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Indutrade

Interim / Quarterly Report Jul 18, 2019

2927_ir_2019-07-18_70fa2c5f-2d26-40d1-b361-46feae427e59.pdf

Interim / Quarterly Report

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Q2 Interim report second quarter

and first half of 2019

Second quarter 2019

  • Order intake rose 6% to SEK 4,653 million (4,391). For comparable units, order intake decreased by 1%.
  • Net sales rose 4% to SEK 4,587 million (4,390). For comparable units, net sales decreased by 1%.
  • Operating profit before amortisation of intangible non-current assets attributable to acquisitions (EBITA) rose 6% to SEK 574 million (543), corresponding to an EBITA margin of 12.5% (12.4%).
  • Profit for the quarter grew marginal to SEK 365 million (364) and earnings per share were SEK 3.02 (3.01).
  • Cash flow from operating activities totalled SEK 488 million (290).

1 January – 30 June 2019

  • Order intake rose 8% to SEK 9,263 million (8,564). For comparable units the increase was 2%.
  • Net sales rose 8% to SEK 8,953 million (8,287). For comparable units the increase was 2%.
  • Operating profit before amortisation of intangible non-current assets attributable to acquisitions (EBITA) rose 12% to SEK 1,111 million (994), corresponding to an EBITA margin of 12.4% (12.0%).
  • Profit for the period grew 9% to SEK 715 million (657) and earnings per share were SEK 5.92 (5.43).
  • Cash flow from operating activities totalled SEK 656 million (294).

Financial Development

2019 2018 2019 2018 2018/19 2018
SEK million Apr-Jun Apr-Jun Change Jan-Jun Jan-Jun Change Moving 12 mos Jan-Dec
Order intake 4,653 4,391 6% 9,263 8,564 8% 17,772 17,073
Net sales 4,587 4,390 4% 8,953 8,287 8% 17,514 16,848
Operating profit 496 475 4% 965 866 11% 1,924 1,825
EBITA 574 543 6% 1,111 994 12% 2,204 2,087
EBITA margin, % 12.5 12.4 12.4 12.0 12.6 12.4
Profit before taxes 469 457 3% 911 828 10% 1,833 1,750
Net profit 365 364 0% 715 657 9% 1,426 1,368
Earnings per share before dilution, SEK 3.02 3.01 0% 5.92 5.43 9% 11.80 11.31
Return on capital employed, % 1) 20 19 20 19 20 21
Cash flow from operating activities 488 290 68% 656 294 123% 1,722 1,360
Net debt/equity ratio, % 99 79 99 79 99 63

1) Previously called operating capital.

Q2 CEO's message

Continued good and stable demand with a high pace of acquisitions during the second quarter of 2019.

Second quarter

The second quarter of 2019 was characterised by continued good and stable demand. The difference in demand between products, segments and markets has increased slightly, and in a number of segments development has levelled out, such as in construction and automotive.

Order intake exceeded net sales by 1% and reached slightly more than SEK 4.6 billion, growing by a total of 6%. Sales increased by 4%. Many of our companies experienced continued favourable growth, and the UK business area had the strongest organic order growth during the quarter. However, uncertainty surrounding Brexit affected our British companies somewhat more than during the first quarter. The Measurement & Sensor Technology and Flow Technology business areas had good development driven in part by measurement technology and the marine segment. However, due to fewer investment-related projects and slightly weaker demand in certain segments, organic development for several business areas was dampened.

Profitability developed favourably for most of our companies, and five of our eight business areas posted higher operating margins than in the same quarter a year ago. The EBITA margin for the Group as a whole improved slightly to 12.5% (12.4%). The strongest performance was shown in the Flow Technology and UK business areas, mainly driven by a high level of invoicing. Profitability for the Measurement & Sensor Technology business area decreased slightly and was affected by significantly lower demand in North America for one of the larger companies. Profitability remained at a good level.

The market situation and the profitability continued to be challenging in the power generation segment in the Benelux business area. Work with both short-term and more strategic improvement measures continues according to plan.

Cash flow from operating activities increased during the quarter to SEK 488 million (290). Tied-up capital remains at a somewhat high level as a result of high capacity utilisation in many of our companies, customers and suppliers.

During the quarter Indutrade strengthened its long-term financing with a new credit facility, and a bond was issued. The Group's financial strength creates stability and facilitates investments and acquisitions.

We have continued to develop our sustainability work, and in 2019 we have carried out a training programme in sustainability for all of the Group's managing directors. The ambition in 2019 is that all subsidiaries will conduct a materiality analysis and start defining relevant KPIs for their respective companies.

Acquisitions

We have maintained a high level of acquisition activity, and thus far during the year a total of ten acquisitions have been carried out. Five acquisitions were carried out during the second quarter: QbiQ Group (Netherlands), Adam Equipment and Datum Electronics (UK), Starke Arvid (Sweden), and Färber & Schmid (Switzerland). After the end of the quarter, the Norwegian instruments company Finisterra and the British company Natgraph, a manufacturer of customised drying and curing systems for industrial print applications, were also acquired.

During 2019 we have acquired companies with combined annual sales of approximately SEK 1.2 billion. We have continued to deliver in line with our strategy by investing in successful, wellmanaged, marketing-leading niche companies with the potential to generate profitable growth. We have an opportunistic acquisition strategy where we pick the cream of the crop, and our future acquisition opportunities remain good.

Outlook

The prevailing market situation continues to be stable, but with slightly higher variation and a flattening in demand in certain segments. We have a good spread of risk through our diversified structure with many small and flexible companies working in various niches and segments across many countries. Our MDs can independently make fast business decisions and adapt to their customers' needs. We have a stable platform that gives us favourable prospects for sustainable, profitable growth going forward.

Bo Annvik, President and CEO

Group performance

Order intake

Order intake remained favourable during second quarter. Order intake exceeded invoicing by 1% and totalled SEK 4,653 million (4,391), an increase of 6%. For comparable units, order intake decreased by -1%. Acquired growth was 7%, and divestments affected order intake by -2%. Currency movements had a positive effect on order intake of 2%. Fewer invoicing days compared with the same period a year ago had a slightly negative effect on growth.

The strongest organic growth was reported by the UK and Measurement & Sensor Technology business areas. The favourable performance in the UK business area remained broad-based and can be credited to both domestic- and export-oriented companies. Growth for Measurement & Sensor Technology is attributable to well positioned companies and weak order intake a year ago. Negative organic performance was noted during the quarter in the DACH, Finland, Fluids & Mechanical Solutions and Industrial Components business areas. The weak performance is due in part to fewer large projects during the year and in part to lower demand in certain segments, such as construction and automotive.

Order intake during the period January–June amounted to SEK 9,263 million (8,564), an increase of 8%. The increase for comparable units was 2%, acquisitions contributed 5%, the effect of divestments was -2%, and currency movements had a positive effect on order intake of 3%.

