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Karnov Group

Quarterly Report Feb 18, 2025

3068_10-k_2025-02-18_a10e47f7-6bd6-4d6d-94fd-6c53ab72182f.pdf

Quarterly Report

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JANUARY – DECEMBER 2024

Successful year generating stakeholder value

FOURTH QUARTER

  • The Group's net sales increased by 8.9% to SEK 691 m (634). Organic growth (constant currency) was 3.7%. Currency effect was 0.2%. Acquired growth was 5.0%.
  • The Group's adjusted EBITA amounted to SEK 162 m (122) with adjusted EBITA margin of 23.5% (19.2).
  • The Group's EBIT amounted to SEK 44 m (34).
  • Profit for the period amounted to SEK -10 m (24).
  • Earnings per share before and after dilution amounted to SEK -0.09 (0.22).
  • Adjusted free cash flow amounted to SEK 210 m (158).

BUSINESS HIGHLIGHTS

  • Our AI legal research assistant is well received and used by customers. The solution has been adopted by several of the largest law firms in Denmark and Sweden.
  • Karnov Group is combining its European innovation capabilities and local market expertise and has launched a Group AI organisation. The ambition is to develop scalable AI products with clear local customer value.
  • Our progress with the two cost-efficiency initiatives has generated annual run-rate synergies of SEK 159 m by the end of the fourth quarter.
  • The Board of Directors proposes no dividend for the AGM on 15 May 2025.

KEY FINANCIAL RATIOS FOR THE GROUP

Q4 Jan-Dec
MSEK 2024 2023 Δ% 2024 2023 Δ%
Net sales 690.5 634.2 8.9% 2,592.7 2,474.6 4.8%
Organic growth, % 3.7% 3.8% 2.8% 4.3%
Adjusted EBITA 162.4 122.0 33.1% 580.6 487.7 19.1%
Adjusted EBITA margin, % 23.5% 19.2% 22.4% 19.7%
EBIT 43.6 34.1 28.0% 146.0 156.2 -6.5%
EBIT margin, % 6.3% 5.4% 5.6% 6.3%
Profit for the period -9.8 23.5 -141.6% -33.1 36.9 -189.8%
Earnings per share, after dilution, SEK -0.09 0.22 -183.3% -0.31 0.34 -190.3%
Adjusted free cash flow 210.4 157.8 33.4% 298.8 231.0 29.4%

.

FULL YEAR

  • The Group's net sales increased by 4.8% to SEK 2,593 m (2,475). Organic growth (constant currency) was 2.8%. Currency effect was -0.3%. Acquired growth was 2.3%.
  • The Group's adjusted EBITA amounted to SEK 581 m (488) with adjusted EBITA margin of 22.4% (19.7).
  • The Group's EBIT amounted to SEK 146 m (156).
  • Profit for the period amounted to SEK -33 m (37).
  • Earnings per share before and after dilution amounted to SEK -0.33 (0.34).
  • Adjusted free cash flow amounted to SEK 299 m (231).

2024 was a successful year for Karnov Group generating stakeholder value. We launched AI solutions generating value to our customers while in parallel achieving costsynergies to improve margins. In the fourth quarter, we achieved an organic growth of 4% and the adjusted EBITA margin improved to 24%. We are accelerating our profitable growth strategy with a Group-wide AI roadmap, utilising the strength of being a European, local player to develop scalable AI products.

PROFITABLE GROWTH DRIVEN BY ONLINE SALES AND SYNERGIES

The Group's net sales amounted to SEK 691 m in the quarter, a solid increase from the previous year driven by strong online sales as well as acquired growth from the carved-out Schultz business. Early adopters, including Denmark's largest law firm, are already using our AI legal research assistant that was launched in the fourth quarter.

The Group's adjusted EBITA margin reached 24% in the fourth quarter, an improvement of more than 4 percentage points compared to the fourth quarter last year. Synergies from the Group's two cost-initiatives are coming through as expected while operational leverage from higher net sales are further supporting the margin improvement.

We achieved an adjusted free cash flow of SEK 210 m in the fourth quarter, driven mainly by renewals of annual subscriptions to our online solutions in Region North. Leverage was 3.0x adjusted EBITDA LTM by the end of the year, in line with our financial target. We intend to allocate our free cash flow to achieve cost-synergies and further enhance our AI solutions, benefitting all stakeholders. The Board of Directors proposes no dividend for the AGM on 15 May 2025.

BOOSTING OUR AI ROADMAP FOR LOCAL CUSTOMER VALUE

Our AI legal research assistant has now been on the market for a few months in Region North and in Region South our first waves of AI features have been launched. The combination of our locally authored mission-critical legal content and AI technology brings significant, proven value to all legal professionals. Development is progressing rapidly, and we need to be both decisive and agile to meet our customers' needs.

We have taken the next steps in fulfilling our AI ambition, combining our European innovation capabilities and local market expertise into a Group AI product organisation. Adopting best practices from across the Group will benefit all our customers, as we will leverage the strengths of being a European player to create scalable AI products with local customer value.

COST-EFFICIENCY TARGET REACHED

We progress with our initiatives to reach the cost-efficiency targets. The effect of the synergies is coming through as expected.

By the end of year, the annual run-rate synergies from the Region South Integration amounted to SEK 92 m. We thus achieved our synergies target for 2024. We reiterate our ambition to generate synergies of SEK 115 m on annual run-rate basis by the end of 2026, as we progress with the next phase of the integration.

In parallel, we progress with our Group-wide Acceleration Initiative. We have during the year achieved synergies in Region North and are now upscaling in Region South and on Group level. By the end of 2024, the annual run-rate synergies from the Acceleration Initiative amounted to SEK 67 m. We reiterate our ambition to generate synergies of SEK 115 m on annual run-rate basis by the end of 2026.

In total, our progress with the two initiatives has generated annual run-rate synergies of SEK 159 m by the end of the quarter.

2024 was a successful year for Karnov Group. We delivered value for all stakeholders. We launched AI solutions generating value to our customers while in parallel achieving cost-synergies to improve margins.

Pontus Bodelsson, President and CEO

4% ORGANIC GROWTH Q4 "A solid increase from the previous

year driven by strong online sales."

24% ADJUSTED EBITA MARGIN Q4

"An improvement of more than 4 percentage points compared to the fourth quarter last year."

3.0x LEVERAGE Q4

"Leverage was 3.0x adjusted EBITDA LTM by the end of the year, in line with our financial target."

Q4 Jan-Dec
MSEK 2024 2023 Δ% 2024 2023 Δ%
Net sales 690.5 634.2 8.9% 2,592.7 2,474.6 4.8%
Organic growth, % 3.7% 3.8% 2.8% 4.3%
EBITA 99.8 86.1 15.9% 365.5 370.0 -1.2%
EBITA margin, % 14.5% 13.6% 14.1% 15.0%
Adjusted EBITDA 207.4 162.6 27.6% 746.6 636.9 17.2%
Adjusted EBITDA margin, % 30.0% 25.6% 28.8% 25.7%
Adjusted EBITA 162.4 122.0 33.1% 580.6 487.7 19.1%
Adjusted EBITA margin, % 23.5% 19.2% 22.4% 19.7%
EBIT 43.6 34.1 28.1% 146.0 156.2 -6.5%
EBIT margin, % 6.3% 5.4% 5.6% 6.3%

47% 53% Region North Region South

NET SALES BY SEGMENT Q4 (%)

4% ORGANIC GROWTH

NET SALES PER QUARTER, MSEK

24% ADJUSTED EBITA MARGIN

ADJUSTED EBITA, MSEK AND MARGIN, % PER QUARTER

NET SALES AND GROWTH

For the quarter, October-December 2024, net sales increased by SEK 57 m to SEK 691 m (634). Organic growth on a constant currency basis was 3.7 percent and currency effects had a positive impact on net sales of 0.2 percent. Acquired growth contributed with 5.0 percent. Online sales amounted to 84 percent in the quarter (81).

Net sales growth within the Group is driven by increased online sales of our legal research solutions, including AI, as we continue to upsell existing customers and expand our customer base. Our EHS businesses and DIBkunnskap support the Group's growth achieving strong new sales.

For the full year, January-December 2024, net sales increased by SEK 118 m to SEK 2,593 m (2,475). Organic growth on a constant currency basis was 2.8 percent and currency effects had a negative impact on net sales of -0.3 percent. Acquired growth contributed with 2.3 percent.

OPERATING PROFIT (EBIT)

EBITA for the quarter amounted to SEK 100 m (86) and EBITA margin amounted to 14.5 percent (13.6). The EBITA performance includes items affecting comparability of SEK 63 m (36) relating to the integration in Region South, mainly severance payments.

