Earnings Release • Aug 15, 2024
Earnings Release
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During the second quarter, Hexagon (excluding Hexagon Ragasco) achieved Q2 revenues of NOK 1 150 (1 161) million. The main highlight of the quarter was the substantial increase in EBITDA for the Group, reaching NOK 137 (110) million. This performance resulted in an EBITDA margin of 12% (9%). The driving force behind these numbers was Hexagon Agility, delivering 13% (10%) EBITDA margin.
Hexagon Agility delivered a record high first-half year for Mobile Pipeline. Notably, it secured the largest industrial gas order to date valued at approximately USD 12.8 million (equivalent to NOK 135 million).
In Q2, Hexagon Agility received orders totaling USD 57.7 million (approx. NOK 620 million) from UPS for fuel systems that will power UPS' heavy-duty trucks, including trucks equipped with the new Cummins 15-liter (X15N) natural gas engine. UPS continues to lead the way in sustainable transportation.
In Q2 2024, we announced the sale of our LPG (Liquefied Petroleum Gas) composite cylinder business, Hexagon Ragasco to Worthington Enterprises, achieving an enterprise value of NOK 1,050 billion. The transaction further sharpens Hexagon's focus on market leading solutions for alternative fuels and industrial gases. Worthington, a global leader in LPG cylinders, will give Hexagon Ragasco additional opportunities to expand its business into new geographies and verticals.
In parallel with the sale of Hexagon Ragasco, Hexagon acquired 49% of Worthington Sustainable Energy Solutions, Worthington Enterprises' European alternative fuels, and industrial gases businesses. Worthington and Hexagon

will together with the company's management develop strategies to extract synergies, optimize the structure and maximize value from the joint venture.
At ACT Expo (Advanced Clean Transportation) in May, Hexagon Purus and Hino Trucks introduced Tern, a battery-electric Class 8 truck tailored for the U.S. market. Representing a new innovative option for fleets for regional and city routes. The first deliveries of this semi-tractor are expected in Q3 2024.
During their Q2 presentation in July, Hexagon Purus reported sustained strong revenue growth and notable improvements in profitability. The Hydrogen business achieved EBITDA positivity for the first half of 2024, with expectations of further performance enhancements towards year-end.
As we peer into the future, two important market drivers stand out: the continued momentum behind renewable natural gas (RNG) adoption and the game-changing X15N natural gas engine. Meanwhile, the improvement and investment efforts conducted over the last several years are bearing fruit and the revenue and profitability are developing as targeted. In sum, we remain confident that our goals are achievable short and long term.
Best regards, Jon Erik Engeset CEO, Hexagon Composites

| Second quarter |
Year to date | Full year | ||||||
|---|---|---|---|---|---|---|---|---|
| (NOK millions) | 2024 | 2023 | 2022 | 2024 | 2023 | 2022 | 2023 | 2022 |
| Hexagon Agility | ||||||||
| Revenue | 1 105 | 1 110 | 818 | 2 006 | 2 009 | 1 549 | 4 321 | 3 478 |
| EBITDA | 140 | 111 | 63 | 204 | 145 | 115 | 381 | 209 |
| EBITDA margin | 13% | 10% | 8% | 10% | 7% | 7% | 9% | 6% |
| Hexagon Digital Wave | ||||||||
| Revenue | 45 | 40 | 26 | 86 | 85 | 41 | 179 | 116 |
| EBITDA | 1 | 1 | 3 | 0 | 3 | - 2 |
8 | 7 |
| EBITDA margin | 3% | 2% | 10% | 0% | 3% | -4% | 4% | 6% |
| Corporate functions and eliminations 1) | ||||||||
| Revenue | 0 | 10 | 2 | 2 | 12 | 12 | 27 | 18 |
| EBITDA | - 4 |
- 2 |
- 4 |
- 9 |
-2 | - 1 |
- 23 |
9 |
| Hexagon Group | ||||||||
| Revenue | 1 150 | 1 161 | 846 | 2 094 | 2 106 | 1 602 | 4 526 | 3 612 |
| EBITDA | 137 | 110 | 61 | 196 | 146 | 112 | 366 | 224 |
| EBITDA margin | 12% | 9% | 7% | 9% | 7% | 7% | 8% | 6% |
1) Corporate functions and eliminations refer to holding- and non-operating entities in the Group and inter-segment eliminations within the Group.
1) Historical income statement figures for the Group have been re-presented due to the sale of Hexagon Ragasco on 3 June 2024 and the deconsolidation of Hexagon Purus on 29 June 2023. Both companies have been re-presented as discontinued operations in the Group's historical income statements, allowing comparability of historical financials for continuing operations of the Group. See also note 13 and 14.
On 3 June 2024, Hexagon sold its LPG composite cylinder business, Hexagon Ragasco, to Worthington Enterprises. Historical financial figures for the Hexagon Group have been re-presented for comparability of continuing operations. Following the sale of Hexagon Ragasco, continuing operations comprise the operating segments Hexagon Agility and Hexagon Digital Wave. Historical financials of Hexagon Ragasco are presented net in the statement of income under discontinued operations – together with the gain from the sale which amounted to net NOK 677 million.
Furthermore, on 29 May 2024, Hexagon acquired a non-controlling 49% stake in Worthington Enterprises' Sustainable Energy Solutions (SES) business, a leading European supplier of high-pressure cylinders and systems for storage and distribution of compressed natural gas, hydrogen and industrial gases, with production facilities in Austria, Poland and Germany. The investment in SES has been accounted for by use of the equity method from 29 May and represents an associated company of the Group together with Hexagon Purus and Cryoshelter BioLNG.
In the second quarter of 2024, Hexagon Group (excluding Hexagon Ragasco) reported combined revenues of NOK 1 150 (1 161) million. EBITDA for the Group in the second quarter increased to NOK 137 (110) for an EBITDA margin of 12% (9%). The Group margin is driven by Hexagon Agility, delivering 13% (10%) EBITDAmargin from continued strong performance in the Mobile Pipeline distribution business and improved performance in the heavy-duty fuel systems business. See segment results section for further details.
On a year-to-date basis, Hexagon Group (excluding Hexagon Ragasco) generated NOK 2 094 (2 106) million in revenues and NOK 196 (146) million in EBITDA.


Profit/loss before taxes from continuing operations in the second quarter was NOK -85 (30) million, of which NOK -101 (-4) million was related to share of losses from investments in associates, and NOK -59 (-22) million in other net financial items. Losses from investments in associates was largely related to Hexagon Purus.
On a year-to-date basis, profit before taxes from continuing operations was NOK -273 (-49) million, heavily impacted by share of losses from associates of NOK -177 (-7) million (predominantly from Hexagon Purus1 ), net interest expenses of NOK 75 (81) million, and negative fair value development of Hexagon Purus total return swap (TRS) of NOK -48 (0) million. See also note 4 for further details of net financial items.
Profit/loss from discontinued operations relates to Hexagon Ragasco which was sold to Worthington Enterprises on 3 June 2024, and Hexagon Purus which was deconsolidated as an operating entity on 29 June 2023. In 2024, discontinued operations relate solely to Hexagon Ragasco, while 2023 figures also include financials related to Hexagon Purus. The net gain from the sale of Hexagon Ragasco recognized in Q2 2024 amounted to NOK 677 million. Reference is made to note 14 for further details and financials from discontinued operations.
Adding the profits/losses from continuing operations with the profits/losses from discontinued operations, total profit before taxes for the Group was NOK 600 (2 261) million for the quarter and NOK 422 (2 084) million for the first half.
At the end of the second quarter, the Group balance sheet amounted to NOK 6 684 million compared to NOK 6 931 million at the end of the first quarter. The change in total assets during the quarter is to a large extent explained by the derecognition effects and proceeds from the sale of Hexagon Ragasco as well as the acquisition of SES.
Following the sale of Hexagon Ragasco, the financial position and flexibility of the Group was strengthened. Hexagon used NOK 546 million of the sale proceeds as repayment on its debt facilities, and at the end of the quarter, interest-bearing debt amounted to NOK 1 089 million. Net Interest-bearing debt, after netting with cash deposits of NOK 336 million, was NOK 753 million at the end of quarter, compared to NOK 1 526 million at the end of the preceding quarter.
Net cash flow from operating activities in the second quarter and year to date was negative by NOK 52 million and NOK 151 million respectively, impacted by higher net operating working capital in Hexagon Agility. Net cash flow from investing activities for the quarter was positive by NOK 905 million, largely driven by proceeds from the sale of Hexagon Ragasco of NOK 1 073 million, offset by the investment in SES of NOK 121 million and other capital expenditures. Net cash flow from financing activities in the quarter was NOK -598 million, largely due to repayments of debt following the sale of Hexagon Ragasco.
Reference is made to the consolidated cash flow statement for further details. It is noted that the reported cash flow statement for the second quarter of last year is not comparable with the current quarter cash flows due to Hexagon Purus' cash flows which are included in last year's reported cash flows.
Unused credit facilities at the end of the quarter amounted to NOK 1 100 million, translating to a liquidity reserve of NOK 1 436 million. The Board considers the liquidity and the financial position of the Group as strong.
Hexagon Agility is a global provider of natural gas fuel systems for commercial vehicles and gas distribution solutions.
