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Nordic Waterproofing Holding

Quarterly Report Apr 25, 2023

3089_10-q_2023-04-25_4cbd4515-3289-4469-905f-754935baafaf.pdf

Quarterly Report

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Helsingborg, 25 April 2023

Harsh weather and weak residential new build demand lead to drop versus strong Q1 2022

First quarter of 2023

  • Consolidated net sales flat at SEK 911 m (912), of which organic development amounted to -10 percent, acquisitions 7 percent and currency effects 3 percent.
  • Net sales in Product & Solutions amounted to SEK 701 m (773) and in Installation Services to SEK 239 m (171)
  • Gross profit decreased to SEK 201 m (237), Gross margin decreased to 22.1% (26.0%)
  • EBITDA decreased to SEK 30 m (91), EBITDA margin decreased to 3.3% (10.0%)
  • Operating profit (EBIT) decreased to SEK -11 m (56), EBIT margin decreased to -1.3% (6.1%).
  • Two operational entities terminated in the quarter had a negative impact of SEK -18 m.
  • ROCE amounted to 13.1 percent (16.1)
  • Cash flow from operating activities amounted to SEK -58 m (-15)
  • Earnings per share before and after dilution were SEK -0.84 (1.65) and SEK -0.83 (1.64), respectively

Financial key ratios

Amounts in SEKm unless otherwise stated Q1 2023 Q1 2022 Change R12 2023 12M 2022
Net sales 911 912 0% 4,343 4,343
Gross profit 201 237 -15% 1,148 1,184
Gross margin %* 22.1% 26.0% -3.9pp 26.4% 27.3%
EBITDA* 30 91 -67% 522 583
EBITDA margin, %* 3.3% 10.0% -6.7pp 12.0% 13.4%
EBIT -11 56 -119% 363 430
EBIT margin, %* -1.3% 6.1% -7.4pp 8.4% 9.9%
Return on capital employed, %* n/a n/a n/a 13.1% 16.1%
Net profit -22 39 -158% 269 330
Cash flow from operating activities -58 -15 n/a 317 360
Net debt* 1,058 855 24% 1,058 912
Earnings per share before dilution, SEK -0.84 1.65 -151% 11.33 13.84
Earnings per share after dilution, SEK -0.83 1.64 -151% 11.28 13.76

Conference call

A conference call for investors, analysts and media will be held today, 25 April 2023, at 10:00 a.m. CET and can be joined online at https://events.teams.microsoft.com/. Presentation materials will be available on https://www.nordicwaterproofing.com one hour before the call.

To participate from computer, use link above. To participate via phone, please use conference id 936 000 017# 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

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.

Message from the CEO

Harsh weather and weak residential new build demand lead to drop versus strong Q1 2022

Consolidated net sales in the first quarter was flat at SEK 911 million compared to SEK 912 million last year. Organic development was -10 percent of which 9 percent were sales price increases and volume development was -20 percent, the impact from acquisitions was 7 percent and currency translation effects were 3 percent. Organic development was -14 percent in Products & Solutions and 6 percent in Installation Services.

Weather conditions were unusually harsh in the quarter in all Nordic countries with late snowfall in Finland and Sweden and historic record number of rainy days in Denmark in March. We see continued weakness in new residential building in all our markets.

EBIT for the first quarter amounted to SEK -11 million, compared to SEK 56 million last year. The negative development in gross profit and operating profit is mainly explained by the SEK -18 m impact from the termination of two entities, lower volumes and decreasing margins for our synthetic rubber waterproofing and prefabricated wooden element businesses, as well as the harsh weather conditions in the quarter for our bitumen-based waterproofing businesses.

Our ROCE at 13.1 percent (16.1) remains above the threshold of 13 percent. Cash flow from operating activities amounted to SEK -58 M (-15), the negative development is mainly explained by the lower operating profit.

We have seen continued slightly deflated costs for our input materials. Our expectation for residential new build development on our main markets is negative in the short-term, while demand for renovation short-term seems to remain stable. The macro economic situation continues to present more uncertainties for the future than normally. Contingency measures are being implemented in our operations to mitigate the consequences of the negative development.

The Products & Solutions operating segment decreased by -9 percent (37). Organic development was -14 percent (30) of which 8 percent were related to sales price increases and volume development was -22 percent, the impact from acquisitions was 2 percent and currency translation effects were 2 percent.

The Bitumen-based waterproofing businesses were on the same level as last year in Sweden and Norway while we had decreases in Denmark and Finland. SealEco, our synthetic rubber waterproofing business, had a decline in sales in most markets.

In our prefabricated wooden elements business, Taasinge group had a decline in sales in Denmark, Norway had a positive sales development while Seikat in Finland saw a decline in sales. Order books are on good levels in all three markets, however somewhat lower than previous quarters.

Sales development of our green infrastructure businesses, sold under the brands Veg Tech and Urban Green, had a very strong growth compared to the first quarter 2022.

Martin Ellis, President and CEO

Jan–Mar 2023

Net sales: SEK 911m (912)

EBITDA: SEK 30 m (91) 3.3% (10.0%)

EBIT: SEK -11 m (56) -1.3% (6.1%)

ROCE (R12): 13.1% (16.1%)

The Installation Services operating segment grew by 40 percent (12) to SEK 239 M. Organic growth was 6 percent (-6), of which 12 percent was sales price increases and volume development was -6 percent, the impact from acquisitions was 30 percent and currency translation effects were 5 percent.

The majority of this business within Installation Services is conducted in Finland where we saw growth in Net Sales and margin improvement for our roofing business.

