NRC Group — Earnings Release 2021

Feb 16, 2022

Result Report

4th quarter 2021

From the CEO

2021 has been a good year for NRC Group, and our performance in the fourth quarter confirms the positive trend. I would like to thank all employees for the effort put down to get NRC Group on the right track. The systematic work the past two years to improve our core processes, winning the right projects at the right price, and improving project execution capabilities clearly yields results.

In the fourth quarter, we continued the good progress on all key financial metrics. The revenues for the quarter were NOK 1.6 billion, with all countries contributing to an organic growth of 7% adjusted for currency effects. We delivered an EBITA* of NOK 50 million, up from NOK -10 million the same quarter in 2020. The operating cash flow was NOK 149 million, an improvement of NOK 39 million from last year. We ended 2021 with a strong financial position.

In the fourth quarter, we secured an order intake of NOK 1.9 billion. With an order backlog of NOK 7.8 billion and attractive tenders in the market, we are well positioned for profitable growth in 2022.

Our main priorities will remain the same for 2022 – focusing on our core processes to build a solid order backlog and sharpen project execution capabilities to improve our margins. We will also leverage on our leading Nordic position by utilising our collective capacity and competence across countries, to increase the growth and profitability.

With our entrepreneurial spirit we always strive for new effective ways of working and to build trust among employees and partners. Our mission is to build infrastructure for tomorrow, and we continue to go the extra mile to find sustainable solutions both for society and people.

Stay healthy and safe.

Henning Olsen CEO

Key figures Q4

Revenue

• NOK 1.6 billion (NOK 1.6 billion)

EBITA*

• NOK 50 million (NOK -10 million)
• EBITA* margin 3.1% (-0.7%)

Orders

• Order intake of NOK 1.9 billion (NOK 1.4 billion)
• Order backlog of NOK 7.8 billion (NOK 6.5 billion)

Liquidity

• Operating cash flow of NOK 149 million (NOK 110 million)
• Cash position of NOK 626 million (NOK 610 million)

Key figures 2021

• Revenue of NOK 6.0 billion (NOK 6.4 billion)
• EBITA* of NOK 139 million (NOK 50 million)
• EBITA* margin 2.3% (0.8%)
• Order intake NOK 7.6 billion (NOK 5.3 billion)
• Cash flow from continuing operations of NOK 358 million (NOK 312 million)

Key figures

	Q4 2021	Q4 2020	FY 2021	FY 2020
Revenue	1,601	1,578	5,957	6,449
EBITDA EBITA	97 50	44 -10	336 139	264 50
EBIT*	31	-25	75	-8
EBITA* (%)	3.1%	-0.7%	2.3%	0.8%
Order intake Order backlog Cash flow from operating activities	1,872 7,801	1,392 6,475	7,581 7,801	5,339 6,475
(continuing operations) Cash and cash equivalents	149 626	110 610	358 626	312 610
Net debt	891	1,158	891	1,158
Equity ratio	47%	47%	47%	47%
Employees	1,893	1,914	1,893	1,914

Improved margins and strong order intake

Fourth quarter revenue was NOK 1,601 million compared to NOK 1,578 million for the same period of 2020. The revenue increased with 1% in the quarter. Adjusted for currency effects the actual growth was 7%, mainly due to strong growth in Norway, but also Sweden and Finland increased their revenues. Group EBITA* was NOK 50 million compared to NOK -10 million for the same period last year. The EBITA* margin increased to 3.1% from -0.7% in the same quarter last year mainly due to improved profitability in Norway. The order intake in the quarter was solid with NOK 1,872 million and a book-to-bill ratio of 1.2. The cash flow from operations in the quarter continued strong with NOK 149 million compared to NOK 110 million in the same quarter last year.

Finland had a revenue of NOK 706 million compared to NOK 740 million in the fourth quarter of 2020. Adjusted for currency effects the organic growth was 3%. The profitability was solid with an EBITA of NOK 59 million compared to NOK 62 million in the same period of 2020, leading to an EBITA* margin of 8.3% for the quarter, slightly down from 8.4% last year. The strong profitability is mainly explained by continued solid results in Rail Construction and positive results from sale of machinery.

Revenue from the Swedish operation amounted to NOK 398 million for the quarter compared to NOK 396 million in the same period of 2020. The organic growth in the quarter was 7% due to stronger order intake. In the fourth quarter, the Swedish operation was awarded several important contracts improving the order backlog and leading to a much stronger position going into 2022. EBITA* for the quarter was NOK -21 million, at same level as in the same period of 2020. The profitability is still impacted by low revenue in addition to cost provisions related to old projects won before 2020.

Revenue in Norway was NOK 508 million compared to NOK 442 million in the fourth quarter of 2020. The organic growth was 15% in the quarter mainly driven by the Environment and Civil divisions. EBITA* was NOK 21 million compared to NOK -43 million in the same period of 2020, which leads to an EBITA* margin of 4.2% this quarter, up from -9.7% for the same period last year. The increased profitability is mainly explained by improved results in the Environment division where implemented measures during the year have yielded results. The profitability in the fourth quarter last year was affected by significant write-downs in this division.

Group operating profit (EBIT) for the quarter was NOK 10 million, an increase from NOK -16 million last year. The EBIT in the quarter was affected by one-off M&A cost provisions of -22 million related to previous years' acquisitions. Approximately NOK 10 million is related to a loss in a court case against the previous owners of Signal och Banbyggarna i Dalarna AB (company acquired in 2017) in Stockholm's District Court. NRC Group was judged to pay the defendants litigation costs. NRC Group has appealed. In December 2021, NRC Group received a claim of approximately NOK 12 million related to an insurance case in Finland from 2016.

Net financial items amounted to NOK -16 million for the quarter, compared to NOK -20 million for the same period last year.