Order intake

SEK million

Order intake Order intake moving 12 mos

Net sales

Net sales rose 4% to SEK 4,587 million (4,390). For comparable units, net sales decreased by -1%, acquisitions contributed 6%, and the effect of divestments was -3%. Currency movements had a positive effect on net sales of 2%. Growth during the quarter was hurt slightly by fewer invoicing days compared with the same period a year ago.

The UK, Flow Technology and DACH business areas showed the strongest organic growth. The favourable performance in the UK remained broad-based and is derived primarily from competitive and well positioned companies. Growth for the Flow Technology business area was good, and most of the business area's companies and segments showed favourable performance. For the DACH business area, the strong order intake in recent quarters from the process industry in Switzerland contributed to favourable development of invoicing.

Negative organic development was noted by the Benelux, Finland and Industrial Components business areas. Development for the Benelux business area was due to lower invoicing for valves for power generation, where order intake was low during the autumn of last year. The negative growth in the Finland and Industrial Components business areas is mainly due to fewer large projects compared with a year ago.

Net sales during the period January–June rose 8% to SEK 8,953 million (8,287). The increase for comparable units was 2%, acquisitions contributed 5%, the effect of divestments was -2%, and currency movements had a positive effect on net sales of 3%.

Net Sales

Net Sales per Business Area

Q2 Earnings

Operating profit before amortisation of intangible assets attributable to acquisitions (EBITA) amounted to SEK 574 million (543) for the second quarter of the year, an improvement of 6%. For comparable units, operating profit decreased by -1%, acquisitions contributed 8%, divestments had a negative effect of -3%, and currency movements had a positive effect on operating profit of 2%. The EBITA margin increased to 12.5% (12.4%).

The gross margin for the Group was 34.4% (33.6%) for the second quarter. The improvement was mainly organic and attributable to a beneficial mix of products and customers as well as to continued successful work with pricing. Accumulated for the first half of the year, the gross margin was 34.3% (34.1%).

Broken down by business area, Flow Technology and UK posted the largest improvements in the EBITA margin. The margin improvements in both business areas were driven mainly by favourable development of invoicing combined with a positive change in the mix in the UK and good cost control among companies in Flow Technology. The Benelux and Measurement & Sensor Technology business areas showed the weakest EBITA margin performance during the second quarter. In the Benelux business area this was mainly attributable to valves for power generation, where invoicing was low during the quarter as a result of weak order intake in autumn 2018. For the Measurement & Sensor Technology business area, the weak performance is mainly experienced by a large company with significantly lower demand in North America.

Net financial items for the second quarter amounted to SEK -27 million (-18). The decrease is due to recognition of higher interest expenses in connection with the adoption of IFRS 16 and a higher level of debt. Tax on profit for the quarter was SEK -104 million (-93), corresponding to a tax charge of 22% (20%). Profit for the quarter increased marginally to SEK 365 million (364). Earnings per share before dilution increased marginally to SEK 3.02 (3.01).

Operating profit before amortisation of intangible assets attributable to acquisitions (EBITA) amounted to SEK 1,111 million (994) for the period January–June, an increase of 12%. The increase for comparable units was 3%, acquisitions contributed 7%, divestments had a negative effect of -1%, and currency movements had a positive effect of 3%. The EBITA margin increased to 12.4% (12.0%).

Net financial items for the period January–June amounted to SEK -54 million (-38). Tax on profit for the period was SEK -196 million (-171), corresponding to a tax charge of 22% (21%). Profit for the period rose 9% to SEK 715 million (657). Earnings per share before dilution increased by 9% to SEK 5.92 (5.43).

Return

The return on capital employed (previously called operating capital) was 20% (19%), and the return on equity was 23% (22%). The improvements are mainly explained by the fact that the comparison returns for the preceding year were weighed down by restructuring costs for the Sander Meson Group. Adoption of IFRS 16 had a marginally negative effect.

EBITA margin

Earnings per share

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).

2019 2018 2019 2018 2018/19 2018
SEK million Apr-Jun Apr-Jun Change Jan-Jun Jan-Jun Change Moving 12 mos Jan-Dec
Net sales 543 556 -2% 1,015 1,036 -2% 2,024 2,045
EBITA 67 85 -21% 128 162 -21% 272 306
EBITA margin, % 12.3 15.3 12.6 15.6 13.4 15.0

Net sales decreased by -2% during the quarter to SEK 543 million (556). For comparable units, sales decreased by -14%, acquisitions contributed 10%, and currency movements had a positive effect of 2%.

The market situation remained favourable and stable for most of the business area's companies. Order intake during the quarter was 8% higher than invoicing. The decrease in net sales is mainly due to weak order intake for valves for power generation during the autumn of 2018.

EBITA for the quarter decreased by -21% to SEK 67 million (85), corresponding to an EBITA margin of 12.3% (15.3%). For comparable units, EBITA decreased by -32%, acquisitions contributed 9%, and currency movements had a positive effect of 2%.

The weak EBITA performance is mainly due to lower sales and production of valves for power generation.

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.

2019 2018 2019 2018 2018/19 2018
SEK million Apr-Jun Apr-Jun Change Jan-Jun Jan-Jun Change Moving 12 mos Jan-Dec
Net sales 349 316 10% 654 612 7% 1,267 1,225
EBITA 33 29 14% 62 59 5% 129 126
EBITA margin, % 9.5 9.2 9.5 9.6 10.2 10.3

Net sales increased by 10% during the quarter to SEK 349 million (316). For comparable units, net sales increased by 6%, acquisitions had a positive effect of 5%, divestments had a negative effect of -6%, and currency movements had a positive effect of 5%.

Demand from the process industry in Switzerland remained good during the quarter, while demand was weaker in Germany.

Order intake was 13% lower than invoicing.

EBITA for the quarter increased by 14% to SEK 33 million (29), and the EBITA margin was 9.5% (9.2%). For comparable units, EBITA decreased by -4%, acquisitions made a positive contribution of 9%, divestments had a positive effect of 3%, and currency movements had a positive effect of 6%. As in the first quarter, the negative organic change in EBITA was attributable to a couple of specific companies with weaker performance.

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.

2019 2018 2019 2018 2018/19 2018
SEK million Apr-Jun Apr-Jun Change Jan-Jun Jan-Jun Change Moving 12 mos Jan-Dec
Net sales 416 483 -14% 834 880 -5% 1,697 1,743
EBITA 51 53 -4% 94 91 3% 216 213
EBITA margin, % 12.3 11.0 11.3 10.3 12.7 12.2

Net sales decreased by -14% during the quarter to SEK 416 million (483). For comparable units, net sales decreased by -5%, currency movements had a positive effect of 2%, and divestments had a negative effect of -11%.

Demand remained stable during the quarter, and order intake was 6% higher than invoicing. The decrease in net sales is primarily attributable to a couple of companies that had invoicing for large projects in the preceding year.

