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Anoto Group Interim / Quarterly Report 2016

Feb 24, 2017

3134_10-k_2017-02-24_133bef11-d499-4ff9-af75-115694c8fe16.pdf

Interim / Quarterly Report

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QUARTERLY REPORT Q4/ 2016

© 2016 ANOTO

Anoto Group AB is a global leader in digital writing and drawing solutions. Its technology enables high-precision pen input on nearly any surface. Anoto is present around the world through a global network of strategic licensing partners that deliver user-friendly writing and drawing solutions for effective collection, transfer and storage of data. Anoto is traded on the Small Cap list of Nasdaq Stockholm under ANOT.

This report were published on February 24, 2017 at 08.45 CET

For more information: www.anoto.com

REPORT JANUARY – DECEMBER 2016

  • Net sales in the period amounted to MSEK 236 (193) and Net sales for the quarter were MSEK 68 (55).
  • The Result after tax for the period was MSEK -242 (-108) and the Result after tax for the quarter was MSEK -34 (-40). Several non-recurring items with a net total impact of -4.1 MSEK have affected the quarter.
  • Gross Margin in the period has decreased to 34% (44%) due mainly to the addition of Livescribe and Pen Generations to the Group. However, Livescribe adds a stable revenue base whilst Pen Generations provides much needed growth.
  • Overhead costs in the quarter amounted to 66 MSEK. Considerably lower than previous quarters due to the cost saving activities.
  • Earnings per share after dilution for the period were SEK -0.13 (-0.13) and for the quarter SEK -0.01 (-0.04).
  • ABLE Investment Advisors Inc., a Korean company, has entered into an agreement to invest 6 MUSD in Anoto, thereby replacing previous agreement with SMark Inc. 1.6 MUSD of the total amount has been received and an additional 1.9 MUSD are expected to be received in March 2017.
  • Restructuring and cost reduction efforts are beginning to show positive signs in the financial results but Anoto still faces certain financial challenges in the near term. For further information, see "Risks and Uncertainties".
Key ratios 2016
Oct-Dec
2015
Oct-Dec
2016
Jan-Dec
2015
Jan-Dec
Net sales, MSEK* 6 8 5 5 236 193
Gross profit/loss* 2 3 2 2 7 9 8 6
Gross margin, % 3 4 4 0 3 4 4 4
Operating margin, % Neg Neg Neg Neg
Operating profit/loss, MSEK -33 -41 -239 -106
EBITDA, MSEK -20 -39 -167 -99
Profit/loss for the period, MSEK* -34 -40 -242 -108
Earnings per share
after dilution, SEK*
-0.01 -0.04 -0.13 -0.13
Cash flow for the period, MSEK* -2 5 -6 8
Cash at end of period, MSEK* 6 1 2 6 1 2

* Defined under IFRS

CEO COMMENTS:

After a painstaking period of restructuring, Anoto is starting to show signs that the difficult transformation effort is paying off. These signs include fourth quarter 2016 revenue that was up 70% over the prior quarter with a gross margin of 34.1% that was approximately 3% better than the prior quarter. While posting rising top-line performance the new Anoto organization drove Q4 overhead costs down a further 11% relative to Q3.

This significantly reduced overhead is a result of rationalizing both our human resources and our facilities. Since the current transformation began in the second quarter of 2016, we have consolidated multiple offices and eliminated approximately 90 positions (employees and consultants) to trim our global team. This has contributed to an operating expense reduction of an estimated 15 MSEK per quarter relative to the Q1–Q3 2016 average.

In addition to further reducing costs in Q4, we also continued to clean our books through enhanced scrutiny of our inventory positions and our receivables. This conservative rigor resulted in Anoto reserving for, or writing off, over 10 MSEK. Including all non-recurring items that amounted to -4.1, the operating losses for Q4 2016 at 34 MSEK were 72 MSEK lower than for Q3 2016.

