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Hexagon Composites — Interim / Quarterly Report 2022
Nov 1, 2022
3619_rns_2022-11-01_d8167406-80c5-4954-a9e5-651d252f9136.pdf
Interim / Quarterly Report
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Key figures
| (NOK million) | Percent | First nine | First nine |
Percent | |||
|---|---|---|---|---|---|---|---|
| Q3 2022 |
Q3 2021 |
change | months 2022 |
months 2021 |
change | FY 2021 | |
| Revenue | 222 | 103 | 115 % |
592 | 249 | 138 % | 508 |
| Operating profit before depreciation (EBITDA) | -92 | -80 | n/a | -297 | -211 | n/a | -272 |
| Operating profit (EBIT) | -116 | -96 | n/a | -366 | -245 | n/a | -325 |
| Profit before tax | -65 | -97 | n/a | -308 | -266 | n/a | -347 |
| Profit after tax from continuing operations | -66 | -96 | n/a | -309 | -264 | n/a | -345 |
| Profit from discontinued operations, after tax | 0 | -13 | n/a | 0 | -32 | n/a | -9 |
| Profit for the period | -66 | -109 | n/a | -309 | -296 | n/a | -354 |
Highlights of Q3 2022
- Revenue grew 115 % year over year to NOK 222 million, including NOK 143 million contribution from Wystrach driven by strong demand in hydrogen distribution applications
- Received purchase orders worth NOK 290 million for hydrogen distribution systems for multiple customers to be deployed in Europe including Germany, Poland and Netherlands
- Exited the quarter with total backlog exceeding NOK 1 billion
- Successfully closed the acquisition of 40% of Cryoshelter's liquid hydrogen business bringing early-stage expertise in liquid hydrogen tank technology for zero emission mobility applications which could potentially result in a future complementary offering to Hexagon Purus's market leading compressed hydrogen cylinder technology
The Hexagon Purus Group
Unless otherwise stated, the income statements for the periods in 2022 and the balance sheet as of 31 of December 2021 presented in this document relate to Hexagon Purus' emobility business. The results of Hexagon Purus' Compressed Natural Gas Light Duty Vehicle (CNG LDV) business in 2021 are reported as discontinued operations following the successful spin-off of Hexagon Purus from the Hexagon Composites ASA group and the transfer of Hexagon Purus' CNG LDV business to new entities under the ownership of Hexagon Composites ASA which was completed on 1 of October 2021.
In the third quarter of 2022, Hexagon Purus Group ("the Company") generated NOK 222 (103) million in revenue and recorded operating profit before depreciation (EBITDA) of NOK -92 (-80) million. Revenue growth of 115 % was driven by the acquisition of Wystrach which contributed NOK 143 million in sales.
Reported revenue for the first nine months of 2022 grew 138% to NOK 592 (249) million also driven by Wystrach contribution which benefited from increased sales in hydrogen distribution primarily as well as rail applications.
Continued investments in personnel and infrastructure to support and accelerate Hexagon Purus' future growth drive negative profitability. Additionally, the Group has been subject to inflationary pressure in the cost of its key inputs which is being addressed through offsetting pricing actions as well as cost reduction efforts.
Hexagon Purus recorded a loss after tax (before profit from discontinued operations) of NOK -66 (-95) million in the third quarter of 2022. Net financial items were NOK 51 (-1) million driven primarily by the reclassification of the shares in Norwegian Hydrogen AS from an associated company to an equity instrument at fair value (see note 11 for more details), as well as foreign exchange fluctuations. Tax items were NOK 1.5 (-1) million.
Net loss after tax (before profit from discontinued operations) in the first nine months of 2022 was NOK -309 (-264) million. Net financial items were NOK 58 (-21) million driven primarily by the reclassification of the shares in Norwegian Hydrogen AS from an
associated company to an equity instrument at fair value, foreign exchange fluctuation and a reduction in intercompany debt positions. Tax expenses were NOK 1.3 (-1.2) million.
At quarter-end, the balance sheet amounted to NOK 2 636 (1 894) million and the Group's equity ratio was 68 % (71 %).
Key developments in the first nine months of 2022
- Received purchase orders worth approximately EUR 48 million for hydrogen distribution systems from various customers
- Signed a long-term binding letter of intent (BLOI) with Hino Motors Manufacturing U.S. to provide battery packs for multiple Hino truck platforms with serial production planned from 2024. The potential total sales value over the life of the BLOI is estimated at USD 1 billion
- Signed investment agreements together with CIMC Enric to establish a joint production facility in Shijiazhuang, Hebei and the CIMC-Hexagon New Energy Technologies management office and engineering hub in Beijing Daxing District International Hydrogen Development Zone. In addition, the Shijiazhuang and Beijing Daxing governments have made a strong commitment to support the development of the CIMC-HEXAGON business in their regions through 2030
- Successfully completed a private placement in February resulting in NOK 600 million of gross proceeds
- Successfully closed the acquisition of 40% of Cryoshelter's liquid hydrogen storage business. The transaction is in conjunction with Hexagon Composites' acquisition of a 40% stake in Cryoshelter's liquid natural gas (LNG) storage business. Cryoshelter's liquid hydrogen tank technology is in the early stage of development and builds on superior and differentiated LNG technology that
provides more fuel capacity and longer hold times (a critical requirement for cryogenic storage) than competing offerings. The transaction brings earlystage expertise in liquid hydrogen tank technology for zero emission mobility applications and could potentially result in a future complementary offering to Hexagon Purus's market leading compressed hydrogen cylinder technology
- Selected to work together with BMW, Robert Bosch and TesTneT Engineering to develop an innovative hydrogen storage system solution for future fuel cell passenger cars
- Hexagon Purus Maritime, a wholly owned subsidiary of Hexagon Purus, received its inaugural order for cylinders to be used in onboard storage of hydrogen in maritime vessels with scheduled delivery in Q4 2022
- Selected as partner for the second year in a row by New Flyer, North America's largest mass mobility solutions provider. Hexagon Purus will supply highpressure hydrogen storage cylinders for New Flyer's zero emission Xcelsior CHARGE H2 (TM) hydrogen fuel cell electric transit buses in 2022. Total contract value is approximately USD 2 million
- Received inaugural order for high-pressure hydrogen fuel systems from a Polish bus OEM for serial production of fuel cell transit buses
- CIMC-HEXAGON signed a Memorandum of Understanding with Bravo Transport Services to develop hydrogen storage cylinder systems for hydrogen fuel-cell double decker buses in Hong Kong. The initial scope of the MoU is for CIMC-HEXAGON to provide a Type 4 hydrogen storage cylinder system for the first fuelcell double decker bus in Hong Kong with scheduled delivery in July 2022
- Signed a 15-year lease for a new hydrogen cylinder production and office facility in Kassel, Germany, expected to be ready for move in the second half of 2023
- Signed a 10-year lease for a 60,000 square foot facility in Westminster, USA for cylinder manufacturing and engineering, expected to be ready for move in the second half of 2022
• Jannicke Hilland stepped down as a member of the Company's Board of Directors. Ms. Hilland saw a need to limit her number of board memberships due to overall workload
Regarding the situation in Ukraine and Russia
Given the Group's relatively limited investments and market activities in Russia and Ukraine and their surrounding areas, management does not assess the Russian invasion of Ukraine to have a significant direct effect on the reported figures as of 30 September 2022.
