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Serneke Group

Quarterly Report May 25, 2023

3203_10-q_2023-05-25_ab84dcc4-5939-4130-a107-50a21a16e8a5.pdf

Quarterly Report

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SERNEKE®

INTERIM REPORT JANUARY-MARCH 2023

STABLE IN A SHRINKING MARKET

JANUARY - MARCH 2023

  • Order bookings amounted to SEK 1,303 million (1,837)
  • · Income amounted to SEK 2,116 million (2,052)
  • · Operating profit amounted to SEK 1 million (36)
  • Cash flow from operating activities amounted to an outflow of SEK 441 million (5)
  • Cash flow for the period amounted to an outflow of SEK 65 million (28)
  • The loss for the period amounted to SEK 10 million (profit 55)
  • At the end of the period, available cash and cash equivalents totaled SEK 549 million (624)
  • The equity/assets ratio was 30.1 percent (31.7)
  • On April 25, 2023, DOXA Aktiebolag (publ) ("DOXA") issued a press release announcing to Serneke's shareholders a public takeover bid to acquire all Series in Serneke. The offer entails six (6) shares in DOXA being offered per Series B share in Serneke. As of April 25, 2023, the offer values each Series B share in Serneke at SEK 35.94, with the total value of the offer amounting to about SEK 1,020 million. Serneke's Board of Directors unanimously recommends that Serneke's shareholders accept Doxa's public takeover bid.
Jan-Mar Jan-Mar Apr-Mar Jan-Dec
SEK million 2023 2022 2022/2023 2022
Income 2,116 2,052 9,269 9,205
Operating profit 36 -144 -109
Operating margin, % 0.0 1.8 -1.6 -1.2
Profit/loss for the period -10 55 -298 -233
Earnings per share, SEK, before dilution -0.35 1.95 -10.53 -8.24
Earnings per share, SEK, after dilution -0.35 1.95 -10.53 -8.24
Equity per share, SEK, after dilution 79.03 89.27 79.03 79.56
Equity/assets ratio, % 30.1 36.4 30.1 31.7
Net debt/receivable -192 -1,006 -192 -625
Net debt/equity ratio, % -8.6 -39.8 -8.6 -27.8
Order bookings 1.303 1,837 6.559 7,093
Order backlog 9.834 11,966 9,834 10,582

CEO STATEMENT

Early 2023 was pervaded by the general economic circumstances and the effects of inflation and rising interest rates, with a slowdown in housing investment in particular. Although this affects our operations and those of the entire industry, it is partly offset by public sector investment in public properties continuing to cover underlying societal needs.

In a quarter that tends to be seasonal, with generally lower activity, as well as the currently difficult economic situation, the Group reported increased sales and an operating profit in the black, although barely. In the second half of 2022, we incurred several necessary non-recurring expenses in the form of expenses for streamlining and provisions for disputes, among others, which affected our earnings. In early 2023, we have been able to return to more normal operations in our contracting operations. We continue to fine-tune our processes and, to generate stability, remain thorough and selective regarding the projects we enter. Serneke Sweden's profit ended up at SEK 13 million (10) for the first quarter of the year.

Order bookings for the first quarter of 2023 were slightly lower than for the same period last year, colored by the general decline in the housing sector. For several quarters now, we have, however, shifted our product mix towards a growing proportion of public properties and public sector clients. In the first quarter, contracting agreements for 129 rental apartments with the municipal the housing company in Lund, as well as for a train depot in Falköping, serve to exemplify how our order bookings are holding at a relatively stable level in a declining market. We are also conducting a series of contracting projects in the early phases of the partnership format, a number of which are progressing to become orders and construction starts during the year.

Our operating cash flow has been negatively affected by continued investment in Karlastaden using our own funds, as well as by the processing of construction credits for projects in progress under our own auspices. Other changes in operating cash flow include accruals of balances for accounts receivable and accounts payable.

The market situation and the subdued demand for housing is impacting conditions for Business Area Invest and our project development operations, particularly in new housing. We have continued our strategic focus on streamlining with the ambition of divesting development rights and other assets considered unlikely to be realized in the near future. Over the

quarter, we sold a smaller number of project properties and holdings not in line with our strategic focus. Business Area Invest reported a profit of SEK 12 million for the first quarter of 2023.

The journey to the top of the Nordic region's tallest building is nearly complete. During the quarter, we finished casting the core of the Karlatornet tower and only a few meters remain before the structure reaches its full height this summer. It is highly gratifying to see that we are sticking to schedule, and we look forward to the first tenants moving in as autumn approaches.

On April 25, Doxa presented a public takeover bid to Serneke's shareholders, a bid that our Board of Directors unanimously recommended that the shareholders accept.

Our company's course has been set. We shall streamline the operations, reinforcing them further where conditions benefit us most, and build sound and sustainable operations to be prepared when the market regains pace.

Michael Berglin, President and CEO

INCOME AND PROFIT

Jan-Mar Jan-Mar Apr-Mar Jan-Dec
2023 2022 2022/2023 2022
2,116 2,052 9,269 9,205
1 36 -144 -109
-1 2 -111 -108
0 38 -255 -217
-10 17 -43 -16
-10 55 -298 -233

JANUARY - MARCH 2023

Consolidated income amounted to SEK 2,116 million (2,052). Business Area Sweden increased its income to SEK 2,173 million (2,026) while Business Area Invest's income decreased to SEK 383 million (501).

Operating profit amounted to SEK 1 million (36). In the first quarter of 2022, the Auriga block was sold to the joint venture Karlastaden Group AB, with no corresponding major transaction having occurred in the first quarter of 2023. Business Area Sweden has recovered since the preceding quarter, which was impacted by non-recurring expenses, but remains affected by high material costs.

Net financial items amounted to an expense of SEK 1 million (income 2), with the decrease mainly being attributable to increased borrowing expenses. During the quarter, borrowing expenses of SEK 17 million (12) on project properties were capitalized.

Sales per quarter

Operating profit per quarter

The Group reported an estimated tax expense of SEK 10

quarter is primarily explained by non-taxable income and

million (income 17). The negative tax effect for the

The loss for the period amounted to SEK 10 million (profit 55) and earnings per share after dilution for the

quarter were a negative SEK 0.35 (positive 1.95).

deferred tax effects of transactions.

