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Ratos Interim / Quarterly Report 2017

Nov 14, 2017

2957_10-q_2017-11-14_2ca2a371-a54d-45cb-9d43-be04a9dc1931.pdf

Interim / Quarterly Report

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Interim report, January-September 2017

Development in company portfolio

  • Sales unchanged
  • EBITA amounted to SEK 1,006m (938), +7%
  • Adjusted EBITA totalled SEK 1,045m (1,124), -7%
Ratos's holding
2017 Q3 2016 Q3 Change 2017 Q1-3 2016 Q1-3 Change
4,861 5,096 -5% 15,874 15,821 0%
202 245 -18% 1,006 938 +7%
222 260 -15% 1,045 1,124 -7%
1) Comparison with corresponding period in preceding year pro forma.
For reconciliation of alternative performance measures, see Note 3

Acquisitions and divestments

  • Divestment of Nebula completed in the third quarter, exit gain SEK 515m
  • Divestment of Serena Properties completed in the third quarter, exit gain SEK 79m
  • GS-Hydro Holding Oy and GS-Hydro Oy were declared bankrupt in the third quarter
  • Divestment of the remaining shareholding in Arcus in the first quarter, exit gain SEK 33m
  • Divestment of AH Industries completed in the first quarter, exit loss SEK 32m

Financial information

  • Consolidated net sales SEK 17,647m (18,579)
  • Profit before tax SEK 1,255m (-2,220)
  • Earnings per share before and after dilution SEK 2.73 (-5.74)
  • Redemption of all Class C preference shares, total redemption proceeds SEK 1,300m
  • Cash and cash equivalents in the parent company SEK 2,405m (1,627)
Financial development based on financial IFRS
2017 2016 2017 2016
SEKm Q3 Q3 Q1-3 Q1-3 2016
Net sales 5,344 6,305 17,647 18,579 25,228
Operating profit 816 -2,023 1,577 -1,786 -235
Profit before tax 741 -2,227 1,255 -2,220 -890
of which, Profit/share of profits in portfolio companies 90 149 725 332 295
Earnings per share before and after dilution 2.13 -5.34 2.73 -5.74 -1.79
Equity (attributable to owners of the parent) 10,225 10,279 11,283
Return on equity, % -4
Equity ratio, % 46 42 45
Cash flow for the period from operating activities 284 377 1,451
Cash and cash equivalents in the parent company 2,405 1,627 2,677

CEO comments on performance in the first nine months of 2017

Weak earnings require increased rate of improvement

The company portfolio showed improved earnings for the first nine months but sales and earnings weakened in the third quarter. We are continuing our collaboration with the companies to improve earnings levels and to create value. The Ratos Group's profit before tax improved for the first nine months.

The divestments of Nebula and Serena Properties, transactions with higher returns than our financial target, were completed in the third quarter and the exit gains from these divestments are included in profit for the period.

In September, GS-Hydro was declared bankrupt. Although Ratos supported the company during a considerable period of time with action programmes and capital injections, we concluded it was no longer possible to reverse the trend.

Earnings trend

For the first nine months of 2017, the portfolio showed unchanged sales while EBITA rose 7% from SEK 938m to SEK 1,006m, pro forma and adjusted for Ratos's holdings. Bisnode accounted for most of the EBITA improvement.

In the third quarter of 2017, the portfolio showed a 5% decrease in sales, and EBITA declined 18%, from SEK 245m to SEK 202m, pro forma and adjusted for Ratos's holdings. The weaker performance was mainly due to Diab, which faced a weak market combined with high commodity costs and negative currency effects. Also, Plantasjen has had a weaker development where a cold spring and summer has been countered by price cuts to manage stocks. TFS earnings were impacted by a lower service sales trend, negative currency effects and costs for ongoing recruitments. Jøtul's earnings improved due to measures implemented to increase productivity and operational efficiency.

The Ratos Group's profit before tax totalled SEK 1,255m (-2,220) for the first nine months of 2017, and SEK 741m (-2,227) for the third quarter. In the third quarter of 2016, the impairment of book values affected the comparative figures. The earnings improvement includes total exit gains of SEK 594m from the divestments of Nebula and Serena Properties.

Development in company portfolio

Several of our companies are continuously focusing on undertaking operational initiatives. HENT received a new order in Sweden and the order book is growing. During the quarter, Plantasjen opened another small-format store in Norway. In the third quarter, Aibel was awarded a contract by Teekay to complete the production vessel Petrojarl I and Speed entered a collaboration agreement with Nefab, which offers complete packaging solutions. In September, Aibel's three modules were successfully combined in the Johan Sverdrup project in Klosterfjorden, outside Haugesund. Important recruitments of senior key personnel are ongoing in Oase

Outdoors, TFS and airteam to reinforce the organisations and enable expansion.

Divestments

In the third quarter, we completed the divestment of Nebula to Telia Company, which generated an exit gain of SEK 515m, an internal rate of return (IRR) of 37% and a money multiple of 3.3x. We also completed the divestment of Serena Properties to Fastighets AB Balder, which generated an exit gain of SEK 79m, an internal rate of return (IRR) of 26% and a money multiple of 1.4x.

The trend and market outlook for GS-Hydro remained strained in the third quarter and the company was declared bankrupt in September. Together with the company's Board and management, Ratos has implemented extensive action programmes in recent years, combined with considerable capital injections. Following a careful evaluation, however, we concluded that it was no longer possible to reverse the trend. The consolidated value of GS-Hydro had already been written down to zero.

Focus on earnings and development

In the third quarter, the portfolio's earnings performance was unsatisfactory. To achieve higher earnings, we need to continue increasing the rate of improvement.

Operational management costs are continuing to decline and we estimate that the cost level is about SEK 150m on a yearly basis.

We see a continued strong transaction market with good opportunities for Ratos to benefit from our unique profile, flexible ownership horizon and clear investment strategy. Our current cash and bank balance provides readiness and opportunities to act.

Magnus Agervald, Chief Executive Officer

Important events, January-September 2017

Third quarter

  • GS-Hydro Holding Oy and its subsidiary GS-Hydro Oy were declared bankrupt following a decision by the company's Board to file a bankruptcy petition in the Tavastia Proper District Court in September, after consultation with Ratos and GS-Hydro's lenders. The company's situation is mainly due to a weak trend and substantial price pressure in the offshore market, combined with an insufficiently competitive market position. The bankruptcy had a marginal effect on earnings. In July, Ratos provided GS-Hydro with a previously agreed capital injection of EUR 2m.
  • In July, Ratos paid an additional purchase consideration of EUR 8.3m in relation to TFS.

