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Volati — Interim / Quarterly Report 2018
Nov 6, 2018
2991_10-q_2018-11-06_a44fe7eb-45b3-4de8-abef-680bec5c721f.pdf
Interim / Quarterly Report
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Interim Report January–September 2018
"All key figures developed very satisfactorily. Q3 brought 20 percent growth in sales, while EBITA increased by 29 percent"
Mårten Andersson, CEO
Interim Report January–September 2018
Q3 July–September 2018
- Net sales increased by 20 percent to SEK 1,470 (1,224)
- EBITA increased by 29 percent to SEK 123m (96).
- Organic EBITA growth was 0 percent.
- Profit after tax increased by 41 percent to SEK 74m (53)
- Earnings per common share after deduction of preference share dividends increased by 60 percent to SEK 0.72 (0.45)
Period January–September 2018
- Net sales increased by 50 percent to SEK 4,252 (2,839)
- EBITA increased by 10 percent to SEK 259m (235).
- Organic EBITA growth was -1 percent.
- Profit after tax increased by 3 percent to SEK 153m (149)
- Earnings per common share after deduction of preference share dividends increased by 4 percent to SEK 1.28 (1.24)
Events after the reporting period
The Nomination Committee for the 2019 Annual General Meeting has been appointed during October, where the three largest shareholders are represented. The Committee consists of Carin Wahlén (chair), representing Patrik Wahlén, Karl Perlhagen representing himself and Jannis Kitsakis representing the Fourth Swedish National Pension Fund.
Key figures
| SEK m | Jul–Sep 2018 |
Jul–Sep 2017 |
Jan-Sep 2018 |
Jan-Sep 2017 |
LTM | Full year 2017 |
|---|---|---|---|---|---|---|
| Net sales | 1,470 | 1,224 | 4,252 | 2,839 | 5,770 | 4,356 |
| EBITDA | 152 | 119 | 343 | 293 | 508 | 459 |
| EBITA | 123 | 96 | 259 | 235 | 401 | 377 |
| Organic EBITA growth, % | 0 | -15 | -1 | -14 | -12 | -18 |
| EBIT | 110 | 87 | 219 | 217 | 348 | 345 |
| Profit after tax | 74 | 53 | 153 | 149 | 245 | 241 |
| Net debt/Adjusted EBITDA, x | 2.1 | 1.2 | 2.1 | 1.2 | 2.1 | 1.2 |
| Cash conversion, LTM, % | 88 | 79 | 88 | 79 | 88 | 112 |
| Earnings per common share, SEK | 0.72 | 0.45 | 1.28 | 1.24 | 2.23 | 2.19 |
| Equity per common share, SEK | 20.57 | 18.02 | 20.57 | 18.02 | 20.57 | 19.11 |
| Return on adjusted equity, LTM, % | 11 | 9 | 11 | 9 | 11 | 12 |
| No. of common shares outstanding | 80,406,571 | 80,406,571 | 80,406,571 | 80,406,571 | 80,406,571 | 80,406,571 |
| No. of preference shares outstanding | 1,603,774 | 1,603,774 | 1,603,774 | 1,603,774 | 1,603,774 | 1,603,774 |
Growth in sales and earnings
All key figures developed in the right direction and we showed strong growth in both sales and EBITA.
Net sales for Q3 increased by 20 percent to SEK 1,470m compared with the same quarter the previous year. EBITA increased by 29 percent during the quarter and amounted to over SEK 400m on a rolling twelve-month basis. It is also satisfying to report 60 percent growth in earnings per common share as we now start to obtain leverage from our strong balance sheet, enabling growth through acquisitions.
Good development in all business areas
Behind the strong figures is positive development for all business areas. The Trading business area showed growth in both sales and earnings during Q3. The Trading business area's operations are mainly concentrated on hardware, building and garden products. These are market segments that have had weather-related challenges during the year due to the cold start and the subsequent record-hot summer. I see it as testament to our strength that despite this, we have shown good results during the quarter.
The Consumer business area developed in line with our expectations and reported earnings growth in Q3. All underlying operations within the Industry business area have developed well in terms of sales and earnings. Continuing high efficiency and strong market positions in the operations are the main reasons for this. I would also like to welcome S:t Eriks into the Volati family. The company is consolidated in the Industry business area with effect from September and we
"Behind the strong figures is positive development for all business areas."
Mårten Andersson, CEO Volati
look forward to continuing to develop S:t Eriks together with management.
Exciting business development work is in progress in the Akademibokhandeln business area, with a focus on efficiency and profitability. Industry statistics from the Swedish Booksellers Association show that book sales (both physical and digital) increased by over six percent in the Swedish market during the first half of 2018. I am very pleased with the progress made by Akademibokhandeln in grasping the growing market's opportunities by being active in all channels and formats.
Well positioned for continuing value creation
We have a strong balance sheet and generate good cash flows, which means that we can act when the right acquisition opportunity presents itself. However, we can see that the market's price expectations are highly inflated, particularly for somewhat larger acquisition candidates.
With the business area organisation in place, we are well positioned for the continuing process of creating long-term value in our existing operations. This is achieved by continuing to develop the operations and making complementary acquisitions.
Mårten Andersson, CEO
This is Volati
Volati acquires well-managed companies with strong cash flows at reasonable valuations, and develops them with a focus on long-term value creation. Acquiring companies that have stable and sustainable cash flows from the outset creates a stable base for operations. These cash flows can then be used for further acquisitions. Through active long-term corporate development efforts, Volati creates favourable conditions for organic growth.
Net sales and EBITA trends
Since 2003, Volati has built an industrial group organised in four business areas: Trading, Consumer, Akademibokhandeln and Industry.
The figures above refer to the 12-month period between October 2017 and September 2018. Acquired operations are included from the acquisition closing date and are calculated net of central costs.
Consolidated financial trend
Net sales
The Group's net sales for Q3 amounted to SEK 1,470m (1,224), an increase of 20 percent compared with the same period the previous year. The increase is mainly attributable to acquisitions completed during the current and the previous year.
Net sales for the first nine months improved to SEK 4,252m (2,839), an increase of 50 percent compared with the same period the previous year. The increase is mainly attributable to acquisitions.
Earnings
EBITA for Q3 amounted to SEK 123m (96), an increase of 29 percent. The increase is mainly attributable to acquisitions completed during the current and the previous year.
EBITA for the first nine months increased to SEK 259m (235).
Profit after tax for Q3 increased to SEK 74m (53). Profit after tax attributable to owners of the Parent amounted to SEK 74m (52). Profit after tax attributable to non-controlling interests was SEK 1m (1). Earnings per common share after deduction of preference share dividends amounted to SEK 0.72 (0.45).
Profit after tax for the first nine months increased to SEK 153m (149). Tax expenses are affected by a positive one-time accounting effect of SEK 10m, as a result of the Group's deferred tax liability being remeasured to reflect the enacted Swedish tax rate reduction from 22 percent to 20.6 percent, and by an additional SEK 10m due to a remeasurement of acquired tax losses. Profit after tax attributable to owners of the Parent increased to SEK 151m (148). Profit after tax attributable to non-controlling interests was SEK 2m (1). Earnings per common share after deduction of preference share dividends amounted to SEK 1.28 (1.24).
Seasonal variations
Volati's business areas operate in several different sectors and markets, and the Group's seasonal variations are also affected by any acquisitions made during the financial year. Overall, the Group is affected by seasonal variations in terms of cash flow and earnings, with the fourth quarter generally having the strongest cash flow and earnings, and the first quarter the weakest. Volati's cash flow and earnings are also affected by the conditions in the business areas' respective markets. This means that Volati's operations, sales and earnings development is best monitored on a rolling twelve-month basis.
Cash flow
Cash flow from operating activities for Q3 amounted to SEK 134m (82). The change in cash flow is a normal seasonal variation for the Group, resulting from market conditions for the operations. Cash flow from operating activities for the last twelve months amounted to SEK 363m (475). The cash conversion rate for the last twelve months was 88 percent (112). Operating investments in noncurrent assets for the quarter amounted to SEK 14m (15) and were primarily related to business development investments in the form of IT systems and ongoing investments in machinery and equipment.
Cash conversion, % Equity and return on adjusted equity
Equity
11% Return on adjusted equity LTM Q3 2018
at 31 December 2017 to SEK 1,647m at 30 September 2018. The equity ratio at 30 September 2018 was 42 percent, compared with 47 percent at the end of 2017. The average return on adjusted equity for the last twelve months was 11 percent (12).
2.1x Net debt/ adjusted EBITDA Q3 2018
Net debt
The Group had net debt of SEK 1,190m at the end of Q3, compared with SEK 619m at 31 December 2017. The increase in net debt is due to acquisitions during the quarter. Total liabilities amounted to SEK 3,360m, compared with SEK 2,642m at 31 December 2017. Interest-bearing liabilities, including pension obligations, were SEK 1,363m at the end of Q3, compared with SEK 1,092m at 31 December 2017. At the end of Q3, the unutilised portion of the overdraft facility amounted to SEK 64m, the unutilised portion of the revolving credit facility was SEK 400m and cash & cash equivalents totalled SEK 141m.
