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Pierce Group

Interim / Quarterly Report Aug 24, 2022

3096_ir_2022-08-24_4ccc54f4-9587-4959-b6bb-f4841ab3cd46.pdf

Interim / Quarterly Report

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  • Net revenues amounted to SEK 450 (451) million. In local currencies decline was 3%.
  • EBITDA totaled SEK 1 (42) million. Adjusted EBITDA was SEK 3 (43) million, equivalent to a margin of 0.6% (9.5%).
  • Operating profit (EBIT) was SEK -11 (31) million. Adjusted operating profit (EBIT) was SEK -9 (32) million and the adjusted operating margin was -2.1% (7.0%). The decline was primarily due to a lower gross margin level driven by continued high shipping costs from Asia and campaign activities to drive sales on a declining market.
  • Cash flow for the period was SEK -10 (-407) million. The comparative period's cash flow was impacted negatively by the repayment of previous financing after listing.
  • Profit/loss for the period amounted to SEK -1 (21) million.
  • Earnings per share before dilution was SEK -0.01 (0.54) and SEK -0.01 (0.54) after dilution.

April – June 2022 January – June 2022

  • Net revenue amounted to SEK 870 (820) million, a growth of 6%. In local currencies growth was 3%.
  • EBITDA totaled SEK 2 (61) million. Adjusted EBITDA was SEK 3 (72) million, equivalent to a margin of 0.4% (8.8%).
  • Operating profit (EBIT) was SEK -23 (38) million. Adjusted operating profit (EBIT) totaled SEK -21 (50) million and the adjusted operating margin was -2.5% (6.1%).
  • Cash flow for the period was SEK 4 (-62) million. Cash flow during the comparative period primarily comprised of proceeds from the new share issue executed in conjunction with the listing, less the repayment of previous financing.
  • Profit/loss for the period amounted to SEK -15 (22) million.
  • Earnings per share before dilution was SEK -0.38 (0.59) and SEK -0.38 (0.59) after dilution.
Apr-Jun Jan-Jun Jul 2021- Jan-Dec
SEKm (unless stated otherwise) 2022 2021 2022 2021 Jun 2022 2021
Net revenue 450 451 870 820 1,645 1,594
Growth (%)¹ 0% -5% 6% 5% 5% 5%
Growth in local currencies (%)¹ -3% -1% 3% 9% 4% 7%
Gross profit 178 209 350 385 693 728
Profit after variable costs¹ ² 69 103 132 190 284 343
Overhead costs¹ -66 -60 -128 -118 -249 -239
Adjusted EBITDA¹ 3 43 3 72 36 104
Adjusted operating profit (EBIT)¹ ³ -9 32 -21 50 -13 58
Items affecting comparability¹ -1 -1 -1 -11 -2 -12
EBITDA¹ 1 42 2 61 34 93
Operating profit (EBIT)³ -11 31 -23 38 -15 46
Profit/loss for the period -1 21 -15 22 -10 26
Gross margin (%)¹ 39.5% 46.3% 40.2% 47.0% 42.1% 45.7%
Profit after variable costs (%)¹ 15.3% 22.8% 15.1% 23.2% 17.3% 21.5%
Adjusted EBITDA (%)¹ 0.6% 9.5% 0.4% 8.8% 2.2% 6.5%
Adjusted operating margin (EBIT) (%)¹ -2.1% 7.0% -2.5% 6.1% -0.8% 3.6%
Cash flow for the period -10 -407 4 -62 -5 -71

¹Alternative performance measures (APM), see pages 21 - 23 for definitions and purpose of these measurements.

² Variable costs refers, in addition to cost of goods sold, to variable sales and distribution costs. These include direct marketing costs as well as other direct costs and correlates essentially with net revenue. Other direct costs mainly consist of freight, invoicing and packaging.

³Operating profit (EBIT) includes depreciation and amortisation. Amortisation attributable to business acquisitions¹ were SEK 1.1 million during the last twelve months' period and SEK 1.5 million in 2021.

Significant events during the reporting period

On 28 June 2022 Pierce Group AB (publ) successfully finalized the subscription period for its preferential rights issue. As a result of the 100% subscribed rights issue, Pierce's share capital will increase by SEK 793,741 to 1,587,482 SEK and the number of shares will increase by 39,687,050 shares. The number of shares in Pierce Group AB after the rights issue will amount to 79,374,100 shares. For further information, see Note 8.

Significant events after the end of reporting period

On 6 July 2022, a total of 39,687,050 shares were registered through a new share issue. On 7 July 2022, following a completion of the rights issue, Pierce received approximately SEK 337 million after deductions of issue costs. After receipt of the proceeds from the rights issue, Pierce repaid bank loans of approximately SEK 180 million. Considering the global uncertainty, the remaining proceeds from the rights issue will allow Pierce to strengthen the Company's financial capacity in order to continue Pierce's long-term growth strategy and to implement measures to increase profitability.

Continued weak market, strong balance sheet provides resilience and growth opportunities

The online market continued to be weak during the quarter with negative traffic growth. We continued to prioritize volume before profitability, at the same time the margins were impacted by higher costs for shipping, materials, and supplies. The successful preferential rights issue strengthens the balance sheet and our resilience in an environment which is, in the short-term, very uncertain. This provides a strong starting point for long-term profitable growth with the support of a structurally growing market, while, at the same time, we can focus on further enhancing operational efficiency.

The worrisome external environment negatively impacts consumer behavior, and our online market of gear, parts and accessories continues to be weak, with negative growth also during the second quarter. Simultaneously, actual sales of motorcycles show good growth according to recent statistics. New motorcycle registrations in the five largest countries in Europe increased by 8 percent during 2021 and by 15 percent during the first quarter 2022.

Consumer prices are slowly and cautiously increasing in the market, but not on level with the rapid major cost increases in the value chain, which puts pressure on the gross margin. Continued high inventory levels limit the possibility of fully implementing price increases vis-á-vis customers. It is positive to see that the container shipping cost from Asia has decreased substantially during the recent months; however, it is expected to take a couple of quarters before this will be visible in the results.

In this weak market during the quarter, we continued to prioritize sales volumes and reduce the inventory and net debt. We drove sales through a continued high level of campaign activities and an improved offering within Onroad, which resulted in revenues on par with last year's. In local currency, the decline was 3 percent. The inventory level decreased by MSEK 21, equivalent to 4 percent.

Continued growth within Onroad, decrease in sales within Offroad

In local currency, Onroad grew by 10 percent while Offroad decreased by 12 percent. Growth within Onroad was primarily driven by an increasingly stronger assortment, together with successful campaign activities. We launched our new "Mega" campaign format which contributed to an increase in the number of new Onroad customers by 11 percent during the quarter. At the beginning of the period, we implemented larger price increases within, in particular, Offroad but saw that growth was affected so we readjusted the prices. As a result, the sales development in Offroad improved at the end of the quarter.

Our focus on driving sales implied continued pressure on margins through increased campaign activities and cost increases which could not be fully transferred to the customers. Adjusted EBIT was, therefore, MSEK -9 for the quarter compared with MSEK 32 for the comparative period last year. The most important factors behind the decline were lower gross margins (from container costs, raw material, and price adjustments), higher shipping costs within Europe and increased overhead costs where last year's figures were positively impacted by certain temporary items.

Focus on operational efficiency

We have since long prioritized operational efficiency. As a result, the number of employees, excluding warehouse personnel, decreased by 9 percent compared with the end of the first half year 2021 and is somewhat lower than in 2019 despite a volume growth since that time of approx. 50 percent. This shows the business model is highly scalable. During second quarter we prepared the next major stage in our efficiency improvement work, which includes several focused initiatives within purchasing, pricing, supply chain and overheads. We expect that this will impact the gross margin, shipping costs and overheads with a full effect in the second half of next year.

So far in the third quarter, the market shows marginal improvements, but the overall trends are the same as in previous quarters. The major uncertainty in the external environment is expected to remain in the near term and the challenges in recent quarters, with a weak market, cost inflation and supply chain disruptions, will continue during forthcoming quarters. We will continue our agile approach and find new ways to increase profitability with the market conditions at hand, and we will carefully prioritise purchase volumes. Our unique offering, with many strong and valuefor-money private brand products, is a strength when customers' financial situations change. Our customers are comprised, largely, of passionate motorcycle riders who will continue enjoying their hobby or travelling to work; however, inflation and uncertain purchasing patterns have an impact.

Sales channel shift to online and a strong balance sheet reinforces the long-term growth prospects

If we extend the horizon, a new and updated market study, which we commissioned, indicates that the market for motorcycle gear, parts and accessories is expected grow, in the long-term, by 11 percent per year between 2021- 2026, primarily through the structural sales channel shift from physical shops to online. The total market, including physical shops, is expected to grow by 4 percent per year.

Our balance sheet was notably strengthened through the preferential rights issue, which we successfully completed in June and the beginning of July. Equity increased by MSEK 330, net of transaction costs. As a result, we paid off outstanding loans and secured a considerable net cash position which means we have a strong degree of resilience in the current uncertain external environment. The rights issue provides us with financial stamina and means that we can gradually shift focus towards also rebuilding margins and not only improving our cash situation. In conjunction with the rights issue, the credit facility was renegotiated ensuring, thereby, a greater freedom of action in the short-term.

