Earnings Release • Aug 17, 2023
Earnings Release
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Dear Shareholders,
Important milestone for Hexagon Composites and Hexagon Purus passed in the quarter.

In Q2 2023, we announced the distribution of 25% of the shares in Hexagon Purus to Hexagon Composites' shareholders. The successful conclusion of the transaction delivered a return of NOK 1.37 billion to our shareholders.
This transaction is a win-win for shareholders of both Hexagon Composites and Hexagon Purus on many fronts. The distribution clarifies the ownership agendas of both companies, enabled financial deconsolidation of Hexagon Purus from the Hexagon Group, and increased the free float in the Hexagon Purus share with additional direct owners that know and understand the company.
The deconsolidation of Hexagon Purus also yielded an accounting gain of NOK 2.35 billion for the Group, reflecting the value creation of Hexagon Purus since its inception in 2020. And while Hexagon Composites remains a strong strategic partner, the deconsolidation makes Hexagon Composites' profitable growth and positive cash flow more visible.
In the second quarter 2023 Hexagon (excl. Hexagon Purus) delivered record high revenues of NOK 1,368 (1,034) million, a 32% growth compared to the same quarter last year. The strong revenue growth resulted in record high EBITDA of NOK 148 (90) million – and an improved margin of 11% (9%).
Strong performance and positive pricing effects in Hexagon Agility as well as high recurring volumes in Hexagon Ragasco drove the improvement in profitability in the quarter. Hexagon Digital Wave continued its very strong
growth in the quarter and delivered positive EBITDA for the fifth consecutive quarter despite a costly technology development and organizational ramp-up program.
In the first half of 2023, more than NOK 1.1 billion orders for Hexagon Agility's Mobile Pipeline distribution systems and RNG fuel systems for heavy-/medium duty trucks were announced.
The high demand for the Mobile Pipeline CNG/RNG business continues. Orders to date from existing blue-chip customers in the US represent a diverse customer base. During the quarter, inaugural orders were achieved from both an industry leading US energy company and Manaseer, the first compressed natural gas project in Jordan.
Our Mobile Pipeline production capacity for 2023 is fully booked with current backlog stretching into the second half of 2024.
Regulations globally continue to support the transition to clean fuels in the transport sector, most recently in the US, where the Biden administration announced over USD 233 million in CNG/RNG transit investments for 2023, supporting a positive outlook for Hexagon's transit bus segment.
We offer our shareholders unique exposure to renewable natural gas (RNG/biomethane). Looking ahead to 2024, the launch of Cummins' new 15-liter natural gas engine in the US is expected to be a game-changer, expanding the addressable market for long-haul trucks in the US threefold. Hexagon is ready for the growing market demand for the switch to clean energy.
Best regards,
President & CEO, Hexagon Group

| (NOK millions) | Q2 2023 | Q2 2022 | YTD 2023 | YTD 2022 | Full year 2022 |
|---|---|---|---|---|---|
| Hexagon Agility | |||||
| Revenue | 1 110 | 818 | 2 009 | 1 549 | 3 478 |
| EBITDA | 111 | 63 | 145 | 115 | 209 |
| EBIT | 62 | 21 | 49 | 33 | 28 |
| Hexagon Ragasco | |||||
| Revenue | 210 | 192 | 399 | 353 | 706 |
| EBITDA | 37 | 29 | 85 | 62 | 123 |
| EBIT | 27 | 20 | 65 | 44 | 86 |
| Hexagon Digital Wave | |||||
| Revenue | 40 | 26 | 85 | 41 | 116 |
| EBITDA | 1 | 3 | 3 | -2 | 7 |
| EBIT 1) |
-1 | 1 | -1 | -4 | 1 |
| Corporate functions & eliminations | |||||
| Revenue | 7 | -1 | 5 | 4 | 3 |
| EBITDA | - 2 |
-4 | - 2 |
-1 | 9 |
| EBIT | - 6 |
-9 | - 9 |
-10 | -10 |
| Hexagon excl. Hexagon Purus (continuing operations) | |||||
| Revenue | 1 368 | 1 034 | 2 498 | 1 947 | 4 303 |
| EBITDA | 148 | 90 | 230 | 174 | 348 |
| EBIT 2) |
83 | 33 | 104 | 62 | 106 |
| Hexagon Purus (discontinued operations) |
|||||
| Revenue | 330 | 210 | 574 | 369 | 964 |
| EBITDA | - 89 |
- 112 |
-201 | -204 | -406 |
| EBIT | - 120 |
- 135 |
-260 | -250 | -501 |
| Hexagon Group (continuing and discontinued operations) |
|||||
| Profit/loss after tax from continuing operations |
46 | 9 | 29 | 15 | 5 |
| Profit/loss after tax from discontinued operations (Hexagon Purus) |
- 147 |
- 124 |
- 302 |
- 243 |
- 432 |
| 3) Profit/loss after tax from discontinued operations (gain from deconsolidation of Hexagon Purus) |
2 351 | 0 | 2 351 | 0 | 0 |
| Total profit/loss after tax |
2 250 | - 115 |
2 079 | - 228 |
- 426 |
1) Corporate/eliminations refers to holding- and non-operating entities within the Hexagon excl. Hexagon Purus and eliminations within the Hexagon excl. Hexagon Purus
2) Hexagon Purus reported as discontinued operations following deconsolidation effective as of 29 June 2023
3) See note 12 to the financial statements related to the deconsolidation of Hexagon Purus
In the second quarter of 2023, Hexagon excluding Hexagon Purus reported record high revenues of NOK 1 368 (1 034) million, representing 32% growth compared to the same quarter last year. Excluding positive FX translation effects of NOK 125 million, underlying revenues grew by 20% driven by higher volumes as well as improved pricing.
The strong revenue growth resulted in record-high EBITDA of NOK 148 (90) million, with a margin of 11% (9%). Improved performance and pricing effects in Hexagon Agility as well as high recurring volumes in Hexagon Ragasco, drove profitability. Hexagon Digital Wave delivered yet another quarter with strong revenue growth, while operating profits remained at break-even due to increased growth-related operating expenses.
For the first half of 2023, Hexagon excl. Hexagon Purus reported revenues of NOK 2 498 (1 947) million, including NOK 237 million of positive FX translation effects. Excluding currency effects, revenues grew by 16% due to strong underlying demand and improved pricing in all segments, especially within Hexagon Agility's Mobile Pipeline distribution business.
EBITDA for the first half of 2023 was NOK 230 (174), for an EBITDA-margin of 9% (9%). The Company sees gradual recovery of margins driven by Hexagon Agility, from the low-point in the first quarter 2023. This is due to increased realization of pricing increases enacted to mitigate inflation, and reduced supply chain disruptions.


On 29 June, the board of directors of Hexagon Composites ASA decided to distribute 69.2 million shares in Hexagon Purus ASA as a dividend-in-kind to its shareholders and effectively reduce its ownership in Hexagon Purus by 25% to 43.4%. The decision constituted a loss of control event and Hexagon Purus was deconsolidated as a subsidiary effective as of 29 June. The deconsolidation of Hexagon Purus generated an accounting gain of NOK 2 351 million in the second quarter. Furthermore, on 29 June, Hexagon concurrently entered into a total return swap (TRS) representing 5% of the shares in Hexagon Purus ASA, further reducing its ownership in Hexagon Purus to 38.4%. Gross proceeds from the share sale received after the balance sheet date, 3 July 2023, was NOK 274 million, and will be used to reduce debt leverage.
Following the deconsolidation, Hexagon Purus is presented as discontinued operations in the Hexagon Group accounts, which effectively makes Hexagon Group accounts from continuing operations similar to Hexagon excluding Purus, presented in the section above. Prior period figures have been restated in the income statement for full comparability of profit/losses from continuing operations (Hexagon excluding Hexagon Purus) and discontinued operations (Hexagon Purus). For the third quarter 2023 and onwards, Hexagon Purus will be accounted for using the equity method in the Hexagon Group accounts. See also note 12 and 13 to the financial report for further information related to Hexagon Purus deconsolidation and discontinued operations.
In the second quarter of 2023, Hexagon Group generated NOK 1 368 (1 034) million in revenues and NOK 148 (90) million in EBITDA from continuing operations for the same drivers as outlined in the presentation section for Hexagon excluding Purus above. Profit after taxes from continuing operations for the quarter was NOK 46 (9) million.
Profit after taxes from discontinued operations (Hexagon Purus) for the quarter was NOK 2 204 (-124) million, including an accounting gain from deconsolidation of Hexagon Purus of NOK 2 351 million. Excluding the accounting gain, profit after taxes from discontinued operations (Hexagon Purus) came in at NOK -147 (-124) million.
