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Seafire AB

Quarterly Report Nov 6, 2024

6194_10-q_2024-11-06_87337f13-e7a8-4fa9-896e-338b35ccbc4f.pdf

Quarterly Report

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Interim Report July – September 2024

Continuing weak demand, signs of stabilization

Net sales for Q3 declined by 9 percent to SEK 211 (233) million and adjusted EBITA was SEK 12 (19) million. Development during the quarter was mixed, with large differences between companies. Borö-Pannan's net sales are still well below the previous year's level, but with gradual stabilization and an increasing order intake. Several consumer-oriented subsidiaries are showing stability and/or growth. The focus will remain on earnings and cash flow in an uncertain macro situation.

Unless stated otherwise, the figures in this report concern continuing operations.

Third quarter 2024

  • Net sales amounted to SEK 211 (233) million. Growth was -9 percent, of which organic growth was -9 percent, compared with the same period in 2023
  • Adjusted EBITA amounted to SEK 12 (19) million, corresponding to a margin of 6 (8) percent
  • EBITA amounted to SEK 11 (27) million, corresponding to a margin of 5 (12) percent
  • Operating profit/loss (EBIT) amounted to SEK 5 (9) million
  • Basic and diluted earnings per share amounted to SEK -0.09 (-0.212 )
  • Cash flow from operating activities was SEK 1 (94) million, negatively affected by a tax deferral repayment of SEK 2 million (previous year: positively affected by SEK 94 million)

The period January – September 2024

  • Net sales amounted to SEK 693 (773) million. Growth was -10 percent, of which organic growth for comparable entities was -11 percent, compared with the same period in 2023
  • Adjusted EBITA amounted to SEK 35 (71) million, corresponding to a margin of 5 (9) percent
  • EBITA amounted to SEK 41 (65) million, corresponding to a margin of 6 (8) percent
  • Operating profit/loss (EBIT) amounted to SEK -13 (33) million and was affected by goodwill impairment of SEK 35 million related to Borö-Pannan in Q2
  • Basic and diluted earnings per share amounted to SEK -0.86 (-1.062 )
  • Cash flow from operating activities was SEK 42 (69) million, negatively affected by a tax deferral repayment of SEK 5 million (previous year: positively affected by SEK 94 million)

Significant events during the reporting period

On August 1, Daniel Repfennig took over the role of President and CEO of Seafire

FINANCIAL SUMMARY

Q3 Q3 Jan–Sep Jan–Sep R12 Full year
SEK million 2024 2023 2024 2023 2024 2023
Net sales 211 233 693 773 920 1,000
Gross margin1 44% 46% 45% 46% 45% 46%
Operating expenses, proportion of net sales1 36% 35% 38% 36% 40% 38%
EBITA1 11 27 41 65 57 81
EBITA margin1 5% 12% 6% 8% 6% 8%
Adjusted EBITA1 12 19 35 71 36 72
Adjusted EBITA margin1 6% 8% 5% 9% 3% 7%
Operating profit (EBIT) 5 9 -13 33 -33 13
Basic and diluted earnings per share, SEK2 -0.09 -0.21 -0.86 -1.06 -1.51 -1.72
Cash flow from operating activities2 1 94 42 69 53 80
Net debt/adjusted EBITDA pro forma R12, times 3.0 2.1 3.0 2.1 3.0 2.2

1) Alternative performance measures. See Note 8 for reconciliation with financial reports in accordance with IFRS.

2) Comparative figures including discontinued operations.

THE CEO'S COMMENTS ON Q3

Uneven sales and mixed development in demand between subsidiaries characterized Q3. Comparative figures remained relatively strong in Q3, and demand appears to be stabilising, albeit at a lower level. Below the surface, we see some signs of improving market conditions, although this is yet to be reflected in the order books of the subsidiaries.

Consolidated net sales fell by 9 percent to SEK 211 million (233), while adjusted EBITA decreased to SEK 12 (19) million. Our costreduction measures are having an impact, but they cannot compensate for the decline in sales, as the operational leverage within the Group is substantial. Operating cash flow amounted to SEK 1 million, which can be considered as satisfactory given seasonal patterns and the strong cash flow in Q2.

The product companies are once again showing resilience and grew by 5% in the quarter. Of particular note here is Opo Scandinavia, which delivered record sales during the quarter, while Ludafarm showed weak development as a result of the agriculture market remaining slow.

The industrial companies saw a considerable decline in demand and revenue fell during the quarter by 16% compared with the previous year. Revenues in Borö-Pannan, which fell 60 percent in Q2 compared with the same period last year, saw somewhat stronger demand during Q3, but still faced very high comparative figures, even in a longterm historical perspective. Borö-Pannan declined by 26 percent in Q3. Our view is that the heating market has now bottomed out and we expect to see stabilization going forward. Bara Mineraler is showing stable development, which is gratifying given the company's importance for the Group.

The gross margin fell somewhat and amounted to 44% (46), primarily as a result of a changed business mix. We are actively exploring opportunities to strengthen gross margins across multiple areas of our operations, partly through price adjustments and negotiation of purchase conditions.

Adjusted EBITA decreased to SEK 12 (19) million, corresponding to a margin of 6% (8). In this period, Borö-Pannan once again represents much of the decline compared with the same period last year. Cost-saving measures among the subsidiaries are showing results, and all subsidiaries except for Borö-Pannan delivered a positive operating profit in spite of weaker demand. Four companies grew their operating profit during Q3.

Operating cash flow in Q3 amounted to SEK 1 million, while net debt amounted to SEK 199 million (286 including tax deferral). The subsidiaries have

worked in a focused manner to reduce the structural level of working capital during the year. Of particular note here is Nordbutiker, which has reduced its working capital by 23% this year, despite a substantial increase in sales. Much of the "lowhanging fruit" has now been harvested and a more challenging phase has begun. However, we are determined to continue the work and achieve our goal of a sustained reduction in capital tied up.

Market developments remain uncertain and we have been forced to use both the accelerator and the brake at the same time, which can be challenging in small companies with clear investment levels in the organization. During the quarter, two subsidiaries strengthened their sales organization in order to pave the way for success when the market turns. We hope to see more positive signals going forward, which will give us the confidence to give the go-ahead for more initiatives, but we remain both cautious and selective.