Asia continues to be a strong market for Anoto with significant revenue growth in Japan and Korea. Sales in the Enterprise Forms business remained lackluster in Q4 but the pipeline in emerging markets is beginning to look encouraging. Revenues in the USA have remained stable in spite of the significant cost savings achieved there through staff reductions and office closures.

It is important to note that Anoto achieved the above results while contending with a legal dispute with Leapfrog that delayed the delivery of an important pen component and deferred revenue. The dispute is now being managed in a mutually beneficial way through an attitude of cooperation rather than through costly and destructive litigation.

Productization of Anoto DNA (ADNA) moved forward energetically in Q4 and an enhanced release is expected in Q1 of 2017. Business and technical cooperation with SMark continued in Q4 although the payment of funds to Anoto from ABLE has been delayed due to some working capital issues they were managing.

OUTLOOK

2016 has been a challenging year notable for the tough decisions taken to transform from a hardwarefocused organization to one building for a profitable future based on software, proprietary patterns, and robust image processing. Challenges will certainly remain in 2017 but we expect that the newly efficient pen business will make strong contributions to the financial health of the organization while the emerging ADNA business provides the potential for considerable growth. With costs lowered by 106 MSEK and this exciting portfolio to support growth, Anoto anticipates substantial improvements in its financial performance during 2017.

Joonhee Won CEO, Anoto Group AB (publ)

ANOTO GROUP IN THE FOURTH QUARTER 2016

Total sales in the quarter amounted to 67.6 MSEK (54.8), and Earnings before Interest and Tax (EBIT) amounted to -32.6 MSEK (-41.2). Also this quarter has been impacted by several non-recurring items, such as adjustments of inventory values of 10 MSEK, write down of capitalised costs related to a development project of 6.4 MSEK and one-time costs related to a new wave of restructuring amounting to 3 MSEK. In total, these non-recurring items have a negative impact of -19.4 MSEK in the quarter.

The quarter has also been affected by group structural changes. The partly owned entity Destiny that Anoto previously announced was going to be fully acquired has instead been deconsolidated, and the Dutch company Anoto BV was liquidated. These changes have a positive impact in the quarter of totally 16.4 MSEK.

In December the minority interest in We Inspire Gmbh was sold, affecting the quarter with a loss of -1.1 MSEK, but Anoto will receive ongoing revenue from this arrangement. This transaction is relating to Anoto's focus on achieving profitability by concentrating on just three existing business areas (Livescribe Retail business, Enterprise Forms and Education Business) and achieving growth through the Anoto DNA initiative.

The acquired entity Pen Generations Inc (acquired in June of 2016) have affected sales in the quarter with 10.9 MSEK with a corresponding EBIT effect of -14.8 MSEK. EBIT in the quarter has been negatively affected by an inventory write down amounting to -5 MSEK. The entity Livescribe, that was acquired in December 2015, has affected sales in the quarter with 20.4 MSEK and EBIT of -1.3 MSEK.

Operative cash flow for the quarter was -69.2 MSEK (-46.9). Investments in Fixed assets amounted to 0.0 MSEK (140.5) including capitalised expenses of 0.0 MSEK (15.9). Cash flow after financial activities was -2.1 MSEK (4.7).

ANOTO GROUP FULL YEAR 2016

Total sales YTD are 235.7 MSEK (192.8), with an EBIT of -238.7 MSEK (-106.2). Adjusted for the nonrecurring items during the year, for one-time costs and the write-down of intangible assets, EBIT is -169.6 MSEK. The restructuring activities that were executed in Q3 and Q4 will lead to a yearly cost saving of approximately 106 MSEK.

The acquired entities XMS Penvision AB (acquired in August 2015), Livescribe Inc (acquired in December of 2015) and Pen Generations Inc (acquired in June of 2016) have influenced sales with 107.3 MSEK with a corresponding EBIT effect of -44.5 MSEK.

Operative cash flow in the period was -176.1 MSEK (-84.8). Investments in Fixed assets amounted to 39.6 (44.9) including capitalised expenses of 26.0 MSEK (36.5). Cash flow after financial activities was -6.1 (7.7).

