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Zaptec AS Interim / Quarterly Report 2023

Oct 9, 2023

3796_rns_2023-10-09_5fd42132-09da-4dc8-a98a-0ce071c7b294.pdf

Interim / Quarterly Report

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Q2 Report 2023

23 August 2023

Document Ref: 7J8YV-VPJJX-T2LBI-EGUFS Page 1 of 35

Update from the
CEO
3
Highlights Q2 4
Financial Summary 5
Market Development 6
Q2 Stories 8
Strategy & Outlook 10
Report for the first half of 2023 11
Statement by the Board of Directors
and Chief Executive Officer
16
Financial Statements 18

Update from the CEO

Dear shareholders,

I am pleased to announce that we continued our profitable growth journey in the second quarter. Once again, we recording all-time high quarterly revenue. Over the last 12 months combined we have now generated over 1.1 billion NOK revenue.

Our record-breaking revenue and growth reflect our employees' dedication and ability to adapt to challenging market conditions. We have delivered our best quarter in a tough market so far because we remain committed to delivering quality and safety. Our focus on innovation and safety has been maintained through our continuous product development and over-the-air updates, bringing quality improvements to existing and new product owners.

Quality, indeed, bears fruit. The success we now witness is not a stroke of luck; it is a testament to our preparedness and our ability to seize the right moments. As opportunities have arisen, we have risen to the occasion, leveraging our expertise and vision to turn possibilities into concrete achievements.

Going forward we look forward to ramping up production levels further – we are on track to commence production of Zaptec Go at Sanmina which combined with increased production at Westcontrol will further ramp up Zaptec Go deliveries in the coming months.

Thank all of you for your support.

Peter Bardenfleth-Hansen

Highlights Q2 2023

  • All time high quarterly revenue of 355 mill NOK, 134% above Q2 2022
  • Continued strong order intake of 445 mill NOK, 104% above Q2 2022
  • Order backlog of 578 mill NOK for deliveries from Q3 2023 to Q1 2024
  • Continued ramp-up in production volumes of both Zaptec Go and Zaptec Pro including commencement of MID-type approved Zaptec Pro
  • Gross margin of 36%
  • EBITDA of 23 mill NOK, up 96% from Q2 2022
MNOK/% Q2-23 Q2-22 YTD 2023 YTD 2022
Revenues 355 152 626 284
Export Share 78% 69% 68% 69%
Gross margin 36% 42% 39% 44%
Opex 106 52 214 113
EBITDA 23 12 27 12
EBITDA Margin (%) 6% 8% 4% 4%
Available liquidity 248 245 248 245

Key financial figures

1Including cash, deposits, funds and un-used overdraft facility of 70MNOK

Quarterly revenue and order intake (MNOK)

Financial summary

Revenue

Second quarter revenue of 355 MNOK, which is an increase of 134% compared to the same period last year.

Registered purchase orders in the second quarter was 445 MNOK, an increase of 104% compared to the same period last year. The backlog of orders of 578 MNOK has scheduled deliveries from Q3 2023 to Q1 2024.

The export share was 78% in the second quarter compared to 69% in the same period last year.

Gross margin

Gross margin in the quarter was 36% compared to 42% same period last year, due to product mix more favourable to the home segment with lower margins than the pro segment.

Opex

Total employee benefit expenses and other operating expenses in the second quarter was 106 MNOK compared to 52 MNOK in same period last year.

Personnel expenses in the second quarter increased 89% compared to same period last year. At the end of June 2023 Zaptec had 177 employees, compared to 120 employees at end of June 2022.

Other operating expenses in the second quarter increased from 25 MNOK in the same period last year to 54 MNOK. The increase is largely related to sales, marketing, consultants and travel expenses for a larger presence in Europe. In addition to this, one-off expenses related to improved estimate data for warranty provision of 6 MNOK and increased provision for losses on accounts receivable of 2 MNOK were accounted for in the second quarter.

EBITDA

EBITDA in the second quarter was 23 MNOK compared to 12 MNOK in the second quarter last year.

Available Liquidity

The cash balance with total cash, available overdraft facility, deposits and other funds per end of June 2023 was 248 MNOK.

Continued EV adoption in Europe, however slow growth in Norwegian plug-in vehicle sales in the second quarter.

Sales figures for electric vehicles improved somewhat compared to the first quarter in the second quarter, however the growth was modest in Zaptec's largest market Norway. The adoption of electric and plug-in hybrid electric vehicles in EU continued with significant increase in the second quarter despite challenging macro environment.

Slow growth in Norwegian plug-in vehicle sales in Q2

  • Following a decline in the first quarter, plug-in vehicle sales in Zaptec's largest market, Norway, increased 9% compared to the first quarter last year.
  • Battery electric vehicle sales increased 13% from 27 358 in the second quarter of 2022 to 31 043 in the second quarter 2023.
  • Plug-in hybrid vehicles sales declined 22% from 4 023 in the second quarter last year to 3 149 vehicles in the second quarter 2023.
  • For battery electric vehicles (BEV) and plug-in hybrid vehicles (PHEV) combined, number of vehicles sold increased 9% in the second quarter compared to the same period last year.
  • Going forward, Zaptec expects continued increase in plug-in vehicle sales in Norway.

Source: European Automobile Manufacturers' Association (ACEA)

Continued EV adoption in Europe, however slow growth in Norwegian plug-in vehicle sales in the second quarter.

Plug-in vehicle sales continues to grow in the European Union

  • The adoption of plug-in vehicles continued in the European Union in the second quarter as sales of battery electric and plug in hybrid electric vehicles increased more than petrol and diesel vehicles sales.
  • In the second quarter, the number of new vehicle registrations in EU with electric engine increased by 64% to 382 599 compared to 233 401 in the second quarter of 2022
  • Plug-in hybrid vehicles sales increased 4% from 206 104 in the second quarter of 2022 to 212 354 in the second quarter of 2023
  • For battery electric vehicles (BEV) and plug-in hybrid vehicles (PHEV) combined this is equivalent to an increase of 35% compared to the second quarter of 2022.
  • Over time, Zaptec expects the trend of increased plug-in vehicle sales in general, and the transition from PHEV to BEV to continue in Europe as the EV adoption is still in a relatively early phase.

Planning of Zaptec Go production start at Sanmina on track – deliveries and sales of Zaptec Go will increase significantly in the second half of the year

The order intake in the first two quarters of 2023 has been at a record-breaking level for Zaptec. To meet the increased demand, the production of Zaptec Go has been accelerated as much as possible at Westcontrol. The Zaptec Go production levels are set to increase considerably in the second half of 2023.