Our roofing business in Norway had double-digit growth in Net Sales with somewhat weaker margins.

Our Danish franchisees had an EBIT contribution in the quarter above last year.

We continue to focus on growth (organic and selective acquisitions), profitability and sustainability. Our balance sheet is strong, and we continue to have the capacity to carry out acquisitions. We have a strategic focus to promote sustainable building solutions and enhance our service and product portfolio.

Helsingborg, 25 April 2023

Martin Ellis, President and CEO

The Group

Net sales

Consolidated net sales for the first quarter was flat at SEK 911 m (912). Organic growth was -10 percent, of which 9 percent was sales price increases and volume development was -20 percent, impact from acquisitions was 7 percent and currency translation effects were 3 percent.

Q1 2023 Q1 2023
Analysis of net sales (%) (SEK m)
Previous period 912
Organic growth -10% -92
Structural effects 7% 65
Currency effects 3% 26
Current period 0% 911

Sales in Denmark decreased by -13 percent compared with the corresponding period in the preceding year, sales of both bitumen based waterproofing and prefabricated wooden elements had a negative development. Organic growth was -21 percent, acquisitions 3 percent and currency changes had a positive impact with 6 percent. In Sweden sales increased by 5 percent. Sales in Norway increased by 7 percent whereof organic development was 12 percent and currency changes had a negative impact with -4 percent. In Finland sales increased by 36 percent in the quarter whereof impact from acquisitions was 30 percent, organic development was -1 percent and currency translation effects were positively affecting by 7 percent. Sales to other countries in Europe decreased with -24 percent in the quarter.

Operating profit (EBIT), EBITDA and ROCE

Operating profit (EBIT) for the first quarter decreased to SEK -11 m (56) and the EBIT margin decreased to - 1.3 percent (6.1). The operations in two entities were terminated in the quarter. These entities had a negative EBIT impact with SEK -18 m in the quarter and with SEK -25 m in 2022. The negative development in gross profit and operating profit is mainly explained by decreasing volumes and lower margins for our synthetic rubber waterproofing and prefabricated wooden element businesses as well as unfavourable weather conditions in the quarter for our bitumen-based waterproofing businesses.

EBITDA for the first quarter decreased to SEK 30 m (91) and the EBITDA margin is decreased to 3.3 percent (10.0).

Return on capital employed (ROCE) on a rolling 12 months basis was 13.1 percent (16.1) after the first quarter, exceeding our long-term financial target of 13.0 percent. The reduction is mainly explained by the decreased profitability.

Net financial items

Net financial items for the first quarter of 2023 amounted to SEK -14 m (-4). The negative development is mainly explained by increased interest cost that had a negative impact of SEK -9 M (-3).

Profit or loss before and after tax

The profit before tax for the first quarter amounted to SEK -25 m (52) and profit after tax amounted to SEK -22 m (39).

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 continued cost inflation, increased interest rates and a potential decrease in the market for new built 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 2022 Annual Report.

Cash flow

Cash flow from operating activities during the first quarter was SEK -58 m (-15). The cash flow had a negative impact from a lower operating profit and increase in operating receivables while operating liabilities had a positive impact, however at a lower level than previous year.

Cash flow from investing activities during the first quarter was SEK -44 m (-50).

Cash flow from financing activities during the first quarter was SEK -37 m (-14).

Investments and depreciations

Gross investments excluding acquisitions during the first quarter of 2023 amounted to SEK 22 m (20), while depreciation amounted to SEK -14 m (-14). Right-of-use depreciations relating to IFRS 16 amounts to SEK -16 m (-14). Amortizations of intangible assets amounted to SEK -11 m (-7), primarily consisting of amortizations of customer relations in the acquired companies.

Financial position and liquidity

Nordic Waterproofing's principal external financing agreement has final maturity date in June 2025. 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 first quarter Nordic Waterproofing is compliant with the covenants as per the facility agreement.

The consolidated interest-bearing net debt amounted to SEK 997 m at the end of the period, compared with SEK 844 m at the end of 2022 and SEK 762 m at the end of corresponding period in the preceding year. The increase in net debt of SEK 153 m compared to the end of 2022 is mainly explained by a seasonally weak cash flow. Consolidated cash and cash equivalents amounted to SEK 121 m (260) at the end of the period. SEK 0 m (0) of the Group's total overdraft facility of SEK 162 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 1.9x (1.4x) at the end of the period, and the net debt/equity ratio was 0.6x (0.5x).

Pledged assets and contingent liabilities

There were no significant changes during the period.

Employees

The average number of employees during the first quarter of 2023 (expressed as full-time equivalents) was 1,258 compared with 1,254 during the same period in the preceding year. The increase is driven by performed acquisitions.

The average number of employees in the parent company has been 1 (1).

Significant events during the period

  • During the quarter, two of the Group's operations were discontinued. Nordic Takvård in Sweden, which performed roof maintenance services, and Nordic Build in Denmark, which was part of the Taasinge Group. The impact of these units on the quarter's result was SEK -18 million and last year SEK -25 million.
  • During the quarter, 40 percent of the shares in Blomstertak AS, a Norwegian company that grows sedum and provides a wide range of different landscape solutions, were acquired. Blomstertak is now a wholly owned subsidiary of Nordic Waterproofing.

Significant events after the reporting period

• Nothing to report

Financial targets

Nordic Waterproofing's target for the return on capital employed (ROCE) is at least 13 percent. The outcome after the first quarter of 2023 on a rolling 12-month basis was 13.1 percent.

