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Volue ASA

Quarterly Report Aug 15, 2024

3783_rns_2024-08-15_2800c72f-ee1e-4bb1-94a9-2379fe5e0359.pdf

Quarterly Report

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Technology for a sustainable tomorrow

Second quarter report 2024

Contents

Highlights of the second quarter 2024 3
Key Figures 4
Financial review 5
Volue in brief 6
Development 7
Risks and uncertainty factors 9
Market outlook 10
Condensed interim financial information 11
Responsibility statement 24
Alternative Performance Measures 25

Highlights of the second quarter 2024 Volue continuing to grow ARR and SaaS

  • Total operating revenues in the second quarter of 2024 amounted to NOK 409 million, compared to NOK 375 million in the second quarter of 2023.
  • The revenue growth for the second quarter was 9% compared to the second quarter of 2023, and when excluding effects from the acquisition of Enerim, the operating revenue figures were flat. The development in operating revenues is a consequence of softer markets for non-recurring volatility driven revenues, combined with the strategic decision to shift such revenues towards ARR and build a more resilient revenue base over time.
  • Adjusted EBITDA was NOK 88 million for the second quarter of 2024, compared to NOK 63 million in the same period in 2023. This represents an increase in adjusted EBITDA of NOK 25 million in Q2 2024 compared to the same period 2023 and an improvement in adjusted EBITDA margin from 17% to 22% in the same period. The uplift in profitability comes from organic improvements and not from the Enerim acquisition.
  • The transformation towards annual recurring revenues (ARR) and Software as a Service (SaaS) continues. SaaS revenues were NOK 135 million in the quarter, an increase of 38% compared to the second quarter of 2023 where SaaS

revenues were NOK 98 million. When excluding effects from the acquisition of Enerim, the organic growth in SaaS revenues were 28%.

  • The Energy segment maintains its path of replacing non-recurring revenues with ARR and SaaS.
  • The Infrastructure segment continue the momentum from 2023 with uplift in profitability.
  • Expansion of the European footprint and growing international activities are the main drivers for growth through new

Revenue and adjusted EBITDA

markets and solutions such as trading, optimisation, forecast and analysis for the Energy segment, while strong market development in the Nordics is driving the growth for Power Grid and Infrastructure segments.

• The company reiterates the strong market outlook.

Subsequent events

On July 8th 2024, the newly established entity, Edison Bidco AS, announced an intention to launch a voluntary cash offer for all outstanding shares in Volue. Edison Bidco AS is controlled by Arendals Fossekompani, Advent International L. P. and Generation Investment Management LLP. The offer, at NOK 42 per share, represents a premium of 51 % to the last traded price and 39 % and 50 % to the 3-month and 6-month volume weighted average price of the date preceding the date of the announcement, respectively.

3

Key Figures

Financial highlights (NOKm) Q2 2024 Q2 2023 YTD 2024 YTD 2023 2023 LTM
Operating revenues 409 375 809 715 1464 1558
Adjusted EBITDA1 88 63 171 118 267 320
Adjusted EBITDA margin 22% 17% 21% 16% 18% 21%
EBITDA 81 80 153 127 208 234
EBITDA margin 20% 21% 19% 18% 14% 15%
Recurring revenues growth (%) 24% 25% 26% 24% 28% 19%
Recurring revenues (% of revenues) 71% 62% 71% 64% 67% 71%
SaaS revenues growth (%) 38% 43% 40% 39% 41% 42%
SaaS revenues (% of revenues) 33% 26% 32% 26% 27% 30%
R&D CAPEX (% of revenues) 13% 8% 12% 9% 10% 11%

1 EBITDA adjusted for non-recurring items.

Financial review

Volue continued the positive development in revenues, ARR and SaaS in Q2 2024. SaaS once again outgrew ARR, which in turn outgrew operating revenues, indicating that the business model transformation is moving in the right direction.

The company sees a strong development in building a continually increasing recurring revenue base, where the SaaS transformation of the company is steadily progressing with a solid development from the corresponding period last year.

The annualised ARR base exceeded NOK 1.2 billion in the quarter, which when seen in the context with churn below 2% is indicative of the robustness of the recurring revenues at the company.

Total operating revenues in the second quarter amounted to NOK 409 million (375 million), corresponding to a growth rate of 9% when comparing to the second quarter of 2023. Excluding effects from the Enerim acquisition, the operating revenue figures were flat.

Total operating expenses comprises materials and consumables used, employee benefit expenses, other operating expenses, depreciation, amortisation and impairment. The total operating expenses in Q2 2024 have increased by 6% to NOK 375 million, up from NOK 351 million in the same period last year. The increase is mainly driven by the inclusion of Enerim.