2016 2015 2016 2015
MSEK Oct-Dec Oct-Dec Jan-Dec Jan-Dec
Licenses 1 6 6 3 1
Royalty 1 3 5 1 1
Digital pens 4 9 4 6 196 124
NRE 0 0 0 8
Other 1 7 0 2 9 1 8
Total 6 8 5 5 236 193

Net sales per product group

ACCOUNTING POLICIES

This interim report was prepared in accordance with IAS 34, Interim Financial Reporting and applicable parts of the Swedish Annual Accounts Act. Disclosers in accordance with IAS 34 are presented either in notes or elsewhere in the report. This interim report for the parent company was prepared in accordance with Swedish Annual Accounts Act chapter 9. For information about the accounting policies applied, refer to the 2015 annual report. The accounting policies applied and the judgments in the Interim Report are consistent with those applied in the Annual Report for 2015 except for disclosure of ESMA´s guidelines on alternative performance measures that is applied as of July 3, 2016 and implies disclosures related to financial measures not defined under IFRS.

INVESTMENTS

As part of the cooperation between Anoto and Digiwork announced on July 18, Anoto has during 2016 invested 2 MUSD in Digiwork's parent, SMark Co. Ltd. SMark is a Korean listed company on KOSDAQ Korea under "ticker" SMARK.

For Q4 there was no additional investments in intangible assets. Anoto has in 2016 invested totally 26.0 MSEK in intangible assets for a development project. This project has as its purpose to deliver a common, future pen platform for the Group.

In December, the minority interest in We Inspire Gmbh was sold. This transaction is relating to Anoto's focus on achieving profitability by concentrating on just three existing business areas and achieving growth through the Anoto DNA initiative.

RELATED PARTY TRANSACTIONS

As per December 31, Anoto Group AB had loans from Inhye Kim, wife to CEO at Anoto, to a total value of 15.1 MSEK. These short-term loans incur a 3.5% annual interest. As Inhye Kim has signed for the convertible loan that was issued in December 2016, 9.2 MSEK of this loan will be transferred to this convertible loan in 2017.

FINANCING

At December 5 Anoto placed approximately 42 MSEK of convertible bonds which later has been reduced to 39 MSEK. Settlement for 28.0 MSEK of the bonds took place December 7 and another settlement of 1.8 MSEK took place January 20. Bonds in the total amount of 9.2 MSEK will be set-off against part of a loan granted to Anoto by Inhye Kim.

RISK FACTORS AND UNCERTAINTIES

During 2016, Anoto Management addressed a number of risks facing the company. These risks included a cost structure that was too high relative to sales and a lack of strategic focus. Multiple cost-cutting activities were carried out and the corporate strategy was refined through the imposition of focus. Expectations are that this refocusing, combined with the substantial reduction in costs, will put Anoto in a cash-generating position in 2017.

While financing remains an important concern for Anoto, it is the opinion of management and the Board that the cash flow from the above activities is likely to provide the liquidity required by Anoto in 2017. This perspective takes into account the cash-on-hand as of the 31st of December 2016, the anticipated receipt in March 2017 of 1.9 MUSD from ABLE, and the improved operating cash flow expected from cost reductions and increasing sales.

The Board expects that the investment from ABLE will be received in March 2017, but it is also looking at various alternatives to secure the financing required to ensure that the Group remains a going concern. Consequently, it is the view of the board that the Group will have sufficient financial resources to see the Group through 2017.

SEGMENT REPORTING

During the last few months, the Group has been reorganized to become a unified, global player on the market. As a consequence, the previous segments are no longer valid, and instead group expenses are categorized by function and applied to the Group as a whole. Consequently, there is no comparable financial information for the legacy fields of application and the Group has therefore chosen to discontinue this reporting.

EMPLOYEES

As of December 31, Anoto Group had a total of 90 employees as compared to 156 per year-end 2015. Of these, 19 are employed by Pen Generations. Since September, 22 employees have left the Group.

