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Nordic Waterproofing Holding

Earnings Release Jul 17, 2024

3089_ir_2024-07-17_a6238975-8c85-425a-921b-2a3a7e3340f1.pdf

Earnings Release

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SECOND QUARTER IN LINE WITH EXPECTATIONS, SOLID PERFORMANCE IN DENMARK AND SWEDEN

SECOND QUARTER 2024

  • Consolidated net sales decreased by -7 percent to SEK 1,196 m (1,292), of which acquisitions 1 percent, currency effects 0 percent and organic development -8 percent
  • Net sales in Product & Solutions amounted to SEK 927 m (1,001) and in Installation Services to SEK 316 m (350)
  • Gross profit decreased to SEK 337 m (349), gross margin increased to 28.2% (27.0%)
  • EBITDA decreased to SEK 168 m (186), EBITDA margin decreased to 14.0% (14.4%)
  • Operating profit (EBIT) decreased to SEK 131 m (143), EBIT margin decreased to 10.9% (11.0%)
  • ROCE amounted to 9.7 percent (10.2)
  • Cash flow from operating activities amounted to SEK 126 m (157)
  • Earnings per share before and after dilution were SEK 3.70 (4.34) and SEK 3.69 (4.31), respectively

JANUARY - JUNE 2024

  • Consolidated net sales decreased by -9 percent to SEK 1,999 m (2,203), of which acquisitions 1 percent, currency effects 0 percent and organic development -10 percent
  • Net sales in Product & Solutions amounted to SEK 1,554 m (1,702) and in Installation Services to SEK 518 m (590)
  • Gross profit decreased to SEK 528 m (550), gross margin increased to 26.4% (25.0%)
  • EBITDA decreased to SEK 185 m (216), EBITDA margin decreased to 9.2% (9.8%)
  • Operating profit (EBIT) decreased to SEK 110 m (131), EBIT margin decreased to 5.5% (5.9%)
  • Cash flow from operating activities amounted to SEK 43 m (99)
  • Earnings per share before and after dilution were SEK 2.66 (3.50) and SEK 2.65 (3.48), respectively
THE OLD DE DIA
A B - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Amounts in SEKm unless otherwise stated Q2 2024 Q2 2023 Change 6M 2024 6M 2023 Change R12 2024 12M 2023 Net sales 1,196 1,292 -7% 1,999 2,203 -9% 4,259 4,463 Gross profit 337 349 -3% 528 550 -4% 1,092 1,114 Gross margin %* 28.2% 27.0% 1.2pp 26.4% 25.0% 1.4pp 25.6% 25.0% EBITDA* 168 186 -10% 185 216 -15% 433 464 EBITDA margin, %* 14.0% 14.4% -0.4pp 9.2% 9.8% -0.6pp 10.2% 10.4% EBIT 131 143 -8% 110 131 -16% 272 293 EBIT margin, %* 10.9% 11.0% -0.1pp 5.5% 5.9% -0.5pp 6.4% 6.6% Return on capital employed, %* n/a n/a n/a n/a n/a n/a 9.7% 10.2% Net profit 89 103 -14% 62 81 -24% 187 206 Cash flow from operating activities 126 157 -20% 43 99 -56% 447 503 Net debt* 881 1,131 -22% 881 1,131 -22% 881 749 Earnings per share before dilution, SEK 3.70 4.34 -15% 2.66 3.50 -24% 8.01 8.85 Earnings per share after dilution, SEK 3.69 4.31 -14% 2.65 3.48 -24% 7.98 8.80

Unless otherwise stated, figures within parentheses refer to the preceding year or the corresponding period in the preceding year in respect of income statement and/or cash flow

items and the end of the preceding year in respect of balance sheet items.

*For definitions and reconciliations of financial and alternative key performance indicators, please see page 23.

Conference call

A conference call for investors, analysts and media will be held today, 17 July 2024, at 10:00 am CEST and can be joined online on https://events.teams. microsoft.com/event. Presentation materials will be available on Nordic Waterproofing's websiteone hour before the call.

To participate from computer, use link above or via MS Teams with meeting id 317 002 736 141 and passcode: EZvcTM.

To participate via phone, please use conference id 537 439 893# on any of below numbers:

From Sweden: +46 8 502 428 90
From Denmark: +45 32 72 66 61
From United Kingdom: +44 20 7660 8326
From Finland: +358 9 85 626 548

SECOND QUARTER IN LINE WITH EXPECTATIONS, SOLID PERFORMANCE IN DENMARK AND SWEDEN

Consolidated net sales in the second quarter decreased to SEK 1,196 million from SEK 1,292 million last year. Impact from acquisitions was 1 percent, currency had no impact and organic development was -8 percent. Organic development was -7 percent in Products & Solutions and -12 percent in Installation Services.

EBIT for the second quarter decreased to SEK 131 million, compared to SEK 143 million last year. Products & Solutions managed to maintain it's operating profit and improve margins. Installation Services had a negative impact from the harder market situation in Finland.

ROCE now stands at 9.7 percent (10.2). Cash flow from operating activities amounted to SEK 126 M (157), the reduction from previous year is explained by a normal seasonal increase in inventory this year, versus a decrease last year when we started the year with high inventory levels.

Our expectation for commercial new build and renovation demand remains on current level for the remainder of this year. Residential new build will remain depressed in the near future with the exception of Denmark. In 2025 we expect more favorable market conditions on our main markets with the exception of Finland where overall market conditions are expected to be unchanged. We have continued to execute cost efficiency programs where applicable during the quarter.

PRODUCTS AND SOLUTIONS

The Products & Solutions operating segment decreased Net Sales by -7 percent (-2) to SEK 927 M (1,001). Impact from acquisitions was 0 percent (2), currency translation effects were 0 percent (3) and organic development was -7 percent (-8).

The Bitumen-based waterproofing business in Sweden had a 6 percent increase in Net Sales, Denmark managed to maintain sales on par with last year while Norway and Finland saw a negative development.

SealEco, our synthetic rubber waterproofing business, had a slight negative sales development with improved margins. Cost development has been closely monitored in the business unit and reductions made to adapt to the new market situation.

In our prefabricated wooden elements business, Taasinge Denmark had sales above last year's level while Norway had a negative sales development. Kerabit Kattoelementit in Finland had a slight negative sales development. The Taasinge group in total had a negative margin development. As part of the restructuring program, management changes have been made in March in the Norwegian entity and in July in the Danish main entity. Order books are on good levels in Denmark and Finland.

Sales development of our green infrastructure businesses, sold under the brand Veg Tech, had a negative development on all three markets mainly explained by weaker markets for roof parks, while operating result clearly improved over last year.

Martin Ellis, President and CEO

Jan-Jun 2024

Net sales: SEK 1,999 m (2,203)

EBITDA: SEK 185 m (216) 9.2% (9.8%)

EBIT: SEK 110 m (131) 5.5% (5.9%)

ROCE (R12): 9.7% (10.2%)

In 2025 we expect more favorable market conditions on our main markets with the exception of Finland where overall market conditions are expected to be unchanged. ""

INSTALLATION SERVICES

The Installation Services operating segment decreased by -10 percent (20) to SEK 316 M (350). The impact from acquisitions was 2 percent (24), currency translation effects were 0 percent (7), organic development was -12 percent (-11).

In Finland, which represents the largest part of our Installation Services, we saw lower margins as a consequence of the weaker market situation. The entity performing flooring on cruise ships and industries showed excellent performance.

In Norway we had a negative sales development while operational result improved.

In Denmark, our franchise companies reported lower operating profit, explained by weaker results from two units, while maintaining a strong order book. The entities in Sweden had a positive operating result in the quarter.

POSITIONED FOR EXPANSION

We continue to be well positioned with a solid balance sheet. As and when opportunities emerge, we shall be able to further expand the Group in accordance with our strategic plan.

Helsingborg, 17 July 2024

Martin Ellis, President and CEO

THE GROUP

NET SALES

Consolidated net sales for the second quarter decreased with -7 percent to SEK 1,196 m (1,292). Organic development was -8 percent (-9), impact from acquisitions was 1 percent (8) and no currency translation effects (4). Consolidated net sales for the period January – June decreased with -9 percent to SEK 1,999 m (2,203). Organic development was -10 percent, impact from acquisitions was 1 percent and no currency translation effects (4).