FINANCIAL POSITION

Mar 31 Mar 31 Dec 31
SEK million 2023 2022 2022
Total assets 7,460 6,946 7,113
Total equity 2,243 2,527 2,252
Net debt -192 -1,006 -625
Cash and cash equivalents* 187 547 252
Equity/assets ratio, % 30.1 36.4 31.7

*Excluding unused bank overdraft

As of March 31, the consolidated balance sheet total amounted to SEK 7,460 million (7,113) and the equity/assets ratio was 30.1 percent (31.7). At the end of the period, cash and cash equivalents amounted to SEK 187 million (252), with the Group also having a credit facility of SEK 500 million, with SEK 70 million of this being used for guarantees issued. At the end of the period, available cash and cash equivalents totaled SEK 549 million (624). The Group also holds granted but unused building credits of SEK 235 million, meaning that financing for future projects developed in-house is secured. Additionally, the joint venture Karlatornet AB, which is owned 50-percent by Serneke, has a granted but unused building credit of SEK 460 million.

On March 31, equity amounted to SEK 2,243 million (2,252). The change mainly comprises the loss for the period of SEK 10 million.

On March 31, net borrowing amounted to SEK 192 million (625). The principal change concerns loans granted by the Swedish Tax Agency. Financing related to tenant-owned housing has also increased.

Interest-bearing receivables amounted to SEK 2,350 million, mainly comprising receivables incurred in connection with Serneke and Balder entering into transactions regarding the Karlastaden district.

Net debt
SEK million
Mar 31
2023
Mar 31 Dec 31
2022
2022
Bank loans 1,074 88 1,095
Utilized bank overdraft facility 38 28
Construction credits, housing
cooperative projects
400 348 321
Bonds 517
Financial lease liabilities 84 85 81
Additional lease liabilities, IFRS 16 190 237 202
Loans from the Swedish Tax Agency 559 275 256
Other interest-bearing liabilities
Interest-bearing receivables -2,350 -2,009 -2,356
Cash and cash equivalents* -187 -547 -252
Net debt -192 -1.006 -625

*Excluding unused bank overdraft

GROUP FINANCIAL TARGETS

The equity/assets ratio shall exceed 30 percent.

The return on equity shall exceed 15 percent.

The operating margin shall exceed 6 percent. Positive operating cash flow each quarter on a rolling six-month basis.

Operating cash flow

CASH FLOW

SEK million Jan-Mar
2023
Jan-Mar
2022
Jan-Dec
2022
Cash flow from operating activities -441 -5 -696
Cash flow from investment activities -3 -8 -44
Cash flow from financing activities 379 -15 417
Cash flow for the period -65 -28 -323
Cash and cash equivalents at beginning of period 252 575 575
Cash and cash equivalents at end of period* 187 547 252
*Excluding unused bank overdraft

JANUARY-MARCH 2023

Cash flow from operating activities amounted to an outflow of SEK 441 million (5), of which cash flow from changes in working capital amounted to an outflow of SEK 420 million (104). Operating cash flow was affected negatively by the build-up of inventory (project properties) in projects developed in-house and for which the financing comprises construction credits. In addition, operating cash flow is affected by continued investment in Karlastaden and accrual effects.

Cash flow from investing activities amounted to an outflow of SEK 3 million (8). The improvement relates mainly to sales of tangible fixed assets.

Cash flow from financing activities amounted to an inflow of SEK 379 million (15) and is mainly explained by loans raised and settlements of payments to tenantowner associations on transfer of ownership to them, as well as loan repayments.

Cash flow for the period amounted to an outflow of SEK65 million (28).

Cash flow before financing

OVERVIEW BUSINESS AREAS

The Serneke Group is divided into three segments: Sweden, Invest and International, which are reported as individual operating segments.

Business Area Sweden conducts contracting operations in the areas of construction, civil engineering and infrastructure, as well as project development operations by developing project and development properties. The business area conducts construction contracting for both external customers, as well as Business Area Invest.

Business Area Invest conducts development projects with a higher degree of complexity, a higher transaction risk and a greater need for capital to be tied up. The business area generates internal assignments for Serneke Sweden's contracting operations.

Business Area International brings the Group's international investments together. International is currently starting up and considering opportunities for future project exports. Due to its current scope, the segment will not be described in this report, other than in the tables below on this page and in the "multi-year overview" on page 17.

Other operations are reported under Group-wide, which primarily comprises Group functions and Group-wide provisions.

SALES

Jan-Mar Jan-Mar Apr-Mar Jan-Dec
SEK million 2023 2022 2022/2023 2022
Sweden 2,173 2,026 9,359 9,212
Invest 383 501 1,998 2,116
International 0 0 O 0
Group-wide 46 46 184 184
Eliminations -486 -521 -2,272 -2.307
Total 2,116 2,052 9,269 9,205

OPERATING PROFIT

Jan-Mar Jan-Mar Apr-Mar Jan-Dec
SEK million 2023 2022 2022/2023 2022
Sweden 13 10 -76 -79
Invest 12 60 50 98
International 0 -5 2 -3
Group-wide -4 -11 -44 -51
Eliminations -20 -18 -76 -74
Total 1 36 -144 -109

SEASONAL VARIATIONS

To a certain extent, Serneke's operations are subject to seasonal effects. The contracting operations normally experience lower activity in the first quarter of the year due to fewer production days and, to a greater extent than normal, the weather during the winter months. Earnings are also affected by where public holidays fall, as this affects the number of production days.

SWEDEN

Sweden

Jan-Mar Jan-Mar Apr-Mar Jan-Dec
SEK million 2023 2022 2022/2023 2022
Income 2.173 2.026 9,359 9.212
Operating profit 13 10 -76 -79
Operating margin, % 0.6 0.5 -0.8 -0.9

JANUARY - MARCH 2023

Income amounted to SEK 2,173 million (2,026). The increase is mainly attributable to the Karlatornet tower and other projects in the Karlastaden district being in full production, and to collaborative projects signed in earlier quarters having entered production, primarily public property and industrial projects.

Operating profit amounted to SEK 13 million (10) and the operating margin was 0.6 percent (0.5). Despite some improvements in operating profit and operating margin, these have been impacted negatively by indirect effects associated with price increases, structural changes and redundancies.

The journey to the top of the Nordic region's tallest building is nearly complete. During the quarter, casting of the core of the Karlatornet tower was completed and only a few meters remain before the structure reaches its full height this summer.

