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Multiconsult

Annual Report Feb 6, 2024

3667_rns_2024-02-06_5c8490b7-75dc-492b-82a7-6a14c0fb6533.pdf

Annual Report

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Q4 AND FULL YEAR | 2023 INTERIM REPORT

1

multiconsult-ir.com

CEO comments

Multiconsult ended 2023 with a good fourth quarter. The quarter was influenced by high activity, solid order intake, increased capacity, and overall good operational performance. The robust organic growth observed throughout the year, continued in the last quarter. There was increased M&A activity, both in Norway and Sweden in the quarter. We are pleased to see that our efforts to encourage increased co-ownership among employees has been successful and almost 50 per cent of our employees participated in this year's share purchase program.

We registered a strong organic revenue growth of 16.1 per cent in the quarter. Net operating revenues grew by 20.8 per cent to NOK 1.4 billion in the quarter, and by 14.6 per cent to NOK 4.8 billion for the year. It is reassuring to see that we have maintained a solid growth momentum and at the same time delivered good profitability throughout the year.

Reflecting on the accomplishments over the past year, I am filled with pride and gratitude for the dedication and hard work contributed by each and every one of our employees. Our collective journey has led to remarkable achievements towards our shared goals. At the core of our success lies a culture of putting our employees and customers first. I am continually inspired by the collective efforts, from senior staff who warmly welcome new colleagues to the innovative thinkers who drive our projects forward. The successful training and onboarding of new hires during the autumn has notably contributed to an increased billing ratio of 71.8 per cent in fourth quarter. It is through hard work and dedication from the whole team that we consistently meet expectations and deliver exceptional projects for our clients. We gain increased trust and win new exciting projects; all of which lead to financial results we are proud to achieve.

We are experiencing greater market fluctuations and uncertainty compared to recent years. This requires additional market monitoring and that we react quickly to fluctuations. The solid sales achieved in the fourth quarter and throughout 2023 demonstrates that we have succeeded in addressing these challenges. In the quarter, we registered an order intake of NOK 1.4 billion, contributing to a total of NOK 6.9 billion for the year. The strong sales throughout the year leads to an order backlog of NOK 4.9 billion, up 35.3 per cent compared to the end of last year.

During the quarter, we have carried out a successful initiative for increased co-ownership among employees. Consequently, over 80 per cent of the company's employees hold shares in Multiconsult ASA, with co-owners represented in all subsidiaries. The incentive also led to significantly higher participation in the annual share purchase program where 47 per cent of employees decided to invest own capital in the company. I am delighted by the fantastic response the

initiative gave among our employees, and I am confident that this will have a positive impact for Multiconsult's further growth, development, and profitability – making a positive impact for all shareholders.

We look back on a year with record high sales, great growth, good profitability, and a strong and diversified order backlog. This illustrates and emphasises the advantage of Multiconsult' s flexible business model, which helps us to quickly reallocate resources to growing markets, while at the same time maintaining our position in stable markets. We experienced the benefits of this approach in 2023.

I am grateful to our customers for their trust in us to provide solutions to the challenges we face in the projects. The continuous demand for our services is a reflection of the strong skills that our employees possess. We observe a continuous need for competence within growth areas such as renewable energy, energy transformation, as well as energy efficiency in both new and existing infrastructure. In recent time we have experienced extreme weather conditions in several of the geographical areas we operate in. Our ability to serve society with safe working methods, climate adaptation and use of low emission materials is vital to meet the challenges facing us. I feel confident that Multiconsult is well positioned for further success.

Grethe Bergly

CEO of Multiconsult ASA

Highlights Q4

Fourth quarter

  • \ Good overall performance with improved earnings and strong growth
  • \ Net operating revenues increased to NOK 1 361.5 million (1 126.7)
    • The organic revenue growth for the quarter was 16.1 per cent
  • \ EBITA of NOK 118.4 million (96.8), equal to an EBITA margin of 8.7 per cent (8.6)
  • \ EBITA adjusted for one-offs was NOK 145.1 million (96.8), equal to an EBITA margin 10.7 per cent (8.6)
    • Adjusted for one-offs related to share ownership programme and restructuring cost
  • \ Other operating expenses of NOK 164.7 million (147.2)
    • Other opex ratio (ex. IFRS 16) of 15.9 per cent (17.2)
  • \ Strong order intake of NOK 1 431 million (1 559)
  • \ Billing ratio of 71.8 per cent (70.3), up 1.5pp
  • \ Full-time equivalents (FTE) increased by 11.5 per cent, to 3 523 (3 161)
  • \ Increased M&A activity, four strategic acquisitions announced since last quarter
  • \ Despite the persisting levelling off in the market announced last quarter, the overall market outlook has slightly improved compared to previous quarter

Full year 2023

  • \ Net operating revenues of NOK 4 802.5 million (4 189.2)
    • The organic revenue growth for the period was 12.1 per cent
  • \ EBITA of NOK 419.5 million (408.5), equal to an EBITA margin of 8.7 per cent (9.8)
  • \ EBITA adjusted for one-offs was NOK 446.2 million (408.5), equal to an EBITA margin of 9.3 per cent (9.8)
    • Adjusted for one-offs related to share ownership programme and restructuring cost
  • \ Order intake at a high level of NOK 6 926 million (5 195)
  • \ High order backlog of NOK 4 883 million (3 608)
  • \ Other operating expenses of NOK 592.6 million (528.1)
    • Other opex ratio (ex. IFRS 16) of 16.5 per cent (17.0)
  • \ Full-time equivalents (FTE) increased by 8.1 per cent, to 3 388 (3 134)
  • \ Net profit of NOK 316.6 million (303.0)
  • \ Earnings per share NOK 11.56 (11.06)
  • \ Proposed dividend of NOK 8.00 per share as ordinary dividend

0%

4%

Consolidated key figures

Financial
Net operating revenues
1 361.5
1 126.7
4 802.5
Employee benefit expenses
1 008.3
833.1
3 553.6
Other operating expenses
164.7
147.2
592.6
EBITDA
188.6
146.4
656.3
EBITDA margin
13.9%
13.0%
13.7%
FY 2022
4 189.2
3 051.0
528.1
610.2
14.6%
EBITA
118.4
96.8
419.5
408.5
EBITA margin
8.7%
8.6%
8.7%
9.8%
EBITA adjusted 1)
145.1
96.8
446.2
408.5
EBITA margin adjusted 1)
10.7%
8.6%
9.3%
9.8%
Reported profit for the period
112.9
75.6
316.6
303.0
Earnings per share (EPS)
4.10
2.77
11.56
11.06
Operational
Other opex ratio (ex. IFRS 16)
15.9%
17.2%
16.5%
17.0%
Billing ratio
71.8%
70.3%
70.8%
70.6%
Number of employees
3 749
3 353
3 749
3 353
Full-time equivalents (FTE)
3 523
3 161
3 388
3 134
Order intake
1 431
1 559
6 926
5 195
Order backlog
4 883
3 608
4 883
3 608

1) Note to comparable figure Q4 2023: EBITA adjusted of NOK 145.1 million, 10.7 per cent margin is adjusted for one-offs related to share ownership programme (NOK 18.7 million) and restructuring cost (NOK 8.0 million). Reported EBITA of NOK 118.4 million, 8.7 per cent margin.

Net operating revenues

EBITA

0

83

50

Note to comparable figure: Q4 2023: EBITA adjusted of NOK 145.1 million, 10.7 per cent margin is adjusted for one-offs related to share ownership programme (NOK 18.7 million) and restructuring cost (NOK 8.0 million). Reported EBITA of NOK 118.4 million, 8.7 per cent margin.

