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Arribatec Group ASA

Quarterly Report Feb 28, 2025

3541_rns_2025-02-28_91b08a69-a807-4506-85e2-2ddb9cd306a6.pdf

Quarterly Report

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2021 Artbox Report Temlt TemplateAldetdubbel space här?rihts reserved © Artbox AS 2021 All rights reserved © Artbox AS 2021

Quarterly report Q4 2024 ^

Highlights 3
Corporate events & operations 4
Financial review 6
Financial statements & notes 10
APMs, terms and abbreviations 33

2

Highlights ^

Arribatec Group delivered a total revenue of NOK 150.5m for the fourth quarter of 2024, 5.3% above last year. The Group reports an EBITDA of minus NOK 11.7m for the fourth quarter, a decrease of NOK 13.5m compared to the same period in 2023. Adjusted EBITDA was NOK 2.1m, adjusted for restructuring cost of NOK 10.1m and share issue and warrants cost of NOK 3.7m.

Recurring Revenue (RR) increased by NOK 9.1m compared to Q4 last year, to NOK 64.3m for Q4 2024.

The cash balance at the end of the quarter was NOK 23.1m.

Key consolidated figures and ratios Q4
2024
Q3
2024
Q2
2024
Q1
2024
Q4
2023
Full year
2024
Full year
2023
Revenue TNOK 150
503
129
530
150
084
144
616
142
958
574
733
572
981
Gross profit TNOK 113
165
95
336
109
601
109
947
111
504
428
048
440
308
EBITDA TNOK (11
717)
(3
952)
433 12 1
816
(15
225)
24
463
Adjusted EBITDA TNOK 2
084
(3
952)
3
437
1
110
1
816
2
679
24
463
Operating profit/(loss), EBIT TNOK (47
799)
(15
700)
(10
636)
(11
114)
(9
376)
(85
249)
(23
844)
Net profit/(loss) TNOK (47
846)
(14
899)
(10
611)
(9
357)
(10
725)
(82
713)
(23
416)
Revenue growth y/y for the quarter/full year % 5.3% (1.7%) 1.3% (3.6%) 1.7% (1.2%) 13.5%
Gross profit margin % 75.2% 73.6% 73.0% 76.0% 78.0% 74.5% 76.8%
EBITDA margin % (7.8%) (3.1%) 0.3% 0.0% 1.3% (2.6%) 4.3%
Adjusted EBITDA margin % 1.4% (3.1%) 2.3% 0.8% 1.3% 0.5% 4.3%
Earnings per share NOK (0.69) (0.21) (0.15) (0.13) (0.16) (1.19) (0.33)
Cash at end of period TNOK 23
119
18
008
30
062
39
626
39
371
23
119
39
371
Equity TNOK 189
153
232
576
246
038
255
832
262
463
189
153
262 463
Equity ratio % 42.8% 48.6% 48.1% 48.7% 52.3% 42.8% 52.3%
Price per share at end of reporting period 1 NOK 0.345 1.390 4.400 4.077 4.650 0.345 4.650
FTEs, employed Number 314 323 338 332 329 314 329
No. of outstanding shares, beg. of period 1 Number 69
572
206
69
572
206
69
572
206
69
572
206
69
057
322
69
572
206
690
573
217
New shares issued 1 Number 0 0 0 0 514
884
0 514
887
No. of outstanding shares, end of period 1 Number 69
572
206
69
572
206
69
572
206
69
572
206
69
572
206
69
572
206
69
572
206
Average number of shares, year to date Number 69
572
206
69
572
206
69
572
206
69
572
206
69
057
322
69
572
206
69
057
322

1 Reversed share split (10:1) in Q1 2023

Corporate events & operations ^

Arribatec delivered its highest sales in Q4, 5.3% up from the same period last year.

On 27 September 2024, Arribatec announced a financial restructuring in response to a liquidity shortfall. In an extraordinary general meeting held on 2 December 2024, a rights issue of up to 350 000 000 new shares with preferential subscription rights for existing shareholders to raise gross proceeds of up to NOK 35 million at a subscription price in the Rights Issue is proposed set to NOK 0.10 per new share.

The Rights Issue was underwritten by key shareholders of the Company. The underwriters received 150 214 592 tradeable unlisted warrants to subscribe for one new share in the Company.

In addition, an offering to directors of the Company of up to 60 million new shares at the offer price and 60 million warrants on the same terms as the Underwriters. The participants in the Director Offering was eligible to receive one warrant per new shares subscribed for in the Director Offering.

The preferential subscriptions were fully subscribed together with the 60 million director subscriptions on the 6 February 2025. The cost relating to the Board of Director subscription and warrants, including a provision for taxes of NOK 3.7m were recognised in Q4.

Following the above, the Company underwent a restructuring initiative with a onetime restructuring cost of NOK 10.1m in Q424. A total of 25 FTEs were made redundant, with the savings coming into effect from Q22025.

During the fourth quarter, we have made significant progress in the discussions with buyers of both Marine and Hospitality.

The revenue for the fourth quarter of 2024 was NOK 150.5m. The corresponding numbers for Q423 were NOK 143m, a growth of 5.3% YoY. The growth stems from BA Business Services and Cloud.

Revenue mix Q4 compared to last year, per geographic region Per cent

Norway UK Americas Continental Europe

BA Business Services; as mentioned in previous quarters, Unit4 ERP migration projects have started and will continue with high volumes into 2025. In addition, the BA has performed well with large customer deliveries within Business Analytics.

