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RIAS A/S
- a world in
Contents
Page
2
5-6
10
11
12
13-15
16
Board of Directors
Management
Heads of Functions
Auditors
Financial and Operational Highlights
Statement by the Board of Directors and
Management on the Annual Report
Auditors Report
Annual Review
-… 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/Knowledge resources
- Environment
-… Changes in Shareholders' Equity and
Ownership
- Outlook
- Distribution of Profit
-… Decisions by the Board of Directors
and Proposals for the Annual General
Meeting etc,
Accounting Policies
Profit and Loss Account
Balance Sheet, Assets
Balance Sheet, Liabilities and
Shareholders” Equity
Cash Flow Statement
Notes to the Annual Accounts
History
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
Kurt Lausus
Peter Swinkels
Ole Linder
Elected by the employees
Flemming 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
ThyssenKrupp Materials Danmark A/S
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
Benny Dalsten
Economics
(Appointed at 1 march 2003)
Kurt Hjelholt
Logistics
Peter Kruse
Sales
(Appointed at 1 july 2003)
Auditors
RIR REVISION
Hanne Brødsgaard
State Authorized Public Accountant
PricewaterhouseCoopers
Ib Kaaber
State Authorized Public Accountant
Page 2
Financial and Operational Highlights
Profit and Loss Account (DKK million) 2002/03 2001/02 2000/01 1999/00 1998/99
Net sales 228.1 209,2 215.0 242,7 194,8
Cost of sales 157,3 146.9 154.4 174,8 143,5
Gross profit 70.8 62.3 60.6 67.9 51.3
Capacity costs 53,3 48.4 48.3 51.8 40.3
Depreciation 6.7 5,4 5,1 4.6 3,5
Profit before net financials and tax 10.8 8.5 7.2 11.5 7.5
Financial income, net 0.4 1.0 0.8 0.6 0.9
Profit before tax 11.2 9,5 8.0 12.1 8.4
Tax for the year " 3,5 3.0 2.1 4.0 2.5
Profit for the year 7.7 6.5 5.9 8.1 5.9
Balance Sheet at year-end (DKK million)
Fixed assets 53.4 37,5 41.2 40.8 35.7
Current assets 77.2 87,5 78.5 89.6 79.1
Assets 130.6 125.0 119.7 130.4 114.8
Shareholders' equity 103.0 97.2 92,5 88,5 85.4
Deferred tax 7.4 7.2 6,8 6.7 5,3
Long term debt 0.0 0.0 0.0 0.0 0.0
Current llabilities 20,2 20.6 20.4 35.2 24.1
Liabilities and shareholders” equity 130.6 125.0 119.7 130.4 114,8
Investments, net, in intangible &
tangible fixed assets (DKK million) 22.3 1.7 5.3 6.7 5,7
Average number of full-time employees 97 89 96 98 84
Financial ratios
Gross profit margin 31% 30% 28% 28% 26%
Profit margin 5% 4% 3% 5% 4%
Return on investment 10% 9% 7% 11% 8%
Earnings per DKK 100 share 33 28 26 35 23
Dividend per DKK 100 share 9 8 8 8 7
Book value per DKK 100 share 447 421 401 383 333
Return on equity before tax 11% 10% 9% 14% 10%
Return on equity after tax 8% 7% 7% 9% 7%
Equity ratio 79% 78% 77% 68% 74%
Quoted price at end of September
per DKK 100 share 260 220 239 215 185
Comparative figures in respect of dividend payable for the years 1998/99-2001/02 have been restated in accordance with the
changed accordance with the changed accounting policies.
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 financials and tax as a percentage of average operational assets for the year, i.e.
of total assets less cash and cash equivalents and financial fixed assets.
Eamings per DKK 100 share has been computed as profit for the year divided by 1/100 of the share capital after deduction of the company's
holding 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” eauity for the year.
Equity ratio has been computed as shareholders” equity at year-end as a percentage of total abilities and shareholders' equity at year-end.
Page 3
Statement by the Board of Directors and Management on the Annual Report
Today, the Board of Directors and Management presented the Annual Report of RIAS A/S.
The Annual Report has been prepared in accordance with the Danish Financial Statements Act, Danish accounting standards and
other accounting regulations for companies listed on the Copenhagen Stock Exchange. In our opinion, the accounting policies
applied are appropriate so that the Annual Report gives a true and fair view of the Company's assets, liabilities, financial position
and results.