The interest-bearing net debt/EBITDA-ratio shall not exceed 3.0 times. The outcome after the first quarter of 2023 (R12) was 1.9 times.

The sales growth target to exceed the growth in the Group's current markets through organic growth, in addition to expected growth through selective acquisitions. It is the opinion of the Group that we have been on par with or outperformed the market growth on our most relevant markets with the exception of synthetic rubber membranes where we see a slight loss of market share.

Sustainability within Nordic Waterproofing

Our strategic goal is to reduce the Group's CO2 emissions for scopes 1, 2 and 3. During 2022 we reduced the Group's CO2-emission with -19 percent.

Other sustainability-related KPIs from 2022 include:

  • Renewable electricity accounts for 81 per cent of the Group's electricity consumption (59 percent in 2021)
  • 2.4 TWh is saved annually by protecting and preserving the underlying insulation with our waterproofing layers
  • 174 million recycled plastic bottles are used in the roofing felt's load-bearing cloth.
  • 41,500 tonnes of CO2 are locked annually in the bitumen-based waterproofing layers on roofs
  • Installed green roofs in 2022 can potentially absorb up to 5200 m3 of rainwater

Further information about the Group's sustainability work can be found in the Annual Report for 2022 and on our website.

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.

Incentive programs

The Company has established three incentive programs ("LTIP 2020", "LTIP 2021" and "LTIP 2022"). The total cost, including social security charges, is estimated to be SEK 10-15 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 2020, LTIP 2021 and LTIP 2022 are 93,248, 69,758 and 78,227 respectively, considering persons having left the Company. As per 31 March 2023, Nordic Waterproofing Holding AB owns itself 176,898 (84,097) treasury shares.

Treasury shares 2023 2022
Owned treasury shares as per 1 January 84,097 176,334
Distributed shares in LTIP 2020 (2019) - -
Acquired treasury shares 92,801 -
Treasury shares as per 31 March 176,898 176,334

Shares and share capital

As per 31 March 2023, 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 31 March 2023, Nordic Waterproofing Holding AB had ca 6,700 shareholders and owns itself 176,898 treasury shares (0.7 percent of the total number of issued shares) following the share buyback program in connection with the long-term incentive programs.

During the quarter, a total number of 92,801 shares has been repurchased. There have not been any changes in number of issued shares and share capital during the first quarter of 2023.

Ownership structure

The number of shareholders has during the quarter increased with ca 400, from 6.300 to ca 6.700 owners. The largest shareholders in Nordic Waterproofing Holding AB, as per 31 December 2023, are stated below.

Number of
Owner shares Capital, % Votes, %
Kingspan Group PLC 5,805,641 24.1% 24.3%
Handelsbanken Fonder 1,807,877 7.5% 7.6%
Tredje AP-fonden 1,350,000 5.6% 5.6%
Alcur Fonder 1,000,447 4.2% 4.2%
Lannebo Fonder 991,238 4.1% 4.1%
Carnegie Fonder 930,773 3.9% 3.9%
Cliens Fonder 713,200 3.0% 3.0%
Danske Invest 685,407 2.8% 2.9%
Avanza Pension 644,059 2.7% 2.7%
Dimensional Fund Advisors 527,668 2.2% 2.2%
Total 10 largest shareholders 14,456,310 60.0% 60.5%
Other shareholders 9,450,727 39.2% 39.5%
Total number of votes 23,907,037 99.3% 100.0%
Treasury shares 176,898 0.7% 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 & Solutions

Net sales for the first quarter of 2023 decreased by -9 percent compared with the corresponding period in the preceding year, amounting to SEK 701 m (773). Organic growth was -14 percent of which 8 percent were sales price increases and volume development was -22 percent, the impact from acquisitions was 2 percent and currency translation effects were 2 percent.

Sales in Denmark decreased by -13 percent compared to the corresponding period in the preceding year, whereof -21 percent organic, 3 percent from acquisitions and a positive currency effect of 6 percent. Sales in Finland was unchanged compared to corresponding period in the preceding year, whereof organic decrease was -10 percent, 5 percent from acquisitions and currency effects were positive with 6 percent. Sales in Sweden increased by 5 percent while sales in Norway increased by 4 percent whereof organic sales development was 9 percent and currency effects had a negative impact with -4 percent. Sales in other countries in Europe decreased by -24 percent in the quarter.

Q1 2023 Q1 2023
Analysis of net sales, Product & Solutions (%) (SEK m)
Previous period 773
Organic growth -14% -105
Structural effects 2% 14
Currency effects 2% 18
Current period -9% 701

Operating profit (EBIT) for Products & Solutions for the first quarter 2023 decreased and amounted to SEK 22 m (83). The EBIT margin was 3.1 percent (10.8). The impact in the quarter from terminated operations was SEK -12 m.

EBITDA amounted to SEK 52 m (111) and the EBITDA margin was 7.5 percent (14.3) in the first quarter.

Installation Services

Business in this operating segment is primarily conducted in Finland, through a part-owned company in Norway and through the non-consolidated franchise companies in Denmark. Net sales for the first quarter of 2023 increased by 40 percent compared with the corresponding period in the preceding year, amounting to SEK 239 m (171). Organic growth was 6 percent of which 12 percent were sales price increases and volume development -6 percent, the impact from acquisitions was 30 percent and currency translation effects were 5 percent.

Sales in Finland increased with 45 percent consisting of 2 percent organic, 36 percent from acquisitions and positive currency effects with 7 percent. Sales in Norway increased with 17 percent consisting of 22 percent organic and positive currency effects with 5 percent. The sales in Sweden is due to acquisitions.