Materials and consumables used, which include third party- and cloud costs, have increased from NOK 54 million to NOK 56 million. This represents a growth of 4% from second quarter 2023.

Employee benefit expenses decreased from NOK 191 million to NOK 190 million, when comparing to the same period in 2023. Other operating expenses increased by 10%, from NOK 68 million to NOK 75 million when comparing to the same quarter in 2023. The development reflects the company's target of leveraging the current organisation to capture growth combined with increased activity levels.

Adjusted EBITDA for the quarter ended at NOK 88 million (63 million for the same period in 2023), while the adjusted EBITDA margin was 22% (17%).

Recurring revenues ended at NOK 292 million for the second quarter of 2024, (236 million for the same period in 2023) representing 71 % of operating revenues. The SaaS-revenues ended at NOK 135 million, representing 33% of operating revenues in the period.

Total assets were NOK 2.007 million at the end of the period, compared to NOK 2.036 as of June 30th 2024.

Total equity was NOK 911 (878 million)at the end of the quarter. Thus, the equity ratio was 45% (43%).

Net cash flow from operating activities in the first half-year 2024 was NOK 370 million, compared to NOK 135 million in the same period in 2023. The development is related to ordinary prepayments from customers and also good underlying performance. Net cash flow from investing activities was NOK -104 million (-534 million) following mainly from R&D investments and purchase of assets.

Volue's cash balance at the end of the second quarter 2024 was NOK 193 million (178 million at the end of 2023), of these were NOK 15 million restricted cash deposits. The increase from year- end 2023 is mainly due to net cash flow from operations, including prepayments from customers. This is partly offset by negative cash flow from investments.

Volue in brief

Volue was established in March 2020. Since listing, Likron was acquired in 2020, ProCom in 2021, and Enerim Oy's Wholesale Markets business in 2023. Volue transferred listing from Euronext Growth to Oslo Børs in May 2021.

Volue is a leading supplier of technology and an enabler of the green transition. We offer software, insight and services that lead the European and Japanese markets' transition to robust and sustainable services critical for society.

Our market-leading products optimise energy production, trading, distribution and consumption, as well as infrastructure and construction projects. Our mission is to realise a cleaner and more profitable future for our 2,500+ customers and the global society. Volue now has a growing customer base all over Europe, the Nordics and Japan.

Volue operates in three main fields: energy, power grid, and infrastructure. Through our analysis, planning operations, asset management and monetisation, we create value out of volatility. Our work directly facilitates the green transition and increases revenues for our customers – from utilities, large multinationals, grid operators, and new market entrants.

Volue by numbers

800+ Employees

2500+ customers in 40+ countries

30

offices in 8 countries

Where we are:

  • Volue's HQ
  • Volue's offices
  • Countries where Volue has customers

Development

offers customers flexible capabilities for digital water management and helps automate processes and machines for the construction industry.

Energy

Revenue in the Energy segment was NOK 204 million for the quarter. The growth rate from the second quarter of 2023 was 10% and the organic growth rate of the quarter compared to the same period of 2023 was -9%. Adjusted EBITDA margin for the quarter was 18%, down from 23% in Q2 2023 due to reduced volatility revenues that held high marginal profits.

The energy system continue the shift towards the shorter and more volatile markets, a trend that Volue is positioned for. The Insight platform is thriving under these conditions, proving to be a highly relevant offering that is well received in the market. Consequently, the product experienced healthy growth in the second quarter.

The non-recurring volatility driven revenues that created headwinds in 2023 are lower in the second quarter compared to the same period last year. At the start of 2023, Volue initiated a business model transformation of Volue Energy Market Services with the goal of shifting away from volatility driven non-recurring revenues, towards ARR. The acquisition of Enerim and their platform is instrumental to this transformation, and one that is already proving fruitful. Nonrecurring revenues are decreasing, while ARR is increasing, impacting growth in the process, but building a more resilient revenue base and profitability over time.

The business is organised into three

Industry segments

industry segments: Energy, Power Grid and Infrastructure, with eight product lines. Additionally, there is Other segments and eliminations that hold intercompany eliminations and Scanmatic which is under strategic review. The Energy segment delivers solutions that help customers master the energy transition by enabling wall-to-wall digitalisation of the green energy value chain. The Power Grid segment enables power distributors to support the electrification of society by unlocking flexibility and digital management of the power grid. The infrastructure segment

Volue's business outside the Nordic is growing rapidly and in the home market where Volue is leading, there is a strong development within portfolio management as a service. Combined, this results in strong growth in SaaS revenues. Expansion of the European footprint and growing international activities are the main drivers for further growth through new markets and solutions such as trading, optimisation, forecast and analysis.