BA EA&BPM experienced flat revenue compared to Q423. On 19 November Arribatec announced that the BA was awarded a major contract with the Norwegian Defense Material Agency ("FMA"). The contract includes a wide range of services that had a modest startup at the end of the fourth quarter.

BA Cloud had strong sales in the quarter, up 20% compared to the same quarter last year. The growth is mainly driven by increased sales of whitelabelled licenses, though at a lower margin.

The consolidated adjusted EBITDA was NOK 2.1m after adjusting for restructuring costs of NOK 10.1m and NOK 3.7m relating to the sharebased payment to the Board of directors, included provision for social security taxes.

Business development

610 new sales contracts were signed in Q4 at a total value of NOK 285.1m (+45% from Q2) including scope extensions and new agreements. The five largest contracts account for 29% of the new contracted volume. The total number of signed contracts for the year was 1 905.

The Nordics remain the largest region with 71% of the new contract volume in Q4. The top five industries are retail, technology, public sector, Food and beverage, and non-profits.

In terms of value, the distribution is as follows for our five business areas:

Business Services 42%, EA & BPM 32%, Cloud 19%, Hospitality 1% and Marine 7%.

Business Development - signed contracts NOK mill

The total current pipeline:

  • Sum gross pipeline: NOK 1370m
  • Sum weighted pipeline: NOK 400m

Financial review ^

Profit & loss

Arribatec Group's full year revenue growth was 0.3% (NOK 1.8m) and was reported at NOK 574.7m. The equivalent number for Q4 revenue growth was +5.3% and was reported at NOK 150.5m. Recurring revenue accounted for NOK 251.3m in 2024, or 44% of total revenue, an increase of 17% from 2023. Region Nordic delivered almost 80% of the total. Consulting revenue was NOK 283.3m, a decrease from 2023 of 15%, in all regions.

In Q4, recurring revenue accounted for NOK 64.3m, or 44% of total revenue, whereas Region Norway delivered 80% of the total. Compared to Q4 2023, recurring revenue increased by NOK 9.1m, or 16%. Consulting services accounted for NOK 74.7m of the total revenue, where Region Norway had NOK 47.3m, Continental Europe NOK 14.4m, UK NOK 11.7m and Americas NOK 1.4m.

Material, software, and services (cogs) 2024 was NOK 146.7m compared to 132.7m in 2023. Q4 was NOK 37.3m compared to NOK 31.5m in the same period last year. Gross profit decreased by NOK 1.7m compared to the previous year, to NOK 113.2m in Q4. The main reason for the increased cogs

was related to the BA Cloud and a licensing partnership where licenses are directly billed forward to customers at only a 510% margin. Furthermore, BA EA&BPM had an increased cogs due to a settlement to a license partner relating to guaranteed minimum purchase during the year, also lowered the margin.

Total operating expenses for 2024 were 443.3m compared to 415.8m last year. Q4 was NOK 124.9m compared to NOK 109.7m in the same period last year, an increase of NOK 15.2m. The main expenses in Operating expenses are salary and personnel costs, equal to appr. 80% of total operating expenses.

The main cost increase stems from salary cost (3.6m), restructuring cost (10.1m) and cost of share consideration related to the share warrants of the BoD (3.6m). The calculated share option costs impacted NOK 0.6m in Q4 (NOK 3.2m for the full year).

Arribatec has decided on a restructuring plan involving down scaling and cost savings, which includes down scaling of

25 FTEs across the business areas. This has led to restructuring costs of NOK 10.1m, of which NOK 7.6m reflects 2025 costs.

EBITDA for 2024 was NOK 15.2m compared to 24.5m in 2023. The amounts for the fourth quarter of 2024 was NOK 11.7m which is NOK 13.5m below the same period last year. EBITDA margin for Q4 was negative 5.1%.

Depreciation and amortisation (D&A) was NOK 36.1m for Q4 compared to NOK 11.2m in same period 2023. The two main components of the D&A relates to intangible assets from acquired companies and other intangible assets (4.0m), internally developed software and technical software (2.0m), depreciation of fixed assets (1.1m) and depreciation of rightofuse assets such as office lease contracts calculated according to IFRS 16 (4.6m). In Q4, an impairment of goodwill related to BA Hospitality of NOK 24.4m was included.

Finance, tax & net result

Net financial items for Q4 were NOK 3.1m and calculated tax income for the same period was NOK 3.0m leaving a net loss after tax of NOK 47.9m for Q4 2024. For the full year 2024, net financial items were NOK 6.1m, tax income 8.6m and net loss 82.7m.

The balance sheet

The total assets of the Group at the end of December 2024 were NOK 442.3m compared to 501.5m at the end of 2023. Non-current intangible assets at the end of the period accounted for NOK 237.3m. Intangible assets consist of goodwill of NOK 184.3, which stems from the acquisitions done by Arribatec since Q4 2020. Additionally, at the end of the period, NOK 13.8m 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 39.2m of the intangible assets. Total intangible assets at the end of 2023 were NOK 278.3m.

Current assets of NOK 143.5m consist of account receivables of 76.7m and a cash balance at the end of the quarter of NOK 23.1m. Other receivables, inventory and contract assets add up to NOK 43.7m. Total current assets at the end of 2023 were NOK 169.3m.

Non-current liabilities at the end of Q4 were NOK 40.7m, of which 7.4m were smaller revolving credit facilities in Italy. Lease liabilities related to office and equipment with a remaining lease period above twelve months calculated under IFRS 16 accounted for NOK 13.3m, while deferred tax totalled

5.6m. Total non-current liabilities at the end of last year were NOK 50.0m.

