Virala Acquisition Company announces Purmo Group’s interim financial information for January-September 2021

30 November 2021

Virala Acquisition Company Plc Stock Exchange Release 30 November 2021 at 9:30am EET

Virala Acquisition Company Plc Stock Exchange Release 30 November 2021 at 9:30am EET
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. FOR FURTHER INFORMATION, PLEASE SEE THE “IMPORTANT INFORMATION” BELOW.

As a part of preparations for the completion of the merger of Virala Acquisition Company Plc (“VAC”) and Purmo Group Ltd (“Purmo Group”), including the preparation of a merger and listing prospectus (the “Prospectus”), Purmo Group has prepared an unaudited interim report for the nine months ended 30 September 2021 (“Interim Financial Information”). Having received the Interim Financial Information from Purmo Group, VAC hereby announces a summary of Purmo Group’s Interim Financial Information. All information disclosed herein is derived from the Prospectus to be published on 30 November 2021.

Adjusted EBITDA improved strongly by 33 per cent in January-September 2021 driven by strong market demand and operational efficiency

Purmo Group’s net sales increased significantly in the first nine months of 2021 compared to the previous year. The strong sales were supported by strong market demand for Purmo Group’s products and successful supply chain management despite shortage of certain raw materials and components. Sales growth was also driven by necessary sales price increases following rapidly increasing raw material costs, most notably steel. The continued improved profitability was supported by the operational excellence program PGUp, replacing the 2020 temporary cost measures with EUR 20 million of recurring run-rate savings implemented from September 2020 until June 2021.

January-September 2021 highlights  

  • Net sales improved by 28 per cent to EUR 621.0 million (485.1) 
  • Adjusted EBITDA increased by 33 per cent to EUR 81.3 million (61.2) 
  • EBIT increased by 37 per cent to EUR 45.3 million (33.1)
  • Cash flow from operating activities decreased by 90 per cent to EUR 3.2 million (30.5)
  • Adjusted operating cash flow for the last 12 months was EUR 58.0 million (78.9)
  • Acquisition of a majority share in Evrorad completed, giving access to local radiator production in Russia.
  • VAC and Purmo Group announced a contemplated merger, whereby Purmo Group will become listed on the official list of Nasdaq Helsinki.

Unless otherwise stated, the comparison figures in parentheses refer to the corresponding period in 2020. All figures for the nine months ended 30 September 2021 and 2020 are unaudited. The consolidated financial statements for year 2020 have been audited. Key financial indicators defined by Purmo Group are not audited.

Updated 2021 financial outlook

In this announcement, concerning Purmo Group’s financial results for the nine months ended 30 September 2021, Purmo Group is updating its financial outlook for the financial year 2021. The company now expects the adjusted EBITDA for the financial year 2021 to be above EUR 97 million.

On 8 September 2021, Purmo Group announced its preliminary outlook for the financial year 2021. According to the preliminary outlook, the adjusted EBITDA for the financial year 2021 was expected to be slightly above EUR 90 million.

The basis of the financial outlook and factors of uncertainty affecting it is presented below. 

Key figures and financial performance January-September 2021

EUR million 1-9/2021 1-9/2020 Change, % 2020
Net sales 621.0 485.1 28% 671.2
Adjusted EBITDA1 81.3 61.2 33% 85.1
Adjusted EBITDA margin, % 13.1% 12.6% 12.7%
EBIT 45.3 33.1 37% 42.0
EBIT margin, % 7.3% 6.8% 6.3%
Profit for the period 27.9 17.9 55% 25.3
Cash flow from operating activities 3.2 30.5 -90% 68.9
Adjusted operating cash flow, last 12 months2 58.0 78.9 -26% 94.2
Cash conversion %, last 12 months3 55.2% 99.8% 110.7%
Operative capital employed4 291.4 267.0 9% 235.6
Return on operative capital employed, %5 18.6% 15.6% 17.8%

1) EBITDA before comparability adjustments (as defined in the Appendix).
2) Adjusted EBITDA on a rolling 12-month basis deducted by the change in net working capital and capex on a rolling 12-month basis.
3) Adjusted operating cash flow divided by Adjusted EBITDA, both on a rolling 12-month basis.
4) Net working capital, other intangible assets, property, plant and equipment, and right-of-use assets.
5) EBIT based on a rolling twelve-month calculation divided by operative capital employed.

CEO review

January to September 2021 was exceptional for the heating, ventilation and air-conditioning (HVAC) markets and therefore for Purmo Group. The European construction market (and most of our key markets outside of Europe) saw strong recovery, during which our total net sales grew by 28 per cent to EUR 621.0 million, while adjusted EBITDA improved by 33 per cent to EUR 81.3 million. This happened against the backdrop of a global shortage of raw materials and increase in the price of steel, used in our panel radiators, which rose well above historical levels.

Purmo Group’s periods of formation and globalisation began before my time as CEO, but the events that accelerated us towards a stock-listing began in mid-2020 with an ambitious operational excellence programme called PGUp. Its targets included: a step-change in operational excellence, improvements in cost competitiveness, and a better approach to agility in transformation. These qualities would be needed to support growth and future investments. It also aimed to replace, with recurring savings, the temporary cost measures taken to deal with the impact of COVID-19. In June 2021, when implementation of the programme concluded, PGUp had exceeded its targets by generating recurring cost savings of approximately EUR 20 million. We will continue to deploy cost efficiency measures as part of our normal management activities.

In April, we increased our market share in Russia with the acquisition of a majority share in Evrorad and its radiator-production capability in Engels. The acquisition strengthened our cost competitiveness in Russia and reduced the local costs of manufacturing, transportation, labour and steel as well as customs duties compared to serving the country from our facilities in Poland.

Our mission is to be the global leader in sustainable indoor climate comfort solutions.

