ANNUAL REPORT
2023
THIS IS NORBIT
Highlights 2023
..........................................
4
Key figures
...................................................
5
Letter from the CEO
..................................
6
NORBIT in brief
...........................................
7
Strategy and ambitions
............................
9
The NORBIT share
...................................
10
Oceans
.........................................................
11
Connectivity
..............................................
13
PIR
................................................................
15
CORPORATE GOVERNANCE
Executive management team
...............
18
The board of directors
............................
19
Board of directors’ report
....................
20
Report on the Norwegian code of
practice for corporate governance
....
28
FINANCIAL STATEMENTS
Consolidated financial statements
of NORBIT Group
.....................................
51
Notes for the consolidated financial
statements of NORBIT Group
..............
55
Annual financial statements of
NORBIT ASA
.............................................
83
Notes to the annual financial
statements of NORBIT ASA
.................
86
Statement by the board of
directors and CEO
..................................
93
Auditor’s report
........................................
94
Definitions of alternative
performance measures
.........................
98
SUSTAINABILITY
Finding the most material
sustainability topics for NORBIT
..........
37
Explore more sustainability
opportunities
............................................
39
Products and solutions adapted to
the new reality of sustainability
...........
41
Refinement of talents in an
attractive place to work
.........................
44
Safe under pressure with
ethical business conduct
......................
49
2
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Contents
CONTENTS
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THIS IS NORBIT
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CORPORATE GOVERNANCE
|
SUSTAINABILITY
|
FINANCIAL STATEMENTS
|
APPENDIX
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CONTACT
THIS IS NORBIT
THIS IS NORBIT
Highlights 2023
..........................................
4
Key figures
...................................................
5
Letter from the CEO
..................................
6
NORBIT in brief
...........................................
7
Strategy and ambitions
............................
9
The NORBIT share
...................................
10
Oceans
.........................................................
11
Connectivity
..............................................
13
PIR
................................................................
15
3
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This is NORBIT
CONTENTS
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THIS IS NORBIT
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CORPORATE GOVERNANCE
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SUSTAINABILITY
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FINANCIAL STATEMENTS
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APPENDIX
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CONTACT
NORBIT
REACHED 2024 AMBITIONS
^
Delivered all-time high revenues of
NOK 1 518.9 million, a 30 per cent
increase from 2022.
^
The EBITDA margin ended at 26 per
cent, up from 20 per cent in 2020, as a
result of increased revenues and oper-
ational leverage.
PROPOSING A RECORD HIGH
DIVIDEND
^
Due to the strong financial results and
development, the board has proposed
a dividend of NOK 2.55 per share, con-
sisting of a NOK 1.55 per share ordi-
nary dividend and NOK 1.00 per share
extraordinary dividend.
AMBITIONS FOR 2027 SET
^
Target to deliver more than NOK 2.75
billion in revenues in 2027, with an
EBIT margin of around 20 per cent and
a return of capital employed of around
30 per cent.
CONNECTIVITY
GROWTH ACROSS ALL BUSINESS
VERTICALS
^
Reported NOK 540.3 million in reve-
nues, an increase of 75 per cent from
2022. All business verticals showed
growth, with the strongest increase
reported for On-Board Units. The
EBITDA margin was 34 per cent.
NEW FRAME AGREEMENTS
AND CONTRACTS
^
During 2023, Connectivity entered into
contracts and frame agreements for a
total of NOK 950 million. This included
a new 5-year agreement for delivery of
enforcement modules for tachographs
and On-Board Unit orders for a total of
NOK 420 million.
OCEANS
CONTINUED STRONG AND
PROFITABLE GROWTH
^
Delivered NOK 599.0 million in reve-
nues, an increase of 35 per cent from
2022. Growth was particularly strong
for subsea sonars, and EMEA showed
a strong development in 2023. The
EBITDA margin for the year was 35
per cent.
STRATEGIC ACQUISITIONS
^
Completed the acquisition of Seahorse
Geomatics, re-seller and distributor
of the sonar technology in the North
American market, and the maritime
technology company Ping Digital
Signal Processing.
PIR
STRONG DEMAND WITHIN
CONTRACT MANUFACTURING
^
Reported NOK 411.8 million in reve-
nues in 2023, an underlying growth
of 16 per cent when adjusting for cus-
tomer reimbursement of extraordinary
material costs. Growth was driven by
industrial clients within contract man-
ufacturing. The EBITDA margin for the
year was 13 per cent.
CONTRACT AWARD
^
Entered into an agreement for delivery
of tailored electronics for data collec-
tion and transmission for a total value
of NOK 80 million, to be delivered over
a period of 30 months.
HIGHLIGHTS IN 2023
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CONTENTS
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SUSTAINABILITY
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FINANCIAL STATEMENTS
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APPENDIX
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CONTACT
KEY FIGURES – NORBIT
1)
Amounts in NOK million (except percentages,
EPS and DPS)
2023
2022
2021
2020
2019
Revenues
1 518.9
1 167.5
787.8
618.8
668.2
Revenue growth
30%
48%
27%
(7%)
52%
EBITDA
391.8
235.3
142.6
93.5
149.7
EBITDA margin
26%
20%
18%
15%
22%
EBIT
284.2
148.8
73.5
44.3
102.9
EBIT margin
19%
13%
9%
7%
15%
Profit for the period
185.3
106.7
47.9
27.3
77.3
Diluted earnings per share (EPS)
3.10
1.82
0.83
0.48
1.45
Dividend declared per share (DPS)
2.55
0.70
0.30
0.30
0.60
Cash & cash equivalents
60.7
41.7
21.7
15.0
21.7
Equity ratio
53%
49%
51%
65%
74%
Net interest-bearing borrowings
150.8
295.6
266.5
79.7
(2.4)
Net interest-bearing borrowings including leasing liabilities
205.5
331.4
284.3
102.9
6.0
NIBD/EBITDA ratio
2)
0.5x
1.4x
1.7x
1.0x
0.0x
Cash flow from operations
345.7
85.7
47.7
92.1
41.2
Cash flow from investments
(149.0)
(91.9)
(217.6)
(136.7)
(81.9)
Cash flow from financing
(177.7)
26.2
176.6
37.8
53.3
R&D investments
60.2
60.5
51.2
63.2
59.0
R&D investments (% revenues)
4.0%
5.2%
6.5%
10.2%
8.8%
Net Working Capital
414.2
405.3
291.6
196.8
207.3
Net Working Capital (% LTM revenues)
27%
35%
37%
32%
31%
Average pre-tax return on capital employed
29%
17%
11%
9%
26%
Average number of employees - full-time equivalents
498
418
311
246
245
1)
For definitions of alternative performance measures, please see page 98.
2)
12-month rolling EBITDA including contribution from acquisitions. Definition on page 74.
0
225
450
675
900
1 125
1 350
1 575
1 800
2023
2022
2021
2020
2019
REVENUES
NOK million
668
619
788
1 168
1 519
0
50
100
150
200
250
300
350
400
2023
2022
2021
2020
2019
EBITDA
NOK million
150
94
143
235
392
KEY FIGURES
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Key figures
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SUSTAINABILITY
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FINANCIAL STATEMENTS
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APPENDIX
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CONTACT
In the spirit of the great explorers, NORBIT has always embraced the challenges of
venturing into the unknown, pushing the boundaries of what is possible. As we reflect
on our journey, it is with a profound sense of achievement that we announce that
NORBIT reached our 2024 goal one year early. This milestone is a testament to the
dedication, innovation, and hard work of our entire team.
Embarking on a new expedition
Setting new targets is indeed the explorer's finest
hour. It is in this spirit of exploration and ambition
that NORBIT sets forth our updated ambitions for the
future. The next steps on our journey, defined by our
ambitions for 2027, are inspired by the same drive
and ambitions that led Roald Amundsen to the South
Pole. Like Amundsen, we understand that achieving
greatness requires not just setting goals but prepar-
ing meticulously to surpass them.
Leveraging decades of experience and a strong
corporate culture
NORBIT's operations over the past 29 years have
been a continuous expedition of innovation and
growth. These years have equipped us with invaluable
references and skills, preparing us for the challenges
and opportunities that lie ahead. Our journey thus far
has been marked by an unwavering commitment to
our vision – “Recognised as World Class – Enabling
people to Explore More” – and a deep respect for our
clients and the markets in which they operate.
The announcement of our targets for 2027 marks a
new chapter in NORBIT's story – one that builds on
our rich legacy of innovation and our commitment to
solving challenges at scale. As we embark on this next
phase of our journey, we do so with the confidence
that comes from almost three decades of preparation,
growth and achievement.
Preparing for tomorrow's challenges today
To ensure NORBIT is ready to navigate the challenges
and seize the opportunities that lie ahead, we are tak-
ing proactive steps to further strengthen our organi-
sation. This involves:
Investing in our people:
Recognising that our team's
talent and dedication are our greatest assets, we are
committed to fostering a culture of continuous learning
and professional development. By equipping our team
with the skills and knowledge they need to excel, we
ensure NORBIT remains agile and innovative.
Market driven in all aspects:
To us, technology is a
means to solving challenges. Technology in itself
is never the goal. To ensure that we remain market
driven in all aspects, we value domain knowledge and
keep our clients as our guiding star for how to prior-
itise which opportunities to seize. Long-lasting cus-
tomer relations increase our ability to be relevant and
deliver value for our customers across the geographic
regions and business verticals in which they operate.
Tailored technology in carefully selected applications:
Our focus on research and development ensures that
we stay at the forefront of technological innovation.
We are continuously exploring new ways to apply
our expertise in creating solutions that anticipate the
needs of our clients.
Attractive drivers and trends
We are very motivated to get started on a new ambi-
tion period. Setting new goals and working hard to
reach them is what drives us. We are well positioned to
benefit from mega-trends such as the blue economy,
digitalisation and increased demand for technology
“Made in Norway and Europe”.
Financial horizons
As we navigate towards 2027, we are guided by clear
financial ambitions that reflect our commitment to con-
tinued sustainable and profitable growth. Our goal is
to achieve an annual revenue growth of 16 per cent,
with an EBIT margin of around 20 per cent. Further-
more, a return on capital employed of 30 per cent is
targeted, allocating capital by investing in R&D and
production capacity to generate value for all our stake-
holders. Throughout this journey, maintaining a strong
balance sheet will be paramount, ensuring that we
have the financial resilience to pursue opportunities
while managing risks.
Looking forward with gratitude and optimism
To our NORBIT team, our valued customers, trusted
partners and committed shareholders, your unwa-
vering support and belief in our vision have been
pivotal in forming today’s NORBIT. As we look to
the future, we are excited about the journey ahead
and the opportunities it presents. Let us move for-
ward together, embracing the spirit of exploration
that defines us, and continuing to make a meaningful
impact in the world.
Thank you all for being part of this journey.
Explore More!
Per Jørgen Weisethaunet
CEO of NORBIT ASA
– Our focus on research and
development ensures that we stay at
the forefront of technological innovation.
LETTER FROM THE CEO:
SETTING OUR SIGHTS BEYOND THE HORIZON
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Letter from the CEO
CONTENTS
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THIS IS NORBIT
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CORPORATE GOVERNANCE
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SUSTAINABILITY
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FINANCIAL STATEMENTS
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APPENDIX
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CONTACT
NORBIT IN BRIEF
NORBIT is a global provider of tailored
technology to selected applications.
We support our customers and partners
in solving demanding challenges
through sustainable innovation.
Today we are structured in three business segments
to address our key markets: Oceans, Connectivity and
Product Innovation & Realisation (PIR). The Oceans
segment delivers tailored technology solutions to
global maritime markets. The Connectivity segment
provides tailored wireless solutions for identification,
monitoring and tracking. The PIR segment offers R&D
services and products, and contract manufacturing to
key customers.
We are around 500 explorers from over 35 different
nationalities. We are headquartered in Trondheim, with
manufacturing and R&D in Norway, Hungary and Can-
ada, and a worldwide sales and distribution platform.
A RICH HISTORY OF INNOVATION AND
GROWTH
Since our founding in 1995, we have been at the fore-
front of technology development, creating innovative,
tailored solutions that have enabled our customers to
solve challenges in a wide range of industries – from
subsea to space.
At the beginning of our journey, activity was primarily
related to development and sales of tailored client and
dual branded products. This was further expanded
into contract manufacturing in 2009 and 2012, respec-
tively, with the acquisitions of our factories at Røros
and Selbu in Norway.
By capitalising on our knowledge base, attracting
domain expertise and expanding internationally, we
Offices
Local representation
Associated companies
~
500
EMPLOYEES
~
35
NATIONALITIES
~
80%
EXPORT SHARE
~
60
EXPORT COUNTRIES
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have over the last ten years gradually positioned NOR-
BIT as a leading global technology company with a
diversified portfolio of proprietary products. Today,
more than 80 per cent of our revenues come from
exports to around 60 countries, while the share of
revenues from sale of technology based on our own
intellectual property is close to 80 per cent.
VISION AND VALUES
NORBIT has a strong corporate culture inspired by
great explorers. Our history shows that we have
stayed committed to our core purpose, vision and
values. Our core purpose to “Explore More”, and our
vision “To be recognised as world class, enabling peo-
ple to explore more”, have have led us to focus on
exploring customer needs and commercial opportu-
nities where we can bring new tailored technology.
Our core values:
^
We deliver!
^
Safe under pressure
^
Refinement of talents
These values act as important guidelines in our
daily work:
^
We train our colleagues to be able to observe,
reflect and act independently, ensuring that
we are on top of the circumstances rather than
ending up as victims of them.
^
We are fully committed to deliver value to our
partners.
^
We walk the extra mile to exceed expectations.
^
We are ambitious, and we see opportunities
rather than challenges.
^
We equip our colleagues with the skills and
confidence needed to face the unpredictability
that lies ahead of us.
^
Our employees shall be allowed to refine their
strengths, as well as develop and explore other
aspects of themselves.
TECHNOLOGY IS PART OF THE SOLUTION
IN A MORE SUSTAINABLE FUTURE
NORBIT has developed a sustainability strategy based
on the double materiality principle; both evaluating
our actual or potential impact on people and the
environment, and the financial impact on our own
business. This has resulted in four sustainability focus
areas for the years to come. The areas are connected
to NORBIT’s overall values and vision.
In addition to investing in existing verticals, we
recognise the importance of exploring new markets
where we can leverage our technology platform
to deliver innovative solutions. Our objective is to
explore how we can play a part in solving sustainability
challenges for our customers, partners, and the
society at large.
When developing and delivering our innovative
solutions, we will strive to have sustainability in mind
throughout the process – from the early design to the
late production phase.
Our people are our greatest asset and enabler of
success. We will continuously work towards creating
an attractive and safe workplace, to bring out the best
in our people.
Ethical business conduct will always be a priority for
NORBIT. We aim for transparency, traceability, and
integrity across our full value chain.
You find more details about our existing efforts and
objectives in our sustainability report on page 36.
1
Explore more sustainability
opportunities
We want to accelerate the green transition.
We will continuously explore how we
can play a part in solving sustainability
challenges for customers, partners, and the
society at large through our products and
solutions.
2
We will deliver solutions adapted
to the new reality of sustainability
We will deliver products and solutions
with sustainability in mind – both during
the design, development, production,
transportation, and recycling process.
3
Refinement of talents in an
attractive place to work
Our people are our greatest asset. We
will continuously work towards creating an
attractive and safe workplace and refining
our talents.
4
Safe under pressure with ethical
business conduct
We will ensure good governance and legal
compliance in all countries and markets.
We aim for transparency, traceability, and
integrity across our value chain.
OUR SUSTAINABLE FOCUS AREAS:
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APPENDIX
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CONTACT
Since 2010, our revenues have increased by 31 per cent per year on average, mostly
organic. At the same time, we have remained firm to our financial objective of
growing profitably. We believe that the enablers behind our continued success will be
the same as those that have been vital to our growth path thus far.
From the very beginning, we have pursued a strat-
egy of relentless focus on market driven innovation
in carefully selected applications. We invest in the
development of new products and solutions when we
understand the needs and expectations of our cus-
tomers in their domain. In partnership with our cus-
tomers, we listen, explore, and develop solutions that
allow us to grow together with our partners. Our focus
on research and development ensures that we stay at
the forefront of technological innovation.
At NORBIT, we manufacture what we sell. In-house
manufacturing capabilities enable scalability and
control of the value chain and operations, elements
that are fundamental to sustaining further growth and
remaining competitive, especially in an unstable and
complex macro environment.
Our mindset is opportunity driven, by applying an
entrepreneurial and commercial sprit. When identi-
fying the right opportunity, we act dynamically and
apply agility as a competitive advantage.
NORBIT’s main asset is our employees. Attracting
and refining top talent enables us to create value
for our clients and deliver when it matters. We give
each employee considerable decision-making scope
regarding their work. This implies a significant degree
of freedom, but also places a substantial responsibil-
ity on our employees.
Throughout our history, a key factor for success has
been to diversify our business model, thereby reduc-
ing dependency on any one market or product, while
also taking advantage of opportunities for growth and
expansion. Tailoring the growth strategy for each busi-
ness segment has been an intentional choice.
REFINING THE STRATEGIC PRIORITIES
Going forward, we aim to strengthen our position as a
leading global provider of tailored technology for spe-
cific applications, delivering value to our customers by
solving challenges through innovation.
Alongside our foundation for success, the following
priorities are central to our strategy going forward:
BUILDING ON OUR LEGACY OF INNOVATION TO DRIVE FUTURE GROWTH
STRATEGY AND AMBITIONS
^
Broadening market driven product offering with
tailored technology.
^
Going from “niche to notable” by cultivating our
ability to take on larger tasks.
^
Diversifying our customer base, reducing
dependencies on specific sectors, and leverage
cross-segment growth opportunities.
^
Pursuing operational excellence and scalability,
developing leadership to unlock the potential of
all colleagues.
^
Prioritising the overall best opportunities, focus-
ing on NORBIT as a whole.
^
Exploring value-accretive acquisitions through
defined criteria to accelerate growth.
LONG-TERM FINANCIAL AMBITIONS
NORBIT’s ambition in 2027 is to deliver organic reve-
nues in excess of NOK 2.75 billion and an EBIT margin
of around 20 per cent. The revenue trajectory implies
a growth rate of 16 per cent per year from 2023, with
all segments expected to contribute positively. The
following targets have been set for the three business
segments for 2027:
Oceans:
Revenues in excess of NOK 1.1 billion and an
EBIT margin between 25 and 30 per cent.
Connectivity:
Revenues in excess of NOK 1.0 billion
and an EBIT margin between 25 and 30 per cent.
PIR:
Revenues in excess of NOK 750 million and an
EBIT margin between 8 and 10 per cent.
Combined with active balance sheet management,
the targeted return on capital employed is around 30
per cent.
2027
2023
2022
2021
2020
2019
REVENUES
NOK million
1 167
788
619
668
2 750
>
1 519
2027
2023
2022
2021
2020
2019
EBIT MARGIN
Per cent
13%
9%
7%
15%
~20%
19%
2027
2023
2022
2021
2020
2019
RETURN ON CAPITAL EMPLOYED
Per cent
17%
11%
9%
26%
~30%
29%
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APPENDIX
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CONTACT
NORBIT ASAs shares are listed at Euronext Oslo Børs (Oslo Stock Exchange) under
the ticker “NORBT”. NORBIT has a single class of shares, and all shares carry the
same rights in the company.
SHARES AND SHARE CAPITAL
At 31 December 2023, the total number of shares in
NORBIT ASA amounted to 60 017 415 and the number
of outstanding shares was 59 973 855. At the same
date, NORBIT ASA held 43 560 own shares.
During 2023, the share traded between NOK 30.00
and NOK 65.80 per share, with a closing price of NOK
57.00 at year-end 2023. At 31 December 2023, the
company had approximately 2 300 shareholders, of
which the 20 largest shareholders held 77.9 per cent
of the total outstanding shares.
DIVIDEND POLICY
NORBIT ASA’s objective is to provide sharehold-
ers with a long-term competitive return through an
increase in the share price and payment of dividends.
The dividend policy is to pay out annual ordinary divi-
dends between 30 and 50 per cent of the company’s
net profit after tax, with the intention to pay out poten-
tial excess capital as extraordinary dividends. When
proposing the total dividend payment, the board of
directors will take into account the company’s financial
position, investment plans, any restrictions by law, as
well as the needed financial flexibility to provide for
sustainable growth. To that end, the company has set
long-term financial targets relating to its capital struc-
ture to have a NIBD/EBITDA ratio between 1.0 –2.5x.
IR CONTACT:
Per Kristian Reppe
Group CFO
+47 900 33 203
FINANCIAL CALENDAR
Annual general meeting:
6 May 2024
Results 1
st
quarter 2024:
15 May 2024
Half year results 2024:
15 August 2024
Results 3
rd
quarter 2024:
14 November 2024
Results 4
rd
quarter 2024:
13 February 2025
THE NORBIT SHARE
SHARE PRICE DEVELOPMENT 2023
NOK
■
NORBIT
■
OSEBX rebased
20
30
40
50
60
70
80
01.01
01.02
01.03
01.04
01.05
01.06
01.07
01.08
01.09
01.10
01.11
01.12
31.12
Click or scan the QR-code for access to
NORBITs share price development.
GEOGRAPHICAL SHARE DISTRIBUTION
■
Norway
■
Sweden
■
Denmark
■
UK
■
Other
76.9%
7.5%
3.7%
8.4%
3.6%
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In the Oceans segment, NORBIT delivers tailored technology solutions to the
international maritime markets. The customer base is diversified and includes survey
companies, research organisations,
governmental institutions, dredging companies,
rental companies, contractors and industrial clients. The segment generally has some
degree of seasonality and a low revenue visibility of two to four weeks due to the
short time from receipt of an order to customer delivery.
Through Oceans, NORBIT specialises in design and
development of a range of different sonars, including
wideband multibeam sonars, interferometric side-scan
sonars and long-range surveillance sonars, for exploring
the ocean space. The sonar solutions collect, process
and visualise data that enable valuable and relevant
insight to our clients from the depth of the oceans. The
sonars are primarily used for seabed mapping, construc-
tion support, inspection and subsurface navigation with
multiple other applications subsea.
NORBIT is also a provider of security and monitoring
solutions for detecting and monitoring activity at sea.
Detecting threats below the surface is made possible by
the use of surveillance sonars that are integrated with
proprietary software. The technology can be used for
obstacle avoidance, mine countermeasures and threat
detection from divers or other moving objects to critical
infrastructure. Monitoring solutions above surface are
provided through an integrated offering, where NOR-
BIT delivers sensors, control systems and surveillance
solutions, providing the customers with a single opera-
tional picture for decision support and operational risk
management.
In addition to the above, NORBIT also offers other tech-
nologies and products in some selected niches in the
maritime domain.
BUSINESS SEGMENTS:
OCEANS
2023
2022
2021
2020
REVENUES
■
Sonars
■
Security
■
Environmental monitoring
■
Other
NOK million
378.5
267.2
599.0
443.0
2023
2022
2021
2020
EBITDA
■
EBITDA (NOK million)
–
EBITDA margin (per cent)
22%
35%
33%
35%
147.6
211.1
59.6
133.6
2023
2022
2021
2020
EBIT
■
EBIT (NOK million)
–
EBIT margin (per cent)
17%
29%
28%
26%
114.4
165.7
45.6
108.9
GEOGRAPHICAL REVENUE DISTRIBUTION
■
EMEA
■
Asia-Pacific
■
Americas
50%
27%
23%
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SONAR SURVEY OPERATIONS
ON USV's
SURVEILLANCE OF CRITICAL
INFRASTRUCTURE AT SEA
In 2020, NORBIT introduced the WINGHEAD sonar platform, a multibeam
echo sounder designed for high-resolution bathymetric surveys in the
professional market.
One application area is the construction indus-
try, where there is a shortage of resources avail-
able to conduct surveys for dredging operations.
To improve the mobilisation time, safety, cost
and overall environmental footprint, the indus-
try is investing in smaller and more environmen-
tally friendly vessels – such as USVs (Unmanned
Surface Vehicles). A solution to streamline the
survey is to use the WINGHEAD multibeam inte-
grated with GNSS/INS Navigation, mounted on
any USV. The dredging solution includes NOR-
BIT's integrated NORdredge software, which
performs real-time processing and is essential
for survey efficiency and ease of use.
NORBIT’s product portfolio includes security and surveillance solutions for
detecting and monitoring activity both above and below the sea surface.
The GuardPoint Underwater Sonar System is a
surveillance tool used below surface, designed
to detect, track, classify, and alert to the pres-
ence of underwater objects in the toughest
environments. The sonar system can be used
to perform underwater surveillance of sensi-
tive installations and critical infrastructure such
as nuclear facilities, LNG terminals, offshore
energy platforms, superyachts, cruise ships
and naval vessels.
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Business segments
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SUSTAINABILITY
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FINANCIAL STATEMENTS
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APPENDIX
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CONTACT
BUSINESS SEGMENTS:
CONNECTIVITY
In the Connectivity segment, NORBIT is a leading technology provider for asset
identification, monitoring and tracking, designed to enhance operational efficiency
across various industries.
NORBIT has taken the position as an independent tech-
nology supplier of low power wireless devices to inter-
national blue-chip customers. Our extensive experience
with different technology domains has made this part of
NORBIT a preferred technology partner for electronic
vehicle identification, toll collection On-Board Units and
enforcement technology for tachographs and related
to satelite-based tolling. The contracts in such partner-
ships are generally frame agreements with medium to
long term visibility.
Complementing the technology expertise, NORBIT
offers state-of-the-art software for dedicated payment
solutions for e-tolling, vehicle monitoring and fleet man-
agement.
Capabilities also extend beyond the transport and mobil
-
ity domain, leveraging experience to facilitate effective
digitalisation and efficient operations for partners and
clients across a broad spectrum of sectors. Solutions
are often tailored to ensure optimal value for clients in
their specific use case.
2023
2022
2021
2020
REVENUES
■
On-board units
■
Enforcement modules
■
Satelite-based tolling
■
Subscription and e-toll
■
Other
NOK million
146.3
145.1
540.3
308.0
2023
2022
2021
2020
EBITDA
■
EBITDA (NOK million)
–
EBITDA margin (per cent)
29%
16%
25%
34%
77.4
185.3
42.5
23.8
2023
2022
2021
2020
EBIT
■
EBIT (NOK million)
–
EBIT margin (per cent)
19%
1%
26%
13%
40.5
139.3
27.7
0.9
GEOGRAPHICAL REVENUE DISTRIBUTION
■
EMEA
■
Americas
99%
1%
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APPENDIX
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CONTACT
PARTNERSHIPS WITH THE
INSURANCE INDUSTRY
MONITORING AND FLEET
MANAGEMENT SERVICES
For nearly two decades, NORBIT has been at the forefront in supplying
DSRC (Dedicated Short-Range Communications) On-Board Units.
These units, mounted on vehicle windshields,
facilitate electronic toll payments and associ-
ated services. Historically, our primary clients
were large, state-owned toll service entities.
In recent years, the landscape has shifted with
private insurance firms emerging as toll oper-
ators in some European nations. Capitalising
on this trend, NORBIT has entered strategic
partnerships with select insurance companies
in Europe. Our collaboration extends beyond
supplying On-Board Units to co-creating con-
tinual advancements in related technologies
and services.
NORBIT has decades of experience in developing telematics devices and
services, specialising in vehicle monitoring and fleet management.
Our proprietary iTrack GPS tracking system pro-
vides intelligent solutions for real-time asset
monitoring, with customisation features. When
combined with our expertise in technology for
e-tolling and tachograph enforcement, our fleet
management solutions contribute to a unique
and complete offering towards mobility and
intelligent traffic systems, enabling our cus-
tomers and partners to explore more.
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APPENDIX
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CONTACT
BUSINESS SEGMENTS:
PRODUCT INNOVATION & REALIZATION (PIR)
With decades of experience, NORBIT offers contract manufacturing of electronics to
clients, and R&D products and services through the Product Innovation & Realization
(PIR) segment. With manufacturing and R&D as in-house capabilities, NORBIT has a
setup that allows for the creation of new technologies and solutions in parallel with
production process innovation, enabling efficient and optimised realisations of new
products.
With highly robotised, world-class manufacturing pro-
cesses, NORBIT supplies contract manufacturing of
electronic products to demanding markets such as
the automotive, industrial, medical, security, energy,
marine and ocean-related industries. Contract manufac-
turing for external customers gives NORBIT a continued
benchmark of the company’s manufacturing capabilities,
securing leading-edge processes and routines for the
entire group. Manufacturing is carried out at two pro-
duction sites in Norway.
Vast industrial R&D experience is available and offered
to external clients as well as the Oceans and Connec-
tivity segments. In addition, special R&D projects for
professional clients in different market domains bring
together challenges needed to refine and grow new
generations of NORBIT engineers. This provides NOR-
BIT with access to new valuable domain knowledge for
the future. The R&D team has also developed a range
of customised products based on NORBIT intellectual
property throughout the years. These are sold to long-
term key customers under either the customer’s brand
or dual branding.
2023
2022
2021
2020
REVENUES
■
Contract manufacturing
■
R&D
Customer reimbursements
■
Other
NOK million
291.0
224.6
411.8
456.5
2023
2022
2021
2020
EBITDA
■
EBITDA (NOK million)
–
EBITDA margin (per cent)
1%
6%
10%
13%
47.8
52.0
2.3
16.4
2023
2022
2021
2020
EBIT
■
EBIT (NOK million)
–
EBIT margin (per cent)
(7%)
(1%)
8%
7%
34.0
34.7
(14.9)
(3.8)
GEOGRAPHICAL REVENUE DISTRIBUTION
■
EMEA
■
Asia-Pacific
■
Americas
92%
7%
1%
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APPENDIX
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CONTACT
SUPPORTING THE
ELECTRIFICATION TREND
CONTRIBUTING TO
AVIATION SAFETY
From the factory at Røros in Norway, NORBIT has for decades been a
manufacturer of electronics to top-tier suppliers in the automotive industry.
The high-volume manufacturing site is one of
few automotive certified electronic manufac-
turing plants in the Nordic region. NORBIT is
benefiting from a global electrification trend,
particularly witnessed in the automotive indus-
try by the growth rate and adoption of electric
cars, and the development of the heavy-duty
electric market and related infrastructure and
services. In 2023, NORBIT has produced elec-
tronic modules for electromobility charging
products for several customers, illustrating that
NORBIT is well positioned for the electrifica-
tion megatrend.
For close to 30 years, NORBIT has contributed to bringing passengers
safely to the ground when flying. In 1995, NORBIT developed the first high
performance navigation receivers for use in navigation system measuring
instruments.
A decade later, NORBIT developed its first com-
plete NAV Analyzer. The NAV Analyzer is used
to measure critical parameters of the Instrument
Landing System and VOR ground system, pro-
viding high accuracy and measurement speed
for ground and flight inspection. The NAV Ana-
lyzer is a portable, battery-operated weather-
proof unit to be used both indoors and outdoors.
Today, NORBIT provides the complete product
to its client Indra Navia together with integrity
monitoring solutions, in accordance with the
latest aviation requirements.
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CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
Executive management team
...............
18
The board of directors
............................
19
Board of directors’ report
....................
20
Report on the Norwegian code of
practice for corporate governance
....
28
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Statement on corporate governance
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APPENDIX
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CONTACT
EXECUTIVE MANAGEMENT TEAM
Per Jørgen Weisethaunet
Chief executive officer (CEO)
Per Jørgen Weisethaunet was one
of the company’s first employees
in 1995 and has been the group’s
CEO since 2001 and co-owner of
NORBIT since 2008. He has sev-
eral years of experience across
a variety of fields including R&D,
operations management, com-
mercial and strategic business
development, and has held sev-
eral different positions throughout
the organisation. Weisethaunet
has been chair and director of sev-
eral executive boards. He holds a
Master of Science degree in RF &
Microwave electronics from the
Norwegian University of Technol-
ogy (NTNU), a Bachelor of Science
in electronics from Trondheim Uni-
versity of Engineering (TIH), busi-
ness economics from Trondheim
Economic University center of com-
petence (TØHK) and supply chain
management from BI Norwegian
Business School.
At 8 April 2024, Weisethaunet
and related parties held 7 031 239
shares and 32 380 RSU's in
NORBIT.
Per Kristian Reppe
Chief financial officer (CFO)
Per Kristian Reppe has been the
group’s CFO since July 2020.
Before joining NORBIT, Reppe held
various senior positions in the Aker
group, including CFO of Abelee
and investment manager and head
of investor relations at Aker ASA.
Prior to that, he worked as a man-
agement consultant at Arkwright
and as an equity analyst at Pareto
Securities. Reppe holds a Master
of Science degree from the Norwe-
gian School of Economics (NHH)
with a major in financial economics.