Second quarter

  • Ratos's Annual General Meeting on 6 April approved a dividend of SEK 2.00 per ordinary share, totaling SEK 638m, which was paid in April.
  • In May, Ratos's Board of Directors resolved to carry out a compulsory redemption of all Class C preference shares for total redemption proceeds of SEK 1,300m. Following the redemption of all 830,000 Class C preference shares, the total number of shares in Ratos was 324,140,896, of which 84,637,060 were Class A shares and 239,503,836 Class B shares.
  • In June, Ratos completed the divestment of Sophion Bioscience, the final remaining business area in its subsidiary Biolin Scientific. The divestment was covered by Chapter 16 of the Swedish Companies Act (so-called Leo provisions) and was approved by an extraordinary general meeting of Ratos's shareholders on 14 June. The divestment generated no significant exit gain for Ratos.
  • In May, Ratos entered into an agreement to divest its subsidiary Nebula to Telia Company. The transaction was completed in July. The selling price for 100% of the shares (equity value) amounted to EUR 110m (approximately SEK 1.1 billion) and the enterprise value to EUR 165m. Ratos's share of the equity value was EUR 78m (SEK 752m) and the exit gain totalled SEK 515m. The divestment generated an IRR of about 37% and a money multiple of 3.3x.
  • At its capital markets day in June, Ratos presented an updated strategic agenda. Through increased value creation and higher performance levels in the portfolio companies, Ratos's long-term ambition is to lay the foundation for a larger proportion of cash-flowgenerated financing of the future dividends on Ratos's shares. The investment interval for new investments has also been updated. The goal for new acquisitions is that

the company in question must have a minimum growth potential of SEK 0.5 billion in equity value over the next five years. The upper investment interval has been lowered from SEK 5 billion to SEK 2 billion in equity value to create better balance and risk spread in the portfolio.

Ratos has chosen six sectors on which it will focus its acquisition and business development efforts going forward.

Central management costs will be reduced through internal efficiency measures.

  • In June, Ratos signed an agreement to divest all of its shares in its subsidiary Serena Properties to Fastighets AB Balder for an enterprise value of EUR 206m (approximately SEK 2 billion). Ratos received EUR 50.4m (SEK 481m) for its shareholding. The divestment generated an exit gain of SEK 79m, an internal rate of return (IRR) of 26% and a money multiple of 1.4x. The divestment was completed in September.
  • In June, Ratos contributed SEK 55m to HL Display in order to create scope for continued expansion.

First quarter

  • In February, Ledil was refinanced. Ratos received a dividend of EUR 18m for its holding of 66%.
  • In March, Bisnode entered into an agreement to acquire Global Group Dialog Solutions AG. The acquisition was completed in April. Ratos contributed SEK 54m, corresponding to its holding.
  • In March, Ratos divested its remaining shareholding of 23.6% in Arcus to Canica AS and Sundt AS. Arcus was listed on the Oslo Stock Exchange in December 2016 and generated a total exit gain of SEK 1,437m, an IRR of 30% and a money multiple of 5.7x in SEK (6.2x in NOK).
  • In March, Plantasjen signed an agreement to acquire SABA Blommor AB. The acquisition was completed in the second quarter and was financed by Plantasjen.

Refer to pages 6-11 for more information about significant events in the companies.

Complete income statements, statements of financial position and statements of cash flows for all companies are available at www.ratos.se.

Companies overview

The Ratos Group's net sales for the first nine months of 2017 in accordance with IFRS amounted to SEK 17,647m (18,579). Operating profit for the same period totalled SEK 1,577m (-1,786). To facilitate a comparison of the ongoing performance of Ratos's company portfolio, the section below presents 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.

Ratos's company portfolio

Ratos invests mainly in unlisted medium-sized Nordic companies and has 14 companies in its portfolio. The largest industries in terms of sales are Industrials, Consumer goods/Commerce and Construction.

14companies with approximately

13,400* employees

* The number of employees is based on the average number of employees for full-year 2016 for the 14 companies.

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

Ratos's companies Q3 2017

EBITA*

* Adjusted for the size of Ratos's holdings. The information presented for each company starting on page 6 refers to the company in its entirety and has not been adjusted for the size of Ratos's holding.

Consumer goods/Commerce

Plantasjen

  • Sales growth and the EBITA margin were adversely impacted by colder weather in the third quarter and a weak spring season, which was countered by a price cut to manage stocks. SABA Blommor contributed to growth, growth in comparable units remained unchanged
  • Plantasjen is strengthening its organization with the ambition to start-up e-commerce in 2018
  • In the third quarter, one new small-format store was opened in Norway
  • Daniel Juhlin has been appointed new CEO of Plantasjen. Daniel's most recent position was as CEO of Byggmax AB, a part of Byggmax Group AB. He will take up his position in early December

Gudrun Sjödén Group

  • Sales growth of 13% during the quarter, positive growth in all markets, particularly via e-commerce
  • Stronger EBITA margin due to increased sales
  • Continued focus on global expansion and development of e-commerce
Q3 Q1-3
MSEK 2017 2016 2017 2016
Sales 208 184 579 512
EBITA 31 25 59 45
EBITA margin
Cash flow from
15.0% 13.8% 10.1% 8.8%
operations 30 50

International design company with a unique, colourful style and a clear sustainability profile. Holding 30%

Q3 Q1-3
MNOK 2017 2016 2017 2016
Sales 872 795 3,127 2,986
EBITA -7 21 321 346
EBITA margin
Cash flow from
-0.8% 2.7% 10.3% 11.6%
operations -215 253
Plantasjen is the Nordic region's leading chain
for sales of plants and gardening accessories
with more than 120 stores in Norway, Sweden
and Finland and a primary focus on consumers.
Holding
99%

Jøtul

  • Positive sales trend in the third quarter, including the peak-season months of August and September. Demand continued to improve in the two core markets of North America and France, while the Nordic region and other markets showed a weaker trend
  • The initiative to improve productivity and operational efficiency began to yield results, which is reflected by the EBITA improvement. A lower capacity utilization compared with the year-earlier period had a negative impact on earnings
  • On 1 October, Nils Agnar Brunborg was appointed new CEO. Nils Agnar has been Acting CEO since January 2017.
Q3 Q1-3
MNOK 2017 2016 2017 2016
Sales 228 216 610 593
EBITA 13 3 -15 -19
EBITA margin
Cash flow from
5.8% 1.5% -2.4% -3.1%
operations -25 -80

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

Holding 93%

Oase Outdoors

  • Stable sales in the third quarter despite negative currency effects. Planned investments in growth initiatives and product development led to higher expenses, which had a negative impact on EBITA. Nonrecurring costs in the third quarter of 2016 amounted to DKK 12m
  • Growth initiatives in the organisation with recruitments in several key functions, including business development, purchasing and sales Danish company that develops, produces and
Q3 Q1-3
MDKK 2017 2016 2017 2016
Sales 68 68 306 324
EBITA 2 -6 57 59
EBITA margin
Cash flow from
3.6% -8.3% 18.5% 18.0%
operations 74 70
sells high-quality camping and outdoor
equipment.
Holding
78%

Construction

HENT

  • As expected, sales declined 10% in the third quarter following a strong 2016. High profitability continued
  • A weak cash flow during the quarter, attributable to substantial trade receivables received after the end of the quarter due to calendar effects
  • Order intake of about NOK 1.1 billion in the third quarter. New order, including construction of offices for Jernhusen in Malmö (approx. SEK 220m). At 30 September 2017, the order book was approximately NOK 10.2 billion (approximately NOK 8.9 billion at 31 December 2016)
  • In its property development operations, HENT has signed an agreement for a new project in Trondheim. The operations now have a total of six projects comprising more than 1,500 apartments, in which HENT's average holding is nearly 50%
Q3 Q1-3
MNOK 2017 2016 2017 2016
Sales 1,718 1,902 5,140 5,802
EBITA 65 49 184 180
EBITA margin
Cash flow from
3.8% 2.6% 3.6% 3.1%
operations -340 -358

HENT is a leading Norwegian construction contractor with projects in Norway and Sweden. The company focuses on newbuilds of public and commercial real estate, and focuses its resources on project development, project management and procurement. The projects are largely carried out by a broad network of quality-assured subcontractors.