Adjusted EBITA amounted to SEK 162 m (122) and adjusted EBITA margin amounted to 23.5 percent (19.2).

The personnel expenses have decreased, as synergies from the two cost-efficiency initiatives are coming through. Moreover, the product mix with higher portion of online sales contributes positively.

Operating profit (EBIT) was SEK 44 m (34) for the quarter, an improvement due the synergies mentioned above.

For the full year, EBITA amounted to SEK 366 m (370) and the EBITA margin amounted to 14.1 percent (15.0). Adjusted EBITA amounted to SEK 581 m (488) and the adjusted EBITA margin amounted to 22.4 percent (19.7). Operating profit (EBIT) amounted to SEK 146 m (156) for the full year.

SYNERGIES FROM THE ACCELERATION INITIATIVE

The realised synergies in the fourth quarter amounted to SEK 12 m (EUR 1.0 m). The annual run-rate cost synergies by the end of the fourth quarter amounted to SEK 67 m (EUR 5.8 m). Cost-to-achieve amounted to SEK 13 m (EUR 1.1 m) in the fourth quarter. For the full year, the realised cost synergies amounted to SEK 32 m (EUR 2.8 m). Cost-to-achieve amounted to SEK 46 m (EUR 4.0 m) for the full year.

Q4 Jan-Dec
MSEK 2024 2023 2024 2023
Realised synergies 11.5 - 32.0 -
Annual run-rate synergies 66.7 - 66.7 -
Cost to achieve 12.6 - 46.2 -

SHARE OF PROFIT IN ASSOCIATED COMPANIES

Share of profit in associated companies amounted to SEK 4 m (-2) in the quarter and SEK 1 m (-5) for the full year.

NET FINANCIAL ITEMS

Net financial items for the quarter amounted to SEK -49 m (-9). The interest expenses were approximately SEK 2 m higher than in the same quarter last year. The quarter was impacted by currency adjustments of SEK -14 m (30) relating to long-term loans in EUR.

Net financial items for the full year amounted to SEK -181 m (-116).

PROFIT BEFORE AND AFTER TAX, EARNINGS PER SHARE

Profit before tax for the quarter decreased by SEK 25 m to SEK -2 m (23). Profit after tax for the quarter was SEK -10 m (24). Taxes amounted to SEK -8 m (0). Earnings per share after dilution was SEK -0.09 (0.22) for the quarter.

For the full year, profit before tax amounted to SEK -34 m (34) and profit after tax amounted to SEK -33 m (37). Taxes amounted to SEK 0 m (3). Earnings per share after dilution was SEK -0.31 (0.34) for the full year.

CASH FLOW AND INVESTMENTS

Cash flow from operating activities amounted to SEK 209 m (195). The non-cash items were SEK 26 m higher than in the same quarter last year. The net effect from changes in working capital was slightly lower than previous year due to timing of invoicing. Interest expenses and tax payments were lower in the quarter compared to previous year.

Adjusted free cash flow for the quarter improved to SEK 210 m (158), driven by lower lease payments and stronger operating cash flow.

Total investments for the quarter amounted to SEK 56 m (44). The investments during the quarter relate to capitalised development as well as business acquisitions.

Total financing for the quarter amounted to SEK -122 m (-22), related to final payment for the Schultz acquisition as well as leasing payments.

Cash flow from operating activities for the full year amounted to SEK 316 m (337). The decline is mainly explained by increased items affecting comparability to achieve synergies.

ADJUSTED FREE CASH FLOW

Q4 Jan-Dec
MSEK 2024 2023 2024 2023
Cash flow from operating activities 209.3 194.8 315.5 337.0
Acquisition of intangible and tangible assets -46.5 -47.7 -167.7 -163.0
Payment of lease liabilities -15.0 -25.2 -64.1 -63.4
Free cash flow 147.8 121.9 83.7 110.6
Items affecting comparability 62.6 35.9 215.1 120.4
Adjusted free cash flow 210.4 157.8 298.8 231.0

FINANCIAL POSITION

Net debt was SEK 2,283 m at the end of the period. The net debt has increased by SEK 527 m compared to the end of the previous year, mainly due to business acquisitions.

The leverage at the end of the period, based on proforma adjusted EBITDA LTM excluding leasing liabilities, was 3.0 (2.8) times.

Cash and cash equivalents at the end of the period amounted to SEK 403 m (451) and the Group had at the end of December 2024 unutilized credit lines of EUR 28 m.

NET DEBT

MSEK 31 Dec 2024 31 Dec 2023
Total borrowings 2,685.8 2,206.2
Cash and cash equivalents 402.8 450.6
Net debt 2,283.0 1,755.6
Leverage ratio * 3.0 2.8

* Please note that LTM Adjusted EBITDA includes proforma numbers from Schultz acquisition which has an impact on leverage ratio for Q4 2024. See more information regarding acquisitions in note 4.

NET SALES SPLIT ONLINE/OFFLINE PER Q4, %

SEK 210 m ADJUSTED FREE CASH FLOW

3.0 LEVERAGE

Q4 Jan-Dec
MSEK 2024 2023 Δ% 2024 2023 Δ%
Net sales 321.8 270.5 19.0% 1,210.7 1,085.8 11.5%
Organic growth,
%
8.0% 3.8% 7.0% 4.4%
Adjusted
EBITDA
156.0 121.9 27.9% 605.7 511.3 18.5%
Adjusted
EBITDA margin, %
48.5% 45.1% 50.0% 47.1%
Adjusted
EBITA
132.8 103.0 28.9% 520.7 441.5 17.9%
Adjusted
EBITA margin, %
41.3% 38.1% 43.0% 40.7%
EBIT 70.1 56.7 23.0% 296.5 276.1 15.8%
EBIT margin, % 21.8% 21.0% 24.5% 25.4%

NET SALES AND GROWTH

Net sales for the quarter increased by 19.0 percent to SEK 322 m (271). Organic growth was 8.0 percent while currency effects had a positive impact of 0.2 percent. Acquired growth contributed with 10.8 percent. Online sales accounted for 92 percent (91) in the quarter.

Organic growth is driven by online sales, mainly within the legal research area. Our solutions are mission-critical for our customers.

During the quarter, some of the largest law firms in Denmark and Sweden have chosen to upgrade to our AI package. Additionally, we have sold the AI package to several authorities and administrations, that are also recognizing the significant value in our AI assistant.

Karnov has progressed further with the integration of the carved-out Schultz legal information business. During the quarter, the Schultz business provided net sales of SEK 26 m.

For the full year, net sales amounted to SEK 1,211 m (1,086). Organic growth on a constant currency basis was 7.0 percent and currency effects had a negative impact on net sales of -0.5 percent. Acquired growth contributed with 5.0 percent.

OPERATING PROFIT (EBIT)

EBITA for the quarter amounted to SEK 130 m (103) and EBITA margin amounted to 40.4 percent (38.1). The EBITA performance includes items affecting comparability of SEK 3 m (0) relating to acquisition expenses.

Adjusted EBITA amounted to SEK 133 m (103) and adjusted EBITA margin amounted to 41.3 percent (38.1).

The main margin driver is operational leverage from higher net sales. Achieved synergies from the Acceleration Initiative are further contributing positively, along with product mix.

During the quarter, the Schultz business generated adjusted EBITA of SEK 8 m.

Operating profit (EBIT) was SEK 70 m (57) for the quarter.

For the full year, EBITA amounted to SEK 481 m (441) and the EBITA margin amounted to 39.7 percent (40.6). Adjusted EBITA amounted to SEK 521 m (442) and the adjusted EBITA margin amounted to 43.0 percent (40.7). Operating profit (EBIT) amounted to SEK 297 m (276) for the full year.

ADJUSTED EBITA, MSEK AND MARGIN, % PER QUARTER

Region North is specialised in online and offline legal solutions; the environmental, health and safety compliance; audit and accounting solutions; and e-courses. The segment provides online tools for the broad legal services market, including contract templates. The segment includes Karnov Group Denmark, Norstedts Juridik, DIBkunnskap, Notisum, Echoline, QSE Conseil, DIB Viden and BELLA Intelligence.

Q4 Jan-Dec
MSEK 2024 2023 Δ% 2024 2023 Δ%
Net sales 368.7 363.7 1.4% 1,382.0 1,388.8 -0.5%
Organic growth,
%
0.5% 3.8% -0.4% 3.8%
Adjusted
EBITDA
81.6 66.7 22.3% 234.2 208.4 12.4%
Adjusted
EBITDA margin, %
22.1% 18.3% 16.9% 15.0%
Adjusted
EBITA
59.9 45.1 32.8% 153.6 129.1 19.1%
Adjusted
EBITA margin, %
16.2% 12.4% 11.1% 9.3%
EBIT -51.3 -30.2 -70.2% -128.6 -93.9 36.9%
EBIT margin, % -13.9% -8.3% -9.3% -6.8%

NET SALES AND GROWTH

Net sales for the quarter were SEK 369 m (364). The organic growth was 0.5 percent while currency effects had a positive impact of 0.3 percent. Acquired growth contributed with 0.6 percent. Online sales accounted for 76 percent in the quarter (73).