In the second quarter of 2024, Hexagon Agility recorded combined revenues of NOK 1 105, on par with the same period last year of NOK 1 110 million. Revenues were slightly down in the fuel systems business compared to the same period last year due to lower medium-duty and transit bus volumes, offset by an uptick in heavy-duty truck volumes following the UPS order announced in May. The Mobile Pipeline gas distribution business had another strong quarter, driven by demand for Renewable Natural Gas in the US, offset by somewhat lower activity in EMEAA.
EBITDA for the second quarter was NOK 140 (111) million, representing an EBITDA margin of 13%, compared to 10% in the same quarter last year. The EBITDA performance is attributable to the improved performance in the Mobile Pipeline business as well as recovering heavy-duty truck volumes.
On a year-to-date basis, Hexagon Agility recorded revenues of NOK 2 006 (2 009). Although revenues remained at par with last year, revenues within the fuel systems business were ~17% lower compared to the first half of 2023. The shortfall in the fuel systems business was neutralized by a significant increase from the Mobile Pipeline distribution business. Hexagon Agility's EBITDA for the first half came in at NOK 204 (145) million, translating to an EBITDA margin of 10%, compared to 7% last year.


EBITDA (MNOK)
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 2024, Hexagon Digital Wave recorded revenues of NOK 45 (40) million, driven by higher UE (Ultrasonic Examination) machine volumes. The increased UE volumes included deliveries pushed out from the weaker first quarter. The MAE (Modal Acoustic Emission) testing business remained at similar levels to last year. EBITDA for the second quarter was NOK 1 (1) million.
On a year-to-date basis, Hexagon Digital Wave recorded revenues of NOK 86 (85) million and an EBITDA of NOK 0.3 (2.5) million for an EBITDA margin of 0.3% (2.9%). Somewhat higher operating costs associated with operational growth investments within both MAE and UE, coupled with stable revenues led to relatively weakened profitability.

Revenue (MNOK)

Hexagon holds strategic investments in three associated companies: Hexagon Purus (ticker: HPUR) with 38% ownership, Sustainable Energy Solutions (SES) with 49% ownership and Cryoshelter BioLNG with 40% ownership.
Hexagon Purus is a global leader in key technologies needed for zero emission hydrogen and battery-electric mobility and infrastructure with production facilities in North America, Europe and Asia.
In the second quarter of 2024, Hexagon Purus continued its strong growth and generated revenues of NOK 528 (330) million, up 60% compared to the same period last year, driven by its Hydrogen Mobility & infrastructure (HMI) segment. EBITDA ended at NOK -97 (-89) million due to ramp-up investments and operating losses in its Battery Systems and Vehicle Integration (BVI) and in its China joint venture. The Hydrogen Mobility & Infrastructure (HMI) segment was EBITDA positive in the quarter, a significant milestone on the path to achieving this for the company as a whole, during 2025.

For further details pertaining to the operational and financial development of
Hexagon Purus, please refer to Hexagon Purus second quarter report published 18 July 2024 on www.hexagonpurus.com/investors.
Profit after tax for the first half of 2024 ended at NOK -386 (-302) million. Hexagon's share of the losses in Hexagon Purus amounted to NOK -158 million. See note 12 for further information on the equity method accounting of Hexagon Purus.
SES is a leading European supplier of high-pressure cylinders and systems for storage and distribution of compressed natural gas, hydrogen and industrial gases, with production facilities in Austria, Poland and Germany. Hexagon acquired a noncontrolling 49% stake in SES from Worthington Enterprises on 29 May 2024 which is accounted for by use of the equity method in the Hexagon Group accounts.
At the end of the second quarter, Hexagon's share of the profits/losses in SES relates only to the month of June, which amounted to a loss of NOK -1 million. On a gross basis, SES generated NOK 109 million in revenues in June, and an EBITDA of NOK -1 million. See note 12 for further information on the equity method accounting of SES. Visit www.worthingtonenterprises.com/businesses/sustainable-energy-solutions for more information about SES.
Cryoshelter BioLNG is an Austria based company specialized in the development of cryogenic tank technology for liquified renewable natural gas (LNG). The company is still in a development phase but expects to generate revenues in the second half of 2024 from its initial contract with a large global package delivery company.
Hexagon's share of the losses in Cryoshelter BioLNG amounted to NOK -18 (-7) for the first half of 2024, see also note 12. Hexagon also supports Cryoshelter's development with convertible loans and ordinary loans. Total loans granted in 2024 amount to NOK 82 million while accumulated loans amount to NOK 183 million. Visit www.cryoshelter.com for more information about Cryoshelter.
Discontinued operations relate to Hexagon Ragasco which was sold to Worthington Enterprise on 3 June 2024 and Hexagon Purus which was deconsolidated as a subsidiary and operating entity on 29 June 2023.
As both Hexagon Ragasco and Hexagon Purus represented separate major lines of business and separate segments within the Hexagon Group prior to the divestments, both components represent discontinued operations and have thus been presented as such. See also note 14 for further information on discontinued operations.
As Hexagon Ragasco was sold on 3 June 2024, the financials for 2024 in the graphs below shows Hexagon Ragasco's development until 3 June 2024. Hence, the quarterly and year-to-date figures for 2024 are not comparable with the same periods in 2023 and 2022.

In its last two months (April and May 2024) as a subsidiary of Hexagon, Hexagon Ragasco generated NOK 120 million in revenues and an EBITDA of NOK 19 million. Volumes were lower than the same two months last year due to destocking effects in the Scandinavian and European market and coupled with some delays in deliveries to a major customer in Saudi Arabia.
The sale of Hexagon Ragasco to Worthington Enterprises was concluded based on an enterprise value (EV) of NOK 1 050 million, including a contingent consideration of NOK 50 million. Depending on the financial performance of Hexagon Ragasco in FY2024, the total EV-consideration may increase to NOK 1 150 million. Following the sale, Hexagon Composites recognized a gain of NOK 677 million. The gain is presented as a part of discontinued operations on the face of the income statement. See also note 13 for further information.
Effective 29 June 2023, Hexagon Purus was deconsolidated from the Hexagon Group and presented as discontinued operations, see also note 13 for further information pertaining to the deconsolidation. Since the same date, Hexagon's retained ownership of 38% in Hexagon Purus has been accounted for by use of the equity method. The figures below depict the operating financials for Hexagon Purus that were fully consolidated in the Hexagon Group until 29 June 2023, and which for presentation purposes have been presented as discontinued operations.

Due to the deconsolidation, there are no financial figures related to Hexagon Purus beyond Q2 2023.
For further details pertaining to the operational and financial development of Hexagon Purus, please refer to Hexagon Purus second quarter report published 18 July 2024 on www.hexagonpurus.com/investors.
Hexagon is focused on carbon negative and near-zero emission energy solutions, supported by world-class manufacturing and digitalization, enabling 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.
Global regulations support the energy transition. In addition to far-reaching programs, such as REPower EU and the US Inflation Reduction Act, a number of federal and regional programs addressing transportation are also being implemented. Hexagon is actively engaging with regulatory bodies in the EU and the US in the promotion of "well to wheel" basis methods of emissions which support the increased deployment of CO2 neutral fuels such as biomethane/renewable natural gas (RNG).
Hexagon Agility's current margins and overall profitability are improving significantly with improving truck volumes. The volumes in the fuel systems business were relatively soft in the first half but are expected to pick up substantially in the second half of the year. The close to USD 60 million UPS order announced in May for RNG fuel systems, including deliveries with the new X15N engine, will help drive these increases and further improvement is expected as more orders for the X15N engine are placed. So far, two of the top four North American truck brands, Kenworth and Peterbilt, have opened order books for trucks powered by the new engine, with a third flagging start of production in 2025. Altogether they represent approximately two-thirds of the North American heavyduty truck market. Hexagon's addressable market for Natural Gas driven heavy-duty trucks increases threefold due to the X15N engine, as it opens the long-haul segment currently only served by diesel engines. Hexagon's current capacity expansion program is timed to support and meet the strong growth expected through 2025 and beyond.
For the Mobile Pipeline business, production capacity for 2024 is almost fully booked. However, additional capacity is scheduled to come online in September 2024 allowing potential for increased deliveries. The sustained high demand is driven by the economic competitiveness of RNG and compressed natural gas (CNG) relative to conventional energy such as diesel, and customers' decarbonization targets. These underlying factors are expected to drive growth and higher volumes for Mobile Pipeline in the years ahead. The demand for Hexagon Digital Wave's Modal Acoustic Emission (MAE) requalification services is expected to retain consistently high activity throughout 2024 while volumes in the UE business should increase. Over time, Hexagon Digital Wave is expecting significant growth within its MAE business due, in part, to the historical growth development of its offerings and the regulatory requalification testing requirements of over-the road gas distribution, including Hexagon's Mobile Pipeline business.
