Quarterly Report • May 9, 2023
Quarterly Report
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| Percent | ||||||
|---|---|---|---|---|---|---|
| (NOK million) | Q1 2023 | Q1 2022 | change | FY 2022 | ||
| Revenue | 244 | 159 | 53 % | 964 | ||
| Operating profit before depreciation (EBITDA) | -112 | -93 | n/a | -406 | ||
| Operating profit (EBIT) | -140 | -115 | n/a | -501 | ||
| Profit/loss before tax | -155 | -119 | n/a | -441 | ||
| Profit/loss for the period | -154 | -118 | n/a | -432 | ||


1 Backlog and order intake values are converted to NOK using currency rates as of quarter-end.
In the first quarter of 2023, Hexagon Purus ("the Company" or "Purus" or "the Group") generated NOK 244 million in revenue, up 53% year-over-year from NOK 159 million in the first quarter of 2022. Hexagon Purus continues to experience strong demand for its hydrogen infrastructure solutions, and the year-over-year growth is mainly driven by increased sales of hydrogen distribution modules and mobile hydrogen refueling systems for industrial and mobility purposes.
On average, the NOK weakened 11% against EUR and 16% against USD in the first quarter of 2023 compared to the first quarter of 2022. This has influenced the reported figures in the first quarter of 2023.
Cost of materials as % of revenue was 64% in the first quarter of 2023, up from 41% in the first quarter of 2022 and up from 61% for full-year 2022. Materials cost in the first quarter of 2022 included certain one-off effects related to balance sheet inventory movements, and materials cost in the first quarter of 2023 continued to be impacted by inflationary pressure in the cost of certain key input factors as well as product mix and higher proportion of pre-assembled third-party components. In relative terms, as a % of revenue, payroll expenses were slightly down year-over-year in the first quarter of 2023 coming in at 57% (59%) but increased on an absolute basis as a function of the continued investments in organizational scale-up. Total operating expenses in the first quarter of 2023 ended at NOK 356 (252) million, which led to an operating profit before depreciation (EBITDA) of NOK -112 (-93) million. Depreciation in the first quarter of 2023 was NOK 28 million, up from NOK 22 million in the first quarter of 2022 with the increase driven by investments in property, plant and equipment, mainly related to the Company's ongoing capacity expansion programs. Operating profit (EBIT) in the first quarter of 2023 consequently ended at -140 (-115) million.
Share of income from investments in associates, which reflects Hexagon Purus' minority shareholdings in Norwegian Hydrogen AS, Cryoshelter LH2 GmbH and CIMC Hexagon Hydrogen Energy Systems Ltd., was NOK -2 (-1) million in the first quarter of 2023. Finance income in the first quarter of 2023 was NOK 10 (3) million, mainly driven by interest on bank deposits and foreign exchange fluctuations. Finance expense in the first quarter of 2023 was NOK 23 (6) million and was mainly influenced by foreign exchange fluctuations and interest on lease liabilities and interest-bearing debt. Tax expense in the first quarter of 2023 was NOK -1 (-1) million, and net loss after tax was ended at -154 (-118) million.
Net cash flow from operating activities in the first quarter of 2023 was NOK -119 (-73)
million, of which NOK 18 (58) million was build-up of net working capital. Net cash flow from investing activities was NOK -106 (-63) million in the first quarter of 2023, of which NOK 95 million primarily related to investments in equipment and buildings for the ongoing capacity expansion programs. The remaining cash flow from investing activities mainly comprised of certain product development initiatives and funding contributions to Cryoshelter LH2 GmbH for the ongoing development work related to cryogenic hydrogen storage. Net cash flow from financing in the first quarter of 2023 was NOK 1,244 million, mainly driven by the issuance of NOK 500 million (gross) in new equity and NOK 800 million (gross) in convertible bonds in the quarter. Mitsui acted as an anchor investor in the convertible bond subscribing for NOK 500 million. Simultaneously, Mitsui and Hexagon Purus entered into a Memorandum of Understanding ("MoU") whereby Mitsui intends to participate as an anchor investor in future capital raises and become a long-term significant minority shareholder and strategic partner. The total monetary scope of the MoU is NOK 2.0 billion, including the NOK 500 million already invested in the convertible bond, and future investments will inter alia be subject to achievement of certain milestones. Net change in cash and cash equivalents in the first quarter of 2023 was NOK 1,019 (438) million and cash and cash equivalents ended at NOK 1,366 (890) million. Liquidity was deemed satisfactory at the end of the first quarter of 2023.
Total assets at the end of the first quarter of 2023 amounted to NOK 3 935 (2 526) million. The year-over-year increase in total assets is mainly driven by increases to property, plant and equipment and right-of-use assets due to the Company's ongoing capacity expansion programs, combined with an increase in cash and short-term deposits.
Increases in equity and non-current liabilities as a result of the NOK 500 million (gross) equity and NOK 800 million (gross) convertible bond private placements in March are the main drivers of the increase in total equity and liabilities. The weakened NOK during the first quarter of 2023 also had an impact on balance sheet positions in the Company's subsidiaries that is recognized in EUR and USD. At quarter-end, the Company's equity ratio was 60% (74%).
Hexagon Purus' order backlog, consisting of firm customer purchase orders, stood at approximately NOK 1.2 billion1 as of the first quarter of 2023. More than half of the order backlog consists of hydrogen infrastructure orders and the remaining order backlog is mainly made up of mobility and industrial gas orders.
On 30 March 2023, Hexagon Purus transferred from Euronext Growth to the main list of the Oslo Stock Exchange. Being traded on a regulated market such as Oslo Stock Exchange increases Hexagon Purus' access to international investors.
Hexagon Purus' hydrogen storage solutions are based on its leading type 4 cylinder technology and enables the safe and efficient use of hydrogen in a variety of zeroemission infrastructure and mobility applications.
Hexagon Purus' revenue growth continues to be mainly driven by infrastructure applications such as hydrogen distribution, mobile refueling solutions and ground storage as evidenced by recent revenue trends and order intake. In the first quarter of 2023, Hexagon Purus received purchase orders worth approximately NOK 47 million1 for hydrogen infrastructure applications such as distribution-, refueling- and stationary storage systems from various customers. This included a EUR 2.5 million order from Deutsche Bahn, a leading provider of mobility and logistics services worldwide and the number one railway operator in Europe, for mobile hydrogen refueling stations and stationary storage.