Q1 2023 Q1 2023
Analysis of net sales, Installation Services (%) (SEK m)
Previous period 171
Organic growth 6% 10
Structural effects 30% 51
Currency effects 5% 8
Current period 40% 239

Operating profit (EBIT) for Installation Services for the first quarter amounted to SEK -22 m (-15). The EBIT margin was -9.1 percent (-8.6) in the quarter. The impact in the quarter from terminated operations was SEK -7 m. EBITDA amounted to SEK -12 m (-7) and the EBITDA margin was -4.8 percent (-4.2) in the first quarter.

Note: both EBITDA and EBITDA %-age include the share of profit in associated companies

Quarterly data, IFRS and alternative measures

Key figures (SEKm) Q1 2023 Q4 2022 Q3 2022 Q2 2022 Q1 2022 Q4 2021 Q3 2021 Q2 2021
Net sales 911 1,045 1,132 1,255 912 890 1,003 1,067
EBITDA* 30 114 162 216 91 97 176 192
EBITDA margin, %* 3.3% 10.9% 14.3% 17.2% 10.0% 10.9% 17.5% 18.0%
Operating profit (EBIT) -11 66 128 180 56 59 140 161
EBIT margin, %* -1.3% 6.3% 11.3% 14.4% 6.1% 6.6% 14.0% 15.0%
ROCE (R12), %* 13.1% 16.1% 16.6% 17.9% 17.9% 16.6% 17.1% 16.8%
Net profit -22 47 104 140 39 44 86 116
Cash flow from operating activities -58 93 244 38 -15 92 101 114
Cashflow from operating activities (R12)* 317 360 358 215 292 220 311 461
Operating cash conversion (R12), %* 61% 62% 63% 37% 52% 43% 61% 92%
Interest-bearing net debt* 997 844 861 976 762 677 675 662
Net debt* 1,058 912 895 1,009 855 770 766 720
Earnings per share before dilution, SEK -0.84 2.00 4.34 5.84 1.65 1.91 3.57 4.80
Earnings per share after dilution, SEK -0.83 2.00 4.32 5.80 1.64 1.90 3.56 4.76
Net sales by segment (SEKm) Q1 2023 Q4 2022 Q3 2022 Q2 2022 Q1 2022 Q4 2021 Q3 2021 Q2 2021
Products & Solutions 701 756 831 1,021 773 658 746 850
Installation Services 239 325 337 291 171 249 281 246
Group Items & Eliminations -29 -35 -37 -57 -33 -17 -25 -29
Total 911 1,045 1,132 1,255 912 890 1,003 1,067
Net sales by country (SEKm) Q1 2023 Q4 2022 Q3 2022 Q2 2022 Q1 2022 Q4 2021 Q3 2021 Q2 2021
Sweden 146 193 203 254 138 158 203 221
Norway 146 181 177 180 136 132 144 171
Denmark 237 230 251 286 272 230 227 234
Finland 233 321 346 314 171 243 281 252
Europe 147 119 153 219 193 123 147 188
Rest of world 3 2 2 1 1 4 1 1
Total 911 1,045 1,132 1,255 912 890 1,003 1,067
EBITDA by segment (SEKm) Q1 2023 Q4 2022 Q3 2022 Q2 2022 Q1 2022 Q4 2021 Q3 2021 Q2 2021
Products & Solutions 52 72 135 212 111 100 155 190
Installation Services
Group Items & Eliminations -12 45 37 16 -7 1 27 17
-11 -4 -10 -12 -12 -4 -7 -15
Total 30 114 162 216 91 97 176 192
EBIT by segment (SEKm) Q1 2023 Q4 2022 Q3 2022 Q2 2022 Q1 2022 Q4 2021 Q3 2021 Q2 2021
Products & Solutions 22 35 111 184 83 72 128 164
Installation Services -22 36 28 9 -15 -8 20 12
Group Items & Eliminations -11 -5 -11 -13 -13 -5 -8 -16

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

NORDIC WATERPROOFING HOLDING AB PAGE 11 OF 24

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, 25 April 2023

CEO

Martin Ellis President & CEO

Board of Directors

Mats O. Paulsson Leena Arimo Hannele Arvonen Chairman

Steffen Baungaard Riitta Palomäki Hannu Saastamoinen

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

NORDIC WATERPROOFING HOLDING AB PAGE 12 OF 24

Condensed consolidated key figures

unless otherwise stated
Q1 2023
Q1 2022
R12 2023 12M 2022
Net sales
911
912
4,343
4,343
Gross profit
201
237
1,148
1,184
EBITDA
30
91
522
583
Operating profit (EBIT)
-11
56
363
430
Net profit
-22
39
269
330
Gross margin, %

