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Borgestad ASA Interim / Quarterly Report 2024

Feb 28, 2025

3561_rns_2025-02-28_7b774b12-c929-473e-a1a6-0b1546fb0d1b.pdf

Interim / Quarterly Report

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Fourth Quarter 2024 Report

February 27, 2025

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)
23

Highlights and Key Figures

Highlights

2024 was a transformational year for Borgestad, marked by continued positive operational development across the two business segments.

1

Borgestad Group reports a FY20241 profit before tax of MNOK 82.3, up from MNOK -37.3 in 2023.

Höganäs Borgestad Group achieved an EBIT margin of 2.0 percent in Q4'24, up from 1.4 percent in Q4'23 – a solid performance given the seasonal slowdown in Q4.

5

Agora Bytom continued its positive momentum, posting an EBITDA of MNOK 10.8 in Q4'24, an improvement from MNOK 8.9 in Q4'23.

In light of the strong results, Borgestad's Board of Directors will propose to the Annual General Meeting an ordinary dividend of NOK 0.80 per share for 2024.

Key Figures

Q4 Q1-Q4
MNOK 2024 2023
Operating income 1 169 1 141
EBITDA 139 127
Depreciation & Impairment of non-current assets 35 122
Operating profit (EBIT) 104 6
Profit before tax 82 -37
MNOK 31.12.2024 31.12.2023
Cash 220 153
Available liquidity at end of period 276 186
IBD 448 460
NIBD 227 307
NIBD/EBITDA LTM 1,6 2,4
Equity ratio 55 % 54 %

1 FY = Full Year

About Borgestad ASA

Borgestad ASA is an investment company headquartered at 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

2024 was a transformational year for Borgestad, marked by continued positive operational development across our two business segments. The Borgestad Group reports a record-high EBIT for FY2024 and a record-low net interestbearing debt of MNOK 227.5 as of December 31, 2024, underscoring our robust financial position. As a result, the board of directors will propose to the general assembly in May 2025 a dividend distribution of NOK 0.80 per share.

Looking ahead, Borgestad remains committed to delivering high and stable dividends to its shareholders. These dividends will be based on net operational cash flow and proceeds from asset or investment sales, while being carefully balanced with liquidity forecasts, financial health, and prospects for future investments.

Höganäs Borgestad experienced a strong positive trajectory in 2024, achieving a recordhigh EBIT margin, 7.5 percent, compared to the adjusted EBIT² margin for 2023 at 3.1 percent. Notably, Höganäs Borgestad reached its announced EBIT margin target for 2025 a full year ahead of schedule. While this marks significant progress, there remains substantial potential for further development and improvement in the medium term.

In Q4 2023, Höganäs Borgestad announced a sale-leaseback agreement for the production facility in Bjuv, Sweden, with the local municipality. However, a complaint filed by a local resident has delayed the process, requiring a review by the Administrative Court in Malmö.

In Q4 2024, Höganäs Borgestad and Bjuv Municipality agreed to extend the longstop date for completing the transaction to December 31, 2025. Höganäs Borgestad is currently awaiting the court's decision, with the Administrative Court indicating general processing times of 12– 14 months. Bjuv Municipality has expressed confidence that the complaint will be rejected, and the transaction finalized.

For Agora Bytom, 2024 has been a year of stabilization, optimization, and preparation for improved future results and cash flow. The local management has implemented cost-cutting measures and signed new leases, the effects of which will become visible in the financial figures during 2025 and beyond. Net positive cash flow from Agora Bytom will be utilized to repay debt, in line with bank covenants, further strengthening the financial position of the group.

At the end of 2024, Agora Bytom's occupancy, based on signed leases and a total lettable area of 33,606 sqm., stood at 95.2 percent. In 2025, development efforts will continue with a focus on further increasing rent levels and EBITDA.

Borgestad remains focused on executing its strategy for both Höganäs Borgestad and Agora Bytom, which hold strong positions as market leaders in their respective regions. Ongoing efforts are concentrated on driving profitability and delivering improved results.

