Otovo ASA

And thank you for joining us for OTOVA's fourth quarter 2025 earnings call. Joining me today is Jennifer Santascoy, our chief financial officer. Please submit your questions in the event page, and we will address them at the end. Today we are announcing a private placement, an acquisition of energy aid in the United States, and a joint venture with Green Panel in an OEM partnership in Europe. I will begin with an overview of our strategic transition to Etobo 2.0. Jennifer will then walk through the financial results in detail before I return to discuss outlook and priorities for 2026. In December 2025, Etobo and Envie combined into one company, covering both Europe and the United States. Etobo is now positioned as a global home energy service company rather than a regional installation business. We make energy work the way it should. Let me be clear, this is not the same Etobo as before. From 2016 through 2025, Etobo operated as a solar and battery installation platform in Europe. The business relied on centralized project management a large support organization and was focused primarily on revenue growth through new installations otobo 2.0 represents a structural pivot we are shifting from installation driven revenue to service revenue we are reducing central overhead while empowering field technicians supported by proprietary ai enabled software importantly our financial focus has shifted from revenue growth to profitability and cash generation. Our model now integrates three core components. First, we provide service and maintenance for behind-the-meter assets, including solar, batteries, generators, and EV chargers. Second, we identify and execute system upgrades, such as adding batteries or load management systems. Third, where applicable, we monetize the installed base through retail energy supply and grid participation. We bundle these services because service establishes the long-term customer relationship. Upgrades expand the asset base per account. Retail and grid services then monetize that portfolio at attractive margins. This creates a recurring high lifetime value customer model. Across both Europe and the United States, there are millions of installed systems that are out of warranty and underserved. When equipment fails, many homeowners and business owners do not have a reliable service provider. This service gap creates significant demand for Etobo. We currently have approximately 8,750 total service subscribers including the energy aid acquisition and nearly 550,000 legacy customers across acquired books. Demand for monitoring and service is proven and our opportunity is to scale the operational infrastructure to serve it efficiently. We are building a proprietary automated platform that reduces cost and increases margin across the organization. AI materially reduces development cycles and lowers engineering requirements. The platform manages intake, diagnostics, dispatch, and scheduling optimization. Field technicians scan parts, and the system automatically generates purchase orders and codes expenses. Every truck and job site is tracked, producing data that continuously improves routing and utilization. This is not experimental technology. It directly reduces operating costs per service event. We do not rely on third-party enterprise software platforms. We own the full technology stack. Our system is integrated across CRM, dispatch, billing, inventory, and operations. It is connected to major solar, battery, and generator manufacturers, enabling predictive maintenance capabilities. Integration of acquired customer books is measured in weeks rather than months. Owning the software stack lowers marginal cost as we scale and protects long-term margin expansion. It is important to clarify that OtoboCare is not a warranty or insurance product. The subscription provides access, monitoring, and priority response. Repair events are billed separately, often at discounted rates from members. Each customer generates revenue across multiple streams, subscription fees, repair events, equipment upgrades, retail power supply where applicable, and participation in grid services. This multi-layered model drives diversified margin per account. Residential customers generate revenue across five service lines, with blended gross margins targeted around 45% over time. For each residential customer, we expect to generate an average of $1,400 per year. Commercial customers generate meaningfully higher revenue per account. The objective is predictable recurring revenue supported by high margin service operations. In the last few months, we've ramped up our M&A activity significantly. These acquisitions fall into two categories. customer books that we buy as a cheap customer acquisition channel, and service companies that we buy the way to scale service capacity and customer books quickly. In the first group, we have Solar and Solis portfolios from last year. And in the second, we have SSP, Freedom and Energy Aid, all of which we acquired in the first two months of this year. We will continue doing more of these deals going forward. grabbing opportunities when they arrive. I will now hand over to Jennifer to go through the financial results for the quarter.