Holding

73%

airteam

  • High sales growth and level of market activity. airteam is a project-based operation, in which sales and profitability vary between periods. Slightly stronger profitability compared with the year-earlier period due to successful project execution. Transaction-related and other non-recurring costs of DKK 3m were charged to EBITA in the third quarter of 2016
  • Organisational investment and intense focus on growth initiatives to enable expansion continued airteam offers high-quality, effective ventilation
Q3 Q1-3
MDKK 2017 2016 2017 2016
Sales 158 149 467 421
EBITA 17 10 39 21
EBITA margin
Cash flow from
10.8% 6.5% 8.3% 5.0%
operations 16 39
solutions in Denmark. Holding
70%

Industrials

Aibel

  • Sales declined in Modifications and Yards in the third quarter, while the performance of Field Development improved, driven by the Johan Sverdrup contract. Stable profitability in the current project portfolio
  • At 30 September 2017, the value of the order book was approximately NOK 11 billion, down 27% compared with 30 September 2016
  • In August, Aibel was awarded an FPSO* contract by Teekay to complete the production vessel Petrojarl I. The contract includes testing the vessel's onboard system. The work will be carried out in the Haugesund shipyard
  • In September, Aibel's three modules were successfully combined in the Johan Sverdrup project in Klosterfjorden, north of Haugesund, outside Aibel's shipyard. After assembly, the combined platform was transferred to the shipyard where the final installations will be carried out. In summer 2018, the completed platform will be handed over to Statoil for transport to the North Sea

*FPSO: Floating Production Storage and Offloading

MNOK 2017 2016 2017 2016 Sales 1,823 2,432 6,657 7,356 EBITA 63 90 258 140 EBITA margin 3.4% 3.7% 3.9% 1.9% Cash flow from operations -233 346 Q3 Q1-3

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

Holding 32%

Diab

Sales decline due to a weaker trend in the wind power segment, while the marine segment delivered a strong performance

  • The weak EBITA was due to lower sales, impairment of accounts receivable, sharply increased commodity costs and negative currency effects
  • An action programme is ongoing to counteract the weak market trend. Continued high commodity prices, a weaker market and negative currency effects is expected to have an adverse impact during the rest of the year
Q3 Q1-3
MSEK 2017 2016 2017 2016
Sales 342 350 1,140 1,126
EBITA -6 23 34 81
EBITA margin
Cash flow from
-1.8% 6.7% 3.0% 7.2%
operations -8 11

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.

Holding

96%

HL Display

  • Sales declined 4% in the third quarter, mainly due to lower sales in the UK
  • A lower EBITA margin due to lower sales, higher logistics costs and mix effects
  • Continued focus on product innovation, a broader offer and efficiency improvements
Q3 Q1-3
MSEK 2017 2016 2017 2016
Sales 353 368 1,087 1,044
EBITA 18 27 43 56
EBITA margin
Cash flow from
5.2% 7.4% 4.0% 5.4%
operations 15 -40

HL Display is an international supplier of products and systems for merchandising and instore communication with operations in 47 markets. Manufacturing takes place in Poland, Sweden, China and the UK.

Holding

Ledil

  • Sales growth primarily driven by the European market, which is Ledil's largest market
  • Changed assessment has resulted in Ledil capitalising its product tools, which had a positive impact of a total of EUR 0.4m on the EBITA margin for the quarter compared with the year-earlier period. Previous periods in 2017 are pro forma in relation to the changed assessment
  • Continued robust sales and product development initiatives
Q3 Q1-3
MEUR 2017 2016 2017 2016
Sales 10.8 10.5 31.1 29.3
EBITA 3.5 3.2 9.5 9.5
EBITA margin
Cash flow from
32.6% 30.9% 30.5% 32.2%
operations 3.9 6.9

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.

Technology, Media, Telecom

Bisnode

  • Sales rose 5% in the third quarter compared with the year-earlier quarter, organic currency-adjusted growth was 1%, due to a positive trend in Sweden and DACH*. To date this year, the organic and currency-adjusted growth rate is 1%
  • EBITA improved SEK 23m, of which SEK 14m was attributable to non-recurring costs in the third quarter of 2016 related to the restructuring process, primarily layoffs.
  • The extensive change initiatives to strengthen the core business and modernise the customer offering are being carried out at a high pace
Q3 Q1-3
MSEK 2017 2016 2017 2016
Sales 833 793 2,603 2,493
EBITA 85 62 254 115
EBITA margin
Cash flow from
10.2% 7.8% 9.8% 4.6%
operations 26 270

Bisnode is a leading European data and analysis company. The customer base comprises companies and organisations in Europe which use Bisnode's services to convert data into knowledge for both day-to-day issues and major strategic decisions.

Holding

70%

* DACH; Germany, Switzerland, Austria

Kvdbil

  • During the quarter, growth was driven by good development in all three segments – Private Cars, Company Cars and Machines & Heavy Vehicles. Marketing and IT costs had a negative impact on EBITA. Non-recurring costs in the third quarter of 2016 amounted to SEK 6m
  • Continued investment in IT and the development of services in order to raise the level of customer value on auction sites Kvdbil is Sweden's largest independent online
Q3 Q1-3
MSEK 2017 2016 2017 2016
Sales 82 71 253 236
EBITA 8 6 25 24
EBITA margin
Cash flow from
9.6% 8.8% 9.9% 10.3%
operations 6 13

marketplace 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's service offering includes valuation portals for cars.

Healthcare

TFS

  • In the third quarter, service sales* amounted to EUR 13.9m (13.9), which was in line with the yearearlier period. Negative organic service sales growth due to cancellations of a number of major customer projects. Weak order intake to date this year
  • EBITA was adversely impacted by cancelled customer projects, a number of senior recruitments and high negative currency effects. Non-recurring costs had a total impact of EUR 0.7m on EBITA, partly related to acquisition costs and the change of CEO
  • During the quarter, Daniel Spasic stepped down from his position as CEO and James Utterback was appointed Acting CEO. Recruitment of a new CEO is ongoing

* According to IFRS, TFS and other contract research organizations (CRO) generate two types of revenue: 1) service sales (actual revenue-generating 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.

Business services

Speed Group

  • Weaker sales and lower margin, mainly attributable to a modified contract portfolio. Investments completed in process and system improvements creates an attractive customer offering and facilitate future growth
  • The collaboration agreement signed in the second quarter with Luna AB, part of B&B Tools, related to logistics management means that Speed, as the first Nordic 3PL* player, will be investing in a fully automated warehouse solution from Autostore. Cash flow was impacted by investment in the warehouse solution from Autostore
  • In the third quarter, a collaboration agreement was signed with Nefab, which offers complete packaging solutions that reduce customers' overall costs and environmental impact
  • * Third-party logistics
Q3 Q1-3
MEUR 2017 2016 2017 2016
Sales 22.9 20.1 66.2 59.0
EBITA -1.0 1.6 0.2 4.3
EBITA margin -4.5% 8.0% 0.4% 7.2%
Cash flow from
operations -0.4 0.5
TFS performs clinical trials in the human phase
on behalf of the pharmaceutical, biotechnology
and medical device industries.
Holding
60%
Q3 Q1-3
MSEK 2017 2016 2017 2016
Sales 126 141 382 426
EBITA 10 18 24 39
EBITA margin
Cash flow from
8.1% 12.4% 6.3% 9.2%
operations -70 -10

Speed Group is a Swedish provider of services that extend from staffing and recruitment to fullscale warehouse management, as well as production and education.

