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Ovzon Interim / Quarterly Report 2023

Oct 20, 2023

3094_10-q_2023-10-20_eb853b80-919b-4a3a-a5b1-054188155846.pdf

Interim / Quarterly Report

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Interim Report

January‒September 2023

Ovzon.com

Approaching a historic milestone

July–September 2023

  • •Revenue and adjusted revenue totaled SEK 73 million (78).
  • •Operating loss and adjusted operating loss totaled SEK -29 million (-12). The operating loss has been affected by a provision for bad debt of SEK -7 million.
  • •Profit/loss after tax totaled SEK -30 million (2).
  • •Earnings per share totaled SEK -0.54 (0.04).
  • •Cash flow for the quarter totaled SEK -55 million (-60).

January–September 2023

  • •Revenue totaled SEK 199 million (256). Adjusted revenue totaled SEK 199 million (253).
  • •Operating loss totaled SEK -81 million (-38). Adjusted operating loss totaled SEK -92 million (-38). The operating loss has been affected by a provision for bad debt of SEK -7 million.
  • •Profit/loss after tax totaled SEK -72 million (7).
  • •Earnings per share totaled SEK -1.36 (0.13).
  • •Cash flow for the period totaled SEK -222 million (-104).

Outlook

Previously, Ovzon assessed that revenue for 2023 would be on a par with 2022. Ovzon's assessment is now that revenue for 2023, based on the current order book, will at the lowest amount to SEK 250 million (compared with SEK 357 million for 2022). The adjustment is due to changed prospects attributable to long sales cycles for new business, and ongoing negotiations that are currently less likely to generate significant revenue before the end of 2023.

The launch of Ovzon 3 is now expected to take place as soon as December 2023.

Significant events during the quarter

  • •Launch of the new Ovzon T7 mobile satellite terminal
  • •Order from the Italian Border Police for Ovzon SATCOM-as-a-Service
  • •Contract renewal from Airbus Defence and Space for continued support for the UK Government
  • •New order from the Swedish Space Corporation (SSC) for enhanced satellite-based communication

Significant events after the end of the quarter

  • •Preferential rights issue of approximately 250 MSEK was communicated on October 20, 2023
  • •The launch of Ovzon 3 is now expected to take place as soon as December 2023
  • •Ovzon to change Chairman of the Board
SEK m Jul–Sep
2023
Jul–Sep
2022
Jan–Sep
2023
Jan–Sep
2022
Jan–Dec
2022
Revenue 73 78 199 256 357
Operating profit/loss -29 -12 -81 -38 -81
Profit/loss for the period after tax -30 2 -72 7 -36
Order book 55 117 55 117 218
Earnings per share, SEK -0.54 0.04 -1.36 0.13 -0.71
Equity/assets ratio, % 73 71 73 71 72
Share price at end of period, SEK 22.4 37.5 22.4 37.5 57.6

OVZON | INTERIM REPORT JAN – SEP 2023 PAGE 1 OF 2 4

KEY PERFORMANCE MEASURES

Ovzon offers world-class mobile satellite-based communication services to global customers with critical missions.

Vision

Connecting the world's critical missions via satellite.

The Group provides a unique satellite-based communication service for demanding customers who have a need or sending and receiving at high data rates from small portable or mobile satellite terminals.

Business idea

Operational goals

Ovzon's goals are to pursue profitable growth and to continue growing and expanding its current service while preparing for the launch of its first satellite, developed to Ovzon's specifications.

PERFORMANCE MOBILITY RESILIENCY

60 Mbps Transmission speed

2.8 kg

Weight of the Ovzon T7 terminal

98.8%

Service uptime

Approaching a historic milestone

Ovzon is heading towards an important end of 2023. During the third quarter we have worked very concentrated on the finalization and launch preparation of our own first satellite - Ovzon 3. This has resulted in an improved launch window, and we are now planning a launch as soon as December 2023. Moreover, our newly released small, lightweight yet powerful mobile satellite terminal Ovzon T7 meets and exceeds expectation and received many positive reviews in customer demonstrations. Ovzon 3, Ovzon On-Board-Processor and Ovzon T7, combined become our unique next generation Ovzon SATCOM-as-a-Service and creates a solid foundation for growth in 2024 and onwards.

Ongoing new sales initiatives and customer dialogues have during the third quarter been extensive but taken longer than anticipated compared to our previous assessment. Consequently, our outlook for 2023 is adjusted to a full-year revenue of at the lowest 250 MSEK, as orders expected late in the year will not have a major effect on revenue recognition for 2023. In order to strengthen our financial position and to be able to fully implement important preparations for the delayed launch of Ovzon 3, the board of directors has decided to pursue a share issue with preferential rights for existing shareholders of approximately 250 MSEK, guaranteed to 80 percent by our main shareholders.

Ovzon 3 – launch planned before yearend

The tests, assembly, and finalization of Ovzon 3 have progressed very well during the third quarter, a great team effort that has resulted in a planned launch as soon as December 2023. This is in the early part of our previously communicated time interval. Ovzon 3 will reach the launch site in Cape Canaveral, Florida by late November.

Important work still remains in preparations, and there are always uncertainties regarding the exact timing of satellite launches, such as the weather. We are, however, getting very close to this historic milestone for Ovzon. We will be the first ever privately funded, built and launched Swedish commercial GEO. We are proud to help further enhance

Sweden's strategic position in innovation and continue to place Swedish satellite and space technology in the forefront. This satellite includes the Ovzon On-Board-Processor, with revolutionary technology enabling a completely new guaranteed way of secure connection. Ovzon On-Board-Processor is a powerful and sophisticated in-orbit processing platform adapted to the space environment, that delivers key features and directly connects deployed satellite terminals across multiple beams when teleports are degraded, destroyed or otherwise unavailable. This, in combination with our new mobile satellite terminal Ovzon T7, creates a powerful next genera-tion SAT-COM-as-a-Service solution that further strengthens our position in terms of

performance, mobility and resiliency.

New outlook as a result of extended strategic sales pursuits

During the third quarter we received a new order from the Italian Border Police, a renewal and extension of the contract with the UK Government through our partner Airbus and new orders from Swedish Space Corporation (SSC). We are very proud of these new and renewed orders, as they are all acting within our core customer segments. They will further strengthen our position in these markets. They represent solid continuation and the start of long-term collaboration and have the potential for scale-up. It is worth noting that we haven't lost any customers and/or procurements during the

quarter, but new sales pursuits have been extensive and taken longer than anticipated compared to our assessment earlier this year.