Key developments after balance sheet date
- Secured a framework agreement for delivery of hydrogen distribution systems to a leading European producer of green hydrogen; the minimum value of the framework agreement is approximately EUR 9.7 million
- Selected by CaetanoBus as preferred supplier of high-pressure hydrogen fuel systems for serially produced fuel cell transit buses, The estimated potential value over the lifetime of the frame agreement is approximately EUR 35 million
- There have been no other significant events after the balance sheet date that have not already been disclosed in this report
Liquidity and funding situation
As of 30 September, Hexagon Purus had NOK 481 million in cash. Group management and the Board are currently assessing several funding alternatives, including but not limited to, different types of equity and debt instruments. Funding of the Company's ongoing operations and strategic objectives is and will be dependent upon external sources of financing. Significant changes and volatility in macroeconomic and financial market conditions may impact investor sentiment.
Outlook
Hexagon Purus' revenue growth in the near-term continues to be driven by early adopter applications of hydrogen, primarily hydrogen distribution and fuel cell transit bus.
The acquisition of Wystrach has brought many benefits to Hexagon Purus including additional capacity to serve the rapidly growing market for distribution systems, exposure to early rail adopters, an expanded product portfolio, a recurring base business, vertical integration into systems design and manufacturing, and increased exposure to new hydrogen infrastructure applications including mobile refueling and stationary storage solutions. This acquisition has also resulted in significantly enhanced revenue visibility for Hexagon Purus. In order to meet this growing demand, the Company has embarked on an expansion of its hydrogen distribution module capacity at the Wystrach facility in Weeze, Germany. It is expected to be operational towards the end of 2023.
Sales cycles in the automotive space can be long and highly engineering intensive. Hexagon Purus continues to execute on the scale up required to support heavy-duty truck customers such as Hino and Nikola while pursuing other opportunities in this space. As such, while revenue contribution from heavy-duty vehicle applications has been relatively low in recent quarters, development work and project activity in this key application remain high. It is expected that revenue contribution from this application will grow in the coming years as Hexagon Purus´ customers 'battery and fuel cell electric vehicle platforms transition to commercial start of production.
Global supply chains remain constrained and lead times for certain components such as high-pressure flow components, wire harness assemblies and battery cells remain extended while material costs have increased. It is not possible to predict when supply chains will normalize, but the Company continues to employ counter measures to mitigate such effects through proactive supplier management, prepurchasing of inventory and price increases.
Regulatory support favoring the Group's capabilities and product portfolio continues to grow. The REPowerEU plan presented by the European Commission in March, aims to secure Europe's energy independence by 2030. The Plan will rapidly reduce
dependence on Russian fossil fuels by fast-forwarding the clean energy transition and adapting industry and infrastructure to different energy sources and suppliers. According to the European Commission, additional investments of EUR 210 billion are needed between now and 2027, including EUR 27 billion for hydrogen infrastructure. To meet the ambition of REPower EU, Hexagon Purus expects that there will be a significant need for investments into hydrogen gas storage and transportation infrastructure with several opportunities for Hexagon Purus' leading hydrogen storage solutions portfolio.
The European Commission has further announced a EUR 3 billion initiative to create the European Hydrogen Bank that will guarantee the purchase of hydrogen and act as a market maker for hydrogen, bridging the gap between investments and future supply/demand.
In the U.S., the Inflation Reduction Act passed in August, aims to bring down costs and boost energy supply, cutting inflation and substantially reducing greenhouse gas emissions. Of the total USD 739 billion package, USD 369 billion is earmarked for "Energy Security and Climate Change" which would put the U.S. on a path to roughly 40% emissions reduction by 2030. Tens of billions of dollars will go toward supporting renewable energy development, such as tax credits and grants for clean fuels, including hydrogen, and clean commercial vehicles to reduce emissions from all parts of the transportation sector.
The U.S. also launched in September a USD 7 billion Regional Clean Hydrogen Hubs program (H2Hubs) to establish regional clean hydrogen hubs across the country. The program is expected to create networks of hydrogen producers, consumers and infrastructure.
With several growth initiatives underway, including building organizational capabilities and production capacity to support customer launch activity as well as expected market demand in the coming years in North America, Europe and Asia, Hexagon Purus is in the investment phase of its development. Such investments are expected to impact profitability over the near-to-medium term.
Despite supply chain challenges, 2022 revenue is still expected to grow approximately 75% year-over-year based on strong backlog and order trends; EBITDA losses are still expected to widen by 50% year-over-year.
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.
Risks and uncertainties
Hexagon Purus Group operates in markets with strict standards for quality and delivery, deviations from which could result in significant additional costs, lost sales and damage to the Group's reputation. The Group is exposed to production related risks such as production errors or shutdowns of its facilities which could have a material adverse effect on the Group's results of operations, cash flow and financial condition.
The Group is exposed to competing technologies and processes that could have a negative effect on the Group's competitive positioning, and in turn profitability and financial position.
The Group is exposed to developments in the prices of its raw materials and in particular the cost of carbon fiber and lithium-ion batteries. The prices of these raw materials are linked to various factors including developments in the price of oil, precursor commodities and energy and the prevailing market balance where supply is dependent on a limited number of suppliers.
The Group's products are subject to governmental laws and regulations, including regulations relating to quality, health and safety. The Group manufactures its products in accordance with, and its products are subject to inspection standards pursuant to, applicable regulation and requisite approvals. However, the Group cannot predict the future costs of complying with applicable regulations, standards and permits as these develop. Adoption of new laws, regulations or public requirements that impose more stringent requirements concerning the safety aspects of Hexagon Purus' products could result in increase of compliance expenditure, suspension of production, product
recalls or claims from third parties, which in each case could have a material adverse effect on the Group's business, financial position, results of operations and cash flow.
To the extent the Group does not generate sufficient cash from operations to fund its existing and future business plans, the Group may need to raise additional funds through public or private debt or equity financing to execute its growth strategy and to fund capital expenditures. Adequate sources of capital funding might not be available when needed or may only be available on unfavorable terms. If funding is insufficient at any time in the future, the Group may be unable to, inter alia, fund acquisitions, take advantage of business opportunities or respond to competitive pressures, any of which could adversely impact the Group's financial condition and results of operations.
The Group is exposed to global macroeconomic developments including the impact of inflation, supply chain constraints and rising interest rates. It is not possible to know the precise impacts of such developments and to what extent these may or may not persist. For additional information about risks and uncertainties we refer to Hexagon Purus' 2021 annual report. It is not expected that the above exposures and risks will have a material effect on the Group or its financial position in the next reporting period.