In summary, Borgestad is experiencing a solid underlying operational trend, and we expect this positive momentum to continue.

Pål Feen Larsen CEO

Operational and Financial Review

Group Results

2024 2023 2024 2023
(MNOK) Q4 Q4 Year Year
Revenue 250 234 1 169 1 141
Total operating cost 228 214 1 030 1 014
EBITDA 22 20 139 127
Depreciation 7 7 35 32
Impairment of non-current assets 0 0 0 90
Earnings before financial items and tax (EBIT) 15 13 104 6
Financial items -5 -11 -22 -43
Profit before taxes 10 2 82 -37

Profit and Loss

Numbers in parenthesis are as of December 31, 2023.

Borgestad Group continued its positive momentum in the fourth quarter, with revenue increasing by 7.1 percent compared to Q4'23. For the quarter, the Group's EBITDA reached MNOK 22.4, up from MNOK 20.0 in Q4'23.

For the full year 2024, Borgestad Group increased revenue by 2.5 percent, while adjusted2 EBITDA rose by MNOK 58.0 compared to 2023, mainly driven by improvements in the refractory business.

Net financials also strengthened in Q4'24 compared to the same period last year, with an improvement of MNOK 5.2 due to lower interest payments following a significant reduction in debt.

At the end of Q4'24, order intake and order backlog for the refractory segment were at normalized seasonal levels.

Balance Sheet

Numbers in parenthesis are as of December 31, 2023.

As of December 31, 2024, the Group had total assets of MNOK 1,461.4 (1,406.4), with equity amounting to MNOK 809.0 (755.8), corresponding to an equity ratio of 55.4 percent.

Current assets totalled MNOK 495.7 (463.8), while non-current liabilities stood at MNOK 393.1 (377.6) and current liabilities at MNOK 259.2 (273.0).

Working capital amounted to MNOK 197.0, down from MNOK 239.3 as of December 31, 2023. The reduction was primarily driven by lower trade receivables due to more efficient invoicing.

The Group's total interest-bearing debt as of December 31, 2024, was MNOK 447.9 (460.0), with net interest-bearing debt at MNOK 227.5 (307.3).

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

Cash Flow, Investments, and Liquidity

Numbers in parenthesis are as of December 31, 2023.

The Group's year-to-date cash flow from operating activities was positive with MNOK 146.0 (positive MNOK 166.93 ) in 2024.

Cash flow from investing activities was negative MNOK 16.1 (negative MNOK 36.6). 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 62.2, compared to a negative MNOK 68.7 in the previous year. The net cash flow for

2024 was positive with MNOK 67.8, an improvement from MNOK 61.6 in the same period last year.

Available liquidity as of December 31, 2024, was MNOK 276.0 (MNOK 186.1), which includes MNOK 72.1 of undrawn credit facilities.

As of December 31, 2024, the Group boasts a sustainable balance sheet, a strong cash position, and is fully financed. Due to the strong overall position for Borgestad, the Board of Directors will propose to the Annual General Meeting that a dividend of NOK 0.80 per share is distributed for 2024. Conditional of approval by the Annual General Meeting dividend will be distributed as repayment of paid-in capital.

Real Estate

2024 2023 2024 2023
(MNOK) Q4 Q4 Year Year
Revenue 20 18 77 69
EBITDA 11 9 41 37
Earnings before financial items and tax (EBIT) 9 7 33 -61

In Q4'24, tenant turnover at Agora Bytom increased by 3.9 percent compared to the same period in 2023, while full-year 2024 turnover grew by 5.1 percent year-over-year.

Tenants at Agora Bytom have increased their revenues by 5.1% in 2024 compared to the same period in 2023.

In Q4'24, visitor numbers declined by 1.0 percent compared to the same period in the previous year, with a total of approximately 4.8 million visitors over the last twelve months.

