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Indutrade

Earnings Release Feb 2, 2021

2927_10-k_2021-02-02_c819be7c-0180-4a1a-b514-5d98d1955555.pdf

Earnings Release

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Q4 Interim report and Year-End report

1 January – 31 December 2020

Fourth quarter 2020

  • Order intake rose 7% to SEK 5,104 (4,752) million. For comparable units, it was an increase of 7%.
  • Net sales increased by 3% to SEK 5,028 (4,863) million. For comparable units, it was an increase of 3%.
  • EBITA increased by 13% to SEK 712 million (631), corresponding to an EBITA margin of 14.2% (13.0%).
  • Profit for the quarter rose 14% to SEK 453 million (399), and earnings per share amounted to SEK 1.24 (1.10).
  • Cash flow from operating activities amounted to SEK 792 million (732).

1 January – 31 December 2020

  • Order intake rose 5% to SEK 19,595 (18,653) million. For comparable units, it was an increase of 2%.
  • Net sales increased by 4% to SEK 19,217 (18,411) million. Comparable units were unchanged.
  • EBITA increased by 12% to SEK 2,615 million (2,330), corresponding to an EBITA margin of 13.6% (12.7%).
  • Profit for the period grew 13% to SEK 1,669 million (1,483), and earnings per share amounted to SEK 4.60 (4.09).
  • Cash flow from operating activities amounted to SEK 2,780 million (1,922).
  • The Board of Directors proposes a dividend of SEK 1.80 (-) per share, corresponding to 39% (-) of earnings per share.

Financial Development

2020 2019 2020 2019
SEK million Oct-Dec Oct-Dec Change Jan-Dec Jan-Dec Change
Order intake 5,104 4,752 7% 19,595 18,653 5%
Net sales 5,028 4,863 3% 19,217 18,411 4%
Operating profit 624 546 14% 2,266 2,016 12%
EBITA 712 631 13% 2,615 2,330 12%
EBITA margin, % 14.2 13.0 13.6 12.7
Profit before taxes 591 509 16% 2,140 1,892 13%
Net profit 453 399 14% 1,669 1,483 13%
Earnings per share before dilution, SEK 1) 1.24 1.10 13% 4.60 4.09 12%
Return on capital employed, % 19 19 19 19
Cash flow from operating activities 792 732 8% 2,780 1,922 45%
Net debt/equity ratio, % 56 85 56 85

1) A 2:1 bonus issue was carried out in December 2020. All key ratios have been restated for the new number of shares.

With a strong finish to the quarter, Indutrade summarises 2020 as a successful year. Despite it being a turbulent year, with the ongoing COVID-19 pandemic and considerable uncertainty in the market, we are able to increase both sales and earnings. For the full year 2020, sales amounted to SEK 19.2 billion and the EBITA margin was a record high 13.6%. Thanks to the amazing efforts of our employees, we have been able to quickly and efficiently adapt to the prevailing circumstances and act on business opportunities.

Fourth quarter

Overall, demand during the fourth quarter was at a higher level than the corresponding period last year, although there was still variation across companies, segments and countries. Order intake increased by 7% organically and amounted to SEK 5.1 billion, driven primarily by the continued strong demand from customers in the medical technology and pharmaceutical segment. This was partly attributable to orders associated with the COVID-19 pandemic. Development was strong as well for infrastructure, wind power and the process industry. Demand also improved somewhat for the engineering industry compared to the previous quarter. The Industrial Components, DACH and Benelux business areas reported the strongest organic order growth, which is primarily attributable to higher demand from customers in the medical technology and pharmaceutical segment.

Sales increased by 3% to SEK 5.0 billion, of which 3% was organic. The strongest performance came from the Industrial Components and Flow Technology business areas, which was primarily driven by good development in the medical technology and pharmaceutical segment. Organic growth was weakest for the Measurement & Sensor Technology business area, which was due to suppressed demand from customers in, among others, the automotive industry and marine sector.

The EBITA result improved by 13% to SEK 712 million, corresponding to an EBITA margin of 14.2% (13.0%), which is record high for a fourth quarter. Margins were strengthened for six of our eight business areas, with the strongest development in the Industrial Components and Flow Technology business areas. The improvement was primarily attributable to the strong performance of companies in the medical technology and pharmaceutical segment, as well as good cost management. Net profit for the period grew 14% to SEK 453 million.

During the quarter, most of the programs involving various types of temporary lay-offs and short-term work, which had been set up at the start of the pandemic, were terminated. Since the end of March 2020, the workforce has been permanently reduced by approximately 320 individuals, corresponding to 4%.

Cash flow improved compared to the same period last year, primarily thanks to high earnings. Inventory remained at a somewhat high level, yet with a slightly downward trend. The Group's financial position remains strong. In December 2020, Indutrade executed a bonus issue aimed at increasing the liquidity in the share and further strengthening its financial position.

Indutrade has established a new sustainability vision and long-term sustainability objectives for 2030 to enhance business opportunities, drive sustainable profitable growth, and support the UN Sustainable Development Goals (SDGs). The sustainability vision is based on our

shared commitment that the businesses within the Group continuously develop and improve in ways that are economically, environmentally and socially responsible. The objectives are based on three key elements: people, environment and profitable growth. To achieve the objectives by 2030, we will use measurable key enablers that will be followed up and evaluated annually. Acquisitions

Growth, both organic and via acquisitions, is a key concept for Indutrade. In total, ten acquisitions were made in 2020. Another three acquisitions were made in January 2021, subsequent to the end of the quarter. The annual sales for these thirteen acquisitions amount to just over SEK 1.2 billion.

Two acquisitions were made in the fourth quarter. Indutrade acquired the Czech company, Cheirón, which is specialised in medical technology products and the German company, X-RAY WorX, which is a leading niche manufacturer of X-ray tubes for industrial applications in non-destructive testing. Subsequent to the end of the quarter, Indutrade acquired the Finnish company Pistesarjat which offers advanced cable systems, the Dutch company Fire Proof BV, a specialised distributor of passive fire protection products and the German MedTech company, Tecno Plast. Tecno Plast is a leader within its niche in the German market, offering single-use tubing sets manufactured in clean rooms, PTFE and silicone hoses. The company both enhances and complements Indutrade's cluster of companies in the segment in which we see significant growth opportunities.

There is a good inflow of interesting companies and we also assess our future acquisition opportunities as good. We continue, due to uncertainties in the market, to deliberately prolong our acquisition discussions somewhat to ensure that the right conditions exist for profitable growth in our acquisition candidates. Outlook

Due to the ongoing pandemic, with new virus mutations, the business situation remains uncertain. Demand within the medical technology and pharmaceutical segment is expected to remain high, yet with a somewhat lower rate of growth. With time, as society gradually opens up again and demand improves, companies' market activities and costs will also gradually increase.

I am extremely impressed by our distinctly customer-oriented and earnings-focussed companies, led by dedicated MDs in a decentralised and entrepreneurial culture. We look forward to the next quarters with confidence and have strong belief that our companies will continue to manage the changed market conditions in an agile and successful way. Bo Annvik, President and CEO

Group performance

Order intake

Overall, demand during the fourth quarter was high compared to the same period last year, although variation across the different companies remained large. There was a favourable performance by companies in the medical technology and pharmaceutical segment in particular, attributable in part to orders associated with the COVID-19 pandemic. Performance also remained strong for many companies with customers involved in infrastructure and the process industry. Demand improved somewhat for the engineering industry during the quarter, but overall, was still lower than it was during the corresponding period last year.

Order intake was 2% higher than invoicing and amounted to SEK 5,104 million (4,752), which is an increase of 7% compared to the same period last year. For comparable units, order intake increased by 7%, acquisitions contributed 5%, the effect of divestments was -1% and currency movements had an effect of -4%.

Order intake was strongest for comparable units in the Industrial Components and DACH business areas. For both business areas, the improvement was primarily driven by demand from the pharmaceutical and medical technology segment. Order intake was weakest for comparable units in the Measurement & Sensor Technology and UK business areas. The decline in the Measurement & Sensor Technology business area was primarily attributable to a weak performance from companies with customers in the automotive industry and the marine segment. For the UK, it was attributable to the overall weaker market stemming from the pandemic and uncertainty

Order intake

SEK million

about Brexit. Order intake increased to SEK 19,595 million (18,653) for the full year, which is an increase of 5%. The increase for comparable units was 2%, acquisitions contributed 6%, divestments had an effect of -1%, and the effect of currency movements was -2%.

