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Arribatec Group ASA

Quarterly Report Feb 28, 2022

3541_rns_2022-02-28_4af0f5f8-3bfa-40c9-8959-4f873964c5bf.pdf

Quarterly Report

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Contents / Highlights / Operation, sales & outlook / Financial review / Financial statements & notes

Arr batec

π Quarterly report ¶ Q4 - 2021

Contents / Highlights / Operation, sales & outlook / Financial review / Financial statements & notes

π Contents ¶

Highlights 3
Operation, sales & outlook 4
Financial review 7
Condensed consolidated financial statements & notes 9
Terms and abbreviations & APMs 25
Financial year 2021/2022 26

Quarterly report Q4-2021 . 2

π Highlights ¶

Arribatec Group delivers a total revenue of NOK 116.0m for the fourth quarter of 2021, a growth of 91% compared to the same quarter last year of NOK 60.8m. The Group reports an EBITDA for the quarter of NOK -4.5m, which is 48.7m above the previous year, and an adjusted EBITDA of -0.9m. While Arribatec has navigated the COVID epidemic without any significant impact on our operation, we did during fourth quarter experience an increase in COVID related absence. This has to some extent impacted our consulting activities. Recognized Recurring Revenue (RR) increased by NOK 24.1m compared to the same period last year, to NOK 36.9m for the fourth quarter of 2021. The cash balance at the end of the quarter was NOK 43.8m.

Gross profit

Key consolidated figures and ratios

Q4
2021
Q3
2021
Q2
2021
Q1
2021
Q4
2020
Q3
2020
Full year
2021
Full year
2020
Revenue TNOK 115 977 94 361 104 427 99 173 60 814 26 728 413 938 154 024
Gross profit TNOK 90 941 71 260 82 435 76 444 51 424 24 281 321 079 136 415
EBITDA TNOK (4 535) (13 893) 1 783 9 845 (53 226) 659 (6 800) (45 259)
Adjusted EBITDA TNOK (905) (13 261) 2 231 10 334 6 910 659 (1 601) 14 877
Operating profit/(loss), EBIT TNOK (24 622) (21 969) (6 215) 3 036 (56 665) (1 011) (49 770) (52 499)
Net profit/(loss) TNOK (22 804) (19 655) (7 088) 606 (57 992) (1 247) (48 942) (55 620)
Revenue growth y/y for the quarter/full year % 90.7 % 253.0 % 240.9 % 176.7 % na na 168.7 % 35.5 %
Gross profit margin % 78.4 % 75.5 % 78.9 % 77.1 % 84.6 % 90.8 % 77.6 % 88.6 %
EBITDA margin % (3.9 %) (14.7 %) 1.7 % 9.9 % (87.5 %) 2.5 % (1.6 %) (29.4 %)
Adjusted EBITDA margin % (0.8 %) (14.1 %) 2.1 % 10.4 % 11.4 % 2.5 % (0.4 %) 9.7 %
Earnings per share NOK (0.04) (0.04) (0.02) 0.00 (0.19) (0.01) (0.10) (0.18)
Cash at end of period TNOK 43 758 56 111 78 586 91 525 188 270 14 585 43 758 188 270
Equity TNOK 316 423 328 523 349 266 356 874 316 214 25 066 316 423 316 214
Equity ratio % 57.3 % 65.5 % 67.3 % 68.0 % 76.9 % 24.7 % 57.3 % 76.9 %
Price per share at end of reporting period NOK 1.180 1.486 1.708 1.830 2.040 2.136 1.180 2.040
FTEs Number 373 349 311 290 171 118 373 171
No. of outstanding shares, beg. of period Number 584 903 064 455 112 929 440 112 929 418 583 331 89 908 757 89 908 757 418 583 331 16 077 403
New shares issued Number 0 129 790 135 15 000 000 21 529 598 328 674 574 0 166 319 733 402 505 928
No. of outstanding shares, end of period Number 584 903 064 584 903 064 455 112 929 440 112 929 418 583 331 89 908 757 584 903 064 418 583 331
Average number of shares Number 584 903 064 473 926 431 449 508 533 408 112 328 305 239 615 89 908 757 489 277 730 305 239 615

π Operation, sales & outlook ¶

During Q4, the Group continued the ongoing work to streamline the internal work processes and enhance production systems to increase efficiency and reduce unit cost over time. Additionally, the global sales organization is adjusting the sales process to ensure the Group takes full advantage of all cross-selling opportunities that now are apparent between all acquired companies and the existing Arribatec organization.