22.1%
26.0%
26.4%
27.3%
EBITDA margin, %
3.3%
10.0%
12.0%
13.4%
EBIT margin, %

-1.3%
6.1%
8.4%
9.9%
Amounts in SEKm
Cash flow from operating activities
-58
-15
317
360
Operating cash conversion, %*
n/a
n/a
61%
62%
Investments in tangible & intangible assets
-30
-19
-117
-105
Total assets
3,736
3,354
3,736
3,724
Capital employed*
2,850
2,424
2,850
2,859
Equity
1,732
1,514
1,732
1,754
Interest-bearing net debt*
997
762
997
844
Interest-bearing net debt/EBITDA, multiple*
n/a
n/a
1.9x
1.4x
Net debt*
1,058
855
1,058
912
Net debt/EBITDA, multiple*
n/a
n/a
2.0x
1.6x
Interest coverage ratio, multiple*
-1.4x
13.7x
11.6x
17.3x
Equity/assets ratio, %*
46.4%
45.1%
46.4%
47.1%
Net debt/equity ratio, multiple*
0.6x
0.5x
0.6x
0.5x
Return on shareholders' equity, %*
n/a
n/a
16.9%
20.8%
Return on capital employed, %*
n/a
n/a
13.1%
16.1%
Return on capital employed excluding goodwill, %*
n/a
n/a
22.4%
27.9%
Average number of shares before dilution
23,984,371 23,907,601 23,976,755 23,957,563
Average number of shares after dilution
24,083,935 24,083,935 24,083,935 24,083,935
Earnings per share before dilution, SEK
-0.84
1.65
11.33
13.83
Earnings per share after dilution, SEK
-0.83
1.64
11.28
13.76
Shareholders equity per share before dilution, SEK*
72.21
63.35
72.23
73.23
Shareholders equity per share after dilution, SEK*
71.91
62.88
71.91
72.84
Cash flow from operating activities per share before dilution, SEK*
-2.44
-0.65
13.25
14.99
Cash flow from operating activities per share after dilution, SEK*
-2.43
-0.64
13.15
14.94
Number of shares before dilution
23,907,037 23,907,601 23,907,037 23,999,838
Number of shares after dilution
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 Q1 2023 Q1 2022 R12 2023 12M 2022
Net sales 911.1 911.8 4,342.7 4,343.4
Cost of goods sold -709.9 -674.5 -3,194.5 -3,159.1
Gross profit/loss 201.3 237.3 1,148.3 1,184.3
Selling expenses
Administrative expenses
-129.3
-70.6
-118.1
-64.1
-541.3
-279.2
-530.1
-272.7
Research and development expenses -1.6 -1.4 -5.3 -5.1
Other operating income 3.7 2.8 20.0 19.0
Other operating expenses -18.4 -1.2 -24.2 -7.0
Share of profit in associated companies 3.4 0.4 45.0 42.1
Operating profit/loss (EBIT) -11.5 55.6 363.3 430.4
Net finance items -13.5 -3.8 -27.6 -17.9
Profit/loss before tax -25.0 51.8 335.7 412.6
Tax 2.8 -13.2 -66.4 -82.4
Profit/loss after tax -22.2 38.6 269.4 330.1
Other comprehensive income
Items that are or may be reclassified to profit/loss for the year
Translation differences for the year in translation of foreign
operations 10.8 13.8 97.1 100.1
Gains/losses on hedging of currency risk in foreign operations 0.0 0.0 0.0 0.0
Gains/losses on raw material hedging, net 0.0 0.0 0.0 0.0
Tax on gains/losses on comprehensive income 0.0 0.0 0.0 0.0
Total other comprehensive income after tax 10.8 13.8 97.1 100.1
Total comprehensive income after tax -11.4 52.4 366.4 430.2
Profit/loss for the year, attributable to:
Owners of the company -20.0 39.5 271.8 331.3
Non-controlling interests -2.2 -0.9 -2.4 -1.2
Total comprehensive income for the year, attributable to:
Owners of the company -9.5 53.0 368.2 430.8
Non-controlling interests -1.9 -0.7 -1.8 -0.5
Average number of shares before dilution 23,953,438 23,907,601 23,976,755 23,957,563
Average number of shares after dilution 24,083,935 24,083,935 24,083,935 24,083,935
Earnings per share before dilution, SEK -0.84 1.65 11.33 13.83
Earnings per share after dilution, SEK -0.83 1.64 11.28 13.76

Condensed consolidated balance sheet

Amounts in SEKm 31 Mar 31 Mar 31 Dec
unless otherwise stated 2023 2022 2022
ASSETS
Intangible assets
Tangible assets
1,356.2
579.5
1,190.6
497.9
1,360.6
571.5
Financial assets 172.2 117.1 146.2
Deferred tax assets 19.5 12.6 13.4
Other non-current assets 15.0 22.6 11.2
Total non-current assets 2,142.5 1,840.8 2,102.9
Inventories 791.7 651.5 786.6
Trade receivables 494.8 555.8 420.0
Receivables for on-going construction contracts 99.1 89.3 101.9
Tax assets 23.0 0.6 0.2
Other receivables 64.1 68.1 51.9
Cash and cash equivalents 121.1 148.3 260.5
Total current assets
TOTAL ASSETS
1,593.9
3,736.4
1,513.5
3,354.4
1,621.1
3,724.0
EQUITY AND LIABILITIES
Share capital 24.1 24.1 24.1
Reserves 149.0 52.5 138.5
Retained earnings including profit for the year 1,539.4 1,429.5 1,573.9
Equity attributable to owners of the Company 1,712.5 1,506.1 1,736.4
Non-controlling interests 19.4 8.4 17.9
Total equity 1,731.8 1,514.5 1,754.3
Non-current interest-bearing liabilities 895.6 858.0 881.6
Other non-current liabilities 49.5 42.0 50.6
Provisions 8.6 6.0 5.1
Deferred tax liabilities 125.6 109.5 132.3
Total non-current liabilities 1,079.3 1,015.4 1,069.7
Current interest-bearing liabilities 222.2 52.0 223.3
Trade payable 325.1 347.7 242.6
Payables for on-going construction contracts
Tax liabilities
52.9
23.9
42.1
49.2
56.9
27.7
Other current liabilities 301.2 333.4 349.6
Total current liabilites 925.3 824.5 900.0
TOTAL EQUITY AND LIABILITES 3,736.4 3,354.4 3,724.0