For the first half of 2023, Hexagon Group generated NOK 2 498 (1 947) million in revenues and NOK 230 (174) million in EBITDA from continuing operations for the same drivers as outlined in the section for Hexagon excluding Purus above. Profit after taxes from continuing operations was NOK 29 (15) million.
Profit after taxes from discontinued operations (Hexagon Purus) for the first half year was NOK 2 050 (-243) million, including an accounting gain from deconsolidation of Hexagon Purus of NOK 2 351 million. Excluding the accounting gain, profit after taxes from discontinued operations (Hexagon Purus) came in at NOK -302 (-243) million.
At the end of the second quarter, the Group balance sheet amounted to NOK 8 013 million compared to NOK 9 445 million at the end of the first quarter. The decrease in total assets during the quarter is mostly explained by the deconsolidation of Hexagon Purus. Total book value of Hexagon Purus assets derecognized amounted to NOK 3 818 million, while Hexagon Group's 38.4% ownership in Hexagon Purus amounted to NOK 2 105 million at the end of the quarter, reflecting the fair value recognition of Hexagon's share in Hexagon Purus as of 29 June. The Group's equity ratio increased from 45% to 54% during the quarter largely due to the effects from the deconsolidation of Hexagon Purus. The financial position of the Group at quarter end is considered strong.
Hexagon does not have operations or employees in Ukraine, but it does have a sales and distribution subsidiary for its LPG products in Russia. Hexagon stopped all product shipments to Russia in March 2022 to ensure compliance with international sanctions. The Russian sales entity revenues and net assets in Russia are immaterial to the Group's financial statements.
Hexagon Agility is a global provider of clean fuel solutions for commercial and passenger vehicles and gas transportation solutions.
Hexagon Agility recorded combined revenues in the second quarter of NOK 1 110 (818) million, representing a 36 % growth year-over-year inclusive of favorable currency effects of approximately NOK 119 million. Adjusted for FX, the underlying growth was 21%. The healthy growth is largely explained by strong delivered volumes in the Mobile Pipeline distribution business, partly offset by somewhat lower volumes in the automotive business. Within the automotive business, heavy-duty long-haul Truck volumes were lower, offset by higher Refuse and Transit bus volumes. Revenues from the long-haul heavy-duty business have picked up from the first quarter though still trailing 2022, which included significant orders to a single customer that is using 2023 to optimize operations but is expected to continue its fleet expansion in 2024.
EBITDA for the second quarter came in at NOK 111 (63) million, representing an EBITDA margin of 10%, compared to 4% in the first quarter and 8% in the same quarter of last year. Hexagon Agility has experienced compressed margins due to supply chain disruptions and inflation over the past 12-18 months. The Company is now seeing improvements in the supply chain combined with operational improvements and the effects of price increases.
For the first half of 2023, Hexagon Agility reported revenues of NOK 2 009 (1 549) million. Excluding favorable FX translation effects of approximately NOK 237 million, the underlying revenue growth in the period was 14%, largely driven by the same factors as for the second quarter.
EBITDA for the first half of 2023 came in at NOK 145 (115) million, translating to an EBITDA margin of 7% (7%). This margin level is expected to be higher for the second half of 2023.


Hexagon Ragasco is the world's leading manufacturer of composite liquified petroleum gas (LPG) cylinders for leisure, household, and industrial applications.
In the second quarter of 2023, Hexagon Ragasco reported revenues of NOK 210 (192) million. Recurring high volumes, improved pricing to recover input inflation and favorable currency impacts drove the revenue growth compared to the same period last year. Volumes in the second quarter were especially strong in the Middle East and Africa, where the latter is explained by an introductory order from a new customer.
EBITDA for the second quarter came in at NOK 37 (29) million, representing an EBITDA margin of 18%, compared to 15% in the same period last year. Profit improvement is largely explained by production efficiency and positive FX effects from a weakened NOK.
For the first half of 2023, Hexagon Ragasco reported revenues of NOK 399 (353) million and generated an EBITDA of NOK 85 (62) million. Stable volumes coupled with a weakened NOK and fully mitigated cost inflation effects contribute to an EBITDA margin for the first half of 21%, compared to 18% in the same period of last year.
During the period, Hexagon Ragasco added several more introductory orders from new customers, including significant orders from Oceania-based and Africa-based customers, which is expected to generate increased recurring volumes in future years.


Hexagon Digital Wave offers innovative cylinder testing and monitoring technologies that reduce down-time and inspection costs while improving inspection accuracy.
In the second quarter of 2023, Hexagon Digital recorded revenues of NOK 40 (26) million, representing a growth of 54% including favorable FX effects. Adjusting for positive FX effects, the underlying revenue growth was 38%. Revenue growth was driven by both Ultrasonic Examination (UE) machines and its Model Acoustic Emission (MAE) testing services.
EBITDA for the second quarter was positive and marks the fifth consecutive quarter with positive EBITDA. Profitability narrowed to NOK 1 million (3%) compared to NOK 3 million (10%) in the same period last year, attributed to operational growth investments.
For the first half of 2023, Hexagon Digital Wave's revenues doubled to NOK 85 (41) million and EBITDA increased to NOK 3 (-2) million.



Hexagon Purus is a global leader in key technologies needed for zero emission mobility. The company is listed on the Oslo Stock Exchange (ticker: HPUR), with Hexagon holding a 38.4 per cent ownership since 29 June 2023.
Effective 29 June 2023, Hexagon Purus was deconsolidated from the Hexagon Group and presented as discontinued operations. For the third quarter 2023 and onwards, Hexagon Purus will be accounted for using the equity method in the Hexagon Group.
In the second quarter of 2023, Hexagon Purus revenues grew 57% year-over-year to NOK 330 (210) million. Last twelve months (LTM) revenues grew to NOK 1.1 billion in the second quarter, largely driven by continued strong demand for hydrogen distribution systems in the EU. The hydrogen fuel systems, battery-electric systems and the vehicle integration businesses are expected to pick up in later quarters and beyond, supported by recent major contract wins.
Higher revenues and volumes also yielded a somewhat narrowed EBITDA loss for the quarter of NOK -89, compared to -112 million in the same quarter of last year. For the first half of 2023, Hexagon Purus revenues and EBITDA amounted to NOK 574 (369) million and NOK -201 (-204) million respectively.
In March 2023, Hexagon Purus ASA raised gross NOK 1 300 million in capital, including NOK 500 million in equity and NOK 800 million in a convertible bond issue, securing the financing of its operations accordingly. Its commercial pipeline and capacity expansion programs remain on track.
The board of directors of Hexagon Composites ASA is pleased with the development of Hexagon Purus since its inception in 2020 and is confident that the company will leverage its significant growth potential as an independent company. Hexagon intends to continue as a non-controlling strategic partner in Hexagon Purus for the foreseeable future.

Revenue (MNOK)

Hexagon is focused on delivering near-zero- and zero emission energy solutions, supported by world-class manufacturing and digitalization, to enable customers to reach their net-zero ambitions. Together with clients and partners, the Company is finding new ways to make alternative energy solutions available and affordable.
Supply chain disruptions and cost inflation within the automotive business have caused challenging operating conditions over the past several years. Supply bottlenecks have now eased, and most procurement categories see costs flattening out. Overall, input prices are expected to be stable for the remainder of 2023. A number of initiatives have been implemented to improve and restore margins in the automotive business.
Global regulations strongly support the energy transition. In addition to far-reaching programs, such as REPower EU and the US Inflation Reduction Act, specific federal and regional programs addressing transportation are being implemented. Most recently in the US where in June, the Biden administration announced over USD 233 million in CNG/RNG transit investments for 2023, supporting a positive outlook for Hexagon's transit bus segment.
The demand is strong across most segments. Ongoing developments in the EU and the US and changes in industry dynamics are expected to support significant long-term clean energy technology opportunities.
Hexagon Agility's order book for the second half of 2023 is healthy with some backlog extending into 2024. When Cummins' launches its new 15-liter natural gas engine in the US in 2024, Hexagon's addressable market will increase threefold for Natural Gas driven long-haul trucks. The Company's ongoing expansion program is substantially increasing cylinder capacity for heavy-duty truck applications.
The high demand for the Mobile Pipeline CNG/RNG business is expected to continue, driven by decarbonization targets and lack of pipeline infrastructure. Production capacity for 2023 is fully booked with current backlog stretching into second half of 2024. Significantly increased capacity is scheduled to come online in first half of 2024. The Americas and European Transit bus segment is expected to remain stable while the light duty vehicle segment remains soft though immaterial to the Group's activities and
results. Manufacturing capacity continues to be diverted towards sales of hydrogen cylinders to Hexagon Purus in Europe and volumes are expected to remain strong for the rest of the year. The Refuse truck business mainly out of the US, enjoys continued strong demand. Overall, given implemented pricing actions, supply chain normalization, productivity initiatives and order backlog, accumulative margin improvement is expected for the rest of the year.