As already mentioned above, our outlook for 2023 has consequently been changed to a full-year revenue of at the lowest 250 MSEK. The estimated lower revenue for the year compared to last year is reflected in our operating profit as well as cash flow for the quarter. We have decided to make further provisions for bad debt on the remaining receivable of 7 MSEK from our former Italian distributor, who during the quarter deviated from the agreed payment plan. After this provision for bad debt, there is no further accounting exposure against the former distributor. With this, we have also taken legal actions.

During the quarter, we have taken measures to reduce the unused satellite capacity that last year had a negative effect on the result. This will have an effect in the fourth quarter.

New share issue with preferential rights

Since our new strategic sales pursuits have taken longer than anticipated and that we have continued to invest in the finalization of our major technology programs, we consider it necessary to strengthen our financial position in preparation for the launch and

operationalization of Ovzon 3. The board of directors has therefore decided to conduct a share issue with preferential rights to existing shareholders of approximately 250 MSEK, guaranteed to 80 percent by our main shareholders. This capitalization brings financial strength and flexibility coupled with enduring credibility in customer dialogues. The proceeds from the rights issue are intended to be used to finance operations for 2024 and 2025, taking into account the adjusted outlook for 2023 as well as to strengthen the company's working capital and additional costs related to the completion and launch of Ovzon 3.

Solid platform for growth entering 2024

Even though 2023 has been a bumpy year from a sales and growth perspective, I am more convinced than ever about Ovzon's potential. The need for guaranteed resilient connectivity is increasing in Ovzon's core customer groups in government, defense, national security.

We have established long-term relations with the most demanding customers in the US and Europe.

Entering 2024 we have, with Ovzon 3, a premium, unique and relevant SAT-COM-as-a-Service solution based on advanced technologies, products and services and the capacity to deliver the best performance, mobility and resiliency to our current and future customers. We foresee a growing need for mission critical satellite communications in the coming years driven by continued geopolitical tensions and the effects of climate change. We take great pride in supporting a more stable world by protecting and connecting societies, people, businesses, and countries with mission critical satellite communications. With the upcoming launch of Ovzon 3 I am confident that Ovzon will continue to play a critical role for a safer world.

PER NORÉN, CEO OVZON

New mobile satellite terminal – Ovzon T7

Ovzon T7 is specifically designed for military and civil defense, as well as for police and fire and rescue services. It has already exceeded customer requirements and product specifications regarding performance, mobility and resiliency in a number of tests.

  • Easier and faster: deploys in less than one minute
  • Smaller: 20.2×17.9×7.8 cm
  • Lighter: only 2.8 kg
  • Low power consumption
  • Resilient: Ovzon On-Board-Processor compatible
  • Rugged: performs in demanding environments

Financial overview

Revenue and order intake

The quarter

Revenue totaled SEK 73 million (78) in the third quarter. Growth in the third quarter was -7 percent (63), and adjusted for exchange-rate effects, growth was -9 percent (40). The decrease was driven mainly by changes in the level of service delivery to the Italian Fire and Rescue Services. The downturn was partially offset by sales to new customers and distributors; refer further to Note 5.

Order intake in the quarter totaled USD 0.4 million (1.4), corresponding to SEK 4 million (18).

The period

Revenue totaled SEK 199 million (256) for the January–September period. Growth in the period was -22 percent (117) and adjusted for exchange-rate effects growth was -26 percent (85). The decrease is mainly due to the fact that the service to the Italian Fire and Rescue Services via the former Italian distributor was not renewed after the expiration of the contract in April 2023.

Owing to the uncertainty concerning the former distributor's ability to pay, invoiced deliveries for the period at a total value of USD 2.8 million (SEK 29 million) have not been recognized as revenue.

The downturn is also attributable to the fact that the comparative period contains a major terminal delivery of SEK 39 million to the U.S. DOD. Sales to new customers and distributors partially offset this; refer further to Note 5.

Revenue for Ovzon SATCOM-as-a-Service totaled SEK 179 million (213); refer further to Note 5.

Order intake for the period totaled USD 6.4 million (3.6), corresponding to SEK 70 million (40).

At the end of the period, the order book totaled USD 5.0 million (10.5), corresponding to SEK 55 million (117).

The lower order book compared to the previous year is mainly related to the changes in the level of service delivery to the Italian Fire and Rescue Services.

Order intake

PERFORMANCE, QUARTERLY OVERVIEW

SEK m Jul–Sep
2023
Apr–Jun
2023
Jan–Mar
2023
Oct–Dec
2022
Jul–Sep
2022
Apr–Jun
2022
Jan–Mar
2022
Oct–Dec
2021
Revenue 73 69 57 101 78 78 100 73
Operating profit/loss -29 -28 -23 -43 -12 -9 -18 -29
Profit/loss for the period
after tax
-30 -24 -19 -43 2 16 -12 -22
Order book 55 124 134 218 117 168 208 302
Earnings per share, SEK -0.54 -0.45 -0.37 -0.85 0.04 0.32 -0.21 -0.42
Total cash flow -55 -238 72 -57 -60 52 -96 -59
Equity/assets ratio, % 73 72 74 73 71 73 79 78

Operating profit/loss

The quarter

The operating loss for the quarter totaled SEK -29 million (-12). The operating loss was adversely impacted in part by the lower delivery of SATCOM-as-a-Service and increased costs owing to factors including a weakened Swedish krona compared to the corresponding quarter last year.

A further SEK 7 million related to the company's former Italian distributor was made as a bad debt provision during the quarter. After this provision for bad debt, there is no further accounting exposure against the former distributor.

The operating margin for the quarter amounted to -40 percent (-15) and was adversely impacted by higher costs pertaining to sales and personnel.

The period

Operating loss for the period totaled SEK -81 million (-38). The operating loss was adversely impacted in part by the lower delivery of SATCOM-as-a-Service, and in part by a lower number of mobile satellite terminals delivered during the period compared to last year. The operating loss was impacted by less utilization of leased satellite capacity.

