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ECIT AS

Quarterly Report Nov 17, 2022

3584_rns_2022-11-17_edb680ba-f1a7-4d48-a9eb-c1c7918e44bc.pdf

Quarterly Report

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Interim Report Q3 2022

Q3 2022 - comments

Highlights

  • Revenue at NOK 672 million (557) with a revenue growth at 20.8% (35.6%). Organic growth at 11.5% (7.9%) and M&A growth at 10.9% (28.5%).
  • Organic revenue above last year in all divisions with the IT division as the main contributor.
  • EBITDA at NOK 99 million (80) with a margin at 14.7% (14.4%).
  • End November 2022 acquired yearly revenue represents appr. NOK 260 million with six investments in companies done after 30th June 2022.
  • Free cash flow amounts to NOK 78 million (34).
  • Earnings per share improved to NOK 0.04 from NOK 0.03.
  • Still the organisation is absorbing effects from the (four) large mergers made in previous quarters.

Q3 Q3 YTD YTD
(NOKm) 2022 2021 Growth 2022 2021 Growth
Revenue 672 557 20.8% 2,115 1,735 21.9%
EBITDA 99 80 22.6% 283 226 24.9%
EBIT 55 36 51.2% 146 106 37.7%
Profit
for
period
the
33 25 32.7% 97 76 26.6%
Free
cash
flow
78 34 125.7% 173 118 46.7%
Adjusted
diluted
EPS
0.04 0.03 23.5% 0.13 0.10 28.2%
Total
revenue growth
20.8% 35.6% -14.8
p.p.
21.9% 33.6% -11.7
p.p.
Organic
revenue growth
11.5% 7.9% 3.6
p.p.
9.3% 6.8% 2.5
p.p.
revenue growth
M&A
10.9% 28.5% -17.6
p.p.
14.1% 28.7% -14.6
p.p.
EBITDA-margin 14.7% 14.4% 0.3
p.p.
13.4% 13.0% 0.4
p.p.

Notes:

EBITDA & EBIT before special items

Profit for the period adjusted for one-off items

Free cash flow = Cash flow from operating activities less IFRS16 leases and before investment in new subsidiaries, investments in software and special items Earnings per share adjusted for one-off items

Management report

Financial performance

Building the organisation through acquisitions and consolidation as the strategy for ECIT is gradually showing results through organic growth and margin improvement.

Revenue growth at 21.9% (33.6%) with a revenue at NOK 2,115 million (1,735). Organic growth at 9.3% (6.8%) and acquired growth at 14.1% (28.7%). Currency effects affected growth by minus 1.5% (minus 1.9%).

EBITDA at NOK 283 million (NOK 226 million) with a margin at 13.4% (13.0%). EBIT at NOK 146 million (106) an increase of 37.7% compared to last year.

Free cash flow at NOK 173 million (118). However last year's figure would have been NOK 151 million if adjusted for Covid-19.

The overall positive development in Q2 2022 continued into Q3.

The F&A division has improved organic revenue growth for the quarter and is ahead compared to last year YTD as well.

Continued good demand and few larger orders completed in September lifted the organic growth rate in the IT division to a higher level in Q3. YTD there has been a stable demand for IT services and IT-solutions across all countries.

Although the overall supply constraints on IT hardware have eased, there are still delivery challenges on certain hardware items.

With 69.8% (47.1%), the Tech division continues to deliver good revenue growth. The growth results are coming partly from implementation of ECIT-owned software and partly from external demand for the solutions and services offered by the division.

The impact of cost inflation on the financial development in ECIT has so far been limited. However, effects are to be expected and mitigating actions towards inflation (margin defending) is high on the management agenda.

Management considers the margin development acceptable as performance throughout the year has been affected by four large mergers completed in previous quarters. Gradually, the organisation absorbs the effects from the mergers with a stronger and more consolidated organisation as the result.

Adjusted profit for the period ended at NOK 97 million (76); Profit for the period has been adjusted for two minor divestments completed during the year, representing a gain of NOK ~25 million.

Adjusted for one-off items, diluted EPS for the first nine month of the year ended at NOK 0.13 compared to NOK 0.10 last year – the increase can be explained by a combination of increased profit for the period and a higher majority share of ownership.

Page | 2

INTERIM REPORT Q3 2022

the last quarter, the net working capital was higher than usual because of a difference in the timing of invoicing. Cash was collected during Q3 2022, which explains the positive networking capital development compared to last year.

The development in net working capital performance measured year-to-date is now in line with management expectations.

End Q3 2022 ECIT had a net interest-bearing debt at NOK 215 million (125). The financial gearing ratio (NIBD/EBITDA) is at 0.6x (0.4x) below the ratio limit at 2.5 X NIBD/EBITDA.

Increasing the average ownership share in subsidiaries by partly exercising the options to acquire minority shares is ongoing. By Q3 2022, the ownership share was at 67.9%. The ownership share will fluctuate affected by acquisitions.

Management considers the financial performance for the first nine months of 2022 to be in line with expectations.

M&A activities

Four companies were acquired during Q3, including Tandem AS, Auto-Flow ApS, Verismo Systems AB, and Prosys ApS. Together they represent an acquired annualised revenue of NOK ~68 million.

Besides the four acquisitions completed in Q3, two more companies were acquired in October and November; Intunor Services AS and Argus Kreditt AS.

The largest of the two, Intunor Services AS ('Intunor'), is a Norwegian F&A company - including subsidiaries - with some 135 employees and 2021 revenue at NOK ~129 million. The acquisition of Intunor will strengthen the geographical presence, industry position, and competence base in ECIT.

Argus Kreditt AS offers services within debt collection, invoice administration and advisory connected to credit management. The acquisitions of Argus Kreditt AS will strengthen the existing services ECIT offers to its customers. In 2021 the company reported NOK 7 million in revenue and 5 employees.

Acquired revenue as of November represents appr. NOK 260 million in annualised revenue.

New management structure

ECIT Group is structured in three divisions; F&A, IT and Tech, with support functions organised at group level.

To strengthen business development and financial performance a decision has been taken to appoint a Managing Director to be responsible for each of the three divisions. All the appointed division responsible managing directors are coming from and has a longer history with the ECIT organisation.

Share buyback program

The share buyback program initiated at the 23rd August 2022 has been completed.

As the program ended the 16th November 2022 a total of 1,204,672 shares have been bought at an average price of NOK 6.64.

A new share buyback program has been announced and will run from 17th November 2022 until, at the latest, 22nd December 2022.

Page | 3

During this period ECIT AS will buy treasury shares up to a maximum of NOK 4 million.

A company announcement of all transactions under the programme will be published every week after commencement and at the end of the program.

The purpose of the share buyback programs is to acquire shares that could be used as a settlement in the ECITs incentive plan. Furthermore, shares acquired under the program may be applied as a partial settlement measure in ECITs acquisitions of companies and general corporate purposes.

Incentive scheme

A new share-based incentive scheme was announced in August 2022. The purpose of the programme is to reward longtime performance and loyalty towards ECIT.

The incentive scheme is being initiated as planned.