Total equity for the Group amounted to SEK 2,482m (2,365) at the end of the period. Equity
attributable to owners of the Parent, adjusted for preference share capital, increased from SEK 1,524m
Net debt The Group had net debt of SEK 1,190m at the end of the quarter, with a net debt/adjusted EBITDA
ratio of 2.1x.
Acquisitions during and after the period
Acquisitions are a core element of Volati's strategy for creating long-term value growth, and the Company continuously evaluates both complementary acquisitions and acquisitions in entirely new business areas. It is Volati's assessment that there is a lower risk level for add-on acquisitions and acquisitions of business units than for acquisitions in new business areas, as in-depth industrial know-how and a recipient organisation are already in place in the acquiring company and business unit.
S:t Eriks
As already announced in the previous financial report, Volati signed an agreement on 17 July 2018 to acquire all shares in S:t Eriks Group AB, a leading manufacturer of concrete and natural stone products for infrastructure, paving, roofing and water & sewage systems. S:t Eriks is consolidated in the financial statements with effect from 1 September 2018 and is now a new business unit within the Industry business area. The company has 413 employees and is headquartered in Staffanstorp. For the full year 2017, net sales amounted to SEK 1,038m, with EBITDA of SEK 91m and EBITA of SEK 65m. The acquisition of S:t Eriks is expected to have a positive effect on Volati's results for 2018 and to contribute to an increase in return on equity.
Acquisition multiples per acquisition
The weighted average acquisition multiple since Volati's establishment is 5.9x. (Enterprise value/EBITDA). The diagram above shows the acquisition multiples for each acquisition with an Enterprise value in excess of SEK 10m.
Volati's business areas
Volati's net sales and earnings by business area
The diagrams refer to the 12-month period between 1 October 2017 and 30 September 2018. Acquired operations are included from the acquisition closing date and are calculated net of central costs.
Trading
| Jul–Sep 2018 |
Jul–Sep 2017 |
Jan-Sep 2018 |
Jan-Sep 2017 |
LTM | Full year 2017 |
|
|---|---|---|---|---|---|---|
| Net sales, SEK m | 524 | 394 | 1,598 | 1,162 | 2,051 | 1,615 |
| Organic net sales growth, % | -2 | -3 | -4 | -2 | -3 | -2 |
| EBITDA, SEK m | 59 | 45 | 140 | 106 | 169 | 136 |
| EBITA, SEK m | 54 | 42 | 126 | 99 | 153 | 125 |
| EBITA margin, % | 10 | 11 | 8 | 9 | 7 | 8 |
| EBIT, SEK m | 51 | 40 | 118 | 95 | 143 | 119 |
| ROCE excl. goodwill, % | 36 | 36 | 36 | 36 | 36 | 35 |
The Trading business area's operations are mainly concentrated on providing products in hardware and construction, home and garden, packaging, agriculture and forestry through retailers, retail chains, e-commerce channels and directly to customers. The business units in Trading have similar business models and customers, and are integrated through a number of functions and areas of cooperation such as logistics and IT systems, finance and other administrative functions. The customer base shared between the business units enables cross sales, cooperation between sales personnel and the opportunity to offer integrated customer solutions.
During the third quarter, Trading was positively affected by the acquisition of T-Emballage, completed at the end of 2017. Operations developed positively at the end of the quarter, however, development early on in the quarter was a little weaker due to the warm weather in Sweden during summer.
Consumer
| Jul–Sep 2018 |
Jul–Sep 2017 |
Jan-Sep 2018 |
Jan-Sep 2017 |
LTM | Full year 2017 |
|
|---|---|---|---|---|---|---|
| Net sales, SEK m | 214 | 222 | 702 | 725 | 942 | 966 |
| Organic net sales growth, % | -6 | 1 | -4 | 2 | -3 | 1 |
| EBITDA, SEK m | 35 | 33 | 111 | 124 | 154 | 167 |
| EBITA, SEK m | 27 | 25 | 86 | 99 | 120 | 134 |
| EBITA margin, % | 13 | 11 | 12 | 14 | 13 | 14 |
| EBIT, SEK m | 24 | 22 | 77 | 91 | 109 | 123 |
| ROCE excl. goodwill, % | 237 | 220 | 237 | 220 | 237 | 206 |
The Consumer business area's operations are focused on various B2C niches and are driven by strong local entrepreneurship. All of the businesses have large customer databases, which create opportunities to collaborate, and are included in central initiatives to develop operations. Such areas include digitalisation and e-commerce as well as tools to create deeper customer relationships and increased customer loyalty.
The Consumer business area showed positive profitability growth during Q3. Activities to increase operational efficiency are being carried out on a continuous basis and the long-term strategic focus for the operations that face challenges is proceeding according to plan.
Akademibokhandeln
| Jul–Sep 2018 |
Jul–Sep 2017 |
Jan-Sep 2018 |
Jan-Sep 2017* |
LTM | Jul-Dec 2017** |
|
|---|---|---|---|---|---|---|
| Net sales, SEK m | 398 | 402 | 1,150 | 1,154 | 1,776 | 1,029 |
| Organic net sales growth, % | -1 | - | - | - | - | - |
| EBITDA, SEK m | 19 | 22 | -9 | 10 | 85 | 116 |
| EBITA, SEK m | 12 | 17 | -30 | -7 | 58 | 105 |
| EBITA margin, % | 3 | 4 | -3 | -1 | 3 | 10 |
| EBIT, SEK m | 6 | 12 | -47 | -24 | 33 | 93 |
| ROCE excl. goodwill, % | 79 | - | 79 | - | 79 | - |
* As Akademibokhandeln was acquired in July 2017, no restated comparative figures are available. In this column, the company's historical financial performance, to enable comparison with the outcome, has been stated as if the company had been owned since 1 January 2017.
** Financial performance since its acquisition by Volati in July 2017.
The Akademibokhandeln business area is the market-leading book retailer in Sweden with a strong offering in all product and delivery formats. With stores nationwide, and online sales under the Akademibokhandeln and Bokus brands, the company operates modern and profitable sales channels focused on consumers, companies and the public sector.
The Akademibokhandeln business area showed a decline in earnings for Q3, due to a higher cost level as a result of market-related investments. The investments in Akademibokhandeln are aimed at driving the shift towards increased e-commerce and exploiting the potential of the company's strong customer club of 1.8 million customers. The measures taken to increase efficiency and reduce costs, thereby improving the profitability of operations are proceeding according to plan.
Industry
| Jul–Sep 2018 |
Jul–Sep 2017 |
Jan-Sep 2018 |
Jan-Sep 2017 |
LTM | Full year 2017 |
|
|---|---|---|---|---|---|---|
| Net sales, SEK m | 334 | 205 | 804 | 550 | 1,001 | 747 |
| Organic net sales growth, % | 8 | -5 | 23 | -12 | 24 | -6 |
| EBITDA, SEK m | 53 | 37 | 137 | 86 | 156 | 106 |
| EBITA, SEK m | 44 | 31 | 114 | 66 | 127 | 79 |
| EBITA margin, % | 13 | 15 | 14 | 12 | 13 | 11 |
| EBIT, SEK m | 43 | 30 | 112 | 65 | 124 | 77 |
| ROCE excl. goodwill, % | 51 | 53 | 51 | 53 | 51 | 46 |
The Industry business area's operations are focused on B2B niches and are driven by strong local entrepreneurship in combination with cooperation in selected areas. The units cooperate and exchange experience in areas such as acquisitions, expansion into new markets and production efficiency.
During Q3, the Industry business area showed strong growth, driven by the acquisition of S:t Eriks and good development for existing operations, both in terms of sales and profitability. High operational efficiency and a continuation of favourable market conditions for the business area's operations were the main reasons for this.
Head Office
Head Office comprises the central costs in the Parent Company Volati AB and associated operations including the acquisition costs or other non-operational items arising in the Group. EBITA for Q3 was SEK -14m (-19).
Other information
Share capital
Volati has two classes of shares, common shares and preference shares, which are listed on Nasdaq Stockholm under the tickers VOLO and VOLO PREF. The number of shareholders at the end of Q3 was 6,675.
The number of common shares outstanding was 80,406,571 and the number of preference shares outstanding was 1,603,774 at the end of Q3. Share capital amounted to SEK 10m at 30 September 2018. In addition, Volati has issued 4,174,570 warrants to a former senior executive, which carry entitlement to subscription for 834,914 common shares.
Nomination Committee
The Nomination Committee for the 2019 Annual General Meeting has been appointed during October and the three largest shareholders are represented. The Committee consists of Carin Wahlén (chair), representing Patrik Wahlén, Karl Perlhagen representing himself and Jannis Kitsakis representing the Fourth Swedish National Pension Fund.
Related-party transactions
The acquisition of S:t Eriks resulted in a new contractual relationship whereby a Volati Board member has a related-party position. In view of this, the Board member has not participated in the preparation of this contractual agreement.
No other significant related-party transactions have occurred in addition to what is stated in the Annual Report for 2017 or previous interim reports for this year. All related-party transactions have been conducted at market conditions.