Our strategy focuses on three things. The first is increasing the proportion of solution-selling – providing complete solutions instead of just parts of them. In that respect, there is plenty of white-space to be captured in underpenetrated markets. The second part is the launching of ‘smart’ products, which are more intelligent, more sustainable and more aesthetic. The third part focuses on growth markets and capturing the biggest opportunities outside of our current markets. This strategy is supported by continuous improvement in operational excellence and our investment in people and culture. We also keep an eye open for opportunities in consolidation, expansion and diversification through M&A.

During the second half of 2021, we have been working on the merger with VAC and the listing on Nasdaq Helsinki in January 2022 which will bring us new resources to support our strategy, growth plans and M&A agenda. We are very aware that it will be achieved through the excellence of our people and so we are also investing in leadership, culture and organisation.

Overall, our way forward focuses on a leading market position expressed in terms of sustainability – the biggest of all global issues – quoting our vision that “perfect indoor climates should not cost the planet’s climate”. To match this, we have sustainability at the centre of our vision and growth strategy.

As we approach the end of 2021 and more than 50 years of private ownership, I want to thank Rettig Group for their support this far. We are proud of what we have achieved and we have the courage and ambition for what lies ahead. We have made changes that matter and we will continue to do so.

I am particularly impressed by the professionalism, dedication and loyalty of our customers, employees and business partners, who are essential in our future and in our mission to be the global leader in sustainable indoor climate comfort solutions.

Financial review January-September 2021

Net sales

Net sales grew by 28 per cent to EUR 621.0 million (485.1) during the first nine months of 2021. The strong sales development was supported primarily by strong demand and successful supply chain management despite global shortage of certain raw materials and components.

To compensate for the very strong increase in raw material prices, well above historical levels, Purmo Group introduced several sales price increases, which also contributed to the sales growth. The sales growth was strong in both Radiators and ICS divisions. The Radiators division’s net sales amounted to EUR 363.4 million (284.2) and ICS division’s net sales amounted to EUR 257.6 million (200.9). Despite general raw material shortages, both divisions were able to fulfil customer orders throughout the period. The comparison period in 2020 includes an exceptional second quarter of 2020, when the most extensive COVID-19 related restrictions were in place, resulting in temporarily weaker demand and operational disturbances.

Profitability

Adjusted EBITDA improved by 33 per cent to EUR 81.3 million (61.2) during the first nine months of 2021, and the adjusted EBITDA margin increased slightly to 13.1 per cent (12.6). The adjusted EBITDA of the Radiators division amounted to EUR 50.7 million (46.3) and of the ICS division to EUR 34.1 (18.3).

The good performance in adjusted EBITDA was mainly driven by the strong development of net sales resulting from increased sales volumes and the sales prices increases that offset the majority of raw material price increases. Furthermore, permanent cost reductions achieved through the PGUp operational excellence program, which was implemented at the end of 2020 and the beginning of 2021, replaced the temporary savings in raw materials and salaries related to the COVID-19 pandemic.

The adjusted EBITDA margin was slightly weaker towards the end of the period, due to a slight delay in the implementation of Radiators sales price increases. 

The comparability adjustments in January-September 2021 were EUR 12.5 million (6.0), comprising mainly of EUR 8.6 million restructuring and EUR 2.9 million of merger and standalone preparation costs.

Included in the EUR 8.6 million restructuring cost was a EUR 4.5 million restructuring provision relating to plant relocation. In September 2021, it was agreed that Purmo Group’s brass production facility in Newcastle West, Ireland, will be relocated to other existing sites, in Italy and Sweden, and outsourced. The restructuring actions are expected to bring efficiency gains from consolidation of production and selective outsourcing. The estimated future capital expenditure for the relocation is EUR 1.3 million. The entire investment will be financed with Purmo Group’s own cash flow. The investment project is estimated to be completed by the end of the first half of 2022.

EBIT improved by 37 per cent to EUR 45.3 million (33.1) during January-September 2021.

Cash flow

Cash flow from operating activities was EUR 3.2 million (30.5) for the nine months ended 30 September 2021. The decrease of 90 per cent was mainly due to an unfavourable change in net working capital driven by higher sales volumes as well as sharply increasing raw material costs and sales prices increasing net working capital balances. September net working capital balances were seasonally high, causing unfavourable change in cash flow from the beginning of the financial year. The cash flow used in investing activities was EUR 11.8 million (7.3) and consisted mainly of property, plant and equipment capital expenditure (EUR 8.0 million) and the acquisition of a majority share in Evrorad (EUR 4.5 million), which were partially offset by proceeds from a warehouse building sale of EUR 0.7 million.

The inventories, trade receivables and payables increased significantly from the 31 December 2020 level caused by higher sales volumes, higher sales prices and higher raw material and component prices in the nine months ended 30 September 2021. Due to this, the change in net working capital had a negative effect on the cash flow from operating activities for the nine months ended 30 September 2021. The level of net working capital towards the end of year 2020 was abnormally low caused by lower sales volumes and COVID-19 related savings and reorganisation measures due to which the level of inventory was lower than normally.

For the last 12 months until September 2021, adjusted operating cash flow decreased by 26 per cent to EUR 58.0 million (78.9). The decrease was driven mainly by an unfavourable change in net working capital of EUR -34.9 million (16.7). This was partly offset by an improved adjusted EBITDA of EUR 105.2 million (79.0) and lower capex of EUR 12.3 million (16.9) for the last 12 months until September 2021. The cash conversion ratio was 55 per cent for the last 12 months until September 2021 (100).

Long-term financial targets and dividend policy

Purmo Group has set the following financial targets and dividend policy that will apply to the combined company of VAC and Purmo Group (the “Combined Company”) as of completion of the Merger:

Growth:

  • Purmo Group targets organic net sales growth in excess of market growth. In addition, Purmo Group aims for notable inorganic growth through acquisitions.

