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Norva24 Group

Quarterly Report Aug 15, 2024

3086_ir_2024-08-15_ed359ec6-ea9c-440b-a0e9-01adc70e477e.pdf

Quarterly Report

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Interim report April – June 2024

Solid growth and margin improvement of 2.2 percentage points in the quarter

Financial highlights for the quarter

Total operating revenue NOK million

Adjusted EBITA NOK million

938 17.3% 9.2%

Growth

Total operating revenue

118 12.6%

(+2.2%-points)

Adjusted EBITA margin Percent

Growth

Currency adjusted organic

110

Net operating cash flow NOK million

Highlights per country

312

(+15.3% Y/Y*)

Total operating revenue

NOK million

314

(+2.5% Y/Y*)

Total operating revenue

NOK million

151

(+10.4% Y/Y*)

Total operating revenue

NOK million

Norway Germany Sweden Denmark

162

(+11.9% Y/Y*)

Total operating revenue

NOK million

17.1%

(+7.5%-points)

12.5%

(+6.6%-points)

(+2.2%-points)

11.3%

(-1.9%-points)

Adjusted EBITA margin Adjusted EBITA margin Adjusted EBITA margin Adjusted EBITA margin

*) Currency adjusted organic growth compared to the same quarter last year

17.3%

LTM Total operating revenue

NOK million

LTM Adjusted EBITA

NOK million

Highlights from the quarter

  • Solid growth in total operating revenue of 17.3%, driven by a currency adjusted organic growth of 9.2% and growth from acquisitions of 8.5%, currency effect reduces overall growth by 0.4%. Tailwind of +2.6% due to more working days in the quarter.
  • Total operating revenue amounted to NOK 937.6 million (799.4) for the quarter and NOK 1,707.6 million (1,504.0) for the first half year.
  • Significant margin improvements in the Scandinavian operations, resulting in an Adjusted EBITA margin improvement for the Group of 2.2 percentage points in the quarter compared to a weak quarter last year. Good development at some of the underperforming units.
  • Profit for the period before taxes was NOK 79.4 million (77.8) for the quarter and NOK 116.4 million (122.5) for the first half year.
  • Basic/Diluted earnings per share amounted to NOK 0.31 (0.31) for the quarter and NOK 0.43 (0.49) for the first half year.
  • Signed the acquisitions of Vitek Miljø AS, Nordic Powergroup Holding A/S (closed May 21) and Högtryckstjänst Syd AB (closed May 16) in the quarter, adding approximately NOK 350 million of yearly revenues. The acquisition of Vitek Miljø AS has been pending review by the Norwegian Competition Authority and it notified that it will continue its review on August 13, 2024. Thus it has not yet approved the acquisition. Comments to Norwegian Competition Authority will be submitted by Norva24.

This is information that Norva24 Group is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out on page 43. This interim report has not been reviewed by the Company's auditors.

CEO Letter

Solid growth and margin improvement in the quarter

It gives me great pleasure to report that the Norva24 team delivered a strong second quarter 2024 with solid currency adjusted organic- and acquisition driven growth, as well as improved margins.

We are the leading consolidator of the underground infrastructure maintenance (UIM) industry in Europe, and it is great to conclude that we have added around NOK 350 million in annual revenues from the three acquisitions signed during the quarter.

In Scandinavia, we saw significant improvements in the second quarter. Norway, Sweden and Denmark achieved solid growth and improved their margins by 2.2, 7.5 and 6.6 percentage points respectively. Germany, on the other hand, had a slow first half of the year, mainly caused by one large entity, where we have already taken corrective measures in early Q3. Combined, this resulted in an improvement in the Adjusted EBITA margin of 2.2 percentage points for the Group compared to the second quarter last year, and a currency adjusted organic growth of 9.2%.

The first half of the year is seasonally the weakest in terms of cash generation. In Q2 we had cash flows from operating activities of NOK 110 million, compared to NOK 133 million last year. The decline is driven by strong growth which resulted in an increased level of net working capital of NOK 71 million, which should reverse in the second half of 2024. In addition, we have initiated measures to reduce working capital in Germany and Denmark to improve the NWC levels to an acceptable level closer to the Group average.

We continue to work relentlessly on operational improvements, and I would like to take the opportunity to reiterate our three strategic initiatives:

    1. Price optimization, ensuring compensation for cost inflation
    1. Improved utilization of vehicles and personnel
  • Close follow-up of underperforming branches through benchmarking, people management and firm action plans

We see clear positive effects across all the three initiatives, and together with synergies from acquisitions, this will support lifting our margins to the mid-term target of 14-15%.

The markets Norva24 operates in are growing significantly above the general growth of the economy and are a-cyclical. The current economic environment with higher interest rates and higher inflation is only to a limited extent impacting market growth. All our four markets are experiencing continued strong growth, and our financial performance is therefore primarily dependent on operational execution. The differences in performance between our branches are directly linked to how well the branch is managed, where we see that the right manager can significantly improve an underperforming branch with structured work to optimize prices and utilization.

Finally, let me once again mention the massive remaining potential for consolidation we see in the underground infrastructure maintenance (UIM) market. We are the clear consolidation leader in Scandinavia and Germany with more than 50 acquisitions behind us, and I can assure you that our M&A pipeline stays rich. Our strong financial profile and attractive cash conversion combined with a net debt/pro forma LTM EBITDA of 2.2 underpins that we have the muscle to reach our 2025 revenue target of 4.5 bn NOK.

Looking beyond that, the long-term megatrends of this industry remain robust. With our welldeveloped platform, I am highly optimistic about our value creation outlook, and I'm looking forward to reporting on the progress going forward.

Henrik Norrbom

Group CEO

Financial summary for the Group

% Apr-Jun
2024
Apr-Jun
2023
Jan-Jun
2024
Jan-Jun
2023
Jul 2023-
June 2024
Jan-Dec
2023
Total operating revenue 937.6 799.4 1,707.6 1,504.0 3,355.5 3,151.9
Growth – total revenue, % 17.3 31.4 13.5 32.5 18.3 27.8
Adjusted EBITA 117.9 82.7 170.2 142.1 375.8 347.7
Adjusted EBITA margin, % 12.6 10.4 10.0 9.5 11.5 11.0
Adjusted EBITA growth, % 42.5 6.7 19.7 17.6 25.3 24.8
EBIT 106.4 67.8 144.0 113.8 314.0 283.9
Cash flows from operating activities 109.8 132.5 154.0 177.6 530.3 553.9
Cash conversion, % 54.2 85.4 46.1 62.9 70.0 86.9
Net debt (at period end) 1,635.4 1,296.2 1,635.4 1,296.2 1,635.4 1,250.2
Net debt (at period end)/LTM adjusted
EBITDA
2.4 2.3 2.4 2.3 2.3 2.0
Earnings per share (basic and diluted),
NOK
0.31 0.31 0.43 0.49 1.10 1.24

Norway

Good growth and margin

improvement

Total operating revenue

311.9 15.3% Currency adjusted organic growth

Adjusted EBITA NOK million

NOK million

54.0 17.3% Adjusted EBITA margin

The Group's Norwegian operations date back to 1919 in Sandefjord, Norway, when Norva24's oldest subsidiary was established. In 2015, Norva24 was established in its current form through a merger of five smaller Norwegian UIM companies. Since then, Norva24 has expanded and now holds a leading market position in Norway. Norva24 Norway had 558 employees as of June 30, 2024.

Highlights of the quarter

Double-digit revenue growth in all Norwegian entities leading to a strong organic growth of 15.3%, partly driven by 3.4% more working days due to timing of Easter. Total EBITA margin improvement of 2.2 percentage points in the quarter, but from a disappointing level last year. Norwegian Competition Authority has notified that it will continue its review of the acquisition of Vitek Miljø AS.

% Apr-Jun 2024 Apr-Jun 2023 Jan-Jun 2024 Jan-Jun 2023 Jan-Dec 2023
Growth – total operating revenue 15.3 11.1 10.1 13.8 17.8
Organic growth 15.3 2.0 8.6 5.7 7.4
Organic growth – currency adjusted 15.3 2.0 8.6 5.7 7.4
Acquisition growth* - 9.1 1.5 8.1 10.4

*The UIM division of Svein Klungtveit was acquired by Norva24 Vest during Q1, and is included as Organic growth with an effect of NOK 3.9 million adding 1.4% growth in the quarter

Total operating revenue (Apr-Jun)

Total operating revenue amounted to NOK 311.9 million during the second quarter, compared with NOK 270.5 million during the same period of 2023, corresponding to a growth of 15.3% in total operating revenue.

Adjusted EBITA (Apr-Jun)

Adjusted EBITA amounted to NOK 54.0 million during the second quarter, compared with NOK 40.9 million in the same period of 2023, an increase of 31.9%. The adjusted EBITA margin was 17.3% in the second quarter of 2024. The margin is up due to a broad-based increase in activity and more working days compared to last year, but also a significant effect from increased margins in previously underperforming units.