During the quarter, the property segment generated rental income of MNOK 19.6 and EBITDA of MNOK 10.8, compared to MNOK 17.9 and MNOK 8.9 in 2023.

Agora Bytom continues to maintain a strong position in the local market, with a consistently high occupancy rate. The center remains committed to ongoing improvements and actively engages in the rental market, currently negotiating with several potential tenants,

3 2023 cash flow figures include positive cash flow effect from Vienna Arbitration, amounting to MNOK 75.4. Review APM for more information.

underscoring its focus on expansion and development.

As of December 31, 2024, the WAULT4 stands at 3.97 years by area and 3.89 years by income.

In 2024, Agora Bytom increased its leasable area by integrating portions of common areas into existing units or shops. As of December 31, 2024, the total leasable area stands at 33,605 sqm. The occupancy rate for open shops is 92.0 percent, while occupancy based on signed leases is 95.2 percent.

The number of visitors to Agora Bytom over the last twelve months stands at 4.8 million.

Borgestad expects revenue and EBITDA to increase moderate in the coming periods.

Inflation in Poland and Europe has been gradually declining and, according to the European Central Bank, is now under control. This downward trend, combined with other factors, has contributed to falling interest rates, which are expected to

positively impact yields and transaction volumes going forward.

With the completion of a five-year bank refinancing agreement with Bank Pekao in December 2023, the Group now has the flexibility to explore strategic M&A opportunities and other liquidity options for Agora Bytom. Given its strong financial position, there is no urgency to expedite a transaction. Instead, the Group will take the necessary time to assess the best course of action for both the company and its shareholders.

Refractory

2024 2023 2024 2023 2023
(MNOK) Q4 Q4 Year Adj.
year²
Year
Revenue 225 211 1087 1072 1072
EBITDA 9 15 106 56 102
Earnings before financial items and tax (EBIT) 5 3 81 33 80
EBIT in percent 2 % 1 % 7 % 3 % 7 %

Höganäs Borgestad saw a year-on-year revenue increase of 6.5 percent in Q4'24 and continued its positive EBIT margin trend, ending the quarter at 2.0 percent compared to 1.4 percent in Q4'23. EBIT for the quarter amounted to MNOK 4.5, up from MNOK 2.9 in Q4'23.

EBIT margin FY'2024 at 7.5 percent compared to adjusted 3.1 percent FY'23. For the full year 2024, EBIT reached MNOK 81.1, resulting in an EBIT margin of 7.5 percent, compared to an adjusted EBIT of MNOK 33.2 and an adjusted EBIT margin of 3.1 percent in 2023. This improvement in both Q4 and the full year is primarily driven by stronger operational performance in installation projects in Sweden

and Finland, increased sales in the Norwegian market, and the previously announced exit from greenfield projects related to cremation.

5

4 Weighted average unexpired lease term.

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

The refractory segment remains focused on steadily increasing its EBIT margin. Borgestad sees significant potential for further development and improvement in Höganäs Borgestad over the medium term and has set a new mid-term EBIT target of 10 percent or higher.

Order intake remains at normal levels, and the segment maintains a healthy order backlog of MNOK 133.2 as of December 31, 2024.

As of the same date, Höganäs Borgestad had no net interest-bearing debt and held a net cash position, reflecting a strong financial standing.

Other Activities Included in the Group

2024 2024 2023 2024 2024 2023
(MNOK) Q4 6Q4 Adj.⁵ Q4 Year Adj.
year⁵
Year
EBITDA 3 -3 -4 -8 -14 -12
Earnings before financial items and tax (EBIT) 2 -3 -5 -9 -15 -13

Other activities primarily include the group company Borgestad ASA.

In Q4'24, Borgestad ASA completed the sale of Gunnar Knudsens veg 144 in Skien, Norway.

The office building was sold for a total of MNOK 10, with 50 percent structured as vendor credit, carrying a maximum duration of three years. The transaction was finalized in October 2024.