Net sales

During the quarter, net sales rose by 3% compared to last year and amounted to SEK 5,028 (4,863) million. Comparable units increased by 3%, acquisitions contributed 5%, currency movements had an effect of -4% and divestments -1%.

Performance was strongest for comparable units in the Industrial Components and Flow Technology business areas, which was driven by a favourable performance by companies with customers in the pharmaceutical and medical technology segment. Companies with customers involved in infrastructure and the process industry also had a positive impact on the Flow Technology business area. Net sales were weakest for comparable units in the Measurement & Sensor Technology and Benelux business areas. For the Measurement & Sensor Technology business area, the decline was primarily related to weaker demand from customers in the automotive industry and marine sector. For the Benelux business area, it is attributable to lower sales from valves for power generation.

Net sales for the full year increased by 4% to SEK 19,217 (18,411) million. Comparable units were unchanged, acquisitions contributed 6%, divestments had an effect of -1% and currency movements -1%.

Net Sales

Net sales Net sales moving 12 mos

Net Sales per Business Area

Q4 Earnings

Operating profit before amortisation of intangible assets attributable to acquisitions (EBITA) amounted to SEK 712 million (631) for the fourth quarter, which is an improvement of 13%. Comparable units increased by 11%, acquisitions contributed 6% and currency movements had an effect of -4%. The effect of divestments was marginal. The EBITA margin increased and amounted to 14.2% (13.0%).

The increase in EBITA margin is primarily attributable to the strong performance of companies with customers in the medical technology and pharmaceutical segment, along with good cost control. During the quarter, personnel related government support amounted to 0.3% of net sales and was reported as cost reduction.

Gross margin for the fourth quarter increased somewhat thanks to a more favourable company and product mix and amounted to 34.7% (34.2%). For the full year, gross margin was 34.0 % (34.1%).

The Industrial Components, Flow Technology and DACH business areas reported the largest improvements in EBITA margin. For all of the business areas, the positive development is attributable to the strong performance of companies with customers in the medical technology and pharmaceutical segment, along with good cost control. For the Benelux and UK business areas, EBITA margin declined, primarily due to negative organic sales growth. For Business Area Benelux, the comparison figures for the same period last year were strong, having been positively impacted by a one-off item associated with pensions.

EBITA

SEK million

Return

Net financial items during the fourth quarter amounted to SEK -33 million (-37). The improvement is primarily attributable to lower borrowing. Tax on profit for the quarter was SEK -138 million (-110), corresponding to a tax charge of 23% (22%). The difference was due to one-off items. Profit for the quarter rose 14% to SEK 453 million (399). Earnings per share before dilution grew 13% and amounted to SEK 1.24 (1.10).

For the full year, operating profit before amortisation of intangible assets attributable to acquisitions (EBITA) amounted to SEK 2,615 million (2,330), an increase of 12%. Comparable units increased by 7%, acquisitions contributed 7%, currency movements had an effect of -2% and divestments had a marginal impact. The EBITA margin increased and amounted to 13.6% (12.7%).

For the full year 2020, personnel related government support amounted to 0.5% of net sales.

Net financial items for the full year amounted to SEK -126 million (-124). Tax on profit for the year amounted to SEK -471 million (-409), corresponding to a tax charge of 22% (22%). Profit for the period grew 13% and amounted to SEK 1,669 million (1,483). Earnings per share before dilution increased by 12% and amounted to SEK 4.60 (4.09).

Return

Return on capital employed was on a par with last year and amounted to 19% (19%). Return on equity was 21% (22%).

EBITA margin

1) Earnings per share has been restated for the 2:1 bonus issue.

Business Areas

Benelux

The companies in this business area offer custom-manufactured niche products, design solutions, aftermarket service and assembly, and customisation. The business area includes companies with a considerable amount of own manufacturing and proprietary products. Customers are in the energy, construction & infrastructure, and healthcare segments. Product areas include valves, hydraulic and industrial equipment, and measurement technology. The business area has strong market positions in the Benelux area (Belgium, the Netherlands and Luxembourg).

2020 2019 2020 2019
SEK million Oct-Dec Oct-Dec Change Jan-Dec Jan-Dec Change
Net sales 714 704 1% 2,773 2,288 21%
EBITA 103 116 -11% 360 315 14%
EBITA margin, % 14.4 16.5 13.0 13.8

Net sales rose 1% during the fourth quarter to SEK 714 million (704). Comparable units had an effect of -6%, acquisitions contributed 10% and currency movements had an effect of -3%.

Overall, demand during the quarter was higher than the corresponding period last year, which was attributable in part to orders associated with the COVID-19 pandemic. Order intake was 14% higher than invoicing during the quarter.

EBITA for the quarter decreased by 11% to SEK 103 million (116), corresponding to an EBITA margin of 14.4% (16.5%). Comparable units had an EBITA effect of -19%, acquisitions contributed 11% and currency movements had an effect of -3%.

The lower EBITA margin is primarily explained by a positive one-off item last year associated with pensions. There was only a marginal impact on EBITA from personnel related government support.

DACH

This business area includes companies that offer custom manufactured niche products, design solutions, aftermarket service and assembly, and customisation. The business area includes companies with a considerable amount of own manufacturing and proprietary products. Customers are in the construction & infrastructure, engineering, healthcare and chemical industries. Product areas include construction material, hydraulic and industrial equipment and valves. Each of the individual companies has a strong market position in the DACH area (Germany, Austria and Switzerland), and most companies are market leaders in their fields.

2020 2019 2020 2019
SEK million Oct-Dec Oct-Dec Change Jan-Dec Jan-Dec Change
Net sales 362 374 -3% 1,529 1,403 9%
EBITA 39 36 8% 169 134 26%
EBITA margin, % 10.8 9.6 11.1 9.6

Net sales decreased 3% during the quarter to SEK 362 million (374). Comparable units had an effect of -3%, acquisitions contributed 4%, currency movements had an effect of -3% and divestments -1%.

Demand during the quarter was stronger than the corresponding period last year, primarily due to good demand from both the process and pharmaceutical industries in Switzerland. Order intake was 7% higher than invoicing during the quarter.

EBITA for the quarter increased by 8% to SEK 39 million (36), and the EBITA margin amounted to 10.8% (9.6%). For comparable units, EBITA increased by 10%, acquisitions contributed 3%, currency movements had an effect of -3% and divestments -2%.

The higher EBITA margin is primarily explained by cost reductions. Support for temporary lay-offs corresponded to 1% of net sales.

Finland

The Finland business area includes companies that offer sales of components as well as customisation, combinations and installations of products from various suppliers. Customers are in the construction & infrastructure, engineering, water/wastewater, energy and chemical industries. Products range from hydraulics and industrial equipment to measurement technology, valves, service, filters and process technology. The business area has a strong market position in Finland.

2020 2019 2020 2019
SEK million Oct-Dec Oct-Dec Change Jan-Dec Jan-Dec Change
Net sales 417 436 -4% 1,679 1,689 -1%
EBITA 61 61 0% 247 223 11%
EBITA margin, % 14.6 14.0 14.7 13.2

Net sales was 4% lower during the quarter than the same period last year and amounted to SEK 417 million (436). Comparable units had an effect of -4%, acquisitions contributed 3% and currency movements had an effect of -3%.

Demand during the quarter was stronger than in the same period last year. Order intake was 4% higher than invoicing during the quarter.

EBITA for the quarter was unchanged and amounted to SEK 61 million (61). The EBITA margin increased and amounted to 14.6% (14.0%). Comparable units had an effect of -3%, acquisitions contributed 7% and currency movements had an effect of -4%.

The improved EBITA margin is primarily attributable to acquisitions and cost reductions. Support for temporary lay-offs was marginal during the quarter.

Flow Technology

Companies in this business area offer components and systems for controlling, measuring, monitoring and regulating flows. The business area includes companies that specialise in various areas of industrial flow technology. Customers are in the process industry, food and pharmaceutical industries, water/wastewater, energy and marine industries. Product areas include valves, pipes and pipe systems, measurement technology, pumps, hydraulics and industrial equipment. The business area has a strong market position especially in Sweden, but also in the Northern Europe.

2020 2019 2020 2019
SEK million Oct-Dec Oct-Dec Change Jan-Dec Jan-Dec Change
Net sales 1,054 997 6% 4,071 3,798 7%
EBITA 154 134 15% 607 491 24%
EBITA margin, % 14.6 13.4 14.9 12.9

Net sales rose 6% during the quarter to SEK 1,054 million (997). Comparable units increased by 7%, acquisitions contributed 5%, currency movements had an effect of -4% and divestments -2%.