Order
bookings
Jan-Mar Jan-Mar Apr-Mar Jan-Dec Order
backlog
Mar 31 Mar 31 Dec 31
SEK million 2023 2022 2022/2023 2022 SEK million 2023 2022 2022
Contracting 1,303 1,837 6,559 7.093 Contracting 9,834 11,966 10.582
Group 1,303 1,837 6,559 7,093 Group 9,834 11,966 10,582

ORDER BOOKINGS AND ORDER BACKLOG

External order intake for the quarter amounted to SEK1,303 million (1,837), which is a decrease of 29 percent compared with the corresponding quarter in the preceding year.

The quarter's largest order amounted to SEK 390 million for turnkey contracting agreements with the municipal housing company in Lund, LKF, to develop a new district center on Örnvägen in Lund with 129 apartments. The project is scheduled for completion in the second quarter of 2026. The quarter's second-largest order was for the contracting agreement signed with Intea Fastigheter AB (publ) for the construction of a new train depot in Falköping. The order value amounts to SEK 285 million. The train depot is scheduled for transfer to the user in the spring 2025.

In the short and medium term, the market trend and prospects remain uncertain. Underlying demand remains, although reflecting, as in earlier quarters, a certain shift from private clients for residential projects to local government clients, with increased orders for public spaces and public properties.

At the end of the first quarter, the external order backlog amounted to SEK 9,834 million (11,966).

Of the order backlog for the upcoming years, green projects account for SEK 3,869 million. The projects involve constructing properties in accordance with established certification requirements that agree with Serneke's green framework.

Order backlog (SEK million

ASSIGNMENTS WITH ORDER VALUES OF MORE THAN SEK 100 MILLION IN JANUARY – MARCH 2023

Assignment Location Order value (SEK
million)
(Anticipated) start of construction
Housing Lund 390 Third quarter 2023
Public properties Falköping 285 Second quarter 2023

In January, Serneke signed a turnkey contract with municipal housing company LKF in the university of Lund to develop a new district center with 129 apartments on Örnvägen. The order was valued at approximately SEK 390 million.

INVEST

Invest

Jan-Mar Jan-Mar Apr-Mar Jan-Dec
SEK million 2023 2022 2022/2023 2022
Income 383 501 1,998 2,116
Share in profit of associates and joint ventures 5 11 10
Operating profit 12 60 50 98
Operating margin, % 3.1 12.0 2.5 4.6

JANUARY - MARCH 2023

The business area's income amounted to SEK 383 million (501), with the increase primarily comprising construction income from Karlatornet AB (joint venture). The decrease compared with the preceding year is mainly attributable to lower gains from property sales. In the first quarter of 2022, the Auriga block was sold to the Karlastaden Group AB joint venture.

The share in the profit of associates and joint ventures amounted to SEK 5 million (4).

Operating profit amounted to SEK 12 million (60). Operating profit was affected by asset sales in the first quarter of 2023 involving lower volumes than in the preceding year.

Project and development properties

As of March 31, 2023, the total book value of Business Area Invest's project development portfolio amounted to SEK 1,949 million.

Development rights Mar 31 Mar 31 Dec 31
Number (GFA) 2023 2022 2022
Development rights on own
balance sheet 111.752 162,896 127,054
Development rights through joint
ventures 134,016 82,345 134,016
Agreed development rights not
yet taken into possession 502,697 594,784 502,697
Total 748,465 840.025 763.767
In-house-developed tenant-owner housing production projects Mar 31
2023
Mar 31
2022
Dec 31
2022
Number of housing units under construction during the year 18 177
Number of housing units sold during the year 10 74 161
Total number of housing units under construction at the end of the period 561 467 561
Number of repurchased housing units on the Company's own balance sheet at the end of
the period 12 O 12

PARENT COMPANY

The operations of Serneke Group AB (publ) consist mainly of Group Management and Group-wide services.

Income for January-March amounted to SEK 46 million (46) and consisted primarily of intra-group services. The operating loss for the same quarter amounted to SEK 4 million (profit 6).

The Parent Company is indirectly affected by the risks described in the section Significant risks and uncertainty factors.

RELATED-PARTY TRANSACTIONS

The nature and extent of transactions by related parties can be found in Note 33 of the 2022 Annual Report. During the year, related party transactions have occurred with Lommen Sjöbefälet AB, Kongahälla Shopping AB, Ola Serneke Holding AB, OSI Fastigheter AB, Waseko AB, Kviberg Skidanläggning AB, JV Sersund AB, JV Karlatornet AB, JV Karlastaden Group AB and the associated company Änglagården. Transactions with related parties have been made on market terms.

Presented below are transactions between Serneke and related parties conducted between January 1 and March 31, 2023:

Transactions with Lommen Sjöbefälet AB are considered to be related party transactions as the Company's main owner, Ludwig Mattsson, is a member of the Board of Serneke Group AB. The transactions consist primarily of the rent for Serneke's head office and purchases amounting to SEK 3.5 million. Transactions with Kongahälla Shopping AB are considered to be related party transactions as the Company's main owner, Ludwig Mattsson, is a member of the Board of Serneke Group AB. The transactions primarily involve contracting income amounting to SEK 0.0 million.

Transactions with Ola Serneke Holding AB are considered to be related party transactions as Ola Serneke is the principal shareholder in Serneke Group AB. Purchases amounted to SEK 0.3 million and sales to SEK 0.1 million. The transactions mainly comprise income/expenses relating to the settlement of the assets that took place in 2020 between Serneke and Kviberg Skidanläggning AB, which is owned by Ola Serneke Holding AB, and are thus considered to be related party transactions. Transactions with Sersund AB (joint venture) are considered to be related party transactions as Serneke holds 50 percent of Sersund and the transactions consist mainly of income of SEK 0.0 million from contracting services. Transactions with Karlatornet AB (joint venture) are considered to be

related party transactions as Serneke owns 50 percent of Karlatornet AB as of December 17, 2020. The transactions primarily involve contracting income of SEK 298.5 million. Transactions with Karlastaden Group (JV) are considered to be related party transactions as Serneke owns 50 percent of Karlastaden Group AB. The transactions primarily involve contracting income of SEK 11.0 million. Transactions with the associated company Anglagården are considered to be related party transactions as Serneke owns 40 percent of Änglagården. The transactions primarily involve outsourcing of staff, rent for premises and rent for the arena, respectively. Income amounted to SEK 1.9 million and purchases to SEK 4.1 million

Over the period, a total of five Group companies were also divested to buyers in which Ola Serneke has ownership interests. In the assessment of the Serneke Group, these disposals were conducted according to market-based terms and prices. The transactions resulted in a combined loss totaling SEK 8.8 million.