The accounting gain from the sale, amounting to MNOK 5.5, is recognized in Q4'24.

Subsequent events

The Board of Directors will propose to the Annual General Meeting an ordinary dividend of

Outlook

The Board of Directors expects the Group to deliver improved results and cash flow going forward, with continued positive margin development in the refractory segment.

NOK 0.80 per share for 2024. The dividend amounts to MNOK 28.0.

Additionally, Borgestad ASA will explore opportunities for transformational M&A and other liquidity events for Agora Bytom.

⁵ Adjusted figures exclude the positive effect of the sale of Gunnar Knudsens veg 144, amounting to MNOK 5.5.

Condensed consolidated interim statement of income

2024 2023 2024 2023
(NOK 1 000) (Unaudited) Note Q4 Q4 Year Year
Revenue and other income 2 250 112 233 635 1 169 428 1 141 417
Materials, supplies and subcontracting 98 994 100 079 528 946 582 570
Salary and personnel expenses 99 257 88 772 394 855 347 108
Other expenses 29 474 25 195 106 558 84 262
Total operating expenses 227 726 214 046 1 030 359 1 013 939
EBITDA 22 386 19 590 139 069 127 478
Depreciation 6 7 145 10 681 34 733 31 750
Impairment of non-current assets 1, 6 - - - 90 126
Operating profit (EBIT) 2 15 241 8 909 104 336 5 601
Financial items
Foreign currency gain/(loss) 1 815 4 058 1 386 6 362
Interest expenses 7 540 17 583 27 403 51 910
Other financial income/(expenses) 1 254 2 817 3 967 2 664
Net financial items -5 471 -10 707 -22 051 -42 884
Profit before taxes 2 9 770 -1 799 82 286 -37 283
Income tax 1 5 880 11 414 20 521 26 309
Profit/(loss) for the period 3 891 -13 213 61 764 -63 592
Allocated as follows:
Non-controlling interest's share of the
profit 961 -1 722 16 535 14 690
Controlling interest's share of the profit 2 930 -11 490 45 229 -78 281
Basic and diluted earnings per share 0,08 0,21 1,29 -0,23

Condensed consolidated interim statement of comprehensive income

2024 2023 2024 2023
(NOK 1 000) (Unaudited) Q4 Q4 Year Year
Profit/(loss) for the period 3 891 -13 213 61 764 -63 592
Other comprehensive income
Other income and expenses that will not be reclassified to profit:
Net act.
gain/(loss) on defined benefit pension plans net
tax
-664 -1 819 -664 -1 819
Other income and expenses that may be reclassified to profit or loss:
Translation differences -1 417 -2 950 18 403 24 058
Change in fair value of cash flow hedging net of tax 428 -3 064 -13 178 -7 406
Change in other equity transactions - - - -1
Net other comprehensive income -1 653 -7 832 4 560 14 832
Total comprehensive income for the period 2 237 -21 045 66 325 -48 760
Non-controlling interest's share of total comprehensive income 199 429 17 508 18 605
Controlling interest's share of total comprehensive income 2 038 -21 475 48 817 -67 365

Condensed consolidated interim statement of financial position

2024 2023
(NOK 1 000) (Unaudited) Note 31.12. 31.12.
Assets
Investment property 6 729 553 701 407
Land, buildings 12 502 17 890
Fixtures, machinery and vehicles 42 667 37 066
Right-of-use assets 35 751 28 499
Licences, trade marks and similar rights 26 032 33 902
Goodwill 90 082 90 108
Other financial assets 6 248 6 855
Deferred tax asset 8 941 13 734
Total non-current assets 951 777 929 461
Inventories 126 254 118 733
Trade receivables 139 214 184 567
Other receivables 9 771 7 763
Cash and cash equivalents 220 462 152 688
Total current assets 495 701 463 752
Non-current assets classified as held for sale 5 13 907 13 165
Total assets 1 461 385 1 406 378