We have launched the next phase of the integration in Spain, highlighted by the currently ongoing external marketing campaign to promote our AI solutions, which have been enhanced in January 2025.

In France, our three new flagship products with AI features have generated significant customer interest.

For the full year, net sales amounted to SEK 1,382 m (1,389). Organic growth on a constant currency basis was -0.4 percent and currency effects had a negative impact on net sales of -0.4 percent. Acquired growth contributed with 0.3 percent.

OPERATING PROFIT (EBIT)

EBITA for the quarter amounted to SEK -1 m (7) and EBITA margin amounted to -0.2 percent (1.8). The EBITA performance includes items affecting comparability of SEK 61 m (39) relating to integration and restructuring expenses.

Adjusted EBITA amounted to SEK 60 m (45) and adjusted EBITA margin amounted to 16.2 percent (12.4).

The margin improvement is mainly driven by lower employee expenses, as synergies from the integration are coming through.

Operating profit (EBIT) was SEK -51 m (-30) for the quarter, a decline due to the increased items affecting comparability.

For the full year, EBITA amounted to SEK 1 m (22) and the EBITA margin amounted to 0.1 percent (1.6). Adjusted EBITA amounted to SEK 154 m (129) and the adjusted EBITA margin amounted to 11.1 percent (9.3). Operating profit (EBIT) amounted to SEK -129 m (-94) for the full year.

SYNERGIES IN REGION SOUTH

The realised synergies in the fourth quarter amounted to SEK 21 m (EUR 1.8 m). The annual run-rate cost synergies amounted to SEK 91 m (EUR 8.0 m). Cost-to-achieve amounted to SEK 9 m (EUR 0.8 m) in the fourth quarter. For the full year, the realised cost synergies amounted to SEK 55 m (EUR 4.8 m). Cost-to-achieve amounted to SEK 93 m (EUR 8.1 m) for the full year.

Q4 Jan-Dec
MSEK 2024 2023 2024 2023
Realised synergies 20.7 4.6 54.9 8.0
Annual run-rate synergies 91.4 22.9 91.4 22.9
Cost to achieve 9.2 44.4 92.5 99.9

NET SALES PER QUARTER, MSEK

ADJUSTED EBITA, MSEK AND MARGIN, % PER QUARTER

Region South offers a wide range of online and offline solutions for legal professionals, assisting them in their research and providing qualitative advisory services. The segment provides online tools for the broad legal services market, including workflow solutions and AIbased tools. Region South also offers legal classroom training and e-courses. The segment includes Aranzadi LA LEY, Lamy Liaisons and Jusnet.

Q4 Jan-Dec
MSEK 2024 2023 Δ% 2024 2023 Δ%
Adjusted
EBITA
-30.3 -26.1 -16.1% -93.7 -82.9 -13.0%
EBIT 24.8 7.6 226.3% -21.9 -26.0 15.8%

ADJUSTED EBITA

The Group functions cover the Group wide tasks such as Group Management, Information Security, Compliance, HR, Investor Relations and Group Finance functions.

In the fourth quarter, Karnov Group has invested approx. SEK 5 m in exploratory AI projects to future customer value. Moreover, the quarter includes additional legal and consultancy expenses.

Group functions is the corporate segment including costs for functions within Karnov Group that either steer or provide support to the Group. The segment also includes costs for future business opportunities as well as items affecting comparability.

RISKS AND UNCERTAINTIES

Through its operations Karnov Group is exposed to different risks, which can give rise to fluctuations in earnings and cash flow. Material risks and uncertainties include sector and marketrelated risks, business-related risks and financial risks.

Karnov is not directly impacted by conflicts such as the invasion of Ukraine or expanded conflict in the Middle East region and has no direct exposure towards any of the involved countries. Furthermore, Karnov is as primarily an online service company not exposed to risks of tolls.

Karnov's significant risks and risk management are described on page 70-71 in the 2023 Annual report, available at the Company's website www.karnovgroup.com.

SEASONAL VARIATIONS

Typically, a significant proportion of Karnov Group's online contracts in Region North are renewed and invoiced during the fourth quarter, impacting cash flow during the fourth and first quarters. Online contracts in Region South are renewed and invoiced predominantly in the first quarter, impacting cash flow during the first and second quarters. Online net sales are accrued according to the terms of the agreement and therefore are not exposed to any seasonality. Offline net sales are exposed to seasonality where the first quarter is significantly stronger, driven by a higher share of book sales early in the year.

EMPLOYEES

Average number of Full-Time Employees (FTEs) in the fourth quarter amounted to 1,219 (1,230). The increase compared to the third quarter is due to recruitments in Region North as well as consolidation of companies acquired in 2024. On average during the fourth quarter, 58% (58) of the workforce were women and 42% (42) men.

ANNUAL GENERAL MEETING (AGM)

The AGM for 2025 will be held on 15 May 2025 in Stockholm. Time will be announced in connection with the notice of the AGM.

ANNUAL REPORT

The 2024 Annual Report, Sustainability Report and Corporate Governance Report is planned to be published on 31 March 2025. The report will be available on the company's website www.karnovgroup.com and kept available in the company's office.

PROPOSED DIVIDEND

Karnov Group intends to allocate the free cash flow to invest in the cost-initiatives as well as the Group's AI platform. The Board of Directors proposes no dividend for the AGM on 15 May 2025.

SHARES, SHARE CAPITAL AND SHAREHOLDERS

Karnov Group's share was listed on Nasdaq Stockholm on 11 April 2019, Mid Cap segment, under the ticker KAR.

On 31 December 2024, the total number of shares and votes in Karnov Group AB (publ) amounts to 108,102,047 shares and 107,898,735.2 votes. Each share has a quotient value of approximately SEK 0.015385. The total number of shares consists of 107,876,145 ordinary shares, which carry one vote per share, and 225,902 shares of series C, which carry one-tenth of a vote per share. A detailed description of changes in the share capital is available on the Company's website, www.karnovgroup.com/en/share-capital-development/.

On 31 December 2024, the Company had 1,845 known shareholders. The five largest shareholders in Karnov Group AB (publ) were Long Path Partners, Invesco, Carnegie Fonder, Swedbank Robur Fonder and Greenoaks Capital.

FINANCIAL TARGETS

The Board of Directors has adopted the following financial targets:

  • Net sales organic annual growth of 4-6% in the medium term.
  • Adjusted EBITA margin in excess of 25% in the medium term and in excess of 30% in the long term.
  • Ratio of Net debt to LTM Adjusted EBITDA, excluding leasing liabilities, of no more than 3.0. This ratio may temporarily be exceeded, for example as a result of acquisitions.
  • The objective is to distribute 30–50% of the annual net profit, after considering indebtedness and future growth opportunities, including acquisitions.

ESG STRATEGY

Being active within the industry of legal knowledge, Karnov's ESG strategy is an integral part of the business strategy and is closely linked to the Group's vision, mission, and values. It is also closely linked to five of the UN SDG Goals and in particular SDG 16, Peace, justice and strong institutions. The core of Karnov's business is to make the true pillar of democracy - the rule of law - accessible, sharable and debatable, thereby enabling our customers to make better decisions faster. This is how we facilitate access to justice and why Karnov Group can have an impact led approach to ESG: to clear the path to justice, we contribute with knowledge for legal professionals, whilst balancing economic growth and positive social impact.

INCENTIVE PROGRAMS

Karnov Group currently has two long-term incentive programs, LTIP 2023 and LTIP 2024, which are share saving programs. The purpose of the programs is to encourage ownership amongst the Company's employees, retain competent employees, facilitate recruitment, increase the alignment of interest between the employees and the Company's shareholders and increase motivation to reach or exceed the Company's financial targets.

The employees participating in the program have allocated acquired or already held ordinary shares to the program (so-called savings shares).

19 employees participate in LTIP 2023 and 18 employees participate in LTIP 2024. The participants have allocated a total of 174,130 savings shares to the programs. Full allotment would mean that the total number of shares under the program will amount to no more than 659,400 ordinary shares, corresponding approximately 0.6 per cent of the total number of shares outstanding in the Company. For more information see www.karnovgroup.com/en/incentiveprogram/

RELATED-PARTY TRANSACTIONS

Karnov Group did not undertake any significant transactions with related parties in the fourth quarter 2024 except from compensation and benefits to the Board members and managing director received as a result of their membership of the Board, employment with Karnov Group or shareholdings in Karnov Group AB (publ).

