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Agilyx Interim / Quarterly Report 2023

Aug 22, 2023

3523_rns_2023-08-22_46e89105-6f5a-4d3d-8711-2d31cc71be38.pdf

Interim / Quarterly Report

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UNAUDITED RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2023 22 AUGUST 2023

Solid first half financial revenue; significant opportunity with Cyclyx

Tim Stedman, Chief Executive Officer said:

"We have delivered solid first half revenue, with growth driven by our Toyo Styrene project which is now being constructed on site in Japan. We have continued to see Agilyx projects move through the pipeline, however, progress has been slower than we would have liked, driven by macroeconomic conditions, and as a result we are reducing costs and focusing on circular pathways, targeting the development of three new projects per year going forward.

"Cyclyx revenue was impacted by reduced customer production capacity owing to facility maintenance, but since the period end, capacity and provision of feedstock has increased. We expect that Cyclyx volumes in the second half of the year will be substantially greater than what was delivered in the first half as they ramp up for the first Cyclyx Circularity Center (CCC), engineering for which is almost complete with construction expected to commence later this year.

"We continue to see significant opportunities with our TruStyrenyx partnership and Cyclyx feedstock offering to help solve the global challenge of plastic waste."

Summary
--------- --
USD 1H22 1H23 Change
Revenue 7,828,500 8,144,584 4%
Gross margin (754,728) 627,058 183%
Net
loss
(9,572,682) (11,051,371) -15%
Diluted loss per share (0.11) (0.13) -18%
Period end net cash 13,418,003* 8,060,036 -40%

*1H22 balance sheet is not included in this financial report, please refer to the 1H22 results announcement

  • Revenue up 4% with a significant improvement in gross margin;
  • o Agilyx revenue was \$4.6m driven by the Toyo Styrene contract;
  • o Cyclyx revenue of \$3.5m was impacted by lower customer production capacity;
  • Period end net cash of \$8.1m was down on prior year and includes a \$4.4m pre-payment from our JV partner for development of CCC1; a \$5m debt facility was secured after the period end;
  • Macroeconomic backdrop continues to impact the speed of decision making for conversion technology customers;
  • CCC engineering progressing well, with construction to immediately follow FID and capacity to source 70,000kta of waste today, increasing to 200,000kta within twelve months.

Additional information

1H22 1H23 Change
Financial KPIs
(USD)
Agilyx revenue 2,400,985 4,635,632 93%
Cyclyx
revenue
5,427,515 3,508,952 -35%
Deferred revenue 7,516,996* 4,879,049 -35%
Non-Financial KPIs
Agilyx volume in construction (kt) 3.3 3.3 0%
Cyclyx processed output (kt) 4.6 2.6 -45%
Total recordable incident rate 2.2 1.0 -55%

*1H22 balance sheet is not included in this financial report, please refer to the 1H22 results announcement

Future reporting dates

A trading update will be provided in the fourth quarter with the date to be confirmed in due course.

Conference call

A webcast presentation (in English) will be held for analysts and investors today at 9:00am (CET) hosted by Tim Stedman, CEO, Russ Main, CFO, Carsten Larsen, COO and Joe Vaillancourt, Cyclyx.

The event will be held on Microsoft Teams with viewers able to ask questions at the end of the presentation.

Dial in: www.microsoft.com/en-gb/microsoft-teams/join-a-meeting?rtc=1 Meeting ID: 296 225 653 897 Passcode: 4yHwVt

A recording of the presentation will be available after the event on our website at www.agilyx.com/investors/reports-presentations/.

Enquiries

Louise Bryant, SVP Corporate Development +44 7813 210 809 [email protected]

Kate Ringier, VP Communications & Government Affairs + 41 43 883 0396 [email protected]

Group trading performance

The half year financial results have not been audited or reviewed by the auditors.

Group revenue increased to \$8.1m (1H22: \$7.8m), with higher revenue at Agilyx offsetting a decline at Cyclyx. Agilyx revenue rose to \$4.6m (1H22: \$2.4m) driven by construction of our polystyrene project in Japan with Toyo Styrene. Cyclyx revenue was \$3.5m (1H22: \$5.4m) as volumes declined following lower customer production capacity due to facility maintenance. The facilities are now ramping back up and volumes in the second half are expected to be significantly higher than in the first half. The gross margin increased to \$627k (1H22: \$755k loss).

The increase in overhead costs is driven by professional fees with some increase in people costs as we begin to invest in the capabilities required to design and deliver Cyclyx Circularity Centers. Investment in Regenyx increased half on half as we upgraded equipment at our Tigard plant. The Group delivered a net loss of \$11.1m (1H22: \$9.6m loss), impacted by a lower gain on the warrant revaluation. The resulting diluted loss per share was \$0.13 (1H22: \$0.11 loss).

During the period the operating cash outflow was \$8.7m, an increase on the prior year due to a reversal in deferred revenue, as we delivered equipment for our Toyo Styrene project. The investment cash outflow was \$6.3m, up from \$1.7m last year as we begin to invest in equipment for the first Cyclyx Circularity Center. We saw a significant increase in cash from financing, with a net inflow of \$9.4m of which \$8.5m was from ExxonMobil associated with Cyclyx Circularity Center development fees. The resulting net cash outflow was \$5.6m (1H22: \$6.2m).

