Earnings Release • Aug 24, 2023
Earnings Release
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Lars-Henrik Røren, CEO, commented: "We are moving forward to deliver on the commitments made during the company's IPO more than two years back. We are excited to take delivery of our first vessel, IWS Skywalker, during Q4, which marks the first of many important deliveries over the coming years. The offshore wind industry is still in its early days, and we look forward to continue the IWS journey and contributing to a more sustainable future – bring it on!"
1 Please see Appendix A for definitions, explanations, and reconciliations of Alternative Performance Measures (APMs)
2 Adjustments of NOK 1.7m in respect of prior periods, primarily accounting for share-based incentives and losses in an associated company of PEAK Wind to build a larger organisation.
The activities of the Group are organised into IWS Fleet AS ("IWS Fleet"), IWS Services A/S ("IWS Services"), and the associated company PEAK Wind A/S ("PEAK Wind").
IWS Fleet is the owner and operator of high-end CSOVs with six newbuildings ordered from the leading shipyard CMI, with the first vessel to be delivered in 2023.
For IWS Services3 , the two Danish offshore wind service/consulting companies ProCon Group ApS4 ("ProCon") and Green Ducklings A/S5 ("Green Ducklings") form the base of the supply chain service offerings.
The 30%6 owned PEAK Wind is the leading provider of operations and asset management services to wind farms and is classified as an associated company.
These companies form the base of Integrated Wind Solutions' ("IWS" or the "Group") strategy of becoming the preferred service provider within the offshore wind sector.
IWS Fleet | Pictures of IWS Skywalker from the CMI yard, August 2023
The beauty in the dry dock for final touch-ups In commissioning and preparing for upcoming sea trials
3 97% owned by Integrated Wind Solutions ASA
4 75% owned by IWS Services A/S (100 % of the voting shares)
5 100% of the voting shares
6 Fixed price option exercisable by September 2024 to acquire an additional 19% of shares, pre-dilution from share-based option program to key employees
Europe continues the ambitious renewable energy transition rollout; the outlook in 2030 of 126 GW7 of offshore wind capacity compared with an installed base of 30 GW6 year-end 2022 implies significant growth in the industry in the years ahead.
The 2030 outlook reflects an increasing number of European markets starting auctions that highlight the competitiveness and attractiveness of offshore wind as an energy source.
While offshore wind developers have recently been impacted by cost pressure from inflation and the rising cost of finance, resulting in some project delays and cancellations, it has not affected the outlook significantly.
We are, on the contrary, seeing increased final investment decisions ("FID") and permitting activity in 2023. After a record low in 2022, FID activity has picked up significantly with over 3 GW of European (UK and FR) projects reaching FID and also high activity in permitting with several permits being issued for projects across Sweden, UK, France, and Denmark.
The recent German auction, the biggest in Germany to date, saw 7 GW of new capacity awarded in an auction to large oil majors.
Planned auctions of about 40 GW across Europe in 2023 come on top of currently ongoing auctions of more than 20 GW in France, Germany, Poland and the UK.
Although still in its infancy, floating offshore wind is also starting to accelerate in Europe with auctions ongoing or planned in 2023 in the UK, France, Norway, Portugal and Italy.
With an average annual rate of 5 GW reaching the final investment decision in previous years (annual rate between 2015-2021), an accelerated FID rate of about 18 GW per annum is required to meet the 2030 European political targets alone.
Another key trend is the push for clever grid system integration across offshore wind projects leveraging benefits from Power-to-X ("PtX") and alternative fuel. A trend driven by the need to provide decarbonised energy to heavy transport and industry.
Shorter term charter rates for walk-to-work ("W2W") vessels have increased 5% on average compared with Q1 2023 and 30% higher on average than Q2 2022 rates. Availability of high-end Tier 1 CSOV's in the short term is limited.
The offshore wind industry has seen high activity levels in terms of construction activity in Q2 2023 in all key markets with corresponding high vessel fixing activity. Charterers have, according to Clarksons, started to look for 2024 tonnage somewhat earlier than in previous years in response.
The overall macro environment is still positive, driven by a combination of high growth in offshore wind farm activity and a strong market for oil & gas and subsea globally that removes capacity from offshore wind. Several IMR/Subsea vessels have been fixed long-term at rates above historical levels in the W2W market, and we expect this trend to continue. However, the vessel market is not immune to delays and cancellations by offshore wind developers due to cost pressure and the rising cost of finance, which could slow the vessel demand growth rate over the medium term whilst the short-term market, where FID has already been reached, remains more certain.
The global fleet of CSOVs and SOVs counted 40 vessels in operations of which 29 are considered "Tier 1". The total orderbook consists of 43 vessels, of which six have been ordered by IWS.
We continue to see an attractive market for CSOVs due to continued growth in offshore wind farm development coupled with a stronger demand from the oil and gas market that continues to require walk-to-work vessels.