Financial Highlights

Q3 Q3 YTD YTD Q3 Q3 YTD YTD
(NOKm) 2022 2021 2022 2021 (NOKm) 2022 2021 2022 2021
Condensed
Statement
Income
Key
figures
Revenue 672 557 2,115 1,735 Total
revenue growth,
%
20.8% 35.6% 21.9% 33.6%
EBITDA 99 80 283 226 Total
organic
revenue growth,
%
11.5% 7.9% 9.3% 6.8%
EBIT 55 36 146 106 Total
M&A
revenue growth,
%
10.9% 28.5% 14.1% 28.7%
Special
items,
net
-2 0 -11 -8 EBITDA
margin,
%
14.7% 14.4% 13.4% 13.0%
Financial
items,
net
6 -1 7 -12 Effective
tax
rate,
%
22.6% 28.6% 22.4% 25.3%
Profit
for
the
period
45 25 110 64 in
%
of
CAPEX
revenue
0.8% 0.8% 0.6% 0.9%
Adjusted
profit
for
the
period
33 25 97 76 in
%
of
R&D
revenue
1.7% 0.8% 1.7% 0.7%
Attributeable
to
ECIT
AS'
shareholders
17 14 59 42 Recurring
repeat
revenue share
&
79% 74% 77% 72%
Attributeable
to
minorities
16 11 38 34 Proforma
revenue
673 587 2,157 1,846
Proforma
EBITDA,
last
12
months
407 333
Financial
position
majority
%
Avg.
share,
67.9% 64.1%
Total
assets
2,772 2,498 ratio,
%
Solvency
54.1% 56.1%
of
equity
ECIT
shareholdes'
share
1,264 1,204
Non-controlling
interest
234 197 figures
Stock-related
key
working
capital
Net
-77 -98 Adjusted
diluted
EPS,
NOK
0.04 0.03 0.13 0.10
interest-bearing
debt
(NIBD)
Net
231 125 Total
number
of
shares
issued
('000)
452,050 442,224
debt
(Gearing
ratio)
Net
to
EBITDA
0.6x 0.4x Total
number
of
shares
('000)
treasury
1,850 1,868
Cash
Flow
ESG
data
Operating
activities
102 59 241 186 Employees
(FTE)
2,240 2,185
Adjusted
free
cash
flow
78 34 173 118 Gender
diversity
(F/M)
58/42 58/42
Investing
activities
-90 -64 -223 -293 Gender
diversity,
managerial
(F/M)
46/54 48/52
Financing
activities
-41 -137 -79 116 Employee
engagement
score (EES)
83 80
Cash
flow
for
the
period
-28 -142 -61 8

ECIT Performance

Page | 6

INTERIM REPORT Q3 2022

Financial Review – Group Performance

EBITDA & Margin

Adjusted profit for the period

Results for the first nine months

Revenue

For the first nine months of 2022, revenue amounted to NOK 2,115 million compared to NOK 1,735 million in 2021, representing total growth of 21.9% (33.6%), of which 9.3% was organic growth (6.8%).

The M&A growth represents 14.1% (28.7%). The M&A growth may fluctuate year-on-year as a consequence of when acquisitions are completed during the year. The Norian Group acquisition in April 2021 mainly explains the higher growth last year.

The impact of the development in foreign exchange rates was minus 1.5% for 2022 (minus 1.9%).

Norway is the largest market ECIT operates in and represents approx. 67% (64%) of the total revenue in 2022. The second-largest market is Sweden representing approx. 16% in 2022 compared to 15% last year. Further geographical and division disclosures in section 2.1.

Revenue for the year per division compared to the same period last year is specified below. All operational divisions delivered positive revenue growth.

(NOKm)
Revenue
YTD
2022
YTD
2021
division
F&A
1,133 982
division
IT
953 780
Tech
division
116 68
Group
eliminations
&
-87 -95
Total 2,115 1,735

EBITDA before special items

EBITDA for the period amounted to NOK 283 million compared to NOK 226 million last year, representing an increase of 24.9%.

EBITDA per division compared to last year's period is specified below.

EBITDA
(NOKm)
YTD
2022
YTD
2021
division
F&A
185 162
division
IT
112 84
Tech
division
0 -6
Group
eliminations
&
-14 -14
Total 283 226

Special items

Special items consist of costs that, by nature, are unrelated to the Group's ordinary operations.

Special items incurred in the first nine months consist mainly of acquisition-related transaction costs. Special item costs amount to NOK 11 million compared to NOK 8 million last year.

Amortisations and depreciations

The amortisation and depreciation for 2022 amount to NOK 137 million compared to NOK 120 million for the same period last year. The increase in amortisation and depreciation comes from acquired companies, increasing amortisations on customer contracts.

Financial items

The financial items totalled a net income of NOK 7 million for the first nine months of 2022 compared to a net financial expense of NOK 12 million last year.

Net income comprises mainly a gain of NOK ~25 million related to the divestment of the associated company, 'Cloud Connection AS', and the F&A subsidiary, 'ECIT Invent AS'. Interest expenses are higher than in 2021 due to increased external financing and higher interest rates.

(NOKm) YTD
2022
YTD
2021
Financial
income:
Interest
income
7 1
Exchange
rate
income
4 8
Profit
on disposal
of
associated
company
25 0
from
associated
Income
companies 1 0
financial
income
Other
0 3
Total
financial
income
37 12
Financial
expenses:
Interest
expenses
-21 -9
Exchange
rate
expenses
-8 -9
IPO
expenses
0 -4
financial
Other
expenses
-1 -2
Total
financial
expenses
-30 -24
Financial
items,
net
7 -12

Tax on profit for the period

The effective tax rate for the first nine months of 2022 is 22.4% (2021: 25.3%). The lower effective tax-rate in 2022 can be explained by the non-taxable gain coming from divestments.

Profit for the period

Profit for the first nine months was NOK 110 million (NOK 64 million).

Profit for the period is mainly impacted by the gain from the divestment of the associated company' Cloud Connection AS' and the F&A subsidiary 'ECIT Invent AS'.

An adjusted profit for the period has been made to illustrate the impact of the one-off items.

YTD
2022
YTD
2021
110 64
11 8
-25 0
0 4
97 76
59 42
38 34
60.5% 55.5%
39.5% 44.5%

Compared to our average ownership measured at revenue and EBITDA of 67.9% on 30th September 2022 (64.1%), the majority ownership measured at the adjusted profit of the period is 60.5% (55.5%). The development to last year can mainly be explained by option agreements exercised during the previous 12 months.

Diluted adjusted earnings per share

The improvement in earnings per share compared to last year can be explained by a combination of increased profit for the period and a higher majority share of ownership.

Adjusted earnings per share last twelve months show an increase of 55.4%. The growth comes from the increase in ownership; hence the majority share of adjusted profit for the previous twelve months equals 53.1% (43.2%).

(NOKm) YTD
2022
YTD
2021
Profit
of
the
period
110 64
Shareholders
in
ECIT
AS
65 30
Non-controlling
interests
45 34
Adjusted
profit
of
the
period
97 76
Shareholders
in
ECIT
AS
59 42
Non-controlling
interests
38 34
('000
shares)
number
of
shares
Average
of
Average
number
treasury
448,753 415,615
shares -1,514 -4,918
Diluted
of
average number
shares
in
cirkulation
447,238 410,697
(NOK
1)
EPS 0.14 0.07
Diluted
EPS
0.15 0.07
Adjusted
EPS
0.13 0.10
Adjusted
diluted
EPS
0.13 0.10
(NOK
1)
Adjusted
EPS,
LTM
0.18 0.11
Adjusted
diluted
EPS,
LTM
0.18 0.12

Cash flow & Net working capital

Cash flow summary

(NOKm) YTD
2022
YTD
2021
Cash
flow
from
operations
Cash
flow
from
investing
flow
from
financing
Cash
241
-223
-79
186
-293
116
Cash
flow
for
the
period
-61 8
Cash
flow
from
operations
241 186
Special
items
11 8
Net
investments
in
tangible
total
assets,
-13 -15
of
liabilities
Repayment
lease
-66 -61
Free
cash
flow
173 118

Cash flow from operating activities in the first nine months of 2022 represents NOK 241 million compared to NOK 186 million last year.

