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Solar — Interim / Quarterly Report 2016
Oct 28, 2016
3414_rns_2016-10-28_865a626c-ffbc-4d51-84c2-33bd39910f66.pdf
Interim / Quarterly Report
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Nasdaq Copenhagen A/S
GlobeNewswire
https://cns.omxgroup.com
sonar
Announcement no. 42 2016
Contacts:
CEO Anders Wilhjelm – tel. +45 79 30 02 01
CFO Michael H. Jeppesen – tel. +45 79 30 02 62
Director, Stakeholder Relations Charlotte Risskov Kræfting – tel. +45 40 34 29 08
Solar A/S
Executive Board
Industrivej Vest 43
DK - 6600 Vejen
Denmark
Tel. +45 79 30 00 00
www.solar.eu
Ref. AW/crk
CVR no. 15908416
28 October 2016
Quarterly Report Q3 2016
We adjust our outlook for 2016 revenue from around DKK 10.9bn to around DKK 11bn and reconfirm our outlook for 2016 EBITA, although Q3 EBITA was slightly below our expectations.
CEO Anders Wilhjelm says:
"Costs from innovation and business development impacted our Q3 results and we also saw some non-recurring costs. However, we are determined to invest in our digital platforms to strengthen the customer experience, just as we are investing in growth in our new businesses MAG45 and EBS. We believe in networked development, and an outcome of this belief is our recent investment in two digital start-ups, GenieBelt and Minuba."
| Financial highlights (DKK million)* | Q3 2016 | Q3 2015 | Q1-Q3 2016 | Q1-Q3 2015 |
|---|---|---|---|---|
| Revenue | 2,595 | 2,449 | 8,062 | 7,768 |
| EBITA | 67 | 89 | 176 | 197 |
| Earnings before tax | 44 | 65 | 109 | 135 |
| Cash flow from operating activities | -7 | -68 | -218 | -193 |
| Financial ratios (%) | ||||
| Organic growth adj. for number of working days | 3.1 | 3.8 | 0.9 | 6.6 |
| EBITA margin | 2.6 | 3.6 | 2.2 | 2.5 |
| Net working capital, period-end/revenue (LTM) | 12.2 | 13.3 | 12.2 | 13.3 |
| Net working capital, average/revenue (LTM)** | 10.9 | 12.2 | 10.9 | 12.2 |
| Gearing (NIBD/EBITDA), no. of times | 1.4 | 1.0 | 1.4 | 1.0 |
| Return on invested capital (ROIC) | 7.5 | 2.0 | 7.5 | 2.0 |
| * Due to our divestment of the assets of Solar Deutschland GmbH, 2015 and 2016 figures in this announcement relate to our continuing operations. ** Calculated as an average of the past four quarters' inventories, trade receivables and trade payables. |
Page 2 of 2
Q3 2016 revenue
- Organic growth was 3.1% against 3.8% in Q3 2015, adjusted for the number of working days.
Q3 2016 EBITA
- Q3 EBITA was slightly below our expectations.
- Compared to Q3 2015, the increase in both external operating costs and staff costs was mainly related to the acquisitions of MAG45 and EBS, innovation and development, as well as non-recurring costs.
- In addition, MAG45's strategy of identifying growth opportunities was brought forward, which means that costs relating to recruitment and restructuring were also brought forward.
2016 outlook
- In Q3 2016, organic growth amounted to 3.1% with a better performance in the last part of the quarter. However, sales mix in Denmark was somewhat unfavourable from a margin perspective. This trend is expected to continue into Q4.
- Consequently, we now expect both modest market growth and organic revenue growth in 2016, giving us a revenue outlook of around DKK 11bn whereas we previously expected revenue of around DKK 10.9bn.
- We reconfirm our outlook for EBITA, expecting EBITA to remain at 2015 levels less the positive one-off of DKK 9m from a change in pension plans in the Netherlands that we saw in 2015, giving us an EBITA outlook of around DKK 287m.
- As previously announced, we are investing in our digital platforms to strengthen the customer experience, and we are investing in growth in our new businesses MAG45 and EBS. Together, this will have a negative impact on our profitability for 2016.
Audio webcast and teleconference today
The presentation of Quarterly Report Q3 2016 will be made in English on 28 October 2016 at 11:00 CET. The presentation will be transmitted as an audio webcast and accessible via
www.solar.eu. Participation will be possible via a teleconference.
Teleconference call-in numbers:
DK: tel. +45 354 455 83
UK: tel. +44 203 194 0544
US: tel. +1 855 269 2604
Yours faithfully
Solar A/S
Anders Wilhjelm
Enclosure: Quarterly Report Q3 2016, pages 1-28.
Facts about Solar
Solar Group is a leading European sourcing and services company, operating primarily within the electrical, heating and plumbing, and ventilation technology sectors. Our core business centres on product sourcing, value-adding services and optimisation of our customers' businesses.
Being a sourcing and services company, we focus on each individual customer. We always strive to understand our customers' unique and genuine needs in order to provide relevant, personal and value-adding services, turning our customers into winners.
Solar Group is headquartered in Denmark, generated revenue of approximately DKK 10.6bn in 2015 and has some 3,000 employees. Solar has been listed on Nasdaq Copenhagen since 1953, and operates under the short designation SOLAR B. For more information, please visit www.solar.eu.
Disclaimer
This announcement was published in English and Danish today via Nasdaq Copenhagen. In the event of any inconsistency between the two versions, the English version shall prevail.

CVR NO.: 15 90 84 16
SOLAR A/S QUARTERLY REPORT Q3 2016
solar
stronger together
SOLAR QUARTERLY REPORT Q3 2016 Contents
MANAGEMENT'S REVIEW
FINANCIAL STATEMENTS
CONTENTS
CONTENTS
Management's review
03 Financial highlights
04 Segments
05 Financial review
08 Outlook 2016
09 Strategy
11 Shareholder information
Financial statements
13 Statement of comprehensive income
14 Balance sheet
15 Cash flow statement
16 Statement of changes in equity
17 Notes
24 Quarterly figures
27 Statement by the Executive Board and the Board of Directors
SOLAR QUARTERLY REPORT Q3 2016
Financial highlights
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MANAGEMENT'S REVIEW
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FINANCIAL STATEMENTS
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CONTENTS
FINANCIAL HIGHLIGHTS
| Consolidated (DKK million) | Q3 | Q1-Q3 | Year | ||
|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | 2015 | |
| Revenue | 2,595 | 2,449 | 8,062 | 7,768 | 10,587 |
| Earnings before interest, tax, depreciation and amortisation (EBITDA) | 74 | 104 | 213 | 245 | 362 |
| Earnings before interest, tax and amortisation (EBITA) | 67 | 89 | 176 | 197 | 296 |
| Earnings before interest and tax (EBIT) | 53 | 77 | 135 | 162 | 249 |
| Earnings before tax (EBT) | 44 | 65 | 109 | 135 | 201 |
| Net profit for the period | 29 | 48 | 77 | 133 | 167 |
| Balance sheet total | 4,571 | 4,482 | 4,571 | 4,482 | 4,671 |
| Equity | 1,631 | 1,812 | 1,631 | 1,812 | 1,831 |
| Interest-bearing liabilities, net | 476 | 294 | 476 | 294 | -184 |
| Cash flow from operating activities, continuing operations | -7 | -68 | -218 | -193 | 331 |
| Net investments in property, plant and equipment | -4 | -7 | 19 | -16 | -25 |
Employees
| Average number of employees (FTEs), continuing operations | 3,051 | 2,840 | 3,014 | 2,874 | 2,871 |
|---|---|---|---|---|---|
Overall, financial ratios are calculated in accordance with the Danish Finance Society's "Recommendations & Financial Ratios 2015".