7 4C Offshore, adaptions by Green Ducklings
The Group has ordered a fleet of six identical Skywalker class vessels. The firm average yard price for the six vessels is about EUR 48 million per vessel (turnkey contracts). About 50% of the vessel value is related to Norwegian export companies providing advanced technology, ensuring safe and efficient operations. The Group also has options for two additional vessels.
The yard is progressing well on the CSOVs under construction, and progress is in accordance with the delivery schedule presented in January.
The first vessel, IWS Skywalker, is scheduled to commence its first charter contract in Q4 2023.
The second vessel, IWS Windwalker, was launched in May and will be delivered in Q1 2024. The motion-compensated gangway and crane system for IWS Windwalker has successfully completed the factory acceptance test ("FAT") and is being shipped to the yard for installation.
The keel laying of IWS Seawalker and IWS Starwalker was completed on 18 April 2023 and construction is progressing according to plan.
The steel cut of IWS Moonwalker and IWS Sunwalker is scheduled for Q4 2023 and Q1 2024, respectively.
The global shipyards are not immune to the global supply-chain pressure, and there are general risks related to commissioning, and the timing of delivery of key components for vessels 3-6.
In June, the Group signed the EUR 118.65 million Green Senior Secured Credit Facility with Skandinaviska Enskilda Banken AB ("SEB"), SpareBank 1 SR-Bank ASA ("SR-Bank") and Export Finance Norway ("Eksfin") as an amendment to the pre-existing EUR 56.25 million facility.
The proceeds from the facility will be used for long-term postdelivery financing of the first four newbuildings under construction with delivery in 2023 and 2024.
IWS Fleet has already secured three separate charter contracts, for IWS Skywalker, with the Dogger Bank consortium with startups in 2023, 2024 and 2025. The Group will have CSOVs available for charter in 2024.
Total revenue for the second quarter of 2023 was NOK 60.3 million (Q1: NOK 63.8 million), of which IWS Services contributed NOK 61.3 million and the group's share of net profit in PEAK Wind was NOK -1.2 million.
The Group's share of the net profit in PEAK Wind in the second quarter of 2023 was NOK -0.2 million before NOK -1.0 million amortisation of acquisition-related intangible assets (NOK 2.7 million before NOK -0.9 million amortisation in Q1) and includes accounting adjustments of NOK 1.7 million in respect of prior periods, primarily the accounting for share-based incentives and losses in an associated company of PEAK Wind to build a larger organisation.
Operating expenses for the second quarter of 2023 were NOK 71.9 million compared with NOK 75.2 million in the previous quarter. The decrease is primarily a result of seasonally higher personnel expenses in the previous quarter.
Group EBITDA was NOK -11.6 million for the second quarter of 2023 compared with NOK -11.4 million in the previous quarter. IWS Services and PEAK Wind contributed NOK -1.2 million (Q1: NOK 3.7 million) and NOK -1.2 million (Q1: NOK 1.8 million), respectively, with the other Group entities contributing a combined EBITDA of NOK -9.2 million (Q1: NOK -16.9 million). For IWS Services' project-driven business model, the margins are expected to fluctuate quarterly due to the various project mix and progress. Furthermore, Q2 experienced costs related to moving office for ProCon and ramp-up in staffing ahead of projects commencing in Q3.
The netloss for the second quarter of 2023 was NOK 8.1 million compared with a net loss of NOK 7.1 million in the first quarter. The NOK 1.0 million difference primarily relates to annual remuneration in Q1 and lower contributions from IWS Services and PEAK Wind in Q2.
Total cash and cash equivalents amounted to NOK 408.7 million at quarter-end, down from NOK 493.6 million at the end of the previous quarter. The net decrease is explained primarily by a yard instalment of NOK 54.7 million paid after the launch of IWS Windwalker, a reduction in the overdraft balance in IWS Services, operating expenses, and exchange rate effects.
The carrying value of vessels under construction of NOK 713.9 million includes yard instalments on all six CSOVs, and accumulated directly attributable project costs and borrowing costs during the construction period. Details on the payment structure of the newbuilding contracts are found in Note 7 – Commitments and contingencies.
Other fixed assets of NOK 21.4 million include office and vehicle leases, and have increased due to the Group moving into new offices in Oslo and Aalborg in the second quarter.
The intangible assets of NOK 73.0 million include goodwill and other acquisition-related intangible assets.
Other non-current assets of NOK 6.5 million relate to borrowing costs, paid on the Green Senior Secured Credit Facility, that are amortised and capitalised as borrowing costs during the period of construction of the vessels. Additional fees became payable after the end of the quarter following the signing of the amended facility at the end of Q2.
Trade receivables and contract assets of NOK 75.3 million and NOK 29.4 million, respectively, consist mainly of trade receivables and work in progress related to construction contracts in IWS Services, and the movement in the quarter is primarily the result of the timing of invoicing.
