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Norva24 Group Interim / Quarterly Report 2021

Feb 28, 2022

3086_10-k_2022-02-28_33abbe70-b093-44a8-8003-399017ec94a2.pdf

Interim / Quarterly Report

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Year-end report January-December 2021

Strong quarter with solid growth – both organic and acquired

October-December 2021

  • Total operating revenue amounted to NOK 588.9 million (445.7) an increase of 32.1%. Currency adjusted organic growth was 9.4% and growth from acquisitions was 26.6%.
  • Revenue from customer contracts amounted to NOK 583.6 million (444.0), an increase of 31.4%.
  • EBIT amounted to NOK 75.6 million (46.9) an increase of 61.2%.
  • Non-recurring items during the quarter amounted to NOK 0.8 million (–10.5).
  • Adjusted EBITA amounted to NOK 82.0 million (62.9).
  • Profit for the period was NOK 50.7 million (13.0).
  • Cash flow from operating activities totaled NOK 140.2 million (135.0).
  • Basic/Diluted earnings per share amounted to NOK 0.36 (0.09).

January-December 2021

  • Total operating revenue amounted to NOK 2 025.5 million (1 522.5), an increase of 33.0%. Currency adjusted organic growth was 3.3% and growth from acquisitions was 32.1%.
  • Revenue from customer contracts amounted to NOK 2 006.3 million (1 512.4), an increase of 32.7%.
  • EBIT amounted to NOK 193.5 million (179.2), an increase of 8.0%.
  • The period was charged with non–recurring items amounting to NOK 36.2 million (15.7), primarily related to the preparations for the stock exchange listing.
  • Adjusted EBITA amounted to NOK 257,7 million (211,9).
  • Profit for the period was NOK 86.0 million (112.0).
  • Cash flow from operating activities totaled NOK 337.4 million (353.8).
  • Basic/Diluted earnings per share amounted to NOK 0.81 (1.87).

Significant events during the January-December 2021 period

  • During the first quarter, Norva24 acquired two companies: Kjelsberg Transport AS (Norway) and GJ & Son AB (Sweden). Both acquisitions were closed in late January and consolidated from February 2021.
  • Five acquisitions were completed during the second quarter. In April 2021, Mayer and Krüger (Germany) was acquired. The acquisitions of GR Avloppsrensning AB (Sweden) and Malmberg Miljöhantering AB (Sweden) were closed in June and consolidated from June 2021. The acquisitions of Decker Group (Germany), consisting of 7 entities, and Ulvsby Miljö AB (Sweden), including two subsidiaries, were closed and consolidated at the end of June.
  • During the second quarter, the Swedish company Norva24 Group AB (publ) became the Parent Company of Norva24 Group. This was an intercompany restructuring that is described in Notes 1 and 2.
  • Tim Norman was appointed the new CEO of Norva24 Denmark in August 2021.
  • On December 9, the shares of Norva24 Group were listed on Nasdaq Stockholm Main List. The proceeds of NOK 896.5 million will facilitate Norva24's continued acquisitive growth.

Significant events after the reporting period

  • Index price increases in line with relevant inflation linked indices were implemented on the majority of public contracts in Norway and partly in Sweden and Denmark as from January 1, 2022 driven by sharply rising fuel and energy prices.
  • Nomination Committee was appointed ahead of Norva24 Group AB's Annual General Meeting 2022.
  • In February 2022 Norva24 expands into German Rhein/Ruhr metropolitan region, through the signing of an acquisition of Zimmerbeutel.
FINANCIAL OVERVIEW
Oct-Dec Oct-Dec Jan-Dec Jan-Dec
NOK million 2021 2020 2021 2020
Total operating revenue 588.9 445.7 2 025.2 1 522.5
Growth – total revenue, % 32.1 25.9 33.0 18.3
Adjusted EBITA 82.0 62.9 257.7 211.9
Adjusted EBITA margin, % 13.9 14.1 12.7 13.9
Adjusted EBITA growth, % 30.5 n.a. 21.6 n.a.
EBIT 75.6 46.9 193.5 179.2
Cash flows from operating activities 139.0 135.0 337.4 353.8
Cash conversion, % 102.6 127.3 73.1 99.0
Net debt (at period end) 763.6 1 245.6 763.6 1 245.6
Net debt (at period end)/LTM adjusted EBITDA 1.7 3.5 1.7 3.5
Earnings per share (basic and diluted), NOK 0.36 0.09 0.81 1.87

This is information that Norva24 Group is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out on page 38. This interim report has not been reviewed by the Company's auditors.

Strong growth both organically and through recent acquisitions

Our listing in December 2021 marked an important milestone on our journey building a European Lighthouse and market leader in Underground Infrastructure Maintenance. With the listing we raised capital of approximately NOK 900 million, making it possible for us to increase our pace in acquisition activities. This year-end report is our first report after the listing and it is confirming that we are on the right track.

During the fourth quarter of 2021, our business operations displayed continued strong growth with 9.4% currency adjusted organic growth and 27% acquired growth. Total operating revenue increased by 32% compared with the fourth quarter of last year, due to recent acquisitions in Germany and Sweden, and healthy organic growth in Norway and Germany.

Adjusted EBITA was NOK 82 million for the fourth quarter, an increase of 30% compared with last year and the adjusted EBITA margin was 14% during the fourth quarter of 2021. On the full year adjusted EBITA increased by 22% to NOK 258 million.

"We are very pleased with being a listed company and the capital increase enables us to take the next steps in our acquisition strategy to become the market leader in the European UIM industry."

I am very pleased with the development in what in the future is expected to be our largest market – Germany. We saw a currency adjusted organic growth of 27% and growth in total operating revenue of close to 80 % during the fourth quarter and 126% for the full year. This strong performance was also driven by acquired growth of 60% in the fourth quarter through the recent acquisitions.

Our acquisition of Mayer Kanalmanagement in April 2021 has strengthened the market position in Berlin. Decker Group was acquired in June 2021, which, with its location in Hamburg, has secured our leading position in Northern Germany. The trend in Germany is very satisfying and evidence of our ability to implement our acquisition strategy in Northern Europe. Adjusted EBITA in Germany in the fourth quarter of 2021 amounted to NOK 36 million compared with NOK 17 million in Q4 2020.

It was also positive to see that the signs of improvements we have seen in the Danish operations in earlier quarters, materialized in a positive currency adjusted organic growth and improved adjusted EBITA in Q4 2021. Currency adjusted revenue growth in Q4 2021 amounted to 1% and the adjusted EBITA margin increased to 5%, compared to negative profitability in Q4 2020. The clear improvement is a result of the initiatives implemented. The development in Denmark in the fourth quarter confirms our belief that Denmark is improving the adjusted EBITA from 2022.

As from January 1, 2022, we have implemented contractual price increases in line with various transportation linked indicies. Higher transportation costs mainly from increased fuel and energy prices has affected costs in 2021 and the price increases are expected to compensate for most of these cost increases going forward, so we claim to have good protection from possible rising inflation.

To summarize, we have acquired a total of eleven companies in the past year and a half, adding revenues of approximately MNOK 550. We paused acquisitions in the second half of 2021 because of the IPO process. Coming into 2022, our pipeline of acquisition candidates is strong, and we expect good acquisition activity level in 2022. Our vision is clear: We want to be the market leader in underground infrastructure maintenance (UIM) in Europe. We continue to strengthen our position through both acquisitions and organic growth to fully live up to our slogan: "We always help!"

We operate in a non–cyclical and a mission critical industry with market growth driven by, amongst many factors ageing underground infrastructure, increased regulation and climate change. We have a clear and proven consistent acquisition strategy, with 32 acquisitions completed since Norva24 was established. We operate in the European UIM market – a total addressable market of NOK 140 billion. With a large pipeline of potential acquisition candidates, and many ongoing dialogues with significantly higher acquisition capacity following the IPO, we are well on our way to achieving our financial target of NOK 4.5 billion in total revenue in 2025.

Our services are critical to the functioning of society and needed no matter what circumstances. The full Norva24 team has serviced our customers 24/7 throughout the pandemic in 2020 and 2021. Our core values are trust & passion, and in the pandemic years our employees truly showed how strongly these values stand in the organization. No matter what circumstances or restrictions our teams met, they managed to find solutions and help our customers. I would like to thank our employees for having carried out tremendous work for our customers.

Our maintenance of the underground infrastructure is a key factor for a sustainable future. Due to the climate change with more severe weather, the need for and importance of Norva24's services are increasing. We work continuously to develop Norva24's sustainability work and to secure the position as the leading player in our industry, based on the UN Global Sustainable Development Goals for clean water and sanitation and clean energy.

Henrik Damgaard Chief Executive Officer

Financial overview for the Group

Total operating revenue (October-December)

Total operating revenue amounted to NOK 588.9 million (445.7), an increase of 32.1%. The currency adjusted organic growth was positive at 9.4%. The acquisitions increased total revenue by 26.6%. Organic growth was very strong in Germany and healthy in Norway.

% Oct-Dec
2021
Oct-Dec
2020
Growth – total operating revenue 32.1 25.9
Organic growth 5,5 0.0
Organic growth – currency adjusted 9.4 –3.2
Acquisition growth 26.6 25.9

Total operating revenue (January-December)

Total operating revenue amounted to NOK 2,025.2 million (1,522.5), an increase of 33.0%, mainly due to acquisitions. Currency adjusted organic growth amounted to 3.3%. Total operating revenue for 2021 was negatively impacted as a result of COVID-19, by e.g. the postponement of planned maintenance assignments and by emptying of grease separators being impacted by lower activity within the HoReCa sector. Norway and Germany delivered the strongest increase in total revenue, with growth of 8.5% and 126.6% respectively.

% Jan-Dec
2021
Jan-Dec
2020
Growth – total operating revenue
Organic growth
33.0
0.9
18.3
1.7
Organic growth – currency adjusted 3.3 –2.3
Acquisition growth 32.1 16.6

Total operating expenses (October-December)

Total operating expenses amounted to NOK 452.7 million (350.2). The increase was driven by a higher cost base due to the acquisitions in Sweden and Germany, higher fuel costs due to increased diesel prices.

