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Borgestad ASA Interim / Quarterly Report 2024

Nov 13, 2024

3561_rns_2024-11-13_44539645-61fe-4165-9c1c-de5c6ffe2b5e.pdf

Interim / Quarterly Report

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Third Quarter 2024 Report

November 12, 2024

Table of Contents

Highlights and Key Figures
3
About Borgestad ASA
4
CEO Letter 5
Operational and Financial Review
6
Condensed consolidated interim statement of income

10
Notes to the Condensed Interim Financial Statements
16
Alternative Performance Measures (APMs)
22

Highlights and Key Figures

Highlights

1

2

3

4

Borgestad Groups profit before tax at MNOK 44.1 for Q3'24 compared to MNOK -29.4 in Q3'23.

EBIT margin at 7.4 percent for Höganäs Borgestad Group LTM'241 compared to adjusted EBIT at 3.2 percent LTM'23.

Agora Bytom delivered an EBITDA of MNOK 10.3 in Q3'24 compared to an EBITDA of MNOK 8.0 in Q3'23.

Borgestad ASA strengthened its team with the addition of Bendik Persch Andersen as Head of M&A, Corporate Development, and Investor Relations.

Key Figures

Q1-Q3
MNOK 2024 2023 2023
Operating income 919 908 1 141
EBITDA 117 108 127
Depreciation & Impairment of non-current assets 28 111 122
Operating profit (EBIT) 89 -3 6
Profit before tax 73 -35 -37
MNOK 30.09.2024 30.09.2023 31.12.2023
Cash 132 40 153
Available liquidity at end of period 162 97 186
IBD 485 730 460
NIBD 352 690 307
NIBD/EBITDA LTM 2,6 5,8 2,4

1 LTM = Last Twelve Months

About Borgestad ASA

Borgestad ASA is an investment company headquartered in Lysaker, Norway, with a focused portfolio in two core sectors: real estate and refractory solutions.

The Group's key assets are the Agora Bytom shopping mall and the refractory production and installation company Höganäs Borgestad, both of which play a crucial role in the group's overall performance. Real estate represents the largest segment by asset value, while the refractory industry drives the highest revenue.

Agora Bytom

Agora Bytom shopping center in Poland is the Group's largest investment, accounting for more than half of its total asset values. The center features a gross area of 52,000 sqm, with more than 30,000 sqm dedicated to rental space. It also includes a parking garage with 820 spaces, conveniently connected to the main facility.

Centrally located in the Silesian region, Agora Bytom holds a strong market position within its primary catchment area. The center hosts a diverse range of tenants, including major international chains and prominent Polish rands, long with eight cinema halls, a fitness center, and an extensive selection of cafés.

Höganäs Borgestad

Höganäs Borgestad manufactures and supplies high-quality refractory products, systems, and installation services, essential for industrial processes exceeding 1,200°C in industries such as steel, cement, and aluminum. Refractory materials, available in various forms depending on their application, are designed to withstand extreme temperatures and protect industrial equipment. They play a critical role in safeguarding production processes and contribute significantly to energy efficiency.

CEO Letter

Höganäs Borgestad continued its positive trajectory in the Q3'24, reporting a record-high EBIT margin both for the quarter and year-todate, compared to the adjusted EBIT2 margin for the same periods in 2023.

As previously communicated, Höganäs Borgestad has improved its EBIT margin by focusing on profitability and enhancing project execution, which has proven successful. Yearto-date, Höganäs Borgestad achieved an LTM3 EBIT margin of 7.4 percent, up from adjusted EBIT margin of 3.2 percent in the same period in 2023. While progress has been made, there is still significant potential for further development and improvement in medium term.

Borgestad expects continued long-term improvements in EBIT margin and views Höganäs Borgestad as well-positioned for further advancements in 2025. These improvements, influenced by seasonal variations in the refractory business, are anticipated to be reflected in the profit and loss statement in Q2 and Q3 of 2025.

The decreasing inflation and interest rates in the eurozone are expected to benefit the Agora Bytom investment, improving property valuations and revitalizing the transaction market. Emerging signs of a revival in the transactional market in Poland are being closely monitored by the Group's management, aligning with previously communicated ambition for a future divestment of Agora Bytom.

Borgestad will stay focused on executing its strategy for both Höganäs Borgestad and Agora Bytom, which hold strong positions as market leaders in their respective regions. The ongoing efforts remain centered on driving profitability and improving results.

In summary, Borgestad is experiencing a solid underlying operational trend, and we anticipate continued positive momentum moving forward.

Pål Feen Larsen CEO

3 LTM = Last Twelve Months

2 Adjusted EBIT is EBIT excluding the positive EBIT effect from Vienna Arbitration, review APM for more information.

Operational and Financial Review

Group Results

Group
Results
2024 2023 2024 2023 2023
4
) Adjusted
4
(MNOK) 3rd 3rd First 9 first 9
quarter quarter months months Year
Revenue 360 372 919 908 1 141
Total operating cost 296 336 803 846 1 014
EBITDA 63 37 117 61 127
Depreciation 11 10 28 21 32
Impairment of non-current assets - 90 - 90 90
Earnings before financial items and tax (EBIT) 52 -63 89 -50 6
Financial items -8 -13 -17 -32 -43
Profit before taxes 44 -76 73 -82 -37

Profit and Loss

Numbers in parenthesis are as of September 30, 2023.