As at 30 June 2023 the Group's net cash position was \$8.1m (1H22: \$13.4m), including a \$4.4m prepayment from our JV partner to fund the first Cyclyx Circularity Center. After the period end a \$5m debt facility was secured.

Strategic update

Agilyx conversion business

As previously discussed, the macroeconomic backdrop is making customer decision making slower which is impacting conversion of the pipeline. We remain confident in the quality of our technology and in the value it will bring to our customers and downstream stakeholders. This has also been evidenced by a recent successful defense of our mixed waste plastic related patent in a challenge by a strategic major in France. In light of the weaker macroeconomic environment, we have decided to focus on select waste-to-product projects across polystyrene, PMMA and BTX and will right size our teams to be capable to develop three new projects each year.

The board believes that these strategic adjustments will strengthen the business by focusing on our core strengths and operating in markets where we have a clear competitive advantage.

Cyclyx feedstock management

Since the beginning of the year, the Group has been reviewing its strategy for Cyclyx in light of the significant opportunities that are opening up in the market. The development of the chemical recycling industry is limited by feedstock availability and this is being increasingly noted across the industry. The demand for feedstock for both advanced and mechanical recycling has grown significantly, and we are

looking at ways in which we can meet this demand whilst ensuring that shareholders benefit from the capability and technology which has been developed; an update will be provided in due course.

Late stage engineering on this CCC is almost complete and we anticipate construction to immediately follow the final investment decision.

Risks and uncertainties

The Group's activities, together with the factors likely to affect its future development, performance and position are set out above, and the financial position of the company, its cash flows and liquidity position are laid out in the unaudited financial statements. As described above, the current macroeconomic conditions present a headwind for the conversion business and revenue and cash generation are slower than anticipated. The directors consider that the outlook presents a risk and whilst the Group has instituted measures to preserve cash and secure additional finance, these circumstances create uncertainty over future trading results and cash flows. The Group's major shareholders have provided documented assurance that they will continue to support the company. Therefore, despite the uncertainties described above, the directors have a reasonable expectation that the company has adequate resources to adopt the going concern basis of accounting in preparing the financial statements.

Outlook

In Agilyx, we continue to make progress on our target of two new technology licenses this year. As previously flagged, the macroeconomic backdrop is having an impact on the speed of customer decision making with pipeline conversion slower than we had expected. Our TruStyrenyx partnership continues to add value and the INEOS Styrolution project development is progressing well. Discussions are continuing with Kumho and BioBTX about a license and we have signed an agreement to complete a fast-track FEL 3 engineering with BioBTX.

We remain strategically well positioned to realize the opportunities ahead and expect Cyclyx volume in the second half to increase over the first half, as customer facilities come back online and we introduce further 10 to 90 takeback programs, building on the momentum from the Houston pilot program. The business has developed the capacity to service 70,000kta which we anticipate increasing to 200,000kta over the next year. Engineering on the first Cyclyx Circularity Center is at an advanced stage and we anticipate moving into construction in the second half of the year and once commissioned is expected to be earnings accretive for the Group.

As we look ahead, there continues to be an enormous opportunity to accelerate our growth and help solve the global challenge of plastic waste.

Unaudited Financial Statements

The half year financial results have not been audited or reviewed by the auditors.

Directors Responsibility Statement

The Board of Directors and the Chief Executive Officer have reviewed and approved the interim management report and the unaudited consolidated interim financial statements for Agilyx ASA as of 30 June 2023. The consolidated financial statements have been prepared in accordance with IFRS and IFRIC as adopted by the EU and applicable additional disclosure requirements in the Norwegian Accounting Act.

To the best of our knowledge:

  • The unaudited consolidated interim financial statements for 2023 have been prepared in accordance with applicable financial reporting standards;
  • The unaudited consolidated interim financial statements give a true and fair view of the assets, liabilities, financial position and profit as a whole as of 30 June 2023 for the Group;
  • The interim management report includes a fair review of the development and performance of the business and the financial position of the Group.

The Board of Directors

Jan Secher (Chair of the Board) Ranjeet Bhatia Carolyn Clarke (Chair, Audit Committee) Martha Crawford (Chair, Compensation Committee) Steen Jakobsen Catherine Keenan (Chair, ESG Committee) Peter Norris

Oslo, Norway 22 August 2023

Group Income Statement

Agilyx ASA interim consolidated income statement for the six months ended 30 June

