Annual Report 2023
March 19th 2024
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Update from the CEO
This is Zaptec
Financial Summary
2023 milestones
Market development
Board of Directors report
Consolidated Financial statements
Financial statements – Zaptec ASA
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05
09
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Update from the CEO
Dear shareholders,
In 2023, Zaptec achieved remarkable
milestones that underscored our
commitment to be on the forefront of electric
vehicle charging technology.
Throughout the year we gained significant
market shares in our core markets, in the
Nordics. In addition, we continued expanding
our presence into new key markets, which
together with our partner-centric sales
commercial model and affordable quality
product offerings led to almost doubling our
revenue compared to 2022.
Further, our pan-European patent for phase
balancing technology and the launch of
Zaptec Academy highlighted our dedication
to innovation and industry standards. We
also demonstrated our commitment to
sustainability by joining the Responsible
Business Alliance, a testament to our ethical
business practices and are proud to release
Zaptec’s first Sustainability Report for 2023.
Throughout the year, we experienced
unprecedented growth, necessitating the
expansion of production facilities with our
partners Westcontrol in Norway and
Sanmina Germany.
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The divestment of non-core assets like
Charge365 allowed us to focus on our core
business while fostering strategic partnerships
for future growth opportunities.
Our relocation to a new headquarters in the
heart of Norway's technology hub signifies
our readiness to embrace future challenges
and opportunities. With the production of our
500,000th charging station, we celebrate
not just a numerical milestone, but
a significant impact on the energy
landscape, reaffirming our commitment
to sustainability and innovation.
Looking ahead, we are excited to soon release
several new product releases targeting the
European mass-market. The strong growth
in addressable market due to improved product
market fit and forecasted EV sales acceleration
combined with Zaptec’s relentless focus on
delivering safe, high-quality EV charging
solutions makes me optimistic for the future.
Thank you for your support.
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Update from the CEO
Kurt Østrem
CEO
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This is Zaptec
Zaptec began its journey in 2012 and had a breakthrough in
2017 when the first electric vehicle charger was produced for
a market in a country with mature electric vehicle development.
Since then, there have been years of milestones for the
company, most recently in 2023, with half a million chargers
produced and charging technology patented.
Provider of safe, high-quality
EV charging solutions.
Sold over
200 000 charging
stations during 2023.
Surpassed
1.4 billion NOK
revenue in 2023, up 94%
since 2022.
191 employees at the end of
2023, of which 96% said that
taking everything into account,
Zaptec is a
Great Place
to Work.
Focus on contribute to a
sustainable future with
charging technology leading
to electrification of the
transportation sector.
Main products include Zaptec Pro
for multi-user installations and Zaptec
Go for detached homes.
Between 2020 and 2023, we've successfully
refurbished 2466 charging
stations
and responsibly recycled 1586 units.
Reducing the need for grid expansion:
electric energy in a building is a lacking
resource. When using Zaptec load balancing
algorithms, this energy can be shared by
many EVs simultaneously, unlike charging
one EV at a time. When many EVs can
charge simultaneously, more EVs can “hit
the road” at the same time – less need for
other non-EV transportation. In addition,
housing associations can expect lower
installation- and maintenance costs
compared to non-load balancing charging
systems. The main reason is that an
intelligent load-balancing charging solution
is designed to share a large part of the
electrical infrastructure.
International Energy Agency (IEA) predicted
in 2023 that to reach national emission
reduction goals worldwide, a total of over
80 million kilometres of grid would need to
be added by 2040. By facilitating the better
use of the available energy, Zaptec wants
to contribute to reducing the need for such
expansion, thus reducing natural impact
and resource use.
Optimized energy distribution preventing
grid peaks: the world depends on using
electric energy. But at the same time, the
infrastructure to distribute this energy must
support this increased utilisation. By using
smart scheduled charging, the charging
station can automatically charge the EVs
in green hours (e.g. when there is surplus
capacity in the electric distribution grid).
In addition, by using randomised starts to
prevent massive energy peaks at fixed times,
the grid can be utilised even more efficiently.
The electric vehicle fleet’s battery bank
provides society with power: with
increased battery capacity in EVs, the
world is turning into a gigantic battery bank.
Millions of cars are basically carrying electric
energy worldwide. The new Vehicle 2 Grid
(V2G) will enable both the start of new
technology to bring the energy back to the
electrical grid and new business models
to allow for charging when there is surplus
green energy production capacity and
bringing the energy back to the grid when
the green energy production is low. This is
an area we will continue to explore into 2024.
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This is Zaptec
Our role as a tech company, and
how the Zaptec EV charger does
more than charging your EV
Our vision
We change our world with
cutting-edge charging solutions.
Curious
Passionate
Responsible
Our values
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8
500 000
charging stations produced in total
8
countries with Zaptec offices
191
employees
94%
revenue growth in 2023
>200 000
charging stations sold 2023
Financial summary
Revenue
Revenue increased 94% in 2023 from
737 MNOK in 2022 to 1 427 MNOK in 2023.
The increase in revenue is largely driven
by higher activity and market shares in
Switzerland and Sweden, in addition to
increased export to other markets. The
export share increased from 69% in 2022
to 72% in 2023.
Total registered purchase orders during 2023
of 1.7 BNOK, where the backlog of orders
of 451 MNOK by end of December has
scheduled deliveries throughout 2024.
Gross margin
Achieved gross margin in 2023 of 38%
compared to 39% in 2022, explained by a
change in product mix as sales of Zaptec Go
versus Zaptec Pro increased, increased price
pressure on transport in addition to price
adjustments in some markets.
Opex
Total operating expenses in 2023 of 492
MNOK compared to 311 MNOK in 2022.
Total employee benefit expenses of 248
MNOK versus 157 MNOK in 2022, an
increase directly related to increase in
personnel. At the end of December 2023
Zaptec had 190 employees, compared to
150 employees at end of December 2022.
Other operating expenses in 2023 of 244
MNOK compared to 154 MNOK in 2022.
The increase is largely related to strategic
use of marketing expenses in a difficult
market and increased provision for potential
credit loss.
EBITDA
EBITDA in 2023 of 43 MNOK compared
to -25 MNOK in 2022.
Available Liquidity
The cash balance with total cash, available
overdraft facility, deposits and other funds
per end of December 2023 was 441 MNOK
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2023 milestones
January
Opening of Benelux office
We started the year by opening the Benelux office in Amsterdam, as the
market was more than ready for significant growth with the need for Zaptec
solutions. Since then, delivery and installation of charging points have
gained traction, as our efforts in the market contributed to our overall
growth in 2023.
January
Launch of Zaptec Go to the UK
In January, Zaptec unveiled a new product tailored to the UK market. We
launched Zaptec Go 7kW, as the UK has its regulations and standards for
developing electric car chargers. By January 2023, the Zaptec Go 7Kw was
completed and made available for purchase, meeting the specific
requirements mandated.
January
Car partnership with Renault
We experienced a joint collaboration with a car manufacturer for the first
time ever. The company became an official supplier of Zaptec, which meant
that all Renault dealers recommended Zaptec as the first choice for
charging from home.
January
Zaptec Switzerland
Switzerland has been a subsidiary since 2021, but in 2023, the name
alignment followed as NovaVolt was rebranded to Zaptec.
The path to ground-breaking charging technology for
electric cars does not happen overnight. Here we present
some of the developments in Zaptec in 2023.
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January
One of the biggest installs in Norway is being built
Oslo Gardermoen Airport chose Zaptec when preparing for 750 EV
chargers. 244 Zaptec units were installed by the end of 2023, and the fleet
continues to expand, aligned with the demand for EV chargers.
March
New product launch: Zaptec Pro with MID energy meter
We were informed in late March that the Zaptec Pro MID-type approval was
completed. Consequently, the certificate and volume production were
prepared for a new, updated Zaptec Pro product. Measuring Instruments
Directive (MID) and compliance with this are governed by European notified
bodies.
The approval was solid evidence that Zaptec Pro complies with the energy
measurement accuracy and documentation requirements in major
European markets and became a significant milestone in opening new
markets in Europe.