Ratos's companies, adjusted for the size Ratos's holdings

Net sales in portfolio EBITA in portfolio
SEKm 2017 Q3 2016 Q3 2017 Q1-3 2016 Q1-3 2016 2017 Q3 2016 Q3 2017 Q1-3 2016 Q1-3 2016
Aibel 591 795 2,203 2,346 3,474 20 29 85 45 15
airteam 1) 141 133 419 368 535 15 9 35 18 32
Bisnode 582 554 1,819 1,742 2,416 60 43 178 80 159
Diab 328 337 1,095 1,081 1,456 -6 22 33 77 105
Gudrun Sjödén Group 2) 62 55 174 154 214 9 8 18 14 21
HENT 1,280 1,423 3,891 4,232 5,829 49 37 139 131 174
HL Display 347 362 1,071 1,029 1,397 18 27 43 56 66
Jøtul 216 204 587 549 832 13 3 -14 -17 0
KVD 82 71 253 236 321 8 6 25 24 37
Ledil 3) 68 66 197 182 242 22 20 60 59 70
Oase Outdoors 4) 68 69 309 320 331 2 -5 57 58 36
Plantasjen 5) 876 814 3,209 2,953 3,656 -10 25 330 343 230
Speed Group 88 99 267 298 393 7 12 17 27 24
TFS 131 114 380 331 475 -6 9 1 24 38
Total adjusted for
Ratos's holding 4,861 5,096 15,874 15,821 21,570 202 245 1,006 938 1,009
Change -5% +0% -18% +7%
Adjusted EBITA in portfolio A ) Cash flow from
operations in
portfolio B)
Interest-bearing
net debt in
portfolio
Ratos's holding
(%)
SEKm 2017 Q3 2016 Q3 2017 Q1-3 2016 Q1-3 2016 2017 Q1-3 17-09-30 17-09-30
Aibel 28 10 93 91 100 114 761 32
airteam 1) 15 11 35 37 52 35 101 70
Bisnode 64 57 187 139 250 189 1,162 70
Diab -6 22 33 82 110 11 856 96
Gudrun Sjödén Group 2) 9 8 18 14 21 15 -21 30
HENT 49 37 139 132 175 -271 -205 73
HL Display 20 32 45 66 84 -39 551 99
Jøtul 13 4 -10 -13 7 -77 547 93
KVD 8 12 27 35 48 13 147 100
Ledil 3) 22 20 60 59 70 44 226 66
Oase Outdoors 4) 2 7 57 74 57 70 165 78
Plantasjen 5) -8 18 339 357 296 260 2,202 99
Speed Group 7 12 17 27 29 -7 -12 70
TFS -2 9 6 24 40 3 28 60
Total adjusted for
Ratos's holding 222 260 1,045 1,124 1,337 360 6,508
Change -15% -7%

A) EBITA, adjusted for non-recurring items.

B) Cash flow from operations, excluding paid tax and interest, but including investments and divestments of intangible assets and property, plant and equipment, respectively.

All figures in the above table are based on Ratos's holdings. In order to facilitate comparisons between years and provide a comparable structure, where appropriate some holdings are reported pro forma. Pro formas are presented below.

  1. airteam's earnings for 2016 are pro forma in terms of Ratos's acquisitions, and for new financing and Group structure.

  2. Gudrun Sjödén Group's earnings for 2016 are pro forma in terms of Ratos's acquisition.

  3. Ledil's earnings for 2017 are pro forma in terms of the changed assessment under IFRS, which has led to the capitalisation of Ledil's product tools and accordingly, an EBITA improvement of SEK 2.5m for the third quarter, and SEK 11.5m for the first nine months of 2017. No pro forma figures were calculated for 2016.

  4. Oase Outdoors' earnings for 2016 are pro forma in terms of Ratos's acquisition and for new financing and Group structure.

  5. Plantasjen's earnings for 2016 are pro forma in terms of Ratos's acquisition and for new financing and Group structure.

Complete income statements, statements of financial position and statements of cash flows for all the companies are available at www.ratos.se.

Financial information

Ratos's results

Profit before tax for the first nine months of 2017 totalled SEK 1,255m (-2,220). In 2016, earnings were charged with impairment losses of SEK 2,301m. In 2017, earnings include exit gains totalling SEK 594m from Nebula and Serena Properties. This result includes profit/share of profits from the companies of SEK 725m (332). The improvement is attributable to a changed company portfolio with earnings from the companies acquired in 2016: airteam, Gudrun Sjöden Group, Oase Outdoors and Plantasjen, improved earnings in Bisnode and a reduction in non-recurring items.

Ratos's operational management costs amounted to SEK -115m (-195). In 2016, costs included organisational changes including the change of CEO. Refer to Note 5 for more details about Ratos's results.

Cash flow and financial position

Cash flow for the period was SEK -854m (-2,892), of which cash flow from operating activities accounted for SEK 284m (377), cash flow from investing activities for SEK 1,251m (-2,389) and cash flow from financing activities for SEK -2,388m (-880). In addition to the conditions in the portfolio companies' operating activities, Ratos's cash flow was impacted by changes in the company portfolio. At the end of the period, the Group's cash and cash equivalents amounted to SEK 3,537m (3,752) and interest-bearing net debt totalled SEK 4,115m (5,275).

Ratos's equity

At 30 September 2017, Ratos's equity (attributable to owners of the parent) amounted to SEK 10,225m (SEK 9,550m at 30 June 2017), corresponding to SEK 32 per share outstanding (SEK 30 at 30 June 2017).

Parent company

Operating loss totalled SEK -116m (-202). In 2016, earnings were impacted by higher personnel costs due to organisational changes. The parent company's profit before tax amounted to SEK 1,101m (-1,156). In 2016, earnings included impairment of shares in subsidiaries. The parent company's cash and cash equivalents totalled SEK 2,405m (1,627).

Ratos's Class B share

Earnings per share before dilution amounted to SEK 2.73 (-5.74). At 30 September, the closing price for Ratos's Class B shares was SEK 39.86. The total return on Class B shares for the first nine months of 2017 amounted to -3%, compared with the performance for the SIX Return Index, which was 13%.

Redemption of Ratos's preference shares On 16 May 2017, the Board of Directors of Ratos AB resolved on a compulsory redemption of all Class C preference shares. In accordance with the redemption provision in Article 6, item 5 of the Articles of Association, the Board also decided to reduce the company's share capital by SEK 2,614,500 in conjunction with the redemption of its 830,000 preference shares. The total redemption proceeds for the 707,408 Class C preference shares outstanding amounted to SEK 1,300m, corresponding to SEK 1,837.50 per preference share. Payment of the redemption proceeds took place on 16 June 2017. Prior to redemption, dividends on Class C preference shares were paid as follows: With a record date of 15 February 2017, SEK 18m was paid on 20 February 2017. With a record date of 15 May 2017, SEK 21m was paid on 18 May 2017.

Treasury shares and number of shares

No Class B shares were repurchased and no call options were exercised during the period. At the end of September, 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.

At 30 September, the total number of shares in Ratos (Class A and B shares) amounted to 324,140,896 and the number of votes to 108,587,444. The number of outstanding Class A and B shares was 319,014,634. The average number of Class B treasury shares in Ratos in the first nine months of 2017 was 5,126,262 (5,126,468 in fullyear 2016).

