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Argeo AS

Quarterly Report Nov 21, 2024

3540_rns_2024-11-21_9b5aed3b-84e9-4033-be45-21ac21d163d2.pdf

Quarterly Report

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Q3 Report

2024

Contents

CEO Letter 3
Financial Highlights 4
Main events Q3 2024 5
A complete subsea provider 6
Our verticals 7
Market Report 8
Q3 2024 Financials 9
Notes 13
Argeo Fleet & Assets 17
Argeo Technology 18
ESG 20
Contact 23

I am pleased to present our third quarter results for 2024 proving continuous growth quarter over quarter and YoY increase:

We deliver a quarter showing improvement in all key financials from our second quarter report resulting from good utilization of all vessels and assets and efficient project execution.

Argeo Venture has delivered good performance in the quarter on the TotalEnergies Venus project and completed the first AUV part of the program ahead of time. The vessel has since undergone a planned reconfiguration rigging to deliver deep-water geotechnical work as the final project delivery.

The Hugin 6000 containerized system was mobilized onto the chartered vessel Ocean Guardian for RWE Canopy project offshore California and Argeo Searcher starting up for Woodside on the Calypso project in Trinidad & Tobago meaning we had three operational vessel spreads working across two continents and serving three major clients in both the O&G and the Renewables sector. Both Ocean Guardian and Argeo Searcher operations was completed on time and on budget.

Backlog

Total firm backlog 2024 currently stands at USD 71 million, not including Suriname Multiclient project, which will be reported separately in quarters to follow. Produced revenues from this backlog YTD was USD 48 million (Q3'24 USD 23 million), remaining reported backlog currently stand at USD 23 million.

Health, Safety, Environment & Quality

YTD-2024 we have completed significant operational and organisational growth both onshore and offshore. The entire team has shown dedication and focus, reaching, and in some areas, exceeding our corporate HSEQ KPI targets. Achieving a Total Recordable Incident Frequency (TRIF) under 0.6 with zero LTIs over 775,000 exposure hours underscores our solid commitment to safety. This performance highlights our dedication to maintaining a safe working environment.

Innovation & Technology

We have continued to strengthen our intellectual property protection, and we have in total been granted seven patents. Our digital platform "Argeo SCOPE" has been significantly upgraded with new features, and it plays a key role as a global commercial business to business (B2B) digital sales and product platform to the industry. Argeo SCOPE plays a key role in our quality control and data review processes offshore and onshore.

Both vessels now have geotechnical capabilities and Argeo Venture is already in full deep-water geotechnical operation. The Hugin fleet continues to perform well with good performance numbers and production rates.

CEO LETTER

CEO LETTER

Key Q3 2024 financial highlights include:

All amounts in USD million (Q3 2023 in brackets)

  • Revenue: 23.0 (336% increase from 5.3 in Q3 2023)
  • EBITDA: 5.4 (improvement of 7 from -1.6 in Q3 2023)
  • EBIT: 2.7 (improvement of 5.5 from -2.8 in Q3 2023)
  • Net profit: 0.5 (improvement of 4 from –3.5 in Q3 2023)
    -

Remaining Backlog: USD 23 million

(Note: Figures are in accordance with IFRS accounting principles.)

Trond E. Figenschou Crantz CEO

Financial Highlights REVENUE

USD 23.0 million (5.3 million)

REVENUE PAST YEAR

Financial highlights (Q3 2023 in brackets)

EBIT USD 2.7 million (-2.8 million)

REMAINING BACKLOG USD 23 million (45 million)

EBITDA USD 5.4 million (-1.6 million)

NET PROFIT USD 0.5 million (-3.4 million)

Main Events Main events Q3 2024

  • Completed RWE project
  • Completed Woodside project
  • Completed AUV-scope in Namibia

Subsequent events Q3 2024

  • Argeo enters 8-year Multi Client agreement with National Energy Company Staatsolie in Suriname
  • Argeo announces a \$13M deal in strategic equipment optimization
  • Argeo Successfully Uplisted to Euronext Oslo Stock Exchange

A complete subsea service provider

from acquisition to actionable data

Argeo is a complete subsea service provider operating in three major verticals, oil & gas, marine minerals, and the renewables sector. We offer a unique package combining robust vessels, superior AUV's, advanced sensors and digital imaging technology and an intuitive digital platform that collects complex data and brings this to life. With our own vessels and superior AUV's we are fast, flexible and in a unique position to offer full lifecycle services. Our services include survey, inspection, maintenance, and repair, increasing efficiency and reducing carbon footprint for our customers.

Vessels ROBUST AND MODERN

Final product TURNKEY

Sensor systems UNIQUE PATENTED

Bringing complex data to life

in three key verticals

Argeo conducts ocean surveys & inspections using autonomous robotic solutions for three key markets, Oil & Gas, Marine Minerals and Renewables Oil & Gas

Argeo provides comprehensive services for the oil and gas industries, specializing in Inspection, Maintenance, Repair, and Survey (IRMS).

Our offerings include greenfield development, route survey connections with the installation of Floating Production Storage and Offloading units (FPSOs), and the inspection of existing pipelines, power cables, and subsea infrastructure. We conduct detailed subsea inspection programs and handle general maintenance activities. Additionally, we offer seismic support operations for Ocean Bottom Node (OBN) in collaboration with Shearwater Geo.

More cost-efficient survey and inspection giving our clients

• Faster inspections

  • Faster project turnaround
  • Lower CO2 footprint
  • Safer operations with lower HSE risk

Easy access to actionable data

  • Rapid decision ready data to clients during mission and project lifecycle
  • Intuitive visualizations of complex data

Marine Minerals

Argeo work with marine minerals companies and geological institutions to conduct exploration surveys for new licenses and resource estimation. They also perform environmental assessments before and after exploration and extraction activities.

