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Indutrade

Earnings Release Feb 14, 2013

2927_10-k_2013-02-14_373db114-c280-4be5-86c3-976b0ea8055d.pdf

Earnings Release

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Year-end report1 Jan – 31 Dec 2012

1 JANUARY – 31 DECEMBER 2012

  • Net sales rose 5% to SEK 8,384 million (7,994). The increase for comparable units was 1%.
  • Operating profit before amortisation of intangible non-current assets attributable to acquisitions (EBITA) decreased by 1% to SEK 905 million (917), and the EBITA margin was 10.8% (11.5%).
  • Profit after tax rose 5% to SEK 565 million (540).
  • Earnings per share were SEK 14.13 (13.50).
  • Cash flow from operating activities totalled SEK 519 million (709), corresponding to SEK 12.98 per share (17.73).
  • The Board of Directors proposes a dividend of SEK 7.05 per share (6,75).

FOURTH QUARTER 2012

  • Net sales rose 5% during the fourth quarter, to SEK 2,267 million (2,158). The increase for comparable units was 0.5%.
  • Operating profit before amortisation of intangible non-current assets attributable to acquisitions (EBITA) rose 4% to SEK 260 million (251), and the EBITA margin was 11.5% (11.6%).
  • Profit after tax was SEK 189 million (155).
  • Earnings per share were SEK 4.73 (3.88).

FINANCIAL DEVELOPMENT

SEK million 2012
Oct-Dec
2011
Oct-Dec
Change 2012
Jan-Dec
2011
Jan-Dec
Change
Net Sales 2,267 2,158 5% 8,384 7,994 5%
EBITA
EBITA margin, %
260
11.5
251
11.6
4% 905
10.8
917
11.5
-1%
Profit after financial items 208 207 0% 710 729 -3%
Net profit 189 155 22% 565 540 5%
Earnings per share, SEK 1) 4.73 3.88 22% 14.13 13.50 5%
Return on operating capital, % 22 25 22 25

1) Attributable to equity holders of the parent company

CEO's message

Sales in 2012 reached a record high level and passed the SEK 8 billion mark by a good margin. Order intake during the year exceeded sales, despite a weaker last quarter. The year was characterised by gradually softer demand in many markets and niches. The downturn has been most apparent in the forest, marine and wind power sectors. Other segments also noted a downturn, but to a much lesser degree. Some of the Group's companies were able to compensate for the decline by capturing market shares. The major exception to the general downturn was products for the conventional energy sector, which performed very strongly.

Fourth quarter

In my comments on the previous quarter's results I expressed great uncertainty about the market situation – a view that I held through the end of the year. Most customers had short order books. This resulted in reductions in production capacity and thereby also in demand.

The month of December contained an unusually few number of work days throughout Europe. In Finland, where our Engineering & Equipment business area conducts most of its business, there were even fewer work days due to the country's Independence Day followed by a day off prior to the weekend. Invoicing in December was thereby low in general.

Margins

The accumulated gross margin of 33.9% (34.1%) was on a par with 2011. Historically the Group's gross margin is in the range of 33%-34%. This level has been stable for many years.

The EBITA margin was 10.8% (11.5%) for the full year, while it was 11.5% for the fourth quarter (11.6%). The high margin of 16.8% (15.5%) for Special Products in the fourth quarter is mainly due to high invoicing in the energy segment.

Acquisitions

During the year, twelve acquisitions of varying sizes were carried out. Of these companies, approximately 60% have proprietary products/trademarks, which is higher than the average for the Group.

During the final quarter of the year, Indutrade acquired Krämer AG (Switzerland), with customers in the pharmaceutical industry, Nolek AB (Sweden), which specialises in equipment for leak testing, and Thermotech AS (Norway), with business in the offshore industry. Possession of Thermotech took place in January 2013. All three of these are interesting companies with good development potential.

Outlook

2012 was a year marked by great anxiety in the international economy and also in industry. The year ended on a weak note. The start of 2013 has brought more positive signs, however. Optimism has risen in general, which also has an impact on business climate.

The indications that are now coming from China and the USA, along with a somewhat calmer situation in the euro zone, give me reason to be somewhat optimistic about the trend in 2013.

Johnny Alvarsson, President and CEO

Sales growth

Group performance

ORDER INTAKE AND NET SALES Order intake

Order intake during the year totalled SEK 8,444 million (8,315), an increase of 2%. For comparable units, order intake decreased by 2%, while acquired growth was 5%. Currency movements had a negative effect on order intake by 1%.

Order intake during the fourth quarter totalled SEK 2,038 million (2,137), a decrease of 5%. For comparable units, order intake decreased by 10%, while acquired growth was 8%. Currency movements had a negative effect on order intake by 3%.

Following a strong start to the year, with rising order intake for comparable units, the trend was weaker during the second half. The weaker business climate was prevalent in most geographic markets and customer segments of importance for the Group, including the general engineering industry in the Nordic countries and the rest of Europe, and the water/wastewater segment. Order intake from many customers showed signs of uncertainty about the future level of activity, resulting in orders on short notice and lower volumes than what would be typical in a stable market situation.

One exception from the decline described above was the international energy sector, which has performed favourably since the end of 2011. Demand in this segment stabilised at a high level.

All business areas noted a drop in order intake during the fourth quarter for comparable units. For the year as a whole, Flow Technology showed an increase for comparable units due to strong order intake for projects during the year, while other business areas experienced a decline.