Total operating expenses (January-December)

Total operating expenses increased to NOK 1 594.2 million (1 180.8). The increase was driven by a higher cost base due to the acquisitions in Sweden and Germany, higher fuel costs due to increased diesel prices and costs related to the stock exchange listing and capital increase. The listing costs are defined as non-recurring items.

Adjusted EBITA (October-December)

Adjusted EBITA increased by 30.5% to NOK 82.0 million (62.9), with an adjusted EBITA margin of 13.9% (14.1). The increase in EBITA was mainly driven by the latest acquisitions in Norway, Germany, and Sweden. The reduction in the adjusted EBITA margin is mainly attributable to certain acquisitions having a somewhat lower margin than the Group average. The margin is also affected by higher depreciation of vehicles and equipment due to the acquisition of right-of-use assets and property, plant and equipment through acquired companies. In addition to this, higher fuel prices impacted the Group's costs.

Adjusted EBITA (January-December)

Adjusted EBITA increased by 21.6% to NOK 257.7 million (211.9), with an adjusted EBITA margin of 12.7% (13.9). The EBITA development is mainly driven by the latest acquisitions in Norway, Germany, and Sweden. The reduction in the adjusted EBITA margin is mainly attributable to certain acquisitions having a somewhat lower margin than the Group average. The margin is also affected by higher depreciation of vehicles and equipment due to the acquisition of right-of-use assets and property, plant and equipment through acquired companies. In addition to this, higher fuel prices impacted the Group's costs.

Depreciation, amortization and impairment (October-December)

Depreciation and amortization of tangible and intangible assets amounted to NOK 53.3 million (43.2) during the quarter. The increase is primarily attributable to the acquired companies' vehicles and equipment, and the amortization in intangible assets related to the acquired companies' brands and customer relationships. There have been no impairments in the period.

Depreciation, amortization and impairment (January-December)

Depreciation and amortization of tangible and intangible assets amounted to NOK 209.6 million (145.6) for the period. The increase is due to the acquired companies' tangible and intangible assets. There have been no impairments in the period.

EBIT (October-December)

EBIT amounted to NOK 75.6 million (46.9). The increase in EBIT was primarily attributable to acquired companies. Costs were impacted by the higher depreciation of vehicles and equipment due to the acquisition of right-of-use assets and property, plant and equipment, through the companies acquired in the past 12 months, as well as higher fuel costs on the vehicle fleet.

EBIT (January-December)

EBIT amounted to NOK 193.5 million (179.2). The increase in EBIT was primarily attributable to acquired companies, but was also charged with costs related to preparations for stock exchange listing. In addition, costs were impacted by the higher depreciation of vehicles and equipment due to the acquisition of right-of-use assets and property, plant and equipment, through the companies acquired in the past 12 months.

Financial items (October-December)

Net financial items amounted to NOK –48.0 million (–15.6) and consist primarily of interest expenses on loans and currency effects. Included in net finance expense is a derecognition of NOK 20.9 million related to the refinancing of the Groups debt.

Financial items (January-December)

Net financial items amounted to NOK –113.4 million (–33.9) and consist primarily of interest expenses on loans and currency effects.

Earnings (October-December)

Profit before income tax was NOK 27.5 million (31.3). Profit for the period was NOK 50.7 million (13.0). Basic and diluted earnings per share was NOK 0.36 (0.09) per share.

Earnings (January-December)

Profit before income tax was NOK 80.2 million (145.3). Profit for the period was NOK 86.0 million (112.0). Basic and diluted earnings per share was NOK 0.81 (1.87) per share.

Income tax expense (January-December)

Income tax expense for the period amounted to NOK 5,8 million (–33.3). The tax expense is positive due to large permanent differences in relation to the IPO and other gains.

Cash flow and capital expenditures (January-December)

Cash flow from operating activities amounted to NOK 337.4 million (353.8) and was negatively impacted by costs related to preparations for a stock exchange listing and acquisitions. Changes in net working capital contributed to improved cash flow of NOK 57.8 million (–14.2). In addition to cash and cash equivalents, the Group has a new revolving credit facility amounting to NOK 1 100 million, of which NOK 856 million was unutilized on December 31.

Cash flow from investing activities was NOK –272.3 million (–345.2), of which acquisitions of subsidiaries and operations amounted to NOK –214.1 million (–292.2).

Cash flow from financing activities amounted to NOK 19.1 million (–0.7) and was attributable to the net change in borrowing and repayment of lease liabilities.

Cash conversion was 73.1% during the 12–month period January 2020 to December 2021, compared with 99.0% for full–year 2020.

Financial position and liquidity (January-December)

Norva24's net debt amounted to NOK 763.6 million (1 245.6), corresponding to a net debt/LTM-adjusted EBITDA of 1.7 (3.5). The reduction is attributable to the NOK 896.5 million raised in the IPO used to repay debt. The Group's cash and cash equivalents amounted to NOK 260.4 million (180.9).

Non-current and current interest-bearing liabilities amounted to NOK 1 024.0 million (1 426.5), of which NOK 325.3 million (870.2) was loans and NOK 698.7 million (556.4) was lease liabilities. The loans have customary terms and conditions. During the period, the Group repaid NOK 1 235,3 million of its existing loans.

The change of Parent Company had no impact on the Group's financial position.

At the end of the period, equity amounted to NOK 1 619.6 million (688.0). The equity/assets ratio was 50.2% (27.0).

Acquisitions

Seven acquisitions were completed during 2021. Due to the IPO process no acquisitions were completed in the second half of 2021. The acquired companies operate in Norway, Germany and Sweden and strengthen the Group's market position in these markets. The acquisitions were conducted in line with the Group's strategy of growth through business combinations. The acquisitions strengthen the Group's position in specific product areas and markets. The acquisitions had an impact on the Group's total operating revenue in an amount of NOK 253,8 million and earnings in an amount of NOK 29,3 million. These acquisitions would have had an impact on total operating revenues of NOK 348 million and profit of NOK 6.8 million in 2021 on an annualized basis.

The total purchase consideration for the acquisitions amounted to NOK 301,9 million, of which NOK 31,0 million was attributable to the companies' performance.

Employees

On December 31, 2021, the total number of employees was 1 450 (1 165).

COVID-19

During 2020 and 2021, COVID-19 affected the UIM industry in many respects, but did not result in any negative market growth. As an industry, the UIM market has experienced the same challenges and obstacles, with restrictions, higher sickness absence and social distancing, as the rest of the economy and society during this extraordinary period. The UIM industry's tasks are essential to society, which means that the underlying need for UIM services remains unchanged and neither increased nor decreased during the pandemic, thereby demonstrating the UIM industry's resilience. It is difficult to make an exact analysis of the impact on market growth during the period. The UIM industry in Norva24's current markets has, however, been resilient and displayed low economic sensitivity, with an essentially unchanged market in 2020 and 2021.

The Omicron variant has impacted sickness leave to some extent in late 2021 and early 2022 mainly due to quarantine restrictions. As the number of infections is expected to go down and restrictions have been eased it is foreseeable that the situation will gradually normalize.

Seasonal variations

The Group has a certain amount of seasonal variation and historically, the second and fourth quarters have been the strongest, driven by variations in demand due to colder weather and vacation periods. In the short term, seasonal variations are expected to be in line with the way it has been reported historically, but in the long term, they may change somewhat as the Group grows in other parts of Europe where the winter season has less impact.

Risk and uncertainty factors

Currency risks, interest risks, credit risks, liquidity risks and operational risks are the most significant risks for the Group. These risks are managed continuously in the operations.

Group management monitors the financial risk in accordance with the description of financial risk management in Note 21 of the 2020 Annual Report. The review in conjunction with the January-December 2021 year-end report found no material changes or negative effects compared with the analysis on December 31, 2020.

When an acquisition is made, purchase considerations, assets and liabilities are recognized at estimated fair value and amounts exceeding the value of net assets are included in goodwill. In the businesses Norva24 operates, fair values of individual assets and liabilities are normally not readily observable in active markets. Estimation of fair values requires the use of valuation models for acquired assets and liabilities as well as ownership interests. Such valuations are subject to numerous assumptions and are thus uncertain.

The fair value at acquisition date of the Brands and Customer relationships is based on a value-in-use model and an allocated percentage of the consideration paid less the net assets acquired. Estimates of the useful life of the Brands' acquired is based on management's market knowledge and marketing plans. Recognized earn-outs are based on the probability that an acquired company will achieve its financial goals.

Norway – healthy organic and acquisition growth

The Group's Norwegian operations history dates back to 1919 in Sandefjord, Norway, when Norva24's oldest subsidiary was established. In 2015, Norva24 in its current form was established through a merger of five smaller Norwegian UIM companies. Since then, Norva24 has expanded and now has a leading market position in Norway.

Total operating revenue (October-December)

Total operating revenue amounted to NOK 220.5 million during the fourth quarter, compared with NOK 199.6 million during the same period of 2020, corresponding to growth of 10.4% in total operating revenue. The growth was primarily driven by higher activity, mainly in the east of Norway, and the acquisition of Kjelsberg Transport, which was closed during the first quarter of 2021. Organic growth increased by 5.7% in Q4. Acquisition growth was 4.7%, due to the acquisition of Kjelsberg Transport.

TOTAL OPERATING REVENUE GROWTH

Oct-Dec Oct-Dec
% 2021 2020
Growth – total operating revenue 10.4 3.7
Organic growth 5.7 1.2
Acquisition growth 4.7 2.5

Total operating revenue (January-December)

Total operating revenue for 2021 amounted to NOK 801.5 million, compared with NOK 738.6 million during the same period of 2020, corresponding to growth of 8.5% in total operating revenue for the period. Organic growth was 3.4% compared with the preceding year. Acquisition growth was 5.1%, due to the most recent addition, Kjelsberg Transport.

