AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

tbd30 AB

Annual Report Feb 14, 2025

6099_10-k_2025-02-14_887a9cad-cdfd-4787-be16-3c457361223f.pdf

Annual Report

Open in Viewer

Opens in native device viewer

INTERIM REPORT Q4

INTERIM PERIOD 1 OCTOBER – 31 DECEMBER

  • The Group's net revenue amounted to SEK 238.6 (274.7) million, adjusted EBITDA amounted to SEK 27.6 (26.1) million corresponding to an adjusted EBITDA margin of 11.6% (9.5%), and adjusted EBITA amounted to SEK 12.6 (11.7) million corresponding to an adjusted EBITA margin of 5.3% (4.3%). On a comparable and currency-adjusted basis, adjusted for discontinued operations, sales declined by 10.2%. The cash flow from operations during the fourth quarter was strong and amounted to 65.9 (48.2) million
  • The fourth quarter was marked by a continued cautious market for planned maintenance, impacting the operations for pipe relining and energy, although signs of improvement were observed. Flushing operations continued to develop positively with stable demand from customers requiring ongoing maintenance
  • Operating profit (EBIT) amounted to SEK 0.4 (9.1) million. Items affecting comparability for the period totalled SEK 8.9 (-0.4) million and primarily pertained to restructuring costs, and costs for the change of system and implementation
  • The Group's net earnings amounted to SEK -11.0 (11.1) million
  • The Group's basic and diluted earnings per share amounted to SEK -0.82 (0.81)

SIGNIFICANT EVENTS DURING THE QUARTER

  • On 21 October 2024, it was announced that the Board of Directors of Wall to Wall Group AB had appointed André Strömgren as the new Chief Executive Officer with immediate effect. The company's former CEO Joachim Welin is leaving the company. André was previously CFO of the company, a role he will retain until a successor has been appointed
  • During the quarter, the company repurchased its own shares, corresponding to 50,109 shares, and as of 31 December 2024, treasury shares amounted to 291,553

1 JANUARY – 31 DECEMBER PERIOD

  • The Group's net revenue amounted to SEK 918.5 (956.1) million, adjusted EBITDA amounted to SEK 97.2 (112.0) million corresponding to an adjusted EBITDA margin of 10.6% (11.7%), and adjusted EBITA amounted to SEK 36.7 (58.3) million corresponding to an adjusted EBITA margin of 4.0% (6.1%). On a comparable and currency-adjusted basis, adjusting for discontinued operations, sales declined by 5.3%. The cash flow from operations during the year was strong and amounted to 102.0 (50.7) million
  • Operating profit (EBIT) amounted to SEK 33.5 (41.8) million. Items affecting comparability for the period totalled SEK -9.2 (4.7) million and primarily pertained to the write-down of contingent earnouts, restructuring costs, and costs for the change of system and implementation
  • The Group's net earnings amounted to SEK 13.8 (17.2) million
  • The Group's basic and diluted earnings per share amounted to SEK 1.01 (1.26)
  • The Board of Directors proposes distribution of a cash dividend of SEK 1.00 per share

OUTLOOK

• A gradual market recovery for pipe relining and energy solutions is expected in 2025, while the flushing business is expected to continue its strong development. The company plans to further strengthen its position in this service area while also reducing indirect costs. Taken together, this is expected to result in a significantly improved operating profit (adjusted EBITA) for 2025 compared to 2024

SUMMARY OF FINANCIAL PERFORMANCE1

1 October 2024
– 31 December
1 October 2023
– 31 December
1 January 2024
– 31 December
1 January 2023
– 31 December
SEK million 2024 2023 2024 2023
Net revenue 238.6 274.7 918.5 956.1
Adjusted EBITDA 27.6 26.1 97.2 112.0
Adjusted EBITDA margin, % 11.6% 9.5% 10.6% 11.7%
Adjusted EBITA 12.6 11.7 36.7 58.3
Adjusted EBITA margin, % 5.3% 4.3% 4.0% 6.1%
Operating profit (EBIT) 0.4 9.1 33.5 41.8
Net earnings -11.0 11.1 13.8 17.2
Net debt 186.6 137.8 186.6 137.8
Adjusted EBITDA R122 109.7 115.9 109.7 115.9
Net debt/adjusted EBITDA R122 1.7 1.2 1.7 1.2
Average No. of shares outstanding
in the period, before and after
dilution 13,550,316 13,785,333 13,671,361 13,678,259
No. of shares outstanding at
end of period
13,817,291 13,817,291 13,817,291 13,817,291
Treasury shares 291,553 291,553
Basic and diluted earnings per
share by average number of
shares, SEK -0.82 0.81 1.01 1.26

1 Refer to the "Definitions" section.

2 Refers to proforma adjusted EBITDA R12

CEO COMMENTS

CONTINUED CAUTIOUS MARKET IN THE FOURTH QUARTER OF THE YEAR

The fourth quarter was marked by a continued cautious market for property owners and housing cooperatives' willingness to invest, with a corresponding impact on the company's operations in pipe relining and energy. The market for these areas continues to strengthen even if the energy operations experienced project delays over the turn of the year. As throughout the year, flushing services continued to develop strongly with stable demand from customers requiring ongoing maintenance.

Net revenue amounted to SEK 238.6 (274.7) million, a decrease of 10.2 percent on a comparable and currency-adjusted basis, adjusted for discontinued operations. The decrease is entirely attributable to lower activity in pipe relining and energy. The adjusted EBITA margin improved 5.3 (4.3) percent due to an overall solid performance in flushing services and continued improvements in Finland. Our focus on streamlining operations resulted in a reduction in indirect costs by 11.1 percent compared to the previous year, a structural improvement we carry with us into 2025. There is, however, still work to be done in this area.

FULL YEAR 2024

In 2024, we navigated a challenging market that gradually improved as the year progressed. Despite this cautiously positive trend, activity levels for the year were lower, primarily because the energy and pipe relining businesses operate with planned projects that take time to materialize into revenue. For the full year, net revenue amounted to SEK 918.5 (956.1) million, a decrease of 5.3 percentage on a comparable and currency-adjusted basis, adjusted for discontinued operations.

