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Ratos Interim / Quarterly Report 2016

Aug 19, 2016

2957_ir_2016-08-19_588fa93b-4e28-4cf6-b352-c3489d5f13ee.pdf

Interim / Quarterly Report

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Interim report January – June 2016

Development in company portfolio

  • Sales growth of +8%, with net sales adjusted for the size of Ratos's holding amounting to SEK 11,623m (10,736)
  • Earnings trend of -9%, mainly due to the weak performance of GS-Hydro. Adjusted for the size of Ratos's holding, adjusted EBITA in the portfolio totalled SEK 624m (683)

Acquisitions and divestments

  • Acquisition of Serena Properties and airteam completed in January and April, respectively
  • Agreement to acquire the camping and outdoor equipment company Oase Outdoors signed in June
  • Agreement to acquire the design company Gudrun Sjödén Group signed after the close of the period

Financial information

  • Profit/share of profits from companies totalled SEK 184m (401), a decline mainly attributable to weaker earnings in the portfolio and a changed company portfolio
  • Earnings per share before and after dilution amounted to SEK -0.40 (+0.65)
  • Cash and cash equivalents in the parent company totalled SEK 2,430m (2,990)
Ratos Group's key figures based on IFRS
SEKm 2016
Q 2
2015
Q 2
2016
Q 1-2
2015
Q 1-2
2015
Net sales 6,369 6,212 12,274 12,416 24,480
Operating profit 155 486 236 752 1,411
Profit before tax 32 360 7 451 892
of which, Profit/share of profits in
portfolio companies
169 241 184 401 664
of which, Exit gains in portfolio companies 236 236 1,101
of which, Impairment in portfolio companies -565
Earnings per share after dilution -0.21 0.79 -0.40 0.65 1.29
Equity (attributable to owners of the parent) 11,821 13,020 12,882
Return on equity, % 4
Equity ratio, % 46 45 47
Cash flow for the period from operating activities 148 -132 282 -45 1,252
Cash and cash equivalents in the parent company 2,430 2,990 4,677

Important events, January – June

Acquisitions and divestments

  • In January, the acquisition of Serena Properties a newly formed real estate company with a portfolio of 22 retail properties in Finland – was completed. The purchase price (enterprise value) for 100% of the company amounted to EUR 191.5m, of which Ratos paid EUR 39m and owns 56%
  • In April, the acquisition of airteam a leading supplier of ventilation solutions in Denmark – was completed. The purchase price (enterprise value) for 100% of the company amounted to DKK 575m, of which Ratos provided DKK 272m and owns 70%
  • In June, an agreement was signed to acquire approximately 80% of the shares in Oase Outdoors, a Danish family-owned company that supplies high-quality camping and outdoor equipment. The purchase price (enterprise value) for 100% of the company amounted to approximately DKK 380m, of which Ratos will pay approximately DKK 150m. The transaction is expected to be completed in the third quarter

After the end of the period

■ After the close of the period, Ratos signed an agreement to acquire approximately 30% of the shares in Gudrun Sjödén Group, an international design company that has a unique, colourful style and clear sustainability profile. The purchase price (enterprise value) for 100% of the company amounted to SEK 725m, of which Ratos will pay approximately SEK 150m. In conjunction with the transaction, Ratos signed an agreement for an option to increase its holding a further 40% in 2018. The transaction is expected to be completed in the third quarter

Capital contributions/additional purchase price

  • During the period, a capital contribution was provided to Euromaint in the amount of SEK 120m, to Bisnode in the amount of SEK 175m and to GS-Hydro in the amount of EUR 5m
  • An additional purchase price of EUR 4m was paid in connection with TFS

After the end of the period

■ After the close of the period, Ratos provided a capital contribution of NOK 316m to Aibel in order to strengthen the company's capital structure, providing a long-term, stable platform for continued operational development

Other

■ Susanna Campbell stepped down as CEO of Ratos on 1 July and Lars Johansson, Investment Director, assumed the position of Acting CEO

After the end of the period

■ The Board of Directors decided to appoint Magnus Agervald as the new CEO of Ratos. Magnus joins Ratos from his role as President and CEO of the publicly listed Byggmax Group and will assume his new position in January 2017 at the latest

More information about important events in the companies is provided on pages 5-13.

Performance of Ratos's company portfolio 1)

2016 Q 2
Companies in their
entirety
2016 Q 2
Ratos's holding
2016 Q 1-2
Companies in their
entirety
2016 Q 1-2
Ratos's holding
SEKm Change Change Change Change
Net sales in the portfolio 9,429 +18% 6,101 +11% 17,385 +12% 11,623 +8%
EBITA in the portfolio 354 -32% 270 -23% 641 -32% 460 -26%
Adjusted EBITA in the portfolio 2) 560 -1% 360 -6% 973 -6% 624 -9%

1) Comparison with corresponding period in preceding year and for comparable units.

For a reconciliation of alternative performance measures, refer to pages 26-27.

2) Excluding items affecting comparability.

On page 13, an extensive table is provided with financial information for Ratos's companies to facilitate analysis. At www.ratos.se, income statements, statements of financial position, etc., for all Ratos's companies are available in downloadable Excel files.

An eventful first six months CEO comments on performance in the first half of the year

Focus on value-creating initiatives

During the first half of the year, the portfolio displayed positive sales growth of +8% but adjusted EBITA declined -9%, both adjusted for the size of Ratos's holding. This weak earnings trend was primarily attributable to GS-Hydro, which continued to face considerable market uncertainty, with low volumes in both the offshore and land-based segments. Euromaint also displayed a decline in earnings mainly as a result of lower volumes due to previously concluded contracts. However, during the second quarter the company secured an eight-year maintenance contract with Arlanda Express.

Many of our companies are making progress both operationally and strategically, where our objective is to combine long-term value creation with a high pace of change. Because the companies are in different phases of their development, their agendas differ. Some companies are adapting to the prevailing uncertain market conditions and others are implementing significant strategic growth initiatives.

The oil service company Aibel continues to operate in an extremely challenging market and is implementing extensive additional restructuring measures in order to strengthen its

The first half of the year was eventful for Ratos – not only in terms of the level of activity in Ratos's portfolio companies but also with respect to the number of new investments and organisational changes. In June, it was announced that Susanna Campbell would be stepping down as CEO of Ratos after 13 years with the company and four years as CEO. As a result, I – Lars Johansson, Investment Director at Ratos – assumed the role of Acting CEO on 1 July, a position that I will continue to hold until Magnus Agervald, currently President and CEO of the publicly listed Byggmax Group, takes over.

In times of macroeconomic turbulence, the market situation for our companies is also affected even though the Nordic markets remain unchanged. We continue to maintain a high tempo in our value-creating and growth initiatives, which has yielded results in the form of increased sales. Nevertheless, the earnings trends in some of our companies are weak and further measures are required. During the summer, we signed agreements concerning two attractive consumer companies with significant international potential: the Danish company Oase Outdoors and the Swedish Gudrun Sjödén Group.

competitiveness. Aibel's four-year construction project at the Johan Sverdrup field is progressing according to plan. The data and analytics company Bisnode is upping the pace and implementing an extensive change programme to exploit the change in demand in data and analysis, which entails organisational changes, product development and more effective processes. The wine and spirits provider ArcusGruppen is increasing its production efficiency through higher volumes in the new production plant outside Oslo and Diab is investing in a new factory for composite material in China. The Norwegian construction company HENT recently established a presence in Sweden and secured two breakthrough contracts totalling SEK 1.6 billion.

These are all examples of changes that we, as committed owners, want to support the companies in implementing by providing both capital and expertise. Refinancing has been completed for two of our largest companies, Aibel (after the close of the period) and Bisnode (during the second quarter), with Ratos providing capital contributions totalling approximately SEK 500m, corresponding to its holdings. Refinancing will strengthen the companies' capital structures, providing a longterm, stable platform for continued operational development.

Attractive acquisitions

Despite a turbulent business environment, the level of activity in the transaction market remains high and Ratos recently signed agreements concerning two acquisitions. Including the acquisition of airteam we have completed a total of three acquisitions during the year. Ratos looks for companies with favourable development potential where our unique profile, flexible ownership horizon and clear investment strategy are considered attractive. During the second quarter, an agreement was signed to acquire the majority of the Danish company Oase Outdoors, a supplier of high-quality camping and outdoor equipment. After the close of the period, an agreement was entered into regarding a minority investment in the Swedish Gudrun Sjödén Group, a design company with a unique, colourful style and clear sustainability profile. Both companies offer highly attractive development potential, not least with respect to international expansion, and are examples of partnership situations where the previous owners actively sought a dedicated co-owner with whom they could develop their company.

