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Sdiptech

Quarterly Report Apr 25, 2024

2965_10-q_2024-04-25_de78c21b-11f4-4515-ae22-f6bc3f26cfa9.pdf

Quarterly Report

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Interim Report

1 January – 31 March 2024

FIRST QUARTER 2024

  • Net sales increased by 24% to SEK 1,335 million (1,076). In total for the Group, organic sales growth was 10%, excluding currency effects.
  • EBITA, increased by 24% to SEK 255 million (206), corresponding to an EBITA margin of 19.1% (19.2)
  • Adjusted EBITA increased by 24% to SEK 251 million (203), corresponding to an adjusted EBITA margin of 18.8% (18.9). Organic adjusted EBITA growth for the Group was 5%, excl. currency effects.
  • Profit before tax for the Group amounted to SEK 158 (134) million and profit after tax amounted to SEK 107 million (96), of which SEK 106 million (96) was attributable to the Parent Company's shareholders.
  • Cash flow from operating activities amounted to SEK 167 million (98), corresponding to a cash conversion of 72% (45).
  • Earnings per ordinary share (average number), less minority interests and dividends on preference shares, amounted to SEK 2.71 (2.43). After dilution, earnings per ordinary share amounted to SEK 2.71 (2.43).
  • During the period, the acquisition of JR Industries Ltd in the UK was completed.

SIGNIFICANT EVENTS AFTER THE END OF THE REPORTING PERIOD

• On 11 April 2024 Sdiptech acquired all shares in WaterTech of Sweden AB in Sweden.

For detailed information see further Definition of
Jul-Sep
Jul-Sep
alternative key figures
2023
2022
Jan-Mar
2024
Jan-Mar
2023
LTM Mar
2024
Jan-Dec
2023
Net sales, (SEK million)
1,205.2
856.8
1,335 1,076 5,078 4,818
Adjusted EBITA1
, (SEK million)
234.9
170.8
251 203 970 922
EBITA (SEK million) 255 206 1,012 963
EBIT, (SEK million)
234.4
176.5
220 178 877 836
Earnings for the period after tax, (SEK million)
131.8
126.5
107 96 457 446
Earnings per ordinary share after dilution (SEK)
3.37
3.43
2.71 2.43 11.61 11.33
Adjusted EBITA margin
19.5%
19.9%
18.8% 18.9% 19.1% 19.1%
Financial net debt2/Adjusted EBITDA, multiple
1.68
1.80
2.17 2.47 2.17 2.02
Net debt3/ Adjusted EBITDA, multiple
3.22
3.71
3.32 3.89 3.32 3.07
Return on capital employed
12.6%
11.5%
13.2% 12.2% 13.2% 13.0%
Return on equity
12.4%
14.0%
11.7% 14.9% 11.7% 11.6%
Cash flow generation
94%
59%
72% 45% 73% 67%

1) Adjusted EBITA is the Group's adjusted operating profit (previously called EBITA*), see also Definitions alternative performance measures.

2) Key ratios regarding financial net debt have been changed to include lease liabilities and are based on the liability at the balance sheet date.

3) Key ratios regarding net debt have been changed to be based on the liability at the balance sheet date.

CONTINUED GROWTH WITH SOLID CASH FLOW

Sdiptech operates in areas that are generally stable and resilient to economic fluctuations. With good demand and strong market positions, we can demonstrate an organic sales growth of 10 percent for the quarter, as well as an organic profit growth of 5 percent in adjusted EBITA, excluding currency effects. At the same time, we had a steady cash flow from operating activities, which generated SEK 167 million.

QUARTER

Demand during the first quarter remained solid, resulting in organic sales growth of 10 percent excluding currency. Acquisitions also contributed, with a total sales increase of 24 percent. The continued stable demand is characterised by the fact that our units operate in sectors that are generally less sensitive to economic fluctuations. Our adjusted EBITA increased by 24 percent, of which 5 percent was organic excluding currency effects.

We continue to work hard to ensure good cash generation. During the first three months of the year, we had a solid cash flow from operating activities of SEK 167 million (98), corresponding to a cash conversion of 72 percent (45). Cash flow was to some extent affected by a continued increase in sales, which generates some inventory build-up and an increased share of accounts receivables.

Our financial net debt, including lease liabilities, in relation to adjusted EBITDA was 2.17 (2.47). This means that we are reducing our debt leverage ratio, even though it increased in the short term compared with year-end due to an acquisition that generates approximately SEK 60 million in EBITA on an annual basis. The total net debt leverage ratio, including provisions for future earn-outs, amounted to 3.32 (3.89).

We increased our profit after tax to SEK 107m (96). At the same time, our earnings per share increased by 12 percent to SEK 2.71 compared with SEK 2.43 last year. It is gratifying to see that we can show a solid increase in earnings all the way down to the bottom line, despite continued high interest rates and an increased tax rate in the UK.

Resource Efficiency's sales growth of 16 percent in the quarter was mainly driven by good sales from several comparable units. At the same time, the business area's adjusted EBITA increased by 25 percent, driven by scalable business models and particularly good growth in units with higher-than-average margins. This generated an adjusted EBITA margin of 24.5 percent (22.7).

Special Infrastructure Solutions' sales increase of 29 percent was primarily due to a majority of the larger comparable units having strong sales growth, with a particularly good growth in the business area's units with lower-than-average margins. In addition, the Group continued to incur some costs for restructuring its two units with exposure to new construction, which had an effect on the business area's profit margin. Overall, this resulted in an increase in adjusted EBITA of 19 percent, and an adjusted EBITA margin of 17.9 percent (19.4).

ACQUISITIONS

In January, British JR Industries, a leading niche manufacturer in the UK of roller shutter doors for commercial vehicles, was acquired. The company operates in a market with stable underlying growth, driven by electrification of delivery vehicles, e-commerce and fleet adaptation aimed at improved operational efficiency. JR Industries have good opportunities for cooperation with the Group's unit GAH Refrigeration, which manufactures refrigeration systems for transport vehicles. JR Industries is part of the Special Infrastructure Solutions business area.

In April, we acquired the Swedish company WaterTech, which specialises in water chemistry to optimise industrial water systems. The company will work closely with Sdiptech's Danish business unit Kemi-tech to strengthen the offering in industrial water treatment in the Northern European market. Kemi-tech, in its turn, already works closely with Sdiptech's company Water Treatment Products, which is a leading manufacturer of specialised chemicals in the UK. WaterTech is part of the Resource Efficiency business area.

In summary, we are happy to welcome two high-quality companies that complement and strengthen the Sdiptech's existing offerings, and where we as a group can create extra value by facilitating collaborations and Group-wide knowledge synergies.

OUTLOOK

We continue to benefit from our strong brands and positions in sectors that are in general not cyclical. This makes us optimistic about the future.

We are continuing our acquisition efforts to establish contact with high-quality companies, and we are experiencing a good climate with positive dialogues. We look forward to welcoming more companies that strengthen our offerings and position in the market.

As part of our efforts to reduce risk, maximise our sustainability opportunities and prepare for the Corporate Sustainability Reporting Directive (CSRD), we will conduct a comprehensive screening and analysis of our emissions during the year. This is also an important step towards committing to Science Based Targets initiative (SBTi).

In summary, we feel confident that we will be able to grow in a sustainable way, both organically and through acquisitions.

Finally, I would like to extend a big thank you to all our dedicated employees for your commitment. I would also like to take this opportunity to thank all shareholders for your continued trust in us.

Bengt Lejdström, President & CEO

OVERVIEW OF OPERATIONS

JANUARY - MARCH

Net sales

Net sales amounted to SEK 1,335 million (1,076) during the period. Sales in comparable units, amounted to SEK 1,203 million (1,076), which corresponded to an organic growth of 10% for the period, excl. currency effects.

Non-comparable units contributed SEK 132 million to net sales for the period. Also see Business areas for more detailed information.

Earnings

Operating profit, EBIT, increased by 23% and amounted to SEK 220 million (178).

Adjusted EBITA increased by 24% and amounted to SEK 251 million (203) in total for the Group, corresponding to an adjusted EBITA margin of 18.8% (18.9).

