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Systemair

Quarterly Report Nov 30, 2012

2980_ir_2012-11-30_83fc08ac-475b-44bd-a52c-b42c6996d57d.pdf

Quarterly Report

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Systemair ab Interim Report Q2 1 May – 31 October 2012

Sales increased by 18%

Second quarter August-October 2012

  • Net sales increased by 18 percent to SEK 1,216 million (1,027).
  • Operating profit (EBIT) increased by 8 percent to SEK 141 million (130).
  • The operating margin was 11.6 percent (12.7).
  • Profit after tax fell to SEK 89 million (95).
  • Earnings per share equalled SEK 1.71 (1.83) were achieved.
  • Cash flow from operating activities totalled SEK 143 million (95).

First half-year, May-October 2012

  • Net sales increased by 19 percent to SEK 2,307 million (1,931).
  • Operating profit (EBIT) increased by 10 percent, to SEK 239 million (217).
  • The operating margin was 10.4 percent (11.2).
  • Profit after tax increased to SEK 162 million (150).
  • Earnings per share equalled SEK 3.11 (2.89).
  • Cash flow from operating activities totalled SEK 204 million (147).

Net sales Q2

SEK 1,216 m

EBIT Q2 SEK 141 m

Significant events during the period under review

  • In June, Change Air, Canada, was acquired. The company is one of North America's leading manufacturers of air handling units for classrooms.
  • In August, Systemair acquired 70 percent of the shares in Turkish company HSK. HSK is Turkey's leading manufacturer of air handling units.
  • In August, Systemair acquired Ratos' shareholding in Lindab, bringing its stake to 11.6 percent of the shares outstanding.
2012 2011 2012 2011
Aug–Oct Aug–Oct May–Oct May–Oct
3 mths 3 mths 6 mths 6 mths
Net sales, SEK million 1,215.7 1,026.6 2,306.6 1,931.4
Growth, % 18.4 10.5 19.4 10.6
Operating profit, SEK million 140.9 130.2 239.5 216.9
Operating margin, % 11.6 12.7 10.4 11.2
Profit after tax, SEK million 88.9 95.0 161.9 150.2
Basic and diluted earnings per share, SEK 1.71 1.83 3.11 2.89
Operating cash flow per share, SEK 2.76 1.83 3.92 2.83

CEO's Comments Sales record

Our sales increased by 18.4 percent organic growth in the second quarter totalled 10.5 percent. This was generated by strong growth in our major markets, with Russia in the lead. The fact that we also report an operating margin of 11.6 percent, is to us a sign of strength, in view of the uncertainty that prevails in many markets. and our e

The market

The best rate of growth is shown in Russia and the Baltic States. Other markets also display satisfactory growth, with Norway and Germany both reporting double figures. It is pleasing that developments in India are heading in the right direction and that we have now moved into profitability. At the same time, sales have begun to rise again, from relatively low levels. double-digit growth

Companies acquired

Our company in Russia, acquired at the end of June 2011, has continued to perform well, with both good profitability. We are establishing new sales offices and Nizhny Novgorod. Our production of chillers also progressed better than we had dared to hope and to date has delivered positive earnings. The Canadian business Change Air continued to develop satisfactorily during the period, but is now entering a season where sales will be lower. In India, our companies will be merg together for improved efficiency. growth and in Samara in Italy has tter merged and relocated

Investments

Construction of production, laboratory and office facilities at Greater Noida, just outside Delhi, is in full swing, and occupancy of the first section will begin in December. In all, we will acquire 8,000 m2 of new production and warehousing space. Construction work is also in progress at the new development centre in Germany. We are investing in additional sheet metal forming machinery at our Lithuanian production unit and at Systemair-HSK, our recently acquired air handling unit manufacturer in Turkey; installation will take place in spring 2013.

Outlook

In recent years, we have undertaken major investments in production equipment, product development, marketing and business combinations. It is gratifying to see that we are obtaining a return from the investments made. The full effect will not emerge until an upturn in the economy comes about. However, we have demonstrated that we can deliver not only satisfactory growth but also a good ope even in difficult times. have equipment, gratifying a return the The not , we can satisfactory but a operating profit,

Gerald Engström President and CEO

Sales and markets

Group sales for the second quarter of 2012/13 totalled SEK 1,215.7 million (1,026.6), which was up 18.4 percent on the same period in the preceding year. Organic growth amounted to 10.5 percent.

