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Borgestad ASA — Interim / Quarterly Report 2024
Aug 23, 2024
3561_rns_2024-08-23_965b9cd5-590d-4d32-8d52-c357bc7e3102.pdf
Interim / Quarterly Report
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Second Quarter 2024 Report
August 22, 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) 21 |

Highlights and Key Figures
Highlights
1
2
3
4
Borgestad Groups profit before tax at MNOK 32.7 for second quarter 2024 compared to MNOK 2.2 in second quarter 2023.
EBIT margin at 6.0 percent for Höganäs Borgestad Group YTD'241 compared to 0.4 percent YTD'23.
Borgestad ASA has entered into a binding agreement for sale of Gunnar Knudsens veg 144 in second quarter. Completion of the sale is estimated to be finalized in October 2024.
Borgestad increased its shareholdings with 5.5 percent in Höganäs Borgestad Group in the quarter, currently owning 69.7 percent.
Key Figures
| Q1-Q2 | |||
|---|---|---|---|
| MNOK | 2024 | 2023 | 2023 |
| Operating income | 559 | 535 | 1 141 |
| EBITDA | 53 | 25 | 127 |
| Depreciation & Impairment of non-current assets | 16 | 11 | 126 |
| Operating profit (EBIT) | 37 | 14 | 1 |
| Profit before tax | 28 | -6 | -37 |
| MNOK | 30.06.2024 | 30.06.2023 | 31.12.2023 |
| Cash | 130 | 51 | 153 |
| Available liquidity at end of period | 143 | 60 | 186 |
| IBD | 486 | 788 | 460 |
| NIBD | 355 | 738 | 307 |
| NIBD/EBITDA LTM | 2,3 | 9,9 | 2,4 |
1 YTD = year to date
About Borgestad ASA
Borgestad ASA is an investment company based in Skien, Norway. Our portfolio primarily covers two main business areas: real estate and refractory.
The Group's focus areas are real estate and refractory industry. Within these segments, it is the shopping mall Agora Bytom and the refractory production and installation company Höganäs Borgestad, that have the biggest impact on the Group's performance. Real estate is the largest segment measured by the balance sheet, while refractory industry is the largest by revenue.

Agora Bytom
Agora Bytom shopping center in Poland is the largest investment of the Group, accounting for over half of the balance sheet. The shopping center has a gross area of 52,000 sqm and more than 30,000 sqm of rental area. Agora Bytom also owns a parking garage with 820 parking spaces that is conveniently connected to the center. Agora Bytom is centrally located in the Silesian region of Poland and holds a strong market position in its primary catchment area. Agora offers spaces to a wide range of tenants, including large international chains and important Polish brands, 8 cinema halls, a fitness center, and a rich selection of cafes.

Höganäs Borgestad
Höganäs Borgestad is a manufacturer and supplier of refractory quality products, installations, systems, and solutions that are essential for industrial high-temperature processes exceeding 1,200°C in various industries such as steel, cement, and aluminum. Refractory materials are stones or masses produced in many different variants depending on their intended use. Refractory materials are primarily used to protect production industries and contribute to energy savings.
CEO Letter
Second quarter is the start of the high season for Höganäs Borgestad Group. When comparing first quarter turnover for Höganäs Borgestad with second and third quarter the rise in activity and turnover is normally 50 percent or above for each quarter. Also this year the increase is reflected in the activity for Höganäs Borgestad, however the differens so far in 2024 is that the EBIT margins are improving as well.
Höganäs Borgestad has increased EBIT margin for each month and each quarter when comparing year on year. The increase in EBIT margin is due to increased focus on profitability and project execution that has proven positive for the EBIT margin. The margin improvement year to date and specifically in the second quarter, is not a coincidence, but hard work over time.
Höganäs Borgestad has year to date an EBIT margin of 6.0 percent compared to 0.4 percent in the same period 2023. Borgestad has guided that in the medium term, Höganäs Borgestad should have an stabilized EBIT margin of 7 percent or above. Höganäs Borgestad has started the journey to increase EBIT, but it's still a lot of development and improvements to be implemented going forward.