OPTION PROGRAM

At present, Anoto Group has the following valid option programs:

4.6 million share-options have been granted to former CEO Stein Revelsby under the Anoto Incentive Scheme 2014/17 at a subscription price of 0.61 SEK. The share-options will mature during 2017.

In Q4 an incentive scheme for senior executives was issued that comprises a maximum of 51.8 million stock options at a subscription price of 0.26 . The maximum number of stock options to be allocated to each of the senior executives shall be 15.0 million.The share-options will mature during 2019. This incentive scheme is replacing the Anoto Employee Incentive Programme from 2015.

The Company's Board of Directors has also authorized the issuance of a 9.0 million share-options grant to the Chairman of the Board of Directors Jörgen Durban at a subscription price of 1.43 SEK and the issuance of 21.8 million share options at a strike price of 0.38 SEK. Both programmes will mature in 2018. Further more the company's CEO Joonhee Won has been granted 21.8 million share options at a strike price of 0.38 SEK that will mature in 2018. In Q4 the Company's Board of Directors authorized the issuance of a 6.0 million share-options grant to the Board member Henric Ankarcrona at a subscription price of 0.26 SEK. The share-options will mature during 2019.

PARENT COMPANY

Anoto Group AB is a pure holding company that has a limited number of corporate functions.

SHARE DATA

The Anoto share is listed on the NASDAQ OMX Nordic Small Cap List in Stockholm. The total number of shares at the end of the period amounts to 2 340 832 108.

TRANSACTIONS AND ACTIVITIES AFTER DECEMBER 31, 2016

No essential transactions and activities have occurred after December 31, 2016.

LEGAL ACTIVITIES

The Company has filed patent infringement suits in Japan against NeoLAB Corporation ("NeoLAB"), a subsidiary of NeoLAB Convergence, and Uchida Yoko Co. Ltd. Anoto is seeking all available remedies, including but not limited to injunctive relief against importation of NeoLAB's pen products and notebooks. The lawsuits, filed with the Civil Division of the Tokyo District Court, are based on Anoto's Japanese patents 4245474, 4928696, and 4613251. The suits are focused on Anoto's patented methods for digital pen design and optical pattern processing. The lawsuit is ongoing, with the court expected to indicate its decision sometime in the next few months.

Anoto is currently involved in a dispute with LeapFrog Enterprises (and its affiliates), a U.S. (Delaware) company headquartered in Emeryville, California ("LeapFrog"), in both Sweden and the United States.

The dispute is related to two requests for arbitration filed by LeapFrog in Sweden, the first at the Stockholm Chamber of Commerce ("SCC Arbitration") and the second at the International Chamber of Commerce ("ICC Arbitration"). In both the SCC Arbitration and the ICC Arbitration, LeapFrog is seeking indemnification and defence from Anoto with respect to patent infringement claims filed by Celebrate LLC in U.S. federal court in Delaware. On December 19, both Parties agreed to a six-month voluntary stay of both the ICC Arbitration and SCC Arbitration proceedings, which were accepted by the authorities, in order to amicably resolve the issues in both cases.

A former Anoto employee has filed a civil lawsuit against the Company in Los Angeles, CA, alleging wrongful termination, unpaid wages/expenses and gender discrimination. After Anoto successfully removed this case to U.S. federal court, the Parties have commenced pre-trial discovery. Anoto believes the former employee's claims are meritless and intends to defend the case vigorously. A mandatory settlement conference (MSC) between the Parties, required by law, is expected to be held in March.

This interim report has not been subject to review by the auditors.

Anoto Group AB discloses the information provided herein pursuant to the EU Market Abuse Regulation and the Securities Markets Act. The information was submitted for publication at 08.45 on February 24, 2017.

