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Q-Free ASA — Earnings Release 2020
Oct 28, 2020
3721_rns_2020-10-28_d5d781ee-ef30-49bd-be71-f0fcc62a449a.pdf
Earnings Release
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Highlights
Q3 2020
- 210 MNOK in revenues, down 13% YoY amid reduced product sales and delayed project deliveries caused by COVID-19
- 32 MNOK in EBITDA (15% margin), up from 31 MNOK (22 MNOK excl. one-time pension adjustment) in Q3-19, driven by strong margins and low OPEX
- 24 MNOK in positive cash flow from operations
- 354 MNOK in order intake and >300 MNOK in awarded but not yet signed contracts
- 1 169 MNOK in order backlog, up 7% YoY and 12% QoQ

ORDER INTAKE LAST 5 QUARTERS MNOK

EBITDA LAST 5 QUARTERS MNOK 31 11 -8 26 32 Q3 2019 Q4 2019 Q1 2020 Q2 2020 Q3 2020
ORDER BACKLOG LAST 5 QUARTERS MNOK


Financial review
| KEY FIGURES | |||||||
|---|---|---|---|---|---|---|---|
| NOK 1.000 | Q3 2020 | Q3 2019 | Y/Y-% | 9M 2020 | 9M 2019 | Y/Y-% | FY 2019 |
| Revenues | 210 377 | 242 630 | -13,3% | 634 616 | 716 594 | -11,4% | 962 317 |
| Gross contribution | 135 052 | 141 592 | -4,6% | 398 930 | 405 128 | -1,5% | 539 389 |
| Gross margin - % | 64,2% | 58,4% | 62,9% | 56,5% | 56,1% | ||
| Operating expenses | 102 868 | 110 698 | -7,1% | 348 496 | 343 005 | 1,6% | 468 371 |
| EBITDA excl non-recurring items | 32 184 | 21 769 | 47,8% | 50 434 | 52 998 | -4,8% | 71 018 |
| EBITDA margin excl non-recurring items | 15,3 % | 9,0 % | 7,9 % | 7,4 % | |||
| Non-recurring items* | 0 | 9 125 | 0 | 9 125 | 1 625 | ||
| EBITDA | 32 184 | 30 894 | 4,2 % | 50 434 | 62 123 | -18,8% | 72 643 |
| EBITDA margin | 15,3% | 12,7% | 7,9% | 8,7% | 7,6% | ||
| Depreciation and amortisation | 14 436 | 17 725 | -18,6% | 46 333 | 54 618 | -15,2% | 68 692 |
| Impairment | 0 | 0 | 0 | 0 | 58 332 | ||
| Operating profit - EBIT | 17 748 | 13 169 | 4 101 | 7 505 | -54 381 | ||
| EBIT margin | 8,4% | 5,4% | 0,6% | 1,0% | -5,7% | ||
| Profit before tax | 2 064 | 28 431 | -9 117 | 10 260 | -50 050 | ||
| Profit margin | 1,0% | 11,7% | -1,4% | 1,4% | -5,2% | ||
| Profit after tax | 3 047 | 25 376 | -15 452 | 2 705 | -49 981 | ||
| Profit for the period | 3 047 | 25 376 | -15 452 | 2 705 | -49 981 | ||
| EPS | 0,03 | 0,28 | -0,17 | 0,03 | -0,56 | ||
| Number of employees | 381 | 390 | 381 | 390 | 396 |
*Cost of goods sold in FY 2019 negatively impacted by 3 MNOK in write down of parking inventory. Operating expenses in FY 2019 negatively impacted by 4.5 MNOK in fees related to structural processes. FY 2019 positively impacted by 9 MNOK from reduced pension obligations in N orway.
Profit and loss third quarter 2020
Q-Free generated total revenues of 210 MNOK in the third quarter of 2020, down 13 percent from Q3-19. Tolling revenues ended at 142 MNOK versus 165 MNOK in Q3-19 and Traffic Management revenues at 46 MNOK compared to 50 MNOK in Q3-19. The Covid-19 pandemic had a negative impact on product sales in both segments in the quarter.
The gross contribution of 135 MNOK was down 5 percent from Q3-19. Gross margin was positively impacted by the revenue mix in Tolling with a high share of SW and system revenues.
Operating expenses in Q3-20 amounted to 103 MNOK compared to 111 MNOK in Q3-19 (120 MNOK adjusted for one-time pension scheme effect). The YoY-decrease is mainly explained by swift implementation of the cost reduction measures announced in April, which have reduced personnel, consultant, and travel expenses significantly.
QUARTERLY REVENUES AND EBITDA MARGIN MNOK & %

Q3 2019 Q4 2019 Q1 2020 Q2 2020 Q3 2020

-10,0 % -5,0 % 0,0 % 5,0 % 10,0 % 15,0 % 20,0 %
EBITDA in the quarter ended at 32 MNOK (15.3 percent margin), slightly up from 31 MNOK in Q3-19. However, adjusting for the 9 MNOK positive impact from the one-time pension scheme change in Q3-19, profitability improved considerably.
Depreciation and amortization in Q3-20 ended at 14 MNOK compared to 18 MNOK in Q3-19.
Operating profit (EBIT) in the third quarter ended at 18 MNOK compared to 13 MNOK in Q3-19.
Net financial items in the quarter were negative by 16 MNOK, a decrease of 31 MNOK from 15 MNOK in Q3-19. The change is mainly explained by negative currency effects in the quarter and interest expenses.
Reported pre-tax profit ended at 2 MNOK, down from 28 MNOK in Q3-19.
Earnings per share was 0.03 NOK in the third quarter of 2020 versus 0.28 NOK in Q3-19.
Profit and loss first nine months 2020
Accumulated revenues for the first nine months of 2020 amounted to 635 MNOK, down 11 percent from 717 MNOK in the corresponding period in 2019. Tolling had a negative growth of 10 percent in the period, whereas Traffic Management delivered a YoY negative growth of 14 percent. Revenues in both segments have been negatively impacted by the Covid 19-pandemic with lower product sales and postponed project deliveries.
Gross contribution for the first nine months ended at 399 MNOK, slightly down YoY. The 6.4 percentage point increase in gross margin year to date is explained by a favourable revenue mix with high margin software and system sales.
Year to date operating expenses were 348 MNOK, up 5 MNOK compared to the first nine months of 2019. Operating expenses were negatively influenced by currency in the period amid a weak NOK against USD, EUR and AUD.
EBITDA in the first nine months of 2020 amounted to 50 MNOK compared to 62 MNOK in 2019. The EBITDA margin per Q3-20 was 8 percent versus 9 percent per Q3-19. Operating profit (EBIT) ended at 4 MNOK versus 8 MNOK. Adjusting for the 9 MNOK in positive impact from a pension scheme change in Q3-19, year to date EBITDA and EBIT was stable compared to 2019.
Net financial items were -13 MNOK during the first nine months of 2020 compared to 3 MNOK in the corresponding period of 2019. Pre-tax profit was -9 MNOK compared to 10 MNOK per Q3-19.
Balance sheet
Total assets as of 30 September 2020 were 915 MNOK, down from 918 MNOK at the end of Q2-20 and down from 994 MNOK as of Q3-19. Total assets were negatively influenced by currency in the quarter.
Total equity ended at 388 MNOK, up from 387 MNOK at the end of Q2-20 down from 410 MNOK at the end of Q1-20 and down from 409 MNOK at the end of Q3-19. The equity ratio was 42 percent, on the same level as per the end of Q2-20 and up from 41 percent at the end of Q3-19. The equity proportion of the issued convertible bond was MNOK 11, while the increase in equity in the third quarter is explained by currency effects.
Non-current liabilities ended at 286 MNOK, down 14 MNOK from Q2-20 and up 58 MNOK from Q3-19. The increase compared to Q3-19 is mainly explained by increased bank borrowings and a convertible bond issue.
Current borrowings to financial institutions were 54 MNOK at the end of the third quarter 2020, up from 46 MNOK at the end of Q2-20 and down from 73 MNOK at the end of Q3-19. Granted, but unused, credit facilities were 100 MNOK at the end of Q3-20 compared to 100 MNOK at the end of Q2-20.
Net interest-bearing debt ended at 233 MNOK, down from 244 MNOK in the previous quarter. The reduction is explained by positive cash flows from operations, which has enabled repayment of borrowings in addition to increased cash at hand.
QUARTERLY NIBD