Consolidated Balance Sheet, continued

2024 2023
(NOK 1 000) (Unaudited) Note 31.12. 31.12.
Equity and liabilities
Share capital 35 062 350 621
Share premium and other paid-in capital 641 679 326 121
Total paid-in capital 676 741 676 741
Other reserves 158 983 153 759
Other equity -106 894 -147 929
Retained earnings 52 089 5 830
Non-controlling interest 80 202 73 270
Total equity 809 032 755 842
Interest-bearing debt 4 343 600 335 742
Other non-current liabilities 10 713 -
Lease liability 24 730 27 453
Pension liabilities 5 813 6 369
Deferred tax 8 288 7 988
Total non-current liabilities 393 144 377 552
Interest-bearing debt 4 51 900 60 043
Lease liability 16 986 12 641
Bank overdraft - 24 098
Trade payables 68 489 64 017
Tax payables 11 928 12 147
Public duties payable 28 991 27 560
Other short-term liabilities 80 917 72 479
Total current liabilities 259 209 272 984
Total equity and liabilities 1 461 385 1 406 378

Lysaker, February 27 2025

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
(NOK 1 000) (Unaudited) Note Year Year
Cash flow from operating activities before balance changes 99 405 88 390
+/-
Balance changes
46 622 78 523
Net cash flow from operating activities 146 027 166 913
Investment in fixed tangible and intangible assets -8 144 -37 912
Investments in shares in subsidiaries -13 169 -
Sale of fixed assets 5 253 1 328
Net cash flow from investing activities -16 060 -36 584
Proceeds from issuing new shares - 296 729
Repayment of borrowings -17 161 -312 498
Net change bank overdraft -24 098 -34 439
Payment of lease liabilities -20 933 -18 492
Net cash flow from financial activities -62 192 -68 700
Cash flow for the period 67 775 61 629
Cash and cash equivalent at beginning of period 152 687 91 059
Cash and cash equivalent at end of year 220 462 152 687

Statement of Change in Equity

Share
premium
Other paid Treasury Fair value
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 year 45 229 16 535 61 764
Net other
comprehensive income -13 178 18 403 -1 803 1 140 4 560
Equity as at 31.12.2024 35 062 211 759 429 921 -7 025 166 008 -106 895 80 202 809 032

Share Information

Number of shares Ordinary shares
issued
Treasury
shares
Ordinary 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
31.12.2024 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 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 underlying

Correction of reported figures in financial statements for Q4'23

The Group has identified errors in the reported financial statements for the fourth quarter of 2023.

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

Correction of agio and cash and cash equivalents

In the report for the fourth quarter of 2024, agio, cash, and cash equivalents figures have been corrected for the 2023 reporting. Agio and cash have been adjusted by MNOK 13.1, and income tax by a positive MNOK 2. As a result, profit/(loss) for the period is MNOK 11.1 lower as of the fourth quarter 2023.

Correction of value for investment property in Q3'23

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.

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.