The Annual Report is recommended far adoption by the Annual General Meeting.
CD
DÅ
Roskilde, 2 December 2003
Management
Harfs Bertil Thelin
Adm. direktør
Klaus W, Roth
Formand
. NY
Kurt Lausus
AO
| DÅ
Ole Linder Flet fy KN GEGAN
Auditors Report
To the shareholders in RIAS A/S.
Board of Directors
We have audited the Annual Report of RIAS A/S for the financial year 1 October 2002 to 30 September 2003.
The Annual Report is the responsibility of the Company's Board of Directors and Management, Cur responsibility is to express an
opinion on the Annual Report based on our audit.
Basis of opinion
We conducted our audit in accordance with Danish Auditing Standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance that the Annual Report is free of material misstatement. An audit includes examining, ona test basis,
evidence supporting the amounts and disclosures in the Annual Report. An audit also includes assessing the accounting policies
used and significant estimates made by Board of Directors and Management, as well as evaluating the overall Annual Report
presentation. We believe that our audit provides a reasonable basis for our opinion.
Cur audit has not resulted in any qualifications.
Opinion
In our opinion, the Annual Report gives a true and fair view of the Company's assets, liabilities and financial position at 30 September
2003 and of the results of the Company's operations and cash flows for the financial year 1 October 2002 to 30 September 2003
in accordance with the Danish Financial Statements Act and Danish Accaunting Standards.
Roskilde, 2 December 2003 As agreed at th
RIR REVISION PricewaterhouseCoopers General Meet
Lors bræt 7
anne Brødsgaa df
State Authorized Public AGcountant — State Authårized Public AcCountant
Page 4
Annual Review
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 ofthe Companyand 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 the manufactu-
ring, building and construction industries as well as the public
sector.
The Company's products are primarily sold in Denmark.
Ås at 1 October 2002 RIAS A/S has taken over the business activities
of RODENA A/S.
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 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 — especially standard sheets for roofing
constructions. RIAS A/S' strength within the building sector isa
large and wide delivery programme of plastic sheets and
accessories for individual solutions mainly for roofing systems.
The combination of the activities ofthe two companies will create
the absolutely leading distributor in Scandinavia within the
market area mentioned,
As from 1 March 2003 RIAS A/S” Building Department and
RODENA's activities have merged and continue as one joint
section of RIAS A/S.
Company Results
Because of the sales increase attributable to the acquisition of
RODENA, the Board of Directors anticipated in the Annual
Review for 2001/02 that the Company's sales and gross profit
for the accounting year 2002/03 would result considerably
higher than for 2001702.
Sales increased by DKK 18,849 thousand (9.0%) from DKK
209,230 thousand in 2001/02 to DKK 228,079 thousand in
2002/03.
During the year, both average purchase and selling prices for a
major part of the Company's core products were on levelwith the
prices for last year.
Gross profit increased by DKK 8,445 thousand (13.6%) from
DKK 62,308 thousand in 2001/02 to DKK 70,753 thousand in
2002/03. The gross profit margin increased from 29.8% in2001/
02 to 31.0% in 2002/03 because of a better sales-mix.
The costs of the period, excluding depreciations as well as net
financials increased by DKK 4,907 thousand (10.1%) from DKK
48,403 thousand in 2001/02 to DKK 53,310 thousand in 2002/
03.
Depreciations for the year increased by DKK 1,242 thousand
from DKK 5,433 thousand in 2001/02 to DKK 6,675 thousand in
2002/03, whereas net financials (net income) decreased by DKK
635 thousand from DKK 1,030 thousand in 2001/02 to.DKK 395
thousand in 2002/03. The rise in depreciations, and the fallinnet
financial income are mainly attributable to the RODENA
acquisition,
For 2002/03, the Company's profit before tax amounted to
DKK 11,163 thousand against DKK 9,502 thousand in 2001/
02, equivalent to an increase of DKK 1,661 thousand (17.5%).
Profit for the year before tax levels with the Company's
expectations.
For 2002/03 the Company's profit after tax amounts to DKK
7,702 thousand against DKK 6,537 thousand in 2001/02,
equivalent to an increase of DKK 1,165 thousand (17.8%).
