(/{/ nordhealth
Nordheath Interim Gondensed Financia Statements
H12026
1 January - 30 June 2026
Document Ref: VM5EN-YR84T-PPYCV-QwTTX Page 1 of 22
H12026 in brief
Summary
ARR* increased to EUR 47.3M in June 2026, a12.5% increase year-over-year (constant currency**)
H1 recurring revenue increased 13.OF to EUR 25.2 M (H1 2025: EUR 22.3 M)
Operating expenses increased 17.4% to EUR -30.1M (H1 2025: EUR -25.6M). Increase was driven by R&D, option scheme and and reorganization expenses. Non-recurring expenses amounted to EUR 2.6M (H1 2025 EUR 0.7M). Increase excluding NRI items was 10.3% year-over-year.
EBITDA of EUR -2.4M in H12026 compared to EUR -0.2M in H12O25
Net loss increased from EUR 5.8 M in H12025 to EUR 9.0 M in H12026
EUR in thousands | H1 2026 | H1 2025 | Change % | |
Total revenue | 27 645 | 25 342 | 9° | |
Other operating income | 23 | 53 | -57% | |
Operating expenses | (30 094) | (25 630) | -17% | |
EBITDA | (2 426) | (235) | -932% | |
EBITDA margin | -8.8% | -O.9% | ||
Depreciation and amortization | (5 995) | (5 539) | ||
EBIT | (8 421) | (5 774) | -46% | |
EBIT margin | -30.5"O | -22.8% | ||
Net result | (8 979) | (5 752) | -56% | |
Net result margin | -32.5% | -22.7% | ||
Headcount | 447 | 439 | 2% |
* Att information regarding ARR in the annual report stands for implemented annual recurring revenue' and it's solely from our Therapy and Veterinary business divisions. ARR is the value of recurring revenue of software subscriptions that has been normalized for a single calendar year.
"When 'constant currency' is written in this annual report, it means that revenue comparisons are being made as if there had been no changes to FX rates since December 31st of the previous year. Atf ARR comparisons in this report are based on constant currency.
Overview
Nordhealth is a healthcare Saas company founded in 2001. We are committed to revolutionize healthcare delivery through innovative software solutions. Our flagship Practice Management Software (PMS), Provet for veterinary practices and Therapy Unified Platform for therapy practices, empower healthcare professionals to streamline operations, improve patient care and fuel business growth.
We are capitalizing on the shift from on-premise or hosted software towards cloud-based software. Cloud-based solutions offer clinics increased accessibility, improved scalability, enhanced data security, and reduced IT burden. Provet and Therapy Unified Platform are well positioned to be leaders in this transition in their industries, especially given the attractiveness of cloud-based software to veterinary clinics chains. We remain committed to helping clinics embrace this evolution and achieve long-term success by providing intuitive and fast software.
Mission-critical Software
The PMS is amission-criticalsoftware for veterinary or therapy practices, functioning seamlessly as both the front and back office system of record:
Appointment scheduling and shift management: Simplify scheduling, optimize staff allocation, and ensure smooth clinic operations.
Patient management and electronic heaLth records (EHR): Store and manage patient information efficiently, enabling informed care decisions.
Billing and invoicing: Automate billing processes, improve cash flow and minimize errors.
Reporting and analytics: Gain valuable insights to make data-driven decisions and drive
success.
Government compliance: Streamline reporting for regulations like HelseNorge (Norway), Kanta (Finland), and the EU's Veterinary Medicinal Products Regulation with automated tools and comprehensive dashboards.
Communication tools: Enhance communication with patients and staff for better collaboration.
Inventory management and workflow automation: Reduce time spent on manual tasks and optimize resource utilization.
H1 2026 Operational highlights
The company achieved a total implemented Annual Recurring Revenue (ARR) of 'E47.3 million at the end of June 2026, demonstrating a12.5% year-over-year growth. Net retention rate in the last twelve months ending 30 June 2026 was 108%, and the churn rate was 3.1%
Veterinary
Implemented ARR for the veterinary segment at the end of June 2026 was 629.7M. This represents 13.6% year-on-year growth, fueled by the ongoing deployment of clinics for enterprise accounts, alongside the expansion of our SME client base, especially across the USA and Southern Europe.