Hexagon Ragasco sees healthy demand, however, the second half of the year is seasonally lower due to the European leisure segment. The demand for LPG products is increasing with introductory orders from new customers in new markets.
Hexagon Digital Wave demand for both Modal Acoustic Emission (MAE) requalification services and Ultrasonic Examination (UE) equipment remains strong. Hexagon Digital Wave is focused on profitable growth of the established recertification businesses while investing in development of the MAE platform as well as other intelligent solutions. A pilot program will be launched later this year for advanced smart cylinder monitoring.
These forward-looking statements reflect current views about future events and are, by their nature, subject to significant risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. For further information please refer to the section "Forward -Looking Statements" at the end of this report.
The Hexagon Composites Group is active in sales and purchasing in many geographies and markets. Exports represent a considerable part of the Group's sales. Currency risk is the Group's largest financial risk factor, and the Company employs forward currency contracts in addition to natural hedges to mitigate these risks. In the Board's view there are no major changes to the risk composition for the Group compared with 2022. The Group is by nature exposed to the general macro climate factors, including those resulting in post-pandemic global supply chain disruptions, and how these directly or indirectly impact the business positively or negatively. For additional information about risks and uncertainties we refer to Hexagon Composites' 2022 annual report. It is not expected that the above exposures and risks will have a material effect on the Group or its financial position in the next reporting period.
To the best of our knowledge, we confirm that:
• the consolidated financial statements for the period 1 January to 30 June 2023 have been prepared in accordance with "IAS 34 Interim Financial Reporting",
• the information provided in the financial statements gives a true and fair view of the Company's and Group's assets, liabilities, financial position and results for the period viewed in their entirety, and that;
• the information presented in the financial statements gives a true and fair view of important events of the period, financial position, material related party transactions and principal risks and uncertainties of the Group for the next quarter
Oslo, 16 August 2023
The Board of Directors of Hexagon Composites ASA
| Restated Restated Restated Revenue from contracts with customers 3 1 366 013 1 032 076 2 493 757 1 942 534 4 287 389 Other operating income 3 300 665 1 581 999 10 327 Rental income 3 1 400 1 248 2 289 3 154 5 027 Total revenue and other income 1 367 713 1 033 989 2 497 627 1 946 687 4 302 743 Cost of materials 732 241 549 118 1 320 711 998 993 2 326 273 Payroll and social security expenses 10 322 307 251 363 628 878 505 858 1 051 763 Other operating expenses 165 616 143 263 317 726 267 399 577 039 Total operating expenses 1 220 164 943 744 2 267 315 1 772 250 3 955 075 Operating profit before depreciation and amortization (EBITDA) 147 549 90 245 230 312 174 437 347 667 Depreciation, amortization, and impairment 4,5 64 983 57 189 126 458 112 066 241 833 Operating profit (EBIT) 82 565 33 056 103 854 62 371 105 834 Profit/loss from investments in associated companies 11, 12 - 3 583 0 - 7 032 0 - 3 517 Other financial items (net) - 19 629 -17 352 -59 473 -28 476 -78 536 Profit/loss before taxes from continuing operations 59 353 15 704 37 349 33 895 23 781 Income tax expenses 13 199 6 814 8 510 19 213 18 240 Profit/loss after taxes from continuing operations 46 154 8 890 28 839 14 682 5 541 Profit/loss after taxes from discontinued operations (Hexagon Purus) 12, 13 2 203 854 124 273 2 049 703 - 242 714 - 431 518 Profit/loss after taxes 2 250 008 - 115 383 2 078 542 - 228 032 - 425 977 of which attributable to equity holders of the parent 2 298 652 -82 193 2 175 690 -163 211 -311 326 of which attributable to non-controlling interests -48 644 -33 190 -97 148 -64 822 -114 652 Earnings per share in NOK Basic 11.20 -0.58 10.35 -1.14 -2.12 |
(NOK 1000) | Note | Q2 2023 |
Q2 2022 |
YTD 2023 |
YTD 2022 |
2022 |
|---|---|---|---|---|---|---|---|
| Diluted | 11.20 | -0.58 | 10.35 | -1.14 | -2.12 |
| (NOK 1000) | Note | Q2 2023 |
Q2 2022 |
YTD 2023 |
YTD 2022 |
2022 |
|---|---|---|---|---|---|---|
| Profit/loss after taxes | 2 250 008 |
- 115 383 |
2 078 542 |
-228 032 | -425 977 | |
| Other comprehensive income | ||||||
| Translation differences when translating foreign activities | 67 601 | 233 073 | 231 199 | 193 196 | 202 529 | |
| Translation differences related to deconsolidated subsidiary reclassified to profit or loss | 12 | - 118 307 |
0 | - 118 307 |
0 | 0 |
| Net total of items that may be reclassified to profit or loss in subsequent periods |
- 50 706 |
233 073 | 112 892 | 193 196 | 202 529 | |
| Actuarial gains/losses for the period (net after tax) | 0 | 0 | 0 | 0 | -491 | |
| Net total of items that will not be reclassified to profit or loss in subsequent periods | 0 | 0 | 0 | 0 | -491 | |
| Total other comprehensive income | - 50 706 |
233 073 | 112 892 | 193 196 | 202 038 | |
| Attributable to: | ||||||
| Equity holders of the parent | -58 890 | 215 941 | 79 317 | 181 913 | 186 247 | |
| Non-controlling interest | 8 184 | 17 132 | 33 575 | 11 283 | 15 791 | |
| Total comprehensive income | 2 199 302 |
117 690 | 2 191 434 |
-34 836 | -223 939 | |
| Attributable to: | ||||||
| Equity holders of the parent | 2 239 762 |
133 748 | 2 255 006 |
18 702 | -125 078 | |
| Non-controlling interest | -40 460 | -16 058 | -63 573 | -53 538 | -98 861 |
| (NOK 1000) | Note | 30.06.2023 | 30.06.2022 | 31.12.2022 |
|---|---|---|---|---|
| Unaudited | Unaudited | Audited | ||
| ASSETS | ||||
| Property, plant, and equipment | 4 | 948 419 | 1 268 280 |
1 336 307 |
| Right-of-use assets | 4 | 358 187 | 268 792 | 473 233 |
| Intangible assets | 5 | 1 906 293 |
2 583 657 |
2 570 853 |
| Investment in associated companies | 11, 12 | 2 117 534 |
4 286 | 53 272 |
| Other non-current financial assets | 9 | 92 258 | 8 668 | 141 429 |
| Other non-current assets | 2 645 | 2 503 | 4 942 | |
| Deferred tax assets | 0 | 13 678 | 0 | |
| Total non-current assets | 5 425 336 |
4 149 865 |
4 580 035 |
|
| Inventories | 1 285 080 |
1 510 276 |
1 546 497 |
|
| Trade receivables | 629 642 | 921 574 | 865 403 | |
| Contract assets | 0 | 5 059 | 9 488 | |
| Other current financial assets | 9 | 274 029 | 333 | 0 |
| Other current assets | 169 790 | 212 269 | 188 772 | |
| Bank deposits, cash and similar | 228 806 | 803 724 | 713 547 | |
| Total current assets | 2 587 347 |
3 453 236 |
3 323 707 |
|
| Total assets | 8 012 683 |
7 603 101 |
7 903 742 |
| (NOK 1000) | Note | 30.06.2023 | 30.06.2022 | 31.12.2022 |
|---|---|---|---|---|
| Unaudited | Unaudited | Audited | ||
| EQUITY AND LIABILITIES | ||||
| Paid-in capital | 879 768 | 2 208 135 |
2 228 442 |
|
| Other equity | 3 439 319 |
899 515 | 763 464 |
|
| Equity attributable to equity holders of the parent | 4 319 088 |
3 107 650 |
2 991 905 |
|
| Non-controlling interests | 12 | 0 | 484 471 | 476 901 |
| Total equity | 4 319 088 |
3 592 121 |
3 468 806 |
|
| Interest-bearing liabilities (non-current) | 8 | 1 445 125 |
1 640 589 |
1 482 140 |
| Lease liabilities (non-current) | 6 | 386 428 | 224 537 | 481 018 |
| Other financial liabilities (non-current) | 7 | 333 146 | 265 175 | 256 675 |
| Pension liabilities | 756 | 5 370 | 2 321 | |
| Deferred tax liabilities | 169 464 | 264 168 | 206 370 | |
| Provisions (non-current) | 8 037 | 6 737 | 6 133 | |
| Total non-current liabilities | 2 342 955 |
2 404 576 |
2 434 656 |
|
| Interest-bearing liabilities (current) | 8 | 0 | 34 585 | 234 674 |
| Lease liabilities (current) | 6 | 59 212 | 57 217 | 70 574 |