The Board considers results for the accounting year to be
satisfactory.
The Board recommends the adoption by the Annual General
Meeting that dividends be paid out to the shareholders for the
accounting year 2002/03 of DKK 9 per DKK 100 share of the
share capital at 30 September 2003 of DKK 23,063,000,
corresponding to total dividends proposed of DKK 2,075,670.
Balance sheet and financial resources
The balance sheet total at 30 September 2003 increased by DKK
5,563 thousand to DKK 130,565 thousand at 30 September
2003 compared with30 September 2002, The increaseis primarily
attributable to fixed assets which increased by DKK 15,799
thousandto DKK 53,342 thousand because ofthehighinvestment
activities. In the same period, current assets excluding cash
went up by.DKK 6,699 thousand to.DKK 62,736 thousand owing
to the acquisition of Rodena.
The Company's cash fell by DKK 16,935 thousand to DKK
14,487 thousand at 30 September 2003 from DKK 31,422
thousand at 30 September 2002.
The Company's cash at 30 September 2003 mainly consists of
short-term fixed-term and other deposits with banks.
Neither at the beginning nor at the end of the year drawings were
madeon the Company's credit facilities consisting of substantial,
short-term business credits at market interest rates fixed on a
day-to-day basis.
The financial resources are considered to be satisfactorv.
Investments
Total net investments in intangible and tangible fixed assets for
the accounting year amounted to DKK 22,286 thousand against
DKK 1,748 thousand in 2001/02,
Investments were mainly concentrated on the takeover of the
activities in RODENA A/S, including goodwill and operating
equipment as well as investments in improved warehouse and
office facilities in connection with the combination of RIAS A/S's
and RODENA A/S's activities.
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 purpose as moderate changes in the
interest rate level will have no material effect on earnings. The
Company holds no other derivative financial instruments.
Changes in Boards of Directors and Management
Ås previously announced to the Copenhagen Stock Exchange,
Mr Helmuth Dunkhase and Mr Uwe W. Wittenberg retired from
the Board of RIAS A/S at 30 June and 31 December 2002
respectively.
Page 5
Annual Review
Atthe Company's Annual General Meeting on 31 January 2003,
Mr Klaus Roth, Thyssen Råhm Kunststoffe GmbH, Germany,
was re-elected 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)
were newly elected to the Board of Directors to replace the
retired board members.
At 1 October 2002 Mr Jens Peter Dragø, manager, joined the
Board of Management of RIAS A/S with main responsibility for
the activities acquired at the same date from RODENA A/S
At his own request, the finance manager, Mr. Herman Christen-
sen resigned from the Board of Management of RIAS A/S at 28
February 2003 for retirement.
Ås part of a generational change, the Board has appointed Mr
Henning Hess new managing director in RIAS A/S. He will
succeed the present managing director Mr Hans Bertil Thelin
who has been in the Management of RIAS for18 years and wants
to retire during 2004, Mr Hess will start his employment with
RIAS A/S on 1 April 2004 at the latest.
Employees/Knowledge resources
In 2002/03 RIAS A/S had an average number of 97 full-time
employees, or 8 more than the year before.
RIAS A/S finds it important to attract, retain and develop
competent and motivated employees as the basis for the
Company's efforts to offer the best services to customers and
suppliers - the main factors in RIAS A/S' values.
Environment
In our activities, RIAS A/S strives to assess and reduce activities
that have a harmful impact on the environment.
Any direct impactonthe environment is limited, as the Company's
activities concentrate ond the distribution and sale of semi-
manufactured plastic products.
The Company is not a party to any environmental cases.
Statement of changes in equity and ownership
During the accounting year, shareholders' equity has changed
as follows:
DKK
Shareholders' equity at 1 Oct. 2002 95,316,947
Change at beginning of year,
dividend provided 1,845,040
Restated shareholders' equity at 1 Oct. 2002 97,161,987
Dividend distributed (1,845,040)
Profit for the year 7,702,342
Shareholders” equity at 30 Sept. 2003 103,019,289
RIAS A/S' parent company is Thyssen Råhm Kunststoffe GmbH,
ThyssenKrupp Trade Center, Hans-GUnther-Sohl-Str. 1, D-
40235 Dusseldorf, Germany. Further CavW. HansenA/S, Holmboes
Allé 1,8700 Horsensis 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.
