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Sectra Earnings Release 2013

May 28, 2013

2967_10-k_2013-05-28_5e48521e-c518-47bc-948b-ca2f7cd9ed67.pdf

Earnings Release

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Press release Linköping, May 28, 2013

Sectra's year-end report 2012/2013:

Healthy order bookings through several long-term contracts

The IT and medical technology company Sectra reported order bookings of SEK 350.0 million (188.2) for the fourth quarter of the 2012/2013 fiscal year. This corresponds to a year-on-year increase of 86%. Sectra has a sound financial position and, accordingly, the Board proposes to the Annual General Meeting that SEK4.50 per share be paid to shareholders through a share redemption program.

Sectra's net sales for the fourth quarter increased 4% to SEK 248.1 million (238.5) and operating profit totaled SEK 37.6 million (46.8). Earnings corresponded to an operating margin of 15.2% (19.6).

"We have captured more strategic and long-term customer contracts in the UK and Sweden, which contributed to extremely healthy order bookings in the quarter, and also noted a degree of improvement in the US. Sectra posted a strong close to the 2012/2013 fiscal year but we did not match the outstanding earnings posted for the corresponding year-earlier period," says Torbjörn Kronander, President and CEO of Sectra AB.

Sectra grows with production-oriented hospitals

Sectra is growing through major long-term contracts covering region-wide IT systems that contribute to streamlining image management in healthcare. In the Secure Communications business area, Sectra is affected by delays in planned projects due to extended processing times with the principal customer in Sweden. This has led to Sectra restructuring security operations and reviewing how to widen its offering and customer base.

Sectra prioritizes controlled growth in a select number of markets and primarily wants to increase in size where it has an existing market presence. This strategy has proved successful and the Group's order bookings increased 30% to SEK 916.0 million (701.1) during the fiscal year. Net sales increased 3% to SEK 817.0 million (793.1) and operating profit was up 9% to SEK 85.9 million (78.5), corresponding to an operating margin of 10.5% (9.9). The comparative figures relate to the results in the year-earlier period, excluding a nonrecurring item attributable to the divestment of the MicroDose business.

Proposed dividend/share redemption program

Sectra's shareholders have received healthy returns over the past few years, since 2011, SEK 369 million has been transferred to the owners through share redemption programs. The Board proposes to the 2013 Annual General Meeting that a further SEK 166.9 million be transferred to shareholders through a share redemption program, which corresponds to a dividend yield of 8.4% based on the share price at the balance-sheet date. No ordinary dividend is proposed. Further information about the proposal is presented in the notice of the Annual General Meeting, which will be published on May 29, 2013.

The information in this press release is such that Sectra AB (publ) is obligated to disclose in compliance with the Swedish Securities and Clearing Operations Act. The information was submitted for publication on May 28, 2013, at 8:00 a.m. (CET).

For further information

Torbjörn Kronander, President and CEO of Sectra AB, Tel: +46 (0)13-23 52 27

About the Sectra Group

Sectra conducts successful development and sales of high technology products and services in the niche segments of medical IT and secure communication. The company was founded in 1978 and grew from research carried out at Linköping University. Sectra has offices in twelve countries and sells its products through partners worldwide. Sales for the full-year 2012/2013 amounted to SEK 817 million. Sectra is listed on NASDAQ OMX Stockholm AB exchange. For more information about Sectra, visit our website at: www.sectra.com.

Sectra AB (publ)

Teknikringen 20 SE 583 30 Linköping

Tel: +46 (0)13 23 52 00

[email protected]

www.sectra.se

Momsreg.nr SE556064830401

YEAR-END REPORT 2012/2013 May 1, 2012– April 30, 2013

The quarter The period
SEK million Q4 Q4 Change Q1-4 Q1-4 Change
2012/2013 2011/2012 % 2012/2013 2011/2012 %
Order bookings 350.0 188.2 86.0 916.0 701.1 30.7
Net sales 248.1 238.5 4.0 817.0 823.1 -0.7
excl. nonrecurring item1 248.1 238.5 4.0 817.0 793.1 3.0
Operating profit (EBIT) 37.6 46.8 -19.7 85.9 103.5 -17.0
excl. nonrecurring item1 37.6 46.8 -19.7 85.9 78.5 9.4
Operating margin, % 15.2 19.6 10.5 12.6
excl. nonrecurring item1 15.2 19.6 10.5 9.9
Profit/loss before tax (EBT) 41.2 50.3 -18.1 86.6 127.9 -32.3
excl. nonrecurring item1 41.2 50.3 -18.1 86.6 102.9 -15.8
Profit margin, % 16.6 21.1 10.6 15.5
excl. nonrecurring item1 16.6 21.1 10.6 13.0
Profit/loss after tax 27.4 36.8 -25.5 62.2 92.8 -33.0
Earnings per share, SEK 2 0.74 1.00 -26.0 1.68 2.52 -33.3
Cash flow 3 63.6 28.4 123.9 191.2 148.6 28.7
Profit including discontinued operations
Earnings from discontinued operations 0 0 0 293.0
Earnings incl. discontinued operations 27.4 36.8 -25.4 62.2 385.8 -83.9
Earnings per share incl. discontinued operations, SEK 1 0.74 1.00 -26.0 1.68 10.47 -84.0

1) Attributable to the divestment of the MicroDose business in 2011/2012. The nonrecurring item generated a positive effect of SEK 30 million on sales and of SEK 25 million on operating profit for the periods concerned. 2) Before dilution. 3) Operations after changes in working capital.

FOURTH QUARTER

  • Order bookings rose 86.0%, which was primarily attributable to the operations in the UK and Sweden.
  • Net sales increased 4% through successful sales of region-wide medical IT systems.
  • Operating profit was impacted by restructuring costs for the Secure Communications business area.

THE FISCAL YEAR

  • Order bookings were up 30.7% through successful sales in the Medical Systems business area, primarily in markets where Sectra has an established market presence.
  • Net financial items totaled SEK 0.7 million (24.4) and were negatively impacted by changed exchange rates and the trend in the interest-rate market.
  • Continued strong cash balance and balance sheet. Operating cash flow was SEK 191.2 million.

EVENTS DURING THE FOURTH QUARTER

  • Sectra signed a major seven-year contract with the UK care consortium, Salisbury, Wight and South Hampshire Domain NHS Trust, which chose to use Sectra's IT system for processing and storing medical images, PACS.
  • Region Skåne and Blekinge County Council in Sweden signed a multi-year contract with Sectra for region-wide medical IT systems. The total order value amounted to SEK 83 million.
  • The security authority in the Netherlands approved the new secure mobile phone, Tiger 7401 from Sectra.
  • Sectra signed a ten-year contract with the London hospital Whittington Health, which has chosen to use Sectra's IT system for processing and storing medical images.

EVENTS AFTER THE END OF THE REPORTING PERIOD

  • The public mammography clinic Argenteuil in France is to use Sectra's method to offer women the possibility of combining their regular mammography examinations with osteoporosis screening.
  • The Board set a new growth goal and prioritized between the goals set previously. The goal is to have an average growth in operating profit (EBIT) per share over a five-year period of 10% per year.
  • The Board proposes that the Annual General Meeting resolve to transfer SEK 4.50 per share, in total SEK 166.9 million, to shareholders through a share redemption program.

