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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