At 8 April 2024, Reppe and related
parties held 66 701 shares and
22 945 RSU's in NORBIT.
Arild Søraunet
Chief technical officer (CTO)
Arild Søraunet has been the
group’s CTO since 2018. Søraunet
was previously the business man-
ager of the R&D Services part of
the business segment PIR, for-
merly known as ODM. Before that,
he was the CEO of NORBIT Sub-
sea AS from 2011 to 2016, and pro-
ject manager of NORBIT ODM from
2002 to 2011. Søraunet has addi-
tional development engineer expe-
rience from Cavotec Micro-Control
AS between 2000 to 2002 and
Kongsberg Defence & Aerospace
AS from 1997 to 2000. Søraunet
holds a Master of Science in
applied physics from the University
of Tromsø and a Bachelor of Sci-
ence in electronics from Levanger
College of Engineering.
At 8 April 2024, Søraunet and
related parties held 689 448 shares
and 18 698 RSU's in NORBIT.
Stein Martin Beyer
Chief operating officer (COO)
Stein Martin Beyer has been the
group’s COO since 2012. Beyer has
over 35 years of experience within
industrial management and lead-
ership, including more than a dec-
ade in NORBIT and ten years as
CEO of Servi Cylinderservice AS.
Beyer holds a Master of Science in
material technology from the Nor-
wegian University of Technology
(NTNU) and a business economics
degree from BI Norwegian Busi-
ness School.
At 8 April 2024, Beyer and related
parties held 316 458 shares and
21 739 RSU's in NORBIT.
Peter Koldgaard Eriksen
Business unit director Oceans
Peter Koldgaard Eriksen has been
the group’s business unit director
of Oceans since 2016. Koldgaard
Eriksen has 12 years of experience
in NORBIT, seven years in RESON
Inc and Goleta California as CEO,
EVP, group CTO, and in busi-
ness development. He also has 11
years of experience in RESON AS
Slangerup Denmark as an R&D
engineer and R&D manager. During
his time at RESON AS, he worked
as CTO and production manager
and was part of the global man-
agement team. Koldgaard Eriksen
holds a Master of Science in active
vibration control from Aalborg Uni-
versity Center, as well as various
educations from MBA Kellogg Chi-
cago US, HKUST Hong Kong and
Vallendar Germany.
At 8 April 2024, Koldgaard Eriksen
and related parties held 819 370
shares and 35 435 RSU's in NORBIT.
Julie Dahl Benum
Director of Strategy and ESG
Julie Dahl Benum joined NORBIT
in December 2022 as director of
strategy and ESG. Prior to joining
NORBIT, Benum held the posi-
tion of senior manager and head
of strategy in Karabin Impello AS.
She also has experience as pro-
ject manager at NTNU Technology
Transfer AS and as management
consultant at BCG. Benum holds an
MSc degree in industrial econom-
ics and technology management
from the Norwegian University of
Science and Technology (NTNU).
At 8 April 2024, Benum and related
parties held 1 150 shares and 0
RSU's in NORBIT.
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Executive management
CONTENTS
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THIS IS NORBIT
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CORPORATE GOVERNANCE
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SUSTAINABILITY
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FINANCIAL STATEMENTS
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APPENDIX
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CONTACT
BOARD OF DIRECTORS
According to NORBIT’s
articles of association, the
board of directors shall
consist of a minimum of
three and a maximum
of seven directors
elected by the general
meeting. The general
meeting elects the chair
and deputy chair of the
board. At 31 December
2023, NORBIT’s board of
directors comprised five
members.
NORBIT’s board is
composed to be able
to act independently of
any special interests. All
directors are deemed to
be independent of senior
executives, material
business associates and
the company's main
shareholders.
1)
1)
Defined as shareholders holding
10 per cent or more of the shares
Finn Haugan (1953)
Chair
Finn Haugan was the CEO of the
listed company Sparebank 1 SMN
from 1991 to 2019. Haugan has
experience from several board
positions, including chair of Spare-
bank 1 Gruppen, the industry
organisation Finance Norway, and
Norwegian Bank’s Guarantee Fund.
He currently serves as chair of
Sparebank 1 Sør Øst Norge (listed
company), Solon Eiendom AS,
Folkeinvest AS, Sinkaberg Hansen
AS, Borg Forvaltning AS, Elekt AS,
deputy chair of LL Holding AS, and
director of OKEA ASA. Chair of
NORBIT ASA since May 2019 and
re-elected on 4 May 2022 for a
period of two years. Chair of the
remuneration committee.
Haugan attended 13 board meet-
ings in 2023 (100 per cent attend-
ance rate).
Number of shares* at 8 April 2024:
93 998
Bente Avnung Landsnes
(1957)
Deputy chair
Bente Avnung Landsnes served as
the CEO and president of Oslo Børs
ASA and Oslo Børs VPS Holding
ASA from 2006 to 2019. Before that
she was group executive president
of DNBNOR and Gjensidige NOR
Sparebank (2000-2006).
Landsnes
has experience with change and rep-
utation management, financial report-
ing, investor relations, corporate
governance, ESG and digital trans-
formation, amongst others. Since
2019, she has worked as a non-ex-
ecutive director, mentor and advisor.
Landsnes currently serves as chair of
Hvitsten AS, board member of Heim-
staden Bostad AB and board member
of Zagreb Stock Exchange. Deputy
chair since May 2019 and re-elected
on 4 May 2023 for a period of two
years. Member of the audit commit-
tee and the remuneration committee.
Landsnes attended 12 board meet-
ings in 2023 (92 per cent attend-
ance rate).
Number of shares* at 8 April 2024:
74 073
Christina Hallin (1960)
Director
Christina Hallin is currently work-
ing as non-executive director, men-
tor, and advisor within the industrial
sector mainly in Sweden. Hallin
was most recently CEO of SEM
(Swedish Electromagnets AB). Prior
to that Hallin worked more than 35
years within the Volvo group with
executive positions in various disci-
plines, in Sweden and internation-
ally. Hallin is a director in Bulten AB
and SEM AB. Hallin holds a Mas-
ter of Science degree in electrical
engineering from Chalmers Univer-
sity of Technology. Director since 4
May 2022 and elected for a period
of two years.
Hallin attended 13 board meetings
in 2023 (100 per cent attendance
rate).
Number of shares* at 8 April 2024:
0
Trond Tuvstein (1972)
Director
Trond Tuvstein is currently the
CEO of Trym, a real estate and
construction company. In addi-
tion, Tuvstein holds the position as
director in Norges Sjømatråd AS
and Måsøval Eiendom AS. Before
Trym, Tuvstein was the CFO of Sal-
Mar ASA in the period 2013 to 2019.
Prior to that, he spent two years
as the company’s Head of Inves-
tor Relations. In addition, he has
extensive accounting experience,
having worked in partner positions
in audit firms, Pricewaterhouse-
Coopers (PWC) and Systemrevis-
jon. Tuvstein’s core competencies
include financial reporting, strat-
egy and financing, as well as merg-
ers and acquisitions. Director since
May 2019 and re-elected on 4 May
2023 for a period of two years.
Chair of the audit committee.
Tuvstein attended 13 board meet-
ings in 2023 (100 per cent attend-
ance rate).
Number of shares* at 8 April 2024:
32 894
Magnus Reitan (1975)
Director
Magnus Reitan is currently the CEO
of Reitan Kapital AS, the asset man-
agement arm of Reitangruppen,
responsible for managing excess
liquidity for Reitan AS. Reitan has
held various executive positions
within Reitangruppen, both in Nor-
way and internationally. Reitan is
also a director of Reitan AS and
Reitan Convenience AS. Reitan is
educated at the Norwegian School
of Economics and the Norwegian
Business School. Director since 4
May 2022 and elected for a period
of two years. Member of the remu-
neration committee.
Reitan attended 13 board meet-
ings in 2023 (100 per cent attend-
ance rate).
Number of shares* at 8 April 2024:
5 829 083
*
Number of shares includes
shares held by related parties.
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CORPORATE GOVERNANCE
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SUSTAINABILITY
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FINANCIAL STATEMENTS
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APPENDIX
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CONTACT
NORBIT delivered a strong performance in 2023 across its three business segments,
reporting NOK 1 518.9 million in revenues, representing a growth rate of 30 per cent
from 2022. The EBITDA margin came in at 26 per cent. Thus, NORBIT delivered on its
ambition plan one year ahead of schedule and is now embarking on the next phase
of its journey. In February 2024, NORBIT presented an updated strategic roadmap
and long-term financial targets for 2027. The group’s ambition is to deliver organic
revenues in excess of NOK 2.75 billion, an EBIT margin of around 20 per cent and a
return on capital employed of around 30 per cent. In addition, NORBIT continues to
pursue value-accretive acquisitions to accelerate further growth. Based on the group's
strong financial performance, solid balance sheet and positive long-term market
outlook, the board proposes a dividend of NOK 2.55 per share for the fiscal year 2023.
OVERVIEW OF THE BUSINESS
The board of directors’ report for the NORBIT group
(“NORBIT” or “the group”) comprises NORBIT ASA
(“the parent company”) and all subsidiaries. The par-
ent company, NORBIT ASA, is a Norwegian public lim-
ited liability company.
Business and location
quartered in Trondheim, Norway, with manufacturing
and R&D in Norway, Hungary and Canada. NORBIT
has a global sales and distribution platform with sub-
sidiaries in Denmark, Czech Republic, Poland, Aus
-
tria, Hungary, Italy, Singapore, China, Sweden, Croatia,
Slovakia, Brazil, United Kingdom, Chile, United States
and Canada.
NORBIT is organised in three business units: Oceans,
Connectivity and Product Innovation & Realization
(PIR). Oceans delivers tailored technology solutions
to the global maritime markets. The Connectivity seg-
ment provides tailored wireless solutions for identifica-
tion, monitoring and tracking. PIR offers R&D services
and products and contract manufacturing.
Through its three business segments, NORBIT has a
diversified business model where the segments are
exposed to different market drivers, customer bases
and risks. The group’s diversified offering across its
segments makes NORBIT well positioned to meet var-
ious market scenarios.
A further description of each business unit is pre-
sented under the section “Business segments”.
Summary of the year
2023 was another rewarding year for NORBIT where
strong operational performance yielded new record
results for the group. During the year, the targets for
both revenues and margins were increased, and NOR-
BIT was able to deliver on its ambition plans one year
ahead of schedule.
In total, revenues grew by 30 per cent to reach NOK 1
518.9 million supported by strong demand across the
three business segments. The operating profit before
depreciation and amortisation (EBITDA) came in at
NOK 391.8 million, an increase of 67 per cent from
2022, resulting in a margin of 26 per cent for the year.
During the year, NORBIT continued to strengthen its
operations, market position and technology platform.
In 2023, over 80 new colleagues were welcomed into
the family, new products were launched to the market
and
continued investments were made in R&D and
machinery equipment to prepare for further growth.
In 2023, NORBIT made three acquisitions to
strengthen its strategic position. The IoT start-up CPS
AS strengthened the Connectivity segment's posi
-
tion on design, development and industrialisation
of custom IoT-ready devices. The Oceans segment
strengthened its market position with the acquisi-
tion of Seahorse Geomatics, Oceans’ distributor and
reseller in the North American market, and with the
acquisition of Ping Digital Signal Processing Inc, a
Canadian maritime technology company with a com-
plementary product portfolio.
NORBIT ended the year with a strong financial plat-
form and a robust balance sheet due to the strong
results achieved. Considering the performance of the
year, the board has proposed an increase in the divi-
dend to NOK 2.55 per share, consisting of a NOK 1.55
per share ordinary dividend and a NOK 1.00 per share
extraordinary dividend.
In February 2024, NORBIT announced an updated
strategic roadmap and new long-term financial targets
for 2027. The group’s ambition is to deliver organic
revenues in excess of NOK 2.75 billion, an EBIT mar-
gin of around 20 per cent and a return on capital
employed of around 30 per cent. In order to accelerate
growth beyond the organic target, NORBIT will con-
tinue to explore value-accretive acquisitions through
its defined criteria. For more information about these
targets and strategic priorities, please see page 9 of
the annual report.
FINANCIAL REVIEW
All amounts in brackets are comparative figures for
2022 unless otherwise specifically stated.
Accounting policies, responsibility statement
and going concern
The following financial review is based on the con
-
solidated financial statements of NORBIT ASA and its
subsidiaries. The statements have been prepared in
accordance with the International Financial Reporting
Standards (IFRS).
In the view of the board, the income statement, the
statements of comprehensive income, changes
in equity and cash flow, the balance sheet and the
accompanying notes provide satisfactory information
about the operations, financial results and position
of the group and the parent company at 31 Decem-
ber 2023.
Pursuant to section 3-3a of the Norwegian Accounting
Act, it is confirmed that the accounts have been pre-
pared based on the assumption that NORBIT is a going
concern, and the board confirms that this assumption
continues to apply.
Consolidated statement of income
Total operating revenues for 2023 amounted to NOK
1 518.9 million (NOK 1 167.5 million), corresponding to
an increase of 30 per cent from the year before. The
Oceans segment achieved an increase in revenues of
35 per cent, driven by higher sonar sales across mul-
tiple geographies. Revenue growth was strongest in
the Connectivity segment, reporting an increase of 75
per cent, primarily supported by strong demand for
DSRC technology, in particular for On-Board Units.
The PIR segment reported a decline in revenues of
10 per cent. However, adjusting for the effect of cus-
BOARD OF DIRECTORS’ REPORT FOR 2023
ANOTHER RECORD YEAR AND NEW AMBITIONS SET
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APPENDIX
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CONTACT
tomer reimbursement of extraordinary material costs,
the underlying growth in the segment was 16 per cent.
The underlying increase from 2022 was attributable
to higher sales of contract manufacturing.
Raw material expenses and change in inventory
amounted to NOK 614.7 million (NOK 549.5 million).
The increase from the prior year reflects the higher
activity level. Gross margin was 60 per cent in 2023
(53 per cent).
Employee benefit expenses amounted to NOK 360.3
million (NOK 250.2 million). The increase is primarily
explained by a general strengthening of the organi-
sation to support further growth, strategic initiatives,
a depreciating Norwegian krone and acquisitions
throughout 2023.
Other operating expenses were NOK 152.2 million
(NOK 132.4 million). The increase from 2022 is related
to a general activity increase.
Operating profit before depreciation and amortisation
(EBITDA) amounted to NOK 391.8 million (NOK 235.3
million), corresponding to an EBITDA margin of 26 per
cent (20 per cent).
Depreciation and amortisation were NOK 107.7 mil-
lion (NOK 86.5 million), with the increase explained by
amortisation on completed R&D investments, depreci-
ation of investments made during 2023, as well amor-
tisation of excess values of intangible assets in relation
to acquisitions.
Operating profit for 2023 was NOK 284.2 million (NOK
148.8 million) corresponding to a margin of 19 per cent
(13 per cent).
Net financial items amounted to negative 38.1 NOK
million for the full year (negative NOK 28.0 million),
mainly explained by an increase in interest expenses
following higher interest rates.
NORBIT recorded a profit before taxes of NOK 246.0
million (NOK 120.8 million). Tax expenses amounted to
NOK 60.8 million for 2023 (NOK 14.1 million).
Consequently, profit for the year ended at NOK 185.3
million (NOK 106.7 million) and diluted earnings per
share were NOK 3.10 (NOK 1.82).
Consolidated statement of financial position
NORBIT had total assets of NOK 1 496.4 million at 31
December 2023, an increase from NOK 1 220.8 mil-
lion at the end of 2022.
Total non-current assets amounted to NOK 655.2 mil-
lion at 31 December 2023, up from NOK 547.8 million
the year before, of which the largest items include
intangible assets, property, plant and equipment and
goodwill.
Intangible assets rose to NOK 303.2 million (NOK
258.8 million) primarily due to NOK 60.2 million in
investments in R&D (NOK 60.5 million) and NOK 42.5
million in additions from acquisitions, partly offset by
amortisation. Total investments in R&D during 2023
corresponded to 4.0 per cent of revenues for 2023
(5.2 per cent).
Property, plant and equipment (including right-of-use-
assets) increased to NOK 220.5 million (NOK 187.7
million), mainly explained by NOK 46.3 million invest-
ments and additions of NOK 32.0 million in right-of-
use assets, partly offset by depreciations of NOK 48.6
million.
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Goodwill amounted to NOK 111.1 million (NOK 84.4 mil-
lion). The increase is primarily explained by preliminary
allocation of goodwill in relation to the acquisition of
Ping Digital Signal Processing Inc.
Total current assets amounted to NOK 841.1 million, up
from NOK 673.0 million at 31 December 2022.
At 31 December 2023, inventories amounted to NOK
562.0 million, compared to NOK 426.3 million at the
end of 2022. The increase in the inventory level is
primarily related to the increased activity and NOR-
BIT securing components to safeguard deliveries due
to a challenging market for supply of electronic com-
ponents.
Trade receivables were NOK 170.3 million at 31 Decem-
ber 2023, on par with the level as per the end of 2022
(NOK 168.0 million).
Cash and cash equivalents amounted to NOK 60.7
million at 31 December 2023, up from NOK 41.7 mil-
lion at the end of 2022.
Total liabilities were NOK 702.9 million at year-end
2023, up from NOK 621.5 million at 31 December 2022,
of which the largest items include interest-bearing bor-
rowings, trade payables and other current liabilities.
Total equity ended at NOK 793.4 million, up from NOK
599.3 million at 31 December 2022. This represents an
equity ratio of 53 per cent (49 per cent). The increase
is mainly explained by NOK 185.3 million in profit for
the period, and share issues of NOK 47.9 million in
connection with incentive programmes for employ-
ees and acquisitions, partly offset by NOK 41.6 million
in dividends paid.
Consolidated statement of cash flows
Operating activities generated a cash flow of NOK
345.7 million for 2023 (NOK 85.7 million), including
a net decrease in working capital of NOK 11.9 million
(increase of NOK 110.9 million). The decrease is mainly
driven by customer advances and increase in trade
payables, partly offset by an increase in inventories.
Cash flow used for investment activities was NOK
149.0 million for the year (NOK 91.9 million). The invest-
ments mainly consist of NOK 42.6 million in net cash
outflow related to the acquisitions of CPS AS, Sea-
horse Geomatics Inc. and Ping Digital Signal Process-
ing Inc. and shares in the EV-charger company Enua,
NOK 60.2 million in R&D investments and NOK 46.3
million investments in property, plant and equipment.
Financing activities generated a cash outflow of NOK
177.7 million (cash inflow of NOK 26.2 million), primar-
ily explained by an decrease in interest-bearing bor-
rowings of NOK 129.6 million and NOK 41.6 million in
dividends paid.
Financing and capital structure
At the end of 2023, NORBIT had NOK 211.5 million in
interest-bearing borrowings (NOK 337.4 million) and
NOK 150.8 million (NOK 295.6 million) when adjust-
ing for cash and cash equivalents. NORBIT had NOK
530.0 million in undrawn committed credit facilities at
31 December 2023.
The group had four main loan facilities per end 2023,
comprising of a long-term revolving credit facility
(RCF), a short-term overdraft facility and two term
loans. The credit limits are NOK 200 million and NOK
350 million on the RCF and overdraft facility, respec-
tively.
The RCF and one of the term loans are priced at a
margin of 1.80 per cent p.a. The margin on the over-
draft facility is 1.40 per cent p.a, while the margin on
the other term loan is 2.15 per cent p.a. Maintaining
a low funding cost and optimising the cost of capital
are key priorities in the capital management policy.
NORBIT has a policy of maintaining a leverage ratio,
defined as net-interest-bearing borrowings (including
leasing liabilities) divided by EBITDA, in the range of
1.0 – 2.5x. At the end of 2023, the ratio was 0.5x (1.4x).
The equity ratio was 53 per cent (49 per cent).
Further information regarding NORBIT’s capital man-
agement policy can be found in note 21 to the finan-
cial statements.
PARENT COMPANY RESULTS AND
ALLOCATION OF NET PROFIT
The financial statements for the parent company are
prepared in accordance with the Norwegian Account-
ing Act and generally accepted accounting principles
in Norway.
The parent company had a profit before taxes of NOK
256.7 million (a profit of NOK 121.2 million). After a tax
expense of NOK 54.9 million (NOK 28.4 million), the
company recorded a net profit of NOK 201.8 million
(net profit of NOK 92.8 million).
Dividends
The board proposes the following allocation of the
net profit for the parent company:
Amounts in NOK million
Dividend (NOK 2.55 per share)
152.9
Transferred to other equity
48.9
The board's proposed dividend to the annual general
meeting consists of an ordinary dividend of NOK 1.55
per share, representing 50 per cent of the reported
net profit, in addition to an extraordinary dividend of
NOK 1.00 per share.
For the fiscal year 2022, NORBIT paid dividends in
the aggregate amount of NOK 41.6 million (NOK 0.70
per share).
For more information on NORBIT’s dividend policy,
please see page 10.
SEGMENT INFORMATION
NORBIT is organised in three operating segments:
Oceans, Connectivity and Product Innovation & Real
-
ization (PIR).
Oceans
Financial review
Revenues for the segment amounted to NOK 599.0
million in 2023, representing an increase of 35 per
cent from 2022 (NOK 443.0 million). Revenue growth
was primarily driven by increased demand for sonars
and related services, leading to growth in sonar sales
of 41 per cent to NOK 509.1 million in 2023. During
the year, Oceans continued to invest in the platform,
expanding product offering into new applications.
The segment has a highly diversified customer base
worldwide, with the five largest customers in 2023
accounting for approximately 14 per cent of revenues.
Approximately 50 per cent of the revenues were gen-
erated from customers in Europe, Africa and Middle
East, 27 per cent in Americas and reminder in Asia-Pa-
cific.
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Gross profit for the year ended at NOK 423.0 million
(NOK 293.2 million), resulting in a gross margin of 71
per cent (66 per cent). The increase in the gross mar-
gin is a result of lower share of sales on commission
and favourable product mix.
Operating expenses for segment Oceans, including
employee expenses and other operating expenses,
amounted to NOK 211.9 million for 2023 (NOK 145.6
million). The increase is explained by a general
strengthening of the organisation to support long-term
growth and strategic initiatives, acquisitions through-
out 2023 and a depreciating Norwegian krone.
EBITDA for the Oceans segment was NOK 211.1 million
for 2023 (NOK 147.6 million), representing a margin of
35 per cent (33 per cent). The improved results are
due to increased sales combined with higher gross
margins.
EBIT was NOK 165.7 million in 2023 (NOK 114.4 million),
corresponding to a margin of 28 per cent (26 per cent).
In 2023, NORBIT made two acquisitions to strengthen
the strategic position of Oceans. In April, NORBIT
acquired the business and certain assets from Sea-
horse Geomatics Inc, Oceans’ distributor and reseller
in the North American market, for total consideration
of NOK 26.2 million. In October, NORBIT completed
the acquisition of 100 per cent of the shares in Ping
Digital Signal Processing Inc, a Canadian maritime
technology company. The company has developed
an interferometric side scan sonar technology which
is complementary to the current product portfolio in
Oceans, thus broadening the product offering in the
segment. Total consideration paid in shares and cash
at closing was NOK 39.5 million.
Connectivity
Financial review
Revenues for Connectivity amounted to NOK 540.3
million for 2023 (NOK 308.0 million). The increase was
largely explained by higher sales of On-Board Units,
where revenues increased to NOK 295.7 million in
2023 (NOK 135.6.0 million). Revenues relating to DSRC
technology increased to NOK 447.8 million compared
to NOK 231.0 million in 2022. Subscription and e-toll
revenues amounted to NOK 92.4 million compared to
NOK 77.0 million in 2022.
Connectivity has a concentrated customer base with
blue chip clients, where the five largest customers
accounted for 73 per cent of revenues. Approximately
99 per cent of the revenues were generated from cus-
tomers in Europe.
Gross profit for the year ended at NOK 331.9 million
(NOK 198.3 million), resulting in a gross margin of 61
per cent (64 per cent). The lower gross margin is a
result of product mix.
Operating expenses for segment Connectivity
amounted to NOK 146.6 million for the full year of 2023
(NOK 121.0 million). The increase is primarily explained
by higher payroll expenses due to allocation of costs
from the factories, a stronger Hungarian forint versus
the Norwegian krone as 40 to 50 per cent of operat-
ing expenses are forint-based, and lower capitalisa
-
tion of internal R&D.
For the full year of 2023, EBITDA for Connectivity
totaled NOK 185.3 million (NOK 77.4 million), repre-
senting an EBITDA margin of 34 per cent (25 per cent).
The increase in EBITDA is a result of the increase in
revenues.
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EBIT was NOK 139.3 million in 2023 (NOK 40.5 mil-
lion), corresponding to a margin of 26 per cent (13
per cent).
In January, NORBIT acquired the IoT start-up CPS AS,
included in the Connectivity segment. CPS designs,
develops and industrialises custom IoT-ready devices
for various areas of application across a number of
industry segments. The total consideration paid was
NOK 12.6 million.
Product Innovation & Realization (PIR)
Financial review
Revenues for PIR amounted to NOK 411.8 million for
2023 (NOK 456.5 million), representing a decrease of
10 per cent. During the year, PIR invoiced customers
NOK 6.6 million (NOK 106.7 million) to receive reim-
bursement for extraordinary material costs due to a
challenging supply market for certain components.
Adjusted for this effect, underlying revenues grew by
16 per cent. Revenue growth was driven by higher
sales of contract manufacturing. In 2023, contract
manufacturing represented 77 per cent of the reve-
nues in the segment, while R&D services and prod-
ucts and customer reimbursements represented the
remainder. Within contract manufacturing, approxi-
mately 45 per cent of the revenues related to the auto-
motive industry.
PIR has a relatively fragmented customer base with
clients predominately in Europe. The five largest cus-
tomers accounted for 53 per cent of revenues in 2023.
Approximately 92 per cent of the revenues were gen-
erated from customers in Europe.
Gross profit for the year ended at NOK 178.6 million
(NOK 149.1 million), resulting in a gross margin of 43
per cent (33 per cent). Adjusted for the customer reim-
bursement effect, the gross margin was 44 per cent for
the year, compared to 43 per cent in 2022.
Operating expenses for the PIR segment amounted
to NOK 126.6 million for 2023 (NOK 101.3 million). The
increase is primarily explained by payroll expenses
due a strengthening of the organisation to deliver on
the revenue growth.
EBITDA for the year was NOK 52.0 million (NOK 47.8
million), representing a margin of 13 per cent (10 per
cent).
EBIT was NOK 34.7 million in 2023 (NOK 34.0 million),
corresponding to a margin of 8 per cent (7 per cent).
EVENTS AFTER THE BALANCE SHEET DATE
There were no subsequents events after the balance
sheet date.
RESEARCH AND DEVELOPMENT
Investments in research and development (R&D) is
an important part of NORBIT’s strategy to develop
new and innovative technological solutions to sup-
port long-term growth. In 2023, the group invested a
total of NOK 60.2 million in R&D (NOK 60.5 million),
representing 4.0 per cent of the revenues for the year.
A significant part of NORBIT’s investments in R&D in
2023 was allocated to the Oceans and Connectiv-
ity segments to further broaden the product offering.
In 2024, NORBIT expects its R&D investments to be
between NOK 65 and 75 million.
RISKS AND RISK MANAGEMENT
NORBIT is subject to several risks which may affect the
group’s operations, performance, finances and share
price. These risk factors are further described below.
These risks are monitored by the corporate manage-
ment and reported to the board on a regular basis.
Operational risk
NORBIT considers shortage of supply of consuma-
bles/electronic components to be the main opera-
tional risk. While production is an in-house capability,
NORBIT relies on a significant supply of components
to produce and deliver its products and solutions. A
large portion of the components are purchased in a
global market. The supply market for components
improved during 2023. However, for certain semicon-
ductor components the supply market is still challeng-
ing. Lead times are generally improving but remain
elevated for certain components with a corresponding
low visibility. To some extent, this impacts the sched-
uling of planned deliveries, leading to delays. There
is also a risk that customers may reschedule orders
due to challenges in their own supply chain, beyond
the scope of NORBIT.
NORBIT has maintained a strategy of keeping extra
inventory of electronic components to maintain flex-
ibility, which has been a successful strategy in the
challenging component market.
NORBIT is working actively to manage and mitigate
the risk of supply shortage by evaluating the use of
component equivalents in close dialogue with cus-
tomers, as well as working with suppliers to secure the
raw material components needed to deliver accord-
ing to plans. The increase in inventory requires care-
ful management, as changes in market dynamics or
reduced demand may negatively impact NORBIT
as a supplier, potentially leading to obsolete inven-
tory that has not been provided for in the financial
statements.
Price increases on raw materials components continue
to persist. Over the last year, inflation has become
broader and remains elevated. Combined, this leads
to upwards pressure on the cost base. NORBIT contin-
ues to manage inflation by taking appropriate meas-
ures to maintain acceptable margins.
Market risk
The group’s activities are international, with the deliv-
ery of high-technology products, systems and solu-
tions with related services to a variety of markets and
customers. Market risk can therefore vary somewhat
within these different segments. Further, the group
has exposure to a wide range of industries through its
engineering and manufacturing services, as it covers
a wide variety of industrial customers.
Each operating segment is exposed to a separate
competitive landscape. Increased competition in the
markets where the group operates may have a mate-
rial adverse effect on the group’s business, results
and cash flow.
Geopolitical risk
NORBIT is a global group of companies with approx-
imately 80 per cent of its revenues generated out-
side of Norway. Furthermore, a large part of the raw
material components is purchased in a global market.
Business operations are thus significantly dependent
on foreign trade. As a result, NORBIT’s operations are
subject to a variety of country, regulatory and political
risks, including, but not limited to, regulatory changes,
trade barriers, restrictive government actions and
changes in law and policies. Sourcing of components
might also be subject to tariffs or increased costs,
which may not be recoverable.
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Financial risk
NORBIT is exposed to several financial risks. Note 5
to the financial statements explains the group’s expo-
sure to financial risks and how these could affect the
group’s future financial performance. Financial risks
are managed centrally by the finance department.
Interest rate risk
The group’s main interest rate risk arises from borrow-
ings with variable rates in EUR, USD and NOK, which
expose the group to cash flow interest rate risk. NOR-
BIT had no financial instruments designated to hedge
interest rate risk as per the end of 2023.
Trade and other receivables and trade and other pay-
ables are interest free and with a term of less than one
year, hence there is no interest rate risk associated
with these financial assets and liabilities.
Currency risk
NORBIT has international operations and clients and is
exposed to currency risk through customer contracts
and purchase of products and services in currencies
other than the functional currency (NOK). NORBIT is
primarily exposed to EUR and USD currencies.
Fluctuations in exchange rates can lead to increased
or decreased profit margin in contracts with custom-
ers compared to the initial project calculus. The group
was a net seller of EUR and a net buyer of USD dur-
ing 2023.
The group rebalances the short-term (within 90 days)
main currency exposures on a monthly basis in order
to have a neutral currency position on trade receiva-
bles, trade payables and cash. NORBIT had no finan-
cial instruments designated to hedge currency risk as
per the end of 2023.
Credit risk
The group is exposed to credit risk related to cash and
cash equivalents, trade receivables and other current
receivables. Cash is held with reputable banks with
strong credit ratings and low credit risk. Receivables
carry a higher credit risk due to the fact that NORBIT
conducts its business with a fragmented customer
base. Historically, NORBIT has had limited losses on
its receivables.
The exposure to credit risk is monitored on an ongoing
basis within the finance department as a risk mitigating
action. The group’s receivables are not credit insured.
Liquidity risk
Liquidity risk is the risk that the group is unable to meet
the obligations associated with its financial liabilities.
For NORBIT, liquidity risk is managed by maintain-
ing sufficient cash deposits and available committed
credit lines that the group can draw on to meet its obli-
gations as they occur. NORBIT has a centrally man-
aged multi-currency cash pool arrangement where
most subsidiaries are connected. The liquidity trend
is monitored frequently, supported by budgets and
forecasts.
At 31 December 2023, NORBIT had NOK 530.0 million
in undrawn credit facilities.
CORPORATE GOVERNANCE
NORBIT ASA is subject to annual corporate govern-
ance reporting requirements under §3-3b of the Nor-
wegian Accounting Act and the Norwegian Code of
Practice for Corporate Governance, cf. section 4.4 of
the Oslo Stock Exchange Rule Book II. The Account-
ing Act may be found (in Norwegian) at
www.lovdata.
no
. The Norwegian Code of Practice for Corporate
Governance may be found at
www.nues.no
. NOR-
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BIT ASA follows the Norwegian Code of Practice for
Corporate Governance, and the company’s practice
is in accordance with these recommendations. The
annual statement on corporate governance for 2023
has been approved by the board and can be found in
the corporate governance section on page 28 of this
annual report.