Borgestad expect further increase in relation to EBIT margin in the coming periods and review the situation for Höganäs Borgestad as good for further development in 2024.
Borgestad will continue to implement the communicated strategy within both Höganäs Borgestad and Agora Bytom going forward. Both assets have a good position in their local markets, as local market leaders. The work that has started and always will be the goal, is increasing the trend related to profitability and results.
To summarize, Borgestad has a good underlying start of the year, and we expect to continue the positive developement in 2024.
Pål Feen Larsen CEO
Operational and Financial Review
Group Results
| 2024 | 2023 | 2024 | 2023 |
|---|---|---|---|
| 2nd | 2nd | 1st-2nd | 1st-2nd |
| quarter | quarter | quarter | quarter |
| 337 | 317 | 559 | 535 |
| 292 | 299 | 506 | 511 |
| 45 | 18 | 53 | 25 |
| 9 | 4 | 16 | 11 |
| 37 | 13 | 37 | 14 |
| -4 | -11 | -8 | -20 |
| 33 | 2 | 28 | -6 |
Borgestad Group has shown positive
developments in revenue and EBITDA in second quarter of 2024, for both refractory and property segment. The Group are increasing the EBITDA from MNOK 17.6 in second quarter 2023 to MNOK 45.2 in second quarter 2024, mainly due to increased margins within the refractory business.
Net financials for the Group for second quarter 2024 improved compared to second quarter 2023. The improvement of MNOK 4,5 in second quarter is based on lower interests payments, due to materially reduced debt level compared to second quarter 2023.
The order intake and order backlog for the refractory segment at the end of the second quarter of 2024 is at normalized levels.
Balance Sheet
Numbers in parenthesis are as of December 31, 2023.
As of June 30, 2024, the Group had total assets of MNOK 1,480.2 (1,406.4). Equity amounted to MNOK 762.5 (755.8), representing an equity ratio of 51.5 percent as of June 30, 2024.
The Group's current assets amounted to MNOK 533.8 (463.8). Non-current liabilities were MNOK 381.6 (377.6), while current liabilities amounted to MNOK 336.1 (273.0).
The Groups working capital amounted to MNOK 312.5, compared to MNOK 320.3 per June 30, 2023.
As of June 30, 2024, the Group's total interestbearing debt is MNOK 485.7 (460.0), and net interest-bearing debt is MNOK 355.4 (307.3).
The Group has per June 30, 2024, a sustainable balance sheet, a good cash position, and are fully financed.
Cash Flow, Investments, and Liquidity
Numbers in parenthesis are as of June 30, 2023.
The Group's cash flow from operating activities was negative with MNOK 22.9 (negative MNOK 3.7) in first half of 2024. The cash flow from operating activities is negative in first half mainly due to increased working capital as a consequence of the increased activity within refractory segment.
Cash flow from investing activities was negative at MNOK 13.7 (negative MNOK 8.9), and cash flow from financial activities was negative at MNOK 14.4 (negative MNOK 27.9). As a result, the cash flow for first half 2024 was negative at MNOK 22.4 (negative MNOK 40.5).
Available liquidity as of June 30, 2024, was MNOK 142.8 (MNOK 59.5).
Real Estate
| 2024 | 2023 | 2024 | 2023 | |
|---|---|---|---|---|
| (MNOK) | 2nd quarter |
2nd quarter |
1st-2nd quarter |
1st-2nd quarter |
| Revenue | 19 | 18 | 38 | 35 |
| EBITDA | 11 | 10 | 20 | 20 |
| Earnings before financial items and tax (EBIT) | 9 | 8 | 16 | 16 |
The last months the inflation in Poland has been stable between 2.0 and 3.0 percentage. For June 2024, inflation ended at 2.6 percent. Consumer confidence is witnessing a notable uptrend, reaching its highest point in the past three years. This positive trend aligns with the overall strengthening of economic fundamentals in Poland, as evidenced by turnover figures, both in Agora Bytom and across the country.
Tenants of Agora Bytom have increased revenues by 7.1 % year to date 2024 compared with same period 2023.
The turnover among the tenants in Agora Bytom increased with 4.0 percent in second quarter of 2024 compared to same period 2023. Year to date 2024 the turnover among tenants in Agora Bytom increased by 7.1 percentage compared to same period in 2023.