In June, Volue announced a significant milestone on the journey towards revolutionising forecast modelling through the new AI-based wind model. The model allows for automated retraining and expanded use of weather inputs. It has accurate modelling tailored for both onshore and offshore wind conditions. Furthermore, the model is capable of adjusting to rapid shifts in the geographical distribution of renewable energy capacity within a country. Consequently, the AI-based wind model delivers 20% accuracy enhancements across all areas.

CAPEX levels in the Energy segment represents approximately 12% of sales and are mainly composed of R&D investments.

Volue is making significant investments into new products related to optimisation, trading solutions, analyses and forecast solutions.

Power Grid

Revenue in the Power Grid segment was NOK 98 million for the quarter. The growth rate from the second quarter 2023 was 11%.

Within Power Grid, Volue holds a strong market position in the Nordics. The segment delivered strong sales and good progress on project deliveries, resulting in solid uplift in ARR base. The segment delivered increased

Adjusted EBITDA margins from 19% to 29% compared to the same quarter last year and the market outlook for the segment is good. The area invests in new business activity and furthermore sparks investments in SaaS products.

The deal allows customers of Norgesnett to receive compensation for providing flexibility through Volue's solution, representing a milestone achievement for Spark.

With decades of experience, the Nordic region has built one of the strongest grids in Europe, which is now being put under pressure by the enormous growth in power supply assets that will start playing an active role in the energy system. The electrification of society is progressing, creating new challenges and opportunities. Volue is in a strong position to capitalise on this growth with its 50 years of asset- and vendor- independent experience. Spark is an initiative targeting this trend, and in May Volue announced the first commercial deal for the product line with Norgesnett.

CAPEX levels in the Power Grid segment represented approximately 15% of revenues and are related to R&D. All R&D in the segment is supporting Volues SaaS transformation. CAPEX levels are expected to be steady over the next 12 months as Volue continue to investment in new product development, such as Distributed Energy Resources.

Infrastructure

Revenue in the Infrastructure segment was NOK 66 million for the quarter. The growth rate from the second quarter of 2023 was 7%. Since listing, the focus for the Infrastructure segment has been business model transformation towards ARR and SaaS. The segment avoided the bath tub effect on operating revenues, keeping them stable in 2020-2022, while building ARR. In 2023, the growth in ARR resulted in uplift in operating revenues for the first time since listing, and the company is pleased to see the continuation of this trend. In addition to topline growth, the segment delivered Adjusted EBITDA of 27%, increasing from 12% in the same period last year, accompanied by 86% ARR and 60% SaaS.

Volue has so far focused on SaaS transformation in its home market. Volue forecasts further increased profitable growth in Scandinavia, driven by the on-going expansion to Sweden and Denmark.

CAPEX levels in the Infrastructure segment represents approximately 17 % of sales and are expected to decrease in the near term. All investments are directed towards Volue's SaaS offerings.

Risks and uncertainty factors

Volue's Board of Directors and Executive Management conduct risk assessments relating to various dimensions and aspects of operations to verify that adequate risk management systems are in place. The Group's risk management is predominantly controlled by the finance departments in the group companies, under policies approved by the Board of Directors. The responsible identifies, evaluates, and hedges financial risks in close co-operation with the Group's operating units. The Board provides written principles for overall risk management, as well as policies covering specific areas, such as currency risk, interest rate risk and credit risk.

The turbulence in the world economy has had limited impact on Volue in the quarter, and the exposure to Russia is minimal. However, several of Volue's customers are impacted by the changes in the supply of energy following the Ukraine war, and this may impact Volue's financial situation in the short to midterm. In the long run the ongoing changes will accelerate the energy transition and furthermore increase the demand for Volue's products and services.

The ongoing situation in the world economy has increased inflation and the risk of increased salary and general cost levels. A more global job market and inflation may increase the risk of not getting access to the right competence.

The Group's software platforms and solutions are subject to substantial external threats associated with data security, such as the risk of virus attacks, attempts at hacking, social manipulation and phishing scams. Volue is exposed to cyber risk and continues to invest in cyber security measures.

Market outlook

Volue is a market leader in technologies and services that power the green transition. Based on 50 years of experience, Volue provides innovative solutions, systems and insights to industries critical to society. Over 800 employees work with more than 2500 customers across energy, power grid, water and infrastructure projects to ensure a sustainable, flexible and reliable future.