Renewables

Argeo provides advanced survey and inspection services to the offshore wind industry using cutting-edge technology.

Our offerings include pre-installation and route surveys (IRMS), cable burial inspection, and underwater data collection for new areas. Argeo supports wind farm construction, infrastructure inspections, and offers multi-client services for greenfield acreage. These solutions ensure efficient and safe installation of wind turbines, promoting sustainable ocean wind energy.

Market report

Market report

Strong strategic position across key verticals and geographic regions

Argeo continues to reinforce its strategic position within our primary verticals, capitalizing on a flexible asset deployment strategy that maximizes vessel spread utilization and asset productivity across industries. This approach has been instrumental in driving consistent engagement with tier 1 clients and capturing valuable market share in our core sectors.

In Q3, Oil & Gas has been the dominant sector, generating 64% of our revenue and underscoring the enduring demand for our services in this area. Marine Minerals has shown steady traction, contributing 19% to our revenue as we deepen our role in this rapidly emerging market. Additionally, Renewables accounted for 14% of revenues, reflecting our growing footprint in offshore wind. The remaining 3% came from rentals and other activities, demonstrating a diversified revenue stream across verticals.

Our operations this quarter comprised 80% survey work, with the remaining 20% focused on exploration within the Marine Minerals sector. This balanced portfolio of activities highlights our capacity to meet client needs across the project lifecycle, from discovery to detailed survey and analysis

Geographically, our revenue distribution showcases a solid footprint in key markets. EMEA led with 56% of revenues, underscoring our established position in this region. The NSA region contributed 24%, indicating expanding traction in the Americas, while APAC accounted for the remaining 19%, as we continue to grow our presence in this dynamic market.

Q3 2024 FINANCIALS

Revenue

Revenue for Q3 2024 was USD 23.0 million, compared to USD 5.3 million in Q3 2023. Revenue in Q3 2024 is mainly from the contracts with TotalEnergies in Namibia, RWE in California and Woodside in Trinidad and Tobago.

Cost

Cost of sales in Q3 2024 was USD 16.2 million, compared to USD 6.4 million in Q3 2023. Main reason for the increase is having three vessels in activity in Q3 2024 compared to one in the previous quarter, combined with higher operating cost in the area of operation.

Selling, general and administrative expenses increased from USD 0.5 million in Q3 2023 to USD 1.4 million in Q3 2024. The increase is reflecting a buildup of the organization to handle more activity with three vessels in operation in Q3 2024.

EBITDA

EBTIDA was USD 5.4 million in Q3 2024, compared to minus USD 1.6 million in Q3 2023.

Depreciation and amortisation

Depreciation and amortisation increased from USD 1.2 million in Q3 2023 to USD 2.7 million in Q3 2024. The increase in Q3 2024 is due to depreciation on the new assets Argeo Venture and two Hugin Superior AUV's. There is also an increase due to depreciation on the IFRS 16 Right-of-use assets bareboat charter of Argeo Searcher and office leases.

Financial items

Net financial loss in Q3 2024 was USD 2.2 million and includes currency exchange loss amounting to USD 0.5 million. Net financial loss in Q3 2023 was USD 0.6 million.

Net Profit/ Loss

Net profit for Q3 2024 was USD 0.5 million compared to a net loss of USD 3.5

million in Q3 2023.

Balance Sheet

Total non-current assets at the end of the period were USD 75.3 million. Of this, Right-of-use assets amounted to USD 27.2 million consisting of the bareboat charter Argeo Searcher, two Hugin Superior leases and office leases. Property, plant and equipment was USD 43.1 million in the end of the quarter, and is mainly one Hugin 6000 AUV, the Argus USV, the vessel Argeo Venture and lease additions to Argeo Searcher. The two SeaRaptor AUV's were sold in the quarter.

Cash and cash equivalents balance was USD 5.5 million at the end of the quarter, compared to USD 5.3 million at year end 2023.

Total liabilities at the end of the quarter were USD 54.9 million, compared to USD 36.6 million at the end of 2023. The increase is mainly due to new lease for a Hugin Superior, and a new loan for Argeo Venture.

Shares1

In April 2024, Argeo concluded its subsequent offering of 11,000,000 new shares at NOK 2.75 per share, raising gross proceeds of NOK 30,250,000.

In June 2024, Argeo did a consolidation (reverse split) of the Company's shares in the ratio 5:1. The new share capital of the Company after the reverse share split is NOK 22,208,174.50 divided into 44,416,349 shares, each with a nominal value of NOK 0.50.

As per 30 September 2024, a total of 1 526 054 options are outstanding in connection with the Company's share option program. 29 000 have vested and has a strike price of NOK 41. 1 487 000 options have a strike of NOK 16. The remaining 10 000 options are formalised as warrants ("Tranche 1 Warrants"). Exercise price for these is NOK 4.15, and all have vested.

In connection with the private placement in April 2021, the Company's general meeting approved the issuance of 750,000 new warrants to the existing shareholders of the Company before the private placement ("Tranche 2 Warrants"). 375 000 of these warrants expired in April 2023, and 258 103 was replaced with share options granted 23 January 2024. The remaining 116 897 Tranche 2 Warrants can be exercised at NOK 0.50 given a demonstrated share market price appreciation of three times the Subscription Price within a period of 4 years. The Subscription Price in the private placement in April 2021 was NOK 41 per share.