| Trade payables | 499 917 | 550 681 | 572 569 | |
| Contract liabilities | 396 123 | 446 287 | 548 643 | |
| Other financial liabilities (current) | 7, 9 | 0 | 73 871 | 75 051 |
| Income tax payable | 58 258 | 58 238 | 53 057 |
|
| Other current liabilities | 261 088 | 302 351 | 343 154 | |
| Provisions (current) | 76 043 | 81 174 | 102 557 | |
| Total current liabilities | 1 350 641 |
1 604 405 |
2 000 280 |
|
| Total liabilities | 3 693 596 |
4 010 981 |
4 434 935 |
|
| Total equity and liabilities | 8 012 683 |
7 603 101 |
7 903 742 |
| (NOK 1000) | Note | Q2 2023 |
Q2 2022 |
YTD 2023 |
YTD 2022 |
2022 |
|---|---|---|---|---|---|---|
| Profit before taxes from continuing operations |
59 353 | 15 704 | 37 349 | 33 895 | 23 781 | |
| 1) Profit before taxes from discontinued operations |
13 | 2 201 420 |
- 123 435 |
2 046 718 |
- 242 899 |
- 440 898 |
| Profit before taxes | 2 260 773 |
-107 731 | 2 084 067 |
- 209 004 |
- 417 118 |
|
| Adjustments to reconcile profit before taxes to net cash flows: | ||||||
| Gain from deconsolidation of Hexagon Purus |
12 | - 2 351 302 |
0 | - 2 351 302 |
0 | 0 |
| Depreciation, amortization and impairment | 4,5 | 95 938 | 80 921 | 185 214 | 157 862 | 332 162 |
| Net interest expense | 67 038 | 14 226 | 116 730 | 25 323 | 91 117 | |
| Changes in net operating working capital (2) | - 43 272 |
- 254 075 |
14 838 | -78 781 | 60 984 | |
| Other adjustments to operating cash flow | - 98 935 |
142 698 | - 86 200 |
29 592 | 31 443 | |
| Net cash flow from operating activities | - 69 760 |
- 123 961 |
- 37 013 |
-75 008 | 98 588 | |
| Purchase of property, plant & equipment, net of proceeds from sale | 4 | - 152 316 |
- 121 224 |
- 299 702 |
-248 935 | -346 207 |
| Purchase of intangible assets | 5 | - 14 917 |
- 18 578 |
- 32 616 |
-34 629 | -75 729 |
| Interest received | 12 973 | 2 832 | 21 985 | 4 208 | 15 207 | |
| Investment in associated companies | 11 | - 29 305 |
0 | - 29 305 |
0 | -65 379 |
| Other investments | - 22 745 |
- 8 276 |
- 34 341 |
- 8 302 |
-45 319 | |
| Net cash flow from investing activities | - 206 310 |
- 145 246 |
- 374 069 |
-287 659 | -517 428 | |
| Net repayment (-) / proceeds (+) from interest bearing loans | 8 | - 174 154 |
61 911 | 527 818 | 492 526 | 534 747 |
| Interest payments on interest-bearing liabilities | - 51 573 |
- 17 556 |
- 103 483 |
-26 735 | -89 502 | |
| Repayment of lease liabilities (incl. Interests) | 6 | - 29 277 |
- 16 911 |
- 57 866 |
-38 760 | -83 485 |
| Net proceeds from share capital increase (subsidiary) | 91 662 | 0 | 576 180 | 154 108 | 189 043 | |
| Net proceeds from purchase (-) and sale (+) of own shares | 0 | 0 | - 13 671 |
-30 495 | -30 495 | |
| Net cash flow from financing activities | - 163 341 |
27 444 | 928 978 | 550 644 | 520 309 | |
| Net change in cash and cash equivalents | - 439 411 |
- 241 763 |
517 896 | 187 977 | 101 469 | |
| Net currency exchange differences | - 8 362 |
16 352 | - 29 224 |
15 539 | 11 869 | |
| Cash and cash equivalents in Hexagon Purus derecognized due to deconsolidation |
12 | - 973 413 |
0 | 973 413 | 0 | 0 |
| Cash and cash equivalents at start of period | 1 649 991 |
1 029 135 |
713 547 | 600 209 | 600 209 | |
| Cash and cash equivalents at end of period | 228 806 | 803 724 | 228 806 | 803 724 | 713 547 | |
| Available unused credit facilities 2) |
250 000 | 85 908 | 250 000 | 85 908 | 360 769 | |
| hereof available unused credit facilities related to Hexagon Purus |
0 | 21 487 | 0 | 21 487 | 15 771 |
1) The cash flow statement is presented including Hexagon Purus (discontinued operations) for the periods up to and including Q2-2023.
2) Net operating working capital consists of net changes in inventories, trade receivables, contract assets, trade payables and contract liabilities.
| Share Own Share Other paid Translation Other holders of controlling Total (NOK 1 000) Note capital shares premium in capital differences equity parent interests equity As of 01.01.2022 20 162 -85 2 075 999 98 226 94 398 817 591 3 106 291 378 010 3 484 301 Profit/loss for the period - 163 211 -163 211 -64 822 -228 032 Other comprehensive income for the period 181 913 181 913 11 283 193 196 Share-based payments 13 817 3 830 17 647 1 396 19 043 Movement in own shares etc. 15 -30 510 -30 495 -30 495 Share capital increase capital in subsidiary 160 242 160 242 Transaction cost related to capital increase in subsidiary -4 496 - 4 495 - 1 638 - 6 134 As of 30.06.2022 20 162 -69 2 075 999 112 043 276 311 623 205 3 107 650 484 471 3 592 121 As of 01.01.2022 20 162 -85 2 075 999 98 226 94 398 817 591 3 106 291 378 010 3 484 301 Profit/loss for the period -311 326 -311 326 -114 652 -425 977 Other comprehensive income for the period 186 738 -491 186 248 15 791 202 038 Share-based payments 34 120 11 563 45 682 4 213 49 895 Movement in own shares etc. 20 -30 514 -30 495 -30 495 Share capital increase capital in subsidiary 0 160 242 160 242 Transaction cost related to capital increase in subsidiary -4 496 -4 496 -1 638 -6 134 Share capital increase in other subsidiaries 0 34 935 34 935 As of 31.12.2022 20 162 -65 2 075 999 132 346 281 136 482 327 2 991 905 476 901 3 468 806 As of 01.01.2023 20 162 -65 2 075 999 132 346 281 136 482 327 2 991 905 476 901 3 468 806 Profit/loss for the period 2 175 690 2 175 690 - 97 148 2 078 542 Other comprehensive income for the period 12 79 317 79 317 33 575 112 892 Share-based payments 20 726 6 559 27 285 3 032 30 317 Movement in own shares etc. 56 -13 727 - 13 671 -13 671 Share capital increase capital in subsidiary 260 942 260 942 239 058 500 000 Transaction cost related to capital increase in subsidiary -17 793 -17 793 - 8 224 -26 018 Share capital increase in other subsidiaries 102 198 102 198 Convertible bonds – equity component 8 190 363 190 363 87 989 278 352 Convertible bonds – transaction cost equity component 8 - 5 495 - 5 495 - 2 540 - 8 034 Dividend in kind 12 - 1 369 455 - 1 369 455 - 1 369 455 Derecognition of non-controlling interests related to 12 deconsolidation of subsidiary - 834 841 -834 841 As of 30.06.2023 20 162 -9 706 544 153 072 360 453 3 078 866 4 319 088 0 4 319 088 |
Equity | Non | |||||
|---|---|---|---|---|---|---|---|
The condensed consolidated interim financial statements for the first half of 2023, which ended 30 June 2023, comprise Hexagon Composites ASA and its subsidiaries (together referred to as "the Group"). The company's headquarters are at Korsegata 4B, 6002 Aalesund, Norway. Hexagon Composites ASA is listed on the Oslo Stock Exchange under the ticker HEX.
These condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting. They do not include all of the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of The Group for the year which ended 31 December 2022.
For a more detailed description of accounting principles see the consolidated financial statements for 2022, available on the Company's website www.hexagongroup.com/investors
The accounting principles used in the preparation of these interim accounts are the same as those applied to the consolidated financial statements for 2022. However, the following accounting principle related to discontinued operations was not described in the consolidated financial statements for 2022 and is thus described herein. In the event of a deconsolidation – if the disposal group being deconsolidated comprises a material business segment or operation, the profit or loss after taxes associated with the disposal group is reported separately as discontinued operations in the statement of income. The previous period's income statements are restated accordingly. The profit after taxes from discontinued operations comprises the discontinued operation's current earnings and the gain or loss from deconsolidation.
The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.
These condensed consolidated interim financial statements were approved by the Board of Directors on 16 August 2023.