Events after the end of the reporting period
No significant events other than the appointment of the Nomination Committee have occurred after the end of the reporting period.
Financial calendar
- 2018 Year-end Report 21 February 2019
- Interim Report, Jan-Mar 2019 24 April 2019
- 2019 Annual General Meeting 25 April 2019
- Interim Report, Jan-Jun 2019 16 August 2019
- Interim Report, Jan-Sep 2019 24 October 2019
- 2019 Year-end Report 20 February 2020
Declaration by the Board of Directors
The Board of Directors and the CEO hereby certify that this interim report provides a fair overview of the Parent Company's and the Group's operations, financial position and performance and describes material risks and uncertainties faced by the Parent Company and Group companies.
Volati AB (publ) The Board of Directors and CEO Stockholm, 6 November 2018
Patrik Wahlén Chairman of the Board Karl Perlhagen Board Member
Björn Garat Board Member
Anna-Karin Celsing Board Member
Christina Tillman
Board Member
Magnus Sundström Board Member
Mårten Andersson CEO
Louise Nicolin Board Member
This interim report has been reviewed by the Company's auditors. See the Auditors' Review Report on page 30.
This information is information that Volati AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation (MAR). The information was submitted for publication, through the agency of the contact persons set out below, at 7.45 a.m. (CEST) on 6 November 2018.
Conference call
CEO Mårten Andersson and CFO Mattias Björk will present the interim report in a conference call on 6 November at 9.00. The presentation will be conducted in Swedish. Phone number to access the conference call: +46 (0)8-566 426 65. For a webcast of the conference call, go to www.volati.se.
For more information, please contact:
Mårten Andersson, CEO, +46 (0)72-735 42 84, [email protected] Mattias Björk, CFO, +46 (0)70-610 80 89, [email protected]
Volati AB (publ)
Corporate reg. no. 556555-4317 Engelbrektsplan 1, SE-114 34 Stockholm Tel: +46 8-21 68 40 www.volati.se
Financial targets
Volati's overall objective is to generate long-term value growth by building an industrial group of profitable companies with solid cash flows and the capacity for continuous development. Volati has established the following financial targets, which should be evaluated as a whole.
Earnings growth
Adjusted EBITA of SEK 700m by the end of 2019. Average annual organic EBITA growth of 5 percent.
At the end of Q3, adjusted EBITA for the last twelve months was SEK 439m. Organic EBITA growth has averaged 8 percent annually between 2013 and 2017.
Adjusted EBITA, SEK m
Cash conversion, %
2,3
2,8
1190 2,4
Cash conversion
Annual cash conversion of at least 85 percent.
Long-term target: Net debt/Adjusted EBITDA ratio (LTM) of less than 3.0x. At the end of Q3, net debt/adjusted EBITDA was 2.1x.
At the end of Q3, cash conversion for the last twelve months was 88 percent.
Average cash conversion between 2013 and 2017 was 89 percent.
Return on adjusted equity Long-term target: Return on adjusted equity (calculated as average equity
over the last four quarters) of at least 20 percent. At the end of Q3, the return on adjusted equity was 11 percent.
Dividend policy
To distribute a dividend of 10–30 percent of net earnings attributable to the Parent Company's shareholders, after taking into consideration future acquisition potential, development potential in existing companies, the financial position and other material factors.
The dividend for 2017 amounted to SEK 0.50 per common share, which corresponds to 17 percent of net profit attributable to the Parent Company's shareholders for the 2017 financial year. Dividends on preference shares are issued at an annual amount of SEK 40.00 per preference share, through quarterly payments of SEK 10.00.
Dividend 2017 SEK 0.50 per share
Financial Statements
Consolidated income statement
| SEK m | Jul-Sep 2018 |
Jul-Sep 2017 |
Jan-Sep 2018 |
Jan-Sep 2017 |
LTM | Full year 2017 |
|---|---|---|---|---|---|---|
| Operating revenue | ||||||
| Net sales | 1,470 | 1,224 | 4,252 | 2,839 | 5,770 | 4,356 |
| Operating expenses | ||||||
| Raw materials and supplies | -830 | -651 | -2,378 | -1,404 | -3,202 | -2,228 |
| Other external costs | -202 | -203 | -631 | -470 | -844 | -684 |
| Personnel expenses | -292 | -253 | -909 | -669 | -1,223 | -983 |
| Other operating income | 6 | 3 | 14 | 5 | 17 | 7 |
| Other operating expenses | 0 | -2 | -7 | -7 | -8 | -9 |
| EBITDA | 152 | 119 | 343 | 293 | 508 | 459 |
| Depreciation/amortisation | -29 | -23 | -83 | -58 | -107 | -82 |
| EBITA | 123 | 96 | 259 | 235 | 401 | 377 |
| Acquisition-related amortisation | -13 | -9 | -36 | -18 | -49 | -31 |
| Goodwill impairment | - | - | -4 | - | -4 | - |
| EBIT | 110 | 87 | 219 | 217 | 348 | 345 |
| Finance income and costs | ||||||
| Finance income | 3 | 1 | 15 | 6 | 17 | 8 |
| Finance costs | -17 | -16 | -59 | -29 | -80 | -49 |
| Profit before tax | 96 | 72 | 175 | 195 | 285 | 305 |
| Tax | -22 | -19 | -22 | -46 | -40 | -63 |
| Net profit | 74 | 53 | 153 | 149 | 245 | 241 |
| Attributable to: | ||||||
| Owners of the Parent | 74 | 52 | 151 | 148 | 243 | 240 |
| Non-controlling interests | 1 | 1 | 2 | 1 | 2 | 1 |
| Earnings per common share, SEK | 0.72 | 0.45 | 1.28 | 1.24 | 2.23 | 2.19 |
| Diluted earnings per common share, SEK | 0.72 | 0.45 | 1.28 | 1.23 | 2.22 | 2.17 |
| No. of common shares | 80,406,571 | 80,406,571 | 80,406,571 | 80,406,571 | 80,406,571 | 80,406,571 |
| No. of common shares after full dilution | 81,241,485 | 81,241,485 | 81,241,485 | 81,241,485 | 81,241,485 | 81,241,485 |
| Average no. of common shares | 80,406,571 | 80,406,571 | 80,406,571 | 80,406,571 | 80,406,571 | 80,406,571 |
| Average no. of common shares after dilution | 80,594,347 | 80,834,047 | 80,594,347 | 80,834,047 | 80,594,347 | 80,838,878 |
| No. of preference shares | 1,603,774 | 1,603,774 | 1,603,774 | 1,603,774 | 1,603,774 | 1,603,774 |
| Preference share dividend, SEK | 10.00 | 10.00 | 30.00 | 30.00 | 40.00 | 40.00 |
Consolidated statement of comprehensive income
| Jul-Sep | Jul-Sep | Jan-Sep | Jan-Sep | Full year | ||
|---|---|---|---|---|---|---|
| SEK m Net profit |
2018 74 |
2017 53 |
2018 153 |
2017 149 |
LTM 245 |
2017 241 |
| Other comprehensive income Items that will not be reclassified to profit or loss |
||||||
| Remeasurement of net pension obligations | 0 | 0 | 0 | 0 | 0 | 0 |
| Deferred tax on remeasured net pension | ||||||
| obligations | 0 | 0 | 0 | 0 | 0 | 0 |
| Total Items that may be reclassified subsequently to profit or loss |
0 | 0 | 0 | 0 | 0 | 0 |
| Translation differences for the period | -7 | 7 | 42 | -15 | 38 | -19 |
| Total | -7 | 7 | 42 | -15 | 38 | -19 |
| Total comprehensive income for the period | 67 | 60 | 195 | 134 | 283 | 222 |
| Total comprehensive income attributable to: | ||||||
| Owners of the Parent | 66 | 59 | 193 | 133 | 280 | 221 |
| Non-controlling interests | 1 | 1 | 2 | 1 | 2 | 1 |
Key figures2)
| SEK m | Jul-Sep 2018 |
Jul-Sep 2017 |
Jan-Sep 2018 |
Jan-Sep 2017 |
LTM | Full year 2017 |
|---|---|---|---|---|---|---|
| Net sales, SEK m | 1,470 | 1,224 | 4,252 | 2,839 | 5,770 | 4,356 |
| Net sales growth, % | 20 | 46 | 50 | 17 | 59 | 36 |
| Organic net sales growth, % | -2 | -3 | 2 | -4 | 3 | -2 |
| EBITDA, SEK m | 152 | 119 | 343 | 293 | 508 | 459 |
| Adjusted EBITDA, SEK m | 156 | 128 | 571 | 499 | 571 | 511 |
| EBITA, SEK m | 123 | 96 | 259 | 235 | 401 | 377 |
| EBITA margin, % | 8 | 8 | 6 | 8 | 7 | 9 |
| EBITA growth, % | 29 | 6 | 10 | -4 | 30 | 18 |
| Adjusted EBITA, LTM, SEK m | 122 | 105 | 439 | 407 | 439 | 415 |
| EBITA excl. central costs and items affecting comparability, SEK m |
137 | 114 | 296 | 281 | 458 | 443 |
| Organic EBITA growth, % | 0 | -15 | -1 | -14 | -12 | -18 |
| EBIT, SEK m | 110 | 87 | 219 | 217 | 348 | 345 |
| Profit after tax | 74 | 53 | 153 | 149 | 245 | 241 |
| Basic earnings per common share, SEK | 0.72 | 0.45 | 1.28 | 1.24 | 2.23 | 2.19 |
| Diluted earnings per common share, SEK1) | 0.72 | 0.45 | 1.28 | 1.23 | 2.22 | 2.17 |
| Equity per common share, SEK | 20.57 | 18.02 | 20.57 | 18.02 | 20.57 | 19.11 |
| Return on equity, % | 10 | 9 | 10 | 9 | 10 | 11 |
| Return on adjusted equity, % | 11 | 9 | 11 | 9 | 11 | 12 |
| Equity ratio, % | 42 | 53 | 42 | 53 | 42 | 47 |
| Cash conversion, LTM, % | 88 | 79 | 88 | 79 | 88 | 112 |
| Adjusted cash conversion, LTM, % | 88 | 84 | 88 | 84 | 88 | 116 |
| Operating cash flow, SEK m | 152 | 97 | 93 | 162 | 445 | 513 |
| Adjusted operating cash flow, SEK m | 152 | 98 | 93 | 181 | 446 | 534 |
| Net debt/EBITDA, x | 2.1 | 1.2 | 2.1 | 1.2 | 2.1 | 1.2 |
| No. of employees | 2,143 | 1,676 | 2,143 | 1,676 | 2,143 | 1,871 |
| No. of common shares outstanding | 80,406,571 | 80,406,571 | 80,406,571 | 80,406,571 | 80,406,571 | 80,406,571 |
| No. of common shares outstanding after dilution | 81,241,485 | 81,241,485 | 81,241,485 | 81,241,485 | 81,241,485 | 81,241,485 |
| Average no. of common shares outstanding | 80,406,571 | 80,406,571 | 80,406,571 | 80,406,571 | 80,406,571 | 80,406,571 |
| Average no. of common shares outstanding after dilution |
80,594,347 | 80,834,047 | 80,594,347 | 80,834,047 | 80,594,347 | 80,838,878 |
| No. of preference shares outstanding | 1,603,774 | 1,603,774 | 1,603,774 | 1,603,774 | 1,603,774 | 1,603,774 |
1) When calculating earnings per common share, preference share dividends during the period of SEK 16.0m per quarter are deducted.