Statement from the Board and CEO
To the best of our knowledge, we confirm that:
- the consolidated financial statements for the period 1 January to 30 September 2022 have been prepared in accordance with "IAS 34 Interim Financial Reporting",
- the information provided in the financial statements gives a true and fair view of the Company's and Group's assets, liabilities, financial position and results for the period viewed in their entirety, and that;
- the information presented in the financial statements gives a true and fair view of important events of the period, financial position, material related party transactions and principal risks and uncertainties of the Group for the next quarter
Oslo, October 31. 2022
The Board of Directors of Hexagon Purus ASA
Condensed Financial Statements Group
Income statement
| First nine | First nine | |||||
|---|---|---|---|---|---|---|
| (NOK 1000) | Note | Q3 2022 |
Q3 2021 |
months 2022 |
months 2021 |
FY 2021 |
| Unaudited | Unaudited | Unaudited | Unaudited | |||
| Continuing operations (Purus e-mobility) | ||||||
| Revenue from contracts with customers | 3,4 | 221 707 | 102 743 | 590 087 | 248 082 | 505 797 |
| Rental income | 3,4 | 336 | 400 | 905 | 400 | 799 |
| Other operating revenue | 3,4 | 327 | 132 | 534 | 402 | 1 122 |
| Total revenue | 222 370 | 103 275 | 591 526 | 248 884 | 507 718 | |
| Cost of materials | 120 056 | 64 360 | 322 931 | 148 522 | 324 566 | |
| Payroll and social security expenses | 10 | 114 114 | 53 788 | 309 158 | 140 198 | 209 602 |
| Other operating expenses | 80 402 | 65 283 | 255 988 | 170 847 | 245 327 | |
| Total operating expenses before depreciation | 314 572 | 183 431 | 888 077 | 459 567 | 779 495 | |
| Operating profit before depreciation (EBITDA) | 4 | -92 203 | -80 156 | -296 551 | -210 682 | -271 777 |
| Depreciation and impairment | 5,6 | 23 857 | 15 806 | 69 653 | 33 944 | 53 098 |
| Operating profit (EBIT) | 4 | -116 060 | -95 962 | -366 204 | -244 626 | -324 874 |
| Share of profit/loss from investments in associates | 11 | 61 853 | 178 | 59 115 | 51 | -2 957 |
| Finance income | 2 561 | 3 247 | 26 164 | 8 624 | 14 250 | |
| Finance expense | 7 | -13 207 | -4 054 | -26 827 | -29 691 | -33 691 |
| Profit/loss before tax from continuing operations | -64 853 | -96 590 | -307 752 | -265 643 | -347 273 | |
| Tax expense |
1 454 | -651 | 1 269 | -1 220 | -2 120 | |
| Profit/loss after tax from continuing operations | -66 307 | -95 940 | -309 021 | -264 422 | -345 152 | |
| Discontinued operations (CNG LDV) | ||||||
| Profit/loss after tax for the period from discontinued operations | 4 | - | -13 330 | - | -31 757 | -8 552 |
| Profit/loss after tax | -66 307 | -109 269 | -309 021 | -296 180 | -353 704 | |
| Attributable to: | ||||||
| Equity holders of the parent | -66 246 | -109 269 | -308 960 | -296 180 | -353 704 | |
| Non-Controlling interest | 11 | -60 | - | -60 | - | - |
| Earnings per share | ||||||
| Ordinary (NOK) | -0,27 | -0,42 | -1,20 | -1,29 | -1,48 | |
| Diluted (NOK) | -0,27 | -0,42 | -1,20 | -1,30 | -1,48 | |
| Earnings per share from continuing operations | ||||||
| Ordinary (NOK) | -0,27 | -0,48 | -1,20 | -1,15 | -1,49 | |
| Diluted (NOK) | -0,27 | -0,48 | -1,20 | -1,16 | -1,49 |
Comprehensive income statement
| First nine |
First nine | ||||
|---|---|---|---|---|---|
| (NOK 1000) | Q3 2022 |
Q3 2021 |
months 2022 |
months 2021 |
FY 2021 |
| Unaudited | Unaudited | Unaudited | Unaudited | ||
| Profit/loss after tax | -66 307 | -109 269 | -309 021 | -296 180 | -353 704 |
| OTHER COMPREHENVISE INCOME: | |||||
| Items that will be reclassified through profit or loss in subsequent periods | |||||
| Exchange differences on translation of foreign operations | 31 924 | -1 225 | 74 173 | -2 557 | -11 553 |
| Net of total items that will be reclassified through profit and loss in subsequent | |||||
| periods | 31 924 | -1 225 | 74 173 | -2 557 | -11 553 |
| Total comprehensive income, net of tax | -34 383 | – 110 494 |
-234 848 | -298 737 | -365 257 |
| Attributable to: | |||||
| Equity holders of the parent | -34 315 | -110 494 | -234 780 | -298 737 | -365 257 |
| Non-Controlling interest | -67 | - | -67 | - | - |
Statement of financial position
| (NOK 1000) | Note | 30.09.2022 | 30.09.2021 | 31.12.2021 | (NOK 1000) | Note | 30.09.2022 | 30.09.2021 | 31.12.2021 |
|---|---|---|---|---|---|---|---|---|---|
| Unaudited | Unaudited | Unaudited | Unaudited | ||||||
| ASSETS | EQUITY AND LIABILITIES | ||||||||
| Property, plant, and equipment |
6 | 413 686 |
130 086 |
267 705 | Issued capital and share premium |
12 | 1 692 077 |
1 320 622 | 1 407 170 |
| Right-of-use assets | 6 | 107 320 | 39 107 | 52 219 | Other equity | 10 | 92 908 | 15 141 | 8 228 |
| Intangible assets | 5 | 797 593 | 407 712 | 752 294 | Equity attributable to holders of the | 1 784 979 | 1 335 763 | ||
| Investment in associates and joint ventures | 11 | 33 197 | 2 152 | 7 024 | parent | 1 415 398 | |||
| Non-current financial assets | 9,11 | 75 205 | - | - | Non-controlling interests | 11 | 3 641 | - | - |
| Non-current assets | 2 514 |
2 476 | 2 476 | Total equity | 1 788 620 |
1 335 763 |
1 415 398 |
||
| Total non-current assets continuing | 1 429 515 |
581 533 | 1 081 718 | Interest-bearing loans and borrowings | 9 | 48 337 | - | 42 126 | |
| operations | Lease liabilities | 7 | 88 738 | 15 459 | 31 794 | ||||
| Inventories | 452 803 | 145 782 | 261 235 | Non -current provisions | 37 | 3 | 7 235 | ||
| Trade receivables | 9 | 185 342 | 132 227 | 220 286 | Other non-current financial liabilities | 8,9 | 40 054 | - | 109 106 |
| Contracts assets (accrued revenue) | 7 210 | 2 141 | 4 165 | Net employee defined benefit liabilities | 2 385 | 74 | 1 892 | ||
| Other current assets | 9 | 79 655 | 39 883 | 80 943 | Deferred tax liabilities | 48 208 | 9 137 | 52 231 | |
| Cash and short-term deposits | 9 | 481 026 | 717 428 | 453 398 | Total non-current liabilities from | ||||
| Total current assets continuing operation | 1 206 037 |
1 037 461 | 1 020 027 | continuing operations | 227 759 | 24 674 | 244 384 | ||
| Assets held for sale | - | 275 030 | - | Trade and other payables | 9 | 199 208 | 84 483 | 191 409 | |
| Total assets | 4 | 2 635 552 |
