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Cloetta Interim / Quarterly Report 2018

Oct 26, 2018

3027_10-q_2018-10-26_228e1ac7-e9f5-4718-95ef-c87ec1b255ed.pdf

Interim / Quarterly Report

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Interim report Q3, July – September 2018

Stockholm, 26 October 2018

  • Net sales for the quarter increased by 2.2 per cent to SEK 1,538m (1,505) including a positive impact from foreign exchange rates of 5.8 per cent.
  • Operating profit amounted to SEK 180m (169). Profit for the period from continuing operations amounted to SEK 132m (108). Operating profit, adjusted for items affecting comparability, amounted to SEK 194m (169).
  • Cash flow from operating activities amounted to SEK 250m (135).
  • Net debt/EBITDA ratio was 2.48x (2.63).

Key ratios

Third quarter 9 months Rolling 12 Full year
SEKm Jul–Sep
2018
Jul–Sep
2017
Change, % Jan–Sep
2018
Jan–Sep
2017
Change, % Oct 2017–
Sep 2018
2017
Net sales 1,538 1,505 2.2¹ 4,572 4,141 10.4¹ 6,215 5,784
Operating profit, adjusted 194 169 14.8 503 398 26.4 709 604
Operating profit margin, adjusted, % 12.6 11.2 1.4 pts 11.0 9.6 1.4 pts 11.4 10.4
Operating profit (EBIT) 180 169 6.5 501 356 40.7 672 527
Operating profit margin
(EBIT margin), %
11.7 11.2 0.5 pts 11.0 8.6 2.4 pts 10.8 9.1
Profit before tax 167 142 17.6 419 299 40.1 563 443
Profit/loss for the period 132 153 –13.7 324 –117 n/a 344 –97
Profit for the period
from continuing operations
132 108 22.2 324 217 49.3 344 237
Earnings per share,
basic and diluted, SEK
0.46 0.53 –13.2 1.13 – 0.41 n/a 1.20 – 0.34
Net debt/EBITDA, x
(Rolling 12 months)
2.48 2.63 –5.7 2.48 2.63 –5.7 2.48 2.39
Cash flow from operating activities 250 135 85.2 340 407 –16.5 645 712

1) Organic growth at constant exchange rates and comparable units was –3.6 per cent for the quarter and –2.7 per cent for the first three quarters of the year. See Net sales on page 4 for further information.

Cloetta

– a leading confectionery company in the Nordic region and the Netherlands

Message from the CEO

Continued growth within brands and improved EBIT

EBIT improved during the quarter driven by cost-efficiency and higher production volumes.

Confectionery market during the quarter

The packaged confectionery market declined in Sweden, Denmark and the Netherlands due to the warm weather. In Finland, the market remained unchanged and in Norway the market grew driven by the increased sugar tax, but volumes decreased. No complete market statistics are available for pick & mix, but according to our own estimates, the pick & mix markets declined substantially in all markets during the quarter driven by the warm weather, which impacted buying behaviour.

Sales development

Cloetta's sales for the quarter increased by 2.2 per cent, of which organic growth accounted for –3.6 per cent and exchange rate differences for 5.8 per cent.

Branded packaged products

Sales of branded packaged products grew by 1.6 per cent driven by Sweden, Denmark, Germany and International Markets. Sales declined in Norway, Finland and in the Netherlands.

Although the confectionery market declined in many countries, Cloetta succeeded in taking market share in 14 out of 16 categories in our core markets. This demonstrates that our focus on improved and sharper marketing activities is starting to pay off. During the quarter, pure media investments increased by approximately 10 per cent.

Pick & mix

Pick & mix sales declined by 15.6 per cent, mainly due to the previously announced lost contract in Sweden and weak development in Norway due to the increased sugar tax and the absence of campaigns, but also an overall weak development in many markets.

Increased operating profit

Cloetta's operating profit (EBIT), adjusted for items affecting comparability, amounted to SEK 194m (169) and the operating profit margin, adjusted for items affecting comparability, was 12.6 per cent (11.2). Operating profit amounted to SEK 180m (169) and includes the negative impact of remeasurement of the contingent earn-out consideration for Candyking of SEK 6m.

The improvement in operating profit is primarily due to cost efficiency and higher production volumes. Marketing costs were at the same level as last year, although pure media investments was a larger part of the total marketing spend.

Improved cash flow and net debt/EBITDA

Cash flow from operating activities amounted to SEK 250m (135). The net debt/EBITDA ratio was 2.48 (2.63).

Candyking integration in line with plan

Since May, the former Candyking markets in the Nordic countries have been part of Cloetta's business enterprise system and the merchandising organisations are integrated on all markets. However, a number of activities are still outstanding before the integration is fully finalized. When the activities are implemented, we will be able to realise the full Candyking synergy savings of SEK 100m by 2020.

Drive profitable growth of pick & mix

Pick & mix is a large and important part of the Nordic confectionery market. Cloetta has the expertise and the resources to further develop and grow the pick & mix business. Having full transparency of the now integrated Candyking operation, enables us to shape the pick & mix business for competitive growth in the markets, where the priority is to improve the EBIT margin even if this means that we sometimes have to exit unprofitable or low-margin contracts. In

addition, our pick & mix business gives us the platform to work on improving the profitability both through supply, procurement, costs as well as sales and marketing activities.

Invest to grow

The rapid insourcing of Candyking products and the increased demand in branded moulded products versus plan, is creating a higher utilization of the moulding network sooner than anticipated. In the short term, this creates extra cost when additional shifts have been added in some factories. As previously communicated, investments are needed in the existing factories to be able to insource more volumes. The first investment to increase capacity in in two of our factories, mainly in drying chambers, is now being prepared.

I am happy to see that branded packaged products grew for the third consecutive quarter. It bodes well for the future. We will continue to focus on strengthening our brands through more and efficient marketing support and innovation. Year to date, we have been able to increase pure media investments by being more effective in our marketing spend, but for the fourth quarter I am excited to see some innovations and marketing activities coming to the markets, leading to an absolute increase in our marketing spend.

2018 has developed well in terms of EBIT improvement and growth of branded packaged products. Our focus on cost, synergies from Candyking and increased media investments have brought about this improvement. Therefore, my focus continues to be on driving growth up and cost down.

Henri de Sauvage-Nolting President and CEO

Henri de Sauvage-Nolting President and CEO

Financial overview

Third quarter development Net sales

Net sales for the third quarter increased by SEK 33m to SEK 1,538m (1,505) compared to the same period last year. Organic growth was –3.6 per cent and exchange rate differences were 5.8 per cent.

Sales of branded packaged products grew by 1.6 per cent driven by Sweden, Denmark, Germany and International Markets. Sales declined in Norway, Finland and in the Netherlands.

Pick & mix sales declined by 15.6 per cent, mainly due to the previously announced lost contract in Sweden and weak development in Norway due to the increased sugar tax and the absence of campaigns, but also an overall weak development in many markets.

Changes in net sales, % Jul–Sep
2018
Jan–Sep
2018
Organic growth –3.6 –2.7
Structural changes 9.1
Changes in exchange rates 5.8 4.0
Total 2.2 10.4

Gross profit

Gross profit amounted to SEK 559m (527), which is equal to a gross margin of 36.3 per cent (35.0). The higher gross margin is mainly due to higher production volumes.

Operating profit

Operating profit amounted to SEK 180m (169). Operating profit, adjusted for items affecting comparability, amounted to SEK 194m (169). The increase in operating profit is due to cost efficiency and higher production volumes.

Items affecting comparability

Operating profit for the third quarter includes items affecting comparability that amounted to SEK –14m (0). These mainly relate to the negative impact of remeasurement of the contingent earn-out consideration for Candyking of SEK –6m and costs for the integration of Candyking in the amount of SEK –6m.

Net financial items

Net financial items for the quarter amounted to SEK –13m (–27). Interest expenses related to external borrowings were SEK –8m (–8), exchange differences on borrowings and cash and cash equivalents were SEK 5m (–7), which mainly related to the development of the Swedish krona against the euro during the quarter. Other financial items amounted to SEK –10m (–12). Of the total net financial items, SEK 13m (2) is non-cash in nature.

Profit for the period

Profit from continuing operations was SEK 132m (108). Income tax for the period was SEK –35m (–34). The effective tax rate from continuing operations for the quarter was 21.0 per cent (23.9). Profit for the period was SEK 132m (153), which equates to basic and diluted earnings per share of SEK 0.46 (0.53).

Cash flow from operating and investing activities

Cash flow from operating activities before changes in working capital was SEK 226m (186). The increase compared to the prior year is mainly the result of the higher operating profit. The cash flow from changes in working capital was SEK 24m (–51). Cash flow from operating and investing activities was SEK 206m (407).

Cash flow from changes in working capital

Cash flow from changes in working capital was SEK24m (–51). The cash flow from changes in working capital was positively impacted by the decrease in inventories amounting to SEK 43m (23) and an increase in payables in the amount of SEK 18m (95) partly offset by an increase in receivables of SEK –37m (–169).