In terms of geography, Denmark and Norway contributed positively to results compared to the previous year, while Sweden and Finland showed weaker performance. Flushing services had a strong year with both increased net revenue and margins. As mentioned above, this reflects the market dynamics where property owners' reluctance to invest in planned maintenance has a direct impact on the demand for ongoing maintenance. This also leads to pent-up demand, suggesting much stronger demand for pipe relining and energy in the coming years.

Despite a challenging market, our focus on profitable projects and businesses has yielded results. The gross margin increased to 34.7 percent, compared to 34.5 percent the previous year and 34.3 percent in 2022.

Our efforts to reduce indirect costs, which fell by 5.7 percent during the year, had a positive impact but did not fully offset the lower activity levels. As a result, the adjusted EBITA margin for the full year was lower at 4.0 percent compared with 6.1 percent the previous year. This decline is entirely attributable to negative economies of scale caused by the market conditions throughout the year. However, continued improvements in gross margins and lower indirect costs provide good opportunities for rapid improvements in an expected stronger market environment going forward.

STRATEGIC PARTNERSHIP WITH LEADING INDUSTRY PLAYER FOR MATERIAL INNOVATION

At the beginning of 2025, we entered into a strategic partnership with a leading industry player to develop next generation pipe relining materials. With our operational expertise and leading position in pipe relining in the Nordic region, combined with the leading industry player's world-class expertise in material development and innovation, we have found the perfect match.

The new materials will be used and resold by Wall to Wall Group under our own brand. This collaboration enables a unified material solution for Wall to Wall Group's operations while also providing a product that can be launched globally to meet a growing demand for advanced solutions in the industry. I expect this initiative to have a positive impact on our margins already during the current year, with increasing effects over time.

INITIATIVE FOR IMPROVED PROFITABILITY AND CONSOLIDATION

In addition to the strategic material partnership, we have taken several measures to strengthen our sales and margins. Improved central sales functions complement local sales efforts. Furthermore, the framework agreements that Wall to Wall Group has had since mid-2024 with the Odevo Group – represented by SBC and Nabo – have resulted in us winning Nabo's smart procurement for pipe flushing as well as SBC's joint procurement for pipe flushing services, targeting their respective housing cooperatives. In 2025, we will take further steps towards a more unified market presence by increasingly operating under the Wall to Wall Group brand. Ensuring visibility and recognition wherever we operate is a given.

Reducing our indirect costs, both in absolute terms and relative to revenue, is a key priority as their share of net revenue has increased significantly since the Group was established in 2022. These cost increases are a result of previous acquisitions, where integration has not yet fully delivered the expected economies of scale. We have therefore accelerated our efforts to consolidate and streamline our cost structure. The initial target is to reduce our indirect costs to below 20 percent of net revenue, which will have a direct positive impact on operating profit while also creating a more efficient organisation.

OUTLOOK FOR 2025

I look ahead to 2025 with confidence, as the market for pipe relining and energy solutions is expected to recover. Flushing services are expected to continue developing strongly, and we plan to further strengthen our presence in this segment. Our ongoing initiatives to reduce indirect costs and increase the scalability of our organisation will positively impact profitability.

Our long-term financial targets remain unchanged – organic growth exceeding 10 percent and an adjusted EBITA margin of 15 percent. Our ambition for 2025, as a milestone toward achieving these long-term goals, is to deliver a significant improvement in operating profit (adjusted EBITA) compared to 2024. This will be achieved by combining operational improvements with a market recovery while continuing to build for the future through innovation, consolidation, and strategic partnerships.

André Strömgren CEO, Wall to Wall Group

OPERATIONAL OVERVIEW

Wall to Wall Group is a Nordic market leading player in pipe relining, pipe flushing, maintenance and sealing of ventilation ducts, as well as other complementary services that are sold and performed in the same market channels such as geothermal energy solutions for apartment buildings. The single largest field of activity consists of pipe relining and pipe flushing. The Group's end customers consist of property owners, primarily commercial managers of homes and premises, public housing and housing cooperatives. The Group has high quality and sustainability ambitions, and aspires to be the most attractive employer in the industry. In total, the Group has approximately

500 employees and more than 20 offices in Sweden, Norway, Denmark and Finland. The Nordic market for pipe relining and pipe flushing is fragmented and estimated to amount to just over SEK 10 billion in 2024. Market growth over the past five-year period has been approximately 12 procent per year and is expected to grow at a similar rate in the years ahead. Sweden is the single largest market and represents approximately 60 procent of the total Nordic market. The Group has a clear growth strategy with good opportunities to grow both organically, in current and new locations and through acquisitions as well as through establishments in new locations.

FINANCIAL OVERVIEW

FOURTH QUARTER, 1 OCTOBER – 31 DECEMBER

Operating income

Operating income amounted to SEK 238.6 (274.7) million for the quarter and primarily consisted of income from pipe relining and energy (duct sealing and geothermal energy) of SEK 152.3 (207.0) million and pipe flushing of SEK 86.3 (67.8) million.

Operating profit

Adjusted EBITDA amounted to SEK 27.6 (26.1) million corresponding to an adjusted EBITDA margin of 11.6% (9.5%). Earnings before interest, taxes, depreciation and amortisation (EBITDA) amounted to SEK 18.7 (26.5) million corresponding to an EBITDA margin of 7.8% (9.6%). Adjusted EBITA amounted to SEK 12.6 (11.7) million corresponding to an adjusted EBITA margin of 5.3% (4.3%). Items affecting comparability primarily pertained to restructuring costs, and costs for the change of system and implementation.

Operating profit (EBIT) amounted to SEK 0.4 (9.1) million, corresponding to an operating margin of 0.2% (3.3). The year-onyear difference was primarily the result of a write-down of contingent earnouts in the fourth quarter of 2023.

SEK million Q4 2024 Q4 2023
Operating profit (EBIT) 0.4 9.1
Items affecting
comparability
Transaction costs 0.0 0.1
Restructuring costs 7.8 7.8
Costs related to the change
of listing and name change
3.2
Costs related to change of
system and implementation
Write-down of contingent
1.1
earnouts -11.6
Total items affecting
comparability
8.9 -0.4
Amortisation of intangible
assets and impairment of
intangible and tangible
non-current assets
3.3 3.0
Adjusted EBITA 12.6 11.7
Depreciation of tangible
non-current assets 15.0 14.4
Adjusted EBITDA 27.6 26.1

Financial items

Net financial items amounted to SEK -1.3 (9.9) million. Financial expenses for the quarter amounted to SEK -3.9 (-5.2) million and mainly pertained to interest expenses. Financial income amounted to SEK 2.6 (15.1) million. The corresponding quarter of the

previous year included costs attributable to revaluations of warrants of SEK 11.4 million.