Financial statements

1 Historical numbers are adjusted for the reverse share split made in June 2024

Consolidated interim statement of comprehensive income Consolidated interim statement of financial position

Peter A. Hooper Board member

Lars Petter Utseth

Board member

Board member Nina Bjærum Inger Berg Ørstavik Board member

Trond F. Crantz CEO

Hugo Lima Santos Employee representative

Liam Flood Employee representative

Consolidated interim statement of compre-

hensive income

Intangible assets
6
4,657
3,790
-
-
Revenues
22,993
5,269
48,124
9,085
17,724
9,467
15,664
25,131
2,438
1,379
3,816
4
Right-of-use assets
27,156
18,456
17,724
9,467
15,664
-
-
Total revenues
22,993
5,269
48,124
9,085
25,131
2,438
1,379
3,816
Property, plant and equipment
5
43,148
36,250
Cost of sales
16,229
6,402
31,745
11,476
9,827
-5,328
-10,188
-
-
-15,517
-2,691
-2,383
-5,074
Multi-client inventory
343
699
7,898
4,139
5,475
-
-
Gross profit
6,764
-1,134
16,379
-2,391
9,615
-253
-1,004
-1,257
Investment in joint venture
-
152
-
-
Selling, general and administrative expenses
1,364
486
3,852
1,724
878
-1,230
-1,258
-2,488
-668
-570
-1,238
Total non-current assets
75,304
59,347
-
-
Depreciation and amortisation
2,664
1,200
7,045
3,135
1,464
-1,801
-2,579
-4,380
-801
-1,134
-1,935
5,6
Trade receivables
4,095
219
Other receivables
10,307
4,071
-
-
-6,868
-1,469
-1,704
-3,172
Total operating expenses
4,028
1,686
10,896
4,859
2,342
-3,031
-3,837
Cash and cash equivalents
5,457
5,340
-
-
Operating profit (loss)/EBIT
2,736
-2,820
5,482
-7,250
5,556
1,108
1,638
2,746
-1,722
-2,708
-4,430
Contract assets
605
552
-
-
Share of results from joint venture
-
-21
-66
-61
21
-18
-47
-66
-18
-21
-40
Other current assets
2,139
2,073
-
-
Finance income
7
10
25
22
-3
4
14
18
8
4
12
Total current assets
22,603
12,254
-
-
Finance expense
1,737
378
4,683
1,122
1,359
-1,144
-1,802
-2,946
-401
-343
-744
7
Total assets
97,907
71,601
-
-
Net exchange gains/(losses)
-517
-256
805
940
-261
2,036
-714
1,322
785
411
1,196
All amounts in USD 1,000
-
Note
-
Net financial items
-2,247
-645
-3,919
-221
-1,602
878
-2,550
-1,672
374
50
424
Share capital
9
2,163
1,890
-
-
Profit/(loss) before tax
489
-3,465
1,563
-7,470
3,954
1,986
-911
1,074
-1,348
-2,658
-4,006
Share premium
68,992
62,204
-
-
Income tax expense
-
0
-2
77
-0
2
0
2
-97
19
-77
Other capital reserves
2,280
1,734
-
-
Net profit/(loss) for the period
489
-3,465
1,565
-7,548
3,954
1,987
-911
1,076
-1,445
-2,638
-4,083
Other equity
-30,432
-30,818
-
-
-
Total equity
43,003
35,010
-
-
-
Other comprehensive income
Non-current interest-bearing liabilities
7
12,848
4,940
Items which may subsequently be reclassified to profit or loss:
-
-
-
Non-current lease liabilities
17,871
13,112
Non-current provisions
1
2
-
-
Exchange differences on translation of foreign operations
502
209
-1,179
-996
292
-2,368
687
-1,681
-872
-333
-1,205
Total non-current liabilities
30,720
18,053
-
-
292
-2,368
687
Other comprehensive income for the period
502
209
-1,179
-996
-1,681
-872
-333
-1,205
Current interest-bearing liabilities
7
2,633
2,394
-
-
4,246
-381
-224
Total comprehensive income for the period
991
-3,256
386
-8,544
-605
-2,317
-2,972
-5,289
Trade payables
10,680
6,456
Current lease liabilities
7,560
4,751
Earnings per share
Current provisions
1,163
432
Basic EPS - profit or loss attributable to equity holders (USD)
0.01
-0.19
0.04
-0.37
Contract liabilities
-
2,225
11
Other current liabilities
2,148
2,280
Diluted EPS - profit or loss attributable to equity holders (USD)
0.01
-0.19
0.04
-0.37
11
Total current liabilities
24,185
18,537
Total liabilities
54,905
36,590
Net profit/(loss) for the year attributable to:
Total equity and liabilities
97,907
71,601
Equity holders of the parent company
489
-3,465
1,565
-7,548
Total comprehensive income attributable to:
All amounts in USD 1,000 Note Q3 2024 Q3 2023 YTD Q3 2024 YTD Q3 2023 Q3 24 vs Q3 23 All amounts in USD 1,000
Q1-2024 Q2-2024
YTD Q2
Control
Note
30/09/24
Q1-2023 Q2-2023 YTD Q2
Control
31/12/23
Equity holders of the parent company 991 -3,256 386 -8,544 Oslo, 21 November 2024