CORPORATE SOCIAL RESPONSIBILITY
NORBIT is required to report on its corporate social
responsibility and selected related issues under §3-3a
and §3-3c of the Norwegian Accounting Act, as well as
provide an annual statement on its efforts to secure
equal opportunities under §26-a in the Equality and
Anti-discrimination Act of Norway.
NORBIT has chosen to report on its efforts to inte-
grate environment and climate issues, social condi-
tions and working environment (hereunder injuries,
sickness leave, equality and non-discrimination,
respect for human rights and measures against cor-
ruption and bribery) in the sustainability section of
the annual report, approved by the board of directors.
The detailed reporting on all relevant topics can be
found from page 37.
EMPLOYEES AND ORGANISATION
NORBIT is a global group of companies with employ-
ees in 20 jurisdictions, having a broad skillset and a
diverse background. In 2023, NORBIT had an average
workforce of 498 full time equivalents (FTEs), com-
pared to an average of 418 in 2022. The average work-
force in Norway was 322 FTEs in 2023 and 176 FTEs
outside of Norway.
Employee share purchase programmes
In July 2023, incentive share purchase programmes
for all NORBIT employees were approved by the board
of directors. In total, 183 employees participated in
the programmes. The share purchase programme is
structured as a share matching programme where
participants are offered the opportunity to acquire
shares at market value, and in turn, obtain a right
to receive compensation in new shares equivalent
to their invested amount after 24 months if certain
conditions are met.
Director’s and officers’ liability insurance
NORBIT ASA has a directors and officers liability insur-
ance for the group, including the parent company and
its subsidiaries. The insurance covers the board mem-
bers, CEO and members of the management team.
The insurance comprises personal legal liabilities,
including defense and legal costs.
OUTLOOK
A record year supports increased dividends,
positive outlook for 2024
As a result of solid operational performance and con-
tinued strong demand, NORBIT ended 2023 by deliv-
ering on its ambitions one year ahead of target, with
revenues surpassing NOK 1.5 billion and the EBITDA
margin coming in at 26 per cent. All three business
segments contributed positively to the development
with underlying growth and margin improvement.
Considering the strong performance and NORBIT’s
solid financial position, the board of directors pro-
poses an ordinary dividend of NOK 1.55 per share. In
addition, the board proposes an extraordinary divi-
dend of NOK 1.00, bringing the total dividend to NOK
2.55 per share for the fiscal year 2023. When propos-
ing the annual dividend, the board has considered the
company’s financial position, investment plans and the
necessary financial flexibility to provide for sustainable
growth. Considering NORBIT’s solid liquidity position
and balance sheet, the board considers the financial
capacity for further profitable growth to be strong.
The board is optimistic about the outlook for the year.
The target for 2024 is to deliver revenues of NOK 1.7
– 1.8 billion, supported by growth in all three busi-
ness segments. First half revenues are expected to
be in line with the level reported in the corresponding
period of 2023. The EBIT margin for the year is tar-
geted to be in line with that of 2023. As in previous
years, quarterly seasonal fluctuations are expected,
along with the impact of currency movements as a
substantial share of NORBIT’s revenues is denomi-
nated in foreign currencies.
Continued long-term growth will require further invest-
ments in R&D to broaden the product portfolio and in
manufacturing equipment. In 2024, NORBIT expects
its R&D investments to be NOK 65 – 75 million. Invest-
ments in fixed assets are anticipated to be NOK 90 –
100 million with a significant share of the investments
being allocated to the factories to increase production
capacity and de-risk operations.
Update on the strategic roadmap and new long-
term financial targets towards 2027
Concluding two consecutive strategy periods since
the listing in 2019, NORBIT has demonstrated its abil-
ity to grow profitably and deliver on the targets set
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by developing and introducing new innovative solu-
tions through a global sales and distribution network.
Since 2018, the annual revenue growth has been 28
per cent, and the EBIT margin has increased from 9
per cent to 19 per cent. This in a period with a global
pandemic lockdown and a subsequent challenging
market for supply of components, during which stra-
tegic priorities and operational performance were
stress tested.
NORBIT is now preparing for the next phase with an
updated strategic roadmap and new financial tar-
gets. A landscape shaped by global shifts towards
resilience, digitalisation and sustainability represents
opportunities for expansion and innovation across all
NORBIT’s segments. Growth in the blue economy,
shift towards renewable energy, alongside geopo-
litical unrest drives increased demand for NORBIT’s
advanced seabed exploration, inspection, and secu-
rity surveillance solutions in the Oceans segment.
For the Connectivity segment, there is an increased
demand for digital transformation of operations, in
addition to technologies enabling safe and green
mobility. These global mega-trends further impact
supply chains, positioning Norway - and consequently,
the PIR segment - as a pivotal and reliable centre for
R&D and contract manufacturing excellence.
NORBIT’s ambition in 2027 is to deliver organic reve-
nues in excess of NOK 2.75 billion and an EBIT margin
of around 20 per cent. Combined with active balance
sheet management, the targeted return on capital
employed is around 30 per cent.
As part of the capital allocation framework, NORBIT
will continue to remain a financially robust company,
supporting the flexibility needed to grow towards
the set targets by investing and employing capital
in accretive R&D projects and expanding production
capacity. In order to accelerate growth beyond the
organic target, NORBIT will continue to explore val-
ue-accretive acquisitions through its defined criteria.
Capital left shall be distributed to the shareholders
subject to the financial policy. In presenting the new
targets, the board has decided to amend the dividend
policy by aligning it with the capital allocation frame-
work and capital structure targets. The dividend policy
is to pay out annual ordinary dividends between 30
and 50 per cent of the company’s net profit after tax,
with the intention to pay out potential excess capital
as extraordinary dividends.
The board remains optimistic about NORBIT’s long-
term outlook. The group’s diversified product offer-
ing targeting multiple industries and geographies,
combined with the organisation’s ability to leverage
megatrends and to successfully introduce new mar-
ket-driven innovation, makes the company robust.
The board wishes to thank shareholders and external
stakeholders for their continued support, as well as
thank all employees for their efforts and for the results
achieved in 2023.
Trondheim, Norway, 8 April 2024
The board of directors and CEO
NORBIT ASA
Finn Haugan
Bente Avnung Landsnes
Christina Hallin
Chair of the board
Deputy chair of the board
Director
Trond Tuvstein
Magnus Reitan
Per Jørgen Weisethaunet
Director
Director
Chief executive officer
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NORBIT aims to maintain a high standard of corporate governance. Good corporate
governance strengthens the confidence in the group and contributes to long-term
value creation by regulating the division of roles and responsibilities between
shareholders, the board of directors and executive management.
Corporate governance at NORBIT ASA (the “com-
pany”) shall be based on the following main principles:
^
All shareholders shall be treated equally.
^
NORBIT shall maintain open, relevant and
reliable communication with its stakeholders,
including its shareholders, governmental bodies
and the public about its activities.
^
NORBIT’s board of directors shall be
autonomous and independent of the executive
management.
^
The majority of the directors shall be
independent of major shareholders.
^
There shall be a clear division of roles and
responsibilities between shareholders, the
board and management.
NORBIT’s corporate governance principles are in
accordance with the Norwegian Accounting Act §3-3b
and based on the current Norwegian Code of Practice
(the Code) for Corporate Governance, most recently
issued on 14 October 2021. The Code is available at
www.nues.no
.
A review and presentation of NORBIT’s compliance with
the Code’s recommendations follow herein. NORBIT’s
principles are consistent with the recommendations.
1.
IMPLEMENTATION AND REPORTING
ON CORPORATE GOVERNANCE
NORBIT’s corporate governance principles are deter-
mined by the board of directors (the “board”), which
has the overall responsibility for ensuring that the
group has a high standard of corporate governance.
The board has prepared a corporate governance pol-
icy document addressing the framework of guidelines
and principles regulating the interaction between
the shareholders, the board and the Chief Executive
Officer (the CEO).
The purpose of the corporate governance policy
is to ensure appropriate separation of roles and
responsibilities between shareholders, the board
and executive management, as well as to ensure
satisfactory controls of the group’s business activi-
ties. The board and executive management perform
an annual assessment of its principles for corporate
governance.
Deviations from the Code: None
2.
BUSINESS
NORBIT is a global company providing tailored tech-
nology to selected applications. The business pur-
pose is set out in the company’s Articles of Association
as:
"The company is the parent company of an interna-
tionally focused technology group which provides
custom-made high-technology products in selected
niche markets. This is done through acquisition, man-
agement and trading in shares, partnership interests
and other securities."
REPORT ON THE NORWEGIAN CODE OF PRACTICE FOR CORPORATE GOVERNANCE
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The board has defined clear objectives, strategies and
risk profiles for the group, to ensure sustainable value
creation for the shareholders. The board evaluates
the company’s objectives, strategy and risk profiles
at least yearly, and when carrying out this work, the
board takes into account financial, social and envi-
ronmental considerations. NORBIT’s ambition is to
contribute to sustainable development both by act-
ing responsibly in the group’s own operations (inter-
nal focus) and by developing and selling products
that contribute to solving sustainability challenges
for customers and the society at large (external focus).
Further details about this work can be found in the
sustainability section of this report.
Deviations from the Code: None
3.
EQUITY AND DIVIDENDS
The board is committed to maintaining a satisfactory
capital structure for the group according to the group’s
goals, strategy and risk profile, thereby ensuring that
there is an appropriate balance between equity
and other sources of financing. The board regularly
assesses the capital requirements related to the
group’s strategy and risk profile.
Equity
At 31 December 2023, the group’s equity was NOK
793.4 million, which corresponds to an equity ratio of
53 per cent. The board considers NORBIT’s financial
position to be solid with the necessary capacity to sup-
port its objectives, strategy and risk profile.
Dividends
The board has established a clear and predictable
dividend policy as detailed on page 10 of the annual
report. Based on the financial results for 2023, the
board proposes a dividend of NOK 2.55 per share
consisting of a NOK 1.55 per share ordinary dividend
and a NOK 1.00 per share extraordinary dividend.
Board authorisations
In the event that a board authorisation is proposed for
a capital increase, acquisition of treasury shares or sim-
ilar, or for multiple purposes, each authorisation should
be treated as a separate issue and subject to vote by
the general meeting. Board authorisations are valid
for such periods as the shareholders’ meeting decides.
Authorisations to the board to increase the share capital
or to buy own shares will normally not be given for peri-
ods longer than until the next annual general meeting.
It follows from the purpose of the authorisations that
the board may need to waive existing shareholders’
preference rights, which is permitted under the terms
of the authorisations concerned.
At the annual general meeting in 2023, the board was
granted the following authorisations:
^
To increase the company’s share capital by up to
an aggregate nominal value of 20 per cent of the
total share capital, or 11 839 839 shares, in con-
nection with investments, acquisitions, mergers,
demergers and other transactions.
^
Increase in the company’s share capital by up
to 2 per cent of the share capital, or 1 183 983
shares, in connection with incentive programmes
to the group’s employees.
^
Acquisition of treasury shares by up to an aggre-
gate nominal value of 10 per cent of the share
capital, or 5 919 919 shares, for defined purposes.
All board authorisations are valid up until the next annual
general meeting which will be held on 6 May 2024.
Share issues
In 2023, and based on the authorisation above, the
board resolved to increase the share capital in con-
nection with the following events, each with a par
value of NOK 0.10:
^
The acquisitions of CPS AS, Seahorse
Geomatics Inc and PING Digital Signal
Processing Inc., through the issuance of a
total of 760 397 consideration shares to the
sellers.
^
The incentive share purchase programmes to
employees, through the issuance of 263 572
new shares.
^
The exercise of restricted stock units by
executive management through the issuance
of 92 307 new shares.
^
Purchase of 26 728 shares from primary
insiders in relation to shares awarded in
incentive programmes to cover tax liabilities.
All board resolutions in relation to the above author-
isations have been in compliance with the general
meetings decisions.
Deviations from the Code: None
4.
EQUAL TREATMENT OF
SHAREHOLDERS
NORBIT has a single class of shares, and all shares
carry the same rights in the company. Equal treatment
of shareholders is essential in NORBIT’s corporate gov-
ernance principles. In the event of capital increases
based on authorisations issued by the general meeting,
where the existing shareholders’ pre-emptive rights
are set aside, the board will justify this through a public
announcement in connection with the capital increase.
Any transactions in the company’s own shares are
carried out through the stock exchange or at prevail-
ing market price.
Deviations from the Code: None
5.
SHARES AND NEGOTIABILITY
NORBIT’s shares are freely tradeable and there are
no restrictions on owning or voting for shares. The
shares are registered in the Norwegian Central Securi-
ties Depository (VPS). The company's registrar is DNB
Markets. The shares carry the securities number ISIN
NO 0010856511.
Deviations from the Code: None
6.
GENERAL MEETINGS
NORBIT encourages its shareholders to participate
at the general meeting, the company’s highest deci-
sion-making body. Only those who are shareholders
five business days prior to the general meeting (the
record date) have the right to participate and vote at
the general meeting. The annual general meeting for
2024 will take place on 6 May 2024.
Pursuant to article 8 of the company’s articles of asso
-
ciations, shareholders who wish to participate at the
general meeting shall notify the company of this within
a deadline which is set out in the notice of the general
meeting, and which cannot expire earlier than two
business days prior to the general meeting.
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Shareholders have the right to request to attend elec-
tronically to vote directly on individual agenda items.
Shareholders unable to attend may also submit their
vote in advance of the meeting or vote by proxy. The
procedures for advance voting and for providing proxy
voting instructions will be described in the meeting
notification and published on the company website.
Shareholders may also send notification of their
attendance, using the form provided, by post or email
to the company’s account manager DNB, or via the
company’s website,
www.norbit.com
.
The full notice for general meetings shall be sent to the
shareholders no later than 21 days prior to the meet-
ing. The board will ensure that the notice includes
information about the proposed resolutions and that
supporting information is sufficiently detailed to allow
shareholders to form a view on all matters to be con-
sidered at the meeting. Notices shall provide informa-
tion on procedures that shareholders shall observe in
order to participate in and vote at the general meeting.
The notice should also set out: (i) the procedure for
representation at the meeting through a proxy, includ-
ing a form to appoint a proxy, and (ii) the right for share-
holders to propose resolutions in respect of matters
to be dealt with by the general meeting. The form for
the appointment of a proxy should also be designed
to make voting on each individual matter possible.
In accordance with article 8 of the company’s articles
of association, documents relating to matters to be
addressed at a general meeting of shareholders shall
be made available on NORBIT’s website. The same
applies to documents which by law must be included
in or attached to the invitation to attend the general
meeting. If the documents are made available in this
way, the statutory requirement with respect to dis-
tribution to shareholders is not applicable. A share-
holder may nevertheless ask to be sent documents
relating to matters to be discussed at a general meet-
ing by post.
Meeting chair and voting
The general meeting elects the person to chair the
meeting. The board and the chair of the nomination
committee should attend the general meetings. The
company’s auditor is expected to attend the general
meetings when the matters to be dealt with are of such
nature that this is considered necessary. The general
meeting elects the members of the nomination com-
mittee and shareholder elected directors.
Minutes of the general meeting will be published as
soon as practical via the Oslo Stock Exchange’s mes-
saging service
www.newsweb.no
(ticker: NORBT) and
on the company’s website
www.norbit.com
.
Deviations from the Code: None
7.
NOMINATION COMMITTEE
NORBIT has a nomination committee as required by
Article 7 of the company’s articles of association. On
4 May 2023, the general meeting elected the follow-
ing members to the nomination committee:
^
Reidar Stokke, chair – one year
^
Janniche Fusdahl – two years
^
Berit Rian – not up for election in 2023
The general meeting determines the committee’s remu-
neration. The guidelines for the nomination committee
have been approved by the general meeting. Accord-
ing to these guidelines, the nomination committee shall
be comprised of at least three members. The members
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of the nomination committee should be selected to con-
sider the interests of shareholders in general, where the
majority of the committee members are independent of
the board and the executive management team. Mem-
bers of the board or the executive management team
shall not be members of the nomination committee.
The primary responsibilities of the nomination commit-
tee is to recommend and propose to the general meet-
ing candidates and remuneration for the company’s
directors and nomination committee, and remuneration
to the members of any subcommittees. The nomination
committee should provide a rationale for its proposal,
and the recommendation will include a proposal for the
appointment of the chair. The nomination committee
must make a written recommendation, which is pub-
lished and presented to the general meeting.
In its proposal to the general meeting regarding the
company’s directors, the nomination committee shall
consider the wishes of the shareholders when mak-
ing its recommendations. The committee shall also
consider the proposed candidates, experience, quali-
fications and their capacity to serve as directors in a sat-
isfactory manner, including required competencies to
independently evaluate the cases presented. Empha-
sis shall also be given to ensuring independence of the
board. It is also considered important that the board has
diversity, relevant complementary background and can
function well as a body of colleagues. The nomination
committee’s recommendations shall at all times satisfy
the requirements relating to the composition of the
board set forth in applicable legislation.
Proposal for board candidates should be communi-
cated to the chair of the nomination committee by send-
ing an email to
prior to
31 December.
Deviations from the Code: None
8.
BOARD OF DIRECTORS:
COMPOSITION AND INDEPENDENCE
Composition
NORBIT does not have a corporate assembly. Accord
-
ing to article 5 of the NORBIT’s articles of associations,
the board shall consist of a minimum of three and a
maximum of seven directors elected by the general
meeting. The general meeting elects the chair of the
board and the deputy chair of the board. Proposals
for the election period by the nomination committee
to the general meeting should not exceed two years
at a time, with the possibility of re-election.
At 31 December 2023, NORBIT’s board comprised five
members in addition to a deputy director, all elected
by the general meeting based on the nomination com-
mittee’s proposal. The composition of the board meets
the requirements under the Norwegian Public Lim-
ited Liability Companies Act. The current composition
of the board is presented in this annual report and
is also available from the company’s website
www.
norbit.com
. The presentation includes an overview
of the directors’ competence and background, meet-
ing attendance and whether they are considered to
be independent.
Directors Finn Haugan, Christina Hallin and Magnus
Reitan, in addition to deputy director Solberg, are up
for election at the general meeting in May 2024.
Directors are encouraged to own shares in the com-
pany. At 31 December 2023, four of the five directors
held shares in NORBIT, further disclosed in note 27
to the financial statements.
Independence of the board
NORBIT’s board is composed such that it is able to
act independently of any special interests. The board
does not include members of the executive manage-
ment. All the directors of NORBIT are deemed to be
independent of senior executives, material business
associates and the company's main shareholders,
although the Norwegian law firm Prétor Advokat, in
which the deputy director Tom Solberg is a partner,
renders legal services to the group in the ordinary
course of business. See section 11 for further infor-
mation.
Deviations from the Code: None
9.
THE WORK OF THE BOARD OF
DIRECTORS
The board has adopted guidelines for their work and
for the executive management. According to these
guidelines, the board shall ensure that the group has
proper management with a clear internal distribu-
tion of responsibilities and duties. A clear division of
work has been established between the board and
the executive management team. The CEO is respon-
sible for the executive management of the group.
The board has the overall responsibility for the man-
agement of the group and the supervision of its day-
to-day management and business activities. The
board prepares an annual plan for its work with special
emphasis on goals, strategy and implementation. The
board’s primary responsibility shall be (i) participating
in the development and approval of the group’s strat-
egy, (ii) performing necessary monitoring functions
and (iii) acting as an advisory body for the executive
management team. The board is also responsible for
ensuring that the operation of the group is compliant
with the group’s values and ethical guidelines. The
chair of the board is responsible for ensuring that the
board’s work is performed in an effective and cor-
rect manner.
All members of the board regularly receive information
about the group’s operational and financial develop-
ment. The group’s strategies shall regularly be subject
to review and evaluation by the board.
According to the board’s instructions, any transactions,
agreements or arrangements between the company or
group entities and its shareholders, members of the
board, members of the executive management team
or close associates of any such parties may only be
entered into as part of the ordinary course of business
and on arm’s length market terms. All such transactions
shall comply with the procedures set out in the Norwe-
gian Public Limited Liability Companies Act and be in
accordance with the recommendations of the Norwe-
gian Code of Practice for Corporate Governance.
The regulations governing the board’s working prac-
tices include guidelines for how individual directors
and the CEO should conduct themselves with respect
to matters in which they may have a personal interest.
Among them is the stipulation that each director must
make a conscious assessment of his/her own impar-
tiality and inform the board of any possible conflict of
interest on matters concerned at each board meeting.
The board shall consider whether a valuation should
be obtained from an independent third party unless
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the transaction, agreement or arrangement in ques-
tion is considered to be immaterial or otherwise not
cause any issues with respect to whether the agree-
ment is on arm's length market terms. Directors and
members of the executive management team shall
immediately notify the board if they have any material
direct or indirect interest in any transaction entered
into by the company.
Additional information on transactions with related
parties can be found in note 25 to the 2023 finan-
cial statement.
The board evaluates its own performance and exper-
tise once a year. The board held a total of 13 meet-
ings in 2023 and the attendance rate was 98 per cent.
Sub-committees of the board
Audit committee
Pursuant to the Norwegian Public Limited Liability
Companies Act and the listing rules of the Oslo Stock
Exchange, the company shall have an audit commit-
tee. The audit committee is appointed by the board.
At 31 December 2023, the audit committee comprised
the following:
^
Trond Tuvstein, chair
^
Bente Avnung Landsnes
The composition of the committee meets the require-
ments of the Norwegian Public Limited Liability Com-
panies Act and the Code as regards to independence
and competence.
The committee’s main responsibilities are governed
by the Norwegian Public Limited Liability Companies
Act and the instructions of the audit committee include
the following tasks:
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^
Prepare matters to be considered by the board
and to support the board in the exercise of its
management and supervisory responsibilities.
^
Monitor and assess the quality of the statutory
audit.
^
Prepare the follow-up of the financial report-
ing process for the board of directors, including
assessing the quality and make recommenda-
tions to secure process integrity.
^
Monitor the performance and effectiveness of
the group’s internal control and risk manage-
ment systems in relation to the financial report-
ing process.
^
Maintain an ongoing dialogue with the auditor.
^
Review the independence and objectivity of the
auditor and ensure compliance with applicable
rules and guidelines regarding the provisions of
additional services rendered by the auditor.
^
Prepare the company’s appointment of an exter-
nal auditor and submit its recommendation to
the board.
The audit committee held seven meetings in 2023.
The attendance rate was 100 per cent.
Remuneration committee
NORBIT has a remuneration committee appointed by
the board. At 31 December 2023, the remuneration
committee comprised the following:
^
Finn Haugan, chair
^
Bente Avnung Landsnes
^
Magnus Reitan
The committee’s main responsibilities are set out in
the instructions to the committee and includes in brief
as follows:
^
Evaluate and review the executive management
team’s agreements, compensation, benefits,
including goals and objectives relevant to the
compensation.
^
Prepare the board's yearly CEO assessment,
including consideration matters relating to salary
and terms, to the board of directors.
^
Assisting the CEO in determining the remunera-
tion of the other members of the executive man-
agement team.
^
Prepare for consideration matter of principles
and guidelines for remuneration to the CEO and
executive management team, including propose
recommendations to the board, with respect to
incentive compensation plans and equity-based
plans.
^
Review and endorse the guidelines for remuner-
ation to the senior executives and the board of
directors' report on salary and other remunera-
tion for the senior executives.
^
Provide general compensation related advise to
the board.
^
Discuss organisational issues with the CEO that
have relevance for the compensation plans.
The remuneration committee held three meetings in
2023. The attendance rate was 100 per cent.
Deviations from the Code: None
10.
RISK MANAGEMENT AND INTERNAL
CONTROL
The board shall ensure that NORBIT has sound inter-
nal control and systems for risk management that are
appropriate in relation to the extent and nature of the
group’s activities.
The objective of risk management and internal con-
trol is to ensure the successful conduct of the group’s
business and to support the quality of its financial
reporting.
The board shall carry out an annual review of the
group’s most important areas of exposure to risk and
its internal control arrangements.
The board shall provide an account in the annual
report of the main features of the group’s internal
control and risk management systems as they relate
to the group’s financial reporting.
Internal control of financial reporting is achieved
through day-to-day follow-up by management, and
supervision by the audit committee.
Deviations from the Code: None
11.
REMUNERATION OF THE BOARD OF
DIRECTORS
Remuneration of directors shall be reasonable and
reflect the board's responsibilities, expertise, time
invested and the complexity of the business. Work
in sub-committees may be compensated in addition
to the remuneration received for board membership.
The general meeting shall determine the board’s
remuneration after considering recommendations
by the nomination committee. Information on remu-
neration determined by the general meeting to the
directors for the work performed in each term is pre-
sented to the general meeting in the Remuneration
Report for 2023. The remuneration to the directors
is not performance-related nor include share option
elements. The board does not participate in incentive
programmes available to employees in the group or
any other share-based incentive schemes.
The board shall be informed if individual directors
perform tasks for the company or any group entities
other than exercising their role as directors. The fee
for any such services shall be approved by the board.
In 2023, deputy director Tom Solberg performed legal
services in the ordinary course of business for the
group through his employer Prétor Advokat. The ser-
vice fee to Prétor Advokat, in aggregate, is disclosed
in note 25 to the financial statements. The agreement
and fee have been reviewed and approved by the
board of directors.
Deviations from the Code: None
12.
SALARY AND OTHER REMUNERATION
FOR EXECUTIVE PERSONNEL
Pursuant to Section 6-16a of the Public Limited Com-
panies Act, the board has adopted clear and under-
standable guidelines for the remuneration of the
executive management team. A description of the
guidelines has been presented to the general meet-
ing in the form of a separate document and approved
by the shareholders.
The company’s remuneration principles shall be
designed to ensure responsible and sustainable
remuneration decisions that support the company’s
business strategy, long-term interests, and sustaina-
ble business practices. To this end, salaries and other
employment terms shall enable the company to retain,
develop and recruit skilled senior executives with rel-
evant experience and competence. The remuneration
shall be on market terms, competitive, and reflect the
performance and responsibilities of individual senior
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executives. A ceiling has been set for performance-re-
lated remuneration.
Pursuant to Section 6-16b of the Public Limited Com-
panies Act, the board will prepare to the general meet-
ing a Remuneration Report which includes information
on remuneration paid and awarded to the executive
management team in accordance with the guidelines.
Deviations from the Code: None
13.
INFORMATION AND COMMUNICATIONS
Investor relations
The company’s reporting of financial and other infor-
mation is based on transparency and equal treatment
of shareholders, the financial community and other
interested parties. The objective of the company’s
investor relations activities is to ensure that the finan-
cial markets and shareholders receive accurate and
timely information that can affect the company’s share
price. All market participants shall have access to the
same information, and all information is published in
English. All notices sent to the stock exchange are
made available on the company’s website and at
www.
newsweb.no
.
NORBIT’s ambition is to comply with the Oslo Stock
Exchange’s Code of Practice for IR (“the IR Code”).
The company has, in line with the IR Code, also
adopted an IR Policy. The CEO and CFO are respon-
sible for the communication with shareholders in the
period between general meetings.
Financial information
The company holds investor presentations in associa-
tion with the publication of its quarterly results. These
presentations are open to all and provide an overview
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of the group’s operational and financial performance
in the previous quarter, as well as an overview of the
general market outlook and group’s future prospects.
These presentations are also made available on the
company’s website.
Quiet period
NORBIT will minimise its contacts with analysts, inves-
tors and media in the 30 days period prior to publica-
tion of its results. This is to ensure that all interested
parties in the market are treated equally.
Deviations from the Code: None
14.
TAKEOVERS
In a takeover process, should it occur, the board and
the executive management team each have an indi-
vidual responsibility to ensure that the company’s
shareholders are treated equally and that there are
no unnecessary interruptions to the group’s business
activities. The board has a particular responsibility in
ensuring that the shareholders have sufficient infor-
mation and time to assess the offer.
In the event of a take-over process, the board shall
ensure that the following principles are complied with:
^
the board will not seek to hinder or obstruct any
takeover bid for the company’s operations or
shares unless there are particular reasons for
doing so;
^
the board shall not undertake any actions
intended to give shareholders or others an
unreasonable advantage at the expense of other
shareholders or the company;
^
the board shall not institute measures with the
intention of protecting the personal interests of
its members at the expense of the interests of
the shareholders;
^
the board shall be aware of the particular duty it
has for ensuring that the values and interests of
the shareholders are protected; and
^
the main terms of the agreements entered into
between the company and the bidder that is
material to the market's evaluation of the bid are
publicly disclosed no later than at the same time
as the announcement that the bid will be made
is published.
In the event of a takeover bid, the board will, in addi-
tion to complying with relevant legislation and regu-
lations, seek to comply with the recommendations in
the Code. This could include obtaining a valuation and
fairness opinion from an independent expert. On this
basis, the board shall draw up a statement containing
a well-grounded evaluation of the bid and make a rec-
ommendation as to whether or not the shareholders
should accept the bid. The evaluation shall specify
how, for example, a takeover would affect long-term
value creation of NORBIT. Any transaction that is in
effect a disposal of the company’s activities should
be decided by a general meeting.
Deviations from the Code: None
15.
AUDITOR
The auditor is appointed by the general meeting. The
auditor makes an annual presentation of the audit-
ing plan to the audit committee. Further, the auditor
provides the board with written confirmation that the
requirement of independence has been met.
The auditor participates in all meetings of the audit
committee that concerns the quarterly accounts and
annual audit, as well as in the board meeting that deals
with the annual accounts. The auditor reports to the
audit committee and board on the assessment of the
internal control on the financial reporting process.
The auditor reviews, with the board and audit commit-
tee, any material changes in the company’s account-
ing principles and assessments of material accounting
estimates. The outcome of this review is presented
to the board. There have been no disagreements
between the auditor and management on any mate-
rial issues in 2023.
The board and the audit committee have met with the
auditor without representatives of executive manage-
ment being present regarding the preparation of the
annual accounts for 2023.
The board has adopted guidelines and authorisa-
tions for ensuring compliance with applicable laws
and regulations concerning the rendering of non-audit
services from the appointed auditor. The audit com-
mittee is responsible for monitoring compliance under
the relevant policy. Non-audit service assignments
are either approved by the audit committee or the
CFO prior to engagement, depending on the materi-
ality of the assignment. The CFO and audit commit-
tee receives at least once a year from the auditor a
summary of the services other than auditing that have
been provided to the group companies.
At the annual general meeting, the board presents a
review of the auditor’s compensation as paid for audi-
tory work required by law and remuneration associ-
ated with other specific assignments. Compensation
paid is presented in note 8 to the financial statements.
The board shall arrange for the auditor to attend all
general meetings.
Deviations from the Code: None
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SUSTAINABILITY
Finding the most material
sustainability topics for NORBIT
..........
37
Explore more sustainability
opportunities
............................................
39
Products and solutions adapted to
the new reality of sustainability
...........
41
Refinement of talents in an
attractive place to work
.........................
44
Safe under pressure with ethical
business conduct
....................................
49
SUSTAINABILITY
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This report is prepared in accordance with the Norwegian Accounting Act §3-3c, the
Transparency Act and the Equality and Anti-Discrimination Act. As a preparation
for the upcoming Corporate Sustainability Reporting Directive (CSRD) from the
EU commission, we include elements from the new Environmental Sustainability
Reporting Standard (ESRS) in this report. During 2023, we have updated our materiality
assessment of sustainability related impacts, risks and opportunities. For the annual
report 2024, we will include the full ESRS approach.
PLANNED REPORTING TIMELINE FOR NORBIT:
FY 2020
NORBIT publishes
first integrated ESG
report and UN Global
Compact report
FY 2024
NORBIT reports
according to
ESRS
FY 2021
NORBIT publishes
second integrated
ESG report with more
details on social
parameters
FY 2023
NORBIT prepares for
ESRS with updated
materiality assessment
and taxonomy eligibility
for new activities
FY 2022
NORBIT prepares for
European Sustainability
Reporting Standard (ESRS)
with materiality
asssesment and
taxonomy eligibility
FINDING THE MOST MATERIAL SUSTAINABILITY TOPICS FOR NORBIT
During 2023, NORBIT updated the materiality assess-
ment from 2022 to better harmonise with the updated
terminology and definitions in the ESRS. The process
followed the methodology described in the ESRS and
was carried out in two steps. Firstly, relevant sustaina-
bility matters were identified using three lenses:
1.
Value chain perspective:
Identification of
impacts, risks and opportunities throughout
each step of our value chain.
2.
Sustainability context perspective:
Identification
of impacts, risks and opportunities associated
with our own activities and business context.
3.
Stakeholder perspective:
Identification of
impacts, risks and opportunities based on
interviews with key internal and external stake-
holders. External stakeholders include custom-
ers, investors, suppliers, local communities and
lenders.