Cash flow from investing activities

Cash flow from investing activities was SEK –44m (272), of which SEK –44m (–38) is attributable to investments in property, plant and equipment and intangible assets. In the third quarter of 2017 an amount of SEK 314m was related to the divestment of Cloetta Italia s.r.l. Other cash flow from investing activities amounted to SEK 0m (–4).

Cash flow from financing activities

Cash flow from financing activities was SEK –4m (–275). The cash flow from financing activities was entirely attributable to repayments of the facilities agreements of SEK –4m (–275).

Development in the first three quarters of the year Net sales

Net sales for the first three quarters of the year increased by SEK 431m to SEK 4,572m (4,141) compared to the same period of last year. Organic growth was –2.7 per cent, acquisition growth 9.1 per cent and exchange rate differences 4.0 per cent.

Sales of branded packaged products grew by 1.6 per cent. Pick & mix sales declined by 12.6 per cent.

Sales of packaged branded products grew or remained largely unchanged in Sweden, Finland, Denmark, the Netherlands and Germany. Sales of pick & mix grew in Denmark and the UK, but declined on

other markets.

Gross profit

Gross profit amounted to SEK 1,678m (1,500), which equates to a gross margin of 36.7 per cent (36.2). The higher gross margin is mainly due to higher production volumes.

Operating profit

Operating profit amounted to SEK 501m (356). Operating profit adjusted for items affecting comparability amounted to SEK 503m (398). The increase in operating profit is due to growth in branded packaged products, cost efficiency and higher production volumes.

Items affecting comparability

Operating profit for the first three quarters of the year includes items affecting comparability of SEK –2m (–42) which mainly relates to a positive impact of remeasurement of the contingent earn-out consideration for Candyking of SEK 21m and costs for the integration of Candyking in the amount of SEK –17m.

Net financial items

Net financial items for the first three quarters of the year amounted to SEK–82m (–57). Interest expenses related to external borrowings were SEK –24m (–26), exchange differences on borrowings and cash and cash equivalents were SEK –20m (–10), which mainly related to the development of the Swedish krona against the euro during the first three quarters of the year. Other financial items amounted to SEK–38m (–21) of which SEK –7m relates to the full amortization of the capitalized transaction costs due to the amendment and extension of the facility agreement and the issuance of commercial papers. Of the total net financial items, SEK–51m (–17) is non-cash in nature.

Profit for the period

Profit from continuing operations was SEK 324m (217). Income tax for the period was SEK –95m (–82). The effective tax rate from continuing operations for the first three quarters of the year was 22.7 per cent (27.4). Profit for the first three quarters of the year was SEK 324m (–117), which equates to basic and diluted earnings per share of SEK 1.13 (–0.41).

Cash flow from operating and investing activities

Cash flow from operating activities before changes in working capital was SEK 581m (332). The increase compared to the prior year is mainly the result of the higher operating profit. The cash flow from changes in working capital was SEK –241m (75). Cash flow from operating and investing activities was SEK 204m (362).

Cash flow from changes in working capital

Cash flow from changes in working capital was SEK –241m (75). The cash flow from changes in working capital was negatively impacted by the increase in receivables amounting to SEK –122m (32), a decrease in payables of SEK –94m (59) and the increase in inventories of SEK –25m (–16).

Cash flow from investing activities

Cash flow from investing activities was SEK –136m (–45), of which SEK –136m (–111) is attributable to investments in property, plant and equipment and intangible assets. In the first three quarters of 2017 the acquisition of Candyking Holding AB and its subsidiaries was included for a net amount of SEK –249m and SEK 314m was related to the divestment of Cloetta Italia s.r.l. Other cash flows from investing activities amounted to SEK 0m (1).

Cash flow from financing activities

Cash flow from financing activities was SEK –665m (–230). The cash flow from financing activities was related to a dividend distribution of SEK –433m (–216) and repayments related to the amendment and restatement of the facilities agreement of SEK –719m (0). These were partly offset by the proceeds coming from the issuance of commercial papers of SEK 500m (0). The other cash flows from financing activities amounted to SEK –13m (–14).

Financial position

Consolidated equity at 30 September 2018 amounted to SEK 3,848m (3,734), which equates to SEK 13.3 (12.9) per share. Net debt at 30 September 2018 was SEK 2,339m (2,256).

Long-term borrowings totalled SEK 2,085m (2,671) and consisted of SEK 2,087m (2,679) in gross non-current borrowings from credit institutions and SEK –2m (–8) in capitalized transaction costs.

Total short-term borrowings amounted to SEK 499m (2) and consisted of SEK 500m (0) in commercial papers, SEK –2m (0) in capitalized transaction costs and accrued interest on borrowings from credit institutions and commercial papers in the amount of SEK 1m (2).

SEKm 30 Sep
2018
30 Sep
2017
31 Dec
2017
Gross non-current
borrowings 2,087 2,679 1,719
Gross current borrowings 1,000
Commercial papers 500
Derivative financial
instruments
(current and non-current) 59 73 73
Interest payable 1 2 2
Gross debt 2,647 2,754 2,794
Loans outstanding – 64
Cash and cash equivalents –308 –434 – 759
Net debt 2,339 2,256 2,035

Cash and cash equivalents at 30 September 2018, excluding unutilized overdraft facilities, amounted to SEK 308m (434). At 30 September 2018 Cloetta had unutilized credit facilities of SEK 1,236m (1,151).

Other disclosures

Seasonal variations

Cloetta's sales and operating profit are subject to some seasonal variations. Sales in the first and second quarters are affected by the Easter holiday, depending on the quarter in which it occurs. In the fourth quarter, sales are usually higher than in the first three quarters of the year, which is mainly attributable to the sale of products in Sweden in connection with the holiday season.

Employees

The average number of employees during the quarter was 2,416 (2,450). The decrease is mainly attributable to the continued integration of Candyking.

Events after the balance sheet date

After the end of the reporting period, no significant events have taken place that could affect the company's operations.

Examples of new launches during the third quarter

Plopp Kexchoklad milk chocolate bars Plopp Djungelvrål milk chocolate bars Plopp Gott & Blandat milk chocolate bars Malaco Gott & Blandat Original less sugar Malaco Gott & Blandat Supersur less sugar

Malaco Crazy Face Cool

Denmark Malaco Karamelstang Fløde Malaco Karamelstang Lakrids

The Netherlands Red Band Packplay: Dropfruit duo and Frisse flesjes <110kcal Red Band Mono Cola punthoofden

and Zoete Paddenstoelen

Norway Godt & Blandet Original less sugar Godt & Blandet Supersur less sugar

Plopp Milk chocolate bars Plopp Djungelvrål Milk chocolate bars Giant Cola bottle

Tupla Double layer Liquorice

Finland Aakoset Choco

Sisu Ruuti

The Board of Directors hereby gives its assurance that this interim report provides a true and fair view of the business activities, financial position and results of operations of the Group and the Parent Company, and describes the significant risks and uncertainties to which the Parent Company and the Group companies are exposed.

Stockholm, 26 October 2018 Cloetta AB (publ)

The Board of Directors

Review report

Cloetta AB (publ) Corp. id. 556308-8144

Introduction

We have reviewed the condensed interim financial information (interim report) of Cloetta AB (publ) as of 30 September 2018 and the ninemonth period then ended. The Board of Directors and the Managing Director are responsible for the preparation and presentation of this interim report in accordance with IAS 34 and the 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 International Standard on Review Engagements ISRE 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity. A review of interim financial information 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 and other generally accepted auditing practices and consequently does 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, for the Group in accordance with IAS 34 and the Annual Accounts Act, and for the Parent Company in accordance with the Annual Accounts Act.

Stockholm, 26 October 2018

KPMG AB Tomas Forslund Authorized Public Accountant

Financial statements in summary

Consolidated profit and loss account

Third quarter 9 months Rolling 12 Full year
SEKm Jul–Sep
2018
Jul–Sep
2017
Jan–Sep
2018
Jan–Sep
2017
Oct 2017–
Sep 2018
2017
Net sales 1,538 1,505 4,572 4,141 6,215 5,784
Cost of goods sold –979 –978 –2,894 –2,641 –3,931 –3,678
Gross profit 559 527 1,678 1,500 2,284 2,106
Other income 4 4 6 6
Selling expenses –230 –232 –746 – 691 –1,027 –972
General and administrative expenses –149 –126 –435 –457 –591 – 613
Operating profit 180 169 501 356 672 527
Exchange differences on borrowings
and cash and cash equivalents in
foreign currencies 5 –7 –20 –10 –27 –17
Other financial income
Other financial expenses
0
–18
0
–20
4
– 66
7
–54
4
–86
7
–74
Net financial items –13 –27 –82 –57 –109 –84
Profit before tax 167 142 419 299 563 443
Income tax –35 –34 –95 –82 –219 –206
Profit from continuing operations 132 108 324 217 344 237
Profit/loss from discontinued
operation, net of tax1
45 –334 –334
Profit/loss for the period 132 153 324 –117 344 –97
Profit/loss for the period
attributable to:
Owners of the Parent Company
Continuing operations 132 108 324 217 344 237
Discontinued operation1
Total

132
45
153

324
–334
–117

344
–334
–97
Earnings per share from continuing
operations, SEK
Basic2 0.46 0.38 1.13 0.76 1.20 0.83
Diluted2 0.46 0.38 1.13 0.76 1.20 0.83
Earnings per share from discontinued
operation, SEK
Basic2
Diluted2

0.16
0.16

–1.17
–1.17

–1.17
–1.17
Earnings per share, SEK
Basic2
0.46 0.53 1.13 – 0.41 1.20 – 0.34
Diluted2 0.46 0.53 1.13 – 0.41 1.20 – 0.34
Number of shares at end of period 288,619,299 288,619,299 288,619,299 288,619,299 288,619,299 288,619,299
Average number of shares (basic)2
Average number of shares (diluted)2
286,627,393
286,765,707
286,645,530
286,875,122
286,446,925
286,571,584
286,328,460
286,537,746
286,409,069
286,517,621
286,320,464
286,492,178

1) For the breakdown of the result from discontinued operation see page 24.