In general, restatements have been made of income statements, cash flow and key ratios for the discontinued operations in Solar Deutschland GmbH for 2014. In accordance with IFRS, the balance sheet has not been restated. No adjustments have been made for acquired enterprises.
| Financial ratios (% unless otherwise stated) | Q3 | Q1-Q3 | Year | ||
|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | 2015 | |
| Organic growth adjusted for number of working days | 3.1 | 3.8 | 0.9 | 6.6 | 5.2 |
| Gross profit | 20.8 | 20.8 | 20.8 | 20.9 | 20.8 |
| EBITDA margin | 2.9 | 4.2 | 2.6 | 3.2 | 3.4 |
| EBITA margin | 2.6 | 3.6 | 2.2 | 2.5 | 2.8 |
| Net working capital (end of period NWC)/revenue (LTM) | 12.2 | 13.3 | 12.2 | 13.3 | 9.3 |
| Gearing (net interest-bearing liabilities/EBITDA), no. of times | 1.4 | 1.0 | 1.4 | 1.0 | -0.5 |
| Return on equity (ROE) | 6.6 | -5.0 | 6.4 | -5.1 | 9.4 |
| Return on invested capital (ROIC) | 7.5 | 2.0 | 7.5 | 2.0 | 8.5 |
| Equity ratio | 35.7 | 40.4 | 35.7 | 40.4 | 39.2 |
Share ratios (DKK unless otherwise stated)
| Earnings per share outstanding (EPS) | 3.84 | 6.11 | 10.04 | 16.93 | 21.26 |
|---|---|---|---|---|---|
SOLAR QUARTERLY REPORT Q3 2016
Segments
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MANAGEMENT'S REVIEW
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SEGMENTS
TRENDS IN Q3 - INSTALLATION AND INDUSTRY
In Q3 2016, organic growth amounted to 3.1%* with an improved performance in the last part of the quarter.
TRENDS IN THE INSTALLATION SECTOR IN Q3
Low construction activity continued to characterise a number of our markets in Q3, which had an overall dampening effect on the results for the Installation sector. Solar's overall organic growth for Installation amounted to around 3.5%*. We saw growth in Denmark, Norway and in Sweden, whereas downward trends continue in Solar Nederland and Solar Poland in particular.
Solar Nederland continued to focus on improving profitability. Consequently, sales of some products were reduced and some customers were deselected. This led to lower revenue also in Q3. Adjusting for this impact, growth would have been around zero in Solar Nederland.
Sweden succeeded in delivering healthy growth in the other regions despite the underperformance in one region in particular.
TRENDS IN THE INDUSTRY SECTOR IN Q3
We saw moderate industrial activity in our markets, resulting in minor sales growth in Q3. In particular, the North Sea offshore industry and related industries are still experiencing the effects of the price decreases in the energy market. However, we only saw a minor decrease in growth compared to last year as the impact of the slowdown within the offshore industry was already significant in Q3 2015.
Solar's overall organic growth in the Industry sector amounted to around 1.0%*.

- Organic growth adjusted for the number of working days.
SOLAR QUARTERLY REPORT Q3 2016
Financial review
MANAGEMENT'S REVIEW
FINANCIAL STATEMENTS
CONTENTS
FINANCIAL REVIEW
OUR FOCUS ON BUSINESS DEVELOPMENT IMPACTED Q3 RESULTS
Costs from innovation and business development have impacted Q3's results, and we also saw some non-recurring costs. In addition, the sales mix in Denmark was somewhat unfavourable from a margin perspective.
Solar posted organic growth of 3.1% in Q3 and 0.9% in Q1-Q3 adjusted for the number of working days. EBITA totalled DKK 67m in Q3 2016, down from DKK 89m in Q3 2015. For Q1-Q3, EBITA amounted to DKK 176m, down from DKK 197m in Q1-Q3 2015. Our continued focus on net working capital paid off. It amounted to 12.2% of revenue on 30 September, down from 13.3% at the end of Q3 2015.
EBITA was slightly below our expectations for Q1-Q3.
As stated in company announcement no. 6 2015, Solar finalised the sale of the assets of Solar Deutschland in Q1 2015, and the resulting DKK 50m profit is recognised under profit from discontinued operations.
Following the divestment, Solar Deutschland is presented as discontinued operations, similar to its treatment in the 2015 Annual Report. Unless stated otherwise, only Solar's continuing operations are recognised.
Q3 2016
REVENUE
Revenue totalled DKK 2,595m, up from DKK 2,449m in Q3 2015. Organic growth was 3.1% against 3.8% in Q3 2015, adjusted for the number of working days.
EBITA
EBITA amounted to DKK 67m, corresponding to 2.6% of revenue, compared to DKK 89m or 3.6% of revenue in Q3 2015. In Q3, the gross profit margin was unchanged at 20.8%.
Compared to Q3 2015, the increase in both external operating costs and staff costs was mainly related to the acquisitions of MAG45 and EBS, innovation and development, as well as non-recurring costs. In addition, MAG45's strategy of identifying growth opportunities was brought forward, which means that costs relating to recruitment and restructuring were also brought forward.

Organic growth in % (adjusted for number of working days)

EBITA margin in %
SOLAR QUARTERLY REPORT Q3 2016
Financial review
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In Q3, a property in Belgium was sold with the proceeds from the sale having a positive impact on write-down and depreciation on property, plant and equipment of DKK 6m.
Loss on trade receivables made up 0.2% of revenue in Q3 2016 down from 0.3% in Q3 2015.
Q3 EBITA was slightly below our expectations.
NET PROFIT FOR THE PERIOD
The results of continuing operations ended at DKK 29m, down from DKK 45m in Q3 2015.
Q1-Q3 2016
REVENUE
Revenue totalled DKK 8,062m, up from DKK 7,768m in Q1-Q3 2015. Actual organic growth fell to 0.9% from 6.6% in Q1-Q3 2015 adjusted for the number of working days.
EBITA
EBITA was down to 2.2% of revenue or DKK 176m in Q1-Q3 2016 compared to 2.5% of revenue or DKK 197m in Q1-Q3 2015. Gross profit margin was down to 20.8% from 20.9% in Q1-Q3 2015.
Compared to Q1-Q3 2015, the increase in both external operating costs and staff costs was mainly related to the acquisitions of MAG45 and EBS, innovation and development as well as non-recurring costs. In addition, MAG45's strategy of identifying growth opportunities was brought forward, which means that costs relating to recruitment and restructuring were also brought forward.
Loss on trade receivables made up 0.1% of revenue, down from 0.3% in Q1-Q3 2015.
Write-down and depreciation on property, plant and equipment fell to DKK 37m in Q1-Q3 2016, from DKK 48m in Q1-Q3 2015. As mentioned in the 2015 Annual Report, Solar sold a property in Denmark with completion on 1 February 2016. In Q1-Q3, we also sold three small properties in the Netherlands and a property in Belgium, while a property in Sweden was written down to fair value. The net impact of the sales proceeds and subsequent write-down to fair value was DKK 6m. The write-down of the Swedish property relates to a project recently launched that aims to merge our Swedish warehouse activities, thereby making our warehouse in Alvesta surplus to requirements. Our ultimate goal with this project is to deliver operational excellence in Solar Sverige's supply chain.
Part of Aurora Group's 2013 selling price was variable. Consequently, an adjustment of DKK 2m was made for this in Q1-Q3 2015. This amount is included under other operating income and costs.
Q1-Q3 EBITA was slightly below our expectations, but predominantly related to costs from innovation and development and non-recurring costs.
FINANCIALS
Net financials totalled DKK 26m against DKK 27m in Q1-Q3 2015. A now concluded tax matter had a positive impact of DKK 4m on financial income. Furthermore, in connection with the repayment of a loan, the value adjustment of a hedging instrument of DKK -2m was reclassified from other comprehensive income to financial expenses in Q2 2016.
In connection with the sale of a property in Denmark in 2016, the value adjustment of hedging instruments of
DKK -10m was reclassified from other comprehensive income to financial expenses in 2015.
NET PROFIT FOR THE PERIOD
The results of continuing operations ended at DKK 77m, down from DKK 97m in Q1-Q3 2015. The results of discontinued operations amounted to DKK 36m in Q1-Q3 2015, with the DKK 50m profit from the divestment of the total assets of Solar Deutschland included in this figure.
Net profit for the period totalled DKK 77m, down from DKK 133m in Q1-Q3 2015.
CASH FLOWS
We retain our focus on improving net working capital, which fell to 10.9% of revenue from 12.2% in Q3 2015 calculated as an average of the last four quarters. Net working capital on 30 September was 12.2% of revenue, down from 13.3% at the end of Q3 in 2015.