Hexagon Purus was also selected by New Flyer for the third consecutive year to provide type 4 hydrogen storage cylinders for the serially produced Xcelsior CHARGE H2TM fuel cell electric bus. The total value of the contract is estimated to be approximately USD 2.5 million. Towards the end of 2023, Hexagon Purus expects to introduce its next generation hydrogen storage systems for transit bus applications, compliant with the new and stringent United Nations certification standard for safety-related performance of hydrogen fueled vehicles. The new modular hydrogen storage system allows for multiple systems configurations customized to customer's needs and is based on three different cylinder dimensions enabling storage mass of up to 50 kg of hydrogen. The next generation hydrogen storage system for transit bus applications will deliver leading total cost of ownership for Hexagon Purus' customers and will benefit from an optimized internal production and logistics process, increasing the profitability compared to the current generation system.
Delivery of pre-production hydrogen cylinders to Nikola continued in the first quarter of 2023. The first purchase order from Nikola for serially produced cylinders for the Nikola TRE fuel cell electric vehicle was received last year, and serial production is expected to commence during 2023.
In January 2023, Hexagon Purus opened its new hydrogen cylinder manufacturing facility in Westminster, Maryland (USA). The 60,000 square foot facility will support the annual production of up to 10,000 cylinders for heavy-duty vehicle applications and will employ up to 150 skilled workers. The new facility expands cylinder production capabilities and capacity and allows for future expansion.
Hexagon Purus has three other hydrogen cylinders and systems related expansion projects that are proceeding according to plan. In Kassel, Germany, Hexagon Purus is constructing a greenfield hydrogen cylinder engineering and production hub that is to replace the current co-located facility with Hexagon Composites. Construction is expected to be completed in Q3 2023. Also, Hexagon Purus is investing in an additional facility to increase its hydrogen storage systems assembly capacity primarily for hydrogen infrastructure applications in Weeze, Germany. The expansion is expected to be completed by the end of 2023. In China, the Company is together with its joint venture partner CIMC Enric constructing a hydrogen cylinder production and systems assembly facility in Shijiazhuang. The facility construction is expected to be completed by the end of 2023.
Hexagon Purus delivers industry-leading battery storage systems with complete vehicle integration for medium- and heavy-duty trucks in North America. The demand for zeroemission trucks in North America is developing at a rapid pace, with manufacturers preparing for the Advanced Clean Truck regulation that will hit the market in 2024 in the state of California as well as other states. The regulation will require all truck manufacturers to have an incrementally higher zero-emission content when selling trucks from 2024 onwards.
In March 2023, Hexagon Purus entered into a long-term exclusive distribution agreement with Hino Trucks to supply complete battery electric heavy-duty trucks through 2030 for the U.S. market. The vehicles will include Hexagon Purus' proprietary battery system, auxiliary module, power module and vehicle-level software. The vehicles will be distributed exclusively through select qualifying dealers in Hino's network, and the potential total sales value of this contract could reach approximately USD 2 billion over the lifetime of the agreement. This expanded agreement replaces the previously announced cooperation between Hexagon Purus and Hino to supply battery systems for multiple Hino truck platforms, and serial production is expected to commence in the last quarter of 2024. The Company is now actively preparing to execute on the Hino contract. In April, Hexagon Purus Systems USA LLC, a subsidiary of Hexagon Purus ASA, signed a multi-year agreement with Panasonic Energy Co., Ltd. for the supply of lithium-ion battery cells. The battery cells will be produced at Panasonic's new facility in Kansas (U.S.), and the supply of battery cells will commence in early 2026 and will be used for Hexagon Purus' proprietary battery systems.
In April, Hexagon Purus also opened a new engineering and manufacturing facility for battery and hydrogen storage systems in Kelowna, Canada. The 60,000 square foot manufacturing facility will support the annual production of more than 1,000 battery systems for heavy-duty vehicle applications and will employ up to 150 engineers and assembly technicians.
Given the Group's limited exposure to 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 31 March 2023.
There have been no other significant events after the balance sheet date that have not already been disclosed in this report.
Regulatory support favoring Hexagon Purus' capabilities and product portfolio continues to grow:
Hexagon Purus' customer interactions are positively influenced by the strong legislative backdrop, and customer demand for the Company's products and services is expected to further accelerate going forward. Hexagon Purus has been successful in securing several long-term agreements recently, which gives the Company confidence in its medium to long-term targets. The short-term revenue guidance is supported by a buoyant order backlog of approximately NOK 1.2 billion1 . For the full-year 2023, the Company expects revenue to grow by at least 50% year-over-year.
With several growth initiatives underway, including building production capacity and organizational capabilities to support customer launch activities and 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. The relative EBITDA margin is expected to significantly improve year-over-year, but EBITDA will continue to be impacted by ramp-up of the organization and production facilities. Negative EBITDA for full-year 2023 is expected to widen by approximately 10% compared to full-year 2022.
The forward-looking statements made above are, by their nature, subject to significant risks and uncertainties because they relate to events and depend on circumstances that are expected to occur in the future. They are therefore not guarantees of future performance. While the statements reflect the current views and expectations of Hexagon Purus based on information currently available to it, they are subject to various assumptions, in addition to risks and uncertainties that may be outside of its control. Hexagon Purus cannot provide any assurance that the assumptions underlying such forward-looking statements are free from errors nor accept any responsibility for the future accuracy of the opinions expressed herein, or the actual occurrence of the forecasted developments. Actual results could differ materially from those expressed or implied in forward-looking statements. Any forward-looking statements are based only on conditions as of the date on which they are made and we are under no obligation to update or alter such forward-looking statements whether as a result of new information, future events or otherwise.
Hexagon Purus 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 and availability of its raw materials and in particular the cost of carbon fiber and lithium-ion batteries. The prices and availability 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. To mitigate the risk, the Group will from time to time enter into long-term supply agreements, locking in price and quantity. Even though the contracts are intended to mitigate supply risk, it would also potentially add risk, as they commit the Group on material and components, where actual demand can turn out to be lower than forecasted, market prices can fall, or the development could make the committed volumes technologically less relevant.