Sales in Denmark increased by 2 percent compared with the corresponding period in the preceding year, sales of bitumen based waterproofing had a slightly negative development and prefabricated wooden elements showed growth. Organic development was 2 percent, acquisitions and currency changes were neutral. In Sweden sales were neutral. Sales in Norway decreased by -24 percent whereof organic development was -24 percent and currency changes had a negative impact with 1 percent. In Finland sales decreased by -12 percent in the quarter whereof impact from acquisitions was 0 percent, organic development was -12 percent and currency translation effects were neutral. Sales to other countries in Europe decreased with -10 percent in the quarter.

OPERATING PROFIT (EBIT), EBITDA AND ROCE

Operating profit (EBIT) for the second quarter decreased to SEK 131 m (143) and the EBIT margin decreased to 10.9 percent (11.0).

The decline in operating profit is mainly explained by lower volumes. The EBIT margin is overall at an unchanged level, but improved in Product & Solutions, while it decreased in Installation Services. Operating profit (EBIT) for the period January - June decreased to SEK 110 m (131) and the EBIT margin decreased to 5.5 percent (5.9).

EBITDA for the second quarter decreased to SEK 168 m (186) and the EBITDA margin decreased to 14.0 percent (14.4). EBITDA for the period January - June decreased to SEK 185 m (216) and the EBIT margin decreased to 9.2 percent (9.8).

Return on capital employed (ROCE) on a rolling 12 months basis was 9.7 percent (10.2) after the first second, being below our long-term financial target of 13.0 percent. The reduction is mainly explained by the decreased profitability.

Q2 2024 Q2 2024 Q2 2023 Q2 2023 6M 2024 6M 2024 6M 2023 6M 2023
Analysis of net sales (%) (MSEK) (%) (MSEK) (%) (MSEK) (%) (MSEK)
Previous period 1,292 1,255 2,203 2,167
Organic growth -8% -107 -9% -112 -10% -228 -9% -204
Structural effects 1% 8 8% 95 1% 19 7% 161
Currency effects 0% 3 4% 54 0% 5 4% 80
Current period -7% 1,196 3% 1,292 -9% 1,999 2% 2,203

NET FINANCIAL ITEMS

Net financial items for the second quarter of 2024 amounted to SEK -16 m (-9). The negative development is mainly explained by increased interest cost that had a negative impact of SEK -13 M (-11).

Net financial items for the period January - June amounted to SEK -30 m (-23). The negative development is mainly explained by increased interest cost that had a negative impact of SEK -24 M (-20).

Net finance items, SEKm

PROFIT OR LOSS BEFORE AND AFTER TAX

The profit before tax for the second quarter amounted to SEK 115 m (133) and profit after tax amounted to SEK 89 m (103). The effective tax rate was 22.8 percent in the quarter.

The profit before tax for the period January - June amounted to SEK 80 m (108) and profit after tax amounted to SEK 62 m (81). The effective tax rate was 22.7 percent.

CASH FLOW

Cashflow from operating activities during the second quarter was SEK 126 m (157). The cash flow was negatively affected by a changes in working capital.

Cash flow from investing activities during the second quarter was -19 m (-41).

Cash flow from financing activities during the second quarter was SEK-34 m (-104). During the second quarter a cash dividend was paid to the shareholders in the amount of SEK -120 m (-167) and a loan of SEK 100 m (90) was established. No options for shares in subsidiaries were paid out during the quarter (-15).

INVESTMENTS AND DEPRECIATIONS

Gross investments excluding acquisitions during the second quarter of 2024 amounted to SEK 22 m (22), while depreciation amounted to SEK -14 m (-15). Right-of-use depreciations relating to IFRS 16 amounts to SEK -14 m (-17). Amortizations of intangible assets amounted to SEK -9 m (-11), primarily consisting of amortizations of customer relations in the acquired companies.

Gross investments excluding acquisitions during January - June 2024 amounted to SEK 41 m (44), while depreciation amounted to SEK -27 m (-29). Right-of-use depreciations relating to IFRS 16 amounts to SEK -28 m (-33). Amortizations of intangible assets amounted to SEK -20 m (-22), primarily consisting of amortizations of customer relations in the acquired companies.

FINANCIAL POSITION AND LIQUIDITY

Nordic Waterproofing's principal external financing agreement was extended during the quarter by 12 months and runs until June 2026. It contains a EUR 75.0 m (75.0) term loan facility and a EUR 40.0 m (40.0) revolving loan facility, of which EUR 14.4 m is allocated to the Group cash pool overdraft facility. The loan and credit facilities bear variable interest and run without requiring repayment in instalments. The financing agreement contains financial covenants that are monitored and followed up on a quarterly basis. At the end of the second quarter Nordic Waterproofing is compliant with the covenants as per the facility agreement.

The consolidated interest-bearing net debt amounted to SEK 854 m at the end of the period, compared with SEK 724 m at the end of 2023 and SEK 1,081 m at the end of corresponding period in the preceding year. The increase in net debt of SEK 130 m compared to the end of 2023 is mainly explained by the fact that the first quarter has a seasonally weak cash flow from operating activities.

Consolidated cash and cash equivalents amounted to SEK 155 m (349) at the end of the period. SEK 0 m (0) of the Group's total overdraft facility of SEK 164 m (160) was utilized at the end of the quarter.

Indebtedness calculated as net interest-bearing debt/EBITDA during the most recent twelve-month period was 2.0x (1.6x) at the end of the period, and the net debt/equity ratio was 0.5x (0.4x).

PLEDGED ASSETS AND CONTINGENT LIABILITIES

There were no significant changes during the period.

Cash flow from operating activities, SEKm

Investments, SEKm

Interest-bearing net debt, SEKm

RISKS AND UNCERTAINTIES

Nordic Waterproofing's business is subject to various risks, which can be divided into operating, financial and external risks. Operating risks include liability under warranties and product liability, key employees, disruptions in production, IT systems, intellectual property rights, product development, restructuring, acquisitions and integration, insurance, and corporate governance. Financial risks primarily include changes in exchange rates and interest rates, and risks relating to losses in respect of accounts receivable, liquidity risk, the capacity to raise capital, financial credit risk and risks relating to goodwill. External risks include risks relating to market trends, competition, prices of raw materials, political decisions, legal disputes, tax risks, environmental risks, and weather conditions.

The consequences of the increased interest rates and a decrease in the market for new built construction as well as maintenance is being closely followed by the company to mitigate the impact from these events as much as possible.

The management of risk at Nordic Waterproofing is based on a structured process for continually identifying and assessing risks, their likelihood, and their potential impact on the Group. The focus is on identifying controllable risks and managing the risks to reduce the overall risk level for the business.

On the 29 April 2020 the Danish Competition and Consumer Authority (Konkurrence- og Forbrugerstyrelsen) decided to finally close the investigation of the roofing felt market. By the decision, the Council closed the whole matter without taking any further steps. Related to this, three local competitors have raised claims for financial losses allegedly incurred by them. The first case was up in court in December 2021 and verdict was delivered on 16 February 2022 in favour of Nordic Waterproofing. Verdict in the remaining two cases was delivered on 7 May 2022 in favour of Nordic Waterproofing. Both latter two losing parties appealed the court's decision, however one of them has been closed due to bankruptcy and only one counterpart remains.

In the opinion Nordic Waterproofing, the situation remains that there are no grounds for these claims and no provisions have been made.

The risks are further described in the Group's 2023 Annual Report.

SIGNIFICANT EVENTS DURING THE PERIOD

• On 27 April the annual general meeting was held and decided to among other decisions, distribute a dividend of SEK 5.00 per share. More information about the meeting can be found on our webpage.

SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD

• No significant events have occurred since the end of the reporting period.

FINANCIAL TARGETS

Nordic Waterproofing's ambition is to create value for the society and the environment, but the Group's financial targets also aims to create value for shareholders and other stakeholders based on a business model with clear financial targets. The three financial targets growth, profitability and debt/equity ratio are approved by the Board, which will contribute to our fourth target; the dividend policy. The underlying objective of the targets is to create long-term value for our shareholders, strengthen our financial position and enable the Group's future strategic investments. In the spring of 2019, the Group's financial targets were revised, which were confirmed in December 2023. This resulted in the following financial targets adopted by the Board for the Group:

Financial targets Outcome 6M 2024
Nordic Waterproofing aims to
exceed the average growth in the
group's current markets through
organic growth. In addition, the
group expects to grow through
selective acquisitions.
In the first 6 months of 2024,
organic growth amounted to -8
percent and growth through
acquisitions was 1 percent. It is
our view that this is in line with or
above growth in our main
markets.
Nordic Waterproofing's target is to
generate a return on capital
employed (ROCE) exceeding 13
percent for the financial year.
At the end of Q2 2024, the return
on capital employed (ROCE) was
9.7%.
Interest-bearing net debt in rela
tion to EBITDA must not exceed 3
times at the end of the year.
At the end of Q2 2024, this ratio
was 2.0 times.
Nordic Waterproofing aims to have
an annual dividend of more than 50
percent of its net profit. The divi
dend proposal is based on the
group's financial position, invest
ment needs, liquidity position and
general economic and business
conditions.
At the annual general meeting in
April 2024, it was decided to pay
an ordinary dividend of SEK 5.00
(58% of the year's profit in 2023).

