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Hexagon Composites

Quarterly Report Nov 7, 2024

3619_rns_2024-11-07_284b0648-1009-435d-9002-96bea7bc0a00.pdf

Quarterly Report

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Q3 2024

A word from the CEO

Strong commercial momentum and operational efficiency drive record-high EBITDA

We delivered a strong third quarter, achieving revenues of NOK 1 250 (1 148) million and a record-high EBITDA of NOK 184 (120) million, resulting in an EBITDA margin of 15% (10%).

The strong results were driven by consistently solid deliveries from the Mobile Pipeline business and increased volumes of fuel systems for heavy-duty natural gas trucks. Greater volumes, along with operational improvements and favorable raw material prices, increased plant utilization and contributed to improved margins.

High activity in RNG fuel systems with a number of new adopters coming online

The introduction of Cummins' new X15N engine enables natural gas trucks to have parity with diesel in both power and range - tripling Hexagon's addressable market for fuel systems.

In Q3, we saw a nearly 40% increase in heavy duty truck sales compared to Q2, despite overall headwinds in the freight industry caused by overcapacity.

ln addition to a substantial order for renewable natural gas (RNG) fuel systems from a major refuse company, we recently secured fuel system sales worth USD 4.3 million from over 30 leading Class 8 fleets testing the new X15N engine. Notably, 40% of these fleets are new adopters of RNG/CNG (compressed natural gas). Following on the heels of piloting activity, the breadth of fleets placing new orders, and the continued high quoting activity, signifies that the market is embracing this technology as expected.

Continued strong performance in Mobile Pipeline

Hexagon Agility's Mobile Pipeline business continued its growth trajectory with another strong quarter in both top-line and bottom-line performance. Sustained high demand is driven by the economic competitiveness of RNG/CNG relative to conventional energy like diesel, as well as customers' decarbonization targets.

Hexagon Purus fully funded

In October, Hexagon Purus successfully raised NOK 1 billion with participation from Hexagon Composites and Mitsui. The capital raise is intended to fully fund the company well past the point of cash flow break-even. Hexagon Purus has delivered remarkable growth in the past years, and we remain committed to be a part of the company's continued success .

Looking ahead

The company's robust Q3 performance, coupled with the anticipated rise in demand for sustainable solutions in heavy-duty transport and gas distribution, lays a strong foundation for future success.

Looking ahead, Hexagon is in a pole position to capitalize on significant growth opportunities in the renewable gas sector. We remain confident in our ability to achieve our goals both in the short and long term.

Best regards,

Jon Erik Engeset CEO, Hexagon Composites

Highlights Q3 2024 and after balance sheet date

  • Record-high EBITDA with a 15% margin
  • · Significant performance improvements and increased heavy-duty truck activity in Hexagon Agility's fuel systems business
  • · Successful equity private placement of NOK 300 million, further bolstering the financial position with NOK ~1.6 billion in liquidity reserves at quarter-end
  • X15N initial orders from over 30 fleets
  • Participation of NOK 383 million in Hexagon Purus' successful capital raise of NOK ~1 000 million

Third quarter Year to date Full year
(NOK millions) 2024 2023 2022 2024 2023 2022 2023 2022
Hexagon Agility
Revenue
EBITDA
EBITDA margin
1 220
203
17%
1 104
125
11%
930
45
5%
3 226
408
13%
3 113
271
9%
2 478
160
6%
4 321
381
9%
3 478
209
6%
Hexagon Digital Wave
Revenue
EBITDA
EBITDA margin
39
O
0%
35
-5
-14%
30
3%
125
0
0%
121
- 2
- 2%
70
i
- 1%
179
8
4%
116
7
6%
Corporate functions and eliminations 11
Revenue
EBITDA
-9
19

O
4
14
2
- 9
21
-2
16
13
27
-23
18
9
Hexagon Group
Revenue
EBITDA
EBITDA margin
1 250
184
15%
1 148
120
10%
963
୧୦
6%
3 344
380
11%
3 254
266
8%
2 565
172
7%
4 526
366
8%
3 612
224
6%

Financial summary

Hexagon Group

On 3 June 2024, Hexagon sold its LPG composite cylinder business, Hexagon Ragasco, to Worthington Enterprises. Historical financial figures for the Hexagon Group have been re-presented for comparability of continuing operations. Following the sale of Hexagon Ragasco, continuing operations comprise the operating segments Hexagon Agility and Hexagon Digital Wave. Historical financials of Hexagon Ragasco are presented net in the statement of income under discontinued operations – together with the gain from the sale which amounted to net NOK 677 million.

Furthermore, on 29 May 2024, Hexagon acquired a non-controlling 49% stake in Worthington Enterprises' Sustainable Energy Solutions (SES) business, a leading European supplier of high-pressure cylinders and systems for storage and distribution of compressed natural gas, hydrogen and industrial gases, with production facilities in Austria, Poland and Germany. The investment in SES has been accounted for by use of the equity method from 29 May and represents an associated company of the Group together with Hexagon Purus and Cryoshelter BioLNG.

Operating results from continuing operations

In the third quarter of 2024, Hexagon Group (excluding Hexagon Ragasco) reported combined revenues of NOK 1 250 (1 148) million, and a record high EBITDA of NOK 184 (120) million for an EBITDA margin of 15% (10%). The Group margin is driven by Hexagon Agility, delivering 17% (11%) EBITDA-margin from a much-improved performance in the heavy-duty fuel systems business on top of recurring strong performance in the Mobile Pipeline distribution business. See segment results section for further details.

On a year-to-date basis, Hexagon Group (excluding Hexagon Ragasco) generated NOK 3 344 (3 254) million in revenues and NOK 380 (266) million in EBITDA for an EBITDA margin of 11% (8%).

Profit/loss from continuing operations

Profit/loss before taxes from continuing operations in the third quarter was NOK 56 (162) million, of which NOK -87 (-91) million was related to share of losses from investments in associates, and NOK 30 (-137) million in other net financial items. Losses from investments in associates were largely related to Hexagon Purus.

On a year-to-date basis, profit before taxes from continuing operations was NOK -216 (-211) million, heavily impacted by share of losses from associates of NOK -264 (-98) million (predominantly from Hexagon Purus'), net interest expenses of NOK 106 (120) million, and fair value development of Hexagon Purus total return swap (TRS) of NOK +8 (-91) million. See also note 4 for further details of net financial items.

Profit/loss from discontinued operations

Profit/loss from discontinued operations relates to Hexagon Ragasco which was sold to Worthington Enterprises on 3 June 2024, and Hexagon Purus which was deconsolidated as an operating entity on 29 June 2023. In 2024, discontinued operations relate solely to Hexagon Ragasco, while 2023 figures also include financials related to Hexagon Purus. The net gain from the sale of Hexagon Ragasco recognized in Q2 2024 amounted to NOK 677 million. Reference is made to note 14 for further details and financials from discontinued operations.

Total profit/loss

Adding the profits/losses from continuing operations with the profits/losses from discontinued operations, year-to-date total profit before taxes for the Group was NOK 479 (1 911) million.

Balance sheet development

At the end of the third quarter, the Group balance sheet amounted to NOK 7 284 million compared to NOK 6 684 million at the end of the second quarter. The change in total assets during the quarter is largely explained by the NOK 300 million equity raise made in August 2024 and recognition of a new right-of-use lease asset commissioned in Salisbury, North Carolina, the location for new cylinder capacity expansion.

Following the sale of Hexagon Ragasco in Q2 2024 and the NOK 300 million equity raise in August, the financial position and flexibility of the Group has strengthened significantly. At the end of the quarter, interest-bearing debt amounted to NOK 1 090 million and net Interest-bearing debt was NOK 573 million, compared to NOK 753 million at the end of the second quarter, and NOK 1 526 million at the end of the first quarter.

Cash flow and liquidity

Net cash flow from operating activities in the third quarter was NOK 14 million (140) million. The slower cash conversion was largely due to higher net operating working capital in Hexagon Agility. Net cash flow from investing activities was NOK -54 million, of which NOK 90 million was related to capex with some other offsetting net-positive effects. Net cash flow from financing activities was NOK 224 million in the quarter, explained by net proceeds from equity raise of NOK 291 million offset by interest- and lease payments of NOK 66 million in total.

The reported cash flow statement for the third quarter of last year is not comparable with the current quarter's cash flows as Hexagon Ragasco's cash flows are included in last year's reported cash flows. Similarly, on a year-to-date basis, the reported cash flow for 2024 includes Hexagon Ragasco's cash flows up to and including May 2024, and the reported cash flow for 2023 includes Hexagon Purus' cash flows up to and including June 2023. The reported cash flow statements are thus not comparable with the current Group structure. Reference is made to the consolidated cash flow statement for further details.