2) All performance measures, apart from net sales and earnings per share, are non-IFRS performance measures – see also the alternative performance measures section below.
Quarterly overview
| SEK m | Q3 2018 |
Q2 2018 |
Q1 2018 |
Q4 2017 |
Q3 2017 |
Q2 2017 |
Q1 2017 |
Q4 2016 |
Q3 2016 |
Q2 2016 |
|---|---|---|---|---|---|---|---|---|---|---|
| Operating revenue | ||||||||||
| Net sales | 1,470 | 1,428 | 1,355 | 1,517 | 1,224 | 872 | 744 | 780 | 839 | 927 |
| Operating expenses | ||||||||||
| Raw materials and supplies | -830 | -784 | -764 | -824 | -651 | -409 | -344 | -351 | -415 | -451 |
| Other external costs | -202 | -216 | -212 | -214 | -203 | -130 | -137 | -132 | -129 | -135 |
| Personnel expenses | -292 | -312 | -304 | -314 | -253 | -214 | -202 | -201 | -189 | -208 |
| Other operating income | 6 | 1 | 7 | 3 | 3 | 1 | 1 | -2 | 2 | 3 |
| Other operating expenses | 0 | -2 | -5 | -2 | -2 | -2 | -4 | -4 | -2 | 0 |
| EBITDA | 152 | 114 | 77 | 166 | 119 | 117 | 57 | 90 | 107 | 135 |
| Depreciation/amortisation | -29 | -28 | -26 | -24 | -23 | -18 | -17 | -17 | -17 | -17 |
| EBITA | 123 | 86 | 51 | 142 | 96 | 99 | 40 | 73 | 90 | 117 |
| Acquisition-related amortisation | -13 | -12 | -12 | -13 | -9 | -5 | -5 | -4 | -5 | -4 |
| Goodwill impairment | - | -4 | - | - | - | - | - | - | - | - |
| EBIT | 110 | 70 | 39 | 129 | 87 | 94 | 36 | 68 | 85 | 113 |
| Finance income and costs | ||||||||||
| Finance income | 3 | 10 | 3 | 2 | 1 | 2 | 3 | 3 | 5 | 7 |
| Finance costs | -17 | -24 | -18 | -20 | -16 | -7 | -6 | -17 | -18 | -17 |
| Profit before tax | 96 | 55 | 24 | 110 | 72 | 90 | 33 | 55 | 72 | 103 |
| Tax | -22 | 5 | -6 | -18 | -19 | -21 | -5 | -10 | -21 | -16 |
| Net profit | 74 | 61 | 18 | 93 | 53 | 68 | 28 | 45 | 51 | 86 |
| Attributable to: | ||||||||||
| Owners of the Parent | 74 | 60 | 18 | 92 | 52 | 68 | 28 | 45 | 49 | 85 |
| Non-controlling interests | 1 | 1 | 0 | 0 | 1 | 1 | 0 | 1 | 2 | 2 |
| Q3 | Q2 | Q1 | Q4 | Q3 | Q2 | Q1 | Q4 | Q3 | Q2 | |
| Net sales, SEK m | 2018 | 2018 | 2018 | 2017 | 2017 | 2017 | 2017 | 2016 | 2016 | 2016 |
| Trading | 524 | 607 | 468 | 453 | 394 | 428 | 339 | 372 | 405 | 419 |
| Industry | 334 | 257 | 213 | 197 | 205 | 190 | 155 | 163 | 214 | 255 |
| Akademibokhandeln Consumer |
398 214 |
315 249 |
436 238 |
627 241 |
402 222 |
- 253 |
- 249 |
- 244 |
- 219 |
- 253 |
| Internal eliminations | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Total net sales | 1,470 | 1,428 | 1,355 | 1,517 | 1,224 | 871 | 744 | 780 | 839 | 927 |
| EBITDA, SEK m | ||||||||||
| Trading | 59 | 58 | 23 | 29 | 45 | 45 | 16 | 25 | 40 | 51 |
| Industry | 53 | 45 | 38 | 19 | 37 | 30 | 19 | 32 | 54 | 54 |
| Akademibokhandeln | 19 | -27 | -1 | 94 | 22 | - | - | - | - | - |
| Consumer | 35 | 50 | 26 | 43 | 33 | 55 | 36 | 53 | 34 | 50 |
| Items affecting comparability | - | - | 0 | -7 | 1 | 1 | -3 | -11 | -12 | -7 |
| Central costs | -14 | -12 | -10 | -13 | -19 | -14 | -11 | -9 | -10 | -13 |
| Total EBITDA | 152 | 114 | 77 | 166 | 119 | 117 | 57 | 90 | 107 | 135 |
| EBITA, SEK m | ||||||||||
| Trading | 54 | 53 | 19 | 26 | 42 | 43 | 14 | 23 | 37 | 48 |
| Industry | 44 | 38 | 32 | 13 | 31 | 24 | 12 | 25 | 48 | 48 |
| Akademibokhandeln | 12 | -34 | -7 | 88 | 17 | - | - | - | - | - |
| Consumer | 27 | 41 | 17 | 35 | 25 | 46 | 28 | 45 | 27 | 42 |
| Items affecting comparability | - | - | - | -7 | 1 | 1 | -3 | -11 | -12 | -7 |
| Central costs | -14 | -12 | -10 | -13 | -19 | -15 | -11 | -9 | -10 | -13 |
| Total EBITA | 123 | 86 | 51 | 142 | 96 | 99 | 40 | 73 | 90 | 117 |
Condensed consolidated statement of financial position
| SEK m | 30 Sep 2018 |
30 Sep 2017 |
31 Dec 2017 |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Intangible assets | 3,200 | 2,693 | 2,934 |
| Property, plant & equipment | 397 | 205 | 241 |
| Financial assets | 7 | 8 | 10 |
| Deferred tax assets | 97 | 59 | 59 |
| Total non-current assets | 3,702 | 2,965 | 3,243 |
| Current assets | |||
| Inventories | 877 | 597 | 610 |
| Trade receivables | 755 | 435 | 455 |
| Tax assets | 111 | 88 | 58 |
| Other current receivables | 51 | 41 | 48 |
| Derivatives | 0 | - | 0 |
| Prepayments and accrued income | 204 | 129 | 154 |
| Cash & cash equivalents | 141 | 76 | 438 |
| Total current assets | 2,141 | 1,366 | 1,763 |
| Total assets | |||
| 5,843 | 4,331 | 5,006 | |
| EQUITY AND LIABILITIES | |||
| Equity | |||
| Share capital | 10 | 10 | 10 |
| Other paid-in capital | 1,995 | 1,995 | 1,995 |
| Other reserves | 57 | 20 | 16 |
| Retained earnings, incl. profit for the period | 413 | 239 | 331 |
| Non-controlling interests | 8 | 13 | 13 |
| Total equity | 2,482 | 2,277 | 2,365 |
| Liabilities | |||
| Non-current interest-bearing liabilities | 975 | 582 | 984 |
| Non-current non-interest-bearing liabilities | 230 | 89 | 98 |
| Pension obligations | 2 | 2 | 2 |
| Guarantee commitments | 11 | 6 | 6 |
| Deferred tax | 308 | 216 | 268 |
| Total non-current liabilities | 1,526 | 896 | 1,358 |
| Current interest-bearing liabilities | 386 | 111 | 106 |
| Advances from customers | 85 | 72 | 65 |
| Trade payables | 650 | 439 | 607 |
| Tax liabilities | 113 | 109 | 75 |
| Derivatives | 0 | 0 | 0 |
| Accruals and deferred income | 383 | 250 | 265 |
| Other current liabilities | 217 | 178 | 167 |
| Total current liabilities | |||
| Total liabilities | 1,834 3,360 |
1,159 2,054 |
1,284 2,642 |
| Total equity and liabilities | 5,843 | 4,331 | 5,006 |
Condensed consolidated cash flow statement
| SEK m | Jul-Sep 2018 |
Jul-Sep 2017 |
Jan-Sep 2018 |
Jan-Sep 2017 |
LTM | Full year 2017 |
|---|---|---|---|---|---|---|
| Operating activities | ||||||