Tax

Tax for the quarter amounted to SEK -10.1 (-7.9) million, of which SEK -8.8 (-10.0) million pertained to current tax and SEK -1.3 (2.1) million to deferred tax. The tax rate was impacted by revaluations of warrants and by other non-deductible expenses.

Profit for the quarter

Profit for the period amounted to SEK -11.0 (11.1) million. Basic and diluted earnings per share amounted to SEK -0.82 (0.81).

Equity

Equity at the end of the period amounted to SEK 1,057.4 (1,071.6 as of 31 December 2023) million. For detailed information about redemption procedures, share issues and other events that impact equity, see the "Owner statistics and share capital" section below.

Financial position

Net debt at the end of the quarter amounted to SEK 186.6 (137.8 as of 31 December 2023) million. An unutilised overdraft facility at the end of the quarter totalled SEK 10.0 million (10.0 as of 31 December 2023). In addition, there is an unutilised credit facility of SEK 171.5 (216.5 as of 31 December 2023) million within the framework of the existing bank facility. The bank facility includes covenants requiring that the Group's leverage ratio does not exceed certain key ratios, and that the Group's interest coverage ratio must exceed certain key ratios. At the end of the quarter, Wall to Wall Group met these covenants.

Net debt

31 December 31 December
SEK million 2024 2023
Borrowings 196.3 159.1
Lease liabilities
Cash and cash
92.0 84.9
equivalents -101.7 -106.1
Net debt 186.6 137.8

Working capital

SEK million 31 December
2024
31 December
2023
Inventories 16.6 17.7
Accounts receivable 117.8 151.0
Other receivables 45.5 42.4
Accounts payable -54.2 -47.9
Other liabilities -110.1 -110.0
Net working capital 15.6 53.2

Corporate acquisitions

No corporate acquisitions were made during the quarter.

1 JANUARY – 31 DECEMBER PERIOD

Operating income

Operating income amounted to SEK 918.5 (956.1) million and primarily consisted of income from pipe relining and energy (duct sealing and geothermal energy) of SEK 618.3 (712.4) million and pipe flushing of SEK 300.2 (243.6) million.

Operating profit

Adjusted EBITDA amounted to SEK 97.2 (112.0) million corresponding to an adjusted EBITDA margin of 10.6% (11.7%). Earnings before interest, taxes, depreciation and amortisation (EBITDA) amounted to SEK 106.4 (107.4) million corresponding to an EBITDA margin of 11.6% (11.2%). Adjusted EBITA amounted to SEK 36.7 (58.3) million corresponding to an adjusted EBITA margin of 4.0% (6.1%). Items affecting comparability consist of the write-down of contingent earnouts, restructuring costs, costs for the change of system and implementation and transaction costs. The terms and conditions for contingent earnouts are assessed quarterly based on actual outcomes and forecasts, which may lead to revaluations. Value changes are recognised in profit or loss. For more information, see Note 7 on financial instruments measured at fair value.

Operating profit (EBIT) amounted to SEK 33.5(41.8) million corresponding to an operating margin of 3.7% (4.4%).

SEK million 1 January 2024
– 31 December
2024
1 January 2023
– 31 December
2023
Operating profit (EBIT) 33.5 41.8
Items affecting
comparability
Transaction costs 1.0 7.4
Restructuring costs 9.2 7.8
Costs related to the change
of listing and name change 0.1 7.5
Costs related to change of
system and implementation
3.9
Write-down of contingent
earnouts -23.5 -18.1
Total items affecting
comparability
-9.2 4.7
Adjusted EBITDA 97.2 112.0
non-current assets 60.5 53.7
Depreciation of tangible
Adjusted EBITA 36.7 58.3
non-current assets 12.3 11.9
intangible and tangible
assets and impairment of
Amortisation of intangible

Financial items

Net financial items amounted to SEK -11.8 (-14.3) million. Financial expenses for the period amounted to SEK -18.3 (-20.6) million and mainly pertained to interest expenses. Financial income amounted to SEK 6.5 (6.3) million and pertained primarily to warrant revaluations for the current year.

Tax

Tax for the period amounted to SEK -7.9 million (-10.3), of which SEK -8.5 million (-14.4) pertained to current tax and SEK 0.7 million (4.1) pertained to deferred tax. The tax rate was impacted by revaluations of warrants and contingent earnouts as well as by other non-deductible expenses.

Profit for the period

Profit for the period amounted to SEK 13.8 (17.2) million. Basic and diluted earnings per share amounted to SEK 1.01 (1.26).

Cash flow

Cash flow from operating activities during the period was SEK 102.0 (50.7) million.

Cash flow before changes in working capital amounted to SEK 56.5 (72.7) million and changes in working capital amounted to SEK 45.5 (-22.0) million. A decrease in accounts receivable, inventories and other current receivables impacted cash flow with SEK 41.2 (-32.9) million. An increase in accounts payable impacted cash flow with SEK 6.8 (0.5) million. A decline in other current operating liabilities impacted cash flow with SEK -2.5 (10.5) million.

Cash flow from investing activities amounted to SEK -64.9 (-114.4) million. This primarily comprised acquisitions of subsidiaries, net of cash acquired of SEK -60.5 (-104.1) million, including a payment of contingent earnouts connected to previous acquisitions corresponding to SEK -28.8 (-24.0) million. Investments in tangible, financial and intangible assets amounted SEK -12.4 (-13.8) million, and divestments of non-current tangible and financial assets totalled SEK 8.0 (3.4) million.

Cash flow from financing activities amounted to SEK -41.6 (-108.9) million, mainly related to proceeds from borrowing of SEK 45.4 (49.7) million, the repayment of principal on lease liabilities and loans of SEK -51.9 (-145.1) million, the distribution of a dividend of SEK -13.8 (-13.6) million and the buy-back of own shares of SEK -21.3 (–) million. Reported cash flow for the period amounted to SEK -4.5 (-172.6) million.