Furthermore, Volue is a solid company that has a strong position for profitable growth and expansion based on the following pillars:

The shift towards green, non-controllable energy sources drives increased volatility and complexity for customers, requiring dynamic and cloud-based software solutions.

Volue offers wall-to-wall SaaS solutions and has built up a customer base comprising the leading European energy companies.

The ongoing SaaS-transformation creates solid growth in recurring revenues and will strengthen the EBITDA margins through economy of scale as more and more services are delivered through Volue's platform.

Volue continues to prioritise strategic investments in its SaaS platform and expansion into new markets. This creates short- to mid-term EBITDA impact and increased R&D capitalisation in line with plans. Measures are in place to counter margin effects, and Volue will work diligently to improve profitability going forward.

Volue maintains its long-term guidance on organic growth, an active M&A agenda and year-on-year improvements of important KPIs.

Volue provides the following long-term guidance to the market

  • Annual long term organic growth of 15%
  • Active M&A agenda with 1-2 deals per year, adding upside potential
  • Year-by-year increase of adjusted EBITDA margin, cash conversion, share of ARR and SaaS revenues

Condensed interim financial information

Condensed consolidated statement of income 12
Condensed consolidated Statement of other comprehensive income 13
Condensed consolidated balance sheet 14
Condensed consolidated statement of changes in equity 15
Condensed consolidated statement of cash flows 16

Notes to the Condensed consolidated Financial Statements

Note 1 Basis for preparation 17
Note 2 Estimates 17
Note 3 Related parties 17
Note 4 Subsequent events 17
Note 5 Segments 18
Note 6 Disaggregation of revenue from contracts with customers 19
Note 7 Fair value measurement of financial instruments 20
Note 8 One-off adjustment of depreciation 20
Note 9 New investments 21
Note 10 Borrowings 22

Condensed consolidated statement of income

Q2 Half-Year
Amounts in NOK 1000 Note 2024 2023 2024 2023
Continuing operations
Revenues 4,5 409 158 399 342 809 045 738 833
Materials and consumables used 56 485 54 318 117 611 104 634
Employee benefit expenses 194 022 193 591 391 166 373 331
Other operating expenses 77 675 71 110 147 287 134 225
EBITDA 80 977 80 323 152 981 126 643
Depreciation and amortisation 46 470 31 964 89 233 54 609
Net operating income/(loss) 34 507 48 359 63 748 72 034
Finance income 2 158 3 807 5 854 15 255
Finance costs 10 635 2 118 19 368 12 629
Profit/(loss) before income tax 26 030 50 048 50 234 74 660
Income tax expense 4 103 16 365 11 575 22 344
Profit/(loss) for the period 21 927 33 683 38 659 52 316
Attributable to equity holders of the company 21 927 33 683 38 659 52 330
Attributable to non-controlling interests - - - -14
Basic earnings per share 0,15 0,23 0,27 0,36
Diluted earnings per share 0,15 0,23 0,27 0,36

Condensed consolidated Statement of other comprehensive income

Q2 Half-Year
Amounts in NOK 1000 2024 2023 2024 2023
Items that may be reclassified to statement of income
Exchange differences on translation of foreign operations -17 174 2 255 11 760 26 138
Changes on cash flow hedges - - - -
Income tax related to these items - - - -
Items that may be reclassified to statement of income -17 174 2 255 11 760 26 138
Other comprehensive income/(loss) for the period, net of tax -17 174 2 255 11 760 26 138
Total comprehensive income/(loss) for the period 4 753 35 938 50 419 78 454
Attributable to equity holders of the company 4 753 35 938 50 419 78 462
Attributable to non-controlling interests - - - -8