Thyssen Rånm Kunststoffe GmbH, ThyssenKrupp Trade Cen-
ter, Hans-Ginther-Sohl-Strasse 1, D-40235 Dusseldorf, Germany
and Thyssenkrupp AG, August-Thyssen-Strasse 1, D-40211
Dusseldorf, Germany are the parent companies that prepare the
group financial statements of the immediate and the ultimate
parents, respectively, of which the Company is a subsidiary. The
group financial statements can be obtained by application to
ThyssenKrupp AG, ZB Investor Relations, August-Thyssen-
Strasse 1, D-40211 Dusseldorf, Germany.
Outlook
For the accounting year 2003/04 a continued weak market is
expected, a trend, which will probably not improve until middle
of 2004.
Both purchase and selling prices for the Company's core
products are expected to stabilise on 2002/03 level, but the
uncertainty about the price development is large.
Against this backdrop, the Board of Directors anticipates profit
before tax to be about DKK 10m for the accounting year 2003/
04.
Distribution of profit
DKK
The Company's profit for
1 Oct. 2002 — 30 Sept. 2003 7,1702,342
is proposed by the Board of Directors
to be distributed as follows:
Shareholders' dividend, DKK 9 per
DKK 100 share 2,075,670
Transferred to retained earnings 5,626,672
Total 7,702,342
Decisions by the Board of Directors and Proposals
for the Annual General Meeting etc.
Ås stated under "Distribution of Profit”, the Board of Directors
recommends the adoption by the Annual General Meeting that
dividends be paid to the shareholders for the accounting year
2002/03 of DKK 9 per DKK 100 share of the share capital at 30
September 2003 of DKK 23,063,000, equivalent to totaldividends
proposed af DKK 2,075,670.
The Board of Directors furthermore recommends the adoption
by the Annual General Meeting that during the period until the
next Annual General Meeting the Company be authorised 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 deviate more than 10 per cent from the market
price quoted at any time.
Lastly, the Board of Directors recommends the reelection by the
Annual General Meeting of the present board members.
Page 6
Accounting Policies
Basis of accounting
The Annual Report of RIAS A/S has been prepared inaccordance
with the provisions of the Danish Financial Statements Act for
class D companies, Danish accounting standards, and other
requirements of the Copenhagen Stock Exchange for the
presentation of financial statements of listed companies.
Accounting policy changes
Ås a consequence of the new Financial Statements Act, the
accounting policies have been changed within the following
areas:
- Dividend proposed for the financial year is not recognised as
debt, but appears as a special reserve under shareholders'
equity until adopted at the Annual General Meeting, after which
dividend is recognised as a liability. Previously, dividend proposed
not yet adopted by the Annual General Meeting was recognised
as short-term debt. The change results in an increase in
shareholders' equity at 30 September 2003 of DKK 2,076
thousand (DKK 1,845 thousand at 30 September 2002).
Comparative figures have been restated to the changed
accounting policies.
Except for the changes mentioned above, accounting policies
are unchanged from last year.
The accounting presentation of deposits has been reclassified to
the effect that deposits are in future recognised under financial
assets from the previous classification as intangible fixed assets.
Segment reporting
The Company's overall business activities consist of the sale and
distribution of semi-manufactured plastic products for the ma-
nufacturing, building and construction industries as well as the
public sector. This constitutes the Company's single business
segment. Within this segment, the Company focuses on two
main groups of customers: manufacturing and building
enterprises.
The distribution of net sales on these areas appear from Note 1.
Recognition and measurement
In the Profit and Loss Account income is recognised as earned,
including recognition of value adjustments of financial assets and
liabilities measured at fair value or amortised cost. Similarly, all
expenses including amortisation, depreciation, and writedowns
are recognised in the Profit and Loss Account.
Assets are recognised in the Balance Sheet when it is probable
that future economic benefits will flow to the Company and
reliable measurement of the value of the asset is possible.
Liabilities are recognised in the Balance Sheet when itis probable
that future economic benefits will flow out of the Company and
reliable measurement of the value of the liability is possible.
On initial recognition, assets and liabilities are measured at cost,
Subsequently, assets and liabilities are measured as described
below in respect of each individual item.