Interest-bearing debt includes lease liabilities of NOK 18.4 million for offices, vehicles and office equipment and an overdraft facility of NOK 7.9 million.
Other non-current liabilities of NOK 7.7m relate to the fair value of synthetic share options granted under the Group's long-term incentive plan and pensions.
Book equity on 30 June 2023 was NOK 1 406.0 million and total assets were NOK 1 489.8 million, giving an equity ratio of 94% at quarter-end. The increase in equity is, despite the loss for the period and a deduction from equity of NOK 10.3 million transfer from cash flow hedge reserve to vessels under construction, the result of translation of foreign operations and cash flow hedge accounting.
The outlook for the offshore wind industry remains positive. The IWS group of companies is well positioned to take part in this growth within its relevant segments providing CSOVs (IWS Fleet), electrical works and above-waterline services (ProCon), offshore wind market intelligence and supply-chain consultancy (Green Ducklings), and the consultancy & advisory and operations & asset management services of wind farms provided by the PEAK Wind Group.
Our first vessel, IWS Skywalker, is expected to commence its first out of three Dogger Bank Wind Farm (UK) contracts in Q4 2023. The second vessel, IWS Windwalker, is scheduled to be delivered in Q1 2024. IWS Seawalker and IWS Starwalker will follow in Q2 and Q3 2024, respectively, and IWS Moonwalker and IWS Sunwalker are scheduled to be ready for operations in mid-2025.
ProCon mainly works on long-lead contracts, secured 3-12 months in advance. Offshore wind developers have a somewhat lower activity level of foundation and transition piece ("TP") installation and construction in 2023 before the activity is back on a solid growth track from 2024 onwards, backed by already announced projects. ProCon has strengthened its order backlog going into the second half of the year and is well positioned for the increasing offshore wind activity from 2024.
We expect PEAK Wind Group to continue its strong growth and expand its geographical scope and offerings. PEAK Wind has doubled in size (revenues and staff) over the last 18 months and foresees continued strong growth. To secure and expand its position, PEAK Wind expects to allocate additional resources to strategic initiatives and strengthen the operational platform with system investments and more administrative team members. These initiatives will temporarily reduce the operating margin as visible from our share of profit for Q2 before accounting adjustments. However, PEAK Wind is expected to secure another record year with about 30% topline growth.
IWS Fleet will, during Q3 continue to ramp up for its vessel operations, starting with IWS Skywalker in Q4 2023. All specialist positions related to ship operations and technical management will be filled. Hence, the cost base will increase in accordance with budgets.
IWS has moved into a new office and separated from management- and technical agreements between IWS and Awilhelmsen subsidiaries. Office rental costs, IT / ERP investments and operating expenses, in general, will therefore be somewhat higher in 2023 versus 2022. Management continues to focus on building a strong platform to secure the long-term success of the Group.
We confirm, to the best of our knowledge, that the condensed set of financial statements for the second quarter of 2023 have been prepared in accordance with IAS 34 Interim Financial Reporting and give a true and fair view of Integrated Wind Solutions' consolidated assets, liabilities, financial position and income statement, and that the interim report includes a fair review of the information required under the Norwegian Securities Trading Act section 5-6 fourth paragraph.
Oslo, 23 August 2023
Sigurd E. Thorvildsen Chair of the Board
Cathrine Haavind Board member
Synne Syrrist Board member
Jens-Julius Ramdahl Nygaard Board member
Daniel Gold Board member Lars-Henrik Røren CEO
(interim financial information is unaudited)
| YTD | YTD | ||||||
|---|---|---|---|---|---|---|---|
| In NOK thousands | Note | Q1 2023 | Q2 2023 | Q2 2022 | Q2 2023 | Q2 2022 | 2022 |
| Operating revenue | 2 | 61 990 | 61 454 | 54 861 | 123 444 | 104 452 | 215 566 |
| Share of net profit of associates | 1 840 | -1 191 | 1 302 | 649 | 2 580 | 3 685 | |
| Total revenue | 63 830 | 60 263 | 56 163 | 124 093 | 107 032 | 219 251 | |