2) Cloetta entered into forward contracts to repurchase own shares to fulfill its future obligation to deliver shares to the participants of its long-term share-based incentive plan. The outstanding contracts at reporting date consist of one contract for 1,991,906 shares at a share price of SEK 29.3886.

Consolidated statement of comprehensive income

Third quarter 9 months Rolling 12
SEKm Jul–Sep
2018
Jul–Sep
2017
Jan–Sep
2018
Jan–Sep
2017
Oct 2017–
Sep 2018
2017
Profit/loss for the period 132 153 324 –117 344 –97
Other comprehensive income
Remeasurement of defined benefit
pension plans
Income tax on other comprehensive
–7 –56 –33 –36 –33 –36
income that subsequently will not be
reclassified to profit or loss for the
period
1 11 7 7 8 8
Items that will never be reclassified
to profit or loss for the period
–6 –45 –26 –29 –25 –28
Currency translation differences
Currency translation differences on
–50 –10 217 0 305 88
discontinued operation
reclassified through profit or loss
–102 –102 –102
Hedge of a net investment in a foreign
operation
15 15 – 68 –2 –99 –33
Income tax on other comprehensive
income that will be reclassified
subsequently to profit or loss for
the period, when specific conditions
are met –3 –4 14 0 21 7
Items that are or may be reclassi
fied to profit or loss for the period
–38 –101 163 –104 227 –40
Total other comprehensive income –44 –146 137 –133 202 –68
Total comprehensive income,
net of tax
88 7 461 –250 546 –165
Total comprehensive income for
the period attributable to:
Owners of the Parent Company 88 7 461 –250 546 –165

Net financial items

Third quarter 9 months Rolling 12 Full year
SEKm Jul–Sep
2018
Jul–Sep
2017
Jan–Sep
2018
Jan–Sep
2017
Oct 2017–
Sep 2018
2017
Exchange differences on borrow
ings and cash and cash equivalents
in foreign currencies 5 –7 –20 –10 –27 –17
Other financial income, third parties 0 0 4 2 5 3
Unrealized gains on single currency
interest rate swaps
5 –1 4
Other financial income 0 0 4 7 4 7
Interest expenses third-party borrow
ings and realized losses on
single currency interest rate swaps
Interest expenses, contingent
–8 –8 –24 –26 –31 –33
earn-out considerations –8 –5 –19 –9 –25 –15
Amortization of capitalized
transaction costs
0 –1 –8 –3 –9 –4
Unrealized losses on single currency
interest rate swaps
3 0
Other financial expenses –5 – 6 –15 –16 –21 –22
Other financial expenses –18 –20 –66 –54 –86 –74
Net financial items –13 –27 –82 –57 –109 –84

Condensed consolidated balance sheet

SEKm 30 Sep 2018 30 Sep 2017 31 Dec 2017
ASSETS
Non-current assets
Intangible assets 5,666 5,418 5,490
Property, plant and equipment 1,362 1,327 1,338
Deferred tax asset 18 45 20
Other financial assets 11 11 11
Total non-current assets 7,057 6,801 6,859
Current assets
Inventories 792 711 745
Other current assets 1,031 999 889
Derivative financial instruments 3 0
Cash and cash equivalents 308 434 759
Total current assets 2,134 2,144 2,393
TOTAL ASSETS 9,191 8,945 9,252
EQUITY AND LIABILITIES
Equity 3,848 3,734 3,818
Non-current liabilities
Long-term borrowings 2,085 2,671 1,715
Deferred tax liability 794 625 703
Derivative financial instruments 2 1 2
Other non-current liabilities 137 138
Provisions for pensions and other long-term employee benefits 410 372 374
Provisions 6 5 5
Total non-current liabilities 3,297 3,811 2,937
Current liabilities
Short-term borrowings 499 2 999
Derivative financial instruments 60 72 71
Other current liabilities 1,482 1,320 1,424
Provisions 5 6 3
Total current liabilities 2,046 1,400 2,497
TOTAL EQUITY AND LIABILITIES 9,191 8,945 9,252

Condensed consolidated statement of changes in equity

9 months
SEKm Jan–Sep
2018
Jan–Sep
2017
2017
Equity at beginning of period 3,818 4,199 4,199
Profit/loss for the period 324 –117 –97
Other comprehensive income 137 –133 – 68
Total comprehensive income 461 –250 –165
Transactions with owners
New forward contract to repurchase own shares –11 –11
Share-based payments 2 12 11
Dividend1 –433 –216 –216
Total transactions with owners –431 –215 –216
Equity at end of period 3,848 3,734 3,818

1) The dividend paid consisted of an ordinary dividend of SEK 0.75 (0.75) per share and a special dividend of SEK 0.75 (0) per share.

Condensed consolidated cash flow statement

Third quarter 9 months Rolling 12 Full year
SEKm Jul–Sep
2018
Jul–Sep
2017
Jan–Sep
2018
Jan–Sep
2017
Oct 2017–
Sep 2018
2017
Cash flow from operating activities
before changes in working capital 226 186 581 332 781 532
Cash flow from changes in working
capital 24 –51 –241 75 –136 180
Cash flow from operating activities 250 135 340 407 645 712
Cash flows from investments in
property, plant and equipment and
intangible assets –44 –38 –136 –111 –182 –157
Cash flow from other investing
activities 0 310 0 66 69 135
Cash flow from investing activities –44 272 –136 –45 –113 –22
Cash flow from operating and
investing activities 206 407 204 362 532 690
Cash flow from financing activities –4 –275 –665 –230 –673 –238
Cash flow for the period 202 132 –461 132 –141 452
Cash and cash equivalents
at beginning of period 109 310 759 298 434 298
Cash flow for the period 202 132 –461 132 –141 452
Exchange difference –3 –8 10 4 15 9
Total cash and cash equivalents
at end of period
308 434 308 434 308 759

Condensed consolidated key figures

Third quarter 9 months Rolling 12 Full year
SEKm Jul–Sep
2018
Jul–Sep
2017
Jan–Sep
2018
Jan–Sep
2017
Oct 2017–
Sep 2018
2017
Profit
Net sales 1,538 1,505 4,572 4,141 6,215 5,784
Net sales, change, % 2.2 17.1 10.4 10.7 12.8 13.3
Organic net sales, change, % –3.6 –2.8 –2.7 –1.8 –1.9 –1.2
Gross margin, % 36.3 35.0 36.7 36.2 36.7 36.4
Depreciation –55 – 61 –166 –162 –222 –218
Amortization –3 –4 –9 –8 –12 –11
Impairment loss other
non-current assets
–9 –9 –9
Operating profit, adjusted 194 169 503 398 709 604
Operating profit margin, adjusted, % 12.6 11.2 11.0 9.6 11.4 10.4
Operating profit (EBIT) 180 169 501 356 672 527
Operating profit margin
(EBIT margin), %
11.7 11.2 11.0 8.6 10.8 9.1
EBITDA, adjusted 252 234 678 568 943 833
EBITDA 238 243 676 535 906 765
Profit margin, % 10.9 9.4 9.2 7.2 9.1 7.7
Financial position
Working capital 478 330 478 330 478 232
Capital expenditure 44 39 136 112 181 157
Net debt 2,339 2,256 2,339 2,256 2,339 2,035
Capital employed 6,904 6,852 6,904 6,852 6,904 6,979
Return on capital employed, %
(Rolling 12 months)
9.8 8.3 9.8 8.3 9.8 8.2
Equity/assets ratio, % 41.9 41.7 41.9 41.7 41.9 41.3
Net debt/equity ratio, % 60.8 60.4 60.8 60.4 60.8 53.3
Return on equity, %
(Rolling 12 months)
8.9 9.1 8.9 9.1 8.9 6.2
Equity per share, SEK 13.3 12.9 13.3 12.9 13.3 13.2
Net debt/EBITDA, x
(Rolling 12 months)
2.48 2.63 2.48 2.63 2.48 2.39
Cash flow
Cash flow from operating activities 250 135 340 407 645 712
Cash flow from investing activities –44 272 –136 –45 –113 –22
Cash flow after investments 206 407 204 362 532 690
Cash conversion, % 82.5 86.3 79.9 83.3 80.8 83.2
Cash flow from operating activities
per share, SEK 0.9 0.5 1.2 1.4 2.2 2.5
Employees
Average number of employees 2,416 2,450 2,391 2,308 2,410 2,467