Unused credit facilities at the end of the quarter amounted to NOK 1100 million, translating to a liquidity reserve of NOK 1617 million. The Board considers the liquidity and the financial position of the Group as strong.

Key developments during the quarter

  • In July, Hexagon Agility received an order for Mobile Pipeline TITAN-modules from a global leading industrial gas company worth USD 12.8 million (approx. NOK 135 million)
  • In August, Hexagon Agility announced a significant order of USD 18.7 million for RNG fuel systems from major refuse fleet in North America
  • On 20 August, Hexagon Composites ASA raised NOK 300 million in gross proceeds through an equity private placement.

Key developments after the quarter

  • X15N initial orders from over 30 fleets
  • Participation of NOK 383 million in Hexagon Purus' successful capital raise of NOK ~1 000 million

Segment results

Hexagon Agility

Hexagon Agility is a global provider of natural gas fuel systems for commercial vehicles and gas distribution solutions.

In the third quarter of 2024, Hexagon Agility recorded combined revenues of NOK 1 220 (1 104) million, and a record-high EBITDA of NOK 203 (125) million, with an EBITDA margin of 17% (11%). The improved performance this quarter was largely attributed to higher fuel systems volumes for heavy-duty trucks, including deliveries to part of the UPS order announced in May. The order included systems that will be coupled with Cummins' new X15N natural gas engine.

While transit bus and medium duty volumes were somewhat slower, the uptick in refuse and heavy-duty truck volumes contributed to much improved overall profitability in the fuel systems business. The higher volumes provided a higher utilization of our plants which combined with operational improvements and better raw material prices supported better margins. Additionally, the Mobile Pipeline gas distribution business had yet another strong quarter both in terms of top-line and bottom-line performance, yielding a solid performance for Hexagon Agility as a whole.

On a year-to-date basis, Hexagon Agility recorded revenues of NOK 3 226 (3 113), including approximately NOK 55 million in positive FX translation effects compared to the same period last year. Although revenues in the fuel systems are somewhat lower than in the same period last year, this shortfall was neutralized by a significant increase from the Mobile Pipeline distribution business.

Hexagon Agility's EBITDA for the first nine months came in at NOK 408 (271) million, translating to an EBITDA margin of 13%, compared to 9% last year. A significant positive volume effect in Mobile Pipeline coupled with improved margins in the fuel systems business explains the overall improvement in Hexagon Agility's EBITDA performance.

EBITDA (MNOK)

Q4 22 Q1 23 Q2 23 Q3 23 Q4 23 Q1 24 Q2 24 Q2 24 Q3 24

Q3 22

Hexagon Digital Wave

Hexagon Digital Wave offers innovative cylinder testing and monitoring technologies that reduce down-time and inspection costs while improving inspection accuracy.

In the third quarter of 2024, Hexagon Digital Wave recorded revenues of NOK 39 (35) million and an EBITDA of NOK 0 (-5) million. Although revenues and EBITDA were better than in the same period last year, the overall performance was relatively soft. The soft performance was primarily due to reduced volumes in the UE (Ultrasonic Examination) machine business. In contrast, the MAE (Modal Acoustic Emission) requalification service business maintained consistently high levels. The shortfall in the UE business is however expected to recover in the fourth quarter as deliveries have been deferred from Q3 to Q4.

On a year-to-date basis, Hexagon Digital Wave recorded revenues of NOK 125 (121) million and an EBITDA of NOK 0.4 (-2.2) million for an EBITDA margin of 0.3% (-1.9%). While the MAE business has had a positive development, the UE business has seen challenges on the volumes side due to specific key customers holding back its own capex in 2024. The insufficient volumes generated a break-even EBITDA for the first nine months.

Investments in associates

Hexagon holds strategic investments in three associated companies: Hexagon Purus (HPUR.OL) with 38% ownership, Sustainable Energy Solutions (SES) with 49% ownership and Cryoshelter BioLNG with 40% ownership.

Hexagon Purus - 38% ownership

Hexagon Purus is a global leader in key technologies needed for zero emission hydrogen and battery-electric mobility and infrastructure with production facilities in North America, Europe and Asia.

In the third quarter of 2024, Hexagon Purus generated revenues of NOK 544 (380) million, up >40% compared to the same period last year, driven by its Hydrogen Mobility & infrastructure (HMI) segment, in addition to some positive one-offs related to the termination settlements with Daimler Truck North America. EBITDA ended at NOK -51 (-116), representing an operational improvement from its Hydrogen Mobility & Infrastructure (HMI) segment as well as some positive one-offs, offset by continued ramp-up investments and operating losses in its Battery Systems and Vehicle Integration (BVI) and in its China joint venture.

Profit after tax for Hexagon Purus for the first nine months of 2024 ended at NOK -535 (-499) million. Hexagon's share of the losses in Hexagon Purus amounted to NOK -220 million for the first nine months of 2024. See note 12 for further information on the equity method accounting of Hexagon Purus.

For further details pertaining to the operational and financial development of Hexagon Purus, please refer to Hexagon Purus' stock exchange announcement on 30 October 2024 and its third quarter report which will be published on 28 November 2024 on www.hexagonpurus.com/investors.

Sustainable Energy Solutions (SES) - 49% ownership

SES is a leading European supplier of high-pressure cylinders and systems for storage and distribution of compressed natural gas, hydrogen and industrial gases, with production facilities in Austria, Poland and Germany. Hexagon acquired a noncontrolling 49% stake in SES from Worthington Enterprises on 29 May 2024 which is accounted for by use of the equity method in the Hexagon Group accounts.

At the end of the third quarter, Hexagon's share of the profits/losses in SES relates to the period from June to September, which amounted to a loss of NOK -17 million. On a gross basis, SES generated NOK 390 million in revenues and an EBITDA of NOK -24 million in the same period. See note 12 for further information on the equity method accounting of SES.

Cryoshelter BioLNG - 40% ownership

Cryoshelter BioLNG is an Austria-based company specialized in the development of cryogenic tank technology for liquified renewable natural gas (LNG). The company is still in its infant phases of serial production and is currently delivering its inaugural order to a large global package delivery company.

Hexagon's share of the losses in Cryoshelter BioLNG amounted to NOK -27 (-12) for the first nine months of 2024, see also note 12. Hexagon also supports Cryoshelter's development with convertible loans and ordinary loans. Total loans granted in 2024 amount to NOK 140 million while accumulated loans amount to NOK 240 million. For more information about Cryoshelter, visit www.cryoshelter.com

Discontinued operations

Discontinued operations relate to Hexagon Ragasco which was sold to Worthington Enterprise on 3 June 2024 and Hexagon Purus which was deconsolidated as a subsidiary and operating entity on 29 June 2023.

As both Hexagon Ragasco and Hexagon Purus represented separate major lines of business and separate segments within the Hexagon Group prior to the divestments, both components represent discontinued operations and have thus been presented as such. See also note 14 for further information on discontinued operations.

Hexagon Ragasco

As Hexagon Ragasco was sold on 3 June 2024, the financials for 2024 in the graph below shows Hexagon Ragasco's development until 3 June 2024 and there are thus no financial figures related to Hexagon Ragasco beyond Q2 2024.

ln its last two months (April and May 2024) as a subsidiary of Hexagon, Hexagon Ragasco generated NOK 120 million in revenues and an EBITDA of NOK 19 million. Volumes were lower than the same two months last year due to destocking effects in the Scandinavian and European market and coupled with some delays in deliveries to a major customer in Saudi Arabia.

The sale of Hexagon Ragasco to Worthington Enterprises was concluded based on an enterprise value (EV) of NOK 1 050 million, including a contingent consideration of NOK 50 million. Depending on the financial performance of Hexagon Ragasco in FY2024, the total EV-consideration may increase to NOK 1 150 million. Following the sale, Hexagon Composites recognized a gain of NOK 677 million. The gain is presented as a part of discontinued operations on the face of the income statement. See also note 13 for further information.

Hexagon Purus

Effective 29 June 2023, Hexagon Purus was deconsolidated from the Hexagon Group and presented as discontinued operations, see also note 13 for further information pertaining to the deconsolidation. Since the same date, Hexagon's retained ownership of 38% in Hexagon Purus has been accounted for by use of the equity method. The figures below depict the operating financials for Hexagon Purus that were fully consolidated in the Hexagon Group until 29 June 2023, and which for presentation purposes have been presented as discontinued operations.

Due to the deconsolidation, there are no financial figures related to Hexagon Purus beyond Q2 2023.For further details pertaining to the operational and financial development of Hexagon Purus, please refer to Hexagon Purus third quarter report published 5 November2024 on www.hexagonpurus.com/investors

Outlook

Hexagon is focused on carbon negative and near-zero emission energy solutions, supported by world-class manufacturing and digitalization, enabling customers to reach their net-zero ambitions. Together with clients and partners, the Company is finding new ways to make alternative energy solutions available and affordable.

