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Hexagon Composites — Annual Report 2021
Mar 22, 2022
3619_rns_2022-03-22_6ee68937-58b2-4c30-9bda-94d77020a023.pdf
Annual Report
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Annual report
2021
The future is now.
We believe clean air is a right, not a privilege. This belief, in combination with a strong values-based culture, motivates our employees and drives our business forward.
OUR SOLUTIONS
Hexagon Purus is a global leader in key technologies needed for zero emission mobility. Our solutions enable the safe and effective use of hydrogen and electricity as transportation fuel in a variety of applications including light, medium and heavy-duty vehicles, buses, distribution, refueling, rail, maritime, aerospace and ground storage.
We work to accelerate the energy transition by providing Type 4 high-pressure cylinders and systems for the storage
and transport of compressed hydrogen, as well as battery systems and electric drivetrain integration for fuel cell and battery electric medium and heavy-duty vehicles.
Our customers include world's leading automotive OEMs, industrial gas companies and refueling infrastructure providers to bring cost-effective, highly technical, safe and reliable energy storage solutions to market, enabling a clean energy future.
Contents
| Hexagon Purus in brief | 4 |
|---|---|
| Hexagon Purus at a glance | 4 |
| Vision and values | 5 |
| Reflecting 2021 | 6 |
| Financial highlights | 6 |
| Highlights 2021 | 7 |
| Objectives for 2022 | 9 |
| A word from the CEO | 10 |
| Driving the transition to zero emission mobility | 11 |
| Executive management | 15 |
| From the Board room | 17 |
| Board of Directors' report | 17 |
| Financial statements | 27 |
|---|---|
| Financial statements Group | 28 |
| Financial statements Parent Company | 86 |
| Auditor's report | 101 |
| Appendix | 104 |
| Glossary | 104 |
| Financial calendar 2022 | 105 |
HEXAGON PURUS AT A GLANCE
With a global and strategically located footprint and a workforce of more than 400, we are in pole position to help drive the zero emission transition.
We believe that clean air is a right, not a privilege.
Hexagon Purus' strong values-based culture drives our performance and guides our decision-making processes and behavior. Guided by our common core values of Integrity and Drive, we have dedicated employees across the Group driving the change towards a cleaner energy future. Our team works hard at turning our vision into reality because we strongly believe that clean air is a right not a privilege, that technology is no longer a barrier and that the need for change is urgent.
We hold ourselves accountable for our interactions internally, as well as externally with our customers, suppliers, shareholders, and communities.
Clean air everywhere
PURPOSE
VISION
Driving Energy Transformation
VALUES
Integrity and Drive
FINANCIAL HIGHLIGHTS 2021
+182% total revenue growth
All figures in NOK 1 000
| Revenues and profit | 2021 | 2020 | 2019 |
|---|---|---|---|
| Revenue | 507 718 | 179 814 | 211 294 |
| Operating profit before depreciation (EBITDA) |
(271 777) | (140 722) | (143 261) |
| Operating profit (EBIT) | (324 874) | (167 628) | (168 769) |
| Profit before tax1 | (347 273) | (273 373) | (193 672) |
| Profit after tax1 | (345 152) | (308 026) | (167 895) |
Capital 31 December
| Total assets | 2 101 745 | 2 094 625 | 977 231 |
|---|---|---|---|
| Equity | 1 415 398 | 1 629 021 | (104 816) |
| Equity ratio 2 | 67% | 78% | (11%) |
Definition of key figures
1 Before discontinued operations.
2 Shareholders' equity as a percentage of total assets.
Highlights 2021
Acquired Wystrach, a leading European systems and solutions provider for storage and transport of compressed gases. The combination brings unprecedented expertise and capacity together to create the vertically integrated industry leader in hydrogen storage solutions.
Signed an exclusive long-term supply agreement with a leading European bus OEM to supply hydrogen storage systems for the OEM's next generation two axle (12 meter) and articulated (18 meter) fuel cell bus offerings.
Signed a global supply agreement with Air Liquide, a world leader in gases, technologies and services for Industry and Health to supply Type 4 hydrogen cylinders to the Group and their affiliates around the world.
Signed a long-term agreement with Nikola Corporation, a global leader in zero-emissions transportation and infrastructure solutions to develop and supply high-performance Type 4 hydrogen cylinders.
Broke ground on construction of a new 60 000 square foot manufacturing facility in Kelowna, Canada to house the production of battery systems and hydrogen fuel storage systems.
Signed joint venture agreements with CIMC Enric for China and Southeast Asia to encompass cylinder and systems production for Fuel Cell Electric Vehicles (FCEVs) and hydrogen distribution in China and Southeast Asia.
Objectives for 2022
We are raising the bar in 2022. While we have short-term goals specific to performance in 2022, we also have set ourselves goals that are part of our longer term strategy to scale up, grow revenue and drive the zero emission transition.
Grow Group revenue by approximately 75 per cent
Continue to secure long-term customer agreements, improving medium to long-term revenue visibility and customer diversification
Build organizational capabilities and resources to successfully execute on various strategic and growth initiatives
Execute capacity expansion and product development initiatives, and prepare facilities for customer start of production
Complete transfer of stock listing to the main list of the Oslo Stock Exchange
A WORD FROM THE CEO
Dear shareholders, clients, partners and colleagues,
We have just reported the results from our first full year as a listed company – and what a year it has been! We successfully executed our planned activities and more, putting us ahead of the ambitious business plan we shared when we listed the company in December 2020.
Hexagon Purus is a technology company that provides zero emission solutions for a wide range of vehicles and mobility applications. We are enablers, helping to drive the energy transition.
During the past year, we have seen the energy transition continue to accelerate and become more relevant than ever. The main driver continues to be sustainability – the need to fight climate change and secure our planet's resources for future generations. But the energy transition is not only about sustainability – in many key geographies, it is now increasingly also seen as a means to secure energy independence.
Our transformation to a mass market enabler of zero emission mobility solutions is now well underway. In the past year, we have taken several big steps forward, securing leading early-mover positions in many key mobility application areas. We have won several milestone contracts with leading customers and OEMs, we have seen an incredible acceleration of momentum for green technologies and zero emission solutions, the regulatory environment is increasingly supportive, and customers are rapidly shifting their efforts in a sustainable direction. Most importantly, we have validated our technology and our competitiveness with customers, and we have
achieved a clearer line-of-sight to significantly higher volumes. As such, we have gotten all the confirmation we need to embark on the next stage of development, the mass industrialization stage.
None of our achievements would have been possible without the competent, dedicated and hardworking team that makes up Hexagon Purus. I am proud and humbled to lead such a highquality organization.
With our leading technology, long industrial legacy, strong customer experience, global platform – and not least the awesome Hexagon Purus team – I am confident about the future and look forward to what we can accomplish in the years ahead.
Best regards,
Morten Holum President & CEO
OUR BUSINESS
Driving the transition to zero emission mobility
Hexagon Purus is an established player in the zero emission mobility space with a market leading position not just in compressed hydrogen Type 4 cylinders and systems but also commercial vehicle battery systems, electric drivetrain components and vehicle integration. Our products enable multiple applications including light, medium and heavy-duty vehicles, buses, distribution, rail, maritime, aerospace and ground storage.
The global push to decarbonize various sectors of the economy is spurring industry momentum and creating exciting growth opportunities for Hexagon Purus. In the near-term for Hexagon Purus, this is evidenced in revenue growth especially in hydrogen distribution and transit bus applications. However, activity levels in other applications including heavy-duty truck, rail and maritime are robust and bode well for future revenue.
Truck
The demand for zero emission medium and heavy-duty trucks is developing at a rapid pace. Hexagon Purus sees growing interest in the company's hydrogen fuel storage system, battery system and electric drivetrain solutions, and is involved in several ongoing development projects in this application area.
In 2021, the company signed a long-term agreement with Nikola Corporation to develop and supply its high-performance Type 4 hydrogen cylinders. The scope of the agreement is over a multi-year period with an estimated sales value in excess of EUR 200 million. Initial production of cylinders will be from the Kassel facility.
Hexagon Purus was also awarded several contracts in 2021 exceeding USD 7 million to perform vehicle integration for battery electric (BEV) and fuel cell electric (FCEV) trucks with its suite of proprietary solutions including battery systems, hydrogen storage systems, power electronics, accessory drive modules and vehicle software.
Breakthrough contracts
More recently, in 2022, Hexagon Purus entered a binding letter of intent with Hino Motors to supply battery systems for serial production of battery electric heavy-duty trucks with a targeted start of production in 2024. Additionally, the company has been nominated by another leading and long-standing commercial truck OEM to provide battery systems for serial production of battery electric heavy-duty trucks with an intended start of production in 2024. The total sales value with these two OEMs over the contemplated life is estimated at USD 1.8-2.2 billion.
Expanding capacity
To meet growing demand and to support initial production volumes with both OEM customers, Hexagon Purus is building a new factory in Kelowna, Canada. The new 60 000 square foot automated facility will house the production of battery systems and hydrogen fuel storage systems. The new facility is expected to be ready for move in during the summer of 2022.
Hydrogen Distribution
The push for hydrogen distribution solutions is growing as a result of increased energy demand. With increasing uses of hydrogen not only as an industrial gas but also more recently as a transportation fuel, the company is seeing rapidly growing interest in its solutions in Europe and North America which enable hydrogen to be transported from the point of production to the point of use or sale.
Hexagon Purus' transport modules with Type 4 composite lightweight design cylinders are one of the most efficient gas transport and storage systems available worldwide. The cylinders allow for very high payloads which reduces the environmental footprint of gas transport and reduces the total cost of ownership for gas suppliers.
Through the acquisition of Wystrach, Hexagon Purus has expanded its product portfolio and further increased its exposure to the growing hydrogen infrastructure buildout through distribution modules, mobile refueling and stationary storage solutions. The acquisition adds best-inclass hydrogen systems design and assembly capacity, further vertically integrating Hexagon Purus in the hydrogen systems supply chain
and leapfrogging its plans to organically grow its systems capabilities. Wystrach's customer base includes Air Liquide, Deutsche Bahn, DHL, Infraserv, Linde, Messer, Nippon Gases and SOL among others.
Strategically important agreements
During 2021, Hexagon Purus entered into a global supply agreement and national exclusivity agreement with Air Liquide for the supply of Type 4 hydrogen cylinders to the Group and its affiliates. The company also entered into a longterm agreement with Certarus, a North American market leader in clean energy solutions, to deliver hydrogen distribution modules.
The company delivered several hydrogen distribution solutions for industrial and mobility applications in Europe and North America and received several new orders as well, including more recently in new markets like Poland, and for new applications such as hydrogen refueling for transportation and hydrogen storage systems for residential use.
Light Duty Vehicle
In August 2020, Hexagon Purus was selected by a key Northeast Asian OEM for the serial supply of composite cylinders for their current zero emission Fuel Cell Electric SUV. Hexagon Purus is now preparing for production ramp to support this customer towards the end of 2022 out of its Kassel facility.
The company was recently selected to work together with BMW, Robert Bosch and TesTneT Engineering to develop an innovative hydrogen storage systems solution for future fuel cell passenger cars.
Bus
As countries and cities around the world announce strategic policies to decarbonize mobility, there is a strong push to first target public transportation. Hexagon Purus has a strong track-record in developing hydrogen solutions for buses and has together with leading partners broken new ground in zero emission solutions for transit buses.
In 2021, Hexagon Purus signed an exclusive longterm supply agreement with a leading European bus OEM under which the company will supply hydrogen storage systems for the OEM's next generation fuel cell bus offering. Deliveries will take place between 2021 and 2024. The value of the contract is estimated at EUR 30 million.
Additionally, New Flyer, North America's largest bus and coach manufacturer and an existing customer of the company, placed an order for the supply of high-pressure hydrogen cylinders for their zero emission Xcelsior CHARGE H2™ hydrogen fuel cell electric transit buses.
The company has also recently received an inaugural order for hydrogen storage systems from a Polish bus OEM for serial production of fuel cell transit buses.
| 000 $\blacksquare$ |
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|---|---|
Rail
Hexagon Purus is at the forefront of developing hydrogen solutions for the rail industry. Through Wystrach, the company is already supplying hydrogen storage systems to Alstom for the Coradia iLint hydrogen powered passenger train under a long-term LOI. The company is also involved in several ongoing rail projects both in Europe and North America and received in January 2021 an order to deliver high pressure cylinders to Talgo S.A, a leading manufacturer of intercity, standard and highspeed passenger trains, for its first hydrogen prototype train in Spain.
Maritime
Hexagon Purus has accelerated its commercial efforts to bring zero emission technology to the maritime industry and in 2021 established a new business area, Hexagon Purus Maritime to serve this promising market. Although the business has global ambitions, the main focus from the onset will be Norway, a nation with some of the strongest maritime technology industries in the world. The growing national interest in zero emission vessels along the Norwegian coast along with the launch of the Norwegian Hydrogen roadmap is expected to fuel growth.
Hexagon Purus' hydrogen storage and distribution business is well positioned to support this ambitious energy transition in the national maritime sector and to take a global leading role in the emerging maritime hydrogen market.
Hexagon Purus is already playing an important role in several demonstration and development projects in Norway that are supported by national institutions such as The Research Council of Norway, Innovation Norway and Enova. These projects include Pilot-E type projects such as Hellesylt Hydrogen Hub, H2CarbonCat and "Utslippsfri arbeidsbåt for havbruk".
Executive management
Experience Morten Holum was appointed President of Hexagon Purus in March 2020. He joined Hexagon Composites in 2019 as Executive Vice President and Chief Operating Officer. Morten has extensive international business expertise from different industries and prior to joining Hexagon, he was CEO of Saferoad Group, a leading European supplier of road safety and road infrastructure solutions. He has also held key management positions in Norske Skog, Norsk Hydro and American Airlines.
Dilip Warrier was appointed Chief Financial Officer of Hexagon Purus in August 2020. He holds an MBA from New York University's Stern School of Business. Dilip has broad experience in the clean mobility industry; prior to his role as CFO, he was Vice President, Finance at Agility Fuel Solutions. Previously he was an equity research analyst at Stifel Nicolaus covering the clean transportation and energy storage industry sectors.
Heiko Chudzick was appointed Executive Vice President, Operations in January 2022. He joined Hexagon Group in 2018 and has broad international experience from several senior positions in the automotive sector and in ThyssenKrupp. Heiko holds a Dipl.-Ing. with a degree in Mechanical Engineering and a major in Automotive Engineering from RWTH Aachen University.
Morten Holum Dilip Warrier Heiko Chudzick Anne Lise Hjelseth Position President & CEO CFO EVP Operations EVP People & Culture
Anne Lise Hjelseth joined Hexagon Purus in January 2022, as Executive Vice President, People & Culture. Prior to joining Hexagon Purus, she held leading HR positions for Eli Lilly, Cambi, Kitron and Wallenius Wilhelmsen. Anne Lise holds a Master of Science degree in organic chemistry from the Norwegian University of Science and Technology (NTNU).
Number of shares 115 7081 - 20 619 41 237
1 Includes shares owned by related parties
Executive management cont.
Experience Frank Haeberli was appointed Senior Vice President, Asia in July 2020. He joined Hexagon Group 15 years ago and most recently held the position as Group Vice President, Strategic Projects. Frank has held several key management positions in Hexagon and has extensive experience and a strong track-record from international business development projects.
Frank Haeberli Michael Kleschinski Todd Sloan Position SVP Asia EVP Light Duty, Distribution & Cylinders EVP Systems
Michael Kleschinski was appointed Executive Vice President in March 2020. From 2016, Michael was President of Hexagon Purus and has previously held different management positions within production and engineering. He has extensive experience with design and manufacturing of composites.
Todd Sloan was appointed Executive Vice President in February 2019. Previously he was Senior Vice President Innovation and Global Business Development at Agility Fuel Solutions. Todd is one of the founders of Agility Fuel Solutions and is an innovator with 20+ years of experience in the clean mobility industry.
Number of shares 60 664 71 065 45 787
BOARD OF DIRECTORS' REPORT
A highly successful and eventful 2021; well positioned for further successes in 2022
Hexagon Purus is a global leader in key technologies needed for zero emission mobility. Our solutions enable the safe and effective use of hydrogen and electricity as transportation fuel in a variety of applications including light, medium and heavy-duty vehicles, buses, distribution, refueling, rail, maritime, aerospace and ground storage. The parent company, Hexagon Purus ASA, is registered in Ålesund and headquartered in Oslo, Norway. Business activities are mainly located in Germany, USA, Canada and China.
Key developments of 2021
- Completed the acquisition of Wystrach GmbH, a leading European systems and solutions provider for storage and transport of compressed gases.
- Signed joint venture agreements with CIMC Enric to enter China which is expected to be the world's largest zero emission hydrogen vehicle and distribution market
- Signed a long-term agreement with Nikola Corporation, a global leader in zero-emissions transportation and infrastructure solutions to develop and supply its high-performance Type 4 hydrogen cylinders. The scope of the agreement is over a multi-year period with an estimated sales value in excess of EUR 200 million
- Signed a global supply agreement with Air Liquide, a world leader in gases, technologies and services for Industry and Health. The agreement covers the supply of Type 4 hydrogen cylinders to Air Liquide Group and its affiliates around the world. In conjunction, Hexagon Purus has entered its first local supply agreement with an Air Liquide affiliate in a key region that is adopting hydrogen as a major part of its energy transition
- Signed an exclusive long-term supply agreement ("LTA") with a leading European bus OEM. Under this LTA, Hexagon Purus will supply hydrogen storage systems for the OEM's next generation two axle (12 meter) and articulated (18 meter) fuel cell bus offerings. This OEM has been a long-standing customer of Hexagon Purus. Deliveries under the LTA will take place between 2021 and 2024 with an
estimated sales value of approximately EUR 30 million (including some deliveries already made in 2021)
- Signed a multi-year agreement (as part of a broader agreement together with Hexagon Agility encompassing CNG solutions) to supply hydrogen distribution modules to Certarus. Under the agreement, Hexagon Purus received an initial order for SMARTSTORE® hydrogen distribution modules with an estimated value of USD 3.2 million
- New Flyer, North America's largest mass mobility solutions provider, placed an order with Hexagon Purus for the supply of high-pressure hydrogen tanks for their zero-emission Xcelsior CHARGE H2™ hydrogen fuel cell electric transit buses. The contract value is approximately NOK 7.7 million and deliveries commenced in Q1 2021
- Broke ground on new construction of a new 60 000 square foot manufacturing facility in Kelowna, Canada, to house the production of battery packs and hydrogen fuel storage systems
- Established a new business area, Hexagon Purus Maritime to accelerate commercial
efforts to bring zero emission technology to the maritime industry. Concurrently, Hexagon Purus exited its direct ownership position in the Hyon AS JV but remains invested in the consortium through its shareholding in Norwegian Hydrogen AS
• Completed the transfer of the discontinued CNG LDV business to the ownership of Hexagon Composites ASA
Revenue/EBITDA
Hexagon Purus' revenue for the year 2021 increased by 182 per cent to NOK 508 million compared with NOK 180 million in 2020 and reported EBITDA was NOK -272 (-141) million. The growth in revenue was driven primarily by continued strength in hydrogen distribution and transit bus applications as well as the acquisition of Wystrach GmbH which contributed NOK 140 million in revenue and NOK 18 million in EBITDA. Continued investments in personnel and infrastructure to support and accelerate Hexagon Purus' development as well as the incremental costs of being an independent and publicly traded company drove negative profitability.
Profit/loss
Hexagon Purus recorded a net loss after tax for the full year 2021 (before profit from discontinued operations) of NOK -345 (-308) million. Net financial items were NOK -19 (-104) million primarily driven by reduction in interest and foreign exchange fluctuations on intercompany debt positions.
The results of Hexagon Purus' Compressed Natural Gas Light Duty Vehicle (CNG LDV) business were reported as discontinued operations in historically financial figures following the decision to transfer it to Hexagon Composites' gas-mobility (g-mobility) business. This transfer was completed on October 1, 2021.
Financial position
At year-end, the balance sheet amounted to NOK 2 102 (2 095) million and the Group's equity ratio was 67 per cent. Property, plant and equipment were NOK 268 (77) million and intangible assets were NOK 752 (415) million. The acquisition of Wystrach contributes substantially to the increase. IFRS 16 Leases were implemented on 1 January 2019; as of year-end 2021 the right of use assets balance was NOK 52 (30) million. Inventory was NOK 261 (62) million. Outstanding receivables were NOK 220 (27) million. Interest bearing debt decreased to NOK 56 (161) million in 2021. Equity decreased to NOK 1 415 (1 629) million primarily driven by the negative profit after tax which is partly offset by a capital raise
of NOK 144 million related to issuance of consideration shares concerning the acquisition of Wystrach.
The fair value of the identifiable assets and liabilities of Wystrach GmbH as of the date of the acquisition included property plant and equipment of NOK 113 million, intangible assets included goodwill of NOK 332 million, Inventory of NOK 171 million, other assets of NOK 118 million and total liabilities of NOK 334 million, see note 4 for more details.
Cash flow and liquidity
Total cash amounted to 453 (1 246) million at the end of 2021. The Company subsequently raised NOK 600 million in gross proceeds on February 15, 2022 through a private placement of 24 742 268 new shares. Following this raise, the Company expects that cash will be sufficient to cover planned capital expenditures, operational requirements and financing activities in 2022.
Net cash flow from operating activities was NOK -456 (-227) million. Depreciation and amortization totaled NOK 53 (54) million.
Net cash flow from investing activities was NOK -298 (-22) million, largely driven by the acquisition of Wystrach GmbH and increased capital
expenditure. Net cash flow from financing activities was NOK -39 (1 435) million with the prior year period reflecting proceeds from a NOK 750 million private placement in December 2020 and NOK 500 million of proceeds from Hexagon Composites in August 2020. Net currency differences presented separately totaled NOK 0.5 (-6) million.
Borrowings
Following the successful completion of the Wystrach GmbH acquisition in Q4 2021, Hexagon Purus has external debt of NOK 56 million as of year-end and also has an outstanding deferred payment of NOK 43 million to be settled in cash by March 31, 2023, to the selling shareholders of Wystrach. NOK 161 million of intercompany debt due to Hexagon Composites was settled against the transfer of the CNG LDV business which was completed on October 1, 2021. The residual intercompany debt was subsequently settled in cash. See note 4 and 5 for more information.
Share price development and dividends
At the end of 2021 the total number of shares in Hexagon Purus ASA was 233 536 669 (par value NOK 0.10). The share price moved between NOK 21.6 and NOK 82.1 ending the year at NOK 21.6 and representing a market value of approximately NOK 5.0 billion. Given Hexagon
Purus' relatively early stage of development and significant growth opportunities, the Board of Directors does not recommend a dividend for the year 2021.
COVID-19
22 confirmed cases of COVID-19 infection were reported among Hexagon Purus personnel in 2021, all of whom have recovered or are recovering. All production facilities have remained open and only marginally affected during the year. For more detail on the Company's risks, responses, impacts and resilience in relation to the COVID-19 pandemic, please refer to the Outlook section of this report.
Risk management
Hexagon Purus works systematically to identify and manage risks. Risk management is executed by Group management and management in operating entities. The Board's audit committee reviews the overall risk management policy and procedures and the Group's internal control routines. The committee functions as a preparatory and advisory committee for the Group's Board and provides support for exercising its responsibilities relating to risk management, financial reporting, financial information and auditing.
Financial risk
The Group has a centralized finance function with overall responsibility for accounting, cash management, capital management, financing arrangements and management of the Group's financial risk factors. The Group also fulfills certain financial functions through services provided by Hexagon Composites. In addition, the operating subsidiaries have financial controllers that perform similar tasks at the subsidiary level.
The Group is exposed to credit risk related to counterparty default on contractual agreements and trade, and other current receivables. The Company has policies and procedures to ensure that sales are made to customers with appropriate credit profiles within defined limits. No material losses on outstanding receivables were recorded in 2021 or 2020. Continuing business trade receivables at the end of the year amounted to NOK 220 million.
The Group's interest-bearing liabilities have variable interest rates, which expose the Group to volatility in future interest payment amounts. The aim of the Group's interest rate management is to reduce interest expense while keeping this volatility within acceptable limits.
Liquidity risk is the risk of the Group not being able to fulfil its financial liabilities when they fall due. The Group's strategy for managing liquidity risk is to set a level of available liquidity to enable it to discharge its financial liabilities when they fall due, both under normal and unexpected circumstances, without risking unacceptable losses or damaging the group's reputation.
To the extent the Group does not generate sufficient cash from operations to fund its existing and future business plans, the Group may need to raise additional funds through public or private debt or equity financing to execute its growth strategy and to fund capital expenditures. Adequate sources of capital funding might not be available when needed or may only be available at unfavourable terms. If funding is insufficient at any time in the future, the Group may be unable to, inter alia, fund acquisitions, take advantage of business opportunities or respond to competitive pressures, any of which could adversely impact the Group's growth plans, financial condition and results of operations.
As the Group has production and sales in different countries with different functional currencies, it is exposed to currency risk associated with movements of the Norwegian krone (its presentation currency) against other currencies.
The Group's profit after tax is also affected by currency movements, as the results of foreign companies are translated to Norwegian kroner using the weighted average exchange rate for the period. The most important foreign currencies to the Company are the US Dollar and Euro. The Group currently does not use financial instruments to manage foreign exchange risk.
Please see note 20 to the consolidated financial statements for further information related to financial risk factors and mitigating actions.
Operational risk
Business risk relates to the risk of loss and reduced profitability due to changes in the Group's competitive position. Factors which can impact the competitive position include new players in the industry, pressure on market prices and future demand and supply factors. Depending on developments, these factors can have a negative impact on results and financial positions.
Operational and technological risk
Hexagon Purus currently has a strong position in the markets it operates in. The Group uses its expertise to develop and commercialize new products, processes and technologies. The Group has protected its products, technologies and production processes with patents where deemed
appropriate. However, the Group is exposed to competing technologies and processes that could have a negative effect on its competitive position and, in turn profitability and financial position. Hexagon Purus operates in markets with strict standards for quality and delivery. Deviations from these standards could result in significant additional costs, lost revenues and damage to the Group's reputation. To mitigate these risks, the company has procedures and controls in place to identify and prevent deviations.
The Group's products are subject to governmental laws and regulations, including regulations relating to quality, health and safety. The Group manufactures its products in accordance with, and its products are subject to inspection standards pursuant to, applicable regulation and requisite approvals. However, the Group cannot predict the future costs of complying with applicable regulations, standards and permits as these develop. Adoption of new laws, regulations or public requirements that impose more stringent requirements concerning the safety aspects of Hexagon Purus' products could result in increase of compliance expenditure, suspension of production, product recalls or claims from third parties, which in each case could have a material adverse effect on the Group's business, financial position, results of operations and cash flow.
Raw materials and components risk
The Group is exposed to developments in the price of its raw materials and components, and, in particular, the cost of carbon fiber and lithium-ion battery cells. The price of these raw materials is linked to various factors including developments in the price of oil, precursor commodities and energy and the prevailing market balance where supply is dependent on a limited number of suppliers.
Climate risk
Climate change is among the most important megatrends affecting business across all sectors today. The urgent need for a transition to a resource-efficient, low-carbon economy opens new business opportunities for Hexagon Purus, as a solutions provider in this space. We strive to maximize the positive climate impact of Hexagon Purus' technologies by enabling the avoidance of greenhouse gas emissions from both material production and waste management in the application of those technologies.
Climate change also represents some level of physical risk to Hexagon Purus in terms of severe climate events that could damage business facilities or disrupt supply chains. The general level of risk and potential impact from physical climate change for Hexagon Purus is, however, considered relatively low – the Group does not have
facilities on low-lying shorelines or floodplains or has a history of forest fires around its facilities.