EBITA for the quarter decreased by -4% to SEK 51 million (53), and the EBITA margin was 12.3% (11.0%). For comparable units, EBITA decreased by -3%, and currency movements had a positive effect of 2%. Divestments had a negative effect on EBITA of -3%.

The improved EBITA margin is mainly attributable to completed divestments and cost improvements.

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.

2019 2018 2019 2018 2018/19 2018
SEK million Apr-Jun Apr-Jun Change Jan-Jun Jan-Jun Change Moving 12 mos Jan-Dec
Net sales 965 898 7% 1,855 1,668 11% 3,678 3,491
EBITA 130 103 26% 235 177 33% 472 414
EBITA margin, % 13.5 11.5 12.7 10.6 12.8 11.9

Net sales increased by 7% during the quarter to SEK 965 million (898). For comparable units, net sales increased by 7%, acquisitions contributed 2%, divestments had a negative effect of -3%, and currency movements had a positive effect of 1%.

Demand remained favourable for most of the business area's companies, with strong performance in the marine segment, for example. A somewhat larger variation in demand was noted among the business area's companies.

Order intake was 1% higher than invoicing during the quarter.

EBITA for the quarter increased by 26% to SEK 130 million (103), corresponding to an EBITA margin of 13.5% (11.5%). For comparable units, EBITA increased by 21%, acquisitions made a positive contribution of 2%, divestments had a positive effect of 1%, and currency movements had a positive effect of 2%.

The improvement in the EBITA margin during the quarter was mainly organic and driven in large part by higher net sales.

Fluids & Mechanical Solutions

Companies in this business area offer hydraulic and mechanical components to industries in the Nordic countries, other European countries and North America. The business area includes companies with a considerable amount of own manufacturing and proprietary products. Customer segments include construction & infrastructure, auto repair, engineering, water/wastewater and commercial vehicles. Key product areas are filters, hydraulics, tools & transmission, industrial springs, valves, water and wastewater fittings, steel profiles, compressors, folding and movable walls, product labelling and construction plastics. The business area has a strong market position in the Nordic countries.

2019 2018 2019 2018 2018/19 2018
SEK million Apr-Jun Apr-Jun Change Jan-Jun Jan-Jun Change Moving 12 mos Jan-Dec
Net sales 532 519 3% 1,037 996 4% 2,021 1,980
EBITA 73 70 4% 148 135 10% 275 262
EBITA margin, % 13.7 13.5 14.3 13.6 13.6 13.2

Net sales increased by 3% during the quarter to SEK 532 million (519). For comparable units, net sales increased by 1%, acquisitions contributed 5%, divestments had a negative effect of -4%, and currency movements had a positive effect on net sales of 1%.

The market situation remained stable during the quarter in most of the business area's segments, with infrastructure showing the strongest performance and weaker performance for the industrial segment.

Order intake was in line with invoicing during the quarter.

EBITA increased by 4% during the quarter to SEK 73 million (70), and the EBITA margin was 13.7% (13.5%). For comparable units, EBITA decreased by -1%, acquisitions contributed 5%, divestments had a negative effect of -1%, and currency movements had a positive effect of 1%.

The improvement in the EBITA margin during the quarter was mainly attributable to acquired companies.

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, and 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.

2019 2018 2019 2018 2018/19 2018
SEK million Apr-Jun Apr-Jun Change Jan-Jun Jan-Jun Change Moving 12 mos Jan-Dec
Net sales 883 895 -1% 1,773 1,683 5% 3,461 3,371
EBITA 108 114 -5% 216 199 9% 417 400
EBITA margin, % 12.2 12.7 12.2 11.8 12.0 11.9

Net sales decreased by -1% during the quarter to SEK 883 million (895). For comparable units, net sales decreased by -4%, acquisitions made a positive contribution of 3%, divestments had a negative effect of -1%, and currency movements had a positive effect of 1%.

Demand during the quarter remained good in most of the business area's segments, but with fewer large projects. The largest sales growth was noted in the medtech segment, while sales were lower for the transmission, automation and infrastructure segments, as the corresponding period a year ago included invoicing for large projects.

Order intake was 1% higher than invoicing.

EBITA decreased by -5% during the quarter to SEK 108 million (114), and the EBITA margin was 12.2% (12.7%). EBITA for comparable units decreased by -9%, acquisitions made a positive contribution of 2%, divestments had a positive effect of 1%, and currency movements had a positive effect of 1%.

The lower EBITA margin is mainly attributable to the decrease in net sales.

Q2 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.

2019 2018 2019 2018 2018/19 2018
SEK million Apr-Jun Apr-Jun Change Jan-Jun Jan-Jun Change Moving 12 mos Jan-Dec
Net sales 536 435 23% 1,078 853 26% 2,088 1,863
EBITA 83 73 14% 173 138 25% 357 322
EBITA margin, % 15.5 16.8 16.0 16.2 17.1 17.3

Net sales increased by 23% during the quarter to SEK 536 million (435). For comparable units, the change in net sales was marginal, acquisitions contributed 21%, and currency movements had a positive effect of 2%.

Demand remained strong during the quarter for many of the business area's companies, and order intake was 6% higher than invoicing.

EBITA increased by 14% during the quarter to SEK 83 million (73), and the EBITA margin was 15.5% (16.8%). For comparable units, EBITA decreased by -8%, acquisitions contributed 19%, and currency movements had a positive effect of 3%.

The lower EBITA margin is mainly attributable to significantly lower demand in North America for one of the business area's larger companies.

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.

2019 2018 2019 2018 2018/19 2018
SEK million Apr-Jun Apr-Jun Change Jan-Jun Jan-Jun Change Moving 12 mos Jan-Dec
Net sales 374 301 24% 733 581 26% 1,335 1,183
EBITA 62 44 41% 113 86 31% 202 175
EBITA margin, % 16.6 14.6 15.4 14.8 15.1 14.8

Net sales increased by 24% during the quarter to SEK 374 million (301). For comparable units, net sales increased by 8%, acquisitions made a positive contribution of 13%, and currency movements had a positive effect of 3%.

Demand continued to be broad-based and favourable for most of the business area's companies during the quarter. Uncertainty surrounding Brexit had a larger impact than during the first quarter, mainly owing to inventory changes among certain customers and a dampened pace of investment.

Order intake was 1% lower than invoicing during the quarter.

EBITA increased by 41% during the quarter to SEK 62 million (44), and the EBITA margin was 16.6% (14.6%). For comparable units, EBITA increased by 17%, acquisitions contributed 19%, and currency movements had a positive effect of 5%.

The positive change in the EBITA margin is attributable both to strong organic sales performance and acquired companies.

Other financial information

Financial position

To secure long-term financing, Indutrade has signed a new agreement for a revolving credit facility during the quarter. The new facility is for SEK 3,500 million and has a term of five years with an option for a two-year extension. During the quarter, Indutrade issued an unsecured bond loan of SEK 500 million with a tenor of 5.25 years to shift part of the Group's short-term financing to long-term financing.