Equity

Equity at the end of the period amounted to SEK 1,057.4 (1,071.6 as of 31 December 2023) million. For detailed information about redemption procedures, share issues and other events that impact equity, see the "Owner statistics and share capital" section below.

Parent Company

1 January 202431 December 2024

During the period, the parent company Wall to Wall Group AB received revenue of SEK 7.0 (4.9) million, primarily consisting of management fees from the Spolargruppen Sverige AB subsidiary. Parent Company costs amounted to SEK -24.4 (-23.9) million during the period and primarily consisted of consultancy and salary costs. The Spolargruppen Sverige AB subsidiary did not receive any shareholder contributions during the period. In the same period in the preceding year, shareholder contributions of SEK 167.9 million were received.

OWNER STATISTICS AND SHARE CAPITAL

At the end of the quarter, equity totalled SEK 995.7 (1,042.2 as of 31 December 2023) million, of which share capital was SEK 3.5 (3.5 as of 31 December 2023) million with a quotient value of SEK 0.25 (0.25 as of 31 December 2023).

At the end of the period, the company's ten largest shareholders were:

AGB Kronolund AB 10.9%
Servisen Investment Management AB 10.1%
Carnegie Fonder 9.0%
Staffan Persson 7.8%
RoosGruppen 6.2%
Tjärnvall Holding AB 5.1%
Swedbank Robur Fonder 4.4%
Familjen Nordström 4.2%
Masonly AB 2.7%
Nordnet Pensionsförsäkring 2.2%
Total 62.6%

On 31 December 2024, the total number of shares outstanding was 13,817,291 (13,817,291 as of 31 December 2023), all of which were ordinary shares. By virtue of the authorisation granted by the 2024 Annual General Meeting on 15 April 2024, the Board resolved to repurchase a maximum of 1,317,372 own Class A shares. During the quarter, 50,109 (–) shares were bought back and the company's total holding of treasury shares as of 31 December 2024 was 291,553 (–).

RELATED-PARTY TRANSACTIONS

For a description of related-party transactions during the period, see Note 3.

EMPLOYEES

The number of employees (measured as FTEs) amounted to 477 (544) at the end of the period. The average number of employees (measured as FTEs) for the 1 January to 31 December 2024 period amounted to 502 (490), of which 5 (4) in the Parent Company.

MATERIAL RISKS AND UNCERTAINTIES

The material risks and uncertainties are unchanged from those presented in the 2023 Annual Report. A detailed description of the Group's material risks and uncertainties can be found in the 2023 Annual Report. For an updated description of financial risks, see Note 1.

FINANCIAL CALENDAR

Publication of Annual Report – 27 March 2025 2024 Annual General Meeting – 29 April 2025 Interim Report Q1 2025 – 30 April 2025 Interim Report Q2 2025 – 15 August 2025 Interim Report Q3 2025 – 7 November 2025 Interim Report Q4 2025 – 13 February 2026

The Board and CEO hereby certify that this interim report provides a true and fair presentation of the Parent Company's and the Group's operations, financial position and result and describes the material risks and uncertainties facing the Parent Company and the companies in the Group.

Stockholm, 14 February 2025 Wall to Wall Group AB (publ)

_____________________________ Anders Böös Chairman of the Board

_____________________________ Lars Wedenborn Member

_____________________________ Anders Lönnqvist Member

_____________________________ Maria Sidén Member

_____________________________ Ingrid Bonde Member

_____________________________ André Strömgren CEO

This report has not been audited by the company's auditor.

CONSOLIDATED INCOME STATEMENT

1 October 2024
– 31 December
1 October 2023
– 31 December
1 January 2024
– 31 December
1 January 2023
– 31 December
SEK million Note 2024 2023 2024 2023
Net revenue 4 238.6 274.7 918.5 956.1
Other operating income 5, 7 3.9 16.7 33.4 26.2
Operating expenses
Raw materials and consumables -63.0 -84.8 -249.3 -298.2
Other external expenses -44.9 -53.8 -174.6 -181.1
Personnel costs -115.2 -122.8 -419.1 -392.0
Depreciation, amortisation and
impairment of tangible and intangible
assets including right-of-use assets
-18.3 -17.4 -72.8 -65.6
Other operating expenses 6, 7 -0.8 -3.6 -2.7 -3.7
Total operating expenses -242.1 -282.4 -918.4 -940.5
Operating profit 0.4 9.1 33.5 41.8
Financial income 7 2.6 15.1 6.5 6.3
Financial expenses 7 -3.9 -5.2 -18.3 -20.6
Financial items – net -1.3 9.9 -11.8 -14.3
Profit/loss after financial items -1.0 19.0 21.7 27.5
Tax -10.1 -7.9 -7.9 -10.3
Profit for the period -11.0 11.1 13.8 17.2
Basic and diluted earnings per share,
SEK
-0.82 0.81 1.01 1.26
Average No. of shares outstanding in the
period, before and after dilution
13,550,316 13,785,333 13,671,361 13,678,259

The entire profit/loss for the period is attributable to the Parent Company's owners.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

SEK million Note 1 October 2024
– 31 December
2024
1 October 2023
– 31 December
2023
1 January 2024
– 31 December
2024
1 January 2023
– 31 December
2023
Profit for the period -11.0 11.1 13.8 17.2

Other comprehensive income

Items that will later be able to be reclassified to profit or loss

Translation differences 3.4 -7.9 6.9 -3.8
Total other comprehensive income for the
period
3.4 -7.9 6.9 -3.8
Total comprehensive income for the
period
-7.6 3.2 20.8 13.4

Comprehensive income for the period is entirely attributable to the Parent Company's shareholders.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

SEK million Note 31 December 2024 31 December 2023
ASSETS
Non-current assets
Brands 8 52.1 50.7
Customer contracts 8 27.1 38.7
Goodwill 8 1,043.2 1,012.1
Other intangible assets 2.3 0.9
Property, plant and equipment 52.8 62.3
Right-of-use assets 93.4 87.7
Deferred tax assets 2.8
Other long-term receivables 1.8 2.6
Total non-current assets 1,275.4 1,254.9
Current assets
Inventories 16.6 17.7
Accounts receivable 117.8 151.0
Contract assets 23.9 25.5
Other receivables 6.2 6.7
Prepaid expenses and accrued income 15.4 10.2
Cash and cash equivalents 101.7 106.1
Total current assets 281.5 317.3
Total assets 1,556.9 1,572.2

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONT.)