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' 2022 annual report. It is not expected that the above exposures and risks will have a material effect on the Group or its financial position in the next reporting period.
Oslo, 8 May 2023
The Board of Directors of Hexagon Purus ASA
| (NOK 1000) | Note | Q1 2023 | Q1 2022 | FY 2022 |
|---|---|---|---|---|
| Unaudited | Unaudited | Unaudited | ||
| Revenue from contracts with customers | 3,4 | 243 375 | 158 875 | 958 636 |
| Rental income | 3,4 | 307 | 172 | 1 255 |
| Other operating revenue | 3,4 | 295 | - | 4 034 |
| Total revenue | 243 977 | 159 047 | 963 925 | |
| Cost of materials | 156 157 | 65 158 | 588 525 | |
| Payroll and social security expenses | 10 | 139 426 | 94 630 | 443 496 |
| Other operating expenses | 60 405 | 92 070 | 337 408 | |
| Total operating expenses before depreciation | 355 989 | 251 858 | 1 369 430 | |
| Operating profit before depreciation (EBITDA) | 4 | -112 012 | -92 811 | -405 505 |
| Depreciation and impairment | 5,6 | 27 801 | 22 064 | 95 089 |
| Operating profit (EBIT) | 4 | -139 813 | -114 875 | -500 594 |
| Share of profit/loss from investments in associates | 11 | -1 947 | -1 349 | 51 888 |
| Finance income | 10 438 | 2 504 | 37 356 | |
| Finance expense | 7 | 23 379 | 5 744 | 29 548 |
| Profit/loss before tax | -154 702 | -119 464 | -440 898 | |
| Tax expense | -550 | -1 023 | -9 380 | |
| Profit/loss after tax | -154 151 | -118 441 | -431 518 | |
| Attributable to: | ||||
| Equity holders of the parent | -154 480 | -118 441 | -432 328 | |
| Non-controlling interest | 329 | - | 810 | |
| Earnings per share | ||||
| Ordinary (NOK) | -0,56 | -0,46 | -1,67 | |
| Diluted (NOK)1 | -0,56 | -0,46 | -1,67 |
| (NOK 1000) | Q1 2023 | Q1 2022 | FY 2022 |
|---|---|---|---|
| Other comprehensive income: | Unaudited | Unaudited | Unaudited |
| Profit/loss after tax | -154 151 | -118 441 | -431 518 |
| Items that will be reclassified through profit or loss in subsequent periods | |||
| Exchange differences on translation of foreign operations | 76 242 | -21 898 | 59 164 |
| Net of total items that will be reclassified through profit and loss in subsequent periods | 76 242 | -21 898 | 59 164 |
| Total comprehensive income, net of tax | -77 909 | -140 339 | -372 354 |
| Attributable to: | |||
| Equity holders of the parent | -80 124 | -140 339 | -373 150 |
| Non-controlling interest | 2 215 | - | 796 |
| (NOK 1000) | Note | 31.03.2023 | 31.03.2022 | 31.12.2022 | (NOK 1000) | Note | 31.03.2023 | 31.03.2022 | 31.12.2022 |
|---|---|---|---|---|---|---|---|---|---|
| Unaudited | Unaudited | Audited | Unaudited | Unaudited | Audited | ||||
| ASSETS | EQUITY AND LIABILITIES | ||||||||
| Property, plant, and equipment | 6 | 621 919 | 304 225 | 494 990 | Issued capital and share premium | 12 | 1 888 382 | 1 882 595 | 1 568 708 |
| Right-of-use assets | 6 | 161 416 | 46 105 | 152 300 | Other equity | 10 | 430 206 | -11 604 | 83 182 |
| Intangible assets | 5 | 858 319 | 737 304 | 802 654 | Equity attributable to holders of the parent | 2 318 589 | 1 870 991 | 1 651 890 | |
| Investment in associates and joint ventures | 11 | 31 023 | 5 675 | 33 029 | Non-controlling interests | 48 311 | - | 35 731 | |
| Non-current financial assets | 9,11 | 88 483 | 5 463 | 80 531 | Total equity | 2 366 900 | 1 870 991 | 1 687 621 | |
| Non-current assets | 2 508 | - | 2 499 | Interest-bearing loans and borrowings | 13 | 549 501 | 38 571 | 39 358 | |
| Total non-current assets | 1 763 669 | 1 098 771 | 1 566 003 | Lease liabilities | 7 | 134 207 | 27 139 | 132 479 | |
| Inventories | 403 267 | 324 359 | 332 218 | Non -current provisions | - | 4 | - | ||
| Trade receivables | 225 992 | 138 490 | 228 930 | Other non-current financial liabilities | 8,9 | - | 36 751 | 39 789 | |
| Contracts assets (accrued revenue) | 10 622 | 5 163 | 9 488 | Net employee defined benefit liabilities | 1 705 | 1 975 | 1 439 | ||
| Other current assets | 9 | 165 029 | 69 321 | 136 560 | Deferred tax liabilities | 47 214 | 48 451 | 45 543 | |
| Cash and short-term deposits | 1 366 383 | 889 859 | 381 705 | Total non-current liabilities from | 732 626 | 152 891 | 258 609 | ||
| Total current assets | 2 171 292 | 1 427 192 | 1 088 901 | Trade and other payables | 256 245 | 212 994 | 255 712 | ||
| Total assets | 4 | 3 934 961 | 2 525 963 | 2 654 903 | Contract liabilities | 263 342 | 140 991 | 212 792 | |
| Interest-bearing loans and borrowings | 9,13 | 3 380 | 3 553 | 4 673 | |||||
| Lease liabilities, short term | 7 | 30 404 | 20 357 | 22 230 | |||||
| Income tax payable | 3 588 | 4 146 | 3 290 | ||||||
| Other current financial liabilities | 8,9 | 124 455 | 69 321 | 75 052 | |||||
| Other current liabilities | 109 856 | 36 047 | 96 699 |
Provisions 44 164 14 671 38 227 Total current liabilities 835 434 502 080 708 673 Total liabilities 4 1 568 060 654 972 967 282 Total equity and liabilities 3 934 961 2 525 963 2 654 903
| (NOK 1000) | Note | Q1 2023 | Q1 202 2 |
FY 2022 |
|---|---|---|---|---|
| Unaudited | Unaudited | Audited | ||