Shareholders' equity amounted to SEK 6,492 million (5,616), and the equity ratio was 38% (40%). Cash and cash equivalents amounted to SEK 679 million (534). In addition to this, the Group had unutilised credit promises of SEK 3,412 million (2,834). Interest-bearing net debt amounted to SEK 6,422 million (4,451) at the end of the period. Most of the increase is attributable to financing of extensive acquisition activity during the second quarter and to adoption of IFRS 16, which entailed an increase in recognised liabilities by approximately SEK 880 million.

The net debt/equity ratio was 99% at end of the period (79%). Excluding IFRS 16, the net debt/equity ratio is estimated to be approximately 85%.

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 second quarter of the year to SEK 488 million (290). The increase is mainly attributable to a lower build-up of working capital than in the preceding year and an improved operating profit. Working capital remained at a slightly high level, mainly owing to previous inventory build-up carried out to uphold delivery service and maintain a high pace of production.

Cash flow from operating activities was SEK 656 million (294) during the interim period January–June. Cash flow from net capital expenditures in intangible noncurrent assets and in property, plant and equipment, excluding company acquisitions, was SEK 472 million (154).

The Group's net capital expenditures, excluding company acquisitions, totalled SEK 184 million (140). Depreciation of property, plant and equipment totalled SEK 262 million (112). Investments in company acquisitions amounted to SEK 1,069 million (278). In addition, earn-out payments for previous years' acquisitions totalled SEK 84 million (75). Divestments amounted to SEK 27 million (25).

Employees

The number of employees was 7,228 at the end of the period, compared with 6,778 at the start of the year.

Company acquisitions

The Group acquired the following companies, which are consolidated for the first time in 2019.

Month acquired Acquisitions Business area Net sales/SEK m* No. of employees*
March Wholesale Welding Supplies Ltd
(Weldability Sif)
UK 100 42
March STRIHL Scandinavia AB Fluids & Mechanical Solutions 60 18
April Acumo Industrial Components 60 10
April QbiQ Group B.V. Benelux 320 80
May Adam Equipment Co Ltd Measurement & Sensor Technology 150 180
May Datum Electronics Ltd Measurement & Sensor Technology 50 26
May Starke Arvid AB Fluids & Mechanical Solutions 90 35
May Färber & Schmid AG DACH 220 22
Total 1,050 413

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

Further information about completed company acquisitions can be found on page 20 of this interim report.

Q2 Events after the end of the reporting period

On 1 July the company Finisterra AS was acquired, and on 3 July the company Natgraph Ltd was acquired. For further information, see page 21.

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 sales, which consist exclusively of intercompany invoicing of services, amounted to SEK 0 million (0) during the period January–June. The Parent Company's financial assets consist mainly of shares in subsidiaries. During the period January–June the Parent Company acquired shares in one company. The Parent Company has not made any major investments in intangible assets or in property, plant and equipment. The number of employees on 30 June was 17 (15).

Risks and uncertainties

The Indutrade Group conducts business through more than 200 companies in more than 30 countries on six continents. This diversification, together with a large number of customers in various industries and a large number of suppliers, mitigates the business and financial risks. Apart from the risks and uncertainties described in Indutrade's 2018 Annual Report, no significant risks or uncertainties are judged to have emerged or been eliminated. 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 2018 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, except for the changed accounting principles described below.

The new leasing standard IFRS 16, which has been endorsed by the EU, replaced IAS 17 on 1 January 2019. The standard entails changes primarily for lessees in that the breakdown of leases into operating and finance leases has been removed. Lessees recognise a right-of-use asset that represents a right to use the underlying asset and a lease liability that represents an obligation to make lease payments per lease contract. In the income statement, interest and depreciation are to be reported instead of leasing costs.

Indutrade has reported the transition using the simplified method, which doesn't require restated comparative financial information. Right-of-use assets are measured from the inception date of the contract.

Short-term leases and contracts with a low right-ofuse asset value are not reported. Only identifiable assets are included as right-of-use assets and lease liabilities, therefore lease payments for e.g., service contracts with non-identifiable assets are recognised directly through the income statement.

Indutrade's leases are primarily for rental of premises. The standard has been assessed to have had the following impact on the balance sheet as per 1 January 2019: an increase in right-of-use assets, reported as property, plant and equipment, by SEK 807 million, an increase in lease liabilities, reported as current and non-current interestbearing liabilities, by SEK 842 million, a decrease in equity by SEK 28 million, and an increase in deferred tax assets by SEK 7 million.

During the first half of 2019 IFRS 16 has resulted in an approximate increase of depreciation of property, plant and equipment by SEK 140 million and interest expense by SEK 10 million. These were previously recognised as external operating costs.

In cases where interest has not been specified in the lease contract, an interest rate has been set per currency whereby Indutrade has used a risk-free interest rate with a duration that corresponds to the average term for leases as the basis. A premium has been added to cover the Group's and subsidiaries' assessed credit risk. An adjustment has also been made based on the type of asset.

Financial Calendar

  • The interim report for the period 1 January–30 September 2019 will be published on 25 October 2019.
  • The year-end report for the period 1 January–31 December 2019 will be published on 5 February 2020.

The Board's assurance

The Board of Directors and President certify that the half-year interim report gives a true and fair view of the Company's and Group's operations, position and result of operations, and describes material risks and uncertainties facing the Company and companies included in the Group.

Stockholm 18 July 2019 Indutrade AB (publ) This report has not been reviewed by the company's auditors. Katarina Martinson Chairman Bengt Kjell Vice Chairman Susanna Campbell Director Anders Jernhall Director Ulf Lundahl Director Krister Mellvé Director Lars Petterson Director Bo Annvik Director, 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 and the Swedish Securities Market Act. The information was submitted for publication by the agency of the following contact persons at 8 a.m. (CEST) on 18 July 2019.

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, Head of Communication and Investor Relations, tel.: +46 70 930 93 24.