Overall, demand during the quarter was lower than the corresponding period last year, primarily due to strong comparison figures that were positively impacted by good order intake from the marine segment. Order intake was 6% lower than invoicing during the quarter.

EBITA for the quarter increased by 15% to SEK 154 million (134), corresponding to an EBITA margin of 14.6% (13.4%). Comparable units increased by 18%, acquisitions contributed 1%, currency movements had an effect of -5% and divestments 1%.

The improved EBITA margin is primarily explained by a favourable performance from companies with customers in the medical technology and pharmaceutical segment, along with good cost control. Support for temporary layoffs was marginal during the quarter.

Fluids & Mechanical Solutions

Companies in this business area offer technological components (both hydraulic and mechanic), as well as solutions that have a high technological content to the industry in, primarily Scandinavia and Europe, but also USA and Asia. The companies have a considerable amount of own manufacturing and proprietary products, as well as technical trading companies. Important product areas include filters, hydraulics, auto repair, tools & transmission, industrial springs, water & wastewater and lighting. The business area has a strong market position in the Nordic region.

2020 2019 2020 2019
SEK million Oct-Dec Oct-Dec Change Jan-Dec Jan-Dec Change
Net sales 507 503 1% 1,979 2,041 -3%
EBITA 66 64 3% 268 279 -4%
EBITA margin, % 13.0 12.7 13.5 13.7

Net sales rose 1% during the quarter to SEK 507 million (503). Comparable units increased by 3% and currency movements had an effect of -2%.

Demand during the quarter was in line with last year and order intake was 1% lower than invoicing during the quarter.

EBITA increased by 3% during the quarter to SEK 66 million (64), and the EBITA margin increased to 13.0% (12.7%). Comparable units increased by 5% and currency movements had an effect of -2%.

The improved EBITA margin is primarily driven by companies with customers in the filter, hydraulics and automotive aftermarket segments, along with good cost control. During the quarter, support for temporary layoffs and staffing amounted to just under 1% of net sales.

Industrial Components

Companies in this business area are mainly technical trading companies and offer a wide range of technically advanced components and systems for industrial production and maintenance, as well as medical technology equipment. The products consist mainly of consumables. Its customers exist in the following segments: engineering, healthcare, construction and infrastructure. The product areas include hydraulics and industrial equipment, chemical technology and fasteners. The business area has a strong market position in the Nordic countries.

2020 2019 2020 2019
SEK million Oct-Dec Oct-Dec Change Jan-Dec Jan-Dec Change
Net sales 1,130 917 23% 3,803 3,513 8%
EBITA 193 115 68% 569 432 32%
EBITA margin, % 17.1 12.5 15.0 12.3

Net sales rose 23% during the quarter to SEK 1,130 million (917). Comparable units increased by 16%, acquisitions contributed 10% and currency movements had an effect of -3%.

Demand during the quarter was higher than in the same period last year. The strongest performance came from the medical technology segment, which was attributable in part to orders associated with the COVID-19 pandemic. Order intake was 3% higher than invoicing during the quarter.

EBITA for the quarter increased by 68% to SEK 193 million (115), and the EBITA margin was 17.1% (12.5%). For comparable units, EBITA increased by 58%, acquisitions contributed 15% and currency movements had an effect of -5%.

The record-high EBITA margin is attributable to favourable earnings development for the majority of the companies, with improvements in all of the business area's segments. The strongest performance, however, was in the medical technology segment. Support for temporary lay-offs was marginal during the quarter.

Q4 Measurement & Sensor Technology

Companies in this business area sell measurement instruments, measurement systems, sensors, control and regulating technology, and monitoring equipment for various industries. All of the business area's companies have proprietary products based on advanced technological solutions and own development, design and manufacturing. Its customers exist in a variety of areas, such as various types of manufacturing industries like electronics, vehicles and energy. Companies in this business area work globally and have the entire world as the market for their products, with established production and sales companies on six continents.

2020 2019 2020 2019
SEK million Oct-Dec Oct-Dec Change Jan-Dec Jan-Dec Change
Net sales 545 597 -9% 2,120 2,259 -6%
EBITA 89 95 -6% 334 366 -9%
EBITA margin, % 16.3 15.9 15.8 16.2

Net sales decreased 9% during the quarter to SEK 545 million (597). Comparable units had an effect of -6%, acquisitions contributed 1% and currency movements had an effect of -4%.

Overall, demand was lower than in the corresponding period last year, mainly due to lower activity among customers in the automotive and marine segments. Order intake was 5% lower than invoicing during the quarter.

EBITA for the quarter decreased 6% and amounted to SEK 89 million (95). The EBITA margin amounted to 16.3% (15.9%). Comparable units had an effect of -3%, acquisitions contributed 1% and currency movements had an effect of -4%.

The improved EBITA margin is mainly attributable to cost savings. During the quarter, support for temporary lay-offs amounted to 0.5% of net sales.

UK

The companies in this business area offer custom-manufactured niche products, design solutions, aftermarket service and assembly, and customisation. They have a considerable amount of own manufacturing and proprietary products. Customer segments include construction and infrastructure, engineering and commercial vehicles. Examples of product areas are springs, piston rings, press work, valve channels, pipes and pipe systems. The individual companies all have strong market positions in the UK, and most are market leaders in their respective niches.

2020 2019 2020 2019
SEK million Oct-Dec Oct-Dec Change Jan-Dec Jan-Dec Change
Net sales 314 349 -10% 1,322 1,469 -10%
EBITA 31 36 -14% 159 208 -24%
EBITA margin, % 9.9 10.3 12.0 14.2

Net sales decreased 10% during the quarter to SEK 314 million (349). Comparable units had an effect of -2% and currency movements -8%.

Due to the pandemic and uncertainty about Brexit, demand was weaker for the majority of companies during the quarter compared to the same period last year. However, order intake was 3% higher than invoicing during the quarter.

EBITA decreased 14% during the quarter to SEK 31 million (36), and the EBITA margin amounted to 9.9% (10.3%). Comparable units had an effect of -5% and currency movements -9%.

The deterioration of EBITA margin is explained mainly by lower net sales and unfavourable product mix. To some extent, however, it was offset by cost savings. Support for temporary lay-offs corresponded to 0.5% of net sales.

Other financial information

Financial position

Shareholders' equity amounted to SEK 8,634 million (7,170) and the equity ratio was 48% (41%). Cash and cash equivalents amounted to SEK 758 million (719). In addition to this, the Group had unutilised credit commitments of SEK 4,895 million (3,258).

Interest-bearing net debt amounted to SEK 4,878 million (6,130) at the end of the quarter. The decline compared to last year was primarily attributable to the strong cash flow, a somewhat lower rate of acquisition and not having paid dividends 2020. The net debt/equity ratio was 56% (85%) at year end.

Indutrade's financing, nearly all of which is managed by the Parent Company, consists of loans from financial institutions, corporate bonds and certificate programmes.

Financing was strengthened during the year in conjunction with having extended a short-term loan of SEK 800 million by more than three years. In addition, long-term credit commitments were increased by SEK 750 million and prior existing credit commitments were extended by an additional year.

At the end of the year, the Parent Company's short-term borrowing amounted to SEK 735 million and long-term unutilised credit facilities amounted to SEK 4,250 million.

0 500 1,000 1,500 2,000 2,500 3,000 3,500 4,000 ≤12 Mo. >12-24 Mo. >24-36 Mo. >36-48 Mo. >48 Mo. Maturity profile - financing 1) Outstanding debt Unutilized credit facilities SEK million

1) Pertains to the Parent Company, which is responsible for most of the Group's financing. Excluding leasing according to IFRS 16.

Cash flow, capital expenditures and depreciation

Cash flow from operating activities increased during the fourth quarter and amounted to SEK 792 million (732). The improvement is primarily attributable to a higher operating profit.

Cash flow from operating activities amounted to SEK 2,780 million (1,922) for the full year. Cash flow after net capital expenditures in intangible non-current assets and in property, plant and equipment (excluding company acquisitions) amounted to SEK 2,381 million (1,519).

Inventory remained at a somewhat high level in order to ensure delivery service and availability.