The development to last year can be explained by improved operating performance and improved net working capital.

Cash flow from investing activities represents an outflow of NOK 223 million (NOK 293 million).

Acquired subsidiaries are the most significant component in cash flow from investing activities, amounting to NOK 161 million compared to NOK 264 million last year. The acquisition of Norian Group in April 2021 is the main explanation behind the higher amount last year.

Investing activities are expected to increase in Q4 2022 because of the acquisition of Intunor Services AS in November.

On 30th September 2022, the cash flow from operating activities of NOK 241 million covered our total investing activities of NOK -223 million.

Cash flow from financing activities ended at a cash outflow of NOK 79 million compared to a positive NOK 116 million last year. The main explanation for last year's balance is the capital increase made as part of the listing of ECIT in May (representing NOK 382 million).

Free cash flow (cash flow from operations less investments in tangible assets & IFRS 16 leases and before special items) is NOK 173 million compared to NOK 118 million last year, which corresponds to a growth of 46.7%.

Thus, last year's figures would have been at NOK 151 million if adjusted for Covid-19 since most prolonged payments were paid during 2021.

Net working capital

Changes in net working capital for the first nine months of 2022 ended at positive NOK 14 million compared to negative NOK 2 million last year. Last year's figures would have been NOK 31 million if adjusted for Covid-19.

Change
in
NWC
(NOKm)
YTD
2022
YTD
2021
receivables
Accounts
-4 12
Accounts
payable
Covid-19
Delayed
payments,
7
-1
-19
-33
Other
change
in
NWC
in
Total
change
NWC
12
14
38
-2
Delayed
payments,
Covid-19
Adjusted
change
in
NWC
1
15
33
31

In Q2 2022, the net working capital was higher than usual because of a difference in the timing of invoicing. The opposite development was recognised in Q3 2022 (as expected), and the change in net working capital measured year-to-date is now in line with management expectations.

Last year's positive development in trade receivables and the opposite development in trade payables can be explained by high IT hardware sales in December 2020, which subsequently were collected/paid during 2021.

Capital structure & finances

ECIT shareholder's share of equity

On 30th September 2022, ECIT AS shareholders' equity share was NOK 1,264 million (2021: NOK 1,204 million).

ECIT's portfolio of treasury shares was 1,849,984 shares on 30th September 2022 (1,867,865 shares on 30th September 2021).

Treasury shares are often used as part-payment financing acquisitions and as payment-exercising options towards existing subsidiaries.

In Q3 2022, a share-buy-back program was initiated. Under the program that ended on 16th November 2022, 1,204,672 shares were acquired at an average price of NOK 6.64.

The ordinary annual dividend for 2021 amounted to NOK 0.04 per share and was paid out to the shareholders in April 2022.

Net interest-bearing debt ('NIBD')

The net interest-bearing debt amounts to NOK 231 million as of 30th September 2022, compared to NOK 125 million last year.

The financial gearing ratio (NIBD/EBITDA) is 0.6x per 30th September 2022, compared to 0.4x last year.

Leasing liabilities (IFRS16 lease accounting) have a material impact on the financial liabilities of ECIT. Lease liabilities consist mainly of office rentals.

(NOKm) YTD
2022
YTD
2021
Borrowings 307 190
Lease liabilities 192 239
Total
interest-bearing
liabilities
499 428
Interest-bearing
receivables
62 56
equivalents
Cash
and
cash
207 248
interest-bearing
Total
assets
269 304
(-)
Net debt
/
Net cash
231 125
EBITDA, LTM 407 333
Debt
leverage
0.6x 0.4x

ECIT has the option to acquire the minority shares in the partly owned subsidiaries within an agreed period. Most options can be utilised at a price based on last year's EBITDA multiplied by a fixed factor.

The minority option obligation (i.e., the price to exercise all options to 100%) as of 30th September 2022 is estimated to be NOK 460 million compared to NOK 458 million as of 31st December 2021. The option obligation is not part of the NIBD statement.

Capital allocation policy

Executive Management and the Board of Directors monitor the capital structure to ensure that the Group's capital resources support the strategic goals and maximise shareholder returns.

The capital allocation policy below outlines the priority for the allocation of free cash flow:

  1. Repayment of NIBD in periods when the financial gearing is above the limit range,

    1. Value-adding investments, acquisitions, or development of existing business,
    1. Distribution to shareholders, including dividends and share buybacks.

Credit facility

As of 30th September 2022, NOK 287 million of the credit facility has been utilised, leaving an undrawn balance of NOK 463 million.

The leasing facility has been utilised for NOK 10 million, and the total available amount is NOK 40 million.

(NOKm) YTD
2022
YTD
2021
Revolving
facility
gross
Revolving
facility
utilized
Net revolving
facility
available
750
-287
463
475
-123
352
Leasing
facility
gross
Leasing
facility
utilized
Net leasing
facility
available
50
-10
40
50
-12
38

Hedging reserve

To hedge against interest rate risks, ECIT has an interest rate swap contract representing NOK 100 million. The Group's debt is managed centrally by its Treasury department.

The hedging reserve comprises the fair value of hedging instruments qualifying for hedge accounting. As of 30th September 2022, NOK 1.5 million has been recognised in the equity statement.

F&A Division

Highlights

  • The F&A division delivered total YTD revenue growth of 15.4% compared to 35.7% last year.
  • The activity level is back at pre-Covid-19.
  • The division delivered improved organic revenue growth for the quarter and is also ahead of last year measured at year-to-date.
  • High M&A activity during 2022, including the acquisitions of Xacct Accounting AS, Tandem AS, and Intunor Services AS, representing NOK 218 million in annual revenue. The acquisition of Norian Group explains the high M&A growth last year.
  • Consolidation processes and acquired companies affect the EBITDA-margin as large mergers requires time before integration is fully done.

Organic revenue growth ahead of last year - activity level is back at pre-Covid 19.

Slight EBITDA margin decrease given effects from consolidation and acquired companies.

Total revenue (NOKm)

EBITDA & EBITDA margin (%)

Q3 2022 Q3 2021 YTD 2022 YTD 2021
(NOKm) 2022 % 2021 % 2022 % 2021 %
Total revenue growth 9.5% 42.5% 15.4% 33.7%
Total EBITDA growth 1.6% 26.8% 14.3% 36.1%
Revenue 340 100.0% 313 100.0% 1,133 100.0% 982 100.0%
COGS -27 8.0% -21 6.7% -96 8.5% -69 7.0%
Gross Profit 313 92.0% 292 93.3% 1,037 91.5% 912 92.9%
Personnel expenses -218 64.1% -197 62.9% -699 61.7% -628 64.0%
Other operating costs -42 12.3% -42 13.4% -152 13.5% -123 12.5%
EBITDA 53 15.5% 52 16.6% 185 16.3% 162 16.5%
EBITDA-% 15.5% 16.7% 16.3% 16.7%

IT Division

Highlights

  • Continued stable demand for our IT solutions and services across all countries.
  • A large order delivered in September has a positive impact on Q3 financials.
  • The revenue growth throughout the year has been affected by postponed IT hardware deliveries (global supply challenge). The delivery outlook is expected to improve gradually during the remainder of 2022 and 2023.
  • A large part of the IT division was merged during 2022 representing a total revenue of approx. NOK 700 million and more than 200 FTEs. The consolidation process is progressing as planned.
  • The overall demand for skilled employees in the IT industry is high. Measures are taken to keep our personnel satisfied to attract new talent but equally essential to keep the existing talents within the division.