The reporting in this interim report pertains to remaining operations unless otherwise stated. Discontinued operations pertain to the subsidiary Sectra Mamea AB, which developed, produced and marketed the mammography modality MicroDose Mammography. Figures for the corresponding period in the preceding year are shown in parenthesis.

Order bookings, SEK million

Net sales, SEK million

Sales by geographic market SEK million

THE GROUP'S ORDER BOOKINGS, SALES AND EARNINGS

Order bookings and sales

Fourth quarter

The Group's order bookings for the quarter increased 86.0% to SEK 350.0 million (188.2) year-on-year. This was primarily attributable to the operations of the Medical Systems business area in the UK, Sweden, the Netherlands and the US. Net sales rose 4.0% to SEK 248.1 million (238.5). Sectra's medical operations in the UK and US accounted for the largest increases in sales compared with the year-earlier period.

Fiscal year 2012/2013, comparable figures excluding nonrecurring item

Sectra focuses primarily on growth in countries where the company has an existing market presence and through partners in selected growth markets. This strategy has proved successful and order bookings for the fiscal year were up 30.7% to SEK 916.0 million (701.1). Net sales rose 3.0% to SEK 817.0 million (793.1). The Medical Systems business area reported increased sales in the US, the UK and Sweden through major long-term contracts for region-wide medical IT systems.

As of June 6, 2012, the results include the acquired Burnbank Systems Limited in the UK. The operation is included in the Medical Systems business area. For further information and an acquisition analysis, refer to page 18.

Sales by business segment

(SEK million) 3 months
Feb-Apr
2013
3 months
Feb-Apr
2012
Full-year
May-Apr
2012/2013
Full-year
May-Apr
2011/2012
Medical Systems 230.0 211.8 728.2 732.0
excl. nonrecurring item 2 230.0 211.8 728.2 702.0
Secure Communications 21.7 32.1 99.0 101.8
Other operations 1 16.8 13.3 63.9 50.9
Group eliminations -20.4 -18.7 -74.1 -61.6
Total remaining 248.1 238.5 817.0 823.1
operations
excl. nonrecurring item 2 248.1 238.5 817.0 793.1
Discontinued operations 3 0 0 0 23.5
Total 248.1 238.5 817.0 846.6

Sales by geographic market

(SEK million) 3 months 3 months Full-year Full-year
Feb-Apr Feb-Apr May-Apr May-Apr
2013 2012 2012/2013 2011/2012
Sweden 68.6 83.6 264.8 250.5
excl. nonrecurring item 2 68.6 83.6 264.8 249.1
USA 55.8 45.0 174.2 168.1
UK 38.6 19.0 105.0 104.1
excl. nonrecurring item 2 38.6 19.0 105.0 83.6
Rest of Europe 71.1 66.0 211.7 231.1
excl. nonrecurring item 2 71.1 66.0 211.7 223.0
Rest of world 14.0 24.9 61.3 69.3
Total remaining 248.1 238.5 817.0 823.1
operations 2
excl. nonrecurring item 2 248.1 238.5 817.0 793.1

1) Other operations pertain to Sectra's operations for the financing of customer projects, asset management, and the Parent Company's functions for Group finances and stock-exchange, share and investor relations activities.

2) The nonrecurring item is attributable to the discontinuation of the Sectra MicroDose business in 2011 and had a positive effect on sales of SEK 30 million and on operating profit of SEK 25 million for the relevant periods. 3) See Note 1 on page 17.

Profit after net financial items,

Results excl. nonrecurring items Bars – per quarter Line – rolling 12-months

Earnings

Fourth quarter

The Group's operating profit for the quarter totaled SEK 37.6 million (46.8). Earnings corresponded to an operating margin of 15.2% (19.6). Earnings were impacted by a nonrecurring cost for restructuring of operations in the Secure Communications business area. The restructuring arose from the extended processing times at the business area's principal customer in Sweden, which delayed planned projects.

Net financial items were SEK 3.6 million (3.5). Exchange-rate changes had an impact of SEK 1.1 million (1.3) on consolidated financial items. Profit before tax was SEK 41.2 million (50.3), corresponding to a profit margin of 16.6% (21.1).

Fiscal year 2012/2013, comparable figures excluding nonrecurring item The operating profit increased 9.4% to SEK 85.9 million (78.5) compared with the yearearlier period. The result corresponds to an operating margin of 10.5% (9.9). The improvement in earnings was attributable to the Medical Systems business area. Security operations were impacted by delays in planned projects and costs for restructuring.

Net financial items totaled SEK 0.7 million (24.4) and were negatively impacted by changes in exchange rates and trends in the interest-rate market. The comparative period included interestrate effects from discontinued operations of SEK 6.4 million. Exchange-rate changes had a negative impact on consolidated financial items of SEK 4.7 million (pos: 7.5). Profit before tax totaled SEK 86.6 million (102.9), corresponding to a profit margin of 10.6% (13.0).

Earnings including discontinued operations

On August 31, 2011, Sectra finalized the transaction with Royal Philips Electronics, which thus took over the operations involving development and sales of the digital mammography system, MicroDose Mammography. The sale generated a capital gain based on carrying amounts of SEK 322.6 million after tax in the preceding fiscal year. Refer to Note 1 on page 17 for further information regarding discontinued operations.

Consolidated profit after tax for the quarter was SEK 27.4 million (36.8), corresponding to earnings per share before dilution of SEK 0.74 (1.00). The change in tax rate had a positive impact of SEK 3.3 million on deferred tax during the period. For the fiscal year, profit after tax and including discontinued operations amounted to SEK 62.2 million (385.8), corresponding to earnings per share of SEK 1.68 (10.47).

Operating profit by business segment

(SEK million) 3 months 3 months Full-year Full-year
Feb-Apr Feb-Apr May-Apr May-Apr
2013 2012 2012/2013 2011/2012
Medical Systems 48.8 45.8 97.1 97.5
excl. nonrecurring item 2 48.8 45.8 97.1 72.5
Secure
Communications -7.0 6.7 1.4 15.3
Other operations 1 0.3 -2.2 -9.7 -9.0
Group eliminations -4.5 -3.5 -2.9 -0.3
Total remaining 37.6 46.8 85.9 103.5
operations
excl. nonrecurring item 2 37.6 46.8 85.9 78.5
Discontinued operations
3 0 0 0 -23.8
Total 37.6 46.8 85.9 79.7

1) Other operations pertain to Sectra's operations for the financing of customer projects, asset management, and the Parent Company's functions for Group finances and stock-exchange, share and investor relations activities.

2) The nonrecurring item is attributable to the discontinuation of the Sectra MicroDose business and had a positive effect on sales of SEK 30 million and on operating profit of SEK 25 million for the relevant periods. 3) See Note 1 on page 17.