Recognitionand measurement take intoconsideration anticipated
losses and risks that arise before the time of presentation of the
Annual Report and that confirm or invalidate affairs and condit-
ions existing at the balance sheet date.
Translation policies
Transactions in foreign currencies are translated at transaction
date rates or approximate rates. Exchange differences arising
between the transaction date rate and the rate at the date of
payment are recognised in the Profit and Loss Account under
financial ncome and financial expenses.
Debtors, debt and other monetary items in foreign currencies
that have not been settled at the balance sheet date are
translated at balance sheet date exchange rates. Any differences
between the balance sheet date rates and the rates at the time
when the debtor or debt arose are recognised in the Profit and
Loss Account under financial income and financial expenses.
Fixed assets purchased in foreign currencies are translated at
transaction date rates.
Profit and loss account
Net sales
Net sales from the sale of goods for resale and finished goods are
recognised in the Profit and Loss Account if delivery and risk
transfer to the purchaser have taken place before the end of the
financial year, and if the income may be measured reliably and
receipt is expected. Net sales are recognised exclusive of VAT
and other charges, and after deduction of any trade discounts
related to the sale.
Cost of sales
Cost of sales consists of direct cost for the purchase of goods
for resale associated with the turnover for the year.
Distribution, selling and advertising costs
Distribution, selling and advertising costs include costs for
freight, cost for sales personnel, advertising and exhibition costs
etc., including depreciation.
Administrative expenses
Administrative expenses include expenses for administrative
personnel and management, including depreciation.,
Net financials
Financial income and expenses comprise interest income and
expenses, realised and unrealised capital gains and losses
concerning securities, debt and transactions inforeign currencies
as well as additional charges and repayments under the tax on-
account scheme etc.
Tax on profit for the year
The tax for the year consisting of the current tax for the year and
changes in deferred tax is recognised in the Profit and Loss
Account with the proportional share attributable to profit for the
year, and is recognised in shareholders' equity with the propor-
tional share attributable to the items recognised directly in
shareholders” equity. The share of the tax recognised in the Profit
and Loss Account that is attributable to the extraordinary results
for the year, is carried in the extraordinary results, whereas the
remaining share is carried in results from ordinary activities,
Balance sheet
Intangible fixed assets
Purchased goodwill is measured at cost less accumulated
amortisation. Goodwill is amortised on a straight-line basis over
theestimated useful lives of the individual acquisitions, determined
at 7 and 15 years respectively, the longer life applying to
enterprises acquired with a strategic purpose, and with a strong
market position as well as a long earnings profile.
Computer software is measured at cost less accumulated
amortisation. Computer software is amortised on a straight-line
basis over the estimated useful life determined at 5 years.
Tangible fixed assets
Land and buildings, technical plant and machinery as well as
other plant, fixtures, fittings, tools and equipment are measured
at cost less accumulated depreciation. Land is not depreciated.
Page 7
Accounting Policies
Cost covers purchase price and costs directly attributable to the
acquisition until the date on which the asset is ready for use.
Straight-line depreciation is provided on the basis of the following
estimated useful lives of the assets:
Buildings 25 - 40 years
Technical plant and machinery 10 years
Fixtures, fittings, tools and equipment 5 -10 years
Computer hardware 5 years
The revaluation of land and buildings is partly a result of the
change of the depreciation policies in connection with the
transition to the Annual Accounts Act of 1982 and to the change
of the depreciation period from 25 to 40 years with effect from
the financial year 1999/00.
Assets at a cost not exceeding DKK 20 thousand per unit are
recognised as costs in the Profit and Loss Account in the year of
acquisition.
Gains or losses arising from the sale of tangible fixed assets are
measured as the difference between the sales price less selling
expenses and the carrying amount at the time of the sale. The
resulting gain or loss isrecognised in the Profit and Loss Account
under distribution costs or administrative expenses.
Fixed asset investments
Listed securities are recognised at fair value at the balance sheet
date. Other securities are recognised at cost, unless a lower
valuation has otherwise been stated.
Impairment losses on fixed assets
The carrying amounts of fixed assets are reviewed to determine
whether there is any indication of impairment exceeding the
writedowns in connection with general amortisation and
depreciation. Where impairment is required, writedown is made
to recoverable amount of the asset, if lower.
Stocks
Stocks are measured at cost according to the first-in, first-out
method. Stocks, where the net realisable value is lower than
cost, are written down to net realisable value. The cost of goods
for resale includes cost with the addition of landing costs.