CALENDAR 2016

Annual Report April 28 2017

Annual General meeting May 17 2017

FOR MORE INFORMATION

Please contact:

Joonhee Won, CEO Email: [email protected]

Anoto Group AB (publ.), Corp. Id. No. 556532-3929 Mobilvägen 10 SE-223 62 Lund, Sweden Phone: +46 46 540 12 00 www.anoto.com

FINANCIAL REPORTS

2016 2015 2016 2015
TSEK Oct-Dec Oct-Dec Jan-Dec Jan-Dec
Net sales 67 617 54 806 235 657 192 839
Cost of goods and services sold -44 545 -33 051 -156 264 -107 283
Gross profit 23 072 21 755 79 393 85 556
Sales, administrative and R&D costs -78 742 -61 132 -344 348 -184 136
Other operating income/cost* 23 089 -1 846 26 295 -7 669
Operating profit/loss -32 581 -41 223 -238 660 -106 249
Sale of financial assets -1 133 0 -1 133 0
Other financial items -1 480 -496 -6 184 -3 710
Profit before taxes -35 194 -41 719 -245 977 -109 959
Taxes 1 220 1 383 4 445 1 604
Profit/loss for the period -33 974 -40 336 -241 532 -108 355
Other comprehensive income
Translation differences for the period 4 854 -8 665 -1 283 -8 159
Other comprehensive income for the period 4 854 -8 665 -1 283 -8 159
Total comprehensive income for the period -29 120 -49 001 -242 815 -116 514
Total Profit/loss for the period attributable to:
Shareholders of Anoto Group AB -30 945 -38 492 -233 932 -104 029
Non controlling interest -3 029 -1 844 -7 600 -4 326
Total Profit/loss for the period -33 974 -40 336 -241 532 -108 355
Total comprehensive income for the period attributable to:
Shareholders of Anoto Group AB -26 383 -47 641 -236 489 -109 800
Non controlling interest -2 737 -1 360 -6 326 -6 714
Total comprehensive income for the period -29 120 -49 001 -242 815 -116 514
Key ratios:
Gross margin 34.1% 39.7% 33.7% 44.4%
Operating margin Neg Neg Neg Neg
Earnings per share after dilution -0.01 -0.04 -0.13 -0.13
Average number of shares after dilution 2 323 999 257 986 110 494 1 792 711 313 857 155 605

* Including gain of MSEK 6.3 on re-measuring existing interest in Pen Generation Inc. to fair value due to acquisition and MSEK 16,4 gain due to loss of control and liquidation of group companies.

Condensed consolidated balance sheet

TSEK 2016-12-31 2015-12-31
Intangible fixed assets 236 810 263 065
Tangible assets 8 414 5 944
Financial fixed assets 18 855 7 280
Total fixed assets 264 079 276 289
Inventories 49 478 44 589
Accounts receivable 34 825 65 443
Other current assets 35 356 51 378
Total short-term receivables 70 181 116 821
Liquid assets 5 553 11 629
Total current assets 125 212 173 039
Total assets 389 291 449 328
Equity attributable to shareholders' of Anoto Group AB 213 258 277 926
Non controlling interest -1 689 -9 730
Total equity 211 569 268 196
Long term provisions 6 900 10 394
Long term loans 28 000 0
Other long term liabilities 131 15 399
Total long-term liabilities 35 031 25 793
Short term provisions 1 312 1 756
Short term loans 29 019 8 145
Other current liabilities 112 360 145 438
Total current liabilities 142 691 155 339
Total liabilities and shareholders' equity 389 291 449 328