Net sales

Net sales for the year totalled SEK 8,384 million (7,994), an increase of 5%. The increase for comparable units was 1%, and acquired growth was 5%. The negative effect of currency movements was 1%.

Net sales during the fourth quarter of the year rose 5% to SEK 2,267 million (2,158). The increase for comparable units was marginal on the whole, with major differences between the Group's business areas. Flow Technology and Special Products showed favourable growth owing to substantial invoicing for projects, while Engineering & Equipment and Industrial Components posted declines. Acquired growth was 7%. Currency movements had a negative effect on net sales by 2%.

Earnings and return

EARNINGS

Operating profit before amortisation of intangible assets (EBITA) amounted to SEK 905 million (917) for the year, a decrease of 1%. The operating margin before amortisation of intangible assets (the EBITA margin) was 10.8% (11.5%).

The gross margin on an accumulated basis was marginally lower than the preceding year, at 33.9% (34.1%). The gross margin for the fourth quarter was 34.2%.

The lower earnings and lower EBITA margin were partly an effect of the lower gross margin as above, but above all they were the result of a slightly higher level of overheads in all business areas. The efficiency-improvement and costsavings measures that were taken by a large number of the Group's companies against the background of the weakened business climate took gradual effect during the year.

Currency effects from translation of foreign units had a negative impact on EBITA by SEK -6 million, or -2%, during the fourth quarter and by SEK -17 million, or -2%, on an accumulated basis.

Net financial items amounted to SEK -87 million (-93), of which net interest expense accounted for SEK -81 million (-87). Net interest expense was favourably affected by a lower average interest rate, which compensated for the higher average level of net debt.

Tax on profit for the year was SEK -145 million (-189), corresponding to a tax charge of 20.4% (25.9%). The tax charge for the year decreased through addition of a deferred tax revenue of approximately SEK 30 million as a result of the lower corporate tax rate in Sweden that was decided on. This corresponded to a reduction in the effective tax rate by 4 percentage points for the full year.

Profit after tax rose 5% to SEK 565 million (540). Earnings per share increased to SEK 14.13 (13.50). The tax reduction of SEK 30 million referred to above corresponded to an increase in earnings per share of approximately SEK 0.75.

For the fourth quarter, operating profit before amortisation of intangible assets (EBITA) totalled SEK 260 million (251), an increase of 4%. The operating margin before amortisation of intangible assets (the EBITA margin) was 11.5% (11.6%).

Net financial items for the fourth quarter amounted to SEK -23 million (-19), of which net interest expense accounted for SEK -21 million (-20). Tax on profit for the period was SEK -19 million (-52), after the reduced tax rate in Sweden lowered the tax charge during the fourth quarter by SEK 30 million. Profit after tax was SEK 189 million (155). Earnings per share were SEK 4.73 (3.88), of which the one-time effect of the lowered tax rate was approximately SEK 0.75.

RETURN

The return on operating capital was 22% (25%), and the return on equity was 27% (29%).

Business areas1

ENGINEERING & EQUIPMENT

Engineering & Equipment's operations involve sales of components as well as customisation, combinations and installations of products from various suppliers.

2012 2011 2012 2011
SEK million Oct-Dec Oct-Dec Jan-Dec Jan-Dec
Net sales 402 424 1,584 1,560
EBITA 21 34 117 121
EBITA margin, % 5.2 8.0 7.4 7.8

Net sales for the year rose 2% to SEK 1,584 million (1,560). For comparable units, net sales decreased by 1%. Acquisitions contributed 6%, while currency movements had a negative effect on net sales, by 3%. During the fourth quarter net sales decreased by 5%. The decrease for comparable units was 7%, at the same time that acquisitions contributed 7%. Currency movements had a negative effect on net sales, by 5%.

Following a positive start of the year with good demand in the Finnish market, where the business area conducts most of its business, the trend turned downward starting in the second quarter. The final quarter of the year was also weak, with falling demand. The trend in Finnish industry has been weak across a broad front since the spring, which has had a negative impact on many of the business area's companies. One sector with positive development was the mining industry. The water/wastewater segment, which is highly important for the business area, experienced soft demand during the year as a result of uncertainty associated with structural changes in the municipal sector in Finland.

EBITA for the year decreased by 3% to SEK 117 million (121), corresponding to an EBITA margin of 7.4% (7.8%). Acquisitions made a significant, positive earnings contribution. The fourth quarter was the business area's weakest quarter in terms of earnings and margins. Net sales at the end of the year were hurt by a negative calendar effect at the same time that measures and adaptations in the business area to create conditions for improved profitability led to higher costs.

In early March the company Geotrim Oy was acquired, with annual sales of approximately SEK 100 million.

FLOW TECHNOLOGY

Flow Technology offers components and systems for controlling, measuring, monitoring and regulating flows. The business area includes companies that specialise in various areas of industrial flow technology.

2012 2011 2012 2011
SEK million Oct-Dec Oct-Dec Jan-Dec Jan-Dec
Net sales 555 515 2,015 1,930
EBITA 49 52 186 221
EBITA margin, % 8.8 10.1 9.2 11.5

Net sales for the year totalled SEK 2,015 million (1,930), an increase of 4%. The increase for comparable units was 2%, while acquired growth was also 2%. Currency movements had only a marginal effect on net sales. During the fourth quarter net sales rose 8%. The increase for comparable units was 7%, while acquisitions contributed 2%. Currency movements had a negative effect on net sales, by 1%.