| Profit before tax | 96 | 72 | 175 | 195 | 285 | 305 |
| Adjustment for non-cash items | 51 | 39 | 144 | 94 | 196 | 146 |
| Interest paid | -8 | -9 | -26 | -11 | -36 | -21 |
| Interest received | 1 | 0 | 2 | 1 | 2 | 1 |
| Income tax paid | -19 | -12 | -72 | -44 | -90 | -62 |
| Cash flow from operating activities | ||||||
| before changes in working capital | 120 | 90 | 223 | 234 | 358 | 369 |
| Cash flow from changes in working capital | ||||||
| Change in inventories | -34 | -17 | -42 | -60 | 0 | -18 |
| Change in operating receivables | 9 | -20 | -163 | -115 | -80 | -32 |
| Change in operating liabilities | 38 | 30 | 3 | 74 | 85 | 156 |
| Cash flow from changes in working capital | 13 | -7 | -201 | -101 | 5 | 106 |
| Cash flow from operating activities | 134 | 82 | 22 | 133 | 363 | 475 |
| Investing activities | ||||||
| Investments in property, plant & equipment and intangible assets |
-14 | -15 | -49 | -34 | -72 | -57 |
| Sale of property, plant & equipment and intangible assets |
0 | 1 | 1 | 4 | 3 | 6 |
| Investments in Group companies | -419 | -263 | -426 | -263 | -716 | -553 |
| Divestments of Group companies | - | 1 | - | 1 | - | 1 |
| Divestments of financial assets | - | - | 0 | - | 0 | - |
| Cash flow from investing activities | -432 | -276 | -473 | -292 | -785 | -603 |
| Financing activities | ||||||
| Dividend on preference shares | -16 | -16 | -48 | -48 | -64 | -64 |
| Dividend on ordinary shares | - | - | -41 | -41 | -41 | -41 |
| New share issue | - | -1 | - | -1 | - | -1 |
| Redemption of pension liability | - | - | - | - | -24 | -24 |
| Change in borrowings | 182 | -45 | 237 | -42 | 610 | 330 |
| Cash flow from financing activities | 166 | -62 | 149 | -132 | 481 | 200 |
| Cash flow for the period | -132 | -256 | -303 | -291 | 59 | 71 |
| Cash & cash equivalents at beginning of period | 275 | 332 | 438 | 371 | 76 | 371 |
| Exchange differences | -1 | 0 | 6 | -4 | 6 | -4 |
| Cash & cash equivalents at end of period | 141 | 76 | 141 | 76 | 141 | 438 |
Consolidated statement of changes in equity
| SEK m | Share capital | Other paid-in capital |
Other reserves |
Retained earnings incl. net profit |
Non-controlling interests |
Total equity |
|---|---|---|---|---|---|---|
| Closing balance, 31 Dec 2017 | 10 | 1,995 | 16 | 331 | 13 | 2,365 |
| IFRS 9 transition effect, net of tax 1) | - | - | - | 0 | 0 | 0 |
| Opening balance, 1 Jan 2018 | 10 | 1,995 | 16 | 331 | 13 | 2,364 |
| Net profit | - | - | - | 151 | 2 | 153 |
| Other comprehensive income | - | - | 41 | - | 1 | 42 |
| Comprehensive income for the period | - | - | 41 | 151 | 2 | 195 |
| Dividend | - | - | - | -105 | 0 | -105 |
| Remeasurement of NCI | - | - | - | 33 | - | 33 |
| Other owner transactions 2) | - | - | - | 3 | -8 | -5 |
| Closing balance, 30 Sep 2018 | 10 | 1,995 | 57 | 413 | 8 | 2,482 |
1) The net effect on equity after the transition to IFRS 9 was approx. SEK 0.5m.
2) See also Note 5.
Notes to consolidated financial statements
Note 1 Accounting policies
This interim report has been prepared in accordance with IAS 34 Interim Financial Reporting and the Swedish Annual Accounts Act. The accounting policies are consistent with those applied by the Group in the 2017 annual report. The Parent Company's interim report has been prepared in accordance with the Swedish Annual Accounts Act and RFR 2 Accounting for Legal Entities. Some figures in this report have been rounded, which means that certain tables do not always add up exactly. This applies where figures are stated in thousands, millions or billions. Pages 1-13 of this report are an integral part of the interim report.
New accounting policies for 2018 and 2019
IFRS 15 Revenue from Contracts with Customers and IFRS 9 Financial Instruments are effective from 1 January 2018. It can be confirmed that IFRS 15 does not have any impact on the consolidated financial statements other than the new standard's enhanced disclosure requirements. Volati has applied the transition to IFRS 9 prospectively and can confirm that the new standard has not had any material impact on the consolidated financial statements.
IFRS 16 Leases is effective from 1 January 2019 and requires assets and liabilities attributable to all leases, with some exceptions, to be recognised in the balance sheet. Implementation of the new lease standard (IFRS 16 Leases) will result in the majority of the Group's leases being reported in the balance sheet, as a distinction between operating and finance leases is no longer made. The Company will not use early adoption. Volati AB's covenants are calculated in accordance with existing accounting policies, and are therefore unaffected by IFRS 16. See also pages 100-101 of Volati's 2017 Annual Report for an indicative effect on the Group's financial position.
Note 2 Risks and uncertainties
A detailed description of the Group's material risks and uncertainties can be found in the 2017 Annual Report.
Note 3 Segment reporting
At the end of Q3, Volati consisted of four business areas: Trading, Industry, Akademibokhandeln and Consumer.
| Jul Sep |
Jul Sep |
Jan Sep |
Jan Sep |
Full year |
||
|---|---|---|---|---|---|---|
| Net sales, SEK m | 2018 | 2017 | 2018 | 2017 | LTM | 2017 |
| Trading | 524 | 394 | 1,598 | 1,162 | 2,051 | 1,615 |
| Industry | 334 | 205 | 804 | 550 | 1,001 | 747 |
| Akademibokhandeln | 398 | 402 | 1,150 | 402 | 1,776 | 1,029 |
| Consumer | 214 | 222 | 702 | 725 | 942 | 966 |
| Internal eliminations | 0 | - | -1 | 0 | -1 | 0 |
| Total net sales | 1,470 | 1,224 | 4,252 | 2,839 | 5,770 | 4,356 |
Sales between segments are not disclosed as they are considered immaterial.