Fourth quarter order intake was NOK 1,872 million, split on announced contracts of NOK 935 million and unannounced order intake of NOK 937 million. The order backlog amounted to NOK 7,801 million at the end of December, an increase of NOK 154 million from last quarter.

In Norway, new orders included an appointed contract by Oslo Municipality of NOK 95 million for ground, foundation and construction work in connection with the establishment of a water reservoir at Holmenkollen. The work commenced in January 2022 and is scheduled for completion in October 2023. NRC Group Sweden was appointed to a contract of track renewal on the railway connections between Älvsbyn-Piteå, Bastuträsk-Skellefteå and Västeraspby-Långsele by the Swedish Transport Administration. The contract is valued at approximately SEK 199 million. The work commenced in November 2021 and is scheduled for completion in November 2022. New orders in Sweden also included a contract for track related work in Örebro municipality, appointed by the Swedish Transport Administration. The contract is valued at SEK 43 million and commenced in November 2021. The work is scheduled for completion in November 2022. In Finland, new orders included a contract for track construction, electro and groundwork at Haapajärvi and Oulainen raw wood terminals in Northern Finland. The contract is valued at approximately EUR 19.8 million. The work commenced in January 2022 and is scheduled for completion in November 2023.

The Group has identified an addressable tender pipeline of approximately NOK 19 billion for the next nine months. This compares to a NOK 20 billion tender pipeline three months ago and NOK 21 billion at the same time in 2020.

The tender pipeline in Finland is approximately NOK 1.6 billion, a decrease of approximately NOK 2.4 billion compared to the tender pipeline three months ago mainly due to postponed tenders.

The tender pipeline is approximately NOK 3.6 billion lower than the same period last year, mainly related to maintenance tenders which have been awarded during 2021.

The tender pipeline in Norway is approximately NOK 8.9 billion, an increase of NOK 1.4 billion compared to the tender pipeline three months ago. The increase is mainly in Rail Construction. The tender pipeline has increased approximately by NOK 2.7 billion compared to the same period last year.

In Sweden, the tender pipeline is approximately NOK 8.6 billion, at same level as three months ago. The tender pipeline is NOK 1.4 billion lower than the same period last year, which is mainly related to reduced level of tenders in maintenance as there have been several contracts awarded in 2021.

Update on Covid-19

NRC Group continues a sharp focus on adopting guidelines and policies to prevent and handle Covid-19 outbreaks. The Group monitors the development of the pandemic and its potential impact on the industry and on business continuity. The main risks are related to potential operational impact with new outbreaks and variants, and if restrictions reoccur.

The infection rate for Covid-19 is expected to remain high for a period. This will impact the sickness absence rate in the Group.

NRC Group's main priority is to keep employees safe while maintaining operations. The Group communicates regularly and transparently to equip teams for virtual working and safe project execution. The Group complies with restrictions and guidelines from relevant authorities and follows up with immediate actions when relevant and needed.

The Covid-19 pandemic has had limited financial impact for NRC Group to date. Still the long-term impact for the societies and people is characterised by uncertainty.

Dividend

NRC Group expects to create value for its shareholders by combining increased share value in a long-term perspective and distribution of dividends. The Board of Directors at NRC Group has introduced a dividend policy whereby, subject to a satisfactory underlying financial performance, it is NRC Group's ambition over time to distribute a dividend minimum of 30% of the profit for the year. Based on the 2021 results, the Board of Directors will not propose a dividend for 2021.

Outlook

NRC Group is strongly positioned in a growing market with a substantial tender pipeline. Proposed national budgets and updated proposals of the National Transportation Plans with substantial long-term investments, confirm a positive market outlook.

NRC Group continues its focus on measures to improve profitability. For 2022 we expect a continued positive operational and financial development with moderate to strong revenue growth and moderate increase in EBITA* margin compared to 2021.

Cash flow

Net cash flow from operating activities for the fourth quarter of 2021 was NOK 149 million, founded on an EBITDA of NOK 75 million and reduced net working capital. The comparable operating cash flow for the same period last year was NOK 110 million. The year-to-date cash flow at NOK 358 million was NOK 46 million higher than last year.

Net cash flow for investing activities in the fourth quarter was NOK 5 million compared to NOK -2 million last year. The cash flow was positive from sale of fixed assets exceeds purchases and M&A related payments for prior acquisitions.

The quarterly net cash flows of NOK -91 million for financing activities include ordinary instalments and interests for loans and lease liabilities (financial and operating). Cash from sale of treasury shares relates to the employee share program. Last year's year-to-date financing activities were significantly impacted by the NOK 700 million capital increase in the first quarter of 2020.

The fourth quarter net change in cash was NOK +63 million compared to NOK -1 million last year. Cash at the end of the period amounted to NOK 626 million. The Group has an unused credit facility of NOK 200 million.

Financial position

Intangible assets decreased by NOK 33 million to NOK 2,867 million at the end of the quarter. Deferred tax assets increased with NOK 25 million to NOK 137 million at the year-end. Included in this is tax assets related to losses carried forward amounting to NOK 251 million of which NOK 88 million have not been capitalised. These losses will carry forward and reduce tax payables in Norway and Sweden in coming years. Goodwill decreased with NOK 39 million to NOK 2,666 million in the quarter due to currency exchange differences. Other intangible assets decreased with NOK 19 million to NOK 63 million due to amortisations.

There were no significant net changes to other non-current assets, including tangible assets and right-of-use assets during the quarter.

Total receivables decreased by NOK 29 million to NOK 1,359 million during the quarter.

Total assets at NOK 5,587 million reduced by NOK 20 million in the quarter. The equity ratio was 47% on 31 December 2021.

Interest-bearing liabilities consist of a EUR 42.8 million bank loan, a NOK 600 million bond and discounted cash flows related to lease agreements, including operating leases under IFRS 16. Total interest-bearing liabilities amounted to NOK 1,518 million at the end of December, including operating lease liabilities of NOK 150 million. The repayment of the EUR bank loan amounted to NOK 36 million in the quarter. Total lease liability increased by NOK 11 million to NOK 492 million as the discounted value of new lease agreements was higher than the lease payments and terminated agreements.