Consolidated interim statement of financial position

Jan P. Grimnes Chair of the Board

Consolidated interim statement of changes in equity Consolidated interim statement of cash flows Consolidated interim statement of chang-

es in equity

All amounts in USD 1,000 Paid-in equity Other equity
Share
capital
Share
premium
Other capital
reserves
Cumulative
translation
differences
Retained
earnings
Total equity
Equity 01/01/2023 565 27,356 1,640 -2,191 -12,766 14,604
Net profit or loss for the period - - - - -7,548 -7,548
Other comprehensive income - - - -996 - -996
Total comprehensive income for the period - - - -996 -7,548 -8,544
Issue of share capital (Note 9) 203 8,251 - - - 8,454
Registration of shares from December 2022 213 -213 - - - -
Share-based payment (Note 10) - - 93 - - 93
Equity 30/09/2023 982 35,393 1,733 -3,187 -20,314 14,608
Paid-in equity Other equity
Share
capital
Share
premium
Other capital
reserves
Cumulative
translation
differences
Retained
earnings
Total equity
Equity 01/01/2024 1,890 62,204 1,734 -1,117 -29,701 35,010
Net profit or loss for the period - - - - 1,565 1,565
Other comprehensive income - - - -1,179 - -1,179
Total comprehensive income for the period - - - -1,179 1,565 386
Issue of share capital (Note 9) 273 6,788 - - - 7,061
Share-based payments (Note 10) - - 546 - - 546
Equity 30/09/2024 2,163 68,992 2,280 -2,296 -28,136 43,003

Consolidated interim statement of cash flows

All amounts in USD 1,000 Note Q3 2024 Q3 2023 YTD Q3 2024
Cash flow from operating activities
Profit/loss before tax 489 -3,465 1,563
Adjustments to reconcile loss before tax to net cash flow
Net financial items 2,247 645 3,919
Depreciation, amortisation, and impairment 2,664 1,200 7,045
Share-based payment expense 246 8 546
Loss on sale of equipment 82 - 82
Working capital adjustments
Changes in trade and other receivables 5,822 1,127 -7,490
Changes in contract assets and other current assets 1,209 -484 -120
Changes in trade payables -3,267 747 4,224
Changes in provisions 295 163 730
Changes in contract liabilities and other current liabilities -1,776 315 -2,356
Net cash flows from operating activities 8,012 257 8,143
Cash flow from investing activities
Purchase of property, plant and equipment -1,745
0
-390
-
-17,227
-122
Investment in joint venture 876 - 876
Proceeds from disposals of property, plant, and equipment
Investment in Multi-client - - 292
Development expenditures -440
4
-328
3
-1,043
24
Interest received
Net cash flows from investing activities
-1,305 -714 -17,201
Cash flow from financing activities
Proceeds from issuance of equity -0 624 7,061
Repayments of long term debt -853 -556 -2,606
Proceeds from long term debt - 4 14,000
Payments for principal for the lease liability -1,161 -86 -4,644
Payments for interest for the lease liability -848 -115 -2,437
Interest paid -808 -65 -1,843
Net cash flows from financing activities -3,670 -194 9,530
Net change in cash and cash equivalents 3,036 -650 473
Cash and cash equivalents at beginning of the period 2,701 1,147 5,340
Net foreign exchange difference -280 -384 -355
Cash and cash equivalents at the end of the period 5,457 114 5,457

Note 1 General information

Argeo ASA ("the Company") is open for trading on Oslo Børs, with the ticker symbol ARGEO. The Company is incorporated and domiciled in Norway with principal offices located at Nye Vakås vei 14, 1395 Hvalstad, Norway.

Argeo ASA and its subsidiaries (collectively "the Group" or "Argeo") offers services and technical solutions to the surveying and inspection industry.

The interim consolidated financial statements of the Group for the nine months ended 30 September 2024 were authorised for issue in accordance with a resolution of the Board of Directors on 21 November 2024.

Note 2 Basis of preparation and significant accounting policies

The interim consolidated financial statements of the Group comprise consolidated statement of comprehensive income, consolidated statement of financial position, consolidated statement of cash flows, consolidated statement of changes in equity and selected explanatory notes.

The interim consolidated financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by The European Union ("EU"). The interim consolidated financial statements are unaudited.

The interim consolidated financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with Argeo's 2023 consolidated financial statements, which is available at www.argeo.no. The accounting policies adopted in the preparation of the interim consolidated financial statements are consistent with those applied in the preparation of the Group's consolidated annual financial statements for the year ended 31 December 2023.

The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.

The interim consolidated financial statements have been prepared on a historical cost basis. All figures are presented in United States dollar ("USD") thousands (USD 1,000), except when otherwise stated.

Further, the interim consolidated financial statements are prepared on a going concern assumption.

Presentation and functional currency

Argeo ASA has Norwegian krone (NOK) as its functional currency and its subsidiaries have NOK, USD, GBP or Brazilian real (BRL) as their functional currencies. The Group presents it's interim consolidated financial statements in USD to provide the primary users of the financial statements with more convenient information.

Note 3 Significant accounting judgements, estimates and assumptions

The preparation of the interim consolidated financial statements in accordance with IAS 34 and applying the chosen accounting policies requires management to make judgements, estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. The estimates and the underlying assumptions are reviewed on an ongoing basis.

The Group calculates the period income tax expense using the tax rate that would be applicable to the expected total annual earnings.

In preparing the interim consolidated financial statements, the significant judgments, estimates and assumptions made by management in applying the Group's accounting policies and the key source of estimation uncertainty were the same as those applied to the Group's annual financial statements for the year ended 31 December 2023.