The most critical factors in Hexagon Purus' own greenhouse gas emissions are the production processes which, throughout the value chain, must be reduced to further strengthen Hexagon Purus' business model. In addition, the transition to a low-carbon economy will entail extensive policy, legal, technology, and market changes, with a potential to have significant impact on Hexagon Purus' revenues. More information on climate and environmental risks and how these are managed can be found in the 2021 Sustainability Report for Hexagon Composites ASA.
Corporate governance
While the Group is not subject to the Norwegian recommendations in NUES (Norwegian Code of Practice for Corporate Governance), the Group intends to prepare reports on the Code as if it applied to it in the future.
Corporate social responsibility
Hexagon Purus strives to conduct its business in an economically, socially and environmentally responsible manner. The Company's principles and practices are referred to in Hexagon Composites ASA's 2021 Sustainability Report.
Directors and officers insurance
The Board of Directors and management personnel of Hexagon Purus ASA are covered by Hexagon Composites' Directors and Officers liability insurance policy. The insurance covers personal legal liabilities including defence and legal costs of the directors and officers of the parent company and all controlled subsidiaries globally. In addition, cover is also extended to personnel that serve at the request or direction of the Company who may be sitting on the boards of jointly or non-controlled entities.
The working environment and the employees
Keeping its employees safe during its operations is a Hexagon Purus value. The Group's manufacturing uses complex machinery and industrial processes, rapidly moving parts and equipment, heat, caustic chemicals, and pressurized gas. The Group has established training and operational requirements to ensure a safe and healthy work environment. We believe this promotes efficiency and lowers operating costs.
Leave of absence due to illness was measured to 6 per cent in 2021 (4 per cent in 2020) of the total working hours in the Group in Germany; in North America, sickness absence was not recorded as employees are allocated generic paid time off (PTO) of 15 days – which includes but is
not limited to sickness absence. The Group has succeeded to keep the leave of absence from illness at an acceptable level for the year despite challenges posed by COVID-19. The Group will continue its efforts to reduce the number of sick days and has ongoing initiatives such as offering gym memberships and physical therapy as well as plans to rotate tasks between the employees. No incidents or reporting of work-related accidents resulting in significant material damage or personal injury occurred during the year.
The working environment is considered to be good, and efforts for continued improvements are made on an ongoing basis. The Group's various working environment committees held regular meetings in 2021. Several issues have been discussed in the committees, which have resulted in recommendations of improvements to the related departments. The cooperation with employee trade unions has been constructive and contributed positively to operations.
Equal opportunities and discrimination
In an increasingly complex and demanding business environment, teams with complementary skill sets, backgrounds and perspectives are vital for success. As a global organization, Hexagon Purus employs people of many different nationalities. Research shows that companies with a more diverse workforce perform better
financially. Hexagon Purus believes that people with different approaches and experience drive innovation and ensure a dynamic work environment. The Group has continued to build a diverse internal talent pool. This is achieved both through the Group's selection processes and the work environment it promotes and supports. Preferential treatment or discrimination in working conditions due to gender, religion or ethnic background is strictly prohibited. The Group has prioritized the recruitment of women, despite the challenges of a traditionally male-dominated, industrial operating environment. The lowest proportion of women employees is in production, while the proportion of women in other areas such accounting and finance, human resources and administration is more balanced.
Environmental report
Waste from production facilities, including waste considered harmful to the environment, is within regulatory limitations. Where the Group's operations are within regulation by licenses or impositions, the operation is well within the required levels. A significant portion of the environmental work is concentrated on establishing systems for measuring dust, physical environment and noise in the production facilities.
The Group participates in Hexagon Composites Group's program for environmental improvements. To address the challenges associated with recycling composite waste, Hexagon Purus and Hexagon Composites are engaged in initiatives locally and in the EU to develop circular value streams for ground composite materials. The Group cooperates with research partners such as SINTEF and the Norwegian University of Science and Technology (NTNU), as well as other manufacturers, to explore potential reuses of composite materials. Most of the manufacturing sites have recycling programs ensuring landfill diversion. Carbon fiber not used in production is sent for recycling. The raw materials and pallets used for packaging have been reduced.
Research & development
In order to maintain a leading position within its markets, Hexagon Purus invests in technological and product development. Several research & development (R&D) projects are carried out in cooperation with major customers. The Group expensed R&D costs amounting to NOK 47 (15) million in 2021. The Group has received government contributions of NOK 2 (2) million towards research and development activities for 2021. The total net carrying amount of capitalized technology and development amounted to NOK 141 (55) million as of 31 December 2021, while amortization of capitalized technology & development
amounted to NOK 6 (4) million. The Group has 78 (34) full-time equivalents for engineering and R&D activities who are mostly directly expensed.
After balance sheet date
- Signed a long-term binding letter of intent with Hino Motors Manufacturing U.S. to provide battery packs for multiple Hino truck platforms with serial production planned from 2024. The total sales value over the life of the agreement is estimated at USD 1 billion
- Nominated by a leading and long-standing commercial truck OEM to provide battery packs for serial production of battery electric heavy-duty vehicles between 2024 and 2027, with an option to extend until 2029. The total sales value for the initial period from 2024-2027 is estimated at approximately USD 800 million, increasing to approximately USD 1.2 billion if the extension option is exercised
- Received orders worth EUR 7.2 million approximately for hydrogen distribution systems from various customers
-
Received inaugural orders for hydrogen cylinders from Reliance Industries Limited in India
-
Selected to work together with BMW, Robert Bosch and TesTneT Engineering to develop an innovative hydrogen storage system solution for future fuel cell passenger cars
- Signed a 10-year lease for a new 60 000 square foot facility in Westminister, USA for cylinder manufacturing and engineering, expected to be ready for move in during the summer of 2022
- On 15 February 2022, the Company issued 24 742 268 new shares in a private placement at a price of NOK 24.25 per share
- Received inaugural order for high-pressure hydrogen fuel systems from a Polish bus OEM
- The Russian invasion of Ukraine and its outfall and consequences are at the time of preparing the financial statement difficult to assess and predict. However, given the Group's relatively limited investments and market activities in Russia and Ukraine and their surrounding areas, the management does not assess this event to have a significant effect on the reported figures as of December 31, 2021
There have been no other significant events after the balance sheet date that have not already been disclosed in this report.
Outlook
Hexagon Purus' revenue growth in the near-term continues to be driven by hydrogen distribution and transit bus applications as evidenced in the revenue trends of 2021 and recent contract awards.
Through the acquisition of Wystrach GmbH, Hexagon Purus has expanded its product portfolio and further increased its exposure to the growing hydrogen infrastructure segment through distribution modules, mobile refueling and stationary storage solutions. The acquisition adds best-in class hydrogen systems design and assembly capacity, further vertically integrating Hexagon Purus in the hydrogen systems supply chain and leapfrogging its plans to organically grow its systems capabilities.
While revenue contribution from heavy duty vehicle applications has declined in recent quarters due to OEM program timing, development work and project activity in this key application remain high. It is expected that revenue contribution from this application will grow in the coming years as battery and fuel cell electric vehicle platforms transition to commercial start of production. Hexagon Purus has recently entered a binding letter of intent with Hino Motors and been nominated for its first battery system
serial production contract by an established and long-standing OEM for deliveries starting in 2024. The total sales value of these contracts is estimated between USD 1.8 and 2.2 billion.
Hexagon Purus is closely monitoring the COVID-19 situation and has prepared contingency plans at each site. The pandemic has made global supply chains more uncertain and continues to extend the lead times for certain components, including battery cells. It is not possible to accurately predict the final outcome from COVID-19 related effects, but the Company will remain vigilant and committed to employing further counter measures to mitigate such effects, if required.
With several growth initiatives underway, including building organizational capabilities and production capacity to support customer launch activity as well as expected market demand in the coming years in North America, Europe and Asia, Hexagon Purus is in the investment phase of its development. Such investments are expected to impact profitability over the near to-medium term.
2022 revenue is expected to grow approximately 75 per cent based on strong backlog and order trends; EBITDA losses are expected to increase by approximately 50 per cent.
The forward-looking statements made above are, by their nature, subject to significant risks and uncertainties because they relate to events and depend on circumstances that are expected to occur in the future. They are therefore not guarantees of future performance. While the statements reflect the current views and expectations of Hexagon Purus based on information currently available to it, they are subject to various assumptions, in addition to risks and uncertainties that may be outside of its control. We cannot provide any assurance that the assumptions underlying such forward-looking statements are free from errors nor accept any responsibility for the future accuracy of the opinions expressed herein, or the actual occurrence of the forecasted developments. Actual results could differ materially from those expressed or implied in forward-looking statements. Any forward-looking statements are based only on conditions as of the date on which they are made and we are under no obligation to update or alter such forward-looking statements whether as a result of new information, future events or otherwise.
Going concern
In accordance with the Norwegian Accounting Act Section 3-3a, we confirm that the conditions for continued operations are present and that
the annual report has been prepared under the assumption of going concern. This assumption is based on profit forecasts for 2022 as well as the Company's long-term strategic forecasts. The Company raised NOK 600 million in new equity through a private placement in February 2022. At the date of this report the Company has a solid financial position with sufficient liquidity and a robust equity ratio. The Company is predicting strong growth in the years to come. This growth will require further financing and the Board is of the opinion that such financing will be available, through equity and/or loans, given the outlook for the Company and the industries it is operating in.
The Parent Company
The Parent Company Hexagon Purus ASA incurred a loss for the year after tax of NOK 51.9 million in 2021. The Board of Directors of Hexagon Purus ASA propose the loss for the year is allocated as follows
| (NOK 1 000) | 2021 |
|---|---|
| Share premium | (51.9) |
| Total allocation | (51.9) |
Statement from the Board of Directors and Group president
We confirm to the best of our knowledge that:
- the financial statements for the Group for 2021 have been prepared in accordance with applicable accounting standards, and that the information provided in the financial statements gives a true and fair view of the Group's assets, liabilities, financial position and financial performance as a whole, and
- the Board of Directors' Report gives a true and fair overview of the Group's development, profit and financial position, together with a description of the principal risks and uncertainties that they face.
Oslo, Norway, 21 March 2022 The Board of Directors of Hexagon Purus ASA
Jon Erik Engeset Chairman of the Board
Espen Gundersen Board Member
Jannicke Hilland Board Member
Martha Kold Bakkevig Board Member
Rick Rashilla
Board Member
Knut Flakk Board Member
Board Member
Karen Romer
Morten Holum President & CEO
Board of Directors
| Jon Erik Engeset | Espen Gundersen | Martha Kold Bakkevig | Jannicke Hilland | |
|---|---|---|---|---|
| Board position | Chairman | Board member | Board member | Board member |
| Experience | Jon Erik Engeset has been CEO & President of Hexagon Composites since 2013. Prior to joining Hexagon, Jon Erik was the CEO of Saferoad Group, a leading European supplier of road safety solutions. He also has extensive experience from executive positions at Rolls Royce and Norsk Hydro. |
Espen Gundersen has extensive experience from executive positions. Until February 2022, he was the CFO and Deputy CEO of Tomra Systems, where has held various positions since 1999. He currently sits on the board of Kitron. |
Martha Kold Bakkevig has extensive board experience from various industries, including Kongsberg and BW Group. She was the CEO of Deepwell from 2007-2017. |
Jannicke Hilland is currently the CEO of BKK Energy.Jannicke has extensive energy sector experience from Statoil and Norsk Hydro. She also sits on various boards, including: Nysnø Klimainvesteringer, Energi Norge and Bonheur. |
| Education | Jon Erik holds an MSc and MBA from NHH - Norwegian School of Economics. |
He is a professional accountant and has his MBA from BI Norwegian Business School. |
Martha holds two PhD's, one of them specializing in Strategies for Commercialization of New Technology from BI. |
She has a PhD in Engineering from the University of Bergen |
| Number of shares | 60 5181 | 20 619 | 4 1241 | 10 309 |
1 Includes shares owned by related parties
Board of Directors cont.
Experience Knut Flakk owns the Flakk Gruppen and has extensive experience from establishing, developing and operating industrial companies both in Norway and internationally. He has been CEO of the Flakk Group since 1996.
Business School and MBA from London
Business School.
Education Knut holds an MSc from BI Norwegian
Number of shares 4 781 061 1 54 587 2 334
Rick Rashilla was named SVP Research & Development in Hexagon Composites in 2020. Prior to his R&D role, Rick held several key management positions in the Group. He has 35+ years' experience in managerial and R&D positions related to filament wound pressure vessels and other composites technology from General Dynamics, Brunswick Defence and Lincoln Composites.
Rick holds a Bachelor of Science in Industrial Management from the University of Cincinnati.
Karen Romer was appointed SVP Communications in Hexagon Composites in April 2020. Prior to joining Hexagon, Karen was Senior Director at Hill & Knowlton Norway (H+K) where she led the corporate communications practice. Karen has extensive experience from senior communications positions at Lindorff, Couche-Tard/Statoil Fuel & Retail and Aker Solutions.
Karen holds a Bachelor of Arts degree in English Literature from Fordham University.
1 Includes shares owned by related parties
Financial statements
Financial statements Group
| Income statement Group | 28 | |||
|---|---|---|---|---|
| Statement of comprehensive income | ||||
| Financial position of the Group | ||||
| Cash flow statement Group | ||||
| Statement of changes in equity | ||||
| Notes | 35 | |||
| Note 1 | Corporate information | 35 | ||
| Note 2 | Basis of preparation and other significant accounting policies |
36 | ||
| Note 3 | Basis for consolidation and business combinations | 38 | ||
| Note 4 | Changes in the Group structure | 40 | ||
| Note 5 | Discontinued operation | 42 | ||
| Note 6 | Operating segments | 44 | ||
| Note 7 R | evenue from contracts with customers | 46 | ||
| Note 8 | Payroll costs and number of employees | 48 | ||
| Note 9 | Property, plant and equipment | 49 | ||
| Note 10 Intangible assets | 51 | |||
| Note 11 Leases | 55 | |||
| Note 12 Investments in associates and joint ventures | 59 | |||
| Note 13 | Other non-current assets | 60 | ||
| Note 14 Inventories | 60 |
| Note 15 Trade receivables | 61 | |
|---|---|---|
| Note 16 | Other current assets | 62 |
| Note 17 | Bank deposits, cash and cash equivalents | 63 |
| Note 18 Net financial items | 63 | |
| Note 19 | Financial assets and financial liabilities | 64 |
| Note 20 | Financial risk management | 66 |
| Note 21 | Short term provisions | 69 |
| Note 22 | Pensions | 70 |
| Note 23 | Share capital and share premium | 71 |
| Note 24 | Share-based payment | 72 |
| Note 25 | Earnings per share | 74 |
| Note 26 Interest-bearing liabilities | 75 | |
| Note 27 | Short-term interest-bearing loans | 77 |
| Note 28 | Other current liabilities | 77 |
| Note 29 Related parties disclosure | 77 | |
| Note 30 Income tax | 80 | |
| Note 31 | Government grants | 82 |
| Note 32 | Purchasing commitments | 83 |
| Note 33 | Covid-19 considerations | 83 |
| Note 34 | Climate risk assessment | 84 |
| Note 35 | Events after the balance sheet date | 84 |
| Note 36 | Exchange rates | 85 |
Financial statements Parent Company
| Income statement – Parent Company | 86 | |
|---|---|---|
| Balance sheet – Parent Company | 87 | |
| Cash flow statement – Parent Company | 89 | |
| Notes – Parent Company | 90 | |
| Accounting principles | 90 | |
| Note 1 | Equity | 91 |
| Note 2 | Shares in subsidiaries, associates and joint ventures | 92 |
| Note 3 R | eceivables and liabilities | 93 |
| Note 4 I | ntra-group transactions and balances | 93 |
| Note 5 | Bank deposits | 93 |
| Note 6 | Share capital and shareholder information | 94 |
| Note 7 | Pensions and benefit obligations | 95 |
| Note 8 T | ax | 95 |
| Note 9 | Payroll, number of employees, remuneration, loans to employees etc. | 96 |
| Note 10 | Share-based payment | 97 |
| Note 11 Net financial items | 99 | |
| Note 12 | Financial market risk | 99 |
| Note 13 | On Covid-19 | 100 |
| Note 14 | Events after the balance sheet date | 100 |
| Auditor's report | 101 |
Income statement Group
1 JANUARY – 31 DECEMBER
| (NOK 1 000) | Note | 2021 | 2020 | 2019 |
|---|---|---|---|---|
| CONTINUING OPERATIONS1 | ||||
| Revenue | ||||
| Revenue from contracts with customers | 6, 7 | 506 039 | 178 121 | 207 154 |
| Other operating revenue | 6, 7 | 1 679 | 1 693 | 4 140 |
| Total revenue | 507 718 | 179 814 | 211 294 | |
| Operating expenses | ||||
| Cost of materials | 14 | 324 566 | 86 717 | 128 232 |
| Payroll & social security expenses | 8, 22, 24, 29 | 209 602 | 123 497 | 143 157 |
| Other operating expenses | 4, 11, 15, 21 | 245 327 | 110 322 | 83 167 |
| Total operating expenses before depreciation | 779 495 | 320 536 | 354 556 | |
| Operating profit before depreciation (EBITDA) | 6 | (271 777) | (140 722) | (143 261) |
| Depreciation, amortization and impairment | 9, 10, 11 | 53 098 | 26 906 | 25 508 |
| Operating profit (EBIT) | (324 874) | (167 628) | (168 769) | |
| Share of profit from associates and joint ventures | 12 | (2 957) | (1 885) | (749) |
| Finance income | 18, 19 | 14 250 | 10 110 | 3 243 |
| Finance costs | 18, 26 | (33 691) | (113 969) | (27 397) |
| Profit/loss before tax from continuing operations | (347 273) | (273 373) | (193 672) | |
| Tax expense | 30 | (2 120) | 34 654 | (25 777) |
| Profit/loss from continuing operations | (345 152) | (308 026) | (167 895) |
| (NOK 1 000) | Note | 2021 | 2020 | 2019 |
|---|---|---|---|---|
| DISCONTINUED OPERATIONS | ||||
| Profit/loss after tax from discontinued operations | 5 | (8 552) | (34 602) | 69 279 |
| Profit/loss for the year | (353 704) | (342 628) | (98 616) | |
| Attributable to: | ||||
| Equity holders of the parent | 25 | (353 704) | (342 628) | (98 616) |
| Earnings per share | ||||
| Ordinary | (1.48) | (1.50) | (298.84) | |
| Diluted | (1.48) | (1.50) | (298.84) | |
| Earnings per share from continuing operations | ||||
| Ordinary | 25 | (1.49) | (1.34) | (508.77) |
| Diluted | 25 | (1.49) | (1.34) | (508.77) |
1 The income statement represents Purus/e-mobility as continuing operations for all periods
Statement of comprehensive income
| (NOK 1 000) | Note | 2021 | 2020 | 2019 |
|---|---|---|---|---|
| Profit/loss after tax | (353 704) | (342 628) | (98 616) | |
| OTHER COMPREHENSIVE INCOME: | ||||
| Items that will be reclassified through profit or loss in subsequent periods | ||||
| Exchange differences on translation of foreign operations | (11 553) | 12 675 | (957) | |
| Net total of items that will be reclassified through profit and loss in subsequent periods | (11 553) | 12 675 | (957) | |
| Total comprehensive income for the period | (365 257) | (329 954) | (99 573) | |
| Attributable to: | ||||
| Share premium | 25 | (365 257) | (329 954) | (99 573) |
Financial position of the Group
| (NOK 1 000) | Note | 31 Dec 2021 | 31 Dec 2020 | 31 Dec 2019 |
|---|---|---|---|---|
| ASSETS1 | ||||
| Non-current assets | ||||
| Property, plant & equipment | 9 | 267 705 | 76 634 | 103 359 |
| Right-of-use assets | 11 | 52 219 | 30 457 | 53 577 |
| Intangible assets | 10 | 752 294 | 415 097 | 475 378 |
| Investments in associates and joint ventures | 12 | 7 024 | 2 066 | 651 |
| Other non-current assets | 13, 19 | 2 476 | 751 | 3 226 |
| Deferred tax asset | 30 | - | - | 41 213 |
| Total non-current assets continuing operation | 1 081 718 | 525 005 | 677 404 | |
| Current assets | ||||
| Inventories | 14 | 261 235 | 61 586 | 100 678 |
| Trade receivables | 15, 19 | 220 286 | 26 657 | 125 015 |
| Contracts assets (accrued revenue) | 7, 15, 19 | 4 165 | 814 | 3 100 |
| Other current assets | 16, 19 | 80 943 | 14 440 | 5 941 |
| Cash and short-term deposits | 17, 19 | 453 398 | 1 246 351 | 65 093 |
| Total current assets continuing operation | 1 020 027 | 1 349 849 | 299 827 | |
| Assets held for sale | 5 | - | 219 771 | - |
| Total assets | 2 101 745 | 2 094 625 | 977 231 |
1 In the statement of financial position CNG LDV (discontinued operations) is presented as held for sale as of 31 Dec 2020. As of 31 Dec 2019 CNG LDV is reported as continuing operations.
| Note | 31 Dec 2021 | 31 Dec 2020 | 31 Dec 2019 |
|---|---|---|---|
| 330 | |||
| 14 443 | |||
| - | |||
| 1 415 398 | 1 629 021 | 14 773 | |
| - | - | (119 590) | |
| - | - | (119 590) | |
| 23 | 1 415 398 | 1 629 021 | (104 816) |
| 23 23 |
23 354 1 383 981 8 063 |
22 909 1 605 739 372 |
| 31 FFinancial statements inancial Finaancciaal sstaateme ementss Grooupp |
CONTENTS | HEXAGON PURUS IN BRIEF |
REFLECTING 2021 | FROM THE BOARD ROOM | FINANCIAL STATEMENTS | APPENDIX |
|---|---|---|---|---|---|---|
| ------------------------------------------------------------------------------------- | ---------- | ---------------------------- | ----------------- | --------------------- | ---------------------- | ---------- |
| (NOK 1 000) | Note | 31 Dec 2021 | 31 Dec 2020 | 31 Dec 2019 |
|---|---|---|---|---|
| Non-current liabilities | ||||
| Interest-bearing loans and borrowings | 19, 20, 26, 27 | 42 126 | - | 729 428 |
| Lease liabilities | 11, 26 | 31 794 | 21 795 | 47 828 |
| Non-current provisions | 4 | 7 235 | 3 | 1 613 |
| Other non-current financial liabilities | 4 | 109 106 | - | - |
| Net employee defined benefit liabilities | 22 | 1 892 | 2 635 | 2 076 |
| Deferred tax liabilities | 30 | 52 231 | 11 024 | 22 325 |
| Total non-current liabilities continuing operation | 244 384 | 35 457 | 803 269 | |
| Current liabilities | ||||
| Trade and other payables | 19 | 191 409 | 83 988 | 139 207 |
| Contract liabilities | 7 | 121 827 | 32 068 | 33 276 |
| Interest-bearing loans and borrowings | 11, 19, 20, 26, 27 | 13 635 | 161 016 | - |
| Lease liabilities, short term | 11, 26, 27 | 21 285 | 9 244 | 12 810 |
| Income tax payable | 30 | 8 178 | - | 20 |
| Provisions | 21 | 12 882 | 17 162 | 13 392 |
| Other current liabilities | 27, 28 | 72 747 | 49 512 | 80 073 |
| Total current liabilities continuing operation | 441 964 | 352 990 | 278 778 | |
| Liabilities directly associated with the assets held for sale | 5 | - | 77 158 | - |
| Total liabilities | 686 347 | 465 604 | 1 082 047 | |
| Total equity and liabilities | 2 101 745 | 2 094 625 | 977 231 |
1 In the statement of financial position CNG LDV (discontinued operations) is presented as held for sale as of 31 Dec 2020. As of 31 Dec 2019 CNG LDV is reported as continuing operations.
Oslo, Norway, 21 March 2022 The Board of Directors of Hexagon Purus ASA
Jon Erik Engeset
Espen Gundersen
Jannicke Hilland
Board Member
Board Member
Martha Kold Bakkevig
Chairman of the Board
Rick Rashilla Board Member
Board Member
Karen Romer
Morten Holum President & CEO
Board Member
Knut Flakk Board Member
Cash flow statement Group
| (NOK 1 000) | Note | 2021 | 2020 | 2019 |
|---|---|---|---|---|
| CASH FLOW FROM OPERATING ACTIVITIES1 | ||||
| Profit before tax from continuing operations | (347 273) | (273 373) | (193 672) | |
| Profit/loss before tax from discontinued operations | (8 414) | (36 066) | 67 516 | |
| Profit before tax | (355 687) | (309 439) | (126 156) | |
| Adjustments to reconcile profit before tax to net cash flows: | ||||
| Depreciation and impairment of property, plant and equipment | 9 | 17 129 | 16 934 | 12 370 |
| Depreciation and impairment of right-of-use assets | 11 | 18 116 | 20 213 | 20 211 |
| Amortization and impairment of intangible assets | 10 | 17 853 | 17 312 | 14 626 |
| Share-based payment expense | 24 | 7 691 | 372 | - |
| Share of net profit of associate and a joint venture | 12 | 2 957 | 1 885 | 749 |
| Movements in pensions | 22, 31 | (743) | 559 | 898 |
| Working capital adjustments | ||||
| Change in trade receivables, contract assets and prepayments | 15 | (147 288) | 81 046 | (43 357) |
| Change in inventories and right of return assets | 11, 14 | (29 089) | (21 318) | 11 018 |
| Change in trade and other payables, contract liabilities | 28 | 33 607 | (34 063) | 81 478 |
| Change in other accrual accounting entries | 13, 27 | (26 930) | (38 306) | 11 792 |
| Other adjustments to reconcile to operating cash flow | ||||
| Interest received | 18 | (1 625) | (1 107) | (352) |
| Interest paid | 18 | 8 593 | 40 034 | 31 233 |
| Income tax paid (-refunded) for the period | 30 | (908) | (832) | 98 |
| Net cash flow from operating activities | (456 324) | (226 707) | 14 607 |
| (NOK 1 000) | Note | 2021 | 2020 | 2019 |
|---|---|---|---|---|
| CASH FLOW FROM INVESTMENT ACTIVITIES | ||||
| Purchase of property, plant and equipment | 9 | (107 711) | (50 063) | (51 640) |
| Proceeds from sale of property, plant and equipment | 9 | - | 37 372 | - |
| Purchase and development of intangible assets | 10 | (37 735) | (15 034) | (63 027) |
| Proceeds from sale of intangible assets | - | 8 357 | - | |
| Cash related to acquisition of subsidiary net of cash acquired | 4 | (146 189) | - | - |
| Investments in associated companies | 12 | (8 580) | (3 300) | - |
| Proceeds from sale of shares in associated companies | 12 | 665 | - | - |
| Interest received | 18 | 1 625 | 1 107 | 352 |
| Net cash flow used in investing activities | (297 924) | (21 561) | (114 315) | |
| CASH FLOW FROM FINANCING ACTIVITIES | ||||
| Proceeds from loans | 26 | 10 657 | 771 588 | 140 325 |
| Repayment of loans | 26 | (21 755) | - | - |
| Interest payments | 18 | (8 593) | (40 034) | (31 233) |
| Changes to non-current provisions | (979) | - | - | |
| Repayment of principal portion of lease liabilities | 11, 26 | (17 606) | (18 688) | (9 709) |
| Interest on lease liabilities | 11, 26 | (913) | (1 243) | (626) |
| Transaction costs of issue of shares | 23 | - | (26 582) | - |
| Proceeds from new equity | 23 | - | 750 000 | - |
| Net cash flow (used in)/from financing activities | (39 189) | 1 435 041 | 98 757 | |
| Net decrease/increase in cash and cash equivalents | (793 437) | 1 186 773 | (950) | |
| Net foreign exchange difference | 483 | (5 515) | (509) | |
| Cash and cash equivalents at 1 January | 17 | 1 246 351 | 65 093 | 66 552 |
| Cash & cash equivalents outgoing balance | 453 398 | 1 246 351 | 65 093 |
1 The cash flow statement is presented including CNG LDV (discontinued operations) for 2020 and 2019.
Statement of changes in equity
| Other paid-in | Other equity and retained |
Foreign currency translation |
||||
|---|---|---|---|---|---|---|
| (NOK 1 000) | Issued capital | Share premium | capital | earnings | reserve | Total equity |
| As of 1 January 2019 | 330 | 14 443 | - | (20 016) | - | (5 243) |
| Profit for the period | - | - | - | (98 616) | - | (98 616) |
| Other comprehensive income | - | - | - | - | (957) | (957) |
| Total comprehensive income | - | - | - | (98 616) | (957) | (99 573) |
| Share-based payments etc | - | - | - | - | - | - |
| Changes in paid-in capital | - | - | - | - | - | - |
| As of 31 December 2019 | 330 | 14 443 | - | (118 632) | (957) | (104 816) |
| As of 1 January 2020 | 330 | 14 443 | - | (118 632) | (957) | (104 816) |
| Profit for the period | - | (342 628) | - | - | - | (342 628) |
| Transferred to share premium | - | (106 915) | - | 118 632 | (11 717) | - |
| Other comprehensive income | - | - | - | - | 12 675 | 12 675 |
| Total comprehensive income | - | (449 543) | - | 118 632 | 958 | (329 954) |
| Share-based payments | - | - | 372 | - | - | 372 |
| Debt conversion | 19 832 | 1 320 168 | - | - | - | 1 340 000 |
| Changes in paid-in capital | 2 747 | 747 253 | - | - | - | 750 000 |
| Transaction costs | - | (26 582) | - | - | - | (26 582) |
| As of 31 December 2020 | 22 909 | 1 605 739 | 372 | - | - | 1 629 021 |
| As of 1 January 2021 | 22 909 | 1 605 739 | 372 | - | - | 1 629 021 |
| Profit for the period | - | (353 704) | - | - | - | (353 704) |
| Other comprehensive income | - | (11 553) | - | - | - | (11 553) |
Total comprehensive income - (365 257) - - - (365 257) Share-based payments - - 7 691 - - 7 691 Changes in paid-in capital 444 143 628 - - - 144 072 Transaction costs - (129) - - - (129) As of 31 December 2021 23 354 1 383 981 8 063 - - 1 415 398
On 26 October 2020 there was a restructuring of Hexagon Purus Group's debt to Hexagon Group by which Hexagon Composites ASA became the sole creditor for the total outstanding loan positions towards entities within Hexagon Purus Group. The total loan amount did include an additional new loan of NOK 500 million to Hexagon Purus ASA with the intention to provide cash for operation and growth of Hexagon Purus Group. The total loan was subordinated to any external financing in Hexagon Purus Group and it had a right to be converted to equity when the solidity in Hexagon Purus Group needed to be improved. On 30 October 2020 the Company issued 201 289 712 new shares in a share split and debt conversion. In the extraordinary shareholder's meeting 30 October 2020 the shares were split into 201 619 712 shares, and debt of NOK 1 340 million was converted to equity, resulting in a share face value of NOK 0.10. In the same extraordinary shareholders meeting, the Board of Directors was granted the power to increase the share capital by maximum NOK 8.35 million in face value.