Adjusted EBITA in comparable units, amounted to SEK 238 million (221) corresponding to an organic growth of 5%, excl. currency effects. A large proportion of the Group's comparable units showed stronger earnings than in the previous year, with some units with a lower-than-average EBITA margin performing strongly. Non-comparable units contributed SEK 31 million to the profit for the period. All acquired units had earnings in line with or above expectations.

Acquisition costs amounted to SEK -7 million (-2) in connection with acquisition activities during the period. Revaluation of contingent consideration amounted to SEK -0 million (-3) net.

Depreciation and amortisation of property, plant and equipment and intangible fixed assets amounted to SEK -84 million (-68), of which amortisation of acquisition-related intangible fixed assets amounted to SEK -25 million (-21).

Net financial items consist of exchange rate differences of SEK 3 million (-3) in the quarter and SEK -66 million (-41) in interest expense, of which discount rates relating to contingent considerations of SEK –13 million (-9). The increased interest

costs, is partly due to increased interest rates, corresponding to SEK -9 million, and partly to higher interest-bearing liabilities, corresponding to SEK -9 million. See also Note 3.

Profit after tax increased by 11% and amounted to SEK 107 million (96). The result compared to the previous year was affected i.a. of increased interest costs of SEK -25 million and a higher tax rate in the UK, corresponding to approx. SEK -6 million. Earnings per ordinary share (average number) after deduction for minority and dividend amounted to preferred shares of SEK 2.71 (2.43).

Acquisitions

During the first three months of the year, Sdiptech acquired all shares in JR Industries Ltd, a leading British niche manufacturer of roller shutter doors for commercial vehicles. The company has an annual EBIT of approximately GBP 4.5 million. JR Industries will be part of the Special Infrastructure Solutions business area as of January 2024.

Group
Jul-Sep
Jul-Sep
Jan-Mar Jan-Mar LTM Mar Jan-Dec
Adjusted EBITA1
(SEK m)
2023
2022
2024 2023 2024 2023
Resource Efficiency
91.1
65.2
111 89 389 366
Special Infrastructure Solutions
160.9
116.9
157 133 648 623
Business areas
252.0
182.2
269 221 1,036 989
Central units
-17.1
-11.4
-17 -18 -67 -67
Totalt
234.9
170.8
251 203 970 922

The Group's development of net sales, adjusted EBITA1 and adjusted EBITA margin1 since 2017

1Adjusted EBITA/Adjusted EBITA margin corresponds to the previous designation EBITA*.

BUSINESS AREAS AND CENTRAL UNITS

Well-functioning infrastructure is essential for our societies and our everyday lives. However, large parts of Europe's infrastructure is outdated and underinvested. Population growth, climate change and increased striving for more sustainable, efficient and safe societies mean additional pressure on the systems. Examples of areas that we have identified as particularly important for society's development, and thus show a good demand, are water and sanitation, electricity and energy, bioeconomy and waste management, air and climate control, transport and logistics as well as increased safety and security. For a description of the business areas' operations and which companies are included in each business area, see paragraph Description Business Areas.

THE QUARTER

RESOURCE EFFICIENCY

The business area's sales increased by 16% for the quarter to SEK 455 million (391) compared to the previous year. Sales growth is partly attributable to good sales from most comparable units. For example, the Group's operations in the replacement and renovation of electricity and water meters and the rental of temporary electric power had good demand and sales. The Group's operations in the treatment and recycling of biological sludge had also a good increase in turnover.

Acquisitions contributed to sales growth as well. In particular,

the Norwegian unit in the manufacture of mobile hydronic heating solutions had strong sales, which are partly seasonal.

Adjusted EBITA for the quarter increased by 25% to SEK 111 million (89), which was primarily driven by a good organic profit trend in most units, in addition, the development has also been positively driven by acquisitions.

Adjusted EBITA margin increased during the quarter to 24.5% (22.7), driven by scalable business models and particularly good growth in higher-than-average margin units.

Resource Efficiency
Jul-Sep
Jul-Sep
(SEK m)
2023
2022
Jan-Mar
2024
Jan-Mar
2023
LTM Mar
2024
Jan-Dec
2023
Net sales
396.3
283.9
455 391 1,714 1,650
Adjusted EBITA1
91.1
65.2
111 89 345 366
Adjusted EBITA margin1 %
23.%
23%
24.5% 22.7% 22.7% 22.2%

SPECIAL INFRASTRUCTURE SOLUTIONS

The business area's sales in the quarter increased by 29% to SEK 880 million (685). The increase in sales is mainly due to strong sales in the large comparable units. In particular, the Group's units in forklift attachments, transport refrigeration solutions, and products and services for railway maintenance performed strongly. But also, the units within management of insurance claims and control and monitoring of cooling.

Adjusted EBITA for the quarter increased by 19% to SEK 157 million (133). The good sales growth did not result in corresponding profit growth as the business area's units with exposure to new construction have found it more difficult to maintain good profitability.

The adjusted EBITA margin decreased during the quarter to 17.9% (19.4). driven by strong performance in lower-thanaverage margin units. In addition, the units operating in construction and real estate had negative earnings in the quarter due to non-recurring costs.

Special Infrastructure Solutions
(SEK m)
Jan-Mar
2024
Jan-Mar
2023
LTM Mar
2024
Jan-Dec
2023
Net sales 880 685 3,364 3,169
Adjusted EBITA1 157 133 648 623
Adjusted EBITA margin1 % 17.9% 19.4% 19.3% 19.7%

CENTRAL UNITS – GROUP-WIDE FUNCTIONS

Central units consist of the Group's parent company, Sdiptech AB and the Group's holding companies. The Parent Company's revenue consists of management fees, directed to the subsidiaries for the Parent Company's services. The costs

consist of costs for central functions such as management, acquisition teams, group finance and other central functions.

Comment:

Adjusted EBITA was SEK -17 million (-18) for the quarter.

Jan-Mar Jan-Mar LTM Mar Jan-Dec
Group-wide functions (SEK m) 2024 2023 2024 2023
Adjusted EBITA1 -17 -18 -67 -67

1Adjusted EBITA/Adjusted EBITA margin corresponds to the previous designation EBITA*.

GEOGRAPHICAL DISTRIBUTION OF SALES

Over the years, Sdiptech has acquired business units in Sweden, Norway, Finland, the UK and Croatia (with significant operations in Germany), Netherlands, Italy and in Denmark. The Group's business units have customers primarily locally and regionally in their respective geographies, but some exports also occur.

The Group's turnover, broken down by geography where customers have their main operations.

TURNOVER BY TYPE OF REVENUE

Sales of proprietary products have increased from 32 to 59 percent during the period full year 2019 to LTM March 2024. The turnover for service and installation as of 2022 and onwards is mainly related to own products.

Consolidated sales by type of revenue

COMMENTS ON THE FINANCIAL DEVELOPMENT

FINANCIAL POSITION JANUARY – MARCH

Cash Flow

Cash flow from operating activities after changes in working capital amounted to SEK 167 million (98) during the period. Cash flow during the period was burdened by increased sales in the form of increased accounts receivable and some inventory build-up for continued expansion. However, the effect is significantly smaller than in the previous year. Cash flow generation, expressed as a percentage of profit before tax adjusted for non-cash items, amounted to 72% (45) during the period.

Cash flow from investing activities amounted to SEK -367 million (-294). The cash flow effect of completed acquisitions during the period amounted to SEK -303 million (-185), also see Note 6. Cash flow related to payment of contingent considerations on acquisitions from previous years, including both instalments as well as final settlement, amounted to SEK -20 million (-69) during the period. Investments in property, plant and equipment amounted to SEK -19 million (-27) and investments in intangible assets of SEK -25 (-13) were made during the period.

Cash flow from financing activities amounted to SEK 63 million (211). Net borrowing amounted to SEK 81 million (219). Dividends on the preference shares amounted to SEK -4 million (-4).

Liabilities

Interest-bearing liabilities including contingent considerations and lease liabilities amounted to SEK 4,428 million (3,892). The three largest items within interest-bearing liabilities consisted of financial liabilities where of SEK 1,958 million (2,189) in liabilities to credit institutions, SEK 600 million (0) in bond liabilities and SEK 1,383 million (1,271) in deferred payments of purchase prices for acquisitions, so-called contingent consideration payments. It can be noted that a large part of these contingent consideration debt requires an increase in profit compared to today's levels to be paid out.