A further SEK 7 million related to the company's former Italian distributor was made as a bad debt provision during the period. After this provision for bad debt, there is no further accounting exposure against the former distributor.

Operating loss during the period was positively impacted by SEK 11 million related to currency effects from the repayment from former launch partner Arianespace and the sale of terminals from non-current assets. Adjusted for the positive exchange-rate effect from the operating loss, the adjusted operating loss amounts to SEK -92 million (-38).

The operating margin for the period amounted to -41 percent (-15) and was adversely impacted by higher costs pertaining to sales and personnel.

Profit/loss after tax

The quarter

Loss after tax for the quarter totaled SEK -30 million (2). Adjusted for unrealized currency translations, the loss amounted to SEK -30 million (-17). Earnings per share for the quarter amounted to SEK -0.54 (0.04).

The period

Loss after tax for the period totaled SEK -72 million (7). Adjusted for unrealized currency translations, the loss amounted to SEK -72 million (-39). Tax income of SEK 7 million attributable to the correction of tax in the US for fiscal year 2019 was recognized during the period. Earnings per share for the period amounted to SEK -1.36 (0.13).

Cash flow

The quarter

Cash flow from operating activities for the quarter amounted to SEK -12 million (1). The deterioration in cash flow from operating activities is linked primarily to lower sales and increased costs.

Cash flow from investing activities for the quarter amounted to SEK -42 million (-62). The investments are attributable primarily to the company's first proprietary satellite, Ovzon 3 (refer further to Note 8) as well as the development of new mobile satellite terminals.

Cash flow from financing activities for the quarter totaled SEK -1 million (0). During the quarter, the company paid loan fees totaling SEK 25 million (17). Of this expenditure, interest paid for the quarter totaled SEK 19 million (14). These have been capitalized and thus recognized as part of investing activities in the statement of cash flows.

EBITDA SEK m -10 0 3Q22 4Q22 1Q23 2Q23 3Q23

Operating profit/loss SEK m -50 -40 -30 -20 -10 0 3Q22 4Q22 1Q23 2Q23 3Q23

Cash flow from operating activities

The period

Cash flow from operating activities for the period amounted to SEK -24 million (-80). The improvement to cash flow from operating activities is linked primarily to reductions in working capital.

Cash flow from investing activities for the period amounted to SEK -389 million (-127). The investments are attributable primarily to the company's first proprietary satellite, Ovzon 3 (refer further to Note 8) as well as the development of new mobile satellite terminals. The majority of the investments during the period were attributable to payment of launch costs totaling SEK 279 million to SpaceX.

Cash flow from financing activities for the period amounted to SEK 191 million (103) and pertain mainly to the new share issue conducted in the first quarter.

The company paid loan fees totaling SEK 64 million (41) during the period. Of this expenditure, interest paid for the period totaled SEK 55 million (32). This expenditure has been capitalized and thus recognized as part of investing activities in the statement of cash flows.

Financial position

The Group's cash and cash equivalents amounted to SEK 60 million at the end of the reporting period, compared to SEK 276 million at the beginning of the year. Equity at September 30, 2023 totaled SEK 1,504 million (1,422). The equity/assets ratio was 73 percent (71). Interest-bearing net debt totaled SEK 433 million (161), an increase year-on-year owing to investments in above all Ovzon 3 and the development of a new mobile satellite terminal, both of which adversely impacted cash and cash equivalents negatively.

Of the company's total credit facility of USD 65 million (SEK 705 million), USD 20 million (SEK 217 million) was unutilized as of the end of the reporting period. Refer further to Note 6 Financing, and Note 4, Significant judgements, financial risks and going concern.

Interest-bearing net debt

SEK m

Other information

Employees

At the end of the quarter, the number of employees in the Group was 44 (46).

Shares, share capital, and shareholders

In February 2023, a directed share issue was carried out to Swedish and international financial investors through a socalled accelerated book-building procedure. The subscription price was set at SEK 44.5 per share and the directed share issue included 4,494,382 shares. The issue was approved at an extraordinary general meeting on March 3, 2023 and the company received approximately SEK 200 million before transaction costs.

The total number of shares in Ovzon AB on September 30, 2023 was 55,765,258 with a par value of 0.1, corresponding to share capital of SEK 5,576,525.80. The total number of shareholders was 6,065.

Shareholder Number of shares %
Bure Equity 6,984,629 12.5
Investment AB Öresund 6,763,985 12.1
Grignolino AB 6,287,096 11.3
Handelsbanken Fonder 5,387,320 9.7
Fjärde AP-fonden 5,141,065 9.2
AFA Försäkring 3,844,935 6.9
Futur Pension 2,414,859 4.3
Stena 1,772,954 3.2
Avanza Pension 970,922 1.7
Per Wahlberg 776,046 1.4

Significant risks and uncertainties

Risks associated with the Group's operations can generally be divided into strategic and operational risks related to business activities and risks related to financial activities.

The turbulence resulting from the war in Ukraine, with the accompanying energy crisis and higher inflation in large parts of the world, has impacted the Group with higher costs for input goods, and financing for both Ovzon and its customers. This could also have an impact on the investment plans of Ovzon's current and presumptive customers.

In times of unrest, it is natural that minor currencies such as the Swedish krona weaken against the dollar and euro, which the company has noticed recently as a result of its exposure to the dollar. Once the situation in the business environment has stabilized, the krona will likely strengthen against the dollar, which could result in currency effects having an impact on the company's earnings.

As a result of COVID-19 and general global turbulence, the company sees a continued risk of potential disruptions in the supply chains as well as to financial stability among the company's customers and suppliers. This could impact delivery times and the quality of components from suppliers, or customers' short-term ability to pay.

According to what was previously communicated regarding the former Italian distributor, a payment plan was established in early 2023 regarding unpaid invoices. Ovzon then chose to make provisions of SEK 52 million regarding bad debts (as of Dec 31, 2022), while SEK 7 million of the total receivable was deemed likely be received, at that time current exchange rates. The payment plan has not been fully followed, which has led to a further provision for bad debt for the remaining receivable. As of September 30, 2023, there is no further accounting exposure against the former distributor. Ovzon is actively working to secure the entire claim, amounting to SEK 89 million, and has taken legal measures.