The Group's net capital expenditures, excluding company acquisitions, totalled SEK 399 million (403). Depreciation of property, plant and equipment totalled SEK 600 million (550). Investments in company acquisitions amounted to SEK 908 million (1,415). In addition, earn-out payments for previous years' acquisitions totalled SEK 116 million (97). Divestments amounted to SEK 46 million (28).

Employees

The number of employees was 7,270 at the end of the period, compared with 7,357 at the start of the year.

During the quarter, the number of employees involved in various types of temporary lay-offs and short-term work declined and the majority of those programs had been terminated by year end. In total, permanent staff reductions amount to approximately 320 since 31 March 2020.

Company acquisitions

The Group acquired the following companies, which are consolidated for the first time in 2020.

Month acquired Acquisitions Business area Net sales/SEK m* No. of employees*
January Stein Automation GmbH Co. KG DACH 110 45
January VarioDrive B.V. Benelux 60 6
January AVA Monitoring AB Measurement & Sensor Technology 45 10
February Sverre Hellum & Sønn AS Industrial Components 60 13
February Jouka Oy Finland 70 31
March Nortronic AS Industrial Components 60 16
July Holland Fasteners B.V. Benelux 50 9
September UK Gas Technologies Ltd Flow Technology 130 32
October Cheirón A.S. Industrial Components 120 61
December X-RAY WorX GmbH Measurement & Sensor Technology 120 23
Total 825 246

*) Estimated annual sales and number of employees at the time of acquisition.

Further information about completed company acquisitions can be found on page 21 of this interim report.

Events after the end of the reporting period

Pistesarjat Oy was acquired on 4 January and on 20 January, an agreement was signed to acquire Tecno Plast Industrietechnik GmbH. On 29 January Fire Proof BV was acquired. For more information, see page 22.

Parent company

The main functions of Indutrade AB are to take responsibility for business development, acquisitions, financing, business control, analysis and communication. The Parent Company's net sales, which consist entirely of internal invoicing of services, amounted to SEK 8 million (7) for the full year. The Parent Company's financial assets consist mainly of shares in subsidiaries. During the year, the Parent Company acquired shares in four new companies. The Parent Company has not made any major investments in intangible assets or in property, plant and equipment. The number of employees on 31 December was 19 (19).

Risks and uncertainties

The Indutrade Group conducts business in some 30 countries, on six continents, via more than 200 companies. This diversification, together with a large number of customers in various industries and a large number of suppliers, mitigates the business and financial risks. Besides the risks described in the Indutrade Annual Report for 2019, Indutrade has assessed that pandemics, such as the COVID-19 pandemic, could significantly impact the Group's companies in the form of health risk for employees, customers and suppliers, operational disruption and a deterioration of financial position. The Group's structure, with its diversified, wide-ranging operations, limits the aggregated business and financial risks also when risks such as a pandemic arise.

Furthermore, with its decentralised governance model comprised of more than 200 independent companies, it is possible to quickly make decisions adapted to the local conditions, which is important as regards being able to limit the effects of a pandemic outbreak. In the event of a major crisis, Indutrade engages in more dialogue with its subsidiaries to ensure that there is a correct and rapid dissemination of information and the proper support for making good decisions.

Since the Parent Company is responsible for the Group's financing, it is exposed to financing risk. The Parent Company's other activities are not exposed to risks other than indirectly via subsidiaries. For a more detailed account of risks that affect the Group and Parent Company, please see the 2019 Annual Report.

Related party transactions

No transactions took place during the period between Indutrade and related parties that have significantly affected the Company's financial position or result of operations.

Accounting principles

Indutrade reports in accordance with International Financial Reporting Standards (IFRS). This interim report has been prepared in accordance with IAS 34 and RFR 1. The Parent Company applies RFR 2. The same accounting principles and calculation methods are used for the Group and Parent Company in this report as those used in the most recent annual report, with the addition of IAS 20 Accounting for Government Grants and Disclosure of Government Assistance. More information about this is provided below. There are no new IFRSs or IFRIC pronouncements endorsed by the EU that are applicable for Indutrade or that had a significant impact on the Group's result of operations and position in 2020.

Indutrade does not normally receive government assistance. However, due to the extraordinary circumstances associated with the COVID-19 pandemic, companies belonging to the Group have obtained this type of support and it has primarily been employeerelated. Such support is reported in the financial statements as a cost reduction for the items the support relates to. Recognition occurs when it is reasonably certain that the support will be received and any stated terms and conditions have been met.

Extraordinary General Meeting

On 3 December 2020, Indutrade held an Extraordinary General Meeting. The Extraordinary General Meeting resolved on a change to the Articles of Association and a bonus issue, aimed at increasing the liquidity in the share and at further strengthening Indutrade's financial position.

After the bonus issue the number of shares has tripled and the price per share has accordingly been reduced to one third. The record date of the bonus issue was 18 December 2020. The bonus issue did not involve any change in the relationship between shareholders. More information is available on Indutrade's website.

The Board's proposal for the AGM

The Annual General Meeting will be held on 13 April 2021. The Board of Directors proposes a dividend of SEK 1.80 (-) per share, which corresponds to SEK 655 million (-). The propsed dividend is in line with Indutrade's policy that the dividend shall, over time, amount to between 30% and 50% of net profit.

Nomination Committee

The Nomination Committee proposes that Katarina Martinson be re-elected as Chairman of the Board at the 2021 Annual General Meeting. The Nomination Committee also proposes re-election of Susanna Campbell, Bengt Kjell, Anders Jernhall, Ulf Lundahl, Krister Mellvé, Lars Pettersson and Bo Annvik as directors. The Nomination Committee's proposal entails that the number of directors during the coming mandate period will be unchanged at eight.

Financial Calendar

  • 13 April 2021:
    • Annual General Meeting
  • 29 April 2021: Interim report 1 January – 31 March 2021
  • 19 July 2021: Interim report 1 January – 30 June 2021
  • 28 October 2021: Interim report 1 January – 30 September 2021

Stockholm, 2 February 2021 Indutrade AB (publ)

Bo Annvik President and CEO

Note

The information in this report is such that Indutrade AB is obligated to make public in accordance with the EU Market Abuse Act. The information was submitted for publication by the agency of the following contact persons at 08.00 CET on 2 February 2021.

Further information

For further information, please contact: Bo Annvik, President and CEO, tel.: +46 8 703 03 00, Patrik Johnson, CFO, tel.: +46 70 397 50 30, or Frida Adrian, VP Communications, Sustainability & IR, tel.: +46 70 930 93 24.

This report will be commented upon as follows:

A webcast of the report will be presented on 2 February at 10.00 a.m. (CET) via the following link:

https://tv.streamfabriken.com/indutrade-q4-2020

To participate in the conference call and to ask questions, please call: SE: +46 8 566 42 707 UK: +44 333 300 9260 USA: +1 8 335 268 381

Q4 Auditor's review report

Auditor's review report on interim financial information in summary (interim report), prepared in accordance with IAS 34 and Ch. 9 of the Swedish Annual Accounts Act.

Introduction

We have reviewed the condensed interim financial information (interim report) of Indutrade AB (publ.), corporate identity number 556017-9367, as per 31 December 2020, and the twelve-month period then ended. The board of directors and the President are responsible for the preparation and presentation of this interim financial information in accordance with IAS 34 and the Swedish Annual Accounts Act. Our responsibility is to express a conclusion on this interim report based on our review.

Scope of review

We conducted our review in accordance with the International Standard on Review Engagements, ISRE 2410, Review of Interim Report Performed by the Independent Auditor of the Entity. A review consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures.

A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (ISA) and other generally accepted auditing standards in Sweden. The procedures performed in a review do not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the interim report is not prepared, in all material respects, in accordance with IAS 34 and the Annual Accounts Act for the Group, and in accordance with the Annual Accounts Act for the Parent Company.