Current liabilities were 241 MNOK at the end of the quarter compared to 231 MNOK at the end of Q2-20. The increase from Q2-20 is mainly explained by an increase in liabilities held for sale, partly offset by a reduction in other certain current liability items.
Net working capital (defined as current assets excluding cash less current liabilities excluding current borrowings) amounted to 195 MNOK at the end of Q3-20, down from 197 MNOK at the end of Q2-20. Compared to Q3-19, net working capital was negatively impacted by a reclassification of certain noncurrent assets and non-current liabilities to assets and liabilities held for sale. Net working capital at the end of Q3- 19 was 172 MNOK. The working capital ratio based on 12 month trailing revenues ended at 22 percent at end of Q2-20,

on the same level as at the end of Q2-20 and up from 18 percent at the end of Q3-19.
Cash flow
Net cash flow from operating activities was 24 MNOK in Q3- 20 compared to 41 MNOK in Q3-19. The decrease is explained by working capital effects.
Net cash flow from investing activities was -7 MNOK in Q3-20 compared to -49 MNOK in Q3-19.
Net cash flow from financing activities was -16 MNOK in Q3- 20 versus -28 MNOK in Q3-19. The difference is mainly explained by proceeds from borrowings and repayment of borrowings.
QUARTERLY AVAILABLE CREDIT AND CASH AT HAND MNOK

The net change in available cash in the period was 5 MNOK explained by increased cash at hand. Q-Free had 181 MNOK in available funds at the end of Q3-20.
Order intake and backlog
Total reported order intake in the third quarter of 2020 was 354 MNOK compared to 206 MNOK in Q3-19. Book-to-bill in the quarter ended at 1.68. The significant YoY and QoQ increase in order intake reflects the large announced contracts in Portugal (130 MNOK), USA (55 MNOK) and Norway (30 MNOK) in addition to several small and mediumsized contracts. Contracts with a value in excess of 300 MNOK have been awarded to Q-Free, but are not yet signed and booked as order intake. Q-Free expects these contracts to be signed in Q4-20.
The order backlog at the end of Q3-20 was 1 169 MNOK, up from 1 091 MNOK at the end Q3-19 and 1 040 MNOK at the end of the previous quarter. 245 MNOK of the backlog is scheduled for delivery in Q4-20, 405 MNOK in 2021, and 518 MNOK for the period 2022 and beyond.
In terms of revenue mix, the order backlog is composed of 12 percent product deliveries, 39 percent service and maintenance contracts, and 49 percent system projects.
ORDER BACKLOG AND ORDER INTAKE MNOK

ORDER BACKLOG COMPOSITION Q3-20 MNOK

Covid-19 impact
Q-Free has adapted advice from local authorities, implemented travel-restrictions, working from home policies and other measures to limit risk of Covid-19 exposure. As commented above, the outbreak has had a negative impact on revenue and order intake, but the effects are expected to be temporary. Q-Free has implemented cost-cutting measures including travel bans, salary cuts, furloughs, and termination of certain positions. The cost-cutting measures are continuously reconsidered depending on activities in the market. Q-Free does not expect a long-term adverse financial effect from the outbreak.

Segment overview
Thailand
Q-Free's segment structure per Q3 2020:



-
-
REVENUES AND MARGINS
Quarterly Tolling revenues amounted to 142 MNOK, down from 165 MNOK in Q3-19. The decline was caused by lower product sales and delayed project revenues.
Q-Free generated 40 MNOK in service and maintenance revenues, 73 MNOK in system project and software revenues, and 29 MNOK in product revenues in the quarter.
Tolling achieved an EBITDA of 38 MNOK in the third quarter of 2020, in line with Q3-19. Lower revenues were offset by a higher gross margin and lower operating expenses compared to the corresponding period in 2019.
The figures are impacted by the new segment reporting from January 1, 2020. Certain group expenses have been allocated to the Tolling segment, hence figures on segment level have been restated for comparison. Reference is made to note 3 in the Q3-20 report.
ORDER INTAKE AND BACKLOG
Q-Free booked Tolling contracts worth 236 MNOK in the quarter. In addition to a 130 MNOK multi-lane free-flow contract in Portugal and a 30 MNOK SW contract in Norway, the order intake consisted of various small and medium-sized orders.
The order backlog ended at 971 MNOK, up from 892 MNOK in Q3-19. Product deliveries account for 7 percent of the backlog value and are typically sold with short lead-times, while the remaining 93 percent consists of system projects and long-term service & maintenance contracts.
TOLLING ORDER BACKLOG DISTRIBUTION MNOK

TOLLING REVENUES AND EBITDA
| MNOK | ||||
|---|---|---|---|---|
| Q3-20 | Q3-19 | 9M-20 | 9M-19 | |
| REVENUES | 142 | 165 | 415 | 460 |
| EBITDA | 38 | 38 | 73 | 78 |
LAST 5 QUARTERS TOLLING REVENUES MNOK

TOLLING ORDER BACKLOG & ORDER INTAKE MNOK

Q3 2019 Q4 2019 Q1 2020 Q2 2020 Q3 2020 Order backlog Order Intake


-
-
REVENUES AND MARGINS
Traffic Management revenues ended at 46 MNOK in Q3-20, down from 50 MNOK in Q3-19. The Covid-19 pandemic has caused temporary delays in deliveries which impacted revenues negatively in the quarter.
EBITDA ended at -2 MNOK in the quarter compared to 2 MNOK in Q3-19. The decrease is mainly due to lower revenues.
The figures are impacted by the new segment reporting from January 1, 2020. Figures on segment level have been restated for comparison. Reference is made to note 3 in the Q3-20 report.
ORDER INTAKE AND BACKLOG
Q-Free booked Traffic Management contracts in the quarter worth 91 MNOK compared to 37 MNOK in Q3-19. In addition to a renewal of a statewide ATMS contract worth 55 MNOK, the order intake comprised several small and medium-sized orders in the US.
The order backlog ended at 164 MNOK. Most of the backlog is due for delivery in the coming 2 to 6 months.
TRAFFIC MANAGEMENT ORDER BACKLOG DISTRIBUTION MNOK

TRAFFIC MANAGEMENT REVENUES AND EBITDA MNOK
| Q3-20 | Q3-19 | 9M-20 | 9M-19 | |
|---|---|---|---|---|
| REVENUES | 46 | 50 | 151 | 176 |
| EBITDA | -2 | 2 | -3 | 7 |
LAST 5 QUARTERS TRAFFIC MANAGEMENT REVENUES MNOK

TRAFFIC MANAGEMENT ORDER BACKLOG & ORDER INTAKE MNOK

ASSETS HELD FOR SALE
REVENUES AND MARGINS
Q3-20 revenues came in at 23 MNOK, down from 28 MNOK in Q3-19. The decline is mainly explained by lower revenues in the previous Parking business.
EBITDA was 3 MNOK in Q3-20, up from -1 MNOK last year.
The figures are impacted by the new segment reporting from January 1, 2020. Figures on segment level have been restated for comparison. Reference is made to note 3 in the Q3-20 report.
ORDER SITUATION
Q-Free booked 27 MNOK in new orders in Q3-20. The order intake was primarily from Europe.
The business normally consists of small and medium sized orders with a typical delivery time of 4-8 weeks. 24 MNOK of the order backlog is scheduled to be delivered during Q4 2020, 9 MNOK is scheduled for delivery in Q1 2021.
DIVESTMENT PROCESS
Several potential buyers have made contact concerning our assets held for sale, and some discussions have been initiated. However, the Covid-19 pandemic creates general market uncertainty and makes cross border negotiation and transaction processes challenging. Q-Free will continue to explore potential divestment opportunities in the coming months.
ASSETS HELD FOR SALE ORDER BACKLOG DISTRIBUTION MNOK

