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Eqva ASA

Quarterly Report Aug 25, 2023

3598_rns_2023-08-25_21d2b376-591e-47ba-896a-dd68ccc961c2.pdf

Quarterly Report

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EQVA ASA HALF YEAR REPORT 2023

THIS IS EQVA

Eqva ASA is a knowledge-based active owner of industrial service companies that contribute to the green transition in maritime, power intensive and renewable industries.

The group has a well-diversified product and market portfolio. Further growth and value creation will be obtained through a combination of industrial excellence in each portfolio company, synergies between the companies in the group and value-creating M&A activities.

Maritime service provider with attractive location, strong infrastructure and skilled organisation.

Full-service provider of technical, sustainable solutions landbased industries.

A specialiced hydropower plant developer and operator

STRATEGIC PRIORITIES

The race towards carbon neutrality is on, and customers are turning to Eqva for help.

Digital solutions and green technology are needed and included in new projects and retrofitted in existing production assets and plants. This creates an unprecedented demand for industrial services, which our portfolio companies are well equipped to meet through their market leading positions and focus on service and high quality in each delivery. In total this provides a strong foundation for profitable organic growth.

The transformation of industries and the new business models that emerge create opportunities for consolidation and re-engineering of industrial service companies. Eqva is well placed to take the lead in such transformation. It is a responsible owner with an eternal investment perspective, and it aims to maximise financial return over time.

Eqva is supported by highly committed owners and powered by experienced investment professionals and industry leaders. Our portfolio companies have earned the trust of their customers through decades of successful deliveries, on time and within budget. Together we take pride in delivering value to our shareholders by delivering the best possible service to our customers.

Eqva's financial targets for 2023

  • NOK 650-750 million in revenue
  • 4-7 per cent EBITDA margin

Eqva has set a long-term EBITDA margin target for the group, ranging between 7 to 9 per cent.

CONTENT

  • Highlights and key figures 8
  • The segments 10

7 HALF YEAR REPORT 202 3

  • The Eqva share 12
  • Eqva´s history 14
  • Presentation of the board and management 16
  • Health, safety and quality 18
  • Principal risks and uncertainties 19
  • Responsibility startement from the board and CEO 20

Financial statements 21

  • Consolidated financial statements 22
  • Notes to the consolidated financial statements 28

Highlights and key figures

First half year 2023

• Strong operational performance in Eqva - mainly driven by volume increase in the Products, Solutions & Renewables segment. The volume increase in this segment leads to improved profitability.

Eqva group had a total H1 revenue of MNOK 427, where MNOK 329 was generated by Products, Solutions & Renewables (BKS and Fossberg Kraft).

The revenue growth for the segment was 66 % compared to H1 last year (pro forma MNOK 198), the increase is mainly driven by an enhanced activity level in BKS. The segment EBITDA was MNOK 21.8 (7 %).

Fossberg Kraft delivered the small-scale hydropower plant "Kvævebekken" to customer in April. Construction of the "Skjeggfoss" plant is progressing according to plan.

  • • Strong orderbook development Eqva has a total orderbook of 441 MNOK per August 2023 (orderbook as of December 2022 was 345 MNOK). The order intake in 2023 has mainly been driven by BKS.
  • • Letter of intent for business combination in June 2023 Eqva ASA and Kvinnherad Elektro AS, a full-service power and automation company, signed a letter of intent for a business combination agreement. The agreement includes Kvinnherad Elektro's 51 per cent ownership in Vassnes Solutions AS, a group of leading engineering, welding, power and automation services companies.

This move, which both companies consider to be of high strategic value, will result in the establishment of a prominent and fully integrated system supplier within the piping, power-and automation disciplines.

The acquisition will result in an increased turnover for Eqva of between NOK 125-175 million on an annual basis, and the power and automation segment will include approx. 240 skilled and experienced employees.

• Maritime services – strategic initiatives have been launched to consolidate or divest the business. Dialog is carried out with external parties. This process is expected to be completed within the next 6 – 12 months.

Havyard Leirvik faced a market drop in the service- and maintenance market in Q2. To reduce the financial impact from activity drop, the yard carried out organizational- and cost cut initiatives. The refit of MF Vannes (Boreal) was completed in 2 quarter.

Key figures Eqva group - first half year 2023

  • NOK 427 million in total operating revenues
  • NOK 12.1 million in EBITDA
  • Orderbook total NOK 441 million (August 2023)
  • The employees total 430 FTEs.

Our geographical footprint

Along the entire coast of western Norway

The segments

Maritime services

The Maritime Services segment, which includes subsidiary Havyard Leirvik, accounted for approximately 23 per cent of Eqva's total revenues as of 30 June 2023.

Havyard Leirvik has its roots back to 1918 and is strategically located at the far end of Sognefjorden, Norway. The location provides easy access to the maritime industry along the Norwegian coast. The segment offers a wide range of services and solutions to its diverse customer base, including standard maintenance services and more complex, customized projects. The multi-yard had 69 FTEs as of 30 June 2023 and has the capacity to manage several projects simultaneously.

Havyard Leirvik is committed to helping customers reduce their environmental impact, promoting energy-efficient solutions, and increasing the competitiveness of their vessels.