Growth in acquired operations totalled 11.6 percent, or SEK 119.4 million. During the quarter, foreign exchange effects reduced sales by 3.7 percent. This means unchanged exchange rates, sales increased in the quarter. that, at by 22.1 percent

Net sales for the interim report period of May 2012/13 totalled SEK 2,306.6 million (1,931.4), which was up 19.4 percent on the same period in the preceding year. Organic growth amounted to 6.1 percent. May-October

Growth in acquired operations equalled 16.3 percent, while foreign exchange effects reduced sales by 3.0 percent during the period.

Net sales per quarter compared with same period previous years

Net sales

Geographic breakdown of Q2 sales Nordic region breakdown of Q2

During the second quarter, sales in the Nordic region increased 3 percent from the same period in the preceding year. Growth remained strong in Norway and Denmark. Adjusted for foreign exchange effects, sales increased 5 percent during the quarter. sales in same period in preceding remained effects, sales

Western Europe

In Western Europe, income increased by second quarter. Adjusted for foreign exchange effects, sales increased by 6 percent compared to the preceding Markets that performed strongly in the region include Switzerland, Austria and Germany. 15 percent in the salespercent preceding year. Markets Switzerland, and the 21 percent

Eastern Europe and CIS

Sales in Eastern Europe and the CIS increased 21 percent during the quarter. Organic growth for the region amounted to 28 percent. Russia and the Baltic States in particular continue to show good growth. during and Baltic in particular

2012
Aug–Oct
3 mths
2011
Aug–Oct
3 mths
Change 2012
May–Oct
6 mths
2011
May
–Oct
6 mths
mths
Change
Nordic region 315.8 305.3 3% 555.3 527.3 5%
Western Europe 381.1 332.7 15% 742.6 653.6 14%
Eastern Europe & CIS 305.3 251.5 21% 607.4 467.0 30%
North America 95.7 73.3 31% 200.8 145.5 38%
Other markets 117.8 63.8 85% 200.5 138.0 45%
Total 1,215.7 1,026.6 18% 2,306.6 1,931.4 19%

North America

Sales in the North American market increased by during the quarter compared to the same period in the preceding year. The increase is attributable to the acquisition of Change Air, Canada. Adjusted for the effects of foreign exchange and acquisitions, sales decreased 31 percent he 2 percent.

Other markets

Sales in Other markets increased by 85 percent compared to the same period in the preceding year, as a result of the acquisitions in Turkey and India. Adjusted for foreign exchange effects, sales increased 7 percent.

Sales by market Q2 2012 (Q2 2011)

Profit in the second quarter

The gross profit for the second quarter amounted to SEK 443.9 million (401.7), an increase of 10.5 percent on the same period in the preceding year. The gross margin fell to 36.5 percent (39.1) as a result mainly of acquisitions of companies with lower margins.

The operating profit for the second quarter totalled SEK 140.9 million (130.2), up 8.3 percent on the same period in the preceding year. The operating margin was (12.7). 11.6 percent

Selling and administration expenses for the quarter totalled SEK 307.1 million (271.4), an increase of SEK 35.7 million. Selling and administration expenses at acquired companies accounted for SEK 21.1 million (16.2) of the increase for the quarter.

Selling expenses were charged with SEK 2.7 million (4.0) for anticipated bad debts and impairment losses on trade receivables. During the quarter, costs related to acquisitions totalled SEK 0.5 million (0.9).

Net financial items ended the second quarter at SEK million (-5.8). The effect of foreign exchange on long receivables, loans and bank balances was SEK (0.7). Write-down of a long term receivable, deriving from a previous sale of a building, totalled SEK -5.4 million. expense for the quarter totalled SEK -9.0 million ( result of increased borrowing. -18.4 long-term ivables, -4.4 million net down 5.4 Interest 9.0 (-6.7), as a

Operating profit per quarter, relative to the same period in previous years

Operating margin per quarter, relative to the same period in previous years

Tax expense

Estimated tax for the quarter totalled SEK 29.4), corresponding to an effective tax rate of 27.4 percent (23.6) based on profit after net financial items. low effective tax rate last year is attributable to tax loss carry-forwards utilised but not capitalised. tax for the totalled SEK -33.6 million ( corresponding to of 27.4 The relatively is to tax forwards capitalised.