Borgestad Group continues to show positive development in adjusted EBITDA4 across both the refractory and property segments, despite a decrease in revenue in Q3'24. Adjusted EBITDA increased from MNOK 36.8 in Q3'23 to MNOK 63.3 in Q3'24, primarily driven by improved margins within the refractory business.

Net financials for the Group also saw improvement in the Q3'24 compared to the same period last year. The enhancement of MNOK 4.4 is attributed to lower interest payments resulting from a significantly reduced debt level compared to Q3'23.

End of Q3'24 order intake and order backlog for the refractory segment are at normalized seasonal levels.

Balance Sheet

Numbers in parenthesis are as of December 31, 2023.

As of September 30, 2024, the Group had total assets of MNOK 1,525.7 (1,406.4). Equity amounted to MNOK 806.8 (755.8), representing an equity ratio of 52.9 percent as of September 30, 2024.

The Group's current assets amounted to MNOK 549.4 (463.8). Non-current liabilities were MNOK 401.7 (377.6), while current liabilities amounted to MNOK 317,1 (273.0).

The Groups working capital amounted to MNOK 334,8, compared to MNOK 293.4 per September 30, 2023.

As of September 30, 2024, the Group's total interest-bearing debt is MNOK 484.6 (460.0), and net interest-bearing debt is MNOK 352.3 (307.3).

As of September 30, 2024, the Group boasts a sustainable balance sheet, a strong cash position, and is fully financed.

Cash Flow, Investments, and Liquidity

Numbers in parenthesis are as of September 30, 2023.

The Group's year-to-date cash flow from operating activities was positive with MNOK 23.0 (positive MNOK 67.6) in first three quarters of 2024. The reduction in operational cash flow compared to the same period last year is primarily attributed to increased working capital, driven by higher accounts receivable, due to season variations, along with a modest increase in inventory levels.

4 Adjusted EBITDA are EBITDA excluding the positive EBITDA effect from Vienna Arbitration, review APM for more information.

Cash flow from investing activities was negative at MNOK 21.3 (negative MNOK 12.9). The previously announced share purchase, which increased the Group's stake in Höganäs Borgestad Holding AB, accounted for approximately MNOK 13.2 of the negative cash flow from investing activities.

Cash flow from financing activities was negative at MNOK 22.0, compared to a negative MNOK

Real Estate

105.4 in the previous year. The net cash flow for the first three quarters of 2024 was negative MNOK 20.3, an improvement from a negative MNOK 50.8 in the same period last year.

Available liquidity as of September 30, 2024, was MNOK 161.6 (MNOK 97.0), which includes MNOK 43.9 of undrawn credit facilities.

2024 2023 2024 2023 2023
(MNOK) 3rd
quarter
3rd
quarter
First 9
months
First 9
months
Year
Revenue 19 16 57 51 69
EBITDA 10 8 31 28 37
Earnings before financial items and tax (EBIT) 8 -88 24 -72 -61

In Q3'24, tenant turnover at Agora Bytom rise by 3.4 percent compared to the same period in 2023, with year-to-date turnover increasing by 5.8 percent over the previous year.

Tenants at Agora Bytom have increased their revenues by 5.8% year-to-date in 2024 compared to the same period in 2023.

Conversely, visitor numbers declined by 4.6 percent during the Q3'24 compared to the prior year, totaling approximately 4.7 million visitors over the last twelve months.

During this quarter, the property segment generated rental income and EBITDA of MNOK 19.4 and MNOK 10.3, respectively, compared to MNOK 16.2 and MNOK 8.0 in 2023.

Agora Bytom continues to maintain a robust presence in the local market, boasting a consistently high occupancy rate. The center is dedicated to ongoing improvements and actively engages in the rental market, currently negotiating with several potential new tenants, reflecting its commitment to expansion and development.

As of September 30, 2024, the WAULT5 by area and income stands at 3.33 years.

The number of visitors to Agora Bytom over the last twelve months stands at 4.7 million.

Borgestad anticipates that revenue and EBITDA will remain stable in the upcoming periods. Inflation in Poland and Europe has been gradually decreasing and is reported by the European Central Bank to be under control. This decline in inflation, along with other factors, has led to falling interest rates, which should positively impact yields and the number of transactions moving forward.

Following the completion of a five-year bank refinancing with Bank Pekao in December 2023, the Group now has ample time to explore transformative M&A opportunities and other liquidity events for Agora Bytom. Given the Group's current financial position, there is no urgency to expedite a transaction. Instead, the Group will take the necessary time to identify the best strategy for both itself and its shareholders.