We also welcomed a new main shareholder during the quarter, Verdane Capital, who has extensive competence and experience in successfully owning e-commerce companies.

Stockholm, 24 August 2022

Henrik Zadig CEO, Pierce Group AB

Apr-Jun Jan-Jun Jul 2021- Jan-Dec
SEKm (unless stated otherwise) 2022 2021 2022 2021 Jun 2022 2021
Revenue measures
Net revenue per geographical area
Nordics 177 169 323 296 590 563
Outside the Nordics 273 282 548 524 1,055 1,031
Net revenue 450 451 870 820 1,645 1,594
Growth per geographical area 4%
Nordics (%)¹ 5% -9% 9% 8% 12% 11%
Outside the Nordics (%)¹ -3% -5% 5% 4% 2% 1%
Growth (%)¹ 0% 6% 5% 5% 5%
Performance measures
Gross margin (%)¹ 39.5% 46.3% 40.2% 47.0% 42.1% 45.7%
Profit after variable costs (%)¹ 15.3% 22.8% 15.1% 23.2% 17.3% 21.5%
Overhead costs (%)¹ 14.7% 13.3% 14.7% 14.4% 15.1% 15.0%
Adjusted EBITDA (%)¹ ² 0.6% 9.5% 0.4% 8.8% 2.2% 6.5%
Adjusted operating margin (EBIT) (%)¹ -2.1% 7.0% -2.5% 6.1% -0.8% 3.6%
Earnings per share before dilution (SEK) -0.01 0.54 -0.38 0.59 -0.26 0.68
Earnings per share after dilution (SEK) -0.01 0.54 -0.38 0.59 -0.26 0.68
Cash flow and other financial measures
Operating profit (EBIT) -11 31 -23 38 -15 46
Investments³ -3 -7 -9 -14 -21 -26
Operating profit (EBIT) minus investments -14 23 -32 25 -36 20
Changes in net working capital -24 -30 5 -32 -100 -137
Other non-cash items¹ ⁴ 8 5 24 11 34 21
Operating cash flow¹ -30 -2 -4 3 -102 -96
Net change in loans 21 -424 12 -424 105 -331
Paid/received blocked funds 14 14 -0 14
Other cash flow¹ ⁵ -1 5 -4 345 -7 342
Cash flow for the period -10 -407 4 -62 -5 -71
Cash and cash equivalents⁶ 23 27 23 27 23 18
55
Net debt excluding IFRS 16¹ ⁶ 176 0.5 176 55 176 160
Net debt/EBITDA¹ ⁷ 15.1 15.1 0.5 15.1 2.0
Inventory⁶ 490 374 490 374 490 534
Other current operating assets¹ ⁶ 36 43 36 43 36 30
Other current operating liabilities¹ ⁶ -288 -265 -288 -265 -288 -305
Net working capital¹ ⁶ 238 152 238 152 238 260
Operating measures
Number of orders (thousands)¹ 483 477 944 905 1,775 1,735
Average order value (AOV) (SEK)¹ 933 944 922 906 927 919
Net revenue from private brands¹ 179 165 350 322 637 609
Active customers last 12 months (thousands)¹ 1,167 1,141 1,167 1,141 1,167 1,148

¹Alternative performance measures (APM), see pages 21 - 23 for definitions and purpose of these measurements.

² Adjusted EBITDA, excluding IFRS 16, amounted during the last twelve months' period to SEK 12 (121) million.

⁴ Other non-cash items refers in all significance to amortisation and depreciation, excluding depreciation of right-of-use assets, and change in current short term provisions. ³ Investments regards cash flow from investments excluding paid/received blocked funds.

⁵ Other cash flow mainly regards paid/received tax, paid financial net and new share issues and issue of warrants excluding paid issue costs.

⁷ Net debt refers to the alternative performance measure net debt excluding IFRS 16, and EBITDA refers to the measure adjusted EBITDA excluding IFRS 16. ⁶ Measures correspond to each period end.

Pierce is a leading e-commerce company selling gear, parts and accessories to riders across all of Europe via some forty websites adapted to local markets. Pierce has two major segments, Offroad – sales to motocross and enduro riders, and Onroad – sales to high road riders. Pierce also has a smaller segment, Other, which primarily focuses on sales to snowmobile riders. With a large and unique product assortment, including several private brands, an excellent customer experience and attractive prices, Pierce is changing the motorcycle enthusiast market in Europe. Headquarters is located in Stockholm, the distribution warehouse is in Szczecin in Poland, and, in addition, the major portion of our customer support services is located in Barcelona. The Company has approximately 430 employees.

(Figures in parentheses refer to the equivalent period last year)

April – June 2022

Net sales

Net revenue amounted to SEK 450 (451) million. The decrease in local currencies was 3 percent. Net revenue for Offroad and Onroad changed by -9 and 14 percent respectively.

Company assesses that the total traffic on the European online market, declined compared with the equivalent quarter last year. The reduction in traffic was compensated by a higher conversion rate driven by more competitive pricing and improved assortment within Onroad segment.

Gross profit and gross margin

Gross profit amounted to SEK 178 (209) million, equivalent to a gross margin of 39.5 (46.3) percent.

Higher shipping costs from Asia, SEK -30 (-20) million, impacted the margin by -2.3 percentage points, while a disadvantageous revaluation of currencies in net working capital, SEK -2 (0) million, contributed negatively by -0.4 percentage points. The remaining margin decline, -4.0 percentage points, was primarily attributable to increased campaign activities and higher purchase prices from suppliers. These cost increases were mainly driven by higher raw materials costs.

Costs for shipping has increased with approximately 1.6 percentage points compared with first quarter. The increase is driven by a different product mix with more bulky items sold in the second quarter. There has been reduction of prices in the shipping market, however the impact of these reductions will take some time until materialized in the costs. This is because changes in shipping prices directly increase inventory value but impact the cost of goods only when they are sold.

Operating costs

Sales and distribution costs amounted to SEK -144 (-138) million and include, primarily, variable costs for marketing and freight costs to customers. In relation to net revenue, these costs were equivalent to 31.9 (30.6) percent. The increase was driven by freight cost as fuel prices grew.

Administration costs were SEK -47 (-40) million. Excluding items affecting comparability, these costs totaled SEK -46 (-40) million. Last year's costs were positively affected by temporary positive effects related to variable salaries and capitalizations.

Adjusted EBIT and EBIT

Adjusted operating profit (EBIT) was SEK -9 (32) million, equivalent to a margin of -2.1 (7.0) percent. The decrease in operating profit was mainly driven by declined gross margin. Operating profit (EBIT) totaled SEK -11 (31) million.

Items affecting comparability totaled SEK -1 (-1). As regards 2022, these items referred to external expertise costs regarding the working capital efficiency enhancement program.

Operating income was negatively impacted by exchange rate fluctuations compared with second quarter 2022.

Financial items

Financial items amounted to SEK 10 (-5) million, of which SEK 0 (-1) million referred to exchange rate differences related to the revaluation of financial balance sheet items. In addition, exchange rate effects on cash hedges totaled SEK 11 (0) million.

Other financial items, SEK -2 (-4) million, during the quarter referred primarily to interest expenses on external financing. These expenses declined notably in conjunction with the listing which took place at the end of the first quarter 2021, at which time the Company's financing structure changed significantly.

Taxes and result for the period

Tax result totaled SEK 1 (-4) million and the result for the period was SEK -1 (21) million.

January – June 2022

Net revenue

Net revenue increased by 6 percent to SEK 870 (820) million. In local currencies growth was 3 percent. Growth within Offroad and Onroad was -1 percent and 21 percent respectively.

Company assesses that the total traffic on the European online market has declined since beginning of the year. Negative development in the general economic situation accelerated by the war in Ukraine, affected the total online traffic negatively. Lower traffic has been offset by higher conversion rate and increased AOV, leading to sales growth.

Gross profit and gross margin

Gross profit amounted to SEK 350 (385) million, equivalent to a margin of 40.2 (47.0) percent.

The decline in the margin was primarily attributable to increased costs for shipping from Asia, SEK -51 (-33) million impacting the margin by -1.9 percentage points, price adjustments to drive growth since middle of first quarter and increased purchasing prices from suppliers.

Exchange rate differences, attributable to the revaluation of net working capital items, impacted gross profit by SEK -4 (-4) million.

Operating costs

Sales and distribution costs amounted to SEK -287 (-258) million, equivalent to 32.9 (31.5) percent of net revenue. This increase in relation to net revenue referred to more spending on online traffic-driving marketing activities in the first quarter and somewhat higher freight costs to customers driven by increased fuel prices.

Administration costs were SEK -88 (-86) million. Excluding items affecting comparability, administration costs totaled SEK -87 (-78) million. The increase was primarily explained by activities within IT and temporary positive effects in second quarter related to variable salaries and capitalizations.

Net revenue and growth in local currencies (%)1 , last twelve months

1 Alternative performance measures (APM), see pages 21 - 23 for definitions and purpose of these measurements.

Adjusted EBIT and EBIT

Adjusted operating profit (EBIT) amounted to SEK -21 (50) million, equivalent to a margin of -2.5 (6.1) percent. The margin decrease was mainly driven by the negative gross margin development of 6.8 percentage points.