Acquisitions and new operations and new

On 20 August 2012, Systemair acquired Ratos' holding of shares in Lindab. The holding represented 11.2 percent of the share capital and comprised 8,849,157 shares. At the same time, Systemair acquired a further 300,000 shares in the market and consequently is one of the largest shareholders in Lindab, with in all 11.6 percent of the share capital. The aim of the acquisition is to exercise long ownership of the company. Systemair and Lindab have been engaged in many years of collaboration in the ventilation product sector and opportunities exist to expand collaboration in the product and distribution area. On 2012, holding of shares. sameacquired market Lindab, 11.6 share capital. The is to long-term industrial and have engaged in product distribution area.

In May 2012, Systemair signed an agreement to acquire 70 percent of the shares in Turkish company HSK. HSK is Turkey's leading manufacturer of air handling units, with sales of SEK 160 million in 2011. The company has two production facilities just outside Istanbul and sales offices ed to is Turkey's manufacturer with The has sales in Azerbaijan,

Georgia, Turkmenistan, Dubai and Iraq. The acquisition is expected to create excellent synergies with the Italian refrigeration equipment factory acquired. The acquisition initially concerns 70 percent of the shares and a binding option to acquire the remaining 30 percent within a four period. HSK has been consolidated into Systemair since the beginning of August 2012. four-year

In June, Systemair acquired Change Air, Canada. The company is one of North America's leading air handling units for classrooms. In 2011, Change Air had sales of SEK 84 million and an operating profit of SEK 11.9 million. The company, with 86 employees, has its headquarters and a production facility in Ontario, Canada. The acquisition has provided Systemair with access to 59 sales agents in 71 cities, and a total of approximately 300 sales engineers in North America. These cover 42 states in the USA and six provinces in Canada. manufacturer of ling r

If Change Air and HSK had been consolidated as of 1 May 2012, net sales for the period May 2012 through 2012 would have totalled SEK approximately SEK 2,355 million. Operating profit for the period would have been approximately SEK 233 million. October

Note 1 in this report contains an acquisition analysis and an account of the effects of the acquisitions on the Group's cash and cash equivalents.

Investments, depreciation and amortisation

Investment for the quarter, excluding divestments, totalled SEK 484.6 million (25.1), including SEK 25.8 million (17.4) invested in new construction and machinery. Acquisitions and additional considerations paid equalled SEK 52.1 million (7.6) for the quarter. The investment in financial assets, consisting of shares in Lindab, totalled SEK 406.6 million. been valued at fair value and any changes has been accounted for in the statement of comprehensive income. Depreciation of non-current assets amounted to SEK 28.4 million (23.6). nvestment uction The shares has

Personnel

The average number of employees in the Group was 3,375 (2,581). At the end of the period, Systemair had 3,401 employees (2,839), 562 more than one year previous. New employees were recruited chiefly in Lithuania (31), Germany (16) and Sweden (13). Through acquisitions, 508 employees joined the Group, including 165 at Systemair AC, Italy, 125 at IAPL, India, 58 at Change Air and 157 at HSK.

financial position

Cash flow from operating activities before changes in working capital totalled SEK 159.0 million (133.1) for the quarter. Changes in working capital, chiefly an increase in trade accounts receivable, had an impact of SEK cash flow. Net cash flow from financing activities was SEK 354.3 million (-83.7), as a result of new loans. At the end of the period, net indebtedness totalled SE (764.5). The consolidated equity/assets ratio was 39.1 percent (45.4) at the end of the period. changes in quarter. ital, -15.7 (-38.2) on flow. Net from SEK 83.7), as new loans. end indebtedness SEK 1,246.8 million

Material risks and uncertainty

current Cash flow and financial position Systemair is exposed to operational and financial risks in its business. Operational risk is inherent in the international nature of the operations, tough competition and the sensitivity of the construction industry to the business cycle. The financial risks that Systemair has identified in its business are foreign exchange risk, borrowing and interest rate risk, credit and liquidity risk and loss carry risks and uncertainty affecting Systemair are described in more detail in the Company's 2011/12 Annual Report. financial risks has somewhat changed during the reporting period due to the acquisition of the shares in Lindab. The shares have been accounted for as a financial asset available for sale valued at fair value. Any changes i have been taken over the statement of comprehensive income. The acquisition has been financed thru bank loans which has also increased the interest rate risk. The percent is operational in itsis in operations, tough ks that identified in its exchange borrowing interest risk, and carry-forwards. The material uncertainty Systemair inany's 2011/12 The changed reportingLindab. a asset available in the fair value been statement comprehensive The acquisition financed loans