Q4 2020 Q1 Q2 Q3 Q4 2021 Q1 Q2 Q3 Q4 2022 Q1 Q2 Q3 Q4 2023

91 97 118

Fourth quarter and full year 2023

Multiconsult ended the year with a good quarter. The performance was influenced by high activity, increased capacity through organic growth, and overall good operational performance throughout the year. Net operating revenues grew by 20.8 per cent to NOK 1 361.5 million in the quarter, and by 14.6 per cent to NOK 4 802.5 million for the year. The robust organic revenue growth observed has continued and came in at 16.1 per cent for the quarter. EBITA for the full year came in at NOK 419.5 million (408.5), while EBITA adjusted for one-offs was NOK 446.2 million, a 9.3 per cent margin. Multiconsult's fourth quarter EBITA adjusted for one-offs amounted to NOK 145.1 million, reflecting a margin of 10.7 per cent.

The result for the fourth quarter was impacted positively by a higher billing ratio, higher average billing rates and improved project execution. One-offs related to the announced share ownership programme and restructuring cost had a negative impact on the results. As a result of successful onboarding and training of new hires, the billing ratio came in at 71.8 per cent, 1.5pp higher than the comparable quarter last year. Order intake during the year was NOK 6 926 million and NOK 1 431 million in the fourth quarter, resulting in a diversified and strong order backlog going into 2024.

The board of directors proposes a dividend of NOK 8.00 per share to be paid as ordinary dividend for 2023.

Financial review

Multiconsult group ("Multiconsult" or "the group") comprises Multiconsult ASA ("parent company" or "company") and all subsidiaries and associated companies. Comparable text, and figures in brackets reflect the same period prior year or relevant balance sheet date in 2022.

Group results

Fourth quarter 2023 Multiconsult group

Net operating revenues amounted to NOK 1 361.5 million (1 126.7), an increase of 20.8 per cent compared to the same quarter last year. The organic revenue growth amounted to 16.1 per cent. The increase in net operating revenues was mainly driven by higher capacity, reflected by an increase in full-time equivalents (FTE) of 11.5 per cent. The billing ratio increased to 71.8 per cent (70.3) and contributed positively to growth in net operating revenues. Additionally, higher billing rates made positive contribution to the growth in net operating revenues.

Operating expenses consist of employee benefit expenses and other operating expenses. Operating expenses increased by 19.7 per cent to NOK 1 172.9 million (980.3) compared to the same quarter in 2022. Employee benefit expenses increased by 21.0 per cent due to ordinary salary adjustment, increased manning level from acquisitions, significant increase in net recruitment, higher cost from the increased employer contribution tax and the employee ownership programme initiated in the quarter. Other operating expenses increased to NOK 164.7 million (147.2), an increase of 11.9 per cent mainly due to higher office expenditure including acquired companies, IT-cost and cost increase in general.

EBITDA was NOK 188.6 million (146.4), an increase of 28.8 per cent compared to the same period last year, reflecting an EBITDA margin of 13.9 per cent (13.0) in the quarter.

EBITA was NOK 118.4 million (96.8), an increase of 22.3 per cent y-o-y, reflecting an EBITA margin of 8.7 per cent (8.6) in the quarter.

EBITA adjusted for one-offs was NOK 145.1 million, reflecting an EBITA margin of 10.7 per cent (8.6) in the quarter. Oneoffs related to cost of share ownership programme of NOK 18.7 million and restructuring cost of NOK 8.0 million are adjusted for.

Net financial items were an income of NOK 15.7 million (expense of NOK 9.9 million). Increase related to higher interest-bearing liabilities and higher interest rates were offset by net currency gains and increase in other financial income due to reversal of earn-out obligation in connection with Roar Jørgensen AS and remeasurement of A-lab put option obligation.

Group tax rate was 14.6 per cent (19.1), calculated based on group results. The decrease, in per cent, compared to same quarter last year is related to higher non-taxable income and changes in deferred taxes recognised in the quarter.

Reported profit for the period was NOK 112.9 million (75.6). Earnings per share for the quarter were NOK 4.10 (2.77).

Full year Multiconsult group

Net operating revenues increased by 14.6 per cent to NOK 4 802.5 million (4 189.2). The organic revenue growth amounted to 12.1 per cent adjusted for calendar effect and acquisition. The increase in net operating revenues was mainly driven by higher capacity, reflected by an increase in full-time equivalents (FTE) by 8.1 per cent. A higher billing ratio of 70.8 per cent (70.6) and higher billing rates contributed positively to the increase in net operating revenues.

Operating expenses consist of employee benefit expenses and other operating expenses. Operating expenses increased by 15.8 per cent to NOK 4 146.2 million (3 579.1) compared to last year. Employee benefit expenses increased by 16.5 per cent and amounted to NOK 3 553.6 million (3 051.0), an increase mainly driven by ordinary salary adjustment, increased manning level from acquisitions and net recruitment. Other operating expenses increased by 12.2 per cent to NOK 592.6 million (528.1), mainly due to higher office expenditure including office expenses from acquired companies, cost related to a higher manning level, IT-cost and cost increase in general.

EBITDA was NOK 656.3 million (610.2), an increase of 7.6 per cent compared to last year, reflecting an EBITDA margin of 13.7 per cent (14.6).

EBITA was NOK 419.5 million (408.5).

EBITA adjusted for one-offs was NOK 446.2 million, reflecting an EBITA margin of 9.3 per cent (9.8).

Net financial items were an expense of NOK 25.3 million (31.3). Increase in financial expenses related to higher currency losses, higher interest-bearing liabilities, and higher interest rates. Increase in financial income related to reversal of earn-out obligation in connection with Roar Jørgensen AS and remeasurement of A-lab put option obligation at year end, increased currency gains and increased interest income compared to last year.

Group tax rate was 20.0 per cent (21.7), calculated based on group results. The decrease, in per cent, compared to last year was related to higher non-taxable income and changes in deferred taxes recognised in the period.

Reported profit for the period was NOK 316.6 million (303.0). Earnings per share for the period were NOK 11.56 (11.06).

Calendar effect: In 2023 there was, on average, one less working day compared to 2022. This has an estimated negative impact of NOK 21.2 million on net operating revenues and EBITA for the group when comparing the two periods.

Financial position, cash flow and liquidity Fourth quarter 2023 Multiconsult group

Total assets amounted to NOK 3 880.0 million (3 645.2, Sep 2023), and total equity amounted to NOK 1 080.3 million (964.9, Sep 2023). The group held cash and cash equivalents of NOK 278.1 million (58.8 Sep 2023), with no drawdown on cash pool (drawdown on cash pool of NOK 128.5, Sep 2023).

Net interest-bearing liabilities amounted to NOK 937.7 million (1 270.3, Sep 2023). Adjusted for IFRS 16 lease obligations, net interest-bearing debt was NOK 138.0 million (440.2, Sep 2023).

Net cash flow from operating activities was positive NOK 416.2 million (457.3). Net cash flow from operating activities was affected by change in working capital. The change in working capital in the quarter was within normal fluctuations.

Net cash flow used in investment activities was NOK 47.7 million (54.5). Ordinary asset replacement amounted to NOK 20.9 million (9.7). Net cash paid for acquisitions were NOK 25.3 million.

Net cash flow from financing activities amounted to negative NOK 22.4 million (negative NOK 244.4 million) which was affected by drawdown on the revolving credit facility of NOK 50.0 million and instalments on lease liabilities and purchase of treasury shares.