Reconciliation of alternative performance measures

Third quarter 9 months Rolling 12 Full year
SEKm Jul–Sep
2018
Jul–Sep
2017
Jan–Sep
2018
Jan–Sep
2017
Oct 2017–
Sep 2018
2017
Items affecting comparability
Acquisitions, integration
and factory restructurings
–7 0 –23 –42 –43 – 62
of which: impairment loss other
non-current assets
–9 –9 –9
Remeasurements of contingent
considerations
– 6 21 26 5
Other items affecting comparability –1 0 –20 –20
Items affecting comparability* –14 0 –2 –42 –37 –77
* Corresponding line in the condensed
consolidated profit and loss account:
Net sales 0 0 0
Cost of goods sold –1 1 –3 –17 –25 –39
Other operating income 4 4 4 4
Selling expenses –1 –1 –3 –4 – 6
General and administrative expenses –12 –1 –2 –26 –12 –36
Total –14 0 –2 –42 –37 –77
Operating profit, adjusted
Operating profit 180 169 501 356 672 527
Minus: Items affecting comparability –14 0 –2 –42 –37 –77
Operating profit, adjusted 194 169 503 398 709 604
Net sales 1,538 1,505 4,572 4,141 6,215 5,784
Operating profit margin, adjusted,
% 12.6 11,2 11.0 9,6 11.4 10.4
EBITDA, adjusted
Operating profit 180 169 501 356 672 527
Minus: Depreciation –55 – 61 –166 –162 –222 –218
Minus: Amortization –3 –4 –9 –8 –12 –11
Minus: Impairment loss other
non-current assets –9 –9 –9
EBITDA 238 243 676 535 906 765
Minus: Items affecting comparability
(excl. impairment loss
other non-current assets) –14 9 –2 –33 –37 – 68
EBITDA, adjusted 252 234 678 568 943 833
Capital employed
Total assets 9,191 8,945 9,191 8,945 9,191 9,252
Minus: Deferred tax liability 794 625 794 625 794 703
Minus: Other non-current liabilities 137 137 138
Minus: Non-current provisions 6 5 6 5 6 5
Minus: Current provisions 5 6 5 6 5 3
Minus: Other current liabilities 1,482 1,320 1,482 1,320 1,482 1,424
Capital employed 6,904 6,852 6,904 6,852 6,904 6,979
Capital employed in comparative
period of previous year 6,852 6,273 6,852 6,273 6,852 5,966
Average capital employed 6,878 6,563 6,878 6,563 6,878 6,473

Reconciliation alternative performance measures, continued

Third quarter 9 months Rolling 12 Full year
SEKm Jul–Sep
2018
Jul–Sep
2017
Jan–Sep
2018
Jan–Sep
2017
Oct 2017–
Sep 2018
2017
Return on capital employed
Operating profit (rolling 12 months) 672 536 672 536 672 527
Financial income (rolling 12 months) 4 12 4 12 4 7
Operating profit plus financial
income (rolling 12 months)
676 548 676 548 676 534
Average capital employed 6,878 6,563 6,878 6,563 6,878 6,473
Return on capital employed, % 9.8 8.3 9.8 8.3 9.8 8.2
Cash conversion
EBITDA, adjusted 252 234 678 568 943 833
Minus: Capital expenditures 44 32 136 95 181 140
EBITDA, adjusted less capital
expenditures
208 202 542 473 762 693
EBITDA, adjusted 252 234 678 568 943 833
Cash conversion, % 82.5 86.3 79.9 83.3 80.8 83.2
Changes in net sales
Net sales 1,538 1,505 4,572 4,141 6,215 5,784
Net sales in comparative period of
previous year 1,505 1,285 4,141 3,740 5,508 5,107
Net sales, change 33 220 431 401 707 677
Minus: Structural changes 261 375 423 660 708
Minus: Changes in exchange rates 87 –5 166 45 151 30
Organic growth –54 –36 –110 –67 –104 –61
Structural changes, % 20.3 9.1 11.3 12.0 13.9
Organic growth, % –3.6 –2.8 –2.7 –1.8 –1.9 –1.2
Profit/loss for the period excluding
impact of impairment loss from
discontinued operation including
income tax effects and other items
affecting comparability
Profit/loss for the period
Minus: Impairment loss from
132 153 324 –117 344 –97
discontinued operation including
income tax effects
–32 –397 –82 –479
Minus: Other items affecting
comparability –1 0 –20 –20
Profit for the period excluding
impact of impairment loss from
discontinued operation including
income tax effects and other items
affecting comparability 133 185 324 280 446 402
Average number of shares (basic)1 286,627,393 286,645,530 286,446,925 286,328,460 286,409,069 286,320,464
Average number of shares (diluted)1 286,765,707 286,875,122 286,571,584 286,537,746 286,517,621 286,492,178
Earnings per share, basic excluding
impact of impairment loss from
discontinued operation including
tax effects and other items affecting
comparability, SEK1
0.46 0.65 1.13 0.98 1.56 1.40
Earnings per share, diluted excluding
impact of impairment loss from
discontinued operation including
tax effects and other items affecting
comparability, SEK1
0.46 0.64 1.13 0.98 1.56 1.40

1) Cloetta entered into forward contracts to repurchase own shares to fulfill its future obligation to deliver shares to the participants of its long-term share-based incentive plan. The outstanding contracts at reporting date consist of one contract for 1,991,906 shares at a share price of SEK 29.3886.

Condensed consolidated quarterly data

SEKm Q3 2018 Q2 2018 Q1 2018 Q4 2017 Q3 2017 Q2 2017 Q1 2017 Q4 2016 Q3 2016
Profit and loss account
Net sales 1,538 1,472 1,562 1,643 1,505 1,414 1,222 1,367 1,285
Cost of goods sold –979 –913 –1,002 –1,037 –978 –895 –768 –806 –791
Gross profit 559 559 560 606 527 519 454 561 494
Other income 4 2 4
Selling expenses –230 –268 –248 –281 –232 –259 –200 –207 –189
General and administrative expenses –149 –140 –146 –156 –126 –174 –157 –174 –110
Operating profit 180 155 166 171 169 90 97 180 195
Exchange differences borrowings and
cash and cash equivalents in foreign
currencies
5 –3 –22 –7 –7 –2 –1 –10 8
Other financial income 0 4 0 0 0 1 6 5 5
Other financial expenses –18 –28 –20 –20 –20 –18 –16 –20 –80
Net financial items –13 –27 –42 –27 –27 –19 –11 –25 –67
Profit before tax 167 128 124 144 142 71 86 155 128
Income tax –35 –31 –29 –124 –34 –28 –20 –33 –36
Profit from continuing
operations 132 97 95 20 108 43 66 122 92
Profit/loss from discontinued operation,
net of tax
45 –372 –7 –542 16
Profit/loss for the period 132 97 95 20 153 –329 59 –420 108
Profit/loss for the period attributable to:
Owners of the Parent Company
Continuing operations 132 97 95 20 108 43 66 122 92
Discontinued operation 45 –372 –7 –542 16
KEY FIGURES
Profit
Depreciation and amortization –58 –57 – 60 –59 –74 –56 –49 –55 –54
Operating profit, adjusted 194 145 164 206 169 115 114 209 203
EBITDA, adjusted 252 202 224 265 234 171 163 262 257
EBITDA 238 212 226 230 243 146 146 235 249
Operating profit margin, adjusted, % 12.6 9.9 10.5 12.5 11.2 8.1 9.3 15.3 15.8
Operating profit margin (EBIT margin), %
Earnings per share, SEK
11.7 10.5 10.6 10.4 11.2 6.4 7.9 13.2 15.2
Basic1 0.46 0.34 0.33 0.07 0.53 –1.15 0.21 –1.47 0.38
Diluted1 0.46 0.34 0.33 0.07 0.53 –1.15 0.21 –1.47 0.38
Financial position
Share price, last paid, SEK 27.48 27.18 31.82 29.70 28.00 34.70 35.40 28.70 31.10
Return on equity, % (rolling 12 months) 8.9 8.5 6.6 6.2 9.1 8.7 –4.1 –4.5 8.5
Equity per share, SEK 13.3 13.0 14.1 13.2 12.9 12.9 14.7 14.5 15.8
Net debt/EBITDA, x (rolling 12 months) 2.48 2.77 2.42 2.39 2.63 2.77 2.34 2.44 2.76
Cash flow
Cash flow from operating
activities per share, SEK 0.9 0.4 – 0.1 1.1 0.5 0.4 0.5 1.4 0.4

1) Cloetta entered into forward contracts to repurchase own shares to fulfill its future obligation to deliver shares to the participants of its long-term share-based incentive plan. The outstanding contracts at reporting date consist of one contract for 1,991,906 shares at a share price of SEK 29.3886.