Seasonal variations

Sectra is affected by seasonal variations, whereby most invoicing and earnings are traditionally generated at the end of the fiscal year. The variations in order volumes in terms of individual quarters can be substantial since Sectra has many large customers that sign comprehensive, long-term agreements with the company, for example, for medical IT projects or the development of encryption systems.

MEDICAL SYSTEMS

Sales and earnings

Fourth quarter

Medical Systems' sales increased 8.6% to SEK 230.0 million (211.8) compared with the year-earlier period. Operations in the UK and the US accounted for the greatest year-on-year increase. The operating profit rose 6.6% to SEK 48.8 million (45.8), corresponding to an operating margin of 21.2% (21.6).

Fiscal year 2012/2013, comparable figures excluding nonrecurring item

Medical Systems' sales for the fiscal year increased 3.7% to SEK 728.2 million (702.0). The increase was principally attributable to major long-term contracts for region-wide medical IT systems in the US, the UK and Sweden. The operating profit rose 33.9% to SEK 97.1 million (72.5), corresponding to an operating margin of 13.3% (10.3). The earnings improvement was due to a higher share of license and services sales and to the efficiency improvements in the supply organization.

Market

Sectra provides users of medical images in the healthcare sector with IT systems and services to use resources more efficiently and to coordinate geographically dispersed operations. More than 1,400 customers use Sectra's IT systems and services, including some of the world's largest care providers. The bulk of the business area's revenues derive from commitments to existing customers, both in the form of ancillary sales and long-term agreements for products and services.

The market for medical IT systems and services continues to expand as a result of the considerable need for systems that enhance efficiency for healthcare providers. Scandinavia, North America and the UK are Sectra's largest markets for Medical Systems. In the domestic market in Scandinavia, Sectra is by far the largest provider of IT systems for efficient and secure communications and management of medical images (PACS) and patient information (RIS).

Successful sales in the UK, Sweden, the Netherlands and the US during the quarter.

Medical Systems increased order bookings in the fourth quarter through long-term contracts for IT systems that contribute to enhanced efficiency in healthcare. The successes pertained principally to the UK, Sweden, the Netherlands and the US, which are all countries where Sectra has an established market presence. In many other countries, the uncertain economic trend and the need for government austerity measures had a dampening effect on growth, particularly in Europe. Sectra's long-term assessment is that demand will recover, since the need to streamline and reduce costs continues to increase in healthcare.

Imaging IT Solutions grows with production-oriented hospitals

Medical Systems' largest business line is Imaging IT Solutions (previously Radiology IT), which offers healthcare providers IT systems and services for storing, processing and presenting medical images and associated IT support. In 2012/2013, Imaging IT Solutions had sales of SEK 709.2 million and an operating profit of SEK 103.2 million. The bulk of the business area's revenues derive from commitments to existing customers, often in the form of long-term contracts for supplementary products, services, service, support and upgrades. From May 1, 2013, the business line will be recognized as a separate business area in the financial reporting.

Business Innovation is the Group's greenhouse for the future

Projects and smaller operations with potential for success are gathered together under Business Innovation. In some cases, projects are smaller business units that, though already profitable, need to grow a little larger before becoming a business area of their own, and in other cases projects should be able to generate a profit in 3-5 years. The Sectra offering includes methods and products that contribute to more efficient and enhanced care of osteoporosis and IT systems for planning and following up orthopaedic operations. In 2012/2013, Business Innovation was included in the Medical Systems business area and had sales of SEK 17.7 million and an operating loss of SEK 7.0 million. From May 1, 2013, Business Innovation will be recognized as a separate segment in the financial reporting.

SECURE COMMUNICATIONS

Sales and earnings

Fourth quarter

Sales for the quarter totaled SEK 21.7 million (32.1) compared with the year-earlier period with the decline primarily attributable to operations in Sweden. In 2012/2013, the Swedish market was impacted by long processing times at the business area's principal customer. During the quarter, as part of managing the consequences of these delays in planned projects and to open up for new business opportunities, the business area implemented a restructuring that negatively impacted operating profit by SEK 3.0 million. The operating loss for the quarter amounted to SEK 7.0 million (6.7).

The fiscal year

Sales for the period amounted to SEK 99.0 million (101.8) compared with the year-earlier period. The operating profit was SEK 1.4 million (15.3), which corresponded to an operating margin of 1.4% (15.0). Earnings were negatively impacted by restructuring costs as mentioned above, but also by delays in major ongoing product-development projects resulting from changes in the Swedish regulatory framework for the management of classified information.

Market

Sectra's crypto products are deployed by decision makers, government officials and defense forces in the majority of European countries to protect telecommunications from eavesdropping. This makes Sectra the leading supplier of encrypted telephony to European authorities and defense forces.

The market is driven by telecommunications eavesdropping being easier than ever , changes in regulations governing the handling of classified information and the fact that increasing numbers of authorities are choosing to protect their confidential, though unclassified, information. As a consequence of increasing collaboration between government agencies in European countries, customers are increasingly calling for products that support cross-border collaboration. Sectra offers products that are approved by the EU, NATO and by several national security agencies. Sweden and the Netherlands comprise Sectra's largest markets for secure communications products.

OTHER OPERATIONS

Other operations pertain to Sectra's operations for the financing of customer projects, asset management, and the Parent Company's functions for Group finances and stock-exchange, share and investor relations activities.

Sales and earnings

Fourth quarter

Sales from Other operations increased 26.3% to SEK 16.8 million (13.3) compared with the year-earlier period. The increase was attributable to Sectra's operations for the financing of customer projects. The operating profit was SEK 0.3 million (loss: 2.2).

The fiscal year

Sales from Other operations increased 25.5% to SEK 63.9 million (50.9) compared with the year-earlier period. The increase was attributable to Sectra's operations for the financing of customer projects. The operating loss was SEK 9.7 million (loss: 9.0).

Increased demand for financing solutions

In recent years, Sectra's business model for the sales of radiology IT systems has gradually shifted from system sales to an increasing share of service sales in the form of managed service agreements. When customers choose managed service agreements, they purchase IT systems as a service during a predetermined contractual period. Such agreements typically range from five to ten years and encompass licenses, hardware, support and upgrades. While these agreements contribute to order bookings just as much as system sales, they generate a more extended recognition of sales and income compared with the previous model of system sales, under which final invoicing was conducted in conjunction with the completion of the installation and approval by the customer.

Several of the major orders that Sectra has secured in recent months are service agreements requiring significant initial project investments and the projects will thus be financed by the Group's internal financing company. At the business area level, sales and income from these types of transactions will be recognized as the installation projects are completed. Sectra's financing company will subsequently remain the system owner, and at the Group level, sales and income will be recognized throughout the entire contractual period in an equal profit amount each year.

COMMENTS ON THE FINANCIAL POSITION AND KEY FIGURES

Financial position

Sectra has a strong cash balance and balance sheet. The Group's cash flow from operations after changes in working capital amounted to SEK 191.2 million (148.6). The comparative figure includes a nonrecurring item of SEK 25 million. For the fiscal year, cash flow from investment operations amounted to a negative SEK 76.2 million (neg: 31.1), of which a negative SEK 46.8 million pertained to the acquisition of Burnbank Systems Limited in the first quarter. Cash flow from financing operations amounted to a negative SEK 182.7 million (neg: 173.0).