Thanks, John. Good morning. Revenue in Q4 declined 4% year-over-year. This reflects lower installation activity compared to Q4 last year, combined with continued soft market conditions and normal seasonality within the new bulk segment. Gross profit decreased by $25 million compared to Q4 2024. The quarter includes a one-time warranty adjustment of approximately $22 million related to cumulative sales to date. Adjusting for this item, the decrease in gross profit would have been approximately $3 million. Parallel expenses total $57 million in the quarter included $20 million in severance-related costs associated with restructuring initiatives. Other operating expenses were $47 million, broadly in line with last year. Depreciation and amortization amounted to $73 million, primarily driven by a $65 million goodwill impairment related to our French entity. This impairment reflects our strategic decision to move away from new bill-driven growth in France and instead prioritize service and recurring revenue streams. As a result, operating loss for the quarter was $164 million, driven primarily by the goodwill impairment, the one-time warranty adjustment, and lower installation activity. We now have three business segments, new build, recurring services, and field service. New build installations are no longer a strategic priority for us. While we will continue to support existing commitments, we are deliberately reducing our exposure to capital intensive lower margin installations. Our future growth will be driven by recurring services and field services. These segments benefit from significantly lower customer acquisition costs, higher gross margins, and more predictable revenue streams. As a result, we expect our revenue mix to continue shifting towards service and subscription-based income, strengthening margin resilience, improving cash flow visibility, and building a more stable and scalable business model over time. In 2025, we implemented several key cost reduction initiatives to strengthen our operating efficiency and enhance long-term profitability. We expect to realize the full impact of these actions in the first half of 2026. Marketing spend was reduced significantly from $11 million in September to $4 million in December, reflecting a disciplined shift in our customer acquisition strategy. As we move into 2026, we anticipate further reductions as we optimize channel mix and prioritize lower customer acquisition cost platforms. Recurring payroll expenses have been reduced by approximately 40%, following our restructuring efforts. Finally, as we pivot from installation heavy projects towards higher margin service and upgrade offerings, we expect working capital requirements to decline. This transition should improve cash flow dynamics and enhance overall capital efficiency. Year-over-year, total assets decreased by approximately $630 million. This reduction was primarily driven by the divestment of the continental subscription portfolio, the repayment of associated financing, and the deconsolidation of subscription SPVs. Liabilities decreased by $408 million year-over-year, reflecting the repayment of financing tied to the divested portfolio. Cash at quarter end was $54 million, and equity stood at $279 million. As a result, our balance sheet is now materially lighter and better aligned with our capital light service-oriented strategy. The company is structurally less leveraged, less complex, and positioned to generate returns with lower capital intensity growing forward. Now back to John.

My team and I have four priorities for the first half of this year. First, we will pivot Europe away from new installations towards service and battery upgrades. Second, We will scale field services in both the United States and Europe, leveraging OEM or global equipment manufacturing partnerships and make opportunistic acquisitions. Third, we will deploy the endurance AI platform more broadly to capture structural cost savings. Fourth, we will prepare the company for potential dual listing in the United States. We're going to turn Europe to profitability through focused battery upgrades on approximately 24,000 installed systems without batteries, continued scaling of EtoboCare subscriptions, and expansion of service capacity to address out-of-warranty systems. Upgrade sales carry high margins and require minimal incremental marketing spend. The energy aid acquisition adds approximately $20 million in annual revenue and 12,000 service jobs per year, 30 active service vehicles, and nearly 2,800 active residential subscriptions. It is a profitable standalone business with additional cost optimization opportunities through integration into the endurance platform. Our proprietary endurance platform integrates CRM, dispatch, procurement, accounting, and operations into a unified system. Industry service margins typically range from 10 to 20%. With endurance, we target net income margins between 20 and 30% at scale. Software ownership is the primary driver of this margin expansion. Our run rate target unit economics for the service business includes gross margins of approximately 45% and net income margins around 25%. These targets assume scale benefits, AI driven cost savings, and recurring revenue expansion across a growing customer base. The rule is 45, 25, and happy customers. And we're totally focused on making this a realization short term. Thank you for joining us on our question and answer session now. The first question is, how should we think about 2026 profitability if Q4 losses had widened? Jennifer, you want to answer that, please?

Sure. So for Q4, we included some material one-offs, like the goodwill impairment and the warranty expense catch-up. For 2026, we're going to be shifting towards lower customer acquisition cost opportunities and a more capital-like service platform. we're reducing marketing spend and we anticipate the roll-off of our severance expenses. So the better way to track progress is going to be the recurring services metrics and the underlying cost base. We've clearly stated that Q4 2025 expenses, they're not going to be indicative of 2026, and the proper lens is going to be the strategic pivot and the operating model we're building for 2026.