Cash flow from operating activities amounted to DKK -218m against DKK -193m in Q1-Q3 2015. In Q1-Q3 2016, changes to receivables reduced cash flow from operating activities by DKK -299m. Normal seasonal fluctuations resulted in negative changes to receivables.
Cash flow from investing activities saw a DKK 110m negative impact from the acquisitions of MAG45 and EBS, and the investments in GenieBelt and Minuba but positive impacts from the sale of properties. Purchase of intangible assets was up by DKK 27m to DKK 53m due to our focus on enhancing the customer experience through digital improvements. In Q1-Q3 2015, Solar received the final portion of the fixed transfer price from the divestment of Aurora Group in 2013, which had a DKK 37m positive impact on cash flow from investing activities. Overall, cash flow from investing activities totalled
SOLAR QUARTERLY REPORT Q3 2016
Financial review
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DKK -144m, against DKK -5m in Q1-Q3 2015.
Cash flow from financing activities saw a DKK -197m impact from Solar's share buy-back programmes, which were completed on 30 June and 30 August 2016, respectively. The repayment of a loan in connection with the sale of property in Denmark and repayment of a loan in Norway impacted by DKK -25m and DKK -40m, respectively. Furthermore, distribution of dividend amounted to DKK 77m, up from DKK 55m in Q1-Q3 2015. The total dividend distribution in Q1-Q3 2016 was adjusted for the dividends from treasury shares bought under the share buy-back programme in H1 2016, causing it to differ from the proposed dividends included in the Annual Report 2015. Thus, total cash flow from financing activities, including DKK 37m in ordinary loan repayments, came to DKK -376m against DKK -95m in Q1-Q3 2015.
As Solar divested its assets in Solar Deutschland in Q1 2015, the company also settled its trade payables. Thus, cash flow from operating activities for discontinued operations came to DKK -50m in Q1-Q3 2015. The total divestment consideration is recognised under cash flow from investing activities from discontinued operations, which totalled DKK 345m in Q1-Q3 2015.
Consequently, total cash flow in Q1-Q3 2016 amounted to DKK -738m against DKK 2m in Q1-Q3 2015.
Compared to Q1-Q3 2015, net interest-bearing liabilities increased by DKK 182m to DKK 476m, mainly due to the structured share buy-back programme of DKK 150m completed in August 2016. Gearing was up at 1.4 times EBITDA from 1.0 in Q1-Q3 2015. Our objective for gearing is 1.5-2.5 times EBITDA.
The composition of long-term and short-term interest-bearing liabilities changed in Q1-Q3 2016 as two loans fall due on 31 March 2017, one of which was settled in Q2 2016.
As at 30 September 2016, Solar had undrawn credit facilities of DKK 636m. Solar's agreement with its main banker is not subject to any covenants.
We aim to deliver long-term return on invested capital (ROIC) of more than 10%. As at 30 September 2016 ROIC was up to 7.5% from 2.0% at 30 September 2015.
REMUNERATION OF EXECUTIVE BOARD AND MANAGEMENT TEAM
In March 2016, Solar's Executive Board and management team were granted 28,398 additional share options to be exercised 10 banking days after the publication of the annual reports in 2019 or 2020. In addition, 27,026 and 14,239 share options were exercised from 2012 and 2013, respectively. For more information, please see company announcements nos. 14 and 15 of 9 March 2016 and this report's note on share option plans.
The share option plan is in line with Solar's general guidelines for incentive programmes. These guidelines are available from Solar's website under www.solar.eu/menu/investor/downloads/policies.
KEY RISKS
Solar's Annual Report 2015 details the commercial and financial risks related to our activities. The key risks continue to be that Solar, like other international companies, is affected by both global trends and local conditions in the markets where we operate.

Return on invested capital (ROIC) in %

Gearing, no. of times (interest-bearing liabilities, net / EBITA)
SOLAR QUARTERLY REPORT Q3 2016
Outlook 2016
MANAGEMENT'S REVIEW
FINANCIAL STATEMENTS
CONTENTS
OUTLOOK 2016
WE RECONFIRM EBITA BUT ADJUST 2016 REVENUE SLIGHTLY UPWARDS
OUTLOOK FOR SOLAR'S BUSINESS AREAS
We do not see any major changes to the market conditions compared to those mentioned in the quarterly report for Q2 2016.
INSTALLATION
In the Danish market, our expectations are in line with market forecasts for minor improvements compared to 2015.
We continue to expect growth in the Swedish market but at a lower level than in 2015.
In Norway, there is a slight risk of negative spill over from the slowdown in offshore activities, but we still expect the installation segment to generate growth.
Market indicators in the Dutch market remain mixed. The number of available commercial leases remains high. Nevertheless, we have seen a slight increase in planning permission for commercial buildings. Planning permission for private housing has increased slightly compared with the previous quarter, but is still somewhat below last year. Overall, our outlook remains for modest market growth.
We saw an unexpected drop in the Polish market in Q2, which continued in Q3.
We now expect the Polish market to see negative growth for the remaining part of 2016.
The general outlook for our remaining markets is for modest market growth.
INDUSTRY
We expect moderate growth for Industry excluding the offshore segment and related industries.
We maintain our outlook for a slightly positive trend in the Danish market, excluding offshore. The Swedish market should also see growth.
Norwegian market trends remain unclear. Uncertainty particularly relates to the low investment levels within offshore and marine, which we expect to continue throughout 2016.
The overall outlook for our remaining markets is low growth.
FINANCIAL OUTLOOK
In Q3 2016, organic growth adjusted for number of working days amounted to 3.1% with a better performance in the last part of the quarter. However, sales mix in Denmark was somewhat unfavourable from a margin perspective. This trend is expected to continue into Q4.
Consequently, we now expect both modest market growth and organic revenue growth in 2016, giving us a revenue outlook of around DKK 11bn whereas we previously expected revenue of around DKK 10.9bn. We reconfirm our outlook for EBITA, expecting EBITA to remain at 2015 levels less the positive one-off of DKK 9m from a change in pension plans in the Netherlands that we saw in 2015, giving us an EBITA outlook of around DKK 287m.
As previously announced, we are investing in our digital platforms to strengthen the customer experience, and we are investing in growth in our new businesses MAG45 and EBS. Together, this will have a negative impact on our profitability for 2016.
SOLAR QUARTERLY REPORT Q3 2016
Strategy
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MANAGEMENT'S REVIEW
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STRATEGY
WE BELIEVE IN NETWORKED DEVELOPMENT
The speed of change in the market is continuously increasing. At the same time, market uncertainty remains. Such a market environment requires a flexible approach to business innovation and development. The traditional approach of doing business innovation and development based on mostly internal resources, is not an approach we believe is sufficient for us.
We believe in networked development. This implies that own innovation and development, combined with other companies' good ideas and their ability to quickly address market opportunities, can create more for less, and faster.
An outcome of our belief in networked development was our recent investment in two digital start-ups, GenieBelt and Minuba. The two software companies both offer digital tools to improve the productivity of craftsmen and contractors.
Solar's stated ambition is to improve our customers' productivity. Digitalisation is key in this respect, and our conclusion is that in GenieBelt and Minuba's specific areas of expertise, they can serve craftsmen and contractors better than Solar can. Thus, Solar's current customers are better served by referral, rather than by Solar developing similar digital solutions in-house. At the same time, Solar is able to
We believe in the idea of networked development. This implies that own innovation and development, combined with other companies' good ideas and their ability to quickly address market opportunities, can create more for less, and faster.
offer significant customer leads to the two companies, as well as a financial involvement that supports the two companies' ambitious expansion plans.
Solar only holds a minority stake in the two companies, so GenieBelt and Minuba can continue to operate as independent businesses. Both companies are free to work with all customers and partners, which is important to us, as this will make them and their solutions better.

SOLAR QUARTERLY REPORT Q3 2016
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EXPANDING BUSINESS EXPANSION
Digital construction technology, known as Con-Tech, is a fast-developing field. Solar wishes to work with the best Con-Tech people and companies, as we believe Con-Tech will significantly alter the construction value chain, by creating massive productivity gains and reducing cost.
We continue to look at opportunities, and hope to make further investments in people and technology that fit our networked development agenda.
The same logic is behind our two business expansion acquisitions this year, EBS* and MAG45. We look forward to seeing EBS strengthen its training offering and incorporating the Solar School activities to the benefit of our customers. Further, we see MAG45 benefiting from Solar's brand recognition and industrial customer contacts.