On 9 December 2020 the Company issued 27 472 527 new shares in a private placement at the price of NOK 27.30 per share.
On 23 November 2021 related to the closing of the Wystrach acquisition, the company issued 4 444 430 consideration shares to the previous shareholders of Wystrach GmbH.
After the balance sheet date, on 15 February 2022, the Company issued 24 742 268 new shares in a private placement at the price of NOK 24.25 per share.
Notes
Note 1 Corporate information
Hexagon Purus ASA, the parent of Hexagon Purus Group, is a public limited liability company with its registered office in Norway. The company's headquarters is at Korsegata 4B, 6002 Aalesund, Norway.
The Board of Directors authorized the annual report for publication on 21 March 2022.
Hexagon Purus is the world leading supplier of lightweight Type 4 high-pressure tanks and systems for the storage and distribution of compressed gases, in particular hydrogen. In addition, Hexagon Purus Group delivers battery electric solutions for fuel cell electric and battery electric vehicles (FCEV and BEV). Our solutions and proven technology serve a wide range of mobility and storage applications, enabling our customers to reduce their carbon footprint and increase their competitive edge. We are well positioned across the entire value chain with vehicle tanks and systems for cars, trucks, buses, ground storage, transportation, marine and rail.
Additionally Hexagon Purus Group is a part of and consolidated into Hexagon Group. Hexagon delivers safe and innovative solutions for a cleaner energy future. Hexagon Group has approximately 1 500 employees across 23 global locations.
In addition to the parent Hexagon Purus ASA, the following companies are included in the consolidated financial statements of Hexagon Purus Group:
| Company | Home country | Registered office | Ownership | Votes |
|---|---|---|---|---|
| Hexagon Technology H2 AS | Norway | Aalesund | 100% | 100% |
| Hexagon Purus HK Holding AS | Norway | Aalesund | 100% | 100% |
| Hexagon Purus Maritime AS | Norway | Aalesund | 100% | 100% |
| Hexagon Composites Germany GmbH | Germany | Herford | 100% | 100% |
| Hexagon Purus GmbH | Germany | Kassel | 100% | 100% |
| Hexagon Purus Property GmbH | Germany | Kassel | 100% | 100% |
| Wystrach GmbH | Germany | Weeze | 100% | 100% |
| Wyrent GmbH | Germany | Weeze | 100% | 100% |
| xperion E&E Overseas GmbH | Germany | Herford | 100% | 100% |
| xperion E&E US Holding Inc. | USA | Heath, OH | 100% | 100% |
| xperion E&E USA LLC | USA | Heath, OH | 100% | 100% |
| Hexagon Purus North America Holdings Inc. | USA | Lincoln, NE | 100% | 100% |
| Hexagon Purus LLC | USA | Lincoln, NE | 100% | 100% |
| Hexagon MasterWorks Inc. | USA | Lincoln, NE | 100% | 100% |
| Hexagon Purus Systems USA, LLC | USA | Costa Mesa, CA | 100% | 100% |
| Hexagon Purus Systems Canada Ltd | Canada | Kelowna | 100% | 100% |
| Joint ventures / Associates | ||||
| Norwegian Hydrogen AS | Norway | Aalesund | 20.98% | 20.98% |
Hexagon Purus GmbH have transferred the CNG LDV operations to Hexagon Composites ASA with financial effect 1. October 2021.
There are two entities established in Hong Kong for the purpose of owning the JV activitites in China together with the Group's partner. The entities contain no activity yet in 2021.
Hexagon Purus exited its direct ownership position in the Hyon AS but remains invested in the consortium through its shareholding in Norwegian Hydrogen AS.
Morten Holum is President & CEO of Hexagon Purus Group and General Manager in Hexagon Purus ASA.
Note 2 Basis of preparation and other significant accounting policies
This note describes generally applicable accounting principles. Accounting principles related to specific items are described in the relevant notes below.
2.1 Basis of preparation of annual financial statements
The consolidated annual financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) which have been adopted by the EU and are mandatory for financial years beginning on or after 1 January 2021, and Norwegian disclosure requirements listed in the Norwegian Accounting Act as of 31 December 2021.
The consolidated financial statements have been prepared on a historical cost basis, with exception for contingent considerations from business combinations, which are recognised to fair value over profit and loss.
The consolidated financial statements have been prepared on the basis of uniform accounting principles for similar transactions and events under otherwise similar circumstances.
2.2 Functional currency and presentation currency
The functional currency is determined in each entity in the Group based on the currency within the entity's primary economic environment. Transactions in foreign currency are translated to functional currency using the exchange rate at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated using the closing rate, non-monetary items that are measured in terms of historical cost are translated using the exchange rate at the date of the transaction. Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was measured. Changes in the exchange rate are recognized continuously in the accounting period.
The Group's presentation currency is NOK. This is also the Parent Company's functional currency. The statement of financial position figures of entities with a different functional currency are translated at the exchange rate prevailing at the end of the reporting period for balance sheet items, including goodwill, and the exchange rate at the date of the transaction for profit and loss items. The monthly average exchange rates are used as an approximation of the transaction exchange rate. Translation differences are recognized in other comprehensive income ("OCI").
When investments in foreign subsidiaries are sold, the accumulated translation differences relating to the subsidiary attributable to the equity holders of the parent are recognized in the statement of comprehensive income. When a loss of control, significant influence or joint control is present the accumulated exchange differences related to investments allocated to controlled interests is recognized in profit and loss.
When a partial disposal of a subsidiary (not loss of control) is present the proportionate share of the accumulated exchange differences is allocated to non-controlling interests.
2.3 Current versus non-current classification The Group presents assets and liabilities in the consolidated statement of financial position as
The Group classifies an asset as current when it:
either current or non- current.
- Expects to realize the asset, or intends to sell or consume it, in its normal operating cycle
- Holds the asset primarily for the purpose of trading
- Expects to realize the asset within twelve months after the reporting period
- Or
- The asset is cash or a cash equivalent, unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
All other assets are classified as non-current, including deferred tax assets. The Group classifies a liability as current when it:
- Expects to settle the liability in its normal operating cycle
- Holds the liability primarily for the purpose of trading
- Is due to be settled within twelve months after the reporting period
- Or
- It does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period.
All other liabilities are classified as non-current, including deferred tax liabilities.
2.4 Impairment testing
Recognized goodwill is assessed annually for impairment, in fourth quarter. Recoverable amounts from cash-generating units are calculated based on their value in use. There is uncertainty associated with the assumptions used as a basis in the preparation of budgets for the calculation of value in use. These calculations require the use of estimates and assumptions about future income and expense trends. The recoverable amount is sensitive to the discount rate used for the discounted cash flow model as well as the expected future cash-inflows and the growth rate. See note 3 and 10 for further information related to goodwill.
Items of property, plant and equipment, rightof-use assets, and intangible assets are tested for impairment if there is reason to believe that future earnings do not justify the asset's carrying amount. The difference between the carrying amount and the recoverable amount is recognized as an impairment loss. The recoverable amount is the higher of the fair value less costs to sell and the value in use.
When testing for impairment, non-current assets are grouped at the lowest level at which it is possible to distinguish independent cash inflows (cash generating units, CGU). A CGU is the smallest identifiable group of assets that generates cash inflows which are largely independent of the cash inflows from other assets or groups of assets. At each reporting date, the Group considers the possibility of reversing previous impairment losses on non-financial assets (except goodwill and other intangible assets with an indefinite useful life).
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded companies or other available fair value indicators.
The Group bases its impairment calculation on detailed budgets and forecast calculations, which are prepared separately for each of the Group's CGUs to which the individual assets are allocated. These budgets and forecast calculations generally cover a period of five years. A long-term growth rate is calculated and applied to project future cash flows after the fifth year.
38 FFinancial statements inancial | Finaancciaal sstaateme ementss Grooupp CONTENTS | HEXAGON PURUS IN BRIEF REFLECTING 2021 FROM THE BOARD ROOM FINANCIAL STATEMENTS APPENDIX
2.5 Estimation uncertainty and significant judgements
In the process of applying the Group's accounting policies in accordance with IFRS, management has made several judgements and estimates. All estimates are assessed to the most probable outcome based on the management's best knowledge. Estimates and assumptions are regularly reassessed and are based on historical experience and other factors, including forecast events that are considered probable under current circumstances.
The Group prepares estimates and makes assumptions about the future. The accounting estimates based on this process are, by definition, rarely completely in line with the final outcome. Estimates and assumptions represent a risk of material changes in the reported amounts of revenues, expenses, assets, liabilities and equity over the next financial year.
The significant accounting estimates that are made are discussed in each note later in this report. The Group's most important accounting estimates and judgemental areas are related to the following items:
- Depreciation and impairment of property, plant & equipment and intangible assets
- Development cost
- Product warranty provisions
- Impairment of goodwill
- Revenue recognition
- Leases
- Deferred tax assets
- Fair value of assets and liabilities acquired in a business combination
2.6 New standards, interpretations and amendments adopted by the group
The Group has not early adopted any standard, interpretation or amendments that has been issued but is not yet effective. Standards, interpretations and amendments that are issued up to the date of issuance of the consolidated financial statements, but not yet effective, are considered not relevant and not to have an impact on the consolidated financial statements of the Group.
Note 3 Basis for consolidation and business combinations
The Group's consolidated financial statements comprise Hexagon Purus ASA and its subsidiaries as of 31 December 2021. See other note for changes in the group's structure.
3.1 Accounting principles for consolidation
An entity has been assessed as being controlled by the Group when the Group is exposed to or have the rights to variable returns from its involvement with the entity and has the ability to use its power over the entity to affect the amount of the Group's returns.
Thus, the Group controls an entity if, and only if, the Group has all the following:
- power over the entity;
- exposure, or rights, to variable returns from its involvement with the entity; and
- the ability to use its power over the entity to affect the amount of the group's returns.
There is a presumption that if the Group has the majority of the voting rights in an entity, the entity is considered as a subsidiary. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over the entity, including ownership interests, voting rights, ownership structure and relative power, as well as options controlled by the Group and shareholder's agreement or other contractual agreements. Reference is made to other notes
which contains a list of the subsidiaries and also a list of associates and joint ventures.
The assessments are done for each individual investment. The Group re-assesses whether or not it controls an entity if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group's accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.
Non-controlling interests, when applicable, are presented separately under equity in the Group's balance sheet.
3.1.1 Business combinations
Business combinations are accounted for by using the acquisition method, see also other note on changes in the group structure. The cost of an acquisition is measured as the aggregate of the consideration transferred, which is measured at acquisition date fair value and consist of cash, consideration of shares issued and contingent consideration. A contingent consideration is classified as a liability in accordance with IFRS 9 Financial Instruments: Recognition and Measurement. Subsequent changes in the fair value are recognized in profit or loss.
When the Group acquires a business, it assesses the assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. The acquired assets and liabilities are accounted for by using fair value in the opening group balance (unless other measurement principles should be applied in accordance to IFRS 3). The initial accounting for a business combination can be changed if new information about the fair value at the acquisition date is present. The allocation can be amended within 12 months of the acquisition date. The non-controlling interest is set to the non-controlling interest's share of identifiable assets and liabilities. The measurement principle is done for each business combination separately.
When the business combination is achieved in stages, the previously held equity interest is remeasured at its acquisition date fair value. The resulting gain or loss, if any, is recognized in profit and loss net after transaction cost.
Hexagon Purus acquired Wystrach GmbH and Wyrent GmbH as of 10 November 2021. As part of Hexagon Group, there have been several changes under common control that are described in other notes.
3.1.2 Acquired goodwill
Goodwill is initially measured at cost (being the excess of the aggregate of the consideration transferred and the amount recognized for non-controlling interests and any previous interest held over the net identifiable assets acquired and liabilities assumed). After initial recognition, goodwill is measured at cost less any accumulated impairment losses.
Goodwill is not depreciated but is tested at least annually for impairment. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group's cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.
3.1.3 Transaction related issues
Acquisition related costs are expensed as incurred and included in other operating expense.
Any contingent consideration to be transferred by the acquirer will be recognized at fair value at the acquisition date. Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance.
3.1.4 Change in ownership without loss of control
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. The consideration is recognized at fair value and the difference between the consideration and the carrying amount of the non-controlling interests is recognized at the equity attributable to the parent.
3.1.5 Loss of control
In cases where changes in the ownership interest of a subsidiary leads to loss of control, the consideration is measured at fair value. Assets (including goodwill) and liabilities of the subsidiary and non-controlling interest at their carrying amounts are derecognized at the date when the control is lost.
The fair value of the consideration received is recognized and any investment retained is recognized at fair value. Gain or loss is recognized in profit and loss at the date when the control is lost. The gain or loss is presented on a separate line included in operating expenses.
Note 4 Changes in the Group structure
4.1 Separation from Hexagon group
Purus has been reported as a business segment in Hexagon Group since 2018. Prior to this, the relevant entities were part of the high-pressure segment in Hexagon Group. Over the last years, as Hexagon has gathered zero-emission activities in Purus, the Purus group structure and its own group parent – Hexagon Purus ASA – have been established.
Hexagon Group's business covers the spectrum of low carbon and no carbon mobility solutions. Its strategy focuses along three axes; g-mobility, e-mobility, and world class manufacturing. Since January 2020, Hexagon Group has combined all its e-mobility activities in Hexagon Purus to develop its leading position and pursue zero-emission opportunities in the growing e-mobility market. In that reorganization, CNG LDV remained a part of the Hexagon Purus structure. On 19 August 2020, Hexagon Group publicly announced the decision of its Board of Directors to transfer its Compressed Natural Gas Light Duty Vehicle (CNG LDV) activities from Hexagon Purus, to Hexagon's gas-mobility (g-mobility) business. This transfer was the final step to establish Hexagon Purus as a pure e-mobility business. The final accounting effect of this transfer took place in 2021.
The transfer of CNG LDV to the g-mobility business is a logical step from an industrial perspective. It conforms more with Hexagon's g-mobility business, which is currently in the fast lane, benefitting from increased adoption of cleaner energy alternatives, especially natural gas and renewable natural gas.
4.2 Common control transactions 4.2.1 Accounting principles for common control transactions
For the purpose of preparing consolidated financial statements of Hexagon Purus Group, the transfer of entities or business into Hexagon Purus Group is accounted under the pooling method of accounting (predecessor accounting) using values reflected in the consolidated financial statements of Hexagon Group (which can be different from transaction value in each entity). To present historical financial information that is representative for the business going forward, comparative financial information of Hexagon Purus Group is restated to reflect historical financial information of transferred entities and businesses. Comparatives are those of the existing businesses owned by Hexagon Purus Group as of 31 December 2021, subject to when the underlying entities became part of the Hexagon Group. For entities or businesses transferred out of Hexagon Purus Group and into Hexagon Group (under common control), are to be consolidated until disposal in accordance with the requirements of IFRS 10.
The tables below presents the various transactions in the full period of these financial statements into and out of Hexagon Purus Group treated as common control transactions as it is related to Hexagon Group entities or companies.
4.2.2 Transfers into Hexagon Purus Group
| Year | Time | Entity | Transaction | Accounting |
|---|---|---|---|---|
| 2020 | January | Hexagon Purus Systems USA LLC and Hexagon Purus Systems Canada Ltd |
The entities were established as subsidiaries in Hexagon Purus Group, the business operation was transferred from Hexagon Group's Agility segment. |
New entities are consolidated into Purus from 2020. Comparable numbers are established for 2019, with the effect from 4 January 2019 (Agility was acquired and consolidated into Hexagon Composites ASA Group from 4 January 2019). |
| 2020 | January | Hexagon Masterworks Inc |
The entity was transferred into Hexagon Purus Group from Hexagon Group's Mobile Pipeline segment. |
Hexagon Masterworks' numbers for 2019 are used as comparable numbers. |
4.2.3 Transfers out of Hexagon Purus Group
| Year | Time | Entity | Transaction | Accounting |
|---|---|---|---|---|
| 2020 | January | Hexagon Purus GmbH |
Mobile Pipeline customer facing business in Germany was trans ferred out of Purus to Hexagon's Mobile Pipeline segment. |
The comparable profit and loss numbers for 2019 includes this business and balance sheet figures as of 31 December 2019, From 1 January 2020 figures from this business are not included in Purus Group and the sale resulted in a smaller reduction of the customer contracts amount in Purus Group. |
| 2021 | October | Hexagon Purus GmbH |
Hexagon Purus GmbH have transferred the CNG LDV opera tions to Hexagon Group's Agility segment with financial effect 1 October 2021. |
The CNG LDV operation is classified as held for sale according to IFRS as of 31 December 2020. See other note on discontinued operations for more details. |
The transfers have established Hexagon Purus as a pure e-mobility business.
4.3 Business Combinations
Accounting principles for business combinations, are described in Note 3: 3.1.1 Business Combinations. There has been one acquisition during the reported period.
Acquisition of Wystrach GmbH in 2021
On 10 November 2021 Hexagon Purus acquired 100 per cent of the shares of Wystrach GmbH and Wyrent GmbH ("Wystrach"). Wystrach and Wyrent GmbH is reported as a part of the Purus segment in the Hexagon Purus Group from November 2021.
Wystrach is a leading European systems and solutions provider for storage and transport of compressed gases, headquartered in Weeze Germany with approximately 185 employees. The Company specializes in the design, manufacturing and assembly of hydrogen systems including steel system structures and high-pressure piping and has its production facilities in Weeze, Germany.
The Transaction represents a step-change for Hexagon Purus and reinforces its position as a global leader in zero emission mobility solutions. Wystrach will bring significant systems assembly capacity and knowhow and complement the capabilities of Hexagon Purus, improving control of the value chain and accelerating time to market. Combining two industry frontrunners will increase scale, organizational bandwidth and execution capabilities and put Hexagon Purus in pole position to capitalize on the strong market growth expected for hydrogen storage solutions.
The fair value of the identifiable assets and liabilities of Wystrach as at the date of acquisition were:
| (NOK 1 000) | Fair value recognized on acquisition |
|---|---|
| ASSETS | |
| Non-current assets | |
| Intangible assets | |
| Customer relationships | 78 654 |
| Technology | 64 941 |
| Software and licenses | 1 533 |
| Tangible assets | |
| Land and land rights | 22 260 |
| Buildings | 66 780 |
| Technical equipment and machines | 6 640 |
| Other equipment, factory and office equipment | 17 340 |
| Right-of-use Assets | 7 683 |
| Current assets | - |
| Inventories | 170 560 |
| Trade receivable | 49 691 |
| Other assets | 59 536 |
| Cash | 1 277 |
| Total assets | 546 895 |
| (NOK 1 000) | Fair value recognized on acquisition |
|---|---|
| LIABILITIES | |
| Liabilities to banks | 48 458 |
| Lease liabilities | 7 683 |
| Accruals for pensions and similar obligations | 980 |
| Deferred tax liabilities | 44 837 |
| Provisions | 481 |
| Trade payables | 105 542 |
| Payments received on account of orders | 58 031 |
| Income tax liabilities | 7 436 |
| Other liabilities | 60 880 |
| Total liabilities | 334 328 |
| Net identifiable assets and liabilities at fair value | 212 571 |
| Goodwill1 | 187 369 |
| Purchase consideration | 399 936 |
| Consideration shares issued in Hexagon Purus ASA | 144 500 |
| Deferred payment | 43 037 |
| Contingent liabilities | 64 933 |
| Purchase consideration paid in cash | 147 466 |
| Less cash and cash equivalents acquired | 1 277 |
| Acquisition, net of cash acquired | 146 189 |
1 There may be subsequent adjustments to the purchase price allocation with corresponding adjustment to goodwill prior to 11 November 2022 (1 year after the transaction).
The fair value of Wystrach was NOK 399.9 million. The acquisition is settled with MNOK 147.5 million in cash, NOK 144.5 million in consideration shares in Hexagon Purus ASA, NOK 43.0 million in deferred payment and contingent liabilities of NOK 64.9 million expected to be settled in cash in 2023 and 2024. Contingent considerations are dependent upon revenue- and EBITDA targets of Wystrach in 2021, 2022 and 2023 and is recognised as a best estimate of target achievement.
The deferred payment of NOK 43.0 million at acquisition, with a closing balance at NOK 43.5 million, is presented as other non-current financial item. The contingent liability of NOK 64.9 million at acquisition, with a closing balance at NOK 65.6 million, is presented as non-current financial liabilities.
In the Group's profit for 2021, Wystrach is included from the 1 November. The difference between 1 November and the acquisition date 11 November is assessed to be immaterial for the Group. Wystrach's contribution to the Group's revenue and EBITDA in 2021 was NOK 140 million and NOK 18 million respectively. If the acquisition had taken place on 1 January 2021, the Group total revenue and profit after tax would have amounted to NOK 662 million and NOK -356 million.
The goodwill recognized is primarily attributed to the expected synergies and other benefits from combining the assets and activities of Wystrach with the Hexagon Purus Group. The goodwill is not deductible for income tax purposes.
Transaction costs of NOK 12.4 million are expensed as other operating expenses in the income statement and are part of operating cash flows in the statement of cash flows.
Note 5 Discontinued operation
5.1 Non-current assets held for sale and discontinued operations
Non-current assets and groups of non-current assets and liabilities are classified as held for sale if their carrying amount will be recovered through a sales transaction instead of through continued use. This is only regarded as having been fulfilled when a sale is highly probable and the non-current asset (or groups of non-current assets and liabilities) is available for immediate sale in its present form. The management must be committed to a sale and the sale must be expected to be carried out within one year after the classification date.
Non-current assets and groups of non-current assets and liabilities which are classified as held for sale are valued at the lower of their former carrying amount or fair value minus sales costs.
The estimates in discontinued operations are mainly related to the assessments made regarding the valuation of assets being part of the operation. This includes estimates of both tangible and intangible assets. In addition, there are estimates applied to allocate previously common and shared costs between the continuing and discontinuing operation. To qualify the estimates made, the company has applied its best technological and management resources in addition to drawing on external resources where necessary.
5.2 CNG LDV as discontinued operation
On 19 August 2020, Hexagon Composites announced the decision of its Board of Directors to transfer its Compressed Natural Gas Light Duty Vehicle (CNG LDV) activities from Hexagon Purus to Hexagon Composites' natural gas-mobility (g-mobility) business. This transfer will establish Hexagon Purus as a pure e-mobility business. The decision was made by relevant management levels and the financial elements of the transactions are concluded. The completion of the transfer took place 1 October 2021, and the CNG LDV business unit was effectively sold and derecognized on this date.
The results from CNG LDV operation for the period are presented below.
| As per | |||
|---|---|---|---|
| Condensed income statement (NOK 1 000) | 30.09.2021 | 2020 | 2019 |
| Revenue | 199 651 | 192 802 | 455 405 |
| Expenses | 212 323 | 201 734 | 366 196 |
| Operating profit before depreciation (EBIT DA) |
(12 672) | (8 932) | 89 209 |
| Depreciation and impairment | 17 524 | 27 554 | 21 669 |
| Operating profit (EBIT ) |
(30 196) | (36 486) | 67 510 |
| Net finance | 1 423 | 420 | (6) |
| Profit before tax from discontinuing operations | (31 619) | (36 066) | 67 516 |
| Tax | 138 | 1 464 | (1 764) |
| Post-tax profit/(loss) from discontinued operations | (31 757) | (34 602) | 69 279 |
| Gain on disposal of discontinued operations before tax | 23 205 | - | - |
| Tax on disposal of discontinued operations | - | - | - |
| Profit/(loss) after tax for the period from discontinued operations | (8 552) | (34 602) | 69 279 |
The major classes of assets and liabilities of the CNG LDV operation, classified as held for sale as of 31 December 2020, are presented below.
| Assets and liabilities | 31 Dec 2020 |
|---|---|
| Assets | |
| Property, plant and equipment | 26 602 |
| Right-of-use assets | 31 002 |
| Intangible assets | 82 161 |
| Total non-current assets | 139 766 |
| Inventories | 60 409 |
| Trade receivables | 19 598 |
| Cash and short-term deposits | - |
| Total current assets | 80 004 |
| Total assets held for sale | 219 771 |
| Interest-bearing loans and borrowings, related party | 4 256 |
| Lease liabilities | 26 395 |
| Deferred tax liabilities, pension liabilities | 3 930 |
| Total non-current liabilities | 34 581 |
| Trade and other payables | 23 001 |
| Contract liabilities | (637) |
| Lease liabilities, short term | 5 239 |
| Other current liabilities | 14 973 |
| Total current liabilities | 42 577 |
| Total liabilities held for sale | 77 158 |
The net cash flows generated/(incurred) by CNG LDV are, as follows:
| 31 Dec 2020 | |
|---|---|
| Operating | (46 793) |
| Investments | 1 221 |
| Financing | 4 256 |
| Net cash inflow/(outflow) | (41 316) |
Earnings (loss) per share (EPS):1
| Basic, profit/(loss) for the year from discontinued operations | (0.15) |
|---|---|
| Diluted, profit/(loss) for the year from discontinued operations | (0.15) |
1) Number of shares = outgoing balance number of shares
There has been no cash proceeds at the balance sheet date related to accomplishment of the sale transactions. The settlement of the sale transaction took place in October 2021.