Business Unit Highlights:
Continued expansion in the UK, US, and Southern Europe
° Completed early implementation for Vets4Pets and moved into the main rollout
° Signed three 100+ enterprise groups in H12026. All are in pilot, co-development, or early implementation
° First Provet clinics went live in Germany
° Released several new Al-leading features. including: Ask Provet Agent, Clinical Al Agent and Provet MCP
Migration tooling launched to cut onboarding time by more than 25%
Sunsetting of Sanimalis product in Norway
Therapy
Implemented ARR for the therapy segment at the end of June 2026 was 617.7M. This represents 10.8% year-on-year growth. The improved growth was driven by the stronger demand for the Cloud Al features.
Business Unit Highlights:
° Total Aspit migrations reached 1,000 at the end of H1, with over 1,000 migrations already scheduled for H2
Al Patient Overview, Al generated Epikrisis and Custom Al document templates for local markets were released in H1
Signed €1.2M in H1 2026 ARR (New Business and Al Upsell)
Financial review H1 2026
These condensed interim financial statements have been prepared in accordance with Norwegian GAAP (NRS 11). The Reporting currency is EUR. All numbers are presented in EUR thousands, unless otherwise stated. The figures in the tables have been rounded to the nearest thousands of euros, so they may not add up to precise totals. The numbers in brackets refer to the value in the corresponding period a year earlier, unless otherwise stated except for balance sheet items which refer to the end of the previous financial year.
Revenue, result and financial position
H1/ 2026
The first half revenue grew by 9 (13) % and amounted to EUR 27,645 (25,342) thousand. In the first half of 2026 the share of recurring revenue of the total revenue was 91 (88) % amounting to EUR 25,239 (22,338) thousand resulting in 13 (17) % growth.
The total personnel costs in the first half of 2026 amounted to 59 (55) % of revenues and other operating charges amounted to 27 (29) % of total revenues. Primary reason for personnel cost increase is the PSOP bookings which we didn't have in the H12O25.
The first half reported EBITDA amounted to EUR -2,426 (-235) thousand and the EBITDA margin decreased to -8.8 (-0.9)%.
Non-recurring items affecting EBITDA during the first half of 2026 amounted to EUR 2,606 (712) thousand. Non-recurring items related to reorganization activities amounted to EUR 1,637 (712) thousand and PSOP bookings amounted to EUR 969 (0) thousand. There were no non-recurring items affecting CAPEX in H12026, compared to EUR 224 thousands in H1 2025.
Adjusted EBITDA amounted to EUR 180 (477) thousand and adjusted EBITDA margin was
0.7 (1.9)% in the first half of 2026. Adjusted EBITDA-CAPEX amounted to EUR -2,236 (-1,830) thousand. This decrease was mainly driven by increased investments to product development and a decrease in implementation revenue.
Net financial items in the first half totaled EUR -305 (97) thousand comprising mainly of foreign currency revaluations and changes in the fair value of the money market funds.
Total non-current assets amounted to EUR 47,035 (52,884) thousand at the end of June 2026. Total intangible assets amounted to EUR 45,991 (51,816) thousand at the end of the period. In addition to goodwill, intangible assets mainly consist of capitalized product development costs. Ongoing development activities focus on embedding Al into the core of the PMS and localization needs for new market penetration.
Total current assets amounted to EUR 21,774 (27,939) thousand at the end of June 2026. Cash and cash equivalents amounted to EUR 5,772 (7,044) thousand. The company has EUR 6,729 (13,489) thousand of cash in fully liquid money market funds. The combined value of money market fund holdings and cash amounted to EUR 12,501 (20,533) thousand at the end of the reporting period.
Total equity at the end of June 2026 amounted to EUR 55,036 (68,161) thousand. During the first half the Company made a reward share payout under the 2023, 2024 and 2025 Performance Share program to the participants. The shares used in the payout consisted of Treasury shares held by the Company. In total, 83,363 shares were transferred to the
participants. After the share transfer the number of shares held by the Company amounted to 1,294,430 as at 30 June 2026.
Total current liabilities totaled EUR 13,616 (12,421) thousand at the end of June 2026 consisting mainly of deferred revenue and payroll related liabilities.
Net cash flow from operating activities in the first half of 2026 was EUR 238 (3,356) thousand. Net cash flow from investing activities amounted to EUR 1,261 (-433) thousand, with investments in tangible and intangible assets of EUR 2,439 (2,629) thousand. There was no cash flow from financing activities in the first half of 2026 and 2025. Free cash flow (adjusted) amounted to EUR -565 (1,664) thousand in the first half of 2026.
