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Arribatec Group ASA

Quarterly Report May 24, 2022

3541_rns_2022-05-24_09b55f9b-ecdf-46e5-97d9-9c0289fffa8f.pdf

Quarterly Report

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2021 Artbox Report Template All rights reserved © Artbox AS 2021

| Quarterly report Q1 2022 ^

2

| Contents ^

Highlights 3
Operation, sales & outlook 4
Financial review 6
Financial statements & notes 8
APMs, terms and abbreviations 31

| Highlights ^

Arribatec Group delivers a record high total revenue of NOK 125.9m for the first quarter of 2022, a growth of 27% compared to the same quarter last year of NOK 99.2m.

The Group reports an EBITDA for the quarter of NOK -6.2m, which is 16.1m below same quarter last year, and an adjusted EBITDA of -2.6m.

Recurring Revenue (RR) increased by NOK 15.9m compared to the same period last year, to NOK 46.8m for the first quarter of 2022.

The cash balance at the end of the quarter was NOK 37.4m.

Key consolidated figures and ratios Q1
2022
Q4
2021
Q3
2021
Q2
2021
Q1
2021
Full year
2021
Revenue TNOK 125
943
115
977
94
361
104
427
99
173
413
938
Gross profit TNOK 97
567
90
941
71
260
82
435
76
444
321
079
EBITDA TNOK (6
231)
(4
535)
(13
893)
1
783
9
845
(6
800)
Adjusted EBITDA TNOK (2
577)
(905) (13 261) 2 231 10 334 (1
601)
Operating profit/(loss), EBIT TNOK (18 936) (24
622)
(21
969)
(6
215)
3
036
(49
770)
Net profit/(loss) TNOK (19 478) (22
721)
(19
655)
(7
088)
606 (48
858)
Revenue growth y/y for the quarter/full year % 27.0% 90.7% 253.0% 240.9% 176.7% 264.2%
Gross profit margin % 77.5% 78.4% 75.5% 78.9% 77.1% 77.6%
EBITDA margin % (4.9%) (3.9%) (14.7%) 1.7% 9.9% (1.6%)
Adjusted EBITDA margin % (2.0%) (8.2%) 0.7% 2.9% 4.3% (0.4%)
Earnings per share NOK (0.03) (0.04) (0.04) (0.02) 0.00 (0.10)
Cash at end of period TNOK 37
415
43
758
56
111
78
586
91
525
43
758
Equity TNOK 294 121 316
506
328
523
349
266
356 757 316
506
Equity ratio % 51.9% 57.3% 65.5% 67.3% 68.0% 57.3%
Price per share at end of reporting period NOK 0.891 1.180 1.486 1.708 1.830 1.180
FTEs Number 383 373 349 311 290 373
No. of outstanding shares, beg. of period Number 584
903
064
584
903
064
455
112
929
440
112
929
418
583
331
418
583
331
New shares issued Number 0 0 129
790
135
15
000
000
21
529
598
166
319
733
No. of outstanding shares, end of period Number 584
903
064
584
903
064
584
903
064
455
112
929
440
112
929
584
903
064
Average number of shares, year to date Number 584
903
064
584
903
064
473
926
431
449
508
533
408
112
328
489
277
730

| Operation, sales & outlook ^

Arribatec has organized its business activities in five business areas (BA). Three of the BAs, namely;

  • Business Services (BizS),
  • Enterprise Architecture & Business Process Management (EA-BPM)
  • Cloud (Cloud),

are all industry agnostic, meaning the product and services delivered by these BAs, can be sold to all industries and public sector. Cross-sale between the three of them is natural, and they meet the needs of medium- and large-sized mature organizations. They are the three largest BAs both in terms of people, revenue, and EBITDA. Combined, they represent 90% of the revenue for the Group and are the profit drivers going forward.

Business Services (BizS)

The Business Services segment delivered total revenue of NOK 77.6m in the first quarter, a 33% growth compared to Q1 in 2021. The expansion, particularly in services, mainly manifests in the Nordics and Continental Europe (in particular France), the top growing regions. The BA also signed the first large deals of the new Costing & Pricing solution in the UK, and our operations in the Netherlands and APAC have closed their first local deals during the quarter.

During the quarter, we have been collaborating more closely with our key existing software partners Unit4, Rambase and Hypergene, and have further strengthened our global partner network by adding the Catalyst One HCM solution to our offering. We continue to create and develop our own IP value-add/add-on products around our partner's product offerings further to enhance their fit in our key verticals and markets.

Going forward, we expect to see growth in services revenue, primarily in SaaS/recurring revenue, as our pipeline is strong and our closer collaboration with our software partners has started to yield results, both in terms of an increased success rate and a shortening of the sales cycles.

Enterprise Architecture & Business Process Management (EA-BPM)

EA-BPM increased total revenue by 85% compared to the same quarter last year (the segment was established in February 2021), reaching NOK 22.1m in Q1 of 2022. The BA plans to increase the headcount by 40% within the year to accommodate further expansion.

Several significant consulting agreements have been closed during the quarter like a three-year frame agreement with a possible value of NOK 25 million, a management system

content development with a value of NOK 9 million this year alone, and multiple contract extensions at existing customers.

Cloud (Cloud)

BA Cloud had a total revenue of NOK 26.8m in the first quarter, a 39% growth compared to same quarter last year. During March, Cloud recorded for the first time a monthly revenue of more than NOK 10m. This is mainly due to an increase in the delivery of more public cloud- and security services, where Public Cloud now accounts for more than 25% of total revenue in BA Cloud.