Note 6 Operating segments
The chief operating decision maker of the Hexagon Purus Group is the CEO and the Board of Directors.
For management purposes, the assessment is that the Purus Group has had two operating segments; Purus and CNG LDV. The CNG LDV segment is separated from Purus at balance sheet date. Since the process has been ongoing and the CNG LDV segment has been considered discontinued operation, it has been presented also as a separate segment. After the demerger Purus Group consists of only one operating segment.
The following tables present revenue and profit information as well as balance sheet information for the Purus Group's operating segments:
| (NOK 1 000) | 2021 | 2020 | 2019 |
|---|---|---|---|
| Purus | |||
| Revenues from contracts with customers | 506 039 | 178 121 | 207 154 |
| Other operating revenue | 1 679 | 1 693 | 4 140 |
| Total revenue | 507 718 | 179 814 | 211 294 |
| Segment operating profit before depreciation (EBITDA) | (271 777) | (140 722) | (143 261) |
| Segment operating profit (EBIT) | (324 874) | (167 628) | (168 769) |
| Segment assets | 2 101 745 | 1 874 854 | - |
| Segment liabilities | 686 347 | 388 446 | - |
| CNG LDV1 | |||
| Revenues from contracts with customers | 196 850 | 189 202 | 455 405 |
| Other operating revenue | 2 801 | 3 601 | - |
| Total revenue | 199 651 | 192 803 | 455 405 |
| Segment operating profit before depreciation (EBITDA) | (12 672) | (8 932) | 89 209 |
| Segment operating profit (EBIT) | (30 196) | (36 486) | 67 510 |
1 CNG LDV is reported as discontinued operation up to 1 October 2021.
As described, the CNG LDV segment has been transferred from Purus, and has been sold to other parts of Hexagon Group on fair value assessment basis. The valuation of the CNG LDV operation was finally completed when transfer was completed by 1 October 2021. Fair value assessment of the CNG LDV operation was in the range of 14 million EUR.
Investments by region
| Revenue by region | |||||
|---|---|---|---|---|---|
| (NOK 1 000) | 2021 | 2020 | 2019 | ||
| Geographical regions | |||||
| Norway | 382 | 22 | 16 | ||
| Europe | 344 012 | 39 075 | 36 112 | ||
| North America | 155 399 | 130 099 | 169 491 | ||
| Latin America & the Caribbeans | - | - | 64 | ||
| Asia | 7 651 | 10 532 | 5 611 | ||
| Australia/Oceania | 274 | 86 | - | ||
| Total | 507 718 | 179 814 | 211 294 |
| 2021 | 2020 | 2019 | ||||
|---|---|---|---|---|---|---|
| (NOK 1 000) | Property, plant and equipment |
Intangible assets |
Property, plant and equipment |
Intangible assets |
Property, plant and equipment |
Intangible assets |
| Geographical regions | ||||||
| Norway | 1 683 | 32 973 | - | 12 002 | - | 60 526 |
| Europe | 84 389 | 4 762 | 41 136 | 1 471 | 42 432 | 1 213 |
| North America | 21 371 | - | 8 927 | 1 561 | 9 208 | 1 288 |
| Asia | 267 | - | - | - | - | - |
| Total | 107 710 | 37 735 | 50 063 | 15 034 | 51 640 | 63 027 |
Non-current assets by region
| (NOK 1 000) | 2021 | 2020 | 2019 |
|---|---|---|---|
| Geographical regions | |||
| Norway | 82 844 | 58 247 | 52 826 |
| Europe | 939 445 | 427 531 | 553 436 |
| North America | 49 691 | 36 410 | 26 052 |
| Asia | 238 | - | - |
| Total external | 1 072 218 | 522 188 | 632 314 |
Non-current assets for this purpose consists of Property, Plant & Equipment, Right of use Assets and Intangible Assets.
Note 7 Revenue from contracts with customers
7.1 Accounting principles for revenue from contracts with customers
The Group's main revenues come from the sale of its own mass-produced standard products and accompanied services.
Revenue from contracts with customers is recognized when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. The products are mainly sold in relation to separately identifiable contracts with customers.
7.1.1 Sale of goods (cylinders, products, system etc)
Revenue from sale of goods is recognized at the point in time when control of the asset is transferred to the customer, generally on delivery of the product. There are several payment terms, including upfront payment and secured payment, but the normal credit term is 30 to 60 days upon delivery.
The Group considers whether there are other promises in the contract that are separate performance obligations to which a portion of the transaction price needs to be allocated. In determining the transaction price for the sale of goods, the Group considers the effects of variable consideration and the existence of significant financing components.
7.1.1.1 Variable Consideration
Some contracts with customers provide rights of
return, trade discounts or volume rebates. The Group uses the expected value method to estimate the goods that will not be returned as this best predicts the amount of variable consideration to which the Group will be entitled. For trade discounts and volume rebates the sale of goods are measured at the fair value of the consideration received or receivable, net of allowances for trade discounts and volume rebates. If revenue cannot be reliably measured, the Group defers revenue recognition until the uncertainty is resolved. The Group performs the assessment on individual contracts to determine the estimated variable consideration and related constraints.
7.1.1.2 Significant financing component
Generally, the Group sometimes receives shortterm advances from its customers. Using the practical expedient in IFRS 15, the Group does not adjust the promised amount of consideration for the effects of a significant financing component if it expects, at contract inception, that the period between the transfer of the promised good or service to the customer and when the customer pays for that good or service will be one year or less.
7.1.1.3 Warranty provision
The Group typically provides warranties for general repairs and does not provide extended warranties or maintenance services in its contracts with customers. Such warranties are evaluated as assurance-type warranties which are accounted for under IAS 37 Provisions, Contingent Liabilities and Contingent Assets.
7.1.2 Sale of services
To some extent the Group provides other services in relation to reinspection and testing of products, in addition to non- recurring engineering and design or development. These services are normally sold on their own and based on relative stand-alone selling prices. The Group recognizes revenue from services over time using an input method to measure progress towards complete satisfaction of the service, because the customer simultaneously receives and consumes the benefits provided by the Group.
7.1.3 Funded development contracts
The Group has entered into and will enter into funded development contracts with some customers for development services. The Group recognizes revenue over time as the services are performed. Progress is measured using an input method to measure progress towards certain project milestones as the customer simultaneously receives and consumes the benefits provided by the Group.
7.1.4 Contract balances 7.1.4.1 Contract assets
A contract asset is the right to consideration in exchange for goods or services transferred to the customer. If the Group performs by transferring goods or services to a customer before the customer pays consideration or before payment is due, a contract asset is recognized for the earned consideration that is conditional.
7.1.4.2 Trade receivable
A receivable represents the Group's right to an amount of consideration that is unconditional (i.e., only the passage of time is required before payment of the consideration is due).
7.1.4.3 Contract liability
A contract liability is the obligation to transfer goods or services to a customer for which the Group has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the Group transfers goods or services to the customer, a contract liability is recognized when the payment is made, or the payment is due (whichever is earlier). Contract liabilities are recognized as revenue when the Group performs under the contract.
7.1.5 Cost to obtain a contract
The Group has elected to apply the optional practical expedient for costs to obtain a contract which allows the Group to immediately expense such costs when the related revenue is expected to be recognized within one year. When revenue will be recognized over several reporting periods the Group recognizes incremental costs of obtaining a contract with a customer as an asset, provided that the costs are expected to be recovered throughout the contract. The costs are amortized on a systematic basis that is consistent with the transfer of the related goods or services to the customer and subsequently re-assessed at the end of each reporting period.
7.2 Estimates related to revenue recognition
A crucial estimate is related to determining the timing of satisfaction of services and funded development contracts.
The Group has concluded that revenue for services and funded development contracts in most cases is to be recognized over time because the customer simultaneously receives and consumes the benefits provided by the Group. The fact that another entity would not need to re-perform the installation or the defined milestones that the Group has provided to date, demonstrates that the customer simultaneously receives and consumes the benefits of the Group's performance as it performs.
The Group determined that the input method is the best method in measuring progress of the services and funded development contracts because there is a direct relationship between the Group's effort (i.e., total costs incurred) and the transfer of service to the customer. The Group recognizes revenue on the basis of the total costs expended relative to the total expected costs to complete the service and funded development contract.
7.3 Purus revenue recognition
Set out below is the disaggregation of the Group's revenue from contracts with customers.
The Group's customer base is relatively fragmented in terms of size and concentration such that the Group is not dependent on any single customer. Nevertheless, one international industrial gas group made up 12 per cent of Group revenues for 2021. No customer or customer group did exceed 10 per cent of annual sales in the group in 2020 and 2019.
| Revenue recognition | |||
|---|---|---|---|
| (NOK 1 000) | 2021 | 2020 | 2019 |
| External and internal customers | |||
| Sale of cylinders and systems | 440 431 | 132 347 | 183 082 |
| Sale of services and funded development | 54 498 | 28 611 | 9 790 |
| Other revenues | 1 054 | 1 593 | 671 |
| Contracts with customers at a point in time | 495 983 | 162 551 | 193 543 |
| Sale of cylinders and systems | 3 441 | (2 398) | (4 184) |
| Sale of services and funded development | - | 4 514 | 18 795 |
| Other revenues | - | - | - |
| Contracts with customers over time | 3 441 | 2 116 | 14 611 |
| Revenue from contracts with external customers | 499 424 | 164 667 | 208 154 |
| Sale of cylinders and systems | 2 736 | 11 235 | 453 |
| Sale of services and funded development | 4 691 | 3 811 | (786) |
| Other revenues | 68 | 100 | 3 473 |
| Rental income | 799 | - | - |
| Contracts with related parties | 8 294 | 15 146 | 3 140 |
| Total revenue | 507 718 | 179 813 | 211 294 |
| Type of goods or service | |||
| Sale of cylinders and systems | 446 608 | 141 185 | 179 352 |
| Sale of services and funded development | 59 189 | 36 936 | 27 799 |
| Other revenues | 1 921 | 1 693 | 4 143 |
| Total revenue from contracts with customers | 507 718 | 179 814 | 211 294 |
| Timing of revenue recognition | |||
| Goods transferred at a point in time | 495 983 | 162 552 | 193 543 |
| Services transferred over time | 3 441 | 2 117 | 14 612 |
| Transactions with related parties | 8 294 | 15 146 | 3 140 |
| Total revenue from contracts with customers | 507 718 | 179 815 | 211 295 |
1 CNG LDV is reported as discontinued operation in previous periods.
Contract balances (note 15)
| (NOK 1 000) | 2021 | 2020 | 2019 |
|---|---|---|---|
| Trade receivable | 220 286 | 26 657 | 125 015 |
| Contracts assets (accrued revenue) | 4 165 | 814 | 3 100 |
| Contract liabilities (incl. prepayment from customers) | 121 827 | 32 068 | 33 276 |
All contracts are for periods of one year or less, or are build based on time incurred. As permitted under IFRS 15, the transaction price allocated to these unsatisfied contracts is not disclosed. The entire contract liabilities was recognized in the subsequent period.
Note 8 Payroll costs and number of employees
| (NOK 1 000) | Note | 2021 | 2020 | 2019 |
|---|---|---|---|---|
| Salaries/fees | 166 070 | 95 796 | 104 770 | |
| Contractors/hired personnel | 14 832 | 1 063 | 12 282 | |
| Board remuneration | 2 625 | 83 | - | |
| Share-based payments | 7 691 | 372 | - | |
| Bonuses and incentive programs | 24 | 14 639 | 7 502 | 9 024 |
| Pension expense, defined-benefit plans | 22 | 374 | 501 | - |
| Pension expense, defined-contribution plans | 22 | 3 100 | 1 660 | 1 265 |
| Other personnel related expenses | 3 085 | 13 281 | 8 060 | |
| Other social security costs | 12 042 | 10 837 | 10 946 | |
| Capitalized personnel costs (development projects) | (14 856) | (7 600) | (3 190) | |
| Payroll costs from continued operations | 209 602 | 123 497 | 143 157 | |
| Payroll costs related to discontinued operation | 57 465 | 66 444 | 61 827 | |
| Average number of full-time equivalents: | 275 | 240 | 209 | |
| Hexagon Purus Canada | 49 | 30 | 25 | |
| Norway | 7 | 8 | 7 | |
| Germany1 | 304 | 175 | 190 | |
| USA | 55 | 41 | 31 | |
| Total number of full-time equivalents | 415 | 254 | 253 |
1 Germany includes total numbers of full time employees in Wystrach, 187 full time employees. Included in the group from 1 November 2021.
Capitalized payroll costs related to technology development projects amounted to MNOK 14.9 in 2021, MNOK 7.6 in 2020 and MNOK 3.2 in 2019.
Capitalized expenses presented as part of other personnel related expenses.
Note 9 Property, plant and equipment
9.1 Accounting principles for property, plant and equipment
Items of property, plant and equipment are valued at their cost, less accumulated depreciation and impairment losses. An asset is derecognized from the balance sheet on disposal or when it is withdrawn from use and no future economic benefits are expected from its disposal. The gain or loss on disposal is recognized in the income statement.
The cost of an item of property, plant and equipment includes its original purchase price and all costs necessary to bring the asset to working condition for its intended use. Subsequent expenditure on repair and maintenance of assets is recognized as an expense in the income statement, while expenses that are expected to generate future economic benefits are capitalized.
The cost of a non-current asset is depreciated to the residual value over the asset's useful life. Depreciation is calculated on a straight-line basis. The following depreciation periods apply:
- Buildings 10–20 years
- Plant, machinery and equipment 3–15 years
- Fixtures & fittings, motor vehicles 3–10 years
If an item of property, plant and equipment has different parts with different useful lives, the parts are depreciated separately if the cost is significant in relation to the total cost of the item.
The depreciation period and method are assessed annually. A residual value is estimated at each year-end, and changes to the estimated residual value is recognized as a change in an estimate. When the carrying amount of property, plant and equipment exceeds the estimated recoverable amount, the value is written down to the recoverable amount. Depreciation of an asset ceases at the earlier date that the asset is classifies as held for sale (or included in a disposal group that is classifies as held for sale) in accordance with IFRS 5 and the date that the asst is derecognized.
Assets under construction are classified as property, plant and equipment and are carried at cost until its manufacture or development is completed. Assets under construction are not subject to depreciation until the assets are avaliable for use.
9.2 Estimates related to depreciation and impairment of property, plant and equipment
Group management determines the useful lives and depreciation rates for items of property, plant & equipment. The expected useful life of the Group's production equipment is largely dependent on technological development. The present depreciation period is 3–20 years, but an uncertainty exists for the interval between 10–20 years.
Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The Group has assessed that there are no indicators of impairment as of 31 December 2021 and has therefore not recognized any impairment as per date or in 2020 and 2019.
As part of the demerger of CNG LDV, substantial assets are separated out of Hexagon Purus Group. The transfer of assets took place at fair value assessment of the assets.
9.3 Property, plant and equipment in Hexagon Purus Group
| Buildings and | Machinery | ||
|---|---|---|---|
| (NOK 1 000) | real estate properties |
and equipment |
2021 total |
| Fixed assets | |||
| Opening balance at cost price | 15 658 | 153 609 | 169 267 |
| Opening balance accumulated deprecations | (6 255) | (86 377) | (92 632) |
| Opening balance booked value | 9 403 | 67 232 | 76 635 |
| Additions this year at cost price | 974 | 106 737 | 107 711 |
| Additions at cost price from purchase of companies | 118 455 | 49 661 | 168 116 |
| Additions accumulated depreciation from purchase of companies | (29 415) | (25 681) | (55 097) |
| Deprecations this year | (2 583) | (14 546) | (17 129) |
| Translation differences | 3 096 | (2 680) | 415 |
| Disposals | (73) | (12 873) | (12 946) |
| Assets held for sale | - | - | - |
| Closing balance 31 December | 99 857 | 167 849 | 267 705 |
| Closing balance at cost price | 138 110 | 294 453 | 432 563 |
| Closing balance accumulated depreciations | (38 253) | (126 605) | (164 858) |
| Amortization rate | 5–10% | 7–33% | |
| Useful life | 10–20 years | 3–15 years | |
| Depreciation method | Straight-line | Straight-line |
| Buildings and real estate |
Machinery and |
||
|---|---|---|---|
| (NOK 1 000) | properties | equipment | 2020 total |
| Fixed assets | |||
| Opening balance at cost price | 12 969 | 164 870 | 177 839 |
| Opening balance accumulated deprecations | (4 241) | (70 238) | (74 479) |
| Opening balance booked value | 8 728 | 94 632 | 103 360 |
| Additions this year at cost price | 5 393 | 44 670 | 50 063 |
| Deprecations this year | (1 400) | (15 535) | (16 935) |
| Translation differences | 416 | 3 705 | 4 121 |
| Disposals | (470) | (36 902) | (37 372) |
| Assets held for sale | (3 264) | (23 338) | (26 602) |
| Closing balance 31 December | 9 403 | 67 232 | 76 635 |
| Closing balance at cost price | 15 658 | 153 609 | 169 267 |
| Closing balance accumulated depreciations | (6 255) | (86 377) | (92 632) |
| Amortization rate | 5–10% | 7–33% | |
| Useful life | 10–20 years | 3–15 years | |
| Depreciation method | Straight-line | Straight-line |
| Buildings and real estate |
Machinery and |
||
|---|---|---|---|
| (NOK 1 000) | properties | equipment | 2019 total |
| Fixed assets | |||
| Opening balance at cost price | 7 576 | 139 302 | 146 878 |
| Opening balance accumulated deprecations | (2 674) | (80 079) | (82 753) |
| Opening balance booked value | 4 902 | 59 223 | 64 125 |
| Net additions this year at cost price | 4 624 | 47 016 | 51 640 |
| Deprecations this year | (787) | (11 583) | (12 370) |
| Translation differences | (12) | (25) | (37) |
| Closing balance 31 December | 8 728 | 94 632 | 103 359 |
| Amortization rate | 5–10% | 7–33% | |
| Useful life | 10–20 years | 3–15 years | |
| Depreciation method | Straight-line | Straight-line | |
| Useful life | 10–20 years | 3–15 years | |
| Depreciation method | Straight-line | Straight-line |
Note 10 Intangible assets
10.1 Accounting principles for intangible assets
Intangible assets acquired independently are measured on initial recognition at cost. The cost of intangible assets acquired as part of a business combination is recognized at fair value in the Group's opening balance at the date of acquisition. Capitalized intangible assets are recognized at cost less any amortization and impairment.
Internally generated intangible assets, with the exception of capitalized development expenses, are not capitalized, but expensed as incurred.
The useful life is either finite or indefinite. Intangible assets with a finite useful life are amortized over their useful economic life and tested for impairment if there are any indications that the intangible asset may be impaired. The amortization method and period are assessed at least once a year. Changes to the amortization method and/or period are accounted for as a change in accounting estimate.
Intangible assets with an indefinite economic life are not amortized, but are tested for impairment at least once a year, either individually or as a part of a cash-generating unit. The economic life is assessed annually with regard to whether the assumption of an indefinite economic life can be justified. If it cannot, the change to a definite economic life is made prospectively.
10.1.1 Patents and Licenses
Amounts paid for patents and licenses are recognized in the balance sheet and are amortized on a straight-line basis over their useful life. The expected useful life of patents and licenses varies between 6 and 17 years.
10.1.2 Research and development cost
Expenses relating to research activities are recognized in the statement of comprehensive income as they incur. Expenses relating to development activities (relating to the design and testing of new or improved products) are capitalized to the extent that the product or process is a commercially viable and the Group has sufficient resources to complete the development work. Expenses that are capitalized include the cost of materials, direct salary costs and a share of the directly attributable common expenses. Capitalized development costs are recognized at their cost minus accumulated amortization and impairment losses.
Research costs are expensed as incurred. The development costs of projects (relating to the design and testing of new or improved products) are capitalized as intangible assets if all the following criteria are met:
-
- it is technically feasible to complete the intangible asset so that the asset will be available for use or for future sale;
-
- it is the management's intention to complete the asset and use or sell it;
-
- it is possible to use or sell the asset;
-
- it can be demonstrated how the asset will generate future economic benefits;
-
- technological and financial resources are available to complete the asset; and
-
- the costs can be reliably measured.
Other development costs are expensed as incurred. Development costs that have previously been expensed are not capitalized in subsequent periods. Capitalized development costs are amortized on a straight-line basis over the estimated useful life of the asset. Capitalized development costs with an indefinite useful life or related to projects under development are tested annually for impairment in accordance with IAS 36.
10.1.3 Customer relationships
Purchased customer contracts have a finite useful life and are recognized at cost less amortization. Customer contracts and technology are amortized using the straight-line method over their estimated useful lives.
As part of the demerger of CNG LDV, some customer relationship values are separated out of Hexagon Purus Group.
10.2 Estimates related to depreciation and impairment of intangible assets
Group management determines the useful lives and depreciation rates for items of intangible assets. The expected useful life of the Group's capitalized development cost and customer relationships is largely dependent on technological development and continued sales to customers. The present depreciation period is 5-20 years, but there is an uncertainty for the expected useful life in the interval between 10-20 years.
Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The Group has not recognized any impairment in 2021, 2020 or in 2019, as the Group has assessed that there are no indicators of impairment.
10.3 Estimates related to development costs
The Group capitalizes development costs for a project in accordance with the Groups accounting policy. Initial capitalization of costs is based on management's judgement that technological and economic feasibility is confirmed, usually when a product development project has reached a defined milestone according to project plan. In determining the amounts to be capitalized, management makes assumptions regarding the expected future cash generation of the project, discount rates to be applied and the expected period of benefits.
There is uncertainty about the date for when the criteria for recognition of intangible assets are satisfied and there is uncertainty associated with the valuation and allocation of the cost of acquisition for intangible assets.
10.4 Estimates related to goodwill
Recognized goodwill is assessed annually for impairment. Recoverable amounts from cash-generating units are calculated based on their value
10.5 Intangible assets in Hexagon Purus Group
in use. There is uncertainty associated with the assumptions used as a basis in the preparation of budgets for the calculation of value in use. These calculations require the use of estimates and assumptions about future income and expense trends. The recoverable amount is sensitive to the discount rate used for the discounted cash flow model as well as the expected future cash-inflows and the growth rate.
| Technology and |
Patents and | Customer relation |
||
|---|---|---|---|---|
| 2021 total | ||||
| 53 044 | 7 111 | 95 425 | 323 107 | 478 687 |
| (2 946) | (2 646) | (57 998) | - | (63 590) |
| 50 097 | 4 466 | 37 427 | 323 107 | 415 097 |
| 33 323 | 4 412 | - | - | 37 735 |
| 64 941 | 1 533 | 78 654 | 187 369 | 332 497 |
| (6 343) | (1 901) | (9 608) | - | (17 852) |
| 871 | (738) | (766) | (12 888) | (13 521) |
| (1 662) | - | - | - | (1 662) |
| 141 228 | 7 772 | 105 707 | 497 587 | 752 294 |
| 835 398 | ||||
| (10 951) | (4 546) | (67 606) | - | (83 104) |
| 5–20% | 6–34% | 11–14% | None | |
| 5–20 years | 6–17 years | 7–9 years | Indefinite | |
| Straight-line | Straight-line | None | ||
| development 152 180 |
licenses 12 318 Straight-line |
ships 173 313 |
Goodwill 497 587 |
| Technology | Customer | ||||
|---|---|---|---|---|---|
| (NOK 1 000) | and development |
Patents and licenses |
relation ships |
Goodwill | 2020 total |
| Intangible assets | |||||
| Opening balance at cost price | 62 745 | - | 110 692 | 369 348 | 542 785 |
| Opening balance accumulated deprecations | (24 071) | - | (43 337) | - | (67 408) |
| Opening balance booked value | 38 675 | - | 67 355 | 369 348 | 475 378 |
| Net additions this year at cost price | 14 928 | - | 106 | - | 15 034 |
| Deprecations this year | (4 282) | - | (13 030) | - | (17 312) |
| Translation differences | 5 354 | - | 4 452 | 22 710 | 32 516 |
| Disposals | - | - | (8 357) | - | (8 357) |
| Assets held for sale | (112) | - | (13 099) | (68 951) | (82 162) |
| Closing balance 31 December 2020 | 54 563 | - | 37 427 | 323 107 | 415 097 |
| Closing balance at cost price | 60 155 | - | 95 425 | 323 107 | 478 687 |
| Closing balance accumulated depreciations | (5 592) | - | (57 998) | - | (63 590) |
| Amortization rate | 5–20% | 11–14% | None | ||
| Useful life | 5–20 years | 7–9 years | Indefinite | ||
| Depreciation method | Straight-line | Straight-line | None |
| Technology and |
Patents and | Customer relation |
|||
|---|---|---|---|---|---|
| (NOK 1 000) | development | licenses | ships | Goodwill | 2019 total |
| Intangible assets | |||||
| Opening balance at cost price | - | - | 106 832 | 372 512 | 479 344 |
| Opening balance accumulated deprecations | - | - | (48 637) | - | (48 637) |
| Opening balance booked value | - | - | 58 195 | 372 512 | 430 707 |
| Net additions this year at cost price | 39 984 | - | 23 043 | - | 63 027 |
| Deprecations this year | (1 310) | - | (13 316) | - | (14 626) |
| Translation differences | 1 | - | (567) | (3 164) | (3 730) |
| Closing balance 31 December 2019 | 38 675 | - | 67 355 | 369 348 | 475 378 |
| Amortization rate | 5–20% | 11–14% | None | ||
| Useful life | 5–20 years | 7–9 years | Indefinite | ||
| Depreciation method | Straight-line | Straight-line | None |
Research & development costs totalling NOK 47 million (15) were expensed in 2021. The Group has received government grants of NOK 2 million (2) in 2021, which has been offset against research and development costs.
10.5.1 Impairment testing of goodwill
Goodwill is not depreciated but is subject to impairment testing in the fourth quarter each year. If there are particular indications of possible impairment, the impairment test is carried out on a quarterly basis. The impairment test is carried out by the calculated recoverable amount being compared with the carrying amount for the unit in question. When the recoverable amount exceeds the carrying amount, capitalized goodwill is maintained. When the recoverable amount is lower than the carrying amount, capitalized goodwill is written down to its recoverable amount. The carrying amount consists of the units' total assets less interest-free current liabilities and interest-free non-current liabilities. The recoverable amount is based on expected future cash flows for the relevant unit based on the management's approved budget and strategy figures for the next four years. These are estimated based on current sales and margins and the expected market development. For subsequent periods it is assumed that there will be an increase in the cash flows equivalent to expected general growth within the various business areas.
The expected future investment requirements for the units are reflected in the calculations. These are in accordance with the management's approved budget and strategy. For the period beyond the next four years, it is assumed that the re- investment requirement will be equivalent to expected depreciation. Changes in working capital have been assessed and adjusted in accordance with expected developments.
When there are indications that a company's assets (including goodwill) may be impaired, an impairment test is conducted using the company's weighted average capital cost (WACC) as an estimate for the discount rate (= return on assets ratio). Correspondingly, WACC is also used for annual impairment testing. The WACC rate which is used to discount future cash flows is based on 10-year risk-free interest rates in the market, the company's borrowing interest, beta factor, equity ratio and market risk premium, adjusted for the liquidity risk and size of the company.
Value in use is calculated by discounting future cash flows. Present value calculations are based on expected future cash flows for the different cash-generating units, as described above and the units are not expected to have a finite useful life. The projections take into account substantial growth in the cash flows into perpetuity.
The Hexagon Purus goodwill in Hexagon Purus Group is the result of accounting under the pooling method of accounting in which Hexagon Purus Group use values reflected in the consolidated financial statements of Hexagon Composites ASA Group.
