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COMROD COMMUNICATION ASA – LISTING ON THE OSLO STOCK EXCHANGE Comrod AS - Income Statement 3. Quarter 2006 (All figures in NOK 1.000) PROFIT AND LOSS ACCOUNT 30.09.2006 3Q 2006 30.09.2005 3Q 2005 31.12.2005 Operating revenues 83 676 34 716 77 523 28 502 109 559 Cost of materials incl. changes in WIP 27 545 13 055 21 528 8 686 30 568 Payroll and social security expenses 31 200 10 078 27 374 8 717 38 132 Other operating expenses 12 611 5 695 9 493 2 979 13 995 Operating profit before depreciation (EBITDA) 12 320 5 888 19 128 8 120 26 864 Depreciation 3 856 1 784 1 950 650 2 522 Operating profit (EBIT) 8 464 4 104 17 178 7 470 24 342 Net financial items -4 389 -2 472 -1 210 -437 1 372 Profit/loss before tax 4 075 1 631 15 968 7 033 25 714 Taxes -1 349 -633 -4 491 -1 977 -7 296 Profit/loss after tax 2 726 998 11 476 5 056 18 418 BALANCE SHEET Intangible assets 64 451 0 0 Tangible fixed assets 57 686 19 496 20 881 Inventories 46 536 19 316 16 200 Receivables Hexagon-Group 32 521 10 974 13 322 Other receivables 46 092 29 498 43 107 Bank deposits and cash 1 797 1 101 1 678 Total assets 249 083 80 385 95 188 Paid-in capital 6 496 6 300 6 350 Other equity 5 659 15 599 20 229 Provisions 10 615 10 420 11 756 Interest-bearing long-term liabilities 1 920 1 820 0 Interest-bearing liabilities Hexagon-Group 180 041 35 311 35 475 Interest-bearing short-term liabilities 3 879 547 545 Other current liabilities 40 473 10 388 20 833 Total liabilities and equity 249 083 80 385 95 188 CASH FLOW STATEMENT Profit before tax 4 075 15 968 25 714 Depreciation/amortisation 3 856 1 950 2 522 Change in net working capital -4 020 -12 328 -18 291 Net cash flow from operating activities 3 911 5 590 9 945 Net cash flow from investing activities -122 526 -2 150 -4 106 Net cash flow from financing activities 117 370 -3 864 -5 686 Net change in cash and cash equivalents -1 245 -424 153 Cash and cash equivalents at start of period 1 678 1 525 1 525 Cash from acquisition 1 364 0 0 Cash and cash equivalents at end of period 1 797 1 101 1 678 EQUITY RECONCILIATION Equity at start of period 26 579 29 024 29 024 Profit/loss in period 2 726 11 476 18 418 Forward exchange contracts -965 -590 -3 071 Share based payment / Actuarial gain and losses -942 72 291 Exchange rate difference 521 0 0 Approved/received group contributions from last year -15 764 -18 084 -18 084 Equity at end of period 12 155 21 899 26 579 KEY FIGURES Equity ratio 4,9 % 27,2 % 27,9 % Liquidity ratio I 1,82 1,32 1,31 Return on equity (annualised) 18,8 % 60,1 % 66,2 % Total return (annualised) 5,9 % 29,2 % 32,0 % Earnings per share 1,82 7,65 12,28 Diluted earnings per share 1,82 7,65 12,28 Cash flow from operations per share 2,61 3,73 6,63 Equity per share 8,10 14,60 17,72 Net interest-bearing liabilities 185 840 37 678 36 020 Information on Business Areas: 30.09.2006 3Q 2006 30.09.2005 3Q 2005 31.12.2005 Comrod Antennas: Operating income 64 435 20 951 77 523 28 502 109 559 Operating profit before depreciation (EBITDA) 9 995 4 373 19 128 8 120 26 864 Operating profit (EBIT) 7 709 3 595 17 178 7 470 24 342 Comrod Power supplies: Operating income 8 847 3 371 Operating profit before depreciation (EBITDA) 1 574 652 Operating profit (EBIT) 576 217 Lerc Masts and Industrial products : Operating income 10 394 10 394 Operating profit before depreciation (EBITDA) 751 864 Operating profit (EBIT) 179 292 Comrod AS Group - Notes to the interim financial statements 3. Quarter 2006 Note 1 Reporting entity Comrod AS is a company domiciled in Norway. The interim financial statements for the third quarter 2006 ended 30. September comprise Comrod AS and its subsidiaries (together referred to as the “Group”.) Note 2 Significant accounting principles and statement of compliance Comrod AS Group has not published any audited stand-alone financial statements prepared in accordance with International Financial Reporting Standards. As part of the Hexagon Composites Group, International Financial Reporting