The number of visitors has a decrease in second quarter of 2024 and 4.2 percentage compared to same period in 2023. Agora Bytom has had approximately 4.8 million visitors in the center last twelve months.
In second quarter, the property segment achieved rental income and EBITDA of MNOK 18.8 and MNOK 10.7, respectively, compared to MNOK 17.7 and MNOK 9.8 in 2023.
Agora Bytom maintains a robust presence in the local market, consistently with high occupancy rate. The center is dedicated to ongoing
improvements and actively engages in the rental market. Currently, Agora Bytom is in negotiations with several potential new tenants, demonstrating its commitment to expansion and development.
Second Quarter 2024 Report
The number of visitors to Agora Bytom is 4.8 million visitors last twelve months.
The WAULT2 by area and income are as of June 30, 2024, 3.41 years and 3.22 years respectively.
Borgestad expects revenue and EBITDA to remain stable in the coming periods. Agora Bytom fulfilled the obligation to enter into an interest hedging before end of June 2024, the hedging of 70 percent of the outstanding loan at any time was completed at a rate of 3.17 percent above the interest margin of 2.80 percent until maturity. Due to the new hedging the cost of financing will increase going forward for Agora Bytom compared to first half of 2024.
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 situation, there is no urgency to rush into a transaction. Instead, the Group will take the necessary time to identify the best strategy for both the Group and its shareholders.
2 Weighted average unexpired lease term.
Refractory
| 2024 | 2023 | 2024 | 2023 | 2023 | |
|---|---|---|---|---|---|
| (MNOK) | 2nd quarter |
2nd quarter |
First half | First half | 31.12 |
| Revenue | 318 | 299 | 522 | 500 | 1 072 |
| EBITDA | 40 | 9 | 43 | 9 | 102 |
| Earnings before financial items and tax (EBIT) | 33 | 7 | 31 | 2 | 80 |
| EBIT in percent | 10 % | 2 % | 6 % | 0 % | 7 % |
In second quarter of 2024 the refractory segment achieved a revenue of MNOK 318.0 which is an increase of 6.3 percent compared to same period in 2023.
Adjusted EBIT margin increased with 2.9 percent last twelve months.
In second quarter of 2024 an EBIT of MNOK 33.3 was achieved compared to an EBIT of MNOK 6.9 in 2023. For first half of 2024 an EBIT of MNOK 31.1 was achieved, an EBIT margin of 6.0 percent.
The refractory segment has the last twelve months increased revenue with 11.3 percent, and in the same period increased adjusted last twelve months EBIT3 margin with 2.9 percent to 5.7 percent. The increase in EBIT in second quarter and last twelve months is due to the better operational performance within installation projects in Sweden and Finland, including announced exit from green field projects within cremation.
Second Quarter 2024 Report
The focus, ambition and expected development is that the EBIT margin for the refractory segment will continue to grow steadily going forward. The mid-term ambition for the segment is an EBIT level of 7 percent or above.
The refractory segment has a normal order intake and order backlog for the upcoming period, the order backlog per June 30, 2024, are at MNOK 256.0.
Over the past twelve months, there has been a significant decrease in net interest-bearing debt within the segment. As of June 30, 2024, the ratio of net interest-bearing debt to adjusted last twelve months EBITDA stands at 1.5, a substantial improvement from the ratio of 5.3 reported on June 30, 2023. The financial position for the refractory segment is reviewed as good at the end of the second quarter 2024.
3 Adjusted last twelve months EBIT are EBIT excluding the positive EBIT from Vienna Arbitration, review APM for more information.
Other Activities Included in the Group
| 2024 | 2023 | 2024 | 2023 | |
|---|---|---|---|---|
| (MNOK) | 2nd quarter |
2nd quarter |
1st-2nd quarter |
1st-2nd quarter |
| EBITDA | -5 | -1 | -10 | -4 |
| Earnings before financial items and tax (EBIT) | -5 | -1 | -10 | -5 |
Other activities primarily include the group company Borgestad ASA.