More than 20 new agreements were signed and the pipeline for new contratcs in 2022 is robust. Cloud continues to hire new consultants and plan to hire additional sales staff in three new cities in Norway this year.

Cloud was ISO27001 certified in March. This ensures deliveries with a high degree of security and quality.

Marine (Marine) and Hospitality (Hspt), the two smaller BAs are pure industry verticals where cross-sale is less prevalent.

Marine is currently undergoing a restructuring process, whereby product offering and staffing levels are adjusted for Marine to recover from significant losses in 2021. We expect that Marine will be back to profitability in ultimo third quarter 2022.

Hospitality is a maturing start-up with significant market potential. Over the last 15 months, it has grown from 4 to 11 employees, developed a proven, cutting-edge product offering, and is now focusing on growth and customer support.

We expect a positive EBITDA run rate towards the end of 2022 for Hospitality.

Marine (Marine)

BA Marine experienced a revenue reduction of 13% compared to the same quarter last year, and reports NOK 12.9m in the first quarter of 2022.

However, the BA now sees an improvement in parts of the shipping industry compared to the last quarter of the previous year. While the cruise segment, a segment where Marine generates a significant part of its revenue, is still far from the pre-pandemic levels, we expect to see this segment expand faster than previously anticipated.

The full effect of the war in Ukraine on the cruise market is still hard to predict. So far, the cruise companies have modified their plans, adjusting routes and itineraries according to the evolution of the conflict.

On the other hand, in the LNG sector, the war has caused a drastic change compared to the business generated last year, as many, if not all, large Russian operators have been sanctioned. For Marine, this resulted in a reduced prospective pipeline compared to what we had at the end of 2021.

To mitigate the effects on BA Marine from the war in Ukraine and the aftermath of the pandemic, the BA is currently undergoing a restructuring process. We expect to see the full effect of this in Q4 2022.

Hospitality (Hspt)

BA Hospitality continue to expand and has so far signed up 19 hotels for the automated check-in/out solution.

With a new sales representative in Sweden, BA Hospitality continues their Nordic expansion, and additional customers in Sweden are now lined up.

An interesting strategic partnership agreement has been signed with a Dutch company that offers a platform for payment solutions to simplify the payment process across globally. The synergy between Arribatec and the partner aims to combine tech expertise and offer best-in-class technology, focusing on guest journey and experience. With the new partnership, Arribatec Hospitality will get a platform that scales and delivers a seamless self-check-in solution in up to 38 countries – and counting.

| Financial review ^

Revenue

Arribatec Group's Q1 Y/Y revenue growth was 27% and was at the end of Q1 reported at NOK 125.9m. Recurring revenue (RR) accounted for NOK 46.8m or 37% of total revenue, where Region Norway delivered 78% of the total. Compared to the same quarter last year, RR increased by NOK 15.9m. Consulting services accounted for NOK 75.2m of the total revenue, where Region Norway had NOK 38.3m, Europe NOK 31.5m, and Americas NOK 5.4m.

Material, software and services amounted to NOK 28.4m compared to last year's quarter of NOK 22.7m. Gross profit increase by NOK 21.1m in Q1 compared to last year.

Total operating expenses amounted to NOK 103.8m, an increase of NOK 37.2m compared to same period last year. The main expense in Operating expense is salary and personnel cost, equal to 85% of total operating expense.

EBITDA for the first quarter amounted to NOK -6.2m which is NOK 16.1m below the same quarter last year. The decrease is mainly explained by restructuring cost within BA Marine, start-up cost for BA Hospitality, time spent on internal integration projects and an increase in business support and

corporate units. EBITDA margin for the quarter was -4.9%. EBITDA adjusted for M&A-related expenses and restructuring cost was NOK -2.6m, thus a margin of -2.0% for the quarter.

Depreciation and amortization (D&A) amounted to NOK 12.7m for the quarter compared to NOK 6.8m in same quarter 2021. The two main components of the D&A are amortizations of intangible assets from acquired companies (2.8m), internally developed software and technical software (4.6m), depreciation of fixed assets (0.6m) and depreciation of right-of-use assets (4.2m) such as office lease contracts calculated according to IFRS 16.

Finance, tax & net result

Net financial items was NOK -0.4m and calculated tax expense for the period is NOK 0.2m leaving a net loss after tax of NOK -19.5m for the quarter.

The balance sheet

Total assets of the Group at the end of quarter was NOK 566.7m compared to 552.0m at the end of year 2021. Non-current intangible assets at the end of the period accounted for NOK 307.9m. Intangible assets consist of goodwill of NOK 204.4m, which stems from the acquisitions

done by Arribatec since Q4 2020. Additionally, as at the end of period, NOK 42.6m of the purchase price paid for the companies was allocated as the value of the customer relations in those same companies. Finally, technical and custom-made software accounts for NOK 56.6m of the intangible assets. Total intangible assets at the end of 2021 was NOK 316.4m.

Current assets of NOK 183.1m consist of account receivables of 91.9m, while the cash balance at the end of the quarter was NOK 37.4m. Other receivables, inventory and contract assets add up to NOK 53.8m. Total current assets at the end of 2021 was NOK 177.8m.