| Operating expenses | 2 | -75 238 | -71 904 | -59 625 | -147 142 | -117 503 | -237 855 |
| Earnings before interest, taxes and dep. (EBITDA) | -11 408 | -11 641 | -3 462 | -23 049 | -10 471 | -18 604 | |
| Depreciation and amortisation | 3 | -1 067 | -1 464 | -1 330 | -2 531 | -3 020 | -6 000 |
| Earnings before interest and taxes (EBIT) | -12 475 | -13 105 | -4 792 | -25 580 | -13 491 | -24 604 | |
| Finance income | 2 267 | 4 475 | 143 | 6 742 | 432 | 1 599 | |
| Finance expenses | -527 | -655 | -1 196 | -1 182 | -1 954 | -3 588 | |
| Net foreign currency exchange gains | 4 032 | 1 420 | 1 533 | 5 452 | 1 614 | 2 648 | |
| Net finance income | 5 772 | 5 240 | 480 | 11 012 | 92 | 659 | |
| Loss before taxes | -6 703 | -7 865 | -4 312 | -14 568 | -13 399 | -23 945 | |
| Income tax expense | 4 | -428 | -284 | -193 | -712 | -65 | -774 |
| Loss for the period | -7 131 | -8 149 | -4 505 | -15 280 | -13 464 | -24 719 | |
| Attributable to non-controlling interests | 754 | 180 | 500 | 934 | 948 | 1 943 | |
| Attributable to shareholders of the parent | -7 885 | -8 329 | -5 005 | -16 214 | -14 412 | -26 662 | |
| Weighted average number of shares | 35 491 060 | 39 144 258 | 28 397 287 | 37 327 750 | 23 466 404 | 25 988 013 | |
| Basic and diluted earnings per share in NOK | -0.22 | -0.21 | -0.18 | -0.43 | -0.61 | -1.03 |
| YTD | YTD | ||||||
|---|---|---|---|---|---|---|---|
| In NOK thousands | Note | Q1 2023 | Q2 2023 | Q2 2022 | Q2 2023 | Q2 2022 | 2022 |
| Loss for the period | -7 131 | -8 149 | -4 505 | -15 280 | -13 464 | -24 719 | |
| Other comprehensive income | |||||||
| Items that may be reclassified subsequently to profit or loss |
|||||||
| Cash flow hedge, net of tax effect | 7 | 17 544 | 10 678 | 11 884 | 28 222 | 12 804 | 22 252 |
| Translation of foreign operations | 24 969 | 8 933 | 15 815 | 33 902 | 4 090 | 9 205 | |
| Total comprehensive income | 35 382 | 11 462 | 23 194 | 46 844 | 3 430 | 6 738 | |
| Attributable to non-controlling interests | 3 583 | 1 351 | 1 090 | 4 934 | 590 | 3 312 | |
| Attributable to shareholders of the parent | 31 799 | 10 111 | 22 104 | 41 910 | 2 840 | 3 426 |
| In NOK thousands | Note | 30.06.2023 | 31.03.2023 | 31.12.2022 | 30.06.2022 |
|---|---|---|---|---|---|
| ASSETS | |||||
| Non-current assets | |||||
| Vessels under construction | 3 | 713 866 | 657 597 | 532 776 | 376 227 |
| Other fixed assets | 3 | 21 392 | 4 192 | 2 681 | 1 591 |
| Intangible assets | 3 | 73 002 | 71 479 | 66 611 | 67 846 |
| Investments accounted for using the equity method | 149 819 | 146 989 | 134 090 | 133 321 | |
| Deferred tax assets | 4 | 2 503 | 1 963 | 1 691 | 5 573 |
| Other non-current assets | 6 503 | 6 705 | 7 182 | 6 973 | |
| Total non-current assets | 967 085 | 888 925 | 745 031 | 591 531 | |
| Current assets | |||||
| Contract assets | 29 396 | 52 195 | 30 531 | 17 943 | |
| Trade receivables | 75 287 | 51 894 | 78 888 | 61 524 | |
| Other current assets | 9 362 | 5 641 | 6 134 | 2 137 | |
| Cash and cash equivalents | 5 | 408 678 | 493 565 | 248 007 | 443 309 |
| Total current assets | 522 723 | 603 295 | 363 560 | 524 913 | |
| Total assets | 1 489 808 | 1 492 220 | 1 108 591 | 1 116 444 | |
| EQUITY AND LIABILITIES | |||||
| Equity | |||||
| Share capital | 9 | 78 289 | 78 289 | 57 076 | 57 076 |
| Share premium reserve | 9 | 1 288 976 | 1 288 986 | 969 244 | 970 687 |
| Retained earnings/other comprehensive income | 3 196 | 3 359 | -28 440 | -20 578 | |
| Non-controlling interests | 35 515 | 34 164 | 30 581 | 26 799 | |
| Total equity | 1 405 976 | 1 404 798 | 1 028 461 | 1 033 984 | |
| Non-current liabilities | |||||
| Non-current interest-bearing debt | 6 | 13 634 | 872 | 468 | 11 645 |
| Deferred tax liability | 4 | 5 307 | 4 180 | 3 050 | 8 411 |
| Other non-current liabilities | 7 716 | 4 705 | 3 943 | 930 | |
| Total non-current liabilities | 26 657 | 9 757 | 7 461 | 20 986 | |
| Current liabilities | |||||
| Trade payables | 15 423 | 19 989 | 16 901 | 27 099 | |
| Current interest-bearing debt | 6 | 12 701 | 22 502 | 17 042 | 6 305 |
| Other current liabilities | 29 051 | 35 174 | 38 726 | 28 070 | |
| Total current liabilities | 57 175 | 77 665 | 72 669 | 61 474 | |
| Total equity and liabilities | 1 489 808 | 1 492 220 | 1 108 591 | 1 116 444 |
| YTD | YTD | ||||||
|---|---|---|---|---|---|---|---|
| In NOK thousands | Note | Q1 2023 | Q2 2023 | Q2 2022 | Q2 2023 | Q2 2022 | 2022 |