The Group's total cash flow for the period, including acquired and discontinued operations, amounted to a negative SEK 67.7 million (393.5). Comparative figures in the preceding year include SEK 466.7 million pertaining to cash flow from the divestment of the MicroDose business. The total cash flow for the year included the payment to Sectra's shareholders via a share redemption process of SEK 185.5 million, the acquisition of Burnbank Systems Limited of SEK 46.8 million and net changes in convertible debentures of SEK 2.8 million. After adjustment for exchange-rate differences in cash and cash equivalents, the Group's cash and cash equivalents amounted to SEK 536.3 million (605.8).

At the end of the period, the equity/assets ratio was 61.4% (69.4) and liquidity amounted to a multiple of 2.6 (3.4). At the close of the period, the Group's interest-bearing liabilities amounted to SEK 26.5 million (34.6) and pertained to convertible debentures to employees and the Board.

Investments

Group investments during the fiscal year amounted to SEK 76.2 million (31.1), of which SEK 46.8 million related to the acquisition of Burnbank in the first quarter. Otherwise, investments pertained principally to customer projects in the Group's financing activities and capitalized development costs.

Investments in Group-financed customer projects during the period amounted to SEK 16.4 million (17.5), of which 13.7 million (0.4) pertained to the fourth quarter. At the close of the period, the Group's carrying amount for Group-financed customer projects totaled SEK 37.1 million (46.1).

During the period, capitalization of development costs amounted to SEK 12.2 million (10.6), of which 4.4 million (1.6) pertained to the fourth quarter. At the close of the period, capitalized development costs totaled SEK 52.5 million (55.9).

During the fiscal year, depreciation/amortization amounted to SEK 46.0 million (43.4), of which 11.1 million (11.7) pertained to the fourth quarter. During the period, SEK 15.8 million (14.6) pertained to the depreciation/amortization of capitalized development projects and the corresponding figure for the fourth quarter was SEK 4.2 million (3.0).

Employees

During the quarter, the number of full-time employees at Sectra decreased by 15. During the fiscal year, the number of employees increased by 26. The increase in the current fiscal year relates to the acquisition of Burnbank Systems Limited. At the close of the period, the number of full-time employees totaled 528 (502).

PARENT COMPANY SECTRA AB

New President and Executive Vice Presidents

In September 2012, the Board of Directors appointed Torbjörn Kronander, President of Sectra's Medical Systems business area and Executive Vice President of Sectra AB, as the new President and CEO of Sectra. He assumed his duties on November 1, 2012. In December, the Board of Directors appointed both Simo Pykälistö, Chief Financial Officer of the Sectra Group, and Marie Ekström, now President of Sectra's largest business line – Imaging IT Solutions –as Executive Vice Presidents of the company.

Sales and earnings

The Parent Company includes the head office's functions for Group finances, as well as stock exchange, share and investor-relations activities. The Parent Company's income statement and balance sheet are reported on page 16.

Fourth quarter

Net sales in the Parent Company amounted to SEK 5.2 million (4.2) and operating profit amounted to SEK 1.0 million (loss: 2.7). Profit after net financial items totaled SEK 71.1 million (391.8), the comparative figures include a dividend and Group contributions from Group companies of SEK 390.7 million. Exchange-rate changes had a positive impact on financial items of SEK 0.7 million (0.5).

The fiscal year

The Parent Company's net sales amounted to SEK 20.2 million (18.3) for the period and the operating loss was SEK 12.1 million (loss: 10.5). The operating profit was impacted by costs for structural changes. Net financial items amounted to SEK 74.2 million (413.5) and profit after net financial items was SEK 62.1 million (403.0). The comparative figures include a dividend and contributions from Group companies totaling SEK 390.7 million and interest-rate effects from discontinued operations of SEK 6.4 million. Exchange-rate changes had a negative impact on the Parent Company's financial items of SEK 3.4 million (2.9).

THE SHARE

Sectra's share redemption program 2012

During July and August 2012, Sectra carried out a share redemption program whereby SEK 5.00 per share, a total of SEK 185.5 million, was distributed to shareholders through a 2:1 share split, combined with a mandatory redemption process and a stock dividend to restore the share capital.

Sectra's share capital increased during the period by SEK 252,890 subsequent to the conversion of debentures from the 2009/2012 convertible program, see below, and at the close of the period, amounted to SEK 37,094,978.

At future full conversion and exercise of the implemented incentive programs, the number of shares will increase by a maximum of 856,768, corresponding to 2.3% of the share capital and 1.4% of the voting rights. After dilution, the share capital will amount to SEK 37,951,746.

Incentive program

Convertible program and employee stock options 2009/2012

During the first quarter, employees and Board members exercised convertibles corresponding to 252,890 shares at a nominal amount of SEK 10.8 million. The conversion price was SEK 42.90. Convertibles outstanding in the 2009/2012 program amounted to a nominal value of SEK 6.5 million following the conversion and this amount was repaid to the holders on the maturity date June 15.

No conversion took place in the stock option program for employees in North America with a redemption period from August 19 to 25, 2012. 2009/2012 employee stock options expired in October 2012.

New convertible programs

The 2012 AGM resolved to issue new convertibles to the Group's employees and external Board members. The convertibles were subscribed during the September 26 – October 5, 2012 period. The conversion price for employees amounts to SEK 63.30. The duration is November 1, 2012 – June 15, 2016 and conversion is permitted from May 23 – 27, 2016. The conversion price for external Board members is SEK 67.50. The duration is November 1, 2012 – June 15, 2017 and conversion is permitted from May 22 – 26, 2017. At full exercise, the dilution effect of both convertible programs may not exceed 1% of the share capital. Subscription took place for a total of 143,600 convertibles for a total nominal value of SEK 9.2 million.

New employee stock options

Pursuant to the AGM resolution, Sectra issued an additional 100,000 employee stock options for the Group's employees in North America during the third quarter. If these employee stock options are fully exercised, employees will acquire shares in the company corresponding to approximately 0.3% of the share capital and 0.2% of the voting rights.

Authorization

The 2012 AGM authorized the Board, for the period until the next AGM, to decide on the issue of not more than 3,700,000 Series B shares for consideration in the form of cash payment, offsetting of debt or contribution in kind whereby offsetting of debt and contribution in kind may deviate from shareholders' preferential rights. If the authorization is fully exercised, the dilution effect will be approximately 10% of the share capital and approximately 6% of the voting rights.

The AGM also resolved to authorize the Board, on one or more occasions, during the period until the next AGM, to make decisions on the acquisition and transfer of Series B treasury shares. A condition for the authorization is that the company's holding of treasury shares at no time exceeds 10% of all shares in the company.

At the time of the publication of this interim report, the Board had not utilized these possibilities.

