Earnings Release • May 8, 2024
Earnings Release
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Dear Shareholders,
Hexagon delivered Q1 revenues of NOK 1,083 (1,130) million and EBITDA of 77 (83) million. Hexagon Agility's Mobile Pipeline business was the main revenue driver for the quarter, delivering record results for the eighth quarter in a row. This offset a soft quarter for heavy-duty truck and LPG cylinder segments.
Over the last few years, our Mobile Pipeline business has been diversified mainly driven by the development of the renewable natural gas (RNG) industry. We expect the strong demand for Mobile Pipeline to continue in the coming quarters and look forward to adding around 40% more capacity in the second half of this year.
Heavy-Duty truck order activity was slow in the first quarter due to a general reduction in freight volumes and fleets awaiting the launch of the X15N engine.
Demand for natural gas trucks is expected to ramp up from the second half of 2024 as the X15N comes on-line. At the Advanced Clean Transportation (ACT) Expo in May, the world's largest event for the clean transportation industry, the spotlight will be on Truck OEMs that are featuring the X15N, many of which will be showcased with Hexagon Agility's fuel systems.
In year 2000, Hexagon Ragasco introduced composite LPG cylinders. Since then, more than 22 million cylinders have since been sold to 100+ countries. Now, in 2024, Hexagon Ragasco is changing the game once again.
In April, Hexagon Ragasco's Linktra® smart cylinder was launched by Linde nationwide in Norway. This first serial order of 20 000 Linktra cylinders is an important milestone. The Linktra® smart cylinder provides convenience for consumers and a direct connection with distributors. These attributes further incentivize the switch from steel to composite cylinders.

In the US, Hexagon's largest market, government incentives and regulations have contributed to increased awareness and demand for clean energy solutions. In the transportation sector, the use of renewable natural gas (RNG) as a transportation fuel has increased by 92%, and in 2023 79% of all on-road fuel used in natural gas vehicles was RNG1.
Hexagon's capacity expansion program is timed to meet the strong growth expected in the years to come and we reiterate our 2025 targets of more than NOK 6 billion in revenues and 15% EBITDA margin.
Best regards,
1) 2023 On-Road RNG Use Report from The Coalition for Renewable Natural Gas and The Transport Project

| First quarter | Year to date | Full year | ||||||
|---|---|---|---|---|---|---|---|---|
| (NOK millions) | 2024 | 2023 | 2022 | 2024 | 2023 | 2022 | 2023 | 2022 |
| Hexagon Agility | ||||||||
| Revenue | 901 | 898 | 731 | 901 | 898 | 731 | 4 321 | 3 478 |
| EBITDA | 65 | 34 | 52 | 65 | 34 | 52 | 381 | 209 |
| EBITDA margin | 7% | 4% | 7% | 7% | 4% | 7% | 9% | 6% |
| Hexagon Ragasco | ||||||||
| Revenue | 143 | 188 | 162 | 143 | 188 | 162 | 679 | 706 |
| EBITDA | 18 | 47 | 33 | 18 | 47 | 33 | 114 | 123 |
| EBITDA margin | 13% | 25% | 20% | 12% | 25% | 20% | 17% | 17% |
| Hexagon Digital Wave | ||||||||
| Revenue | 42 | 45 | 15 | 42 | 45 | 15 | 179 | 116 |
| EBITDA | - 1 |
2 | - 4 |
- 1 |
2 | - 4 |
8 | 7 |
| EBITDA margin | - 2% |
4% | - 27% |
- 2% |
4% | - 27% |
4% | 6% |
| and eliminations 1) Corporate functions |
||||||||
| Revenue | - 3 |
- 2 |
5 | - 3 |
- 2 |
5 | 8 | 3 |
| EBITDA | - 5 |
0 | 3 | - 5 |
0 | 3 | - 23 |
9 |
| Hexagon Group | ||||||||
| Revenue | 1 083 | 1 130 | 913 | 1 083 | 1 130 | 913 | 5 186 | 4 303 |
| EBITDA | 77 | 83 | 84 | 77 | 83 | 84 | 480 | 348 |
| EBITDA margin | 7% | 7% | 9% | 7% | 7% | 9% | 9% | 8% |
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 classification of Hexagon Purus as discontinued operations following the deconsolidation effective as of 29 June 2023. See also note 13 and 14.
Following the deconsolidation of Hexagon Purus effective 29 June 2023 and the subsequent classification of Hexagon Purus as discontinued operations, historical financial figures for Hexagon Group have been re-presented for full comparability of profit/losses from continuing operations. Historical financials for Hexagon Group are thus equivalent to the financials previously reported and referred to as Hexagon excluding Hexagon Purus. As such, Hexagon Purus is no longer considered an operating segment within the Group. Continuing operations comprise the Hexagon Agility, Hexagon Ragasco and Hexagon Digital Wave segments.
In the first quarter of 2024, Hexagon Group reported combined revenues of NOK 1 083 (1 130) million. Excluding positive FX translation effects of approximately NOK 25 million, underlying revenues declined by approximately 6% compared to the same period last year. Strong Mobile Pipeline sales were offset by a soft quarter elsewhere.
EBITDA for the Group in the first quarter was NOK 77 (83) for an EBITDA margin of 7% (7%). The Group margin was impacted by weaker performances in Hexagon Ragasco and Hexagon Digital Wave, while Hexagon Agility margins improved compared to last year largely due to the strong performance within the Mobile Pipeline distribution business. See segment results section for further details.

Revenue (MNOK)

Profit/loss after taxes from continuing operations in the first quarter was NOK -158 million, compared to NOK -17 million in the same period last year. The negative profit in the first quarter this year was primarily explained by Hexagon's equity-accounted investment in Hexagon Purus and negative fair value effects of its total return swap instrument in Hexagon Purus.
Share of profit/loss from associated companies (Hexagon Purus and Cryoshelter Bio-LNG) amounted to NOK -75 (-3) million in the quarter, of which Hexagon Purus represented NOK -68 million. As Hexagon Purus was classified as a subsidiary up until 29 June 2023 (deconsolidation date), there are no equity-method effects of Hexagon Purus in the same period last year. See also note 12 for further details related to investments in associated companies.
Other financial items were net NOK -111 (-40) million in the quarter. On 29 June 2023, Hexagon entered into a total return swap (TRS) representing 5% of the shares in Hexagon Purus. The TRS is accounted for as a financial derivative, and due to the share price development in Hexagon Purus during the first quarter, NOK 75 million was recognized as a financial expense in the quarter. Furthermore, net interest expenses amounted to NOK -40 (-45) million in the quarter. See also note 4 for a further breakdown of other financial items.