If they arise, we will take advantage of opportunities for bottom acquisitions or network investments within MAG45 and EBS' activity areas.
COMMERCIAL AND DIGITAL DEVELOPMENT
Today, more than 90% of products delivered to customers go directly from our warehouses and more than 50% of Solar's business is already digital - we are one of the largest e-business companies in Northern Europe.
However, digitalisation is much more than e-business to us and we are ambitious about expanding the digital interaction with and for our customers. We are only at the beginning of this journey.
The appointment of Hugo Dorph as Chief Commercial Officer and member of the Executive Board underlines the strategic significance we place on Solar's commercial and digital development.
CAPITAL STRUCTURE
Solar's Board of Directors assesses the company's capital structure regularly to ensure that this is appropriate for both the shareholders and the company.
On 23 November 2015, Solar launched a share buy-back programme set to end by 30 June 2016. The share buy-back programme was completed on 30 June 2016 and the accumulated share buy-back totals 174,982 B shares at DKK 66.1m.
Furthermore, the Board of Directors decided to launch a share buy-back programme on 16 August 2016 totalling up to DKK 150m, structured as an auction process that gave all B shareholders the opportunity to sell B shares back to Solar at the same price. The programme was successfully completed at 30 August 2016 and a total of 382,160 B shares were bought back at DKK 392.5 per share of a nominal value of DKK 100, corresponding to a total purchase sum of DKK 150m cf. company announcement 39 2016.
After the completion of the share buy-back programmes, Solar owns 622,315 treasury shares, corresponding to 7.9% of Solar's total share capital and 3.9% of votes.
In the period Q1-Q3 2016 Solar paid a total of DKK 274m to the shareholders via share buy-back programmes and as dividend regarding 2015.
In Q1-Q3 2016, Solar acquired the two companies, MAG45 and Euro Business School (EBS), as well as obtaining minority stakes in GenieBelt and Minuba. Investments in digitalisation, etc. are made continuously, and share buy-back programmes have been executed.
Our search for acquisition and investment opportunities will continue, and we will continue to look at investments in further innovation and development.
- Euro Business School (EBS) is going to be renamed to Scandinavian Technology Institute (STI)
SOLAR QUARTERLY REPORT Q3 2016
Shareholder information
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SHAREHOLDER INFORMATION
SHARE AND WEBCAST INFORMATION
SOLAR'S SHARES
Solar's share capital is divided into nominal value DKK 90 million A shares and nominal value DKK 702 million B shares.
The A shares are not listed. The B shares are listed on Nasdaq Copenhagen under the ID code DK0010274844, with the short designation SOLAR B, and form part of the MidCap index and MidCap on Nasdaq Nordic.
Share capital includes 900,000 A shares and 7,020,607 B shares. Solar's portfolio of treasury shares totalled 622,315 B shares or 7.9% of share capital as at 30 September 2016.
A shares have 10 votes per share amount of DKK 100, while B shares have 1 vote per share amount of DKK 100.
AUDIO WEBCAST
The presentation of Quarterly Report Q3 2016 will be transmitted online on 28 October 2016 at 11:00 CET and will be accessible via www.solar.eu.
Distribution of share capital and votes as at 30 September 2016 in %
| Shareholders with 5% or more of share capital | Share capital | Votes |
|---|---|---|
| The Fund of 20th December | ||
| Vejen, Denmark | 15.6% | 57.5% |
| Chr. Augustinus Fabrikker A/S | ||
| Copenhagen, Denmark | 10.3% | 5.1% |
| Nordea Funds Oy, Danish Branch | ||
| Copenhagen, Denmark | 10.2% | 5.0% |
| RWC Asset Management LLP | ||
| London, England | 9.5% | 4.7% |
| Solar A/S | ||
| Vejen, Denmark | 7.9% | 3.9% |
FINANCIAL CALENDAR 2017
10 January - 10 February
IR quiet period
10 February
Annual Report 2016
17 March
Annual general meeting
10 April - 3 May
IR quiet period
3 May
Quarterly Report Q1 2017
10 July - 10 August
IR quiet period
10 August
Quarterly Report Q2 2017
10 October - 26 October
IR quiet period
26 October
Quarterly Report Q3 2017
SOLAR QUARTERLY REPORT Q3 2016
Consolidated financial statements
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CONSOLIDATED FINANCIAL STATEMENTS
SOLAR QUARTERLY REPORT Q3 2016
Consolidated financial statements
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STATEMENT OF COMPREHENSIVE INCOME
Income statement
| DKK million | Q3 | Q1-Q3 | Year | ||
|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | 2015 | |
| Revenue | 2,595 | 2,449 | 8,062 | 7,768 | 10,587 |
| Cost of sales | -2,055 | -1,939 | -6,388 | -6,148 | -8,388 |
| Gross profit | 540 | 510 | 1,674 | 1,620 | 2,199 |
| Other operating income and costs | 0 | 0 | 0 | 2 | 2 |
| External operating costs | -119 | -94 | -371 | -322 | -421 |
| Staff costs | -343 | -305 | -1,079 | -1,034 | -1,396 |
| Loss on trade receivables | -4 | -7 | -11 | -21 | -22 |
| Earnings before interest, tax, depreciation and amortisation (EBITDA) | 74 | 104 | 213 | 245 | 362 |
| Write-down and depreciation on property, plant and equipment | -7 | -15 | -37 | -48 | -66 |
| Earnings before interest, tax and amortisation (EBITA) | 67 | 89 | 176 | 197 | 296 |
| Amortisation of intangible assets | -14 | -12 | -41 | -35 | -47 |
| Earnings before interest and tax (EBIT) | 53 | 77 | 135 | 162 | 249 |
| Financial income | 5 | 2 | 20 | 18 | 22 |
| Financial expenses | -14 | -14 | -46 | -45 | -70 |
| Earnings before tax (EBT) | 44 | 65 | 109 | 135 | 201 |
| Income tax | -15 | -20 | -32 | -38 | -67 |
| Net profit of continuing operations | 29 | 45 | 77 | 97 | 134 |
| Profit of discontinued operations | 0 | 3 | 0 | 36 | 33 |
| Net profit for the period | 29 | 48 | 77 | 133 | 167 |
| Earnings in DKK per share outstanding (EPS) | 3.84 | 6.11 | 10.04 | 16.93 | 21.26 |
| Diluted earnings in DKK per share outstanding (EPS-D) | 3.84 | 6.10 | 10.03 | 16.90 | 21.21 |
| Earnings in DKK per share outstanding (EPS) of continuing operations | 3.84 | 5.73 | 10.04 | 12.35 | 17.06 |
| Diluted earnings in DKK per share outstanding (EPS-D) of continuing operations | 3.84 | 5.72 | 10.03 | 12.33 | 17.02 |
Other comprehensive income
| DKK million | Q3 | Q1-Q3 | Year | ||
|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | 2015 | |
| Net profit for the period | 29 | 48 | 77 | 133 | 167 |
| Other income and costs recognised: | |||||
| Items that cannot be reclassified for the income statement | |||||
| Actuarial gains / losses on defined benefit plans | 0 | 0 | 0 | 0 | -13 |
| Items that can be reclassified for the income statement | |||||
| Foreign currency translation adjustments of foreign subsidiaries | 11 | -32 | 6 | -12 | -7 |
| Value adjustments of hedging instruments before tax | 1 | -3 | -11 | 19 | 35 |
| Tax on value adjustments of hedging instruments | 0 | 1 | 2 | -5 | -9 |
| Other income and costs recognised after tax | 12 | -34 | -3 | 2 | 6 |
| Total comprehensive income for the period | 41 | 14 | 74 | 135 | 173 |
SOLAR QUARTERLY REPORT Q3 2016