In addition, preparations for start of Zaptec Go production at Sanmina continued during the second quarter. The preparations are going according to plan, which means we are on track to commence production of Zaptec Go in the third quarter.

In sum, the ramp-up at Westcontrol and initiation of production at Sanmina will boost Zaptec Go deliveries throughout 2023.

Volume production of Zaptec Pro with MID-type approval commenced

Following MID-type approval of Zaptec Pro in the first quarter of 2023, the volume production of Zaptec Pro with MID-type approval commenced at Westcontrol in the second quarter. In the second half of 2023, production of Zaptec Pro with MID-type approval will also start at Sanmina's production facilities in Germany.

The MID-version of Zaptec Pro is equipped with a built-in measuring instrument following the EU Measuring Instruments Directive (MID), and it is the only Norwegian electric vehicle charging company currently with MID certification for its charging unit. This will make it easier for consumers to use public chargers and is essential to Zaptec's international expansion into new European markets.

With the certification, tax authorities in the Benelux countries, France, and Germany will also accept tax deductions for electricity used for company cars. Company cars account for 70 per cent of all new car sales in Germany, and within electric car sales, company cars represent an even larger share. Therefore, the certification opens great potential for the Zaptec in Europe.

Strategy & Outlook

The global trend towards electrifying transportation is evident, yet electric vehicle (EV) adoption rates vary across countries. Norway's strong, longstanding incentives have fueled high EV adoption, with most new light vehicles being electric or plug-in hybrids. In contrast, countries like Germany and the UK are in the early stages of EV adoption.

Zaptec's successful strategy revolves around providing safe, high-quality EV charging solutions in markets approaching or at the EV adoption inflection point. This approach has flourished in the Nordics and Switzerland, with efforts now focused on replicating this success throughout Europe and later also in the US.

Zaptec foresees a continued global rise in plug-in vehicle sales. As more nations hit the EV adoption tipping point and Zaptec's presence grows via subsidiaries and/or distribution channels, the potential market expands significantly. In essence, Zaptec anticipates growing demand in both current and new markets.

The outlook for gross and EBITDA margins is optimistic due to lower production costs for Zaptec Go and the benefits of scale. As sales revenue is projected to outpace cost growth, Zaptec is poised for a positive future.

Operation and locations

Zaptec develops and sells charging systems for electric vehicles. The Group's business idea and strategy is to be Europe's leading company within development and sale of chargers, charging systems and services for electric vehicle charging.

The Group includes, in addition to Zaptec ASA, the following subsidiaries: Zaptec Charger AS Charge365 AS Zaptec IP AS Zaptec Power AS Zaptec Sverige AB Zaptec Danmark ApS Zaptec U.K. Ltd Zaptec Deutschland GmBH Zaptec Schweiz AG Zaptec Netherlands B.V. (established in 2022) Zaptec France SAS (established in 2022) Zaptec Italia S.r.l (established in 2022) Zaptec Charger, INC. (established in 2022) Zaptec Austria, GmbH (established in 2022)

Production of charging units and equipment is outsourced to Westcontrol, and takes place in Tau, Norway and to Sanmina Corporation with production facilities in Gunzenhausen, Germany.

The main office is in Stavanger, Norway, however the Group also have sales organizations in Oslo, Sweden, Denmark, UK, France, Germany, Switzerland and the Netherlands. There are no employees in the following legal entities; Zaptec IP AS, Zaptec Power AS, Charge365 AS, Zaptec Italia S.r.l., Zaptec Charger, INC. and Zaptec Austria, GmbH

Comments related to the financial statement

The Group had a turnover increase of 120% in the first half of 2023 with gross profit margin maintained at a high level of 39% compared to 44% in first half of 2022, despite significant international growth. The Group has an equity ratio of 68% and a sufficient liquidity position. The development in turnover, profit margin and equity ratio are as expected.

The Group made an operating profit of 15 077 KNOK per 30.06.2023.

The Group's growth and investments are in line with previously communicated outlook, however the ramp-up of sales in certain markets, e.g. UK and Germany, has been somewhat slower than previously anticipated due to prolonged time frames to adapt the Group's product offerings to relevant regulatory law and regulations. The board believes that the half yearly accounts give a true and fair view of the Group's assets and liabilities, financial position and results.

The parent company had no revenue per 30.06.2023.

Own shares

Zaptec ASA holds a number of 71 599 own shares as of 30.06.2023.

Outlook

12

The growth in electric vehicle sales is expected to continue at an accelerated pace in the years ahead. This trend is driven by the Paris agreement and the ongoing energy transition to electrify the world and drive down emissions to a sustainable level. In this landscape, the Group is well placed with its focused and high-quality product line which includes Zaptec Go and Zaptec Pro, quality shareholder base, profitable growth and sound financial position. The Group's growth ambitions in the years ahead are based on increasing market shares in the European countries and technical development efforts is enabling sales in new markets is going forward.

In general, there are significant uncertainties related to the Board of Director's evaluation of the future for the Group, as the Group's operational and financial activities may be substantially impacted by factors outside the Group's and the Board of Director's control.

Risk factors

Component souring risk

The Group may experience component shortages which may impact both global EV production and the Group's production of EV charging systems. If the Group is unable to source key components to its EV production, this could decrease the Group's revenue, which could adversely affect the Group's business, financial condition, results of operations, cash flow and/or prospects.

IP risk

In the opinion of the Board of Directors, the Group's most important competitive advantage is its advanced and sophisticated technology for electric car chargers. Any failure to protect the Group's proprietary rights adequately, including but not limited to competitive actions from former employees, could result in (i) loss of key-employees, suppliers or customers of the Group and (ii) the Group's competitors offering similar products, potentially resulting in the loss of some of the Group's competitive advantage and a decrease in the Group's revenue, which would adversely affect the Group's business, financial condition, results of operations, cash flow and/or prospects.

Financial risk

The Group has to date focused on the European market, but it's current strategy is to grow and expand beyond Europe. The Group's ability to implement its strategy and achieve its business and financial objectives is subject to a variety of factors, many of which are beyond the Group's control. Further, acquisitions (if made) may involve significant risks. The Group's failure to execute its business strategy or to manage its growth effectively could adversely affect the Group's business, financial condition, results of operations, cash flow and/or prospects. In addition, there can be no guarantee that even if the Group successfully implements its strategy, it would result in the Group achieving its business and financial objectives.