5 Weighted average unexpired lease term.

Refractory

6

Refractory
2024 2023 2024 2023 2023
2
) Adjusted
2
) Adjusted
(MNOK) 3rd 3rd First 9 first 9
quarter quarter months months Year
Revenue 340 361 862 861 1 072
EBITDA 54 32 97 40 102
Earnings before financial items and tax (EBIT) 46 28 77 30 80

In Q3'24, the refractory segment recorded a record high EBIT margin at 13.4 percent compared to adjusted EBIT margin of 7.8 percent in Q3'23, despite a revenue decrease of 5.6 percent compared to the same period in 2023.

EBIT margin YTD'24 at 8.9 percent compared to adjusted 3.5 percent YTD'23.

EBIT amounted to MNOK 45.5, compared to an adjusted EBIT of MNOK 28.3 in 2023. Year-todate for 2024, EBIT reached MNOK 76.6, resulting in an EBIT margin of 8.9 percent.

Over the last twelve months, the refractory segment has maintained stable revenue, while the adjusted EBIT margin has increased by 4.2 percent, rising to 7.4 percent. This improvement in adjusted EBIT for both the third quarter and the last twelve months is attributed to enhanced operational performance within installation projects in Sweden and Finland, including the announced exit from greenfield projects related to cremation.

The focus and ambition for the refractory segment are to continue steadily increasing the EBIT margin moving forward. Borgestad estimate that Höganäs Borgestad will reach a EBIT margin around 7 percent for fiscal year 2024. Borgestad review that there is still significant potential for further development and improvement in medium term for Höganäs Borgestad and based on this a new mid-term target is set at EBIT level of 10 percent or higher.

The segment is experiencing normal order intake and maintains a healthy order backlog for the upcoming period, which stood at MNOK 99.1 as of September 30, 2024.

Over the past twelve months, there has been a significant reduction in net interest-bearing debt within the segment. As of September 30, 2024, the ratio of net interest-bearing debt to adjusted last twelve months EBITDA is 1.4, a substantial improvement from the ratio of 5.9 reported on September 30, 2023. The financial position of the refractory segment is considered solid at the end of the Q3'24.

2 Adjusted EBIT is EBIT excluding the positive EBIT effect from Vienna Arbitration, review APM for more information.

Other Activities Included in the Group

2024 2023 2024 2023 2023
(MNOK) 3rd 3rd First 9 First 9 Year
quarter quarter months months
EBITDA -1 -3 -11 -7 -12
Earnings before financial items and tax (EBIT) -1 -3 -12 -8 -13

Other activities primarily include the group company Borgestad ASA.

In the second quarter, Borgestad ASA entered into a purchase agreement for the sale of its head office located at Gunnar Knudsens veg 144 in Skien, Norway.

The agreed terms for the sale of the office building totaled MNOK 10, with 50 percent structured as vendor credit, which has a

maximum duration of three years. The transaction was completed in early October 2024.

The accounting gain associated with the sale will be recognized in Q4'24 for the transaction and is estimated to be approximately MNOK 5.6.

Subsequent events

On 7. November Höganäs Borgestad agreed with Bjuv municipality to postpone the longstop date for completion of the sale leaseback

transaction from 31 December 2024 to 31 December 2025, as it is still uncertain when the Administrative Court will process the complaint.

Outlook

The Board of Directors expect that the Group will improve results and cash flow going forward. The Group expects that the positive margin development for the refractory segment will continue.

In addition, Borgestad ASA will explore the possibilities for transformational M&A and other liquidity events for Agora Bytom.

Condensed consolidated interim statement of income

2024 2023 2024 2023 2023
3rd 3rd First 9 First 9
(NOK 1 000) (Unaudited) Note quarter quarter months months Year
Revenue and other income 2 359 830 372 443 919 316 907 782 1 141 417
Materials, supplies and subcontracting 1 175 637 187 742 429 951 482 491 582 570
Salary and personnel expenses 1 99 304 93 632 295 598 258 336 347 108
Other expenses 21 557 7 821 77 084 59 067 84 262
Total operating expenses 296 498 289 195 802 633 799 894 1 013 939
EBITDA 63 332 83 248 116 683 107 888 127 478
Depreciation 6 11 110 9 932 27 588 21 069 31 750
Impairment of non-current assets 6 - 90 126 - 90 126 90 126
Operating profit (EBIT) 2 52 222 -16 810 89 095 -3 307 5 601
Financial items
Foreign currency gain/(loss) 1 168 839 571 2 304 6 362
Interest expenses 9 219 13 348 19 864 34 327 51 910
Other financial income/(expenses) 927 -50 2 713 -154 2 664
Net financial items -8 124 -12 559 -16 580 -32 177 -42 884
Profit before taxes 2 44 098 -29 369 72 515 -35 484 -37 283
Income tax 1 11 612 17 149 14 641 14 895 26 309
Profit/(loss) for the period 32 486 -46 518 57 874 -50 379 -63 592
Allocated as follows:
Non-controlling interest's share of the profit 9 223 19 598 15 574 16 412 14 690
Controlling interest's share of the profit 23 264 -66 116 42 299 -66 791 -78 281
Basic and diluted earnings per share 0,66 -0,43 1,21 -0,44 -0,23