SEK million Note 31 December 2024 31 December 2023
EQUITY
Share capital 3.5 3.5
Other deferred capital 1,056.3 1,077.6
Translation differences 4.7 -1.7
Retained earnings including profit/loss for the period -7.1 -7.8
Total equity 1,057.4 1,071.6
LIABILITIES
Non-current liabilities
Borrowings 190.0 152.1
Non-current lease liabilities 57.5 49.6
Deferred tax liabilities 32.0 28.9
Other liabilities 7 21.0
Other provisions 7.5 6.2
Total non-current liabilities 287.0 257.9
Current liabilities
Borrowings 6.3 7.0
Current lease liabilities 34.5 35.3
Accounts payable 54.2 47.9
Contract liabilities 11.1 6.1
Tax liabilities 5.0 6.5
Other liabilities 7, 9 36.6 75.1
Other provisions 1.5
Accrued expenses and deferred income 63.4 64.8
Total current liabilities 212.5 242.7
Total equity and liabilities 1,556.9 1,572.2

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Other
deferred
Translation Retained
earnings
including
profit/loss
Total
SEK million Share capital capital differences for the period equity
Opening balance on 1 January 20233 3.3 1,042.5 1.6 -10.8 1,036.6
Profit for the period 17.2 17.2
Other comprehensive income for the period -3.8 -3.8
Total comprehensive income for the period -3.8 17.2 13.4
Transactions with shareholders
New share issue 0.2 0.2
Non-cash/offset issue 0.1 28.8 28.8
Issue of warrants 0.0 6.2 6.2
Dividends -13.6 -13.6
Total transactions with shareholders 0.1 35.1 -13.6 21.5
Closing balance on 31 December 2023 3.5 1,077.6 -2.2 -7.2 1,071.6
SEK million Share capital Other
deferred
capital
Translation
differences
Retained
earnings
including
profit/loss
for the period
Total
equity
Opening balance on 1 January 2024 3.5 1,077.6 -2.2 -7.2 1,071.6
Profit for the period 13.8 13.8
Other comprehensive income for the period 6.9 6.9
Total comprehensive income for the period 6.9 13.8 20.8
Transactions with shareholders
Acquisition of treasury shares -21.3 -21.3
Employee options 0.0 0.0
Dividends -13.8 -13.8
Total transactions with shareholders -21.3 -13.8 -35.0
Closing balance on 31 December 2024 3.5 1,056.3 4.7 -7.1 1,057.4

3 Pertains to equity in the Parent Company Wall to Wall Group AB.

CONSOLIDATED STATEMENT OF CASH FLOW

1 October 2024
– 31 December
1 October 2023
– 31 December
1 January 2024
– 31 December
1 January 2023
– 31 December
SEK million Note 2024 2023 2024 2023
Operating activities
Operating profit 0.4 9.1 33.5 41.8
Adjustment for items not included in cash flow 16.7 6.7 48.9 49.2
Interest received 1.3 2.8 1.9 3.4
Interest paid -2.8 -3.6 -17.0 -13.1
Tax paid 5.1 4.5 -10.7 -8.6
Cash flow before changes in working capital 20.6 19.5 56.5 72.7
Increase/decrease in inventories -0.8 3.4 1.4 -1.5
Increase/decrease in accounts receivable 3.5 5.1 38.5 -26.3
Increase/decrease in other current receivables 21.0 4.6 1.3 -5.2
Increase/decrease in accounts payable 3.7 -2.8 6.8 0.5
Increase/decrease in other current operating liabilities 17.9 18.5 -2.5 10.5
Cash flow from operating activities 65.9 48.2 102.0 50.7
Investing activities
Investments in tangible and intangible non-current
assets
-6.1 -5.4 -12.3 -13.5
Sale of tangible non-current assets 3.5 1.0 7.9 2.7
Acquisition of subsidiaries, net
of cash acquired
Investments in financial non-current assets
8
-0.0
-0.1
-0.1
-60.5
-0.1
-104.1
-0.3
Divestment of financial assets 0.1 0.0 0.1 0.7
Cash flow from investing activities -2.5 -4.6 -64.9 -114.4
Financing operations
New share issue 0.0 0.2
Proceeds from borrowings
Repayment of loans
0.4
-1.7
0.7
-1.9
45.4
-8.7
49.7
-108.4
Repayment of lease liabilities -10.9 -9.2 -43.3 -36.7
Acquisition of treasury shares -3.0 -21.3
Dividends paid to company's shareholders -13.6 -13.8 -13.6
Cash flow from financing activities -15.2 -24.0 -41.6 -108.9
Decrease/increase in cash and cash equivalents 48.2 19.6 -4.5 -172.6
Opening cash and cash equivalents 53.5 86.7 106.1 278.9
Translation differences in cash and cash equivalents 0.0 -0.1 -0.0 -0.1
Closing cash and cash equivalents 101.7 106.1 101.7 106.1

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ACCOUNTING POLICIES

The accounting policies and methods of calculation applied in this interim report are in accordance with the policies described in the 2023 Annual Report.

Basis for preparation

The financial statements have been prepared in accordance with the Swedish Annual Accounts Act, RFR 1 Supplementary Reporting Rules for Groups, as well as the International Financial Reporting Standards (IFRS) and the interpretations of the IFRS Interpretations Committee (IFRS IC) as adopted by the EU. This interim report is prepared in accordance with IAS 34 Interim Financial Reporting and the Swedish Annual Accounts Act. The financial statements have been prepared on a historical cost convention.

The company operates with one operating segment.

Risks

The Group is exposed through its operations to general business and financial risks. The risks are divided into four categories: Strategic risks, operational risks, compliance risks and financial risks. For further description of the risks connected with the Group's operations, see the 2023 Annual Report as well as below.

The economy and interest rates

The Group's end customers consist of property owners, primarily commercial managers of homes and premises, public housing and housing cooperatives. As such, the Group is impacted by macroeconomic factors and cycles that impact the property industry. To date, we have yet to note any elevated risk in terms of our accounts receivable or longer payment periods from our customers.

