0MPF Boreo Oyj

Boreo Plc, FINANCIAL STATEMENTS BULLETIN JANUARY 1 - DECEMBER 31, 2022

Boreo Plc, FINANCIAL STATEMENTS BULLETIN JANUARY 1 - DECEMBER 31, 2022

March 3, 2023, at 9:00 EET

Stable results and strong cash flow

October-December 2022 (continuing operations)

• Net sales grew by 15% to EUR 45.0 million (2021: 39.2).
• Operational EBIT increased by 15% to EUR 2.2 million (4.9% of net sales) (2021: 1.9). Operational EBIT was weakened by a write-down of EUR 0.3 million from the exit from SANY operations in Finland and Sweden. Operational EBIT excluding the write-down was EUR 2.5 million (5.6% of net sales).
• EBIT rose clearly to EUR 1.7 million (2021: 1.0).
• Free cash flow (before acquisitions) strengthened clearly and was EUR 3.2 million (2021: 0.2 including operations discontinued in 2022). Net cash flow from operating activities rose to EUR 3.7 million (2021: 0.6 including operations discontinued in 2022). Cash flow was strengthened by the release of working capital from inventories by EUR 1.0 million.
• The profit for continuing operations amounted to EUR 0.9 million (2021: EUR 0.6 million).
• Operational EPS was EUR 0.32 (2021: 0.45).
• EPS was EUR 0.16 (2021: 0.14).
• In December, Boreo announced that it strengthened its Technical Trade business area by acquiring J-Matic Oy, J-Matic Rent Oy and Filterit Oy.
• In December, Boreo announced that the subsidiary, ESKP, reported under Other Operations, strengthened its position as a specialized logistics provider by acquiring the business of Basti Oy.
• In January 2023, Boreo announced that it had agreed with SANY Europe GmbH to terminate the excavator dealership agreements in the Finnish and the Swedish markets following SANY’s plans to reorganize its operations in the Nordic region and the updated strategy and strategic financial targets of Boreo published in September 2022.

January-December 2022 (continuing operations)

• Net sales grew by 31% to EUR 160.4 million (2021: 122.0).
• Operational EBIT increased by 21% to EUR 8.7 million (5.4% of net sales) (2021: 7.2). Operational EBIT was weakened by a write-down of EUR 0.3 million from the exit from SANY operations in Finland and Sweden. Operational EBIT excluding the write-down was EUR 9.0 million (5.6% of net sales).
• EBIT amounted to EUR 6.5 million (2021: 5.8). EBIT for the comparison period was significantly affected by a non-recurring EUR 0.8 million sales gain from the Espoo headquarters.
• Free cash flow (before acquisitions, including discontinued operations) strengthened and was EUR 2.2 million (2021: 1.1). Net cash flow from operating activities rose to EUR 4.1 million (2021: 2.0)
• The profit for continuing operations amounted to EUR 4.4 million (2021: EUR 3.9 million).
• The profit for discontinued operations amounted to EUR -4.7 million (2021: EUR 1.6 million). The result was negatively affected by the write-down of some EUR 5.9 million in Russian operations in the second quarter.
• Operational EPS was EUR 1.82 (2021: 1.86).
• EPS was EUR 1.12 (2021: 1.40).

The Board of Directors’ dividend distribution proposal

• The distributable assets of the parent company Boreo Plc on December 31, 2022 were EUR 13.9 million, of which the profit for the financial period is EUR 4.6 million. The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.22 per share to be paid for the ended financial period by decision of the Annual General Meeting, and in addition, the Annual General Meeting would authorize the Board of Directors to decide later, at its discretion, on the distribution of another dividend of up to EUR 0.22 per share later during 2023.

Classification of Russian operations as discontinued operations

On August 9, 2022, Boreo announced that it had sold its 90% holding in the electronics component distribution business in Russia (YE Russia). Unless otherwise stated, all figures in this financial statements bulletin relate to continuing operations. In the income statement, the comparison periods have also been adjusted for continuing operations, while the data in the cash flow statement have not been adjusted and include discontinued operations. The December 31, 2022 balance sheet no longer includes discontinued operations. Discontinued operations also include the subsidiary of the Russian operations located in Turkey.

Financial guidance and business model

On September 27, 2022, Boreo announced its updated strategy and strategic financial targets and presented them in its CMD on that day. Boreo's business model is to own, acquire and develop operations in Northern Europe. Boreo focuses on value creation in the long term and its aim is to be the best home for its companies and personnel.  The main focus areas of the strategy are: Acquisitions, Development and People & Culture.