Risks Operational risks
Although most of the Group's contracts with customers for use of the Group's Software-as-a-Service ("SaaS") services are automatically renewed, the Group is still dependent on retaining existing contracts and obtaining new contracts on acceptable terms, to maintain and/or increase its revenues. If the Group fails in retaining existing customers and attracting new customers, it could have amaterial adverse effect on its results of operations, cash flow, financial condition and/or prospects.
The effectiveness of the Group's software platform is dependent on partnerships with respect to IT-applications used by the Group and integration with necessary software, especially integration with various systems utilised by the Group's customers and partners. Although the Group has successfully entered into valuable partnerships and integrated their technology with third party suppliers, any changes in such third-party systems may result in the Group's technology being incompatible with such system and in turn may have a material adverse effect on the Group's results of operations, financial condition and/or prospects.
The Group is handling data within the healthcare sector and other sectors that may be linked to individual persons, which by its nature is highly sensitive. The Group is liable to its customers, regulatory authorities, and the individuals whose personal data is handled for damages caused by unauthorized use or disclosure of personal data as well as sensitive and confidential information. Unauthorized disclosure of any such information may result in significant fines and may damage the Group's brand and/or reputation and may lead to customer attempting to cancel existing agreements with the Group. These factors may in turn have an adverse effect on the Group's ability to attract and retain customers and partners and in turn adversely affect the Group's business, cash flow, operating results, and financial position.
The Group's business requires specialized and skilled personnel. There is a risk that the Group will be unable to keep enough appropriate key executives, key employees, and qualified new employees to effectively manage the business. There can be no assurance that the Group will be successful in retaining its key executives, key employees and qualified employees or replace such personnel with corresponding qualifications. If the Group fails to do so. it could have a material adverse effect on the Group's business, prospects, financial results and/or results of operations.
Financial risks
The Group is dependent on having access to long-term funding and may in the future require additional funding in the form of either debt or equity to successfully execute its strategy and to finance further growth. There can be no assurance that the Group will be able to raise additional capital necessary to conduct its ongoing and future operations, at the required time or on acceptable terms and there can be no assurance that the Group will not experience net cash flow shortfalls exceeding the Group's available funding sources. If required funds are not available, this could have a material adverse effect on the Group's business, financial condition, and prospects.
Mergers and acquisitions
As part of the Group's growth strategy, the Group considers the acquisition of other companies to expand the Group's existing business and create economic value. The Group cannot assure that it will be able to consummate any such transactions or that any future acquisitions will be consummated at acceptable prices and terms.
The Group continually evaluates potential acquisition opportunities in the ordinary course of business, including those that could be material in size and scope. Acquisitions involve a number of special risks, including (i) the diversion of management's attention and resources to the assimilation of the acquired companies and their employees and to the management of
expanding operations, (ii) problems associated with maintaining relationships with employees of acquired businesses, (iii) the increasing demands on the Group's operational systems and technical capabilities, (iv) ability to integrate and implement effective disclosure controls and procedures and internal controls for financial reporting within allowable time frames, (v) risks associated with the ability to fund expected and unexpected capital costs and expenses associated with any acquired entity/assets and (vi) the loss of key employees of acquired entities/assets.
The Group may also become responsible for unexpected liabilities that the Group failed or was unable to discover in the course of performing due diligence in connection with historical acquisitions and any future acquisitions and indemnification rights which have been obtained, or will in the future be obtained, may not be enforceable, collectible or sufficient in amount, scope or duration to fully offset the possible liabilities associated with the assets acquired.
Any of these liabilities, individually or in the aggregate, would, if materialized, have a material adverse effect on the Group's businesses, products, prospects, financial condition and results of operations.
Currency risk
Currency risk is the risk that the value of a financial instrument will fluctuate due to exchange rate fluctuations. Exposure to currency risks arises primarily when receivables and payables are denominated in a currency other than the operating company's local currency.
In addition, the Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures on translation, primarily with respect to fluctuations in the EUR/NOK, EUR/GBP, EUR/SEK, and EUR/USD exchange rate. The Group manages its currency risk by closely monitoring the currency fluctuations and does not hedge its currency risk.
Credit risk
The Group has a significant amount of trade receivables and will be dependent on being able to collect such receivables. Consequently, the Group may be exposed to financial loss if a customer or counterparty fails to meet its contractual obligations. To the extent payment is done by payment letter or credit or otherwise given, the Group is vulnerable to credit risk and any failure by its counterparties to meet their obligations may affect the Group's income.