Business Services (BizS)

Within Business Services we have in the Nordics and the rest of the world seen robust results in services and utilization for Q4 2021 and considerable growth compared to Q4 in 2020. In terms of geographical expansion, we have established our APAC operation, headquartered in Singapore, and have started working on several locally based opportunities. We continue to grow our French operation, where we have again won, together with our strategic partner Unit4, a substantial amount of both implementation services and SaaS business.

Within the fourth quarter, our latest acquisition, Integra, has been integrated into the Arribatec Group, merging our existing UK subsidiary and Integra into a single business and incorporating the Integra sales and delivery teams within the global Business Services organization. This alignment has increased our delivery capacity and further optimized the collaboration between the different regions.

The main trends we continue to see during the last quarter are a further increased demand for platform solutions that cover the end-to-end process and a single vendor taking responsibility for the complete end-to-end solution. These trends continue to align very well with our overall strategy of complementing our core ERP offering with value-added services/products and effectively delivering these as a single/unified solution to our customers.

Going forward, we expect to continue the growth in services, and license/recurring revenue deals, as our investments in operational improvements and sales capacity start to yield results and increase our effectiveness and hit rate.

Enterprise Architecture & Business Process Management (EA-BPM)

Business Area EA-BPM continued to grow during the fourth quarter. The 12 new hires that came on board during the third quarter were all fully deployed on projects during the fourth quarter, partly due to a new and improved onboarding program. Revenue has continued to improve from quarter to quarter during 2021 due to a very robust demand for enterprise architecture and business process management. We expect to recruit an additional 25-30 new consultants and technical staff for BA EA-BPM during 2022 as a response to the increase in demand.

We are getting consistently positive reviews from our existing customers, such as Statens Vegvesen, Tolletaten, DNB, Norcounsult, Vår Energi, Aker BP, Gassco, GKN Aerospace (Sweden), OMV AG (Austria). They have been clients during 2021, and we expect to continue and expand our engagement with them in 2022. We further wish to roll out the EA-BPM services outside Norway in 2022.

Cloud (Cloud)

During Q4, the focus has been on new customer deliveries and the internal merging of all Arribatec companies onto a common IT platform with unified Customer Support. Additionally, BA Cloud has continued the preparations for the upcoming ISO27001 certification. The Cloud activities continue to grow, and several new employees joined during the fourth quarter to help deliver modern cloud services, customer support, and DevOps projects.

Over the last three quarters of 2021, Arribatec has implemented 25 ERP customers on Arrribatec's Private Cloud. We experience an excellent market for IT security and DevOps services, which we, in large part, are delivering to the FinTech industry in particular.

Marine (Marine)

During the last quarter of 2021, BA Marine has seen a significant increase in the sales pipeline. The shipping market is growing but has not reached the pre-pandemic levels yet, and the growth rate differs among the shipping segments. While the cruise segment is showing a somewhat slower growth compared to the rest of the shipping space, one of the top cruise shipping companies has signed orders for the deployment of two modules, Asset- and Hotel Defect,

to three additional vessels, while expressing intentions for significant additional orders for the provision of BA Marine's Asset HD and Performance solutions.

As BA Marine continues focusing on the LNG sector, the Company successfully rolled out its Performance solution to 28 vessels to one of the major operators within the LNG segment, laying the foundation for the extension of the solution to additional 35+ ships in the fleet.

Hospitality (Hspt)

In the fourth quarter, BA Hospitality delivered the first Self-check-in solution outside of Norway. This is part of Hospitality's expansion plan, intending to be present in five countries at the end of 2022.

BA Hospitality and Best Western Nordic have entered into a partnership agreement whereby the hotel guests can access and earn loyalty points in the Best Western Rewards program when checking in using the Arribatec digital solution. This arrangement is important for the Nordic expansion plan for Hospitality. It comes due to the successful installation of the check-in solution in key Best Western hotels in Norway and Sweden. "The integration with Best Western Reward increases the customer experience and driving customers use of the Reward solution, one of the strategic tools for Best Western to bring customers back to their hotels".

In Q4, BA Hospitality finalised a new integration with Hoist DLS (door lock system). This integration will open a new big market across Europe. The first customer that will utilize this integration is Sure Hotel Harstad Narvik Airport in Q1 2022. During Q4, BA Hospitality has signed multiple customers on the same door lock system - ready for delivery primo 2022.

Revenue

Arribatec Group's Q4 Y/Y revenue growth was 91% and was at the end of Q4 reported at NOK 116.0m. Recurring revenue (RR) accounted for NOK 36.9m or 32% of total revenue, where Region Norway delivered 87% of the total. Compared to the same quarter last year, RR increased by NOK 24.1m. Consulting services accounted for NOK 78.3m of the total revenue, where Region Norway had NOK 39.3m, Europe NOK 34.2m, and Americas NOK 4.9m.