Outlook for 2016

Our cautious macroeconomic view for the full year 2016 remains unchanged and we predict that the market situation will continue to vary. The activity level in the transaction market is expected to remain high. Earnings in the Ratos portfolio declined during the first half of the year and we have thus adjusted our expectations with respect to the earnings trend, adjusted for the size of Ratos's holding, from a cautiously positive view for the full year to a slight decline in earnings compared with the year-earlier period. This applies for the company portfolio owned by Ratos as per the close of the second quarter.

Lars Johansson

Companies overview

The Ratos Group's net sales for the first six months in accordance with IFRS amounted to SEK 12,274m (12,416), corresponding to a decrease of -1%. Operating profit for the same period declined to SEK 236m (752). To facilitate a comparison between periods and enable follow-up of the ongoing performance of Ratos's company portfolio, the companies overview includes certain financial information that is not defined in accordance with IFRS. For a reconciliation of the alternative performance measures used in this report with the most directly reconcilable IFRS measures, refer to Note 3.

Development in Ratos's company portfolio

Ratos invests mainly in unlisted medium-sized Nordic companies and, as per 30 June 2016, has 19 companies in its portfolio, ten of which are categorised as medium-sized (mid cap) and nine as small-sized (small cap). The largest industries in terms of sales are Construction, Industrials and Consumer goods/Commerce. The information presented for each company refers to the company in its entirety and has not been adjusted for the size of Ratos's holding, with the exception of consolidated book value.

Breakdown of net sales in the portfolio by industry **

** Adjusted for the size of Ratos's holding.

FINLAND

COMPANIES 4

SWEDEN

NORWAY

COMPANIES 4

DENMARK COMPANIES 2 COMPANIES 9

Medium-sized companies

In total, the medium-sized companies showed +14% growth in sales and an increase in adjusted EBITA of +10% (reported EBITA -5%) during the first half of 2016, adjusted for the size of Ratos's holding. Total sales for the medium-sized companies accounted for 77% of Ratos's portfolio and 93% of adjusted EBITA.

Net sales trend

Adjusted EBITA margin

Aibel

  • Strong growth of +33%, primarily driven by high activity in Field Development, mainly related to the new construction contracts for the Johan Sverdrup field. Continued weak market trend in MMO and Modification
  • Favourable delivery in terms of the project portfolio, but weak earnings trend as an effect of strong comparative figures in the first quarter of 2015 when a number of projects in the final phase of completion enhanced earnings. The company's four-year construction project at the Johan Sverdrup field is progressing according to plan.
  • Due to the ongoing uncertain market trend and the concluded maintenance contract for the Ekofisk oil field and to reinforce competitiveness, new efficiency programmes have been initiated that will involve further layoffs. Earnings were charged with costs affecting comparability totalling NOK 206m related to further modifications to the current level of activity
  • The order book at 30 June 2016 amounted to approximately NOK 16 billion (approximately NOK 16.5 billion at 30 June 2015). After the close of the period, Aibel Singapore secured a major maintenance contract for Greater Enfield Project, which is expected to extend until 2019
  • After the close of the period, a capital contribution of NOK 316m for Ratos's holding of 32%, was provided to Aibel in order to strengthen the company's capital structure, creating a long-term, stable platform for continued operational development
  • Mads Andersen, currently CEO of OneSubsea Processing System, will take over as CEO when Jan Skogseth retires on 1 January 2017
NOKm Q 1-2 2016 Q 1-2 2015
Sales 4,925 3,716
EBITA 49 241 Holding
Adjusted EBITA 256 269
Adjusted EBITA margin 5.2% 7.2% 32
%
Time of acquisition, year 2013
Book value (SEKm) 1,583

Aibel is a leading Norwegian supplier of maintenance and modification services (MMO and Modification) for oil and gas production platforms as well as new construction projects (Field Development) within oil, gas and renewable energy. The company has operations along the entire Norwegian coast as well as in Asia. Customers are primarily major oil companies which operate on the Norwegian continental shelf.

ArcusGruppen

  • Good sales growth of +8%, primarily driven by increased demand within wines in Sweden and the acquisition of Social Wines in Finland. Stable trend within spirits, with a favourable performance in the aquavit segment
  • Improved operating profit due to higher volumes and lower production costs following the relocation of production from Aalborg to Gjelleråsen. Continued earnings improvement within Vectura's distribution operations (operating loss NOK -16m (-25)). Vectura won a major distribution agreement in April
  • Minority shares in two of the company's current wine agencies were acquired during the first half of the year. In total, this represents an investment of approximately NOK 60m for ArcusGruppen. After the close of the period, a minority share in another current wine agency was acquired for approximately NOK 40m

Bisnode

  • During the first half of the year, the extensive change initiatives implemented to strengthen core operations and modernise the customer offering were accelerated. As a result, organic revenue development adjusted for currency effects amounted to -3%, mainly due to lower volumes in Sweden
  • Strategic initiatives have been implemented to strengthen the organisation, develop the offering and create profitable growth. Following the implementation of these measures, adjusted EBITA was on par with the year-earlier period. Non-recurrent costs attributable to restructuring efforts, particularly layoffs, amounted to SEK 64m (13) during the period. Further initiatives are planned
  • In order to facilitate the restructuring process, Bisnode entered into a new financing agreement in May, in conjunction with which Ratos provided SEK 175m, corresponding to its holding of 70%

Diab

  • Adjusted for currency effects, sales increased +8% compared with the year-earlier period, with a continued strong trend in the TIA* and Wind segments, while demand in the Marine segment was weak. A certain level of recovery was noted in China during the second quarter, while other markets displayed favourable growth
  • Planned growth initiatives resulted in higher costs, which were charged to earnings along with negative currency effects
  • A new facility for IPN foam production in China opened in late June 2016
  • In May, Airbus approved Diab's recently developed F50 material, which represents a breakthrough for Diab in the Aerospace segment
  • * Transport, Industry, Aerospace.
NOKm Q 1-2 2016 Q 1-2 2015
Sales 1,167 1,077
EBITA 66 21 Holding
Adjusted EBITA 69 20
Adjusted EBITA margin 5.9% 1.9% 83
%
Time of acquisition, year 2005
Book value (SEKm) 697

ArcusGruppen is a leading supplier of wine and spirits in the Nordic region through its own brands and leading agencies. The company's best known proprietary spirits brands include Aalborg Akvavit, Lysholm Linie Aquavit, Braastad Cognac and Gammel Dansk. In wines, ArcusGruppen has both its own brands and agency operations through, for example, Vingruppen.

SEKm Q 1-2 2016 Q 1-2 2015
Sales 1,700 1,750
EBITA 53 103
Adjusted EBITA 117 116
Adjusted EBITA margin 6.9% 6.6%
Time of acquisition, year 2004
Book value (SEKm) 1,466

Bisnode is a leading European provider of decision support within business, credit and market information. The customer base is companies and organisations in Europe which use Bisnode's services to convert data into knowledge for both dayto-day issues and major strategic decisions.

Holding

96%

SEKm Q 1-2 2016 Q 1-2 2015 Sales 775 741 EBITA 57 84 Adjusted EBITA 62 84 Adjusted EBITA margin 8.0% 11.4% Time of acquisition, year 2001/2009 Book value (SEKm) 676

Diab is a global company that develops, manufactures and sells core materials for sandwich composite structures including blades for wind turbines, hulls and decks for leisure boats, and components for aircraft, trains, industrial applications and buildings. The core materials have a unique combination of characteristics such as low weight, high strength, insulation properties and chemical resistance.

HENT

  • Excellent sales growth of +55% driven by a strong order book and good progress in ongoing projects
  • Healthy profitability as a result of increased sales and the effective implementation of projects in progress
  • Very strong order intake of NOK 5.7 billion. During the second quarter, HENT signed an agreement regarding the construction of a hotel in Trondheim, with an order value of approximately NOK 800m, and two breakthrough contracts in the Swedish market worth a total of SEK 1.6 billion, representing an important establishment in both the private and public sector
  • The order book at 30 June 2016 amounted to approximately NOK 10.5 billion (approximately NOK 9.0 billion at 30 June 2015)

NOKm Q 1-2 2016 Q 1-2 2015 Holding 73% Sales 3,900 2,518 EBITA 131 99 Adjusted EBITA 131 99 Adjusted EBITA margin 3.4% 3.9% Time of acquisition, year 2013 Book value (SEKm) 258

HENT is a leading Norwegian construction company with projects in Norway and Sweden, primarily newbuild public and commercial real estate. The company focuses on project development, project management and procurement. The projects are to a large extent carried out by a broad network of quality assured subcontractors.