SIGNIFICANT RISKS AND UNCERTAINTIES

Serneke's operations entail several types of risks, both operational and financial. Operational risks are related to the daily operations and can apply to tenders or project development, assessment of profits, risks linked to production or the price trend. Operational risks are managed by the internal business management that has been developed within the Group. Identifying and managing Serneke's risks is crucial to the Group's profitability. Each segment manages its risks based on the business management and developed procedures and processes. Serneke's financial risks such as interest rate, liquidity, financing and credit risks are managed centrally in order to minimize and control risk exposure. The liquidity situation is assessed on an ongoing basis by the Board and Group Management. Serneke is now experiencing a slowdown in the market in Sweden as a result of increased material and fuel prices, inflation and rising interest rates. The Company's overall business is dependent on sales from the project development operations. Serneke's Board of Directors and Group Management are working on a series of measures to safeguard access to the requisite liquidity. Since the autumn, the Company has been implementing a costsavings program in which strong measures have been taken with the aim of reducing costs and limiting investment in projects developed in-house, as well as intensifying efforts on sales of the Group's project portfolio and other assets with the aim of streamlining

the Company's operations and freeing up liquidity. As previously, ongoing dialogues are also being conducted with creditors. In the view of the Board of Directors and Group Management, implementing the aforementioned measures will secure sufficient liquidity to safeguard continued operation.

For further information on risks, as well as critical estimates and assessments, see the Board of Directors' Report and Notes 3 and 4 in the 2022 Annual Report. The descriptions in the Annual Report remain relevant. The Annual Report is published at www.serneke.group.

OTHER SIGNIFICANT EVENTS DURING THE REPORT PERIOD

Russia's invasion of Ukraine in February 2022 intensified the effects on the global economy that became apparent during the corona pandemic. The sanctions against Russia and Belarus introduced as a result of the war and the widespread uncertainty in the global economy are affecting the supply and transport of materials, as well as purchasing prices. Serneke has no operations in Ukraine, Russia or Belarus, nor any suppliers in these countries. During the period, inflation and interest rates also shifted, which could have an impact in the future through further increased prices and subdued demand.

SIGNIFICANT EVENTS FOLLOWING THE REPORT PERIOD

On April 25, 2023, Doxa Aktiebolag (publ) ("DOXA") issued a press release announcing to Serneke's shareholders a public takeover bid to acquire all Series B shares in Serneke. The offer entails six (6) shares in Doxa being offered per Series B share in Serneke. As of April 25, 2023, the offer values each Series B share in Serneke at SEK 35.94, with the total value of the offer amounting to about SEK 1,020 million. Serneke's Board of Directors unanimously recommends that Serneke's shareholders accept Doxa's public takeover bid.

The offer entails a premium of:

  • · 83.4 percent in relation to the closing price for Serneke's Series B shares on April 24, 2023, which was the final day of trading prior to the announcement of the Offer;
  • 66.8 percent in relation to the volume . weighted average price paid for Serneke's Series B shares on Nasdaq Stockholm and for Doxa's shares on Nasdaq First North Growth Market respectively over the 30 days of trading preceding April 24, 2023, which was the final day of trading prior to the announcement of the Offer;
  • · weighted average price paid for Serneke's Series B shares on Nasdaq Stockholm and for Doxa's shares on Nasdaq First North Growth Market respectively over the 90 days of trading preceding April 24, 2023, which was the final day of trading prior to the announcement of the Offer.

The acceptance period for the Offer is expected to commence on May 12, 2023 and is expected to conclude on June 2, 2023.

THE SERNEKE SHARE (SRNKE)

Serneke Group AB has two share series A and B. Serneke had approximately 7,030 shareholders as of March 31, 2023, and the closing price on March 31, 2023, was SEK 20.0.

Serneke's ten largest shareholders, March 31, 2023

Percentage of
shares
Series B shares Total number of
shares
outstanding,
%
Percentage
of votes, %
Ola Serneke Holding AB 6,186,839 6,186,839 21.80% 21.80%
Lommen Holding AB 4,186,482 4,186,482 14.75% 14.75%
Fastighets AB Balder 2,300,000 2,300,000 8.10% 8.10%
Svolder Aktiebolag 1,660,000 1,660,000 5.85% 5.85%
Försäkringsaktiebolaget Avanza 1,138,353 1,138,353 4.01% 4.01%
Christer Larsson i Trollhättan AB 887,000 887,000 3.13% 3.13%
Vision Group i väst AB 800,662 800,662 2.82% 2.82%
Ledge Ing AB 780,000 780,000 2.75% 2.75%
Mediuminvest AS 562,807 562,807 1.98% 1.98%
Bengt Erik Arne Stillström 385,515 385,515 1.36% 1.36%
Total, 10 largest 18,887,658 18,887,658 66.55% 66.55%
Other shareholders 9,493,047 9,493,047 33.45% 33.45%
Total shares outstanding 28,380,705 28,380,705 100.00% 100.00%
Repurchased shares 372,527 372,527
Total shares registered 28,753,232 28,753,232

Source: Euroclear and Serneke

Share series, number of shares and votes, March 31, 2023.

Share class Shares Votes excluding own
holding
Series B shares 28,380,705 2,838,070,50
Total 28,380,705 2.838.070.50
Own holding 372,527
Total number 28,753,232

FINANCIAL CALENDAR

Interim report January – June 2023 Interim Report January–September 2023 Year-End Report 2023

July 14, 2023 October 24, 2023 February 7, 2024

The Board of Directors and the CEO certify that this Interim Report provides a fair overview of the Parent Company and Group's operations, position and performance and describes significant risks and uncertainties facing Serneke.

This report has not been reviewed by the Company's auditors.