Operating profit (EBIT) amounted to SEK -23 (38) million and was negatively impacted by items affecting comparability totalling SEK -1 (-11) million. The items affecting comparability 2022 was related to external expertise cost regarding the working capital efficiency enhancement program. Cost in 2021 attributed to the Company's stock market listing in March 2021.

Operating profit was positively impacted by exchange rate fluctuations compared with same period 2021.

Financial items

Financial items totaled SEK 6 (-19) million, of which SEK 1 (2) million referred to exchange rate differences related to the revaluation of financial balance sheet items, and SEK 10 (1) million was attributable to exchange rate effects on cash hedges.

Other financial items of SEK -5 (-22) million, were primarily attributable to interest expenses on external financing. The costs incurred last year related to early redemption of bond loan, interest expense on bond loan and shareholders loans. That was due to the previous financing structure being repaid, at the beginning of the second quarter, in conjunction with the listing and was replaced by a credit facility totaling SEK 300 million.

Taxes and result for the period

Tax totaled SEK 2 (3) million and the result for the period was SEK -15 (22) million.

The tax result is comprised of tax income of SEK 2 (7) million and tax expenses of SEK 0 (-4) million. The tax income in comparative period referred primarily to deferred tax receivables on previous years' non-deductible interest expenses. These expenses are deemed to be able to be treated as deductible costs in future income tax returns. The changed assessment is based on significantly lower expected interest expenses due to the new financing structure implemented in conjunction with the stock exchange listing.

Adjusted EBIT¹ and adjusted EBIT (%)¹,

(Figures in parentheses refer to the equivalent period last year)

April – June 2022

Cash flow from operating activities was SEK -22 (7) million. The difference compared with the same period 2021 was caused mainly by the operating profit (EBIT) of SEK -11 (31) million and changes in net working capital of SEK -24 (-30) million. Changes in net working capital during the quarter were primarily attributable to a reduction of inventories, SEK 21 million and to a decrease in working capital liabilities, SEK - 28 million. Additionally, the quarter was affected by negative non-cash items on net working capital of total SEK -12 million. Non-cash items were arising from rights issue costs incurred and accrued for of SEK -16 million, and from exchange rates effect of SEK 4 million. During the comparison period, changes in net working capital were mainly related to increase in inventories of SEK 24 million.

Cash flow from investments amounted to SEK -3 (6) million and referred primarily to IT systems in current period. In previous period, this item was affected by repaid blocked funds of SEK 14 million.

Cash flow from financing activities totaled SEK 16 (-421) million and primarily referred to changes in the utilised credit facility. The equivalent figure for the previous year was largely explained by the listing.

Cash flow for the period was SEK -10 (-407) million and cash and cash equivalents for the period totaled SEK 23 (27) million.

Net revenue and net working capital (%)1 , last twelve months

(Figures in parentheses refer to the equivalent period last year)

Net working capital

Net working capital at the end of the period was SEK 238 (152) million and increased mainly due to higher inventory levels. Comparing to the end of the first quarter 2022, net working capital increased by SEK 24 million, which was primarily related to a decrease in current liabilities and was partially offset by lower inventory level.

Right-of-use assets and leasing liabilities

Right-of-use assets decreased by SEK 9 million to SEK 64 million, compared with the same period last year, largely as a result of depreciations for the period. Leasing liabilities decreased by SEK 9 million to SEK 71 million.1

Net debt

Of the Company's credit facility of SEK 300 million, a total of SEK 2002 million has been utilised at the end of the period. Of the utilised credit facility, a total of SEK 179 million was comprised of short-term loans and SEK 22 million referred to the utilised overdraft facility. Cash and cash equivalents at the end of the period amounted to SEK 23 (27) million.

Net debt, excluding IFRS 16, amounted to SEK 176 million and was SEK 16 million higher than at the end of 2021. At the end

January – June 2022

Cash flow from operating activities was SEK 13 (18) million. The difference referred to changes in net working capital, SEK 5 (-32) million, and operating profit of SEK -23 (38) million. Net working capital was affected by non-cash items of SEK -17 million.

Cash flow from investments totaled SEK -9 (0) million and referred to investments in IT systems and to purchase of equipment for distribution warehouse of SEK -9 (-14) million. Additionally, the comparison period included repaid blocked funds of SEK 14 million.

Cash flow from financing activities was SEK 1 (-80) million. This net improvement was the result of the new loans secured less the utilized credit facility and amoritized lease liabilities. The equivalent figure in comparative period is explained by repayment of previous financing structure and repaid earn-out, and also by proceeds received from share issue in conjunction with the listing and by utilised credit facility.

Cash flow during the interim period was SEK 4 (-62) million. Including exchange rate differences, which totaled SEK 0 (2) million, cash and cash equivalents at the end of the period amounted to SEK 23 (27) million.

Operating cash flow during the last twelve months amounted to SEK -102 (30) million.

of the second quarter 2021, net debt totaled SEK 55 million. The change of SEK 121 million is explained by a slightly lower level of cash and cash equivalents, SEK 4 million, and increased interest-bearing liabilities, SEK 117 million. The key performance measure, Net debt/EBITDA1 , amounted to 15.1x. This was in excess of the Group's target not to exceed 2.0x, subject to temporary flexibility for strategic initiatives.

Pierce fulfilled the covenant terms associated with this credit facility as of 30 June 2022.

Equity

The Group's equity amounted to SEK 414 (433) million. The change in equity between comparative quarters was explained by change of loss for the period of SEK -10 million, tax effect on issue cost within equity recognized in 2021 of SEK 3 million, share issue cost of SEK -16 million incurred and accrued for regarding the rights issue effective in July 2022 and a translation reserve of SEK 4 million.

Credit facility

The Pierce credit facility is subject to, amongst other things, certain financial covenants. As of 30 June 2022, Pierce fulfilled the covenants for the credit facility, which are reported quarterly.

1 Alternative Performance Measures (APM), see pages 21 - 23 for definitions and the purpose of these measures.

2 The difference between "Utilised credit facility" in the Group's statement of cash flow and "Liabilities to credit institutions" in the balance sheet is explained by capitalised loans and interest expenses.

(Figures in parentheses refer to the equivalent period last year)

Pierce's operations are, in all essential aspects, carried out in Europe and primarily within the segments Offroad and Onroad. Offroad refers to sales to motocross and enduro riders and these products are sold under the brand 24MX. Onroad refers to sales to motorcycle riders primarily using high roads and the products are sold under the brand XLMOTO. Within Offroad, Pierce has significantly larger market shares compared to Onroad. The Company's addressable market within Onroad is significantly larger and more exposed to competition compared to Offroad. Pierce's sales consist of gear, parts and accessories. Pierce has one more segment, Other, which primarily focuses on sales to snowmobile riders.

Overall summary

Apr-Jun Jan-Jun Jul 2021- Jan-Dec
SEKm 2022 2021 2022 2021 Jun 2022 2021
Offroad 243 267 484 488 970 974
Onroad 197 173 331 274 558 500
Other 10 11 56 58 117 119
Net revenue 450 451 870 820 1,645 1,594
Offroad 103 129 207 240 429 462
Onroad 73 75 123 119 213 209
Other 4 5 24 30 53 59
Intra-group costs¹ -2 0 -4 -4 -2 -2
Gross profit 178 209 350 385 693 728
Offroad 45 69 86 130 194 238
Onroad 25 31 42 49 71 78
Other 1 3 8 16 21 29
Intra-group costs¹ -2 0 -4 -4 -2 -2
Profit after variable costs² ³ 69 103 132 190 284 343

¹

Intra-group costs, consists of exhange rate revaluation of net working capital items which are not divided between segments. These amounted in Q3 2021 SEK 0 (-1) million, Q4 2021 SEK 2 (6) million, Q1 2022 SEK -1 (-4) million and Q2 2022 SEK -2 (0) million. ²Alternative performance measures (APM), see pages 21 - 23 for definitions and purpose of these measurements.

Other direct costs mainly consist of freight, invoicing and packaging. ³ Variable costs refers, in addition to cost of goods sold, to variable sales and distribution costs. These include direct marketing costs as well as other direct costs and correlates essentially with net revenue.

For more information about the segment, see Note 4.

Offroad

Apr-Jun Jan-Jun Jul 2021- Jan-Dec
SEKm (unless stated otherwise) 2022 2021 2022 2021 Jun 2022 2021
Net revenue 243 267 484 488 970 974
Growth (%)¹ -9% -7% -1% 4% -0% 2%
Gross profit 103 129 207 240 429 462
Gross margin (%)¹ 42.5% 48.4% 42.7% 49.2% 44.2% 47.5%
Profit after variable costs¹ ² 45 69 86 130 194 238
Profit after variable costs (%)¹ 18.7% 26.0% 17.7% 26.6% 20.0% 24.5%
Number of orders (thousands)¹ 253 287 518 545 1,037 1,064
Average order value (AOV) (SEK)¹ 960 931 935 896 936 916
Active customers last 12 months (thousands)¹
¹
Alternative performance measures (APM), see pages 21 - 23 for definitions and purpose of these measurements.
644 658 644 658 644 660

Other direct costs mainly consist of freight, invoicing and packaging. ² Variable costs refers, in addition to cost of goods sold, to variable sales and distribution costs. These include direct marketing costs as well as other direct costs and correlates essentially with net revenue.

