Earnings Release • Feb 16, 2023
Earnings Release
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According to the International Energy Agency, the global energy crisis has accelerated the shift to renewables, and capacity is set to double in the next five years. Energy security and sustainability are key drivers.
In 2022, we saw the introduction of the biggest climate investment programs the world has ever seen – REPower EU and The US Inflation Reduction Act - aimed at bringing down costs of renewable energy, boosting energy supply, and substantially reducing greenhouse gas emissions. These programs are complemented by the Green Deal Industrial Plan and the U.S. National Blueprint for Transportation Decarbonization, specific initiatives to speed up the deployment of clean energy. Hexagon's technology agnostic approach to solutions for the mobility and infrastructure segments has positioned us to play a role in driving this energy transformation. Demand for our products and services continues to be on the rise.
Hexagon's highly engaged teams navigated significant market turbulence including unstable global supply chains and disruptions as well as significantly increased energy, materials and components costs. I am proud of the employees who stayed the course and delivered to our customers.
The 2022 fourth quarter results represented a strong finish to the year with topline growth in all segments.
In the fourth quarter, the Hexagon Group generated record high revenues of NOK 1,493 million representing 26% year-over-year growth. For the full year 2022, we delivered revenues of NOK 4,932. The growth in the year was partly due to favorable foreign exchange movements and price increases to compensate for high-cost inflation.

It was a record year for Hexagon Agility's Mobile Pipeline business. Revenues doubled year-over-year as demand for renewable natural gas continued to grow. Several significant commercial wins further strengthened our position as market leader and resulted in strong order books throughout 2022 and 2023. To kick off 2023, Hexagon Agility launched its next generation of the industry leading Type 4 composite distribution modules, Titan 450. These new modules enable greater gas transport capacity, further increasing customer productivity (delivering more gas with fewer trips) and reducing transport emissions.
Hexagon Agility's medium/heavy-duty truck segment experienced strong demand and significant pick up in the Refuse and Transit Americas sectors. Revenues grew 21% in 2022, however, margin compression continued in the business due to inflation and supply chain related issues.
Hexagon Ragasco, reported record high 2022 revenues. The business delivered healthy 22% top-line growth aided by necessary price rises to combat input cost inflation. Profitability increased as a result of record fourth quarter revenues with a positive product mix. In a scenario where sales volumes for the year were in line with last year's levels, Hexagon Ragasco's additional sales to Europe and the Middle East offset lower volumes to Asia as well as significant growth to forklift truck applications in the U.S.
2022 was a year of strong growth and the first profitable year for Hexagon Digital Wave. The business tripled revenues year-over-year in the fourth quarter. Hexagon Digital Wave expanded into several new markets and even into new applications for their Modal Acoustic Emission and Ultrasonic Emissions technology in 2022.
Hexagon Purus delivered well above its 2022 revenue target of NOK 900 million, achieving a topline growth of 90%. Order intake for hydrogen distribution systems filled up the 2023 order book during the year, and the hydrogen mobility business in Europe as well as the battery electric business continued on its strong growth trajectory. Hexagon Purus can count globally leading OEMs and fleets in its customer base. The company is preparing for up-listing to the main list of the Oslo Stock Exchange.
In the fourth quarter, Hexagon (excl. Purus) generated revenues of NOK 1,276 million representing 26% year-over-year growth. EBITDA for the quarter (ex. Purus) was NOK 105 million, resulting in an EBITDA margin of 8%. For the full year 2022, we delivered revenues of NOK 4 303 million, with an EBITDA of NOK 347 million.
Including Hexagon Purus, EBITDA amounted to NOK -11 million for the quarter and NOK -65 for the year.
Although we are entering a new year faced with mixed conditions and a degree of uncertainty as global events unfold, our diversified portfolio makes us relatively resilient. Pricing – and profitability initiatives established in 2022 are expected to result in gradual margin improvements in 2023.
Industrially, we have much to look forward to, including an inflection point in 2024 where the addressable market for heavy duty trucks is expected to increase significantly with the introduction of higher volume natural gas engines; and the adoption of our Modal Acoustic Emission (MAE) technology, which enhances safety and extends the lifetime of cylinders, continues to grow. Furthermore, our LPG smart cylinder which enables consumers to have full control of the gas level of their cylinder - and LPG distributors of their stocks and supply logistics - is currently planned to be piloted this year.
Best regards,
Jon Erik Engeset President & CEO, Hexagon Group

| Hexagon Agility Revenue 1 000 812 3 478 2 618 48 208 EBITDA 93 293 EBIT -6 55 28 139 Hexagon Ragasco Revenue 234 171 706 578 EBITDA 53 23 123 95 44 86 EBIT 14 60 Hexagon Digital Wave Revenue 46 15 116 57 EBITDA 7 -3 7 -11 EBIT 6 -4 1 -15 Corporate/eliminations1) Revenue -3 15 3 25 EBITDA -5 -1 9 5 -9 -10 EBIT -5 -13 Hexagon excl. Hexagon Purus 1 276 4 303 Revenue 1 013 3 278 EBITDA 105 113 347 381 EBIT 35 60 105 171 Hexagon Purus 2) Revenue 372 259 964 508 -110 -406 EBITDA -61 -272 EBIT -135 -80 -501 -325 Eliminations 3) -155 -334 Revenue -85 -243 EBITDA -6 -1 -5 -1 |
(NOK millions) | Q4 2022 |
Q4 2021 | FY 2022 |
FY 2021 |
|---|---|---|---|---|---|
| EBIT | -1 | -1 | -1 | -1 | |
| Hexagon Group | |||||
| Revenue 1 493 1 187 4 932 3 543 |
|||||
| -11 -65 EBITDA 51 109 |
|||||
| EBIT -101 -21 -397 -154 |
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 is a separate segment within the Hexagon Group and is similar to the Hexagon Purus (ticker HPUR) listed on the Euronext Growth
3) Eliminations refers to eliminations between entities within Hexagon excl. Purus and entities within Hexagon Purus

In the fourth quarter of 2022, Hexagon (excluding Hexagon Purus) reported a record high NOK 1 276 (1 013) million in revenues from strong topline growth in all segments. This was driven by higher demand and volumes as well as price increases, in addition to favorable FX tailwinds of approximately NOK 121 million, compared to the same period last year.
EBITDA for the quarter for Hexagon (excluding Hexagon Purus) came in at NOK 105 (113) million, representing an EBITDA margin of 8 % (11 %). Significantly higher costs of production due to inflation, supply chain challenges, and lagging effects of price increases due to long-term contract structures affected the profitability of Hexagon Agility. Hexagon Ragasco and Hexagon Digital Wave, however, were able to pass-through the effects of inflation in their pricing. In addition, Hexagon Ragasco benefitted from positive volume and mix effects, while Hexagon Digital Wave tripled their revenues year-over-year, for the quarter.
For the fiscal year 2022, Hexagon (excluding Hexagon Purus) generated NOK 4 303 (3 278) million in revenues, representing 31 % growth driven by similar factors as for the fourth quarter. Adjusted for FX tailwinds of approximately NOK 300 million in the year, revenues grew by 22% compared to last year. EBITDA year-to-date came in at NOK 347 (381) million, representing an EBITDA margin of 8 % (12 %).