Gothenburg, May 25, 2023 Serneke Group AB (publ)

Board of Directors

Jan C. Johansson Chairman

Mari Broman Member

Ludwig Matsson Member

Veronica Rörsgård Member

Per Åkerman Member

Fredrik Alvarsson Member

Lars Kvarnsund Member

For further information:

Michael Berglin, President and CEO e-mail: [email protected] Phone: +46 (0) 31712 97 00

Anders Düring, CFO E-mail: [email protected] Phone: +46 (0)70 88 87 733

This information is such that Serneke Group AB (publish pursuant to the EU Market Abuse Regulation and the Securities Markets Act. The information was submitted for publication on May 25, 2023, at 8:00 a.m. CET.

QUARTERLY DATA AND MULTI-YEAR REVIEW

Jan-Mar Oct-Dec Jul-Sep Apr-Jun Jan-Mar Oct-Dec Jul-Sep Apr-Jun
SEK million 2023 2022 2022 2022 2022 2021 2021 2021
Income
Sweden 2,173 2,545 1,932 2,709 2,026 2,389 1,925 2,019
Invest 383 536 607 472 501 580 322 447
International 0 0 0 0 0 0 0 0
Group-wide 46 45 47 46 46 42 46 33
Eliminations -486 -686 -531 -569 -521 -468 -325 -225
Total 2,116 2,440 2,055 2,658 2,052 2,543 1,968 2,274
Operating profit
Sweden 13 -86 -55 22 10 32 21 14
Invest 12 -23 -8 eg 60 74 7 16/
Internationa 0 -1 9 -6 -5 -5 -4 -4
Group-wide -4 -37 2 -5 -11 -11 15 -59
Eliminations -20 -20 -17 -19 -18 -19 -14 -10
Total 1 -167 -39 61 36 71 25 108
Operating margin, % 0.0 -6.8 -1.9 2.3 18 2.8 1.3 4.7
Profit after net financial
items
0 -233 -87 65 38 74 33 111
Profit/loss for the
period
-10 -268 -92 72 55 87 37 18
Balance sheet
Fixed assets 3,151 3,179 3,242 3,291 2,894 2,125 2,655 2,522
Current assets 4,309 3,934 3,450 3,582 4,052 4,189 3,810 3,775
Total assets 7,460 7,113 6,692 6,873 6,946 6,914 6,465 6,297
Shareholders' equity 2,243 2,252 2,518 2,602 2,527 2,467 2,372 2,340
Non-current liabilities 1,818 1,985 1,603 1,449 752 740 1,200 1,177
Current liabilities 3,399 2,816 2,571 2,822 3,667 3,101 2,893 2,780
Total equity and
liabilities
7,460 7,113 6,692 6,873 6,946 6,914 6,465 6,297
Orders
Order bookings 1,303 974 2,684 1,598 1,837 1,749 1,196 2,221
Order backlog 9,834 10,582 11,994 11,234 11,966 12,101 12,642 13,372
Employees
Average number of
employees
1,222 1,280 1,321 1,304 1,269 1,205 1,205 1,189

KEY INDICATORS

IFRS-based key indicators

Jan-Mar Jan-Mar Apr-Mar Jan–Dec
SEK million 2023 2022 2022/2023 2022
Income 2.116 2,052 9,269 9,205
Earnings per share, SEK, before dilution -0.35 1.95 -10.53 -8.24
Earnings per share, SEK, after dilution -0.35 1.95 -10.53 -8.24
Weighted average number of shares before dilution 28.331.372 28,231,836 28,312,872 28,287,988
Weighted average number of shares after dilution 28,331,372 28.231.836 28,312,872 28,287,988

Other key indicators

Jan-Mar Jan-Mar Apr-Mar Jan-Dec
SEK million 2023 2022 2022/2023 2022
Uperating profit 1 36 -144 -109
Growth. % 3.1 5.2 4.9 5.4
Order bookings 1,303 1,837 6,559 7,093
Order backlog 9,834 11,966 9,834 10,582
Organic growth, % 3.1 5.2 4.9 5.4
Operating margin, % 0.0 1.8 -1.6 -1.2
Cash flow before financing -444 -13 -1,171 -740
Cash flow from operations per share, before dilution -15.57 -0.18 -39.98 -24.60
Cash flow from operations per share, after dilution -15.57 -0.18 -39.98 -24.60
Equity per share, SEK, before dilution 79.24 89.27 79.24 79.56
Equity per share, SEK, after dilution 79.03 89.27 79.03 79.56
Working capital 910 385 910 1,058
Capital employed 4,503 3,952 4,503 4,144
Return on capital employed, % -23 7.8 -2.3 -1.7
Return on equity after taxes, % -12.5 15.3 -12.5 -9.9
Equity/assets ratio, % 30.1 36.4 30.1 31.7
Net debt -192 -1,006 -192 -625
Net debt/equity ratio, % -8.6 -39.8 -8.6 -27.8

SUMMARY FINANCIAL STATEMENTS

SUMMARY OF CONSOLIDATED INCOME STATEMENT

Summary of Consolidated Income Statement
Jan-Mar Jan-Mar Apr-Mar Jan-Dec
SEK million 2023 2022 2022/2023 2022
Income 2,116 2,052 9,269 9,205
Production and administration expenses -2,071 -2,014 -9,204 -9,14/
Gross profit 45 38 65 58
Sales and administration expenses -49 -42 -184 -177
The effect on profit of establishing the joint venture 0 0 0 0
Share in profit of associates and joint ventures 5 40 -25 10
Operating profit 1 36 -144 -109
Net financial items -1 2 -111 -108
Profit after financial items 0 38 -255 -217
lax -10 17 -43 -16
Profit/loss for the period -10 55 -298 -233
Attributable to:
Parent Company shareholders -9 55 -296 -232
Non-controlling interests -1 0 -2 - 1
Earnings per share before dilution, SEK -0.35 1.95 -10.53 -8.24
Earnings per share after dilution, SEK -0.35 1.95 -10.53 -8.24
Average number of shares before dilution 28,331,372 28,231,836 28,312,872 28,287,988
Average number of shares after dilution 28,331,372 28,231,836 28,312,872 28,287,988

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Jan-Mar Jan-Mar Apr-Mar Jan-Dec
SEK million 2023 2022 2022/2023 2022
Profit/loss for the period -10 55 -298 -233
Other comprehensive income 0 0 0 0
Total comprehensive income -10 55 -298 -233
Attributable to:
Parent Company shareholders -9 55 -296 -232
Non-controlling interests -1 0 -2 -1

