Q3
Report
HIGHLIGHTS
KEY FINANCIALS | ||||||||
(NOKm) | Q3 2025 | Q3 2024 | YTD 2025 | YTD 2024 | 2024 | |||
Revenue | 1 841.6 | 744.4 | 4 395.4 | 2 012.0 | 2 787.4 | |||
EBITA | 132.0 | 55.7 | 267.5 | 131.1 | 189.1 | |||
EBIT | 109.7 | 44.8 | 210.7 | 99.1 | 146.7 | |||
EBITA-margin | 7.2 % | 7.5 % | 6.1 % | 6.5 % | 6.8 % | |||
Cash flow from operating activities | 139.0 | 100.0 | 498.1 | 253.2 | 493.6 | |||
Total assets | 6 131.0 | 3 082.5 | 6 131.0 | 3 082.5 | 3 056.1 | |||
Cash and cash equivalents | 875.6 | 68.9 | 875.6 | 68.9 | 192.5 | |||
Interest-bearing debt (excl. leasing) | 1 081.0 | 992.8 | 1 081.0 | 992.8 | 659.1 | |||
NIBD | 205.3 | 923.9 | 205.3 | 923.9 | 466.6 | |||
Equity ratio | 37.6 % | 39.6 % | 37.6 % | 39.6 % | 40.4 % |
EBITA
NOK 132.0 million
+137 % vs. Q3 2024
REVENUE
NOK 1 841.6 million
+147 % vs. Q3 2024
EBITA MARGIN
7.2 %
-0.3 p.p. vs. Q3 2024
CASH FLOW FROM OPERATIONS
NOK 139.0 million
Q3 2025 Review
The Group delivers its strongest quarter to date, with all-time high revenues, EBITA and margins. Growth continues as expected, driven primarily by the Infrastructure segment and supported by improved results from Aquaculture Solutions. Revenue growth of 26% was mainly driven by robust operational performance across Norwegian infrastructure operations -particularly BMO, Repstad and HAB - combined with solid contributions from Total Betong and increasing activity in aquaculture projects such as Salmon Evolution phase 2 and feed barge deliveries.
Revenues for Q3 2025 amounted to NOK 1 841.6 million (Q3 2024*: NOK 1 456.6 million). The operating result before amortization (EBITA) was NOK 132.0 million (Q3 2024*: NOK 97.1 million), corresponding to a margin of 7.2% (Q3 2024: 6.7%). The improvement reflects both higher activity levels and operational efficiencies across the Group compared to the same quarter last year. Within Aquaculture Solutions, revenues increased 63% year-over-year, with a margin improvement of 7.4 percentage points from last year. The merger between Artec Aqua and VAQ has been initiated and is expected to be completed by year-end.
Cash flow from operations was NOK 139 million, even after a seasonal increase in net working capital from ramped-up infrastructure activity and a partial reversal of negative NWC consolidated from M&A. Available liquidity at quarter-end amounted to NOK 1 126 million, comprising NOK 876 million in cash and an unused overdraft facility of NOK 250 million, providing capacity for continued investment, share buy-backs, and future dividend distributions.
Net interest-bearing debt (NIBD) at the end of the quarter was NOK 205 million, excluding the NOK 60 million Repstad earn-out provision, for which a final calculation will be made by year-end, confirming a solid balance sheet following the refinancing and capital measures completed earlier in the year.
The Group's order backlog remained robust at NOK 8.8 billion, providing revenue coverage of NOK 4.3 billion for FY 2026. Order intake for the quarter amounted to NOK 1.1 billion, including the Østre Brygge project in Repstad Anlegg (NOK 394 million) and several medium-sized and unannounced Infrastructure contracts.
Endúr continues to strengthen its strategic position as a leading full-service provider in Infrastructure and Aquaculture Solutions in Norway and Sweden. The Group remains focused on organic growth complemented by targeted M&A, supported by a share buy-back program announced on 17 October 2025 (subsequent event).
* Pro forma figures: Consolidates the Totalbetong and VAQ acquisitions for the period Q3'24-Q1'25 (VAQ actuals in Q1'25 due to closing on 17 January).
Reporting Segments
The Group's operations are spread across three business and reporting segments; Aquaculture Solutions, Infrastructure and Oth er.
Infrastructure | Aquaculture Solutions | Other |
BMO Entreprenør AS
| Artec Aqua AS | Endúr Maritime AS |
VAQ AS | Endúr ASA | |
| BG Malta Ltd. | |
Marcon-Gruppen i Sverige AB
| Endúr Sjøsterk AS | Endúr Bidco II AS |
| ||
Repstad Anlegg AS | Endúr Eiendom AS | |
| ||
Total Betong AS | ||
Igang Totalentreprenør AS | ||
Habto Holding AS | ||
| ||
|
(NOKm) | Q3 2025 | Q3 2024 | YTD 2025 | YTD 2024 | 2024 | |||
Revenue | 1 511.2 | 549.7 | 3 527.9 | 1 485.2 | 2 042.2 | |||
EBITA | 129.4 | 65.7 | 258.8 | 139.7 | 199.1 | |||
EBITA-margin | 8.6 % | 11.9 % | 7.3 % | 9.4 % | 9.8 % | |||
EBIT | 113.9 | 61.7 | 222.3 | 128.1 | 183.4 | |||
Order back-log | 7 508 | 2 068 | 7 508 | 2 068 | 1 976 | |||
Infrastructure segment delivered another strong quarter, reporting revenue of NOK 1 511.2 million in Q3 2025 (Q3 2024: NOK 549.7 million), reflecting significant growth compared to the same period last year. The increase was driven by higher activity lev els across Norwegian operations, led by BMO Entreprenør, Repstad Anlegg and HAB Construction, as well as continued solid contribu tions from Total Betong. Swedish operations showed a slight improvement versus previous quarters but remain below long-term ambitions.
Segment EBITA was NOK 129.4 million (Q3 2024: NOK 65.7 million), corresponding to an EBITA margin of 8.6 % (Q3 2024: 11.9 %). The margin reduction compared to last year reflects variations in company and project mix, as well as continued normalization fol lowing integration of acquired entities. Operational performance remains solid across key disciplines including marine construction, rehabilitation of bridges and quays, and groundworks.
The order backlog at the end of the quarter was NOK 7.5 billion (Q3 2024: NOK 2.1 billion), upheld after an order intake of around NOK
1.0 billion in the quarter. New contracts include the Østre Brygge project in Repstad Anlegg (NOK 394 million) and several medium-sized and unannounced awards, underlining the segment's competitiveness and versatility across infrastructure disciplines.
AQUACULTURE SOLUTIONS(NOKm) | Q3 2025 | Q3 2024 | YTD 2025 | YTD 2024 | 2024 | |||
Revenue | 286.5 | 126.4 | 702.5 | 322.0 | 476.8 | |||
EBITA | 14.9 | (1.9) | 32.0 | 6.2 | 18.0 | |||
EBITA-margin | 5.2 % | (1.5 %) | 4.6 % | 1.9 % | 3.8 % | |||
EBIT | 8.1 | (8.6) | 11.7 | (14.1) | (9.0) | |||
Order back-log | 1 210 | 1 312 | 1 210 | 1 312 | 1 173 | |||
Aquaculture Solutions segment reported higher activity and improved results compared to last year, with revenue of NOK 286.5 million in Q3 2025 (Q3 2024: NOK 126.4 million) and EBITA of NOK 14.9 million (Q3 2024: NOK -1.9 million), corresponding to a margin of 5.2% (Q3 2024: -1.5%). The increase was mainly driven by ongoing work on Salmon Evolution phase 2, stable contributions from feed barge
production, and improved utilization across project operations.