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 2023. 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' 2023 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 2024 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, 14 August 2024
The Board of Directors of Hexagon Composites ASA
Knut Flakk Kristine Landmark Takayuki Tsunashima Liv Astri Hovem Chair Deputy chair Board member Board member
Sam Gabbita Eva Sagemo Joachim Magnusson Jon Erik Engeset Board member Board member Board member President & CEO
| (NOK 1000) | Note | Q2 2024 | Q2 2023 | YTD 2024 | YTD 2023 | FY 2023 |
|---|---|---|---|---|---|---|
| Re-presented | Re-presented | Re-presented | ||||
| Revenue from contracts with customers | 3 | 1 147 270 |
1 159 392 |
2 090 153 |
2 102 523 |
4 516 666 |
| Other operating income | 3 | 887 | 545 | 1 209 | 1 408 | 5 066 |
| Rental income | 3 | 1 355 | 1 008 | 2 778 | 2 289 | 4 383 |
| Total revenue and other income | 1 149 512 |
1 160 945 |
2 094 140 |
2 106 221 |
4 526 115 |
|
| Cost of materials | 584 687 | 638 037 | 1 073 158 |
1 162 017 |
2 488 126 |
|
| Payroll and social security expenses | 11 | 280 202 | 277 800 | 533 162 | 543 127 | 1 122 652 |
| Other operating expenses | 147 507 | 135 048 | 291 665 | 255 334 | 549 812 | |
| Operating profit before depreciation and amortization (EBITDA) | 137 116 | 110 059 | 196 155 | 145 742 | 365 525 | |
| Depreciation, amortization, and impairment | 5, 6 | 62 025 | 54 863 | 119 354 | 107 188 | 219 942 |
| Operating profit (EBIT) | 75 091 | 55 196 | 76 800 | 38 555 | 145 583 | |
| Share of profit/loss of investments in associated companies | 12, 13 | - 101 102 |
- 3 583 |
-176 570 | - 7 032 |
-176 574 |
| Impairment loss on associated companies | 12 | 0 | 0 | 0 | 0 | - 702 000 |
| Other financial items (net) | 4 | - 58 961 |
- 22 041 |
- 172 734 |
- 80 189 |
- 282 768 |
| Profit/loss before taxes from continuing operations | - 84 972 |
29 573 | - 272 504 |
- 48 666 |
- 1 015 759 |
|
| Income tax expenses | 6 797 | 7 183 | - 15 460 |
- 9 853 |
- 1 491 |
|
| Profit/loss after taxes from continuing operations | - 91 770 |
22 389 | - 257 044 |
- 38 813 |
- 1 014 268 |
|
| Profit/loss after taxes from discontinued operations (Hexagon Ragasco) | 13, 14 | 683 487 | 23 765 | 691 023 | 67 652 | 73 085 |
| Profit/loss after taxes from discontinued operations (Hexagon Purus) | 13, 14 | 0 | 2 203 854 |
0 | 2 049 703 |
2 049 703 |
| Total profit/loss before taxes |
600 281 | 2 260 773 |
422 446 | 2 084 067 |
1 113 741 |
|
| Total profit/loss after taxes |
591 718 |
2 250 008 |
433 979 |
2 078 542 |
1 108 520 |
|
| of which attributable to equity holders of the parent | 591 718 |
2 298 652 |
433 979 |
2 175 690 |
1 205 668 |
|
| of which attributable to non-controlling interests | 0 | - 48 644 |
0 | - 97 148 |
- 97 148 |
|
| Earnings per share in NOK | ||||||
| Basic | 2.95 | 11.18 | 2.16 | 10.33 | 5.53 | |
| Diluted | 2.85 | 10.90 | 2.06 | 10.05 | 5.33 |
| (NOK 1000) | Note | Q2 2024 | Q2 2023 | YTD 2024 | YTD 2023 | FY 2023 |
|---|---|---|---|---|---|---|
| Profit/loss after taxes | 591 718 |
2 250 008 |
433 979 |
2 078 542 |
1 108 520 |
|
| Other comprehensive income | ||||||
| Translation differences when translating foreign activities | - 27 322 |
67 601 | 75 554 | 231 199 |
141 639 | |
| Translation differences related to deconsolidated subsidiary reclassified to profit or loss | 13 | 10 693 | - 118 307 |
10 693 | - 118 307 |
- 118 307 |
| Share of other comprehensive income of joint ventures and associates | 12 | - 17 784 |
0 | 12 283 | 0 | - 21 590 |
| Net total of items that may be reclassified to profit or loss in subsequent periods | - 34 413 |
- 50 706 |
98 530 | 112 892 | 1 741 | |
| Actuarial gains/losses for the period (net after tax) | 0 | 0 | 0 | 0 | - 1 433 |
|
| Net total of items that will not be reclassified to profit or loss in subsequent periods | 0 | 0 | 0 | 0 | - 1 433 |
|
| Total other comprehensive income | - 34 413 |
- 50 706 |
98 530 | 112 892 | 308 | |
| Attributable to: | ||||||
| Equity holders of the parent | - 34 413 |
- 58 890 |
98 530 | 79 317 | - 33 267 |
|
| Non-controlling interests | 0 | 8 184 | 0 | 33 575 | 33 575 | |
| Total comprehensive income | 557 305 |
2 199 302 |
532 509 |
2 191 434 |
1 108 828 |
|
| Attributable to: | ||||||
| Equity holders of the parent | 557 305 |
2 239 762 |
532 509 |
2 255 006 |
1 172 401 |
|
| (NOK 1000) | Note | 30.06.2024 | 30.06.2023 | 31.12.2023 |
|---|---|---|---|---|
| Unaudited | Unaudited | Audited | ||
| ASSETS | ||||
| Property, plant, and equipment | 5 | 835 657 | 948 419 | 947 938 |
| Right-of-use assets | 5 | 294 389 | 358 187 | 365 624 |
| Intangible assets | 6 | 1 800 598 |
1 906 293 |
1 785 606 |
| Investment in associated companies | 12, 13 | 1 182 241 |
2 117 534 |
1 225 107 |
| Other non-current financial assets | 10 | 417 151 | 92 258 | 125 667 |
| Other non-current assets | 7 340 | 2 645 | 2 269 | |
| Deferred tax assets | 14 961 | 0 | 19 013 | |
| Total non-current assets | 4 552 337 |
5 425 336 |
4 471 225 |
|
| Inventories | 1 062 765 |
1 285 080 |
1 110 406 |
|
| Trade receivables | 528 360 | 629 642 | 551 356 | |
| Contract assets | 0 | 0 | 0 | |
| Other current financial assets | 13 | 50 000 | 274 029 | 0 |
| Other current assets | 154 372 | 169 790 | 140 760 | |
| Bank deposits, cash and similar | 335 736 | 228 806 | 154 350 | |
| Total current assets | 2 131 233 |
2 587 347 |
1 956 872 |
|
| Total assets | 6 683 570 |
8 012 683 |
6 428 096 |
| (NOK 1000) | Note | 30.06.2024 | 30.06.2023 | 31.12.2023 |
|---|---|---|---|---|
| Unaudited | Unaudited | Audited | ||
| EQUITY AND LIABILITIES | ||||
| Paid-in capital | 926 687 | 879 768 | 907 242 | |
| Other equity | 2 839 219 |
3 439 319 |
2 306 791 |
|
| Equity attributable to equity holders of the parent | 3 765 906 |
4 319 087 |
3 214 033 |
|
| Non-controlling interests | 13 | 0 | 0 | 0 |
| Total equity | 3 765 906 |
4 319 087 |
3 214 033 |
|
| Interest-bearing liabilities (non-current) | 9 | 1 088 735 |
1 445 125 |
0 |
| Lease liabilities (non-current) | 7 | 309 040 | 386 428 | 387 260 |
| Other financial liabilities (non-current) | 8 | 359 569 | 333 146 | 0 |
| Pension liabilities | 460 | 756 | 1 591 | |
| Deferred tax liabilities | 107 014 | 169 464 | 131 018 | |
| Provisions (non-current) | 9 302 | 8 037 | 8 594 | |
| Total non-current liabilities | 1 874 119 |
2 342 955 |
528 462 | |
| Interest-bearing liabilities (current) | 9 | 0 | 0 | 1 108 468 |
| Lease liabilities (current) | 7 | 73 013 | 59 212 | 61 867 |
| Trade payables | 391 561 | 499 917 | 384 015 | |
| Contract liabilities | 151 427 | 396 123 | 332 658 | |
| Other financial liabilities (current) | 8, 10 | 104 034 | 0 | 376 909 |
| Income tax payable | 47 415 | 58 258 | 65 835 | |
| Other current liabilities | 206 638 | 261 088 | 287 840 | |
| Provisions (current) | 69 456 | 76 043 | 68 011 | |
| Total current liabilities | 1 043 545 |
1 350 641 |
2 685 601 |
|
| Total liabilities | 2 917 664 |
3 693 596 |
3 214 063 |
|
| Total equity and liabilities | 6 683 570 |
8 012 683 |
6 428 096 |
| (NOK 1000) | Note | Q2 2024 | Q2 2023 | YTD 2024 | YTD 2023 | FY 2023 |
|---|---|---|---|---|---|---|
| Operating cash flows | ||||||
| Profit before taxes from continuing operations | - 84 972 |
29 573 | - 272 504 |
- 48 666 |
- 1 015 759 |
|
| Profit before taxes from discontinued operations | 14 | 685 254 |
2 231 201 |
694 950 |
2 132 733 |
2 129 500 |
| Profit before taxes | 600 281 |
2 260 773 |
422 446 |
2 084 067 |
1 113 741 |
|
| Gain from sale / deconsolidation of subsidiary | 13 | - 676 736 |
- 2 351 302 |
- 676 736 |
- 2 351 302 |
- 2 351 302 |
| Depreciation, amortization and impairment | 5, 6 | 69 111 |
95 938 |
137 044 |
185 214 |
317 331 |
| Share of profit/loss of investments in associated companies | 12 | 101 102 |
3 583 |
176 570 |
7 032 |
176 574 |
| Impairment loss on associated companies | 12 | 0 | 0 | 0 | 0 | 702 000 |
| Net interest expense | 37 061 |
67 038 |
77 395 |
116 370 |
189 791 | |
| Share based payment expenses | 11 | 6 749 |