Related party transactions

Systemair's significant transactions with related pa concern ebmpapst AB and ebmpapst Mulfingen GmbH & Co. KG. Transactions with related parties are described in detail in Note 36 to the accounts in the Annual Report for the 2011/12 financial year. During the period, no change worthy of mention occurred in the scale of these transactions. has increased with parties and described 36 to for the2011/12 During d the transactions.for the totalled million while

Parent Company

Parent Company sales for the quarter totalled SEK 256.3 million (246.0), while operating profit was SEK 21.2 million (13.5).

The average number of employees in the Parent Company was 417 (396).

Financial information

The interim report for the third quarter of 2012/2013 will be published at 8.00 a.m. on 7 March 2013.

The report for the fourth quarter and full year 2012/13 will be published at 8.00 a.m. on 11 June 2012.

About Systemair

The Company established operations in 1974 with a product concept, the circular duct fan, a design that made installation considerably simpler. We adopted the motto "the way", which has been developed from a product concept to a business philosophy. Our product range has expanded strongly to extend over a broad range of fans, air handling units, products for air distribution, air curtains and heating products. straight

Mission statement

Operating from the core values of simplicity and reliability, our business concept is to develop, manufacture and market high-quality ventilation products. On the basis of our business concept and with our customers in focus, our aim is to be seen as a company to rely on, with the emphasis on delivery reliability, availability and quality.

Business model

Availability is an important parameter in terms of our competitiveness, and we ensure effective control of our flow of goods, with owned production units, centralised warehouse facilities and an efficient ERP system. With modern production plants and our own sales companies around the world, we reach out directly to our customers. The business model supports stability and development, and today we are a leading producer and supplier of ventilation products with our own production and sales companies. ", uct quality ion es Strategies

The following strategies create major strengths and competitive advantages that help us to achieve our goals.

  • Innovative product development and a broad product range focusing on energy handling products. that help us to and broadproduct on energy-efficient air
  • High product availability and fast delivery via an efficient production, logistics and IT organisation.
  • Development and expansion of Systemair's own sales organisation. efficient and Systemair's consultants.
  • Good relationships with ventilation contractors, distributors and consultant
  • A highly diversified customer base reduces our vulnerability to fluctuations in the economy. A reduces our economy.
  • Early presence in growth markets.
  • Strategy of acquisition and establishment to expand market shares. of to expand

Miscellaneous

The information in this Interim Report is information that Systemair is required to disclose in accordance with the Swedish Securities Markets Act (lagen om värdepappersmarknaden) and/or the Swedish Financial Instruments Trading Act (lagen om handel med finansiella instrument). This information was submitted for publication at 8.00 a.m. on 30 November 2012.

The undersigned affirm that this six-month report provides a true and fair survey of the Parent Company's and the Group's operations, financial position and profits, as well as describing the material risks and uncertainty facing the Parent Company and the companies included in the Group.

Skinnskatteberg, 30 November 2012 Systemair AB (publ)

Gerald Engström Lars Hansson Chief Executive Officer Chairman

Hannu Paitula Göran Robertsson Director Director

Elisabeth Westberg Jürgen Zilling Director Director

Åke Henningsson Kevin Rowland Employee Representative Employee Representative

s month For further information, please contact: Gerald Engström, CEO, tel. +46-222 +46-70-519-0001, [email protected] Lars Hansson, Chairman, tel. +46 [email protected] CFO Glen Nilsson, tel. +46-222-44003 +46-70-654-4003, [email protected] further information, 222-44001 or -70-895-9002, 44003 or [email protected]

Systemair AB (publ)

Co. Reg. No. 556160-4108 SE-739 30 Skinnskatteberg, Sweden Tel. +46-222-44000 Fax +46-222-44099 [email protected] www.systemair.com. 739

Systemair in Brief

Systemair is a leading ventilation company with operations in 44 countries in Europe, North America, Sout East, Asia and South Africa. The Company had sales of SEK 4.0 billion in financial 2011/12 and currently employs about 3,300 people. Systemair has reported an operating profit every year since 1974, when the Company was founded. years, the Company's growth rate has averaged about 14 percent. company in countries Europe, South America, the Middle Company 4.0 financial 2011/12 employs about 3,300 ted an During the past 15

Systemair has well-established operations in growth markets. The Group's products are marketed VEAB and Fantech brands. Systemair shares have been quoted on the Mid Cap List of the OMX Nordic Exchange in Stockholm since October 2007. The Group comprises about 60 companies. Company's has established markets.products are under the Systemair, Frico, Systemair quoted onList Stockholm sinceGroup companies.