Non-current liabilities at the end of the quarter are NOK 91.9m, of which 26.3m is drawdowns on smaller revolving credit facilities in Norway and Italy. Lease liabilities related to office and equipment with a remaining lease period above twelve months calculated under IFRS 16 accounted for NOK 27.1m, while deferred tax totaled to 15.9m. Total non-current liabilities at the end of last year was NOK 87.0m.

Current liabilities amounted to NOK 180.6m at the end of Q1 2022. Other current liabilities account for 83.3m. This item mainly includes accruals for employee tax and VAT. The total amount of other current liabilities at the end of last year was NOK 82.9m.

At the end of the quarter, total equity was NOK 294.1m, giving an equity ratio of 51.9%.

At the end of the first quarter 2022, Arribatec had a total of 584 903 094 shares outstanding.

Cash flow and liquidity

Arribatec's cash flow from operating activities in Q1 was positive with NOK 1.3m, which compares to a negative 6.4m in the first quarter of 2021. Net change in accounts receivables and payables had a positive impact of NOK 3.9m while a change in other current accounts increased cash from operation by another NOK 3.7m (mainly employee tax and accrued vacation pay). Net cash flow from investing activities was NOK -3.2m. Of this, 0.9m is capitalized development costs and purchased software. Net cash flow from financing was negative by NOK 4.1m. Arribatec had NOK 37.4m in cash and cash equivalents at the end of the year.

Other activities

Effective 1 January 2022, Geir Johansen was appointed as CEO.

Subsequent events after reporting date

A private placement of 100 000 000 shares, each at a price of NOK 0.50 per share, was completed in April 2022. Gross proceeds from the private placement was NOK 50 m.

| Condensed consolidated financial statements & notes ^

| Condensed consolidated statements of profit and loss ^

Year to date
NOK thousand Note 31 Mar 2022 31 Mar 2021 Full year 2021
Revenue 3 125
943
99
173
413
938
Materials, software and services (28
375)
(22
729)
(92
859)
Gross profit 97
567
76
444
321
079
Salary and personnel costs (88
490)
(56
563)
(272
679)
Other operating expenses (15
308)
(10
036)
(55
201)
Total operating expenses (103
799)
(66
599)
(327
879)
EBITDA (6
231)
9
845
(6
800)
Depreciation, amortization and impairment (12 704) (6
809)
(42
970)
EBIT (18 936) 3
036
(49
770)
Financial income 4 531 1
196
2
598
Financial expense 4 (888) (1
657)
(6
487)
Profit/(loss) before tax (19 293) 2
575
(53
660)
Tax expense (185) (1
970)
4
802
Profit/(loss) after tax (19 478) 606 (48
858)
Attributable to:
Equity holders of the parent company (19 478) 606 (48
858)
Earnings per share: basic 10 (0.03) 0.00 (0.10)
Earnings per share: diluted 10 (0.03) 0.00 (0.10)

| Consolidated statement of comprehensive profit and loss ^

Year to date
NOK thousand 31 Mar 2022 31 Mar 2021 Full year 2021
Profit/(loss) after tax (19 478) 606 (48
858)
Items that may be classified subsequently to profit or loss
Foreign currency translation differences - foreign operations (2 474) (1
012)
390
Other comprehensive income/(loss) for the period (2 474) (1
012)
390
Total comprehensive income/(loss) for the period (21 953) (406) (48
468)
Attributable to:
Equity holders of the parent company (21 953) (406) (48
468)

| Interim consolidated statement of financial position ^

NOK thousand Note 31 Mar 2022 31 Dec 2021
ASSETS
Non-current assets
Property, Plant and equipment 7 698 7
445
Right-of-use assets 6 43 456 30
266
Goodwill 5 204 413 205
279
Customer relations 5
42 574 46
031
Other Intangible assets 5 60 871 65
047
Other non-current assets 14 971 10
678
Deferred tax assets 9 598 9
511
Total non-current assets 383 581 374
259
Current assets
Accounts receivable 91
888
88
674
Other receivables 2
608
2
290
Contract assets 19
728
19
549
Inventory 7
421
3
179
Other current assets 24
033
20
320
Cash and cash equivalents 37
415
43
758
Total current assets 183
093
177
771
TOTAL ASSETS 566 674 552
029
NOK thousand Note 31 Mar 2022 31 Dec 2021
EQUITY AND LIABILITIES
Equity
Share capital 9 163
773
163
773
Other paid in capital 196
268
196
700
Exchange differences (2
077)
398
Other equity (63 843) (44
365)
Total equity 294 121 316
506
Non-current liabilities
Interest bearing loans 7 26
335
27
902
Non-current lease liabilities 6 27
143
19
148
Other non-current financial liabilities 1
078
96
Deferred tax liabilities 15
915
17
084
Provisions 21 445 22
789
Total non-current liabilities 91 915 87
018
Current liabilities
Current financial liabilities 7 10
691
9
523
Current lease liabilities 6 17
560
12
346
Accounts payable 28
323
21
227
Contract liabilities 39
821
21
483
Current tax payable 939 1
046
Other current liabilities 83 304 82
880
Total current liabilities 180 638 148
505
Total liabilities 272
553
235
523
TOTAL EQUITY AND LIABILITIES 566 674 552
029