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
(NOK 1 000) Q4 Q4 Year Year
Revenue 250 112 233 635 1 169 428 1 141 417
EBITDA 22 386 19 590 139 069 127 478
Depreciation 7 145 6 970 34 733 31 750
Impairment of non-current assets - - - 90 126
Operating profit (EBIT) 15 241 8 909 104 336 5 601
Financial items -5 471 -10 707 -22 051 -42 884
Profit before tax 9 770 -1 799 82 286 -37 283
Segment Real Estate 2024 2023 2024 2023
(NOK 1 000) Q4 Q4 Year Year
Revenue 19 578 17 943 76 622 69 169
EBITDA 10 778 8 927 41 293 37 088
Depreciation 2 249 1 874 8 658 8 458
Impairment of non-current assets - - - 90 126
Operating profit (EBIT) 8 529 7 053 32 634 -61 496
Financial items -13 048 -2 119 -27 130 -20 054
Profit before tax -4 519 4 934 5 504 -81 550
Segment Refractory 2024 2023 2024 2023
(NOK 1 000) Q4 Q4 Year Year
Revenue 225 128 211 323 1 087 363 1 072 165
EBITDA 9 091 15 140 106 145 101 986
Depreciation 4 588 12 283 25 024 22 365
Operating profit (EBIT) 4 503 2 857 81 121 79 621
Financial items -1 751 -7 517 -11 393 -21 621
Profit before tax 2 752 -4 660 69 728 58 000
Segment other and eliminations 2024 2023 2024 2023
(NOK 1 000) Q4 Q4 Year Year
EBITDA 2 518 -4 478 -8 368 -11 596
Depreciation 308 235 1 051 927
Operating profit (EBIT) 2 209 -4 713 -9 419 -12 523
Financial items 9 327 2 640 16 472 -1 209
Profit before tax 11 537 -2 073 7 053 -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 342.5 loan in Bank Pekao in Poland as of December 31, 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 53.0 in Nordea as of December 31, 2024. Loan maturity is June 30, 2025, or later.

Part of the loan, MNOK 44.2, are reclassified as short-term interest-bearing debt in connection to assets held for sale on December 31, 2024.

In addition, the Group has MSEK 70 in credit facilities for ongoing financing of working capital. The credit facility was not drawn per December 31, 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 costs 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 are 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 into a conditional agreement with Bjuv municipality in Sweden on October 27, 2023, 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 the completion of the transaction, the two properties will be transferred to a new wholly owned subsidiary of Höganäs Bjuf Fastighets AB, and the transaction will be structured as a sale by Höganäs Bjuf Fastighets AB of the shares in this 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 alleges that this 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 favor, 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 complaints of this type 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.

In light of this updated processing time, Bjuv municipality and Höganäs Bjuf Fastighets AB entered into an amendment of the agreement regarding the long stop date in November 2024. The original long stop date was set for December 31, 2024, but has been extended until December 31, 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 44.2 as of December 31, 2024. The loan amount is classified as interest-bearing debt under current liabilities.

Asset 2024 2023
(NOK 1 000) 31.12. 31.12.
Höganäs Bjuf Fastighet 13 907 13 165
Total assets classified as held for sale 13 907 13 165

Note 6 Investment property

2024 2023
(NOK 1 000) 31.12. 31.12.
Opening balance as at 1st of January 701 408 745 008
Additions 2 330 5 647
Depreciation 8 658 8 458
Write downs - 90 126
Translation differences 34 474 49 336
As at period end 729 553 701 408

Investment Property

During Q4'24, Management did not identify any indicators of impairment for Agora Bytom.

The recoverable amount of Agora Bytom has been determined based on the higher of its fair value less costs of disposal and its value in use, and the recoverable amount used in the Group's quarterly report is based on value in use. The value in use was calculated using discounted cash flow projections from financial forecasts

approved by Management covering a ten-year period.

The accounting standard suggests using a fiveyear cash flow projection period for these tests. However, Management considers that using a longer projection period better reflects the business cycle, providing a more realistic estimate of the asset's value. The assessment is supported by the Company's track record of extending or re-leasing the area to other tenants. Furthermore, Management believes that utilizing longer periods aligns with market practice.

Management acknowledges that a longer projection period introduces more uncertainty into the cash flow estimates; however, they believe that the reliability of the Group's data and robust forecasting methods support a tenyear cash flow projection.

The value in use is estimated based on significant unobservable inputs. These inputs include:

Discount Rate

The present value of future cash flows was calculated using a pre-tax discount rate of 8.6% and a post-tax discount rate of 7.4%. These rates reflect current market assessments of the time value of money and the risks specific to Agora Bytom. The discount rate is calculated based on an applicable market WACC.

Rent per sqm

The rent level is estimated to be EUR 15.25 per sqm per month in 2025 and is forecasted to increase at a steady growth rate of 2%. The estimated rent of EUR 15.25 per sqm is based on signed leases at EUR 16.81 per sqm, with deductions for tenant discounts.