The year began with a growing level of activity, however, the level of continuing business weakened already in the second quarter. The level of domestic and international projects in areas such as water/wastewater systems, energy and chemicals was favourable for most of the year and compensated for the decline in continuing business. During the final quarter of the year, it was also various project deliveries that lifted net sales. One area that has shown particularly weak performance since the summer is the marine segment. The level of vessel newbuilding activity has fallen significantly, which has had a negative impact on the business area.

1 Comparative figures for the business areas in 2011 have been changed as a result of the transfer of companies between the various business areas. For further details, see separate press release issued on 27 April 2012.

EBITA for the year decreased by 16% to SEK 186 million (221), and the EBITA margin was 9.2% (11.5%). The lower EBITA margin is attributable in part to a lower gross margin in association with a greater share of large projects during the year and in part to an increase in overheads.

In January the company Rostfria VA-system i Storfors AB was acquired, with annual sales of approximately SEK 15 million, and in September the company Euroflon Tekniska Produkter AB was acquired, with annual sales of approximately SEK 40 million.

INDUSTRIAL COMPONENTS

Industrial Components offers a wide range of technically advanced components and systems for production and maintenance, and medical technology equipment. The products consist mainly of consumables.

2012 2011 2012 2011
SEK million Oct-Dec Oct-Dec Jan-Dec Jan-Dec
Net sales 405 401 1,531 1,488
EBITA 45 43 165 167
EBITA margin, % 11.1 10.7 10.8 11.2

Net sales for the year rose 3% to SEK 1,531 million (1,488). For comparable units, net sales decreased by 5%. Acquisitions contributed 9%, while currency movements had a negative effect of 1%. During the fourth quarter, net sales rose 1%. For comparable units, net sales decreased by 11% at the same time that acquisitions contributed 13%. Currency movements had a negative effect on net sales, by 1%.

Apart from a temporary stabilisation during the second quarter of the year, the business climate during the year was weak, with a drop in sales for comparable units. Most industrial customer segments felt the effects of the weaker business climate, with the exception of demand for investment goods in the vehicle and automotive industries, which was stable. Some weakness was noted in demand for medical technology equipment.

EBITA for the year decreased by 1% to SEK 165 million (167), corresponding to an EBITA margin of 10.8% (11.2%). Acquisitions made a positive contribution to earnings. Active work on efficiency enhancements and costsaving measures in the business area limited the narrowing margins despite lower net sales for comparable units.

In April the company Rubin Medical AB was acquired, with annual sales of approximately SEK 100 million, in June the company Conroy Medical AB was acquired, with annual sales of approximately SEK 30 million, and in August the company Hydnet AB was acquired, with annual sales of approximately SEK 80 million.

SPECIAL PRODUCTS

Special Products offers specially manufactured niche products, design solutions, aftermarket service and assembly, and special processing. The business area includes companies that conduct a considerable amount of own manufacturing. It is also the Indutrade business area with the highest share of proprietary products.

2012 2011 2012 2011
SEK million Oct-Dec Oct-Dec Jan-Dec Jan-Dec
Net sales 927 833 3,308 3,052
EBITA 156 129 486 452
EBITA margin, % 16.8 15.5 14.7 14.8

Net sales for the year rose 8% to SEK 3,308 million (3,052), with a 5% increase in sales for comparable units. Acquired growth was 5%, while currency movements had a negative effect on net sales, by 2%. During the fourth quarter, net sales rose 11%. The increase for comparable units was 6%, while acquisitions contributed 8%. Currency movements had a negative effect on net sales, by 3%.

The strong demand from the international energy market toward the end of 2011 and start of 2012 stabilised at a high level during the second quarter. For the year as a whole, order intake in this segment exceeded net sales, despite substantial deliveries in the latter part of the year. Aside from the energy sector, the engineering industry is the business area's most important customer segment, where demand during the last quarter of the year was somewhat subdued, as was the situation earlier in the year. Development for the business area's companies in this segment was essentially the same in the Nordic countries as in the rest of Europe.

EBITA increased by 8% to SEK 486 million (452), and the EBITA margin was 14.7% (14.8%). Both the gross margin and overheads were level with the preceding year, despite the larger share of large projects compared with the same period a year ago.

In January, the company Dasa Control System AB was acquired, with annual sales of approximately SEK 50 million, and in March the Swiss company Eco Analytics AG was acquired, with annual sales of SEK 22 million. During the second quarter, the company Topflight AB was acquired, with annual sales of approximately SEK 60 million. In October the company Krämer AG was acquired, with annual sales of approximately SEK 70 million, and in December the company Nolek AB was acquired, with annual sales of approximately SEK 160 million.

Other financial information

FINANCIAL POSITION

Shareholders' equity amounted to SEK 2,290 million (2,064), and the equity ratio was 35% (38%).

Cash and cash equivalents amounted to SEK 243 million (264). In addition to this, the Group had unutilised credit promises of SEK 896 million (710). Interest-bearing net debt amounted to SEK 2,339 million (1,656). The net debt/equity ratio at the end of the year was 102% (80%).

CASH FLOW

Cash flow from operating activities was SEK 519 million (709). Cash flow after net capital expenditures in intangible non-current assets and property, plant and equipment (excluding company acquisitions) was SEK 392 million (570). The lower cash flow is mainly attributable to a higher level of tied up working capital during the year.