This report will be commented upon as follows:

The interim report will be presented via a webcast at 10.30 a.m. (CEST) on 18 July via the following link: https://event.on24.com/wcc/r/2038369/2D4C0C0BB7D88A E2860F48A2D156A068

To participate via conference call and ask questions, call: UK: +46 8 505 583 57 SE: +44 333 300 9263 US: +1 646 722 4904

Q2 Indutrade consolidated income statement – condensed

2019 2018 2019 2018 2018/19 2018
SEK million Apr-Jun Apr-Jun Jan-Jun Jan-Jun Moving 12 mos Jan-Dec
Net sales 4,587 4,390 8,953 8,287 17,514 16,848
Cost of goods sold -3,008 -2,914 -5,885 -5,463 -11,521 -11,099
Gross profit 1,579 1,476 3,068 2,824 5,993 5,749
Development costs -57 -52 -110 -100 -214 -204
Selling costs -747 -696 -1,462 -1,359 -2,840 -2,737
Administrative expenses -283 -253 -543 -497 -1,037 -991
Other operating income and expenses 4 0 12 -2 22 8
Operating profit 496 475 965 866 1,924 1,825
Net financial items -27 -18 -54 -38 -91 -75
Profit before taxes 469 457 911 828 1,833 1,750
Income Tax -104 -93 -196 -171 -407 -382
Net profit for the period 365 364 715 657 1,426 1,368
Net profit, attributable to:
Equity holders of the parent company 365 364 715 656 1,426 1,367
Non-controlling interests 0 0 0 1 0 1
365 364 715 657 1,426 1,368
EBITA 574 543 1,111 994 2,204 2,087
Operating profit includes:
Amortisation of intangible assets 1) -86 -74 -162 -144 -313 -295
of which attributable to acquisitions -78 -68 -146 -128 -280 -262
Depreciation of property, plant and equipment -134 -57 -262 -112 -379 -229
Earnings per share before dilution, SEK 3.02 3.01 5.92 5.43 11.80 11.31
Earnings per share after dilution, SEK 3.02 3.01 5.91 5.43 11.80 11.31
1) Excluding impairment losses

Indutrade consolidated statement of comprehensive income

2019 2018 2019 2018 2018/19 2018
SEK million Apr-Jun Apr-Jun Jan-Jun Jan-Jun Moving 12 mos Jan-Dec
Net profit for the period 365 364 715 657 1,426 1,368
Other comprehensive income
Items that can be reversed into income statement
Fair value adjustment of hedge instruments -4 -6 -7 -5 -5 -3
Tax attributable to fair value adjustments 0 1 1 1 1 1
Exchange rate differences 16 49 140 241 33 134
Items that cannot be reversed into income statement
Actuarial gains/losses - - - - 3 3
Tax on actuarial gains/losses - - - - -1 -1
Other comprehensive income for the period, net of tax 12 44 134 237 31 134
Total comprehensive income for the period 377 408 849 894 1,457 1,502
Total comprehensive income, attributable to:
Equity holders of the parent company 377 408 849 893 1,457 1,501
Non-controlling interests 0 0 0 1 0 1

Indutrade consolidated balance sheet – condensed

2019 2018 2018
SEK million 30-Jun 30-Jun 31-Dec
Goodwill 3,795 3,096 3,170
Other intangible assets 2,615 2,193 2,169
Property, plant and equipment 2,875 1,735 1,736
Financial assets 162 137 158
Inventories 3,269 2,833 2,834
Accounts receivable, trade 3,106 2,990 2,877
Other receivables 668 531 418
Cash and cash equivalents 679 534 708
Total assets 17,169 14,049 14,070
Equity 6,492 5,616 6,218
Non-current interest-bearing liabilities and pension liabilities 4,525 2,343 2,811
Other non-current liabilities and provisions 722 628 619
Current interest-bearing liabilities 2,576 2,642 1,806
Accounts payable, trade 1,298 1,267 1,168
Other current liabilities 1,556 1,553 1,448
Total equity and liabilities 17,169 14,049 14,070

Indutrade consolidated statement of changes in equity – condensed

Attributable to equity holders of the parent company 2019 2018 2018
SEK million 30-Jun 30-Jun 31-Dec
Opening equity 6,205 5,151 5,151
Total comprehensive income for the period 849 893 1,501
New issues - 7 7
Dividend 1) -544 -453 -453
Change in accounting method -28 - -
Acquisition of non-controlling interests -2 - -1
Closing equity 6,480 5,598 6,205
1) Dividend per share for 2018 (2017) was SEK 4,50 (3.75)
Equity, attributable to:
Equity holders of the parent company 6,480 5,598 6,205
Non-controlling interests 12 18 13
6,492 5,616 6,218

Q2 Indutrade consolidated cash flow statement – condensed

2019 2018 2019 2018 2018/19 2018
SEK million Apr-Jun Apr-Jun Jan-Jun Jan-Jun Moving 12 mos Jan-Dec
Operating profit 496 475 965 866 1,924 1,825
Non-cash items 215 120 419 243 721 545
Interests and other financial items, net -46 -48 -63 -63 -97 -97
Paid tax -118 -93 -274 -238 -488 -452
Change in working capital -59 -164 -391 -514 -338 -461
Cash flow from operating activities 488 290 656 294 1,722 1,360
Net capital expenditures in non-current assets -105 -70 -184 -140 -343 -299
Company acquisitions and divestments -788 -108 -1,126 -328 -1,384 -586
Change in other financial assets -1 1 -1 2 -3 0
Cash flow from investing activities -894 -177 -1,311 -466 -1,730 -885
Debt/repayment of debt, net 1,145 362 1,166 713 678 225
Dividend paid out -544 -453 -544 -453 -544 -453
New issues - 7 - 7 - 7
Cash flow from financial activities 601 -84 622 267 134 -221
Cash flow for the period 195 29 -33 95 126 254
Cash and cash equivalents at start of period 465 511 708 464 534 464
Exchange rate differences 19 -6 4 -25 19 -10
Cash and cash equivalents at end of period 679 534 679 534 679 708

Key data

2019 2018 2018 2017 2016
Moving 12 mos 30-Jun 31-Dec 30-Jun 31-Dec 31-Dec
Net sales, SEK million 17,514 16,848 15,852 14,847 12,955
Sales growth, % 10 13 14 15 9
EBITA, SEK million 2,204 2,087 1,743 1,613 1,484
EBITA margin, % 12.6 12.4 11.0 10.9 11.5
Capital employed at end of period, SEK million 2) 12,914 10,127 10,067 8,997 8,027
Capital employed, average, SEK million 2) 10,989 9,839 9,142 8,444 7,491
Return on capital employed, % 1) 2) 20 21 19 19 20
Equity, average, SEK million 6,222 5,715 5,193 4,746 3,976
Return on equity, % 1) 23 24 22 22 24
Interest-bearing net debt at end of period, SEK million 6,422 3,909 4,451 3,829 3,628
Net debt/equity ratio, % 99 63 79 74 82
Net debt/EBITDA, times 2.5 1.7 2.2 2.1 2.2
Equity ratio, % 38 44 40 41 40
Average number of employees 6,861 6,710 6,522 6,156 5,495
Number of employees at end of period 7,228 6,778 6,767 6,545 5,705

Attributable to equity holders of the parent company

Key ratios per share
Earnings per share before dilution, SEK 11.80 11.31 9.28 8.54 7.80
Earnings per share after dilution, SEK 11.80 11.31 9.28 8.53 7.78
Equity per share, SEK 53.62 51.34 46.32 42.64 36.58
Cash flow from operating activities per share, SEK 14.25 11.26 9.85 12.90 10.06
Average number of shares before dilution, '000 120,855 120,832 120,784 120,457 120,000
Average number of shares after dilution, '000 120,855 120,843 120,816 120,617 120,251
Number of shares at the end of the period, '000 120,855 120,855 120,855 120,799 120,000

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) Previously called operating capital.