Secondly, the identified impacts, risks and opportuni-
ties were prioritised based on the double materiality
principle; both evaluating actual or potential impact
by NORBIT on people or the environment, and the
financial impact on NORBIT. The result of the materi-
ality assessment is shown below.
SUSTAINABILITY REPORT
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RESULT FROM THE 2023 MATERIALITY ASSESSMENT
Protection of whistleblowers
Pollution
Climate change
Business conduct
Own workforce
Circular economy
Workers in value chain
Substances of concern
Energy
Climate
change
mitigation
Circular economy
Other work
related rights
(value chain)
Working conditions
Equal treatment
and opportunities
for all
Climate change adaption
Management of relationships with suppliers
Sustainability impact
Finacial impact
Corporate culture
Corruption and bibery
OUR FOCUS AREAS
Our ambition is to contribute to sustainable develop-
ment, encompassing both the creation of products
and solutions that address sustainability challenges
for our customers and the society at large (external
focus), and responsible conduct within our own value
chain (internal focus). This dual ambition, integrating
impact through our products and solutions with key
findings from our materiality assessment, leads us
to identify four primary sustainability objectives for
NORBIT. These objectives align with our core values
and vision:
1.
Explore more sustainability opportunities
2.
Deliver products and solutions adapted to the
new reality of sustainability
3.
Refine talents in an attractive place to work
4.
Ensure safety under pressure with ethical
business conduct
The first objective focuses on external aspects,
encompassing both environmental and social
impacts. The subsequent objectives, 2 to 4,
primarily reflect our internal perspective; objective
2 pertains to environmental aspects, objective 3
to social aspects, and objective 4 to governance
aspects.
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EXPLORE MORE SUSTAINABILITY OPPORTUNITIES
Objective:
To reach our long-term objective, we will in 2024 strive to:
We want to accelerate the green
transition. We will continuously
explore how we can play a part in
solving sustainability challenges
for customers, partners, and
the society at large through our
products and solutions.
^
Identify new sectors and areas where we can make a
positive impact on the environment and society through
innovation and product development.
^
Build domain knowledge and capabilities in such sectors
through selected innovation projects.
NORBIT delivers products and solutions that address
a range of societal and environmental challenges. Our
impact ranges from enhancing transportation safety
and efficiency to contributing to the development of
offshore wind farms. Since 2010, we have grown our
revenues by over 30 per cent per year on average,
while at the same time making a difference to our
customers and society at large through sustainable
innovation.
Our vision is to be recognised as world-class, ena-
bling people to explore more. Our core values “We
deliver!”, “Safe under pressure” and “Refinement of
talents” ensure customer focus and enable employ-
ees to perform at their best. This is vital in solving the
major challenges ahead of us.
The impact of our products and solutions is further
demonstrated through our alignment with the United
Nations sustainable development goals (SDGs). In
2023, seven of these goals were directly related to
our revenue streams, with each goal having a signif-
icant influence on climate, environmental, infrastruc-
ture, and innovation initiatives.
33%
24%
14%
9%
9%
5%
5%
NORBIT’s 2023
revenues in the context
of the United Nations
sustainable development
goals (SDGs)
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CONTRIBUTING TO GREEN ENERGY BUILD-OUT
PROBLEM:
Electricity consumption continues to rise and the need
for energy security becomes more pressing. This shift is increas-
ingly driven by the challenges of global energy shortages and the
imperative to meet ambitious climate targets.
SOLUTION:
To address these challenges, a significant shift towards
renewable energy sources, such as wind power at sea, is essential.
Our sonars are widely used for seabed mapping surveys in the devel-
opment phase of these projects and we also see increased demand
for sonars to monitor infrastructure during operations.
IMPACT:
The EU, UK, and US together aim to reach a combined wind
at sea capacity of over 140 GW by 2030, a goal capable of powering
well over 100 million homes. NORBIT sonars are in operation in sev-
eral wind farm development projects across the world.
Contributes to:
ENHANCING ROAD SAFETY BY USE OF INTELLIGENT
DIGITAL TACHOGRAPHS
PROBLEM:
According to the European Commission, over 3 500 peo-
ple die in crashes involving heavy goods vehicles in Europe every
year. Estimates suggest that for up to 80 per cent of all crashes, the
drivers are the party at fault, explained by both driver fatigue and
behaviour, as well as technical malfunction.
SOLUTION:
NORBIT’s enforcement modules for digital tachograph
transmit data wirelessly from the moving truck to control officers.
Using this data, the control officer can selectively stop vehicles and
ensure that the driver complies with driving times and rest periods,
and thus ensure greater road safety, both for the driver and other
road users.
IMPACT:
In Europe today, around 80 per cent of all trucks above 3.5
tons delivered from 2019 use NORBIT technology.
Contributes to:
PROTECTING CRITICAL INFRASTRUCTURE AT SEA
PROBLEM:
The world is experiencing increased geopolitical unrest
and instability, emphasising the need for surveillance of critical infra-
structures exposed at sea, such as renewable energy infrastructure.
SOLUTION:
In late 2021, NORBIT launched GuardPoint, a suite of
sonar surveillance systems able to detect and track divers and sub-
mersibles approaching an asset. Our security solutions offer protec-
tion of critical infrastructure, both above and below the sea surface.
IMPACT:
Most governments now mandate underwater security for
critical infrastructures at potential risk of disruption. NORBIT is deliv-
ering such solutions to private corporations, navies and government
agencies in several countries.
Contributes to:
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WE WILL DELIVER PRODUCTS AND SOLUTIONS ADAPTED TO THE NEW REALITY OF SUSTAINABILITY
Objective:
To reach our long-term objective, we will in 2024 strive to:
We will deliver products and
solutions with sustainability in
mind – both during the design,
development, production,
transportation, and recycling
process.
^
Continue to map activities according to the EU Taxonomy’s requirements.
^
Implement selected projects to increase the degree of alignment, for instance related to refurbishment,
recyclability and design for long lifetime.
^
Revise and update environmental KPIs for the production facilities in accordance with EU Taxonomy
requirements.
^
Establish greenhouse gas accounts according to the GHG Protocol.
^
Continue to design and operationalise circular business models for selected products.
Climate change and environmental degradation are
two of the biggest challenges of our time. To overcome
these challenges, the European Union has established
the European Green Deal with the aim of transform-
ing EU into a sustainable economy with no net emis-
sions of greenhouse gases by 2050. A building brick
in this effort is the EU Taxonomy, a framework that
defines environmentally sustainable economic activ-
ities. This framework guides NORBIT's approach to
product design, development, production, and end-
of-life management.
EU TAXONOMY REPORTING
Background
According to the Non-financial reporting directive
(NFRD) article 19(a) and 29(a), non-financial under-
takings with more than 500 employees on a group
basis, are required to report on the EU Taxonomy. The
Delegated Acts currently in force include the Climate
Delegated Act (Regulation 2021/2139), the Disclo-
sures Delegated Act (Regulation 2021/2178), and the
Complementary Climate Delegated Act (Regulation
2022/1214). In addition, the Environmental Delegated
Act was adopted in June 2023 and is in the process
of entering into force.
In 2022, NORBIT conducted an analysis of our prod-
ucts, sites and activities and reviewed them according
to the activities defined in the Climate Delegated Act.
During this process, we identified activity “3.6 Manu-
facture of other low carbon technologies” as the most
relevant activity to our operations. However, as EU
introduced the Environmental Delegated Act in June
2023, a new set of activities aligning more closely with
our operations than those in the Climate Delegated
Act, now exists.
Given that the Environmental Delegated Act is a recent
introduction, we meet the requirement to report on
eligibility, meaning the proportion of our turnover,
CAPEX, and OPEX that conform to the taxonomy activ-
ity definitions outlined in the new Environmental Dele-
gated Act. As the EU Taxonomy is under development,
described assumptions and applied principles in this
years’ disclosure can change in the future.
Eligibility assessment
A taxonomy-eligible activity means an economic
activity that is included in the taxonomy regulation.
All our activities have been mapped out according
to the activities defined in the Delegated Acts and
categorised as either eligible or non-eligible follow-
ing the description stated in the regulation. The table
below outlines what activities we find eligible under
the taxonomy. Activity “1.2 Manufacturing of electronic
and electrical equipment” is found to be relevant for
a majority of our activities. In addition to the three
activities outlined in the table, we have found activi-
ties that seem to be in an area of ambiguity in terms
of relevance. For instance, we are involved in acqui-
sitions and ownership of buildings (activity 7.7), but
have as of now decided to report on such activities
under the core activity of what we deliver – namely
those described in the table below.
For our PIR segment, it is not yet clear whether we,
as a contract manufacturer and R&D service provider,
should report under activity 1.2, or if this responsibility
falls to our customers, as they are the product owners
and are in control of design and material decisions.
Since the EU has not clarified this yet, we have not
included PIR’s revenues in this year’s eligibility score.
As the EU continues to refine the activity descriptions,
our approach may change.
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Economic activity
under the
EU Taxonomy:
Description of
economic
activity:
Application to
NORBIT business
segments:
1.2
Manufacturing
of electrical
and electronic
equipment
Manufacturing of electrical
and electronic equipment for
industrial, professional and
consumer use.
Connectivity:
^
On-Board Units
^
Enforcement modules for tachographs
^
Satellite-based tolling
^
Other
Oceans:
^
Subsea sonars
^
Security
^
Connect
^
Aqua
^
Environmental monitoring
4.1
Provision of IT/OT
data-driven solutions
Manufactures, develops,
installs, deploys, maintains,
repairs or provides professional
services, (…) including software
and information technology
systems built for the purpose
of remote monitoring and
predictive maintenance,
including systems for remotely
collecting, processing,
transferring, and storing data
from equipment, products or
infrastructure during their use
or operation.
Connectivity:
^
Subscription and e-toll
5.1
Repair,
refurbishment and
remanufacturing
Repair, refurbishment and
remanufacturing of goods
that have been used for their
intended purpose before by a
customer (physical person or
legal person).
Connectivity:
^
On-Board Units
REFURBISHMENT OF ON-BOARD UNITS
One of the key priorities in the EU Taxonomy is designing products for reuse and recyclability. In 2023,
NORBIT partnered up with customers in the Norwegian market to refurbish On-Board Units. Selected
large-scale clients return used tags to the production factory in Røros, where the tags are disassem-
bled, and circuit boards are tested for reuse. Plastics and batteries are sorted and recycled.
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KPI disclosure
The definitions of the turnover, CAPEX, and OPEX
KPIs are set out in Annex I to the Disclosures Dele-
gated Act. The proportion of taxonomy-eligible KPIs
are calculated by dividing a numerator by a denomi-
nator. The table below provides further information on
how the denominators and numerators were derived
for each KPI.
KPI
Variable
Explanation of included data
Turnover
Numerator
eligibility
Part of the turnover in the denominator that is associated with taxonomy-
eligible activities.
Denominator
The amounts derived from the sale of products and the provision of
services after deducting sales rebates and value added tax and other taxes
directly linked to turnover.
CAPEX
Numerator
eligibility
Part of the CAPEX denominator that is related to assets and processes that
are associated with taxonomy-eligible activities.
Denominator
The total additions to tangible and intangible assets during the
financial year considered before depreciation, amortisation and any
re-measurements. I.e. costs that are accounted based on IAS 16 Property,
plant, and equipment, IAS 38 Intangible Assets, IAS 40 Investment
Property, IAS 41 Agriculture and IFRS 16 Leases. Financial investments,
including capital injections in associated companies and joint ventures, are
excluded from the metric.
OPEX
Numerator
eligibility
Part of the OPEX denominator that is associated with taxonomy-eligible
activities.
Denominator
Non-capitalised costs related to research and development, building
renovation measures, short-term leases, and maintenance and repair
and any other direct expenditures relating to the day-to-day servicing of
assets of property, plant and equipment that are necessary to ensure the
continued and effective functioning of such assets. All R&D related costs
are capitalised and included in the CAPEX KPI.
FURTHER WORK ON THE TAXONOMY
The next step of NORBIT’s taxonomy journey is to map
eligible activities according to the criteria for align
-
ment, and to identify actions to improve alignment.
This work was started in 2023. We have started defin
-
ing actions and projects on topics such as design for
long lifetime, repair, refurbishment, recyclability, and
substitution of substances. This endeavor will require
a significant amount of effort and dedication.
CERTIFICATIONS AND ENVIRONMENTAL
KPIS AT PRODUCTION SITES
NORBIT has three production facilities located in
Røros, Selbu and Trondheim. The facilities in Røros
and Trondheim are certified according to the envi-
ronmental management system ISO 140001, whereas
the facility in Selbu is certified according to Eco-Light-
house (Miljøfyrtårn). The sites have defined different
environmental KPIs, such as electricity and water con-
sumption.
The taxonomy defines criteria related to environmen-
tal factors such as water, pollution prevention and bio-
diversity for each eligible activity. In 2024, we will map
these criteria and revise the KPIs of the sites so that
we increase alignment.
ESTIMATION OF ELIGIBILITY KPIS
FOR TURNOVER, CAPEX AND OPEX
UNDER THE TAXONOMY
■
Eligible
■
Non-eligible
Turnover
CAPEX
88%
12%
75%
25%
37%
63%
OPEX
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REFINEMENT OF TALENTS IN AN ATTRACTIVE PLACE TO WORK
Objective:
To reach our long-term objective, we will in 2024 strive to:
Our people are our greatest
asset. We will continuously
work towards creating
an attractive and safe
workplace and refining our
talents.
^
Continue to refine, digitalise and scale employee life cycle
processes such as recruitment, onboarding and offboarding.
^
Disseminate and implement the diversity and equality initiative
developed autumn 2023.
^
Build upon the established leader development programme by
introducing new sessions, exploring innovative formats such as
video, and extending the programme to onboard and empower
new leaders.
^
Implement new H&S policy and reporting system.
^
Continue to engage the people of NORBIT through new
chapters of our “Life in NORBIT” video story.
^
Establish a learning and information sharing platform across all
companies with relevant content.
NORBIT creates value for our customers by combin-
ing world-class technology with production capabili-
ties and domain knowledge from our employees. This
knowledge and capabilities are our greatest assets. At
year-end 2023, NORBIT had 498 full-time equivalents
across 20 jurisdictions. We strive to create an attrac-
tive, inclusive, and diverse workplace where individ-
uals are valued, respected, and empowered to reach
their full potential.
LABOUR RIGHTS
NORBIT complies with established standards and
employment legislation. Our Code of Conduct is
founded on key UN and International Labour Organ-
isation (ILO) conventions and documents. NORBIT
employees have the right to join or form trade unions
of their choice and engage in collective bargaining.
Several unions have representation among our work-
force, for instance Tekna and NITO in Norway. In 2023,
approximately 55 per cent of the workforce in Norway
was employed in entities with collective bargaining
agreements.
Workers’ representative roles are established, grant-
ing those employees the necessary access to per-
form their representative functions in the workplace.
Throughout 2023, NORBIT has sustained Working
Environment Committees (WECs) across the vari-
ous group companies, ensuring ongoing dialogue
with employee representatives both individually and
through WECs and unions.
DIVERSITY AND EQUALITY
NORBIT fosters a work culture that values diversity,
equality, and respect. We have zero tolerance for har-
assment or discrimination of any kind, including that
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based on gender, religion, race, national or ethnic ori-
gin, cultural background, social group, disability, sex-
ual orientation, marital status, age, or political opinion.
This is governed by our Code of Conduct, which all
employees are obliged to follow.
Diversity
In 2023, NORBIT had offices in 17 countries and
employed from over 35 nationalities, showcasing
employees with diverse cultural, educational, and
professional backgrounds.
While gender balance varied across different compa-
nies and functions, the group’s total full-time equiva-
lents (FTEs) included 141 women, constituting 28 per
cent of the workforce. The executive management
team comprised five men and one woman, while the
board of directors had three men and two women.
The company employed 57 part-time and 110 tempo-
rary employees, with women making up 61 and 34
per cent of each category, respectively. All part-time
positions were voluntary. In Norway, seven employ-
ees took parental leave – four men and three women
– with an average duration of 17 weeks for men and
20 weeks for women, in line with relevant parental
leave laws and regulations.
In 2023, several management teams in the group were
complemented with female leaders. We believe that
bringing more women into leadership roles will fos-
ter increased diversity of thought, improved deci-
sion-making, and a more inclusive culture – a trend
NORBIT is eager to continue.
Our commitment to gender diversity and equality is
an ongoing and continuous effort. A risk analysis on
discrimination was carried out in 2023, incorporat-
DIVERSITY RISK ANALYSIS AND OBJECTIVES
Risk analysis
In 2023, NORBIT conducted an analysis of the main
risk factors related to diversity, through interviews
with internal stakeholders. The main risk factors
identified were:
^
Gender diversity:
NORBIT has had stable
female representation the last years, yet
imbalanced across departments. There is a
higher female presence in production and
support roles, and lower in engineering and
management roles.
^
Cultural and ethnic diversity:
NORBIT has a
strong cultural and ethnic diversity, which is
viewed as vital for continued global market
engagement.
^
Educational diversity:
Predominantly engi-
neering-focused; diversification seen as
important for growth and development of the
company.
Objectives for the further diversity work
^
We aim to enhance female representation,
particularly in engineering, R&D and manage-
ment roles.
^
Our diverse workforce is pivotal to our global
market presence, and we seek to further
diversify our cultural and ethnic makeup.
^
We aim to expand our talent pool to include a
wider range of educational backgrounds.
Main actions planned
^
Foster an inclusive and systematic recruit-
ment process, by doing ‘equality checks’ in
job postings and training on bias recognition.
^
Leadership development programmes will
emphasise diversity and inclusion, ensuring
our leaders are equipped to foster an inclu-
sive culture.
^
Ensuring balanced representation in all inter-
nal and external communications, with a focus
on diverse language, imagery, terminology,
and presenters.
^
Promote female visibility in various depart-
ments to inspire new hires.
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ing employee interviews to pinpoint potential risk fac-
tors. This approach led to the establishment of specific
objectives and initiatives, detailed in the box on the
previous page.
Moving into 2024, our emphasis will be on disseminat-
ing and enacting these strategies throughout NORBIT,
ensuring our work environment embodies the princi-
ples of diversity, inclusion, and zero tolerance for dis-
crimination and harassment.
Gender ratio:
Board of directors
Management team
Organisation total (FTEs)
Men
Women
72%
28%
498
6
17%
83%
5
40%
60%
2023
2022
Organisation
Women
Men
Total
Women
Men
Total
Number of full-time employees (FTE)
141
357
498
125
293
418
Number of part-time employees (headcount)
35
22
57
29
11
40
Number of temporarily employees (headcount)
37
73
110
17
39
56
Parental leave
3
(aver-
age 20
weeks)
4
(aver-
age 17
weeks)
7
(aver-
age 19
weeks)
4
(aver-
age 19
weeks)
11
(aver-
age 15
weeks)
15
(aver-
age 16
weeks)
Equality
NORBIT strives to ensure equal pay for equal work,
regardless of social differences. Salaries are set based
on factors like seniority, performance, responsibility,
and qualifications, and are reviewed annually. Salary
levels vary across jurisdictions depending on com-
petition for resources and the general wage level in
the region. NORBIT shall provide competitive salaries,
but not be market leading. Benefits include pension
and insurance, outlined in employment agreements.
Employees working 50 per cent or more are eligible
for
share incentive programmes.
In 2023, NORBIT carried out a salary survey for its
Norwegian entities. The gender salary gap is found in
administrative roles, mainly due to more men in sen-
ior positions.
Number of employees (FTEs)
Female
Male
Salary ratio female to male (average)
Overall (excl.executive management team)
98
218
82%
Engineers
6
93
96%
Production
54
79
100%
Administration/other
38
47
84%
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HEALTH AND SAFETY
"Safe under pressure" is one of NORBIT's core values.
A safe, secure, and healthy working environment is
a key priority in NORBIT, and this applies wherever
we operate.
In 2023, we unified a health and safety policy across
all group companies, setting clear objectives and
expectations for both employees and NORBIT as an
employer. In addition, the specific business units have
defined safety routines and work instructions for the
use of potentially harmful tools.
The policy sets targets for injuries and sick leave, aim-
ing for zero injuries. Notably, no significant injuries
or accidents were reported in 2023. Sick leave goals
range from less than 2.5 per cent to less than 4.0 per
cent across different entities. In 2023, the group's sick
leave was 3.0 per cent for the Norwegian workforce,
down from 3.6 per cent in 2022 and 3.3 per cent in
2021, and below Norway's national average of about
6.7 per cent (as of Q3 2023).
In late 2023, an improved reporting regime for health
and safety issues was established. In 2024, we will
focus on implementing the new policy and reporting
system to better track progress and identify areas for
improvement.
EMPLOYEE AND LEADER DEVELOPMENT
NORBIT places a strong emphasis on nurturing auton-
omy, mastery and relatedness in our employees and
leaders. Autonomy allows employees the freedom to
make decisions, mastery encourages continuous skill
refinement, and relatedness foster collaboration and
meaningful connections across NORBIT.
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Employee life cycle
A good employee relationship starts with a positive
recruitment and onboarding experience. In 2023, we
refined, digitalised, and implemented our new recruit-
ment, preboarding and onboarding programmes
and toolbox. These changes not only improved the
welcoming experience for new employees but also
boosted operational efficiency, reducing time invested
for managers and HR. In early 2024, we will introduce
a structured offboarding programme, reinforcing our
commitment to comprehensive employee lifecycle
management.
Leader development
Leadership is crucial for employee satisfaction and
growth. In November 2023, we launched a leader
development programme to build exceptional lead-
ers who support, engage, and develop the people
of NORBIT. By February 2024, 15 leaders have com-
pleted two programme modules, and 79 leaders have
finished the initial module. The programme covers
various topics, including NORBIT culture and values,
motivational theories, communication, and feedback
strategies, providing both theoretical insights and
practical tools for a holistic learning experience. The
programme will continue throughout 2024.
COMMUNICATION AND
INFORMATION SHARING
Sharing information is an important means for engag-
ing the people of NORBIT. In 2023, we expanded our
video series, "Life in NORBIT," with two new chapters,
offering insights into our corporate culture and daily
operations, drawing over 600 unique viewers. Three
more chapters are planned for 2024. Additionally, we
arranged a series of “Eat and Explore” lunch learning
events, and introduced several educational learning
videos, to enhance employee skills and motivation. In
2024 we will expand this effort.
SUPPORTING THE EXPLORERS
OF THE FUTURE
One of NORBIT’s core values is “Refinement of tal-
ents”. NORBIT’s recruiting strategy includes offering
internships to students. As part of the internship pro-
grammes, the students learn and experience how
technology can innovate and be applied in various
contexts. During 2023, the company had over 25
internships across the group.
NORBIT also contributes with both monetary support
and non- financial initiatives to various student organ-
isations to stimulate the engineers of the future to
become interested in innovation and development. In
close collaboration with educational institutions, NOR-
BIT inspires a new generation of engineers to explore
the technology area in search of new knowledge.
REVOLVE NTNU
An independent student organisation at the
Norwegian University of Science and Tech-
nology, with a multidisciplinary team of 60
students from 20 different majors. In one year,
the students in Revolve NTNU work to create
a world-class racecar from scratch. The car
will compete in Formula Student, the world’s
largest competition for engineering students.
PROPULSE NTNU
A rocketry team that aims to give students a
hands-on experience with engineering projects,
with the goal of fostering teamwork and increas-
ing the interest and expertise in space travel
in Norway. For 2023’s project Bifrost, the team
designed and developed the first bipropellant
engine used in a Norwegian rocket. The rocket
achieved the best flight performance in its cate-
gory at the European Rocketry Challenge.
ORBIT NTNU
A volunteer student organisation, Orbit NTNU is
a leading environment in Scandinavia for design-
ing and building small satellites for launch into
space. Its first mission, SelfieSat, was launched
in May 2022. FRAMSat-1, Norway’s first oper-
ational student satellite, is expected to launch
in 2024 from Andøya Space Center. During the
year, a large group from Orbit came to visit NOR-
BIT for a tour and presentation of the company.
ASCEND NTNU
An aerial robotics team building the competi-
tive drones of the future, Ascend NTNU devel-
ops innovative solutions to some of today’s
most challenging problems within cybernetics
and autonomy. It recently won Mission 9 of the
prestigious International Aerial Robotics Com-
petition. During the year, a large group from
Ascend came to visit NORBIT for a tour and
presentation of the company.
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SAFE UNDER PRESSURE WITH ETHICAL BUSINESS CONDUCT
Objective:
To reach our long-term objective, we will in 2024 strive to:
We will ensure good
governance and legal
compliance in all countries
and markets. We aim for
transparency, traceability
and integrity across our
value chain.
^
Continue to harmonise and implement supplier assessment
methodology and self assessment questionnaires across
NORBIT.
^
Conduct risk assessments in operations and supply chain on a
yearly basis.
^
Continue with regular training to ensure that the company’s
values and ethical principles are understood by our employees.
NORBIT operates within a global value chain that
encompasses five key stages: the production of mate-
rials and components; transportation; production,
assembly, and re-packaging; delivery to customers;
and end-of-life management of products. Our com-
mitment to ethical business practices extends through
this entire chain and relates to both suppliers, employ-
ees, and customers.
HUMAN RIGHTS AND THE
TRANSPARENCY ACT
With the Norwegian Transparency Act effective from
July 1, 2022, NORBIT is committed to upholding fun-
damental human rights and ensuring decent working
conditions in our supply chain, as well as providing
public transparency in these efforts. Our compliance
involves annual due diligence assessments aligned
with the OECD Guidelines for Multinational Enter-
prises and sharing this information openly.
In 2022, NORBIT completed our first due diligence
assessment. We identified and initiated actions
towards high-risk suppliers, employing methods like
self-assessment schemes and site visits. An updated
assessment in late 2023 pinpointed 11 material high-
risk suppliers, subject for further evaluation in 2024.
Furthermore, we updated our supplier assessment
methodology and governing documents in 2022. In
2023, we have focused on harmonising and imple-
menting these updates across NORBIT, a process
we are continuing into 2024. Our latest report on the
Transparency Act can be found on
www.norbit.com/
esg
/.
EMPLOYEE ETHICAL GUIDELINES
NORBIT’s license to operate rests on the confidence
from our key stakeholders. All employees are there-
fore committed to comply with our Code of Conduct
to ensure maintenance of high ethical standards. The
ethical guidelines apply to all employees and include,
among others, guidelines on personal conduct, con-
flicts of interests, anti-corruption and fair competition.
In 2023, the Code of Conduct was updated in line
with evolving internal and external requirements. To
enhance understanding, a practical guide was made
in Norwegian, English and Hungarian, illustrating
accepted and unaccepted behaviors. Additionally, an
instructional video highlighting key points of the Code
has been shared with all employees, becoming a val-
uable tool in our new employee onboarding process.
The most important ethical principles are summarised
below:
1.
Personal conduct:
All employees and represent-
atives of the company shall behave with respect
and integrity towards business relations and part-
ners, customers and colleagues. The executive
management team has a particular responsibility
to promote openness, loyalty and respect.
2.
Conflict of Interests:
Employees or represent-
atives shall avoid situations in which a conflict
between their own personal and/or financial
interests and the company’s interests may occur.
3.
Confidential information:
Employees or repre-
sentatives of the company possessing confi-
dential information related to the company shall
conduct themselves and safeguard such infor-
mation with great care and loyalty and comply
with any and all signed confidentiality state-
ments.
4.
Anti-corruption:
NORBIT has zero-tolerance for
any form of corruption, bribery, fraud, or dishon-
esty. This means that NORBIT has no tolerance
for paying, facilitating, or receiving any bribes
or facilitation, payments, extortion, kickbacks or
any other improper private or professional bene-
fits to customers, agents, contractors, suppliers
or employees of any such party or government
officials. All NORBIT employees are encouraged
to report any incident of such behavior.
5.
Competition:
The company supports fair and
open competition. Employees and representa-
tives shall never take part in any activities that
may constitute a breach of competition legisla-
tion.
6.
Influence:
Employees and representatives shall
neither directly nor indirectly offer, promise,
request, demand, or accept illegal or unjust gifts
of money or any other remuneration in order to
achieve a commercial benefit.
WHISTLEBLOWING GUIDELINES
Whistleblowing is an important channel for receiv-
ing information about negative issues so that they
can be properly corrected and followed up. NOR-
BIT encourages its employees to report suspected
or actual occurrences of inappropriate, unethical, or
illegal events or breaches of the Code of Conduct.
NORBIT has therefore drawn specific guidelines for
whistleblowing, including whom to report to, how to
report and how the company is required to act on the
report. The guidelines were updated in 2023. There
were no incidents reported in 2023.
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FINANCIAL STATEMENTS – NORBIT GROUP
FINANCIAL STATEMENTS – NORBIT ASA
Consolidated statement of income
..........................................................................................
51
Consolidated statement of other comprehensive income
................................................
51
Consolidated statement of financial position
.......................................................................
52
Consolidated statement of changes in equity
.....................................................................
53
Consolidated statement of cash flows
...................................................................................
54
Notes to the consolidated financial statements
..................................................................
55
Note 01
Company information
..........................................................................................................................
55
Note 02
Basis for preparation and estimates and assumptions
.............................................................
55
Note 03
Significant changes and future changes to accounting policies
............................................
56
Note 04
Accounting principles
..........................................................................................................................
57
Note 05
Financial risk and exposure
................................................................................................................
61
Note 06
Segment information
...........................................................................................................................
63
Note 07
Salaries, pension and social security costs
..................................................................................
65
Note 08
Other operating expenses
.................................................................................................................
65
Note 09
Financial income and financial expenses
......................................................................................
66
Note 10
Income tax
...............................................................................................................................................
66
Note 11
Earnings per share
................................................................................................................................
67
Note 12
Property, plant and equipment
.........................................................................................................
68
Note 13
Right-of-use assets and leasing liabilities
.....................................................................................
68
Note 14
Goodwill and intangible assets
........................................................................................................
69
Note 15
Inventories
................................................................................................................................................
71
Note 16
Financial assets and financial liabilities
..........................................................................................
71
Note 17
Trade receivables
..................................................................................................................................
72
Note 18
Cash and cash equivalents
................................................................................................................
72
Note 19
Interest-bearing borrowings
..............................................................................................................
72
Note 20
Other current liabilities
........................................................................................................................
73
Note 21
Capital management
............................................................................................................................
73
Note 22
Business combinations
.......................................................................................................................
74
Note 23
Equity-accounted investees
..............................................................................................................
77
Note 24
Share capital and shareholder information
...................................................................................
77
Note 25
Related parties
.......................................................................................................................................
79
Note 26
Share-based arrangements
...............................................................................................................
79
Note 27
Remuneration to the board of directors and executive management
..................................
80
Note 28
Contingencies and claims
..................................................................................................................
82
Note 29
Government grants
...............................................................................................................................
82
Note 30
Events after the balance sheet date
...............................................................................................
82
Statement of income – NORBIT ASA
.....................................................................................
83
Statement of financial position – NORBIT ASA
...................................................................
84
Statement of cash flows – NORBIT ASA
...............................................................................
85
Notes to the financial statements – NORBIT ASA
..............................................................
86
Note 01
Company information
..........................................................................................................................
86
Note 02
Accounting policies
..............................................................................................................................
86
Note 03
Revenues
.................................................................................................................................................
87
Note 04
Payroll expenses, number of employees and benefits
.............................................................
87
Note 05
Tangible and intangible assets
.........................................................................................................
88
Note 06
Other operating expenses
.................................................................................................................
88
Note 07
Financial income and financial expenses
......................................................................................
88
Note 08
Taxes
.........................................................................................................................................................
89
Note 09
Equity
........................................................................................................................................................
89
Note 10
Investments in subsidiaries and associated companies
..........................................................
90
Note 11
Restricted bank deposits
.....................................................................................................................
91
Note 12
Receivables and liabilities
..................................................................................................................
92
Note 13
Forward contracts
.................................................................................................................................
92
Note 14
Transactions with related parties
.....................................................................................................
92
Statement by the board of directors and CEO
....................................................................
93
Auditor’s report
.............................................................................................................................
94
Definitions of alternative performance measures
...............................................................