These contingent considerations are classified as interestbearing according to IFRS as they are presented at net present value, but they do not give rise to any actual interest payments that are charged to the Group's cash flow. However, a discount interest rate is booked as a financial expense for the period. The Group's Financial expenses includes this interest rate of SEK -13 million (-9) for the period.

Revaluation of agreed contingent considerations, due to a better-than-expected earnings trend in certain units, has resulted in a cost of SEK -0 million (-3). The contingent consideration payments are recognised in accordance with IFRS at the present value of the estimated fair value based on the remaining term and expected outcome. The net of the revaluation is reported under other income or other external expenses.

During the period, the result was charged with SEK -4 million (-3) regarding discount rates in accordance with IFRS16 regarding leasing liabilities.

The net debt, consisting of interest-bearing liabilities with a deduction for cash and cash equivalents, amounted to SEK 3,992 million (3,490). The key figure Net debt as of the balance sheet date in relation to adjusted EBITDA, which is calculated on a rolling twelve-month basis, amounted to 3.32 (3.89) as of March 31.

Net financial debt, according to the calculation method above but excluding contingent consideration charged with debt, amounted to SEK 2,606 million (2,215). The key figure financial net debt as of the balance sheet date in relation to adjusted

EBITDA, which is calculated on a rolling twelve-month basis, amounted to 2.17 (2.47) on 31 March.

Financing

In August 2023, Sdiptech issued senior secured sustainabilitylinked bonds of SEK 600 million under a framework of SEK 1,000 million. The bonds mature in August 2027. The link to the group's sustainability goals affects the final redemption amount at maturity, depending on the outcome.

The total utilized credit volume as of 31 March 2024, within the total framework of SEK 2,600 million with our lenders, amounted to a total of approximately SEK 1,900 million. The agreements run at a variable interest rate in 3–6-month intervals. However, the Group has agreements on so-called interest rate swaps, corresponding to approximately 45% of utilised credit volume, with a maturity of 2–4 years and maturing during 2028, to reduce interest rate exposure. Part of the agreed credit volume is linked to the Group's sustainability targets, which may increase or decrease the agreed interest margin depending on the outcome. Together with the Group's cash and cash equivalents of SEK 436 million, there are approximately SEK 1,135 million in available funds for future payments.

In addition, the Group uses currency swaps and forwards to balance exposure to GBP, EUR and NOK. The purpose of these instruments is to balance the actual exposure between assets and liabilities, in the respective currency, which affects net financial items. At the end of the period, the volumes of these instruments amounted to the equivalent of approximately SEK 970 million for GBP, SEK 795 million for EUR and SEK 172 million for NOK.

Parent Company

The Parent Company Sdiptech AB's internal net sales, containing mainly, management fee amounted to SEK 7 million (6) for the period and profit after financial items amounted to SEK -7 million (-11).

OTHER INFORMATION

Employees

The number of employees at the end of March was 2,361 (2,213). Acquisitions completed during the last twelve months increased the number of employees by 104.

Incentive programme

At the 2023 Annual General Meeting, it was resolved on a new incentive program for managers and senior executives regarding warrants of series B. The program comprises 350,000 warrants. The warrants were transferred at a price of SEK 38.30 per option, which corresponds to the market value of the options according to an independent valuation. Exercise can be made on three occasions from June 2026 until November 30, 2026.

As of 31 March, 337,625 warrants of series 2021/2024 and 305,150 warrants of series 2023/2026 were outstanding, after repurchases were made. The subscription price for new Bshares that can be subscribed for with the support of these warrants amounts to SEK 463.00 and SEK 326.40 per share, respectively.

Financial risks and uncertainty factors

Through its operations, the Group and the Parent Company are exposed to various types of financial risks, mainly related to loans and receivables. The financial risks consist of:

  • Liquidity- and financing risk
  • Interest rate risk

• Currency risk

• Customer- and counterparty risk

In February 2022, Russia's military invaded Ukraine, which in addition to great human suffering also affected global trade and financial markets. For Sdiptech, however, direct business exposure in Russia and Ukraine has been limited. Beyond this, we do not see any significant impact on demand. Ultimately, the long-term economic consequences, including the impact on the financial markets in general and the Group in particular, depend on the duration of the crisis and measures taken by governments, central banks and other authorities. Should the situation worsen as a result of the war in Ukraine, risks such as increased raw material and energy prices, component shortages and availability problems could materialize and have a negative impact on the Group's ability to conduct its business, which would have a negative effect on the Group's earnings and financial position.

The ongoing tensions between Israel and its neighboring countries have so far had limited impact, but if the conflict accelerates and shipping is affected even more in the Red Sea, there is a risk that logistics chains will be affected and deliveries to Sdiptech's companies may delay customer deliveries.

In 2022 and 2023, inflation has risen sharply in most of the countries in which the Group's companies operate. This has resulted in higher prices for input goods and higher personnel costs for the Group's companies, which have largely been compensated for by higher prices to customers. Rising inflation has also led central banks to raise their key interest rates, resulting in increased borrowing costs. This affects the Group to the extent that borrowing rates are variable.

For more detailed information on risk factors, please refer to Note 17 of the Annual Report 2023.

Related party transactions

No substantial related party transactions occur within the group.

Significant events after the end of the reporting period

On 11 April 2024, Sdiptech acquired all shares in WaterTech of Sweden AB.

Sdiptech Annual General Meeting 2024

The 2024 Annual General Meeting will be held on 22 May 2024 at 16.00 at the Royal Swedish Academy of Engineering Sciences (IVA), Grev Turegatan 16, Stockholm. The notice was published in accordance with The Articles of Association, April 18, 2024.

All shareholders who are registered in the share register five days before the meeting may attend in person or by proxy. Notification of participation shall be made to the company in accordance with what is stated in the notice.

Annual Report 2023

The Annual Report for 2023 was published through a press release on April 19, 2024.

Dividend

The Board of Directors proposes that the Annual General Meeting resolves on a dividend to the preference shareholders in accordance with the articles of association. The Board of Directors further proposes, in line with the dividend policy, that no dividend be paid on ordinary shares of Class A or ordinary shares of Class B but that the remaining profits should be carried forward to have financial readiness for continued acquisitions.

CONSOLIDATED INCOME STATEMENT

Jul-Sep
Jul-Sep
Jan-Mar Jan-Mar LTM Mar Jan-Dec
(SEK m) Note
2023
2022
2024 2023 2024 2023
Net sales 2
1,205.2
856.8
1,335 1,076 5,078 4,818
Other operating income 2
25.7
33.3
39 11 97 70
Total income 1,230.9
890.1
1,374 1,087 5,175 4,888
Operating expenses
Materials. contracting and subcontracting -478.2
-333.1
-535 -423 -2,038 -1,926
Other external expenses -93.3
-68.8
-148 -99 -491 -442
Employee expenses -339.3
-252.7
-387 -319 -1,443 -1,375
Depreciation and amortisation of tangible non-current assets -49,8
-35.9
-49 -49 -40 -191
Depreciation and amortisation of intangible non
current assets -35.9
-23.1
-35 -28 -135 -128
Operating profit 234.4
176.5
220 178 877 836
Profit/loss from financial items 3
Financial income 2.2
10.0
4 1 9 7
Financial expenses -66.1
-29.7
-65 -45 -251 -231
Profit after financial items 170.5
156.8
158 134 636 612
Tax on profit for the period -38.7
-30.3
-52 -38 -179 -166
Profit for the period 131.8
126.5
107 96 457 446
Profit attributable to:
Parent Company's shareholders 131.5
126.2
106 96 455 444
Non-controlling interests 0.3
0.3
0 0 2 1
Earnings per share (average number), attributable to the
Parent Company's shareholders during the period, less
dividends to preference shareholders (in SEK per share)
Earnings per share (before dilution) 3.37
3.45
2.71 2.43 11.61 11.33
Earnings per share (after dilution) 3.37
3.43
2.71 2.43 11.61 11.33
ADJ. EBITA 234.9
170.8
251 203 970 922
Average number of common shares 37,991,938
35,600,421
37,991,938 37,862,760 37,991,938 37,960,086
Average number of common shares after dilution 37,991,938
35,730,541
37,991,938 37,862,760 37,991,938 37,960,086
Number of ordinary shares at the end of the period 37,991,938
35,601,348
37,991,938 37,991,938 37,991,938 37,991,938