| Cash flow from operating activities | |||||||
| Loss before tax | -6 703 | -7 865 | -4 312 | -14 568 | -13 399 | -23 945 | |
| Depreciation and amortisation | 3 | 1 067 | 1 464 | 1 330 | 2 531 | 3 020 | 6 000 |
| Gain on disposal of property, plant and equipment | 3 | - | -359 | - | -359 | - | - |
| Increase (-)/decrease (+) in trade and other receivables | 5 823 | -4 315 | 70 | 1 508 | -9 252 | -43 112 | |
| Increase (+)/decrease (-) in trade and other payables | -214 | -10 382 | 1 038 | -10 596 | 3 011 | 1 745 | |
| Net profit from associates | -1 840 | 1 191 | -1 302 | -649 | -2 580 | -3 685 | |
| Net cash flow from operating activities | -1 867 | -20 266 | -3 176 | -22 133 | -19 200 | -62 997 | |
| Cash flow from investing activities | |||||||
| Purchase of property, plant and equipment | 3 | -121 952 | -67 485 | -42 300 | -189 437 | -280 704 | -442 120 |
| Proceeds from sale of property, plant and equipment | 3 | - | 620 | - | 620 | - | - |
| Dividends received from associate | - | - | - | - | - | 2 531 | |
| Net cash flow from investing activities | -121 952 | -66 865 | -42 300 | -188 817 | -280 704 | -439 589 | |
| Cash flow from financing activities | |||||||
| Proceeds from issue of share capital/minority shareholder | 350 000 | - | 68 389 | 350 000 | 350 000 | 350 002 | |
| Equity issue costs | -9 046 | -10 | -556 | -9 056 | -6 556 | -6 556 | |
| Proceeds from (+)/repayment of (-) borrowings and loan fees | 4 241 | -16 371 | -16 527 | -12 130 | -10 672 | -15 039 | |
| Government grants | - | - | - | - | - | 8 664 | |
| Payment of lease liabilities | -192 | -747 | - | -939 | - | -465 | |
| Net cash flow from financing activities | 345 003 | -17 128 | 51 306 | 327 875 | 332 772 | 336 606 | |
| Cash and cash equivalents at the beginning of the period | 248 007 | 493 565 | 414 556 | 248 007 | 388 876 | 388 876 | |
| Net increase/(decrease) in cash and cash equivalents | 221 184 | -104 259 | 5 830 | 116 925 | 32 868 | -165 980 | |
| Exchange rate effects | 24 374 | 19 372 | 22 923 | 43 746 | 21 565 | 25 111 | |
| Cash and cash equivalents at the end of the period | 5 | 493 565 | 408 678 | 443 309 | 408 678 | 443 309 | 248 007 |
IN EQUITY (interim financial information is unaudited)
| Attributable to owners of the Company | |||||||
|---|---|---|---|---|---|---|---|
| In NOK thousands | Share capital | Share premium reserve |
Hedging reserve 8 |
Other equity |
Total | NCI 9 | Total equity |
| Equity at 01.01.2022 | 35 201 | 647 676 | -2 401 | -21 017 | 659 459 | 26 209 | 685 668 |
| Profit for the period | - | - | - | -14 412 | -14 412 | 948 | -13 464 |
| Other comprehensive income | - | - | 14 081 | 3 171 | 17 252 | -358 | 16 894 |
| Equity issue per 22.03.2022 | 17 601 | 264 010 | - | - | 281 611 | - | 281 611 |
| Equity issue per 12.04.2022 | 4 274 | 64 115 | - | - | 68 389 | - | 68 389 |
| Equity issue costs 10 | - | -5 114 | - | - | -5 114 | - | -5 114 |
| Total equity at 30.06.2022 | 57 076 | 970 687 | 11 680 | -32 258 | 1 007 185 | 26 799 | 1 033 984 |
| Equity at 01.01.2023 | 57 076 | 969 244 | 12 158 | -40 598 | 997 880 | 30 581 | 1 028 461 |
| Profit/Loss for the period | - | - | - | -16 214 | -16 214 | 934 | -15 280 |
| Other comprehensive income | - | - | 28 053 | 30 070 | 58 123 | 4 000 | 62 123 |
| Equity issue per 31.01.2023 | 21 213 | 328 787 | - | - | 350 000 | - | 350 000 |
| Equity issue costs 10 | - | -9 055 | - | - | -9 055 | - | -9 055 |
| Transfer to vessels under construction 8 |
- | - | -10 273 | - | -10 273 | - | -10 273 |
| Total equity at 30.06.2023 | 78 289 | 1 288 976 | 29 938 | -26 742 | 1 370 461 | 35 515 | 1 405 976 |
8 Hedging reserve is related to the Group's foreign currency hedges, presented net of tax of NOK 0.6 million. A hedging gain of NOK 10.3 million relating to hedge accounting applied to EUR payments for vessels under construction has been transferred to vessels under construction as a basis adjustment upon payment of the hedged yard instalment
9 Non-controlling interests are related to ProCon (25%) and IWS Services A/S (3%)
10 Equity issue costs and other transactions in equity are recorded net of tax to the extent the company will be able to utilise the tax deductions
Integrated Wind Solutions ASA (the "Company") is a public limited liability company incorporated and domiciled in Norway. The Company's registered office is Støperigata 2, 0250 Oslo, Norway.