Geopolitical conditions

Geopolitical conditions in the last six months have been dominated by considerable uncertainty and instability, which has increased uncertainty in global economic developments, and disruptions in supply and logistics chains. As a consequence of this, there is a risk of disruption to our production, which could have a direct and indirect impact on our turnover and profitability. Despite high geopolitical uncertainty, distribution channels and material supplies have returned to more normal levels in recent times, even if this could change on short notice.

NOTE 2 – SIGNIFICANT ESTIMATES AND JUDGEMENTS

Significant estimates and judgements are unchanged from those described in Note 2 of the Group's 2023 Annual Report.

NOTE 3 – RELATED-PARTY TRANSACTIONS

No transactions between the Group and its related parties have materially impacted the Group's financial position or profit/loss for the period.

NOTE 4 – DISTRIBUTION OF NET REVENUE

The Group

1 October
2024–31
1 October
2023–31
1 January
2024–31
1 January
2023–31
December December December December
SEK million 2024 2023 2024 2023

Income is distributed as follows:

Contracting,
pipe relining
and service
152.3 207.0 618.3 712.4
Flushing 86.3 67.8 300.2 243.6
Total 238.6 274.7 918.5 956.1

NOTE 5 – OTHER OPERATING INCOME

The Group

SEK million 1 October
2024–31
December
2024
1 October
2023–31
December
2023
1 January
2024–31
December
2024
1 January
2023–31
December
2023
Revaluation
of contingent
earnouts
14.7 23.5 21.1
Other items 3.9 2.1 9.9 5.0
Total 3.9 16.7 33.4 26.2

NOTE 6 – OTHER OPERATING EXPENSES

The Group

1 October 1 October 1 January 1 January
2024–31 2023–31 2024–31 2023–31
December December December December
SEK million 2024 2023 2024 2023
Revaluation
of contingent
earnouts -3.1 -3.1
Other items -0.8 -0.5 -2.7 -0.6
Total -0.8 -3.6 -2.7 -3.7

NOTE 7 – FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE

Issued series 2021:2 and 2021:3 warrants offer the company the possibility to conduct settlement through net strike. This means there is a variability in the number of shares that will be issued and the fixed for fixed condition in IAS 32 is therefore not fulfilled. In the event of net settlement, the company uses its own shares as payment to settle the existing obligation.

The number of shares issued depends on the fair value of the company's shares on the settlement date. Series 2021:2 and 2021:3 warrants are therefore recognised in accordance with IAS 32 and classified as financial liabilities and not as equity. The Group's issued investor warrants and contingent earnouts are classified as financial liabilities and are measured at fair value through profit or loss (FVTPL).

Change in value for investor warrants is recognised in profit or loss under financial items and the change in value for contingent earnouts is recognised in profit or loss in the operating profit.

31
December
31
December
SEK million 2024 2023
Series 2021:2 warrants issued 0.4 4.0
Series 2021:3 warrants issued 0.6 2.0
Total 1.0 6.0

At the end of the fourth quarter, the value of liabilities connected to series 2021:2 and 2021:3 warrants outstanding amounted to SEK 1.0 million (SEK 6.0 million on 31 December 2023).

Series 2021:2 and 2021:3 warrants are valued according to level 1 and are, as of the balance-sheet date, respectively valued at SEK 0.4 million, 1,200,960 at SEK 0.36 (SEK 4.0 million, 1,200,960 at SEK 3.30 on 31 December 2023) and SEK 0.6 million, 1,965,978 at SEK 0.30 (SEK 2.0 million, 1,965,978 at SEK 1.01 on 31 December 2023) and recognised as other current liabilities.

During the 1 October–31 December 2024 quarter, SEK 1.3 million (11.4) was recognised as financial income in the Group and the Parent Company as a result of warrant revaluations. During the 1 January–31 December 2024 period, SEK 4.9 million (1.5) was recognised as financial income in the Group and the Parent Company as a result of warrant revaluations. On the balancesheet date, 3,166,938 warrants (8,855,585 on 31 December 2023) were outstanding (series 2021:2 and 2021:3), of which 3,166,938 (3,166,938 on 31 December 2023) were possible to exercise.

Contingent earnouts Financial instruments Level 3

31
December
31
December
SEK million 2024 2023
Opening balance 51.2 68.9
Acquisitions 23.8
Remeasurements -23.5 -17.9
Payments -28.8 -24.0
Discount effect 0.8 0.7
Currency effect 0.3 -0.3
Closing balance 51.2
of which non-current 21.0
of which current 30.2

Contingent earnout: The company usually uses an acquisition structure with a base consideration and contingent earnout for corporate acquisitions.

In each quarter, the contracts and conditions that govern the size of the contingent earnouts is assessed. Based on these assessments, remeasurements of the size of the contingent earnouts can occur. Remeasurements were conducted in the quarter, which provided an earnings effect corresponding to SEK 0.0 (11.6) million. During the 1 January–31 December 2024 period, remeasurements were conducted, which provided an earnings effect corresponding to SEK 23.5 (18.1) million.

The assessments are based on actual outcomes and forecasts, which may lead to revaluations. The contingent considerations fall due for payment within three years and are limited to not more than SEK 6.5 (115.8 on 31 December 2023) million. During the 1 October–31 December 2024 quarter, SEK 0.0 million (-0.7) in interest was recognised in net financial items concerning contingent earnouts. During the 1 January–31 December 2024 period, SEK -0.8 (-0.7) million in interest was recognised in net financial items concerning earnouts.

NOTE 8 – BUSINESS COMBINATIONS

On 30 April 2024, 100% of the share capital of Molins i Kalmar AB was acquired.

SEK million

Total purchase consideration 42.7
Cash and cash equivalents 42.7
Molins i Kalmar AB

Fair value of identifiable acquired assets and assumed liabilities

Non-current assets 14.2
Brands 1.0
Current assets 5.1
Total assets 36.9
Non-current liabilities (incl. lease liabilities) -10.3
Deferred tax liabilities -0.9
Current liabilities -2.1
Total liabilities -13.3
Net identifiable assets 23.6
Goodwill 19.2

As of the balance-sheet date, acquisition analyses are preliminary. At the time the financial statements were authorised for issue, the Group had not yet completed the accounting for the business combination. In particular, the fair values of the assets and liabilities disclosed above have only been determined provisionally as the independent valuations have not been finalised.