There is considerable uncertainty regarding the development of our end markets. In some markets, such as in the automotive industry (heavy trucks), there are no signs of the market turning, with the evidence actually suggesting that the lower level will continue into Q4 and the first half of 2025. In other markets, such as construction and consumer, we are seeing signs of increasing activity and requests for proposals, although this has yet to be reflected in our order books.

In summary, we see some market stabilisation and will meet softer comparative figures in the fourth quarter, as end of 2023 marked a distinct downward turning point in many subsidiaries. The start of Q4 indicates a revenue development in line with what we saw in Q3. However, it should be noted that Q4 is a small quarter from a profit perspective for Seafire. We have no plans for further group-wide cost-saving programmes, although we remain alert to the possibility.

It is nearly 100 days since I took up my post as CEO for Seafire. During this time, I have met many employees and managers within the Group and have been impressed by their expertise, drive and loyalty. I do not expect to see any major strategic changes for the Group in the short term, although it is likely that certain adjustments will be made to our

operating model to ensure that everything we do supports our ambition for continuous profit growth and strong cash flows.

Daniel Repfennig

Chief Executive Officer

THE GROUP'S PERFORMANCE

Net sales

Third quarter

During the quarter, net sales decreased by 9 percent to SEK 211 million, compared with SEK 233 million for the same period in the previous year. As no acquisitions have been made since Q3 2023, the decline in net sales was entirely organic. The negative development is mainly attributable to continuing weak demand in Borö-Pannan's market.

The period January – September

During the period, net sales decreased by 10 percent to SEK 693 million, compared with SEK 773 million for the same period in the previous year. Organic growth, excluding acquired companies, was -11 percent compared with the same period in 2023. All subsidiaries, apart from Nordbutiker and Opo Scandinavia, showed negative development.

Gross margin

Third quarter

The gross margin amounted to 44 (46) percent during the quarter. The decline in the gross margin is largely attributable to a change in the business mix.

The period January – September

The gross margin amounted to 45 (46) percent during the period. The gross margin was negatively affected by a change in the business mix.

Earnings

Third quarter

The Group's operating profit/loss (EBIT) amounted to SEK 5 (9) million during the quarter. The negative development is mainly due to a lower EBIT for Borö-Pannan. Operating profit before amortization attributable to acquired surplus values (EBITA) amounted to SEK 11 (27) million. Items affecting comparability had an effect of SEK -1 (8) million on earnings. Profit after tax amounted to SEK -4 (-9) million.

The period January – September

The Group's operating profit/loss (EBIT) amounted to SEK -13 (33) million during the period. The decline is largely due to weak sales growth for Borö-Pannan, but also the loss in earnings for Bara Mineraler during Q1 which was affected by an unusually harsh winter. The earnings trend was also negatively affected by goodwill impairment of SEK 35 (12) million. Operating profit before amortization attributable to acquired surplus values (EBITA) amounted to SEK 41 (65) million. Items affecting comparability during the year, mainly attributable to contingent consideration remeasurement, had an effect of SEK 6 (-5) million on earnings. Profit after tax amounted to SEK -37 (-46) million.

Net financial items and tax

Third quarter

Net financial items for the quarter amounted to SEK -8 (-11) million. Interest and finance costs amounted to SEK -8 (-13) million, currency fluctuations amounted to SEK 0 (-2) million and interest and finance income was SEK 0 (4) million. Tax for the period amounted to SEK -1 (-7) million.

The period January – September

Net financial items for the period amounted to SEK -21 (-51) million. Interest and finance costs amounted to SEK -21 (-54) million, currency fluctuations amounted to SEK -1 (-5) million and interest and finance income amounted to SEK 1 (9) million. The improvement in net financial items is a direct result of the refinancing in Q1 2023, which considerably reduced the Group's interest expenses. Tax for the period amounted to SEK -3 (-5) million.

Summary of financial performance measures

Q3 Q3 Jan–Sep Jan–Sep R12 Full year
SEK million 2024 2023 2024 2023 2024 2023
Net sales 211 233 693 773 920 1,000
EBITDA 18 35 62 86 86 110
EBITA 11 27 41 65 57 81
Adjusted EBITA 12 19 35 71 36 72
EBIT 5 9 -13 33 -33 13

Effect of items affecting comparability on the income statement

SEK million Q3
2024
Q3
2023
Jan–Sep
2024
Jan–Sep
2023
Other income (contingent consideration remeasurement) - 10 7 10
Other external expenses (acquisitions, change of listing and refinancing) - -2 - -15
Restructuring -1 - -1 -
Effect on EBITDA & EBITA -1 8 6 -5

Financial development

SEK million

Cash flow

Third quarter

Cash flow from operating activities, including changes in working capital, amounted to SEK 1 (94) million. A tax deferral of SEK 94 million was recognized in the comparative period. Cash flow from investing activities amounted to SEK -5 (-3) million, as a result of investments in property, plant and equipment. Cash flow from financing activities amounted to SEK -14 (-95) million, with the reduction due to bank overdraft facility repayments of SEK 80 million in the comparative period. Total cash flow for the quarter amounted to SEK -18 (-4) million.

The period January – September

Cash flow from operating activities, including changes in working capital, amounted to SEK 42 (69) million, primarily as a result of positive cash flow from lower inventory levels. Cash flow from investing activities amounted to SEK -12 (-90) million, primarily as a result of investments in property, plant and equipment. The acquisition of Borö-Pannan was implemented in the comparative period. Cash flow from financing activities amounted to SEK -34 (-384) million, as a result of utilization of the overdraft facility and repayments of loans and lease liabilities. Refinancing in the comparative period involved repayment of bond loans and the arrangement of secured bank financing. Total cash flow for the period amounted to SEK -4 (-405) million.

Investments

Third quarter

Cash flow from investing activities during the quarter amounted to SEK -5 (-3) million, which is mainly attributable to investments in property, plant and equipment.

The period January – September

Cash flow from investing activities during the period amounted to SEK -12 (-90) million, which is mainly attributable to investments in property, plant and equipment. The acquisition of Borö-Pannan was completed in the comparative period.