Failure to collect its trade receivables or customers' unwillingness or inability to pay could have a material impact on the Group's business and financial condition.
With a wide customer base, credit risk from a single counterparty is limited.
Significant events after the reporting period
There have been no significant events after the reporting period. Guidance for 2026
Management estimates a full year reported recurring revenue between EUR 50.OM and EUR
53.OM excluding acquisitions (2025 actual: EUR 45.6M). (No change since Annual Report 2025's, Full Year 2026 Guidance).
Management estimates full year Adjusted EBITDA - CAPEX, between -€4M and -€1M excluding acquisitions (2025 actual: EUR -3.3M). (No change since Annual Report2o25's, Full Year 2026 Guidance).
Charles MacBain Janne Huttunen
Didier Breton Philippe Vimard
Condensed Consolidated Interim Financial Statements
Consolidated Income Statement
EUR in thousands | Note | H12026 (Unaudited) | H12025 (Unaudited) | 2025 (Audited) |
Recurring revenue | 25 239 | 22 338 | 45 647 | |
Other revenue | 2406 | 3 004 | 5194 | |
Total revenue | 1 | 27 645 | 25 342 | 50 841 |
Other operating income | 23 | 53 | 244 | |
Total operating income | 27 668 | 25 396 | 51 O84 | |
Material and services | (6 251) | (4 284) | (9 545) | |
Personnel expenses | 2 | (15 331) | (13 980) | (26 425) |
PSOP | (969) | (1330) | ||
Other operating charges | 3 | (7 544) | (7 366) | (14 971) |
Total operating expenses | (30 094) | (25 63o) | (52 271) | |
Operating profit (loss) (EBITDA) | (2 426) | (235) | (1186) | |
Depreciation and amortization | 4 | (2 707) | (2 380) | (4 993) |
Amortization of goodwill | 4 | (3 288) | (3 159) | (6 290) |
Total depreciation and amortization | (s 995) | (5 539) | (11 283) | |
Operating profit (EBIT) | (8 421) | (5774) | (12 469) | |
Other interest and financial income | 339 | 476 | 961 | |
Interest expenses | (6) | (6) | (44) | |
Other financial expenses | (638) | (373) | (741) | |
Total financial income and expenses | (305) | 97 | 176 | |
Profit (loss) before tax | (8727) | (5 677) | (12 292) | |
Taxes | (252) | (75) | (389) | |
Net profit (loss) | (8 979) | (5752) | (12 681) |
Consolidated Balance Sheet | |||
ASSETS | |||
EUR in thousands | Note | H12026 (Unaudited) | 2025 (Audited) |
Intangible assets | |||
Intangible assets | 4 | 13 039 | 13 226 |
Deferred tax assets | 94 | 90 | |
Other capitalized long-term expenses | 4 | 175 | 198 |
Goodwill | 4 | 32 683 | 35 004 |
Total intangible assets | 45 991 | 48 517 | |
Tangible assets | |||
Machinery and Equipment | 220 | 272 | |
Total tangible assets | 220 | 272 | |
Financial assets | |||
Other shares and similar rights of ownership | 643 | 643 | |
Other long-term receivables | 181 | 59 | |
Total financial assets | 824 | 7O2 | |
Total non-current assets | 47 035 | 49 490 | |
Accounts receivable | 7080 | 5 029 | |
Other receivables | 775 | 1 000 | |
Prepayments and accrued income | 1419 | 1306 | |
Total receivables | 9 274 | 7 335 | |
Money market funds | 6 729 | 10 343 | |
Total investments | 6 729 | 1O 343 | |
Cash and cash equivalents | 5 772 | 4 360 | |
Total cash and cash equivalents | 5772 | 4 360 | |
Total current assets | 21774 | 22 O38 | |
Total assets | 68 8O9 | 71528 | |
EQUITY AND LIABILITIES | |||
EUR in thousands | Note | H12026 (Unaudited) | 2025 (Audited) |
Paid-in equity | |||
Share Capital | 6 | 7 848 | 7 848 |
Treasury shares | 6 | (114) | (122) |
Share premium reserve | 6 | 109 400 | 109 400 |
Total paid-in equity | 117133 | 117126 | |
Retained earnings | |||
Other equity | 6 | (62 097) | (55 568) |
Total retained earnings | (62 O97) | (55 568) | |
Total equity | 55 036 | 61558 | |
Other non-current liabilities | 157 | 8 | |
Total non-current liabilities | 157 | 8 | |
Deferred revenue | 5 154 | 1273 | |