ASSETS HELD FOR SALE REVENUES AND EBITDA MNOK
| Q3-20 | Q3-19 | 9M-20 | 9M-19 | |
|---|---|---|---|---|
| REVENUES | 23 | 28 | 69 | 80 |
| EBITDA | 3 | -1 | 4 | 1 |
LAST 5 QUARTERS ASSETS HELD FOR SALE REVENUES MNOK

ASSETS HELD FOR SALE ORDER BACKLOG & ORDER INTAKE MNOK


Outlook
The third quarter of 2020 was a very strong quarter for Q-Free with high profitability, solid cash flow from operations, and a high order intake.
EBITDA increased to 32 MNOK with a healthy 15% margin despite low product sales and delayed project revenues caused by Covid-19. In the second and the third quarter of 2020 Q-Free has reaped the rewards for proactively and forcefully adjusting its cost base in anticipation of lower revenues. Consequently, profitability has been solid in the recent two quarters even if revenues have declined. Profitability is expected to remain solid in the coming quarters based on a healthy order backlog, an attractive revenue mix, and continued cost control.
Good cash management and improved profitability enabled Q-Free to reduce its net interest-bearing debt in the quarter while simultaneously increasing its liquidity reserves. New contracts, in particular in the Tolling business, have improved payment terms and lower working capital needs than in previous years. The company now has sufficient capital to fund ongoing development initiatives/delivery projects and planned investments.
Q-Free managed to significantly increase its order intake in the quarter even though the traffic technology industry has been hit hard by the Covid-19 pandemic. On the back of big contract wins in Portugal, the USA, and Norway plus several medium-sized and small contracts, Q-Free increased its year-to-date book-to-bill ratio to 1.2 and its order backlog to a healthy 1 169 MNOK. In addition, Q-Free has been awarded contracts with an accumulated value of more than 300 MNOK. These contracts are expected to be signed in Q4-20.
In addition to boosting order intake and backlog, the contract wins are a testament to Q-Free's increasing competitiveness in the market. The company has invested, and continues to invest, significantly in products and services that will drive profitable growth going forward. The outlook for the fourth quarter and 2021 is positive.
As a consequence of dialogues related to divestment of "assets held for sale", Q-Free has also experienced interest in other parts of the company from potential buyers and structural partners. Inbound inquiries are assessed by the Board if deemed sufficiently attractive and feasible. Q-Free will update the market according to applicable law and the Continuing Obligation of companies listed on the Oslo Børs.

Consolidated financial statements
STATEMENT OF PROFIT OR LOSS STATEMENT OF COMPREHENSIVE INCOME STATEMENT OF FINANCIAL POSITION STATEMENT OF CASH FLOWS STATEMENT OF CHANGES IN EQUITY
INDEX OF NOTES
- 1 General information & Accounting policies
- 2 Operating Segments
- 3 Revenue
- 4 Borrowings
- 5 Net financial items
- 6 Assets held for sale
- 7 Subsequent events
ALTERNATIVE PERFORMANCE MEASURES

Interim condensed consolidated statement of profit or loss
30 SEPTEMBER 2020
| Amounts in TNOK | Note | Q3 2020 | Q3 2019 | 9M 2020 | 9M 2019 | 2019 |
|---|---|---|---|---|---|---|
| Revenue from customers | 3 | 210 377 | 242 630 | 634 616 | 716 594 | 962 317 |
| Total operating revenue | 210 377 | 242 630 | 634 616 | 716 594 | 962 317 | |
| Cost of goods sold | 56 165 | 72 868 | 170 916 | 234 745 | 304 556 | |
| Project contractor expenses | 19 160 | 28 170 | 64 770 | 76 721 | 118 372 | |
| Employee benefit expenses | 75 229 | 80 385 | 248 646 | 243 409 | 328 788 | |
| Other operating expenses | 27 639 | 30 313 | 99 850 | 99 596 | 137 958 | |
| Total operating expenses | 178 193 | 211 736 | 584 182 | 654 471 | 889 674 | |
| Earnings before interest, taxes, depreciation and amortisation (EBITDA) | 32 184 | 30 894 | 50 434 | 62 123 | 72 643 | |
| Depreciation of property, plant and equipment Amortisation of intangible assets |
6 848 7 588 |
7 271 10 454 |
21 714 24 619 |
21 515 33 103 |
29 128 39 564 |
|
| Impairment of intangible assets and PP&E | - | - | - | - | 58 332 | |
| Total depreciation, amortization and impairment | 14 436 | 17 725 | 46 333 | 54 618 | 127 024 | |
| Earnings before interest and taxes (EBIT) | 17 748 | 13 169 | 4 101 | 7 505 | -54 381 | |
| Financial income Financial expenses |
5 5 |
3 861 -19 545 |
19 062 -3 800 |
52 972 -66 190 |
25 942 -23 187 |
89 777 -85 446 |
| Net financial items | 5 | -15 684 | 15 262 | -13 218 | 2 755 | 4 331 |
| Profit before tax | 2 064 | 28 431 | -9 117 | 10 260 | -50 050 | |
| Tax expense | 983 | -3 055 | -6 335 | -7 555 | 69 | |
| Profit / (-) loss for the period | 3 047 | 25 376 | -15 452 | 2 705 | -49 981 | |
| Earnings per share Diluted earnings per share |
0,03 0,03 |
0,28 0,28 |
-0,17 -0,16 |
0,03 0,03 |
-0,56 -0,56 |
The interim financial information has not been subject to audit or review.
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
Interim condensed consolidated statement of comprehensive income
30 SEPTEMBER 2020
| Amounts in TNOK | Note | Q3 2020 | Q3 2019 | 9M 2020 | 9M 2019 | 2019 |
|---|---|---|---|---|---|---|
| Profit / (-) loss for the period Other comprehensive income |
3 047 | 25 376 | -15 452 | 2 705 | -49 981 | |
| Other comprehensive income to be reclassified to profit or loss in | ||||||
| subsequent periods: Currency translation differences, net of tax |
-2 337 | 14 472 | 35 403 | 3 512 | 4 852 | |
| Net other comprehensive income to be reclassified to profit or | -2 337 | 14 472 | 35 403 | 3 512 | 4 852 | |
| loss in subsequent periods |
||||||
| Other comprehensive income for the period, net of tax | -2 337 | 14 472 | 35 403 | 3 512 | 4 852 | |
| Total comprehensive income for the period, net of tax | 710 | 39 848 | 19 951 | 6 217 | -45 129 |
The interim financial information has not been subject to audit or review.
The accompanying notes are an integral part of the interim condensed consolidated financial statements.