The net realisable value of stocks is measured as selling price
less costs of completion and selling and is determined allowing
for marketability, obsolescence and development in expected
sales price.
Debtors
Debtors are measured at amortised cost usually corresponding
to nominal value. Writedowns to net realisable value are made to
counter anticipated losses, which are determined on the basis of
an individual assessment of sach debtor.
Prepayments
Prepayments include expenses paid in respect of subsequent
financial years.
Shareholders' equity
Dividend expected distributed for theyearisshownasa separate
item under shareholders' equity. Dividend proposed is recognised
as a liability at the time of adoption at the Annual General
Meeting.
Current and deferred taxes
Current tax liabilities and current tax receivable are recognised in
the Balance Sheet as tax computed on the basis of the taxable
income for the year adjusted for tax on taxable income for
previous years as well as taxes paid on account.
Deferred tax is measured under the balance-sheet liability method
comprising taxes on all temporary differences between net
carrying amounts and net tax values ofassets and liabilities. Both
deferred tax liabilities and deferred tax assets are recognised.
Deferred tax assets are measured at the value at which the asset
is expected realised. The deferred tax is determined on the basis
of the current tax rate. Any changes in deferred tax as a
consequence of changed tax rates are recognised in the Profit
and Loss Account.
Liabilities other than provisions
Other liabilities other than provisions comprising trade creditors,
payables to group enterprises and associates as well as other
payables are measured at amortised cost usually corresponding
to nominal value.
Cash flow statement
The cash flow statement shows the Company's cash flows for
theyear distributed on operating, investing and financialactivities,
net changes for the year in cash and cash equivalents as well as
cash and cash equivalents at the beginning and end of the year.
Cash flows from operating activities
Cash flows from operating activities are calculated as profit for
the year adjusted for non-cash operating items, changes in
working capital as well as Corporation tax paid.
Cash flows from investing activities
Cash flows from investing activities comprise payments made on
the purchase and sale of intangible and tangible fixed assets as
well as fixed asset investments.
Cash flows from financing activities
Cash flows from financing activities comprise payments of
dividend to shareholders.
Cash and cash equivalents
Cash and cash equivalents comprise cash and short-term
deposits and other deposits with banks.
Page 8
Profit and Loss Account
Page 9
1 October - 30 September DKK "000
Note 2002/03 2001/02
1 Net sales 228,079 209,230
Cost of sales 157,326 146,922
Gross profit 70,753 62,308
2-3 Distribution, sales and advertising costs 47,919 43,087
2-3 Administrative expenses 12,066 10,749
Profit before net financials and tax 10,768 8,472
Financial Income 603 1,212
Financial expenses 208 182
Profit before tax 11,163 9,502
4 Tax on profit for tne year 3,461 2,965
Profit for the year 7,702 6,537
Proposed Distribution of Profit
Proposed divendend 2.076 1.845
Transferred to retained earnings 5.626 4.692
Disposed 7.702 6.537
Balance Sheet
At 30 September DKK "000
Note 2003 2002
Assets
Fixed assets
5 Intangible assets:
Goodwill 17,741 357
Computer software 4,505 5,869
Payment in advance for intangible fixed assets 0 190
22,246 6,416
6 Tangible assets:
Land and buildings 22,613 23,158
Plant and machinery 3,863 3,005
Fixtures, fittings, tools and equipment 4,377 4,586
Computer hardware 227 313
31,080 31,062
7 Financia! assets:
Securities 1 4
Deposits 15 64
16 65
Fixed assets 53,342 37,543
Current assets
Stocks:
Goods for resale 24,861 22,803
Debtors:
Trade debtors 34,074 30,850
Amount owed by group related companies 273 24
Other debtors 3,069 1,975
Prepayments 459 385
37,875 33,234
Cash and cash equivalents 14,487 31,422
Current assets 77,223 87,459