Reconciliation of alternative performance measures by quarter

SEKm Q3 2018 Q2 2018 Q1 2018 Q4 2017 Q3 2017 Q2 2017 Q1 2017 Q4 2016 Q3 2016
Items affecting comparability
Acquisitions, integration and
factory restructurings
–7 –13 –3 –20 0 –25 –17 –29 –8
of which: impairment loss other
non-current assets –9 –2
Remeasurements of contingent
considerations – 6 19 8 5
Other items affecting comparability –1 4 –3 –20
Items affecting comparability* –14 10 2 –35 0 –25 –17 –29 –8
* Corresponding line in the condensed
consolidated profit and loss account:
Net sales 0
Cost of goods sold –1 –1 –1 –22 1 –15 –3 –3 – 6
Other operating income 4 4
Selling expenses –1 –3 –3
General and administrative expenses –12 7 3 –10 –1 –11 –14 –26 –2
Total –14 10 2 –35 0 –25 –17 –29 –8
Operating profit, adjusted
Operating profit 180 155 166 171 169 90 97 180 195
Minus: Items affecting
comparability
–14 10 2 –35 0 –25 –17 –29 –8
Operating profit, adjusted 194 145 164 206 169 115 114 209 203
Net sales 1,538 1,472 1,562 1,643 1,505 1,414 1,222 1,367 1,285
Operating profit margin,
adjusted, %
12.6 9.9 10.5 12.5 11.2 8.1 9.3 15.3 15.8
EBITDA, adjusted
Operating profit 180 155 166 171 169 90 97 180 195
Minus: Depreciation –55 –54 –57 –56 – 61 –53 –48 –53 –52
Minus: Amortization –3 –3 –3 –3 –4 –3 –1 –2
Minus: Impairment loss
other non-current assets –9 –2
EBITDA 238 212 226 230 243 146 146 235 249
Minus: Items affecting
comparability (excl. impairment
loss other non-current assets) –14 10 2 –35 9 –25 –17 –27 –8
EBITDA, adjusted 252 202 224 265 234 171 163 262 257
Capital employed
Total assets 9,191 9,078 9,650 9,252 8,945 9,560 9,202 9,236 10,286
Minus: Deferred tax liability 794 786 731 703 625 641 598 586 680
Minus: Other non-current liabilities 135 138 137 132
Minus: Non-current provisions 6 6 5 5 5 5 9 22 10
Minus: Current provisions 5 1 1 3 6 6 46 64 7
Minus: Other current liabilities 1,482 1,452 1,459 1,424 1,320 1,219 1,189 1,235 1,383
Minus: Assets held for sale 830
Capital employed 6,904 6,833 7,319 6,979 6,852 6,727 7,360 7,329 8,206
Capital employed in comparative
period of previous year
6,852 6,727 6,002 5,966 6,273 5,818 7,770 7,756 8,040
Average capital employed 6,878 6,780 6,661 6,473 6,563 6,273 7,565 7,543 8,123

Reconciliation alternative performance measures per quarter, continued

SEKm Q3 2018 Q2 2018 Q1 2018 Q4 2017 Q3 2017 Q2 2017 Q1 2017 Q4 2016 Q3 2016
Return on capital employed
Operating profit
(rolling 12 months)
672 661 596 527 536 562 620 635 705
Financial income
(rolling 12 months)
4 4 1 7 12 17 21 17 18
Operating profit plus financial
income (rolling 12 months) 676 665 597 534 548 579 641 652 723
Average capital employed 6,878 6,780 6,661 6,473 6,563 6,273 5,930 5,879 8,123
Return on capital employed, % 9.8 9.8 9.0 8.2 8.3 9.2 10.8 11.1 8.9
Cash conversion
EBITDA, adjusted 252 202 224 265 234 171 163 262 257
Minus: Capital expenditures 44 51 41 45 32 32 31 47 34
EBITDA, adjusted less capital
expenditures 208 151 183 220 202 139 132 215 223
EBITDA, adjusted 252 202 224 265 234 171 163 262 257
Cash conversion, % 82.5 74.8 81.7 83.0 86.3 81.3 81.0 82.1 86.8
Changes in net sales
Net sales 1,538 1,472 1,562 1,643 1,505 1,414 1,222 1,367 1,285
Net sales in comparative period
of previous year 1,505 1,414 1,222 1,367 1,285 1,221 1,234 n/a n/a
Net sales, change 33 58 340 276 220 193 –12 n/a n/a
Minus: Structural changes 76 299 285 261 161 n/a n/a
Minus: Changes in exchange rates 87 51 28 –9 –5 38 13 n/a n/a
Organic growth –54 –69 13 0 –36 –6 –25 n/a n/a
Structural changes, % 5.4 24.5 20.8 20.3 13.2 n/a n/a
Organic growth, % –3.6 –4.9 1.1 0.0 –2.8 – 0.5 –2.0 n/a n/a
Profit/loss for the period excluding impact of impairment loss from discontinued
operation including income tax effects and other items affecting comparability
Profit/loss for the period 132 97 95 20 153 –329 59 –420 108
Minus: Impairment loss from
discontinued operation including
income tax effects
–82 –32 –365 –594
Minus: Other items affecting
comparability –1 4 –3 –20
Profit for the period excluding
impact of impairment loss from
discontinued operation including
income tax effects and other
items affecting comparability
133 93 98 122 185 36 59 174 108
Average number of shares (basic)1 286,627,393 286,413,012 286,296,737 286,645,530 286,645,530 286,339,892 286,279,569 286,279,569 286,279,569
Average number of shares (diluted)1 286,765,707 286,620,265 286,562,172 286,835,623 286,875,122 286,626,106 286,607,989 286,560,336 286,558,440
Earnings per share, basic exclud
ing impact of impairment loss from
discontinued operation including
tax effects and other items affect
ing comparability, SEK1
0.46 0.32 0.34 0.43 0.65 0.13 0.21 0.61 0.38
Earnings per share, diluted exclud
ing impact of impairment loss from
discontinued operation including
tax effects and other items affect
ing comparability, SEK 1 0.46 0.32 0.34 0.43 0.64 0.13 0.21 0.61 0.38

1) Cloetta entered into forward contracts to repurchase own shares to fulfill its future obligation to deliver shares to the participants of its long-term share-based incentive plan. The outstanding contracts at reporting date consist of one contract for 1,991,906 shares at a share price of SEK 29.3886.

Parent Company

Condensed parent company profit and loss account

Third quarter 9 months Rolling 12 Full year
SEKm Jul–Sep
2018
Jul–Sep
2017
Jan–Sep
2018
Jan–Sep
2017
Oct 2017–
Sep 2018
2017
Net sales 19 20 65 77 95 107
Gross profit 19 20 65 77 95 107
General and administrative expenses –21 –21 –76 –97 –108 –129
Operating loss –2 –1 –11 –20 –13 –22
Net financial items 0 1 3 5 21 23
Profit/loss before tax –2 0 –8 –15 8 1
Income tax 0 2 2 3 –1 0
Profit/loss for the period –2 2 –6 –12 7 1

Profit/loss for the period corresponds to comprehensive income for the period.

Condensed parent company balance sheet

SEKm 30 Sep 2018 30 Sep 2017 31 Dec 2017
ASSETS
Non-current assets 5,365 5,352 5,353
Current assets 22 7 51
TOTAL ASSETS 5,387 5,359 5,404
EQUITY AND LIABILITIES
Equity 3,452 3,876 3,889
Non-current liabilities
Borrowings 932 1,132 134
Derivative financial instruments 2 1
Provisions 1 1 1
Total non-current liabilities 935 1,133 136
Current liabilities
Borrowings 500 999
Derivative financial instruments 0 0 0
Current liabilities 500 350 380
Total current liabilities 1,000 350 1,379
TOTAL EQUITY AND LIABILITIES 5,387 5,359 5,404

Condensed parent company statement of changes in equity

9 months
SEKm Jan–Sep
2018
Jan–Sep
2017
2017
Equity at beginning of period 3,889 4,093 4,093
Profit/loss for the period – 6 –12 1
Total comprehensive income – 6 –12 1
Transactions with the owners
Share–based payments 2 11 11
Dividend1 –433 –216 –216
Total transactions with owners –431 –205 –205
Equity at end of period 3,452 3,876 3,889

1) The dividend paid consisted of an ordinary dividend of SEK 0.75 (0.75) per share and a special dividend of SEK 0.75 (0) per share.

Accounting and valuation policies, disclosures and risk factors

Accounting and valuation policies

Compliance with legislation and accounting standards

The consolidated financial statements are presented in accordance with the International Financial Reporting Standards (IFRS) established by the International Accounting Standards Board (IASB) and the interpretations issued by the IFRS Interpretations Committee (IFRIC) which have been endorsed by the European Commission for application in the EU. The applied standards and interpretations are those that were in force and had been endorsed by the EU at 1 January 2018. The consolidated interim report is presented compliant with IAS 34, Interim Financial Reporting, and in compliance with the relevant provisions in the Swedish Annual Accounts Act and the Swedish Securities Market Act. The interim report for the Parent Company has been prepared in accordance with the Swedish Annual Accounts Act and the Swedish Securities Market Act, which are consistent with the provisions in recommendation RFR 2, Accounting for Legal Entities.