For more information about the segment, see Note 4.

April – June 2022

Net revenue changed by -9 percent to SEK 243 (267) million compared with the equivalent period in 2021. The decrease in local currencies was approximately 12 percent. The Nordics decreased net revenue by 5 percent and outside the Nordics net revenue decreased by 10 percent. In local currencies the decrease was 7 and 13 percent, respectively.

Profit after variable costs amounted to SEK 45 (69) million, which is equivalent to a margin of 18.7 (26.0) percent. The decrease in the margin was primarily attributed to higher costs for shipping from Asia and extended campaigning to drive growth.

January – June 2022

Net revenue changed by -1 percent to SEK 484 (488) million compared with 2021. The Nordics increased net revenue by 2 percent and outside the Nordics decreased by 2 percent. In local currencies the decrease was 0 and 5 percent respectively

Profit after variable costs amounted to SEK 86 (130) million, equivalent to a margin of 17.7 (26.6) percent. The decrease in the margin was primarily attributed to the higher shipping costs from Asia, extended campaigning activities and higher costs for online traffic-driving marketing activities.

Onroad

Apr-Jun Jan-Jun Jul 2021- Jan-Dec
SEKm (unless stated otherwise) 2022 2021 2022 2021 Jun 2022 2021
Net revenue 197 173 331 274 558 500
Growth (%)¹ 14% -1% 21% 6% 17% 8%
Gross profit 73 75 123 119 213 209
Gross margin (%)¹ 37.2% 43.2% 37.3% 43.5% 38.3% 41.8%
Profit after variable costs¹ ² 25 31 42 49 71 78
Profit after variable costs (%)¹ 12.7% 18.0% 12.6% 17.7% 12.8% 15.6%
Number of orders (thousands)¹ 221 182 374 305 637 568
Average order value (AOV) (SEK)¹ 893 947 884 897 875 881
Active customers last 12 months (thousands)¹ 453 420 453 420 453 414

¹ Alternative performance measures (APM), see pages 21 - 23 for definitions and purpose of these measurements. ² Variable costs refers, in addition to cost of goods sold, to variable sales and distribution costs. These include direct marketing costs as well as other direct costs and correlates essentially with net revenue.

Other direct costs mainly consist of freight, invoicing and packaging.

For more information about the segment, see Note 4.

April – June 2022

Net revenue increased by 14 percent to SEK 197 (173) million compared with the equivalent period in 2021. Growth in local currencies was approximately 10 percent. The growth in the Nordics and outside the Nordics was 13 and 15 percent, respectively. In local currencies the change was 10 and 10 percent, respectively.

Growth was impacted by expanded assortment of both external and private brands, as well as by more competitive prices. During the quarter a new campaign format, "Mega-Kit", was launched with success driving sales and a large share of new customers.

Profit after variable costs, SEK 25 (31) million, was equivalent to a margin of 12.7 (18.0) percent. The decrease in the margin was mainly due to increased costs for shipping from Asia and more competitive pricing to drive growth.

January – June 2022

Net revenue increased by 21 percent compared to 2021, totaling SEK 331 (274) million. Growth in the Nordics and outside the Nordics amounted to 20 and 22 percent respectively. In local currencies the change was 17 and 17 percent, respectively.

Profit after variable costs amounted to SEK 42 (49) million, equivalent to a margin of 12.6 (17.7) percent. The decrease in the margin was mainly due to increased shipping costs and more competitive pricing.

Other

Apr-Jun Jan-Jun Jan-Dec
SEKm (unless stated otherwise) 2022 2021 2022 2021 Jun 2022 2021
Net revenue 10 11 56 58 117 119
Growth (%)¹ -5% -10% -4% 7% 3% 9%
Gross profit 4 5 24 30 53 59
Gross margin (%)¹ 36.2% 47.2% 42.5% 51.7% 44.9% 49.4%
Profit after variable costs¹ ² 1 3 8 16 21 29
Profit after variable costs (%)¹ 11.2% 23.8% 14.3% 27.5% 17.9% 24.2%
¹

Other direct costs mainly consist of freight, invoicing and packaging. ² Variable costs refers, in addition to cost of goods sold, to variable sales and distribution costs. These include direct marketing costs as well as other direct costs and correlates essentially with net revenue. Alternative performance measures (APM), see pages 21 - 23 for definitions and purpose of these measurements.

For more information about the segment, see Note 4.

April – June 2022

Net revenue decreased by 5 percent to SEK 10 (11) million compared with the equivalent period last year.

The margin decreased from 47.2 to 36.2 percent.

The activity level was low as the winter season was over.

January – June 2022

Net revenue decreased by 4 percent to SEK 56 (58) million compared with the previous year.

The margin after variable costs decreased from 51.7 to 42.5 percent and was positive mainly due to increased shipping costs from Asia and availability problems within some private brand products with strong gross margin.

The Pierce share was listed on the Nasdaq Stockholm Mid Cap on 26 March 2021 and trades under the ticker symbol PIERCE and ISIN code SE0015658364. In conjunction with the listing, a total of 5,468,750 shares were issued.

On 6 April 2021, a total of 534,600 shares were registered through a new share issue based on the exercise of warrants from LTIP 2020/2025. The number of registered shares, and votes, as of 30 June 2022, amounted to 39,687,050, equivalent to a quota value of SEK 0.02.

The share price at the beginning of the year was SEK 68.6 and was SEK 8.7 on the last trading day of the period. The number of shareholders was 1,350, of which the largest were Procuritas (16.4%), Verdane Capital (14.1%), Allianz Global (9.0%), Handelsbankens Fund (7.2%) and Allianz (5.0%).

The Company has launched warrant programs, long-term incentive programs – LTIP (entitling the right to acquire shares according to certain terms and conditions). See the additional information provided below.

LTIP 2021/2024

LTIP 2021/2024 was issued in March 2021 as a part of an incentive program for certain senior executives and key employees of the Group. The program comprises 376,443 warrants, all of which were subscribed as of 31 March 2021. Each warrant grants the right to subscribe to one (1) ordinary share in the Company. The warrants were subscribed at market value, calculated applying the Black & Scholes model, equivalent to SEK 4 million.

The warrants can be exercised from the day after publication of the interim report for the period 1 January – 31 March 2024, however not earlier than on 1 April 2024, up to and including 31 August 2024, at a predetermined share price of SEK 73.6. With full subscription of the warrants, the Company's share capital can increase with a maximum of SEK 7,528.9, based on the current quota value.

The Company has reserved the right to repurchase warrants if, amongst other circumstances, the Participant's employment with the Company is terminated.

On 6 July 2022, a total of 39,687,050 shares were registered through a new share issue. The number of shares in Pierce after the rights issue amounted to 79,374,100 shares and Pierce's share capital increased by SEK 793,741 to 1,587,482 SEK.

On 7 July 2022, following a completion of the rights issue, Pierce received approximately SEK 337 million after deductions of issue costs. After receipt of the proceeds from the rights issue, Pierce repaid bank loans of approximately SEK 180 million. Moreover, the Company decreased its credit facility from SEK 300 million to SEK 200 million.

Considering the global uncertainty, the remaining proceeds from the rights issue will allow Pierce to strengthen the Company's financial capacity in order to continue Pierce's long-term growth strategy and to implement measures to increase profitability.

In all material aspects, net revenue and the sum of total costs and investments are equivalent to payments received and payments made. Payments received during the last 12-month period in EUR, SEK and NOK accounted for 54, 19 and 11 percent respectively. With regards to payments, EUR, SEK, USD and PLN accounted for 45, 26, 14 and 9 percent respectively. In order to reduce exposure to effects on earnings and cash flow due to exchange rate fluctuations, the Group utilises currency derivatives for certain currencies, including EUR and USD.

Furthermore, operating assets and operating liabilities in foreign currency are revalued at the end of each month. This revaluation refers primarily to operating liabilities including trade payables. Exchange rate fluctuations arising from revaluations of operating balance sheet items are reported net, primarily as a part of the cost of goods sold.

If leasing agreements have been signed in a currency other than the functional currency of each Group company, the leasing liability is revalued at each month-end close. These revaluation effects, as well as the revaluation of financial balance sheet items, are reported in financial net.

The average number of employees during the quarter amounted to 426 (457). Of these, 146 (159) worked at the distribution warehouse in Poland and 269 (297) were white collar workers in Sweden, Poland and Spain.

Excluding customer services personnel and certain production staff, the number of white-collar workers was 203 (228).

As "Black Week" and Christmas occur in the fourth quarter, this quarter most often shows the highest level of net revenue, while the first quarter often shows the lowest. Together, these two quarters account for about half of the annual sales.

Pierce Group AB (publ), Corp. ID Number 556967-4392, is the Parent Company in the Pierce Group, and is a public company with registered offices in Stockholm, Sweden. Since 26 March 2021, Pierce Group AB (publ) is listed on the Nasdaq Stockholm Mid Cap.

The Parent Company is comprised of owning and managing the subsidiaries.

During the quarter, net revenue totaled SEK 3 (3) million and was fully attributable to sales to Group companies. Financial net mainly comprised of interest expenses regarding bond and shareholders' loans up and until April last year as the previous financing structure had been repaid. Net result before tax during the quarter was SEK -1 (-1) million.