Financing

Interest-bearing liabilities at the end of the period amounted to SEK 213 (254) million and including lease liabilities, SEK 241 (292) million. Liabilities to credit institutions amounted to SEK 213 (254) million and lease liabilities were SEK 28 (38) million. Contingent consideration amounted to SEK 0 (29) million, of which contingent consideration due within 12 months amounted to SEK 0 (10) million. The Group's net debt, as defined for calculation of the bank loan covenant, amounted to SEK 199 (239) million, while net debt/adjusted EBITDA R12 pro forma was 3.0x (2.1x).

Tax deferral amounted to SEK 87 (102) million, which must be repaid by the end of 2027. Cash and cash equivalents amounted to SEK 42 (63) million at the end of the period.

Adjusted net debt, including leases, all contingent consideration and tax deferrals, amounted to SEK 286 (360) million, which gives adjusted net debt/adjusted EBITDA R12 pro forma of 4.3x (3.2x).

1) For definitions, see Note 8. The comparative figures have been restated to include the contingent consideration liability.

Net debt, Net debt/Adjusted EBITDA pro forma R12

SEK million Sep 30
2024
Sep 30
2023
Full
year
2023
Interest-bearing liabilities 213 254 234
Lease liabilities 28 38 37
Contingent consideration due within 12 months - 10 5
Less: cash and cash equivalents -42 -63 -46
Net debt 199 239 230
Adjusted EBITDA R12 66 113 104
Net debt/Adjusted EBITDA pro forma R12, times 3.0 2.1 2.2

Adjusted net debt including deferral from the Swedish Tax Agency and all contingent consideration, adjusted net debt/adjusted EBITDA pro forma R12

SEK million Sep
30
2024
Sep
30
2023
Full
year
2023
Net debt 199 239 230
Outstanding deferral from the Swedish Tax Agency and contingent consideration due for payment after 12 months 87 121 99
Adjusted net debt 286 360 329
Adjusted EBITDA R12 66 113 104
Adjusted net debt/Adjusted EBITDA pro forma R12, times 4.3 3.2 3.2

BUSINESS AREAS

Industrial components

The Industrial components business area offers products and solutions to companies within a number of market niches – paints, fans, construction materials and production of sheet metal components for customers within a wide range of sectors. The business area includes Bara Mineraler, Borö-Pannan, DOFAB, Färg-In, Kenpo Sandwich, Pexymek, Thor Ahlgren and Åkerstedts. For more information about the business area, see Note 4.

SEK million Q3
2024
2023 Q3Jan–SepJan–Sep
2024
2023 R12
2024
Full
year
2023
Net sales 124 148 430 516 594 680
Gross profit 53 68 196 238 268 310
Gross margin, % 43% 46% 46% 46% 45% 46%
Operating expenses1 -44 -47 -155 -162 -215 -222
Proportion of net sales, % 35% 32% 36% 31% 36% 33%
EBITA1 6 18 30 65 40 75
EBITA margin, % 4% 12% 7% 13% 7% 11%

1 Earnings exclude the management fee payable to the Parent Company, which is distributed between the subsidiaries based on net sales.

Third quarter

Net sales for the quarter declined by 16 percent to SEK 124 million, compared with SEK 148 million for the same quarter in the previous year. With the exception of Kenpo Sandwich, all companies reported lower Q3 net sales compared with 2023. Borö-Pannan saw less decline in Q3 compared to Q2, with some sequential increase in order intake. Demand remains at a low level in a historical perspective.

The gross margin decreased to 43 (46) percent compared with the same quarter in the previous year. The gross margin was affected by a change in the business mix.

During the quarter, operating profit before amortization and impairment attributable to acquired surplus values, EBITA, amounted to SEK 6 (18) million, which corresponds to an EBITA margin of 4 (12) percent. Borö-Pannan accounts for the majority of the decline in earnings.

The period January – September

Net sales for the period declined by 17 percent to SEK 430 million, compared with SEK 516 million for the same period in the previous year. Organic growth, excluding companies acquired during the year, was -18 percent compared with the same period in 2023. Acquired growth amounted to 1 percent during the period. All companies reported lower net sales during the 2024 period compared with 2023.

The gross margin was stable during the period compared with the same period in the previous year.

During the period, operating profit before amortization and impairment attributable to acquired surplus values, EBITA, amounted to SEK 30 (65) million, which corresponds to an EBITA margin of 7 (13) percent. With the exception of DOFAB, all companies reported a lower EBITA in 2024 than in 2023. Cost reduction programs, particularly within direct personnel and external costs, are having an effect, but are not compensating for the reduction in sales.

Products

The Products business area offers products and solutions to companies within a number of market niches – lightweight electric vehicles, software sales, eyewear and monitoring equipment for customers within a wide range of sectors. The business area includes Ludafarm, Nordbutiker, OPO Scandinavia and SolidEngineer. For more information about the business area, see Note 4.

SEK million Q3
2024
Q3
20231
Jan–
Sep
2024
Jan–
Sep
20231
R12
2024
Full
year
20231
Net sales 86 82 259 250 315 312
Gross profit 39 35 113 110 141 136
Gross margin, % 46% 43% 44% 44% 45% 44%
Operating expenses2 -29 -29 -91 -93 -124 -124
Proportion of net sales, % 34% 35% 35% 37% 39% 40%
EBITA2 9 5 18 13 13 8
EBITA margin, % 11% 6% 7% 5% 4% 3%

1 Operations in Hedén were included in the segment

Third quarter

Net sales for the quarter increased by 5 percent to SEK 86 million, compared with SEK 82 million for the same quarter in the previous year. Opo Scandinavia experienced further strong sales growth compared with the corresponding quarter in the previous year, while the remaining companies showed stable or negative sales growth compared with Q2 2023. Hedén, whose operations have been discontinued since Q4 2023, reported net sales of SEK 1 million for Q3 2023.

The gross margin increased to 46 percent compared with 43 percent in the same period in the previous year. The gross margin was positively affected by a positive business mix, with Opo Scandinavia having a higher relative share of sales (with a higher gross margin).

During the quarter, operating profit before amortization and impairment attributable to acquired surplus values, EBITA, amounted to SEK 9 (5) million, which corresponds to an EBITA margin of 11 (6) percent. The higher gross margin and increased sales, combined with cost restraint, are driving the earnings improvement.