Standards has been applied in the preparation of Hexagon Composites consolidated financial statements for 2005. The accounting policies applied by Comrod AS Group in these interim financial statements are the same as those applied by Hexagon Composites ASA Group for the year ended 31 December 2005 and that will be applied in the annual group financial statements for 2006. These interim financial statements have been prepared in accordance with international Financial Reporting Standards (IFRS) IAS 34 Interim Financial Reporting. These statements do not include all of the information required for full annual financial statements, and should be read in conjunction with the consolidated financial statements of Hexagon Composites ASA Group for the year ended 31 December 2005 and section 7.1 in the Prospectus. Note 3 Estimates The preparation of interim financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. The significant judgments made by management in preparing these interim financial statements in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements of Hexagon Composites ASA Group for the year ended 31 December 2005 and section 7.1 in the Prospectus. Note 4 Business Combinations (All figures in 1.000) Acquisition of Fidulerc SA with the wholly-owned subsidiary Lerc SA. As of 29 June 2006 Comrod AS made an agreement with ECI Composites Inc to buy 100% of the shares in Fidulerc SA. Total purchase price including direct costs relating to the acquisition amount to EUR 11 589. Comrod AS was approved by the French authorities as the new owner of Fidulerc SA in the middle of September 2006. Consolidation and allocation of surplus value have been taken into the accounts from the same time. Details of net assets acquired and goodwill are as follows: Purchase consideration: Cash paid 92 421 Direct costs relating to the acquisition 1212 Total consideration, cash only 93 633 The assets and liabilities arising from the acquisition are as follows: Fidulerc 15.09.06 Fair value adjustments Recognised values Goodwill 29 230 29 230 Customer relationship 11 507 11 507 Tangible assets 24 337 10 800 35 137 Inventories 25 757 25 757 Receivables 24 151 24 151 Bank deposits and cash 701 701 Total assets acquierd 74 946 51 537 126 483 Non-current liabilities 4 001 4 001 Deferred tax (2 239) 3 596 1 358 Current liabilities 27 491 27 491 Net assets acquired 45 692 47 941 93 633 The figures above are not finalized and may be changed in subsequent periods. 115
COMROD COMMUNICATION ASA – LISTING ON THE OSLO STOCK EXCHANGE Comrod AS Group - Notes to the interim financial statements 3. Quarter 2006 Note 4 continued Pro forma income statement as if the acquisition had taken place 01.01.2006: Pro forma Income statement 30.09.2006 Operating revenue 137 812 Cost of materials incl. changes in WIP 46 590 Payroll and social security expenses 40 010 Other operating expenses 34 342 Operating profit before depreciation (EBITDA) 16 869 Depreciation 7 991 Operating profit (EBIT) 8 878 Net financial items -8 946 Profit/loss before tax -68 Taxes -491 Profit/loss after tax -558 Acquisition of Power Division (1. Quarter 2006). On 28. February 2006, Comrod AS entered into an agreement to purchase from Eltek Energy ASA their department of telecom power supplies for the defence market. The purchase price was NOK 25 million. The date of transfer was 1. March 2006. Details of net assets acquired and goodwill are as follows: Purchase consideration: Total consideration, cash only 25 000 The assets and liabilities arising from the acquisition are as follows: Recognized values Goodwill 9 000 Other Intangible assets 15 000 Tangible assets 489 Inventories 511 Total assets acquired 25 000 Liabilities 0 Net assets acquired 25 000 The figures above are not finalized and may be changed in subsequent periods. It is not possible to give reliable information of revenue and profit and loss for the combined entity as if the acquisition of the Power Division was made 1. January 2006. This is due to the fact