Accounts payable | 980 | 1518 | |
Other current liabilities | 1701 | 1753 | |
Accrued expenses | 7 | 5 781 | 5 419 |
Total current £iabi£ities | 13 616 | 9 963 | |
Totat equity and tiabitities | 68 809 | 71528 | |
12
Consolidated Cash Flow Statement | |||
EUR in thousands | H12026 (Unaudited) | H12025 (Unaudited) | 31 Dec 2025 (Audited) |
Cash ftow from operations | |||
Profit (loss) before income taxes | (8727) | (5 677) | (12 292) |
Taxes paid in the period | (33) | 61 | 40 |
Other non-cash items | 2 665 | 705 | 2 080 |
Depreciation and amortization | 5995 | 5 539 | 11283 |
Change in trade debtors | (2 051) | 691 | 713 |
Change in trade creditors | (538) | (603) | (16) |
Change in deferred revenue | 3 880 | 2 451 | (21) |
Change in other accruals | (953) | 189 | (1 068) |
Net cash flow from operations | 238 | 3356 | 719 |
Cash flow from investments | |||
Investments in tangible and intangible assets | (2 439) | (2 629) | (5 093) |
Proceeds from /(Investments in) money market funds | 3 700 | 2195 | 5 495 |
Net cash flow from investments | 1261 | (433) | 402 |
Cash flow from financing | |||
Change in debt | |||
Purchase of treasury shares | (885) | ||
Net cash flow from financing | (885) | ||
Net change in cash and cash equivalents | 1499 | 2 923 | 236 |
Cash and cash equivalents at the beginning of the period | 4 360 | 4 095 | 4 095 |
Effect of exchange rate fluctuations | (87) | 26 | 29 |
Cash and cash equivalents at the end of the period | 5772 | 7 044 | 4 360 |
Notes to the Interim Financial Statements
Basis of presentation
Nordhealth AS (the "Company" and, together with its consolidated subsidiaries, the "Group" or "Nordhealth") is a Company registered in Norway and traded on the Euronext Growth Oslo. The Company's registered business address is Hasleveien 28A 0571 Oslo, Norway.
Except for the Group equity schemes that are prepared under IFRS, these condensed interim financial statements have been prepared in accordance with Norwegian GAAP (NRS 11) and in accordance with the accounting principles published in the 2025 financial statements, which can be found from Nordhealth website www.nordhealth.com.The Reporting currency is EUR. All numbers are presented in EUR thousands, unless otherwise stated. The figures in the tables have been rounded to the nearest thousands of euros, so they may not add up to precise totals. The numbers in brackets refer to the value in the corresponding period a year earlier, unless otherwise stated. The interim financial information is unaudited.
Revenue
Revenue by operating segment
H12026
H12025
Veterinary
18 095
65%
16 591
65%
Therapy
9 031
33%
8 050
32%
Other businesses
519
2%
702
3%
Totat
27 645
100%
25 342
100%
Revenue by geographical areas
H12026
H12025
Norway
6 979
25%
6767
27%
Finland
4 664
17%
4 683
18%
United Kingdom
4160
15%
4 033
16%
Sweden
3 207
12%
2 950
12%
Denmark
2 434
9%
2 199
9%
DACH
2 022
7%
1838
7%
Other Countries
4180
15%
2 872
11%
Totat
27 645
100%
25 342
100%
Personnel and remuneration
Personnetexpenses | ||
H12026 | H1 2025 | |
Salaries | 12 558 | 11419 |
Pensions | 1295 | 1290 |
Other social security expenses | 1478 | 1272 |
Total | 15 331 | 13 980 |
Average numbers of employees in H1 2026 was 372 (364). | ||
In H12026, personnel expenses totalling EUR 1,509 (1,322) thousand have been capitalized as development cost.
Performance Share Plan
The Company introduced a Performance Share Plan ("Plan") for key personnel in April 2023. There are four Performance periods under the Plan, 2023, 2024, 2025 and 2026. There are currently 4 key persons participating in the 2023 Plan, 10 in the 2024 Plan, 46 in the 2025 plan and 78 in the 2026 plan on 30 June 2026. If the performance criterion is met during the earning period, the reward will be paid to the participants in the company's shares.