Condensed consolidated statement of changes in equity

31 Mar 31 Mar 31 Dec
Specification of changes in equity (SEKm) 2023 2022 2022
Equity attributable to owners of the Company
Opening balance 1,736.4 1,451.0 1,451.0
Profit for the period -20.0 39.5 331.3
Other comprehensive income 10.5 13.5 99.4
Transactions with non-controlling interest -1.1 0.0 -9.5
Dividend 0.0 0.0 -143.4
Repurchase of treasury shares
Note 7
-15.0 0.0 0.0
Costs for long-term incentive programs 1.7 2.1 7.5
Closing balance 1,712.5 1,506.1 1,736.4
Equity attributable to non-controlling interest
Opening balance 17.9 9.0 9.0
Profit for the period -2.2 -0.9 -1.2
Other comprehensive income 0.3 0.3 0.6
Acquisitions 3.4 0.0 9.9
Dividend 0.0 0.0 -0.5
Transactions with the Group's owners
Closing balance
0.0
19.4
0.0
8.4
0.0
17.9

Condensed consolidated cash flow statement

Amounts in SEKm
unless otherwise stated Q1 2023 Q1 2022 R12 2023 12M 2022
Operating activities
Operating profit (EBIT) -11.5 55.6 363.3 430.4
Adjustment for non-cash items etc 54.9 34.8 125.1 105.0
Interest received 0.2 0.1 0.9 0.8
Interest paid -10.1 -3.6 -30.0 -23.5
Dividends received 1.0 6.0 19.6 24.6
Dividends received from entities valued according to IFRS 9 0.0 0.0 0.4 0.4
Income tax paid/received -41.5 -33.3 -128.9 -120.7
Cash flow from operating activities
before changes in working capital -6.9 59.6 350.4 417.0
Changes in working capital
Increase (-)/Decrease (+) in inventories -6.4 -27.5 -67.0 -88.0
Increase (-)/Decrease (+) in operating receivables -91.0 -184.4 107.3 14.0
Increase (+)/Decrease (-) in operating liabilities 45.9 136.7 -74.0 16.8
Cash flow from operating activities -58.4 -15.5 316.8 359.7
Investing activities
Acquisition of intangible fixed assets -3.7 -0.7 -4.4 -1.5
Acquisition of tangible fixed assets -18.8 -19.0 -102.8 -103.0
Divestments of tangible fixed assets 0.0 0.0 4.2 4.2
Acquisition of business, net cash impact -5.4 -18.6 -114.6 -127.8
Divestments of business, net cash impact 9.1 0.0 9.1 0.0
Acquisition of participations in associated companies -17.9 0.0 -18.2 -0.3
Divestments of participations in associated companies 0.0 0.0 1.0 1.0
Change in other financial assets -7.6 -11.3 -5.6 -9.3
Cash flow from investing activities -44.3 -49.6 -231.3 -236.7
Financing activities
Amortization of loans
-22.1 -13.6 -70.8 -62.3
Proceeds from loans 0.0 0.0 160.5 160.5
Purchase of own shares -15.0 0.0 -15.0 0.0
Dividend 0.0 0.0 -143.4 -143.4
Acquisition of participations in non-controlling interest 0.0 0.0 -56.0 -56.0
Divestment of participations in non-controlling interest 0.0 0.0 0.0 0.0
Dividend paid to non-controlling interests 0.0 0.0 -0.5 -0.5
Cash flow from financing activities -37.1 -13.6 -125.2 -101.7
Cash flow for the period -139.8 -78.7 -39.8 21.4
Cash and cash equivalents at the beginning of the period 260.5 226.6 148.3 226.6
Exchange-rate differences in cash and cash equivalents 0.4 0.4 12.6 12.5
Cash and cash equivalents at the end of the period 121.1 148.3 121.1 260.5

The parent company's income statement in summary

Amounts in SEKm
unless otherwise stated Q1 2023 Q1 2022 R12 2023 12M 2022
Net sales 8.2 7.5 15.7 15.0
Gross profit/loss 8.2 7.5 15.7 15.0
Administrative expenses -10.5 -9.6 -33.1 -32.1
Other operating expenses -1.2 -1.2 -1.3 -1.3
Operating profit/loss (EBIT) -3.6 -3.2 -18.7 -18.4
Result from financial items
Result from shares in subsidiaries 0.0 0.0 150.0 150.0
Other financial items -0.5 -1.2 -11.0 -11.8
Net finance items -0.5 -1.2 139.0 138.2
Result after financial items -4.0 -4.5 120.3 119.8
Appropriations 0.0 0.0 30.2 30.2
Profit before tax -4.0 -4.5 150.5 150.0
Tax 0.5 0.6 -0.3 -0.2
Profit/loss after tax -3.5 -3.9 150.2 149.8

Other comprehensive income in summary

Other comprehensive income Q1 2023 Q1 2022 R12 2023 12M 2022
Profit for the period -3.5 -3.9 150.2 149.8
Other comprehensive income 0.0 0.0 0.0 0.0
Total other comprehensive income after tax -3.5 -3.9 150.2 149.8