Customer Areo Timing Q1-24 Q2-24 Total

Dec 23 - Jan

24 5,420 153 5,573

Feb 24 - June

24 2,743 5,350 8,093

YTD YTD
Specification of revenue from contracts with customers (USD 1,000): Q3 2024 Q3 2023 Q3 2024 Q3 2023
Revenue from contracts with customers 22,993 4,563 46,764 6,839
Rental income - 706 1,360 2,246
Total revenues 22,993 5,269 48,124 9,085
Geographical markets (USD 1,000) Q3 2024 Q3 2023 YTD
Q3 2024
YTD
Q3 2023
Africa 9,997 - 25,674 -
Asia 1,262 - 9,355 -
Americas 11,657 - 11,657 -
Europe 77 4,563 78 6,839
Total revenue from contracts with customers 22,993 4,563 46,764 6,839

Trinidad Americas

Aug 24 - Sep

24 0

Note 4 Revenues Note 4 Revenues

Apr 24 - Dec

24 10,104 10,104

Norway, Rental

Sep 22 - May

24 1,199 1,199

RWE, Cali-

fornia Americas 0 0

Misc:

Office rental

Tromsø etc Norway 105 56 161

Total 9,467 15,663 25,130

10.239 10.698 10.482 10.847

Argeo has one operating segment focused on the delivery of subsea services. The operating segment is reported in a manner consistent with the internal reporting to the Board of Directors (the Group's chief operating decision-maker).

The Group's revenue from contracts with customers arise primarily from the performance of subsea services in accordance with customer specifications.

USD 1,000 Vessels AUV, USV 1) Misc. Equipment Office equipment Total USD 1,000 Development Software Patents and licenses
Acquisition cost 1 January 2023 844 20,301 558 361 22,063 Acquisition cost 1 January 2023 1,675 871
Additions 20,259 298 365 143 21,064
Sale equipment - - -169 - -169
Currency translation effects - - -
Acquisition cost 31 December 2023 21,102 20,598 754 504 42,959
Additions 14,877 1,461 617 272 17,227
Currency translation effects - 66 - -1 65
Sale equipment - -11,470 - - -11,470
Acquisition cost 30 September 2024 35,980 10,656 1,371 775 48,781
Amortisation charge for the year -
Vessels
AUV,USV
130
Misc. Equipment
Acc.dep. & impairment 1 January 2023 - 858 210 130 1,198 Currency translation effects
Acquisition cost 31
-
21,102,390
28
20,597,088
753,943 504,706 42,958,127
Depreciation for the year 344 2,411 125 142 3,022 Additions 10,784,929 159,729 374,081
Impairment for the year - 2,700 - - 2,700 Currency transla- 0 56,326
Sale equipment - - -133 - -133 Acquisition cost 31 31,887,320 20,813,143 1,128,024 553,247 54,381,734
Currency translation effects - -52 - -26 -78 Additions 2,970,047 749,375 226,917 166,346 4,112,686
Acc.dep. & impairment 31 December 2023 344 5,917 202 246 6,709 Currency transla- 0 0
Depreciation for the period 1,559 2,099 117 150 3,927 Acquisition cost 30 34,857,367 21,562,518 1,354,942 720,013 58,494,840
Sale equipment - -5,012 - - -5,012
Currency translation effects - 10 - -0 10
Acc.dep. & impairment 30 September 2024 1,903 3,014 320 396 5,633
Economic life 5 years 5 years
Depreciation method Linear Linear
Carrying amount 31 December 2023 20,759 14,681 552 259 36,250 0
Acc.dep. & impair-
343,820 5,914,904 203,684 245,643 6,708,050
Carrying amount 30 September 2024 34,076 7,641 1,051 379 43,148 -0
Depreciation for
225,651 511,967 14,830
Currency transla- 0 7,352
Economic life 5-10 years 7 years 3-5 years 3 years Acc.dep. & im- 569,471 6,434,222 218,514 286,276 7,508,484
Depreciation method Linear Linear Linear Linear Depreciation for 634,815 1,054,898 40,506

Note 5 Property, plant and equipment Note 5 Property, plant and equipment Note 6 Intangible assets

Acc.dep. & impair- 1,204,286 7,484,391 259,020 338,589 9,286,287

USD 1,000 Development Software Patents and licenses Total
Acquisition cost 1 January 2023 1,675 871 203 2,748
Additions 1,509 - 14 1,523
Currency translation effects 9 -9 - -
Acquisition cost 31 December 2023 3,192 862 217 4,271
Additions 1,043 - - 1,043
Currency translation effects 17 -40 - -23
Acquisition cost 30 September 2024 4,253 822 217 5,292
Acc. amortisation 1 January 2023 - 247 36 282
Amortisation charge for the year -
Vessels
AUV,USV
130
Misc. Equipment
40
Office
Total
170
Currency translation effects - 28 - 28
Acc. amortisation 31 December 2023 - 405 76 481
Amortisation charge for the period - 123 33 155
Currency translation effects - -2 - -2
Acc. amortisation 30 September 2024 - 526 109 635
Carrying amount 31 December 2023 3,192 457 141 3,790
Carrying amount 30 September 2024 4,253 296 109 4,657
Economic life 5 years 5 years 5 years

Note 6 Intangible assets

Currency transla- 0 -4,729 0 137 -4,592 The capitalised development costs in Q3 2024 are mainly related to development of Argeo's digital twin solution "Argeo Scope", and various sensor solutions.

Additions in Q3 2024 are mainly related to reactivation and upgrade cost for the vessel Argeo Venture.

In August 2024 the Group signed an agreement for the sale of two SeaRaptor 6000 AUVs. The total consideration comprise a cash payment of USD 3.5 million and a write off of the seller's credits related to the AUVs of USD 3.5 million (refer to note 7). The cash consideration is paid in instalments whereas 25% was paid in Q3 2024, 50% was paid in Q4 2024 and the remaining 25% is due in February 2025. The net loss from the sale of USD 82 thousand is presented on the line item Selling, general and administrative expenses in the Consolidated interim statement of comprehensive income.

