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LINK Mobility Group Holding

Quarterly Report Nov 3, 2021

3655_rns_2021-11-03_46d84924-3652-4f4c-8197-abaa399e1f60.pdf

Quarterly Report

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LINK Mobility Group Holding ASA Interim financial report Third Quarter 2021

1

Highlights Third Quarter

  • Reported revenue of NOK 1,112 million, a 37% growth YoY
  • Organic revenue growth in local currency at 16%
  • Gross profit of NOK 325 million, a 57% growth YoY
  • All-time high gross profit margin of 29% also positively impacted by acquired entities
  • All-time high reported adjusted EBITDA of NOK 152 million, a 72% growth YoY
  • LINK has entered the US market, Message Broadcast fully consolidated from Q3 21
  • Added more than 3,100 new customer accounts organically
  • Message Broadcast won a large new utility customer in the US after quarter end
  • LINK specifies the growth trajectory in its forward-looking statement, reiterates 20% long term revenue growth target, expects 14-17% medium term revenue growth
  • LINK ranked established leader in Juniper Research's new CPaaS Competitor Leaderboard, clearly highlighting leading position in the industry

* Pro forma includes historical financials for acquired entities WebSMS, Tismi, MarketingPlatform, AMM and Message Broadcast for comparable data

Strong growth with US expansion

LINK Mobility (LINK) reports strong revenue growth of 37% to NOK 1,112 million in the third quarter of 2021 including acquired entities. Organic revenue growth in local currency was 16% and in-line with medium term growth targets. Gross profit increased 57% to NOK 325 million and the margin expanded to 29% from 25% in the same period last year, reflecting accretive contributions from acquired entities. Adjusted EBITDA grew 72% to NOK 152 million with margin at 13.7%. LINK reiterates its long-term forward-looking statement to 2024 and specifies its medium-term growth expectation in the 14-17% range.

LINK is experiencing increased demand for CPaaS solutions and is executing on its go-tomarket (GTM) strategy, which includes roll-out of self-sign-up (SSU) platforms and a further expansion of the partner network. The acquisition of Message Broadcast in the US is the start of acquisitions outside Europe and a beachhead for further M&A in the US. After quarter end, Message Broadcast won another new material contract with a large US utility company which has more than 4 million customers, further strengthening its position in that vertical.

Revenue is reported at NOK 1,112 million which translates into an organic revenue growth in local currency of 16% YoY. Global messaging revenue increased organically in local currency at 47%, positively impacting growth rates on total revenue. For the Enterprise segment, all markets rebounded after lockdowns imposed by the authorities due to the pandemic in the previous quarters except in France, where retail activity remained below normal levels.

All-time high gross profit of NOK 325 million. The gross profit margin expanded 400 basis points YoY with contribution from acquired entities. Organic gross profit growth in local currency was 7%, reflecting the larger proportion of global messaging volumes at a lower margin. Organic gross margin in the Enterprise segment was stable in Q3 21 compared to same period last year.

Reported adjusted EBITDA reached an all-time high of NOK 152 million and the adjusted EBITDA margin improved 2.8 percentage points to 13.7% YoY. Organic adjusted EBITDA declined slightly due to OPEX investments reflecting the current roll-out of GTM initiatives and commercialization of new CPaaS solutions in the market.

LINK was ranked an established leader in Juniper Research's new CPaaS Competitor Leaderboard in the quarter. The leaderboard clearly highlights LINK's leading position in the industry with customer relation management (CRM) platforms integration, ability to capitalize on growth in inbound contact center as a service (CCaaS) traffic and a strong M&A strategy including expansion to the US with Message Broadcast.

Messaging volumes increased 41% in the third quarter to 3 404 million compared to the same quarter last year, of which 17% organically. Correspondingly the proforma growth in messaging volumes was 18%.

Acquisitions and pro forma

LINK acquired Message Broadcast in the US, MarketingPlatform in Denmark and AMM in Italy during the second quarter 2021. The closing of these acquisitions, in addition to the closing of WebSMS in November 2020 and Tismi in March 2021, affects the last twelve months pro forma financials of the group. For the third quarter isolated, there are no proforma effects from acquired entities. The tables below show proforma figures (full-year effect of closed acquisitions) for Q3 21 and LTM Q3 21 in reported currency (NOK). The financials are based on management estimates given the information available.