98
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Amounts in NOK million
Note
2023
2022
Revenue
4.6
Raw materials and change in inventories
15
Employee benefit expenses
7, 27
Depreciation and amortisation expenses
12, 13, 14
Other operating expenses
8
Operating profit
Share of profit of associates
23
(0.2 )
Financial income
9
Financial expenses
9
Net financial items
(38.1 )
(28.0 )
Profit before tax
Income tax expense
10
(60.8 )
(14.1 )
Profit for the period
Attributable to:
Owners of the company
Non-controlling interests
Total
Average no. of shares outstanding - basic
11
Average no. of shares outstanding - diluted
11
Earnings per share
Basic (NOK per share)
11
Diluted (NOK per share)
11
CONSOLIDATED STATEMENT OF INCOME
CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME
Amounts in NOK million
2023
2022
Profit for the period
Items that may be reclassified to profit or loss
Exchange differences on translation of foreign operations
Items that will not be reclassified to profit or loss
Changes in the fair value of equity investments at fair value
through other comprehensive income
Other comprehensive income for the period, net of tax
Total comprehensive income for the period
Total comprehensive income for the period is attributable to:
Owners of the company
Non-controlling interests
Total
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Amounts in NOK million
Note
31.12.2023
31.12.2022
ASSETS
Property, plant and equipment
12
Right of use assets
13
Intangible assets
14
Goodwill
14
Deferred tax asset
10
Equity-accounted investees
23
Shares in other companies
16
Total non-current assets
Inventories
15
Trade receivables
17
Other receivables and prepayments
Cash and cash equivalents
18
Total current assets
Total assets
Amounts in NOK million
Note
31.12.2023
31.12.2022
LIABILITIES
Interest-bearing borrowings
19, 21
Lease liabilities
13
Deferred tax liabilities
10
Other non-current liabilities
Total non-current liabilities
Trade payables
5
Current tax liabilities
10
Interest-bearing borrowings
19, 21
Lease liabilities
13
Other current liabilities
20
Total current liabilities
Total liabilities
Share capital
24
Share premium
24
Retained earnings
24
Equity attributable to equity holders of the parent company
Non-controlling interests
Total equity
Total equity and liabilities
Trondheim, Norway, 8 April 2024
The board of directors and CEO
NORBIT ASA
Finn Haugan
Bente Avnung Landsnes
Christina Hallin
Chair of the board
Deputy chair of the board
Director
Trond Tuvstein
Magnus Reitan
Per Jørgen Weisethaunet
Director
Director
Chief executive officer
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
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Attributable to owners
Amounts in NOK million
Note
Share
capital
Share
premium
Retained
earnings
Total
Non-controlling
interests
Total
equity
Balance at 31 December 2022
Profit for the period
Other comprehensive income
Total comprehensive income for the period
Transaction with owners in their capacity as owners:
Repurchase of shares
(1.4 )
(1.4 )
(1.4 )
Share issue
Dividends paid
21
(41.6 )
(41.6 )
(41.6 )
Total transactions with owners
(43.1 )
Balance at 31 December 2023
Attributable to owners
Amounts in NOK million
Note
Share
capital
Share
premium
Retained
earnings
Total
Non-controlling
interests
Total
equity
Balance at 31 December 2021
Profit for the period
Other comprehensive income
Total comprehensive income for the period
Transaction with owners in their capacity as owners:
Repurchase of shares
(0.5 )
(0.5 )
(0.5 )
Share issue
Dividends paid
21
(17.5 )
(17.5 )
(17.5 )
Total transactions with owners
(18.0 )
(6.8 )
(6.8 )
Balance at 31 December 2022
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
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Amounts in NOK million
Note
2023
2022
Profit for the period
Adjustments for:
Income tax expense recognised in profit or loss
10
Income taxes paid
10
(19.9 )
(10.9 )
Share of profit of associates
23
Depreciation and amortisation
12, 13, 14
Movements in working capital:
(Increase)/decrease in trade receivables
(11.0 )
(Increase)/decrease in inventories
(125.4 )
(161.3 )
Increase/(decrease) in trade payables
Increase/(decrease) in accruals
Net cash generated by operating activities
Cash flows from investing activities
Payments for property, plant and equipment
12
(46.3 )
(31.5 )
Reclassified from inventory to property, plant and equipment
12
Payments for intangible assets
14
(60.2 )
(60.5 )
Net cash outflow from acquisitions and other shares
22
(42.6 )
(3.1 )
Net cash (used in)/generated by investing activities
(149.0 )
(91.9 )
Cash flows from financing activities
Payment for share buy-back costs
(1.4 )
(0.5 )
Proceeds from issuance of common shares
Proceeds from borrowings
19
Repayment of borrowings
19
(135.3 )
(39.4 )
Repayment of lease liabilities
13
(13.1 )
(10.0 )
Net change in overdraft facility
19
(120.6 )
Dividends paid
21
(41.6 )
(17.5 )
Net cash (used in)/generated by financing activities
(177.7 )
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the period
Cash and cash equivalents at the end of the period
CONSOLIDATED STATEMENT OF CASH FLOWS
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Company information
porated and domiciled in Norway
ter at Stiklestadveien 1, Trondheim. NORBIT is
listed on the Oslo Stock Exchange with the ticker
“NORBT”.
The consolidated financial statements of NOR-
BIT ASA for the year ended December 31, 2023
incorporate the financial statements of the parent
company NORBIT ASA and its subsidiaries (col-
lectively referred to as the “group” and separately
Basis for preparation and estimates and assumptions
The consolidated financial statements have
been prepared in accordance with International
Financial Reporting Standards (IFRS) and inter-
pretations by the IFRS Interpretation Committee
(IFRIC), as adopted by the EU, as well as addi-
tional Norwegian reporting requirements pursu-
ant to the Norwegian Accounting Act.
The consolidated financial statements for 2023
were approved and authorised for issue by the
board of directors on 8 April 2024. The consol-
idated financial statements will be submitted to
NORBIT’s annual general meeting, to be held 6
The consolidated financial statements have been
prepared on the assumption of the business
BASIS FOR MEASUREMENT
The consolidated financial statements have been
prepared on the basis of the historical cost princi-
ple, with the following modifications:
^
Derivative financial instruments are measured
at fair value
^
Fair value of share-based payments (IFRS 2),
see note 26.
CURRENCY
The consolidated financial statements are pre-
sented in Norwegian kroner (NOK), which is the
functional currency of NORBIT ASA and the Nor-
wegian subsidiaries in the group. Foreign subsidi-
aries operate with local currency as the functional
currency.
Financial information presented in NOK has been
rounded to the nearest million with one deci-
mal, except when otherwise stated. As a result of
rounding differences, amounts and percentages
may not add up to the total.
The results and financial position of group com-
panies whose functional currency is different from
the presentation currency (NOK) are translated to
NOK in the following way:
^
Balance sheet items are translated using the
exchange rates at the balance sheet date
^
Profit and loss items are translated at average
exchange rates for the reporting period
^
All resulting exchange differences are
USE OF ESTIMATESS AND JUDGMENTS
The preparation of annual financial statements
in conformity with IFRS requires management
to make judgements, estimates and assump-
tions that affect the reported amounts of assets
and liabilities, income and expenses. Although
management believes these assumptions to be
reasonable, given historical experience, actual
amounts and results could differ from these esti-
mates. Estimates and underlying assumptions
are reviewed and assessed on an on-going basis.
Changes to accounting estimates are recognised
in the period in which the estimates are revised
and in future periods if affected.
Estimates and assumptions that could have a sig-
nificant impact on the carrying amount of assets
and liabilities within the next financial year are dis-
cussed below.
Impairment testing of intangible assets
In accordance with applicable accounting princi-
ples, the group considers whether there are indi-
cations of impairment on the carrying amounts for
the intangible assets. If such indications exist, an
impairment test is performed to determine whether
any intangible assets recorded in the balance sheet
should be impaired. The value in use can be signif-
icantly impacted by market conditions. Evaluating
whether an asset is impaired or if an impairment
should be reversed, requires a high degree of
judgment and may to a large extent depend upon
the selection of key future assumptions, including
determining appropriate cash-generating units,
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discount rate, projecting future cash flows and
assumptions on future market conditions. Refer-
ence is made to note 14 for further information.
Impairment testing of goodwill
In accordance with applicable accounting prin-
ciples, the group performs impairment testing of
goodwill annually, or more frequently if any indi-
cations of impairment on the goodwill exist. The
estimated recoverable value for the cash-gen-
erating units is determined based on the higher
of its fair value less cost of disposal or value in
use. Value in use is estimated based on a pres-
ent value of the future cash flows expected to be
derived from the cash-generating units. These
calculations require management to estimate
future cash flows and discount rate, including
assumptions on future market conditions, all of
which involves a high degree of judgment. Refer-
ence is made to note 14 for further information.
NORBIT has exposure to a diversified and frag-
mented customer base, of which a majority is
international. Thus, the group is exposed to credit
risk on its trade receivables. The group applies
the IFRS 9 simplified approach to measuring
expected credit losses. This assessment involves
a high degree of judgment, particularly relating
to assessing scenario probabilities. Reference is
Warranty provisions
A provision is made for expected warranty
expenditures for the group companies. The war-
ranty period is generally 12 to 24 months, while
some clients have purchased extended warran-
ties. The level and duration of warranty provi-
sions are based on historical data. Assessing and
determining the potential warranty expenditures
requires a high degree of judgment.
Provision for obsolete inventory
The group makes provision for obsolescence
of inventory. These provisions are based on an
assessment of the age distribution of inventory
items and whether the goods are part of an active
or expired product range. A provision for obso-
lescence is made when the net realisable value
of the good is lower than the cost of the good.
These provisions are estimate-based and require
in-depth knowledge about goods and markets.
Climate risk
NORBIT evaluates the overall climate risk to
be low. Hence, climate-related matters are not
expected to substantially affect assets, provi-
sions, or future cash-flows. The Task Force on
Climate Related Financial Disclosure's (TCFD)
defines three main types of climate related risks;
physical risk, risk associated with transition to a
low carbon community, and lastly liability risk.
NORBIT’s main physical risk factors are identified
to be rising sea levels, changes in hydro power
availability, and power outages and transport
challenges due to extreme weather events. As
NORBIT's main physical assets are located in Nor-
way, and the Norwegian government has risk mit-
igation measures and emergency response plans
in the event of such acute or chronic incidents,
the consequences, and hence, physical risk is cur-
rently considered low. The transition risk is evalu-
ated more as an opportunity rather than a risk, as
NORBIT delivers solutions relevant for the green
transition, for instance related to electrification
and digitalisation. Lastly, the liability risk is consid-
ered low as the industries NORBIT operates in are
not heavily exposed to climate related legal reg-
Significant changes and future changes to accounting policies
The group did not apply any amendments to
the standards that were effective for the current
year as such standards did not have any material
impact on the amounts reported in the financial
statements. The group has chosen not to adopt
early any standards, interpretations or amend-
ments that have been issued but are not yet effec-
tive as these changes are not expected to have a
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Accounting principles
The accounting principles presented below have
been applied consistently for the reporting period
and for the group companies presented in the
consolidated financial statements.
GROUP ACCOUNTING AND CONSOLIDATION
PRINCIPLES
Subsidiaries are all entities over which the group
has control. The group controls an entity when
the group is exposed to, or has rights to, varia-
ble returns from its involvement with the entity
and has the ability to affect those returns through
its power over the entity. Subsidiaries are con-
solidated from the date on which control is trans-
ferred to the group until the date of which control
Associates are all entities over which the group
has significant influence, but which is not a sub-
sidiary nor a joint arrangement. Significant influ-
ence is the power to participate in the financial
and operating policy decisions of the investee,
without having control or joint control of these
policies. This is generally the case where the
group holds between 20 and 50 per cent of the
voting rights.
Investments in associates are accounted for using
the equity method of accounting, after initially
being recognised at cost. Subsequent to initial
recognition, the consolidated financial statements
include the group’s share of the profit and loss
and OCI of the associate, until the date on which
significant influence ceases to exist. Share of
profit or loss of the equity-accounted associate is
reported as part of net financial items in the con-
solidated accounts.
Dividends received from associates are pre-
sented as part of net cash flow from operating
activities in the statement of cash flows. Received
dividends are recognised as a reduction of the
Business combinations are accounted for using
the acquisition method as of the acquisition date,
which is the date when control is transferred to
the group. The consideration given is measured
at the fair values of the assets transferred, the
equity instruments that have been issued, liabili-
ties assumed on the transfer of control and direct
costs relating to the actual purchase. The cost
of acquisition also includes the fair value of all
assets or liabilities that are the result of an agree-
ment on contingent consideration.
Identifiable assets acquired and liabilities and
contingent liabilities assumed in a business com-
bination are measured initially at their fair values
at the acquisition date. The costs associated with
the business combination are expensed when
they are incurred.
If the aggregate of the consideration transferred,
the carrying amount of non-controlling interests
and the fair value on the acquisition date of any
previously held ownership interests exceeds the
fair value of the acquired entity’s identifiable net
assets, the difference is capitalised as goodwill.
If the aggregate is less than the company’s net
assets, the difference is immediately recognised
in profit or loss as a bargain purchase.
Contingent consideration is classified either as
equity or a financial liability. Amounts classified as
a financial liability are subsequently remeasured
to fair value with changes in fair value recognised
Intra-group balances and transactions, and any
significant unrealised gains and losses or income
and expenses arising from intra-group transac-
tions, are eliminated in preparing the consolidated
financial statements. Unrealised gains arising
from transactions with associated and joint ven-
tures are eliminated to the extent of the group’s
TRANSACTIONS
Foreign currency transactions are translated into
each group company’s functional currency using
the exchange rates at the dates of the transac-
tions. Monetary assets and liabilities in foreign
currencies are translated into the group compa-
ny’s functional currency using the exchange rate
on the balance sheet date. Foreign exchange
gains and losses resulting from the settlement of
such transactions and from the translation of mon-
etary assets and liabilities denominated in foreign
currencies other than NOK are recognised in the
income statement under net financial items.
Non-monetary assets and liabilities that are meas-
ured at fair value in a foreign currency are trans-
lated to the functional currency at the exchange
rates on the date the fair value is determined.
Translation differences on assets and liabilities
carried at fair value are reported as part of the fair
The core principle of IFRS 15 is that an entity
should recognise revenue to depict the transfer
of promised goods or services to customers in an
amount that reflects the consideration to which
the entity expects to be entitled in exchange for
those goods or services. The group recognises
revenue when (or as) a performance obligation
is satisfied, that is when 'control' of the goods or
services underlying the particular performance
obligation is transferred to the customer.
The majority of revenue for the group relates to
sale of goods where the control is transferred to
the customer at a point in time, depending on the
contracted delivery terms. There is only one per-
formance obligation in each contract and no vari-
able consideration.
For the revenue that is recognised over time, the
group is using cost incurred compared to total
expected cost (cost to cost) as a measure of pro-
gress. The contracts usually consist of only one
performance obligation and there are no signifi-
cant variable components in the transaction price.
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Sale of goods
The group manufactures and sells a range of elec-
tronic equipment in the industrial market. Sales
are recognised when control of the products has
transferred, being when the products are deliv-
ered to customer, the customer has full discretion
over the channel and price to sell the products,
and there is no unfulfilled obligation that could
affect the customer’s acceptance of the products.
Delivery occurs when the products have been
shipped to the specific location, the risks of obso-
lescence and loss have been transferred to the
customer, and either the customer has accepted
the products in accordance with the sales con-
tract, the acceptance provisions have lapsed, or
the group has objective evidence that all criteria
for acceptance have been satisfied.
A receivable is recognised when the goods are
delivered as this is the point in time that the con-
sideration is unconditional because only the pas-
sage of time is required before the payment is due.
Sale of services
Revenue from providing services is recognised in
the accounting period in which the services are
rendered. For fixed-price contracts, revenue is
recognised based on the actual service provided
to the end of the reporting period as a proportion
of the total services to be provided, because the
customer receives and uses the benefits simulta-
neously. This is determined based on the actual
cost spent relative to the total expected costs.
Some contracts include multiple deliverables,
such as the sale of hardware and related instal-
lation services. Where the contracts include mul-
tiple performance obligations, the transaction
price will be allocated to each performance obli-
gation based on the stand-alone selling prices.
Where these are not directly observable, they are
estimated based on expected cost-plus margin.
If contracts include the installation of hardware,
revenue for the hardware is recognised at a point
in time when the hardware is delivered, the legal
title has passed, and the customer has accepted
the hardware.
Estimates of revenues, costs, or extent of pro-
gress toward completion are revised if circum-
stances change. Any resulting increases or
decreases in estimated revenues or costs are
reflected in profit or loss in the period in which
the circumstances that give rise to the revision
become known by management.
In the case of fixed-price contracts, the cus-
tomer pays the fixed amount based on a payment
schedule. If the services rendered by the group
exceed the payment, a contract asset is recog-
nised. If the payments exceed the services ren-
dered, a contract liability is recognised.
Financing components
In contracts where the period between the trans-
fer of the promised goods or services to the cus-
tomer and payment by the customer exceeds one
year, the transaction prices are adjusted for the
For defined contribution plans, contributions are
paid into pension insurance plans. Contributions
to defined contributions plans are charged to the
income statement in the period to which contribu-
Government grants are recognised where there
is reasonable assurance that the grant will be
received, and all attached conditions will be com-
plied with. Government grants are recognised at
the value of the contribution at the transaction
date. Government grants are either accounted for
as reduction of expenses, or intangible assets if
a grant is related to research and development of
Financial income and financial expenses comprise
interest income and expense on borrowings, for-
eign exchange gains and losses, dividend income,
gains and losses on derivatives and change in the
fair value of financial assets at fair value through
the income statement. Foreign currency gains
Income tax recognised in the income statement
comprises current and deferred tax. Income tax is
recognised in the income statement except to the
extent that it relates to items recognised directly
in equity or other comprehensive income.
Current income tax is the expected tax payable
on the taxable income for the year, using tax rates
enacted or substantially enacted as at the bal-
ance sheet date, and any adjustment to the tax
payable in respect of previous years.
Deferred tax is recognised, using the liability method,
in respect of temporary differences between the
carrying amounts of assets and liabilities for finan-
cial reporting and the amounts used for taxation pur-
poses. Deferred tax is not recognised for:
^
Goodwill not deductible for tax purposes
^
The initial recognition of assets and liabilities in a
transaction that is not a business combination and
that affect neither accounting nor taxable profit
^
Temporary differences relating to investments
in subsidiaries, if it is probably that they will not
reverse in the foreseeable future
Deferred income tax is determined using tax rates
(and laws) that have been enacted or substan-
tially enacted as at the balance sheet date and
are expected to apply when the related deferred
income tax asset is realised or the deferred
income tax liability is settled.
Deferred tax assets and liabilities are offset if:
^
There is a legally enforceable right to offset
current tax assets and liabilities
^
They related to income taxes levied by the
same taxation authority on the same taxable
entity, or on different taxable entities which
intend either to settle current tax liabilities
or assets on a net basis, or to realise the tax
assets and settle the liabilities simultaneously.
Deferred tax assets are recognised if it is prob-
able that future taxable profits will be available
against which the temporary differences can be
An asset is classified as current when it is
expected to be realised or is intended for sale
or consumption in the group’s normal operating
cycle, it is held primarily for the purpose of being
traded, or it is expected/due to be realised or set-
tled within twelve months after balance sheet
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A liability is classified as current when it is
expected to be settled in the group’s normal
operating cycle, is held primarily for the purpose
of being traded, the liability is due to be settled
within twelve months after the balance sheet
date, or if the group does not have an uncondi-
tional right to defer settlement of the liability for at
least twelve months after the reporting period. All
An item of property, plant and equipment is rec-
ognised as an asset if it is probably that the future
economic benefit associated with the assets
will flow to the group, and its cost can be relia-
bly measured. Property, plant and equipment is
stated at historical cost less accumulated depre-
ciation and impairment losses. Historical cost
includes expenditure directly attributable to the
asset’s acquisition.
When significant parts of an item of property,
plant and equipment have different useful lives,
major components are accounted for as separate
items.
Gains and losses on disposals are determined by
comparing proceeds with carrying amount. These
are included in the income statement. An asset’s
carrying amount is written down immediately
to its recoverable amount if the asset’s carrying
amount is greater than its estimated recoverable
amount.
Subsequent costs
Subsequent costs are included in the asset’s car-
rying amount or recognised as a separate asset,
as appropriate, only when it is probable that
future economic benefits associated with the item
will flow to the group and the cost of the item can
be measured reliably. The carrying amount of any
component accounted for as a separate asset is
derecognised when replaced. All other repairs
and maintenance are charged to the income
statement during the reporting period as incurred.
Depreciation is recognised in the income state-
ment on a straight-line basis over the estimated
useful life of each major component of an item of
property, plant and equipment, taking residual
value into consideration. Depreciation methods,
useful lives and residual values are reviewed at
each balance sheet date. The depreciation meth-
ods and periods used by the group are disclosed
Development activities involve a plan or design for
the production of new or substantially improved
products and processes. Development expendi-
ture is capitalised only if development costs can be
measured reliably, the product and process is tech-
nically and commercially feasible, future economic
benefits are probable, and the group intends to and
has sufficient resources to complete development
and to use or sell the asset.
The capitalised expenditure includes cost of
materials, direct labour costs and operating
expenses that are directly attributable to develop-
ing and preparing the asset for its intended use.
Other development expenditures are recognised
in the income statement as an expense in the
period in which it occurs.
Capitalised development expenditures are recog-
nised at historic cost less accumulated amortisa-
tion and impairment losses. Acquired intangible
assets is measured following the same principle.
Amortisation is recognised in the income state-
ment on a straight-line basis over the estimated
useful lives of the intangible assets unless such
useful lives are indefinite. Intangible assets are
amortised from the day they are available for use.
The amortisation methods and periods used by
Goodwill acquired in a business combination rep-
resents cost price of the acquisition in excess of
the net fair value of identifiable net assets in the
acquired entity at the time of acquisition. Goodwill
is recognised initially at cost and subsequently
measured at cost less accumulated impairment
losses.
See note 14 and 22 for further details on
Inventory is stated at the lower of cost and net
realisable value. Cost is determined by the first-in
first-out (FIFO) method or the weighted average
cost formula. The cost of purchased inventory
is determined after deducting rebates and dis-
counts. Net realisable value is the estimated sell-
ing price in the ordinary course of business less
the estimated costs of completion and selling
The group classifies its financial assets in the fol-
lowing measurement categories:
^
Those to be measured subsequently at fair
value (either through OCI or through the
income statement), and
^
Those to be measured at amortised cost
The classification depends on the entity’s busi-
ness model for managing the financial assets and
the contractual terms of the cash flows.
For assets measured at fair value, gains and
losses will either be recorded in the income state-
ment or OCI. For investments in equity instru-
ments that are not held for trading, this will
depend on whether the group has made an irrev-
ocable election at the time of initial recognition
to account for the equity investment at fair value
through other comprehensive income (FVOCI).
Regular way purchases and sales of financial
assets are recognised on trade-date, the date on
which the group commits to purchase or sell the
asset. Financial assets are derecognised when
the rights to receive cash flows from the finan-
cial assets have expired or have been transferred
and the group has transferred substantially all the
Trade receivables are amounts due from cus-
tomers for goods sold or services performed in
the ordinary course of business. They are gener-
ally due for settlement within 30-60 days and are
therefore classified as current. Trade receivables
measured at fair value upon initial recognition,
and thereafter at amortised cost, less allowance
made for credit losses. The interest rate element
is disregarded if insignificant, which is the case for
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Cash and cash equivalents consist of bank depos-
its on call with financial institutions and other
short-term, highly liquid investments with original
Trade payables are recognised at the original
invoiced amount. Other payable are recognised
initially at fair value. Trade and other payables are
valued at amortised cost using the effective inter-
est rate method. The interest rate element is dis-
regarded if it is insignificant, which is the case for
Interest-bearing borrowings are recognised
initially at fair value, net of transaction costs
incurred. Subsequent to initial recognition, inter-
est-bearing borrowings are measured at amor-
tised cost with any difference between cost and
redemption value being recognised in the income
statement over the period of the borrowings on
The carrying amount of the groups non-financial
assets (other than deferred tax assets and inven-
tory) are reviewed at the end of each reporting
period to determine whether there is any indica-
tion of impairment. If an indication of impairment
exists, the asset’s recoverable amount is esti-
mated. Intangible assets with an indefinite useful
life and intangible assets that are not yet availa-
ble for use are tested for impairment annually, or
more frequently if events or changes in circum-
stances indicate that they might be impaired.
For the purposes of impairment testing, assets
are grouped together into the smallest group of
assets that generates cash inflows from continu-
ing use that are largely independent of the cash
inflows from other assets or groups of assets
(cash-generating units).
An impairment loss is recognised for the amount
by which the asset's carrying amount exceeds its
recoverable amount and recognised in the income
statement. The recoverable amount is the higher of
an asset's fair value less costs of disposal and value
in use. In assessing value in use, the estimated
future cash flows are discounted to their present
value using a pre-tax discount rate that reflects the
current market assessments of the time value of
money and the risks specific to the asset.
An impairment loss on goodwill is not reversed.
For assets other than goodwill, an impairment
loss is reversed if there has been a change in
the estimates used to determine the recoverable
amount. An impairment loss is reversed only to
the extent that the asset’s carrying amount does
not exceed the carrying amount, net of depreci-
ation or amortisation, calculated as if no impair-
The group assesses on a forward-looking basis
the expected credit losses associated with its
debt instruments carried at amortised cost and
FVOCI. The impairment methodology applied
depends on whether there has been a significant
increase in credit risk.
There are mainly trade receivables that are sub-
ject to the expected credit loss model in IFRS
9. For trade receivables, the group applies the
simplified approach permitted by IFRS 9, which
requires expected lifetime losses to be recog-
nised from initial recognition of the receiva-
bles. Trade receivables are grouped based on
shared credit risk characteristics and days past
due. Expected losses are primarily calculated
through an individual and specific assessment of
each customer / receivable. The assessment is
carried out by senior staff in the group's finance
department in dialogue with the management of
the operating segments. For trade receivables
that are more than 90 days past due date, a sce-
nario analysis is performed. The scenario analysis
includes scenarios for (i) the client's bankruptcy,
(ii) the client executes debt negotiations and (iii)
A provision is recognised when the group has a
present obligation as a result of a past event that
can be estimated reliably, and it is probable that
the group will be required to settle the obliga-
tion. If the effect is material, provisions are deter-
mined as the present value of expected future
cash flows, discounted by a market based pre-tax
discount rate.
Warranty provisions are made for expected future
expenses related to delivered products and ser-
vices. The provisions are based on historic data of
The group applies IFRS 16, and its leasing agree-
ments primarily consist of rent of office premises
and manufacturing equipment with various lease
terms and conditions.
Upon entering into a contract, an assessment is
made of whether an agreement contains a lease
arrangement entitling the group to control the use
of an identified asset. If the lease is identified as
such, assets and associated liabilities are recog-
nised at the start of the lease. The group deter-
mines the lease term as the non-cancellable term
of the lease, together with any periods covered
by an option to extend the lease if it is reasona-
bly certain to be exercised, or any period covered
by an option to terminate the lease if it is reason-
ably certain to be exercised. Lease payments for
the first twelve month following the balance sheet
date is classified as current liabilities.
Right-of-use assets
The group recognises right-of-use asset at the
lease commencement date. The right-of-use
asset is initially measured at cost, and subse-
quently at cost less any accumulated depreci-
ation and impairment losses and adjusted for
certain remeasurements of the lease liability. The
cost of right-of-use asset includes the amount
of lease liability recognised, initial direct costs
incurred and lease payments made at or before
the commencement date, less any lease incen-
tives received. The right-of-use asset is deprecia-
tion on a straight-line basis over the shorter of the
asset’s estimated useful life and the lease term
and is subject to impairment assessment of non-fi-
nancial assets.
Lease liabilities
The lease liability is initially measured at the pres-
ent value of the lease payment that are not paid
at the commencement date, discounted using
the interest rate implicit in the lease or, if that rate
cannot be readily determined, the group’s incre-
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mental borrowing rate as the discount rate. The
lease payments include fixed payments and vari-
able lease payments that depend on an index or
rate.
The lease liability is subsequently increased
by the interest cost on the lease liability and
decreased by the lease payment made. It is
remeasured when there is a change in future
lease payments arising from a change in an index
or rate, or as appropriate, changes in the assess-
ment of whether an extension option is reasona-
bly certain to be exercised or a termination option
is reasonably certain not to be exercised.
Short-term leases and lease of low value assets
The group applies the recognition exemption to
its leases that have a lease term of 12 months or
less from the commencement date and do not
contain a purchase option. The group also applies
recognition exemption to leases that are consid-
ered low-value assets, mainly IT and office equip-
ment.
Lease payments associated with short-term
leases and low-value assets are recognised on
a straight-line basis as an expense in the income
Dividends are recorded in the group’s consoli-
dated financial statement in the period which they
Financial risk and exposure
NORBIT is exposed to different types of finan-
cial risk, including interest-, currency-, credit-,
and liquidity risks. The group’s finance depart-
ment is responsible for carrying out the policies
and guidelines for financial risk management
approved by the Board.
INTEREST RATE RISK
The group’s main interest rate risk arises from
long-term borrowings with variable rates, which
expose the group to cash flow interest rate risk.
NORBIT has no financial instruments related to
hedging of interest rates.
Trade and other receivables and trade and other
payables are interest free and with a term of less
than one year, hence there is no interest rate risk
associated with these financial assets and liabil-
ities.
The following table shows the group's sensitiv-
ity to potential changes in interest rates. The cal-
culation takes into account all interest-bearing
financial instruments. The calculation in the table
shows the effect based on interest-bearing finan-
cial instruments at the balance sheet date.
Interest rate exposure
Impact on pre-tax profit | Impact on pre-tax profit | |
Amounts in NOK million | 2023 | 2022 |
Interest rates - increase by 100 basis points 1) | (2.4) | (3.4) |
Interest rates - decrease by 100 basis points 1) | 2.4 | 3.4 |
1) Ceteris paribus
NORBIT has international operations and clients
and is exposed to currency risk through customer
contracts and purchase of products and services
in currencies other than the functional currency
(NOK). NORBIT is primarily exposed to EUR and
USD currencies.
The group’s exposure to foreign currency risk,
expressed in NOK million, at the end of the report-
ing period is set out in the table below.
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Foreign exchange exposure:
Amounts in NOK million | 31.12.2023 | 31.12.2022 |
Receivables | 152.9 | 170.5 |
Payables | (128.5) | (101.2) |
Bank deposits | 37.5 | 34.5 |
Overdraft facility 1) | (5.8) | 35.9 |
Sellers credit | 0.0 | (32.6) |
Net position | 56.0 | 107.1 |
1) NORBIT has a multi-currency overdraft facility (EUR, USD, GBP and NOK). The overdraft facility is shown net in the
consolidated financial statements. At 31 December 2023, the USD, EUR and GBP balance on the overdraft facility was
NOK -5.8 million (i.e. net debt).
Financial assets and liabilities – net foreign exchange exposure by major currencies:
31.12.2023 | 31.12.2022 | |||
Currency | NOK | Currency | NOK | |
USD | (0.8) | (7.9) | (0.1) | (1.2) |
EUR | 4.7 | 52.3 | 8.0 | 84.6 |
GBP | 0.1 | 0.9 | 0.8 | 10.0 |
HUF | 416.0 | 12.2 | 522.8 | 13.7 |
PLN | 0.9 | 2.3 | 0.8 | 1.8 |
SEK | (3.1) | (3.2) | (2.0) | (1.9) |
DKK | 0.3 | 0.4 | 0.5 | 0.7 |
JPY | (33.5) | (2.4) | (21.5) | (1.6) |
Other | 1.4 | 1.0 | ||
Net position | 56.0 | 107.1 |
Fluctuations in exchange rates can lead to
increased or decreased profit margin in contracts
with customers compared to the initial project cal-
culus. The group was a net seller of EUR and a net
buyer of USD during 2023.
The group rebalances the short-term (within 90
days) main currency exposures on a monthly
basis in order to have a neutral currency position
on trade receivables, trade payables and cash
deposits.
There were no derivatives outstanding at 31
December 2023 or at 31 December 2022. There is
currently an ongoing process to optimise foreign
exchange hedging through the use of derivatives.
Derivatives, if any, are only used for economic
hedging purposes and not as speculative invest-
ments. However, the group’s hedging policy
does not meet the hedge accounting criteria.
Hence, they are classified as ‘held for trading’ for
accounting purposes and are accounted for at fair
value through profit or loss. They are presented
as current assets or liabilities to the extent they
are expected to be settled within 12 months after
Fair value measurements of foreign currency
contracts, if any, are based on Marked to Market
reports from leading Norwegian currency traders,
Credit risk is the risk that one party to a finan-
cial instrument will cause a financial loss for the
other party by failing to discharge an obligation.
The group is exposed to credit risk related to cash
and cash equivalents, trade receivables and other
current receivables. The exposure to credit risk is
monitored on an ongoing basis within the group.
Cash and cash equivalents
Cash deposits are held with reputable banks with
strong credit-ratings. Based on their credit ratings,
management does not expect any of these finan-
cial institutions to fail to meet their obligations.