Q2 Business area performance

2019 2018 2019 2018 2018/19 2018
Net sales, SEK million Apr-Jun Apr-Jun Jan-Jun Jan-Jun Moving 12 mos Jan-Dec
Benelux 543 556 1,015 1,036 2,024 2,045
DACH 349 316 654 612 1,267 1,225
Finland 416 483 834 880 1,697 1,743
Flow Technology 965 898 1,855 1,668 3,678 3,491
Fluids & Mechanical Solutions 532 519 1,037 996 2,021 1,980
Industrial Components 883 895 1,773 1,683 3,461 3,371
Measurement & Sensor Technology 536 435 1,078 853 2,088 1,863
UK 374 301 733 581 1,335 1,183
Parent company and Group items -11 -13 -26 -22 -57 -53
Total 4,587 4,390 8,953 8,287 17,514 16,848
2019 2018 2019 2018 2018/19 2018
EBITA, SEK million Apr-Jun Apr-Jun Jan-Jun Jan-Jun Moving 12 mos Jan-Dec
Benelux 67 85 128 162 272 306
DACH 33 29 62 59 129 126
Finland 51 53 94 91 216 213
Flow Technology 130 103 235 177 472 414
Fluids & Mechanical Solutions 73 70 148 135 275 262
Industrial Components 108 114 216 199 417 400
Measurement & Sensor Technology 83 73 173 138 357 322
UK 62 44 113 86 202 175
Parent company and Group items -33 -28 -58 -53 -136 -131
Total 574 543 1,111 994 2,204 2,087
2019 2018 2019 2018 2018/19 2018
EBITA margin, % Apr-Jun Apr-Jun Jan-Jun Jan-Jun Moving 12 mos Jan-Dec
Benelux 12.3 15.3 12.6 15.6 13.4 15.0
DACH 9.5 9.2 9.5 9.6 10.2 10.3
Finland 12.3 11.0 11.3 10.3 12.7 12.2
Flow Technology 13.5 11.5 12.7 10.6 12.8 11.9
Fluids & Mechanical Solutions 13.7 13.5 14.3 13.6 13.6 13.2
Industrial Components 12.2 12.7 12.2 11.8 12.0 11.9
Measurement & Sensor Technology 15.5 16.8 16.0 16.2 17.1 17.3
UK 16.6 14.6 15.4 14.8 15.1 14.8
12.5 12.4 12.4 12.0 12.6 12.4

Business area performance per quarter

2019 2018
Net sales, SEK million Apr-Jun Jan-Mar Oct-Dec Jul-Sep Apr-Jun Jan-Mar
Benelux 543 472 517 492 556 480
DACH 349 305 312 301 316 296
Finland 416 418 443 420 483 397
Flow Technology 965 890 914 909 898 770
Fluids & Mechanical Solutions 532 505 499 485 519 477
Industrial Components 883 890 932 756 895 788
Measurement & Sensor Technology 536 542 558 452 435 418
UK 374 359 287 315 301 280
Parent company and Group items -11 -15 -16 -15 -13 -9
Total 4,587 4,366 4,446 4,115 4,390 3,897
2018
2019 2018
EBITA, SEK million Apr-Jun Jan-Mar Oct-Dec Jul-Sep Apr-Jun Jan-Mar
Benelux 67 61 76 68 85 77
DACH 33 29 35 32 29 30
Finland 51 43 61 61 53 38
Flow Technology 130 105 119 118 103 74
Fluids & Mechanical Solutions 73 75 69 58 70 65
Industrial Components 108 108 108 93 114 85
Measurement & Sensor Technology 83 90 96 88 73 65
UK 62 51 38 51 44 42
Parent company and Group items -33 -25 -34 -44 -28 -25
Total 574 537 568 525 543 451
2019 2018
2019 2018
EBITA margin, % Apr-Jun Jan-Mar Oct-Dec Jul-Sep Apr-Jun Jan-Mar
Benelux 12.3 12.9 14.7 13.8 15.3 16.0
DACH 9.5 9.5 11.2 10.6 9.2 10.1
Finland 12.3 10.3 13.8 14.5 11.0 9.6
Flow Technology 13.5 11.8 13.0 13.0 11.5 9.6
Fluids & Mechanical Solutions 13.7 14.9 13.8 12.0 13.5 13.6
Industrial Components 12.2 12.1 11.6 12.3 12.7 10.8
Measurement & Sensor Technology 15.5 16.6 17.2 19.5 16.8 15.6
UK 16.6 14.2 13.2 16.2 14.6 15.0
2019 2018
12.5 12.3 12.8 12.8 12.4 11.6

Q2 Disaggregation of revenue

Net sales per geographic market

2019
Apr-Jun, SEK million Benelux DACH Finland FT FM IC MST UK Elim.1) Total
Nordic countries 3 3 385 594 372 789 127 26 -5 2,294
Other Europe 455 333 27 315 130 79 201 306 -3 1,843
Americas 35 7 1 8 19 7 147 19 -1 242
Asia 50 6 3 45 9 8 53 20 -1 193
Other 0 0 0 3 2 0 8 3 -1 15
543 349 416 965 532 883 536 374 -11 4,587
Timing of revenue recognition Benelux DACH Finland FT FM IC MST UK Elim.1) Total
Over time 11 58 0 49 0 25 40 1 -1 183
Point in time 532 291 416 916 532 858 496 373 -10 4,404
543 349 416 965 532 883 536 374 -11 4,587
2018
Apr-Jun, SEK million Benelux DACH Finland FT FM IC MST UK Elim.1) Total
Nordic countries 3 5 436
Other Europe 525 344 787 99 21 -6 2,214
410 290 37 307 134 95 168 252 -6 1,687
Americas 105 13 5 8 28 10 138 16 -1 322
Asia 22 7 4 51 9 3 30 8 0 134
Other 16 1 1 7 4 0 0 4 0 33
556 316 483 898 519 895 435 301 -13 4,390
Timing of revenue recognition Benelux DACH Finland FT FM IC MST UK Elim.1) Total
Over time 19 73 0 10 0 26 46 0 -2 172
Point in time 537 243 483 888 519 869 389 301 -11 4,218