Global regulations support the energy transition. In addition to far-reaching programs, such as REPower EU and the US Inflation Reduction Act, a number of federal and regional programs addressing transportation are also being implemented. Hexagon is actively engaging with regulatory bodies in the EU and the US in the promotion of "well to wheel" basis methods of emissions which support the increased deployment of CO2neutral fuels such as biomethane/renewable natural gas (RNG).

Hexagon Agility

Hexagon Agility's current margins and overall profitability have improved significantly in the current quarter after a relatively soft start in the first half of 2024. The improvement is largely attributed to higher heavy-duty truck volumes which are expected to continue into the fourth quarter, supported by remaining deliveries on the completion of the USD 60 million UPS order for RNG fuel systems announced in May. This is complemented by a healthy backlog for Other Truck customers.

The fuel systems business remains highly active, despite overall overcapacity headwinds in the freight industry. Hexagon Agility is actively engaged in significant quoting activity for fuel systems related to the X15N .,

The order book, including a significant order from long-standing customer UPS, is now expanding with many customers new to CNG/RNG trucking. The new orders include over 30 leading Class 8 fleets of which 40% are new adopters of RNG/CNG. These customers are drawn by the diesel-like performance of the new engine and its attractive fuel economics. When combined with RNG fuel, this offers a ready-to-deploy and fasttrack route to decarbonization for fleets and OEMs.

So far, two of the top four North American truck brands, Kenworth and Peterbilt, have opened order books for trucks powered by the new engine, with DTNA (Freightliner) flagging start of production in mid-2025. Altogether they represent approximately twothirds of the North American heavy-duty truck market. Hexagon's addressable market for Natural Gas driven heavy-duty trucks increases threefold due to the X15N engine, as it opens the long-haul segment served by diesel engines. Hexagon's current capacity expansion program is timed to support and meet the strong growth expected through the rest of the decade and beyond.

The Board is pleased with the recovery of margins within the fuel systems business this quarter after the macro shocks of the past two years, and especially in a period when the general freight market has been at a low level. Although volumes and margins may fluctuate quarterly due to variations in customer ordering patterns, the increased adoption of CNG/RNG fuel systems driven by the X15N engine is expected to secure the achievement of annual margin targets of 15% in Hexagon Agility.

For the Mobile Pipeline business, and the business expects to finish off 2024 at a strong level. Additional production capacity came online successfully in September 2024. The sustained high demand is driven by the economic competitiveness of RNG/CNG relative to conventional energy such as diesel, and customers' decarbonization targets. These underlying factors are expected to drive growth and higher volumes for Mobile Pipeline in the years ahead.

Hexagon Digital Wave

The demand for Hexagon Digital Wave's Modal Acoustic Emission (MAE) requalification services is expected to retain consistently high activity throughout 2024 while volumes in the UE business is expected to increase. Over time, Hexagon Digital Wave is expecting growth within its MAE business due, in part, to the historical growth development of its offerings and the regulatory requalification testing requirements of over-the road gas distribution, including Hexagon's Mobile Pipeline business. As revenues follow the 5year periodic inspection requirements of the modules, and with both 2015 and 2020 being years with historically lower sales, 2025 is expected to have a dip in revenues before restoring to higher levels thereafter. This may be mitigated through increases in market share of testing and more diverse applications.

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

The Hexagon Composites Group is active in sales and markets. Exports represent a considerable part of the Group's sales. Currency risk is the Group's largest financial risk formany employs fonvard currency contracts in addition to natural hese risks. In the Board's view there are no major changes to the risk composition for the Group is by nature exposed to the general macro dimate factor, including those resulting in post-pancemic global supply chain disuptions, and how these positively or negatively or negatively. For additional information about risks and uncertainties we refer to Heagon Composites' 2023 annual report. It is not exposures and risks will have a material effect on the Group or its financial position in the reporting period.