SIGNIFICANT EVENTS

Fourth quarter

• The Nomination Committee for the 2025 Annual General Meeting (AGM) was appointed.

Events after the end of the period

• No significant events after the end of the period.

PARENT COMPANY

The operating profit (EBIT) for the quarter amounted to SEK 20 m (-11) and the operating profit (EBIT) for the full year amounted to SEK -26 m (-21).

During the quarter, Karnov Group has centralized its liquidity in a group cash pool legally owned by the parent company. This has increased the cash position of the parent company offset by borrowings from group companies.

OUTLOOK

Karnov Group does not provide financial forecasts. The report may contain forward-looking information based on Management's current expectations. Although Management believes the expectations expressed in such forward-looking information are reasonable, there are no assurances that these expectations will be correct. Consequently, future outcomes may vary considerably compared to the forward-looking information due to, among other things, changed market conditions for Karnov Group's offerings and more general changes to economic, market and competitive conditions, changes to regulatory requirements or other policy measures and exchange rate fluctuations.

REVIEW

This year-end report has not been subject to a review by the Company's auditors.

DISCLOSURE

This year-end report contains inside information that Karnov Group AB (publ) is required to make public pursuant to the EU Market Abuse Regulation (MAR). The information was submitted for publication by the contact person below on 18 February 2025 at 07.45 AM CET.

Karnov Group AB (publ)

Stockholm, 18 February 2025

Pontus Bodelsson President and CEO

FOR FURTHER INFORMATION, PLEASE CONTACT:

Pontus Bodelsson, President and CEO +46 709 957 002 [email protected]

Magnus Hansson, CFO +46 708 555 540 [email protected]

Erik Berggren, Head of Investor Relations +46 707 597 668 [email protected]

FINANCIAL CALENDAR 2024

Annual Report 2024 31 March 2025 Interim report January-March 2025 14 May 2025 Annual General Meeting 2025 15 May 2025 Interim report January-June 2025 21 August 2025 Interim report January-September 2025 12 November 2025

Q4 PRESENTATION WEBCAST

Karnov Group will present the fourth quarter for analysts and investors via a webcast teleconference on 18 February at 9:00 AM CET. To participate, use the following link: https://karnov-group.events.inderes.com/q4-report-2024 or register here for dial-in numbers: https://conference.inderes.com/teleconference/?id=5009118.

The presentation will also be available on www.financialhearings.com

Q4 Jan-Dec
MSEK Note 2024 2023 2024 2023
Net sales 3 690.5 634.2 2,592.7 2,474.6
Total
revenue
690.5 634.2 2,592.7 2,474.6
Costs of
goods
sold
-94.1 -91.3 -349.0 -365.3
Employee
benefit
expenses
-302.3 -316.4 -1,156.0 -1,131.1
Depreciations and
amortisations
-101.2 -92.8 -385.5 -367.8
Other
operating income and
expenses
-149.3 -99.6 -556.2 -454.2
(EBIT)
Operating profit
43.6 34.1 146.0 156.2
Share
of
profit
in associated
companies
3.5 -1.5 1.4 -5.4
Financial
income
10.1 23.8 14.8 35.5
Financial
expenses
-59.0 -33.0 -195.7 -151.9
Profit
before
tax
-1.8 23.4 -33.5 34.4
Tax on profit
for
the
period
-8.0 0.1 0.4 2.5
Profit
for
the
period
-9.8 23.5 -33.1 36.9
Other
comprehensive
income:
Items that
may be
reclassified
to the
income statement:
Exchange
differences
on translation
of
foreign
operations
32.7 -75.0 60.4 -26.6
Actuarial
gains/losses
on defined
benefit
plans
1.8 2.0 1.8 2.0
Other
comprehensive
income for
the
period
34.5 -73.0 62.2 -24.6
income for
Total
comprehensive
the
period
24.7 -49.5 29.1 12.3
Profit
for
the
period
is attributable
to:
Owners of
Karnov Group AB (publ)
-9.8 25.0 -33.1 38.2
Non-controlling
interests
- -1.5 - -1.3
Profit
for
the
period
-9.8 23.5 -33.1 36.9
Total
comprehensive
income for
the
period
is attributable
to:
Owners of
Karnov Group AB (publ)
24.7 -48.0 29.1 13.6
Non-controlling
interests
- -1.5 - -1.3
Total
comprehensive
income
24.7 -49.5 29.1 12.3
Earnings per share,
basic,
SEK
-0.09 0.22 -0.31 0.34
Earnings per share,
after
dilution,
SEK
-0.09 0.22 -0.31 0.34
(thousands)
Weighted
average number
of
ordinary
shares
107,876 107,876 107,876 107,862
Effect
of
performance
shares
(thousands)
226 226 226 240
(thousands)
Weighted
average number
of
ordinary
shares
adjusted
for
dilution
108,102 108,102 108,102 108,102
MSEK Note 31 Dec 2024 31 Dec 2023
ASSETS:
Goodwill 3,617.8 3,251.1
Other
intangible
assets
2,364.2 2,233.1
Right-of-use
assets
161.4 201.1
Property, plant
and
equipment
37.4 41.2
Investments in associated
companies
38.3 48.8
Other
financial
investments
13.0 13.0
Loans to associated
companies
26.0 25.2
Deposits 13.1 7.7
Deferred
tax assets
184.4 135.4
Total
non-current assets
6,455.6 5,956.6
Inventories 18.8 18.7
Trade
receivables
5 450.7 411.9
Prepaid
expenses
69.1 57.5
Other
receivables
72.7 10.6
Current tax receivables 19.4 26.6
Cash
and
cash
equivalents
5 402.8 450.6
Total
current assets
1,033.5 975.9
TOTAL ASSETS 7,489.1 6,932.5
MSEK Note 31 Dec 2024 31 Dec 2023
EQUITY AND LIABILITIES:
Share
capital
1.7 1.7
Share
premium
2,654.0 2,654.0
Treasury shares 0.0 0.0
Reserves -193.0 -253.4
Retained
earnings including
net profit
for
the
period
-89.2 -65.2
Equity attributable
to the
parent company's
shareholders
2,373.5 2,337.1
Total
equity
2,373.5 2,337.1
Borrowing from
credit
institutions
5 2,570.9 2,123.0
Lease liabilities 131.9 179.1
Deferred
tax liabilities
320.6 342.3
Provisions 102.1 78.4
Other
non-current liabilites
40.2 52.5
Total
non-current liabilities
3,165.7 2,775.3
Borrowing from
credit
institutions
5 114.9 83.2
Trade
payables
5 111.9 111.3
Current tax liabilities 36.0 30.0
Accrued
expenses
451.1 479.5
Prepaid
income
985.2 921.7
Lease liabilities 52.5 52.8
Other
current liabilities
5 198.3 141.6
Total
current liabilities
1,949.9 1,820.1
TOTAL EQUITY AND LIABILITIES 7,489.1 6,932.5
MSEK Share
capital
Share
premium
Treasury
shares
Reserves Retained
earnings
Equity attributable
to the
parent
company's
shareholders
Non
controlling
interests
Total
equity
Balance
at January 1, 2024
1.7 2,654.0 0.0 -253.4 -65.2 2,337.1 - 2,337.1
Profit
for
the
period
- - - - -33.1 -33.1 - -33.1
income for
Other
comprehensive
the
period
- - - 60.4 1.8 62.2 - 62.2
Total
comprehensive
income/loss
- - - 60.4 -31.3 29.1 - 29.1
Transaction with
shareholders
in their
capacity as owners:
Sharebased
payment
- - - - 7.3 7.3 - 7.3
Total
transaction with
shareholders
- - - - 7.3 7.3 - 7.3
Closing
balance
at December
31, 2024
1.7 2,654.0 0.0 -193.0 -89.2 2,373.5 - 2,373.5
MSEK Share
capital
Share
premium
Treasury
shares
Reserves Retained
earnings
Equity attributable
to the
parent
company's
shareholders
Non
controlling
interests
Total
equity
Balance
at January 1, 2023
1.7 2,654.0 0.0 -226.8 -109.0 2,319.9 6.5 2,326.4
Profit
for
the
period
- - - - 38.2 38.2 -1.3 36.9
income for
Other
comprehensive
the
period
- - - -26.6 2.0 -24.6 - -24.6
Total
comprehensive
income/loss
- - - -26.6 40.2 13.6 -1.3 12.3
Transaction with
shareholders
in their
capacity as owners:
Sharebased
payment
- - - - 3.6 3.6 - 3.6
Divestment - - - - - - -5.2 -5.2
Total
transaction with
shareholders
- - - - 3.6 3.6 -5.2 -1.6
Closing
balance
at December
31, 2023
1.7 2,654.0 0.0 -253.4 -65.2 2,337.1 - 2,337.1
Q4 Jan-Dec
MSEK 2024 2023 2024 2023
Operating profit
(EBIT)
43.6 34.1 146.0 156.2
Non-cash
items
93.0 67.1 408.7 367.9
Effect
of
changes
in working
capital:
Change
in inventories
1.8 0.2 0.3 1.8
Change
in receivables
-101.1 -91.5 -88.9 -19.5
Change
in trade
payables
and
other
payables
131.1 126.3 40.7 -2.1
Provisions paid -10.7 1.8 -10.7 -1.4
Change
in prepaid
income
97.5 111.5 26.6 23.7
Net effect
of
changes
in working
capital
118.6 148.3 -32.0 2.5
Net financial
items, paid
-32.3 -34.0 -142.3 -128.0
Corporate tax paid -13.6 -20.7 -64.9 -61.6
Cash
flow
from
operating activities
209.3 194.8 315.5 337.0
Business combinations -9.1 3.8 -428.4 -54.9
Other
financial
investments
- - -5.8 -3.0
Acquisition of
intangible
assets
-44.2 -48.5 -163.3 -155.8
Acquisition of
property, plant
and
equipment
-2.3 0.8 -4.4 -7.2
Cash
flow
from
investing activities
-55.6 -43.9 -601.9 -220.9
Repayment long-term
debt
- - -83.2 -2,587.9
Proceeds
long-term
debt
- - 491.4 2,330.6
Payment of
lease
liabilities
-15.0 -25.2 -64.1 -63.4
Change
in long-term
receivables
- 3.4 - 0.1
Payment of
contingent considerations
-107.4 - -108.3 -17.1
Cash
flow
from
financing
activities
-122.4 -21.8 235.8 -337.7
Cash
flow
for
the
period
31.2 129.1 -50.6 -221.6
of
Cash
and
cash
equivalents
at the
beginning
the
period
370.7 326.4 450.6 671.2
differences
Exchange-rate
in cash
and
cash
equivalents
0.9 -4.9 2.8 1.0
Cash
and
cash
equivalents
at the
end
of
the
period
402.8 450.6 402.8 450.6