Unaudited Unaudited
Amounts in USD Note HY 2022 HY 2023
Operating revenue and operating expenses
Revenues 3 7,828,500 8,144,584
Cost of revenues 4 8,583,228 7,517,526
Gross margin (754,728) 627,058
Research costs 1,141,101 1,732,421
Sales and marketing 774,802 1,353,479
General and administrative 8,408,148 8,413,695
Total operating expenses 4 & 5 10,324,051 11,499,595
Operating loss (11,078,779) (10,872,537)
Financial income and financial expenses
Impairment of investment in associate 9 (833,045) (1,095,819)
Fair value gain on warrant agreement 14 2,534,972 1,273,425
Interest expense (66,184) (29,563)
Other financial income 20,374 20,095
Other financial expense (150,020) (330,301)
Net financial income/(expense) 1,506,097 (162,163)
Loss before tax (9,572,682) (11,034,700)
Income tax expense - -
Loss for the period (9,572,682) (11,034,700)
Other comprehensive loss for the period - (16,671)
Total comprehensive loss for the period (9,572,682) (11,051,371)
Total comprehensive loss for the period attributable
to:
Equity holders of the parent (8,822,820) (10,181,807)
Non-controlling interest (749,862) (869,564)
(9,572,682) (11,051,371)
Loss per share, basic (0.11) (0.13)
Loss per share, diluted (0.11) (0.13)

Group Balance Sheet

Agilyx ASA interim Consolidated Balance Sheet

Audited Unaudited
Amounts in USD Note As at 31 December As at 30 June
2022 2023
ASSETS
Non-current assets
Intangible assets 7 4,002,430 3,794,555
Property, plant and equipment 8 1,619,988 6,719,692
Right of use asset 708,848 643,036
Other non-current assets 89,624 639,504
Total non-current assets 6,420,890 11,796,787
Current assets
Accounts receivable 10 2,443,453 1,556,275
Inventory 11 1,687,126 2,306,081
Prepaid expenses and other current assets 367,873 321,976
Cash and cash equivalents 13,671,319 8,060,036
Total current assets 18,169,771 12,244,368
TOTAL ASSETS 24,590,661 24,041,155
LIABILITIES AND STOCKHOLDERS' EQUITY
Equity
Share capital 16 143,040 143,501
Share premium 53,854,378 54,091,827
Additional paid-in capital 8,591,495 9,671,993
Total paid-in equity 62,588,913 63,907,321
Uncovered loss (56,124,834) (66,306,641)
Foreign currency translation (101,111) (117,782)
Non-controlling interest 696,640 9,107,076
Total equity 7,059,608 6,589,974
LIABILITIES
Non-current liabilities
Long-term lease liability 465,435 535,114
Warrant liability 14 6,303,189 4,772,264
Total non-current liabilities 6,768,624 5,307,378
Current liabilities
Accounts payable 12 2,640,756 6,223,303
Accrued expenses and other current liabilities 13 1,909,543 890,682
Contract liability 5,945,535 4,879,049
Current portion lease liability 266,595 150,769
Total current liabilities 10,762,429 12,143,803
TOTAL LIABILITIES 17,531,053 17,451,181
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 24,590,661 24,041,155

Oslo, Norway 22 August 2023

Jan Secher Tim Stedman Ranjeet Bhatia

Chairman CEO Board Member

Catherine C. Keenan Steen Jakobsen Carolyn Clarke

Board Member Board Member Board Member

Martha Crawford Peter Norris

Board Member Board Member

Group Cashflow Statement

Agilyx ASA interim consolidated statements of cash flows for the six months ended 30 June

Unaudited Unaudited
Amounts in USD HY 2022 HY 2023
Loss for the period (9,572,682) (11,051,371)
Depreciation and amortization 270,824 341,461
Amortization on ROU assets 100,352 65,812
Result from investment in Regenyx 833,045 1,095,819
Stock based compensation 677,223 822,998
Fair value gain on financial instruments (2,534,972) (1,273,425)
Interest expense 35,666 28,264
Accounts receivable (133,601) 887,178
Inventory - (618,955)
Accounts payable and accrued liabilities 412,748 2,563,686
Prepaid expenses and other assets (1,084,538) (503,983)
Contract liability 6,140,543 (1,066,486)
Other timing differences (411) (16,671)
Net cash from operations (4,855,803) (8,725,673)
Regenyx investment funding (833,045) (1,095,819)
Purchases of property and equipment (871,262) (5,233,290)
Net cash from investments (1,704,307) (6,329,109)
Proceeds from Cyclyx member contributions 1,031,104 9,280,000
Increases in share capital 131,116 237,910
Principal paid on lease liabilities (147,324) (46,147)
Interest paid on lease liabilities (35,666) (28,264)
Principal paid on notes payable (571,271) -
Net cash from financing 407,959 9,443,499
Net decrease in cash and cash equivalents (6,152,151) (5,611,283)
Cash and cash equivalents at beginning of the period 19,570,154 13,671,319
Cash and cash equivalents at end of the period 13,418,003 8,060,036

Interim Consolidated Statement of Changes in Equity (Unaudited)

