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Addnode Group

Interim / Quarterly Report Oct 25, 2013

3001_10-q_2013-10-25_5505b8b0-ac02-4775-a83d-954bdfa262b1.pdf

Interim / Quarterly Report

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Interim Report 1 January – 30 September 2013

A Challenging quarter – Addnode Group can do better

Third quarter 2013

  • Net sales totaled SEK 301.4 (291.3) M, up 3 percent.
  • Adjusted EBITA amounted to SEK 14.4 (27.1) M, an EBITA-margin of 4.8 (9.3) percent1) .
  • Adjusted operating profit amounted to SEK 8.3 (22.0) M, an operating margin of 2.8 (7.6) procent. 1) .
  • Profit after tax was SEK 0.9 (16.9) M.
  • Earnings per share after dilution amounted to SEK 0.03 (0.60).
  • Cash flow from operating activities amounted to SEK -1.4 (-10.7) M.
  • 1) Excluding non-recurring cost SEK -5.5 (0.0) M for management changes and for the revaluation of the conditional purchase considerations totaling SEK -0.2 (0.0) M.

January – September 2013

  • Net sales totaled SEK 1 010.0 (970.3) M, up 4 percent.
  • Adjusted EBITA amounted to SEK 62.5 (86.3) M, an EBITA-margin of 6.2 (8.9)1) .
  • Adjusted operating profit amounted to SEK 45.5 (71.8) M, an operating margin of 4.5 (7.4) procent2) .
  • Profit after tax was SEK 28.9 (53.5) M.
  • Earnings per share after dilution amounted to SEK 1.01 (1.89).
  • Cash flow from operating activities amounted to SEK 64.4 (48.9) M.
  • 2) Excluding non-recurring cost SEK -5.5 (0.0) M for management changes and for the revaluation of the conditional purchase considerations totaling SEK -0.2 (-1.9) M.

Significant events during third quarter 2013

  • Acquisition of Joint Collaboration AS, a Norwegian software company with a turnover of approximately SEK 135 M.
  • Order for e-archives for the Swedish National Police Board valued at SEK 10 M.

Significant events after the end of the period

  • Order for document and case management system and e-archive for Statistics Sweden (SCB) valued at a minimum of SEK 9 M.
  • Management changes at the Content Management business area.

Addnode Group is one of the largest IT groups in the Nordic region. We are market leader in the Nordic region in IT solutions for design, construction and product lifecycle management for products and installations. Addnode Group also has a strong market position in Sweden in case management systems for the public sector, municipal technical systems, geographic information systems, as well as a strong offering in the web area. Addnode Group has approximately 950 employees and customers are from both private and public sectors. Net sales for 2012 amounted to SEK 1.365 M.

The information in this interim report is such that Addnode Group must disclose in accordance with the Swedish Securities and Clearing Operations Act and/or the Financial Instruments Trading Act. The information was released on 25 October 2013 at 08:30am.

>> As we leave the third quarter behind us, I am not satisfied with what we have achieved in terms of financial results, but I am nevertheless hopeful and I know that Addnode Group can do better.<<

CEO's comments

A challenging third quarter

Addnode Group reported year-on-year growth of 3 percent during the third quarter but the financial result has been unsatisfactory. Protracted decision-making processes in the industrial sector impacted license and service sales in the Design Management and PLM Management business areas. However, we continue to increase the recurring revenue from support and maintenance.

The Process Management business area, with the public sector as its market, reported continued growth and stable margins. Customers have a positive view of our e-service offering and we have secured several new case management orders from such customers as the Swedish National Police Board, Statistics Sweden (SCB) and several municipalities. During the third quarter non-recurring costs were charged to the Content Management business area relating to organizational and management changes, as well as for new management in Denmark within business area Design Management. Efforts are proceeding to restore an acceptable level of profitability to the underperforming parts of the groups' operation.

Addnode Group can do better than its third-quarter results suggest

There is a high level of activity in the Group and, over the past number of months; we have participated in several major market events, such as the Technia Innovation Forum, Cad-Q open days, TekisTräffen and iipax open days, which attracted a total of nearly one thousand visitors. As we leave the third quarter behind us, I am not satisfied with what we have achieved in terms of financial results, but I am nevertheless hopeful and I know that Addnode Group can do better. We have a long-term plan that does not depend solely on the results of a single quarter. We are continuously implementing measures to enhance efficiency and carrying out robust investments, such as the acquisition of Joint Collaboration. We do not issue any forecasts, but Addnode Group's business is seasonal and, in historical terms, the fourth quarter delivers the highest net sales and EBITA.

Staffan Hanstorp, President and CEO

Growth and earnings distribution, Q3 2010 – Q3 2013, SEK M

>>Agreement with the Swedish National Police Board pertaining to a central e-archive system for the entire Police operation and its 28,000 employees.<<

>> Ida Infront won procurement after receiving the highest score in evaluation of functionality, demonstration and test, and also offered the lowest price.<

Significant events during the third quarter of 2013

Acquisition of Joint Collaboration

Joint Collaboration AS focuses on IT-based cooperation tools for project management and interaction between companies and their external customers and suppliers during development and construction projects primarily in the oil, gas and construction industries. For the 12-month period, April 2012 – March 2013, net sales amounted to NOK 120 M and EBITA to NOK 23 M. The company has about 50 employees. Joint collaboration is consolidated in the Design Management business area from the date of transfer on August 30, 2013. For more information on the terms and conditions of the acquisition, refer to page 8.

Order for e-archives for the Swedish National Police Board valued at a minimum of SEK 10 M

Ida Infront, a subsidiary of Addnode Group, has signed an agreement with the Swedish National Police Board pertaining to a central e-archive system for the entire Police operation and its 28,000 employees. The agreement extends over four years, with a minimum order value of SEK 10 M, and an option to extend for another three years. The assignment for the Swedish National Police Board includes licenses, services and a number of options in the form of additional licenses and services.

Significant events after the end of the period

Order for document and case management system and earchive for a minimum value of SEK 9 M

Ida Infront signed an agreement for the delivery of a new document and case management system and e-archive for Statistics Sweden (SCB). The agreement extends over three years, with a minimum order value of SEK 9 M. Approximately 1,400 employees at Statistics Sweden will use the solution, providing the agency with support for such tasks as case management, document and workflow management, e-archive and workflows.