Share of approximately 23 per cent of Eqva's total revenues:

Key markets:

  • Aquaculture
  • Green power
  • Maritime assets

Products, Solutions & Renewables

The Products, Solutions and Renewables segment, which includes subsidiaries BKS and Fossberg Kraft, accounted for approximately 77 per cent of Eqva's total revenues as of 30 June 2023.

BKS is a full-service provider of technical installations to both land-based and maritime industry in Norway. With a strong presence throughout the value chain, BKS has developed long-standing relationships with well-known players in the industry. BKS was established in 2008 and is headquartered in Sunde, Kvinnherad, with branch offices in Bergen and Austevoll. The company had 354 FTEs at the end of June 2023, of which 75 per cent are skilled professionals with at least one certificate.

Fossberg Kraft focuses on the development and operation of small-scale hydropower plants in southern Norway. Fossberg Kraft currently operates several small-scale power plants. It is also involved in the development of new projects. Fossberg Kraft was established in 2018 and is headquartered in Handeland, Kvinnherad. The company has 4 FTEs.

Key markets:

  • Renewable energy
  • Solutions
  • Process

The share

Eqva aims to be an attractive investment for its shareholders, delivering competitive return through sustainable growth both organically and through value-adding acquisitions.

Key facts

  • Eqva ASA is a publicly limited company. The share is listed on the Oslo Stock Exchange and the ticker code is EQVA.
  • Eqva, formerly as Havyard Group ASA, was listed in July 2014.
  • All shares have equal rights and are freely transferable. Each share grants the holder one vote and there are no structures granting disproportionate voting rights.
  • 99 per cent of our shares are held by Norwegian shareholders.
  • Eqva holds 583 375 treasury shares number of treasury shares as of 30 June 2023, making it the 14th largest shareholder.

Key figures

  • NOK 208.8 mill market cap as of 30 June 2023.
  • 71 987 316 number of shares.
  • 3 370 number of shareholders.

Share price development from 1 July 2022 to 30 June 2023

  • Total return 2022 : 259%
  • Total return H1 2023 : -1%

The 20 largest shareholders as of 30 June 2023

OWNER EQVA SHARE COUNTRY
1 NINTOR AS 16 938 645 23,53 % Norway
2 HAVILA HOLDING AS 10 000 000 13,89 % Norway
3 NEVE EIENDOM AS 7 993 462 11,10 % Norway
4 ROS HOLDING AS 5 660 027 7,86 % Norway
5 EIKESTØ EIENDOM AS 4 960 847 6,89 % Norway
6 FURENESET EIENDOM AS 4 960 847 6,89 % Norway
7 EIKESTØ AS 2 999 511 4,17 % Norway
8 FURENESET INVEST AS 2 999 511 4,17 % Norway
9 EMINI INVEST AS 1 290 000 1,79 % Norway
10 HSR INVEST AS 1 290 000 1,79 % Norway
11 INNIDIMMAN AS 1 290 000 1,79 % Norway
12 MP PENSJON PK 1 112 768 1,55 % Norway
13 HANDELAND EIGEDOM AS 584 163 0,81 % Norway
14 EQVA ASA 583 375 0,81 % Norway
15 PISON AS 430 000 0,60 % Norway
16 KAMATO AS 331 000 0,46 % Norway
17 K R HÜBERTX 226 000 0,31 % Norway
18 A JOHNSEN 221 376 0,31 % Norway
19 P A WIND 208 888 0,29 % Norway
20 CLEARSTREAM BANKING S.A. 179 764 0,25 % Luxembourg

Eqva´s history

Building on a more than 100 years of history, Eqva has a rich heritage in the maritime industry. The group has continually evolved to meet the changing demands of the market.

Important milestones:

  • 1918: Jonas Løland founded Løland Motorverksted (machine workshop) in Leirvik, which marked the start of the company's activity in the maritime industry.
  • 1938: The yard constructed its first newbuilding, "Loftesnesferja", which was a significant milestone for the company.
  • 2008: BKS was founded as mainly a personnel and service engineering provider for the construction industry. In subsequent years, BKS expanded its operations and developed into a fully integrated service provider for land-based industries. More investors joined the company, leading to further growth and expansion of services offered.
  • 2014: The group was listed on the Oslo Stock Exchange under the name Havyard Group.
  • 2018: Fossberg Kraft was founded in Handeland Gard in Kvinnherad municipality. Since its inception, Fossberg Kraft has expanded its hydropower portfolio to include the Ljotå hydropower plant in Bjørnafjorden municipality and the Svandalen hydropower plant in Sauda municipality.
  • 2020: The group initiated a restructuring of its yard to shift focus from new buildings to maintenance and service offerings, which reflected the company's evolving strategy.
  • 2021: The group began revising its corporate strategy to focus on growth within repair, service, and maintenance in the marine service segment, which reflected its commitment to long-term success.
  • 2022: The group entered into a business combination agreement, whereby the group acquired all shares of HG Group, consisting of BKS and Fossberg Kraft, to start its journey towards becoming a fully integrated service provider to on- and offshore industries.
  • 2022: The group changed its name to Eqva and expanded its services to offer complete industrial services and renewable energy to key customers, which marked a significant step in the group's growth and development.