USD Share
capital
Share
premium
Additional
paid-in
capital
Uncovered
loss
Foreign
currency
translation
Total
attributable
to equity
holders of
the parent
Non
controlling
interest
Total
Group Equity
Balance,
1 January 2022
86,222 40,493,564 7,042,680 (34,116,177) - 13,506,289 1,041,533 14,547,822
Proceeds from exercise of stock options and warrants 771 130,345 - - - 131,116 - 131,116
Par value increase (from NOK 0.01 to NOK 0.02) 44,123 (44,123) - - - - - -
Equity settled share-based
payment
- - 677,223 - - 677,223 - 677,223
Payment made from non-controlling interest in Cyclyx Int. LLC - - - - - - 1,031,104 1,031,104
Total comprehensive loss for the period - - - (8,822,820) - (8,822,820) (749,862) (9,572,682)
Balance,
30 June 2022
131,116 40,579,786 7,719,903 (42,938,997) - 5,491,808 1,322,775 6,814,583
Balance,
1 January 2023
143,040 53,854,378 8,591,495 (56,124,834) (101,111) 6,362,968 696,640 7,059,608
Proceeds from exercise of stock options and warrants 461 237,449 257,500 - - 495,410 - 495,410
Equity settled share-based
payment
- - 822,998 - - 822,998 - 822,998
Payment made from non-controlling interest in Cyclyx Int. LLC - - - - - - 9,280,000 9,280,000
Other comprehensive loss - - - - (16,671) (16,671) - (16,671)
Total comprehensive loss for the period - - - (10,181,807) - (10,181,807) (869,564) (11,051,371)
Balance,
30 June 2023
143,501 54,091,827 9,671,993 (66,306,641) (117,782) (2,517,102) 9,107,076 6,589,974

Notes to the Accounts

Note 1: Accounting Policies

Agilyx ASA is a Norwegian company, located in Oslo, Norway and the parent and ultimate parent company in the Agilyx Group. The Agilyx Group headquarters are located in Portsmouth, New Hampshire and Tigard, Oregon (USA) with satellite offices located in Switzerland and Denmark.

Agilyx ASA was incorporated on November 22, 2019 as a shelf company and there was no activity in 2019. Agilyx AS became the parent of the Agilyx Group through a reorganization in early January 2020. The Group was reorganized such that the shareholders of Agilyx Corporation contributed their shares in Agilyx Corporation for shares in Agilyx ASA resulting in Agilyx Corporation becoming a 100% owned subsidiary of Agilyx ASA. The transaction was accounted for as an inverse acquisition using continuity on Agilyx Corporation book values in the consolidated Group statements. However, the underlying business of the Agilyx Group has been in existence since 2004.

The Agilyx Group has developed comprehensive systems, proven technologies and a unique chemistry knowledge base to give post-use plastics new purpose. We have proprietary technology for identifying, managing and preprocessing waste into feedstock. Our integrated solutions can take waste polymers and produce discreet monomers that can be fully recycled back into virgin-equivalent products. Agilyx is committed to using innovative technology for good and helping solve the immense global problem of plastic waste.

These financial statements have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting ("IAS 34"). They do not include all disclosures that would otherwise be required in a complete set of financial statements and should be read in conjunction with the 2022 annual report.

The interim consolidated financial statements have been prepared on a going concern basis, which assumes that the Group will be able to meet its cash flow requirements despite incurring losses in the half year ended June 30, 2023 and June 30, 2022. The current macroeconomic conditions present a headwind for the Agilyx conversion business and revenue generation is slower than anticipated. There is, therefore, a material uncertainty that may cast significant doubt upon the Company's ability to continue as a going concern and, therefore, that it may be unable to realize its assets and discharge its liabilities in the normal course of business. Management has continued to take actions to ensure the Group will continue as a going concern, including actively managing payables and obtaining additional funding via the Bond agreement described in note 19. The Group's major shareholder has provided documented assurance that they will continue to support the Group. Therefore, despite the uncertainties described above, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and at least one year from 22 August 2023.

The first full annual report prepared in accordance with International Financial Reporting Standards and International Accounting Standards and Interpretations as approved by the European Union (collectively "IFRSs") were prepared for the year ended December 31, 2021.

The accounting policies, significant estimates and judgements for the six months ended June 30, 2023 are consistent with those disclosed in the December 31, 2022 financial statements, other than any new amendments that became effective for periods beginning January 1, 2023, which are discussed below.

New standards, interpretations and amendments adopted at January 1, 2023

Of the amendments that were effective for the first time for periods beginning on or after January 1, 2023 none had a specific impact on the results of the Agilyx Group.

New standards, interpretations and amendments not yet effective

There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective in future accounting periods that the Group has decided not to adopt early. Agilyx Group is currently assessing the impact of these new accounting standards and amendments, but does not expect a material impact at this stage.

Note 2: Significant Events and Transactions

Cyclyx International is advancing the development of a previously announced, first of its kind, Cyclyx Circularity Center (CCC), an advanced plastic feedstock processing facility in Texas. Financial support has been secured from ExxonMobil Product Solutions Company for initial funding of up to \$9.53M to allow completion of engineering and to facilitate the ordering of key long lead time equipment, of which \$8.53M has already been received (at December 31, 2022: \$1.75M). The advance has been included within equity, specifically non-controlling interest, as it represents a non-dilutive capital contribution which Cyclyx or any other member of the Agilyx Group, does not have any obligation to repay and there is therefore no expectation of an outflow of economic resources being required in order to settle the advance.

It is anticipated that completion of construction of the CCC will be the first half of 2024 and commissioning is expected in the second half of 2024.