These condensed consolidated interim financial statements (the Statements) comprise the Company and its subsidiaries, together referred to as the Group or IWS.
The condensed consolidated interim financial statements are presented in accordance with IAS 34 Interim Financial Reporting as issued by the International Accounting Standards Board (IASB) and as adopted by the European Union (EU). The Statements are presented in NOK rounded to the nearest thousand, except as otherwise indicated. The condensed consolidated interim financial statements are unaudited.
The accounting policies adopted in the preparation of the Statements are consistent with those applied in the preparation of the Group's annual consolidated financial statements for the year ended 31 December 2022. The Statements do not include all the information and disclosures required by International Financial Reporting Standards (IFRS) for a complete set of financial statements, and the Statements should be read in conjunction with the Group's annual consolidated financial statements for the year ended 31 December 2022, which includes a detailed description of the applied accounting policies. No new or revised International Financial Reporting Standards (IFRSs) have had a material impact on the Statements of the Group in the second quarter of 2023.
The Group is organised into business units based on its services and has two reportable segments:
No operating segments have been aggregated to form the above reportable operating segments.
Segment performance is evaluated based on profit or loss before tax and is measured consistently with profit or loss before tax in the consolidated financial statements. It includes inter-segment cost allocations, and excludes inter-segment management fees, guarantee fees and interests.
The following table presents revenue and profit information for the Group's operating segments for Q2 2023 and Q2 2022, respectively:
| Group functions/ | ||||||||
|---|---|---|---|---|---|---|---|---|
| IWS Fleet | IWS Services | eliminations 11 | Consolidated | |||||
| In NOK thousands | Q2 2023 | Q2 2022 | Q2 2023 | Q2 2022 | Q2 2023 | Q2 2022 | Q2 2023 | Q2 2022 |
| External customer revenue Share of profit of associate |
- | - | 61 283 | 54 399 | 171 | 462 | 61 454 | 54 861 |
| PEAK Wind 12 | - | - | - | - | -1 191 | 1 302 | -1 191 | 1 302 |
| Operating expenses | -1 960 | -974 | -62 511 | -51 812 | -7 433 | -6 839 | -71 904 | -59 625 |
| EBITDA | -1 960 | -974 | -1 228 | 2 587 | -8 453 | -5 075 | -11 641 | -3 462 |
| Depreciation and amortisation | - | - | -1 234 | -1 330 | -230 | - | -1 464 | -1 330 |
| EBIT | -1 960 | -974 | -2 462 | 1 257 | -8 683 | -5 075 | -13 105 | -4 792 |
| Net finance income | -5 | 49 | 1 212 | -1 001 | 4 033 | 1 432 | 5 240 | 480 |
| Profit before tax | -1 965 | -925 | -1 250 | 256 | -4 650 | -3 643 | -7 865 | -4 312 |
The following table presents assets and liabilities information for the Group's operating segments as of 30 June 2023 and 2022, respectively:
| Group functions/ | |||||||
|---|---|---|---|---|---|---|---|
| In NOK thousands | IWS Fleet | IWS Services | eliminations 11 | Consolidated | |||
| Segment assets | |||||||
| 30 June 2023 | 748 268 | 234 627 | 506 913 | 1 489 808 | |||
| 30 June 2022 | 389 696 | 189 855 | 536 893 | 1 116 444 | |||
| Segment liabilities | |||||||
| 30 June 2023 | 10 479 | 49 293 | 24 060 | 83 832 | |||
| 30 June 2022 | 3 409 | 69 164 | 9 887 | 82 460 |
11 Group functions/eliminations include revenue, expenses, assets, and liabilities of the parent company.
12 The Group's share of the net profit in PEAK Wind for the second quarter of 2023 is net of NOK 1.0 million amortisation of acquisition-related intangible assets (NOK 0.9 million in Q2 2022).