Ida Infront won the procurement after receiving the highest score in evaluation of functionality, demonstration and tests, and also offered the lowest price.

Management changes at the Content Management business area

As of October 25, 2013, Staffan Hanstorp is the Business Area Manager of Content Management. Joakim Dahlgren, formerly acting Business Area Manager of Content Management, continues in his role as acting CEO of Mogul.

Net sales, quarterly trend, SEK M

Seasonal variations

Addnode Group's operations are seasonal. The fourth quarter normally has the highest net sales and EBITA.

EBITA, quarterly trend, SEK M1)

1) Excluding capital gains and the revaluation of the purchase consideration.

Net sales distributed by revenue type, Q2 2013

Addnode Group has a large proportion of recurring revenue in the form of support and maintenance agreements.

Consolidated net sales and earnings

Refer also to the section "Net sales and EBITA in the business areas" on page 5 for additional comments on the trends for the business areas and the Group.

Third quarter of 2013

Net sales rose 3 percent to SEK 301.4 M (291.3). Adjusted for nonrecurring costs of SEK 5.5 M (0.0) for management and personnel changes and costs for the revaluation of conditional purchase considerations of SEK 0.2 M (0.0), EBITA amounted to SEK 14.4 M (27.1), corresponding to an EBITA margin of 4.8 percent (9.3).

Software revenue amounted to SEK 39 M (42), revenue from support and maintenance agreements increased to SEK 144 M (129), revenue from services rose to SEK 111 M (110) and revenue from other activities was SEK 7 M (10).

The Process Management business area recorded growth of 12 percent, thus positively contributing to the Group's earnings trend. Lower earnings for the Design Management and PLM Management business areas and nonrecurring costs for Content Management resulted in deterioration in the results reported by the Group compared with the year-earlier period.

Net financial items were a negative SEK 0.5 M (pos: 0.4). Tax recognized for the period amounted to an expense of SEK 1.2 M (expense: 5.5) and profit after tax amounted to SEK 0.9 M (16.9). Earnings per share after dilution amounted to SEK 0.03 (0.60).

January - September 2013

Net sales rose 4 percent to SEK 1,010.0 M (970.3). Adjusted for nonrecurring costs of SEK-5.5 M (0.0) for management and personnel changes and costs for the revaluation of conditional purchase considerations of SEK 0.2 M (income: 1.9), EBITA amounted to SEK 62.5 M (86.3), corresponding to an EBITA margin of 6.2 percent (8.9). Software revenue increased to SEK 149 M (142), revenue from support and maintenance agreements increased to SEK 444 M (383), revenue from services amounted to SEK 388 M (405) and revenue from other activities amounted to SEK 29 M (40). The Process Management business area reported growth and generated stable earnings at a high level. Lower earnings in the third quarter for the Design Management and PLM Management business areas and weak earnings for Content Management for the entire period resulted in a deterioration in the results reported by the Group compared with the yearearlier period.

Net financial items were a negative SEK 0.3 M (pos: 1.5). Tax recognized for the period amounted to an expense of SEK 10.6 M (expense: 17.9) and profit after tax amounted to SEK 28.9 M (53.5). Earnings per share after dilution amounted to SEK 1.01 (1.89).

Net sales and EBITA for the business areas

Addnode Group's operations are organized in and controlled based on four business areas. For more information on each business area, refer to www.addnodegroup.com.

Design Management

IT solutions for creating and managing digital models and drawings. We build solutions for such operationcritical processes as design, product development, manufacture, technical documentation, publication and storage.

In the third quarter, net sales rose 10 percent to SEK 137.3 M (124.3). Adjusted for non-recurring costs of SEK 1.3 (0.0) M for management changes in Denmark, EBITA amounted to SEK 5.7 M (11.7), corresponding to an EBITA margin of 4.2 percent (9.4). The newly acquired company Joint Collaboration AS was consolidated for one month in the third quarter and had a marginal impact on earnings for the quarter. For the offering of IT solutions for digital models and drawings, earnings were affected by prolonged decision-making processes relating to investments in software. Growth in the various countries was mixed. Norway reported healthy growth and the Finnish operations displayed stable development, while Sweden experienced a more difficult quarter. Denmark, which is the smallest unit in the business area, faced continued market challenges and earnings were unsatisfactory. The business area received new orders from such customers as Cargotec, Etteplan Oyj, Norsafe AS, Riksdagsförvaltningen, Rolls-Royce Marine, Selvaag, Tengbom White Arkitekter, Volvo AB and Wärtsilä Ship Design. For the nine-month period, net sales rose 9 percent to SEK 445.1 M (407.4) and EBITA adjusted for non-recurring costs of SEK 1.3 M amounted to SEK 28.5 M (37.2), corresponding to a margin of 6.4 percent (9.1).

Product Lifecycle Management

Realization of a PLM strategy through IT solutions – from review of business processes, problem analysis and preparation/training of the organization, to system implementation, commissioning and maintenance. In the third quarter, net sales rose to SEK 49.0 M (52.1) and EBITA amounted to SEK 1.8 M (4.6), corresponding to a margin of 3.7 percent (8.8). Earnings for the quarter were impacted by customers' prolonged decision-making processes for new investments, which affected license sales and utilization. The business area's operations in Finland and its offering to customers in the retail and consumer industries have developed favorably, while operations in the US and the offering to the discrete manufacturing sector in Sweden recorded lower year-on-year sales. The business area received new orders from such customers as Kleven

Maritime AS, Nokia Solutions and Networks, Elekta, Seco Tools, Pulse, VF Corp and Outotec Oy. For the nine-month period, net sales amounted to SEK 175.3 M (176.5) and EBITA amounted to SEK 9.3 M (13.0), corresponding to a margin of 5.3 percent (7.4).

Process Management

Operation-critical systems for case management, municipal management, e-archives and geographic IT systems.