Profitability:

  • Purmo Group targets an Adjusted EBITDA margin above 15% in the medium- to long-term.

Leverage:

  • The leverage ratio is targeted not to exceed 3.0x, measured as interest bearing net debt / Adjusted EBITDA on a rolling twelve-month basis. However, leverage may temporarily exceed the target level, for example in conjunction with acquisitions or restructuring actions

Dividend:

  • Purmo Group’s aim is to distribute at least 40% of annual net profit as dividends or return of capital, intended to be paid out bi-annually after considering earnings trends for the group, its financial position and future growth potential

The statements set forth in this section include forward-looking statements and are not guarantees of the Combined Company’s financial performance. The Combined Company’s actual results of operations and financial position could differ materially from the results of operations or financial position presented in or implied by such forward-looking statements as a result of many factors. These forward-looking statements should be treated with caution.

Basis of the financial outlook and factors of uncertainty affecting it

Purmo Group’s updated financial outlook is based on the estimates and assumptions made by the company’s management regarding the development of the company’s net sales, adjusted EBITDA, and operating environment. The outlook is based on the management’s best estimate of the development of the company’s customer demand, competitive situation, the development of significant cost items, such as raw materials and energy, and operative capabilities including its supply chain.

The updated outlook implies that adjusted EBITDA will be below previous year in the fourth quarter of 2021. This is because the previous year benefited from temporary low raw material prices in the last quarter of 2020 and partially the first quarter of 2021, whereas current raw material prices are at an exceptionally high level. The latest outlook presented above is based on the company’s financial performance during the third quarter, in particular towards the end of the quarter, as well as the start of the fourth quarter. Purmo Group has so far successfully mitigated the effects of the global supply chain challenges to its own business. In addition, Purmo Group has been able to reduce the impact of the delay in the realisation of Radiator division’s sales price increases, which were announced to mitigate increasing raw material prices during 2021. Both aforementioned factors were highlighted as material risks for the full-year financial performance in the merger announcement on 8 September 2021.

The seasonality of demand may continue to differ from a typical year also towards the end of 2021. For the Radiators division, the order book is normalising from very high levels earlier in 2021, due to improving availability of product supply and without anticipation of further increasing of raw material prices. For the ICS division, customers may seek to secure the availability of products by pulling orders forward from the first quarter of 2022 into the fourth quarter of 2021. In addition, there are ongoing challenges in global supply chains as well as raw material and energy price inflation, requiring further sales price increases. While the company has managed to mitigate the effects of these factors, they continue to pose a risk.

The COVID-19 pandemic causes significant uncertainty on the above-mentioned factors, and especially an economic downturn in the construction industry could affect Purmo Group’s profit expectations negatively. Purmo Group’s financial guidance has been drafted and prepared on a basis which is comparable to Purmo Group’s historical financial information and which is consistent with Purmo Group’s accounting policies.

Capital Markets Day on Thursday 2 December at 9:00-13:00 (EET)

Analysts, investors and media are invited to Purmo Group’s Capital Markets Day on 2 December, 2021 at 9:00-13:00 (EET) at Miltton House, Sörnäisten Rantatie 15, FI-00530 Helsinki, Finland.

During the event, the management team of Purmo Group will present Purmo Group’s January-September 2021 Interim Financial Information and give an update on the future of the company’s business including its strategy and targets, its Radiator and Indoor Climate Systems (ICS) divisions, as well as its outlook. 

Due to the prevailing circumstances and restrictions relating to the COVID-19 pandemic, Purmo Group recommends participants to follow the Capital Markets Day online via webcast. Online participants will be able to access the event unregistered through a webcast at https://worksup.com/vacpurmoevent. Participants, who would like to attend the event at Miltton House on Sörnäisten Rantatie 15, are kindly asked to register for the event in advance through https://www.lyyti.fi/reg/PurmoCMD.

The event, including the Q&A sessions, will be held in English. The presentation material and a recording of the webcast will be available after the event on the website of VAC at https://www.virala.fi/en/de-spac/.

Further information:

Virala Acquisition Company:

Johannes Schulman, CEO of VAC: Tel. +358 50 321 7447

Purmo Group:

John Peter Leesi, CEO of Purmo Group: Tel. +44 7444 152 123

Josefina Tallqvist, Investor Relations (interim), Purmo Group: Tel. +358 40 745 5276

Distribution:

Nasdaq Helsinki Ltd.

Principal media

www.virala.fi

Purmo Group is a leader in sustainable indoor climate comfort solutions in Europe. We provide complete heating and cooling solutions to residential and non-residential buildings, including radiators, towel warmers, underfloor heating, convectors, valves and controls. Our mission is to be the global leader in sustainable indoor climate comfort solutions. Our 3,500 employees operate through 46 locations in 21 countries, manufacturing and distributing top quality products and solutions to customers in more than 100 countries globally. www.purmogroup.com

Virala Acquisition Company Plc (VAC) is a Finnish acquisition company, tailored to the Finnish capital markets. The goal of VAC is to identify and execute one or more acquisitions that aim to create significant value for both the shareholders and the target company, as well as complement the Finnish capital markets. VAC seeks one or more companies and/or businesses with an estimated enterprise value ranging from approximately EUR 50 to EUR 500 million. The founding shareholder of VAC is the industrial enterprise Virala which has committed to act as a long-term anchor owner and developer of the companies to be acquired. www.virala.fi/en

Important information

The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. The information contained herein is not for publication or distribution, in whole or in part, directly or indirectly, in or into United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or any other jurisdiction where such publication or distribution would violate applicable laws or rules or would require additional documents to be completed or registered or require any measure to be undertaken in addition to the requirements under Finnish law. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This release is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.