Consolidated financial statements
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MANAGEMENT'S REVIEW
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FINANCIAL STATEMENTS
14
CONTENTS
BALANCE SHEET
| DKK million | 30.09 | 31.12 | |
|---|---|---|---|
| 2016 | 2015 | 2015 | |
| ASSETS | |||
| Intangible assets | 492 | 333 | 333 |
| Property, plant and equipment | 857 | 899 | 882 |
| Deferred tax asset | 30 | 43 | 28 |
| Other non-current assets | 20 | 6 | 7 |
| Non-current assets | 1,399 | 1,281 | 1,250 |
| Inventories | 1,354 | 1,290 | 1,302 |
| Trade receivables | 1,623 | 1,512 | 1,295 |
| Income tax receivable | 12 | 33 | 4 |
| Other receivables | 28 | 14 | 10 |
| Prepayments | 30 | 28 | 23 |
| Cash at bank and in hand | 63 | 247 | 699 |
| Assets held for sale | 62 | 77 | 88 |
| Current assets | 3,172 | 3,201 | 3,421 |
| Total assets | 4,571 | 4,482 | 4,671 |
| DKK million | 30.09 | 31.12 | |
| --- | --- | --- | --- |
| 2016 | 2015 | 2015 | |
| EQUITY AND LIABILITIES | |||
| Share capital | 792 | 792 | 792 |
| Reserves | -146 | -160 | -143 |
| Retained earnings | 985 | 1,180 | 1,104 |
| Proposed dividends | 0 | 0 | 78 |
| Equity | 1,631 | 1,812 | 1,831 |
| Interest-bearing liabilities | 206 | 461 | 430 |
| Provision for pension obligations | 16 | 18 | 15 |
| Provision for deferred tax | 125 | 127 | 128 |
| Other provisions | 60 | 17 | 19 |
| Non-current liabilities | 407 | 623 | 592 |
| Interest-bearing liabilities | 333 | 80 | 60 |
| Trade payables | 1,654 | 1,399 | 1,608 |
| Income tax payable | 24 | 49 | 11 |
| Other payables | 500 | 475 | 516 |
| Prepayments | 2 | 3 | 0 |
| Other provisions | 20 | 41 | 28 |
| Liabilities held for sale | 0 | 0 | 25 |
| Current liabilities | 2,533 | 2,047 | 2,248 |
| Liabilities | 2,940 | 2,670 | 2,840 |
| Total equity and liabilities | 4,571 | 4,482 | 4,671 |
SOLAR QUARTERLY REPORT Q3 2016
Consolidated financial statements
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MANAGEMENT'S REVIEW
^{}[]
FINANCIAL STATEMENTS
CONTENTS
CASH FLOW STATEMENT
| DKK million | Q3 | Q1-Q3 | Year | ||
|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | 2015 | |
| Net profit of continuing operations | 29 | 45 | 77 | 97 | 134 |
| Write-down, depreciation and amortisation | 21 | 27 | 78 | 83 | 113 |
| Changes to provisions and other adjustments | 8 | -20 | 3 | -37 | -64 |
| Financials, net | 9 | 12 | 26 | 27 | 48 |
| Income tax | 15 | 20 | 32 | 38 | 67 |
| Financial income, received | 2 | 0 | 8 | 4 | 4 |
| Financial expenses, settled | -11 | -9 | -44 | -30 | -42 |
| Income tax, settled | 2 | -6 | -29 | -32 | -55 |
| Cash flow before working capital changes | 75 | 69 | 151 | 150 | 205 |
| Working capital changes | |||||
| Changes to inventory | -26 | -55 | -25 | -54 | -61 |
| Changes to receivables | -43 | 66 | -299 | -257 | -28 |
| Changes to non-interest-bearing liabilities | -13 | -148 | -45 | -32 | 215 |
| Cash flow from operating activities, continuing operations | -7 | -68 | -218 | -193 | 331 |
| Cash flow from operating activities, discontinued operations | 0 | 3 | 0 | -50 | -53 |
| Cash flow from operating activities | -7 | -65 | -218 | -243 | 278 |
| Investing activities | |||||
| Purchase of intangible assets | -22 | -10 | -53 | -26 | -36 |
| Purchase of property, plant and equipment | -10 | -8 | -25 | -17 | -28 |
| Disposal of property, plant and equipment | 6 | 1 | 44 | 1 | 3 |
| Acquisition of subsidiaries and activities | -44 | - | -97 | - | 0 |
| Divestment of subsidiaries¹ | 0 | 0 | 0 | 37 | 37 |
| Other financial investments | -13 | - | -13 | - | - |
| Cash flow from investing activities, continuing operations | -83 | -17 | -144 | -5 | -24 |
| Cash flow from investing activities, discontinued operations | 0 | 5 | 0 | 345 | 345 |
| Cash flow from investing activities | -83 | -12 | -144 | 340 | 321 |
| DKK million | Q3 | Q1-Q3 | Year | ||
| --- | --- | --- | --- | --- | --- |
| 2016 | 2015 | 2016 | 2015 | 2015 | |
| Financing activities | |||||
| Repayment of non-current interest-bearing debt | -9 | -12 | -102 | -40 | -51 |
| Treasury share purchases and sales | -150 | - | -197 | - | -19 |
| Dividends distributed | 0 | 0 | -77 | -55 | -55 |
| Cash flow from financing activities, continuing operations | -159 | -12 | -376 | -95 | -125 |
| Cash flow from financing activities, discontinued operations | 0 | 0 | 0 | 0 | 0 |
| Cash flow from financing activities | -159 | -12 | -376 | -95 | -125 |
| Total cash flow | -249 | -89 | -738 | 2 | 474 |
| Cash at bank and in hand at the beginning of the period | 148 | 260 | 639 | 167 | 167 |
| Assumed on acquisition of subsidiaries | 1 | - | -2 | - | 0 |
| Foreign currency translation adjustments | 0 | -4 | 1 | -2 | -2 |
| Cash at bank and in hand at the end of the period, net | -100 | 167 | -100 | 167 | 639 |
| Cash at bank and in hand at the end of the period, net | |||||
| Cash at bank and in hand | 63 | 247 | 63 | 247 | 699 |
| Current interest-bearing liabilities² | -163 | -80 | -163 | -80 | -60 |
| Cash at bank and in hand at the end of the period, net | -100 | 167 | -100 | 167 | 639 |
1) Installments of the variable and fixed parts of the selling price of Aurora Group Danmark A/S.
2) Not including the short-term part of long-term liabilities that falls due in March 2017.
SOLAR QUARTERLY REPORT Q3 2016
Consolidated financial statements
MANAGEMENT'S REVIEW
FINANCIAL STATEMENTS
CONTENTS
STATEMENT OF CHANGES IN EQUITY
| DKK million | Share capital | Reserves for hedging transactions | Reserves for foreign currency translation adjustments | Retained earnings | Proposed dividends | Total |
|---|---|---|---|---|---|---|
| 2016 | ||||||
| Equity as at 1 January | 792 | -79 | -64 | 1,104 | 78 | 1,831 |
| Foreign currency translation adjustments of foreign subsidiaries | 6 | 6 | ||||
| Value adjustments of hedging instruments before tax | -11 | -11 | ||||
| Tax on value adjustments | 2 | 2 | ||||
| Net income recognised in equity via other comprehensive income in the statement of comprehensive income | 0 | -9 | 6 | 0 | 0 | -3 |
| Net profit for the period | 77 | 77 | ||||
| Comprehensive income | 0 | -9 | 6 | 77 | 0 | 74 |
| Dividend distribution | -77 | -77 | ||||
| Buy-back of treasury shares¹ | -196 | -1 | -197 | |||
| Transactions with the owners | 0 | 0 | 0 | -196 | -78 | -274 |
| Equity as at 30 September | 792 | -88 | -58 | 985 | 0 | 1,631 |
| 2015 | ||||||
| Equity as at 1 January | 792 | -105 | -57 | 1,047 | 55 | 1,732 |
| Foreign currency translation adjustments of foreign subsidiaries | -12 | -12 | ||||
| Value adjustments of hedging instruments before tax | 19 | 19 | ||||
| Tax on value adjustments | -5 | -5 | ||||
| Net income recognised in equity via other comprehensive income in the statement of comprehensive income | 0 | 14 | -12 | 0 | 0 | 2 |
| Net profit for the period | 133 | 133 | ||||
| Comprehensive income | 0 | 14 | -12 | 133 | 0 | 135 |
| Dividend distribution | -55 | -55 | ||||
| Transactions with the owners | 0 | 0 | 0 | 0 | -55 | -55 |
| Equity as at 30 September | 792 | -91 | -69 | 1,180 | 0 | 1,812 |
1) For information on buy-back of treasury shares see the description of capital structure on page 10.