Condensed consolidated interim statement of comprehensive Income

2024 2023 2024 2023 2023
3rd
quarter
3rd
quarter
First 9
months
First 9
months
Year
Profit/(loss) for the periode 32 486 -46 518 57 874 -50 379 -63 592
Other comprehensive income
Other income and expenses that will not be reclassified to profit:
Net actuarial gain/(loss) on defined benefit pension plans net of tax - - - - -1 819
Other income and expenses that may be reclassified to profit or loss:
Translation differences 16 713 -22 333 19 819 27 008 24 058
Change in fair value of cash flow hedging net of tax -5 037 -2 382 -13 606 -4 342 -7 406
change in other equity transactions 126 1 - -1 -1
Net other comprehensive income 11 802 -24 714 6 214 22 665 14 832
Total comprehensive income for the periode 44 288 -71 232 64 087 -27 714 -48 760
Non-controlling interest's share of total comprehensive income 11 556 18 696 17 309 18 176 18 605
Controlling interest's share of total comprehensive income 32 732 -89 928 46 779 -45 890 -67 365

Condensed consolidated interim statement of financial position

2024 2023 2023
(NOK 1 000) (Unaudited) Note 30.9. 30.9. 31.12.
Assets
Investment property 6 729 419 702 218 701 407
Land, buildings 18 926 24 857 17 890
Fixtures, machinery and vehicles 35 434 27 592 37 066
Right-of-use assets 40 153 33 003 28 499
Licences, trade marks and similar rights 26 993 28 197 33 902
Goodwill 90 487 88 732 90 108
Other financial assets 757 11 870 6 855
Deferred tax asset 17 311 21 316 13 734
Total non-current assets 959 478 937 785 929 461
Inventories 137 172 116 828 118 733
Trade receivables 269 472 252 846 184 567
Other receivables 10 405 70 976 7 763
Cash and cash equivalents 132 342 40 309 152 688
Total current assets 549 390 480 959 463 752
Non-current assets classified as held for sale 5 16 782 12 682 13 165
Total assets 1 525 650 1 431 425 1 406 378

Consolidated Balance Sheet, continued

2024 2023 2023
(NOK 1 000) (Unaudited) Note 30.9. 30.9. 31.12.
Equity and liabilities
Share capital 35 062 152 491 350 621
Treasury shares - -8 -
Share premium and other paid-in capital 641 679 335 310 326 121
Total paid-in capital 676 741 487 793 676 741
Other reserves 159 973 140 160 153 759
Other equity -109 755 -220 634 -147 929
Retained earnings 50 218 -80 474 5 830
Non-controlling interest 79 836 72 841 73 270
Total equity 806 795 480 160 755 842
Interest-bearing debt 4 345 895 62 693 335 742
Other non-current liabilities 10 510 50 488 -
Lease liability 28 545 28 882 27 453
Pension liabilities 6 040 5 186 6 369
Deferred tax 10 727 2 775 7 988
Total non-current liabilities 401 718 150 024 377 552
Bond-loan - 97 365 -
Interest-bearing debt 4 52 233 456 866 60 043
Lease liability 18 424 8 461 12 641
Bank overdraft 28 992 44 24 098
Trade payables 71 809 76 312 64 017
Tax payables 24 754 16 436 12 147
Public duties payable 48 064 39 319 27 560
Other short-term liabilities 72 861 106 440 72 479
Total current liabilities 317 137 801 241 272 984
Total equity and liabilities 1 525 650 1 431 425 1 406 378

Borgestad, November 12 2024

Board of Directors, Borgestad ASA

Glen Ole Rødland Helene Bryde Steen Jacob Andreas Møller
Chairman Board Member Board Member
Wenche Kjølås Jan Erik Sivertsen Pål Feen Larsen
Board Member Board Member CEO

The document is electronically signed.

Consolidated Statement of Cash Flows

2024 2023 2023
(NOK 1 000) (Unaudited) First 9 First 9 Year
months months
Cash flow from operating activities before balance changes 90 873 74 030 88 390
+/- Balance changes -67 910 -6 449 78 523
Net cash flow from operating activities 22 963 67 581 166 913
Investment in fixed tangible and intangible assets -8 415 -13 840 -37 912
Investments in shares in subsidiaries -13 169 - -
Sale of fixed assets 253 927 1 328
Net cash flow from investing activities -21 331 -12 913 -36 584
Proceeds from issuing new shares - - 296 729
Repayment of borrowings -14 410 -39 848 -312 498
Net change bank overdraft 4 894 -58 493 -34 439
Payment of lease liabilities -12 462 -7 077 -18 492
Net cash flow from financial activities -21 978 -105 418 -68 700
Cash flow for the period -20 347 -50 751 61 629
Cash and cash equivalent at beginning of period 152 688 91 059 91 059
Cash and cash equivalent at end of period 132 342 40 309 152 687