The preparation of the interim accounts entails the use of valuations, estimates and assumptions that affect the application of the accounting policies and the amounts recognized as assets and liabilities, income, and expenses. The actual results may deviate from these estimates. The material assessments underlying the application of the Group's accounting policy and the main sources of uncertainty are the same as for the consolidated accounts for 2022.
| Q2 2023 | Q2 2022 | YTD 2023 | YTD 2022 | 2022 |
|---|---|---|---|---|
| Unaudited | Unaudited | Unaudited | Unaudited | Audited |
| 994 387 | 761 988 | 1 787 232 |
1 450 403 |
3 204 885 |
| 0 | 0 | 0 | 0 | 0 |
| 114 912 | 54 830 | 219 187 | 95 525 | 260 981 |
| 63 | 3 | 193 | 3 | 8 093 |
| 1 109 361 |
816 821 | 2 006 612 |
1 545 930 |
3 473 959 |
| 995 | 974 | 2 035 | 2 672 | 3 919 |
| 1 110 356 |
817 795 | 2 008 647 |
1 548 602 |
3 477 878 |
| 111 498 | 63 006 | 145 407 | 115 253 | 208 988 |
| 61 838 | 21 029 | 48 731 | 33 350 | 28 186 |
| 4 626 550 |
4 377 183 |
4 550 321 |
||
| 1 956 560 |
1 940 341 |
2 104 101 |
||
| Hexagon Ragasco | |||||
|---|---|---|---|---|---|
| Sale of cylinders, systems, and equipment (at point in time) | 207 427 | 189 966 | 395 031 | 350 185 | 701 029 |
| Sale of systems, services, and funded development (transferred over time) | 0 | 0 | 0 | 0 | 0 |
| Sales of cylinders, systems, and equipment to group- and associated companies |
2 826 | 1 852 | 3 493 | 3 190 | 4 977 |
| Other operating income | 147 | 80 | 173 | 122 | 210 |
| Total revenue from contract with customers | 210 399 | 191 897 | 398 697 | 353 497 | 706 216 |
| Rental income | 0 | 0 | 0 | 0 | 0 |
| Total revenue and other operating income | 210 399 | 191 897 | 398 697 | 353 497 | 706 216 |
| Segment operating profit before depreciation (EBITDA) Segment operating profit (EBIT) |
37 489 27 369 |
28 945 19 748 |
84 569 65 299 |
62 036 43 691 |
123 256 86 362 |
| Segment assets | 649 114 | 542 918 | 581 399 |
| (NOK 1000) | Q2 2023 | Q2 2022 | YTD 2023 | YTD 2022 | 2022 |
|---|---|---|---|---|---|
| Unaudited | Unaudited | Unaudited | Unaudited | Audited | |
| Hexagon Digital Wave | |||||
| Sale of cylinders, systems, and equipment (at point in time) | 37 095 | 20 095 | 73 256 | 31 099 | 89 297 |
| Sale of systems, services, and funded development (transferred over time) | 0 | 0 | 0 | 0 | 0 |
| Sales of cylinders, systems, and equipment to group- and associated companies |
2 552 | 4 891 | 11 025 | 8 830 | 24 679 |
| Other operating income | 482 | 582 | 1 189 | 875 | 2 025 |
| Total revenue and other operating income | 40 130 | 25 568 | 85 469 | 40 804 | 116 001 |
| Rental income | 0 | 0 | 0 | 0 | 0 |
| Total revenue | 40 130 | 25 568 | 85 469 | 40 804 | 116 001 |
| Segment operating profit before depreciation (EBITDA) | 618 | 2 514 | 2 518 | - 1 589 |
6 715 |
| Segment operating profit (EBIT) | - 1 109 |
1 176 | - 808 |
- 4 176 |
1 193 |
| Segment assets | 129 523 | 98 270 | 109 677 | ||
| Segment liabilities | 60 700 | 137 472 | 46 015 |
Due to the deconsolidation of Hexagon Purus as of 29 June 2023, Hexagon Purus is no longer regarded as a separate segment within the Hexagon Group. Hexagon Purus financials are presented as discontinued operations in note 13. See also note 12 for further information related to the deconsolidation of Hexagon Purus.
| 2023 | 2022 | ||||||
|---|---|---|---|---|---|---|---|
| Property, plant, | Right of use | Property, plant, | Right of use | ||||
| (NOK 1000) | and equipment | assets | Total 2023 | and equipment | assets | Total 2022 | |
| Carrying value as of 01.01 | 1 336 307 |
473 233 |
1 809 539 |
1 010 625 |
282 309 | 1 292 934 |
|
| Additions | 299 702 | 53 968 | 353 670 | 248 935 | 6 540 | 255 476 | |
| Depreciations from continuing operations |
- 61 345 |
- 33 391 |
- 94 736 |
- 57 859 |
- 25 687 |
- 83 546 |
|
| Depreciations from discontinued operations, Hexagon Purus (note 13) |
- 21 103 |
- 13 881 |
- 34 984 |
- 16 098 |
- 11 010 |
- 27 108 |
|
| Currency translation differences | 120 637 | 37 550 | 158 188 | 82 677 | 16 640 | 99 317 | |
| Derecognition from deconsolidation of Hexagon Purus (note 12) |
- 725 778 |
- 159 292 |
- 885 070 |
0 | 0 | 0 | |
| Carrying value as of 30.06 | 948 419 | 358 187 | 1 306 607 |
1 268 280 |
268 792 | 1 537 072 |
| 2023 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Other | Other | |||||||
| Customer | intangible | Customer | intangible | |||||
| (NOK 1000) | Goodwill | relationships | assets1) | Total 2023 | Goodwill | relationships | assets1) | Total 2022 |
| Carrying value as of 01.01 | 1 717 097 |
363 924 | 489 833 | 2 570 853 |
1 572 788 |
387 773 | 423 963 | 2 384 524 |
| Additions | 0 | 0 | 32 616 | 32 616 | 0 | 0 | 34 629 | 34 629 |
| Amortizations from continuing operations |
0 | - 15 586 |
- 16 136 |
- 31 722 |
0 | - 13 628 |
- 14 893 |
- 28 521 |
| Amortizations from discontinued operations, Hexagon Purus (note 13) |
- 10 737 |
- 13 035 |
- 23 772 |
0 | - 9 464 |
- 9 224 |
- 18 687 |
|
| Currency translation differences | 167 882 | 34 934 | 30 047 | 232 863 | 146 628 | 25 051 | 40 033 | 211 712 |
| Derecognition from deconsolidation of Hexagon Purus (note 12) |
- 583 031 |
- 90 553 |
-200 962 | - 874 545 |
0 | 0 | 0 | 0 |
| Carrying value as of 30.06 | 1 301 949 |
281 983 | 322 362 | 1 906 293 |
1 719 416 |
389 732 | 474 509 | 2 583 657 |
1) Other intangible assets consist of technology and development, patents and licenses and other rights
Intangible assets are reviewed each quarter for impairment indicators, including market changes, technological development, order backlog and other changes that might potentially reduce the value of the assets. For goodwill, impairment tests are performed annually in the fourth quarter, or immediately in the case of an impairment indicator. Goodwill is tested using the value in use approach determined by discounting expected future cash flows. If the impairment test reveals that an asset's carrying amount is higher than its value in use, an impairment loss will be recognized. During the quarter there were no indicators of impairment of intangible assets.
| (NOK 1000) | 2023 | 2022 |
|---|---|---|
| Carrying value as of 01.01 | 551 592 | 292 731 |
| New lease liabilities recognized in the period | 53 968 | 6 540 |
| Cash payments for the principal portion of the lease liability | - 39 880 |
- 34 771 |
| Cash payments for the interest portion of the lease liability | - 17 986 |
- 3 989 |
| Interest on lease liabilities | 17 986 | 3 989 |
| Currency translation differences | 43 768 | 17 524 |
| Derecognition from deconsolidation of Hexagon Purus | - 163 807 |
0 |
| Carrying value as of 30.06 | 445 640 | 281 754 |
Lease liabilities are to a large extent related to lease agreements for office- and production premises, in addition to some vehicles, machinery and equipment.