CONDENSED CONSOLIDATED BALANCE SHEET

Mar 31 Mar 31 Dec 31
SEK million 2023 2022 2022
Assets
Fixed assets
Intangible fixed assets 30 25 30
Other tangible fixed assets 305 339 330
Investments in associates/joint ventures 164 163 158
Deferred tax assets 85 125 91
Non-current interest-bearing receivables 2,350 2,009 2,356
Other non-current receivables 217 233 214
Total fixed assets 3,151 2,894 3,179
Current assets
Project and development properties 1,949 1,691 1,870
Inventories 3 2 4
Accounts receivable 983 911 937
Accrued but not invoiced income 948 516 679
Other current receivables 239 385 192
Cash and bank balances 187 547 252
Total current assets 4,309 4,052 3,934
Total assets 7,460 6,946 7,113
Equity and liabilities
Shareholders' equity 2,243 2,527 2,252
Non-current liabilities
Non-current interest-bearing liabilities 1,536 474 1,701
Other non-current liabilities 85 101 82
Deferred tax liability 0 0 0
Other provisions 197 177 202
Total non-current liabilities 1,818 752 1,985
Current liabilities
Current interest-bearing liabilities 809 1,076 282
Current tax liabilities 0 O 1
Accounts payable 1,251 1,352 1,352
Invoiced but not accrued income તેળરે 763 /66
Other current liabilities 436 476 475
Total current liabilities 3,399 3,667 2,876
Total equity and liabilities 7,460 6,946 7,113

SUMMARY OF CHANGES IN CONSOLIDATED SHAREHOLDERS' EQUITY

Mar 31 Mar 31 Dec 31
SEK million 2023 2022 2022
Equity attributable to Parent Company shareholders
Balance at beginning of period 2,252 2,467 2,467
New share issue
Share-related compensation - 5 9
Other
Transactions with non-controlling interests -3
Changed accounting policy
Comprehensive income for the period -9 55 -232
Non-controlling interests
Acquisition of non-controlling interests 13
Comprehensive income for the period -1 -1
Balance at end of period 2,243 2,527 2,252

CONDENSED CONSOLIDATED CASH FLOW STATEMENT

SEK million Jan-Mar
2023
Jan-Mar
2022
Apr-Mar
2022/2023
Jan-Dec
2022
Operating activities
Cash flow before change in working capital -21 -109 -225 -313
Change in working capital -420 104 -907 -383
Cash flow from operating activities -441 -5 -1,132 -696
Investing activities
Increase/decrease in investing activities -3 -8 -39 -44
Cash flow from investing activities -3 -8 -39 -44
Cash flow before financing -444 -13 -1,171 -740
Financing activities
Newly raised borrowings 102 88 1,457 1,443
New share issue 0 0 0 0
Amortization of liabilities -40 -14/ -035 -1,042
Dividend 0 0 0 0
Increase/decrease in financing activities 317 44 289 16
Cash flow from financing activities 379 -15 811 417
Cash flow for the period -65 -28 -360 -323
Cash and cash equivalents at beginning of period 252 575 547 575
Cash and cash equivalents at end of period 187 547 187 252

PARENT COMPANY CONDENSED INCOME STATEMENT

Jan-Mar Jan-Mar Apr-Mar Jan-Dec
SEK million 2023 2022 2022/2023 2022
Income 46 46 185 185
Sales and administration expenses -50 -39 -197 -186
Operating profit -4 6 -12 -1
Net financial items -13 -16 -43 -46
Profit after financial items -17 -10 -55 -47
Appropriations 0 0 0 0
Profit/loss before tax -17 -10 -55 -47
ax 0 1 -2 - 1
Profit/loss for the period -17 -9 -57 -48

PARENT COMPANY STATEMENT OF COMPREHENSIVE INCOME

Jan-Mar Jan-Mar Apr-Mar Jan-Dec
SEK million 2023 2022 2022/2023 2022
Profit/loss for the period -17 -9 -57 -48
Other comprehensive income 0 0 0 0
Total comprehensive income -17 -g -57 -48

PARENT COMPANY CONDENSED BALANCE SHEET

SEK million Mar 31
2023
Mar 31
2022
Dec 31
2022
Assets
Fixed assets 10 7 10
Tangible fixed assets 583 364 583
Investments in Group companies
Deferred tax assets
12 15 12
Other non-current receivables 3 3 3
Total fixed assets 608 389 608
Current assets
Project and development properties 0 2 0
Other current receivables 1,343 1,388 1,392
Cash and bank balances 1 297 1
Total current assets 1,344 1,687 1,393
Total assets 1,952 2,076 2,001
Equity and liabilities
Shareholders' equity 414 526 491
Non-current liabilities
Non-current interest-bearing liabilities 9 7 8
Other provisions 3 1 3
Total non-current liabilities 12 8 11
Current liabilities
Current interest-bearing liabilities 40 521 39
Accounts payable 10 11 11
Other current liabilities 1,416 1,010 1,449
Total current liabilities 1,466 1,542 1,499
Total equity and liabilities 1,952 2,076 2,001

NOTES

NOTE 1 - Accounting policies

This interim report has been prepared in accordance with IAS 34, Interim Financial Reporting. The Interim Report has been prepared in accordance with International Financial Reporting Standards (IFRS), as well as interpretations of current International Financial Reporting Interpretations Committee (IFRIC) standards as adopted by the EU. The Parent Company's reports have been prepared in compliance with the Annual Accounts Act and the Financial Reporting Board's recommendation RFR 2, Accounting for Legal Entities. ESMA's guidelines on alternative key indicators are applied in the report.

The Interim Report has been prepared in accordance with the same accounting principles and calculation methods as in the 2022 Annual Report. For detailed information regarding accounting policies, see Serneke's 2022 Annual Report, see www.serneke.se.

NOTE 2 - Financial assets and liabilities at fair value

Financial assets and financial liabilities measured at fair value in the balance sheet are classified according to one of three levels based on the information used to establish the fair value. The Group only holds financial assets and liabilities valued in level 3, which is why levels 1 and 2 have been omitted in the table below. No transfers have been made between the levels during the periods. A more detailed description of the levels can be found in Note 4 of the 2022 Annual Report.

Level 1 – Valuation is made according to prices in active markets for identical instruments.

Level 2 – Financial instruments for which the fair value is established based on valuation models that are based on observable data for the asset or liability other than quoted prices included in Level 1.

Level 3 – Financial instruments for which fair value is established based on valuation models where significant inputs are based on non-observable data.