For the full year of 2021, Arribatec Group had total revenue of NOK 413.9m, a 169% increase compared to 2020. Accumulated revenue per end of December 2021 from recurring revenue contracts is NOK 145.6m, corresponding to NOK 28.0m last year. Revenue from consulting services for full year of 2021 is NOK 248.0m, a 109% increase compared to the same period last year.

Revenue per region

Revenue per service line

π Financial review ¶

EBITDA for the fourth quarter amounted to NOK -4.5m which is NOK 48.7m above the same quarter last year. EBITDA margin for the quarter was -3.9%. For the full year 2021, Arribatec Group had an EBITDA of NOK -6.8m, a 38.5m increase compared to full year 2020. EBITDA adjusted for M&A-related expenses and restructuring cost in fourth quarter was NOK -0.9, thus a margin of -0.8% for the quarter. The corresponding number for full year 2021 was NOK -1.6m, which gave a margin of -0.4%.

Depreciation and amortization (D&A) amounted to NOK 43.0m for the full year 2021 compared to NOK 7.2m in 2020. The corresponding number for Q4 2021 was NOK 20.1m, compared to NOK 3.4m in Q4 2020. The two main components of the D&A are amortizations of intangible assets from acquired companies, internally developed software, depreciation of fixed assets, and depreciation of right of use assets such as office lease contracts calculated according to IFRS 16. Right of use depreciation amounted to NOK 6.4m in Q4. During Q4, an impairment of NOK 3.4m on custom software was made.

Finance, tax & net result

Net financial items was NOK -2.3m and calculated tax income for the period is NOK 4.1m leaving a net loss after tax of NOK -22.8m for the quarter. For full year 2021, Arribatec Group has recorded an accumulated net loss of NOK 48.9m compared to a loss of NOK 55.6m for the same period last year.

The balance sheet

The development in the balance sheet from year end 2020 to 31.12.2021 is mainly impacted by the five acquisitions made in

  1. Total assets of the Group at the end of year was NOK 552.0m compared to 411.1m at the end of the year 2020. Non-current intangible assets at the end of the period accounted for NOK 374.2m. Intangible assets consist of goodwill of NOK 205.3m, which stems from the acquisitions done by Arribatec since the reverse takeover of Hiddn Solutions ASA in Q4 2020. Additionally, as at the end of period, NOK 46.0m of the purchase price paid for the companies has been allocated as the value of the customer relations in those same companies. Finally, technical and custom-made software accounts for NOK 49.5m of the intangible assets. Total intangible assets at the end of 2020 was NOK 125.3m.

Current assets of NOK 177.8m consist of trade receivables of 76.3m, while the cash balance at the end of the quarter was NOK 43.8m. Other receivables, inventory and contract assets add up to NOK 57.7m. Total current assets at the end of 2020 was NOK 258.4m.

Non-current liabilities at the end of the year are NOK 78.6m, of which 27.9m 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 19.1m, while deferred tax totaled to 17.1m. Non-current provisions of NOK 14.4m mainly relates to indemnity funds in the acquired IB Group. Total non-current liabilities at the end of last year was NOK 16.8m.

Current liabilities amounted to NOK 157.0m at the end of 2021. Other Current liabilities account for 91.3m. This item mainly includes accruals for employee tax and VAT. The total amount of current liabilities at the end of last year was NOK 78.1m.

A correction of error from previous years have been recognized in the equity with NOK 2.8m. At the end of the quarter, total equity was NOK 316.4m, giving an equity ratio of 57.3%.

Revenue +91%

NOK 116.0m vs. 60.8m

At the end of the year 2021, Arribatec had a total of 584,903,094 shares outstanding.

Cash flow and liquidity

Arribatec's cash flow from operating activities in Q4 was positive with NOK 6.7m, which compares to a negative 11.8m in the fourth quarter of 2020. Net change in accounts receivables and payables had a positive impact of NOK 4.6m while a change in other current accounts reduced cash from operation by another NOK 6.7m (mainly employee tax and accrued vacation pay). Net cash flow from investing activities was NOK -20.8m. Of this, 19.7m is capitalized development costs and purchased software. Net cash flow from financing was negative by NOK 0.3m. Arribatec had NOK 43.8m in cash and cash equivalents at the end of the year.