In the third quarter, net sales rose 12 percent to SEK 86.9 M (77.6) and EBITA increased to SEK 14.6 M (13.9), corresponding to an EBITA margin of 16.8 percent (17.9).Growth was attributable to supplementary acquisitions and a stable level of demand for the products and services offered by the business area to the Swedish public sector. Both the offering to municipal administrations and the case management and e-archive offering to the government sector noted favorable growth and had a positive impact on earnings and profit. We won a number of competitive procurements and the business area received new orders from such customers as Apollo, Fastighetsbyrån, Municipality of Karlstad, Länsstyrelsen Västra Götalands län, the Swedish National Police Board and Statistics Sweden (SCB). For the nine-month period, net sales rose 10 percent to SEK 291.2 M (265.7) and EBITA amounted to SEK 51.9 M (45.1), corresponding to a margin of 17.8 percent (17.0).

Content Management

Public websites, intranet and cooperation solutions, systems for e-commerce, customer-center solutions and cloud services.

In the third quarter, net sales amounted to SEK 32.6 M (40.4). Adjusted for non-recurring costs of SEK 4.2 (0.0) M for management changes in the third quarter EBITA amounted to negative of SEK 1.7 M (3.1 M.

The business area's consulting offering within the web, intranet and e-commerce reported weak sales in a tough market, which had an impact on bookings for the consultants. Systems and voice-driven solutions reported a positive trend and we secured several transactions in both Sweden and Norway.

The business area has received new orders from customers as Ascom, De Lage Landen, SRV Recycling, Astrakhan, Stena Line, Östergötland County Council, Munters and Uppsalahem.

For the nine months, net sales amounted to SEK 111.9 (130.2) M, adjusted for non-recurring cost of 4.2 M for management changes; EBITA amounted to SEK -6.4 (10.8) M.

Development of the business areas*

Net sales, SEK M 2011 Q4 2012 Q1 2012 Q2 2012 Q3 2012 Q4 2013 Q1 2013
Q2
2013
Q3
LTM Oct
12 - Sep
13
Full year
2012
Design Mgt 151,9 155,5 127,6 124,3 165,6 176,8 131,0 137,3 610,7 573,0
PLM Mgt 70,8 63,3 61,1 52,1 72,6 57,0 69,3 49,0 247,9 249,1
Process Mgt 107,8 96,4 91,7 77,6 114,8 100,4 103,9 86,9 406,0 380,5
Content Mgt 45,4 46,2 43,6 40,4 45,4 40,7 38,6 32,6 157,3 175,6
Elim/centralt -2,4 -2,5 -3,9 -3,1 -4,0 -4,2 -4,9 -4,4 -17,5 -13,5
Addnode Group 373,5 358,9 320,1 291,3 394,4 370,7 337,9 301,4 1 404,4 1 364,7
EBITA, SEK M 2011 Q4 2012 Q1 2012 Q2 2012 Q3 2012 Q4 2013 Q1 2013
Q2
2013
Q3
LTM Oct
12 - Sep
13
Full year
2012
Design Mgt 15,1 16,6 8,9 11,7 19,8 16,1 6,7 5,7 48,3 57,0
PLM Mgt 14,2 4,4 4,0 4,6 16,5 2,7 4,8 1,8 25,8 29,5
Process Mgt 21,7 17,2 14,0 13,9 23,5 17,6 19,7 14,6 75,4 68,6
Content Mgt 4,4 5,2 2,5 3,1 0,7 -1,0 -3,7 -1,7 -5,7 11,5
Elim/centralt -7,1 -6,5 -7,1 -6,2 -7,2 -6,8 -8,0 -6,0 -28,0 -27,0
Addnode Group 48,3 36,9 22,3 27,1 53,3 28,6 19,5 14,4 115,8 139,6
EBITA-margin, % 2011 Q4 2012 Q1 2012 Q2 2012 Q3 2012 Q4 2013 Q1 2013
Q2
2013
Q3
LTM Oct
12 - Sep
13
Full year
2012
Design Mgt 9,9% 10,7% 7,0% 9,4% 12,0% 9,1% 5,1% 4,2% 7,9% 9,9%
PLM Mgt 20,1% 7,0% 6,5% 8,8% 22,7% 4,7% 6,9% 3,7% 10,4% 11,8%
Process Mgt 20,1% 17,8% 15,3% 17,9% 20,5% 17,5% 19,0% 16,8% 18,6% 18,0%
Content Mgt 9,7% 11,3% 5,7% 7,7% 1,5% -2,5% -9,6% -0,1 -3,6% 6,5%
Addnode Group 12,9% 10,3% 7,0% 9,3% 13,5% 7,7% 5,8% 4,8% 8,2% 10,2%
Average number of
employees
2011 Q4 2012 Q1 2012 Q2 2012 Q3 2012 Q4 2013 Q1 2013
Q2
2013
Q3
Full year
2012
Design Mgt 211 215 217 226 229 236 235 258 224
PLM Mgt 140 138 139 138 144 149 165 167 140
Process Mgt 232 238 244 245 255 259 270 275 244
Content Mgt 177 175 166 179 174 173 174 169 175
Centralt 8 8 8 8 8 8 8 8 8
Addnode Group 768 774 774 796 810 825 852 877 791

*EBITA and EBITA-margin reported in this section excludes capital gains and revaluation of conditional purchase considerations.

1) Excluding non-recurring expenses of SEK 1.3 M for management changes.

2) Excluding non-recurring expenses of SEK 4.2 M for management changes.

Seasonal variations

Addnode Group's operations are seasonal. The fourth quarter normally has the highest net sales and EBITA.

Consolidated balance sheet and cash flow

Liquidity, cash flow and financial position

The Group's cash and cash equivalents totaled SEK 104.9 M on September 30, 2013 (132.3 on December 31, 2012). Cash flow from operating activities amounted to SEK 64.4 M (48.9) during the first three quarters of 2013. Cash flow from investing activities for 2013 includes payments totaling SEK 26.1 M for conditional and contractual purchase considerations for company and business acquisitions implemented in prior years. In addition, payments of SEK 14.0 M (9.3) were made for proprietary software. During the second quarter, share dividends totaling SEK 63.5 M were paid and, during the third quarter, a bank loan totaling SEK 62.0 M was raised in conjunction with the acquisition of Joint Collaboration AS. The bank loan will be repaid in installments over a period of three years commencing in December 2013. On September 30, 2013, the Group's interest-bearing liabilities amounted to SEK 100.2 M (0.0 on December 31, 2012) and the net interest-bearing assets and liabilities amounted to SEK 6.7 M (134.8). Interest-bearing liabilities include a preliminarily calculated amount of SEK 29.7 M for the settlement of net cash and working capital of Joint Collaboration at the date of transfer, which is estimated to be paid to the sellers in the fourth quarter of 2013. The equity/assets ratio was 56 percent (59) on September 30, 2013. In addition to the aforementioned bank loan, the Parent Company has an existing agreement for a credit facility amounting to SEK 100 M.