TOTAL OPERATING REVENUE GROWTH

Jan-Dec Jan-Dec
% 2021 2020
Growth – total operating revenue 8.5 –0.1
Organic growth 3.4 –2.0
Acquisition growth 5.1 1.9

Adjusted EBITA (October-December)

Adjusted EBITA amounted to NOK 34.2 million in Q4 2021, compared with NOK 42.1 million in the same period of 2020. The adjusted EBITA margin was 15.5% in the fourth quarter of 2021. The reduction in margin is primarily attributable to a number of maintenance assignments being postponed by customers after the lockdown due to COVID-19 and price increases on e.g., fuel, energy and vehicle maintenance that has not yet been adjusted. New price levels (index adjusted on a majority of the public contracts) was implemented as of January 1, 2022. In addition, the latter part of 2021 has been affected by cost on related to leave of absence due to COVID-19 (omicron) from quaranteene regulations.

Adjusted EBITA (January-December)

Adjusted EBITA amounted to NOK 126.2 million for 2021, compared to NOK 140.1 million in the same period of 2020. The adjusted EBITA margin was 15.3% in 2021. The margin decline is primarily attributable to a number of maintenance assignments being postponed by customers after the lockdown due to COVID-19 and a lag in price effect in public contracts due to fuel cost increases.

Highlights of the quarter

During the second half of 2021, the relocation to Norva24's new base in Drøbak, south of Oslo, was completed. Concentrating all units in the greater Oslo area into on one common and highly modern facility will enhance efficiency and improve the use of the vehicle fleet. Norva24 has also established a new shared base in Drammen, which will strengthen effectiveness and response time in the Drammen area. Following the strategic focus of developing the large national account sales, Norva24 has in 2021 seen a strong growth in this customer segment.

KEY PERFORMANCE INDICATORS

Oct-Dec Oct-Dec Change, Jan-Dec Jan-Dec Change,
NOK million 2021 2020 % 2021 2020 %
Total operating revenue 220.5 199.6 10.4 801.5 738.6 8.5
EBITA 33.7 42.1 –20.1 122.4 139.2 –12.1
EBITA margin, % 15.3 21.1 15.3 18.9
Adjusted EBITA 34.2 42.1 –18.9 126.2 140.1 –9.9
Adjusted EBITA margin, % 15.5 21.1 15.7 19.0

Germany – significant growth and good profitability from recent acquisitions

Norva24 entered Germany in 2019 through the acquisition of Ex–Rohr. Since then, Norva24 has grown and secured a leading market position in Germany. The Group's oldest subsidiary in the country was established in Gochsheim in 1964.

Total operating revenue (October-December)

Total operating revenue amounted to NOK 197.7 million during the fourth quarter, compared with NOK 109.6 million during the same period of 2020, corresponding to growth of 80.3% in total revenue. The growth was primarily attributable to the acquisitions of the Kanal-Türpe Group during the fourth quarter of 2020 and Mayer Kanalmanagement during the second quarter of 2021. Germany displayed very strong currency adjusted organic growth of 27.5%. The organic growth during the quarter was mainly driven by high level of activity, particularly in relining services in northern Germany, but also favorable weather conditions compared to last year.

% Oct-Dec
2021
Oct-Dec
2020
Growth – total operating revenue 80.3 108.2
Organic growth 19.5 6.9
Organic growth – currency adjusted 27.5 0.3
Acquisition growth 60.8 101.3

Total operating revenue (January-December)

Total operating revenue for 2021 amounted to NOK 646.3 million, compared with NOK 285.2 million during the same period of 2020, corresponding to growth of 126.6% for the period. The growth was primarily attributable to the acquisitions of the Kanal-Türpe Group during the fourth quarter of 2020 and Mayer Kanalmanagement during the second quarter of 2021. The growth was supported by both strong organic growth of 18.9% (currency adjusted) combined with 113.8% growth from acquisitions.

% Jan-Dec
2021
Jan-Dec
2020
Growth – total operating revenue 126.6 62.1
Organic growth 12.8 10.0
Organic growth – currency adjusted 18.9 –0.1
Acquisition growth 113.8 52.1

Adjusted EBITA (October-December)

Adjusted EBITA amounted to NOK 36.0 million in Q4 2021 compared to NOK 16.6 million in the same period of 2020, an increase of 117.1%. The adjusted EBITA margin increased from 15.1% in the preceding year to 18.2% this quarter.

Adjusted EBITA (January-December)

Adjusted EBITA amounted to NOK 119.1 million for 2021, compared to NOK 58.4 million in the same period of 2020. The adjusted EBITA margin declined from 20.5% last year to 18.4% in 2021. The margin decrease was primarily because the most recently acquired companies had a lower margin than the average for the segment.

Highlights of the quarter

The integration of Mayer Kanalmanagement and Decker Group proceeded according to plan. In 2021 Norva24 have strengthened the Groups geographical coverage in Germany significantly. A national key account management set-up is in place, developing and offering the market service contracts across the German branches.

KEY PERFORMANCE INDICATORS

Oct-Dec Oct-Dec Change, Jan-Dec Jan-Dec Change,
NOK million 2021 2020 % 2021 2020 %
Total operating revenue 197.7 109.6 80.3 646.3 285.2 126.6
EBITA 29.0 6.1 374.1 108.2 47.8 126.3
EBITA margin, % 14.7 5.6 16.7 16.8
Adjusted EBITA 36.0 16.6 117.1 119.1 58.4 103.9
Adjusted EBITA margin, % 18.2 15.1 18.4 20.5

Sweden – positive growth through acquisitions

Norva24 entered Sweden in 2017 through an acquisition in the south of Sweden. Since then, Norva24 has grown and secured a leading market position in Sweden. The Group's oldest subsidiary in the country was founded in 1974 in Ulricehamn.

Total operating revenue (October-December)

Total operating revenue during the quarter amounted to NOK 99.8 million compared with NOK 60.7 million during the same period in 2020, corresponding to an increase of 64.5%. Currency adjusted organic growth was 0.2%. The low growth was primarily attributable to weak development in one of the units. Healthy growth was noted in the Stockholm region, where Norva24 has established a market-leading position in recent years. GR Avloppsrensning AB, GJ & Son, Malmberg Miljöhantering AB and Ulvsby Miljö AB generated an acquisition growth of 70.3% in the fourth quarter.

% Oct-Dec
2021
Oct-Dec
2020
Growth – total operating revenue 64.5 144.7
Organic growth –5.8 10.3
Organic growth – currency adjusted 0.2 0.1
Acquisition growth 70.3 134.4

Total operating revenue (January-December)

Total operating revenue was NOK 306.6 million for 2021 compared with NOK 192.2 million during the same period of 2020, corresponding to an increase of 59.5% for the period. The growth was driven by the acquisitions. Currency adjusted organic growth was negative at –4.0% for 2021. The negative growth was primarily attributable to weak development in one of the units.

% Jan-Dec
2021
Jan-Dec
2020
Growth – total operating revenue 59.5 136.4
Organic growth –6.5 4.9
Organic growth – currency adjusted –4.0 –4.4
Acquisition growth 66.0 131.5

Adjusted EBITA (October-December)

Adjusted EBITA amounted to NOK 10.3 million in Q4 2021 compared to NOK 12.4 million in the same period of 2020. The adjusted EBITA margin declined from 20.4% in the preceding year to 10.4% in the fourth quarter of 2021. The decrease in adjusted EBITA was mainly driven by transportation costs and personnel cost with some COVID-19 impact.

Adjusted EBITA (January-December)

Adjusted EBITA amounted to NOK 39.6 million for 2021, compared to NOK 40.7 million in the same period of 2020. The development was mainly driven by the acquisitions and by transportation costs and personnel cost with some COVID-19 impact.

Highlights of the quarter

The integration of the most recently acquired GR Avloppsrensning, Malmberg Miljöhantering and Ulvsby Miljö proceeded according to plan. During the third quarter 2021, the operation in Malmö established a new base, which strengthens the presence in Sweden's third largest city. A new base was established in December east of Stockholm generating economies of scale and higher density in key markets. In a collaboration between the Stockholm branches, Norva24 recently expanded our activities in Stockholm to include the two UIM services TV inspection and water recycling solutions. These services are a well-integrated part of modern UIM services that are also offered in many other Norva24 branches.

5 10 15 20 25 NOK million Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q1 2020 Q4 2021 Q2 2021 Q3 2021

KEY PERFORMANCE INDICATORS

Oct-Dec Oct-Dec Change, Jan-Dec Jan-Dec Change,
NOK million 2021 2020 % 2021 2020 %
Total operating revenue 99.8 60.7 64.5 306.6 192.2 59.5
EBITA 10.1 12.4 –18.0 36.3 39.8 –8.6
EBITA margin, % 10.1 20.4 11.9 20.7
Adjusted EBITA 10.3 12.4 –16.3 39.6 40.7 –2.6
Adjusted EBITA margin, % 10.4 20.4 12.9 21.2

Adjusted EBITA

Denmark – positive EBITA and signs of improvement

The Group entered Denmark in 2017 through the acquisition of a player with national market presence. The Group's first subsidiary in the country was founded in the 1970s in Albertslund. Norva24 has a leading position in the Danish market.

Total operating revenue (October-December)

Total operating revenue for the fourth quarter of 2021 amounted to NOK 70.9 million, compared with NOK 75.8 million during the same period of 2020, corresponding to a growth of –6.5% for the period. Organic growth turned positive in the quarter mainly due to improved activities and new contracts. A new contract with the municipality of Vejle was signed during the quarter. The currency adjusted organic growth was positive at 0.9%, a sign of improvement. The improvement was due to factors as a review and cancelation of contracts with unsatisfactory profitability that were signed prior to Norva24's acquisition of the operations, which is now a primary focus for the organization.

Oct-Dec Oct-Dec
% 2021 2020
Growth – total operating revenue –6.5 –7.8
Organic growth –6.5 –7.8
Organic growth – currency adjusted 0.9 –13.8
Acquisition growth 0.0 0.0

Total operating revenue (January-December)

Total operating revenue for 2021 amounted to NOK 270,8 million, compared with NOK 306.4 million for the same period of 2020. The currency adjusted organic growth was –6.8% for the period mainly due to challenges with contracts with unsatisfactory profitability that were signed prior to Norva24's acquisition of the operations, which is now a primary focus for the organization.