This release is not an offer of merger consideration shares in the United States and it is not intended for distribution in or into the United States or in any other jurisdiction in which such distribution would be prohibited by applicable law. The merger consideration shares have not been and will not be registered under the U.S. Securities Act of 1933 (the “Securities Act”), and may not be offered, sold or delivered within or into the United States, except pursuant to an applicable exemption of, or in a transaction not subject to, the Securities Act.

This release is for information purposes only and does not constitute an offer of or an invitation by or on behalf of, VAC, Rettig Group or Purmo Group, or any other person, to purchase any securities.

This release does not constitute a notice to an EGM or a prospectus. Any decision with respect to the proposed statutory absorption merger of Purmo Group into VAC should be made solely on the basis of information to be contained in the actual notices to the EGM of VAC and the Prospectus related to the merger as well as on an independent analysis of the information contained therein. You should consult the Prospectus for more complete information about VAC, Purmo Group, their respective subsidiaries, their respective securities and the merger. No part of this release, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The information contained in this release has not been independently verified, does not purport to be full or complete and may be subject to change. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. Neither VAC, Rettig Group or Purmo Group, nor any of their respective affiliates, advisors or representatives or any other person, shall have any liability whatsoever (in negligence or otherwise) for any loss however arising from any use of this release or its contents or otherwise arising in connection with this release. Each person must rely on their own examination and analysis of VAC, Purmo Group, their respective securities and the merger, including the merits and risks involved. The transaction may have tax consequences for Purmo Group shareholders, who should seek their own tax advice.

This release includes “forward-looking statements” that are based on present plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations and assumptions, which, even though they seem to be reasonable at present, may turn out to be incorrect. Shareholders should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of the Combined Company to differ materially from those expressed or implied in the forward-looking statements. Neither VAC nor Purmo Group, nor any of their respective affiliates, advisors or representatives or any other person undertakes any obligation to review or confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this release. Further, there can be no certainty that the merger will be completed in the manner and timeframe described in this release, or at all.

This release contains financial information regarding the businesses and assets of VAC and Purmo Group and their consolidated subsidiaries. Such financial information may not have been audited, reviewed or verified by any independent accounting firm. Certain financial data included in this release consists of “alternative performance measures.” These alternative performance measures, as defined by VAC and Purmo Group, may not be comparable to similarly titled measures as presented by other companies, nor should they be considered as an alternative to the historical financial results or other indicators of VAC’s and Purmo Group’s cash flows based on IFRS. Even though the alternative performance measures are used by the management of VAC and Purmo Group to assess the financial position, financial results and liquidity and these types of measures are commonly used by investors, they have important limitations as analytical tools and should not be considered in isolation or as substitutes for analysis of VAC’s and Purmo Group’s financial position or results of operations as reported under IFRS.

Nordea and SEB are acting as financial advisers to VAC on certain matters outside of the United States and no one else in connection with the matters referred to herein, and will not be responsible to anyone other than VAC for providing the protections afforded to clients of Nordea and SEB, or for giving advice in connection with the transaction or any matter or arrangement referred to in this release. 


APPENDIX – Selected Consolidated Financial Information of Purmo Group

The selected consolidated financial information provided herein have been extracted from Purmo Group’s audited consolidated financial statements prepared in accordance with IFRS as at and for the years ended 31 December 2020 and 31 December 2019, for the financial period from 9 April 2018 to 31 December 2018 prepared in accordance with FAS and unaudited condensed interim financial information as at and for the nine months ended 30 September 2021 including the comparatives prepared in accordance with IAS 34 and from financial key figures which are all included in the Prospectus published on 30 November 2021, available on https://www.virala.fi/en/de-spac/.

Consolidated Income Statement

1 January to 30 September For the year ended 31 December 9 April to 31 December
In EUR thousand, unless otherwise indicated 2021 2020 2020 2019 2018
IFRS IFRS FAS
(unaudited) (audited) (audited)
Net sales 620,981 485,123 671,178 696,797 405,746
Cost of sales -470,272 -359,549 -498,374 -524,860 -312,808
Gross profit 150,709 125,574 172,804 171,937 92,938
Sales and marketing expenses -56,065 -52,360 -75,169 -83,168 -46,896
Administrative expenses -33,319 -31,333 -38,767 -44,187 -29,855
Research and development expenses -4,423 -3,881 -5,238 -6,113 -3,778
Other income 1,505 1,081 1,618 2,027 2,026
Other expenses -13,064 -6,024 -13,220 -12,600 -13,493
EBIT 45,344 33,056 42,028 27,896 942
Finance income 842 1,453 2,555 2,107 1,407
Finance expenses -6,696 -9,768 -12,661 -14,080 -18,993
Net financial items -5,855 -8,315 -10,107 -11,974 -17,587
Profit before tax 39,489 24,742 31,921 15,923 -16,645
Group contributions 11,552
Income tax expense -11,633 -6,818 -6,645 -2,049 -5,658
Non-controlling interest -1
Profit for the period 27,856 17,924 25,276 13,874 -10,751
Profit for the period attributable to:
Owners of the Company 27,400 17,655 24,854 13,750
Non-controlling interests 456 269 422 124
Earnings per share for profit attributable to the
ordinary equity holders of the parent company:
Earnings per share, EUR 2.48 1.59 2.25 1.36
Diluted earnings per share, EUR 2.46 1.58 2.23 1.35