| EBITDA, SEK m | Jul Sep 2018 |
Jul Sep 2017 |
Jan Sep 2018 |
Jan Sep 2017 |
LTM | Full year 2017 |
|---|---|---|---|---|---|---|
| Trading | 59 | 45 | 140 | 106 | 169 | 136 |
| Industry | 53 | 37 | 137 | 86 | 156 | 106 |
| Akademibokhandeln | 19 | 22 | -9 | 22 | 85 | 116 |
| Consumer | 35 | 33 | 111 | 124 | 154 | 167 |
| Items affecting comparability | - | 1 | - | -2 | -7 | -9 |
| Central costs | -14 | -19 | -36 | -44 | -49 | -57 |
| Total EBITDA | 152 | 119 | 343 | 293 | 508 | 459 |
| Jul-Sep | Jul-Sep | Jan-Sep | Jan-Sep | Full year | ||
|---|---|---|---|---|---|---|
| EBITA, SEK m | 2018 | 2017 | 2018 | 2017 | LTM | 2017 |
| Trading | 54 | 42 | 126 | 99 | 153 | 125 |
| Industry | 44 | 31 | 114 | 66 | 127 | 79 |
| Akademibokhandeln | 12 | 17 | -30 | 17 | 58 | 105 |
| Consumer | 27 | 25 | 86 | 99 | 120 | 134 |
| Items affecting comparability | - | 1 | - | -2 | -7 | -9 |
| Central costs | -14 | -19 | -36 | -45 | -49 | -58 |
| Total EBITA | 123 | 96 | 259 | 235 | 401 | 377 |
| Acquisition-related amortisation | -13 | -9 | -36 | -18 | -49 | -31 |
| Goodwill impairment | - | - | -4 | - | -4 | - |
| Net financial items | -14 | -15 | -44 | -22 | -62 | -40 |
| Profit before tax | 96 | 72 | 175 | 195 | 285 | 305 |
| EBIT, SEK m | Jul-Sep 2018 |
Jul-Sep 2017 |
Jan-Sep 2018 |
Jan-Sep 2017 |
LTM | Full year 2017 |
|---|---|---|---|---|---|---|
| Trading | 51 | 40 | 118 | 95 | 143 | 119 |
| Industry | 43 | 30 | 112 | 65 | 124 | 77 |
| Akademibokhandeln | 6 | 12 | -47 | 12 | 33 | 93 |
| Consumer | 24 | 22 | 77 | 91 | 109 | 123 |
| Goodwill impairment | - | - | -4 | - | -4 | - |
| Items affecting comparability | - | 1 | - | -2 | -7 | -9 |
| Central costs | -14 | -19 | -37 | -45 | -50 | -58 |
| Total EBIT | 110 | 87 | 219 | 217 | 348 | 345 |
Note 4 Acquisitions and divestments of companies and operations
During Q2, four percent of the shares in Volati 1 Holding AB were transferred to Ettikettoprintcom AB's CEO for a consideration of SEK 750 thousand. During Q2, a small holding company was acquired for a purchase price of SEK 6.8m. The acquisition affected Q3 EBITA by SEK -0.4m in transaction costs and net profit by SEK 9.7m. The positive contribution to net profit was due to this being a bargain purchase as a result of historical losses.
During Q3, five percent of the shares in Kellfri Holding AB were repurchased from the former CEO of Kellfri AB for a purchase price of SEK 4.6m. The total effect on the Group's equity including non-controlling interests amounted to SEK -4.9m.
S:t Eriks
As already announced in the previous financial report, Volati signed an agreement on 17 July 2018 to acquire all shares in S:t Eriks Group AB, a leading manufacturer of concrete and natural stone products for infrastructure, paving, roofing and water & sewage systems. S:t Eriks is a new business unit in the Industry business area, and has been consolidated in the Volati Group since 31 August. S:t Eriks is expected to contribute positively to Volati's cash flow and earnings per share for 2018.
The impact of the acquisition of S:t Eriks on the Volati Group's balance sheet is set out below. As the fair value calculation of assets and liabilities was not fully completed at the reporting date, this is based on a preliminary acquisition analysis.
| Impact of S:t Eriks on the balance sheet (SEK m) | 30 Sep 2018 |
|---|---|
| Intangible assets | 112 |
| Property, plant and equipment | 174 |
| Deferred tax asset | 10 |
| Inventories | 221 |
| Trade receivables | 145 |
| Other receivables | 41 |
| Cash & cash equivalents | 29 |
| Deferred tax liability | -51 |
| Other provisions | -5 |
| Non-current interest-bearing liabilities | -16 |
| Current interest-bearing liabilities | -437 |
| Current liabilities | -207 |
| Total | 16 |
| Goodwill | 160 |
| Acquisition value | 176 |
| Impact of S:t Eriks on the Groups cash & cash equivalents (SEK m) | |||||
|---|---|---|---|---|---|
| Purchase consideration for shares | -176 | ||||
| Deferred additional consideration | 35 | ||||
| Deferred fixed consideration | 129 | ||||
| Repaid liabilities at the acquisition date | -435 | ||||
| Cash & cash equivalents in the acquired company | |||||
| at the acquisition date | 29 | ||||
| Effect on the Group's cash & cash equivalents | -418 |
The deferred fixed consideration will be settled in December 2018. The deferred additional consideration is contingent on the future profitability of S:t Eriks and is payable if certain profitability criteria are met, in which case the amount will be settled no later than July 2020.
| Net sales | EBITDA | EBITA | EBIT | |||||
|---|---|---|---|---|---|---|---|---|
| The acquisition's impact on the balance sheet (SEK m) |
Jul-Sep 2018 |
Jan-Sep 2018 |
Jul-Sep 2018 |
Jan-Sep 2018 |
Jul-Sep 2018 |
Jan-Sep 2018 |
Jul-Sep 2018 |
Jan-Sep 2018 |
| S:t Eriks | 106 | 106 | 14 | 14 | 12 | 12 | 11 | 11 |
| The Volati Group | 106 | 106 | 14 | 14 | 12 | 12 | 11 | 11 |
S:t Eriks' contribution to the Group's income statement was as follows: sales for the quarter and the first nine months SEK 106m, EBITDA for the quarter and the first nine months SEK 14m, EBITA for the quarter and the first nine months SEK 12m and operating profit for the quarter and the first nine months SEK 11m. In addition, acquisition-related transaction costs had a negative effect of SEK 2m on the Group's earnings. If S:t Eriks had been consolidated with effect from 1 January 2018, contribution to the Group's income statement excluding transaction costs would have been as follows: sales for the period January-September 2018 SEK 795m, EBITDA for January-September 2018 SEK 44m, EBITA for January-September 2018 SEK 24m and operating profit for January-September 2018 SEK 18m. Goodwill of SEK 160m arising from the transactions is underpinned by several factors, which are largely attributable to the acquired companies' market shares.
Note 5 Alternative performance measures
The new guidelines from the European Securities and Markets Authority (ESMA) on alternative performance measures came into force with effect from the 2016 financial year. Volati is therefore publishing an explanation of how these performance measures should be used, together with definitions and comparisons between the alternative performance measures (APMs) and reporting in line with IFRS.
The financial reports published by Volati include the APMs, which supplement the metrics defined or specified in the applicable rules for financial reporting, such as revenue, profit or loss and earnings per share. APMs are specified when they, in their context, provide clearer or more in-depth data than those metrics defined in the applicable rules for financial reporting. The basis for APMs is that they are used by management to assess financial performance and can thus be considered to give analysts and other stakeholders valuable information.
Volati regularly uses APMs as a complement to the key metrics that comprise generally accepted accounting policies. The APMs derive from Volati's consolidated accounts and do not comprise measures of financial performance or liquidity in accordance with IFRS and, accordingly, should not be considered as alternatives to net income, operating profit or other key metrics that are derived pursuant to IFRS or as an alternative to cash flow as a measure of consolidated liquidity. The alternative performance measures are unchanged from those in the 2017 annual report.
Alternative performance measures
The following table sets out definitions for Volati's key figures. The calculation of APMs is presented separately below. The key figures are unchanged from those in the 2017 annual report.