2013 Annual General Meeting

The 2013 AGM will be held on June 27 at 4:00 p.m. (CET) at Collegium Konferens, Teknikringen 7 in Linköping, Sweden. Notice of the meeting will be given by way of a press release and an advertisement in Post och Inrikes Tidningar, and will be available on the company's website not later than four weeks prior to the meeting. Information that notice has been given will be published in Svenska Dagbladet. Any shareholders who wish to address questions to the AGM are welcome to do so: Please send these questions in advance to Sectra by e-mail, at [email protected] to facilitate answering these questions at the AGM.

Proposed dividend/share redemption program

The Board and President propose that the Annual General Meeting 2013 resolve that SEK 4.50 per share, a total of SEK 166.9 million, be distributed to shareholders through a 2:1 share split combined with a mandatory redemption process. No ordinary dividend is proposed.

The proposal is in line with Sectra's dividend policy. At the end of the fiscal year, the Group's equity/assets ratio was 61.4%. The dividend policy and Sectra's financial targets state that the equity/assets ratio is to exceed 30%, which it will continue to do, by a healthy margin, even after resolution in favor of the Board's proposed redemption process. It is the assessment of the Board that the company's existing balance sheet and cash flow are of adequate strength to secure the development of the business and provide shareholders with a healthy return.

Additional information regarding the proposed share split and mandatory redemption process will be published in the notice of the Annual General Meeting and the full proposal to the AGM.

Nomination Committee

The 2012 AGM resolved to appoint a Nomination Committee comprising four members, of whom the Chairman of the Board and three members are to represent the major shareholders in the company. The composition of the Nomination Committee is based on known shareholdings in the company as of September 30, 2012. In accordance with the resolution of the AGM, a Nomination Committee was appointed following consultations with the company's major shareholders. The following members have been appointed to the Nomination Committee:

  • Carl-Erik Ridderstråle, Chairman of the Board (convenor)
  • Torbjörn Kronander
  • Jan-Olof Brüer (Chairman)
  • Thomas Ehlin, representing Nordea Funds

Jan-Olof Brüer, who is the company's second-largest owner in terms of votes, has been appointed Chairman of the Nomination Committee since Torbjörn Kronander, the company's largest owner in terms of votes, has decided to abstain from the chairmanship due to his role as President of Sectra AB.

The Nomination Committee will prepare and submit proposals to the 2013 AGM regarding the:

  • Election of and fees to be paid to the Chairman of the Board and other Board members
  • Election of and fees to be paid to auditors and deputy auditors
  • Resolution on principles governing the composition of the Nomination Committee
  • Chairman of the General Meeting

The Nomination Committee's proposal will be presented in the notice of the AGM and be available on the company's website.

Annual Report

The Annual Report will be available on the company's website on June 5, 2013. It will be distributed by post in the week commencing June 17 to new shareholders and those

The Board's proposed share redemption program corresponds to a dividend yield of 8.4% based on the share price at the balance-sheet date.

shareholders who have registered an interest in receiving financial reports. The printed version can be ordered at the following address:

Sectra AB Teknikringen 20 SE-583 30 Linköping, Sweden Telephone +46 (0)13 23 52 00 E-mail [email protected]

FUTURE

Risks and uncertainties

Through its operations, Sectra is exposed to such business risks as dependence on major customers and partners, the effect of exchange rates on pricing in the markets in which the Group is active, and property and liability risks. Sectra is also exposed to various types of financial risks such as currency, interest-rate, credit and liquidity risks.

A detailed description of the risks and uncertainties, as well as Sectra's strategies and tactics for minimizing risk exposure and limiting adverse effects, is provided in the Group's Annual Report for the 2011/2012 fiscal year, Note 30, page 44. No significant events have occurred that would alter the conditions reported therein.

Revision of Sectra's financial goals

Sectra's Group-wide goals and strategies are aimed at building financially sound operations that provide Sectra with the opportunity to create customer value and thereby contribute to long-term growth for our shareholders. In parallel with a review of the financial goals, the Board decided to change the growth goal and to prioritize between the goals. The new goals are listed below in order of priority:

    1. Stability: The equity/assets ratio must be a minimum of 30% (unchanged)
    1. Profitability: The operating margin (EBIT) must be a minimum of 15% (unchanged)
    1. Growth: The operating profit (EBIT) per share must increase, on average, 10% per year over a five-year period (changed growth goal, the previous goal was that Sectra's sales should increase, on average, by a minimum of 15% over a seven-year period)

When calculating the growth goal, adjustments are made for any changes in the number of shares outstanding due to the cancellation of treasury shares or for bonus issues.

For the last five-year period, Sectra posted a negative average annual growth in EBIT per share, however, this negative trend was broken in the last two years. For the last two years, EBIT per share has increased by more than 8%. This is a result of Sectra's long-term efforts to increase cost-efficiency in parallel with increasing the number of products with higher margins, such as software licenses..

The underlying reason for the revision of the growth goal is that the Group's structure has changed since the sale of the operations for the low-dose mammography product and due to ongoing changes in the market for Sectra's products. This applies primarily to the healthcare market where customers' purchasing habits are gradually changing from capital investments in turnkey IT systems to the purchase of IT systems and software as a service in the form of long operating agreements. In addition, Sectra strives, where possible, to encourage customers to buy hardware directly from hardware suppliers. These products are sold with low margins by Sectra and, accordingly, this strategy has a positive effect on operating margin but reduces growth in sales. In parallel, the markets are not growing in line with the assessments made in 2010 when the preceding goals were set. Since the underlying needs for Sectra's offering in medical IT and security continue to increase, it is the Board's assessment that demand will recover in the long term.

Equity/assets ratio 61.4%

Operating margin rolling 12 months 10.5%

Average sales growth over a seven-year period 5.8%

Average growth in EBIT per share over a fiveyear period -7.2%

At the end of the period including nonrecurring item

Over the last two years, Sectra's EBIT per share increased by more than 8%.

New organizational structure and division of segments as of May 1, 2013

Sectra introduced a new organizational structure on May 1, 2013. As of the 2013/2014 fiscal year, Sectra will report the following segments: Imaging IT Solutions, Secure Communications, Business Innovation and Other operations.

Imaging IT Solutions (previously Radiology IT) offers healthcare providers IT systems and services for storage, management and presentation of medical image data as well as connected IT support. The system contributes to enhanced efficiency and assists in the development of healthcare. Secure Communications offers government authorities and defense organizations solutions and services that protect sensitive and confidential information from eavesdropping. The products are approved by the EU and NATO as well as several national security authorities. Sectra utilizes Business Innovation as an incubator for projects and smaller operations that have the potential to be successful given time. In certain cases, the projects are smaller business units that while already profitable need to grow larger before becoming a business area of their own. Projects are expected to become profitable within a period of 3-5 years. Other Operations comprise Sectra's financing operations and central functions for finance, investment management, IT, regulatory matters, market communication and investor relations.

(SEK million) Sales Operating Operating
profit margin
Imaging IT Solutions 709.2 103.2 14.6%
Secure Communications 99.0 1.4 1.4%
Business Innovation 17.7 -7.0 -39.5%
Other operations 68.1 -6.0 -8.8 %
Group eliminations -77.0 -5.7 7.4 %
Group total 817.0 85.9 10.5%

Results for the 2012/2013 fiscal year based on the new segment classification

Outlook

Sectra has a strong technical platform and a business model based on long-term customer relations. These comprise a solid foundation for the continuous development of the company's offering.