| Profit/loss before tax |
-154 702 | -119 464 | -440 898 | |
| Depreciation, amortization, and impairment | 5, 6, 7 | 27 801 | 22 064 | 95 089 |
| Net interest expense | 5 579 | 519 | 4 501 | |
| 1 Changes in net working capital |
-18 161 | 58 424 | 70 318 | |
| Other adjustments to operating cash flows | 20 207 | -34 179 | -54 322 | |
| Net cash flow from operating activities | - 119 274 |
-72 635 | -325 313 | |
| Purchase of property, plant, and equipment | 6 | -95 106 | -49 488 | -240 030 |
| Purchase and development of intangible assets | 7 | -10 112 | -13 050 | -52 625 |
| Investments in associated companies | 11 | - | - | -41 481 |
| Loans to associated companies | -5 195 | - | -11 989 | |
| Interest received | 4 738 | - | 8 111 | |
| Net cash flow from investing activities | -105 675 | -62 538 | -338 01 4 |
|
| Net repayment ( -) / proceeds (+) from interest bearing loans and convertible bonds |
13 | 775 616 | -13 637 | -11 731 |
| Interest payments | -6 866 | -519 | -10 141 | |
| Repayment of lease liabilities (incl. interests) | 7 | -9 606 | -6 042 | -26 127 |
| Net proceeds from share capital increase in parent company | 474 154 | 593 866 | 593 866 | |
| Net proceeds from share capital increase in subsidiary (NCI contribution) | 10 365 | - | 34 935 | |
| Net cash flow from financing activities | 1 243 662 | 573 668 | 580 802 | |
| Net change in cash and cash equivalents | 1 01 8 713 |
438 495 | -82 525 | |
| Net currency exchange differences on cash | -34 035 | -2 034 | 10 832 | |
| Cash and cash equivalents beginning of period | 381 706 | 453 398 | 453 398 | |
| Cash and cash equivalents end of period | 1 366 38 3 |
889 859 | 381 705 |
1) Net working capital refers to inventory, trade receivables, contract assets, trade payables and contract liabilities
| Equity attributable | ||||||||
|---|---|---|---|---|---|---|---|---|
| (NOK 1000) | Note | Issued | Share | Other paid-in | Foreign currency | to holders of the | Non-controlling | |
| capital | premium | capital | translation reserve | parent | interest | Total equity | ||
| As of 1 January 2023 | 25 828 | 1 542 880 | 23 839 | 59 344 | 1 651 890 | 35 731 | 1 687 621 | |
| Profit for the period | -154 480 | -154 480 | 329 | -154 151 | ||||
| Other comprehensive income | 74 356 | 74 356 | 1 887 | 76 242 | ||||
| Total comprehensive income | - | -154 480 | - | 74 356 | -80 124 | 2 215 | -77 909 | |
| Share-based payments | 2 351 | 2 351 | 2 351 | |||||
| Share capital increase | 1 852 | 498 148 | 500 000 | 500 000 | ||||
| Share capital increase in subsidiary | - | 10 365 | 10 365 | |||||
| Convertible bonds - equity component | 278 352 | 278 352 | 278 352 | |||||
| Transaction cost | -25 846 | -8 034 | -33 880 | -33 880 | ||||
| As of 31 March 2023 | 12 | 27 680 | 1 860 702 | 296 507 | 133 699 | 2 318 589 | 48 311 | 2 366 900 |
| Foreign currency | Equity attributable | |||||||
| Issued | Share | Other paid-in | translation | to holders of the | Non-controlling | |||
| capital | Premium | capital | reserve | parent | interest | Total equity | ||
| As of 1 January 2022 | 23 354 | 1 383 817 | 8 063 | 165 | 1 415 399 | - | 1 415 398 | |
| Profit for the period | -118 441 | -118 441 | - | -118 441 | ||||
| Other comprehensive income | -21 898 | -21 898 | - | -21 898 | ||||
| Total comprehensive income | - | -118 441 | - | 21 898 | -140 339 | - | -140 339 | |
| Share-based payments | 2 067 | 2 067 | 2 067 | |||||
| Share capital increase Transaction costs |
2 474 - |
597 526 -6 134 |
600 000 -6 134 |
600 000 -6 134 |
| Issued | Share | Other paid-in | Foreign currency translation |
Equity attributable to holders of the |
Non-controlling | |||
|---|---|---|---|---|---|---|---|---|
| capital | premium | capital | reserve | parent | interest | Total equity | ||
| As of 1 January 2022 | 23 354 | 1 383 817 | 8 063 | 165 | 1 415 399 | - | 1 415 398 | |
| Profit for the period | -432 328 | -432 328 | 810 | -431 518 | ||||
| Other comprehensive income | 59 179 | 59 179 | -14 | 59 164 | ||||
| Total comprehensive income | - | -432 328 | - | 59 178 | -373 150 | 796 | -372 354 | |
| Share-based payments | 15 776 | 15 776 | 15 776 | |||||
| Share capital increase | 2 474 | 597 526 | 600 000 | 600 000 | ||||
| Share capital increase in subsidiary | - | 34 935 | 34 935 | |||||
| Transaction costs | - | -6 134 | -6 134 | -6 134 | ||||
| As of 31 December 2022 | 12 | 25 829 | 1 542 880 | 23 839 | 59 344 | 1 651 891 | 35 731 | 1 687 621 |
The condensed consolidated interim financial statements for the first quarter 2023, which ended 31 March, 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 Ålesund, Norway. The company's headquarters are in Haakon VIIs gate 2, 0161 Oslo, Norway. Hexagon Purus ASA is listed on Oslo Børs, under the ticker HPUR.
The condensed consolidated interim financial statements have been prepared in accordance with IAS 33 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 2022, 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 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 8 May 2023.