Basis of accounting

Except for the changes below, the same accounting policies and methods of computation are applied in the interim financial statements as in the most recent annual financial statements. Reference is made to Note 1 'General information and accounting and valuation policies of the Group' and Note 34 'Changes in accounting policies' in the annual and sustainability report 2017 at www.cloetta.com.

This is the first year in which IFRS 9 'Financial Instruments' (IFRS 9) and IFRS 15 'Revenue from contracts with customers' (IFRS 15) have been applied in the Group's financial statements. Changes in significant accounting policies are described below.

Changes in significant accounting policies

The Group has adopted IFRS 9 and IFRS 15 from 1 January 2018. A number of other new standards are effective from 1 January 2018 but they do not have a material effect on the Group's financial statements. Initially applying these standards has the following effect:

  • Documentation requirements for hedge accounting applied
  • Allocation and presentation of revenue to the different performance obligations identified in the pick & mix sales.

Cloetta has applied IFRS 9 retrospectively from 1 January 2018. IFRS 9, published in July 2014, replaced the existing guidance in IAS 39 Financial Instruments, Recognition and Measurement. IFRS 9 addresses the classification, measurement and derecognition of financial assets and financial liabilities, introduces new rules for hedge accounting and a new impairment model for financial assets. The new standard also introduces expanded disclosure requirements and changes in presentation.

The Group has reviewed its financial assets and liabilities and assessed the potential impact on its consolidated financial statements resulting from the application of IFRS 9. Based on the assessments performed, Cloetta concluded that its current hedge relationships qualify as continuing hedges upon the adoption of IFRS 9 and has updated its hedge documentation in accordance with IFRS 9. This does not have an impact on the company's balance sheet or profit and loss

account, nor does it have a material impact on other areas of Cloetta's consolidated financial statements.

IFRS 15 establishes a comprehensive framework for determining whether, how much and when revenue is recognized. This standard replaces IAS 18 covering contracts for goods and services, IAS 11 covering construction contracts and IFRIC 13 covering customer loyalty programmes. Cloetta adopted IFRS 15 with a date of initial application of 1 January 2018 and applied this standard using the full retrospective approach. This means that any cumulative impact of the adoption is to be recognized in the retained earnings as of 1 January 2017 and that any comparable information impacted is to be restated. In this context it should be noted that the impact of the adoption on the balance sheet and profit and loss account is not material. The details of the changes and quantitative impact of the changes are set out below.

Under IFRS 15, revenue is recognized when a customer obtains control of the goods or services. Determining the timing of the transfer of control – at a point in time or over time – requires judgement. In accordance with IAS 18, Cloetta only recognized one performance obligation related to sale of goods. The adoption of IFRS 15 did not result in any changes in the accounting for packaged business as this only comprises sale of goods. However, for the pick & mix sales, Cloetta identified the following performance obligations in contracts with customers in accordance with IFRS 15:

  • Sale of goods;
  • Leases of fixtures;
  • Merchandising services.

The different performance obligations do not give rise to a different timing for recognizing revenue. For the performance obligation merchandising services – which is satisfied over time – Cloetta has selected an appropriate method for measuring Cloetta's progress towards complete satisfaction of that performance obligation. For merchandising services the practical expedient (IFRS 15.B16) is applicable, wherein Cloetta recognizes revenue in the amount to which it has a right to invoice. Since delivery of goods as well as merchandising services normally takes place weekly, this output method best reflects the fulfillment of the delivery of the merchandising services, as performance obligation is satisfied at the same time as the goods are delivered.

Therefore, total revenues within the pick & mix sales only have to be allocated to an identified performance obligation, which impacts the presentation of disaggregated revenue but no line items in the profit and loss account and balance sheet are to be restated. IFRS 15 does not have an impact on the total assets, equity or loss for the year ended 31 December 2017 or for the period ended 30 September 2018. IFRS 15 does not have any other significant impact on the Group's revenue recognition.

A number of new standards and amendments to standards and interpretations are effective for annual periods beginning after 1 January 2018, and have not been applied in preparing these consolidated financial statements. None of these are expected to have any impact on the consolidated financial statements of the Group, except the following set out below:

IFRS 16, 'Leases', was issued in January 2016 and supersedes IAS 17 Leases. It will result in almost all leases being recognized on the balance sheet for Cloetta as lessee, as the distinction between operating and finance leases has been removed. Under the new standard, an asset (the right to use the leased item) and a financial liability to pay rentals are to be recognized. The only exceptions are short-term and low-value leases. The standard is mandatory for financial years commencing on or after 1 January 2019.

The standard will affect the accounting for the Group's operating leases. The Group started the implementation process in 2016 and is on track with the transition process as disclosed in the consolidated annual report 2017. Following the impact assessment, Cloetta has completed the initial extraction of relevant data points for all lease contracts. A lease accounting solution has been selected and Cloetta

is in the process of uploading the data points into the lease accounting solution. Based on an impact analysis Cloetta decided to opt for the modified restrospective transition approach in which the Right of Use Asset will equal the lease liability per the transition date. For the calculation of the lease liability the discount rates as at 1 January 2019 will be used.

The operating leases that will be recorded on Cloetta's balance sheet as a result of IFRS 16 will mainly be for land and buildings (offices and warehouses), transport (cars, forklifts and trucks) and other equipment (e.g. IT, machinery, equipment, printers and coffee machines).

At this stage, the Group is not able to quantify the impact of the new rules on the Group's financial statements.

Disclosures

Disaggregation of revenue from contracts with customers

Cloetta generates revenues from the transfer of goods and services at a point in time and over time in the following major sales categories and performance obligations

Third quarter 9 months Rolling 12 Full year
SEKm Jul–Sep
2018
Jul–Sep
2017
Jan–Sep
2018
Jan–Sep
2017
Oct 2017–
Sep 2018
2017
Net sales
Packaged business 1,124 1,036 3,307 3,119 4,444 4,256
Pick & mix 414 469 1,265 1,022 1,771 1,528
Total 1,538 1,505 4,572 4,141 6,215 5,784

Breakdown of net sales by category

Third quarter 9 months Rolling 12
Full year
% Jul–Sep
2018
Jul–Sep
2017
Jan–Sep
2018
Jan–Sep
2017
Oct 2017–
Sep 2018
2017
Net sales
Sales of goods
Candy 58 58 58 57 58 58
Chocolate 18 18 18 17 17 17
Pastilles 12 12 12 12 12 12
Chewing gum 6 6 6 7 7 7
Nuts 4 4 4 5 4 4
Other 2 2 2 2 2 2
Sub total 100 100 100 100 100 100
Other income
Other 0 0 0 0
Total 100 100 100 100 100 100

Breakdown of net sales by country

Third quarter 9 months Rolling 12 Full year
% Jul–Sep
2018
Jul–Sep
2017
Jan–Sep
2018
Jan–Sep
2017
Oct 2017–
Sep 2018
2017
Sweden 31 35 32 35 32 34
Finland 21 21 21 20 21 21
The Netherlands 14 13 14 15 14 14
Denmark 10 9 10 8 8 7
Norway 5 6 5 5 6 6
Germany 5 4 5 5 5 5
UK 8 7 7 5 7 5
Other countries 6 5 6 7 7 8
Total 100 100 100 100 100 100

Taxes

The net effect of international tax rate differences and rate changes, changes in filing positions and non-deductible expenses impacted the effective tax rate of the Group favourably in the quarter. Cloetta's deferred tax balances have been calculated according to the enacted or substantially enacted tax rates.

Fair value measurement

The only items recognized at fair value after initial recognition are

  • the interest rate swaps and forward foreign currency contracts categorized at level 2 of the fair value hierarchy in all periods presented;
  • the contingent earn-out consideration related to the acquisition of Candyking Holding AB and is subsidiaries initially categorized at level 3, as well as;
  • assets held for sale, in cases where the fair value less cost of disposal is below the carrying amount.

On 28 April 2017 the contingent earn-out consideration arising from the acquisition of Candyking Holding AB and its subsidiaries was recognized in the amount of SEK 128m. The fair values of financial assets (loans and receivables) and liabilities measured at amortized cost are approximately equal to carrying amounts, with the exception of the forward contract to repurchase own shares which has a fair value of SEK 6m (liability) while the carrying amount is SEK 59m (liability). For measurement purposes, the fair value of financial assets and liabilities is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments. The fair value measurements by level according to the fair value measurement hierarchy are as follows:

  • Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1).
  • Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices) (level 2).
  • Inputs for the asset or liability that are not based on observable market data (i.e. unobservable inputs) (level 3).

The following table presents the Group's assets and liabilities that were measured at fair value at 30 September 2018:

SEKm Level 1 Level 2 Level 3 Total
Assets
Assets at fair value through
profit or loss
– Forward foreign currency
contracts 3 3
Total assets 3 3
Liabilities
Liabilities at fair value through
profit or loss
– Interest rate swaps 4 4
– Contingent consideration 136 136
Total liabilities 4 136 140

The assets and liabilities measured at fair value are reflected in the 'derivative financial instruments' and 'other current liabilities'.