NOK million
Q3 2021 LTM LINK Reported Closed acquisitions LINK Proforma
Revenue 4 154 336 4 489
Gross Profit 1 103 214 1 317
Adj EBITDA 500 116 616

Forwarding looking statement specified

LINK benefits from strong long-term market trends with increased demand for advanced CPaaS solutions and products. As LINK expands its go-to-market (GTM) initiatives and launches new products, demand is expected to support even higher growth. LINK is also executing on its M&A strategy with several near-term acquisitions closed in Europe and expansion to the US. This continuation of underlying long-term trends and progress on M&A, enable LINK to reiterate its forward-looking revenue and margin statement and commitment to its 20% long-term growth target in a mature CPaaS market with S-curve adoption of omnichannel solutions.

The pandemic has been a particular challenge for the retail sector, also observed in the current quarter with moderate volumes from retail in France. This has directly reduced LINK's medium-term growth rate and the pandemic has also delayed the GTM expansion across the footprint. LINK specifies its medium-term growth trajectory in the forward-looking statement at 14-17% based on the current market adoption of CPaaS products and GTM roll-out.

Forward looking statement
Amounts are in million NOK 2024
Pro forma revenue 10.000
Pro forma adjusted EBITDA* margin 15% - 17%

New contracts and market trends

During Q3 21, LINK added an estimated annual revenue contribution of NOK 74 million from 269 signed direct customer contracts, 21 signed partner framework agreements and 75 new partner customers.

LINK won an RFP for providing mobile communication services for a worldwide fashion retailer. LINK has transformed customer services for DNB through a solution that enables significantly less telephone support. LINK now forms part of the popular Emarsys omnichannel platform with a seamless messaging application. After quarter end, Message Broadcast won another large utility customer in the US with more than 4 million customer.

5

Financial Review (Figures in brackets refer to the same period last year)

Group income statement

Operating revenues amounted to NOK 1 112 million (NOK 815 million) or a reported growth of 37 percent versus same period last year including acquisitions. Organic revenue growth in local currency was 16 percent, currency translation negatively affected reported organic revenue growth in NOK by 4 percentage points. Global messaging revenue experienced solid growth in the current quarter, contributing positively to total revenue growth. The growth in revenue from the Global messaging segment was mainly due to higher aggregator volumes and further increase in traffic volumes from normalization of business after the pandemic. For the Enterprise segment, all markets rebounded after lockdowns imposed by the authorities due to the pandemic except in France, where retail activity remained below normal levels.

Reported gross profit of NOK 325 million or a growth of 57 percent. Gross profit margin was 29.3% in the current quarter, an increase of 3.9 percentage points mainly due to;

  • Impact of acquired companies with higher gross margin than LINK's original footprint
  • Stable organic gross profit margin in the enterprise segment
  • Higher portion of revenue deriving from lower margin aggregator segment compared to same period last year have a diluting effect on total gross profit margin

Total operating expenses amounted to NOK 173 million (NOK 118 million) or a growth of 33 percent. Organic growth in operating expenses was 6 percent mainly due to OPEX investments reflecting the current roll-out of GTM initiatives and commercialization of new

CPaaS products, which will support increased revenue growth going forward.

Adjusted EBITDA, before non-recurring cost, was reported at NOK 152 million (NOK 89 million) or 14 percent of total revenues (11 percent). Organically, adjusted EBITDA declined slightly YoY as investments in commercial capabilities supporting global expansion and future revenue growth offset organic growth in gross profit. Gross profit to adjusted EBITDA conversion was 47% compared to 43% same period last year.

EBITDA after non-recurring items was reported at NOK 92 million (NOK 85 million) after deduction of non-recurring cost of NOK 60 million (NOK 4 million) related to acquisitions, share option program and restructuring costs. The increase in non-recurring costs was mainly related to the management share-option program launched in October 2020 in connection with the IPO and costs related to higher M&A activity compared to same period last year.

Third quarter depreciation and amortization was NOK 101 million (53 million). The increase was attributable to depreciation of certain assets categories related to PPA for closed acquisitions and to a smaller extent internal R&D.

In the third quarter, net financial expenses were NOK 37 million (96 million). Comparison to the prior year is skewed by the implementation of hedge accounting from the first quarter of this year. Net interest expense was NOK 18 million less than the comparative period due to lower interest-bearing debt and refinanced debt facilities at improved terms. Please refer to note 2 for details regarding hedge accounting and note 5 for information regarding group debt.

Balance sheet, financing, and liquidity

Non-current assets amounted to NOK 8 792 million (NOK 5 576 million). The increase was attributable to the acquisitions of WebSMS, Tismi B.V., MarketingPlatform Aps, AMM S.p.A and Message Broadcast LLC compared to same quarter last year.