Profit/loss from discontinued operations relate solely to Hexagon Purus' profit after tax in the first quarter last year which amounted to NOK -154 million. As Hexagon Purus was deconsolidated as subsidiary on 29 June 2023, there are no figures for discontinued operations in the first quarter of 2024.
Total profit after taxes for the first quarter of 2024 is concurrent with profit after taxes from continuing operations, which came in at NOK -158 million explained by the same factors as above. Total profit after taxes in the first quarter of 2023 was NOK -171 million and included the results from continuing operations and discontinued operations (Hexagon Purus).
At the end of the first quarter, the Group balance sheet amounted to NOK 6 931 million compared to NOK 6 428 million at year-end 2023. The increase in total assets during the quarter is due to Hexagon's 200 million convertible bond investment in Hexagon Purus, as well as positive currency translation effects from assets of US- and European based subsidiaries.
Interest-bearing debt amounted to NOK 1 635 million at the end of the quarter compared to NOK 1 108 million at year-end 2023. Net Interest-bearing debt, after netting with cash deposits of NOK 109 million, was NOK 1 526 million. Hexagon's current debt facilities with its banking partners mature in December 2024 and all interest-bearing debt has thus been classified and presented as short term. Hexagon renewed its debt facilities on 30 April, strengthening the financial flexibility and liquidity of the Group.
Net cash flow from operating activities in the first quarter was negative by NOK -100 million, impacted by higher net operating working capital in Hexagon Agility and Hexagon Ragasco.
Net cash flow from investing activities was negative by NOK 427 million driven by the convertible bond investment in Hexagon Purus of NOK 200 million, collateral payments on the total return swap of NOK 137 million, capital expenditures of NOK 53 million and loans to Cryoshelter Bio-LNG of NOK 40 million.
Net cash flow from financing activities was NOK 465 million from existing debt- and overdraft facilities. Interest payments were NOK 39 million while leasing payments amounted to NOK 21 million. The reported cash flow statement for the first quarter of last year is not comparable with the current first quarter cash flow as Hexagon Purus' cash flows are included in last year's reported cash flows.
• On 30 April, Hexagon renewed its Senior Secured bilateral loan financing facility with DNB Bank and Danske Bank. 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.
Hexagon Agility is a global provider of clean fuel solutions for commercial vehicles and gas storage- and transportation solutions.
In the first quarter of 2024, Hexagon Agility recorded combined revenues of NOK 901 (898) million. Adjusting for favorable FX translation effects of approximately NOK 24 million, underlying revenue development was negative by approximately 2%. The revenue development is explained by temporary slower order activity within the truck business due to the Cummins 15-liter (X15N) engine launch for the second half of the year, as well as lower freight volumes. The Mobile Pipeline gas distribution business, however, delivered yet another quarter of strong production throughput and record-high revenues, compensating for the shortfall within the fuel system business.
EBITDA for the first quarter was NOK 65 (34) million, representing an EBITDA margin of 7%, compared to 4% in the same quarter last year. Although EBITDA improved compared to the same period last year, profitability was impacted negatively by the low truck volumes, offset by favorable volume and price effects in the Mobile Pipeline distribution business.
As orders for the new X15N engine are expected to ramp up in the second half of the year, Hexagon Agility expects the slower demand in the fuel system business to improve throughout 2024 and beyond. So far, two of the top-four North-American truck OEMs (Original Equipment Manufacturers), Kenworth and Peterbilt, have opened order books for trucks powered by the new engine, with a third flagging start of production in 2025. The engine itself will be in serial production by mid-2024.


Hexagon Ragasco is the world's leading manufacturer of composite liquified petroleum gas (LPG) cylinders for leisure, household, and industrial applications.
In the first quarter of 2024, Hexagon Ragasco reported revenues of NOK 143 (188) million. The lower revenues compared to Q1 2023 are mainly a result of a slower European market where customers are destocking following several years of relatively high inventory build-up. Volumes and sales activity in the Middle East were positive during the quarter.
Due to the soft revenue development in the quarter, EBITDA for the first quarter ended at NOK 18 (47) million, for a margin of 13% (25%), largely attributable to lower volumes.
Hexagon Ragasco sees a brighter rest of the year backed by a seasonally higher second quarter as well as significant scheduled deliveries to Gasco – Saudi Arabia's largest LPG distributor – under the long-term agreement signed last year. Additional larger volumes are expected in Africa and Oceania. In Europe it is expected that customers will normalize their purchasing pattern from the second half of the year.
In April 2024, Hexagon Ragasco and Linde, the leading global industrial gas company and premier LPG marketer in Norway, launched the smart cylinder, Linktra® nationwide in Norway. Hexagon Ragasco believes the smart cylinder will become the mainstream LPG cylinder in the future, allowing users to have full control of the LPG gas level and distributors to have real time data to optimize logistics and product availability. The partnership with Linde is an important milestone in this transformation.



Hexagon Digital Wave offers innovative cylinder testing and monitoring technologies that reduce down-time and inspection costs while improving inspection accuracy.
In the first quarter of 2024, Hexagon Digital Wave recorded revenues of NOK 42 (45) million, largely due to slower activity within the UE (Ultrasonic Examination) machine business. The MAE (Modal Acoustic Emission) testing business, however, continued its positive momentum.
Due to lower volumes and activity within the UE business, EBITDA for the first quarter was NOK -1 million, compared to 2 million last year.
In January 2024, Hexagon Digital Wave announced it had signed a long-term agreement with its long-standing customer, Linde Gas & Equipment, for UE testing equipment and services globally. This confirms UE testing's competitive advantage over hydrostatic testing.

Revenue (MNOK)

EBITDA (MNOK)
Hexagon Purus is a global leader in key technologies needed for zero emission mobility. The company is listed on the Oslo Stock Exchange (ticker: HPUR), with Hexagon holding a 38.4 per cent ownership since 29 June 2023.
Effective 29 June 2023, Hexagon Purus was deconsolidated as a subsidiary of the Hexagon Group and presented as discontinued operations. Historical financial results of Hexagon Purus which were consolidated in the Hexagon Group up to and including Q2 2023 have been classified as a separate item under "Discontinued operations" in the income statement. See also note 13 and 14. Since 29 June 2023, Hexagon's investment in Hexagon Purus has been classified as an associated company and accounted for under the equity method in the Hexagon group accounts.
In the first quarter of 2024, Hexagon Purus generated revenues of NOK 407 (244) million, representing 67% growth compared to the same quarter last year. EBITDA ended at NOK -97 (-112) million due to continued significant operational investments.