Note 3: Revenues

Geographical distribution of revenues HY 2022 HY 2023
APAC 2,074,951 4,419,551
Europe 88,119 155,925
USA 5,604,940 3,569,108
Other 60,490 -
Total sales by customers location 7,828,500 8,144,584
Product category
Sale of goods 5,203,400 7,668,737
Project development 2,396,181 -
License, membership and royalty fees 228,919 475,847
Total sales by category 7,828,500 8,144,584

Note 4: Operating Expenses By Nature

Agilyx presents the operating expenses by function in the Profit and Loss Statement. Below is the total operating expenses presented by nature.

Operating expenses classified by nature

HY 2022 HY 2023
Raw materials and consumables 4,572,722 2,090,776
Salaries and related costs (note 5) 7,742,250 8,401,650
Depreciation and amortization 371,176 407,273
Professional fees 4,935,068 6,498,266
Office expenses 536,091 670,819
Insurance 283,497 254,336
Other operating expenses 466,475 694,001
Total expenses 18,907,279 19,017,121

Note 5: Salary And Social Costs

HY 2022 HY 2023
Salaries 5,723,631 6,001,579
Benefits and other expenses 748,272 997,923
Share based compensation (note 15) 677,223 822,998
Pension costs 75,505 (17,937)
Social security and payroll tax costs 517,619 597,087
Total salaries 7,742,250 8,401,650

Agilyx ASA is required to provide an occupational pension scheme pursuant to the Act relating to Mandatory Occupational Pensions. The company's pension scheme complies with the requirements under that law. Agilyx GmbH, Switzerland has a mandatory pension arrangement for all employees through a state-run system. The arrangements are defined as a contribution plan. Agilyx has no pension arrangements in any of its other entities. This is in line with the corresponding local legislation of its operations.

Senior Officers and Members of the Executive Board remuneration - HY2023

Share based
Salary Other benefits compensation Total
Timothy Stedman, Group CEO 229,732 42,383 59,851 331,966
Chris Faulkner, CTO 126,585 13,776 35,619 175,980
Russell Main, CFO 138,256 47,121 24,195 209,572
Mark Barranco, SVP Engineering & Education 141,010 10,644 50,597 202,251
Joe Vaillancourt, Cyclyx CEO 184,111 9,982 59,491 253,584
Louise Byrant, SVP Investor Relations 142,198 - 29,961 172,159
Isabel Charlotte Hacker, General Council 178,042 51,559 50,232 279,833
Carsten Larsen, CCO 161,643 24,006 106,812 292,461
Stephen Hamlet, VP of Human Resources 98,451 - 13,215 111,666
Kate Ringier, VP Communications & Government Affairs 116,143 23,128 27,720 166,991
2,196,463

Senior Officers and Members of the Executive Board remuneration - HY2022

Share based
Salary Other benefits compensation Total
Timothy Stedman, Group CEO 216,589 191,511 125,087 533,187
Chris Faulkner, CTO 109,358 46,720 21,716 177,794
Russell Main, CFO 119,931 51,439 2,060 173,430
Mark Barranco, SVP Engineering & Education 122,333 47,699 51,202 221,234
Joe Vaillancourt, Cyclyx CEO 167,351 299,641 - 466,992
Isabel Charlotte Hacker, General Council 162,441 74,426 61,921 298,788
Carsten Larsen, CCO 134,076 14,748 134,598 283,422
Kate Ringier, VP Communications & Government Affairs 105,966 38,784 37,563 182,313
2,337,160

The CEO received his salary from Agilyx GmbH, Switzerland.

The CEO has a severance agreement whereby he will receive 100% pay for 6 months for termination by the Company without cause.

Note 6: Segment Information

The below tables include all relevant segment information as required by IFRS 8. There has been no change in the segments or basis of allocation from the basis described in the annual financial statements.

Profit and Loss

HY 2022 HY 2023
Cyclyx Agilyx Total Cyclyx Agilyx Total
Revenues from external customers 5,427,515 2,400,985 7,828,500 3,508,952 4,635,632 8,144,584
Depreciation and amortization 15,364 355,812 371,176 29,922 377,351 407,273
Segment loss (2,909,778) (8,169,001) (11,078,779) (3,771,836) (7,100,701) (10,872,537)
Result from investment in Regenyx (833,045) (1,095,819)
Fair value gain on warrant agreements 2,534,972 1,273,425
Interest expense (66,184) (29,563)
Other financial expense, net (129,646) (310,206)
Non-controlling interest 749,862 869,564
Other comprehensive loss - (16,671)
Group net loss - Equity Holders of the Parent (8,822,820) (10,181,807)

Balance Sheet FY 2022 HY 2023 Non-current asset additions 201,500 732,614 934,114 5,106,105 127,185 5,233,290 Reportable segment assets 9,614,712 14,975,949 24,590,661 16,919,953 7,121,202 24,041,155 Total group assets 24,590,661 24,041,155 Reportable segment liabilities 6,016,341 5,211,523 11,227,864 6,375,229 6,303,688 12,678,917 Derivative financial liabilities 6,303,189 4,772,264 Total group liabilities 17,531,053 17,451,181

Revenue by geography - Revenue by geography is included in note 3. The Cyclyx segment revenue is primarily derived from the US.