Stockholm, 2 February 2021 PricewaterhouseCoopers AB

Anna Rosendal Authorized Public Accountant Auditor in Charge

Indutrade consolidated income statement – condensed

2020 2019 2020 2019
SEK million Oct-Dec Oct-Dec Jan-Dec Jan-Dec
Net sales 5,028 4,863 19,217 18,411
Cost of goods sold -3,284 -3,202 -12,681 -12,126
Gross profit 1,744 1,661 6,536 6,285
Development costs -57 -55 -227 -217
Selling costs -790 -807 -3,009 -2,990
Administrative expenses -273 -279 -1,123 -1,103
Other operating income and expenses 0 26 89 41
Operating profit 624 546 2,266 2,016
Net financial items -33 -37 -126 -124
Profit before taxes 591 509 2,140 1,892
Income Tax -138 -110 -471 -409
Net profit for the period 453 399 1,669 1,483
Net profit, attributable to:
Equity holders of the parent company 452 398 1,669 1,482
Non-controlling interests 1 1 0 1
453 399 1,669 1,483
EBITA 712 631 2,615 2,330
Operating profit includes:
Amortisation of intangible assets 1) -102 -96 -396 -349
of which attributable to acquisitions -88 -85 -349 -314
Depreciation of property, plant and equipment -155 -145 -600 -550
Earnings per share before dilution, SEK 2) 1.24 1.10 4.60 4.09
Earnings per share after dilution, SEK 2) 1.24 1.10 4.59 4.09

1) Excluding impairment losses

2) A 2:1 bonus issue was carried out in December 2020. All key ratios have been restated for the new number of shares.

Indutrade consolidated statement of comprehensive income

2020 2019 2020 2019
SEK million Oct-Dec Oct-Dec Jan-Dec Jan-Dec
Net profit for the period 453 399 1,669 1,483
Other comprehensive income
Items that can be reversed into income statement
Fair value adjustment of hedge instruments 2 4 4 -2
Tax attributable to fair value adjustments -1 -1 -1 0
Exchange rate differences -187 -108 -279 109
Items that cannot be reversed into income statement
Actuarial gains/losses -16 -79 -16 -79
Tax on actuarial gains/losses 3 16 3 16
Other comprehensive income for the period, net of tax -199 -168 -289 44
Total comprehensive income for the period 254 231 1,380 1,527
Total comprehensive income, attributable to:
Equity holders of the parent company 253 230 1,380 1,526
Non-controlling interests 1 1 0 1

Q4 Indutrade consolidated balance sheet – condensed

2020 2019
SEK million 31-Dec 31-Dec
Goodwill 4,306 4,031
Other intangible assets 2,693 2,672
Property, plant and equipment 3,106 3,002
Financial assets 228 182
Inventories 3,307 3,400
Trade receivables 2,925 3,025
Other receivables 639 513
Cash and cash equivalents 758 719
Total assets 17,962 17,544
Equity 8,634 7,170
Non-current interest-bearing liabilities and pension liabilities 4,450 4,707
Other non-current liabilities and provisions 770 720
Current interest-bearing liabilities 1,186 2,142
Trade payables 1,136 1,237
Other current liabilities 1,786 1,568
Total equity and liabilities 17,962 17,544

Indutrade consolidated statement of changes in equity – condensed

Attributable to equity holders of the parent company
SEK million
2020
31-Dec
2019
31-Dec
Opening equity 7,157 6,205
Total comprehensive income for the period 1,380 1,526
New issues 87 -
Dividend 1) - -544
Change in accounting method - -28
Acquisition of non-controlling interests - -2
Closing equity 8,624 7,157

1) Dividend per share for 2019 (2018) was SEK – (1,50), restated for 2:1 bonus issue.

8,634 7,170
Non-controlling interests 10 13
Equity holders of the parent company 8,624 7,157
Equity, attributable to:

Indutrade consolidated cash flow statement – condensed

2020 2019 2020 2019
SEK million Oct-Dec Oct-Dec Jan-Dec Jan-Dec
Operating profit 624 546 2,266 2,016
Non-cash items 263 245 927 895
Interests and other financial items, net -27 -36 -103 -128
Paid tax -113 -129 -508 -512
Change in working capital 45 106 198 -349
Cash flow from operating activities 792 732 2,780 1,922
Net capital expenditures in non-current assets -73 -143 -399 -403
Company acquisitions and divestments -339 -121 -978 -1,484
Change in other financial assets 4 3 11 3
Cash flow from investing activities -408 -261 -1,366 -1,884
Debt/repayment of debt, net -507 -449 -1,407 541
Dividend paid out - - - -544
New issues 82 - 87 -
Cash flow from financing activities -425 -449 -1,320 -3
Cash flow for the period -41 22 94 35
Cash and cash equivalents at start of period 832 700 719 708
Exchange rate differences -33 -3 -55 -24
Cash and cash equivalents at end of period 758 719 758 719

Q4 Key data

2020 2019 2018 2017
Moving 12 mos 31-Dec 31-Dec 31-Dec 31-Dec
Net sales, SEK million 19,217 18,411 16,848 14,847
Sales growth, % 4 9 13 15
EBITA, SEK million 2,615 2,330 2,087 1,613
EBITA margin, % 13.6 12.7 12.4 10.9
Capital employed at end of period, SEK million 13,512 13,300 10,127 8,997
Capital employed, average, SEK million 13,541 12,416 9,839 8,444
Return on capital employed, % 1) 19 19 21 19
Equity, average, SEK million 7,899 6,715 5,715 4,746
Return on equity, % 1) 21 22 24 22
Interest-bearing net debt at end of period, SEK million 4,878 6,130 3,909 3,829
Net debt/equity ratio, % 56 85 63 74
Net debt/EBITDA, times 1.5 2.1 1.7 2.1
Equity ratio, % 48 41 44 41
Average number of employees 7,349 7,167 6,710 6,156
Number of employees at end of period 7,270 7,357 6,778 6,545
Attributable to equity holders of the parent company
Key ratios per share 2)
Earnings per share before dilution, SEK 4.60 4.09 3.77 2.85
Earnings per share after dilution, SEK 4.59 4.09 3.77 2.84
Equity per share, SEK 23.72 19.74 17.11 14.21
Cash flow from operating activities per share, SEK 7.66 5.30 3.75 4.30
Average number of shares before dilution, '000 362,721 362,565 362,496 361,371
Average number of shares after dilution, '000 363,320 362,754 362,529 361,851
Number of shares at the end of the period, '000 363,615 362,565 362,565 362,397

Lease liabilities and right-of-use assets according to IFRS 16 are included in the key data as of 2019. The comparative financial information has not been restated.

1) Calculated on average capital and equity.

2) A 2:1 bonus issue was carried out in December 2020. All key ratios have been restated for the new number of shares.

Business area performance

2020 2019 2020 2019
Net sales, SEK million Oct-Dec Oct-Dec Jan-Dec Jan-Dec
Benelux 714 704 2,773 2,288
DACH 362 374 1,529 1,403
Finland 417 436 1,679 1,689
Flow Technology 1,054 997 4,071 3,798
Fluids & Mechanical Solutions 507 503 1,979 2,041
Industrial Components 1,130 917 3,803 3,513
Measurement & Sensor Technology 545 597 2,120 2,259
UK 314 349 1,322 1,469
Parent company and Group items -15 -14 -59 -49
Total 5,028 4,863 19,217 18,411
2020 2019 2020 2019
EBITA, SEK million Oct-Dec Oct-Dec Jan-Dec Jan-Dec
Benelux 103 116 360 315
DACH 39 36 169 134
Finland 61 61 247 223
Flow Technology 154 134 607 491
Fluids & Mechanical Solutions 66 64 268 279
Industrial Components 193 115 569 432
Measurement & Sensor Technology 89 95 334 366
UK 31 36 159 208
Parent company and Group items -24 -26 -98 -118
Total 712 631 2,615 2,330
2020 2019 2020 2019
EBITA margin, % Oct-Dec Oct-Dec Jan-Dec Jan-Dec
Benelux 14.4 16.5 13.0 13.8
DACH 10.8 9.6 11.1 9.6
Finland 14.6 14.0 14.7 13.2
Flow Technology 14.6 13.4 14.9 12.9
Fluids & Mechanical Solutions 13.0 12.7 13.5 13.7
Industrial Components 17.1 12.5 15.0 12.3
Measurement & Sensor Technology 16.3 15.9 15.8 16.2
UK 9.9 10.3 12.0 14.2
14.2 13.0 13.6 12.7