| Non-IFRS APMs and key metrics | Description | Reason for use |
|---|---|---|
| Organic net sales growth | Calculated as net sales for the period, adjusted for total acquired and divested net sales and currency effects, compared with net sales for the same period the previous year, as if the relevant business units had been owned in the comparative period. |
This metric is used by management to monitor the underlying net sales growth in existing operations. |
| Adjusted net sales | Calculated as net sales for the last 12 months at the reporting date for the companies included in the Group at the reporting date, as if they had been owned for the last 12 months. |
Together with adjusted EBITA, adjusted net sales and adjusted EBITDA provide management and investors with a view of the size of the operations included in the Group at the reporting date. |
| EBITDA | Earnings before interest, taxes, depreciation and amortisation. |
Together with EBITA, EBITDA provides a view of the profit generated by operating activities. |
| Adjusted EBITDA | Calculated as EBITDA for the last 12 months for the companies included in the Group at the reporting date, as if they had been owned for the last 12 months, and adjusted for transaction-related costs, restructuring costs, remeasurement of additional consideration, capital gains/losses on the sale of operations and other income and expenses considered to be non-recurring. |
Together with adjusted net sales and adjusted EBITA, adjusted EBITDA provides management and investors with a view of the size of the operations included in the Group at the reporting date. |
| EBITA | Earnings before interest, taxes and amortisation. | Together with EBITDA, EBITA provides a view of the profit generated by operating activities. |
| Adjusted EBITA | Calculated as adjusted EBITDA less acquisition related amortisation for the last 12 months at the reporting date for the companies included in the Group at the reporting date, as if they had been owned for the last 12 months. |
Together with adjusted net sales and adjusted EBITDA, adjusted EBITA provides management and investors with a view of the size of the operations included in the Group at the reporting date. |
| EBITA excl. items affecting comparability |
Calculated as EBITA, adjusted for remeasurement of additional consideration, capital gains/losses on the sale of operations and properties, and other income considered to be non-recurring. |
Used by management to monitor the underlying earnings growth for the Group. |
| EBITA excl. central costs and items affecting comparability |
Calculated as EBITA, adjusted for central costs, remeasurement of additional consideration, capital gains/losses on the sale of operations and properties, and other income and expenses considered to be non-recurring. |
Used by management to monitor the underlying earnings growth for the operations in the Group. |
| Organic EBITA growth | Calculated as EBITA excluding central costs and items affecting comparability for the period, adjusted for total acquired and divested EBITA and currency effects, compared with EBITA excluding central costs and items affecting comparability for the same period the previous year, as if the relevant business units had been owned in the comparative period. |
Used by management to monitor the underlying earnings growth for existing operations. |
| Non-IFRS APMs and key metrics | Description | Reason for use |
|---|---|---|
| Return on equity | Net profit (including share attributable to non controlling interests) divided by average equity (including share attributable to non-controlling interests). |
Shows the return generated on the total capital invested in the Company by all shareholders. |
| Return on adjusted equity | Net profit (including share attributable to non controlling interests) less the preference share dividend divided by average equity for the last four quarters (including share attributable to non controlling interests) less the preference share capital. |
Shows the return generated on the common share capital invested in the Company by owners of common shares. |
| Return on capital employed (ROCE) |
EBITA excluding items affecting comparability for the last 12 months divided by average capital employed for the last 12 months. |
Shows the return on capital employed generated by each business area and the Group without taking into consideration acquisition-related intangible assets with indefinite useful lives. |
| Return on capital employed including goodwill (ROCE incl. GW) |
EBITA excluding items affecting comparability for the last 12 months divided by average capital employed including goodwill and other intangible assets with indefinite useful lives for the last 12 months. |
Shows the return on capital employed generated by each business area and the Group. |
| Equity ratio | Equity (including share attributable to non controlling interests) as a percentage of total assets. |
The metric can be used to assess financial risk. |
| Cash conversion | Calculated as operating cash flow for the last twelve months divided by EBITDA. |
Cash conversion is used by management to monitor how efficiently the Company is managing working capital and ongoing investments. |
| Adjusted cash conversion | Calculated as adjusted operating cash flow for the last twelve months divided by EBITDA. |
Adjusted cash conversion is used by management to monitor how efficiently the Company is managing working capital and normalised ongoing investments. |
| Operating cash flow | Calculated as EBITDA less the difference between investments in/divestments of property, plant & equipment and intangible assets, after adjustment for cash flow from changes in working capital. |
Operating cash flow is used by management to monitor cash flow generated by operating activities. |
| Adjusted operating cash flow | Calculated as operating cash flow excluding material investments of a non-recurring nature. |
Adjusted operating cash flow is used by management to monitor normalised cash flow generated by operating activities. |
| Net debt/Adjusted EBITDA | Net debt at the end of the period in relation to adjusted EBITDA for the period. |
The metric can be used to assess financial risk. |
Calculations of alternative performance measures are presented separately below.
| Jul-Sep 2018 |
Jul-Sep 2017 |
Jan-Sep 2018 |
Jan-Sep 2017 |
LTM | Full year 2017 |
|
|---|---|---|---|---|---|---|
| Calculation of organic net sales growth | ||||||
| Net sales | 1,470 | 1,224 | 4,252 | 2,839 | 5,770 | 4,356 |
| Acquired/divested net sales | -260 | -409 | -1,334 | -487 | -2,053 | -1,211 |
| Currency effects | -11 | 0 | -29 | -20 | 0 | -14 |
| Comparative figure for previous year | 1,199 | 815 | 2,890 | 2,332 | 3,716 | 3,132 |
| Organic net sales growth, % | -2 | -3 | 2 | -4 | 3 | -2 |
| EBITA excl. central costs and items affecting comparability |
||||||
| EBITA | 123 | 96 | 259 | 235 | 401 | 377 |
| Adjustment for items affecting comparability | - | -1 | - | 2 | 7 | 9 |
| EBITA excl. items affecting comparability | 123 | 95 | 259 | 236 | 408 | 385 |
| Adjustment for central costs | 14 | 19 | 36 | 45 | 49 | 58 |
| EBITA excl. central costs and items affecting comparability |
137 | 114 | 296 | 281 | 458 | 443 |
| Adjusted net sales | ||||||
| Net sales, LTM | 5,770 | 3,618 | 5,770 | 3,618 | 5,770 | 4,356 |
| Acquired companies | 992 | 1,401 | 992 | 1,401 | 992 | 1,291 |
| Adjusted net sales | 6,761 | 5,020 | 6,761 | 5,020 | 6,761 | 5,647 |
| Adjusted EBITA and EBITDA | ||||||
| EBITDA, LTM | 152 | 119 | 508 | 383 | 508 | 459 |
| Acquired companies | 3 | 0 | 52 | 104 | 52 | 42 |
| Restructuring costs | - | - | - | 0 | - | - |
| Transaction costs | 1 | 9 | 3 | 13 | 3 | 14 |
| Listing costs, common share | - | - | 0 | 6 | 0 | 0 |
| One-time payments | - | - | 7 | -13 | 7 | -5 |
| Additional consideration remeasurement | - | 0 | 0 | 6 | - | 1 |
| Adjusted EBITDA | 156 | 128 | 571 | 499 | 571 | 511 |
| Depreciation/amortisation | -29 | -23 | -107 | -76 | -107 | -82 |
| Depreciation/amortisation, acquired companies | -4 | - | -25 | -16 | -25 | -14 |
| Adjusted EBITA | 122 | 105 | 439 | 407 | 439 | 415 |
| Calculation of organic EBITA growth | ||||||
| EBITA | 123 | 96 | 259 | 235 | 401 | 377 |
| Adjustment for items affecting comparability | - | -1 | - | 2 | 7 | 9 |
| Adjustment for central costs | ||||||
| EBITA excl. central costs and items | 14 | 19 | 36 | 45 | 49 | 58 |
| affecting comparability | 137 | 114 | 296 | 281 | 458 | 443 |
| Total acquired/divested EBITA | -23 | -23 | -17 | -22 | -129 | -120 |
| Currency effects | 0 | 0 | -1 | -1 | - | -1 |
| Comparative figure for previous year | 115 | 92 | 278 | 258 | 329 | 323 |
| Organic EBITA growth, % | 0 | -15 | -1 | -14 | -12 | -18 |
| Jul-Sep 2018 |
Jul-Sep 2017 |
Jan-Sep 2018 |
Jan-Sep 2017 |
LTM | Full year 2017 |
|
|---|---|---|---|---|---|---|
| Basic earnings per common share | ||||||
| Net profit attributable to owners of the Parent | 74 | 52 | 151 | 148 | 243 | 240 |
| Deduction for preference share dividend | 16 | 16 | 48 | 48 | 64 | 64 |
| Net profit attributable to owners of the Parent, adjusted for preference share dividend |
58 | 36 | 103 | 100 | 179 | 176 |
| Average no. of common shares | 80,406,571 | 80,406,571 | 80,406,571 | 80,406 571 | 80,406,571 | 80,406,571 |