Key performance indicators

NOK million Apr-Jun
2024
Apr-Jun
2023
Jan-Jun
2024
Jan-Jun
2023
Jul 2023-
Jun 2024-
Jan-Dec
2023
Total operating revenue 311.9 270.5 572.1 519.7 1,118.0 1,065.7
EBITA 52.0 40.7 75.3 71.3 161.1 157.1
EBITA margin % 16.7 15.0 13.2 13.7 14.4 14.7
Adjusted EBITA 54.0 40.9 77.6 72.9 163.8 159.1
Adjusted EBITA margin % 17.3 15.1 13.6 14.0 14.6 14.9

Germany

Development hampered by

one underperforming unit

313.7 2.5%

Operating revenue

NOK million

Currency adjusted organic growth

Adjusted EBITA

NOK million

35.4 11.3%

Adjusted EBITA margin

Norva24 entered Germany in 2019 through the acquisition of ExRohr. Norva24 has since grown and established a leading market position in Germany. The Group's oldest subsidiary in the country was established in Gochsheim in 1964. Norva24 Germany had 774 employees as of June 30, 2024.

Highlights of the quarter

Germany had a currency adjusted organic growth of 2.5% in the quarter, mainly driven by the number of working days. For the first half of 2024, the currency adjusted organic growth was slightly negative at -0.7%, mainly due to one entity having low activity. The Branch Manager of the underperforming German entity has left the company in early Q3, and a recruitment is in process. The adjusted EBITA-margin of Germany declined by 2.2 percentage points during the first half year vs the same period in 2023. Eliminating the one underperforming unit the German operations had a margin improvement of 0.7 percentage points in the first half year and thus the overall performance of the remaining German operations is strong.

% Apr-Jun 2024 Apr-Jun 2023 Jan-Jun 2024 Jan-Jun 2023 Jan-Dec 2023
Growth – total operating revenue 5.2 71.7 5.3 66.3 45.6
Organic growth 1.9 28.9 0.8 25.0 21.6
Organic growth – currency adjusted 2.5 11.1 -0.7 10.2 7.6
Acquisition growth 3.2 42.8 4.4 41.3 24.0

Total operating revenue (Apr-Jun)

Total operating revenue amounted to NOK 313.7 million during the second quarter, compared with NOK 298.3 million during the same period of 2023, corresponding to growth of 5.2% in total revenue. This growth was attributable to a currency adjusted organic growth at 2.5%, and the acquisition of Baier.

Adjusted EBITA (Apr-Jun)

Adjusted EBITA amounted to NOK 35.4 million during the second quarter compared to NOK 39.4 million in the same period of 2023. The adjusted EBITA margin decreased from 13.2% in the preceding year to 11.3% during the quarter. The margin development is affected by low activity in one underperforming unit, with a margin increase of 1.2% if excluding the underperforming unit.

Key performance indicators

NOK million Apr-Jun
2024
Apr-Jun
2023
Jan-Jun
2024
Jan-Jun
2023
Jul 2023-
Jun 2024
Jan-Dec
2023
Total operating revenue 313.7 298.3 579.0 550.1 1,212.4 1,183.4
EBITA 32.1 39.4 51.9 64.7 139.8 152.6
EBITA margin % 10.2 13.2 9.0 11.8 11.5 12.9
Adjusted EBITA 35.4 39.4 55.2 64.7 146.5 156.1
Adjusted EBITA margin % 11.3 13.2 9.5 11.8 12.1 13.2

Sweden

Maintained the strong organic growth and margin improvement

151.0 10.4% Operating revenue NOK million

Currency adjusted organic growth

Adjusted EBITA

NOK million

25.8 17.1% Adjusted EBITA margin

Norva24 entered the Swedish market in 2017 through an acquisition in the south of the country. Since then, Norva24 has grown and secured a leading market position in Sweden. The Group's oldest subsidiary in the country was founded in 1974 in Ulricehamn. Norva24 Sweden had 327 employees as of June 30, 2024.

Highlights of the quarter

The segment continues to perform well, with strong currency adjusted organic growth and the impact of acquisitions leading to a growth in total operating revenues of 18.4%. The very strong margin improvement of 7.5 percentage points compared to last year is driven by broad-based improvements in most of the operational entities, combined with the margin accretive acquisition of ControTech. The improvement measures implemented in a large underperforming entity are continuing to take effect, resulting in a strong improvement compared to last year.

% Apr-Jun 2024 Apr-Jun 2023 Jan-Jun 2024 Jan-Jun 2023 Jan-Dec 2023
Growth – total operating revenue 18.4 11.9 20.8 19.3 15.2
Organic growth 9.4 4.3 12.2 6.5 7.6
Organic growth – currency adjusted 10.4 -1.4 11.0 1.8 2.8
Acquisition growth 9.0 7.6 8.6 12.8 7.6

Total operating revenue (Apr-Jun)

Total operating revenue during the quarter amounted to NOK 151.0 million compared with NOK 127.5 million during the same period in 2023, corresponding to an increase of 18.4%. Currency adjusted organic growth maintained at a strong level of 10.4%. The organic growth was driven by higher activity across most branches and local markets, price increases as well as tailwind from more working days in the quarter. ControTech and Högtryckstjänst Syd (acquired May 16) generated acquisition growth of 9.0% in the quarter.

Adjusted EBITA (Apr-Jun)

Adjusted EBITA amounted to NOK 25.8 million during the second quarter compared to NOK 12.2 million in the same period of 2023. The adjusted EBITA margin increased from 9.6% in the preceding year to 17.1% during the quarter. The margin development is attributable to a broad-based organic improvement combined with margin accretive acquisitions.

Key performance indicators

NOK million Apr-Jun
2024
Apr-Jun
2023
Jan-Jun
2024
Jan-Jun
2023
Jul 2023-
Jun 2024
Jan-Dec
2023
Total operating revenue 151.0 127.5 287.5 238.0 541.2 491.7
EBITA 25.4 12.2 42.6 22.0 78.4 57.8
EBITA margin % 16.8 9.6 14.8 9.2 14.5 11.7
Adjusted EBITA 25.8 12.2 43.0 22.0 79.6 58.5
Adjusted EBITA margin % 17.1 9.6 15.0 9.2 14.7 11.9

Denmark

Continued growth and margin improvement

161.8 11.9%

Operating revenue

Currency adjusted organic growth

Adjusted

NOK million

EBITA NOK million

20.3 12.5%

Adjusted EBITA margin

The Group entered Denmark in 2017 through the acquisition of a platform with national market presence. The Group's first subsidiary in the country was founded more than 100 years ago in Herning. Norva24 holds a leading position in the Danish market. Norva24 Denmark had 276 employees as of June 30, 2024.

Highlights of the quarter

Norva24 Denmark has successfully implemented improvement initiatives and will continue to work structured to optimize prices and increase utilization of vehicles and equipment. The action plan continues to proceed well according to schedule, and Norva24 Denmark experienced a currency adjusted organic growth of 11.9% in the quarter, combined with an improved adjusted EBITA margin of 6.6 percentage points. The acquisitions of Nordic Powergroup and Kyrsting contributed to an acquired growth of 44.7%. Nordic Powergroup usually has its high season in Q2 and was acquired by Norva24 on May 21. Norva24 Denmark signed a national contract with the gas station chain OK, where we will provide UIM services to 240 stations nationally. The waste handling and container operations of Thornvig Jensen was sold during the quarter.

% Apr-Jun 2024 Apr-Jun 2023 Jan-Jun 2024 Jan-Jun 2023 Jan-Dec 2023
Growth – total operating revenue 55.4 33.6 34.4 35.4 29.3
Organic growth 10.7 19.4 10.6 20.8 20.7
Organic growth – currency adjusted 11.9 2.8 11.0 6.6 6.9
Acquisition growth 44.7 14.1 23.9 14.6 8.6

Total operating revenue (Apr-Jun)

Total operating revenue for the second quarter of 2024 amounted to NOK 161.8 million, compared with NOK 104.1 million during the same period of 2023, corresponding to total growth of 55.4% for the period. The total growth was driven by a currency adjusted organic growth of 11.9% and the acquisitions of Kyrsting and Nordic Powergroup.

Adjusted EBITA (Apr-Jun)

Adjusted EBITA amounted to NOK 20.3 million during the quarter, compared to NOK 6.2 million during the second quarter of 2023. The improvement measures continue to improve the organic margins, and we also see an effect from the margin accretive acquisition of Nordic Powergroup.

Key performance indicators

NOK million Apr-Jun
2024
Apr-Jun
2023
Jan-Jun
2024
Jan-Jun
2023
Jul 2023-
Jun 2024
Jan-Dec
2023
Total operating revenue 161.8 104.1 270.6 201.2 487.1 417.7
EBITA 25.2 6.2 31.8 11.2 47.6 27.0
EBITA margin % 15.6 5.9 11.7 5.5 9.8 6.5
Adjusted EBITA 20.3 6.2 27.3 11.2 43.7 27.6
Adjusted EBITA margin % 12.5 5.9 10.1 5.5 9.0 6.6

Financial overview for the Group

Total operating revenue (Apr-Jun)

Total operating revenue amounted to NOK 937.6 million (799.4), an increase of 17.3%. Currency adjusted organic growth was 9.2%, driven by high activity in the Scandinavian entities and tailwind from more working days in the quarter (up 2.6% in the quarter compared to second quarter in 2023). Acquisition growth was 8.5% in the quarter, driven by acquisitions in all markets.

Total operating revenue (Jan-Jun)

Total operating revenue amounted to NOK 1,707.6 million (1,504.0), an increase of 13.5%. Currency adjusted organic growth was 5.6%, driven by high activity in the Scandinavian entities despite 1% fewer working days during the first half of 2024 compared to 2023. Slow first half year for Germany due to low activity in one large entity. Acquisition growth was 6.7%, driven by acquisitions in all markets.