THE PARENT COMPANY

The parent Company, Nordic Waterproofing Holding AB, is a holding company that does not conduct any business. The parent company's earnings primarily reflect the revenues and costs for joint Group services and deductions for salaries, other remuneration and compensation, and similar expenses. The average number of employees in the parent company has been 1 (1).

INCENTIVE PROGRAMS

The Company has established three incentive programs ("LTIP 2022", "LTIP 2023" and "LTIP 2024"). The total cost, including social security charges, is estimated to be SEK 10-14 m for each program, during the period of the program, under the assumption of an average annual growth of operating profit (EBIT) before items affecting comparability of 10 percent. No new shares will be issued in the Company due to the programs. However, the Company will acquire treasury shares in order to secure the provision of shares and to secure and cover social security charges. The costs for the programs are expected to have a marginal effect on Nordic Waterproofing Group's key ratios. The maximum number of shares that can be granted under the LTIP 2022, LTIP 2023 and LTIP 2024 are 68,797, 74,151 and 87,647 respectively, considering persons having left the Company. During the quarter, LTIP 2021 has been completed and 18,874 shares have been distributed to the program's participants, 1,414 shares remain to be distributed. As per 30 June 2024, Nordic Waterproofing Holding AB owns itself 73,337 (95,723) treasury shares.

Treasury shares 2024 2023
Owned treasury shares as per 1 January 91,946 84,097
Distributed shares in LTIP 2021 (2020) -18,609 -81,175
Acquired treasury shares - 92,801
Treasury shares as per 30 June 73,337 95,723

SHARES AND SHARE CAPITAL

As per 30 June 2024, the share capital amounted to SEK 24,084 thousand and the total number of issued shares were 24,083,935 The Company has one (1) class of shares. Each share entitles the holder to one vote at general meetings.

As per 30 June 2024, Nordic Waterproofing Holding AB had ca 3 300 shareholders and owns itself 73,337 treasury shares (0.3 percent of the total number of issued shares) following the share buyback program in connection with the long-term incentive programs.

There have not been any changes in number of issued shares and share capital during the first quarter of 2024. As a consequence of the distribution of shares from LTIP 2021 the number of treasury shares has been reduced from 91,946 to 73,337 shares.

OWNERSHIP STRUCTURE

The number of shareholders has during the quarter decreased with ca 300, from 3,600 to ca 3 300. The largest shareholders in Nordic Waterproofing Holding AB, as per 30

June 2024, are stated below.

Owner Number of
shares
Capital,
%
Votes,
%
Kingspan Group PLC 8,597,950 35.7% 35.8%
Samson Rock Capital LLP 3,638,638 15.1% 15.2%
TFG Asset Management 3,000,000 12.5% 12.5%
Fidelity International (FIL) 1,203,072 5.0% 5.0%
Dimensional Fund Advisors 532,853 2.2% 2.2%
Carnegie Funds 454,530 1.9% 1.9%
Canaccord Genuity Wealth Management 402,471 1.7% 1.7%
DNCA Finance S.A 265,660 1.1% 1.1%
Avanza Pension 221,754 0.9% 0.9%
Martin Ellis 215,659 0.9% 0.9%
Total 10 largest shareholders 18,532,587 76.9% 77.2%
Other shareholders 5,478,011 22.7% 22.8%
Total number of votes 24,010,598 99.7% 100.0%
Treasury shares 73,337 0.3% n/a
Total number of shares 24,083,935 100.0% n/a

Source: Monitor by Modular Finance AB. Compiled and processed data from various sources, including Euroclear, Morningstar and the Swedish Financial Supervisory Authority. Holdings with depositories are reported as "other shareholders".

OPERATING SEGMENTS PRODUCTS AND SOLUTIONS

NET SALES

Net for the second quarter of 2024 decreased by -7 percent compared with the corresponding period in the preceding year, amounting to SEK 927 m (1,001). Organic development was -8 percent, the impact from acquisitions was 0 percent and currency translation effects were 0 percent.

Sales in Denmark increased by 2 percent compared to the corresponding period in the preceding year, whereof 2 percent organic, acquisitions and currency effects were neutral.

Sales in Finland decreased with -28 percent compared to corresponding period in the preceding year, whereof organic decrease was -28 percent, acquisitions and currency effects were neutral.

Sales in Sweden decreased by -3 percent while sales in Norway decreased by -19 percent whereof organic sales development was -20 percent and currency effects had a an impact with 1 percent. Sales in other countries in Europe decreased by -10 percent in the quarter.

OPERATING PROFIT (EBIT) AND EBITDA

Operating profit (EBIT) for Products & Solutions for the second quarter 2024 decreased and amounted to SEK 129 m (132). The EBIT margin was 14.0 percent (13.2). Operating profit (EBIT) for the first six months 2024 increased and amounted to SEK 160 m (154). The EBIT margin was 10.3 percent (9.0).

EBITDA amounted to SEK 158 m (165) and the EBITDA margin was 17.0 percent (16.5) in the second quarter. EBITDA for the first six months 2024 amounted to SEK 218 m (217) and the EBITDA margin was 14.1 percent (12.8).

Currency effects 0% 2 3% 33 0% 4 3% 51
Current period -7% 927 -2% 1,001 -9% 1,554 -5% 1,702

EBITDA, SEKm and EBITDA % (R12)

Analysis of net sales, Q2 2024 Q2 2024 Q2 2023 Q2 2023 6M 2024 6M 2024 6M 2023 6M 2023 Product & Solutions (%) (MSEK) (%) (MSEK) (%) (MSEK) (%) (MSEK) Previous period 1,001 1,021 1,702 1,794 Organic growth -8% -76 -8% -79 -9% -152 -10% -184 Structural effects 0% 0 2% 25 0% 0 2% 40

OPERATING SEGMENTS INSTALLATION SERVICES

NET SALES

Business in this operating segment is primarily conducted in Finland, through a part-owned company in Norway, through the non-consolidated franchise companies in Denmark and through a wholly-owned subsidiary in Sweden. Net sales for the second quarter of 2024 decreased by -10 percent compared with the corresponding period in the preceding year, amounting to SEK 316 m (350). Organic development was -12 percent, the impact from acquisitions was 2 percent and currency translation effects were neutral.

Sales in Finland decreased with -7 percent consisting of -7 percent organic, acquisitions and currency effects were neutral. Sales in Norway decreased with -47 percent consisting of -48 percent organic and positive currency effects with 1 percent. Sales in Sweden has mainly been generated from acquisitions.

OPERATING PROFIT (EBIT) AND EBITDA

Operating profit (EBIT) for Installation Services for the second quarter amounted to SEK 12 m (22). The EBIT margin was 3.9 percent (6.2) in the quarter. Operating profit (EBIT) for the first six months 2024 amounted to SEK -20 m (0). The EBIT margin for the first six months 2024 was -3.8 percent (0.0).

EBITDA amounted to SEK 20 m (32) and the EBITDA margin was 6.5 percent (9.1) in the second quarter. EBITDA for the first six months 2024 amounted to SEK -3 m (20) and the EBITDA margin was -0.7 percent (3.5).

Analysis of net sales, Q2 2024 Q2 2024 Q2 2023 Q2 2023 6M 2024 6M 2024 6M 2023 6M 2023
Installation Services (%) (MSEK) (%) (MSEK) (%) (MSEK) (%) (MSEK)
Previous period 350 291 590 462
Organic growth -12% -42 -11% -32 -16% -92 -5% -22
Structural effects 2% 8 24% 70 3% 19 26% 121
Currency effects 0% 0 7% 21 0% 1 6% 29
Current period -10% 316 20% 350 -12% 518 28% 590

Net Sales, SEKm

SUSTAINABILITY WITHIN NORDIC WATERPROOFING

ENVIRONMENTAL

Climate change

Four students from IIIEE, Lunds University have finalized a study for Nordic Waterproofing AB on the topic: 'Achieving carbon neutrality'. With a focus on scope 1, 2 and 3, they examined our current work and our projects to give us good advises to be carbon neutrality in 2050. This has resulted in a report that confirmed to us that we are on the right track and have initiated the right measures for scope 1 and 2. Scope 3 containing raw materials and transport presents greater challenges. Here again, the students confirm that we are working on the right stuff, but it is challenging. This is the second projects in collaboration with LTH and Sustainalink.