| Interim consolidated statement of changes in equity ^

Equity related to the shareholders of the parent company
Restricted
NOK thousand Share capital Other
paid in capital
Exchange
differences
Other equity Total Equity
Balance on 1 January 2021 117
203
194
510
8 4
493
316
214
Result of the period (48
858)
(48
858)
Comprehensive income for the period 390 390
Total comprehensive result for the period 0 0 390 (48
858)
(48
469)
Other equity transactions (2
870)
(2
870)
Share consideration relating to business combination 2020 (Facil, Microsky and Innit) (45
607)
(45
607)
Capital increase related to business combinations 11
628
74
929
86
557
Conditional share consideration relating to acquisition of Integra – shares to be issued during 2022 and 2023 11
281
11
281
Capital increase related to merger with subsidiary Arribatec AS 34
941
(34
941)
0
Share issue cost (600) (600)
Closing balance 31 Dec 2021 163
773
196
700
398 (44
365)
316
506
Balance on 1 January 163
773
196
700
398 (44
365)
316
506
Result of the period (19 478) (19 478)
Comprehensive income for the period (2
474)
(2 474)
Total comprehensive result for the period 0 0 (2
474)
(19 478) (21 953)
Share issue cost (432) (432)
Closing balance 31 Mar 2022 163
773
196
268
(2
077)
(63 843) 294 121

| Interim consolidated cash flow statement ^

Year to date
NOK thousand Note 31 Mar 2022 31 Mar 2021 Full year 2021
Operating activities
Profit/(Loss) before tax (19 293) 2
575
(53
660)
Taxes paid 0 (982) (982)
Adjustments for:
- Finance income and expense 4 357 461 3
890
- (Increase)/decrease in trade receivables (3 214) (7
593)
(6
874)
- (Decrease)/increase in trade payables 7 096 (11
443)
(13
257)
- Depreciation and amortization 5,
6
12 704 6
808
39
611
- Impairment losses on intangible assets 5 0 0 3
359
Change in other current accounts 3 662 3
784
1
715
Net cash flows operating activities 1 312 (6
390)
(26
197)
Investing activities
Cash received through business combination 8 0 20
711
29
857
Cash consideration Investment in subsidiaries 8 0 (101
472)
(118
299)
Capitalized tangible and intangible assets 5 (3
191)
(7
543)
(27
416)
Interest received 4 398 212
Net cash flows investing activities (3
187)
(87
907)
(115
647)
Year to date
NOK thousand Note 31 Mar 2022 31 Mar 2021 Full year 2021
Financing activities
Proceeds from borrowings 0 0 18
445
Change in overdrafts 1
770
(1
433)
(2
067)
Repayment of debt (1
147)
(470) (3
006)
Interest paid (181) (546) (2
507)
Instalments lease liabilities (4
102)
0 (13
293)
Share issue cost (432) 0 (600)
Net cash flows financing activities (4
091)
(2
448)
(3
028)
Net change in cash and cash equivalents (5
965)
(96
745)
(144
872)
Cash and cash equivalents at beginning of period 43
758
188
270
188
270
Currency translation (378) 0 361
Cash and cash equivalents at end of period 37
415
91
525
43
758

| Notes to the condensed consolidated interim financial statements ^

Note 01 Basis for the preparation

The parent company Arribatec Group ASA (Company) is a company domiciled in Norway. These condensed consolidated interim statements ("interim financial statements") comprise the Company and its subsidiaries (together referred to as "the Group"). This interim report is unaudited and it is prepared in accordance with IAS 34 Interim Financial Reporting, as adopted by the EU. The accounting policies adopted are consistent with those used in the annual financial statements for the year ended on 31 December 2021. Changes to IFRSs which have been effective from 1 January 2022 have had no material impact on the Group's financial statements. All presented figures in this interim report have been rounded and consequently, the sum of individual figures can deviate from the presented total figure.

Note 02 Risk and uncertainties

In preparing these interim financial statements, management has made judgements and estimates that effects the application and accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual result may differ from these estimates. Critical Accounting estimates and judgements in terms of accounting policies are more comprehensive discussed in the Company Annual report for the Financial Year 2021, which is available on Arribatec's website: www.Arribatec.com.

Note 03 Revenue per geography and segment

Segment

The management of the Group follow up the revenue by Business Area and geography. During 2022, segment reporting was implemented and for comparable 2021 figures, estimates have been applied, ref table below.

Business services is focusing on ERP, BI & Analytics, Devops, integrations and research management. Arribatec Business services provide simplicity by implementing, customize, maintain and support the entire business landscape with ERP as the core engine. We integrate it with other market-leading systems that provide better operational support and insight than a single ERP system does.

EA & BPM provides Enterprise Architecture and Business Process Management. Arribatec EA&BPM delivers solutions and long-term services within the spaces of business process management, enterprise architecture and corporate governance to major Norwegian and Nordic customers, both in the private and public sector.

Cloud provides Cloud solutions; hybrid, Azure, Splunk, GDPR. Arribatec Cloud provides consulting, outsourcing and cloud services to private and public enterprises. In addition to offering market leading cloud services from Microsoft and Google, Arribatec Cloud also operates its own public cloud offering based on Norwegian datacenters to accommodate special use cases for our customers.

Hospitality delivers a various of different solutions within selfcheck-in, check-out, housekeeping management, conference systems and more.

Marine is the Business Unit of Arribatec Group focusing on the Maritime sector. Arribatec Marine competencies are the development, implementation and consultancy of the owned asset management system solutions: Infoship. Arribatec Marine history goes back to early age of Information Technology in the Maritime sector.