April
Production starts in Germany for adding deliveries
The order intake in the first two quarters of 2023 was record-breaking for
Zaptec. To meet the increased demand, the production of Zaptec Go was
accelerated as much as possible at the Norwegian factory Westcontrol. The
Zaptec Go production levels were set to increase considerably in the
second half of 2023. In addition, preparations for the start of Zaptec Go
production at Sanmina in Germany continued. In sum, the ramp-up at
Westcontrol and initiation of production at Sanmina boosted the Zaptec Go
deliveries throughout the year.
May
Volume production of Zaptec Pro with MID-type approval
Following MID-type approval of Zaptec Pro in the first quarter of 2023, the
volume production of Zaptec Pro with MID-type approval commenced at
Westcontrol in the second quarter. The MID-version of Zaptec Pro is
equipped with a built-in measuring instrument following the EU Measuring
Instruments Directive (MID). With the certification, tax authorities in the
Benelux countries, France, and Germany will also accept tax deductions for
electricity used for company cars. Company cars account for 70 per cent of
all new car sales in Germany, and within electric car sales, company cars
represent an even larger share. Therefore, the certification opened up great
potential for Zaptec in Europe.
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2023 milestones
May
Unique patent granted for EV charging technology
Zaptec was granted its patent application for phase balancing and has protected
its charging technology by this. The patent makes the Norwegian technology for
smart power utilization unique and impossible to copy.
The technology, now under patent protection, enables more cost-effective
infrastructure installation at large facilities that charge multiple electric vehicles
simultaneously, with better use of power and faster charging speeds. The
European Patent Office issued the patent, which is active in all European
countries. The patent is also approved in China and Japan.
June
Great Place To Work Certified
Zaptec became a company certified by Great Place To Work in June. The
certification Indicates that the company meets specific criteria for creating a
positive and inclusive workplace culture. It is based on employee feedback and
company policies and practices assessment.
August
First distributor in Spain
In August, Zaptec had the first Spanish distributor of products to the Spanish
market. With promising goals, such as having 5.5 million electric cars by 2030,
the Spanish EV market needs charging solutions.
September
Distributor agreement in Hungary
Hungary is one of the newest countries on Bloomberg Green's report of
countries to reach the critical turning point of 5% EV share in new car sales.
During September, we landed our first distributor in the country.
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2023 milestones
October
Proud member of the Responsible Business Alliance (RBA)
In October, Zaptec became a member of the world's largest industry coalition
dedicated to responsible business conduct in global supply chains. The
Responsible Business Alliance (RBA) is the electronics industry's collective
effort towards sustainable supply chains, where members, stakeholders, and
suppliers collaborate to improve the environment, working conditions, and
corporate governance. Membership in the RBA is highly regarded in the
electronics industry.
November
Increased credit facility provides financial flexibility
Zaptec signed a new agreement with the Norwegian bank DNB, which
increased the liquidity reserve with MNOK 230 by expanding the overdraft
facility from 70 MNOK to 300 MNOK. The facility is backed by Export Finance
Norway, which guarantees 50% of the credit limit.
November
Divestment of non-core asset Charge365
As part of Zaptec's strategy to focus on core business, Charge365 AS was
divested to Wattif EV in November. Considered a non-core asset, Charge365
represented less than 1% of Zaptec's total revenues. The transaction was
based on a cash consideration of approximately NOK 21,2 million. As part of
the transaction, Wattif and Zaptec have entered into a comprehensive frame
agreement to deploy Zaptec charging stations to housing cooperatives and
multi-family homes across all of Wattif's markets.
November
Launching Zaptec Pro for the French market
In November, Zaptec launched a new product tailored to the French market.
France has distinct regulations and standards governing the development of
electric car chargers. In 2023, the product was finalized and made ready for
sale, adhering to the specific requirements set by the French authorities.
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2023 milestones
December
Relocation of Zaptec's headquarters
Zaptec moved its head office in December. The new office is located where
oil and gas technology thrives in the Stavanger area in Norway and where
other EV charging manufacturers are situated. Locating in this epi-centre of
technology and engineering sets the company's standard when we have
sufficient space for Zaptec to grow in a pulsing area of competition and new
technology.
December
The launch of a new learning platform sets new industry standards
In December, Zaptec launched Zaptec Academy, the industry's first
dedicated digital learning platform for training electricians in safely and
efficiently installing electric vehicle chargers. In just 17 days, the number
of certified Zaptec electricians in our test market in Norway surpassed
the total for the last six months.
December
Production of 500,000 Zaptec charging stations
This monumental milestone signifies not just a number but a substantial
impact on the energy landscape. These charging stations have collectively
delivered a staggering total energy of 600 million kWh. To grasp the scale of
this accomplishment, it is equivalent to circumnavigating the Earth
approximately 74,798 times, or roughly 20 orbits around the Sun.
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2023 milestones
The transition to more sustainable vehicles continued in 2023
As more drives rely on battery electric vehicles, the need for charging infrastructure
increases, which translates into a larger addressable market for Zaptec’s award-winning
electric vehicle charging systems. Overall, electric vehicles are becoming more popular
due to a range of factors:
Market development
Sources: World Resources Institute (WRI), International Energy Agency (IEA), European Automobile Manufacturers’ Association (ACEA)
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Environmental Concerns:
The urgent need to combat climate change
has boosted interest in cleaner transportation
like EVs, which emit fewer greenhouse
gases. This attracts eco-conscious
consumers.
Battery Advancements:
Improvements in battery tech have boosted
EV performance and range, making them
more practical for everyday use as costs
decline and energy density rises.
Government Support:
Many countries offer incentives like tax
credits and rebates to encourage EV
adoption, with Norway and China leading
the way in policy support.
Infrastructure Growth:
Investments in charging stations by
governments and private firms facilitate
convenient charging for EV owners, crucial
for wider adoption.
Cost Efficiency:
EVs become more cost-effective over time
due to lower operating and maintenance
costs compared to traditional vehicles.
Consumer Awareness:
Educational campaigns help dispel myths
and boost interest in EVs as consumers
learn about their benefits.
Corporate Shift:
Companies transitioning fleets to EVs
contribute to market growth and
sustainability goals.
Technological Progress:
Innovations in EV design and charging
solutions continue to drive adoption,
offering features like regenerative braking
and smart grid integration.
Urban Air Quality:
In densely populated cities, EVs help
improve air quality by reducing local
emissions, aligning with the growing
demand for cleaner transportation.
Positive Experiences:
Word-of-mouth recommendations from
satisfied EV owners contribute to increased
adoption as more people enjoy the benefits.
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2022 2023
154.375
114.757
-26%
Plug in Hybrid Electric Vehicles (PHEV)
Battery Electric Vehicles (BEV)
2022 2023
1.998.221
2.352.101
+18%
Plug in Hybrid Electric Vehicles (PHEV)
Battery Electric Vehicles (BEV)
Market development
Mixed electric vehicle sales development in 2023
Norway
In 2023, the sale of plug-in vehicles in Norway
declined 26% compared to 2022. The decline
can be explained by a combination of high
inflation and increased interest rates leading
to more cautious consumer spending. It is
worth noting that the number of plug-in vehicles
was higher than normal in 2022, as certain
incentives were phased out at year-end 2022,
leading to many new registrations before
January 2023.
Norway continued to be a leading nation in
terms of EV adoption. The plug-in share of total
vehicles sold increased from 88,6% in 2022 to
90,4% in 2023. Most plug-in vehicles sold were
Battery Electric Vehicles. Looking ahead, plug-
in vehicles are expected to continue to
dominate Norwegian sales statistics.
Europe
In 2023, the sale of plug-in vehicles in the
European Union increased 18% compared
to 2022 and surpassed 2.3 million. The
increase in Battery Electric Vehicles increased
37% during the year, while Plug-In Hybrid
Vehicles declined 7%.
The plug-in share of total vehicles sold
increased from 21,6% in 2022 to 22,3% in
2023. Going forward, many major countries
in Europe are expected to increase EV
adoption substantially.
Sources: World Resources Institute (WRI), International Energy Agency (IEA), European Automobile Manufacturers’ Association (ACEA)
Zaptec expects the trend of increased plug-in
vehicle sales in general to continue.
European plug-in vehicle sales forecasted
to grow 20% in 2024 and 45% in 2025,
according to Bloomberg.
The uptick in EV sales following a somewhat
slow 2023 is expected on the back of several
cheaper models expected to be introduced in
large European markets in 2024-2025 and
as CO2 regulations tighten from 2025.