Credit and liquidity risk

Depending on the balance between supply and demand, which fluctuates over time, the Group either sells its products on a continuous basis, or operates with order reserves, or products in stock. Currently the Group has order reserves due to a surplus of orders compared to its production. However, there is a risk that the Group in the future may experience a lack of order reserves combined with higher future purchase commitments towards its suppliers, as production levels are set to increase going forward. If the number of chargers ordered by the Group significantly deviates from the number of orders received from the Group's customers, the Group may incur unnecessary costs related to such purchases (in the event that the demand for the Group's products is lower than expected) or inability to meet the demand and thereby suffer loss of potential income (in the event that the demand for the Group's products is higher than expected).

Market risk

Significant changes in users' preferences away from the Group's offerings and towards competing car chargers or a decline in the market for electric cars are factors that may negatively affect the Group's business, financial condition, results of operations, cash flow and/or prospects. The Group operates in a market that is competitive, fragmented and rapidly changing. The Group expects to continue to experience competition from existing and new competitors, some of which are more established and who may have (i) greater capital and other resources, (ii) more superior brand recognition than the Group, and/or (iii) more aggressive pricing policies. There is no assurance that the Group will be able to compete successfully in such a competitive marketplace.

Personnel risk

The Group is highly dependent upon retaining and attracting qualified personnel. The loss of a key person might impede the achievement of the development and commercial objectives. Any failure to retain or attract such personnel could result in the Group not being able to successfully implement its strategy, which could have a material and adverse effect on the Group's business, financial condition, results of operations, cash flows and prospects.

Climate risk

13

The Group's products offerings are in general contributing to transforming the transportation sector to reduce CO2 emissions from internal combustion engine vehicles. The Group's business operations have negligible direct impact on the environment as it is limited to operating at offices, albeit some travelling related to selling products are negatively impacting the climate due to travel via airplane etc. The Group's products are physically manufactured at third party factories in Norway and Germany. Further, most components used to manufacture the physical products it sourced from suppliers mainly located in Asia. The Group is currently in process of mapping the environmental impact of the key suppliers, see Transparency Act under Social Responsibility.

Social – and Corporate Governance

Refer to our homepage for information on social – and corporate governance. Link: https://zaptec.com/wp-content/uploads/2022/03/Zaptec-Corporate-social-responsibility-CSR.pdf and https://zaptec.com/wp-content/uploads/2023/09/Zaptec-Corporate\_Governance\_Policy-.pdf.

Research and development activities

The Group's core electric vehicle charging hardware products were launched before 2023; the Zaptec Pro was launched in 2016 and Zaptec Go in 2021. However ongoing work during 2023, is being done on further development of Zaptec Pro and Zaptec Go to fit certain requirements to fit with targeted segments in current and potential new markets. Further, there is continuous ongoing work to scale and improve the company's software solutions.

Cash flow

The deviation between operational cash flow and operating result can be explained by the Group's growth strategy.

The Group's cash flow from operational activities is in general reinvested to continue the Group's future growth efforts. The Group's investments are related to development of the Group's electric vehicle charging systems, and operational expenses mainly due to the building of organization in new markets. So far during 2023, no larger financial transactions took place.

Going concern

In accordance with the Accounting Act § 3-3a, we confirm that the financial statements have been prepared under the assumption of going concern. This assumption is based on profit forecasts for the year 2023 and 2024 and the Group's long-term strategic forecasts. The Group's economic and financial position is sound.

The Group's debt level is mainly related to trade payables, which amounted to KNOK 203 353 per 30.06.2023. Total liabilities amounted to KNOK 314 163 . Total equity at the end June 2023 was KNOK 679 888.

If required, the Group could raise additional equity financing by issuing new shares to existing and/or new shareholders. Since the Group is listed at Oslo Stock Exchange, the process to increase equity capital in the Group could be completed within a relatively short time frame, provided capital market sentiment and company outlook allow for such capital increase.

Liability insurance

The Group has a Directors & Officers liability insurance that covers Directors and executive management. The total limit of the coverage is 25 MNOK.

Social responsibility

Business model

The Group develops electronic vehicle charging systems, which are sold via multiple sales channels in both the business-to-business ("B2B") and business-to-consumer ("B2C") segments. The Group's hardware products are manufactured at third party factories owned by the Group's production partners Westcontrol and Sanmina, and sold B2B or B2C against a profit margin.

Transparency Act

In June 2023, the Group published its first Transparency Act report on www.zaptec.com in line with current regulatory requirements. Link: https://zaptec.com/wp-content/uploads/2023/06/Zaptec-Transparency-Act-Report-2023.pdf

Equality

14

The Group aims at treating every employee and business partner equally. This is becoming important with an expansion abroad where differences are more significant than where we come from. We need to make a continued framework for every employee to follow. The Group is implementing the UN Human Rights Principles to the handbook and translating it into English to make sure that each employee understand our shared principles.

The Group's policy is that work of equal value shall provide equal pay. The Group works actively, purposefully, and systematically for gender equality within the business. When recruiting, both internally and externally, personal qualifications take precedence over gender. The underrepresented gender will to a greater extent be encouraged to apply. In this way, the Group will try to increase the proportion of women in the job categories where this is particularly low.

In addition, the Group has a 3-year employee share incentives program where employees are allocated company shares to strengthen the affiliation between employees and the company. This program is managed by the Group.

Equal opportunities and discrimination

The Group works actively to promote equality, ensure equal opportunities and rights and prevent discrimination on the grounds of ethnicity, national origin, descent, skin color, language, religion and outlook on life. To contribute to this, the company has, among other things, established routines for recruitment.

Human rights

The Group supports the strictest labor standards applicable. We aim to protect workers and reassure them that they work according to reasonable and considerate standards, free from exploitation and unfair business practices. The Group seeks to follow a combination of national rules with those provided by being a member of the Confederation of Norwegian Enterprise.

The Confederation of Norwegian Enterprise is also a member of the UN Global Compact, building on the ten principles. In addition to this, we have brought HR in-house. This reassures closer control of adhering to HR. The Group has strict protections for the employees in place, and we provide a collaborative working environment. This is outlined in our Employee Handbook where protections for whistleblowers, both working on permanent and temporary contracts, are outlined.

Anti-corruption

The Group works to comply with high standards of anti-corruption work. We aim to work to cease the cases of corruption, extortion, bribery and grey zone cases. We aim to have our subcontractors participate in implementing the Anti-Corruption Principles by working closely with them. The Group is also scaling up the operations by onboarding more support in the supply chain and operations.

The Group has Ethical Rules as a part of its Employee Handbook regulating gifts and other economic advantages. In case of uncertainty, the CFO is accessible to reply to questions for review. The company is also operating with red periods with regards to purchasing and sale of stocks.