Solid demand for our IT solutions and services.

Larger orders delivered in September has a positive impact on Q3 financials.

The process of consolidation is progressing as planned.

Total revenue (NOKm)

EBITDA & EBITDA-margin (%)

Q3 2022 Q3 2021 YTD 2022 YTD 2021
(NOKm) 2022 % 2021 % 2022
2021
%
%
Total
revenue growth
30.5% 19.5% 22.2% 27.7%
Total
EBITDA
growth
36.6% 34.6% 33.0% 27.3%
Revenue 323 100.0% 247 100.0% 953 100.0% 780 100.0%
COGS -123 38.0% -94 38.1% -344 36.1% -309 39.6%
Gross
Profit
200 62.1% 154 62.3% 609 63.9% 473 60.6%
Personnel
expenses*
-130 40.3% -100 40.5% -431 45.3% -333 42.7%
Other
operating
costs
-22 6.9% -19 7.7% -66 7.0% -54 6.9%
EBITDA 48 14.8% 35 14.2% 112 11.7% 84 10.8%
EBITDA-% 14.8% 14.0% 11.7% 10.8%

Notes:

Personnel expenses include cost to external consultants

Tech Division

Highlights

  • The Tech division continues the revenue growth in Q3 - YTD growth representing almost 70% (47.1%)
  • The growth results from the gradual implementation of ECIT-owned software and increased external demand for the various solutions and services offered by the division.
  • The amount of non-recurring revenue has increased, mainly related to consulting and services in connection with the use of our software.
  • Our Danish payroll system Intect has now been launched in the Swedish market.
  • ECIT Digital, our invoicing machine learning (ML) solution introduced in 2021, is gradually serving more and more customers.

The Tech division has during 2022 displayed solid growth establishing new products as well as growing existing products and services.

YTD revenue growth representing 69.8% (47.1%).

Annual recurring revenue (NOKm)

Q3 2022 Q3 2021 YTD 2022 YTD 2021
(NOKm) 2022 % 2021 % 2022 % 2021 %
Total
revenue growth
67.3% 45.8% 69.8% 47.1%
Revenue 39 100.0% 23 100.0% 116 100.0% 68 100.0%
COGS -15 37.8% -6 26.1% -44 37.6% -15 22.1%
Profit
Gross
24 62.2% 17 73.9% 72 61.7% 53 77.9%
Personnel
expenses
-16 41.8% -12 52.2% -52 44.7% -43 63.2%
operating
Other
costs
-6 14.9% -5 21.7% -20 17.6% -16 23.5%
EBITDA* 2 4.9% 0 0.0% 0 0.0% -6 -8.8%
Capitalized
software
-10 25.4% -6 26.1% -32 27.6% -14 20.6%
EBITDA-%* 4.9% 1.7% -0.4% -8.8%
Notes: Page 13

ARR = Annual recurring revenue (ARR) refers to revenue, normalised on an annual basis

Shareholder information

Page | 14

INTERIM REPORT Q3 2022

Shareholder information

Shareholders per type

Share capital

The total share capital on 30th September 2022 consists of 452,050,049 shares of nominal NOK 1 each. There are three share classes, whereas the B-shares are subject to trade on the Euronext Growth stock exchange.

Treasury shares

A total of 822,026 treasury shares were sold during the first nine months of 2022.

A total of 1,493,168 treasury shares were acquired during the first nine months of 2022. In Q3 2022, 813,168 shares were acquired related to the share buyback program at an average price of 6.61 NOK.

On 30th September 2022, 1,849,984 shares were held as treasury shares, corresponding to 0.4% of the share capital.

Dividends

The ordinary annual dividend for 2021 amounted to NOK 0.04 per share and was paid out to the shareholders in April 2022.

Shareholders

ECIT has the philosophy that local ownership will create a more robust group, which reflects the many minority owners in the Group. Another, and equally important, philosophy is that if the local management and employees also own part of the Group, this will create even better unity across the Group.

The philosophy is visible in the composition of shareholders in the Group. Employees and management own 58% of the shares. The top management represents 18%, and employees and partners within the Group represent more than 40% of the shares.

When ECIT became listed on 20th May 2021, a lock-up period for certain shareholders was established.

Our shareholders are mainly located in the Nordic countries in Europe, with approx. Two-thirds of our shareholders are in Norway. CEO Peter Lauring holds, however, 49.9% of the voting shares of the Group.

Page | 15

Condensed Consolidated Interim Financial Statements

Page | 16

INTERIM REPORT Q3 2022

Income statement

(NOKm) Note Q3
2022
2022
%
Q3
2021
2021
%
YTD
2022
2022
%
YTD
2021
2021
%
Revenue 2.1 672 100.0% 557 100.0% 2,115 100.0% 1,735 100.0%
COGS -153 22.8% -114 20.4% -466 22.0% -374 21.6%
Profit
Gross
519 77.2% 443 79.6% 1,649 78.0% 1,361 78.4%
Personnel
expenses
-376 55.9% -319 57.3% -1,218 57.6% -1,015 58.5%
Other
operating
costs
-45 6.7% -43 7.8% -148 7.0% -120 6.9%
EBITDA 99 14.7% 80 14.4% 283 13.4% 226 13.0%
Amortisations
of
intangible
assets
-16 2.4% -17 3.0% -58 2.7% -46 2.6%
Depreciations
of
tangible
assets
-28 4.1% -27 4.9% -79 3.7% -75 4.3%
EBIT 55 8.1% 36 6.5% 146 6.9% 106 6.1%
Special
items,
net
2.2 -2 0.4% 0 0.0% -11 0.5% -8 0.5%
Financial
income
19 2.9% 5 0.8% 37 1.8% 12 0.7%
Financial
expenses
-13 2.0% -6 1.2% -30 1.4% -24 1.4%
Profit
before
tax
58 8.6% 35 6.2% 142 6.7% 86 4.9%
on profit
for
period
Tax
the
2.3 -13 2.0% -10 1.8% -32 1.5% -22 1.3%
Profit
for
the
period
45 6.7% 25 4.4% 110 5.2% 64 3.7%
Attributeable
to:
Shareholders
in
ECIT
AS
25 55.6% 14 55.9% 65 59.0% 30 47.0%
Non-controlling
interests
20 44.4% 11 44.1% 45 41.0% 34 53.0%

Statement of Other comprehensive income

(NOKm) Note Q3
2022
Q3
2021
YTD
2022
YTD
2021
Profit
for
the
period
45 25 110 64
Items
that
may be
reclassified
to
the
income
statement:
Foreign
exchange
adjustments
of
subsidiaries
6 -6 14 -9
Value
adjustment
hedges
2 0 2 0
Other
comprehensive
income
8 -6 16 -9
comprehensive
income
Total
53 19 126 55
Note Q3
2022
Q3
2021
YTD
2022
YTD
2021
3.2 0.06 0.03 0.14 0.07
3.2 0.06 0.03 0.15 0.07
3.2 0.04 0.03 0.13 0.10
3.2 0.04 0.03 0.13 0.10