We have strategically positioned ourselves
to tap into international markets, leveraging
our products’ strengths and competitive
advantages. As we expand our reach
beyond domestic borders, we anticipate
substantial growth in revenue from exports.
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Market development
2017A
2018A
2019A
2020A
2021A
2022A
2023E
2024E
2025E
2.6
60.6
16.9
26.7
2026E
2.9
4.8
7.0
10.2
16.7
27.0
41.0
58.4
80.6
106.7
Passenger EV fleet size, million
1
RoW
Asia
North America
Europe
CAGR
’23E-’26E
+38%
+44%
+32%
CAGR
’17A-’23E
+63%
+39%
+55%
+38%+56%
EV fleet growing exponentially
Source: European Automobile Manufacturers’ Association (ACEA), BloombergNEF Long-Term Electric Vehicle Outlook 2023 (8 June 2023)
1) North America includes U.S. and Canda. Asia includes China, Japan, India, South Korea, and Southeast Asia
Mass-market adoption of electric vehicles expected in the
coming years
Board of Directors Report
Operation and locations
Zaptec develops and sells charging systems for electric cars. The Group's business idea and
strategy is to be Europe’s leading company within development and sale of chargers, charging
systems and services for electric vehicle charging.
The Group includes, in addition to Zaptec ASA, the following subsidiaries:
Zaptec Charger AS
Charge365 AS (Sold to Wattif EV in Q4 2023)
Zaptec IP AS
Zaptec Power AS
Zaptec Sverige AB
Zaptec Danmark ApS
Zaptec U.K. Ltd
Zaptec Deutschland GmBH
Zaptec Schweiz AG (formerly Novavolt A)
Zaptec Netherlands B.V.
Zaptec France SAS
Zaptec Italia S.r.l
Zaptec Charger, INC.
Zaptec Austria, GmbH
Production of charging units and equipment is outsourced to Westcontrol, and takes place in Tau,
Norway and to Sanmina Corporation with production facilities in Gunzenhausen, Germany.
The main office is in Sandnes, Norway, however the Group also have sales organizations in Oslo,
Sweden, Denmark, UK, France, Germany, Switzerland and the Netherlands. There are no
employees in the following legal entities; Zaptec IP AS, Zaptec Power AS, Zaptec Italia S.r.l.,
Zaptec Charger, INC. and Zaptec Austria, GmbH
Business model
The Group develops electronic vehicle charging systems, which are sold via multiple sales channels
in both the business-to-business (“B2B”) and business-to-consumer (“B2C”) segments. The Group’s
hardware products are manufactured at third party factories owned by the Group’s production
partners Westcontrol and Sanmina.
Management of the Group and Share Capital
The name of the Group is Zaptec ASA. The Group’s parent company is a public limited liability
company.
The annual General Meeting shall deal with and decide the approval of the annual accounts and
the annual report, including distribution of dividend. Furthermore, the General Meeting shall deal
with other matters, which according to the law or the Articles of Association fall within the
responsibility of the General Meeting.
For other matters, reference is made to the provisions of the Norwegian Public Limited Liability
Companies Act, as amended from time to time.
Share Capital and Own shares
The share capital is, following the 300 MNOK share capital increase in February 2023,
NOK 1,312,811.85, divided into 87,520,790 freely tradable shares, each having a nominal value
of NOK 0.015. Zaptec ASA holds a number of 186 425 own shares as of 31.12.2023.
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Board of directors report
Comments related to the financial statement
The board believes that the annual accounts give a true and fair view of the Group's assets and
liabilities, financial position and results.
The Group had a turnover increase of 94% in 2023 with gross profit margin maintained at a high
level of 38% compared to 39% in 2022. The Group has an equity ratio of 57% and a sufficient
liquidity position. As of 31 December 2023, the Group had 441 MNOK in available liquidity including
un-used overdraft facility of 300 MNOK. The development in turnover, profit margin and equity ratio
are as expected.
The Group made an operating profit of 13,2 MNOK compared to an operating loss of 45,5 MNOK in
2022.
The Group’s growth and investments are in line with previously communicated outlook, however the
ramp-up of sales in certain markets have been behind expectation due to prolonged time frames to
adapt the Group’s product offerings to relevant regulatory law and regulations.
The parent company had no operating revenue in 2023 with total expenditures of KNOK 8 548.
Following interest income from group companies of KNOK 22 086 and other financial income of
KNOK 21 340 for the year, the net financial items amounted to KNOK 43 415. Overall, this led to
KNOK 34 867 net profit before tax, and an annual result after tax of KNOK 31 854.
Outlook
There is a strong correlation between sale of electric vehicles and demand for charging
infrastructure. In 2023, the transition to electric vehicles from petrol, diesel and hybrid vehicles
continued. However, number of vehicles sold overall declined due to high interest rates and weaker
purchasing power. In the years to come, mass-market adoption of electric vehicles is expected
across Europe which is forecasted to translate into strong demand for Zaptec Go and Zaptec Pro.
The Group is currently adapting both products to fit with the majority of the electric vehicle market
going forward.
Zaptec has a clear strategy direction and is working decisively to be optimally positioned in this fast
moving and growing EV-landscape in order to be a leading player and create value by delivering on
its vision – “We change our world with cutting-edge charging solutions”.
In general, there are significant uncertainties related to the Board of Director’s evaluation of the
future for the Group, as the Group’s operational and financial activities may be substantially
impacted by factors outside the Group’s and the Board of Director’s control.
Risk factors
Component souring risk
The Group may experience component shortages which may impact both global EV production and
the Group's production of EV charging systems. If the Group is unable to source key components to
its EV production, this could decrease the Group's revenue, which could adversely affect the Group's
business, financial condition, results of operations, cash flow and/or prospects.
IP risk
In the opinion of the Board of Directors, the Group's most important competitive advantage is its
advanced and sophisticated technology for electric car chargers. Any failure to protect the Group's
proprietary rights adequately, including but not limited to competitive actions from former employees,
could result in (i) loss of key-employees, suppliers or customers of the Group and (ii) the Group's
competitors offering similar products, potentially resulting in the loss of some of the Group's
competitive advantage and a decrease in the Group's revenue, which would adversely affect the
Group's business, financial condition, results of operations, cash flow and/or prospects.
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Board of directors report
Financial risk
The Group has to date focused on the European market, but it's current strategy is to grow and
expand beyond Europe. The Group's ability to implement its strategy and achieve its business and
financial objectives is subject to a variety of factors, many of which are beyond the Group's control.
Further, acquisitions (if made) may involve significant risks. The Group's failure to execute its
business strategy or to manage its growth effectively could adversely affect the Group's business,
financial condition, results of operations, cash flow and/or prospects. In addition, there can be no
guarantee that even if the Group successfully implements its strategy, it would result in the Group
achieving its business and financial objectives.
Credit and liquidity risk
Depending on the balance between supply and demand, which fluctuates over time, the Group either
sells its products on a continuous basis, or operates with order reserves, or products in stock.
Currently the Group has order reserves due to a surplus of orders compared to its production.
However, there is a risk that the Group in the future may experience a lack of order reserves
combined with higher future purchase commitments towards its suppliers, as production levels are
set to increase going forward. If the number of chargers ordered by the Group significantly deviates
from the number of orders received from the Group's customers, the Group may incur unnecessary
costs related to such purchases (in the event that the demand for the Group's products is lower than
expected) or inability to meet the demand and thereby suffer loss of potential income (in the event
that the demand for the Group's products is higher than expected).
Market risk
Significant changes in users' preferences away from the Group's offerings and towards competing car
chargers or a decline in the market for electric cars are factors that may negatively affect the Group's
business, financial condition, results of operations, cash flow and/or prospects. The Group operates
in a market that is competitive, fragmented and rapidly changing. The Group expects to continue to
experience competition from existing and new competitors, some of which are more established and
who may have (i) greater capital and other resources, (ii) more superior brand recognition than the
Group, and/or (iii) more aggressive pricing policies. There is no assurance that the Group will be able
to compete successfully in such a competitive marketplace.
Personnel risk
The Group is highly dependent upon retaining and attracting qualified personnel. The loss of a key
person might impede the achievement of the development and commercial objectives. Any failure to
retain or attract such personnel could result in the Group not being able to successfully implement its
strategy, which could have a material and adverse effect on the Group's business, financial condition,
results of operations, cash flows and prospects.