The goodwill of the following cash flow generating unit is subject to impairment testing:
The goodwill of the following cash flow generating unit is subject to impairment testing:
The goodwill items of the following cash flow generating units are subject to impairment testing
| (NOK 1 000) | 2021 | 2020 | 2019 |
|---|---|---|---|
| Purus | 497 588 | 323 107 | 304 391 |
| CNG LDV | - | 68 951 | 64 957 |
| Total goodwill | 497 588 | 392 058 | 369 348 |
The most important assumptions for calculating value in use are related to estimates for operating revenues, EBITDA margins, discount rates and growth rates beyond the forecast period of 5 years. A weighted average cost of capital before tax of 9.1 per cent has been used.
Hexagon Purus group initial business plan projections imply significant growth: NOK 4 to 5 billion in revenues by 2025 and double-digit EBITDA margins in the longer-term.
In this regard the following assumptions are used specifically in relation to the business activities for which the historical goodwill attributable to Hexagon Purus arose, being hydrogen cylinders, distribution, ground storage, marine, rail and other cylinder applications at target revenue growth and attaining target EBITDA margin.
Sensitivity analysis for the goodwill
In connection with the impairment testing of goodwill as of 31 December 2021, the Group carried out sensitivity analyses. The present value of the cash flow in the calculations made is, among other things, sensitive to changes in the discount rate. The sensitivity analysis uses the economic assumptions referred to above as its starting point. Calculations have been made based on one of the estimated economic assumptions being changed and in which the other economic assumptions remain unchanged.
The sensitivity analyses for the CGU demonstrate that recoverable amounts of Hexagon Purus goodwill exceed the recognized value by a good margin, and a reasonable change in key assumption (+/- 1.0 per cent for WACC and +/- 2.0 per cent on EBITDA margin) would not cause the carrying amount to exceed value in use.
The market value of the groups equity measured by the share price on the Euronext Growth as of 31 December 2021 gives a headroom of approximately NOK 4 200 million. The value in use is estimated to give an even higher headroom.
Note 11 Leases
11.1 Accounting principles for leases
The Group has applied IFRS 16. At the inception of a contract, The Group assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
11.1.1 The group as a lessee
For contracts that constitute, or contain a lease, the Group separates lease components if it benefits from the use of each underlying asset either on its own or together with other resources that are readily available, and the underlying asset is neither highly dependent on, nor highly interrelated with, the other underlying assets in the contract. The Group then accounts for each lease component within the contract as a lease separately from nonlease components of the contract.
At the lease commencement date, the Group recognizes a lease liability and corresponding right-of-use asset for all lease agreements in which it is the lessee, except for the following exemptions applied: • Short-term leases (defined as 12 months or less)
• Low value assets
For these leases, the Group recognizes the lease payments as other operating expenses in the statement of profit or loss when they incur.
The following depreciation periods apply:
- Buildings 2-5 years
- Plant, machinery and equipment 3-5 years
- Fixtures & fittings, motor vehicles 3-5 years
11.1.1.1 Lease liabilities
The lease liability is recognized at the commencement date of the lease. The Group measures the lease liability at the present value of the lease payments for the right to use the underlying asset during the lease term that are not paid at the commencement date. The lease term represents the non-cancellable period of the lease, together with periods covered by an option either to extend or to terminate the lease when the Group is reasonably certain to exercise this option. In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable.
The lease payments included in the measurement comprise of:
- Fixed lease payments (including in-substance fixed payments), less any lease incentives receivable
- Variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date
- Amount expected to be payable by the Group under residual value guarantees
- The exercise price of a purchase option, if the Group is reasonably certain to exercise that option
- Payments of penalties for terminating the lease, if the lease term reflects the Group exercising an option to terminate the lease.
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect the lease payments made and remeasuring the carrying amount to reflect any reassessment or lease modifications, or to reflect adjustments in lease payments due to an adjustment in an index or rate.
The Group does not include variable lease payments in the lease liability. Instead, the Group recognizes these variable lease expenses in profit or loss.
The Group presents its lease liabilities as separate line items in the statement of financial position.
11.1.1.2 Right-of-use assets
The Group measures the right-of use asset at cost, less any accumulated depreciation and impairment losses, adjusted for any remeasurement of lease liabilities. The cost of the right-of-use asset comprise:
- The amount of the initial measurement of the lease liability recognized
- Any lease payments made at or before the commencement date, less any incentives received
- Any initial direct costs incurred by the Group. An estimate of the costs to be incurred by the Group in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease, unless those costs are incurred to produce inventories.
The Group applies the depreciation requirements in IAS 16 Property, Plant and Equipment in depreciating the right-of-use asset, except that the right-of-use asset is depreciated from the commencement date to the earlier of the lease term and the remaining useful life of the right-of-use asset, unless there is an option to purchase the asset which has been determined to be exercised with reasonably certainty, in which case the right of use asset is depreciated over the expected economic life of the underlying asset.
The Group applies IAS 36 Impairment of Assets to determine whether the right-of-use asset is impaired and to account for any impairment loss identified.
11.2 Estimates related to leases – significant judgement in determining the lease term of contracts with renewal options and incremental borrowing rate
The group has several offices and other facilities leases with options to extend the lease. The renewal options have been included in the calculation of the lease liability if management is reasonably certain to exercise the option to renew the contract. Management has used judgment when considering all relevant factors that create an economic incentive to extend the lease. In this assessment Management has considered the original lease term and the significance of the underlying assets, i.e. the offices and other facilities.
The Group cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of interest that the Group would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The IBR therefore reflects what the Group 'would have to pay', which requires estimation when no observable rates are available (such as for subsidiaries that do not enter into financing transactions). The Group estimates the IBR using observable inputs (such as market interest rates) when available and is required to make certain entity-specific estimates (such as the subsidiary's stand-alone credit rating).
11.3 Leases in Hexagon Purus Group, the Group as lessee/leases
| Buildings and real estate |
Machinery and | ||
|---|---|---|---|
| (NOK 1 000) | properties | equipment | 2021 total |
| Right-of-use assets | |||
| Opening balance at cost price | 52 579 | 2 413 | 54 992 |
| Opening balance accumulated deprecations | (22 922) | (1 613) | (24 535) |
| Opening balance book value | 29 657 | 801 | 30 457 |
| Additions this year at cost price | 19 961 | 12 384 | 32 345 |
| Additions from purchase of companies | - | 7 899 | 7 899 |
| Deprecations this year | (16 383) | (1 733) | (18 116) |
| Translation differences | (272) | (95) | (367) |
| Closing balance 31 December | 32 963 | 19 256 | 52 219 |
| Useful life | 2 - 5 years | 3 - 5 years | |
| Depreciation method | Linear | Linear | Linear |
| Buildings and | |||
|---|---|---|---|
| (NOK 1 000) | real estate properties |
Machinery and equipment |
2020 total |
| Right-of-use assets | |||
| Opening balance at cost price | 54 866 | 18 922 | 73 788 |
| Opening balance accumulated deprecations | (18 862) | (1 349) | (20 211) |
| Opening balance book value | 36 004 | 17 573 | 53 577 |
| Additions this year at cost price | 22 392 | 3 067 | 25 459 |
| Deprecations this year | (13 623) | (6 590) | (20 213) |
| Translation differences | 2 310 | 326 | 2 636 |
| RoU-assets classified as held for sale - at cost price | (26 989) | (19 902) | (46 891) |
| RoU-assets classified as held for sale - acc. depreciation | 9 563 | 6 326 | 15 889 |
| Closing balance 31 December | 29 657 | 800 | 30 457 |
| Useful life | 2 - 5 years | 3 - 5 years | |
| Depreciation method | Linear | Linear | Linear |
| (NOK 1 000) | Buildings and real estate properties |
Machinery and equipment |
2019 total |
|---|---|---|---|
| Right-of-use assets | |||
| Opening balance at cost price | 43 923 | 10 000 | 53 923 |
| Opening balance accumulated deprecations | - | - | - |
| Opening balance book value | 43 923 | 10 000 | 53 923 |
| Additions this year at cost price | 10 943 | 8 922 | 19 865 |
| Deprecations this year | (18 862) | (1 349) | (20 211) |
| Closing balance 31 December | 36 004 | 17 573 | 53 577 |
| Useful life | 2 - 5 years | 3 - 5 years | |
| Depreciation method | Linear | Linear | Linear |
Lease liabilities (continuing operation)
| (NOK 1 000) | 2021 | 2020 | 2019 |
|---|---|---|---|
| Discounted lease liabilities and maturity cash outflows | |||
| Current lease liabilities | 21 285 | 9 244 | 12 810 |
| Non-current lease liabilities | 31 794 | 21 795 | 47 828 |
| Total lease liabilities | 53 079 | 31 039 | 60 638 |
| (NOK 1 000) | 2021 | 2020 | 2019 |
|---|---|---|---|
| Lease liability cash flow (excl interests) | |||
| Less than 1 year | 21 285 | 9244 | 12 810 |
| 1-2 years | 12 193 | 11328 | 24 859 |
| 2-3 years | 15 938 | 5 490 | 12 048 |
| 3-4 years | 2 992 | 4 934 | 10 829 |
| 4-5 years | 672 | 42 | 92 |
| More than 5 years | - | - | - |
| Total discounted lease liabilities at 31 December | 53 079 | 31 038 | 60 638 |
| (NOK 1 000) | 2021 | 2020 | 2019 |
|---|---|---|---|
| Lease interest expense cash flow | |||
| Less than 1 year | 461 | 420 | 582 |
| 1-2 years | 450 | 513 | 1 126 |
| 2-3 years | 430 | 196 | 431 |
| 3-4 years | 248 | 69 | 150 |
| 4-5 years | 24 | 1 | 1 |
| More than 5 years | - | - | - |
| Total lease interest following periods | 1 612 | 1 199 | 2 290 |
| (NOK 1 000) | 2021 | 2020 | 2019 |
| Implied lease cash outflow | |||
| Less than 1 year | 21 746 | 9 664 | 13 392 |
| 1-2 years | 12 643 | 11 841 | 25 985 |
| 2-3 years | 16 368 | 5 687 | 12 479 |
| 3-4 years | 3 240 | 5 003 | 10 980 |
| 4-5 years | 695 | 43 | 93 |
| More than 5 years | - | - | - |
| Total undiscounted lease liabilities at 31 December | 54 692 | 32 238 | 62 929 |
Summary of the lease liabilities
| (NOK 1 000) | 2021 | 2020 | 2019 |
|---|---|---|---|
| Opening balance 1 January | 31 039 | 60 638 | 56 241 |
| New lease liabilities recognized in the year | 32 345 | 18 547 | 14 340 |
| New lease liabilities from purchase of companies | 7 899 | - | - |
| Cash payments for the principal portion of the lease liability | (17 606) | (18 688) | (9 709) |
| Cash payments for the interest portion of the lease liability | (913) | (1 243) | (626) |
| Interest expense on lease liabilities | 913 | 1 243 | 626 |
| Currency exchange differences | (598) | 2 176 | (234) |
| Liabilities held for sale | - | (31 634) | - |
| Total lease liabilities at 31 December | 53 079 | 31 039 | 60 638 |
Summary of cash outflows leases
| (NOK 1 1000) | 2021 | 2020 | 2019 |
|---|---|---|---|
| Cash payment for leases | 18 519 | 19 931 | 10 335 |
| Variable payments | 1 936 | 692 | 675 |
| Cash payments related to short term leases and leases of low value | 210 | 25 | - |
| Total cash outflow for leases | 20 664 | 20 647 | 11 010 |
Some of the leases have options to extend the contract beyond the period used in the calculations. For most cases the probability of utilizing such options are not high enough to include options in the calculation of the leases. The leases do not contain any termination options that are considered significant for the calculations.
The leases do not contain any restrictions on the Group's dividend policy or financing, and there are no requirements to financial performance or ratios. The Group does not have significant residual value guarantees related to its leases to disclose. No operational risks related to leases are identified.
Note 12 Investments in associates and joint ventures
12.1 Accounting principles for investments in associates and joint ventures
Associates are entities where the Group has significant influence, but not control or joint control, over financial and operating management (normally a holding of between 20 per cent and 50 per cent).
A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.
The considerations made in determining whether the Group has joint control or significant influence over an entity are similar to those necessary to determine control over subsidiaries. Associates and joint ventures are accounted for using the equity method from the date when significant influence or joint control is achieved until such influence ceases.
Under the equity method, the investments in an associates or joint ventures are initially recognized at cost. The carrying amount of the investment is adjusted to recognize changes in the Group's share of net assets of the associate or joint venture since the acquisition date. Goodwill relating to the associate or joint venture is included in the carrying amount of the investment and is not tested for impairment individually.
The statement of profit or loss reflects the Group's share of the results of operations of the associate or joint venture. Any change in OCI of those investees is presented as part of the Group's OCI. In addition, when there has been a change recognized directly in the equity of the associate or joint venture, the Group recognizes its share of any changes, when applicable, in the statement of changes in equity. Unrealized gains and losses resulting from transactions between the Group and the associate or joint venture are eliminated to the extent of the interest in the associate or joint venture and is recognized against profit/loss from investment in associates and joint ventures.
If there is an indication that the investment in the associate or joint venture is impaired, the Group will perform an impairment test of the carrying amount of the investment. Any impairment losses are recognized as share of profit of an associate and a joint venture in the statement of profit or loss.
If the Group's share of the loss equals or exceeds the carrying amount of the associate or joint venture, the carrying amount is set to zero and further loss is not recognized unless the Group has incurred a legal or constructive obligation on behalf of the associate or joint venture.
Upon loss of significant influence over the associate or joint control over the joint venture, and as such the equity method ceases, the Group measures and recognizes any retained investment at its fair
value. A new measurement of remaining ownership interests will not be performed if the equity method is still applicable, for example by transition from an associate to a joint venture.
12.2 Joint ventures and associates
The Group has classified its investment in Norwegian Hydrogen AS as an associate, and the Group has ownership and voting rights of 20.98 per cent. The Group contributed NOK 7 880 000 in a share capital increase in Norwegian Hydrogen AS in 2021.
Note 13 Other non-current assets
| (NOK 1 000) | 2021 | 2020 | 2019 |
|---|---|---|---|
| Other non-current assets | 2 476 | 751 | 3 226 |
| Total other non-current assets | 2 476 | 751 | 3 226 |
The non-currents assets mostly refer to different kind of deposits for rental agreements etc.
Note 14 Inventories
14.1 Accounting principles for inventories
Inventories are valued at the lower of historical cost and net realizable value. Net realizable value is the estimated selling price (in the normal course of business) less the estimated costs of completion and the estimated cost necessary to make the sale. Cost is based on the average cost price, and includes the costs incurred in acquiring the goods and the costs of bringing the goods to their current state and location. Goods produced by the Group itself include variable and fixed costs that can be allocated based on normal capacity utilization.
Where inventory items purchased internally in the Group contain an element of profit, this profit element is eliminated until the inventory items are sold out of the Group.
| (NOK 1 000) | 2021 | 2020 | 2019 |
|---|---|---|---|
| Raw materials and consumables | 182 866 | 75 164 | 67 667 |
| Work in progress | 67 453 | 14 831 | 17 521 |
| Finished goods | 10 916 | 32 001 | 15 490 |
| Inventories of business held for sale | - | (60 409) | - |
| Total inventories | 261 235 | 61 587 | 100 678 |
| Provision for obsolete inventory in balance sheet | 6 795 | 7 251 | 14 901 |
| Carrying amount of holdings used as pledged assets | - | - | - |
Provisions for obsolete inventory in balance sheet, are presented net at each category of inventory.
Note 15 Trade receivables
Trade receivables are recognized at transaction price and subsequently measured at initial recognized amount less impairment losses.
| (NOK 1 000) | 2021 | 2020 | 2019 |
|---|---|---|---|
| Trade receivables | 222 022 | 47 190 | 127 187 |
| Provisions for loss | (1 736) | (935) | (2 172) |
| Trade receivables of business held for sale | - | (19 598) | - |
| Trade receivables after provision for losses | 220 286 | 26 657 | 125 015 |
| Carrying amount of trade receivables used as pledged assets | - | - | - |
Losses on trade receivables are classified as other operating expenses in the income statement. In the assessment, consideration is made to guaranteed and insured amounts (see other note concerning credit risk). Set out below is the information about the credit risk exposure on the Group's trade receivables and contract assets using a provision matrix:
As of 31 December the company had the following ageing of trade receivables
| Trade receivables | |||||||
|---|---|---|---|---|---|---|---|
| Contract assets |
Not due | <30 days past due |
30-60 days past due |
60-90 days past due |
>90days past due |
Total | |
| 2021 | |||||||
| Expected credit loss rate | - | - | - | 0.7% | - | 21.7% | - |
| Carrying amount at default | 4 165 | 100 952 | 68 507 | 40 167 | 5 672 | 6 724 | 222 023 |
| Expected credit loss | - | - | - | (280) | - | (1 456) | (1 736) |
| Net carrying amount | 4 165 | 100 952 | 68 507 | 39 887 | 5 672 | 5 268 | 220 286 |
| 2020 | |||||||
| Expected credit loss rate | - | 0.2% | 1.5% | 7.0% | 9.0% | 12.8% | - |
| Carrying amount at default | 814 | 9 024 | 12 315 | 968 | 289 | 4 995 | 27 591 |
| Expected credit loss | - | (18) | (182) | (68) | (26) | (641) | (935) |
| Net carrying amount | 814 | 9 006 | 12 133 | 900 | 263 | 4 354 | 26 656 |
| 2019 | |||||||
| Expected credit loss rate | - | 0.2% | 0.5% | 1.0% | 4.8% | 7.7% | - |
| Carrying amount at default | 3 100 | 42 322 | 57 184 | 4 264 | 1 296 | 22 120 | 127 186 |
| Expected credit loss | - | (84) | (284) | (42) | (62) | (1 699) | (2 171) |
| Net carrying amount | 3 100 | 42 238 | 56 900 | 4 222 | 1 234 | 20 421 | 125 015 |
Changes in the provision for losses are as follows
| (NOK 1 000) | 2021 | 2020 | 2019 |
|---|---|---|---|
| Opening balance 1 January Additions from purchase of companies |
935 535 |
2 172 - |
1 357 - |
| Provision for losses for the year | 830 | (1 228) | 1 513 |
| Actual losses during the year | (537) | (77) | (697) |
| Translation differences | (27) | 68 | (1) |
| Closing balance 31 December | 1 736 | 935 | 2 172 |
Credit risk and currency risk regarding trade receivables are described in more detail in note 20.1.
Note 16 Other current assets
| (NOK 1 000) | 2021 | 2020 | 2019 |
|---|---|---|---|
| Other debtors | 14 956 | 6 573 | 548 |
| Prepaid expenses & accruals | 44 231 | 5 138 | 2 771 |
| Entitlement to VAT sand sales tax | 18 924 | 2 395 | 4 |
| Entitlement to income tax refund | 39 | 7 | 373 |
| Other1 | 2 793 | 327 | 2 245 |
| Total other current assets | 80 943 | 14 440 | 5 941 |
1 Other in 2020 includes receivables related to the Norwegian Skattefunn.
Note 17 Bank deposits, cash and cash equivalents
Cash & cash equivalents consist of cash in hand and at bank. Any positive balances against bank overdrafts are included as a component of cash and cash equivalents in the cash flow statement. The cash flow statement has been prepared using the indirect method. Bank overdrafts (if any) are reported under short-term loans in the balance sheet. Received interest income is classified as investment activities and interest payments is classified as investment activities in the cash flow statement.
| (NOK 1 000) | 2021 | 2020 | 2019 |
|---|---|---|---|
| Cash at bank and in hand | 453 398 | 1 246 351 | 65 093 |
| Bank deposits, cash and cash equivalents | 453 398 | 1 246 351 | 65 093 |
| Bank overdrafts | - | - | - |
| Cash & cash equivalents in the cash flow analysis | 453 398 | 1 246 351 | 65 093 |
| Undrawn Group overdraft facility | - | - | - |
| Undrawn loan facilities | - | - | - |
| Restricted funds included in cash & cash equivalents1 | 1 182 | 528 | - |
1 Restricted tax withholdings.
Note 18 Net financial items
| 2021 | 2020 | 2019 | |
|---|---|---|---|
| (NOK 1 000) | |||
| Interest income | 1 642 | 1 107 | 310 |
| Foreign exchange items | 12 607 | 2 368 | 2 923 |
| Other finance income | - | 6 635 | - |
| Total finance income continued operations | 14 250 | 10 110 | 3 243 |
| Finance income from discontinued operations | 667 | 975 | 306 |
| Loss on exchange items | 24 185 | 72 685 | 2 110 |
| Cost of interest on loans etc. | 8 593 | 40 034 | 24 661 |
| Cost of interest on lease liabilities | 913 | 1 243 | 626 |
| Other finance expense | - | 9 | - |
| Total finance expense continued operations | 33 691 | 113 971 | 27 397 |
| Finance expense from discontinued operations | 2 090 | 555 | 482 |
| Net financial items | (19 441) | (103 859) | (24 154) |
Note 19 Financial assets and financial liabilities
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
19.1 Financial assets principles
The Group's financial assets are trade receivables, cash and cash equivalents. The classification of financial assets at initial recognition depends on the financial asset's contractual cash flow characteristics and the Group's business model for managing them. The Group classified its financial assets as financial assets at amortized cost.
19.1.1 Financial assets at amortized cost
The Group measures financial assets at amortized cost if both of the following conditions are met:
- The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows and,
- The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding
Financial assets at amortized cost are subsequently measured using the effective interest (EIR) method and are subject to impairment. Gains and losses are recognized in profit or loss when the asset is derecognized, modified or impaired.
The Groups financial assets at amortized cost includes trade receivables and other short-term deposits. Trade receivables that do not contain a significant financing component are measured at the transaction price determined under IFRS 15 Revenue from contracts with customers.
19.1.2 Derecognition of financial assets
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognized (i.e., removed from the Group's consolidated statement of financial position) when:
- The rights to receive cash flows from the asset have expired, or
- The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a 'pass-through' arrangement; and either
- the Group has transferred substantially all the risks and rewards of the asset, or
- the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset
19.2 Financial assets in Hexagon Purus Group
Set out below, is an overview of financial assets, other than cash and short-term deposits, held by the Group as at 31 December 2021, 31 December 2020 and 31 December 2019:
Financial assets
| (NOK 1 000) | 2021 | 2020 | 2019 |
|---|---|---|---|
| Debt instruments at amortized cost: | |||
| Trade receivables | 220 286 | 26 657 | 125 015 |
| Other current financial assets | 36 712 | 9 302 | 3 170 |
| Non-current financial assets | 2 476 | 751 | 3 226 |
| Total | 259 474 | 36 710 | 131 411 |
| Total current | 256 998 | 35 959 | 128 185 |
| Total non-current | 2 476 | 751 | 3 226 |
19.2.1 Impairment of financial assets
For trade receivables and contract assets, the Group uses a simplified approach to calculating expected credit losses (ECL). Therefore, the Group does not track changes in credit risk, but instead recognizes a loss allowance based on ECLs over the life of the trade receivable and the contract asset on each reporting date. The Group has established a provision matrix that is based on its historical credit losses, adjusted for forward-looking factors specific to the debtors and the economic environment.
The Group considers a financial asset in default when contractual payments are 90 days past due. However, in certain cases, the Group may also consider a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows. Further information on any impairment of financial assets is provided in notes 15 and 20.1.
19.3 Financial liabilities
Financial liabilities are subsequently recognized at amortized cost, as loans and borrowings, payables.
19.3.1 Loans, borrowings and payables
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the EIR method. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the EIR amortization process.
Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the statement of profit or loss. Payables are measured at their nominal amount when the effect of discounting is not material.
Contingent Consideration in business combinations is recognized and measured to fair value, and changes in fair value included in the statement for profit and loss.
19.3.2 Derecognition of financial liabilities
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the statement of profit or loss.
19.4 Financial liabilities in Hexagon Purus Group
Set out below is an overview of financial liabilities held by the Group as at 31 December 2021, 31 December 2020 and 31 December 2019:
Financial liabilities
| (NOK 1 000) | 2021 | 2020 | 2019 |
|---|---|---|---|
| Financial liabilities at amortized cost | |||
| Trade and other payables | 191 409 | 83 988 | 139 207 |
| Non-current interest bearing loans and borrowings | 42 126 | - | 729 428 |
| Other non-current financial liabilities | 43 490 | - | - |
| Current interest bearing loans and borrowings | 13 635 | 161 016 | - |
| (NOK 1 000) | 2021 | 2020 | 2019 |
|---|---|---|---|
| Financial liabilities at fair value | |||
| Other non-current financial liabilities (Contigent liabilities) | 65 616 | - | - |
| Total | 356 276 | 245 004 | 868 635 |
| Total current | 205 044 | 245 004 | 139 207 |
| Total non-current | 151 232 | - | 729 428 |
19.5 Measurement of fair value
The following of the Group's financial instruments are not measured at fair value: Cash & cash equivalents, trade receivable, other current receivables and payables and bank overdrafts. These items are recognized at amorized cost. Non- current interest-bearing liabilities are recognized in accordance with amortized cost.
Carrying amount and fair value of financial assets and financial liabilities
| 2021 | 2020 | 2019 | ||||
|---|---|---|---|---|---|---|
| (NOK 1 000) | Book value |
Fair value |
Book value |
Fair value |
Book value |
Fair value |
| Financial assets | ||||||
| Other non-current assets | 2 476 | 2 476 | 751 | 751 | 3 226 | 3 226 |
| Trade receivables | 220 286 | 220 286 | 26 657 | 26 657 | 125 015 | 125 015 |
| Other current financial assets | 36 712 | 36 712 | 9 302 | 9 302 | 3 170 | 3 170 |
| Bank deposits, cash and cash equivalents | 453 398 | 453 398 | 1 246 351 | 1 246 351 | 65 093 | 65 093 |
| Financial liabilities | ||||||
| Internal loans | - | - | 161 016 | 161 016 | 729 428 | 729 428 |
| Loan from financial institutions | 55 761 | 55 761 | - | - | - | - |
| Other non-current liabilities | 109 106 | 109 106 | - | - | - | - |
| Trade and other payables | 191 403 | 191 403 | 83 988 | 83 988 | 139 207 | 139 207 |
The management assessed that the fair values of bank deposits, cash and cash equivalents, trade receivables, other non- current assets, trade payables, and other current liabilities approximate their carrying amounts largely due to the short- term maturities of these instruments.
Note 20 Financial risk management
The Group's principal financial liabilities, comprise intercompany loans and borrowings, and trade payables and other payables. The main purpose of these financial liabilities is to finance the Group's operation. The Group's principal financial assets include trade receivables, cash and cash equivalents that derive directly from its operations.
The Group is exposed to interest rate risk, liquidity risk, currency risk and credit risk. The Group's management regularly evaluates these risks and defines guidelines on appropriate financial risk governance framework for the Group. Procedures for risk management are adopted by the board and carried out by the chief financial officer in close cooperation with the subsidiaries.
The Group may use financial instruments under its strategy to hedge risks associated with interest rate and foreign currency fluctuations. The Group is not using any such instruments for the time being.
20.1 Credit risk
The Group is mainly exposed to credit risk associated with trade receivables and contract assets. The Group minimizes its exposure to credit risk by ensuring that all parties requiring credit (primarily trade receivables) are approved and undergo a credit check.
Trade receivables amounted to NOK 220 million (NOK 27 million). The subsidiary Hexagon Purus GmbH applies credit insurance to covers parts of the companies' receivables. Except for parts in Hexagon Purus GmbH, trade receivables do not have credit insurance. However, these are partly covered through Letter of Credits and prepayments from customers.
The Group has policies in place to ensure that sales of products are made to customers with an appropriate credit history and that outstanding amounts do not exceed the defined credit limits. Credit information is also used in the group's regular appraisal of new and existing customers.
The Group has not issued guarantees for third party obligations.