ÅAssets 130,565 125,002
Page 10
Balance Sheet
At 30 September DKK "000
Note 2003 2002
Liabilities and shareholders' equity
8 Shareholders' equity
Share capital 23,063 23,063
Share premium account 4,198 4,198
Revaluation reserve 1,898 1,898
Retained earnings 71,784 66,158
Proposed dividends for the accounting year 2,076 1,845
Shareholders' equity 103,019 97,162
Provisions
9 Deferred tax 7,334 7,178
Current liabilities
Trade creditors 3,467 5,831
Payables to group related companies 47 Q
Corporation tax 2,713 857
Other debt 13,985 13,974
20,212 20,662
Liabilities and shareholders' equity 130,565 125,002
10 Contingens liabilities
11-12. Notes to which no reference is made in the Annual Accounts
Page 11
Cash Flow Statement
1 October - 30 September DKK "000
2002/03 2001/02
Profit before tax for the year 11,163 9,502
Depreciation, amortisation and writedowns 6,675 5,433
Not distributed dividends on purchase of own shares 0 2
Loss on sale of tangible fixed assets 12 18
Gain on sale of tangible fixed assets (250) (111)
Change in stocks 1,544 5,281
Change in debtors (4,641) 2,171
Change in trade creditors and other debt (2,306) 590
Corporation tax paid (1,449) (2,837)
Cash flow from operating activities 10,748 20,049
Investments in fixed assets:
Investments in intangible fixed assets (19,238) (768)
Investments in tangible fixed assets (3,048) (980)
Investments in financial fixed assets 50 (62)
Purchased Stock RODENA (3.602) Q
Cash flow from investing activities (25,838) (1,810)
Shareholders:
Dividend paid (1,845) (1,847)
Cash flow from financing activities (1,845) (1,847)
Cash flow for the year (16,935) 16,392
Cash and cash equivalents at 1 October 31,422 15,030
Cash and cash equivalents at 30 September 14,487 31,422
Page 12
Notes to the Annual Accounts
DKK '000
Note 1. Net sales 2002/03 2001/02
Industry 156.543 158.671
Building and Construction 71.536 50.559
228,079 209,230
Note 2. Depreciation
Distribution, sales and advertising costs include depreciation at an amount of 6,142 4,899
Administrative expenses include depreciation at an amount of 3533 534
6,675 5,433
Note 3. Wages and salaries
Emoluments for the Members of the Board of Directors 90 90
Remuneration for the Management 3.278 2,484
Wages and salaries 30.581 28,470
Social security and pension contributions 2,117 1,764
36.066 32,808
Average number of full time employees 97 89
Note 4. Tax on profit for the year
Tax on taxable income 3,305 2,565
Adjustment of deferred tax for the year 156 400
3,461 2,965
Tax computed on profit before tax for the year 3,349 2,851
Tax effect on non-deductible expenses less not taxable income 112 114
3,461 2,965
Corporation tax paid 1,449 2,837
Computer
Note 5. Intangible fixed assets Goodwill software Prepayment Total
Cost at 1.10.2002 625 10,998 190 11,813
Addions at cost during the period 18,931 707 0 19,238
Disposals at cost during the period 0 (155) 0 (155)
Book transterres during the period 190 0 (190) 0
Cost at 30.9.2003 19,346 11,550 0 30,896
Depreciation, amortisation and writedowns at 1.10.2002 268 5,129 0 5,397
Depreciation for the disposals for the period 0 (155) 0 (155)
Depreciation during tne period 1,337 2,071 0 3,408
Depreciation, amortisation and writedowns at 30.9.2003 1,605 7,045 0 8,650
Book value at 30.9.2003 17,741 4,505 0 22,246
Page 13
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 1.10.2002 35,862 8,854 11,391 2,117 58,224
Additions at cost during the period 494 1,435 2,175 73 4,177
Disposals at cost during the period 0 0 (2,402) 0 (2,402)
Cost at 30.9.2003 36,356 10,289 11,164 2,190 59,999
Revaluation at 1.10.2002 5,596 0 0 0 5,596
Revaluation at 30.9.2003 5,596 o o o 5,596
Depreciation and writedowns at 1.10. 2002 18,300 5,849 6,805 1,804 32,758
Depreciation for disposals for the period 0 0 (1,510) Q (1,510)
Depreciation during the period 1,039 577 1,492 159 3,267
Depreciation and writedowns at 30.9. 2003 19,339 6,426 6,787 1,963 34,515
Book value at 30.9. 2003 22,613 3,863 4,377 227 31,080
Public property evaluation at assessed cash proberty value is DKK 33,192,000.