Hexagon Agility delivered strong growth in the heavy- and medium-duty (HD/MD)
business as well as the Mobile Pipeline distribution business. Revenues in 2022 amounted to NOK 3 478 million (2 618) million. Several price increases were put into effect during 2022, but due to the significant order backlog and the longer order-tosales timeframe in the HD/MD business, these price increases will not fully materialize before first quarter 2023.
Hexagon Ragasco 2022 revenues amounted to NOK 706 (578) million, representing 22% growth. Hexagon Ragasco has managed to pass through inflationary cost prices, which are also the main driver of the growth in topline. Sales volumes were in line with last year's levels. Additional sales to Europe and the Middle East as well as forklift truck applications in the US, offset lower volumes to Asia. Hexagon Ragasco received several introductory orders from new customers in the year.
Hexagon Digital Wave can look back on a year of strong growth and a doubling of revenues, from NOK 57 million last year to NOK 116 million in 2022. The growth has been profitable despite a considerable ramp-up of resources.

In the fourth quarter of 2022, Hexagon Purus generated revenues of NOK 372 (259) million which added to a total of NOK 964 (508) million for the year. Revenue growth was particularly strong in the hydrogen distribution segment. The strong momentum in the zero emission market sectors targeted by Hexagon Purus, and the Company's accelerated business plan execution, support continued investments in personnel and
Revenue (MNOK)
infrastructure, entailing negative profitability. EBITDA for the fourth quarter was NOK - 110 (-61) million and NOK -406 (-272) million for the full year. Hexagon Purus remains fully consolidated in the Hexagon Group accounts, with Hexagon holding 73%

Hexagon Group (including Hexagon Purus) generated NOK 1 493 (1 187) million in revenues in the fourth quarter of 2022, and NOK 4 932 (3 543) for the year. EBITDA came in at NOK -11 (51) million for the quarter, and NOK -65 (109) million for the year. The negative EBITDA result in the Hexagon Group is driven by investments in personnel and infrastructure in Hexagon Purus.
Due to the consolidation of Hexagon Purus, Hexagon Group recorded a net loss after tax of NOK -117 (-97) million in the quarter. Profit/loss from associated companies amounted to NOK -9 (-3) million while other financial items were NOK -23 (-72) million. Other financial items consist of net interest expenses of NOK -41 (-10) million, foreign exchange fluctuation effects of NOK 16 (1) million, unrealized gain/loss on derivatives of NOK 4 (-10) million and other items of NOK -2 (-53) million. Other items in 2021 included exceptional financial costs triggered by the redemption of the bond in December 2021 being NOK 23 million on the call premium and a non-cash NOK 27 million charge from accelerated amortization of bond financing costs.
Tax charges were NOK -16 (2) million. The tax charges do not include any credits for carried-forward tax losses within Hexagon Purus as conditions for deferred tax asset recognition are, prudently, not yet deemed to be met.
At year end, the Group balance sheet amounted to NOK 7 872 (6 515) million. The increase in total assets year-over-year is to a large extent explained by the significant currency translation effects due to the depreciation in value of NOK versus USD, together with large lease agreements entered into in the second half of 2022, and the private placement in Hexagon Purus in February 2022. In addition, there has been an increased level of working capital due to growth and pandemic-related impact to global supply chains also heavily inflated by the currency effects. The Group's equity ratio decreased from 54% to 44% year-over-year due to the above factors as well as the negative net profit contribution from Hexagon Purus in the period.
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 represented 0.3% of the Group's revenues in 2022 while net assets in Russia represent an immaterial proportion of the Group's balance sheet.
Hexagon Agility is a global provider of clean fuel solutions for commercial and passenger vehicles and gas transportation solutions.
Hexagon Agility recorded combined revenues for the fourth quarter of NOK 1 000 (812) million, representing a 23 % growth year-over-year inclusive of favorable currency effects of approximately NOK 114 million. Adjusted for FX, the underlying growth was 9%. Growth was driven by strong Mobile Pipeline volumes with necessary higher pricing, as well as increased volumes in the Refuse and Transit Americas sectors within the Heavy-Duty automotive business. EBITDA for the fourth quarter came in at NOK 48 (93) million, representing an EBITDA margin of 5 % compared to 11 % in the same period last year.
A planned sale- and leaseback transaction of the premises in Salisbury, North Carolina was completed at the end of the fourth quarter. The transaction realized USD 16.3 million from the existing owned building and transfers a further USD 13.8 million of planned building capex, as part of the site expansion program, to the lessor. The expansion program remains on track to meet start of additional production in mid-2024.
Operationally, high inflation on key input factors coupled with lagging sales prices continued to put pressure on profit margins in Q4, similar to previous quarters in 2022. In addition, profitability was also impacted by unfavorable mix effects from higher volumes in medium-duty versus heavy-duty vehicles, suboptimal efficiency from industry-wide disruptions and low volumes within Light-Duty vehicles.
Revenues year-to-date amounted to NOK 3 478 (2 618) million. Although FX tailwinds represent approximately NOK 288 million year-to-date, the underlying growth shows a strong 22 %, which is largely driven by increasing demand for its clean fuel solutions and gas transportation systems. Price increases have been implemented and started to mitigate the inflationary cost prices in the Mobile Pipeline business in the second half of 2022, but the main effect of price increases in the medium- and heavy-duty segment will not materialize until 2023.
The Mobile Pipeline infrastructure business has doubled revenues year-over-year,
from NOK 419 million last year to NOK 807 million this year, driven by increasing demand for RNG. The automotive businesses collectively grew 21% in 2022, with significant pick up in Medium-Duty and Heavy-Duty Refuse vehicles.
Despite positive demand and volume effects in most areas of the Hexagon Agility business, inflation and supply chain related issues weighed down profit margins throughout the whole fiscal year 2022. Full year EBITDA came in at NOK 208 (293) million, representing an EBITDA margin of 6 % (11%). Margins are expected to gradually improve in 2023 as disruptions to global supply chains subside.

EBITDA (MNOK)
Hexagon Ragasco is the world's leading manufacturer of composite liquified petroleum gas (LPG) cylinders for leisure, household, and industrial applications.
Hexagon Ragasco delivered record high revenues of NOK 234 (171) million and an EBITDA of NOK 53 (23) million in the fourth quarter. The fourth quarter profits were driven both by strong volumes in the quarter, as well as favorable mix effects. Hexagon Ragasco experienced stable sales to recurring customers during the quarter, as well as adding several new customers.
For the full year 2022, Hexagon Ragasco recorded revenues of NOK 706 (578) million and an EBITDA of NOK 123 (95) million. Revenue growth of 22 % is largely explained by sales price increases, while underlying volumes were somewhat flat year-overyear. Low volumes to Asia and suspension of new business in Russia were offset by 14 introductory orders from new customers globally, and additional sales in Europe. The North American market also benefitted from an uptick in demand for forklift truck applications, driven by improved price competitiveness for composite cylinders versus aluminum.



Hexagon Digital Wave offers innovative cylinder testing and monitoring technologies that reduce down-time and inspection costs while improving inspection accuracy.