Interim condensed consolidated statement of financial position
30 SEPTEMBER 2020
| Amounts in TNOK | Note | Q3 2020 | Q3 2019 | 2019 |
|---|---|---|---|---|
| ASSETS | ||||
| Deferred tax assets | 5 465 | 12 412 | 15 564 | |
| Intangible assets | 91 511 | 129 635 | 114 245 | |
| Goodw ill |
291 744 | 326 595 | 285 270 | |
| Property, plant and equipment | 1 | 63 408 | 75 619 | 78 785 |
| Non-current receivables | - | 2 916 | 382 | |
| TOTAL NON-CURRENT ASSETS | 452 128 | 547 177 | 494 246 | |
| Inventories | 33 953 | 73 431 | 76 143 | |
| Contract assets | 101 551 | 128 724 | 103 957 | |
| Accounts receivable | 107 576 | 169 933 | 140 265 | |
| Other current assets | 34 765 | 42 643 | 37 506 | |
| Cash and cash equivalents | 81 280 | 31 873 | 31 051 | |
| Assets held for sale | 6 | 103 643 | - | - |
| TOTAL CURRENT ASSETS | 462 767 | 446 604 | 388 922 | |
| TOTAL ASSETS | 914 895 | 993 781 | 883 168 |
Interim condensed consolidated statement of financial position
30 SEPTEMBER 2020
| Note | Q3 2020 | Q3 2019 | 2019 |
|---|---|---|---|
| 33 905 | 33 905 | 33 905 | |
| 578 307 | 578 307 | 578 307 | |
| 21 199 | 21 142 | 21 183 | |
| -245 274 | -224 548 | -275 893 | |
| 388 137 | 408 806 | 357 502 | |
| 4 | 191 700 | 185 000 | 160 000 |
| 67 931 | - | - | |
| 1 | 26 067 | 33 343 | 37 197 |
| - | - | - | |
| - | 9 348 | - | |
| 285 698 | 227 691 | 197 197 | |
| 4 | 54 300 | 72 806 | 72 022 |
| 9 894 | 38 560 | 4 253 | |
| 44 774 | 101 374 | 117 609 | |
| 926 | 2 152 | 3 531 | |
| 11 119 | 21 284 | 20 167 | |
| 1 | 21 527 | 61 332 | 54 414 |
| 69 378 | 59 776 | 56 473 | |
| 6 | 29 142 | - | - |
| 241 060 | 357 284 | 328 469 | |
| 525 666 | |||
| 526 758 | 584 975 |
The interim financial information has not been subject to audit or review.
The accompanying notes are an integral part of the interim condensed consolidated financial statements.

Interim condensed consolidated statement of cash flows
30 SEPTEMBER 2020
| Amounts in TNOK | Q3 2020 | Q3 2019 | 9M 2020 | 9M 2019 | 2019 |
|---|---|---|---|---|---|
| Cash flow from operations | |||||
| Profit before tax | 2 064 | 28 431 | -9 117 | 10 260 | -50 050 |
| Paid taxes | -509 | -2 025 | -3 785 | -5 756 | -8 034 |
| Depreciation and impairment of property, plant and equipment | 6 848 | 7 271 | 21 714 | 21 515 | 29 128 |
| Amortisation and impairment of intangible assets | 7 588 | 10 454 | 24 619 | 33 103 | 97 896 |
| Accrued interest expense | 549 | 121 | 1 217 | -224 | -173 |
| Share-based payment expense | -84 | 81 | -233 | 267 | 348 |
| Working capital adjustments: | - - |
- - |
- - |
- - |
|
| Changes in inventory | 5 555 | -6 865 | 15 341 | -1 435 | -4 147 |
| Changes in contract assets | -2 190 | -16 927 | 1 460 | -46 404 | -26 738 |
| Changes in accounts receivable | -2 204 | 804 | 12 090 | -9 114 | 20 554 |
| Changes in advance payments from customers | -2 706 | 11 818 | 8 446 | 24 221 | -10 086 |
| Changes in accounts payable | 3 168 | 24 497 | -61 007 | 5 382 | 21 617 |
| Changes in other items | 6 167 | -16 952 | 24 987 | -43 781 | -32 630 |
| Net cash flow from operations | 24 246 | 40 708 | 35 732 | -11 966 | 37 685 |
| Cash flow from investing activities | |||||
| Investments in PP&E and intangible assets | -5 638 | -7 669 | -16 605 | -20 657 | -35 454 |
| Cash flow from investing activities | -5 638 | -7 669 | -16 605 | -20 657 | -35 454 |
| Cash flow from financing activities | |||||
| - | 4 000 | 182 114 | 73 033 | 73 033 | |
| Cash proceeds from borrow ings Repayment of borrow ings |
-8 500 | -23 248 | -103 085 | -30 748 | -56 533 |
| Equity share of convertible bond | - | - | 10 727 | - | - |
| Payments of lease liabilities | -4 849 | -5 011 | -15 860 | -14 770 | -19 801 |
| Net interest paid | -3 094 | -4 215 | -9 908 | -9 123 | -13 023 |
| Cash flow from financing activities | -16 443 | -28 474 | 63 988 | 18 392 | -16 324 |
| Effect on cash and cash equivalents of changes in foreign exchange rates | 2 968 | 2 456 | -395 | 1 169 | 209 |
| Net change in cash and cash equivalents for the period | 5 133 | 7 021 | 82 720 | -13 062 | -13 884 |
| Cash and cash equivalents beginning of period | 76 147 | 24 852 | 31 051 | 89 700 | 89 700 |
| Transferred to Assets held for sale | - | - | - | - | |
| Cash and cash equivalents end of period | 81 280 | 31 873 | 113 771 | 76 638 | 75 816 |
The interim financial information has not been subject to audit or review.
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
See note 7 regarding changes in accounting principles.
Interim condensed consolidated statement of changes in equity
30 SEPTEMBER 2020
Amounts in TNOK
| Subscribed share capital |
Share premium |
Other paid-in capital |
Retained earnings |
Available-for sale reserve FVOCI (IFRS 9) |
Currency translation differences, net of tax |
Total | |
|---|---|---|---|---|---|---|---|
| Total equity 31.12.2019 | 33 905 | 578 307 | 21 183 | -360 965 | - | 85 071 | 357 502 |
| Profit / (-) loss for the period | - | - | - | -15 452 | - | - | -15 452 |
| Other comprehensive income Total comprehensive income for the period |
- 33 905 |
- 578 307 |
- 21 183 |
- -376 417 |
- - |
35 403 120 474 |
35 403 377 453 |
| Reclassification of non-controlling interests | - | ||||||
| Share issue arising from acquisitions | - | ||||||
| Share issue | - | ||||||
| Sale of Non-Controlling Interests | - | ||||||
| Share-based payment expense | - | - | -43 | - | - | - | -43 |
| Convertible bond issue | - | - | 10 727 | - | - | 10 727 | |
| Total equity 30.09.2020 | 33 905 | 578 307 | 21 140 | -365 690 | - | 120 474 | 388 137 |
| Total equity 31.12.2018 | 33 905 | 578 307 | 20 950 | -310 984 | - | 80 219 | 402 397 |
| Profit / (-) loss for the period | - | - | - | 2 705 | - | - | 2 705 |
| Other comprehensive income | - | - | - | - | - | 3 512 | 3 512 |
| Total comprehensive income for the period | 33 905 | 578 307 | 20 950 | -308 279 | - | 83 731 | 408 614 |
| Share-based payment expense | - | - | 192 | - | - | - | 192 |
| Total equity 30.09.2019 | 33 905 | 578 307 | 21 142 | -308 279 | - | 83 731 | 408 806 |
The interim financial information has not been subject to audit or review.
On May 19, The Company issued Convertible Bonds at a par value of tNOK 80 000. In accordance with IAS 32, the proceeds have been split between a debt element valued at fair market value, while the residual (option element for conversion right) should be considered equity.Net after deduction for transaction cost , the debt is valued at tNOK 65 050 at time of issue, while the equity is valued at net tNOK 10 727. Accrued interest have been added to the debt.
The Bonds will bear interest at 6 months NIBOR + 4.00% per annum with deferral optionality, have a tenor of three years and an initial conversion price of NOK 4.3669 equal to a premium of 25% over the volume weighted average price of the Shares on the Oslo Stock Exchange the 22 April 2020 of NOK 3.4935. The Bonds will not be listed.
Notes to the condensed interim financial statements Q3 2020
NOTE 1 – GENERAL INFORMATION & ACCOUNTING POLICIES
The Q-Free Group provides leading technology solutions to the global ITS market. Q-Free has 381 employees, is headquartered in Trondheim Norway, and has local offices in 16 countries around the world. Q-Free ASA is a Norwegian public limited liability company, and has been listed on the Oslo Stock Exchange under the ticker QFR since 2002.
Basis of preparation
These consolidated interim financial statements for 2020, combined with other relevant financial information in this report, have been prepared in accordance with the regulations of the Oslo Stock Exchange and the requirements in IAS 34. These condensed consolidated interim financial statements for the quarter have not been audited or been subject to review by the Group's auditor. The financial statements do not include all of the information required for the full annual financial statements of the Group and should be read in conjunction with the consolidated financial statements for 2019. The consolidated financial statements for 2019 are available upon request from the company's registered office in Trondheim or at our website, www.qfree.com. The consolidated condensed interim financial statements were approved by the Board of Directors at its meeting on 28 May 2020.
The preparation of the Q-Free Group's consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the end of the reporting period. However, uncertainty about these assumptions and estimates can result in outcomes that require a material adjustment to the carrying amount of the assets or liability affected in future periods.
No significant events, which are not mentioned in this report, have occurred since the balance sheet date.
As a result of rounding differences, numbers or percentages may not add up to the total.
Accounting policies
The interim condensed consolidated financial statements of the Q-Free Group for Q3 2020 were prepared in accordance with International Financial Reporting Standards (IFRS) in accordance with IAS 34 Interim Financial Reporting. The Group has used the same accounting policies and standards as in the consolidated financial statements as of 31 December 2019.
NOTE 2 OPERATING SEGMENTS
The Group discloses operating segment information under IFRS 8 Operating Segments, which requires the entity to identify segments according to the organisation and reporting structure used by management. Operating segments are components of a business that are evaluated regularly by the chief operating decision maker for the purpose of assessing performance and allocating resources. The Group's chief operating decision maker is the members of the corporate management team.
The operating segments are determined based on how resources and investments are allocated within the Group, as well as on differences in the nature of the operations, solutions, products and services. As of January 1 2020, the Group changed the segment reporting from the previously five segments Tolling, Parking, Urban, Inter-Urban and Infomobility to the two segments Tolling and Traffic Management. Parking and Infomobility is classified as held for sale. As a consequence, the Group manages its operations in two segments:
| Segment | Products offered within the segment | ||||
|---|---|---|---|---|---|
| Tolling | DSRC tags and readers, ALPR and image based solutions, Electronic toll collection | ||||
| systems (multilane free-flow, truck tolling and congestion charging) | |||||
| Traffic Management | Regional Freeway Management and Advanced Management Traffic Systems (ATMS), | ||||
| Corridor Management, Traffic Signal Operation & Traffic Management, Wrong-Way | |||||
| Applications, Connected Intersections, Lane Closure Management |
Global Functions do not represent a separate segment but are expenses that are not relevant to allocate to specific segments. Global functions include corporate services, such as management and Group finance services at the Q-Free headquarters. These expenses are reported in a separate column as shown in the table below.

