OTHER FINANCIAL INFORMATION
Profitability, financial position and cash flow
The return on equity at the end of the period was 26 percent (33), and return on capital employed was 17 percent (22). Return on working capital P/WC (EBITA in relation to working capital) amounted to 51 percent (56).
At the end of the period the equity ratio amounted to 32 percent (32). Equity per share, excluding non-controlling interest, totalled SEK 10.40 (9.60). The Group's net debt at the end of the period amounted to SEK 3,148 million (2,543), excluding pension liabilities of SEK 359 million (374). The net debt/equity ratio, calculated on the basis of net debt excluding provisions for pensions amounted to 1.0 (1.0).
Cash and cash equivalents consisting of cash and bank equivalents and approved but non-utilised credit facilities amounted to SEK 1,676 million (773) at 30 September 2020.
Cash flow from operating activities amounted to SEK 567 million (519) during the period. Company acquisitions and disposals including settlement of contingent consideration regarding acquisitions implemented in previous years amounted to SEK 888 million (295). Investments in non-current assets totalled SEK 33 million (61) and disposal of non-current assets amounted to SEK 4 million (3). Repurchase of treasury shares amounted to SEK 0 million (42). Repurchase of call options amounted to SEK 22 million (23) and issued call options amounted to SEK 17 million (23). During the second quarter, dividend of SEK 1.00 (1.25) per share was paid, totalling SEK 269 million (336).
At the end of the period, the number of employees was 3,090 compared to 2,981 at the beginning of the financial year. During the period, completed acquisitions resulted in a increase of the number of employees by 187. The average number of employees in the latest 12-month period was 2,990.
At the end of the period the share capital amounted to SEK 51.1 million.
|Class of shares||Number of shares||Number of votes||Percentage of capital||Percentage of votes|
|Class A shares, 10 votes per share||12,885,744||128,857,440||4.7%||33.1%|
|Class B shares, 1 vote per share||259,908,240||259,908,240||95.3%||66.9%|
|Total number of shares before repurchases||272,793,984||388,765,680||100.0%||100.0%|
|Repurchased class B shares||-3,771,672||1.4%||1.0%|
|Total number of shares after repurchases||269,022,312|
At the annual general meeting on August 28, 2020, it was resolved on splitting each share into four shares (what is referred to as 4:1 share split). After the split the total number of shares amounts to 272,793,984 of which 12,885,744 Class A shares and 259,908,240 Class B shares. The new shares were registered on the shareholder's accounts on September 17, 2020.
In accordance with a resolution of the August 2020 AGM, 25 members of management were offered the opportunity to acquire 250,000 call options on repurchased Class B shares. The programme was fully subscribed. Addtech has four outstanding call option programmes for a total of 3,842,400 shares. Call options issued on repurchased shares entail a dilution effect of about 0.2 percent during the latest 12-month period. During the quarter, no treasury shares were repurchased. Addtech's own shareholding is estimated to meet the needs of the outstanding call option programmes.
|Outstanding programme||Number of options||Corresponding number of shares||Proportion of total shares||Exercise price per option||Exercise price per share||Expiration period|
|2020/2024||250,000||1,000,000||0.4%||538.10||134.53||4 Sep 2023 -5 Jun 2024|
|2019/2023||300,000||1,200,000||0.4%||321.80||80.45||5 Sep 2022 - 2 Jun 2023|
|2018/2022||300,000||1,200,000||0.4%||232.90||58.23||6 Sep 2021 - 3 Jun 2022|
|2017/2021||110,600||442,400||0.2%||178.50||44.63||14 Sep 2020 - 4 Jun 2021|
Acquisitions and disposals
During the period, 1 April to 30 June 2020 the following acquisitions were completed; Elkome Group Oy, Finland, was acquired to become part of the Automation business area. Peter Andersson AB, Sweden, was acquired to become part of the Energy business area. Valutec Group AB, Sweden, was acquired to become part of the Industrial Process business area.
During the second quarter, four acquisitions took place.
On 1 September Fluidcontrol Oy, Finland, was acquired to become part of the Components business area. Fluidcontrol develops, delivers and installs solutions of actuators and valves for applications primarily towards machine builders and the process industry. The company has a sales of about EUR 4 million and 20 employees.
On 1 September Kaptas Oy, Finland, was acquired to become part of the Automation business area. Kaptas develops and delivers automation systems primarily to customers in pharmaceutical industry, metal, plastic, electronics and food industry. The company has a sales of about EUR 4 million and 27 employees.