Hexagon Digital Wave finished the year with record high revenues of NOK 46 (15) million in the fourth quarter. The strong revenues include new applications within Ultrasonic Emission (UE) machines for Type-1 (steel) cylinders manufacturing processes as well as Modal Acoustic Emission (MAE) requalification services for various cylinder types. The company also benefitted from higher UE license fees as the installed base of UE machines has significantly increased.
The positive revenue development in the fourth quarter also contributed to a record high EBITDA which came in at NOK 7 (-3), representing a solid EBITDA margin of 16% (-19%).
For the fiscal year 2022, revenues in Hexagon Digital Wave came in at NOK 116 (57) million representing a growth factor of 2x year-over-year, driven by positive momentum in both the MAE and UE businesses. EBITDA for the year of NOK 7 (-11) million, was driven by positive volume and product margin effects being somewhat offset by higher fixed costs. The business is still in a ramp-up phase and significant operating investments have been absorbed to ensure accelerated development of key technologies and retaining first-mover market share. Operating investments will be continued to support further growth.
Hexagon Digital Wave is at the start of what is expected to be a significant growth phase, as Hexagon takes the lead in digitalizing its industry.


Hexagon Purus is a global leader in key technologies needed for zero emission mobility. The company is listed on Euronext Growth (HPUR.OL), with Hexagon retaining a 73.3 per cent ownership share.
In the fourth quarter of 2022, Hexagon Purus continued to ramp up in line with its business plan and generated all-time high revenues of NOK 372 (259) and an operating profit before depreciation (EBITDA) of NOK -110 (-61) million. Demand and order intake for hydrogen distribution systems have been very strong in 2022, driving a significant portion of revenues in the quarter and the year, but also the hydrogen mobility business in Europe as well as the battery electric business contributed with healthy growth in the quarter.
Due to the continued ramp-up of the business, the EBITDA loss in the fourth quarter widened as planned in absolute terms. Higher personnel and other operating expenses in all operating areas explain the increased loss compared to last year.
In 2022, Hexagon Purus signed a series of inaugural and follow-on orders for its hydrogen distribution systems, supporting continued strong momentum heading into 2023.
For the fiscal year 2022, Hexagon Purus delivered above plan, and generated NOK 964 (508) million in revenues and recorded an EBITDA of NOK -406 (-272) million.
Please also refer to the trading update published by Hexagon Purus ASA 6 February 2023 for further information.



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 caused challenging operating conditions in 2022. Toward year-end, supply bottlenecks eased somewhat, however several procurement categories remain challenging. Overall, input prices are expected to stabilize in 2023. The company continues to closely monitor and manage the supply chain. Several initiatives have been established to mitigate margin pressure and Hexagon expects to gradually improve margins during 2023.
According to the International Energy Agency (IEA); Energy security is the biggest driver of renewables growth. REPower EU aims to reduce dependence on Russian fossil fuels. It targets EUR 210 billion in investments between now and 2027 including EUR 37 billion for biomethane production, EUR 27 billion for hydrogen infrastructure and EUR 10 billion to import sufficient LNG and pipeline gas. The U.S. Inflation Reduction Act, the biggest climate investment in US history totaling USD 370 billion aims to bring down costs of renewable energy, boost energy supply, and substantially reduce greenhouse gas emissions. These programs include are complemented by the Green Deal Industrial Plan and the U.S. National Blueprint for Transportation Decarbonization, specific initiatives to speed up the deployment of clean energy.
The demand across most segments continues to be healthy. Ongoing developments in regulations and changes in industry dynamics are expected to support significant longterm clean energy technology opportunities. Hexagon's diversified portfolio and extensive industrial track record, provide a resilient platform for the future.
For Hexagon Agility, demand is expected to be somewhat lower year-over-year in the Clean Solutions business (Heavy and medium duty vehicles) in 2023 in anticipation of Cummins' launch of its new 15-liter natural gas engine in 2024, which will increase the addressable market threefold for US Natural Gas driven long-haul trucks. The high demand for the Mobile Pipeline CNG/RNG business is expected to continue. With its latest new orders, Mobile Pipeline's capacity for 2023 is fully booked. Contracts are dominated by the RNG segment, driven by lack of pipeline infrastructure combined with growing energy demands and environmental targets. The Americas Transit bus segment is expected to remain stable whilst the European bus and light duty vehicle segments, impacted by supply chain challenges and the European energy crisis, are expected to be on the softer side. The Refuse truck business is seeing continued strong demand. Hexagon Agility is expected to improve overall margins in 2023.
Hexagon Ragasco is experiencing healthy demand. Sales price increases effectuated are from 2023 fully offsetting the impacts of higher material and energy costs. The demand for LPG products is increasing with introductory orders from new customers in new markets and market pilots of the new SMART cylinder are in process for 2023.
Hexagon Digital Wave continues to secure long-term customer agreements and is expanding into new markets. Demand for both MAE requalification services and Ultrasonic Examination (UE) equipment is strong. In 2023, the first pilot programs will be introduced utilizing Modal Acoustic Emission (MAE) as a technological foundation for advanced smart cylinder monitoring solutions. Hexagon Digital Wave is in a growth and investment phase and expects 2023 and onwards to be strong.
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 2021. 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' 2021 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 31 December 2022 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.