Vacancy

Estimated vacancy rates are based on current

and expected future market conditions, in line with the average market vacancy in the Polish region where Agora Bytom operates. The estimated vacancy rate in the terminal period is 4%. Vacancy as of 31.12.2025 is 8.0%, based on a total leasable area of 33,606 sqm in Agora Bytom.

Capitalization expenses

Capitalization rates are based on the specific location in Poland, as well as the size and quality of the properties, while taking into account market data as of the valuation date. Management anticipates a rise in capital expenditure towards the conclusion of the projected timeline, attributable to climate risk considerations, to ensure adherence to regulatory standards.

Terminal value

Cash flows beyond the ten-year period were extrapolated using a steady growth rate of 2%, which is consistent with the long-term average growth rate for the industry.

Sensitivities

The below sensitivity tables are showing the calculated value in use, valuated in euro, for the investment property given changes in the different assumptions.

Terminal growth
0,5% 1,0% 1,5% 2,0% 2,5% 3,0% 3,5%
-1,5%
#
-1,0% -0,5% - 0,5% 1,0% 1,5%
5,9% 70 578
#
75 313 81 131 88 453 97 948 110 752 128 961
6,4% 64 496
#
68 270 72 818 78 408 85 443 94 565 106 866
WACC 6,9% 59 373
#
62 430 66 056 70 427 75 798 82 558 91 324
7,4% 55 000
#
57 510 60 448 63 933 68 134 73 296 79 793
7,9% 51 223
#
53 309 55 722 58 546 61 896 65 934 70 897
8,4% 47 929
#
49 680 51 685 54 005 56 720 59 941 63 824
8,9% 45 032
#
46 514 48 197 50 125 52 356 54 968 58 065

Vacancy in terminal

7,0% 6,0% 5,0% 4,0% 3,0% 2,0% 1,0%
3,0%
#
2,0% 1,0% - -1,0% -2,0% -3,0%
5,9% 85 611
#
86 558 87 505 88 453 89 400 90 347 91 294
6,4% 75 990
#
76 796 77 602 78 408 79 214 80 020 80 826
WACC 6,9% 68 342
#
69 037 69 732 70 427 71 122 71 817 72 512
7,4% 62 116
#
62 722 63 327 63 933 64 539 65 144 65 750
7,9% 56 948
#
57 480 58 013 58 546 59 078 59 611 60 144
8,4% 52 589
#
53 061 53 533 54 005 54 477 54 949 55 421
8,9% 48 863
#
49 284 49 705 50 125 50 546 50 967 51 388
Capex in terminal
680 000 630 000 580 000 530 000 480 000 430 000 380 000
-150 000
#
-100 000 -50 000 - 50 000 100 000 150 000
5,9% 86 065
#
86 861 87 657 88 453 89 249 90 044 90 840
6,4% 76 377
#
77 054 77 731 78 408 79 085 79 762 80 439
WACC 6,9% 68 676
#
69 259 69 843 70 427 71 011 71 595 72 178
7,4% 62 406
#
62 915 63 424 63 933 64 442 64 951 65 459
7,9% 57 203
#
57 651 58 098 58 546 58 993 59 441 59 888
8,4% 52 816
#
53 212 53 608 54 005 54 401 54 798 55 194
8,9% 49 065
#
49 418 49 772 50 125 50 479 50 832 51 186

Rent / sqm

EUR / Sqm-> 14,8 14,9 15,1 15,3 15,4 15,6 15,7
%-change -> #
(3,0%)
(2,0%) (1,0%) 0,0% 1,0% 2,0% 3,0%
5,9% 85 662
#
86 592 87 522 88 453 89 383 90 313 91 243
6,4% 75 934
#
76 759 77 583 78 408 79 233 80 057 80 882
6,9% 68 205
#
68 945 69 686 70 427 71 168 71 909 72 649
7,4% 61 915
#
62 588 63 260 63 933 64 605 65 278 65 950
7,9% 56 698
#
57 314 57 930 58 546 59 162 59 778 60 393
8,4% 52 300
#
52 869 53 437 54 005 54 573 55 141 55 709
8,9% 48 543
#
49 071 49 598 50 125 50 653 51 180 51 708