1 ) Parent company & Group items

FT - Flow Technology FM - Fluids & Mechanical Solutions

IC - Industrial Components MST - Measurement & Sensor Technology

Disaggregation of revenue - continued

Net sales per geographic market

2019
Jan-Jun, SEK million Benelux DACH Finland FT FM IC MST UK Elim.1) Total
Nordic countries 10 5 770 1,117 732 1,579 246 48 -12 4,495
Other Europe 864 623 53 621 245 165 418 605 -9 3,585
Americas 52 15 5 13 41 15 292 42 -2 473
Asia 76 9 4 97 15 12 104 31 -2 346
Other 13 2 2 7 4 2 18 7 -1 54
1,015 654 834 1,855 1,037 1,773 1,078 733 -26 8,953
Timing of revenue recognition Benelux DACH Finland FT FM IC MST UK Elim.1) Total
Over time 22 117 0 96 0 57 101 1 -2 392
Point in time 993 537 834 1,759 1,037 1,716 977 732 -24 8,561
1,015 654 834 1,855 1,037 1,773 1,078 733 -26 8,953
2018
Jan-Jun, SEK million Benelux DACH Finland FT FM IC MST UK Elim.1) Total
Nordic countries 7 6 807 1,016 655 1,490 223 36 -9 4,231
Other Europe 792 570 60 557 270 170 316 481 -9 3,207
Americas 140 24 6 13 49 15 235 34 -2 514
Asia 67 10 5 72 17 7 74 22 -1 273
Other 30 2 2 10 5 1 5 8 -1 62
1,036 612 880 1,668 996 1,683 853 581 -22 8,287
Timing of revenue recognition Benelux DACH Finland FT FM IC MST UK Elim.1) Total
Over time 34 141 0 17 0 49 91 0 -4 328
Point in time 1,002 471 880 1,651 996 1,634 762 581 -18 7,959

1 ) Parent company & Group items

FT - Flow Technology FM - Fluids & Mechanical Solutions

IC - Industrial Components MST - Measurement & Sensor Technology

Q2 Acquisitions

Acquisitions 2019

All of the shares have been acquired in Wholesale Welding Supplies Ltd (UK), STRIHL Scandinavia AB (Sweden), Acumo AB (Sweden), QbiQ Group B.V. (Netherlands), Adam Equipment Co. Ltd (UK), Datum Electronics Ltd (UK), Starke Arvid AB (Sweden), and Färber & Schmid (Switzerland).

Benelux

On 26 April QbiQ Group B.V. (Netherlands) was acquired, with annual sales of SEK 320 million. The company designs, develops and manufactures fireproof and sound-reduction partition wall solutions.

DACH

On 31 May the company Färber & Schmid AG (Switzerland) was acquired, with annual sales of SEK 220 million. The company specialises in environment-friendly chemicals for the industrial wastewater treatment and surface treatment markets.

Fluids & Mechanical solutions

On 4 March STRIHL Scandinavia AB (Sweden) was acquired, with annual sales of SEK 60 million. The company supplies LED products for outdoor lighting of roads, streets, parks and sports venues.

On 17 May Starke Arvid AB (Sweden) was acquired, with annual sales of SEK 90 million. The company develops and supplies material handling products and systems to the construction industry and the road maintenance equipment market.

Industrial Components

On 1 April Acumo AB and Acumo Communication Solution Nordic AB (Sweden) were acquired, with combined annual sales of SEK 60 million. The companies provide automation solutions in the areas of positioning, measurement and detection.

Measurement & Sensor Technology

On 2 May Adam Equipment Co. Ltd (UK) was acquired, with annual sales of SEK 150 million. The company develops, manufactures and sells a broad range of precision balances and scales for professional use.

On 3 May Datum Electronics Ltd (UK) was acquired, with annual sales of SEK 50 million. The company develops, produces and sells torque and shaft power measurement solutions.

UK

On 1 March Wholesale Welding Supplies Ltd (UK) was acquired with annual sales of SEK 100 million. The company supplies equipment and training services to the industrial welding market.

Acquired assets and liabilities in 2019

Preliminary purchase price allocations

SEK million

Purchase price, incl. contingent earn-out payment
totalling SEK 330 million 1,525
Fair value
Acquired assets and liabilities Book value adjustment Fair value
Goodwill - 582 582
Agencies, trademarks, customer
relations, licences, etc. 7 540 547
Property, plant and equipment 227 0 227
Financial assets 1 - 1
Inventories 191 - 191
Other current assets 1) 172 - 172
Cash and cash equivalents 107 - 107
Deferred tax liability -9 -111 -120
Provisions including pension liabilities 0 - 0
Other operating liabilities -182 - -182
Non-controlling interests 0 - 0
514 1,011 1,525

1) Mainly trade accounts receivable

Agencies, customer relationships, licences, etc. will be amortised over a period of 10–20 years, while trademarks are assumed to have indefinite useful life. Trademarks are included at a value of SEK 31 million.

Indutrade normally 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 to date amount to SEK 330 million. The contingent earn-out payments fall due for payment within four years and can amount to a maximum of SEK 344 million. If the conditions are not met, the outcome can be in the range of SEK 0–344 million.

Transaction costs for the acquisitions carried out during the period totalled SEK 6 million (1) and are included in Other income and expenses in the income statement. Contingent earn-out payments have been remeasured in the amount of SEK 15 million (3). The revenue from this remeasurement is reported under Other income and expenses in the amount of SEK 15 million (3) and under Net financial items in the amount of SEK 0 million (0).

The purchase price allocation calculations for Digitrade GmbH and Precision Parts UK Ltd, which were acquired during the second quarter of 2018, 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 1,153
Payments pertaining to previous years´acquisitions 84
Cash and cash equivalents in acquired companies -107
Purchase price not paid out -349
Purchase price, incl. contingent earn-out payments 1,525

Q2 Effects of acquisitions carried out in 2018 and 2019

SEK million Net sales EBITA
Business area Apr-Jun Jan-Jun Apr-Jun Jan-Jun
Benelux 54 68 8 11
DACH 16 16 3 3
Finland - - - -
Flow Technology 16 61 2 11
Fluids & Mechanical Solutions 22 25 4 5
Industrial Components 24 36 2 3
Measurement & Sensor Technology 91 157 14 24
UK 40 70 8 13
Effect on Group 263 433 41 70
Acquisitions carried out in 2018 100 258 14 40
Acquisitions carried out in 2019 163 175 27 30
Effect on Group 263 433 41 70

If all acquired units had been consolidated as from 1 January 2019, net sales for the period would have amounted to SEK 9,267 million, and EBITA would have totalled SEK 1,154 million

Divestments 2019

In early February an agreement was signed on the divestment of operations in Wilhelm Sander Fertigung GmbH, Germany, with annual sales of SEK 60 million. The divestment was part of the restructuring of the Sander Meson Group that was begun in 2017.

On 10 May Rostfria VA-system i Storfors AB, with annual sales of SEK 30 million, was sold. The divestment resulted in a marginal capital gain.

On 3 June EssMed AB, Brinch AS and EssMed Oy, with combined annual sales of SEK 40 million, were sold. The divestments resulted in a capital loss of SEK 14 million.

Acquisitions after the end of the reporting period

On 1 July Finisterra AS (Norway) was acquired, with annual sales of SEK 50 million. The company offers test and measurement instruments to customers in Norway and Sweden.