Revenue and profit of the business combination

Molins i Kalmar AB was acquired on 30 April 2024 and contributed SEK 22.8 million, of which SEK 0.1 million comprised internal sales, and SEK 5.4 million in net revenue and operating profit (EBIT) during the period. If the acquisition had occurred on 1 January 2024, proforma total net revenue and operating profit (EBIT) as of 31 December 2024 would have been SEK 32.4 million and SEK 7.1 million respectively. These amounts have been

calculated using the subsidiary's results and adjusting them for differences in the accounting policies between the Group and the subsidiary, and the additional depreciation and amortisation that would have been charged assuming the fair value adjustments had applied from 1 January 2024, together with the consequential tax effects.

Acquisition-related costs

Acquisition-related costs during the 1 October–31 December 2024 quarter of SEK -0.0 (-0.1) million are included in other external expenses in the consolidated statement of comprehensive income and in operating activities in the cash-flow statement. Acquisitionrelated costs during the 1 January–31 December 2024 period of SEK -1.0 (-7.4) million are included in other external expenses in the consolidated statement of comprehensive income and in operating activities in the cash-flow statement.

Purchase considerations – cash outflow

1 October
2024–31
1 January
2024–31
December December
SEK million 2024 2024
Cash consideration for
acquired operation
Molins i Kalmar AB
-42.7
Acquired cash Molins i
Kalmar AB
16.5
Earnouts paid
Adjusted purchase
considerations, other
-28.8
subsidiaries -5.5
Net outflow of cash and
cash equivalents –
investing activities
-60.5

NOTE 9 – OTHER CURRENT LIABILITIES

SEK million 31 December
2024
31 December
2023
Contingent earnouts 30.2
Warrants 1.0 6.0
Other liabilities 35.6 39.0
Total other current liabilities 36.6 75.1

PARENT COMPANY INCOME STATEMENT

SEK million Note 1 January 2024
– 31 December
2024
1 January 2023
– 31 December
2023
Net revenue 7.0 4.9
Other operating income 0.9
Operating expenses
Other external expenses -9.4 -15.5
Personnel costs -15.0 -8.5
Other operating expenses -0.0
Total operating expenses -24.4 -23.9
Operating profit -16.4 -19.0
Financial income and expenses4
Other interest income and similar profit/loss items 5.0 3.6
Interest expenses and similar profit/loss items -0.0 0.0
Total financial income and expenses 5.0 3.6
Profit/loss after financial items -11.4 -15.4
Closing appropriations
Group contributions received 15.9
Profit/loss before tax -11.4 0.5
Tax 0.0
Profit for the period -11.4 0.5

There are no items that are recognised as other comprehensive income. Total comprehensive income is therefore the same as profit/loss for the period.

4 See Group Note 7.

PARENT COMPANY STATEMENT OF FINANCIAL POSITION

SEK million Note 31 December 2024 31 December 2023
ASSETS
Intangible assets
Other intangible assets 1.8
Total intangible assets 1.8
Financial non-current assets
Participations in subsidiaries 989.3 989.3
Other long-term receivables 0.0
Total financial non-current assets 989.4 989.3
Total non-current assets 991.1 989.3
Current assets
Receivables with Group companies 17.2 16.8
Tax assets 0.0
Other receivables 0.4 2.6
Prepaid expenses and accrued income 0.8
Total current receivables 18.4 19.3
Cash and bank balances 43.3
Total cash and bank balances 43.3
Total current assets 18.4 62.6
Total assets 1,009.5 1,052.0
EQUITY
Restricted equity
Share capital 3.5 3.5
Total restricted equity 3.5 3.5
Non-restricted equity
Share premium reserve 1,056.3 1,077.6
Retained earnings including profit/loss for the period -64.0 -38.9
Total non-restricted equity 992.3 1,038.7
Total equity 995.7 1,042.2
Current liabilities
Accounts payable 1.8 0.4
Overdraft facility 3.7
Other liabilities 3.8 6.9
Accrued expenses and deferred income 4.6 2.4
Total current liabilities 13.8 9.8
Total liabilities 13.8 9.8
Total equity and liabilities 1,009.5 1,052.0

MULTI-YEAR REVIEW GROUP5

1 January 2024 1 January 2023 28 April 2022
SEK million – 31 December 2024 – 31 December 2023 – 31 December 20226
Adjusted EBITDA 97.2 112.0 65.8
Adjusted EBITDA margin, % 10.6% 11.7% 15.4%
Adjusted EBITA 36.7 58.3 39.2
Adjusted EBITA margin, % 4.0% 6.1% 9.2%
Operating profit (EBIT) 33.5 41.8 4.2
Net earnings 13.8 17.2 -5.8
Net debt 186.6 137.8 -8.9
Adjusted EBITDA R127 109.7 115.9 116.8
Net debt/adjusted EBITDA R127 1.7 1.2 -0.1
Average No. of shares outstanding in the period, before and
after dilution 13,671,361 13,678,259 13,348,394
No. of shares outstanding at end of period 13,817,291 13,817,291 13,348,394
Treasury shares 291,553
Basic and diluted earnings per share by average number of
shares, SEK 1.01 1.26 -0.43
Average number of employees 502 490 331

5 Refer to the "Definitions" section.

6 The Group was founded on 28 April 2022 when Wall to Wall Group AB acquired Spolargruppen Sverige AB.

7 Refers to proforma adjusted EBITDA.

DERIVATION OF ALTERNATIVE PERFORMANCE MEASURES

1 October 1 October 1 January 1 January
2024
– 31
2023
– 31
2024
– 31
2023
– 31
December December December December
SEK million 2024 2023 2024 2023
Operating margin
Net revenue 238.6 274.7 918.5 956.1
Operating profit (EBIT) 0.4 9.1 33.5 41.8
Operating margin 0.2% 3.3% 3.7% 4.4%
EBITDA
Operating profit (EBIT) 0.4 9.1 33.5 41.8
Depreciation of tangible non
current assets 15.0 14.4 60.5 53.7
Amortisation of intangible
assets and impairment of
intangible and tangible non
current assets 3.3 3.0 12.3 11.9
EBITDA 18.7 26.5 106.4 107.4
EBITDA margin
Net revenue 238.6 274.7 918.5 956.1
EBITDA 18.7 26.5 106.4 107.4
EBITDA margin 7.8% 9.6% 11.6% 11.2%
Adjusted EBITDA
Operating profit (EBIT) 0.4 9.1 33.5 41.8
Depreciation of tangible non
current assets 15.0 14.4 60.5 53.7
Amortisation of intangible
assets and impairment of
intangible and tangible non
current assets 3.3 3.0 12.3 11.9
Items affecting comparability 8.9 -0.4 -9.2 4.7
Adjusted EBITDA 27.6 26.1 97.2 112.0
Adjusted EBITDA margin
Net revenue 238.6 274.7 918.5 956.1
Adjusted EBITDA 27.6 26.1 97.2 112.0
Adjusted EBITDA margin 11.6% 9.5% 10.6% 11.7%