that Comrod AS purchased only a division of Eltek Energy ASA which did not have separate reliable financial information for this division’s separate revenues,costs and profit and loss. Comrod AS Group - Notes to the interim financial statements 3. Quarter 2006 Note 5 Transition from NGAAP to IFRS Introduction This interim report is prepared in accordance with IAS 34 and is the company´s first IFRS report. The accounting principles refered in note 2 has been applied in the preparation of the consolidated financial statements as of 30 September 2006, the restatement of the figures for 2004, 2005 and 2006 and the calculation of IFRS opening balances at 1 January 2004, which is the Group’s date of transition from NGAAP to IFRS. Preparation of IFRS opening balances has involved some adjustments to previous accounting figures prepared under NGAAP. The effect of the transition from NGAAP to IFRS on the Group’s financial statements is detailed below. Transition from NGAAP to IFRS IFRS 1, First-time adoption of International Financial Reporting Standards has been adopted in preparing Comrod AS Group´s opening balance sheet at 1 January 2004. For Comrod AS Group the most important effects of the transition are described below. Please refer to corresponding notes below. 1. Pensions All accumulated, unrecognised actuarial gains/losses relating to retirement benefit obligation at 1 January 2004 have been recognised as an equity adjustment. Changed assumptions for calculation of future pension costs under IFRS involve an increase in the calculated pension expense for 2004. 2. Financial derivatives Under NGAAP, foreign currency instruments (forwards) which met the hedging criteria were not recognised, while only unrealised losses on other foreign currency transactions were recognised. Under IFRS, all foreign currency transactions are measured at fair value and recognised in the balance sheet. Fair value changes relating to foreign currency transactions which meet the hedging criteria are recognised directly in equity until the object of the hedge transaction is realised, or the hedging is evaluated not to be effective. Both IAS 32 and IAS 39 have been implemented with effect from 1 January 2004. 3. Reclassification of long-term debt Under IFRS the first year instalment of long-term debt is classified as short-term debt. 4. Dividends and Group Contributions Dividends and Group Contributions are under IFRS not recognised until the entity has an obligation to pay the dividend or group contribution, which generally is not until these are approved by the General Assembly. Under NGAAP dividends and group contributions were provided for at the balance sheet date in the year prior to the approval of the general assembly. 5. Deferred tax Deferred tax assets and liabilities will be affected by the transition to IFRS due to changes in other balance sheet values as described in this report. 6. Amortization of goodwill Amortization of goodwill is not permitted under IFRS. Instead, goodwill is subject to impairment review, both annually and when there are indications that the carrying value may not be recoverable. There has been no goodwill recognised in Comrod AS Group financial statements until the acquisitions performed in 2006, consequently this difference will appear in the 2006 financial statements, only. 7. Gains on sale of property, plant & equipment Under IFRS, gains on sale of property, plant and equipment is classified as a cost reduction. 8. Share-based payment transactions Under NGAAP Share-based payment transactions has not, until the year 2005, been recognised in the Income Statement. In accordance with IFRS 2, the fair value of all options granted after 7.11.02 is recognised over the vesting period. The fair value per option is calculated using an option pricing model (Black & Scholes). Costs are recognised in profit and loss as payroll expenses together with a corresponding increase in other paid-in capital. 116
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