Year to date 31 Mar 2022

Corporate/
NOK thousand Business services EA & BPM Cloud Hospitality Marine Other Eliminations Total
Revenue 77
587
22
130
26
799
804 12
890
740 (15
008)
125
943
Materials, software and services (21
528)
(5
370)
(9
647)
(444) (4
154)
(4
784)
17
552
(28
375)
Gross margin 56
059
16
760
17
152
360 8
735
(4
043)
2
545
97
567
Salary and personnel costs (44
413)
(13
259)
(10
166)
(2
413)
(12
747)
(5
492)
0 (88
490)
Other operating expenses (1
163)
(1
518)
(4
966)
(738) (385) (3
995)
(2
545)
(15
308)
Total operating expenses (45
576)
(14
777)
(15
131)
(3
151)
(13
132)
(9
486)
(2
545)
(103
799)
EBITDA 10
483
1
983
2
021
(2
792)
(4
397)
(13
529)
0 (6
231)
Depreciation, amortization and impairment (3
077)
(1
124)
(2
052)
(389) (3
080)
(2
981)
0 (12
704)
EBIT 7
406
858 (31) (3
181)
(7
476)
(16
511)
0 (18
936)
Net financial items (364) 62 (26) (69) (170) 210 0 (357)
Profit/(loss) before tax 7
041
920 (57) (3
250)
(7
646)
(16
301)
0 (19
293)
Gross marign % 72.3% 75.7% 64.0% 44.7% 67.8% (546.2%) (17.0%) 77.5%
EBITDA % 13.5% 9.0% 7.5% (347.3%) (34.1%) na 0.0% (4.9%)

Year to date 31 Mar 2021

NOK thousand Business services EA & BPM Cloud Hospitality Marine Corporate/
Other
Eliminations Total
Revenue 58 208 11
932
19
280
0 14
754
0 (5
002)
99
173
Materials, software and services (8 837) (2
617)
(12
715)
(57) (3
262)
0 4
760
(22
729)
Gross margin 49 371 9
315
6
565
(57) 11
492
0 (242) 76
444
Salary and personnel costs (32
584)
(5
838)
(6
438)
(1
074)
(10
614)
(15) 0 (56
563)
Other operating expenses (3
552)
(900) 243 (619) (2
091)
(3
359)
242 (10
036)
Total operating expenses (36
136)
(6
738)
(6
195)
(1
692)
(12
705)
(3
374)
242 (66
599)
EBITDA 13 235 2
577
370 (1
750)
(1
213)
(3 359) 0 9
845
Depreciation, amortization and impairment (625) (29) (780) (257) (2
028)
(3
089)
0 (6
809)
EBIT 12 610 2
548
(410) (2
007)
(3
242)
(6 463) 0 3
036
Net financial items (771) 86 (114) (5) 214 128 0 (461)
Profit/(loss) before tax 11 839 2
634
(523) (2
012)
(3
028)
(6 335) 0 2
575
Gross marign % 84.8% 78.1% 34.0% na 77.9% na 4.8% 77.1%
EBITDA % 22.7% 21.6% 1.9% na (8.2%) na 0.0% 9.9%

Full year 2021

Corporate/
NOK thousand Business services EA & BPM Cloud Hospitality Marine Other Eliminations Total
Revenue 223
390
72
967
87
673
1
097
49
540
0 (20
729)
413
938
Materials, software and services (44
260)
(13
597)
(42
505)
(1
003)
(5
550)
0 14
055
(92
859)
Gross margin 179
130
59
371
45
168
94 43
990
0 (6
673)
321
079
Salary and personnel costs (154
807)
(43
288)
(27
264)
(7
050)
(39
594)
(1
846)
1
170
(272
679)
Other operating expenses (21
333)
(5
391)
(9
494)
(3
531)
(11
351)
(9
604)
5
503
(55
201)
Total operating expenses (176
139)
(48
679)
(36
758)
(10
581)
(50
945)
(11
451)
6
673
(327
879)
EBITDA 2
991
10
692
8
410
(10
487)
(6
955)
(11
451)
0 (6
800)
Depreciation, amortization and impairment (4
247)
(1
324)
(6
310)
(1
432)
(8
747)
(20
910)
0 (42
970)
EBIT (1
256)
9
368
2
100
(11
920)
(15
701)
(32
361)
0 (49
770)
Net financial items (8
765)
100 (516) (235) (2
478)
8
004
0 (3
890)
Profit/(loss) before tax (10
021)
9
468
1
584
(12
154)
(18
179)
(24
357)
0 (53
660)
Gross marign % 80.2% 81.4% 51.5% 8.6% 88.8% na 32.2% 77.6%
EBITDA % 1.3% 14.7% 9.6% na (14.0%) na 0.0% (1.6%)

Disaggregation of revenue

In the following table, revenue is disaggregated by primary service line, geography and recurrence. In presenting the geographic information, revenue has been based on the geographic location of legal entity.