Consolidated changes in shareholders' equity

Ongoing Other capital Retained Shareholders Non-controlling Total
TSEK Share capital share issue contributed Reserves earnings equity interest equity
Opening balance 1 January 2015 13 967 0 640 682 -2 746 -573 661 78 242 -16 198 62 044
None controlling interest arising from
business combination
-104 029 -104 029 2 752
-4 326
2 752
-108 355
Profit/loss for the year
Other comprehensive income
-5 771 -5 771 -2 388 -8 159
Total comprehensive income 0 0 0 -5 771 -104 029 -109 800 -6 714 -116 514
Convertible bonds - conversion 983 16 396 17 379 17 379
Private placement 27 march 1 593 31 800 33 392 33 392
Private placement 15 june 400 14 228 14 628 14 628
Private placement 24 july 600 38 491 39 091 39 091
Acquisition of XMS - 8 august 361 25 077 25 438 157 25 595
Private placement 10 & 30 nov 3 160 175 584 178 744 178 744
Debt Conversion etc. - non controlling interest 0 11 085 11 085
Ongoing Acquisition of XMS 1 2 800 812 -812 0
Closing balance 31 December 2015 21 064 1 2 943 057 -8 517 -677 690 277 926 -9 730 268 196
Profit/loss for the year -233 932 -233 932 -7 600 -241 532
Other comprehensive income -2 557 0 -2 557 1 274 -1 283
Total comprehensive income 0 0 0 -2 557 -233 932 -236 489 -6 326 -242 815
Private placement 27 march 260 10 091 10 351 10 351
Private placement 23 may 21 324 116 118 137 442 137 442
Acquisition of Pen Generation - 31 may 2 894 35 939 38 833 38 833
Ongoing Acquisition of XMS 1 2 854 866 -866 0
Private placement 18 oct & 9 nov 1 275 11 471 12 746 12 746
Debt Conversion -6 724 -6 724 -6 460 -13 184
Loss of control -21 693 -21 693 21 693 0
Closing balance 31 December 2016 46 817 2 4 1 117 531 -11 074 -940 039 213 259 -1 689 211 569

Consolidated Cash flow statement

2016 2015 2016 2015
TSEK Oct-Dec Oct-Dec Jan-Dec Jan-Dec
Profit/loss after financial items -35 194 -41 719 -245 977 -109 959
Depreciation, amortisation 12 629 1 833 71 238 7 321
Other items not included in cash flow -14 144 -7 749 -20 325 2 627
Items not included in cash flow -1 515 -5 916 50 913 9 948
Cash flow from operating activities
before changes in working capital -36 709 -47 635 -195 064 -100 011
Change in operating receivables -6 939 -28 897 45 681 -59 927
Change in inventory 15 720 -27 673 20 298 -24 036
Change in operating liabilities -41 245 57 317 -46 994 99 192
Cash flow from operating activities -69 173 -46 888 -176 079 -84 782
Intangible assets 20 223 -136 718 -7 259 -39 378
Tangible fixed assets -6 -3 777 -6 351 -5 655
Acquisition of subsidaries net of cash 0 0 0 -130 500
Disposal of minority interest 1 900 0 1 900 0
Financial assets 1 969 0 -11 299 0
Cash flow from net capital expenditures 24 086 -140 495 -23 009 -175 533
Total cash flow before financing activities -45 087 -187 383 -199 088 -260 315
New share issue 12 746 179 556 160 539 265 855
Convertible loan 28 000 0 28 000 0
Change in financial liabilities 2 202 12 557 4 473 2 180
Cash flow from financing activities 42 948 192 113 193 012 268 035
Cash flow for the period -2 139 4 730 -6 076 7 720
Liquid assets at the beginning of the period 7 692 6 899 11 629 3 909
Liquid assets at the end of the period 5 553 11 629 5 553 11 629

Key ratios

2016 2015 2016 2015
TSEK Oct-Dec Oct-Dec Jan-Dec Jan-Dec
Cash flow for the period -2 139 4 730 -6 076 7 720
Cash flow / share after dilution (SEK) 1 0.00 0.00 0.00 0.01
2016 2015
Jan-Dec Jan-Dec
Equity/assets ratio 54,8% 61,9%
Number of shares 2 340 832 108 1 053 193 827
Shareholders' equity per share (kr) 0.09 0.26

1 Based on the weighted average number of shares and outstanding warrants for each period. Only warrants for which the present value of the issue price is lower than the fair value of the ordinary share are included in the calculation.