Investments

Investments in intangible and tangible fixed assets amounted to SEK 21.0 M (22.1), of which SEK 14.0 M (9.3) pertained to proprietary software and SEK 7.0 M (12.8) pertained to equipment.

Goodwill and other intangible assets

On September 30, 2013, the consolidated carrying amount of goodwill amounted to SEK 759.9 M (594.0 on December 31, 2012). The carrying amount of brands totaled SEK 12.5 M (12.9). Other intangible assets amounted to SEK 115.1 M (67.8) and pertained primarily to customer agreements and software. The increase in the value of goodwill and other intangible assets in 2013 is largely attributable to acquisition of Joint Collaboration.

Deferred tax assets

On September 30, 2013, total recognized deferred tax assets amounted to SEK 39.4 M, of which SEK 33.4 M pertained to tax loss carry forwards. The Group's accumulated loss carry forwards amounted to approximately SEK 170 M on September 30, 2013. The deferred tax assets attributable to loss carry forwards are recognized as assets insofar as it is probable that the loss carry forwards will be deductible against surpluses in future taxation.

Shareholders' equity and number of shares

On September 30, 2013, shareholders' equity amounted to SEK 799.4 M (793.8 on December 31, 2012), corresponding to SEK 27.17 (28.16) per share outstanding. As partial liquidity for the shares in Abou AB, a new share issue was implemented during the first quarter comprising 97,108 Series B shares directed at the seller. The decision to carry out the new share issue was made by the Board of Directors supported by authorization by the Annual General Meeting on May 3, 2012. As partial liquidity for the shares in Joint Collaboration AS, a new share issue was implemented during the third quarter comprising 1,171,777 Series B shares directed at the sellers. The decision to carry out the new share issue was made by the Board of Directors supported by authorization by the Annual General Meeting on May 7, 2013. During the second quarter, share dividends totaling SEK 63.5 M were paid. The changes in the number of shares outstanding and shareholders' equity are shown on page 14. The Annual General Meeting on May 4, 2011 resolved to implement a share-savings program for all Group employees, which is described in more detail in Note 4 of the 2012 Annual Report. On September 30, 2013, there were no other outstanding share-savings, options or convertibles programs.

Provisions

Provisions, which in the consolidated balance sheet are included among long-term and current liabilities, amounted to SEK 84.5 M on September 30, 2013, of which SEK 78.3 M pertained to estimated conditional purchase considerations for implemented company and business acquisitions and SEK 3.8 M relates to provisions for restructuring measures. The provisions for estimated conditional purchase considerations increased by SEK 77.6 M in connection with company acquisitions in 2013. During the second and third quarters, payments relating to conditional purchase considerations previously recognized as liabilities were made in the amount of SEK 22.7 M.

Employees

During the first three quarter of 2013, the average number of employees in the Group was 851 (779). At the end of the period, the number of employees was 961 (849 at December 31, 2012).

Information concerning acquisition of subsidiaries

On March 1, 2013, an agreement was signed to acquire all shares in Abou AB, with transfer on the same date. During 2012, the company had net sales of SEK 23 M and 20 employees.

The company's operations focus on e-services for municipalities and are based on a platform with more than 200 complete e-services. The acquisition entails that the Process Management business area's offering to the municipal market will be supplemented and expanded with respect to products and services, and that synergy effects may be achieved with the Group's existing operation. According to the acquisition assessment, goodwill and other acquisition-related intangible assets arising through the acquisition are estimated to amount to about SEK 40 M. Other acquired assets and liabilities pertain primarily to accounts receivable, cash and cash equivalents and deferred income.

On May 24, 2013, an agreement was signed to acquire all shares in the Finnish company, Basepoint Kajaani Oy, with transfer on the same date. The company has annual sales of approximately SEK 10 M and six employees. The operation focuses on IT solutions for the infrastructure market and was integrated into Addnode's existing operation within the Design Management business area. According to the acquisition assessment, goodwill and other acquisition-related intangible assets arising through the acquisition are estimated to amount to about SEK 3 M. Other acquired assets and liabilities pertain primarily to cash and cash equivalents, accrued expenses and deferred income.

On July 1, 2013, an agreement was signed to acquire all shares in the Norwegian company, Joint Collaboration AS, with a transfer date of August 30, 2013. The agreement's terms and conditions for completion of the acquisition, which included approval from the Norwegian Competition Authority, were met before the date of transfer. The operation focuses on IT-based cooperation tools for project management and interaction between companies and their external customers and suppliers during development and construction projects primarily in the oil, gas and construction industries. For the 12-month period, April 2012 – March 2013, net sales amounted to NOK 120 M and EBITA to NOK 23 M. The company has about 50 employees.

The Addnode Group is already one of the largest suppliers of mission-critical support systems to engineering and construction operations in the Nordic region and has strong offerings of IT solutions for the design of products, facilities and infrastructure, as well as for the lifecycle of the products. The acquisition of Joint Collaboration will supplement and expand the Group's existing offering in the Design Management and PLM Management business areas provide the Addnode Group with increased expertise and the opportunity for synergy effects and will strengthen the Group in the Norwegian market.

Joint Collaboration is included in the Design Management business area from the date of transfer.

The purchase consideration paid on the transfer date comprised a cash payment of SEK 60.9 M, which was financed by raising a new bank loan, and a new share issue of Series B shares in Addnode Group, valued at SEK 45.0 M. The initial cash payment will be adjusted based on the actual size of the net cash balance and level of the working capital of Joint Collaboration on the transfer date, which is why a preliminary amount of SEK 29.7 M was recognized as a current liability. Depending on the actual outcome of the company's EBITDA result during the 2013-2015 period, a conditional cash sum within the interval zero up to a maximum undiscounted amount of NOK 95 M, equivalent to about SEK 102 M, may be payable.