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Jul-Sep
Jul-Sep
Jan-Mar Jan-Mar LTM Mar Jan-Dec
(SEK m)
2023
2022
2024 2023 2024 2023
Profit for the period
131.8
126.5
107 96 457 446
Other comprehensive income for the period
Changes in accumulated translation differences
-81.7
4.7
125 30 75 -19
Comprehensive income for the period
50.1
131.2
231 126 532 426
Attributable to:
Parent Company's shareholders
49.8
130.9
231 126 530 425
Non-controlling interest
0.3
0.3
0 0 2 1

CONSOLIDATED BALANCE SHEET

(SEK m) Note 31 Mar
2024
31 Mar
2023
31 Dec
2023
Non-current assets
Intangible non-current assets
Goodwill 4 5,067 4,481 4,626
Other intangible assets 1,395 1,171 1,223
Tangible non-current assets
Tangible non-current assets 467 428 431
Right-of-use assets 476 431 440
Financial non-current assets
Other financial non-current assets 18 17 16
Total non-current assets 7,423 6,527 6,737
Current assets
Completed products and goods for resale 749 695 646
Accounts receivable 959 786 827
Other receivables 51 43 63
Current tax assets 33 33 27
Prepaid expenses and accrued income 255 189 249
Cash and cash equivalents 436 402 557
Total current assets 2,482 2,148 2,368
Total assets 9,905 8,676 9,105
Shareholders' equity
Shareholders' equity attributable to Parent Company's shareholders
Share capital 1 1 1
Other contributed capital 2,094 2,083 2,094
Profit/loss brought forward including earnings for the period 2,084 1,569 1,857
Total equity attributable to Parent Company's shareholders 4,179 3,654 3,952
Non-controlling interests 5 5 5
Total shareholders' equity 4,185 3,659 3,957
Long term liabilities
Interest-bearing long-term liabilities 5 3,876 3,651 3,690
Non-interest-bearing long-term liabilities 339 278 280
Total long term liabilities 4,216 3,930 3,970
Short term liabilities
Interest-bearing short-term liabilities 5 551 241 377
Non-interest-bearing short-term liabilities 953 847 801
Sum short term liabilities 1,505 1,087 1,178
Total liabilities 5,720 5,017 5,148
Total shareholders' equity and liabilities 9,905 8,676 9,105

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY

Shareholders' equity attributable to Parent Company

shareholders
Other Non Share
Share contr. Retained controlling holders'
(SEK m) Note capital capital earnings Total interests equity
Opening balance, January 1 2023 1 2,069 1,447 3,517 5 3,522
Income for the period - - 96 96 0 96
Other comprehensive income for the
period - - 30 30 - 30
Total income for the period - - 126 126 0 126
Shareholder transactions
Dividend paid to preference shareholders 7 - - -4 -4 - -4
Share issue of ordinary shares series B - 14 - 14 - 14
Total shareholder transactions - 14 -4 11 - 11
Closing balance, March 31, 2023 1 2,083 1,569 3,654 5 3,659
Opening balance, January 1 2023 1 2,083 1,569 3,654 5 3,659
Income for the period - - 349 349 1 350
Other comprehensive income for the
period - - -49 -49 - -49
Total income for the period 299 299 1 301
Shareholder transactions
Dividend paid to preference shareholders 7 - - -11 -11 - -11
Share issue of ordinary shares series B - - -1 -1 -1 -3
Share issue expenses - 0 - 0 - 0
Option premiums - -1 - -1 - -1
Dividend paid to non-controlling interests - 12 - 12 - 12
Total shareholder transactions - 11 -12 -1 -1 -2
Closing balance, December 31, 2023 1 2,094 1,857 3,952 5 3,957
Opening balance, January 1 2024 1 2,094 1,857 3,952 5 3,957
Income for the period - - 106 106 0 107
Other comprehensive income for the
period - - 125 125 - 125
Total income for the period 231 231 0 231
Shareholder transactions
Dividend paid to preference shareholders 7 - - -4 -4 - -4
Total shareholder transactions - 14 -4 11 - 11
Closing balance, March 31, 2024 1 2,094 2,084 4,179 5 4,185

CONSOLIDATED CASH FLOW STATEMENT

Jul-Sep Jan-Mar Jan-Mar Jan-Dec
(SEK m)
2023
2024 2023 2023
Continued operations
Earnings after financial items
170.5
158 134 612
Adjustment for items not included in cash flow1)
102.9
73 85 315
Paid taxes
-29.3
-57 -42 -198
Cash flow from continuing operations before change in
244.0
174 177 729
working capital
Cash flow from change in working capital
Increase(-)/decrease(+) in stock
11.6
-11 -69 -20
Increase(-)/decrease(+) in operating receivables
19.2
-26 -72 -183
Increase(+)/decrease(-) in operating liabilities
-18.6
30 62 93
Cash flow from current operations
256.2
167 98 619
Investing activities
Acquisitions of subsidiaries
-213.3
-303 -185 -403
Acquisitions of subsidiaries, paid contingent considerations
-9.8
-20 -69 -182
Acquisitions of intangible non-current assets
-31.4
-25 -13 -78
Acquisitions of tangible non-current assets
-42.9
-19 -27 -112
Cash flow from investing activities
-297.3
-367 -294 -775
Financing activities
Warrant program
-
- - 12
New share issue
0.1
- 14 14
Loans raised
837.7
150 754 1,628
Amortisation of loans
-689.1
-57 -536 -1,228
Amortisation of lease liability
-18.9
-27 -19 -82
Dividends paid
-4.7
-4 -4 -16
Cash flow from financing activities
125.0
63 211 327
Cash flow for the period
83.9
-137 15 171
Cash and cash equivalents at beginning of year
408.0
557 383 383
Exchange rate difference in cash and cash equivalents
-12.3
16 4 3
Cash and cash equivalents at end of period
479.6
436 402 557

1) Adjustment for items included in profit or loss after financial items but which are not cash flow affecting consists substantially of depreciation and amortization, unrealized exchange gains/losses and revaluation of. contingent considerations.

PARENT COMPANY INCOME STATEMENT

Jul-Sep
Jul-Sep
Jan-Mar Jan-Mar LTM Mar Jan-Dec
(SEK m)
2023
2022
2024 2023 2024 2023
Net sales
6.2
4.6
7 6 26 25
Other operating income
-
-
- - 1 1
Total income
6.2
4.6
7 6 27 26
Operating expenses
Other external expenses
-6.5
-4.6
-5 -5 -24 -23
Employee expenses
-14.4
-9.9
-16 -17 -61 -61
Depreciation of tangible and intangible non-current
assets
-0.2
-0.2
-0 -0 -1 -1
Operating profit
-14.9
-10.1
-15 -15 -58 -59
Profit/loss from financial items
Financial income
0.9
4.5
21 4 31 14
Financial expenses
-16.5
-
-14 -0 -32 -18
Profit/loss after financial items
-30.5
-5.6
-7 -11 -59 -63
Group contributions received
-
-
- - 70 70
Tax on profit
-
0.3
- - -2 -2
Profit/loss for the period
-30.5
-5.3
-7 -11 10 6

PARENT COMPANY BALANCE SHEET

(SEK m) 31 Mar
2024
31 Mar
2023
31 Dec
2023
Non-current assets
Intangible non-current assets
Other intangible non-current assets - 0 -
Tangible non-current assets
Tangible non-current assets 1 1 1
Financial non-current assets
Financial non-current assets 0 0 0
Receivables. Group companies 2,647 2,111 2,578
Total non-current assets 2,648 2,113 2,579
Current assets
Receivables. Group companies 1,418 1,145 1,319
Other receivables 4 - 2
Prepaid expenses and accrued income 13 3 14
Cash and cash equivalents 16 14 7
Total current assets 1,451 1,161 1,342
Total assets 4,099 3,274 3,921
Shareholders' equity
Share capital 1 1 1
Share premium reserve 2,094 2,083 2,094
Retained earnings including profit/loss for the period 214 218 224
Total shareholder's equity 2,309 2,302 2,320
Liabilities
Other long-term interest-bearing liabilities 1,360 887 1,310
Short-term liabilities to Group companies - 5 -
Short-term liabilities 430 80 291
Total liabilities 1,790 972 1,601
Total equity and liabilities 4,099 3,274 3,921

ACCOUNTING PRINCIPLES IN ACCORDANCE WITH IFRS

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (EU). This interim report for the Group has been prepared in accordance with IAS 34 Interim Financial Reporting and applicable provisions in the Annual Accounts Act.