No indicators for impairment of property, plant and equipment were identified for the nine months ended 30 September 2024.

1) Autonomous Underwater Vehicles (AUV) and Unmanned Surface Vessels (USV).

No indicators for impairment of property, plant and equipment were identified for the six months ended 30 September 2024.

Note 7 Interest-bearing debt

Note 7 Interest-bearing debt

Non-current interest-bearing liabilities (USD 1,000) Interest rate Maturity 30/09/2024 31/12/2023
Seller's credit - A 12.80% 2026 - 1,971
Seller's credit - B 14.10% 2026 - 691
Seller's credit - C 14.10% 2025 - 293
Loan Innovation Norway - A 8.20% 2025 - 5
Loan Innovation Norway - B 8.20% 2026 86 177
Loan Innovation Norway - C 8.20% 2028 1,507 1,802
Loan Argeo Venture 2029 11,255 -
Non-current interest-bearing debt 12,848 4,940
Current interest-bearing liabilities (USD 1,000) Interest rate Maturity 30/09/2024 31/12/2023
Seller's credit - A 12.80% 2026 - -
Seller's credit - B 14.10% 2026 - -
Seller's credit - C 14.10% 2025 1,008 2,096
Loan Innovation Norway - A 8.20% 2025 9 16
Loan Innovation Norway - B 8.20% 2026 114 118
Loan Innovation Norway - C 8.20% 2028 317 164
Loan Argeo Venture 2029 1,185 -
Current interest-bearing debt 2,633 2,394

Loans from Innovation Norway

The Group had three loans from Innovation Norway at the end of September 2024, all bearing an interest at 8.20%*.

The Group has covenants related to the Innovation Norway funding (Loan Innovation Norway – C). The covenants are measured half-yearly based on the Group's ordinary financial reporting. The Group was compliant with all covenants as of 30 September 2024.

Assets pledged as security for secured liabilities

All three loans from Innovation Norway are secured with machinery and plant in Argeo Survey AS, Argeo ASA and Argeo Robotics. Further, the loans are secured with 50% of the shares in H1000 JV AS, a parent company guarantee from Argeo ASA, and trade receivables in Argeo Survey AS.

Seller's credits

The Group has seller's credits related to purchases of AUVs.

Loan Argeo Venture

In February 2024 the Group entered into a sale-and-leaseback transaction involving the Company's vessel Argeo Venture. The transaction has been accounted for as a financing arrangement.

*Innovation Norway may adjust the interest rate with a six week notice upon changes in underlying market rates.

In August 2024 the Group signed an agreement for the sale of two SeaRaptor 6000 AUVs. As a part of the total consideration, the seller's credits related to these assets were written off (seller's credit A and B). Refer to note 5 for further information regarding the sale.

Note 8 Fair value measurement

Fair value disclosures

Management has assessed that the fair values of cash and cash equivalents, trade and other receivables, trade payables and other current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

Interest-bearing debt

Note 9 Share capital and shareholders information Note 9 Share capital and shareholders information

For the interest-bearing liabilities, the fair values are not materially different from their carrying amounts, since the interest payable on those borrowings is close to current market rates. The fair values of Interest-bearing liabilities are based on discounted cash flows using the current borrowing rate.

Issued capital and reserves:

Share capital in Argeo AS Number of shares issued and fully paid Par value per share (NOK) Financial position (USD 1,000)
At 1 January 2023 51,096,960 0.1 565
Share capital increase January 21,783,840 0.1 213
Share capital increase February 3,124,368 0.1 31
Share capital increase February 139,337 0.1 1
Share capital increase June 15,576,168 0.1 146
Share capital increase July 2,670,531 0.1 25
Share capital increase October 78,125,000 0.1 721
Share capital increase November 20,123,625 0.1 186
Share capital increase December 260,095 0.1 2
At 31 December 2023 192,899,924 0.1 1,890
Share capital increase March 18,181,818 0.1 172
Share capital increase April 11,000,000 0.1 101
Share capital increase June 3 0.1 0
Reverse share split (1:5) June -177,665,396 0.5
At 30 September 2024 44,416,349 0.5 2,163

Shareholders in Argeo AS

at 30 September 2024 Total shares Ownership/voting rights
KISTEFOS AS 6,524,368 14.7%
SHEARWATER GEOSERVICES HOLDING AS 4,024,725 9.1%
LANGEBRU AS 2,500,000 5.6%
PRO AS 1,889,560 4.3%
SPAREBANK 1 MARKETS AS 1,558,186 3.5%
REDBACK AS 1,358,903 3.1%
ØSTERBRIS OFFSHORE AS 1,290,909 2.9%
NORDNET LIVSFORSIKRING AS 1,231,738 2.8%
ASCENT AS 1,089,316 2.5%
DNB Markets Aksjehandel/-analyse 840,000 1.9%
DNB BANK ASA 700,830 1.6%
RANUM 515,000 1.2%
Nordnet Bank AB 486,909 1.1%
TROPTIMA AS 366,194 0.8%
HUNDERI HOLDING AS 348,788 0.8%
HAUGEN 347,360 0.8%
Carun Holding AS 342,315 0.8%
LINDVARD INVEST AS 333,933 0.8%
Performa Consulting AS 326,194 0.7%
BERGSTÅ 300,000 0.7%
Other 18,041,121 40.6%
Total 44,416,349 100%

10 Share-based payment

Employees (including members of Executive management) and the Board of Directors receive remuneration in the form of share-based payment (options and warrants). As per 30 September 2024, the Group had 1,516,054 outstanding options and 10,000 outstanding warrants, with a weighted average strike price of NOK 16.48 and NOK 4.15, respectively.