Oslo, 6 November 2024

The Board of Directors of Hexagon Composites ASA

Knut Flakk Chair

Kristine Landmark Deputy chair

Takayuki Tsunashima Board member

Liv Astri Hovem Board member

Sam Gabbita Board member

Eva Sagemo Board member Joachim Magnusson Board member

Jon Erik Engeset President & CEO

(NOK 1000) Note Q3 2024 03 2023 YTD 2024 Y D 2023 FY 2023
Re-presented Re-presented Re-presented
Revenue from contracts with customers 3 1 248 619 1 144 089 3 338 772 3 246 612 4 516 666
Other operating income 3 232 2 894 1 442 4 302 5 066
Rental income 3 1 253 917 4 031 3 206 4 383
Total revenue and other income 1 250 104 1 147 900 3 344 245 3 254 121 4 526 115
Cost of materials 615 646 610 428 1 688 804 1 772 445 2 488 126
Payroll and social security expenses 11 293 664 267 978 826 826 811 104 1 122 652
Other operating expenses 156 808 149 077 448 473 404 411 549 812
Operating profit before depreciation and amortization (EBITDA) 133 987 120 418 380 141 266 160 365 525
Depreciation, amortization, and impairment 5, 6 70 553 54 064 189 907 161 251 219 942
Operating profit (EBIT) 113 434 66 354 190 234 104 909 145 583
Share of profit/loss of investments in associated companies 12, 13 87 150 - 91 146 - 263 720 - 98 177 -176 574
Impairment loss on associated companies 12 0 O 0 O - 702 000
Other financial items (net) 4 29 771 - 137 334 - 142 963 - 217 523 - 282 768
Profit/loss before taxes from continuing operations 56 055 - 162 126 - 216 448 - 210 791 - 1 015 759
Income tax expenses 53 859 - 12 327 38 399 - 22 180 - 1 491
Profit/loss after taxes from continuing operations 2 197 - 149 799 254 847 - 188 612 - 1 014 268
Profit/loss after taxes from discontinued operations (Hexagon Ragasco) 13, 14 0 - 9 399 691 023 58 253 73 085
Profit/loss after taxes from discontinued operations (Hexagon Purus) 13, 14 0 0 0 2 049 703 2 049 703
Total profit/loss before taxes 56 055 - 172 981 478 502 1911086 1113 741
Total profit/loss after taxes 2 197 -159 198 436 176 1919 344 1108 520
of which attributable to equity holders of the parent 2 197 -159 198 436 176 2 016 492 1 205 668
of which attributable to non-controlling interests 0 0 0 - 97 148 - 97 148
Earnings per share in NOK
Basic 0.01 - 0.76 2.17 9.57 5.53
Diluted 0.01 - 0.79 2.07 9.26 5.33
(NOK 1000) Note Q3 2024 @3 2023 YID 2024 YID 2023 FY 2023
Profit/loss after taxes 2 197 -159 198 436 176 1 919 344 1 108 520
Other comprehensive income
Translation differences when translating foreign activities - 21 988 -23 856 53 566 207 343 141 639
Translation differences related to deconsolidated subsidiary reclassified to profit or loss 13 O 0 10 693 - 118 307 - 118 307
Share of other comprehensive income of joint ventures and associates 12 13 053 0 25 336 0 - 21 590
Net total of items that may be reclassified to profit or loss in subsequent periods - 8 935 23 856 89 595 89 036 1 741
Actuarial gains/losses for the period (net after tax) 0 O O 0 - 1433
Net total of items that will not be reclassified to profit or loss in subsequent periods O 0 0 0 - 1 433
Total other comprehensive income - 8 935 - 23 856 89 595 89 036 308
Attributable to:
Equity holders of the parent - 8 935 - 23 856 89 595 55 461 - 33 267
Non-controlling interests 0 0 0 33 575 33 575
Total comprehensive income - 6 738 -183 054 525 771 2 008 380 1 108 828
Attributable to:
Equity holders of the parent - 6 738 -183 054 525 771 2 071 953 1 172 401
Non-controlling interests 0 0 0 - 63 573 - 63 573
(NOK 1000) Note 30.09.2024 30.09.2023 31.12.2023
Unaudited Unaudited Audited
ASSETS
Property, plant, and equipment 5 882 662 966 073 947 938
Right-of-use assets 5 485 133 337 281 365 624
Intangible assets 6 1769 667 1866 362 1785 606
Investment in associated companies 12, 13 1108 286 2 026 786 1 225 107
Other non-current financial assets 10 470 746 111 367 125 667
Other non-current assets 5 062 4 358 2 269
Deferred tax assets 14 961 8 635 19 013
Total non-current assets 4 736 518 5 320 861 4 471 225
Inventories 1 251 777 1324 168 110 406
Trade receivables 597 507 550 334 551 356
Contract assets 0 0 0
Other current financial assets 13 50 000 0 0
Other current assets 131 336 166 865 140 760
Bank deposits, cash and similar 516 894 163 606 154 350
Total current assets 2 547 514 2 204 974 1956 872
Total assets 7 284 032 7 525 835 6 428 096
(NOK 1000) Note 30.09.2024 30.09.2023 31.12.2023
Unaudited Unaudited Audited
EQUITY AND LIABILITIES
Paid-in capital 1 017 190 726 568 726 568
Other equity 3 046 849 3 371 293 2 487 465
Equity attributable to equity holders of the parent 4 064 039 4 097 861 3 214 033
Non-controlling interests 13 O 0 O
Total equity 4 064 039 4 097 861 3 214 033
Interest-bearing liabilities (non-current) 9 1 090 239 1096 509 0
Lease liabilities (non-current) 7 528 058 370 683 387 260
Other financial liabilities (non-current) 8 338 603 323 504 0
Pension liabilities 515 458 1 591
Deferred tax liabilities 128 835 152 039 131 018
Provisions (non-current) 9 232 7 907 8 594
Total non-current liabilities 2 095 481 1951 099 528 462
Interest-bearing liabilities (current) 9 0 53 123 1 108 468
Lease liabilities (current) 7 47 660 54 469 61 867
Trade payables 465 709 518 786 384 015
Contract liabilities 101 925 348 791 332 658
Other financial liabilities (current) 8, 10 116 315 91 157 376 909
Income tax payable 50 092 44 053 65 835
Other current liabilities 264 511 292 014 287 840
Provisions (current) 78 299 74 481 68 011
Total current liabilities 1 124 512 1 476 875 2 685 601
Total liabilities 3 219 993 3 427 974 3 214 063
Total equity and liabilities 7 284 032 7 525 835 6 428 096
(NOK 1000) Note Q3 2024 Q3 2023 YID 2024 YTD 2023 FY 2023
Operating cash flows
Profit before taxes from continuing operations 56 055 - 162 126 216 448 - 210 791 - 1 015 759
Profit before taxes from discontinued operations 14 0 - 10 856 694 950 2 121 877 2 129 500
Profit before taxes 56 055 - 172 982 478 502 1 911 086 1 113 741
Gain from sale / deconsolidation of subsidiary 13 O 0 676736 - 2 351 302 - 2 351 302
Depreciation, amortization and impairment 5, 6 70 553 63 496 207 596 248 709 317 331
Share of profit/loss of investments in associated companies 12 87 150 91 146 263 720 98 177 176 574
Impairment loss on associated companies 12 O 0 0 0 702 000
Net interest expense 29 295 38 804 106 690 155 174 189 791
Share based payment expenses 11 14 340 11 877 33 703 42 194 57 919
Changes in net operating working capital 1) 233 511 11 756 - 526 184 26 594 88 431
Other adjustments to operating cash flow - 9 823 96 238 - 24 486 58 652 88 607
Net cash flow from operating activities 14 058 140 335 - 137 196 189 285 383 090
- of which from continuing operations 14 058 162 061 - 107 095 438 346 640 453
- of which from discontinued operations - Hexagon Purus 0 0 O - 290 914 - 290 914
- of which from discontinued operations - Hexagon Ragasco 0 -21 726 - 30 101 41 853 33 551
Investing cash flows
Purchase of property, plant & equipment 5 - 86 639 - 61 697 210 042 - 361 399 - 424 045
Purchase of intangible assets 6 - 3 809 - 2 529 - 9 679 - 35 145 - 43 195
Interest received 20 017 4 333 30 430 26 317 32 017
Settlement of contingent considerations related to acquisitions 0 0 0 - 85 963 - 85 963
Total return swap cash collateral payments 68 507 0 O 0 O
Proceeds from sale of shares in subsidiary 13 0 0 944 200 0 0
Other proceeds from sale of subsidiary (repayment of intercompany debt) 0 O 128 973 0 0
Proceeds from sale of shares in associated companies 12 0 274 029 O 274 029 274 029
Purchase of shares in associated companies 12 -865 O - 122 219 - 29 305 - 29 305
Other investments in associates (convertible bond investment in Hexagon Purus 10 0 O - 200 000 0 O
Other investments 10 - 51 583 - 12 409 - 138 485 - 46 840 - 78 320
Net cash flow from investing activities - 54 371 201 727 4.23 7/3 - 258 305 - 354 781
- of which from continuing operations - 54 371 207 494 443 892 135 729 66 111
- of which from discontinued operations - Hexagon Purus 0 0 0 - 369 949 - 369 949
- of which from discontinued operations - Hexagon Ragasco 0 - 5 767 - 20 714 - 24 085 - 50 943
(NOK 1000) Note @3 2024 03 2023 YID 2024 YID 2023 FY 2023
Financing cash flows
Net repayment (-) / proceeds (+) from interest bearing loans 9 O - 296 877 - 11 255 230 941 189 073
Interest payments on interest-bearing liabilities - 32 976 - 35 108 - 111 660 - 138 591 - 170 964
Repayment of lease liabilities (incl. Interests) 7 - 33 404 - 21 299 - 75 714 - 79 166 - 101 052
Net proceeds from share capital increase 290 531 O 290 531 0 0
Net proceeds from share capital increase in subsidiary 0 0 O 576 180 576 180
Net proceeds from purchase (-) and sale (+) of treasury shares 0 -50 050 0 - 63 722 63 722
Net cash flow from financing activities 224 152 - 403 335 91 902 525 643 429 516
- of which from continuing operations 224 152 - 398 033 64 808 - 753 094 - 844 842
- of which from discontinued operations - Hexagon Purus 0 O 0 1299 708 1 299 708
- of which from discontinued operations - Hexagon Ragasco 0 - 5 302 27 095 - 20 970 - 25 350
Net change in cash and cash equivalents 183 833 - 61 273 377 885 456 623 457 825
Net currency exchange differences - 2 681 - 3 926 8 531 - 33 151 - 43 609
Cash and cash equivalents derecognized due to deconsolidation of subsidiary 13 0 O - 23 872 - 973 413 -973 413
Cash and cash equivalents at start of period 335 736 228 806 154 350 713 547 713 547
Cash and cash equivalents at end of period 516 894 163 606 516 894 163 606 154 350
Liquidity overview
Cash and cash equivalents at end of period 516 894 163 606 516 894 163 606 154 350
Available unused credit facilities 1 100 000 546 877 1100 000 546 877 588 745
Liquidity reserve 1 616 894 710 483 1 616 894 710 483 743 095
Foreign Non-
Other currency Equity - controlling
Share Treasury Share capital translation Other holders of interests Total
(NOK 1 000) Note capital shares premium reserves reserve equity parent (NCI) equity
As of 1 January 2023 20 162 65 2 075 999 132 346 281 136 482 327 2 991 905 476 901 3 468 806
Profit/loss after tax for the period 2 016 492 2 016 492 - 97 148 919 344
Other comprehensive income for the period 13 55 461 55 461 33 575 89 036
Total comprehensive income 55 461 2 016 492 2 071 953 63 573 2008 380
Share-based payments 32 603 ୧ 559 39 163 3 032 42 194
Movement in treasury shares etc. - 73 - 63 649 - 63 722 - 63 722
Share capital increase in subsidiary 260 942 260 942 239 058 500 000
Transaction cost related to capital increase in subsidiary - 17 793 - 17 793 - 8 224 - 26 018
Share capital increase from NCI in other subsidiaries 102 198 102 198
Convertible bonds – equity component 9 190 363 190 363 87 989 278 352
Convertible bonds - transaction cost equity component 9 - 5 495 - 5 495 - 2 540 - 8 034
Dividend in kind 13 - 1 369 455 - 1369 455 - 1369 455
Derecognition of NCI following deconsolidation of subs. 13 834 841 834 84.
As of 30 September 2023 20 162 - 138 706 544 164 949 336 597 2 869 747 4 097 861 4 097 861
As of 1 January 2023 20162 - 65 2075 999 132 346 281 136 482 377 2 991 905 476 901 3 468 806
Profit/loss after tax for the period 205 668 1 205 668 - 97 148 108 520
Other comprehensive income for the period 13 - 10 244 - 23 024 - 33 267 33 575 308
Total comprehensive income -10 244 1 182 644 1172401 - 63 576 1108 828
Share-based payments 48 328 6 559 54 887 3 032 57 919
Movement in treasury shares etc. - 73 - 63 649 - 63 722 - 63 722
Share capital increase in subsidiary 260 942 260 942 239 058 500 000
Transaction cost related to capital increase in subsidiary - 17 793 - 17 793 - 8 224 - 26 018
Share capital increase in other subsidiaries 102 198 102 198
Convertible bonds - equity component 190 363 190 363 87 989 278 352
Convertible bonds - transaction cost equity component 9 - 5 495 - 5 495 - 2 540 - 8 034
Dividend in kind 13 - 1 369 455 - 1369 455 - 1369 455
Derecognition of non-controlling interests related to 13
deconsolidation of subsidiary - 834 841 - 834 841
As of 31 December 2023 20 162 - 138 706 544 180 674 270 893 2 035 899 3 214 033 0 3 214 033
Other Foreign
currency
Equity - Non-
Share Treasury Share capital translation Other holders of controlling Total
(NOK 1 000) Note capital shares premium reserves reserve equity parent interests equity
As of 1 January 2024 20 162 - 138 706 544 180 674 270 893 2 035 899 3 214 033 3 214 033
Profit/loss after tax for the period 436 176 436 176 O 436 176
Other comprehensive income for the period 13 64 259 25 336 89 595 0 89 595
Total comprehensive income 64 259 461 512 525 771 0 525 771
Share-based payments 33 703 33 703 33 703
Share capital increase 845 299 155 300 000 300 000
Transaction cost related to capital increase - 9 469 - 9 469 - 9 469
Movement in treasury shares etc. 90 - 90 O
As of 30 September 2024 21 007 - 48 996 230 214 377 335 152 2 497 320 4 064 039 o 4 064 039

Note 1: General information and basis for preparation

The concensed consibated interim for the third quarter of 2024, which ended 30 September 2024, compises ASA and its subsidiaries (together referred to as "the Group"). The company's headquary and Monway. Heragon Composites ASA is listed on the Oslo Stock Exchange under the ticker HEX.