Auditors' review report

Introduction

We have reviewed the condensed interim financial information (interim report) for Systemair as per 31 October 2012 and the six-month reporting period ending on that date. The preparation and fair presentation of the interim report in IAS 34 and the Annual Accounts Act are the responsibility of the Board of Directors and the Chief Executive Officer. Our responsibility is to express our opinion of this interim report based on our review. have interim as 2012 the period The preparation accordance with

Emphasis and scope of the review

We conducted our review in accordance with the Standard on Review Engagements (SÖG) 2410 "Review of Interim Financial Information Performed by the Independent Auditors of the Entity". A review consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. The emphasis and scope of a review differ considerably from that of an audit in accordance with International Standards on Auditing Standards (ISA) other generally accepted auditing practices in Sweden. month ly IAS the Accounts the Directors Chief Officer. conducted in accordance on "Review of review consists inquiries, and accounting analytical review procedures. of audit in accordance with and

The procedures performed in a review do not enable us to obtain a level of assurance to become aware of all significant matters that could have been identified in an audit. As our opinion is based on a review, the that of an opinion expressed based on an audit. level of assurance is not as high as review all of not as

Opinion

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

Stockholm, 30 November 2012 Ernst & Young AB

Thomas Forslund Authorised Public Accountant

Consolidated Income Statement

2012 2011 2012 2011 2011/12 2011/12
Aug
–Oct
Aug–Oct May–Oct May–Oct Nov
–Oct
May-Apr
SEK m. 3 mths 3 mths 6 mths 6 mths trailing 12
trailing 12
12 mths
Net sales 1,215.7 1,026.6 2,306.6 1,931.4 4,372.1
4,372.1
3,996.9
Cost of goods sold -771.8 -624.9 -1,472.5 -1,198.5 -2,779.2
2,779.2
-2,505.2
Gross profit 443.9 401.7 834.1 732.9 1,592.9 1,491.7
Other operating income 14.1 9.8 27.9 28.1 55.6 55.9
Selling expenses -252.5 -222.2 -486.2 -429.9 -1,017.9
1,017.9
-961.6
Administration expenses -54.6 -49.2 -107.8 -95.6 -
-220.2
-208.0
Other operating expenses -10.0 -9.9 -28.5 -18.6 -68.1 -58.2
Operating profit 140.9 130.2 239.5 216.9 342.3 319.8
Net financial items -18.4 -5.8 -18.2 -13.4 -28.0 -23.2
Profit after financial items 122.5 124.4 221.3 203.5 314.3 296.6
Tax on profit for the period -33.6 -29.4 -59.4 -53.3 -87.2 -81.1
Profit for the period 88.9 95.0 161.9 150.2 227.1 215.5
Attributable to:
Parent Company shareholders 88.9 95.0 161.9 150.2 227.1 215.4
Shareholdings without
controlling interest 0.0 0.0 0.0 0.0 0.0 0.1
Earnings per share, SEK 1 1.71 1.83 3.11 2.89 4.37 4.14
Average number of shares 1 52,000,000 52,000,000 52,000,000 52,000,000 52,000,000
52,000,000
52,000,000

1 At present, Systemair does not have any option programme in operation and so no dilution effect is to be taken into account At present, Systemair does not in effect taken account.