Current liabilities was NOK 212.4m at the end of the quarter. Short-term debt was NOK 37.8m and other current liabilities accounted for 81.9m. This item mainly includes accruals for holiday pay, employee tax and VAT. The amount of total current liabilities at the end of last year was NOK 189.0m.

At the end of the quarter, total equity was NOK 189.2m, giving an equity ratio of 42.8%.

Arribatec had a total of 69 572 206 shares outstanding per 31.12.2024.

Cash flow and liquidity

Arribatec's cash flow from operating activities in Q4 was positive with NOK 15.7m. The net change in accounts receivables and payables had a positive impact of NOK 25.6m in Q4. Furthermore, a change in contract assets/liabilities had a negative impact of NOK 6.5m in Q4. The value of the contract liabilities (deferred revenue) will decrease along with the revenue recognition in the profit and loss statement over the year. Other current accounts increased cash from operation

by NOK 8.8m in the quarter. The main factors are changes in accrued holiday pay and payments related to employee taxes.

Net cash flow from investing activities was NOK -1.7m in Q4. The main part of the capitalised assets are capitalised development costs and purchased software. Net cash flow from financing was negative at NOK 8.7m in the same period.

Arribatec had NOK 23.1m in cash and cash equivalents at the end of the fourth quarter of the year.

Events after the reporting date

On 2 December 2024, an extraordinary general meeting of Arribatec decided on a capital reduction by reducing the par value from NOK 2.80 to NOK 0.10 per share. The reduction took place after the end of the creditor notice period on 27 January 2025.

Furthermore, the rights issue directed to all existing shareholders and the Board of Directors was completed on 6 February 2025. The share issue resulted in NOK 41m cash.

On the 25 February the Company announced that the CEO Geir Johansen will be stepping down from his role effective from 1 March 2025. The Board has appointed Ole Jakob Kjølvik as interim CEO from 1 March.

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 2024, 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 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 2023, 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 2025

Håkon Reistad Fure Chairman of the board Linn Katrine Høie Board member

Terje Mjøs Board member

Henrik A. Christensen Board member

Kristin Hellebust Board member

Geir Johansen CEO

Interim condensed consolidated financial statements & notes ^

Interim condensed consolidated statements of profit and loss ^

For the quarter end Year to date
NOK thousand Note 31 Dec 2024 31 Dec 2023 31 Dec 2024 31 Dec 2023
Revenue 3 150
503
142
958
574
733
572
981
Materials, software and services (37
338)
(31
454)
(146
684)
(132
673)
Gross profit 113
165
111
504
428
048
440
308
Salary and personnel costs (100
244)
(93
088)
(369
272)
(346
608)
Other operating expenses (24
637)
(16
600)
(74
002)
(69
236)
Total operating expenses (124
882)
(109
688)
(443
273)
(415
845)
EBITDA (11
717)
1
816
(15
225)
24
463
Depreciation, amortisation and impairment 4, 5 (36
082)
(11
192)
(70
025)
(48
307)
EBIT (47
799)
(9
376)
(85
249)
(23
844)
Financial income 6 687 466 2
499
3
208
Financial expense 6 (3
789)
(3
218)
(8
578)
(9
414)
Profit/(loss) before tax (50
902)
(12
127)
(91
329)
(30
050)
Tax expense 3
055
1
766
8
616
6
998
Profit/(loss) after tax (47
846)
(10
361)
(82
713)
(23
053)
Attributable to:
Equity holders of the parent company (47
846)
(10
361)
(82
713)
(23
053)
Earnings per share: basic 7 (0.69) (0.15) (1.19) (0.33)
Earnings per share: diluted 7 (0.69) (0.15) (1.19) (0.33)

Interim condensed consolidated statements of comprehensive income ^

For the quarter end Year to date
NOK thousand 31 Dec 2024 31 Dec 2023 31 Dec 2024 31 Dec 2023
Profit/(loss) after tax (47
846)
(10
361)
(82
713)
(23
053)
Items that may be classified subsequently to profit or loss
Foreign currency translation differences - foreign operations 1
069
(294) 3
531
3
088
Other comprehensive income/(loss) for the period 1
069
(294) 3
531
3
088
Total comprehensive income/(loss) for the period (46
778)
(10
656)
(79
182)
(19
965)
Attributable to:
Equity holders of the parent company (46
778)
(10
656)
(79
182)
(19
965)

Interim condensed consolidated statement of financial position ^

NOK thousand Note 31 Dec 2024 31 Dec 2023
ASSETS
Non-current assets
Property, Plant and equipment 4
944
6
436
Right-of-use assets 4 26
563
28
442
Goodwill 5 184
258
206
457
Customer relations 5 13
829
24
125
Other Intangible assets 5 39
167
43
771
Other non-current assets 4
602
3
989
Deferred tax assets 25 388 18
998
Total non-current assets 298 750 332
217
Current assets
Accounts receivable 76
705
90
898
Contract assets 25
434
24
244
Inventory 7
817
1
548
Other current assets 10
426
13
267
Cash and cash equivalents 23
119
39
371
Total current assets 143
500
169
329
TOTAL ASSETS 442
251
501
545
NOK thousand Note 31 Dec 2024 31 Dec 2023
EQUITY AND LIABILITIES
Equity
Share capital 8 194
802
194
802
Other paid in capital 10 216
803
214
085
Exchange differences 7
297
3
767
Other equity (229
750)
(150
191)
Total equity 189
153
262
463
Non-current liabilities
Interest bearing loans 9 7
435
12
928
Non-current lease liabilities 4 13
317
16
836
Other non-current financial liabilities 2
575
1
804
Deferred tax liabilities 5
623
7
786
Provisions 11
710
10
685
Total non-current liabilities 40
661
50
038
Current liabilities
Interest bearing loans 9 37
819
26
460
Current lease liabilities 4 14
373
12
909
Accounts payable 52
432
39
816
Contract liabilities 25
824
24
319
Current tax payable 83 1
669
Other current liabilities 81
906
83
869
Total current liabilities 212
437
189
044
Total liabilities 253
098
239
082
TOTAL EQUITY AND LIABILITIES 442
251
501
545