Sectra's niche areas: IT for medical imaging and secure communication are markets with substantial scope for continued expansion. The need to enhance efficiency continues to increase in healthcare as part of managing the demographic trend and increasing need for care. Sectra's Imaging IT Solutions and services for medical diagnostic imaging help to develop healthcare at the same time making it more efficient. Society needs to improve in how it deals with elderly diseases. Sectra has a number of projects in Business Innovation that can positively impact care efficiency and the treatment of some of the most costly of such illnesses.

In the security field, government agencies, the military and the private sector are increasingly exposed to security threats and eavesdropping attempts. Sectra is trusted to deliver products that protect classified information at the highest secrecy levels and our products in Secure Communications are approved by the EU, NATO and many national security agencies.

FOR FURTHER INFORMATION

Contact Sectra's CEO Torbjörn Kronander, telephone +46 (0)13 23 52 27

Financial calendar

2013 Annual General Meeting June 27, 2013 Three-month report September 10, 2013 Six-month report December 10, 2013 Nine-month report March 4, 2014 Year-end report May 27, 2014

Consolidated income statements

3 months 3 months Full-year Full-year
SEK thousands Feb - Apr Feb - Apr May - Apr May - Apr
2013 2012 2012/2013 2011/20121)
Net sales 248,098 238,470 816,954 823,090
Capitalized work for own use 4,134 1,570 12,210 10,586
Goods for resale -55,250 -44,112 -126,833 -158,381
Personnel costs -107,406 -96,682 -416,183 -385,467
Other external costs -40,893 -40,740 -154,327 -142,974
Depreciation/amortization -11,065 -11,718 -45,955 -43,389
Operating profit 37,618 46,788 85,866 103,465
Net financial items 3,571 3,491 688 24,390
Profit after net financial items 41,189 50,279 86,554 127,855
Taxes -13,817 -13,442 -24,308 -35,007
Earnings for the period from 27,372 36,837 62,246 92,848
remaining operations
Profit/loss from 0 0 0 292,967
discontinued operations
Note 1
Earnings/loss for the period 27,372 36,837 62,246 385,815
Earnings/loss for the period
attributable to:
Parent Company owners 27,372 36,837 62,246 385,815
Non-controlling interest 0 0 0 0
Earnings per share remaining
operations
Before dilution, SEK 0.74 1.00 1.68 2.52
After dilution, SEK 0.72 0.97 1.64 2.46
Earnings/loss per share including
operations held for sale
Before dilution, SEK 0.74 1.00 1.68 10.47
After dilution, SEK 0.72 0.97 1.64 10.23
No. of shares
Before dilution 37,094,978 36,842,088 37,094,978 36,842,088
After dilution 2) 37,951,746 37,916,513 37,951,746 37,916,513
Average, before dilution 37,094,978 36,842,088 37,052,830 36,842,088
Average, after dilution 2) 37,951,746 37,893,971 37,852,915 37,707,909

1) The amounts include a nonrecurring item that had a positive impact of SEK 30 million on sales and SEK 25 million on operating profit.

2) Dilution is based on the convertible debentures programs issued in 2010/2011 (162,437), 2011/2012 (250,731) and 2012/2013 (143,600) and on employee stock options issued in 2010/2011 (100,000), 2011/2012 (100,000) and 2012/2013 (100,000).

Consolidated Statement of Comprehensive Income

3 months 3 months Full-year Full-year
SEK thousands Feb - Apr Feb - Apr May - Apr May - Apr
2013 2012 2012/2013 2011/2012
Earnings for the period 27,372 36,837 62,246 385,815
Other comprehensive income
Change in translation differences from 2,021 754 -11,191 14,408
translating foreign subsidiaries
Total other comprehensive income 2,021 754 -11,191 14,408
for the period
Total comprehensive income for the 29,393 37,591 51,055 400,223
period

Consolidated Balance Sheets

SEK thousands Apr 30, Apr 30,
2013 2012
Assets
Intangible assets 123,157 65,784
Tangible assets 48,670 53,647
Financial assets 4,204 3,639
Deferred tax assets 5,593 9,164
Total fixed assets 181,624 132,234
Other current assets 365,642 396,083
Cash and cash equivalents 536,291 605,757
Total current assets 901,933 1,001,840
Total assets 1,083,557 1,134,074
Equity and liabilities
Equity (including total comprehensive income for the period) 665,300 787,392
Provisions 17,575 594
Deferred tax liabilities 27,067 27,872
Long-term liabilities 26,503 17,260
Current liabilities 347,112 300,956
Total equity and liabilities 1,083,557 1,134,074

No changes have occurred in pledged assets and contingent liabilities since the 2011/2012 Annual Report.

Consolidated Statement of Changes in Equity

Full-year Full-year
SEK thousands May - Apr May - Apr
2012/2013 2011/2012
Equity at start of period 787,392 569,537
Comprehensive income for the period 51,055 400,223
Share-related payments 1,479 1,842
Redemption of shares -185,475 -184,210
Conversion to shares 10,849 0
Equity at the end of the period 665,300 787,392

Consolidated Cash-flow Statements

Full-year Full-year
SEK thousands May - Apr May - Apr
2012/2013 2011/2012
Cash flow from operations before changes in working capital 133,634 153,545
Cash flow from operations after changes in working capital 191,216 148,580
Investing activities -76,206 -31,103
Financing activities -182,697 -173,042
Cash flow for the period -67,687 -55,565
Cash flow from discontinued operations:
Current operations 0 -17,620
Investing activities 0 466,715
Financing activities 0 0
Cash flow for the period from discontinued operations
Note 1
0 449,095
Total cash flow for the period -67,687 393,530
Change in cash and cash equivalents
Cash and cash equivalents, opening balance 605,757 211,341
Exchange-rate difference in cash and cash equivalents -1,779 886
Cash and cash equivalents, closing balance 536,291 605,757
Unutilized credit facilities 15,000 15,000

Key figures

Full-year Full-year
Apr 30, Apr 30,
2013 2012
Order bookings, SEK M 916.0 701.1
Operating margin, % 10.5 12.6
Operating margin excluding nonrecurring items, % n/a 9.9
Profit margin, % 10.6 15.5
Profit margin excluding nonrecurring items, % n/a 13.0
Average number of employees 527 500
Cash flow per share, SEK 3.60 4.17
Cash flow per share after full dilution, SEK 3.52 4.05
Value added, SEK M 502.1 488.9
P/E ratio, multiple 31.5 17.1
Share price at end of period, SEK 53.0 43.0
Including discontinued operations:
Return on equity, % 8.6 58.0
Return on capital employed, % 11.6 59.7
Return on total capital, % 7.9 40.8
Equity/assets ratio, % 61.4 69.4
Liquidity, multiple 2.6 3.4
Cash flow per share, SEK 3.60 3.34
Cash flow per share after full dilution, SEK 3.52 3.24
Equity per share, SEK 17.94 21.37
Equity per share after full dilution, SEK 17.53 20.77