HL Display

  • Following a positive sales trend in the first quarter, a downturn was noted in the second quarter, mainly due to a weaker performance in the UK. Adjusted for currency effects, the sales trend amounted to -2%
  • Positive profitability trend driven by previously implemented restructuring measures
  • Continued focus on new sales initiatives and streamlining of production
SEKm Q 1-2 2016 Q 1-2 2015
Sales 676 712
EBITA 29 -5
Adjusted EBITA 34 24
Adjusted EBITA margin 5.1% 3.3%
Time of acquisition, year 2001/2010
Book value (SEKm) 802

HL Display is a global supplier of products and systems for merchandising and in-store communication with operations in 47 countries. Manufacture takes place in Poland, Sweden, China and the UK.

  • KVD
  • Stable sales trend driven by favourable growth within Private Cars (+26%), a stable performance in Company Cars and a slightly weaker trend in Machines & Heavy Vehicles
  • Adjusted EBITA improved following the discontinuation of the unprofitable Norwegian auction operations. The closedown costs were charged to reported earnings
  • Continued investments in IT and the development of services in order to raise the level of customer value on the auction sites KVD is Sweden's largest independent online marketplace
SEKm Q 1-2 2016 Q 1-2 2015
Sales 165 161
EBITA 18 18 Holding
Adjusted EBITA 23 21
Adjusted EBITA margin 14.0% 13.2% 100
%
Time of acquisition, year 2010
Book value (SEKm) 328

offering broker services for second-hand vehicles. The company operates the auction sites kvd.se, kvdnorge.no, kvdpro.com and kvdauctions.com, where cars, heavy vehicles and machines are offered for sale at weekly online auctions. The number of unique visitors totals approximately 200,000 per week. The company includes valuation portals for cars.

Ledil

  • Strong sales growth of +23%, driven by higher demand in all large markets
  • Increased operating profit due to higher sales
  • Strategic initiatives in product development and sales, establishment of a new sales company in North America
Sales
18.8
15.3
EBITA
6.2
5.2
Adjusted EBITA
6.2
5.2
Adjusted EBITA margin
32.9%
33.7%
Time of acquisition, year
2014
EURm Q 1-2 2016 Q 1-2 2015
Book value (SEKm) 504

Ledil is a Finnish leading global player within secondary optics for LED lighting. The products are sold by the company's own sales force as well as via agents and distributors in Europe, North America and Asia. Production is carried out by subcontractors in Finland and China.

Mobile Climate Control

  • Favourable sales growth of +5% adjusted for currency effects. Strong sales in the Bus segment, while a weaker trend was noted in the Off-road segment
  • Profitability remained favourable, driven by implemented measures, mainly through improved product efficiency
  • Focus on growth initiatives through greater market presence and product development

Time of acquisition, year 2007/2008 Book value (SEKm) 1,079

Mobile Climate Control offers complete climate comfort systems for three main customer segments: buses, off-road and defence vehicles. Approximately 80% of the company's sales take place in North America and approximately 20% in Europe. Major production plants are located in Canada (Toronto), USA (Goshen) and Poland (Olawa).

Nebula

  • Favourable sales growth of +17% driven by higher demand in all service areas and the acquisition of Telecity
  • Improved profitability as an effect of increased sales driven by sales and product development initiatives
  • New initiatives for sales, customer loyalty and customer service to strengthen competitiveness
EURm Q 1-2 2016 Q 1-2 2015
Sales 17.5 15.0
EBITA 5.3 4.3 Holding
Adjusted EBITA 5.8 4.4
Adjusted EBITA margin 33.1% 29.2% 73
%
Time of acquisition, year 2013
Book value (SEKm) 259

Nebula is a market leading provider of cloud-based services, IT-managed services and network services to small and mediumsized enterprises in the Finnish market. The company has two data centres in Finland as well as its own leased fibre network between the largest cities in Finland. Nebula has a total of about 40,000 customers. 90% of sales are subscription based.

Small-sized companies

In total, the small-sized companies displayed a negative trend of -7% in sales and a decrease in adjusted EBITA of -73% (reported EBITA -94%) during the first half of 2016, adjusted for the size of Ratos's holding. Total sales for the small-sized companies accounted for 23% of Ratos's portfolio and 7% of adjusted EBITA.

Net sales trend

Adjusted EBITA margin

AH Industries

  • Stable sales trend, while profitability was weak due to internal disruptions in production within Manufacturing Solutions during the first quarter. Positive earnings trend during the second quarter
  • Intense focus on improvement initiatives in all business areas, resulting in orders from new Asian customers in Site Solutions

Holding

70%

DKKm Q 1-2 2016 Q 1-2 2015
Sales 397 393
Adjusted EBITA 2 11
Time of acquisition, year 2007
Book value (SEKm) 124

AH Industries is a leading supplier of metal components, modules, systems and services to the wind energy, cement and minerals industries.

airteam

  • Strong sales growth of +33% and continued favourable operating profitability. Transaction-related and other nonrecurrent costs amounted to approximately DKK 19m
  • Intense focus on growth initiatives to facilitate continued expansion
DKKm Q 1-2 2016 Q 1-2 2015
Sales 271 204
Adjusted EBITA 30 24
Time of acquisition, year 2016
Book value (SEKm) 344

airteam offers high-quality, effective ventilation solutions in Denmark.

Biolin Scientific

  • Negative sales trend of -18% due to low demand in both Analytical Instruments and Drug Discovery. Declining profitability as a result of weak sales
  • During the period, the new product Q-Sense Initiator was launched within Analytical Instruments, which is expected to contribute favourably in the long term
SEKm Q 1-2 2016 Q 1-2 2015
Sales 89 108 Holding
Adjusted EBITA -12 -1
Time of acquisition, year 2010 100
%
Book value (SEKm) 347

Biolin Scientific develops, manufactures and markets analytical instruments for research, development and quality control. The company's largest market niche is nanotechnology, primarily materials science, cell analysis and biophysics.

Euromaint

  • Weaker sales and adjusted EBITA mainly as a result of lower volumes due to previously concluded contracts. Efficiency programmes are progressing according to plan. Euromaint has secured an eight-year maintenance contract with Arlanda Express, thereby confirming its position as a high-quality maintenance company for Sweden's premium fleets
  • Ratos provided a total of SEK 120m in conjunction with Euromaint entering into a new financing agreement in February
SEKm Q 1-2 2016 Q 1-2 2015
Sales 751 853 Holding
Adjusted EBITA 31 65
Time of acquisition, year 2007 100
%
Book value (SEKm) 191

Euromaint is Sweden's leading independent maintenance company for the rail transport industry.

GS-Hydro

  • Continued very weak trend and low demand in both the offshore and land-based segments. Negative earnings driven by low volumes, price pressure, continued over capacity and increasing costs in individual projects
  • The implementation of a global restructuring programme with a focus on efficiency and cost savings is under way and additional measures are being taken. Capital contribution of EUR 5m carried out
EURm Q 1-2 2016 Q 1-2 2015
Sales 48.0 68.6 Holding
Adjusted EBITA -6.1 3.8
Time of acquisition, year 2001 100
%
Book value (SEKm) 160

GS-Hydro is a leading global supplier of non-welded piping solutions. The company's products and services are used within the marine and offshore industries, within land-based segments such as the paper and metals industries and in test equipment for the automotive industry.

Jøtul

  • Sales increase by +7% (+1% adjusted for currency effects) mainly driven by higher demand in Norway. Improved earnings due to previously implemented restructuring and efficiency programmes
  • Continued intense focus on improving production efficiency

The Norwegian company Jøtul is a global supplier of stoves and fireplaces with its main production facilities in Norway and Denmark.

Serena Properties

  • Favourable trend in terms of rental income and profitability with several leases extended
  • Active management of the real estate portfolio initiated with a focus on developing the respective retail areas and streamlining the portfolio. A small property was sold for EUR 2.3m, which exceeded the valuation at the time of Ratos's acquisition
SEKm Q 1-2 2016 Q 1-2 2015
Sales 85 84 Holding *
Adjusted EBITA 67 66
Time of acquisition, year 2016 56
%
Book value (SEKm) 378

* Serena Properties is a joint venture in which Ratos has joint controlling influence and the company is therefore recognised according to the equity method in the Group.

Serena Properties is a newly formed real estate company with a portfolio of 21 commercial retail properties in 14 mid-sized towns in Finland.

Speed Group

■ Sales growth of +14% driven by higher demand in both logistics and staffing services. Investment in new IT platform and increased focus on organisational initiatives resulted in slightly lower adjusted EBITA margin

SEKm Q 1-2 2016 Q 1-2 2015
Sales 285 249
Adjusted EBITA 22 21
Time of acquisition, year 2015
Book value (SEKm) 301

Speed Group is a Swedish supplier of services that extend from staffing and recruitment to full-scale warehouse management, and production and education.