According to the preliminary acquisition assessment, identified acquisition-related intangible assets amount to about SEK 43 M, signifying a deferred tax liability of approximately SEK 12 M. Preliminary goodwill is estimated at approximately SEK 134 M and the conditional purchase consideration is calculated at about SEK 66 M, which is recognized in the consolidated balance sheet at September 30, 2013. These amounts may be adjusted during the fourth quarter of 2013. Other acquired assets and liabilities pertain primarily to accounts receivable, cash and cash equivalents and accrued expenses.

Up to September 30, 2013, acquisitions contributed approximately SEK 25 M to consolidated net sales, but did not have any significant impact on the consolidated profit after tax. If the acquisitions had been implemented on January 1, 2013, consolidated net sales for the first three quarters of 2013 would have amounted to approximately SEK 1,100 M and profit after tax to about SEK 30 M. Costs totaling SEK 1.9 M for implementing the acquisitions are included in the Group's other external costs for 2013.

Information about financial instruments

The Group's risk exposure pertaining to financial instruments is relatively limited. No financial assets or liabilities are recognized at a value that considerably deviates from the fair value. Further descriptions are available in Notes 20 and 21 in the 2012 Annual Report. During 2013, there were no transfers between the fair value hierarchy levels according to IFRS 13.

Foreign-exchange forward contracts are used to a certain extent to secure amounts for future payment flows in foreign currencies. Outstanding foreign-exchange forward contracts relate to level two in the fair value hierarchy according to IFRS 13.

On September 30, 2013, unrealized exchange-rate gains on outstanding foreign-exchange forward contracts amounted to SEK 0.3 M (SEK 0.5 M on December 31, 2012) and are included in the balance-sheet item current receivables in the consolidated balance sheet.

The carrying amount on financial instruments attributable to level three in the fair value hierarchy according to IFRS 13 amounted to SEK 0.7 M (0.7) on September 30, 2013 and pertained to long-term securities holdings. There were no material changes to securities holdings or the value of these during 2013.

Parent Company

Net sales amounted to SEK 4.1 M (3.9), which pertained primarily to invoicing to subsidiaries for services rendered. Profit before tax amounted to SEK 5.0 M (37.8), including dividends from subsidiaries totaling SEK 47.6 M (53.0) and impairment of shares in subsidiaries totaling SEK 28.0 M (0.0). Cash and cash equivalents totaled SEK 1.8 M on September 30, 2013 (72.7 on December 31, 2012). Investments relating to shares in subsidiaries amounted to SEK 252.1 M. No significant investments were made in intangible or tangible fixed assets. During the first quarter of 2013, a new share issue was implemented comprising 97,108 Series B shares directed at the seller of Abou AB and, during the third quarter, a new share issue was implemented comprising 1,171,777 Series B shares directed at the sellers of Joint Collaboration AS. During the second quarter, share dividends totaling SEK 63.5 M were paid and, during the third quarter, a bank loan totaling SEK 62.0 M was raised in conjunction with the acquisition of Joint Collaboration AS. Provisions for estimated conditional purchase considerations increased by SEK 77.6 M in connection with company acquisitions in 2013, and declined SEK 21.4 M in connection with the payment of purchase considerations previously recognized as liabilities. Current liabilities include a preliminarily calculated amount of SEK 29.7 M for the settlement of net cash and working capital of Joint Collaboration at the date of transfer, which is estimated to be paid to the sellers in the fourth quarter of 2013. In addition to the aforementioned bank loan, the Parent Company has an existing agreement for a credit facility amounting to SEK 100 M.

Accounting policies

This interim report has been prepared in accordance with IAS 34 Interim Financial Reporting. The consolidated accounts have been prepared in compliance with the International Financial Reporting Standards, IFRS, as adopted by the EU and with the Swedish Annual Accounts Act.

The Parent Company's accounts have been prepared in accordance with the Annual Accounts Act and recommendation RFR 2 Accounting for Legal Entities.

From 2013, the amended version of IAS 1 Presentation of Financial Statements will be applied, which mainly entails that items in the consolidated statement of comprehensive income will be distributed into two groups based on whether or not the items may be reclassified to the income statement. Furthermore, IFRS 13 Fair Value Measurement and the amended version of IAS 34 Interim Financial Reporting will be applied, entailing increased disclosure requirement also for financial instruments in interim reports. Other new standards, amendments and interpretations of existing standards that gained legal force in 2013 had no impact on the Group's financial position or financial reports. The accounting policies and calculation methods are unchanged compared with the description in the 2012 Annual Report.

Significant risks and uncertainties

Addnode Group's significant risks and uncertainties are described in the 2012 Annual Report on pages 24-25 and in the section "Risks and uncertainties" on pages 33-34, as well as in Notes 37 and 38 on pages 65-67. No significant changes have subsequently occurred.

Future outlook

The Board has not changed its assessment of the future outlook compared with the previous quarter. In the interim report for the January - June 2013 period, the Board submitted the following future outlook:

In the long-term, the areas in which the Addnode Group is active are deemed to have a strong underlying potential. Addnode Group's growth strategy is for organic growth and to contribute new supplementary offerings and additional expertise through the acquisition of new operations. The policy of not issuing a forecast stands firm.

Assurance

The Board of Directors and President and CEO hereby assure that the nine month report provides a fair and true view of the company's and the Group's operation, financial position and earnings, and describes the significant risks and uncertainties facing the company and the companies included in the Group.

Stockholm, October 25, 2013

Sigrun Hjelmquist Jan Andersson Kristofer Arwin Dick Hasselström Chairman of the Board Board member Board member Board member

Eva Listi Thord Wilkne Staffan Hanstorp Board member Board member President and CEO

Auditors' report on the review of the condensed financial interim report (interim report) prepared in accordance with IAS 34 and Chapter 9 of the Annual Accounts Act

Introduction

We have conducted a review of the interim report for Addnode Group AB for the January 1 - September 30, 2013 period. The Board of Directors and the President are responsible for preparing and presenting this financial interim information in accordance with IAS 34 and the Annual Accounts Act. Our responsibility is to express an opinion on this financial interim report based on our review.

Focus and scope of the review

We have conducted our review in accordance with the Standard on Review Engagements (SÖG) 2410, Review of Interim Financial Information 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 has a different direction and is substantially more limited in scope than an audit conducted in accordance with International Standards on Auditing (ISA) and other generally accepted auditing practices. The procedures performed in a review do not enable us to obtain a level of assurance that would make us aware of all significant matters that might be identified in an audit. Therefore, the opinion expressed based on a review does not give the same level of assurance as a conclusion expressed based on an audit.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that, in all material respects, the interim report for the Group has not been prepared in accordance with IAS 34 and the Annual Accounts Act, and the interim report for the Parent Company has not been prepared in accordance with the Annual Accounts Act.