The Parent Company's equity at the end of the period was SEK 402 (392) million.

The CEO is employed by the Parent Company.

The Group's operations and results are affected by a number of external factors. The Pierce Group is primarily exposed to operational risks which are largely comprised of competition and market developments in local markets, quality of delivered goods mainly from Asia, inventory and product assortment risks, IT-related risks, and dependency on key individuals. A more detailed description of risks and risk management can be found in Pierce's Annual Report for 2021. During the recent year, the Covid-19 pandemic has impacted the operations through cost increases, certain product availability shortages in the market and through delays in deliveries. Shipping costs from Asia have increased significantly due to the global shortage of containers. There are continuing factors of uncertainty in the supply chain in the form of shortages of products and delays of certain goods, which challenges both access to goods and purchase prices. All in all, this negatively impacts the gross margin. This negative effect is expected to continue during forthcoming quarters. The pandemic's impact on customer behavior and demand also continues to be factors of uncertainty.

On 24 February 2022, the conflict between Russia and Ukraine started. The conflict is deemed to possibly imply a major impact on prices, exchange rates, import and export restrictions, availability of raw materials and goods and resources where Russia, Belarus and/or Ukraine are involved.

The Pierce Group has no direct operations in any of these countries which implies that the direct impact of the events is assessed as low. However, the indirect effects can prove to be significant depending on the manner in which the situation develops and how long the conflict continues. The primary effect is the impact on customer demand in general in Europe Since the beginning of the conflict, the decrease in demand has had a negative effect on Pierce's sales. Furthermore, the impact on the financial and foreign exchange markets could have a negative effect on Pierce.

Financial risks include e.g., currency risks (see previous page), interest rate risks and the risk of not being able to obtain

sufficient financing. E-commerce is characterised, amongst other things, by a sharp increase in sales during certain campaign periods. If Pierce's sales do not develop in line with the Group's expectations during these periods, this may affect both the result and financial position negatively.

In conjunction with the listing, the Group entered into a new financing agreement with one of the larger Swedish banks for a credit facility totalling SEK 300 million. After the end of the reporting period, in connection with new share issue, the credit facility was decreased to SEK 200 million.

The credit facility contains certain financial covenants and there is a risk that Pierce will not be able to comply with them in the future. As of 30 June 2022, Pierce fulfilled the covenant terms associated with this credit facility.

For further information, see Note 7.

In Interim Report for January – March 2022 and in Annual Report for 2021 the Board of Directors disclosed a material uncertainty of not being able to comply with the financial covenants, which could lead to a significant risk of going concern. That risk was mitigated by the rights issue completed in July 2022. For further information regarding the rights issue, see Significant events after the end of the reporting period on page 10. In the Board's assessment, the material uncertainty of going concern is no longer relevant.

During second quarter, we prepared the next major stage in our efficiency enhancement work, which includes a number of initiatives within purchasing, pricing, the supply chain and overheads. There is a risk that we will not achieve the expected effect of these initiatives to improve the gross margin, shipping costs and overheads.

During the current interim period the Group did not have any related party transactions.

For further information regarding related parties see Note 6.

Pierce's Board of Directors has adopted the following financial targets1 .

Growth – 15-20%

In the medium to long term, grow net revenue by 15–20% on average per annum.

Adjusted operating margin – around 8%

In the medium to long term, reach an adjusted operating margin of around 8 percent.

Capital structure – 2.0x

Net debt/EBITDA2 not exceeding 2.0x, subject to temporary flexibility for strategic initiatives.

Dividend policy

In the coming years, free cash flows3 are planned to be used for the continued development4 of the Company and will, therefore, not be distributed to shareholders.

1 The Board adopted the financial targets in December 2020. Medium to long term should be understood as 3-5 years. 2 Alternative performance measures (APM), see pages 21 - 23 for definitions and purpose of these measurements.

3 Free cash flow refers to cash flow from operating activities and operations and investment activities.

4 Development of the company refers to e.g., investments in IT-hardware, IT-development, expansion of distribution warehouses, marketing, customer acquisition and business and asset acquisitions.

The interim report has not been subject to a review by the Company's auditors.

Upcoming financial events

11 November 2022

Interim report January – September 2022

17 February 2023

Interim report January – December 2022

Telephone and web conference in conjunction with the publication of quarterly reports

CEO Henrik Zadig and acting CFO Niclas Olsson will hold a web telephone conference in English on 24 August 2022, 9.00 am CET, in conjunction with the publication of the quarterly report.

To participate in this conference, please call in on any of the following telephone numbers.

SE: +46-8-5051-6386

UK: +44-20-319-84884

US: +1-412-317-6300

Pin: 0093686#

The presentation and conference can be followed via the following web link: https://tv.streamfabriken.com/pierce-group-q2-2022

The presentation material will be available prior to the start of the conference on Pierce Group's website via the following web link: https://www.piercegroup.com/en/reports-presentations/

Henrik Zadig, CEO, +46 73 146 14 60 Niclas Olsson, acting CFO, +46 70 889 05 75

The information in this Interim report comprises information which Pierce Group AB (publ) is obliged to disclose under the EU Market Abuse Regulation and the Securities Markets Act.

The undersigned hereby confirm that the interim report provides a true and fair view of the Parent Company's and Group's operations, financial position and results, and that it describes the significant risks and uncertainties to which the Parent Company and the companies included in the Group are exposed.

Stockholm, 24 August 2022

Henrik Theilbjørn Henrik Zadig
Chairman of the Board CEO
Mattias Feiff Shu Sheng
Board Member Board Member
Gunilla Spongh Thomas Schwarz
Board Member Board Member
Thomas Ekman

Board Member

Q2/2022

Condensed consolidated statement of profit/loss

Apr-Jun Jan-Jun Jul 2021- Jan-Dec
SEKm (unless stated otherwise) Note 2022 2021 2022 2021 Jun 2022 2021
Net revenue 3.4 450 451 870 820 1,645 1,594
Cost of goods sold -272 -242 -520 -435 -952 -866
Gross profit 178 209 350 385 693 728
Sales and distribution costs -144 -138 -287 -258 -541 -512
Administration costs -47 -40 -88 -86 -170 -169
Other operating income and expenses 2 O 2 -2 4 -1
Operating profit 4 -11 31 -23 ਤੋਂ ਤੇ ਉੱਤੇ ਹੋ ਤੇ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ ਇੱ -15 46
Financial net 10 -5 -19 5 -20
Profit/loss before tax -1 26 -17 19 -10 26
Tax -4 2 -0 O
Profit/loss for the period -1 21 -15 22 -10 26
Attributable to shareholders of the parent
company -1 21 -15 22 -10 26
Earnings per share
Earnings per share before dilution (SEK) -0.01 0.54 -0.38 0.59 -0.26 0.68
Earnings per share after dilution (SEK) -0.01 0.54 -0.38 0.59 -0.26 0.68
Average number of shares before dilution
(thousands)
39,687 39.658 39.687 36,614 39,681 38,289
Average number of shares after dilution
(thousands)
39,687 39.695 39,687 36,800 39.687 38,378

Consolidated statement of comprehensive income

Apr-Jun Jan-Jun Jul 2021- Jan-Dec
SEKm
Note
2022 2021 2022 2021 Jun 2022 2021
Profit/loss for the period 21 -15 22 -10 26
Items that may subsequently be reclassified to
income statement
Translation difference 2 17 ਹੈ
Other comprehensive income for the period S র্ব
Comprehensive income for the period and
attributable to shareholders of the parent
company 2 20 -12 22 -7 28

Condensed consolidated statement of financial position

Jun 30 Jun 30 Dec 31
SEKm
Note
2022 2021 2021
Assets
Non-current assets
Intangible assets 351 353 351
Property, plant and equipment 17 17 18
Right-of-use assets 64 73 63
Financial assets
7
3 2 2
Deferred tax assets 10 13 10
Total non-current assets 445 458 445
Current assets
Inventory 490 374 534
Other current assets
5
56 43 38
Cash and cash equivalents 23 27 18
Total current assets 569 444 591
Total assets 1,014 901 1,035
Equity and liabilities
Total equity attributable to shareholders of the parent company 414 433 441
Non-current liabilities
Leasing liabilities 45 58 48
Deferred tax liabilities 28 29 28
Total non-current liabilities 74 87 76
Current liabilities
7
Liabilities to credit institutions
199 82 178
Leasing liabilities 25 22 23
Trade payables 96 94 147
Other current liabilities 5 206 183 169
Total current liabilities 526 381 517
Total equity and liabilities 1,014 901 1,035

Condensed consolidated statement of changes in equity

Retained
earnings
Total equity
attributable to
including shareholders
Share Other capital Translation profit/loss for of the Parent
SEKm capital contributions reserve the year Company
Opening balance 2021-01-01 O 128 -1 -70 57
Profit/loss for the year 22 22
Other comprehensive income for the year 1
Total comprehensive income for the year 1 22 22
Bonus issue 1 -1
Transactions with shareholders
New share issue including issue costs 0 350 350
Issue of warrants including issue costs
Total O 354 354
Closing balance 2021-06-30 1 481 O -48 433
Opening balance 2022-01-01 1 484 O -44 441
Profit/loss for the year - -15 -15
Other comprehensive income for the year 3 3
Total comprehensive income for the year 3 -15 -12
Transactions with shareholders
New share issue including issue costs 4 -16 -16
Total -16 -16
Closing balance 2022-06-30 1 468 -58 414

² New share issue including issue costs incurred and accrued for in June, in connection to rights issue that was finalized in July 2022.