Statement of Change in Equity

Share Fair value
reserve of debt
Total Non
premium Other paid Treasury instruments Translation other controlling Total
(NOK 1 000) Share capital reserve in capital shares at FVOCI differences equity interests equity
Equity as at 01.01.2023 152 491 335 382 -80 13 560 123 546 -171 691 54 665 507 873
Share capital decrease by transfer to other paid-in capital -114 362 114 362 -
Issue of share capital 312 500 -15 771 296 729
Other change -8 -72 80 -
Profit/(loss) for the year -106 391 28 110 14 690 -63 592
Net other comprehensive income -1 388 -7 406 24 059 -4 347 3 915 14 832
Equity as at 31.12.2023 350 621 211 759 114 362 - 6 154 147 605 -147 929 73 270 755 842
Equity as at 01.01.2024 350 621 211 759 114 362 6 154 147 605 -147 929 73 270 755 842
Issue of share capital - -
Share capital decrease by transfer to other paid-in capital -315 559 315 559 -
Purchase of shares in subsidiaries -2 392 -10 743 -13 135
Profit/(loss) for the periode 42 299 15 574 57 874
Net other comprehensive income -13 606 19 819 -1 733 1 735 6 214
Equity as at 30.09.2024 35 062 211 759 429 921 -7 452 167 425 -109 755 79 836 806 795

Share Information

Ordinary shares Treasury Ordinary shares
Number of shares issued shares outstanding
01.01.2023 152 490 851 -8 010 152 482 841
Rights issue 2023 1 249 991 990 8 010 1 250 000 000
31.12.2023 1 402 482 841 - 1 402 482 841
Rights issue 03.06.24* 39 39
Share reverse split 03.06.24 -1 367 420 808 -1 367 420 808
30.09.2024 35 062 072 - 35 062 072

*Borgestad increased the share capital by NOK 9.75 through the issue of 39 new shares, each with a nominal value of NOK 0.25, in order to facilitate for a reverse share split in the ratio 40:1.

Notes to the Condensed Interim Financial Statements

Note 1 Accounting Principles and Comparable Numbers

All reported figures in the financial statements are based on International Financial Reporting Standards (IFRS). Borgestad's accounting principles are presented in Borgestad's Financial Statements - 2023.

The interim financial statements are presented in accordance with IAS 34 Interim Financial

Use of estimates

The management has used estimates and assumptions that have affected assets, liabilities, revenues, expenses, and disclosure of potential obligations. This applies in particular to depreciation of fixed assets, impairment of goodwill, valuations related to acquisitions, and pension obligations. Future events may cause the estimates to change. Estimates and their

Reporting. The condensed consolidated interim financial information should be read in conjunction with Borgestad's Financial Statements – 2023 that are a part of Borgestad's Annual Report – 2023.

The interim financial information has not been subject to audit or review.

underlying assumptions are assessed on an ongoing basis and are based on best judgment and historical experience. Changes in accounting estimates are recognized in the period in which the changes occur. If the changes also relate to future periods, the effect is distributed over the current and future periods.

Correction of reported figures in financial statements for the first three quarters of 2023

The Group has identified errors in the reported financial statements for the first three quarters of 2023. Corrections are presented for each quarter and for each affected accounting line.

The exchange rates used to adjust these deviations are the average rates for the respective periods.

Reported 2023 figures in 2024
(NOK 1 000) (Unaudited) 1st quarter 2nd quarter 3rd quarter 1st-3rd
quarter
Revenue and other income 218 594 316 745 372 443 907 782
Materials, supplies and subcontracting 114 113 180 636 187 742 482 491
Salary and personnel expenses 71 789 92 915 93 632 258 336
Other expenses 25 686 25 561 7 821 59 067
Total operating expenses 211 588 299 111 289 195 799 894
EBITDA 7 006 17 633 83 249 107 888
Depreciation 6 987 4 150 9 931 21 069
Impairment of non-current assets - - 90 126 90 126
Operating profit 1
9
13 483 -16 809 -3 307
Net financial items -8 379 -11 240 -12 559 -32 177
Profit before taxes -8 360 2 243 -29 368 -35 484
Income tax 1 709 -3 964 17 149 14 895
Profit/(loss) for the period -10 069 6 207 -46 517 -50 379
Changes
(NOK 1 000) (Unaudited) 1st quarter 2nd quarter 3rd quarter 1st-3rd
quarter
Revenue and other income 1 -4 338 -4 338
Materials, supplies and subcontracting 2 -31 855 -58 388 -60 506 -150 749
Salary and personnel expenses 2 31 855 58 388 60 506 150 749
Other expenses 1 -4 338 -4 338
Total operating expenses - - -4 338 -4 338
EBITDA - - - -
Depreciation - - - -
Impairment of non-current assets 4 - - 30 385 30 385
Operating profit - - -30 385 -30 385
Net financial items 3 -13 435 -84 1 808 -11 710
Profit before taxes -13 435 -84 -28 576 -42 095
Income tax 3 -2 553 -16 411 -2 157
Profit/(loss) for the period -10 882 -68 -28 987 -39 938
Reported figures in 2023
(NOK 1 000) (Unaudited) 1st quarter 2nd quarter 3rd quarter 1st-3rd
quarter
Revenue and other income 218 594 316 745 376 782 912 120
Materials, supplies and subcontracting 145 968 239 024 248 248 633 240
Salary and personnel expenses 39 934 34 527 33 126 107 587
Other expenses 25 686 25 561 12 159 63 405
Total operating expenses 211 588 299 111 293 533 804 232
EBITDA 7 006 17 633 83 249 107 888
Depreciation 6 987 4 150 9 931 21 069
Impairment of non-current assets - - 59 742 59 742
Operating profit 1
9
13 483 13 575 27 078
Net financial items 5 056 -11 156 -14 367 -20 467
Profit before taxes 5 076 2 328 -792 6 611
Income tax 4 262 -3 948 16 738 17 052
Profit/(loss) for the period 814 6 276 -17 530 -10 441