WACC

Note 7 Subsequent events

Dividends

The Board of Directors will propose to the Annual General Meeting an ordinary dividend of NOK 0.80 per share for 2024. The dividend amounts to MNOK 28.0. Conditional of approval by the Annual General Meeting dividend will be distributed as repayment of paid-in capital.

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 to provide supplementary information by excluding items that, 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 Borgestad's experience shows that these measures are often used by analysts, investors,

and other stakeholders. Borgestad uses the same performance targets internally to further improve results and profitability by setting longterm financial targets.

Borgestad's alternative performance measures are defined based on adjusted IFRS concepts and are consistently defined, calculated, and applied in a transparent manner across all business areas and 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
(NOK 1000) 31.12. 31.12.
Drawn on the overdraft facility - -24 098
Overdraft facility 70 MSEK 72 051 70 910
Restricted deposits -16 487 -13 415
Cash 220 462 152 688
Available liquidity at end of period 276 026 186 085
Liquidity ratio 2024 2023
(NOK 1000) 31.12. 31.12.
Current assets 509 608 463 752
Current liabilities 259 209 272 984
Liquidity ratio in % 196,6 % 169,9 %
IBD (Interest-bearing debt) 2024 2023
(NOK 1000) 31.12. 31.12.
Other non-current liabilities 10 713 -
Mortgage debt 395 500 395 785
Bond loan - -
Lease liability 41 716 40 093
Bank overdraft - 24 098
Total interest-bearing debt 447 928 459 976
NIBD (Net Interest-bearing debt) 2024 2023
(NOK 1000) 31.12. 31.12.
IBD (Interest-bearing debt) 447 928 459 976
Cash 220 462 152 688
Total 227 466 307 289
NIBD/EBITDA LTM 2024 2023
(NOK 1000) 31.12. 31.12.12
NIBD (Net Interest-bearing debt) 227 466 307 289
EBITDA LTM 139 069 127 478
NIBD/EBITDA 1,6 2,4
Equity ratio 2024 2023
(NOK 1000) 31.12. 31.12.
Total equity 809 032 755 842
Total capital 1 461 385 1 406 378
Equity ratio in % 55,4 % 53,7 %
Working capital 2024 2023
(NOK 1000) 31.12. 31.12.
Inventories and trade receivables 265 468 303 301
Trade payables 68 489 64 017
Working capital 196 979 239 284
4) EBITDA adjusted group 2024 2023
(NOK 1000) 31.12. 31.12.
EBITDA LTM 139 069 127 478
Gain resulting from the arbitration case -46 400
Gain on sale of asset -5 463
EBITDA adjusted 133 606 81 078

Excluding the positive effect from Vienna Arbitration, sale of Gunnar Knudsens veg 144 and the correction in the figures described in note 1.

2) EBIT segment refractory 2024 2023
(NOK 1000) 31.12. 31.12.
EBIT LTM 81 121 79 621
Gain resulting from
the arbitration case
-46 400
EBIT adjusted 81 121 33 221
2) EBIT segment refractory 2024 2023
(NOK 1000) 31.12. 31.12.
Revenue and other income LTM 1 087 363 1 072 165
EBIT adjusted LTM 81 121 33 221
EBIT adjusted 7,5 % 3,1 %
5) EBITDA segment other acitvites 2024 2023
(NOK 1000) 31.12. 31.12.
EBITDA LTM -8 368 -11 596
Gain from sale of asset 5 436
EBITDA adjusted -13 804 -11 596

Fornebuveien 1 1366 Lysaker Norway

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