Note 7. Financial fixed assets Securities Deposits Total
Cost at 1.10. 2002 1 64 1
Additions at cost during the period 0 1 1
Disposal at cost during the period Q (50) (50)
Cost at 30.9.2003 1 15 16
Writedowns at 1.10,2002 0 0 Q
Writedowns of assets disposed af 0 0 0
Writedowns during the period Q 0 0
Writedowns at 30.9. 2003 0 0 o
Book value at 30.9. 2003 1 15 16
Proposed
dividends Total
Share for the — share-
Share premium Revaluation Retained accoun- holders'
Note 8. Shareholders” equity capital account reserve earnings ting year equity
The share capital consists of
the following types of shares:
A-shares: 25 shares of DKK 100,000 2,500
1 shareof DKK 625,000 625
3,125
B-shares:
199.380 shares of DKK 100 19,938
Balance at 1.10.2001 23,063 4,198 1,898 66,158 1,845. 97,162
Dividend distributed (1,845) (1,845)
Proposed dividends to shareholders 5,626 2,076 7,702
Balance at 30 September 2002 23,063 4,198 1,898 71,784 2,076 103,019
Change in the share capital within the last 5 years' period van be specified as follows:
B-shares:
Balance at 1.10.2001, 225.000 shares of DKK 100 22.500
Write down in 2001/02, 25.620 shares of DKK 100 (2.562)
Balance at 1.10.2002 19.938
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 Ass
The 'B' shares (at 30 september 2002 nominal DKK 19,938,000),
one vote per DKK 100 share, cf. Art. 11 of the Articles of Association.
Pa
ge 14
ociation.
which are negotiable instruments, entitle their holders to
Notes to the Annual Accounts
DKK '000
Note 9. Deferred tax 2002/03 2001/02
Balance at 1 October 7,178 6,778
Adjustment of deferred tax for the year 156 400
Balance at 30 September 7,334 7,178
Deferred tax is attributable to:
Buildings 4,008 3,872
Plant and machinery 699 743
intangible fixed assets 2,779 2,716
Other temporary differences (152) (153)
7,334 7,178
Note 10. Contingent liabilities
On behatt of the Company, Nordea Bank Danmark A/S has provided a project guarantee of DKK 236 thnousand towards a customer.
In connection with the acauisition of RODENA A/S a contract of employment was agreed with the previous managing director of
RODENA Mr Jens Pater Dragø as a registered director of RIAS A/S. The employment, which started on 1 October 2002, is non-
terminable far 5 years.
Furthermore a lease 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 therent for October 2002, therental liability in the interminable
renting period from 1 October 2003 till 30 September 2007 amounts to DKK 2,878 thousand.
Note 11. - Information on related party reklationship and transactions with these
RIAS A/S' related party is the parent company Thyssen Råhm Kunststoffe GmbH.
The ultimate parent company is ThyssenKrupp AG.
The Company" s trade with ThyssenKrupp-companies amounts to less than 1% of the consumption of goods.
Note 12. Remuneration to auditors appointed by the General Meeting 2002/03 2001/02
RIR REVISION:
Audit 219 228
Other services 216 85
435 313
er eee
PricewaterhouseCoopers:
Audit 137 147
Other services 122 228
259 375
694 688
Page 15
History
RIAS A/S was founded in 1959. During the first years, the company was a production company, producing and
selling cast acrylic sheets.
Ås 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).
Asthe 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 majority to the Finnish Amer Group. RIAS became the head office of the 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. Tne sale was effected
as at 28 February 1990 and the buyer was Thyssen Handelsunion AG, Germany.
Simuitaneously 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.
Å 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 GmbH,
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 waund up in July and August 1993.
In 1996 Thyssen Handelsunion AG's subsidiary, Thyssen Schulte GMDH, (change of name to Thyssen Krupp
Werkstoffe 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 distributør 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 Rånm
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 ofthe 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 producis 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.
RIAS A/S + 11 Industrivej + P.O. Box 179 + DK-4000 Roskilde
Tel.: +45 46770000 » Fax: +45 46770010 « E-mail: Info6rias.dk « Homepage: www.rias.dk « CVR No. DK 44065118
Bankers: Nordea Bank Danmark A/S, 2232 - 0280300020 e Danske Bank A/S, 3429 - 3429142326 « BG Bank, Giro No. 416-1718