Energy production

The installation of 115 MWh solar panels at the Kerabit factory in Finland is finalised. The installation will beside producing own energy also act as a case study to investigate if the colour of the roofing felt or a green roof has impact on the productivity. Thin solar film is also installed on the roof. Energy consumption

The heat exchanger installed end last year in our Finnish Kerabit factory have shown savings in line with our expectations and makes us independent of gas for production of roofing felt. The savings in energy consumption from March to May were around 23%, expecting to decrease in summertime.

EPD – Environmental Product Declaration

Taasinge Elements published two new EPDs for roofing and facing elements in March. Kerabit published nine new EPDs from January to June. The Group has in total published 28 EPDs covering 54 products which represent close to 75% of our business in Products and Solutions.

Climate mitigation

Distripond, a unit within SealEco, continues to replace all diesel forklifts by electrical ones.

SOCIAL

Employees

The average number of employees in the Group (expressed as full-time equivalents) amounted to 1,349 (1,353) in the second quarter of 2024.

Workplace accidents

During the second quarter, there were 4 (13) accidents resulting in more than eight hours of absence.

Number of accidents resulting in more than 8 hours of absence

R12 number of accidents per million work hours

ESG education

Taasinge Elements has increased the focus on ESG competences, and all relevant employees have been educated in EPDs and LCAs and followed Sustainability Lead in DGNB-courses (a certification system that evaluates and supports sustainable building projects in different phases of their life cycle).

GOVERNANCE

The Group has established a number of different policy documents at both central and local level. These are evaluated regularly and any need for updates is identified and implemented.

The Whistleblower function

The Group has an established whistleblower policy and information about this can be found on our website.

Further information about the Group's sustainability work can be found in the Annual Report for 2023 and on our website.

QUATERLY DATA, IFRS AND ALTERNATIVE MEASURE

Key figures (SEKm) Q2
2024
Q1
2024
Q4
2023
Q3
2023
Q2
2023
Q1
2023
Q4
2022
Q3
2022
Net sales 1,196 804 1,048 1,212 1,292 911 1,045 1,132
EBITDA* 168 17 89 159 186 30 114 162
EBITDA margin, %* 14.0% 2.1% 8.5% 13.1% 14.4% 3.3% 10.9% 14.3%
Operating profit (EBIT) 131 -21 47 115 143 -11 66 128
EBIT margin, %* 10.9% -2.6% 4.5% 9.5% 11.0% -1.3% 6.3% 11.3%
ROCE (R12), %* 9.7% 10.0% 10.2% 10.8% 11.4% 13.1% 16.1% 16.6%
Net profit 89 -27 44 82 103 -22 47 104
Cash flow from operating activities 126 -83 255 149 157 -58 93 244
Cashflow from operating activities (R12)* 447 478 503 341 437 317 360 358
Operating cash conversion (R12), %* 103% 106% 108% 70% 89% 61% 62% 63%
Interest-bearing net debt* 854 834 724 940 1,081 997 844 861
Net debt* 881 861 749 985 1,131 1,058 912 895
Earnings per share before dilution, SEK 3.70 -1.04 1.86 3.49 4.34 -0.84 2.00 4.34
Earnings per share after dilution, SEK 3.69 -1.04 1.85 3.47 4.31 -0.83 2.00 4.32

* For definitions and reconciliations of financial and alternative key performance indicators, please see page 23

Net sales by segment (SEKm) Q2
2024
Q1
2024
Q4
2023
Q3
2023
Q2
2023
Q1
2023
Q4
2022
Q3
2022
Products & Solutions 927 627 718 860 1,001 701 756 831
Installation Services 316 202 364 398 350 239 325 337
Group Items & Eliminations -47 -26 -34 -46 -59 -29 -35 -37
Total 1,196 804 1,048 1,212 1,292 911 1,045 1,132
Net sales by country (SEKm) Q2
2024
Q1
2024
Q4
2023
Q3
2023
Q2
2023
Q1
2023
Q4
2022
Q3
2022
Sweden 273 142 203 224 272 146 193 203
Norway 124 92 129 155 162 146 181 177
Denmark 273 229 231 242 267 237 230 251
Finland 353 200 375 453 401 233 321 346
Europe 170 138 110 137 189 147 119 153
Rest of world 2 3 -0 1 1 3 2 2
Total 1,196 804 1,048 1,212 1,292 911 1,045 1,132
EBITDA by segment (SEKm) Q2
2024
Q1
2024
Q4
2023
Q3
2023
Q2
2023
Q1
2023
Q4
2022
Q3
2022
Products & Solutions 158 61 78 134 165 52 72 135
Installation Services 20 -24 25 35 32 -12 45 37
Group Items & Eliminations -10 -20 -14 -11 -11 -11 -4 -10
Total 168 17 89 159 186 30 114 162
Q2 Q1 Q4 Q3 Q2 Q1 Q4 Q3
EBIT by segment (SEKm) 2024 2024 2023 2023 2023 2023 2022 2022
Products & Solutions 129 31 47 102 132 22 35 111
Installation Services 12 -32 16 24 22 -22 36 28
Group Items & Eliminations -11 -20 -15 -11 -11 -11 -5 -11

Total 131 -21 47 115 143 -11 66 128

MANAGEMENT'S STATEMENT

The Board of Directors and the President give their assurance that this interim report provides a true and fair view of the Group's and the Parent Company operations, position and earnings, as well as describing significant risks and uncertainties faced by the Parent Company and the other business units forming the Group.

Helsingborg, 17 July 2024

CEO

Martin Ellis President and CEO

Board of Directors

Mats O. Paulsson Chairman

Hannele Arvonen

Steffen Baungaard

Riitta Palomäki

Hannu Saastamoinen

This interim report has not been reviewed by the company's auditor.

CONDENSED CONSOLIDATED KEY FIGURES

Amounts in SEKm unless otherwise stated Q2 2024 Q2 2023 6M 2024 6M 2023 R12 2024 12M 2023
Net sales 1,196 1,292 1,999 2,203 4,259 4,463
Gross profit 337 349 528 550 1,092 1,114
EBITDA* 168 186 185 216 433 464
Operating profit (EBIT) 131 143 110 131 272 293
Net profit 89 103 62 81 187 206
Gross margin, %* 28.2% 27.0% 26.4% 25.0% 25.6% 25.0%
EBITDA margin, %* 14.0% 14.4% 9.2% 9.8% 10.2% 10.4%
EBIT margin, %* 10.9% 11.0% 5.5% 5.9% 6.4% 6.6%
Cash flow from operating activities 126 157 43 99 447 503
Operating cash conversion, %* n/a n/a n/a n/a 103% 108%
Investments in tangible & intangible assets -22 -22 -40 -52 -56 -68
Total assets 3,769 4,040 3,769 4,040 3,769 3,634
Capital employed* 2,762 2,942 2,762 2,942 2,762 2,850
Equity 1,752 1,726 1,752 1,726 1,752 1,777
Interest-bearing net debt* 854 1,081 854 1,081 854 724
Interest-bearing net debt/EBITDA, multiple* n/a n/a n/a n/a 2.0x 1.6x
Net debt* 881 1,131 881 1,131 881 749
Net debt/EBITDA, multiple* n/a n/a n/a n/a 2.0x 1.6x
Interest coverage ratio, multiple* 8.9x 11.0x 3.9x 5.5x 4.7x 5.4x
Equity/assets ratio, %* 46.5% 42.7% 46.5% 42.7% 46.5% 48.9%
Net debt/equity ratio, multiple* 0.5x 0.6x 0.5x 0.6x 0.5x 0.4x
Return on shareholders' equity, %* n/a n/a n/a n/a 11.1% 12.1%
Return on capital employed, %* n/a n/a n/a n/a 9.7% 10.2%
Return on capital employed excluding goodwill, %* n/a n/a n/a n/a 17.2% 17.6%
Average number of shares before dilution 23,995,091 23,920,566 23,993,540 23,952,469 23,992,607 23,972,071
Average number of shares after dilution 24,083,935 24,083,935 24,083,935 24,083,935 24,083,935 24,083,935
Earnings per share before dilution, SEK 3.70 4.34 2.66 3.50 8.01 8.85
Earnings per share after dilution, SEK 3.69 4.31 2.65 3.48 7.98 8.80
Shareholders equity per share before dilution, SEK* 73.01 72.16 73.02 72.06 73.02 74.11
Shareholders equity per share after dilution, SEK* 72.74 71.67 72.74 71.67 72.74 73.77
Cash flow from operating activities per share before dilution, SEK* 5.25 6.55 1.80 4.12 18.63 20.96
Cash flow from operating activities per share after dilution, SEK* 5.23 6.53 1.79 4.11 18.56 20.88
Number of shares before dilution 23,991,989 24,010,598 23,991,989 24,010,598 23,991,989 23,991,989
Number of shares after dilution 24,083,935 24,083,935 24,083,935 24,083,935 24,083,935 24,083,935