| Reclass. | Derecognition | |||||||
|---|---|---|---|---|---|---|---|---|
| Carrying | Additions | Settlements | from non | from | Carrying | |||
| value | Fair value | in the | in the | current to | Currency | deconsolidation of | value | |
| (NOK 1000) | 01.01.2023 | adjustment | period | period | current | translation | Hexagon Purus | 30.06.2023 |
| Cross currency swap (fair value) | 216 885 | 116 260 |
333 146 | |||||
| Contingent liabilities from business combinations (fair value) | 39 789 | 0 | 0 | 0 | - 39 789 |
0 | 0 | 0 |
| Total non-current other financial liabilities | 256 675 | 116 260 |
0 | 0 | 0 | 0 | 0 | 333 146 |
| Deferred payment from business combination (amortized cost) | 45 776 | - 52 267 |
6 491 |
0 | ||||
| Contingent liabilities from business combinations (fair value) | 29 275 | - 33 426 |
39 789 | 8 655 | - 44 294 |
0 | ||
| Total current other financial liabilities | 75 051 | 0 | 0 | - 85 693 |
39 789 | 15 146 | - 44 294 |
0 |
The table above and below shows the movements of current and non-current other financial liabilities in the period. Deferred payments and contingent liabilities are related to the acquisition of Wystrach and Wyrent in 2021 within Hexagon Purus. The remaining liabilities related to this acquisition were derecognized from the Hexagon group accounts following the deconsolidation of Hexagon Purus as of 29 June 2023. This is reflected in a separate column in the table above.
| Reclass. | Derecognition | |||||||
|---|---|---|---|---|---|---|---|---|
| Carrying | Additions | Settlements | from non | from | Carrying | |||
| value | Fair value | in the | in the | current to | Currency | deconsolidation of | value | |
| (NOK 1000) | 01.01.2022 | adjustment | period | period | current | translation | Hexagon Purus | 30.06.2022 |
| Cross currency swap (fair value) | 81 423 | 144 588 |
226 011 | |||||
| Deferred payment from business combination (amortized cost) | 43 490 | - 45 056 |
1 566 |
0 | ||||
| Contingent liabilities from business combinations (fair value) | 65 616 | - 28 815 |
2 363 |
39 163 | ||||
| Total non-current other financial liabilities | 190 529 | 144 588 | 0 | 0 | - 73 871 |
3 929 | 0 | 265 175 |
| Deferred payment from business combination (amortized cost) | 0 | 45 056 | 45 056 | |||||
| Contingent liabilities from business combinations (fair value) | 0 | 28 815 |
28 815 | |||||
| Other financial liabilities | 0 | 0 | ||||||
| Total current other financial liabilities | 0 | 0 | 0 | 0 | 73 871 | 0 | 0 | 73 871 |
| 2023 | 2022 | ||||||
|---|---|---|---|---|---|---|---|
| (NOK 1000) | Non-current Bond loan |
Non-current Bank loans |
Current Bank loans |
Total 2023 | Non-current Bank loans |
Current Bank loans |
Total 2022 |
| Liabilities as of 01.01 | 0 | 1 482 140 |
234 674 | 1 716 814 |
1 166 057 |
13 635 | 1 179 692 |
| with cash settlement: Financing activities |
|||||||
| - New liabilities |
800 000 | 800 000 | 471 576 | 20 951 | 492 527 | ||
| - Transaction costs |
-23 091 | - 23 091 |
|||||
| - Repayment of liabilities |
- 15 398 |
- 233 693 |
- 249 090 |
||||
| without cash settlement: Financing activities |
|||||||
| - Equity component of convertible bond (less transaction costs) |
- 270 318 |
- 270 318 |
|||||
| - Currency translation differences |
5 421 | 5 421 | 1 705 | 1 705 | |||
| - Other transactions without cash settlement |
21 024 | 3 516 | 24 540 | 1 250 | 1 250 | ||
| - Derecognition from deconsolidation of Hexagon Purus |
- 527 615 |
- 30 554 |
- 982 |
- 559 151 |
|||
| Liabilities as of 30.06 | 0 | 1 445 125 |
0 | 1 445 125 |
1 640 589 |
34 585 | 1 675 174 |
The principal loan financing facility in Hexagon Composites ASA is a Senior Secured bilateral facility with DNB Bank and Danske Bank. The overall size of the committed facility as of the end of the current period was NOK 1 700 million, comprising a term loan of NOK 1 100 million, an overdraft facility of NOK 250 million, a multi-currency revolving credit facility (RCF) of NOK 350 million. As of quarter-end, total drawings amounted to NOK 1 445 million. All financial covenants related to the financing facility agreement were compliant per quarter-end.
As a result of the deconsolidation of Hexagon Purus as described in note 12, Hexagon Purus' interest-bearing debt as of 29 June, consisting mainly of the debt component of a NOK 800 million convertible bond, was derecognized from the group accounts of Hexagon Composites.
For financial instruments that are recognized at fair value on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization at the end of each reporting period.
The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
Level 1: Quoted (unadjusted) prices in active markets for identical assets or liabilities Level 2: Other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly Level 3: Techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data
There were no transfers from one level to another in the measurement hierarchy from 2022 to the 2nd quarter of 2023. Hexagon Group has no items defined as level 1. Set out below is a comparison of the carrying amount and the fair value of financial instruments as of 30.06.2023 and 31.12.2022.
| 30.06.2023 | 31.12.2022 | |||||
|---|---|---|---|---|---|---|
| (NOK 1000) | Level | Carrying amount | Fair value | Carrying amount | Fair value | |
| Financial assets: | ||||||
| 1) Other non-current financial assets |
2 | 92 258 | 92 258 | 141 429 | 141 429 | |
| 2) Other current financial assets |
2 | 274 029 | 274 029 | 0 | 0 | |
| Total financial assets | 366 287 | 366 287 | 141 429 | 141 429 |
||
| Financial liabilities: | ||||||
| Bank loans (incl. amortized transaction costs) | 2 | 1 445 125 |
1 450 000 |
1 482 140 |
1 489 674 |
|
| Lease liabilities | 2 | 445 640 | 445 640 | 551 592 | 551 592 | |
| Non-current contingent liabilities | 3 | 0 | 0 | 39 789 | 39 789 |
|
| Other non-current financial liabilities | 3 | 333 146 | 333 146 | 216 885 | 216 885 | |
| Current interest-bearing liabilities | 2 | 0 | 0 | 234 674 | 234 674 | |
| Other current financial liabilities (amortized cost) |
2 | 0 | 0 | 75 051 | 75 051 | |
| Total financial liabilities | 2 223 910 |
2 228 786 |
2 600 132 |
2 607 666 |
1) Other non-current financial assets relate largely to loans granted to Cryoshelter BioLNG
2) Other current financial assets of NOK 274 million relate to the proceeds for the sale of 13,8 million shares in Hexagon Purus associated with a total return swap (TRS) entered into on 29 June 2023. Proceeds were received on 3 July 2023.
On 29 June 2023, Hexagon Composites entered into a total return swap (TRS) with financial exposure to 13 839 872 shares in Hexagon Purus ASA, representing 5% of the total outstanding shares in Hexagon Purus ASA. The total return swap gives Hexagon Composites financial exposure to any change in the fair value of the underlying 13 839 872 shares from the initial amount of NOK 19.80 per share. The TRS is classified as a financial derivative with changes in fair value to be recognized through profit or loss. As of the end of the quarter, there were no changes to the fair value of the TRS.
The Company has a performance share units program (PSUs) and a restricted share units program (RSUs) covering certain employees in senior positions.
All PSUs are non-transferable and will vest subject to satisfaction of the applicable vesting conditions (fulfilling revenue, group EBITDA and share price targets). The actual number of PSUs vested will depend on performance and vary from minimum zero to the maximum awarded PSUs in each program. Each vested PSU will give the holder the right to receive one share in the Company at an exercise price corresponding to the par value of the shares being NOK 0.10.
| Performance share units programs (PSUs) | Issued 2020 | Issued 2021 | Issued 2022 | Issued 2023 |
|---|---|---|---|---|
| Maximum number | 3 711 634 | 1 734 990 | 2 660 082 |
3 085 146 |
| Exercise price (NOK) (in the case of new shares issued) |
0.10 | 0.10 | 0.10 | 0.10 |
| Vesting period | 3 years | 3 years | 3 years | 3 years |
| Exercised Q1 | ||||
| Expiry | 20231) | Q1 2024 | Q1 2025 | Q1 2026 |
1) During the 1st half of 2023 905,887 PSUs have been exercised at the weighted average share price (incl. dividend) of NOK 33.30.