% Apr-Jun 2024 Apr-Jun 2023 Jan-Jun 2024 Jan-Jun 2023 Jan-Dec 2023
Growth – total operating revenue 17.3 31.4 13.5 32.5 27.8
Organic growth 8.8 12.3 6.8 13.1 13.7
Organic growth – currency adjusted 9.2 4.0 5.6 6.1 6.3
Acquisition growth 8.5 19.1 6.7 19.4 14.1

Total operating expenses (Apr-Jun)

Total operating expenses amounted to NOK 735.8 million (648.7). The increase was driven by a higher cost base due to acquisitions in all markets.

Total operating expenses (Jan-Jun)

Total operating expenses amounted to NOK 1,377.1 million (1,228.7). The increase was driven by a higher cost base due to acquisitions in all markets.

Adjusted EBITA (Apr-Jun)

The increase in adjusted EBITA to NOK 117.9 million (82.7), resulted in an increased adjusted EBITA margin of 12.6% (10.4%). The improved adjusted EBITA margin is mainly attributable to a good development in the Scandinavian entities in the quarter compared to last year. There is also an effect from more working days in the quarter, as revenues are linked to number of working days, while operating costs are less dependent of the number of days.

Adjusted EBITA (Jan-Jun)

Adjusted EBITA in the first half year amounted to NOK 170.2 million (142.1) and resulted in an increased adjusted EBITA margin of 10.0% (9.5%). The improved adjusted EBITA margin is mainly attributable to a good development in Sweden and Denmark compared to last year. There was 1.0% fewer working days in the first half year of 2024 compared to 2023.

Depreciation, amortization and impairment (Jan-Jun)

Depreciation of tangible assets for the period amounted to NOK 163.9 million (139.9). The increase was primarily due to acquisitions and additions of purchased and leased vehicles in the period. Amortizations during the period amounted to NOK 22.5 million (21.6).

EBIT (Apr-Jun)

EBIT amounted to NOK 106.4 million (67.8). The increase in EBIT was attributable to an improved margin in the Group for the period, combined with acquisitions and the sale of waste handling business in Denmark. The non-recurring cost for the period was NOK 0.8 (4.4) million.

EBIT (Jan-Jun)

EBIT amounted to NOK 144.0 million (113.8). The increase in EBIT was attributable to acquisitions and an improved margin in the Group for the period. The non-recurring cost for the period was NOK 3.7 (6.7) million.

Financial items (Apr-Jun)

Net financial items amounted to NOK –27.0 million (10.0) and consisted primarily of interest expenses related to bank loans and leasing. Financial expenses were also driven by currency exchange losses in the period, compared to a currency exchange gain for the same period last year. Interest expenses on loans during the second quarter in 2024 were higher compared to 2023 due to increased debt and interest rates. Lease liabilities increased primarily due to additions of leased vehicles and increased interest rates.

Financial items (Jan-Jun)

Net financial items amounted to NOK –27.6 million (8.7) and consisted primarily of interest expenses related to bank loans and leasing. Financial expenses were also driven by currency exchange losses in the period, compared to a currency exchange gain for the same period last year. Interest expenses on loans were higher the first half of 2024 compared to 2023 due to increased debt and interest rates. Lease liabilities increased primarily due to additions of leased vehicles and increased interest rates.

Earnings (Apr-Jun)

Profit before income tax was NOK 79.4 million (77.8). Profit for the period was NOK 57.1 million (56.7). Basic and diluted earnings per share amounted to NOK 0.31 (0.31).

Earnings (Jan-Jun)

Profit before income tax was NOK 116.4 million (122.5). Profit for the period was NOK 78.4 million (89.3). Basic and diluted earnings per share amounted to NOK 0.43 (0.49).

Cash flow and capital expenditures (Jan-Jun)

The net cash flow from operating activities varies across the year depending on the weather and vacation periods, where stronger cash flows are to be expected during the second half of the year. Net cash flow from operating activities for the first half of the year amounted to NOK 154.0 (177.6).

Net cash inflow from operating activities over the last 12 months was NOK 530.3 million, covering more than the net cash outflow from investing activities of NOK 417.6 million, comprising of capital expenditures, acquisitions and earnouts. This shows the strength of Norva24's buy and build strategy and is further proof that we have the capacity to meet the mid-term targets.

Cash flow from investing activities in the first half year was NOK –250.7 million (–166.0), of which acquisitions of subsidiaries amounted to NOK –200.8 million (–79.9). Cash flow from financing activities in the first half year amounted to NOK 3.3 million (–51.4), mainly attributable to proceeds from borrowings related to acquisitions.

Cash conversion was 46.1% during the period, compared with 62.9% for the same period last year. The first half year is normally the seasonally weakest period in terms of cash generation.

Financial position and liquidity (June 30, 2024 compared to June 30, 2023)

Norva24's net debt amounted to NOK 1,635.4 million (1,296.2), corresponding to a Net debt/LTM adjusted EBITDA of 2.4 (2.3). The increased net debt is attributable to the acquisitions in the period. The Group's cash and cash equivalents amounted to NOK 173.9 million (177.8). Net debt/LTM pro forma adjusted EBITDA was 2.2.

Of the NOK 1,100 million credit facility NOK 772.5 million was utilized per June 30, 2024. An increase and prolongation of the current facility has been agreed with the two banks but has not been finalized yet. This is expected to be done during Q3.

At the end of the period, total equity amounted to NOK 2,157.2 million (1,946.6). The equity/assets ratio was 44.6 (47.6).

Net debt and leasing (June 30, 2024)

Leases are capitalized according to IFRS 16. Lease liabilities amounted to NOK 993.2 million as of June 30, 2024. NOK 296.7 million of the lease liabilities are related to properties and buildings and NOK 691.4 million are related to vehicles. Leasing payments for the next 12 months as of June 30, 2024, amount to NOK 266.1 million. Depreciation of the right-of-use assets is included in the total depreciation in the statement of profit or loss. Net interest-bearing debt amounted to NOK 1,635.4 million as per June 30, 2024. Net debt excluding lease liabilities amounted to NOK 642.1 million as per June 30, 2024.

BREAKDOWN OF NET DEBT (JUNE 30, 2024)

NOK million Current portion Non- current Total debt
Buildings and property 78.9 217.8 296,7
Vehicles and equipment 175.7 515.7 691.4
Furniture, fixtures & other 3.0 2.2 5.2
Total lease liabilities 257.6 735.7 993.2
Loans 4.3 811.7 816.0
Total Debt 261.9 1,547.4 1,809.3
Cash and cash equivalent 173.9
Net debt including 1,635.4
Net debt excluding building and property leases 1,338.7
Net debt excluding lease liability 642.1

Employees

On June 30, 2024, the total number of employees was 1,948 (1,652).

Seasonal variations

The Group has a certain amount of seasonal variation, and the first quarter has historically been the weakest, due to colder weather and timing of vacation periods. The fourth quarter can also be affected by winter weather in certain years. Over the short term, seasonal variations are expected to remain in line with prior variations, but this may change somewhat over the long term as the Group grows in other parts of Europe where the winter season has less of an impact.

Risk and uncertainty factors

Currency risks, interest risks, credit risks, liquidity risks and operational risks are the most significant risks for the Group. These risks are managed continually in the operations.

Group management monitors financial risk in accordance with the description of financial risk management in Note 21 of the 2023 Annual Report. The review in conjunction with the full year 2023 found no material changes or negative effects compared with the analysis on December 31, 2023.

When an acquisition is completed, purchase considerations, assets and liabilities are recognized at estimated fair value and amounts exceeding the value of net assets are included in goodwill. In Norva24's operation, the fair values of individual assets and liabilities are normally not readily observable in active markets. Estimation of fair values requires the use of valuation models for acquired assets and liabilities as well as ownership interests. Such valuations are subject to numerous assumptions and are thus uncertain.

The fair value of brands and customer relationships on the acquisition date is based on a value-in-use model and an allocated percentage of the consideration paid less the net assets acquired. Estimates of the useful life of acquired brands are based on management's market knowledge and marketing plans. Recognized earnouts are based on the probability that an acquired company will achieve its financial goals.

A stable underlying need for Norva24's services is expected to persist in the markets in Northern Europe despite the uncertain geopolitical situation. Norva24 has no exposure to Ukraine or Russia. Underlying driving forces such as low renewal levels in the water and sewage systems are expected to generate demand for Norva24's services.

Significant events after the reporting period

• On April 17, 2024, Norva24 signed an agreement to acquire Vitek Miljø AS. The acquisition of Vitek Miljø AS has been pending review by the Norwegian Competition Authority and it notified that it will continue its review on August 13, 2024. Thus it has not yet approved the acquisition. Comments to Norwegian Competition Authority will be submitted by Norva24.