Consolidated Statement of Comprehensive Income

1 January to 30 September For the year ended 31 December
In EUR thousand 2021 2020 2020 2019
IFRS IFRS
(unaudited) (audited)
Profit for the period 27,856 17,924 25,276 13,874
Other comprehensive income
Items that will never be reclassified to profit or loss
Re-measurements of defined benefit liability (asset) 9,023 -2,334 -3,247 374
Related income tax -1,805 467 91 205
Items that are or may be reclassified to profit or loss
Foreign operations – foreign currency translation differences 1,351 -7,567 -8,026 424
Cash flow hedges – effective portion of changes in fair value -1,076 -796
Cash flow hedges – reclassified to profit or loss 825 412
Related income tax 50 77
Other comprehensive income, net of tax 8,368 -9,434 11,489 1,003
Total comprehensive income for the period 36,224 8,490 13,787 14,877

Consolidated Balance Sheet

As at 30 September As at 31 December As at 1 January
In EUR thousand 2021 2020 2020 2019 2019
IFRS IFRS IFRS
(unaudited) (audited) (audited)
ASSETS
Goodwill 369,194 365,228 365,392 365,105 365,163
Other intangible assets 36,232 38,389 37,990 39,648 2,510
Property, plant and equipment 127,400 134,943 133,292 148,395 135,774
Right-of-use assets 31,689 32,510 30,870 35,793 34,726
Other receivables 983 1,347 993 1,652 1,328
Deferred tax assets 20,190 20,712 25,463 19,467 14,023
Defined benefit asset 6,598 2,178 2,129 1,539 523
Non-current assets 592,285 595,306 596,130 611,599 554,047
Inventories 143,560 111,913 105,296 114,389 111,207
Trade receivables 142,598 95,902 53,061 67,255 90,743
Related party vendor note and other receivables 30,590 96,615 24,980 81,484 103,504
Derivative assets 463 911 1,173 304 533
Current tax assets 6,770 234 499 989 1,799
Cash and cash equivalents 32,167 11,862 55,012 12,642 14,488
Current assets 356,148 317,437 240,020 277,064 322,273
TOTAL ASSETS 948,433 912,743 836,151 888,662 876,318
EQUITY AND LIABILITIES
Equity
Share capital 3 3 3 3 3
Fund of invested unrestricted equity 482,850 498,690 497,505 513,964 491,613
Other reserves -4,566 -7,128 -7,032 -609 -1,483
Retained earnings 32,274 1,492 201 -10,391 -14,491
Net profit for the period 27,400 17,655 24,854 13,749
Equity attributable to owners of the Company 537,961 510,712 515,532 516,716 475,641
Non-controlling interests 1,761 1,602 1,755 1,333 1,659
Total equity 539,722 512,314 517,287 518,050 477,300
Liabilities
Loans and borrowings 7,791 40,159 30,191 62,949
Lease liabilities 34,782 34,622 29,729 33,517 31,118
Defined benefit liabilities 23,156 27,859 28,528 26,057 26,282
Other payables 1,175 1,270 1,248 1,423 1,489
Provisions 6,709 3,021 7,315 4,609 5,556
Deferred tax liabilities 5,482 2,545 3,869 3,991 6,228
Total non-current liabilities 79,095 109,476 70,689 99,788 133,621
Loans and borrowings 100,138 115,975 94,487 110,131 98,985
Lease liabilities 2,079 1,803 5,943 6,029 5,031
Trade and other payables 212,856 164,487 141,627 148,089 158,830
Derivative liabilities 1,213 1,262 972 662 712
Provisions 6,264 2,840 1,177 2,452 472
Current tax liabilities 7,066 4,587 3,968 3,464 1,368
Total current liabilities 329,616 290,953 248,175 270,826 265,397
Total liabilities 408,711 400,430 318,864 370,614 399,018
TOTAL EQUITY AND LIABILITIES 948,433 912,743 836,151 888,662 876,318

