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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.
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