Trade and other receivables amounted to NOK 802 million (NOK 648 million). Most of the increase (NOK 148 million) was attributable to acquisitions. The remainder of the increase was attributable to timing of collections.

Cash and cash equivalents were NOK 766 million (NOK 626 million). The increase was due to cash generation from operations and cash from acquired entities of NOK 48 million.

Trade and other payables were reported at NOK 819 million (NOK 1 296 million). The decrease was largely attributable to last years repayment of a share premium of NOK 414 million as part of the IPO process which was reported as short-term payables in the third quarter of last year.

Total equity amounted to NOK 5 050 million (NOK 1 992 million) or 49 percent (29 percent) of balance sheet value. The increase is due to issuance of new equity in last years IPO.

Long-term liabilities amounted to NOK 4 407 million (NOK 3 464 million) consisting of external debt and deferred tax liability. Please see note 5 for more details.

Net cash from operating activities was NOK 47 million (NOK 61 million). Net cash from investing activities was negative NOK 63 million (negative NOK 18 million) as a result of the acquisition of the remaining shares connected to the squeeze-out in AMM and increased investment in R&D related to CPaaS platforms.

Net cash flow from financing activities was negative NOK 25 million (positive NOK 8 million) due to repayment of holdback amount for Spot Hit and external debt in AMM. LINK has not generated new interest-bearing debt in the quarter.

Condensed consolidated income statement

NOK '000 Note 03 2021 Q3 2020 YED 2021 YID 2020 Year 2020
Total operating revenues 1 112 030 814 598 3 112 994 2 498 701 3 539 231
Direct cost of services rendered -786 755 -607 524 -2 272 505 -1 862 308 -2 640 012
Gross profit 325 275 207 075 840 490 636 393 899 220
Payroll and related expenses -111 476 -60 177 -294 764 -183 959 -346 450
Other operating expenses -61 388 -58 139 -165 078 -181 030 -161 928
Adjusted EBITDA 152 411 88 759 380 648 271 404 390 842
Restructuring cost -4 062 -1 729 -16 760 -20 978 -47 400
Share based compensation 6 -43 113 -124 503 -34 711
Expenses related to acquisitions -13 279 -2 034 -56 312 -5 382 -15 123
EBITDA 91 956 84 996 183 073 245 044 293 607
Depreciation and amortization / -101 440 -52 939 -237 655 -160 442 -271 389
Operating profit (loss) -9 484 32 057 -54 583 84 602 22 218
Finance income and finance expenses
Net currency exchange gains (losses) 4 073 -37 686 -27 357 -221 471 -101 218
Net interest expense -37 521 -55 774 -80 104 -159 656 -207 093
Net other financial expenses -3 162
-36 610
-2 088
-95 548
-3 103
-110 564
-8 967
-390 095
-118 735
-427 047
Finance income (expense)
Profit (loss) before income tax -46 094 -63 491 -165 147 -305 493 -404 828
Income tax -31 485 -5 028 -15 771 -7 723 76 823
Profit (loss) for the period -77 580 -68 519 -180 918 -313 216 -328 005
Minority Interest Income -208
Owner's income -77 580 -68 519 -181 127 -313 216 -328 005
Earnings per share (NOK/share):
(Loss) earnings per share (NOK/share): -0,27 -0,26 -0,62 -1,17 -1,21
Diluted (loss) earnings per share -0,27 -0,26 -0,62 -1,17 -1,21

Condensed consolidated statement of comprehensive income

NOK '000 Q3 2021 Q3 2020 YTD 2021 YTD 2020 Year 2020
Profit (loss) for the period -77 580 -68 519 -180 918 -313 216 -328 005
Total effect - foreign exchange 35 698 45 557 17 206 372 573 134 373
Gains and losses net investment hedge
Tax on OCI that may be reclassified to P&L
636
3 543
29 004
-6 381
Total Other Comprehensive Income (OCI) 39 877 45 557 39 828 372 573 134 373
Total Comprehensive Income -37 702 -22 963 -141 090 59 356 -193 632
Attributable to:
Minority interest 166
Owner's equity -37 702 -22 962 -141 256 -304 807 -193 632