Credit facilities and new issue mandate

The parent company has a credit facility of SEK 2.2 billion including a bank overdraft facility. The purpose of the 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 with few or no exits. The parent company should normally be unleveraged. The credit facility was unutilised at the end of the period. In addition, there is also a mandate from the 2017 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.

Other

In accordance with a policy for the appointment of a Nomination Committee adopted by Ratos's AGM in 2016, the company's major shareholders/owners appointed, from among their number, a Nomination Committee with the Chairman of the Board Jonas Wiström as convener.

Ragnar Söderberg (Ragnar Söderberg Foundation and related parties' holdings) was appointed Chairman. Other members are: Jan Söderberg (own and related parties' holdings), Maria Söderberg (Torsten Söderberg Foundation and own holding), Erik Brändström (Spiltan

Fonder AB), Håkan Roos (Roosgruppen AB) and Jonas Wiström (Chairman of Ratos's Board). Ratos's Annual General Meeting will be held on 3 May 2018 at Skandiascenen, Cirkus, in Stockholm, Sweden.

Key figures for Ratos's share

2017 Q1-3 2016 Q1-3 2016
-3 -11 -6
4.6
39.86 40.74 43.14
2.00
32 28 31
2.73 -5.74 -1.79
319,014,634 319,014,358 319,014,428
319,014,634 319,014,358 319,014,428
324,140,896 324,970,896 324,970,896
319,014,634 319,722,795 319,722,042
84,637,060 84,637,060 84,637,060
234,377,574 234,377,574 234,377,574
708,161 707,408

1) Relates to Class B shares unless specified otherwise.

2) Equity attributable to owners of the parent divided by the number of outstanding ordinary shares at the end of the period. Comparison periods have been adjusted for outstanding preference share capital. All preference shares were redeemed by the end of the second quarter 2017.

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.

Financial statements

Consolidated income statement

SEKm 2017 Q3 2016 Q3 2017 Q1-3 2016 Q1-3 2016
Net sales 5,344 6,305 17,647 18,579 25,228
Other operating income 30 11 70 32 88
Change in inventories of products in progress, finished goods and work
in progress
-17 -8 12 43 7
Work performed by the company for its own use and capitalised 14 18 46 58 90
Raw materials and consumables -2,878 -3,478 -9,267 -10,070 -13,695
Employee benefit costs -1,394 -1,608 -4,570 -5,073 -6,807
Depreciation/amortisation and impairment of property, plant and
equipment and intangible assets
-143 -765 -456 -1,029 -1,441
Other costs -773 -806 -2,586 -2,563 -3,539
Capital gain/loss from group companies 583 7 559 -2 1,678
Impairment and capital gain from investments recognised according to
the equity method
79 -1,692 112 -1,692 -1,692
Share of pre-tax profit/loss from investments recognised according to
the equity method 1) -29 -6 11 -69 -152
Operating profit/loss 816 -2,023 1,577 -1,786 -235
Financial income 15 16 56 55 96
Financial expenses -89 -221 -378 -489 -751
Net financial items -74 -205 -322 -434 -655
Profit/loss before tax 741 -2,227 1,255 -2,220 -890
Tax -46 -52 -218 -138 -198
Share of tax from investments recognised according to the equity
method 1) 8 5 -4 18 18
Profit/loss for the period 703 -2,274 1,032 -2,340 -1,071
Profit/loss for the period attributable to:
Owners of the parent 681 -1,687 910 -1,778 -500
Non-controlling interests 22 -587 123 -563 -570
Earnings per share, SEK
– before dilution 2.13 -5.34 2.73 -5.74 -1.79
– after dilution 2.13 -5.34 2.73 -5.74 -1.79

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 2017 Q3 2016 Q3 2017 Q1-3 2016 Q1-3 2016
Profit/loss for the period 703 -2,274 1,032 -2,340 -1,071
Other comprehensive income
Items that will not be reclassified to profit or loss:
Remeasurement of defined benefit pension obligations, net -87 -87 -70
Tax attributable to items that will not be reclassified to profit or loss 21 21 18
-66 -66 -51
Items that may be reclassified subsequently to profit or loss:
Translation differences for the period 19 327 -103 653 312
Change in hedging reserve for the period -12 5 -25 7 -54
Tax attributable to items that may be
reclassified subsequently to profit or loss 2 -1 5 -2 9
9 331 -123 657 268
Other comprehensive income for the period 9 264 -123 591 216
Total comprehensive income for the period 712 -2,009 910 -1,749 -854
Total comprehensive income for the period attributable to:
Owners of the parent 674 -1,506 809 -1,367 -388
Non-controlling interest 39 -503 101 -381 -466

Summary consolidated statement of financial position

SEKm 2017-09-30 2016-09-30 2016-12-31
ASSETS
Non-current assets
Goodwill 12,061 13,588 12,990
Other intangible non-current assets 1,855 1,862 1,844
Property, plant and equipment 1,773 1,838 1,970
Financial assets 1,387 1,839 2,373
Deferred tax assets 466 593 594
Total non-current assets 17,543 19,721 19,771
Current assets
Inventories 1,140 2,104 1,389
Current receivables 3,931 4,956 3,771
Cash and cash equivalents 3,537 3,752 4,389
Assets held for sale 8 485
Total current assets 8,608 10,819 10,034
Total assets 26,151 30,540 29,805
EQUITY AND LIABILITIES
Equity including non-controlling interests 12,069 12,733 13,286
Non-current liabilities
Interest-bearing liabilities 5,639 7,058 6,953
Non-interest bearing liabilities 373 383 582
Pension provisions 494 568 487
Other provisions 79 114 99
Deferred tax liabilities 542 531 501
Total non-current liabilities 7,126 8,653 8,623
Current liabilities
Interest-bearing liabilities 1,637 1,717 1,228
Non-interest bearing liabilities 4,641 6,889 5,630
Provisions 678 547 553
Liabilities attributable to Assets held for sale 485
Total current liabilities 6,956 9,154 7,896
Total equity and liabilities 26,151 30,540 29,805

Summary statement of changes in consolidated equity

2017-09-30 2016-09-30 2016-12-31
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 11,283 2,003 13,286 12,882 2,419 15,302 12,882 2,419 15,302
Adjustment
Adjusted equity
11,283 2,003 13,286 -25
12,858
-5
2,414
-30
15,272
-35
12,847
-10
2,409
-46
15,256
Total comprehensive income for
the period
809 101 910 -1,367 -381 -1,749 -388 -466 -854
Dividends -659 -90 -749 -1,108 -22 -1,130 -1,108 -22 -1,131
Non-controlling interests' share of
capital contribution and new issue
28 28 477 477 494 494
Purchase/redemption of treasury
shares, net effect
-1,300 -1,300 -60 -60 -61 -61
Option premiums 1 1 2 2 2 2
Put options, future acquisitions
from non-controlling interests
-6 -6 -4 -15 -19 -4 -38 -42
Acquisition of shares in
subsidiaries from non-controlling
interests
1 -5 -5 -41 -18 -59 -6 -55 -60
Disposal of shares in subsidiaries
to non-controlling interests
0 4 4 0 0
Non-controlling interests at
acquisition
-1 -1 8 8
Non-controlling interests in
disposals
-102 -102 -63 -63
Adjusted non-controlling interests 91 -91 -264 -264
Closing equity 10,225 1,843 12,069 10,279 2,454 12,733 11,283 2,003 13,286