Net interest-bearing debt decreased by NOK 93 million during the quarter to NOK 891 million mainly due to the positive cash flows.

Risks

NRC Group is exposed to operational, financial and market risks. Operational risks include risk assessment and contingency appraisal in project tendering, project execution, significant market adjustments in cost of goods, materials or services, claims and legal proceedings. In addition, it includes resource optimisation following fluctuations in seasonal demand in the business and ability to implement strategies, as well as macroeconomic conditions such political changes including change in government spending, demand or priorities.

NRC Group aims to undertake operational risk that the business units can influence and control. NRC Group has developed risk management processes that are well adapted to the business. This includes analysis of project risk from the tendering phase through to completion to ensure appropriate pricing and risk management. NRC Group also seeks to minimise the exposure to risk that cannot be managed.

Financial risks include financial market risk, credit risk and liquidity risk. Financial market risks most relevant for the Group are currency risk and interest rate risk. A Group risk management policy for hedging is implemented to manage this risk. By having operational units in different functional currencies, NRC Group is exposed to currency translation risks related to subsidiaries in Sweden (SEK) and Finland (EUR). The Group has an EUR currency loan to hedge the net investment in Finland. Most transactions in the Group are in local functional currencies. Significant transactions in other than functional currencies are assessed, and hedging instruments are considered to limit the risks associated with foreign exchange. The bond issued in

September 2019 carries an interest of three months NIBOR + 4% until maturity on 13 September 2024. The three months NIBOR has been hedged to a fixed rate of 1.838% for the full period. The fair market value of the hedge at the end of the quarter was NOK -4 million, impacting other comprehensive income.

Liquidity risk is the risk that the Group will be unable to meet its financial obligations when they are due. The Group had total current assets of NOK 2,013 million at the end of the quarter, NOK 272 million higher than the short-term liabilities. Total unrestricted cash amounted to NOK 626 million in addition to an unused multi-currency credit facility of NOK 200 million. The central management team and the local managers of the subsidiaries monitor the Group's liquid resources and credit facilities through revolving forecast based on expected cash flow. The cash flow is impacted by seasonal fluctuations. The current cash position and the multi-currency cash pool provide appropriate flexibility for managing cash flows and reserves within the Group.

Work in progress and trade receivables are set out contractually, which means that the amount of capital committed is determined by the credit terms of the contracts. NRC Group's liquidity reserves will normally be at its lowest in the spring and summer due to the seasonality in the business.

NRC Group's customers are to a large degree municipalities or government agencies, or companies or institutions where municipalities or government agencies have a dominant influence. NRC Group considers the risk of potential future bad debt losses from this type of customer to be low.

The Covid-19 outbreak overall impact during 2020 and 2021 has been limited for the Group. Any negative development in how the virus spreads and measures implemented by the authorities in our core markets in Norway, Sweden and Finland can however still have a significant impact on our operations. Any financial impact will depend on the contract terms on a project-by-project basis. Long-term, NRC Group sees limited impact on infrastructure investments.

Building a sustainable company

The increasing demand to build and maintain high-quality infrastructure in the Nordics, together with the opportunities that lie in urbanization and climate positive city development, promise an exciting outlook for NRC Group. Supporting our mission of creating infrastructure that goes beyond the demands of today and tomorrow, we pursue a strategy of sustainable growth, promoting climate-friendly solutions and proactively work to becoming a zero-emission industry.

The EU Taxonomy

The Taxonomy is first and foremost a list of criteria that must be met for an activity to be considered sustainable. This list, as well as other provisions, are proposed to be incorporated into Norwegian law via the EEA Agreement through a new sustainable finance law. The legislation is not yet enforced, but NRC Group will regardless disclose the Key Performance Indicators (KPIs) as defined in the Taxonomy based on capturing, analysing, and consolidating information founded on the proposed framework.

Based on the Group's review of economic activities for 2021, the following KPIs have been consolidated:

	Eligible	Aligned
KPIs
Turnover (Revenue)	87%	62%
Operational expenses (OpEx)	87%	63%
Investments (CapEx)	77%	64%

A large part of the Group's activities is defined as eligible under the Taxonomy. Most of the activities also meet the technical screening criteria's, the do no significant harm criteria and the other requirements to be classified as sustainability aligned. Activities have been analysed on a project-by-project or an item-by-item basis, and measures are planned whenever possible to increase the share of aligned activities going forward. Planned measures to be implemented in 2022 would, if implemented in 2021, increased the aligned turnover to approximately 72%.

The methodology to capture, analyse and consolidate information for the sustainability reporting will be described in our Sustainability Report for 2021.

Commitment to SDGs

The UN Sustainable Development Goals provide a common and necessary roadmap, to explore opportunities for a better future both for the people and for the planet. All 17 goals are relevant for NRC Group, but some of them are more material than others. The solutions and the expertise from NRC Group, make the company well positioned to improve productivity across markets. This will in turn give a more safe, effective, and sustainable way of connecting cities with people.

3 GOOD HEALTH AND WELL-BEING

Occupational health and safety are top priorities in NRC Group. The goal is that all employees and partners shall return home every day completely free of injuries. The company works proactively to reduce all work-related accidents. In addition, the company encourages employees to a healthy lifestyle. By the end of December, the LTI* rate was 6.4 (5.1) and the TRI** rate was 18.5 (13.4). The sickness absence rate at the end of the quarter was 3.9%, compared to 4.8% in the same quarter in 2020.

5 GENDER EQUALITY

NRC Group operates in a male dominated industry, which is reflected in the gender composition for the company. This requires extra effort put down to retain and recruit a more diverse workforce. NRC Group has developed a diversity plan to improve the equality.