Full year Multiconsult group

Net cash flow from operating activities was positive NOK 423.3 million (561.6) in the period. Net cash flow from operating activities was affected by change in working capital.

Net cash flow used in investment activities was NOK 193.3 million (94.0). Ordinary asset replacement amounted to NOK 99.0 million (41.9). Net cash paid for the acquisitions were NOK 92.6 million.

Net cash flow from financing activities amounted to negative NOK 73.0 million (negative NOK 511.2 million) which was affected by paid dividend, drawdown on the revolving credit facility of NOK 450.0 million, instalments on lease liabilities and purchase of treasury shares.

People and organisation

Starting from the year 2023, the group has adopted the practice of incorporating full-time equivalents (FTE) into its reporting as a meaningful measure of capacity. The number of full-time equivalents (FTE) equals total hours reported in the period converted to the equivalent number of full-time positions. Full-time equivalents (FTE) will be reported for the Multiconsult group and for the four segments. In addition, Multiconsult group will continue to report the number of employees measured at the end of the period.

The number of full-time equivalents (FTE) in the quarter amounted to 3 523 (3 161), an increase of 11.5 per cent compared to same quarter last year. At the end of the fourth quarter the total number of employees was 3 749 (3 353), an increase of 396 employees y-o-y, a 11.8 per cent growth.

In 2015 Multiconsult ASA introduced a share purchase programme for employees. In connection with this, and over time, the company holds variable position of treasury shares. For the year 2023, the programme was replaced by an employee ownership programme. This programme consists

of two parts: (i) Share purchase programme and (ii) Share ownership programme. The share ownership programme was successfully launched in the quarter and over 80 per cent of employees are now owners. The annual share purchase programme was concluded with record high participation of 47 per cent.

Multiconsult conducted a new employee engagement survey during the quarter. The engagement score is aligned with that of benchmark companies, and the employee net promoter score remains slightly higher than benchmark, indicating a high level of employee satisfaction.

Markets, order intake and backlog

Fourth quarter 2023

The size and timing of execution of the order backlog varies significantly between the business areas and locations. The order backlog does not reflect the total expected volume related to frame agreements and includes only call-offs that have been signed under these agreements.

Multiconsult group reports on markets, order intake and backlog through the following four business areas:

  • \ Buildings & Properties
  • \ Mobility & Transportation
  • \ Energy & Industry
  • \ Water & Environment

The total consolidated order intake in the quarter amounted to NOK 1 431 million (1 559), a decrease of 8.2 per cent y-oy. The order backlog is high, and with a diversified portfolio distributed among all business areas. At the end of the year the order backlog was NOK 4 883 million (5 093, Sep 2023), a decrease of 4.1 per cent compared to the third quarter 2023 and a growth of 35.4 per cent y-o-y.

Buildings & Properties

Throughout the quarter, the market associated with business area Buildings & Properties continued with stable activity and the market development has levelled off with no significant changes throughout the quarter. The market has experienced regional differences, with certain areas within the market slowing down due to factors such as high inflation, cost increases, budget cuts, and uncertainty regarding return on investments. These challenges are still particularly noticeable within housing and commercial buildings which are a significant part of the market for our architectural services. During the quarter positive developments has continued in specific areas, including defence projects and energy-saving initiatives, as well as rehabilitation of existing buildings. The order backlog was high going into the quarter and has continued at a high level throughout the quarter.

Among projects included in the order intake during the quarter were:

  • \ Nye Drammen Sykehus (ENG: Drammen Hospital)
  • \ Forsvarsbygg (ENG: The Norwegian Defence Estates Agency)
  • \ New Rikshospitalet

Mobility & Transportation

Throughout the quarter, the market associated with business area Mobility & Transportation, continued at a high and stabile level in both Norway, Sweden and Poland. Multiconsult has a strong position with a strong order backlog and large ongoing projects. The recent announced contracts for road projects and two different railway projects during the quarter align well with Multiconsult's core business and is important contracts for the business area.

Among projects included in the order intake during the quarter were:

  • \ Furnesbakken Stange (rail)
  • \ Spikkestadline (rail)
  • \ Fv. 353 Rugtvedt Surtebogen (road)
  • \ Fv. 44 Vassvik Hellvik bru (bridge)

Energy & Industry

Throughout the quarter, the market associated with business area Energy & Industry maintained at a high activity level. Notably, there was a steady and strong demand within projects associated with the green shift and increased energy demand, such as limited supply from main grid lines. The order backlog has remained at a high level for an extended period and continues to be robust entering 2024. Additionally, during the quarter, positive effects were observed from increased demand for services related to the industry within aquaculture.

Among projects included in the order intake during the quarter were:

  • \ Statnett substations
  • \ Design waste disposal facility, Moss
  • \ Andfjord Salmon, with Hæhre Entreprenør AS

Water & Environment

Throughout the quarter, the market associated with Water & Environment business area remained stable, with growing demand for water and sewage infrastructure projects. There were still some delays in public tender processes, which affect the introduction of new projects. Order intake during the quarter was strong due to the contracts related to Water supply to Oslo. Additionally, a limited number of new opportunities have materialised into tender processes for Multiconsult during the quarter.

Segments

Multiconsult is organised in four reporting segments, Region Oslo, Region Norway, Architecture and International.

From the second quarter of 2023, and due to the acquisition of A-lab, the segment Architecture was introduced, which incorporates the financial statements from A-lab and LINK Arkitektur. Moreover, as from the fourth quarter 2022, segment Energy was incorporated in Region Oslo and Region Norway to streamline our organisation and optimise utilisation of our total capability within energy and industry. When presenting the financial reports, the comparison to previous periods is made on the new structure. Please review note 3 - Accounting Policies for further information.

Region Oslo

This segment offers services in four business areas and comprises the Oslo region, including the Lillehammer office and Large Projects in Norway and the subsidiary Multiconsult UK.

Key figures – Region Oslo

Amounts in NOK million Q4
2023
Q4
2022
FY
2023
FY
2022
Net operating revenues 533.9 430.0 1 873.6 1 649.2
EBITA 86.5 55.7 249.6 224.0
EBITA % 16.2% 13.0% 13.3% 13.6%
Billing ratio 72.1% 71.9% 71.9% 71.9%
Full-time equivalents (FTE) 1 127 1 075 1 089 1 034

Fourth quarter 2023 Region Oslo

Net operating revenues in the quarter was NOK 533.9 million (430.0), an increase of 24.2 per cent compared to the same quarter last year. The increase in net operating revenues was mainly driven from higher capacity, reflected by an increase in full-time equivalents (FTE) by 4.8 per cent. Additionally, good operational performance, higher billing rates, and an increased billing ratio of 0.2pp made positive contributions to the growth in net operating revenues.

Operating expenses amounted to NOK 439.2 million (371.6), an increase of 18.2 per cent. Employee benefit expenses was NOK 348.5 million (288.7), an increase of 20.7 per cent. The increase was mainly driven by ordinary salary adjustment and increase in net recruitment. Other operating expenses amounted to NOK 90.7 million (82.9), an increase of 9.3 per

The increasing emphasis on sustainability and climate adaptation across different sectors opens new markets and increased demand for advisory services in areas such as natural hazard, nature restoration and environmental services.

Among projects included in the order intake during the quarter were:

  • \ Water supply to Oslo
  • \ Espeland Vannbehandlingsanlegg (Eng. Water treatment plant)

cent. The increase in other operating expenses was mainly driven by higher shared service cost mainly related to the share ownership programme.