Other activities

On October 11, 2021 Arribatec closed the acquisition of the UK based Integra Associates. Integra is UK's longest-standing Unit4 partner. The company, a global elite partner of Unit4 and the 2020 global service partner of the year, has offices in Leicester and Manchester, UK, and consists of a team of 45 highly competent resources. The company's result for the last three months of 2021 is fully included in the Arribatec Group Q4 result.

Subsequent events after reporting date

On December 20, 2021, the Company announced the CEO change, where Per Ronny Stav would resign and take up the position as Chief Commercial Officer for the Company and Geir Johansen, the Group CFO, would take over the CEO role, effective January 1 2022.

π Responsibility Statement ¶

We confirm that, to the best of our knowledge, the condensed set of financial statements for the period 1 January to 31 December 2021, which have been prepared in accordance with IAS 34 as adopted by EU, gives a true and fair view of the Company and the Group's consolidated assets, liabilities, financial position and results of operations, and that the management report includes a fair review of important events during the period and their effects on the condensed set of financial statements for the full year 2021, together with a description of the principal risks and uncertainties for the remaining months of the financial year as well as material transactions with related parties for the period.

Oslo, 27 February 2022

Martin Nes Chairman of the board

Kristin Hellebust Board member

Øystein Stray Spetalen Board member

Yvonne Litsheim Sandvold Board member

Henrik Lie-Nielsen Board member

Geir Johansen CEO

Contents / Highlights / Operation, sales & outlook / Financial review / Financial statements & notes

π Condensed consolidated financial statements & notes ¶

π Condensed consolidated statements of profit and loss ¶

For the quarter end Year to date
31 Dec 31 Dec 31 Dec 31 Dec
NOK thousand Note 2021 2020 2021 2020
Revenue 3 115 977 60 814 413 938 154 024
Materials, software and services (25 037) (9 390) (92 859) (17 609)
Gross profit 90 941 51 424 321 079 136 415
Salary and personnel costs (80 292) (32 312) (272 679) (99 143)
Cost from reverse takeover 0 -56 822 0 (56 822)
Other operating expenses (15 184) (15 516) (55 201) (25 710)
Total operating expenses (95 476) (104 650) (327 879) (181 674)
EBITDA (4 535) (53 226) (6 800) (45 259)
Depreciation, amortization and impairment (20 087) (3 440) (42 970) (7 240)
EBIT (24 622) (56 665) (49 770) (52 499)
Financial income 4 (1 307) 673 2 597 1 247
Financial expense 4 (943) (1 288) (6 487) (2 945)
Profit/(loss) before tax (26 873) (57 280) (53 660) (54 197)
Tax expense 4 069 (712) 4 718 (1 424)
Profit/(loss) after tax attributable to equity holders of the parent company (22 804) (57 992) (48 942) (55 620)
Earnings per share: basic 10 (0.04) (0.19) (0.10) (0.18)
Earnings per share: diluted 10 (0.04) (0.19) (0.10) (0.18)

π Condensed consolidated statements of comprehensive income ¶

For the quarter end Year to date
NOK thousand 31 Dec
2021
31 Dec
2020
31 Dec
2021
31 Dec
2020
Net profit/(loss) for the period (22 804) (57 992) (48 942) (55 620)
Items that may be classified subsequently to profit or loss
Foreign currency translation differences - foreign operations
2 351 15 390 60
Other comprehensive income/(loss) for the period 2 351 15 390 60
Total comprehensive income/(loss) for the period (20 453) (57 977) (48 551) (55 561)
Attributable to:
Equity holders of the parent company
(20 453) (57 977) (48 551) (55 561)

π Condensed consolidated statements of financial position ¶

Year to date
31 Dec 31 Dec
Note
NOK thousand
2021 2020
ASSETS
Non-current assets
Property, Plant and equipment 7 445 3 258
Right-of-use assets
6
30 266 20 768
Goodwill
5
205 279 93 827
Customer relations
5
46 031 13 145
Other Intangible assets
5
65 047 18 310
Other non-current assets 10 678 945
Deferred tax assets 9 488 2 436
Total non-current assets 374 235 152 689
Current assets
Trade receivables 76 309 32 956
Other receivables 2 290 22 090
Contract assets 19 549 9 948
Inventory 3 179 2 439
Other current assets 32 685 2 746
Cash and cash equivalents 43 758 188 270
Total current assets 177 771 258 448
TOTAL ASSETS 552 006 411 137
Year to date
31 Dec 31 Dec
Note
NOK thousand
2021 2020
EQUITY AND LIABILITIES
Equity
Paid in capital
Issued capital
9
163 773 117 203
Other paid in capital 196 700 194 510
Total paid in capital 360 473 311 713
Other equity
Other reserves 398 8
Other equity (44 449) 4 493
Total other equity (44 050) 4 501
Total equity 316 423 316 214
Non-current liabilities
Interest bearing loans
7
27 902 1 344
Lease liabilities
6
19 148 15 500
Other non-current financial liabilities 96 0
Deferred tax liabilities 17 113 0
Provisions 14 371 0
Total non-current liabilities 78 630 16 843
Current liabilities
Short term financial liabilities
7
9 523 7 046
Current lease liabilities
6
12 346 7 125
Accounts payable 21 227 23 966
Contract liabilities 21 483 1 283
Current tax payable 1 076 3 596
Other current liabilities 91 297 35 064
Total current liabilities 156 953 78 080
Total liabilities 235 583 94 923
TOTAL EQUITY AND LIABILITIES 552 006 411 137