CAPITAL EXPENDITURES AND DEPRECIATION

The Group's net capital expenditures, excluding company acquisitions, amounted to SEK 127 million (139). Depreciation of property, plant and equipment amounted to SEK 107 million (102). Investments in company acquisitions amounted to SEK 591 million (467), of which earn-out payments pertaining to previous years' acquisitions amounted to SEK 72 million (117).

EMPLOYEES

The number of employees was 4,086 at the end of the year (3,807). A total of 283 employees were added through acquisitions.

COMPANY ACQUISITIONS AND DIVESTMENTS

The Group has acquired the following companies, which are consolidated for the first time in 2012.

Month acquired Acquisitions Business area Net sales/
SEK m*
No. of
employees*
January Rostfria VA-System i Storfors AB Flow Technology 15 5
Dasa Control Systems AB Special Products 50 27
March Geotrim Oy Engineering & Equipment 100 30
Eco Analytics AG Special Products 22 8
April Rubin Medical AB Industrial Components 100 18
June Conroy Medical AB Industrial Components 30 17
Topflight AB Special Products 60 42
August Hydnet AB Industrial Components 80 10
September Euroflon Tekniska Produkter AB Flow Technology 40 16
October Krämer AG Special Products 70 35
December Nolek AB Special Products 160 75
727 283

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

Further information about company acquisitions can be found on page 15 of this year-end report.

In November, Indutrade sold the company AB Novum, which is active in cables and electrical components. Annual sales of the company, which was part of the Special Products business area, totalled approximately SEK 50 million during the last 12-month period, with 13 employees. The sale had a marginal impact on earnings.

EVENTS AFTER THE END OF THE FINANCIAL YEAR

Effective 1 January 2013, the Indutrade Group is organised in five business areas, instead of four as previously. The change was carried out by splitting away a grouping of companies in the area of Fluids & Mechanical Solutions from the Special Products business area, forming a separate business area. In connection with this, a number of companies have been moved between the Group's various business areas. The motive for the change is to strengthen focus and thus the conditions for continued growth in the Group. Pro forma figures for the 2011 and 2012 financial years according to the new structure are provided on page 19 of this year-end release.

In early January, the acquisition of Thermotech AS (Norway) was completed, with annual sales of approximately SEK 70 million. The company sells products and services in heat treatment, machine service and bolt tension. Customers are mainly in the Norwegian oil and gas industry, both on- and offshore.

In other respects, no significant events for the Group have occurred after the end of the financial year.

TAXES

The Swedish corporate tax rate was lowered from 26.3% to 22% as from 1 January 2013. As a result, the Group received deferred tax revenue of SEK 30 million due to a decrease in deferred tax liabilities.

PARENT COMPANY

The main functions of Indutrade AB are to take responsibility for business development, acquisitions, financing, business control and analysis. The Parent Company's sales, which consist exclusively of intercompany invoicing of services, amounted to SEK 3 million (4) during the year. The Parent Company's financial assets consist mainly of shares in subsidiaries. During the year, the Parent Company acquired shares in four new companies. The Parent Company did not make any major investments in intangible non-current assets or in property, plant and equipment. The number of employees on 31 December was 10 (10).

RISKS AND UNCERTAINTIES

The Indutrade Group conducts business in 25 countries in four world regions, through some 180 companies. This diversification, together with a large number of customers in various industries and a large number of suppliers, mitigates the business and financial risks. Apart from the risks and uncertainties described in Indutrade's 2011 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 report on risks that affect the Group and Parent Company, please see the 2011 Annual Report.

RELATED PARTY TRANSACTIONS

No transactions took place during the year 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 year-end 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 in this report as those used in Indutrade's 2011 Annual Report.

Starting in 2013 the Group will be applying the revised IAS 19 Employee Benefits. This will have a marginal impact on the Group, since the Group already reports actuarial gains and losses in other comprehensive income.

Apart from IAS 19, there are no new IFRSs or IFRIC interpretations that have been adopted by the EU that will be applicable for Indutrade or that will have any material impact on the Group's result of operations or financial position in 2013.

DIVIDEND

The Board proposes a dividend of SEK 7.05 per share (6.75), or SEK 282 million. The proposed dividend is in line with Indutrade's dividend policy to pay out a minimum of 50% of profit after tax over time.

FINANCIAL CALENDAR

  • The 2012 Annual Report will be published in early April 2013.
  • The interim report for the period 1 January–31 March 2013 will be published on 6 May 2013.
  • The Annual General Meeting will be held in Stockholm on 6 May 2013.
  • The interim report for the period 1 January–30 June 2013 will be published on 24 July 2013.
  • The interim report for the period 1 January–30 September 2013 will be published on 5 November 2013

Stockholm, 14 February 2013

Indutrade AB (publ)

Johnny Alvarsson President and CEO

NOTE

The information provided herein is such that Indutrade AB (publ) is obligated to publish pursuant to the Securities Market Act, the Financial Instruments Trading Act, and/or in accordance with the Issuers Rules and Regulations for the Nasdaq OMX Stockholm. Submitted for publication 11 a.m. on 14 February 2013.

FURTHER INFORMATION

For further information, please contact: Johnny Alvarsson, President and CEO, tel: +46 70 589 17 95.