% Jan-Dec
2021
Jan-Dec
2020
Growth – total operating revenue –11.6 4.8
Organic growth –11.6 4.8
Organic growth – currency adjusted –6.8 –3.8
Acquisition growth 0.0 –0.0

Adjusted EBITA (October-December)

Adjusted EBITA amounted to NOK 3.7 million during the quarter, compared to NOK –1.0 million during the fourth quarter of 2020. This development was due better capacity utilization of personnel, fleet and other resources.

Adjusted EBITA (January-December)

Adjusted EBITA amounted to NOK –6.3 million for 2021, compared to NOK –1.5 million in the same period of 2020. This development is due to factors as contracts with low profitability and challenges in capacity utilization of personnel, fleet and other resources.

Highlights of the quarter

Denmark is currently in a transition phase where several improvement initiatives have been implemented or are under implementation to increase the performance. The action plan is proceeding according to plan, with, for example, termination of contracts with unsatisfactory profitability and strong focus on operation and degree of utilization of vehicles and personnel. Zealand is the part of the Danish business that impacted growth and the margins most negatively and a new manager has now been appointed in this region to reverse the trend. Denmark's profitability is lower than average for the Group, but several branches reported profitability in line with the Group's average profitability. Norva24 has implemented and will implement a series of changes in the Danish business and Norva24 anticipates that these changes will result in a positive profitability trend in the Danish operations from 2022. The Group have received a settlement relating to acquisition of business in Denmark prior to 2020. The amount is net of legal cost, and recognized as other gain as non-recurring items.

KEY PERFORMANCE INDICATORS

Oct-Dec Oct-Dec Change, Jan-Dec Jan-Dec Change,
NOK million 2021 2020 % 2021 2020 %
Total operating revenue 70.9 75.8 –6.5 270.8 306.4 –11.6
EBITA 43.9 –1.0 n.m. 32.3 –1.5 n.m.
EBITA margin, % 61.9 –1.4 11.9 –0.5
Adjusted EBITA 3.7 –1.0 n.m. –6.3 –1.5 n.m.
Adjusted EBITA margin, % 5.3 –1.4 –2.3 –0.5

Financial reporting

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS
Oct-Dec Oct-Dec Jan-Dec Jan-Dec
NOK million
Note
2021 2020 2021 2020
Revenue from customer contracts 583.6 444.0 2 006.3 1 512.4
Other operating revenue 5.3 1.7 19.0 10.1
Total operating revenue
3
588.9 445.7 2 025.2 1 522.5
Operating expenses
Operational service expenses –66.8 –58.9 –220.4 –173.7
Personnel expenses –251.4 –191.5 –879.3 –672.6
Vehicle operating expenses –88.2 –46.2 –288.1 –191.1
Other operating expenses –86.6 –53.5 –246.7 –143.3
Other gains 40.3 40.3
Total operating expenses –452.7 –350.2 –1 594.2 –1 180.8
Earnings before interest, taxes, depreciation and amortization (EBITDA) 136.2 95.6 431.0 341.8
Total depreciation and impairment
6, 7
–53.3 –43.2 –209.6 –145.6
Earnings before interest, taxes and amortization (EBITA) 82.8 52.4 221.5 196.2
Total amortization
5
–7.2 –5.5 –28.0 –17.0
Earnings before interest and taxes (EBIT) 75.6 46.9 193.5 179.2
Financial items
Financial income 2.6 12.5 9.6 23.6
Financial expenses –50.6 –28.1 –123.0 –57.4
Net financial items –48.0 –15.6 –113.4 –33.9
Profit before income tax (EBT) 27.5 31.3 80.2 145.3
Income tax expense 23.1 –18.3 5.8 –33.3
Profit for the period 50.7 13.0 86.0 112.0
Profit attributable to
Owners of the parent company 50.7 13.0 86.0 112.0
Non-controlling interests
Total 50.7 13.0 86.0 112.0
Earnings per share:
Basic earnings per share, NOK 0.36 0.09 0.81 1.87
Diluted earnings per share, NOK 0.36 0.09 0.81 1.87
Average numbers of outstanding ordinary shares, before and after dilution 132 162 356 40 027 525 64 165 959 39 600 347

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Oct-Dec Oct-Dec Jan-Dec Jan-Dec
NOK million 2021 2020 2021 2020
Profit/loss for the period 50.7 13.0 86.0 112.0
Other comprehensive income: Items that may be reclassified to profit or loss
Translation differences –5.6 –13.9 –34.6 10.6
Other comprehensive income for the period –5.6 –13.9 –34.6 10.6
Total comprehensive income for the period 45.1 –0.9 51.4 122.6
Total comprehensive income attributable to:
Owners of the parent company 45.1 –0.9 51.4 122.6
Non-controlling interests
Total 45.1 –0.9 51.4 122.6

CONDENSED CONSOLIDATED BALANCE SHEET
NOK million
Note
31-12-2021 31-12-2020
ASSETS
Non-current assets
Goodwill
5
1 222.6 1 070.8
Intangible assets
5
120.4 108.9
Right-of-use assets
6
724.3 599.4
Property, plant and equipment
7
429.3 276.5
Investment in shares 1.3 1.1
Other non-current receivables 3.5 4.6
Total non-current assets 2 501.3 2 061.3
Current assets
Inventories 10.8 2.7
Accounts receivable 281.4 238.8
Other current receivables 171.2 60.8
Cash and cash-equivalents 260.4 180.9
Total current assets 723.8 483.3
Total assets 3 225.1 2 544.5
EQUITY AND LIABILITIES
Equity
Share capital 0.5 10.4
Share capital (not yet registered) 0.1
Additional paid in capital 1 432.9 575.9
Other reserves –24.1 10.5
Retained earnings 210.2 91.2
Total equity 1 619.6 688.0
Non-current liabilities
Deferred tax liability 21.2 48.2
Non-current lease liabilities
6
543.1 425.6
Non-current loans
8
264.1 768.8
Other non-current liabilities 12.2 46.7
Total non-current liabilities 840.7 1 289.2
Current liabilities
Accounts payable 144.2 86.5
Taxes payable 25.3 31.3
Current portion of lease liabilities
6
155.5 130.8
Current portion of loans
8
61.2 101.3
Other current liabilities 378.6 217.3
Total current liabilities 764.8 567.3
Total liabilities 1 605.5 1 856.5
Total equity and liabilities 3 225.1 2 544.5

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Share capital Additional
Share (not yet paid in Other Retained Total
NOK million Note capital registered) capital reserves earnings equity
Equity at 1 January 2021 10.4 0.0 575.9 10.5 91.2 688.0
Total comprehensive income for the period:
Profit/loss for the period 86.0 86.0
Other comprehensive income:
Translation differences –34.6 –34.6
Total comprehensive income for the period –34.6 86.0 51.4
Transactions with owners in their capacity as owners:
New parent company share swap 1, 2 –10.4 0.5 9.9 0.0
Capital increase (net of transactions costs) 10 0.5 –0.5 15.4 15.4
IPO (net of transaction costs) 10 0.0 0.1 817.9 818.0
Over-allotment option (net of transaction costs) 33.1 33.1
Long term incentive program 10 13.8 13.8
Equity at 31 December 2021 0.5 0.1 1 432.9 –24.1 210.2 1 619.6
Equity at 1 January 2020 10.2 546.9 –0.1 –20.8 536.1
Total comprehensive income for the period:
Profit/loss for the period 112.0 112.0
Other comprehensive income:
Translation differences 10.6 10.6
Total comprehensive income for the period 10.6 112.0 122.6
Transactions with owners in their capacity as owners: 10
Capital increase (net of transactions costs) 0.2 29.1 29.2
Equity at 31 December 2020 10.4 0.0 575.9 10.5 91.2 688.0

The Group has no non-controlling interest.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Oct-Dec Oct-Dec Jan-Dec Jan-Dec
NOK million Note 2021 2020 2021 2020
Cash flows from operating activities
Profit before income tax 27.5 31.3 80.2 145.3
Adjustments for:
Impairment, depreciation and amortization expenses 5, 6, 7 60.6 48.7 237.5 162.6
Taxes paid –31.3 –19.9
Net gain/loss on sale of non-current assets –2.0 0.7 –5.3 0.1
Items included in financing activities 4 48.0 15.6 113.4 33.9
Change in net working capital 82.7 7.3 57.8 –14.2
Changes in other items* –76.6 31.5 –114.8 46.0
Net cash inflow from operating activities 140.2 135.0 337.4 353.8
Cash flows from investing activities
Payment for acquisition of subsiduaries, net of cash acquired 10 –124.2 –214.1 –292.2
Payment for fixed assets –26.6 –45.2 –70.8 –61.6
Proceeds from sale of fixed assets 6.3 2.4 12.6 8.6
Net cash outflow from investing activities –20.3 –167.0 –272.3 –345.2
Cash flows from financing activities
Proceeds from issuance of shares 910.4 914.9 2.0
Proceeds from borrowings 244.4 218.4 547.1 266.9
Repayment of borrowings –1 109.0 –79.1 –1 235.3 –91.5
Principal element of lease payments 6 –38.1 –31.1 –134.5 –114.6
Interest paid –14.2 –7.3 –50.3 –30.7
Other financial payments –8.6 –17.8 –22.7 –32.7
Cash flows from financing activities –15.1 83.1 19.1 –0.7
Change in cash and cash equivalents 104.8 51.1 84.3 7.9
Cash and cash equivalents at the start of the period 157.6 130.7 180.9 171.8
Effects of exchange rate changes on cash and cash equivalents –2.0 –0.9 –4.8 1.2
Cash and cash equivalents at the end of the period 260.4 180.9 260.4 180.9

* Includes changes in other non-current receivables and other non-current liabilities.

Notes

NOTE 1 REPORTING ENTITY

Norva24 Group AB (publ) is a public limited liability company listed on Nasdaq Stockholm. The share became publicly traded with the initial public offering December 9 2021. Norva 24 Group AB (publ) and is subsidiaries operates in the underground infrastructure industry, and is present in Norway, Germany, Sweden and Denmark.