In second quarter of 2024 Borgestad ASA has higher costs than normal for the company. The costs are expected to stablize at reduced levels going forward.
In second quarter of 2024, Borgestad ASA has entered into a purchase agreement for the sale of the head office located at Gunnar Knudsens veg 144 in Skien, Norway.
The agreed head of terms for the sale of the office building is MNOK 10, were 50 percent is agreed as vendor credit. The vendor credit has a duration of maximum three years. The agreed date for completion of the transaction is October 1 st, 2024.
The accounting gain associated with the sale will be recorded upon completion of the transaction but is estimated to be approximately MNOK 7.0.
Subsequent events
No significant events have occurred between 30.06.24 and the date of this report.
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 | ||
|---|---|---|---|---|---|---|
| 2nd | 2nd | |||||
| (NOK 1 000) (Unaudited) | Note | quarter | quarter | First half | First half | |
| Revenue and other income | 2 336 727 | 316 745 | 559 487 | 535 339 | 1 141 417 | |
| Materials, supplies and subcontracting | 1 | 152 089 | 180 637 | 254 314 | 294 749 | 582 570 |
| Salary and personnel expenses | 1 | 109 960 | 92 915 | 196 294 | 164 704 | 347 108 |
| Other expenses | 29 483 | 25 560 | 55 527 | 51 246 | 84 262 | |
| Total operating expenses | 291 532 | 299 111 | 506 135 | 510 699 | 1 013 939 | |
| EBITDA | 45 195 | 17 633 | 53 351 | 24 640 | 127 478 | |
| Depreciation | 6 | 8 575 | 4 150 | 16 478 | 11 137 | 31 750 |
| Impairment of non-current assets | 6 | - | - | - | - | 94 298 |
| Operating profit (EBIT) | 2 36 620 | 13 483 | 36 873 | 13 503 | 1 430 | |
| Financial items | - | |||||
| Foreign currency gain/(loss) | 243 | 1 025 | 403 | 1 465 | 10 534 | |
| Interest expenses | 5 439 | 12 144 | 10 645 | 20 979 | 51 910 | |
| Other financial income/(expenses) | 1 235 | -121 | 1 786 | -104 | 2 664 | |
| Net financial items | -3 962 | -11 240 | -8 456 | -19 618 | -38 712 | |
| Profit before taxes | 2 32 658 | 2 244 | 28 417 | -6 116 | -37 283 | |
| Income tax | 2 309 | -3 964 | 3 030 | -2 255 | 26 309 | |
| Profit/(loss) for the period | 30 350 | 6 208 | 25 388 | -3 861 | -63 592 | |
| Allocated as follows: | ||||||
| Non-controlling interest's share of the profit | 8 548 | 91 | 6 352 | -3 186 | 14 690 | |
| Controlling interest's share of the profit | 21 802 | 6 117 | 19 036 | -675 | -78 281 | |
| Basic and diluted earnings per share | 0,54 | 0,04 | 0,54 | 0,00 | -0,23 |
Condensed consolidated interim statement of comprehensive Income
| 2024 | 2023 | 2024 | 2023 | 2023 | |
|---|---|---|---|---|---|
| 2nd quarter |
2nd quarter |
First half | First half | ||
| Profit/(loss) for the periode | 30 350 | 6 208 | 25 388 | -3 861 | -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 | -14 186 | 13 194 | 3 107 | 49 341 | 24 058 |
| Change in fair value of cash flow hedging net of tax | -6 014 | -754 | -8 569 | -1 960 | -7 406 |
| change in other equity transactions | -126 | 18 | -126 | -2 | -1 |
| Net other comprehensive income | -20 326 | 12 458 | -5 588 | 47 379 | 14 832 |
| Total comprehensive income for the periode | 10 023 | 18 666 | 19 799 | 43 518 | -48 760 |
| Non-controlling interest's share of total comprehensive income | 7 783 | -995 | 5 753 | -520 | 18 605 |