Profit after tax in the first quarter ended at NOK -165 (-154) million. Hexagon's share of the losses in Hexagon Purus amounted to NOK 68 million in the first quarter. See also note 12 for further information.
For further details pertaining to the operational and financial development of Hexagon Purus, please refer to Hexagon Purus fourth quarter report published 3 May 2024 on www.hexagonpurus.com/investors.

Revenue (MNOK)*


EBITDA (MNOK)
Profit after tax (MNOK)*
Hexagon is focused on carbon negative and near-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.
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 Agility's Heavy-Duty truck order activity is slower than last year due to an overall reduction in freight volumes and customers awaiting the launch of the X15N engine in the second half of the year. Demand is expected to ramp-up steadily from the second half of 2024, with a significant upturn from 2025. The Company's addressable market for Natural Gas driven long-haul trucks is expected to increase threefold due to the X15N engine. Hexagon's current capacity expansion program is timed to support and meet the strong growth through 2025 and beyond.
For the Mobile Pipeline business, production capacity for 2024 is almost fully booked. However, significantly increased capacity is scheduled to come online in September 2024 which will allow for increased deliveries. The sustained high demand is driven by economic competitiveness of Renewable Natural Gas and CNG relative to conventional energy like diesel, and customers' decarbonization targets combined with the lack of pipeline infrastructure.
The new Hexagon Ragasco cylinder developed exclusively for Gasco in Saudi Arabia will go into production in the coming quarters. Additional large orders are expected from Africa and Oceania during the year, and the European market is expected to normalize after some soft quarters due to destocking by distributors.
The strategic review of Hexagon Ragasco that was announced in late 2023 is expected to be concluded by the end of June 2024.
The demand for Hexagon Digital Wave's Modal Acoustic Emission (MAE) requalification services will be strong for the rest of 2024 and the UE business is expected to pick up after a slow Q1.
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.
Aalesund, 7 May 2024
The Board of Directors of Hexagon Composites ASA
| Unaudited Unaudited Audited Revenue from contracts with customers 3 1 081 449 1 127 744 5 176 638 Other operating income 3 508 1 281 5 286 Rental income 3 1 423 889 4 383 Total revenue and other income 1 083 380 1 129 914 5 186 307 Cost of materials 537 807 588 470 2 756 797 Payroll and social security expenses 11 295 979 306 572 1 281 017 Other operating expenses 172 970 152 110 668 759 Total operating expenses 1 006 756 1 047 151 4 706 573 Operating profit before depreciation and amortization (EBITDA) 76 625 82 763 479 734 Depreciation, amortization, and impairment 5, 6 67 933 61 474 258 575 Operating profit (EBIT) 8 692 21 289 221 159 Share of profit/loss of investments in associated companies 12, 13 - 75 468 - 3 449 - 176 574 Impairment loss on associated companies 12 0 0 - 702 000 Other financial items (net) - 111 059 - 39 845 - 275 562 4 Profit/loss before taxes from continuing operations - 177 835 - 22 004 - 932 977 Income tax expenses - 20 096 - 4 689 8 205 Profit/loss after taxes from continuing operations - 157 739 - 17 315 - 941 182 Profit/loss after taxes from discontinued operations (Hexagon Purus) 13, 14 0 - 154 151 2 049 703 |
(NOK 1000) | Note | Q1 2024 |
Q1 2023 |
2023 |
|---|---|---|---|---|---|
| Profit/loss after taxes |
- 157 739 |
- 171 466 |
1 108 520 |
||
| of which attributable to equity holders of the parent - 157 739 - 122 962 - 1 205 668 |
|||||
| of which attributable to non-controlling interests 0 - 48 504 - 97 148 |
|||||
| Earnings per share in NOK | |||||
| Basic - 0.79 - 0.85 5.53 |
|||||
| Diluted - 0.79 - 0.85 5.33 |
| (NOK 1000) | Note | Q1 2024 |
Q1 2023 |
2023 |
|---|---|---|---|---|
| Profit/loss after taxes | - 157 739 | - 171 466 | 1 108 520 | |
| Other comprehensive income | ||||
| Translation differences when translating foreign activities | 102 876 | 163 598 | 141 639 | |
| Translation differences related to deconsolidated subsidiary reclassified to profit or loss | 13 | 0 | 0 | - 118 307 |
| Share of other comprehensive income of joint ventures and associates | 12 | 30 068 | 0 | - 21 590 |
| Net total of items that may be reclassified to profit or loss in subsequent periods |
132 943 | 163 598 | 1 741 | |
| Actuarial gains/losses for the period (net after tax) | 0 | 0 | - 1 433 |
|
| Net total of items that will not be reclassified to profit or loss in subsequent periods | 0 | 0 | - 1 433 |
|
| Total other comprehensive income | 132 943 | 163 598 | 308 | |
| Attributable to: | ||||
| Equity holders of the parent | 132 943 | 138 207 | - 33 267 |
|
| Non-controlling interests | 0 | 25 391 | 33 575 | |
| Total comprehensive income | - 24 795 |
- 7 868 |
1 108 828 |
|
| Attributable to: | ||||
| Equity holders of the parent | - 24 795 |
15 244 | 1 172 401 |
|
| Non-controlling interests | 0 | - 23 113 |
- 63 573 |
| (NOK 1000) | Note | 31.03.2024 | 31.03.2023 | 31.12.2023 |
|---|---|---|---|---|
| Unaudited | Unaudited | Audited | ||
| ASSETS | ||||
| Property, plant, and equipment | 5 | 1 006 723 |