On 1 September Elsystem i Perstorp AB, Sweden, acquired to become part of the Automation business area. Elsystem delivers automation solutions primarily for industrial production, automated warehouses, process industry and heating plants. The company has a sales of about SEK 40 million and 18 employees.
On 7 September Martin Bruusgaard AS, Norway, acquired to become part of the Industrial Process business area. Bruusgaard delivers a unique turnkey portable gas detection solution, providing its customers in the marine industry increased safety and reduced cost and transportation through standardised instruments, routines, training and procurement.The company has a sales of about NOK 110 million and 30 employees.
The purchase price allocation calculations for the acquisitions completed during the period 1 April – 30 September 2019 have now been finalised. No significant adjustments have been made to the calculations. Acquisitions completed as of the 2019/2020 financial year are distributed among the Group’s business areas as follows:
Net sales, |
|Number of employees*||Business Area|
|Omni Ray AG, Switzerland||April, 2019||330||65||Automation|
|Thurne Teknik AB, Sweden||April, 2019||100||19||Industrial Process|
|AB N.O. Rönne, Sweden||April, 2019||8||4||Industrial Process|
|Best Seating Systems Walter Tausch GmbH, Austria||May, 2019||23||5||Power Solutions|
|Thiim A/S, Denmark||June, 2019||70||15||Automation|
|Profelec Oy, Finland||July, 2019||6||2||Energy|
|BKC Products Ltd., Great Britain||August, 2019||12||5||Industrial Process|
|Promector Oy, Finland||August, 2019||24||20||Automation|
|Wireco-NB Oy, Finland||February, 2020||23||6||Energy|
|Caligo Industria Oy, Finland||February, 2020||70||9||Industrial Process|
|DMC Digital Motor Control GmbH, Germany||March, 2020||30||10||Power Solutions|
|Q-tronic B.V, Netherlands||March, 2020||45||10||Power Solutions|
|Elkome Group Oy, Finland||April, 2020||85||38||Automation|
|Peter Andersson AB, Sweden||April, 2020||30||9||Energy|
|Valutec Group AB, Sweden||April, 2020||350||45||Industrial Process|
|Fluidcontrol Oy, Finland||September, 2020||41||20||Components|
|Kaptas Oy, Finland||September, 2020||41||27||Automation|
|Elsystem i Perstorp AB, Sweden||September, 2020||40||18||Automation|
|Martin Bruusgaard AS, Norway||September, 2020||108||30||Industrial Process|
|Satco Komponent AB, Sweden||October, 2020||18||2||Components|
|Skyltar & Märken Gruppen AB, Sweden||October, 2020||60||23||Energy|
* Refers to assessed condition at the time of acquisition and disposal, respectively, on a full-year basis.
If all acquisitions which have taken effect during the period had been completed on 1 April 2020, their impact would have been an estimated SEK 320 million on Group net sales, about SEK 20 million on operating profit and about SEK 10 million on profit after tax for the period.
Addtech normally employs an acquisition structure comprising basic purchase consideration and contingent consideration. The outcome of contingent purchase considerations is determined by the future earnings reached by the companies and is subject to a fixed maximum level. Of considerations not yet paid for acquisitions during the period, the discounted value amounts to SEK 127 million. The contingent purchase considerations fall due for payment within three years and the outcome is subject to a maximum of SEK 202 million.
Transaction costs for acquisitions that resulted in an ownership transfer during the period, amounted to SEK 5 million (3) and are reported under Selling expenses.
Revaluation of contingent consideration had a positive net effect of SEK 7 million (16) during the period. The impact on profits are reported under Other operating income and Other operating expenses, respectively.
According to the preliminary acquisitions analyses, the assets and liabilities included in the acquisitions were as follows, during the period:
|Carrying amount at acquisition date||Adjustment to fair value||Fair value|
|Intangible non-current assets||24||613||637|
|Other non-current assets||30||-||30|
|Other current assets||229||-||229|
|Deferred tax liability/tax asset||-3||-131||-134|
|Acquired net assets||214||482||696|
|Less: cash and cash equivalents in acquired businesses||-146|
|Less: consideration not yet paid||-140|
|Effect on the Group’s cash and cash equivalents||854|
|1) Goodwill is justified by expected future sales trend and profitability as well as the personnel included in the acquired companies.|
|2) The consideration is stated excluding acquisition expenses.|
With the acquisition of Valutec Group AB comes a commitment to acquire the remaining 14 percent of the company and this commitment is valued to SEK 98 million. With the acquisition of Martin Bruusgaard AS comes a commitment to acquire the remaining 20 percent of the company and this commitment is valued to SEK 24 million. These commitments are reported as a non-current interest-bearing liability.