The report will be commented upon as follows:

10

REPORT OF REVIEW OF INTERIM FINANCIAL INFORMATION

Introduction

We have reviewed this report for the period 1 January 2012 to 31 December 2012 for Indutrade AB (publ). The board of directors and the CEO are responsible for the preparation and presentation of this interim report in accordance with IAS 34 and the Swedish Annual Accounts Act. Our responsibility is to express a conclusion on this interim report based on our review.

Scope of Review

We conducted our review in accordance with the Swedish Standard on Review Engagements SÖG 2410, Review of Interim Report Performed by the Independent Auditor of the Entity. A review consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing, ISA, and other generally accepted auditing standards in Sweden. The procedures performed in a review do not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

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

Stockholm, 14 February 2013

PricewaterhouseCoopers AB

Lennart Danielsson Authorised Public Accountant

Indutrade consolidated income statement

  • condensed
2012 2011 2012 2011
SEK million Oct-Dec Oct-Dec Jan-Dec Jan-Dec
Net Sales 2,267 2,158 8,384 7,994
Cost of goods sold -1,492 -1,427 -5,545 -5,268
Gross profit 775 731 2,839 2,726
Development costs -26 -24 -95 -74
Selling costs -410 -389 -1,527 -1,430
Administrative expenses -109 -99 -426 -398
Other operating income and expenses 1 7 6 -2
Operating profit 231 226 797 822
Net financial items -23 -19 -87 -93
Profit after financial items 208 207 710 729
Income Tax -19 -52 -145 -189
Net profit for the period 189 155 565 540
Net profit, attributable to:
Equity holders of the parent company 189 155 565 540
Non-controlling interests 0 0 0 0
189 155 565 540
Earnings per share for the period, attributable
to equity holders of the parent company 1) 4.73 3.88 14.13 13.50
EBITA 260 251 905 917
Operating profit includes:
Amortisation of intangible assets -32 -27 -118 -104
Depreciation of property,
plant and equipment -27 -25 -107 -102

1) Earnings for the period divided by 40,000,000 shares. There is no dilutive effect.

Indutrade consolidated statement of comprehensive income

Net profit for the period 189 155 565 540
Other comprehensive income
Fair value adjustments of hedge instruments -2 -7 -13 -33
Tax attributable to fair value adjustments -1 2 2 9
Actuarial gains/losses -12 15 -12 15
Tax on actuarial gains/losses 2 -5 2 -5
Exchange rate differences 26 -38 -48 -2
Other comprehensive income for the period, 13 -33 -69 -16
net of tax
Total comprehensive income for the period 202 122 496 524
Net profit, attributable to:
Equity holders of the parent company 202 122 496 524
Non-controlling interests 0 0 0 0
2012 2011 2012 2011
Net sales, SEK million Oct-Dec Oct-Dec Jan-Dec Jan-Dec
Engineering & Equipment 402 424 1,584 1,560
Flow Technology 555 515 2,015 1,930
Industrial Components 405 401 1,531 1,488
Special Products 927 833 3,308 3,052
Parent company and Group items -22 -15 -54 -36
2,267 2,158 8,384 7,994
2012 2011 2012 2011
EBITA, SEK million Oct-Dec Oct-Dec Jan-Dec Jan-Dec
Engineering & Equipment 21 34 117 121
Flow Technology 49 52 186 221
Industrial Components 45 43 165 167
Special Products 156 129 486 452
Parent company and Group items -11 -7 -49 -44
260 251 905 917
2012 2011 2012 2011
EBITA margin, % Oct-Dec Oct-Dec Jan-Dec Jan-Dec
Engineering & Equipment 5.2 8.0 7.4 7.8
Flow Technology 8.8 10.1 9.2 11.5
Industrial Components 11.1 10.7 10.8 11.2
Special Products 16.8 15.5 14.7 14.8
11.5 11.6 10.8 11.5
2012 2011
Net sales, SEK million Oct-Dec Jul-Sep Apr-Jun Jan-Mar Oct-Dec Jul-Sep Apr-Jun Jan-Mar
Engineering & Equipment 402 384 418 380 424 409 388 339
Flow Technology 555 491 490 479 515 513 479 423
Industrial Components 405 357 403 366 401 350 366 371
Special Products 927 764 844 773 833 740 788 691
Parent company and Group items -22 -8 -8 -16 -15 -7 -6 -8
2,267 1,988 2,147 1,982 2,158 2,005 2,015 1,816
2012 2011
EBITA, SEK million Oct-Dec Jul-Sep Apr-Jun Jan-Mar Oct-Dec Jul-Sep Apr-Jun Jan-Mar
Engineering & Equipment 21 40 29 27 34 39 29 19
Flow Technology 49 46 53 38 52 71 56 42
Industrial Components 45 41 44 35 43 38 42 44
Special Products 156 105 121 104 129 107 124 92
Parent company and Group items -11 -13 -13 -12 -7 -10 -13 -14
260 219 234 192 251 245 238 183
2012 2011
EBITA-margin, % Oct-Dec Jul-Sep Apr-Jun Jan-Mar Oct-Dec Jul-Sep Apr-Jun Jan-Mar
Engineering & Equipment 5.2 10.4 6.9 7.1 8.0 9.5 7.5 5.6
Flow Technology 8.8 9.4 10.8 7.9 10.1 13.8 11.7 9.9
Industrial Components 11.1 11.5 10.9 9.6 10.7 10.9 11.5 11.9
Special Products 16.8 13.7 14.3 13.5 15.5 14.5 15.7 13.3
11.5 11.0 10.9 9.7 11.6 12.2 11.8 10.1