1 528 415 |
947 938 |
| Right-of-use assets | 5 | 372 991 | 515 031 | 365 624 |
| Intangible assets | 6 | 1 874 199 | 2 725 488 | 1 785 606 |
| Investment in associated companies | 12, 13 | 1 179 391 |
47 611 | 1 225 107 |
| Other non-current financial assets | 10 | 380 860 | 151 279 | 125 667 |
| Other non-current assets | 2 343 | 5 342 | 2 269 | |
| Deferred tax assets | 19 013 | 0 | 19 013 | |
| Total non-current assets | 4 835 519 |
4 973 167 |
4 471 225 |
|
| Inventories | 1 269 730 |
1 641 520 |
1 110 406 |
|
| Trade receivables | 528 550 | 920 615 | 551 356 | |
| Contract assets | 0 | 10 622 | 0 | |
| Other current assets | 187 828 | 248 758 | 140 760 | |
| Bank deposits, cash and similar | 109 276 | 1 649 991 |
154 350 | |
| Total current assets | 2 095 384 |
4 471 505 |
1 956 872 |
|
| Total assets | 6 930 903 |
9 444 672 |
6 428 096 |
| (NOK 1000) | Note | 3 1 .03.202 4 |
3 1 .03.202 3 |
31.12.202 3 |
|---|---|---|---|---|
| Unaudited | Unaudited | Audited | ||
| EQUITY AND LIABILITIES | ||||
| Paid -in capital |
919 937 | 2 238 364 |
907 242 | |
| Other equity | 2 281 915 |
1 194 723 |
2 306 791 |
|
| Equity attributable to equity holders of the parent | 3 201 852 |
3 433 087 |
3 214 033 |
|
| Non -controlling interests |
13 | 0 | 781 234 | 0 |
| Total equity | 3 201 852 |
4 214 321 |
3 214 033 |
|
| Interest -bearing liabilities (non -current) |
9 | 0 | 1 994 692 |
0 |
| Lease liabilities (non -current) |
7 | 383 032 | 509 764 | 387 260 |
| Other financial liabilities (non -current) |
8 | 0 | 301 765 | 0 |
| Pension liabilities | 1 472 | 2 180 | 1 591 | |
| Deferred tax liabilities | 116 497 | 180 617 | 131 018 | |
| Provisions (non -current) |
9 338 | 7 662 | 8 594 | |
| Total non -current liabilities |
510 339 | 2 996 679 |
528 462 | |
| Interest -bearing liabilities (current) |
9 | 1 635 213 |
159 738 | 1 108 468 |
| Lease liabilities (current) | 7 | 80 899 | 91 274 | 61 867 |
| Trade payables | 491 907 | 506 577 | 384 015 | |
| Contract liabilities | 231 387 | 824 112 | 332 658 | |
| Other financial liabilities (current) | 8, 10 | 399 724 | 124 455 | 376 909 |
| Income tax payable | 43 931 | 79 095 | 65 835 | |
| Other current liabilities | 259 626 | 334 622 | 287 840 | |
| Provisions (current) | 76 026 | 113 799 | 68 011 | |
| Total current liabilities | 3 218 712 |
2 233 672 |
2 685 601 |
|
| Total liabilities | 3 729 051 |
5 230 351 |
3 214 06 3 |
|
| Total equity and liabilities | 6 930 903 |
9 444 672 |
6 428 096 |
| (NOK 1000) | Note | Q1 2024 | Q1 2023 | 2023 |
|---|---|---|---|---|
| Operating cash flows | ||||
| Profit before taxes from continuing operations | - 177 835 |
- 22 004 |
- 932 977 |
|
| Profit before taxes from discontinued operations | 14 | 0 | - 154 702 |
2 046 718 |
| Profit before taxes | - 177 835 |
- 176 706 |
1 113 741 |
|
| Gain from deconsolidation of Hexagon Purus | 13 | 0 | 0 | - 2 351 302 |
| Depreciation, amortization and impairment | 5, 6 | 67 933 | 89 275 | 317 331 |
| Share of profit/loss of investments in associated companies | 75 468 | 3 449 | 176 574 | |
| Impairment loss on associated companies | 0 | 0 | 702 000 | |
| Net interest expense | 4 | 40 334 | 49 332 | 189 791 |
| Share based payment expenses | 11 | 12 614 | 12 218 | 57 919 |
| Changes in net operating working capital 1) |
- 129 898 |
58 110 | 88 431 | |
| Other adjustments to operating cash flow | 11 646 |
- 2 931 |
88 607 | |
| Net cash flow from operating activities | - 99 738 |
32 747 | 383 090 | |
| - of which from continuing operations |
- 99 738 |
152 021 | 674 004 | |
| - of which from discontinued operations (Hexagon Purus) |
0 | - 119 274 |
- 290 914 |
|
| Investing cash flows | ||||
| Purchase of property, plant & equipment | 5 | - 50 350 |
- 147 386 |
- 424 045 |
| Purchase of intangible assets | 6 | - 2 423 |
- 17 699 |
- 43 195 |
| Interest received | 2 965 | 9 012 | 32 017 | |
| Settlement of contingent considerations related to acquisitions | 0 | 0 | - 85 963 |
|
| Total return swap cash collateral payments |
-137 015 | 0 | 0 | |
| Sale of shares in associated companies | 12 | 0 | 0 | 274 029 |
| Investment in associated companies | 12 | 0 | 0 | - 29 305 |
| Other investments | - 240 405 |
- 11 686 |
- 78 320 |
|
| Net cash flow from investing activities | - 427 227 | - 167 759 | - 354 781 | |
| - of which from continuing operations |
- 427 227 |
- 62 084 |
15 168 | |
| - of which from discontinued operations |
0 | - 105 675 |
- 369 949 |
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 | Q1 2024 | Q1 2023 | 2023 |
|---|---|---|---|---|
| Financing cash flows | ||||
| Net repayment (-) / proceeds (+) from interest bearing loans | 9 | 526 061 | 701 972 | 189 073 |
| Interest payments on interest-bearing liabilities | - 39 278 |
- 51 911 |
- 170 964 |
|
| Repayment of lease liabilities (incl. Interests) | 7 | - 21 300 |
- 28 590 |
- 101 052 |
| Net proceeds from share capital increase (subsidiary) | 0 | 484 519 | 576 180 | |
| Net proceeds from purchase (-) and sale (+) of treasury shares |
0 | - 13 671 |
- 63 722 |
|
| Net cash flow from financing activities | 465 483 | 1 092 319 |
429 516 | |
| - of which from continuing operations |
- 465 483 |
- 151 343 |
- 870 192 |
|
| - of which from discontinued operations | 0 | 1 243 662 | 1 299 708 | |
| Changes in cash and cash equivalents |
||||