1 894 024 | 2 101 745 | Contract liabilities | 201 968 | 45 041 | 121 827 | |
| Interest-bearing loans and borrowings | 9 | 1 587 | 164 369 | 13 635 | |||||
| Lease liabilities, short term | 7 | 20 405 | 23 019 | 21 285 | |||||
| Income tax payable | 10 285 | - | 8 178 | ||||||
| Other current financial liabilities | 8,9 | 75 551 | - | - | |||||
| Other current liabilities | 85 361 | 27 390 | 72 747 | ||||||
| Provisions | 24 809 | 26 479 | 12 882 | ||||||
| Total current liabilities from continuing | |||||||||
| operations | 619 173 | 370 780 | 441 963 | ||||||
| Liabilities directly associated with the assets | |||||||||
| held for sale | - | 162 806 | - | ||||||
| Total liabilities | 4 | 846 932 | 558 260 | 686 347 |
Total equity and liabilities 2 635 552 1 894 024 2 101 745
Cash flow statement
| First nine | First nine |
||
|---|---|---|---|
| (NOK 1000) | months 2022 |
months 2021 |
FY 2021 |
| Unaudited | Unaudited | ||
| Profit before tax (incl. discontinued operations) |
-307 752 | -297 261 | -355 687 |
| Depreciation, amortization, and impairment | 69 654 | 46 113 | 53 098 |
| Net interest expense | 541 | 7 469 | 6 968 |
| Changes in net working capital 1) | - 71 729 |
-196 434 | -169 700 |
| Other adjustments to operating cash flows | - 32 080 |
26 438 | 8 018 |
| Net cash flow from operating activities | -341 365 | -413 674 | - 457 303 |
| Purchase of property, plant, and equipment | -148 378 | -77 058 | -107 711 |
| Purchase and development of intangible assets | -33 674 | -14 560 | -37 735 |
| Cash paid related to acquisition of subsidiary; net of cash acquired | - | - | -146 189 |
| Investments in associated companies | -34 456 | - | -8 580 |
| Loans to associated companies | -7 307 | - | - |
| Proceeds from sale of shares in associated companies | - | - | 665 |
| Interest received | 3 530 | - | 1 625 |
| Net cash flow from investing activities | -220 285 | -91 618 | -297 924 |
| Net repayment ( -) / proceeds (+) from interest bearing loans |
-5 836 | -902 | -11 098 |
| Interest payment s |
-4 071 | -7 469 | -8 593 |
| Repayment of lease liabilities (incl. interests) | -17 331 | -15 882 | - 18 519 |
| Net proceeds from share capital increase in parent company |
593 866 | - | - |
| Net proceeds from share capital increase in subsidiary (NCI contribution) |
3 709 | - | - |
| Net cash flow from financing activities | 57 0 336 |
-24 252 | - 38 210 |
| Net change in cash and cash equivalents | 8 685 | -529 544 | -793 437 |
| Net currency exchange differences on cash | 18 944 | 621 | 483 |
| Cash and cash equivalents beginning of period | 453 398 | 1 246 351 | 1 246 351 |
| Cash and cash equivalents end of period | 481 026 | 717 428 | 453 398 |
1) Net working capital refers to inventories, trade receivables, contract assets, trade payables and contract liabilities
Statement of changes in equity
| Equity | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Other paid-in | Other equity | Foreign currency | attributable to | Non | |||||
| (NOK 1000) | Note | Issued | Share | capital | and retained | translation | holders of the | controlling | Total equity |
| capital | premium | earnings | reserve | parent | interest | ||||
| As of 1 January 2021 | 22 909 | 1 594 022 | 372 | - | 11 717 | 1 629 021 | - | 1 629 021 | |
| Profit for the period | -296 180 | -296 180 | -296 180 | ||||||
| Other comprehensive income | -2 557 | -2 557 | -2 557 | ||||||
| Total comprehensive income | 0 | -296 180 | 0 | - | -2 557 | -298 737 | - | -298 737 | |
| Share-based payments | 5 608 | 5 608 | 5 608 | ||||||
| Changes in paid-in capital | -129 | -129 | -129 | ||||||
| Other changes | - | - | - | ||||||
| As of 30 September 2021 | 22 909 | 1 297 713 | 5 980 | - | 9 160 | 1 335 763 | - | 1 335 763 |
|
| Equity | |||||||||
| Other equity | Foreign currency | attributable to | Non | ||||||
| Issued | Share | Other paid-in | and retained | translation | holders of the | controlling | Total equity | ||
| capital | premium | capital | earnings | reserve | parent | interest | |||
| As of 1 January 2021 | 22 909 | 1 594 022 | 372 | - | 11 717 | 1 629 021 | - | 1 629 021 | |
| Profit for the period | -353 704 | -353 704 | -353 704 | ||||||
| Other comprehensive income | -11 553 | -11 553 | -11 553 | ||||||
| Total comprehensive income | - | -353 704 | 0 | - | 11 553 | -365 257 | - | -365 257 | |
| Share-based payments | 7 691 | 7 691 | 7 691 | ||||||
| Changes in paid-in capital | 444 | 143 628 | 144 072 | 144 072 | |||||
| Transaction costs | -129 | - | -129 | -129 | |||||
| As of 31 December 2021 | 12 | 23 354 | 1 383 817 | 8 063 | - | 165 | 1 415 398 | - | 1 415 398 |
| Equity | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Other equity | Foreign currency | attributable to | Non | ||||||
| Share | Other paid-in | and retained | translation | holders of the | controlling | Total equity | |||
| Issued capital | premium | capital | earnings | reserve | parent | interest | |||
| As of 1 January 2022 | 354 23 |
1 383 817 | 8 063 | - | 165 | 1 415 398 | - | 1 415 398 | |
| Profit for the period | -308 960 |
- | -308 960 | -60 | -309 021 | ||||
| Other comprehensive income | 74 180 | 74 180 | -7 | 74 173 | |||||
| Total comprehensive income | - | -308 960 |
- | - | 74 180 | - 234 780 |
-67 | -234 848 | |
| Share-based payments | 10 495 | 10 495 | 10 495 | ||||||
| Share capital increase | 2 474 | 597 526 | 600 000 | 600 000 | |||||
| Transaction cost | -6 134 | -6 134 | - | -6 134 | |||||
| Share capital increase in | 3 709 | ||||||||
| subsidiary | 3 709 | ||||||||
| Other changes | - | - | |||||||
| As of 30 September 2022 | 12 | 25 828 | 1 666 248 |
18 557 | - | 74 345 | 1 784 979 |
3 641 | 1 788 619 |
Note 1: General information and basis for preparation
The condensed consolidated interim financial statements for the third quarter 2022, which ended 30 September, comprise Hexagon Purus ASA and its subsidiaries (together referred to as "the Group"). Hexagon Purus ASA, the parent of Hexagon Purus Group, is a public limited liability company with its registered office in Norway. The company's headquarters are at Korsegata 4B, 6002 Aalesund, Norway. Hexagon Purus ASA is listed on Euronext Growth, Oslo, under the ticker HPUR.
The condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting. For a more detailed description of accounting principles, reference is made to the consolidated financial statements for the year ended 31 December 2021, available on the Company's website www.hexagonpurus.com/investors
The accounting principles used in the preparation of these interim accounts are the same as those applied to the annual consolidated financial statements referred to above. 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 31 October 2022.
Note 2: Estimates
The preparation of the interim accounts entails the use of valuations, estimates and assumptions that affect the application of the accounting policies and the amounts recognized as assets and liabilities, income, and expenses. The actual results may deviate from these estimates. The material assessments underlying the application of the Group's accounting policy and the main sources of uncertainty are the same as for the consolidated accounts for 2021.
Note 3: Revenue from contracts with customers
| First nine | First nine |
||||
|---|---|---|---|---|---|
| (NOK 1000) | Q3 2022 |
Q3 2021 |
months 2022 |
months 2021 |
FY 2021 |
| EXTERNAL AND INTERNAL CUSTOMERS | |||||
| Sale of cylinders and systems | 185 883 | 96 254 | 504 827 | 230 754 | 440 431 |
| Sale of services and funded development | 32 487 | 4 855 | 79 711 | 13 591 | 54 498 |
| Other revenues | 327 | 132 | 534 | 402 | 1 054 |
| Contracts with customers at a point in time | 218 697 | 101 241 | 585 071 | 244 747 | 495 983 |
| Sale of cylinders and systems | 1 946 | 1 261 | 2 580 | 2 276 | 3 441 |
| Sale of services and funded development | - | - | - | - | - |
| Other revenues | - | - | - | - | - |
| Contracts with customers over time | 1 946 | 1 261 | 2 580 |
2 276 | 3 441 |
| Revenue from contracts with external customers | 220 643 | 102 502 | 587 651 | 247 023 | 499 424 |
| Sale of cylinders and systems | 115 | 374 | 1 501 | 1 463 | 2 736 |
| Sale of services and funded development | 1 276 | -1 | 1 468 | -2 | 4 691 |
| Other revenues | - | - | - | - | 68 |
| Rental income | 336 | 400 | 905 | 400 | 799 |
| Contracts with related parties | 1 727 | 773 | 3 875 | 1 861 | 8 294 |
| Total revenue | 222 370 | 103 275 | 591 526 | 248 884 | 507 718 |
| TYPE OF GOODS OR SERVICE | |||||
| Sale of cylinders and systems | 187 944 | 97 889 | 508 908 | 234 493 | 446 608 |
| Sale of services and funded development | 33 763 | 4 854 | 81 179 | 13 589 | 59 189 |
| Other revenues | 327 | 132 | 534 | 402 | 1 122 |
| Rental income | 336 | 400 | 905 | 400 | 799 |
| Total revenue from contracts with customers | 222 370 | 103 275 | 591 526 | 248 884 | 507 718 |
| TIMING OF REVENUE RECOGNITION | |||||
| Goods transferred at a point in time | 218 697 | 101 241 | 585 071 | 244 747 | 495 983 |
| Services transferred over time | 1 946 | 1 261 | 2 580 | 2 276 | 3 441 |
| Transactions with related parties | 1 391 | 373 | 2 969 | 1 461 | 7 495 |
| Rental income | 336 | 400 | 905 | 400 | 799 |
| Total revenue from contracts with customers | 222 370 | 103 275 | 591 526 | 248 884 | 507 718 |
Note 4: Operating segments
| First nine | First nine | ||||
|---|---|---|---|---|---|
| (NOK 1000) | Q3 2022 |
Q3 2021 |
months 2022 |
months 2021 |
FY 2021 |
| PURUS | |||||
| Revenues from contracts with customers | 221 707 | 102 743 | 590 087 | 248 082 | 505 797 |
| Rental income | 336 | 400 | 905 | 400 | 799 |
| Other operating revenue | 327 | 132 | 534 | 402 | 1 122 |
| Total revenue | 222 370 | 103 275 | 591 526 | 248 884 | 507 718 |
| Segment operating profit before depreciation (EBITDA) | -92 203 | -80 156 | -296 551 | -210 682 | -271 777 |
| Segment operating profit (EBIT) | -116 060 | -95 962 | -366 204 | -244 626 | -324 875 |
| Segment assets | 2 635 552 |
1 618 994 | 2 635 552 |
1 618 994 | 2 101 745 |
| Segment liabilities | 846 932 | 395 454 | 846 932 | 395 454 | 686 347 |
| CNG LDV (presented as discontinued from 01.01.2021) | |||||
| Revenues from contracts with customers | - | 32 962 | 94 020 | 196 850 | |
| Other operating revenue | - | 44 582 | - | 105 632 | 2 801 |
| Total revenue | - | 77 544 | - | 199 652 | 199 651 |
| Segment operating profit before depreciation (EBITDA) | - | -10 964 | - | -122 671 | -12 672 |
| Segment operating profit (EBIT) | - | -13 079 | - | -30 195 | -30 196 |
| Segment assets | - | 275 030 | - | 275 030 | - |
| Segment liabilities | - | 162 806 | - | 162 806 | - |
For management purposes, the assessment is that the Purus Group has historically had two operating segments: Purus and CNG LDV. However, the CNG LDV division was classified as discontinued operations in 2021 and is shown as a part of operating segment only for comparability. As of 1 October 2021, the CNG LDV division was sold, and Purus does not have defined segments for 2022.
Note 5: Intangible assets
| 2022 | 2021 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| (NOK 1000) | Goodwill | Customer relationships |
Other intangible assets1) |
Total 2022 |
Goodwill | Customer relationships |
Other intangible assets1) |
Total 2021 |
|
| Carrying value as of 01.01 | 497 587 | 105 707 | 149 000 | 752 294 | 323 107 | 37 427 | 54 562 | 415 097 | |
| Additions | - | - | 33 674 | 33 674 | - | - | 14 560 | 14 560 | |
| Amortizations | - | -14 235 | -13 862 | -28 097 | - | -5 829 | -5 024 | -10 853 | |
| Currency translation differences | 29 641 | 5 471 | 4 610 | 39 721 | -9 421 | -1 056 | -615 | -11 091 | |
| Carrying value as of 30.09 | 527 228 | 96 943 | 173 422 | 797 593 | 313 686 | 30 542 | 63 483 | 407 712 |
1) Other intangible assets consist of technology and development in addition to patents and licenses
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.
Note 6: Tangible assets
| 2022 | 2021 | |||||
|---|---|---|---|---|---|---|
| (NOK 1000) | Property, plant, and equipment |
Right of use assets | Total 2022 | Property, plant, and equipment |
Right of use assets | Total 2021 |
| Carrying value as of 01.01 | 267 705 | 52 219 | 319 924 | 76 634 | 30 457 | 107 091 |
| Additions | 148 378 | 68 132 | 216 738 | 71 212 | 20 373 | 91 585 |
| Depreciations | -24 343 | -17 215 | -41 557 | -11 478 | -11 613 | -23 091 |
| Currency translation differences | 21 945 | 4 184 | 25 901 | -6 281 | -111 | -6 481 |
| Carrying value as of 30.09 | 413 686 |
107 320 | 521 006 | 130 086 | 39 107 | 169 193 |
Note 7: Lease liabilities
| (NOK 1000) | 2022 | 2021 |
|---|---|---|
| Carrying value as of 01.01 | 53 079 | 31 039 |
| New lease liabilities recognized in the period |
68 132 | 20 373 |
| Cash payments for the principal portion of the lease liability | -16 253 | -15 243 |
| Cash payments for the interest portion of the lease liability | -1 079 | -638 |
| Interest on lease liabilities | 1 079 | 638 |
| Currency translation differences | 4 185 | 2 308 |
| Carrying value as of 30.09 | 109 143 | 38 478 |
Lease liabilities are to a large extent related to lease agreements of office- and production premises, in addition to some vehicles, machinery, and equipment.