The preparation of the interim accounts entails the use of valuations, estimates and assumptions that affect the application of the accounting policies and the amounts recognized as assets and liabilities, income, and expenses. The actual results may deviate from these estimates. The material assessments underlying the application of the Group's accounting policy and the main sources of uncertainty are the same as for the consolidated accounts for 2022.
| (NOK 1000) | Q1 2023 | Q1 2022 | FY 2022 | |
|---|---|---|---|---|
| EXTERNAL CUSTOMERS | ||||
| Sale of cylinders and systems | 232 655 | 141 404 | 768 008 | |
| Sale of services and funded development Other revenues |
8 652 379 |
14 819 278 |
141 706 4 034 |
|
| Contracts with customers at a point in time | 241 685 | 156 501 | 913 748 | |
| Sale of cylinders and systems | 329 | 1 362 | 4 882 | |
| Sale of services and funded development | ||||
| Other revenues | ||||
| Contracts with customers over time | 329 | 1 362 | 4 882 | |
| Revenue from contracts with external customers | 242 014 | 157 862 | 918 630 | |
| Sale of cylinders and systems | 1 619 | 677 | 42 351 | |
| Sale of services and funded development | 37 | 192 | 1 689 | |
| Other revenues | - | - | - | |
| Rental income | 307 | 316 | 1 255 | |
| Contracts with related parties | 1 963 | 1 185 | 45 295 | |
| Total revenue | 243 977 | 159 047 | 963 925 | |
| TYPE OF GOODS OR SERVICE | ||||
| Sale of cylinders and systems | 234 602 | 143 442 | 815 241 | |
| Sale of services and funded development | 8 688 | 15 011 | 143 395 | |
| Other revenues | 379 | 278 | 4 034 | |
| Rental income | 307 | 316 | 1 255 | |
| Total revenue from contracts with customers | 243 977 | 159 047 | 963 925 | |
| TIMING OF REVENUE RECOGNITION | ||||
| Goods transferred at a point in time | 241 685 | 156 501 | 913 748 | |
| Services transferred over time | 329 | 1 362 | 4 882 | |
| Transactions with related parties | 1 656 | 869 | 44 040 | |
| Rental income | 307 | 316 | 1 255 | |
| Total revenue from contracts with customers | 243 977 | 159 047 | 963 925 |
| (NOK 1000) | Q1 202 3 |
Q1 202 2 |
FY 2022 | |
|---|---|---|---|---|
| Purus | ||||
| Revenues from contracts with customers | 243 375 | 158 875 | 958 636 | |
| Rental income | 307 | 172 | 1 255 | |
| Other operating revenue | 295 | - | 4 034 | |
| Total revenue | 243 977 | 159 047 | 963 925 | |
| Segment operating profit before depreciation (EBITDA) | -112 012 | -92 811 | -405 505 | |
| Segment operating profit (EBIT) | -139 813 | -114 875 | -500 594 | |
| Segment assets | 3 934 961 | 2 525 963 | 2 654 903 | |
| Segment liabilities | 1 568 060 | 654 972 | 967 28 2 |
| 2023 | 2022 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| (NOK 1000) | Goodwill | Customer relationships |
Other intangible assets1) |
Total | Goodwill | Customer relationships |
Other intangible assets1) |
Total | |
| Carrying value as of 01.01 | 523 741 | 91 317 | 187 596 | 802 654 | 497 587 | 105 707 | 149 000 | 752 294 | |
| Additions | - | - | 10 112 | 10 112 | - | - | 13 050 | 13 050 | |
| Amortizations | - | -5 208 | -6 442 | -11 651 | - | -4 710 | -4 581 | -9 292 | |
| Currency translation differences | 43 847 | 7 450 | 5 907 | 57 204 | -13 837 | -2 837 | -2 075 | -18 748 | |
| Carrying value as of 31.03 | 567 588 | 93 559 | 197 173 | 858 319 | 483 750 | 98 160 | 155 394 | 737 304 |
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.
| 2023 | 2022 | ||||||
|---|---|---|---|---|---|---|---|
| (NOK 1000) | Property, plant, and equipment |
Right of use assets | Total | Property, plant, and equipment |
Right of use assets | Total | |
| Carrying value as of 01.01 | 494 990 | 152 300 | 647 290 | 267 705 | 52 219 | 319 924 | |
| Additions | 95 106 | 6 638 | 101 744 | 49 488 | 1 016 | 50 504 | |
| Depreciations | -9 358 | -6 793 | -16 150 | -6 464 | -6 309 | -12 772 | |
| Currency translation differences | 41 180 | 9 271 | 50 451 | -6 504 | -821 | -7 325 | |
| Carrying value as of 31.03 | 621 919 | 161 417 | 783 335 | 304 225 | 46 105 | 350 330 |
| (NOK 1000) | 2023 | 2022 |
|---|---|---|
| Carrying value as of 01.01 | 154 710 | 53 079 |
| New lease liabilities recognized in the period | 6 638 | 1 016 |
| Cash payments for the principal portion of the lease liability | -6 155 | -5 778 |
| Cash payments for the interest portion of the lease liability | -3 452 | -264 |
| Interest on lease liabilities | 3 452 | 264 |
| Currency translation differences | 9 418 | -821 |
| Carrying value as of 31.03 | 164 611 | 47 496 |
Lease liabilities are to a large extent related to lease agreements of office- and production premises, in addition to some vehicles, machinery, and equipment.
| (NOK 1000) | Carrying value 01.01.2023 |
Fair value adjustment |
Additions in the period |
Settlements in the period |
Reclassifications non-current to current |
Currency translation differences |
Carrying value 31.03.2023 |
|---|---|---|---|---|---|---|---|
| Deferred payment from business combination (amortized cost) | - | - | - | - | - | - | - |
| Contingent consideration from business combinations (fair value) | 39 789 | - | - | - | -43 120 | 3 331 | - |
| Total other non-current financial liabilities | 39 789 | - | - | - | -43 120 | 3 331 | - |
| Deferred payment from business combination (amortized cost) | 45 776 | - | - | - | - | 3 832 | 49 608 |
| Contingent consideration from business combinations (fair value) | 29 275 | - | - | - | 43 120 | 2 451 | 74 846 |
| Total other current financial liabilities | 75 052 | - | - | - | 43 120 | 6 283 | 124 455 |
| (NOK 1000) | Carrying value 01.01.2022 |
Fair value adjustment |
Additions in the period |
Settlements in the period |
Reclassifications non-current to current |
Currency translation differences |
Carrying value 31.03.2022 |
|---|---|---|---|---|---|---|---|
| Deferred payment from business combination (amortized cost) | 43 490 | - | - | - | -42 280 | -1 209 | - |
| Contingent consideration from business combinations (fair value) | 65 616 | - | - | - | -27 040 | -1 825 | 36 751 |
| Total other non-current financial liabilities | 109 106 | - | - | - | -69 321 | -3 034 | 36 751 |
| Deferred payment from business combination (amortized cost) | - | - | - | - | 42 280 | - | 42 280 |
| Contingent consideration from business combinations (fair value) | - | - | - | - | 27 040 | - | 27 040 |
| Total other current financial liabilities | - | - | - | - | 69 321 | - | 69 321 |
The table above shows the movements of current and non-current other financial liabilities in the period Q1 2023 and Q1 2022. Deferred payments and contingent consideration are related to the acquisition of Wystrach GmbH in November 2021.