SOLAR QUARTERLY REPORT Q3 2016
Notes
MANAGEMENT'S REVIEW
FINANCIAL STATEMENTS
CONTENTS
NOTES Segment information
Solar's business segments are Installation, Industry and Others and are based on the customers' affiliation with the segments. Installation covers installation of electrical, and heating and plumbing products, while Industry covers industry, offshore and marine, and utility and infrastructure. Others covers other small areas. The three main segments have been identified without aggregation of operating segments. Segment income and costs include any items that are directly attributable to the individual segment and any items that can be reliably allocated to the individual segment. Non-allocated costs refer to income and costs related to joint group functions. Assets and liabilities are not included in segment reporting.
| DKK million | Installation | Industry | Others | Total |
|---|---|---|---|---|
| Q3 2016 | ||||
| Revenue | 1,708 | 699 | 188 | 2,595 |
| Cost of sales | -1,366 | -538 | -151 | -2,055 |
| Gross profit | 342 | 161 | 37 | 540 |
| Direct costs | -68 | -22 | -4 | -94 |
| Earnings before indirect costs | 274 | 139 | 33 | 446 |
| Indirect costs | -131 | -41 | -11 | -183 |
| Segment profit | 143 | 98 | 22 | 263 |
| Non-allocated costs | -189 | |||
| Earnings before interest, tax, depreciation and amortisation (EBITDA) | 74 | |||
| Depreciation and amortisation | -21 | |||
| Earnings before interest and tax (EBIT) | 53 | |||
| Financials, net | -9 | |||
| Earnings before tax (EBT) | 44 | |||
| DKK million | Installation | Industry | Others | Total |
| --- | --- | --- | --- | --- |
| Q3 2015 | ||||
| Revenue | 1,656 | 623 | 170 | 2,449 |
| Cost of sales | -1,323 | -480 | -136 | -1,939 |
| Gross profit | 333 | 143 | 34 | 510 |
| Direct costs | -67 | -20 | -3 | -90 |
| Earnings before indirect costs | 266 | 123 | 31 | 420 |
| Indirect costs | -130 | -32 | -14 | -176 |
| Segment profit | 136 | 91 | 17 | 244 |
| Non-allocated costs | -140 | |||
| Earnings before interest, tax, depreciation and amortisation (EBITDA) | 104 | |||
| Depreciation and amortisation | -27 | |||
| Earnings before interest and tax (EBIT) | 77 | |||
| Financials, net | -12 | |||
| Earnings before tax (EBT) | 65 |
In Q3 2015, we made a more detailed classification of all customers onto our business segments. This led to changes between the various segments, and the effect of this is shown in the appendix to Quarterly Report Q3 2015. The appendix includes previously published information, changes to this and updated information per quarter for the first half-year of 2015.
SOLAR QUARTERLY REPORT Q3 2016
Notes
MANAGEMENT'S REVIEW
FINANCIAL STATEMENTS
CONTENTS
NOTES Segment information (continued)
| DKK million | Installation | Industry | Others | Total |
|---|---|---|---|---|
| Q1-Q3 2016 | ||||
| Revenue | 5,321 | 2,183 | 558 | 8,062 |
| Cost of sales | -4,255 | -1,679 | -454 | -6,388 |
| Gross profit | 1,066 | 504 | 104 | 1,674 |
| Direct costs | -220 | -70 | -13 | -303 |
| Earnings before indirect costs | 846 | 434 | 91 | 1,371 |
| Indirect costs | -420 | -125 | -37 | -582 |
| Segment profit | 426 | 309 | 54 | 789 |
| Non-allocated costs | -576 | |||
| Earnings before interest, tax, depreciation and amortisation (EBITDA) | 213 | |||
| Depreciation and amortisation | -78 | |||
| Earnings before interest and tax (EBIT) | 135 | |||
| Financials, net | -26 | |||
| Earnings before tax (EBT) | 109 | |||
| DKK million | Installation | Industry | Others | Total |
| --- | --- | --- | --- | --- |
| Q1-Q3 2015 | ||||
| Revenue | 5,286 | 1,987 | 495 | 7,768 |
| Cost of sales | -4,231 | -1,526 | -391 | -6,148 |
| Gross profit | 1,055 | 461 | 104 | 1,620 |
| Direct costs | -217 | -66 | -9 | -292 |
| Earnings before indirect costs | 838 | 395 | 95 | 1,328 |
| Indirect costs | -417 | -104 | -44 | -565 |
| Segment profit | 421 | 291 | 51 | 763 |
| Non-allocated costs | -518 | |||
| Earnings before interest, tax, depreciation and amortisation (EBITDA) | 245 | |||
| Depreciation and amortisation | -83 | |||
| Earnings before interest and tax (EBIT) | 162 | |||
| Financials, net | -27 | |||
| Earnings before tax (EBT) | 135 |
In Q3 2015, we made a more detailed classification of all customers onto our business segments. This led to changes between the various segments, and the effect of this is shown in the appendix to Quarterly Report Q3 2015. The appendix includes previously published information, changes to this and updated information per quarter for the first half-year of 2015.
SOLAR QUARTERLY REPORT Q3 2016
Notes
MANAGEMENT'S REVIEW
FINANCIAL STATEMENTS
CONTENTS
NOTES Segment information (continued)
Geographical information
Solar A/S primarily operates on the Danish, Swedish, Norwegian and Benelux markets. In the below table, Other markets covers the remaining markets, which can be seen in the group structure available on page 19 of Annual Report 2015 or on www.solar.eu. The below allocation has been made based on the products' place of sale.
| DKK million | Q3 | Q1-Q3 | |||
|---|---|---|---|---|---|
| Revenue | Adjusted organic growth | Revenue | Adjusted organic growth | Non-current assets | |
| 2016 | |||||
| Denmark | 730 | 10.0 | 2,186 | 6.1 | 1,825 |
| Sweden | 558 | 1.4 | 1,822 | 1.0 | 267 |
| Norway | 446 | 7.9 | 1,334 | 2.8 | 210 |
| Benelux | 592 | -3.4 | 1,962 | -5.1 | 310 |
| Other markets | 283 | -4.4 | 803 | -0.2 | 139 |
| Eliminations | -14 | - | -45 | - | -1,352 |
| Total | 2,595 | 3.1 | 8,062 | 0.9 | 1,399 |
| 2015 | |||||
| --- | --- | --- | --- | --- | --- |
| Denmark¹ | 664 | 0.8 | 2,039 | 5.3 | 1,628 |
| Sweden | 556 | 9.9 | 1,773 | 8.7 | 277 |
| Norway | 412 | 1.1 | 1,367 | 2.2 | 108 |
| Benelux | 615 | 2.9 | 2,040 | 7.2 | 329 |
| Other markets | 213 | 6.0 | 586 | 11.4 | 49 |
| Eliminations¹ | -11 | - | -37 | - | -1,110 |
| Total | 2,449 | 3.8 | 7,768 | 6.6 | 1,281 |
1) Denmark's figures include non-current assets determined for Solar A/S, the parent company. In 2016, the parent company switched accounting policies from cost method to equity value method. As a result, non-current assets for Q3 2015 were restated, from DKK 1,830m to DKK 1,628m, changing the eliminations figures from DKK -1,312m to DKK -1,110m.
SOLAR QUARTERLY REPORT Q3 2016
Notes
MANAGEMENT'S REVIEW
FINANCIAL STATEMENTS
CONTENTS
NOTES Discontinued operations and assets held for sale
On 16 March 2015, Solar A/S finalised the divestment of the assets of Solar Deutschland GmbH to Sonepar Group with an accounting profit of DKK 50m.