* For definitions and reconciliations of financial and alternative key performance indicators, please see page 23

CONDENSED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

Amounts in SEKm unless otherwise stated Q2 2024 Q2 2023 6M 2024 6M 2023 R12 2024 12M 2023
Net sales 1,195.6 1,292.3 1,999.1 2,203.4 4,259.2 4,463.4
Cost of goods sold -858.4 -943.4 -1,471.4 -1,653.2 -3,167.6 -3,349.4
Gross profit/loss 337.1 348.9 527.7 550.2 1,091.6 1,114.1
Selling expenses -146.9 -137.7 -280.9 -267.0 -561.9 -548.0
Administrative expenses -71.0 -80.3 -141.6 -150.9 -285.7 -295.1
Research and development expenses -1.5 -1.5 -3.5 -3.1 -6.0 -5.6
Other operating income 2.6 3.1 5.8 6.8 14.4 15.5
Other operating expenses -0.2 -2.5 -9.2 -20.8 -21.9 -33.6
Share of profit in associated companies 10.6 12.6 11.3 16.0 41.0 45.7
Operating profit/loss (EBIT) 130.8 142.6 109.6 131.1 271.6 293.1
Net finance items -16.1 -9.3 -29.8 -22.8 -43.6 -36.6
Profit/loss before tax 114.6 133.2 79.8 108.2 228.1 256.5
Tax -26.1 -29.9 -18.1 -27.1 -41.0 -50.0
Profit/loss after tax 88.5 103.3 61.7 81.1 187.0 206.5
Profit/loss for the period, attributable to:
Owners of the company 88.8 103.8 63.8 83.8 192.1 212.0
Non-controlling interests -0.3 -0.5 -2.1 -2.6 -5.1 -5.6
88.5 103.3 61.7 81.1 187.0 206.5
Average number of shares before dilution 23,995,091 23 920 566 23,993,540 23 952 469 23,992,607 23,972,071
Average number of shares after dilution 24,083,935 24 083 935 24,083,935 24 083 935 24,083,935 24,083,935
Earnings per share before dilution, SEK 3.70 4.34 2.66 3.50 8.01 8.85
Earnings per share after dilution, SEK 3.69 4.31 2.65 3.48 7.98 8.80
Amounts in SEKm unless otherwise stated Q2 2024 Q2 2023 6M 2024 6M 2023 R12 2024 12M 2023
OTHER COMPREHENSIVE INCOME
Items that are or may be reclassified to
profit/loss for the period
Translation differences for the year in
translation of foreign operations
-17.8 58.5 29.5 69.2 -51.3 -11.7
Gains/losses on raw material hedging, net 0.0 0.0 0.0 0.0 0.0 0.0
Tax on gains/losses on comprehensive
income
0.0 0.0 0.0 0.0 0.0 0.0
Total other comprehensive income after
tax
-17.8 58.5 29.5 69.2 -51.3 -11.7
Total comprehensive income after tax 70.7 161.8 91.2 150.3 135.7 194.8
Total comprehensive income after tax
attributable to:
Owners of the company 71.1 161.4 93.0 151.9 141.5 200.4
Non-controlling interests -0.4 0.4 -1.8 -1.5 -5.9 -5.6
Total comprehensive income after tax 70.7 161.8 91.2 150.3 135.7 194.8

CONDENSED CONSOLIDATED BALANCE SHEET CONDENSED CONSOLIDATED STATEMENT OF

Amounts in SEKm unless otherwise stated 30 Jun 2024 30 Jun 2023 31 Dec 2023
ASSETS
Intangible assets 1,339.5 1,391.3 1,334.5
Tangible assets 538.2 591.2 533.8
Financial assets 154.0 179.9 184.5
Deferred tax assets 24.5 13.5 17.8
Other non-current assets 13.6 13.6 21.0
Total non-current assets 2,069.8 2,189.6 2,091.6
Inventories 698.9 779.1 618.7
Trade receivables 652.0 710.0 428.8
Receivables for on-going construction contracts 83.3 111.5 81.3
Tax assets 20.9 25.8 15.8
Other receivables 88.7 87.9 48.5
Cash and cash equivalents 155.2 135.6 349.3
Total current assets 1,698.9 1,849.9 1,542.3
TOTAL ASSETS 3,768.7 4,039.5 3,633.9
EQUITY AND LIABILITIES
Share capital 24.1 24.1 24.1
Reserves 156.0 206.6 126.8
Retained earnings including profit for the period 1,563.9 1,475.8 1,613.0
Equity attributable to owners of the Company 1,744.0 1,706.4 1,763.8
Non-controlling interests 7.9 19.7 12.8
Total equity 1,751.9 1,726.1 1,776.7
Non-current interest-bearing liabilities 857.8 904.5 859.8
Other non-current liabilities 24.0 43.9 22.4
Provisions 5.7 5.5 6.5
Deferred tax liabilities 130.6 128.6 131.2
Total non-current liabilities 1,018.2 1,082.5 1,019.9
Current interest-bearing liabilities 151.8 311.7 213.7
Trade payable 443.4 458.4 246.2
Payables for on-going construction contracts 47.1 58.6 46.9
Tax liabilities 5.8 41.3 9.3
Other current liabilities 350.5 361.0 321.2
Total current liabilites 998.6 1,231.0 837.3
TOTAL EQUITY AND LIABILITES 3,768.7 4,039.5 3,633.9

CHANGES IN EQUITY

Amounts in SEKm unless otherwise stated 30 Jun 2024 30 Jun 2023 31 Dec 2023
SPECIFICATION OF CHANGES IN EQUITY
Equity attributable to owners of the Company
Opening balance 1,763.8 1,736.4 1,736.4
Profit for the period 63.8 83.8 212.0
Other comprehensive income 29.2 68.1 -11.7
Transactions with non-controlling interest 2.7 -1.1 1.9
Dividend -120.0 -167.3 -167.3
Repurchase of treasury shares
Note 7
0.0 -15.0 -15.0
Costs for long-term incentive programs 4.4 1.6 7.5
Closing balance 1,744.0 1,706.4 1,763.8
Equity attributable to non-controlling interest
Opening balance 12.8 17.9 17.9
Profit for the period -2.1 -2.6 -5.6
Other comprehensive income 0.3 1.1 0.0
Acquisitions 0.0 3.4 0.5
Dividend 0.0 0.0 0.0
Transactions with the Group's owners -3.1 0.0 0.0
Closing balance 7.9 19.7 12.8
SUM TOTAL EQUITY, CLOSING BALANCE 1,751.9 1,726.1 1,776.7