Indutrade consolidated balance sheet

  • condensed
2012 2011
SEK million 31 Dec 31 Dec
Goodwill 1,190 822
Other intangible assets 1,215 888
Property, plant and equipment 741 706
Financial assets 59 45
Inventories 1,472 1,328
Accounts receivable, trade 1,411 1,263
Other receivables 204 149
Cash and cash equivalents 243 264
Total assets 6,535 5,465
Equity 2,290 2,064
Non-current interest-bearing liabilities and pension liabilities 1,158 837
Other non-current liabilities and provisions 335 255
Current interest-bearing liabilities 1,424 1,083
Accounts payable, trade 586 556
Other current liabilities 742 670
Total equity and liabilities 6,535 5,465

Estimated earn-outs from acquisitions have been reclassified to interest-bearing liabilities. The comparative year has been adjusted.

Indutrade change in group equity

  • condensed
Attributable to equity holders of the parent company
SEK million
2012
Jan-Dec
2011
Jan-Dec
Opening equity 2,062 1,742
Total comprehensive income for the period 496 524
Dividend -2701) -2041)
Closing equity 2,288 2,062
1) Dividend per share for 2011 is SEK 6.75 (5.10).
Equity, attributable to:
Equity holders of the parent company 2,288 2,062
Non-controlling interests 2 2
2,290 2,064

Indutrade consolidated cash flow statement

  • condensed
2012 2011 2012 2011
SEK million Oct-Dec Oct-Dec Jan-Dec Jan-Dec
Cash flow from operating activities
before change in working capital 202 223 720 764
Change in working capital 90 58 -201 -55
Cash flow from operating activities 292 281 519 709
Net capital expenditures in non-current assets -43 -27 -127 -139
Company acquisitions and divestments -212 -18 -572 -467
Change in other financial assets -3 -1 -5 13
Cash flow from investing activities -258 -46 -704 -593
Net borrowings -7 -211 442 134
Dividend paid out - - -270 -204
Cash flow from financing activities -7 -211 172 -70
Cash flow for the period 27 24 -13 46
Cash and cash equivalents at start of period 214 245 264 219
Exchange rate differences 2 -5 -8 -1
Cash and cash equivalents at end of period 243 264 243 264

Key data

2012 2011 2010 2009
Moving 12 mos 31 Dec 31 Dec 31 Dec 31 Dec
Net sales, SEK million 8,384 7,994 6,745 6,271
Sales growth, % 5 19 8 -8
EBITA, SEK million 905 917 703 594
EBITA margin, % 10.8 11.5 10.4 9.5
Operating capital, SEK million 4,629 3,720 3,307 2,763
Return on operating capital, % 22 25 19 18
Return on equity, % 27 29 24 21
Interest-bearing net debt, SEK million 1) 2,339 1,656 1,562 1,119
Net debt/equity ratio, % 102 80 90 68
Net debt/EBITDA, times 2.3 1.6 2.0 1.6
Equity ratio, % 35 38 36 41
Average number of employees 3,939 3,778 3,420 3,122
Number of employees at the end of the period 4,086 3,807 3,444 3,040
Attributable to equity holders of the parent company
Key ratios per share 2)
Earnings per share, SEK 14.13 13.50 10.18 8.53
Equity per share, SEK 57.20 51.55 43.55 41.10
Cash flow from operating activities per share, SEK 12.98 17.73 16.40 13.95

1) Interest-bearing net debt and related key ratios include earn-outs from acquisitions from year-end 2012. Comparative years have been adjusted.

2) Based on 40,000,000 shares which corresponds to the number of shares outstanding during all periods in the table. There is no dilutive effect.

Acquisitions

ACQUISITIONS 2012

All of the shares have been acquired in the Swedish companies Rostfria VA-system i Storfors AB, Dasa Control Systems AB, Rubin Medical AB, Conroy Medical AB, Topflight AB, Hydnet AB, Euroflon Tekniska Produkter AB and Nolek AB; in Eco Analytics AG and Krämer AG (Switzerland); and in Geotrim Oy (Finland).

ENGINEERING & EQUIPMENT

Geotrim Oy, in Helsinki, Finland, supplies instruments, systems and software for geospatial solutions in qualified, satellite-based positioning. The company provides networks with nationwide coverage in Finland. Geotrim Oy has annual sales of approximately SEK 100 million and is consolidated in the Group as from 1 March 2012.

FLOW TECHNOLOGY

Rostria VA-system i Storfors AB, with annual sales of approximately SEK 15 million, is consolidated in the Group as from 1 January 2012. The company supplies pump stations and pipe systems to water treatment plants. Euroflon Tekniska Produkter AB, with annual sales of approximately SEK 40 million, is consolidated in the Group as from 1 September 2012. The company is a supplier of customised metal, PTFE and silicon tubing, compensators and quickconnect fittings.

INDUSTRIAL COMPONENTS

Rubin Medical AB supplies medical technology products with a focus on diabetes therapy in Scandinavia. The company has annual sales of approximately SEK 100 million and is consolidated in the Group as from 1 April 2012. Conroy Medical AB, with annual sales of approximately SEK 30 million, is consolidated in the Group as from 1 June 2012. The company manufactures and sells medical technology products mainly for blood handling. Hydnet AB supplies hydraulic components and industrial shock absorbers from leading manufacturers in hydraulics and motion control. The company has annual sales of approximately SEK 80 million and is consolidated in the Group as from 1 August 2012.