What I would add to that, Jennifer, is that we've made substantial cuts in third-party spend. It was even more substantial from December to January and certainly January to February, and that will continue as February and March. So these are very rapid, deep cuts in spending. and we're going to be in the right position very very quickly here we've moved fast i think q4 is basically the old etobo and q1 is the new etobo substantially substantially different in spending revenue business everything okay uh next one what's the strategic rationale buying energy aid versus building organically and what are the key conditions and timing for close EnergyAid immediately adds scale and density in residential service, roughly 60,000 homes served, 8,000 active customers, got about 20 million in top line revenue. And you look at the recurring customers or the subscription customers, about 3,000 have added to our, so it's a pretty substantial increase. So it's a key fit, both culturally and what our business is in a forward basis as we've laid out here. and previously so it was a nice pickup I would say it definitely makes us for the entire western United States by far no one's even close to us in service for both residential and commercial so it was a key pickup for us and we have some talent there with the founder coming on board as well so looking looking forward to that acquisition I think it's going to be a real shot in the arm and it really de-risk our business plan as we've laid out here and moving forward and getting the company to net income positive in the not too distant future as we've laid out. So if you look at it, it's a nice fit, it's a nice pickup, and we're excited, really excited about it. We expect this to close in the next few weeks. In terms of what conditions to close, we have to do the normal documentation and such, but we feel pretty good about being able to get all that done. Okay. You are doing many acquisitions at once. Is there a risk of a cost increase from this? No. I mean, obviously, as the business grows, there'll be some additional, you know, if you just look at the technicians and so forth, they'll come on board, which is great for us because every truck that's rolling that's fully utilized is additional cash flow straight to the bottom line on that income. Okay. The name of what we're doing here is we are rolling up a number of these service companies and customer books at very attractive valuations in both Europe and the U.S., so you should expect that to continue. In fact, I would say that our pipeline is extremely robust as far as new companies to acquire. and new customer bases to acquire in both Europe and the US. So that's one very positive surprise. The other is that we've had a huge amount of interest and really interesting things going on as our announcement with the joint venture of Green Panel, along with a major global OEM. coming in and turning over service to that joint venture. In Europe, we're also doing that for a number of high-quality manufacturers across the United States and Europe. So those two combinations, as well as with endurance, to cut costs on the overhead side, I would say is going phenomenally well and higher than my personal expectations were as little as 60, 90 days ago. Can you explain more about the JV? We're a little, we cannot give out the name, but it is something that I think is extremely exciting. I would call it a huge, huge opportunity for us. And when you look at, I don't think people have paid attention enough to the scale opportunity and advantage that gives the tovo. in service. So a number of these global manufacturers are looking for somebody that can come in and handle multiple countries and solve all their problems at one time with regards to service. Why that? Because if you go look at our third point, we have 45 gross margin, 25 net, happy customers. They want happy customers too. Why? Because happy customers buy more equipment. Happy customers refer other people to buy their equipment. So it's a hand-in-hand partnership across the board, and this is a very, very exciting opportunity that is quite large, to say the least. And so we're looking forward to that and then also working with the same manufacturer, United States, which we currently already do, and then who knows, maybe there will be some other additional opportunities in countries as well.

pivot away from new build installation they're still doing leasing in Europe still working with Swiss life of course Jennifer you want to answer that sure so the short answer is yes we sold the continental subscription assets but we do retain an 11% stake and we continue as an operating and maintenance partner we also have a structure for continuous asset sales and co-investment so we're still participating but what we're really focused on is a structure that supports a more capital efficient model So yes, we will still be working with Swiss Life and we will still be doing lacing.

Okay. Next question, does the Freedom commercial portfolio change your risk profile? Not at all. It definitely, if anything, improves it. There is a huge opportunity in the commercial side that we can use the same exact platform and even operators with regards to our technicians and helpers in the field. And so we're quite excited about bringing that opportunity on board. And in many cases, a lot of our global manufacturing partners have more problems in the commercial side than the residential, which is a little bit surprising to me at least. So this is an enormous opportunity to be able to, again, fill into more business. This fits exactly in our footprint. that we have and for the most part these are installations in Texas so we're quite excited about this and I'm quite confident that we'll be able to use this to build off into other commercial opportunities both in the United States and in Europe so this is another really good deal All right, next. Can we talk about the use of proceeds from the private placement we announced? Yes. So we have a slide here. This is our best estimate at this point in time, about $6 million on the energy aid acquisition, $3 million for major OEM partnership. What would that go to? So think, you know, trucks, think warehouses, think inventory. dual listing. I think we've been conservative here, but put about $2 million. So this will be fully funded. You expect us to move quite briskly down the path to make that a reality. And then when you look at the balance of this, of course, can be transaction fees with our banker partners and lawyers. and then it will supply, in theory, a little bit more capital for our additional M&A activity that I aforementioned. Our pipeline remains quite strong and robust, and you should see much more activity out of this as you have in the past 60 days or so. Okay. Seems to be no further questions. So excited about what we've been able to announce. I think it's safe to say that most people are pretty blown away about how fast we've been able to move, how Big of a change we've been able to make in such a short period of time. I wish we could share some of the information that we've had over the last few weeks, but we'll have to wait to that until our Q1 call. But very excited about the pivot, very committed to having a very strong pivot and being able to get the company moving in a profitable direction very quickly. So thank you for joining us. Look forward to speaking with each of you, and have a good day.