NOTE 2 OPERATING SEGMENTS
| SEGMENTS T O L L I N G |
Traffic Management | Assets held for sale | Global functions | T O T A L | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Amounts in TNOK | Q3 2020 | Q3 2019 | Q3 2020 | Q3 2019 | Q3 2020 | Q3 2019 | Q3 2020 | Q3 2019 | Q3 2020 | Q3 2019 |
| Revenue from customers | 142 066 | 165 058 | 45 517 | 49 780 | 22 794 | 27 792 | 0 - 0 |
210 377 | 242 630 | |
| Cost of goods sold | 34 831 | 50 443 | 15 104 | 12 574 | 6 231 | 9 852 | 0 | 0 | 56 166 | 72 868 |
| Project contractor expenses | 14 301 | 21 079 | 1 471 | 1 354 | 3 388 | 5 737 | 0 | 0 | 19 160 | 28 170 |
| Gross Contribution | 92 934 | 93 537 | 28 943 | 35 853 | 13 176 | 12 202 | 0 - 0 |
135 052 | 141 591 | |
| Gross margin - % | 65,4 % | 56,7 % | 63,6 % | 72,0 % | 57,8 % | 43,9 % | 64,2 % | 58,4 % | ||
| Total OPEX | 55 285 | 56 021 | 30 768 | 33 732 | 10 245 | 12 934 | 6 570 | 8 013 | 102 868 | 110 700 |
| EBITDA | 37 649 | 37 515 | -1 825 | 2 121 | 2 931 | -732 | -6 570 | -8 013 | 32 184 | 30 891 |
| EBITDA margin | 26,5 % | 22,7 % | -4,0 % | 4,3 % | 12,9 % | -2,6 % | 15,3 % | 12,7 % | ||
| Depreciation and amortisation | 7 121 | 9 087 | 4 590 | 5 282 | 2 725 | 3 357 | 0 | 0 | 14 436 | 17 725 |
| EBIT | 30 528 | 28 428 | -6 415 | -3 161 | 206 | -4 088 | -6 570 | -8 013 | 17 748 | 13 166 |
| EBIT margin | 21,5 % | 17,2 % | -14,1 % | -6,3 % | 0,9 % | -14,7 % | 8,4 % | 5,4 % | ||

| SEGMENTS | T O L L I N G | Traffic Management | Assets held for sale | Global functions | T O T A L | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Amounts in TNOK | 9M 2020 | 9M 2019 | 9M 2020 | 9M 2019 | 9M 2020 | 9M 2019 | 9M 2020 | 9M 2019 | 9M 2020 | 9M 2019 |
| Revenue from customers | 414 509 | 460 285 | 151 449 | 176 330 | 68 659 | 79 979 | - 0 |
0 | 634 617 | 716 594 |
| Cost of goods sold | 102 301 | 146 197 | 44 952 | 57 090 | 23 663 | 31 459 | 0 | 0 | 170 916 | 234 745 |
| Project contractor expenses | 54 362 | 56 075 | 2 517 | 10 040 | 7 890 | 10 607 | 0 | 0 | 64 769 | 76 721 |
| Gross Contribution | 257 846 | 258 013 | 103 980 | 109 201 | 37 106 | 37 914 | - 0 |
0 | 398 931 | 405 127 |
| Gross margin - % | 62,2 % | 56,1 % | 68,7 % | 61,9 % | 54,0 % | 47,4 % | 62,9 % | 56,5 % | ||
| Total OPEX* | 185 269 | 179 982 | 106 723 | 101 986 | 32 777 | 36 528 | 23 726 | 24 512 | 348 495 | 343 007 |
| EBITDA | 72 577 | 78 031 | -2 743 | 7 215 | 4 328 | 1 386 | -23 726 | -24 512 | 50 436 | 62 121 |
| EBITDA margin | 17,5 % | 17,0 % | -1,8 % | 4,1 % | 6,3 % | 1,7 % | 7,9 % | 8,7 % | ||
| Depreciation and amortisation | 21 592 | 27 467 | 15 739 | 16 489 | 9 002 | 10 663 | 0 | 0 | 46 333 | 54 619 |
| EBIT | 50 985 | 50 564 | -18 482 | -9 274 | -4 674 | -9 276 | -23 726 | -24 512 | 4 103 | 7 502 |
| EBIT margin | 12,3 % | 11,0 % | -12,2 % | -5,3 % | -6,8 % | -11,6 % | 0,6 % | 1,0 % |
The revenues and expenses as reported in the previous segment reporting structure and the new segment reporting structure are shown in the tables below.