The Board of Directors and the Management Group are monitoring the course of events in Ukraine and the altered global security policy situation in order to evaluate and proactively manage potential risks and opportunities. A detailed report of Ovzon's risks and uncertainties and their management can be found in Ovzon's 2022 Annual Report.

As the company does not yet generate positive cash flows, there is also a financing risk, refer further to Note 4.

Warrants outstanding

In conjunction with raising a subordinated credit facility of SEK 200 million on July 3, 2019, 1,500,000 warrants were issued to the subordinated creditors. Following a rights issue in June 2020, the terms for the warrants were recalculated. Each warrant provides entitlement to subscribe for 1.02 new shares in the company at a price of SEK 98.16 per share. The warrants run for a maximum of five years and can be exercised for subscription for shares up to and including July 3, 2024.

An Extraordinary General Meeting on May 18, 2020 resolved on issuing a maximum of 900,000 warrants under the 2020/2023 warrants program. The company's Management Group has subscribed for the maximum number of options allotted — 500,000 in total — and other personnel have subscribed for a total of 200,000 options. Each warrant provides entitlement to subscribe for one new share in the company at a price of SEK 102.10 per share. If all warrants allotted are used in the option program, a dilution of 1.4 percent of the shares and votes in the company will occur. The exercise period for all warrants runs from June 18, 2023 until July 18, 2023. No warrants were subscribed, which is why no subscription of shares took place.

The Annual General Meeting on April 13, 2021 resolved to issue a maximum of 1,100,000 warrants under the 2021/2024 warrants program. The company's Management Group has subscribed for a total of 410,000 warrants and other personnel have subscribed for a total of 186,000 options. Each warrant provides entitlement to subscribe for one new share in the company at a price of SEK 145.60 per share. If all warrants allotted are used in the option program, a dilution of 1.2

percent of the shares and votes in the company will occur. The exercise period for the warrants runs from May 15, 2024 until June 15, 2024.

The Annual General Meeting on April 21, 2022 resolved to issue a maximum of 450,000 options under two incentive plans: The 2022/2025 warrants program (maximum 225,000 warrants transferred at market value) and the 2022/2025 employee stock option program (maximum 225,000 employee stock options that were issued at no charge). In May, the company's Management Group subscribed for the maximum number of warrants allotted – 250,000 in total – and other personnel subscribed for a total of 140,000 options.

In December 2022, new employees in the second half of 2022 were offered the opportunity to subscribe for the remaining options, of which a total of 25,000 options and 10,000 employee stock options were subscribed. Each warrant and employee stock option provides entitlement to subscribe for one new share in the company at a price of SEK 80.93 per share. If all options issued are used in the option programs, a dilution of 0.9 percent of the shares and votes in the company will occur. The exercise period for the warrants runs from June 1, 2025 until June 30, 2025.

Parent Company

The Parent Company's operations comprise senior management and staff functions and other central expenses. The Parent Company invoices the subsidiaries for these expenses.

The Parent Company's revenue for the quarter totaled SEK 5 million (5) with profit after financial items of SEK -1 million (25). Cash and cash equivalents were SEK 42 million at the end of the reporting period and SEK 225 million at the beginning of the year. Equity totaled SEK 2,066 million (1,886), compared with SEK 1,879 million at the beginning of the year. The number of employees was 3 (1).

Webcast

In conjunction with this interim report, a webcast will be conducted at 2:00 pm CEST on October 20, 2023. Ovzon's CEO Per Norén and CFO Noora Jayasekara will present the results and answer questions.

The webcast can be reached via the following link: https://www.finwire.tv/webcast/ovzon/ovzon-q3-presentation-2023/

The telephone number to participate in the teleconference is +46 850 539 728 (then enter the meeting ID: 833 7364 5943, followed by #).

To ask a question, enter *9 on your telephone. To withdraw the question, enter *9 again.

The presentation will be given in English, with the possibility of asking questions in Swedish.

Financial calendar

Year-end report Jan–Dec 2023: February 21, 2024 Annual Report 2023: March 22, 2024 Annual General Meeting 2024: April 19, 2024 Interim report Jan–Mar 2024: April 19, 2024

Review by the auditors

This interim report has been subject to review by the company's auditors.

Assurance of the Board of Directors and the CEO

The Board of Directors and CEO give their assurance that this interim report provides a true and fair overview of the development of the operations, financial position and earnings of the Parent Company and the Group, and describes material risks and uncertainties faced by the Parent Company and the companies included in the Group.

Stockholm, October 20, 2023

Regina Donato Dahlström Chairman of the Board

Marcus Messerer Board member

Per Norén CEO

Cecilia Driving Board member

Nicklas Paulson Board member

Dan Jangblad Board member

Patrik Tigerschiöld Board member

Contact information

Per Norén CEO

[email protected] +1 206 931 7232 Noora Jayasekara CFO

[email protected] +46 703 18 92 97 Ovzon AB Anderstorpsvägen 10 SE-171 54 Solna, Sweden +46 8 508 600 60 Corp. ID No. 559079-2650

ovzon.com

This information is such that Ovzon AB (publ) is obligated to make public pursuant to the EU Market Abuse Regulation, (EU) No. 596/2014. The information was submitted, through the agency of the contact person set out above, on the date indicated by Ovzon AB's (publ) news distributor MFN.

Review report

To the Board of Directors of Ovzon AB (publ) Corp. id. 559079-2650

Introduction

We have reviewed the condensed interim financial information (interim report) of Ovzon AB (publ) as of 30 September 2023 and the nine-month period then ended. The Board of Directors and the Managing Director are responsible for the preparation and presentation of this interim report in accordance with IAS 34 and the Annual Accounts Act. Our responsibility is to express a conclusion on this interim report based on our review.

Scope of review

We conducted our review in accordance with International Standard on Review Engagements ISRE 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and other generally accepted auditing practices and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the interim report is not prepared, in all material respects, for the Group in accordance with IAS 34 and the Annual Accounts Act, and for the Parent Company in accordance with the Annual Accounts Act.

Emphasis of matter

We draw attention to Note 4 of the interim report, which states that the Board of Directors believes that the proceeds from the preferential rights issue, of which 80 percent is guaranteed by the main shareholders, together with the remaining unutilized amount of the loan facility, will cover the requirements for working capital over the coming twelve months. Our conclusion is not modified in respect of this matter.