Quarterly consolidated income statement and key figures

2012/2013 2011/2012 2010/2011
SEK M Q4 Q3 Q2 Q1 Q4 Q3 Q2 1) Q1 Q4 Q3 Q2
Net sales 248.1 205.2 192.7 171.0 238.5 196.1 219.2 169.3 197.3 200.7 212.9
Capitalized work for own use 4.1 3.5 4.4 0.3 1.6 2.6 5.7 0.7 0.4 2.2 2.4
Operating expenses -203.5 -175.0 -163.1 -155.9 -181.6 -182.4 -169.4 -153.4 -163.5 -176.0 -179.6
Depreciation/amortization -11.1 -12.6 -11.0 -11.3 -11.7 -10.9 -10.6 -10.2 -12.0 -11.2 -10.0
Operating profit 37.6 21.1 23.0 4.1 46.8 5.4 44.9 6.5 22.1 15.7 25.7
Net financial items 3.6 -0.8 1.8 -3.8 3.5 6.9 4.2 9.8 -1.1 -1.0 -4.1
Earnings after net financial items 41.2 20.3 24.8 0.3 50.3 12.3 49.1 16.2 21.0 14.7 21.6
Tax on earnings for the period -13.8 -2.5 -7.9 -0.1 -13.4 -3.3 -14.0 -4.3 -8.4 -4,9 -5.7
Earnings for the period from remaining
operations
27.4 17.8 16.9 0.2 36.8 9.0 35.1 11.9 12.6 9.8 15.9
Profit/loss from discontinued operations 0 0 0 0 0 0 310.0 -17.0 -14.5 -19.5 -15.7
Earnings for the period 27.4 17.8 16.9 0.2 36.8 9.0 345.1 -5.1 -1.9 -9.7 0.2
Order bookings, SEK M 350.0 232.9 217.0 116.2 188.2 131.5 190.6 190.8 126.5 213.6 123.1
Operating margin, % 15.2 10.3 11.9 2.4 19.6 2.8 20.5 3.8 11.2 7.8 12.1
Cash flow per share, SEK 1.20 1.23 0.65 0.52 1.38 0.97 1.48 0.35 0.81 0.41 0.58
Cash flow per share after full dilution, SEK 1.18 1.19 0.64 0.51 1.34 0.94 1.44 0.34 0.80 0.41 0.57
Earnings per share, SEK 0.74 0.48 0.46 0.01 1.00 0.24 0.95 0.32 0.34 0.27 0.43
Including discontinued operations:
Return on equity, % 4.2 2.8 2.4 0.0 5.8 1.1 46.3 -0.9 -0.3 -1.6 0.0
Return on capital employed, % 6.1 3.2 3.4 0.1 6.3 1.5 47.8 -1.1 0.3 -2.0 0.1
Equity/assets ratio, % 61.4 63.8 64.7 71.2 69.4 68.2 75.0 64.1 61.0 63.5 63.6
Cash flow per share, SEK 1.20 1.23 0.65 0.52 1.25 0.97 1.25 -0.13 0.12 0.13 0.16
Equity per share, SEK 17.94 17.13 16.94 21.54 21.37 20.34 24.94 15.55 15.46 15.78 16.16

1) The amounts include a nonrecurring item that had a positive impact of SEK 30 million on sales and SEK 25 million on operating profit.

Five-year summary

2012/2013 2011/2012 2010/2011 2009/2010 2008/2009
Order bookings, SEK M 916.0 701.1 631.0 766.7 1,080.6
Net sales, SEK M 817.0 823.1 783.7 753.9 777.0
Operating profit, SEK M 85.9 103.5 72.5 115.7 120.4
Earnings after net financial items, SEK M 86.6 127.9 70.2 113.0 200.0
Earnings after tax from remaining operations, 62.2 92.8 48.3 84.0 143.9
SEK M
Operating margin, % 10.5 12.6 9.3 15.3 15.5
Profit margin, % 10.6 15.5 9.0 15.0 25.7
Earnings per share before dilution, SEK 1.68 2.52 1.31 2.28 3.90
Earnings per share after dilution, SEK 1.64 2.46 1.29 2.24 3.84
Dividend per share, SEK 4.50 5.00 5.00 0.00 0.00
Share price at year end, SEK 53.0 43.0 34.0 37.3 38.8
P/E ratio, multiple 31.5 17.1 26.0 16.4 9.9
Including discontinued operations:
Earnings for the period, SEK M 62.2 385.8 -9.6 17.2 50.5
Return on equity, % 8.6 58.0 -1.6 2.9 8.7
Return on capital employed, % 11.6 59.7 -1.1 3.9 11.6
Return on total capital, % 7.9 40.8 -0.7 2.5 7.4
Equity per share before dilution, SEK 17.94 21.37 15.46 16.36 16.26
Equity per share after dilution, SEK 17.53 20.77 15.13 16.11 16.06
Equity/assets ratio, % 61.4 69.4 61.0 62.2 59.4

Definition of key figures

Adjusted equity Reported shareholders' equity increased by 78% of untaxed reserves.
Capital employed Total assets reduced by non-interest-bearing liabilities.
Cash flow per share Cash flow divided by the number of shares at the end of the period.
Earnings per share Profit/loss after tax divided by the average number of shares.
Equity/assets ratio Adjusted equity as a percentage of total assets.
Equity per share Adjusted equity divided by the number of shares at the end of the period.
Liquidity Current assets divided by current liabilities.
P/E ratio Share price at the end of the period in relation to the 12-month period's earnings per share.
Profit margin Profit after net financial items as a percentage of net sales.
Return on equity Profit after tax as a percentage of average adjusted equity.
Return on capital employed (ROCE) Profit before tax plus financial expenses as a percentage of average capital employed.
Return on total capital Profit after net financial items plus financial expenses as a percentage of average total assets.
Value added Operating profit plus labor costs.

Parent Company Income Statements

SEK thousands 3 months 3 months Full-year Full-year
Feb - Apr Feb - Apr May - Apr May - Apr
2013 2012 2012/2013 2011/2012
Net sales 5,230 4,215 20,206 18,281
Personnel costs -1,782 -2,391 -10,820 -10,468
Operating expenses -2,391 -4,505 -21,296 -18,064
Depreciation/amortization -22 -52 -166 -211
Operating loss 1,035 -2,733 -12,076 -10,462
Net financial items 70,074 394,556 74,167 413,496
Profit after net financial items 71,109 391,823 62,091 403,034
Appropriations -1,975 -14,229 -1,975 -14,229
Profit before tax 69,134 377,594 60,116 388,805
Tax on earnings for the period -18,496 -20,692 -16,124 -22,812
Earnings for the period 50,638 356,902 43,992 365,993
Parent Company Statement of Comprehensive Income
3 months 3 months Full-year Full-year
SEK thousands Feb - Apr Feb - Apr May - Apr May - Apr
2013 2012 2012/2013 2011/2012
Earnings for the period 50,638 356,902 43,992 365,993
Other comprehensive income
Fund for fair value 2,221 -698 -2,725 12,977
Total other comprehensive income 2,221 -698 -2,725 12,977
for the period
Total comprehensive income for the
period
52,859 356,204 41,267 378,970