Note 8: Other financial liabilities1)
| Carrying | Additions | Settlements | Reclassifications | Currency | Carrying | ||
|---|---|---|---|---|---|---|---|
| (NOK 1000) | value | Fair value | in the | in the | non-current to | translation | value |
| 01.01.2022 | adjustment | period | period | current | differences | 30.09.2022 | |
| Deferred payment from business combination (amortized cost) | 43 490 | - | - | - | -42 280 | -1 209 | - |
| Contingent consideration from business combinations (fair value) |
65 616 | - | - | - | -27 040 | 1 478 | 40 054 |
| Total other non-current financial liabilities | 109 106 | - | - | - | -69 321 | 269 | 40 054 |
| Deferred payment from business combination (amortized cost) | - | - | - | - | 42 280 | 2 591 | 44 871 |
| Contingent consideration from business combinations (fair value) |
- | - | - | - | 27 040 | 3 639 | 30 679 |
| Total other current financial liabilities | - | - | - | - | 69 321 | 6 230 | 75 551 |
1) Purus Group did not have any items classified as other financial liabilities as per 30.09.2021. Comparable figures are therefore not presented.
The table above shows the movements of current and non-current other financial liabilities in the period. Deferred payments and contingent consideration are related to the acquisition of Wystrach and Wyrent as of November 11th, 2021.
The fair value of Wystrach at the time of acquisition was NOK 399.9 million and the acquisition was settled with NOK 147.5 million in cash, NOK 144.5 million in consideration shares in Hexagon Purus ASA, NOK 43.0 million in deferred payment (seller's credit with 5% p.a. interest) and contingent consideration of NOK 65.6 million expected to be settled in cash in 2023 and 2024 based on 2021, 2022 and 2023 Wystrach revenue and EBITDA targets. The deferred payment (seller's credit) with a closing balance of NOK 44.9 million is payable by March 31, 2023 and is presented as "Other current financial liabilities". Contingent considerations amount to NOK 70.7 million, where NOK 30.7 million is classified as current.
The fair value of the contingent liabilities is assessed each quarter. At the end of the reporting period, there have been no changes to the fair value assessment.
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
The Group recognizes other non-current financial liabilities and current financial liabilities at fair value. All other financial asset and liabilities are recognized at amortized cost.
CARRYING AMOUNT AND FAIR VALUE OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES
| 2022 | 2021 | ||||||
|---|---|---|---|---|---|---|---|
| 30.09.2022 | 30.09.2022 | 30.09.2021 | 30.09.2021 | 31.12.2021 | 31.12.2021 | ||
| (NOK 1000) | Level | Carrying value |
Fair value | Carrying value |
Fair value | Carrying value |
Fair value |
| FINANCIAL ASSETS | |||||||
| Other non-current financial assets1) | 3 | 75 205 | 75 205 | - | - | - | - |
| Trade receivables | 2 | 185 342 | 185 342 | 132 227 | 132 227 | 220 286 | 220 286 |
| Other current financial assets | 2 | 11 559 | 11 559 | 767 | 767 | 36 712 | 36 712 |
| Bank deposits, cash, and cash equivalents |
1 | 481 026 | 481 026 | 717 428 | 717 428 | 453 398 | 453 398 |
| Total financial assets | 753 132 |
753 132 | 850 422 |
850 422 | 710 396 | 710 396 | |
| Total current | 677 927 | 677 927 | 850 422 | 850 422 | 710 396 | 710 396 | |
| Total non-current | 75 205 | 75 205 |
- | - | - | - | |
| FINANCIAL LIABILITIES | |||||||
| Loan from financial institutions | 2 | 49 925 | 49 925 | 164 369 | 164 369 | 55 761 | 55 761 |
| 2) Other non-current financial liabilities |
3 | 40 054 | 40 054 | - | - | 109 106 | 109 106 |
| Trade and other payables | 2 | 199 208 |
199 208 | 84 483 | 84 483 | 191 409 | 191 409 |
| 2) Other current financial liabilities |
3 | 75 551 | 75 551 | - | - | - | - |
| Total financial liabilities | 364 737 | 364 737 | 248 852 | 248 852 | 356 276 | 356 276 | |
| Total current | 276 346 | 276 346 | 248 852 | 248 852 | 205 044 | 205 044 | |
| Total non-current | 88 391 | 88 391 | - | - | 151 232 | 151 232 |
1) Other non-current financial assets include an equity investment in Norwegian Hydrogen AS, following the loss of significant influence and derecognition of the investment as an associated company in Q3 2022. Hexagon Purus ASA currently holds a 15% shareholding in Company, and the investment is recognized at fair value of NOK 67,3 million following the valuation from the latest capital raise in the Company (Note 11).
2) Includes contingent considerations from Wystrach acquisition, see note 8 for more information.
Note 10: Share-based payments
The management assessed that the fair values of bank deposits, cash and cash equivalents, trade receivables, other non- current assets, trade payables, and other current liabilities approximate their carrying amounts largely due to the short- term maturities of these instruments.
| RSU key | PSU executive | RSU executive | PSU management | RSU key | |
|---|---|---|---|---|---|
| personnel | management | management | personnel | ||
| Program issued | 14.12.2020 | 14.12.2020 | 14.12.2020 | 18.05.2022 | 15.06.2022 |
| Program expire | 30.03.2024 | 30.03.2024 | 30.03.2024 | 03.03.2025 | 03.03.2025 |
| Strike price | 0 | 0 | 0 | 0 | 0 |
| Fair value (at grant date) | 27,30 | 20,83 | 27,30 | 33,99 | 27,76 |
| Instruments 2021 | |||||
| Opening balance, number of instruments | 485 000 | 421 242 | 210 621 | - | - |
| Grants | 91 000 | - | - | - | - |
| Lapsed/cancelled | -15 000 | - | - | - | - |
| Closing balance | 561 000 | 421 242 | 210 621 | - | - |
| Instruments 2022 | |||||
| Opening balance, number of instruments | 561 000 | 421 242 | 210 621 | - | |
| Grants | 5 000 | - | - | 988 686 | 91 350 |
| Lapsed/cancelled | -30 000 | - | - | - | -6 090 |
| Closing balance | 536 000 | 421 242 | 210 621 | 988 686 |
85 260 |
The Company has four share-based long-term incentive plans. The first plan is a management investment program with Performance Share Units ("PSUs") matching. This plan is limited to four members of the executive management team. Each eligible employee will in 2024 be entitled to up to three new shares in the Company per share invested, at no consideration, provided he or she is still employed in the Company at such date. The entitlement depends on fulfilment of three criteria, one per matching share. One criterion is tied to increase in share price, one is tied to Company performance criteria, and one is tied to continued employment. On 14 December 2020, the Company announced that key members of Hexagon Purus' executive management team exercised their right to purchase the maximum number of shares allowable in the management investment program, equal to a total number of 210 621 shares. As part of this management investment program, the Company awarded up to 421 242 related PSUs and 210 621 Restricted Stock Units ("RSUs") to the executives. The instruments are non-transferable and will vest in 2024 when the Board of Directors approve the annual accounts for 2023, subject to satisfaction of the applicable vesting conditions. Each vested instrument will give the holder the right to receive one share in the Company.