Stockholm 20 October 2023

KPMG AB

Marc Karlsson Authorized Public Accountant

FINANCIAL STATEMENTS

Consolidated financial statements

Consolidated income statement

SEK m Note Jul–Sep 2023 Jul–Sep 2022 Jan–Sep 2023 Jan–Sep 2022 Jan–Dec 2022
Operating income, etc.
Revenue 5 73 78 199 256 357
Capitalized own development 3 3 10 9 13
Other operating income 5 4 26 7 14
Operating expenses
Purchased satellite capacity and other direct costs -53 -50 -161 -188 -246
Other external expenses -21 -19 -50 -44 -105
Employee benefit expenses -21 -19 -66 -56 -79
Depreciation/amortization and impairment of
property, plant and equipment, and intangible assets
-7 -7 -20 -16 -23
Other operating expenses -8 -1 -18 -5 -12
Operating profit/loss -29 -12 -81 -38 -81
Financial income 7 0 14 2 46 46
Financial expenses 7 0 0 0 0 0
Profit/loss after financial items -29 2 -79 7 -36
Tax 9 -0 0 7 -0 -0
PROFIT/LOSS FOR THE PERIOD -30 2 -72 7 -36
Net profit/loss for the period attributable to:
Shareholders of the Parent Company -30 2 -72 7 -36
Basic earnings per share, attributable to
shareholders of the Parent Company, SEK
-0.54 0.04 -1.36 0.13 -0.71
Diluted earnings per share, SEK -0.54 0.04 -1.36 0.13 -0.71
Weighted average number of shares 55,765,258 51,270,876 53,230,204 51,270,876 51,270,876

Consolidated statement of comprehensive income

SEK m
Note
Jul–Sep 2023 Jul–Sep 2022 Jan–Sep 2023 Jan–Sep 2022 Jan–Dec 2022
Profit/loss for the period -30 2 -72 7 -36
Other comprehensive income:
Items that have been subsequently reclassified to the
income statement:
– Exchange differences on translating foreign operations 1 -16 -9 -36 -22
Other comprehensive income net after tax 1 -16 -9 -36 -22
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD -29 -14 -82 -29 -58
Comprehensive income for the period attributable to:
Shareholders of the Parent Company -29 -14 -82 -29 -58

Consolidated balance sheet

SEK m Note Sep 30, 2023 Sep 30, 2022 Dec 31, 2022
ASSETS
Non-current assets
Intangible assets
Capitalized development costs 53 27 34
Patents 25 28 26
79 54 59
Property, plant and equipment
Equipment, tools, fixtures and fittings 32 61 43
Right-of-use assets 5 9 8
Construction in progress and advance payments 8 1,804 1,404 1,435
1,841 1,474 1,485
Financial assets
Deferred tax assets 9 0 0
0 0
Total non-current assets 1,919 1,529 1,545
Current assets
Inventory 56 47 54
56 47 54
Current receivables
Trade receivables 20 53 30
Other receivables 8 12 5
Prepaid expenses and accrued income 10 2 12
37 67 47
Cash and cash equivalents 60 349 276
Total current assets 153 463 377
TOTAL ASSETS 2,072 1,991 1,922

Consolidated balance sheet, cont.

Note
SEK m
Sep 30, 2023 Sep 30, 2022 Dec 31, 2022
EQUITY AND LIABILITIES
Equity
Share capital 6 5 5
Other contributed capital 2,005 1,813 1,813
Reserves -27 -31 -17
Retained earnings -481 -366 -408
Equity attributable to the Parent Company's shareholders 1,504 1,422 1,393
Total equity 1,504 1,422 1,393
Non-current liabilities
Borrowing 488 501 470
Lease liabilities 5 10 8
Other provisions 1 1 1
495 512 479
Current liabilities
Trade payables 51 33 20
Current tax liabilities 0
Other liabilities 4 3 2
Accrued expenses and deferred income 19 22 27
74 58 49
TOTAL EQUITY AND LIABILITIES 2,072 1,991 1,922

Consolidated statement of changes in equity

SEK m Share capital Other
contributed
capital
Reserves Retained
earnings
Total
Equity
Equity at January 1, 2022 5 1,812 5 -372 1,450
Profit/loss for the period 7 7
Other comprehensive income -36 -36
Total comprehensive income -36 7 -29
Warrants 1 1
New share issue
Costs attributable to the issue
Employee stock options
Total transactions with shareholders 1 1
Equity at September 30, 2022 5 1,813 -31 -366 1,422
SEK m Share capital Other
contributed
capital
Reserves Retained
earnings
Total
Equity
Equity at January 1, 2023 5 1,813 -17 -408 1,393
Profit/loss for the period -72 -72
Other comprehensive income -9 -9
Total comprehensive income -9 -72 -82
Warrants
New share issue 0 200 200
Costs attributable to the issue -7 -7
Employee stock options
Total transactions with shareholders 192 193
Equity at September 30, 2023 6 2,005 -27 -481 1,504

Consolidated cash flow statement

Note
SEK m
Jul–Sep 2023 Jul–Sep 2022* Jan–Sep 2023 Jan–Sep 2022 Jan–Dec 2022
Operating activities
Operating profit/loss -29 -12 -81 -38 -81
Adjustments for non-cash items 14 19 24 22 26
Interest received, etc. 2 2
Interest paid, etc. 0 0
Income tax paid 0 7
Cash flow from operating activities
before changes in working capital
-16 7 -48 -16 -53
Decrease(+)/increase(-) in inventory 0 -8 -2 -22 -29
Decrease(+)/increase(-) in trade receivables -2 -9 -28 -21 2
Decrease (+)/increase (-) in current receivables 9 13 0 0 -3
Decrease (-)/increase (+) in trade payables 7 4 31 -19 -32
Decrease (–)/increase (+) in current liabilities -11 -6 24 -2 2
Total change in working capital 4 -6 24 -64 -60
Cash flow from operating activities -12 1 -24 -80 -112
Investing activities
Acquisition of intangible assets -6 -6 -19 -26 -34
Acquisition of property, plant and equipment -36 -56 -377 -100 -129
Sale of property, plant and equipment 8 12
Cash flow from investing activities -42 -62 -389 -127 -151
Financing activities
New share issue 200
Issuance costs -7
Remuneration received for warrants 1
Amortization of lease liability -1 -2 -1
Proceeds from borrowings 103 102
Cash flow from financing activities -1 191 103 102
Cash flow for the period -55 -60 -222 -104 -161
Cash and cash equivalents at beginning of period 115 391 276 406 406
Exchange rate difference in cash and cash equivalents 0 19 6 47 31
Cash and cash equivalents at end of period 60 349 60 349 276

*) The comparison figures for Q3 2022 have been updated; compare with previously reported data. However, the total cash flow for the quarter remains unchanged.