SPECIAL PRODUCTS

Dasa Control Systems AB, with annual sales of approximately SEK 50 million, supplies proprietary advanced control and communication systems for heavy vehicles. The company is consolidated in the Group as from 1 January 2012. Eco Analytics AG, with annual sales of approximately SEK 22 million, is active in gas and water analysis and offers a comprehensive production programme of gas meters for toxic or explosive gases. Eco Analytics AG is consolidated in the Group as from 1 March 2012. Topflight AB develops, manufactures and supplies labelling solutions for industrial use. The company has annual sales of approximately SEK 60 million and is consolidated in the Group as from 1 June 2012. Krämer AG, with annual sales of approximately SEK 70 million, is a leading manufacturer of equipment for the pharmaceutical market and specialises in tablet dedusters and related equipment for pharmaceutical manufacturers. The company is consolidated in the Group as from 1 October 2012. Nolek AB is a leading producer of instruments and machines for leak testing, leak detection and proof testing, with annual sales of approximately SEK 160 million. Nolek AB is consolidated in the Group as from 1 December 2012.

Acquired assets in Rostfria VA-system i Storfors AB, Dasa Control Systems AB, Eco Analytics AG, Geotrim Oy, Rubin Medical AB, Conroy Medical AB, Topflight AB, Hydnet AB, Euroflon Tekniska Produkter AB, Krämer AG and Nolek AB.

Purchase price allocation SEK million

Purchase price, incl. contingent earn-out payment totalling SEK 261 million 943
Book Fair value
Acquired assets value adjustment Fair value
Goodwill - 378 378
Agencies, trademarks, customer relations, licences, etc. 11 413 424
Property, plant and equipment 45 13 58
Financial assets 0 - 0
Inventories 159 5 164
Other current assets 146 - 146
Cash and cash equivalents 163 - 163
Deferred tax liability -18 -100 -118
Interest-bearing loans and pension liabilities -37 -6 -43
Other operating liabilities -229 - -229
240 703 943

Agencies, customer relationships, licences, etc. are amortised over a period of 10-20 years, while trademarks are assumed to have an indefinite lifetime. Trademarks are included in the amount of SEK 32 million.

Indutrade normally uses an acquisition structure entailing a base level of consideration plus a contingent earn-out payment. Initially, the contingent earn-out payments are valued at the present value of the likely outcome, which for the acquisitions made during the year amount to SEK 261 million. The earn-out payments fall due for payment within 1 to 3 years and can amount to a maximum of SEK 280 million. If the conditions are not met, the outcome can be in the range of SEK 0-280 million.

Transaction costs for the acquisitions carried out during the year totalled SEK 2 million (2) and are included in "Other income and expenses" in the income statement. Contingent earn-out payments have been revalued at SEK 9 million (0), including SEK 6 million during the fourth quarter. The income is reported among Other income and expenses in the income statement.

The purchase price allocation calculations for Rostfria VA-system i Storfors AB and Dasa Control Systems AB are definitive. For other acquisitions, the PPA calculations are preliminary. Indutrade regards the calculations as preliminary during the time there is uncertainty about matters such as the outcome of guarantees in the acquisition agreements concerning inventories and trade receivables.

Cash flow impact

Purchase price, incl. contingent earn-out payment 943
Contingent earn-out payments not paid out -261
Cash and cash equivalents in acquired companies -163
Contingent earn-out payments pertaining to previous years' acquisitions 72
Total cash flow impact 591

EFFECTS OF ACQUISITIONS CARRIED OUT IN 2011 AND 2012

SEK million Net Sales EBITA
Business area Oct-Dec Jan-Dec Oct-Dec Jan-Dec
Engineering & Equipment 28 95 2 16
Flow Technology 9 42 -1 2
Industrial Components 51 136 12 23
Special Products 66 146 12 21
Effect on Group 154 419 25 62
Acquisitions carried out in 2011 0 55 0 4
Acquisitions carried out in 2012 154 364 25 58
Effect on Group 154 419 25 62

If all of the acquired units had been consolidated as from 1 January 2012, net sales for the year would have amounted to SEK 8,742 million and EBITA would have amounted to SEK 973 million.

ACQUISITIONS AFTER THE END OF THE REPORTING PERIOD

Thermotech AS ( Norway), with annual sales of approximately SEK 70 million, is consolidated in the Group as from 1 January 2013. Thermotech sells products and services in heat treatment, machine service and bolt tension. Customers are mainly in the Norwegian oil and gas industry, both on- and offshore. The company will be part of Indutrade's Industrial Components business area.

Parent company income statement

  • condensed
2011
Oct-Dec Oct-Dec Jan-Dec Jan-Dec
3 4 3 4
3 4 3 4
-9 -10 -49 -47
0 0 -1 0
-6 -6 -47 -43
-12 -9 -31 -39
281 501 656 767
263 486 578 685
-62 -106 -62 -106
-63 -99 -48 -82
497
0 -1 0 -1
2012
138
2011
281
2012
468

Parent company balance sheet

  • condensed
2012 2011
SEK million 31 Dec 31 Dec
Intangible assets 1 1
Property, plant and equipment 1 1
Financial assets 2,578 2,031
Current receivables 1,719 1,294
Cash and cash equivalent 0 7
Total assets 4,299 3,334
Equity 1,675 1,477
Untaxed reserves 221 160
Non-current interest-bearing liabilities and pension liabilities 837 534
Current interest-bearing liabilities 1,464 1,094
Current noninterest-bearing liabilities 102 69
Total equity and liabilities 4,299 3,334

Estimated earn-outs from acquisitions have been reclassified to interest-bearing liabilities. The comparative year has been adjusted.