Consolidated Statement of Cash Flows

1 January to 30 September For the year ended 31 December
In EUR thousand 2021 2020 2020 2019
IFRS IFRS
(unaudited) (audited)
Cash Flow from operating activities
Profit for the period 27,856 17,924 25,276 13,874
Adjustments:
Depreciation, amortisation and impairment losses 23,438 22,168 29,688 26,336
Gain on sale of property plant and equipment -456 -46 -134 -351
Share-based payments 1,118 1,048 2,137 417
Finance income and expenses 5,855 8,315 10,107 11,754
Income tax expenses 11,633 3,504 6,650 2,049
Other non-cash expenses -2,502 2,801 -124
Cash flow before change in net working capital 66,942 55,714 73,724 53,955
Changes in net working capital: 
Inventories -35,296 -57 4,941 -2,082
Trade and other receivables -89,378 -32,531 9,350 34,480
Trade and other payables 70,222 22,175 2,886 -16,161
Provisions and employee benefits 6,192 -1,118 -107
Interest paid -6,135 -10,568 -12,507 -12,562
Interest received 281 2,252 1,619 1,841
Income taxes paid, net -9,658 -6,471 -9,963 -8,315
Net cash from operating activities 3,170 30,514 68,931 51,049
Cash flow from investing activities
Proceeds from sale of property plant and equipment 702 705 1,441
Purchases of property, plant and equipment -7,982 -7,281 -11,604 -31,163
Payment of deferred consideration for business acquisition -4,510 -3 430
Net cash from (used in) investing activities -11,790 -7,281 -10,899 -33,152
Cash flow from financing activities
Proceeds from long-term borrowings from related party 15,816
Repayment of long-term borrowings to related party -30,192 -33,757
Increase of equity 308 472
Repayment of lease liabilities -7,316 -7,029 -9,445 -8,559
Dividends and group contributions paid to related party -15,413 -14,976 -14,976 -4,151
Proceeds from short-term borrowings 1,226
Repayment of the short-term loans -2,350
Proceeds from long-term borrowings from related party 10,191 89,000 10,386
Repayments of short-term borrowings to related party -1,569 -50,128
Net cash from (used in) financing activities -14,580 -23,574 -14,515 -19,793
Net increase/decrease in cash and cash equivalents -23,201 -341 43,517 -1,898
Cash and cash equivalents as at 1 January 55,012 12,642 12,642 14,488
Cash movement -23,201 -341 43,517 -1,898
Impact of change in exchange rates 356 -439 -1,147 51
Cash and cash equivalents at end of the period 32,167 11,862 55,012 12,642
9 April to 31 December
In EUR thousand 2018
FAS
(audited)
Cash flow from operating activities
Result for the period -10,751
Adjustments:
Business transactions with no cash flow, as well as transfers to other cash flows
Depreciation, amortisation and impairment 21,372
Other -466
Non-cash transactions and transfers to cash flow from other activities, total 20,906
Interest and other financial income and expense 17,584
Taxes 5,658
Changes in net working capital:
Change in long-term other receivables -693
Change in trade receivables 43,140
Change in inventories 18,965
Change in trade payables -11,328
Change in other receivables -12,889
Change in other liabilities -409
Received interests 1,162
Paid interests -7,237
Other financial items, net -451
Paid income taxes -4,660
Net cash flow from operating activities 58,997
Cash flow from investing activities
Purchases of property, plant and equipment -19,083
Purchases of intangible assets -635
Proceeds from sale of property, plant and equipment -19
Acquired shares in subsidiaries and related parties -5,993
Divestments of other investments 2,035
Net cash from investing activities -23,695
Cash flow from financing activities
Proceeds from loans and borrowings 3,809
Net change in current loans and borrowings -16,244
Net change in cash pool -19,253
Issue of shares 1,490
Payments of finance lease liabilities -533
Net cash from financing activities -30,730
Net change in cash and cash equivalents 4,571
Cash and cash equivalents at the beginning of the financial year 7,287
Effect of exchange rates on cash and cash equivalents 2,629
Cash and cash equivalents at the end of the financial year 14,488
Financial key figures As at and for the nine months ended 30 September As at and for the year ended 31 December As at 1 January and for the period 9 April to 31 December
In EUR thousand unless otherwise indicated 2021 2020 2020 2019 2018
IFRS IFRS FAS/IFRS2)
(unaudited) (unaudited, unless otherwise indicated)
Net sales 620,981 485,123 671,178 1) 696,797 1) 405,746 1)
Net sales growth 28.0 % -5.6 % -3.7 % n/a n/a
EBIT 45,344 33,056 42,028 1) 27,896 1) 942 1)
EBIT margin 7.3 % 6.8 % 6.3 % 4.0 % 0.2 %
EBITDA 68,781 55,225 71,938 54,232 22,315
EBITDA margin 11.1 % 11.4 % 10.7 % 7.8 % 5,5 %
Adjusted EBITDA 81,296 61,211 85,120 65,409 34,017
Adjusted EBITDA margin 13.1 % 12.6 % 12.7 % 9.4 % 8.4 %
EBITA 47,529 35,196 44,944 29,217 12,564
EBITA margin 7.7 % 7.3 % 6.7 % 4.2 % 3.1 %
Adjusted EBITA 60,043 41,183 58,126 40,394 24,266
Adjusted EBITA margin 9.7 % 8.5 % 8.7 % 5.8 % 6.0 %
Profit before tax 39,489 24,742 31,921 1) 15,923 1) -16,645 1)
Profit for the period 27,856 17,924 25,276 1) 13,874 1) -10,751 1)
Earnings per share, EUR 2.48 1.59 2.25 1) 1.36 1) n/a
Cash flow from operating activities 3,170 30,514 68,931 1) 51,049 1) 58,997 1)
Net working capital 96,061 61,206 33,464 54,149 74,952
Capex 7,982 7,281 11,604 34,593 19,718
Acquisitions (M&A) -4,510 -3,430 5,993
Adjusted operating cash flow for the last 12 months 58,045 78,869 94,201 55,049 n/a
Cash conversion 55.2 % 99.8 % 110.7 % 84.2 % n/a
Cash and cash equivalents 32,167 11,862 55,012 1) 12,642 1) 14,488 1)
Operative capital employed 291,382 267,047 235,616 277,985 247,962
Return on operative capital employed 18.6 % 15.6 % 17.8 % 10.0 % 0.4 %
Net debt 112,623 180,697 75,148 167,226 183,557
Net debt/Adjusted EBITDA 1.1 2.3 0.9 2.6 n/a
Equity/Asset ratio 56.7 % 56.0 % 61.7 % 58.1 % 54.3 %
Return on equity 6.6 % 4.6 % 4.8 % 2.8 % n/a
____________________________
1) Audited
2) Purmo Group was incorporated on 9 April 2018, and the Group was formed on 1 June 2018 when Purmo Group acquired from Rettig Group the shares in Rettig ICC B.V. that owned the Purmo business, and as such, Purmo Group’s consolidated FAS financial statements for the financial period from 9 April 2018 to 31 December 2018 include Purmo Group’s business operations for a seven-month period from the date of acquisition to year-end 2018. The consolidated income statement information for the financial period from 9 April 2018 to 31 December 2018 presented in this Prospectus has been derived from Purmo Group’s audited consolidated financial statements prepared in accordance with Finnish accounting standards. Balance sheet information is based on the opening IFRS balance sheet as at 1 January 2019 reported under IFRS.