| Controlling interest's share of total comprehensive income | 2 240 | 19 661 | 14 046 | 44 038 | -67 365 |
Condensed consolidated interim statement of financial position
| 2024 | 2023 | 2023 | ||
|---|---|---|---|---|
| (NOK 1 000) (Unaudited) | Note | 30.6. | 30.6. | 31.12. |
| Assets | ||||
| Investment property | 6 | 707 417 | 826 121 | 701 407 |
| Land, buildings | 19 315 | 39 594 | 17 890 | |
| Fixtures, machinery and vehicles | 35 341 | 29 008 | 37 066 | |
| Right-of-use assets | 36 007 | 30 626 | 28 499 | |
| Licences, trade marks and similar rights | 26 828 | 29 390 | 33 902 | |
| Goodwill | 88 910 | 89 576 | 90 108 | |
| Other financial assets | 859 | 40 540 | 6 855 | |
| Deferred tax asset | 15 787 | 26 031 | 13 734 | |
| Total non-current assets | 930 464 | 1 110 884 | 929 461 | |
| Inventories | 144 224 | 155 779 | 118 733 | |
| Trade receivables | 249 501 | 284 951 | 184 567 | |
| Other receivables | 9 780 | 9 971 | 7 763 | |
| Cash and cash equivalents | 130 263 | 50 544 | 152 688 | |
| Total current assets | 533 768 | 501 244 | 463 752 | |
| Non-current assets classified as held for sale | 5 | 15 947 | - | 13 165 |
| Total assets | 1 480 178 | 1 612 128 | 1 406 378 |
Consolidated Balance Sheet, continued
| 2024 | 2023 | 2023 | ||
|---|---|---|---|---|
| (NOK 1 000) (Unaudited) | Note | 30.6. | 30.6. | 31.12. |
| Equity and liabilities | ||||
| Share capital | 35 062 | 152 491 | 350 621 | |
| Treasury shares | - | -80 | - | |
| Share premium and other paid-in capital | 641 679 | 335 382 | 326 121 | |
| Total paid-in capital | 676 741 | 487 793 | 676 741 | |
| Other reserves | 148 297 | 170 969 | 153 759 | |
| Other equity | -130 812 | -161 516 | -147 929 | |
| Retained earnings | 17 486 | 9 453 | 5 830 | |
| Non-controlling interest | 68 280 | 54 146 | 73 270 | |
| Total equity | 762 507 | 551 392 | 755 842 | |
| Interest-bearing debt | 4 | 333 519 | 56 844 | 335 742 |
| Other non-current liabilities | 4 531 | 59 816 | - | |
| Lease liability | 30 439 | 26 349 | 27 453 | |
| Pension liabilities | 6 584 | 5 503 | 6 369 | |
| Deferred tax | 6 514 | 1 630 | 7 988 | |
| Total non-current liabilities | 381 587 | 150 142 | 377 552 | |
| Bond-loan | - | 97 095 | - | |
| Interest-bearing debt | 4 | 55 475 | 489 500 | 60 043 |
| Lease liability | 12 811 | 8 610 | 12 641 | |
| Bank overdraft | 48 926 | 50 013 | 24 098 | |
| Trade payables | 81 237 | 120 462 | 64 017 | |
| Tax payables | 13 775 | 2 149 | 12 147 | |
| Public duties payable | 43 823 | 44 042 | 27 560 | |
| Other short-term liabilities | 80 037 | 98 724 | 72 479 | |
| Total current liabilities | 336 085 | 910 594 | 272 984 | |
| Total equity and liabilities | 1 480 178 | 1 612 128 | 1 406 378 |
Borgestad, August 22 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 half | First half | |
| Cash flow from operating activities before balance changes | 38 822 | 3 340 | 88 390 |
| +/- Balance changes | -61 687 | -7 044 | 78 523 |
| Net cash flow from operating activities | -22 865 | -3 704 | 166 913 |
| Investment in fixed tangible and intangible assets | -506 | -9 826 | -37 912 |
| Investments in shares in subsidiaries | -13 169 | - | - |
| Sale of fixed assets | - | 927 | 1 328 |
| Net cash flow from investing activities | -13 675 | -8 899 | -36 584 |
| Proceeds from issuing new shares | - | - | 296 729 |