These condensed consolidated interim final been prepared in accordance with AS 34 Interim Financial Reporting. The your of include all of the information required for full annual financial statements and should be consolidated financial statements of The Group for the year which ended 31 December 2023.

For a more detailed description of accounting principles see the consolicated financial statements for 2023, available on the Company supportunestor

The accounting principles used in the preparation accounts are the same as those applied to the consolidated financial statements for 2023.

The Group has not early-adopted any other standard, interpretation or amendment that has been issued but is not yet effective.

These condensed consolidated interim financial statements were approved by the Board of Directors on 6 November 2024.

Note 2: Estimates

The preparation of the interim accounts entimates and assumptions that affect the application of the accounting polices and the announts recognized as assets and liablities, income, and expenses. The material assessments underlying the application of the Group's accounting policy and the main sources of uncertainty are the same as for the consolidated accounts for 2023.

(NOK 1000) Q3 2024 03 2023 YTD 2024 YTD 2023 FY 2023
Unaudited Unaudited Unaudited Unaudited Audited
Hexagon Agility
Sale of cylinders, systems, and equipment (at point in time) 1 097 631 998 929 2 822 351 2 786 161 3 885 528
Sale of systems, services, and funded development (transferred over time) 0 0 0
Sales of cylinders, systems, and equipment to group- and associated companies 121 602 101 948 399 908 321 135 428 174
Other operating income 2 507 2 700 2 700
Total revenue from contract with customers 1 219 233 1103 384 3 222 258 3 109 996 4 316 402
Rental income 1 253 904 4 026 2 939 4 102
Total revenue and other operating income 1220 486 1 104 288 3 226 285 3 112 935 4 320 503
Segment operating profit before depreciation (EBITDA)
Segment operating profit (EBIT)
203 184
139 485
125 313
76 226
407 583
237 411
270 720
124 958
380 903
181 586
Segment assets
Segment liabilities
4 892 674
2 117 714
4 599 571
1 958 576
4 166 566
1 596 489
Hexagon Digital Wave
Sale of cylinders, systems, and equipment (at point in time) 36 900 33 345 119 453 106 601 160 893
Sale of systems, services, and funded development (transferred over time)
Sales of cylinders, systems, and equipment to group- and associated companies 1 859 304 4 624 12 329 15 485
Other operating income 188 387 1 140 576 2 340
Total revenue and other operating income 38 946 35 036 125 217 120 506 178 718
Rental income 0
Total revenue 38 946 35 036 125 217 120 506 178 718
Segment operating profit before depreciation (EBITDA) 118 - 4 765 398 - 2 247 7 813
Segment operating profit (EBIT) - 3 016 - 6 45/ - 8 045 - 7 266 1 044
144 622 128 945 122 689
Segment assets
Segment liabilities 86 105 68 679 57 427
(NOK 1000) 03 2024 03 2023 YID 2024 YID 2023 FY 2023
Interest income 19 668 5 850 31 711 17 860 25 055
Interest expenses - 36 347 - 38 876 - 111 343 - 122 392 - 157 546
Interest expenses on lease liabilities (IFRS 16) - 14 120 - 5 170 - 26 158 - 15 125 - 20 443
Net interest expenses - 30 799 - 38 196 105 790 - 119 657 - 152 934
TRS derivative gain/loss 56 226 - 91 157 8 294 - 91 157 - 124 609
Other derivatives gains/losses - 14 815 - 961 - 50 543 9 376 396
Foreign exchange gains/losses 19 446 -6622 6 030 - 16 547 - 7 132
Other financial expenses/income (net) - 287 - 398 - 955 462 512
Other financial items (net) 29 771 - 137 334 - 142 963 - 217 523 - 282 768
20724 2073
Property, plant, Right of use Property, plant, Right of use
(NOK 1000) and equipment assets Total 2024 and equipment assets Total 2023
Carrying value as of 1 January 947 938 365 624 1313 562 1336 307 473 233 1 809 539
Additions continuing operations 188 123 229 772 417 895 135 770 36 078 171 848
Additions discont. operations - Hexagon Purus 0 196 535 7 521 204 056
Additions discont. operations - Hexagon Ragasco 21 919 3 569 25 488 29 094 11 128 40 222
Depreciations from continuing operations - 85 864 - 53 310 139 174 - 70 559 - 43 401 - 113 960
Depreciations from discont. operations - Hexagon Purus (note 14) 0 - 21 103 - 13 881 - 34 984
Depreciations from discont. operations - Hexagon Ragasco (note 14) - 13 336 - 4 215 - 17 551 - 21 909 - 6 793 - 28 702
Impairments from continuing operations - 3 457 - 3 457
Currency translation differences 21 288 9 866 31 153 107 717 32 687 140 404
Derecognition from deconsolidation of Hexagon Purus (note 13) - 725 778 - 159 292 - 885 070
Derecognition from deconsolidation of Hexagon Ragasco (note 13) - 193 948 - 66 174 - 260 122
Carrying value as of 30 September 882 662 485 133 1 367 795 966 073 337 281 1 303 354
2024 20743
Other Other
Customer intangible Total Customer intangible Total
(NOK 1000) Goodwill relationships assets intangibles Goodwill relationships assets]) intangibles
Carrying value as of 1 January 1 232 880 252 447 300 279 1785 606 1 717 097 363 924 489 833 2 570 853
Additions continuing operations O 0 9 679 9 679 0 18 258 18 258
Additions discont. operations - Hexagon Purus O 0 0 0 0 16 886 16 886
Additions discont. operations - Hexagon Ragasco O 0 0 0 0
Amortizations from continuing operations O - 19 869 - 27 407 - 47 276 0 - 23 400 - 23 892 - 47 292
Amortizations from discont. operations - Hexagon Purus (note 14) O 0 0 0 - 10 737 - 13 035 - 23 772
Amortizations from discont. operations - Hexagon Ragasco (note 14) 0 0 - 138 - 138 0 0
Currency translation differences 40 428 8 598 7 299 56 325 148 522 30 860 26 591 205 973
Derecognition from deconsolidation of Hexagon Purus (note 13) 0 0 0 - 583 031 90 553 - 200 962 - 874 545
Derecognition from deconsolidation of Hexagon Ragasco (note 13) - 32 350 0 - 2 179 - 34 529 O
Carrying value as of 30 September 1 240 958 241 176 287 533 1769 667 1 282 588 270 095 313 679 1866 362
1 1 1 1 19 19 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 1
(NOK 1000) 2024 2023
Carrying value as of 1 January 449 127 551 592
New lease liabilities recognized in the period - continuing operations 229 772 36 328
New lease liabilities recognized in the period – discont. operations – Hexagon Purus 7 521
New lease liabilities recognized in the period - discont. operations - Hexagon Ragasco 3 રેલવે 11 128
Cash payments for the principal portion of the lease liability - 48 504 - 55 417
Cash payments for the interest portion of the lease liability - 27 210 - 23 748
Interest on lease liabilities - continuing operations 26 158 15 125
Interest on lease liabilities - discontinued operations - Hexagon Purus 6 828
Interest on lease liabilities - discontinued operations - Hexagon Ragasco 1 052 1 795
Currency translation differences 12 119 37 808
Derecognition from deconsolidation of Hexagon Purus (note 13) - 163 807
Derecognition from deconsolidation of Hexagon Ragasco (note 13) - 70 366 0
Carrying value as of 30 September 575 718 4925 1572
(NOK 1000) Carrying
value
1 January
2024
Fair value
adjustment
Additions
in the
period
Settlements
/payments
in the
period
Reclass.
from non-
current to
current
translation Derecognition
from
Currency deconsolidation of
Hexagon Purus
Carrying
value
30 Sept.
2024
Cross currency swap (fair value) - 20 966 0 O 359 569 O 0 338 603
Total non-current other financial liabilities - 20 966 0 359 569 o 338 603
Cross currency swap (fair value) 252 299 107 270 0 - 359 569 0
Other current financial liabilities (TRS) 124 609 - 8 294 O O o 116 315
Total current other financial liabilities 376 909 98 975 0 - 359 569 0 o 116 315
Carrying Settlements Reclass. Derecognition Carrying
value Additions /payments from non- from value
1 January Fair value in the in the current to Currency deconsolidation of 30 Sept.
(NOK 1000) 2023 adjustment period period current translation Hexagon Purus 2023
Cross currency swap (fair value) 216 885 106 618 O 0 0 O 323 504
Contingent liabilities from business combinations (fair value) 39 789 O 0 - 39 789 O O
Total non-current other financial liabilities 256 675 106 618 - 39 789 0 0 323 504
Deferred payment from business combination (amortized cost) 45 776 - 52 267 0 6 491 0
Contingent liabilities from business combinations (fair value) 29 275 0 - 33 426 39 789 8 ୧୧୧ - 44 294
Other current financial liabilities (TRS) 91 157 0 91 157
Total current other financial liabilities 75 051 91 157 0 - 85 693 39 789 15 146 - 44 294 91 157