Climate risk
The Group’s products offerings are in general contributing to transforming the transportation sector to
reduce CO2 emissions from internal combustion engine vehicles. The Group’s business operations
have negligible direct impact on the environment as it is limited to operating at offices, albeit some
travelling related to selling products are negatively impacting the climate due to travel via airplane etc.
The Group’s products are physically manufactured at third party factories in Norway and Germany.
Further, most components used to manufacture the physical products it sourced from suppliers
mainly located in Asia. The Group is currently in process of mapping the environmental impact of the
key suppliers, see Transparency Act under Social Responsibility.
Social and Corporate Governance
Refer to our homepage for information on social and corporate governance policies:
https://www.zaptec.com/company/investor-relations/corporate-governance
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Board of directors report
Research and development activities
The Group’s core electric vehicle charging hardware products were launched before 2023; the Zaptec
Pro was launched in 2016 and Zaptec Go in 2021. Ongoing work during 2023 was undertaken to
further develop Zaptec Pro and Zaptec Go to fit certain requirements to meet targeted segments
requirements in current and potential new markets. Further, there is continuous ongoing work to scale
and improve the company’s software solutions.
The working environment and the employees
The sick leave in the Group was a total of 585 days in 2023, which amounted to 1.3% of total working
hours. No serious occupational accidents or accidents have occurred or been reported during the
year which have resulted in major property damage or personal injury. The working environment is
considered good, and ongoing measures for improvements are implemented.
Cash flow
The deviation between operational cash flow and operating result can be explained by the Group’s
growth strategy.
The Group’s cash flow from operational activities is in general reinvested to continue the Group’s
future growth efforts. The Group’s investments are related to development of the Group’s electric
vehicle charging systems, and operational expenses mainly due to the building of organization in new
markets. During 2023, Zaptec ASA divested Charge365 AS to Wattif EV, which led to 24 MNOK in
operating income in the fourth quarter.
Going concern
In accordance with the Accounting Act § 3-3a, we confirm that the financial statements have been
prepared under the assumption of going concern. This assumption is based on profit forecasts for the
year 2024 and the Group’s long-term strategic forecasts. The Group’s economic and financial
position is sound.
The Group’s debt level is mainly related to trade payables, which amounted to KNOK 244 604 at the
end of 2023. Total liabilities amounted to 494 730 KNOK. Total equity at the end of 2023 was KNOK
664 823.
If required, the Group could raise additional equity financing by issuing new shares to existing and/or
new shareholders. Since the Group is listed at Oslo Stock Exchange, the process to increase equity
capital in the Group could be completed within a relatively short time frame, provided capital market
sentiment and company outlook allow for such capital increase.
The Group‘s liquidity position was strengthened in Q1 2023 following a share capital increase
process where 300 MNOK in gross proceeds were raised by issuance of new shares to support the
Group’s growth ambitions in 2023. In Q4 2023 the Group’s financial flexibility was improved by
increasing it’s credit facility from 70 to 300 MNOK. At the end of 2023, the credit facility remained
undrawn.
Liability insurance
The Group has a Directors & Officers liability insurance that covers Directors and executive
management. The total limit of the coverage is 25 MNOK.
22
Board of directors report
Change in Revenue Recognition according to IFRS 15
During 2023, the Group changed principle for revenue recognition according to IFRS 15. The change
in principle is related to how revenue from connectivity included in sold chargers are accrued and
spread over time, instead of taken at time of sale. Note that the IFRS 15 adjustment has no cash flow
effect.
In prior years financial statement deferred revenue in accordance with IFRS 15 has not been
recognized. The element of deferred revenue is related to separation of sales of chargers and
included subscription service for connectivity, which is regarded as a commitment for five years after
time of sales. The total effect for 2023 is 38,8 MNOK in decreased revenue compared to not deferring
revenue.
Social responsibility
Transparency Act
The Group has joined the Responsible Business Alliance which allows the Group more insights and
ability to strategically work with human rights in the supply chain. The Group has set up routines to
work regularly with human rights due diligence and disclosure, with the 2023 report available on the
website. The 2024 report will be released no later than 30 June 2025.
Equality
The Group aims at treating every employee and business partner equally. This is becoming important
with expansions abroad where differences are more significant than where we come from. In 2023
the Group has implemented UN Human Rights Policy to protect and defend human rights and in
addition, joined the Responsible Business Alliance to join efforts with the rest of the electronics
industry.
As per end of the year 2023, the Group had 190 permanent employees, of which 54, 28.4%, were
female. The proportion of women in all management positions was 21%, in C-level were represented
with 28.5% women and 60% women in Board of Directors.
The average salary for women and men in full-time positions amounted to NOK 790.833 and NOK
922.958.
The Group has 8 employees in part-time positions. The Group's policy is that work of equal value
shall provide equal pay. The Group works actively, purposefully, and systematically for gender
equality within the business. When recruiting, both internally and externally, personal qualifications
take precedence over gender. The underrepresented gender will to a greater extent be encouraged
to apply. In this way, the Group will try to increase the proportion of women in the job categories
where this is particularly low.
Equal opportunities and discrimination
The Group works actively to promote equality, ensure equal opportunities and rights and prevent
discrimination on the grounds of ethnicity, national origin, descent, skin color, language, religion and
outlook on life. To contribute to this, the company has, among other things, established routines for
recruitment.
Human rights
The Group has a Human Rights policy aligned with the United Nations Guiding Principles on
Business and Human Rights. Our policy is also reflected in our suppliers’ code of conduct.
We aim to protect workers and reassure them that they work according to reasonable and
considerate standards, free from exploitation and unfair business practices. The Group seeks
to follow a combination of national rules with those provided by being a member of the
Confederation of Norwegian Enterprise.
23
Board of directors report
The Confederation of Norwegian Enterprise is also a member of the UN Global Compact, building on
the ten principles. In 2023 Zaptec joined the Responsible Business Alliance. More details on Zaptec’s
human rights work can be found in our 2023 Sustainability Report.
Anti-corruption
The Group works to comply with high standards of anti-corruption work. We aim to work to cease
the cases of corruption, extortion, bribery and grey zone cases. We aim to have our subcontractors
participate in implementing the Anti-Corruption Principles by working closely with them. The Group
is also scaling up the operations by onboarding more support in the supply chain and operations.
The Group has Ethical Rules as a part of its Employee Handbook regulating gifts and other economic
advantages. In case of uncertainty, the CFO is accessible to reply to questions for review. The
company is also operating with red periods with regards to purchasing and sale of stocks.
Working environment
To comply with the principles of working with sub-contractors to verify their actions, the Group is
collecting reports from our Norwegian factory assembling the products assessing their subcontractors
delivering the material and the parts for the production process. The Group is documenting the
reports we receive through our documentation system.
In addition to this, we have brought HR in-house. This reassures closer control of adhering to HR.
The Group has strict protections for the employees in place, and we provide a collaborative working
environment. This is outlined in our Employee Handbook where protections for whistleblowers, both
working on permanent and temporary contracts, are outlined.
Climate Change
The Group has mapped its scope 1,2 and 3 emissions for 2022 and 2023, and established systems
to do so annually. The results of 2023 GHG emissions is published in the Zaptec Sustainability
Report for 2023.
Covid-19
The Group did not experience any material direct effects related to its business operations during
2023.
Events after period
On 22
nd
February 2024, Kurt Østrem was appointed CEO of Zaptec ASA. Prior to becoming Zaptec’s
CEO, Kurt Østrem held the position as Interim CEO and CFO since former CEO Peter Bardenfleth-
Hansen left Zaptec 2
nd
October 2023. On 1
st
of March 2024, Eirik Fjellså Hærem was appointed as
CFO and deputy CEO of Zaptec ASA.
24
Board of directors report
Allocation of net income
The Group had a net profit of 22 228 KNOK which the Board of Directors has proposed to be
attributed to:
Dividend KNOK 0
Retained earnings KNOK 22 228
Net income allocated KNOK 22 228
Zaptec ASA had a net profit for 2023 of 31 854 KNOK which the Board of Directors has proposes to
be attributed to:
Dividend KNOK 0
Retained Earnings KNOK 31 854
Net income allocated KNOK 31 854
Zaptec ASA received interest income from group companies of KNOK 22 086 and other financial
income of KNOK 21 340 for 2023.