| Repayment of borrowings | -10 713 | -19 389 | -312 498 |
| Net change bank overdraft | 24 828 | -8 524 | -34 439 |
| Payment of lease liabilities | -18 492 | ||
| Net cash flow from financial activities | 14 115 | -27 913 | -68 700 |
| Cash flow for the period | -22 425 | -40 515 | 61 629 |
| Cash and cash equivalent at beginning of period | 152 688 | 91 059 | 91 059 |
| Cash and cash equivalent at end of period | 130 263 | 50 544 | 152 687 |
Statement of Change in Equity
| Fair value | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Share premium |
Other paid | Treasury | reserve of debt instruments |
Translation | Total other |
Non 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 | 19 036 | 6 352 | 25 388 | ||||||
| Net other comprehensive income | -8 569 | 3 107 | 473 | -599 | -5 588 | ||||
| Equity as at 30.06.2024 | 35 062 | 211 759 | 429 921 | -2 415 | 150 712 | -130 812 | 68 280 | 762 507 |
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 | |
| 30.06.2024 | 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 agio and cash and cash equivalents in first half of 2023
Agio, income tax cash and cash equivalents were wrongly reported in second quarter of 2023 with MNOK 13.5. In the report for first half of 2024 the mistake is corrected for the 2023 figures. Agio, income tax and cash and cash equivalents are corrected with MNOK 13.5,
MNOK 2.6 and MNOK 13.5 respectively. As a result of the changes profit/(loss) for the period is MNOK 11 lower at end of first half 2023 than reported in 2023 first half. The total equity is decreased with MNOK 11 per 30.06.2023 compared to reported figures in 2023.
Correction of classification error in first, second and third quarter of 2023
Salary and personnel expenses related to projects in the refractory segment have by mistake been presented as materials, supplies and subcontracting in the first, second and third quarter reporting of 2023. In the attached tables, the classification mistakes are shown and reclassified from materials, supplies and
subcontracting to salary and personnel expenses. The change is presented for each quarter that has been wrongly classified. The exchange rates used to convert the deviation are the average exchange rates for the respective periods.
| Reported 2023 figures in 2024 | ||||
|---|---|---|---|---|
| 1st | 2nd | 3rd | 1st-3rd | |
| (NOK 1 000) (Unaudited) | quarter | quarter | quarter | quarter |
| Revenue and other income | 218 594 | 316 745 | 381 120 | 916 458 |
| 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 | 16 497 | 67 744 |
| Total operating expenses | 211 588 | 299 111 | 297 871 | 808 570 |
| EBITDA | 7 006 | 17 633 | 83 249 | 107 888 |
| Changes | ||||
|---|---|---|---|---|
| 1st | 2nd | 3rd | 1st-3rd | |
| (NOK 1 000) (Unaudited) | quarter | quarter | quarter | quarter |
| Revenue and other income | -4 338 | -4 338 | ||
| Materials, supplies and subcontracting | 31 855 | 58 388 | 60 506 | 150 749 |
| Salary and personnel expenses | -31 855 | -58 388 | -60 506 | -150 749 |
| Other expenses | 4 338 | 4 338 | ||
| Total operating expenses | - | - | 4 338 | 4 338 |
| EBITDA | - | - | - | - |
| Reported figures in 2023 | ||||
|---|---|---|---|---|
| 1st | 2nd | 3rd | 1st-3rd | |
| (NOK 1 000) (Unaudited) | quarter | quarter | quarter | 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 |