Condensed consolidated statement of financial position

NOK in thousand Note Q3 2021 Q3 2020 Year 2020
Assets
Non-current assets
Goodwill 5 619 308 3 686 882 3 982 843
Other intangible assets 2 967 218 1 778 811 1 823 494
Right-of-use-assets 41 107 20 112 26 513
Equipment and fixtures 19 958 20 631 25 083
Deferred tax assets 141 479 68 250 140 551
Other long term assets 2 966 1 614 1 313
Non-current assets 8 792 037 5 576 301 5 999 796
Current assets
Trade and other receivables 802 070 648 237 748 547
Cash and cash equivalents 766 164 626 346 952 144
Current assets 1 568 234 1 274 583 1 700 691
Total assets 10 360 271 6 850 885 7 700 487
Equity & Liabilities
Equity
Shareholders equity 5 050 231 1 991 981 4 303 974
Total equity 5 050 231 1 991 981 4 303 974
Long-term borrowings 5 3 758 739 3 127 162 2 078 515
IFRS 16 liability, non-current 5 44 007 13 969 30 624
Deferred tax liabilities 568 926 321 261 313 090
Other long term liabilities 5 34 855 1 443 2 398
Total non-current liabilities 4 406 527 3 463 835 2 424 628
Borrowings, short term 5 51 369 96 620 27 244
IFRS 16 liability, current 5 14 971 6 984 8 619
Trade and other payables 819 722 1 295 546 927 094
Tax payable 17 452 -4 082 8 928
Total current liabilities 903 514 1 395 068 971 885
Total liabilities 5 310 040 4 858 904 3 396 513
Total liabilities and equity 10 360 271 6 850 885 7 700 487

Condensed consolidated statement of changes in equity

Q3 2021 - YTD ('000 NOK) Note Share
capital
Share
premium
Other
equity
Retained
earnings
Other
reserves
Minority
interest
Total
equity
Total Opening Balance 1 355 4 875 968 185 496 -840 496 81 651 l 4 303 974
Changes in Net Income -181 099 180 -180 918
Other Comprehensive Income - -16 829 -43 56 885 -180 39 828
Total Comprehensive Income I l -16 829 -181 142 56 885 -141 090
Changes due to issue of stock 107 770 816 770 923
Changes due to repayment of equity
Share based payment - 116 420 - 116 420
Closing Balance 9 1 462 5 646 784 285 087 -1 021 638 138 536 5 050 231
Q3 2020 - YTD ('000 NOK) Note Share
capital
Share
premium
Other
equity
Retained
earnings
Other
reserves
Minority
interest
Total
equity
Total Opening Balance 1 081 2 725 406 109 431 -511 713 15 944 2 340 149
Changes in Net Income -313 216 -313 216
Other Comprehensive income l 373 794 -1 221 372 573
Total Comprehensive Income I 373 794 -313 216 -1 221 59 357
Closing Balance 9 - 1 991 981
Changes due to repayment of equity -13 -413 620 - I -413 633
Issue of ordinary shares 6 105 l 6 108

Condensed consolidated statement of cash flows

NOK '000 Note 03 2021 Q3 2020 YTD 2021 YTD 2020 Year 2020
Net cash flows from operating activities
Profit before income tax -46 094 -63 491 -165 147 -305 493 -404 828
Adjustments for:
Taxes paid -7 915 -9 850 -28 911 -29 761 -41 431
Finance income (expense) 36 610 95 548 110 566 390 095 427 047
Depreciation and amortization 101 440 52 939 237 655 160 442 271 389
Non-cash employee benefit - share based payments 39 233 116 420 34 711
Change in other provisions -6 870 4 504 -11 989 -14 111 -19 185
Change in trade and other receivables 14 946 -37 004 8 835 85 675 -8 383
Change in trade and other payables -84 312 18 638 -151 249 -48 147 104 513
Net cash flows from operating activities 46 976 61 286 116 118 238 699 363 832
Net cash flows from investing activities
Payment for equipment and fixtures -1 245 -1 798 165 -2 286 -9 255
Payment for intangible assets -28 445 -16 645 -81 889 -62 145 -105 817
Payment for acquisition of subsidiary, net of cash
acquired
8 -33 406 -1 838 312 -397 234
Purchase price adjustment subsidiary -3 791 -147 902
Net cash flows from investing activities -63 096 -18 443 -1 920 035 -68 222 -660 209
Net cash flows from financing activities
Proceeds on issue of shares -1 069 3 684 60 789 6 147 2 373 513
Repayment of equity -411 757
Proceeds from borrowings 5 0 34 664 1 670 020 586 062 2 687 634
Repayment of borrowings -19 057 -21 867 -40 413 -140 553 -3 259 081
Interest paid -869 -5 873 -39 386 -105 555 -243 386
Net cash flows from financing activities -24 887 7 755 1 643 848 337 021 1 135 309
Effect of foreign exchange rate changes -759 -1 785 -25 912 -28 350 -33 987
Net change in cash and cash equivalents -41 008 50 597 -160 068 507 498 838 932
Cash and equivalents at beginning of period 807 931 577 534 952 144 147 198 147 198
Cash and equivalents at end of the period 766 164 626 346 766 164 626 346 952 144

Selected notes to the accounts

Note 1 – General information

The Board of Directors approved the condensed interim financial statements for the nine months ended 30 September 2021 for publication on 3 November 2021. The Group financial statements have not been subject to audit or review by auditors.