.

NOTE 1 ACCOUNTING POLICIES

The consolidated interim financial statements for Karnov Group have been prepared in accordance with IAS 34, Interim Financial Reporting, as adopted by the EU, RFR 1 Supplementary Accounting Regulations for Groups and the Swedish Annual Accounts Act. The accounting policies used for this interim report 2024 are the same as the accounting policies used for the annual report 2023 to which we refer for a full description. The interim financial statements for the parent company have been prepared in accordance with RFR 2, Accounting for Legal Entities, and the Swedish Annual Accounts Act.

NOTE 2 CRITICAL ESTIMATES AND JUDGEMENTS

Preparation of financial statements requires the company management to make assessments and estimates along with assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income, and expenses. The actual outcome may differ from these estimates. The critical assessments and sources of uncertainty in the estimates are the same as in the most recent annual report. See the Annual report 2023 Note 4, page 88, for further details regarding critical estimates and judgements.

NOTE 3 SEGMENT REPORTING

The Group CEO has been identified as the chief operating decision maker and assesses the financial performance and position of the Group and makes strategic decisions. Segment profits are monitored to Adjusted EBITA. Income statement items below Adjusted EBITA, balance sheet and cash flows are entirely monitored on Group level. Karnov Group's business operations are in general independent of differences in products and channels and the Group therefore monitors the overall net sales distribution trend between online and offline products at Group level.

North South Group functions Total
MSEK Q4 Q4 Q4 Q4
2024 2023 2024 2023 2024 2023 2024 2023
Net sales
specified
on product
categories:
Online 296.4 246.4 280.2 265.9 - - 576.6 512.3
Offline 25.4 24.1 88.5 97.8 - - 113.9 121.9
Net sales 321.8 270.5 368.7 363.7 - - 690.5 634.2
Adjusted
EBITDA
156.0 122.0 81.6 66.7 -30.2 -26.1 207.4 162.6
Depreciations and
amortisations
-23.2 -19.0 -21.7 -21.5 -0.1 -0.1 -45.0 -40.6
Adjusted
EBITA
132.8 103.0 59.9 45.1 -30.3 -26.1 162.4 122.0
Amortisations from
acquisitions
-36.3 -32.4 -19.9 -19.6 - - -56.2 -52.0
Items affecting
comparability
-2.9 -0.0 -60.8 -38.6 1.1 2.7 -62.6 -35.9
Non- operating group transactions -23.5 -13.9 -30.5 -17.1 54.0 31.0 - -
(EBIT)
Operating profit
70.1 56.7 -51.3 -30.2 24.8 7.6 43.6 34.1
Share
of
profit
in associated
companies
3.5 -1.5
Net financial
items
-48.9 -9.2
Profit
before
tax
-1.8 23.4
Tax on profit
for
the
period
-8.0 0.1
Profit
for
the
period
-9.8 23.5

NOTE 3 SEGMENT REPORTING, CONT.

North
Jan-Dec
South
Jan-Dec
Group functions
Jan-Dec
Total
Jan-Dec
MSEK 2024 2023 2024 2023 2024 2023 2024 2023
specified
Net sales
on product
categories:
Online 1,098.8 958.0 1,061.1 1,066.7 - - 2,159.9 2,024.7
Offline 111.9 127.8 320.9 322.1 - - 432.8 449.9
Net sales 1,210.7 1,085.8 1,382.0 1,388.8 - - 2,592.7 2,474.6
Adjusted
EBITDA
605.7 511.3 234.2 208.4 -93.3 -82.8 746.6 636.9
Depreciations and
amortisations
-85.0 -69.8 -80.6 -79.3 -0.4 -0.1 -166.0 -149.2
Adjusted
EBITA
520.7 441.5 153.6 129.1 -93.7 -82.9 580.6 487.7
Amortisations from
acquisitions
-140.0 -132.9 -79.5 -78.2 - - -219.5 -211.1
Items affecting
comparability
-39.7 -3.1 -152.5 -107.0 -22.9 -10.3 -215.1 -120.4
Non- operating group transactions -44.5 -29.4 -50.2 -37.8 94.7 67.2 - -
Operating profit
(EBIT)
296.5 276.1 -128.6 -93.9 -21.9 -26.0 146.0 156.2
Share
of
profit
in associated
companies
1.4 -5.4
Net financial
items
-180.9 -116.4
Profit
before
tax
-33.5 34.4
Tax on profit
for
the
period
0.4 2.5
Profit
for
the
period
-33.1 36.9

NOTE 4 BUSINESS COMBINATIONS AND SIMILAR TRANSACTIONS

QSE CONSEIL SAS

On 29 April 2024 Karnov Group acquired QSE Conseil SAS for a total estimated consideration of SEK 15.9 m. Cash paid on closing 29 April 2024 was SEK 7.6 m and SEK 8.3 m is considered as contingent liabilities expected to be paid out in full by the latest in Q3 2025. QSE will consolidate Karnov Group's position on the French EHS market and accelerate the Group's international expansion. QSE is expected to contribute by SEK 9.0 m in net sales and SEK 2.7 m in adjusted EBITA on a yearly basis. Identified assets in the transaction was Customer relations to which SEK 5.0 m was allocated. An amount of SEK 8.2 m was allocated to Goodwill. The purchase price allocation is not considered final until 12 months after the acquisition date.

SCHULTZ LEGAL INFORMATION BUSINESS

On 19 June 2024 Karnov Group entered into a business carve out agreement to acquire the legal information business of J.H. Schultz Information A/S for a cash consideration of SEK 481.3 m financed by existing credit lines. Cash paid on closing 19 June 2024 was SEK 380.8 m and contingent considerations of SEK 100.5 m was paid 26 November 2024. The acquisition provides Karnov Group new customers on the Danish municipality market and strengthens Karnov Group's portfolio of Danish content. The acquisition is expected to contribute by SEK 83 m in net sales and SEK 50 m in adjusted EBITA on a yearly basis. The expected cost-to-achieve for the integration is expected to total SEK 25 m. Major assets identified from the purchase price allocation are Customer relations and Content. Allocated amount to Goodwill was SEK 257.7 m. The purchase price allocation was updated in this quarter. The purchase price allocation is not considered final until 12 months after the acquisition date.