Consolidated statement of cash flows

SEKm 2017 Q1-3 2016 Q1-3 2016
Operating activities
Profit/loss before tax 1,577 -1,786 -235
Adjustment for non-cash items -114 2,955 1,784
1,463 1,169 1,549
Income tax paid -126 -201 -232
Cash flow from operating activities before change in working capital 1,337 968 1,317
Cash flow from change in working capital
Increase (-)/Decrease (+) in inventories -42 -98 -47
Increase (-)/Decrease (+) in operating receivables -443 462 -118
Increase (+)/Decrease (-) in operating liabilities -568 -955 299
Cash flow from operating activities 284 377 1,451
Investing activities
Acquisition, group companies -353 -1,187 -2,242
Disposal, group companies 707 -2 1,757
Acquisitions, investments recognised according to the equity method -16 -585 -585
Disposals, investments recognised according to the equity method 1,005
Purchase and disposal, intangible assets/property, plant and equipment -372 -369 -529
Investments and disposal, financial assets 272 -256 -257
Received interest 8 10 13
Cash flow from investing activities 1,251 -2,389 -1,844
Financing activities
Non-controlling interests' share of issue/capital contribution 41 280 298
Purchase/redemption of treasury shares -1,300 -60 -62
Option premiums paid 18 55 66
Redemption of options -5 -9 -11
Acquisition and disposal of shares in subsidiaries from non-controlling interests 0 -58 -96
Dividends paid -677 -1,091 -1,109
Dividends paid, non-controlling interests -90 -28 -28
Borrowings 624 1,600 3,376
Amortisation of loans -722 -1,352 -3,903
Paid interest -254 -186 -284
Amortisation of finanicial lease liabilitities -22 -32 -41
Cash flow from financing activities -2,388 -880 -1,794
Cash flow for the period -854 -2,892 -2,187
Cash and cash equivalents at the beginning of the year 4,389 6,455 6,455
Exchange differences in cash and cash equivalents -30 174 138
Increase (-)/Decrease (+) of cash and cash equivalents
classified as Assets held for sale 32 15 -17
Cash and cash equivalents at the end of the period 3,537 3,752 4,389

Parent company income statement

SEKm 2017 Q3 2016 Q3 2017 Q1-3 2016 Q1-3 2016
Other operating income 12 1 14 2 2
Other external costs -16 -19 -54 -60 -81
Personnel costs -18 -35 -73 -141 -184
Depreciation of property, plant and equipment -1 -1 -2 -3 -4
Operating loss -23 -54 -116 -202 -266
Gain from sale of participating interests in group companies -3 1,304 -3 1,304 2,459
Dividends from group companies 572
Impairment of shares in group companies -2,241 -123 -2,241 -2,467
Gain from sale of interests in associates 778
Result from other securities and receivables accounted for as non
current assets
2 0 0
Other interest income and similar profit/loss items 7 2 13 23 14
Interest expenses and similar profit/loss items -3 -19 -22 -40 -52
Profit/loss after financial items -22 -1,008 1,101 -1,156 -312
Tax
Profit/loss for the period -22 -1,008 1,101 -1,156 -312

Parent company statement of comprehensive income

SEKm 2017 Q3 2016 Q3 2017 Q1-3 2016 Q1-3 2016
Profit/loss for the period -22 -1,008 1,101 -1,156 -312
Total comprehensive income for the period -22 -1,008 1,101 -1,156 -312

Summary parent company balance sheet

SEKm 2017-09-30 2016-09-30 2016-12-31
ASSETS
Non-current assets
Property, plant and equipment 62 64 64
Financial assets 9,282 7,913 9,075
Total non-current assets 9,344 7,978 9,139
Current assets
Current receivables 28 59 51
Cash and cash equivalents 2,405 1,627 2,677
Total current assets 2,433 1,686 2,728
Total assets 11,776 9,664 11,867
EQUITY AND LIABILITIES
Equity 8,375 8,390 9,232
Non-current provisions
Other provisions 11 11
Non-current liablities
Interest-bearing liabilities, group companies 818 875 2,254
Non-interest bearing liabilities 19 42 34
Other financial liabilities 41 22 39
Current provisions 124 169 117
Current liabilities
Interest-bearing liabilities, group companies 743
Non-interest bearing liabilities, group companies 1,581 5 16
Non-interest bearing liabilities 75 151 165
Total equity and liabilities 11,776 9,664 11,867

Summary statement of changes in parent company's equity

SEKm 2017-09-30 2016-09-30 2016-12-31
Opening equity 9,232 10,711 10,711
Comprehensive income for the period 1,101 -1,156 -312
Dividends -659 -1,108 -1,108
Purchase/redemption of treasury shares, net effect -1,300 -60 -61
Option premiums 1 2 2
Closing equity 8,375 8,390 9,232

Parent company cash flow statement

SEKm 2017 Q1-3 2016 Q1-3 2016
Operating activities
Profit/loss before tax 1,101 -1,156 -312
Adjustment for non-cash items -1,025 1,013 143
76 -143 -169
Income tax paid
Cash flow from operating activities before change in working capital 7
6
-143 -169
Cash flow from change in working capital:
Increase (-)/Decrease (+) in operating receivables -11 -14 -4
Increase (+)/Decrease (-) in operating liabilities -72 -44 -28
Cash flow from operating activities -
7
-200 -201
Investing activities
Investment, shares in subsidiaries -292 -1,740 -3,198
Disposal, shares in subsidiaries 20 1,196
Liabilities to group companies 1) 1,228 1,364
Disposal, shares in associates 781
Acquisition, property, plant and equipment 0 -1
Investment and disposal, financial assets -20 -4
Cash flow from investing activities 1,697 -1,720 -643
Financing activities
Purchase/redemption of treasury shares -1,300 -60 -62
Option premiums paid 3 3 6
Dividends paid -677 -1,091 -1,109
Cash flow from financing activities -1,974 -1,149 -1,165
Cash flow for the period -284 -3,069 -2,009
Cash and cash equivalents at the beginning of the year 2,677 4,677 4,677
Exchange differences in cash and cash equivalents 11 19 9
Cash and cash equivalents at the end of the period 2,405 1,627 2,677

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

Note 1 Accounting principles

Ratos's consolidated financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) and associated interpretations (IFRIC), as endorsed by the EU. This interim report was prepared in accordance with IAS 34, Interim Financial Reporting, and applicable provisions in the Swedish Annual Accounts Act. The parent company also applies RFR 2 Accounting for Legal Entities.

Reporting and measurement principles are unchanged compared with those applied in Ratos's 2016 Annual Report. The following change has been made to the presentation format.

Amended presentation form for the consolidated statement of cash flows

To more clearly separate cash flows arising in operations conducted and the cash flows that relate to the financing of such operations, interest paid and interest received, which were previously included in operating activities, have been moved to financing activities (interest paid) and investing activities (interest received).

Consequently, cash flow is based on operating profit instead of profit before tax, which was used in the past.