π Condensed consolidated statements of changes in shareholders' equity ¶

Equity related to the shareholders of the parent company
Restricted
Share Treasury Other paid Exchange Retained earnings and Total
NOK thousand capital shares in capital differences profit for the year Equity
Balance on 1 January 2020 2 589 (312) 16 286 (52) 3 291 21 802
Result of the period (55 620) -55 620
Comprehensive income for the period 60 60
Total comprehensive result for the period 0 0 0 60 (55 620) (55 561)
Treasury shares acquired (276) (276)
Other equity transactions (834) (834)
Issue of share capital in Arribatec AS 847 83 824 84 670
Reverse take over reclassification of Arribatec AS (3 436) 588 2 848 0
Reverse take over Arribatec Solutions ASA 91 204 (64 614) 56 822 83 412
Capital Increase employees offer, Nov 2 800 6 600 9 400
Capital increase repair issue, Nov 9 199 21 684 30 884
Capital increase, Private placement Dec 14 000 96 000 110 000
Cost of share issue (12 891) (12 891)
Share consideration relating business combinations – shares to be issued in 2021 45 607 45 607
Closing balance on 31 December 2020 117 203 0 194 510 8 4 493 316 214
Balance on 1 January 2021 117 203 0 194 510 8 4 493 316 214
Result of the period (48 942) (48 942)
Comprehensive income for the period 390 390
Total comprehensive result for the period 0 0 0 390 (48 942) (48 551)
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 0
0
196 700 398 (44 449) 316 423

π Condensed consolidated statements of cash flows ¶

For the quarter end Year to date
NOK thousand Note 31 Dec
2021
31 Dec
2020
31 Dec
2021
31 Dec
2020
Operating activities
Profit/(Loss) before tax (26 873) (58 704) (53 660) (55 620)
Taxes paid 0 (598) (982) (1 196)
Adjustments for:
- Calculated cost from reverse takeover 0 56 822 0 56 822
- Finance income and expense 4 2 252 615 3 892 1 698
- (Increase)/decrease in trade receivables 734 3 229 (6 874) 1 328
- (Decrease)/increase in trade payables 3 823 5 184 (13 257) 6 089
- Depreciation and amortization 5, 6 16 728 3 440 39 611 7 240
- Impairment losses on intangible assets 5 3 359 0 3 359 0
Change in other current accounts 6 698 (21 750) 1 713 (17 369)
Net cash flows operating activities 6 722 (11 762) (26 198) (1 009)
Investing activities
Cash received through business combination 7 7 890 34 741 29 857 34 741
Cash consideration Investment in subsidiaries 8 (16 569) (59 942) (118 299) (59 942)
Capitalized development costs and tangible assets
Interest received
5 (12 258)
113
(2 639)
236
(27 416)
212
(12 548)
236
Net cash flows investing activities (20 824) (27 605) (115 647) (37 514)
Financing activities
Proceeds from borrowings 2 723 5 472 18 445 5 472
Change in overdrafts 5 385 (11 096) (2 067) (3 821)
Repayment of debt (657) (1 179) (3 006) (1 179)
Interest paid (1 321) (253) (2 507) (755)
Instalments lease liabilities (6 367) 0 (13 293) 0
Other changes in equity 0 (1 110) 0 (1 110)
Proceeds from shares issued 0 234 107 0 234 954
Share issue costs (57) (12 891) (600) (12 891)
Net cash flows financing activities (294) 213 051 (3 028) 220 671
Net change in cash and cash equivalents (14 396) 173 684 (144 873) 182 149
Cash and cash equivalents at beginning of period 56 111 14 585 188 270 6 121
Currency translation 2 043 0 361 0
Cash and cash equivalents at end of period 43 758 188 270 43 758 188 270

π Notes to the condensed consolidated interim financial statements ¶

Note 1 Basis for the preparation

The Parent Company Arribatec Solutions ASA (Company) is a company domiciled in Norway. These condensed consolidated interim financial statements ("interim financial statements") comprise the Company and its subsidiaries (together referred to as "the Group"). This interim financial statements are unaudited for 2021 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 2020. Changes to IFRSs which have been effective from 1 January 2021 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.