Trade receivables
The group has inherent credit risk through the
fact that a client may not be able to meet its obli-
gations under a contract. The group applies
the IFRS 9 simplified approach to measuring
expected credit losses which uses a lifetime
expected loss allowance for all trade receivables.
Liquidity risk is the risk that the group is unable to
meet the obligations associated with its financial
liabilities. For NORBIT, liquidity risk is managed by
maintaining sufficient cash deposits and available
committed credit lines that the group can draw
on to meet its obligations as they occur. NOR-
BIT has a centrally managed multi-currency cash
pool arrangement where most subsidiaries are
connected. The liquidity trend is monitored fre-
quently, supported by budgets and forecasts.
As per 31 December 2023 , NORBIT had NOK
530.0 million in undrawn credit facilities, provid-
ing a solid liquidity buffer.
Maturities of financial liabilities
The table below provides an overview of the
maturity profile of all financial liabilities. For inter-
est-bearing borrowings the stated amount of con-
tractual cash flows is including estimated interest
payments. Other items are stated at booked
amounts. In cases where the counterparty may
claim earlier redemption, the amount is placed in
the earliest period the payment may be required
from the counterparty.
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Contractual maturities of financial liabilities at 31 December 2023
Carrying | |||||
Between | Total | amount | |||
Less than | 1 year and 5 | Over | contractual | (assets) / | |
Amounts in NOK million | 1 year | years | 5 years | cash flows | liabilities |
At 31 December 2023 | |||||
Trade payables | 174.5 | 0.0 | 0.0 | 174.5 | 174.5 |
Interest-bearing borrowings | 110.1 | 131.1 | 0.0 | 241.2 | 211.5 |
Lease liabilities | 17.2 | 33.0 | 4.5 | 54.7 | 54.7 |
Other payables | 94.0 | 0.0 | 0.0 | 94.0 | 94.0 |
Total | 395.9 | 164.1 | 4.5 | 564.5 | 534.7 |
Contractual maturities of financial liabilities at 31 December 2022
Carrying | |||||
Between | Total | amount | |||
Less than | 1 year and 5 | Over | contractual | (assets) / | |
Amounts in NOK million | 1 year | years | 5 years | cash flows | liabilities |
| At 31 December 2022 | |||||
Trade payables | 132.6 | 0.0 | 0.0 | 132.6 | 132.6 |
Interest-bearing borrowings | 197.0 | 162.6 | 1.3 | 360.8 | 337.4 |
Lease liabilities | 11.8 | 24.0 | 0.0 | 35.8 | 35.8 |
Other payables | 63.0 | 0.0 | 0.0 | 63.0 | 63.0 |
Total | 404.4 | 186.6 | 1.3 | 592.3 | 568.9 |
Segment information
Description of segments and principal activities
NORBIT ASA is organised in three operating seg-
ments; Oceans, Connectivity and Product Innova-
tion & Realization (PIR). The operating segments
are aligned with the internal reporting and the
operating segments are components of the group
that are evaluated regularly by the management
team.
The Oceans segment delivers tailored technol-
ogy solutions to global maritime markets, and
the Connectivity segment is a leading supplier of
solutions for asset identification, monitoring and
tracking. The third segment, PIR, provides R&D
products and services and contract manufactur-
ing to key customers.
Oceans encompasses all NORBIT’s knowledge
and competence targeting the global maritime
markets, including proprietary technology and
solutions. The business unit offers ultra-com-
pact sonars for a range of special applications
including seabed mapping and hydrography. The
segment has further developed proprietary solu-
tions and software for maritime and environmen-
tal monitoring, including security applications.
NORBIT is continuously working on expanding its
offering in selected applications.
The Connectivity segment enables clients to dig-
itise their operations through data collection and
tailored sensor analysis with connectivity devices,
cloud computing and data fusions being directly
integrated into the client’s business software or
as stand-alone services.
The Product Innovation & Realization segment
(PIR) offers R&D services and contract manu-
facturing to long-term key industrial customers
through in-house capabilities and a high degree
of robotised production. In addition, the segment
sells products based on proprietary technology,
including special instrumentation based on radar,
radio frequency and embedded signal processing
technology.
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Financial results reportable segments
2023 | |||||
Amounts in NOK million | Oceans | Connectivity | PIR | Group/ eliminations | Total |
Revenues | 599.0 | 540.3 | 411.8 | (32.2) | 1 518.9 |
Raw materials and change in inventories | 175.9 | 208.4 | 233.2 | (2.8) | 614.7 |
Operating expenses | 211.9 | 146.6 | 126.6 | 27.3 | 512.4 |
EBITDA | 211.1 | 185.3 | 52.0 | (56.6) | 391.8 |
EBITDA margin | 35% | 34% | 13% | 26% | |
Depreciation | 21.1 | 8.8 | 16.1 | 2.7 | 48.6 |
Amortisation and impairment | 24.3 | 37.2 | 1.2 | (3.7) | 59.0 |
EBIT | 165.7 | 139.3 | 34.7 | (55.6) | 284.2 |
Total financial items (not allocated) | (38.1) | ||||
Profit before tax | 246.0 | ||||
Taxes (not allocated) | (60.8) | ||||
Profit after tax | 185.3 |
2022 | |||||
Amounts in NOK million | Oceans | Connectivity | PIR | Group/ eliminations | Total |
Revenues | 443.0 | 308.0 | 456.5 | (40.1) | 1 167.5 |
Raw materials and change in inventories | 149.8 | 109.7 | 307.4 | (17.4) | 549.5 |
Operating expenses | 145.6 | 121.0 | 101.3 | 14.7 | 382.6 |
EBITDA | 147.6 | 77.4 | 47.8 | (37.5) | 235.3 |
EBITDA margin | 33% | 25% | 10% | 20% | |
Depreciation | 17.6 | 7.8 | 13.6 | 2.7 | 41.7 |
Amortisation and impairment | 15.5 | 29.1 | 0.1 | 0.0 | 44.8 |
EBIT | 114.4 | 40.5 | 34.0 | (40.1) | 148.8 |
Total financial items (not allocated) | (28.0) | ||||
Profit before tax | 120.8 | ||||
Taxes (not allocated) | (14.1) | ||||
Profit after tax | 106.7 |
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Salaries, pension and social security costs
Payroll expenses
Amounts in NOK million | 2023 | 2022 |
Salaries | 308.1 | 222.7 |
Pension costs | 16.0 | 11.9 |
Payroll tax | 45.5 | 31.7 |
Capitalised payroll expenses as development asset | (16.1) | (22.4) |
Other payroll expenses | 6.8 | 6.3 |
Total employee benefit expenses | 360.3 | 250.2 |
Average number of FTEs | 498 | 418 |
Pension arrangements
The Norwegian group companies have pension
plans secured through collective agreements in
life insurance companies and are subject to the
Norwegian Act on Occupational Pension. The
group meets the requirement of this legislation.
The group has pension plans with defined con-
tribution plans. The defined contribution plan
means that the company has not incurred any
future obligation. After the annual grant is paid
the company has fulfilled its obligation in accord-
ance with the arrangement.
In addition, some of the Norwegian companies in
the group are members of an agreement-based
early retirement plan (AFP). The scheme provides
the employees the opportunity to retire before
the normal retirement age in Norway of 67 years.
Employees who choose retirement will retain a
lifelong benefit from the age of 62 years. The Nor-
wegian Accounting Standards Board has issued a
statement concluding that the AFP plan is a mul-
ti-employer defined benefit plan. The AFP plan
exposes the participating entities to actuarial risk
associated with employees of other entities with
the result that there is no consistent and reliable
basis for allocating the obligation, plan assets and
costs to individual participating entities. Sufficient
information is not available to use defined benefit
accounting and the AFP plan is accounted for as a
defined contribution plan.
The group’s subsidiaries outside of Norway have
pension plans based on local practice and regu-
Other operating expenses
Amounts in NOK million | 2023 | 2022 |
External services | 75.9 | 73.9 |
Travel expenses | 15.1 | 10.6 |
Freight | 14.4 | 8.0 |
Office supplies | 8.1 | 4.8 |
Marketing | 6.6 | 5.0 |
Guarantee, service and support | 5.5 | 1.8 |
Other operating expenses | 26.7 | 28.4 |
Total operating expenses | 152.2 | 132.4 |
The table below summarises audit fees, as well
as fees for audit services, tax services and other
audit related services incurred by the group dur-
ing 2023 and 2022.
Amounts in NOK million | 2023 | 2022 |
Audit fee | 1.4 | 1.4 |
Tax advisory fee | 0.0 | 0.0 |
Other audit related services | 0.4 | 0.1 |
Auditor's remuneration in other operating expenses | 1.9 | 1.5 |
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Financial income and financial expenses
Amounts in NOK million | 2023 | 2022 |
Financial income | ||
Interest income | 1.1 | 0.2 |
Other financial income | 2.1 | 0.5 |
Financial income | 3.2 | 0.7 |
Financial expenses | ||
Interest expenses | 29.7 | 16.2 |
Financial exchange loss (net) | 10.6 | 10.5 |
Other financial expenses | 1.0 | 1.8 |
Financial expenses | 41.3 | 28.5 |
Share of profit of associates | 0.0 | (0.2) |
Net financial items | (38.1) | (28.0) |
Income tax
Income tax specification
Amounts in NOK million | 2023 | 2022 |
Current tax | ||
Current tax on profits Norwegian companies | 56.2 | 12.0 |
Current tax on profits foreign companies | 1.0 | 3.5 |
Adjustments for current tax of prior periods | 1.4 | 0.0 |
Total current tax expense | 58.7 | 15.5 |
Deferred income tax | ||
Change in deferred tax | 2.2 | (1.4) |
Total deferred tax expense/(benefit) | 2.2 | (1.4) |
Total income tax expense | 60.8 | 14.1 |
Reconciliation between nominal and effective tax rates
Amounts in NOK million | 2023 | 2022 |
Profit before income tax expense | 246.0 | 120.8 |
Expected tax calculated at Norwegian tax rate of 22% | 54.1 | 26.6 |
Effect of different tax rates abroad | (2.0) | (0.2) |
Change in previously not recognised deferred tax assets | 0.7 | (13.2) |
Other items | 8.0 | 1.0 |
Subtotal | 60.8 | 14.1 |
Effective tax rate | 25% | 12% |
Amounts recognised directly in equity | ||
Amounts in NOK million | 2023 | 2022 |
Deferred tax | - | - |
Total | 0 | 0 |
Deferred tax assets
Amounts in NOK million | 2023 | 2022 |
The balance comprises temporary differencs attributable to: | ||
Intangible and fixed assets | (12.2) | (14.2) |
Inventories | (2.6) | (1.9) |
Other assets and liabilities | (3.1) | (2.9) |
Total deferred tax assets | (18.0) | (19.0) |
Unrecognised deferred tax assets | 4.1 | 3.4 |
Net deferred tax assets | (13.9) | (15.6) |
Deferred tax | ||
Amounts in NOK million | 2023 | 2022 |
The balance comprises temporary differencs attributable to: | ||
Intangible and fixed assets | 3.1 | 3.6 |
Total | 3.1 | 3.6 |
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Change in deferred tax assets
Intangible and | |||||
Amounts in NOK million | Tax losses | fixed assets | Inventories | Other | Total |
Movements | |||||
At 1 January 2022 | (0.0) | (12.3) | (1.2) | 0.3 | (13.3) |
(Charged)/credited | |||||
-to profit or loss | 0.0 | (1.7) | (0.7) | 0.3 | (2.1) |
Acquisition of subsidiary | 0.0 | (0.2) | 0.0 | 0.0 | (0.2) |
At 31 December 2022 | 0.0 | (14.2) | (1.9) | 0.6 | (15.6) |
At 1 January 2023 | 0.0 | (14.2) | (1.9) | 0.6 | (15.6) |
(Charged)/credited | 0.0 | 0.0 | 0.0 | 0.0 | |
- to profit or loss | 0.1 | 2.0 | (0.7) | 0.3 | 1.8 |
Acquisition of subsidiary | (0.1) | 0.0 | 0.0 | 0.1 | (0.0) |
At 31 December 2023 | 0.0 | (12.2) | (2.6) | 1.0 | (13.9) |
Change in deferred tax
Intangible and | |||||
Amounts in NOK million | Tax losses | fixed assets | Inventories | Other | Total |
At 1 January 2022 | 0.0 | 4.0 | 0.0 | 0.0 | 4.0 |
(Charged)/credited | |||||
-to profit or loss | 0.0 | (0.4) | 0.0 | 0.0 | (0.4) |
At 31 December 2022 | 0.0 | 3.6 | 0.0 | 0.0 | 3.6 |
At 1 January 2023 | 0.0 | 3.6 | 0.0 | 0.0 | 3.6 |
(Charged)/credited | |||||
-to profit or loss | 0.0 | (0.4) | 0.0 | 0.0 | (0.4) |
At 31 December 2023 | 0.0 | 3.1 | 0.0 | 0.0 | 3.1 |
Deferred tax assets are recognised only if it is
probable that future taxable amounts will be avail-
able to utilise temporary differences and losses.
The group has assessed the probability of obtain-
ing the necessary taxable profits based on budg-
Earnings per share
Amounts in NOK | 2023 | 2022 |
Basic earnings per share | ||
Total basic earnings per share attributable to the ordinary equity | ||
holders of the company | 3.11 | 1.82 |
Diluted earnings per share | ||
Total diluted earnings per share attributable to the ordinary equity | ||
holders of the company | 3.10 | 1.82 |
Reconciliations of earnings used in calculating earnings per share | ||
Amounts in NOK million | 2023 | 2022 |
Profit from continuing operations attributable to the ordinary | ||
equity holders of the company: | ||
Used in calculation basic earnings per share | 185.3 | 106.7 |
Used in calculating diluted earnings per share | 185.3 | 106.7 |
Number | 2023 | 2022 |
Weighted average number outstanding | 59 564 339 | 58 662 698 |
Weighted average number diluted | 59 684 428 | 58 725 000 |
Basic earnings per share
Basic earnings per share amounts are calculated
by dividing net profit for the period attributable to
ordinary equity holders of the parent company by
the weighted average number of ordinary shares
outstanding during the period.
Diluted earnings per share
Diluted earnings per share amounts are calcu-
lated by dividing the net profit attributable to
equity holders of the parent company by the
weighted average number of shares outstand-
ing during the year plus the number of potential
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Property, plant and equipment
Machinery, | |||
Land and | fixtures | ||
Amounts in NOK million | properties | and fittings | Total |
Cost at 1 January 2022 | 94.6 | 249.2 | 343.8 |
Accumulated depreciation | (26.0) | (167.0) | (193.1) |
Translation differences | 0.0 | (0.6) | (0.6) |
Net book amount 1 January 2022 | 68.6 | 81.5 | 150.1 |
Additions from acquisition of companies | 0.0 | 5.7 | 5.7 |
Additions | 2.8 | 25.5 | 28.3 |
Depreciation charge | (5.9) | (26.2) | (32.1) |
Translation differences | 0.0 | 0.0 | 0.0 |
Net book amount 31 December 2022 | 65.5 | 86.6 | 152.1 |
Cost at 1 January 2023 | 97.4 | 280.4 | 377.8 |
Accumulated depreciation | (31.9) | (193.2) | (225.1) |
Translation differences | 0.0 | (0.6) | (0.6) |
Net book amount 1 January 2023 | 65.5 | 86.6 | 152.1 |
Additions from acquisition of companies | 0.0 | 1.6 | 1.6 |
Additions | 2.5 | 43.8 | 46.3 |
Depreciation charge | (6.1) | (29.2) | (35.2) |
Translation differences | 0.0 | 1.5 | 1.5 |
Net book amount 31 December 2023 | 61.9 | 104.4 | 166.3 |
Useful life | 25 years | 3-7 years | |
Depreciation method | Linear | Linear |
Impairment loss and compensation
There were no impairment losses in 2023 and
2022.
Change in depreciation period
There were no changes to the depreciation
Right-of-use assets and leasing liabilities
NORBIT has chosen to present the right-of-use
assets as part of property, plant and equipment,
and the lease liabilities as separate line items the
balance sheet. The group does not have any right-
of-use assets that would meet the definition of
investment property.
As per year-end 2023, the group had a portfolio of
17 leases (2022: 14) which mainly consist of lease of
office premises and manufacturing equipment. As
per 31 December 2023, the leases had a weighted
average remaining lease term of 52 months. Exten-
sion options in the lease agreements have been
assessed and reflected in the IFRS 16 calculations if
use of the option is reasonably certain.
Leases are discounted using the interest rate
implicit in the lease agreements or, if that rate can-
not be readily determined, the estimated marginal
borrowing cost has been used, equivalent to 1M
NIBOR at the time of the agreements and the credit
margin according to the revolving credit facility (1.8
per cent) agreement.
Mahinery and | |||
Amounts in NOK million | Buildings | vehicles | Total |
Balance at 31 December 2021 | 14.7 | 0.0 | 14.8 |
Additions | 3.2 | 27.2 | 30.4 |
Depreciation expense | 8.6 | 1.1 | 9.7 |
Balance at 31 December 2022 | 9.3 | 26.2 | 35.6 |
Additions | 22.4 | 9.6 | 32.0 |
Depreciation expense | 9.6 | 3.8 | 13.4 |
Balance at 31 December 2023 | 22.2 | 32.0 | 54.2 |
Leasing liabilities | |||
Amounts in NOK million | 2023 | 2022 | |
Balance at 1 January | 35.9 | 15.0 | |
Additions | 32.0 | 30.4 | |
Accrued interest expense | 1.7 | 0.5 | |
Lease payments | (14.8) | (10.0) | |
Balance at 31 December | 54.7 | 35.9 | |
Current lease liabilities | 17.2 | 11.8 | |
Non-current lease liabilities | 37.5 | 24.0 | |
Total | 54.7 | 35.9 |
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Goodwill and intangible assets
Intangible assets | ||||
Trademark | ||||
Development | and customer | |||
Amounts in NOK million | costs | relationships | Total | Goodwill |
Cost at 1 January 2022 | 393.7 | 46.1 | 439.7 | 82.1 |
Accumulated amortisation | (182.5) | (1.9) | (184.4) | 0.0 |
Accumulated impairment | (12.3) | 0.0 | (12.3) | 0.0 |
Translation differences | (0.7) | 0.0 | (0.7) | 0.0 |
Net book amount 1 January 2022 | 198.2 | 44.2 | 242.3 | 82.1 |
Additions from acquisition of companies | 1.0 | 0.0 | 1.0 | 2.3 |
Additions | 60.5 | 0.0 | 60.5 | 0.0 |
Amortisation charge | (40.1) | (4.6) | (44.8) | 0.0 |
Translation differences | (0.3) | 0.0 | (0.3) | 0.0 |
Net book amount 31 December 2022 | 219.2 | 39.6 | 258.8 | 84.4 |
Cost at 1 January 2022 | 455.1 | 46.1 | 501.2 | 84.4 |
Accumulated amortisation | (222.6) | (6.5) | (229.2) | 0.0 |
Accumulated impairment | (12.3) | 0.0 | (12.3) | 0.0 |
Translation differences | (1.0) | 0.0 | (1.0) | 0.0 |
Net book amount 1 January 2023 | 219.2 | 39.6 | 258.8 | 84.4 |
Additions from acquisition of companies | 0.0 | 42.5 | 42.5 | 26.7 |
Additions | 60.2 | 0.0 | 60.2 | 0.0 |
Amortisation charge | (49.9) | (9.2) | (59.0) | 0.0 |
Translation differences | 0.1 | 0.7 | 0.8 | 0.0 |
Net book amount 31 December 2023 | 229.7 | 73.5 | 303.2 | 111.1 |
Useful life | 3-7 years | 10 years |
Intangible assets
Intangible assets primarily comprise capitalised
development costs related to plan or design for
the production of new or substantially improved
technology products.
In 2023, further development was made on own
technology and own products, mainly within the
market segments Oceans and Connectivity. In
Oceans, the majority of the capital spent relates to
the development of new applications and products
within the sonar space.
In the Connectivity segment, the development
projects are primarily related to next generation
connectivity devices for GNSS tolling for trucks,
DSRC-modules and software solutions for the ser-
vices delivered by iData Kft.
Capitalised development is normally amortised
over three to seven years on a straight-line basis.
Economic benefit is, however, considered for each
product and the amortisation period is equal to the
Impairment considerations
At the end of each reporting period, the group
assess whether there are indications that any
intangible asset has been impaired. If such indi-
cations are present, an estimate of the recovera-
ble amount of the asset is calculated. Regardless
of whether there is an indication of impairment,
intangible assets with indefinite useful lives or
intangible assets that are not yet available for use
at the balance sheet date, are tested every year.
To assess whether indications of impairment exist,
an analysis of future cash flows from intangible
assets similar to the requirements under IAS 36.39
is prepared. In this analysis estimated cash flow
from each asset or group of assets in a cash-gen-
erating unit is applied. The cash flow consists of
revenues, raw material cost, payroll cost, other
operating costs, as well as investments needed
to support the revenue assumption. Both external
documentation, budgets and forecasts are used
in preparing the analysis. It is also considered to
what extent previous estimates of future cash flows
have been met. Prevailing market conditions are
also taken into account, including its impact on esti-
mates and forecasts.
NORBIT has grouped its individual intangible
assets, other than goodwill, into five cash-gener-
ating units:
^
NORBIT ITS:
Includes all technology developed
within dedicated short-range communications
for products such as On-Board Units, units
for satellite-based tolling and enforcement
modules for tachographs. The cash-generating
unit is part of segment Connectivity.
^
NORBIT iData:
Consists of the software
technology developed by iData under the
iTrack brand. The cash-generating unit is part
of segment Connectivity.
^
NORBIT Oceans – Products:
Comprises
technology developed for subsea sonars for
seabed mapping and hydrography, as well
as lamps sold to the aquaculture market.
The cash-generating unit is part of segment
Oceans.
^
NORBIT Oceans – Solutions:
Comprises
the technology developed for security and
environmental monitoring applications in the
maritime environment. The cash-generating
unit is part of segment Oceans.
^
NORBIT ODM:
Consist of technology related
used in navigation system measuring
instruments. The cash-generating unit is part of
segment PIR.
Future cash flows are calculated at the present
value using a discount rate specific to the rele-
vant cash-generating unit, ranging from 9.7 per
cent 10.7 per cent (2022: 9.5 per cent to 10.7 per
cent). These rates are calculated based on the
rates implicit in the current market transactions
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for similar cash-generating units or based on the
weighted average cost of capital of several listed
companies that are relevant for a single asset (or
portfolio of assets), that in terms of potential per-
formance and risk corresponds to the relevant
asset being tested for impairment.
No indication of impairment was identified in
2023 or in 2022 due to the significant difference
between recoverable amount and carrying value.
It is referred to note 4 for accounting policies rele-
vant to intangible assets.
Change in amortisation period
There were no changes in amortisation profiles
during 2023.
Goodwill
In 2021, NORBIT made a recognition of NOK 82.1
million in goodwill in connection with the acquisi-
tions of Kilmore Marine Ltd and iData Kft. NOK 2.3
million in goodwill was recognised as part of the
acquisition of Aursund Maskinering AS in 2022
and NOK 26.7 million as a part of the acquisition of
Ping Digital Signal Processing Inc. Acquired com-
panies are integrated into each reporting segment,
where Kilmore Marine Ltd , Aursund Maskinering
AS and Ping Digital Signal Processing are included
in segment Oceans and iData Kft in segment Con-
nectivity.
Impairment testing was carried out for iData Kft
and Kilmore Marine Ltd as the companies repre-
sent the only cash-generating units containing
material goodwill not subject to a preliminary pur-
chase price allocation.
The recoverable amounts are determined based
on the higher of the cash-generating units fair
value less costs of disposal and value in use.
In accordance with IFRS 13, quoted prices in
active markets for similar assets have been
applied to measure fair value less cost of dis-
posal. Adjustments to the valuation multiples for a
group of comparable assets are made to reflect a
difference in the cost of capital between compara-
ble assets and the cash-generating units, as well
as control premiums to reflect transaction prices
in the quoted market.
For value in use, discounted cash flow models are
applied, in which management has projected cash
flows in the period from 2024 to 2028 based on
budget and forecasts. The key assumptions used
in the calculations are discussed below.
EBITDA and investments
EBITDA corresponds to operating profit before
depreciation and amortisation expenses, as
reported in the consolidated statement of profit
and loss. Assumptions with regards to EBITDA
projections are made in terms of revenue growth
for the products and services sold, as well as the
operating costs. Investments are determined
based on the expected revenue growth rate
applied in the forecast period as part of the busi-
ness plan. In judging these assumptions, histori-
cal data is considered, as well as the expectations
about the market development and future condi-
tions.
Terminal value
Terminal value beyond the forecast period is
determined applying the average of a terminal
value in perpetuity at a growth rate of 2.5 per cent
and the lower of an exit multiple in line with the
acquisition multiple and trading multiples for sim-
ilar assets.
Discount rate
The discount rate applied is the weighted average
cost of capital for the specific cash-generating units
and the industry and country the assets primarily
operate in. When estimating the discount rate, a
risk-free rate equal to the 10-year local government
bond yield is applied, as well as risk premium. The
discount rate is further adjusted for country risk,
liquidity risk as well as capital structure target. The
pre-tax discount rate applied in 2023 for the impair-
ment testing was 14.7 (14.9) per cent.
Conclusion and sensitivity
For the assets containing goodwill, the recovera-
ble amount estimated far exceeded the carrying
value and thus there were no indication of impair-
ment as of the balance sheet date. A sensitivity
analysis was not performed due to the significant
difference between the recoverable amount and
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Inventories
| Amounts in NOK million | 2023 | 2022 | |
Current assets | |||
Raw materials and stores | 437.9 | 338.0 | |
Work in progress | 13.9 | 12.7 | |
Finished goods - at cost | 110.2 | 75.6 | |
Book value | 562.0 | 426.3 | |
Inventory held at cost | 573.8 | 432.0 | |
Obsolescence raw materials | (11.8) | (5.1) | |
Obsolescence finished goods | (0.0) | (0.6) | |
Book value | 562.0 | 426.3 | |
Amounts in NOK million | 2023 | 2022 | |
Spesification of raw materials and consumables used | |||
Purchase of goods | 735.6 | 704.5 | |
Freight, customs etc. | 14.9 | 8.1 | |
Change of inventories | (135.7) | (163.1) | |
Total | 614.7 | 549.5 |
Financial assets and financial liabilities
Financial assets
Amounts in NOK million | 2023 | 2022 |
Financial assets at fair value | ||
Enua AS | 5.0 | 0.0 |
Tangen Næringsbygg AS | 0.1 | 0.1 |
ProVenture Seed III AS | 0.8 | 0.5 |
Total shares in other companies (through OCI) | 5.9 | 0.6 |
Amounts in NOK million | 2023 | 2022 |
Financial assets at amortised cost | ||
Trade receivables | 170.3 | 168.0 |
Cash and cash equivalents | 60.7 | 41.7 |
Total | 231.0 | 209.7 |
Financial liabilities
Amounts in NOK million | 2023 | 2022 |
Liabilities at amortised cost | ||
Trade payables | 174.5 | 132.6 |
Interest-bearing borrowings | 211.5 | 337.4 |
Lease liabilities | 54.7 | 35.8 |
Other payables | 94.0 | 63.0 |
Total | 534.7 | 568.9 |
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Amounts in NOK million | 2023 | 2022 |
Current assets | ||
Trade receivables | 177.1 | 178.9 |
Loss allowance | (6.7) | (10.9) |
Total | 170.3 | 168.0 |
Amounts in NOK million | 2023 | 2022 |
Not due | 100.4 | 109.9 |
1-30 days past due date | 31.7 | 37.4 |
31-60 days past due date | 4.4 | 7.7 |
60+ days past due date | 40.5 | 23.8 |
Total | 177.1 | 178.9 |
Total provisions stood at NOK 6.7 million as per year-end 2023, representing 3.8 per cent of the par value of
Cash and cash equivalents
Amounts in NOK million | 2023 | 2022 |
Bank deposits payable on demand | 49.6 | 33.5 |
Bank deposits restricted to tax payments | 11.1 | 8.2 |
Total | 60.7 | 41.7 |
Interest-bearing borrowings
2023 | |||
Amounts in NOK million | Current | Non-current | Total |
Overdraft facility | 20.0 | 0.0 | 20.0 |
Term loan | 63.9 | 102.9 | 166.7 |
Other borrowings | 5.0 | 19.7 | 24.7 |
Total interest-bearing borrowings | 88.9 | 122.6 | 211.5 |
2022 | |||
Amounts in NOK million | Current | Non-current | Total |
Revolving credit facility | 0.0 | 90.0 | 90.0 |
Overdraft facility | 140.6 | 0.0 | 140.6 |
Term loan | 3.7 | 46.7 | 50.4 |
Seller's credit | 32.6 | 0.0 | 32.6 |
Other borrowings | 5.9 | 17.9 | 23.8 |
Total interest-bearing borrowings | 182.8 | 154.6 | 337.4 |
Secured interest-bearing borrowings | |||
Amounts in NOK million | 2023 | 2022 | |
Long term debt | 122.6 | 154.6 | |
Short term debt | 88.9 | 150.1 | |
Total secured borrowings | 211.5 | 304.7 |
The group had four main loan facilities per the
balance sheet date, comprising of a long-term
revolving credit facility (RCF), a multi-currency
short-term overdraft facility and two term loans.
The credit limits are NOK 200 million and NOK
350 million on the RCF and overdraft facility,
respectively.
NORBIT had drawn NOK 20.0 million on the over-
draft facility as of December 31, 2023, while the
RCF was undrawn. NOK 166.7 million was out-
standing on the two terms loans.
The RCF and one term loan are priced at 3M
NIBOR + 1.8 per cent margin p.a., the overdraft
facility is priced at a 1M reference rate (NOK, USD
and EUR) + 1.4 per cent margin p.a, while the NOK
120 million term loan is priced at 3M NIBOR + 2.15
per cent margin p.a.
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The maturity date for the RCF is February 2025,
July 2024 for the first term loan and June 2026
for the NOK 120 million term loan. The two term
loans amortise over 15 and 7 years, respectively.
The overdraft facility is refinanced each year on a
rolling basis.
Refer to note 21 for details on covenants related
to the credit facilities.
Assets pledged as security
Amounts in NOK million | 2023 | 2022 |
Current | ||
Receivables | 111.5 | 120.1 |
Inventories | 537.3 | 413.2 |
Total current assets pledged as security | 648.8 | 533.3 |
Non-current | ||
Property, plant and equipment | 139.5 | 128.4 |
Total non-current assets pledged as security | 139.5 | 128.4 |
Total assets pledged as security | 788.4 | 661.7 |
Other current liabilities
Amounts in NOK million | 2023 | 2022 |
Payroll tax and other statutory liabilities | 29.1 | 18.2 |
Holiday pay accrual | 18.9 | 19.5 |
Prepayments from customers | 62.8 | 7.7 |
Warranty provisions | 5.7 | 4.5 |
Other payables and accruals | 75.3 | 43.6 |
Total | 191.8 | 93.3 |
Capital management
Capital allocation
NORBIT’s capital allocation framework and strat-
egy are determined by the board of directors.
Based on the framework, NORBIT has made the
following capital priorities to ensure continued
profitable growth, while at the same time main-
taining a robust financial position to mitigate
financial risks:
1.
Maintain a solid balance sheet
2.
Investments to support organic growth
3.
Strategic acquisitions to accelerate growth
4.
Shareholder distributions
The group’s objectives when managing the solid-
ity of its balance sheet and liquidity position are
the following:
^
Safeguard its ability to continue as a going
concern, so that it can provide a competitive
risk-adjusted return for shareholders and
benefits for other stakeholders
^
Maintain financial robustness and an optimised
capital structure in order to reduce cost of capital
^
Provide for financial flexibility
^
Maintain a robust headroom to covenants in
loan agreements
In order to optimise the capital structure, the
group may adjust the amount of dividends paid to
shareholders, return capital to shareholders, issue
new shares, reduce investments or sell assets to
reduce debt.
Covenants
The group monitors its covenants on the basis of
the following leverage ratios:
^
Carrying value of total equity as per cent of
carrying value of total assets
^
Net interest bearing debt (NIBD) including lease
liabilities over EBITDA (“NIBD ratio”)
NORBIT has a policy of maintaining a NIBD ratio
in the range of 1.0 – 2.5x in order to ensure a solid
balance sheet.