IFRS 15 Revenue from Contracts with Customers

IFRS 15 will be applied from 2018 and addresses the recognition of revenue from contracts with customers and the sale of certain nonfinancial assets. The standard will replace IAS 11 Construction Contracts and IAS 18 Revenue and their related interpretations. Since Ratos's subsidiaries operate in a variety of sectors, they will be affected to different degrees by the new rules. In 2016, Ratos's companies commenced a review of their respective types of revenue and analysed whether the new rules in IFRS 15 will affect revenue recognition when

Note 3 Alternative performance measures

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, earnings, cash flow and financial position 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 normally arise at irregular intervals, generating significant non-recurrent 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

Net sales

the standard takes effect. This work has continued in 2017 and in-depth analyses have been conducted in a few companies. The previous preliminary conclusion, that the transition to IFRS 15 would not have any significant effects on the Ratos Group's financial earnings and position, has been strengthened. The ongoing work is mainly focused on presentation and disclosure issues, and implementation.

Note 2 Risks and uncertainties

Ratos invests in and develops 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 risk, interest rate risk, credit risk and currency risk.

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 2016 Annual Report.

opportunity to evaluate Ratos's investments and should be regarded as a complement to the financial information recognised in accordance with IFRS.

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

As of the January-March 2017 interim report, Net sales, Adjusted EBITA, EBITA and Interest-bearing net debt for the portfolio are no longer reported with the companies included in their entirety. The portfolio is reported adjusted for Ratos's holdings only. The aim is to clarify for the reader by only using one method of reporting the portfolio.

SEKm 2017 Q1-3 2016 Q1-3 Change 2016
Net sales in the portfolio, Ratos's holding 15,874 15,821 0% 21,570
Net sales in subsidiaries, holding not owned by Ratos 3,107 2,866 3,959
Subsidiaries acquired during current year -3,273 -3,627
Subsidiaries divested during current year 1,043 5,665 7,013
Investments recognised according to the equity method -2,377 -2,500 -3,688
Net sales in accordance with IFRS 17,647 18,579 -5% 25,228

Adjusted EBITA, EBITA and operating profit

SEKm 2017 Q1-3 2016 Q1-3 2016
Adjusted EBITA, Ratos's holding 1,045 -7% 1,124 1,337
Items affecting comparability, Ratos's holding -39 -186 -328
EBITA, Ratos's holding 1,006 7% 938 1,009
EBITA in subsidiaries, holding not owned by Ratos 205 142 207
Subsidiaries acquired during current year -407 -321
Subsidiaries divested during current year -13 282 330
Exit gain from portfolio companies 663 1,672
Investments recognised according to the equity method -92 -128 -190
Income and expenses in the parent company and central companies -110 -253 -326
Amortisation and impairment of intangible assets in connection with
company acquisitions
-83 -2,361 -2,617
Consolidated operating profit 1,577 -1,786 -235

Cash flow from operations

SEKm 2017 Q1-3
Cash flow from operations in portfolio 360
Cash flow from operations, holding not owned by Ratos 34
Cash flow from operations, holdings divested during current year 2
Investments recognised according to the equity method -129
Acquisitions and disposals, intangible assets/property, plant and
equipment
372
Income tax paid -126
Attributable to the parent company -7
Eliminations -222
Cash flow from operating activities 284

Interest-bearing net debt

SEKm 2017-09-30
Total interest-bearing net debt in the portfolio, Ratos's holding 6,508
Interest-bearing net debt in subsidiaries, holding not owned by Ratos 754
Investments recognised according to the equity method -741
Attributable to the parent company and central companies -2,406
Consolidated interest-bearing net debt 4,115
2017-09-30 2016-09-30 2016-12-31
Non-current interest-bearing liabilities 5,639 7,058 6,953
Current interest-bearing liabilities 1,637 1,717 1,228
Provisions for pensions 494 568 487
Interest-bearing assets -118 -316 -340
Cash and cash equivalents -3,537 -3,752 -4,389
Consolidated interest-bearing net debt

Note 4 Acquired and divested businesses

GS-Hydro declared bankrupt

In September 2017, Ratos's subsidiary, GS-Hydro Holding Oy, and its subsidiary, GS-Hydro Oy, filed a bankruptcy petition. The Tavastia Proper District Court issued a bankruptcy order in the same month whereby a trustee assumed control over the portfolio company GS-Hydro. Since Ratos no longer has any influence over GS-Hydro, the portfolio company will no longer be consolidated in the Ratos Group. From September 2017, the holding has been classified as a financial asset and measured at market value. Since Ratos does not expect to recover anything in the bankruptcy process, the market value on 30 September 2017 was zero. Nor does Ratos have any outstanding commitments to GS-Hydro.

Since the carrying amount of GS-Hydro was negative on the date of reclassification from a subsidiary to a financial asset, a positive earnings effect of SEK 68m arises for the Group and is recognised as a Capital gain from Group companies in the consolidated income statement.

Adjusted acquisition analysis for Plantasjen

Ratos acquired 99% of the shares in Plantasjen in November 2016. In the second quarter of 2017, the preliminary acquisition analysis was adjusted in accordance with the following, which impacted the consolidated statement of financial position for the same period. The adjusted acquisition analysis has not resulted in any material changes to the consolidated income statement.

Preliminary Adjusted
acquisition acquisition
Plantasjen analysis analysis
Trademarks 624 715
Customer relations 40 44
Other assets 1,821 1,821
Non controlling interest -11 -11
Deferred tax liability -148 -172
Other liabilities -3,486 -3,486
Net identifiable assets and liabilities -1,159 -1,087
Goodwill 2,391 2,319
Consideration transferred 1,232 1,232

Divestment of Nebula

In May 2017, Ratos signed an agreement to sell all of its shares in Nebula for a selling price (equity value) corresponding to EUR 110m (approximately SEK 1,100m) for 100% of the shares. The sale was completed in July 2017. Ratos's share of the selling price amounted to EUR 78m (SEK 752m) and the exit gain, which was recognised in the third quarter, amounted to SEK 515m.

Divestment of Serena Properties

In June 2017, Ratos signed an agreement to sell all of its shares in Serena Properties for a selling price (equity value) of EUR 90m (approximately SEK 0.9 billion), of which Ratos's share accounted for EUR 50.4m (SEK 481m). The sale was completed in the third quarter of 2017 and the exit gain of SEK 79m was recognised in the same period.

Divestment of Sophion Bioscience

In June 2017, Ratos divested Sophion Bioscience, the final remaining business area of the former portfolio company Biolin Scientific. Ratos divested most of its holding in Biolin Scientific in December 2016 through the sale of the Analytical Instruments business area. The divestment of Sophion Bioscience, which was recognised under other net assets in Ratos, generated only a minor exit gain for Ratos since the holding had previously been impaired to its expected exit value.

Divestment of AH Industries

In March 2017, Ratos divested its entire holding of 70% in AH Industries, in accordance with the agreement signed in December 2016. The divestment yielded an exit loss of SEK -32m in the first quarter.

Divestment of the remaining holding in Arcus

In December 2016, Ratos's former subsidiary Arcus was listed on the Oslo Stock Exchange, upon which the company transitioned to being an associate company of Ratos. In March 2017, Ratos also sold its remaining holding of 24% at a price of NOK 762m, corresponding to NOK 47.40 per share. The sale yielded an exit gain of SEK 33m in the first quarter. The total exit gain from the sales of Arcus was SEK 1,437m, of which SEK 1,403m was included in earnings for 2016.

Acquisitions within subsidiaries

During the second quarter, Nebula completed the acquisition of web hosting supplier Sigmatic Oy before Ratos divested the entire Nebula Group to Telia Company. In the second quarter, Bisnode also completed the acquisition of Global Group Digital Solutions AG, a German leading supplier of solutions based on market information. Plantasjen expanded its offering from 40 garden centres to more than 700 points of sale through the acquisition of SABA Blommor AB.