The Interim Report for the Parent Company has been prepared in accordance with the Swedish Annual Accounts Act. which is in accordance with the provisions of RFR 2. Accounting for Legal Entities.

The same accounting principles and calculation bases have been applied for the Group and the Parent Company as in the preparation of the most recent annual report for the 2023 financial year.

As a result of rounding off. differences in summaries may appear in the interim report.

New and amended standards for the financial year 2024

New or amended IFRS are not expected to have any significant effects.

NOTE 1 IMPORTANT ESTIMATES AND ASSUMPTIONS ON APPLICATION OF THE GROUP'S ACCOUNTING PRINCIPLES Estimates and assumptions are continuously assessed based on historical experience and other factors, including expectations of future events considered reasonable under prevailing conditions. For more detailed information. please refer to Note 1 of the Annual Report 2023.

Valuation of financial assets and liabilities

Estimates of fair value in the operations primarily affect the Group's goodwill, liabilities related to deferred payments on acquisitions and the Parent Company's shareholdings in subsidiaries. Goodwill is reported in the consolidated balance sheet at acquisition value minus any accumulated write-downs.

Financial assets and liabilities in the balance sheet are reported at acquisition value, unless otherwise stated.

In the case of acquisitions. components of the purchase consideration are usually linked to the acquired company's financial results for a period after the acquisition. The book value of liabilities to sellers in the form of contingent consideration can be affected both positively and negatively because of assessments of each company's financial results for the remaining period. Liabilities for contingent additional purchase prices that arise in business acquisitions are measured at fair value through profit or loss.

NOTE 2 SEGMENT REPORTING

Sdiptech reports profit from operations in two segments: Resource Efficiency and Special Infrastructure Solutions.

RESOURCE EFFICIENCY

Companies within Resource Efficiency provide niche products and services that contribute to the use of resources, such as water, energy, minerals, forest and food, in an efficient and sustainable way. The main geographic markets are northern Europe and the United Kingdom.

SPECIAL INFRASTRUCTURE SOLUTIONS

The companies within Special Infrastructure Solutions provide niche products and services for specialised needs in air and climate control, safety and surveillance and transport systems. The main geographic markets are northern Europe and the United Kingdom.

Central units – Group-wide functions

Group-wide functions and eliminations consist of the Group's Parent Company, Sdiptech AB, the Group's holding companies. which also includes items affecting earnings, such as revaluation of contingent consideration and write-down of goodwill.

Segment information. Group

Jul-Sep
Jul-Sep
Jan-Mar Jan-Mar LTM Mar Jan-Dec
Net Sales (SEK m)
2023
2022
2024 2023 2024 2023
Resource Efficiency
396.3
283.9
455 391 1,714 1,650
Special Infrastructure Solutions
808.9
572.9
880 685 3,364 3,169
Total Net Sales
1,205.2
856.8
1,335 1,076 5,078 4,818
Jul-Sep
Jul-Sep
Jan-Mar Jan-Mar LTM Mar Jan-Dec
Operating profit (SEK m)
2023
2022
2024 2023 2024 2023
Resource Efficiency
82.3
54.5
103 83 351 331
Special Infrastructure Solutions
146.0
105.6
142 119 582 559
Segment total
228.3
160.1
244 201 933 889
Central units
5.9
16.2
-25 -23 -56 -54
Total EBIT
234.2
176.5
220 178 877 836
Net financials
-63.8
-19.8
-62 -44 -241 -224
Profit before tax
170.5
156.8
158 134 636 612
Revenue from agreements with customers
Jul-Sep
Jul-Sep
Jan-Mar Jan-Mar LTM Mar Jan-Dec
(SEK m)
2023
2022
2024 2023 2024 2023
Resource Efficiency
Products
270.3
185.1
320 285 1,191 1,156
Installation, direct
74.7
48.7
78 60 318 300
Installation, over time
2.2
6.0
4 7 15 18
Service, direct
34.4
28.5
47 33 136 122
Service, over time
7.3
9.9
6 7 53 55
Sum Sales Resource Efficiency
396.3
283.9
455 391 1,714 1,650
Special Infrastructure Solutions
Products
432.7
333.9
497 349 1,810 1,662
Installation, direct
86.8
69.5
63 71 284 292
Installation, over time
66.8
46.2
94 57 415 379
Service, direct
188.0
120.0
200 183 744 727
Service, over time
30.3
0.1
27 25 112 110
Sum Sales Special Infrastructure Solutions
808.9
572.9
880 685 3,364 3,169
Sum Products
703.0
519.00
817 634 3,001 2,818
Sum Installation, direct
161.5
118.2
141 131 602 477
Sum Installation, over time
69.0
52.2
98 64 431 511
Sum Service, direct
222.4
148.5
246 215 879 848
Sum Service, over time
37.6
10.0
33 32 165 164
Total sales
1,205.2
856.8
1,335 1,076 5,078 4,818
Jul-Sep
Jul-Sep
Jan-Mar Jan-Mar LTM Mar Jan-Dec
Other income (SEK m)
2023
2022
2024 2023 2024 2023
Resource Efficiency
4.9
1.4
4 6 16 18
Special Infrastructure Solutions
-3.5
3.0
8 5 25 23
Business areas
1.4
4.4
12 11 42 41
Central units
24.2
29.0
- - 29 29
Total other income
25.7
33.3
12 11 70 70

NOTE 3 FINANCIAL INCOME AND COST

Jul-Sep
Jul-Sep
Jan-Mar Jan-Mar LTM Mar Jan-Dec
(SEK m)
2023
2022
2024 2023 2024 2023
Financial income
Interest income
1.9
0.3
3 0 8 5
Net exchange gain
-
9.6
3 - - -
Other financial income
0.3
0.2
0 0 2 2
Total financial income
2.2
10.0
6 1 9 7
Financial cost
Interest expense on financial liabilities to
credit institutions
-45.3
-25.2
-49 -30 -179 -160
Discount rate for lease liabilities
-3.0
-1.4
-4 -3 -14 -13
Discount rate on contingent considerations
-9.3
-9.6
-13 -9 -43 -39
Exchange rate difference
-7.5
-
- -3 -9 -14
Other financial cost
-1.0
6.4
-2 -1 -6 -5
Total financial cost
-66.0
-29.7
-68 -45 -251 -231
Net financial cost
-63.9
-19.8
-62 -44 -241 -224

The Group's net financial items consist of interest expenses divided into interest expenses relating to financial liabilities to credit institutions and bondholders as well as discount rates regarding leasing liabilities in accordance with IFRS 16 and contingent consideration. These conditional purchase considerations are classified as interest-bearing as they are presented at net present value, but they do not give rise to any actual interest payments that are charged to the Group's cash flow. It can be noted that a large part of these debt-charged contingent considerations, as a rule of thumb 40%, require an increase in profit compared to today's levels, in order to be paid out. In addition, the Group is affected by exchange rate differences regarding internal and external loans in foreign currency.

NOTE 4 GOODWILL

31 Mar 31 Mar 31 Dec
(SEK m) 2024 2023 2023
Opening balance 4,626 4,299 4,299
Acquisitions for the period 263 114 295
Adj. of preliminary acquisition analysis - 17 22
Currency translation effects 178 52 10
Carrying amount at end of period 5,067 4,481 4,626

Compared with 31 December 2023, goodwill has increased by a total of SEK 441 million and amounted to SEK 5,067 million as of 31 March 2024.