The Board of Directors of Hexagon Composites ASA
Knut Flakk Kristine Landmark Katsunori Mori Liv Astri Hovem
Chair Deputy Chair Board member Board member
Hans Peter Havdal Liv Dingsør Sam Gabbita Jon Erik Engeset
Board member Board member Board member Group President & CEO
| (NOK 1000) | Note | Q4 2022 |
Q4 2021 |
FY 2022 |
2021 |
|---|---|---|---|---|---|
| Unaudited | Unaudited | Unaudited | Audited | ||
| Revenue from contracts with customers | 3 | 1 479 523 |
1 185 120 |
4 913 016 |
3 534 691 |
| Other operating income | 3 | 12 202 | 45 | 14 361 | 4 845 |
| Rental income | 3 | 1 692 | 2 007 | 4 929 | 3 354 |
| Total revenue | 1 493 417 |
1 187 173 |
4 932 306 |
3 542 890 |
|
| Cost of materials | 849 028 |
619 252 | 2 656 515 |
1 695 497 |
|
| Payroll and social security expenses | 10 | 417 954 |
322 840 | 1 496 709 |
1 101 298 |
| Other operating expenses | 237 287 | 194 091 | 843 721 |
637 512 | |
| Total operating expenses | 1 504 269 |
1 136 183 |
4 996 946 |
3 434 307 |
|
| Operating profit before depreciation and amortization (EBITDA) | -10 853 | 50 990 | -64 640 | 108 584 | |
| Depreciation, amortization, and impairment | 4,5 | 90 151 | 71 525 | 332 162 | 262 680 |
| Operating profit (EBIT) | -101 003 | -20 536 | -396 802 | -154 096 | |
| Profit/loss from investments in associated companies | 11 | -9 326 | -3 008 | 48 317 | -2 957 |
| Other financial items (net) | -22 685 | -72 141 | -70 082 | -144 691 | |
| Profit/loss before tax | -133 014 | -95 685 | -418 567 | -301 744 |
|
| Tax expense | -15 595 | 1 747 | 7 869 | 25 833 | |
| Profit/loss after tax | -117 419 | -97 432 | -426 436 |
-327 577 | |
| Attributable to: | |||||
| Equity holders of the parent | -85 134 | -82 069 | -311 577 | -237 325 | |
| Non-Controlling interests | -32 285 | -15 363 | -114 859 | -90 252 | |
| Profit/loss after tax | -117 419 | -97 432 | -426 436 |
-327 577 | |
| Earnings per share (NOK) | -0,58 | -0,49 | -2,12 | -1,64 | |
| Diluted earnings per share (NOK) | -0,58 | -0,49 | -2,12 | -1,64 |
| (NOK 1000) | Note | Q4 2022 |
Q4 2021 |
31.12.2022 | 31.12.2021 |
|---|---|---|---|---|---|
| Unaudited | Unaudited | Unaudited | Audited | ||
| Profit/loss after tax | -117 419 | -97 432 | -426 436 | -327 577 | |
| OTHER COMPREHENSIVE INCOME | |||||
| Items that will be reclassified through profit or loss in subsequent periods | |||||
| Translation differences when translating foreign activities | -148 685 | -8 718 | 202 529 | 26 410 | |
| Net total of items that will be reclassified through profit or loss in subsequent | |||||
| periods | -148 685 | -8 718 | 202 529 | 26 410 | |
| Items that will not be reclassified through profit or loss in subsequent | |||||
| periods | |||||
| Actuarial gains/losses for the period (net after tax) | 958 | -287 | 958 | -287 | |
| Net other comprehensive income not to be reclassified to profit or loss in | |||||
| subsequent periods | 958 | -287 | 958 | -287 | |
| Total comprehensive income for the period | -265 146 | -106 438 | -222 949 | -301 454 | |
| Attributable to: | |||||
| Equity holders of the parent | -229 047 | -88 672 | -124 081 |
-208 121 | |
| Non-Controlling interest | -36 098 | -17 765 | -98 868 | -93 334 |
| (NOK 1000) | Note | 3 1 .12.2022 |
31.12.2021 |
|---|---|---|---|
| Unaudited | Audited | ||
| ASSETS | |||
| Property, plant, and equipment | 4 | 1 3 2 9 515 |
1 010 625 |
| Right -of -use assets |
4 | 473 233 | 282 309 |
| Intangible assets | 5 | 2 570 853 |
2 384 524 |
| Investment in associated companies | 11 | 53 272 | 7 024 |
| Other non -current financial assets |
9 | 115 998 | 379 |
| Other non -current assets |
4 942 | 2 489 | |
| Deferred tax assets | 0 | 13 678 | |
| Total non -current assets |
4 5 4 7 813 |
3 701 029 | |
| Inventories | 1 54 6 497 |
1 147 004 | |
| Trade receivables | 865 403 | 880 396 | |
| Contract assets (incl. prepayments) | 9 488 | 4 165 | |
| Other current financial assets | 0 | 1 162 | |
| Other current assets | 188 782 | 181 281 | |
| Bank deposits, cash and similar | 713 547 | 600 209 | |
| Total current assets | 3 323 717 |
2 814 217 | |
| Total assets | 7 8 7 1 530 |
6 515 246 |
| (NOK 1000) | Note | 3 1 .12.2022 |
31.12.2021 |
|---|---|---|---|
| Unaudited | Audited | ||
| EQUITY AND LIABILITIES | |||
| Paid -in capital |
2 228 442 |
2 194 303 | |
| Other equity | 764 461 | 911 989 | |
| Equity attributable to equity holders of the parent | 2 992 903 |
3 106 291 | |
| Non -controlling interests |
476 893 | 378 010 | |
| Total equity | 3 479 796 |
3 484 301 | |
| Interest -bearing liabilities (non -current) |
8 | 1 482 140 |
1 166 057 |
| Lease liabilities (non -current) |
6 | 480 405 | 230 276 |
| Other financial liabilities (non -current) |
7 | 231 244 | 190 529 |
| Pension liabilities | 2 321 | 4 645 | |
| Deferred tax liabilities | 2 00 775 |
247 160 | |
| Provisions (non -current) |
6 133 | 11 686 | |
| Total non -current liabilities |
2 4 03 017 |
1 850 353 | |
| Interest -bearing liabilities (current) |
8 | 234 674 | 13 635 |
| Lease liabilities (current) | 6 | 71 187 | 62 455 |
| Trade payables | 5 64 486 |
392 747 | |
| Contract liabilities (incl. prepayments from customers) | 548 643 | 277 658 | |
| Other financial liabilities (current) | 7 | 75 051 | 0 |
| Income tax payable | 57 662 | 47 201 | |
| Other current liabilities | 3 44 455 |
320 150 | |
| Provisions (current) | 102 557 | 66 747 | |
| Total current liabilities | 1 998 716 |
1 180 592 | |
| Total liabilities | 4 401 733 |
3 030 945 | |
| Total equity and liabilities | 7 8 71 530 |
6 515 246 |
| (NOK 1000) | Note | 3 1 .12.2022 |
31.12.2021 |
|---|---|---|---|
| Cash flow from operating activities | |||
| Profit before tax | -418 567 | -301 744 | |
| Depreciation, amortization and impairment | 4,5 | 332 162 | 262 680 |
| Net interest expense | 81 774 | 52 166 | |
| Changes in net operating working capital (1) | 65 699 | -455 250 | |
| Other adjustments to operating cash flow | 16 530 | 97 452 | |
| Net cash flow from operating activities | 77 599 | -344 696 | |
| Purchase of property, plant & equipment, net of proceeds from sale | 4 | -488 208 | -301 238 |
| Proceeds from sale of property, plant & equipment | 161 003 | 37 392 | |
| Purchase of intangible assets | 5 | -75 359 | -59 755 |
| Interest s received |
15 207 | 4 394 | |
| Acquisition of subsidiaries, net of cash acquired | 0 | -146 189 | |
| Investment in associated companies | 11 | -65 379 | -8 580 |
| Other investments | -45 319 | -1 109 | |
| Net cash flow from investing activities | -498 056 | -475 085 | |
| Net repayment ( -) / proceeds (+) from interest bearing loans |
8 | 534 747 | -126 771 |
| Interest payments on interest -bearing liabilities |
-89 697 | -49 901 | |
| Repayment of lease liabilities (incl. Interests) | 6 | -81 672 | -70 716 |
| Net proceeds from share capital increase (subsidiary) | 189 043 | 0 | |
| Net proceeds from purchase ( -) and sale (+) of own shares |
-30 495 | 9 543 | |
| Net cash flow from financing activities | 521 926 | -237 846 | |
| Net change in cash and cash equivalents | 101 469 | -1 057 627 | |
| Net currency exchange differences | 11 869 | 7 954 | |
| Cash and cash equivalents at start of period | 600 209 | 1 649 882 | |
| Cash and cash equivalents at end of period | 713 547 |
600 209 | |
| Available unused credit facility | 356 096 | 582 605 |
| Equity - |
Non | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Share | Own | Share | Other paid | Translation | Other | holders of | controlling | Total | |
| (NOK 1 000) | capital | shares | premium | in capital | differences | equity | parent | interests | equity |
| As of 1 January 2021 | 20 162 | -185 | 2 075 999 | 69 615 | 64 906 | 953 444 | 3 183 939 | 411 899 | 3 595 838 |
| Profit for the period | -237 325 | -237 325 | -90 252 | -327 577 | |||||
| Other income and expenses | 29 492 | -287 | 29 204 | -3 081 | 26 123 | ||||
| Share-based payment | 28 612 | 5 716 | 34 328 | 1 974 | 36 302 | ||||
| Movement in own shares etc. | 100 | 9 442 | 9 543 | 9 543 | |||||
| Consideration shares issued in subsidiary in business | |||||||||
| combination | 86 602 | 86 602 | 57 470 | 144 072 | |||||
| As of 31 December 2021 | 20 162 | -85 | 2 075 999 | 98 226 | 94 398 | 817 591 | 3 106 291 | 378 010 | 3 484 301 |
On 23 November 2021 Hexagon Purus issued 4 444 430 consideration shares related to the acquisition of Wystrach. The share capital increase in Hexagon Purus ASA amounted to MNOK 144.1 in which controlling and non-controlling interests' relative share amounted to MNOK 86.2 and MNOK 57.5 respectively.