As of June 30, 2021, the Group completed a re-organization, whereby Norva24 Group AB (publ) acquired all of the shares in Norva24 Holding AS (a company incorporated in Norway) through a share-for-share exchange, pursuant to which all shareholders of Norva24 Holding AS exchanged all of their shares in Norva24 Holding AS for newly issued shares in Norva24 Group AB (publ). Consequently Norva24 Group AB (publ) was established as the new parent company of the Group. Prior to June 30, 2021, Norva24 Holding AS was the Parent Company of the Norva24 Group. Accounting for the transaction is described in Note 2.

NOTE 2 BASIS OF PREPARATION

Accounting principles

The Norva24 Group applies the International Financial Reporting Standards (IFRS) as they have been adopted by the European Union. The consolidated accounts in this interim report have been prepared in accordance with IAS 34 Interim Financial Reporting plus applicable regulations in the Swedish Annual Accounts Act. The Parent Company accounts have been prepared in accordance with the Swedish Annual Accounts Act and RFR 2, Accounting for Legal Entities. The interim report should be read together with the historic financial information included in the prospectus. Accounting principles and calculation basis are in accordance with those that were applied in the historic financial information. Information in accordance with IAS 34 16A also appears in other parts of the interim report in addition to the financial reports and associated notes.

The amounts are rounded to the nearest million (NOK) with one decimal place unless otherwise stated. As a consequence of rounding, figures presented in the financial reports may not add up to the exact total in certain cases and percentage figures can differ from the exact percentage figures. Amounts in brackets concern the comparison period.

Significant accounting judgements, estimates and assumptions

In preparing the interim financial statements, management has made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, revenue and expenses.

The estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the given circumstances.

Revision to accounting estimates is recognized in the period in which the estimate is revised if the revision affects only that period, or also future periods if the revision affects both current and future periods.

In preparing the consolidated interim financial statements, significant judgements made by management in applying the Group's accounting policies and key sources of uncertainty in the estimates were consistent with those applied for the period ended December 31, 2020.

Other

Items included in the financial statements of each of the Norva24 Group's entities are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The consolidated financial statements are presented in Norwegian Kroner (NOK) which is Norva24 Group's presentation currency. The Parent Company Norva24 Group AB (publ)'s functional currency is Swedish kronor (SEK).

Numbers are rounded to the nearest NOK million with one decimal unless otherwise stated. As a result of rounding differences, amounts and percentage may not add up to the total.

There have been no related parties transactions other than the continuation of agreements described in the 2020 Annual Report for Norva24 Holding AS.

New parent company

As described in Note 1, the Parent Company of the Group changed from Norva24 Holding AS to Norva24 Group AB (publ) on June 30, 2021, through a share swap, where the shareholders of the Group remained unchanged. The share swap was classified as a common control reorganization and this transaction was not covered by the IFRS standards.

In these financial statements, all historical figures up to June 30, when the share swap was performed, comprise of Norva 24 Holding AS Group. From this date, Norva24 Holding AS and its subsidiaries are including Norva24 Group AB (publ). The financial statements are combined of the financial information for Norva24 Group AB (publ) and the Norva24 Holding AS Group. The financial statements are presented as if Norva24 Holding AS had been part of the Group in all periods presented, based on the values and periods, since these where integrated in the Norva24 Group. The subsidiaries are included in the consolidated financial statements from the date of their acquisition from an external party.

For this reason, the Group has chosen to recognize the historical consolidated financial statements for the former Parent Company of the Group, Norva24 Holding AS, as an appropriate application in accordance with IAS 8. Accordingly, the assets and liabilities in the former Group were not restated.

NOTE 3 REVENUE AND SEGMENT INFORMATION

Operating segments

Norva24 Group identifies its operating segments and discloses segment information in accordance with IFRS 8 Operating Segments. Accordingly, the Group identifies its segments consistent with the reporting structure used by management.

Operating segments are components of a business that are evaluated regularly by the chief operating decision maker for the purpose of assessing performance and allocating resources. The financial information is disclosed on the same basis as used by the chief operating decision maker.

Revenue

The Group's disaggregates revenue based on the operational segments that are by geographical areas. The Group has no single customer accounting for more than 10% of total revenue.

OPERATING SEGMENTS FINANCIALS JANUARY-DECEMBER 2021

Corporate
NOK million Norway Germany Sweden Denmark & other* Total
Total operating revenue 801.5 646.3 306.6 270.8 2 025.2
Adjusted EBITDA 204.7 174.0 72.2 31.9 –20.9 461.8
Adjusted depreciation –78.5 –54.9 –32.6 –38.2 –204.2
Adjusted EBITA 126.2 119.1 39.6 –6.3 –20.9 257.7
Non-recurring items –3.8 –10.9 –3.3 38.6 –56.8 –36.2
EBITA 122.4 108.2 36.3 32.3 –77.8 221.5

OPERATING SEGMENTS FINANCIALS JANUARY-DECEMBER 2020

Corporate
NOK million Norway Germany Sweden Denmark & other* Total
Total operating revenue 738.6 285.2 192.2 306.4 1 522.5
Adjusted EBITDA 204.7 78.6 58.3 41.8 –25.8 357.4
Adjusted depreciation –64.6 –20.2 –17.6 –43.3 –145.6
Adjusted EBITA 140.1 58.4 40.7 –1.5 –25.8 211.9
Non-recurring items –0.9 –10.6 –0.9 –0.0 –3.4 –15.7
EBITA 139.2 47.8 39.8 –1.5 –29.2 196.2

RECONCILIATION OF SEGMENT INFORMATION AND EARNINGS BEFORE INCOME TAX (EBT)

Jan-Dec Jan-Dec
NOK million 2021 2020
EBITA 221.5 196.1
Amortization of intangible assets –28.0 –17.0
Net financial items –113.4 –33.9
Profit before income tax 80.2 145.3

NOTE 3 REVENUE AND SEGMENT INFORMATION, continued.

RECONCILIATION OF NON-RECURRING ITEMS JANUARY-DECEMBER 2021

Corporate
NOK million Norway Germany Sweden Denmark & other Total
Settlement 40.2 40.2
M&A Cost –1.3 –4.9 –2.8 –8.9
IFRS implementation –8.2 –8.2
IPO cost –5.2 –48.6 –53.8
Depreciation –2.5 –0.9 –0.5 –1.6 –5.4
Non-recurring items –3.8 –10.9 –3.3 38.6 –56.8 –36.2

The Group have received a settlement relating to acqusition of business in Denmark prior to 2020. The amount is net of legal cost, and recogniced as other gain.

RECONCILIATION OF NON-RECURRING ITEMS JANUARY-DECEMBER 2020

Corporate
NOK million Norway Germany Sweden Denmark & other Total
M&A Cost –0.9 –10.6 –0.9 –12.4
IFRS implementation –3.4 –3.4
Non-recurring items –0.9 –10.6 –0.9 –3.4 –15.7

NOTE 4 FINANCIAL ITEMS

Specification of financial items Oct-Dec Oct-Dec Jan-Dec Jan-Dec
NOK million 2021 2020 2021 2020
Interest income 0.3 0.0 0.6 0.0
Currency exchange gain 10.2
Other financial income 2.3 12.4 9.0 13.4
Financial income 2.6 12.5 9.6 23.6
Interest expenses, leases 5.7 9.8 28.9 25.7
Amortized interest expense loans 35.1 7.3 71.2 30.7
Currency exchange loss 2.9 9.8 13.8
Other financial expenses 6.9 1.1 9.1 1.0
Financial expenses 50.6 28.1 123.0 57.4
Net financial items –48.0 –15.6 –113.4 –33.9

The Group have derecognized NOK 20.9 million as part of amortized interest expense in Q4 due to the refinancing of the Group. The effect is the difference between book value of the existing debt measured at amortized cost and nominal value of the dept repaid.

NOTE 4 FINANCIAL ITEMS, continued.

Financial items – change in accounting principle

In 2021, the Group changed the accounting principle and presents currency exchange gains and losses net. Net currency exchange gains and losses are presented in financial income (gains) or financial expense (loss) depending of the net position of the Group.

Annual report This report
NOK million 2020 Change 2020
Interest income 0.0 0.0 0.0
Currency exchange gain 39.9 29.7 10.2
Other financial income 13.4 0.0 13.4
Financial income 53.3 29.7 23.6
Interest expenses, leases 25.7 25.7
Amortized interest expense loans 30.7 30.7
Currency exchange loss 26.8 26.8
Other financial expenses 3.9 2.8 1.0
Financial expenses 87.1 29.7 57.4
Net financial items –33.9 –33.9

NOTE 5 INTANGIBLE ASSETS AND GOODWILL

AT DECEMBER 31, 2021

Other
Customer intangible
NOK million Goodwill Brand contracts assets Total
Carrying amount at January 1, 2021 1 070.8 38.4 66.2 4.3 1 179.7
Acquired in business combinations 190.5 14.4 28.9 1.2 235.0
Additions 0.6 0.6
Amortization and impairment –5.2 –20.9 –1.9 –28.0
Disposals
Translation differences –38.7 –2.3 –3.6 0.1 –44.5
Carrying amount at December 31, 2021 1 222.6 45.4 70.6 4.3 1 343.0
Useful life in years Indefinite 10 3-5 3-5
Amortization plan n.m Linear Linear Linear

AT DECEMBER 31, 2020

NOK million Goodwill Brand Customer
contracts
Other
intangible
assets
Total
Carrying amount at January 1, 2020 775.5 21.1 38.5 3.1 838.2
Acquired in business combinations 270.0 19.2 38.3 327.5
Additions 1.6 1.6
Amortization and impairment –3.1 –13.0 –0.9 –17.0
Disposals
Translation differences 25.3 1.3 2.3 0.5 29.4
Carrying amount at December 31, 2020 1 070.8 38.4 66.2 4.3 1 179.7
Useful life in years indefinite 10 3-5 3-5
Amortization plan n.m Linear Linear Linear

NOTE 5 INTANGIBLE ASSETS AND GOODWILL, continued.