The period January – September

Net sales for the period increased by 4 percent to SEK 259 million, compared with SEK 250 million for the same period in the previous year. Nordbutiker increased its net sales, while the remaining companies showed stable or negative net sales growth compared with the same period in 2023. Hedén, whose operations have been discontinued since Q4 2023, reported net sales of SEK 4 million for the period in that year.

The gross margin was stable during the period compared with the same period in the previous year.

During the period, operating profit before amortization and impairment attributable to acquired surplus values, EBITA, amounted to SEK 18 (13) million, corresponding to an EBITA margin of 7 (5) percent. Increased sales and cost restraint are driving the earnings improvement.

Earnings exclude the management fee payable to the Parent Company, which is distributed between the subsidiaries based on net sales.

OTHER INFORMATION

Related party transactions

There were no transactions between Seafire and its related parties that had a material impact on the Company's position or earnings during the quarter.

Share information

At the end of the reporting period, the number of shares in the Company was 42,846,569. All shares are of the same type and afford the same voting rights. As of September 30, 2024, the largest shareholders were Creades with approx. 19% of the shares, Protector Forsikring with approx. 17%, and Movestic Livförsäkring with approx. 12%.

Since May 11, 2023, the Company's shares have been listed on Nasdaq Stockholm and are traded under the ticker 'SEAF'. Before this date, the shares had been listed on Nasdaq First North Growth Market since July 25, 2019. The smallest trading unit is one (1) share. The closing price of the share on September 30, 2024 was SEK 6.2 per share, which corresponds to a market value of approximately SEK 266 million.

About Seafire

Seafire is a company group founded in 2016 with the aim of creating growth through the acquisition of profitable companies and developing these through active and long-term ownership.

Seafire creates value by being an active owner with a decentralized operational model and independent subsidiaries. Long-term strategies are based on development of the business model, broadening of the market and service and product development, and are executed alongside new initiatives within sales and marketing. This boosts the growth and profitability of the acquired companies.

Seafire always acquires a majority of the shares in any company.

Seafire operates in two business segments: Industrial components and Products. During the period, the Group had eight subsidiaries within Industrial components and four subsidiaries operating within Products. At the end of the period, the Group had a total of 304 employees, of whom 71 were women. For more information about Seafire's subsidiaries, visit www.seafireab.com.

Financial calendar

Year-end report 2024 February 24, 2025 08.00 CET
Annual Report 2024 April 3, 2025 08.00 CEST
Interim report 1 2025 April 24, 2025 08.00 CEST
Annual General Meeting 2024 April 24, 2025 15.00 CEST
Interim report 2 2025 August 21, 2025 08.00 CEST
Interim report 3 2025 November 6, 2025 08.00 CET

Contact details

Daniel Repfennig Chief Executive Officer +46 (0)70 200 89 41 [email protected]

Seafire AB (publ) Mäster Samuelsgatan 9, 111 44 Stockholm Corporate identity number 556540-7615 www.seafireab.com

DECLARATION BY THE BOARD OF DIRECTORS

The Board of Directors and CEO hereby declare that this interim report gives a true and fair view of the Group's operations, financial position and performance, and describes the material risks and uncertainties facing the Group.

Stockholm, November 6, 2024

Anders Hillerborg Chairman of the Board

Sonny Mirborn Marcus Söderberg Stina Wollenius Board member Board member Board member

Daniel Repfennig Chief Executive Officer

AUDITOR'S REPORT

Seafire AB (Publ), reg. no. 556540-7615 This is a translation of the Swedish language original

Introduction

We have reviewed the condensed interim financial information (interim report) of Seafire AB as of 30 September 2024 and the nine-month period then ended. The Board of Directors and the Managing Director are responsible for the preparation and presentation of this interim report in accordance with IAS 34 and the Annual Accounts Act. Our responsibility is to express a conclusion on this interim report based on our review.

Scope of review

We conducted our review in accordance with International Standard on Review Engagements ISRE 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and other generally accepted auditing practices and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the interim report is not prepared, in all material respects, for the Group in accordance with IAS 34 and the Annual Accounts Act, and for the Parent Company in accordance with the Annual Accounts Act.

Signature on Swedish original Gothenburg 6 November 2024

Öhrlings PricewaterhouseCoopers AB

Fredrik Göransson Authorized Public Accountant

CONDENSED CONSOLIDATED INCOME STATEMENT

SEK million Q3
2024
2023 Q3 Jan–Sep Jan–Sep
2024
2023 2024 R12 Full year
2023
Operating income
Net sales 211 233 693 773 920 1,000
Other income 2 13 16 18 40 42
Total operating income 213 246 709 791 960 1,042
Change in work in progress -2 -16 -19 -51 -48 -80
Merchandise -115 -112 -363 -370 -463 -470
Other external expenses -30 -34 -99 -112 -133 -146
Personnel costs -47 -48 -161 -168 -226 -233
Other operating expenses -1 -1 -5 -2 -6 -3
Depreciation, amortization and impairment -13 -26 -75 -54 -118 -97
Total operating expenses -208 -237 -722 -758 -993 -1,029
Operating profit/loss 5 9 -13 33 -33 13
Finance income 2 4 5 9 8 12
Finance costs -10 -15 -26 -60 -37 -71
Profit/loss before tax -3 -2 -34 -18 -62 -46
Taxes -1 -7 -3 -5 -2 -4
Profit/loss from continuing operations -4 -9 -37 -23 -64 -50
Profit/loss from discontinued operations - - - -23 - -23
Profit/loss for the period -4 -9 -37 -46 -64 -73

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

SEK million Q3
2024
2023 2024 Q3 Jan–Sep Jan–Sep
2023
2024 R12 Full year
2023
Profit/loss for the period, continuing operations -4 -9 -37 -23 -64 -50
Profit/loss for the period, discontinued operations - - - -23 - -23
Profit/loss for the period -4 -9 -37 -46 -64 -73
Other comprehensive income
Items that may be subsequently reclassified to
profit or loss
Translation differences
-
-
-
-
-
-
-
-
-
-
Other comprehensive income after tax - - - - - -
Comprehensive income for the period -4 -9 -37 -46 -64 -73
Comprehensive income for the period
attributable to:
Parent Company shareholders -4 -9 -37 -46 -64 -73

EARNINGS PER SHARE

Q3 Q3 Jan–Sep Jan–Sep R12 Full year
SEK million 2024 2023 2024 2023 2024 2023
Basic earnings per share, SEK -0.09 -0.21 -0.86 -1.06 -1.51 -1.72
Average number of shares before dilution1 42,847 42,847 42,847 42,816 42,847 42,823
Diluted earnings per share, SEK -0.09 -0.21 -0.86 -1.06 -1.51 -1.72
Average number of shares after dilution1 43,749 43,749 43,749 43,718 43,749 43,725

1) Average number of shares in thousands.