Region Norway

This segment offers services in four business areas and comprises all offices outside the Region Oslo, with presence in all larger cities and several other locations in Norway.

Key figures – Region Norway

Amounts in NOK million Q4
2023
Q4
2022
FY
2023
FY
2022
Net operating revenues 540.9 477.3 1 960.0 1 742.9
EBITA 47.0 50.6 165.6 194.0
EBITA % 8.7% 10.6% 8.4% 11.1%
Billing ratio 70.5% 70.3% 70.2% 70.0%
Full-time equivalents (FTE) 1 266 1 074 1 213 1 091

Fourth quarter 2023 Region Norway

Net operating revenues amounted to NOK 540.9 million (477.3) an increase of 13.3 per cent compared to the same quarter last year. The main driver behind the increase in net operating revenues was higher capacity, reflected in a 17.9 per cent growth in full-time equivalents (FTE). A higher billing ratio of 70.5 per cent (70.3) and higher billing rates contributed positively to the increase in net operating revenues.

Operating expenses amounted to NOK 484.5 million (419.8), an increase of 15.4 per cent. Employee benefit expenses amounted to NOK 368.7 million (320.2), an increase of 15.1 per cent due to ordinary salary adjustment and a significant increase in net recruitment. Other operating expenses amounted to NOK 115.8 million (99.6), an increase of 16.2 per cent. The increase in other operating expenses was mainly driven by higher shared service cost mainly related to the share ownership programme, and increased expenditure in general.

Architecture

This segment comprises the architecture firms LINK Arkitektur and A-lab with offices in Norway, Sweden, Denmark and Portugal and offers services in the two business areas: Buildings & Properties and Energy & Industry.

The acquisition of A-lab was successfully completed during the year and is included in the financial accounts with effect from 30 June 2023.

Key figures – Architecture

Q4 Q4 FY FY
Amounts in NOK million 2023 2022 2023 2022
Net operating revenues 200.1 153.1 672.4 556.7
EBITA 0.8 2.6 11.3 1.4
EBITA % 0.4% 1.7% 1.7% 0.2%
Billing ratio 69.1% 68.3% 70.5% 70.2%
Full-time equivalents (FTE) 561 466 503 447

Fourth quarter 2023 Architecture

Net operating revenues amounted to NOK 200.1 million (153.1) an increase of 30.7 per cent compared to the same quarter last year. The increase in net operating revenues reflects higher capacity due to the acquisition of A-lab. Higher billing ratio of 0.8pp and higher billing rates contributed positively on net operating revenues.

Operating expenses increased by 31.6 per cent to NOK 190.7 million (144.9). Employee benefit expenses increased by 34.8 per cent mainly due to the inclusion of employees from A-lab to this segment, and regular salary adjustment. Other operating expenses amounted to NOK 29.9 million (25.6), representing a 16.9 per cent increase. This increase attributed to the inclusion of A-lab, which led to higher office cost and other general costs.

International

This segment comprises the subsidiaries Multiconsult Polska in Poland and Iterio AB with subsidiaries in Sweden and offers services mainly in the business area Mobility & Transportation.

Key figures – International

Amounts in NOK million Q4
2023
Q4
2022
FY
2023
FY
2022
Net operating revenues 92.2 70.4 314.5 257.1
EBITA 10.1 7.4 25.2 23.3
EBITA % 10.9% 10.5% 8.0% 9.1%
Billing ratio 82.2% 71.0% 72.9% 72.4%
Full-time equivalents (FTE) 418 402 433 419

Fourth quarter 2023 International

Net operating revenues amounted to NOK 92.2 million (70.4), an increase of 31.0 per cent compared to the same quarter last year. The main driver behind the increase in net operating revenues was an increase in billing rates and a higher billing ratio that came in at 82.2 per cent (71.0), an increase of 11.2pp. A contributing factor to the increase in net operating revenues was the influence of higher inflation. Moreover, the growth in net operating revenues measured in NOK surpassed the growth in local currency due to the impact of currency exchange rate translation effects.

Operating expenses amounted to NOK 77.0 million (58.9), 30.8 per cent higher than in the same period last year. Employee benefit expenses increased by 30.6 per cent influenced by inflation and line with ordinary salary adjustment and net recruitment in the segment. Other operating expenses amounted to NOK 12.2 million, an increase of 31.9 per cent compared to the same quarter last year.

Subsequent events

On 16 January, Multiconsult ASA announced that the group has strengthened its position in the Swedish market with the acquisition of VA-Resurs AB by its Swedish subsidiary, Iterio AB.

Outlook

These forward-looking statements reflect current views about future events and are, by their nature, subject to significant risks and uncertainties because they relate to events and depend on circumstances in the future.

The overall market has maintained a consistently high level throughout the quarter, showing no significant deviations or changes. Despite the ongoing uncertainty announced last quarter still being present, the overall market outlook is slightly improved compared to the previous quarter

statement. There are substantial differences in the market outlook across various geographical areas and our business areas. Although there is a slight reduction in general market opportunities, the short-term pipeline of upcoming projects remains robust. Anticipated lower investment levels in certain markets are expected to intensify competition and margin pressures. Nevertheless, with a high volume of ongoing projects, a diverse portfolio, and a high order backlog, Multiconsult is well-positioned for the future.

Buildings & Properties

The broader market related to the Buildings and Property is currently experiencing a slowdown due to factors such as high inflation, cost increases, budget cuts, and uncertainty regarding return on investments.

The market outlook associated with the business area Buildings & Properties is diverse. While the market within housing and commercial buildings remains challenging, the market development has somewhat stabilised. The overall demand for Multiconsult services beyond the housing and commercial buildings market is expected to continue on a high level.

Positive developments are anticipated for engineering services within defence projects and energy-saving initiatives, as well as rehabilitation of existing buildings.

The Scandinavian architecture market is undergoing a cooling period marked by a gradual slowdown in new projects. Despite challenges in all three countries, there are observed some positive movements and some increased activity, leading to a slight positive view on the market outlook for architectures towards the end of 2024.

Mobility & Transportation

The market outlook associated with the business area Mobility & Transportation is good, and the level of activity is expected to persist at a high level. In Norway, the investment level in the transportation sector remains steady across roads, rail, and urban development, supported by the National Budget 2024. The infrastructure market in Sweden is anticipated to remain at a stable level, with continued uncertainty related to cost increases. The market in Poland

is currently stable, with a promising number of opportunities in the pipeline, however there is high uncertainty related to investment decisions, and the impact of the newly elected government may influence this in a positive direction.

Energy & Industry

The market outlook associated with the business area Energy & Industry continues its positive path and is expected to maintain on current high level throughout 2024. However, several projects related to the green shift are affected by political discussions and uncertainty regarding access to power supply from the main grid, as well as general uncertainty in the international energy marked. The electrification and hydropower market are strong, while the wind and solar market remains slow. Notably, there is a significant increase in investment projects anticipated for sectors such as oil and gas, manufacturing, mining, and electricity supply going forward.

Water & Environment

The market outlook associated with the business area Water & Environment is expected to be good with an increase in the demand for Multiconsult's services. There is a strong demand for water and sewage infrastructure projects, and the market related to climate change adaptations and environmental remediation is also experiencing growth. These trends are consistent across all Scandinavian countries as well as Poland. The focus on sustainability across various sectors is opening new markets and driving increased demand for advisory services. Sustainability efforts are not only expanding the market but also generating a demand for consulting engineering services in new areas.

Multiconsult does not provide forecast.