1 Settlement for Vienna Arbitration

Final settlement after the Arbitration Court case was received in December 2023. Compared to Q3'23 report, MNOK 4.4 has been reclassified from income to a reduction in costs. As a result of these changes, the total settlement amount of MNOK 46.4 is now classified as MNOK 30.9 in increased income and MNOK 15.5 in reduced costs.

2 Correction of classification error

As stated in earlier distributed reports, salary and personnel expenses related to projects in the refractory segment were mistakenly reported under materials, supplies, and subcontracting in the first, second, and third quarters of 2023. Compared to Q3'23 report, MNOK 150.7 has now been reclassified from materials, supplies, and subcontracting to salary and personnel expenses.

Additionally, liabilities previously classified as held for sale, totaling MNOK 52.7, have been reclassified to interest-bearing debt.

3 Correction of agio and cash and cash equivalents

As stated in earlier distributed reports, agio, cash, and cash equivalents were incorrectly reported in Q3'23 by MNOK 11.7, with an associated income tax adjustment of MNOK 2.2. In the report for the first nine months of 2024, these figures have been corrected for the 2023 reporting. Agio and cash have been adjusted by MNOK 11.7, and income tax by a positive MNOK 2.2. As a result, profit/(loss) for the period is

MNOK 9.6 lower as of the end of the first three quarters.

4 Correction of value for investment property in Q3'23

During the financial year 2023, management identified indicators of impairment for Agora Bytom, primarily due to the economic environment, marked by rising inflation and interest rates. These macroeconomic factors have reduced consumer purchasing power, adversely impacting tenant revenues in the shopping mall. Additionally, higher interest rates have negatively influenced the property valuation by increasing the cost of capital used in valuation models.

In response, management conducted an additional impairment test after Q4'23. This test resulted in an additional impairment of NOK 30.4 million beyond the MNOK 59.7 presented in the Q3'23, bringing the total impairment to MNOK 90.1. The updated impairment was based on factors that should have been included in Q3'23 impairment assessment. Consequently, Borgestad has increased the impairment for Q3'23 figures, as presented in 2024.

Note 2 Operating Segment Information

Group 2024 2023 2024 2023 2023
(NOK 1 000) 3rd quarter 3rd quarter First 9
months
First 9
months
Year
Revenue 359 830 372 443 919 316 907 782 1 141 417
EBITDA 63 332 83 248 116 683 107 888 127 478
Depreciation 11 110 9 932 27 588 21 069 31 750
Impairment of non-current assets - 90 126 - 90 126 90 126
Operating profit (EBIT) 52 222 -16 810 89 095 -3 307 5 601
Financial items -8 124 -12 559 -16 580 -32 177 -42 884
Profit before tax 44 098 -29 369 72 515 -35 484 -37 283
Segment Real Estate 2024 2023 2024 2023 2023
(NOK 1 000) 3rd quarter 3rd quarter First 9
months
First 9
months
Year
Revenue 19 408 16 154 57 044 51 226 69 169
EBITDA 10 333 8 021 30 514 28 161 37 088
Depreciation 2 144 6 096 6 409 10 295 8 458
Impairment of non-current assets - 90 126 - 90 126 90 126
Operating profit (EBIT) 8 189 -88 201 24 105 -72 260 -61 496
Financial items -8 200 -5 137 -14 082 -14 224 -20 054
Profit before tax -11 -93 338 10 023 -86 485 -81 550
Segment Refractory 2024 2023 2024 2023 2023
(NOK 1 000) 3rd quarter 3rd quarter First 9
months
First 9
months
Year
Revenue 340 410 360 653 862 236 860 842 1 072 165
EBITDA 53 876 78 091 97 054 86 846 101 986
Depreciation 8 368 3 440 20 436 10 082 22 365
Operating profit (EBIT) 45 509 74 651 76 618 76 764 79 621
Financial items -3 612 -7 357 -9 642 -14 104 -21 621
Profit before tax 41 897 67 294 66 976 62 660 58 000
Segment other and eliminitions 2024 2023 2024 2023 2023
(NOK 1 000) 3rd quarter 3rd quarter First 9
months
First 9
months
Year
EBITDA -878 -2 863 -10 886 -7 118 -11 596
Depreciation 598 396 742 692 927
Operating profit (EBIT) -1 476 -3 259 -11 628 -7 810 -12 523
Financial items 3 688 -65 7 145 -3 849 -1 209
Profit before tax 2 212 -3 325 -4 483 -11 660 -13 733

Note 3 Significant Events in 2024

Non-significant events have incurred in 2024.