| SEGMENTS | TOLLING | TRAFFIC MANAGEMENT |
URBAN | INTER-URBAN | HELD FOR SALE |
PARKING | INFOMOBILITY | GLOBAL FUNCTIONS | TOTAL | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amounts in TNOK | Q3 2019 New segment |
Q3 2019 | Q3 2019 New segment |
Q3 2019 | Q3 2019 | Q3 2019 | Q3 2019 | Q3 2019 | Q3 2019 | Q3 2019 | Q3 2019 | Q3 2019 |
| EUROPE | 107 428 | 141 | 11 413 | 4 591 | 14 030 | - | 137 603 | |||||
| APMEA | 25 867 | - | - | 63 | 186 | - | 26 116 | |||||
| AMERICAS | 13 777 | 22 673 | 27 079 | 13 011 | 2 370 | - | 78 911 | |||||
| Revenue from customers |
165 058 | 147 073 | 49 780 | 22 815 | 38 492 | 27 792 | 17 665 | 16 585 | - | - | 242 630 | 242 630 |
| Cost of goods sold | 50 443 | 44 782 | 12 574 | 12 574 | 4 292 | 9 852 | 6 420 | 4 801 | - | 72 868 | 72 868 | |
| Project contractor expenses |
21 079 | 19 864 | 1 354 | - | 2 049 | 5 737 | 5 918 | 338 | - | 28 170 | 28 170 | |
| Gross Contribution | 93 537 | 82 434 | 35 853 | 10 241 | 32 152 | 12 202 | 5 326 | 11 446 | - | - | 141 591 | 141 592 |
| Gross margin - % | 56,7 % | 56,0 % | 72,0 % | 44,9 % | 83,5 % | 43,9 % | 30,2 % | 69,0 % | 58,4 % | 58,4 % | ||
| Total OPEX | 56 021 | 42 600 | 33 732 | 17 394 | 20 091 | 12 934 | 10 204 | 10 571 | 8 013 | 9 837 | 110 698 | 110 698 |
| EBITDA before non recurring items |
37 516 | 39 827 | 2 121 | - 7 153 | 12 061 | - 731 |
- 4 878 | 875 | - 8 013 |
- 9 837 |
30 893 | 30 894 |
| EBITDA margin | 22,7 % | 27,1 % | 4,3 % | -31,4 % | 31,3 % | -2,6 % | -27,6 % | 5,3 % | 12,7 % | 12,7 % | ||
| Depreciation and amortization |
9 087 | 5 255 | 5 282 | 4 171 | 3 572 | 3 357 | 2 048 | 2 680 | 17 725 | 17 725 | ||
| EBIT before non recurring items |
28 428 | 34 573 | - 3 161 |
- 11 324 |
8 489 | - 4 088 |
- 6 927 | - 1 805 |
- 8 013 |
- 9 837 |
13 169 | 13 169 |
| EBIT margin | 17,2 % | 23,5 % | -6,3 % | -49,6 % | 22,1 % | -14,7 % | -39,2 % | -10,9 % | 5,4 % | 5,4 % |
| SEGMENTS | TOLLING | TRAFFIC MANAGEMENT |
URBAN | INTER-URBAN | HELD FOR SALE |
PARKING | INFOMOBILITY | GLOBAL FUNCTIONS | TOTAL | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amounts in TNOK | 9M 2019 New segment |
9M 2019 | 9M 2019 New segment |
9M 2019 | 9M 2019 | 9M 2019 | 9M 2019 | 9M 2019 | 9M 2019 | 9M 2019 | 9M 2019 | 9M 2019 |
| EUROPE | 307 060 | 396 | 21 573 | 15 313 | 50 041 | - | 394 382 | |||||
| APMEA | 56 586 | - | - | 2 049 | 901 | - | 59 536 | |||||
| AMERICAS | 47 420 | 110 275 | 67 990 | 30 568 | 6 423 | - | 262 676 | |||||
| Revenue from customers |
460 285 | 411 066 | 176 330 | 110 671 | 89 563 | 79 979 | 47 930 | 57 364 | - | - | 716 594 | 716 594 |
| Cost of goods sold | 146 197 | 131 394 | 57 090 | 57 096 | 9 515 | 31 459 | 18 653 | 18 081 | 234 745 | 234 745 | ||
| Project contractor expenses |
56 075 | 54 116 | 10 040 | 3 246 | 7 684 | 10 607 | 10 684 | 992 | 76 721 | 76 721 | ||
| Gross Contribution | 258 013 | 225 557 | 109 201 | 50 329 | 72 364 | 37 914 | 18 593 | 38 292 | - | - | 405 127 | 405 128 |
| Gross margin - % | 56,1 % | 54,9 % | 61,9 % | 45,5 % | 80,8 % | 47,4 % | 38,8 % | 66,8 % | 56,5 % | 56,5 % | ||
| Total OPEX | 179 982 | 146 907 | 101 986 | 47 085 | 57 159 | 36 528 | 28 918 | 33 737 | 24 512 | 29 206 | 343 005 | 343 005 |
| EBITDA before non recurring items |
78 031 | 78 649 | 7 215 | 3 244 | 15 205 | 1 386 | - 10 325 | 4 554 | - 24 512 | - 29 206 | 62 122 | 62 122 |
| EBITDA margin | 17,0 % | 19,1 % | 4,1 % | 2,9 % | 17,0 % | 1,7 % | -21,5 % | 7,9 % | 8,7 % | 8,7 % | ||
| Depreciation and amortization |
27 467 | 15 625 | 16 489 | 12 721 | 11 506 | 10 663 | 6 235 | 8 532 | 54 618 | 54 618 | ||
| EBIT before non recurring items |
50 564 | 63 024 | - 9 274 |
- 9 477 | 3 699 | - 9 276 |
- 16 560 | - 3 978 |
- 24 512 | - 29 206 | 7 505 | 7 505 |
| EBIT margin | 11,0 % | 15,3 % | -5,3 % | -8,6 % | 4,1 % | -11,6 % | -34,6 % | -6,9 % | 1,0 % | 1,0 % |

NOTE 3 REVENUES
Revenue from customers is disaggregated in the table below by type of product or project category, by the timing of the reception of revenue, and by segment.
Disaggregation of revenue from customers
| Amounts in TNOK | T O L L I N G | TRAFFIC MANAGEMENT | ASSETS HELD FOR SALE | TOTAL | ||||
|---|---|---|---|---|---|---|---|---|
| Q3 2020 | Q3 2019 | Q3 2020 | Q3 2019 | Q3 2020 | Q3 2019 | Q3 2020 | Q3 2019 | |
| Revenue from customers | 142 066 | 165 058 | 45 517 | 49 780 | 22 794 | 27 792 | 210 377 | 242 630 |
| At a point in time revenue recognition | ||||||||
| Product deliveries (not related to projects) | 28 806 | 64 159 | 23 533 | 18 701 | 5 957 | 6 282 | 58 295 | 89 141 |
| Total at a point in time revenue recognition | 28 806 | 64 159 | 23 533 | 18 701 | 5 957 | 6 282 | 58 295 | 89 141 |
| Over time revenue recognition | ||||||||
| Service & Maintenance | 40 319 | 33 886 | 5 504 | 3 802 | 778 | 1 136 | 46 601 | 38 824 |
| System Projects (includes over-time product deliveries related | ||||||||
| to projects) | 72 941 | 67 014 | 16 481 | 27 277 | 16 060 | 20 374 | 105 481 | 114 665 |
| Total over time revenue recognition | 113 260 | 100 900 | 21 985 | 31 079 | 16 837 | 21 510 | 152 082 | 153 489 |

| Amounts in TNOK | T O L L I N G | TRAFFIC MANAGEMENT | ASSETS HELD FOR SALE | TOTAL | ||||
|---|---|---|---|---|---|---|---|---|
| 9M 2020 | 9M 2019 | 9M 2020 | 9M 2019 | 9M 2020 | 9M 2019 | 9M 2020 | 9M 2019 | |
| Revenue from customers | 414 509 | 460 285 | 151 449 | 176 329 | 68 659 | 79 979 | 634 617 | 716 593 |
| At a point in time revenue recognition | ||||||||
| Product deliveries (not related to projects) | 91 041 | 183 579 | 64 483 | 72 152 | 20 571 | 21 306 | 176 094 | 277 037 |
| Total at a point in time revenue recognition | 91 041 | 183 579 | 64 483 | 72 152 | 20 571 | 21 306 | 176 094 | 277 037 |
| Over time revenue recognition | ||||||||
| Service & Maintenance | 117 725 | 105 172 | 23 791 | 34 172 | 2 200 | 2 471 | 143 715 | 141 816 |
| System Projects (includes over-time product deliveries related to projects) |
205 743 | 171 534 | 63 176 | 70 005 | 45 889 | 56 202 | 314 807 | 297 741 |
| Total over time revenue recognition | 323 468 | 276 706 | 86 967 | 104 177 | 48 088 | 58 673 | 458 522 | 439 556 |