| Equity - | Non | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Share | Own | Share | Other paid | Translation | Other | holders of | controlling | Total | |
| (NOK 1 000) | capital | shares | premium | in capital | differences | equity | parent | interests | equity |
| As of 1 January 2022 | 20 162 | -85 | 2 075 999 | 98 226 | 94 398 | 817 591 | 3 106 291 | 378 010 | 3 484 301 |
| Profit for the period | -311 577 | -311 577 | -114 859 | -426 436 | |||||
| Other income and expenses | 186 751 | 746 | 187 497 |
15 991 |
202 487 | ||||
| Share-based payment | 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 Purus ASA1) |
0 | 160 242 | 160 242 | ||||||
| Transaction cost related to capital increase in Purus |
|||||||||
| ASA1 ) |
-4 496 | -4 496 | -1 638 | -6 134 | |||||
| Share capital increase in other subsidiaries |
0 | 34 935 |
34 935 | ||||||
| As of 31 December 2022 |
20 162 | -65 | 2 075 999 | 132 346 | 281 149 | 483 312 |
2 992 903 |
476 893 |
3 469 796 |
1) On 22 February 2022 the Hexagon Purus Group issued 24 742 268 new shares in a private placement at the price of NOK 24.25 per share. Hexagon Composites was allocated 18 134 361 shares in the Private Placement and retains its ownership interest in the Company of 73.3%.
The condensed consolidated interim financial statements for the fourth quarter 2022, which ended 31 December 2022, 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 2021.
For a more detailed description of accounting principles see the consolidated financial statements for 2021, 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 2021. 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 15 February 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 2021.
| Q4 2022 |
Q4 2021 |
31.12.2022 | 31.12.2021 |
|---|---|---|---|
| Audited | |||
| 2 410 469 | |||
| 70 | |||
| 202 693 | |||
| 2 608 | |||
| 998 149 |
811 403 | 3 473 959 |
2 615 840 |
| 1 382 | 895 | 3 919 | 1 695 |
| 999 531 |
812 298 | 3 477 878 |
2 617 535 |
| 48 494 | 93 282 | 208 316 |
292 655 |
| -5 641 | 54 869 | 27 514 | 138 508 |
| 4 547 698 |
3 819 260 | ||
| 2 101 450 |
1 641 009 | ||
| Unaudited 876 108 0 113 982 8 059 |
Unaudited 746 856 0 65 026 -479 |
Unaudited 3 204 885 0 260 981 8 093 |
| Hexagon Ragasco | ||||
|---|---|---|---|---|
| Sale of cylinders, systems, and equipment (at point in time) | 232 742 | 169 910 | 701 029 | 575 245 |
| Sale of systems, services, and funded development (transferred over time) | 0 | 0 | 0 | 0 |
| Internal transactions | 808 | 671 | 4 977 | 2 495 |
| Other operating income | 63 | 64 | 210 | 398 |
| Total revenue from contract with customers | 233 613 | 170 645 | 706 216 | 578 138 |
| Rental income | 0 | 0 | 0 | 0 |
| Total revenue | 233 613 | 170 645 | 706 216 | 578 138 |
| Segment operating profit before depreciation (EBITDA) | 53 370 | 22 850 | 123 256 |
94 972 |
| Segment operating profit (EBIT) | 44 200 | 13 885 | 86 362 | 60 325 |
| Segment assets | 581 399 | 516 251 | ||
| Segment liabilities | 391 626 | 392 111 |
| (NOK 1000) | Q4 2022 |
Q4 2021 |
31.12.2022 | 31.12.2021 |
|---|---|---|---|---|
| Unaudited | Unaudited | Unaudited | Audited | |
| Hexagon Digital Wave | ||||
| Sale of cylinders, systems, and equipment (at point in time) | 35 370 | 12 317 |
89 297 | 47 213 |
| Sale of systems, services, and funded development (transferred over time) | 0 | 0 | 0 | 0 |
| Internal transactions | 9 650 | 2 763 | 24 679 | 9 029 |
| Other operating income | 580 | -29 | 2 025 | 942 |
| Total revenue from contract with customers | 45 601 | 15 050 | 116 001 | 57 184 |
| Rental income | 0 | 0 | 0 | 0 |
| Total revenue | 45 601 | 15 050 | 116 001 | 57 184 |
| Segment operating profit before depreciation (EBITDA) | 7 472 | -2 781 | 6 715 | -10 677 |
| Segment operating profit (EBIT) | 5 968 | -3 946 | 1 193 | -14 826 |
| Segment assets | 109 677 | 83 882 | ||
| Segment liabilities | 45 024 | 113 013 | ||
| Hexagon Purus | ||||
|---|---|---|---|---|
| Sale of cylinders, systems, and equipment (at point in time) | 325 178 | 251 964 | 909 715 | 494 222 |
| Sale of systems, services, and funded development (transferred over time) | 2 302 | 1 165 | 4 882 | 3 441 |
| Internal transactions | 41 070 | 4 426 | 44 040 | 7 495 |
| Other operating income | 3 499 | 478 | 4 034 | 880 |
| Total revenue from contract with customers | 372 049 | 257 555 | 962 670 | 506 039 |
| Rental income | 350 | 1 279 | 1 255 | 1 679 |
| Total revenue | 372 399 | 258 834 | 963 925 | 507 718 |
| Segment operating profit before depreciation (EBITDA) | -109 731 | -61 094 | -406 282 |
-271 777 |
| Segment operating profit (EBIT) | -135 167 | -80 248 | -501 371 | -324 874 |
| Segment assets | 2 650 735 |
2 101 745 | ||
| Segment liabilities | 963 141 | 686 347 |
| 2022 | 2021 | ||||||
|---|---|---|---|---|---|---|---|
| Property, plant, and | Property, plant, and | ||||||
| (NOK 1000) | equipment | Right of use assets | Total 2022 | equipment | Right of use assets | Total 2021 | |
| Carrying value as of 1 January | 1 010 625 | 282 309 | 1 292 934 | 747 266 | 266 552 | 1 013 818 | |
| Additions | 488 208 | 244 790 | 732 998 | 301 238 | 69 966 | 371 204 | |
| Disposals | -98 883 | 0 | -98 883 | -37 392 | 0 | -37 392 | |
| Depreciations | -158 061 | -76 514 | -234 575 | -127 094 | -64 155 | -191 250 | |
| Impairments | -743 | 0 | -743 | -1 078 | 0 | -1 078 | |
| Additions from acquisition of |
113 020 | 7 899 | 120 919 | ||||
| companies | 0 | 0 | 0 | ||||
| Currency translation differences | 88 251 | 22 648 | 111 017 | 14 666 | 2 047 | 16 713 | |
| Carrying value as of 31 December |
1 329 515 |
473 233 | 1 802 748 |
1 010 625 |
282 309 | 1 292 934 |
| 2022 | 2021 | |||||||
|---|---|---|---|---|---|---|---|---|
| Other | Other | |||||||
| Customer | intangible | Customer | intangible | |||||