TFS

  • Service sales* amounted to EUR 29.8m (25.4), corresponding to growth of +17%. Continued strong order book and positive book-to-bill ratio (order intake/sales)
  • Ongoing investments in the service range, organisation and operational efficiency in order to strengthen competitiveness
  • Additional purchase price of EUR 4m paid

* According to IFRS, TFS and other contract research organisations (CRO) generate two types of revenue: 1) Service sales (actual revenuegenerating sales) and 2) re-invoicing of expenditure (for example, travel expenses, laboratory costs and other overheads) at no or a very low margin. In all material respects, service sales are the most important when it comes to the company's performance and earnings.

Sales 38.9 31.9 Holding
Adjusted EBITA 2.7 1.7
Time of acquisition, year
Book value (SEKm)
2015
183
60
%

EURm Q 1-2 2016 Q 1-2 2015

TFS performs clinical trials in the human phase on behalf of pharmaceutical, biotechnology and medical device companies.

Ratos's companies 30 June 2016

Net sales in portfolio EBITA in portfolio
SEKm 2016 Q 2 2015 Q 2 2016 Q 1-2 2015 Q 1-2 2015 2016 Q 2 2015 Q 2 2016 Q 1-2 2015 Q 1-2 2015
AH Industries 272 254 495 492 929 9 5 3 13 15
Aibel 3,017 2,105 4,861 4,012 7,728 -14 135 49 260 279
airteam 1) 174 136 339 255 629 12 16 14 30 94
ArcusGruppen 631 628 1,152 1,163 2,586 56 37 65 23 218
Biolin Scientific 45 56 89 108 227 -6 0 -15 -1 8
Bisnode 845 877 1,700 1,750 3,535 69 65 53 103 280
Diab 415 372 775 741 1,450 36 47 57 84 154
Euromaint 347 374 751 853 1,735 11 19 31 65 74
GS-Hydro 210 321 446 641 1,175 -43 22 -67 29 12
HENT 2,017 1,434 3,850 2,718 5,716 60 55 129 106 189
HL Display 327 374 676 712 1,488 11 6 29 -5 8
Jøtul 173 174 372 382 930 -11 -28 -22 -43 0
KVD 87 86 165 161 317 13 10 18 18 29
Ledil 88 73 175 143 297 30 26 58 48 95
Mobile Climate Control 323 355 644 645 1,264 40 41 75 71 152
Nebula 80 74 163 140 299 21 22 49 40 87
Serena Properties 2) 43 42 85 84 167 35 33 67 66 133
Speed Group 144 135 285 249 536 11 7 22 18 25
TFS 192 153 362 298 689 15 7 25 15 45
Total companies in
their entirety 9,429 8,023 17,385 15,549 31,696 354 524 641 941 1,896
Change +18% +12% -32% -32%
Total adjusted for
Ratos's holding 6,101 5,510 11,623 10,736 22,057 270 351 460 618 1,354
Change +11% +8% -23% -26%
Adjusted EBITA in portfolio A) Interest
Depreci-
Invest-
bearing
ation
ments
Cash flow
net debt
in
in B)
in C)
in
Consoli
dated
Ratos's
SEKm 2016 Q 2 2015 Q 2 2016 kv 1-2 2015 Q 1-2 2015 portfolio portfolio
2016 Q 1-2 2016 Q 1-2
portfolio portfolio value
2016 Q 1-2 30 June 2016 30 June 2016 30 June 2016
holding
AH Industries 9 5 3 13 8 17 3 -11 308 124 70
Aibel 141 150 253 290 480 53 34 -62 4,216 1,583 32
airteam 1) 17 16 38 30 94 0 3 -25 247 344 70
ArcusGruppen 58 36 68 22 239 23 8 -149 1,289 697 83
Biolin Scientific -6 0 -12 -1 10 8 9 3 134 347 100
Bisnode 90 67 117 116 332 59 80 22 1,676 1,466 70
Diab 36 47 62 84 146 33 60 -48 848 676 96
Euromaint 11 19 31 65 87 14 2 57 393 191 100
GS-Hydro -35 25 -57 35 26 12 8 -64 380 160 100
HENT 60 55 130 107 190 3 3 349 -894 258 73
HL Display 16 23 34 24 66 17 12 -38 646 802 99
Jøtul -9 -25 -18 -39 6 24 16 -80 564 77 93
KVD 14 12 23 21 38 5 5 17 153 328 100
Ledil 30 26 58 48 95 0 0 33 151 504 66
Mobile Climate Control 40 43 75 73 154 7 5 36 383 1,079 100
Nebula 26 23 54 41 90 10 10 34 475 259 73
Serena Properties 2) 35 33 67 66 133 1,809 -1,735 1,109 378 56
Speed Group 11 8 22 21 42 4 4 108 -66 301 70
TFS 15 6 25 15 45 1 4 -3 -23 183 60
Total companies in
their entirety
560 567 973 1,033 2,283 11,989 9,756
Change -1% -6%

A) EBITA, adjusted for items affecting comparability.

B) Investments excluding business combinations.

Total adjusted for

C) Cash flow from operating activities and investing activities before acquisition and disposal of companies.

Change -6% -9%

All figures in the above table relate to 100% of each company, except consolidated value, which is based on Ratos's holding. To facilitate comparisons betwen years and provide a comparable structure, where appropriate, some companies are reported pro forma. Pro formas for 2016 are presented in the notes to the right. Complete income statements, statements of financial position and statements of cash flows for all companies are available at www.ratos.se.

Ratos's holding 360 383 624 683 1,579

1) airteam's earnings for 2016 and 2015 are pro forma taking into account Ratos's acquisition, new financing and a new group structure.

2) Serena Properties' earnings for 2016 and 2015 are pro forma taking into account Ratos's acquisition, new financing and a new group structure.

A reconciliation and accounts for components not included in the alternative performance measures used in this report are presented in Note 3.

Financial information

Ratos's results

Profit before tax for the first half of 2016 amounted to SEK 7m (451). The lower reported earnings are attributed to lower earnings in the portfolio and a modified company portfolio following the divestment of, among others, Nordic Cinema

Group in 2015. The result includes profit/share of profits from the companies in the amount of SEK 184m (401).

The relatively high tax expense for the period is attributable to the fact that tax losses in Ratos's parent company and certain portfolio companies have not been capitalised.

SEKm 2016 Q 1-2 2015 Q 1-2 2015
Profit/share of profits before tax 1)
AH Industries (70%) -3 -7 -15
Aibel (32%) -85 15 -75
ArcusGruppen (83%) 22 -26 106
Biolin Scientific (100%) -21 -4 3
Bisnode (70%) -71 42 201
Diab (96%) 43 61 105
Euromaint (100%) 7 -2 -224
GS-Hydro (100%) -60 39 11
HENT (73%) 121 104 194
HL Display (99%) 19 -26 -28
Jøtul (93%) -23 -54 -42
KVD (100%) 17 14 21
Ledil (66%) 54 32 65
Mobile Climate Control (100%) 58 45 108
Nebula (73%) 34 31 71
Total companies in portfolio all reported periods 113 266 502
airteam (70%) 2) 1
Serena Properties (56%) 3) 31
Speed Group (70%) 4) 21 10
TFS (60%) 5) 18 -2
Total companies acquired during reported periods 71 8
Hafa Bathroom Group (100%) 6) 2 3
Inwido (10%) 7) 25 42
Nordic Cinema Group (58%) 8) 108 108
Total companies divested during reported periods 135 153
Total profit/share of profits 184 401 664
Exit Nordic Cinema Group 905
Exit Inwido 236 290
Exit Hafa Bathroom Group -93
Total exit gains 236 1,101
Impairment AH Industries -85
Impairment Euromaint -480
Profit from companies 184 637 1,200
Income and expenses in the parent company and central companies
Management costs -184 -155 -252
Financial items 7 -32 -56
Consolidated profit before tax 7 451 892

1) Subsidiaries included with 100%. Investments recognised according to the equity method are included with holding percentage of pre-tax profit/loss.

2) airteam is included in consolidated profit as of April 2016.

  • 3) Serena Properties is included in consolidated profit as a joint venture with a holding of 56% from January 2016.
  • 4) Speed Group is included in consolidated profit as of September 2015.

5) TFS is included in consolidated profit as of October 2015.

6) Hafa Bathroom Group is included in consolidated profit as a subsidiary until October 2015. 7) Inwido is included in consolidated profit as an associate with a holding of 31% until April 2015 and 10% respectively until October 2015 when the entire holding was divested.

8) Nordic Cinema Group is included in consolidated profit through June 2015. The entire holding was sold in July 2015.