Financial reporting

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS

NOK million Note Apr-Jun
2024
Apr-Jun
2023
Jan-Jun
2024
Jan-Jun
2023
Jan-Dec
2023
Revenue from customer contracts 930.1 792.3 1,689.0 1,492.4 3,131.9
Other operating income 7.6 7.2 18.6 11.7 20.1
Total operating revenue 3 937.6 799.4 1,707.6 1,504.0 3,151.9
Operating expenses
Operational service expenses -151.6 -134.3 -258.1 -239.5 -524.3
Personnel expenses -388.3 -329.1 -741.5 -632.5 -1,288.2
Vehicle operating expenses -121.4 -108.4 -229.0 -217.3 -445.2
Other operating expenses -81.7 -76.8 -155.7 -139.5 -272.0
Other gains/losses 7.1 - 7.1 - 0.5
Total operating expenses -735.8 -648.7 -1,377.1 -1,228.7 -2,529.2
Earnings before interest, taxes, depreciation and
amortization (EBITDA)
201.8 150.8 330.5 275.3 622.7
Total depreciation 6,7 -84.7 -72.4 -163.9 -139.9 -289.9
Earnings before interest, taxes and amortization
(EBITA)
3 117.1 78.4 166.5 135.4 332.8
Total amortization 5 -10.7 -10.6 -22.5 -21.6 -49.0
Earnings before interest and taxes (EBIT) 106.4 67.8 144.0 113.8 283.9
Financial items
Financial income 1.9 29.3 24.3 44.3 70.2
Financial expenses -29.0 -19.3 -51.9 -35.6 -120.3
Net financial items 4 -27.0 10.0 -27.6 8.7 -50.1
Profit before income tax (EBT) 79.4 77.8 116.4 122.5 233.7
Income tax expense -22.3 -21.0 -38.0 -33.2 -7.2
Profit for the period 57.1 56.7 78.4 89.3 226.6
Profit attributable to
Owners of the parent company 57.1 56.7 78.4 89.3 226.6
Non-controlling interests - - - - -
Total 57.1 56.7 78.4 89.3 226.6
Earnings per share
Basic earnings per share, NOK 0.31 0.31 0.43 0.49 1.24
Diluted earnings per share, NOK 0.31 0.31 0.43 0.49 1.24
Average numbers of outstanding ordinary shares, before and
after dilution
182,301,855 182,682,740 182,361,808 182,682,740 182,632,036

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

NOK million Apr-Jun
2024
Apr-Jun
2023
Jan-Jun
2024
Jan-Jun
2023
Jan-Dec
2023
Profit for the period 57.1 56.7 78.4 89.3 226.6
Other comprehensive income: Items that may be
reclassified to profit or loss
Translation differences -29.8 36.1 13.0 128.1 117.5
Other comprehensive income for the period -29.8 36.1 13.0 128.1 117.5
Total comprehensive income for the period 27.3 92.8 91.5 217.4 344.1
Total comprehensive income attributable to:
Owners of the parent company 27.3 92.8 91.5 217.4 344.1
Non-controlling interests - - - - -
Total 27.3 92.8 91.5 217.4 344.1

CONDENSED CONSOLIDATED BALANCE SHEET

NOK million Note Jun 30, 2024 Jun 30, 2023 Dec 31, 2023
ASSETS
Non-current assets
Intangible assets 5 2,204.5 1,853.0 1,868.7
Right-of-use assets 6 1,017.2 877.8 893.3
Property, plant and equipment 7 571.3 533.3 510.7
Financial assets at amortized cost 6.7 9.3 5.2
Total non-current assets 3,799.7 3,273.4 3,277.8
Current assets
Inventories 24.1 19.6 18.7
Accounts receivables 619.5 431.7 441.9
Other current receivables 221.5 189.7 201.0
Cash and cash-equivalents 173.9 177.8 267.0
Total current assets 1,039.0 818.8 928.6
Total assets 4,838.7 4,092.2 4,206.4
EQUITY AND LIABILITIES
Equity
Equity 2,157.2 1,946.6 2,070.6
Total equity 2,157.2 1,946.6 2,070.6
Non-current liabilities
Deferred tax liability 67.3 91.2 36.6
Non-current lease liabilities 6 735.7 644.8 647.9
Non-current loans 811.8 604.5 638.4
Provisions 122.6 56.7 5.8
Total non-current liabilities 1,737.4 1,397.2 1,328.7
Current liabilities
Accounts payables 211.4 168.2 157.5
Taxes payable 37.8 17.7 40.6
Current portion of lease liabilities 6 257.6 212.2 219.7
Current portion of loans 4.3 12.5 11.3
Provisions 120.7 48.0 58.7
Other current liabilities 312.3 289.7 319.4
Total current liabilities 944.1 748.3 807.2
Total liabilities 2,681.5 2,145.6 2,135.8
Total equity and liabilities 4,838.7 4,092.2 4,206.4

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

NOK million Note Share
capital
Additional
paid in
capital
Treasury
shares
Other
reserves
Retained
earnings
Total equity
Equity at January 1, 2024 0.6 1,438.6 -4.3 59.1 576.5 2,070.6
Total comprehensive income for the period:
Profit or loss for the period - - - - 78.4 78.4
Other comprehensive income:
Translation differences - - - 13.0 - 13.0
Total comprehensive income for the period - - - 13.0 78.4 91.5
Repurchase of own shares 9 - - -6.1 - - -6.1
Share-based payments 9 - 1.2 - - - 1.2
Equity at June 30, 2024 0.6 1,439.9 -10.3 72.1 654.9 2,157.2
Equity at January 1, 2023 0.6 1,437.1 - -58.4 350.0 1,729.2
Profit or loss for the period - - - - 226.6 226.6
Other comprehensive income:
Translation differences - - - 117.5 - 117.5
Total comprehensive income for the period - - - 117.5 226.6 344.1
Repurchase of own shares - - -4.3 - - -4.3
Share-based payments - 1.5 - - - 1.5
Equity at December 31, 2023 0.6 1,438.6 -4.3 59.1 576.5 2,070.6

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

NOK million Note Apr-Jun
2024
Apr-Jun
2023
Jan-Jun
2024
Jan-Jun
2023
Jan-Dec
2023
Cash flows from operating activities
Profit before income tax
79.4 77.8 116.4 122.5 233.7
Adjustments for:
Impairment, depreciation and amortization
expenses 5,6,7 95.4 83.0 186.5 161.5 338.9
Taxes paid -2.7 -6.7 -19.1 -28.2 -32.7
Net gain/loss on sale of non-current assets -10.1 -4.5 -15.7 -7.0 -11.0
Net financial items 4 27.0 -10.0 27.6 -8.7 50.1
Share-based payments 9 0.7 - 1.2 - 1.5
Change in net working capital -71.5 -31.3 -156.7 -79.4 -81.0
Change in other items* -8.4 24.2 13.7 16.9 54.4
Net cash inflow from operating activities 109.8 132.5 154.0 177.6 553.9
Cash flows from investing activities
Payment for acquisition of subsidiaries, net of
cash acquired
8 -139.6 - -200.8 -79.9 -142.6
Payment of earnouts - - - -18.0 -33.6
Payment for fixed assets -55.8 -44.7 -85.1 -78.4 -166.7
Proceeds from sale of fixed assets 18.9 4.0 41.2 10.4 14.2
Investments in treasury shares 9 -3.0 - -6.1 - -4.3
Net cash outflow from investing activities -179.5 -40.7 -250.7 -166.0 -332.9
Cash flows from financing activities
Proceeds from borrowings 222.7 -6.5 289.9 105.0 175.8
Repayment of borrowings -69.4 1.4 -120.7 -40.4 -59.7
Principal element of lease payments 6 -66.4 -45.9 -126.4 -88.7 -222.9
Interest paid, loans -10.9 -7.9 -21.0 -13.3 -36.0
Interest paid, leases -11.5 -9.3 -22.0 -18.2 -38.0
Interest received 0.9 1.3 2.1 2.5 5.5
Other financial payments 0.1 3.8 1.2 1.7 1.2
Cash flows from financing activities 65.6 -63.2 3.3 -51.4 -174.1
Change in cash and cash equivalents -4.2 28.6 -93.4 -39.8 46.8
Cash and cash equivalents at the start of the
period
182.2 147.7 267.0 204.7 204.7
Effects of exchange rate changes on cash and
cash equivalents
-4.2 1.5 0.3 12.9 15.5
Cash and cash equivalents at the end of the
period
173.9 177.8 173.9 177.8 267.0

* Includes changes in other non-current receivables and other non-current liabilities, effects on net working capital from acquisitions and translation differences

Notes

Note 1 Reporting entity

Norva24 Group AB (publ) is a limited liability company listed on Nasdaq Stockholm. The share became publicly traded with the initial public offering December 9, 2021. Norva24 Group AB (publ) and its subsidiaries (the Group or Norva24 Group) operate in the underground infrastructure industry, and are present in Norway, Germany, Sweden and Denmark.

Note 2 Basis of preparation

Accounting principles

Norva24 Group applies the IFRS® Accounting Standards as adopted by the EU (IFRS). The consolidated accounts in the interim report have been prepared in accordance with IAS 34 Interim Financial Reporting and applicable regulations in the Swedish Annual Accounts Act.

The Parent Company accounts have been prepared in accordance with the Swedish Annual Accounts Act and RFR 2 Accounting for Legal Entities. The interim report should be read together with the historical financial information included in the annual report. Accounting principles and calculation basis are in accordance with those that were applied in the most recent annual report. Information required by IAS 34 also appears in other parts of the interim report.

The amounts are rounded to the nearest million (NOK million) with one decimal place unless otherwise stated. As a consequence of rounding, figures presented in the financial reports may not add up to the exact total in certain cases and percentage figures presented can differ from the exact percentage figures. Amounts in brackets concern the comparative period.

Significant accounting judgements, estimates and assumptions

In preparing the interim financial statements, management has made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, equity and liabilities, revenue and expenses.

The estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the given circumstances. A change in accounting estimate is recognized in the period in which the estimate is reassessed if the change affects that period only, or in both current and future periods if the change affects both.

In preparing the consolidated interim financial statements, significant judgements made by management in applying the Group's accounting policies and key sources of uncertainty in the estimates are consistent with those applied for the annual report.

Other

Items included in the financial statements of each of the Norva24 Group's entities are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The consolidated financial statements are presented in Norwegian Kroner (NOK) which is Norva24 Group's

presentation currency. The Parent Company Norva24 Group AB (publ)'s functional currency is Swedish Kroner (SEK).

There have been no related party transactions other than the continuation of agreements described in the annual report and the events and transactions related to share-based payments described in note 9.

Note 3 Segment and revenue information

Operating segments

Norva24 Group identifies its operating segments and discloses segment information in accordance with IFRS 8 Operating Segments. Accordingly, the Group identifies its segments consistent with the reporting structure used by management.

Operating segments are components of a business that are evaluated regularly by the chief operating decision maker for the purpose of assessing performance and allocating resources. The financial information is disclosed on the same basis as used by the chief operating decision maker. The Group's operating segments are organized by country level. The column "Corporate & other" includes corporate expenses and eliminations.

Revenue

The Group disaggregates revenue based on operational segments. The largest customer accounts for less than 3% of the Group's total operating revenue.

OPERATING SEGMENTS FINANCIALS JANUARY-JUNE 2024

NOK million Norway Germany Sweden Denmark Corporate &
Other
Total
Total operating revenue 572.1 579.0 287.5 270.6 -1.5 1,707.6
Adjusted EBITDA 135.6 103.7 74.9 52.8 -32.8 334.1
Depreciation -58.0 -48.5 -31.9 -25.9 -0.1 -163.9
Adjusted EBITA 77.6 55.2 43.0 27.3 -32.9 170.2
Non-recurring items -2.3 -3.2 -0.4 4.5 -2.2 -3.7
EBITA 75.3 51.9 42.6 31.8 -35.0 166.5

OPERATING SEGMENTS FINANCIALS JANUARY-JUNE 2023

NOK million Norway Germany Sweden Denmark Corporate &
Other
Total
Total operating revenue 519.7 550.1 238.0 201.2 -4.9 1,504.1
Adjusted EBITDA 121.0 105.7 49.0 34.9 -28.6 282.1
Depreciation -48.1 -41.0 -27.1 -23.7 - -139.9
Adjusted EBITA 72.9 64.7 22.0 11.2 -28.6 142.1
Non-recurring items -1.6 - - - -5.2 -6.7
EBITA 71.3 64.7 22.0 11.2 -33.8 135.4

<-- PDF CHUNK SEPARATOR -->

RECONCILIATION OF SEGMENT INFORMATION AND EARNINGS BEFORE INCOME TAX (EBT)

NOK million Jan-Jun 2024 Jan-Jun 2023
EBITA 166.5 135.4
Amortization of intangible assets -22.5 -21.6
Net financial items -27.6 8.7
Profit before income tax 116.4 122.5

RECONCILIATION OF NON-RECURRING ITEMS JANUARY-JUNE 2024

Corporate &
NOK million Norway Germany Sweden Denmark Other Total
Restructuring costs and other provisions - -0.8 - - -2.2 -3.0
M&A costs -2.3 -2.4 -0.4 -2.6 - -7.8
Other gains/losses - - - 7.1 - 7.1
Non-recurring items -2.3 -3.2 -0.4 4.5 -2.2 -3.7

RECONCILIATION OF NON-RECURRING ITEMS JANUARY-JUNE 2023

Corporate &
NOK million Norway Germany Sweden Denmark Other Total
Restructuring costs and other provisions - - - - -1.0 -1.0
Top management recruitment costs - - - - -4.2 -4.2
M&A costs -1.6 - - - - -1.6
Non-recurring items -1.6 - - - -5.2 -6.7

Note 4 Financial items

SPECIFICATION OF FINANCIAL ITEMS

NOK million Apr-Jun 2024 Apr-Jun 2023 Jan-Jun 2024 Jan-Jun 2023 Jan-Dec 2023
Interest income 0.9 1.3 2.1 2.5 5.5
Currency exchange gain - 30.1 18.9 37.6 37.6
Gain earnout - -3.0 - - 19.5
Other financial income 1.0 0.8 3.4 4.2 7.7
Financial income 1.9 29.3 24.3 44.3 70.2
Interest expenses, leases -12.7 -10.1 -24.3 -19.8 -41.3
Amortized interest expenses, loans -10.9 -7.9 -21.0 -13.3 -36.0
Currency exchange loss -4.4 - -4.4 - -36.5
Other financial expenses -0.9 -1.2 -2.2 -2.5 -6.5
Financial expenses -29.0 -19.3 -51.9 -35.6 -120.3
Net financial items -27.0 10.0 -27.6 8.7 -50.1

Note 5 Intangible assets and goodwill

AT JUNE 30, 2024

NOK million Goodwill Brand Customer
relationships
Other intangible
assets
Total
Carrying amount at January 1, 2024 1,717.3 67.3 79.7 4.4 1,868.7
Acquired in business combinations (see
Note 8)
287.0 21.8 43.7 - 352.5
Additions - - - 0.1 0.1
Amortization and impairment - -5.0 -16.8 -0.8 -22.5
Disposals -3.1 -0.2 -0.3 - -3.6
Translation differences 8.1 0.1 0.9 0.1 9.1
Carrying amount at June 30, 2024 2,009.3 84.1 107.3 3.8 2,204.4
Useful life in years Indefinite 10 5 3 - 5
Amortization plan Linear Linear Linear

AT DECEMBER 31, 2023

NOK million Goodwill Brand Customer
relationships
Other intangible
assets
Total
Carrying amount at January 1, 2023 1,508.7 60.8 87.4 4.2 1,661.1
Acquired in business combinations 122.0 10.6 21.2 - 154.0
Additions - - - 1.1 1.1
Amortization and impairment - -9.5 -38.2 -1.3 -49.0
Disposals - - - - -
Adjustments* 10.3 - - - 10.3
Translation differences 76.4 5.4 9.3 0.3 91.5
Carrying amount at December 31, 2023 1,717.3 67.3 79.7 4.4 1,868.7
Useful life in years Indefinite 10 3 - 5 3 - 5
Amortization plan Linear Linear Linear

*During the period final adjustments on the prior year acquisitions of CKS Rohr Express GmbH and CKS Express Baumanagement GmbH were made. The total adjustment is considered immaterial.

Note 6 Leasing

AT JUNE 30, 2024

Right-of-use assets Buildings and Vehicles and Furniture,
NOK million property equipment fixtures & other Total
Carrying amount at January 1, 2024 270.1 618.0 5.2 893.3
Acquired in business combinations (see Note 8) - 76.2 - 76.2
Additions 31.1 108.8 1.8 141.7
Depreciation and impairment -34.7 -57.4 -1.5 -93.6
Transfer to property, plant and equipment (see Note 7) - -14.4 -0.6 -15.0
Adjustments 11.6 1.7 0.1 13.3
Translation differences 0.6 0.6 - 1.2
Carrying amount at June 30, 2024 278.8 733.4 5.0 1,017.1
Useful life in years 3 - 30 5 - 10 3 - 7
Depreciation plan Linear Linear Linear
Lease liabilities
NOK million
Buildings and
property
Vehicles and
equipment
Furniture,
fixtures & other
Total
Carrying amount at January 1, 2024 286.4 575.7 5.5 867.6
Acquired in business combinations (see Note 8) - 76.2 - 76.2
Additions 31.1 108.8 1.8 141.7
Lease payments -40.8 -83.5 -2.1 -126.4
Interest on the lease liability 7.7 14.1 0.1 22.0
Adjustments 9.5 1.9 -0.1 11.3
Translation differences 2.7 -1.7 -0.1 0.9
Carrying amount at June 30, 2024 296.7 691.4 5.2 993.2
Current lease liabilities 78.9 175.7 3.0 257.6
Non-current lease liabilities 217.8 515.7 2.2 735.7

AT DECEMBER 31, 2023

Right-of-use assets
NOK million
Buildings and
property
Vehicles and
equipment
Furniture,
fixtures & other
Total
Carrying amount at January 1, 2023 265.4 480.1 6.8 752.3
Acquired in business combinations - 21.3 - 21.3
Additions 34.0 198.5 5.7 238.1
Depreciation and impairment -62.0 -96.5 -4.3 -162.8
Transfer to property, plant and equipment (see Note 7) -1.7 -16.7 -0.2 -18.5
Adjustments 25.2 5.1 1.6 31.9
Translation differences 9.1 26.2 -4.4 30.9
Carrying amount at December 31, 2023 270.1 618.0 5.2 893.3
Useful life in years 3 - 30 7 - 10 3 - 7
Depreciation plan Linear Linear Linear
Lease liabilities
NOK million
Buildings and
property
Vehicles and
equipment
Furniture,
fixtures & other
Total
Carrying amount at January 1, 2023 279.3 447.5 6.9 733.7
Acquired in business combinations - 21.3 - 21.3
Additions 32.3 198.1 5.7 236.0
Lease payments -72.7 -144.7 -5.6 -222.9
Interest on the lease liability 14.9 22.8 0.3 38.0
Adjustments 23.5 5.4 1.6 30.5
Translation differences 9.1 25.2 -3.3 31.0
Carrying amount at December 31, 2023 286.4 575.7 5.5 867.6
Current lease liabilities 71.0 145.3 3.4 219.7
Non-current lease liabilities 215.5 430.4 2.0 647.9