The RSUs are subject to continued employment three years after date of grant, and each participant will at such time receive such number of Hexagon shares as corresponds to the number of RSUs allocated to them.
| Restricted share units programs (RSUs) | Issued 2020 | Issued 2021 | Issued 2022 | Issued 2023 |
|---|---|---|---|---|
| Number of RSUs | 70 000 | 100 000 | 200 000 | 149 000 |
| Exercise price (NOK) (in the case of new shares issued) |
0.10 | 0.10 | 0.10 | 0.10 |
| Vesting period | 3 years | 3 years | 3 years | 3 years |
| Expiry | Q3 2023 | Q3 2024 | Q3 2025 | Q2 2026 |
The fair value of the PSUs and RSUs was calculated on the grant date, based on the Black-Scholes model, and the cost is recognized over the service period. Cost associated with programs were NOK 20.0 million YTD 30.06.2023. The cost for the second quarter was NOK 9.6 million. The fair value of all outstanding PSUs (maximum 6,236,504) and RSUs (483,500) is estimated to NOK 98.5 million per 30 June 2023. Following the dividend in kind on 29 June, the maximum number of PSUs and RSUs will be adjusted by 35% for PSUs and RSUs issued in 2021, 2022 and 2023 to preserve the value of the granted instruments. In addition to the above-mentioned instruments, the Company has issued bonus arrangements to certain executives within the Group. The bonus arrangements are dependent upon the share price development of Hexagon Purus ASA and is converted to a given number of cash settlement options in Hexagon Purus ASA, for the purpose of calculating quarterly fair values using the Black-Scholes model. These cash settlement arrangements involved total expenses of NOK 1.9 million YTD 30.06.2023. Expenses for the second quarter amounted to NOK -4.2 million. Remaining unamortized accrual is estimated to MNOK 4.9 million as of 30 June 2023.
For share-based payment in Hexagon Purus ASA, which are a part of the profit and loss of Hexagon Composites up until 30.06.2023, see quarterly financials at hexagonpurus.com.
| Significant associated companies | Country | Business segment |
Ownership 31.12.2022 |
Ownership 31.03.2023 |
Ownership 30.06.2023 |
Accounting method |
|---|---|---|---|---|---|---|
| Hexagon Purus ASA 1) Cryoshelter BioLNG GmbH 2) |
Norway Austria |
Other Agility |
40,0% | 40,0% | 38,4% 40,0% |
Equity method Equity method |
1) Hexagon Purus is being accounted for as an associated company applying the equity method as of 29.06.2023 following loss of control and deconsolidation of the company as a subsidiary effective on the same date
2) Acquired on 01.08.2022 and classified as associated companies effective from the same date
| Hexagon Purus | Cryoshelter BioLNG | Total | ||||
|---|---|---|---|---|---|---|
| (NOK 1000) | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 |
| Share of profit after tax | 0 | 0 | - 5 715 |
0 | - 5 715 |
0 |
| 1) PPA amortizations associated companies |
0 | 0 | - 1 316 |
0 | - 1 316 |
0 |
| Gain on loss of significant influence | 0 | 0 | 0 | 0 | 0 | 0 |
| Total profit/loss from investments in associates per 30.06 | 0 | 0 | - 7 032 |
0 | - 7 032 |
0 |
| Hexagon Purus | Cryoshelter BioLNG | Other associates | Total | |||||
|---|---|---|---|---|---|---|---|---|
| (NOK 1000) | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 |
| Carrying value as of 01.01 |
0 | 0 | 20 243 | 0 | 33 029 | 7 024 | 53 272 | 7 024 |
| Share of profit after tax incl. PPA amortizations | 0 | 0 | - 7 032 |
0 | - 4 402 |
- 2 738 |
- 11 433 |
- 2 738 |
| Share capital contributions | 0 | 0 | 0 | 0 | 29 305 | 0 | 29 305 | 0 |
| Initial fair value recognition upon classification as associated | ||||||||
| company (see also note 12) | 2 378 695 |
0 | 0 | 0 | 0 | 0 | 2 378 695 |
0 |
| Sale of shares | - 274 029 |
- 274 029 |
||||||
| Derecognition of associates following deconsolidation of | ||||||||
| Hexagon Purus (see also note 12) | 0 | 0 | 0 | 0 | - 57 804 |
0 | - 57 804 |
0 |
| Currency translation effects | 0 | 0 | - 343 |
0 | - 128 |
0 | - 470 |
|
| Carrying value as of 30.06 | 2 104 665 |
0 | 12 869 | 0 | 0 | 4 286 | 2 117 534 |
4 286 |
Following loss of control and deconsolidation of Hexagon Purus as a subsidiary effective from 29 June 2023, Hexagon Composites' investment in Hexagon Purus is now being accounted for as an associated company applying the equity method. On 29 June 2023, following the dividend-in-kind decision, Hexagon Composites' ownership in Hexagon Purus was effectively reduced to 43.4%. The initial recognition and measurement of Hexagon Purus under the equity method amounted to NOK 2 379 million, representing 43.4% of the fair market value of Hexagon Purus on 29 June. Furthermore, on 29 June, Hexagon Composites sold 13.8 million Hexagon Purus shares and simultaneously entered into a total return swap (TRS) representing 5% of the total outstanding shares in Hexagon Purus. The transaction was closed at NOK 19.80 per share for a total consideration of NOK 274 million. Based on the substance of the agreements and the circumstances for the sale, the sale of shares associated with the TRS agreements is accounted for as a reduction in ownership of an associate. Since the sale of shares under the TRS agreement was made subsequently on the same date as the loss-of-control event, the sale represented a zero-gain transaction. From 29 June and onwards, Hexagon Composites will account for 38.4% of the profits/losses in Hexagon Purus via the equity method, including any purchase price allocation (PPA) amortizations effects. See also note 12 for further information related to the deconsolidation of Hexagon Purus.
On 01.08.2022, Hexagon Composites made a EUR 2,4 (NOK 24) million investment and acquired 40% of the shares in Cryoshelter BioLNG GmbH, with options to acquire the remaining shares over the next 3-10 years. As the transaction took place in August 2022, there are thus no comparable figures for the Cryoshelter BioLNG per Q2 last year. The table below shows the purchase price allocation as of 01.08.2022.
Other associates relate to associated companies of Hexagon Purus. As a result of the deconsolidation of Hexagon Purus effective 29 June 2023, these associated companies were derecognized from the group accounts of Hexagon Composites. The total carrying amount derecognized amounted to NOK 57.8 million.
The purchase price allocation of Hexagon Purus as of 29 June 2023 is on the date of publication of this report not finalized. Preliminary values are shown in the table below.
| (NOK 1000) | Hexagon Purus | Cryoshelter BioLNG | ||
|---|---|---|---|---|
| Ownership for PPA purposes: |
43,4% | 40,0% | ||
| PPA assessment as of: | 29.06.2023 | 01.08.2022 | ||
| Status of PPA: | Preliminary | Final | ||
| Hexagon's fair value recognition / purchase price | 2 378 695 |
23 898 | ||
| Book values as of recognition / acquisition date (100% basis): |
||||
| Non-current assets | 1 917 324 |
2 715 | ||
| Current assets | 1 900 183 |
2 351 | ||
| Non-current liabilities | 738 189 | 3 946 | ||
| Current liabilities | 731 11 | 21 603 | ||
| Equity book value 100% basis | 2 348 204 |
- 20 482 |
||
| Hexagon's share of equity book value | 1 019 171 |
- 8 193 |
||
| Fair value / PPA adjustments: | 1 359 524 |
100% | 32 091 | 100% |
| - hereof intangible assets |
407 857 | 30% | 942 1) 22 |
71% |
| - hereof goodwill |
951 667 | 70% | 9 148 | 29% |
1) Intangible assets for Cryoshelter BioLNG represent LNG technology with an estimated useful lifetime of 10 years.
On 29 June 2023, the Board of Hexagon Composites decided to use its mandate from the extraordinary general meeting on 28 June, to distribute 69,2 million shares in Hexagon Purus ASA ("Hexagon Purus") as dividend in kind to its shareholders. The distribution represented 25% of the total outstanding shares in Hexagon Purus and effectively reduced Hexagon's ownership in Hexagon Purus from 68,4% to 43,4%. On the same day and subsequent of the Board meeting, Hexagon sold, and entered into a total return swap (TRS) agreements with its Nordic Banking Partners, representing 5% of the total outstanding shares in Hexagon Purus, or 13,8 million shares. Since 29 June, Hexagon holds 38,4% of the voting rights (106,3 million shares) in Hexagon Purus and a total return swap of 5% (13.8 million shares).