2020 2019
Net sales, SEK million Oct-Dec Jul-Sep Apr-Jun Jan-Mar Oct-Dec Jul-Sep Apr-Jun Jan-Mar
Benelux 714 688 695 676 704 569 543 472
DACH 362 360 394 413 374 375 349 305
Finland 417 394 432 436 436 419 416 418
Flow Technology 1,054 996 976 1,045 997 946 965 890
Fluids & Mechanical Solutions 507 479 481 512 503 501 532 505
Industrial Components 1,130 842 862 969 917 823 883 890
Measurement & Sensor Technology 545 523 495 557 597 584 536 542
UK 314 329 294 385 349 387 374 359
Parent company and Group items -15 -12 -15 -17 -14 -9 -11 -15
Total 5,028 4,599 4,614 4,976 4,863 4,595 4,587 4,366
2019
Oct-Dec Jul-Sep Apr-Jun Jan-Mar
704 ਦਿੱਚ ਟੈਂਡੇ ਤੋਂ 472
374 375 349 305
436 419 416 418
997 946 965 890
503 501 532 505
917 823 883 890
597 584 536 542
349 387 374 ਤੇ ਰੋ
-14 -g -11 -15
4,863 4,595 4,587 4,366
2020 2019
EBITA, SEK million Oct-Dec Jul-Sep Apr-Jun Jan-Mar Oct-Dec Jul-Sep Apr-Jun Jan-Mar
Benelux 103 89 85 83 116 71 67 61
DACH 39 42 43 45 36 36 33 29
Finland 61 72 66 48 61 68 51 43
Flow Technology 154 162 151 140 134 122 130 105
Fluids & Mechanical Solutions 66 66 73 63 64 67 73 75
Industrial Components 193 122 130 124 115 101 108 108
Measurement & Sensor Technology 89 96 58 91 95 98 83 90
UK 31 41 37 50 36 59 62 51
Parent company and Group items -24 -5 -41 -28 -26 -34 -33 -25
Total 712 685 602 616 631 588 574 537
2019
Oct-Dec Jul-Sep Apr-Jun Jan-Mar
116 71 67 61
36 36 33 29
61 68 51 43
134 122 130 105
64 67 73 75
115 101 108 108
ਰੇਤ 98 83 90
36 ਟਰੇ 62 51
-26 -34 -33 -25
631 588 574 537
2020 2019
EBITA margin, % Oct-Dec Jul-Sep Apr-Jun Jan-Mar Oct-Dec Jul-Sep Apr-Jun Jan-Mar
Benelux 14.4 12.9 12.2 12.3 16.5 12.5 12.3 12.9
DACH 10.8 11.7 10.9 10.9 9.6 9.6 9.5 9.5
Finland 14.6 18.3 15.3 11.0 14.0 16.2 12.3 10.3
Flow Technology 14.6 16.3 15.5 13.4 13.4 12.9 13.5 11.8
Fluids & Mechanical Solutions 13.0 13.8 15.2 12.3 12.7 13.4 13.7 14.9
Industrial Components 17.1 14.5 15.1 12.8 12.5 12.3 12.2 12.1
Measurement & Sensor Technology 16.3 18.4 11.7 16.3 15.9 16.8 15.5 16.6
UK 9.9 12.5 12.6 13.0 10.3 15.2 16.6 14.2
2020 2019
14.2 14.9 13.0 12.4 13.0 12.8 12.5 12.3

Q4

Disaggregation of revenue

Net sales per geographic market

2020
Oct-Dec, SEK million Benelux DACH Finland FT FM IC MST UK Elim.1) Total
Nordic countries 9 4 385 598 350 884 147 25 -7 2,395
Other Europe 542 341 22 368 125 226 189 247 -3 2,057
Americas 64 10 4 12 21 11 147 22 -3 288
Asia 87 7 4 28 7 3 45 15 -1 195
Other 12 0 2 48 4 6 17 5 -1 93
714 362 417 1,054 507 1,130 545 314 -15 5,028
Timing of revenue recognition Benelux DACH Finland FT FM IC MST UK Elim.1) Total
Over time 0 70 0 0 0 8 83 0 0 161
Point in time 714 292 417 1,054 507 1,122 462 314 -15 4,867
714 362 417 1,054 507 1,130 545 314 -15 5,028
2019
Oct-Dec, SEK million Benelux DACH Finland FT FM IC MST UK Elim.1) Total
Nordic countries 13 3 402 594 350 799 131 25 -4 2,313
Other Europe 517 345 31 340 122 103 183 287 -4 1,924
Americas 87 20 1 9 22 11 195 23 -3 365
Asia 85 5 2 33 6 4 60 11 -2 204
Other 2 1 0 21 3 0 28 3 -1 57
704 374 436 997 503 917 597 349 -14 4,863
Timing of revenue recognition Benelux DACH Finland FT FM IC MST UK Elim.1) Total
Over time 1 78 0 41 0 28 54 0 -2 200
Point in time 703 296 436 956 503 889 543 349 -12 4,663

1) Parent company & Group items

FT - Flow Technology FM - Fluids & Mechanical Solutions

IC - Industrial Components MST - Measurement & Sensor Technology

Q4 Disaggregation of revenue – continued

Net sales per geographic market

2020
Jan-Dec, SEK million Benelux DACH Finland FT FM IC MST UK Elim.1) Total
Nordic countries 69 12 1,550 2,357 1,401 3,229 528 96 -27 9,215
Other Europe 2,088 1,447 99 1,445 461 517 727 1,061 -22 7,823
Americas 299 38 18 33 83 38 611 82 -6 1,196
Asia 289 26 9 122 26 11 199 68 -2 748
Other 28 6 3 114 8 8 55 15 -2 235
2,773 1,529 1,679 4,071 1,979 3,803 2,120 1,322 -59 19,217
Timing of revenue recognition Benelux DACH Finland FT FM IC MST UK Elim.1) Total
Over time 0 296 0 0 0 28 213 0 -1 536
Point in time 2,773 1,233 1,679 4,071 1,979 3,775 1,907 1,322 -58 18,681
2,773 1,529 1,679 4,071 1,979 3,803 2,120 1,322 -59 19,217
2019
Jan-Dec, SEK million Benelux DACH Finland FT FM IC MST UK Elim.1) Total
Nordic countries 27 10 1,560 2,271 1,430 3,104 495 102 -19 8,980
Other Europe 1,856 1,330 110 1,276 494 353 837 1,202 -16 7,442
Americas 190 41 10 34 81 32 652 90 -6 1,124
Asia 197 15 7 179 29 21 216 60 -5 719
Other 18 7 2 38 7 3 59 15 -3 146
2,288 1,403 1,689 3,798 2,041 3,513 2,259 1,469 -49 18,411
Timing of revenue recognition Benelux DACH Finland FT FM IC MST UK Elim.1) Total
Over time 48 264 0 185 0 151 191 7 -4 842
Point in time 2,240 1,139 1,689 3,613 2,041 3,362 2,068 1,462 -45 17,569

1) Parent company & Group items

FT - Flow Technology FM - Fluids & Mechanical Solutions

IC - Industrial Components MST - Measurement & Sensor Technology

Acquisitions

Acquisitions 2020

All of the shares were acquired in the following companies: Stein Automation GmbH (Germany), VarioDrive B.V. (Netherlands), AVA Monitoring AB (Sweden), Sverre Hellum & Sønn AS (Norway), Jouka OY (Finland), Nortronic AS (Norway), Holland Fasteners B.V. (Netherlands), UK Gas Technologies Ltd. (UK), Cheirón A.S. (Czech Republic) and X-RAY WorX GmbH (Germany).

Benelux

On 27 January, VarioDrive B.V. (Netherlands) was acquired, with annual sales of SEK 60 million. The company offers motion control solutions to OEM customers.

On 20 July, Holland Fasteners B.V. (Netherlands) was acquired, with annual sales of SEK 50 million. The company offers customised, high-quality items such as bolts, screws, nuts and rivets. Its customers are primarily located in the Netherlands.

DACH

On 10 January, STEIN Automation GmbH & Co. KG, (Germany) was acquired with annual sales of SEK 110 million. The company is a supplier of pallet transfer systems for assembly lines. Its customers are companies primarily based in Germany within the automotive, medical and consumer goods industries.

Flow Technology

On 17 September, UK Gas Technologies Ltd. (UK) was acquired, with annual sales of SEK 130 million. It manufactures solutions for high purity medical and laboratory gases, purified water and steam systems, as well as other process installations and specialist systems. The company serves customers worldwide.

Finland

On 6 February, Jouka Oy (Finland) was acquired, with annual sales of SEK 70 million. The company designs and manufactures ball valves and integrated ball valve solutions for customers primarily in the Finnish market.

Industrial Components

On 4 February, Sverre Hellum & Sønn AS (Norway) was acquired, with annual sales of SEK 60 million. The company is a supplier of diamond tools in the Norwegian market.