The board and management

Management team

Erik Høyvik CEO

Eirik Sævareid CFO

Tor Leif Mongstad CEO of Havyard Leirvik land-based industries. Mr. Høyvik brings extensive knowledge to the company. He holds 0 shares in the company.

With 15 years of experience in maritime and

Mr. Sævareid brings over 15 years of experience from executive finance positions in large industrial companies. He holds 58 297 shares in the company.

With 25+ years of diversified experience in the maritime industry. Mr. Mongstad holds 0 shares in the company.

Trygve Kjerpeseth CEO of BKS Group Head of Risk and Projects Bringing 30+ years of experience from senior project management. Mr. Kjerpeseth holds 0 shares in the company.

Tom Jensen CEO of Fossberg Kraft With 30 years of leadership experience with a primary focus on production and procurement. Mr. Jensen holds 0 shares in the company.

Sverre Olav Handeland In-house lawyer

Bringing 15+ years of experience as a partner in a law firm and 8 years as an in-house lawyer in HG Group. Mr. Handeland holds 584 163 shares in the company through Handeland Eigedom AS.

Board of directors

experience in both regulated and non-regulated businesses. Mr.
Matre Ellingsen holds 7 993 462 shares in the company through
Neve Eiendom AS.
Employed in Havila Holding and holds several board positions,
and is Chairman of the Board in Fjord1. Mr. Sævik holds 1 290
000 shares in the company through Innidimman AS. Mr. Sævik
also holds a non-controlling position in Havila Holding AS which
holds 10 000 000 shares in the company.
Former CEO of Skarveland AS from 1997 to 2008 and has held
several board positions in property development, industrial, and
hydropower companies. Mr. Skarveland holds 7 960 358 shares
in the company through Eikestø AS og Eikestø Eiendom AS.
Brings over 20 years of experience in financial and strategic
business development to the board. Mrs. Hanetho has
leadership experience from her prior positions in HydrogenPro,
MPC Energy Solutions and Goldman Sachs. Mrs. Hanetho
holds 0 shares in the company.
Mrs. Bruun-Olsen was the former CEO in Cushman & Wakefield
Realkapital (2000-2018), now acting as senior Partner for the
company. She also brings extensive boad experience from
former board membership of Pure Water AS, NEAS ASA and
Odin Forvaltning (Sparebanken 1). Mrs. Bruun-Olsen has 25+
years of strategic, sales/marketing, and HR/people experience.
Mrs. Bruun-Olsen holds 0 shares in the company.

Geir Helge Nordstrand

Board Member Employee Representative

Jan Olav Gjerde

Board Member Employee Representative

HEALTH, SAFETY AND QUALITY

The Group's average total sick leave in the 18-month period January 2022 to June 2023 is 6,46 %. The average in 2023 so far is 6,03 % where 1,86 % is short time sick leave.

The decrease in sickness compared to same period last year is mainly due to lower Covid-19 effect.

During the last 12 months, the Group has had no serious injuries. An extensive action plan is implemented with the target of reducing injuries both for own employees and subcontractors.

In addition to health and safety, the Group is focusing on quality. Internal audits in accordance with ISO 9001/ISO 14001, including supplier audits and audits from costumers. Quality deviations are measured, documented in action lists and handled as quickly and effectively as possible.

PRINCIPAL RISKS AND UNCERTAINTIES

Eqva ASA defines operational risk as the ability to deliver at the agreed date, quality, and calculated cost. These are the factors considered to have most impact on Eqva´s financial results. Other risk factors related to the Group's business can among others be availability of funding, availability of contracts with satisfactory margins, significant market disruptions, dependence of external suppliers, guarantee claim and customers' ability to meet their obligations. See also info in notes related to the effects from Subsequent events and Going concern. Eqva works systematically with risk management in all its segments and subsidiaries. All managers are responsible for risk management and internal control within their business segment.

Reference is made to the annual report for 2022 for a further description of risk factor and risk management.

Fosnavåg, 25. August 2023 The board of directors of Eqva ASA

Even Matre Ellingsen

Chairman of the Board of Directors

Vegard Sævik

Board member

Jan Olav Gjerde

Board member employee representative

Ellen Merete Hanetho

Rune Skarveland Board member

Board member

Geir Helge Nordstrand

Board member employee representative

Anne Sofie Myrmel Bruun-Olsen

Board member

Erik Høyvik CEO

RESPONSIBILITY STATEMENT FROM THE BOARD AND CEO

Today, the Board of Directors and the CEO of Eqva ASA have considered and approved the financial statements as of 30 June 2023 and for the six month period ended 30 June 2023. The report has been prepared in accordance with IAS 34 Interim Financial Report as endorsed by the EU and additional Norwegian regulations.

To the best of our knowledge, we confirm that:

  • the financial statements for the six month period ended 30 June 2023 have been prepared in accordance with applicable financial reporting standards.
  • the information presented in the financial statements gives a true and fair view of the group´s assets, liabilities, financial position and results for the period.
  • the information presented in the financial statements gives a true and fair view of the development, performance, financial position, principle risks and uncertainties of the group.