Boreo’s future focus is on earnings growth with attractive return on capital. The company's long-term strategic financial targets are:

• Minimum 15% average annual operational EBIT growth
• Minimum 15% Return on Capital Employed (ROCE)
• Net debt to operational EBITDA between 2-3 (including acquired businesses as if they had been held for 12 months at the reporting date)

Boreo’s dividend policy is to pay an annually increasing dividend per share, considering capital allocation priorities.

The above-mentioned strategic financial objectives still serve as the company's financial guidelines. In line with its guidance policy, the company does not give separate short-term financial guidance.

As of the Q1 2022 interim report, Boreo has changed the accounting principle of operational EBIT so that operational EBIT no longer includes the impact of the allocation of acquisition costs. The impact of the allocation of acquisition costs arises from the depreciation of fair value allocations at the time of acquisition based on IFRS during their useful life. The company feels that operational EBIT before allocation of acquisition costs better reflects the profitability of its operations. The change has an impact on operational EBIT and operational EPS. The figures for the comparison period have been adjusted to reflect the same principle to maintain comparability. Other than that, the accounting principles of this review do not include any changes that affect comparability and the underlying financial statements figures have been audited. The comparison figures in brackets refer to the corresponding period of the previous year, unless otherwise specified.

Key figures, continuing operations
EUR million	Q4 2022	Q4 2021	Change	Q1-Q4 2022	Q1-Q4 2021	Change
Net sales	45.0	39.2	15%	160.4	122.0	31%
Operational EBIT	2.2	1.9	15%	8.7	7.2	21%
relative to net sales, %	4.9%	5.0%	-	5.4%	5.9%	-
EBIT	1.7	1.0	68%	6.5	5.8	12%
Profit before taxes	1.1	0.7	61%	5.5	4.6	19%
Profit for the period, continuing operations	0.9	0.6	47%	4.4	3.9	14%
Profit for the period, discontinued operations	0.5	0.5	-2%	-4.7	1.6	-
Free Cash flow***	3.2	0.2	1490%	2.2	1.1	102%
Equity ratio, %	35.4%	23.8%	-	35.4%	23.8%	-
Interest-bearing net debt	30.9	41.0	-25%	30.9	41.0	-25%
Interest-bearing net debt relative to operational EBITDA of the previous 12 months*	2.2	3.8	-	2.2	3.8	-
Return on Capital Employed (ROCE %), R12	10.4%	13.4%	-	10.4%	13.4%	-
Return on equity (ROE %), R12	12.1%	28.6%	-	12.1%	28.6%	-
Personnel at end of the period	327	271	21%	327	271	21%
Operational EPS, EUR	0.32	0.45	-29%	1.82	1.86	-2%
EPS, EUR	0.16	0.14	14%	1.12	1.40	-20%
EPS, EUR, discontinued operations**	0.18	0.26	-31%	-1.56	0.59	-
Free cash flow per share, EUR***	1.21	0.08	1,414%	0.82	0.42	98%

* Calculated in accordance with the calculation principles established with financiers. The formula for calculating the indicator is presented later in this report. Indicator adjusted for the comparison period. **The effect of the interest rate of the hybrid bond recorded in equity adjusted by the tax effect is considered in the calculation of the EPS starting from Q1 2022. In Q4, this net effect was EUR 0.13 per share and EUR 0.44 per share in Q1-Q4. *** Cash flow includes discontinued operations.

Q4/2022 - CEO Kari Nerg:

The company's ability to generate attractive return on capital improved significantly

Year 2022 for Boreo will go down in history as a year characterized by the significant steps taken in the development of the company’s operating model and the disciplined execution of our long-term value creation playbook. The turmoil in the global operating environment led us to exit from the Russian market.

In September 2022, we updated our strategy and strategic financial targets to further emphasize our focus on creating earnings growth with attractive returns on capital. The update was based on experiences gathered in 2020-2022, operating as a serial acquirer while building a strong foundation for our long-term value creation work.

During the year, we made significant progress in all of our strategic focus areas and our ability to generate attractive return on capital improved significantly:

• Acquisitions: We acquired 9 new companies with an average EBITDA of around 15% and with strong cash flow generation. The companies were acquired at reasonable valuation levels, and we expect to achieve attractive return on the capital deployed to the acquisitions.
• Development: We took significant steps in improving our decentralized operating structure by introducing the Boreo Clock, the Game Plan concept, used to steer the future direction of our companies and the Group. In addition, we learned to better operate in an organization striving to promote managerial responsibility and unleash entrepreneurial spirit.
• People & Culture: The personnel share issue carried out in summer, where the company's personnel invested a total of EUR 1.5 million in the company's shares and the Boreo Academy, launched in spring, were the key achievements within our People & Culture strategy.