Note 2 Risk and uncertainties

The Arribatec Group are exposed to a number of risks, including foreign currency exchange risk, liquidity risk, interest rate risk and credit risk. For further details relating to these risks and how the Group manage these risks, please see Note 3 in the consolidated annual financial statement for 2020. Though the IT software industries has been less impacted by the Covid 19 pandemic the Group follow up the macroeconomic uncertainties within its markets and also to secure the safety and health of employees during the pandemic to ensure deliveries to the customers. The risks described in the annual report of 2020 is unchanged.

Note 3 Revenue per geography and service

For the quarter end 31 Dec 2021

Consulting Recurring One-time
NOK thousand services Revenue revenue Total
Norway 39 266 32 012 1 748 73 026
Europe 34 158 4 618 (1 107) 37 669
Americas 4 896 290 96 5 282
Total revenue 78 319 36 920 738 115 977

Year to date 31 Dec 2021

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

For the quarter end 31 Dec 2020

Consulting Recurring One-time
NOK thousand services Revenue revenue Total
Norway 29 226 12 422 3 019 44 667
Europe 10 006 380 177 10 563
Americas 5 584 0 0 5 584
Total revenue 44 816 12 802 3 196 60 814

Year to date 31 Dec 2020

Consulting Recurring One-time
NOK thousand services Revenue revenue Total
Norway 64 236 26 198 6 928 97 362
Europe 37 588 1 786 354 39 727
Americas 16 768 0 168 16 935
Total revenue 118 591 27 984 7 449 154 024

Note 4 Financial items

For the quarter end Year to date
31 Dec 31 Dec 31 Dec 31 Dec
NOK thousand 2021 2020 2021 2020
Finance income
Interest income 160 236 259 236
Realized foreign exchange gains 1 672 437 2 193 892
Other financial income (3 140) 0 146 119
Total financial income (1 307) 673 2 597 1 247
Finance expenses
Interest on debts and borrowings (685) (252) (1 872) (754)
Interest expense on lease liabilities (318) (295) (1 079) (953)
Realized foreign exchange losses (1 620) (625) (1 821) (1 117)
Net unrealized foreign exchange losses (708) 0 (979) 0
Other financial expenses 2 388 (115) (736) (120)
Total financial expenses (944) (1 288) (6 487) (2 945)
Net financial items (2 251) (615) (3 890) (1 698)

Note 5 Intangible assets

YTD 31 Dec 2021

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

1) Ref Note 8, Business combinations.

Full year 2020

Custom Customer Technical Other intangible
NOK Thousand software relations software assets Goodwill Total
Cost at 1 January 2020 3 799 7 000 1 000 4 264 2 577 18 639
Additions 1 460 0 0 2 241 0 3 702
Additions - internally developed 8 799 0 0 0 0 8 799
From business combinations 0 8 529 0 3 513 91 250 103 292
Less government grants (1 490) 0 0 0 0 (1 490)
Cost at 31 December 2020 12 568 15 529 1 000 10 018 93 827 132 942
Accumulated amortizations at 1 January 2020 (191) (700) (167) (1 022) 0 (2 080)
Amortization (1 615) (2 384) (500) (1 081) 0 (5 580)
Accumulated amortization at 31 December 2020 (1 807) (3 084) (667) (2 102) 0 (7 660)
Carrying amount at 31 December 2020 10 762 12 445 333 7 915 93 827 125 282
Useful life 5-10 yrs 5 yrs 5 yrs 5-10 yrs Infinite

Note 6 Leased assets

Right-of-use assets

YTD
NOK thousand Buildings Vehicles Hardware Other Total
Right-of-use assets per 1 Jan 2021 15 867 143 0 4 757 20 768
Addition of right-of-use assets 9 446 678 4 560 7 817 22 501
Depreciation in the period (6 833) (233) (1 421) (4 170) (12 656)
Reclassification 0 (143) 0 143 0
Translation difference (331) (16) 0 0 (347)
Carrying amount of right-of-use assets, end of period 18 149 430 3 139 8 548 30 266
Remaining lease term 1-5 years 1-4 years 1-3 years 1-3 years