Fosnavåg, 25. August 2023 The board of directors of Eqva ASA

Even Matre Ellingsen

Chairman of the Board of Directors

Vegard Sævik

Board member

Jan Olav Gjerde

Board member employee representative

Ellen Merete Hanetho

Board member

Rune Skarveland

Board member

Geir Helge Nordstrand

Board member employee representative

Anne Sofie Myrmel Bruun-Olsen Board member

Erik Høyvik CEO

THE BOARD AND CEO Financial statements

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

Eqva ASA

(NOK 1,000) Note 2023 YTD 2022 YTD 2022
Unaudited Unaudited Audited
Revenues 3,4 424 386 128 976 456 431
Other operating revenues 3 002 339 2 562
Operating income 3,4 427 388 129 315 458 994
Materials and consumables 194 268 84 132 228 756
Payroll expenses 170 889 35 851 172 360
Other operating expenses 50 142 15 937 67 219
Operating expenses 415 300 135 920 468 335
Operating profit/loss before depreciation and 3 12 088 -6 605 -9 342
amortisation (EBITDA)
Impairment of non-current assets 0 0 0
Depreciation 6 732 1 540 9 860
Operating profit/loss (EBIT) 3 5 357 -8 145 -19 202
Financial income 3,5 356 609 4 138
Financial expenses 3,5 -3 262 -7 070 -21 045
Share of profit/loss of associate 3 -4 823 -3 003 668
Profit / loss before tax 3 -2 372 -17 609 -35 441
Income tax expense 7 0 -16 781 -15 796
Profit from continued operations 3 -2 372 -828 -19 647
Profit from discontinued operation 3 0 0 0
Profit for the period 3 -2 372 -828 -19 647
Attributable to :
Equity holders of parent -2 372 -828 -21 410
Non-controlling interest 0 0 1 763
Total -2 372 -828 -19 647
Earnings per share (NOK) -0,03 -0,01 -0.30
Diluted earnings per share (NOK) -0,03 -0,01 -0.30
Earnings from continued operations
Earnings per share (NOK) -0,03 -0,01 -0.30
Diluted earnings per share (NOK) -0,03 -0,01 -0.30

CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME

Eqva ASA

(NOK 1,000) Note 2023 YTD
Unaudited
2022 YTD
Unaudited
2022
Audited
Profit for the period 3 -2 372 -828 -19 647
Foreign currency translation differences -87 55 -2 038
Other comprehensive income -87 55 -2 038
Total comprehensive income -2 459 -773 -21 685
Attributable to :
Equity holders of parent -3 702 -773 -23 449
Non-controlling interest 1 243 0 1 764
Total -2 459 -773 -21 685

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Eqva ASA

(NOK 1,000)

ASSETS
Note 2023 YTD 2022
Unaudited Audited
Non-current assets
Deferred tax benefit 0 0
Goodwill 248 260 248 260
Licenses, patents and R&D 32 982 32 208
Property, plant and equipments 140 298 128 927
Right of use assets 10 10 193 10 933
Investment in associates 20 406 25 544
Loan to associates 4 440 4 840
Investment in financial assets 6 3 000 16 163
Other non-current receivables 13 328 2 648
Total non-current assets 472 907 469 523
Current Assets
Inventory 10 361 13 681
Accounts receivables 123 053 90 955
Other current receivables 38 289 25 552
Contract assets customer contracts 36 856 51 537
Cash and cash equivalents 42 309 61 117
Total current assets 250 869 242 843

EQUITY AND LIABILITIES

NOTE 2023 YTD 2022
Equity
Share capital 8 3 599 3 599
Share premium reserve 195 175 195 175
Treasury shares 8 -35 -16
Retained earnings 105 147 109 991
Non-controlling interests 4 611 3 387
Total equity 308 498 312 136
Non-current liabilities
Deferred tax liability 7 1 759 0
Lease liabilities 9,10 8 584 9 624
Loans and borrowings 9 118 142 152 868
Other long-term liabilities 9 37 638 41 474
Total non-current liabilities 166 123 203 967
Current liabilities
Accounts payables 99 226 56 147
Taxes payables 7 130 1 360
Public duties payables 52 990 37 524
Loans and borrowings, current 9 27 931 22 498
Contract liabilities 0 861
Lease liabilities 9,10 1 444 1 619
Other current liabilities 67 434 76 255
Total current liabilities 249 155 196 263
Total liabilities 415 279 400 230
TOTAL EQUITY AND LIABILITIES 723 777 712 366

Fosnavåg, 25 August 2023 The Board of Directors and CEO

Eqva ASA

Even Matre Ellingsen

Chairman of the Board of Directors

Vegard Sævik

Board member

Jan Olav Gjerde

Board member employee representative

Ellen Merete Hanetho

Rune Skarveland Board member

Board member

Geir Helge Nordstrand

Board member employee representative

Anne Sofie Myrmel Bruun-Olsen

Board member

Erik Høyvik CEO

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Eqva ASA

(NOK 1,000)