NOTE 4 BORROWINGS
| Effective | |||||
|---|---|---|---|---|---|
| Type | interest rate*** | Maturity | 30.09.2020 | 30.09.2019 | 31.12.2019 |
| Non-current | |||||
| Nordea - Term loan | 3,2 % | 01.06.2022 | 37 500 | 85 000 | 70 000 |
| Nordea - Term loan | 3,2 % | 01.06.2022 | 29 230 | - | 34 730 |
| Nordea - Term loan* | 3,16 % | 28.05.2022 | 69 700 | - | - |
| Nordea - Revolving Credit Facility (RCF) | 3,2 % | 01.06.2022 | 55 270 | 100 000 | 55 269 |
| Total non-current borrowings | 191 700 | 185 000 | 160 000 | ||
| Convertible bond | |||||
| Convertible bond (NIBOR + 4.00%) | 12,53 % | 19.05.2023 | 67 931 | - | - |
| Current | |||||
| Nordea - Term loan | 3,2 % | 01.06.2022 | 25 000 | 7 500 | 15 000 |
| Nordea - Term loan | 3,2 % | 01.06.2022 | 17 000 | - | 10 000 |
| Nordea - Term loan* | 3,16 % | 28.05.2022 | 12 300 | - | - |
| Nordea - Credit line ** | - | 01.06.2022 | - | 65 306 | 47 021 |
| Total current borrowings | 54 300 | 72 806 | 72 022 | ||
| Total | 313 931 | 257 806 | 232 022 |
* The facility is partly guaranteed by GIEK as part of the Norwegian government's Covid-19 support packages.
** Credit line is renewed annually. Cost of facility is partially interest on actual overdraft with an additional overdraft facility fee. The available credit of tNOK 100 000 is currently not utilized.
*** Effective October 20 onwards
Convertible Bond
On May 19, 2020 the Company issued Convertible Bonds at a par value of tNOK 80 000. In accordance with IAS 32, the proceeds have been split between a debt element valued at fair market value, while the residual (option element for conversion right) should be considered equity. Net after deduction for transaction cost, the debt is valued at tNOK 65 050 at time of issue, while the equity is valued at net tNOK 10 727. Accrued interest have been added to the debt.
The Bonds will bear interest at 6 months NIBOR + 4.00% per annum with deferral optionality, have a tenor of three years and an initial conversion price of NOK 4.3669 equal to a premium of 25% over the volume weighted average price of the Shares on the Oslo Stock Exchange the 22 April 2020 of NOK 3.4935. The Bonds will not be listed.
Under IAS 32, all interest on nominal amount is charged to the debt proportion of the convertible bond. For accounting purposes, the effective interest is therefore significantly higher than the nominal interest.
Debt covenants
Following a revision of the financial contract with its main bank in April 20, the following loan covenants apply:
There is a minimum equity ratio covenant of 35%, where equity ratio is defined as equity plus subordinated convertible bond divided on total assets.
The earnings covenant has a holiday until Q4-2020. At the end of Q4-2020 the covenant structure requires 12M reported EBITDA to exceed MNOK 30 and pr. end of Q1-2021 12M rolling EBITDA should exceed MNOK 45. Starting Q2-2021, covenant is based on measurement of leverage ratio (NIBD (excluding convertible bond)/EBITDA) that should not be higher than 3.50 in Q2 2021 before being reduced to 3.25 in Q3 2021, 2.75 in Q4 2021 and 2.5 in Q1 2022 onwards.
The effective interest rate of selected facilities/borrowings are dependent if Q-Free's leverage ratio is above or below 2,75. The interest is currently (Effective October 20) on the lowest level but will increase if leverage ratio increases above 2,75.

NOTE 5 NET FINANCIAL ITEMS
Amounts in TNOK
| Financial items | Q3 2020 | Q3 2019 | 9M 2020 | 9M 2019 | FY 2019 |
|---|---|---|---|---|---|
| Interest income | 759 | 132 | 963 | 233 | 134 |
| Realised exchange rate differences | 3 101 | 2 455 | 13 940 | 9 230 | 9 462 |
| Unrealised exchange rate differences Fair value change in contingent consideration and other |
- | 6 874 | 31 717 | 6 878 | 8 723 |
| liabilities* | - | 9 601 | - | 9 601 | 17 596 |
| Financial income | 3 861 | 19 062 | 46 620 | 25 942 | 35 915 |
| Interest expense | -619 | -2 045 | -1 858 | -4 068 | -5 394 |
| Interest on borrow ings |
-3 797 | -2 302 | -10 635 | -5 288 | -7 763 |
| Realised exchange rate differences | -3 342 | -1 606 | -11 722 | -8 194 | -10 186 |
| Unrealised exchange rate differences | -12 705 | 3 187 | -30 632 | -2 062 | -3 786 |
| Fair value change in contingent consideration and other | |||||
| liabilities* | - | -94 | - | -283 | 644 |
| Other financial expense | 919 | -940 | -4 992 | -3 292 | -5 098 |
| Financial expense | -19 545 | -3 800 | -59 838 | -23 187 | -31 583 |
| NET FINANCIAL ITEMS | -15 684 | 15 262 | -13 219 | 2 755 | 4 332 |
* Change in contingent consideration and other liabilities is explained by currency effects on the liability for the purchase of the remaining shares of Intelight Inc. The remaining shares in Intelight Inc. was purchased during Q2-20. The currency effect on settlement is classified as realized exchange rate differences.

NOTE 6 ASSETS HELD FOR SALE
| Amounts in TNOK | 30.09.2020 | 30.09. 2019 | 2019 |
|---|---|---|---|
| ASSETS | |||
| Deferred tax assets | 8 894 | - | - |
| Development, goodwill | 37 096 | - | - |
| Property, plant and equipment | 7 842 | - | - |
| Inventories | 26 849 | - | - |
| Contract assets | 946 | - | - |
| Accounts receivable | 20 599 | - | - |
| Other current assets | 1 416 | - | - |
| ASSETS HELD FOR SALE | 103 643 | - | - |
| Amounts in TNOK | 30.09.2020 | 30.06. 2019 | 2019 |
|---|---|---|---|
| LIABILITIES | |||
| Accounts payable | 11 828 | - | - |
| Public duties payable | 5 199 | - | - |
| Other current liabilities | 12 115 | - | - |
| LIABILITIES HELD FOR SALE | 29 142 | - | - |

NOTE 7 CHANGES IN ACCOUNTING PRINCIPLES
In the interim condensed consolidated statement of cash flows as reported in the interim condensed financial statements for Q3 2020, Net interest paid is classified as an element in cash flow from financing activities. This has previously been classified as a part of cash flow from operations.
Under IFRS, the reclassification is considered a change in accounting principles. The corresponding figures for previous accounting periods have been restated, and the impacts on the relevant items are stated in the table below.
For the purpose of the statement of cash flows to give a relevant and reliable view of the nature of the business and the origin of the cash flows in the Group, management has deemed the reclassification necessary.
For the sake of good order, there is no change in total cash flows or in cash and cash equivalents in any of t he accounting periods.
| Q1 2019 | Q2 2019 | Q3 2019 | 9M 2019 | Q1 2020 | Q2 2020 | Q3 2020 | 9M 2020 |
|---|---|---|---|---|---|---|---|
| -12 672 | -44 910 | 36 493 | -21 089 | -15 920 | 20 592 | 21 152 | 25 824 |
| 2 414 | 2 494 | 4 215 | 9 123 | 3 224 | 3 590 | 3 094 | 9 908 |
| -10 258 | -42 416 | 40 708 | -11 966 | -12 696 | 24 182 | 24 246 | 35 732 |
| 35 086 | 16 688 | -24 259 | 27 515 | 29 936 | 57 309 | -13 349 | 73 896 |
| -2 414 | -2 494 | -4 215 | -9 123 | -3 224 | -3 590 | -3 094 | -9 908 |
| 32 672 | 14 194 | -28 474 | 18 392 | 26 712 | 53 719 | -16 443 | 63 988 |