Consolidated Statement of Comprehensive Income

2012
Aug
–Oct
3 mths
2011
Aug–Oct
3 mths
2012
May–Oct
6 mths
2011
May–Oct
6 mths
2011/12
Nov
–Oct
trailing 12
trailing 12
2011/12
May-Apr
12 mths
Profit for the period 88.9 95.0 161.9 150.2 227.1 215.5
Other comprehensive income,
net of tax
Translation differences, foreign
operations
29.5 -25.2 -40.3 7.2 -37.0 10.5
Hedging of net assets in foreign
operations, net of tax
-0.2 -2.4 -0.2 -3.7 -0.6 -4.1
Change in fair value of securities
held for sale
48.3 - 48.3 - 48.3 -
Other comprehensive income,
net of tax
77.6 -27.6 7.8 3.5 10.7 6.4
Total comprehensive income for
the period
166.5 67.4 169.7 153.7 237.8 221.9
Attributable to:
Parent Company shareholders 166.5 67.4 169.7 153.7 237.8 221.9
Shareholdings without
controlling interest
0.0 0.0 0.0 0.0 0.0 0.0

Consolidated Balance Sheet

SEK m. 31 Oct 2012 31 Oct 2011 30 Apr 2012
ASSETS
Goodwill 445.9 326.6 367.3
Other intangible assets 161.0 99.2 126.2
Property, plant and equipment 771.6 747.4 792.0
Financial and other assets 563.4 110.5 107.0
Total non-current assets 1,941.9 1,283.7 1,392.5
Inventory 778.9 692.4 767.3
Current receivables 1,018.5 882.1 848.4
Cash and cash equivalents 102.6 72.5 91.6
Total current assets 1,900.0 1,647.0 1,707.3
TOTAL ASSETS 3,841.9 2,930.7 3,099.8
EQUITY AND LIABILITIES
Equity 1,503.8 1,330.9 1,399.1
Non-current liabilities, provisions 151.5 104.7 132.2
Non-current liabilities, interest-bearing 531.0 174.6 185.4
Total non-current liabilities 682.5 279.3 317.6
Current liabilities, interest-bearing 793.8 651.2 681.4
Current liabilities, non-interest-bearing 861.8 669.3 701.7
Total current liabilities 1,655.6 1,320.5 1,383.1
TOTAL EQUITY AND LIABILITIES 3,841.9 2,930.7 3,099.8

Consolidated Cash Flow Statement

2012 2011 2012 2011 2011/12
Aug–Oct Aug–Oct May–Oct May
–Oct
May-Apr
SEK m. 3 mths 3 mths 6 mths 6 mths
mths
12 mths
Operating profit 140.9 130.2 239.5 216.9 319.8
Adjustment for non-cash items 41.3 23.2 75.3 39.7 98.0
Financial items -6.8 -6.0 -11.5 -10.9 -22.8
Income tax paid -16.4 -14.3 -32.0 -22.7 -57.5
Cash flow from operating activities before 159.0 133.1 271.3 223.0 337.5
changes in working capital
Changes in working capital -15.7 -38.2 -67.4 -75.8 -47.6
Cash flow from operating activities 143.3 94.9 203.9 147.2 289.9
Cash flow from investing activities -482.9 -23.2 -561.3 -131.6 -265.4
Cash flow from financing activities 354.3 -83.7 374.6 -20.6 -11.1
Cash flow for the period 14.7 -12.0 17.2 -5.0 13.4
Cash and cash equivalents at start of period 86.1 87.3 91.6 76.8 76.8
Translation differences, cash and cash equivalents 1.8 -2.8 -6.2 0.7 1.4
Cash and cash equivalents at close of period 102.6 72.5 102.6 72.5 91.6

Statement of Changes in Equity – Group

2012 2011
May–Oct May–Oct
SEK m. Equity
attributable to
Parent
Company
shareholders
Shareholdings
without
controlling
interest
Total
equity
Equity
attributable to
Parent
Company
shareholders
Shareholdings
without
controlling
interest
Total
equity
Amount at beginning of year 1,399.0 0.1 1,399.1 1,268.1 0.1 1,268.2
Dividend -65.0 - -65.0 -91.0 - -91.0
Comprehensive income 169.7 0.0 169.7 153.7 0.0 153.7
Amount at end of period 1,503.7 0.1 1,503.8 1,330.8 0.1 1,330.9