On the 23rd of January 20241) the Group granted 1,501,000 share options which will vest 1/3 each year over a total vesting period of 3 years. The last possible exercise date is 5 years from the grant date. The grant replaces 111,000 outstanding share options from the grant in December 2021 and 7,200 of the "Tranche 1" warrants, and 516,213 of the "Tranche 2" warrants.

The new awards in 2024 have been assessed to represent a replacement of the original awards from 2021. The incremental value arising from the granting of the replacement awards in 2024 is recognised over the vesting period of the replacement award.

The Group recognised USD 546 thousand of share-based payment expense in the consolidated statement of comprehensive income for the nine months ended 30 September 2024.

As at 30 September 2024, the Group has recognised a social security provision for share-based payment of USD 1 thousand.

1) Historical numbers are adjusted for the reverse share split in June 2024.

11 Earnings per share

The following table reflects the income and share data used in the basic and diluted EPS calculations:

USD Q3 2024 Q3 2023 YTD Q3 2024 YTD Q3 2023
Profit/(Loss) attributable to ordinary equity holders 488,863 -3,464,713 1,565,166 -7,547,849
Weighted average number of ordinary shares - for basic EPS 44,416,349 18,715,687 42,448,183 20,612,646
Weighted average number of ordinary shares adjusted for the effect of dilution* 46,059,237 19,303,240 44,005,130 21,569,548
Basic EPS - profit or loss attributable to equity holders of the Company 0.01 -0.19 0.04 -0.37
Diluted EPS - profit or loss attributable to equity holders of the Company* 0.01 -0.19 0.04 -0.37

*For Q3 2023 and YTD Q3 2023 the ordinary shares are not adjusted for the effect of dilution as the effect of including the additional shares is antidilutive.

12 Events after the reporting period

Adjusting events

There have been no adjusting events subsequent to the reporting period.

Non-adjusting events

On 24 October 2024, Argeo uplisted from Euronext Growth Oslo to Euronext Oslo Børs.

On 21 October 2024, Argeo announced a USD 13 million transaction to optimise its equipment pool and enhance operational efficiency. This includes divesting non-strategic equipment and executing a sale lease-back agreement for its upgraded Hugin 6000.

There have been no other significant non-adjusting events subsequent to the reporting period.

Alternative performance measures

Alternative performance measures

This section includes information about alternative performance measures (APMs) applied by the Group.

These alternative performance measures are presented to improve the ability of stakeholders to evaluate the Group's operating performance.

The Group applies the following APMs:

EBITDA

The Group's earnings before interest, tax, depreciation and amortisation (EBITDA) is used to provide consistent information on the Group's operating performance relative to other companies, and is frequently used by analysts, investors and other stakeholders when evaluating the financial performance of the Group. EBITDA, as defined by the Group, includes total revenue and other income and excludes depreciation, amortisation and impairment loss. A reconciliation of EBITDA is presented below.

Alternative performance measures

EBITDA (USD 1,000) Q3 2024 Q3 2023 YTD Q3 2024 YTD Q3 2023
Total revenues and other income 22,993 5,269 48,124 9,085
Cost of sales 16,229 6,402 31,745 11,476
Selling, general and administrative expenses 1,364 486 3,852 1,724
EBITDA 5,400 -1,619 12,527 -4,115
EBITDA margin 23.5 % -30.7 % 26.0 % -45.3 %

Vessels ROBUST AND MODERN

With the most advanced fleet available Superior capacity

Argeo Searcher Argeo Venture

AUV's SUPERIOR

Hugin Superior

Hugin 6000/1000

Q1 2025 (option)

EFFICIENT

Argeo Electromagnetic sensor system Advanced Robotics

ARGEO LISTEN ARGEO WHISPER ARGEO DISCOVER

Inspection of subsea cathodic protection systems

  • Marine Mineral exploration
  • General site survey
  • Tracking/burial depth of "dead" power cables
  • Tracking buried pipelines
  • Detection of Unexploded Ordnance (UXO)
  • Marine Minerals exploration

Marine Minerals exploration

with Argeo SCOPE digital solution Turn key final product

Cloud-based solution for management, analysis, and interpretation of Ocean Space data

Enables efficient 3D visualization of Ocean Space Data in a user-friendly browser-based interface, supporting a collaborative data sharing and a smoother interpretation workflow.

Seamless data fusion from seabed measurements such as:

  • Synthetic aperture sonar (SAS)
  • Sub-bottom profiler (SBP)
  • Backscatter
  • Bathymetry
  • Subsea camera and snapshots
  • Environmental data
  • Laser measurements
  • Geo-taggable documents
  • WMS Services
  • Interpreted surfaces and horizons from legacy platforms
  • Electromagnetic field data

Clean and safe oceans

through responsible operations

Our operations include inspection and maintenance of equipment for the Oil & Gas industry in addition to identification of outdated production equipment for removal, contributing to decommissioning (DECOM) efforts. Furthermore, Argeo's use of fuel-efficient vessels and battery-run robotic equipment underscores our commitment to sustainability, providing our company and services with a distinct green profile. Through these initiatives, Argeo continues to lead by example in promoting environmental stewardship and innovative solutions within the industry.

One of Argeo's most important value is to be responsible. This means that we must conduct business operations in a responsible and safe manner and to foster a healthy and prosperous workplace based on fairness and equality.

The UN Sustainable Development Goals were adopted by all the world's governments at the United Nations in 2015 and provide a common and necessary roadmap. At Argeo, we celebrate these goals and believe in making a difference in the ocean space. All 17 of the UN SDGs are relevant to our business, yet we have chosen to focus on four main areas; 7: affordable and clean energy, 9: industry, innovation and infrastructure, 13: climate action and 14: life below water. We find that we can contribute more within these areas and that they are enablers to further strengthen the full set of UN goals.