Working environment

To comply with the principles of working with sub-contractors to verify their actions, the Group is collecting reports from our Norwegian factory assembling the products assessing their subcontractors delivering the material and the parts for the production process. The Group is documenting the reports we receive through our documentation system.

Events after period end No material events occurred after the reporting date.

Allocation of net income The Group had a net profit for the first half of 2023 of 14 635 KNOK.

Stig H. Christiansen (sign) Chairman of the board

Ingelin Drøpping (sign) Board member

15

Document Ref: 7J8YV-VPJJX-T2LBI-EGUFS Page 15 of 35

Kurt Østrem (sign) Interim Chief Executive Officer

Jennifer Jacobs Dungs (sign) Board member

Christian Rangen (sign) Board member

An Joanna De Pauw (sign) Board member

STATEMENT BY THE BOARD OF DIRECTORS AND CHIEF EXECUTIVE OFFICER

STATEMENT BY THE BOARD OF DIRECTORS AND CHIEF EXECUTIVE OFFICER

Pursuant to the Norwegian Securities Trading Act section § 5-6 with pertaining regulations, we hereby confirm that, to the best of our knowledge, the company's interim financial statements for the period 1 January to 30 June 2023 have been prepared in accordance with IAS 34, as endorsed by the EU, and in accordance with the requirements for additional information provided for by the Norwegian Accounting Act. The information presented in the financial statements gives a true and fair picture of the company's liabilities, financial position and results overall. To the best of our knowledge, the Board of Directors' half-yearly report together with the yearly report, gives a true and fair picture of the development, performance and financial position of the company, and includes a description of the principal risk and uncertainty factors facing the company.

Stig H. Christiansen Kurt Østrem Christian Rangen

Chairman of the board Interim Chief Executive Officer Board member

Ingelin Drøpping Jennifer Jacobs Dungs An Joanna De Pauw

Board member Board member Board member

Document Ref: 7J8YV-VPJJX-T2LBI-EGUFS Page 17 of 35

Financial Statements

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

Second Quarter 01.01-30.06
In NOK 1000 Note 2023 2022 2023 2022
Operating income
Revenues from contracts with customers 4,5 355 378 151 550 626 290 283 727
Total operating income 355 378 151 550 626 290 283 727
Operating expenses
Cost of inventories 5 226 933 88 084 385 448 159 192
Employee benefit expenses 3 51 534 27 287 107 637 58 553
Depreciation and amortisation expense 4,8 6 362 4 401 12 084 8 901
Other operating expenses 4 54 362 24 647 106 045 54 355
Total operating expenses 339 191 144 419 611 213 281 001
Operating profit/loss 16 188 7 131 15 077 2 726
Financial income and expenses
Finance income 6 11 110 1 559 21 817 1 602
Finance expense 6 7 165 5 404 10 678 7 940
Net financial income (+) and expenses (-) 3 944 -3 845 11 139 -6 338
Profit (+)/loss (-) before tax 20 132 3 286 26 215 -3 612
Tax expense (+)/benefit (-) 7 5 037 3 001 11 580 2 466
Profit (+)/loss (-) after tax 15 095 285 14 635 -6 078
Total profit/loss attributable to:
Owners of the parent 15 095 285 14 635 -6 078
Non-controlling interest 0 0 0 0
Basic earnings per shares 0,180 0,036 0,174 -0,047
Diluted earnings per shares 0,178 0,036 0,173 -0,047

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Second Quarter 01.01-30.06
In NOK 1000 Note 2023 2022 2023 2022
Profit (+)/loss (-) for the period 15 095 285 14 635 -6 078
Items that will or may be reclassified to profit or loss:
Exchange gains arising on translation of foreign operations 7 216 7 785 13 359 5 978
Total comprehensive income 22 311 8 070 27 994 -100
Total comprehensive income attributable to:
Owners of the parent 22 311 8 070 27 994 -100
Non-controlling interest 0 0 0 0

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

In NOK 1000 Note 30.06.2023 30.06.2022
ASSETS
Goodwill and intangible assets
Goodwill 8 77 988 67 765
Other intangible assets 8 87 754 81 674
Deferred tax asset
Deferred tax asset 7 16 993 14 062
Tangible assets
Property, plant and equipment 8 11 559 7 599
Right-of-use assets 8 9 741 15 489
Other non-current assets 12 5 073 0
Total non-current assets 209 108 186 589
Inventories
Inventories 9 242 359 22 083
Receivables
Trade receivables 10 244 863 113 155
Other current assets
Financial investments 6 0 87 736
Other current assets 11 119 372 68 079
Cash and cash equivalents
Cash and cash equivalents 178 348 132 122
Total current assets 784 943 423 175
TOTAL ASSETS 994 051 609 764

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

EQUITY AND LIABILITIES
Equity
Share capital
1 313
476
Treasury shares
0
-1
Share premium
646 945
359 185
Not registered capital increase
0
0
Other paid in equity
13 972
510
Foreign exchange reserve
21 182
10 002
Other reserves
-3 524
4 932
Total equity
679 888
375 104
Non-current liabilities
Deferred tax
7
18 930
6 531
Long-term lease liabilities
8
6 037
10 978
Long-term provisions
13
13 616
2 208
Total non-current liabilities
38 582
19 717
Current liabilities
Trade payables
203 353
92 383
Short-term loans and borrowings
14
0
26 426
Short-term lease liabilities
8
3 831
4 586
Contingent consideration
0
38 963
Tax payable
7
20 064
15 455
Other current liabilities
48 334
37 130
Total current liabilities
275 582
214 943
Total liabilities
314 163
234 659
TOTAL EQUITY AND LIABILITIES
994 051
609 764