GOODWILL ALLOCATION AT SEGMENT LEVEL

Dec 31, Dec 31,
NOK million 2021 2020
Norway 456.0 421.8
Germany 487.6 428.1
Sweden 256.2 196.9
Denmark 22.8 24.1
Carrying amount 1 222.6 1 070.8

NOTE 6 LEASING

AT DECEMBER 31, 2021
Right-of-use assets Buildings and Vehicles and Furniture,
NOK million property equipment fixtures & other Total
Carrying amount at January 1, 2021 181.5 410.1 7.9 599.4
Acquired in business combinations 42.2 41.0 3.3 86.4
Additions 65.1 125.1 2.4 192.6
Depreciation and impairment –37.8 –69.2 –4.7 –111.7
Transfer to property, plant and equipment –0.1 –28.7 –0.0 –28.8
Adjustments 6.0 –2.2 0.6 4.3
Translation differences –5.5 –12.1 –0.4 –18.0
Carrying amount at December 31, 2021 251.3 464.0 9.0 724.3
Useful life in years 3-30 7-10 3-7
Depreciation plan Linear Linear Linear
Lease liabilities Buildings and Vehicles and Furniture,
NOK million property equipment fixtures & other Total
Carrying amount at January 1, 2021 186.5 361.9 8.0 556.4
Acquired in business combinations 42.2 41.0 3.3 86.4
Additions 65.1 125.1 2.4 192.6
Lease payments –48.5 –109.8 –5.0 –163.4
Interest on the lease liability 12.3 16.2 0.4 28.9
Adjustments 8.7 5.5 0.6 14.8
Translation differences –5.4 –11.2 –0.4 –17.0
Carrying amount at December 31, 2021 260.9 428.6 9.2 698.7
Current lease liabilities 52.9 98.3 4.3 155.5
Non-current lease liabilities 207.9 330.3 4.9 543.1

NOTE 6 LEASING, continued.

AT DECEMBER 31, 2020

Right-of-use assets Buildings and Vehicles and Furniture,
NOK million property equipment fixtures & other Total
Carrying amount at January 1, 2020 138.4 333.0 6.3 477.6
Acquired in business combinations 36.5 16.3 1.5 54.3
Additions 29.2 126.4 4.0 159.6
Depreciation and impairment –28.4 –56.0 –3.9 –88.3
Transfer to property, plant and equipment –19.5 –0.4 –19.9
Adjustments 2.7 –1.9 0.8
Translation differences 3.1 12.0 0.4 15.5
Carrying amount at December 31, 2020 181.5 410.1 7.9 599.4
Useful life in years 3-30 7-10 3-7
Depreciation plan Linear Linear Linear
Lease liabilities Buildings and Vehicles and Furniture,
NOK million property equipment fixtures & other Total
Carrying amount at January 1, 2020 141.3 294.9 5.8 442.0
Acquired in business combinations 36.5 16.3 1.5 54.3
Additions 29.2 126.4 4.0 159.5
Lease payments –35.9 –97.6 –3.9 –137.4
Interest on the lease liability 9.6 12.9 0.3 22.8
Adjustments 2.7 –1.9 0.8
Translation differences 3.2 11.0 0.3 14.5
Carrying amount at December 31, 2020 186.5 361.9 8.0 556.4

The Group has one rental contract with a remaining lease period exceeding 12 years.

Practical exemptions applied

The Group has decided not to recognize leases where the underlying asset has low value, and thus does not recognize lease obligations and right-of-use assets for any of these leases. Instead, the rental payments are expensed when they occur. The Group also does not recognize lease obligations and rights-of-use assets for short-term leases.

Current lease liabilities 37.2 89.9 3.6 130.8 Non-current lease liabilities 149.2 271.9 4.4 425.6

NOTE 7 PROPERTY, PLANT AND EQUIPMENT

AT 31 DECEMBER 2020

Buildings Vehicles and Furniture,
NOK million and property equipment fixtures & other Total
Carrying amount at January 1, 2021 63.2 189.7 23.6 276.5
Acquired in business combinations 3.4 161.6 3.4 168.5
Additions 3.6 61.2 4.8 69.5
Transfer from right-of-use assets (see note 6) 0.1 28.7 0.0 28.8
Depreciation and impairment –4.8 –80.3 –7.2 –92.3
Opening balance correction* –5.4 –5.4
Disposals –4.2 –0.1 –4.3
Translation differences –1.5 –9.7 –0.7 –12.0
Carrying amount at December 31, 2021 63.9 341.6 23.8 429.3

AT 31 DECEMBER 2020

NOK million Buildings
and property
Vehicles and
equipment
Furniture,
fixtures & other
Total
Carrying amount at January 1, 2020 58.8 129.7 14.7 203.2
Acquired in business combinations 7.4 68.9 6.7 83.1
Additions 1.5 16.6 6.0 24.1
Transfer from right-of-use assets (see note 6) 19.5 0.4 20.0
Depreciation and impairment –4.6 –48.1 –4.4 –57.2
Disposals –1.9 –1.3 –0.1 –3.4
Translation differences 1.9 4.5 0.3 6.7
Carrying amount at December 31, 2020 63.2 189.7 23.6 276.5

* The correction of opening balance January 2021 relates to the transfer from leasing to PPE of bought out vehicles. The correction is recognized as depreciation.

NOTE 8 BORROWINGS

Interest-bearing loans as presented in the statement of financial position
NOK million 2021-12-31 2020-12-31
Non-current loans 264.1 768.8
Current portion of loans 61.2 101.3
Total interest-bearing loans 325.3 870.2
Specification of interest-bearing loans per currency
NOK million 2021-12-31 2020-12-31
EUR 68.4 447.1
SEK 16.6 158.3
NOK 240.4 264.8
Total interest-bearing loans 325.3 870.2

Borrowings

The Group have repaid existing loan facilities, replacing it with a new Revolving Facility Agreement securing the Group a total loan facility of NOK million 1 100. The Group are able to draw upon the facility as needed in any of the Groups currencies. The margin of the loan is 1.25% to 2.00% dependent on the leverage ratio. The facility is a three year agreement from the IPO December 2021 with two one year extention options. Of the total facility of NOK million 1 100, 244.4 is utilized (0). In addition, the Group has an overdraft and guarantee facility of NOK 50 million, where 2.5 (46.3) was utilized.

For the Group's borrowings, the carrying amount approximate the fair value.

Covenants

The bank loan facilities are subject to covenants measured as thresholds for certain KPIs. The Norva24 Group is in compliance with all covenants.

NOTE 9 BUSINESS COMBINATIONS

Acquired units during 2021 Country Date Ownership
Kjelsberg Transport AS Norway February 1 100%
GJ & Son AB Sweden February 1 100%
Mayer and Krüger (consists of 2 companies) Germany April 1 100%
GR Avloppsrensning i Stockholm AB Sweden June 1 100%
Malmberg Miljöhantering AB Sweden June 1 100%
Ulvsby Miljö AB (consists of 3 companies) Sweden June 30 100%
Decker Group (consists of 7 companies) Germany June 30 100%

The acquisitions will strengthen the Group's position in the existing segments and the operations of the acquired entities are similar to the existing operations. The Group considers them to be individually immaterial and therefore the acquisitions are shown jointly.

Total purchase consideration 301.9
Shares issued 8.4
(Fair value estimate at date of acquisition)
Earn-out/Contingent consideration 31.0
Cash paid 262.5
Purchase consideration
NOK million
Jan-Dec
2021
Opening balance sheet
----------------------- -- --
Other non-current assets 183.2
Brand 14.4
Customer relationships 28.9
Total assets 334.4
Other current liabilities 78.5
Other non-current liabilities 127.3
Deferred tax on excess values 17.2
Total Liabilities 223.0
Net identifiable assets 111.4
Goodwill 190.5
Total consideration for the shares 301.9
Revenue and profit/loss from acquisition date
to 31 December for the acquisition year Jan-Dec
NOK million 2021
Revenue 253.8
Profit/loss for the period 29.3
Revenue and profit/loss from January 1 to
31 December for the acquisition year (pro forma) Jan-Dec
NOK million 2021
Revenue 348.0
Profit/loss for the period 36.1

Goodwill consists of synergies from cost savings and the increase in market share. The acquired businesses also include the assembled workforce. These items are not identifiable assets, and are subsumed into goodwill. All purchase price allocations in 2021 are preliminary.

Earn-outs are conditional on the acquired entities reaching certain future financial targets such as revenue, EBITDA and EBITA. The Group accounts for earn-outs at fair value and accrues for based on the likelihood of achieving these targets and the expected future pay-out. In 2021 the Group recognized a cost of NOK 6.0 million related to an earn-out as a result of over performance in a subsidiary compared to previous expectations. In 2020 the Group recognized a gain of NOK 11.4 million. Gains are recognised as other financial income, losses as other financial expenses.

Transaction costs for the year amounted to NOK 8.9 million, which is recognized under Other operating expenses in statement of profit or loss.

NOTE 10 CHANGES IN SHARE CAPITAL

NOK million Ordinary
shares
Preference
shares
Share
capital
Additional
paid in capital
At January 1, 2021 2 675 710 7 705 656 10.4 575.9
Capital increases 3 799 32 408 0.0 4.2
New parent share swap – Norva24 Holding AS (old parent company) –2 679 509 –7 738 064 –10.4 9.9
New parent share swap – Norva24 Group AB (new parent company) 2 679 509 7 738 064 10.5
Capital reduction –10.0
Capital increase 10 915 32 743 11.1
Share split 37 665 936 108 791 298
Conversion 116 562 105 –116 562 105
Long term incentive program 13.8
New shares from IPO* 25 555 556 0.1 817.9
At December 31, 2021 182 474 021 0.6 1 432.8

* Pending registration at Bolagsverket (the Swedish Companies Registration Office)

NOK million Ordinary
shares
Preference
shares
Share
capital
Additional
paid in capital
At January 1, 2020 2 633 451 7 578 878 10.2 546.9
Capital increases 42 259 126 778 0.2 29.0
At December 31, 2020 2 675 710 7 705 656 10.4 575.9

Long term incentive program

The Group have long term incentive program for selected part of management. The program is equity settled where a maximum of 6 207 880 new share can be issued three years after the IPO. The numbers of shares to be issued is calculated as the difference between the share price after three years and the strike of the program that is 44.3 SEK pr Share, and the share price. The stock options is acquired by management at fair value and the proceeds is included in other paid in capital.