LINK Mobility Group Holding ASA (LINK) is a public limited company registered in Norway. The Company is one of Europe's leading CPaaS providers within mobile communication, specializing in messaging and digital services. Headquartered in Oslo, Norway, the Group has 723 employees and operates in 19 countries.

Note 2 – Basis for preparation and significant accounting policies

The consolidated condensed interim financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), IAS 34 "Interim Financial Reporting." The condensed interim financial statements do not include all information and disclosures required in the annual financial statement and should be read in accordance with the Group's annual report for 2020, which has been prepared according to IFRS as adopted by the EU.

The preparation of interim financial statements requires the Group to make certain estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income, and expenses. Estimates and judgements are continually evaluated by the Group based on historical experience and other factors, including expectations of future events that are deemed to be reasonable under the circumstances. Actual results may differ from these estimates. The most significant judgements used in preparing these interim financial statements and the key areas of estimation uncertainty are the same as those applied in the consolidated annual report for 2020.

Goodwill and other Intangible assets with an indefinite useful economic life are not amortized but are tested annually for impairment. The company performs an impairment test for goodwill on an annual basis or when there are circumstances which would indicate that the carrying value of goodwill may be impaired. When assessing impairment, assets are grouped into cash generating units (CGU's).

The presentation currency of the consolidated financial statement is Norwegian kroner (NOK), which is also the functional currency of the parent company. Unless otherwise stated, amounts presented are in thousands of NOK

The accounting policies applied in the preparation of the consolidated interim financial statements are consistent with those applied in the preparation of the annual IFRS financial statements for the year ended December 31, 2020, except for the adoption of new and amended standards as set out below.

Hedging

The Group applies hedge accounting for hedges that meet the criteria for hedge accounting. The Group has a hedge of net investments in foreign operations.

At the inception of each hedge relationship, the Group designates and documents the hedge accounting relationship, risk management objective, and strategy for undertaking the hedge. The documentation includes identification of the hedging instrument, the hedged item or transaction, the nature of the risk being hedged, and how the entity will assess the hedging instrument's effectiveness in offsetting the exposure to change in the hedged item's fair value of cash flows attributable to the hedged risk. Such hedges are expected to be highly effective in achieving offsetting changes in fair value or cash flows and are assessed on an ongoing basis to determine that they have been highly effective throughout the financial reporting periods for which they were designated.

Hedge relationships that meet the requirements for hedge accounting are accounted for in the Group's consolidated financial statements as follows:

Hedge of a net investment

A hedge of a net investment in a foreign operation is accounted for in a similar way to a cash flow hedge. Foreign exchange gains or losses on the hedging instrument relating to the effective portion of the hedge are recognized directly in comprehensive income while any foreign exchange gains or losses relating to the ineffective portion are recognized in the income statement. On disposal of the foreign entity, the cumulative foreign exchange gains or losses recognized in other comprehensive income is reclassified to the income statement.

Exchange rate risk

Net investment hedge accounting is applied when possible.

For information related to amendments to standards, new standards, and interpretations effective from 01 January 2021, please refer to the Group Annual Report for 2020. None of the amendments, standards, or interpretations effective from 01 January 2021 have had a significant impact on the Group's consolidated interim financial information.

Note 3 – Segment reporting

The Group reports revenue, gross profit (revenue less direct costs), gross margin (gross profit divided by revenue) and adjusted EBITDA in functional operating segments to the Board of Directors (the Group's chief operating decision makers). While LINK uses all four measures to analyze performance, the Group's strategy of profitable growth means that adjusted EBITDA is the prevailing measure of performance (refer to alternate performance measures).

An examination of operating units based on market maturity and product development as well as geography identifies five natural reporting segments. These are Northern Europe, Western Europe, Central Europe, Northern America and Global Messaging; these represent market clusters. Generally, regions are segregated into similar geographic locations as these follow similar market trends. Global Messaging includes all regions with aggregator traffic; the other four have enterprise traffic.

The regions are:

Northern Europe

The Nordics is composed of Norway, Sweden, Denmark, Finland, and Baltics.