FINANCIAL STATEMENTS

Parent Company financial statements

Parent Company income statement

SEK m
Note
Jul–Sep 2023 Jul–Sep 2022 Jan–Sep 2023 Jan–Sep 2022 Jan–Dec 2022
Operating income, etc.
Revenue 5 5 15 15 24
Other operating income 0 0 1 1 1
Operating expenses
Other external expenses -7 -4 -18 -11 -16
Employee benefit expenses -2 -2 -8 -7 -10
Operating profit/loss -4 -1 -11 -2 0
Income from financial items
Other interest income and similar items 27 42 69 103 111
Interest expenses and similar items -25 -17 -64 -41 -58
3 26 5 63 54
Profit/loss after financial items -1 25 -5 61 54
Tax
PROFIT/LOSS FOR THE PERIOD -1 25 -5 61 54

Parent Company statement of comprehensive income

SEK m
Note
Jul–Sep 2023 Jul–Sep 2022 Jan–Sep 2023 Jan–Sep 2022 Jan–Dec 2022
Profit/loss for the period -1 25 -5 61 54
Other comprehensive income:
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD -1 25 -5 61 54

Parent Company balance sheet

SEK m Note Sep 30, 2023 Sep 30, 2022 Dec 31, 2022
ASSETS
Non-current assets
Intangible assets
Other intangible assets 0 0 0
0 0 0
Financial assets
Participations in Group companies 2,169 1,441 1,843
Receivables from Group companies 12 294 459 283
2,463 1,901 2,127
Total non-current assets 2,464 1,901 2,127
Current assets
Current receivables
Receivables from Group companies 12 62 174
Other receivables 1 1 1
Prepaid expenses and accrued income 1 0 1
64 175 1
Cash and cash equivalents 42 318 225
Total current assets 106 493 226
TOTAL ASSETS 2,570 2,394 2,353
EQUITY AND LIABILITIES
Equity
Restricted equity
Share capital 6 5 5
6 5 5
Unrestricted equity
Profit brought forward 2,066 1,820 1,820
Profit/loss for the period -5 61 54
2,061 1,880 1,874
Total equity 2,066 1,886 1,879
Non-current liabilities
Liabilities to credit institutions 488 501 470
488 501 470
Current liabilities
Trade payables 4 1 1
Liabilities to Group companies 7 2
Current tax liabilities 0
Other liabilities 1 1 1
Accrued expenses and deferred income 4 5 3
16 8 5
TOTAL EQUITY AND LIABILITIES 2,570 2,394 2,353

Notes

Note 1 Basis for preparation and accounting policies for the Group

The consolidated financial statements for Ovzon AB (publ) have been prepared in accordance with the International Financial Reporting Standards (IFRS) as adopted by the EU, the Swedish Annual Accounts Act and the Swedish Financial Reporting Board's recommendation RFR 1 Supplementary Accounting Rules for Groups. The Parent Company financial statements have been prepared in accordance with the Swedish Annual Accounts Act and RFR 2 Accounting for Legal Entities. The interim report for the period January– September 2023 has been prepared in accordance with IAS 34 Interim Financial Reporting and the Annual Accounts Act. Disclosures under IAS 34 are provided both in the notes and elsewhere in this interim report. The accounting policies and calculation methods applied are in agreement with those described in the 2022 Annual Report. New and amended IFRS and interpretations applied as of 2023 have not materially impacted the financial statements.

Figures may be rounded up or down in tables and statements.

Note 2 Operating segment reporting

The regular internal reporting to the CEO of financial performance that meets the criteria for constituting a segment is done for the Group in its entirety. The Group in total is therefore reported as the company's only segment. Disclosures for the Group are otherwise provided as a whole regarding disaggregation of revenue from various products and services and geographic areas, respectively; refer to Note 5.

Note 3 Fair value of financial instruments

The Group has no derivatives or other financial instruments measured at fair value. Fair value for long- and short-term interest-bearing liabilities are not deemed to have deviated materially from their carrying amounts. For financial instruments measured at amortized cost (trade receivables, other receivables, cash and cash equivalents, trade payables, and other interest-free liabilities), their fair value is considered equal to their carrying amount.

Note 4 Significant judgements, financial risks and going concern

The company's financing risk corresponds to potential difficulties in obtaining financing for activities at a given time. In addition, there is a risk that the company will be unable to comply with the conditions set by the credit facilities. Ovzon's earning capacity is highly dependent on the company's ability to grow its sales through contracts with new and old customers, as well as on the market's future development. There is a risk that agreements are delayed, or that deliveries

are delayed and that this affects the earning capacity. There is also a risk that the market for satellite-based communication will develop worse than at present. Furthermore, there is a risk of further increased costs in the event the company's own satellite is further delayed. In the Board's opinion, the existing working capital is insufficient for current requirements over the coming twelve months, making a preferential rights issue necessary. The proceeds from the rights issue of approximately SEK 250 million are intended to be used to finance operations for 2024 and 2025, taking into account the adjusted outlook for 2023 as well as to strengthen the company's working capital and additional costs related to the completion and launch of Ovzon 3. The Board consider that the proceeds from the preferential rights issue, which is guaranteed to 80 percent by the main shareholders, together with the remaining part of the loan facility will cover the requirements for working capital over the coming twelve months as well as to ensure that the loan covenants can be complied with. The remaining part of the loan facility, refer to Note 6, will as previously communicated, be used to complete Ovzon 3.