BATIR TECHNOLOGIES SAS

On 16 July 2024 Karnov Group acquired Batir Technologies SAS for a total estimated consideration of SEK 31.0 m. Cash paid on closing was SEK 29.2 m and SEK 1.8 m is considered as contingent liabilities expected to be paid out in full by the latest in Q3 2025. Batir Technologies delivers a workflow tool for tax calculation in the French real estate market. Batir Technologies is expected to contribute by SEK 9.3 m in net sales and SEK 4.3 m in adjusted EBITA on a yearly basis. Identified assets in the transaction was Customer relations to which SEK 10.9 m was allocated but also Technology by SEK 2.8 m and Trademarks by SEK 0.6 m. Allocation to Goodwill amounts to SEK 20.3 m. The purchase price allocation is not considered final until 12 months after the acquisition date.

JAD EXPERT JOURNALS

On 9 October 2024 Karnov Group completed the acquisition of three carved-out expert journals in France. La Lettre des Juristes d'affaires (The Business Lawyer's newsletter), Droit & Patrimoine (Law & Heritage), and NextStep Magazine. Total consideration amounts to SEK 9.0 m and was paid on closing. JAD is expected to contribute by SEK 8.3 m in net sales and SEK 1.5 m in adjusted EBITA on a yearly basis. Identified assets in the transaction was Customer relations to which SEK 3.8 m was allocated but also Trademarks by SEK 1.7 m. Allocation to Goodwill amounts to SEK 6.5 m. The purchase price allocation is not considered final until 12 months after the acquisition date.

Schultz
Legal
QSE Conseil
SAS
Information
Business
Batir Technologies
SAS
JAD
29 Apr 2024 19 Jun 2024 16 Jul
2024
9 Oct 2024
Purchase
price, MSEK
Cash
paid
on closing
date
7.6 380.8 29.2 9.1
Contingent liability 8.3 100.5 1.8 -
Total
purchase
price
15.9 481.3 31.0 9.1
Reported
amounts, MSEK
Intangible
assets: Customer relations
5.0 192.7 10.9 3.8
Intangible
assets: Technology
- - 2.8 -
Intangible
assets: Content
- 30.9 - -
Intangible
assets: Trademarks
- - 0.6 1.7
Trade
payables
and
other
liabilities
- - - -2.9
Fair value
of
other
net assets acquired
3.9 - - -
Deferred
tax
-1.2 - -3.6 -
Total
identified
net assets
7.7 223.6 10.7 2.6
Goodwill 8.2 257.7 20.3 6.5
Total 15.9 481.3 31.0 9.1

DISCONTINUED BUSINESS

ANTE

Karnov Group exited its 55.1% shareholding of Ante ApS per 25 July 2024 for a cash consideration of SEK 1. The derecognition of the fully consolidated balance sheet of Ante ApS has reduced Goodwill by SEK 13.2 m, Other intangible assets by SEK 7.1 m and other net assets by SEK 12.2 m. A loss from the transaction of SEK 8.3 m has been recognized in other operating income and expenses. YTD 2024 impact on the income statement (EBIT) from operations totals SEK -1.0 m. A potential earn out will be entitled to Karnov Group in FY 2028 contingent on the financial outcome in FY 2027. Maximum amount for earn out totals SEK 1.2 m.

LCB

Karnov Group exited its 85.9% shareholding of LCB ApS per 31 July 2024 for a cash consideration of SEK 1. The derecognition of the fully consolidated balance sheet of LCB has reduced other net assets by SEK 2.4 m. A loss from the transaction of SEK 2.6 m has been recognized in other operating income and expenses. YTD 2024 impact on the income statement (EBIT) from operations totals SEK -0.4 m.

PROCUREMENTLINK

Karnov Group exited its 49.0% shareholding of ProcurementLink ApS per 5 July 2024 for a cash consideration of SEK 1. The derecognition of ProcurementLink has reduced the consolidated balance sheet on row Investments in associated companies by SEK 12.4 m. A loss from the transaction of SEK 12.4 m has been recognized in other operating income and expenses. Karnov Group has not consolidated any share of profit or loss of ProcurementLink during the period of ownership.

NOTE 5 FAIR VALUE OF FINANCIAL INSTRUMENTS

MSEK Carrying Amount Fair value
31 Dec 2023 31 Dec 2024 31 Dec 2023
FINANCIAL ASSETS
Financial
assets at amortised
cost
Trade
receivables
450.7 411.9 450.7 411.9
Cash
and
cash
equivalents
402.8 450.6 402.8 450.6
Total
financial
assets
853.5 862.5 853.5 862.5
FINANCIAL LIABILITIES
(FVPL)
Financial
liabilities
at fair
value
through
profit
or loss
Contingent considerations 11.3 7.3 11.3 7.3
Liabilities
at amortised
cost
Trade
payables
111.9 111.3 111.9 111.3
Borrowing from
credit
institutions
2,685.8 2,206.2 2,685.8 2,206.2
Total
financial
liabilities
2,809.0 2,324.8 2,809.0 2,324.8

TRADE RECEIVABLES

Due to the short-term nature of trade receivables, their carrying amount is considered to be the same as their fair value.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents are unsecured with a short credit period and are therefore considered to have a fair value equal to the carrying amount. These are classified at level 2 in the fair value hierarchy.

CONTINGENT CONSIDERATION

The carrying amounts of contingent considerations are presented as the fair value. The fair value of the contingent considerations is estimated by calculating the present value of the future expected cash flows. These are classified at level 3 in the fair value hierarchy.

TRADE PAYABLES

Trade payables are unsecured and are usually paid within 30 days of recognition. Due to the shortterm nature of trade payables, their carrying amounts are considered to be the same as their fair value.

BORROWING FROM CREDIT INSTITUTIONS

The carrying amount of borrowings is considered to be the same as their fair values, since interest payable on those borrowings is close to current market rates. These are classified at level 2 in the fair value hierarchy.

OTHER

There have been no significant new items compared to December 31, 2023. No transfers between the levels of fair value hierarchies have taken place year-to-date in 2024.

NOTE 6 ALTERNATIVE PERFORMANCE MEASURES

Karnov's financial statements include alternative performance measures, which complement the measures that are defined or specified in applicable rules for financial reporting. Alternative performance measures are presented since, in their context, they provide clearer or more in-depth information than the measures defined in applicable rules for financial reporting.

The alternative performance measures are derived from the Group's consolidated financial reporting and are not measured in accordance with IFRS. Karnov's definition of these measures, which are not described under IFRS, is provided in the section Financial Definitions. Reconciliations of the alternative performance measures are presented below.