Central Europe

Central Europe is composed of Bulgaria, Romania, North Macedonia, Poland, Hungary, Germany, Austria, and the Netherlands.

Western Europe

Western Europe is composed of Spain, France, the United Kingdom, and Italy.

Northern America

Northern America is composed of the US market currently includes the entity Message Broadcast.

Global Messaging

Global messaging is comprised of non-enterprise traffic and is representative of either stand-alone business or as a component of revenues in countries included above. If a business is comprised of both enterprise and wholesale/aggregator transactions, the latter is segregated here. The Swiss operation Horisen Messaging is included here.

Wholesale/aggregator business is defined as an operating unit within LINK's industry, and that use LINK connections in markets where they do not have such connections themselves. This business can generally be referred to, at least partly, as a direct competitor that use LINK connections. Smaller local aggregators cannot be expected to be covered efficiently by Global Messaging and as such they are still subject to local handling (not a focus area though because they are generally low margin and switch easily).

NOK '000

Revenues by segment 03 2021 03-2020 YED 2021 YELD 2020 Year 2020
Northern Europe 322.478 272,480 928,043 817,714 1 169,382
Central Europe 271,155 173.602 783,889 514.295 765.980
Western Europe 306,759 265,784 881,518 799.931 1 125.316
North America 65,941 0,000 65.941 0,000 0,000
Global Messaging 145.697 102.733 453.604 366,761 478.553
Total revenues 1 112,030 814,598 3 112,994 2 498.701 3 539,231
Gross profit by segment 03 2021 03 2020 YELD 2021 YED 2020 Year 2020
Northern Europe 92.952 82.218 273,010 255.228 350.957
Central Europe 90,608 48.450 262,940 142.719 218,603
Western Europe 69,145 65.229 200.015 202,226 276,462
North America 57.795 0.000 57,795 0.000 0.000
Global Messaging 14.775 11.178 46.729 36,220 53.198
Total gross profit 325,275 207,075 840.490 636.393 899.220
Adj. EBITDA by segment 03-2021 03 2020 YELD 2021 YID 2020 Year 2020
Northern Europe 57,825 57,079 173.276 176,021 240,485
Central Europe 59,731 27,788 175,732 85,733 129,283
Western Europe 31,279 27,312 87,261 82,430 127,826
North America 34,233 0,000 34.233 0,000 0.000
Global Messaging 7,319 5,400 24,782 17,841 27.150
Group Costs -37,977 -28,820 -114,636 -90,622 -133,902
Total adjusted EBITDA 152,411 88.759 380,648 271,404 390,842
Reconciliation of adjusted
EBITDA to Group profit (loss)
before income tax
03-2021 03 2020 YETD 2021 YETDICAL COLLECT Year 2020
Adjusted EBITDA 152,411 88,759 380,648 271,404 390,842
Non-recurring items* -60,454 -3,763 -197.575 -26,360 -97,235
Depreciation and amortization -101,440 -52.939 -237,655 -160,442 -271,389
Operating profit -9,484 32,057 -54.583 84,602 22,218
Finance income (expense) -36,610 -95,548 -110.564 -390,095 -427,047
Profit (loss) before income tax -46.094 -63,491 -165,147 -305,493 -404,828

* Non-recurring items is comprised of amounts that relate entirely to the company. Costs related to mergers and acquisitions, personnel cost deemed to be non-recurring, restructuring expenses, advisors, licenses, and sales and marketing are included in this reconciliation line item (this list is not exhaustive).

Note 4 – Related party transactions

Balances and transactions between LINK Mobility Group Holding ASA and its subsidiaries, which are related parties of LINK Mobility Pecunia AS, have been eliminated on consolidation and are not disclosed in this note.

As of 30 September 2021, the Group has not entered into any transactions with related parties.

Note 5 – Debt

On 23rd June 2021 LINK issued EUR 170 million new bonds in LINK's outstanding 5-year senior unsecured 3.375% fixed rate bond issue, raising the total outstanding amount to EUR 370 million. The bonds were issued at par.

Non-current financial liabilities YTD 2021 YTD 2020 Year 2020
Debt to financial institutions 3 104 233 5 235
Bond loan 3 690 376 2 073 280
Lease liability 44 007 13 969 30 624
Hold-back 99 739 22 930
Other long-term liabilities 3 480 1 443 2 398
Total 3 837 601 3 142 574 2 111 538
Current liabilities YTD 2021 YTD 2020 Year 2020
Hold-back 16 350 24 340
Lease liability 14 971 6 984 8 619
Debt to financial institutions/bond loan* - 34 96 620 2 904
Total 31 288 103 604 35 863

* Instalments falling due within a 12-month period, including non-capitalised interest, are classified as current.