Non-current assets by geography - All non-current assets reside in the US. The Group has the following major customers, which each accounted for at least 10% of revenues in the six months ended June 30, 2022 and 2023

HY 2022 HY 2023 Segment
Customer A 5,222,595 3,297,685 Cyclyx
Customer B 2,074,951 4,371,051 Agilyx

During the period, the macroeconomic conditions and the direct impact they have had on the Group's performance, provided an indicator of impairment affecting both Cash Generating Units ("CGUs") (Agilyx and Cyclyx). Management performed an impairment review of both CGUs and did not identify any impairments based on the analysis performed.

Note 7: Intangible Assets

Licensed Exclusivity
technology license Total
(i) Cost
Balance at January 1, 2022 3,575,000 1,188,378 4,763,378
Additions - - -
Balance at December 31, 2022 3,575,000 1,188,378 4,763,378
Balance at January 1, 2023 3,575,000 1,188,378 4,763,378
Additions - - -
Balance at June 30, 2023 3,575,000 1,188,378 4,763,378
(ii) Accumulated amortization
Balance at January 1, 2022 364,948 - 364,948
Amortization charge 178,750 217,250 396,000
Balance at December 31, 2022 543,698 217,250 760,948
Balance at January 1, 2023 543,698 217,250 760,948
Amortization charge 89,375 118,500 207,875
Balance at June 30, 2023 633,073 335,750 968,823
(iii) Net book value
Balance at December 31, 2022 3,031,302 971,128 4,002,430
Balance at June 30, 2023 2,941,927 852,628 3,794,555

Note 8: Property, Plant and Equipment

Leasehold Machinery and
improvements equipment Total
Costs
At cost January 1, 2022 715,869 579,696 1,295,565
Additions 386,473 547,641 934,114
At cost December 31, 2022 1,102,342 1,127,337 2,229,679
At cost January 1, 2023 1,102,342 1,127,337 2,229,679
Additions 85,352 5,147,938 5,233,290
At cost June 30, 2023 1,187,694 6,275,275 7,462,969
Depreciation
Accumulated depreciation January 1, 2022 222,003 238,445 460,448
Depreciation for the year 27,317 121,926 149,243
Accumulated depreciation December 31, 2022 249,320 360,371 609,691
Accumulated depreciation January 1, 2023 249,320 360,371 609,691
Depreciation for the year 26,477 107,109 133,586
Accumulated depreciation June 30, 2023 275,797 467,480 743,277
Net book value December 31, 2022 853,022 766,966 1,619,988
Net book value June 30, 2023 911,897 5,807,795 6,719,692

Note 9: Investment in Regenyx

Agilyx holds a 50% interest in Regenyx. Regenyx was formed in April 2019 and shares its operation space with Agilyx and Cyclyx in Tigard, OR.

Despite holding a 50% interest, Agilyx has assessed that it does not have control or joint control of Regenyx. This is driven by the other 50% shareholder controlling the purchases and sales of Regenyx, via various mechanisms within the operating agreements. Agilyx does have the power to participate in the financial and operating policy decisions of the investee, via its board position. Agilyx has therefore determined that it has significant influence over Regenyx and its investment is therefore measured using the equity method as an investment in associate.

In the period between April 2021 and April 2024 under certain conditions Agilyx is subject to a contractual obligation to purchase all of AmSty's equity investment in Regenyx at the option of AmSty ("put option"). The purchase price is based on the fair market value of the membership units held by AmSty at the date of exercise. The strike price of the option is fair value. Hence, the value of consideration due upon exercise of the option and the asset acquired (shares), would be equal and therefore no value has been attributed to this put option. At the date of this report, no events have occurred that will initiate the purchase of AmSty's investment in Regenyx.

Impairment of investment

.

Agilyx Group is split into two CGUs for impairment analysis purposes, Agilyx and Cyclyx, which is in alignment with the segments disclosed in note 6. Regenyx is part of the Agilyx reportable segment. Furthermore, the investment in Regenyx is separately assessed for impairment because it is able to generate cashflows that are largely independent of the cash inflows from other assets or groups of assets.

In accordance with the criteria in IAS 28, due to forecasted negative cash flows being generated by the entity, which would require capital contributions from Agilyx and AmSty to support the continued operation impairment to the carrying value has been recognized since January 1, 2021.

Due to the projected negative cash flows and the unique nature of the underlying plant, it was determined that the recoverable amount was zero under both the value in use and fair value less cost to sell methodology therefore the investment in Regenyx has been fully impaired since January 1, 2021. As can be seen in the tables below, subsequent capital investments by Agilyx, led to impairments for both balance sheet periods presented, on the basis that the recoverable amount using the value in use and fair value less cost to sell methodologies would lead to a fully written off investment.

Despite the impairment, Agilyx Group continues to invest in Regenyx for the broader benefits that it brings to the group, which include servicing an important customer in AmSty, as well as, providing R&D and marketing value to demonstrate various new and current technologies being developed and implemented by the Group.