Note 5 Disaggregation of revenue

SATCOM-as-a
Service
Jul–Sep
2023
Jul–Sep
2022
Jan–Sep
2023
Jan–Sep
2022
Jan–Dec
2022
Italy 1 22 2 44 66
UK 14 27
USA 43 53 93 160 208
Rest of World 4 3 56 8 20
Total 63 78 179 213 294
Terminals Jul–Sep Jul–Sep Jan–Sep Jan–Sep Jan–Dec
2023 2022 2023 2022 2022
Italy
UK 11 17
USA 40 40
Rest of World 3 3 23
Total 11 20 43 63

Note 6 Financing

In 2019, the company signed a senior credit facility of USD 60 million (SEK 650 million) in order to ensure financing of its proprietary satellite, Ovzon 3. USD 35 million (SEK 379 million) of the credit facility was utilized in 2021. A further USD 10 million (SEK 108 million) was utilized in the second quarter of 2022. In January 2023, a change in the credit facility was agreed on, expanding it to USD 65 million (SEK 705 million). As of the end of the reporting period, the total

unutilized facility was thus USD 20 million (SEK 217 million) and is expected to be used during the fourth quarter 2023. The loan extends up to six years, and is due for payment on December 31, 2025, with an interest rate, in USD, of LIBOR 3m + 10 percentage points.

Note 7 Net financial items

Consolidated net financial items comprise primarily currency effects on that part of the company's interest-bearing net debt and Group balances held in USD. Aggregate currency effects are recognized accumulated, net, which means that individual quarters may present negative earnings or positive costs depending on whether the accumulated net items have gone from an exchange-rate gain in one quarter to an exchangerate loss in the subsequent quarter, or vice versa.

Other financial costs in the parent company refer to financing costs that are invoiced in the Group and are capitalized there as a fixed asset in the Ovzon 3 project.

Note 8 Construction in progress pertaining to property, plant and equipment, and advance payments

Ongoing investment pertains to the company's own satellite, Ovzon 3. The satellite is planned to be launched as soon as December 2023 and reach orbit during mid 2024.

Ongoing investment
Ovzon 3, SEK m
Sep. 30,
2023
Dec. 31,
2022
Opening balance, accumulated
cost
1,447 1,330
Investments for the year 369 90
Translation difference 28
Closing balance,
accumulated cost 1)
1,816 1,447
Impairment, opening balance -12 -12
Impairment for the year
Accumulated impairment,
closing balance
-12 -12
Carrying amount, closing balance 1,804 1,435

1) Of total investments in Ovzon 3, SEK 39 million (29) pertains to capitalized labour costs.

Since parts of the credit facility have been unutilized since April 2021, borrowing expenses of SEK 64 million (41) were capitalized in 2023. These are included in investments for the year.

Note 9 Tax

Deferred tax assets on accumulated loss carryforwards have not been recognized as deferred tax assets, considering the uncertainty pertaining to taxable surplus to use the loss against in the foreseeable future. At the end of the 2022 financial year, a total of SEK 135 million (118) in tax loss carryforwards had been saved.

Tax income of SEK 7 million attributable to the correction of tax paid in the US for fiscal year 2019 was recognized in June 2023. A deferred tax receivable of an equal amount had not been previously recognized owing to uncertainty around the matter. The correction was approved and the amount was disbursed in July 2023.

Note 10 Pledged assets and contingent liabilities

SEK 4 million (4) of the Group's cash and cash equivalents consist of restricted funds.

In conjunction with the utilization of the credit facility in April 2021, the Parent Company and its subsidiaries have pledged central assets under the loan agreement and appurtenant collateral agreements, including but not limited to the following: shares in the company's subsidiaries, certain intellectual property rights, certain intra-Group receivables, central supplier contracts in the Ovzon 3 project (and signed direct contracts between certain suppliers and creditors) as well as certain bank balances, and the subsidiaries have taken over the loan agreement and guarantee the loans during the tenor of the loan agreement.

Group Parent Company
Pledged securities Sep. 30,
2023
Dec. 31,
2022
Sep. 30,
2023
Dec. 31,
2022
Shares in subsidiaries 1,631 1,019 2,169 1,843
Receivables from Group
companies
301 247
Restricted bank funds 4 4
Total 1,635 1,023 2,470 2,090

Note 11 Events after the end of the reporting period

  • •Preferential rights issue of approximately 250 MSEK was communicated on October 20, 2023
  • •The launch of Ovzon 3 is now expected to take place as soon as December 2023
  • •Ovzon to change Chairman of the Board

Note 12 Transactions with related parties

Total receivables in Group
companies, SEK m
Sep. 30,
2023
Dec. 31,
2022
Ovzon Sweden AB -6 0
OverHorizon OHO 1 Limited 41 35
Ovzon LLC 301 247
Ovzon US LLC 14 1
Total 350 283

Ovzon AB (publ) is the Parent Company of the Group, which also comprises the subsidiaries Ovzon Sweden AB, OverHorizon OHO 1 Ltd, and Ovzon US LCC, as well as Ovzon LLC, a wholly owned subsidiary of Ovzon US LLC.

All related-party transactions are conducted on market conditions.

Alternative performance measures

In addition to the financial performance indicators that have been prepared in accordance with IFRS, Ovzon presents alternative performance measures that are not defined under IFRS. These alternative performance measures are considered to be important earnings and performance indicators for investors and other users of the annual and interim reports. These alternative performance measures should be regarded as a supplement to, but not a replacement for,

the financial information that has been prepared in accordance with IFRS. Ovzon's definitions of these measures, which are not defined under IFRS, are presented in this note and under Definitions. These terms can be defined differently by other companies, and are therefore not always comparable with similar measurements used by other companies.