Status & ambition

As of Q3 2024 we have not yet started measuring a comprehensive carbon footprint, but it is our ambition to do so going forward. As our company grows it is also our ambition to set clear goals and to integrate an environmental awareness into all levels ofthe company, meaning we want sustainability to permeate the business. From how we write the contracts with our customers to the waste management in every office.

Through our core business, we help our clients become more efficient in keeping the oceans safe and clean. Our complete set-up of vessels, robotic subsea equipment and our own developed and patented sensor systems enables us to perform inspection surveys up to eight times more efficiently than traditional methods. This technological edge not only enhances operational efficiency but also reduces environmental impact. Therefore, HSEQ management is paramount for Argeo and being responsible is part of our core values.

Environmental

Status & ambition

Responsibility is a fundamental value at Argeo. We are dedicated to conducting our business with integrity, prioritizing safety and responsibility, and striving to minimize our environmental footprint. Argeo places significant emphasis on preventing negative environmental impacts from our operations.

Our company policy is to maintain safe and pollution-free practices that comply with both national and international regulations, as well as relevant standards and guidelines. Our objective is to continuously enhance our management skills in relation to environmental protection and we are committed to understand and collectively work towards reducing our environmental footprint.

Through our core business, we help our clients become more efficient

Social

The right balance of people

We believe maintaining a balanced and diverse workforce in terms of gender, age, and nationalities is a strategic advantage that fosters diverse perspectives and drives innovation.

This diversity enhances our ability to understand and serve a global customer base, strengthening our competitiveness and market presence. A varied team promotes an inclusive and collaborative work environment, encouraging creativity and improving overall performance.

By embracing diverse experiences and viewpoints, we attract top talent, enhance employee satisfaction, and reduce turnover. This balance results in better decision-making and a more robust, adaptable organization.

We are building and sustaining a fair, responsible, and attractive workplace

Co2 2072 Tons NOx 36935 Kg Sox 1071 Kg Argeo Searcher

Vessel emissions in Q3 2024

Age distribution per date

End of Q3 2024 Argeo employees were from 19 nationalities

Co2 1811 Tons NOx 24848 Kg Sox 508 Kg Argeo Venture

NOx 15162 Kg Sox 606 Kg

Co2 972 Tons Ocean Guardian

Governance

We believe active corporate governance is vital to the development of companies and that it provides longterm benefits for all Argeo's stakeholders.

Raising concerns & whistleblowing

All employees are encouraged to raise concerns wherever they identify activities which are not aligned with Argeo's values and behaviors. Argeo encourages employees to raise concerns in the first instance directly to line management. In circumstances where this is not possible or it may be more appropriate to do so due to the nature or seriousness of the concern, a confidential Whistleblowing portal is available.

Bribery and anti-corruption

Argeo has a zero tolerance for bribery and corrupt payments in whatever form, whether given or received, directly or indirectly, anywhere in the world. Most countries, including the USA, the UK and Norway, have strict anti-bribery and anti- corruption laws in place, which are intended to prevent companies and individuals from gaining an unfair advantage, and from undermining the rule of law. We must never offer or accept bribes or kickbacks and must not participate in or facilitate corrupt activities of any kind. We must also never engage a third party (in particular, a commercial agent or other business representative) who we believe may attempt to offer a bribe to conduct company business.

Per 2023 our suppliers are asked to fill out a "self-assessment form" and our future goal is to develop a formal Supply Chain Sustainability Code of Conduct.

Antitrust

Antitrust laws, sometimes also called competition laws, govern the way that companies behave in the marketplace. Antitrust laws encourage competition by prohibiting unreasonable restraints on trade and anti-competitive conduct. The laws deal in general terms with the way companies deal with their competitors, clients, and suppliers. Violating antitrust laws is a serious matter and could place both the company and the individual at risk of substantial criminal penalties.

Human rights policy

An important part of Argeo's commitment to responsible business is respecting human rights in accordance with internationally recognised standards. There is both a business and a moral case for ensuring that human rights principles are upheld during our operations and throughout our value chain.

Our approach is informed by the International Bill of Human Rights, the UN Guiding Principles on Business and Human Rights, and the International Labour Organisation's Declaration on Fundamental Principles and Rights at Work.

Code of conduct

Argeo aspires to be an honest and trustworthy company. Our reputation depends upon each of us understanding the Code of Conduct, and always demonstrating integrity and honesty. The Code of Conduct sets the standard for how we should work together to develop and deliver our services, how we protect the value of Argeo, and how we work with customers, contractors, suppliers, and others.

Responsible business practices

At Argeo we are all committed to

  • Create a healthy and safe working place for both employees and contractors
  • Create measurable goals

  • Strive to achieve corporate environmental goals set forward

  • Comply with relevant laws and regulations
  • Promote a culture in which all employees share this commitment
  • Promote responsible purchasing through our Supplier's Code of Conduct
  • Develop and communicate a Company Code of Conduct
  • Respecting and promote human rights of all individuals potentially affected by our operations. We respect the fundamental principles set forth in the Universal Declaration of Human Rights and related UN documents

Argeo's framework for corporate governance is intended to decrease business risk, maximize value and utilize our resources in an efficient, sustainable manner, for the benefit of shareholders, employees, and society at large.

JUST A DUMMY

BACKGROUND

Argeo

Nye Vakås v. 14 1395 Hvalstad Norway Telephone: +47 66 85 90 99 www.argeo.no

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