7 AFFORDABLE AND CLEAN ENERGY

The company pays attention to, and report on, energy consumption, and calculate the footprint. By focusing on energy efficiency and renewable energy, NRC Group reduces our emissions and helps promote the development of a sustainable industry.

8 DECENT WORK AND ECONOMIC GROWTH

Employees work in a wide variety of working environments. The wellbeing of the employees is a key to successful projects and the company works actively to improve and optimise the working conditions.

9 INDUSTRY, INNOVATION AND INFRASTRUCTURE

NRC Group proudly supplies sustainable transport solutions which include the entire value chain for rail construction and maintenance, harbours and roads. The service offering includes groundwork, specialised trackwork, safety, electro, telecom, signalling systems and environmental solutions.

10 REDUCED INEQUALITIES

The employees conduct more than 40,000 hours of training per year. A proactive approach through NRC Academy is a key factor to build a unified company culture as well as retain and attract new employees. A diverse and inclusive workforce is a key driver for growth, and equal opportunities is a foundation for future development of the workforce. In Norway, a diversity network is established to work on specific activities towards an even more inclusive work culture and to reduce inequalities, were training to raise awareness is key.

11 SUSTAINABLE CITIES AND COMMUNITIES

How communities build and manage urban spaces is key for the sustainable development going forward. Low-emission transport that secures a safe and efficient travel for its citizens is significant. Providing sustainable infrastructure to connect people and cities is at the core of NRC Group.

12 RESPONSIBLE CONSUMPTION AND PRODUCTION

Public customers hold a large share of NRC Group's portfolio. The main production is strictly regulated, and the company collaborates closely with authorities to ensure continuous improvement of compliance and responsible production.

16 PEACE, JUSTICE AND STRONG INSTITUTIONS

With comprehensive ethics policy and compliance program, focusing on transparency, anti-corruption, anti-bribery, fair competition and supply chain integrity, employees are trained in to ensure a safe and responsible operation. Routines and systems for whistleblowing are established in accordance with the Norwegian Working Environment Act. In Norway, the company is certified with ISO 37001, the internationally recognised ISO standard for anti-bribery management systems.

17 PARTNERSHIP FOR THE GOALS

To intensify the work on sustainability topics, the company joined the UN Global Compact in addition to several national and local initiatives. NRC Group believes collaboration and co-operation is essential in the quest to create a more sustainable development.

* LTI: Injuries resulting in absence at least one full day per million man-hours (incl. subcontractors). Previously reported as LTI-1. ** TRI: Frequency of injuries with and without absence for personnel (employees, rented workers and subcontractors) per million hours worked. Previously reported as LTI-2.

In October 2021, NRC Group also joined SDG Ambition Accelerator, a six-month program that aims to challenge and support participating companies of the UN Global Compact in setting ambitious corporate targets and accelerating integration of the 17 Sustainable Development Goals (SDGs) into core business management. NRC Group is joining the program with participants from management.

SDG Ambition will empower and equip participating companies of the UN Global Compact to develop and implement activities that significantly increase a positive impact on the SDGs. Through the Global Compact Local Networks, participating companies will assess current performance, identify risk areas, discover new opportunities across business units and functions and take ambitious business action towards achieving the SDGs.

Being in the forefront in our industry

"We take our climate and environmental responsibility seriously and are happy to have finally received our ten new biogas trucks, which are already in full use for mass transportation by our subsidiary Gunnar Knutsen. The new trucks alone are estimated to reduce our GHG emissions with 1.3 tonnes annually and represent an important step in the right direction to reach the goal of 30% reduction in GHG emissions by 2024."

Petter Nordby

Head of Sustainability, NRC Group Norway

Raising awareness on diversity, safety and sustainability

"During Q4, digital HSE & Sustainability weeks were arranged in both Sweden and Norway. I was very pleased to see the high engagement and the eagerness amongst my colleagues in Norway to learn more about diversity, safety and how we can all contribute to more sustainable operations. This year, we had a particularly inspiring session about diversity in our industry together with Diversitas' board member Metha Marie Leonhardsen. I'm confident this will result in more actions to further improve within this area during 2022."

Jøran Baann Head of HSE, NRC Group Norway

Climate initiatives resulting in bonus payment

"We are really proud to achieve a climate bonus by our client Trafikverket for our climate- and environment-friendly initiatives during our rail construction project between Åstorp and Ängelholm. By using Co2-friendly concrete and re-using masses and other materials, we managed to reduce the total emissions by 12%."

Dennis Samuelsson

HSE Manager AO Project, NRC Group Sweden

Protective clothing distributed to migrant workers in Kazakhstan

"At the end of this year, more than one ton of protective workwear was donated to migrant workers in Kazakhstan through the aid of the Finnish Red Cross. As a result of the acquisition of VR Track in 2019, we had a vast number of workwear that could no longer be used by our employees due to rebranding. We are really happy the unused clothes now can be utilised by our peers that have migrated Kazakhstan from various countries and who are in need of protective clothing."

Carita Lehmusmetsä

Head of Communications, NRC Group Finland

Interim condensed consolidated statement of profit or loss

	Q4 2021	Q4 2020	FY 2021	FY 2020
Revenue	1,601	1,578	5,957	6,449
Operating expenses	1,504	1,534	5,621	6,185
EBITDA before other income and expenses	97	44	336	264
Other income and expenses	-22	9	-34	-1
EBITDA	75	53	302	263
Depreciation	47	54	196	214
Operating profit/loss before amortisation (EBITA)	29	-1	105	49
Amortisation and impairment	19	14	64	59
Operating profit/loss (EBIT)	10	-16	42	-10
Net financial items	-16	-20	-66	-84
Profit/loss before tax (EBT)	-6	-36	-24	-94
Taxes	-3	19	-3	34
Net profit/loss from continuing operations	-9	-17	-27	-59
Net profit from discontinued operations	0	1	0	-2
Net profit/loss	-9	-16	-27	-61
Profit/loss attributable to:
Shareholders of the parent	-9	-18	-26	-63
Non-controlling interests	0	2	-1	1
Net profit / loss	-9	-16	-27	-61
EARNINGS PER SHARE IN NOK (ordinary)
From continuing operations	-0.12	-0.24	-0.38	-0.82
From discontinued operations	0.00	0.02	0.00	-0.03
EARNINGS PER SHARE IN NOK (diluted)
From continuing operations	-0.12	-0.24	-0.38	-0.82
From discontinued operations	0.00	0.02	0.00	-0.03