18 099 | 19 364 |
30 317 |
57 919 |
| Changes in net operating working capital 1) | - 162 774 |
- 43 272 |
- 292 672 |
14 838 |
88 431 | |
| Other adjustments to operating cash flow | - 26 310 |
- 34 654 |
- 14 663 |
- 37 586 |
88 607 | |
| Net cash flow from operating activities | - 51 515 |
16 203 |
- 151 253 |
48 950 |
383 090 | |
| - of which from continuing operations |
- 42 327 |
147 533 |
- 121 152 |
276 285 |
640 453 | |
| - of which from discontinued operations - Hexagon Purus |
0 | - 171 640 |
0 | - 290 914 |
- 290 914 |
|
| - of which from discontinued operations - Hexagon Ragasco |
- 9 188 |
40 310 |
- 30 101 |
63 579 |
33 551 | |
| Investing cash flows | ||||||
| Purchase of property, plant & equipment | 5 | - 73 053 |
- 152 316 |
- 123 403 |
- 299 702 |
- 424 045 |
| Purchase of intangible assets | 6 | - 3 446 |
- 14 917 |
- 5 870 |
- 32 616 |
- 43 195 |
| Interest received | 7 447 |
12 973 |
10 413 |
21 985 |
32 017 | |
| Settlement of contingent considerations related to acquisitions | 0 | - 85 963 |
0 | - 85 963 |
- 85 963 |
|
| Total return swap cash collateral payments | 68 507 |
0 | - 68 507 |
0 | 0 | |
| Proceeds from sale of shares in subsidiary | 13 | 944 200 |
0 | 944 200 |
0 | 0 |
| Other proceeds from sale of subsidiary (repayment of intercompany debt) | 128 973 |
0 | 128 973 |
0 | 0 | |
| Proceeds from sale of shares in associated companies | 12 | 0 | 0 | 0 | 0 | 274 029 |
| Purchase of shares in associated companies | 12 | - 121 354 |
- 29 305 |
- 121 354 |
- 29 305 |
- 29 305 |
| Other investments in associates (convertible bond investment in Hexagon Purus |
10 | 0 | 0 | - 200 000 |
0 | 0 |
| Other investments | 10 | - 46 498 |
- 22 745 |
- 86 903 |
- 34 431 |
- 78 320 |
| Net cash flow from investing activities | 904 776 |
- 292 273 |
477 549 |
- 460 032 |
- 354 781 |
|
| - of which from continuing operations |
917 321 |
- 18 183 |
498 263 |
- 71 765 |
66 111 | |
| - of which from discontinued operations – Hexagon Purus |
0 | - 264 274 |
0 | - 369 949 |
- 369 949 |
|
| - of which from discontinued operations – Hexagon Ragasco |
- 12 545 |
- 9 815 |
- 20 714 |
- 18 318 |
- 50 943 |
1) Changes in net operating working capital consist of net changes in inventories, trade receivables, contract assets, trade payables and contract liabilities.
| (NOK 1000) | Note | Q2 2024 | Q2 2023 | YTD 2024 | YTD 2023 | FY 2023 |
|---|---|---|---|---|---|---|
| Financing cash flows | ||||||
| Net repayment (-) / proceeds (+) from interest bearing loans | 9 | - 537 316 |
- 174 154 |
- 11 255 |
527 818 |
189 073 |
| Interest payments on interest-bearing liabilities | - 39 406 |
- 51 573 |
- 78 684 |
- 103 483 |
- 170 964 |
|
| Repayment of lease liabilities (incl. Interests) | 7 | - 21 011 |
- 29 277 |
- 42 311 |
- 57 866 |
- 101 052 |
| Net proceeds from share capital increase in subsidiary | 0 | 91 662 |
0 | 576 180 |
576 180 | |
| Net proceeds from purchase (-) and sale (+) of treasury shares | 0 | 0 | 0 | - 13 671 |
- 63 722 |
|
| Net cash flow from financing activities | - 597 732 |
- 163 341 |
- 132 250 |
928 978 |
429 516 | |
| - of which from continuing operations |
- 630 316 |
- 211 408 |
- 159 344 |
- 355 061 |
- 844 842 |
|
| - of which from discontinued operations – Hexagon Purus |
0 | 56 046 |
0 | 1 299 708 |
1 299 708 |
|
| - of which from discontinued operations – Hexagon Ragasco |
32 584 |
- 7 979 |
27 095 |
- 15 669 |
- 25 350 |
|
| Net change in cash and cash equivalents | 255 529 |
- 439 411 |
194 046 |
517 896 |
457 825 | |
| Net currency exchange differences | - 5 197 |
- 8 362 |
11 212 |
- 29 224 |
- 43 609 |
|
| Cash and cash equivalents derecognized due to deconsolidation of subsidiary | 13 | - 23 872 |
- 973 413 |
- 23 872 |
- 973 413 |
-973 413 |
| Cash and cash equivalents at start of period | 109 276 | 1 649 991 |
154 350 | 713 547 | 713 547 | |
| Cash and cash equivalents at end of period | 335 736 | 228 806 | 335 736 | 228 806 | 154 350 | |
| Liquidity overview | ||||||
| Cash and cash equivalents at end of period | 335 736 | 228 806 | 335 736 | 228 806 | 154 350 | |
| Available unused credit facilities | 1 100 000 |
250 000 | 1 100 000 |
250 000 | 588 745 | |
| Liquidity reserve | 1 435 736 |
478 806 | 1 435 736 |
478 806 | 743 095 |
| Foreign | Non | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Other | currency | Equity - |
controlling | |||||||
| Share | Treasury | Share | capital | translation | Other | holders of | interests | Total | ||
| (NOK 1 000) | Note | capital | shares | premium | reserves | reserve | equity | parent | (NCI) | equity |
| As of 1 January 2023 | 20 162 | - 65 |
2 075 999 | 132 346 | 281 136 | 482 327 | 2 991 905 |
476 901 | 3 468 806 |
|
| Profit/loss after tax for the period | 2 175 690 |
2 175 690 |
- 97 148 |
2 078 542 |
||||||
| Other comprehensive income for the period | 13 | 79 317 |
79 317 | 33 575 | 112 892 | |||||
| Total comprehensive income | 79 317 | 2 175 690 |
2 255 006 |
- 63 573 |
2 191 434 |
|||||
| Share-based payments | 20 726 |
6 559 | 27 285 | 3 032 | 30 317 | |||||
| Movement in treasury shares etc. |
56 | - 13 727 |
- 13 671 |
- 13 671 |
||||||
| Share capital increase 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 from NCI in other subsidiaries | 102 198 | 102 198 | ||||||||
| Convertible bonds – equity component |
9 | 190 363 |
190 363 |
87 989 | 278 352 | |||||
| Convertible bonds – transaction cost equity component |
9 | - 5 495 |
- 5 495 |
- 2 540 |
- 8 034 |
|||||
| Dividend in kind | 13 | - 1 369 455 |
- 1 369 455 |
- 1 369 455 |
||||||
| Derecognition of NCI following deconsolidation of subs. |
13 | - 834 841 |
- 834 841 |
|||||||
| As of 30 June 2023 |
20 162 |
- 9 |
706 544 | 153 072 | 360 453 | 3 078 866 |
4 319 087 |
0 | 4 319 087 |
| As of 1 January 2023 | 20 162 | - 65 |
2 075 999 | 132 346 | 281 136 | 482 327 | 2 991 905 |
476 901 | 3 468 806 |
|
|---|---|---|---|---|---|---|---|---|---|---|
| Profit/loss after tax for the period | 1 233 085 |
1 233 085 |
- 97 148 |
1 135 937 |
||||||
| Other comprehensive income for the period | 13 | - 10 244 |
- 23 024 |
- 33 267 |
33 575 | 308 | ||||
| Total comprehensive income | -10 244 | 1 182 644 | 1 172 401 |
- 63 573 |
1 108 828 | |||||
| Share-based payments | 48 328 | 6 559 |
54 887 | 3 032 | 57 919 | |||||
| Movement in treasury shares etc. | - 73 |
- 63 649 |
- 63 722 |
- 63 722 |
||||||
| Share capital increase 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 |
9 | 190 363 | 190 363 | 87 989 | 278 352 | |||||
| Convertible bonds – transaction cost equity component |
9 | - 5 495 |
- 5 495 |
- 2 540 |
- 8 034 |
|||||
| Dividend in kind | 13 | - 1 369 455 |
- 1 369 455 |
- 1 369 455 |
||||||
| Derecognition of non-controlling interests related to | ||||||||||
| deconsolidation of subsidiary | 13 | - 834 841 |
- 834 841 |
|||||||
| As of 31 December 2023 | 20 162 | - 138 |
706 544 | 180 674 | 270 893 | 2 035 899 |
3 214 033 |
0 | 3 214 033 |
| Foreign | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Other | currency | Equity - | Non | |||||||
| Share | Treasury | Share | capital | translation | Other | holders of | controlling | Total | ||
| (NOK 1 000) | Note | capital | shares | premium | reserves | reserve | equity | parent | interests | equity |
| As of 1 January 2024 | 20 162 | - 138 |
706 544 | 180 674 | 270 893 | 2 035 899 | 3 214 033 |
0 | 3 214 033 |
|
| Profit/loss after tax for the period | 433 979 | 433 979 |
0 | 433 979 | ||||||
| Other comprehensive income for the period | 13 | 86 247 |
12 283 |
98 530 |
0 | 98 530 | ||||
| Total comprehensive income | 86 247 | 446 262 | 532 509 |
0 | 532 509 | |||||
| Share-based payments | 19 364 |
19 364 |
19 364 | |||||||
| Movement in treasury shares etc. | 81 | - 81 |
0 | 0 | ||||||
| As of 30 June 2024 | 20 162 |
- 57 |
706 544 |
200 038 |
357 140 | 2 482 079 |
3 765 906 |
0 | 3 765 906 |
The condensed consolidated interim financial statements for the second quarter of 2024, which ended 30 June 2024, 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 2023.