Note 6 – Options

In Q3 2021, a total expense of NOK 43 million was recognized in relation to the RSU and LTI program. Please refer to the annual report for 2020 regarding details for the respective option programs.

Note 7 – Depreciation and amortization

Depreciation and amortization are comprised of the following amounts:

Depriciation and amortization Q3 2021 Q3 2020 D'ADDREAD OF THE YTD 2020 Year 2020
Equipment and fixtures 1 887 1 778 5 246 5 375 7 975
Right-of-use-assets 4 953 2 447 12 675 7 827 24 348
Intangible assets acquisitions* 75 495 40 710 163 855 122 447 164 494
Intangible assets - subsidiaries** 19 104 8 005 55 879 24 793 74 572

Note 8 – Business combinations, updated Purchase Price Adjustments related to acquisitions

LINK acquired Message Broadcast, a leading provider of mission critical customer engagement solutions, headquartered in Newport Beach, California. The total consideration is adjusted downwards by NOK 1.6 million.

* Acquisitions: depreciation of allocated surplus values from purchase price allocations on acquisitions (Group level)

** Subsidiaries: depreciation of amounts booked in subsidiary balances. Includes book values from acquisitions

LINK finalized the acquisition of AMM S.p.A, a mobile communications company in Italy. LINK exercised its squeeze-out right pursuant to Italian rules in respect of the remaining ordinary shares in AMM not held by LINK and this process was completed in Q3 2021. The increase to the total consideration is NOK 36.7 million.

LINK acquired MarketingPlatform Aps, a developer of an omnichannel marketing platform with an integrated customer data platform (CDP), based in Vejen, Denmark. There are no adjustments to the total consideration presented in the second quarter.

NOK '000
Category AMM S.p.A. 7 MarketingPlatform Message Broadcast
Cash paid 191 835 32 276 1 596 241
Ordinary shares issued 75 309 567 644
Earn-out (estimated) 30 071
Total consideration 191 835 137 655 2 163 885
Fair value of assets identified AMM S.p.A. MarketingPlatform Message Broadcast
Customer relationships 44 788 806 339
Trademark 7 418
Technology 16 008 166 622 130 923
Deferred tax asset 1 248
Equipment and fixtures 120
Other non-current assets 182
Trade and other receivables 40 520 1 594 29 272
Cash and cash equivalents 39 666 - 7 807 12 293
Long-term borrowings* - 11 956 - 16 137
Deferred tax liability 16 383 - 29 540 - 196 825
Other long-term liabilities - 2 485
Trade and other payables - 36 277 - 6 617 - 9 338
Income tax payable - 993
Net identifiable assets acquired 81 674 108 115 772 846
Add: Goodwill 110 161 29 540 1 391 039
Net assets acquired 191 835 137 655 2 163 885

Note 9 – Earnings per share

The Group's earnings per share is calculated as below:

NOK '000 Q3 2021 - Q3 2020 Year 2020
Net (loss) income -77-580 - -68 519 -180 918 -313 216 -328 006
Non-controlling interests 0 l - 208
Owners of LINK Mobility Group Holding ASA -77 580 - -68 519 -181 127 -313 216 -328 006
Weighted average number of ordinary shares
(basic)
Q3 2021 Q3 2020 YTD 2021 YID 2020 Year 2020
lssued ordinary shares at 01 January 270 911 213 656 270 911 213 656 213 656
Effect of shares issued (07 January 2020) 219 219 219
Effect of shares issued (07 January 2020) 213 875 213 875 213 875
Share split (15 September 2020) 324 324 324
Effect of shares issued (15 September 2020) 53 200 53 200 53 200
Effect of shares issued (05 October 2020) 3 512
Effect of shares issued (16 November 2020)
Effect of shares issued (11 March 2021) 1 227 1 227
Effect of shares issued (31 May 2021) 1 688 1 688
Effect of shares issued (07 June 2021) 1 723 1 723
Effect of shares issued (24 June 2021) 16 755 16 755
Weighted average number of ordinary shares 292 304 267 399 292 304 267 399 270 911
Basic (loss) earnings per share (NOK) (0,27) (0,26) (0,62) (1,17) (1,21)
Weighted average number of ordinary shares
(diluted)
Q3 2021 Q3 2020 YTD 2021 YID 2020 Year 2020
Weighted average number of ordinary shares (basic) 292 304 267 399 292 304 267 399 270 911
Effect of share options on issue
Weighted average number of ordinary shares
(diluted)
292 304 267 399 292 304 267 399 270 911
Diluted (loss) earnings per share (NOK) (0,27) (0,26) (0,62) (1,17) (1,21)
Number of outstanding ordinary shares per 01.01 270 911 213 656 270 911 213 656 213 656
Number of outstanding ordinary shares per period
end
292 304 267 399 292 304 267 399 270 911

There were no preference shares at the end of FY2020.