Cash Flow Statement

(NOKm) Note Q3
2022
Q3
2021
YTD
2022
YTD
2021
(NOKm)
Note
Q3
2022
Q3
2021
YTD
2022
YTD
2021
Profit
before
tax
58 35 142 86 Repayment
of
lease
liabilities
-21 -20 -66 -61
Amortizations
Depreciations
&
44 44 137 120 credit
facilities
Loans
and
-5 -7 81 -2
Special
items
2 0 11 8 Interests
received
4 1 8 7
Financial
items
-6 2 -7 12 Interests
paid
-9 -3 -20 -13
EBITDA 99 80 283 226 Capital
increase
0 4 0 382
Sale
and
purchase
of
treasury
Special
items
-2 0 -11 -8 shares -5 -1 -5 2
Corporation
tax,
paid
-6 0 -44 -30 Transactions
with
minorities
-3 -41 9 -64
Change
in
net
working
capital
11 -21 14 -2 Dividends
to
ECIT
shareholders
0 -65 -18 -65
Cash
flow
from
operating
Dividends
to
minority
shareholders
-2 -6 -67 -71
activities
(A)
102 59 241 186 flow
from
financing
activities
Cash
-41 -137 -79 116
Investments
in
tangible
assets
-5 -5 -13 -15 flow
for
period
Cash
the
-28 -142 -61 8
Investments
in
software
-12 -4 -36 -13
in
subsidairies
Investments
4.1 -48 -39 -161 -264 equivalents
Cash
and
cash
Investments
in
other
activities
-23 -21 -25 -21 beginning
of
period
234 393 265 246
Gain
on other
activities
0 0 15 9 Cash
flow
for
the
period
-28 -142 -61 8
in
financial
Change
other
assets
-1 5 -3 11 Currency
translation
adjustments
1 -3 3 -7
flow
from
investing
Cash
activities
(B)
-90 -64 -223 -293 equivalents
Cash
and
cash
end
of
period
207 248 207 248
Cash
flow
from
operating
and
investing
activities
(A+B)
12 -5 18 -107

Balance Sheet

(NOKm) Note 30
SEP
2022
30
SEP
2021
FY
2021
(NOKm) Note 30
SEP
2022
30
SEP
2021
FY
2021
Goodwill 1,134 956 955 Share
capital
3.1 452 443 445
Customer
contracts
352 331 335 Treasury
shares
-2 -2 -1
Software 134 104 113 Reserves
and
retained
earnings
816 763 754
Total
non-current
intangible
assets
1,620 1,391 1,434 Total
ECIT
AS
shareholders
share
of
equity
1,266 1,204 1,198
buildings
equipment
Land,
and
44 54 50 Non-controlling
interest
233 197 165
Right-of-use
assets
183 230 226 Total
equity
1,500 1,401 1,363
tangible
Total
non-current
assets
227 284 276 liabilities
Lease
3.3 121 163 160
Other
financial
assets
93 66 67 Borrowings 3.3 296 157 181
Other
receivables,
interest
bearing
43 40 34 Provisions 31 29 26
Other
receivables
13 11 11 liabilites
Other
non-current
4 7 7
Deferred
tax
assets
29 18 31 Deferred
liabilities
tax
77 73 78
Total
non-current
financial
assets
178 135 112 liabilities
Total
non-current
529 430 451
Total
non-current
assets
2,025 1,810 1,822 Lease
liabilities
3.3 71 76 76
Inventories 12 15 12 Borrowings 3.3 11 32 36
receivables
Trade
343 295 325 Provisions 18 8 5
receivables
Tax
18 5 18 Tax
payables
61 31 59
receivables,
interest
bearing
Other
18 16 16 Trade
payables
120 101 111
Other
receivables
148 109 119 Deferred
income
60 39 40
Cash
and
cash
equivalents
3.3 207 248 265 Dividend 4 4 76
Total
current
assets
746 688 754 Other
current
liabilites
399 378 358
Total
assets
2,772 2,498 2,576 Total
current
liabilities
745 667 762
equity
liabilities
Total
and
2,773 2,498 2,576

Statement of Changes in Equity 2022

Share Not
reg.
Capital
Share Treasury Reserve
for
Retained Non
controlling
Total
(NOKm) Capital increase* premium shares hedging earnings Total interests equity
Equity
at
1
January
445 12 722 -1 0 20 1,198 165 1,363
Profit
for
the
year
0 0 0 0 0 65 65 45 110
Net
exchange
differences
recognized
in
OCI
0 0 0 0 0 13 13 1 15
Value
adjustments
of
hedging
instruments
0 0 0 0 2 0 2 0 2
Other
comprehensive
income
0 0 0 0 2 13 15 1 16
comprehensive
income
Total
0 0 0 0 2 78 80 47 126
Transactions
with
shareholders:
Capital
increase
registreded
7 0 46 0 0 0 52 0 52
Capital
increase
approved
registrered
not
0 -12 0 0 0 0 -12 0 -12
Dividends
distributed
0 0 0 0 0 0 0 -16 -16
of
Sale
and
purchase
treasury
shares
0 0 0 -1 0 -4 -5 0 -5
Addition
of
non-controlling
interests
0 0 0 0 0 0 0 37 37
Transactions
of
with
non-controlling
interests
shares
0 0 0 0 0 -40 -40 7 -34
Other
adjustments
0 0 0 0 0 -7 -7 -6 -12
transactions
with
Total
shareholders
7 -12 46 -1 0 -51 -11.6 22 10
Equity
at
30
September
2022
452 0 768 -2 2 47 1,266 233 1,500

Statement of Changes in Equity 2021

Share Not
reg.
Capital
Share Treasury Retained Non
controlling
Total
(NOKm) Capital increase* premium shares earnings Total interests equity
Equity
at
1
January
388 4 371 -8 55 811 161 1,783
Profit
for
the
year
0 0 0 0 30 30 34 64
Net
exchange
differences
recognized
in
OCI
0 0 0 0 -13 -13 4 -9
Other
comprehensive
income
0 0 0 0 -13 -13 4 -9
Total
comprehensive
income
0 0 0 0 17 17 38 55
Transactions
with
shareholders:
Capital
increase
registreded
55 0 356 0 0 410 0 410
Capital
increase
registrered
approved
not
0 16 0 0 0 16 0 16
Dividends
distributed
0 0 0 0 0 0 -6 -6
Sale
and
purchase
of
treasury
shares
0 0 0 6 28 34 0 34
Addition
of
non-controlling
interests
0 0 0 0 0 0 28 28
Transactions
of
with
non-controlling
interests
shares
0 0 0 0 -62 -62 -24 -86
IPO
Expenses
0 0 -25 0 4 -21 0 -21
Total
transactions
with
shareholders
55 16 331 6 -31 376 -3 374
Equity
30
September
2021
at
442 5 698 -4 67 1,204 197 1,400

Notes to the Condensed Consolidated Financial Statements

Page | 23

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS INTERIM REPORT Q3 2022

1. Basis for preparation

General information

ECIT (the Group) consists of ECIT AS (the company) and its subsidiaries. The head office is located in Oslo, Norway.

ECIT's condensed consolidated interim financial statements for the third quarter and first nine months of 2022 were authorised for issue by the board of directors on 16th November 2022.