Income and expenses in the parent company and central companies

Ratos's central income and expenses amounted to SEK -177m (-187), consisting of management costs of SEK -184m (-155) – of which operating management costs account for SEK -149m (-143) – and net financial items of SEK 7m (-32). Earnings were charged with costs pertaining to salaries, pension and severance pay including social security costs of approximately SEK 28m in conjunction with organisational changes, such as the change of CEO and efficiency improvements within the operations. Former CEO Susanna Campbell will receive severance pay comprising salary and pension premiums for a six-month notice period as well as contractual severance pay totalling a maximum of SEK 14m.

Cash flow and financial position

Cash flow for the period amounted to SEK -1,981m (-571), of which cash flow from operating activities accounted for SEK 282m (-45), cash flow from investing activities for SEK -1,304m (700) and cash flow from financing activities for SEK -960m (-1,226). In addition to the conditions in the portfolio companies' operating activities, Ratos's cash flow was impacted by changes in the company portfolio.

The Group's cash and cash equivalents at the end of the period amounted to SEK 4,585m (4,583) and interest-bearing net debt totalled SEK 3,938m (4,331).

Parent company

The parent company's loss before tax amounted to SEK -148m (481). The parent company's cash and cash equivalents totalled SEK 2,430m (2,990). In addition, there is a credit facility of SEK 2.2 billion, authorisation from the 2016 Annual General Meeting to issue a maximum of 35 million Ratos Class B shares in conjunction with agreements on acquisitions and an authorisation to issue a maximum total of 1,250,000 Class C and/or Class D preference shares in conjunction with acquisitions.

Ratos Class B shares

Earnings per share before dilution amounted to SEK -0.40 (0.65). The closing price for Ratos's Class B shares on 30 June was SEK 41.01. The total return on Class B shares in the first half of 2016 amounted to -10%, compared with the performance for the SIX Return Index which was -4%. The 2016 Annual General Meeting resolved on an ordinary dividend of SEK 3.25 (3.25) per Class A and Class B share.

Ratos preference shares

The closing price for Ratos's Class C preference shares on 30 June was SEK 1,885. The dividend is regulated by the Articles of Association and amounts to SEK 100 per year and is paid quarterly in February, May, August and November. Redemption can take place following a decision by the Board in an amount of SEK 2,012.50 (corresponding to 115% of the subscription price) until the 2017 Annual General Meeting, and subsequent redemption will take place in an amount of SEK 1,837.50 (corresponding to 105% of the subscription price). A dividend with record date 15 February 2016 was paid on 18 February 2016 totalling SEK 18m and a dividend with a record date of 13 May 2016 was paid on 18 May 2016 totalling SEK 18m.

Treasury shares and number of shares

During the first half of 2016, 26,898 Class C preference shares were repurchased at an average price of SEK 1,886 per share. As of 30 June 2016, a total of 116,752 Class C preference shares have been repurchased. No Class B shares were repurchased and no call options were exercised during the period. 1,344 Class B shares were transferred to administrative employees in accordance with an Annual General Meeting resolution. At the end of June, Ratos owned 5,126,262 Class B shares (corresponding to 1.6% of the total number of shares), repurchased at an average price of SEK 68. As of 30 June, the total number of shares in Ratos (Class A and B shares as well as preference shares) amounted to 324,970,896 and the number of votes was 108,670,444. The number of outstanding Class A and B shares was 319,014,634 and the number of outstanding preference shares 713,248. The average number of Class B treasury shares in Ratos in the first half of 2016 was 5,126,678 (5,128,279 in the full year 2015).

Ratos's equity 1)

At 30 June 2016, Ratos's equity (attributable to owners of the parent) amounted to SEK 11,821m (SEK 12,869m at 31 March 2016), corresponding to SEK 33 per share outstanding (SEK 36 at 31 March 2016).

SEKm 30 June 2016 % of equity
AH Industries 124 1
Aibel 1,583 13
airteam 344 3
ArcusGruppen 697 6
Biolin Scientific 347 3
Bisnode 1,466 12
Diab 676 6
Euromaint 191 2
GS-Hydro 160 1
HENT 258 2
HL Display 802 7
Jøtul 77 1
KVD 328 3
Ledil 504 4
Mobile Climate Control 1,079 9
Nebula 259 2
Serena Properties 378 3
Speed Group 301 3
TFS 183 2
Total 9,756 83
Other net assets in the parent company and central companies 2,066 3) 17
Equity (attributable to owners of the parent) 11,821 100
Equity per ordinary share, SEK 2) 33

1) Companies are shown at consolidated figures, which correspond to the Group's share of the companies' equity, any residual values on consolidate surplus and deficit values, minus any intra-group profits. Shareholder loans are also included.

2) Equity attributable to owners of the parent with deductions for outstanding preference capital divided by the number of outstanding ordinary shares at the end of the period. Preference capital per preference share amounted to SEK 1,837.50, which corresponds to the redemption amount after the 2017 Annual General Meeting.

3) Of which, cash and cash equivalents in the parent company accounts for SEK 2,430m.

Credit facilities

The parent company has a credit facility of SEK 2.2 billion including a bank overdraft facility. The purpose of the credit facility is to be able to use it when bridge financing is required for acquisitions and to be able to finance dividends and day-to-day running costs in periods of few or no exits. The parent company should normally be unleveraged. The credit facility was unutilised at the end of the period.

Financial statements

Consolidated income statement

SEKm 2016 Q 2 2015 Q 2 2016 Q 1-2 2015 Q 1-2 2015
Net sales 6,369 6,212 12,274 12,416 24,480
Other operating income 8 5 21 35 120
Change in inventories of products in progress, finished goods
and work in progress
28 20 51 31 0
Work performed by the company for its own use and capitalised 19 37 40 40 88
Raw materials and consumables -3,474 -3,150 -6,592 -6,227 -12,395
Employee benefit costs -1,747 -1,760 -3,464 -3,524 -6,824
Depreciation/amortisation and impairment of property, plant
and equipment and intangible assets
-136 -172 -265 -343 -1,345
Other costs -892 -984 -1,757 -1,967 -3,890
Capital gain/loss from sale of group companies 4 1 -9 0 901
Capital gain from sale of investments recognised according to
the equity method
236 0 236 290
Share of pre-tax profit/loss from investments recognised
according to the equity method 1)
-26 41 -62 54 -14
Operating profit 155 486 236 752 1,411
Financial income 16 28 39 40 88
Financial expenses -140 -155 -268 -342 -606
Net financial items -124 -126 -229 -301 -518
Profit before tax 32 360 7 451 892
Tax -60 -46 -86 -108 -252
Share of tax from investments recognised according to the
equity method 1)
3 -6 13 -7 36
Profit/loss for the period -26 309 -66 336 676
Profit/loss for the period attributable to:
Owners of the parent -50 275 -91 250 496
Non-controlling interests 24 34 25 86 180
Earnings per share, SEK
– before dilution -0.21 0.79 -0.40 0.65 1.29
– after dilution -0.21 0.79 -0.40 0.65 1.29

1) Tax attributable to shares of profit/loss before tax from investments recognised according to the equity method are presented on a separate line.

Consolidated statement of comprehensive income

SEKm 2016 Q 2 2015 Q 2 2016 Q 1-2 2015 Q 1-2 2015
Profit/loss for the period -26 309 -66 336 676
Other comprehensive income
Items that will not be reclassified to profit or loss:
Remeasurement of defined benefit pension obligations, net 16 0 2 86
Tax attributable to items that will not be reclassified
to profit or loss
-6 0 -3 -22
10 -1 64
Items that may be reclassified subsequently to profit or loss:
Translation differences for the period 210 -153 325 -186 -546
Change in hedging reserve for the period -3 14 2 3 1
Tax attributable to items that may be reclassified subsequently
to profit or loss
0 -2 -1 0 0
206 -141 327 -183 -545
Other comprehensive income for the period 206 -131 327 -184 -482
Total comprehensive income for the period 180 178 260 152 194
Total comprehensive income for the period attributable to:
Owners of the parent 96 177 139 119 152
Non-controlling interest 85 1 122 33 41

Summary consolidated statement of financial position

SEKm 30 June 2016 30 June 2015 31 Dec 2015
ASSETS
Non-current assets
Goodwill 13,547 12,726 12,671
Other intangible non-current assets 1,738 1,570 1,623
Property, plant and equipment 1,806 1,921 1,789
Financial assets 2,930 3,126 2,522
Deferred tax assets 555 545 490
Total non-current assets 20,576 19,888 19,094
Current assets
Inventories 2,071 2,163 1,890
Current receivables 4,676 4,467 4,875
Cash and cash equivalents 4,585 4,583 6,455
Assets held for sale 8 4,107 308
Total current assets 11,341 15,320 13,529
Total assets 31,917 35,207 32,623
EQUITY AND LIABILITIES
Equity including non-controlling interests 14,546 16,001 15,302
Non-current liabilities
Interest-bearing liabilities 6,921 6,545 5,886
Non-interest bearing liabilities 476 301 451
Pension provisions 469 463 454
Other provisions 110 150 112
Deferred tax liabilities 487 388 392
Total non-current liabilities 8,463 7,846 7,294
Current liabilities
Interest-bearing liabilities 1,457 1,955 2,346
Non-interest bearing liabilities 6,711 6,024 6,796
Provisions 741 600 595
Liabilities attributable to Assets held for sale 2,782 291
Total current liabilities 8,908 11,360 10,028
Total equity and liabilities 31,917 35,207 32,623