Parent Company Balance Sheets

SEK thousands Apr 30, Apr 30,
2013 2012
Assets
Tangible assets 238 347
Financial assets 106,492 152,822
Total fixed assets 106,730 153,169
Other current assets 168,667 191,056
Cash and cash equivalents 424,712 480,668
Total current assets 593,379 671,724
Total assets 700,109 824,893
Equity and liabilities
Equity (including earnings for the period) 519,825 653,184
Deferred tax liabilities 112,166 110,191
Long-term liabilities 26,503 17,260
Current liabilities 41,615 44,258
Total equity and liabilities 700,109 824,893

Pledged assets and contingent liabilities

SEK thousands Apr 30, Apr 30,
2013 2012
Pledged, assets 11,000 11,000
Total pledged assets 11,000 11,000
Guarantees on behalf of group companies 283,943 283,653
Total contingent liabilities 283,943 283,653

Accounting policies

This interim report has been prepared in accordance with IAS 34, Interim Financial Reporting, the Swedish Annual Accounts Act and the Swedish Securities Markets Act. The consolidated accounts were prepared in accordance with the International Financial Reporting Standards (IFRS) and statements from the International Financial Reporting Interpretations Committee (IFRIC) as approved by the EU Commission for application within the EU. The accounting policies and calculation methods are unchanged compared with those applied in the 2011/2012 Annual Report with the exception that IFRS 3, Business Combinations has now been applied. New policies and amendments that have come into effect as of the 2012/2013 fiscal year have had no impact on the financial statements.

Note 1 Discontinued operations

In June 2011, Sectra and Royal Philips Electronics signed an agreement entailing that Philips had acquired Sectra's operations for development and sales of the mammography modality Sectra MicroDose Mammography. Philips took over the operations in conjunction with the finalization of the transaction on August 31, 2011. The transaction included the company Sectra Mamea AB and related operations in Sectra's global sales and service organization, excluding Australia and New Zealand, where Sectra continues to sell MicroDose Mammography through a separate distribution agreement with Philips. The operation had approximately 110 employees. Operations that were conducted in Sectra Mamea AB are reported as discontinued operations.

The cash purchase consideration, on a debt-free basis, amounted to EUR 57.5 million, including the sale of assets attributable to the discontinuation of the MicroDose business. The agreement includes an additional purchase consideration of EUR 12.5 million, which will fall due after five years if specific agreement conditions are fulfilled. For the 2011/2012 fiscal year, the transaction generated, excluding the contingent additional purchase consideration, an accounting capital gain for Sectra totaling SEK 322.6 million after tax.

Profit from discontinued operations

SEK thousands 3 months 3 months Full-year Full-year
Feb - Apr Feb - Apr May - Apr May - Apr
2013 2012 2012/2013 2011/2012
Net sales - - - 23,484
Capitalized work for own use - - - 3,425
Goods for resale - - - -16,421
Personnel costs - - - -19,883
Other external expenses - - - -14,398
Operating loss - - - -23,793
Net financial items - - - -5,804
Loss before tax - - - -29,597
Taxes - - - 0
Loss for the period - - - -29,597
Capital gain on divestment - - - 322,564
Taxes - - - 0
Total profit/loss from - - - 292,967
discontinued operations

Note 2 Acquisition of Burnbank

On June 6, 2012, the Sectra Group acquired 100% of the shares in Burnbank Systems Limited, which markets IT services to the healthcare sector in the UK. The acquisition comprises the three companies Burnbank Systems Limited, Burnbank Healthsystems Limited and Burnbank Dataconnect Limited. The company has a total of 25 employees and posted sales of GBP 2.4 million (about SEK 26 million) and an operating margin of 25% for the 2011 fiscal year.

The total transferred payment amounted to SEK 77.3 million, of which SEK 55.0 million comprised a cash purchase consideration and SEK 22.3 million pertained to a contingent purchase consideration, which was recognized as a provision in the Group at the time of the acquisition. Estimates of the fair value of the contingent purchase consideration are based on the likelihood of the stipulated targets for growth and earnings until May 31, 2015 being realized. The acquisition was financed in its entirety from existing funds.

Acquired net assets and goodwill
SEK million Recognized amounts for
identifiable net assets
Customer relations 16.8
Brand 3.3
Tangible assets 7.6
Current receivables 8.2
Cash and cash equivalents 8.2
Deferred tax -4.4
Current liabilities -13.3
Total acquired net assets 26.4
Fair value of consideration transferred 77.3
Goodwill1) 50.9
Net outflow of cash and cash equivalents arising from the
acquisition2)
Cash consideration transferred 55.0
Cash and cash equivalents in the acquisition at the date of - 8.2
acquisition
Total 46.8

1 The negative change of SEK 26.9 million in the goodwill item since the date of the acquisition pertains to the allocation of the purchase consideration in an amount of negative SEK 15.7 million and the recalculation of the contingent additional purchase consideration by the negative amount of SEK 11.2 million. The contingent purchase consideration was recalculated due to new information on the fair value at the date of acquisition. The change in the Goodwill item in the balance sheet since April 30, 2012, totaled SEK 46.1 million, of which SEK 50.9 million pertains to the acquisition of Burnbank and a negative SEK 4.7 million in a changed exchange rate.

Excluding acquisition-related expenses of SEK 0.7 Million.

Goodwill that arose in conjunction with the acquisition is attributable to expected growth opportunities for sales in the UK market for Medical Systems and to the experience and competence of the employees.

The operations are included in the Sectra Group as of June 6, 2012, when Sectra obtained controlling influence over the acquired units. In the period, the acquired operations were included in the Sectra Group's reporting with sales of SEK 27.9 million and operating profit of SEK 6.4 million. Acquisition-related expenses amounted to SEK 0.7 million and were recognized under other external costs in the consolidated income statement.

The Board of Directors and the President of Sectra AB (publ) hereby assure that the interim report for the period May 2012 – April 2013 provides a true and fair view of the Parent Company's and Group's operations, financial position and earnings and describes the significant risks and uncertainties facing the Parent Company and other companies in the Group.

This interim report was not reviewed by the company's auditor.

Linköping, May 28, 2013 Sectra AB (publ)

Torbjörn Kronander Carl-Erik Ridderstråle Erika Söderberg Johnson Anders Persson
President and CEO
and Board member
Chairman Board member Board member
Christer Nilsson
Board member
Jakob Svärdström
Board member
Stein Norheim
Employee representative
Per Elmhester
Deputy Employee representative

The information in this report is such that Sectra AB (publ) is obligated to disclose in compliance with the Securities and Clearing Operations Act and/or the Financial Instruments Trading Act. This information was released to the media for public disclosure on March 5, 2013, at 8:00 a.m. (CET).

Sectra AB (publ)

Teknikringen 20 SE 583 30 Linköping Tel: +46 (0)13 23 52 00 [email protected] www.sectra.se VAT reg. No. SE556064830401