The definitions and reasons for the use of Financial Key Indicators:

Key figure Definition Reason for the use
EBIT Profit before tax and net financial items (Operating profit). EBIT is used to measure profitability generated by operating activities of the Group.
EBIT margin EBIT as per centage of net sales.
EBITDA Operating profit before depreciation, amortisation and impairment. EBITDA is an indicator to measure the operating performance of the Group, before depreciation, amortisation and impairment.
EBITDA margin EBITDA as per centage of net sales.
EBITA Operating profit before the amortisation of intangibles including trademarks. EBITA is an indicator to measure the operating performance of the Group, before amortisation of intangibles including trademarks.
EBITA margin EBITA as per centage of net sales.
Gross profit Net sales less cost of sales.
Comparability adjustments Comparability adjustments comprise of direct transaction and integration costs on M&A activities, restructuring costs and costs incurred in connection with performance improvement programmes, costs that have been incurred in connection with the formation of Purmo Group and costs incurred to achieve stand-alone readiness which will not continue post-Merger as well as costs incurred as a result of Rettig Group’s ownership comprising of management fees and Rettig Group’s legacy incentive plans in addition to other one-off costs such as legal claims or significant out-of-period adjustments and exceptional gains and losses on sale of fixed assets. Comparability adjustments account for items that have been adjusted due to specific events that otherwise affect comparability between different periods. Provides a better understanding to management and investors of the comparable operating activities.Adjusted EBITDA, adjusted EBITDA margin, Adjusted EBITA and Adjusted EBITA margin are presented in addition to EBIT, EBITDA and EBITA to reflect the underlying business performance by adjusting for items that the Group considers to impact comparability (“Comparability adjustments”).
Adjusted EBITDA EBITDA before comparability adjustments
Adjusted EBITDA margin Adjusted EBITDA as per centage of net sales
Adjusted EBITA EBITA before comparability adjustments
Adjusted EBITA margin Adjusted EBITA as per centage of net sales
Net working capital Purmo Group’s inventories, operative receivables less trade and other operative liabilities. Net working capital is a useful measure to monitor the level of direct net working capital tied to the operations and changes therein.
Capex Capex is a measure of capital expenditure for the period which comprises the Group’s investments in property, plant and equipment and intangible assets derived from the consolidated cash flow statement for each financial period. Capex is an indicator of the Group’s investments in property, plant and equipment and intangible assets
Acquisitions (M&A) Acquisitions of subsidiaries and investments in associates derived from the consolidated cash flow statement for the period. Acquisitions capex is an indicator for investments in acquisition of businesses that are intended to grow the Group’s product or service offering, assets or technologies, productive capacity or performance
Adjusted operating cash flow for the last 12 months Adjusted EBITDA on a rolling twelve-month basis deducted with the change in net working capital and capex on a rolling twelve-month basis. Adjusted operating cash flow provides information on the Group’s operating cash flow on an annualised basis, excluding adjusting items.
Cash conversion Adjusted operating cash flow divided by Adjusted EBITDA based on a rolling twelve-month calculation. Cash conversion is used to assess Purmo Group’s efficiency to convert its operating results into cash. The ratio indicates the Group’s capacity to pay dividends and / or generate funds for acquisitions or other transactions.
Operative capital employed Net working capital, other intangible assets, property, plant and equipment, and right-of-use assets. Capital employed presents the total investment in the Group’s business operations.
Return on operative capital employed EBIT based on a rolling twelve-month calculation divided by operative capital employed. Measures the return on the capital tied up in the business.
Net debt Non-current and current borrowings (including shareholder loan) and non-current and current lease liabilities less cash and cash equivalents. To show the net of interest bearing assets and interest bearing liabilities
Net debt/Adjusted EBITDA Net debt divided by Adjusted EBITDA based on a rolling twelve-month calculation The ratio indicates how fast the Group can repay its net debt using adjusted EBITDA (expressed in
years), and it is a useful measure to monitor the level of the Group’s indebtedness.
Equity to Asset ratio Total equity attributed to the owners of the company divided by total assets derived from the IFRS consolidated financial statements. The ratio is a useful indicator to measure how much of the Group’s assets are funded by issuing shares rather than through external borrowings.
Return on equity Group’s profit for the period attributable to the owners of the Parent based on a rolling twelve-month calculation divided by the average total equity attributable to owners of the Company. Shows owners the return on
their invested capital

Reconciliation of Alternative Performance Measures

Reconciliation of EBITA, Adjusted EBITA, EBITDA and Adjusted EBITDA:

For the nine months ended 30 September For the year ended 31 December For the period 9 April to 31 December
In EUR thousand 2021 2020 2020 2019 2018
IFRS IFRS FAS
(unaudited) (unaudited, unless otherwise indicated)
EBIT 45,344 33,056 42,028 1) 27,896 1) 942 1)
EBIT margin 7.3 % 6.8 % 6.3 % 4.0 % 0.2 %
Amortisation 2,185 2,140 2,916 1) 1,321 1) 11,622 1)
EBITA 47,529 35,196 44,944 29,217 12,564
EBITA margin 7.7 % 7.3 % 6.7 % 4.2 % 3.1 %
Depreciation 21,252 20,029 26,994 1) 25,015 1) 9,751 1)
EBITDA 68,781 55,225 71,938 54,232 22,315
EBITDA margin 11.1 % 11.4 % 10.7 % 7.8 % 5,5 %
Comparability adjustments
M&A related transaction and integration costs 22 172  382 1,495 730
Restructuring costs and one-off costs related to efficiency
programmes
8,609 3,150 7,813 3,770 4,238
Formation of Purmo Group and standalone preparations 2,868 1,046 1,978 1,271
Management fee to owners and legacy Rettig Group incentive
plans
1,365 1,619 2,873 4,593 5,157
Other -350 136 48 1,577
Total adjustments 12,514 5,987 13,182 11,177 11,702
Adjusted EBITDA 81,296 61,211 85,120 65,409 34,017
Adjusted EBITDA margin 13.1 % 12.6 % 12.7 % 9.4 % 8.4 %
Depreciation 21,252 20,029 26,994 1) 25,015 1) 9,751 1)
Adjusted EBITA 60,043 41,183 58 126 40,394 24,266
Adjusted EBITA margin 9.7 % 8.5 % 8.7 % 5.8 % 6.0 %
____________________________
1) Audited