Interim condensed consolidated statement of comprehensive income

	Q4 2021	Q4 2020	FY 2021	FY 2020
Net profit / loss	-9	-16	-27	-61
Other comprehensive income that may be reclassified
to profit or loss in subsequent periods (net of tax):
Translation differences	-37	-60	-97	101
Net gain on hedging instruments	3	6	17	-20
Other comprehensive income that will not be reclassified
to profit or loss in subsequent periods (net of tax):
Net actuarial gain/loss on pension expense	-4	0	-4	0
Total comprehensive profit/loss	-47	-70	-112	20
Total comprehensive profit/loss attributable to:
Shareholders of the parent	-47	-71	-111	18
Non-controlling interests	0	2	-1	1
Total comprehensive profit/loss	-47	-70	-112	20

Interim condensed consolidated statement of financial position

	31.12.2021	31.12.2020
ASSETS
Deferred tax assets	137	115
Goodwill	2,666	2,780
Customer contracts and other intangible assets	63	115
Intangible assets	2,867	3,010
Tangible assets	184	231
Right-of-use assets	514	588
Other non-current assets	9	24
Total non-current assets	3,574	3,852
Total inventories	28	33
Total receivables	1,359	1,371
Cash and cash equivalents	626	610
Total current assets	2,013	2,014
Total assets	5,587	5,867
EQUITY AND LIABILITIES
Equity
Paid-in-capital	2,398	2,395
Other equity	222	332
Total equity attributable to owners of the parent	2,619	2,727
Non-controlling interests	2	4
Total equity	2,622	2,731
Liabilities
Pension obligations	16	12
Long-term leasing liabilities	319	395
Other non-current interest-bearing liabilities	880	1 042
Deferred taxes	2	9
Other non-current liabilities	8	31
Total non-current liabilities	1 225	1 489
Short-term leasing liabilities	173	178
Other interest-bearing current liabilities	146	153
Other current liabilities	1,422	1,316
Total current liabilities	1,741	1,647
Total equity and liabilities	5,587	5,867

Interim condensed consolidated statement of cash flows

	Q4 2021	Q4 2020	FY 2021	FY 2020
Profit before tax	-6	-36	-24	-94
Depreciation and amortisation	66	68	260	273
Taxes paid	-6	12	-30	-10
Net interest expenses	16	19	67	77
Change in working capital and other accruals	78	46	86	66
Net cash flow from operating activities - cont. oper.	149	110	358	312
Net cash flow from operating activities - disc. oper.	0	-10	0	4
Net cash flow from operating activities	149	100	358	316
Purchase of property, plant and equipment	-3	-6	-25	-34
Acquisition of companies, net of cash acquired	-21	-4	-35	-123
Net proceeds from sale of property, plant and equipment	29	8	90	23
Proceeds from sale of shares and other investments	1	0	4	0
Net cash flow from investing activities - cont. oper.	5	-2	34	-133
Net cash flow from investing activities - disc. oper.	0	0	0	-17
Net cash flow from investing activities	5	-2	34	-150
Net proceeds from issue of shares	0	0	0	672
Repayments of borrowings	-36	-40	-147	-119
Payments of lease liabilities	-42	-42	-168	-179
Interest paid	-14	-17	-62	-70
Net proceeds from acquisition/sale of treasury shares	1	1	0	1
Net cash flow from financing activities - cont. oper.	-91	-98	-377	304
Net cash flow from financing activities - disc. oper.	0	0	0	0
Net cash flow from financing activities	-91	-98	-377	304
Net change in cash and cash equivalents	63	-1	14	470
Cash and cash equivalents at the start of the period	565	606	610	154
Translation differences	-1	5	2	-14
Cash and cash equivalents at the end of the period	626	610	626	610
Hereof presented as:
Free cash	626	610	626	610
Restricted cash	0	1	0	1
Cash and cash equivalents - continuing operations	626	610	626	610

Interim condensed consolidated statement of changes in equity

	Share capital	Treasury shares	Other paid-in capital	Hedge reserve	Translation differences	Retained earnings	Total	Non controlling interests	Total equity
Equity at 1 January 2020	54	0	1,662	1	8	305	2,030	3	2,033
Profit/loss for the period						-63	-63	1	-61
Other comprehensive income				-20	101	0	81		81
Increase share capital	19		681				700		700
Costs related to capital increase			-22				-22		-22
Employee share program			6				6		6
Share-based payments			1				1		1
Acquisition of treasury shares		0	-6				-6		-6
Total changes in equity	19	0	660	-20	101	-62	697	1	698
Equity at 31 December 2020	73	0	2,322	-20	109	243	2,727	4	2,731
Equity at 1 January 2021	73	0	2,322	-20	109	243	2,727	4	2,731
Profit/loss for the period						-26	-26	-1	-27
Other comprehensive income				17	-97	-4	-84		-84
Employee share program			5				5		5
Share-based payments			2				2		2
Acquisition of treasury shares		0	-4				-4		-4
Total changes in equity	0	0	3	17	-97	-30	-108	-1	-109
Equity at 31 December 2021	73	0	2,325	-3	12	213	2,619	2	2,622

Notes to the interim condensed consolidated financial statement

General information

The legal and commercial name of the company is NRC Group ASA.