CONDENSED CONSOLIDATED BALANCE SHEET

SEK million 30 Sep
2024
30 Sep
2023
Dec 31
2023
Non-current assets
Goodwill 623 690 658
Other intangible assets 52 69 67
Property, plant and equipment 141 143 141
Right-of-use assets 28 39 38
Financial assets 3 3 4
Total non-current assets 847 944 908
Current assets
Inventories 197 236 230
Trade receivables 106 122 92
Current tax assets 25 24 10
Other current receivables 8 17 9
Prepaid expenses and accrued income 38 41 44
Cash and cash equivalents 42 63 46
Total current assets 416 503 431
TOTAL ASSETS 1,263 1,446 1,339
Equity
Share capital 7 7 7
Other contributed capital 851 851 851
Retained earnings, including profit for the period -178 -113 -141
Total equity 680 745 717
Non-current liabilities
Deferred tax liabilities
Non-current liabilities to credit institutions
41
162
44
203
45
193
Non-current lease liabilities 14 21 19
Other non-current liabilities 71 40 28
Total non-current liabilities 288 308 285
Current liabilities
Current liabilities to credit institutions 41 41 41
Advances from customers 4 5 3
Trade payables 74 67 61
Current tax liabilities 11 16 6
Utilized bank overdraft facilities 10 10 -
Current lease liabilities 14 17 18
Other current liabilities 46 141 105
Accrued expenses and deferred income 95 97 103
Total current liabilities 295 393 337
Total liabilities 583 701 622
TOTAL EQUITY AND LIABILITIES 1,263 1,446 1,339

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

SEK million Share
capital
Other
contributed capital
Retained
earnings,
including profit
for the period
Total
equity
Opening balance, Jan 1, 2023 7 847 -68 786
Comprehensive income for the
period
- - -46 -46
Transactions with shareholders
New share issue - 5 - 5
New share issue expenses - -1 - -1
Closing balance, Sep 30, 2023 7 851 -113 745
SEK million Share
capital
Other
contributed capital
Retained
earnings,
including profit
for the period
Total
equity
Opening balance, Jan 1, 2024 7 851 -141 717
Comprehensive income for the
period
- - -37 -37
Transactions with shareholders
New share issue - - - -
New share issue expenses - - - -
Closing balance, Sep 30, 2024 7 851 -178 680

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

Q3 Jan–Sep Jan-Sep1 Full
SEK million Q3
2024
2023 2024 2023 R12
2024
year1
2023
Cash flow from operating activities
Profit/loss before tax -3 -2 -34 -41 -62 -69
of which interest received - - 1 2 3 4
of which interest paid -2 -7 -11 -49 -16 -54
Adjustment for non-cash items 18 20 79 71 108 100
Tax paid -4 -4 -18 -22 -14 -18
Cash flow from operating activities
before changes in working capital 11 14 27 8 31 12
Cash flow from changes in working capital
Change in inventories 5 1 32 15 38 21
Change in current receivables -5 12 -4 - 48 52
Change in current liabilities -10 67 -13 46 -64 -5
Cash flow from change in working capital -10 80 15 61 22 68
Cash flow from operating activities 1 94 42 69 53 80
Cash flow from investing activities
Business combinations - - - -81 - -81
Investments in property, plant and equipment -5 -3 -11 -8 -13 -9
Investments in intangible assets - -1 -1 -2 -1 -2
Divestment of financial assets - - - - - -
Cash flow from investing activities -5 -3 -12 -90 -14 -92
Cash flow from financing activities
New share issue - - - - - -
New share issue expenses - - - -1 - -1
Proceeds from borrowings - - - 250 - 250
Repayment of borrowings -10 -10 -31 -630 -42 -641
Change in bank overdraft facilities - -80 10 10 - -
Repayment of lease liabilities -4 -4 -13 -13 -18 -18
Cash flow from financing activities -14 -95 -34 -384 -60 -410
Total cash flow -18 -4 -4 -405 -21 -422
Cash and cash equivalents at start of period 60 67 46 468 63 468
Translation differences - - - - - -
Cash and cash equivalents at end of period 42 63 42 63 42 46

1) Including discontinued operations. See Note 5 for condensed statement of cash flows for divested operations.

CONDENSED PARENT COMPANY INCOME STATEMENT

SEK million Q3
2024
2023 2024 Q3 Jan–Sep Jan–Sep
2023
R12
2024
Dec 31
2023
Net sales - - - - - -
Other income 4 5 13 14 20 21
Total operating income 4 5 13 14 20 21
Other external expenses -1 -4 -7 -16 -9 -18
Personnel costs -3 -3 -8 -9 -15 -16
Depreciation and amortization - - - - - -
Total expenses -4 -7 -15 -25 -24 -34
Operating profit/loss - -2 -2 -10 -5 -13
Finance income 1 2 1 4 3 6
Finance costs -4 -23 -44 -81 -83 -120
Profit/loss before tax -3 -23 -45 -87 -85 -127
Group contributions - - - - 20 20
Income tax - - - - - -
Profit/loss for the period -3 -23 -45 -87 -65 -107