For a more detailed description of accounting principles see the consolidated financial statements for 2023, 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 2023.
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 14 August 2024.
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 2023.
| (NOK 1000) | Q2 2024 | Q2 2023 | YTD 2024 | YTD 2023 | FY 2023 |
|---|---|---|---|---|---|
| Unaudited | Unaudited | Unaudited | Unaudited | Audited | |
| Hexagon Agility | |||||
| Sale of cylinders, systems, and equipment (at point in time) | 968 300 | 994 387 | 1 724 720 |
1 787 232 |
3 885 528 |
| 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 |
134 932 | 114 912 | 278 305 | 219 187 | 428 174 |
| Other operating income | 0 | 63 | 0 | 193 | 2 700 |
| Total revenue from contract with customers | 1 103 232 |
1 109 361 |
2 003 025 |
2 006 612 |
4 316 402 |
| Rental income | 1 355 | 995 | 2 773 | 2 035 | 4 102 |
| Total revenue and other operating income | 1 104 587 |
1 110 356 |
2 005 799 |
2 008 647 |
4 320 503 |
| Segment operating profit before depreciation (EBITDA) | 139 794 | 111 498 | 204 400 | 145 407 | 380 903 |
| Segment operating profit (EBIT) | 84 350 | 61 838 | 97 926 | 48 731 | 181 586 |
| Segment assets | 4 385 483 |
4 626 550 |
4 166 566 |
||
| Segment liabilities | 1 662 436 |
1 956 560 |
1 596 489 |
| Hexagon Digital Wave | |||||
|---|---|---|---|---|---|
| Sale of cylinders, systems, and equipment (at point in time) | 42 203 | 37 095 | 82 553 | 73 256 | 160 893 |
| 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 |
1 789 | 2 552 | 2 765 | 11 025 | 15 485 |
| Other operating income | 630 | 482 | 952 | 1 189 | 2 340 |
| Total revenue and other operating income | 44 623 | 40 130 | 86 270 | 85 469 | 178 718 |
| Rental income | 0 | 0 | 0 | 0 | 0 |
| Total revenue | 44 623 | 40 130 | 86 270 | 85 469 | 178 718 |
| Segment operating profit before depreciation (EBITDA) | 1 224 | 618 | 280 | 2 518 | 7 813 |
| Segment operating profit (EBIT) | - 1 550 |
- 1 109 |
- 5 029 |
- 808 |
1 044 |
| Segment assets | 165 314 | 129 523 | 122 689 | ||
| Segment liabilities | 102 725 |
60 700 | 57 427 |
Following the sale of Hexagon Ragasco to Worthington Enterprises on 3 June 2024, the Group consists of Hexagon Agility and Hexagon Digital Wave as operating segments. Hexagon Ragasco financials are presented as discontinued operations in note 14. See also note 13 for further information related to the sale of Hexagon Ragasco.
| (NOK 1000) | Q2 2024 | Q2 2023 | YTD 2024 | YTD 2023 | FY 2023 |
|---|---|---|---|---|---|
| Interest income | 7 878 | 6 017 | 11 694 | 12 010 | 25 055 |
| Interest expenses | - 38 815 |
- 42 174 |
- 74 646 |
- 83 516 |
- 157 546 |
| Interest expenses on lease liabilities (IFRS 16) | - 6 214 |
- 4 961 |
- 12 038 |
- 9 955 |
- 20 443 |
| Net interest expenses | - 37 151 |
- 41 117 |
- 74 990 |
- 81 461 |
- 152 934 |
| TRS derivative gain/loss | 27 331 | 0 | - 47 932 |
0 | - 124 609 |
| Other derivatives gains/losses | - 44 467 |
19 611 | - 35 729 |
10 337 | 1 396 |
| Foreign exchange gains/losses | - 4 240 |
- 1 591 |
- 13 416 |
- 9 925 |
- 7 132 |
| Other financial expenses/income (net) | - 435 |
1 056 | - 667 |
860 | 512 |
| Other financial items (net) | - 58 961 |
- 22 041 |
- 172 734 |
- 80 189 |
- 282 768 |
| 2024 | 2023 | ||||||
|---|---|---|---|---|---|---|---|
| Property, plant, | Right of use | Property, plant, | Right of use | ||||
| (NOK 1000) | and equipment | assets | Total 2024 | and equipment | assets | Total 2023 | |
| Carrying value as of 1 January | 947 938 | 365 624 | 1 313 562 |
1 336 307 |
473 233 | 1 809 539 |
|
| Additions continuing operations | 101 484 | 13 443 | 114 927 | 81 042 | 35 319 | 116 361 | |
| Additions discont. operations – Hexagon Purus |
0 | 0 | 0 | 196 535 | 7 521 | 204 056 | |
| Additions discont. operations – Hexagon Ragasco |
21 919 | 3 569 | 25 488 | 22 125 | 11 128 | 33 253 | |
| Depreciations from continuing operations | - 55 074 |
- 30 476 |
- 85 550 |
- 46 647 |
- 28 880 |
- 75 527 |
|
| Depreciations from discont. operations - Hexagon Purus (note 14) |
0 | 0 | 0 | - 21 103 |
- 13 881 |
- 34 984 |
|
| Depreciations from discont. operations - Hexagon Ragasco (note 14) |
- 13 336 |
- 4 215 |
- 17 551 |
- 14 760 |
- 4 510 |
- 19 270 |
|
| Impairments from continuing operations | - 1 849 |
0 | - 1 849 |
0 | 0 | 0 | |
| Currency translation differences | 28 253 | 12 617 | 0 | 120 698 | 37 550 | 158 249 | |
| Derecognition from deconsolidation of Hexagon Purus (note 13) | 0 | 0 | 0 | - 725 778 |
- 159 292 |
- 885 070 |
|
| Derecognition from deconsolidation of Hexagon Ragasco (note 13) |
- 193 948 |
- 66 174 |
- 260 122 |
0 | 0 | 0 | |
| Carrying value as of 30 June | 835 657 | 294 389 | 1 130 046 |
948 419 | 358 187 | 1 306 607 |
| 2024 | 2023 | ||||||
|---|---|---|---|---|---|---|---|
| Other | Other | ||||||
| Customer | intangible | Total | Customer | intangible | Total | ||
| Goodwill | relationships | assets1) | intangibles | Goodwill | relationships | assets1) | intangibles |
| 2 570 853 | |||||||
| 15 729 | |||||||
| 16 886 | |||||||
| 0 | |||||||
| - 31 661 |
|||||||
| - 23 772 |
|||||||
| 0 | |||||||
| 232 802 | |||||||
| - 874 545 |
|||||||
| - | 0 | ||||||
| 1 253 771 |
250 889 | 295 939 | 1 800 598 |
1 301 949 |
281 983 | 322 362 | 1 906 293 |
| 232 880 0 0 0 0 0 0 53 240 0 32 350 |
252 447 0 0 0 - 13 209 0 0 11 650 0 0 |
300 279 5 870 0 0 - 18 747 0 - 138 10 854 0 - 2 179 |
1 785 606 5 870 0 0 - 31 955 0 - 138 75 744 0 - 34 529 |
1 717 097 0 0 0 0 0 0 167 882 - 583 031 0 |
363 924 0 0 0 - 15 586 - 10 737 0 34 934 - 90 553 0 |
489 833 15 729 16 886 0 - 16 075 - 13 035 0 29 986 - 200 962 0 |
1) Other intangible assets consist of technology and development, patents and licenses and other rights
| (NOK 1000) | 2024 | 2023 |
|---|---|---|
| Carrying value as of 1 January New lease liabilities recognized in the period - continuing operations |
449 127 13 443 |
551 592 35 319 |
| New lease liabilities recognized in the period – discont. operations – Hexagon Purus |
0 | 7 521 |
| New lease liabilities recognized in the period – discont. operations – Hexagon Ragasco |
3 569 | 11 128 |
| Cash payments for the principal portion of the lease liability | - 29 221 |
- 39 880 |
| Cash payments for the interest portion of the lease liability | - 13 090 |
- 17 986 |
| Interest on lease liabilities - continuing operations |
12 038 | 9 955 |
| Interest on lease liabilities - discontinued operations - Hexagon Purus |
0 | 6 828 |
| Interest on lease liabilities - discontinued operations - Hexagon Ragasco |
1 052 | 1 203 |
| Currency translation differences | 15 499 | 43 468 |
| Derecognition from deconsolidation of Hexagon Purus (note 13) | 0 | - 163 807 |
| Derecognition from deconsolidation of Hexagon Ragasco (note 13) | - 70 366 |
0 |
| Carrying value as of 30 June | 382 053 | 445 640 |
| Carrying value 1 January |
Fair value | Additions in the |
Settlements /payments in the |
Reclass. from non current to |
Currency | Derecognition from deconsolidation of |
Carrying value 30 June |
|
|---|---|---|---|---|---|---|---|---|
| (NOK 1000) | 2024 | adjustment | period | period | current | translation | Hexagon Purus | 2024 |
| Cross currency swap (fair value) | 0 | 0 | 0 | 0 | 359 569 |
0 | 0 | 359 569 |
| Total non-current other financial liabilities | 0 | 0 | 0 | 0 | 359 569 |
0 | 0 | 359 569 |
| Cross currency swap (fair value) | 252 299 | 107 270 |
0 | 0 | - 359 569 |
0 | 0 | 0 |
| Other current financial liabilities (TRS) | 124 609 |
47 932 |
0 | - 68 507 |
0 | 0 | 0 | 104 034 |
| Total current other financial liabilities | 376 909 |
155 202 |
0 | - 68 507 |
- 359 569 |
0 | 0 | 104 034 |
The table above and below shows the movements of current and non-current other financial liabilities in the period. As Hexagon Purus was fully consolidated as a subsidiary up until 29 June 2023, the comparable table for 2023 below includes thus movements related to Hexagon Purus.