The parent company's balance sheet in summary

Amounts in SEKm 31 Mar 31 Mar 31 Dec
unless otherwise stated 2023 2022 2022
ASSETS
Shares in subsidiaries 908.4 903.0 908.4
Total non-current assets 908.4 903.0 908.4
Other current receivables from Group companies
Current tax assets
468.8
20.3
243.7
19.6
439.0
15.7
Other short-term receivables 0.0 0.0 1.3
Prepaid expenses and accrued income 0.3 0.0 0.1
Cash and cash equivalents 30.1 89.1 133.0
Total current assets 519.6 352.3 589.1
TOTAL ASSETS 1,428.0 1,255.3 1,497.5
EQUITY AND LIABILITIES
Share capital 24.1 24.1 24.1
Retained earnings including profit for the year 601.1 601.3 619.1
Total equity 625.2 625.4 643.2
Untaxed reserves 69.7 87.9 69.7
Long-term liabilities to credit institue 374.9 368.1 373.4
Total non-current liabilities 374.9 368.1 373.4
Current interest-bearing liabilities 160.0 0.0 160.0
Trade payable 0.2 0.3 0.1
Short-term liabilities to Group companies 184.4 168.6 242.0
Other current liabilities 13.8 5.0 9.2
Total current liabilites 358.3 173.9 411.3
TOTAL EQUITY AND LIABILITES 1,428.0 1,255.3 1,497.5

NORDIC WATERPROOFING HOLDING AB PAGE 17 OF 24

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. Urban Green and 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 estimates and judgements

Significant estimates and judgements are described in Note 3 and Note 32 in the Annual Report for 2022. 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 Trade Customer
SEKm, unless otherwise stated Goodwill marks relations Other Total
Opening balance, 1 January 2023 1,203 19 101 37 1,361
Investments 0 0 0 4 4
Acquisitions 5 0 0 0 6
Divestments and disposals -9 0 0 0 -10
Reclassification -15 0 11 8 4
Amortization 0 0 -9 -4 -13
Exchange-rate differences 5 0 0 0 5
Closing balance, 31 March 2023 1,189 19 104 44 1,356

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 2022 Annual Report. The fair value measurements belong to level 3 in the fair value hierarchy in IFRS 13.

Fair value
Fair value Fair Value
At amortized through profit hedging Reported
2022-12-31 cost or loss instruments Other ¹ value Level 1 Level 2 Level 3
Financial assets
Financial assets 27 - - 145 172 - - -
Other non-current assets 15 - - - 15 - - -
Trade receivables 495 - - - 495 - - -
Other receivables2 - - - 64 64 - - -
Receivables for on-going contruction 99 - - - 99 - - -
Cash and cash equivalents 121 - - - 121 - - -
Total 757 - - 209 966 - - -
Financial liabilities
Non-current interest-bearing liabilities 896 - - - 896 - - -
Other non-current liabilities 2 48 - - 50 - - 48
Trade payable 325 - - - 325 - - -
Current interest-bearing liabilities 222 - - - 222 - - -
Other current liabilities2 79 12 0 211 301 - 0 12
Total 1,523 60 0 211 1,794 - 0 60
Fair value
2021-12-31 At amortized
cost
Fair value
through profit
or loss
Fair Value
hedging
instruments
Other ¹ Reported
value
Level 1 Level 2 Level 3
Financial assets
Financial assets 12 - - 105 117 - - -
Other non-current assets 23 - - - 23 - - -
Trade receivables 556 - - - 556 - - -
Other receivables2 - - - 68 68 - - -
Receivables for on-going contruction 89 - - - 89 - - -
Cash and cash equivalents 148 - - - 148 - - -
Total 828 - - 173 1,001 - - -
Financial liabilities
Non-current interest-bearing liabilities 858 - - - 858 - - -
Other non-current liabilities 1 41 - - 42 - - 41
Trade payable 348 - - - 348 - - -
Current interest-bearing liabilities 52 - - - 52 - - -
Other current liabilities2 83 52 - 198 333 - - 52
Total 1,343 92 - 198 1,633 - - 92

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.

MSEK 2022 2021
Opening balance 66 91
Fair value movement in income statement -2 1
Acquisition 0 0
Paid -5 0
Exchange-rate differences 1 0
Closing balance 60 92

Financial instruments measured at level 3 per 31 March:

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 2022. The remeasurement is attributable to a change in the assessment of forecasted EBITDA growth. During the first quarter, Nordic Waterproofing settled part of the earn-out for Playgreen Oy in accordance with the agreement of SEK 5.4 million.

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 and Eliminations comprises parent company functions, including the treasury function, as well as 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 9-10.

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.

Products & Solutions Installation Services Group Items and
Eliminations
Nordic Waterproofing
Group
Amounts in SEKm
unless stated otherwise
3M 2023 3M 2022 3M 2023 3M 2022 3M 2023 3M 2022 3M 2023 3M 2022
Allocation of revenues external/internal
Revenues from external customers 672 741 239 170 0 0 911 912
Revenues from other segments 29 32 0 1 -29 -33 0 0
Revenues, total 701 773 239 171 -29 -33 911 912
Allocation per country
Denmark 237 272 0 0 0 0 237 272
Sweden 144 136 2 3 0 0 146 138
Norway 116 106 34 30 -4 0 146 136
Finland 60 68 197 136 -25 -33 233 171
Europe (excluding Nordic region) 141 191 6 2 0 0 147 193
Other countries 3 1 0 0 0 0 3 1
Total 701 774 239 170 -29 -33 911 912
Significant types of income
Sale of goods 570 638 0 0 -29 -33 541 606
Construction contracts 131 136 239 170 0 0 370 306
Total 701 774 239 170 -29 -33 911 912
Time of revenue recognition
At a certain point in time 570 638 0 0 -29 -33 541 606
Over time 131 136 239 170 0 0 370 306
Total 701 774 239 170 -29 -33 911 912
EBITDA 52 111 -12 -7 -11 -12 30 91
Depreciation & Amortisation -31 -27 -10 -8 -1 -1 -42 -36
Operating profit (EBIT) 22 83 -22 -15 -11 -13 -11 56
Of which share of profit in associated companies 0 0 3 0 0 0 3 0
Net finance items -14 -4
Profit/loss after finance items but before tax (EBT) -25 52
Tax 3 -13
Profit/loss for the year -22 39
Assets
Intangible assets (goodwill & customer relations) 1,054 970 300 216 3 4 1,356 1,190
Property, plant and equipment 525 435 53 60 2 3 580 498
Participations in associated companies 0 0 142 102 0 0 142 102
Inventory 739 625 53 27 0 0 792 651
Other assets 571 644 223 187 -120 -96 673 736
Non-allocated assets
Total assets
2,889 2,674 770 592 194
78
176
88
194
3,736
176
3,354
Liabilities and Equity
Equity 1,732 1,514 1,732 1,514
Other liabilities 608 662 185 155 -106 -87 688 729
Non-allocated liabilities 1,317 1,111 1,317 1,111
Total liabilities and equity 608 662 185 155 2,943 2,538 3,736 3,354
Investments in tangible & intangible assets 20 17 2 2 0 0 22 19