The carrying amount of the financial assets, in the balance sheet represents the maximum risk exposure. The Group considers its maximum risk exposure to be the carrying amount of its trade receivables, contract assets and other current assets.
An impairment analysis is performed at each reporting date using a provision matrix to measure expected credit losses. The provision rates are based on days past due for grouping of various customer segments with similar loss patterns (i.e. geographical region, product type, customer type and rating, coverage by letter of credit or prepayments or other forms of credit insurance). The calculation reflects the probability-weighted outcome and reasonable and supportable information that is available at the
reporting date about past events, current conditions and forecasts of future economic conditions. Generally, trade receivables are written-off if past due for more than one year and are not subject to enforcement activity.
Note 15 provides information about the credit risk exposure on the Group's trade receivables and contract assets using a provision matrix.
20.2 Interest rate risk
The Group is exposed to interest rate risk from its financing activities. The Group's interest-bearing liabilities – from financial institutions and previously internal from Hexagon Group - have variable interest rates, which means it is affected by changes in interest rates. The Group has substantial amounts in bank deposits at year-end. As the interest on deposits are low for the time being, the risk related to this part is considered limited.
In general, the aim of the Group's interest rate risk management is to control interest expenses, while also keeping the volatility of future interest payments within acceptable limits. The Group's strategy is for its finance departments to regularly evaluate the interest rate exposure of Hexagon Purus Group's assets and liabilities based on a total assessment of interest expectations and risk profile. The Group may use derivatives to adjust its effective interest rate exposure, but has considered this being unnecessary for the time being due to limited volume of external financing.
The majority of the loan positions were converted to equity in 2020, with a remaining loan balance due in 2021. The outgoing balance of interest-bearing positions are all related to the acquisition of Wystrach. The volume is still relatively low and interest sensitivity is thereby considered limited.
The average effective interest rate on financial liabilites was as follows
| 2021 | 2020 | 2019 | |
|---|---|---|---|
| Loan from related party | 5.2% | 5.3% | 4.7% |
| Loan from financial institutions | 1.56%–5.50% | - | - |
| Leases | 1.50%–4.88% | 1.50%–4.88% | 1.50%–4.88% |
The following table shows the group's sensitivity to potential changes in interest rates for loans from financial institutions (loan from related party excluded). The calculations take into account all interest-bearing instruments and associated interest rate derivatives (if any) as of 31 December.
| Change in interest rates in base points |
Effect on profit/loss before tax (NOK 1 000) |
Gains or losses on interest rate derivatives in comprehensive income before tax (NOK 1 000) |
|
|---|---|---|---|
| 2021 | +50 | (217) | - |
| (50) | 217 | - | |
| 2020 | +50 | - | - |
| (50) | - | - | |
| 2019 | +50 | - | - |
| (50) | - | - |
20.3 Liquidity risk
Liquidity risk is the risk of the group not being in a position to fulfil its financial liabilities when they fall due. The group's strategy for managing liquidity risk is to set a level of available liquidity to enable it to discharge its financial liabilities when they fall due, both under normal and unexpected circumstances, without risking unacceptable losses or damaging the group's reputation.
The majority of excess liquidity is invested in bank deposits.
Since the Group is in a process of investing heavily in a growing market and strategic expansion requires substantial funding, a major risk is related to the ability of providing funds for the growth as and when needed. This is a major area of focus for the Group management. For this purpose there has been a private placement after the balance sheet date. Further process for long term financing of the Group can be expected in the months and years to come.
31 December 2021 Remaining period
| (NOK 1 000) | Less than 1 month |
1–3 months |
3–12 months |
1–5 years | More than 5 years |
Total |
|---|---|---|---|---|---|---|
| Repayment of bank loans | 368 | 1 103 | 2 942 | 19 130 | 22 996 | 46 539 |
| Overdraft facility | - | - | 8 637 | - | - | 8 637 |
| Loan from related party | - | - | 585 | - | - | 585 |
| Interest on bank loans | 87 | 260 | 693 | 3 510 | 1 850 | 6 400 |
| Leases | 1 867 | 3 528 | 15 475 | 32 209 | - | 53 079 |
| Interest on leases | 90 | 170 | 616 | 737 | - | 1 613 |
| Other non-current financial liabilities | - | - | - | 109 106 | - | 109 106 |
| Trade payables | 134 647 | 55 140 | 1 623 | - | - | 191 409 |
| Total | 137 058 | 60 201 | 30 571 | 164 692 | 24 846 | 417 368 |
31 December 2020 Remaining period
| (NOK 1 000) | Less than 1 month |
1–3 months |
3–12 months |
1–5 years | 5 years | Total |
|---|---|---|---|---|---|---|
| Repayment of internal loan | - | - | 161 016 | - | - | 161 016 |
| Interest on loan | 806 | 2 418 | 2 418 | - | - | 5 642 |
| Leases | 598 | 1 793 | 4 782 | 23 866 | - | 31 039 |
| Interest on leases | 27 | 81 | 215 | 876 | - | 1 199 |
| Trade payables | 42 053 | 39 440 | 2 495 | - | - | 83 988 |
| Total | 43 484 | 43 732 | 170 926 | 24 742 | - | 282 884 |
31 December 2019 Remaining period
| (NOK 1 000) | Less than 1 month |
1–3 months |
3–12 months |
1–5 years | More than 5 years |
Total |
|---|---|---|---|---|---|---|
| Repayment of internal loan | - | - | - | 729 428 | - | 729 428 |
| Interest on loan | 562 | 1 685 | 4 493 | 193 298 | - | 200 038 |
| Leases | 1 168 | 3 503 | 9 342 | 46 625 | - | 60 638 |
| Interest on leases | 14 | 42 | 113 | 457 | - | 626 |
| Trade payables | 38 555 | 50 397 | 47 622 | 2 633 | - | 139 207 |
| Total | 40 298 | 55 628 | 61 569 | 972 442 | - | 1 129 937 |
20.4 Foreign exchange risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Group's exposure to the risk of changes in foreign exchange rates relates primarily to the Group's operating activities (when revenue or expense is denominated in a foreign currency).
As the Group has production and sales in different countries with different functional currencies, it is exposed to currency risk associated with movements of the Norwegian krone against other currencies, while the Group's presentation currency is NOK. The Group's profit after tax is also affected by currency movements, as the results of foreign companies are translated to the Norwegian currency using the weighted average exchange rate for the period.
Currency risk is calculated for each currency and takes into consideration assets and liabilities, off-balance sheet obligations and highly probable purchases and sales in the relevant currency.
The Group can use forward contracts to reduce its currency risk from cash flows denominated in foreign currencies. For the time being, the Group has no such contracts. When a derivative is entered into for the purpose of being a hedge, the Group negotiates the terms of the derivative to match the terms of the hedged exposure. For hedges of forecast transactions, the derivative covers the period of exposure from the point the cash flows of the transactions are forecasted up to the point of settlement of the resulting receivable or payable that is denominated in the foreign currency. The Group hedges its exposure to fluctuations on the translation into euros of its foreign operations by holding net borrowings in foreign currencies and by using foreign currency swaps and forwards.
| (NOK 1000) | Movement of NOK against USD |
Effect on profit/ loss before tax |
Effect on OCI pre tax |
|---|---|---|---|
| 2021 | +5% | (4 735) | - |
| (5%) | 4 735 | - | |
| 2020 | +5% | (4 368) | - |
| (5%) | 4 368 | - | |
| 2019 | +5% | (3 508) | - |
| (5%) | 3 508 | - |
| (NOK 1000) | Movement of NOK against EUR |
Effect on profit/ loss before tax |
Effect on OCI pre tax |
|---|---|---|---|
| 2021 | +5% | (8 490) | - |
| (5%) | 8 490 | - | |
| 2020 | +5% | (6 829) | - |
| (5%) | 6 829 | - | |
| 2019 | +5% (5%) |
(2 776) 2 776 |
- - |
The table explains the effect on the Group's profit/loss from +/- 5% change in EUR or USD for its financial instruments.
20.5 Capital structure and equity
The main goal of the Hexagon Purus Group's capital structure management is to ensure it maintains a level of equity which is reasonable in relation to the Group's operations and an acceptable credit rating. Hexagon Purus Group is a growth case where high investments in business development will be necessary to achieve future growth and profitability. Hence, the major financing element in the near future is expected to be equity. By achieving a relatively low debt to equity ratio, the Group will be able to support its operations and in doing so maximize the value of its shares. In addition, relatively high share of equity will balance the business risk in a sound way.
It is targeted that the Group's shareholders shall receive a competitive return on their shares, mainly through price increases in the Group's shares. The Group is not expecting to pay dividends based on financial performance in the nearest periods.
The Group manages and makes necessary changes to its capital structure by regularly assessing prevailing economic conditions and prospects of short and medium-term growth. Capital structure management is largely dealt with by means of new share issues. The Board of Directors is granted the power to increase the share capital by maximum NOK 8.35 million in face value. No other changes to guidelines or capital structure is planned at the time of authorization of this report.
Note 21 Short term provisions
21.1 Accounting principles
A provision is a liability of uncertain timing or amount. Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, and it is probable (more likely than not) that a financial settlement will take place as a result of this obligation and the size of the amount can be measured reliably. If the effect is significant, the provision is calculated by discounting estimated future cash flow using a discount rate before tax that reflects the market's pricing of the time value of money and, if relevant, risks specifically associated with the obligation.
A provision for guarantees is recognized when the underlying products or services are sold. The provision is based on historical information about guarantees and a weighting of possible outcomes according to the likelihood of their occurrence. A provision for onerous contracts is recognized when the Group's expected economic benefits under the contract are lower than the unavoidable costs of meeting the obligations under the contract.
21.2 Estimates related to product warranty provisions
Management estimates the warranty provision using information on historical warranty costs and other relevant information relevant to future warranty claims. Factors that can influence estimated liabilities include the results of productivity and quality initiatives, as well as prices of parts and labor costs.
The Group seeks to minimize the level of warranty or other claims from third parties through a diligent focus on quality. The Group also seeks to consistently recognize any potential impact of unanticipated events. Provisions are made for both general and, if required, specific warranty claims on Low-Pressure and High-Pressure cylinders or on delivered systems.
Such provisions are typically based on
- i) historical warranty costs levels for equivalent products and services,
- ii) our assessment of any ongoing third-party legal disputes or quality related matters in the ordinary course of business. In such cases, including products liability cases, the Group prepares estimates based on experience, professional judgment of legal counsel, and other assumptions it believes to be reasonable. The Group also recognizes an asset if insurance covers all or part of any recorded liability. As additional information becomes available, potential liability related to pending litigation is reassessed and related estimates are updated., and
- iii) a forward view based on the changing levels and complexity of our business activities within cylinder and systems business areas respectively.
The warranty period is mostly one year from delivery with exceptions for individual contract. The provision can thereby be expected to be related to activity and new contracts.
| (NOK 1 000) | 2021 | 2020 | 2019 |
|---|---|---|---|
| Balance 1 January | 17 162 | 13 392 | 9 227 |
| Translation differences | - | 525 | (21) |
| Additions from purchase of companies | 431 | - | - |
| Provisions for the year | 1 753 | 14 068 | 4 186 |
| Provisions used (and reversed) during the year | (4 693) | - | - |
| Provision held for sale | - | (10 823) | - |
| Warranty provision, other changes | (1 771) | - | - |
| Balance 31 December | 12 882 | 17 162 | 13 392 |
Note 22 Pensions
22.1 Accounting principles for pension plans 22.1.1 Defined benefit pension plans
Defined benefit plans are valued at the present value of accrued future pension benefits at the end of the reporting period. Pension plan assets are valued at their fair value.
The current service cost and net interest income/ costs are recognized immediately and is presented as a payroll & social security expense in the income statement. Net interest income/cost is calculated by using the discount rate of the liability at the beginning of the period on the net liability. Changes in net pension liabilities as a result of payments of premiums and pension payments have been taken into consideration. The difference between the actual return and the accounted return is recognized continuously through other comprehensive income. The pension cost is affecting the payroll & social security costs in the income statement. Actuarial gains and losses, including changes in value, both for assets and liabilities, are recognized through other comprehensive income. Actuarial gains and losses are not reclassified over profit and loss.
22.1.2 Defined contribution pension plans
Pension premiums relating to defined contribution plans are recognized as an expense as they are incurred.
22.2 Pension plans in Purus
The Norwegian companies in the group are legally obliged to have occupational pension arrangements under the Norwegian Mandatory Occupational Pension Act. The Norwegian pension arrangements satisfy the requirements of this act. This arrangement is a defined contribution plan.
Our subsidiaries in the USA offer defined contribution plans subject to USA statutory requirements. The defined contribution plans cover full-time employees and employer contributions range up to 6 per cent of defined compensation subject to employee contributions. For some of the plans, there can also be an additional payment at the end of the year in accordance with the terms of the defined contribution plan.
In Germany most employees are not covered by a pension plan. There is a historical defined benefit plan with a very limited participation. The obligation for the defined benefit pension plans is calculated on a straight-line basis. Unrealized gains and losses resulting from changes in actuarial assumptions are recognized in other comprehensive income. There are seven active and three retired in the pension plan. The pension liability is calculated by an actuary. The net pension liability is presented below. Based on the limited participation and liability, the plan is considered of low significance.
Summary of pension cost in the Group
| (NOK 1 000) | 2021 | 2020 | 2019 |
|---|---|---|---|
| Defined contribution pension plan | 3 100 | 2 669 | 1 870 |
| Defined benefit pension plan | 374 | 501 | |
| Total | 3 474 | 3 170 | 1 870 |
Pension related assets and liabilities
| (NOK 1 000) | 2021 | 2020 | 2019 |
|---|---|---|---|
| Pension liabilities | 1 892 | 2 635 | 2 076 |
Note 23 Share capital and share premium
23.1 Accounting principles share capital
23.1.1 Own shares
In the event of a purchase of own shares, the purchase price and any directly associated costs are recognized as a change in equity. Own shares are reported as a reduction in equity. Gains or losses related to own share transactions are recognized directly in equity.
23.1.2 Costs arising from equity transactions
Transaction costs directly related to an equity transaction are recognized directly in equity.
Changes in share capital and share premium
23.2 Share capital and shareholders
| 2021 | 2020 | 2019 | |
|---|---|---|---|
| Ordinary shares of NOK 0.10 (2021/2020) and NOK 1.00 (2019) each | 233 536 669 | 229 092 239 | 330 000 |
| Total number of shares | 233 536 669 | 229 092 239 | 330 000 |
The Company's share capital consists of one class of shares and is fully paid-up.
| Number of shares | Share capital (NOK 1 000) | Share premium (NOK 1 000) | |||||||
|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2019 | 2021 | 2020 | 2019 | 2021 | 2020 | 2019 | |
| Ordinary shares | |||||||||
| Issued and paid 1 January | 229 092 239 | 330 000 | 30 000 | 22 909 | 330 | 30 | 1 605 739 | 14 443 | - |
| Split of shares and debt conversion (new par value 0.10) | - | 201 289 712 | - | - | 19 832 | - | - | 1 320 168 | - |
| Issued new share capital | 4 444 430 | 27 472 527 | 300 000 | 444 | 2 747 | 300 | 143 628 | 747 253 | 14 443 |
| Transaction cost | - | - | - | - | - | - | - | (26 582) | - |
| Issued and paid, end of period | 233 536 669 | 229 092 239 | 330 000 | 23 354 | 22 909 | 330 | 1 749 367 | 2 055 282 | 14 443 |
| Transferred to share premium | - | - | - | - | - | - | (365 386) | (449 543) | - |
| Net total | - | - | - | - | - | - | 1 383 981 | 1 605 739 | 14 443 |
The company does not hold any treasury shares.
In an extraordinary shareholder's meeting 30 October 2020 the shares are split into 201 619 712 shares, and conversion of NOK 1 340 million of debt to equity, resulting in a share face value of NOK 0.10. In the same extraordinary shareholders meeting, the Board of Directors is granted the
power to increase the share capital by maximum NOK 8.35 million in face value.
On 9 December 2020 the Company issued 27 472 527 new shares in a private placement at the price of NOK 27.30 per share.
On 23 November 2021 related to the closing of the
Wystrach acquisition, the company issued 4 444 430 consideration shares to the previous shareholders of Wystrach GmbH.
After the balance sheet date, on 15 February 2022, the Company issued 24 742 268 new shares in a private placement at the price of NOK 24.25 per share.
20 Largest shareholders as of 31 December 2021
| Number of shares |
Shareholding | |
|---|---|---|
| Hexagon Composites ASA | 171 166 135 | 73.3% |
| Clearstream Banking S.A. | 14 326 271 | 6.1% |
| Mitsui & Co LTD | 5 204 029 | 2.2% |
| Deutsche Bank Aktiengesellschaft | 4 699 768 | 2.0% |
| Flakk Composites AS | 3 027 799 | 1.3% |
| J.P. Morgan Bank Luxembourg S.A. | 2 713 589 | 1.2% |
| State Street Bank and Trust Comp | 2 273 831 | 1.0% |
| MP Pensjon PK | 2 112 605 | 0.9% |
| Citibank Europe PLC | 2 068 865 | 0.9% |
| Nordnet Bank AB | 1 678 511 | 0.7% |
| Brødr. Bøckmann AS | 1 323 120 | 0.6% |
| UBS AG London Branch | 1 111 646 | 0.5% |
| Verdipapirfondet Storebrand Norge | 1 024 173 | 0.4% |
| The Bank of New York Mellon | 852 963 | 0.4% |
| Nødingen AS | 787 288 | 0.3% |
| Skandinaviska Enskilda Banken AB | 763 723 | 0.3% |
| KTF Finans AS | 756 950 | 0.3% |
| Morgan Stanley & Co. International | 660 675 | 0.3% |
| J.P. Morgan Securities PLC | 567 945 | 0.2% |
| Saxo Bank A/S | 506 508 | 0.2% |
| Total 20 largest shareholders | 217 626 394 | 93.1% |
| Remainder | 15 910 275 | 6.9% |
| Total | 233 536 669 | 100.0% |
Note 24 Share-based payment
24.1 Accounting principles and estimates
The Group has a share-based program for the senior and key executives. The share-based program for the senior and key executives is settled in shares. The fair value of the issued instruments is expensed over the vesting period which is over the agreed-upon future service period and, where applicable, the performance conditions are fulfilled. The fair value of the performance share units (PSUs) and restricted share units (RSUs) is measured at grant date and calculated using the Black & Scholes model or alternative generally accepted models where relevant.
The cost of the employee share-based transaction is expensed over the average vesting period. The value of the issued PSUs and RSUs of the transactions that are settled with equity instruments (settled with the company's own shares) is recognized as salary and personnel cost in profit and loss with a corresponding increase in other paid-in capital. Social security tax is recorded as a liability and is recognized over the estimated vesting period.
Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group's best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other conditions attached to an award, but without an associated service
requirement, are considered to be non- vesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award unless there are also service and/or performance conditions.
When the terms of an equity-settled award are modified, the minimum expense recognized is the grant date fair value of the unmodified award, provided the original vesting terms of the award are met. An additional expense, measured as at the date of modification, is recognized for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee. Where an award is cancelled by the entity or by the counterparty, any remaining element of the fair value of the award is expensed immediately through profit or loss.
Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. For the measurement of the fair value of the Group's share program, RSUs and PSUs at the grant date, the Group uses the Black & Scholes model or alternative generally accepted models where relevant.
24.2 Programs
The Company has two share-based long-term incentive plans. The first plan is a management investment program with Performance Share Units ("PSUs") matching. This plan is limited to four members of the executive management team. Each eligible employee will in 2024 be entitled to up to three new shares in the Company per share invested, at no consideration, provided he or she is still employed in the Company at such date. The entitlement depends on fulfilment of three criteria, one per matching share. One criterion is tied to increase in share price, one is tied to Company performance criteria, and one is tied to continued employment.
On 14 December 2020, the Company announced that key members of Hexagon Purus' executive management team exercised their right to purchase the maximum number of shares allowable in the management investment program, equal to a total number of 210 621 shares. As part of this management investment program, the Company awarded up to 421 242 related PSUs and 210 621 Restricted Stock Units ("RSUs") to the executives. The instruments are non-transferable and will vest in 2024 when the Board of Directors approve the annual accounts for 2023, subject to satisfaction of the applicable vesting conditions. Each vested instrument will give the holder the right to receive one share in the Company.
The second share-based long term incentive plan is an employee RSU program, where 561 000 RSUs are currently issued to key personnel and management employees of the Group. Subject to satisfaction of the applicable vesting conditions, each RSU entitles eligible employees to receive such number of Hexagon Purus shares as corresponds to the number of RSUs vested at the date on which the Company's Board of Directors approves the Company's annual accounts for the financial year of 2023.
The fair value of the RSUs and PSUs are calculated on the grant date, using the Black-Scholes model and Monte Carlo simulation, and the cost is recognized over the service period. Cost of the RSU and PSU schemes, including social security, was NOK 8.5 million year-to-date 31 December 2021. The unamortized fair value of all outstanding RSUs and PSUs as of 31 December 2021 is estimated to be NOK 18.8 million.
There are no cash settlement obligations. All outstanding instruments are granted at the same date in 2020. As these programs do not have a precedent in the Group, the Group does not have a past practice of cash settlement for outstanding instruments.
There were no share-based payments in the Group in 2019. Management personnel did participate in management incentive programs in Hexagon Group before 2020.
| RSU key | PSU executive | RSU executive | |
|---|---|---|---|
| Instruments 2021 | personnel | management | management |
| Opening balance 2021, number of instruments | 485 000 | 421 242 | 210 621 |
| Grants | 91 000 | - | - |
| Lapsed/cancelled | (15 000) | - | - |
| Closing balance 31.12.2020, number of instruments | 561 000 | 421 242 | 210 621 |
| Quantity 31 December 2021 (shares) | 561 000 | 421 242 | 210 621 |
| Contractual life1 | 2.50 | 2.50 | 2.50 |
| Strike price1 | - | - | - |
| Share price1 | 27.30 | 27.30 | 27.30 |
| Expected lifetime1 | 3.54 | 3.54 | 3.54 |
| Volatility1 | 30.00% | 30.32% | 30.00% |
| Interest rate1 | 0.390% | 0.390% | 0.390% |
| Dividend1 | - | - | - |
| FV per instrument1 | 27.30 | 20.83 | 27.30 |
1 Weighted average parameters at grant of instrument.
| Instruments 2020 | RSU key personnel |
PSU executive management |
RSU executive management |
|---|---|---|---|
| Opening balance 2020, number of instruments | - | - | - |
| Grants | 485 000 | 421 242 | 210 621 |
| Closing balance 31.12.2020, number of instruments | 485 000 | 421 242 | 210 621 |
| Quantity 31.12.2020 (shares) | 485 000 | 421 242 | 210 621 |
| Contractual life1 | 3.54 | 3.54 | 3.54 |
| Strike price1 | 0.00 | 0.00 | 0.00 |
| Share price1 | 27.30 | 27.30 | 27.30 |
| Expected lifetime1 | 3.54 | 3.54 | 3.54 |
| Volatility1 | 30.00% | 39.65% | 30.00% |
| Interest rate1 | 0.390% | 0.390% | 0.390% |
| Dividend1 | 0.00 | 0.00 | 0.00 |
| FV per instrument1 | 27.30 | 20.83 | 27.30 |
1 Weighted average parameters at grant of instrument.
Note 25 Earnings per share
Earnings per share is calculated by dividing profit for the year by the weighted average number of shares outstanding.
To calculate diluted earnings per share, the profit and weighted average number of shares outstanding is adjusted to accommodate all dilution effects associated with share options. All share options are taken into consideration in the "denominator", and adjustments are made for recognized option expenses in the numerator. In the calculations, share options are considered to have been converted at the grant date. Redeemed options are included from the date of issue.
| (NOK 1 000) | Note | 2021 | 2020 | 2019 |
|---|---|---|---|---|
| Profit/loss from continuing operations for the year flowing to holders of ordinary shares | ||||
| Profit/loss for the year | (345 152) | (308 026) | (167 895) | |
| Weighted average number of shares outstanding 31 December | ||||
| Ordinary shares issued 1 January | 23 | 229 092 239 | 330 000 | 30 000 |
| Own shares | - | - | - | |
| Issued new shares | 4 444 430 | 228 762 239 | 300 000 | |
| Outstanding number of shares 31 December | 233 536 669 | 229 092 239 | 330 000 | |
| Weighted average number of shares outstanding 31 December1 | 233 536 669 | 229 092 239 | 330 000 | |
| Profit/loss per share (continuing operation) | (1.49) | (1.34) | (508.77) | |
| Diluted number of shares outstanding 31 December | ||||
| Ordinary shares issued 1 January | 23 | 229 092 239 | 330 000 | 30 000 |
| Own shares | - | - | - | |
| Issued new shares | 4 444 430 | 228 762 239 | 300 000 | |
| Effect of employee options issued | - | - | - | |
| Outstanding shares 31 December adjusted for dilution effects | 233 536 669 | 229 092 239 | 330 000 | |
| Weighted average number of shares outstanding 31 December adjusted for dilution effects | 233 536 669 | 229 092 239 | 330 000 | |
| Diluted profit/loss per share (continuing operation) | (1.49) | (1.34) | (508.77) |
1 Weighted average number of shares 31 December 2020 represented by closing balance 31 December 2020.
There are 1 192 863 instruments (including contingently issuable shares), consisting of 771 621 RSUs and 421 242 PSUs, that could potentially dilute basic earnings per share in the future. These are not included in the calculation of diluted earnings per share because they are antidilutive for the periods presented.
Note 26 Interest-bearing liabilities
| (NOK 1 000) | 2021 | 2020 | 2019 |
|---|---|---|---|
| Opening balance (loan from related party) | 161 016 | 729 428 | 586 010 |
| Proceeds from new loan with related party | - | 771 588 | 143 418 |
| Debt conversion | - | (1 340 000) | - |
| Settlement of loan with related party without cash effect |
(142 615) | - | - |
| Repayment of loans | (21 755) | - | - |
| Additions of loans from acquired companies | 48 458 | - | - |
| Proceeds from new loans | 10 657 | - | - |
| Closing balance 31 December | 55 761 | 161 016 | 729 428 |
Hexagon Purus has been funded by Hexagon Composites up until December 2020. Movements in loan from Hexagon Composites is due to funding of operations, including investments in tangible and intangible assets, in addition to effects from changes in currency exchange rates. Funding related to operations have been made interest bearing either at time of transfer of cash or by being added to loan principal by end of each quarter. Terms of the interest-bearing positions have been at fair value floating quarterly.
At end of quarter three 2020, net debt positions in Hexagon Purus against Hexagon Composites were converted to interest bearing debt. On 30 October 2020, the net debt position was converted to equity. The residual of NOK 161 million was settled against a share purchase agreement where Hexagon Composites acquired the CNG LDV entities from Hexagon Composites Germany GmbH. The remaining residual intercompany debt after the completion of this share purchase agreement, was settled in cash as soon as the demerger process was completed.