North South Group functions Total
MSEK Q4 Q4 Q4 Q4
2024 2023 2024 2023 2024 2023 2024 2023
Organic business 292.1 263.9 365.5 118.3 - - 657.6 382.2
Acquired business 29.3 2.1 2.1 243.0 - - 31.4 245.1
Currency 0.4 4.5 1.1 2.4 - - 1.5 6.9
Net sales 321.8 270.5 368.7 363.7 - - 690.5 634.2
Total net sales split, %
Organic growth, % 8.0% 3.8% 0.5% 3.8% - - 3.7% 3.8%
Acquired business, % 10.8% 0.8% 0.6% 212.8% - - 5.0% 66.5%
Currency effect, % 0.2% 1.7% 0.3% 2.1% - - 0.2% 1.8%
Total growth, % 19.0% 6.3% 1.4% 218.7% - - 8.9% 72.1%
EBITDA 153.1 122.0 20.8 28.1 -29.1 -23.4 144.8 126.7
EBITDA margin, % 47.6% 45.1% 5.6% 7.7% - - 21.0% 20.0%
Depreciations and amortisations -23.2 -19.0 -21.7 -21.6 -0.1 0.0 -45.0 -40.6
EBITA 129.9 103.0 -0.9 6.5 -29.2 -23.4 99.8 86.1
EBITA margin, % 40.4% 38.1% -0.2% 1.8% - - 14.5% 13.6%
Items affecting comparability -2.9 - -60.8 -38.6 1.1 2.7 -62.6 -35.9
Adjusted EBITDA 156.0 122.0 81.6 66.7 -30.2 -26.1 207.4 162.6
Adjusted EBITDA margin, % 48.5% 45.1% 22.1% 18.3% - - 30.0% 25.6%
Adjusted EBITA 132.8 103.0 59.9 45.1 -30.3 -26.1 162.4 122.0
Adjusted EBITA margin, % 41.3% 38.1% 16.2% 12.4% - - 23.5% 19.2%
Items affecting comparability
Post-closing integration costs - - -26.0 -33.5 1.1 - -24.9 -33.5
Restructuring costs -1.1 - -4.1 - -0.5 - -5.7 -
Acquisition costs -1.7 - -1.4 -5.1 - 2.7 -3.1 -2.4
Other extraordinary items -0.1 - -29.3 - 0.5 - -28.9 -
Total -2.9 - -60.8 -38.6 1.1 2.7 -62.6 -35.9
Items affecting comparability classification
Operating costs -2.9 - -60.8 -38.6 1.1 2.7 -62.6 -35.9
Depreciations and amortisations - - - - - - - -
Amortisations from acquisitions - - - - - - - -
North South Group functions Total
MSEK Jan-Dec Jan-Dec Jan-Dec Jan-Dec
2024 2023 2024 2023 2024 2023 2024 2023
Organic business 1,161.3 1,042.9 1,382.8 118.3 - - 2,544.1 1,161.2
Acquired business 54.3 7.1 3.7 1,268.1 - - 58.0 1,275.2
Currency -4.9 35.8 -4.5 2.4 - - -9.4 38.2
Net sales 1,210.7 1,085.8 1,382.0 1,388.8 - - 2,592.7 2,474.6
Total net sales split, %
Organic growth, % 7.0% 4.4% -0.4% 3.8% - - 2.8% 4.3%
Acquired business, % 5.0% 0.7% 0.3% 1,110.4% - - 2.3% 114.5%
Currency effect, % -0.5% 3.6% -0.4% 2.1% - - -0.3% 3.4%
Total growth, % 11.5% 8.7% -0.5% 1,116.3% - - 4.8% 122.2%
EBITDA 566.0 515.5 81.7 101.4 -116.2 -93.1 531.5 523.8
EBITDA margin, % 46.7% 47.5% 5.9% 7.3% - - 20.5% 21.2%
Depreciations and amortisations -85.0 -74.4 -80.6 -79.3 -0.4 -0.1 -166.0 -153.8
EBITA 481.0 441.1 1.1 22.1 -116.6 -93.2 365.5 370.0
EBITA margin, % 39.7% 40.6% 0.1% 1.6% - - 14.1% 15.0%
Items affecting comparability -39.7 -3.1 -152.5 -107.0 -22.9 -10.3 -215.1 -120.4
Adjusted EBITDA 605.7 511.3 234.2 208.4 -93.3 -82.8 746.6 636.9
Adjusted EBITDA margin, % 50.0% 47.1% 16.9% 15.0% - - 28.8% 25.7%
Adjusted EBITA 520.7 441.5 153.6 129.1 -93.7 -82.9 580.6 487.7
Adjusted EBITA margin, % 43.0% 40.7% 11.1% 9.3% - - 22.4% 19.7%
Items affecting comparability
Post-closing integration costs - - -114.3 -93.1 -2.4 -6.1 -116.7 -99.2
Restructuring costs -31.4 -3.1 -4.3 - -9.9 - -45.6 -3.1
Acquisition costs -7.9 - -3.3 -13.9 0.4 -4.2 -10.8 -18.1
Other extraordinary items -0.4 - -30.6 - -11.0 - -42.0 -
Total -39.7 -3.1 -152.5 -107.0 -22.9 -10.3 -215.1 -120.4
Items affecting comparability classification - - - - - - - -
Operating costs -39.7 4.2 -152.5 -107.0 -22.9 -10.3 -215.1 -113.1
Depreciations and amortisations - -4.6 - - - - - -4.6
Amortisations from acquisitions - -2.7 - - - - - -2.7

NOTE 6 ALTERNATIVE PERFORMANCE MEASURES, CONT.

ADJUSTED FREE CASHFLOW

Q4 Jan-Dec
MSEK 2024 2023 2024 2023
Cash
flow
from
operating activities
209.3 194.8 315.5 337.0
Acquisition of
intangible
and
tangible
assets
-46.5 -47.7 -167.7 -163.0
Payment of
lease
liabilities
-15.0 -25.2 -64.1 -63.4
Free cash
flow
147.8 121.9 83.7 110.6
Items affecting
comparability
62.6 35.9 215.1 120.4
Adjusted
free
cash
flow
210.4 157.8 298.8 231.0

NET DEBT

MSEK 31 Dec 2024 31 Dec 2023
Borrowing from
credit
institutions, long
term
2,570.9 2,123.0
Borrowing from
credit
institutions, short
term
114.9 83.2
Cash
and
cash
equivalents
-402.8 -450.6
Net debt 2,283.0 1,755.6

LEVERAGE RATIO

MSEK 31 Dec 2024 31 Dec 2023
Adjusted
EBITDA LTM *
771.6 636.9
Net debt 2,283.0 1,755.6
Leverage ratio 3.0 2.8

* Please note that LTM Adjusted EBITDA includes proforma numbers from Schultz acquisition in 2024 which has an impact on leverage ratio for Q4 2024. See more information regarding acquisitions in note 4.

Q4 Q3 Q2 Q1 Q4
MSEK 2024 2024 2024 2024 2023
Income statement
Net sales 690.5 647.7 622.8 631.7 634.2
EBITDA 144.8 122.7 117.9 146.1 126.7
EBITDA margin, % 21.0% 18.9% 18.9% 23.1% 20.0%
EBITA 99.8 80.0 78.4 107.3 86.1
EBITA margin, % 14.5% 12.4% 12.6% 17.0% 13.6%
Adjusted
EBITA
162.4 143.1 131.6 143.5 122.0
Adjusted
EBITA margin, %
23.5% 22.1% 21.1% 22.7% 19.2%
(EBIT)
Operating profit
43.6 23.1 24.4 54.9 34.1
EBIT margin, % 6.3% 3.6% 3.9% 8.7% 5.4%
Net financial
items
-48.9 -37.6 -24.8 -69.6 -9.2
Profit
for
the
period
-9.8 -12.3 0.8 -11.8 23.5
Balance
sheet
Non-current assets 6,455.6 6,366.1 6,468.0 6,082.2 5,956.6
Current assets 1,033.5 908.4 1,020.7 1,149.1 975.9
Cash
and
cash
equivalents
402.8 370.7 494.3 523.7 450.6
Equity 2,373.5 2,346.2 2,376.7 2,399.4 2,337.1
Non-current liabilities 3,165.7 3,131.7 3,172.0 2,853.2 2,775.3
Current liabilities 1,949.9 1,796.6 1,940.0 1,978.7 1,820.1
TOTAL ASSETS 7,489.1 7,274.5 7,488.7 7,231.3 6,932.5
Q4 Q3 Q2 Q1 Q4
MSEK 2024 2024 2024 2024 2023
Cash
flow
Cash
flow
from
operating activities
209.3 -42.4 17.4 131.2 194.8
Cash
flow
from
investing activities
-55.6 -69.8 -430.5 -46.0 -43.9
Cash
flow
from
financing
activities
-122.4 -15.3 393.7 -20.2 -21.8
Cash
flow
for
the
period
31.2 -127.5 -19.4 65.0 129.1
Key ratios
Net working
capital
-916.4 -888.0 -919.3 -829.5 -844.2
Equity/asset ratio, % 31.7% 32.3% 31.7% 33.2% 33.7%
Adjusted
free
cash
flow
210.4 -32.1 13.9 106.6 157.8
Net debt 2,283.0 2,270.6 2,163.1 1,769.5 1,755.6
Share
data:
(thousands)
Weighted
average number
of
ordinary
shares
107,876 107,876 107,876 107,876 107,876
Earnings per share,
basic,
SEK
-0.09 -0.11 0.01 -0.11 0.22
Earnings per share,
after
dilution,
SEK
-0.09 -0.11 0.01 -0.11 0.22
Q4 Jan-Dec
MSEK 2024 2023 2024 2023
Employee
benefit
expenses
-4.6 -1.8 -9.2 -5.3
Depreciations and
amortisations
- - -0.1 -0.1
Other
operating income and
expenses
24.9 -9.6 -17.1 -15.4
Operating profit
(EBIT)
20.3 -11.4 -26.4 -20.8
Financial
income
33.6 132.3 145.8 185.7
Financial
expenses
-24.7 -18.6 -89.6 -37.3
Dividend
received
- - - 45.0
Net financial
items
8.9 113.7 56.2 193.4
Group contributions 30.0 42.7 30.0 42.7
Profit
before
tax
59.2 145.0 59.8 215.3
Tax on profit
for
the
period
2.6 5.2 2.6 -
Profit
for
the
period
61.8 150.2 62.4 215.3
Total
comprehensive
income
61.8 150.2 62.4 215.3
MSEK 31 Dec 2024 31 Dec 2023
ASSETS:
Receivables
from
group companies
2,940.8 2,522.5
Investments in group companies 1,169.2 1,161.8
Right-of-use
assets
0.5 -
Deferred
tax assets
2.5 -
Total
non-current assets
4,113.0 3,684.3
Receivables
from
group companies
91.8 70.0
Prepaid
expenses
1.0 0.9
Other
receivables
0.2 0.7
Current tax receivables 2.3 2.3
Cash
and
cash
equivalents
336.2 16.4
Total
current assets
431.5 90.3
TOTAL ASSETS 4,544.5 3,774.6
MSEK 31 Dec 2024 31 Dec 2023
EQUITY AND LIABILITIES:
Restricted
equity
Share
capital
1.7 1.7
Non-restricted
equity
Share
premium
2,654.0 2,654.0
net profit
for
Retained
earnings including
the
period
111.2 41.3
Total
equity
2,766.9 2,697.0
Lease liabilities 0.3 -
Borrowing from
group companies
26.5 55.4
Borrowing from
credit
institutions
1,304.9 899.5
Total
non-current liabilities
1,331.7 954.9
Borrowing from
credit
institutions
114.9 83.2
Trade
payables
2.3 1.2
Borrowing from
group companies
323.0 34.1
Accrued
expenses
4.2 4.1
Leasing liabilities,
short
term
0.2 -
Other
current liabilities
1.3 0.1
Total
current liabilities
445.9 122.7
TOTAL EQUITY AND LIABILITIES 4,544.5 3,774.6