Condensed consolidated balance sheet

Amounts in NOK 1000 Note 30 Jun 2024 30 Jun 2023 31 Dec 2023
Non-current assets
Property, plant and equipment 156 260 119 418 154 946
Intangible assets 1 142 568 1 037 373 1 102 273
Pension assets 7 746 5 713 7 431
Non-current receivables and investments 48 748 46 855 47 704
Total non-current assets 1 355 322 1 209 359 1 312 354
Current assets
Inventories 36 041 27 335 29 871
Contract assets 102 210 108 039 58 536
Trade and other receivables 320 572 368 133 548 135
Cash and cash equivalents 192 567 323 325 178 328
Total Current assets 651 390 826 832 814 870
Total assets 2 006 712 2 036 191 2 127 225
Amounts in NOK 1000 Note
30 Jun 2024
30 Jun 2023 31 Dec 2023 Amounts in NOK 1000 Note 30 Jun 2024 30 Jun 2023 31 Dec 2023
Non-current assets Equity
Property, plant and equipment 156 260 119 418 154 946 Share capital and share premium 4 503 914 4 498 184 4 503 914
Intangible assets 1 142 568 1 037 373 1 102 273 Own shares -7 -127 -7
Pension assets 7 746 5 713 7 431 Retained earnings -3 638 219 -3 658 761 -3 680 190
Non-current receivables and investments 48 748 46 855 47 704 Other reserves 45 080 38 585 25 995
Total non-current assets 1 355 322 1 209 359 1 312 354 Capital and reserves attributable to
holders of the company
910 768 877 880 849 713
Current assets Non-controlling interests - - -
Inventories 36 041 27 335 29 871 Total equity 910 768 877 880 849 713
Contract assets 102 210 108 039 58 536
Trade and other receivables 320 572 368 133 548 135 Non-current liabilities
Cash and cash equivalents 192 567 323 325 178 328 Lease liabilities 107 776 72 824 105 454
Total Current assets 651 390 826 832 814 870 Non-current loan 192 607 - 342 008
Provision - 300 -
Total assets 2 006 712 2 036 191 2 127 225 Other non-current liabilities 10 713 10 490 14 744
Deferred tax liabilities 50 945 9 213 69 739
Total non-current liabilities 362 041 92 827 531 945
Current liabilities
Borrowings 1 709 280 413 75 570
Lease liabilities 26 499 17 707 24 051
Trade and other payables 59 423 108 782 248 214
Current tax liabilities 75 108 52 181 50 383
Contract liabilities 263 752 236 096 19 503
Provisions 14 973 15 930 13 500
Other current liabilities 292 439 354 375 314 345
Total current liabilities 733 903 1 065 484 745 567
Oslo, Norway, August 14th 2024 Total liabilities and equity 2 006 712 2 036 191 2 127 225
The Board of Directors and CEO Volue ASA

Benjamin Golding Chairman

Ingunn Ettestøl Board Member

Christine Grabmair Board Member

Knut Ove Stenhagen Board Member

Kjetil Kvamme Board Member

Annette Maier Board Member

CEO

14 Second quarter 2024, Interim Report Condensed interim financial information

Condensed consolidated statement of changes in equity

Attributable to equity holders of the company
Amounts in NOK 1000 Share capital
and share
premium
Own shares Retained
earnings
Share based
remuneration
scheme
Cash flow
hedging reserve
Foreign
currency
translation
reserve
Non-controlling
interests
Total equity
Balance at 1 January 2023 4 498 184 -128 -3 701 795 9 100 1 991 -1 214 2 587 808 725
Profit/(loss) for the period - - 52 330 - - -14 52 316
Other comprehensive income/(loss) - - - - - 26 132 6 26 138
Other equity transactions - - 974 - - - - 974
Purchase of shares from non-controlling interests - - -10 270 - - - -2 579 -12 849
Share based remuneration scheme - - - 2 576 - - - 2 576
Balance at 30 June 2023 4 498 184 -128 -3 658 761 11 676 1 991 24 918 0 877 880
-
Balance at 1 January 2024 4 503 914 -7 -3 680 189 19 931 1 991 4 073 0 849 713
Profit/(loss) for the period - - 38 659 - - - - 38 659
Other comprehensive income/(loss) - - - - - 11 760 - 11 760
Other equity transactions - - 3 311 - - - - 3 311
Share based remuneration scheme - - - 7 325 - - - 7 325
Balance at 30 June 2024 4 503 914 -7 -3 638 219 27 256 1 991 15 833 0 910 768

Condensed consolidated statement of cash flows

Half-Year
Amounts in NOK 1000 Note 2024 2023*
Cash flow from operating activities
Profit/(loss) before income tax 50 234 74 660
adjustments for:
Depreciation, amortization and impairment 89 266 53 109
Net financial items 12 887 -1 128
Tax on transaction costs related to share issue - -
Total after adjustments to profit before income tax 152 387 126 641
Change in Inventories -6 170 2 291
Change in other current assets 183 889 153 204
Change in other current liabilities 47 454 -135 964
Change in other provisions - 1 278
Change in employee benefits -315 166
Total after adjustments to net assets 377 245 147 616
Change in tax paid -6 793 -12 215
Net cash from operating activities (continued operations) 370 452 135 401
Cash flow from investing activities
Interest received and realized FX gains 5 551 6 166
Purchase of PPE and intangible assets -108 191 -83 205
Capitalised development cost - -
Purchase of other investments -1 044 -
Payment for acquisition of subsidiary, net of cash acquired - -94 610
Proceeds from the sales of shares in subsidiaries - -362 764
Net cash flow from investing activities (continued operations) -103 684 -534 413
Half-Year
Amounts in NOK 1000 Note 2024 2023*
Cash flow from financing activities
Movements in short term borrwings -78 416 268 653
Cash Flow from issuance of receivables - -
Repayment of long-term borrowings -158 337 -
Net change in bank overdraft - -
Interest paid and realized FX losses etc -16 588 -14 516
Net cash flow from financing activities -253 341 254 137
Net increase in cash and cash equivalents (continued operations) 13 427 -144 875
Cash and cash equivalents at the beginning of the financial year 178 328 446 350
Effects of exchange rate changes on cash and cash equivalents 812 21 850
Cash and cash equivalents at end of period 192 567 323 325
Of this relating to restricted cash deposits 14 835 15 481