Carrying amount
| (NOK 1 000) | Interest rate conditions | Currency | Maturity | 2021 | 2020 | 2019 | ||
|---|---|---|---|---|---|---|---|---|
| Unsecured loan from related party | NIBOR 3 months + margin | NOK | 2021 | - | - | 729 428 | ||
| Total unsecured non-current liabilities | - | - | 729 428 | |||||
| Secured loans | ||||||||
| Volksbank an der Niers eG | EURIBOR 3 mnths + margin | EUR | 30/09/2036 | 7 169 | - | - | ||
| Deutsche Bank AG | EURIBOR 3 mnths + margin | EUR | 30/03/2037 | 14 154 | - | - | ||
| Deutsche Bank AG | EURIBOR 3 mnths + margin | EUR | 30/06/2033 | 16 403 | - | - | ||
| Deutsche Bank AG | EURIBOR 3 mnths + margin | EUR | 30/11/2025 | 4 401 | - | - | ||
| Total non-current liabilities, not including 1st year's instalments | 42 126 | - | 729 428 | |||||
| As of 31 December 2021 | ||||||||
| (NOK 1 000) | 2022 | 2023 | 2024 | 2025 | 2026 | Thereafter | ||
| Repayments structure for non-current liabilities (1st year as current) | 4 413 | 4 400 | 4 450 | 4 380 | 2 950 | 25 946 |
Reconciliation for liabilities arising from financing activities
| Financial | Lease | ||
|---|---|---|---|
| (NOK 1 000) | liabilities | liabilities | Total |
| Liabilities 1 January 2019 | 586 010 | 56 241 | 642 251 |
| Financing activities with cash settlement | |||
| Proceeds from borrowings | 140 325 | 140 325 | |
| Repayment of lease liabilities | (10 335) | (10 335) | |
| Financing activities with cash settlement | |||
| New lease liabilities | 14 340 | 14 340 | |
| Exchange differences | 3 093 | (234) | 2 859 |
| Other transactions without cash settlement | 626 | 626 | |
| Balance 31 December 2019 | 729 428 | 60 638 | 790 066 |
| Liabilities 1 January 2020 | 729 428 | 60 638 | 790 066 |
| Financing activitites with cash settlement | |||
| Proceeds from borrowings | 771 588 | 771 588 | |
| Repayment of lease liabilities | (19 931) | (19 931) | |
| Financing activities without cash settlement | |||
| Conversion of debt to equity | (1 340 000) | (1 340 000) | |
| New lease liabilities | 18 547 | 18 547 | |
| Exchange differences | 2 176 | 2 176 | |
| Other transactions without cash settlement | 4 256 | 1 243 | 5 499 |
| Liabilities held for sale | (4 256) | (31 634) | (35 890) |
| Balance 31 December 2020 | 161 016 | 31 039 | 192 055 |
| Liabilities 1 January 2021 | 161 016 | 31 039 | 192 055 |
| (NOK 1 000) | Financial liabilities |
Lease liabilities |
Total |
|---|---|---|---|
| Financing activities with cash settlement | |||
| Repayment of loans and liabilities | (21 755) | - | (21 755) |
| Repayment of lease liabilities | - | (18 519) | (18 519) |
| Proceeds from loans and liabilities | 10 657 | - | 10 657 |
| Financing activities without cash settlement | |||
| Additions from purchase of companies | 48 458 | 7 899 | 56 357 |
| Deferred payment and contingent liabilities | 109 106 | - | 109 106 |
| Transfer of CNG / LDV segment | (142 615) | (142 615) | |
| New lease liabilities | 32 345 | 32 345 | |
| Exchange differences | - | (598) | (598) |
| Other transactions without cash settlement | - | 913 | 913 |
| Balance 31 December 2021 | 164 867 | 53 079 | 217 946 |
Note 27 Short-term interest-bearing loans
| (NOK 1 000) | 2021 | 2020 | 2019 |
|---|---|---|---|
| Unsecured loan from related party | - | - | - |
| Short term loan | 585 | 161 016 | - |
| Secured current interest-bearing liabilities | - | - | - |
| Overdraft facility | 8 637 | - | - |
| 1st year's instalments, non-current interest-bearing liabilities | 4 413 | - | - |
| Total | 13 635 | 161 016 | - |
| 1st year's instalments, lease liabilities | 21 285 | 9 244 | 12 810 |
The loan from Hexagon Composites ASA was settled in relation to the sales of the discontinued operation, CNG LDV, in October 2021.
The Group has overdraft facilities in three different banks in total EUR 2.3 million at disposal for the subsidiary Wystrach GmbH. The term for the overdraft facility is EURIBOR 3 mnths + margin.
Note 28 Other current liabilities
| (NOK 1 000) | 2021 | 2020 | 2019 |
|---|---|---|---|
| Public duties payable | 5 910 | 3 730 | 7 761 |
| Accrued expenses and other current liabilities | 49 271 | 39 574 | 68 683 |
| Other current liabilities | 17 566 | 6 208 | 3 629 |
| Total | 72 747 | 49 512 | 80 073 |
Note 29 Related parties disclosure
The Group's related parties consist of joint ventures, main shareholders, members of the Board and management. Transactions with joint ventures (if any) are disclosed in another note.
Hexagon Group and Hexagon Purus Group historically have had a close relationship as Hexagon Purus Group is at the time of these prepared financials statements as of 31 December 2021 owned 73 per cent of Hexagon Composites ASA. The cooperation includes sharing of manufacturing resources, contract manufacturing and exchange of capacity within all areas of business, process, product and system development. In addition, there has been a tradition to share management and administrative resources for the benefit of all parties having more and better solutions then otherwise would have been possible. All the transactions are carried out as part of normal business and at arm's length prices and terms. Increasing independence for Hexagon Purus Group going forward, will enforce the focus on these principles.
Hexagon Purus GmbH have transferred the CNG LDV operations to Hexagon Group's Agility segment with financial effect 1 October 2021. See note 5.2 for further information about the transaction.
The following table provides the total amount of transactions that have been entered into with related parties during the year, as well as balances with related parties as at 31 December 2021, 31 December 2020 and 31 December 2019.
There are no sales to, purchases from, loans to, receivables or liability/payables to associated companies/joint venture of the Group, except from the investment in associated company.There are no sales to, purchases from, loans to, receivables or liability/payables to main shareholders and members of the Board.
There are no sales to, purchases from, loans to, receivables or liability/payables to key management personnel of the Group, except for any short-term postings related to salary payout and remuneration of out-of-the pocket expenses.
The income statement includes the following amounts resulting from transactions with related parties (Hexagon sister companies and parent)
| (NOK 1 000) | 2021 | 2020 | 2019 |
|---|---|---|---|
| Sales revenue | 10 538 | 56 923 | 86 084 |
| Cost of materials | 181 159 | 34 454 | 18 843 |
| Other operating expenses | 37 577 | 70 331 | 42 646 |
| Interest paid to group companies/financial expenses from related parties | 7 617 | 40 383 | 31 219 |
The balance sheet includes the following amounts resulting from transactions with related parties (Hexagon sister companies and parent)
| (NOK 1 000) | 2021 | 2020 | 2019 |
|---|---|---|---|
| Trade receivables Trade payables |
46 631 50 150 |
22 166 24 801 |
22 390 55 083 |
| Amounts owed by related parties | 50 531 | 123 | - |
| Amounts owed to related parties | 1 337 | 165 648 | - |
| Remuneration of the board and management | ||||||
|---|---|---|---|---|---|---|
| -NOK 1 000 | Salaries and fees |
Bonuses paid1 |
Benefits in kind |
Paid pension premium |
Value of vested instruments2 |
Total remuneration 2021 |
| Executive management | ||||||
| Morten Holum, President & CEO | 3 090 | 1 722 | 10 | 180 | - | 5 002 |
| Dilip Warrier, Chief Financial Officer | 2 510 | 610 | 178 | 168 | - | 3 466 |
| Michael Kleschinski, EVP Light Duty, Distribution & Cylinders | 2 401 | 1 138 | 64 | - | 1 060 | 4 663 |
| Todd Sloan, EVP Systems | 1 971 | 1 004 | 49 | 187 | - | 3 210 |
| Frank Haeberli, SVP Asia | 1 538 | 779 | 10 | 180 | 988 | 3 494 |
| Jon Erik Engeset, Chairman | 660 | - | - | - | - | 660 |
| Martha Kold Bakkevig | 340 | - | - | - | - | 340 |
| Espen Gundersen | 360 | - | - | - | - | 360 |
| Karen Romer | 340 | - | - | - | - | 340 |
| Jannicke Hilland | 300 | - | - | - | - | 300 |
| Rick Rashilla | 203 | - | - | - | - | 203 |
| Knut Flakk | 200 | - | - | - | - | 200 |
| Total remuneration | 13 913 | 5 252 | 311 | 715 | 2 047 | 22 239 |
1 Bonuses paid in the year, related to the year 2020. The Board of Directors was employed from 14 December 2020. 2 Value of vested instruments relates to vesting share-based payments in Hexagon Composites ASA which was granted prior to separating Purus Group from Hexagon Group
The Chairman of the Board has no agreement relating to termination benefits. In his employment agreement, the Group President has a period of notice of 6 months. He has an agreement for up to 12 months' severance pay. The management of the Group have a target-based bonus agreement.
Group management participates in the Company's general pension arrangements, which are described in note 22 Pensions. The Group President participate in the Group's defined contribution plan.
Group management participate in the Company's share-based incentive scheme, which are described in note 24, sShare-based Payment. As of 31 December 2021 the Group President holds 74 (74) thousand shares, has 147 (147) thousand provisional performance share units (PSUs) outstanding, and 73 (73) thousand restricted share units (RSUs) outstanding. In addition, the Group President holds 34 (34) thousand provisional performance share units in Hexagon Composites ASA. The Group CFO holds 60 (60) thousand restricted share units (RSUs) as per 31 December 2021. In addition, the Group CFO holds 17 (17) thousand provisional performance share units in Hexagon Composites ASA.
No loans have been made, or security provided for loans, to any member of Group management, the Board or other elected standing committees or any of their related parties.
Shares owned by board members or related parties
| 2021 | 2020 | 2019 | |
|---|---|---|---|
| Jon Erik Engeset (Chairman)1 | 39 899 | 39 899 | - |
| Karen Romer (Board member) | 272 | 272 | - |
| Rick Rashilla (Board member) | 33 968 | 10 458 | - |
| Knut Flakk (Board member)2 | 4 698 587 | 4 598 587 | - |
1 Of the shares owned by Jon Erik Engeset 9 705 are privately owned, 30 194 are owned by a company controlled by Engeset 2 Of the shares owned by Knut Trygve Flakk 19 869 are privately owned, 4 678 718 are owned by a companies controlled by Flakk
Shares held by key management personnel
| 2021 | 2020 | 2019 | |
|---|---|---|---|
| Morten Holum | 74 471 | 74 471 | - |
Expensed auditor fees were divided among the following services (excl. VAT)
| (NOK 1 000) | 2021 | 2020 | 2019 |
|---|---|---|---|
| Statutory audit and auditing-related services | 2 408 | 1 983 | 872 |
| Other attestation services | 132 | - | - |
| Tax advice | 738 | - | 354 |
| Other non-auditing services | 172 | 512 | 40 |
| Total | 3 450 | 2 495 | 1 266 |
Note 30 Income tax
30.1 Accounting principles for income taxes
The tax expense consists of the tax payable and changes to deferred tax. Deferred tax/tax assets are calculated on all differences between the book value and tax value of assets and liabilities, with the exception of
- temporary differences linked to goodwill that are not tax deductible
- temporary differences related to investments in subsidiaries, associates or joint ventures when the Group controls when the temporary differences are to be reversed and this is not expected to take place in the foreseeable future.
Deferred tax assets are recognized when it is probable that the Group will have a sufficient profit for tax purposes in subsequent periods to utilize the tax asset. The Group recognize previously unrecognized deferred tax assets to the extent it has become probable that the Group can utilize the deferred tax asset. Similarly, the Group will reduce a deferred tax asset to the extent that the Group no longer regards it as probable that it can utilize the deferred tax asset.
Deferred tax and deferred tax assets are measured on the basis of the expected future tax rates applicable to the companies in the Group where temporary differences have arisen. Deferred tax assets and liabilities are recognized at nominal value and are classified as non-current assets and non-current liabilities in the balance sheet. Deferred tax is presented as a gross amount for the geographical countries in which the Group operates.
Deferred tax is recognized directly in other comprehensive income if the tax items relate to items recognized in other comprehensive income. Deferred tax is recognized directly in equity if the tax items relate to items recognized directly in equity.
30.2 Tax expense
| (NOK 1 000) | 2021 | 2020 | 2019 |
|---|---|---|---|
| Income tax payable in the income statement | 1 976 | - | - |
| Change in deferred tax in income statement | (4 097) | 34 654 | (25 777) |
| Tax expense | (2 120) | 34 654 | (25 777) |
| Income tax payable in the balance sheet | 8 178 | - | 20 |
| Prepaid tax abroad in the balance sheet | 836 | - | - |
| Tax payable from acquired companies at acquisition date | (7 603) | - | - |
| FX translation effects | 566 | - | - |
| Total income tax payable in the income statement | 1 976 | - | 20 |
| Nominal tax rates in Norway | 22% | 22% | 22% |
| Profit before tax | (347 273) | (273 373) | (193 672) |
| Tax based on nominal tax rate in Norway | (76 400) | (60 142) | (42 608) |
| Varying foreign tax rates vs. Norwegian tax rate | (11 357) | - | - |
| Other non-taxable income and non-taxable expenses | 9 808 | - | - |
| Not capitalized due to uncertainty | 78 403 | 60142 | - |
| Other differences relating to foreign subsidiaries | 719 | 698 | 16 666 |
| Reversal of capitalized tax asset | - | 33541 | - |
| Share of profit/loss from associates | 651 | 415 | 165 |
| Tax expense from prior periods | (3 944) | - | - |
| Tax expense in income statement from continuing operations | (2 120) | 34 654 | (25 777) |
| Tax related to discontinued operations | 138 | (1464) | (1 764) |
| Tax expense from continuing and discontinued operations | (1 982) | 33 190 | (27 541) |
Deferred tax assets and deferred tax liabilities
| Balance sheet | Change in deferred tax in income statement | |||||
|---|---|---|---|---|---|---|
| (NOK 1 000) | 2021 | 2020 | 2019 | 2021 | 2020 | 2019 |
| Deferred tax asset | ||||||
| Loss carried forward | (143 049) | (91 470) | (45 938) | (51 579) | (45 531) | (13 773) |
| Property, plant & equipment | - | (4 232) | - | 4 232 | (4 232) | (1 059) |
| Intangible assets | - | (3 717) | (3 789) | 3 717 | 72 | (3 789) |
| Inventories | (515) | (157) | - | (358) | (157) | - |
| Trade receivables | - | - | (1 796) | - | 1 796 | (1 796) |
| Provisions for liabilities/other current liabilities | (3 282) | (5 526) | (2 918) | 2 244 | (2 608) | (2 225) |
| Other | (3 963) | (3 624) | (2 952) | (339) | (671) | (593) |
| Deferred tax asset– gross | (150 809) | (108 726) | (57 393) | (42 083) | 51 331 | (23 236) |
| Reduction of tax assets due to uncertainty | 148 620 | 91 776 | 14 905 | 56 844 | 76 871 | - |
| Deferred tax assets - net carrying amount | (2 189) | (16 950) | (42 488) | 14 761 | 25 541 | (23 236) |
| Deferred tax liabilities | ||||||
| Property, plant & equipment | 1 906 | 5 449 | 2 656 | (3 543) | 2 793 | 1 982 |
| Intangible assets | 50 485 | 11 228 | 17 875 | 39 257 | (1 598) | (6 871) |
| Trade receivables | 739 | 638 | 656 | 101 | (19) | 656 |
| Pensions (overfunded) | 18 | 661 | - | (643) | 661 | - |
| Provisions for liabilities/other current liabilities | 1 272 | 9 996 | 2 414 | (8 724) | 7 276 | 1 691 |
| Deferred tax liabilities – gross | 54 419 | 27 972 | 23 601 | 26 447 | 9 113 | (2 541) |
| Net recognized deferred tax liabilities/assets (-) | 52 230 | 11 022 | (18 887) | 41 208 | 34 654 | (25 777) |
| Change in deferred tax from purchase of companies / OCI | - | - | - | 45 306 | - | |
| Net change in deferred tax in income statement | - | - | - | (4 097) | 34 654 | (25 777) |
| Carrying amounts | ||||||
| Deferred tax asset | - | - | (41 213) | - | - | - |
| Deferred tax liabilities | 52 230 | 11 024 | 22 325 | - | - | - |
| Net recognized deferred tax assets/ deferred tax liabilities | 52 230 | 11 024 | (18 888) | - | - | - |
The Group has a total loss carry forward of MNOK 737 (MNOK 477) as of December 31 2021, of which MNOK 376 (MNOK 274) are related to foreign activities. The loss carry forward are indefinitely.
Deferred tax assets are recognized when it is probable that the Group will have sufficient taxable profit in subsequent periods to utilize the tax assets.
Deferred tax recognized in the statement of comprehensive income are as follows
| (NOK 1 000) | 2021 | 2020 | 2019 |
|---|---|---|---|
| Actuarial gains/losses, pensions | - | - | - |
| Derivatives | - | - | - |
| Total | - | - | - |
Note 31 Government grants
Accounting principles for government grants
Government grants, including the Norwegian Skattefunn, are recognized when there is reasonable assurance that the Group will comply with the conditions attaching to them, and that the grants will be received.
Grants related to income are presented as reductions of the expenses they are intended to compensate.
Investment grants are capitalized and recognized systematically over the asset's useful life. Investment grants are recognized as deferred income. The Group currently has grants with the United States Department of Energy which is recognized as grant income.
| (NOK 1 000) | 2021 | 2020 | 2019 |
|---|---|---|---|
| Governmental grants related to income | |||
| Governmental grants booked as deferred revenue | - | 354 | - |
| Governmental grants reducing booked value of asset | 76 | 442 | - |
| Total governmental grants related to income | 76 | 796 | - |
| Governmental grants related to income | - | - | - |
| Governmental grants presented as income | 303 | 164 | - |
| Governmental grants reducing R&D personnel cost | 768 | - | - |
| Governmental grants reducing R&D other costs | 872 | - | - |
| Total governmental grants related to income | 1 943 | 164 | - |
| Grant total governmental grants received | 2 019 | 960 | - |
Note 32 Purchasing commitments
The Group has the following commitments resulting from purchasing materials
| (NOK 1 000) | 2021 | 2020 | 2019 |
|---|---|---|---|
| First year | - | - | 16 052 |
| Second year | - | - | - |
| Thereafter | - | - | - |
| Total | - | - | 16 052 |
The Group has the following commitments resulting from facility construction
| (NOK 1 000) | 2021 | 2020 | 2019 |
|---|---|---|---|
| First year | 127 064 | - | 16 052 |
| Second year | - | - | - |
| Thereafter | - | - | - |
| Total | 127 064 | - | - |
The Group has the following commitments resulting from leases
| (NOK 1 000) | 2021 | 2020 | 2019 |
|---|---|---|---|
| First year | 117 652 | - | 16 052 |
| Second year | 14 667 | - | - |
| Thereafter | 22 000 | - | - |
| Total | 154 319 | - | - |
Note 33 Covid-19 considerations
22 confirmed cases of COVID-19 infection were reported among Hexagon Purus personnel in 2021, all of whom have recovered or are recovering. All production facilities have remained open and only marginally affected during the period.
Hexagon Purus is closely monitoring the COVID-19 situation and has prepared contingency plans at each site. The Company is not able to accurately predict the final outcome from COVID-19 related effects but will remain vigilant and committed to employing further counter measures to mitigate such effects, if required. Hexagon Purus has been impacted by longer lead times related to certain components, including battery cells. This has had some impact on revenues in 2021 but we do not see this as a recurring issue in the medium and long term.
At the date of approval of this report, there are not other effects identified from COVID -19.
Note 34 Climate risk assessment
Climate change is among the most important megatrends affecting business across all sectors today. The urgent need for a transition to a resource-efficient, low-carbon economy opens new business opportunities for Hexagon Purus, as a solutions provider in this space. We strive to maximize the positive climate impact of Hexagon Purus technologies by enabling the avoidance of greenhouse gas emissions from both material production and waste management in the application of those technologies.
Climate change also represents some level of physical risk to Hexagon Purus in terms of severe climate events that could damage business facilities or disrupt supply chains. The general level of risk and potential impact from physical climate change for Hexagon is, however, considered relatively low – the Group does not have facilities on low-lying shorelines or floodplains or has a history of forest fires around its facilities.
The most critical factors in Hexagon's own greenhouse gas emissions are the production processes which, throughout the value chain, must be reduced to further strengthen Hexagon's business model. In addition, the transition to a low-carbon economy will entail extensive policy, legal, technology, and market changes, with a potential to have significant impact on Hexagon's revenues. More information on climate and environmental risks and how these are managed can be found in the ESG Report for Hexagon Composites.
Note 35 Events after the balance sheet date
- Signed a long-term binding letter of intent with Hino Motors Manufacturing U.S. to provide battery packs for multiple Hino truck platforms with serial production planned from 2024. The total sales value over the life of the agreement is estimated at USD 1 billion
- Nominated by a leading and long-standing commercial truck OEM to provide battery packs for serial production of battery electric heavy-duty vehicles between 2024 and 2027, with an option to extend until 2029. The total sales value for the initial period from 2024-2027 is estimated at approximately USD 800 million, increasing to approximately USD 1.2 billion if the extension option is exercised.
- Received orders worth EUR 7.2 million approximately for hydrogen distribution systems from various customers
- Received inaugural orders for hydrogen cylinders from Reliance Industries Limited in India
- Selected to work together with BMW, Robert Bosch and TesTneT Engineering to develop an innovative hydrogen storage system solution for future fuel cell passenger cars
- Signed a 10-year lease for a new 60 000 square foot facility in Westminster, USA for cylinder manufacturing and engineering, expected to be ready for move in during the summer of 2022
- On 15 February 2022, the Company issued 24 742 268 new shares in a private placement at a price of NOK 24.25 per share
- Receives inaugural order for high-pressure hydrogen fuel systems from a Polish bus OEM.
- The Russian invasion of Ukraine and its outfall and consequences are at the time of preparing the financial statement difficult to assess and predict. However, given the Group's relatively limited investments and market activities in Russia and Ukraine and their surrounding areas, the management does not assess this event to have a significant effect on the reported figures as of December 31 2021.
There have not been any other significant events after the balance sheet date that have not been previously disclosed in this report.
Note 36 Exchange rates
| Exchange rate 1 Jan 2021 |
Average exchange rate 2021 |
Exchange rate 31 Dec 2021 |
|
|---|---|---|---|
| USD | 8.5326 | 8.5991 | 8.8194 |
| CAD | 6.6976 | 6.8567 | 6.9400 |
| EUR | 10.4703 | 10.1648 | 9.9888 |
Income statement – Parent Company
HEXAGON PURUS ASA
| (NOK 1 000) | Note | 2021 | 2020 | 2019 |
|---|---|---|---|---|
| Internal transactions | 88 773 | - | - | |
| Other revenue | 640 | 18 | - | |
| Total operating income | 89 413 | 18 | - | |
| Payroll & social security expenses | 9 | 45 225 | 3 801 | - |
| Depreciation | 224 | - | - | |
| Other operating expenses | 91 202 | 15 169 | 34 | |
| Total operating expenses | 136 652 | 18 970 | 34 | |
| Operating profit (EBIT ) |
(47 238) | (18 952) | (34) | |
| Finance income | 11 | 84 263 | 12 654 | - |
| Finance expense Profit/loss on ordinary activities before tax |
11 | 88 931 (51 906) |
74 012 (80 310) |
- (34) |
| Tax | 8 | - | - | - |
| Profit/loss on ordinary activities | (51 906) | (80 310) | (34) | |
| Profit/loss for the year | (51 906) | (80 311) | (34) | |
| Share premium | (51 906) | (80 311) | (34) | |
| Total transferred | (51 906) | (80 311) | (34) |
Balance sheet – Parent Company
HEXAGON PURUS ASA
| (NOK 1 000) | Note | 31 Dec 2021 | 31 Dec 2020 | 31 Dec 2019 |
|---|---|---|---|---|
| ASSETS | ||||
| Financial assets | ||||
| Property, plant & equipment | 1 726 | - | - | |
| Investments in subsidiaries | 2 | 1 522 369 | 70 375 | 11 772 |
| Investments in shares | 2 | 10 880 | 6 350 | 3 050 |
| Loans to group companies | 4 | 192 005 | 934 694 | - |
| Other non-current assets | 2 342 | - | - | |
| Total non-current assets | 1 729 322 | 1 011 419 | 14 822 | |
| Current assets receivables | ||||
| Trade receivables | 4 | 169 | 22 | - |
| Other receivables group | 4 | 8 099 | 12 184 | - |
| Other receivables | 4 | 1 760 | 98 | - |
| Bank deposits, cash and cash equivalents | 5 | 372 387 | 1 184 250 | 15 |
| Total current assets | 382 416 | 1 196 554 | 15 | |
| - | - | - | ||
| Total assets | 2 111 738 | 2 207 972 | 14 837 |
| (NOK 1 000) | Note | 31 Dec 2021 | 31 Dec 2020 | 31 Dec 2019 |
|---|---|---|---|---|
| EQUITY AND LIABILITIES EQUITY | ||||
| Paid-in capital | ||||
| Share capital | 2 | 23 354 | 22 909 | 330 |
| Own shares | - | - | ||
| Share premium | 4 | 2 066 629 | 1 974 971 | 14 443 |
| Other paid-in capital | 8 063 | 372 | ||
| Total paid-in capital | 2 | 2 098 046 | 1 998 252 | 14 773 |
| Other equity | - | - | - | |
| Total other equity | - | - | - | |
| - | - | - | ||
| Total equity | 2 098 046 | 1 998 252 | 14 773 |
| (NOK 1 000) | Note | 31 Dec 2021 | 31 Dec 2020 | 31 Dec 2019 |
|---|---|---|---|---|
| LIABILITIES | ||||
| Other non-current liabilities | ||||
| Liabilities to group companies | 4 | - | - | - |
| Total other non-current liabilities | 4 | - | - | - |
| Current liabilities | ||||
| Liabilities to group companies | 3, 4 | - | 164 369 | - |
| Trade payables | 3 861 | 28 519 | - | |
| Trade payables to group companies | 4 | 1 736 | 15 534 | - |
| Public duties payable | - | 154 | - | |
| Other current liabilities | 8 096 | 1 144 | 64 | |
| Total liabilities | 13 692 | 209 720 | 64 | |
| Total equity and liabilities | 2 111 738 | 2 207 972 | 14 837 |
Oslo, Norway, 21 March 2022 The Board of Directors of Hexagon Purus ASA
Jon Erik Engeset
Chairman of the Board
Board Member
Knut Flakk Board Member
Espen Gundersen
Jannicke Hilland
Board Member
Board Member
Martha Kold Bakkevig
Rick Rashilla Board Member
Karen Romer Board Member
Morten Holum President & CEO
Cash flow statement – Parent Company
HEXAGON PURUS ASA
| (NOK 1 000) | Note | 2021 | 2020 | 2019 |
|---|---|---|---|---|
| Cash flow from operating activities | ||||
| Profit before tax | (51 906) | (80 311) | (34) | |
| Tax paid for the period | - | - | - | |
| Depreciation | 224 | - | - | |
| Share-based payment expense | 7 691 | 372 | - | |
| Change in receivables | 2 276 | (12 304) | - | |
| Changes in payables | (38 457) | 43 989 | 25 | |
| Changes in other current items | 4 454 | 1 298 | 39 | |
| Net cash flow from operating activities | (77 454) | (46 956) | 30 | |
| Cash flow from investment activities | ||||
| Purchase of property, plant & equipment and intangible assets | (1 951) | - | - | |
| Investments in associated companies | 2 | (1 456 524) | (61 903) | (14 822) |
| New loans to subsidiaries | 4 | 745 820 | 405 307 | - |
| Net cash flow from investing activities | (712 655) | (996 597) | (14 822) |
| (NOK 1 000) | Note | 2021 | 2020 | 2019 |
|---|---|---|---|---|
| Cash flow from financing activities | ||||
| Changes in long term loans | 4 | (21 755) | 164 369 | - |
| Proceeds from issues of shares | - | 723 418 | 14 792 | |
| Net change in bank overdraft | - | - | - | |
| Net cash flow from financing activities | (21 755) | 887 787 | 14 792 | |
| Net change in cash & cash equivalents | 5 | (811 863) | 1 184 235 | - |
| Cash & cash equivalents at beginning of period | 1 184 250 | 15 | 15 | |
| Cash & cash equivalents at end of period | 372 387 | 1 184 250 | 15 | |
| Undrawn group overdraft facility | - | - | - | |
| Undrawn credit facility | - | - | - |
Notes – Parent Company HEXAGON PURUS ASA
Accounting principles
The annual accounts have been prepared in accordance with the provisions of the Norwegian Accounting Act and generally accepted accounting principles in Norway.