Summary statement of changes in consolidated equity

30 June 2016 30 June 2015 31 Dec 2015
SEKm Owners
of the
parent
Non
controlling
interest
Total
equity
Owners
of the
parent
Non
controlling
interest
Total
equity
Owners
of the
parent
Non
controlling
interest
Total
equity
Opening equity 12,882 2,419 15,302 14,027 2,982 17,009 14,027 2,982 17,009
Adjusted 1) -26 -5 -31
Adjusted equity 12,857 2,414 15,271 14,027 2,982 17,009 14,027 2,982 17,009
Total comprehensive
income for the period
139 122 260 119 33 152 152 41 194
Dividends -1,108 -17 -1,125 -1,120 -36 -1,156 -1,120 -210 -1,330
Non-controlling interests'
share of capital contri
bution
223 223 1 1 20 20
Purchase of treasury
shares, net effect
-50 -50 -166 -166
Option premiums 3 3
Put options, future
acquisitions from non
controlling interests
-4 -10 -14 -139 -139
Acquisition of shares in
subsidiaries from non
controlling interests
-13 -8 -21 -6 -1 -6 -15 -2 -18
Disposal of shares in sub
sidiaries to non-controlling
interests
1 0 1 2 3 5
Non-controlling interests
at acquisition
2 2 274 274
Non-controlling interests
in disposals
-551 -551
Closing equity 11,821 2,724 14,546 13,020 2,981 16,001 12,882 2,419 15,302

1) Pertains to adjustment of acquisition analysis for ArcusGruppen for 2013.

Consolidated statement of cash flows

SEKm 2016 Q 1-2 2015 Q 1-2 2015
Operating activities
Profit/loss before tax 7 451 892
Adjustment for non-cash items 556 -150 203
563 301 1,096
Income tax paid -143 -163 -288
Cash flow from operating activities before change in working capital 419 138 807
Cash flow from change in working capital
Increase (-)/Decrease (+) in inventories -132 -73 83
Increase (-)/Decrease (+) in operating receivables 514 124 -293
Increase (+)/Decrease (-) in operating liabilities -518 -234 655
Cash flow from operating activities 282 -45 1,252
Investing activities
Acquisition, group companies -702 -108 -587
Disposal, group companies -10 34 1,532
Acquisitions, investments recognised according to the equity method -103
Disposals, investments recognised according to the equity method 1,103 1,599
Dividends paid from investments recognised according to the equity method 12 12
Purchase, intangible assets/property, plant and equipment -238 -388 -697
Disposal, intangible assets/property, plant and equipment 8 14 44
Investments, financial assets -261 -1 -1
Disposal, financial assets 1 34 42
Cash flow from investing activities -1,304 700 1,943
Financing activities
Non-controlling interests' share of issue/capital contribution 206 1 20
Purchase of treasury shares -51 -168
Redemption of options -7 -6 -41
Option premiums paid 51 1 18
Acquisition of shares in subsidiaries from non-controlling interests -59 -72 -77
Dividends paid -1,073 -1,078 -1,120
Dividends paid, non-controlling interests -23 -30 -204
Borrowings 1,257 1,043 1,192
Amortisation of loans -1,261 -1,085 -1,583
Cash flow from financing activities -960 -1,226 -1,961
Cash flow for the period -1,981 -571 1,234
Cash and cash equivalents at the beginning of the year 6,455 5,320 5,320
Exchange differences in cash and cash equivalents 96 -10 -100
Increase (-)/Decrease (+) of cash and cash equivalents classified as
Assets held for sale
15 -156 2
Cash and cash equivalents at the end of the period 4,585 4,583 6,455

Key figures for the Ratos share

2016 Q 1-2 2015 Q 1-2 2015
Key figures per share 1)
Total return, % -10 20 9
Dividend yield, % 6.7
Market price, SEK 41.01 53.50 48.83
Dividend, SEK 3.25
Equity attributable to owners of the parent, SEK 2) 33 36 36
Earnings per share before dilution, SEK 3) -0.40 0.65 1.29
Average number of ordinary shares outstanding:
– before dilution 319,014,218 319,011,929 319,012,617
– after dilution 319,014,218 319,011,929 319,012,617
Total number of registered shares 324,970,896 324,970,896 324,970,896
Number of shares outstanding 319,727,882 319,843,290 319,753,436
– of which, Class A shares 84,637,060 84,637,060 84,637,060
– of which, Class B shares 234,377,574 234,376,230 234,376,230
– of which, Class C shares 713,248 830,000 740,146

1) Relates to Class B shares unless specified otherwise.

2) Equity attributable to owners of the parent with deductions for outstanding preference capital divided by the number of outstanding ordinary shares at the end of the period. Preference capital per preference share amounted to SEK 1,837.50, which corresponds to the redemption amount after the 2017 Annual General Meeting.

3) Profit for the period attributable to owners of the parent minus dividend for the period on preference shares divided by the average number of outstanding ordinary shares.

Parent company income statement

SEKm 2016 Q 2 2015 Q 2 2016 Q 1-2 2015 Q 1-2 2015
Other operating income 0 1 1 1 3
Other external costs -23 -33 -41 -65 -110
Personnel costs -80 -48 -107 -77 -141
Depreciation of property, plant and equipment -1 -1 -2 -2 -3
Operating loss -103 -82 -148 -143 -252
Gain from sale of participating interests in group companies 0 8
Dividends from group companies 4 983
Impairment of shares in group companies -1,033
Gain from sale of interests in associates 646 646 920
Dividends from associates 12 12 12
Result from other securities and receivables accounted for as
non-current assets
0 3 0 3 6
Other interest income and similar profit/loss items 8 21 1 5
Interest expenses and similar profit/loss items -17 -34 -21 -44 -61
Profit/loss after financial items -111 546 -148 481 587
Tax
Profit/loss for the period -111 546 -148 481 587

Parent company statement of comprehensive income

SEKm 2016 Q 2 2015 Q 2 2016 Q 1-2 2015 Q 1-2 2015
Profit/loss for the period -111 546 -148 481 587
Comprehensive income for the period -111 546 -148 481 587

Summary parent company balance sheet

SEKm 30 June 2016 30 June 2015 31 Dec 2015
ASSETS
Non-current assets
Property, plant and equipment 65 68 67
Financial assets 10,028 9,405 8,961
Total non-current assets 10,093 9,473 9,028
Current assets
Current receivables 35 107 87
Cash and cash equivalents 2,430 2,990 4,677
Total current assets 2,466 3,097 4,764
Total assets 12,559 12,571 13,792
EQUITY AND LIABILITIES
Equity 9,405 10,768 10,711
Non-current provisions
Other provisions 10 20 23
Non-current liablities
Interest-bearing liabilities, group companies 899 540 879
Non-interest bearing liabilities 49 44 50
Current provisions 381 361 309
Current liabilities
Interest-bearing liabilities, group companies 1,671 638 1,714
Non-interest bearing liabilities 145 200 105
Total equity and liabilities 12,559 12,571 13,792
Pledged assets none none none
Contingent liabilities 392 340 400

Summary statement of changes in parent company's equity

SEKm 30 June 2016 30 June 2015 31 Dec 2015
Opening equity 10,711 11,406 11,406
Comprehensive income for the period -148 481 587
Dividends -1,108 -1,120 -1,120
Purchase of treasury shares, net effect -50 -166
Option premiums 3
Closing equity 9,405 10,768 10,711

Parent company cash flow statement

SEKm 2016 Q 1-2 2015 Q 1-2 2015
Operating activities
Profit/loss before tax -148 481 587
Adjustment for non-cash items 48 -580 -354
-100 -99 233
Income tax paid
Cash flow from operating activities before
change in working capital -100 -99 233
Cash flow from change in working capital:
Increase (-)/Decrease (+) in operating receivables -16 -93 -72
Increase (+)/Decrease (-) in operating liabilities -39 -34 -63
Cash flow from operating activities -155 -226 98
Investing activities
Investment, shares in subsidiaries -1,008 -175 -749
Disposal, shares in subsidiaries 20 104 107
Liabilities to group companies 1) 1,668
Disposal, shares in associates 1,103 1,595
Disposal, financial assets 14 22
Cash flow from investing activities -988 1,046 2,643
Financing activities
Purchase of treasury shares -51 -168
Option premiums paid 2 1 4
Redemption options -4 -31
Dividends paid -1,073 -1,078 -1,120
Cash flow from financing activities -1,122 -1,081 -1,314
Cash flow for the period -2,265 -261 1,426
Cash and cash equivalents at the beginning of the year 4,677 3,251 3,251
Exchange differences in cash and cash equivalents 18
Cash and cash equivalents at the end of the period 2,430 2,990 4,677

1) Liability to centrally administered group company that arose in conjunction with divestment of group company.