Note Share
capital
Share
premium
reserve
Treasury
shares
Retained
earnings
Total Non
controlling
interest
Total equity
January 1, 2023 8 3 599 195 175 -16 109 993 308 753 3 387 312 136
Profit & loss -3 596 -3 596 1 224 -2 372
Other comprehensive income -87 -87 0 -87
Total comprehensive income -3 683 -3 683 1 224 -2 459
Repurchase of own shares -19 -1 160 -1 179 0 -1 179
June 30, 2023 8 3 599 195 175 -35 105 147 303 888 4 611 308 498

(NOK 1,000)

Note Share
capital
Share
premium
reserve
Treasury
shares
Retained
earnings
Total Non
controlling
interest
Total equity
January 1, 2022 1 239 22 535 -3 274 042 297 814 0 297 814
Profit for the Year -828 -828 0 -828
Other comprehensive income 55 55 0 55
Total comprehensive income -773 -773 0 -773
Capital increase in Havyard Group 2 360 242 640 0 245 000 0 245 000
Dividend distribution shares in HAV Group ASA -136 096 -136 096 0 -136 096
Minority interests from transaction -3 006 -3 006 3 006 0
June 30, 2022 3 599 265 175 -3 134 167 402 939 3 006 405 945

(NOK 1,000)

Note Share
capital
Share
premium
reserve
Treasury
shares
Retained
earnings
Total Non
controlling
interest
Total equity
January 1, 2022 1 239 22 535 -3 274 042 297 814 0 297 814
Profit for the Year -21 410 -21 410 1 763 -19 647
Other comprehensive income -2 038 -2 038 -2 038
Total comprehensive income -23 449 -23 449 1 763 -21 685
Issue of new shares in Eqva in connection with
acquisitions of BKS and Fossberg Kraft
2 360 172 640 0 175 000 1 624 176 624
Dividend distribution shares in HAV Group ASA -140 600 -140 600 0 -140 600
Repurchase of own shares -13 0 -13 0 -13
December 31, 2022 3 599 195 175 -16 109 990 308 753 3 387 312 136

CONSOLIDATED STATEMENT OF CASHFLOW

Eqva ASA

(NOK 1,000) Note 2023 YTD 2022 YTD 2022
CASH FLOW FROM OPERATIONS
Profit/(loss) after tax 3 -2 372 -828 -19 647
Income tax expense 7 -1 230 0 -15 796
Depreciation 6 732 1 542 7 524
Net financial items 3 262 7 214 16 907
Impairment of other financial fixed assets 0 5 321 0
Agio Profit/loss realized -584 0 0
Depreciation charge of right-of-use assets 0 0 2 335
Share of profit/loss from associates 4 823 3 003 -668
Changes in inventory 3 320 -1 767 -4 719
Changes in accounts receivables -32 098 17 688 9 775
Changes in accounts payable 43 079 -1 785 -25 780
Changes in customer contracts, asset 14 681 0 -51 537
Changes in customer contracts, liabilities -861 -31 466 -14 116
Changes in restricted desposits -4 729 36 012 68 318
Changes in other current receivables/liabilities -14 360 -61 243 -5 603
Net cash flow from/(to) operating activities 19 662 -26 310 -33 006
CASH FLOW FROM INVESTMENTS
Investments in property, plant and equipment -8 949 -1 218 -3 204
Investments in product development -774 0 0
Sale of property 0 770 7 002
Net FOU grants 0 0 824
Investment in intangible assets 0 -285 000 -50
Loan to assiciates 0 -110 -502
Cash effect from aquisition of new companies 0 25 274 -6 441
Cash in HPR at time for loss of control 0 -18 824 -18 824
Changes in long term receivables -10 680 20 -4 922
Net cash flow used in investing activities -20 403 -279 088 -26 118
CASH FLOW FROM FINANCING ACTIVITIES
Instalments on bank debt -29 293 -217 -7 500
Repayment of lease liabilities -1 040 -44 -1 629
New bank debt 0 0 510
Aquired own shares -1 070 0 -890
Share issue 0 245 000 0
Sellers credit 0 25 000 0
Changes in other long-term liabilities -3 836 0 -15 460
Sale of shares in Hav Group ASA net transaction cost 13 300 0 3 010
Interest payment -858 -1 996 -11 214
Net cash flow from/ (used in) financing activities -22 796 267 742 -33 173
Net change in cash and cash equivalents -23 537 -37 656 -92 297
Cash and cash equivalents at start of the year 47 512 139 810 139 810
Cash and cash equivalents at end of the year 23 975 102 155 47 512
Restricted cash at end of period 18 334 45 911 13 605
Cash and cash equivalent recognised in the balance sheet 42 309 148 067 61 117

NOTES

Eqva ASA

Note

  • General information
  • Basis of preparation and changes to the group´s accounting policies
  • Segment information
  • Revenue from contracts with customers
  • Financial income and financial expenses
  • Non-current financial investments
  • Tax
  • Share capital
  • Interest bearing debt
  • Leasing
  • Transactions with related parties
  • Events after the balance sheet date
  • Contingencies and provisions
  • Going concern

ACCOUNTS FOR 2023 ARE PRESENTED IN ENGLISH.

1. GENERAL INFORMATION

Eqva ASA is a public limited company based in Norway, and its head office is located in Fosnavåg, Herøy. The group in total employs 430 people as of 30 June 2023, of whom all are employed in Norway.