The discontinued operations impacted the income statement as follows:
| DKK million | Q3 | Q1-Q3 | ||
|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | |
| Revenue | 0 | 185 | ||
| Cost of sales | 2 | -158 | ||
| Gross profit | 2 | 27 | ||
| Costs | 1 | 9 | ||
| Earnings before interest and tax (EBIT) | 3 | 36 | ||
| Financials, net | 0 | 0 | ||
| Earnings before tax (EBT) | 3 | 36 | ||
| Tax on net profit or loss for the period | 0 | 0 | ||
| Net profit or loss for the period | 3 | 36 | ||
| Earnings of discontinued operations in DKK per share outstanding (EPS) | 0.38 | 4.58 | ||
| Diluted earnings of discontinued operations in DKK per share outstanding (EPS-D) | 0.38 | 4.58 | ||
| Cash flow from operating activities | 3 | -50 | ||
| Cash flow from investing activities | 5 | 345 | ||
| Cash flow from financing activities | 0 | 0 | ||
| Total cash flow | 8 | 295 | ||
| Divestment of the discontinued operations may be specified as follows: | ||||
| Accounting gain of net assets | 298 | |||
| Gain on divestment | 50 | |||
| Total consideration | 348 |
Assets held for sale may be divided into the following main items:
| DKK million | Q3 | |
|---|---|---|
| 2016 | 2015 | |
| Property, plant and equipment, Solar Deutschland | 16 | 16 |
| Property, plant and equipment, Solar Nederland | 46 | 61 |
| Non-current assets | 62 | 77 |
| Assets held for sale | 62 | 77 |
SOLAR QUARTERLY REPORT Q3 2016
Notes
MANAGEMENT'S REVIEW
FINANCIAL STATEMENTS
CONTENTS
NOTES Acquisition of subsidiaries
On 1 February 2016, Solar A/S acquired the shares of MAG45 B.V.
The acquisition price of 100% of the MAG45 shares on a net debt-free basis is made up of a fixed amount of DKK 60m and a variable amount (earn-out) which will total DKK 160m at the most. The earn-out amount depends on the results in 2016, 2017 and 2018.
At closing, DKK 53m was paid for 100% of the shares of MAG45 B.V., equalling DKK 76m on a net debt-free basis (normalised approx. DKK 80m). The expected total price, including earn-out, will be approximately DKK 100m on a net debt-free basis. The preliminary assessment of the earn-out is DKK 20m.
The acquisition is expected to increase Solar Group's 2016 revenue by approx. DKK 310m, but to have a limited impact on EBITA.
Transaction costs related to the acquisition totalled DKK 2m.
Fair value at the date of acquisition: (DKK million)
| Property, plant and equipment | 3 |
|---|---|
| Inventories | 30 |
| Trade receivables | 41 |
| Other receivables | 1 |
| Cash | 17 |
| Provision for deferred tax | -1 |
| Other non-current liabilities, interest-bearing | -21 |
| Current liabilities | -91 |
| Net assets acquired | -21 |
| Goodwill | 59 |
| Customer-related intangible assets | 30 |
| Other intangible assets | 5 |
| Acquisition cost | 73 |
| Of this, net cash | 3 |
| Other interest-bearing liabilities, net | 20 |
| Acquisition price on net debt-free basis | 96 |
| Hereof expected earn-out | -20 |
| Acquisition price on net debt-free basis excl. expected earn-out | 76 |
On 11 August 2016, Solar A/S acquired the shares of Euro Business School AS.
The acquisition price of 100% of the Euro Business School shares on a net debt-free basis is made up of a fixed amount of DKK 43m and a variable amount (earn-out) expected to total DKK 15m. The earn-out amount depends on the achievement of a set of financial results by 2021 with payment to be made in 2022.
At closing, DKK 44m was paid for 100% of the shares of Euro Business School AS. Including expected earn-out of DKK 15m this equals DKK 58m on a net debt-free basis (normalised approx. DKK 58m).
In 2015, EBS generated revenue of approximately DKK 45m with EBITDA of DKK 8m. A stronger performance is expected in 2016.
Transaction costs related to the acquisition totalled DKK 1m.
Fair value at the date of acquisition: (DKK million)
| Property, plant and equipment | 2 |
|---|---|
| Trade receivables | 7 |
| Other receivables | 3 |
| Cash | 1 |
| Provision for deferred tax | 2 |
| Other non-current liabilities | -8 |
| Current liabilities | -4 |
| Net assets acquired | 3 |
| Goodwill | 52 |
| Other intangible assets | 4 |
| Acquisition cost | 59 |
| Of this, net cash | -1 |
| Acquisition price on net debt-free basis | 58 |
| Hereof expected earn-out | -15 |
| Acquisition price on net debt-free basis excl. expected earn-out | 43 |
SOLAR QUARTERLY REPORT Q3 2016
Notes
MANAGEMENT'S REVIEW
FINANCIAL STATEMENTS
CONTENTS
NOTES Share option plans
Description and specification of Solar's share option plans are found in Annual Report 2015 and at www.solar.eu/menu/investor/downloads/policies. In March 2016, Solar granted 28,398 additional share options (March 2015: 38,372 share options) to the Executive Board and senior management employees. In addition, 27,026 share options from the 2012 granting and 14,239 share options from the 2013 granting were exercised, respectively. So, outstanding share options now total 108,976.
| 2016 granting | Share options |
|---|---|
| Executive Board | 7,297 |
| Others | 21,101 |
| Total | 28,398 |
Exercise period:
10 banking days following publication of the annual reports in 2019 / 2020
DKK million
Market value estimated at time of granting using the Black-Scholes model 1
Conditions applying to the statement of market value at the time of granting using the Black-Scholes model:
| Average share price in DKK | 342.60 |
|---|---|
| Exercise price in DKK | 342.60 |
| Expected volatility | 28.6% |
| Expected dividends in proportion to market value | 2.9% |
| Risk-free interest rate | 0.1% |
Average share price is calculated based on the average price on Nasdaq Copenhagen over the first 10 business days following publication of Annual Report 2015.
SOLAR QUARTERLY REPORT Q3 2016
Notes
MANAGEMENT'S REVIEW
FINANCIAL STATEMENTS
CONTENTS
NOTES Accounting policies
Accounting policies
The quarterly report for Solar A/S has been prepared in accordance with IAS 34 "Presentation of interim reports" as approved by the EU and additional Danish disclosure requirements for quarterly reports of listed companies.
Apart from the effect of new IAS/IFRS standards implemented during the period, accounting policies remain unchanged from Annual Report 2015, which holds a full description of these on pages 42-43 as well as of relevant, supplementary notes.
Key items in the accounts are based on annual contracts etc. A prudent assessment of the current year's activities was undertaken during the preparation of this quarterly report.
In the quarterly report, income tax has been calculated on the basis of pre-tax profits at the expected average tax rate. No calculations of taxable income for the period have been made.
New accounting standards implemented during the period
No additional standards have been implemented in the period, only amendments and improvements to existing standards. These changes have no impact on Solar.
New accounting standards to be implemented in coming accounting periods
For information on new accounting standards, reference is made to note 26 on page 77 in Annual Report 2015. No new or amended standards have been issued in 2016 other than those stated in the annual report.
On audit
This quarterly report has not been audited or reviewed.