NOTE 5 INTEREST-BEARING LIABILITIES

31 Mar 31 Mar 31 Dec
(SEK m) 2024 2023 2023
Liabilities to credit institutions and bonds 2,538 2,163 2,407
Leases 373 337 349
Contingent consideration 964 1,149 932
Other non-current liabilities 2 3 3
Total non-current interest-bearing liabilities 3,876 3,651 3,690
Liabilities to credit institutions 20 26 17
Leases 111 92 98
Contingent consideration 419 122 261
Other current liabilities 1 1 1

Contingent consideration payments refer to various types of obligations to the selling party that are linked to conditions based on the acquired company's results for a specific period after the acquisition. The contingent purchase prices are classified as Level 3 in the fair value hierarchy. The liabilities are reported at the present value of the expected outcome based on the assessed fair value at the balance sheet date based on outcomes and future forecast, and largely requires an increase in profit compared to today's levels, in order to have to be paid out.

Contingent consideration 31 Mar 31 Mar 31 Dec
(SEK m) 2024 2023 2023
Opening balance 1,193 1,266 1,266
Acquisitions 155 46 85
Paid purchase considerations relating previous acq -20 -69 -186
Interest expenses (discount on present value calc.) 13 9 39
Revaluation via operating profit 0 3 -16
Exchange differences 41 15 6
Carrying amount at period end 1,383 1,271 1,193

The contingent consideration is recognized in accordance with IFRS at the present value of estimated fair value based on the remaining maturity and expected outcome. The contingent consideration is discounted by calculating present value.

Repayment periods, contractual values (non
discounted) Year Year Year After year
As of 31 March 2024 (SEK m) 2024 2025-2026 2027-2029 2029
Contingent consideration 258 791 356 116

PRELIMINARY ACQUISITION ANALYSIS, regarding

acquisitions during January to March 2024
(SEK m) JR Industries Ltd1 Sum
Intangible non-current assets - -
Tangible non-current assets 19 19
Right of use assets 16 16
Other fixed assets - -
Inventories and work in progress 64 64
Cash and cash equivalents 18 18
Trade receivables 2 56 56
Other current assets 7 7
Deferred tax 2 2
Other non-current liabilities -1 -1
Current tax liability -20 -20
Other current liabilities -51 -51
Net identifiable assets and liabilities 110 110
Consolidated goodwill 263 263
Brand and trademarks 26 26
Customer relations 110 110
IP rights - -
Deferred tax liabilities -33 -33
Total estimated purchase price 476 476
Cash and cash equivalents 321 321
Contingent consideration 155 155
Total remuneration 476 476
Liquidity impact on the Group JR Industries Ltd1 Sum
Cash and cash equivalents acquired 18 18
Remuneration transferred -321 -321
Total cash impact -303 -303
Other information 3 JR Industries Ltd1 Sum
Run rate, turnover 319 319
Run rate profit before tax 60 60
Contribution of the acquired entities to Group turnover
and profit (SEK million) JR Industries Ltd1 Sum
Acquired units' contribution to the Group's turnover 83 83
Acquired units' contribution to the Group's profit before
tax 4 4
Where of:
Transaction costs -7 -7
Amortisation and impairment of intangible assets -1 -1

1) JR Industries Ltd (Gwindy Ltd) with subsidiaries

2) The receivables are measured at fair value no provision for bad debts is recognized

3) Run rate is based on sales and operating profit before tax, on a 12-month basis, at the time of acquisition. For foreign acquisitions, the result has been recalculated based on the price at the time of acquisition.

Acquisition accounting

The acquisition analysis is preliminary. The acquisition analysis is kept open for 12 months from the date of entry. During the period, adjustments of the preliminary amounts recognized at the time of acquisition based on new information about the facts and circumstances that existed at the time of acquisition and which, if known, would have affected the calculation of the amounts recognised at that time.

Goodwill consists of the amount by which the consolidated cost of shares in acquired subsidiaries exceeds the fair value of the company's net assets recognised in the acquisition analysis at the time of acquisition and is mainly attributable to synergies and other intangible assets that do not meet the criteria for separate recognition. Goodwill relates to the expected contribution of the acquired entity to complement and broaden the Group's offering, sales channels and synergies in infrastructure and contribute to the Group's continued growth.

Acquisition-related expenses, known as transaction costs, are expensed as incurred. These costs. together with costs for divestments. are recognized in the income statement under the item "Other external costs". Acquisition and divestment costs for the period January to March 2024 amounted to SEK 7 million (2) including stamp fee amounting to SEK 3 million (0), see also page Alternative performance measures.

Description of acquisitions during the period January – March 2024

On 24 January, Sdiptech acquired all shares in the British company JR Industries Ltd with subsidiaries in France and Germany. Founded in 1970 and headquartered in Caerphilly, Wales, JR Industries has established itself as a leading manufacturer of roller shutter doors for commercial vehicles in Europe. The company offers a wide range of tailor-made products that increase the efficiency and safety of loading and unloading goods from vehicles. This includes the development of robust roller shutter door solutions and flexible partitions for refrigerated vehicles that are adaptable to different configurations.

JR Industries' market has solid underlying growth driven by the electrification of delivery vehicles, the ongoing rise of e-commerce, and an increasing trend in fleet customization aimed at improving operational efficiency.

At the time of the acquisition, JR Industries has 87 employees. The company is Sdiptech's thirteenth business unit in the UK and will be part of the Special Infrastructure Solutions business area from January 2024.

Sdiptech an initial consideration of GBP 26 million on the closing date, which is financed with own funds and an existing credit facility. The final purchase price, which will be settled at the end of a four-year earn-out period, is dependent on the company's earnings trend. A final total purchase price that is higher than the current level requires a higher profit level than the current one. The estimated contingent consideration for JR Industries amounts to SEK 155 million at the time of acquisition after present value calculation. The valuation is based on an assessment of the probable outcome based on forecasts for the company from the date of acquisition until the end of the period of the contingent consideration.

NOTE 7 DIVIDENDS

In March 2015, 1,750,000 preference shares were issued with an issue price of SEK 100 per share. Dividend amounts to SEK 8 per year, divided into quarterly payments. Redemption price is SEK 120 during 0-24 months after the exhibition, SEK 110 during month 25-48., and SEK 105 thereafter. Dividends on preference shares require a general meeting resolution. The holders of the preference shares have no right to demand redemption or demand a dividend. The dividend on preference shares is regulated in the Articles of Association. The dividend amounts to SEK 14.0 million annually, divided into SEK 3.5 million per quarter, with payment in March, June, September and December.

COMPANIES PER BUSINESS AREA

RESOURCE EFFICIENCY

The companies within Resource & Efficiency provide niche products and services that contribute to the use of resources, such as water, energy, minerals, forests and food, in an efficient and sustainable manner. The principal geographic markets today is Northern Europe, the United Kingdom and Italy.

The companies included in Resource & Efficiency (in alphabetical order)

- Agrosistemi Srl Treatment and recovery of biological sludge

  • CentralByggarna Sverige AB Producer of customised switching stations and electrical automation
  • Centralmontage i Nyköping AB Producer of customised switching stations and electrical automation
  • EuroTech Sire System AB Installation and service of uninterruptible power supply
  • Hansa Vibrations & Omgivningskontrol AB Performs vibration measurements in infrastructure projects
  • HeatWork AS Manufacturing of mobile hydronic heating solutions
  • Hydrostandard Mätteknik Nordic AB Replacement. renovation and calibration of water meters
  • Kemi-tech ApS (as of Jul-23) Tailored chemical solutions for industrial water treatment

• IDE Systems Ltd and IDE Rental Ltd Temporary power distribution and monitoring systems

  • Multitech Site Services Ltd Temporary infrastructure such as temporary electricity. water. fire
  • protection and lighting • Polyproject Environment AB Installations and components for water treatment in industry and
    • municipalities
  • Pure Water Scandinavia AB Producer of ultra-pure water products

• Rogaland Industri Automasjon AS Control and regulating systems for water and sewerage systems

  • Rolec Services Ltd (One Stop Europe Ltd) Development and manufacture of charging equipment and systems for electric vehicles
  • Topas Vatten AB Installation and service of smaller water and wastewater treatment plants • Unipower AB Measuring systems for monitoring of power quality
  • Vera Klippan AB Producer of large-dimension cisterns for larger water and sewerage systems, • Water Treatment Products Ltd Preparation and manufacture of water treatment products

SPECIAL INFRASTRUCTURE SOLUTIONS

The companies within Special Infrastructure Solutions provide niched products and services for specialised needs in air and climate control, security and surveillance and transport systems. The principal geographic markets are Northern Europe and the United Kingdom.