The following table presents the Group's assets and liabilities that were measured at fair value at 31 December 2017:

SEKm Level 1 Level 2 Level 3 Total
Assets
Assets at fair value through
profit or loss
– Forward foreign currency
contracts 0 0
Total assets 0 0
Liabilities
Liabilities at fair value through
profit or loss
– Interest rate swaps 3 3
– Contingent consideration 138 138
Total liabilities 3 138 141

The assets and liabilities measured at fair value are reflected in the 'derivative financial instruments' and 'other non-current liabilities'.

The following table presents the Group's assets and liabilities that were measured at fair value at 30 September 2017:

SEKm Level 1 Level 2 Level 3 Total
Liabilities
Liabilities at fair value through
profit or loss
– Interest rate swaps 2 2
- Forward foreign currency
contracts 1 1
– Contingent consideration 137 137
Total liabilities 3 137 140

The assets and liabilities measured at fair value are reflected in the 'derivative financial instruments' and 'other non-curent liabilities'.

Movements in financial instruments categorised at level 3 of the fair value hierarchy can be specified as follows:

SEKm Jan–Sep
2018
Jan–Sep
2017
2017
Opening Balance 138
Business combinations 128 128
Remeasurements recognized
in profit or loss
– Unrealized remeasurements
on contingent considerations
recognized in general and
administrative expenses
–21 –5
– Unrealized interest on
contingent considerations
recognized in other financial
expenses 19 9 15
Closing Balance 136 137 138

On 28 April 2017 the contingent earn-out consideration arising from the acquisition of Candyking Holding AB and its subsidiaries was recognized in the amount of SEK 128m. At the end of the quarter the expected undiscounted contingent earn-out consideration amounted to SEK 145m (discounted: SEK 136m). No transfers between fair value hierarchy levels has occured during the financial year or the prior financial year. The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity-specific estimates. If all significant inputs required to determine the fair value of an instrument are observable, the instrument is included at level 2. The valuation of the instruments is based on quoted market prices, but the underlying swap amounts are based on the specific requirements of the Group. These instruments are therefore included at level 2. The fair value measurement of the contingent (earn-out) considerations requires the use of significant unobservable inputs and was thereby initially categorized at level 3. The valuation techniques and inputs used to value financial instruments are:

  • Quoted market prices or dealer quotes for similar instruments.
  • The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based on observable yield curves.
  • The fair value of forward foreign currency contracts is calculated using the difference between the exchange rate on the spot date with the contractually agreed upon exchange rates.
  • The fair value of the assets held for sale is based on valuations by external independent valuators.
  • Other techniques, such as discounted cash flow analysis, are used to determine the fair value of the remaining financial instruments.

The fixed assets measured at fair value are identified as a non-recurring fair value measurement and are related to the assets held for sale. The assets are valued at fair value in case the fair value less cost of disposal is below the carrying amount. The contingent (earn-out) considerations are measured at fair value using a scenario model with an earn-out threshold, different results and related changes, and an applicable multiplier as input. These data are aligned with the earnout contracts.

The inter-relationship between significant unobservable inputs and fair value measurement is:

• The estimated fair value of the contingent earn-out consideration related to the acquisition of Candyking Holding AB and its subsidiaries will increase (decrease) if the forecasted Cloetta and Candyking combined sales volume of pick & mix in confectionery and natural snacks in the Nordic countries, the UK and Poland during 2018 is higher (lower).

Parent Company

Cloetta AB's primary activities include head office functions such as group-wide management and administration. The comments below refer to the period from 1 January to 30 September 2018. Net sales in the Parent Company amounted to SEK 65m (77) and referred mainly to intra-group services. Operating loss was SEK –11m (–20). Net financial items totalled SEK 3m (5). Loss before tax was SEK –8m (–15) and loss for the period was SEK –6m (–12). Cash and cash equivalents and short-term investments amounted to SEK 0m (0).

The Cloetta share

Cloetta's class B share is listed on Nasdaq Stockholm, Mid Cap. During the period from 1 January to 30 September 2018, a total of 101,359,916 shares were traded for a combined value of SEK 3,031m, equivalent to around 36 per cent of the total number of class B shares at the end of the period. The highest quoted bid price during the period from 1 January to 30 September 2018 was SEK 34.00 (30 January) and the lowest was SEK 26.52 (13 July). The share price on 30 September 2018 was SEK 27.48 (last price paid). During the period from 1 January to 30 September 2018, the Cloetta share decreased by 7.5 per cent while the Nasdaq OMX Stockholm PI index increased by 7.8 per cent. Cloetta's share capital at 30 September 2018 amounted to SEK 1,443,096,495. The total number of shares is 288,619,299, consisting of 5,735,249 (5,735,249) class A shares and 282,884,050 (282,884,050) class B shares, equal to a quota value of SEK 5 per share.

Shareholders

On 30 September 2018, Cloetta AB had 21,951 shareholders. The largest shareholder was AB Malfors Promotor with a holding corresponding to 37.5 per cent of the votes and 26.4 per cent of the share capital in the company. Wellington Management was the second largest shareholder with 8.4 per cent of the votes and 10.0 per cent of the share capital. The third largest shareholder was Franklin Templeton with 7.3 per cent of the votes and 8.7 per cent of the share capital. Institutional investors held 90.6 per cent of the votes and 88.9 per cent of the share capital. Foreign shareholders held 45 per cent of the votes and 53 per cent of the share capital.

Discontinued operation

On 5 September 2017 Cloetta Italia S.r.l. was sold to Katjes International GmbH.

Cloetta Italia S.r.l. is accounted for as a discontinued operation. The comparative figures in the consolidated profit and loss account and consolidated statement of comprehensive income have been restated to present the discontinued operation separately from continuing operations. Cloetta has recognized an impairment loss of SEK 159m on intangible assets and an impairment loss of SEK 238m on

property, plant and equipment as a result of a write-down of the carrying value of the assets, subject to the disposal to their lower fair value less cost of disposal in the second and third quarter of 2017. The impairment loss is recognized in profit/loss from discontinued operation, net of tax. The disposal was completed via a transfer of the shares of Cloetta Italia S.r.l. Assets and liabilities which will be retained in the Cloetta Group were transferred within the group before the transfer of shares took place.

The following table presents the result from discontinued operation:

Third quarter 9 months Rolling 12 Full year
SEKm Jul–Sep
2018
Jul–Sep
2017
Jan–Sep
2018
Jan–Sep
2017
Oct 2017–
Sep 2018
2017
Net sales 59 316 316
Cost of goods sold
- Impairment loss –19 –238 –238
- Other cost of goods sold –29 –181 –181
Total cost of goods sold –48 –419 –419
Gross profit/loss 11 –103 –103
Selling expenses –23 –102 –102
General and administrative expenses
- Impairment loss –13 –159 –159
- Other general and administrative
expenses
–40 –80 –80
Total general and administrative
expenses –53 –239 –239
Operating loss –65 –444 –444
Financial income 0 0 0
Financial expenses 0 –1 –1
Net financial items 0 –1 –1
Loss before tax and reclassification
of currency translation differences
on discontinued operation
–65 –445 –445
Income tax 8 9 9
Loss from discontinued
operation before reclassification
of currency translation difference
on discontinued operation,
net of tax
–57 –436 –436
Currency translation differences on
discontinued operation reclassified
from other comprehensive income
102 102 102
Profit/loss from discontinued
operation, net of tax
45 –334 –334

The following table presents the cash flow from discontinued operation being part of the condensed consolidated cash flow statement on page 11:

Third quarter 9 months Rolling 12 Full year
SEKm Jul–Sep
2018
Jul–Sep
2017
Jan–Sep
2018
Jan–Sep
2017
Oct 2017–
Sep 2018
2017
Cash flow from operating activities –95 – 6 –34 –40
Cash flow from investing activities 307 297 64 361
Cash flow from financing activities
Cash flow from discontinued
operation
212 291 30 321

The following assets and liabilities were classified as held for sale in relation to the discontinued operation at 5 September 2017:

SEKm 5 Sep 2017
Intangible assets 99
Property, plant and equipment 165
Deferred tax asset 7
Other financial assets 1
Inventories 176
Other current assets 197
Cash and cash equivalents 18
Total assets disposed 663
Borrowings 64
Deferred tax liability 11
Provisions for pensions and other
long-term employee benefits
61
Provisions 3
Other current liabilities 194
Total liabilities disposed 333
Carrying amount of net assets held for sale 330
Disposal consideration received 330
Minus: Carrying amount of net assets disposed –330
Result on disposal, before income tax
Income tax on result on disposal
Result on disposal, net of tax

Seasonal variations – discontinued operations

Cloetta's sales and operating profit are subject to some seasonal variations. Sales in the first and second quarters are affected by the Easter holiday, depending on the quarter in which it occurs. In the fourth quarter, sales are usually higher than in the first three quarters of the year, which is mainly attributable to the sale of products in Italy in connection with the holiday season.