| Carrying | Settlements | Reclass. | Derecognition | Carrying | ||||
|---|---|---|---|---|---|---|---|---|
| value | Additions | /payments | from non | from | value | |||
| 1 January | Fair value | in the | in the | current to | Currency | deconsolidation of | 30 June | |
| (NOK 1000) | 2023 | adjustment | period | period | current | translation | Hexagon Purus | 2023 |
| Cross currency swap (fair value) | 216 885 | 116 260 | 0 | 0 | 0 | 0 | 0 | 333 146 |
| Contingent liabilities from business combinations (fair value) | 39 789 | 0 | 0 | 0 | - 39 789 |
0 | 0 | |
| Total non-current other financial liabilities | 256 675 | 116 260 | 0 | 0 | - 39 789 |
0 | 0 | 333 146 |
| Deferred payment from business combination (amortized cost) | 45 776 | 0 | 0 | - 52 267 |
0 | 6 491 |
0 | 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 |
Deferred payments and contingent liabilities are related to the acquisition of Wystrach in 2021 within the Hexagon Purus Group. 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.
| 2024 | |||||||
|---|---|---|---|---|---|---|---|
| Non-current | Current | Non-current | Non-current | Current | |||
| (NOK 1000) | bank loans | bank loans | Total 2024 | bond loans | bank loans | bank loans | Total 2023 |
| Liabilities as of 1 January | 0 | 1 108 468 |
1 108 468 |
0 | 1 482 140 |
234 674 | 1 716 814 |
| with cash settlement: Financing activities |
|||||||
| - New liabilities |
607 339 | 607 339 | 800 000 | 0 | 0 | 800 000 | |
| - Transaction costs |
- 9 750 |
- 9 750 |
- 23 091 |
0 | 0 | - 23 091 |
|
| - Repayment of liabilities |
- 618 595 |
- 618 595 |
0 | - 15 398 |
- 233 693 |
- 249 090 |
|
| without cash settlement: Financing activities |
|||||||
| - Reclassification 1st year`s instalments |
0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Reclassifications 1) - |
1 088 735 |
- 1 088 735 |
0 | 0 | 0 | 0 | 0 |
| - Equity component of convertible bond (less transaction costs) |
0 | - 270 318 |
0 | 0 | - 270 318 |
||
| - Currency translation differences |
0 | 5 421 |
0 | 5 421 | |||
| - Other transactions without cash settlement |
1 272 | 1 272 |
21 024 |
3 516 |
0 | 24 540 | |
| - Derecognition from deconsolidation of Hexagon Purus 2) |
0 | - 527 615 |
- 30 554 |
- 982 |
- 559 151 |
||
| Liabilities as of 30 June |
1 088 735 |
0 | 1 088 735 |
0 | 1 445 125 |
0 | 1 445 125 |
1) Hexagon's debt facilities with its banking partners, DNB and Danske Bank, was, due to its less-than-12-month maturity, classified and presented as current as of 31 December 2023. On 30 April 2024, Hexagon renewed its debt facilities, and the bank loans have thus been reclassified and presented as non-current as of 30 June 2024.
The principal loan financing facility in Hexagon Composites ASA is a Senior Secured bilateral facility with DNB Bank and Danske Bank. Following the renewal of the debt facilities on 30 April, the overall size of the committed facility increased by NOK 500 million, to NOK 2 200 million, comprising a term loan of NOK 1 100 million, an overdraft facility of NOK 250 million, and a multi-currency revolving credit facility (RCF) of NOK 850 million. The main tenor is for 3 years with extension of 1 +1 years available in relation to the RCF. As of quarter-end, total drawings amounted to NOK 1 100 million excluding amortized transaction costs of 11.3 million. Unused credit facilities were NOK 1 100 million.
All financial covenants related to the financing facility agreement were compliant per quarter-end.
2) As a result of the deconsolidation of Hexagon Purus as described in note 13, Hexagon Purus' interest-bearing debt as of 29 June 2023, consisting mainly of the debt component of a NOK 800 million convertible bond, was derecognized from the group accounts of Hexagon Composites, and is thus only present in the comparable table for Q2-2023.
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 reassessing 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 2023 to the end of the current quarter of 2024. 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 the current balance sheet date and 31 December 2023.
| 30 June 2024 |
31 December 2023 |
||||
|---|---|---|---|---|---|
| (NOK 1000) | Level | Carrying amount | Fair value | Carrying amount | Fair value |
| Financial assets: | |||||
| Other non-current financial assets 1) | 2 | 417 151 | 417 151 | 125 667 | 125 667 |
| 2) Other current financial assets |
2 | 50 000 | 50 000 | 0 | 0 |
| Total financial assets | 467 151 | 467 151 |
125 667 | 125 667 | |
| Financial liabilities: | |||||
| Non-current contingent liabilities | 3 | 1 088 735 |
1 100 000 |
0 | 0 |
| Other non-current financial liabilities (cross currency swap) |
3 | 359 569 | 359 569 | 0 | 0 |
| Current interest-bearing liabilities | 2 | 0 | 0 | 1 108 468 |
1 111 255 |
| Other current financial liabilities 3) |
2 | 104 034 | 104 034 | 376 909 | 376 909 |
| Total financial liabilities | 1 552 338 |
1 563 603 |
1 485 376 |
1 488 164 |
1) Other non-current financial assets of NOK 417.2 million relate largely to convertible bond investment of NOK 200.0, loans to Cryoshelter BioLNG of NOK 182.5 million fair value on interest rate swaps of NOK 28.9 million and other minor investments of NOK 5.8 million.
2) Other current financial assets of NOK 50 million relate to contingent consideration placed in Escrow related to the sale of Hexagon Ragasco.
3) Other current financial liabilities of NOK 104 million relate to the negative fair value of a total return swap (TRS) of NOK 172.5 million net of margin payments of NOK 68.5 million
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. At the end of the quarter, the fair value of the TRS was NOK -172.5 million. The carrying value of the TRS as of 30 June 2024 was NOK 104 million net of cash collateral payments (margin calls) of NOK 68.5 million made.
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.
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.
| PSUs | ||
|---|---|---|
| Share based payment programs | (maximum) | RSUs |
| Outstanding 1 January 2024 | 8 476 437 |
524 527 |
| Granted during the year | 5 443 690 |
157 000 |
| Instruments exercised | - 1 024 375 |
0 |
| Instruments lapsed/cancelled/adjusted | - 2 565 339 |
-90 461 |
| Outstanding 30 June 2024 |
10 330 413 |
591 066 |
| Exercise price (NOK) (in the case of new shares issued) |
0.10 | 0.10 |
| Expected lifetime (years) | 3 years |
3 years |
| Weighted average exercised share price (NOK) during the year | 18.46 | NA |
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 the programs were NOK 18.6 million YTD per 30 June 2024. The cost in the second quarter was NOK 7.2 million. The fair value of all outstanding PSUs (maximum 10,330,413) and RSUs (591,066) is estimated to NOK 93.4 million per 30 June 2024.
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 -3.8 million YTD 30 June 2024. Expenses in the second quarter were NOK 0.5 million. Remaining unamortized accrual is estimated to MNOK 0.0 as of 30 June 2024.