Apr-Jun Jan-Jun Jul 2021- Jan-Dec
SEKm Note 2022 2021 2022 2021 Jun 2022 2021
Operating activities
Operating profit -11 31 -23 38 -15 46
Adjustments for non-cash items¹ 14 11 37 23 59 45
Paid interest -3 -4 -5 -9 -8 -12
Realised cash hedges 2 0 4 0 5 1
Paid/received tax -1 0 -5 -2 -8 -4
Cash flow from operating activities
before changes in net working capital
2 37 8 50 33 76
Changes in net working capital -24 -30 5 -32 -100 -137
Cash flow from operating activities -22 7 13 18 -67 -61
Investing activities
Investments in non-current assets -3 -7 -9 -14 -21 -26
Paid/received blocked funds 14 14 0 14
Cash flow from investing activities -3 6 -9 0 -21 -12
Financing activities
New share issue including issue costs 7 350 0 350
Issue of warrants including issue costs 1 4 4
Change in utilised credit facility 21 84 19 84 112 177
Repayment of shareholder loans² -64 -64 -64
Repayment of liabilities to credit institutions³ 0 -414 -7 -414 -7 -414
Repayment of leasing liabilities -6 -5 -11 -10 -21 -20
Paid contingent consideration -30 -30 -30
Cash flow from financing activities 16 -421 1 -80 83 2
Cash flow for the period -10 -407 4 -62 -5 -71
Cash and cash equivalents 32 435 18 87 27 87
Exchange rate difference 0 -1 0 2 0 2
Cash and cash equivalents end of period 23 27 23 27 23 18

¹ Adjustments for non-cash items mainly comprises depreciation and amortisation and changes in the short term provisions.

² Repaid amount referred to capitalised interest expenses, which for the last quarter, the last interim period and for the previous financial year amounted to SEK -3 million.

³ Of which SEK 64 million referred to capitalised interest expenses during the last quarter, the last interim period and the previous financial year.

Q2/2022

Condensed Parent Company statement of profit/loss

Apr-Jun Jan-Jun Jan-Dec
SEKm 2022 2021 2022 2021 2021
Net revenue 12
Gross profit 3 3 0 12
Administration costs -5 -3 -8 -14 -21
Operating profit -2 O -2 -7 -9
Financial net -1 -13 -12
Profit/loss after financial items r T r -21 -21
Appropriations 27
Profit/loss before tax -1 -1 i -21 6
Tax -2
Profit/loss for the period 1 -1 i -21

Condensed Parent Company balance sheet

Jun 30 Jun 30 Dec 31
SEKm 2022 2021 2021
Assets
Non-current assets
Shares in group companies 308 308 308
Receivables from group companies 78 81 77
Total non-current assets 386 389 385
Current assets
Receivables from group companies 29 1 28
Other current assets 2 3 2
Cash and cash equivalents 2 7
Total current assets 37 37
Total assets 425 395 422
Equity and liabilities
Total equity 402 392 419
Current liabilities
Other current liabilities 21 3
Total current liabilities 21 3 د
Total equity and liabilities 423 395 422

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), as adopted by the EU. The Group's Interim Report has been prepared in accordance with IAS 34 Interim Financial Reporting and the applicable parts of the Swedish Annual Accounts Act.

The Interim Report for the Parent Company has been prepared in accordance with Chapter 9 of the Annual Accounts Act, Interim reports, and RFR 2 Accounting for legal entities.

For the Group and the Parent Company, the same accounting principles, basis for calculations and assessments have been applied as applied in the Annual Report for 2021. For a description of the Group's applied accounting principles, see Note 1 and Note 2 in the Annual Report for 2021.

Disclosures in accordance with IAS 34.16A are shown, in the financial statements and associated Notes in the interim information, in addition to pages 1–12 which form an integral part of this financial report.

All amounts in this report are stated in millions of Swedish kronor (SEKm) unless stated otherwise. Rounding variances may occur.

Information on future standards

A number of new standards and interpretations are required to be applied during this financial year. These have had no impact on the preparation of these financial statements. None of the IFRS or IFRIC interpretations that are yet to come into force are expected to have any significant impact on the Group.

The preparation of the Interim Report requires that the Company's management make assessments and estimates as well as assumptions that affect the application of the accounting principles and the reported amounts of assets, liabilities, income, and expenses. The actual outcome may differ from these estimates. Changes in estimates are recognised in the period in which the change occurs, if the change affected only that period, or in the period in which the change is made and future periods if the change affects both the current period and future periods.

Important estimations and assessments can be found in Note 2 in the 2021 Annual Report. No changes have been made to these estimations and assessments that could have a significant impact on the interim report.

The Group's revenue consists exclusively of the sale of goods via the Group's websites and a physical store. Revenue is reported at a given point in time as the conditions for control being transferred over time are not met. In addition to the segments, geographical area is also an important attribute when specifying revenue, and this is presented in the table below.

Apr-Jun Jan-Jun Jul 2021- Jan-Dec
SEKm 2022 2021 2022 2021 Jun 2022 2021
Sweden 32 35 53 55 111 113
Other Nordics 30 30 50 46 103 99
Outside the Nordics 181 202 381 387 756 763
Revenue Offroad 243 267 484 488 970 974
Sweden 41 34 63 51 103 90
Other Nordics 64 59 101 86 156 141
Outside the Nordics 92 80 167 137 298 269
Revenue Onroad 197 173 331 274 558 500
Sweden 6 6 30 34 66 70
Other Nordics 5 5 26 24 51 50
Outside the Nordics
Revenue Other 10 11 56 58 117 119
Sweden 79 74 146 140 280 273
Other Nordics 99 95 177 156 310 290
Outside the Nordics 273 282 548 524 1,055 1,031
Revenue Group 450 451 870 820 1,645 1,594
Apr-Jun Jan-Jun Jul 2021- Jan-Dec
SEKm 2022 2021 2022 2021 Jun 2022 2021
Offroad 243 267 484 488 970 974
Onroad 197 173 331 274 558 500
Other 10 11 56 58 117 119
Net revenue 450 451 870 820 1,645 1,594
Offroad 103 129 207 240 429 462
Onroad 73 75 123 119 213 209
Other 4 5 24 30 53 59
Intra-group costs -2 0 -4 -4 -2 -2
Gross profit 178 209 350 385 693 728
Offroad -58 -60 -121 -110 -235 -224
Onroad -48 -43 -82 -70 -142 -131
Other -3 -3 -16 -14 -32 -30
Variable sales and distribution costs¹ -109 -106 -218 -195 -408 -384
Offroad 45 69 86 130 194 238
Onroad 25 31 42 49 71 78
Other 1 3 8 16 21 29
Intra-group costs -2 0 -4 -4 -2 -2
Profit after variable costs¹ ² 69 103 132 190 284 343
Other expenses in the operation¹ ³ -80 -72 -154 -152 -299 -297
Operating profit -11 31 -23 38 -15 46
Financial net³ 10 -5 6 -19 5 -20
Pre-tax income -1 26 -17 19 -10 26

¹Alternative performance measures (APM), see pages 21 - 23 for definitions and purpose of these measurements.

Other direct costs mainly consist of freight, invoicing and packaging. ²Variable costs refers, in addition to cost of goods sold, to variable sales and distribution costs. These include direct marketing costs as well as other direct costs and correlates essentially with net revenue.

³Other expenses in the operation and financial net regards intra-group costs.

Pierce sells gear, parts and accessories to riders. The operating segments into which the Group's operations are divided are:

  • Offroad: sales to motocross and enduro riders under the 24MX brand.
  • Onroad: sales to customers who ride motorcycles on highroads. Sales are under the XLMOTO brand.
  • Other: sales to snowmobile riders under the Sledstore brand and sales via a physical store in Stockholm.
  • Intra-group transactions:
  • Intra-group transactions included under Gross profit and Profit after variable costs refer to revaluation of net working capital items, mainly included in cost of goods sold. These are not allocated to segments.
  • Intra-group costs, after Profit after variable costs, refers to expenses for group-wide functions, such as central administration, which are not allocated to segments.

No information is provided on segment assets or liabilities as no separate segmentation is performed in reporting the consolidated financial position.

Contingent consideration and currency derivatives are the only instruments reported at fair value through profit/loss. Other financial instruments are valued at amortised cost in the statement of financial position and the reported values corresponded in all material respects with the fair value.

The liability regarding the contingent consideration last year was attributable to level 3 and the currency derivatives to level 2 in the fair value hierarchy, in accordance with IFRS 13.

The valuation of currency derivatives is based on official market data for exchange rates. At the end of the period, the fair value amounted to SEK 9 (0) million and these derivatives have been classified as current assets.