The segment activity remains dependent on project timing and continued build-out within the onshore aquaculture market. There was no significant exposure to the Gaia Salmon bankruptcy, and overall performance reflects a more stable operational base. Furthe r improvements are expected as utilization of engineering capacity increases.
The order backlog at the end of the quarter was NOK 1.2 billion (Q3 2024: NOK 1.3 billion), supported by ongoing projects suc h as Salmon Evolution phase 2 and Sævareid, while the Group awaits clarification on several new potential contracts within brood -stock, grow-out and smolt facilities. The merger between Artec Aqua and VAQ is progressing and is expected to be completed by year-end.
OTHER(NOKm) | Q3 2025 | Q3 2024 | YTD 2025 | YTD 2024 | 2024 | |||
Revenue | 45.2 | 68.4 | 168.4 | 205.8 | 269.3 | |||
EBITA | (12.3) | (8.2) | (23.2) | (14.8) | (27.7) | |||
EBITA-margin | (27.2 %) | (12.0 %) | (13.8 %) | (7.2 %) | (10.3 %) | |||
EBIT | (12.3) | (8.2) | (23.2) | (14.8) | (27.7) | |||
Order back-log | 115 | 185 | 115 | 185 | 106 | |||
Other segment reported revenue of NOK 45.2 million in Q3 2025 (Q3 2024: NOK 68.4 million), with an EBITA margin of -27.2 % (Q3 2024: -12.0 %). The decline reflects lower activity in Endúr Maritime, which continues to experience reduced revenue following co mpletion of the previous framework agreement with the Norwegian Defence ("Avlastningsavtalen").
Activity during the quarter mainly related to ongoing service, maintenance and upgrade projects for both defence and commerci al clients. Preparations are underway for a bid on a new framework agreement with the Norwegian Defence, which, if awarded, would p rovide increased long-term visibility and more stable capacity utilization.
The order backlog at quarter-end was NOK 115 million (Q3 2024: NOK 185 million).
The segment also includes the holding activities of Endúr ASA, covering group management functions, financing, M&A, and strat egic initiatives.
Other Information
EVENTS AFTER BALANCE SHEET DATEPlease find further information in Note 13 Subsequent events.
RISKS AND UNCERTAINTIESEndúr ASA is exposed to risks of both operational and financial character. The Board of Endúr ASA is conscious of the importa nce of risk management and works actively to reduce the total risk exposure of the Group. Please find a detailed review of these in The Group's Annual Report for FY 2024.
The Group has established guidelines for credit rating and assessment of creditworthiness of all new customers. For the publi c sector, credit risk is considered minimal and for Norwegian private customers, most contracts follow standards with requirements of providing security before fulfilment of contractual obligations, reducing the credit exposure for the Group.
Endúr's business model involves significant fluctuations in net working capital. Endúr is exposed to liquidity risk through i ts largely project-based revenue-generation, often employing subcontractors. The failure of an Endúr client to make timely payments can in turn impact Endúr's ability to make timely payments to its own subcontractors. Diversification of project size, timing and customers affo rds active measures of liquidity risk mitigation, as well as, and more importantly, consistent profitable project execution. The Group's liquidity is impacted by seasonal fluctuations and fluctuations between different project phases. The Group management work closely togeth er with the local management teams in the subsidiaries to monitor the Groups liquidity through revolving liquidity forecasts.
The Group is exposed to interest rate risk and currency risk primarily through its bank financing facilities and its Swedish operations. The interest rate risk and sensitivity has been significantly reduced through the bank refinancing in 202 3 (and once more refinanced at even more attractive terms in Q1 2025) of the Group's more sizeable and expensive bond loan. The Group also had 300 million of its bank financing nominated in SEK, reducing currency exposure from our operations in Sweden.
Operational risk consists mostly of project risk and counterparty risk and is monitored both at subsidiary and group level. P roject risk constitutes a persistent risk factor in and of itself and may be exacerbated by any resulting adverse liquidity consequ ences. From a portfolio
perspective, and to the extent that the group's turnover is largely distributed across different projects and customers, both in the public
and private sector, this lowers the group's overall project risk exposure.
OUTLOOKThe Group represents a full-service provider within Aquaculture Solutions and Infrastructure in Norway and Sweden, servicing both public and private sector clients. Both segments operate in fragmented niche and growth markets with strong long-term potential, supported by sustainability-driven demand and solid market fundamentals.
At the end of Q3 2025, the Group maintained a solid and diversified order backlog of NOK 8.8 billion, providing revenue coverage of NOK
4.3 billion for FY 2026 and a strong foundation for continued high activity and revenue generation going forward. Order intak e during the quarter amounted to NOK 1.1 billion, including the Østre Brygge project (NOK 394 million) and several medium-sized and unannounced awards. The breadth of the order intake underlines the Group's competitiveness and diversified exposure across infrastructure niches.
The current tender season is characterised by a high level of outstanding bids and strong tender activity, reflecting continu ed solid market demand. In Norway, the newly adopted National Transport Plan for 2025-2036 prioritises rehabilitation, smaller infrastructure projects and aquaculture - all well aligned with Endúr's core service offering and strategic positioning. In Sweden, several major infrastructure projects have been ratified, supporting activity levels and long-term market growth. Increased defence budgets and a favourable real estate market climate also contribute to a positive outlook, while the general maintenance gap on critical infrastructure con tinues to drive rehabilitation and maintenance demand.
In Aquaculture Solutions, visibility remains limited in the short term, but the long-term market outlook is positive, supported by expected growth in land-based fish farming investments. Ongoing projects such as Salmon Evolution phase 2 and Sævareid, combined with a healthy pipeline of new potential contracts, provide a solid foundation for further activity. The merger between Artec Aqua a nd VAQ, expected to be completed by year-end, will strengthen execution capacity and improve utilisation across the segment.
The Group continues to focus on profitable growth, both organically and through targeted M&A, while maintaining a solid finan cial position that supports future investments, dividends and share buy-backs.
RESPONSIBILITY STATEMENTFrom the Board of Directors and CEO of Endúr ASA
We confirm, to the best of our knowledge, that the condensed set of financial statements for the period January 1 to September 30, 2025 has been prepared in accordance with IAS 34 - Interim Financial Reporting and gives a true and fair view of the (Company's and) Group's assets, liabilities, financial position and profit or loss as a whole. We also confirm, to the best of our knowledge, that the interim management report includes a fair review of important events that have occurred during the first nine months of the financial year and their impact on the condensed set of financial statements, a description of the principal risks and uncertainties for the remaining three months of the financial year, and major related party transactions.