Performance criterion means a financial, strategic or any other criterion set by the Board as a basis for measuring any Group Company's and/or Participant's performance. The Plan consists of one Performance Period and three Commitment Periods.
Plan | Performance Period | Commitment Periods |
2023 | Calendar year 2023 | Calendar years 2024, 2O25 and 2O26 |
2024 | Calendar year 2024 | Calendar years 2025, 2026 and 2027 |
2025 | Calendar year 2025 | Calendar years 2026, 2027 and 2028 |
2026 | Calendar year 2026 | Calendar years 2027, 2028 and 2029 |
Participants will be allocated a Maximum Reward in cash converted to Shares that can be earned from the Performance Period. The amount of the Reward is determined by the achievement of performance targets during the Performance Period. The Reward will be paid in Shares after the Performance Period and each Commitment Period. The Rewards to be paid based on the performance periods 2023-2026 approximate maximum total of 730,050
shares. During the Performance Period, the Board may decide on including a new Participant in the Plan.
The Reward will be paid in four (4) equal installments. The value of each Reward installment will correspond to 25% of the confirmed Reward. The first Reward installment will be paid after the end of the Performance Period and the following three installments will be paid after each Commitment Period. If the employment of the Participant ends before the Performance Period has ended, they will lose the right to the Reward. If the employment of the key person terminates after the Performance Period, but before all Commitment Periods have ended, the participant will lose their right to future rewards. Participants are entitled to keep Rewards already received before the termination of the employment.
Share-based expense for the awards is based on the fair value of the shares on the grant date and reflects the estimated probability that the performance and service conditions will be met during the vesting period. The share-based expense is adjusted in future periods for changes in the expected outcome of the performance related conditions until the vesting date. A total expense of EUR 272 thousand was recognized for the first half of 2025. The amount recognized within equity was EUR 468 thousand on 30 June 2026.
Performance Share Option Plan (PSOP)
The company announced a second shared based incentive in September 2025. The option scheme (PSOP) is exclusively for top management personnel to align their interests with the Company's long-term success and encourage contribution to value creation. As of the current report date, the Option Plan covers four (4) individuals from the top management team.
The Option Plan grants participants the right to acquire A-shares at apre-determined price, known as the Strike Price, once vesting conditions are met. The Strike Price is generally intended to represent the fair market value of the shares at the effective date, but the Board retains discretion to set an appropriate alternative price.
Options vest according to a predefined schedule detailed in an Option Vesting Table. Vesting is triggered only when the Company's share price reaches certain thresholds set out in the Option Vesting Table for the relevant Vesting Period. The number of options that vest is determined by the Company's Share Vesting Price (based on a 20-day Volume Weighted Average Price before each Exercise Period) against the pre-defined thresholds.
Vested Options can only be exercised during specified regular Exercise Periods, typically the last five Norwegian business days before the end of each financial quarter, or during any additional ad hoc periods determined by the Board. The total number of options granted under the plan is 7,217,260.Vested Options not exercised during one Exercise Period are not automatically carried over to the next Exercise Period, as the vested number of Options is always determined by the cumulative share price performance at the time of the Exercise Period. All options have an Expiry Date and may not be exercised later than five years after
the Effective Date, unless formally extended by mutual agreement between the Company and the Participant.
The Company has discretion regarding settlement, which can involve the issuance of new shares, transfer of treasury shares, or a cash settlement based on the difference between the Share Vesting Price and the Strike Price. The company's intention is to settle the difference in equity. H1 expenses in 2026 amounted to EUR 969 thousands.
3. Other operating charges | ||
H1 2026 | H1 2025 | |
Employee engagement and recruiting | 325 | 538 |
Premise expenses | 187 | 203 |
IT expenses | 1907 | 1539 |
Travel expenses | 505 | 599 |
Marketing expenses | 632 | 782 |
Outsourced services | 3 059 | 2 445 |
Administrative expenses | 710 | 802 |
Other operative costs | 218 | 458 |
Total | 7544 | 7 366 |
Intangible and tangible assets
Intangibe Assets
Deveopment
expenses
Intangibe
rights
Other capitaized long-term expenses
Goodwil
Total
Acquisition value 1.1.
30 477
1394
364
63 072
95 307
FX Rate movements
160
1813
1973
Increases
2 278
2 278
Acquisition value 30.6.