Loan covenants
Amounts in NOK million | 2023 | 2022 |
Equity ratios 31 December | ||
Total equity | 793.4 | 599.3 |
Total assets | 1 496.4 | 1 220.8 |
Equity ratio | 53% | 49% |
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Amounts in NOK million | 2023 | 2022 |
NIBD ratios 31 December | ||
Interest bearing borrowings | 211.5 | 337.4 |
Lease liabilities | 54.7 | 35.8 |
Cash and cash equivalents | (60.7) | (41.7) |
NIBD | 205.5 | 331.5 |
EBITDA | 391.8 | 235.3 |
NIBD to EBITDA ratio | 0.52 | 1.41 |
Under the terms of the major borrowing facilities,
the group is required to comply with the following
financial covenants:
^
Equity ratio:
Carrying value of total equity as
per cent of carrying value of total assets shall
exceed 30 per cent. To be reported by 30 June
and 31 December
^
NIBD ratio:
Total interest-bearing borrowings
and lease liabilities less cash and cash
equivalents over EBITDA (IFRS, as reported)
shall not exceed 4.0 times. To be reported each
quarter. EBITDA is calculated on a 12-month
rolling basis.
The group has complied with these covenants
throughout the reporting period and as per year-
end 2023 and 2022.
Dividend policy
NORBIT’s dividend policy objective is to provide
shareholders with a long-term competitive return
through an increase in the share price and pay-
ment of dividends. The dividend policy is to pay
out annual ordinary dividends between 30 and
50 per cent of the company’s net profit after tax,
with the intention to pay out potential excess cap-
ital as extraordinary dividends. When proposing
the total dividend payment, the board of directors
will take into account the company’s financial posi-
tion, investment plans, any restrictions by law, as
well as the needed financial flexibility to provide for
sustainable growth. To that end, the company has
set long-term financial targets relating to its capi-
tal structure to have a NIBD/EBITDA ratio between
1.0 –2.5x.
The board of directors has proposed that NOK
2.55 per share is paid as dividend for the finan-
cial year 2023, or NOK 152.9 million, representing
82 per cent of net profit after tax. This consists of
an ordinary dividend of NOK 1.55 per share and an
extraordinary dividend of NOK 1.00 per share.
In 2023, NORBIT paid NOK 0.70 per share in divi-
dends to the shareholders (NOK 41.2 million) for the
financial year 2022, representing 36.1 per cent of
Business combinations
Ping Digital Signal Processing Inc
In October 2023, NORBIT acquired 100 per cent
of the shares in Ping Digital Signal Procesing Inc,
a Canadian maritime technology company. The
company’s principal business activity is sales,
research and development of leading edge sonar
technology for mapping, imaging and exploring
the underwater environment. The total consider-
ation was NOK 39.5 million paid through a com-
bination of NOK 29.1 million in cash and NOK 10.4
million in issuance of consideration shares. The
purchase price and fair value of assets and liabil-
ities acquired are presented in the table below.
The company was consolidated from the date of
acquisition and the preliminary acquisition analy-
sis gave rise to goodwill of NOK 26.6 million. The
company is reported under segment Oceans.
Purchase price:
Amounts in NOK million | |
Considerations shares | 10.4 |
Cash consideration | 29.1 |
Total | 39.5 |
Recognised amount of identifiable assets and acquired liabilities assumed 1) | |
Property, plant and equipment | 0.1 |
Technology | 4.6 |
Trademark | 3.6 |
Inventories | 3.5 |
Trade receivables | 2.0 |
Other receivables | 0.6 |
Cash and cash equivalents | 2.8 |
Deferred tax liability | (2.2) |
Trade payables | (0.4) |
Other current liabilites | (1.7) |
Total identifiable net assets | 12.9 |
Goodwill | 26.6 |
Cash and cash equivalents in acquired business | 2.8 |
Total cash outflow from acquisition of business | 26.2 |
1)
The purchase price allocation is preliminary and may be subject to adjustments.
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Seahorse Geomatics Inc
In April 2023, NORBIT acquired the business
and certain assets from Seahorse Geomatics
Inc, Oceans’ distributor and reseller in the North
American market for more than a decade. The
purchase price was USD 2.5 million, including
value of purchased inventory. This was financed
by the issuance of 265 670 consideration shares
at a price of NOK 39.22, or NOK 10.4 million, NOK
8.7 million in cash and a seller credit of NOK 7.1
million. The seller credit will be repaid in equal
instalments in Q2 2024 and Q2 2025.
Purchase price:
Amounts in NOK million | |
Considerations shares | 10.4 |
Cash consideration | 8.7 |
Sellers credit | 7.1 |
Total | 26.2 |
Recognised amount of identifiable assets and acquired liabilities assumed 1) | |
Property, plant and equipment | 1.5 |
Technology | 5.5 |
Customer relationships | 12.4 |
Inventories | 6.8 |
Total identifiable net assets | 26.2 |
Cash and cash equivalents in acquired business | 0.0 |
Total cash outflow from acquisition of business | 8.7 |
1)
The purchase price allocation is preliminary and may be subject to adjustments.
CPS AS
In January 2023, NORBIT ASA acquired 100 per
cent ownership in the technology company CPS
AS. CPS design, develop and industrialise cus-
tom IoT ready devices for various areas of appli-
cation across a number of industry segments. The
devices are designed, developed, and industri-
alised based on proprietary modules. CPS also
provides firmware licenses and services to cus-
tomers. The total consideration was NOK 12.6
million paid through a combination of NOK 3.6
million in cash and NOK 9.0 million in issuance of
consideration share. The purchase price and fair
value of assets and liabilities acquired are pre-
sented in the table below. The company was con-
solidated from 1 January 2023 and the preliminary
analysis gave rise to NOK 14.7 million in fair value
adjustments relating to customer relationships
and technology. The company is reported under
segment Connectivity.
Purchase price:
Amounts in NOK million | |
Considerations shares | 9.0 |
Cash consideration | 3.6 |
Total | 12.6 |
Recognised amount of identifiable assets and acquired liabilities assumed 1) | |
Technology | 4.8 |
Customer relationships | 11.4 |
Inventories | 0.0 |
Trade receivables | 2.0 |
Cash and cash equivalents | 1.3 |
Deferred tax liability | (3.2) |
Interest-bearing borrowings | (1.5) |
Trade payables | (1.1) |
Other current liabilities | (1.2) |
Total identifiable net assets | 12.6 |
Cash and cash equivalents in acquired business | 1.3 |
Total cash outflow from acquisition of business | 2.3 |
1)
The purchase price allocation is preliminary and may be subject to adjustments.
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Aursund Maskinering AS
In November 2022, NORBIT ASA acquired 100
per cent ownership in Aursund Maskinering AS.
The company has been a key supplier for seg-
ment Oceans for several years. The total consid-
eration for the shares was NOK 9.3 million and
was paid through a combination of cash and an
interest-free sellers credit. Half of the sellers’
credit was due November 2023, while the remain-
der is due November 2024. The purchase price
and fair value of assets and liabilities acquired are
presented in the table below. The company was
consolidated from the date of acquisition and the
preliminary acquisition analysis gave rise to good-
will of NOK 2.3 million. Aursund Maskinering is
reported under segment Oceans.
Purchase price:
Amounts in NOK million | |
Cash consideration | 3.7 |
Sellers credit | 5.6 |
Total | 9.3 |
Recognised amount of identifiable assets and acquired liabilities assumed | |
Property, plant and equipment | 5.7 |
Inventory | 1.7 |
Trade receivables | 2.1 |
Other receivables | 0.1 |
Cash and cash equivalents | 1.5 |
Deferred tax liability | (0.3) |
Interest-bearing borrowings | (1.1) |
Trade payables | (0.1) |
Other short-term debt | (2.6) |
Total identifiable net assets | 7.0 |
Goodwill | 2.3 |
Cash and cash equivalents in acquired business | 1.5 |
Total cash outflow from acquisition of business | 7.8 |
Nicarnica Aviation AS
In March 2022, NORBIT ASA acquired 100 per
cent ownership in Nicarnica Aviation AS, a Nor-
wegian technology company that has developed
remote sensing solutions for detecting hazardous
emissions. The technology broadens and comple-
ments the existing environmental monitoring solu-
tions developed by segment Oceans. The total
consideration for the shares was NOK 0.9 million,
paid in cash to the sellers. The purchase price and
fair value of assets and liabilities acquired are pre-
sented in the table below. The company was con-
solidated from the date of acquisition.
Purchase price:
Amounts in NOK million | |
Cash consideration | 0.9 |
Total | 0.9 |
Recognised amount of identifiable assets and acquired liabilities assumed | |
Intangible assets | 1.0 |
Deferred tax asset | 2.0 |
Cash and cash equivalents | 0.0 |
Interest-bearing borrowings | (1.6) |
Trade payables | (0.4) |
Other current liabilities | (0.1) |
Total identifiable net assets | 0.9 |
Cash and cash equivalents in acquired business | 0.0 |
Total cash outflow from acquisition of business | 0.9 |
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Equity-accounted investees
Equity-accounted investees include associated
companies of NORBIT and are defined as related
parties. See note 25 for overview of transactions
and balances with associated companies.
Interests in associates
Set out below are the associates of the group as
per 31 December 2022. The entities listed below
have share capital consisting solely of ordinary
shares, which are held directly by the parent com-
pany. The proportion of ownership interest is the
same as the proportion of voting rights held.
Ownership | Carrying amount | ||||
Amounts in NOK million | 2023 | 2022 | 2023 | 2022 | |
Associated company | Head office | ||||
Kvikna Consulting Ehf. | Reykavik | 33% | 33% | 0.7 | 0.7 |
Total | 0.7 | 0.7 |
Kvikna Consulting Ehf
Based in Reykjavik, Iceland, Kvikna Consulting Ehf.
is a software company providing services to all of
NORBIT’s operating segments. NORBIT ASA owns
33.33 per cent of the shares in the company.
Share of profits from associates
Amounts in NOK million | 2023 | 2022 |
Kvikna Consulting Ehf. | 0.0 | (0.2) |
Share of profit from associates | 0.0 | (0.2) |
Share capital and shareholder information
Share capital and share premium
The share capital in NORBIT ASA as per 31 Decem-
ber 2023 consists of one share class with a total
of 60 017 415 shares with a face value of NOK 0.10
with a total share capital of NOK 6 001 74.50
Number of shares | 2023 | 2022 |
Ordinary shares | ||
Fully paid | 60 017 415 | 58 901 139 |
Total number of shares | 60 017 415 | 58 901 139 |
Movements in ordinary shares
Number of | ||||
Amounts in NOK million | shares | Par value | Share premium | Total |
Balance 1 January 2022 | 58 459 302 | 5.8 | 308.8 | 314.6 |
Ordinary issue | 441 837 | 0.0 | 11.2 | 33.5 |
Balance 31 December 2022 | 58 901 139 | 5.9 | 319.9 | 325.8 |
Ordinary issue | 1 116 276 | 0.1 | 47.8 | 47.9 |
Balance 31 December 2023 | 60 017 415 | 6.0 | 367.7 | 373.7 |
In 2023 and based on the authorisations granted
at the Annual General Meeting in May 2023 and
2022, board of directors resolved to increase the
company's share capital in connection with the
following events, each with a par value of NOK
0.10:
^
The acquisitions of CPS AS, Seahorse
Geomatics Inc and Ping Digital Signal
Processing Inc., through the issuance of a total
of 760 397 consideration shares to the sellers
^
The incentive share purchase programmes to
employees through the issuance of 263 572
new shares
^
The exercise of restricted stock units by the
executive management through the issuance of
92 307 new shares
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At the Annual General Meeting in 2023, the board
of directors was granted the authorisation to
acquire treasury shares by up to 10 per cent of the
share capital on behalf of the company.
In connection with incentive programmes, NOR-
BIT ASA purchased 26 728 shares from primary
insiders to cover tax liabilities.
At 31 December
2023, the company held 43 560 treasury shares.
Number of shares | 2023 | 2022 |
Treasury shares | ||
Balance at 1 January | 16 832 | 0 |
Own shares purchased | 26 728 | 16 832 |
Balance at 31 December | 43 560 | 16 832 |
RETAINED EARNINGS
Movements in retained earnings were as follows:
Amounts in NOK million | 2023 | 2022 |
Balance at 1 January | 273.5 | 183.3 |
Net profit for the period | 185.3 | 106.7 |
Other comprehensive income | 4.0 | 1.5 |
Treasury shares | (1.4) | (0.5) |
Dividends | (41.6) | (17.5) |
Balance at 31 December | 419.7 | 273.5 |
The shareholders in NORBIT ASA were as follows at 31 December 2023:
Shareholder | Shares | Pecentage | |
VHF INVEST AS | 7 686 495 | 12.8% | |
Petors AS (100% owned by CEO Per Jørgen Weisethaunet) | 7 022 868 | 11.7% | |
Reitan Kapital AS | 5 829 083 | 9.7% | |
Draupnir Invest AS | 5 102 949 | 8.5% | |
The Bank of New York Mellon SA/NV | 3 227 909 | 5.4% | |
Esmar AS | 3 162 286 | 5.3% | |
Eidco AS | 3 062 286 | 5.1% | |
J.P. Morgan SE | 2 953 946 | 4.9% | |
Danske Invest Norge Vekst | 971 400 | 1.6% | |
Danske Bank A/S (of which 819 370 shares controlled by BUD Peter K. Eriksen) | 825 129 | 1.4% | |
J.P. Morgan SE | 820 392 | 1.4% | |
Avanza Bank AB | 791 207 | 1.3% | |
The Bank of New York Mellon SA/NV | 776 645 | 1.3% | |
Clearstream Banking S.A. | 758 863 | 1.3% | |
Usegi AS (100% owned by CTO Arild Søraunet) | 721 989 | 1.2% | |
Sonstad AS | 679 000 | 1.1% | |
Carnegie Investment Bank AB | 647 541 | 1.1% | |
J.P. Morgan SE | 605 154 | 1.0% | |
Citibank | 561 397 | 0.9% | |
Nordnet Bank AB | 535 400 | 0.9% | |
Total 20 largest | 46 741 939 | 77.9% | |
Other | 13 275 476 | 22.1% | |
Total outstanding shares | 60 017 415 | 100.00% |
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Related parties
Related party relationships are those involving con-
trol (either direct or indirect), joint control or signif-
icant influence. Related parties are in a position to
enter into transactions with the company that would
not be undertaken between unrelated parties. All
transactions with related parties in NORBIT have
been based on arm’s length basis.
Transactions with management and board directors
During 2023, the group purchased legal services
of NOK 1.7 million from Prétor Advokat AS, in which
Director Tom Solberg is one of the partners.
Nesta Eiendom AS, a company owned 50 per
cent by Petors Estate AS, has entered into an
agreement with NORBIT EMS AS, whereby NOR-
BIT EMS AS leases storage facilities from Nesta
Eiendom AS. The consideration paid was NOK
0.1 million in 2023. Petors Estate AS is owned 100
per cent by Petors AS, which again is 100 per cent
owned by CEO Per Jørgen Weisethaunet.
There were no other related party transactions
between the company and the parties in the man-
agement or the board in 2023 or 2022.
Transactions with associates
Below summarises the transactions and balance
sheet items with associates.
Amounts in NOK million | 2023 | 2022 |
Trade receivables | 0.0 | 0.9 |
Trade payables | 0.3 | 0.6 |
Revenues | 0.0 | 4.5 |
Operating expenses | 4.3 | 4.6 |
Share-based arrangements
Share incentive programmes to employees
At the general meeting held 4 May 2023, the board
of directors was granted an authorisation to increase
NORBIT ASA’s share capital by up to 2.0 per cent
of the share capital to be used to issue share to the
group’s employees in connection with incentive pro-
grammes. The authorisation is valid until the annual
general meeting to be held 6 May 2024.
In July 2023, the board of directors approved and
implemented an incentive share purchase pro-
grammes for all eligible employees in NORBIT for
the fiscal year 2023, which also included the exec-
utive management team, but not the board of direc-
tors.
The programme was a share matching programmes,
where eligible participants were offered the oppor-
tunity to acquire shares at market value, and in
turn, obtain a right to receive compensation in new
shares equivalent to their invested amount after
24 months if certain conditions are met. Shares are
subject to a lock-up. The offer price was set to NOK
56.49, corresponding to the five-day average vol-
ume weighted price of NORBIT ASA’s share prior to
26 June. Financing was provided for the participants
for up to NOK 25 000 per employee.
In connection with the programme, the board
of directors resolved to issue new 142 727 new
shares. In addition, the board of directors awarded
shares to eligible employees who participated in
the share matching programme in 2021. A total of
120 845 shares were issued at par value as a result
of the award.
Share-based remuneration to corporate management
In accordance with the authorisation granted at
the company’s annual general meeting, the board
of directors has implemented a share-based
incentive programmes for corporate management
consisting of the award and issuance of restricted
stock units (‘RSU’). One RSU granted gives a con-
tingent entitlement to one NORBIT ASA share
free of charge. The number of RSUs awarded are
based on a set of predetermined and measurable
performance criteria in the accruing year and the
group’s achievements of certain quantitative and
qualitative goals. Each RSU granted is restricted
and follows a vesting schedule. The RSUs granted
will vest over a period of three years following
the accrual year, where 1/3 of the RSUs will vest
immediately after the first general meeting fol-
lowing the accruing year, 1/3 is released the year
after, and the final 1/3 released 12 months after
that. The fair value of the RSU entitlements is
established when they are awarded and charged
to profit and loss over the vesting period.
As of December 31, 2023, there were 131 197
restricted stock units ('RSUs') outstanding. The
RSUs will vest in the second quarter of 2024 and
2025. In 2023, NOK 12.6 million was charged to
the profit and loss through a combination of paid
and accrued compensation.
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Movements of of the number of RSUs outstanding
Number of RSUs | 2023 | 2022 |
1 January | 106 840 | 0 |
Granted during the yer | 116 664 | 183 395 |
Released during the year | (92 307) | (61 129) |
Cancelled | 0 | (15 426) |
Adjustments | 0 | 0 |
Total | 131 197 | 106 840 |
Outstanding RSUs in the executive management team
Outstanding | Outstanding | |||||
Number of RSUs | per 1 January | Granted | Released | Cancelled | Adjustments | per 31 December |
Per Jørgen Weisethaunet (Group CEO) | 26 713 | 28 535 | (22 868) | 0 | 0 | 32 380 |
Per Kristian Reppe (Group CFO) | 18 106 | 20 838 | (15 999) | 0 | 0 | 22 945 |
Peter K. Eriksen (BUD Oceans) | 28 226 | 31 982 | (24 774) | 0 | 0 | 35 435 |
Stein M. Beyer (Group COO) | 18 455 | 18 768 | (15 484) | 0 | 0 | 21 739 |
Julie Dahl Benum (Director of strategy and ESG) | 0 | 0 | 0 | 0 | 0 | 0 |
Arild Søraunet (Group CTO) | 15 340 | 16 541 | (13 183) | 0 | 0 | 18 698 |
Total | 106 840 | 116 664 | (92 307) | - | - | 131 197 |
Remuneration to the board of directors and executive management
Remuneration to the board of directors
Compensation to the members of the board of
directors is set out below, referring to the actual
expenses paid in the year.
The board’s remuneration is determined by the
general meeting after receiving proposal from
the nomination committee. The remuneration
comprises of a fixed payment for board member-
ship and work in sub-committees. In addition,
the board members are compensated for travel
expenses. NORBIT is responsible for payment of
social security taxes, as well as costs for directors’
and officer’s liability insurance.
The remuneration to the board members is not
performance-related nor include share option
elements. The board does not participate in
incentive programmes available to employees
in the group or any other share-based incentive
schemes.
For further information, refer to NORBIT’s Remu-
neration Report to be published to the general
meeting 6 May 2024.
Board of directors compensation 2023
Amounts in NOK thousand | 2023 | 2022 |
Finn Haugan - chair | 545 | 540 |
Bente Avnung Landsnes - deputy chair | 395 | 375 |
Trond Tuvstein - director | 250 | 250 |
Magnus Reitan - direcetor | 195 | 0 |
Christina Hallin - director | 175 | 0 |
Tom Solberg - deputy director / former director | 92 | 190 |
Marit Collin - former director | 0 | 190 |
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Remuneration to the members of the executive
management team
Compensation to the executive management team
consists of a fixed salary, variable pay, pension ben-
efits and non-financial benefits. In accordance with
the guidelines, a ceiling has been set for variable
pay and performance bonus remuneration.
No member of the executive management team
receive remuneration for directorships in the group
entities. The executive management team has no
special pension and insurance plans. There are no
performance-based pension plans. No loans, pre-
payments or other forms of credit issued to any
members of the executive personnel other than
financing available through the incentive pro-
grammes open for all eligible employees in the
group.
Compensation to the executive management
team for 2023 and 2022 is set out below. For fur-
ther information, refer to NORBIT’s Remuneration
Report to be published to the general meeting 6
May 2024, in accordance with the Norwegian Pub-
lic Limited Liability Companies Act Section 6-16b
and related regulations. The report will also include
information related to derogation and deviation to
the guidelines as approved by the general meeting
6 May 2023, if any.
Fixed salary paid | Variable pay | ||||||
Pension | Other | Performance- | |||||
Amounts in NOK million | Year | Salary 1) | benefits | benefits | based bonus 2) | Other bonus 3) | Total |
Per Jørgen Weisethaunet | 2023 | 3.3 | 0.1 | 0.0 | 1.6 | 0.0 | 5.0 |
Group CEO and business unit director Connectivity | 2022 | 3.1 | 0.1 | 0.0 | 1.3 | 0.0 | 4.5 |
Per Kristian Reppe | 2023 | 2.5 | 0.1 | 0.1 | 1.1 | 0.5 | 4.4 |
Group CFO | 2022 | 2.3 | 0.1 | 0.0 | 0.9 | 0.0 | 3.3 |
Arild Søraunet | 2023 | 1.8 | 0.1 | 0.0 | 0.9 | 0.0 | 2.9 |
Group CTO | 2022 | 1.8 | 0.1 | 0.0 | 0.8 | 0.0 | 2.7 |
Peter Koldgaard Eriksen | 2023 | 3.9 | 0.1 | 0.0 | 1.4 | 0.6 | 6.0 |
Business unit director Oceans 4) | 2022 | 3.4 | 0.1 | 0.1 | 1.4 | 0.0 | 5.1 |
Julie Dahl Benum | 2023 | 1.4 | 0.1 | 0.0 | 0.0 | 0.0 | 1.5 |
Director of strategy and ESG | 2022 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 |
Stein Martin Beyer | 2023 | 2.1 | 0.1 | 0.1 | 1.1 | 0.0 | 3.4 |
Group COO | 2022 | 2.0 | 0.1 | 0.1 | 0.9 | 0.0 | 3.1 |
Peter Tschulik | 2023 | 0.0 | 0.0 | 1.9 | 0.0 | 0.0 | 1.9 |
Former business unit director Connectivity 5) | 2022 | 1.8 | 0.0 | 0.0 | 0.2 | 0.0 | 2.0 |
1) Salaries as expensed, excluding social security taxes.
2) Variable performance-based cash and equity bonus during the year under the incentive programme to executive management, excluding social security expenses and as expensed.
3) Other cash bonus in the year outside the incentive programme to executive management, excluding social security expenses.
4) Remuneration in USD, translated to NOK.
5) 2022 renumeration from 1.1-30.11. Remuneration in EUR, translated to NOK. 2023 renumeration is severance payment from 1.1.-30.11.
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SUSTAINABILITY
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Directors’ and executive management’s shareholding
The following number of shares is owned by the
directors and the members of the executive man-
agement and their related parties as of 31 Decem-
ber 2023. In connection with incentive programme
for all employees in NORBIT, certain members of
the corporate management team participated in the
programme, whereas part of these shares acquired
are subject to a lock-up of 24-months.
Shares | Shares not | Total | ||
subject | subject to | shares at | ||
Name | to lock-up | lock-up | year-end | Percentage |
Board of directors | ||||
Finn Haugan (direct and through MIFI AS) | - | 93 998 | 93 998 | 0.16% |
Bente Avnung Landsnes | - | 69 473 | 69 473 | 0.12% |
Trond Tuvstein (through TTU Invest AS) | - | 32 894 | 32 894 | 0.05% |
Magnus Reitan (through Reitan Kapital AS) | - | 5 829 083 | 5 829 083 | 9.71% |
Christina Hallin | - | - | - | 0.00% |
Tom Solberg (through Mariteam AS) - deputy director | - | 46 052 | 46 052 | 0.08% |
Total shares held by Board of Directors | - | 6 071 500 | 6 071 500 | 10.12% |
Executive Management | ||||
Per Jørgen Weisethaunet (through Petors AS) | - | 7 031 239 | 7 031 239 | 11.72% |
Per Kristian Reppe | 20 885 | 45 816 | 66 701 | 0.11% |
Peter K. Eriksen (through Danske Bank A/S) | 26 157 | 793 213 | 819 370 | 1.37% |
Stein M. Beyer | 8 956 | 307 502 | 316 458 | 0.53% |
Arild Søraunet (ownership through Usegi AS) | - | 739 448 | 739 448 | 1.23% |
Julie Dahl Benum | 1 150 | - | 1 150 | 0.00% |
Total shares held by Executive Management | 57 148 | 8 917 218 | 8 974 366 | 14.95% |
Contingencies and claims
gencies or legal claims at 31 December 2023 or 31
Government grants
The group received government grants of a total of
NOTE 30
Events after the balance sheet date
There were no subsequent events after year-end
2023.
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Amounts in NOK million | Note | 2023 | 2022 |
Revenue | 3 | 29.2 | 31.0 |
Employee benefit expenses | 4 | 57.2 | 38.7 |
Depreciation and amortisation expenses | 5 | 1.3 | 1.1 |
Other operating expenses | 6 | 24.2 | 30.7 |
Operating profit | (53.5) | (39.5) | |
Financial income | 7 | 332.0 | 168.4 |
Financial expenses | 7 | 21.8 | 7.8 |
Net financial items | 310.2 | 160.6 | |
Profit before tax | 256.7 | 121.2 | |
Income tax expense | 8 | 54.9 | 28.4 |
Profit for the period | 201.8 | 92.8 | |
Allocated to: | |||
Dividends | 9 | 152.9 | 41.2 |
Transferred to/from other equity | 9 | 48.9 | 51.6 |
Total allocation | 201.8 | 92.8 |
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STATEMENT OF FINANCIAL POSITION – NORBIT ASA
Amounts in NOK million | Note | 31.12.2023 | 31.12.2022 |
ASSETS | |||
Office equipment | 5 | 3.3 | 2.3 |
Intangible assets | 5 | 1.2 | 0.8 |
Deferred tax asset | 8 | 0.2 | 0.1 |
Investments in associated companies | 10 | 0.0 | 0.0 |
Investments in subsidiaries | 10 | 327.5 | 272.8 |
Loan to group companies | 10 | 194.0 | 158.8 |
Investment in shares | 5.8 | 0.5 | |
Total non-current assets | 532.1 | 435.4 | |
Trade receivables | 0.1 | 2.3 | |
Receivables on group companies | 10 | 476.9 | 428.0 |
Other receivables | 3.4 | 2.4 | |
Cash and cash equivalents | 11 | 1.4 | 1.1 |
Total current assets | 481.7 | 433.8 | |
Total assets | 1 013.8 | 869.2 |
Amounts in NOK million | Note | 31.12.2023 | 31.12.2022 |
LIABILITIES | |||
Trade payables | 3.3 | 2.2 | |
Interest-bearing borrowings | 12 | 37.1 | 140.6 |
Tax payable | 8 | 56.4 | 12.0 |
Other current liabilities | 190.0 | 92.6 | |
Total current liabilities | 269.7 | 247.5 | |
Other borrowings | 0.0 | 2.6 | |
Interest-bearing borrowings | 12 | 102.9 | 90.0 |
Total non-current liabilities | 120.0 | 92.6 | |
Total liabilities | 389.7 | 340.1 | |
EQUITY | |||
Share capital | 9 | 6.0 | 5.9 |
Share premium | 9 | 367.7 | 319.9 |
Other equity | 9 | 250.4 | 203.3 |
Total equity | 624.1 | 529.1 | |
Total equity and liabilities | 1 013.8 | 869.2 |
Trondheim, Norway, 8 April 2024
The board of directors and CEO
NORBIT ASA
Finn Haugan
Bente Avnung Landsnes
Christina Hallin
Chair of the board
Deputy chair of the board
Director
Trond Tuvstein
Magnus Reitan
Per Jørgen Weisethaunet
Director
Director
Chief executive officer
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STATEMENT OF CASH FLOWS – NORBIT ASA
Amounts in NOK million | Note | 2023 | 2022 |
Cash flow from operations | |||
Profit before income taxes | 256.7 | 121.2 | |
Taxes paid in the period | (10.4) | (8.4) | |
Depreciation and amortisation expenses | 5 | 1.3 | 1.1 |
Changes in other operating assets and liabilities | (4.4) | 46.2 | |
Net cash generated by operating activities | 243.1 | 160.2 | |
Cash flow from investments | |||
Payments for office equipment and intangible assets | 5 | (2.6) | (1.1) |
Purchase of shares and investments in other group companies | (29.3) | (25.6) | |
Payment of group receivables (long/short term) | (35.2) | (67.7) | |
Net cash (used in)/generated by investing activities | (67.1) | (94.4) | |
Cash flow from financing | |||
Payment for share buy-back costs | (1.4) | (0.5) | |
Proceeds from issue of equity instruments of the company | 9 | 8.1 | 9.6 |
Net change in overdraft facility | 12 | (120.6) | 54.0 |
Repayment of borrowings | (90.0) | 0.0 | |
Proceeds from borrowings | 12 | 120.0 | 30.0 |
Payment to group companies | 10 | (50.1) | (141.2) |
Dividends paid | 9 | (41.6) | (17.5) |
Net cash (used in)/generated by financing activities | (175.7) | (65.6) | |
Net change in cash and cash equivalents | 0.3 | 0.1 | |
Net increase in cash and cash equivalents | 0.3 | 0.1 | |
Cash and cash equivalents at the beginning of the period | 1.1 | 1.0 | |
Cash and cash equivalents at the end of the period | 11 | 1.4 | 1.1 |
NOTE 01
Company information
NORBIT ASA is the parent company of the
NORBIT group of companies. NORBIT ASA
is domiciled in Norway with headquarter at
Stiklestadveien 1, Trondheim. NORBIT ASA is
listed on the Oslo Stock Exchange with ticker
“NORBT”.
NOTE 02
Accounting policies
The annual accounts have been prepared in com-
pliance with the Accounting Act and account-
ing principles generally accepted in Norway. The
financial statement is presented in NOK which is
the functional currency of the parent company.
Financial information presented in NOK has been
rounded to the nearest million with one decimal,
except when otherwise stated.
USE OF ESTIMATES
The preparation of financial statements in com-
pliance with the generally accepted accounting
practices requires management to make esti-
mates and assumptions that affect the reported
amount in the profit and loss statement, the meas-
urement of assets and liabilities, and the disclo-
sure of contingent assets and liabilities at the
balance sheet date. Actual results may differ from
estimates.
SHARES IN SUBSIDIARIES AND ASSOCIATED
COMPANIES
Subsidiaries
Subsidiaries are all entities over which the par-
ent company has control. The parent company
controls an entity when the parent company is
exposed to, or has rights to, variable returns from
its involvement with the entity and has the abil-
ity to affect those returns through its power over
the entity.
Investment in associates
Associates are all entities over which the parent
company has significant influence, but which is
not a subsidiary nor a joint arrangement. Signif-
icant influence is the power to participate in the
financial and operating policy decisions of the
investee, without having control or joint control of
these policies. This is generally the case where
the parent company holds between 20 and 50
per cent of the voting rights.
Accounting principles
The cost method is used as a principle for invest-
ments in subsidiaries and associated compa-
nies. Investments are valued at acquisition cost
for the shares unless a write-down has been nec-
essary. Investments are written down to market
value if the decline is viewed as not transitory
in nature and when deemed necessary. Write-
downs are reversed if the basis for the write-down
is no longer present. The cost price is increased
when funds are raised through capital increase or
when group contributions are made to subsidiar-
ies. Dividends received are initially recognised as
income. Dividends and group contributions from
subsidiaries are recognised in the same year as
the subsidiary allocates the amount.
REVENUE RECOGNITION
Income arising from royalties and management
services provided to subsidiaries is recognised if
all the following conditions are satisfied:
^
A service has been transferred to a subsidiary
based on a contract or a service level
agreement
^
It is probable that the economic benefits
associated with the transaction will flow to the
company; and
^
The amount of revenue can be measured
reliably
Revenue is valued at the fair value of the consid-
eration, net after deduction of value added tax,
returns, discounts and other discounts.