Interim condensed consolidated statement of changes in equity ^

Equity related to the shareholders of the parent company
Restricted
Other Exchange
NOK thousand Share capital paid in capital differences Other equity Total Equity
Balance on 1 January 193
361
215
645
679 (127
758)
281
927
Result of the period (23
053)
(23
053)
Other comprehensive income for the period 3
087
3
087
Total comprehensive result for the period 0 0 3
087
(23
053)
(19
965)
Capital issue, Feb 0 0
Share issue cost (118) (118)
Share consideration relating to acquisition of Integra (8
409)
(8
409)
Capital issue in relation to acq. of Integra, Dec 1
442
6
968
8
409
Share option cost 620 620
Closing balance 31 Dec 2023 194
802
214
085
3
767
(150
191)
262
463
Balance on 1 January 194
802
214
085
3
767
(150
191)
262
463
Result of the period (82 713) (82 713)
Other comprehensive income for the period 3 531 3 531
Total comprehensive result for the period 0 0 3 531 (82 713) (79 182)
Share issue cost (352) (352)
Share option cost 3
154
3
154
Share consideration in relation to BoD (Note 10) 3
069
3
069
Closing balance 31 Dec 2024 194
802
216
803
7
297
(229
750)
189
153

Interim condensed consolidated cash flow statement ^

For the quarter end Year to date
NOK thousand Note 31 Dec 2024 31 Dec 2023 31 Dec 2024 31 Dec 2023
Operating activities
Profit/(Loss) before tax (50
902)
(12
127)
(91
329)
(30
050)
Taxes paid (1
000)
(1
082)
(2
547)
(2
192)
Adjustments for:
- Finance income and expense 6 3
103
2
751
6
079
6
203
- (Increase)/decrease in trade receivables 5
155
8
365
14
193
(2
684)
- (Decrease)/increase in trade payables 20
444
10
913
12
616
7
937
- Depreciation and amortisation 4, 5 11
666
11
372
45
609
48
488
- Impairment losses on intangible assets 5 24
416
0 24
416
0
Calculated cost of employee share option program 594 620 3
154
620
Change in contract assets/liabilities (6
538)
(14
413)
316 (124)
Change in other current accounts 8
787
5
663
857 5
465
Net cash flows operating activities 15
726
12
062
13
362
33
663
Investing activities
Cash consideration earn-out payment 8 0 (3
704)
(7
531)
(3
704)
Purchase of property, plant and equipment (106) (1
057)
(1
581)
(2
693)
Purchase and development of intangible assets 5 (1
702)
(9
649)
(8
108)
(16
502)
Interest received 119 152 458 563
Net cash flows investing activities (1
690)
(14
257)
(16
763)
(22
336)

Interim condensed consolidated cash flow statement continued ^

For the quarter end Year to date
NOK thousand Note 31 Dec 2024 31 Dec 2023 31 Dec 2024 31 Dec 2023
Financing activities
Change in overdrafts 9 (4
924)
5
038
12
167
12
677
Repayment of debt 9 (1
897)
(1
769)
(7
372)
(6
173)
Interest paid 6 (461) (300) (1
556)
(1
161)
Received Gov.grants (SkatteFUNN) 695 3
301
695 3
301
Instalments lease liabilities (4
885)
(4
504)
(19
306)
(20
038)
Other changes in equity 10 3
069
0 3
069
0
Share issue cost (309) (111) (352) (118)
Net cash flows financing activities (8
711)
1
655
(12
655)
(11
511)
Net change in cash and cash equivalents 5
325
(540) (16
056)
(184)
Cash and cash equivalents at beginning of period 18
008
40
161
39
371
40
449
Currency translation (214) (250) (197) (893)
Cash and cash equivalents at end of period, incl. restricted cash 23
119
39
371
23
119
39
371
-whereof restricted cash 11
673
12
111
11
673
12
111

Notes to the interim condensed consolidated 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"). These interim financial statements are unaudited for 2024 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 31 December 2023. Changes to IFRSs which have been effective from 1 January 2024 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 judgments and estimates that affect the application and accounting policies and the reported amounts of assets and liabilities, income, and expenses. Actual results may differ from these estimates. Critical Accounting estimates and judgments in terms of accounting policies are more comprehensively discussed in the Company's Annual report for the Financial Year 2023, available on Arribatec's website: www.Arribatec.com.

Note 03 Revenue per geography and segment

Segment

The management of the Group follows up the revenue by Business Area and geography.

Business services are focusing on ERP, BI & Analytics, DevOps, integrations, and software solutions for research institutes. Arribatec Business services provide simplicity by implementing, customizing, maintaining, and supporting the entire business landscape, with ERP as the core engine. We integrate it with other marked 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 sectors.

Cloud provides cloud services such as hosting IT infrastructure within f ex hybrid, Azure, Splunk, and 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 public cloud offering based on Norwegian data centers to accommodate special use cases for our customers.

Hospitality delivers solutions for self-check-in/check-out and payments for the hospitality industry.