Note 4 Interest-Bearing Debt

Agora Bytom Sp. z o.o. has a MEUR 29.4/ MNOK 341.8 loan in Bank Pekao in Poland as of September 30, 2024. The loan is booked at amortized cost and matures on maturity.

Agora Bytom has entered into an interest hedging of 70 percent of the outstanding loan amount valid until maturity. The secured interest is fixed at a rate of 3.17 percent above the interest margin of 2.80 percent until maturity.

Höganäs Borgestad has mortgage debt of MNOK 56.4 in Nordea as of September 30, 2024. Loan maturity is June 30, 2025, or later.

Part of the loan, MNOK 44.4, are reclassified as short-term interest-bearing debt in connection to assets held for sale on September 30, 2024.

In addition, the Group has MSEK 70 in credit facilities for ongoing financing of working capital. The credit facility was drawn with MNOK 29.0 on September 30, 2024.

Note 5 Assets and Liabilities Classified as Held for Sale

Non-current assets held for sale

Non-current assets and disposal groups are classified as held for sale if their carrying amounts will be recovered principally through sale rather than continuing use. Non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying amount and fair value less cost to sell and presented separately as assets held for sale and liabilities held for sale in the statement of financial position.

The criteria for held for sale classification is regarded as met only when the sale is highly probable, and the asset or disposal group is available for immediate sale in its present condition. Actions required to complete the sale should indicate that it is unlikely that significant changes to the plan will be made or that the plan to sell will be withdrawn. In addition, management must be committed to the plan, and it is expected that the sale will be completed within a year.

Property, plant and equipment and intangible assets are not depreciated or amortized once classified as held for sale.

Höganäs Bjuf Fastighets AB, an indirect subsidiary of Borgestad ASA, entered on October 27, 2023, into a conditional agreement with Bjuv municipality in Sweden for a sale and leaseback transaction for two properties in Sweden where the Group's production plant and other production facilities for refractory products are located.

Borgestad Group will sell the two properties, including the production facilities, to Bjuv municipality and then lease the production facilities back to continue its production of refractory products in line with previous practice. Prior to completion of the transaction, the two properties will be transferred to a new wholly owned subsidiary of Höganäs Bjuf Fastighet AB, and the transaction will be structured as a sale by Höganäs Bjuf Fastighet AB of the shares in such subsidiary.

The transaction was approved by the Municipal Council of Bjuv on December 11, 2023, but the Group has been informed that a complaint regarding the approval from Bjuv municipality has been received prior to the expiration of the appeal period. The complaint relates to the purchase price in the transaction and that this, in the claimant's opinion, significantly exceeds the market value of the two properties. The complaint will be handled by the Administrative Court in Malmö (the Administrative Court").

The approval of the transaction by Bjuv municipality will only become binding once the complaint has been finally resolved in the claimant's disfavor, and the completion of the transaction is conditional upon such binding approval.

The Administrative Court in Malmö has recently updated the expected processing time for this type of complaint related to this transaction. The estimated processing time has increased significantly since the complaint was submitted and is now expected to be between 12 and 14

months. Given this new information, the Group estimates that the transaction will not be completed until 2025.

In light of this updated processing time, Bjuv Municipality and Höganäs Bjuf Fastighet have entered into an amendment of the agreement regarding the long stop date. The original long stop date was set for December 31, 2024, but has been extended until 31.12.2025.

In connection with the sale the Group has outstanding interest-bearing debt to Nordea that will be repaid upon completion of the transaction. The total loan amount that needs to be repaid at completion is MNOK 44.4 per September 30, 2024. The loan amount is classified as interest bearing debt, current liabilities.

Asset 2024 2023 2023
(NOK 1 000) 30.9. 30.9. Year
Höganäs Bjuf Fastighet 13 875 12 682 13 165
Office Gunnar Knudsens veg, Skien 2 907 - -
Total assets classified as held for sale 16 782 12 682 13 165

Note 6 Investment property

2024 2023 2023
(NOK 1 000) 30.9. 30.9. 31.12.
Opening balance as at 1st of January 701 408 745 008 745 008
Additions 1 825 5 131 5 647
Depreciation 6 409 10 295 8 458
Write downs - 90 126 90 126
Translation differences 32 596 52 501 49 336
As at period end 729 419 702 219 701 408

During Q3'24, management has not identified any indicators of impairment for Agora Bytom.