The company is a public limited liability company incorporated in Norway under the Norwegian Public Limited Liability Companies Act with registration number 910 686 909. The company address is Lysaker Torg 25, 1366 Lysaker, Norway.

The company is listed at Oslo Stock exchange under the ticker "NRC" and with ISIN NO0003679102.

Accounting policies and basis for preparation

The condensed consolidated financial statements as per 31 December 2021 are prepared in accordance with IFRS as approved by the EU and comprise NRC Group ASA and its subsidiaries. The interim financial report is presented in accordance with IAS 34, Interim Financial Reporting. The accounting principles applied in the interim report are the same as those described in the consolidated accounts for 2020.

The interim accounts do not contain all the information that is required in complete annual accounts, and they should be read in connection with the consolidated accounts for 2020. The report has not been audited.

The selected historical consolidated financial information set forth in this section has been derived from the company's consolidated, unaudited interim fourth quarter financial report for 2020, and the audited financial report for the full year of 2020.

In August 2019, an agreement to divest the operating segment Design was signed and based on this reported as discontinued operations. Discontinued operations in 2020 are related to this transaction.

Significant estimates and judgements

The preparation of financial statements in accordance with IFRS requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures including the disclosure of contingent liabilities. Estimates and assumptions are evaluated continuously and are based on historical experience and other factors, including expectations of future events that are regarded as probable under the current circumstances. Uncertainty about estimates and assumptions could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities in future periods.

COVID-19

The Covid-19 pandemic has had limited operational impact for NRC Group to date. Still the long-term impact for the societies and people is characterised by uncertainty due to new mutations and frequent changes in measures by governmental bodies. This may also impact on our material accounting judgement, estimates and assumptions, and in particular regarding assumptions related to revenue from contracts with customers and the impairment test of goodwill as described below. The coronavirus outbreak has increased the uncertainty related to total project expenses, including any projects being delayed due to resources not being available, increased cost for sub-contractors or challenges with delivery of materials.

REVENUE FROM CONTRACTS WITH CUSTOMERS

The Group's business mainly consists of execution of projects. The complexity and scope of the projects mean that the projects have an inherent risk that the results may differ from expected results. The Group recognises revenue over time using the input method, e.g. contract costs incurred, resources consumed, or hours spent in relation to the total expected input to fulfil the performance obligation. For projects in progress, the uncertainty is mainly linked to the estimate of total expenses, the estimate of any variable proceeds, value of any project modifications being recognised and the impact of any disputes or contractual disagreements.

GOODWILL AND OTHER INTANGIBLE ASSETS

The Group performs annual tests to assess the impairment of goodwill, or more frequently if there is an indication of impairment. In the impairment test the carrying amount is measured against the recoverable amount of the cash generating unit to which the asset is allocated. The recoverable amount of cash generating units is determined by calculating its value in use. These calculations require the use of assumptions and estimates related to future cash flows and the discount rate. The recoverable amount is sensitive to the discount rate used for the discounted cash flow model as well as the expected future net cash inflows and the growth rate used for extrapolation purposes.

Most sensitive to impairment is our operation in Sweden with a book value of goodwill of SEK 640 million as of 31 December 2021. The current headroom of approximately SEK 130 million is most sensitive to the discount rate and the estimated future cash flows. The pre-tax discount rate applied in Sweden is 7.3%. Changes that may lead to an impairment are an increase in the discount rate with more than 0.9 percentage points or reduced average future cash flows with more than 8%. The assumption for terminal growth in Sweden is 0.84%. A terminal growth of zero will not lead to impairment.

PURCHASE PRICE ALLOCATION AND ACCOUNTING FOR CONTINGENT CONSIDERATION IN BUSINESS COMBINATIONS

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured at the fair value of the assets that are contributed as consideration for the acquisition, equity instruments that are issued and liabilities that are assumed. Identifiable acquired assets, liabilities and contingent liabilities that are assumed to be inherent in a business combination are assessed at their fair value. Estimating the fair value of acquired assets, liabilities and contingent liabilities require determination of all facts and information available and how this will impact on the calculations. These calculations require the use of assumptions and estimates related to future cash flows and discount rate.

Contingent considerations will be recognised at fair value at the acquisition date. The contingent consideration can include facts and circumstances not available at the balance sheet date or assumptions related to future events such as meeting earning targets. Estimating the fair value of contingent consideration require determination of all facts and information available and how this will impact on the calculations. The key assumption is to consider the most likely outcome based on the current state of the target.

RECOGNITION OF DEFERRED TAX ASSETS

Deferred tax assets are recognised for unused tax losses to the extent that it is probable that deferred tax liability or taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits, together with future tax planning strategies. The Group has total tax losses carried forward in Norway of NOK 471 million and in Sweden of NOK 715 million corresponding to gross deferred tax assets of NOK 104 million in Norway and NOK 147 million in Sweden that can be used to reduce future tax payments. Net of deferred taxes and un-recognised assets, deferred tax assets of NOK 90 million in Norway and NOK 47 million in Sweden have been recognised as it is assumed probable that they can be utilised against future taxable profit based on forecasts and projections.