CLASSIFICATION OF BALANCE SHEET ITEMS
Current assets and short-term liabilities include
items that are due within one year after time of
acquisition. The remaining items are classified as
non-current assets or long-term liabilities. Cur-
rent assets are valued at the lower of acquisition
cost and fair value. Current liabilities are recorded
in the balance sheet at face value at the time of
transaction.
Non-current assets are recorded at acquisition
cost and depreciated on a straight-line basis over
the expected economic lifetime. Upon a change
in value not deemed to be temporary, the affected
fixed asset is written down to market value. Long-
term liabilities are recorded in the balance sheet
at face value at the date they are assumed.
TANGIBLE ASSETS
Tangible assets are stated at acquisition cost less
accumulated depreciation and impairment losses.
Acquisition cost of tangible assets include fees,
taxes and other direct purchase expenses nec-
essary to prepare the fixed asset for operation.
Maintenance of fixed assets is expensed under
operating costs on an ongoing basis. Costs and
NOTES TO THE FINANCIAL STATEMENTS – NORBIT ASA
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improvements are added to the cost of the asset
and depreciated in line with the asset. The differ-
ence between maintenance and cost / improve-
ment is calculated in relation to the condition of
the asset at the time of acquisition.
Depreciations are charged to the income state-
ment using the straight-line method over esti-
mated utilised lifetime.
When an indication that the carrying amount of
a fixed asset is higher than its fair value occurs,
an impairment test is performed. If the carrying
amount is higher than both the sales value and
the recoverable amount, a write-down is made to
the higher of the sales value and the recoverable
amount. Previous write-downs, with the exception
of the write-down of goodwill, are reversed if the
conditions for the write-down no longer exist.
RECEIVABLES
Receivables are recognised in the balance sheet
at face value after deduction for provisions for
expected losses. Provisions for losses are made
on the basis of an individual assessment of the
receivables. Other receivables, both current and
non-current receivables, are recognised at the
lower of par value and fair value.
FOREIGN CURRENCY
Foreign-currency-denominated monetary items
are valued at the year-end exchange rate, and
currency translation effects are presented as part
of net financial items. Foreign currency transac-
tions are recorded at the exchange rate on the
transaction date.
PENSIONS
Commitments to contribute pension arrange-
ments to employees are charged to the income
statement when they occur.
TAXES
The tax expense in the income statement
includes both the tax payable for the period and
the change in deferred tax. Deferred tax is calcu-
lated on the basis of the temporary differences
that exist between accounting and tax values,
as well as any tax loss carryforwards at the end
of the financial year. Tax-increasing and tax-re-
ducing temporary differences that reverse or can
reverse in the same period are offset. The recog-
nition of deferred tax assets on net tax-reducing
differences that are not offset and loss carryfor-
wards is justified on the basis of expected future
earnings. Deferred tax and tax assets that can
be recognised in the balance sheet are entered
net in the balance sheet. Tax reduction on group
contribution provided, and tax on received group
contribution, which is recognised as a reduction
of the capitalised amount on investment in sub-
sidiaries, is recognised directly against tax in the
balance sheet (against tax payable if the group
contribution has an effect on tax payable and
against deferred tax if the group contribution has
an impact on deferred tax). tax). Deferred tax is
recognised at nominal amount.
CASH FLOW STATEMENT
The cash flow statement is prepared according to
the indirect method. Cash and cash equivalents
comprise cash, bank deposits, and other short-
term liquid placements.
NOTE 03
Revenues
All revenue relates to license fees, office rent and
management services to Norwegian group com-
panies.
NOTE 04
Payroll expenses, number of employees and benefits
Amounts in NOK million
2023
2022
Salaries/wages
44.7
31.9
Payroll tax
7.4
4.6
Pension expenses
1.6
1.2
Other remuneration
3.4
1.0
Total employee benefit expenses
57.2
38.7
The number of FTEs in the financial year has been
28
22
Remuneration to executives
2023
2022
Amounts in NOK million
CEO
Board
CEO
Board
Salaries
3.3
-
3.1
-
Share-based payments and bonuses
1.6
-
1.3
-
Board fees
-
1.7
-
1.5
Pension expenses
0.1
-
0.1
-
Other remuneration
0.0
-
0.0
-
Total
5.0
1.7
4.5
1.5
The parent company has pension plans secured
through collective agreements in life insurance
companies. NORBIT ASA is subject to the Norwe-
gian Act on Occupational Pensions, and the parent
company meets the requirement of this legislations
through its defined contribution plans. The defined
contribution plan means that the parent company
has not incurred any future obligation. After the
annual grant is paid NORBIT ASA has fulfilled its
obligation in accordance with the arrangement.
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NOTE 05
Tangible and intangible assets
Amounts in NOK million
Patents
Office
equipment
Buildings
Total
Purchase cost per 1 January
0.8
5.8
0.4
7.1
Additions
0.3
1.7
0.6
2.6
Purchase cost per 31 December
1.2
7.6
1.0
9.7
Accumulated depreciation per 31 December
0.0
4.8
0.4
5.3
Net book value per 31 December
1.2
2.7
0.5
4.5
Depreciation in the year
1.1
0.2
1.3
Estimated useful life
Indefinite
3-5 years
3-5 years
Depreciation plan
N/A
Linear
Linear
NOTE 06
Other operating expenses
Amounts in NOK million
2023
2022
Office premises
4.1
9.9
External services
14.2
16.7
Audit fees
0.7
0.5
Marketing
0.9
0.6
Other operating expenses
4.3
2.9
Total other operating expenses
24.2
30.7
Expensed audit fee
Amounts in NOK million
2023
2022
Audit fee
0.6
0.5
Tax advisory fee
0.0
0.0
Non-audit services
0.1
0.0
Total audit fees
0.7
0.5
NOTE 07
Financial income and financial expenses
Amounts in NOK million
2023
2022
Financial income - investment in subsidiaries
311.2
158.6
Interest income from group companies
10.5
6.2
Other interest income
10.2
3.6
Other financial income
0.1
0.0
Total financial income
332.0
168.4
Other interest expenses
(9.8)
(4.4)
Other financial expenses
(12.0)
(3.4)
Total financial expenses
(21.8)
(7.8)
Total net financial items
310.2
160.6
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NOTE 08
Taxes
Calculation of deferred tax/deferred tax benefit
Amounts in NOK million
2023
2022
Temporary differences
Tangible
(1.0)
(0.5)
Net temporary differences
(1.0)
(0.5)
Basis for deferred tax
(1.0)
(0.5)
Deferred tax asset (22%)
(0.2)
(0.1)
Basis for income tax expense, changes in deferred tax and tax payable
Profit/(loss) before taxes
256.7
121.2
Permanent differences
0.3
7.9
Basis for the tax expense for the year
257.1
129.1
Change in temporary differences
0.3
0.1
Basis for payable taxes in the income statement
257.4
129.2
+/- Group contributions received/given
(1.2)
(74.4)
Taxable income (basis for payable taxes in the balance sheet)
256.2
54.8
Components of the income tax expense
Payable tax on this year's profit/(loss)
56.6
28.4
Adjustment in respect of prior years
(1.7)
0.0
Total payable tax
55.0
28.4
Change in deferred tax
(0.1)
(0.0)
Tax expense
54.9
28.4
Payable tax in the tax charge
56.6
28.4
Tax effect of group contribution
(0.3)
(16.4)
Payable tax in the balance sheet
56.4
12.0
Reconciliation of the tax expense
Tax expense based on current year tax rate
56.5
26.7
Tax effect of permanent differences
0.1
1.7
Other differences
(1.7)
0.0
Tax expense
54.9
28.4
NOTE 09
Equity
Change in equity for the year
Amounts in NOK million
Share
capital
Share
premium
Other
equity
Total
Equity at 1 January
5.9
319.9
203.3
529.1
Ordinary share issue
0.1
47.8
0.0
47.9
Repurchase of shares
(0.0)
0.0
(1.4)
(1.4)
Profit for the year
0.0
0.0
201.8
201.8
Dividends
0.0
0.0
(152.9)
(152.9)
Other items
0.0
0.0
(0.4)
(0.4)
Equity at 31 December
6.0
367.7
250.4
624.1
The parent company’s share capital consists of
60 017 415 shares with a par value of NOK 0.10. The
board of directors has proposed that NOK 2.55 per
share is paid as dividend for the financial year 2023
(NOK 152.9 million).
As per the same date, NORBIT ASA held 43 560
own shares. As of December 31, 2023, there were
131 197 restricted stock units ('RSUs') outstanding.
Half will vest in the second quarter of 2024, while
the remaining half will vest in second quarter 2025.
In 2023 and based on the authorisations granted
at the Annual General Meeting in May 2023 and
2022, board of directors resolved to increase the
company's share capital in connection with the fol-
lowing events, each with a par value of NOK 0.10:
^
The acquisitions of CPS AS, Seahorse
Geomatics Inc and Ping Digital Signal
Processing Inc., through the issuance of a total
of 760 397 consideration shares to the sellers
^
The incentive share purchase programmes to
employees through the issuance of 263 572
new shares
^
The exercise of restricted stock units by the
executive management through the issuance of
92 307 new shares
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NOTE 10
Investments in subsidiaries and associated companies
Value in NOK thousand
Business office
Ownership/ voting right
Equity (100%)
Profit/(loss) (100%)
Book value
Subsidiary
NORBIT Subsea AS
Trondheim
100.00%
119.5
126.9
94.5
NORBIT ITS AS
Trondheim
100.00%
65.0
21.5
81.3
NORBIT EMS AS
Selbu/Røros
100.00%
82.3
88.4
67.8
NORBIT ODM AS
Trondheim
100.00%
13.4
1.8
9.3
Fenrits AS
Trondheim
100.00%
0.9
0.0
1.4
NORBIT NV AS
Trondheim
100.00%
0.3
0.0
0.6
NORBIT Kabelpartner AS
Trondheim
100.00%
5.3
7.8
3.5
Aursund Maskinering AS
Trondheim
100.00%
6.7
1.2
9.3
NORBIT GmbH
Vienna
100.00%
0.6
0.5
0.5
NORBIT s.r.l
Lanciano
100.00%
5.7
5.8
0.1
NORBIT Hungary Kft.
Budapest
100.00%
(1.8)
1.4
0.1
NORBIT Sweden AB
Gothenburg
100.00%
0.0
0.0
0.1
NORBIT Singapore Ltd.
Singapore
100.00%
0.9
0.3
0.1
NORBIT Poland Sp. z.o.o.
Gdansk/Sopot
100.00%
2.5
0.1
0.0
NORBIT US Ltd.
Santa Barbara
100.00%
5.2
(3.7)
0.0
NORBIT China Co., Ltd
Shanghai
100.00%
0.3
0.1
0.2
Norbit Ltd.
Aberdeen
100.00%
3.9
0.8
6.4
NORBIT Holding Kft
Budapest
100.00%
(3.4)
18.5
0.1
NORBIT Czech Republic s.r.o
Brno
100.00%
0.0
0.0
0.0
NORBIT Denmark ApS
Copenhagen
100.00%
0.6
0.3
0.1
Norbit Canada Inc
Vancouver
100.00%
(0.9)
(0.9)
0.0
Norbit Chile srl
Santiago
100.00%
(0.3)
(0.3)
0.1
Ping Digital Signal Processing Inc
Victoria
100.00%
8.0
1.3
39.5
Book value per 31 December
327.5
Value in NOK thousand
Business office
Ownership/ voting right
Equity (100%)
Profit/(loss) (100%)
Book value
Associated companies
Kvikna Consulting Ehf.
Reykjavik
33.33%
0.7
0.0
0.0
Book value at 31 December
0.0
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Trade receivables
Other receivables
Amounts in NOK million
2023
2022
2023
2022
Group companies
0.1
2.3
476.9
428.0
Sum
0.1
2.3
476.9
428.0
Trade payables
Other short-term liabilities
Amounts in NOK million
2023
2022
2023
2022
Group companies
0.0
0.0
0.0
0.0
Sum
0.0
0.0
0.0
0.0
Non current receivables
Non current liabilities
Amounts in NOK million
2023
2022
2023
2022
Group companies
194.0
158.8
0.0
0.0
Sum
194.0
158.8
0.0
0.0
NOTE 11
Restricted bank deposits
Restriced bank deposits
Amounts in NOK million
2023
2022
Bank deposits restricted to tax payments
1.4
1.1
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NOTE 12
Receivables and liabilities
Receivables with maturity later than one year
Amounts in NOK million
2023
2022
Loans to companies in the same group
194.0
158.8
Sum
194.0
158.8
Interest-bearing borrowings
Overdraft facility
20.0
140.6
Term loan
120.0
0.0
Revolving credit facility
0.0
90.0
Sum
140.0
230.6
Debt secured by mortgage
Long-term debt
102.9
90.0
Short-term debt
37.1
140.6
Total
140.0
230.6
Book value of pledged assets
Fixed assets
2.7
2.1
Receivables
476.9
430.3
Sum
479.7
432.4
The parent company has three loan facilities,
comprising of a long-term revolving credit facil-
ity (RCF), a short-term overdraft facility and a term
loan. The facilities have a credit limit of NOK 200
million and NOK 350 million on the RCF, respec-
tively. NOK 20.0 million was drawn on the over-
draft facility as per 31 December 2023, while the
RCF was undrawn. NOK 120.0 million was drawn
on the term loan.
The RCF and term loan are priced at 3M NIBOR +
1.8 per cent margin p.a., while the overdraft facil-
ity is priced at 1M NIBOR + 1.4 per cent margin p.a.
The maturity date for the term loan and RCF is
June 2026 and February 2025, respectively. The
overdraft facility is refinanced each year on a roll-
ing basis.
NOTE 13
Forward contracts
NORBIT ASA has no forward exchange contracts
or other financial instruments at the end of the
financial year.
NOTE 14
Transactions with related parties
Related-party transactions:
Amounts in NOK million
2023
2022
Sales of goods and services
Revenue from licenses, management fees and services to group companies
29.2
31.0
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STATEMENT BY THE BOARD OF DIRECTORS AND CEO
WE CONFIRM, TO THE BEST OF OUR KNOWLEDGE, THAT
^
The group financial statements for the period from 1 January to 31 December 2023 have been prepared
in accordance with IFRS, as adopted by the EU
^
The financial statements of NORBIT ASA for the period from 1 January to 31 December 2023 have been
prepared in accordance with Norwegian Accounting Act and accounting standards and practices gener-
ally accepted in Norway
^
The financial statements give a true and fair view of the group and the company’s consolidated assets,
liabilities, financial position and results of operations
^
The report of the board of directors provides a true and fair view of the development and performance of
the business and the position of the group and the company, together with a description of the key risks
and uncertainty factors that the group and the company is facing
Trondheim, Norway, 8 April 2024
The board of directors and CEO
NORBIT ASA
Finn Haugan
Bente Avnung Landsnes
Christina Hallin
Chair of the board
Deputy chair of the board
Director
Trond Tuvstein
Magnus Reitan
Per Jørgen Weisethaunet
Director
Director
Chief executive officer
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PricewaterhouseCoopers AS, Brattørkaia 17B, 7010 Trondheim
T: 02316, org. no.: 987 009 713 MVA, www.pwc.no
Statsautoriserte revisorer, medlemmer av Den norske Revisorforening og autorisert regnskapsførerselskap
To the General Meeting of NORBIT ASA
Independent Auditor’s Report
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of NORBIT ASA, which comprise:
•
the financial statements of the parent company NORBIT ASA (the Company), which comprise the
statement of financial position as at 31 December 2023, the statement of income and statement of
cash flows for the year then ended, and notes to the financial statements, including a summary of
significant accounting policies, and
•
the consolidated financial statements of NORBIT ASA and its subsidiaries (the Group), which
comprise the statement of financial position as at 31 December 2023, statement of income,
statement of other comprehensive income, statement of changes in equity and statement of cash
flows for the year then ended, and notes to the financial statements, including material accounting
policy information.
In our opinion
•
the financial statements comply with applicable statutory requirements,
•
the financial statements give a true and fair view of the financial position of the Company as at 31
December 2023, and its financial performance and its cash flows for the year then ended in
accordance with the Norwegian Accounting Act and accounting standards and practices generally
accepted in Norway, and
•
the consolidated financial statements give a true and fair view of the financial position of the Group
as at 31 December 2023, and its financial performance and its cash flows for the year then ended
in accordance with IFRS Accounting Standards as adopted by the EU.
Our opinion is consistent with our additional report to the Audit Committee.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities
under those standards are further described in the
Auditor’s Responsibilities for the Audit of the Financial
Statements
section of our report. We are independent of the Company and the Group as required by
relevant laws and regulations in Norway and the International Ethics Standards Board for Accountants’
International Code of Ethics for Professional Accountants (including International Independence Standards)
(IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit Regulation
(537/2014) Article 5.1 have been provided.
We have been the auditor of the Company for 15 years from the election by the general meeting of the
shareholders on 22 September 2009 for the accounting year 2009 with a renewed election on 4 May 2023.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements of the current period. These matters were addressed in the context of our
audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
2 / 5
Valuation of Intangible Assets
and
Valuation of Inventory
have the same characteristics and risks as in the
prior year, and therefore continues to be areas of focus this year.
Key Audit Matters
How our audit addressed the Key Audit Matter
Valuation of intangible assets
Intangible assets mainly consist of self
-developed
software and hardware used in own products. The
value represents approximately 20% of the Group’s
total assets, with a book value of NOK 303
.2
million
on
31 December 2023.
As management concluded
that no impairment indicators were present at the
balance sheet date, an impairment test was not
performed
, and no impairment was recognised in
2023.
We focused on valuation of intangible assets
,
specifically
mana
gement’s
assessment of
impairment indicators,
due to the significance of the
amount
, and because the assessment is based on
estimates of future cash flows which depend
on
discretionary assumptions, such as projections for
future income and costs and discount rate
used.
A more detailed description of the methodology
management used to identify impairment indicators
is described in note 4 and 14
to the consolidated
financial statements
.
We obtained and understood management’s
documented evaluation of
whether impairment
indicators related to the intangible assets were
present. Management
’s assessment was
performed by preparing an analysis of estimated
cash flow from each group of intangible asset
s.
We
found
that management’s model was based on a
recogni
sed valuation methodology. We also
assessed the logical structure and tested
mathematical accuracy of the model without finding
material deviations.
We challenged management’s use of assumptions
for projections of future income and costs by
comparing these
against company’s historic results
and approved budgets. To assess the
reliability of
the budgets, we compared historical year
-end
results with previous years’ budgets. To evaluate
assumptions about future income and costs, we
compared the
budgets to historical income and
considered whether the growth assumptions were
reasonable. We found that the assumptions were
aligned with historical results and in line with
budgets, and that there was a reasonable
alignment between the historical year
-end results
and
respective budgets.
The discount rates used were assessed against
empirical data and expectations about the future
return, relevant risk premium and gearing ratio. We
found
that the used discount rate was reasonable.
We read the relevant notes and found th
e
information and explanations provided consistent
and sufficient.
Valuation of Inventory
I
nventory represents approximately 38% of the
Group’s total
assets, with a book value of NOK
562
.0 million on 31 December 2023.
Inventory consists of raw
materials, work in
progress
, and finished goods, and is valued at the
lower of cost and net reali
sable value. A provision
for obsolescence is made when the
net realisable
value is lower than the cost of the good.
We
focused on valuation of inventory due to
the
significance of the amount and because
determination of both acquisition cost and
T
o test the acquisition cost of raw materials, we
tested
a sample of book values against underlying
invoices. To test
the acquisition cost of work in
progress and finished goods, we considered the
method used to compute the
acquisition cost,
including determination of
direct and indirect
production cost
. Furthermore, we tested the input
data in the calculations against incoming invoices
and
applied hourly rates. We noted no material
errors.
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3 / 5
obsolescence require application of management
judgement.
For a description of the inventory’s composition and
provision for
obsolescence, refer to note 15 to the
consolidated financial statements
.
We also reviewed and evaluated management’s
method for identification and calculation of
obsolescence. The method is partially based on
experience and partially on models where inventory
turnover is a key component. We challenged
management by discussing t
he total size of the
booked obsolescence with them. Through our
presence at the inventory count, we
tested
whether
damaged goods were identified, assessed
, and
valued. Furthermore, we tested the provision for
obsolescence against a specification of
identified
obsolete goods including overviews of goods with a
low turnover. We also performed an analysis of the
level of obsolescence provision compared to
previous years. Our work did not detect significant
deviations.
We read the relevant notes and
found the
information and explanations provided consistent
and sufficient.
Other Information
The Board of Directors and the Managing Director (management) are responsible for the information in the
Board of Directors’ report and the other information
accompanying the financial statements. The other
information comprises information in the annual report, but does not include the financial statements and
our auditor’s report thereon.
Our opinion on the financial statements does not cover the information in the
Board of Directors’ report nor the other information accompanying the financial statements.
In connection with our audit of the financial statements, our responsibility is to read the Board of Directors’
report and the other information accompanying the financial statements. The purpose is to consider if there
is material inconsistency between the Board of Directors’ report and the other information accompanying
the financial statements and the financial statements or our knowledge obtained in the audit, or whether the
Board of Directors’ report and the other information accompanying the financial statements otherwise
appears to be materially misstated. We are required to report if there is a material misstatement in the
Board of Directors’ report or
the other information accompanying the financial statements. We have nothing
to report in this regard.
Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors’ report
•
is consistent with the financial statements and
•
contains the information required by applicable statutory requirements.
Our opinion on the Board of Director’s report applies correspondingly to the statement on Corporate
Governance and Corporate Social Responsibility.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation of financial statements of the Company that give a true and
fair view in accordance with the Norwegian Accounting Act and accounting standards and practices
generally accepted in Norway, and for the preparation of the consolidated financial statements of the Group
that give a true and fair view in accordance with IFRS Accounting Standards as adopted by the EU.
Management is responsible for such internal control as management determines is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements,
management is responsible for assessing the Company’s and the
Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern.
The financial statements of the Company use the going concern basis of accounting insofar as it is not likely
4 / 5
that the enterprise will cease operations. The consolidated financial statements of the Group use the going
concern basis of accounting unless management either intends to liquidate the Group or to cease
operations, or has no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to frau
d or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional
scepticism throughout the audit. We also:
•
identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error. We design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.
•
obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company's and the Group's internal control.
•
evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
•
conclude on the appropriateness of management’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Company's and the Group's ability to continue
as a going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures in the financial statements or, if
such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor's report. However, future events or conditions may
cause the Company and the Group to cease to continue as a going concern.
•
evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events
in a manner that achieves a true and fair view.
•
obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial statements.
We are responsible for the direction, supervision and performance of the group audit. We remain
solely responsible for our audit opinion.
We communicate with the Board of Directors regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide the Audit Committee with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters
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5 / 5
that may reasonably be thought to bear on our independence, and where applicable, actions taken to
eliminate threats or safeguards applied.
From the matters communicated with the Board of Directors, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should
not be communicated in our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
Report on Compliance with Requirement on European Single Electronic Format (ESEF)
Opinion
As part of the audit of the financial statements of NORBIT ASA, we have performed an assurance
engagement to obtain reasonable assurance about whether the financial statements included in the annual
report, with the file name 254900C08RCMXVZYFY97-2023-12-31-en.zip, have been prepared, in all
material respects, in compliance with the requirements of the Commission Delegated Regulation (EU)
2019/815 on the European Single Electronic Format (ESEF Regulation) and regulation pursuant to Section
5-5 of the Norwegian Securities Trading Act, which includes requirements related to the preparation of the
annual report in XHTML format, and iXBRL tagging of the consolidated financial statements.
In our opinion, the financial statements, included in the annual report, have been prepared, in all material
respects, in compliance with the ESEF regulation.
Management’s Responsibilities
Management is responsible for the preparation of the annual report in compliance with the ESEF regulation.
This responsibility comprises an adequate process and such internal control as management determines is
necessary.
Auditor’s Responsibilities
For a description o
f the auditor’s responsibilities when performing an assurance engagement of the ESEF
reporting, see:
https://revisorforeningen.no/revisjonsberetninger
Trondheim, 8 April 2024
PricewaterhouseCoopers AS
Marius Fevaag Larsen
State Authorised Public Accountant
(This document is signed electronically)
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EB
ITDA
Short for earnings before interest, tax, depreciation
and amortisation. EBITDA corresponds to operating
profit before depreciation and amortisation expenses,
as reported in the consolidated statement of profit
and loss. EBITDA is a key performance indicator that
the company considers relevant for understanding
the generation of profits.
EBITDA MARGIN
EBITDA as a percentage of revenues. The EBITDA
margin is a key performance indicator that the com-
pany considers relevant for understanding the prof-
itability of the business and for making comparisons
with other companies.
EBIT
Short for earnings before interest and tax and corre-
sponds to operating profit in the consolidated state-
ment of profit and loss. EBIT is a key performance
indicator that the company considers relevant, as it
facilitates comparisons of profitability over time inde-
pendent of corporate tax rates and financing struc-
tures.
EBIT MARGIN
EBIT as a percentage of revenues. The EBIT mar-
gin is a key performance indicator that the company
considers relevant for understanding the profitabil-
ity of the business and for making comparisons with
other companies.
EQUITY RATIO
Total equity divided by total assets. The equity ratio
is a key performance indicator that the company con
-
siders relevant for assessing its financial leverage.
NET INTEREST-BEARING BORROWINGS
Net interest-bearing borrowings is defined as total
interest-bearing borrowings less cash and cash
equivalents.
NET WORKING CAPITAL
Net working capital is defined as the sum of invento-
ries, trade receivables and other receivables and pre-
payments, less the sum of trade payables and other
current liabilities, as reported in consolidated state-
ment of financial position.
R&D INVESTMENTS
R&D investments is equal to payments for intangible
assets, as reported n the consolidated statement of
cash flows.
AVERAGE PRE-TAX RETURN ON CAPITAL
EMPLOYED
Average pre-tax return on capital employed is defined
as EBIT divided by average capital employed in the
financial year. Capital employed is defined as the sum
of total equity, plus interest-bearing borrowings and
lease liabilities less cash and cash equivalents, as
reported in the consolidated financial position.
DEFINITIONS OF ALTERNATIVE PERFORMANCE MEASURES
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2023
Economic Activities (1)
Code (2)
Turnover (3) (million NOK)
Proportion of Turnover year N
(4) (%)
Climate Change Mitigation (5)
Climate Change Adaptation (6)
Water
(7)
Pollution
(8)
Circular Economy
(9)
Biodiversity and ecosystems
(10)
Climate Change Mitigation (11)
Climate Change Adaptation (12)
Water
(13)
Pollution
(14)
Circular Economy
(15)
Biodiversity
(16)
Minimum Safeguards
(17)
Proportion of
Taxonomy-
aligned (A.1.)
or -eligible
(A.2.) turnover,
year N-1 (18)
Category
(enabling
activity)
(19)
Category
(transitional
activity)
(20)
Text
million NOK
%
Y ; N ; N/EL
Y ; N ; N/EL
Y ; N ; N/EL
Y ; N ; N/EL
Y ; N ; N/EL
Y ; N ; N/EL
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
%
E
T
EL : N/EL
EL : N/EL
EL : N/EL
EL : N/EL
EL : N/EL
EL : N/EL
Manufacturing of electrical and electronic equipment
CE 1.2
1047
69
N/EL
N/EL
N/EL
N/EL
EL
N/EL
Provision of IT/OT data-driven solutions
CE 4.1
92
6
N/EL
N/EL
N/EL
N/EL
EL
N/EL
Repair, refurbishment and remanufacturing
CE 5.1
1
0,1
N/EL
N/EL
N/EL
N/EL
EL
N/EL
1140
75,1
379
25
1519
100 %
Turnover of environmentally sustainable activities (Taxonomy-aligned) (A.1)
Substantial Contribution Criteria
DNSH criteria ('Does Not Significantly Harm')
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
Turnover of Taxonomy-non-eligible activities
Total (A+B)
Of which enabling
Of which transitional
A.2 Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
Turnover of Taxonomy-eligible but not environmentally sustainable activities (not
Taxonomy-aligned activities) (A.2)
Turnover of Taxonomy-eligible activities
(A.1+A.2)
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
APPENDIX
Turnover
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2023
Economic Activities (1)
Code (2)
OpEx (3) [million NOK]
Proportion of OpEx year N (4)
[percentage]
Climate Change Mitigation (5)
Climate Change Adaptation (6)
Water
(7)
Pollution
(8)
Circular Economy
(9)
Biodiversity and ecosystems
(10)
Climate Change Mitigation (11)
Climate Change Adaptation (12)
Water
(13)
Pollution
(14)
Circular Economy
(15)
Biodiversity
(16)
Minimum Safeguards
(17)
Proportion of
Taxonomy-
aligned (A.1.)
or -eligible
(A.2.) OpEx,
year N-1 (18)
Category
(enabling
activity)
(19)
Category
(transitional
activity)
(20)
Text
million NOK
%
Y ; N ; N/EL
Y ; N ; N/EL
Y ; N ; N/EL
Y ; N ; N/EL
Y ; N ; N/EL
Y ; N ; N/EL
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
%
E
T
EL : N/EL
EL : N/EL
EL : N/EL
EL : N/EL
EL : N/EL
EL : N/EL
Manufacturing of electrical and electronic equipment
CE 1.2
5,3
29
N/EL
N/EL
N/EL
N/EL
EL
N/EL
Provision of IT/OT data-driven solutions
CE 4.1
1
6
N/EL
N/EL
N/EL
N/EL
EL
N/EL
Repair, refurbishment and remanufacturing
CE 5.1
0
0
N/EL
N/EL
N/EL
N/EL
EL
N/EL
6,3
37
10,8
73
17,1
100 %
Substantial Contribution Criteria
DNSH criteria ('Does Not Significantly Harm')
A. TAXONOMY-ELIGIBLE ACTIVITIES
OpEx of Taxonomy-eligible activities
(A.1+A.2)
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
OpEx of Taxonomy-non-eligible activities
Total (A+B)
A.1. Environmentally sustainable activities (Taxonomy-aligned)
OpEx of environmentally sustainable activities (Taxonomy-aligned) (A.1)
Of which enabling
Of which transitional
A.2 Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
OpEx of Taxonomy-eligible but not environmentally sustainable activities (not
Taxonomy-aligned activities) (A.2)
OpEx
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2023
Economic Activities (1)
Code (2)
CapEx (3) (million NOK)
Proportion of CapEx year N (4)
[percentage]
Climate Change Mitigation (5)
Climate Change Adaptation (6)
Water
(7)
Pollution
(8)
Circular Economy
(9)
Biodiversity and ecosystems
(10)
Climate Change Mitigation (11)
Climate Change Adaptation (12)
Water
(13)
Pollution
(14)
Circular Economy
(15)
Biodiversity
(16)
Minimum Safeguards
(17)
Proportion of
Taxonomy-
aligned (A.1.)
or -eligible
(A.2.) CapEx,
year N-1 (18)
Category
(enabling
activity)
(19)
Category
(transitional
activity)
(20)
Text
million NOK
%
Y ; N ; N/EL
Y ; N ; N/EL
Y ; N ; N/EL
Y ; N ; N/EL
Y ; N ; N/EL
Y ; N ; N/EL
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
%
E
T
EL : N/EL
EL : N/EL
EL : N/EL
EL : N/EL
EL : N/EL
EL : N/EL
Manufacturing of electrical and electronic equipment
CE 1.2
107
77
N/EL
N/EL
N/EL
N/EL
EL
N/EL
Provision of IT/OT data-driven solutions
CE 4.1
15
11
N/EL
N/EL
N/EL
N/EL
EL
N/EL
Repair, refurbishment and remanufacturing
CE 5.1
0
0
N/EL
N/EL
N/EL
N/EL
EL
N/EL
122
88
17
12
139
100 %
CapEx of environmentally sustainable activities (Taxonomy-aligned) (A.1)
Substantial Contribution Criteria
DNSH criteria ('Does Not Significantly Harm')
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
CapEx of Taxonomy-non-eligible activities
Total (A+B)
Of which enabling
Of which transitional
A.2 Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
CapEx of Taxonomy-eligible but not environmentally sustainable activities (not
Taxonomy-aligned activities) (A.2)
CapEx of Taxonomy-eligible activities
(A.1+A.2)
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
CapEx
100
|
Sustainability
100
|
Appendix
CONTENTS
|
THIS IS NORBIT
|
CORPORATE GOVERNANCE
|
SUSTAINABILITY
|
FINANCIAL STATEMENTS
|
APPENDIX
|
CONTACT
NORBIT ASA
NO-7041 Trondheim
T: +47 73 98 25 50
www.norbit.com
101
|
Contact
CONTENTS
|
THIS IS NORBIT
|
CORPORATE GOVERNANCE
|
SUSTAINABILITY
|
FINANCIAL STATEMENTS
|
APPENDIX
|
CONTACT