Basis for preparation

The condensed consolidated interim financial statements for the nine months ended 30th September 2022 have been prepared in accordance with IAS 34 Interim Financial Reporting with requirements according to Norwegian GAAP "Forenklet IFRS". The interim consolidated financial statements do not include all the information and disclosures required in the annual financial statements. They should be read in conjunction with the Group's annual consolidated financial statements as of 31st December 2021.

In preparing the condensed consolidated interim financial statements, management makes various accounting estimates and judgements that form the basis of the presentation, recognition, and measurement of the Group's assets, liabilities, income, and expenses. The estimates and judgements made are based on historical experience and other factors that management assesses to be reliable but that, by nature, are associated with uncertainty and unpredictability and may prove incomplete or incorrect.

As a result of the uncertainties inherent in connection to the above, periodic adjustments may occur.

Reference is made to ECIT Group's 2021 Annual Report for a description of accounting policies; hence no changes has been initiated.

The condensed consolidated interim financial statements are unaudited.

2. Profit for the year

2.1 Segments information

Operating segments are defined by the operational and management structure of ECIT, derived from the type of services we deliver. Our operating segments reflect our division and Group reporting used for management decision-making.

Operating divisions

Three divisions carry out our business operations, forming our segment reporting.

Finance & Accounting

The F&A division delivery is divided into four services: Accounting, Payroll & HR, F&A management support, and Debt collection.

IT

Full-stack services provider serving as a one-stop-shop within IT through Managed Services, Hosting & Hybrid cloud, IT Consulting, and Digitalization.

Tech

The Tech division develops software applications primarily used in Finance & Accounting business.

Measurement of earnings by segment

Our business segments are measured and reported down to EBITDA before special items. Segment results are accounted for in the same way as in the consolidated financial statements.

Segment income/expenses comprise the items directly attributable to the individual segment and the items that may be allocated to the respective segment on a reliable basis.

Income and expenses relating to Group functions and investing activities are not included in the statement of segment information but are presented under 'Group & Elim.'.

Q3
2022
Q3
2021
(NOKm) F&A
Division
IT
Divsion
Tech
Division
Group
Elim.
&
Total F&A
Division
IT
Divsion
Tech
Division
Group
Elim.
&
Total
Revenue 340 323 39 -30 672 313 247 23 -26 557
COGS -27 -123 -15 12 -153 -21 -94 -6 7 -114
Profit
Gross
313 200 24 -19 519 292 154 17 -20 443
Personell
expenses
-218 -130 -16 -11 -376 -197 -100 -12 -10 -319
Other
operating
costs
-42 -22 -6 25 -45 -42 -19 -5 23 -43
EBITDA 53 48 2 -4 99 52 35 0 -7 80
Total
revenue growth
9.5% 30.5% 67.3% -14.6% 20.8% 42.5% 19.5% 45.8% -34.6% 35.6%
EBITDA-% 15.5% 14.8% 4.9% 13.0% 14.7% 16.7% 14.0% 1.7% -24.9% 14.4%

YTD
2022
YTD
2021
(NOKm) F&A
Division
IT
Divsion
Tech
Division
Group
Elim.
&
Total F&A
Division
IT
Divsion
Tech
Division
Group
Elim.
&
Total
Revenue 1,133 953 116 -87 2,115 982 780 68 -95 1,735
COGS -96 -344 -44 18 -466 -69 -309 -15 19 -374
Profit
Gross
1,037 609 72 -69 1,649 912 473 53 -77 1,361
Personell
expenses
-699 -431 -52 -36 -1,218 -628 -333 -43 -11 -1,015
Other
operating
costs
-152 -66 -20 91 -148 -123 -54 -16 73 -120
EBITDA 185 112 0 -14 283 162 84 -6 -14 226
Total
revenue growth
15.4% 22.2% 69.8% 7.9% 21.9% 35.7% 27.7% 47.1% -47.8% 32.6%
EBITDA-% 16.3% 11.7% -0.4% 16.3% 13.4% 16.7% 10.8% -8.8% -14.3% 13.0%
Geographical information Revenue Q3
2022
Q3
2021
YTD
2022
YTD
2021
ECIT operates throughout the northern part of Europe and has activities in 10 countries.
Our geographical information is presented as
follows:
Norway (NOKm) 448 349 1,411 1,107
Norway
Sweden 100 97 331 317

Sweden
Denmark 96 86 289 256
Denmark
Other 28 25 84 55

Other
Total 672 557 2,115 1,735
Other includes the United Kingdom, Germany, Finland, Poland, Lithuania, Serbia,
Romania.
and Q3 Q3 YTD YTD
2022 2021 2022 2021

Geographical information

  • Norway
  • Sweden
  • Denmark
  • Other

Income/expenses are allocated to the geographical areas according to the country in which the individual entity is based.

Intercompany transactions are made on an arm's length basis and excluded in tables to the right.

Revenue
(NOKm)
Q3
2022
Q3
2021
YTD
2022
YTD
2021
Norway 448 349 1,411 1,107
Sweden 100 97 331 317
Denmark 96 86 289 256
Other 28 25 84 55
Total 672 557 2,115 1,735
Q3 Q3 YTD YTD
EBITDA
(NOKm)
2022 2021 2022 2021
Norway 61 46 174 130
Sweden 13 17 51 50
Denmark 18 15 44 38
Other 7 2 14 8
Total 99 80 283 226

2.2 Special items

Special items are used in connection with the presentation of profit or loss for the year to distinguish consolidated operating profit from special items, which by their nature are not related to the Group's ordinary operations.

Special items comprise:

  • Transactions costs relating to the acquisition and divestment of enterprises
  • Restructuring costs and impairment costs relating to fundamental structural, procedural, and managerial reorganisations, as well as any related gains or losses on disposals

Management judgements and estimates

In classifying special items, judgement is applied to ensure that only non-recurring items are included.

(NOKm) Q3 Q3 YTD YTD
2022 2021 2022 2021
Transactions
costs
Restructuring
costs
Total
1
1
2
0
0
0
6
5
11
6
2
8

2.3 Tax

Tax for the period

Tax for the period comprises current and deferred tax on profit or loss and adjustments to previous years, including adjustments due to tax rulings.

The income statement recognises tax for the period unless the tax expense relates directly to items included in other comprehensive income or equity.

(NOKm) Q3
2022
Q3
2021
YTD
2022
YTD
2021
Profit before tax 58 35 142 86
Calculated tax on profit for the
period
12.8 7.6 31.2 18.8
Tax effect of:
Adjustment of calculated tax in
foreign group enterprises relative
to 22.0%
-0.2 0.6 -0.5 -0.2
Non-deductible expenses/non
taxable income
Non-deductible losses/non
0.3 0.4 0.9 0.8
taxable gain on shares -3.4 0.0 -5.6 0.0
Temporay differences, net 3.0 1.5 5.4 2.3
Other tax adjustments 0.6 -0.1 0.4 -0.1
Tax of the period 13.1 10.0 31.8 21.6
Effective tax rate 22.6% 29.0% 22.4% 25.3%

3. Capital and financial risk

3.1 Top 20 shareholders of ECIT AS

ECIT AS is owned through a multiple-share class structure. Peter Lauring, the CEO and Founder, is the largest owner holding 9.4% of the economic interest and 49.9% of the voting rights through CGL Holding AS and CGL Holding II AS. Management and employees hold approximately 58.3% of the shares in ECIT AS.