Stig H. Christiansen (sign)
Chairman of the board
Kurt Østrem (sign)
Chief Executive Officer
Christian Rangen (sign)
Board member
Ingelin Drøpping (sign)
Board member
Jennifer Jacobs Dungs (sign)
Board member
An Joanna De Pauw (sign)
Board member
25
Board of directors report
Consolidated Financial Statements
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
Restated*
In NOK 1000
Note 2023 2022
Operating income
Revenues from contracts with customers 5,6 1 402 408 736 942
Other operating income 5 24 182 0
Total operating income 1 426 590 736 942
Operating expenses
Cost of inventories 5 891 290 450 638
Employee benefit expenses 5,7 247 962 157 090
Depreciation and amortisation expense 5,12,13 29 918 20 573
Other operating expenses 5,7, 18 244 213 154 190
Total operating expenses 1 413 383 782 492
Operating profit/loss 13 207 -45 550
Financial income and expenses
Finance income 8 13 897 6 084
Finance expense 8 3 115 13 527
Net financial income (+) and expenses (-) 10 782 -7 443
Profit (+)/loss (-) before tax 23 990 -52 992
Tax expense (+)/benefit (-) 9 1 761 -101
Profit (+)/loss (-) after tax 22 228 -52 891
Total profit/loss attributable to:
Owners of the parent 22 228 -52 891
Non-controlling interest 0 0
Basic earnings per shares 10 0,26 -0,69
Diluted earnings per shares 10 0,26 -0,69
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Restated*
In NOK 1000
Note 2023 2022
Profit (+)/loss (-) for the period
Items that will or may be reclassified to profit or loss:
Exchange gains arising on translation of foreign operations 19 147 6 457
Total comprehensive income 41 375 -46 434
Total comprehensive income attributable to:
Owners of the parent 41 375 -46 434
Non-controlling interest 0 0
27
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Restated* Restated*
In NOK 1000
Note 31.12.2023 31.12.2022 01.01.2022
ASSETS
Goodwill and intangible assets
Goodwill 3,11 79 171 69 638 0
Other intangible assets 11 80 320 85 462 141 125
Deferred tax asset
Deferred tax asset 9 29 898 12 417 8 660
Tangible assets
Property, plant and equipment 12,19 15 118 9 015 5 061
Right-of-use assets 13 52 741 15 710 15 210
Other non-current assets 4 5 189 5 310 109
Total non-current assets 262 437 197 551 170 165
Inventories
Inventories 14,19 447 348 90 788 26 173
Receivables
Trade receivables 15,19 186 045 116 337 80 916
Other current assets
Financial investments 0 0 183 500
Other current assets 22 122 081 113 299 28 605
Cash and cash equivalents
Cash and cash equivalents 16 141 643 102 862 76 258
Total current assets 897 117 423 286 395 452
TOTAL ASSETS 1 159 554 620 838 565 617
28
29
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Restated* Restated*
In NOK 1000
Note
31.12.2023 31.12.2022 01.01.2022
EQUITY AND LIABILITIES
Equity
Share capital 17 1 313 1 146 475
Treasury shares -3 0 0
Share premium 646 945 359 185 355 362
Not registered capital increase
Other paid in equity 14 982 6 855 11 328
Foreign exchange reserve 28 960 10 480 4 024
Other reserves -27 373 -52 849 8 184
Total equity 664 823 324 816 383 198
Non-current liabilities
Deferred tax 9 7 127 5 901 5 360
Long-term lease liabilities 13 43 762 10 528 11 619
Long-term deferred income 26 53 908 25 730 10 602
Long-term provisions 7,18 21 234 5 115 6 905
Total non-current liabilities 126 031 47 274 34 487
Current liabilities
Trade payables 244 604 146 057 66 142
Short-term loans and borrowings 19 0 29 229 3 833
Short-term lease liabilities 13 9 064 5 414 3 813
Short-term deferred income 26 19 818 9 234 3 905
Contingent consideration 0 0 38 963
Tax payable 9 20 984 11 107 9 248
Other current liabilities 20 74 228 47 706 22 026
Total current liabilities 368 698 248 747 147 931
Total liabilities 494 730 296 021 182 418
TOTAL EQUITY AND LIABILITIES 1 159 554 620 838 565 617
* The comparative information is restated on account of correction on errors. See note 26.
Stavanger, 19.03.2024
Christian Rangen Stig Harry Christiansen Kurt Østrem
Member of the board Chaiman of the board General manager
Jennifer Jacobs Dungs An Joanna De Pauw Ingelin Drøpping
Member of the board Member of the board Member of the board
CONSOLIDATED STATEMENT OF CASH FLOWS
Restated*
In NOK 1000
Note 2023 2022
CASH FLOW FROM OPERATING ACTIVITIES
Profit (+)/loss (-) before tax 23 990 -52 992
Taxes paid -11 107 -9 248
Depreciation and amortisation expense 12,13 29 918 20 573
Shared based payment expense 7 8 127 11 511
Finance income 8 13 897 5 990
Finance expense 8 -3 818 13 527
Interest received 8 0 94
Increase in trade receivables 15 -69 708 -35 421
Increase in inventories 14 -356 560 -64 615
Increase in trade payables 98 547 79 915
Change in other accrual items 47 053 -18 150
NET CASH FLOW FROM OPERATING ACTIVITIES -219 661 -48 815
CASH FLOW FROM INVESTMENT ACTIVITIES
Acquisition of subsidiary, net of cash acquired 0 0
Purchases of property, plant and equipment 11,12 -78 377 -24 838
Proceeds from sale of PP&E 7 570 0
Proceeds from sale of investments (funds) 4 0 177 691
Advances/loans to suppliers 35 849 -67 397
Investments in other entities 0 -4 872
Cash flows from other investements 0 67
NET CASH FLOW FROM INVESTMENT ACTIVITIES -34 958 80 652
CASH FLOW FROM FINANCING ACTIVITIES
Repayment of loans and borrowings 20 -29 229 -3 833
Draw down on credit facility 0 29 229
Lease liabilities 13 37 587 -4 546
Interest on lease liabilities 13 -703 -511
Interest on debts and borrowings 0 -2 119
Purchase of treasury shares 10 -2 180 -9 157
Settlement of option agreement 7 0 -15 984
Sale of treasury shares 7 0 1 689
Proceeds from equity 287 927 0
NET CASH FLOW FROM FINANCING ACTIVITIES 293 402 -5 233
Net change in cash and cash equivalents 38 782 26 604
Cash and cash equivalents at start of period 102 862 76 258
CASH AND CASH EQUIVALENTS AT END OF PERIOD 141 643 102 862
30
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
In NOK 1000
Shar e
Capital
Tresury
shares
Shar e
premium
Not
registered
capital
Other paid in
capital
Foreign
exchange
reserve
Other equity
Total equity
holders of
the parent
Non-
controlling
interest
Total equity
1 January 2022 475 0 355 362 3 825 11 328 4 024 19 500 394 514 0 394 514
Correction of error 0 0 0 0 0 0 -11 316 -11 316 0 -11 316
Adjuste d equity 1 January 2022 475 0 355 362 3 825 11 328 4 024 8 184 383 198 0 383 198
Profit (+)/loss (-) after tax 0 0 0 0 0 0 -52 891 -52 891 0 -52 891
Other comprehensive Income 0 0 0 0 0 6 457 0 6 457 0 6 457
Purchase of non controlling interest 0 -2 0 0 0 0 -9 155 -9 158 0 -9 158
Sale of treasury shares 0 2 0 0 0 0 1 687 1 689 0 1 689
Capital increase 672 0 3 823 -3 825 0 0 -675 -6 0 -6
Settlement of share based payment*
Share based payments 0 0 0 0 11 511 0 0 11 511 0 11 511
31 December 2022 1 146 0 359 185 0 6 855 10 480 -52 849 324 816 0 324 816
1 January 2023 1 146 0 359 185 0 6 855 10 480 -52 849 324 816 0 324 816
Profit (+)/loss (-) after tax 0 0 0 0 0 0 22 228 22 228 0 22 228
Other comprehensive Income 0 0 0 0 0 18 479 668 19 147 0 19 147
Purchase of treasury shares 0 -3 0 0 0 0 -2 180 -2 183 0 -2 183
Capital increase 166 0 287 761 0 0 0 0 287 927 0 287 927
Share based payments 0 0 0 0 8 127 0 0 8 127 0 8 127
Diff erences from earlier periods** 0 0 0 0 0 0 4 760 4 760 0 4 760
31 December 2023 1 313 -3 646 945 0 14 982 28 960 -27 373 664 823 0 664 823
* Settlement of option agreement (purchase of own equity instruments). Refer to Note 7 for additional information
** Relates to shared services booked in Zaptec Charger AS and not in Zaptec Deutchland GmbH at 31 December 2022. of ingoing balance.