Marine focus on the Maritime sector. BA Marine's competencies are the development, implementation, and consulting of the owned asset management system solutions: Infoship.

For the quarter end 31 Dec 2024

NOK thousand Business services EA & BPM Cloud Hospitality Marine Corporate Eliminations Total
Revenue 73
523
28
685
37
609
5
064
11
305
163 (5
848)
150
503
Materials, software and services (11
808)
(7
342)
(19
667)
(2
036)
(1
737)
(559) 5
811
(37
338)
Gross margin 61
715
21
343
17
942
3
028
9
568
(396) (36) 113
165
Salary and personnel costs (49
520)
(16
414)
(14
331)
(4
071)
(6
485)
(9
422)
0 (100
244)
Other operating expenses (7
244)
(1
988)
(1
669)
(3
155)
(1
357)
(9
261)
36 (24
637)
Total operating expenses (56
764)
(18
402)
(16
000)
(7
227)
(7
842)
(18
684)
36 (124
882)
EBITDA 4
951
2
941
1
942
(4
198)
1
726
(19
079)
0 (11
717)
Depreciation, amortisation and impairment (4
078)
(1
887)
(2
455)
(25
025)
(2
006)
(631) 0 (36
082)
EBIT 873 1
054
(513) (29
223)
(280) (19
710)
0 (47
799)
Gross margin % 83.9% 74.4% 47.7% 59.8% 84.6% na na 75.2%
EBITDA % 6.7% 10.3% 5.2% (82.9%) 15.3% na na (7.8%)
EBIT % 1.2% 3.7% (1.4%) (577.0%) (2.5%) na na (31.8%)

For the quarter end 31 Dec 2023

NOK thousand Business services EA & BPM Cloud Hospitality Marine Corporate Eliminations Total
Revenue 69
820
28
982
31
223
6
071
12
780
128 (6
046)
142
958
Materials, software and services (12
619)
(4
916)
(16
013)
(2
040)
(1
335)
(582) 6
052
(31
454)
Gross margin 57
201
24
066
15
210
4
031
11
445
(454) 6 111
504
Salary and personnel costs (50
891)
(16
579)
(12
042)
364 (5
971)
(7
969)
0 (93
088)
Other operating expenses (3
210)
(1
990)
(2
916)
(1
703)
(2
289)
(4
487)
(6) (16
600)
Total operating expenses (54
101)
(18
569)
(14
958)
(1
339)
(8
261)
(12
455)
(6) (109
688)
EBITDA 3
100
5
497
252 2
692
3
184
(12
910)
0 1
815
Depreciation, amortisation and impairment (6
205)
(1
615)
(1
875)
(911) (1
638)
1
052
0 (11
192)
EBIT (3
105)
3
882
(1
623)
1
781
1
546
(11
858)
0 (9
376)
Gross margin % 81.9% 83.0% 48.7% 66.4% 89.6% na na 78.0%
EBITDA % 4.4% 19.0% 0.8% 44.3% 24.9% na na 1.3%
EBIT % (4.4%) 13.4% (5.2%) 29.3% 12.1% na na (6.6%)

Year to date 31 Dec 2024

NOK thousand Business services EA & BPM Cloud Hospitality Marine Corporate Eliminations Total
Revenue 273
492
106
346
142
308
31
653
42
646
453 (22
165)
574
733
Materials, software and services (43
149)
(28
293)
(73
572)
(16
687)
(5
088)
(2
080)
22
185
(146
684)
Gross margin 230
343
78
052
68
736
14
967
37
558
(1
628)
20 428
048
Salary and personnel costs (186
829)
(63
697)
(50
468)
(14
873)
(26
437)
(26
967)
(0) (369
272)
Other operating expenses (20
938)
(7
158)
(8
972)
(6
810)
(3
968)
(26
136)
(20) (74
002)
Total operating expenses (207
768)
(70
855)
(59
439)
(21
683)
(30
404)
(53
103)
(20) (443
273)
EBITDA 22
575
7
197
9
297
(6
716)
7
154
(54
730)
0 (15
225)
Depreciation, amortisation and impairment (15
533)
(7
240)
(11
078)
(26
602)
(7
330)
(2
241)
0 (70
025)
EBIT 7
042
(43) (1
781)
(33
319)
(177) (56
971)
0 (85
249)
Gross margin % 84.2% 73.4% 48.3% 47.3% 88.1% na na 74.5%
EBITDA % 8.3% 6.8% 6.5% (21.2%) 16.8% na na (2.6%)
EBIT % 2.6% (0.0%) (1.3%) (105.3%) (0.4%) na na (14.8%)

Year to date 31 Dec 2023

NOK thousand Business services EA & BPM Cloud Hospitality Marine Corporate Eliminations Total
Revenue 294
258
111
010
127
016
10
903
47
645
662 (18
514)
572
981
Materials, software and services
Gross margin
(56
402)
237
856
(24
170)
86
840
(61
136)
65
880
(4
318)
6
585
(3
075)
44
570
(1
989)
(1
327)
18
418
(96)
(132
673)
440
308
Salary and personnel costs (190
084)
(59
394)
(43
950)
(4
400)
(23
939)
(24
841)
0 (346
608)
Other operating expenses (18
170)
(5
832)
(12
732)
(5
518)
(6
942)
(20
139)
96 (69
236)
Total operating expenses (208
254)
(65
227)
(56
682)
(9
918)
(30
882)
(44
980)
96 (415
845)
EBITDA 29
602
21
614
9
198
(3
333)
13
689
(46
307)
0 24
463
Depreciation, amortisation and impairment (19
563)
(6
557)
(7
802)
(3
533)
(7
211)
(3
642)
0 (48
307)
EBIT 10
039
15
057
1
396
(6
866)
6
478
(49
949)
0 (23
844)
Gross margin % 80.8% 78.2% 51.9% 60.4% 93.5% na na 76.8%
EBITDA % 10.1% 19.5% 7.2% (30.6%) 28.7% na na 4.3%
EBIT % 3.4% 13.6% 1.1% (63.0%) 13.6% na na (4.2%)