Note 7 Property, plant and equipment

AT JUNE 30, 2024

Buildings and Vehicles and Furniture,
NOK million property equipment fixtures & other Total
Carrying amount at January 1, 2024 73.5 400.9 36.3 510.7
Acquired in business combinations (see Note 8) 0.4 42.3 3.7 46.4
Additions 1.4 77.0 6.6 85.0
Transfer from right-of-use assets (see Note 6) - 14.4 0.6 15.0
Impairment -0.1 - - -0.1
Depreciation 3.1 -63.4 -3.7 -70.2
Disposals -0.4 -21.4 -0.3 -22.0
Translation differences - 17.4 -10.8 6.6
Carrying amount at June 30, 2024 71.6 467.3 32.4 571.3
Useful life in years 3 - 30 5 - 10 3 - 7
Depreciation plan Linear Linear Linear

AT DECEMBER 31, 2023

Buildings and Vehicles and Furniture,
NOK million property equipment fixtures & other Total
Carrying amount at January 1, 2023 53.7 402.3 27.9 483.9
Acquired in business combinations 1.7 15.7 -1.6 15.8
Additions 22.0 107.8 35.7 165.6
Transfer from right-of-use assets (see Note 6) 1.7 16.7 0.2 18.5
Depreciation -6.3 -118,0 -2.8 -127.1
Disposals - -12.0 -1.9 -14.0
Adjustments* - -8.0 - -8.0
Translation differences 0.8 -3.7 -21.1 -24.0
Carrying amount at December 31, 2023 73.5 400.9 36.3 510.7
Useful life in years 3 - 30 7 - 10 3 - 7
Depreciation plan Linear Linear Linear

*During the period final adjustments on the prior year acquisitions of CKS Rohr Express GmbH and CKS Express Baumanagement GmbH were made. The total adjustment is considered immaterial.

Note 8 Business combinations

Acquired units during 2024 Segment Date Ownership
Baier Rohrreinigung GmbH Germany January 3 100 %
Kyrsting ApS Denmark March 1 100 %
Svein Klungtveit AS Norway March 1 100 %
Högtryckstjänst Syd AB Sweden May 16 100 %
Nordic Powergroup Holding A/S* Denmark May 21 100 %

*The acquisition includes the wholly-owned subsidiaries Nordic Powergroup - Industrial Services A/S, Nordic Powergroup - Boiler Cleaning Technologies ApS and Nordic Powergroup - Sustainable Waste Management A/S.

Purchase consideration
NOK million
Cash paid 207.0
Earnout/Contingent consideration (Fair value estimate at date of acquisition) 184.8
Total purchase consideration 391.8
Opening balance sheet
NOK million Note
Cash 6.2
Other current assets 109.6
Property, plant and equipment 7 46.4
Right-of-use assets 6 76.2
Other non-current assets 0.8
Brand 5 21.8
Customer relationships 5 43.7
Total assets 304.8
Other current liabilities 89.0
Other non-current liabilities 6 96.1
Deferred tax on excess values 14.9
Total liabilities 200.0
Net identifiable assets 104.8
Goodwill 5 287.0
Total consideration for the shares 391.8

The operations of the acquired entities are similar to the Group's existing operations and will strengthen the Group's position in the existing segments. The Group considers the business combinations to be individually immaterial and therefore the acquisitions are shown in the aggregate. Goodwill consists of synergies from cost savings and increase in market share. The acquired businesses also include the assembled workforce. These items are not identifiable assets and are subsumed into goodwill. Goodwill will not be deductible for tax purposes. All purchase price allocations in 2024 are preliminary. Transaction costs are shown as nonrecurring items under Note 3 as they impact comparability. Transaction costs are recognized under other operating expenses in the Statement of profit or loss.

Earnouts are conditional on the acquired entity reaching certain future financial targets such as revenue, EBITDA and EBITA. The Group recognizes provisions for fair value of earnouts based on estimated likelihood of achieving the given targets and the expected future pay-out. Recognized earnout gains and losses are shown in Note 4.

Revenue and profit or loss from acquisitions recognized in statement of profit or loss
NOK million Jan-Jun 2024
Revenue 94.7
Profit or loss for the period 11.1
Revenue and profit or loss as if the acquisitions had occurred January 1 (pro forma)
NOK million Jan-Jun 2024
Revenue 233.0
Profit or loss for the period 35.8

Note 9 Share-based payments

On May 25, 2023, the General Assembly decided on a long-term incentive plan (LTIP 2023) for members of management and key personnel, where a total amount of 2,283,534 options have been granted. The options are subject to a three-year vesting period and the Group has no present obligation to settle the awards in cash. As such the Group's costs related to the LTIP are recognized as equity-settled. The fair value of the options has been estimated using a Black & Scholes model.

Related to the LTIP, the Annual General Meeting authorized the Board of Directors to initiate a repurchase program of own shares. As of June 30, 2024, 485,371 shares have been reacquired (treasury shares). Treasury shares are recognized at cost and deducted from equity.

On May 22, 2024, the General Assembly decided on a long-term incentive plan (LTIP 2024). The program has similar terms as LTIP 2023. As per June 30, 2024, the options for this program have not been granted.

Further information on the LTIPs and repurchase program are provided in the published bulletins from the annual general meetings.

Parent company

PARENT COMPANY CONDENSED STATEMENT OF PROFIT OR LOSS

SEK million Note Apr-Jun 2024 Apr-Jun 2023 Jan-Jun 2024 Jan-Jun 2023 Jan-Dec 2023
Total operating revenue - - - - 9.1
Total operating expenses -6.3 -4.7 -10.4 -7.1 -16.9
Earnings before interest and taxes (EBIT) -6.3 -4.7 -10.4 -7.1 -7.8
Net financial items 9.1 8.7 17.9 17.4 34.2
Profit before income tax 2.7 4.0 7.5 10.3 26.4
Income tax expenses -0.6 - -1.2 -0.3 -5.7
Profit/loss for the period 2.2 4.0 6.3 10.0 20.7
Other comprehensive income - - - - -

PARENT COMPANY CONDENSED BALANCE SHEET

SEK million Note Jun 30, 2024 Jun 30, 2023 Dec 31, 2023
ASSETS
Non-current assets
Investments in subsidiaries 2,886,0 2,875.6 2,880.0
Deferred tax assets 9.7 16.7 10.9
Non-current intercompany receivables 923.7 885.1 904.3
Total non-current assets 3,819.4 3,777,4 3,795.2
Current assets
Current receivables 0.3 0.6 0.5
Current intercompany receivables - - 9.1
Cash and cash equivalents 0.1 3.7 -
Total current assets 0.4 4.3 9.6
Total assets 3,819.8 3,781.7 3,804.8
EQUITY AND LIABILITIES
Restricted equity 0.6 0.6 0.6
Non-restricted equity 3,793.0 3,775.9 3,786.3
Total equity 3,793.6 3,776.5 3,786.9
Current liabilities
Accounts payable 0.1 1.2 0.9
Other current liabilities 26.1 4.0 17.0
Total current liabilities 26.2 5.2 17.9
Total equity and liabilities 3,819.8 3,781.7 3,804.8

Declaration of the Board of Directors

The Board of Directors and Chief Executive Officer warrant and declare that this interim report gives a true and fair view of the Parent Company's and Group's operations, financial positions and results, and that it describes significant risks and uncertainties faced by the Parent Company and the companies included in the Group.

Stockholm August 14, 2024

Arild Bødal Chairman Allan Engström Board member

Linus Lundmark Board member

Monica Reib Board member Ulrika Östlund Board member

Fredrik Karlsson Board member

Henrik Norrbom Group CEO

Quarterly data for the consolidated Group

Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2
NOK million 2022 2022 2022 2023 2023 2023 2023 2024 2024
Total operating revenue
Norway 243.5 222.7 225.6 249.2 270.5 274.5 271.4 260.2 311.9
Germany 173.7 203.4 278.8 251.8 298.3 300.9 332.5 265.3 313.7
Sweden 114.0 103.2 124.2 110.5 127.5 113.8 140.0 136.5 151.0
Denmark 77.9 83.4 91.0 97.1 104.1 103.5 113.0 108.8 161.8
Corporate -0.6 -0.7 - -4.0 -0.9 -0.5 -1.2 -0.8 -0.7
Group 608.5 612.0 719.5 704.6 799.4 792.2 855.7 769.9 937.7
EBITA
Norway 44.8 40.4 19.9 30.6 40.7 64.3 21.5 23.3 52.0
Germany 25.3 31.2 20.0 25.3 39.4 44.5 43.4 19.8 32.1
Sweden 13.8 15.3 15.0 9.7 12.2 18.5 17.3 17.2 25.4
Denmark 2.4 7.5 0.5 5.0 6.2 9.2 6.6 6.6 25.2
Corporate -14.4 -8.9 -10.1 -13.6 -20.2 -13.5 -14.4 -17.5 -17.5
Group 71.9 85.5 45.3 57.0 78.4 123.1 74.4 49.4 117.1
Adjusted EBITA
Norway 47.5 40.6 20.2 32.0 40.9 64.7 21.5 23.6 54.0
Germany 27.4 33.3 45.2 25.3 39.4 44.5 46.8 19.8 35.4
Sweden 14.6 16.7 15.0 9.7 12.2 18.5 18.0 17.2 25.8
Denmark 2.4 5.0 0.5 5.0 6.2 9.8 6.6 7.0 20.3
Corporate -14.4 -8.9 -9.9 -12.6 -16.0 -13.6 -11.3 -15.4 -17.5
Group 77.6 86.7 71.0 59.4 82.7 124.0 81.6 52.3 117.9
Adjusted EBITA margin
Norway 19.5% 18.2% 9.0% 12.8% 15.1% 23.6% 7.9% 9.1 % 17.3%
Germany 15.8% 16.4% 16.2% 10.1% 13.2% 14.8% 14.1% 7.5% 11.3%
Sweden 12.8% 16.1% 12.1% 8.8% 9.6% 16.3% 12.8% 12.6% 17.1%
Denmark 3.1% 6.0% 0.5% 5.1% 5.9% 9.5% 5.9% 6.5% 12.5%
Corporate n.a. n.a. n.a. n.a. n.a. n.a. n.a n.a n.a
Group 12.7% 14.2% 9.9% 8.4% 10.4% 15.7% 9.5% 6.8% 12.6%