| Net change in cash and cash equivalents | - 61 483 |
957 307 | 457 825 | |
| Net currency exchange differences | 16 409 | - 20 862 |
- 43 609 |
|
| Cash and cash equivalents in Hexagon Purus derecognized due to deconsolidation 29 June 2023 |
13 | 0 | 0 | -973 413 |
| Cash and cash equivalents at start of period | 154 350 | 713 547 | 713 547 | |
| Cash and cash equivalents at end of period | 109 276 | 1 649 991 | 154 350 | |
| - of which from continuing operations |
109 276 | 283 609 | 154 350 | |
| - of which from discontinued operations |
0 | 1 366 382 |
0 | |
| Liquidity overview | ||||
| Available unused credit facilities continuing operations | 62 684 | 335 733 | 588 745 | |
| - of which from continuing operations |
62 684 | 318 642 | 588 745 | |
| - of which from discontinued operations |
17 091 | 0 | ||
| Liquidity reserve | 171 961 | 1 985 724 |
743 095 | |
| - of which from continuing operations |
171 961 | 602 251 | 743 095 | |
| - of which from discontinued operations |
0 | 1 383 473 |
0 |
| 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 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 | - 122 962 |
- 122 962 |
- 48 504 |
- 171 466 |
||||||
| Other comprehensive income for the period | 13 | 138 207 | 138 207 | 25 391 | 163 598 | |||||
| Total comprehensive income | 138 207 | - 122 962 |
15 244 | - 23 113 |
- 7 868 |
|||||
| Share-based payments | 9 867 |
1 608 |
11 475 |
743 | 12 218 |
|||||
| 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 | - 17 676 |
- 17 676 |
- 8 170 |
- 25 846 |
||||||
| Share capital increase in other subsidiaries | 10 365 | 10 365 | ||||||||
| 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 |
|||||
| As of 31 March 2023 |
20 162 | - 9 |
2 075 999 |
142 213 |
419 343 |
775 380 | 3 433 087 |
781 234 | 4 214 321 |
| 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 | - 157 739 |
- 157 739 |
0 | - 157 739 |
||||||
| Other comprehensive income for the period | 13 | 102 876 |
30 068 | 132 943 | 0 | 132 943 | ||||
| Total comprehensive income | 102 876 | - 127 671 |
- 24 795 |
0 | - 24 795 |
|||||
| Share-based payments | 12 614 | 12 614 |
12 614 | |||||||
| Movement in treasury shares etc. |
81 | - 81 |
0 | 0 | ||||||
| As of 31 March 2024 |
20 162 | - 57 |
706 544 | 193 288 |
373 769 |
1 908 146 |
3 201 852 |
0 | 3 201 852 |
The condensed consolidated interim financial statements for the first quarter of 2024, which ended 31 March 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 7 May 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) | Q1 2024 | Q1 2023 | 2023 |
|---|---|---|---|
| Unaudited | Unaudited | Audited | |
| Hexagon Agility | |||
| Sale of cylinders, systems, and equipment (at point in time) | 756 420 | 792 846 | 3 885 528 |
| Sale of systems, services, and funded development (transferred over time) | 0 | 0 | 0 |
| Sales of cylinders, systems, and equipment to group- and associated companies |
143 374 | 104 275 | 428 174 |
| Other operating income | 0 | 130 | 2 700 |
| Total revenue from contract with customers | 899 793 | 897 251 | 4 316 402 |
| Rental income | 1 419 | 1 040 | 4 102 |
| Total revenue and other operating income | 901 212 | 898 291 | 4 320 503 |
| Segment operating profit before depreciation (EBITDA) | 64 605 | 33 909 | 380 903 |
| Segment operating profit (EBIT) | 13 576 | - 13 106 |
181 586 |
| Segment assets | 4 385 011 | 4 678 893 | 4 166 566 |
| Segment liabilities | 1 669 397 |
2 113 425 |
1 596 489 |
| Hexagon Ragasco | |||
|---|---|---|---|
| Sale of cylinders, systems, and equipment (at point in time) | 143 194 | 187 605 | 675 084 |
| Sale of systems, services, and funded development (transferred over time) | 0 | 0 | 0 |
| Sales of cylinders, systems, and equipment to group- and associated companies | 0 | 667 | 3 399 |
| Other operating income | 186 | 26 | 220 |
| Total revenue from contract with customers | 143 380 | 188 298 | 678 703 |
| Rental income | 0 | 0 | 0 |
| Total revenue and other operating income | 143 380 | 188 298 | 678 703 |
| Segment operating profit before depreciation (EBITDA) Segment operating profit (EBIT) |
17 586 6 983 |
47 080 37 931 |
114 209 75 576 |
| Segment assets | 585 757 | 640 034 | 568 928 |
| (NOK 1000) | Q4 2022 | 2023 | 2023 |
|---|---|---|---|
| Unaudited | Unaudited | Audited | |
| Hexagon Digital Wave | |||
| Sale of cylinders, systems, and equipment (at point in time) | 40 350 | 36 160 | 160 893 |
| Sale of systems, services, and funded development (transferred over time) | 0 | 0 | 0 |
| Sales of cylinders, systems, and equipment to group- and associated companies |
976 | 8 473 | 15 485 |
| Other operating income | 322 | 707 | 2 340 |
| Total revenue and other operating income | 41 648 | 45 340 | 178 718 |
| Rental income | 0 | 0 | 0 |
| Total revenue | 41 648 | 45 340 | 178 718 |
| Segment operating profit before depreciation (EBITDA) | - 944 |
1 900 | 7 813 |
| Segment operating profit (EBIT) | - 3 480 |
301 | 1 044 |
| Segment assets | 138 769 | 115 233 | 122 689 |
| Segment liabilities | 73 369 | 47 789 | 57 427 |
Due to the deconsolidation of Hexagon Purus as of 29 June 2023, Hexagon Purus is no longer regarded as a separate segment within the Hexagon Group. Hexagon Purus financials are presented as discontinued operations in note 14. See also note 13 for further information related to the deconsolidation of Hexagon Purus.