Disaggregation of revenue

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

For the quarter end 31 Dec 2024

NOK thousand Consulting
services
Recurring
Revenue
One-time
revenue
Total
Norway 47 51 8 107
265 336 700 301
Continental Europe 14 4 1 21
426 965 646 038
UK 11 6 1 19
672 282 144 098
America 1
381
1
685
0 3
066
Total revenue 74 64 11 150
744 268 491 503

For the quarter end 31 Dec 2023

NOK thousand Consulting
services
Recurring
Revenue
One-time
revenue
Total
Norway 46 44 4 95
599 618 735 952
Continental Europe 19 3 2 26
436 929 653 019
UK 10
281
4
705
248 15
234
America 3
671
1
919
164 5
753
Total revenue 79 55 7 142
988 170 800 958

Year to date 31 Dec 2024

NOK thousand Consulting
services
Recurring
Revenue
One-time
revenue
Total
Norway 166 199 35 401
578 758 190 526
Continental Europe 61 21 3 86
365 814 224 403
UK 43 23 1 68
371 105 780 255
America 11
971
6
578
0 18
549
Total revenue 283 251 40 574
285 255 193 733

Year to date 31 Dec 2023

NOK thousand Consulting
services
Recurring
Revenue
One-time
revenue
Total
Norway 169 174 16 360
368 273 463 104
Continental Europe 86 15 6 108
016 900 874 790
UK 46
581
17
291
571 64
442
America 31 6 1 39
167 714 764 645
Total revenue 333 214 25 572
131 177 672 981

Note 04 Leased assets

Right-of-use assets

Year to date 31 Dec 2024

NOK thousand Buildings Vehicles Hardware Other Total
Right-of-use assets per 1 Jan 2023 32
773
89 1
814
7
043
41
719
Addition of right-of-use assets 4
740
724 1
135
270 6
869
Correction of initial index regulation, addition part (1
372)
(1) 0 0 (1
373)
Depreciation in the period (13
320)
(235) (1
650)
(3
458)
(18
663)
Correction of initial index regulation, reversal of depr. prev.years 180 0 0 0 181
Reclassification between categories (41) 41 0 0 0
Disposals (952) 0 0 0 (952)
Translation difference 657 2 1 0 660
Right-of-use assets per 1 Jan 2024 22
665
620 1
299
3
856
28
442
Addition of right-of-use assets 5
108
1
142
7
348
5
048
18
646
Depreciation in the period (11
543)
(553) (3
471)
(2
402)
(17
969)
Disposals (109) 0 (107) (2
586)
(2
802)
Translation difference 207 39 0 0 246
Carrying amount of right-of-use assets, end of period 16
328
1
248
5
070
3
917
26
563
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 Dec 2024 31 Dec 2023
Undiscounted lease liabilities and maturity of cash outflow
< 1 year 15
180
13
609
1-2 years 7
966
9
421
2-3 years 3
639
5
344
3-4 years 1
748
2
064
4-5 years 620 546
Total undiscounted lease liabilities, end of period 29
153
30
984
Discount element (1
463)
(1
239)
Total discounted lease liabilities, end of period 27
690
29
745
NOK thousand 31 Dec 2024 31 Dec 2023
Total lease liabilities, end of period 27
690
29
745

Note 05 Intangible assets

Year to date 31 Dec 2024
Other intangible Other intangible Other intangible
NOK thousand Goodwill Customer relations assets;
Custom software
assets;
Technical software
assets;
Licenses
Total
Cost at 1 Jan 2024 206
457
58
340
57
439
16
839
11
304
350
378
Additions 0 0 716 0 0 716
Additions - internally developed 0 0 7
392
0 0 7
392
Impairment
1
(24
416)
0 0 0 0 (24
416)
Disposals 0 (7
000)
(2
727)
(2
541)
0 (12
268)
Translation difference 2
217
1
920
909 669 20 5
736
Cost, end of period 184
258
53
260
63
729
14
968
11
324
327
539
Accumulated amortisations at 1 Jan 2024 0 (34
215)
(24
845)
(11
446)
(5
518)
(76
024)
Amortisation 0 (11
197)
(8
656)
(2
842)
(1
741)
(24
436)
Disposals 0 7
000
2
727
2
541
0 12
268
Translation difference 0 (1
019)
(607) (447) (18) (2
092)
Accumulated amortisation and impairment, end of period 0 (39
431)
(31
381)
(12
194)
(7
278)
(90
284)
Carrying amount at 31 Dec 2024 184
258
13
829
32
348
2
773
4
046
237
254
Useful life Infinite 5 yrs 5–10 yrs 5 yrs 3–10 yrs

1 An impairment has been recognized of NOK 24.4m relating to the CGU "Hospitality". During the fourth quarter, a decision was made to maintain the customer base, with zero growth within the business area. This is the assumptions used and the goodwill that arose in connection with the acquisition has been fully impaired.