Alternative Performance Measures (APMs)

Alternative performance measures, i.e., financial targets that are not defined or stated in the relevant regulations for reporting historical financial information, are used by Borgestad in order to be able to provide supplementary information by excluding items which, in Borgestad's assessment, do not give a good indication of periodic operating profit or cash flow. Financial alternative performance measures are intended to provide better comparability of results and cash flows from period to period, and it is Borgestad's experience that these are often used by

analysts, investors, and other actors. Borgestad uses the same performance targets internally in the work to further improve results and profitability in the business by setting long-term financial targets. Borgestad's alternative performance measures are defined based on adjusted IFRS concepts and are defined, calculated, and used in a consistent and transparent manner over time where it is relevant in all business areas and in the Group as a whole. Financial alternative performance measures must not be considered a substitute for reported results in accordance with IFRS.

Borgestad's financial alternative performance measures:

EBITDA: EBIT + depreciation, amortization and write-downs.

Interest-bearing debt (IBD): Long-term and short-term loans, including financial leasing obligations.

Net interest-bearing debt (NIBD): IBD minus Cash.

Working capital: Inventories, trade receivables minus trade payables.

Available liquidity at end of period 2024 2023 2023
30.9. 30.9. 31.12.
Drawn on the overdraft facility -28 992 -44 -24 098
Overdraft facility 70 MSEK 72 877 68 306 70 910
Restricted deposits -14 588 -11 539 -13 415
Cash 132 342 40 309 152 688
Available liquidity at end of period 161 639 97 032 186 085
IBD (Interest-bearing debt) 2024 2023 2023
30.9. 30.9. 31.12.
Other non-current liabilities 10 510 75 707 -
Mortgage debt 398 128 519 559 395 785
Bond loan - 97 365 -
Lease liability 46 969 37 342 40 093
Bank overdraft 28 992 44 24 098
Total interest-bearing debt 484 599 730 017 459 976
NIBD (Net Interest-bearing debt) 2024 2023 2023
30.9. 30.9. 31.12.
IBD (Interest-bearing debt) 484 599 730 017 459 976
Cash 132 342 40 309 152 688
Total 352 258 689 708 307 289
NIBD/EBITDA LTM 2024 2023 2023
30.09 30.09
LTM LTM
NIBD (Net Interest-bearing debt) 352 258 689 708 307 289
EBITDA LTM 136 273 118 033 127 478
NIBD/EBITDA 2,6 5,8 2,4
Equity ratio 2024 2023 2023
30.9. 30.9. 31.12.
Total equity 806 795 480 160 755 842
Total capital 1 525 650 1 431 425 1 406 378
Equity ratio in % 52,9 % 33,5 % 53,7 %
Working capital 2024 2023 2023
30.9. 30.9. 31.12.
Inventories and trade receivables 406 643 369 674 303 301
Trade payables 71 809 76 312 64 017
Working capital 334 835 293 363 239 284
4
) Adjusted Group
2023 2023
(MNOK) Adjusted
3rd quarter
Adjusted first
9 months
Revenue 372 908
Total operating cost 336 846
EBITDA 37 61
Depreciation 10 21
Impairment of non-current assets 90 90
Earnings before financial items and tax (EBIT) -63 -50
Financial items -13 -32
Profit before taxes -76 -82
Changes Group 2023 2023
(MNOK) 3rd quarter First 9
months
Revenue -4 -4
Total operating cost 42 42
EBITDA -46 -46
Depreciation - -
Impairment of non-current assets 30 30
Earnings before financial items and tax (EBIT) -77 -77
Financial items 2 -12
Profit before taxes -75 -88
Reported figures in 2023 2023 2023
(MNOK) 3rd quarter First 9
months
Revenue 377 912
Total operating cost 294 804
EBITDA 83 108
Depreciation 10 21
Impairment of non-current assets 60 60
Earnings before financial items and tax (EBIT) 14 27
Financial items -14 -20
Profit before taxes -1 7

Excluding the positive effect from Vienna Arbitration and the correction in the figures described in note 1.

2) Adjusted Refractory 2023 2023
(MNOK) Adjusted Adjusted first
3rd quarter 9 months
Revenue 361 861
EBITDA 32 40
Earnings before financial items and tax (EBIT)28 30
EBIT in percent 8 % 4 %
Changes Refractory 2023 2023
(MNOK) 3rd quarter First 9
months
Revenue - -
EBITDA -46 -46
Earnings before financial items and tax (EBIT)-46 -46
EBIT in percent -13 % -5 %
Reported figures in 2023 2023 2023
(MNOK) 3rd quarter First 9
months
Revenue 361 861
EBITDA 78 87
Earnings before financial items and tax (EBIT)75 77
EBIT in percent 21 % 9 %

Excluding the positive effect from Vienna Arbitration.

2024 2023 2023
30.9. 30.9. 31.12.
79 475 80 247 79 621
- -46 400 -46 400
79 475 33 847 33 221
2024 2023 2023
30.9. 30.9. 31.12.
1 073 559 1 057 948 1 072 165
79 475 33 847 33 221
7,4 % 3,2 % 3,1 %

2023 adjusted with the positive effect from Vienna Arbitration.

Gunnar Knudsens veg 144 3712 Skien Norway

+47 35 54 24 00 [email protected] borgestad.no