Risk and uncertainties

Through its business activities, Multiconsult manages a considerable contract portfolio of engineering, architectural and advisory services that is exposed to a wide variety of risk factors. The risk of disagreements and legal disputes related to the possible cost of delays and project errors is always present in the business.

The Risk and risk management section of the Directors report in the 2022 Annual Report contains detailed description and mitigating actions related to several risk factors, including:

project risk, credit risk, currency risk, interest rate risk, liquidity risk, accounting estimates risk, employees and expertise risk, nature and climate risk and Covid-19 risk. In addition, macroeconomic development risk and risk related to geopolitical tensions and war in Ukraine.

In relation to the Sotra Link project Multiconsult Norge AS has initiated legal proceedings to pursue compensation for both cancelled work and for work that has been performed without compensation.

Definitions

Net operating revenues: Operating revenues less sub consultants, direct external project costs and disbursements.

EBITDA: EBIT before depreciation, amortisation and impairment.

EBITDA margin (%): EBITDA as a percentage of net operating revenues.

EBITA: EBIT before amortisation and impairment of goodwill and acquisition-related intangible assets.

EBITA margin (%): EBITA as a percentage of net operating revenues.

EBIT: Earnings before net financial items, results from associates and joint ventures and income tax.

EBIT margin (%): EBIT as a percentage of net operating revenues.

Other opex ratio (APM): Other operating expenses adjusted for IFRS 16 effects as a percentage of net operating revenue.

Employees: Number of employees comprise all staff on payroll including staff on temporarily leave (paid and unpaid), excluding temporary personnel. Number of employees measured at the end of the period.

Billing ratio (%): Total billable hours in a period as a percentage of total hours reported in the period (including administrative staff) and employer-paid absence. Billing ratio per segment includes allocated administrative staff.

FTE (Full-time equivalents): Total hours reported in the period converted to the equivalent number of full-time positions.

Total hours: Hours of attendance plus hours of employer-paid absence.

Order intake: Expected operating revenues on new contracts and confirmed changes to existing contracts. Only group external contracts are included.

Order backlog: Expected remaining operating revenues on new and existing contracts. Only group external contracts are included. Call-offs on frame agreements are included in the order backlog when signed.

Net interest-bearing debt: Non-current and current interestbearing liabilities deducted cash and cash equivalents.

Disclaimer

This report includes forward-looking statements, which are based on our current expectations and projections about future events. All statements other than statements of historical facts included in this notice, including statements regarding our future financial position, risks and uncertainties related to our business, strategy, capital expenditures, projected costs and our plans and objectives for future operations, including our plans for future costs savings and synergies may be deemed to be forward-looking statements. Words such as "believe," "expect," "anticipate," "may," "assume," "plan," "intend," "will," "should," "estimate," "risk" and similar expressions or the negatives of these expressions are intended to identify forward-looking statements. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. You should not place undue reliance on these forward-looking statements. In addition, any forward- looking statements are made only as of the date of this notice, and we do not intend and do not assume any obligation to update any statements set forth in this report.

Interim condensed consolidated financial statements

Unaudited for the period ended 31 December 2023

Interim condensed consolidated statement of profit or loss

Amounts in NOK thousand, except EPS Q4 2023 Q4 2022 FY 2023 FY 2022
Operating revenues 1 633 190 1 346 029 5 626 259 4 868 160
Expenses for sub consultants and disbursements 271 708 219 377 823 780 678 934
Net operating revenues 1 361 482 1 126 652 4 802 479 4 189 226
Employee benefit expenses 1 008 254 833 111 3 553 604 3 050 982
Other operating expenses 164 659 147 156 592 621 528 090
Operating expenses excl. depreciation and amortisation 1 172 913 980 267 4 146 225 3 579 072
Operating profit before depreciation and amortisation (EBITDA) 188 569 146 385 656 255 610 154
Depreciation, amortisation and impairment 74 196 50 974 248 087 207 029
Operating profit (EBIT) 114 373 95 410 408 167 403 125
Share of profit from associated companies and joint ventures 2 250 7 958 12 606 15 260
Financial income and expenses
Financial income 42 053 4 414 68 356 33 308
Financial expenses 26 387 14 351 93 624 64 650
Net financial items 15 665 (9 937) (25 268) (31 342)
Profit before income taxes 132 289 93 431 395 504 387 043
Income tax expense 19 349 17 807 78 907 84 028
Profit for the period 112 939 75 624 316 597 303 015
Attributable to:
Attributable to the equity holders of the company 112 935 75 624 318 118 303 015
Attributable to non-controlling interests 4 - (1 521) -
Earnings per share attributable to the equity holders of the parent company
Basic and diluted (NOK) 4.10 2.77 11.56 11.06

Interim condensed consolidated statement of comprehensive income

FY 2022
112 939 75 624 316 597 303 015
(850) 32 (850) 32
187 (7) 187 (7)
(663) 25 (663) 25
6 882 (1 391) 15 899 (1 186)
6 882 (1 391) 15 899 (1 186)
6 219 (1 366) 15 236 (1 161)
119 158 74 258 331 833 301 855
119 155 74 258 333 365 301 855
3 - (1 532) -

Interim condensed consolidated statement of financial position

Amounts in NOK thousand 31 December 2023 30 September 2023 31 December 2022
ASSETS
Non-current assets
Deferred tax assets 53 319 35 105 38 441
Intangible assets 33 745 34 375 24 247
Goodwill 1 064 414 1 031 627 923 835
Property, plant and equipment 146 398 143 118 104 737
Right-of-use assets 729 400 766 756 673 371
Investments in associated companies and joint ventures 36 989 36 048 25 722
Assets for reimbursement of provisions 86 951 78 329 56 845
Other non-current financial assets and shares 34 714 33 116 30 298
Total non-current assets 2 185 929 2 158 473 1 877 496
Current assets
Trade receivables 976 787 963 601 596 291
Work in progress 259 207 316 748 304 328
Other current receivables and prepaid expenses 179 960 147 570 117 381
Cash and cash equivalents 278 088 58 816 114 559
Total current assets 1 694 042 1 486 735 1 132 558
Total assets 3 879 971 3 645 208 3 010 054
EQUITY AND LIABILITIES
Shareholders' equity
Total paid in capital 205 815 192 926 185 543
Other equity 829 035 726 566 806 905
Non-controlling interests 45 422 45 419 -
Total shareholders' equity 1 080 272 964 911 992 448
Non-current liabilities
Pension obligations 4 628 4 549 5 570
Deferred tax 11 739 19 493 12 158
Provisions 96 795 87 412 64 895
Other non-current obligations 45 122 46 405 -
Non-current interest-bearing liabilities 450 000 400 000 -
Non-current lease liabilities 604 406 632 028 570 911
Total non-current liabilities 1 212 690 1 189 887 653 533
Current liabilities
Trade payables 218 968 178 389 132 677
Prepaid revenues 168 458 143 118 146 860
Current tax liabilities 91 307 52 037 89 028
Public duties payable 491 429 369 566 410 403
Current interest-bearing liabilities - 128 478 31 510
Current lease liabilities 195 301 198 019 163 018
Other current liabilities 421 544 420 803 390 576
Total current liabilities 1 587 009 1 490 410 1 364 072
Total liabilities 2 799 699 2 680 297 2 017 606
Total equity and liabilities 3 879 971 3 645 208 3 010 054