CONSOLIDATED STATEMENT OF CASH FLOWS

Second Quarter 01.01-30.06
In NOK 1000 Note 2023 2022 2023 2022
CASH FLOW FROM OPERATING ACTIVITIES
Profit (+)/loss (-) before tax 20 132 3 286 26 215 -3 612
Taxes paid 0 7 354 -11 107 -1 894
Depreciation and amortisation expense 8 6 362 4 401 12 084 8 901
Shared based payment expense 3 3 158 3 558 7 117 5 166
Finance income 6 11 111 1 559 21 817 1 602
Finance expense 6 7 986 4 901 4 604 7 235
Increase in trade receivables 10 -48 406 -41 426 -128 526 -32 239
Increase in inventories 9 -75 752 -6 929 -151 571 4 089
Increase in trade payables 51 488 33 755 57 296 26 240
Change in other accrual items -33 089 -35 493 -5 008 4 656
NET CASH FLOW FROM OPERATING ACTIVITIES -57 011 -25 034 -167 079 20 144
CASH FLOW FROM INVESTMENT ACTIVITIES
Purchases of property, plant and equipment 8 -12 922 -6 724 -14 675 -11 470
Proceeds from sale of property, plant and equ 8 7 301 0 7 301
Proceeds from sale of investments (funds) 0 91 006 0 91 006
Advances/loans to suppliers 11 -466 -22 200 -2 686 -40 000
NET CASH FLOW FROM INVESTMENT ACTIVITIES -6 087 62 082 -10 060 39 536
CASH FLOW FROM FINANCING ACTIVITIES
Repayment of loans and borrowings 14 0 -959 -29 229 -1 917
Draw down on credit facility 14 0 9 529 0 24 509
Lease liabilities 8 -4 701 -114 -5 773 -1 224
Interest on lease liabilities 8 -170 -126 -301 -248
Interest on debts and borrowings 0 -377 0 -457
Settlement of option agreement 3 0 0 0 -15 984
Purchase of treasury shares 0 -9 057 0 -9 057
Sale of treasury shares 0 0 0 563
Issue of share capital 0 0 0 0
Proceeds from equity 0 0 287 927 0
NET CASH FLOW FROM FINANCING ACTIVITIES -4 871 -1 104 252 624 -3 816
Net change in cash and cash equivalents -67 969 35 944 75 485 55 864
Cash and cash equivalents at start of period 246 317 96 179 102 862 76 258
CASH AND CASH EQUIVALENTS AT END OF PERIOD 178 348 132 122 178 348 132 122

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

In NOK 1000 Share
Capital
Own
shares
Share
premium
Not
registered
capital
Other paid
in capital
Foreign
exchange
reserve
Other
equity
Total
equity
holders of
the parent
Non
controlling
interest
Total
equity
1 January 2022 475 0 355 362 3 825 11 328 4 024 19 500 394 514 0 394 514
Profit (+)/loss (-) after tax -6 078 -6 078 -6 078
Other comprehensive Income 5 978 5 978 5 978
Purchase of treasury shares -2 -9 055 -9 057 -9 057
Sale of treasury shares 0 562 563 563
Capital increase 3 3 823 -3 825 0 0
Settlement of share based payment* -15 984
Share based payments 5 166 5 166 5 166
30 June 2022 476 -1 359 185 0 510 10 002 4 932 375 104 0 375 104
1 January 2023 1 146 0 359 185 0 6 855 10 480 -25 577 352 088 0 352 088
Profit (+)/loss (-) after tax 14 635 14 635 14 635
Other comprehensive Income 10 702 2 657 13 359 13 359
Purchase of treasury shares 0 0
Sale of treasury shares 0 0
Capital increase 166 287 761 287 927 287 927
Share based payments 7 118 7 118 7 118
Differences from earlier periods** 4 760 4 760 4 760
30 June 2023 1 313 0 646 945 0 13 972 21 182 -3 524 679 888 0 679 888

* Settlement of option agreement (purchase of own equity instruments). Refer to Note 3 for additional information

** Relates to shared services booked in Zaptec Charger AS and not in Zaptec Deutchland GmbH at 31 December 2022.

NOTES

Note 1 - Basis of preparation

These interim consensed consolidated financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting. They were authorised for issue by the board of directors on 23 August 2023. They do not include all disclosures that would otherwise be required in a complete set of financial statements and should be read in conjunction with the 2022 IFRS financial statement issued by the company on the 26 of April 2023.

Note 2 - Significant accounting policies

The Group has applied the same accounting policies and methods of computation in its interim consolidated financial statements as in its 2022 annual financial statements.

Note 3 - Significant events and transactions

Shared based payments New programs in 2022 Share-based incentive program for all employees

As of 01.01.2022 The Group implemented a share-based incentive program. Under the program all employees are entitled to a bonus equal to 20% of the employees' annual salary at 01.01.2022. The shares are allocated immediately and are vested over the vesting period, but can not be sold before 01.01.2025. Under the program the number of shares received is fixed at 01.01.2022. The number of shares equals 20% of the annual salary less withholding tax divided by the share price of Zaptec ASA based on average stock price last 15 days of 2021. Allocated shares for 2022 is 69 220.

The share portion is accounted for as an equity settled share-based payment program with immediate allocating to the employee that is the fair value of the equity instruments at grant date will be expensed over the vesting period (01.01.2025). Fair value is measured by using the actual average stock price of the last 15 days of 2021.

As of 01.01.2023 The Group implementet a new share-based incentive program for new employees in 2022. Under the program all employees are entitled to a bonus equal 20% of the annual salary at 31.12.2022. The shares will be allocated to the employees after the three year vesting period, i.e. shortly after 01.01.2026. Under the program the number of shares received is fixed at 01.01.2023. The number of shares equals 20% of the annual salary divided by the share price of Zaptec ASA based on average stock price last 15 days of 2022.

The share portion is accounted for as an equity settled share-based payment program, that is the fair value of the equity instruments at grant date will be expensed over the vesting period (01.01.2026). Fair value is measured by using the actual average stock price of the last 15 days of 2022.

The company operates two equity-settled share-based remuneration schemes for key management: Share-based incentive program for management

As of 01.01.2022 the group implemented a share-based incentive program. Under the program key management are granted a right to receive a defined number of shares after a vesting period. The vesting period is running until 01.01.2025. Per 30.06.2023 a total of 530 702 rights to receive shares has been granted.

The program is accounted for as a equity settled share-based payment program with a 3 year vesting period, that is the fair value of the equity instruments at grant date will be expensed over the vesting period. Fair value is measured by using the actual average stock price of the last 15 days of 2021.

Share-based payment program for key management and board of directors (Stock option program)

As of 30.06.2023 The Group had employee stock options agreements with 4 employees, CEO Peter Bardenfleth-Hansen, CFO Kurt Østrem, CTO Knut Braut and Kurt Aadnøy in Zaptec Charger. The agreements have vesting periods ranging from 12-24 months from October 2020, they grant the employees purchase rights of 1.100.000 shares at a share price ranging from NOK 11,25 to NOK 15,25. As of 30.06.2023 remaining stock options is 550 000 shares. All of these stock options can be excercised as of 30.06.2023.

One board member, Stig H. Christiansen (Chairman) holds stock options as of 30.06.2023. The agreement have vesting periods ranging for 6,4 - 18,4 months from 18.06.2021, which grant the board member purchase rights of 50 000 shares at a share pricing of NOK 11,25.

Share based payment expense is charged to the income statement with the following amount per Q2 2023 and Q2 2022.