The fair value of Wystrach at the time of acquisition was NOK 399.9 million and the acquisition was settled with NOK 137.5 million in cash, NOK 133.5 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 49.6 million is payable in 2023 and is presented as "Other current financial liabilities". Contingent considerations amount to NOK 74.8 million, all 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: Relates to currency- and interest rate swaps and is estimated based on calculating the net present value of future cash flows, using interest rate curves, exchange rates and currency spreads as of the balance sheet date.
Level 3: Relates to contingent liabilities arising from acquisitions and unlisted equity investments at fair value. The fair value of contingent liabilities is estimated based on expected achievement of earn-out targets and corresponding payments of acquired companies. The fair value of unlisted equity investments is estimated by using commonly used valuation techniques or by implicit valuations derived from private placements undertaken in the companies.
The Group recognizes other non-current financial liabilities and current financial liabilities at fair value. All other financial assets and liabilities are recognized at amortized cost.
| 2023 | |||||||
|---|---|---|---|---|---|---|---|
| 31.03 | 31.03 | 31.03. | 2022 31.03. |
31.12 | 31.12. | ||
| (NOK 1000) | Level | Carrying value | Fair value | Carrying value | Fair value | Carrying value | Fair value |
| FINANCIAL ASSETS | |||||||
| Other non-current financial assets1) | 3 | 67 339 | 67 339 | 5 463 | 5 463 | 67 339 | 67 339 |
| Other non-current assets | 3 | 19 266 | 19 266 | - | - | 13 193 | 13 193 |
| Other current financial assets | 2 | 5 415 | 5 415 | 38 642 | 38 642 | 24 660 | 24 660 |
| Total financial assets | 92 020 | 92 020 | 44 105 | 44 105 | 105 191 | 105 191 | |
| Total current | 5 415 | 5 415 | 38 642 | 38 642 | 24 660 | 24 660 | |
| Total non-current | 86 605 | 86 605 | 5 463 | 5 463 | 80 531 | 80 531 | |
| FINANCIAL LIABILITIES | |||||||
| Bond loans | 3 | 507 448 | 507 448 | - | - | ||
| Loan from financial institutions | 2 | 46 865 | 42 295 | 42 124 | 42 124 | 44 030 | 39 028 |
| Other non-current financial liabilities 2) | 3 | - | - | 36 751 | 36 751 | 39 789 | 39 789 |
| Other current financial liabilities 2) | 3 | 124 455 | 124 455 | 69 321 | 69 321 | 75 051 | 75 051 |
| Total financial liabilities | 678 768 | 674 198 | 148 196 | 148 196 | 158 870 | 153 868 | |
| Total current | 129 267 | 124 697 | 72 874 | 72 874 | 79 723 | 74 721 | |
| Total non-current | 549 501 | 549 501 | 75 322 | 75 322 | 79 147 | 79 147 |
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 14,2 % 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.
| RSU key | PSU executive | RSU executive | PSU management | RSU key | |
|---|---|---|---|---|---|
| personnel | management | management | personnel | ||
| Program issued | 13.12.2020 | 13.12.2020 | 13.12.2020 | 18.05.2022 | 15.06.2022 |
| Program expires | 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 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 |
| Instruments 2023 | |||||
| Opening balance, number of instruments | 536 000 | 421 242 | 210 621 | 988 686 | 85 260 |
| Grants | - | - | - | - | - |
| Lapsed/cancelled | - | - | - | - | - |
| Closing balance | 536 000 | 421 242 | 210 621 | 988 686 | 85 260 |
1) Does not include the 2023 Long-Term Incentive Plan vintage issued in April 2023.
As of 31.03.2023 the Company had four share-based long-term incentive plans outstanding. 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 13 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 approves 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 536 000 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 85 260 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 2.3 million year-to-date 2023 (NOK 2.1 million as of 31 March 2022). The unamortized fair value of all outstanding RSUs and PSUs as of 31 March 2023 is estimated to be NOK 26.6 million (NOK 16.8 million as of 31. March 2022). There are no cash settlement obligations.
| Business | Ownership | Ownership share | Ownership share | Accounting method | ||
|---|---|---|---|---|---|---|
| Company | Country | segment | share 31.03.2022 | 31.12.2022 | 31.03.2023 | |
| Norwegian Hydrogen AS 1) | Norway | Purus | 17,7% | 14,2% | 14,2% | Equity method / fair value1) |
| Cryoshelter LH2 GmbH 2) | Austria | Purus | 0,0% | 40,0% | 40,0% | Equity method |
| CIMC Hexagon Hydrogen Energy Systems Ltd.3) | Hong Kong | Purus | 0,0% | 49,0% | 49,0% | 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 01.09.22, 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
| CIMC Hexagon Hydrogen | ||||||||
|---|---|---|---|---|---|---|---|---|
| Companies | Norwegian Hydrogen AS Cryoshelter LH2 GmbH |
Energy Systems Ltd. | Total | |||||
| (NOK 1000) | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 |
| Share of profit after tax | - | -1 349 | -1 858 | - | -89 | - | - 1 947 | -1 349 |
| PPA amortizations associated companies | - | - | - | - | - | - | - | - |
| Gain on derecognition as associated company | - | - | - | - | - | - | - | - |
| Total profit/loss from investments in associated companies as per | - | -1 349 | -1 858 | - | -89 | - | 1 947 | - 1 349 |
| 31.03 |
| CIMC Hexagon Hydrogen | ||||||||
|---|---|---|---|---|---|---|---|---|
| Companies | Norwegian Hydrogen AS | Cryoshelter LH2 GmbH | Energy Systems Ltd. | Total | ||||
| (NOK 1000) | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 |
| Carrying value as at 01.01 | - | 7 024 | 31 258 | - | 1 771 | - | 33 029 | 7 024 |
| Purchase of shares | - | - | - | - | - | - | - | - |
| Share capital contribution | - | - | - | - | - | - | - | - |
| Share of profit after tax incl. PPA amortizations | - | - 1 349 | -1 858 | - | -89 | - | - 1 947 | -1 349 |
| Dividends | - | - | - | - | - | - | - | |
| Sale of shares | - | - | - | - | - | - | - | - |
| Derecognition – loss of significant influence | - | - | - | - | - | - | - | - |
| Currency translation effects | - | - | -60 | 1 | -59 | - | ||
| Carrying value as at 31.03 | - | 5 675 | 29 341 | - | 1 682 | - | 31 023 | 5 675 |
In 2021, Hexagon Purus entered into an agreement with CIMC Enric, encompassing hydrogen 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. The tables above include therefore no figures for this entity as per Q1 last year
In August 2022, Hexagon Purus made a EUR 3,4 (NOK 34) million investment in return for 40% of the shares in Cryoshelter LH2 GmbH with options to acquire the remaining shares over the next 5-10 years. As the transaction took place in August 2022, there are no comparable figures for Cryoshelter for Q1 2022.