Segments

(Amounts in NOK million)

Q4 2021	Norway	Sweden	Finland	Other	Consolidated
External	513	383	706	0	1,601
Inter-segment	-5	15	0	-10	0
Total revenue	508	398	706	-10	1,601
EBITDA*	43	-9	72	-9	97
Depreciation	22	12	13	0	47
EBITA*	21	-21	59	-9	50
Amortisation	0	1	18	0	19
EBIT*	21	-21	41	-9	31
Other income and expenses	0	8	13	1	22
EBIT	21	-30	29	-10	10
Order backlog	2,214	2,008	3,579		7,801

Q4 2020	Norway	Sweden	Finland	Other	Consolidated
External	442	396	740	0	1,578
Inter-segment	0	0	0	0	0
Total revenue	442	396	740	0	1,578
EBITDA*	-17	-10	78	-7	44
Depreciation	26	12	16	0	54
EBITA*	-43	-22	62	-7	-10
Amortisation	1	1	12	1	14
EBIT*	-44	-23	50	-9	-25
Other income and expenses	-9	0	0	0	-9
EBIT	-35	-23	51	-9	-16
Order backlog	1,796	2,112	2,568		6 ,475

(Amounts in NOK million)

FY 2021	Norway	Sweden	Finland	Other	Consolidated
External	1,864	1,453	2,640	0	5,957
Inter-segment	-5	15	0	-10	0
Total revenue	1,859	1,468	2,640	-10	5,957
EBITDA*	120	-17	265	-32	336
Depreciation	93	50	52	1	196
EBITA*	27	-67	213	-32	139
Amortisation	11	3	49	1	64
EBIT*	16	-71	164	-33	75
Other income and expenses	10	18	5	1	34
EBIT	6	-89	159	-35	42

FY 2020	Norway	Sweden	Finland	Other	Consolidated
External	1,863	1,775	2,811	0	6,449
Inter-segment	3	2	0	-5	0
Total revenue	1,866	1,777	2,811	-5	6,449
EBITDA*	82	-21	231	-27	264
Depreciation	95	48	70	1	214
EBITA*	-14	-69	161	-28	50
Amortisation	9	2	45	2	59
EBIT*	-23	-71	116	-30	-8
Other income and expenses	-4	1	0	4	1
EBIT	-19	-73	116	-34	-10

Business combinations

JÄRNVÄGSKONSULTERNA BOLLNÄS AB (JVK)

On 16 April 2020, NRC Group completed the transaction to acquire 100% of JVK at an estimated net settlement of SEK 15 million, including a contingent consideration of SEK 3 million. The acquisition of JVK was financed by cash. The purchase price has been allocated at the fair value of the assets and liabilities of the acquired company using the acquisition method according to IFRS 3. The acquisition resulted in a goodwill of SEK 15 million. Goodwill is related to the fair value of expected synergies arising from the organisation's competence within track renewal projects.

GÄSTRIKE SIGNAL & PROJEKTERING AB (GSP)

On 2 July 2020, NRC Group completed the transaction to acquire 70% of GSP. In the third quarter of 2021, NRC Group acquired additional 10% of the company. The acquisitions were made at an estimated net settlement of SEK 20 million including a contingent consideration of SEK 2 million. The acquisitions of GSP were financed by cash. The purchase price has been allocated at the fair value of the assets and liabilities of the acquired company using the acquisition method according to IFRS 3. The acquisitions resulted in a goodwill of SEK 19.5 million. Goodwill is related to the fair value of expected synergies arising from the organisation's competence within signalling projects.

Transactions between related parties

NRC Group ASA had no significant related party transactions other than ordinary cause of business in the fourth quarter of 2021. Note 6, 7 and 29 to the Group accounts in the annual report for 2020 provide further disclosures on the size and types of related party transactions during the previous years.

NRC Group ASA has had agreements with Board members for consultancy services related to certain internal projects, investments, management recruitment and other. The agreements are based on hourly rates and are carried out on arm's length terms. Currently, there exists one agreement with Mats Williamson. Total fees year to date amount to SEK 0.5 million based on hourly rates of SEK 1,500.

Corporate events

On 6 December, Ole Anton Gulsvik was appointed new Chief Financial Officer of NRC Group effective from 1 March 2022.

Interests in associated companies

The Group has a 20% interest in a joint venture sharing risks and rewards of two larger projects with Webuild and Gülermak in connection with Station Haga in Gothenburg, accounted for using the equity method. The projects commenced during 2018/2019 and are scheduled to be completed in 2023 and 2026. The projects are complex with substantial risk, hence net income from the associated company has been reported at zero. Note 28 to the Group accounts in the annual report for 2020 provides further disclosures regarding the associated company.

Contract announcements

The table presented below provides an overview of the Stock Exchange announced contracts above NOK 30 million during fourth quarter 2021.

(Amounts in NOK million)

Client	Estimated value	Country
The Swedish Transport Administration	195	Sweden
The Swedish Transport Administration	42	Sweden
Finnish Transport Infrastructure Agency	49	Finland
Finnish Transport Infrastructure Agency	201	Finland
Oslo Municipality	95	Norway
Finnish Transport Infrastructure Agency	102	Finland
Tampere Tramway Oy & The City of Tampere	252	Finland
Total	935

Events after the end of the period

On 11 February, NRC Group was appointed a NOK 51 million contract by Bane NOR for rehabilitation and upgrading of the railway infrastructure between Etterstad and Lillestrøm.

On 14 February, NRC Group was appointed to a NOK 47 million contract by Sporveien AS for rehabilitation and upgrading of tram platforms in Oslo.

IR Policy

The company's objective is to serve the financial market precise and relevant information about the company to ensure that the share price reflects the underlying values and prospects.

The company discloses price sensitive information relating to significant contracts and investments or other material changes or events in NRC Group to investors and other market players through the Oslo Stock Exchange, www.newsweb.no, and the company's website, www.nrcgroup.com. In addition, the company intends to publicly disclose all tenders awarded with value exceeding NOK 30 million. All tenders awarded are normally subject

to a 10-days appeal period before the award is definitive. The company's policy is to not inform the market of expiry of any such appeal period unless an actual appeal has been filed and the company is informed by the customer that the appeal is being considered and that this may lead to a delay or cancellation of the contract. Information about other tenders awarded will be updated quarterly as part of the company's order backlog.

Dividend Policy

The company expects to create value for its shareholders by combining increased share value in a long-term perspective and distribution of dividends. The company aims to have a dividend policy comparable with peer Groups in the industry and to give its shareholders a competitive return on invested capital relative to the underlying risks. The Board of Directors at NRC Group has introduced a dividend policy whereby, subject to a satisfactory underlying financial performance, it is NRC Group's ambition over time to distribute as dividend a minimum of 30% of the profit for the year. The target level will be subject to adjustment depending on possible other uses of funds. The Annual General Meeting (AGM) resolves the annual dividend, based on the proposal by the Board of Directors.