Note 9: Interest-bearing liabilities

2024 2073
Non-current Current Non-current Non-current Current
(NOK 1000) bank loans bank loans Total 2024 bond loans bank loans bank loans Total 2023
Liabilities as of 1 January O 1 108 468 1 108 468 0 1 482 140 234 674 1 716 814
Financing activities with cash settlement:
- New liabilities 607 339 607 339 800 000 0 0 800 000
- Transaction costs - 9 750 - 9 750 - 23 091 0 0 - 23 091
- Repayment of liabilities - 618 595 - 618 595 0 - 365 398 - 180 569 - 545 967
Financing activities without cash settlement:
- Reclassification 1st year`s instalments 0 0 o O 0 0 O
Reclassifications 1) 1 088 735 - 1088 735 o O O 0 O
- Equity component of convertible bond (less transaction costs) o - 270 318 0 0 - 270 318
- Currency translation differences 5 421 0 5 421
- Other transactions without cash settlement 1 505 1 272 2777 21 024 4 900 0 25 924
- Derecognition from deconsolidation of Hexagon Purus 2 - 527 615 - 30 554 - 982 - 559 151
Liabilities as of 30 September 1 090 239 0 1 090 239 0 1 096 509 53 123 1 149 632

() Heragon's debt facilities with its bank, were due to its less-than-12-morth maturity, classified and presented as current as of 31 December 2023. On 30 April 2024, Hexagon renewed its debt facilities, and the been reclassified and presented as non-current as of 30 September 2024.

The principal loan financing for heragon Composites ASA is a Secured blateral and Dansie Bank. Following the renewal of the cleb facilites on 30 April the overal size of the committed for M.V. 10 M. 2 200 million, comprising a term loan of NOK 100 million, an overdraf facility of NOK 200 million and a multi-currency revolving credit facility (RCF) of NOK 80 million. The mail be in relation of 1 years and RCF. As of quarter-end, total drawings amounted to NOK 100 million excluding amortzed transaction costs of 9.8 million. Unused credit facilities were NOK 100 million.

All financial covenants related to the financing facility agreement were compliant per quarter-end.

2) As a result of the deconsoliation of Hexagon Purus' interest-bearing debtas of 29 June 2023, consisting maily of the debt component of a NOK 800 million convertible bond, was derecognized for hexagon Composites, and is thus only present in the comparable table for 2023.

Note 10: Financial instruments

For financial instruments that are recurring basis, the Group deternines whether transfers have occurred between levels in the hierarchy by reassessing categorization at the end of each reporting period.

Fair value hierarchy

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 have a significant effect on the recorded fair value are observable, either directly or indirectly or indirectly

Level 3: Techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data

There were no transfers for one level to and hierarly from 2023 to the end of the current quarter of 2024. Heagon Group has no items defined as level . Set out below is a comparison of the fair value of financial instruments as of the current balance sheet date and 31 December 2023.

30 September 2024 31 December 2023
(NOK 1000) Level Carrying amount Fair value Carrying amount Fair value
Financial assets:
Other non-current financial assets 1) 2 470 746 470 746 125 667 125 667
Other current financial assets 2) 2 50 000 50 000
Total financial assets 520 746 520 746 125 667 125 667
Financial liabilities:
Non-current contingent liabilities 3 1 090 239 1 100 000 O O
Other non-current financial liabilities (cross currency swap) 3 338 603 338 603 0
Current interest-bearing liabilities 2 1108 468 1 111 255
Other current financial liabilities 3) 2 116 315 116 315 376 909 376 909
Total financial liabilities 1 545 157 1 554 918 1 485 376 1 488 164

() Other non-current thancial assets of NOK 40.7 milion relatible bond investment of NOK 23.5, bans to Cryosheller BoLNG of VOX 240.1 million, fair vaue on interest rate swaps of NOK 11.4 million and other minor investments of NOK 5.8 million.

2) Other current financial assets of NOK 50 million relate to contingent consideration placed to the sale of Hexagon Ragasco.

3) Other current financial liabilities of NOK 116 million relate to the negative fair value of a total return swap (TRS).

On 29 June 2023, Heragon Composites entered into a local exposure to 13 839 872 shares in Hexagon Purus ASA, representing 5% of the oth outstanding shares in Heragon Purus ASA. The total return svar Composites financial expoure to any change in the fair ralue of the underling is 839 872 shares from the intial amount of NOK 9.00 per share. The TRS is classfied as a final value to be recognized through proft or loss. At the end of the quarter, the fair value of the TRS was NOK -116.3 million.

Note 11: Share-based payment

Share-based payment in Hexagon Composites ASA

The Company has a performance share units program (RSUs) covering certain employees in senior positions.

Performance share unit programs (PSUs)

All PSUs are non-transferable and will vest subjections of the applicable vesting conditions (fulfilling revenue, group EBTDA and share of PSUs vested will depend on performance and the maximum avaded PSUs in each program. Each vested PSU will give the right to receive one share in the Company at an exercise price corresponding to the shares being NOK 0.10.

Restricted share unit programs (RSUs)

The RSUs are subject to continued employment the exch participant will at such ime receive such number of Hexagon shares as correspons to the number of RSUs allocated to them.

Privation
Share-based payment programs (maximum) RSUS
Outstanding 1 January 2024 8 476 437 524 527
Granted during the year 5 480 154 157 000
Instruments exercised - 1024 375 - 91 132
Instruments lapsed/cancelled/adjusted - 2 565 339 - 127 589
Outstanding 30 September 2024 10 366 877 462 806
Exercise price (NOK) (in the case of new shares issued) 0.10 0.10
Expected lifetime (years) 3 years 3 years
Weighted average exercised share price (NOK) during the year 18.46 39.15

The fair value of the PSUs was caculated on the Back-Scholes model, and the cost is recognized over the service period. Cost associated with the programs were NOK 35.7 million YTD per 30 September 2024. The fair value of all outstanding PSUs (naximum 10,36,877) and RSU (462,806) is estimated to NOK 84.4 million per 30 September 2024.

In addition to the above-mentioned instruments to certain execuives within the Group. The bonus arrangements are dependent upon the share price development of Hexagon Purus AS4 and is convernment options in Hexagon Purus ASA, for the purpose of caculating quarterly fair values using the Black-Scholes model. The led total expenses of NOK-22 million YTD 30 September 2024. Experses in the third quarter were NOK 1.6 million. Remaining unamortized accrual is estimated to MNOK 1.2 as of 30 September 2024.