* restated

Restricted cash related to trading, which is a part of Volue Market services AS'business, are now inkluded in Other receivables. Previously this has been reported as cash and cash equivalents. The figures for 2023 has been restated.

Notes to the Condensed consolidated Financial Statements

Note 1 Basis for preparation Note 2 Estimates

This condensed interim consolidated financial report for Q2 reporting period ended 30 June 2024 has been prepared in accordance with International Financing Reporting Standards as adopted by the European Union ("IFRS") for interim reporting under International Accounting Standard ("IAS") 34 Interim Financial Reporting. The condensed interim consolidated financial report has not been audited.

The interim report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 31 December 2023 and any public announcements made by Volue during the interim reporting period.

The accounting policies adopted in the preparation of the interim report are consistent with those followed in the preparation of the Group's annual consolidated financial statements for 2023. New standards effective from 1 January 2024 have had no material effect on the interim report.

The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the actual results. Management also needs to exercise judgement in applying the Group's accounting policies. Estimates and judgements are continually evaluated. They are based on historical experience and other factors, including expectation of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances.

Note 2 in the annual report for 2023 provides an overview of the areas that involves a higher degree of judgement or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be wrong.

Note 3 Related parties

Volue has transactions and balances with key management. Note 23 in the annual report for 2023 provides details of transactions with related parties and the nature of these transactions.

All related party transactions have been carried out as part of the normal course of business and at arm's length.

Note 4 Subsequent events

On July 8th 2024, the newly established entity, Edison Bidco AS, announced an intention to launch a voluntary cash offer for all outstanding shares in Volue. Edison Bidco AS is controlled by Arendals Fossekompani, Advent International L. P. and Generation Investment Management LLP. The offer, at NOK 42 per share, represents a premium of 51 % to the last traded price and 39 % and 50 % to the 3-month and 6-month volume weighted average price of the date preceding the date of the announcement, respectively.

Note 5 Segments

Segment information

The Group's management examines the Group's performance both from a product and services perspective and has identified three reportable segments of its business:

Energy - Help customers master the energy transition by enabling end-to-end optimisation of the green energy value-chain by offering software solutions and consulting services related to forecasting and optimsation of the different energy markets.

Power grid - Enable power distributors to support electrification of society by unlocking flexibility and digital management of the power grid. The Group offer both software solutions and consulting services.

Infrastructure - Deliver flexible capabilities for digital water management, consisting of both software solutions and consulting services. Help automate processes and machines for the construction industry.

In order to asses the performance of the operating segments, the Group's management uses a measure of adjusted earnings before interest, tax, depreciation and amortisation (adjusted EBITDA, see below). Compared to EBITDA, non-recurring expenses are not included in adjusted EBITDA. Non-recurring items is related to items that are not part of the ordinary business, such as external costs related to implementation of corporate back-office cloud-based systems (e.g. ERP), M&A related costs and costs related to the share based remuneration schemes. In addition the key performing indicators recurring

revenue growth, recurring revenue (as percentage of total revenues), SaaS revenue growth (SaaS) and SaaS revenue (as a percentage of total revenues) are assessed each month.

Amounts in NOK 1000 Energy Power grid Infrastructure Other
segments and
eliminations*
Total
YTD Q2 2024
SaaS 166 193 17 865 76 844 - 260 902
Maintenance 65 547 66 835 30 826 - 163 208
Other revenue recurring 86 916 13 664 3 082 48 063 151 725
Revenues recurring = Totale ARR 318 656 98 364 110 752 48 063 575 835
Revenues non-recurring 93 492 83 611 21 062 35 045 233 210
Revenue from external customers 412 148 181 975 131 814 83 108 809 045
Materials and consumables used 39 154 28 762 14 539 35 156 117 611
Employee benefit expenses 210 418 85 028 61 331 27 063 383 840
Other operating expenses 84 270 21 673 21 892 8 660 136 495
Adjusted EBITDA 78 306 46 512 34 052 12 229 171 099
Non-recurring items Personell benefit expences 4 542 1 685 1 099 0 7 326
Non-recurring Other operating expences ** 7 027 2 279 1 486 0 10 792
EBITDA 66 737 42 548 31 467 12 229 152 981
Depreciation and amortization 50 084 19 829 15 485 3 835 89 233
Net operating income/(loss) 16 653 22 719 15 982 8 394 63 748