32 915
1394
364
64 885
99 558
Amortization 1.1.
(17 616)
(1 029)
(166)
(28 069)
(46 88O)
FX Rate movements
(18)
(845)
(863)
Amortization
(2 524)
(82)
(23)
(3 288)
(5 918)
Amortization 30.6.
(20 158)
(1111)
(189)
(32 202)
(s3 66o)
Net book value
12 757
283
175
32 683
45898
J8
Management exercises judgment in determining whether the incurred development expenses meet capitalization criteria and whether the carrying amount of capitalized development exceeds the expected future cash flows of the software they relate to.
In H12026, development expenses totalling EUR 2,416 (2,308) thousand have been capitalized. Personnel expenses totalling EUR 1,509 (1,322) thousand have been capitalized as development cost. 62 (57) % of the capitalized development costs in total have been internally developed during H12026.
Development costs totalling EUR 7,023 (6,267) thousand have been expensed through profit and loss in H12026.
Investments in group companies
Companies included in Nordhealth Group
Company | Parent Company | Business Office | Ownership % | Functional currency |
Nordhealth AS | Oslo, Norway | NOK | ||
Nordhealth Oy | Nordhealth AS | Helsinki, Finland | 100% | EUR |
Nordhealth Norway AS | Nordhealth Finland Oy | Molde, Norway | 100% | NOK |
Nordhealth AB | Nordhealth Oy | Vasteras, Sweden | 100% | SEK |
Nordhealth Denmark AS | Nordhealth Finland Oy | Hinnerup, Denmark | 100% | DKK |
Nordhealth Finland Oy | Nordhealth Oy | Helsinki, Finland | 100% | EUR |
Nordhealth Therapy Oy | Nordhealth Oy | Helsinki, Finland | 100% | EUR |
Navicre Oy | Nordhealth Oy | Helsinki, Finland | 100% | EUR |
Nordhealth International Oy | Nordhealth Oy | Helsinki, Finland | 100% | EUR |
Nordhealth USA Inc. | Nordhealth Oy | Denver, USA | 100% | USD |
Provet Cloud (UK) | Nordhealth Oy | London, United Kingdom | 1OO% | GBP |
Aspit AS | Nordhealth Therapy Oy | Seljord, Norway | 100% | NOK |
EasyPractice ApS | Nordhealth Therapy Oy | Copenhagen, Denmark | 100% | DKK |
Nordhealth Spain SL | Nordhealth Oy | Barcelona, Spain | 100% | EUR |
Nordhealth Italy S.R.L | Nordhealth Oy | Milan, Italy | 100% | EUR |
Vetera GmbH | Nordhealth Germany GmbH | Eltville, Germany | 100% | EUR |
Nordhealth Germany GmbH | Nordhealth Oy | Eltville, Germany | 100% | EUR |
19
6. Equity and shares | ||||||
Statement of changes in equity | ||||||
Share | Treasury | Share | Translation | Retained | Total | |
capital | shares | premium | reserve | earnings | Equity | |
Equity1.1.2025 | 7 848 | (97) | 109400 | (4728) | (38790) | 73 632 |
Treasury shares | (24) | (906) | (930) | |||
Profit (loss) for the period | (12 681) | (12 681) | ||||
Share based payment programs | 1539 | 1539 | ||||
Translation reserve | (2) | (2) | ||||
Total Equity 31.12.2025 | 7 848 | (122) | 1O9 400 | (473o) | (50838) | 61558 |
Share capital | Treasury shares | Share premium | Translation reserve | Retaned earnings | Total Equity | |
Equity 1.1.2026 | 7 848 | (122) | 109 400 | (4730) | (50838) | 61558 |
Treasury shares | 7 | 191 | 198 | |||
Profit (loss) for the period | (8 979) | (8 979) | ||||
Premium on treasury shares | 45 | 45 | ||||
Share payment programs | 951 | 951 | ||||
Translation reserve | 1263 | 1263 | ||||
Total Equity 30.06.2026 | 7 848 | (114) | 109 400 | (3 467) | (58 630) | 55 036 |
On 26 May 2026, Annual General Meeting of Nordhealth AS was held. In this meeting, Board of Directors was granted an authorisation to increase the Company's share capital, in one or more rounds, by up to NOK 12,028,761.90 which is equivalent to approximately 15% of the current share capital, by issuance of A-shares. The shareholders' preferential right to subscribe for the new shares pursuant to Section 10-4 of the Norwegian Private Limited Liability Companies Act may be deviated from. The authorization comprises share capital increases against contribution in kind and the right to incur specific obligations on behalf of the Company, cf. Section 10-2 of the Norwegian Private Limited Liability Companies Act. The authorization covers share capital increases in connection with mergers pursuant to Section 13-5 of the Norwegian Private Limited Liability Companies Act. Board of Directors was also granted an authorisation to acquire own shares with a total nominal value of up to NOK 12,028,761.90, which is equivalent to approximately 15% of the current share capital. The maximum amount which can be paid for each share is NOK 50 and the minimum is NOK 1.