A-shares are not subject to listing but carry ten votes per share and are all owned by Peter Lauring. A-shares are to be converted to B-shares when Mr Lauring is no longer a part of ECIT or in case of a sale to a third party or listing of the A-shares.

B-shares carry one vote per share and are listed on Euronext Growth Oslo. Shareholders and active operational shareholders in the Group before listing are subject to lock up for 6 and 12 months after listing. Shares used as a part of an acquisition of a new subsidiary are usually subject to a lock-up period of 12 months from the acquisition date.

C-shares are not subject to listing and carry one vote per share. All C-shares are subject to lock up for 36 months after listing. 25% of each holder's C-shares may be converted to B-shares in December of each year upon the board's consent. After 36 months, C-shares may be converted to B-shares in connection with the annual general meeting.

('000) A-shares B-shares C-shares Total
shares
Ownership
in
%
Voting
share
Holding
Holding
CGL
AS
&
CGL
II
AS
41,336 1,212 42,548 9.4% 49.9%
Kapital
Varner
As
25,000 25,000 5.5% 3.0%
Services
Ic
2
As
24,423 24,423 5.4% 3.0%
Kapital
Bras
As
15,900 15,900 3.5% 1.9%
Paradigm
Capital
Value
Fund
15,872 15,872 3.5% 1.9%
Mikkel
Holding
Walde
Aps
198 15,525 15,723 3.4% 1.9%
Y-Not
Aps
125 14,840 14,990 3.3% 1.8%
Pensjon
Mp
Pk
10,622 10,622 2.4% 1.3%
Anglo
Supply
As
9,989 9,989 2.2% 1.2%
Deka
Gmbh
Investment
9,800 9,800 2.2% 1.2%
Paradigm
Capital
Value
LP
7,504 7,504 1.7% 0.9%
Long
Path
Partners
Lp
6,978 6,978 1.5% 0.8%
Veiby
Invest
As
6,566 6,566 1.5% 0.8%
Lön
Sverige
Pa
Kompetens
Ab
5,217 5,217 1.2% 0.6%
Equity
Loe
As
4,714 4,714 1.0% 0.6%
Infolink
Holding
As
4,503 4,503 1.0% 0.5%
Litu
As
4,261 4,261 0.9% 0.5%
Sewell
As
3,762 3,762 0.8% 0.5%
Mathiesen
Holding
af
2018
ApS
P
H
3,737 3,737 0.8% 0.5%
Ubs
(Private
Banking)
Ag
3,659 3,659 2.1% 0.4%
20
shareholder
total
Top
41,336 164,041 30,365 235,767 52.2% 73.3%
Other
shareholders
178,991 37,318 216,284 47.8% 26.7%
of
Total
number
shares
41,336 343,031 67,683 452,050 100.0% 100.0%

Notes:

CGL Holding AS & CGL Holding II AS consists of all shares held by Peter Lauring, companies he has the majority of shares in, and his relatives. Peter Lauring's maximum voting right of 49.9% according to ECIT's articles of association regardless of ownership.

Y-Not ApS consists of all shares held by Klaus Jensen, companies he has the majority of shares in and his relatives.

3.2 Earning per share

Earnings per share (EPS) are calculated according to IAS 33.

Three one-off items impact earnings per share in the first nine months of 2022: special item cost and profits from the divestment of the subsidiary ECIT Invent AS and associated company Cloud Connection. Last year's earnings per share were impacted by special items and IPO costs in the second quarter.

Q3 Q3 YTD YTD
(NOKm) 2022 2021 2022 2021
Profit
of
the
period
45 25 110 64
Shareholders
in
ECIT
AS
25 14 65 30
Non-controlling
interests
20 11 45 34
Adjusted
profit
of
the
period
33 25 97 76
Shareholders
in
ECIT
AS
17 14 59 42
Non-controlling
interests
16 11 38 34
('000
shares)
number
of
shares
Average
450,190 442,684 448,753 415,615
of
Average
number
treasury
shares -1,818 -2,883 -1,514 -4,918
Average
dilutive
effect
of
warrent/options 0 0 0 0
Diluted
average number
of
shares
in
cirkulation
448,372 439,800 447,238 410,697
(NOK
1)
EPS 0.06 0.03 0.14 0.07
Diluted
EPS
0.06 0.03 0.15 0.07
Adjusted
EPS
0.04 0.03 0.13 0.10
Adjusted
diluted
EPS
0.04 0.03 0.13 0.10

3.4 Net interest-bearing debt

The net interest-bearing debt amounts to NOK 231 million as of 30th September 2022, compared to a net cash balance of NOK 125 million last year.

(NOKm) YTD
2022
YTD
2021
Borrowings
Lease liabilities
307
192
190
239
Total interest-bearing liabilities 499 428
Interest-bearing receivables 62 56
Cash and cash equivalents 207 248
Total interest-bearing assets 269 304
Net debt / Net cash (-) 231 125
EBITDA, LTM 407 333
Debt leverage 0.6x 0.4x

3.4 Events after the reporting period

With reference to company announcement No. 105, Argus Kreditt AS has become part of ECIT as of the 19th October 2022. ECIT has acquired 90% of Argus Kreditt AS.

With reference to company announcement No. 110, Intunor Services AS has become part og ECIT as of the 10th November 2022. ECIT has acquired 50.1% of the shares in Intunor Services AS, including an option agreement to acquire the remaining 49.9% of the shares.

With reference to company announcement No. 114, ECIT has announced a new share buyback program that will run from 17th November 2022 until the end of trading on Euronext Growth on 22nd December 2022, both days inclusive. During the period, ECIT AS will buy treasury shares up to a maximum of NOK 4 million.

4. Acquisitions of the Group

4.1 Acquisitions during the first nine months

During the first nine months of 2022, ECIT has made six acquisitions, two in the F&A division, one in the Tech division, and three in the IT division.

Earnings impact

The six acquisitions made by the Group contributed NOK 53.5 million to the Group's YTD revenue and NOK 9.0 million to the Group's EBITDA, corresponding to an EBITDA -margin of 16.9%.

Transaction costs

Total transaction costs related to the acquisitions amount to NOK 6 million. Transaction costs are accounted for in the income statement as special items.

Acquired
companies
(NOKm)
Revenue
2021
Revenue
YTD
2022
PAT
YTD
2022
FTE
Accounting,
Xacct
Norway,
F&A
49.8 46.4 5.0 37
Catacloud,
Tech
Norway,
0.3 0.2 -1.0 2
Isonor
IT,
Norway,
IT
11.8 8.5 0.5 6
Tandem
AS,
Norway
F&A
49.0 37.7 5.4 33
Auto-Flow
ApS,
Denmark
IT
3.1 3.8 -1.4 14
ApS,
Denmark
Prosys
IT
9.8 8.2 0.7 5
Total 123.8 104.8 9.2 97

Net investments in subsidiaries

The acquisitions have been paid partly with cash and partly with shares through treasury shares or a capital increase.

Adjusted for the fair value of acquired cash, cash equivalents, and paid-out earn-out for prior acquisitions of NOK 6 million, the cash outflow for new subsidiaries amounted to NOK 203 million (outflow) during the first nine months of 2022.

Paid earn-out obligations are subject to prior acquisitions. The earn-out obligation for the new subsidiaries is due within the next 12 months.