CONDENSED CONSOLIDATED CASH FLOW STATEMENT

Amounts in SEKm unless otherwise stated Q2 2024 Q2 2023 6M 2024 6M 2023 R12 2024 12M 2023
OPERATING ACTIVITIES
Operating profit (EBIT) 130.8 142.6 109.6 131.1 271.6 293.1
Adjustment for non-cash items etc 27.1 15.4 61.7 70.2 143.7 152.2
Interest received 0.7 0.2 1.5 0.4 5.4 4.2
Interest paid -14.0 -12.8 -26.7 -22.9 -60.6 -56.8
Dividends received 15.9 24.7 41.9 25.7 54.9 38.8
Dividends received from entities valued according
to IFRS 9
0.6 1.2 0.6 1.2 0.7 1.2
Income tax paid/received -11.4 -10.7 -35.7 -52.2 -76.5 -92.9
Cash flow from operating activities
before changes in working capital 149.6 160.5 152.9 153.6 339.0 339.7
CHANGES IN WORKING CAPITAL
Increase (-)/Decrease (+) in inventories -36.1 37.7 -70.2 31.2 62.1 163.5
Increase (-)/Decrease (+) in operating receivables -123.8 -209.2 -255.6 -300.1 64.2 19.7
Increase (+)/Decrease (-) in operating liabilities 136.3 168.4 216.0 214.3 -18.4 -20.1
Cash flow from operating activities 125.9 157.4 43.1 99.0 446.9 502.8
INVESTING ACTIVITIES
Acquisition of intangible fixed assets -0.4 -3.5 -2.7 -7.1 -5.2 -9.6
Acquisition of tangible fixed assets -21.8 -18.2 -37.8 -37.0 -59.5 -58.7
Divestments of tangible fixed assets 0.4 0.0 1.1 0.0 4.0 2.9
Acquisition of business, net cash impact 0.0 -4.9 0.0 -10.4 -3.3 -13.7
Divestments of business, net cash impact 0.0 0.0 0.0 9.1 0.0 9.1
Acquisition of participations in associated compa
nies
0.0 -11.0 0.0 -28.9 -33.8 -62.7
Divestments of participations in associated com
panies 0.0 0.0 0.0 0.0 23.7 23.7
Change in other financial assets 3.2 -3.8 9.9 -11.5 2.2 -19.1
Cash flow from investing activities -18.5 -41.4 -29.5 -85.7 -71.7 -127.9
Amounts in SEKm unless otherwise stated Q2 2024 Q2 2023 6M 2024 6M 2023 R12 2024 12M 2023
FINANCING ACTIVITIES
Amortization of loans -15.1 -27.5 -190.2 -49.6 -312.6 -156.8
Proceeds from loans 100.7 91.0 100.7 91.0 100.7 91.0
Purchase of own shares 0.0 0.0 0.0 -15.0 0.0 -15.0
Dividend -120.0 -167.3 -120.0 -167.3 -120.0 -167.3
Acquisition of participations in non-controlling
interest
0.0 0.0 0.0 0.0 -5.7 -21.0
Divestment of participations in non-controlling
interest
0.0 0.0 0.0 0.0 0.0 0.0
Dividend paid to non-controlling interests 0.0 0.0 0.0 0.0 -0.8 -0.8
Cash flow from financing activities -34.3 -103.9 -209.4 -141.0 -338.4 -269.9
Cash flow for the period 73.1 12.1 -195.9 -127.7 36.9 105.0
Cash and cash equivalents at the beginning of the
period
82.7 121.1 349.3 260.5 135.6 260.5
Exchange-rate differences in cash and cash
equivalents
-0.6 2.4 1.8 2.9 -17.3 -16.2
Cash and cash equivalents at the end of the
period
155.2 135.6 155.2 135.6 155.2 349.3

THE PARENT COMPANY'S INCOME STATEMENT IN SUMMARY

Amounts in SEKm unless otherwise stated Q2 2024 Q2 2023 6M 2024 6M 2023 R12 2024 12M 2023
Net sales 2.9 2.8 6.9 10.9 9.7 16.7
Gross profit/loss 2.9 2.8 6.9 10.9 9.7 16.7
Administrative expenses -5.5 -5.2 -12.2 -15.7 -25.6 -32.0
Other operating income 0.0 0.0 0.0 0.0 0.7 0.7
Other operating expenses 0.0 0.0 -7.6 -1.3 -17.1 -10.9
Operating profit/loss (EBIT) -2.6 -2.4 -12.9 -6.0 -32.3 -25.4
Result from financial items
Result from shares in subsidiaries 0.0 0.0 0.0 0.0 150.0 150.0
Other financial items -1.7 -7.4 -7.5 -7.8 -9.0 -9.4
Net finance items -1.7 -7.4 -7.5 -7.8 141.0 140.6
Result after financial items -4.2 -9.8 -20.3 -13.8 108.7 115.2
Appropriations 0.0 0.0 0.0 0.0 58.6 58.6
Profit before tax -4.2 -9.8 -20.3 -13.8 167.3 173.8
Tax -0.1 2.0 3.8 2.5 -4.3 -5.5
Profit/loss after tax -4.3 -7.8 -16.6 -11.3 163.0 168.3

OTHER COMPREHENSIVE INCOME IN SUMMARY

Amounts in SEKm unless otherwise stated Q2 2024 Q2 2023 6M 2024 6M 2023 R12 2024 12M 2023
OTHER COMPREHENSIVE INCOME
Profit for the period -4.3 -7.8 -16.6 -11.3 163.0 168.3
Other comprehensive income 0.0 0.0 0.0 0.0 0.0 0.0
Total other comprehensive income after
tax -4.3 -7.8 -16.6 -11.3 163.0 168.3

THE PARENT COMPANY'S BALANCE SHEET IN SUMMARY

Amounts in SEKm unless otherwise stated 30 Jun
2024
30 Jun
2023
31 Dec
2023
ASSETS
Shares in subsidiaries 914.2 908.4 913.6
Total non-current assets 914.2 908.4 913.6
Other current receivables from Group companies 415.4 474.9 449.5
Current tax assets 0.0 26.5 0.0
Other short-term receivables 5.3 0.0 1.5
Prepaid expenses and accrued income 0.2 0.2 0.1
Cash and cash equivalents 102.3 40.6 285.3
Total current assets 523.3 542.3 736.4
TOTAL ASSETS 1,437.5 1,450.7 1,649.9
EQUITY AND LIABILITIES
Share capital 24.1 24.1 24.1
Retained earnings including profit for the year 477.7 426.5 612.5
Total equity 501.8 450.6 636.5
Untaxed reserves 56.1 69.7 56.1
Long-term liabilities to credit institue 375.7 378.9 374.9
Total non-current liabilities 375.7 378.9 374.9
Current interest-bearing liabilities 100.0 250.0 160.0
Trade payable 12.9 0.2 0.7
Short-term liabilities to Group companies 369.0 286.1 395.3
Current tax liabilities 0.2 0.0 4.2
Other current liabilities 21.7 15.2 22.1
Total current liabilites 503.9 551.6 582.4
TOTAL EQUITY AND LIABILITES 1,437.5 1,450.7 1,649.9

NOTES

NOTE 1 ACCOUNTING PRINCIPLES

The interim report is presented in accordance with IAS 34 "Interim Financial Reporting", which has been approved by the EU. Furthermore, The Group applies the Swedish Annual Accounts Act (ÅRL) and the Swedish Financial Reporting Board's recommendation RFR 1 Supplementary Accounting Rules for Corporate Groups.

The Group applies IFRS (International Financial Reporting Standards), which have been adopted by the EU. In addition to the financial statements and their connected notes, disclosures in accordance with IAS 34.16A are also presented in other parts of the interim report. The Parent Company applies recommendation RFR 2, Accounting for Legal Entities of the Swedish Financial Reporting Board and Chapter 9 of the Swedish Annual Accounts Act, Interim Reports. The accounting policies applied by the Group and the parent company correspond to the accounting policies applied in the preparation of the most recent annual report.

The financial statements are presented in SEK, rounded off to the nearest hundred thousand, unless otherwise stated. This rounding off process may mean that the total sum of the sub-items in one or more rows or columns does not match the total sum for the row or column.

NOTE 2 SEASONALITY

Nordic Waterproofing's business is significantly affected by seasonal variations in the construction industry, where almost 60 percent of annual sales generally occur during the second and third quarters. The weakest period is the first quarter of the year, which, due to the winter, has accounted for less than 20 per cent of annual sales for the past three financial years. There is generally a planned inventory build-up, primarily of finished products, during the first six months of the year, which translates into a stock reduction during the third and fourth quarters as a result of increased activity in the market during the autumn. Veg Tech is the most weather dependent and also the most seasonal businesses, as deliveries and installation rarely take place during the winter months.

NOTE 3 EFFECTS OF CHANGES IN ACCOUNTING ESTI-MATES AND JUDGEMENTS

Significant estimates and judgements are described in Note 3 and Note 32 in the Annual Report for 2023. In the Group's financial reports, an amended assessment has been made of the most probable outcome regarding earn-outs call/put options, as shown in Note 5 Financial instruments in this interim report. Otherwise, no essential changes have been made to these estimates or judgements which could have a material impact on the interim report.

NOTE 4 INTANGIBLE ASSETS

The Group's intangible assets have primarily arisen in connection with business acquisitions. Other intangible assets primarily include capitalized expenses for software and R&D-projects.