Interim condensed consolidated statement of changes in equity

Amounts in NOK thousand Share
capital
Own
shares
Share
premium
Total
paid in
capital
Retained
earnings
Employee
ownership
programme
Pension Currency Non
con
trolling
interests
(NCI)
Total
equity
31 December 2021 13 715 (5 126) 161 754 170 343 924 848 (48 969) (202 891) 6 791 - 850 123
Share issue 52 - 13 876 13 928 - - - - - 13 928
Dividend - - - - (164 383) - - - - (164 383)
Treasury shares - 1 272 - 1 272 - (3 019) - - - (1 747)
Employee share
purchase programme - - - - - (7 327) - - - (7 327)
Comprehensive income - - - - 303 015 - 25 (1 186) - 301 855
31 December 2022 13 767 (3 855) 175 630 185 543 1 063 480 (59 315) (202 866) 5 606 - 992 448
31 December 2022 13 767 (3 855) 175 630 185 543 1 063 480 (59 315) (202 866) 5 606 - 992 448
Share issue 70 - 20 972 21 043 - - - - - 21 043
Dividend - - - - (247 288) - - - - (247 288)
Treasury shares - (770) - (770) - (6 742) - - - (7 512)
Employee ownership
programme - - - - - (10 803) - - - (10 803)
Comprehensive income - - - - 318 129 - (663) 15 899 (1 532) 331 833
NCI - - - - - - - - 46 954 46 954
NCI gross put option - - - - (46 405) - - - - (46 405)
31 December 2023 13 837 (4 625) 196 603 205 815 1 087 916 (76 860) (203 530) 21 506 45 422 1 080 272

Interim condensed consolidated statement of cash flows

Amounts in NOK thousand Q4 2023 Q4 2022 FY 2023 FY 2022
Cash flow from operating activities
Profit before income taxes 132 289 93 431 395 504 387 043
Interest lease liability 10 642 7 105 37 846 30 608
Interest expense interest-bearing liability 10 811 4 280 22 671 11 890
Income taxes paid (3 640) (20 459) (93 283) (76 131)
Depreciation, amortisation and impairment 23 992 13 874 76 079 56 461
Depreciation right-of-use assets 42 159 37 078 163 963 150 545
Impairment right-of-use assets (392) - (392) -
Results from associated companies and joint ventures (2 250) (7 958) (12 606) (15 260)
Other non-cash profit and loss items 8 403 (9 840) 913 (11 935)
Subtotal operating activities 222 013 117 510 590 696 533 220
Trade payables 37 500 21 966 79 354 (3 303)
Trade receivables (4 964) 130 750 (341 185) 146 456
Work in progress 58 497 70 180 53 747 (79 307)
Public duties payable 117 650 103 594 65 938 (2 903)
Other (14 463) 13 313 (25 220) (32 557)
Total changes in working capital 194 220 339 804 (167 367) 28 386
Net cash flow from operating activities 416 233 457 314 423 329 561 606
Cash flows used in investment activities
Net purchase and sale of fixed assets and financial non-current assets (20 891) (9 717) (99 011) (41 868)
Proceeds/payments related to joint ventures and jointly controlled entities - - - 2 584
Change in non-current financial assets, restricted funds (1 480) (7 429) (1 667) (7 346)
Net cash effect of business combinations (25 295) (37 315) (92 649) (47 375)
Net cash flow used in investment activities (47 666) (54 461) (193 326) (94 005)
Cash flow from financing activities
Proceeds on interest-bearing liabilities 50 000 - 450 000 100 000
Instalments on interest-bearing liabilities - (220 000) - (280 000)
Paid interest on interest-bearing liability (10 811) (4 280) (22 671) (11 890)
Instalments on lease liabilities (41 379) (38 211) (160 250) (149 750)
Paid interest on lease liability (10 642) (7 105) (37 846) (30 608)
Paid dividends - - (247 288) (164 383)
Cost of share issuance - (72) (100) (72)
Sale treasury shares 85 045 53 453 88 935 57 599
Purchase treasury shares (94 612) (28 171) (143 789) (32 067)
Net cash flow from financing activities (22 399) (244 386) (73 009) (511 171)
Foreign currency effects on cash and cash equivalents 1 583 1 602 6 536 1 963
Net increase/decrease in cash and cash equivalents 347 751 160 069 163 530 (41 606)
Cash and cash equivalents at the beginning of the period (69 663) (45 511) 114 559 156 165
Cash and cash equivalents at the end of the period 278 088 114 558 278 088 114 558

Changes in working capital were adjusted for opening balance in acquired companies during 2023.

Notes to the financial statements

Note 1: General information

The company and the group

Multiconsult ASA (the company) is a Norwegian public limited liability company listed on Oslo Stock Exchange. The company and its subsidiaries (together the Multiconsult group/the group) are among the leading suppliers of consultancy and

design services in Norway and the Nordic region. The group has subsidiaries outside the Nordic region - in Poland, United Kingdom, Portugal and Singapore.

Note 2: Basis of preparation and statements

Basis for preparation

The financial statements are presented in NOK, rounded to the nearest thousand, unless otherwise stated. As a result of rounding adjustments, the figures in one or more rows or columns included in the financial statements and notes may not add up to the total of that row or column.

Statements

These interim condensed consolidated financial statements for the fourth quarter 2023 have been prepared in accordance with IAS 34 as approved by the EU. They have not been audited. They do not include all of the information

required for full annual financial statements of the group and should be read in conjunction with the consolidated financial statements for 2022. The accounting policies applied are consistent with those applied and described in the consolidated annual financial statements for 2022, which are available upon request from the company's registered office at Nedre Skøyen vei 2, 0276 Oslo and at www. multiconsult-ir.com.

These interim condensed consolidated financial statements for the fourth quarter 2023 were approved by the board of directors and the CEO on 5 February 2024.

Note 3: Accounting policies

The group prepares its consolidated annual financial statements in accordance with IFRS as adopted by the EU (International Financial Reporting Standards - IFRS). References to IFRS in these financial statements refer to IFRS as approved by the EU. The accounting policies adopted are consistent with those of the previous financial year, with the exemptions presented below.

Note 4: Estimates, judgments and assumptions

The preparation of interim condensed consolidated financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. In preparing these interim condensed consolidated financial statements, significant judgements made by management in applying the group's accounting policies. The key sources of estimation uncertainty were the same as those applied to the annual consolidated financial statements for the 2022, and described in note 2 in the annual consolidated financial statements.

Impairment test of Goodwill

The group performs an assessment for impairment of goodwill at year end according to IAS 36. The impairment test is performed on the identified cash-generating units (CGU) in the group. The recoverable amounts are estimated value in use, based on discounted future cash flows. As part of the impairment test the group consider the relationship between its market value and its book value. The impairment tests have not resulted in any impairment for goodwill, property, plant and equipment or intangible assets related to any of the cash generating units.

Note 5: Segments

Starting from the second quarter of 2023, due to the acquired shares in A-lab, segment LINK Arkitektur will incorporate the financial statements from A-lab, and consequently, the segment name has been modified to "Architecture". Moreover, as from the fourth quarter 2022, segment Energy was incorporated in Region Oslo and Region Norway to streamline our organisation and optimise utilisation of our total capability within energy and industry. Multiconsult will be reporting on four segments, Region Oslo, Region Norway, Architecture and International. When presenting the financial reports from fourth quarter 2022 and onwards, the comparison to previous periods is made on the new structure. To ensure comparability between periods, the previously reported figures for the segment Energy have been transferred to the segments Region Oslo and Region Norway in line with organisational structure.