Full year 2023

Other intangible Other intangible Other intangible
NOK thousand Goodwill Customer relations assets;
Custom software
assets;
Technical software
assets;
Licenses
Total
Cost at 1 Jan 2023 204
581
56
799
51
883
13
654
7
752
334
669
Additions 0 0 0 0 3
634
3
634
Additions - internally developed 0 0 12
868
0 0 12
868
Less government grants 0 0 (604) 0 0 (604)
Reclassifications 1 0 0 (2
249)
2
249
7 7
Disposals 0 0 (5
559)
0 (161) (5
720)
Translation difference 1
875
1
541
1
099
937 71 5
523
Cost, end of period 206
457
58
340
57
439
16
839
11
304
350
378
Accumulated amortisations at 1 Jan 2023 0 (22
162)
(21
290)
(6
684)
(3
381)
(53
517)
Amortisation 0 (11
721)
(9
969)
(3
086)
(2
165)
(26
941)
Reclassifications 1 0 0 1
253
(1
253)
(7) (7)
Disposals 0 0 5
559
0 84 5
644
Translation difference 0 (332) (399) (423) (50) (1
204)
Accumulated amortisation and impairment, end of period 0 (34
215)
(24
845)
(11
446)
(5
518)
(76
024)
Carrying amount at 31 Dec 2023 206
457
24
125
32
593
5
393
5
786
274
354
Useful life Infinite 5 yrs 5–10 yrs 5 yrs 3–10 yrs

1 Reclassifications made between categories

Note 06 Financial items

For the quarter end Year to date
NOK thousand 31 Dec 2024 31 Dec 2023 31 Dec 2024 31 Dec 2023
Finance income
Interest income 119 152 458 563
Realized foreign exchange gains 430 214 1
803
2
149
Net unrealized foreign exchange gains 0 179 0 381
Other financial income 138 (79) 238 115
Total financial income 687 466 2
499
3
208
Finance expenses
Interest on debts and borrowings (461) (300) (1
556)
(1
161)
Interest expense on lease liabilities (304) (193) (1
179)
(1
171)
Realized foreign exchange losses (593) (441) (1
581)
(4
131)
Net unrealized foreign exchange losses (859) 0 (1
511)
0
Other financial expenses (1
573)
(2
283)
(2
751)
(2
952)
Total financial expenses (3
789)
(3
218)
(8
578)
(9
415)
Net financial items (3
103)
(2
752)
(6
079)
(6
206)

Note 07 Earnings per share

For the quarter end Year to date
NOK 31 Dec 2024 31 Dec 2023 31 Dec 2024 31 Dec 2023
Net profit/(loss) to equity holders (47
846
339)
(10
361
265)
(82
712
957)
(23
052
518)
Total (47
846
339)
(10
361
265)
(82
712
957)
(23
052
518)
Number of shares
Weighted average number of ordinary shares
1
69
572
206
69
057
322
69
572
206
69
057
322
Effects of dilution, weighted average 4
052
224
382
629
3
400
584
371 097
Weighted average number of shares, adjusted for effects of dilution 73
624
430
69
439
951
72
972
790
69 428 419
Basic earnings per share (NOK) (0.69) (0.15) (1.19) (0.33)
2
Diluted earnings per share (NOK)
(0.69) (0.15) (1.19) (0.33)

1 Reverse share split 10:1 in Q1 2023

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

Note 08 Issued shares, share capital and shareholder information

Issued shares and share capital
Number of
shares
Share Capital
(NOK)
31 December 2022
690
573
217
193
360
501
Capital issue, February 3 1
Reverse share split (10:1), March
(621
515
898)
Capital issue, December 514
884
1
441
675
31 December 2023
69
572
206
194
802
177
30 September 2024
69
572
206
194
802
177

20 largest shareholders at 31 Dec 2024

Holding Stake FERNCLIFF LISTED DAI AS 16 655 404 23.9% TITAN VENTURE AS 3 050 000 4.4% DALLAS ASSET MANAGEMENT AS 2 467 200 3.5% JOAR AARENES 1 768 473 2.5% SRK CONSULTING AS 1 757 476 2.5% ERIK SKAAR OPDAL 1 695 200 2.4% Nordnet Bank AB 1 530 066 2.2% EXCESSION AS 1 100 000 1.6% TRUDE HALVORSEN 1 079 789 1.6% HANEKAMB INVEST AS 1 055 347 1.5% COMPANY ONE AS 934 023 1.3% KRISTIAN FALNES AS 850 000 1.2% MIDDELBOE AS 739 662 1.1% NILS GABRIEL ANDRESEN 622 086 0.9% LARS HUGO BRAADLAND OLSEN 574 850 0.8% Danske Bank A/S 553 700 0.8% LCS AS 551 801 0.8% JAN ARNE CHRISTENSEN 524 675 0.8% NORDLYS TRADING AS 450 000 0.6% VALSET INVEST AS 450 000 0.6% Total 20 largest shareholders 38 409 752 55.2% Other shareholders 31 162 454 44.8% Total 69 572 206 100.0%

Shares held by related parties

Holding Stake
COMPANY ONE AS 934
023
1.3% Related to Håkon Reistad Fure, Chairman of the Board in Arribatec Group ASA
FINANCE RESOURCES GJ AS 360
609
0.5% Related to Geir Johansen, CEO of Arribatec Group ASA
TERJE MJØS HOLDING AS 180
000
0.3% Related to Terje Mjøs, Member of the Board in Arribatec Group ASA
SICUBI AS 24
072
0.0% Related to Bente Brocks, CFO (interim) of Arribatec Group ASA
KRISTIN HELLEBUST 22
728
0.0% Related to Kristin Hellebust, Member of the Board in Arribatec Group ASA