Stockholm, October 25, 2013

PricewaterhouseCoopers AB

Magnus Brändström Authorized Public Accountant

The largest owners 31 May 2013

Capital Votes
Owners % %
Vidinova 26.0 28.1
Aretro Capital 13.4 24.8
Robur Fonder 7.3 5.5
Avanza Pension 4.1 3.1
PSG Small Cap 3.4 2.6
Länsförsäkringar 3.0 2.2
Fjärde AP-fonden 2.6 1.9
Handelsbanken fonder 2.4 1.8
Multiple choice 0.3 1.8
Lannebo fonder 2.3 1.8
Other Shareholders 35.2 26.5
Total 100.0 100.0

1) Board member Dick Hasselström is the majority owner of Vidinova. 2) Aretro Capital is jointly owned by Staffan Hanstorp, Addnode Group's CEO, and Jonas Gejer, Business Area Manager of Product Lifecycle Management.

Financial objectives

Growth

Annual sales growth of at least 20 percent.

Performance 10%

An operating margin before depreciation, amortization and impairment loss of intangible assets (EBITA margin) of at least 10 percent.

Addnode Group

Addnode Group offers mission-critical IT solutions. We are market leader in the Nordic region in IT solutions for design, construction and product lifecycle management for products and installations. Addnode Group commands a strong market position in Sweden in the public sector, with an offering comprising case management systems, e-services, administrative systems and web solutions.

We are 950 employees in Sweden, Norway, Finland, Denmark, Serbia, India and the US. The Group is organized in four business areas under several brands. With over 3,000 customers using our solutions in more than 60 countries in the public and private sectors, we are continuing to build an extensive portfolio of mission-critical IT solutions.

Net sales in 2012 amounted to SEK 1,365 M. Addnode's Series B share is listed on the OMX Nordic List, Small Cap. For more information about Addnode Group, visit www.addnodegroup.com.

Dividend policy

50%

At least 50 percent of consolidated earnings after tax will be distributed to shareholders, provided that net cash is sufficient for running and developing operations.

For further information, please contact:

Staffan Hanstorp CEO and President Tel: +46 733 772 430 E-post: [email protected]

Johan Andersson Corporate Head of Communications Tel: +46 704 205 831 E-post: [email protected]

Addnode Group AB (publ), org no 556291-3185 Hudiksvallsgatan 4 B 113 30 Stockholm Tel: +46 8 506 66 210 www.addnodegroup.com

Financial agenda

Year End Report 2013 February 5, 2014

Interim Report first quarter 2014 April 25, 2014

Annual General Meeting 2014 May 7, 2014

Interim Report first six months 2014 July 18, 2014

Nine month report 2014 October24, 2014

CONSOLIDATED INCOME STATEMENT

July - Sept Jan - Sept Full-year
(SEK M) 2013 2012 2013 2012 2012
Net sales 301.4 291.3 1,010.0 970.3 1,364.7
Operating costs:
Purchases of goods and services $-99.2$ $-90.9$ $-317.9$ $-298.9$ $-421.6$
Other external costs $-38.0$ $-35.9$ $-126.7$ $-119.0$ $-168.5$
Personnel costs $-156.0$ $-137.0$ $-512.9$ $-466.7$ $-637.5$
Capitalized work performed by the company for its own use 3.9 2.7 14.0 9.3 14.3
Revaluation of conditional purchace price $-0.2$ $-0.2$ $-1.9$ $-1.9$
Depreciation and write-downs of
- tangible fixed assets $-3.2$ $-3.1$ $-9.5$ $-8.7$ $-11.8$
- intangible fixed assets $-6.1$ $-5.1$ $-17.0$ $-14.5$ $-20.0$
Total operating costs $-298.8$ $-269.3$ $-970.2$ $-900.4$ $-1,247.0$
Operating profit 2.6 22.0 39.8 69.9 117.7
Financial income 0.1 0.5 0.6 1.9 2.1
Financial expenses $-0.6$ $-0.1$ $-0.9$ $-0.4$ $-0.6$
Profit before taxes 2.1 22.4 39.5 71.4 119.2
Current tax $-2.5$ $-3.5$ $-8.4$ $-10.6$ $-15.0$
Deferred tax 1.3 $-2.0$ $-2.2$ $-7.3$ $-17.4$
NET PROFIT FOR THE PERIOD 0.9 16.9 28.9 53.5 86.8
Attributable to:
Shareholders of the Parent company 0.9 16.8 28.9 53.3 86.5
Minority share 0.0 0.1 0.0 0.2 0.3
Earnings per share before dilution, SEK 0.03 0.60 1.02 1.89 3.07
Earnings per share after dilution, SEK 0.03 0.60 1.01 1.89 3.06
Average number of outstanding shares:
Before dilution, millions 28.6 28.1 28.3 28.1 28.1
After dilution, millions 28.8 28.2 28.5 28.2 28.3

STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME

July - Sept Jan - Sept Full-year
(SEK M) 2013 2012 2013 2012 2012
Net profit for the period 0.9 16.9 28.9 53.5 86.8
Other comprehensive income, items which may be
reclassified to the consolidated income statment:
Translation differences on consolidation $-6.9$ $-5.6$ $-9.7$ $-8.0$ $-4.5$
Hedges of net investments in foreign subsidiaries 0.5 0.5
Cash flow hedges 0.4 1.3 0.1 0.0 $-0.1$
Total other comprehensive income after tax for the period $-6.0$ $-4.3$ $-9.1$ $-8.0$ $-4.6$
COMPREHENSIVE INCOME FOR THE PERIOD $-5.1$ 12.6 19.8 45.5 82.2
Attributable to:
Shareholders of the Parent company $-5.1$ 12.5 19.8 45.3 81.9
Minority share 0.0 0.1 0.0 0.2 0.3