Accounting principles in accordance with IFRS Note 1 Note 2

The consolidated financial statements are prepared in accordance with International Financial Reporting Standards (IFRS). The interim report is prepared in accordance with IAS 34, Interim Financial Reporting. Pertinent regulations in the Swedish Annual Accounts Act are also applied.

The parent company's interim report is prepared in accordance with the Annual Accounts Act, which is in accordance with the regulations in RFR 2 Accounting for Legal Entities.

IFRS requires uniform accounting principles within a group. The IFRS standards and issued interpretations applied in this interim report are those endorsed by the EU until and including 31 December 2015. The new and revised IFRS standards which came into force in 2016 have not had any material effect on the Ratos Group's financial statements. This means that the same accounting principles and basis of calculation are applied for the Group and the parent company as those used in preparation of the 2015 Annual Report.

Risks and uncertainties

Ratos invests in and develops mainly unlisted enterprises in the Nordic region. These operations include inherent risks attributable to both Ratos and the companies. These mainly comprise market, operational and transaction risks and can include both general risks, such as external factors and macroeconomic development, as well as company- and sector-specific risks. Ratos's future earnings development is dependent to a large extent on the success and returns of the underlying companies which is also dependent, among other things, on how successful those responsible for the investments and each company's management group and board are at developing and implementing value-enhancing initiatives.

Ratos is also exposed to various types of financial risks, primarily related to loans, trade receivables, trade payables and derivative instruments. The financial risks consist of financing risks, interest rate risks, credit risks and currency risks.

It is also essential that Ratos has the ability to attract and retain employees with the right skills and experience.

A more detailed description of the material risks and uncertainties to which the Group and the parent company are exposed is provided in the Directors' report and in Notes 30 and 37 in the 2015 Annual Report. An assessment for the coming months is provided in the CEO comments on the company's performance in the first half of the year on pages 3-4.

Alternative performance measures Note 3

Due to the nature of Ratos's operations – acquisition, development and divestment of companies – differences may arise in the structure of the Group between periods. Accordingly, consolidated sales and earnings recognised in accordance with IFRS may vary significantly from period to period as a result of differences in the composition of the company portfolio. Moreover, earnings from company divestments arise irregularly, generating significant one-off effects.

To facilitate a comparison between periods and enable follow-up of the ongoing earnings and performance of the company portfolio, Ratos

presents certain financial information that is not defined in accordance with IFRS. This information is intended to give the reader a better opportunity to evaluate Ratos's investments and should be regarded as a complement to the financial information recognised in accordance with IFRS.

The following reconciliation and accounts pertain to components included in the alternative performance measures used in this report. Definitions are available at www.ratos.se.

Net sales

SEKm 2016 Q 1-2 2015 Q 1-2 Change 2015
Net sales in the portfolio, Ratos's holding 11,623 10,736 +8% 22,057
Net sales in the portfolio, holding not owned by Ratos 5,762 4,813 9,639
Total net sales in the portfolio, companies in their entirety 17,385 15,549 +12% 31,696
Investments recognised according to the equity method -4,946 -4,096 -7,896
Subsidiaries acquired during current year -165 -802 -1,448
Subsidiaries divested during current year 1,458 1,505
Other 307 623
Net sales in accordance with IFRS 12,274 12,416 -1% 24,480

Note 3, cont.

Adjusted EBITA, EBITA and operating profit

2016 Q 1-2 2015 Q 1-2 2015
SEKm Adjusted
EBITA
Items
affecting
compar
ability
EBITA Change
EBITA
Adjusted
EBITA
Items
affecting
compar
ability
EBITA Adjusted
EBITA
Items
affecting
compar
ability
EBITA
Ratos's holding 624 -164 460 -26% 683 -65 618 1,579 -225 1,354
Holding not owned by Ratos 349 -168 180 349 -27 323 704 -162 542
Total companies in their
entirety
973 -332 641 -32% 1,033 -92 941 2,283 -387 1,896
Total EBITA in the port
folio, companies in their
entirety
641 941 1,896
Investments recognised
according to the equity
method
-178 -311 -488
Income and expenses in the
parent company and central
companies
-184 -155 -252
Amortisation and impair
ment of intangible assets in
connection with company
acquisitions
-25 -21 -658
Subsidiaries acquired during
current year
-3 -63 -142
Subsidiaries divested during
current year
415 1,299
Other -15 -55 -245
Consolidated
operating profit
236 -69% 752 1,411

Interest-bearing net debt

SEKm 30 June 2016 30 June 2015 2015
Total interest-bearing net debt in the portfolio 11,989 11,854 10,755
Investments recognised according to the equity method -5,325 -4,515 -3,880
Attributable to the parent company and central companies -2,726 -3,008 -4,708
Consolidated interest-bearing net debt 3,938 4,331 2,167
Non-current interest-bearing liabilities 6,921 6,545 5,886
Current interest-bearing liabilities 1,457 1,955 2,346
Provisions for pensions 469 463 454
Interest-bearing assets -323 -48 -63
Cash and cash equivalents -4,585 -4,583 -6,455
Consolidated interest-bearing net debt 3,938 4,331 2,167

Note 4

Acquired and divested business

Acquisition of Serena Properties

In January 2016, Ratos acquired 56% of the shares in Serena Properties, a newly formed real estate company with commercial retail properties in Finland, in accordance with the agreement signed in November 2015. The purchase price (enterprise value) for 100% of the company amounted to EUR 191.5m, of which Ratos paid EUR 39m (SEK 359m). The acquisition was carried out when Ratos, via wholly owned subsidiary Aneres Properties AB subscribed for shares in the newly formed owner company Serena Properties AB, which in turn acquired a number of Finnish real estate companies. The amount provided includes lending to the Serena Properties Group from Aneres Properties. Serena Properties is a joint venture in which Ratos has joint controlling influence and the company is therefore recognised according to the equity method in the Group.

Serena Properties owns and manages retail properties located across 14 mid-sized towns in Finland. The properties are located in established retail areas with tenants that are attractive and largely comprise grocery and discount retailers. The properties were previously 100% owned by Varma, which following the sale, retains 43% ownership in Serena Properties. Redito has been commissioned as property portfolio manager and has acquired 1% of the shares.

Acquisition of airteam

Ratos acquired 70% of the shares in airteam in April 2016, in accordance with the agreement signed in February of the same year. The purchase price (enterprise value) for 100% of the company amounted to DKK 575m, of which Ratos provided DKK 272m. The acquisition was carried out when Ratos, via wholly owned subsidiary Vento Intressenter AB, subscribed for 70% of the shares issued in the newly formed Danish owner company Airteam TopCo ApS, which in turn acquired 100% of the shares in Airteam A/S via Airteam Holding ApS.

airteam offers high-quality, effective ventilation solutions in Denmark and is headquartered in Aarhus. The company focuses on project development, project management and procurement where the projects, to a large extent, are carried out by a broad network of quality-assured subcontractors. Furthermore, airteam offers maintenance and service of its installed solutions.

The total consideration transferred for the acquisition of the shares in airteam amounted to SEK 740m. A contingent consideration may be paid in a maximum amount of SEK 50m, which corresponds with carrying amount, dependent on the outcome of customer guarantees in the acquired company. Goodwill in the preliminary acquisition analysis amounts to SEK 662m and is primarily attributable to the company's growth and business model as well as an organisation with a strong culture. airteam has been included in the Group from the acquisition date, with net sales of SEK 174m and profit before tax of SEK 1m, after amortisation of acquisition-related intangible assets of SEK 7m. For the period from January to June, sales totalled SEK 339m and profit before tax was SEK 2m. Acquisition-related costs amounted to SEK 4m.

Preliminary acquisition analysis

airteam SEKm
Trademarks 15
Customer relations 60
Property, plant and equipment 2
Financial assets 2
Current assets 135
Cash and cash equivalents 42
Deferred tax liability -48
Non-current liabilities and provisions -7
Current liabilities -122
Net identifiable assets and liabilities 78
Goodwill 662
Consideration transferred 740
of which, paid in cash 690
of which, contingent consideration 50

The acquisition analysis is preliminary and may be adjusted since the fair value has not been definitively determined for all items.