Parent company, summary of income statement

2016 2015 2016 2015
TSEK Oct-Dec Oct-Dec Jan-Dec Jan-Dec
Net sales 4 965 1 157 13 681 7 014
Gross profit 4 965 1 157 13 681 7 014
Administrative costs -5 108 -559 -13 184 -5 235
Operating profit -143 598 497 1 779
Profit/loss from receivables in Group companies* -1 000 -90 000 -151 000 -90 000
Financial items 593 9 749 -732
Profit/loss for the period -550 -89 393 -149 754 -88 953

*2016 figures includes a write down of the shares in Anoto AB of MSEK 150 and in XMS of MSEK 1.

Parent company, balance sheet in summary

TSEK 2016-12-31 2015-12-31
Intangible fixed assets 47 77
Financial fixed assets 652 673 389 458
Total fixed assets 652 720 389 535
Other short-term receivables 586 194
Liquid assets, including current investments 303 613
Total current assets 889 807
Total assets 653 609 390 342
Equity 445 314 383 450
Other long term liabilities 153 549 1 200
Long term loans 28 000 0
Short term loans 15 138 0
Other current liabilities 11 608 5 692
Total liabilities and shareholders' equity 653 609 390 342

Note 1 – Acquisitions 2016

Pen Generation Inc.

On May 31, 2016 Anoto Group AB (publ) acquired the remaining 81% shares and votes in the company Pen Generation Inc.

for MSEK 38,9. Pen Generations Inc. which is active within Anoto Enterprise Solutions has been a long standing Anoto Partner. Anoto has consolidated the acquired entity as from June 1, 2016.

Through this acquisition, Anoto enhances its hardware product portfolio and hardware development capabilities. During the period June 1 through December 31 Pen Generations contribution toNet sales was MSEK 22.9 and loss was MSEK -19.4.

From the period from January 1, 2016 through December 31, 2016 Pen Generation had Net sales of MSEK 41.3 and a net loss

of MSEK -27.9.

Effects from acquisitions

The acquired company´s net assets at the time of acquisition:

(TSEK)
Intangible assets 394
Tangible assets 952
Other Non-current assets 276
Inventory 25 303
Current assets 19 720
Liquid assets 6
Interest bearing liabilities -11 286
Current liability -20 921
Other Non-current liabilities -1 530
Net identifiable assets and liabilities 12 914
Group goodwill 35 137
Consideration 48 051

Revaluation on previous investment (19%) in Pen Generation Inc results in a gain of MSEK 6.3.

Goodwill

The goodwill value includes additional sales resources and an increased presence on the Asian market. No part of the goodwill is expected to be tax deductible.

Acquisition related expenses

Expenses related to the acquisition amounts to 80 TSEK and includes fees to consultants in relation to the due diligence. These expenses have been accounted as operating expenses in the Condensed statement of comprehensive income.

Consideration

Total consideration 48 051
Issued shares 38 922
Fair value on previous investment 9 130
(TSEK)

Fair value of the 144 689 816 shares issued as part of the total consideration paid for the shares in Pen Generation Inc is based on the price for the Anoto share on the day of the transaction.

Note 2 - Goodwill

(TSEK) 31-dec-16 31-dec-15
Accumulated historical costs
Opening accumulated historical costs 481 325 368 193
Acqusitions for the year 35 137 120 815
Loss of control -26 230 0
Translation difference 6 932 -7 683
Closing accumulated historical costs 497 164 481 325
Accumulated historical costs
Opening accumulated write downs -298 674 -298 674
Write downs for the year -34 095 0
Translation difference -1 691 0
Closing accumulated write downs -334 460 -298 674
Closing net balance 162 704 182 651

Impairment testing

When assessing the value in use of the cash generating units, a discount factor of 15 % has been used which is consistent with prior years. Five year forecasts and cash flow estimations have been prepared by Management using a 3% - 5% growth on sales and an inflationary increase of costs of 1,5%. Despite ongoing activities to improve margins, no such improvements have been discounted in the financial forecasts.

