Note 30. Acquisition and divestment of operations, discontinued operations and assets held for sale

The acquisitions and divestments of business combinations executed in 2019 are set out below. Annual revenue and number of employees reflect the situation at the date of the respective transaction. Goodwill is not tax deductible.

Business area

Company

Acquisition date

Annual revenue

No. of employees

1)

Belongs to cash generating unit Business area level SMS

2)

Belongs to cash generating unit Seco Tools

3)

Belongs to cash generating unit Walter Group

Sandvik Machining Solutions

Wetmore Tool & Engineering1)

9 January 2019

160 MSEK in 2017

170

Sandvik Mining and Rock Technology

Artisan

11 February 2019

12 MUSD in 2017

60

Sandvik Machining Solutions

OSK2)

10 April 2019

120 MSEK in 2017

90

Sandvik Mining and Rock Technology

Newtrax

17 June 2019

26 MCAD in 2018

120

Sandvik Machining Solutions

BeamIT, 30% stake1)

12 July 2019

70 MSEK in 2018

38

Sandvik Materials Technology

Thermaltek

31 December 2019

13 MUSD in 2018

30

Sandvik Machining Solutions

Melin Tool Company3)

31 December 2019

22 MUSD in 2018

100

Total fair value of assets and liabilities of acquired businesses in 2019

The fair value of acquired assets and assessed liabilities has been preliminarily established for the acquisitions of Newtrax, Melin Tool and Thermaltek. Only minor IFRS adjustments were made to the acquisition values.

Fair value recognized in the Group during 2019

 

Sandvik Machining Solutions

Sandvik Mining and Rock Technology

Sandvik Materials Technology

Total

Intangible assets

23

23

Property, plant and equipment

47

29

76

Inventories

52

61

113

Current receivables

89

204

293

Cash and cash equivalents

3

38

41

Provisions

–22

–22

Interest-bearing liabilities

–28

–245

–273

Non-interest-bearing liabilities

–94

–178

–272

Net identifiable assets and liabilities

69

–90

–21

Goodwill and surplus values

730

930

154

1 814

Purchase consideration

–799

–840

–154

–1,793

Cash and cash equivalents in the acquired business

3

38

41

Repayment of loans

Transaction expenses

–46

–74

–120

Net cash outflow

–842

–876

–154

–1,872

Contributions from companies acquired in 2019 by business area

 

Sandvik Machining Solutions

Sandvik Mining and Rock Technology

Sandvik Material Technology

Total

Contributions as of acquisition date

 

 

 

 

Revenue

211

83

294

Profit/loss for the year

–26

–124

–150

 

 

 

 

 

Contributions if the acquisition date would have been 1 January 2019

 

 

 

 

Revenue

447

293

126

866

Profit/loss for the year

–9

–147

27

–129

Change of total fair value recognized in the Group from businesses acquired during 2018

 

Machining Solutions

 

Mining and Rock Technoloy

 

Metrologic

Dura-Mill

Inrock

 

 

 

 

 

 

 

 

 

 

 

2018

2019

Change

2018

2019

Change

2018

2019

Change

Intangible assets

1463

1463

4

4

Property, plant and equipment

29

49

20

11

11

84

93

9

Inventories

7

7

16

16

65

65

Current receivables

282

282

7

7

172

172

Cash and cash equivalents

314

314

6

6

Provisions

–10

–10

Interest-bearing liabilities

–2

–2

–1

–1

–5

–8

–3

Non-interest-bearing liabilities

–2147

–2147

–2

–2

–325

–325

0

Net identifiable assets and liabilities

–64

–44

20

42

42

–9

–3

6

Goodwill and surplus values

1966

1882

–84

146

104

–42

681

665

–16

Purchase consideration

–1902

–1838

64

–146

–146

1

–672

–662

10

Cash and cash equivalents in the acquired business

314

314

Repayment of loans

–1924

–1924

–0

–0

0

–171

–171

Transaction expenses

–68

–68

Net cash outflow

–3580

–3516

64

–146

–146

1

–843

–833

10

Discontinued operations

The Mining Systems business was divested to FLSmidth and NEPEAN already in 2017, however a number of ongoing projects were kept to be delivered by Sandvik in 2017–2019, though an operational agreement with FLSmidth. The majority of the projects were completed by the end of 2019, however Mining Systems still has some personnel and guarantees that expire in 2020 and 2021.

Income statement for discontinued operations

 

2018

2019

Revenue

852

295

Cost of sales and services

–1,174

–385

Gross profit

–322

–90

Selling expenses

–42

–29

Administrative expenses

–110

–45

Research and development costs

–6

0

Other operating income

12

4

Other operating expenses

–84

–44

Operating loss

–552

–204

Financial income

Financial expenses

8

–1

Net financing costs

8

–1

Loss after financial items

–545

–205

Income tax

Loss for the year

–545

–205

Cash flow statement from discontinued operations

 

2018

2019

Cash flow from operating activities

–439

–152

Cash flow from investing activities

2

16

Cash flow from financing activities

–2

–2

Cash flow from discontinued activities

–439

–138

Assets held for sale

During October 2019 Sandvik signed an agreement to divest the segment Oil and Gas which is the majority of Drilling and Completions (Varel) to the private equity firm Blue Water Energy and its co-investor, the privately owned Nixon Energy Investments. Sandvik will remain as minority owner of 30 percent of the company and hold a position on the board. Since the recovery of the investment is principally through sale the assets and liabilities were classified as a disposal group held for sale. The disposal group was measured at fair value less costs to sell. The transaction triggered a write-down of goodwill and other intangible assets with an effect on net result of 3.9 million SEK. Goodwill is not tax deductible. The foreign currency translation differences relating to the Varel disposal group amounts to –428 million SEK at the balance sheet date. At the disposal date, Sandvik, will recognize the remaining 30 percent of Drilling and Completion (Varel) as an associated company. The associate will be measured at fair value at disposal date (closing date) and is subsequently accounted for using the equity method. Closing of the transaction is expected during the first quarter of 2020.

Assets and liabilities held for sale

 

2018

2019

Intangible assets

18

Property, plant and equipment

26

249

Right of Use Assets

57

Financial assets

4

111

Inventories

72

571

Trade receivables

234

535

Other current assets

305

273

Total assets

641

1,815

Provisions

4

312

Interest-bearing liabilities

0

88

Accounts payable

138

171

Accrued expenses and deferred income

85

110

Other non-interest-bearing liabilities

385

199

Total liabilities

612

880

Divestments

No divestments during 2019. Some minor adjustments were made to the final values of previous years divestments.