Lysaker - 12 November 2025 Board of Directors and CEO of Endúr ASA
Pål Reiulf Olsen
(Chairman)
-sign
Jeppe Bjørnerud Raaholt
(CEO)
-sign
Bjørn Finnøy
-sign
Kristine Landmark
-sign
Hedvig Bugge Reiersen
-sign
Børge Klungerbo
-sign
Condensed Consolidated Statement of Comprehensive Income
(NOKm) | Note | Q3 2025 | Q3 2024 | YTD 2025 | YTD 2024 | 2024 |
Revenue | 4,5 | 1 841.3 | 742.4 | 4 384.7 | 1 996.0 | 2 766.9 |
Other revenue | 4 | 0.3 | 2.0 | 10.7 | 16.0 | 20.5 |
Revenue | 1 841.6 | 744.3 | 4 395.4 | 2 012.0 | 2 787.4 | |
Cost of materials | (1 190.1) | (345.7) | (2 754.4) | (947.5) | (1 353.2) | |
Payroll expenses | (265.9) | (179.8) | (782.7) | (527.9) | (726.8) | |
Depreciation, amortisation, impairment | 6,7 | (91.0) | (63.0) | (235.2) | (167.5) | (221.6) |
Other operating expenses | (185.0) | (111.0) | (412.4) | (269.9) | (339.1) | |
Operating expenses | (1 731.9) | (699.5) | (4 184.7) | (1 912.8) | (2 640.7) | |
Operating profit/loss | 109.7 | 44.8 | 210.7 | 99.1 | 146.7 | |
Net financial items | (28.0) | (30.8) | (90.0) | (71.3) | (91.5) | |
Profit/loss before tax | 81.7 | 14.1 | 120.7 | 27.9 | 55.1 | |
Income Tax | (17.1) | (3.0) | (25.3) | (4.9) | (11.6) | |
Profit/loss for the period | 64.5 | 11.1 | 95.4 | 23.0 | 43.5 | |
Other comprehensive income | (0.3) | 13.7 | 10.8 | |||
Items which may be reclassified over profit and loss in sybsequent periods | ||||||
Exchange rate differences | 10.2 | 5.8 | ||||
Other comprehensive income for the period, net of tax | (0.3) | 13.7 | 10.8 | 10.2 | 5.8 | |
Total comprehensive income | 64.2 | 24.8 | 106.2 | 33.2 | 49.2 | |
Profit/loss attributable to: | ||||||
Equity holders of the parent | 63.9 | 11.1 | 94.6 | 23.0 | 43.4 | |
Non-controlling interest | 0.7 | - | 0.8 | - | 0.1 | |
Profit/loss | 64.5 | 11.1 | 95.4 | 23.0 | 43.5 | |
Total comprehensive income attributable to: | ||||||
Equity holders of the parent | 63.5 | 24.8 | 105.3 | 33.2 | 49.2 | |
Non-controlling interest | 0.7 | - | 0.8 | - | 0.1 | |
Total comprehensive income | 64.2 | 24.8 | 106.2 | 33.2 | 49.2 | |
Earnings per share | ||||||
Basic earnings per share (NOK) | 1.27 | 0.30 | 2.03 | 0.62 | 1.18 | |
Diluted earnings per share (NOK) | 1.22 | - | 1.93 | - | 1.16 | |
Consolidated Statement of Financial Position
(NOKm) | Note | 30 Sep 2025 | 30 Sep 2024 | 31 Dec 2024 |
ASSETS | ||||
Intangible assets and goodwill | 6 | 2 763.9 | 1 350.7 | 1 352.9 |
Property, plant and equipment | 7 | 440.4 | 452.3 | 443.5 |
Right-of-use assets | 465.1 | 296.4 | 316.2 | |
Financial assets | 12.0 | 12.0 | 12.0 | |
Other non-current assets | 27.5 | 27.2 | 27.8 | |
Total non-current assets | 3 709.0 | 2 138.6 | 2 152.4 | |
Inventories | 78.2 | 51.0 | 55.5 | |
Contract assets | 177.4 | 147.8 | 157.6 | |
Trade and other receivables | 1 290.8 | 676.2 | 498.1 | |
Cash and cash equivalents | 875.6 | 68.9 | 192.5 | |
Total current assets | 2 422.0 | 943.9 | 903.7 | |
TOTAL ASSETS | 6 131.0 | 3 082.5 | 3 056.1 | |
EQUITY AND LIABILITIES | ||||
Share capital | 9 | 25.3 | 18.4 | 18.4 |
Treasury shares | (0.1) | (0.1) | (0.1) | |
Share premium | 2 135.6 | 1 162.7 | 1 162.7 | |
Other paid-in capital | 5.5 | 5.8 | 7.7 | |
Other reserves | 25.5 | 19.2 | 14.7 | |
Retained earnings | 112.0 | 14.9 | 28.8 | |
Non-controlling interest | 2.9 | - | 2.1 | |
Total Equity | 2 306.8 | 1 221.0 | 1 234.4 | |
Deferred tax liabilities | 198.2 | 71.2 | 70.8 | |
Loans and borrowings | 10 | 981.0 | 686.1 | 541.1 |
Lease liabilities | 338.4 | 216.2 | 230.3 | |
Other non-current liabilities | 11 | 59.9 | 52.7 | 61.1 |
Total non-current liabilities | 1 577.4 | 1 026.2 | 903.3 | |
Loans and borrowings | 10 | 100.0 | 0.0 | 118.0 |
Lease liabilities | 145.1 | 90.4 | 97.5 | |
Trade and other payables | 1 594.5 | 631.3 | 624.6 | |
Tax payables | 12.2 | 11.7 | 0.0 | |
Contract liabilities | 395.0 | 101.8 | 78.2 | |
Total current liabilities | 2 246.8 | 835.3 | 918.3 | |
Total liabilities | 3 824.2 | 1 861.5 | 1 821.7 | |
TOTAL EQUITY AND LIABILITIES | 6 131.0 | 3 082.5 | 3 056.1 | |
Condensed Consolidated Statement of Cash Flow
(NOKm) | Note | Q3 2025 | Q3 2024 | YTD 2025 | YTD 2024 | 2024 | ||||
Cash flow from operating activities | ||||||||||
Profit/loss for the period | 64.5 | 11.1 | 95.4 | 23.0 | 43.5 | |||||
Adjustments for: | ||||||||||
Depreciation, amortization and impairment | 91.0 | 63.0 | 235.2 | 167.5 | 221.6 | |||||
Tax expense | 17.1 | 3.0 | 25.3 | 4.9 | 11.6 | |||||
Taxes paid | - | (1.3) | - | (2.6) | (2.6) | |||||
Fair value of granted share options | 0.5 | - | 1.5 | - | 1.8 | |||||
Gains and losses on disposals | (2.3) | (2.1) | (9.0) | (7.0) | (5.1) | |||||
Items classified as investments and financing activities | 28.0 | 30.8 | 90.0 | 71.3 | 91.5 | |||||
Changes in: | ||||||||||
Trade and other receivables | (28.4) | (98.6) | (127.0) | (102.2) | 79.9 | |||||
Trade and other payables | 12.7 | 42.0 | 165.70 | 56.1 | 45.1 | |||||
Inventories, contract assets and contract liabilities | (100.9) | 54.2 | 21.1 | 44.1 | 6.3 | |||||
Other changes | - | (2.0) | (2.0) | - | ||||||
Net cash flow from operating activities | 139.0 | 100.0 | 498.1 | 253.2 | 493.6 | |||||
Cash flow from investment activities | ||||||||||
Acquisition of PP&E and intangible assets | 6, 7 | (10.1) | (13.0) | (44.0) | (41.6) | (58.3) | ||||
Proceeds from sale of PP&E | 6.8 | 2.7 | 15.4 | 17.0 | 15.1 | |||||
Net outflow from non-current receivables | 0.4 | 2.5 | 1.1 | (6.4) | (7.0) | |||||
Investment in shares | - | - | - | (11.3) | (11.3) | |||||
Business combinations, net cash (acquisition) | 3 | (3.5) | (18.5) | (278.6) | (18.5) | (20.2) | ||||
Net cash flow from investment activities | (6.4) | (26.3) | (306.1) | (60.8) | (81.7) | |||||
Cash flow from financing activities | ||||||||||
Proceeds from capital increases | 9 | (5.6) | (1.5) | 364.6 | 2.5 | 2.5 | ||||
Purchase of treasury shares | (11.1) | 6.0 | (17.8) | (6.4) | (11.4) | |||||
Proceeds from loans and borrowings | 10 | (1.8) | - | 1 002.1 | - | - | ||||