For share-based payment in Hexagon Purus ASA, which are a part of the profit and loss (discontinued operations) of Hexagon Group up to and including 30 June2023, see quarterly financials at hexagonpurus.com.
| Business | Acquisition / | Ownership | Ownership | Ownership | Accounting | ||
|---|---|---|---|---|---|---|---|
| List of associated companies | Country | segment | recognition | 30.06.2023 | 31.12.2023 | 31.06.2024 | method |
| Hexagon Purus ASA | Norway | Other | 20 June 2023 | 68.4% | 38.4% | 38.3% | Equity method |
| Worthington Cylinders Austria GmbH ("SES") | Austria | Other | 29 May 2024 | 49.0% | Equity method | ||
| Cryoshelter BioLNG GmbH ("Cryoshelter") | Austria | Agility | 1 August 2022 | 40.0% | 40.0% | 40.0% | Equity method |
| Hexagon Purus |
Sustainable Energy Solutions (SES) |
Cryoshelter | Total | |||||
|---|---|---|---|---|---|---|---|---|
| (NOK 1000) | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 |
| Share of profit after tax | - 145 367 |
- 1 149 |
- 16 269 |
- 5 715 |
- 162 786 |
- 5 715 |
||
| PPA amortizations | - 12 448 |
0 | - 1 336 |
- 1 316 |
- 13 784 |
- 1 316 |
||
| Total profits/losses from investments in | ||||||||
| associates per 30 June | - 157 815 |
0 | - 1 149 |
0 | - 17 605 |
- 7 032 |
- 176 570 |
- 7 032 |
| Hexagon Purus |
Sustainable Energy Solutions (SES) |
Cryoshelter | 1) Other associates |
Total | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (NOK 1000) | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 |
| Carrying value as of 1 January | 1 225 107 |
0 | 0 | 0 | 20 243 | 0 | 33 029 | 1 225 107 |
53 272 | |
| Purchase of shares | 121 354 | 121 354 | 0 | |||||||
| Share capital contributions | 29 305 | 0 | 29 305 | |||||||
| Fair value recognition of remaining shareholding | 2 378 695 |
0 | 2 378 695 |
|||||||
| Sale of shares | - 274 029 |
0 | - 274 029 |
|||||||
| Share of profit after tax incl. PPA amortizations | - 157 815 |
- 1 149 |
- 17 605 |
- 7 032 |
- 4 402 |
- 176 570 |
- 11 433 |
|||
| Share of other comprehensive income | 12 283 | 12 283 | 0 | |||||||
| Derecognition following deconsolidation | - 57 804 |
0 | - 57 804 |
|||||||
| Currency translation effects | 2 | 65 | - 342 |
- 128 |
67 | - 470 |
||||
| Carrying value as of 30 June | 1 079 575 |
2 104 665 |
120 207 |
0 | - 17 541 |
12 869 |
0 | 0 | 1 182 241 |
2 117 534 |
| value of the Fair investment |
||||||||||
| (if there a quoted market) as of is June 30 |
842 929 |
665 2 104 |
n/a | n/a | n/a | n/a | n/a | n/a |
1) 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 and are thus not a part of the 2024 figures.
On 29 May 2024, Hexagon acquired 49% of the shares in Worthington Cylinders Austria GmbH (parent company of the SES business), a leading European suppler of high-pressure cylinders and systems for storage and distribution of compressed natural gas, hydrogen and industrial gases, with production facilities in Austria, Poland and Germany. Following the transaction, Worthington Enterprises as seller retained 49% of the shares while senior executives of SES hold the remaining 2%. Based on the substance of the share-purchase agreement and the shareholders' agreement entered into as a part of the transaction, no single shareholder will have control over the company, nor will the shareholders have joint control over the company. Consequently, Hexagon has concluded that it has significant influence over the company and has accounted for the investment as an associate by use of the equity method. Hexagon's share of the profit after tax in SES from 29 May 2024 to 30 June 2024 was NOK -1.1 million.
The acquisition of SES was concluded based on an enterprise value of SES of USD 20 million on a 100% basis, which, after adjusting for net debt and net working capital items, translated to an equity value of USD 22 million. HEX' investment amounted to USD 10.8 million for 49% of the shares, equating to NOK 114.1 million excluding transaction costs. Transaction costs directly associated with the acquisition of the shares amounted to NOK 7.2 million. These transaction costs have been capitalized and added to the carrying amount of the investment.
As part of the accounting for the acquisition of SES, Hexagon is undertaking a "notional" purchase price allocation (PPA), identifying and valuing assets and liabilities of SES. Fair value adjustments, if any, will not be recorded separately because the investment itself is a single line item. However, such adjustments will form the basis for additional depreciation, amortization and similar adjustments that will be reflected in Hexagon's share of SES's results in subsequent periods. The PPA was not completed as of the date these interim financial statements were authorized for issue and consequently the accounting for the acquisition reflects provisional amounts, which may be subject to change in subsequent periods to reflect new information obtained about the financial position of SES as of the acquisition date. Management expects to have completed the PPA prior to the release of the company's interim financial statements for the quarter ending 31 December 2024.
Following loss of control and deconsolidation of Hexagon Purus as a subsidiary effective from 29 June 2023, Hexagon Composites' investment in Hexagon Purus has been 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 was 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 accounts for 38.4% of the profits/losses in Hexagon Purus via the equity method in addition to amortizations of fair value/PPA-adjustments. See also note 13 for further information related to the deconsolidation of Hexagon Purus. The table below shows the purchase price allocation of Hexagon Purus as of 29 June 2023.
| Hexagon Purus | Hexagon | ||
|---|---|---|---|
| (NOK 1000) | 100% basis | share | |
| Ownership % | 38.4% | ||
| Number of shares | 276 797 456 |
106 296 223 |
|
| Share price (NOK / share) | 19.80 | 19.80 | |
| a | Market value of equity as of 29 June 2023 | 5 480 590 |
2 104 665 |
| Book values as of initial recognition 29 June 2023 | |||
| Non-current assets | 1 917 324 |
736 294 | |
| Current assets | 1 900 183 |
729 712 | |
| Non-current liabilities | 738 189 | 283 481 | |
| Current liabilities | 731 115 | 280 764 | |
| b | Book value of equity as of 29 June 2023 | 2 348 204 |
901 761 |
| a – b |
Fair value adjustments / PPA-adjustments: | 3 132 386 |
1 202 904 |
| - hereof intangible assets |
778 206 | 298 848 | |
| - hereof goodwill |
2 354 180 |
904 056 |
During the last twelve months, Hexagon Purus have experienced a significant decline in its market value. As of 30 June 2024, the Hexagon Purus share price closed at NOK 7.93/share, translating to a fair value of Hexagon's share in Hexagon Purus of NOK 843 million. Compared to the share price as of the date of Hexagon's initial fair value recognition of Hexagon Purus as an associated company of NOK 19.80/share as of 29 June 2023, this represents a 60 per cent decline. Comparable peer companies within the hydrogen and battery sector have experienced similar share price developments in the same period.
In the fourth quarter of 2023, Hexagon performed an impairment test of its investment in Hexagon Purus based on a value-in-use calculation. The impairment test carried out resulted in an impairment of NOK 702 million and an adjusted carrying value of NOK 1 225 million as of 31 December 2023. Considering Hexagon's equity method accounting of Hexagon Purus in the first half of 2024, the carrying value as of 30 June 2024 ended at NOK 1 080 million. As of the end of the second quarter of 2024, Hexagon reassessed its impairment test carried out in the fourth quarter of 2023 and concluded that the underlying assumptions for the impairment still stand. Consequently, no further impairments or reversal of impairments of its investment in Hexagon Purus have been made.
Key assumptions for calculating value in use of the investment are related to estimates for revenues, EBITDA margins, discount rates and growth rates beyond the forecast period. A 7-year forecast period until 2030 with an extrapolation towards 2033 (total of 10 years) has been used, concurrent with the forecast period used in the determination of intangible assets and goodwill in the purchase price allocation of Hexagon Purus as of 29 June 2023. Hexagon Purus' business plan projections imply significant growth. However, as a reflection of the overall equity market's increased implicit risk towards Hexagon Purus, Hexagon has for impairment test purposes incorporated somewhat higher risk factors to Hexagon Purus' revenue growth rates towards 2030 both within the hydrogen and the battery electric mobility sector, as well as somewhat lower profit margins in the same forecast period. For subsequent periods beyond the 7-year forecast horizon, the Group has prudently phased in a declining growth rate towards an expected average growth rate for the economy in general. A weighted average cost of capital (post-tax) of 10.8 per cent has been used as a discount rate for free cash flows. Although Hexagon Purus expects to break even at EBITDA level during 2025, free cash flows are still expected to be negative a couple of years beyond 2025 due to capital expenditures and working capital requirements. As such, a significant portion of the estimated value-in-use amount lies in the terminal value which is dependent upon the size of the company and its free cash flow generation at the end of the forecast period. Despite future cash flows are inherently uncertain, Hexagon management expects Hexagon Purus will capitalize and deliver on its business plan, and that the current carrying value represents a fair estimate of the value of the Company, including prudent risk adjustments.
On 29 May 2024, Hexagon announced an agreement with Worthington Enterprises for the sale of 100% of the shares in Hexagon Ragasco - the Group's LPG composite cylinder business. The sale transaction closed on 3 June 2024, representing the date when control was lost. The transaction was settled based on an enterprise value of NOK 1 050 million and depending on the full year 2024 EBITDA performance of Hexagon Ragasco, the enterprise value may be adjusted between minus NOK 50 million to plus NOK 100 million. These potential adjustments represent contingent considerations which have been assessed and accounted for by using management's best estimates. Based on the EBITDA criteria for the contingent considerations, Hexagon management concluded to base the consideration at closing of NOK 1 050 in enterprise value, equating to an estimated purchase price for the shares, after adjusting for net debt and net working capital, of NOK 988 million.