Key performance indicators

KEY FIGURES

Reconciliation of alternative performance measures, not defined under IFRS

Line
ID
NOK million Calcu
Source
lation
Apr-Jun
2024
Apr-Jun
2023
Jan-Jun
2024
Jan-Jun
2023
Jul 2023 -
Jun 2024
Jan-Dec
2023
A Total operating revenue P&L 937.6 799.4 1,707.6 1,504 3,355.5 3,151.9
Profit or loss for the
period
P&L 57.1 56.7 78.4 89.3 204.9 226.6
Earnings per share (basic
and diluted), NOK
P&L 0.31 0.31 0.43 0.49 1.12 1.24
Average number of
ordinary shares
outstanding
P&L 182,301,855 182,682,740 182,361,808 182,682,740 182,641,762 182,632,036
Growth in total operating
revenue, %
17.3 31.4 13.5 32.5 n.a 27.8
Organic growth in total
operating revenue, %
8.8 12.3 6.8 13.1 n.a 13.7
Organic growth in total
operating revenue,
currency adjusted, %
9.2 4.0 5.6 6.1 n.a 6.3
Acquired growth in total
operating revenue, %
8.5 19.1 6.7 19.4 n.a 14.1
B Total operating expenses P&L -735.8 -648.7 -1,377.1 -1,228.7 -2,677.6 -2,529.2
C EBITDA (earnings before
interest, taxes,
depreciation and
amortization)
C=A-B 201.8 150.8 330.5 275.3 677.9 622.7
EBITDA margin, % C/A 21.5 18.9 19.4 18.3 20.8 19.8
D Depreciation and
impairment of tangible
assets (PPE and leased
right-of-use assets)
Note 5
and 7
-84.7 -72.4 -163.9 -139.9 -313.9 -289.9
E EBITA E=C-D 117.1 78.4 166.5 135.4 363.9 332.8
EBITA margin, % E/A 12.5 9.8 9.8 9.0 11.3 10.6
F Depreciation,
amortization and
impairment of tangible
and intangible assets
P&L -95.4 -83.0 -186.5 -161.5 -363.8 -338.9
G EBIT G=C-F 106.4 67.8 144.0 113.8 314.0 283.9
EBIT margin, % G/A 11.3 8.5 8.4 7.6 9.9 9.0
H Non-recurring items,
expenses
0.8 4.4 3.7 6.7 11.9 14.9
I Adjusted EBITDA I=C+H 202.6 155.2 334.1 282.1 689.7 637.6
Adjusted EBITDA margin,
%
I/A 21.6 19.4 19.6 18.8 21.0 20.2
J Adjusted EBITA J=E+H 117.9 82.7 170.2 142.1 375.8 347.7
Adjusted EBITA margin,
%
J/A 12.6 10.4 10.0 9.5 11.5 11.0
K Adjusted EBIT K=G+H 107.2 72.2 147.7 120.6 325.9 298.8
Adjusted EBIT margin, % K/A 11.4 9.0 8.6 8.0 10.1 9.5
L Lease payments Note 6 66.3 55.3 126.4 106.9 242.4 222.9
M Capital expenditures
(purchases minus
disposals)
Note 7 50.6 42.6 62.9 72.6 142.0 151.6
N Net cash inflow from
operating activities
CF 109.8 132.5 154.0 177.6 530.3 553.9
O Cash conversion, % N/I 54.2 85.4 46.1 62.9 70.0 86.9
Line
ID
Balance sheet key performance indicators Source Calculation Jun 30,
2024
Dec 31,
2023
AA Non-current and current loans Financial position 816.0 649.6
AB Non-current and current lease liabilities Financial position 993.3 867.6
AC Cash and cash equivalents Financial position 173.9 267.0
AD Net debt AD=AA+AB-AC 1,635.4 1,250.2
AE Net debt/LTM* Adjusted EBITDA AE=AD/I 2.4 2.0
BA Inventories Financial position 24.1 18.7
BB Accounts receivable Financial position 619.5 441.9
BC Other current receivables Financial position 221.5 201.0
BD Accounts payable Financial position 211.4 157.5
BE Other current payables Financial position 312.3 319.4
BF Net working capital BF= BA+BB+BC-BD-BE 341.4 184.7
BG Net working capital/LTM* total operating
revenue, %
BG=BF/A 10.2 5.9
CA Total assets Financial position 4,838.7 4,206.4
CB Current liabilities Financial position 944.1 807.2
CC Capital employed CC=CA-CB 3,894.6 3,399.2
CD Return on capital employed, % CD=G(LTM*)/CC 8.1 8.4

* LTM – Last twelve months

SEGMENT KEY PERFORMANCE INDICATORS

NOK million Apr-Jun
2024
Apr-Jun
2023
Change Jan-Jun
2024
Jan-Jun
2023
Change Jul 2023-
Jun 2024
Jan-Dec
2023
Norway
Total operating revenue 311.9 270.5 15.3% 572.1 519.7 10.1% 1,118.0 1,065.7
EBITA 52.0 40.7 27.7% 75.3 71.3 5.5% 161.0 157.1
EBITA margin, % 16.7 15.0 1.6 pp 13.2 13.7 -0.6 pp 14.4 14.7
Adjusted EBITA 54.0 40.9 31.9% 77.6 72.9 6.4% 163.8 159.1
Adjusted EBITA margin, % 17.3 15.1 2.2 pp 13.6 14.0 -0.5 pp 14.6 14.9
Germany
Total operating revenue 313.7 298.3 5.2% 579.0 550.1 5.3% 1,212.4 1,183.4
EBITA 32.1 39.4 -18.5% 51.9 61.6 -19.8% 139.8 152.6
EBITA margin, % 10.2 13.2 -3 pp 9.0 11.2 -2.8 pp 11.5 12.9
Adjusted EBITA 35.4 39.4 -10.2% 55.2 61.6 -14.7% 146.5 156.0
Adjusted EBITA margin, % 11.3 13.2 -1.9 pp 9.5 11.2 -2.2 pp 12.1 13.2
Sweden
Total operating revenue 151.0 127.5 18.4% 287.5 238.0 20.8% 541.2 491.7
EBITA 25.4 12.2 107.4% 42.6 22.0 94.0% 78.4 57.8
EBITA margin, % 16.8 9.6 7.2 pp 14.8 9.2 5.6 pp 14.5 11.7
Adjusted EBITA 25.8 12.2 111.0% 43.0 22.0 96.0% 79.5 58.5
Adjusted EBITA margin, % 17.1 9.6 7.5 pp 15.0 9.2 5.7 pp 14.7 11.9
Denmark
Total operating revenue 161.8 104.1 55.4% 270.6 201.2 34.4% 487.1 417.7
EBITA 25.2 6.2 307.8% 31.8 11.2 184.4% 47.6 27.0
EBITA margin, % 15.6 5.9 9.6 pp 11.7 5.5 6.2 pp 9.8 6.5
Adjusted EBITA 20.3 6.2 228.8% 27.3 11.2 144.3 % 43.7 27.6
Adjusted EBITA margin, % 12.5 5.9 6.6 pp 10.1 5.5 4.5 pp 9.0 6.6
Corporate & other
Total operating revenue -0.7 -0.9 -1.5 -4.9 -3.2 -6.6
EBITA -17.5 -20.2 -35.0 -33.8 -63.0 -61.7
EBITA margin, % n.a. n.a n.a. n.a n.a.
Adjusted EBITA -17.5 -16.0 -32.9 -28.6 -57.7 -53.5
Adjusted EBITA margin, % n.a. n.a n.a. n.a n.a. n.a.
Norva24 Group
Total operating revenue 937.6 799.5 17.3% 1,707.6 1,504.0 13.5% 3,355.5 3,151.9
EBITA 117.1 78.4 49.5% 166.5 135.4 23.0% 364.0 332.8
EBITA margin, % 12.5 9.8 2.7 pp 9.8 9.0 0.7 pp 10.8 10.6
Adjusted EBITA 117.9 82.7 42.6% 170.2 142.1 19.7% 375.8 347.7
Adjusted EBITA margin, % 12.6 10.4 2.2 pp 10.0 9.5 0.5 pp 11.2 11.0