Depreciation method Linear Linear Linear Linear

Lease liabilities

YTD
NOK thousand 30 Sep 2021
Undiscounted lease liabilities and maturity of cash outflow
< 1 year 12 346
1-2 years 10 435
2-3 years 5 427
3-4 years 1 556
4-5 years 394
Total undiscounted lease liabilities, end of period 30 158
Discount element 1 337
Total discounted lease liabilities, end of period 31 494

Note 7 Interest bearing debt in detail

Credit facilities Other borrowings Total
Balance at 1 Jan 2021 6 364 2 026 8 389
Acquisition of subsidiaries 4 904 11 323 16 227
Proceeds from loans and borrowings 4 012 18 445 22 457
Repayment of loans and borrowings (6 079) (3 006) (9 085)
Total changes in financial cashflow (2 067) 15 439 13 373
Translation difference (170) (394) (564)
Total Borrowings at end of period 9 030 28 394 37 425
NOK thousand Amount in NOK
Debt financial institutions Type Currency Facility limit Interest rate Year of maturity 31 Dec 2021 31 Dec 2020
DNB Revolving credit facility NOK 7 000 6.15% 2023 5 710 5 018
DNB Secured bank loan NOK 4.65% 2023 185 336
DNB Revolving credit facility NOK 6 000 4.5% 2021 0 1 346
DNB Secured bank loan NOK 4.5% 2025 0 445
DLL Leasing & finance company NOK 4.5% 2024 493 682
The Norwegian Research Council Governmental NOK 3.35% 2022 188 562
Bank Intesa, Italy Secured bank facilities EUR EURIBOR+1.95%-2.40% 2027 9 824 0
Bank Progetto, Italy Secured bank loan EUR EURIBOR+5% 2025 7 236 0
Bank Carige, Italy Secured bank loan EUR 1.3% 2027 7 478 0
Bank Passadore, Italy Secured bank loan EUR EURIBOR+1.5% 2028 2 991 0
Various Italian banks Revolving credit facility EUR 1.0-4.75% 2023 3 320 0
Total 37 425 8 389

Note 8 Business combinations – Preliminary PPA

2021 2020
Maksit Qualisoft IB Group Infoship Integra Microsky Facil Innit
Date of acquisition 18.02.2021 23.02.2021 20.01.2021 01.04.2021 11.10.2021 11.11.2020 05.11.2020 03.11.2020
Acquired part of Company 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 %
Purchase price 35 987 85 605 20 830 258 36 268 11 160 24 846 69 543
Whereof Cash consideration 25 787 54 855 20 830 258 16 569 1 500 0 58 442
Whereof Share consideration 10 200 30 750 0 0 2 863 9 660 24 846 11 101
An earn-out component is included in the purchase price amounting to: 0 0 0 0 16 836 0 0 0
Fair value of assets and liabilities on acquisition
Non-current assets
Property, plant and equipment 101 457 1 114 142 940 271 4 1 543
Goodwill 22 541 66 361 5 025 9 17 091 9 931 24 416 57 157
Customer Relationship 9 234 15 128 0 0 16 610 511 0 8 018
Software 0 0 43 282 143 0 0 0 0
Other intangible fixed assets 0 0 22 034 0 0 0 0 3 513
Deferred tax assets 0 0 71 0 0 0 51 0
Other long term assets 0 0 0 0 0 0 0 267
Total non-current assets 31 876 81 946 71 527 294 34 640 10 713 24 471 70 498
Current assets
Trade receivables 3 675 21 856 3 060 240 7 648 1 861 0 8 087
Other current assets 263 7 218 1 202 31 462 1 034 63 6 631
Contract assets (earned, not invoiced) 0 656 748 0 930 1 0 651
Cash & cash equivalents 7 331 10 937 2 446 1 253 7 890 2 463 360 4 816
Total current assets 11 269 40 667 7 457 1 524 16 930 5 359 423 20 185
Total Assets 43 145 122 613 78 985 1 817 51 570 16 072 24 894 90 683
Non-current liabilities
Long term interest bearing debt 0 0 16 227 0 0 0 0 534
Deferred tax liabilities 2 032 3 328 7 127 0 3 126 112 0 1 782
Other long-term liabilities & provisions 0 0 14 472 1 549 1 101 0 0 0
Total non-current liabilities 2 032 3 328 37 825 1 549 4 228 112 0 2 316
Current liabilities
Trade payables 613 1 871 6 287 0 1 747 1 533 0 3 888
Tax liabilities 520 0 0 0 (443) 50 0 474
Current Contract liabilities (deferred revenue) 0 10 942 737 0 0 2 0 0
Other short term liabilities 3 621 20 867 13 306 10 9 771 3 215 48 14 180
Accrued expenses and prepaid income 372 0 0 0 0 0 0 283
Total current liabilities 5 126 33 680 20 330 10 11 075 4 800 48 18 825
Total Net assets 35 987 85 605 20 830 258 36 268 11 160 24 846 69 542
Net Sales full year 2020 18 626 67 716 na na 17 454 376 77 729
Profit /Loss full year 2020 3 690 6 587 na na 497 -167 2 067
Net Sales year 2020 (Arribatec) 3 530 218 19 165
Profit /Loss year 2020 (Arribatec) 308 16 1 230