DERIVATION OF ALTERNATIVE PERFORMANCE MEASURES (CONT.)

1 October 1 October 1 January 1 January
2024
– 31
2023
– 31
2024
– 31
2023
– 31
December December December December
SEK million 2024 2023 2024 2023
EBITA
Operating profit (EBIT) 0.4 9.1 33.5 41.8
Amortisation of intangible
assets and impairment of
intangible and tangible non
current assets 3.3 3.0 12.3 11.9
EBITA 3.7 12.1 45.8 53.7
Adjusted EBITA
Operating profit (EBIT) 0.4 9.1 33.5 41.8
Amortisation of intangible
assets and impairment of
intangible and tangible non
current assets 3.3 3.0 12.3 11.9
Items affecting comparability 8.9 -0.4 -9.2 4.7
Adjusted EBITA 12.6 11.7 36.7 58.3
Adjusted EBITA margin
Net revenue 238.6 274.7 918.5 956.1
Adjusted EBITA 12.6 11.7 36.7 58.3
Adjusted EBITA margin 5.3% 4.3% 4.0% 6.1%

DEFINITIONS

IFRS metrics: Definitions:
Earnings per share Net earnings in SEK in relation to the
average number of shares during the
period, according to IAS 33.
Diluted earnings per share Net earnings in SEK in relation to the
average number of shares during the
period, according to IAS 33.
Alternative performance measures: Definitions: Purpose:
Net debt Non-current and current interest-bearing
liabilities, excluding acquisition-related
liabilities, less cash and cash equivalents
at the end of the period.
Presents the Group's total debt adjusted
for cash and cash equivalents. Used to
monitor debt developments and the scope
of refinancing needs.
EBITDA Profit/loss before interest income and
interest expenses, tax, depreciation and
impairment of tangible assets and
amortisation and impairment of intangible
assets.
Reflects the operations' profitability and
enables comparison of profitability over
time, irrespective of depreciation,
amortisation and impairment of intangible
and tangible non-current assets, and
independent of taxes and financing
structure.
EBITDA margin Adjusted EBITDA in % of net revenue. Reflects the operations' profitability before
depreciation, amortisation and impairment
of intangible and tangible non-current
assets. The performance metric is an
important component for monitoring value
creation in the Group and for increasing
comparability over time.
Items affecting comparability Transaction-related costs, contingent
earnout revaluations and capital
gains/losses from the sale of operations as
well as other revenue and costs
considered to affect comparability.
Separate reporting of these items
increases comparability between periods
and over time regardless of the timing.
Adjusted EBITDA EBITDA adjusted for items affecting
comparability
Reflects the operations' profitability and
enables comparison of profitability over
time, irrespective of depreciation,
amortisation and impairment of intangible
and tangible non-current assets, and
independent of taxes, financing structure
and the impact of items affecting
comparability.
Adjusted EBITDA margin Adjusted EBITDA in % of net revenue. Reflects the operations' profitability before
depreciation, amortisation and impairment
of intangible and tangible non-current
assets. The performance metric is an
important component for monitoring value
creation in the Group after adjustment for
items affecting comparability and for
increasing comparability over time.
EBITA Profit/loss before interest income and
interest expenses, tax, impairment of
tangible assets, and amortisation and
impairment of intangible assets.
Reflects the operations' profitability and
enables comparison of profitability over
time, irrespective of impairment of tangible
assets, and amortisation and impairment
of intangible assets, and independent of
taxes and financing structure.

DEFINITIONS (CONT.)

Alternative performance measures: Definitions: Purpose:
Adjusted EBITA EBITA adjusted for items affecting
comparability
Reflects the operations' profitability and
enables comparison of profitability over
time, irrespective of impairment of tangible
assets, and amortisation and impairment
of intangible assets, and independent of
taxes, financing structure and the impact
of items affecting comparability.
Adjusted EBITA margin Adjusted EBITA in % of net revenue. Reflects the operations' profitability and
enables comparison of profitability over
time, irrespective of impairment of tangible
assets, and amortisation and impairment
of intangible assets, and independent of
taxes, financing structure and the impact
of items affecting comparability, and to
increase comparability over time.
Operating profit (EBIT) Operating profit after
depreciation/amortisation and impairment
of tangible and intangible non-current
assets.
Reflects the operations' profitability and
enables comparison of profitability over
time.
Operating margin EBIT in % of net revenue. Reflects the operations' profitability and
enables comparison of profitability and
value creation over time.
Net earnings Consolidated profit for the period. Reflects the operations' profitability and
value creation over time.
Net debt/adjusted EBITDA R12 Net debt in relation to adjusted proforma
EBITDA for the most recent 12-month
period.
Used to illustrate the company's total
liabilities adjusted for cash and cash
equivalents, and the company's ability to
repay debt.
Proforma Proforma refers to the Group as if the
companies, including acquisitions, had
been included throughout the comparison
period.
Reflects what the Group would look like if
all companies were included since 1
January 2021 and is used to increase
comparability over time. Since acquisitions
are made on an ongoing basis.
Working capital Total current assets less cash and cash
equivalents, tax assets and current non
interest-bearing liabilities excluding
contingent earnouts, debt warrants at
period end, tax liabilities and current
provisions.
A measure of the Group's short-term
financial position.

| Wall to Wall Group

Talk to a Data Expert

Have a question? We'll get back to you promptly.