The sale transaction yielded a net accounting gain of NOK 677 million, which is further depicted below.
| (NOK 1000) | Gain from sale of Hexagon Ragasco as of 3 June 2024 | |
|---|---|---|
| Fair value of consideration paid in cash at closing | 944 200 | |
| Fair value of subsequent consideration post-closing | - 6 500 |
|
| 1) Fair value of contingent consideration |
50 000 | |
| a) | Total consideration for the shares in Hexagon Ragasco |
987 700 |
| b) c) |
Derecognition book value of net assets (equity) in Hexagon Ragasco Reclassification of negative FX translation differences from OCI to profit/loss related to Hexagon Ragasco |
260 475 - 10 693 |
| a-b+c) | Gross gain from sale of Hexagon Ragasco | 716 532 |
| Income tax from sale of Hexagon Ragasco |
0 | |
| 2) Transaction costs |
- 39 796 |
|
| Net gain from deconsolidation of Hexagon Ragasco (as reported) |
676 736 |
1) The contingent consideration is payable in March 2025 subject to Hexagon Ragasco meeting the associated EBITDA target for 2024.
2) Transaction costs include fees to financial and legal advisors of NOK 24.1 million as well as cash settlements of share-based payment instruments and bonuses to management and employees of Hexagon Ragasco of NOK 15.7 million.
On 29 June 2023, the Board of Hexagon Composites decided to use its mandate from the extraordinary general meeting on 28 June 2023, 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 2023, Hexagon has held 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 2023. Key factors pertaining to this conclusion were the reduced voting right 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 2023, Hexagon derecognized all assets and liabilities, including non-controlling interests, associated with Hexagon Purus as of 29 June 2023. The table below shows the one-off accounting gain resulting from the deconsolidation.
| Gain from deconsolidation of Hexagon Purus as of 29 June 2023 |
||
|---|---|---|
| (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 equity) in 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) | Gross gain from deconsolidation of Hexagon Purus | 2 353 094 |
| Income tax from deconsolidation of Hexagon Purus | 0 | |
| Transaction costs | 1 792 | |
| Net gain from deconsolidation of Hexagon Purus (as reported) |
2 351 302 |
Since 29 June 2023, Hexagon Purus has been classified as an associated company and accounted for by use of the equity method. See note 12 for further details on the equity method accounting of Hexagon Purus.
The after-tax profit or loss from discontinued operations relate to Hexagon Ragasco which was sold to Worthington Enterprises on 3 June 2024 and Hexagon Purus which was deconsolidated as a subsidiary and operating entity on 29 June 2023. See also note 13 for further information. As both Hexagon Ragasco and Hexagon Purus represented separate major lines of business and separate segments within the Hexagon Group prior to the divestments, both components represent discontinued operations and have thus been presented as such.
The profit or loss from discontinued operations as presented in the statement of income are shown in the tables below. As Hexagon Ragasco was sold on 3 June 2024, the financials for 2024 in the tables below show only Hexagon Ragasco's financials up to 3 June 2024. Hence, the quarterly and year-to-date figures for 2024 are not comparable with the same periods in 2023. Similarly, as Hexagon Purus was deconsolidated as a subsidiary on 29 June 2023, there are no quarterly or year-to-date financials for Hexagon Purus in 2024. The financials for Hexagon Purus in the tables below show Hexagon Purus' figures up to 29 June 2023 only. Reference is made Hexagon Purus' quarterly financial reports for further information.
| (NOK 1000) | Q2 2024 | Q2 2023 | ||||
|---|---|---|---|---|---|---|
| Hexagon | Hexagon | Total disc. | Hexagon | Hexagon | Total disc. | |
| Ragasco | Purus | operations | Ragasco | Purus | operations | |
| Total revenue and other operating income | 119 731 | 119 731 | 210 399 | 329 567 | 539 966 | |
| Cost of materials | 49 098 | 49 098 | 94 227 | 178 673 | 272 899 | |
| Payroll and social security expenses | 28 989 | 28 989 | 44 507 | 156 472 | 200 980 | |
| Other operating expenses | 22 232 | 22 232 | 34 176 | 83 441 | 117 617 | |
| Total operating expenses before depreciation | 100 318 | 100 318 | 172 910 | 418 586 | 591 496 | |
| Operating profit before depr. and amort. (EBITDA) | 19 413 | 19 413 | 37 489 | - 89 019 |
- 51 530 |
|
| Depreciation, amortization, and impairment | 7 086 | 7 086 | 10 121 | 30 955 | 41 076 | |
| Operating profit (EBIT) | 12 328 | 12 328 | 27 368 | - 119 974 |
- 92 606 |
|
| Profit/loss from investments in associated companies | 0 | 0 | 0 | - 2 455 |
- 2 455 |
|
| Other financial items (net) | - 3 810 |
- 3 810 |
2 413 | - 27 453 |
- 25 041 |
|
| Profit/loss before taxes from discontinued operations | 8 518 | 8 518 | 29 781 | - 149 882 |
- 120 101 |
|
| Income tax expenses | 1 767 | 1 767 | 6 016 | - 2 434 |
3 582 | |
| Profit/loss after taxes from discontinued operations | 6 751 | 6 751 | 23 765 | - 147 449 |
- 123 683 |
|
| Gain from sale/deconsolidation before taxes (note 13) | 676 736 | 676 736 | 0 | 2 351 302 |
2 351 302 |
|
| Income tax on gain from sale/deconsolidation | 0 | 0 | 0 | 0 | 0 | |
| Gain from sale/deconsolidation after taxes | 676 736 | 676 736 | 0 | 2 351 302 |
2 351 302 |
|
| Profit/loss after taxes from disc. operations | ||||||
| reconciled to the income statement |
683 487 | 683 487 | 23 765 | 2 203 854 |
2 227 619 |
|
| (NOK 1000) | YTD 2024 | YTD 2023 | Full year 2023 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Hexagon | Hexagon | Total disc. | Hexagon | Hexagon | Total disc. | Hexagon | Hexagon | Total disc. | |
| Ragasco | Purus | operations | Ragasco | Purus | operations | Ragasco | Purus | operations | |
| Total revenue and other operating income | 263 111 | 263 111 | 398 697 | 573 544 | 972 241 | 678 703 | 573 544 | 1 252 246 |
|
| Cost of materials | 98 433 | 98 433 | 158 315 | 334 830 | 493 145 | 268 229 | 334 830 | 603 059 | |
| Payroll and social security expenses | 72 007 | 72 007 | 85 752 | 295 899 | 381 651 | 158 513 | 295 899 | 454 411 | |
| Other operating expenses | 55 672 | 55 672 | 70 061 | 143 846 | 213 907 | 137 752 | 143 846 | 281 599 | |
| Total operating expenses before depreciation | 226 112 | 226 112 | 314 127 | 774 575 | 1 088 703 |
564 494 | 774 575 | 1 339 069 |
|
| Operating profit before depr. and amort. (EBITDA) | 37 000 | 37 000 | 84 569 | - 201 031 |
- 116 462 |
114 209 | - 201 031 |
- 86 823 |
|
| Depreciation, amortization, and impairment | 17 690 | 17 690 | 19 270 | 58 756 | 78 026 | 38 632 | 58 756 | 97 388 | |
| Operating profit (EBIT) | 19 310 | 19 310 | 65 299 | - 259 787 |
- 194 488 |
75 576 | - 259 787 |
- 184 211 |
|
| Profit/loss from investments in associated companies | 0 | 0 | 0 | - 4 402 |
- 4 402 |
0 | - 4 402 |
- 4 402 |
|
| Other financial items (net) | - 1 096 |
- 1 096 |
20 715 | - 40 395 |
- 19 679 |
7 206 | - 40 395 |
- 33 189 |
|
| Profit/loss before taxes from discontinued operations | 18 214 | 18 214 | 86 015 | - 304 584 |
- 218 569 |
82 782 | - 304 584 |
- 221 802 |
|
| Income tax expenses | 3 927 | 3 927 | 18 362 | - 2 984 |
15 378 | 9 697 | - 2 984 |
6 712 | |
| Profit/loss after taxes from discontinued operations | 14 286 | 14 286 | 67 652 | - 301 600 |
- 233 947 |
73 085 | - 301 600 |
- 228 514 |
|
| Gain from sale/deconsolidation before taxes (note 13) | 676 736 | 676 736 | 0 | 2 351 302 |
2 351 302 |
0 | 2 351 302 |
2 351 302 |
|
| Income tax on gain from sale/deconsolidation | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Gain from sale/deconsolidation after taxes | 676 736 | 676 736 | 0 | 2 351 302 |
2 351 302 |
0 | 2 351 302 |
2 351 302 |
|
| Profit/loss after taxes from disc. operations | |||||||||
| reconciled to the income statement |
691 023 |
691 023 |
67 652 | 2 049 703 |
2 117 355 |
73 085 | 2 049 703 |
2 122 788 |
|
A total of 44,514,462 shares (Q1'24: 21,321,439 shares) in Hexagon Composites ASA were traded on the Oslo Stock exchange during the second quarter of 2024. In the quarter, the share price moved between NOK 16.30 (NOK 18.03) and NOK 34.40 (NOK 29.48), ending the quarter at NOK 29.95, giving a market capitalization of NOK 6.0 billion (NOK 3.8 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
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
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 14 August 2024, 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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