ALTERNATIVE PERFORMANCE MEASURES ("APM'S")

The financial information in this report is prepared under International Financial Reporting Standards (IFRS), as adopted by the EU. To enhance the understanding of LINK's performance, the Group presents several alternative performance measures ("APM's"). An APM is defined by the European Securities and Markets Authority (ESMA) guidelines as a financial measure of historical or future financial performance, financial position, or cash flows, other than a financial measure defined or specified in the applicable financial reporting framework (IFRS).

Below, LINK presents certain APMs, including gross margin, EBITDA, adjusted EBITDA, and adjusted EBITDA margin. APMs such as EBITDA are commonly reported by companies in the markets in which LINK competes and are widely used by investors when comparing performance on a consistent basis without regard to factors such as depreciation and amortization, which can vary significantly, depending upon accounting methods (particularly when acquisitions have occurred) or based on non-operating factors.

LINK uses the following APMs:

Gross Profit

Gross Profit means revenues less direct costs of services rendered.

Gross margin

Gross margin means gross profit as a percentage of total operating revenues.

Adjusted EBITDA

Adjusted EBITDA means EBITDA adjusted by expenses related to significant onetime, non-recurring events such as acquisitions and restructuring activities, legal advisors, and share-based compensation. LINK has presented adjusted EBITDA in the consolidated statement of profit and loss because management believes the measure provides useful information regarding operating performance.

Adjusted EBITDA margin

Adjusted EBITDA margin is presented as adjusted EBITDA as a percentage of total operating revenues in the respective periods.

EBITDA

EBITDA means earnings before interest, taxes, amortization, depreciation, and impairments. LINK has presented EBITDA in the consolidated statement of profit and loss because management believes that the measure provides useful information regarding the Group's ability to service debt and to fund capital expenditures and provides a helpful measure for comparing its operating performance with that of other companies.

See below for a reconciliation of EBITDA to Adjusted EBITDA, and adjusted EBITDA margin.

NOK '000 03 2021 03 2020 YED 2021 YED 2020 Year 2020
Operating profit (loss, ("EBIT") -9 484 32 057 -54 583 84 602 22 218
Depreciation and amortization 101 440 52 939 237 655 160 442 271 389
EBITDA 91 956 84 996 183 073 245 044 293 607
Add: Restructuring cost 4 062 1 729 16 760 20 978 47 400
Add: Share based compensation 43 113 124 503 34 711
Add: Expenses related to acquisitions 13 279 2 034 56 312 5 382 15 123
Adjusted EBITDA 152 411 88 759 380 648 271 404 390 842
Operating revenues 1 112 030 814 598 3 112 994 2 498 701 3 539 231
Adjusted EBITDA 152 411 88 759 380 648 271 404 390 842
Adjusted EBITDA margin 13,7 % 10,9 % 12,2 % 10,9 % 11,0 %

Net debt

The Group monitors Net debt according to Bond loan terms which includes interestbearing debt and debt like arrangements. Net debt is derived from the balance sheet and consists of both current and non-current liabilities such as bond loan, other debt from financial institutions and current and non-current lease liabilities less cash and cash equivalents. Sellers credits, holdback and earn-outs are excluded as they are not interest-bearing.

Net debt/LTM Adjusted EBITDA

LINK measures leverage ratio as Net debt/Last Twelve Months Adjusted EBITDA. The measure provides useful information about the financial position. Due to the significant M&A activity LINK use Last Twelve Months Proforma Adjusted EBITDA to calculate net debt to present a comparable measure over time.

Below is a reconciliation of Net debt and Net debt/Adjusted EBITDA ratio*:

NOK '000 Q3 2021 Year 2020
Bond loan 3 690 376 2 073 280
Other long term -0 5 235
IFRS 16 liabilities 58 978 39 244
Less cash -766 164 -952 144
Net debt 2 983 190 1 165 615
LTM adjusted EBITDA (proforma)** 615 922 435 169
Net debt/LTM adjusted EBITDA 4.8 2.7

* The leverage definition of the legacy SFA agreement is not directly comparable with the Bond loan terms and is hence omitted for the historical periods

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