| (NOK 1000) | Q1 2024 | Q1 2023 | 2023 |
|---|---|---|---|
| Interest income | 2 965 | 4 336 | 19 301 |
| Interest expenses | - 36 837 |
- 43 444 |
- 161 157 |
| Interest expenses on lease liabilities (IFRS 16) | - 6 463 |
- 5 588 |
- 22 850 |
| Net interest expenses | - 40 334 |
- 44 695 |
- 164 706 |
| TRS derivative gain/loss | - 75 264 |
0 | - 124 609 |
| Other derivatives gains/losses | 8 739 | - 9 272 |
1 398 |
| Foreign exchange gains/losses | - 4 066 |
15 140 | 12 043 |
| Other financial expenses/income (net) | - 135 |
- 1 016 |
312 |
| Other financial items (net) |
- 111 059 |
- 39 845 |
- 275 562 |
| 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 | 50 350 | 8 842 | 59 192 | 52 194 | 31 796 | 83 991 | |
| Additions discontinued operations (Hexagon Purus) | 0 | 0 | 0 | 95 192 | 6 639 | 101 832 | |
| Disposals / expirations | 0 | 0 | 0 | 0 | 0 | 0 | |
| Depreciations from continuing operations | - 33 858 |
- 18 407 |
- 52 265 |
- 30 058 |
- 16 154 |
- 46 212 |
|
| Depreciations from discontinued operations, Hexagon Purus (note 14) | 0 | 0 | 0 | - 9 358 |
- 6 793 |
- 16 150 |
|
| Impairments from continuing operations | 0 | 0 | 0 | 0 | 0 | 0 | |
| Impairments from discontinued operations, Hexagon Purus (note 14) |
0 | 0 | 0 | 0 | 0 | 0 | |
| Currency translation differences | 42 294 | 16 931 | 59 225 | 84 138 | 26 309 | 110 447 | |
| Derecognition from deconsolidation of Hexagon Purus (note 13) |
0 | 0 | 0 | 0 | 0 | 0 | |
| Carrying value as of 31 March |
1 006 723 |
372 991 | 1 379 714 |
1 528 415 |
515 031 | 2 043 446 |
| 2024 | 2023 | |||||||
|---|---|---|---|---|---|---|---|---|
| Other | Other | |||||||
| Customer | intangible | Customer | intangible | |||||
| (NOK 1000) | Goodwill | relationships | assets1) | Total 2023 | Goodwill | relationships | assets1) | Total 2022 |
| Carrying value as of 1 January | 1 232 880 |
252 447 | 300 279 | 1 785 606 |
1 717 097 |
363 924 | 489 833 | 2 570 853 |
| Additions continuing operations | 0 | 0 | 2 423 | 2 423 | 0 | 0 | 7 701 | 7 701 |
| Additions discontinued operations (Hexagon Purus) | 0 | 0 | 0 | 0 | 0 | 0 | 9 998 | 9 998 |
| Amortizations from continuing operations | 0 | - 6 535 |
- 9 132 |
- 15 668 |
0 | - 7 608 |
- 7 653 |
- 15 261 |
| Amortizations from discontinued operations, Hexagon Purus (note 14) |
0 | 0 | 0 | 0 | 0 | - 5 209 |
- 6 442 |
- 11 652 |
| Currency translation differences | 72 223 | 15 365 | 14 249 | 101 837 | 117 986 | 24 552 | 21 312 | 163 849 |
| Derecognition from deconsolidation of Hexagon Purus (note 13) |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Carrying value as of 31 March |
1 305 103 |
261 277 | 307 819 | 1 874 199 |
1 835 083 |
375 658 | 514 748 | 2 725 488 |
| 1) Other intangible assets consist of technology and development, patents and licenses and other rights |
Intangible assets are reviewed each quarter for impairment indicators, including market changes, technological development, order backlog and other changes that might potentially reduce the value of the assets. For goodwill, impairment tests are performed annually in the fourth quarter, or immediately in the case of an impairment indicator. Goodwill is tested using the value in use approach determined by discounting expected future cash flows. If the impairment test reveals that an asset's carrying amount is higher than its value in use, an impairment loss will be recognized. During the quarter there were no indicators of impairment of intangible assets.
| (NOK 1000) | 2024 | 2023 |
|---|---|---|
| Carrying value as of 1 January | 449 127 | 551 592 |
| New lease liabilities recognized in the period - continuing operations |
8 842 | 31 796 |
| New lease liabilities recognized in the period - discontinued operations (Hexagon Purus) |
0 | 6 639 |
| Cash payments for the principal portion of the lease liability | - 14 837 |
- 19 656 |
| Cash payments for the interest portion of the lease liability | - 6 463 |
- 8 934 |
| Interest on lease liabilities - continuing operations |
6 463 | 5 482 |
| Interest on lease liabilities - discontinued operations (Hexagon Purus) |
0 | 3 452 |
| Currency translation differences | 20 798 | 30 666 |
| Derecognition from deconsolidation of Hexagon Purus | 0 | 0 |
| Carrying value as of 31 March |
463 931 | 601 037 |
Lease liabilities are to a large extent related to lease agreements for office- and production premises, in addition to some vehicles, machinery and equipment.
| Settlements | Reclass. | Derecognition | ||||||
|---|---|---|---|---|---|---|---|---|
| Carrying | Additions | /payments | from non | from | Carrying | |||
| value | Fair value | in the | in the | current to | Currency | deconsolidation of | value | |
| (NOK 1000) | 01.01.2024 | adjustment | period | period | current | translation | Hexagon Purus | 31.03.2024 |
| Cross currency swap (fair value) | 0 | 0 | 0 | 0 | ||||
| Total non-current other financial liabilities | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Cross currency swap (fair value) | 252 299 | 84 567 | 336 866 | |||||
| Other current financial liabilities (TRS) | 124 609 | 75 264 | 0 | - 137 015 |
0 | 0 | 62 858 | |
| Total current other financial liabilities | 376 909 | 159 830 | 0 | - 137 015 |
292 088 | 0 | 0 | 399 724 |
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 in the first quarter of 2023, the comparable table for 2023 below includes thus movements related to Hexagon Purus.
| Settlements | Reclass. | Derecognition | ||||||
|---|---|---|---|---|---|---|---|---|
| Carrying | Additions | /payments | from non | from | Carrying | |||
| value | Fair value | in the | in the | current to | Currency | deconsolidation of | value | |
| (NOK 1000) | 01.01.2023 | adjustment | period | period | current | translation | Hexagon Purus | 31.03.2023 |
| Cross currency swap (fair value) | 216 885 | 84 879 | 301 765 | |||||
| Contingent liabilities from business combinations (fair value) | 39 789 | - 39 789 |
0 | 0 | ||||
| Total non-current other financial liabilities | 256 675 | 84 879 | 0 | 0 | - 39 789 |
0 | 0 | 301 765 |
| Deferred payment from business combination (amortized cost) | 45 776 | 0 | 3 832 | 49 608 | ||||
| Contingent liabilities from business combinations (fair value) | 29 275 | 0 | 39 789 | 5 782 | 0 | 74 847 | ||
| Total current other financial liabilities | 75 051 | 0 | 0 | 0 | 39 789 |
9 614 | 0 | 124 455 |
Deferred payments and contingent liabilities are related to the acquisition of Wystrach and Wyrent 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 | 2023 | ||||||
|---|---|---|---|---|---|---|---|
| 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 |
526 061 | 526 061 | 800 000 | 25 063 | 825 063 | ||
| - Transaction costs |
0 | - 23 091 |
- 23 091 |
||||
| - Repayment of liabilities |
0 | - 100 000 |
- 100 000 |
||||
| without cash settlement: Financing activities |
|||||||
| - Reclassification 1st year`s instalments |
0 | ||||||
| Reclassifications non-current to current 1) - |
0 | 0 | |||||
| - Equity component of convertible bond (less transaction costs) |
0 | - 270 318 |
- 270 318 |
||||
| - Currency translation differences |
0 | 3 811 | 3 811 | ||||
| - Other transactions without cash settlement |
684 | 684 | 857 | 1 292 | 2 149 | ||
| Derecognition from deconsolidation of Hexagon Purus 2) - |
0 | 0 | 0 | 0 | 0 | ||
| Liabilities as of 31 March |
0 | 1 635 213 |
1 635 213 |
507 448 | 1 487 243 |
159 738 | 2 154 429 |
1) Hexagon's debt facilities with its banking partners, DNB and Danske Bank mature in December 2024, and have thus been classified and presented as current. Hexagon renewed its debt facilities on 30 April 2024.