| Vessels | |||||
|---|---|---|---|---|---|
| under | Leased | Other | Intangible | ||
| In NOK thousands | construction | fixed assets | fixed assets | assets | Total |
| Acquisition cost at 01.01.2023 | 532 776 | 1 521 | 2 575 | 73 796 | 610 668 |
| Acquisitions/instalments in the period | 181 090 | 18 023 | 2 181 | - | 201 294 |
| Disposals in the period | - | - | -511 | - | -511 |
| Foreign exchange translation adjustments | - | 189 | 298 | 8 237 | 8 724 |
| Acquisition cost at 30.06.2023 | 713 866 | 19 733 | 4 543 | 82 033 | 820 175 |
| Accumulated depreciation at 01.01.2023 | - | -193 | -1 222 | -7 185 | -8 600 |
| Depreciation and amortisation | - | -920 | -606 | -1 005 | -2 531 |
| Disposals in the period | - | - | 250 | - | 250 |
| Foreign exchange translation adjustments | - | -41 | -152 | -841 | -1 034 |
| Accumulated depreciation at 30.06.2023 | - | -1 154 | -1 730 | -9 031 | -11 915 |
| Net carrying amount at 30.06.2023 | 713 866 | 18 579 | 2 813 | 73 002 | 808 260 |
The carrying value of vessels under construction includes yard instalments, other directly attributable project costs, guarantee fees and capitalised borrowing costs. Borrowing costs of NOK 4.0 million relating to the Green Senior Secured Credit Facility have been capitalised in the first half of 2023 (NOK 1.7 million in the first half of 2022).
Depreciation commences when the vessels are available for their intended use. Depreciation will be calculated on a straight-line basis over the useful life of the assets. Expected useful lives for vessels and dry-docking will be 30 years and 5 years, respectively.
The group leases offices and vehicles. Rental contracts are for periods up to five years. The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases and/or leases of low-value items.
Intangible assets include goodwill and other intangible assets recognised as part of the acquisitions of ProCon and Green Ducklings.
The Group has recognised a gain on disposal of NOK 0.4 million in the second quarter, which is included within operating revenue in the income statement.
| In NOK thousands | Q2 2023 | Q2 2022 |
|---|---|---|
| Current income tax | - | - |
| Changes in deferred tax | -284 | -193 |
| Total income tax expense | -284 | -193 |
The Group's ship-owning subsidiaries will be subject to tonnage tax. Companies subject to the tonnage tax regime are exempt from ordinary tax on their shipping income. In lieu of ordinary taxation, tonnage taxed companies are taxed on a notional basis based on the net tonnage of the companies' vessels. Income not derived from the operation of the vessels in international waters, such as financial income, is usually taxed
according to the ordinary taxation rules applicable in the resident country of each respective company.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised.
| In NOK thousands | 30.06.2023 | 31.03.2023 | 31.12.2022 | 30.06.2022 |
|---|---|---|---|---|
| Bank deposits denominated in NOK | 32 458 | 56 659 | 22 772 | 44 123 |
| Bank deposits denominated in NOK, restricted | 771 | 3 150 | 1 293 | 2 249 |
| Bank deposits denominated in DKK | 31 517 | 34 829 | 31 036 | 19 797 |
| Bank deposits denominated in EUR | 339 622 | 387 767 | 188 795 | 373 752 |
| Bank deposits denominated in other currencies | 4 310 | 11 160 | 4 111 | 3 388 |
| Total cash and cash equivalents | 408 678 | 493 565 | 248 007 | 443 309 |
| In NOK thousands | 30.06.2023 | 31.03.2023 | 31.12.2022 | 30.06.2022 |
|---|---|---|---|---|
| Borrowings | - | - | - | 11 645 |
| Lease liabilities | 13 634 | 872 | 468 | - |
| Non-current interest-bearing debt | 13 634 | 872 | 468 | 11 645 |
| Borrowings | - | - | - | 5 974 |
| Lease liabilities | 4 817 | 842 | 598 | - |
| Bank overdraft | 7 884 | 21 660 | 16 444 | 331 |
| Current interest-bearing debt | 12 701 | 22 502 | 17 042 | 6 305 |
| Total interest-bearing debt | 26 335 | 23 374 | 17 510 | 17 950 |
The Group is continuously exploring alternatives to finance the remaining portion of its newbuilding program in the most costefficient way. This includes, but is not limited to, bank financing, lease financing and bond financing. The Group may as part of such exploration initiate formal and/or informal dialogue with potential lenders and/or investors to explore and conclude on the preferable financing structure.
IWS signed a EUR 118.65 million Green Senior Secured Credit Facility with SEB, SR-Bank, and Eksfin in the second quarter of 2023 as an amendment to the pre-existing EUR 56.25 million facility. The proceeds of the facility will be used for long-term post-delivery financing of the Group's first four CSOVs. Final maturity of the EUR 36.1 million commercial tranche with SEB and SR-Bank is in 2028. Final maturity of the EUR 82.6 million Eksfin tranches, for which SEB and SR-Bank have provided bank guarantees of EUR 28.0 million, is in 2035 subject to the refinancing of the commercial tranche and bank guarantees. The Eksfin tranche qualifies for an attractive 12-year fixed interest rate option with the Commercial Interest Reference Rates ("CIRR") prevalent when the contracts and subcontracts for the vessels were signed.