The table below shows the purchase price allocation of the two entities per 01.08.2022.
| Purchase price allocation Cryoshelter* | |
|---|---|
| (NOK 1000) | Cryoshelter LH2 GmbH |
| Non-current assets | 203 |
| Current assets | 5 150 |
| Non-current liabilities | 3 946 |
| Current liabilities | 2 951 |
| Equity as per 01.08.2022 | - 1 543 |
| Hexagon's share of equity (40%) | - 617 |
| Intangible assets (technology)1) | 19 702 |
| Goodwill | 14 654 |
| Hexagon's carrying value of the investments | 33 738 |
1) The technology for liquid hydrogen tanks is still in the development phase.
During the second half of 2022, Norwegian Hydrogen raised approximately NOK 93 million in equity, whereby Mitsui & Co Ltd. participated with NOK 70 million. These private placements reduced Hexagon Purus' ownership from 17.7% to 14.2% and the Company assessed that significant influence on the investee was no longer present. Hexagon Purus derecognized Norwegian Hydrogen as an associated company in August 2022, and the investment has since then been classified as an equity investment at fair value and is thus not included in the overview and tables above for 2023.
| 31.03.2023 | 31.03.2022 | 31.12.2022 | |
|---|---|---|---|
| Ordinary shares of NOK 0.10 (2022/2021) each | 276 797 456 | 258 278 937 | 258 278 937 |
| Total number of shares | 276 797 456 | 258 278 937 | 258 278 937 |
The Company's share capital consists of one class of shares and is fully paid-up.
| Number of shares | Share capital (NOK 1 000) | Share premium (NOK 1 000) | |||||||
|---|---|---|---|---|---|---|---|---|---|
| 31.03.2023 | 31.03.2022 | 31.12.2022 | 31.03.2023 | 31.03.2022 | 31.12.2022 | 31.03.2023 | 31.03.2022 | 31.12.2022 | |
| Ordinary shares - Issued and paid 1 January | 258 278 937 | 233 536 669 | 233 536 669 | 25 829 | 23 354 | 23 354 | 1 542 880 | 1 383 817 | 1 383 817 |
| Issued new share capital | 18 518 519 | 24 742 268 | 24 742 268 | 1 852 | 2 473 | 2 473 | 498 148 | 597 526 | 597 526 |
| Transaction cost | -25 846 | -6 134 | -6 134 | ||||||
| Other Changes | |||||||||
| Issued and paid, end of period | 279 797 456 | 258 278 937 | 258 278 937 | 27 680 | 25 829 | 25 829 | 2 015 182 | 1 975 208 | 1 975 208 |
| Transferred to share premium | -152 996 | -118 441 | -432 328 | ||||||
| Net total | 1 862 186 | 1 856 768 | 1 542 880 |
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.
On 1 March 2023, the Company issued 18 518 519 new shares in a private placement at the price of 27.00 per share. The Company raised approximately NOK 500 million in gross proceeds.
The company does not hold any treasury shares.
| 2022 | |||||||
|---|---|---|---|---|---|---|---|
| Non-current bond | 2023 Non-current |
Current bank | Non-current | Current bank | |||
| (NOK 1000) | loan | bank loan | loan | Total | bank loan | loan | Total |
| Liabilities as at 01.01. | 0 | 39 358 | 4 673 | 44 030 | 42 126 | 13 635 | 55 761 |
| Financing activities with cash settlement | |||||||
| New liabilities | 800 000 | - | - | 800 000 | - | - | - |
| Transaction costs | -23 091 | - | - | -23 091 | - | - | - |
| Repayment of liabilities | - | - | -1 293 | -1 293 | - | -10 082 | -10 082 |
| Financing activities without cash settlement | |||||||
| Reclassification 1st year`s instalments | - | - | - | - | - | - | - |
| Exchange differences | - | 2 695 | - | 2 695 | -3 555 | - | -3 555 |
| Equity components | -270 318 | - | - | -270 318 | - | - | - |
| Other transactions without cash settlement | 857 | - | - | 857 | - | - | - |
| Liabilities as at 31.03 | 507 448 | 42 053 | 3 380 | 552 881 | 38 571 | 3 553 | 42 124 |
In March 2023, Hexagon Purus ASA issued a 5-year unsecured convertible bond of NOK 800,000,000 with 6% fixed interest rate paid semi-annually in kind, through issuance of additional bonds. The conversion price of the bond is set at NOK 33.75, and the conversion right can be exercised at any time between the loan issue and the last conversion date, which is set to 16 March 2028, being the date which is 5 years after the Shareholders' Meeting that resolved the convertible bond.
The convertible bond is a compound financial instrument which contains an equity component and a debt component. Upon initial recognition, the debt component is calculated as the discounted value of the bond assuming no conversion with an approximate market interest rate for similar loans without the conversion feature as the discount rate. For calculation purposes, a 15% discount rate has been applied, yielding a fair value of the debt component of NOK 521.6 million. The equity component equals the residual difference between the fair value of the convertible bond at issuance of NOK 800.0 million and the fair value of the debt component and amounts thus to NOK 278.4 million. Transaction costs related to the bond issue amounted to NOK 23.1 million and have been capitalized pro rata between the debt and equity component. See summarized table related to the convertible bond below.