Note 09 Interest bearing debt

NOK thousand

Debt financial institutions Type Currency Facility limit Interest rate Year of maturity 31 Dec 2024 31 Dec 2023
Danske Bank Revolving credit facility NOK 20
000
NIBOR+2.75% 2025, Dec 20
000
19
458
Danske Bank Revolving credit facility NOK 15
000
NIBOR+2.75% 2025, Jan 11
625
0
DLL Leasing & finance company NOK 4.5% 2024 0 19
Bank Intesa, Italy Unsecured bank facilities EUR EURIBOR+1.95%-2.40% 2027 5
984
7
896
Bank Progetto, Italy Unsecured bank loan EUR EURIBOR+5% 2025 1
322
3
671
Bank Carige, Italy Unsecured bank loan EUR 1.3% 2027 4
218
5
681
Bank Passadore, Italy Unsecured bank loan EUR EURIBOR+1.5% 2028 2
105
2
663
Total 45
254
39
388
Credit facilities Other borrowings Total
Balance at 1 Jan 2023 6 24 31
779 431 211
Proceeds from loans and borrowings 19
686
0 19
686
Repayment of loans and borrowings (7 (6 (13
009) 173) 183)
Total changes in financial cashflow 12 (6 6
677 173) 504
Translation difference 2 1
672
1
674
Balance at 1 Jan 2024 19 19 39
458 930 388
Proceeds from loans and borrowings
Repayment of loans and borrowings
12
167
0
0
(7
372)
12
167
(7
372)
Total changes in financial cashflow 12 (7 4
167 372) 795
Translation difference 0 1
072
1
072
Total interest bearing debt, end of period 31 13 45
625 629 254

Note 10 Share issue and warrants

On 2 December 2024, an extraordinary general meeting decided on a rights issue of 350 million shares at a subscription price of NOK 0.10 per share. The shares were traded exclusive the subscription right from 3 December, and the new share capital was registered on 7 February 2025. The rights share issue was fully underwritten, and the same extraordinary general meeting decided to offer 150 warrants to the underwriters as compensation for the underwriting services. The same extraordinary general meeting decided to offer the Board of Directors to subscribe for 60 million shares in connection with the rights issue at a subscription price of NOK 0.10 per share and receive 60 million warrants. Each warrant gives right to subscribe one share for NOK 0.10 per share. The total 210 million warrants are freely tradable and may be exercised at any time until 27 January 2026, and any unexercised warrant will be forfeited after this.

The Company's judgement is that the subscription rights and warrants offered to the Board of Directors had a grant date and were fully vested on 2 December 2024 according to IFRS 2. The fair value of the total 120 million subscription rights and warrants has been estimated to NOK 3.1 million based on a Theoretical Ex-Rights Price (TERP). TERP is used due to the significant theoretical dilution effect of the rights issue, which a market price (stock price) does not reflect. Hence, the use of TERP that is the consensus view to use. The estimated fair value has been recognised as an employee expense with offset to equity. It has also been calculated a social security tax on this with NOK 0.6 million at 31 December 2024.

The share issues will be recognised in 2025. The estimated value of the underwriting services will be a net zero effect directly to equity in 2025.

APMs, terms and abbreviations ^

For the quarter end
Year to date
NOK thousand 31 Dec 2024 31 Dec 2023 31 Dec 2024 31 Dec 2023
EBITDA BA (11
717)
1
816
(15
225)
24
463
Share consideration in relation to BoD Corporate 3
658
0 3
658
0
Restructuring cost Corporate 4
655
0 4
655
0
Restructuring cost Cloud 336 0 336 0
Restructuring cost EA&BPM 1
222
0 1
222
0
Restructuring cost Business services 2
086
0 2
086
0
Restructuring cost Hospitality 1
845
0 1
845
0
One-time payment in relation to severance pay Hospitality 0 0 1
098
0
Penalty fee related to hardware delivery to Flytoget Hospitality 0 0 934 0
Bad debt expensed in relation to large customer bankruptcy Cloud 0 0 2
071
0
Adjusted EBITDA 2
084
1
816
2
679
24
463

APM cost is considered as one-time and not part of the ongoing business and are therefore adjusted to show an EBITDA mirroring the underlying business.

KPI definition

APM/KPI Definition
Gross profit Operating revenue less materials, software and services
EBITDA Earnings before Interest, Tax, Depreciation and Amortisation
Adjusted EBITDA EBITDA, adjusted for restructuring cost and other one-time effects
EBITDA margin EBITDA as a percentage of Total income
Equity ratio Equity as a percentage of total assets

Terms and abbreviations

BA Business Area
BizS BA Business Services
BoD Board of Directors
BPM Business Process Management
Cloud BA Cloud
EA&BPM BA Enterprise Architecture & Business Process Management
EBIT Operating profit, Earning before Interest and Tax
EBITDA Earnings Before Interest, Tax, Depreciation and Amortisation
EPS Earnings Per Share
FTE Full Time Equivalent
Hspt BA Hospitality
IFRS International Financial Reporting Standards
Marine BA Marine
NOK Norwegian Krone
Opex Operating expenses
RR Recurring revenue, derived from sale of services and solutions through subscription models
Saas Software as a service
Solaas Solution as a service

Arribatec is a global supplier of digital business solutions that help our customers achieve competitive advantage through innovative use of IT.

+47 4000 3355 [email protected]

Arribatec Group ASA Lørenfaret 1D N-0585 Oslo

Next event 25 April 2025 Annual report

15 May 2025 Q1 report

Contact: [email protected]

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