The companies included in Infrastructure Solutions (in alphabetical order):

• Alerter Group Ltd Emergency communications systems for disabled people • Auger Site Investigations Ltd Specialised in claims management of underground infrastructure • Castella Entreprenad AB Contracts for shell completion and internal plaster walls • Certus Technologies Holding B.V. Systems for automation in ports. terminals and logistics distribution center • Cliff Models AB Prototypes for industrial product development • Cryptify AB Software solution for secure communication • e-l-m- Kragelund A/S Development and manufacturing of innovative attachments for forklifts • Frigotech AB Installation and service of refrigeration units • GAH (Refrigeration) Ltd Manufacture and service of transportation refrigeration solutions • JR Industries Ltd (as of Jan -24) Manufacture of roller shutter doors and partitions for commercial vehicles • Oy Hilltip Ab Manufacturer of road maintenance equipment. special winter • KSS Klimat & Styrsystem AB Indoor climate control. ventilation and energy efficiency • Medicvent AB System for evacuation of noxious gases • Mecno Services S.r.l. Railway maintenance products and services • Metus d.o.o. Production of special elevators for customer-specific needs and resource supply to global elevator manufacturers • Optyma Security Systems Ltd Integrated security systems for public and private environments • Patol Ltd Designs and manufactures products for fire, smoke and heat detection • RedSpeed International Ltd Digital cameras for speed monitoring and traffic enforcement • Resource Data Management Ltd Specialist product provider within refrigeration control and monitoring • Storadio Aero AB Infrastructure and operational liaison centre for backup air traffic Communications and radio-based services for shipping • TEL UK Ltd Design and manufacture of electronic airflow monitor and control • Thors Trading AB Durable products in hard metal material for racing and harness racing

DEFINITIONS ALTERNATIVE PERFORMANCE MEASURES

Sdiptech presents alternative financial ratios in addition to the financial ratios established by IFRS to better understand the development of the business and the financial position. However, such ratios shall not be considered as a substitute for the key ratios required under IFRS. The alternative key figures presented in this report are described below.

Adjusted EBITA1 Adjusted EBITA is the Group's operating performance measure and is calculated as EBITA
before acquisition costs and disposal costs and before profit from revaluation of contingent
consideration and sale results from divestments. items affecting non-material corrections to
previous years' results in the subsidiaries; less depreciation and amortization that are not
acquisition-related but relate to the operating units' intangible assets.
The key ratio increases the comparability of EBITA over time as it is adjusted for the impact of
items affecting comparability. The key figure is also used in the internal follow-up and
constitutes a central financial objective for the business.
Adjusted EBITA-margin
1
Adjusted EBITA in relation to net sales.
EBITDA Operating profit before depreciation and impairment losses.
Adjusted EBITDA Adjusted EBITDA is calculated as EBITDA before acquisition and disposal costs and before
gains from revaluation of contingent consideration and capital gains from divestments, items
affecting comparability relating to non-material corrections of previous years in the subsidiaries.
EBITA Operating profit after depreciation and amortisation of tangible fixed assets before impairment.
The key ratio enables comparisons of profitability over time regardless of amortisation and
impairment of acquisition-related intangible assets and independent of the corporate tax rate
and the company's financing structure. That said, depreciation of tangible assets is included,
which is a measure of the consumption of resources necessary to generate earnings.
Financial net debt/
Adjusted EBITDA
Calculated as net financial liability on the balance sheet date to credit institutions and other
financial liabilities, such as outstanding bonds, as well as lease liabilities (largely discounted
leases), in relation to adjusted EBITDA for the last four quarters. Financial net debt includes
current and non-current interest-bearing liabilities less cash and cash equivalents, but excluding
interest-bearing liabilities related to the contingent purchase price.
Net debt /Adjusted EBITDA Net debt as of the balance sheet date, in relation to adjusted EBITDA for the last four quarters.
Net debt includes current and non-current interest-bearing liabilities less cash and cash
equivalents. Parts of the interest-bearing liabilities are related to the conditional purchase price
for acquisitions, which are settled at the end of the vesting periods depending on the earnings
trend during these periods. Paying the liability at the full current book value requires a higher
level of profit or loss than the current level.
Capital employed Calculated as average shareholders' equity and interest-bearing net debt for the past four
quarters less cash and cash equivalents and short-term investments.
Return on capital employed
(ROCE)
Calculated as EBITA for the last four quarters at the relevant closing date, in relation to the
average capital employed for the last four quarters at the closing date.
Return on equity Calculated as the average profit after tax attributable to shareholders, adjusted for dividends to
preference shares, for the last four quarters, in relation to the average equity attributable to
shareholders adjusted for preference capital for the last four quarters at the balance sheet date.
Cash flow generation Calculated as cash flow from continuing operations in relation to profit before tax adjusted for
non-cash items.
Earnings per ordinary share
(number share per end of
period)
Calculated as profit after tax attributable to the Parent Company's shareholders less dividends
to preference shareholders divided by the number of ordinary shares per the end of the period.

1Adjusted EBITA/Adjusted EBITA margin corresponds to the previous designation EBITA*.

ALTERNATIVE PERFORMANCE MEASURES

Alternative key figures are presented in the interim report for monitoring the group's operations. The alternative key figures presented in this interim report relate to adjusted EBITA1 , adjusted EBITDA, net debt/adjusted EBITDA, net financial debt/adjusted EBITDA, return on capital employed, cash flow generation, earnings per common share and diluted earnings per common share.

Adjusted EBITA1

Adjusted EBITA consists of EBITA before acquisition costs and before amortisation and write-downs of intangible fixed assets that arose in connection with acquisitions as well as before remeasurements of contingent consideration payments and write-downs of goodwill. Amortisation and write-downs of intangible assets that are not acquisition-related but derive from the operating units' intangible assets are not reversed. Apart from this, items affecting comparability relating to non-material adjustments of previous years' net profit in subsidiaries have been highlighted.

Acquisition and divestment costs, which mainly relate to external consultants, are expensed during the periods in which they arise, and the services are performed.

Adjustment items for adjusted EBITA1

The costs and revenues that are excluded when calculating ADJ. EBITA have historically amounted to the amounts below:

Acquisition costs (SEK m) Q1 Q2 Q3 Q4 Total
2024 -7 -7
2023 -2 -2 -4 -6 -13
2022 -4 -11 -1 -7 -22
Adjustment of liability for
earnouts (SEK m)
Q1 Q2 Q3 Q4 Total
2024 -0 -0
2023 -3 -0 27 -7 17
2022 -6 38 29 1 62

The remeasurement of liabilities relating to contingent consideration payments may entail corresponding revenues if liabilities have been written down, or an expense if the liabilities have been written-up. The fact that these items vary over time is due to the development of the participating companies and future forecasts. An evaluation of this development compared with book values takes place every quarter and can result in various remeasurements that affect earnings. These adjustments are made so that the book values are as close to the fair values as possible. see also Note 1.

For acquisitions, part of the purchase price is allocated to goodwill and amortisable intangible assets, also see Note 4. The heading "Amortisation and write-downs of intangible fixed assets" includes any write-downs of goodwill. Amortisation. which is a result of Sdiptech allocating part of the purchase price to acquired intangible assets, such as trademarks, product rights, customer relations, etc. in connection with acquisitions, is also included under the heading. These assets are amortised over time, resulting in a cost. This type of allocation and resulting amortisation has increased over time and is expected to continue increasing in line with new acquisitions. As a rule of thumb, it can be stated that new amortisation of intangible assets that have arisen in connection with new acquisitions, is added at about 2% per year of the additional acquired companies' purchase price.