In addition to the convertible bond financing, Hexagon Purus has NOK 46 million in secured loans with Volksbank an der Niers eG and Deutsche Bank AG. The loans have fixed interest rates and maturity between 30.11.2025 to 30.03.2037. In addition, there are two overdraft facilities of EUR 1.5 million. As of the period end, the overdraft facilities were not utilized.
| Amount at initial | Carrying amount | ||||
|---|---|---|---|---|---|
| Convertible bond accounting reconciliation | Principal amount | Transaction costs | recognition | Accumulated interests | 31.03.2023 |
| Liability component | 521 648 | -15 057 | 506 591 | 857 | 507 448 |
| Equity component | 278 352 | -8 034 | 270 318 | - | 270 318 |
| Total | 800 000 | -23 091 | 776 909 | 857 | 777 766 |
Hexagon Purus Systems USA LLC, a subsidiary of Hexagon Purus ASA, has signed a multi-year agreement for the supply of lithium-ion battery cells with Panasonic Energy Co., Ltd. ("Panasonic"), a global provider of innovative battery technology-based products and solutions. Panasonic will supply battery cells for Hexagon Purus' proprietary battery systems, marking yet another important milestone for Hexagon Purus' zero-emission heavy-duty offering in North America with battery system production initially slated for Kelowna, Canada.
The battery cells will be produced at Panasonic's new facility in Kansas (U.S.) and will be compliant with the United States-Mexico-Canada (USMCA) trade agreement and are also expected to benefit from the Inflation Reduction Act of 2022 (IRA) incentives available for U.S. based producers of battery cells. The supply of battery cells will commence in early 2026, and as part of the supply agreement, Hexagon Purus will prepay approximately USD 43 million through 2025, subject to the achievement of certain milestones. This prepayment will secure battery cell capacity for Hexagon Purus out of Panasonic's production facility in Kansas.
There have been no other significant events after the balance sheet date that have not already been disclosed in this report.
A total of 39 162 001 (n.a.) shares in Hexagon Purus ASA (HPUR) were traded on Euronext Growth Oslo and Oslo Stock Exchange during the first quarter of 2023. The Company transferred to the main list of the Oslo Stock Exchange on 30 March 2023.
The total number of shares in Hexagon Purus ASA as of 31 March 2023 was 276 797 456 (par value NOK 0.10). In the quarter, the share price moved between NOK 20.90 and NOK 35.02, ending the quarter at NOK 20.07. The price as of 31 March 2023 implies a market capitalization of NOK 7 billion for the Company.
| 20 largest shareholders as per 31 March 2023 | Number of shares | Share of 20 largest | Share of total | Type | Citizenship |
|---|---|---|---|---|---|
| HEXAGON COMPOSITES ASA | 189 300 496 | 78.96% | 68.39% | Ordinary | Norway |
| CLEARSTREAM BANKING S.A. | 27 198 530 | 8.39% | 9.83% | Nominee | Luxembourg |
| MITSUI & CO LTD | 5 204 029 | 2.17% | 1.64% | Ordinary | Japan |
| Deutsche Bank Aktiengesellschaft | 4 532 551 | 1.89% | 1.09% | Nominee | Germany |
| FLAKK COMPOSITES AS | 3 027 799 | 1.26% | 1.09% | Ordinary | Norway |
| Citibank Europe plc | 3 008 592 | 1.05% | 1.06% | Nominee | Ireland |
| MP PENSJON PK | 2 921 485 | 1.00% | 0.75% | Ordinary | Norway |
| The Bank of New York Mellon SA/NV | 2 087 771 | 0.67% | 0.69% | Nominee | Sweden |
| Morgan Stanley & Co. Int. Plc. | 1 919 624 | 0.65% | 0.58% | Nominee | United Kingdom |
| Nordnet Bank AB | 1 597 645 | 0.61% | 0.53% | Nominee | Switzerland |
| UBS Switzerland AG | 1 458 795 | 0.57% | 0.52% | Nominee | Norway |
| JPMorgan Chase Bank, N.A., London | 1 445 700 | 0.51% | 0.49% | Nominee | United Kingdom |
| BRØDR. BØCKMANN AS | 1 363 120 | 0.41% | 0.48% | Ordinary | Belgium |
| VERDIPAPIRFONDET STOREBRAND NORGE | 1 329 384 | 0.35% | 0.46% | Ordinary | United States |
| The Bank of New York Mellon SA/NV | 1 272 973 | 0.32% | 0.43% | Nominee | Norway |
| State Street Bank and Trust Comp | 1 186 022 | 0.29% | 0.42% | Nominee | Sweden |
| VERDIPAPIRFONDET DELPHI NORDIC | 1 183 334 | 0.24% | 0.31% | Ordinary | Sweden |
| J.P. MORGAN SECURITIES PLC | 1 160 138 | 0.23% | 0.30% | Ordinary | Switzerland |
| SIX SIS AG | 848 686 | 0.23% | 0.27% | Nominee | Denmark |
| VERDIPAPIRFONDET DNB GRØNT NORDEN | 843 677 | 0.21% | 0.27% | Ordinary | United States |
| Total of 20 largest shareholders | 252 890 351 | 100.00% | 91.36% | ||
| Remainder | 23 904 105 | 8.64% | |||
| Total | 276 797 456 | 100,0 % |
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 8 May 2023, and there may have been changes in matters which affect the Company subsequent to the date of this Report. Neither the issue nor delivery of this Report shall under any circumstance create any implication that the information contained herein is correct as of any time subsequent to the date hereof or that the affairs of the Company have not since changed, and the Company does not intend, and does not assume any obligation, to update or correct any information included in this Report. This Report is subject to Norwegian law, and any dispute arising in respect of this Report is subject to the exclusive jurisdiction of Norwegian courts with Oslo City Court as exclusive venue. By receiving this Report, you accept to be bound by the terms above.
Hexagon Purus ASA Korsegata 4B, 6002 Ålesund, Norway www.hexagonpurus.com
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