Note 12: Investments in associates

Business Acquisition / Ownership Ownership Ownership Accounting
List of associated companies Country segment recognition 30.09.2023 31.12.2023 30.09.2024 method
Hexagon Purus ASA Norway Other 20 June 2023 38.4% 38.4% 38.3% Equity method
Worthington Cylinders Austria GmbH ("SES") Austria Other 29 May 2024 n/a n/a 49.0% Equity method
Cryoshelter BioLNG GmbH ("Cryoshelter") Austria Agility 1 August 2022 40.0% 40.0% 40.0% Equity method

Income statement reconciliation

Hexagon
Purus
Sustainable Energy
Solutions (SES)
Cryoshelter Total
(NOK 1000) 2024 2023 2024 2023 2024 2023 2024 2023
Share of profit after tax - 200 940 - 75 649 - 16 658 - 25 430 - 10 353 - 243 028 - 86 001
PPA amortizations - 18 672 - 10 196 - 2 020 - 1 980 - 20 692 - 12 176
Total profits/losses from investments in
associates per 30 September - 219 612 - 85 845 - 16 658 - 27 450 - 12 332 - 263 720 - 98 177

Balance sheet reconciliation

Hexagon Sustainable Energy Cryoshelter Other associates 1) Total
Purus Solutions (SES)
(NOK 1000) 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023
Carrying value as of 1 January 1 225 107 0 0 0 20 243 0 33 029 1 225 107 53 272
Purchase of shares 122 219 122 319
Share capital contributions 29 305 29 305
Fair value recognition of remaining shareholding 2 378 695 2 378 695
Sale of shares - 274 029 - 274 029
Share of profit after tax incl. PPA amortizations 219 612 - 85 845 - 16 658 - 27 450 - 12 332 - 4 402 263 720 102 579
Share of other comprehensive income 25 336 25 336
Derecognition following deconsolidation - 57 804 - 57 804
Currency translation effects 45
-
- 611 55 - 128 - 657 - 73
Carrying value as of 30 September 1030 832 2 018 820 105 516 O - 28 061 7 965 O 0 108 286 2 026 786
Fair value of the investment
(if there is a quoted market) as of 30 September 1 243 666 1 405 236 n/a n/a n/a n/a n/a n/a

) Other associated companies of Helagon Purus. As a nesult of the deconsiliation of Heagon Purus effective 29 June 2022, these associated companies were decedgrized from th group accounts of Hexagon Composites and are thus not a part of the 2024 figures.

Sustainable Energy Solutions (SES)

On 29 May 2024, Hexagon acquired 49% of the shares in Worthington Crip St the SES business), a leading European suppler of high-pressur crinners and systems for storage and distribution of controgen and industrial gases, with production from and Germany, Following the transaction, Worthington Enterprises as seler retailes of SES hold the remaining 2%. Based on the substance of the share-purchase ageement and the shareholders' ageement entered into as a partil over the control over the company, nor will the shareholders rave joint control over the company Consequently, Hevagon has concluded that influence over the company and has accounted for the investment as an associate by use of the equiry method. Hexagon's share of the profit after tax in SES from 29 May 2024 to 30 September 2024 was NOK -16.7 million.

The acquisition of SES was concluded based on an enterprise value of SS of USD 20 million on a 100% basis and net working capital liens, transtated to an equity ralue of USD22 million. HEK investment and to USD 10.8 million for 49% of the shares, equating transaction costs directly associated with the scuisition of the shares and on costs have been capitalized and added to the carring amount of the inestment.

As part of the acounting for the aquisition of SES, Heragon is unchase pice allocation (PPA), identifying and valung assets and liabilities of SES Fair value adustnents, if any, will not be recorded be investment itsef is a single line item. However, such adjustments will form the basis for additional depreciation, amoritation and similar adjustments that will be relevel in subsequent periods. The PP was not completed as of the date the interim financial statements were authorized for isue and consequention refects provisional anounts, which may be subject to change in subsequent periods to reflect new information obtained about the finance of the acquisition date. Management expects to have completed the PPA prior to the rim financial statements for the quarter ending 31 December 2024.

Hexagon Purus

Initial recognition as associated company on 29 June 2023

Following loss of control and deconsolidation of Heragon Composites investment in Hexagon Composites' investment in Hexagon Purus has been accounted for as an associaed company appling the equity method . On 2022, following the divident in - ind decision, Heragon Purus was effectively reduced to 43.4%. The initial recognition and measurement of Helen Monted to NOK 2 79 million, representing 43.4% of the fair market walle of Heagon Purus on 29 June. Furthernore, on 29 June, Heragon Purus shares and simultaneously entered into a total return swap (RS) representing % of the total outstanding shares in Hexagon Purus The to and a NOK 19.80 per share for a total consideration of NOK 274 million. Based on the substance of the agreements and the circunstances for the sale of shares associated with the TRS agreements was a couction in ownership of an associate. Since the sale of hares under the TRS agreement was made subsequently on the same date a the sale represented a zero-gain transaction. From 29 June and onwards, Heragon Composites accunts or 38.4% of the profits/losses in Heragon addition to anortzations of fair ralue/PPA-adjustments. See also note 13 for urber information related to the deconsolidation of Hexagon Purus. The table below shows the purchase price allocation of Hexagon Purus as of 29 June 2023.

Hexagon Purus
Hexagon
(NOK 1000)
100% basis
share
Ownership %
38.4%
Number of shares
276 797 456
106 296 223
Share price (NOK / share)
19.80
19.80
Market value of equity as of 29 June 2023
5 480 590
2 104 665
a
Book values as of initial recognition 29 June 2023
1 917 324
736 294
Non-current assets
1 900 183
729 712
Current assets
283 481
Non-current liabilities
738 189
Current liabilities
280 764
731 115
Book value of equity as of 29 June 2023
2 348 204
901 761
b
Fair value adjustments / PPA-adjustments:
3 132 386
1 202 904
a - b
- hereof intangible assets
298 848
778 206
- hereof goodwill
2 354 180
904 056

Impairment testing of Hexagon Purus

During the last 1.5 years, Heragon Purus as experienced and its market value. As of 30 September 2024, the Hexagon Purus share price closed at NOK 1.70 per share, translating to a fair value of Heragon Purus of NOK 1244 million. Compreet to the share price as of the date of Hexagon Purus as an associated company of NOV 19.80 this represents a 1 per cent decine. Companies within the hydrogen and battery sector have experienced similar share price developments in the same period.

In the fourth quarter of 2022, Hexagon performent in Heragon Purus based on a value-in-use calculation. The impairment test carred out resulted in an impairnent of NOK 702 million and an adjusted to K 1225 million as of 31 December 2023. Considering of Hexagon Purus in the first nine months of 2024, the carping value as of 30 September 2024 end of the end of the end of the third quarter of 2024, Hexagon reassessed is impairnent test carried ou in the fourth quarter of 2023 and concluded that he undering for the impairnent still stand. Consequently, no further impairments or reversal of impairments of its investment in Hexagon Purus have been made.

Key assumptions for calculating value in use of the mates for revenues, EBTDA margins, discount rates and growth rates beyond the breast period. A forecast period until 200 with an extraportion of years) has been used, concurent with the forecast period used in the determination of intangible asses and goodill in the purchase price alocation of Hexagon Purus' business plan projections imply significant growth. However, a a refection of the overal equity market increased implict risk towards for inpairnent test purposes incorporated somewhat higher risk factors to Heagon Purus' revenue growth rates towards 2030 both within the hydrogen and the sector, as vell as somewhat lower profit margins in the same forecast periods beyond the 6-year horizon, the Group has provincial to an expected average growth rate for the conomy in general. A weighted average cost of capital (post-tax) of 1.0 per cert has been reason flows. Although Hexagon Purus expects to make profit at EBITDA level during 2026, a significant portion of the estimated value-in-use anount lis in the exempent upon the size of the company and its free cash flow generation at the end of the fore ass period. Despite future cash flows are inherently heagon management expects Hexagon Purus will capitalize and dhat the current carrying value represents a fair estimate of the Company, including prudent risk adjustments.

Note 13: Changes to the Group structure

Sale and deconsolidation of Hexagon Ragasco on 3 June 2024

On 29 May 2024, Heragon announced an agreement with the sale of 10% of the shares in Hexagon Ragasco - the Groups LPG comps. The sale transaction closed on 3 June 2017 he transation was settled based on an enterprise value of NOK 1000 million and depending on the full year 2024 EBTDA performance of Herapise value may be adjusted between minus NOK 100 million. These potential adjustments epresent contingent considerations which have been and accounted for by using management's best estimates. Based on the EBTDA critingent considerations, Heagon management concluded to basing of NOK 1050 in enterprise value, equating to an estimated purchase price for the shares, after all of net debt and net working capital, of NOK 988 million.

The sale transaction yielded a net accounting gain of NOK 677 million, which is further depicted below.

Gain from sale of Hexagon Ragasco as of 3 June 2024
(NOK 1000)
Fair value of consideration paid in cash at closing 944 200
Fair value of subsequent consideration post-closing - 6 500
Fair value of contingent consideration 17 50 000
a) Total consideration for the shares in Hexagon Ragasco 987 700
b) Derecognition book value of net assets (equity) in Hexagon Ragasco 260 475
c) Reclassification of negative FX translation differences from OCI to profit/loss related to Hexagon Ragasco - 10 693
a-b+c) Gross gain from sale of Hexagon Ragasco 716 532
Income tax from sale of Hexagon Ragasco
Transaction costs 2) - 39 796
Net gain from deconsolidation of Hexagon Ragasco (as reported) 676 736

1) The contingent consideration is payable in March 2025 subject to Hexagon Ragasco meeting the associated EBITDA target for 2024.