Q4 2023 Region Region Not
Amounts in NOK thousand Oslo Norway Architecture International allocated Eliminations Total
Net operating revenues 533 891 540 875 200 100 92 176 (2 557) (3 002) 1 361 482
Operating expenses 439 176 484 510 190 749 76 985 (15 505) (3 002) 1 172 913
EBITDA 94 715 56 365 9 351 15 190 12 947 0 188 569
Depreciation 8 167 9 343 8 589 5 120 30 935 - 62 153
EBITA 86 549 47 022 762 10 071 (26 032) 0 118 371
Full-time equivalents (FTE) 1 127 1 266 561 418 152 - 3 523
Oslo Norway Architecture International allocated Eliminations Total
429 995 477 288 153 128 70 364 (1 728) (2 394) 1 126 652
371 606 419 847 144 922 58 853 (12 567) (2 394) 980 267
58 389 57 440 8 206 11 511 10 839 (0) 146 385
2 666 6 888 5 602 4 122 30 368 (21) 49 625
55 722 50 553 2 605 7 389 (19 529) 21 96 760
1 075 1 074 466 402 144 - 3 161
Region Region Not
FY 2023 Region Region Not
Amounts in NOK thousand Oslo Norway Architecture International allocated Eliminations Total
Net operating revenues 1 873 592 1 960 035 672 397 314 519 (7 836) (10 228) 4 802 479
Operating expenses 1 604 914 1 758 922 631 804 269 690 (108 876) (10 228) 4 146 225
EBITDA 268 678 201 113 40 593 44 830 101 041 (0) 656 255
Depreciation 19 063 35 494 29 270 19 624 125 260 - 228 712
EBITA 249 615 165 619 11 323 25 205 (32 265) (0) 419 498
Full-time equivalents (FTE) 1 089 1 213 503 433 150 - 3 388
FY 2022 Region Region Not
Amounts in NOK thousand Oslo Norway Architecture International allocated Eliminations Total
Net operating revenues 1 649 238 1 742 921 556 695 257 121 (8 410) (8 339) 4 189 226
Operating expenses 1 414 283 1 521 372 532 644 218 201 (99 090) (8 339) 3 579 072
EBITDA 234 954 221 549 24 051 38 920 90 680 (0) 610 154
Depreciation 10 999 27 556 22 670 15 584 124 876 (21) 201 663
EBITA 223 956 193 993 1 381 23 336 (34 196) 21 408 491
Full-time equivalents (FTE) 1 034 1 091 447 419 143 - 3 134

Note 6: Explanatory comments regarding the impact of revenue seasonality on quarterly reporting

The group's net operating revenues are affected by the number of working days within each reporting period while employee expenses are recognised for full calendar days. The number of working days in a month is affected by public holidays and vacations. The timing of public holidays (e.g. Easter) during quarters and whether they fall on weekends

or weekdays impacts revenues, earnings, cash flows and working capital balances. Generally, the company's employees are granted leave during Easter and Christmas. The summer holidays primarily impact the month of July and the third quarter.

Note 7: Significant events and transactions

In fourth quarter 2023 Multiconsult completed purchases of businesses, see note 12 – Business combinations. There were no significant events or transactions in the period.

Note 8: Treasury shares

The company holds 35 573 treasury shares on 31 December 2023. In 2015 Multiconsult ASA introduced a share purchase programme for employees. In connection with this, and over time, the company holds variable position of treasury shares. For the year 2023, the programme was replaced by an employee ownership programme. This programme consists of two parts: (i) Share purchase programme and (ii) Share ownership programme. In the share ownership programme employees was offered 40 complimentary shares in the company. The offer was made to all permanent employees

with a fixed salary who, at the time of subscription, work at least 50 per cent in Multiconsult group or a majority-owned subsidiary. Moving forward new hired qualified employees will also be offered 40 complimentary shares in Multiconsult ASA.

For a description of the share purchase programme conducted in 2022 , and the performance-based bonus scheme for the executive group management, see note 9 in the consolidated financial statements for 2022.

Note 9: Earnings per share

For the periods presented there are no dilutive effects on profits or number of shares. Basic and diluted earnings per share are therefore the same.

Q4 2023 Q4 2022 FY 2023 FY 2022
Profit attributable to the equity holders (in NOK thousand)
Average no of shares (excl own shares)
112 935
27 538 270
75 624
27 330 587
318 118
27 509 248
303 015
27 390 212
Earnings per share attributable to the equity holders of the parent company (NOK) 4.10 2.77 11.56 11.06

Note 10: Financial instruments

The group's financial instruments, according to IFRS standards include interest-bearing liabilities, accounts receivables and other receivables, cash and cash equivalents and accounts payables. It is assumed that the book value is a good approximation of fair value for the group's financial instruments.

Interest bearing liabilities

Amounts in NOK thousand 31 December 2023 30 September 2023 31 December 2022
Multiconsult ASA 450 000 528 478 31 510
Total 450 000 528 478 31 510

At the end of the period Multiconsult ASA has an overdraft loan facility of NOK 320.0 million, which is part of a cash pool. The cash pool is a multi-currency and multi-account system for the legal entities Multiconsult Norge AS, LINK Arkitektur AS, LINK Arkitektur AB, LINK Arkitektur A/S, Iterio AB and Multiconsult UK Limited, where Multiconsult ASA is the owner of the cash pool's top account and the interestbearing debt or of the facility. In addition, Multiconsult ASA has a revolving credit facility of NOK 300.0 million. The

Note 11: Events after the reporting period

Acquisition of VA-Resurs AB

On 16 January 2024, Multiconsult announced that its Swedish subsidiary Iterio AB had acquired 100 percent of the shares in VA-Resurs AB and to strengthen its competence and presence in Sweden. VA-Resurs is a consultancy company that provides services in project and construction management has extensive experience in designing, coordinating, investigating, and managing projects within

revolving credit facility includes an accordion option of NOK 500.0 million. Loan portfolio with Nordea bank is a 3-year (+ 3 month) facility until March 2026. In the fourth quarter 2023 Multiconsult ASA made a drawdown of NOK 50.0 million on the revolving credit facility, at the end of the period the total drawdown on the revolving credit facility amounts to NOK 450 million. Multiconsult ASA is compliant with its financial covenants on 31 December 2023.

water, stormwater and wastewater. The company consists of 11 skilled professionals based in Stockholm. The initial accounting for the business combination was incomplete at the time the financial statements were authorised for issue (6 February 2024), due to the timing of the transaction. Consequently, no further disclosure regarding the acquisition is made in the interim report for the fourth quarter of 2023.

Note 12: Business combinations

Acquisition of Helm

On 6 December 2023, Multiconsult announced that its Swedish subsidiary Iterio AB had acquired 100 percent of the shares in Helm Connect AB, Helm Project Management AB and Helm Projektinsikt AB, and to strengthen its competence and presence in Sweden. Helm is a consultancy company providing services in project and construction management, alongside expertise in coordinating technical infrastructure within urban areas. The company has 17 employees and is based in Stockholm, Sweden. Closing date for the transaction was on 8 December 2023, and as a practical approach 31 December 2023 is used as closing date. The total purchase price was set to NOK 22.1 million, after adjustment for the value of net debt and normalised working capital at the transaction date. A contingent consideration, estimated to an amount of NOK 9.1 million at acquisition date, may be paid to the seller as an earn-out payment based on defined levels of consolidated EBIT from annual account for 2024-2025. Full payment was considered most likely, and consequently the maximum earn-out was recognised.