Mar 31 Mar 31 Dec 31
Group SEK million 2023 2022 2022
Financial assets
Non-current interest-bearing
receivables*
2340 2,001 2,346
Available-for-sale financial assets ** 2 2 2
Total financial assets 2.342 2.003 2,348
Financial liabilities
Other short- and long-term liabilities 10 10 10
Of which, additional purchase
considerations *** 10 10 10
Total financial liabilities 10 10 10

* As of 31 March 2023, the shareholder loan for Karlatornet is recognized at SEK 1,196 million. The remainder of the receivable is attributable to the joint ventures established with Fastighets AB Balder in 2020 and in the second quarter of 2021. The assessed market interest rate applied is between 6.53 percent and 10.75 percent. The maturity is between 15 months and 45 months.

** In the fair value calculation of available-for-sale financial assets at level 3, the market price method has been applied and the yield value assumption has been used.

*** In the fair value calculation of the additional purchase considerations at level 3, project estimates, budgets and forecasts have been applied.

For the Group's financial assets and financial liabilities, the reported values are assessed as corresponding to FAIR VALUE. No significant changes in valuation models, assumptions or inputs were made during the period.

The repayment of the financial receivables regarding Karlatornet presupposes that the underlying calculations, which also pertain to the valuation of the underlying assets, proceed in accordance with the forecast and, if a deviation were to occur entailing there being no funds available to enable the payment of the dividend to Balder, Serneke has undertaken to convert the shareholder loan into a contingent shareholder contribution.

NOTE 3 - Pledged assets and contingent liabilities

The Group pledges collateral for external loans. The Group's contingent liabilities arise primarily in connection with different property disposals, whereby various operational guarantees may occur, as well as performance guarantees for future contracts. Serneke Group AB (publ) has also entered into a guarantee undertaking, which means that the co-owners in Prioritet Serneke Arena are jointly responsible for the correct fulfillment of interest and repayment of the associate's liabilities to credit institutions in the event that the associate is unable to pay.

Pledged assets and contingent liabilities in the consolidated balance sheet:

Mar 31 Mar 31 Dec 31
Group 2023 2022 2022
Pledged assets 2,539 2,540 2,883
Contingent liabilities 5,140 3,755 5,122
Parent Company
Pledged assets 300 300 300
Contingent liabilities 8,863 6,196 8,363

Note 4 - Breakdown of income

Jan-Mar 2023, SEKm Sweden Invest International Group-wide Eliminations Total
Construction income 2,172 348 0 -441 2,079
Sale of properties and development
rights
17 - - 17
Rental income 2 2 -2 2
Other income 1 16 44 -43 18
Total income 2,173 383 46 -486 2,116
Date of income recognition:
At a specific time 1 33 44 -43 35
Over time 2,172 350 2 -443 2,081
Total income 2,173 383 46 -486 2,116
Jan-Mar 2022, SEKm Sweden Invest International Group-wide Eliminations Total
Construction income 2,021 374 0 -475 1,920
Sale of properties and development
rights
114 - 114
Rental income 2 2 -2 2
Other income 5 12 44 -44 17
Total income 2,026 501 46 -521 2,052
Date of income recognition:
At a specific time 5 126 44 -44 131
Over time 2,021 376 2 -477 1,922

Construction income

Income from contracting agreements is reported in accordance with IFRS 15 Revenue from Contracts with Customers, either by fulfilling the performance undertaking over time (that is, gradually) or at one specific time. Contracting agreements entail the construction contract being performed on the customer's land, where an asset is created over which the customer gains control in pace with the completion of the asset. This entails income being recognized gradually (over time), applying percentage-of-completion. When applying percentage of-completion, the input method applies whereby income is reported based on the degree of completion, which is calculated as the ratio between the expenses incurred for work performed at the end of reporting period and the estimated total expenses for the assignment. Revaluations of the projects' final forecasts entail corrections of previously accrued profits. If it is probable that the total contract expenses will exceed the total contract income, the anticipated loss should be

immediately recognized as a cost in its entirety. Modification and supplementary orders are included in the commission income to the extent that they have been approved by the customer.

Sale of properties and development rights

On disposal of properties or development rights directly or indirectly through a sale of shares, the underlying property or development right's value is recognized in the Group as income. Income from property sales is reported on gaining access to the property. When agreements include both property sales and building rights,

as well as a contracting agreement for the planned building for the buyer, an assessment is made as to whether the property and/or building rights transactions and the contracting agreement, respectively, are separate performance commitments. Depending on the design and terms of the agreement, the sale can be seen as one or several performance undertakings. Sales are reported at the point in time at which control is transferred to the

buyer. Control is transferred over time if the seller has no alternative use for the property sold and the seller is entitled to payment from the customer for the work performed. In such cases, income is reported applying percentage of completion. If any of the above criteria are not met, income is reported at a single point in time, on completion and transfer to the customer. Sales of development rights can be dependent upon decisions regarding future detailed development plans. An assessment is then made as to the likelihood of the respective detailed development plan. Sales income and earnings are recognized when the probability is deemed to be very high. When sales income is recognized, all remaining commitments in the sales earnings are also taken into account. Occasionally, property projects are sold with guarantees of a certain level of leasing and, at the time of sale, any rental guarantees are reported as a reserve in the project, which then has a positive effect on successive profit recognition as letting takes place.

Rental income

Income also includes rental income, which is to be considered as operating leasing. Rental income is announced in advance and accrued on a straight-line basis in the income statement based on the terms of the leases. Rent paid in advance reported as prepaid rental income. In cases where the rental contract allows a reduced rent for a certain period of time, which is compensated for by higher rent during another period, this is allocated across the term of the contract.

Other income

Other income refers to income not classified as construction income, property sales and building rights, or rental income such as hotel revenues, government subsidies, or income from central companies.