31
NOTES
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
Number
47
48
49
50
51
52
53
54
55
56
57
%
58
59
Financial Statements – Zaptec ASA
INCOME STATEMENT
In NOK 1000
Note
2023
2022
Operating expenses
Employee benefit expenses
2
1 859
2 970
Other operating expenses
2,3
6 689 11 738
Total operating expenses
8 548
14 707
Loss
-8 548 -14 707
Financial income and expenses
Interest income from group companies
4 22 086 2 791
Group contribution
4 0 27 411
Other financial income
5 21 340 78
Decrease in fair value of financial current assets 0
5 092
Other financial expenses
11 801
Net financial income (+) and expenses (-) 43 415
24 388
Profit (+)/loss (-) before tax 34 867
9 680
Tax expense (+)/benefit (-)
6
3 013 2 766
Profit (+)/loss (-) after tax 31 854
6 915
Allocated to
Other equity
7 31 854
6 915
Total 31 854
6 915
61
BALANCE SHEET
In NOK 1000
Note
2023
2022
ASSETS
Deferred tax asset
Deferred tax asset 6 71 898
Non-current financial assets
Investments in subsidiaries 5 185 962 187 492
Convertible loans to group companies 4 533 675 184 891
Investments in shares 5 4 872 4 872
Total non-current assets
724 580
378 153
Debtors
Other short-term receivables 4 3 301 2 014
Short term receivables from group companies 4 6 281 34 653
Cash and cash equivalents
Cash and cash equivalents 8 10 917 8 013
Total current assets 20 499 44 680
TOTAL ASSETS 745 079 422 834
62
BALANCE SHEET
In NOK 1000
Note 2023 2022
EQUITY AND LIABILITIES
Equity
Share capital
7, 9 1 313 1 146
Treasury shares
7, 9 -3 0
Share premium 7 646 945 359 185
Not registered capital increase 7 0 0
Other paid in equity
7 30 188 22 061
Other equity 7 62 515 32 838
Total equity 740 957
415 230
Liabilities
Other provision 2 218
218
Provisions 218 218
Current liabilities
Trade payables 594 6 261
Tax payable 6 2 186
Short-term public dues 0 282
Group contribution
4
0 0
Other current liabilities 4 1 125
842
Total current liabilities 3 904 7 385
Total liabilities 4 123
7 604
TOTAL EQUITY AND LIABILITIES 745 079 422 834
Stavanger, 19.03.2024
Christian Rangen Stig Harry Christiansen Kurt Østrem
Member of the board Chaiman of the board General manager
Jennifer Jacobs Dungs An Joanna De Pauw Ingelin Drøpping
Member of the board Member of the board Member of the board
63
STATEMENT OF CASH FLOWS
In NOK 1000
Note 2023 2022
CASH FLOW FROM OPERATING ACTIVITIES
Profit (+)/loss (-) before tax 34 867 9 680
Write-down of intercompany loan 0 177
Group contribution not paid 4 0 -27 411
Earnings from funds 0 5 014
Change in accounts receivables 0 0
Change in accounts payables
-5 667
6 177
Share based payment expense 2 0 2 875
Movement shares/funds 0 0
Change in other accrual items 8 369 7 070
NET CASH FLOW FROM OPERATING ACTIVITIES 37 570 3 582
CASH FLOW FROM INVESTMENT ACTIVITIES
Proceeds from sale of shares 0 0
Change in convertible intercompany loans 4 348 785 185 068
Payments to buy other investments 5 0 4 872
Proceeds from sale of other investments 0 177 691
NET CASH FLOW FROM INVESTMENT ACTIVITIES -348 785 -12 249
CASH FLOW FROM FINANCING ACTIVITIES
Change in intercompany payables 28 372 6 273
Issue of share capital 0 0
Purchase of treasury shares 7 -2 180 -9 057
Sale of treasury shares 7 0 1 688
Proceeds from equity 287 927 0
NET CASH FLOW FROM FINANCING ACTIVITIES 314 119 -1 096
Net change in cash and cash equivalents 2 904 -9 763
Cash and cash equivalents at start of period 8 013 17 776
CASH AND CASH EQUIVALENTS AT END OF PERIOD 10 917 8 013
64
NOTES
Note 1 - Accounting principles
Basis of preparation
Subsidiaries and investment in associates
Classification and valuation of balance sheet items
Current assets are valued at the lower of acquisition cost and fair value.
Group receivable and other receivables
Foreign currency translation
Share-based option agreement
Investments in associates and shares are valued at cost in the company accounts. The investment is valued
as cost of the shares in the associate, less any impairment losses. An impairment loss is recognised if the
impairment is not considered temporary, in accordance with generally accepted accounting principles.
Impairment losses are reversed if the reason for the impairment loss disappears in a lather period.
Group receivable and other current receivables are recorded in the balance sheet at face value less provisions
for doubtful accounts. Provisions for doubtful accounts are based on an individual assessment of the different
receivables. For the remaining receivables, a general provision is estimated based on expected loss.
Transactions in foreign currency are translated at the rate applicable on the transaction date. Monetary items
in a foreign currency are translated into NOK using the exchange rate applicable on the balance sheet date.
Where equity settled share options are awarded to the management, the fair value of the options at the date of
grant is charged to the income statement over the vesting period. Non-market vesting conditions are taken into
account by adjusting the number of equity instruments expected to vest at each reporting date so that,
ultimately, the cumulative amount recognised over the vesting period is based on the number of options that
eventually vest. Non-vesting conditions and market vesting conditions are factored into the fair value of the
options granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether
the market vesting conditions are satisfied. The cumulative expense is not adjusted or failure to achieve a
market vesting condition or where a non-vesting condition is not satisfied.
Non-current assets are written down to fair value upon any impairment that is expected not to be temporary.
Long-term debt are recognised at nominal value at transaction date.
The financial statements have been prepared in accordance with the Norwegian Accounting Act and generally
accepted accounting principles in Norway.
Non-current assets are assets intended for long-term ownership or use. All other assets are current assets.
Receivables that fall due for payment within one year shall not be classified as non-current assets. Similar
criteria applies to liabilities.
Subsidiaries and investments in associates are valued at cost in the company accounts. The investment is
valued as cost of the shares in the subsidiary, less any impairment losses. An impairment loss is recognised
if the impairment is not considered temporary, in accordance with generally accepted accounting principles.
Impairment losses are reversed if the reason for the impairment loss disappears in a lather period.
Dividends, group contributions and other distributions from subsidiaries are recognised in the same year as
they are recognised in the financial statement of the provider. Which under NGAAP normally is in the financial
year it relates to, even if it is approved by the general meeting after the financial year. If dividends/group
contribution exceed withheld profits after the acquisition date, the excess amount represents repayment of
invested capital, and the distribution will be deducted from the recorded value of the acquisition in the balance
sheet for the parent company.
65
Taxes
Cash flow statement
Note 2 - Remuneration to the board and auditor
Payroll costs through profit and loss
In NOK 1000
2023 2022
Remuneration to the board 1 600 750
Payroll tax 98
-806
Remuneration to nomination committee 161
120
Share-based payment expense 0
2 875
Total 1 859 2 940
Remuneration to the board
2023
In NOK 1000 Salaries Bonus
Share
based
payment
Other
benefits
Total
Stig H. Christiansen 500
0 0 0 500
Ingelin Drøpping 350
0 0 0 350
Christian Rangen 250
0 0 0 250
Jennifer Jacob Dungs 250
0 0 0 250
An Joanna De Pauw 250
0 0 0 250
Total 1 600
0 0 0 1 600
2022
In NOK 1000 Salaries Bonus
Share
based
payment
Other
benefits
Total
Stig H. Christiansen 300
0 958 0 1 258
Christian Rangen 150
0 0 0 150
Pål Selboe Valseth* 150
0 0 0 150
Peter Bardenfleth-Hansen 150
0 1 917 0 2 067
Total 750
0 2 875 0 3 625
* Member of the Board up until 07.11.2022
In 2023 the company employed 0 man-years.