PRO FORMA BUSINESS AREAS ACCORDING TO NEW STRUCTURE VALID FROM 1 JAN 2013

Net Sales, SEK Million 2012
Oct-Dec
2011
Oct-Dec
2012
Jan- Dec
2011
Jan-Dec
Engineering & Equipment 339 355 1,325 1,304
Flow Technology 577 543 2,123 2,032
Industrial Components 405 402 1,531 1,489
Special Products 696 613 2,444 2,206
Fluids & Mechanical Solutions 273 263 1,020 1,007
Parent company and Group items -23 -18 -59 -44
2,267 2,158 8,384 7,994
2012 2011 2012 2011
EBITA, SEK Million Oct-Dec Oct-Dec Jan- Dec Jan-Dec
Engineering & Equipment 20 33 105 114
Flow Technology 51 52 196 225
Industrial Components 44 43 165 168
Special Products 124 97 364 320
Fluids & Mechanical Solutions 33 32 125 134
Parent company and Group items -12 -6 -50 -44
260 251 905 917
2012 2011 2012 2011
EBITA margin, % Oct-Dec Oct-Dec Jan- Dec Jan-Dec
Engineering & Equipment 5.9 9.3 7.9 8.7
Flow Technology 8.8 9.6 9.2 11.1
Industrial Components 10.9 10.7 10.8 11.3
Special Products 17.8 15.8 14.9 14.5
Fluids & Mechanical Solutions 12.1 12.2 12.3 13.3
11.5 11.6 10.8 11.5
2012 2011
Net Sales, SEK million Oct-Dec Jul-Sep Apr-Jun Jan-Mar Oct-Dec Jul-Sep Apr-Jun Jan-Mar
Engineering & Equipment 339 320 341 325 355 332 321 296
Flow Technology 577 516 524 506 543 539 504 446
Industrial Components 405 357 403 366 402 350 367 370
Special Products 696 564 632 552 613 548 563 482
Fluids & Mechanical Solutions 273 240 257 250 263 243 270 231
Parent company and Group items -23 -9 -10 -17 -18 -7 -10 -9
2,267 1,988 2,147 1,982 2,158 2,005 2,015 1,816
2012 2011
EBITA, SEK million Oct-Dec Jul-Sep Apr-Jun Jan-Mar Oct-Dec Jul-Sep Apr-Jun Jan-Mar
Engineering & Equipment 20 36 24 25 33 36 26 19
Flow Technology 51 48 57 40 52 73 57 43
Industrial Components 44 41 45 35 43 39 42 44
Special Products 124 76 91 73 97 79 86 58
Fluids & Mechanical Solutions 33 30 31 31 32 29 40 33
Parent company and Group items -12 -12 -14 -12 -6 -11 -13 -14
260 219 234 192 251 245 238 183
2012 2011
EBITA margin, % Oct-Dec Jul-Sep Apr-Jun Jan-Mar Oct-Dec Jul-Sep Apr-Jun Jan-Mar
Engineering & Equipment 5.9 11.3 7.0 7.7 9.3 10.8 8.1 6.4
Flow Technology 8.8 9.3 10.9 7.9 9.6 13.5 11.3 9.6
Industrial Components 10.9 11.5 11.2 9.6 10.7 11.1 11.4 11.9
Special Products 17.8 13.5 14.4 13.2 15.8 14.4 15.3 12.0
Fluids & Mechanical Solutions 12.1 12.5 12.1 12.4 12.2 11.9 14.8 14.3

11.5 11.0 10.9 9.7 11.6 12.2 11.8 10.1

Definitions

Earnings per share Net profit for the period divided by the average number of shares outstanding.
EBITA Operating profit before amortisation of intangible assets arising in connection with
company acquisitions (Earnings Before Interest, Tax and Amortisation).
EBITA margin EBITA as a percentage of net sales for the period.
EBITDA Operating profit before depreciation and amortisation (Earnings Before Interest,
Tax, Depreciation and Amortisation).
Equity per share Equity divided by the number of shares outstanding.
Equity ratio Shareholders' equity as a percentage of total assets.
Gross margin Gross profit divided by net sales.
Interest-bearing net debt Borrowings including pension liability and estimated earn-outs from acquisitions,
less cash and cash equivalents.
Net capital expenditures Purchases less sales of intangible 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.
Operating capital Interest-bearing net debt and shareholders' equity.
Return on equity Net profit for the period divided by average equity per quarter.
Return on operating capital EBITA as a percentage of average operating capital per quarter.

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 through the offering of an efficient sales organisation with high technical expertise and well developed customer relations.

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 five business areas:

Engineering & Equipment, Flow Technology, Fluids & Mechanical Solutions, Industrial Components and Special Products.

The Group's financial targets (per year across a business cycle) are to grow by 10%, to attain a minimum EBITA margin of 10% and a return on operating capital exceeding 25%.

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