Key Ratios for the Group

2012
Aug–Oct
3 mths
2011
Aug–Oct
3 mths
2012
May–Oct
6 mths
2011
May
–Oct
6 mths
2011/12
May-Apr
12 mths
Net sales SEK m. 1,215.7 1,026.6 2,306.6 1,931.4 3,996.9
Growth % 18.4 10.5 19.4 10.6 15.3
Operating profit SEK m. 140.9 130.2 239.5 216.9 319.8
Operating margin % 11.6 12.7 10.4 11.2 8.0
Profit after net fin. items SEK m. 122.5 124.4 221.3 203.5 296.6
Profit margin % 10.1 12.1 9.6 10.5 7.4
Return on capital employed % 13.9 19.3 13.9 19.3 14.7
Return on equity % 15.9 21.5 15.9 21.5 15.7
Equity/assets ratio % 39.1 45.4 39.1 45.4 45.1
Investments SEK m. 482.8 25.1 561.2 139.7 265.4
Depreciation/Amortisation SEK m. 28.4 23.6 56.7 46.1 100.2
Per share ratios
Basic earnings per share SEK 1.71 1.83 3.11 2.89 4.14
Diluted earnings per share SEK 1.71 1.83 3.11 2.89 4.14
Basic equity per share SEK 28.92 25.59 28.92 25.59 26.90
Diluted equity per share SEK 28.92 25.59 28.92 25.59 26.90
Basic operating cash flow per share SEK 2.76 1.83 3.92 2.83 5.58
Diluted operating cash flow per share SEK 2.76 1.83 3.92 2.83 5.58
No. of shares at end of period No. 52,000,000 52,000,000 52,000,000 52,000,000 52,000,000

Quarterly Key Ratios – Group

2012/13
2011/12
2010/11
Aug-Oct May-Jul Feb-Apr Nov-Jan Aug-Oct Ma
May-Jul
Feb-Apr Nov-Jan Aug-Oct
Q2 Q1 Q4 Q3 Q2 Q1 Q4 Q3 Q2
Net sales SEK million 1,215.7 1,091.0 1,034.9 1,030.6 1,026.6 904.8 828.2 893.2 928.9
Growth % 18.4 20.6 25.0 15.4 10.5 10.7 3.4 11.8 12.1
Gross margin % 36.5 35.8 35.9 37.5 39.1 36.6 39.8 38.5 39.5
Operating profit SEK million 140.9 98.5 5.6 97.3 130.2 86.8 57.2 95.3 119.5
Operating margin % 11.6 9.0 0.5 9.4 12.7 9.6 6.9 10.7 12.9
Return on capital employed % 13.9 14.3 14.7 18.7 19.3 19.1 18.0 21.0 19.1
Return on equity % 15.9 16.8 15.7 18.9 21.5 20.9 22.3 24.5 20.0
Equity/assets ratio % 39.1 45.2 45.1 45.3 45.4 45.4 48.6 49.0 47.4
Basic equity per share SEK 28.92 26.97 26.90 27.02 25.59 26.05 24.39 24.05 23.12
Basic earnings per share SEK 1.71 1.40 -0.09 1.35 1.83 1.06 0.61 1.87 1.53

Parent Company Income Statement

2012
Aug–Oct
2011
Aug–Oct
2012
May–Oct
2011
May
–Oct
2011/12
May-Apr
SEK m. 3 mths 3 mths 6 mths 6 mths
mths
12 mths
Net sales 256.3 246.0 487.7 466.9 939.2
Cost of goods sold -190.0 -181.9 -368.2 -348.6
348.6
-701.5
Gross profit 66.3 64.1 119.5 118.3 237.7
Other operating income 9.6 4.6 19.3 16.8 31.8
Selling expenses -40.5 -38.6 -75.1 -
-71.2
-158.8
Administration expenses -15.7 -14.9 -29.5 -
-27.9
-59.9
Other operating expenses 1.5 -1.7 -4.9 -4.9 -5.6
Operating profit 21.2 13.5 29.3 31.1 45.2
Net financial items -9.6 14.7 123.7 190.3 133.0
Profit after financial items 11.6 28.2 153.0 221.4 178.2
Appropriations 1 5.1 -6.3 13.8 -8.1 -51.6
Pre-tax profit 16.7 21.9 166.8 213.3 126.6
Tax on profit for the period -4.7 -3.7 -9.8 -5.2 1.7
Profit for the period 12.0 18.2 157.0 208.1 128.3