Reconciliation of Adjusted Operating Cash Flow for the last 12 months and Cash Conversion:

As at and for the nine months ended 30 September As at and for the year ended 31 December
In EUR thousand 2021 2020 2020 2019
IFRS IFRS
(unaudited) (unaudited, unless otherwise indicated)
Adjusted EBITDA for the last 12 months 105,204 79,020 85,120 65,409
Change in net working capital compared to previous year same
period
-34,855 16,729 20,685 20,803
Capex for the last 12 months -12,305 -16,880 -11,604 -31,163
Adjusted operating cash flow for the last 12 months 58,045 78,869 94,201 55,049
Cash conversion 55.2 % 99.8 % 110.7 % 84.2 %

Reconciliation of Net working capital, operative capital employed and return on capital employed:

As at 30 September As at 31 December
In EUR thousand 2021 2020 2020 2019
IFRS IFRS
(unaudited) (unaudited, unless otherwise indicated)
Inventories 143,560 111,913 105,296 1) 114,389 1)
Operative receivables2) 164,217 113,409 70,681 84,966
Operative liabilities3) 211,717 164,116 142,513 145,206
Net working capital 96,061 61,206 33,464 54,149
Other intangible assets 36,232 38,389 37,990 1) 39,648 1)
Property, plant and equipment 127,400 134,943 133,292 1) 148,395 1)
Right-of-use assets 31,689 32,510 30,870 1) 35,793 1)
Operative capital employed 291,382 267,047 235,616 277,985
EBIT for the last 12 months 54,315 41,034 4) 42,028 27,896
Return on operative capital employed 18.6 % 15.4 % 17.8 % 10.0 %
____________________________
1)Audited
2) On 30 September 2021, operative receivables include trade receivables and EUR 21,143 thousand (30 September 2020: EUR 17,005 thousand, 2020: EUR 17,134 thousand, 2019: 17,169 thousand) other current operative receivables included in related party vendor note and other receivables and EUR 476 thousand (30 September 2020: 502 thousand, 2020: EUR 487 thousand, 2019: 543 thousand) non-current in other receivables.
3)On 30 September 2021, operative liabilities include EUR 210,543 thousand (30 September 2020: EUR 162,842 thousand, 2020: EUR 141,266 thousand, 2019: 143,783 thousand) operative liabilities included in trade and other payables and EUR: 1,174 thousand (30 September 2020: 1,274 thousand, 2020: EUR 1,247 thousand, 2019: 1,423 thousand) non-current operative liabilities included in other payables.
4) The cumulative EBIT for the last 12 months as at 30 September 2020 includes EUR 7,978 thousand of EBIT for the last quarter of 2019.

Reconciliation of Net debt:

As at 30 September As at 31 December As at 1
January
In EUR thousand 2021 2020 2020 2019 2019
IFRS IFRS IFRS
(unaudited) (audited unless otherwise indicated)
Loans and borrowings (non-current) 7,791 40,159 30,191 62,949
Loans and borrowings (current) 100,138 115,975 94,487 110,131 98,947
Lease liabilities (non-current) 34,782 34,622 29,729 33,517 31,118
Lease liabilities (current) 2,079 1,803 5,943 6,029 5,031
Cash and cash equivalents -32,167 -11,862 -55,012 -12,642 -14,488
Net debt 112,623 180,697 75,148 1) 167,226 1) 183,557 1)
____________________________
1) Unaudited

Reconciliation of Net debt / Adjusted EBITDA:

As at and for the nine months ended 30 September As at and for the year ended 31 December
In EUR thousand 2021 2020 2020 2019
IFRS IFRS
(unaudited) (unaudited)
Net debt 112,623 180,697 75,148 167,226
Adjusted EBITDA for the last 12 months 105,204 79,020 1) 85,120 65,409
Net debt/Adjusted EBITDA 1.1 2.3 0.9 2.6
____________________________
1) The cumulative Adjusted EBITDA for the last 12 months as at 30 September 2020 includes EUR 17,809 thousand of Adjusted EBITDA for the last quarter of 2019.

Reconciliation of Equity/Asset ratio:

As at 30 September As at 31 December As at 1 January
In EUR thousand 2021 2020 2020 2019 2019
IFRS IFRS IFRS
(unaudited) (audited, unless otherwise indicated)
Equity attributable to owners of the Company 537,961 510,712 515,532 516,716 475,703
Total assets 948,433 912,743 836,151 888,662 877,014
Equity/Asset ratio 56.7% 1) 56.0% 1) 61.7% 1) 58.1% 1) 54.2% 1)
____________________________
1) Unaudited

Reconciliation of Return on Equity:

As at and for the nine months ended 30 September As at and for the year ended 31 December
In EUR thousand 2021 2020 2020 2019
IFRS IFRS
(unaudited) (audited, unless otherwise indicated)
The cumulative last 12 month profit attributable to owners
of the Company2)
34,600 23,461 24,854 13,750
Equity attributable to owners of the Company beginning
of period
515,532 516,716 516,716 475,641
Equity attributable to owners of the Company end of period 537,961 510,712 515,532 516,716
Equity attributable to owners of the Company average 526,746 1) 513,713 1) 516,123 1) 496,179 1)
Return on equity 6.6% 1) 4.6% 1) 4.8% 1) 2.8% 1)
____________________________
1) Unaudited
2) Cumulative last 12 month profit for the period attributed owners of the Company as at 30 September 2021 includes EUR 5,806 thousand profit for the period attributed to owners of the Company for the last quarter of 2019.
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