FINANCIAL DEFINITIONS

Indicator Definition Purpose
Growth Income for the period less income for the previous period In the Company's view, the key indicator
divided by income for the previous period. allows investors who so wish to assess the
Company's capacity to increase its earnings.
Organic Income for the period, adjusted for acquired growth, less
In the Company's view, the key indicator
growth income for the previous period, adjusted for acquired allows investors who wish to assess the
growth, divided by income for the previous period, Company's capacity to increase its income
adjusted for acquired growth. without acquiring operating companies.
Jan-Mar Jan-Mar Apr-Mar Jan-
Dec
Calculation of organic growth 2023 2022 2021/2022 2022
Income current period 2,116 2,052 9,269 9,205
Income corresponding to previous period 2,052 1,950 8,837 8,735
Income change 64 102 432 470
Adjustment for structural effect 0 0 0 0
Total organic growth 64 102 432 470
Total organic growth (%) 3.1% 5.2% 4.9% 5.4%
Order The value of new projects and changes in existing projects In the Company's view, this key indicator
bookings during the period. allows investors who so wish to assess the
Company's sales in Business Area Contracting
for the current period.
Order The value of the Company's undelivered orders at the end In the Company's view, this key indicator
backlog of the period excluding cooperation agreements. allows investors, who so wish, to assess the
Company's income in Business Area
Contracting over upcoming periods.
Operating Operating profit divided by income. In the Company's view, the key indicator
margin allows investors who so wish to assess the
Company's profitability.
Operating Current assets less current liabilities. In the Company's view, the key indicator
capital allows investors, who so wish, to assess the
Company's tied-up capital in relation to its
competitors.
Capital Consolidated total assets less deferred tax assets less non- In the Company's view, this key indicator
employed interest-bearing liabilities including deferred tax liabilities. allows investors, who so wish, to assess the
total capital placed at the Company's
disposal by shareholders and creditors.
Mar 31 Mar 31 Dec 31
Calculation of capital employed 2023 2022 2022
Total assets 7,460 6,946 7,113
Deferred tax assets -85 -125 -91
Less non-interest-bearing liabilities including deferred tax liabilities -2,872 -2,869 -2,878
Capital employed 4,503 3,952 4,144
Indicator Definition Purpose
Return on Profit after net financial items plus financial expenses In the Company's view, the key indicator
capital divided by average capital employed for the period. allows investors, who so wish, to assess the
employed Accumulated interim periods are based on rolling 12- Company's capacity to generate a return on
month earnings. the total capital placed at the Company's
disposal by shareholders and creditors.
Mar 31 Mar 31 Dec 31
Calculation of average capital employed 2023 2022 2022
March 31, 2023 (4,503) + March 31, 2022 (3,952) / 2
4,227
March 31, 2022 (3,952) + March 31, 2021 (3,642) / 2 3,797
Dec 31, 2022 (4,144) + Dec 31, 2021 (3,961) / 2 4,053
Mar 31 Mar 31 Dec 31
Calculation of return on capital employed 2023 2022 2022
Profit after net financial items
Plus financial expenses
Average capital employed
Return on capital employed
-255 256 -217
159 41 150
4,227 3,797 4,053
-2.3% 7.8% -1.7%
Equity per Total equity according to the balance sheet divided The Company believes that key indicators give
share, by the number of shares outstanding on the closing
date. The difference between before and after
investors a better understanding of historical return
before/after dilution is accounted for by the convertibles issued per share at the closing date.
dilution by the Group.
Cash flow Cash flow from operating activities divided by the It is the Company's view that the key indicator gives
from average number of shares during the period. The
difference between before and after dilution is
investors a better understanding of the operations'
cash flow in relation to the number of shares,
operations accounted for by the convertibles issued by the
per share, Group. adjusted for changes in the number of shares during
before/after the period.
dilution
Earnings per Profit for the period divided by the average number It is the Company's view that the key indicator gives
investors a better understanding of profit per share.
share, of shares during the period. The difference between
before and after dilution is accounted for by the
before/after convertibles issued by the Group.
dilution
Indicator Definition Purpose
Return on equity Profit for the period as a percentage of In the Company's view, the key indicator allows
average shareholders' equity. Accumulated investors who so wish to assess the Company's
interim periods are based on rolling 12- capacity to generate a return on the capital
month earnings. shareholders have placed at the Company's disposal.
Mar 31 Mar 31 Dec 31
2023 2022 2022
March 31, 2023 (2,243) + March 31, 2022 (2,527) / 2 2,385
March 31, 2022 (2,527) + March 31, 2021 (2,161) / 2 2,344
Dec 31, 2022 (2,252) + Dec 31, 2021 (2,467) / 2 2,360
Mar 31 Mar 31 Dec 31
Calculation of return on shareholders' equity 2023 2022 2022
-298 358 -233
Average shareholders' equity 2,344 2,360
Return on equity -12.5% 15.3% -9.9%
Equity/assets Shareholders' equity less minority interests The equity/assets ratio shows the proportion of total
ratio as a percentage of total assets.
assets represented by shareholders' equity and has
been included to allow investors to be able to assess
the Company's capital structure.
Net debt Interest-bearing liabilities less liquid assets Net debt is a measure deemed relevant for creditors
less interest-bearing receivables. and credit rating agencies.
Net debt/equity Interest-bearing net debt divided by Net debt/equity ratio is a measure deemed relevant
ratio shareholders' equity. for creditors and credit rating agencies.
EBITDA Operating profit excluding EBITDA is a measure deemed to provide investors a
amortization/depreciation. better understanding of the Company's earnings.
Mar 31 Mar 31 Dec 31
Calculation of EBITDA 2023 2022 2022
Operating profit -144 240 -109
Depreciation 82 79 81
EBITDA -62 319 -28
Net debt/EBITDA Interest-bearing liabilities less liquid assets Net debt/EBIIDA is a measure deemed relevant for
less interest-bearing receivables divided by creditors and credit rating agencies.
EBITDA.

SERNEKE IN BRIEF

Serneke is a growing corporate group providing comprehensive services in contracting and project development with more than 1,200 employees. Through novel thinking, we drive development and create more effective and more innovative solutions for responsible construction. The business has a good mix of

Serneke Group AB (publ) Headquarters: Kvarnbergsgatan 2 SE-411 05 Gothenburg Phone +46 (0)31-712 97 00 | [email protected] public and commercial assignments, providing strength over economic cycles.

Serneke's annual reports and other financial information are available under the tab Investors at www.serneke.se

Presentation of the Interim Report for January-March 2023

On May 25, 2023, at 9:30 a.m. (CET), Serneke Group will comment on this Interim Report in a live online presentation for investors, analysts and the media. The presentation will be in Swedish and can be followed live via webcast at https://www.youtube.com/watch?v=u0k_WkM39o&ab, Presentation materials for the presentation will be available on the website one hour before the webcast begins.

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