(NOKm) Q3
2022
Q3
2021
YTD
2022
YTD
2021
Cash payment -70 -40 -186 -279
Sales of subsidiaries 14 0 14 0
Paid earn out obligation -2 0 -6 -17
Majority share of cash 10 1 17 32
Net investment in subsidairies -48 -39 -161 -264
New subsidiaries:
Share payment -1 -24 -1 -40
Cash payment -70 -40 -186 -279
Earn out obligation 0 0 -16 0
Investment in new subsidiaries -71 -64 -203 -319

Notes:

Revenue 2021 is proforma figures equal to figures presented in the local annual report Revenue and PAT YTD 2022 is proforma figures calculated from 1 January to the end of the period Majority share of cash equals the share of cash at the acquisition date owned by the Group

The fair value of acquired net assets and recognised goodwill

The table to the right gives the principal fair values of acquired assets and liabilities at the acquisition date.

The intangible assets mainly consist of goodwill and are primarily related to synergy effects from integration with ECIT's existing business. Goodwill is non-deductible for tax purposes.

Integration of the acquired companies is still ongoing. Consequently, net assets, including goodwill and other intangible assets, may be adjusted. Off-balance sheet items may be recognised for up to 12 months after the acquisition date in accordance with IFRS 3.

In April of 2021, the Group acquired Norian Group, which is a significant acquisition for the Group and therefore specified individually. In 2022, no single acquisitions were of a size that could be defined as significant.

(NOKm) Total
2022
Norian
Group
Other
2021
Total
2021
Software 1.1 4.6 20.7 25.3
Property,
plant
and
equipment
0.4 2.2 0.6 2.8
Financial
fixed
assets
0.0 0.0 8.2 8.2
Right-of-use
assets
11.3 56.0 0.0 56.0
Deferred
tax
0.1 2.1 0.2 2.3
Inventories 0.0 0.0 1.4 1.4
Trade
receivables
14.8 33.6 5.9 39.6
receivables
Other
23.1 163.3 1.8 165.1
equivalents
Cash
and
cash
18.9 33.4 5.5 38.9
Total
Assets
69.8 295.3 44.3 339.6
liabilities
Lease
11.3 56.0 0.0 56.0
Provisions 0.1 6.3 1.5 7.8
debt
Long-term
1.5 0.0 3.1 3.1
Trade
payables
2.8 27.8 1.5 29.2
Other
payables
36.5 184.0 15.6 199.6
Liabilities
Total
52.2 274.0 21.6 295.7
Non-controlling
interest'
share
of
acquired
net
assets
3.4 5.7 6.6 12.3
Acquired
net
assets
14.2 15.6 16.1 31.7
Cash
payments
185.8 279.0
Share
payments
0.7 36.2
Out
obligation
Earn
15.8 0.0
Goodwill
and
intangible
assets
arising
from
the
acquisition
188.0 283.6

Definition of Financial Highlights and Ratios

The management provides selected financial ratios and key figures in the report to allow the reader to understand the Group's underlying performance better. The alternative performance measures provided may be defined or calculated differently than for other companies.

Key figures for financial performance

Organic revenue growth = growth in companies where ECIT Group legally had control in both the actual period and the comparison period. Organic growth is calculated on a monthly basis.

Acquisitions impact = The impact on the total growth that relies on new acquisitions.

Currency translation = The impact on the total growth due to exchange rate changes.

Total revenue growth = Organic growth, acquisitions impact, and currency translation in total.

Proforma revenue = Proforma revenue equals revenue in the Group as all companies acquired within the year had been owned as of 1st January.

Recurring revenue = Recurring revenue is where the revenue is predictable, stable, and likely to continue. In general, it involves less risk and maximum revenue predictability.

Repeatable revenue = Repeated revenue is defined as somewhat predictable revenue (but can vary) and likely to continue due to the long customer relationships

Annualised recurring revenue (ARR) = Annual recurring revenue (ARR) refers to revenue, normalised on an annual basis, that is expected to be received from customers for providing them with products or services. Essentially, annual recurring revenue is a metric of predictable and recurring revenue generated by customers within the next twelve months.

EBITDA = Operating profit before amortisations, depreciation, financial items and taxes.

Proforma EBITDA, last twelve months = Proforma EBITDA equals EBITDA with all companies represented in all twelve months, no matter the date of acquirement.

Special items = Income or expense that by nature are not related to the Group's ordinary operation or investments in future activities.

Gross
profit
x 100
Gross
margin
= Net
revenue
before
special
EBITDA,
items
x 100
margin
EBITDA
= Net
revenue
Solvency
ratio
= Equity
of
reporting
end
period
x 100
Total
assets
end
of
reporting
period
Cash
investment
in
Capital
expenditure
in
%
of
revenue
= tangible
x 100
assets
Net
revenue
ratio
Leverage
= interest-bearing
Net
debt
Proforma
before
EBITDA,
special
items,
last
twelve
months
PAT
= Profit after-tax or net income.

Adjusted profit for the year = Adjusted profit for the year equals profit for the year before special items, IPO costs, and gain on portfolio investments. The management uses adjusted profit for the year to measure the performance of the Group, excluding one-off items.

Adjusted diluted earnings per share = Adjusted diluted earnings per share equals diluted earnings per share calculated at an adjusted profit for the year. The management uses adjusted diluted earnings per share to measure the performance of the Group, excluding oneoff items.

Adjusted diluted earnings per share, Last-Twelve-Months = Adjusted diluted earnings per share LTM equals diluted earnings per share calculated at an adjusted profit for the year for the last twelve months. The management uses adjusted diluted earnings per share to measure the performance of the Group, excluding oneoff items.

Net working capital = Receivables and other current operating assets less trade payables and other current operating liabilities. Tax payable and earn-out obligations are not included. Net working capital is not to be compared to the change in net working capital in the cash flow statement since the entry values of acquired companies are eliminated in the cash flow statement.

Net-interest-bearing-debt = consists of interest-bearing assets less interest-bearing debt. Interest-bearing debt consists mainly of bank loans (credit facility) and lease liabilities, whereas interest-bearing assets mainly consist of cash and outstanding loans to minority shareholders.

Leverage ratio = Proforma EBITDA last twelve months are used to match the full impact of new acquisitions on net interest-bearing debt.

Net investments in subsidiaries = Net cash payment corresponds to the cash payment for the shares, less cash included in the subsidiaries at the time of acquisition or sale. The effect of the new subsidiary's balance sheet is therefore eliminated.

Adjusted free cash flow = Cash flow from operating activities less IFRS16 leases and before investments in new subsidiaries, investments in software, and special items.

DSO = Days sales outstanding (DSO) is a measure of the average number of days a company takes to collect payment for a sale. DSO is determined by the number of days. DSO is calculated based on proforma revenue last twelve months.

CAPEX in % of revenue = Investments in tangible assets excluding lease agreements and additions from business combinations per cent of revenue.

Software in % of revenue = Investments in software excluding additions from business combinations per cent of revenue.

The number of customers = customers who have generated revenue for the Group within the last twelve months.

FTE = Calculated full-time employees.

The majority share of revenue and EBITDA = Shareholders of ECIT AS' share of revenue and EBITDA. The share is calculated on legal figures for the last twelve months (LTM) and with the ownership as of the end of the period.

Gender diversity = Gender diversity is measured between male, female and non-binary. Non-binary is not shown in the overview since the share of non-binary people in the Group is less than 1%.

Gender diversity, managerial = Managerial level is defined by people within ECIT Group with responsible of employees or with tasks considered as management level.

Financial ratios and key figures provided are important for ECIT and to stakeholders as is illustrates the underlying performance of ECIT.

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