Sales revenue
Revenue from services is recognized as services are rendered. The portion of sales revenue relating to future rendering of services is capitalized as unearned revenue on the sale and recognized thereafter as the service is rendered.
Classification and valuation of balance sheet items
Current assets and liabilities include items due for payment within one year of the date of acquisition. Other items are classified as non-current assets/ liabilities.
Current assets are valued at the lower of cost of acquisition and fair value. Current liabilities are recognized at nominal value on the date of commencement.
Non-current assets are measured at the cost of acquisition but are written down to fair value if impairment is identified which is not considered to be of a temporary nature. Non-current liabilities are recognized at nominal value on the date of commencement. Costs associated with non-current liabilities are amortized over the duration of the loan using the effective interest method.
Receivables
Trade and other receivables are recognized in the balance sheet at their nominal value, following deductions for provisions for expected losses. Provisions for losses are made on the basis of the individual claims.
Assets and liabilities in foreign currency
Foreign currency transactions are recognized at the exchange rate prevailing at the transaction date. Foreign currency monetary items are valued using the exchange rate prevailing at the balance sheet date. Currency gains/losses on receivables/liabilities are classified as financial items.
Property, plant and equipment
Property, plant and equipment is recognized and depreciated over the asset's expected useful life. Direct maintenance of property, plant and equipment is recognized under operating expenses as it is incurred, while overheads or improvement costs are added to the cost price of the asset and depreciated in pace with the asset's own depreciation. If the recoverable amount of the asset is lower than it's carrying amount, this is written down to its recoverable amount. The recoverable amount is the higher of net realizable value and value in use. Value in use is the present value of future cash flows the asset will generate.
Financial instruments
In addition to traditional financial instruments such as trade receivables, trade payables and interest-bearing liabilities, the Company also uses forward exchange contracts and interest rate swaps to limit the Company's currency and interest rate exposure. The effects of these instruments are recognized as they arise, together with the hedged objects. The interest rate instruments are not measured at the fair value on the balance sheet date
because the Company uses hedge accounting. The currency instruments are valued at fair value and converted to the exchange rate specified on the balance sheet date.
Shares
In the company accounts, the cost method of accounting is used for all shares. All shares are valued at cost in the company accounts.
Share-based payment
Share based payment are accounted for in accordance with NRS 15A, applying IFRS 2 under Norwegian Legislation. Senior executives in the Group have from 2015 to 2018 received options to subscribe for shares in the Parent Company. From 2019 the incentive program involve performance share units (PSUs) instead of options. The fair value of share options and PSUs are measured at the grant date and the cost is recognized, together with a corresponding increase in other paid-in capital, over the period in which the performance and/ or service conditions are fulfilled. The fair value is calculated using the Black & Scholes model. The employer's contribution is accrued over the period
in which the service conditions are fulfilled, based on the intrinsic value.
Pension expenses
Pensions are accounted for in accordance with NRS 6A, applying IAS 19 under Norwegian Legislation.
Pension premiums relating to defined contribution plans are recognized as an expense as they are incurred.
Tax
Tax expense in the income statement includes income tax payable for the period and changes in deferred tax. Deferred tax is calculated at 22 per cent based on the temporary differences between accounting and fiscal values and loss carryforwards at the end of the financial year.
Interest-bearing loans ans borrowing costs
Loans are recognized at the initial amount received less directly related transaction costs. In subsequent periods, interest- bearing loans are measured at amortized cost using the effective interest method. Profit and loss are entered in the income statement when liabilities are deducted from the balance and via amortization. Borrowing costs are expensed as they arise.
Cash flow statement
The cash flow statement has been prepared using the indirect method. Cash & cash equivalents include cash and bank deposits.
Use of estimates
Preparation of the annual financial statements in accordance with good accounting practice requires the use of estimates and assumptions by management which influence the income statement and the valuation of assets and liabilities, and disclosures on uncertain assets and obligations at the balance sheet date.
Contingent losses which are probable and quantifiable, are expensed as incurred.
Note 1 Equity
| (NOK 1 000) | Share capital | Own shares | Share premium |
Other paid-in capital |
Total equity |
|---|---|---|---|---|---|
| Equity as of 1 January 2021 | 22 909 | - | 1 974 971 | 372 | 1 998 253 |
| Profit/loss for the year | - | - | (51 906) | - | (51 906) |
| Other comprehensive income | - | - | - | - | - |
| Share-based payments | - | - | - | 7691 | 7 691 |
| Actuarial gains/losses for the year | - | - | - | - | - |
| Movement in own shares | - | - | - | - | - |
| Changes in paid-in capital | - | - | - | - | - |
| Issued new share capital | 444 | - | 143 628 | - | 144 072 |
| Transaction cost | - | - | - | - | - |
| Other | - | - | (63) | - | (63) |
| Equity at 31 December 2021 | 23 353 | - | 2 066 629 | 8 063 | 2 098 046 |
On 23 November 2021 related to the closing of the Wystrach acquisition, the company issued 4 444 430 consideration shares to the previous shareholders of Wystrach GmbH.
Note 2 Shares in subsidiaries, associates and joint ventures
Subsidiaries
| (NOK 1 000) | Registered office | Ownership share |
Voting share | Carrying amount |
|---|---|---|---|---|
| Hexagon Technology H2 AS | Ålesund, Norway | 100% | 100% | 50 030 |
| Hexagon Purus HK AS | Ålesund, Norway | 100% | 100% | 30 |
| Hexagon Purus Maritime AS | Ålesund, Norway | 100% | 100% | 500 |
| Hexagon Composites Germany GmbH | Herford, Germany | 100% | 100% | 1 074 120 |
| Hexagon Purus NA Holding Inc. | USA | 100% | 100% | 397 689 |
| 1 522 369 |
Equity and profit/loss as reported in most recent annual accounts of subsidiaries (company)
| (NOK 1 000) | Hexagon Technology H2 AS |
Hexagon Purus HK AS |
Hexagon Purus Maritime AS |
Hexagon Composites Germany GmbH |
Hexagon Purus NA Holding Inc. |
|---|---|---|---|---|---|
| Cost of acquisition | 50 030 | 30 | 500 | 1 074 120 | 397 689 |
| Equity at 31 December 2021 | 31 275 | (35) | 494 | 871 439 | 388 600 |
| Profit 2021 | (17 008) | - | (899) | (10 301) | 215 |
Share of equity and profit/loss as reported in most recent annual accounts of joint ventures and associates (company)
| NOK 1 000) | Norwegian Hydrogen AS |
|---|---|
| Cost of acquisition | 10 880 |
| Equity at 31 December 2021 | 13 477 |
| Profit 2021 | 1407 |
Joint ventures and associates
| (NOK 1 000) | Registered office | Ownership share |
Voting share | Carrying amount |
|---|---|---|---|---|
| Norwegian Hydrogen AS | Norway | 20.98% | 20.98% | 10 880 |
Hexagon Purus ASA exited its direct ownership position in the Hyon AS JV but remains invested in the consortium through its shareholding in Norwegian Hydrogen AS.
Note 3 Receivables and liabilities
| (NOK 1 000) | 2021 | 2020 | 2019 |
|---|---|---|---|
| Receivables due for payment after 1 year | |||
| Other non-current receivables | - | - | - |
| Loans to group companies | 192 005 | 934 694 | - |
| Total | 192 005 | 934 694 | - |
| Short-term liabilities | |||
| Liabilities to credit institutions | - | - | - |
| Total | - | - | - |
| Liabilities secured with collateral | - | - | - |
Note 4 Intra-group transactions and balances
| (NOK 1 000) | 2021 | 2020 | 2019 |
|---|---|---|---|
| Income | |||
| Administrative services to subsidiaries | 88 554 | - | - |
| Total | 88 554 | - | - |
| Receivables | |||
| Loans to group companies | 192 005 | 934 694 | - |
| Trade receivables | 8 099 | 12 184 | - |
| Other current receivables | - | - | - |
| Total | 200 104 | 946 878 | - |
| Liabilities | |||
| Loan from group companies - Current | - | 164 369 | - |
| Liabilities to group companies - current | 1 736 | 15 534 | 39 |
| Total | 1 736 | 179 903 | 39 |
Note 5 Bank deposits
| (NOK 1 000) | 2021 | 2020 | 2019 |
|---|---|---|---|
| Restricted tax withholdings | 742 | 482 | - |
Note 6 Share capital and shareholder information
Share capital consists of
| (Amounts in NOK) | Number | Nominal | Carrying amount |
|---|---|---|---|
| A shares | 233 536 669 | 0.10 | 23 353 667 |
The Company's share capital consists of one class of shares and is fully paid-up.
| 20 Largest shareholders as of 31 December 2021 | Number of shares | |
|---|---|---|
| Hexagon Composites ASA | 171 166 135 | 73.3% |
| Clearstream Banking S.A. | 14 326 271 | 6.1% |
| Mitsui & Co LTD | 5 204 029 | 2.2% |
| Deutsche Bank Aktiengesellschaft | 4 699 768 | 2.0% |
| Flakk Composites AS | 3 027 799 | 1.3% |
| J.P. Morgan Bank Luxembourg S.A. | 2 713 589 | 1.2% |
| State Street Bank and Trust Comp | 2 273 831 | 1.0% |
| MP Pensjon PK | 2 112 605 | 0.9% |
| Citibank Europe PLC | 2 068 865 | 0.9% |
| Nordnet Bank AB | 1 678 511 | 0.7% |
| Brødr. Bøckmann AS | 1 323 120 | 0.6% |
| UBS AG London Branch | 1 111 646 | 0.5% |
| Verdipapirfondet Storebrand Norge | 1 024 173 | 0.4% |
| The Bank of New York Mellon | 852 963 | 0.4% |
| Nødingen AS | 787 288 | 0.3% |
| Skandinaviska Enskilda Banken AB | 763 723 | 0.3% |
| KTF Finans AS | 756 950 | 0.3% |
| Morgan Stanley & Co. International | 660 675 | 0.3% |
| J.P. Morgan Securities PLC | 567 945 | 0.2% |
| Saxo Bank A/S | 506 508 | 0.2% |
| Total 20 largest shareholders | 217 626 394 | 93.1% |
| Remainder | 15 910 335 | 6.8% |
| Total | 233 536 669 | 100.0% |
Ownership structure
The total number of shareholders as of 31 December 2021 was 4 618 of whom 287 were foreign shareholders. The number of shares held by foreign shareholders was 47 096 911 or 20.17 per cent.
The Board proposes to the general assembly that there will be no dividend to be paid for the fiscal year 2021.
Note 7 Pensions and benefit obligations
The Company is legally obliged to have occupational pension arrangements under the Norwegian Mandatory Occupational Pension Act. The Company's pension arrangements satisfy the requirements of this Act.
The parent Company's pension arrangements cover 8 employees. Pension arrangements are dealt with according to the Norwegian Accounting Standard NRS 6A for pension costs.
The defined contribution pension plan's contribution rates is 7 per cent for salaries in the range of up to 7.1 times the national insurance base rate (G) and 25.1 per cent for salaries in the range 7.1 to 12 G. Contributions for the year were expensed at NOK9 34.69 thousand, excluding employer's contributions.
Note 8 Tax
Tax expense for the year consists of
| (NOK 1 000) | 2021 | 2020 | 2019 |
|---|---|---|---|
| Income tax payable | - | - | - |
| Change in deferred tax | - | - | - |
| Total tax expense | - | - | - |
Calculation of tax base for the year
| (NOK 1 000) | 2021 | 2020 | 2019 |
|---|---|---|---|
| Profit before tax | (51 906) | (80 311) | (34) |
| Permanent differences | 21 136 | (26 431) | |
| Change in temporary differences | 1471 | 120 | 34 |
| Use of loss carryforwards | - | - | - |
| Tax base for the year | (29 300) | (106 622) | - |
Overview of temporary differences
| (NOK 1 000) | 2021 | 2020 | 2019 |
|---|---|---|---|
| Receivables | - | - | - |
| Non-current assets | - | - | - |
| Provisions | (1 756) | (120) | - |
| Pensions | - | - | - |
| Loss carryforwards | (135 956) | (106 656) | (34) |
| Reduction of tax asset due to uncertainty | 137 712 | 106 776 | 34 |
| Total | - | - | - |
| Deferred tax 22% | - | - | - |
Note 9 Payroll, number of employees, remuneration, loans to employees etc.
Payroll costs
| (NOK 1 000) | 2021 | 2020 | 2019 |
|---|---|---|---|
| Wages/salaries and fees | 8 719 | 2 761 | - |
| Share-pased payments/bonuses | 15 489 | - | - |
| Employer's contribution | 2 915 | 453 | - |
| Contracted personnel | 14 377 | - | - |
| Board remuneration | 2 590 | - | - |
| Pension expense | 934 | 213 | - |
| Other contributions | 200 | 375 | - |
| Total | 45 225 | 3 802 | - |
There were five (5 in 2020, 0 in 2019) employees in the Company during the financial year. Some key personnel are contracted from subsidiaries in the Group and presented here as contracted personnel.
The board of directors were employed from 14 December 2020.
| (NOK 1 000) | Salaries and fees |
Paid bonus1 |
Natural combtribu tions |
Paid pension premium |
Value of vested instruments |
Total remu neration |
|---|---|---|---|---|---|---|
| Executive management | ||||||
| Morten Holum, President & CEO | 3 090 | 1722 | 10 | 180 | - | 5 002 |
| Board of directors | ||||||
| Jon Erik Engeset, Chairman | 660 | - | - | - | - | 660 |
| Martha Kold Bakkevig | 340 | - | - | - | - | 340 |
| Espen Gundersen | 360 | - | - | - | - | 360 |
| Karen Romer | 340 | - | - | - | - | 340 |
| Jannicke Hilland | 300 | - | - | - | - | 300 |
| Rick Rashilla | 203 | - | - | - | - | 203 |
| Knut Flakk | 200 | - | - | - | - | 200 |
| Total remuneration | 5 117 | 1 722 | 10 | 180 | - | 7 029 |
1 Bonuses paid in the year relate to the year 2020.
The Chairman of the Board has no agreement relating to termination benefits. In his employment agreement, the Group President has a period of notice of 6 months. He has an agreement for up to 12 months' severance pay. The management of the Group have a target-based bonus agreement.
Group management participate in the Company's general pension arrangements, which are described in note "Pensions".
No loans have been made, or security provided for loans, to any member of Group management, the Board or other elected standing committees.
Group management participate in the Company's share based incentive scheme, which are described in note 12, Share- based Payment. As of 31 December 2021 the Group President holds 74 thousand shares, 147 thousand performance share units (PSUs) and 73 thousand restricted share units (RSUs).
Shares owned by board members or related parties
| 2021 | 2020 | 2019 | |
|---|---|---|---|
| Jon Erik Engeset, (Chairman)1 | 39 899 | 39 899 | - |
| Karen Romer (Board Member) | 272 | 272 | - |
| Rick Rashilla (Board Member) | 33 968 | 10 458 | - |
| Knut Flakk (Board member)2 | 4 698 587 | 4 598 587 | - |
1 Of the shares owned by Jon Erik Engeset, 9 705 are privately owned, 30 194 are owned by a company controlled by Engeset. 2 Of the shares owned by Knut Trygve Flakk 19 869 are privately owned, 4 678 718 are owned by a companies controlled by Flakk.
Shares held by key management personnel
| 2021 | 2020 | 2019 | |
|---|---|---|---|
| Morten Holum | 74 471 | 74 471 | - |
Expensed auditors' fees and comprised of the following services (not including VAT)
| (NOK 1 000) | 2021 | 2020 | 2019 |
|---|---|---|---|
| Statutory audit and auditing-related services | 1 114 | 455 | 32 |
| Other attestation services | 130 | - | - |
| Tax advice | 618 | - | - |
| Other non-auditing services | 139 | 512 | - |
| Total | 2 002 | 967 | 32 |
Note 10 Share-based payment
The Company has two share-based long-term incentive plans. The first plan is a management investment program with Performance Share Units ("PSUs") matching. This plan is limited to five members of the executive management team. Each eligible employee will in 2024 be entitled to up to three new shares in the Company per share invested, at no consideration, provided he or she is still employed in the Company at such date. The entitlement depends on fulfilment of three criteria, one per matching share. One criterion is tied to increase in share price, one is tied to Company performance criteria, and one is tied to continued employment.
On 14 December 2020, the Company announced that key members of Hexagon Purus' executive management team exercised their right to purchase the maximum number of shares allowable in the management investment program, equal to a total number of 210 621 shares. As part of this management investment program, the Company awarded up to 421 242 related PSUs and 210 621 Restricted Stock Units ("RSUs") to the executives. The instruments are non-transferable and will vest in 2024 when the Board of Directors approve the annual accounts for 2023, subject to satisfaction of the applicable vesting conditions. Each vested instrument will give the holder the right to receive one share in the Company.
The second share-based long term incentive plan is an employee RSU program, where 561 000 RSUs are currently issued to key personnel and management employees of the Group. Subject to satisfaction of the applicable vesting conditions, each RSU entitles eligible employees to receive such number of Hexagon Purus shares as corresponds to the number of RSUs vested at the date on which the Company's Board of Directors approves the Company's annual accounts for the financial year of 2023.
The fair value of the RSUs and PSUs are calculated on the grant date, using the Black-Scholes model and Monte Carlo simulation, and the cost is recognized over the service period. Cost of the RSU and PSU schemes, including social security, was NOK 8.5 million year-to-date 31 December 2021. The unamortized fair value of all outstanding RSUs and PSUs as of 31 December 2021 is estimated to be NOK 18.8 million.
There are no cash settlement obligations. As these programs do not have a precedent in the Group, the Group does not have a past practice of cash settlement for outstanding instruments.
All outstanding instruments are granted at the same date in 2021. The following table lists the input applied to calculate the fair value of the plans:
| Instruments 2021 | RSU key personnel |
PSU executive management |
RSU executive management |
|---|---|---|---|
| Opening balance 2021, number of instruments | 485 000 | 421 242 | 210 621 |
| Grants | 91 000 | - | - |
| Lapsed/cancelled | (15 000) | - | - |
| Closing balance 31.12.2020, number of instruments | 561 000 | 421 242 | 210 621 |
| Quantity 31 December 2021 (shares) | 561 000 | 421 242 | 210 621 |
| Contractual life1 | 2.50 | 2.50 | 2.50 |
| Strike price1 | - | - | - |
| Share price1 | 27.30 | 27.30 | 27.30 |
| Expected lifetime1 | 3.54 | 3.54 | 3.54 |
| Volatility1 | 30.00% | 30.32% | 30.00% |
| Interest rate1 | 0.390% | 0.390% | 0.390% |
| Dividend1 | - | - | - |
| FV per instrument1 | 27.30 | 20.83 | 27.30 |
1 Weighted average parameters at grant of instrument.
| Instruments 2020 | RSU key personnel |
PSU executive management |
RSU executive management |
|---|---|---|---|
| Opening balance 2020, number of instruments | - | - | - |
| Grants | 485 000 | 421 242 | 210 621 |
| Closing balance 31.12.2020, number of instruments | 485 000 | 421 242 | 210 621 |
| Quantity 31.12.2020 (shares) | 485 000 | 421 242 | 210 621 |
| Contractual life1 | 3.54 | 3.54 | 3.54 |
| Strike price1 | 0.00 | 0.00 | 0.00 |
| Share price1 | 27.30 | 27.30 | 27.30 |
| Expected lifetime1 | 3.54 | 3.54 | 3.54 |
| Volatility1 | 30.00% | 39.65% | 30.00% |
| Interest rate1 | 0.390% | 0.390% | 0.390% |
| Dividend1 | 0.00 | 0.00 | 0.00 |
| FV per instrument1 | 27.30 | 20.83 | 27.30 |
1 Weighted average parameters at grant of instrument.
There were no share-based payments in the Group in 2019. Management personnel did participate in management incentive programs in Hexagon Group before 2020.
Note 11 Net financial items
Finance income
| (NOK 1 000) | 2021 | 2020 | 2019 |
|---|---|---|---|
| Interest income from group companies | 19 923 | 12 523 | - |
| Other interest income | 1 194 | 122 | - |
| Other finance income (currency gains) | 63 146 | 9 | - |
| Total finance income | 84 263 | 12 654 | - |
Finance expense
| (NOK 1 000) | 2021 | 2020 | 2019 |
|---|---|---|---|
| Interest expenses to group companies Other interest expenses |
7 617 - |
6 741 3 |
- - |
| Currency losses | 80 602 | 67 268 | - |
| Other finance expense | 712 | - | - |
| Total finance expense | 88 931 | 74 012 | - |
Note 12 Financial market risk
The Company's international activities expose it to currency risk and interest risk. Derivative financial instruments are used to minimize these risks under the Group's strategy for interest and currency exposure.
Interest rate risk
Interest rate risk arises in the short and medium term from the Company's floating rate liabilities. The Company have historically used interest rate swaps to minimize the risk.
Currency risk
Fluctuations in exchange rates represent a financial risk to the Company, both directly and indirectly. The Company have used currency swaps and borrows in foreign currency to minimize the risk.
Note 13 On Covid-19
In the parent company there are no direct effects from COVID -19. In the subsidiaries there are all together 22 confirmed cases of COVID-19 infection were reported among Hexagon Purus personnel in 2021, all of whom have recovered or are recovering. All production facilities have remained open and only marginally affected during the period.
Hexagon Purus is closely monitoring the COVID-19 situation and has prepared contingency plans at each site. The Company is not able to accurately predict the final outcome from COVID-19 related effects but will remain vigilant and committed to employing further counter measures to mitigate such effects, if required. At the date of approval of this report, there are not other effects identified from COVID-19.
Note 14 Events after the balance sheet date
On 15 February 2022, the Company issued 24 742 268 new shares in a private placement at a price of NOK 24.25 per share
The Russian invasion of Ukraine and its outfall and consequences are at the time of preparing the financial statement difficult to assess and predict. However, given the company's relatively limited investments and market activities in Russia and Ukraine and their surrounding areas, the management does not assess this event to have a significant effect on the reported figures as of December 31 2021.
There have not been any significant events after the balance sheet date.
Statsautoriserte revisorer Ernst & Young AS Langelandsvegen 1, DaaeGården
6010 Ålesund
Foretaksregisteret: NO 976 389 387 MVA Tlf: +47 24 00 24 00
www.ey.no Medlemmer av Den norske Revisorforening
INDEPENDENT AUDITOR'S REPORT
To the Annual Shareholders' Meeting of Hexagon Purus ASA
Report on the audit of the financial statements
Opinion
We have audited the financial statements of Hexagon Purus ASA (the Company) which comprise the financial statements of the Company and the consolidated financial statements of the Company and its subsidiaries (the Group). The financial statements of the Company comprise the balance sheet as at 31 December 2021, and the income statement and the cash flow statement for the year then ended and notes to the financial statements, including a summary of significant accounting policies. The consolidated financial statements of the Group comprise the financial position as at 31 December 2021, 31 December 2020 and 31 December 2019, the income statement, statement of comprehensive income, cash flow statement and statement of changes in equity for the years then ended and notes to the financial statements, including a summary of significant accounting policies.
In our opinion
- the financial statements comply with applicable legal requirements,
- the financial statements give a true and fair view of the financial position of the Company as at 31 December 2021 and its financial performance and cash flows for the year then ended in accordance with the Norwegian Accounting Act and accounting standards and practices generally accepted in Norway,
- the consolidated financial statements give a true and fair view of the financial position of the Group as at 31 December 2021, 31 December 2020 and 31 December 2019 and its financial performance and cash flows for the years then ended in accordance with International Financial Reporting Standards as adopted by the EU.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company and the Group in accordance with the requirements of the relevant laws and regulations in Norway and the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
A member firm of Ernst & Young Global Limited
2 Other information
Other information consists of the information included in the annual report other than the financial statements and our auditor's report thereon. Management (the board of directors and the general manager) is responsible for the other information. Our opinion on the financial statements does not cover the other information, and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information, and, in doing so, consider whether the board of directors' report and the statement on corporate social responsibility contain the information required by applicable legal requirements and whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information or that the information required by applicable legal requirements is not included, we are required to report that fact.
We have nothing to report in this regard, and in our opinion, the board of directors' report and the statement on corporate social responsibility are consistent with the financial statements and contain the information required by applicable legal requirements.
Responsibilities of management for the financial statements
Management is responsible for the preparation and fair presentation of the financial statements of the Company in accordance with the Norwegian Accounting Act and accounting standards and practices generally accepted in Norway and of the consolidated financial statements of the Group in accordance with International Financial Reporting Standards as adopted by the EU, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company's and the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or the Group, or to cease operations, or has no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Independent auditor's report - Hexagon Purus ASA 2021
A member firm of Ernst & Young Global Limited
Glossary
| ASA | Public Limited company in Norway | JOINT VENTURE L |
egally signed contractual agreement whereby two or more parties undertake an economic activity |
|---|---|---|---|
| BAR | Unit of pressure. | ||
| 1 millibar = 100 N/m2 | COM POSITE |
Combination of glass/carbon fibre and thermosetting | |
| BEV | Battery Electric Vehicle | plastic, exploiting the malleability of the plastic and the stiffness and strength of the glass/carbon fibre |
|
| CHG | Compressed Hydrogen Gas | LDV | Light-Duty Vehicle |
| CO2 | Carbon Dioxide | OEM | Original Equipment Manufacturer |
| EBIT | Earnings before interests and taxes | OSE | Oslo Stock Exchange (Oslo Børs) |
| EBIT DA |
Earnings before interest, taxes, depreciation and amortization |
X-STORE ® |
High-pressure composite cylinder for bulk transportation and storage of CNG |
| EV | Electric Vehicle | RESIN | Chemical adhesives for strengthening glass and/or carbon fiber |
| FCEV | Fuel Cell Electric Vehicle | ||
| GHG | Greenhouse Gas | SCM 3 |
Standard cubic meters. Unit for volumetric measurement of oil, natural gas and natural gas condensate at standard conditions defined in the ISO standard ISO 13443 |
| HDV | Heavy-Duty Vehicle | ||
| HSE | Health, Safety & Environment. Collective term for activities relating to health protection, |
SINTEF | Stifelsen for industriell og teknisk forskning / Foundation for Industrial and Technical Research |
| TYPE 1 | Steel cylinder | ||
| environmental protection, working environment and | |||
| employee safety. | TYPE 2 | Steel cylinder, composite-reinforced | |
| HYDROGEN L |
ight, colourless gas (Symbol H), produced on an industrial scale |
TYPE 3 | Composite cylinder with metal liner |
| TYPE 4 | Composite cylinder with polymer liner | ||
| ISO | International Organization for Standardization |
– publishes standards in a large number of areas
Financial calendar 2022
Annual General Meeting 27 April 2022
1st quarter 2022 10 May 2022
2nd quarter and half year report 2022 9 August 2022
3rd quarter 2022 1 November 2022
4th quarter 2022 14 February 2023
Details
Interim report and presentation material will be released at 07:00 CET and made available on www.hexagonpurus.com and www.newsweb.no
The interim results are presented live at 8:30 am CET. Hexagon Purus ASA reserves the right to change the dates. All presentations are broadcasted live and open to all interested parties.
Two weeks before the presentation of the interim report Hexagon Purus practice a quiet period where contact with analysts, investors and media are limited. This is done to minimize the risk of information leakage and potential different information in the market.
Contact us
IR contact
Mathias Meidell Director Investor Relations Phone: +47 90 98 22 42 [email protected]
Address
Hexagon Purus ASA Korsegata 4B 6002 Ålesund Norway
Phone: +47 70 30 44 50 [email protected] hexagonpurus.com