Remaining instalments to the yard CMI for vessels under construction amount to EUR 224.6 million, of which EUR 45.7 million is due in 2023, EUR 109.6 million in 2024 and EUR 69.3 million in 2025.
IWS, including subsidiaries, has and will enter into foreign currency hedging contracts for certain long-term construction contracts. The change in the market value of these hedging contracts is reported net of tax effect under Other comprehensive income.
Awilco Technical Services AS ("ATS") assists IWS in the management of the Group's newbuilding program. For these services, IWS pays ATS a management fee based on an hourly rate subject to an annual adjustment of 100% of any increase in the Norwegian consumer price index. ATS is 100% owned by Awilco AS, which is 100% owned by Awilhelmsen AS.
The Company also provides management services to ATS, reported as external revenue within Group functions/ eliminations in Note 2 – Operating segments.
The technical services agreements have been terminated with effect from August 8th 2023, at which point technical services will be managed by the Group.
Awilhelmsen Management AS ("AWM") has provided IWS with administrative and general services including accounting, payroll, legal, secretary, and IT. IWS has paid AWM a yearly management fee based on AWM's costs plus a margin of 5%. AWM is 100% owned by Awilhelmsen AS, which owns 100% of Awilco AS. The management agreement has been terminated with effect from June 2023, from which point the relevant services have been managed by the Group.
IWS subleased office space from AWM on market terms up until 31 May 2023 when IWS moved to new premises unrelated to AWM.
The Group has agreements to pay an address commission to Awilco AS for services in assisting IWS with the conclusion and execution of the contracts for the first six vessels. The address commission amounts to 1% of the yard price and is payable to Awilco AS on the same payment schedule as payments to the yard. Address commission is capitalised as part of the acquisition costs of the vessels under construction.
| In NOK thousands, unless stated otherwise | Number of shares |
Par value per share |
Share capital | Paid-in premium |
Total paid-in capital |
|---|---|---|---|---|---|
| Share capital at 01.01.2023 | 28 538 198 | NOK 2.00 | 57 076 | 969 244 | 1 026 320 |
| Share capital increase 31 January 2023 | 10 606 060 | NOK 2.00 | 21 213 | 328 787 | 350 000 |
| Equity issue costs | -9 055 | -9 055 | |||
| Share capital at 30.06.2023 | 39 144 258 | NOK 2.00 | 78 289 | 1 288 976 | 1 367 265 |
All issued shares have a par value of NOK 2.00 and are of equal rights. Integrated Wind Solutions ASA is incorporated in Norway and the share capital is denominated in NOK.
In January, the Company successfully raised gross proceeds of NOK 350 million in a private placement by issuing 10,606,060
new shares at a subscription price of NOK 33 per share. Following the registration and issuance of the shares, the share capital of the Company is NOK 78,288,516 divided into 39,144,258 shares, each with a nominal value of NOK 2.00.
| Number | ||
|---|---|---|
| Shareholder | of shares | Ownership (in %) |
| Awilco AS | 15 430 999 | 39.4 |
| Skandinaviska Enskilda Banken AB | 2 936 408 | 7.5 |
| State Street Bank and Trust Company | 2 780 021 | 7.1 |
| Sundt AS | 1 853 106 | 4.7 |
| Danske Invest Norge Vekst | 1 824 358 | 4.7 |
| Clearstream Banking S.A. | 1 762 134 | 4.5 |
| Verdipapirfondet Nordea Norge Verdi | 1 451 843 | 3.7 |
| J.P. Morgan SE | 1 430 452 | 3.7 |
| Ludvig Lorentzen AS | 736 151 | 1.9 |
| Must Invest AS | 667 798 | 1.7 |
| Subtotal | 30 873 270 | 78.9 |
| Other shareholders | 8 270 988 | 21.1 |
| Total | 39 144 258 | 100.0 |
IWS has entered into a strategic partnership with Pan Ocean to market the Group's vessels for commissioning and maintenance work in the growing South Korean offshore wind market. A local partner improves the competitiveness of the Group's vessels in a market where there is a strong focus on local content.
Alternative performance measures (APMs), i.e. financial performance measures not within the applicable financial reporting framework, are used by the Group to provide supplemental information to the stakeholders. Financial APMs are intended to enhance the comparability of the results and cash flows from period to period, and it is the Group's experience that these are frequently used by analysts and investors.
The APMs are adjusted IFRS measures that are defined, calculated, and used consistently over time. Operational measures such as, but not limited to, volumes and utilisation are not defined as financial APMs. Financial APMs should not be considered as a substitute for measures of performance in accordance with IFRS. Disclosures of APMs are subject to established internal control procedures.
The Group's financial APMs are:
The reconciliation of Total revenue, EBIT and EBITDA with IFRS figures can be derived directly from the Group's consolidated Income Statement.
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