On 3 March, Nortronic AS (Norway) was acquired, with annual sales of approximately SEK 60 million. The company is a technology sales company in the lighting market, which represents manufacturers of various LED solutions, system solutions for control and drives.

On 1 October, Cheirón A.S. (Czech Republic) was acquired, with annual sales of SEK 120 million. The company offers medical technology products, used in surgery rooms, intensive care wards, emergency wards, and cardio units.

Measurement & Sensor Technology

On 31 January, AVA Monitoring AB (Sweden) was acquired, with annual sales of SEK 45 million. The company develops, manufactures and sells equipment for measuring ground vibration and noise in connection with infrastructure and construction projects.

On 22 December, X-RAY WorX GmbH (Germany) was acquired, with annual sales of SEK 120 million. The company manufactures X-ray tubes for industrial applications in non-destructive testing.

Acquired assets and liabilities in 2020

Preliminary purchase price allocations

SEK million
Purchase price, incl. contingent earn
out payment totalling SEK 324 million 1,359
Acquired assets and liabilities Book
value
Fair value
adjustment
Fair value
Goodwill - 634 634
Agencies, trademarks, customer relations,
licences, etc. 11 476 487
Property, plant and equipment 61 - 61
Financial assets 0 - 0
Inventories 180 - 180
Other current assets 1) 242 - 242
Cash and cash equivalents 124 - 124
Deferred tax liability -3 -118 -121
Other operating liabilities -248 - -248
367 992 1,359

1) Mainly trade receivables

Agencies, customer relationships, licences, etc. will be amortised over a period of 5–20 years, while trademarks are assumed to have indefinite useful life. Trademarks are included at a value of SEK 17 million.

Indutrade typically uses an acquisition structure entailing a base level of consideration plus a contingent earn-out payment. Initially, the contingent earn-out payment is valued at the present value of the likely outcome, which for the acquisitions made during the year amount to SEK 324 million. The contingent earn-out payments fall due for payment within three years and can amount to a maximum of SEK 364 million. If the conditions are not met, the outcome can be in the range of SEK 0-364 million.

Transaction costs for the acquisitions carried out during the period totalled SEK 11 million (14) and are included in Other income and expenses in the income statement. Contingent earn-out payments were restated during the year in the amount of SEK 214 million (30). The effect is reported under Other income and expenses in the amount of SEK 208 million (30) and under Net financial items in the amount of SEK 6 million (0). In conjunction with a new assessment of contingent earnout payments during the third quarter due to a lower earnings level in relation to the assumptions underlying the prior recorded amount of contingent earn-out payments, impairment testing of goodwill was done in the companies concerned. The impairment testing of goodwill resulted in a write-down of SEK 141 million.

The acquisition analyses for Leiderdorp Instruments B.V., Uniska AG and Intergate AB, which were acquired during the fourth quarter of 2019 have now been finalised. No significant adjustments have been made to the calculations. For other acquisitions, the purchase price allocation calculations are preliminary. Indutrade regards the calculations as preliminary during the time that uncertainty exists with respect to, for example, the outcome of guarantees in the acquisition agreements concerning inventories and trade receivables.

Cash flow impact

SEK million

Total cash flow impact 1,024
Payments pertaining to previous years´acquisitions 116
Cash and cash equivalents in acquired companies -124
Purchase price not paid out -327
Purchase price, incl. contingent earn-out payments 1,359

Effects of acquisitions carried out in 2019 and 2020

SEK million Net sales EBITA
Business area Oct-Dec Jan-Dec Oct-Dec Jan-Dec
Benelux 73 345 13 40
DACH 15 158 1 23
Finland 13 57 4 15
Flow Technology 46 137 2 22
Fluids & Mechanical Solutions - 28 - 2
Industrial Components 90 215 17 38
Measurement & Sensor
Technology 11 99 1 16
UK - 51 - 2
Effect on Group 248 1,090 38 158
Acquisitions carried out in 2019 38 619 2 76
Acquisitions carried out in 2020 210 471 36 82
Effect on Group 248 1,090 38 158

If all acquired units had been consolidated as from 1 January 2020, net sales for the year would have amounted to SEK 19,517 million, and EBITA would have totalled SEK 2,669 million.

Divestments 2020

On 24 March, Meson FT Rus LLC was divested, with annual sales of approximately SEK 80 million. The capital gain amounted to SEK 0 million.

Acquisitions after the end of the reporting period

On 4 January, Pistesarjat Oy, Finland was acquired, with annual sales of SEK 90 million. The company offers cable systems from global leading suppliers to customers in Finland.

On 20 January, an agreement was signed to acquire Tecno Plast Industrietechnik GmbH (Germany), with annual sales of SEK 240 million. The company offers single-use tubing sets, PTFE and silicone hoses to customers in Germany, Austria, and Switzerland. The acquisition is conditional upon approval by the German Competition Authority.

On 29 January, Fire Proof BV was acquired, with annual sales of SEK 70 million. The company is a distributor specialised in passive fire protection for buildings.

Share data

At the end of the interim period the share capital amounted to SEK 727 million

Total number of shares outstanding after new issues 363,615,000
Number of newly subscribed shares 1,050,000
Number of shares at the beginning of the year 362,565,000

LTI 2017

In April 2017 the Annual General Meeting of Indutrade AB resolved to introduce a long-term incentive programme (LTI 2017) comprising a combined maximum of 704,000 warrants in two series for senior executives and other key persons in the Indutrade Group. Shares can be subscribed during specially stipulated subscription periods through Friday, 20 May 2022.

After the bonus issue in December 2020, each warrant entitles the holder to subscribe for three shares. The exercise price for series I is recalculated to SEK 81.60 per share and for series II to SEK 92.30 per share.

Outstanding incentive programmes

Outstanding
programme
Number
of
options
Corresponding
number of
shares
Proportion
of total
shares
Price per
warrant,
SEK
Initial
exercise
price, SEK
Adjusted
exercise
price, SEK
Number of
exercised
warrants
Corresponding
number of
shares
Expiration
period
2017/2022,
Series I
526,000 1,578,000 0.4% 15.0 244.9 81.6 317,000 951,000 27 April 2020 –
20 May 2022
2017/2022,
Series II
60,000 180,000 0.0% 13.4 276.8 92.3 33,000 99,000 27 April 2020 –
20 May 2022

Dilutive effects 1)

2020 2019 2020 2019
Oct-Dec Oct-Dec Jan-Dec Jan-Dec
Average number of shares before dilution, '000 363,098 362,565 362,721 362,565
Number of shares that incur a dilutive effect due to incentive
programme, '000 597 306 599 189
Average number of shares after dilution, '000 363,695 362,871 363,320 362,754
Dilutive effect, % 0.16 0.08 0.17 0.05
Number of shares at end of the period, '000 363,615 362,565 363,615 362,565

1) A 2:1 bonus issue was carried out in December 2020. All key ratios have been restated for the new number of shares.

Financial assets and liabilities

31 Dec 2020
SEK million
Interest rate swaps
and currency
forward contracts in
hedge accounting
Amortised
cost
Holdings of
shares and
participation
in unlisted
companies
Contingent
earn-out
payments
Financial
liabilities
measured at
amortised cost
Total
carrying
amount
Fair value
Valuation classification Level 2 Level 3 Level 3
Other shares and
participations
- - 12 - - 12 12
Trade receivables - 2,925 - - - 2,925 2,925
Other receivables 7 49 - - - 56 56
Cash and cash equivalents - 758 - - - 758 758
Total 7 3,732 12 - - 3,751 3,751
Non-current interest-bearing
liabilities
- - - 462 3,588 4,050 4,057
Current interest-bearing
liabilities
- - - 87 1,099 1,186 1,186
Trade payables - - - - 1,136 1,136 1,136
Other liabilities 10 - - - - 10 10
Total 10 - - 549 5,823 6,382 6,389
31 Dec 2019
SEK million
Interest rate swaps
and currency
forward contracts in
hedge accounting
Amortised
cost
Holdings of
shares and
participation
in unlisted
companies
Contingent
earn-out
payments
Financial
liabilities
measured at
amortised cost
Total
carrying
amount
Fair value
Valuation classification Level 2 Level 3 Level 3
Other shares and
participations - - 14 - - 14 14
Trade receivables - 3,025 - - - 3,025 3,025
Other receivables 3 5 - - - 8 8
Cash and cash equivalents - 719 - - - 719 719
Total 3 3,749 14 - - 3,766 3,766
Non-current interest-bearing
liabilities
- - - 411 3,919 4,330 4,339
Current interest-bearing
liabilities
- - - 154 1,988 2,142 2,143
Trade payables - - - - 1,237 1,237 1,237
Other liabilities 8 - - - - 8 8
Total 8 - - 565 7,144 7,717 7,727

Financial instruments are measured at fair value, based on the classification of the fair value hierarchy: other observable data for assets and liabilities than quoted prices [level 2], non-observable market data [level 3].