On 3 July Natgraph Ltd (UK) was acquired, with annual sales of SEK 120 million. The company designs and manufactures customised drying and curing systems for industrial print applications.

Q2 Share data

At the end of the interim period the share capital

amounted to SEK 242 million
Number of shares at the beginning of the year 120,855,000
Number of newly subscribed shares -
Total number of shares outstanding after new issues 120,855,000

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.

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
526,000 526,000 0.4% 15.0 244.9 - - - 27 April 2020 –
20 May 2022
2017/2022,
Series II
60,000 60,000 0.0% 13.4 276.8 - - - 27 April 2020 –
20 May 2022

Dilutive effects

2019 2018 2019 2018 2018/19 2018
Apr-Jun Apr-Jun Jan-Jun Jan-Jun Moving 12 mos Jan-Dec
Average number of shares before dilution, '000 120,855 120,817 120,855 120,808 120,855 120,832
Number of shares that incur a dilutive effect due to
incentive programme, '000
78 17 41 22 - 11
Average number of shares after dilution, '000 120,933 120,834 120,896 120,830 120,855 120,843
Dilutive effect, % 0.06 0.01 0.03 0.02 - 0.01
Number of shares at end of the period, '000 120,855 120,855 120,855 120,855 120,855 120,855

Financial assets and liabilities

30 Jun 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
- - 15 - - 15 15
Accounts receivable - 3,106 - - - 3,106 3,106
Other receivables - 9 - - - 9 9
Cash and cash equivalents - 679 - - - 679 679
Total - 3,794 15 - - 3,809 3,809
Non-current interest
bearing liabilities
- - - 299 3,918 4,217 4,217
Current interest-bearing
liabilities
- - - 148 2,428 2,576 2,576
Accounts payable - - - - 1,298 1,298 1,298
Other liabilities 10 - - - - 10 10
Total 10 - - 447 7,644 8,101 8,101
31 Dec 2018
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
Accounts receivable - 2,877 - - - 2,877 2,877
Other receivables 1 11 - - - 12 12
Cash and cash equivalents - 708 - - - 708 708
Total 1 3,596 14 - - 3,611 3,611
Non-current interest-bearing
liabilities - - - 96 2,419 2,515 2,513
Current interest-bearing
liabilities - - - 119 1,687 1,806 1,806
Accounts payable - - - - 1,168 1,168 1,168
Other liabilities 4 - - - - 4 4
Total 4 - - 215 5,274 5,493 5,491

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 2019 2018
SEK million 30-Jun 31-Dec
Opening book value 215 185
Acquisitions during the year 330 119
Consideration paid -81 -93
Reclassified via income statement -16 -6
Interest expenses 2 4
Exchange rate differences -3 6
Closing book value 447 215

Q2 Parent company income statement – condensed

2019 2018 2019 2018 2018/19 2018
SEK million Apr-Jun Apr-Jun Jan-Jun Jan-Jun Moving 12 mos Jan-Dec
Net sales 0 0 0 0 6 6
Gross profit 0 0 0 0 6 6
Administrative expenses -34 -27 -61 -51 -117 -107
Other operating income and expenses 0 7 0 7 0 7
Operating profit -34 -20 -61 -44 -111 -94
Financial income/expenses -3 -8 -28 -41 -27 -40
Profit from participation in Group companies 971 774 971 774 933 736
Profit after financial items 934 746 882 689 795 602
Appropriations - - - - 594 594
Income Tax 8 8 17 20 -106 -103
Net profit for the period 942 754 899 709 1,283 1,093
Amortisation/depreciation of intangible assets and
property, plant and equipment 0 0 0 0 0 0

Parent company balance sheet – condensed

2019 2018 2018
SEK million 30-jun 30-jun 31-dec
Intangible assets 0 0 0
Property, plant and equipment 1 2 2
Financial assets 5,801 5,409 5,502
Current receivables 6,103 4,793 5,227
Cash and cash equivalents 134 3 200
Total assets 12,039 10,207 10,931
Equity 5,389 4,653 5,037
Untaxed reserves 647 589 647
Non-current interest-bearing liabilities and pension liabilities 3,285 1,818 2,323
Other non-current liabilities and provisions 5 5 5
Current interest-bearing liabilities 2,673 3,037 2,669
Current non-interest-bearing liabilities 40 105 250
Total equity and liabilities 12,039 10,207 10,931

Definitions

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 (previously called operating capital)

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 (previously called operating capital)

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

Indutrade in brief

Indutrade markets and sells components, systems and services with a high-tech content to industrial customers in selected niches. The Group creates value for its customers by structuring the value chain and increasing the efficiency of its customers' use of technological components and systems. For the Group's suppliers, value is created by offering them an efficient sales organisation with high technical expertise and well developed customer relationships.

Indutrade's business is distinguished by the following factors, among others:

  • High-tech products for recurring needs.
  • Growth through a structured and tried-and-tested acquisition strategy.
  • A decentralised organisation characterised by an entrepreneurial spirit.

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 (previously called operating capital)

• 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 60% of net profit.

1)Financial year 2018

Net sales per market, % 1)

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.)

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

Adam Equipment – leading provider of professional balances and scales

On 2 May Indutrade acquired the British company Adam Equipment Co. Ltd. Adam Equipment develops, manufactures and sells a broad range of precision balances and scales for professional use. The company was founded in 1972 and offers an extensive portfolio of scales with varying degrees of precision and for various application areas.

Adam Equipment has customers worldwide in a wide range of segments, including research, healthcare, education, industry and retailing. Its broad product range consists of in-house developed balances and scales that are often customised for specific end markets and application areas.

Adam Equipment has 180 employees and annual sales of approximately GBP 12 million.

Indutrade's 2019 Annual General Meeting

Indutrade's Annual General Meeting (AGM) was held on 9 May 2019 in Stockholm. The AGM adopted the Board's proposed dividend of SEK 4.50 per share for the 2018 financial year.

Bo Annvik, Susanna Campbell, Anders Jernhall, Bengt Kjell, Ulf Lundahl, Katarina Martinson, Krister Mellvé and Lars Pettersson were re-elected as directors. Katarina Martinson was re-elected as Chairman of the Board.

Further information about the AGM is available at www.indutrade.com

Q2

Färber & Schmid – specialist in environment-friendly chemicals

In May Indutrade acquired the Swiss company Färber & Schmid AG, a company specialising in environment-friendly chemicals for the industrial wastewater treatment and surface treatment markets. The products are based on environment friendly chemicals, most of which are mixed according to own recipes for wastewater treatment and special cleaning chemicals.

With innovative solutions and custom-made products adapted to the customers' specific needs and wastewater treatment requirements, the company strives to spare and conserve resources to the utmost, both economically and environmentally.

Färber & Schmid has 22 employees and annual sales of approximately CHF 23 million.

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