Following the above-mentioned events, Hexagon management made a reassessment of its control consideration in Hexagon Purus, and after considering all relevant facts and circumstances, management concluded that control was lost as of 29 June. Key factors pertaining to this conclusion were the reduced voting rights to 38,4% in itself coupled with an irrevocable public statement from the Board of Hexagon Composites which effectively limits Hexagon's Board influence and power in the Board of Purus to a non-controlling party for the foreseeable future. See the full statement from the Board of Hexagon Composites in the stock exchange announcement from 29 June, https://newsweb.oslobors.no/message/594467)
As a result of the loss of control in Hexagon Purus on 29 June, Hexagon derecognized all assets and liabilities, including non-controlling interests, associated with Hexagon Purus as of 29 June. The table below shows the one-off accounting gain resulting from the deconsolidation of Hexagon Purus as of 29 June.
| Gain from deconsolidation of Hexagon Purus | ||
|---|---|---|
| (NOK 1000) | ||
| Fair value of Hexagon Purus shares distributed as dividend in kind (69 164 402 shares x NOK 19.80 per share) |
1 369 455 |
|
| Fair vale recognition of retained Hexagon Purus shares as associated company (120 136 095 shares x NOK 19.80 per share) |
2 378 695 |
|
| a) | Total consideration of Hexagon Composites' share in Hexagon Purus | 3 748 150 |
| Derecognition book value of net assets related to Hexagon Purus | 2 348 204 |
|
| Derecognition book value of non-controlling interests related to Hexagon Purus | - 834 841 |
|
| b) | Total book values related to Hexagon Purus derecognized | 1 513 363 |
| c) | Reclassification of positive FX translation differences from OCI to profit/loss related to Hexagon Purus | 118 307 |
| a-b+c) | Gain from deconsolidation of Hexagon Purus | 2 353 094 |
| Income tax from deconsolidation of Hexagon Purus | 0 | |
| Transaction costs directly related to the deconsolidation of Hexagon Purus |
1 792 | |
| Net gain from deconsolidation of Hexagon Purus (as reported) |
2 351 302 |
As of the end of Q2 2023, Hexagon Purus is classified as an associated company and accounted for using the equity method effective from 29 June 2023 and onwards. See also note 11 for further information related to Hexagon Purus as an associated company.
The after-tax profit or loss from discontinued operations relate to Hexagon Purus which was deconsolidated as of 29 June 2023. See also note 12 for further information related to the deconsolidation.
As Hexagon Purus represented a separate major line of business and a separate segment within the Hexagon Group prior to deconsolidation, the component represents a discontinued operation and is thus presented as such. The profit or loss from discontinued operations (Hexagon Purus) breaks down as follows:
| (NOK 1000) | Q2 2023 | Q2 2022 | YTD 2023 | YTD 2022 | 2022 |
|---|---|---|---|---|---|
| Total revenue and other operating income | 329 567 |
210 109 | 573 544 |
369 156 | 963 925 |
| Cost of materials | 178 673 | 137 716 | 334 830 | 202 874 | 588 525 |
| Payroll and social security expenses | 156 472 | 100 414 | 295 899 | 195 044 | 443 496 |
| Other operating expenses | 83 441 | 83 515 | 143 846 | 175 586 | 337 408 |
| Total operating expenses before depreciation | 418 586 | 321 646 | 774 575 | 573 504 | 1 369 430 |
| Operating profit before depreciation and amortization (EBITDA) | - 89 019 |
- 111 537 |
- 201 031 |
- 204 348 |
- 405 505 |
| Depreciation, amortization, and impairment | 30 955 | 23 732 | 58 756 | 45 796 | 95 089 |
| Operating profit (EBIT) | - 119 974 |
- 135 269 |
- 259 787 |
- 250 144 |
- 500 594 |
| Profit/loss from investments in associated companies | - 2 455 |
- 1 389 |
- 4 402 |
- 2 738 |
51 888 |
| Other financial items (net) | - 27 453 |
13 223 | - 40 395 |
9 983 | 7 808 |
| Profit/loss before taxes from discontinued operations | - 149 882 |
- 123 435 |
- 304 584 |
- 242 899 |
- 440 898 |
| Income tax expenses | - 2 434 |
838 | - 2 984 |
- 185 |
- 9 380 |
| Profit/loss after taxes from discontinued operations |
- 147 449 |
- 124 273 |
- 301 600 |
- 242 714 |
- 431 518 |
| Gain from deconsolidation of Hexagon Purus before taxes (see note 12) | 2 351 302 |
2 351 302 |
|||
| Income tax on gain from deconsolidation of Hexagon Purus | 0 | 0 | |||
| Gain from deconsolidation of subsidiary Hexagon Purus after taxes | 2 351 302 |
2 351 302 |
|||
| Profit/loss after taxes from discontinued operations according to income statement | 2 203 854 |
- 124 273 |
2 049 703 |
- 242 714 |
- 431 518 |
There have not been any other significant events after the balance sheet date that have not already been disclosed in this report.
A total of 8,967,733 shares (Q1: 11,78,349 shares) in Hexagon Composites ASA were traded on the Oslo Stock exchange during the second quarter of 2023. In the quarter, the share price moved between NOK 19.29 (NOK 21.75) and NOK 24.74 (NOK 30.28), ending the quarter at NOK 20.84, giving a market capitalization of NOK 4.2 billion (5.1 NOK billion) for the Company. For further investor information, refer to the investor section on www.hexagongroup.com.
Unit of pressure. 1 millibar = 100 N/m2
Produced from raw materials such as agricultural waste, manure, municipal waste, plant material, sewage, green waste, or food waste
Propane produced from renewable feedstocks such as plant and vegetable waste material
Battery Electric Vehicle
The base frame of a car, carriage, or other wheeled vehicle
Compressed Hydrogen Gas
CNG
Compressed Natural Gas
Carbon Dioxide
Combination of glass/carbon fiber and thermosetting plastic, exploiting the malleability of the plastic and the stiffness and strength of the glass/ carbon fiber
Earnings before interests and taxes
Earnings before interest, taxes, depreciation, and amortization
Electric Vehicle
Fuel Cell Electric Vehicle
Greenhouse Gas
GVW Gross Vehicle Weight
HDV Heavy-Duty Vehicle
Hydrogen, light, colorless gas (Symbol H), produced on an industrial scale
Legally signed contractual agreement whereby two or more parties undertake an economic activity
LDV Light-Duty Vehicle
LNG Liquefied Natural Gas
LPG Liquefied Petroleum Gas (propane gas)
MOBILE PIPELINE® Gas distribution products
NGV Natural Gas Vehicle
OEM Original Equipment Manufacturer
X-STORE® High-pressure composite cylinder for bulk transportation and storage of CNG
Renewable Natural Gas Pipeline compatible gaseous fuel derived from biogenic or other renewable sources that has lower lifecycle carbon dioxide equivalent (CO2- eq) emissions than geological natural gas
Self-contained breathing apparatus
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
High-pressure composite cylinder for bulk transportation and storage of CNG
High-pressure CNG cylinder for heavy duty vehicles
Steel cylinder
TYPE 2 Steel cylinder, composite-reinforced
TYPE 3 Composite cylinder with metal liner
TYPE 4 Composite cylinder with polymer liner
U.S. DOT U.S. Department of Transportation
This quarterly report (the "Report") has been prepared by Hexagon Composites ASA ("Hexagon" or the "Company"). The Report has not been reviewed or registered with, or approved by, any public authority, stock exchange or regulated marketplace. The Company makes no representation or warranty (whether express or implied) as to the correctness or completeness of the information contained herein, and neither the Company nor any of its subsidiaries, directors, employees, or advisors assume any liability connected to the Report and/or the statements set out herein. This Report is not and does not purport to be complete in any way. The information included in this Report may contain certain forward- looking statements relating to the business, financial performance, and results of the Company and/or the industry in which it operates. Forward-looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words "believes", expects", "predicts", "intends", "projects", "plans", "estimates", "aims", "foresees", "anticipates", "targets", and similar expressions. The forward-looking statements contained in this Report, including assumptions, opinions, and views of the Company, or cited from third party sources are solely opinions and forecasts which are subject to risks, uncertainties and other factors that may cause actual events to differ materially from any anticipated development. None of the Company or its advisors or any of their parent or subsidiary undertakings or any such person's affiliates, officers or employees provides any assurance that the assumptions underlying such forward-looking statements are free from errors nor does any of them accept any responsibility for the future accuracy of the opinions expressed in this Report or the actual occurrence of the forecasted developments. The Company and its advisors assume no obligation to update any forward-looking statements or to conform these forward-looking statements to the Company's actual results. Investors are advised, however, to inform themselves about any further public disclosures made by the Company, such as filings made with the Oslo Stock Exchange or press releases. This Report has been prepared for information purposes only. This Report does not constitute any solicitation for any offer to purchase or subscribe any securities and is not an offer or invitation to sell or issue securities for sale in any jurisdiction, including the United States. Distribution of the Report in or into any jurisdiction where such distribution may be unlawful, is prohibited. This Report speaks as of 16 August 2023, and there may have been changes in matters which affect the Company subsequent to the date of this Report. Neither the issue nor delivery of this Report shall under any circumstance create any implication that the information contained herein is correct as of any time subsequent to the date hereof or that the affairs of the Company have not since changed, and the Company does not intend, and does not assume any obligation, to update or correct any information included in this Report. This Report is subject to Norwegian law, and any dispute arising in respect of this Report is subject to the exclusive jurisdiction of Norwegian courts with Oslo City Court as exclusive venue. By receiving this Report, you accept to be bound by the terms above.
Hexagon Composites ASA Korsegata 4B, 6002 Ålesund, Norway www.hexagongroup.com
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