The second share-based long term incentive plan is an employee RSU program, where 566 000 RSUs are currently issued to key personnel and management employees of the Group. Subject to satisfaction of the applicable vesting conditions, each RSU entitles eligible employees to receive such number of Hexagon Purus shares as corresponds to the number of RSUs vested at the date on which the Company's Board of Directors approves the Company's annual accounts for the financial year of 2023.
The third share-based long term incentive plan is an employee PSU program, where 988 686 PSUs are currently issued to key personnel and management employees of the Group. Subject to satisfaction of the applicable vesting conditions and share price development, each PSU entitles eligible employees to receive up to twice the number of Hexagon Purus shares as corresponds to the number of PSUs vested on March 3, 2025.
The fourth share-based long term incentive plan is an employee RSU program, where 91 350 RSUs are currently issued to key personnel of the Group. Subject to satisfaction of the applicable vesting conditions, each RSU entitles eligible employees to receive such number of Hexagon Purus shares as corresponds to the number of RSUs on March 3, 2025.
The fair value of the RSUs and PSUs are calculated on the grant date, using the Black-Scholes model and Monte Carlo simulation, and the cost is recognized over the service period. Cost of the RSU and PSU schemes, including social security, was NOK 10.5 million year-to-date 2022 (NOK 5.6 million as of 30 September 2021). The unamortized fair value of all outstanding RSUs and PSUs as of 30 September 2022 is estimated to be NOK 43 million (NOK 18.8 million as of 31. December 2021). There are no cash settlement obligations.
Note 11: Investments in associates
| Business | Ownership share | Ownership share | Ownership share | Ownership share | Accounting | ||
|---|---|---|---|---|---|---|---|
| Company | Country | segment | 01.01.2021 | 30.09.2021 | 31.12.2021 | 30.09.2022 | method |
| Norwegian Hydrogen AS 1) | Norway | Purus | 21,0% | 21,0% | 17,7% | 15,0% | Equity method1) |
| Cryoshelter LH2 GmbH 2) | Austria | Purus | 0,0% | 0,0% | 0,0% | 40,0% | Equity method |
| CIMC Hexagon Hydrogen Energy Systems | 0,0% | 0,0% | 0,0% | 49,0% | Equity method | ||
| Ltd.3) | Hong Kong | Purus | |||||
| Hyon AS4) | Norway | Purus | 33,3% | 0,0% | 0,0% | 0,0% | Equity method |
1) Classified as an associated company and accounted for using the equity method in the period 01.01 - 31.08.22. As of 01.09, the investment is classified as an equity instrument at fair value
2) Acquired on 01.08.2022 and classified as an associated company effective from the same date
3) Entity legally established in July 2022 and classified as an associated company effective from the same date
4) On 28.06.2021, Hexagon Purus ASA sold all shares in Hyon AS
Reconciliation of associated companies in the P&L
| Norwegian Hydrogen | Cryoshelter LH2 | CIMC Hexagon Hydrogen Energy |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Companies | AS | GmbH | Systems Ltd. | Hyon AS | Total | |||||
| (NOK 1000) | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 |
| Share of profit after tax | - 2 845 |
86 | -619 | - | - | - | - | - 35 |
- 3 463 |
51 |
| PPA amortizations associated companies | - | - | -581 | - | - | - | - | - | -581 | - |
| Gain on derecognition as associated company | 63 159 | - | - | - | - | - | - | - | 63 159 | - |
| Total profit/loss from investments in associated | 60 314 | 86 | -1200 | - | - | - | - | - 35 | 59 115 | 51 |
| companies as per 30.09 |
Balance sheet reconciliation
| CIMC Hexagon | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Norwegian Hydrogen | Cryoshelter LH2 | Hydrogen Energy | ||||||||
| Companies | AS | GmbH | Systems Ltd. | Hyon AS | Total | |||||
| (NOK 1000) | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 |
| Carrying value as at 01.01 | 7 024 | 2 066 | - | - | - | - | - | - | 7 024 | 2 066 |
| Purchase of shares | - | - | 33 738 | - | 717 | - | - | - | 34 456 | - |
| Share capital contribution | - | - | - | - | - | - | - | 700 | - | 700 |
| Share of profit after tax incl. PPA amortizations |
- 2 845 |
86 | -1 200 | - | - | - | - | - 35 |
- 4 044 |
51 |
| Dividends | - | - | - | - | - | - | - | - | - | |
| Sale of shares | - | - | - | - | - | - | - | - 665 |
- | - 665 |
| Derecognition – loss of significant influence |
- 4 179 |
- | - | - | - | - | - | - | - 4 179 |
- |
| Currency translation effects | - | -59 | - | -59 | - | |||||
| Carrying value as at 30.09 | - | 2 152 | 32 480 | - | 717 | - | - | - | 33 197 | 2 152 |
Norwegian Hydrogen
Hexagon Purus ASA has been a shareholder of Norwegian Hydrogen AS since its inception in 2020. In December 2021, Norwegian Hydrogen conducted a capital raise in which Hexagon Purus' ownership was diluted from 21,0% to 17,7%. Despite having an ownership less than 20%, the Company has in the period from 01.01.22 to 31.08.2022 retained its classification of Norwegian Hydrogen as an associated company due to an assessment of still having significant influence in the entity. Important factors for this assessment have been Board of Directors representation and being the 2nd largest shareholder of the entity in the same period.
On 27.08.2022, Norwegian Hydrogen AS announced that Mitsui & Co. Ltd invested NOK 70 million in a private placement, thus reducing Hexagon Purus' ownership from 17,7% to 15,0%. Following this private placement, the Company assessed that significant influence is no longer present, as the Company is now the 3rd largest shareholder and the fact that the new shareholder has received two additional seats in the Board of Directors, resulting in diluted decisional and strategic influence. The Company has consequently from this date reclassified the investment to a financial asset (equity instrument) measured at fair value. The fair value of Hexagon Purus' ownership in Norwegian Hydrogen, derived from the said capital raise, is NOK 67,3 million, resulting in an accounting gain of NOK 63,1 million, recognized in profit/loss from investments in associates in the income statement.
Cryoshelter LH2 GmbH
In April 2022, Hexagon Purus ASA announced an agreement to acquire a 40% stake in Cryoshelter GmbH, an Austria based company specialized in the development of cryogenic tank technology for liquid natural gas (LNG) and liquid hydrogen (LH2). Upon closing, Cryoshelter GmbH were to be demerged into two separate legal entities, Cryoshelter BioLNG GmbH and Cryoshelter LH2 GmbH, in which Hexagon Purus was to acquire the LH2-business.