The tax expense consists of the tax payable and changes to deferred tax. Deferred tax/tax assets are
calculated on all differences between the book value and tax value of assets and liabilities. Deferred tax is
calculated as 22 percent of temporary differences and the tax effect of tax losses carried forward. Deferred tax
assets are recorded in the balance sheet when it is more likely than not that the tax assets will be utilized.
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the
options, measured immediately before and after the modification, is also charged to financial statement over
the remaining vesting period.
The cash flow statement is presented using the indirect method. Cash and cash equivalents includes cash
and bank deposits.
Taxes payable and deferred taxes are recognised directly in equity to the extent that they relate to equity
transactions.
66
67
In NOK 1000
Chief executive officer
Peter Bardenfleth-Hansen*
3 630
0 0
9 674
13 304
Kurt Østrem **
2 641
0
1 484
231
4 356
Total
6 271
0
1 484
9 905 17 660
* CEO up until 02.10.2023
** CFO and acting CEO in the period 02.10.2023-31.12.2023
Pension liabilities
Remuneration to auditors for 2023
In NOK 1000
Statutory audit
979
Other non-auditing services
585
Total
1 564
All amounts exclude VAT.
Share-based compensation
Share-based payment program for board of directors (Stock option program)
The company operates a equity-settled share-based remuneration schemes for board of directors.
2023
2022
Number Number
Outstanding at 1 January
11.25
150 000 11.25
300 000
Granted during the year 0
0 0
0
Forfeited during the year 0
0 0
0
Exercised during the year 11.25
100 000 11.25 150 000
Lapsed during the year 0
0 0
0
Outstanding at 31 December
11.25
50 000 11.25 150 000
Vested at 31 December
11.25 50 000
11.25 150 000
During the year 100 000 options were exercised.
2023 2022
Option pricing model used
Black-
Scholes
Black-
Scholes
Share price at date of grant * *
Strike * *
Contractual life (in days)
* *
Expected life (in days) * *
Expected volatility * *
Risk-free interest rate * *
Fair value at grant date (average)
* *
* No new options granted
The company has no employees and is not liable to maintain an occupational pension scheme under the
Mandatory Occupational Pensions Act.
Weighted average
exercise price
Weighted average
exercise price
The following information is relevant in the determination of the fair value of options granted during the year
under :
Peter Bardenfleth-Hansen was the general manager up until 02.10.2023. From 02.10.23-31.12.23 Kurt Østrem
was the acting general manager in Zaptec ASA. They are both compensated through Zaptec Charger AS.
Their salary is specified in the table below:
Share-based incentive program for all employees
Share-based incentive program for management
As part of the scheme the employee will receive a cash bonus equal to hers/his income tax payable triggered
by the program. If the employee leaves before 01.01.2025 the shares received should be returned to the
company without consideration. The cash portion would not be returned. The cash settlement and the
employees tax payable has both been expensed in 2022 in Zaptec ASA's subsidiaries.
As of 01.01.2023 The Group implementet a new share-based incentive program for new employees in 2022.
Under the program all employees are entitled to a bonus equal 20% of the annual salary at 31.12.2022. The
shares will be allocated to the employees after the three year vesting period, i.e. shortly after 01.01.2026.
Under the program the number of shares received is fixed at 01.01.2023. The number of shares equals 20% of
the annual salary divided by the share price of Zaptec ASA based on average stock price last 15 days of 2022.
The share portion is accounted for as an equity settled share-based payment program with immediate
allocating to the employee that is the fair value of the equity instruments at grant date will be expensed over
the vesting period (01.01.2025). Fair value is measured by using the actual average stock price of the last 15
days of 2021. The provision for the cash portion is based on the estimated income tax trigged by the actual
transfer of the share at each reporting date.
The share portion is accounted in Zaptec ASA as an increase in investment i subsidiaries and equity.
Recharge transaction is accounted for as a receivable to subsidiaries and decrease in subsidaries. Employer
contribution payable is based on the intrinsic value of the shares at the reporting date. The employees in the
subsidiaries receives shares from Zaptec ASA. The share portion is recorded in the subsidiaries as increase in
payroll costs, and increase in liabilities to parent company.
As of 01.01.2022 the group implemented a share-based incentive program. Under the program key
management are granted a right to receive a defined number of shares after a vesting period. The vesting
period running until 01.01.2025. A total of 392 028 rights to receive shares has been granted under this
program as of 31.12.2023.
Stig H. Christiansen (Chairman) holds stock options as of 31.12.2023. The agreement have vesting periods
ranging for 6.4 - 18.4 months from 18.06.2021, which grant the board member purchase rights of 50 000
shares at a share pricing of NOK 11.25.
As of 01.01.2022 The Group implemented a share-based incentive program. Under the program all employees
are entitled to a bonus equal to 20% of the employees' annual salary at 01.01.2022. The shares are allocated
immediately and are vested over the vesting period, but can not be sold before 01.01.2025. Under the program
the number of shares received is fixed at 01.01.2022. The number of shares equals 20% of the annual salary
less withholding tax divided by the share price of Zaptec ASA based on average stock price last 15 days of
2021. Allocated shares for 2022 is 69 220.
The program is accounted for as a equity settled share-based payment program with a 3 year vesting period,
that is the fair value of the equity instruments at grant date will be expensed over the vesting period. Fair value
is measured by using the actual average stock price of the last 15 days of 2021.
The share portion is accounted for as an equity settled share-based payment program, that is the fair value of
the equity instruments at grant date will be expensed over the vesting period (01.01.2026). Fair value is
measured by using the actual average stock price of the last 15 days of 2022.
68
In NOK 1000 2023 2022
Option program
0 2 875
Share-based incentive program for all employees
4 711 1 402
Share-based incentive program for management
3 415 6 457
Total share based payment expense
8 126 10 734
Note 3 - Specification of other operating costs
In NOK 1000 2023 2022
Rental cost
398 216
Other operating costs
1 935 4 186
Consultants
4 356 7 335
Total other operating expense
6 689 11 738
Note 4 - Inter-company items between companies in the same group
Receivables
In NOK 1000 2023 2022
Convertible loans to companies in the same group
533 675 184 891
Other short-term receivables within the group 850 7 242
Group contribution
0 27 411
Total
534 526 219 544
Liabilities
In NOK 1000 2023 2022
Other short-term liabilities within the group 1 125 842
Total
1 125 842
All the subsidiaries are listed in Note 5.
Note 5 - Subsidiaries and investments in shares
Subsidiary Head
office
Currency Ownership
Carrying
amount
Equity Re sul t
Zaptec Charger AS Stavanger NOK 100 % 183 112 121 995 14 514
Zaptec IP AS Stavanger NOK 100 % 2 849 3 760 206
Zaptec Power AS Stavanger NOK 100 % 1 5 250 135
Total 185 962 131 005 14 855
Subsidiation Head
office
Ownership
Carrying
amount
(NOK)
Equity
(GBP)
Re sul t
(GBP)
Switch EV Ltd. London 1,9 % 4 872 341 -2 002
Charge 365 AS was sold the 17th of November 2023 with a net gain of 21.2 MNOK .
Share-based payment expense is charged to the income statements the following amount, where the option
program is charged in Zaptec ASA and share-based incentive program is charged in subsidiaries of Zaptec
ASA:
The shares in Zaptec Power AS has been written down to 1 NOK in accordance with "NRS Nedskrivning av
anleggsmidler". There is no activity in this company per 31.12.2023.