Repayment of loans and borrowings | 10 | (25.4) | (26.5) | (681.4) | (85.7) | (119.6) | ||||
Payment of interest | (29.8) | (22.2) | (62.0) | (62.6) | (88.0) | |||||
Repayment of principle on lease liabilities | (45.0) | (30.3) | (111.1) | (71.7) | (96.8) | |||||
Net cash flow from financing activities | (118.7) | (74.4) | 494.4 | (223.9) | (313.4) | |||||
Currency translation effects | (4.2) | (1.8) | (3.3) | (2.9) | (9.4) | |||||
Net cash flow | 9.8 | (2.5) | 683.1 | (34.3) | 89.2 | |||||
Cash and cash equivalents as per beginning of period | 865.8 | 71.4 | 192.5 | 103.2 | 103.2 | |||||
Cash and cash equivalents per 30.06 | 875.6 | 68.9 | 875.6 | 68.9 | 192.5 | |||||
Of which restricted cash | 8.5 | 10.4 | 8.5 | 10.4 | 15.2 |
Consolidated Statement of Changes in Equity
(NOKm) | Note | Share capital | Treasury shares | Share premium | Other paid-in capital | Retained earnings | Translation reserves | Total equity attributal to parent | Non- controlling interest | Total equity |
Equity 1 Jan 2025 | 18.4 | (0.1) | 1 162.7 | 7.7 | 28.8 | 14.7 | 1 232.3 | 2.1 | 1 234.4 | |
Profit (loss) | - | - | - | - | 94.6 | - | 94.6 | 0.8 | 95.4 | |
Other comprehensive income, exchange differences | - | - | - | - | - | 10.8 | 10.8 | - | 10.8 | |
Buyback of shares | - | (0.2) | - | - | (26.8) | - | (27.0) | - | (27.0) | |
Use of Treasury shares - Business combination | 9 | - | 0.0 | - | 0.9 | 3.6 | - | 4.5 | - | 4.5 |
Issue of shares -Business combination | 3,9 | 4.1 | - | 611.1 | - | - | - | 615.3 | - | 615.3 |
Issue of shares | 9 | 2.8 | - | 361.8 | - | - | - | 364.6 | - | 364.6 |
Equity effect of share options | - | 0.1 | - | (3.0) | 13.6 | - | 10.7 | - | 10.7 | |
Adjustment | - | - | - | - | (1.9) | - | (1.9) | - | (1.9) | |
Equity 30 Sep 2025 | 25.3 | (0.1) | 2 135.6 | 5.5 | 112.0 | 25.5 | 2 303.9 | 2.9 | 2 306.8 | |
Equity 1 Jan 2024 | 18.4 | - | 1 160.4 | 4.0 | - | 9.0 | 1 191.7 | - | 1 191.7 | |
Profit (loss) | - | - | - | - | 23.0 | - | 23.0 | - | 23.0 | |
Other comprehensive income, exchange differences | - | - | - | - | - | 10.2 | 10.2 | - | 10.2 | |
Buyback of shares | 9 | - | (0.2) | - | - | (16.3) | - | (16.4) | - | (16.4) |
Use of Treasury shares - Business combination | 9 | - | 0.1 | - | 1.8 | 8.1 | - | 10.0 | - | 10.0 |
Issue of shares | 9 | 0.1 | - | 2.4 | - | - | - | 2.4 | - | 2.4 |
Equity 30 Sep 2024 | 18.4 | (0.1) | 1 162.7 | 5.8 | 14.9 | 19.2 | 1 221.0 | - | 1 221.0 | |
Notes to the
Consolidated Interim Accounts
NOTE 1: CORPORATE INFORMATIONEndúr ASA is a public limited liability company based in Norway and was founded on 22 May 2007. The Company's registered offi ce is at Strandveien 17, 1366 Lysaker, Norway. These consolidated interim financial statements comprise the Company and its subsidiaries (collectively the "Group" and individually "Group companies"). Endúr ASA is listed on Oslo Stock Exchange with the ticker END UR.
NOTE 2: BASIS FOR PREPARATIONThis interim condensed consolidated financial statement has been prepared in accordance with IAS 34 "Interim Financial Reporting" and follows the same accounting principles as in the consolidated financial statements for 2024. An interim financial statement does not contain all the information required in a complete annual financial statement and should therefore be read in context with th e annual report for 2024. The interim condensed consolidated financial statements for Endúr ASA and its subsidiaries (collectively , the Group) for the nine months ended 30 September 2025 were authorised for issue in accordance with a resolution of the directors on 12 November 2025.
Financial information is stated in NOK million unless otherwise specified. The interim financial information has not been subject to audit or review.
NOTE 3: BUSINESS COMBINATIONS VAQ ASOn 17 January 2025, Endúr ASA acquired 100 % of the shares in VAQ AS, for a purchase price of approx. NOK 124.7 million, of which 51% of the purchase price was settled by issuing 887,566 consideration shares in Endúr ASA, and transferring 50,000 consideration shares from the Company's holding of treasury shares, 40 % in debt financing of NOK 50 million and 9 % in cash considerations and other adjustments of NOK 11.0 million.
The board decided, pursuant to a board authorization granted by the ordinary general meeting on 23 May 2025, to issue the consideration shares. The company's share capital increased by NOK 443,783 issuing 887,566 new shares, each with a nominal va lue of NOK 0.5. The capital increase was registered on 21 January 2025.
VAQ AS (VAQ) is a leading provider of Recirculating Aquaculture Systems (RAS). Headquartered in Asker, Norway, with additiona l offices in Trondheim and subsidiary VAQ Aps with office in Ribe, Denmark.
The acquisition of VAQ AS strengthens Endúr ASA's position in the land-based aquaculture sector by integrating VAQ's advanced Recirculating Aquaculture Systems (RAS) expertise with Endúr's existing capabilities, particularly through Artec Aqua's Hybri d System™. This combination enhances Endúr's ability to offer comprehensive, flexible, and resource-efficient aquaculture solutions to meet the increasing industry demand. Additionally, VAQ's experienced team and established market presence expand Endúr's techn ical expertise and reinforce its position as a leading supplier of sustainable infrastructure solutions for land-based fish farming.
TOTAL BETONG AS, IGANG TOTALENTREPRENØR AS, AND HABTO HOLDING ASOn 18 March 2025, Endúr ASA acquired 100 % of the shares in Total Betong AS, Igang Totalentreprenør AS, and Habto Holding AS including its subsidiaries HAB construction AS and Propoint Survey AS (collectively referred to as the "Totalbetong acquisiti on") for a purchase price of approx. NOK 1 434.6 million, of which 39 % of the purchase price was settled by issuing 7,333,333 consideration shares in Endúr ASA, 28 % in seller's liabilities towards the acquired companies of NOK 403.9 million, 24 % in bank financing of NOK 350 million and 9 % in cash consideration and other adjustments of NOK 125.4 million.