The principal loan financing facility in Hexagon Composites ASA is a Senior Secured bilateral facility with DNB Bank and Danske Bank. The overall size of the committed facility as of the end of the current period was NOK 1 700 million, comprising a term loan of NOK 1 100 million, an overdraft facility of NOK 250 million, a multi-currency revolving credit facility (RCF) of NOK 350 million. As of quarter-end, total drawings amounted to NOK 1 637 million after excluding amortized transaction costs of 2 million. 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.
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, 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 Q1-2023.
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 31.12.2023.
| 31 March 2024 |
31 December 2023 |
||||
|---|---|---|---|---|---|
| (NOK 1000) | Level | Carrying amount Fair value |
Carrying amount | Fair value | |
| Financial assets: | |||||
| Other non-current financial assets 1) | 2 | 380 860 | 380 860 | 125 667 | 125 667 |
| Other current financial assets | 0 | 0 | 0 | 0 | |
| Total financial assets | 380 860 | 380 860 | 125 667 | 125 667 | |
| Financial liabilities: | |||||
| Non-current contingent liabilities | 3 | 0 | 0 | 0 | 0 |
| Other non-current financial liabilities | 3 | 0 | 0 | 0 | 0 |
| Current interest-bearing liabilities | 2 | 1 635 213 |
1 637 316 |
1 108 468 |
1 111 255 |
| 2) Other current financial liabilities |
2 | 399 724 | 399 724 | 376 909 | 376 909 |
| Total financial liabilities | 2 034 937 |
2 037 040 |
1 484 376 |
1 488 164 |
1) Other non-current financial assets relate largely to convertible bond investment of NOK 200.0, loans to Cryoshelter BioLNG of NOK 145.0 million measured at amortized cost and the fair value on interest rate swaps of NOK 30.1 million.
2) Other current financial liabilities relate to the fair value of a cross-currency swap of NOK 336.9 and the fair value of a total return swap (TRS) of NOK 62.9 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 -199.9 million. The carrying value of the TRS as of 31 March 2024 was NOK 62.9 million net of cash collateral payments (margin calls) of NOK 137 million made during the first quarter 2024.
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 |
0 |
| Instruments exercised | - 1 024 375 |
0 |
| Instruments lapsed/cancelled/adjusted | - 157 932 |
-12 151 |
| Outstanding 31 March 2024 |
12 737 820 |
512 376 |
| Exercise price (NOK) (in the case of new shares issued) |
0.10 | 0.10 |
| Expected lifetime (years) | 3 | 3 |
| Weighted average exercised share price (NOK) during the year | 18.46 | NA |
The fair value of the PSUs and RSUs is 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 11.5 million including social security costs YTD per 31 March 2024. The fair value of all unamortized outstanding PSUs (maximum 12,737,820) and RSUs (512,376) is estimated to NOK 110.5 million per 31 March 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 -4.3 million YTD per 31 March 2024. Remaining unamortized accrual is estimated to MNOK 0.0 million as of 31 March 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 30.06.2023, see quarterly financials at hexagonpurus.com.
| Business | Acquisition / | Ownership | Ownership | Ownership | Accounting | ||
|---|---|---|---|---|---|---|---|
| List of associated companies | Country | segment | recognition | 31.03.2023 | 31.12.2023 | 31.03.2024 | method |
| Hexagon Purus ASA 1) | Norway | Other | 29.06.2023 | 1) 68.4% |
38.4% | 38.4% | Equity method |
| Cryoshelter BioLNG GmbH | Austria | Agility | 01.08.2022 | 40.0% | 40.0% | 40.0% | Equity method |
1) Hexagon Purus was consolidated as a subsidiary up until 29 June 2023. Since 29 June 2023, Hexagon Purus has been accounted for as an associated company applying the equity method following loss of control and deconsolidation of the company as a subsidiary effective on the same date.
| Hexagon Purus | Cryoshelter Bio-LNG | Total | ||||
|---|---|---|---|---|---|---|
| (NOK 1000) | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 |
| Share of profit after tax | - 61 769 |
- 6 811 |
- 2 810 |
- 68 580 |
- 2 810 |
|
| PPA amortizations associated companies | - 6 224 |
- 664 |
- 639 |
- 6 888 |
- 639 |
|
| Total profits/losses from investments in associates per 31 March |
- 67 993 |
- 7 475 |
- 3 449 |
- 75 468 |
- 3 449 |
| Hexagon Purus | Cryoshelter Bio-LNG | 1) Other associates |
Total | |||||
|---|---|---|---|---|---|---|---|---|
| (NOK 1000) | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 |
| Carrying value as of 1 January |
1 225 107 |
0 | 20 243 | 0 | 33 029 | 1 225 107 |
53 272 | |
| Share of profit after tax incl. PPA amortizations | - 67 993 |
- 7 475 |
- 3 449 |
- 1 947 |
- 75 468 |
- 5 396 |
||
| Share of other comprehensive income | 30 068 | 30 068 | ||||||
| Currency translation effects | - 317 |
- 206 |
- 59 |
- 317 |
- 265 |
|||
| Carrying value as of 31 March |
1 187 182 |
- 7 791 |
16 588 | 0 | 31 023 | 1 179 391 |
47 611 | |
| Fair value (if there is a quoted market) as of 31 March | 664 351 |
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.