Havyard Group ASA was incorporated as a public limited company 25 February 2014, and was listed on the Oslo Stock Exchange 1 July 2014.

2. BASIS OF PREPARATION AND CHANGES TO THE GROUP'S ACCOUNTING POLICIES

The Interim Financial Statements for the period ended 30 June 2023 have been prepared in accordance with IAS 34. The Interim Financial Statements are not subject to audit, and do not include all the information and disclosures required in the annual Financial Statements. It should be read in conjunction with the Group's annual Financial Statements as of 31 December 2022.

Eqva made a transaction in June 2022 where HG Group and BKS were aquired. The comparison figures for 1st half 2022 does not include the aquired companies.

The Group has not implemented any new or amended accounting standards in 2023. All significant accounting principles applied are described in the Annual Report 2022.

2023 YTD

3. SEGMENT INFORMATION

The new group structure in Eqva is organized in 3 reporting segments:

  • Maritime services consists of Havyard Leirvik a multiservice yard facility which provides services to both maritime sector, aquaculture and land-based industry.
  • Products, solutions & renewables which include BKS and Fossberg Kraft. BKS provides service- and maintenance assignments to the land-based and maritime industry, while Fossberg Kraft is specialized in the establishment and operation of small-scale hydropower plants.
  • Other in which the parent company is the main entity the segment also includes companies without regular operations and eliminations of intra-group transactions.

Transfer prices between operating segments are basis in a manner similar to transactions with third parties.

The accounting principles for segment reporting correspond to those used by the group, with the exception of discontinued operations which are treated in the same way as continuing operations in segment reporting.

(NOK million) Maritime services Products, solutions &
renewables
Other /
Elimination
Eqva Group
Operating revenues, External 94,7 329,2 3,4 427,4
Operating revenues, Internal 0,0 0,0 0,0 0,0
Operating income 94,7 329,2 3,4 427,4
EBITDA -6,7 21,8 -3,0 12,1
Depreciation 0,9 3,0 2,8 6,7
Operating profit/(loss) (EBIT) -7,7 18,8 -5,8 5,4
Net financial items -0,1 -3,8 -3,8 -7,7
Share of profit/(loss) from
associate
0,0 0,0 0,0 0,0
Profit/(Loss) before tax -7,7 15,0 -9,6 -2,4
Income tax expense 0,0 0,0 0,0 0,0
Profit/(Loss) -7,7 15,0 -9,6 -2,4
(NOK million) Maritime services Products, solutions &
renewables
Other /
Elimination
Eqva Group
Total assets 83,6 290,6 349,5 723,8
Equity 19,5 31,8 257,2 308,5
Liabilities 64,1 258,8 92,3 415,3
Addition PP&E and intangibles* 0,0 9,7 0,0 9,7
Geographical areas Norway Other Total
Operating revenues 427,4 0,0 427,4

"Other" contains parent company items and elimination of intra-group transactions.

*Property, machinery and equipment and intangible assets

2022 YTD

(NOK million) *Maritime services Other / Elimination Eqva Group
Operating revenues, External 126,0 3,3 129,3
Operating revenues, Internal 0,0 0,0 0,0
Operating income 126,0 3,3 129,3
EBITDA 5,6 -12,2 -6,6
Depreciation 1,4 0,2 1,5
Operating profit/(loss) (EBIT) 4,2 -12,4 -8,1
Net financial items -0,9 -5,6 -6,5
Share of profit/(loss) from associate 0,0 -3,0 -3,0
Profit/(Loss) before tax 3,3 -21,0 -17,6
Income tax expense 0,0 -16,8 -16,8
Profit/(Loss) 3,3 -4,2 -0,8

The Profit & loss 2022 YTD is based on consolidated numbers for the Maritime services- and Other segment.

P&L-information from the Products, solutions & renewables segment (BKS/Fossberg Kraft) will impact from 1 July 2022 (Q3)

*Previous Ship Technology

(NOK million) Maritime services Products, solutions &
renewables
Other /
Elimination
Eqva ASA
Total assets 133,6 262,6 445,5 841,8
Equity 35,7 49,4 320,9 405,9
Liabilities 98,0 213,3 124,6 435,9
Addition PP&E and intangibles* 1,2 0,0 0,0 1,2
Geographical areas Norway Other Total
Operating revenues 126,0 3,3 129,3

*Property, machinery and equipment and intangible assets

The statement of financial position per 2022 YTD includes all segments.

2022

(NOK million) Maritime services Products, solutions &
renewables
Other /
Elimination
Eqva ASA
Operating revenues, External 235,5 219,5 4,2 458,9
Operating revenues, Internal 0,0 0,0 0,0 0,0
Operating income 235,2 219,5 4,2 458,9
EBITDA 12,9 9,3 -31,5 -9,3
Depreciation 2,8 6,9 0,1 9,9
Operating profit/(loss) (EBIT) 10,1 2,3 -31,6 -19,2
Net financial items -1,3 0,6 -16,2 -17,0
Share of profit/(loss) from
associate
0,0 0,0 0,7 0,7
Profit/(Loss) before tax 8,7 2,9 -47,2 -35,5
Income tax expense -0,4 0,0 -15,4 -15,8
Profit/(Loss) 9,1 2,9 -31,7 -19,6
(NOK million) Maritime services Products, solutions &
renewables
Other /
Elimination
Eqva ASA
Total assets 161,8 315,5 235,1 712,4
Equity 39,6 53,7 218,8 312,1
Liabilities 122,3 261,7 16,2 400,2
Addition PP&E and intangibles* 0,5 2,5 0,3 3,2
Geographical areas Norway Other Total

Operating revenues 459,0 0,0 459,0

"Other" contains parent company items and elimination of intra-group transactions.