Stable financial performance continued in Q4 2022

The last quarter of 2022 demonstrated a successful and stable ending to the year. Operational EBIT (excluding the announced SANY write-off of EUR 0.3 million) grew by 25% and was EUR 2.5 million (5.6% of net sales). We started to see positive impacts from the work done in improving capital efficiency and reached EUR 3.8 million operating cash flow before taxes and financing costs, after investments, driven by the release of working capital in the companies. Strong cash flow contributed to deleveraging and our net debt relative to the 12-month EBITDA fell to 2.2 (vs. 2.5 in Q3 2022 and strategic target range of 2-3).

Group level return indicators were on expected moderate levels at the end of the year (ROCE 10.4% and ROE 12.1%) as the hybrid bond raised in February 2022 continued to increase its weight on the rolling 12 month capital employed and the positive development on working capital will kick-in to impact KPIs in the coming quarters.

For the full year 2022, we recorded net sales of EUR 160 million (+31%), operational EBIT of EUR 8.7 million (+21%) and operating cash flow before taxes and financing costs, after investments (excluding the impact of discontinued operations) of EUR 5.7 million. Operational earnings per share was EUR 1.82. Both operating margin levels and capital efficiency are below our target levels and we continue to steer the firm towards our long-term targets.

Electronics and Technical Trade drove profitability while challenges continued for Heavy Machines

The growth of earnings during Q4 2022 was driven by the strong development of our Electronics and Technical Trade business areas. In both business areas demand for our products and services remained at a good level and in spite of uncertainties in the general operating environment concrete signs of a potential slow-down continue to be limited.

For our Heavy Machines business area Q4 marked an end for a challenging year due to supply chain delivery issues as well as an unsuccessful ramp-up of SANY operations in Finland and Sweden. The decision to exit from the excavator business follows our resource and capital allocation thinking and we expect not only to be able to generate better returns on capital elsewhere but also to enable improved focus on the rest of our businesses within the Heavy Machines business area. The strong order books in Putzmeister operations and FNB provide a good basis for our ambition to steer the business area back to historical profitability levels.

We welcomed three new companies to the Boreo family

During Q4 2022 we successfully completed three strategic acquisitions and welcomed Filterit, J-Matic and Basti to the Group. The acquisitions of Filterit and J-Matic both open new interesting growth and capital allocation opportunities in sectors which we consider to be sources of possible growth for Boreo in the future. In addition, the acquisitions contribute to our objective of increasing the share of predictable and stable cash flows and exposure to process industries.

Continued focus on building a company that creates long-term value

While I am proud and satisfied of many of our achievements in 2022, I am confident of our ability to continue on the track of transforming the company towards higher operating margins, higher returns on capital and further strengthening long-term value creation. In 2023, we will focus on instilling the capital efficiency thinking in our organization, growing the universe for capital allocation opportunities and developing the Boreo Way.

Boreo Plc’s financial reporting in 2023:

Financial Statements Bulletin for 2022: March 3, 2023 at 09:00 EET. The release will be available after the publication on the company's website at: www.boreo.com/investors.

CEO Kari Nerg and CFO Aku Rumpunen will present the Financial Statements Report in a webcast on the same day at 11:00 EET. Webcast will be held in English and questions can be presented during the presentation.  

Webcast can be followed at: https://boreo.videosync.fi/2022-q4-results and the recording will be available afterwards at: www.boreo.com/investors.

Interim report 1-3/2023: May 5, 2023 Half year report 1-6/2023: August 10, 2023 Interim report 1-9/2023: November 2, 2023

The Annual Report and the Financial Statements Jan. 1 - Dec. 31, 2022 will be published in week 10.

Vantaa, March 3, 2023

BOREO PLC

Board of Directors

Further information:

Kari Nerg CEO tel +358 44 341 8514

Aku Rumpunen CFO tel +358 40 556 3546

Distribution: NASDAQ Helsinki Ltd Financial Supervisory Authority Principal media

www.boreo.com

Boreo in brief:

Boreo is a company listed on Nasdaq Helsinki that creates value by owning, acquiring and developing small and medium sized companies in Northern Europe. Boreo's business operations are organized into three business areas: Electronics, Technical Trade and Heavy Machines.

Boreo’s main objective is to create shareholder value in the long-term. It aims to achieve this with an acquisition-driven strategy, creating optimal conditions for its businesses to increase sales and improve profitability, and by being a best-in-class home for its companies and personnel. ​

The Group's net sales in 2022 were EUR 160.4 million and it employs over 300 people in seven countries. The company’s headquarter is in Vantaa.

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• Boreo_financial statements bulletin_2022