*Scanmatic AS has been reported as Other segments

Other
segments and
Amounts in NOK 1000 Energy Power grid Infrastructure eliminations* Total
YTD Q2 2023
SaaS 125 151 12 363 48 567 - 186 081
Maintenance 70 916 75 693 43 833 - 190 442
Other revenue recurring 34 041 - - 48 000 82 041
Revenues recurring = Totale ARR 230 108 88 056 92 400 48 000 458 564
Revenues non-recurring 120 514 77 267 23 342 36 031 257 154
Non-recurring revenues - - 23 115 - 23 115
Total revenues and other income 350 622 165 323 138 857 84 031 738 833
Materials and consumables used 18 037 29 458 16 750 40 389 104 634
Employee benefit expenses 178 391 86 072 69 893 35 373 369 729
Other operating expenses 68 392 22 416 19 062 13 441 123 311
Adjusted EBITDA 85 802 27 377 10 037 -5 172 118 044
Non-recurring items Personell benefit expences 1 431 747 592 833 3 603
Non-recurring Other operating expences 5 189 2 704 1 874 1 146 10 913
EBITDA 79 182 23 926 30 686 -7 151 126 643
Depreciation and amortization 31 766 9 115 10 085 3 643 54 609
Net operating income/(loss) 47 416 14 811 20 601 -10 794 72 034

*Scanmatic AS has been reported as Other segments

Note 6 Disaggregation of revenue from contracts with customers

The Group derives revenue from the transfer of goods and services over time and at a point in time in the following major product and service lines:

Amounts in NOK 1000 Energy Power grid Infrastructure Other
segments and
eliminations
Total
YTD Q2 2024
Segment revenue 412 148 181 975 131 814 83 108 809 045
Revenue from external customers 412 148 181 975 131 814 83 108 809 045
Timing of revenue recognition
Other revenue recurring ARR 23 579 - - - 23 579
Consulting 837 - - - 837
Other revenue non-recurring 22 289 - - - 22 289
At a point in time 46 705 0 0 0 46 705
Over time 365 443 181 975 131 814 83 108 762 340
Total 412 148 181 975 131 814 83 108 809 045
Other
Amounts in NOK 1000 Energy Power grid Infrastructure segments and
eliminations
Total
YTD Q2 2023
Segment revenue 350 622 165 323 138 857 84 031 738 833
Revenue from external customers 350 622 165 323 138 857 84 031 738 833
Timing of revenue recognition
Other revenue recurring ARR 22 707 - - - 22 707
Consulting 1 279 - - - 1 279
Other revenue non-recurring 26 888 - - - 26 888
At a point in time 50 874 0 0 0 50 874
Over time 299 748 165 323 138 857 84 031 687 959
Total 350 622 165 323 138 857 84 031 738 833

Note 7 Fair value measurement of financial instruments

Fair value hierarchy

To provide an indication about the reliability of the inputs used in determining fair value, the Group has classified its financial instruments into three levels.

Level 1: The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and equity securities) is based on quoted market prices at the end of the reporting period. The quoted market price used for financial assets held by the group is the current bid price. These instruments are included in level 1.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined using valuation techniques which maximise the use of

observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities.

The groups financial assets and liabilities are measured at amortized costs, with the exception of shares in other companies of MNOK 10,9 which is measured at fair value (level 3). There are assumed to be no material differences between amortized cost and fair value.

Note 8 One-off adjustment of depreciation

In connection with the implementation of a new ERP system in 2023 in Volue, a technical error in the old ERP system has been discovered. This is related to the of depreciation of fixed assets and activated development cost. As a result some assets have been over-depreciated for a number

of years. Since the error has occurred over several years it has not had any material effect on the financial statements for the affected periods and the over-depreciation has been reversed in Q1 2023. Thus, a one-off reduction in depreciation costs of 8,3 MNOK was recognized in Q1 2023.

Note 9 New investments

In the second quarter 2023, Volue made its biggest acquisition to date in the shape of Enerim Oy's Energy Market Services division. Note 21 in the annual report for 2023 provides details of the investment.

Volue has no new investment in 2024.