NOTE 11 SUBSEQUENT EVENTS

There have been no events after the balance sheet date that would have had a material impact on the financial statements, or the assessments carried out.

Parent Company

PARENT COMPANY CONDENSED STATEMENT OF PROFIT OR LOSS
Oct-Dec Oct-Dec Jan-Dec Jan-Dec
SEK million
Note
2021 2020 2021 2020
Total operating revenue
Other operating expenses –31.2 –31.2
Earnings before interest and taxes (EBIT) –31.2 –31.2
Net financial items 0.9 0.9
Loss before income tax –30.3 –30.3
Income tax expenses 16.7 16.7
Loss for the period –13.6 –13.6
Other comprehensive income
PARENT COMPANY CONDENSED BALANCE SHEET
Dec 31, Dec 31,
SEK million
Note
2021 2020
ASSETS
Non-current assets
Investment in subsidiaries 2 881.7
Deferred tax asset 16.7
Non-current intercompany receivables 879.9
Total non-current assets 3 778.3
Current assets
Current receivables 52.2 0.1
Current intercompany receivables 11.3
Cash and cash-equivalents 0.1
Total current assets 63.7 0.1
Total assets 3 842.0 0.1
EQUITY AND LIABILITIES
Equity
Restricted equity 0.6 0.1
Non-restricted equity 3751.9
Total equity 3 752.5 0.1
Current liabilities
Accounts payable 32.9
Other current liabilities 56.5
Total current liabilities 89.5
Total equity and liabilities 3 842.0 0.1

Declaration of the Board of Directors

The Board of Directors and Chief Executive Officer warrant and declare that this interim report gives a true and fair view of the Parent Company's and Group's operations, financial positions and results, and that it describes significant risks and uncertainties faced by the Parent Company and the companies included in the Group.

Stockholm, February 27, 2022

Vidar Meum Chairman

Allan Engström Arild Bødal Einar Nornes Board member Board member Board member

Mats Lönnqvist Linus Lundmark Monica Reib Board member Board member Board member

Terje Bøvelstad Ulrika Östlund Board member Board member

Henrik Damgaard CEO

QUARTERLY DATA FOR THE CONSOLIDATED GROUP
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
NOK million 2020 2020 2020 2020 2021 2021 2021 2021
Total operating revenue 344.8 363.5 368.5 445.7 408.9 486.5 541.0 588.9
EBITDA 64.8 89.0 92.5 95.6 75.3 101.8 117.8 136.2
EBITA 34.1 53.3 56.4 52.4 26.7 50.1 61.8 82.8
EBIT 30.2 49.7 52.4 46.9 20.3 43.0 54.6 75.6

NORVA24 | YEAR-END REPORT JANUARY-DECEMBER 2021 29

Key performance indicators

KEY FIGURES RECONCILIATION OF ALTERNATIVE PERFORMANCE MEASURES, NOT DEFINED UNDER IFRS Line ID NOK million Source Calculation Oct-Dec 2021 Oct-Dec 2020 Jan-Dec 2021 Jan-Dec 2020 A Total operating revenue P&L 588.9 445.7 2 025.2 1 522.5 Profit/(Loss) for the period P&L 50.7 13.0 86.0 112.0 Earnings per share (basic and diluted), NOK P&L 0.36 0.09 0.81 1.87 Average number of ordinary shares outstanding 132 162 356 40 027 525 64 165 959 39 600 347 Growth in total revenue, % 31.8 25.9 32.9 18.3 Organic growth in total operating revenue, % 5.2 0.0 0.7 1.7 Acquired growth in total operating revenue, % 26.6 25.9 32.1 16.6 B Total operating expenses P&L 452.7 350.2 1 594.2 1 180.8 C EBITDA (earnings before interest, taxes, depreciation, amortization and impairment) C=A–B 136.2 95.6 431.0 341.8 EBITDA margin, % C/A 23.1 21.4 21.3 22.4 D Depreciation and impairment of tangible assets (PPE and leasing right-of-use assets) Note 5 + Note 7 53.3 43.2 209.6 145.6 E EBITA E=C–D 82.8 52.4 221.5 196.2 EBITA margin, % E/A 14.1 11.8 10.9 12.9 F Depreciation, amortization and impairment of tangible and intangible assets P&L 60.6 48.7 237.5 162.6 G EBIT G=C–F 75.6 46.9 193.5 179.2 EBIT margin, % G/A 12.8 10.5 9.6 11.8 H Non-recurring items, expenses –0.8 10.5 30.8 15.7 H2 Non-recurring items, depreciation and amortization 0.0 0.0 5.4 0.0 I Adjusted EBITDA I=C+H 135.4 106.0 461.8 357.5 Adjusted EBITDA margin, % I/A 23.0 23.8 22.8 23.5 J Adjusted EBITA J=E+H+H2 82.0 62.9 257.7 211.9 Adjusted EBITA margin, % J/A 13.9 14.1 12.7 13.9 K Adjusted EBIT K=G+H+H2 74.8 57.4 229.7 194.9 Adjusted EBIT margin, % K/A 12.7 12.9 11.3 12.8 L Leasing payments Note 6 46.0 37.5 163.4 137.4 M Capital expenditures (additions less disposals) Note 7 24.1 4.5 65.2 20.7 N Cash capital expenditures N=L+M 70.1 42.0 228.6 158.1 O Cash EBITA O=C–N 66.1 53.6 202.5 183.7 P Adjusted cash EBITA P=I–N 65.3 64.1 233.2 199.4 Adjusted cash EBITA margin, % P/A 11.1 14.4 11.5 13.1 Q Net cash inflow from operating activities Cash flow Statement 139.0 135.0 337.4 353.8 R Cash conversion, % Q/I 102.6 127.3 73.1 99.0

Line Balance sheet key financials

ID NOK million Source Calculation 31-12-2021 31-12-2020
AA Non-current and current loans Financial position 325.3 870.2
AB Non-current and current lease liabilities Financial position 698.7 556.4
AC Cash and cash equivalents Financial position 260.4 180.9
AD Net debt AD=AA+AB–AC 763.6 1 245.6
AE Net debt/LTM adjusted EBITDA* AE=AD/I 1.7 3.5
BA Inventories Financial position 10.8 2.7
BB Accounts receivable Financial position 281.4 238.8
BC Other current receivables Financial position 171.2 60.8
BD Accounts payable Financial position 144.2 86.5
BE Other current payables Financial position 378.6 217.3
BF Net working capital BF= BA+BB+BC-BD–BE –59.3 –1.5
BG Net working capital/LTM total revenue, % BG=BF/A –2.9 –0.1
CA Total assets Financial position 3 225.1 2 544.5
CB Current liabilities Financial position 764.8 567.3
CC Capital employed CC=CA–CB 2 460.3 1 977.2
CD Return on capital employed, % CD=G(LTM)/CC 7.9 9.1

* LTM – Last twelve months

SEGMENT KEY PERFORMANCE INDICATORS
Oct-Dec Oct-Dec Jan-Dec Jan-Dec
NOK million 2021 2020 2021 2020
Segment total operating revenue
Norway 220.5 199.6 801.5 738.6
Germany 197.7 109.6 646.3 285.2
Sweden 99.8 60.7 306.6 192.2
Denmark 70.9 75.8 270.8 306.4
Total operating revenue 588.9 445.8 2 025.2 1 522.5
Segment EBITDA
Norway 54.5 59.7 203.4 203.8
Germany 44.8 13.7 163.9 68.0
Sweden 20.6 17.1 69.4 57.4
Denmark 50.1 12.3 72.1 41.8
Corporate & other –33.9 –7.3 –77.8 –29.2
Total EBITDA 136.2 95.5 431.0 341.7
Segment EBITDA margin, %
Norway 24.7 29.9 25.4 27.6
Germany 22.7 12.5 25.4 23.8
Sweden 20.7 28.1 22.6 29.8
Denmark 70.7 16.2 26.6 13.6
Norva24 Group 23.1 21.4 21.3 22.4
Segment adjusted EBITDA
Norway 55.0 59.7 204.7 204.7
Germany 51.9 24.2 174.0 78.6
Sweden 20.9 17.1 72.2 58.3
Denmark 9.9 12.3 31.9 41.8
Corporate & other –2.3 –7.3 –20.9 –25.8
Total adjusted EBITDA 135.3 105.9 461.8 357.4
Segment adjusted EBITDA margin, %
Norway 25.0 29.9 25.5 27.7
Germany 26.2 22.1 26.9 27.5
Sweden 20.9 28.1 23.5 30.3
Denmark 14.0 16.2 11.8 13.6
Norva24 Group 23.0 23.8 22.8 23.5

NORVA24 | YEAR-END REPORT JANUARY-DECEMBER 2021 32

Oct-Dec Oct-Dec Jan-Dec Jan-Dec
NOK million 2021 2020 2021 2020
Segment EBITA
Norway 33.7 42.1 122.4 139.2
Germany 29.0 6.1 108.2 47.8
Sweden 10.1 12.4 36.3 39.8
Denmark 43.9 –1.0 32.3 –1.5
Corporate & other –33.9 –7.3 –77.8 –29.2
Total EBITA 82.8 52.3 221.5 196.2
Segment EBITA margin, %
Norway 15.3 21.1 15.3 18.9
Germany 14.7 5.6 16.7 16.8
Sweden 10.1 20.4 11.9 20.7
Denmark 61.9 –1.4 11.9 –0.5
Norva24 Group 14.1 11.7 10.9 12.9
Segment adjusted EBITA
Norway 34.2 42.1 126.2 140.1
Germany 36.0 16.6 119.1 58.4
Sweden 10.3 12.4 39.6 40.7
Denmark 3.7 –1.0 –6.3 –1.5
Corporate & other –2.3 –7.3 –20.9 –25.8
Total adjusted EBITA 82.0 62.9 257.7 211.9
Segment adjusted EBITA margin, %
Norway 15.5 21.1 15.7 19.0
Germany 18.2 15.1 18.4 20.5
Sweden 10.4 20.4 12.9 21.2
Denmark 5.3 –1.4 –2.3 –0.5
Norva24 Group 13.9 14.1 12.7 13.9