CONSOLIDATED BALANCE SHEET

Sept 30, Sept 30. Dec 31,
(SEK M) 2013 2012 2012
Goodwill 759.9 590.7 594.0
Trademarks 12.5 12.8 12.9
Other intangible fixed assets 115.1 64.0 67.8
Tangible fixed assets 27.5 28.0 29.2
Financial fixed assets 43.5 64.6 48.3
Inventories 1.6 1.4 1.2
Current receivables 351.2 324.6 450.9
Cash and cash equivalents 104.9 76.3 132.3
TOTAL ASSETS 1,416.2 1,162.4 1,336.6
Shareholders' equity 799.4 755.9 793.8
Long-term liabilities 143.1 36.2 31.5
Current liabilities 473.7 370.3 511.3
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 1,416.2 1,162.4 1,336.6
Interest-bearing receivables amount to 2.0 2.7 2.5
Interest-bearing liabilities amount to 100.2 0.1 0.0
Pledged assets 8.7 5.8 4.5
Contingent liabilities ۰

SHAREHOLDERS' EQUITY AND NUMBER OF SHARES

July - Sept Jan - Sept Full-year
Specification of changes in shareholders' equity 2013 2012 2013 2012 2012
Shareholders' equity, opening balance 759.1 743.0 793.8 772.8 772.8
New share issue 44.9 49.2
Issue expenses $-0.1$
Dividend $-63.5$ $-63.3$ $-63.3$
Acquisition of shares from minority interest $-1.4$
Incentive program 0.5 0.3 1.6 0.9 2.1
Comprehensive income for the period $-5.1$ 12.6 19.8 45.5 82.2
Shareholders' equity, closing balance 799.4 755.9 799.4 755.9 793.8
Shareholders' equity attributable to:
Shareholders of the Parent company 799.1 754.7 799.1 754.7 792.5
Minority interest 0.3 1.2 0.3 1.2 1.3
Specification of number of shares outstandning, millions
Number of outstanding shares, opening balance 28.2 28.1 28.1 28.1 28.1
New share issue 1.2 1.3
Number of outstanding shares, closing balance 29.4 28.1 29.4 28.1 28.1

The number of registered shares was 30,088,517 on September 30, 2013 and 28,819,632 on December 31, 2012. During the first quarter of 2013, 97,108 Series B shares were issued in connection with the acquisition of Abou AB. During the third quarter of 2013, 1,171,777 Series B shares were issued in connection with the acquisition of Joint Collaboration AS. Addnode Group's holdings of treasury shares totaled 674,224 Series C shares at both September 30, 2013 and December 31, 2012. The number of shares outstanding was 29,414,293 on September 30, 2013 and 28,145,408 on December 31, 2012.

CONSOLIDATED CASH FLOW STATEMENT

July - Sept Jan - Sept Full-year
(SEK M) 2013 2012 2013 2012 2012
Current operations
Operating profit 2.6 22.0 39.8 69.9 117.7
Adjustment for items not included in cash flow 15.4 8.7 33.8 26.6 37.1
Total 18.0 30.7 73.6 96.5 154.8
Net financial items $-0.5$ 0.2 0.7 1.2 1.4
Tax paid, etc. $-5.0$ $-5.8$ $-21.9$ $-19.1$ $-10.5$
Cash flow from current operations
before changes in working capital 12.5 25.1 52.4 78.6 145.7
Total changes in working capital $-13.9$ $-35.8$ 12.0 $-29.7$ $-28.6$
Cash flow from current operations $-1.4$ $-10.7$ 64.4 48.9 117.1
Cash flow from investing activities 1) $-46.5$ $-20.7$ $-86.3$ $-60.3$ $-73.1$
Cash flow from financing activities 2) 62.0 0.0 $-1.5$ $-63.4$ $-63.5$
Change in cash and cash equivalents 14.1 $-31.4$ $-23.4$ $-74.8$ $-19.5$
Cash and cash equivalents, opening balance 93.2 109.4 132.3 153.3 153.3
Exchange-rate difference in cash and cash equivalents $-2.4$ $-1.7$ $-4.0$ $-2.2$ $-1.5$
Cash and cash equivalents, closing balance 104.9 76.3 104.9 76.3 132.3
1) Specification of investing activities:
Acquisition and sales of intangible and tangible
fixed assets $-4.7$ $-4.3$ $-19.9$ $-20.2$ $-29.6$
Acquisition of subsidiaries and operations $-78.9$ $-23.0$ $-110.8$ $-53.4$ $-56.8$
Cash and cash equivalents in acquired companies 37.1 6.6 44.4 13.3 13.3
Total $-46.5$ $-20.7$ $-86.3$ $-60.3$ $-73.1$
2) Specification of financing activities:
Paid dividend $-63.5$ $-63.3$ $-63.3$
Borrowings 62.0 62.0
Repayment of debts $-0.1$ $-0.2$
Total 62.0 0.0 $-1.5$ $-63.4$ $-63.5$

KEY FIGURES

July - Sept Jan - Sept Full-year
2013 2012 2013 2012 2012
Net sales, SEK M 301.4 291.3 1,010.0 970.3 1,364.7
Average number of employees 877 796 851 779 791
Net sales per employee, SEK 000s 344 366 1,187 1,246 1,725
Change in net sales, % 3 6 4 5 5
EBITA margin, % 2.9 9.3 5.6 8.7 10.1
Operating margin, % 0.9 7.6 3.9 7.2 8.6
Profit margin, % 0.7 7.7 3.9 7.4 8.7
Equity/assets ratio, % 56 65 56 65 59
Acid-test ratio, % 96 108 96 108 114
Shareholders' equity, SEK M 799.4 755.9 799.4 755.9 793.8
Return on shareholders' equity,% * 0.1 2.3 3.7 7.0 11.3
Return on capital employed, % * 0.3 3.0 4.9 9.4 15.5
Net liabilities, SEK M $-6.7$ $-78.9$ $-6.7$ $-78.9$ $-134.8$
Debt/equity ratio, multiple 0.17 0.04 0.17 0.04 0.03
Interest coverage ratio, multiple 6.9 830.4 74.4 611.5 431.3
Percentage of risk-bearing capital, % 57 66 57 66 60
Investments in equipment, SEK M 1.2 1.8 7.0 12.8 17.7