Year to date 31 Mar 2022

NOK thousand Consulting
services
Recurring
Revenue
One-time
revenue
Total
Norway 38
290
36
451
3
425
78
166
Europe 31
475
9
022
522 41
019
Americas 5
387
1
336
35 6
758
Total revenue 75
152
46
809
3
982
125 943

Year to date 31 Mar 2021

NOK thousand Consulting
services
Recurring
Revenue
One-time
revenue
Total
Norway 33 26 5 66
801 795 965 561
Europe 19 3 1 24
834 042 752 629
Americas 7
018
1
084
(119) 7
983
Total revenue 60 30 7 99
652 922 598 173

Full year 2021

NOK thousand Consulting
services
Recurring
Revenue
One-time
revenue
Total
Norway 131 126 14 273
872 924 877 672
Europe 92 14 4 111
742 345 211 297
Americas 23 4 1 28
355 313 301 968
Total revenue 247 145 20 413
969 581 388 938

Note 04 Financial items

Year to date
NOK thousand 31 Mar 2022 31 Mar 2021 Full year 2021
Financial income
Interest income 4 398 259
Realized foreign exchange gains 277 445 2
193
Net unrealized foreign exchange gains 166 0 0
Other financial income 84 353 146
Total financial income 531 1
196
2
597
Financial expenses
Interest on debts and borrowings (181) (724) (1
872)
Interest expense on lease liabilities (325) (280) (1
079)
Realized foreign exchange losses (178) (129) (1
821)
Net unrealized foreign exchange losses 0 (349) (979)
Other financial expenses (203) (175) (736)
Total financial expenses (888) (1
657)
(6
487)
Net financial items (357) (461) (3
890)

Note 05 Intangible assets

Year to date 31 Mar 2022
Other intangible Other intangible Other intangible
NOK thousand Goodwill Customer relations assets;
Custom software
assets;
Technical software
assets;
Licenses
Total
Cost at 1 Jan 2021 205
279
57
526
29 975 54
353
4
979
352 112
Additions 0 0 45 0 436 482
Additions - internally developed 0 0 1 661 0 0 1 661
Translation difference (866) (616) (21) (1
221)
(6) (2 731)
Cost at 31 Mar 2022 204
413
56
910
31 660 53
132
5
409
351 525
Accumulated amortizations at 1 Jan 2021 0 (11
495)
(10 093) (13
523)
(643) (35 755)
Amortization 0 (2
841)
(1 998) (2
620)
(453) (7 913)
Accumulated amortization at 31 Mar 2022 0 (14
337)
(12 092) (16
144)
(1
096)
(43 667)
Carrying amount at 31 Mar 2022 204
413
42
574
19 569 36
989
4
313
307 857
Useful life Infinite 5 yrs 5–10 yrs 5 yrs 3–10 yrs

Year to date 31 Dec 2021

Other intangible
assets;
Other intangible
assets;
Other intangible
assets;
NOK thousand
Goodwill
Customer relations Custom software Technical software Licenses Total
Cost at 1 Jan 2021
93
827 15
529
12
568
1
000
10
018
132
942
Adjustment of opening balance 0 700 (700) 0 0 0
Additions 0 0 826 153 4
876
5
855
Additions - internally developed 0 0 10
316
9
390
0 19
706
From business combinations
1
111
282 40
972
1
116
42
167
0 195
537
Reclassifications 0 0 6
613
3
773
(10
386)
0
Less government grants 0 0 (725) (713) 0 (1
438)
Translation difference 170 325 (39) (1
416)
470 (489)
Cost at 31 Dec 2021
205
279 57
526
29
975
54
353
4
979
352
112
Accumulated amortizations at 1 Jan 2021 0 (3
084)
(1
807)
(667) (2
102)
(7
660)
Amortization 0 (8
411)
(3
091)
(11
335)
(1
898)
(24
735)
Reclassifications 0 0 (1
836)
(1
521)
3
357
0
Impairment 0 0 (3
359)
0 0 (3
359)
Accumulated amortization at 31 Dec 2021 0 (11
495)
(10
093)
(13
523)
(643) (35
755)
Carrying amount at 31 Dec 2021
205
279 46
031
19
882
40
830
4
336
316
358
Useful life Infinite 5 yrs 5–10 yrs 5 yrs 3–10 yrs

1 Ref Note 8, Business combinations

Note 06 Leased assets

Right-of-use assets

Year to date

NOK thousand Buildings Vehicles Hardware Other Total
Right-of-use assets per 1 Jan 2022 18
149
430 3
139
8
548
30
266
Addition of right-of-use assets 14
170
0 622 2
741
17
533
Depreciation in the period (2
498)
(92) (471) (1
114)
(4
176)
Translation difference (136) (7) (24) 0 (167)
Carrying amount of right-of-use assets, end of period 29
684
331 3
267
10
175
43
456
Remaining lease term 1-5 years 1-4 years 1-3 years 1-3 years
Depreciation method Linear Linear Linear Linear

Lease liabilities

NOK thousand 31 Mar 2022
Undiscounted lease liabilities and maturity of cash outflow
< 1 year 17
560
1–2 years 14
369
2–3 years 8
305
3–4 years 5
611
4–5 years 1
270
Total undiscounted lease liabilities, end of period 47
117
Discount element (2
414)
Total discounted lease liabilities, end of period 44
703