Note 2 Operating Segment Information
| Group | 2024 | 2023 | 2024 | 2023 | 2023 |
|---|---|---|---|---|---|
| (NOK 1 000) | 2nd quarter | 2nd quarter | First half | First half | |
| Revenue | 336 727 | 316 745 | 559 487 | 535 339 | 1 141 417 |
| EBITDA | 45 195 | 17 633 | 53 351 | 24 640 | 127 478 |
| Depreciation | 8 575 | 4 150 | 16 478 | 11 137 | 31 750 |
| Impairment of non-current assets | - | - | - | - | 94 298 |
| Operating profit (EBIT) | 36 620 | 13 483 | 36 873 | 13 503 | 1 430 |
| Financial items | -3 962 | -11 240 | -8 456 | -19 618 | -38 712 |
| Profit before tax | 32 658 | 2 244 | 28 417 | -6 116 | -37 283 |
| Segment Real Estate | 2024 | 2023 | 2024 | 2023 | 2023 |
|---|---|---|---|---|---|
| (NOK 1 000) | 2nd quarter | 2nd quarter | First half | First half | |
| Revenue | 18 762 | 17 715 | 37 637 | 35 072 | 69 169 |
| EBITDA | 10 695 | 9 831 | 20 181 | 20 140 | 37 088 |
| Depreciation | 2 145 | 2 157 | 4 265 | 4 199 | 8 458 |
| Impairment of non-current assets | - | - | - | - | 94 298 |
| Operating profit (EBIT) | 8 550 | 7 674 | 15 916 | 15 940 | -65 668 |
| Financial items | -3 004 | -4 926 | -5 882 | -9 087 | -15 882 |
| Profit before tax | 5 546 | 2 749 | 10 034 | 6 853 | -81 549 |
| Segment Refractory | 2024 | 2023 | 2024 | 2023 | 2023 |
|---|---|---|---|---|---|
| (NOK 1 000) | 2nd quarter | 2nd quarter | First half | First half | |
| Revenue | 317 953 | 298 988 | 521 826 | 500 189 | 1 072 165 |
| EBITDA | 39 845 | 9 115 | 43 178 | 8 755 | 101 986 |
| Depreciation | 6 525 | 2 166 | 12 068 | 6 642 | 22 365 |
| Operating profit (EBIT) | 33 320 | 6 949 | 31 110 | 2 113 | 79 621 |
| Financial items | -2 776 | -4 098 | -6 030 | -6 747 | -21 621 |
| Profit before tax | 30 544 | 2 851 | 25 079 | -4 634 | 58 000 |
| Segment other and eliminitions | 2024 | 2023 | 2024 | 2023 | 2023 |
|---|---|---|---|---|---|
| (NOK 1 000) | 2nd quarter | 2nd quarter | First half | First half | |
| EBITDA | -5 345 | -1 313 | -10 008 | -4 255 | -11 596 |
| Depreciation | -95 | -173 | 145 | 296 | 927 |
| Operating profit (EBIT) | -5 250 | -1 140 | -10 153 | -4 551 | -12 523 |
| Financial items | 1 819 | -2 216 | 3 457 | -3 784 | -1 209 |
| Profit before tax | -3 431 | -3 356 | -6 696 | -8 335 | -13 734 |
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 331.1 loan in Bank Pekao in Poland as of June 30, 2024, after a decrease in the outstanding loan of MEUR 0,5 in the first half of 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 from July 1, 2024, until maturity. The secured interest is fixed at a rate of 3.17 percent above the interest margin of 2.80 percent until maturity. Until June 30, 2024, 100 percent of the loan commitment was fixed at a
rate of 0.3 percent above the interest margin of 2.80 percent.
Höganäs Borgestad has mortgage debt of MNOK 57.9 in Nordea as of June 30, 2024. Loan maturity is June 30, 2025, or later.
Part of the loan, MNOK 47.4, are reclassified as short-term interest-bearing debt in connection to assets held for sale on June 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 48.9 on June 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 Group estimate that the transaction is completed during 2024.
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 47.4 per June 30, 2024. The loan amount is classified as interest bearing debt, current liabilities.