Calculation of Balance Sheet value of investment in Regenyx

Balance Sheet value January 1, 2022 -
Investment during 2022 2,539,270
Impairment (2,539,270)
Balance Sheet value December 31, 2022 -
Investment during 2023 1,095,819
Impairment (1,095,819)
Balance Sheet value June 30, 2023 -

Note 10: Accounts Receivable

FY 2022 HY 2023
Trade accounts receivable 231,738 428,615
Related party receivables (note 17) 1,815,159 1,127,660
Payroll tax refund receivable 396,556 -
Total accounts receivable 2,443,453 1,556,275

The carrying amount of accounts receivable is measured at amortized cost, which approximates fair value.

Note 11: Inventory

Inventories consist of the following:

FY 2022 HY 2023
Raw materials 184,165 196,752
Finished goods 1,502,961 2,109,329
Total inventory 1,687,126 2,306,081

Note 12: Accounts Payable

FY 2022 HY 2023
Accounts payable 2,640,756 6,115,200
Related party payables (note 17) - 108,103
Total accounts payable 2,640,756 6,223,303

Note 13: Accrued Expenses And Other Current Liabilities

FY 2022 HY 2023
Payroll and related accruals 334,813 665,210
Related party accruals (note 17) 103,894 64,759
Products and services 1,470,836 160,713
Total accrued expenses and other current liabilities 1,909,543 890,682

Note 14: Warrants

The Company has granted warrants in connection with various debt and equity issuances. The following table reflects the total of outstanding warrants as of June 30, 2023 that are exercisable into ordinary shares:

Number of
ordinary shares
Exercise price per
share - USD
Expiration
Ordinary share warrants converted to subscription rights 2,322,100 1.00 2025
FY 2022 HY 2023
Warrant liabilities 6,303,189 4,772,264

The ordinary share warrants and subscription rights are the only financial instruments measured at fair value through the profit and loss. This treatment is required for the Warrants because the terms of the Warrant include a cash less exercise option, which triggers derivative treatment in accordance with IFRS 9. This is because their values change in response to a specified financial instrument price (Agilyx Group stock price), they required no initial net investment, and they will be settled at a future date.

All ordinary share warrants and subscription rights are measured using level 3 inputs on the fair value hierarchy.

There were no transfers between the levels of the fair value hierarchy during any of the periods presented.

The valuation of the warrant liability was performed using the Black Scholes Model, the following inputs were significant in the computation of fair values at each reporting date:

December 31, 2022 June 30, 2023
Expected term 07-Aug-25 07-Aug-25
Equity volatility 30% 45%
Risk free rate 4.34% 4.83%

As the outstanding warrants for Agilyx are well in the money as of the June 30, 2023 and December 31, 2022 reporting dates, the valuations performed determined that the preponderance of the amount, for each of the respective dates, was intrinsic value in nature. Hence there was very little time value associated with the estimate of value calculated. As a result of this relationship, the change in the value of the instruments is going to be more closely correlated with the change in the underlying equity price as opposed to a change in volatility. This determination was corroborated with the sensitivity calculations completed.

During the six months ended June 30, 2023, 125,000 warrants were exercised.

The sensitivity analysis of a reasonably possible change in one significant unobservable input, being the underlying equity value, holding other inputs constant would be:

Equity value at expiration -5% Equity value at expiration + 5%
At December 31, 2022 (315,160) 315,159
At June 30, 2023 (238,613) 238,613

The reconciliation of the opening and closing fair value balance of level 3 financial instruments is provided below:

Warrant liability
At January 1, 2022 7,570,647
Loss on warrant value - presented as fair value gain through profit and loss (1,267,458)
At December 31, 2022 6,303,189
Warrants exercised (converted into 125,000 ordinary shares) (257,500)
Loss on warrant value - presented as fair value gain through profit and loss (1,273,425)
At June 30, 2023 4,772,264

Note 15: Stock Option Plan

Stock option activity
Number
of
shares
Weighted
average
exercise
price
Weighted
average
contractual
term (years)
Aggregate
intrinsic value
Balance at January 1, 2022 11,432,624 \$1.17 7.8 33,223,561
Share authorized
Options granted 1,815,000 2.62
Options exercised (769,509) 0.28
Options forfeited/expired (188,899) 2.30
Balance at December 31, 2022 12,289,216 \$1.40 7.71 26,343,495
Share authorized
Options granted 140,000 3.41
Options exercised (631,249) 0.19
Options forfeited/expired (66,672) 1.70
Balance at June 30, 2023 11,731,295 \$1.51 7.27 19,438,730
Options vested and expected
to vest at June 30, 2023 11,731,295 \$1.51 7.27 19,438,730
Options exercisable 7,707,315 \$1.09 7.10 14,615,596

The following information is relevant in the determination of the fair value of options granted during the year under the equity share based remuneration schemes operated by the Group.