Note 07 Interest bearing debt in detail

NOK thousand Amount in NOK
Debt financial institutions Type Currency Facility limit Interest rate Year of maturity 31 Mar 2022 31 Dec 2021
DNB Revolving credit facility NOK 7
000
6.15% 2023 3
779
5
710
DNB Unsecured bank loan NOK 4.65% 2023 146 185
DLL Leasing & finance company NOK 4.5% 2024 422 493
The Norwegian Research Council Governmental NOK 3.35% 2022 94 188
Bank Intesa, Italy Unsecured bank facilities EUR EURIBOR+1.95%-2.40% 2027 9
499
9
824
Bank Progetto, Italy Unsecured bank loan EUR EURIBOR+5% 2025 6
512
7
236
Bank Carige, Italy Unsecured bank loan EUR 1.3% 2027 6
770
7
478
Bank Passadore, Italy Unsecured bank loan EUR EURIBOR+1.5% 2028 2
892
2
991
Italian banks, ref above Revolving credit facility EUR 1.0-4.75% 2023 6
912
3
320
Total 37
025
37
425
Credit facilities Other borrowings Total
Balance at 1 Jan 2021 9
030
28
394
37
425
Proceeds from loans and borrowings 3
702
0 3
702
Repayment of loans and borrowings (1
931)
(1
147)
(3
078)
Total changes in financial cashflow 1
770
(1
147)
623
Translation difference (110) (913) (1
023)
Total Borrowings at end of period 10
691
26
335
37
025

Note 08 Business combinations – Preliminary PPA

2021
NOK thousand Maksit Qualisoft IB Group Infoship Integra
Date of acquisition 18 Feb 2021 23 Feb 2021 20 Jan 2021 01 Apr 2021 11 Oct 2021
Acquired part of Company 100% 100% 100% 100% 100%
Purchase price 35
987
85
605
20
830
258 36
268
whereof Cash consideration 25
787
54
855
20
830
258 16
569
whereof Share consideration 10
200
30
750
0 0 2
863
An earn-out component is included in the purchase price amounting to: 0 0 0 0 16
836
Fair value of assets and liabilities on acquisition
ASSETS
Non-current assets
Property, plant and equipment 101 457 1
114
142 940
Goodwill 22
541
66
361
5
025
9 17
091
Customer Relationship 9
234
15
128
0 0 16
610
Software 0 0 43
282
143 0
Other intangible fixed assets 0 0 22
034
0 0
Deferred tax assets 0 0 71 0 0
Total non-current assets 31
876
81
946
71
527
294 34
640
Current assets
Trade receivables 3
675
21
856
3
060
240 7
648
Other current assets 263 7
218
1
202
31 462
Contract assets (earned, not invoiced) 0 656 748 0 930
Cash & cash equivalents 7
331
10
937
2
446
1
253
7
890
Total current assets 11
269
40
667
7
457
1
524
16
930
Total Assets 43
145
122
613
78
985
1
817
51
570
2021
NOK thousand Maksit Qualisoft IB Group Infoship Integra
Non-current liabilities
Long term interest bearing debt 0 0 16
227
0 0
Deferred tax liabilities 2
032
3
328
7
127
0 3
126
Other long-term liabilities & provisions 0 0 14
472
1
549
1
101
Total non-current liabilities 2
032
3
328
37
825
1
549
4
228
Current liabilities
Trade payables 613 1
871
6
287
0 1
747
Tax liabilities 520 0 0 0 (443)
Current Contract liabilities (deferred revenue) 0 10
942
737 0 0
Other short term liabilities 3
621
20
867
13
306
10 9
771
Accrued expenses and prepaid income 372 0 0 0 0
Total current liabilities 5
126
33
680
20
330
10 11
075
Total Net assets 35
987
85
605
20
830
258 36
268
Info
Net Sales full year Merged 78
309
45
167
2
280
46
556
Profit /Loss full year Merged 7
964
(17
838)
(2
147)
(2
870)
Net Sales full year (Arribatec ownership period) Merged 72
967
45
167
2
280
13
053
Profit /Loss full year (Arribatec ownership period) Merged 7
309
(17
838)
(2
147)
(133)

Note 09 Issued shares, share capital and shareholder information

Issued shares and share capital
Number of
shares
Share Capital
(NOK)
1 January 2020 16
077
403
16
077
403
Capital issue, Jan 7
164
688
7
164
688
Capital issue, Mar 41
666
666
41
666
666
Capital issue, Mar 25
000
000
25
000
000
Capital decrease, Nov (64
734
305)
New shares, Oct 235
819
574
66
029
481
Share issue, repair offer, Nov 32
855
000
9
199
400
Share issue, employee offer, Nov 10
000
000
2
800
000
Share issue, private placement, Dec 50
000
000
14
000
000
1 January 2021 418
583
331
117
203
333
Capital issue in relation to acq. of Facil, Jan 12
423
200
3
478
496
Capital issue in relation to acq. of Microsky, Feb 3
499
998
979
999
Capital issue in relation to acq. of Innit, Mar 5
606
400
1
569
792
Capital issue in relation to acq. of Qualisoft, May 15
000
000
4
200
000
Capital issue in relation to acq. of Maksit, Aug 5
000
000
1
400
000
Capital issue in relation to merger with Arribatec AS, Sep 124
790
135
34
941
238
31 December 2021 584
903
064
163
772
858
31 March 2022 584
903
064
163
772
858