On the same day, the board decided, pursuant to a board authorization granted by the extraordinary general meeting on 4 March 2025, to issue the consideration shares. The company's share capital increased by NOK 3,666,667 issuing 7,333,333 new shares, each with a nominal value of NOK 0.5. The capital increase was registered on 20 March 2025.
About the Acquired Companies in the Totalbetong Acquisition
Total Betong AS ("Total Betong"), founded in 2011 and headquartered in Bryne, Norway, is a leading contractor specializing in land-based aquaculture facilities and concrete construction.
Igang Totalentreprenør AS ("IGANG"), headquartered in Sandnes, Norway, is a turnkey contractor focusing on commercial and residential building projects for both private and public developers.
HAB Construction AS ("HAB"), based in Lysaker, Norway, specializes in water, wastewater, and transportation infrastructure, serving both public and private clients. The company provides both main contractor and turnkey construction services, with extensive exper ience in complex infrastructure projects. 100 % of the shares in HAB Construction AS is owned through Habto Holding AS ("Habto").
ProPoint Survey AS ("Propoint"), headquartered in Lysaker, Norway, offers advanced surveying and documentation services, including 3D scanning, staking, and drone-based quantity surveying, supporting construction and civil engineering projects. 51 % of the shares in ProPoint is owned through Habto Holding AS, 49 % of the shares is owned directly by Endúr ASA.
The acquired companies form a leading Norwegian contractor group with highly complementary services to Endúr's existing subsi diaries, strengthening the Group's position in key infrastructure markets. The acquisition significantly enhances Endúr's expertise within land-based aquaculture, concrete construction, and water and wastewater infrastructure, areas that are expected to see continued s trong demand.
By integrating these companies, Endúr gains a broader geographical presence and a stronger foothold in both private and publi c sector projects. The acquired companies have a strong management team with a proven track record of profitable growth, and their organizational culture is well aligned with that of Endúr.
Overall, this acquisition reinforces Endúr's market position, enhances scalability, and provides a solid platform for future growth and value creation in the infrastructure and construction sectors.
NERO ANLEGG ASOn 17 June 2025, Endúr ASA through subsidiary BMO Entreprenør AS, acquired 100 % of the shares in Nero Anlegg AS (Nero), a wa ter and sewage company with 4 employees. The business of Nero will be closely integrated with BMO's existing businesses and on -going initiative for organically developing a "no dig" water and sewage offering.
CONSIDERATIONS TRANSFERREDThe following table summarizes the acquisition date fair value of each major class of consideration transferred. Propoint is accounted for 100 % in the column for Habto.
(NOKm) | Nero | VAQ | Habto | IGANG | Total Betong | |
Cash considerations | 0.5 | 58.8 | 129.8 | 54.0 | 286.5 | |
Debt transfer | - | - | 14.2 | 5.1 | 384.6 | |
Shares in Endúr ASA | 1.1 | 63.7 | 97.2 | 46.6 | 413.6 | |
Other adjustments | - | 2.3 | - | - | 5.1 | |
Total considerations transferred | 1.6 | 124.7 | 241.2 | 105.7 | 1 089.7 |
Equity instruments issued
The fair value of the consideration shares transferred in the acquisition of VAQ was based on listed share price of Endúr ASA at 17 January 2025 at NOK 67.9 per share.
The fair value of the consideration shares transferred in the acquisition of Total Betong, Igang and Habto was based on listed share price of Endúr ASA at 18 March 2025 at NOK 76.0 per share.
IDENTIFIABLE ASSETS ACQUIRED AND LIABILITIES ASSUMEDThe fair value of identifiable assets and liabilities is based on a preliminary purchase allocation. The following table summ arizes the amounts of assets acquired and liabilities assumed at the date of acquisition.
(NOKm) | Nero | VAQ | Habto | IGANG | Total Betong | |
Assets | ||||||
Deferred tax assets | - | 0.9 | - | - | - | |
Intangible assets and goodwill | - | 6.5 | 23.9 | 17.6 | 68.7 | |
Property, plant and equipment | 0.1 | 1.2 | 4.1 | 0.4 | 9.4 | |
Right-of-use assets | 3.7 | 7.2 | 48.8 | 1.5 | 103.4 | |
Other non-current assets | - | 0.1 | 14.7 | 5.1 | 384.8 | |
Inventories | - | - | - | - | - | |
Contract assets | - | 1.5 | 27.3 | - | 55.9 | |
Trade and other receivables | 2.1 | 55.9 | 312.1 | 62.0 | 223.7 | |
Cash and cash equivalents | 0.2 | - | 82.2 | 31.3 | 159.5 | |
Liabilities | ||||||
Deferred tax liabilities | 0.1 | - | 13.0 | 8.2 | 77.9 | |
Loans and borrowings | - | - | - | - | 87.5 | |
Lease liabilities | 3.7 | 7.3 | 48.8 | 1.5 | 103.4 | |
Other non-current liabilities | - | - | 1.1 | - | - | |
Trade and other payables | 1.3 | 54.9 | 284.1 | 46.4 | 321.3 | |
Tax payables | 0.2 | 2.8 | 11.9 | 1.7 | - | |
Contract liabilities | - | - | 173.8 | 24.7 | 219.5 | |
Total identifiable net assets acquired | 0.8 | 8.3 | (19.7) | 35.2 | 195.9 | |
The deferred tax liability mainly comprises the difference between the accounting value and the tax conditioned value of the depreciation of tangible and intangible assets, and deferred tax related to percentage-of-completion contracts. The gross amount of the receivables acquired are immaterially different from the fair value presented above.
GOODWILLBased on the preliminary Purchase Price Allocation, the Goodwill arising from the acquisitions amounts to the following:
(NOKm) | Nero | VAQ | Habto | IGANG | Total Betong | ||
Total considerations transferred | 1.6 | 124.7 | 241.2 | 105.7 | 1 089.7 | ||
- Fair value of identifiable net assets acquired | 0.8 | 8.3 | (19.7) | 35.2 | 195.9 | ||
Goodwill | 0.8 | 116.4 | 260.9 | 70.5 | 893.8 |
Included in the goodwill from the acquisition of VAQ AS is the value of the company's technical know-how, and the expected synergies arising from the integration with Endúr's existing aquaculture operations. VAQ's specialist expertise within Recirculating Aquaculture Systems (RAS) and its complementary capabilities to Artec Aqua's Hybrid System™ are expected to enhance the Group's overall technology offering and market reach. The goodwill also reflects the value of VAQ's experienced team, their innovation c apacity, and strong reputation in the industry. The goodwill is not tax depreciable or otherwise recognised for tax purposes.
The goodwill arising from the Totalbetong acquisition reflects the value of their combined expertise, market reach, and the o perational synergies expected through integration with Endúr's existing business. The acquired entities bring complementary service s across concrete construction, land-based aquaculture, and critical infrastructure projects, strengthening Endúr's position in both the private and public sectors. The strong management teams, proven profitability, and cultural alignment with Endúr are also important contributors.
The goodwill is not tax depreciable or otherwise recognised for tax purposes.
Included in the goodwill from the acquisition of Nero Anlegg AS is the value of its specialist expertise in trenchless pipe r ehabilitation, a growing niche within infrastructure maintenance. The acquisition strengthens Endúr's position in water and wastewa ter services and is expected to yield synergies and expand regional market presence. The goodwill is not tax depreciable or otherwise recognised for tax purposes.