Effects on adjusted EBITA, compared to EBITA, are distributed as follows:

Jul-Sep
Jul-Sep
Jan-Mar Jan-Mar LTM Mar Jan-Dec
Adjusted EBITA to EBIT bridge (SEK m)
2023
2022
2024 2023 2024 2023
Adjusted EBITA1
234.9
170.8
251 203 970 922
Adjustment of liability for earnouts
27.1
28.9
-0 -3 19 17
Acquisition and divestment cost
-4.1
-1.2
-7 -2 -19 -13
Of which non-acquisition-related amortization and
write-downs of intangible fixed assets
12.3
5.4
11 7 41 38
EBITA
270.1
199.6
255 206 1,012 963
Non-acquisition-related amortization and write
downs of intangible fixed assets
-12.3
-5.4
-11 -7 -41 -38
Acquisition-related amortization and write-downs
of intangible fixed assets
-23.6
-17.7
-25 -21 -94 -90
EBIT
234.2
176.5
220 178 877 836

1Adjusted EBITA/Adjusted EBITA margin corresponds to the previous designation EBITA*.

Adjusted. EBITA-margin1 ADJ. EBITA in relation to Net Sales

Jan-Mar Jan-Mar LTM Mar Jan-Dec
Adjusted EBITA1
in relation to Net Sales (SEK m)
2024 2023 2024 2023
Adjusted EBITA1 251 203 970 922
Net Sales 1,335 1,076 5,078 4,818
Adjusted EBITA margin1 % 18.8% 18.9% 19.1% 19.1%

EBITDA

Operating profit before depreciation and impairment losses.

Jan-Mar Jan-Mar LTM Mar Jan-Dec
EBITDA (SEK m) 2024 2023 2024 2023
Operating profit 220 178 877 836
Depreciation and amortisation of tangible non-current assets 49 40 191 183
Depreciation and amortisation of intangible non-current assets 35 28 135 128
EBITDA 304 247 1,203 1,146
Adjustment of liability for earnouts 0 3 -19 -17
Acquisition and divestment cost 7 2 19 13
Adjusted EBITDA 311 251 1,203 1,143

Financial net debt/Adjusted EBITDA

Calculated as financial net debt to credit institutions and other financial liabilities at the balance sheet date, in relation to adjusted EBITDA for the last four quarters. Net financial debt includes current and non-current interest-bearing liabilities, including lease liabilities, less cash and cash equivalents, but excluding interest-bearing liabilities related to the conditional purchase price.

31 Mar 31 Dec 30 Sep 30 Jun 31 Mar
Interest-bearing financial net debt (SEK m) 2024 2023 2023 2023 2023
Liabilities to credit institutions 1,958 1,823 1,873 2,310 2,189
Bonds 600 600 600 - -
Leases 484 447 448 406 428
Sum Interest-bearing financial debt 3,042 2,870 2,921 2,716 2,618
Cash and cash equivalents -436 -557 -480 -408 -402
Interest-bearing financial net debt 2,606 2,313 2,442 2,308 2,215
LTM Mar LTM Mar Full year
Financial net debt in relation to Adjusted EBITDA (SEK m) 2024 2023 2023
Interest-bearing financial net debt 2,606 2,215 2,314
Adjusted EBITDA 1,203 898 1,143
Financial net debt/Adjusted EBITDA 2.17 2.47 2.02

Net debt/Adjusted EBITDA

Calculated as net debt at the balance sheet date, in relation to adjusted EBITDA for the last four quarters. Net debt includes current and non-current interest-bearing liabilities less cash and cash equivalents. Parts of the interest-bearing liabilities are related to the conditional purchase price for acquisitions, which are settled at the end of the vesting periods depending on the earnings trend during these periods. Paying the liability at the current book value requires a higher level of profit than the current level.

31 Dec 31 Dec 30 Sep 30 Jun 31 Mar
Interest-bearing net debt (SEK m) 2023 2023 2023 2023 2023
Sum Interest-bearing financial debt 3,042 2,870 2,921 2,716 2,617
Contingent consideration 1,385 1,195 1,228 1,241 1,274
Other non-current liabilities 1 1 1 1 1
Sum Interest-bearing liabilities 4,428 4,067 4,150 3,958 3,892
Cash and cash equivalents -436 -557 -480 -408 -402
Interest-bearing net debt 3,992 3,510 3,670 3,550 3,490
LTM Mar LTM Mar Full year
Average net debt in relation to EBITDA (SEK m) 2024 2023 2023
Interest-bearing net debt 3,992 3,490 3,510
EBITDA 1,203 898 1,143
Net debt/EBITDA 3.32 3.89 3.07

Capital employed

Calculated as average shareholders' equity and interest-bearing liabilities for the last four quarters less cash and cash equivalents and short-term investments.

Average capital employed (SEK m) Average Q1 2024 Q4 2023 Q3 2023 Q2 2023
Interest-bearing net debt 3,681 3,992 3,510 3,670 3,550
Shareholders' equity 4,006 4,185 3,957 3,964 3,918
Capital employed 7,686 8,177 7,466 7,634 7,468

Return on capital employed (ROCE)

Calculated as EBITA for the most recent four quarters on closing day in relation to average capital employed for the four most recent quarters on closing day.

Average EBITA in relation to average capital employed LTM Mar LTM Mar Full year
(SEK m) 2024 2023 2023
EBITA 1,012 795 963
Capital employed 7,686 6,521 7,429
Return on capital employed % 13.2% 12.2% 13.0%

Return on equity

Calculated as average profit after tax. attributable to the Parent Company's shareholders, adjusted for dividend to preference shares, for the four most recent quarters in relation to average equity, attributable to the Parent Company's shareholders, adjusted for preference capital for the four most recent quarters on closing day.

Average adjusted net profit in relation to average equity LTM Mar LTM Mar Full year
(SEK m) 2024 2023 2023
Profit after tax. adjusted 446 433 430
Equity 3,826 3,030 3,694
Return on capital employed % 11.7% 14.3% 11.6%

Cash flow generation

Calculated as cash flow from continuing operations in relation to profit before tax adjusted for non-cash items.

Jul-Sep
Jul-Sep
Jan-Mar Jan-Mar LTM Mar Jan-Dec
Cash flow generation %
2023
2022
2024 2023 2024 2023
EBT
170.5
156.8
158 134 636 612
Adjustment for items not included in cash flow
102.9
38.3
73 85 303 315
Adjusted EBT
273.4
195.1
231 219 939 927
Cash flow from continuing operations
256.2
114.7
167 98 688 618
Cash flow generation %
93.7
58.8
72.4% 44.8% 73.3% 66.8%

Earnings per ordinary share (number share per end of period)

Calculated as profit after tax attributable to the Parent Company's shareholders less dividends to preference shareholders divided by the total number of ordinary shares outstanding at end of the period.

Jul-Sep
Jul-Sep
Jan-Mar Jan-Mar LTM Mar Jan-Dec
Earnings per ordinary share (SEK m)
2023
2022
2024 2023 2024 2023
Profit/loss attributable to Parent Company's shareholders
131.5
126.2
106 96 455 444
Dividend paid to preference shareholders
-3.5
-3.5
-4 -4 -14 -14
Profit/loss attributable to Parent Company's shareholders
128.0
122.7
103 92 441 430
Number of ordinary shares outstanding (thousand)
37,992
35,601
37,992 37,992 37,992 37,992
Earnings per ordinary share
3.37
3.45
2.71 2.42 11.61 11.32

STOCKHOLM 25 APRIL 2024

Bengt Lejdström President and CEO

*******

This interim report has not been the subject of a review by the company's auditors.

*******

For additional information. please contact:

Bengt Lejdström, CEO, +46 702 74 22 00. [email protected]

Susanna Zethelius, CFO, +46 704 44 00 92, [email protected]

Sdiptech AB (publ) is required to disclose this information pursuant to EU Market Use Regulation 596/2014. The information was provided by the above contact persons for publication on 25 April 2024 at 08.00 CEST.

UPCOMING REPORTS

Annual General Meeting 22 May 2024 Interim report April – June 2024 19 July 2024 Interim report July - September 2024 25 October 2024 Year-end report for för 2024 11 February 2025

Payment of dividends to preference shareholders

For each preference share, an annual dividend of SEK 8.00 is paid, divided into four quarterly payments of SEK 2.00 each. The record dates for receipt of dividends of preference shares until next annual general meeting is:

  • 14 June 2024
  • 13 September 2024
  • 13 December 2024
  • 14 March 2024

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