69
Note 6 - Income tax
In NOK 1000 2023 2022
Income tax expense
Current income tax
2 182 0
Too much/little allocated previous years
3
0
Changes in deferred tax
827 2 766
Total income tax expense (+)/benefit (-)
3 013 2 766
Temporary differences and tax positions
Tangible assets
74 88
Accounts receivables
-177
-177
Provisions
-218 -218
Total temporary differences and tax positions
-321 -306
Tax losses carried forward
0
-3 777
Basis for deferred tax
-321 -4 083
Net deferred tax asset
22 % -71 -898
In NOK 1000 2023 2022
Taxable income
Result before tax
34 867
9 680
Permament differences
-21 156 2 875
Change in temporary differences
15 1 146
Application of loss to be brought forward
-3 792 -11 409
Taxable income
9 935 2 286
Tax payable in the statement of financial position
Current income tax payable
2 186 -6 030
Prepaid tax
0 6 030
Net tax payable
2 186
0
In NOK 1000 2023 2022
Reconciliation of effective tax rate
Result before tax
34 867 9 680
Income tax based on applicable tax rate (22%)
22 % 7 671 2 130
Tax effect on permanent differences
-4 654
633
Too much/to little allocated previous year
-3 3
Total income tax expense (+)/benefit (-)
3 013 2 766
Effective tax rate
8,6 % 28,6 %
In NOK 1000
2023 2022
Specification of permanent differences
Share-based payment expense
0 2 875
Loss on realization of fund
22 % 0 0
Other permanent differences
-21 156 0
Change in fair value of financial instruments
0 0
Total income tax expense (+)/benefit (-)
-21 156 2 875
70
Note 7 - Equity
In NOK 1000
Share
Capital
Share
premium
Not
registered
capital
Other paid
in capital
Other
equity
Total
equity
Equity 1 January 2022 474 355 362 3 825 11 327 33 962 404 951
Profit (+)/loss (-) after tax 6 915 6 915
Purchase of treasury shares -2 -9 056 -9 058
Sale of treasury shares 2 1 687 1 689
Capital increase 672 3 823 -3 825 -669 0
Share based payments 10 734 10 734
Adjusted equity 31 December
1 146 359 185 0 22 061 32 839 415 231
Profit (+)/loss (-) after tax 31 854 31 854
Purchase of treasury shares -2 180 -2 180
Sale of treasury shares 0
Capital increase 167 287 760 287 927
Share based payments 8 126 8 126
31 December 2023 1 313 646 945 0 30 187 62 513 740 957
Note 8 - Cash and cash equivalents
Funds standing on the tax deduction account (restricted funds) are NOK 0.
Note 9 - Shareholders and shareholders information
Share capital at 31 December:
Number of
shares
Face value Book
value
Ordinary shares
87 520 790 0.015 1 312 812
Total
87 520 790 1 312 812
71
Main shareholders at 31 December:
Number of
shares
Ownership
interest
Voting
rights
VALINOR AS
10 400 000
11,88 % 11,88 %
Nordnet Bank AB
7 819 973
8,93 %
8,93 %
Skandinaviska Enskilda Banken AB
6 351 497
7,26 % 7,26 %
Avanza Bank AB
6 148 039
7,02 % 7,02 %
Danske Bank A/S
3 993 020 4,56 % 4,56 %
VPF DNB NORGE SELEKTIV
3 628 034 4,15 % 4,15 %
VERDIPAPIRFONDET DNB SMB
3 439 486 3,93 %
3,93 %
CLEARSTREAM BANKING S.A.
3 250 784
3,71 % 3,71 %
Morgan Stanley & Co. Int. Plc.
2 498 584 2,85 %
2,85 %
Saxo Bank A/S
2 338 432
2,67 %
2,67 %
Citibank, N.A.
2 108 117
2,41 %
2,41 %
KONTRARI AS
2 000 000
2,29 %
2,29 %
MUST INVEST AS
1 554 726
1,78 %
1,78 %
State Street Bank and Trust Comp
1 522 984
1,74 %
1,74 %
Euroclear Bank S.A./N.V.
1 225 735
1,40 %
1,40 %
Nordea Bank Abp
1 143 330
1,31 %
1,31 %
LABOREMUS INDUSTRIER AS
1 050 000
1,20 % 1,20 %
The Bank of New York Mellon SA/NV
1 042 383 1,19 % 1,19 %
UBS Switzerland AG
1 030 284
1,18 % 1,18 %
ØSTREM INVEST AS
1 010 000
1,15 % 1,15 %
BNP Paribas
981 073
1,12 % 1,12 %
Société Générale
896 474 1,02 % 1,02 %
Zaptec ASA - Treasury shares*
186 425 0,21 % 0,21 %
Others (less than 1% ownership)
21 901 410 25,02 % 25,02 %
Total 87 520 790
100 % 100,00 %
Stocks and options owned by members of the board and management in Zaptec Charger AS:
Name
Position
Numbers
of shares
Options
Peter Bardenfleth-Hansen* CEO
0 100 000
Kurt Østrem ** CFO 1 010 000 300 000
Stig H. Christiansen Chairman of the board
50 000 50 000
Knut Braut CTO
210 000 100 000
Lasse Hult
CMO
50 000 0
Anna-Karin Andersen CCO
47 884 0
Christian Rangen Board member
20 001 0
* CEO up until 02.10.2023
** Acting CEO from 02.10.2023
Note 10 - Events after the reporting date
The board appointed Kurt Østrem as permanent CEO the 22nd of February 2024.
As ot the 1st of March 2024, Eirik Fjellså Hærem was appointed as CFO and deputy CEO.
72
Alternative Performance Measures
Available Liquidity
Gross M argi n
EBITDA
EBITDA M argin
OPEX
Employee benefit expenses plus other operating expenses
Cash, cash equivalents, other funds (financial investments) and available overdraft facility. The Group has presented this
APM because it considers it to be an important supplemental measure for investors to understand the overall picture of the
Group's financial position.
Gross profit as a percentage of revenues. Gross profit is defined as revenues from contracts with customers less cost of
goods sold. The Group has presented this APM because it considers it to be an important supplemental measure for
investors to understand the profit generation in the Group's operating activities.
The profit/(loss) for the period before tax expense, finance expense, finance income and depreciation and amortisation
expense. The Group has presented this APM because it considers it to be an important supplemental measure for investors
to evaluate the operating performance of the Group.
EBITDA as a percentage of revenues. The Group has presented this APM because it considers it to be an important
supplemental measure for investors to understand to evaluate the operating performance of the Group.
Zaptec may disclose alternative performance measures as part of its financial reporting as a supplement to the financial
statements prepared in accordance with IFRS. Zaptec believes that the alternative performance measures provide useful
supplemental information to management, investors, security analysts and other stakeholders and are meant to provide an
enhanced insight into the financial development of Zaptec’s business operations and to improve comparability between
periods.
73
Disclaimer – forward looking statements
Disclaimer - forward looking statements
In addition to historical information, this presentation contains statements relating to our future business and/or results.
These statements include certain projections and business trends that are “forward-looking.” All statements, other than
statements of historical fact, are statements that could be deemed forward-looking statements, including statements
preceded by, followed by or that include the words “es tim ate,” pro form a numbers, “plan,” project,” “forecast,” “intend,”
“expect,” “predict,” “anticipate,” “believe,” “think,” “view,” “seek,” “target,” “goal”, “outlook” or similar expressions; any
projections of earnings, revenues, expenses, synergies, margins or other financial items; any statements of the plans,
strategies and objectives of management for future operations, including integration and any potential restructuring plans;
any statements concerning proposed new products, services, developments or industry rankings; any statements regarding
future economic conditions or performance; anystatements of belief; and any statements of assumptions underlying any of
the foregoing.
Cautionary Statement Regarding Forward-Looking Statements
Forward-looking statements do not guarantee future performance and invo l ve risks and uncertainties. Actual results may
differ materially from projected results/pro form a results as a result of certain risks and uncertainties. Further information
about these risks and uncertainties are set forth in our most recent annual report for the Year ending December 31, 2023.
These forward-looking statements are made onlyas of the date of this press release. We do not undertake any obligation to
update or revis e the forward-looking statements, whether as a result of new information, future events or otherwise. The
forward-looking statements in this report are based upon various assumptions, many of which are based, in turn, upon
further assumptions, including without limitation, management’s examination of historical operating trends, data contained
in our records and other data available from Fourth parties. Although we believe that these assumptions were reasonable
when made, because these assumptions are inherently subject to significant uncertainties and contingencies, which are
impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these
expectations, beliefs or projections.
74