Preliminary Purchase Price Allocation

The preliminary purchase price allocation identified the following assets and liabilities at the acquisition date:

Assets:

Amounts in NOK thousand

Intangible assets 2 127
Property, plant and equipment 142
Trade receivables 6 097
Other current receivables and prepaid cost 2 872
Cash and cash equivalents 6 405
Total identifiable assets 17 643
Liabilities:
Amounts in NOK thousand
Deferred tax liability 438
Trade payables 2 769
Other current liabilities 5 836
Total identifiable liabilities 9 043
Net identifiable assets 8 600
Goodwill:
Amounts in NOK thousand
Total consideration 31 197
Net identified assets (8 600)
Goodwill 22 597
Total net assets 31 197
Consideration:
Amounts in NOK thousand
Settled with cash 22 080
Earn-out settlement 9 117
Total consideration 31 197
Adjustments:
Amounts in NOK thousand
Cash in purchased entities (6 405)
Net adjustments (6 405)
Net cash paid (15 675)
Earn-out settlement (9 117)

This preliminary purchase price allocation is based on company accounts considered to correspond with fair value, adjusted for differences between IFRS standards and Swedish accounting rules. As part of the purchase price allocation an intangible asset related to the order backlog of NOK 2.1 million was identified. The fair value of the acquired trade receivables was identified to NOK 6.1 million. The acquisition generated an excess value of NOK 22.6 million allocated to goodwill. The goodwill is related to the competence of the staff and to synergy effects.

Incremental external transaction-related costs of NOK 1.5 million were expensed as part of other operating expenses.

Other acquisitions

On 24 November 2023, Multiconsult ASA announced its agreement to acquire 100 percent of the shares in T-2 Prosjekt Vest AS and strengthen its competence and presence in the Bergen region. T-2 Prosjekt Vest AS is a project management consultancy company, involved in construction projects towards public clients, with a strong and good geographic market position in western Norway. Closing date for the transaction was 6 December 2023. The total purchase price was set to NOK 5.8 million, after adjustment for the value of net debt and normalised working capital at the transaction date. NOK 4.8 million was allocated to goodwill related to the competence of the staff. Net cash paid was NOK 5.1 million.

On 2 November 2023, Multiconsult ASA announced its agreement to acquire 100 percent of the shares in Planteknikk AS and strengthen its competence and presence in the county of Østfold, Norway. Planteknikk AS is a consulting engineering company specialising in HVAC with a solid reputation in eastern Norway. Closing date for the transaction was 16 November 2023. The total purchase price was set to NOK 8.7 million, including interest based on a locked-box acquisition model and with adjustment for the value of net debt and normalised working capital at the transaction date. NOK 3.1 million was allocated to goodwill related to the competence of the staff. Net cash paid was NOK 4.6 million.

The acquisition of A-lab was completed in June 2023 (Interim report 2 quarter and half year report 2023, note 12). As a result of the yearend remeasurement of the gross put option obligation to redemption amount of NOK 36.0 million, a financial income of NOK 10.4 million was recognised in the statement of profit and loss. The acquisition of Roar Jørgensen AS was completed in December 2022 (Interim report 4 quarter and full year report 2022, note 12). As a result of the conditions in the earn-out agreement in this business combination not being met, the total provision of NOK 14 million was reversed and reflected as financial income in the statement of profit and loss.

Pro-forma impact of the acquisition on the result of the group

Since the date of acquisition and included in the consolidated statement of total comprehensive income for the reporting period, the acquirees net operating revenue amounted to NOK 76.1 million and loss amounted to NOK 5.1 million.

If the businesses acquired in 2023 had been effective on 1 January 2023, the net operating revenue for the group for the annual reporting period 2023 would have been NOK 4 942.7 million, and profit for the group for the annual reporting period 2023 would have been NOK 326.5 million. The group considers these pro-forma numbers to represent an approximate measure of the performance of the combined group.

Alternative performance measures (APMs)

Multiconsult uses alternative performance measures for periodic and annual financial reporting in order to provide a better understanding of the group's underlying financial performance.

EBITA

Amounts in NOK thousand (except percentage) Q4 2023 Q4 2022 FY 2023 FY 2022
EBIT 114 373 95 410 408 167 403 125
Amortisation on acquisition related items 3 998 1 349 11 330 5 366
EBITA 118 371 96 760 419 498 408 491
Net operating revenues 1 361 482 1 126 652 4 802 479 4 189 226
EBITA margin 8.7% 8.6% 8.7% 9.8%

Adjusted EBITA

Reported figures adjusted for share ownership programme and restructuring cost (impairment IFRS16)

EBITA

Amounts in NOK thousand (except percentage) Q4 2023 Q4 2022 FY 2023 FY 2022
EBITA 118 371 96 760 419 498 408 491
Share ownership programme 18 661 - 18 661 -
Restructuring cost (impairment IFRS16) 8 045 - 8 045 -
Adjusted EBITA 145 077 96 760 446 204 408 491
Adjusted EBITA margin 10.7% 8.6% 9.3% 9.8%

Adjusted EBITA including calendar effect

There was no calendar effect in the fourth quarter compared to the same quarter in 2022. For the year 2023 there was one less working day compared to 2022 which had a negative calendar effect on net operating revenues and EBITA of approximately NOK 21.2 million.

Amounts in NOK thousand (except percentage) Q4 2023 Q4 2022 FY 2023 FY 2022
Net operating revenues 1 361 482 1 126 652 4 802 479 4 189 226
Calendar effect - - 21 221 -
Adjusted net operating revenues 1 361 482 1 126 652 4 823 700 4 189 226
Adjusted EBITA including calendar effect 145 077 96 760 467 424 408 491
Adjusted EBITA margin including calendar effect 10.7% 8.6% 9.7% 9.8%

Other OPEX ratio

Amounts in NOK thousand (except percentage) Q4 2023 Q4 2022 FY 2023 FY 2022
Other operating expenses 164 659 147 156 592 621 528 090
Other operating expenses IFRS 16 effect 52 381 46 571 198 461 182 899
Other operating expenses excluding IFRS 16 217 039 193 727 791 082 710 989
Net operating revenue 1 361 482 1 126 652 4 802 479 4 189 226
Other opex ratio 15.9% 17.2% 16.5% 17.0%

Equity ratio

Amounts in NOK thousand (except percentage) 31 December 2023 30 September 2023 31 December 2022
Total shareholders' equity 1 080 272 964 911 992 448
Total assets 3 879 971 3 645 208 3 010 054
Equity ratio 27.8% 26.5% 33.0%
Total shareholders' equity (excl. IFRS 16) 1 150 579 1 028 201 1 053 006
Total assets (excl. IFRS 16) 3 150 571 2 878 452 2 336 683
Equity ratio excluding right-of-use assets 36.5% 35.7% 45.1%

Net interest-bearing liabilities

Amounts in NOK thousand 31 December 2023 30 September 2023 31 December 2022
Cash and cash equivalents, excluding restricted cash 278 088 58 816 114 559
Cash and cash equivalents, restricted cash 7 004 4 025 -
Non-current financial assets, restricted funds 26 887 25 407 22 661
Interest-bearing liabilities 1 249 707 1 358 525 765 439
Net interest-bearing liabilities including IFRS 16 lease liabilities 937 728 1 270 278 628 219
Non-current and current IFRS 16 lease liabilities 799 707 830 046 733 929
Net interest-bearing liabilities excluding IFRS 16 lease liabilities 138 021 440 231 (105 710)

Multiconsult ASA

Visiting address: Nedre Skøyen vei 2 0276 Oslo

Postal address: P O Box 265 Skøyen NO-0213 Oslo

T: (+47) 21 58 50 00 E: [email protected]

Investor relations: E: [email protected]

www.multiconsult.no

Org no 910 253 158

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