| (NOK 1000) | Goodwill | relationships | assets1) | Total 2022 | Goodwill | relationships | assets1) | Total 2021 |
| Carrying value as of 1 January | 1 572 788 | 387 773 | 423 963 | 2 384 524 | 1 369 859 | 337 887 | 326 610 | 2 034 356 |
| Additions | 0 | 0 | 75 359 | 75 359 | 0 | 0 | 59 755 | 59 755 |
| Amortisations | 0 | -47 617 | -49 226 | -96 843 | 0 | -35 725 |
-34 627 | -70 352 |
| Additions from acquisition of |
||||||||
| companies | 0 | 0 | 0 | 0 | 187 369 | 78 654 | 66 474 | 332 497 |
| Currency translation differences | 144 309 | 23 767 | 39 737 | 207 814 | 15 560 | 6 957 | 5 751 | 28 268 |
| Carrying value as of 31 December |
1 717 097 |
363 924 | 489 833 | 2 570 853 |
1 572 788 |
387 773 | 423 964 | 2 384 524 |
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. There are four CGUs in the Hexagon Group; 1) Hexagon Agility, 2) Hexagon Digital Wave, 3) Hexagon Purus, and 4) Hexagon Ragasco. During the quarter there were no indicators of impairment of intangible assets.
| (NOK 1000) | 2022 | 2021 |
|---|---|---|
| Carrying value as of 1 January | 292 731 | 275 705 |
| New lease liabilities recognized in the period | 307 685 | 69 966 |
| Additions from acquisition of companies | 0 | 7 899 |
| Cash payments for the principal portion of the lease liability | -72 308 | -62 736 |
| Cash payments for the interest portion of the lease liability | -9 364 | -7 980 |
| Interest on lease liabilities | 9 364 | 7 980 |
| Currency translation differences | 23 484 | 1 896 |
| Carrying value as of 31 December |
551 592 | 292 731 |
Lease liabilities are to a large extent related to lease agreements of office- and production premises, in addition to some vehicles, machinery and equipment.
| (NOK 1000) | Carrying value 01.01.2022 |
Fair value adjustment |
Additions in the period |
Settlements in the period |
Reclassifications | Currency translation |
Carrying value 31.12.2022 |
|---|---|---|---|---|---|---|---|
| Cross currency swap (fair value) 1) | 81 423 | 110 031 | 0 | 0 | 0 | 0 | 191 455 |
| Deferred payment from business combination (amortized cost) |
43 490 | 0 | 0 | 0 | -45 056 | -1 566 | 0 |
| Contingent liabilities from business combinations (fair value) |
65 616 | 0 | 0 | 0 | -28 815 |
2 988 | 39 789 |
| Total non-current other financial liabilities | 190 529 | 110 031 | 0 | 0 | -73 871 |
4 555 | 231 244 |
| Cross currency swap (fair value) | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Deferred payment from business combination (amortized cost) |
0 | 0 | 0 | 0 | 45 056 |
720 | 45 776 |
| Contingent liabilities from business combinations (fair value) |
0 | 0 | 0 | 0 | 28 815 |
655 | 29 275 |
| Total current other financial liabilities | 0 | 0 | 0 | 0 | 73 871 | 1 180 | 75 051 |
1) If carrying value of cross currency swap is shown with a negative amount, this implies the swap being classified as a financial asset
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 as of November 11, 2021. The fair value of the contingent liabilities is assessed each quarter. At the end of the reporting period, there have been no changes to the fair value assessment.
| (NOK 1000) | Carrying value 01.01.2021 |
Fair value adjustment |
Additions in the period |
Settlements in the period |
Reclassifications | Currency translation |
Carrying value 31.12.2021 |
|---|---|---|---|---|---|---|---|
| Cross currency swap (fair value) 1) | -78 829 | 52 676 | 0 | 107 577 | 0 | 0 | 81 423 |
| Deferred payment from business combination (amortized cost) |
0 | 0 | 43 490 | 0 | 0 | 0 | 43 490 |
| Contingent liabilities from business combinations (fair value) |
0 | 0 | 65 616 | 0 | 0 | 0 | 65 616 |
| Total non-current other financial liabilities | -78 829 | 52 676 |
109 106 | 107 577 | 0 | 0 | 190 529 |
| Cross currency swap (fair value) | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Deferred payment from business combination (amortized cost) |
0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Contingent liabilities from business combinations (fair value) |
0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Total current other financial liabilities | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| 2022 | 2021 | |||||
|---|---|---|---|---|---|---|
| (NOK 1000) | Non-current | Current | Total 2022 |
Non-current | Current | Total 2021 |
| Liabilities 1 January | 1 166 057 | 13 635 | 1 179 692 | 1 206 127 | 0 | 1 206 127 |
| with cash settlement: Financing activities |
||||||
| - New liabilities |
318 268 | 221 039 | 539 307 | 1 134 459 |
4 595 | 1 139 054 |
| - Repayment of liabilities |
-4 560 | 0 | -4 560 | -1 265 825 |
0 | -1 265 825 |
| without cash settlement: Financing activities |
||||||
| - Additions from acquisition of companies |
43 831 | 4 627 | 48 458 | |||
| - Reclassification 1st year`s instalments |
-4 413 | 4 413 | 0 | |||
| - Exchange differences |
2 089 | 0 | 2 089 | -3 419 | 0 | -3 419 |
| - Other transactions without cash settlement |
286 | 0 | 286 | 55 297 | 0 | 55 297 |
| Liabilities 31 December |
1 482 140 |
234 674 | 1 716 814 |
1 166 057 |
13 635 | 1 179 692 |
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 is NOK 1 700 million, comprising an overdraft facility NOK 250 million, a main multi-currency revolving credit (RCF) NOK 350 million and a Term Loan (NOK 1 100 million). On 30 September, Hexagon secured the additional credit facility available within its current financing arrangements, resulting in total committed facility per quarter end of NOK 2 025 million. In addition, the Group, through Hexagon Purus, has loans towards Volkesbank and Deutsche Bank including an overdraft facility of EUR 2.3 million. As of period end, there were no breaches of the financial covenant under the financing facility agreement. Movements in the year on Non-current and Current loans were primarily due to drawings on bank loans and overdraft facilities.