NOTE 4: OPERATING SEGMENTS OPERATING SEGMENTSThe Group reports on the following business segments, Aquaculture Solutions, Infrastructure and Other. These segments offer different products and services and are managed separately because they require different marketing strategies. Inter-segment pricing is determined on an arm's length basis.
Segment performance is measured by operating profit before amortization (EBITA) and operating profit after PPA amortizations (EBIT). This is included in internal management reports, which are being reviewed by the Group's executive management.
Aquaculture Solutions
The Aquaculture Solutions segment includes production of land-based fish-farming facilities, concrete feed barges for the aquaculture industry and associated electro and automation services. The segment consists of the companies Artec Aqua AS, VAQ AS, VAQ ApS, Endúr Sjøsterk AS, HAV Elektro AS and Endúr Eiendom AS. HAV Elektro AS was acquired in December 2024, VAQ AS and VAQ ApS was acquired in January 2025
Infrastructure
The Infrastructure segment includes concrete and steel construction, railway, harbour/quay construction and maintenance and underwater services. The segment consists of the companies BMO Entreprenør AS (incl. 2 subsidiaries), Marcon-Gruppen i Sverige AB (incl. 11 subsidiaries), Repstad Anlegg AS (incl. 5 subsidiaries), Total Betong AS, Igang Totalentreprenør AS, and Habto Holding AS with subsidiaries Hab Construction AS and Propoint Survey AS. Total Betong AS, Igang Totalentreprenør AS, and Habto Holding AS with subsidiaries Hab Construction AS and Propoint Survey AS was acquired in March 2025. BMO Entreprenør AS acquired Nero Anlegg AS in June 2025.
Other
Other includes maritime service and ship maintenance, unallocated corporate costs and Group financing. The segment consists of the companies Endúr Maritime AS, Endúr ASA, Endúr Bidco II AS, and BG Malta Ltd.
YTD 2025 (NOKm) | Aquaculture solutions | Infrastructure | Other | Intra-group eliminations | Total |
Operating revenue | 702.5 | 3 514.6 | 168.8 | (1.1) | 4 384.7 |
Operating profit / loss EBITA | 32.0 | 258.8 | (23.2) | - | 267.5 |
Amortization | (20.3) | (36.5) | - | - | (56.8) |
Operating profit / loss EBIT | 11.7 | 222.3 | (23.2) | - | 210.7 |
Segment assets | 1 253.8 | 5 175.0 | 325.5 | (623.3) | 6 131.0 |
Segment liabilities | 441.0 | 2 383.8 | 1 622.7 | (623.3) | 3 824.2 |
YTD 2024 (NOKm) | Aquaculture solutions | Infrastructure | Other | Intra-group eliminations | Total |
Operating revenue | 321.2 | 1 472.1 | 203.1 | (0.5) | 1 996.0 |
Operating profit / loss EBITA | 6.2 | 139.7 | (14.8) | - | 131.1 |
Amortization | (20.3) | (11.6) | - | - | (31.9) |
Operating profit / loss EBIT | (14.1) | 128.1 | (14.8) | - | 99.1 |
Segment assets | 980.7 | 2 203.1 | 71.5 | (172.9) | 3 082.5 |
Segment liabilities | 294.0 | 981.8 | 758.6 | (172.9) | 1 861.5 |
YTD (NOKm) | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 |
Primary geographical markets | ||||||||
Norway and the Norwegian Continental Shelf | 694.9 | 297.7 | 3 131.9 | 1 000.0 | 159.7 | 199.5 | 3 986.5 | 1 497.1 |
Sweden | - | - | 339.5 | 434.9 | 8.7 | 0.1 | 348.2 | 435.0 |
Other | 7.4 | 23.4 | 42.2 | 36.9 | 0.4 | 3.5 | 50.0 | 63.9 |
Total | 702.3 | 321.1 | 3 513.6 | 1 471.8 | 168.7 | 203.1 | 4 384.7 | 1 996.0 |
Major products / service lines | ||||||||
Public Sector-Directly | - | 0.4 | 1 618.2 | 728.9 | 88.6 | 93.5 | 1 706.8 | 822.8 |
Private Sector-Directly | 547.6 | 320.6 | 1 895.4 | 742.9 | 80.1 | 109.6 | 2 523.1 | 1 173.2 |
Total | 702.3 | 321.1 | 3 513.6 | 1 471.8 | 168.7 | 203.1 | 4 384.7 | 1 996.0 |
Timing of revenue recognition | ||||||||
Products transferred at a point in time | 38.2 | - | 44.9 | 26.9 | 168.7 | 203.1 | 251.8 | 230.0 |
Products and services transferred over time | 664.2 | 321.1 | 3 468.8 | 1 444.9 | - | - | 4 132.9 | 1 766.0 |
Total | 702.3 | 321.1 | 3 513.6 | 1 471.8 | 168.7 | 203.1 | 4 384.7 | 1 996.0 |
YTD 2025 (NOKm) | Note | Licenses, patents, etc. | Customer relationship | Order backlog | Goodwill | Total |
Acquisition cost as of 1 Jan 2025 | 101.8 | 186.7 | 31.1 | 1 213.5 | 1 533.2 | |
Addition | 1.2 | - | - | - | 1.2 | |
Addition through business combinations | 3 | 18.5 | - | 109.3 | 1 342.4 | 1 470.2 |
Currency adjustment | - | - | - | 1.8 | 1.8 | |
Acquisition cost as of 30 Sep 2025 | 121.5 | 186.7 | 140.4 | 2 557.8 | 3 006.3 | |
Accumulated depreciations/impairments as of 1 Jan 2025 | (38.3) | (71.4) | (28.3) | (42.3) | (180.3) | |
Current year's depreciations | (10.2) | (14.0) | (26.2) | - | (50.4) | |
Addition through business combinations | 3 | (11.7) | - | - | - | (11.7) |
Accumulated depreciations/impairments as of 30 Sep 2025 | (60.2) | (85.4) | (54.5) | (42.3) | (242.4) | |
Book value 30 Jun 2025 | 61.3 | 101.3 | 85.9 | 2 515.5 | 2 763.9 |
YTD 2024 (NOKm) | Note | Licenses, patents, etc. | Customer relationship | Order backlog | Goodwill | Total |
Acquisition cost as of 1 Jan 2024 | 100.3 | 186.7 | 31.1 | 1 202.2 | 1520.2 | |
Addition | 0.4 | - | - | - | 0.4 | |
Currency adjustment | - | - | - | 2.5 | 2.5 | |
Other changes | - | - | - | (0.3) | (0.3) | |
Acquisition cost as of 30 Sep 2024 | 100.6 | 186.7 | 31.1 | 1 204.4 | 1 522.9 | |
Accumulated depreciations/impairments as of 1 Jan 2024 | (26.6) | (52.8) | (26.1) | (42.3) | (147.6) | |
Current year's depreciations | (8.8) | (14.0) | (1.7) | - | (24.4) | |
Currency adjustment | - | - | - | - | - | |
Accumulated depreciations/impairments as of 30 Sep 2024 | (35.4) | (66.8) | (27.8) | (42.3) | (172.2) | |
Book value 30 Sep 2024 | 65.3 | 119.9 | 3.3 | 1 162.1 | 1 350.7 |
The Group's goodwill originates from the following business combinations and cash generating units:
(NOKm) | 30 Sep 2025 | 31 Dec 2024 |
Aquaculture Solutions - Artec Aqua AS | 413.8 | 413.8 |
Aquaculture Solutions - VAQ AS | 116.3 | - |
Aquaculture Solutions - Endúr Sjøsterk AS | 48.5 | 48.5 |
Aquaculture Solutions - HAV Elektro AS | 0.3 | 1.2 |
Infrastructure - Marcon Gruppen i Sverige AB | 86.9 | 84.3 |
Infrastructure - BMO Entreprenør AS | 271.3 | 271.3 |
Infrastructure - Nero Anlegg AS | 0.8 | - |