Other related party transaction

During the current interim period the Group did not have any related party transactions. In the comparison quarter 2021, related party sales transactions totaled SEK 2 thousand. In the comparison interim period related party sales transactions totaled SEK 9 thousand and purchases totaled SEK 188 thousand. See Note 29 in the Annual Report for 2021 for more information.

Applied input for the valuation of level 3 financial liabilities

The valuation of the contingent consideration took place in two steps; a probability adjustment was assigned to an assumed value in case of a listing or sale, as well as a date for payment and then, this probability-adjusted value was discounted to present value based on a discount rate. The contingent consideration was settled during the second quarter last year.

Warrant program

The Group has a warrant program as a part of an incentive program for certain senior executives and key employees in the Group. See page 10 for further information.

All transactions are based on market terms and conditions.

Jun 30 Jun 30 Dec 31
SEKm 2022 2021 2021
To credit institutions for the Group's own liabilities and provisions
Deposits for fulfillment of payments 3 2 2
Utilised credit facility¹ 22 84 26
Total pledged assets 25 86 28
¹

Utilised credit facility refers to utilised overdraft, which does not include obtained loan or capitalised loan and interest expenses.

In conjunction with the listing, the previous financing structure was replaced by a SEK 300 million credit facility, of which SEK 2001 million had been utilised as at the end of the quarter. There is a surety given on the credit facility provided by the Parent Company, Pierce Group AB, in favor of the subsidiary, Pierce AB's, liabilities to credit institutions.

The credit facility includes certain financial covenants. See more information under the "Risks and factors of uncertainty" section, page 11.

On 6 July 2022, a total of 39,687,050 shares were registered through a new share issue. The number of shares in Pierce after the rights issue amounted to 79,374,100 shares and Pierce's share capital increased by SEK 793,741 to 1,587,482 SEK.

On 7 July 2022, following a completion of the rights issue, Pierce received approximately SEK 337 million after deductions of issue costs. After receipt of the proceeds from the rights issue, Pierce repaid bank loans of approximately SEK 180 million. The Company decreased its credit facility from SEK 300 million to SEK 200 million, and in this manner the purpose of the share issue was fulfilled.

Pledged shares in Pierce AB relating to bond loans, as well as blocked funds, were released in conjunction with the early redemption that took place in the beginning of the second quarter 2021. Pledged assets at the end of the quarter referred to deposits paid and utilised credit facility.

1 The difference between "Utilised credit facility" in the Group's statement of cash flow and "Liabilities to credit institutions" in the balance sheet is explained by capitalised loan and interest expenses.

Financial measures not defined in accordance with IFRS

Pierce applies financial measurements in its interim reports which are not defined in accordance with IFRS. The Company believes that these measurements provide valuable supplementary information to investors and the Company's management. As not all companies calculate Alternative Performance Measures in the same manner, these measures are not always comparable with measures used by other companies. These financial measurements should, therefore, not be seen to comprise a replacement for measures defined according to IFRS. Following a review of the alternative performance measures, an update and clarification of "Items affecting comparability" measure has taken place in connection with the quarterly report in June 2022. The item was amended to better describe operational measures for Pierce.

Definitions

The interim report contains financial performance measures in accordance with the applied framework for financial reporting, which is based on IFRS. In addition, there are other performance measures and indicators which are used as a supplement to the financial information. These performance measures are applied to provide the Group's stakeholders with financial information for the purpose of analysing the Group's operations and goals. The various performance measures applied which are not defined according to IFRS are described below.

Financial Performance Measures – Group

Performance measure Definition Purpose
Adjusted EBITDA EBITDA, excluding items affecting
comparability.
This measure is used to measure the profit from
the ongoing operations, excluding items
affecting comparability, amortisation,
depreciation, and impairment.
Adjusted EBITDA (%) Adjusted EBITDA in relation to
net revenue.
The performance measure is used to assess the
profitability generated by the ongoing
operations, excluding items affecting
comparability, amortisation, depreciation, and
impairment.
Adjusted EBITDA excluding
IFRS 16
Operating profit (EBIT) excluding
depreciation, amortisation and items
affecting comparability, less rental costs
for leasing agreements reported in the
statement of financial position.
The measure aims to measure the profit
generated by the ongoing operations, including
expenses for office rent but excluding items
affecting comparability, amortisation,
depreciation, and impairment
Rental costs essentially correspond to
depreciation on right-of-use assets and
interest expenses on leasing liabilities.
Adjusted operating
margin (EBIT) (%)
Adjusted operating profit (EBIT)
in relation to net revenue.
The performance measure is used to monitor
the Company's profitability generated by the
operating activities, including depreciation and
amortisation, but excluding items affecting
comparability.
Adjusted operating
profit (EBIT)
Operating profit (EBIT) excluding items
affecting comparability.
This measure is used to measure the profit
generated by the ongoing operations, including
amortisation, depreciation, and impairment, but
excluding items affecting comparability.
Amortisation related to
business acquisitions
Amortisation less amortisation
excluding business acquisitions.
The purpose is to measure the performance
measure's impact on operating profit (EBIT).
EBITDA Operating profit (EBIT), excluding
amortisation, depreciation, and
impairment.
The measure is used to measure the profit
generated by ongoing operations before
amortisation, depreciation, and impairment.
CAGR Compound annual growth rate in percent
over a given period.
The measure shows the Company's growth
over time.
The formula to calculate CAGR is: (ending
value/starting value) ^ (1/number of years
between the ending value and strarting
value)-1.
Gross margin (%) Gross profit in relation to net revenue. This measure Is used to measure profitability
after deduction of cost of goods sold.
Growth (%) Net revenue for the period compared with
net revenue during the corresponding
period last year.
This performance measure makes it possible to
analyse the Group's and the segments' growth
in net revenue.
Growth in local currencies (%) Change in net revenue, adjusted for
exchange rate changes and business
acquisitions, in comparison with the
corresponding period last year.
This measure enables follow-up of the
development of net revenue excluding
exchange rate effects and business acquisitions.
Growth per geographical area (%) Net revenue for the period for a
geographical area compared to net
revenue for the same geographical area
during the corresponding period last year.
This measure makes it possible to analyse net
revenue growth for the Group specified
according to geographical area.

Performance measure Definition Purpose
Items affecting comparability Items affecting comparability refers to
material transactions lacking a clear
connection to the ordinary operations, and Company's underlying earnings trend over
which are not expected to occur regularly. time.
These transactions include, for instance,
advisory and integration costs in
conjunction with business acquisitions, IPO
or new share issue costs, advisory and
directly attributable costs in conjunction
with essential restructuring or efficiency
programs/projects, and changes in fair
value regarding contingent consideration.
This measure is excluded in calculating adjusted
measures which are used to monitor the
Net debt/EBITDA Net debt excluding IFRS 16 in relation
to adjusted EBITDA excluding IFRS, during
the last twelve months.
This measure is used to measure the debt/
equity ratio and to follow up on Pierce's
financial targets on capital structure.
Net debt excluding
IFRS 16
Liabilities to credit institutions, decreased
by cash and cash equivalents at the end of
the period.
Pierce's assessment of the Groups' actual
net debt corresponds to liabilities to credit
institutions, and that is why shareholders
loans and leasing liabilities are excluded.
This measure is used to monitor the
indebtedness, financial flexibility, and capital
structure.
Net working capital Inventory and other operating assets less
other operating liabilities.
This measure is used to analyse the Company's
short-term tied up capital.
Net working capital (%) Net working capital in relation to net
revenue.
This measure is a measure of how efficiently
working capital is managed.
Operating cash flow Cash flow from the ongoing operations,
excluding paid interest, realised cash
hedges and tax paid/received, with
deduction for investments in non-current
assets, repayment of leasing liabilities and
interest expenses on leasing liabilities.
This measure shows the underlying cash flow
generated from the operating activities.
Other operating costs Overhead costs, amortisation,
depreciation, impairment, and
items affecting comparability.
This measure shows the costs for intra-Group
functions such as central administration costs
which are not distributed over segments.
Overhead costs Operating costs, excluding variable sales
and distribution costs, amortisation,
depreciation, impairment, and items
affecting comparability.
Operating costs refer to sales and
distribution costs, administration costs,
and other operating revenue and costs.
Costs that are not allocated to segments, but
which each segment contributes to cover.
These costs are largely fixed and semi-fixed.
The measure is used to calculate the scalability
of this part of the cost mass, see overhead
costs (%) below for more information.
Overhead costs (%) Overhead costs in relation to net revenue. This measure shows the scalability of the
Company's semi-fixed and fixed cost structure.
Other non-cash items Non-cash items less repayment of leasing
liabilities and interest expenses on leasing
liabilities.
This measure excludes other non-cash flow
impacting items and is used to calculate the
operating cash flow.
Other cash flow Cash flow from financing activities,
excluding net changes in loans and
cash hedges, and tax paid/received as well
as interest, less interest expenses on leasing
liabilities.
This measure is used, together with operating
cash flow, received/paid blocked funds and
repayment of leasing liabilities, less realised net changes in loans, to calculate the cash flow
for the period.
Profit after variable costs Gross profit less variable sales and
distribution costs.
The measure is used to measure contribution
after all variable costs.
Profit after variable costs (%) revenue. Profit after variable costs in relation to net This measure is used to illustrate profitability
after deduction of all
variable costs.
Variable sales and distribution
costs
Sales and distribution costs less non-
variable sales and distribution costs.
Variable sales and distribution costs refers
to direct marketing costs and other direct
costs. Other direct costs essentially include
costs for shipping to end customer,
invoicing, and packaging.
This measure is monitored at Group and
segment level in order to calculate results after
variable costs.