| Earnings per common share, SEK | 0.72 | 0.45 | 1.28 | 1.24 | 2.23 | 2.19 |
| Diluted earnings per common share | ||||||
| Net profit attributable to owners of the Parent, adjusted for preference share dividend |
58 | 36 | 103 | 100 | 179 | 176 |
| Average no. of common shares after dilution | 80,594,347 | 80,834,047 | 80,594,347 | 80,834 047 | 80,594,347 | 80,838,878 |
| Diluted earnings per common share, SEK | 0.72 | 0.45 | 1.28 | 1.23 | 2.22 | 2.17 |
| Equity per common share | ||||||
| Equity at end of period including non-controlling interests |
2,482 | 2,277 | 2,482 | 2,277 | 2,482 | 2,365 |
| Preference share capital | 828 | 828 | 828 | 828 | 828 | 828 |
| Equity at end of period including non-controlling interests, adjusted for preference share capital |
1,654 | 1,449 | 1,654 | 1,449 | 1,654 | 1,537 |
| No. of common shares outstanding at end of period |
80,406,571 | 80,406,571 | 80,406,571 | 80,406 571 | 80,406,571 | 80,406,571 |
| Equity per common share, SEK | 20.57 | 18.02 | 20.57 | 18.02 | 20.57 | 19.11 |
| Calculation of return on equity | ||||||
| (A) Net profit, LTM, including non-controlling interests |
245 | 193 | 245 | 193 | 245 | 241 |
| Adjustment for preference share dividends, | ||||||
| including dividends accrued but not yet paid | -64 | -64 | -64 | -64 | -64 | -64 |
| (B) Net profit, adjusted | 181 | 129 | 181 | 129 | 181 | 177 |
| (C) Average total equity | 2,422 | 2,254 | 2,422 | 2,254 | 2,422 | 2,281 |
| (D) Average adjusted equity | 1,594 | 1,426 | 1,594 | 1,426 | 1,594 | 1,452 |
| (A/C) Return on total equity, % | 10 | 9 | 10 | 9 | 10 | 11 |
| (B/D) Return on adjusted equity, % | 11 | 9 | 11 | 9 | 11 | 12 |
| Calculation of equity ratio | ||||||
| Equity including non-controlling interests | 2,482 | 2,277 | 2,482 | 2,277 | 2,482 | 2,365 |
| Total assets | 5,843 | 4,331 | 5,843 | 4,331 | 5,843 | 5,006 |
| Equity ratio, % | 42 | 53 | 42 | 53 | 42 | 47 |
| Calculation of operating cash flow and cash conversion, % |
Jul-Sep 2018 |
Jul-Sep 2017 |
Jan-Sep 2018 |
Jan-Sep 2017 |
LTM | Full year 2017 |
|---|---|---|---|---|---|---|
| (A) EBITDA | 152 | 119 | 343 | 293 | 508 | 459 |
| Change in working capital | 13 | -7 | -201 | -101 | 5 | 106 |
| Net investments in property, plant & | ||||||
| equipment and intangible assets | -13 | -14 | -48 | -31 | -69 | -52 |
| (B) Operating cash flow | 152 | 97 | 93 | 162 | 445 | 513 |
| Adjustment for net investments relating to | ||||||
| Besikta Bilprovning's IT system | - | 0 | - | 2 | 1 | 2 |
| Adjustment for issue costs | - | - | - | 18 | - | 18 |
| (C) Adjusted operating cash flow | 152 | 98 | 93 | 181 | 446 | 534 |
| (B/A) Cash conversion, % | 100 | 82 | 27 | 55 | 88 | 112 |
| (C/A) Adjusted cash conversion, % | 100 | 82 | 27 | 62 | 88 | 116 |
| Calculation of Net debt/Adjusted EBITDA, x | ||||||
| Net debt | ||||||
| Cash & cash equivalents | -141 | -76 | -141 | -76 | -141 | -438 |
| Unrealised derivative contract assets | 0 | - | 0 | - | 0 | 0 |
| Pension obligations | 2 | 2 | 2 | 2 | 2 | 2 |
| Non-current interest-bearing liabilities | 975 | 582 | 975 | 582 | 975 | 984 |
| Current interest-bearing liabilities | 386 | 111 | 386 | 111 | 386 | 106 |
| Unrealised derivative contract liabilities | 0 | 0 | 0 | 0 | 0 | 0 |
| Accrued interest expense | 6 | - | 6 | - | 6 | 2 |
| Pension assets | -2 | -2 | -2 | -2 | -2 | -2 |
| Adjustment for nominal value of bond liability | -12 | - | -12 | - | -12 | -12 |
| Adjustment for shareholder loans | -23 | -22 | -23 | -22 | -23 | -23 |
| Net debt | 1,190 | 596 | 1,190 | 596 | 1,190 | 619 |
| Adjusted EBITDA | 571 | 499 | 571 | 499 | 571 | 511 |
| Net debt/Adjusted EBITDA, x | 2.1 | 1.2 | 2.1 | 1.2 | 2.1 | 1.2 |
| Akademi | Central | Volati | ||||
|---|---|---|---|---|---|---|
| ROCE %, at 30 September 2018 | Trading | Industry | bokhandeln | Consumer | costs | Group |
| 1) EBITA, LTM | 153 | 127 | 58 | 120 | -49 | 408 |
| Capital employed at 30 September 2018 | ||||||
| Intangible assets | 948 | 527 | 865 | 859 | 3,200 | |
| Adjustment for goodwill, patent/technology, brands |
-943 | -511 | -799 | -793 | - 3,047 | |
| Property, plant & equipment | 55 | 253 | 41 | 32 | 397 | |
| Inventories | 354 | 309 | 183 | 30 | 877 | |
| Trade receivables | 380 | 309 | 23 | 43 | 755 | |
| Other current receivables | 1 | 21 | 27 | 1 | 51 | |
| Prepayments and accrued income | 30 | 99 | 53 | 20 | 204 | |
| Adjustment for non-working-capital-related current receivables |
-1 | |||||
| Advances from customers | 0 | -67 | 0 | -18 | -85 | |
| Trade payables | -246 | -181 | -178 | -44 | -650 | |
| Accruals and deferred income | -84 | -159 | -72 | -54 | -383 | |
| Other current liabilities | -47 | -38 | -37 | -33 | -217 | |
| Adjustment for non-working-capital-related current liabilities |
19 | |||||
| Adjusted for preference share dividend | 48 | |||||
| Adjusted for accrued non-recurring costs | 1 |
| Capital employed at 30 September 2018 | 448 | 563 | 105 | 44 | 1,171 |
|---|---|---|---|---|---|
| Adjustment for average capital employed, LTM | -28 | -314 | -32 | 7 | 0 -372 |
| 2) Average capital employed, LTM | 419 | 249 | 74 | 51 | 799 |
| ROCE 1)/2), % | 36 | 51 | 79 | 237 | 51 |
| 3) Average capital employed, LTM, incl. goodwill and other intangible assets with indefinite useful lives |
1,257 | 533 | 733 | 818 | 3,316 |
| ROCE incl. goodwill 1)/3), % | 12 | 24 | 8 | 15 | 12 |
| Akademi | Central | Volati | ||
|---|---|---|---|---|
| ROCE %, at 30 September 2017 | Trading Industry bokhandeln Consumer costs 122 91 17 144 -54 551 878 864 685 -683 -528 -805 -788 47 74 26 40 278 97 187 35 253 115 22 45 2 11 25 2 26 36 49 16 0 -52 -1 -19 -145 -62 -184 -41 -439 -67 -40 -75 -57 -250 -36 -11 -37 -38 -178 86 359 192 59 -18 -21 -13 7 0 341 171 73 65 36 53 23 220 53 980 393 777 826 12 23 2 17 |
Group | ||
| 1) EBITA, LTM | 320 | |||
| Capital employed at 30 September 2017 | ||||
| Intangible assets | 2,693 | |||
| Adjustment for goodwill, patent/technology, brands | -2,518 | |||
| Property, plant & equipment | 205 | |||
| Inventories | 597 | |||
| Trade receivables | 435 | |||
| Other current receivables | 41 | |||
| Prepayments and accrued income | 129 | |||
| Adjustment for non-working-capital-related current receivables |
-1 | |||
| Advances from customers | -72 | |||
| Trade payables | ||||
| Accruals and deferred income | ||||
| Other current liabilities | ||||
| Adjustment for non-working-capital-related current liabilities |
10 | |||
| Adjusted for preference share dividend | 48 | |||
| Capital employed at 30 September 2017 | 701 | |||
| Adjustment for average capital employed, LTM | -99 | |||
| 2) Average capital employed, LTM | 602 | |||
| ROCE 1)/2), % | ||||
| 3) Average capital employed, LTM, incl. goodwill and other intangible assets with indefinite useful |
||||
| lives | 2,407 | |||
| ROCE incl. goodwill 1)/3), % | 13 |
Parent Company Volati AB (publ)
The Parent Company Volati AB acts as a holding company and the members of Volati's management are employed within the Parent Company.
Parent Company condensed income statement
| SEK m | Jul-Sep 2018 |
Jul-Sep 2017 |
Jan-Sep 2018 |
Jan-Sep 2017 |
LTM | Full year 2017 |
|---|---|---|---|---|---|---|
| Net sales | 3 | 3 | 9 | 8 | 12 | 11 |
| Operating expenses | -14 | -14 | -40 | -40 | -58 | -58 |
| Operating profit | -11 | -11 | -31 | -32 | -46 | -47 |
| Profit/loss from financial investments | 38 | 30 | 598 | 70 | 630 | 102 |
| Profit after financial items | 27 | 20 | 567 | 39 | 584 | 55 |
| Net profit | 21 | 15 | 551 | 29 | 632 | 110 |
Parent Company condensed statement of financial position
| 30 Sep | 31 Dec | |
|---|---|---|
| SEK m | 2018 | 2017 |
| Non-current assets | 1,557 | 282 |
| Current assets | 3,952 | 4,209 |
| Total assets | 5,509 | 4,491 |
| Equity | 3,298 | 2,851 |
| Untaxed reserves | 61 | 61 |
| Pension obligations | 0 | - |
| Non-current liabilities | 594 | 593 |
| Current liabilities | 1,555 | 986 |
| Total equity and liabilities | 5,509 | 4,491 |
Review report
To the Board of Directors of Volati AB, corporate identity number 556555-4317
Introduction
We have reviewed the condensed interim report for Volati AB as at September 30, 2018 and for the nine months period then ended. The Board of Directors and the Managing Director are responsible for the preparation and presentation of this interim report in accordance with IAS 34 and the Swedish Annual Accounts Act. Our responsibility is to express a conclusion on this interim report based on our review.
Scope of review
We conducted our review in accordance with the International Standard on Review Engagements, ISRE 2410 Review of Interim Financial Statements Performed by the Independent Auditor 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. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and other generally accepted auditing standards in Sweden. The procedures performed in a review do not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the interim report is not prepared, in all material respects, in accordance with IAS 34 and the Swedish Annual Accounts Act regarding the Group, and in accordance with the Swedish Annual Accounts Act regarding the Parent Company.
Stockholm, 6 November 2018
Ernst & Young AB
Rickard Andersson Authorised Public Accountant