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 2021 to the 4th quarter of 2022. 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 31 December 2022.
| 31.12.2022 | 31.12.2021 | ||||
|---|---|---|---|---|---|
| (NOK 1000) | Level | Carrying amount | Fair value | Carrying amount | Fair value |
| Financial assets: | |||||
| 1) Other non-current financial assets |
3 | 115 998 | 115 998 | 379 | 379 |
| 880 | |||||
| Trade receivables | 865 403 | 865 403 | 880 396 | 396 | |
| Forward exchange contracts | 2 | 0 | 0 | 1 162 | 1 162 |
| Bank deposits, cash, and cash equivalents |
713 547 | 713 547 | 600 209 | 600 209 | |
| Total financial assets | 1 694 948 |
1 694 948 |
1 482 147 |
1 482 147 |
|
| Financial liabilities: | |||||
| Bank loans (incl. amortized costs) | 2 | 1 482 140 |
1 489 674 |
1 166 057 | 1 173 877 |
| Lease liabilities | 2 | 551 592 | 551 592 |
292 731 | 292 731 |
| Non-current contingent liabilities | 3 | 39 789 | 39 789 | 65 616 | 65 616 |
| Other non-current financial liabilities | 3 | 191 455 | 191 455 |
124 913 | 124 913 |
| Current interest-bearing liabilities | 2 | 234 674 | 234 674 |
13 635 | 13 635 |
| Current contingent and financial liabilities | 3 | 75 051 |
75 051 |
0 | 0 |
| Trade payables | 564 486 | 564 486 |
392 747 | 392 747 | |
| Total financial liabilities | 3 139 187 |
3 146 721 |
2 055 699 | 2 063 519 |
1) Other non-current financial assets include an equity investment in Norwegian Hydrogen AS, following the loss of significant influence and derecognition of the investment as an associated company in Q4 2022. Hexagon Purus ASA currently holds a 15% shareholding in the Company and the investment is recognized at fair value of NOK 67,3 million following the valuation from the latest capital raise in the Company.
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 Group EBITDA and revenue 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 2019 | Issued 2020 | Issued 2021 | Issued 2022 |
|---|---|---|---|---|
| Maximum number | 2 492 438 | 3 711 634 | 1 734 990 | 2 660 082 |
| Exercise price (NOK) | 0,10 | 0,10 | 0,10 | 0,10 |
| Vesting period | 3 years | 3 years | 3 years | 3 years |
| Exercised Q1 | ||||
| Expiry | 20221) | Q1 2023 | Q1 2024 | Q1 2025 |
1) During the 1st quarter of 2022 1,078,628 PSUs have been exercised at the weighted average share price of NOK 28.11.
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 2019 | Issued 2020 | Issued 2021 | Issued 2022 |
|---|---|---|---|---|
| Number of RSUs | 49 994 | 70 000 | 100 000 | 200 000 |
| Exercise price (NOK) | 0,10 | 0,10 | 0,10 | 0,10 |
| Vesting period | 3 years | 3 years | 3 years | 3 years |
| Exercised Q3 | ||||
| Expiry | 20221 | Q3 2023 | Q3 2024 | Q3 2025 |
1) During the 3rd quarter of 2022 42,852 RSUs have been exercised at the weighted average share price of NOK 23.08.
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 34.4 million YTD 31.12.2022. The cost in the fourth quarter was NOK 12.1 million. The fair value of all outstanding PSUs (maximum 5,363,364) and RSUs (334,500) is estimated to NOK 52.4 million per 31 December 2022. 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 5.0 million YTD 31.12.2022. Expenses in the fourth quarter were NOK 1.4 million. Remaining unamortized accrual is estimated to MNOK 8.0 as of 31 December 2022. For share-based payment in Hexagon Purus ASA, see quarterly financials at hexagonpurus.com.
| Company | Country | Business segment |
Ownership share 01.01.2021 |
Ownership share 31.12.2021 |
Ownership share 31.12.2021 |
Ownership share 31.12.2022 |
Accounting method |
|
|---|---|---|---|---|---|---|---|---|
| Purus | Equity method / |
|||||||
| Norwegian Hydrogen AS 1) Norway |
21,0% | 21,0% | 17,7% | 14,0% | Fair value 1) | |||
| Cryoshelter LH2 GmbH 2) | Austria | Purus | 0,0% | 0,0% | 0,0% | 40,0% | Equity method | |
| Cryoshelter BioLNG GmbH 2) | Austria | Agility | 0,0% | 0,0% | 0,0% | 40,0% | Equity method | |
| CIMC Hexagon Hydrogen Energy | 0,0% | 0,0% | 0,0% | 49,0% | Equity method | |||
| Systems Ltd.3) | Hong Kong | Purus | ||||||
| Hyon AS4) | Norway | Purus | 33,3% | 0,0% | 0,0% | 0,0% | Equity method |
1) Classified as an associated company and accounted for using the equity method in the period 01.01 - 31.08.22. As of 01.09, the investment is classified as an equity instrument at fair value
2) Acquired on 01.08.2022 and classified as associated companies effective from the same date
3) Entity legally established in July 2022 and classified as an associated company effective from the same date
4) On 28.06.2021, Hexagon Purus ASA sold all shares in Hyon AS
| Norwegian Hydrogen AS |
Cryoshelter LH2 GmbH |
Cryoshelter BioLNG GmbH |
CIMC Hexagon Hydrogen Energy Systems Ltd. |
Hyon AS | Total | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | |
| Share of profit after tax | - 2 845 |
- 2 922 |
- 2 439 |
0 | - 2 579 |
0 | - 5 988 |
0 | 0 | - 35 |
- 13 851 |
- 2 957 |
| PPA amortizations associated companies 1) |
0 | 0 | 0 | 0 | - 992 |
0 | 0 | 0 | 0 | 0 | - 992 |
0 |
| Gain on loss of significant influence | 63 159 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 63 159 | 0 |
| Total profit/loss from investments in | 60 314 | - 2 922 |
- 2 439 |
0 | - 3 571 |
0 | - 5 988 |
0 | 0 | - 35 |
48 317 | - 2 957 |
| associates per 31.12 |
1) PPA amortizations for Cryoshelter LH2 will first start in 2025 concurrent with the timeline when the technology is estimated to start generating revenues
| CIMC Hexagon | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Norwegian | Cryoshelter LH2 | Cryoshelter | Hydrogen Energy | |||||||||
| Hydrogen AS | GmbH | BioLNG GmbH | Systems Ltd. | Hyon AS | Total | |||||||
| 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | |
| Carrying value per 01.01 |
7 024 | 2 066 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 7 024 | 2 066 |
| Purchase of shares | 0 | 0 | 33 738 | 0 | 23 898 | 0 | 0 | 0 | 0 | 0 | 57 636 | 0 |
| Share capital contribution | 0 | 7 880 | 0 | 0 | 0 | 0 | 7 743 | 0 | 0 | 700 | 7 743 | 8 580 |
| Share of profit after tax incl. PPA |
- 14 843 |
- 2 957 |
||||||||||
| amortizations | - 2 845 |
- 2 922 |
- 2 439 |
0 | - 3 571 |
0 | - 5 988 |
0 | 0 | - 35 |
||
| Sale of shares | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | - 665 |
0 | -665 |
| Derecognition – loss of significant influence |
- 4 179 |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | - 4 179 |
0 |
| Currency translation effects | 0 | 0 | - 41 |
0 | - 84 |
0 | 16 | 0 | 0 | -110 | 0 | |
| Carrying value per 31.12 |
0 | 7 024 | 31 258 |
0 | 20 243 |
0 | 1 771 |
0 | 0 | 0 | 53 272 | 7 024 |
Hexagon Purus ASA, a subsidiary of Hexagon Composites ASA, has been a shareholder of Norwegian Hydrogen AS since its inception in 2020. In December 2021, Norwegian Hydrogen conducted a capital raise in which Hexagon Purus' ownership was diluted from 21,0% to 17,7%. Despite having an ownership less than 20%, the Company has in the period from 01.01.22 to 31.08.2022 retained its classification of Norwegian Hydrogen as an associated company due to an assessment of still having significant influence in the entity. Important factors for this assessment have been Board of Directors representation and being the 2nd largest shareholder of the entity in the same period.