Note 9 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
20 largest shareholders at 31 Dec 2021 Holding Stake
Ferncliff Listed Dai AS 116 554 032 19.9%
Arriba Invest AS 80 965 209 13.8%
Dallas Asset Management AS 24 598 694 4.2%
Joar Aarenes 23 911 850 4.1%
Nordnet Bank AB 23 014 128 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%
Lani Invest AS 6 888 760 1.2%
Norsk Regnesentral 6 770 735 1.2%
Danske Bank A/S 5 688 213 1.0%
LCS AS 5 518 001 0.9%
Lars Hugo Braadland Olsen 5 097 500 0.9%
Jan Arne Christensen 4 961 750 0.8%
Cantavit Holding AS 3 875 000 0.7%
AWR AS 3 875 000 0.7%
Total 20 largest shareholders 405 275 654 69.3%
Other shareholders 179 627 410 30.7%
Total 584 903 064 100.0%
Holding Stake
116 554 032 19.9% Related to Øystein S. Spetalen, Member of the Board in Arribatec Group ASA
7 553 463 1.3% Related to Martin Nes, Chairman of the Board in Arribatec Group ASA
3 079 574 0.5% Related to Geir Johansen, CEO of Arribatec Group ASA
1 738 830 0.3% Related to Henrik Lie-Nielsen, Member of the Board in Arribatec Group ASA
583 334 0.1% Related to Ole-Jakob Kjølvik, COO of Arribatec Group ASA
240 712 0.0% Related to Bente Brocks, CFO (interim) of Arribatec Group ASA

Note 10 Earnings per share

For the quarter end Year to date
31 Dec 31 Dec 31 Dec 31 Dec
NOK 2021 2020 2021 2020
Net profit/(loss) to equity holders (22 804 470) (57 992 176) (48 941 616) (55 620 279)
Total (22 804 470) (57 992 176) (48 941 616) (55 620 279)
Number of shares (in thousands)
Weighted average number of ordinary shares 584 903 064 305 239 615 489 277 730 305 239 615
Effects of dilution, weighted average 5 169 284 129 663 617 91 776 213 129 663 617
Weighted average number of shares, adjusted for effects of dilution 590 072 348 434 903 232 581 053 943 434 903 232
Basic earnings per share (0.04) (0.19) (0.10) (0.18)
Diluted earnings per share 1 (0.04) (0.19) (0.10) (0.18)

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

Note 11 Transactions with related parties

For the quarter end Year to date
31 Dec 31 Dec 31 Dec 31 Dec
NOK thousand 2021 2020 2021 2020
Transactions with related parties
Ferncliff AS - Fee for CEO and CFO for hire 1 0 1 290 562 1 290
Ferncliff AS - Fee related to capital increase 1 0 3 400 0 3 400
Total Related parties transactions 0 4 690 562 4 690

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.

π Terms and abbreviations and APMs ¶

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
EPS Earnings Per Share
EUR Euro
FTE Full Time Equivalent
Hspt BA Hospitality
IFRS International Financial Reporting Standards
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

APM / KPI definition

Gross profit Operating revenue less materials,
software and services
31 Dec
2021
31 Dec
2020
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
For the quarter end Year to date
NOK thousand 31 Dec
2021
31 Dec
2020
31 Dec
2021
31 Dec
2020
EBITDA (4 535) (53 226) (6 800) (45 259)
Cost from reverse take over 0 56 822 0 56 822
M&A cost 390 3 314 1 959 3 314
Restructuring cost 3 240 0 3 240 0
Adjusted EBITDA (905) 6 910 (1 601) 14 877

apriilreklameoslo.no

π Financial year 2021 ¶

Annual report 29 Apr 2022

π Financial year 2022 ¶

Quarterly report - Q1 24 May 2022

Half-yearly report 19 Aug 2022

Quarterly report - Q3 15 Nov 2022

Quarterly report - Q4 14 Feb 2023

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