Note 5 Operating segments

Sales EBT 1)
SEKm 2017 Q3 2016 Q3 2017 Q1-3 2016 Q1-3 2016 2017 Q3 2016 Q3 2017 Q1-3 2016 Q1-3 2016
Aibel -38 -13 -23 -97 -198
Bisnode 833 793 2,603 2,493 3,458 70 -8 182 -79 47
Diab 342 350 1,140 1,126 1,516 -23 18 -6 61 84
HENT 1,755 1,951 5,333 5,801 7,991 63 48 180 169 191
HL Display 353 368 1,087 1,044 1,417 13 22 26 41 43
Jøtul 234 220 633 592 898 19 9 -27 -14 -10
KVD 82 71 253 236 321 7 5 23 22 31
Ledil 103 100 298 275 365 43 29 80 83 91
Speed Group
TFS
126
219
141
191
382
635
426
553
562
793
6
-16
-1
12
13
-16
20
30
11
6
Total companies in portfolio all
reported periods 4,044 4,185 12,363 12,546 17,320 145 122 432 235 296
airteam 2) 202 189 602 363 601 12 3 20 4 14
Gudrun Sjödén Group 3) 9 1 16 1 8
Oase Outdoors 4) 87 5 394 5 14 0 -12 63 -12 -44
Plantasjen 5)
Total companies acquired during 886 3,245 280 -52 202 -37
reported periods 1,175 194 4,241 368 895 -31 -
9
300 -
8
-59
AH Industries 310 265 805 1,059 10 -2 6 19
Arcus 618 1,771 2,294 -21 0 2 4
Biolin Scientific 53 142 186 -2 -23 -28
Euromaint 310 1,061 1,061 2 9 9
GS-Hydro 126 220 542 666 886 -28 -35 -79 -95 -149
Mobile Climate Control 333 976 1,194 51 109 77
Nebula 82 177 244 332 21 40 55 71
Serena Properties 5 10 33 41 56
Total companies divested during 126 1,925 985 5,665 7,013 -23 3
6
-
7
105 5
8
reported periods
Total 5,346 6,305 17,589 18,579 25,228 9
0
149 725 332 295
Exit AH Industries -32
Exit Arcus 33 1,403
Exit Euromaint 0
Exit Mobile Climate Control 268
Exit Nebula 515 515
Exit Serena Properties 79 79
Total exit gains 594 596 1,672
Impairment AH Industries -92 -92 -135
Impairment Aibel -1,692 -1,692 -1,692
Impairment Biolin Scientific -314 -314 -314
Impairment Euromaint -122 -122 -122
Impairment and result from
bankruptcy GS-Hydro 68 68 -160
Impairment Jøtul -81 -81 -81
Companies total 5,346 6,305 17,589 18,579 25,228 752 -2,152 1,389 -1,968 -538
Income and expenses in the
parent company and central
companies
Operating management costs -31 -50 -115 -195 -261
Other income and expenses, incl.
transaction costs -1 58 18 -5 4 -25 -56
Costs which will be charged to
portfolio companies
Financial items
2
1
-14
-7
2
-25
-32
0
-9
-27

1) Subsidiaries are included with 100% in consolidated profit. Investments recognised according to the equity method are included with holding percentage of pre-tax profit/loss. 2) airteam is included as a subsidiary as of April 2016.

3) Gudrun Sjödén Group is included as an associate with a holding of 30% as of September 2016.

4) Oase Outdoors is included as a subsidiary as of September 2016.

5) Plantasjen is included as a subsidiary as of December 2016.

Consolidated value 1)
SEKm 2017-09-30 2016-09-30 2016-12-31
AH Industries 37 0
Aibel 702 690 587
airteam 367 352 356
Arcus 666 729
Biolin Scientific 31
Bisnode 1,841 1,540 1,606
Diab 717 691 770
Euromaint 68
GS-Hydro 127 0
Gudrun Sjödén Group 177 161 166
HENT 386 298 298
HL Display 926 829 840
Jøtul -23 0 4
KVD 373 347 356
Ledil 399 531 530
Mobile Climate Control 1,116
Nebula 276 283
Oase Outdoors 163 155 137
Plantasjen 1,390 1,303
Serena Properties 396 398
Speed Group 298 301 296
TFS 235 192 168
Total 7,950 8,805 8,825
Other net assets in the parent company and central companies 2) 2,275 1,475 2,458
Equity (attributable to owners of the parent) 10,225 10,279 11,283

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

2) Of which cash and cash equivalents in the parent company totalled SEK 2,405m (1,627).

.

Note 6 Financial instruments

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.

The measurement methods were unchanged during the period.

In the statement of financial position at 30 September 2017, the total value of financial instruments measured at fair value in accordance with level three was SEK 359m (510 at 31 December 2016). This change was primarily attributable to the payment of additional purchase considerations.

In the statement of financial position at 30 September 2017, the net value of derivatives amounted to SEK -27m (-18), of which SEK 7m (24) was recognised as an asset and SEK 34m (42) as a liability.

Note 7 Goodwill

Goodwill changed during the period as shown below.

Accumulated Accumulated
SEKm cost impairment Total
Opening balance
1 January 2017
14,522 -1,532 12,990
Business combinations 114 114
Divested companies -493 469 -24
Reclassified to Assets
held for sale
-846 -846
Reclassifications -70 -70
Translation differences
for the year -118 14 -104
Closing balance
30 September 2017 13,111 -1,050 12,061

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, refer to Note 33 in the 2016 Annual Report. The parent company has no pledged assets. The parent company has contingent liabilities to subsidiaries and associates amounting to SEK 321m (492). In addition, the parent company guarantees that Medcro Intressenter AB will fulfill its obligations in connection with the acquisition of TFS.

The parent company's transactions with 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.

Capital
SEKm contribution Dividend
2017 Q1-3 185 572
2016 Q1-3 746
2016 814
SEKm Receivable Provision Liability Contingent
liability
2017-09-30 50 114 3,142 321
2016-09-30 4 144 879 492
2016-12-31 1 90 2,269 533

During the quarter, Ratos provided a contribution of SEK 19m to GS-Hydro. Earlier during the year, Ratos provided a contribution of SEK 54m to Bisnode (add-on acquisition), SEK 55m to HL Display, SEK 32m to AH Industries and SEK 26m to Sophion.

Telephone conference

14 November at 10.00 a.m. +46 8 506 39 549

+44 20 3008 9804 +1 855 753 2235

Financial calendar

2018

Year-end report 2017 16 February 2018 Interim report January-March 3 May 2018 Interim report January-June 17 August 2018 Interim report January-September 25 October 2018

Stockholm, 13 November 2017 Ratos AB (publ)

Magnus Agervald CEO

For further information, please contact: Magnus Agervald, CEO, +46 8 700 17 00 Helene Gustafsson, Head of IR and Press, +46 8 700 17 98

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

This information is information that Ratos AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation and the Swedish Securities Market Act. The information was submitted for publication, through the agency of the contact person set out above, on 14 November 2017 at 8:00 a.m. CET.

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 owns and develops unlisted medium-sized companies in the Nordic countries. 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 14 mediumsized Nordic companies and the largest segments in terms of sales are Industrials, Consumer goods/Commerce and Construction. Ratos is listed on Nasdaq Stockholm and has approximately 13,400 employees.