| Asset | 2024 | 2023 | 2023 |
|---|---|---|---|
| (NOK 1 000) | 30.6. | 30.6. | |
| Höganäs Bjuf Fastighet | 13 039 | - | 13 165 |
| Office Gunnar Knudsens veg, Skien | 2 907 | - | - |
| Total assets classified as held for sale | 15 947 | - | 13 165 |
Note 6 Investment property
| 2024 | 2023 | 2023 | |
|---|---|---|---|
| (NOK 1 000) | 30.6. | 30.6. | 31.12. |
| Opening balance as at 1st of January | 701 407 | 745 008 | 745 008 |
| Additions | 506 | 1 117 | 5 647 |
| Depreciation | 4 265 | 4 199 | 8 458 |
| Write downs | - | - | 94 298 |
| Translation differences | 9 769 | 84 195 | 53 508 |
| As at period end | 707 416 | 826 121 | 701 407 |
During the second quarter of 2024, 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 |
|---|---|---|---|
| 30.6. | 30.6. | 31.12. | |
| Drawn on the overdraft facility | -48 926 | -50 013 | -24 098 |
| Overdraft facility 70 MSEK | 73 710 | 70 707 | 70 910 |
| Restricted deposits | -12 288 | -11 694 | -13 415 |
| Cash | 130 263 | 50 544 | 152 688 |
| Available liquidity at end of period | 142 759 | 59 544 | 186 085 |
| IBD (Interest-bearing debt) | 2024 | 2023 | 2023 |
| 30.6. | 30.6. | 31.12. | |
| Other non-current liabilities | 4 531 | 59 816 | - |
| Mortgage debt | 388 994 | 546 344 | 395 785 |
| Bond loan | - | 97 095 | - |
| Lease liability | 43 250 | 34 959 | 40 093 |
| Bank overdraft | 48 926 | 50 013 | 24 098 |
| NIBD (Net Interest-bearing debt) | 2024 | 2023 | 2023 |
|---|---|---|---|
| 30.6. | 30.6. | 31.12. | |
| IBD (Interest-bearing debt) | 485 702 | 788 227 | 459 976 |
| Cash | 130 263 | 50 544 | 152 688 |
| Total | 355 438 | 737 683 | 307 289 |
| NIBD/EBITDA LTM | 2024 | 2023 | 2023 |
| 30.06 LTM |
30.06 LTM |
||
| NIBD (Net Interest-bearing debt) | 355 438 | 737 683 | 307 289 |
| EBITDA | 156 189 | 74 318 | 127 478 |
| NIBD/EBITDA | 2,3 | 9,9 | 2,4 |
| Equity ratio | 2024 | 2023 | 2023 |
| 30.6. | 30.6. | 31.12. | |
| Total equity | 762 507 | 551 392 | 755 842 |
| Total capital | 1 480 178 | 1 612 128 | 1 406 378 |
| Equity ratio in % | 51,5 % | 34,2 % | 53,7 % |
| Working capital | 2024 | 2023 | 2023 |
| 30.6. | 30.6. | 31.12. | |
| Inventories and trade receivables | 393 725 | 440 729 | 303 301 |
| Trade payables | 81 237 | 120 462 | 64 017 |
| Working capital | 312 488 | 320 268 | 239 284 |
| 3) EBIT adjusted segment refractory | 2024 | 2023 | 2023 |
| 30.6. | 30.6. | ||
| EBIT LTM | 108 618 | 23 062 | 79 621 |
| Gain resulting from the arbitration case | -46 400 | - | -46 400 |
| EBIT adjusted | 62 218 | 23 062 | 33 221 |
| 3) EBIT adjusted segment refractory | 2024 | 2023 | 2023 |
| 30.6. | 30.6. | ||
| Revenue and other income LTM | 1 093 802 | 967 703 | 1 072 165 |
| EBIT adjusted LTM EBIT adjusted |
62 218 5,7 % |
23 062 2,4 % |
33 221 3,1 % |
Statement from the Board and the CEO of Borgestad ASA
We confirm to the best of our knowledge that the condensed set of financial statements at June 30 2024 and for the six-month period January 1, 2024, to June 30, 2024, have been prepared in accordance with IAS 34 - Interim Financial Reporting, and gives a true and fair view of the Group's assets, liabilities, financial position and result for the period. We also confirm to the best
of our knowledge that the financial review includes a fair review of important events that have occurred during the first six months of the financial year and their impact on the financial statements, any major related parties transactions, and a description of the principal risks and uncertainties for the remaining six months of the financial year.
Borgestad, August 22 2024
Board of Directors, Borgestad ASA
Glen Ole Rødland Chairman
Wenche Kjølås Board Member
Helene Bryde Steen Board Member
Jan Erik Sivertsen Board Member
The document is electronically signed.
Jacob Andreas Møller Board Member
Pål Feen Larsen CEO

Gunnar Knudsens veg 144 3712 Skien Norway
+47 35 54 24 00 [email protected] borgestad.no