Risk factors

Cloetta is an internationally active company that is exposed to a number of market and financial risks. All identified risks are monitored continuously and, if needed, risk mitigating measures are taken to limit their impact. The most relevant risk factors are described in the annual and sustainability report 2017 and consist of industry and market-related risks, operational risks and financial risks. Compared to the annual and sustainability report which was issued on 8 March 2018, no new risks have been identified.

Definitions

General All amounts in the tables are presented in SEK millions unless otherwise stated. All amounts in brackets () repre
sent comparative figures for the same period of the prior year, unless otherwise stated.
Margins Definition/calculation Purpose
Gross margin Net sales less cost of goods sold as a percentage of net
sales.
Gross margin measures production profitability.
Operating profit margin
(EBIT margin)
Operating profit expressed as a percentage of net sales. Operating profit margin is used for measuring the
operational profitability.
Operating profit margin,
adjusted
Operating profit, adjusted for items affecting comparabili
ty, as a percentage of net sales.
Operating profit margin, adjusted excludes the impact
of items affecting comparability, enabling a compari
son of operational profitability.
Profit margin Profit/loss before tax expressed as a percentage of net
sales.
This metric enables the profitability to be compared
across locations where corporate taxes differ.
Return Definition/calculation Purpose
Cash conversion Operating profit, adjusted for items affecting comparabil
ity, before depreciation and amortization less capital ex
penditures as a percentage of operating profit, adjusted
for items affecting comparability, before depreciation and
amortization.
Cash conversion measures the proportion of profits
that are converted to cash flow. It is used to analyze
how much of the profit attributable to shareholders
is turned into cash that could be paid to investors
without damaging the business, except for cash flows
related to interest and tax.
Return on capital
employed
Operating profit plus financial income as a percentage of
average capital employed. The average capital employed
is calculated by taking the capital employed per period
end and the capital employed by period end of the com
parative period in the previous year divided by two.
Return on capital employed is used to analyse
profitability, based on the amount of capital used. The
leverage of the company is the reason that this metric
is used alongside return on equity, because it includes
equity, but takes into account borrowings and other
liabilities as well.
Return on equity Profit from continuing operations for the period as a
percentage of total equity.
Return on equity is used to measure profit generation,
given the resources attributable to the owners of the
Parent Company.
Capital structure Definition/calculation Purpose
Capital employed Total assets less interest-free liabilities (including de
ferred tax).
Capital employed measures the amount of capital
used and serves as input for the return on capital
employed.
Equity/assets ratio Equity at the end of the period as a percentage of total
assets. The equity/assets ratio represents the amount of
assets on which shareholders have a residual claim.
This ratio is an indicator of the company's leverage
used to finance the firm.
Gross debt Gross current and non-current borrowings, credit
overdraft facilities, derivative financial instruments and
interest payables.
Gross debt represents the total debt obligation of the
company irrespective its maturity.
Net debt Gross debt less cash and cash equivalents. The net debt is used as an indication of the ability to
pay off all debts if these became due simultaneously
on the day of calculation, using only available cash
and cash equivalents.
Net debt/EBITDA Net debt at the end of the period divided by the EBITDA,
adjusted, for the last 12 months, taking into consideration
the annualization of EBITDA for acquired or divested
companies.
The net debt/EBITDA ratio approximates the com
pany's ability to decrease its debt. It represents the
number of years it would take to pay back debt if net
debt and EBITDA were held constant, ignoring the
impact from cash flows from interest, tax and capital
expenditure.
Net debt/equity ratio Net debt at the end of the period divided by equity at the
end of the period.
The net debt/equity ratio measures the extent to
which the company is funded by debt. Because cash
and overdraft facilities can be used to pay-off debt at
short notice, the leverage takes into account net debt
instead of gross debt.
Working capital Total inventories and trade and other receivables adjust
ed for trade and other payables.
Working capital is used to measure the company's
ability, besides cash and cash equivalents, to meet
current operational obligations.
Data per share Definition/calculation Purpose
Cash flow from operating
activities per share
Cash flow from operating activities in the period divided
by the average number of shares.
The cash flow from operating activities per share
measures the amount of cash the company generates
per share from the revenues it brings in irrespective of
the capital investments and cash flows related to the
financing structure of the company.
Data per share Definition/calculation Purpose
Earnings per share Profit for the period divided by the average number of
shares adjusted for the effect of forward contracts to
repurchase own shares.
The earnings per share measures the amount of net
profit that is available for payment to shareholders per
share.
Equity per share Equity at the end of the period divided by number of
shares at the end of the period.
Equity per share measures the net-asset value
backing up each share of the company's equity and
determines if a company is increasing shareholder
value over time.
Other definitions Definition/calculation Purpose
EBIT Operating profit consists of comprehensive income
before net financial items and income tax.
This metric enables the profitability to be compared
across locations where corporate taxes differ, irre
spective of the financing structure of the company.
EBIT, adjusted Operating profit, adjusted for items affecting
comparability.
EBIT, adjusted increases the comparability of EBIT.
EBITDA Operating profit before depreciation and amortization. EBITDA is used to measure the cash flow generated
from operating activities, eliminating the impact of
financing and accounting decisions.
EBITDA, adjusted Operating profit, adjusted for items affecting comparabili
ty, before depreciation and amortization.
EBITDA, adjusted increases the comparability of
EBITDA.
Effective tax rate Income tax as a percentage of profit before tax. This metric enables the income tax to be compared
across locations where corporate taxes differ.
Items affecting
comparability
Items affecting comparability are those significant items
which are separately disclosed by virtue of their size or
incidence in order to enable a full understanding of the
Group's financial performance. These include items such
as restructurings, impact from acquisitions or divest
ments.
Items affecting comparability increases the compara
bility of the Group's financial performance.
Net financial items The total of exchange differences on borrowings and cash
and cash equivalents in foreign currencies, other financial
income and other financial expenses.
The net financial items reflects the company's total
costs of external financing.
Net sales, change Net sales as a percentage of net sales in the comparative
period of the previous year.
Net sales, change reflects the company's realised
top-line growth over time.
Operating profit, adjusted Operating profit adjusted for items affecting compara
bility.
Operating profit, adjusted increases the comparability
of operating profit.
Organic growth Net sales, change exluding acquisition-driven growth and
changes in exchanges rates.
Organic growth excludes the impact of changes in
group structure and exchange rates, enabling a com
parison on net sales growth over time.
Structural changes Net sales, change resulting from changes in group
structure.
Structural changes measure the contribution of
changes in group structure to the net sales growth.

Glossary

Packaged products Products that are mainly sold under brands and are packaged.
Pick & mix Cloetta's range of candy and natural snacks that are picked by the consumers themselves.
Pick & mix concept Cloetta's complete concept in pick & mix including products, displays and accompanying store
and logistic services.

Exchange rates

30 Sep 2018 30 Sep 2017 31 Dec 2017
EUR, average 10.2329 9.5787 9.6362
EUR, end of period 10.2975 9.5919 9.8210
NOK, average 1.0671 1.0374 1.0324
NOK, end of period 1.0869 1.0219 0.9997
GBP, average 11.5798 10.9643 10.9909
GBP, end of period 11.6002 10.8690 11.0684
DKK, average 1.3737 1.2881 1.2956
DKK, end of period 1.3812 1.2890 1.3192

Financial calendar

Contact

Jacob Broberg, Senior Vice President Corporate Communications and Investor Relations, +46 70-190 00 33

This information is information that Cloetta AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person detailed above, at 8:00 a.m. CET on 26 October 2018.

Vision

To be the most admired satisfier of Munchy Moments The vision, together with the goals and strategies, expresses Cloetta's business concept.

Business model

Cloetta's business model is to offer strong local brands in Munchy Moments and provide effective sales and distribution to the retail trade. Together, this will ensure continued positive development of the company's leading market positions.

Long-term financial targets Strategies

  • Cloetta's target is to increase organic sales at least in line with market growth.
  • Cloetta's target is an EBIT margin, adjusted for items affecting comparability, of at least 14 per cent.
  • Cloetta's long-term target is a net debt/EBITDA ratio of around 2.5x.
  • Cloetta's long-term intention is a dividend payout of 40–60 per cent of profit after tax.

  • Focus on margin expansion and volume growth.

  • Focus on cost-efficiency.
  • Focus on employee development.

Value drivers

  • Strong brands and market positions in a non-cyclical market.
  • Excellent availability in the retail trade with the help of a strong and effective sales and distribution organization.
  • Good consumer knowledge and loyalty.
  • Innovative product and packaging development.
  • Effective production with high and consistent quality.

About Cloetta

Cloetta, founded in 1862, is a leading confectionery company in the Nordic region and the Netherlands. Cloetta products are sold in more than 50 countries worldwide. Cloetta owns some of the strongest brands on the market, such as Läkerol, Cloetta, Candyking, Jenkki, Kexchoklad, Malaco, Sportlife and Red Band. Cloetta has eight production units in five countries. Cloetta's class B shares are traded on Nasdaq Stockholm.

Cloetta AB (publ) • Corp. ID no. 556308-8144 • Solna Business Park, Englundavägen 7D, PO Box 6036, SE-171 06 Solna, Sweden. • Tel +46 8-52 72 88 00 • www.cloetta.com