Acquisitions after the end of the reporting period

In late June, Ratos signed an agreement to acquire approximately 80% of the shares in the Danish company Oase Outdoors. The purchase price (enterprise value) for 100% of the company amounted to DKK 380m, of which Ratos will pay approximately DKK 150m. The acquisition is expected to be completed in the third quarter of 2016.

Oase Outdoors is a family-owned company that designs, produces and supplies innovative camping and outdoor equipment under three strong brands, namely Outwell®, Easy Camp® and Robens®. Resellers distribute the products globally to more than 40 markets.

In July, Ratos signed an agreement to acquire 30% of the shares in Gudrun Sjödén Group. The purchase price (enterprise value) for 100% of the company amounted to SEK 725m, of which Ratos will pay about SEK 150m. The acquisition is expected to be completed in the third quarter of 2016. Ratos also signed an agreement for an option to increase its holding a further 40% in 2018.

Gudrun Sjödén Group is a family-owned, Swedish design company with a unique, colourful style, clear sustainability profile and international market. The Gudrun Sjödén brand is sold and marketed globally through 21 of its own stores in seven countries, a global webshop and mail order service as well as online sales, which is the largest distribution channel. Customers are located in more than 50 countries, with Germany and Sweden comprising the largest markets. Gudrun Sjödén Group will be recognised in the Ratos Group according to the equity method.

Acquisitions within subsidiaries

During the first quarter, Bisnode acquired three companies to strengthen its position in Central Europe. The companies are included as subsidiaries of the Bisnode Group.

Disposals within subsidiaries

Ratos's subsidiary Euromaint, signed an agreement in December 2015 to sell all its shares in its German subsidiary. The divestment was completed during the first quarter of 2016.

Operating segments Note 5

Sales EBT 1)
SEKm 2016 Q 2 2015 Q 2 2016 Q 1-2 2015 Q 1-2 2015 2016 Q 2 2015 Q 2 2016 Q 1-2 2015 Q 1-2 2015
AH Industries 272 276 495 547 1,013 8 -1 -3 -7 -15
Aibel -46 23 -85 15 -75
ArcusGruppen 631 614 1,152 1,163 2,586 38 0 22 -26 106
Biolin Scientific 45 56 89 108 227 -10 0 -21 -4 3
Bisnode 845 877 1,700 1,750 3,535 0 42 -71 42 201
Diab 415 372 775 741 1,450 33 33 43 61 105
Euromaint 347 512 751 1,105 2,273 6 -2 7 -2 -224
GS-Hydro 210 321 446 641 1,175 -33 35 -60 39 11
HENT 2,017 1,434 3,850 2,718 5,716 57 56 121 104 194
HL Display 327 374 676 712 1,488 5 -4 19 -26 -28
Jøtul 173 174 372 382 930 -17 -22 -23 -54 -42
KVD 87 86 165 161 317 13 8 17 14 21
Ledil 88 73 175 143 297 25 24 54 32 65
Mobile Climate Control 323 355 644 645 1,264 26 40 58 45 108
Nebula 80 74 163 140 299 14 18 34 31 71
Total companies in portfolio
all reported periods
5,860 5,598 11,453 10,958 22,569 117 250 113 266 502
airteam 2) 174 174 1 1
Serena Properties 3) 29 31
Speed Group 4) 144 285 203 10 21 10
TFS 5) 192 362 203 12 18 -2
Total companies acquired
during reported periods
509 821 406 52 71 8
Hafa Bathroom Group 6) 50 102 149 0 2 3
Inwido 7) 18 25 42
Nordic Cinema Group 8) 564 1,356 1,356 -28 108 108
Total companies divested
during reported periods
614 1,458 1,505 -10 135 153
Total 6,369 6,212 12,274 12,416 24,480 169 241 184 401 664
Exit Nordic Cinema Group 905
Exit Inwido 236 236 290
Exit Hafa Bathroom Group -93
Total exit gains 236 236 1,101
Impairment AH Industries -85
Impairment Euromaint -480
Companies total 6,369 6,212 12,274 12,416 24,480 169 477 184 637 1,200
Income and expenses in the parent
company and central companies
-138 -117 -177 -186 -308
Group total 6,369 6,212 12,274 12,416 24,480 32 360 7 451 892

1) Subsidiaries included with 100%. Investments recognised according to the equity method are included with holding percentage of pre-tax profit/loss.

2) airteam is included in consolidated profit as of April 2016.

3) Serena Properties is included in consolidated profit as a joint venture with a holding of 56% from January 2016.

4) Speed Group is included in consolidated profit as of September 2015.

5) TFS is included in consolidated profit as of October 2015.

6) Hafa Bathroom Group is included in consolidated profit as a subsidiary until October 2015.

7) Inwido is included in consolidated profit as an associate with a holding of 31% until April 2015 and 10% respectively until October 2015 when the entire holding was divested.

8) Nordic Cinema Group is included in consolidated profit through June 2015. The entire holding was sold in July 2015.

Financial instruments Note 6

Ratos applies fair value measurements to a limited extent and mainly for derivatives and synthetic options, contingent considerations and put options. These items are measured according to levels two and three respectively in the fair value hierarchy.

Valuation techniques were unchanged during the period.

In the statement of financial position at 30 June 2016, the total value of financial instruments measured at fair value in accordance with level three amounts to SEK 542m (504 at 31 December 2015). Changes in the carrying amount since 31 December 2015, SEK 38m, mainly comprise issued synthetic options.

In the statement of financial position at 30 June 2016 the net value of derivatives amounts to SEK -45m (-52), of which SEK 6m (3) is recognised as an asset and SEK 51m (55) as a liability.

Goodwill Note 7

Goodwill changed during the period as shown below.

SEKm Accumulated
cost
Accumulated
impairment
Total
Opening balance
1 January 2016
14,543 -1,872 12,671
Business combinations 671 671
Reclassifications -28 -28
Translation differences
for the year
278 -45 233
Closing balance
30 June 2016
15,464 -1,917 13,547

Note 8

Related party disclosures

Transactions with related parties are made on market terms.

Parent company

The parent company has a related party relationship with its group companies, for more information see Note 33 in the 2015 Annual Report. The parent company has no pledged assets. The parent company has contingent liabilities to subsidiaries and associates amounting to SEK 392m (340). In addition, the parent company guarantees that Medcro Intressenter AB and Aneres Properties AB fulfil their obligations in conjunction with the acquisition of TFS and the acquisition of Serena Properties respectively.

The parent company's income and expenses in relation to its subsidiaries and associates for the period and the parent company's balance sheet items in relation to its subsidiaries and associates at the end of the period are presented below.

SEKm Interest
expenses
Interest
income
Dividend
2016 Q 1-2 0
2015 Q 1-2 -8 16
2015 -8 0 995
SEKm Receivable Provision Capital
Liability contribution
Contingent
liability
30 June 2016 0 351 2,570 341 392
30 June 2015 72 361 1,186 121 340
31 Dec 2015 88 309 2,594 270 400

During the second quarter, Ratos provided a capital contribution to Bisnode in the amount of SEK 175m and to GS-Hydro in the amount of SEK 46m (EUR 5m). Earlier in the year, Ratos provided a total of SEK 120m to Euromaint in conjunction with a new financing agreement. The six-month report provides a true and fair overview of the parent company's and the Group's operations, their financial position and performance, and describes material risks and uncertainties facing the parent company and other companies in the Group.

Stockholm, 19 August 2016 Ratos AB (publ)

Jonas Wiström Chairman

Ulla Litzén Annette Sadolin Karsten Slotte Board member Board member Board member

Charlotte Strömberg Jan Söderberg Per-Olof Söderberg Board member Board member Board member

This report has not been reviewed by Ratos's auditors.

Lars Johansson CEO

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Financial calendar
2016
10 Nov
Interim report January – September
2017
17 Feb Year-end report 2016
8 May Interim report January – March
17 Aug Interim report January – June
6 Nov Interim report January – September

For further information, please contact: Lars Johansson, CEO, +46 8 700 17 00 Elin Ljung, Head of Corporate Communications, +46 8 700 17 20 Helene Gustafsson, IR Manager, +46 8 700 17 98

This information is information that Ratos AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 8:00 a.m. CET on 19 August 2016.

Ratos AB (publ) Drottninggatan 2 Box 1661 SE-111 96 Stockholm Tel +46 8 700 17 00 www.ratos.se Reg. no. 556008-3585

Ratos is an investment company that owns and develops unlisted medium-sized Nordic companies. Our goal as an active owner is to contribute to long-term and sustainable business development in the companies we invest in and to make value-generating transactions. Ratos's portfolio consists of 19 medium-sized Nordic companies and the largest segments in terms of sales are Construction, Industrials and Consumer goods/Commerce. Ratos is listed on Nasdaq Stockholm and has a total of approximately 16,000 employees.