Infrastructure - Repstad Anlegg AS | 328.0 | 328.0 |
Infrastructure - Total Betong AS | 893.8 | - |
Infrastructure - Igang Totalentreprenør AS | 70.5 | - |
Infrastructure - Habto Holding AS | 249.2 | - |
Infrastructure - Propoint Survey AS | 11.7 | - |
Other - Endúr Maritime AS | 15.7 | 15.7 |
Total goodwill | 2 506.8 | 1 162.7 |
YTD 2025 (NOKm) | Note | Land, buildings | Machinery and other equipment | Total |
Acquisition cost as of 1 Jan 2025 | 59.5 | 1 134.3 | 1 193.8 | |
Acquisitions | 10.3 | 32.8 | 43.0 | |
Acquisitions through business combinations | - | 35.4 | 35.4 | |
Disposals | - | (70.8) | (70.8) | |
Currency adjustment | 0.9 | 21.6 | 22.5 | |
Acquisition cost as of 30 Sep 2025 | 70.6 | 1 153.3 | 1 223.9 | |
Accumulated depreciations as of 1 Jan 2025 | (24.2) | (726.1) | (750.4) | |
Additions through business combinations | - | (17.8) | (17.8) | |
Current year's depreciation | (2.0) | (64.6) | (66.6) | |
Disposals | - | 64.5 | 64.5 | |
Currency adjustment | (0.4) | (12.9) | (13.3) | |
Accumulated depreciations as of 30 Sep 2025 | (26.6) | (757.0) | (783.5) | |
Book value 30 Sep 2025 | 44.1 | 396.4 | 440.4 |
YTD 2024 (NOKm) | Note | Land, buildings | Machinery and other equipment | Total |
Acquisition cost as of 1 Jan 2024 | 57.8 | 1 015.5 | 1 073.3 | |
Acquisitions | 4.4 | 36.7 | 41.2 | |
Acquisitions through business combinations | - | 85.3 | 85.3 | |
Disposals | (3.2) | (21.6) | (24.8) | |
Currency adjustment | 0.8 | 21.1 | 21.8 | |
Acquisition cost as of 30 Sep 2024 | 59.8 | 1 136.9 | 1 196.8 | |
Accumulated depreciations as of 1 Jan 2024 | (21.7) | (585.3) | (607.0) | |
Additions through business combinations | - | (76.5) | (76.5) | |
Current year's depreciation | (1.8) | (63.9) | (65.7) | |
Current year's impairment | - | (0.4) | (0.4) | |
Disposals | - | 16.8 | 16.8 | |
Currency adjustment | (0.3) | (11.3) | (11.6) | |
Accumulated depreciations as of 30 Sep 2024 | (23.8) | (720.7) | (744.4) | |
Book value 30 Sep 2024 | 36.1 | 416.3 | 452.3 |
Overview of carrying amounts of financial instruments in the consolidated balance sheet
Financial | Financial | ||||
Financial assets | assets and | assets and | |||
and liabilities | liabilities at fair | liabilities at fair | Total carrying | ||
at amortized | value through | value through | amount 30 Sep | ||
30 Sep 2025 (NOKm) | Note | cost | profit and loss | OCI | 2025 |
Financial assets by category | |||||
Financial derivatives | 11 | - | - | - | - |
Other financial assets | 12.0 | - | - | 12.0 | |
Trade receivables | 997.1 | - | - | 997.1 | |
Cash and cash equivalents | 875.6 | - | - | 875.6 | |
Total financial assets | 1 884.7 | - | - | 1 884.7 | |
Financial liabilities by category | |||||
Loans and borrowings - non-current | 10 | 981.0 | - | - | 981.0 |
Other non-current liabilities | - | 60.0 | - | 60.0 | |
Loans and borrowings - current | 10 | 100.0 | - | - | 100.0 |
Trade payables | 827.2 | - | - | 827.2 | |
Total financial liabilities | 1 908.2 | 60.0 | - | 1 968.2 |
30 Sep 2024 (NOKm) | Note | Financial assets and liabilities at amortized cost | Financial assets and liabilities at fair value through profit and loss | Financial assets and liabilities at fair value through OCI | Total carrying amount 30 Sep 2024 |
Financial assets by category | |||||
Other financial assets | 12.0 | - | - | 12.0 | |
Trade receivables | 591.2 | - | - | 591.2 | |
Cash and cash equivalents | 68.9 | - | - | 68.9 | |
Total financial assets | 672.1 | - | - | 672.1 | |
Financial liabilities by category | |||||
Loans and borrowings - non-current | 10 | 686.1 | - | - | 686.1 |
Other non-current liabilities | - | 52.7 | - | 52.7 | |
Loans and borrowings - current | 10 | 0.0 | - | - | 0.0 |
Trade payables | 315.5 | - | - | 315.5 | |
Total financial liabilities | 1 001.7 | 52.7 | - | 1 054.3 |
Fair value of financial assets and liabilities not measured at fair value
The Group has not disclosed the fair values for financial assets and liabilities not measured at fair value as the carrying amount is considered to be a reasonable approximation of fair value.
NOTE 9: SHARE CAPITAL AND SHAREHOLDER INFORMATIONIssue of shares registered 21 January 2025 - The company's share capital increased by NOK 443,783 from NOK 18,445,075 to NOK 18,888,858 by issuing 887,566 new shares each with a nominal value of NOK 0.5. The issuance was in connection with the acquisition of VAQ AS.
Issue of shares registered 05 March 2025 - The company's share capital increased by NOK 62.500 from NOK 18,888,858 to NOK
18.951.358 by issuing 125.000 new shares each with a nominal value of NOK 0.5. The issuance was in connection with a settlement of Kverva Finans AS entitlement to underwriting commission as a part of the private placement successfully placed on 11 February 2025.
Issue of shares registered 10 March 2025 - The company's share capital increased by NOK 2,430,555.5 from NOK 18.951.358 to NOK 21,381,913.5 by issuing 4,861,111 new shares each with a nominal value of NOK 0.5. The issuance was in connection with the private placement successfully placed on 11 February 2025.
Issue of shares registered 17 March 2025 - The company's share capital increased by NOK 107,750 from NOK 21,381,913.5 to NOK 21,489,663.5 by issuing 215,500 new shares each with a nominal value of NOK 0.5. The issuance was in connection with the Incentive Share Program to certain members of the Company's board of directors and other employees, following their exercise of share o ptions on 10 February 2025 (110,500 options with a strike price of NOK 41.25 and 105,000 options with a strike price of NOK 44.88).
Issue of shares registered 20 March 2025 - The company's share capital increased by NOK 3,666,665 from NOK 21,489,663.5 to NOK 25,156,330 by issuing 7,333,330 new shares each with a nominal value of NOK 0.5. The issuance was in connection with the completion of the acquisition of 100% of the shares in Total Betong AS, Igang Totalentreprenør AS and Habto Holding AS (including HAB Const ructions AS and Propoint Survey AS) from Totalbetong Gruppen AS and certain minority sellers.