ALTERNATIVE PERFORMANCE MEASURES
The Group presents some financial performance measures in its annual report which are not defined according to IFRS. The Group is of the opinion that these measures provide valuable complementar y information to investors and the Group's management since they facilitate the evaluation of the Group's performance. As every Group does not calculate financial performance measures in the same manner, these are not always comparable with measures used by other companies. These financial performance measures should therefore not be regarded as a replacement for measures as defined according to IFRS.
Gross contribution:
Defined as Revenue from customers reduced with Cost of goods sold and Project contractor expenses. Project contractor expenses are included in Gross Contribution since they are heavily correlated with project and service revenues.
Project contractor expenses:
Project contractor expenses include costs for external consultants and / or services that are consumed under project executions and service and maintenance work.
Gross margin:
Defined as Revenue from customers reduced with Cost of goods sold and Project contractor expenses in percentage of revenues.
| Amounts in TNOK | |||||
|---|---|---|---|---|---|
| Gross contribution and gross margin | Q3 2020 | Q3 2019 | 9M 2020 | 9M 2019 | 2019 |
| Revenue from customers | 210 377 | 242 630 | 634 616 | 716 594 | 962 317 |
| Cost of goods sold | -56 165 | -72 868 | -170 916 | -234 745 | -304 556 |
| Project contractor expenses | -19 160 | -28 170 | -64 770 | -76 721 | -118 372 |
| Gross contribution | 135 052 | 141 592 | 398 930 | 405 128 | 539 389 |
| Gross margin | 64,2 % | 58,4 % | 62,9 % | 56,5 % | 56,1 % |
EBITDA / EBIT:
The Group considers EBITDA / EBIT to be normal accounting terms, but they are not included in the IFRS accounting standards. EBITDA is an abbreviation for Earnings Before Interest, Taxes, Depreciation and Amortisation. The Group uses EBITDA in the income statement as a summation line for other accounting lines. These accounting lines are defined in our accounting principles, which are part of the financial statements for 2019. The same applies for EBIT.
EBITDA margin:
Defined as Earnings Before Interest, Taxes, Depreciation and Amortisation (EBITDA) in percentage of revenues.
| Amounts in TNOK | |||||
|---|---|---|---|---|---|
| EBITDA margin | Q3 2020 | Q3 2019 | 9M 2020 | 9M 2019 | 2019 |
| Revenue from customers | 210 377 | 242 630 | 634 616 | 716 594 | 962 317 |
| EBITDA | 32 184 | 30 894 | 50 434 | 62 123 | 72 643 |
| EBITDA margin | 15,3 % | 12,7 % | 7,9 % | 8,7 % | 7,5 % |
EBIT margin:
Defined as Earnings Before Interest and Taxes (EBIT) in percentage of revenues.
| Amounts in TNOK | |||||
|---|---|---|---|---|---|
| EBIT margin | Q3 2020 | Q3 2019 | 9M 2020 | 9M 2019 | 2019 |
| Revenue from customers | 210 377 | 242 630 | 634 616 | 716 594 | 962 317 |
| EBIT | 17 748 | 13 169 | 4 101 | 7 505 | -54 381 |
| EBIT margin | 8,4 % | 5,4 % | 0,6 % | 1,0 % | -5,7 % |

ALTERNATIVE PERFORMANCE MEASURES
Non-recurring items:
The Group defines non-recurring items as one-time costs, not related to the actual reporting period. Restructuring costs and settlement of disputes are classified as non-recurring items.
| Amounts in TNOK | |||||
|---|---|---|---|---|---|
| Non-recurring items | Q3 2020 | Q3 2019 | 9M 2020 | 9M 2019 | 2019 |
| Termination of w age compensation for lost pension benefits |
- | -9 125 | - | -9 125 | -9 125 |
| Restructuring costs | - | - | - | - | 7 500 |
| Non-recurring items in EBITDA | - | -9 125 | - | -9 125 | -1 625 |
| Impairment | - | - | - | 58 332 | |
| Non-recurring items in EBIT | - | -9 125 | - | -9 125 | 56 707 |
Net Interest Bearing Debt (NIBD):
Long term borrowings plus short term borrowings less cash and cash equivalents.
| Amounts in TNOK | |||
|---|---|---|---|
| Net Interest Bearing Debt | Q3 2020 | Q3 2019 | 2019 |
| Non-current borrow ings from financial institutions |
191 700 | 185 000 | 160 000 |
| Convertible bond | 67 931 | - | - |
| Current borrow ings from financial institutions |
54 300 | 72 806 | 72 022 |
| Gross Interest Bearing Debt | 313 931 | 257 806 | 232 022 |
| Cash and cash equivalents | 81 280 | 31 873 | 31 051 |
| Net Interest Bearing Debt | 232 651 | 225 933 | 200 971 |
Net working capital:
Defined as Current assets excluding Cash less Current liabilities, and excluding Current borrowings and the Intelight share purchase liability classified as Current financial liabilities.
| Amounts in TNOK | |||
|---|---|---|---|
| Net Working Capital | Q3 2020 | Q3 2019 | 2019 |
| Inventories | 33 953 | 73 431 | 76 143 |
| Contract assets | 101 551 | 128 724 | 103 957 |
| Accounts receivable | 107 576 | 169 933 | 140 265 |
| Other current assets | 138 408 | 42 643 | 37 506 |
| Current Assets (excl Cash and cash equivalents) | 381 487 | 414 731 | 357 871 |
| Advance payments from customers | 9 894 | 38 560 | 4 253 |
| Accounts payable | 44 774 | 101 374 | 117 609 |
| Taxes payable | 926 | 2 152 | 3 531 |
| Public duties payable | 11 119 | 21 284 | 20 167 |
| Current financial liabilities | 21 527 | 61 332 | 54 414 |
| Other current liabilities | 98 520 | 59 776 | 56 473 |
| Intelight share purchase liability | - | -48 280 | -32 651 |
| Current liabilities (excl Currrent borrowings from financial institutions) | 186 760 | 236 198 | 223 796 |
| Net Working Capital | 194 727 | 178 533 | 134 075 |

ALTERNATIVE PERFORMANCE MEASURES
Working capital ratio:
Defined as Current assets excluding Cash less Current liabilities, and excluding Current borrowings and the Intelight share purchase liability classified as Current financial liabilities in percentages of last 12 months Rev enue from customers.
| Amounts in TNOK | |||
|---|---|---|---|
| Working Capital ratio | Q3 2020 | Q3 2019 | 2019 |
| 12 months Revenue from customers | 880 339 | 958 037 | 962 317 |
| Net Working Capital | 194 727 | 178 533 | 134 075 |
| Working Capital ratio | 22,1 % | 18,6 % | 13,9 % |
Equity ratio:
Equity ratio is defined as equity proportion of total assets and shows financial leverage.
| Amounts in TNOK | |||
|---|---|---|---|
| Equity ratio | Q3 2020 | Q3 2019 | 2019 |
| Total equity | 388 137 | 408 806 | 357 502 |
| Total assets | 914 895 | 993 781 | 883 168 |
| Equity ratio | 42,4 % | 41,1 % | 40,5 % |
For the purpose of covenant calculation on the loans from financial institutions, the debt element of the convertible bond is considered equity. Hence, an equity ratio for covenant calculation purposes is provided below.
| Amounts in TNOK | |||
|---|---|---|---|
| Equity ratio for covenant calculation purposes | Q3 2020 | Q3 2019 | 2019 |
| Total equity. Debt element of convertible bond considered equity | 456 068 | 408 806 | 357 502 |
| Total assets | 914 895 | 993 781 | 883 168 |
| Equity ratio for covenant calculation purposes | 49,8 % | 41,1 % | 40,5 % |
Order intake:
Order intake is defined as total amount of all signed new contracts received in a defined period.
Order backlog:
Order backlog is defined as total amount of signed contracts to be delivered in future periods.
The order backlog is calculated as shown below:
Prior period's backlog
-
- Received new orders
- ÷ This periods revenues
-
- / ÷ Currency adjustments
- = End backlog reporting period


THIRD QUARTER RESULTS 2020 32