Definitions

DEFINITIONS AND EXPLANATIONS OF KEY PERFORMANCE INDICATORS
Measure Definition Reason for use
Total operating
revenue growth
Change in total operating revenue as a percentage of
total operating revenue during the comparison period,
i.e., the previous year or quarter.
Change in total operating revenue reflects the Company's
realised operating revenue growth over time.
Organic growth in total
operating revenue
Change in total operating revenue in comparable units
after adjustment for acquisition effects, as a percentage
of total operating revenue during the comparison period.
Organic total operating revenue growth excludes the
effects of changes in the Company structure, which
enables a comparison of operating revenue over time.
Acquired growth in
total operating revenue
Change in total operating revenue as the percentage
change from the comparison period of total operating
revenue during the comparison period, driven by
acquisitions. Acquired total operating revenue is
defined as total operating revenue during the period
attributable to companies which have been acquired
during the most recent 12-month period and for these
companies only operating revenue until 12 months
after acquisition closing date.
Acquired growth – Total operating revenue growth
reflects the acquired units' effects on total operating
revenue.
EBITDA Earnings before interest, taxes, depreciation and
amortization.
EBITDA provides an overall picture of profit generated
from the operating activities and is a supplement to the
operating profit (EBIT).
EBITDA margin EBITDA as a percentage of total operating revenue. EBITDA margin is used to measure operating
profitability and indicates the Company's operating
earnings capacity.
EBITA Earnings before interest, taxes and amortization. EBITA provides an overall view of profit generated by
operating activities and is a supplement to the operating
profit.
EBITA margin EBITA in relation to total operating revenue. EBITA margin is used to measure operating profitability
and indicates the Company's operating earnings capacity.
EBIT margin Earnings before interest and taxes (EBIT) in relation to
total operating revenue.
Operating margin enables comparisons of the
Company's profitability regardless of capital structure
or tax situation.
Non-recurring items Items affecting comparability such as acquisition
costs, integration costs and listing costs.
Enables comparison of profitability measures without
items affecting comparability.
Adjusted EBITDA EBITDA adjusted for non-recurring items. Enables comparison of EBITDA without items affecting
comparability with other periods. Adjusted EBITDA is
a measure that the Company regards as relevant for
investors who wish to understand income generation
before investments in noncurrent assets and items
affecting comparability.
Adjusted EBITDA
margin
Adjusted EBITDA as a percentage of total operating
revenue.
Adjusted EBITDA margin excludes the effect from items
affecting comparability, which enables a comparison of
the underlying operating profitability over time.
Adjusted EBITA EBITA adjusted for non-recurring items. Enables comparison of EBITA without items affecting
comparability with other periods. Adjusted EBITA is
a measure that the Company regards as relevant for
investors who wish to understand income generation
before investments in noncurrent assets and items
affecting comparability.
Adjusted EBITA margin Adjusted EBITA as a percentage of total operating
revenue.
Adjusted EBITA margin excludes the effect from items
affecting comparability, which enables a comparison of
the underlying operating profitability over time.
Measure Definition Reason for use
Adjusted EBIT Earnings before interest and taxes (EBIT) adjusted for
non-recurring items.
Adjusted EBIT (operating profit) excludes the effect from
items affecting comparability, which provides an over
picture of profit generated from the operating activities.
Adjusted EBIT margin Adjusted operating profit as a percentage of total
operating revenue.
Adjusted EBIT (operating margin) excludes the effect
from items affecting comparability, which enables a
comparison of the underlying business over time.
Cash capital
expenditures
Lease payments for vehicles including interest and
amortization of vehicle lease liability, rental payments
for real estate and capital expenditures (investments
in owned vehicles and equipment less disposals)
Cash capital expenditures is used as an alternative
measure for the Group's capital expenditures to reflect
that leasing agreements are capitalized upfront while
the cash payments are done over the lease period.
Cash EBITA EBITDA less cash capital expenditures Cash EBITA provides an overall view of profit generated
by operating activities and is a supplement to the
operating profit. The measure is comparable to EBITA,
but instead EBITDA less depreciation of fixed and leased
assets, it is adjusted for the cash expenditures to such
assets. This will show the impact of timing of CAPEX and
the impact of financial lease on profitability.
Adjusted cash EBITA Cash EBITA adjusted for non-recurring items Cash EBITA adjusted for non-recurring items affecting
comparability which enables a comparison of the
underlying operating profitability over time.
Net debt Total interest bearing liabilities less cash and cash
equivalents. Total interest bearing liabilities consists
of non-current and current loans, non-current and
current leasing liabilities according to IFRS 16, and
loans from shareholders.
Net debt is used to monitor the interest-bearing
liabilities development and monitor the level of the
refinancing requirement. The measure is also used as
the numerator in the Net debt ratio used to monitor
financial leverage.
Net debt/
LTM adjusted EBITDA
Net debt in relation to twelve-month adjusted EBITDA.
Pro forma EBITDA includes all operations within the
Group for the full last twelve month period.
The Company uses the Net debt ratio to monitor the
level of financial leverage.
Net working capital Inventory, accounts receivable and other current
receivables less trade payables and other current
liabilities.
The measure shows how much net working capital is
allocated in the operations and is useful to indicate how
effectively net working capital is used.
Net working capital/
operating revenue
Net working capital in relation to the pro forma rolling
twelve-month operating revenue.
Net working capital ratio enables the Company to
measure its net working capital over time.
Capital expenditures Capital expenditures is defined as funds used by
the Group to acquire, upgrade, and maintain owned
physical assets such as property, buildings, vehicles,
or equipment. Excluding acquisitions and divestments.
Capital expenditures is used to measure the required
accounted invested funds to acquire, upgrade, and
maintain the Company's physical assets.
Net cash inflow from
operating activities
From the Cash flow statement. Operating cash flow is used to monitor cash flows gene
rated by operating activities. The measure is also used
as the numerator in the calculation of cash conversion.
Cash conversion Net cash inflow from operating activities in relation to
adjusted EBITDA.
Cash conversion enables the Company to monitor how
efficiently the Company manages operating investments
and working capital as well as the operating activity's
ability to generate cash flows.
Capital employed Total assets less current liabilities. Capital employed is a measure which the Company uses
for calculating the return on capital employed and for
measuring how efficient the Company is without taking
goodwill generated in connection with acquisition into
account.
Return on capital
employed
EBIT in relation to Capital employed.

History

Although the oldest local branch of Norva24 was founded in 1919 in Norway as a family business offering UIM services with horses and carriages, Norva24 in its current form was created in 2015 through a merger of five local UIM companies in Norway, in order to bring a disruptive business model to and professionalize the UIM services industry. In connection with the establishment of Norva24, the Valedo Partners Fund II AB invested in the Group.

Current position

Norva24 is one of the leading European players in the UIM industry with strong market presence within all its Northern European markets; Norway, Germany, Sweden and Denmark.

In 2021 Norva24 exceeded NOK 2.1 billion in proforma revenues, strengthened the network to 66 branches, increased the number of employees to 1 450 and completed Norva24's 32nd acquisition.

0 Strictly private and confidential Source: Company information. Norva24 is operating in many different parts of the Underground Infrastructure Maintenance serving a number of different types of customers. UIM services are mission critical and essential for society.

Vision & Core values

"Our long-term vision is to build a European market leader and lighthouse in Underground Infrastructure Maintenance (UIM). Norva24's vision is to become the leading European operator in our industry and an inspiration to the UIM industry development in Europe"

Values and Guiding Principles

Passion

Trust

Let these values be guiding for our business:

  • We deliver what's been agreed
  • We are competent and deliver high professional quality and precision
  • We see and understand the customers needs
  • We show decisiveness by getting things done, and seek help from others when needed to get the job done
  • We have passion for our job and will always help
  • We are focused at finding solutions and have a positive appearance when meeting customers and colleagues
  • We are uncomplicated and informal
  • We meet customers and colleagues with a smile

Medium term financial targets

Revenue growth

Target to achieve revenue of around NOK 4.5bn by 2025 while achieving an average organic growth per annum of at least in line with market growth.

Profitability

Target to achieve an adjusted EBITA margin of 14-15% in the medium term.

Capital structure

Norva24's capital structure shall enable a high degree of financial flexibility and allow for acquisitions. Target steady state net debt ratio (including IFRS16 lease liabilities) should normally not exceed 2.5x adjusted EBITDA, other than temporarily as a result of M&A. Temporarily is defined as maximum four calendar quarter sequentially.

Dividend Policy

As part of Norva24's vision and strategy, it intends to reinvest cash flows into growth and expansion initiatives, including acquisitions, and as such does not expect to pay annual dividends to its shareholders in the medium term.

Shareholder information & financial calendar

TOP 10 OWNERSHIP STRUCTURE DECEMBER 31, 2021

Shareholder Total shares Ownership, %
Valedo Partners Fund II AB 60 346 567 33.07
Swedbank Robur Fonder 18 055 555 9.89
Invest24 AS 12 519 326 6.86
DNB Fonder 5 465 848 3.00
Carnegie Fonder 4 050 000 2.22
Tredje AP-fonden 3 857 324 2.11
AQP Holding AS 3 446 536 1.89
Livförsäkringsbolaget Skandia 3 439 194 1.88
Voß, Andreas 3 409 851 1.87
JKT Birkeland Invest AS 3 140 574 1.72
Other 64 743 246 35.48
Total 182 474 021 100.0

Contact information

Stein Yndestad, Group CFO Tel: +47 916 86 696 [email protected]

Sture Stölen, Head of IR Tel: +46 723 68 65 07 [email protected]

[email protected]

Financial calendar

Annual report 2021 April 25, 2022
Interim report January-March 2022 May 25, 2022
Annual General Meeting 2022 May 25, 2022
Interim report January-June 2022 August 24, 2022

Norva24 Grandeveien 13, 6783 Stryn, Norway [email protected] www.norva24.com