1 Appropriations have been calculated pro rata for the accounting period.

Parent Company Balance Sheet

SEK m. 31 Oct 2012 31 Oct 2011 30 Apr 2012
ASSETS
Other intangible assets 4.4 4.1 5.6
Property, plant and equipment 104.6 111.6 106.7
Financial and other assets 1,897.1 1,246.8 1,425.2
Total non-current assets 2,006.1 1,362.5 1,537.5
Inventory 104.1 108.6 122.4
Current receivables 667.6 681.0 600.9
Cash and cash equivalents - - -
Total current assets 771.7 789.6 723.3
TOTAL ASSETS 2,777.8 2,152.1 2,260.8
EQUITY AND LIABILITIES
Equity 881.0 819.1 743.5
Untaxed reserves 78.8 106.2 92.7
Non-current liabilities, provisions 2.8 2.5 1.4
Non-current liabilities, interest-bearing 597.2 268.5 571.3
Total non-current liabilities 600.0 271.0 572.7
Current liabilities, interest-bearing 1,054.8 804.8 637.2
Current liabilities, non-interest-bearing 163.2 151.0 214.7
Total current liabilities 1,218.0 955.8 851.9
TOTAL EQUITY AND LIABILITIES 2,777.8 2,152.1 2,260.8

General accounting policies and principles

Systemair applies International Financial Reporting Standards (IFRS). This interim report was prepared for the Group in accordance with the Swedish Annual Accounts Act, the Swedish Financial Reporting Board's recommendation RFR 1 and IAS 34 Interim Financial Reporting, and for the Parent Company in accordance with the Swedish Annual Accounts Act and RFR 2. The accounting policies and methods of calculation applied for the Group and Parent Company accord with those used in preparing the most recent Annual Re improvements adopted by the EU for implementation from 1 May 2012, inclusive, have affected the Group in any way. al Report. None of the new or revised standards, interpretations or Standards This the accordance Swedish Board's RFR al Reporting, for accordance the 2. accounting applied Group Company port. of standards, orEU from have affected Group any way.

Note 1 - Acquisition analysis

The price paid to acquire 100% of the shares in HSK and hares Change Air may provisionally be broken down as follows: ay be broken

Total historical cost, less costs of acquisition SEK 138.6 million

Identified net assets HSK Change Air Total
Goodwill 71.1 21.3 92.4
Brands and customer relationships 30.1 20.9 51.1
Machinery and equipment 3.5 3.5 7.0
Financial and other assets - 0.8 0.8
Inventory 16.4 14.5 30.9
Other current assets 40.5 17.9 58.4
Cash and cash equivalents 2.5 - 2.5
Non-interest-bearing liabilities (incl. deferred tax liability)
bearing
-5.3 -5.2 -10.5
Interest-bearing liabilities -18.9 -15.0 -34.0
Other operating liabilities -52.6 -7.4 -60.0
87.3 51.3 138.6

Costs related to acquisition of subsidiaries amounted to osts SEK 1.9 million.

The total cash-flow effect from the acquisitions, including acquisitions, totalled SEK -112.0 million. flow additional purchase considerations paid for prior years' purchase years'

Brands and customer relationships have been stated at the net present value of future cash flows. The useful life of these assets has been estimated at 10 years. and the present future life attributable acquired, effects

The goodwill upon acquisition is attributable to the strong market position of the company acquired, synergy effects expected to emerge after the acquisition and the company's estimated future earning capacity. to after and

Definitions of key ratios

Operating profit (EBIT)

Earnings before financial items and tax.

Growth

Growth is defined as the change in net sales, relative to net sales for the preceding period.

Operating margin

Operating profit divided by net sales.

Profit margin

Profit after financial items divided by net sales.

Return on capital employed

Profit after financial income, for the trailing 12 months (TTM), divided by average capital employed.

Capital employed

Total assets less non-interest-bearing liabilities.

Return on equity

Profit after tax before non-controlling interest, for the trailing 12 months (TTM), divided by average non-controlling interest. ncial bearing controlling full-time equivalents. after financial 12 the months (TTM), by equity excluding

Number of employees

Number of employees at the end of the accounting period. New employees, appointments termina employees and paid overtime are converted into full employees, terminated, part-time

Earnings per share

Profit for the period attributable to Parent Company shareholders, divided by the average number of shares during the period. for by during the number the period.

Operating cash flow per share

Cash flow from operating activities for the period, divided by the average number of shares during the period.

Equity/assets ratio

Adjusted equity divided by total assets.

Equity per share

Equity divided by the number of shares at the end of the p period.

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