20 largest shareholders at 31 Mar 2022

Holding Stake
FERNCLIFF LISTED DAI AS 116
554
032
19.9%
ARRIBA INVEST AS 79
452
700
13.6%
DALLAS ASSET MANAGEMENT AS 24
598
694
4.2%
JOAR AARENES 23
911
850
4.1%
NORDNET BANK AB 22
959
641
3.9%
TORSTEIN INGVALD TVENGE 21
000
000
3.6%
SRK CONSULTING AS 18
710
527
3.2%
ERIK SKAAR OPDAL 16
952
000
2.9%
TRUDE HALVORSEN 10
797
884
1.8%
TIGERSTADEN AS 10
000
000
1.7%
DATUM AS 8
542
908
1.5%
HANEKAMB INVEST AS 7
553
463
1.3%
NORSK REGNESENTRAL 6
770
735
1.2%
DANSKE BANK A/S 5
743
227
1.0%
LCS AS 5
518
001
0.9%
LARS HUGO BRAADLAND OLSEN 5
419
500
0.9%
JAN ARNE CHRISTENSEN 4
961
750
0.8%
NORDNET LIVSFORSIKRING AS 4
139
852
0.7%
CANTAVIT HOLDING AS 3
875
000
0.7%
AWR AS 3
875
000
0.7%
Total 20 largest shareholders 401
336
764
68.6%
Other shareholders 183
566
300
31.4%
Total 584
903
064
100.0%

Shares held by related parties

Holding Stake
FERNCLIFF LISTED DAI AS 116
554
032
19.9% Related to Øystein S. Spetalen, Member of the Board in Arribatec Group ASA
HANEKAMB INVEST AS 7
553
463
1.3% Related to Martin Nes, Chairman of the Board in Arribatec Group ASA
FINANCE RESOURCES GJ AS 3
079
574
0.5% Related to Geir Johansen, CEO of Arribatec Group ASA
REAKTOR RETURNS AS 1
738
830
0.3% Related to Henrik Lie-Nielsen, Member of the Board in Arribatec Group ASA
KJØLVIK INVEST AS 583
334
0.1% Related to Ole-Jakob Kjølvik, COO of Arribatec Group ASA
SICUBI AS 240
712
0.0% Related to Bente Brocks, CFO (interim) of Arribatec Group ASA

Note 10 Earnings per share

Year to date
NOK thousand 31 Mar 2022 31 Mar 2021 Full year 2021
Net profit/(loss) to equity holders (19 478) 606 (48
858)
Total (19 478) 606 (48
858)
Number of shares (in thousands)
Weighted average number of ordinary shares 584
903
408
112
489
278
Effects of dilution, weighted average 5
871
143
577
91
776
Weighted average number of shares, adjusted for effects of dilution 590
774
551
689
581
054
Basic earnings per share (NOK) (0.03) 0.00 (0.10)
1
Diluted earnings per share (NOK)
(0.03) 0.00 (0.10)

1 If Net loss, EPS per Basic and Diliuted share will be equal

Effects of dilution

Year to date
NOK thousand 31 Mar 2022 31 Mar 2021 Full year 2021
Redemption shares to minority shareholdes of Arribatec AS 0 129
664
85
131
Share consideration outstanding Qualisoft 0 11
739
2
877
Share consideration outstanding Maksit 0 2
174
2
466
Share consideration outstanding Integra 5
871
0 1
303

Note 11 Transactions with related parties

Year to date
NOK thousand 31 Mar 2022 31 Mar 2021 Full year 2021
Transactions with related parties
Ferncliff AS - Fee for CEO and CFO for hire
1
0 562 562
Ferncliff AS - Fee related to capital increase 1 0 0 0
Total Related parties transactions 0 562 562

1 Approved by the General meeting in Arribatec Group ASA 20 November 2020. Related to Tycoon Industirer AS, related to Øystein S. Spetalen, Member of the Board in Arribatec Group ASA

| APMs, terms and abbreviations ^

Year to date
NOK thousand 31 Mar 2022 31 Mar 2021 Full year 2021
EBITDA (6
231)
9
845
(6
800)
M&A cost 0 489 1
959
Restructuring cost 3
110
0 3
240
Sanctions
1
545 0 0
Adjusted EBITDA (2
577)
10
334
(1
601)

1 Accrual for ECL Russia

APM / KPI definition

Gross profit Operating revenue less materials,
software and services
EBITDA Earnings before Interest, Tax,
Depreciation and Amortization
Adjusted EBITDA EBITDA, adjusted for calculated
reverse take-over cost, restructuring
cost and direct M&A cost
EBITDA margin EBITDA as a percentage of Total income
Equity ratio Equity as a percentage of total assets

Terms and abbreviations

APAC Asia/Pacific
BA Business Area
BizS BA Business Services
BoD Board of Directors
CGU Cash Generating Unit
Cloud BA Cloud
DKK Danish Krone
EA-BPM BA Enterprise Architecture & Business Process
Management
EBIT Operating profit, Earning before Interest and Tax
EBITDA Earnings Before Interest, Tax, Depreciation and
Amortization
ECL Estimated Credit Losses
EPS Earnings Per Share
EUR Euro
FTE Full Time Equivalent
Hspt BA Hospitality
IFRS International Financial Reporting Standards
LNG Liquified Natural Gas
Marine BA Marine
M&A Mergers and Acquisitions
NOK Norwegian Krone
Opex Operating expenses
RR Recurring revenue, derived from sale of services and
solutions through subscription models this reporting
period
RTO Reverse take over
SEK Swedish Krone
Saas Software as a service
Solaas Solution as a service
USD US dollar
VIU Value in Use
WACC Weighted Average Cost of Capital
WAEP Weighted Average Exercise Price

Next event 19 August 2022 Half-year report

Contact: [email protected]

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