All employees Key management personnel
FY 2022 HY 2023 FY 2022 HY 2023
Equity-settled
Option pricing model used Black-Scholes Black-Scholes Black-Scholes Black-Scholes
Share price at grant date (weighted
average)
\$1.02 \$1.13 \$1.05 \$1.20
Exercise price (weighted average) \$2.62 \$3.41 \$2.75 \$3.47
Contractual life (weighted average) 6.12 10.99 6.15 11.00
Expected volatility (weighted
average)
32% 53% 33% 59%
Expected dividend growth rate 0% 0% 0% 0%
Risk free interest rate (weighted
average)
2.84% 3.08% 2.90% 3.10%

The options outstanding have a range of exercise prices from \$0.06 to \$3.89

Note 16: Shareholders as of June 30, 2023 And Shares Held by the CEO And Board Members

As at June 30, 2023
Saffron Hill Ventures 36,623,500 42.9 %
Morgan Stanley & Co. Int. Plc. 8,081,767 9.5 %
Six Sis AG 5,596,819 6.6 %
Citibank 5,376,240 6.3 %
Clearstream Banking S.A. 4,123,742 4.8 %
Merrill Lynch 3,746,671 4.4 %
BNP Paribas Securities Services 2,212,069 2.6 %
SEB CMU/SECFIN Pooled Account 1,967,612 2.3 %
MP Pension PK 1,567,951 1.8 %
Sundt AS 1,067,186 1.3 %
Verdipapirfondet Fondsfinans Norge 919,292 1.1 %
Others 14,003,358 16.4 %
Total 85,286,207 100.0 %

Ordinary shares include 85,286,207 shares at par value NOK 0.02, all issued and fully paid.

At January 1, 2022 there were 77,532,946 ordinary shares. Within the statement of changes in equity the share capital column provides a reconciliation of the par value of the ordinary shares for the six months ended June 30, 2023. The table above presents the period end balance in total. The movements can be computed using the share capital column and adjusting for the NOK exchange rate at the relevant transaction dates.

The total number of authorized shares was 87,705,500 at December 31, 2022 and June 30, 2023.

Note 17: Related Party Transactions

During the six months ended June 30, 2023, Cyclyx had \$3.3M of product sales to ExxonMobil Chemical Co., a minority holder in Cyclyx (\$5.1M for the 6 months ended June 30, 2022).

Included within Related party receivables in note 10, is \$406K due from Regenyx as at June 30, 2023 (\$1.4M at December 31, 2022), and \$722k due from Exxon Mobil (\$453K at December 31, 2022).

Included within Related party payables in note 11, is \$108K due to Non-Executive Board members at June 30, 2023 (December 31, 2022: \$0) and associated with their work in the year ended December 31, 2022.

Included within Related party accruals in note 13, is \$65k due to Non-Executive Board members at June 30, 2023 (December 31, 2022: \$104k).

Note 18: Income Taxes

In December 2021, the Organization for Economic Co-operation and Development (OECD) released a draft legislative framework for a global minimum tax that is expected to be used by individual jurisdictions. The goal of the framework is to reduce the shifting of profit from one jurisdiction to another in order to reduce global tax obligations in corporate structures. In March 2022, the OECD released detailed technical guidance on Pillar Two of the rules.

The IASB issued the final Amendments (the Amendments) International Tax Reform – Pillar Two Model Rules, in response to stakeholder concerns, on 23 May 2023.

The Amendments introduce a temporary exception to entities from the recognition and disclosure of information about deferred tax assets and liabilities related to Pillar Two model rules. The Amendments also provide for additional disclosure requirements with respect to an entity's exposure to Pillar Two income taxes.

The amendments to IAS 12 were effective immediately, however, the amendments have not yet been endorsed for adoption in the Agilyx Group's jurisdiction, and therefore, the Agilyx Group is unable to apply them as at 30 June 2023.

Therefore, for the half year ended 30 June 2023, the Agilyx Group has developed an accounting policy, in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors to not account for deferred taxes related to Pillar Two income taxes. The Agilyx Group believes this policy results in the most relevant and reliable information. While the Agilyx Group evaluates the implications of Pillar Two, the effect of the application of this accounting policy is expected to be consistent with the effect of the amendments to IAS 12 when they are adopted by the Agilyx Group.

Note 19: Subsequent Events

On July 6, 2023 Agilyx ASA entered into a Bond Agreement with Nordic Trustee AS, to issue a series of twenty five \$200,000 bonds, to raise a total of \$5,000,000. Interest will be charged on these amounts at rates of between 12-15% per annum. The bonds will become payable on October 7, 2024, with a clause that permits early redemption by Agilyx ASA. The bonds are secured by a Guarantee issued by Agilyx Corporation over its shares and its shares in Cyclyx International LLC, its bank accounts and Intellectual Property Portfolio.

Agilyx ASA shall use its reasonable endeavors to ensure that the bonds are listed on the Oslo Børs or any other regulated market as such term is understood in accordance with the Markets in Financial Instruments Directive 2014/65/EU and Regulation (EU) No.600/2014, within 9 months of July 7, 2023 and thereafter remain listed on an Exchange until the bonds have been redeemed in full.

In August 2023, the Group implemented reduction in costs, including a reduction in head count within the Agilyx conversion business, in response to macroeconomic conditions. The financial impact of this change is still being assessed with any benefit expected to come through in 2024.