Definitions

DEFINITIONS AND EXPLANATIONS OF KEY PERFORMANCE INDICATORS

Measure Definition Reason for use
Total operating
revenue growth
Change in total operating revenue as a percentage of
total operating revenue during the comparative period,
i.e., the previous year or quarter.
Change in total operating revenue reflects the Group's
realized operating revenue growth over time.
Organic growth
in total
operating
revenue
Change in total operating revenue in comparable units
after adjustment for acquisition effects, as a
percentage of total operating revenue during the
comparative period.
Organic total operating revenue growth excludes the effects
of changes in the Group structure, which enables a
comparison of operating revenue over time.
Acquisition
growth
Change in total operating revenue as the percentage
change from the comparative period of total operating
revenue during the comparative period, driven by
acquisitions. Operating revenue driven by acquisitions
is defined as total pro forma operating revenue during
the period attributable to companies which have been
acquired during the last twelve months.
Acquisition growth reflects the acquired units' effects on
total operating revenue.
EBITDA Earnings before interest, taxes, depreciation and
amortization.
EBITDA provides an overall picture of profit generated from
the operating activities and is a supplement to the operating
profit (EBIT).
EBITDA margin EBITDA as a percentage of total operating revenue. EBITDA margin is used to measure operating profitability
and indicates the Group's operating earnings capacity.
EBITA Earnings before interest, taxes and amortization. EBITA provides an overall view of profit generated by
operating activities and is a supplement to the operating
profit.
EBITA margin EBITA in relation to total operating revenue. EBITA margin is used to measure operating profitability and
indicates the Company's operating earnings capacity.
EBIT margin Earnings before interest and taxes (EBIT) in relation to
total operating revenue.
Operating margin enables comparison of the Group's
profitability regardless of capital structure or tax situation.
Non-recurring
items
Items affecting comparability such as acquisition
costs, integration costs and restructuring costs.
Enables comparison of profitability measures without items
affecting comparability.
Adjusted
EBITDA
EBITDA adjusted for non-recurring items. Enables comparison of EBITDA excluding items affecting
comparability with other periods. Adjusted EBITDA is a
measure that the Group regards as relevant for investors
who wish to understand income generation before
investments in non-current assets and items affecting
comparability.
Adjusted
EBITDA margin
Adjusted EBITDA as a percentage of total operating
revenue.
Adjusted EBITDA margin excludes the effect from items
affecting comparability, which enables comparison of the
underlying operating profitability over time.
Adjusted EBITA EBITA adjusted for non-recurring items. Enables comparison of EBITA without items affecting
comparability with other periods. Adjusted EBITA is a
measure that the Company regards as relevant for investors
who wish to understand income generation before
investments in noncurrent assets and items affecting
comparability.
Adjusted EBITA
margin
Adjusted EBITA as a percentage of total operating
revenue.
Adjusted EBITA margin excludes the effect from items
affecting comparability, which enables a comparison of the
underlying operating profitability over time.
Measure Definition Reason for use
Adjusted EBIT Earnings before interest and taxes (EBIT) adjusted for
non-recurring items.
Adjusted EBIT (operating profit) excludes the effect from
items affecting comparability, which provides a measure of
profit generated from the operating activities.
Adjusted EBIT
margin
Adjusted operating profit as a percentage of total
operating revenue.
Adjusted EBIT (operating margin) excludes the effect from
items affecting comparability, which enables comparison of
the underlying business over time.
Net debt Total interest-bearing liabilities less cash and cash
equivalents. Total interest-bearing liabilities consists
of non-current and current loans, and leasing liabilities
according to IFRS 16.
Net debt is used to monitor the interest-bearing liabilities
development and the level of the refinancing requirement.
The measure is also used as the numerator in the Net debt
ratio used to monitor financial leverage.
Net debt/
LTM adjusted
EBITDA
Net debt in relation to twelve-month adjusted EBITDA.
Pro forma EBITDA includes all operations within the
Group for the full last twelve-month period.
The Group uses the Net debt ratio to monitor the level of
financial leverage.
Net working
capital
Net working capital includes accounts receivable and
other current receivables less trade payables and
other current liabilities.
The measure shows how much net working capital is
allocated in the operations and is useful to indicate how
effectively net working capital is used.
Net working
capital/ total
operating
revenue
Net working capital in relation to the pro forma rolling
twelve-month total operating revenue.
Net working capital ratio enables the Group to measure its
net working capital over time.
Capital
expenditures
Capital expenditures is defined as funds used by the
Group to acquire, upgrade, and maintain owned
physical assets such as property, buildings, vehicles,
or equipment. Excluding acquisitions and
divestments.
Capital expenditure is used to measure the funds required
to acquire, upgrade, and maintain the Group's physical
assets.
Net cash inflow
from operating
activities
From the Cash flow statement. Operating cash flow is used to monitor cash flows
generated by operating activities. The measure is also used
as the numerator in the calculation of cash conversion.
Cash
conversion
Net cash inflow from operating activities in relation to
adjusted EBITDA.
Cash conversion enables the Group to monitor how
efficiently the Group manages operating investments and
working capital as well as the operating activity's ability to
generate cash flows.
Capital
employed
Total assets less current liabilities. Capital employed is a measure which the Group uses for
calculating the return on capital employed and for
measuring the efficiency of the Group excluding the impact
of goodwill.
Return on
capital
employed
EBIT in relation to Capital employed. Return on capital employed provides the profitability (EBIT)
of the Group's capital employed.

History

Although the oldest local branch of Norva24 was founded in 1919 in Norway as a family business offering UIM services with horses and carriages, Norva24 in its current form was created in 2015 through a merger of five local UIM companies in Norway, to bring a disruptive business model to and professionalize the UIM services industry. In connection with the establishment of Norva24, Valedo Partners Fund II AB invested in the Group.

Current position

Norva24 is one of the leading players in the UIM industry in Europe with strong market presence within all its Northern European markets, Norway, Germany, Sweden and Denmark.

Norva24 has through its latest acquisitions exceeded NOK 3.6 billion in pro forma revenues, strengthened the network to more than 80 branches, increased the number of employees to more than 1,900 and signed Norva24's 52nd acquisition.

Norva24 operates in many different parts of the Underground Infrastructure Maintenance serving several different types of customers. UIM services are mission critical and essential for society.

Vision & Core values

Our long-term vision is to build a European market leader and lighthouse in Underground Infrastructure Maintenance (UIM). Norva24's vision is to become the leading European operator in our industry and an inspiration to the UIM industry development in Europe.

Values and Guiding Principles

Let these values be guiding for our business:

  • We deliver what's been agreed
  • We are competent and deliver high professional quality and precision
  • We see and understand the customers' needs
  • We show decisiveness by getting things done, and seek help from others when needed to get the job done

Trust Passion

  • We have passion for our job and will always help
  • We are focused at finding solutions and have a positive appearance when meeting customers and colleagues
  • We are uncomplicated and informal
  • We meet customers and colleagues with a smile

Medium term financial targets

Profitability

Target to achieve an adjusted EBITA margin of 14- 15% in medium term.

Capital structure

Norva24's capital structure shall enable a high degree of financial flexibility and allow for acquisitions. Target steady state net debt ratio (including IFRS16 lease liabilities) should normally not exceed 2.5x adjusted EBITDA, other than temporarily as a result of M&A. Temporarily is defined as maximum four calendar quarter sequentially.

Dividend Policy

As part of Norva24's vision and strategy, the Group intends to reinvest cash flows into growth and expansion initiatives, including acquisitions, and as such does not expect to pay annual dividends to its shareholders in medium term.

Revenue growth

Target to achieve revenue of around NOK 4.5bn by 2025 while achieving an average organic growth per annum of at least in line with market growth.

Shareholder information & financial calendar

TOP 20 OWNERSHIP STRUCTURE JUNE 30, 2024

Shareholder Total shares Ownership, %
Valedo Partners Fund II 52,716,567 28.9
Nordstjernan 16,845,752 9.2
Briarwood Chase Management 15,299,645 8.4
Invest24 AS 12,519,326 6.9
T. Rowe Price 8,528,638 4.7
Swedbank Robur Funds 7,858,707 4.3
Capital Group 7,776,331 4.3
AQP Holding AS 3,446,536 1.9
Robeco 3,000,000 1.6
Royce & Associates LLC 2,814,205 1.5
Fallang Holding AS 2,229,694 1.2
Jkt Birkeland Invest AS 2,186,821 1.2
Arild Bødal 1,829,095 1.0
Investering & Tryghed A/S 1,735,564 1.0
Isco AS 1,600,146 0.9
Flagstad Invest AS 1,526,052 0.8
Jens Backhaus 1,469,256 0.8
Nordnet Pension Insurance 1,241,256 0.7
Mats Lönnqvist 1,202,962 0.7
Handelsbanken Funds 1,154,172 0.6
Total top 20 shareholders 146,980,725 80.5
Own shares 485,371 0.3
Other 35,216,644 19.3
Total 182,682,740 100.0

Financial calendar Contact information

Interim report January - September 2024 November 15, 2024

Year-end report January - December 2024 February 19, 2025

Interim report January - March 2025 May 13, 2025

Interim report January - June 2025 August 13, 2025

Henrik Norrbom

Group CEO

Tel: +46 727 08 15 15 [email protected]

Stein Yndestad

Group CFO

Tel: +47 916 86 696 [email protected] [email protected]

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