Note 7 – Transactions with related parties

The Group has related party relationships with the associated companies as stated in Note 16 of the 2022 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 first quarter of 2023.

As also stated in Note 16 of the 2022 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.

Note 8 – Acquisitions of businesses

Acquisitions during first quarter 2023

During the first quarter, a phased acquisition of subsidiaries was carried out without any change in control. Some adjustments have been made to acquisition analyses attributable to acquisitions made in 2022.

Blomstertak A/S

On 3 February 2023, Veg Tech AB acquired an additional 40 percent of the shares in Blomstertak A/S for a purchase price of NOK 1 and increased its ownership to 100 percent. The acquisition is handled as an owner-toowner transaction. Before the acquisition, the carrying value of the existing holding without determination of 40 percent amounted to approximately SEK -1.1 million. The Group reports an increase in non-controlling interests of approximately SEK 1.1 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 2022, a total of one acquisition was made; On February 1, 100 percent of Gordon Low Limited was acquired. The acquisition analysis for the acquisition of Gordon Low Limited is deemed to have been established. For information about the acquisition, related conditional purchase prices and issued call and put options, please refer to Note 14 in the Group's Annual Report for 2022.

The acquired companies' net assets in total on the respective acquisition dates:

Purchase consideration 3M 3M 12M
SEK m 2023 2022 2022
Cash paid 5.4 26.2 146.4
Call/put option 0.0 - 17.1
Vendor note and earn-out 0.0 - 8.5
Total purchase consideration 5.4 26.2 172.0
Acquisition analysis 3M 3M 12M
SEKm, unless otherwise stated 2023 2022 2022
Intangible assets 19.0 0.0 48.9
Tangible assets 0.0 0.5 10.4
Financial assets 0.0 0.0 0.4
Inventories 2.7 9.5 50.4
Trade and other receivables 0.0 7.1 49.4
Deferred tax asset -0.6 0.0 0.1
Cash and equivalents 0.0 7.7 46.8
Provisions 0.0 0.0 0.0
Other non-interest bearing liabilities 0.0 -4.9 -68.7
Interest bearing liabilities 0.0 0.0 -35.1
Deferred tax liabilities -3.8 0.0 -9.7
Net assets and liabilities 17.4 19.9 92.9
Non-controlling interests -2.5 0.0 -9.9
Fair value of earlier holdings 0.0 0.0 -12.9
Goodwill -9.4 6.3 101.9
Consideration 5.4 26.2 172.0
Acquisition of business - net cash impact, 3M 3M 12M
SEK m 2023 2022 2022
Cash consideration 5.4 26.2 146.4
Less cash balances acquired 0.0 -7.7 -46.8
Less redemption of loans 0.0 0.0 28.2
Net cash impact - investing activities 5.4 18.6 127.8

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. Compared with the previously preliminary acquisition analysis, the goodwill decreased while intangible assets and deferred tax liabilities increased due to the recognition of customer relations and trademark. The final analysis is expected to in all material aspects, be in line with the preliminary.

Divestments and disposals

During the quarter, the wholly owned subsidiary Nordic Takvård AB was closed. The capital loss has been reported in other operating expenses and amounts to SEK -5.3 million. The closure has no material effects on the Group's sales or earnings.

During the quarter, operations in the wholly owned subsidiary Nordic Build A/S were divested. The capital loss has been reported in other operating expenses and amounts to SEK -8.9 million. The closure has no material effects on the Group's sales or earnings.

Call/put options

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

  • average EBITDA for 2022-2024
  • average EBITDA for 2025-2026
  • discount rate of 14,6%
  • 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.

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

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 a part-owned company in Norway 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, SPT-Painting, Taasinge Elementer, RVT, EG-Trading, Playgreen, Vesikattopalvelu, Gordon Low, Annebergs Limtrae, Urban Green 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 Holding AB Interim report, January-March 2023

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 calendar

Annual General Meeting 2023 27 April 2023
Interim report, January-June 2023 20 July 2023
Interim report, January-September 2023 26 October 2023

Further information can be obtained from

Martin Ellis, President and CEO phone: +45 31 21 36 69
Per-Olof Schrewelius, CFO & Investor Relations phone: +46 707 82 79 58

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 25 April 2023, 08:00 a.m. CET.

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 forwardlooking 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.

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

NORDIC WATERPROOFING HOLDING AB PAGE 24 OF 24

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