Operating performance measures – Group

Performance measure Definition Purpose
Active customers during
the last 12 months
Number of customers making purchases
on at least one occasion during the last 12
months in one of the online stores.
This measure is primarily relevant at segment
level and illustrates the number of individual
customers choosing to order goods on several
occasions, which shows the Company's
capability to attract customers.
One customer can be counted several
times if they make purchases in different
stores.
Average order value (AOV) Net revenue for the period divided by
number of orders.
This measure is used as an indicator of revenue
generation per customer.
Net revenue from private brands Net revenue for the period less net revenue
for the period from external brands from
and net revenue not attributable to brands
such as revenue from freight and accrued
income.
Interesting to follow over time as these
products are unique and can often be sold at
attractive prices and at a relatively high gross
margin.
Number of orders Number of orders handled during the
period.
This measure is used to measure customer
activity generating sales.

Reconciliation of Alternative Performance Measures from statement of profit/loss

Apr-Jun Jan-Jun Jul 2021- Jan-Dec
SEKm (unless stated otherwise) 2022 2021 2022 2021 Jun 2022 2021
Gross profit 178 209 350 385 693 728
Variable sales and distribution costs -109 -106 -218 -195 -408 -384
Profit after variable costs 69 103 132 190 284 343
Operating profit (EBIT) -11 31 -23 38 -15 46
Reversal of depreciation and amortisation 12 11 25 22 49 46
EBITDA 1 42 2 61 34 93
Reversal of items affecting comparability 1 1 1 11 2 12
Adjusted EBITDA 3 43 3 72 36 104
Operating profit (EBIT), past twelve months -15 75 -15 75 -15 46
Reversal of depreciation and amortisation,
past twelve months 49 45 49 45 49 46
Reversal of items affecting comparability,
past twelve months 2 26 2 26 2 12
Rental costs, past twelve months, regarding
leasing agreements reported in the statement of
financial position¹ -24 -24 -24 -24 -24 -23
Adjusted EBITDA excluding IFRS 16 12 121 12 121 12 81
¹
Refers in all significance to depreciation of right-of-use assets and interest
expenses on leasing liabilities.
Operating profit (EBIT) -11 31 -23 38 -15 46
Reversal of items affecting comparability 1 1 1 11 2 12
Adjusted operating profit (EBIT) -9 32 -21 50 -13 58
Sales and distribution costs -144 -138 -287 -258 -541 -512
Reversal of non-variable sales and distribution
costs 35 32 68 63 133 128
Variable sales and distribution costs -109 -106 -218 -195 -408 -384
Sales and distribution costs -144 -138 -287 -258 -541 -512
Administration costs -47 -40 -88 -86 -170 -169
Other operating income and expenses 2 0 2 -2 4 -1
Operating costs -189 -179 -373 -347 -708 -681
Reversal of variable sales and distribution costs 109 106 218 195 408 384
Other expenses in the operation -80 -73 -154 -152 -298 -297
Reversal of depreciation and amortisation 12 11 25 22 49 46
Reversal of items affecting comparability 1 1 1 11 2 12
Overhead costs -66 -61 -128 -118 -249 -239
Amortisation -5 -5 -11 -9 -22 -20
Reversal of amortisation excluding business
acquisitions 5 4 11 9 21 19
Amortisation related to business acquisitions 0 0 0 -1 -1 -1
IPO costs 0 -1 0 -8 -1 -9
Change in fair value, contingent consideration -3 -3
Other -1 -1 -1
Items affecting comparability -1 -1 -1 -11 -2 -12

Reconciliation of Alternative Performance Measures from statement of financial position

Apr-Jun Jan-Jun Jul 2021- Jan-Dec
SEKm (unless stated otherwise) 2022 2021 2022 2021 Jun 2022 2021
Inventory 490 374 490 374 490 534
Other current assets 56 43 56 43 56 38
Current tax receivables -11 0 -11 0 -11 -5
Current investments -9 -9 -9 -3
Other current operating assets 36 43 36 43 36 30
Trade payables -96 -94 -96 -94 -96 -147
Other current liabilities -206 -183 -206 -183 -206 -169
Reversal of:
Current tax liabilities 2 3 2 3 2 3
Current provisions 11 9 11 9 11 8
Other current operating liabilities -288 -265 -288 -265 -288 -305
Net working capital 238 152 238 152 238 260
Liabilities to credit institutions 199 82 199 82 199 178
Cash and cash equivalents -23 -27 -23 -27 -23 -18
Net debt excluding IFRS 16 176 55 176 55 176 160
Net debt excluding IFRS 16 (A) 176 55 176 55 176 160
Adjusted EBITDA excluding IFRS 16,
past twelve months (B) 12 121 12 121 12 81
Net debt/EBITDA (A) / (B) 15.1 0.5 15.1 0.5 15.1 2.0
Reconciliation of Alternative Performance Measures from statement of cash flow
Apr-Jun Jan-Jun Jul 2021- Jan-Dec

Reconciliation of Alternative Performance Measures from statement of cash flow

Apr-Jun Jan-Jun
SEKm (unless stated otherwise) 2022 2021 2022 2021 Jun 2022 2021
Cash flow from operating activities -22 7 13 18 -67 -61
Investments in non-current assets -3 -7 -9 -14 -21 -26
Repayment of leasing liabilities -6 -5 -11 -10 -21 -20
Interest expenses on leasing liabilities -1 -1 -2 -2 -3 -4
Reversal of:
Paid interest 3 4 5 9 8 12
Realised cash hedges -2 0 -4 0 -5 -1
Paid/received tax 1 0 5 2 8 4
Operating cash flow -30 -2 -4 3 -102 -96
Adjustments for non-cash items 14 11 37 23 59 45
Repayment of leasing liabilities -6 -5 -11 -10 -21 -20
Interest expenses on leasing liabilities -1 -1 -2 -2 -3 -4
Other non-cash items 8 5 24 11 34 21
Cash flow from financing activities 16 -421 1 -80 83 2
Paid interest -3 -4 -5 -9 -8 -12
Realised cash hedges 2 0 4 0 5 1
Paid/received tax -1 0 -5 -2 -8 -4
Reversal of:
Interest expenses on leasing liabilities 1 1 2 2 3 4
Net change in loans¹ -21 424 -12 424 -105 331
Repayment of leasing liabilities 6 5 11 10 21 20
Other cash flow -1 5 -4 345 -7 342

¹Net change in loans refers to changes in the utilised credit facility, repayment of shareholder loans, repayment of liabilities to credit institutions and paid contingent consideration.

Reconciliation of other Alternative Performance Measures

Apr-Jun Jan-Jun Jul 2021- Jan-Dec
SEKm (unless stated otherwise) 2022 2021 2022 2021 Jun 2022 2021
Net revenue (A) 450 451 870 820 1,645 1,594
Number of orders (thousands) (B) 483 477 944 905 1,775 1,735
Average order value (AOV) (SEK)
(A) / ((B) / 1,000)
933 944 922 906 927 919
Net revenue 450 451 870 820 1,645 1,594
Reversal of net revenue from external brands -252 -255 -485 -454 -918 -888
Non-branded net revenue -19 -31 -35 -44 -89 -98
Net revenues from private brands 179 165 350 322 637 609

Reconciliation of Alternative Performance Measures concerning growth

Apr-Jun Jan-Jun Jul 2021- Jan-Dec
SEKm (unless stated otherwise) 2022 2021 2022 2021 Jun 2022 2021
Net revenue for the period (A) 450 451 870 820 1,645 1,594
Net revenue for the period previous year (B) 451 472 820 780 1,563 1,523
Growth (%) (A) / (B) -1 -0% -5% 6% 5% 5% 5%
Net revenue for the period in local currencies¹ (A) 437 468 844 854 1,627 1,636
Net revenue for the period previous year (B) 451 472 820 780 1,563 1,523
Growth in local currencies (%) (A) / (B) -1
¹ Net revenue for both the period and the period last year in local currencies,
converted to SEK using previous year's exchange rates.
-3% -1% 3% 9% 4% 7%
Net revenue Nordics for the period (A) 177 169 323 296 590 563
Net revenue Nordics for the period
previous year (B) 169 163 296 274 529 507
Growth Nordics (%) (A)/(B) -1 5% 4% 9% 8% 12% 11%
Net revenue outside the Nordics for the period (A)
Net revenue outside the Nordics for the period
273 282 548 524 1,055 1,031
previous year (B) 282 310 524 506 1,034 1,016
Growth outside the Nordics (%) (A) / (B) -1 -3% -9% 5% 4% 2% 1%
Net revenue (A) 450 451 870 820 1,645 1,594
Net revenue, 2 years ago (B) 472 340 780 608 1,415 1,243
Number of years calculated (C) 2 2 2 2 2 2
CAGR (%) ((A) / (B)) ^(1 / (C)) -1 -2% 15% 6% 16% 8% 13%

Corp. ID number: 556967–4392 Elektravägen 22 | 126 30 Hägersten | Sweden

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