On 27.08.2022, Norwegian Hydrogen AS announced that Mitsui & Co. Ltd invests NOK 70 million in a private placement, and thus reducing Hexagon Purus' ownership from 17,7% to 15,0%. Following this private placement, the Company assessed that significant influence is no longer present, as the Company is now the 3rd largest shareholder and the fact that the new shareholder has received two additional seats in the Board of Directors, resulting in diluted decisional and strategical influence. The Company has consequently from this date reclassified the investment to a financial asset (equity instrument) measured at fair value. The fair value of Hexagon Purus' ownership in Norwegian Hydrogen, derived from the said capital raise, is NOK 67,3 million, resulting in an accounting gain of NOK 63,1 million, recognized in profit/loss from investments in associates in the income statement. At 31.12.2022, Hexagon Purus ownership share in Norwegian Hydrogen AS was 14%, as a result of a second private placement in the company in October 2022.
In April 2022, Hexagon announced an agreement to acquire a 40% stake in Cryoshelter GmbH, an Austria based company specialized in the development of cryogenic tank technology for liquid natural gas (LNG) and liquid hydrogen (LH2). Upon closing, Cryoshelter GmbH has been demerged into two separate legal entities, Cryoshelter BioLNG GmbH and Cryoshelter LH2 GmbH.
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 of the next 3-10 years. Hexagon Purus made a EUR 3,4 (NOK 34) million investment and acquired 40% of the shares in Cryoshelter LH2 GmbH, with options to acquire the remaining shares over the next 5-10 years. As of 01.08.2022, the said options do not give rise to any de-facto control and both investments are consequently accounted for by using the equity method effective from 01.08.2022. The table below shows the purchase price allocation of the two entities per 01.08.2022.
| Cryoshelter | Cryoshelter | Total | |
|---|---|---|---|
| Purchase price allocation Cryoshelter* |
BioLNG GmbH | LH2 GmbH | Cryoshelter |
| Non-current assets | 2 715 | 203 | 2 919 |
| Current assets | 2 351 | 5 150 | 7 502 |
| Non-current liabilities | 3 946 | 3 946 | 7 891 |
| Current liabilities | 21 603 | 2 951 | 24 554 |
| Equity as per 01.08.2022 | - 20 482 |
- 1 543 |
- 22 025 |
| Hexagon's share of equity (40%) | - 8 193 |
- 617 |
- 8 810 |
| Intangible assets (technology)1) (40% share) | 22 942 | 19 702 | 42 644 |
| Goodwill (40 % share) |
9 148 | 14 654 | 23 802 |
| Hexagon's purchase price | 23 898 | 33 738 | 57 636 |
1) Lifetime of technology assets set to 10 years for the LNG technology and 15 years for the LH2 technology
In 2021, Hexagon Purus entered into an agreement with CIMC Enric, encompassing cylinder and systems production for Fuel Cell Electric Vehicles (FCEVs) and hydrogen distribution in China and Southeast Asia.
In July 2022, CIMC Hexagon Energy Systems Ltd. was legally established and registered in Hong Kong, where Hexagon Purus HK Holding AS, a wholly owned subsidiary of Hexagon Purus ASA, subscribed for 49% of the shares and hold an equal amount of voting rights. CIMC Enric holds the remaining 51% of the shares. The entity is classified as an associate company and accounted for via the equity method as of 01.07.2022
There have not been any other significant events after the balance sheet date.
.
| 31.12.2022 | 31.12.2021 | |
|---|---|---|
| Hexagon Group | ||
| EBITDA in % of total revenue | -1,3 % |
3,1 % |
| EBIT in % of total revenue | -8,0 % |
-4,3 % |
| Equity ratio | 44,1 % |
53,5 % |
| Liquidity reserve *) (NOK 1 000) | 1 069 643 | 1 182 814 |
| Diluted earnings per share (NOK) | -2,12 | -1,61 |
| Cash flow from operations per share (NOK) | 0,39 | -1,70 |
| Equity per share (NOK) | 17,21 | 17,28 |
| Hexagon Agility | ||
| EBITDA in % of total revenue | 6,0 % |
11,2 % |
| EBIT in % of total revenue | 0,8 % |
5,3 % |
| Hexagon Ragasco | ||
| EBITDA in % of total revenue | 17,5 % |
16,4 % |
| EBIT in % of total revenue | 12,2 % |
10,4 % |
| Hexagon Digital Wave | ||
| EBITDA in % of total revenue | 5,8 % |
-18,7 % |
| EBIT in % of total revenue | 1,0 % |
-25,9 % |
| Hexagon Purus | ||
| EBITDA in % of total revenue | -42,1 % |
-53,5 % |
| EBIT in % of total revenue | -52,0 % |
-64,0 % |
*) Undrawn credit facility + bank deposits and cash. Use of undrawn credit facility can be limited by financial covenants
A total of 12,801,670 shares (Q3: 14,744,874 shares) in Hexagon Composites ASA were traded on the Oslo Stock exchange during the fourth quarter of 2022. In the quarter, the share price moved between NOK 21.60 (NOK 22.34) and NOK 32.66 (NOK 34.80), ending the quarter at NOK 27.40, giving a market capitalization of NOK 5.5 billion (NOK 4.8 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
Steel cylinder, composite-reinforced
TYPE 3 Composite cylinder with metal liner
U.S. DOT U.S. Department of Transportation
BAR 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
CNG Compressed Natural Gas
CO2 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
EBIT Earnings before interests and taxes
EBITDA Earnings before interest, taxes, depreciation and amortization
EV Electric Vehicle
GHG 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
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
SCBA CYLINDER 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
TUFFSHELL® High-pressure CNG cylinder for heavy duty vehicles
TYPE 1 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 15 February 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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