01.01.-30.06
In NOK 1000 2023 2022
Option program 0 2 079
Share-based incentive program for all employees 1 670 724
Cash portion Share-based incentive program for all employees 0 2 948
Share-based incentive program for management 5 448 2 364
Provision for social security contribution* 1 091 -4 198
Total operating income 8 209 3 917

* The expense for social security contribution is accrued based on the intrinsic value of the equity instruments vested. As a result of the significant reduction of the Zaptec share the provision has been reduced during 2022. Provision for not vested instruments is also recognised, and are expensed over the vesing period.

All sale or purchase of treasury shares are related to options and/or the share-based incentive programs. The settlement of option agreement in 2022 (-15,9 MNOK) relates to reimbursement for terminating option agreement.

Note 4 - Segment information

The Group consists of several legal entities where most of the entities are established to handle sales in a specific country. For management purposes, financial information is reported to the group management based on a legal entity basis. The group management is identified as the chief operating decision maker. Based on the internal reporting the following reportable segments are identified.

Zaptec Charger AS

This segment is involved in the sale of Zaptec products in Norway, and to customers in other countries where the Group has not established an entity or sales organization. Zaptec Charger AS also handles procurement of goods and internal sales.

Zaptec Sverige AB

This segment is involved in the sale and distribution of Zaptec products in Sweden.

Novavolt AG

This segment is involved in the sale and distribution of Zaptec products in Switzerland.

Other

25

Consist of all other legal entities in the group.

Year-to-date
30.06.2023
In NOK 1000 Zaptec Zaptec Novavolt AG Other Adjustments Total
Charger AS Sverige AB and
eliminations
Operating income
Revenues from contracts with customers 221 109 180 745 130 769 93 212 454 626 290
Revenues from internal sales 259 109 0 0 750 -259 859 0
Revenues from shared services 17 649 3 234 572 1 382 -22 836 0
Other operating income 0 0 0 0 0 0
Total operating income 497 867 183 979 131 341 95 344 -282 241 626 290
Operating expenses
Cost of inventories 388 165 127 583 61 917 63 895 -256 112 385 448
Employee benefit expenses 57 594 8 240 14 522 23 713 3 567 107 637
Depreciation and amortisation expense 5 290 12 0 795 5 987 12 084
Other operating expenses 58 908 14 810 11 441 33 480 -12 594 106 045
Total operating expenses 509 956 150 645 87 881 121 883 -259 152 611 213
Operating result -12 090 33 334 43 460 -26 539 -23 089 15 077
Year-to-date
30.06.2022
In NOK 1000 Zaptec Zaptec Novavolt AG Other Adjustments Total
Charger AS Sverige AB and
eliminations
Operating income
Revenues from contracts with customers 141 336 47 321 86 607 8 464 0 283 727
Revenues from internal sales 64 946 1 465 0 500 -66 911 0
Other operating income 0 0 0 0 0 0
Total operating income 206 282 48 786 86 607 8 964 -66 911 283 727
Operating expenses
Cost of inventories 148 564 32 618 40 279 4 211 -66 480 159 192
Employee benefit expenses 28 653 3 428 8 999 10 868 6 605 58 553
Depreciation and amortisation expense 3 967 0 17 760 4 156 8 901
Other operating expenses 25 300 8 217 4 740 27 001 -10 903 54 355
Total operating expenses 206 484 44 263 54 035 42 840 -66 622 281 001
Operating result -202 4 523 32 572 -33 877 -289 2 726
Quarter
30.06.2023
In NOK 1000 Zaptec Zaptec Novavolt AG Other Adjustments Total
Charger AS Sverige AB and
eliminations
Operating income
Revenues from contracts with customers 94 038 136 841 61 287 62 758 454 355 378
Revenues from internal sales 172 645 0 0 750 -173 395 0
Revenues from shared services 9 554 1 651 296 1 382 -12 883 0
Other operating income 0 0 0 0 0 0
Total operating income 276 236 138 491 61 584 64 890 -185 824 355 378

Cost of inventories 212 399 97 370 31 820 46 848 -161 503 226 933 Employee benefit expenses 25 312 4 216 8 051 13 541 414 51 534 Depreciation and amortisation expense 2 716 12 0 406 3 227 6 362 Other operating expenses 26 248 8 419 6 239 19 272 -5 815 54 362 Total operating expenses 266 674 110 017 46 110 80 067 -163 677 339 191

Operating result 9 561 28 474 15 474 -15 176 -22 147 16 188

Operating expenses

Quarter 30.06.2022
In NOK 1000 Zaptec Zaptec Novavolt AG Other Adjustments Total
Charger AS Sverige AB and
eliminations
Operating income
Revenues from contracts with customers 74 672 29 736 44 147 2 994 0 151 550
Revenues from internal sales 31 257 1 465 0 500 -33 222 0
Other operating income 0 0 0 0 0 0
Total operating income 105 929 31 201 44 147 3 494 -33 222 151 550
Operating expenses
Cost of inventories 80 238 20 313 18 195 372 -31 033 88 084
Employee benefit expenses 17 992 2 285 5 337 7 337 -5 662 27 286
Depreciation and amortisation expense 4 239 0 13 374 -226 4 401
Other operating expenses 14 487 4 809 3 057 13 196 -10 903 24 647
Total operating expenses 116 956 27 406 26 602 21 279 -47 825 144 419
Operating result -11 027 3 795 17 546 -17 784 14 603 7 131

Adjustments and eliminations

The Group evaluates segmental performance on the basis of profit or loss from operations calculated based on local financial statements. Adjustments for IFRS 16 and eliminations are included in the column adjustments and eliminations. Depreciation and amortisation excess values from business combinations are not allocated to individual segments as the underlying assets are managed on a group basis.

Adjustments and eliminations is as follows:

Year-to-date 30.06.2023
In NOK 1000 Revenues Cost of Employee Depreciatio Other
from inventories benefit n and operating
internal expenses amortisation expenses
sales expense
Elimination of internal sales(1) -259 859 -259 550 0 0 -750
Elimination of shared services (2) -22 836 0 -4 642 0 -18 240
IFRS 16 adjustments (3) 0 0 0 3 153 -3 031
GAAP-adjustment to inventory (4) 0 -15 779 0 0 0
Amortization of excess values (5) 0 0 0 3 224 0
Gains on internal transactions (6) 0 19 217 0 0 0
Share-based incentive program (7) 0 0 8 209 0 0
Provision for warranty claims (8) 0 0 0 0 9 279
Other (9) 454 0 0 -390 147
Total -282 241 -256 112 3 567 5 987 -12 594
Year-to-date 30.06.2022
In NOK 1000 Revenues
from
internal
sales
Cost of
inventories
Employee
benefit
expenses
Depreciatio
n and
amortisation
expense
Other
operating
expenses
Elimination of internal sales (1) -66 911 -64 565 0 0 -1 965
Elimination of employee benefits allocated (2) 0 0 6 605 0 -6 605
IFRS 16 adjustments (3) 0 0 0 2 228 -2 333
GAAP-adjustment to inventory (4) 0 -1 915 0 0 0
Amortization of excess values (5) 0 0 0 1 928 0
Gains on internal transactions (6) 0 0 0 0 0
Other (9) 0 0 0 0 0
Total -66 911 -66 480 6 605 4 156 -10 903
Quarter 30.06.2023
In NOK 1000 Revenues Cost of Employee Depreciatio Other
from inventories benefit n and operating
internal expenses amortisation expenses
sales expense
Elimination of internal sales(1) -173 395 -169 735 0 0 -605
Elimination of shared services (2) -12 883 0 -3 053 0 -9 968
IFRS 16 adjustments (3) 0 0 0 1 748 -1 541
GAAP-adjustment to inventory (4) 0 -5 170 0 0 0
Amortization of excess values (5) 0 0 0 1 869 0
Gains on internal transactions (6) 0 13 402 0 0 0
Share-based incentive program (7) 0 0 3 467 0 0
Provision for warranty claims (8) 0 0 0 0 6 151
Other (9) 454 0 0 -390 147
Total -185 824 -161 503 414 3 227 -5 815
Quarter 30.06.2022
In NOK 1000 Revenues
from
internal
sales
Cost of
inventories
Employee
benefit
expenses
Depreciatio
n and
amortisation
expense
Other
operating
expenses
Elimination of internal sales (1) -33 222 -29 119 0 0 -1 965
Elimination of employee benefits allocated (2) 0 0 -5 662 0 -6 605
IFRS 16 adjustments (3) 0 0 0 1 173 -2 333
GAAP-adjustment to inventory (4) 0 -1 915 0 0 0
Amortization of excess values (5) 0 0 0 -1 399 0
Gains on internal transactions (6) 0 0 0 0 0
Other (9) 0 0 0 0 0
Total -33 222 -31 033 -5 662 -226 -10 903

(1) Elimination of internal sales relates to sale of inventory from Zaptec Charger AS eliminated against cost of inventory, and purchased made by Zaptec Charger from other group Companies eliminated against other operating expenses.

(2) The group have global functions in several of the group companies that provides significant services to companies within the group. The amount charged for these services is presented as income in the company providing the service. The amount is eliminated on consolidation.

(3) Lease payment are expense on a linear basis under local gaap. In the IFRS financial statement the leases are accounted for in accordance with IFRS 16, by recognition of are right of use asset and a lease liability. The expenses are included as amortization of the right-of-use asset and interest on the lease liability.

(4) Novavolt includes a additional reduction of the carrying amount of inventory in line with local gaap. In the consolidated IFRS statement these reduction is reversed.

(5) Excess value from the acquisition of Novavolt is included on group level.

  • (6) Gains on internal transaction of inventory.
  • (7) Share-based incentive program, ref. Note 3
  • (8) Provision for warranty claims, ref. Note 13
  • (9) Other

Note 5 - Revenues from contracts with customers

Disaggregation of Revenue

  • The Group has disaggregated revenue into various categories in the following table which is intended to:
  • Depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic date; and
  • Enable users to understand the relationship with revenue segment information provided in Note 4

Set out below is the disaggregation of the Group's revenue from contracts with customers:

Year-to-date
30.06.2023
Segments
In NOK 1000 Zaptec Zaptec Novavolt AG Other Total
Charger AS Sverige AB
Product sales 221 109 180 745 130 769 93 666 626 290
Other 0 0 0 0 0
Total operating income 221 109 180 745 130 769 93 666 626 290
By business area - Geographical distribution
Norway 199 548 0 0 3 564 203 111
Sweden 6 666 180 745 0 0 187 411
Switzerland 0 0 130 769 0 130 769
Denmark 2 112 0 0 58 935 61 047
Iceland 2 740 0 0 0 2 740
Rest of Europe 10 043 0 0 31 168 41 211
Other 0 0 0 0 0
Total operating income 221 109 180 745 130 769 93 666 626 290
Timing of revenue recognition
Goods transferred at a point in time 221 109 180 745 130 769 93 666 626 290
Goods and services transferred over time 0 0 0 0 0
Total operating income 221 109 180 745 130 769 93 666 626 290
Year-to-date
30.06.2022
Segments
In NOK 1000 Zaptec Zaptec Novavolt AG Other Total
Charger AS Sverige AB
Product sales 141 336 47 321 86 607 8 464 283 727
Other 0 0 0 0 0
Total operating income 141 336 47 321 86 607 8 464 283 727
By business area - Geographical distribution
Norway 86 760 0 0 2 867 89 627
Sweden 1 664 47 321 0 0 48 984
Switzerland 0 0 86 607 0 86 607
Denmark 31 020 0 0 1 111 32 131
Iceland 5 919 0 0 0 5 919
Rest of Europe 13 288 0 0 4 485 17 773
Other 2 686 0 0 0 2 686
Total operating income 141 336 47 321 86 607 8 463 283 727
Timing of revenue recognition
Goods transferred at a point in time 141 336 47 321 86 607 8 464 283 727
Goods and services transferred over time 0 0 0 0 0
Total operating income 141 336 47 321 86 607 8 464 283 727

Note 6 - Financial income and expense

01.01-30.06
In NOK 1000 2023 2022
Finance income
Other finance income 887 1 602
Foreign currency gain 20 929 0
Total finance income 21 817 1 602
Finance expense
Interest on debts and borrowings 0 457
Interest from leases 131 248
Loss on investments at fair value 0 5 312
Unwinding of discount on contingent considerations 0 1 037
Other finance expense 893 887
Foreign currency loss 9 654 0
Total finance expense 10 678 7 940
Investment in fund
In NOK 1000
30.06.2023
30.06.2022
Opening balance 0
183 500
Sold during the period 0
-91 006
Change in fair value 0
-4 758
Closing balance 0
87 736

The remaining funds were sold in October 2022.

Note 7 - Income tax

The tax expense is calculated as 22% of the profit (+)/loss (-) before tax adjusted for items that will impact the effective tax rate. The calculation for the 6-month period ended 30.06.2023 follows:

01.01-30.06
In NOK 1000 2023 2022
Profit (+)/loss (-) before tax 26 215 -3 612
Adjustment for losses not recognised as deferred tax asset 26 427 28 878
Difference in tax rates 102 -4 507
Non deductible share based payment arrangement -7 118 -10 817
Calculated interest on contingent consideration 0 1 037
Other differences 7 008 229
Estimated basis for tax expense 52 635 11 208
Tax expense 22 % 11 580 2 466

Deferred tax asset is not recognized for losses generated in jurisdiction where the group has not yet identified convincing evidence of future taxable income. As of 30.06.2023 this applies to Germany, UK, France and Netherlands.