*Property, machinery and equipment and intangible assets

Reconciliation to Group profit before tax 2022
Segment result for the period -19,6
Profit/loss discontinued operations 0,0
Profit/loss before tax -19,6

4. REVENUES FROM CONTRACTS WITH CUSTOMERS

(NOK 1,000)

NOTE 4.1

2023 YTD

Disaggregation of revenue Maritime services Products, solutions &
renewables
Other / Elimination Eqva
Service and maintenence 93 669 295 688 562 389 918
Construction of power plants 0 34 467 0 34 467
Total revenue from contract with customers 93 669 330 155 562 424 386

2022 YTD

Disaggregation of revenue *Maritime services Other Total
Sale of vessels, equipment and design 125 923 3 053 128 976
Repair and maintenence services 0 0 0
Total revenue from contract with customers 125 923 3 053 128 976

* Previous Shipbuilding Technology

The 2022 YTD amount contains only Maritime services orderbook, due to P&L-information from the Products, solutions & renewables segment (BKS/Fossberg Kraft) will impact from 1 July 2022 (Q3).

2022

Disaggregation of revenue Maritime services Products, solutions &
renewables
Other / Elimination Eqva
Service and maintenence 235 218 200 236 4 164 439 618
Construction of power plants 0 16 813 0 16 813
Total revenue from contract with customers 235 218 217 049 4 164 456 431

Prepayments are presented in the balance sheet as prepayment from the customer less work done.

The amount accounted as contractual liabilities on Opening balance (IB) is recognized as income over the year.

Most Service- and maintenance contracts have payment-structure "pay-as-you-go". The customer is invoiced based on work done.

NOTE 4.2

Transaction price allocated to fully or partly unsatisfied performance obligations 2023 YTD 2022 YTD 2022
Transaction price allocated to remaining performance 43 000 88 300 41 573
Expected delivery of remaining performance obligations
Within one year 43 000 88 300 41 573
Between one and two years 0 0 0

NOTE 4.3

No revenue was recorded in 2023 on previously completed contracts.

5. FINANCIAL INCOME AND FINANCIAL EXPENSES

(NOK 1,000)
2023 YTD 2022 YTD 2022
Interest income 82 5 898
Agio income 40 0 598
Profit from share sale 200 0 2 636
Other financial income 34 604 6
Total financial income 356 609 4 138
Interest expenses 858 1 243 11 214
Agio loss 624 0 352
Impairment of other financial assets 0 5 321 9 389
Loss from share sale 0 0 -639
Other financial expenses 1 780 505 729
Total financial expenses 3 262 7 070 21 045
Share of profit & loss associate -4 823 -3 003 668
Net financial items -7 728 -9 464 -16 239

6. NON-CURRENT FINANCIAL INVESTMENTS

The investments are classified as non current. The investments are recognized at fair value with changes in value in the statement of profit or loss.

2023 YTD

(NOK 1,000)
Company Ownership share/
voting share
Business Office Carrying
amount
*Other non-current financial investments NA NA 3 000
Carrying amount as of 30/06/23 3 000

All investments are unquoted equity shares and are classified as level 3 investments.

*The investment of 3 MNOK is related to 3 appartements outside the shipyard in Leirvik (HLE).

2022 (NOK 1,000)

Company Ownership share/
voting share
Business Office Carrying
amount
HAV Group ASA 4.4% Fosnavåg 13 163
Other non-current financial investments* NA NA 3 000
Carrying amount as of 31/12/22 16 163

Except for the HAV Group investment, which is a listed company, the rest are unquoted equity shares and are classified as level 3 investments

7. TAX

The tax in the income statement has been estimated using the average tax rate for each company in the group. The tax rate has been set at 22%.

TAX CASE

There is an ongoing tax case in one of the Group's subsidiaries for further information see note 26 in the annual report.

8. SHARE CAPITAL

Ordinary shares issued and fully paid

Share capital (NOK) 3 599 366 3 599 366
Par value (NOK) 0,05 0,05
Number of ordinary shares 71 987 316 71 987 316
2023 YTD 2022

All shares have equal rights.

Share capital

The share capital is NOK 3 599 366 consisting of 71 987 316 shares, at NOK 0.05.