CONDENSED PARENT COMPANY BALANCE SHEET

SEK million 30 Sep
2024
30 Sep
2023
Dec 31
2023
Property, plant and equipment 1 1 1
Receivables from Group companies 963 1,047 1,019
Financial assets 23 23 23
Total non-current assets 987 1,071 1,043
Receivables from Group companies 35 204 84
Other current receivables 1 - -
Prepaid expenses and accrued income 1 1 1
Cash and cash equivalents 40 58 43
Total current assets 77 264 128
TOTAL ASSETS 1,064 1,335 1,171
Share capital 7 7 7
Other contributed capital 883 883 883
Retained earnings, including profit for the period -280 -215 -235
Total equity 610 675 655
Non-current liabilities to credit institutions 160 200 190
Other non-current liabilities - 18 7
Total non-current liabilities 160 218 197
Current liabilities to credit institutions 40 50 40
Utilized bank overdraft facilities 10 - -
Trade payables 1 1 2
Liabilities to Group companies 237 372 260
Other current liabilities 3 17 11
Accrued expenses and deferred income 3 2 6
Total current liabilities 294 442 319
Total liabilities 454 660 516
TOTAL EQUITY AND LIABILITIES 1,064 1,335 1,171

NOTES

Note 1. Accounting policies

Seafire AB (publ) applies International Financial Reporting Standards (IFRS) as adopted by the European Union. This interim report has been prepared in accordance with IAS 34 Interim Financial Reporting and applicable provisions of the Swedish Annual Accounts Act. The interim report for the Parent Company has been prepared in accordance with Chapter 9 of the Annual Accounts Act. Information in accordance with IAS 34.16A is disclosed both in the financial statements and their associated notes and elsewhere in the interim report. The accounting policies are consistent with the policies that were applied in the previous financial year. For more information on these, see Note G1 in the Group's 2023 Annual Report. The interim report should be read together with the 2023 Annual Report. Preparation of financial statements in accordance with IFRS requires Group management to make accounting judgments, estimates and assumptions that affect the application of the accounting policies and the carrying amounts of assets, liabilities, income and expenses. The actual outcome may differ from these estimates and judgments. For information on the Company's critical judgments and sources of uncertainty, see the Group's 2023 Annual Report.

Discontinued operations

On June 9, 2023, subsidiary Lingua Communications Nordic AB filed for bankruptcy following the discovery of gross embezzlement. The case is accounted for in accordance with IFRS 5, which means that the subsidiary has been excluded from the relevant individual lines in the consolidated income statement and its net income is instead reported as "Profit/loss from discontinued operations". The statement of cash flows was reported including the discontinued operations. The balance sheet as at September 30, 2024, and the income statement for the period do not contain any balances related to the subsidiary. For more information, see Note 5.

Note 2. Risks and uncertainties

For a description of the Group's material risks and uncertainties, see the detailed statement in the 2023 Annual Report. No material new or changed risks or uncertainties have been identified since the publication of the 2023 Annual Report. The Parent Company's risks are covered by the description presented for the Group. The effects of the war in Ukraine and the war between Israel and Hamas are such that the Company is unable to make reasonable advance assessments of the effects on the Company's operations and financial performance. Higher inflation and higher prices of input goods will impact demand for goods and services provided by Seafire's subsidiaries. Furthermore, higher interest rates could impact future financing costs and discount rates in connection with the valuation of assets and liabilities. In order to manage the increase in financing costs, Seafire secured long-term bank financing during Q1 2023 and significantly reduced its interest expenses. Goodwill is continually monitored for impairment as a result of the changes in macroeconomic factors. The Board of Directors assists management in the ongoing monitoring of the performance of the business in this context in order to rapidly and effectively manage any risks and situations that could arise.

Note 3. Revenue from contracts with customers

Net sales by geographical area Q3 Q3 Jan–Sep Jan–Sep R12 Full year
SEK million 2024 2023 2024 2023 2024 2023
Sweden 151 174 499 561 677 739
Nordic region (excl. Sweden) 39 39 116 123 138 145
Europe (excl. Nordic region and Sweden) 20 18 77 84 102 109
World (excl. Europe, Nordic region and
Sweden)
1 1 1 6 2 7
Total net sales 211 233 693 773 920 1,000
Amounts recognized as revenue Q3 Q3 Jan–Sep Jan–Sep R12 Full year

SEK million 2024 2023 2024 2023 2024 2023 Revenue from service contracts (revenue over time) 12 14 38 43 52 57 Revenue recognized at a point in time 199 219 655 730 868 943 Total 211 233 693 773 920 1,000

.

Note 4. Segment reporting

Seafire's operations are divided into two segments: Industrial components and Products. Group management has adopted these segments based on the information considered by the chief operating decision-maker, i.e. the CEO. The operations are divided on the basis of a sales and product content perspective. During the reporting period, no customer accounted for more than ten (10) percent of the Group's net sales.

The Industrial components segment comprises Bara Mineraler, Borö-Pannan, DOFAB, Färg-In, Kenpo Sandwich, Pexymek, Thor Ahlgren and Åkerstedts Verkstad. The Products segment comprises Ludafarm, Nordbutiker, OPO and SolidEngineer. For more information about these subsidiaries, visit www.seafireab.com. In addition to the business segments, the tables also include central costs and Group-wide adjustments. Group adjustments are the Group's IFRS-related accounting adjustments, e.g. attributable to leases or goodwill impairment. Central costs refers to the holding company with Group-wide costs (financing costs, insurance costs, etc.). Liabilities and goodwill are not included in segment reporting.