Note 8 - Intangible assets and goodwill

30.06.2023
In NOK 1000 Goodwill Intangible
asset
Property,
plant and
Right of use
assets
Total
equitpment
Opening balance 69 638 86 074 9 015 15 710 180 437
- Amortisaton and depreciation 0 -7 185 -1 745 -3 153 -12 084
+ Purchases and new leases 0 6 480 4 222 3 973 14 675
- Disposals 0 0 0 -7 301 -7 301
+/- Foreign currency effects 8350 2386 68 512 11 316
Closing balance 77 988 87 754 11 559 9 741 187 042

Note 9 - Inventories

The inventory consists solely of finished goods (acquired goods produced for the group for resale).

Total current purchase obligations of EV chargers from Westcontrol and Sanmina amounts to 1 922 MNOK from June 2023 till June 2024. A significant portion of the committed production may be postponed to 2024 based on quarterly updated forecasts.

The balance has increased by 220,2 MNOK (997%) when compared to the balance at 30 June last year. The reason for this is two-fold, partly due to the macroeconomic developments with higher interest rates and lower electric car sales in Norway, which have led to a temporary lower demand in the market for Pro charging systems. This combined with the fact that, as planned, production has been increased in 2023 in order to build up finished goods stock to meet increased demand going forward have led to this increase in inventory. We consider lower demand for Zaptec Pro to be temporary, but will at the same time reduce and postpone future production of Zaptec Pro if necessary to optimize the stock of Zaptec Pro going forward.

Note 10 - Trade receivables

Provision for credit losses are 0,7 MNOK at 30 June 2022 and 3,7 MNOK at 30 June 2023.

The increase in outstanding are due to higher sales current year compared to the same period last year.

Note 11 - Other current assets

In NOK 1000
30.06.2023
Loan to finance inventory*
77 959
VAT refund
26 486
Other
14 928
Breakdown of other current assets:
30.06.2022
40 000
6 599
21 480
Total 119 372 68 079

* The company have not identified any impairment indicators related to the loans to Westcontrol and Sanmina.

Note 12 - Other non-current assets

Breakdown of other non-current assets
In NOK 1000 30.06.2023 30.06.2022
Investment in Switch EV Ltd. 4 872 0
Other 201 0
Total 5 073 0

Note 13 - Provisions

The company have a provision for warranty claims of 11,3 MNOK at period end.

The remaining long term provisions is related to the long-term incentive program for employees.

Note 14 - Loans and borrowings

In NOK 1000 30.06.2023 30.06.2022
Start of period:
Non-current 0 0
Current 29 229 1 918
Total 29 229 1 918
Draw down on credit facility New loans 0 24 509
Loans Repayments -29 229 -1 918
Other changes Other 0 0
Net changes -29 229 22 591
End of period:
Non-current 0 0
Current 0 26 426
Total 0 26 426

Zaptec drew down 0 MNOK on the existing credit facility at period end.

The Group have increased it's overdraft facility from 50 MNOK to 70 MNOK in 2022. The interest rate is 5,9 % of overdraft. The terms are as follows:

  • Short term overdraft facility.
  • Annual maturity, will be renewed automatically when a credit rating is performed.

The financial covenants are as follows:

  • Total overdraft shall not exceed 70% of total book value of projects in progress, inventory and trade receivable (not older than 90 days).
  • Positive adjusted EBITDA on a consolidated level on a year to date basis.
  • Dividend from Zaptec ASA to be approved.
  • No sale or transfer of IP-rights from or between any of the group companies without prior approval.

The company have complied with all covenants as at, and for the three months ended 31 March 2023.

Part from transaction with key management and board members included in Note 7 there are no transactions with related parties.

Note 15 - Events after the reporting date

No material events occured after reporting date.

Alternative Performance Measures

Zaptec may disclose alternative performance measures as part of its financial reporting as a supplement to the financial statements prepared in accordance with IFRS. Zaptec believes that the alternative performance measures provide useful supplemental information to management, investors, security analysts and other stakeholders and are meant to provide an enhanced insight into the financial development of Zaptec's business operations and to improve comparability between periods.

Available Liquidity

Cash, cash equivalents, other funds (financial investments) and available overdraft facility. The Group has presented this APM because it considers it to be an important supplemental measure for investors to understand the overall picture of the Group's financial position.

Gross Margin

Gross profit as a percentage of revenues. Gross profit is defined as revenues from contracts with customers less cost of goods sold. The Group has presented this APM because it considers it to be an important supplemental measure for investors to understand the profit generation in the Group's operating activities.

EBITDA

The profit/(loss) for the period before tax expense, finance expense, finance income and depreciation and amortisation expense. The Group has presented this APM because it considers it to be an important supplemental measure for investors to evaluate the operating performance of the Group.

EBITDA Margin

EBITDA as a percentage of revenues. The Group has presented this APM because it considers it to be an important supplemental measure for investors to understand to evaluate the operating performance of the Group.

OPEX

Employee benefit expenses plus other operating expenses.

Disclaimer – forward looking statements

Cautionary Statement Regarding Forward-Looking Statements

In addition to historical information, this presentation contains statements relating to our future business and/or results. These statements include certain projections and business trends that are "forward-looking." All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements, including statements preceded by, followed by or that include the words "estimate," pro forma numbers, "plan," project," "forecast," "intend," "expect," "predict," "anticipate," "believe," "think," "view," "seek," "target," "goal", "outlook" or similar expressions; any projections of earnings, revenues, expenses, synergies, margins or other financial items; any statements of the plans, strategies and objectives of management for future operations, including integration and any potential restructuring plans; any statements concerning proposed new products, services, developments or industry rankings; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing.

Forward-looking statements do not guarantee future performance and involve risks and uncertainties. Actual results may differ materially from projected results/pro forma results as a result of certain risks and uncertainties. Further information about these risks and uncertainties are set forth in our most recent annual report for the Year ending December 31, 2022. These forwardlooking statements are made only as of the date of this press release. We do not undertake any obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements in this report are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in our records and other data available from Fourth parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies, which are impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.

Zaptec ASA P.O. Box 8034 4068 Stavanger, Norway www.zaptec.com

Signature Certificate

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Signature Certificate

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