Following loss of control and deconsolidation of Hexagon Purus as a subsidiary effective from 29 June 2023, Hexagon Composites' investment in Hexagon Purus is being accounted for as an associated company applying the equity method. On 29 June 2023, following the dividend-in-kind decision, Hexagon Composites' ownership in Hexagon Purus was effectively reduced to 43.4%. The initial recognition and measurement of Hexagon Purus under the equity method amounted to NOK 2 379 million, representing 43.4% of the fair market value of Hexagon Purus on 29 June. Furthermore, on 29 June, Hexagon Composites sold 13.8 million Hexagon Purus shares and simultaneously entered into a total return swap (TRS) representing 5% of the total outstanding shares in Hexagon Purus. The transaction was closed at NOK 19.80 per share for a total consideration of NOK 274 million. Based on the substance of the agreements and the circumstances for the sale, the sale of shares associated with the TRS agreements 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.
| (NOK 1000) | Hexagon Purus | Hexagon share | ||
|---|---|---|---|---|
| 100% basis | ||||
| Ownership % | 38.4% | |||
| Number of shares | 276 797 456 |
106 296 223 |
||
| Share price (NOK / share) |
19.80 | 19.80 | ||
| 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 | ||
| Book value of equity as of 29 June 2023 |
2 348 204 | 901 761 | ||
| Fair value/PPA-adjustments: | 3 132 386 | 1 202 904 | ||
| - hereof intangible assets |
778 206 | 298 848 | 25% | Lifetime: 7 – 15 years |
| - hereof goodwill |
2 354 180 | 904 056 | 75% | Lifetime: Indefinite |
During the second half of 2023 and in the first quarter of 2024, Hexagon Purus experienced a significant decline in its market value. As of 31 March, the Hexagon Purus share price closed at NOK 6.25/share, translating to a fair value of Hexagon's share in Hexagon Purus of NOK 664 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 68 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. Taking into account Hexagon's equity method accounting of Hexagon Purus in the first quarter of 2024, the carrying value as of 31 March 2024 ended at NOK 1 187 million. As of the end of the first 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 have been made.
Key assumptions for calculating value in use 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 June 2023, the Board of Hexagon Composites decided to use its mandate from the extraordinary general meeting on 28 June, to distribute 69,2 million shares in Hexagon Purus ASA ("Hexagon Purus") as dividend in kind to its shareholders. The distribution represented 25% of the total outstanding shares in Hexagon Purus and effectively reduced Hexagon's ownership in Hexagon Purus from 68,4% to 43,4%. On the same day and subsequent of the Board meeting, Hexagon sold, and entered into a total return swap (TRS) agreements with its Nordic Banking Partners, representing 5% of the total outstanding shares in Hexagon Purus, or 13,8 million shares. Since 29 June, Hexagon holds 38,4% of the voting rights (106,3 million shares) in Hexagon Purus and a total return swap of 5% (13.8 million shares).
Following the above-mentioned events, Hexagon management made a reassessment of its control consideration in Hexagon Purus, and after considering all relevant facts and circumstances, management concluded that control was lost as of 29 June. Key factors pertaining to this conclusion were the reduced voting 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, Hexagon derecognized all assets and liabilities, including non-controlling interests, associated with Hexagon Purus as of 29 June. The table below shows the one-off accounting gain resulting from the deconsolidation of Hexagon Purus as of 29 June.
| Gain from deconsolidation of Hexagon Purus | ||
|---|---|---|
| (NOK 1000) | ||
| Fair value of Hexagon Purus shares distributed as dividend in kind (69 164 402 shares x NOK 19.80 per share) |
1 369 455 |
|
| Fair vale recognition of retained Hexagon Purus shares as associated company (120 136 095 shares x NOK 19.80 per share) |
2 378 695 |
|
| a) | Total consideration of Hexagon Composites' share in Hexagon Purus | 3 748 150 |
| Derecognition book value of net assets related to Hexagon Purus | 2 348 204 |
|
| Derecognition book value of non-controlling interests related to Hexagon Purus | - 834 841 |
|
| b) | Total book values related to Hexagon Purus derecognized | 1 513 363 |
| c) | Reclassification of positive FX translation differences from OCI to profit/loss related to Hexagon Purus | 118 307 |
| a-b+c) | Gain from deconsolidation of Hexagon Purus | 2 353 094 |
| Income tax from deconsolidation of Hexagon Purus | 0 | |
| Transaction costs directly related to the deconsolidation of Hexagon Purus |
1 792 | |
| Net gain from deconsolidation of Hexagon Purus (as reported) |
2 351 302 |
Hexagon Purus is classified as an associated company and accounted for using the equity method effective from 29 June 2023 and onwards. 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 Purus which was deconsolidated as of 29 June 2023. See also note 13 for further information. As Hexagon Purus represented a separate major line of business and a separate segment within the Hexagon Group prior to deconsolidation, the component represented a discontinued operation and is thus presented as such up to and including Q2 2023. The profit or loss from discontinued operations (Hexagon Purus) as incorporated into Hexagon Group accounts is shown in the table below.
In the second half of 2023, Hexagon Purus has been accounted for as an associated company under the equity method (see note 12) and is thus no longer fully consolidated in Hexagon's group accounts. Therefore, there are no figures in the table below for Hexagon Purus in the column for Q1 2024. Reference is also made to Hexagon Purus' Q3 and Q4 2023 report for further information related to Hexagon Purus' quarterly financials.
| (NOK 1000) | Q1 2024 |
Q1 2023 |
2023 |
|---|---|---|---|
| Consolidated 100% | |||
| N/A – not consolidated | Consolidated 100% | up to 29 June 2023 | |
| Total revenue and other operating income | 243 977 | 573 544 | |
| Cost of materials | 156 157 | 334 830 | |
| Payroll and social security expenses | 139 426 | 295 899 | |
| Other operating expenses | 60 405 | 143 846 | |
| Total operating expenses before depreciation | 355 989 | 774 575 | |
| Operating profit before depreciation and amortization (EBITDA) | - 112 012 |
- 201 031 |
|
| Depreciation, amortization, and impairment | 27 801 | 58 756 | |
| Operating profit (EBIT) | - 139 813 |
- 259 787 |
|
| Profit/loss from investments in associated companies | - 1 947 |
- 4 402 |
|
| Other financial items (net) | - 12 941 |
- 40 395 |
|
| Profit/loss before taxes from discontinued operations | - 154 702 |
- 304 584 |
|
| Income tax expenses | - 550 |
- 2 984 |
|
| Profit/loss after taxes from discontinued operations | - 154 151 |
- 301 600 |
|
| Gain from deconsolidation of Hexagon Purus before taxes (see note 13) | 2 351 302 |
||
| Income tax on gain from deconsolidation of Hexagon Purus | 0 | ||
| Gain from deconsolidation of subsidiary Hexagon Purus after taxes | 2 351 302 |
||
| Profit/loss after taxes from discontinued operations according to income statement | - 154 151 |
2 049 703 |
|
• On 30 April, Hexagon renewed its Senior Secured bilateral loan financing facility with DNB Bank and Danske Bank. 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.
A total of 21,321,439 shares (Q4'23: 10,449,581 shares) in Hexagon Composites ASA were traded on the Oslo Stock exchange during the first quarter of 2024. In the quarter, the share price moved between NOK 18.03 (NOK 24.30) and NOK 29.48 (NOK 28.88), ending the quarter at NOK 18.81, giving a market capitalization of NOK 3.8 billion (NOK 5.8 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 7 May 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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