2) Transction costs include lees to financial and easy settements of share been payment instruments and boruses to namely many of leagon Ragasco of NOK 15.7 million.

Deconsolidation of Hexagon Purus on 29 June 2023

On 29 June 2023, the Board of Hexagon Comment on the extraordinary general meeting on 20 June 2023, to distribute 69,2 million shares in Heragon Purus ASA ("Heagon Purus") as divident in kind to its sharented 25% of the total outstanding shares in Hexagon Purus and effectively realced Hevagor's ownership in Hexagon Purus from 68,4% to 4%. On the same day and subsequent of the Board not otal return swap (TRS) ageements with its Nord Canading Partners representing shares in Heragon Purus, or 13,8 million shares. Since 29 June 2022, Heragon nas ned 39,4% of the voting rights (106,3 million shares) in Hexagon Purus and a total return swap of 5% (13.8 million shares).

Folowing the above-mentioned events, Hexagon made a reassessment of its control consideration in Heragon Purus, and after considering and circumstances, management control was lost a of 29 June 2023. Key factors pertaining to this conclusion were the reduced with an irreveable public statement from the Board of Hexagon's Board influence and power in the Board of Purus to a non-controlling party for the foreseable tuture. See he full statement for the stock exchange announcement from 29 June, https://nevsweb.osobors.no/message594467

As a result of the loss of control in Hexagon derecognized all assets and liabilities, including non-controlling interests, associated with Heragon Purus as of 29 June 2023. The table below shows the one-off accounting gain resulting from the deconsolidation.

Gain from deconsolidation of Hexagon Purus as of 29 June 2023
(NOK 1000)
Fair value of Hexagon Purus shares distributed as dividend in kind (69 164 402 shares x NOK 19.80 per share) 1 369 455
Fair vale recognition of retained Hexagon Purus shares as associated company (120 136 095 shares x NOK 19.80 per share) 2 378 695
a) Total consideration of Hexagon Composites' share in Hexagon Purus 3 748 150
Derecognition book value of net assets equity) in Hexagon Purus 2 348 204
Derecognition book value of non-controlling interests related to Hexagon Purus - 834 841
b) Total book values related to Hexagon Purus derecognized 1 513 363
c) Reclassification of positive FX translation differences from OCI to profit/loss related to Hexagon Purus 118 307
a-b+c) Gross gain from deconsolidation of Hexagon Purus 2 353 094
Income tax from deconsolidation of Hexagon Purus 0
Transaction costs 1792
Net gain from deconsolidation of Hexagon Purus (as reported) 2 351 302

Since 29 June 2023, Heagon Purus has been classified company and accounted for by use of the equity method. See note 12 for further cerails on the equily method accounting of Hexagon Purus.

(NOK 1000) Q3 2024 (n/a) @3 2023
Hexagon Hexagon Total disc. Hexagon Hexagon Total disc.
Ragasco Purus operations Ragasco Purus operations
Total revenue and other operating income 109 497 109 497
Cost of materials 39 964 39 964
Payroll and social security expenses 32 055 32 055
Other operating expenses 34 230 34 230
Total operating expenses before depreciation 106 249 106 249
Operating profit before depr. and amort. (EBITDA) 3 248 3 248
Depreciation, amortization, and impairment 9 432 9 432
Operating profit (EBIT) - 6 184 - 6 184
Profit/loss from investments in associated companies 0 O
Other financial items (net) - 4 672 - 4 672
Profit/loss before taxes from discontinued operations - 10 856 - 10 856
Income tax expenses - 1 457 - 1 457
Profit/loss after taxes from discontinued operations - 9 399 - 9 399
Gain from sale/deconsolidation before taxes (note 13) 0 0
Income tax on gain from sale/deconsolidation 0 O
Gain from sale/deconsolidation after taxes 0 0
Profit/loss after taxes from disc. operations
reconciled to the income statement - 9 399 - 9 399
(NOK 1000) YTD 2024 YTD 2023 Full year 2023
Hexagon Hexagon Total disc. Hexagon Hexagon Total disc. Hexagon Hexagon Total disc.
Ragasco Purus operations Ragasco Purus operations Ragasco Purus operations
Total revenue and other operating income 263 111 263 111 508 194 573 544 1 081 738 678 703 573 544 1252 246
Cost of materials 98 433 98 433 198 279 334 830 533 109 268 229 334 830 603 059
Payroll and social security expenses 72 007 72 007 117 807 295 899 413 705 158 513 295 899 454 411
Other operating expenses 55 672 55 672 104 291 143 846 248 137 137 752 143 846 281 599
Total operating expenses before depreciation 226 112 226 112 420 376 774 575 1 194 951 564 494 774 575 1339 069
Operating profit before depr. and amort. (EBITDA) 37 000 37 000 87 818 201 031 - 113 214 114 209 - 201 031 - 86 823
Depreciation, amortization, and impairment 17 690 17 690 28 702 58 756 87 458 38 632 58 756 97 388
Operating profit (EBIT) 19 310 19 310 59 116 259 787 - 200 672 75 576 - 259 787 - 184 211
Profit/loss from investments in associated companies 0 0 0 - 4 402 - 4 402 0 - 4 402 - 4 402
Other financial items (net) - 1 096 - 1 096 16 044 - 40 395 - 24 351 7 206 - 40 395 - 33 189
Profit/loss before taxes from discontinued operations 18 214 18 214 75 159 304 584 229 425 82 782 - 304 584 - 221 802
Income tax expenses 3 927 3 927 16 906 - 2 984 13 921 9 697 - 2 984 6 712
Profit/loss after taxes from discontinued operations 14 286 14 286 58 253 - 301 600 243 346 73 085 - 301 600 - 228 514
Gain from sale/deconsolidation before taxes (note 13) 676 736 676 736 0 2 351 302 2 351 302 0 2 351 302 2 351 302
Income tax on gain from sale/deconsolidation 0 0 0 O O 0 0 0
Gain from sale/deconsolidation after taxes 676 736 676 736 0 2 351 302 2 351 302 0 2 351 302 2 351 302
Profit/loss after taxes from disc. operations
reconciled to the income statement 691 023 691 023 58 253 2 049 703 2 107 956 73 085 2 049 703 2 122 788
  • X15N initial orders from over 30 fleets
  • Participation of NOK ~380 million in Hexagon Purus' successful capital raise of NOK ~1 000 million

Terminology

BAR

Unit of pressure. 1 millibar = 100 N/m2

BIOGAS

Produced from raw materials such as agricultural waste, manure, municipal waste, plant material, sewage, green waste, or food waste

BIO-LPG

Propane produced from renewable feedstocks such as plant and vegetable waste material

BEV

Battery Electric Vehicle

CHASSIS

The base frame of a car, carriage, or other wheeled vehicle

CHG

Compressed Hydrogen Gas

CNG

Compressed Natural Gas

CO2 Carbon Dioxide

COMPOSITE

Combination of glass/carbon fiber and thermosetting plastic, exploiting the malleability of the plastic and the stiffness and strength of the glass/ carbon fiber

EBIT

Earnings before interests and taxes

EBITDA

Earnings before interest, taxes, depreciation, and amortization

EV

Electric Vehicle

FCEV

Fuel Cell Electric Vehicle

GHG

Greenhouse Gas

GVW Gross Vehicle Weight

HDV Heavy-Duty Vehicle

H2

Hydrogen, light, colorless gas (Symbol H), produced on an industrial scale

JOINT VENTURE

Legally signed contractual agreement whereby two or more parties undertake an economic activity

LDV Light-Duty Vehicle

LNG Liquefied Natural Gas

LPG Liquefied Petroleum Gas (propane gas)

MOBILE PIPELINE® Gas distribution products

NGV Natural Gas Vehicle

OEM Original Equipment Manufacturer

X-STORE® High-pressure composite cylinder for bulk transportation and storage of CNG

RNG

Renewable Natural Gas Pipeline compatible gaseous fuel derived from biogenic or other renewable sources that has lower lifecycle carbon dioxide equivalent (CO2- eq) emissions than geological natural gas

SCBA CYLINDER

Self-contained breathing apparatus

SCM3

Standard cubic meters. Unit for volumetric measurement of oil, natural gas and natural gas condensate at standard conditions defined in the ISO standard ISO 13443

TITAN®

High-pressure composite cylinder for bulk transportation and storage of CNG

TUFFSHELL®

High-pressure CNG cylinder for heavy duty vehicles

TYPE 1 Steel cylinder

TYPE 2 Steel cylinder, composite-reinforced

TYPE 3 Composite cylinder with metal liner

TYPE 4 Composite cylinder with polymer liner

U.S. DOT U.S. Department of Transportation

Hexagon Composites ASA Korsegata 4B, 6002 Ålesund, Norway www.hexagongroup.com

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