These authorization are valid until the Company's annual general meeting in 2027, but no longer than 30 June 2027.
20
Investors | ||||||
Investor | A-shares | B-shares | Number of total shares | % of total | Type | Country |
J.P. Morgan SE | 14 256 369 | 29 987 429 | 44 243 798 | 55% | Nominee | Luxembourg |
Goldman Sachs International | 9 267 237 | 0 | 9267237 | 12% | Nominee | UK |
Citibank, N.A. | 579 476 | 3 446142 | 4025 618 | 5% | Nominee | Ireland |
Morgan Stanley & Co. Int. Plc. | 3 323 640 | 0 | 3323640 | 4% | Nominee | UK |
FJARDE AP-FONDEN | 3 111544 | 0 | 3111544 | 4% | Ordinary | Luxembourg |
Nordnet Bank AB | 1327 320 | 991497 | 2318817 | 3% | Nominee | Sweden |
The Bank of New York Mellon | 1800 OOO | 0 | 18OOOOO | 2% | Nominee | Belgium |
SA/NV | ||||||
RBC INVESTOR SERVICES | 1734 951 | 0 | 1734 951 | 2% | Nominee | Ireland |
TRUST | ||||||
Avanza Bank AB | 1501232 | 0 | 1501232 | 2% | Broker | Sweden |
Nordhealth AS | 1294 430 | 0 | 1294 430 | 2% | Ordinary | Norway |
Total number owned by top 1O | 38 196199 | 34 425 068 | 72 621 267 | 91% | ||
Total number of shares | 45 766 678 | 34 425 068 | 80 191746 | 100% | ||
7. Accrued expenses | ||
H1 2026 | 2025 | |
Payroll related accruals | 4 019 | 3 093 |
Tax accruals | 521 | 849 |
Other accruals | 1241 | 1477 |
Total | 5781 | 5 419 |
21
Key definitions
Alternative performance measuresTo enhance the understanding of Nordhealth's performance, Nordhealth presents certain measures and ratios considered as Alternative Performance Measures (APMs) as defined by the European Securities and Markets Authority and should not be viewed as a substitute for any financial measures (IFRS or other legislation). The APMs include, but not limited to, Implemented Annual Recurring Revenue (Implemented ARR), organic revenue, recurring revenue, EBITDA, EBITDA-CAPEX, adjusted EBITDA and adjusted EBITDA-CAPEX. These
APMs are presented as Nordhealth considers them to be important supplemental measures to understand the overall picture of revenue and profit generation in Nordhealth's operating activities.
ARR is recurring revenue of software subscriptions annualised by multiplying the quarter's recurring revenue by four. This includes also value of volume-based transactions (e.g., SMS messages) as well as rebates from third parties (e.g. payment solution providers). Exchange rates used to calculate ARR are adjusted on an annual basis at the end of the 1st quarter.
Constant currency ARR growth rates are calculated by applying the end of the previous financial year-end exchange rates to all the presented periods' ARR.
Adjusted EBITDA is revenue less all operating expenses excluding depreciation and amortization, M&A and equity funding transactions, other similar non-recurring items, and changes in contingent consideration adjusted for one-time expenses not likely to incur in the near future.
In adjusted EBITDA - CAPEX capitalised product development expenses have been added back and is adjusted for one-time expenses not likely to incur in the near future.
Free cash flow(adjusted) is the sum of cash flow from operations and cash paid for capitalised expenses, adjusted for one-time expenses not likely to incur in the near future.
Further information:Charles MacBain, CEO charles.macbain@nordhealth.com
Alexander Cram, CFO
alexander.cram@nordhealth.com
Nordhealth AS, Hasleveien 28A, 0571 Oslo, Norway
info@nordhealth.com | nordhealth.com 22
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