Indus
compo
Prod ucts Centra costs Gro
adjusti
Gro up
SEK million Q3
2024
Q3
2023
Q3
2024
Q3
2023
Q3
2024
Q3
2023
Q3
2024
Q3
2023
Q3
2024
Q3
2023
Net sales 124 148 86 82 - - 1 2 211 233
Other income 2 3 - 1 - - - 10 2 13
Total income 126 151 86 83 - - 1 12 213 246
Gross profit 53 68 39 35 - - 1 1 93 104
Gross margin 43% 46% 46% 43% - - - - 44% 46%
Operating -44 -47 -29 -29 -4 -6 - - -77 -82
% of net sales 35% 32% 34% 35% - - - - 36% 35%
EBITA 6 18 9 5 -4 -6 - 11 11 27
EBITA margin 4% 12% 11% 6% - - - - 5% 12%
Amortization and ir mpairment of intangi ble asset s -6 -18
Operating profit (EBIT) 5 9
Net financial items -8 -11
Profit/loss before tax -3 -2
Tax on profit -1 -7
Profit/loss for the period, continuing operations -4 -9
strial
onents
Pro ducts Centra al costs oup
tments
Gr oup
SEK million Jan–Sep
2024
Jan-Sep
2023
an–Sep
2024
an–Sep
2023
an–Sep
2024
an–Sep
2023
an–Sep
2024
an-Sep
2023
an–Sep
2024
lan–Sep
2023
Net sales 430 516 259 250 - - 4 7 693 773
Other income 6 6 2 2 - - 8 10 16 18
Total income 436 522 261 252 - - 12 17 709 791
Gross profit 196 238 113 110 - - 2 3 311 352
Gross margin 46% 46% 44% 44% - - - - 45% 46%
Operating -155 -162 -91 -93 -15 -25 - - -260 -280
% of net sales 36% 31% 35% 37% - - - - 38% 36%
EBITA 30 65 18 13 -15 -26 8 13 41 65
EBITA margin 7% 13% 7% 5% - - - - 6% 8%
Amortization and in mpairmen t of intang jible asse ts -54 -32
Operating profit (EBIT) -13 33
Net financial items -21 -51
Profit/loss before tax -34 -18
Tax on profit -3 -5
Profit/loss for the period, continuin g operat ions -37 -23

Note 5. Discontinued operations

On June 9, 2023, subsidiary Lingua Communications Nordic AB filed for bankruptcy following the discovery of gross embezzlement. As the subsidiary operated as an independent business segment within the Group and Seafire has decided to discontinue its involvement in the translation industry in connection with the bankruptcy, it has been decided to account for the subsidiary as a discontinued operation in accordance with IFRS 5. This approach means that the subsidiary has been excluded from the individual lines in the consolidated income statement and its net income is instead recognized under "Profit/loss from discontinued operations". The consolidated statement of cash flows includes a comprehensive statement of cash flows, including the discontinued operation. There are no balances relating to the subsidiary in the balance sheets of the Group after the bankruptcy application.

The Group effects that arose as a result of the discontinuation are presented below. Profit and loss and cash flow information for the discontinued operation relates to the period up to and including the discontinuation date.

Profit/loss attributable to discontinued
operations
SEK million
Q3
2024
2023 Q3 Jan–Sep Jan–Sep
2024
2023 2024 R12 Full year
2023
Net sales - - - 17 - 17
Operating expenses - - - -17 - -17
Embezzlement costs - - - -25 - -25
EBITDA - - - -25 - -25
Depreciation and amortization - - - - - -
EBITA - - - -25 - -25
Impairment - - - - - -
EBIT - - - -25 - -25
Appropriations - - - - - -
Profit/loss before tax - - - -25 - -25
Income tax - - - - - -
Group effect
-of which goodwill impairment - - - -19 - -19
-of which reversal of contingent consideration
recognized as a liability
- - - 3 - 3
of which result from bankruptcy - - - 18 - 18
Profit/loss attributable to discontinued
operations
- - - -23 - -23

Balance sheet on bankruptcy application, June 2023, SEK million

Property, plant and equipment -
Current operating assets 6
Total assets 6
Current operating liabilities 25
Total liabilities 25
Net liabilities 19
Cash flow from discontinued operations Jan– Jan– Full
Q3 Q3 Sep Sep R12 year
SEK million 2024 2023 2024 2023 2024 2023
From operating activities - - - 2 - 2
From investing activities - - - - - -
From financing activities - - - 1 - 1
Total cash flow - - - 3 - 3

Note 6. Fair value of financial instruments

Classification according to valuation hierarchy
------------------------------------------------- -- -- --
1 2 3
SEK million Sep 30
2024
30 Sep
2023
30 Sep
2024
30 Sep
2023
30 Sep
2024
30 Sep
2023
30 Sep
2024
Sep 30
2023
Assets
Currency derivatives
- 2 - - - 2 - -
Liabilities
Currency derivatives
Contingent consideration
1
-
-
29
-
-
-
-
1
-
-
-
-
-
-
29

Financial liabilities at fair value by valuation hierarchy level

The fair value and carrying amount are recognized in the balance sheet in accordance with the table above. For listed securities, the fair value is determined based on the asset's quoted price in an active market, level 1. The fair value of foreign exchange contracts and embedded derivatives is determined based on observable market inputs, level 2. For contingent consideration, a cash flow-based measurement is carried out which is not based on observable market inputs, level 3.

Note 7. Contingent consideration

Contingent consideration is variable, based on the companies' earnings growth, and is determined based on future earnings growth for each company, based on management's best assessment and forecasts. Contingent consideration is recognized at fair value. Reversed contingent consideration is recognized on the line Other income, and contingent consideration remeasurement due to changed discounting is recognized on the line Finance costs.

Jan–Sep Jan–Sep Jan–Dec
SEK million 2024 2023 2023
Opening balance 12 30 30
Acquisitions during the year - 24 21
Reversed in income statement -7 -13 -28
Consideration paid -5 -18 -18
Interest expenses - 6 7
Closing balance - 29 12

Note 8. Alternative performance measures

In this interim report Seafire presents certain financial measures that are not defined under IFRS. These are referred to as alternative performance measures. The Company believes that these APMs provide valuable additional information for stakeholders and investors, as they offer a different perspective on financial performance and financial position.

The table below contains definitions of Seafire's performance measures. The calculation is shown separately below.

Non-IFRS measures Description Purpose
Organic growth, % Increase in net sales in the period
adjusted for acquisitions and
divestments/Net sales in the
comparative period.
This performance measure is used in
connection with analyses of underlying growth
in revenue driven by comparable entities
between different periods.
Acquired growth, % Increase in net sales from
acquisitions in the period/Net sales
in the comparative period.
This performance measure is used to monitor
the proportion of the increase in the
Company's sales that is generated through
acquisitions.
Gross profit Net sales less cost of
goods/services sold.
Gross profit is used to analyze the
manufacturing and sales process and cost
efficiency.