Intangible assets, carrying amounts
SEKm, unless otherwise stated
Goodwill Trade
marks
Customer
relations
Other Total
Opening balance, 1 January 2024 1,199 18 76 41 1,334
Investments 0 0 0 3 3
Acquisitions 0 0 0 0 0
Divestments and disposals 0 0 0 0 0
Reclassification 0 0 0 2 2
Amortization 0 -0 -13 -7 -21
Exchange-rate differences 18 0 1 1 21
Closing balance, 30 June 2024 1,217 18 65 40 1,339

NOTE 5 FINANCIAL INSTRUMENTS

Financial instruments measured at fair value in the balance sheet consist of call/put options and contingent considerations from acquisitions. Call/ put options and contingent considerations are recognized in the balance sheet items "Other non-current liabilities" and "Other current liabilities". The fair value of the call/put options and contingent considerations is based on probability weighted payments discounted at its present value, see further description in the Group's 2023 Annual Report. The fair value measurements belong to level 3 in the fair value hierarchy in IFRS 13.

Financial instruments measured at level 3 per 30 June:

MSEK 2024 2023
Opening balance 23 66
Fair value movement in income statement 1 -5
Acquisition 0 0
Paid 0 -15
Exchange-rate differences 1 3
Closing balance 25 48

Fair value movement through income statement refers to the remeasurement of the put/call options and contingent considerations. For a description of valuation techniques and input data when valuing financial instruments at fair value, see note 32 in the Annual Report 2023. The remeasurement is attributable to a change in the assessment of forecasted EBITDA growth.

Fair value Fair Value Fair value
2024-06-30 At amortized
cost
through
profit or loss
hedging
instruments
Other ¹ Reported
value
Level 1 Level 2 Level 3
FINANCIAL ASSETS
Financial assets 30 - - 124 154 - - -
Other non-current assets 14 - - - 14 - - -
Trade receivables 652 - - - 652 - - -
Other receivables² - - - 89 89 - - -
Receivables for on-going contruction contracts 83 - - - 83 - - -
Cash and cash equivalents 155 - - - 155 - - -
Total 934 - - 212 1,147 - - -
FINANCIAL LIABILITIES
Non-current interest-bearing liabilities 858 - - - 858 - - -
Other non-current liabilities 2 22 - - 24 - - 22
Trade payable 443 - - - 443 - - -
Current interest-bearing liabilities 152 - - - 152 - - -
Other current liabilities² 94 3 0 253 350 - 0 3
Total 1,549 25 0 253 1,828 - 0 25
Fair value Fair Value Fair value
At amortized through hedging Reported
2023-06-30 cost profit or loss instruments Other ¹ value Level 1 Level 2 Level 3
FINANCIAL ASSETS
Financial assets 27 - - 153 180 - - -
Other non-current assets 14 - - - 14 - - -
Trade receivables 710 - - - 710 - - -
Other receivables² - - - 88 88 - - -
Receivables for on-going contruction contracts 111 - - - 111 - - -
Cash and cash equivalents 136 - - - 136 - - -
Total 998 - - 241 1,239 - - -
FINANCIAL LIABILITIES
Non-current interest-bearing liabilities 904 - - - 904 - - -
Other non-current liabilities 2 42 - - 44 - - 42
Trade payable 458 - - - 458 - - -
Current interest-bearing liabilities 312 - - - 312 - - -
Other current liabilities² 104 6 0 251 361 - - 6
Total 1,780 48 0 251 2,079 - - 48

1 To enable reconciliation against items in the balance sheet, items that do not constitute financial instruments that are valued at fair value as well as other assets and liabilities have been included in Other.

2 At the time of publication of the report, the information was not fully available to categorize financial instruments correctly.

NOTE 6 OPERATING SEGMENTS

Nordic Waterproofing's business and the basis for division into segments are the various products or services delivered by each segment. The Group's operating segments consist of Products & Solutions and Installation Services. Products & Solutions relates to sales of both internally produced and externally purchased products and related services, and Installation Services comprises the Group's wholly owned and partly owned contracting operations within roofing. Group Items comprises parent company functions, including the treasury function. Eliminations comprises the elimination of intra-group sales from Products & Solutions to Installation Services.

Information regarding net sales from external customers, EBITDA and operating profit (EBIT) broken down by segment is set out in the tables on pages 8-9.

Inter-segment transfer pricing is determined on an arm's length basis, i.e. between parties that are independent of one another, are well informed and have an interest in the implementation of the transaction. Assets and investments are reported based on where the assets are located.

Amounts in SEKm Products & Solutions Installation Services
Group Items
Eliminations Group
unless stated otherwise 6M 2024 6M 2023 6M 2024 6M 2023 6M 2024 6M 2023 6M 2024 6M 2023 6M 2024 6M 2023
Allocation of revenues external/internal
Revenues from external customers 1,481 1,614 518 590 0 0 0 0 1,999 2,203
Revenues from other segments 73 88 0 0 0 0 -73 -88 0 0
Revenues, total 1,554 1,702 518 590 0 0 -73 -88 1,999 2,203
EBITDA 218 217 -3 20 -30 -22 -1 1 185 216
Depreciation & Amortisation -58 -63 -16 -21 -1 -1 0 0 -75 -85
Operating profit (EBIT) 160 154 -20 -0 -31 -24 -1 1 110 131
Of
which
share
of
profit
in
associated
companies
0 0 11 16 0 0 0 0 11 16
Net finance items -30 -23
Profit/loss after finance items but before
tax (EBT)
80 108
Tax -18 -27
Profit/loss for the year 62 81
ASSETS
Intangible assets (goodwill & customer
relations) 1,031 1,084 308 305 1 2 0 0 1,339 1,391
Property, plant and equipment 487 536 49 52 1 2 0 0 538 591
Participations in associated companies 0 0 121 150 0 0 0 0 121 150
Inventory 647 719 53 61 0 0 -1 -1 699 779
Other assets 691 751 252 304 18 9 -123 -140 838 923
Non-allocated assets 234 205 234 205
Total assets 2,856 3,090 783 871 253 218 -124 -141 3,769 4,039
LIABILITIES AND EQUITY
Equity 1,752 1,726 1,752 1,726
Other liabilities 693 743 231 256 45 25 -123 -140 847 883
Non-allocated liabilities 1,170 1,430 1,170 1,430
Total liabilities and equity 693 743 231 256 2,967 3,181 -123 -140 3,769 4,039
Investments in tangible & intangible
assets
35 39 6 5 0 0 0 0 40 44

NOTE 6 OPERATING SEGMENTS CONT.

Amounts in SEKm Products & Solutions Installation Services Group Items Eliminations Group
unless stated otherwise 6M 2024 6M 2023 6M 2024 6M 2023 6M 2024 6M 2023 6M 2024 6M 2023 6M 2024 6M 2023
ALLOCATION PER COUNTRY
Denmark 502 505 0 0 0 0 0 0 502 505
Sweden 393 412 29 7 0 0 -7 -1 415 417
Norway 194 256 25 59 0 0 -3 -7 216 308
Finland 153 206 464 507 0 0 -63 -80 554 633
Europe (excluding Nordic region) 308 319 0 17 0 0 0 0 308 336
Other countries 5 4 0 0 0 0 0 0 5 4
Total 1,554 1,702 518 590 0 0 -73 -88 1,999 2,203
ALLOCATION PER PRODUCT TYPE
Bitumen-based products 893 974 0 0 0 0 -59 -81 834 895
Bitumen installations 0 0 380 418 0 0 0 0 380 418
EPDM membranes 317 329 0 0 0 0 0 0 317 329
Prefabricated elements 250 262 0 0 0 0 -14 -9 236 254
Green infrastructure 94 136 0 0 0 0 -0 -1 94 136
Liquid floor coating 0 0 92 62 0 0 0 0 92 62
Roofing maintenance 0 0 35 30 0 0 0 0 35 30
Solar panels 0 0 11 80 0 0 0 0 11 80
Total 1,554 1,702 518 590 0 0 -73 -90 1,999 2,203
SIGNIFICANT TYPES OF INCOME
Sale of goods 1,317 1,449 0 0 0 0 -73 -88 1,245 1,360
Construction contracts 236 254 518 590 0 0 0 0 754 843
Total 1,554 1,702 518 590 0 0 -73 -88 1,999 2,203
TIME OF REVENUE RECOGNITION
At a certain point in time 1,317 1,449 0 0 0 0 -73 -88 1,245 1,360
Over time 236 254 518 590 0 0 0 0 754 843
Total 1,554 1,702 518 590 0 0 -73 -88 1,999 2,203

NOTE 7 TRANSACTIONS WITH RELATED PARTIES

The Group has related party relationships with the associated companies as stated in Note 16 of the 2023 Annual Report. Transactions with related parties are priced on market terms. No transactions have taken place between Nordic Waterproofing and related parties that have materially affected the Group's financial position and results in the second quarter of 2024.