Key performance measures Definition Justification
Operating profit/loss Profit/loss before financial items and tax. This metric is used to monitor the performance of the
business independent of how the company has been
financed, or its tax position.
Adjusted operating profit/loss Profit/loss adjusted for items affecting
comparability.
Items affecting comparability are adjusted so as to
facilitate a fair comparison between two comparable
periods of time, and to show the underlying
performance in operating activities excluding
non-recurring items.
Operating profit/loss,
last 12 months
Operating profit/loss for the current period,
plus operating profit/loss for the preceding
year
less operating profit/loss for the comparison
period
from the preceding year.
This metric is used to monitor adjusted operating
profit/loss over a twelve-month period so as to be
able to routinely compare with the latest full-year
outcome and budgeted full year.
EBITDA Operating profit/loss before depreciation,
amortization, and
impairment.
This metric is used to monitor the company's
profit/loss generated by operating activities, and
facilitates comparisons of profitability among different
companies and industries.
Adjusted EBITDA EBITDA adjusted for items affecting
comparability.
Items affecting comparability are adjusted so as to
facilitate a fair comparison between two comparable
periods of time, and to show the underlying
performance in operating activities excluding
non-recurring items.
Adjusted EBITDA, 12 months Adjusted EBITDA calculated over a twelve
month period.
This metric is used to monitor adjusted EBITDA over
a twelve-month period so as to be able to routinely
compare with the latest full-year outcome and
budgeted full year. It is also a partial component in
the alternative performance indicator Interest-bearing
net debt / adjusted EBITDA 12 months, multiple.
Items affecting comparability Items that are not expected to recur, and
complicate comparability between two
given periods.
Items affecting comparability are adjusted so as to
facilitate a fair comparison between two comparable
periods of time, and to show the underlying
performance in operating activities excluding
non-recurring items.
Order book The aggregate value of orders for SATCOM
as-a-Service and terminals that have been
received but not yet delivered and the end of
each
reported period.
This metric is used to monitor the company's
outstanding deliveries of SATCOM-as-a-Service and
terminals.
Order intake Value of new SATCOM-as-a-Service and
terminal orders received.
This metric is used to monitor orders received for
SATCOM-as-a-Service and terminals.
Adjusted revenue Revenue adjusted for items
affecting comparability.
Items affecting comparability are adjusted to facilitate
a fair comparison between two comparable periods
Key performance measures Definition Justification
of time, and to show the underlying performance in
operating activities independent of exchange-rate
fluctuations or items affecting comparability.
Adjusted revenue growth Growth in local currency for comparable
companies
adjusted for items affecting comparability.
This metric is used for monitoring revenue growth in
the underlying business, excluding items affecting
comparability and exchange-rate fluctuations.
Profit/loss excluding currency effects Profit/loss for the period adjusted for
unrealized
financial currency effects in the period.
Unrealized financial currency effects are adjusted
because the company's earning can vary drastically
depending on the performance of the USD. The
company's internal loans, a large part of its cash and
cash equivalents, and the company's external
financing are denominated in USD.
Interest-bearing net debt Borrowing excluding interest-rate derivatives,
less cash and cash equivalents and interest
bearing assets.
The metric is used to easily illustrate and assess the
Group's possibilities for fulfilling its financial
commitments.
Interest-bearing net debt
excluding lease liabilities
Borrowing excluding interest-rate derivatives,
less cash and cash equivalents and
interest-bearing assets.
The metric is used to easily illustrate and assess the
Group's possibilities for fulfilling its financial
commitments.
Interest-bearing net debt /
adjusted EBITDA, 12 months,
multiple
Interest-bearing net debt divided by
adjusted EBITDA.
This metric shows the Group's indebtedness in
relation to adjusted EBITDA. It is used to illustrate the
Group's possibility of fulfilling its financial
commitments.
Operating margin (%) Operating profit/loss divided by operating
income, multiplied by 100.
This metric is used to understand the generation of
the Group's profit.
Equity/assets ratio (%) Equity including non-controlling interests,
divided by the balance
sheet total and multiplied by 100.
This metric shows how large a share of the assets
are financed with equity. The purpose is to be able to
assess the Group's ability to pay over the long term.

Reconciliations

Adjusted operating profit/loss Jul–Sep
2023
Jul–Sep
2022
Jan–Sep
2023
Jan–Sep
2022
Jan–Dec
2022
Operating profit/loss -29 -12 -81 -38 -81
Realized positive foreign exchange rate effect related to
repayment of advances from launch partner
-11
Adjusted operating profit/loss -29 -12 -92 -38 -81
Operating profit/loss, last 12 months Oct 2022–Sep 2023 Oct 2021–Sep 2022
Operating profit/loss, last 12 months, SEK m
Operating profit/loss, current period
-81 -38
+ Operating profit/loss, preceding year -81 -113
– Operating profit/loss from last year 38 84
Operating profit/loss, last 12 months -123 -67
EBITDA and adjusted EBITDA Jul–Sep
2023
Jul–Sep
2022
Jan–Sep
2023
Jan–Sep
2022
Jan–Dec
2022
Operating profit/loss -29 -12 -81 -38 -81
Excluding depreciation/amortization 7 7 20 16 23
EBITDA -22 -5 -61 -22 -57
Realized positive foreign exchange rate effect related to
repayment of advances from launch partner
-11
Adjusted EBITDA -22 -5 -72 -22 -57
Adjusted revenue and
adjusted revenue growth
Jul–Sep
2023
Jul–Sep
2022
Jan–Sep
2023
Jan–Sep
2022
Jan–Dec
2022
Revenue 73 78 199 256 357
Sale of production inventory -3 -3
Adjusted revenue 73 78 199 253 354
Average exchange rate for the period, SEK/USD 10.8098 10.5470 10.5887 9.9213 10.1245
Adjusted revenue, USD m 7 7 19 25 35
Revenue growth -7% 63% -22% 117% 87%
Adjusted revenue growth
adjusted for currency effects
-9% 40% -26% 85% 76%
Profit/loss excluding currency translations Jul–Sep
2023
Jul–Sep
2022
Jan–Sep
2023
Jan–Sep
2022
Jan–Dec
2022
Profit/loss for the period -30 2 -72 7 -36
Excluding unrealized financial currency effects 0 -19 0 -45 -43
Profit/loss excluding currency translations -30 -17 -72 -39 -80
Interest-bearing net debt, and interest-bearing
net debt excluding lease liabilities, SEK m
Sep 30,
2023
Sep 30,
2022
Dec 31,
2022
Non-current liabilities, interest-bearing 493 510 478
Current liabilities, interest-bearing
Cash and cash equivalents -60 -349 276
Interest-bearing net debt 433 161 202
of which, lease liabilities 5 10 8
Interest-bearing net debt excluding lease liabilities 428 152 194
Equity/assets ratio 73% 71% 72%
Interest-bearing net debt / Adjusted EBITDA,
12 months, multiple
neg neg neg
Closing rate at the end of the reporting period Sep. 2023 Sep. 2022 Dec. 2022
EUR 11.4923 10.9177 11.1283
GBP 13.2748 12.4071 12.5811

USD 10.8413 11.1227 10.4371