The Statement of the Board of Directors and CEO

The Board of Directors and CEO have today reviewed and approved the interim financial report and the unaudited condensed interim consolidated financial statements for the fourth quarter of 2021. The condensed interim consolidated financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting, as adopted by the EU. To the best of

our knowledge, the interim financial report gives a fair view of NRC Group's assets, liabilities, financial position and performance. In addition, the report gives a fair overview of important events in the reporting period and their impact on the financial statements, and describes the principal risks and uncertainties associated with the next reporting period.

The Board of Directors of NRC Group ASA

Lysaker, 15 February 2022

Chairman of the BoD Rolf Jansson Board member

Tove Elisabeth Pettersen

Board member

Mats Williamson

Board member

Outi Henriksson

Board member

Eva Nygren

Board member Heikki Allonen

CEO NRC Group ASA Henning Olsen

Alternative performance measures and definitions

Alternative performance measures are used to describe the development of operations and to enhance comparability between periods. These are not defined under IFRS but correspond to the methods applied by Group management and Board of Directors to measure the Company's financial performance. Alternative performance measures should not be viewed as a substitute for financial information presented in accordance with IFRS but rather as a complement. The Group believes that APMs such as EBITA* and EBITDA* (*excluding other income and expenses) are commonly reported by companies in the markets in which it competes and are widely used by investors in comparing performance on a consistent basis without regard to factors such as depreciation on fixed assets, amortisation of intangible assets and M&A expenses, which can vary significantly, depending upon accounting methods (in particular when acquisitions have occurred) or based on non-operating factors. Accordingly, the Group discloses these APMs to permit a more complete and comprehensive analysis of its underlying operating performance relative to other companies and across periods, and of the Group's ability to service its debt. Because companies may calculate EBITA and EBITDA, and EBITA and EBITDA margin differently, the Company's presentation of these APMs may not be comparable to similar titled measures used by other companies.

ADDRESSABLE TENDER PIPELINE

The total of any tender processes above NOK 30 million expected to be made available during the next 9 months and relevant for the Group, based on the current group operations, to consider participation.

BOOK-TO-BILL RATIO

The nominal value of orders received divided by external revenue for the corresponding period.

BOOK-TO-BILL RATIO LTM

The nominal value of orders received last twelve months divided by external revenue for last twelve months.

CONTRACT VALUE

The amount stated in the contract for contract work excluding VAT.

EBIT

Operating profit.

EBIT*, EBITA* AND EBITDA* (EX M&A)

EBIT, EBITA and EBITDA plus other income and expenses.

EBITA

Operating profit plus amortisations on intangible assets, including intangible assets such as customer relations and order backlog accounted for as part of the purchase price allocation under business combinations and IT software investments.

EBITA* (EX M&A) %

EBITA ex M&A in relation to operating revenues.

EBITDA

EBITA plus depreciations on fixed assets and right-to-use assets.

EBT

Profit before tax. EQUITY RATIO Total equity in relation to total assets.

M&A EXPENSES

Expensed external costs related to merger and acquisitions, including any subsequent adjustments to the final settlement of contingent considerations that is not included in the final purchase price allocation.

NET CASH/ NET INTEREST-BEARING DEBT

Cash and cash equivalents minus interest-bearing liability.

OPERATING LEASE AGREEMENTS

Lease agreement that are not financial lease agreements, including real estate rent.

ORDER BACKLOG

Total nominal value of orders received less revenue recognised on the same orders.

ORDER INTAKE

Total nominal value of orders received.

ORGANIC GROWTH

Total revenue growth compared to comparable numbers for the same period prior year including full year revenue effect (proforma) for any acquired business, calculated in local currency.

OTHER INCOME AND EXPENSES

Other income and expenses consist of M&A expenses, subsequent adjustment of contingent considerations or other subsequent adjustments of final purchase price allocation in business combinations that are recognised in profit or loss.

Reconciliation of EBIT*, EBITA* and EBITDA* (ex M&A):

	Q4 2021	Q4 2020	FY 2021	FY 2020
Operating profit/loss (EBIT)	10	-16	42	-10
Other income and expenses	22	-9	34	1
EBIT*	31	-25	75	-8
Amortisation and impairment	19	14	64	59
EBITA*	50	-10	139	50
Depreciation	47	54	196	214
EBITDA*	97	44	336	264

NRC Group ASA

Executive Management

HENNING OLSEN CEO

ROLF BERGE Interim CFO

ARILD INGAR MOE EVP and MD NRC Group Norway

HARRI LUKKARINEN EVP and MD NRC Group Finland

ROBERT RÖDER EVP and MD NRC Group Sweden

LENE ENGEBRETSEN EVP and Head of communications

JUSSI MATTSSON EVP and Head of Strategy Group and Finland

INA PETTERSEN EVP and Head of HR

Board of Directors

ROLF JANSSON Chairman of the BoD

MATS WILLIAMSON Board member

EVA NYGREN Board member

TOVE ELISABETH PETTERSEN Board member

OUTI HENRIKSSON Board member

HEIKKI ALLONEN Board member

Company information

VISITING ADDRESS

Lysaker Torg 25 1366 Lysaker Norway

POSTAL ADDRESS

P.O. Box 18 1324 Lysaker Norway

Financial calendar

ANNUAL REPORT 2021: 7 April 2022

SUSTAINABILITY REPORT 2021: 7 April 2022

ANNUAL GENERAL MEETING 2022: 5 May 2022

1ST QUARTER 2022: 11 May 2022

2ND QUARTER & 1ST HALF 2022: 18 August 2022

3RD QUARTER 2022: 8 November 2022