As also stated in Note 16 of the 2023 Annual Report, the Group has transactions with key persons in management positions. These transactions comprise salaries, benefits and pension commitments, as well as participation in, and distribution of shares from, the Group's incentive programs. Nordic Waterproofing has during the fourth quarter 2023 signed an agreement with the member of the group management, Thomas Zipfel, through his own company, regarding group management and CEO services within SealEco. The pricing is market-based. For the second quarter this implies a cost of SEK 1.0 m (-) and for January - June SEK 1.9 m (-). During the second quarter 2024 have shares from the LTIP 2021 been distributed free of charge to key persons in management positions. Treasury shares has been credited with SEK 2.6 million and profit loss brought forward has been debited with the corresponding amount.

NOTE 8 ACQUISITIONS OF BUSINESSES

ACQUISITIONS DURING THE FIRST 6 MONTHS 2024

During the first six months, a partial step acquisition of a subsidiary was made without any change in control.

RVT AS

On February 28, 2024, Taasinge Elementer A/S acquired an additional 1.4 percent of the shares in RVT AS free of charge and increased its ownership to 93.6 percent. The partial step acquisition has been made without any change in control and has been reported as a transaction between owners. Before the acquisition, the carrying value of the existing holding without determination of 7.4 percent amounted to approximately SEK 2.6 million. The Group reports an decrease in non-controlling interests of approximately SEK 0.5 million and an increase in equity attributable to the parent company's owners of the corresponding amount.

On March 5, 2024, Taasinge Elementer A/S acquired the remaining 6.4 percent of the shares in RVT AS free of charge and increased its ownership to 100 percent. The partial step acquisition has been made without any change in control and has been reported as a transaction between owners. Before the acquisition, the carrying value of the existing holding without determination of 6.4 percent amounted to approximately SEK 2.1 million. The Group reports an increase in non-controlling interests of approximately SEK 2.2 million and a decrease in equity attributable to the parent company's owners of the corresponding amount.

ACQUISITIONS AFTER THE REPORTING PERIOD

No acquisitions have been made after the reporting period.

ACQUISITIONS DURING THE PRIOR YEAR

During the first quarter of 2023, a partial step acquisition of the remaining 40% of the shares in Blomstertak AS was made without any change in control. For information about the acquisition, refer to note 14 in the group's annual report for 2023. Some adjustments to acquisition analyzes were carried out related to acquisitions made in 2022.

CALL/PUT OPTIONS AND EARN-OUTS

The fair value of options and earn-outs are based on probability weighted payments discounted at its present value. For more information see Note 5 – Financial Instruments. Material non-observable input comprise:

  • Average EBIT for 2022-2025.
  • discount rate of 10.0 percent.
  • Average EBITDA for 2022-2024
  • Average EBITDA for 2025-2026
  • discount rate of 14.6 percent.
  • Average EBITDA for 2022-2024
  • discount rate of 10.8%
  • Average EBITDA for 2023-2024
  • discount rate of 11,3%

The estimated fair value increases the higher the growth in EBIT, EBITDA and lower discount rate. A 2 percent increase (decrease) in the discount rate would not have any significant impact on the fair value of the call/put options or the earn-outs. The maximum amount for payment is unlimited.

Purchase consideration
SEK m
6M
2024
6M
2023
12M
2023
Cash paid - 10.4 16.7
Call/put option - - -
Vendor note and earn-out - - 1.6
Total purchase consideration - 10.4 18.3
Acquisition analysis
SEKm, unless otherwise stated
6M
2024
6M
2023
12M
2023
Intangible assets - 19.0 19.0
Tangible assets - 0.0 0.3
Financial assets - 0.0 0.0
Inventories - 2.7 3.8
Trade and other receivables - 0.0 17.1
Deferred tax asset - -0.6 -0.6
Cash and equivalents - 0.0 3.0
Provisions - 0.0 0.0
Other non-interest bearing liabilities - 0.0 -18.1
Interest bearing liabilities - 0.0 0.0
Deferred tax liabilities - -3.8 -3.8
Net assets and liabilities - 17.4 20.8
Non-controlling interests - -2.5 -3.4
Fair value of earlier holdings - 0.0 -11.9
Goodwill - -4.5 12.8
Consideration - 10.4 18.3
Acquisition of business - net cash
impact,
6M
2024
6M
2023
12M
2023
Cash consideration - 10.4 16.7
Less cash balances acquired - 0.0 -3.0
Less redemption of loans - 0.0 0.0
Net cash impact - investing activities - 10.4 13.7

The acquisition analysis is preliminary, meaning that the fair value and the final purchase price allocation analysis has not been conclusively determined for all items. The final analysis is expected to decrease goodwill while intangible assets and deferred tax liabilities will increase due to the recognition of customer relations.

DEFINITIONS AND RECONCILIATIONS

Key performance indicators not defined according to IFRS

The Group presents certain financial measures in the interim report which are not defined according to IFRS. The Group considers these measures to provide valuable supplementary information for investors and the Company's management as they enable the assessment of relevant trends. Nordic Waterproofing's definitions of these measures may differ from other companies' definitions of the same terms. These financial measures should therefore be seen as a supplement rather than as a replacement for measures defined according to IFRS.

For a complete file with definitions and reconciliations of KPI's, see the respective report at https://www.nordicwaterproofing.com/en/section/investors/interim-reports/

ABOUT NORDIC WATERPROOFING GROUP

Nordic Waterproofing is one of the leading providers in the waterproofing market in northern Europe. The Company provides high-quality products and solutions for waterproofing in Sweden, Finland, Denmark, Norway, Belgium, the Netherlands, Poland, the United Kingdom and Germany. Nordic Waterproofing also provides installation services through wholly owned subsidiaries In Finland, through part-owned companies in Norway and Sweden and through part-owned franchise companies in Denmark. The Company markets its products and solutions under several brands, all with an extensive heritage, most of which are among the most established and well-recognized brands in waterproofing in their respective markets, such as Mataki, Trebolit, Phønix Tag Materialer, Kerabit, Byggpartner, SealEco, Distri Pond, Taasinge Elementer, RVT, EG-Trading, Vesikattopalvelu, Gordon Low, Annebergs Limtrae and Veg Tech. Nordic Waterproofing Holding AB is listed in the Mid Cap segment on Nasdaq Stockholm with the stock ticker NWG.

BUSINESS CONCEPT

Nordic Waterproofing develops, manufactures and distributes a full range of products and solutions for the protection of buildings and infrastructure.

Our products are characterized by high-quality design adapted to local climate conditions and building standards. Ease of installation, energy and environmental optimization are key components of our offer. Our excellence in customer service builds on smart logistics, understanding our customers' present and future needs, and the exceptional responsiveness delivered by our team of highly motivated employees.

FINANCIAL CALENDER 2024

24 October Interim report, January–September 2024

FURTHER INFORMATION CAN BE OBTAINED FROM Martin Ellis, President and CEO phone: +45 31 21 36 69 Palle Schrewelius, CFO & Investor Relations phone: +46 707 82 79 58

Nordic Waterproofing Holding AB Rönnowsgatan 12, 252 25 Helsingborg +46 42-36 22 40 [email protected]

The English version is a translation of the Swedish original. In the event of any differences, the Swedish version applies.

Nordic Waterproofing Holding AB is a Swedish public limited liability company domiciled in Helsingborg, Sweden. Corporate registration number: 556839-3168. LEI code: 549300T8MZ5GQREJW94.

This interim report is information that Nordic Waterproofing Holding 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 persons set out above, on 17 July 2024, 08:00 a.m. CEST.

This report contains forward-looking statements which are based on the current expectations of the management of Nordic Waterproofing. Even though management believes that the expectations reflected in these forward-looking statements are reasonable, no assurances can be given that these expectations will be realized. Therefore, the financial results may differ significantly from those indicated in the forward-looking statements due to, among other things, changes in economic, market-related and competition-related conditions, changes to rules and regulations and other governmental measures, exchange rate fluctuations and other factors.

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