No transfers were made between levels 2 and 3 during the period. Contingent earn-out payments have been discounted to present value using an interest rate that is judged to be in line with the market rate at the time of acquisition. Adjustments are not made on a regular basis for changes in the market interest rate, since the effects of these are judged to be negligible.

Contingent earn-out payments 2020 2019
SEK million 31-Dec 31-Dec
Opening book value 565 215
Acquisitions during the year 319 465
Consideration paid -104 -93
Reclassified via income statement -213 -32
Interest expenses 5 7
Exchange rate differences -23 3
Closing book value 549 565

Parent company income statement – condensed

2020 2019 2020 2019
SEK million Oct-Dec Oct-Dec Jan-Dec Jan-Dec
Net sales 8 7 8 7
Gross profit 8 7 8 7
Administrative expenses -33 -34 -117 -120
Operating profit -25 -27 -109 -113
Financial income/expenses 13 13 21 -17
Profit from participation in Group companies 6 0 894 981
Profit after financial items -6 -14 806 851
Appropriations 403 628 403 628
Income Tax -86 -130 -71 -108
Net profit for the period 311 484 1,138 1,371
Amortisation/depreciation of intangible assets and property, plant and equipment 0 0 -1 -1

Parent company balance sheet – condensed

2020 2019
SEK million 31-Dec 31-Dec
Intangible assets 0 0
Property, plant and equipment 1 1
Financial assets 6,253 5,936
Current receivables 6,861 6,861
Cash and cash equivalents 0 0
Total assets 13,115 12,798
Equity 7,088 5,864
Untaxed reserves 675 673
Non-current interest-bearing liabilities and pension liabilities 2,913 3,274
Other non-current liabilities and provisions 0 5
Current interest-bearing liabilities 2,286 2,768
Current non-interest-bearing liabilities 153 214
Total equity and liabilities 13,115 12,798

Alternative Performance Measures

In this interim report Indutrade presents Alternative Performance Measures (APMs) that complement the key financial ratios defined in IFRS. The company believes that these APMs provide valuable information to stakeholders, as they contribute to assessment of the company's performance, trends, ability to repay debt and invest in new business opportunities, and they reflect the Group's acquisition-intensive business model.

Since not all companies calculate their financial key ratios in the same way, they are not always comparable. They should therefore not be regarded as a substitute for the key ratios defined in IFRS. Following are definitions of Indutrade's key ratios, of which most are APMs.

Earnings per share before dilution

Net profit for the period attributable to owners of the parent divided by the average number of shares outstanding. Definition according to IFRS.

Earnings per share after dilution

Net profit for the period attributable to owners of the parent divided by the average number of shares outstanding after dilution.

EBITA

Operating profit before amortisation of intangible noncurrent assets arising in connection with company acquisitions (Earnings Before Interest, Tax and Amortisation). EBITA is the principal measure of the Group's earnings.

EBITA-margin

EBITA divided by net sales.

EBITDA

Operating profit before depreciation and amortisation (Earnings Before Interest, Tax, Depreciation and Amortisation).

Equity per share

Shareholders' equity attributable to owners of the parent divided by the number of shares outstanding.

Equity ratio

Shareholders' equity divided by total assets.

Gross margin

Gross profit divided by net sales.

Interest-bearing net debt

Interest-bearing liabilities including pension liability and estimated earn-outs for acquisitions, less cash and cash equivalents.

Net capital expenditures

Purchases less sales of intangible non-current assets and of property, plant and equipment, excluding those included in acquisitions and divestments of subsidiaries and operations.

Net debt/equity ratio

Interest-bearing net debt divided by shareholders' equity.

Net debt/EBITDA

Interest-bearing net debt at the end of the period divided by EBITDA on a moving 12-month basis.

Capital employed

Shareholders' equity plus interest-bearing net debt.

Return on equity

Net profit for the period on a moving 12-month basis divided by average shareholders' equity per month.

Return on capital employed

EBITA calculated on a moving 12-month basis divided by average capital employed per month.

Indutrade in brief

Indutrade is an international technology and industrial business group that today consists of more than 200 companies in some 30 countries, mainly in Europe. In a decentralised way, we work to provide sustainable profitable growth by developing and acquiring successful companies managed by passionate entrepreneurs. Our companies develop, manufacture, and sell components, systems and services with significant technical content in selected niches. Our value-based culture, where people make the difference, has been the foundation of our success since the start in 1978.

Customers can be found in a wide range of industries, including infrastructure, medical technology/pharmaceuticals, engineering, energy, water/wastewater and food.

The Group is structured into eight business areas: Benelux, DACH, Finland, Flow Technology, Fluids & Mechanical Solutions, Industrial Components, Measurement & Sensor Technology and UK.

The Group's financial targets are that: Sales growth

• Average sales growth shall amount to a minimum of 10% per year over a business cycle. Growth is to be achieved organically as well as through acquisitions.

EBITA-margin

• The EBITA margin shall amount to a minimum of 12% per year over a business cycle.

Return on capital employed

• The return on capital employed shall be a minimum of 20% per year on average over a business cycle.

Net debt/equity ratio

• The net debt/equity ratio should normally not exceed 100%.

Dividend payout ratio

• The dividend payout ratio shall range from 30% to 50% of net profit.

1)Financial year 2020. During 2020, Indutrade has reviewed net sales per customer segment. As a result of this review, some name clarifications and some minor movements of net sales between customer segments have taken place.

This is an unofficial translation of the original Swedish text. In the event of any discrepancy between the English translation and the Swedish original, the Swedish version shall govern.

Indutrade AB (publ.)

Net sales per market, % 1)

Reg.nr. 556017-9367. Box 6044, SE-164 06 Kista. Visiting address: Raseborgsgatan 9. Tel: +46 8 703 03 00 www.indutrade.com

Sustainability efforts strengthened by long-term objectives

Indutrade has established long-term objectives to enhance business opportunities, drive sustainable profitable growth, and support the UN Sustainable Development Goals (SDGs).

Indutrade's sustainability strategy represents a shared commitment that the businesses within the group continuously develops and improves in ways that are economically, environmentally and socially responsible", says Bo Annvik, President and CEO, "We are doing our part to deliver the 2030 Agenda for Sustainable Development." The strategy is based on Indutrade's three focus areas; people, environment and profitable growth – with the following 2030 objectives set within each area:

  • 100 percent engaged people
  • CO2 neutral
  • 100 percent of Indutrade companies contributing to sustainable development according to the global goals

Tecno Plast Industrietechnik – our latest acquisition

On 20 January, Indutrade signed an agreement with the intent to acquire all of the shares in the German company Tecno Plast Industrietechnik GmbH, with annual sales of approximately EUR 23 million. The acquisition is conditional upon approval by the German Competition Authority, and closing is expected to be finalised in February 2021.

Tecno Plast offers single-use tubing sets, PTFE and silicone hoses to customers in Germany, Austria, and Switzerland. Founded in 1972, Tecno Plast's technical expertise and experience within the niche is extensive and the offering includes in most cases customer specific assembly. Customers are found in industries such as biopharma, pharma, MedTech, and chemical.

Located in Düsseldorf, Germany, the company has about 80 employees and will be included in Indutrade's Business Area Benelux.

X-RAY WorX – niche manufacturer of X-ray tubes

In December, Indutrade acquired the German company X-RAY WorX GmbH, a leading niche manufacturer of X-ray tubes for industrial applications in non-destructive testing. Annual sales for the company amount to approximately EUR 11 million. The product range consists of open high resolution microfocus X-ray tubes, with the highest capabilities, meeting diverse application and industrial requirements.

The offering is complemented by maintenance, service, and training. Customers are primarily OEMs of industrial X-ray inspection systems, serving a diverse set of industrial end markets including high growth applications areas such as additive manufacturing and battery production. To serve its internationally diversified customer base, X-RAY WorX uses a broad network of distributors and sales partners.

The company is located in Garbsen, Germany, and has 23 employees and is included in Indutrade's business area Measurement & Sensor Technology.

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