Issue of shares registered 14 May 2025 - The company's share capital increased by NOK 191.670 from NOK 25,156,330 to NOK 25,348,000 by issuing 383.340 new shares each with a nominal value of NOK 0.5. The issuance was in connection with the employ ee share purchase program for 2025.
At 30 September 2025 the share capital of Endúr ASA was NOK 25,347,998.50 divided into 50,696,000 shares each with a nominal value of NOK 0.5. All shares have equal voting rights.
Shareholders as of 30 Sep 2025 | No of shares | Holding | ||
Artec Holding AS | 6 411 077 | 12.65 % | ||
Kverva Finans AS | 4 291 668 | 8.47 % | ||
Verdipapirfondet DNB SMB | 2 297 449 | 4.53 % | ||
Tigerstaden Marine AS | 1 500 000 | 2.96 % | ||
VPF DNB Norge Selektiv | 1 429 462 | 2.82 % | ||
Hodne Invest AS | 1 402 338 | 2.77 % | ||
Orstad Rådgivning AS | 1 400 339 | 2.76 % | ||
Songa Capital AS | 1 385 847 | 2.73 % | ||
Bever Holding AS | 1 274 428 | 2.51 % | ||
Hausta Investor AS | 1 153 729 | 2.28 % | ||
Verdipapirfondet DNB Norge | 1 011 522 | 2.00 % | ||
Totar AS | 711 694 | 1.40 % | ||
TUK Holding AS | 707 735 | 1.40 % | ||
Tåka Holding AS | 642 159 | 1.27 % | ||
Alden AS | 590 000 | 1.16 % | ||
LGA Holding AS | 514 652 | 1.02 % | ||
Danske Bank A/S | 509 969 | 1.01 % | ||
Pirol AS | 500 000 | 0.99 % | ||
BOW Holding AS | 467 138 | 0.92 % | ||
Guttis AS | 465 502 | 0.92 % | ||
Total shares owned by 20 largest shareholders | 28 666 708 | 56.55 % | ||
Other shareholders | 22 029 292 | 43.45 % | ||
Total number of shares 30 Sep 2025 | 50 696 000 | 100.00 % |
(NOKm) | 30 Sep 2025 | 31 Dec 2024 |
Non-current loans and borrowings | ||
Secured bank loans | 898.6 | 446.6 |
Other loans | 82.3 | 94.5 |
Secured bond loans | - | - |
Current loans and borrowings | ||
Secured bank loans | 100.0 | 118.0 |
Total | 1 081.0 | 659.1 |
Current loans and borrowings represent the instalments on the long-term bank facility due within the next 12 months.
Refinancing of bank facilities
In February 2025, Endúr ASA refinanced existing bank facilities with our existing bank syndicate, Sparebank 1 Sør-Norge and Sparebank 1 SMN. The refinancing includes NOK 600 million in term loans, structured to refinance the previous bank facilities. The term loans ("Facility A") will be partly nominated in NOK (300 million) with 3-month NIBOR as reference interest rate and partly nominated in SEK (300 million) with 3-month STIBOR as reference interest rate. The term loans will be amortized over 10 years, yielding quarterly instalments of NOK 15 million.
As part of this refinancing, Endúr increased its overdraft facility to NOK 250 million ("Facility C") and secured an NOK 400 million acquisition financing facility ("Facility B"), where NOK 50 million was earmarked for the acquisition of VAQ AS and the remaining utilized for the Total Betong acquisition. This facility will have quarterly instalments of NOK 10 million.
The financial covenants remain in line with previous agreements, requiring a minimum equity ratio of 30% and a maximum levera ge ratio, based on net interest-bearing debt excl. leasing liabilities, that gradually decreases over time:
Utilization - 31 March 2025 < 3.30x
- 1 April 2025 - 31 December 2025 < 3.00x
1 January 2026 - Maturity < 2.50x
Interest rate margins for Facility A/B and Facility C:
Leverage ratio 0.00x - 1.50x: 260 bps / 160 bps
Leverage ratio 1.51x - 2.00x: 270 bps / 170 bps
Leverage ratio 2.01x - 2.50x: 285 bps / 180 bps
Leverage ratio 2.51x - 3.30x: 305 bps / 195 bps
Transaction cost amortized on the bank facilities amount to NOK 12.6 million.
NOTE 11: FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE THROUGH PROFIT AND LOSSCONTINGENT EARN-OUT REPSTAD30 June 2025 (NOKm)
Level 1
Level 2
Level 3
Total
Financial derivatives
-
-
-
-
Total financial assets measured at fair value
-
-
-
-
Other non-current liabilities
-
-
60.0
60.0
Total financial liabilities measured at fair value
-
-
60.0
60.0
The contingent earn-out consideration from the acquisition of Repstad Anlegg in 2023 is measured at fair value at the acquisition date using estimates of discounted cash flows. The consideration agreement includes an earn-out of +/- 2x Earnings before interest and tax in local GAAP from 2023 to 2025 with a reference point of NOK 150 million, capped and floored at + NOK 100 million and - NOK 50 million, due by June 2026. The subsequent measurement of the earn-out is at fair value through profit and loss.
NOTE 12: TRANSACTIONS WITH RELATED PARTIESIn Q3 2025 there have not been any material transactions or agreements entered into with any related parties.
NOTE 13: SUBSEQUENT EVENTSNo material events, other than the below listed contract awards and corporate events, have taken place subsequent to 30 Septe mber 2025.
Establishment of Nova Water Solutions, a newly founded subsidiary of Total Betong within the Infrastructure segment, announced on 16 October 2025.
Continuation of the share buy-back programme, announced on 17 October 2025.
Appointment of Cristina Oscarsson as Managing Director Sweden, announced on 27 October 2025.
Contract award Total Betong AS announced with stock exchange notice on 20 October 2025
The Board of Endúr ASA confirms, according to § 3-3a of the Accounting Act, that the interim accounts have been prepared based on the assumption of going concern.
Alternative Performance Measures
In this interim report the Group presents several Alternative Performance Measures (APMs) , which are described below:
EBITAEBITA (Earnings before interest, taxes, and amortization) is a performance measure covering all operational associated costs, including depreciations. Endúr believes that this performance measure provides useful information about the Group's ability to service debt and finance investments. Endúr presents EBITA in the Board of Directors' report and in Note 4 Operating segments.
EBITA is calculated as Profit for the period before tax, net financial items and amortization.
EBITA-MARGINEBITA-margin is calculated as EBITA divided by total revenue.
EBITEBIT (Earnings before interest and taxes) provides an expression of profitability from operations, taking into account the amortization for the period of tangible and intangible assets from acquisitions Endúr presents EBIT in the Board of Directors' report and in note 4 Operating Segments.
EBIT is equal to operating profit/loss in the income statement and is calculated as Profit for the period before tax and net financial items.
NET INTEREST-BEARING DEBT EXCL. LEASINGNet Interest-Bearing Debt excl. leasing is calculated as interest-bearing loans minus cash and cash equivalents. The alternative performance measure follows the financial loan covenant of the newly refinanced loan facility in February 2025. Endúr presents Net Interest-Bearing Debt excl. leasing in the Board of Directors' report.
ORDER BACKLOGOrder backlog is calculated as the remaining value from signed contracts, including estimated future call-offs of contractual framework agreements and other time-limited agreements. This also includes projects that have not yet commenced within the financial year. Endúr presents order backlog in the Board of Directors' report.
EQUITY RATIO
Equity ratio is calculated as total equity divided by total assets.