SHARE DATA

Average number of outstanding shares after
dilution, millions 28.8 28.2 28.5 28.2 28.3
Total number of outstanding shares, millions 29.4 28.1 29.4 28.1 28.1
Total number of registered shares, millions 30.1 28.8 30.1 28.8 28.8
Earnings per share after dilution, SEK 0.03 0.60 1.01 1.89 3.06
Shareholders' equity per share, SEK 27.17 26.81 27.17 26.81 28.16
Dividend per share, SEK $\blacksquare$ 2.25
Stock-market price at end of period, SEK 41.50 34.00 41.50 34.00 36.50
P/E ratio - ۰ $\overline{a}$ 12
Share price/shareholders' equity 1.53 1.27 1.53 1.27 1.30

OPERATING SEGMENTS

ADDNODE
(SEK M) DESIGN MGT PLM MGT PROCESS MGT CONTENT MGT CENTRAL ELIM / OTHER 1) GROUP
2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012
REVENUE
External sales 444.5 407.0 175.3 176.5 290.7 264.8 99.3 121.6 0.2 0.4 1.010.0 970.3
Transactions between
segments 0.6 0.4 0.5 0.9 12.6 8.6 6.2 5.8 $-19.9$ $-15.7$ 0.0 0.0
Total revenue 445.1 407.4 175.3 176.5 291.2 265.7 111.9 130.2 6.4 6.2 $-19.9$ $-15.7$ 1,010.0 970.3
EBITA 27.2 37.2 9.3 13.0 51.9 45.1 $-10.6$ 10.8 $-20.8$ $-19.8$ $-0.2$ $-1.9$ 56.8 84.4
EBITA margin 6.1% 9.1% 5.3% 7.4% 17.8% 17.0% $-9.5%$ 8.3% 5.6% 8.7%
Operating profit 20.5 31.8 7.1 10.3 45.8 40.2 $-12.6$ 9.3 $-20.8$ $-19.8$ $-0.2$ $-1.9$ 39.8 69.9
Operating margin 4.6% 7.8% 4.1% 5.8% 15.7% 15.1% $-11.3%$ 7.1% 3.9% 7.2%
Average number of employees 243 218 160 138 267 241 173 174 8 8 851 779

Addnode Group's operations are organized and managed based on the Business Areas Design Management, Product Lifecycle Management (PLM), Process Management and Content Management, which are the Group's operating segments. There have been no changes in the segment division or calculation of segment results since the most recently published Annual Report. Segments are reported according to the same accounting principles as the Group. The difference between the sum of the segments' operating income and consolidated income before tax is, beside the items in the column "Elim / Other" above, attributable to financial income of SEK 0.6 M (1.9) and financial expenses of SEK -0.9 M (-0.4). Completed acquisitions have meant that the total assets of the Design Management have increased by about 200 million, compared with that in the last annual report. There have been no significant changes in the segments' assets, compared to the information in the most recent annual report.

QUARTERLY FINANCIAL OVERVIEW

PARENT COMPANY INCOME STATEMENT

July - Sept Jan - Sept Full-year
(SEK M) 2013 2012 2013 2012 2012
Net sales 1.2 1.3 4.1 3.9 5.3
Operating expenses $-5.6$ $-6.0$ $-19.1$ $-19.4$ $-26.6$
Operating result $-4.4$ $-4.7$ $-15.0$ $-15.5$ $-21.3$
Financial income $-2.3$ 44.7 22.0 55.3 142.6
Financial expenses $-1.0$ $-0.6$ $-2.0$ $-2.0$ $-2.5$
Profit before taxes $-7.7$ 39.4 5.0 37.8 118.8
Tax 0.0 0.0 0.0 0.0 $-16.9$
NET PROFIT FOR THE PERIOD $-7.7$ 39.4 5.0 37.8 101.9

PARENT COMPANY BALANCE SHEET

Sept 30, Sept 30, Dec 31,
(SEK M) 2013 2012 2012
Tangible fixed assets 0.0 0.0 0.0
Financial fixed assets 1,051.9 834.2 830.6
Current receivables 82.5 50.8 107.4
Cash and cash equivalents 1.8 31.2 72.7
TOTAL ASSETS 1,136.2 916.2 1,010.7
Shareholders' equity 760.9 703.3 768.7
Provisions 78.4 21.9 22.1
Long-term liabilities 45.6 4.6 4.6
Current liabilities 251.3 186.4 215.3
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 1.136.2 916.2 1,010.7

DEFINITIONS

Average number of employees

Average number of full-time employees during the period.

Shareholder's equity

Reported shareholders' equity plus untaxed reserves less deferred tax at current tax rate.

Capital employed

Total assets less non-interest-bearing liabilities and non-interest-bearing provisions including deferred tax liabilities.

Net sales per employee

Net sales divided by the average number of full-time employees.

EBITA

Profit before depreciation/amortization and impairment of intangible assets.

EBITA margin EBITA as a %-age of net sales.

Operating margin Operating profit as a %-age of net sales.

Profit margin Profit before tax as a %-age of net sales.

Return on shareholder's equity

Net profit for the period attributable to the parent company's shareholders' as a %-age of the average shareholders' equity.

Return on capital employed

Profit before tax plus financial expenses as a %-age of the average capital employed.

Equity/assets ratio

Shareholders' equity (including shareholder's equity related to non-controlling interest) as a %-age of total assets.

Acid test ratio

Current assets excluding inventory as a %-age of current liabilities.

Net liabilities

Interest-bearing liabilities less cash and cash equivalents and other interest-bearing receivables.

A negative net liability, according to this definition, means that cash and cash equivalents and other interest-bearing financial assets exceed interest-bearing liabilities.

Debt/equity ratio

Total amount of interest-bearing long-term and current liabilities and deferred tax liability in relation to shareholders' equity.

Interest coverage ratio

Profit before tax plus interest expenses as a % -age of interest expense.

%-age of risk-bearing capital

Reported shareholders' equity (including shareholder's equity related to non-controlling interest) and deferred tax liability in untaxed reserves as a %-age of total assets.

Earnings per share

Net profit for the period attributable to the parent company's shareholders' divided by the average number of shares outstanding.

Shareholder's equity per share

Shareholders' equity attributable to the parent company's shareholders' divided by the number of shares outstanding.

P/E ratio

Share price in relation to profit per share.

Share price/shareholder's equity

Share price in relation to shareholders' equity per share.

LTM (Last Twelve Month)

Outcome for the latest twelve month period

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