On 01.08.2022, Hexagon Purus made a EUR 3,4 (NOK 34) million investment and acquired 40% of the shares in Cryoshelter LH2 GmbH, with options to acquire the remaining shares over the next 5-10 years. As of 01.08.2022, the said options do not give rise to any de-facto control and the investment is consequently accounted for by using the equity method effective from 01.08.2022. The table below shows the initial assessment of the purchase price allocation of the entity per 01.08.2022.
| Cryoshelter LH2 GmbH |
|---|
| 203 |
| 5 150 |
| 3 946 |
| 2 951 |
| - 1 543 |
| - 617 |
| 34 356 |
| - |
| 33 738 |
1) Lifetime of technology asset set to 10 years
CIMC Hexagon Hydrogen Energy Systems Ltd.
In 2021, Hexagon Purus entered into an agreement with CIMC Enric, encompassing cylinder and systems production for Fuel Cell Electric Vehicles (FCEVs) and hydrogen distribution in China and Southeast Asia.
In July 2022, CIMC Hexagon Energy Systems Ltd. was legally established and registered in Hong Kong, where Hexagon Purus HK Holding AS, a wholly owned subsidiary of Hexagon Purus ASA, subscribed for 49% of the shares and hold an equal amount of voting rights. CIMC Enric holds the remaining 51% of the shares. The entity is classified as an associate company and accounted for via the equity method as of 01.07.2022.
Note 12: Share capital and share premium
| 30.09.2022 | 31.12.2021 | |
|---|---|---|
| Ordinary shares of NOK 0.10 (2022/2021) each | 258 278 937 |
233 536 669 |
| Total number of shares | 258 278 937 |
233 536 669 |
The Company's share capital consists of one class of shares and is fully paid-up.
Changes in share capital and share premium
| Number of shares | Share capital (NOK 1 000) | Share premium (NOK 1 000) | ||||
|---|---|---|---|---|---|---|
| 30.09.2022 | 31.12.2021 | 30.09.2022 | 31.12.2021 | 30.09.2022 | 31.12.2021 | |
| Ordinary shares - Issued and paid 1 January |
233 536 669 | 229 092 239 | 23 354 | 22 909 | 1 383 817 |
1 594 022 |
| Split of shares and debt conversion (new par value 0.10) |
||||||
| Issued new share capital | 24 274 268 2) |
4 444 430 1) |
2 474 | 444 | 597 526 | 143 628 |
| Transaction cost | -6 134 | |||||
| Other Changes | -129 | |||||
| Issued and paid, end of period | 258 278 937 | 233 536 669 | 25 829 | 23 354 | 1 975 208 | 1 737 521 |
| Transferred to share premium | -308 960 | -353 704 | ||||
| Net total | 1 666 248 | 1 383 817 |
1) On 23 November 2021 related to the closing of the Wystrach acquisition, the company issued 4 444 430 consideration shares to the previous shareholders of Wystrach GmbH.
2) On 15 February 2022 related to a private placement the company issued 24 742 268 new shares at a price per share of NOK 24.25. The Company raised approximately NOK 600 million in gross proceeds.
The company does not hold any treasury shares.
Note 13: Events after the balance sheet date
- Secured a framework agreement for delivery of hydrogen distribution systems to a leading European producer of green hydrogen. The minimum value of the framework agreement is approximately EUR 9.7 million (approximately NOK 97 million).
- Selected by CaetanoBus as preferred supplier of high-pressure hydrogen fuel systems for serially produced fuel cell transit buses, The estimated potential value over the lifetime of the frame agreement is approximately EUR 35 million.
There have been no other significant events after the balance sheet date that have not already been disclosed in this report.
Shareholder information
A total of 16 678 402 (n.a.) shares in Hexagon Purus ASA (HPUR) were traded on Euronext Growth Oslo during the third quarter of 2022. The total number of shares in Hexagon Purus ASA as of 30 September 2022 was 258 278 936 (par value NOK 0.10). In the quarter, the share price moved between NOK 18.34 and NOK 29.96, ending the quarter at NOK 20.04. The price as of 30 September 2022 implies a market capitalization of NOK 5.2 billion for the Company.
| 20 largest shareholders as per 30 September 2022 |
Number of shares |
Share of 20 largest |
Share of total |
Type | Citizenship |
|---|---|---|---|---|---|
| HEXAGON COMPOSITES ASA | 189 300 496 | 78.97% | 73.29% | Ordinary | Norway |
| CLEARSTREAM BANKING S.A. | 19 586 195 | 8.17% | 7.58% | Nominee | Luxembourg |
| MITSUI & CO LTD | 5 204 029 | 2.17% | 2.01% | Ordinary | Japan |
| Deutsche Bank Aktiengesellschaft | 4 525 609 | 1.89% | 1.75% | Nominee | Germany |
| FLAKK COMPOSITES AS | 3 027 799 | 1.26% | 1.17% | Ordinary | Norway |
| Citibank Europe plc | 2 508 592 | 1.05% | 0.97% | Nominee | Ireland |
| MP PENSJON PK | 2 405 698 | 1.00% | 0.93% | Ordinary | Norway |
| The Bank of New York Mellon SA/NV | 1 661 277 | 0.69% | 0.64% | Nominee | United Kingdom |
| Nordnet Bank AB | 1 636 317 | 0.68% | 0.63% | Nominee | Sweden |
| UBS Switzerland AG | 1 407 626 | 0.59% | 0.55% | Nominee | Switzerland |
| BRØDR. BØCKMANN AS | 1 363 120 | 0.57% | 0.53% | Ordinary | Norway |
| Skandinaviska Enskilda Banken AB | 1 200 444 | 0.50% | 0.46% | Ordinary | Sweden |
| The Bank of New York Mellon SA/NV | 1 113 573 | 0.46% | 0.43% | Nominee | United Kingdom |
| The Bank of New York Mellon SA/NV | 1 040 591 | 0.43% | 0.40% | Nominee | Belgium |
| KTF FINANS AS | 756 950 | 0.32% | 0.29% | Ordinary | Norway |
| State Street Bank and Trust Comp | 754 739 | 0.31% | 0.29% | Nominee | United States |
| VERDIPAPIRFONDET STOREBRAND NORGE | 679 956 | 0.28% | 0.26% | Ordinary | Norway |
| Saxo Bank A/S | 537 733 | 0.22% | 0.21% | Nominee | Denmark |
| State Street Bank and Trust Comp | 505 552 | 0.21% | 0.20% | Nominee | United States |
| VERDIPAPIRFONDET DELPHI NORGE | 500 000 | 0.21% | 0.19% | Ordinary | Norway |
| Total of 20 largest shareholders | 239 716 296 | 100.00% | 92.81% | ||
| Remainder | 18 562 641 | 7.19% | |||
| Total | 258 278 937 | 100,0 % |
Forward-looking statements
This quarterly report (the "Report") has been prepared by Hexagon Purus ASA ("Hexagon Purus" 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 Euronext Growth 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 31 October 2022, 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 Purus ASA Korsegata 4B, 6002 Ålesund, Norway www.hexagonpurus.com