SOLAR QUARTERLY REPORT Q3 2016
Consolidated financial statements
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MANAGEMENT'S REVIEW
^{}[]
FINANCIAL STATEMENTS
^{}[]
CONTENTS
QUARTERLY FIGURES
| Income statement (DKK million) | Q1 | Q2 | Q3 | Q4 | ||||
|---|---|---|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | 2015 | 2014 | |
| Revenue | 2,656 | 2,645 | 2,811 | 2,674 | 2,595 | 2,449 | 2,819 | 2,773 |
| Earnings before interest, tax, depreciation and amortisation (EBITDA) | 67 | 77 | 72 | 64 | 74 | 104 | 117 | 46 |
| Earnings before interest, tax and amortisation (EBITA) | 52 | 60 | 57 | 48 | 67 | 89 | 99 | -3 |
| Earnings before interest and tax (EBIT) | 39 | 48 | 43 | 37 | 53 | 77 | 87 | -150 |
| Financials, net | -11 | -8 | -6 | -7 | -9 | -12 | -21 | -16 |
| Earnings before tax (EBT) | 28 | 40 | 37 | 30 | 44 | 65 | 66 | -166 |
| Net profit or loss for the period | 21 | 62 | 27 | 23 | 29 | 48 | 34 | -223 |
Balance sheet (DKK million)
| Non-current assets | 1,324 | 1,322 | 1,316 | 1,310 | 1,399 | 1,281 | 1,250 | 1,324 |
|---|---|---|---|---|---|---|---|---|
| Current assets | 3,285 | 3,365 | 3,221 | 3,358 | 3,172 | 3,201 | 3,421 | 3,250 |
| Balance sheet total | 4,609 | 4,687 | 4,537 | 4,668 | 4,571 | 4,482 | 4,671 | 4,574 |
| Equity | 1,813 | 1,754 | 1,740 | 1,798 | 1,631 | 1,812 | 1,831 | 1,732 |
| Non-current liabilities | 394 | 649 | 387 | 644 | 407 | 623 | 592 | 655 |
| Current liabilities | 2,402 | 2,284 | 2,410 | 2,226 | 2,533 | 2,047 | 2,248 | 2,187 |
| Interest-bearing liabilities, net | 156 | 240 | 231 | 221 | 476 | 294 | -184 | 302 |
| Invested capital | 1,984 | 2,101 | 1,986 | 2,133 | 2,122 | 2,219 | 1,662 | 2,172 |
| Net working capital, period end | 1,232 | 1,308 | 1,196 | 1,307 | 1,323 | 1,403 | 989 | 1,111 |
| Net working capital, average | 1,233 | 1,362 | 1,205 | 1,302 | 1,185 | 1,282 | 1,252 | 1,267 |
SOLAR QUARTERLY REPORT Q3 2016
Consolidated financial statements
MANAGEMENT'S REVIEW
FINANCIAL STATEMENTS
CONTENTS
QUARTERLY FIGURES (continued)
| Cash flow (DKK million) | Q1 | Q2 | Q3 | Q4 | ||||
|---|---|---|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | 2015 | 2014 | |
| Cash flow from operating activities, continuing operations | -251 | -183 | 40 | 58 | -7 | -68 | 524 | 306 |
| Cash flow from investing activities, continuing operations | -33 | 22 | -28 | -10 | -83 | -17 | -19 | -6 |
| Cash flow from financing activities, continuing operations | -80 | -14 | -137 | -69 | -159 | -12 | -30 | -12 |
| Net investments in intangible assets | -12 | -6 | -19 | -10 | -22 | -10 | -10 | -4 |
| Net investments in property, plant and equipment | 32 | -4 | -9 | -5 | -4 | -7 | -9 | -2 |
| Acquisitions and divestments of subsidiaries, net | -53 | 32 | 0 | 5 | -44 | 0 | 0 | 0 |
Financial ratios (% unless otherwise stated)
| Revenue growth | 0.4 | 2.3 | 5.1 | 8.0 | 6.0 | 1.3 | 1.6 | 0.3 |
|---|---|---|---|---|---|---|---|---|
| Organic growth | -0.3 | 4.6 | 3.8 | 9.4 | 3.0 | 3.8 | 3.2 | 2.2 |
| Organic growth adjusted for number of working days | 1.2 | 5.8 | -1.8 | 10.1 | 3.1 | 3.8 | 1.5 | 1.2 |
| Gross profit margin | 21.0 | 21.2 | 20.5 | 20.5 | 20.8 | 20.8 | 20.5 | 21.1 |
| EBITDA margin | 2.5 | 2.9 | 2.6 | 2.4 | 2.9 | 4.2 | 4.2 | 1.7 |
| EBITA margin | 2.0 | 2.3 | 2.0 | 1.8 | 2.6 | 3.6 | 3.5 | -0.1 |
| EBIT margin | 1.5 | 1.8 | 1.5 | 1.4 | 2.0 | 3.1 | 3.1 | -5.4 |
| Net working capital (period-end NWC)/revenue (LTM) | 11.6 | 12.7 | 11.1 | 12.4 | 12.2 | 13.3 | 9.3 | 10.8 |
| Net working capital (average NWC)/revenue (LTM) | 11.6 | 12.4 | 11.2 | 12.0 | 10.9 | 12.2 | 11.8 | 12.4 |
| Gearing (interest-bearing liabilities, net/EBITDA), no. of times | 0.4 | 1.0 | 0.6 | 0.8 | 1.4 | 1.0 | -0.5 | 1.3 |
| Return on equity (ROE) | 6.9 | -9.2 | 7.3 | -5.8 | 6.6 | -5.0 | 9.2 | -12.5 |
| Return on invested capital (ROIC) | 8.2 | -3.3 | 8.4 | 0.5 | 7.5 | 2.0 | 8.5 | -4.3 |
| Adjusted enterprise value/earnings before interest, tax and amortisation (EV/EBITA) | 9.3 | 19.4 | 8.6 | 16.2 | 11.8 | 17.8 | 10.6 | 21.7 |
| Equity ratio | 39.3 | 37.4 | 38.4 | 38.5 | 35.7 | 40.4 | 39.2 | 37.9 |
SOLAR QUARTERLY REPORT Q3 2016
Consolidated financial statements
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MANAGEMENT'S REVIEW
^{}[]
FINANCIAL STATEMENTS
^{}[]
CONTENTS
QUARTERLY FIGURES (continued)
| Share ratios (DKK unless otherwise stated) | Q1 | Q2 | Q3 | Q4 | ||||
|---|---|---|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | 2015 | 2014 | |
| Earnings per share outstanding (EPS) | 2.71 | 7.89 | 3.51 | 2.93 | 3.84 | 6.11 | 4.33 | -28.39 |
| Intrinsic value per share outstanding | 233.91 | 223.28 | 225.93 | 229.03 | 216.10 | 230.81 | 234.43 | 220.62 |
| Share price | 329 | 318 | 307 | 363 | 374 | 409 | 432 | 288 |
| Share price/intrinsic value | 1.41 | 1.43 | 1.36 | 1.59 | 1.73 | 1.77 | 1.84 | 1.30 |
Employees
| Average number of employees (FTEs), continuing operations | 2,968 | 2,892 | 3,024 | 2,886 | 3,051 | 2,840 | 2,864 | 2,893 |
|---|---|---|---|---|---|---|---|---|
Definitions
| Organic growth | Revenue growth adjusted for enterprises acquired and sold off and any exchange rate changes. No adjustments have been made for number of working days. |
|---|---|
| Net working capital | Inventories and trade receivables less trade payables. |
| ROIC | Return on invested capital calculated on the basis of operating profit or loss less tax calculated using the effective tax rate. |
Overall, financial ratios are calculated in accordance with the Danish Finance Society's "Recommendations & Financial Ratios 2015".
In general, restatements have been made of income statements, cash flow and key ratios for the discontinued operations in Solar Deutschland GmbH for 2014. In accordance with IFRS, the balance sheet has not been restated. The key ratio interest-bearing liabilities, net, has been adjusted for interest-bearing receivables relating to the divestment of Aurora Group Danmark A/S, up until the settlement in Q1 2015. No adjustments have been made for acquired enterprises.
SOLAR QUARTERLY REPORT Q3 2016
Management's statement
MANAGEMENT'S REVIEW
FINANCIAL STATEMENTS
CONTENTS
STATEMENT BY THE EXECUTIVE BOARD AND THE BOARD OF DIRECTORS
Today, the group's Board of Directors and Executive Board have discussed and approved the Q3 2016 quarterly report of Solar A/S.
The quarterly report, which has not been audited or reviewed by the company's auditor, is presented in accordance with IAS 34 "Interim Financial Reporting" as approved by the EU and additional Danish disclosure requirements for quarterly reports of listed companies.
In our opinion, the quarterly report gives a fair presentation of the group's assets, equity and liabilities and financial position as at 30 September 2016 as well as of the results of the group's activities and cash flow for Q3 2016.
Further, in our opinion, the management's review gives a true and fair statement of the development of the group's activities and financial situation, net profit or loss for the period and of the group's overall financial position and describes the most significant risks and uncertainties that the group faces.
Vejen, 28 October 2016
Executive Board
Anders Wilhjelm
CEO
Hugo Dorph
CCO
Michael H. Jeppesen
CFO
Board of Directors
Jens Borum
Chairman
Agnete Raaschou-Nielsen
Vice-chairman
Lars Lange Andersen
Niels Borum
Ulrik Damgaard
Bent H. Frisk
Ulf Gundemark
Jens Peter Toft
Steen Weirøe
Solar A/S
Industrivej Vest 43
DK-6600 Vejen
Tel.: +45 79 30 00 00
CVR no. 15908416
www.solar.eu
http://www.linkedin.com/company/solar-as
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