Gross margin Gross profit expressed as a
percentage of net sales in the
period.
The gross margin is used to monitor the gross
contribution after direct expenses for goods
and services.
Operating expenses Personnel costs and other external
expenses
Used to summarize indirect cost base
development relative to net sales.
EBITDA Operating profit before depreciation,
amortization and impairment.
EBITDA is a measure that is used to monitor
operational performance and facilitates
comparisons of profitability between different
companies and sectors.
Adjusted EBITDA Operating profit before depreciation,
amortization and impairment after
the elimination of items affecting
comparability.
Items affecting comparability are adjusted to
facilitate a fair comparison between two
comparable time periods and to show the
underlying trend in operational performance
excluding non-recurring items.
Adjusted EBITDA
pro forma R12
Operating profit before depreciation,
amortization and impairment after
the elimination of items affecting
comparability for the previous 12
months, including the outcome of
completed acquisitions
This performance measure is determined in
relation to net debt in order to monitor
developments in the Company's level of
indebtedness.
EBITA Operating profit before amortization
and impairment attributable to
acquired surplus values.
Together with EBITDA, EBITA provides a
picture
of the profit that is generated by operating
activities.
Adjusted EBITA Adjusted operating profit before
amortization and impairment of
intangible assets and acquired
surplus values, after the elimination
of items affecting comparability.
Items affecting comparability are adjusted to
facilitate a fair comparison between two
comparable time periods and to show the
underlying trend in operational performance
excluding non-recurring items.
Adjusted EBITA
margin
EBITA expressed as a percentage
of net sales during the period.
The EBITA margin is used to monitor the
profitability of the business.
Items affecting
comparability
Transaction-related costs,
restructuring costs, purchase
consideration remeasurement,
capital gains on the sale of
businesses and non-current assets,
as well as other income and
expenses
considered to be non-recurring in
nature.
Items affecting comparability represent
income and expenses that are not attributable
to the underlying performance of
activities.
Net debt Interest-bearing liabilities less
interest-bearing receivables less
cash and cash equivalents.
This performance measure is an indicator of
the Company's level of indebtedness and is
used by the Company to assess the scope to
fulfill financial obligations.
Organic growth Increase in net sales in the period
adjusted for acquisitions and
divestments divided by net sales in
the comparative period.
This performance measure is used in
connection with analyses of underlying growth
in revenue driven by comparable entities
between different periods.
Pro forma Outcome for the period adjusted to
include the outcome of acquisitions
for the previous 12 months.
Used to facilitate comparisons between full
year periods by adjusting for the full-year
effect of completed acquisitions.

Calculations of the alternative performance measures are presented in the tables shown below.

Calculation of organic growth

Q3 Q3 Jan–Sep Jan–Sep R12 Full year
Percentage points 2024 2023 2024 2023 2024 2023
Organic growth -9% -5% -11% -4% -12% -5%
Acquired growth - 13% 1% 25% -2% 22%
Recognized growth -9% 8% -10% 21% -14% 17%
Q3 Q3 Jan–Sep Jan–Sep R12 Full year
SEK million 2024 2023 2024 2023 2024 2023
Net sales, base 233 215 773 640 984 851
Net sales, income growth -22 -10 -89 -25 -106 -42

EBITA and adjusted EBITA

Q3 Q3 Jan–Sep Jan–Sep R12 Full year
SEK million 2024 2023 2024 2023 2024 2023
EBIT 5 9 -13 33 -33 13
Reversal of amortization and
impairment attributable to 6 19 54 32 90 68
acquired surplus values
EBITA 11 27 41 65 57 81
Items affecting comparability 1 -8 -6 5 -20 -9
Adjusted EBITA 12 19 35 71 36 72

EBITDA and adjusted EBITDA

Q3 Q3 Jan–Sep Jan–Sep R12 Full year
SEK million 2024 2023 2024 2023 2024 2023
EBIT 5 9 -13 33 -33 13
Reversal of depreciation, amortization and
impairment of
property, plant and equipment and intangible 13 26 75 54 118 97
assets
EBITDA 18 35 62 86 86 110
Items affecting comparability 1 -8 -6 5 -20 -9
Adjusted EBITDA 19 27 56 91 66 101

Items affecting comparability

Q3 Q3 Jan–Sep Jan–Sep R12 Full year
SEK million 2024 2023 2024 2023 2024 2023
Transaction costs - -2 - -7 - -7
Costs for change of listing - - - -8 - -8
Contingent consideration remeasurement - 10 7 10 25 28
Restructuring costs -1 - -1 - -5 -4
Items affecting comparability -1 8 6 -5 20 9

Adjusted EBITDA pro forma R12

Q3 Q3 Jan–Sep Jan–Sep R12 Full year
SEK million 2024 2023 2024 2023 2024 2023
EBITDA R12 86 114 86 114 86 110
Items affecting comparability -20 -9 -20 -9 -20 -9
Adjusted EBITDA R12 66 105 66 105 66 101
Acquired companies - 8 - 8 - 3
Adjusted EBITDA pro forma R12 66 113 66 113 66 104

Net debt, Net debt/Adjusted EBITDA pro forma R12

SEK million Q3
2024
2023 2024 Q3 Jan–Sep Jan–Sep
2023
2024 R12 Full year
2023
Interest-bearing liabilities 213 254 213 254 213 234
Lease liabilities 28 38 28 38 28 37
Contingent consideration due within 12 months - 10 - 10 - 5
Less: cash and cash equivalents -42 -63 -42 -63 -42 -46
Net debt 199 239 199 239 199 230
Adjusted EBITDA R12 66 113 66 113 66 104
Net debt/Adjusted EBITDA pro forma R12,
times
3.0 2.1 3.0 2.1 3.0 2.2

Adjusted net debt including deferral from the Swedish Tax Agency and all contingent consideration, adjusted net debt/adjusted EBITDA pro forma R12

Q3 Q3 Jan–Sep Jan–Sep R12 Full year
SEK million 2024 2023 2024 2023 2024 2023
Net debt 199 239 199 239 199 230
Outstanding deferral from the Swedish Tax
Agency and contingent consideration due for
payment after 12 months
87 121 87 121 87 99
Adjusted net debt 286 360 286 360 286 329
Adjusted EBITDA R12 66 113 66 113 66 104
Adjusted net debt/Adjusted EBITDA pro
forma R12, times
4.3 3.2 4.3 3.2 4.3 3.2

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