Note 10 Borrowings, pledged and guarantees

Amounts in NOK 1000 Q2 2024 Q2 2023 2023
Loans secured by pledged assets
Loan 192 607 280 413 342 008
Bank overdraft 1 709 - 75 570
Total borrowings 194 316 280 413 417 578

The group did during Q2 2023 secured borrowing facilities for the acquisition of Enerim and other general corporate purposes of NOK 350 million. The loan has a duration of three years without down payments before termination date. In addition NOK 200 million on a multi-option facility has been established and drawn on for securing of funds general corporate purposes, including working capital and guarantees.

NOK 345 million of the borrowing facilities of NOK 350 million is used in 2023. In 2024 it is done a repayment of NOK 150 million.

Assets pledged for borrowing facility and warranties Q2 2024 2023
Property, plant and equipment *) 92 942 92 422
Investment in subsidiaries (Pledge of all shares) 3 449 833 3 449 833
Contract assets *) 62 591 41 052
Trade accounts receivables *) 141 917 298 137
Total security for borrowing facility and warranties 3 747 283 3 881 444

*) for any entity incorporated in Norway

Covenants:

Equity Ratio (Total Book Equity to Total Book Asset) shall at all times be 30% or higher. Leverage: Leverage (Total net debt to Adjusted EBITDA) shall not exceed 2.50:1

Guarantees

Volue ASA has provided guarantees for subsidiaries:
Type 2024 2023
Garantees to suppliers 99 210 248 256

The group has a guarantee facility with the sealing of maximum 300 mill to be used for guarantee facilities, in addition to long-term borrowing of 350 mill NOK and the multi-option facility of 200 mill. 83 mill NOK of these is related to guarantees towards E-sett related to Volue Market Services AS.

Note 10 Borrowings, pledged and guarantees

Interest-bearing liablites Q2 2024 Q2 2023 2023
Non-current
Non-current loan 192 607 - 342 008
Liabilites to credit institutions - - 4 555
Lease liabilites 107 776 72 824 105 454
Other liabilites * 10 713 10 790 10 189
Total long-term borrowings 311 096 83 614 462 206
Current
Overdraft/borrowings 1 709 280 413 75 570
Lease liabilites 26 499 17 707 24 051
Total current borrowings 28 208 298 120 99 621
Total borrowings 339 304 381 734 561 827
* Debt to earlier employees

Responsibility statement

We confirm to the best of our knowledge, that the condensed interim financial report for the period 1 January 2024 to 30 June 2024 has been prepared in accordance with IFRS as adopted by EU, and that the information gives a true and fair view of the Group's assets, liabilities, financial position and result for the period. We also confirm that presented information provides a fair overview of important events that have occurred during the period and their impact on the financial statements, key risks and uncertainty factors that Volue is facing during the next accounting period.

Oslo, Norway, August 14th 2024 The Board of Directors and CEO Volue ASA

Deputy Chairman

Benjamin Golding

Chairman

24

Henning Hansen

Board Member

Lars Peder Fensli Ingunn Ettestøl

Board Member

Christine Grabmair Board Member

Kjetil Kvamme Knut Ove Stenhagen Board Member

Board Member

Annette Maier Board Member

Anja Schneider Board Member

Dagmara Zellma Board Member

Trond Straume CEO

Alternative performance measures

Volue ASA presents alternative performance measures as a supplement to measures regulated by IFRS. The alternative performance measures are presented to provide better insight and understanding of operations, financial position and the basis for future developments.

The definitions of these measures are as follows:

  • Adjusted EBITDA: In order to give a better representation of underlying performance, EBITDA is adjusted with non-recurring items.
  • ARR: Annual Recurring Revenues is defined as revenues from recurring contracts including software as a service.
  • EBIT: Profit/loss before tax and net finance cost.
  • EBITDA: Profit/loss before tax, net finance cost, depreciation, amortisation and impairment.
  • SaaS Software as a service. SaaS revenues are defined as revenues from software & services operated by Volue in the cloud.

• Non-recurring items: Items that are not part of the ordinary business, such as external costs related to implementation of corporate back-office cloud-based systems (e.g. ERP), M&A related costs and costs related to the share based remuneration schemes. In accordance with IFRS IC agenda decision (Configuration or Customisation Costs in a Cloud Computing Arrangement) from April 2021, these costs have not been capitalised, as they previously would have been.

Through digital platforms and innovative solutions, we deliver services critical to society for a cleaner, better, and more profitable future.

Volue ASA

Chr. Krohgsgate 16 Postboks 9008 NO-0186 Oslo Norway

[email protected] +47 73 80 45 00

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