This interim report contains references to a number of performance measures. Some of these measures are defined in IFRS standards, while others are alternative measures, which are not reported in accordance with applicable financial reporting frameworks or other legislation. These measures are used by Karnov to help both investors and management to analyse the Group's operations. The measures used in this interim report are described below, together with definitions and the reason for their use.

Key ratio Definition Reason for use
Acquired growth Change in net sales during the current period attributable to acquired units,
excluding currency effects, in relation to net sales for the corresponding period of
the preceding year. Net sales of acquired units are defined as acquired growth
during a period of 12 months commencing the respective acquisition date.
The measure is used as a complement to organic growth and provides an
improved understanding for Karnov's growth.
Adjusted EBITA EBITA adjusted for the impact of items affecting comparability. The measure shows the profitability from the business, adjusted for the impact of
items affecting comparability and amortisation of capital expenditures related to
acquisitions.
Adjusted EBITA margin Adjusted EBITA as a percentage of net sales. The measure shows the underlying profitability generated from the current
operations over time, adjusted for items affecting comparability.
Adjusted EBITDA EBITDA adjusted for the impact of items affecting comparability. The measure is used since it facilitates the understanding of the operating profit,
excluding items affecting comparability, financing, depreciation and amortisation.
Adjusted EBITDA margin Adjusted EBITDA as a percentage of net sales. The measure shows operational profitability over time, excluding items affecting
comparability, financing, depreciation and amortisation.
Adjusted free cash flow Cash flow from operating activities less capital expenditure
and leasing liabilities
and adjusted for cash effect of items affecting comparability
The measure is used since it shows how efficiently adjusted cash flow from
operating activities is translated into a concrete contribution to Karnov's financing.
Annual run-rate synergies Realised synergies by the end of the period on an annualised
basis.
The definition is used as a complement to disclose future savings from different
cost-saving initiatives.
Average number of full-time
employees (FTEs)
Average number of full-time employees during the reporting period. Non-financial key ratio.
Earnings per share Earnings per share for the period in SEK attributable to the parent company's
shareholders, in relation to weighted average number of outstanding shares before
and after dilution.
IFRS key ratio.
EBITA Earnings before financial items and taxes, excluding acquisition related purchase
price allocation (PPA) amortisation.
The measure shows the profitability from the business, adjusted for acquisition
related purchase price allocation (PPA) amortisation.
EBITA margin EBITA as a percentage of net sales. The measure shows the profitability over time for the underlying business (i.e.,
excluding PPA amortisation) in relation to net sales.
EBITDA Earnings before depreciation and amortisation, financial items, and taxes. The measure shows the operating profitability before depreciation and
amortisation.
EBITDA margin EBITDA as a percentage of net sales. The measure shows operational profitability over time, regardless of financing,
depreciation and amortisation.
Equity/asset ratio (%) Equity divided by total assets. The measure can be used to assess Karnov's financial stability.
Key ratio Definition Reason for use
Items affecting comparability Items affecting comparability includes items of a significant character that distort
comparisons over time.
The measure is used for understanding the financial performance over time.
Leverage ratio (Net
debt/adjusted EBITDA LTM
excluding leasing liabilities)
Net debt on the balance sheet date divided by adjusted EBITDA for the last twelve
months (LTM), excluding leasing liabilities.
Adjusted EBITDA LTM is adjusted for
items affecting comparability and including proforma consolidation of acquired
EBITDA.
Relevant to analyse to ensure that Karnov has an appropriate financing structure.
Net debt Total net borrowings including capitalised bank costs less cash and cash
equivalents.
The measure is used since it allows for an assessment of whether Karnov has an
appropriate financing structure.
Net sales (online) Net sales from online products. The measure is used since it facilitates the understanding of total net sales and
the breakdown of net sales.
Net sales (offline) Net sales from printed products and training. The measure is used since it facilitates the understanding of total net sales and
the breakdown of net sales.
Operating profit (EBIT) Profit for the period before financial items and taxes. The measure is used since it enables comparisons of the profitability regardless of
the capital structure or tax situation.
Organic growth Change in net sales during the current period, excluding acquisitions and currency
effects, in relation to net sales for the corresponding period of the preceding year.
Acquisitions are included in organic net sales after a period of 12 months.
The measure is used since it shows Karnov's ability to generate growth through
increases of, among other things, volume and price in its existing business.

Currency r

Closing
rate
Average rate
Oct-Dec 2024
Average rate
Jan-Dec 2024
Closing
rate
31 Dec 2023
Average rate
Oct-Dec 2023
Average rate
Jan-Dec 2023
31 Dec 2024
1 DKK is equivalent
to SEK
1.5398 1.5415 1.5325 1.4889 1.5375 1.5395
1 NOK is equivalent
to SEK
0.9697 0.9781 0.9833 0.9871 0.9843 1.0049
1 EUR is equivalent
to SEK
11.4865 11.4975 11.4307 11.0960 11.4663 11.4707

ATES

OTHER

Amounts in tables and combined amounts have been rounded off on an individual basis. Minor differences due to this rounding off may, therefore, appear in the totals. Figures commented in the text are presented in million SEK unless otherwise stated. Comparative figures from previous

period are presented in brackets. The interim report is published in Swedish and English. In case of any differences between the English version and the Swedish original text, the Swedish version shall prevail.

Karnov Group clears the path to justice, providing mission critical knowledge and workflow solutions to European professionals in the areas of legal, tax and accounting, and environmental, health and safety. Karnov was founded on one man's belief that access to the law is the foundation of every great society and our legacy dates back to 1823. Over time, the Karnov Group has evolved from a traditional publishing company to a digital legal knowledge provider.

Our mission is to be an indispensable partner for all legal, tax and accounting professionals and enable our users to make better decisions, faster by delivering the highest quality of content within a state-of-the-art user experience to support their workflow efficiency.

Our solutions are largely digital, and we offer subscriptionbased online solutions for law firms, tax and accounting firms, corporates and the public sector including courts, universities, public authorities and municipalities. Karnov also publishes and sells books and journals and hosts legal training courses.

With strong brands such as Karnov, Norstedts Juridik, Aranzadi LA LEY, Lamy Liaisons, Jusnet, Notisum, Echoline, QSE Conseil, DIBkunnskap, DIB Viden, BELLA Intelligence, Karnov Group delivers knowledge and insights to more than 400,000 users.

Karnov's is organised into two geographical financial reporting segments and the product offering, subject to a few variations, is similar in all countries.

Denmark: Legal, tax and accounting online and offline products and solutions and EHS compliance solutions

Sweden: Legal, tax and accounting online and offline products and solutions and EHS compliance solutions

Norway: Tax and accounting online workflow tools

France: Legal online and offline products and solutions, EHS compliance solutions and legal training

Spain and Portugal: Legal online and offline products and solutions and legal training

With offices in Sweden, Denmark, Norway, France, Spain and Portugal, Karnov Group employs around 1,200 people.

The Karnov share is listed on Nasdaq Stockholm, Mid Cap segment, under the ticker "KAR".

400,000+ USERS

7,000+ SPECIALISTS

~1,200 EMPLOYEES

Karnov Group AB (publ) Corp. Id. 559016-9016 Registered office: Stockholms län Head office: Warfvinges väg 39, 112 51 Stockholm, Sweden Tel: +46 8 587 670 00 www.karnovgroup.com

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