In Q4 Destiny was deconsolidated due to loss of control. The three remaining entities were tested for impairment during Q4 and no additional need of write down was identified.

In Q3 XMS was written down in full of tot 18.3 MSEK and Anoto Ltd with 15.8 MSEK. The total write-down for the year is 34.1 MSEK.

The closing balance for goodwill includes the value for Anoto Ltd of 18.8 MSEK, Pen Generation Inc 36.7 MSEK and Livescribe 107.2 MSEK.

Note 3 - Financial instruments

Loans and
accounts
receivable
Available for
sale financial
assets
Other financial
liabilities
Total book value Total fair value
Group 2016
Investments 0 0
Long-term receivables 1 892 1 892 1 892
Accounts receivable 34 825 34 825 34 825
Other receivables 0 0 0
Cash 5 553 5 553 5 553
Short-term investments and securities 16 962 16 962 16 962
Assets 42 270 16 962 0 59 232 59 232
Borrowings 57 019 57 019 57 019
Accounts payable 64 621 64 621 64 621
Other liabilities 9 769 9 769 9 769
Liabilities 0 0 131 409 131 409 131 409
Loans and
accounts
receivable
Available for
sale financial
assets
Other financial
liabilities
Total book value Total fair value
Group 2015
Investments 5 104 5 104
Long-term receivables 2 176 2 176 2 176
Accounts receivable 65 443 65 443 65 443
Other receivables 0 0
Cash 11 628 11 628 11 628
Short-term investments and securities
Assets 79 247 0 0 84 351 84 351
Borrowings 0 0 0
Accounts payable 83 471 83 471 83 471
Other liabilities 32 001 32 001 32 001
Liabilities 0 0 115 472 115 472 115 472

Disclosures on fair value classification

Level 1: According to listed prices on an active market for similar instruments

Level 2: According to directly or indirectly observable market data not included in level 1

Level 3: According to indata not observable on the market

Estimation of fair value

Accounts receivable and accounts payable

For accounts receivable and accounts payable with a remaining life of less than six months, recorded amount is deemed to reflect fair value. Accounts receivable and accounts payable with a due time over six months are discounted at the time of determining

the fair value.

Financial assets that can be sold Financial assets that can be sold are valued on the basis of level 1.

Borrowings

Borrowings are measured at amortized cost.

Alternative performance measures

Anoto Group presents certain financial measures in this interim report that are not defined under IFRS. Anoto Group believes that these measures provide useful supplemental information to investors and the group´s management as they allow evaluation of the company´s performance. Because not all companies calculate these financial measures similarly, these are not always comparable to measures used by other companies. These financial measures should not be considered a substitute for measures defined under IFRS.

Definitions of alternative measures used by Anoto Group that are not defined under IFRS are presented below.

GROSS MARGIN

Gross profit as a percentage of net sales. Gross profit is defined as net sales less cost of goods sold

OPERATING PROFIT/LOSS

Gross profit less costs for sales, administrative, R&D and other operating income/costs.

OPERATING MARGIN

Operating profit/loss after depreciation and amortisation as a percentage of net sales

CASH FLOW PER SHARE FOR THE YEAR

Cash flow for the year divided by the weighted average number of shares during the year.

EQUITY /ASSETS RATIO

Equity attributable to shareholders of Anoto Group AB as a percentage of total assets

EBITDA

Operating profit/loss before depreciation and amortisation.

EBITDA is considered to be a useful measure of the group´s performance because it approximate the underlying operating cash flow by elimination depreciation and amortisation. A reconciliation from group operating profit/loss is set out below.

2016 2015 2016 2015
TSEK Oct-Dec Oct-Dec Jan-Dec Jan-Dec
Operating profit/loss -32 581 -41 223 -238 660 -106 249
Depreciation and amortisation 12 629 1 833 71 238 7 321
EBITDA -19 952 -39 390 -167 422 -98 928