Treasury shares

Eqva ASA has 583 375 treasury shares (0.81 % of share capital) as of 30/06/2023

Shareholders as of 30/06/2023 Controlled by Number of shares Ownership
Nintor AS 16 938 645 23,5 %
Havila Holding AS Vegard Sævik (Board Member) 10 000 000 13,9 %
Neve Eiendom AS Even Matre Ellingsen (Chairman BOD) 7 993 462 11,1 %
ROS Holding AS 5 660 027 7,9 %
Eikestø Eiendom AS Rune Skarveland (Board Member) 4 960 847 6,9 %
Fureneset Eiendom AS 4 960 847 6,9 %
Eikestø AS Rune Skarveland (Board Member) 2 999 511 4,2 %
Fureneset Invest AS 2 999 511 4,2 %
Emini Invest AS 1 290 000 1,8 %
HSR Invest AS 1 290 000 1,8 %
Innidimman AS Vegard Sævik (Board Member) 1 290 000 1,8 %
MP Pensjon PK 1 112 768 1,5 %
Andre aksjonærer (<1 %) 10 491 698 14,57 %
Number of shares 71 987 316 100 %

9. INTEREST BEARING DEBT

(NOK 1,000)
Interest bearing long-term debt 2023 YTD 2022
Liabilities to financial institutions 118 142 152 868
Other long- term liablities 37 638 41 474
Lease liabilities 8 584 9 624
Sum 164 364 203 967
Interest bearing short-term debt
Liabilities to financial institutions 27 931 22 498
Lease liabilities 1 444 1 619
Sum 29 375 24 117
Issues (+) / repayments (-) during the period 2023 YTD 2022
Total interest bearing debt start of periode 228 084 37 072
Liabilities to financial institutions -17 293 178 083
Sellers credit to share holders 0 25 000
Installments loan fin. Inst. -12 000 -7 500
Change of lease liabilities -1 215 10 886
Other long-term liabilities -3 836 -15 460
Sum 193 740 228 084

The Liabilities to financial institutions of total 146 MNOK include Innovation Norway loan to Havyard Leirvik EIendom, DNB loan to BKS, construcion loans from Sparebank 1 SR-Bank to Fossberg Kraft and Pareto bank loan to Eqva ASA.

The loan from Innovasjon Norge has a maturity of 3-11 years, the loans from DNB have a maturity on 4 years and the loan from Pareto has a maturity of 3 years. Construction loans from Sparebank 1 SR-Bank has a maturity of 2 years. All the loans have floating interest rates.

As of 30 June 2023, Eqva ASA was in compliance with all its valid debt covenants.

Other long-term liabilities include among others a sellers credit from the aquisition of HG Group and BKS (25 MNOK) and a loan from Havila Holding (13 MNOK).

10. LEASING

Amounts recognised in the statement of financial position.

The statement of financial position shows the following amounts relating to leases:

(NOK 1,000) 2023 YTD 2022
Right of use assets
Property 865 1 021
Equipment 7 691 7 827
Cars 1 637 2 086
Sum 10 193 10 933
(NOK 1,000) 2023 YTD 2022
Lease liabilities
Current 1 444 1 619
Non-Current 8 584 9 624
Sum 10 028 11 243
Additions, right-of-use assets in the period 0 12 937
Disposals of right-of-use assets in the period 433 0
(NOK 1,000)
Maturity Matrix according to IFRS 7 on non-discounted liabilities
distributed by year:
2023 YTD 2022
Depreciation charge of right-of-use assets
0-1 year 1 574 1 765
> 2 years 9 400 10 538
Disposals non-discounted liabilities in the period 0 0
Amounts recognised in the statement of profit or loss.
The statement of profit or loss shows the following amounts relating to leases:
2023 YTD 2022
Depreciation charge of right-of-use assets
Properties 155 310
Equipment 449 866
Cars 569 1 160
Sum 1 173 2 335
Interest expense 183 229
Expenses relating to short-term leases 7 297 7 033
Expenses relating to leases of low-value 0 0

11. TRANSACTION WITH RELATED PARTIES

The Group has various transactions with related parties. All the transactions have been carried out as part of the ordinary operations and at arms` length principle

The most significant transactions are as follows:

Amounts in NOK 1 000

Fjord 1 AS Sales to related parties Purchases from related parties Accounts payables to related parties
2023 YTD 28 240 0 2 323
2022 0 0 0

The group delivered coversion, service and maintenance of ferries to Fjord 1.

Havila Holding AS owns 19.3 % of the shares in Eqva ASA. Havila Holding, through its 100 % own subsidiary Havilafjord AS owns 50.1 % of Fjord1 AS.

Handeland Gard AS Sales to related parties Purchases from related parties Accounts payables to related parties
2023 YTD 0 391 107
2022 0 399 26

Handeland Gard AS is controlled 100% by Board Member Rune Skarveland.

The balance sheet includes the following receivables and payables resulting from transactions with associated companies:

2023 YTD 2022
Account receivables 2 323 0
Account payables 107 2 862
Net total (positive sign - net receivable) 2 216 -2 862

12. EVENTS AFTER THE BALANCE SHEET DATE

There have been no significant events after the balance sheet date.

13. CONTINGENCIES AND PROVISIONS

Refer to Note 26 in the Annual Report 2022 for further assessments.

14. GOING CONCERN

The half-year report has been prepared on the assumption of "going concern" and the board confirms that this assumption is present.

For more details, please see Annual report 2022.

EQVA ASA HALF YEAR REPORT 2023

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