AI Terminal
Hexagon Composites
Quarterly Report • May 15, 2025
3619_rns_2025-05-15_edc4a2c7-dfef-4532-86a7-a9d3836c0fda.pdf
Quarterly Report
Open in ViewerOpens in native device viewer
A word from the CEO
Dear shareholders,
We are operating in unprecedented times. Trade disputes and uncertainty are dominating the headlines across the world - this is also true for our industries. The transportation and energy sectors are navigating the potential impacts of tariffs and regulatory changes, combined with the current freight recession in North America.
Steady performance
I'm satisfied that, despite headwinds, we were able to maintain a steady performance in the first quarter – delivering NOK 912 (945) million in revenue, with an EBITDA of NOK 44 (59) million. The decline in revenue and EBITDA relates to shortfall of volumes in our Mobile Pipeline business, due to increased uncertainty in the energy market. Leading to reduced capital investments by gas distribution fleets.
However, we are pleased to see the improvement in our fuel systems business, which was largely driven by positive momentum in the refuse industry. The momentum is expected to continue. Last month we received significant orders valued at NOK 213 million from a major refuse customer in the U.S., spanning fuel systems, Mobile Pipeline and MAE requalification services. This clearly demonstrates the value of our integrated portfolio.
Navigating the current landscape
As a result of our in-market for market manufacturing strategy, we are well placed to navigate this period of macro uncertainty, and we see minimal impact from global trade disputes on our own value chain and operations. With the ever-evolving geopolitical landscape and increased uncertainty, we have proactively taken action in the first quarter to adjust our operations and workforce.
Natural gas is the best alternative to diesel
Being at ACT Expo - the largest clean fuel event in North America – it was clear that natural gas dominated the conversations and is clearly the best option to replace diesel in long-haul heavy-duty trucking.
For the past 30 years, Hexagon has pioneered natural gas fuel systems in commercial vehicles. It is a proven and mature technology and the only alternative fuel ready for mass adoption in trucking. With Cummins X15N engine now available from the 3 major OEMs. For the first time, fleets now have an option that matches diesel in range and performance, while reducing cost and emissions.
Positioning for further growth
Despite the current uncertainty and limited near-term visibility, I'm confident in Hexagon's medium- and long-term profitable growth. We will manage the transition year 2025 and proactively seize opportunities to expand our market leading position. With our technologies, we enable our customers to adopt the right fuel, for the right application and at the right time.
Philipp Schramm CEO, Hexagon Composites
Key take aways Q1 2025
- · Soft performance in all businesses
- Received significant multi-segment bundle order of NOK 213 million from major refuse fleet in North America
- Increased market uncertainty caused by tariffs and ongoing trade disputes
- · Cost savings measures implemented to mitigate effects of uncertain demand and market outlook
- Liquidity reserve > NOK 1 billion
Key figures continuing operations19
| First quarter | Year to date | Full year | ||||||
|---|---|---|---|---|---|---|---|---|
| (NOK millions) | 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | 2024 | 2023 |
| Hexagon Agility | ||||||||
| Revenue | 891 | 901 | 898 | 891 | 901 | 898 | 4 716 | 4 321 |
| EBITDA | 49 | ୧୧ | 34 | 49 | ୧୮ | 34 | 662 | 381 |
| EBITDA margin | 6% | 7% | 4% | 6% | 7% | 4% | 14% | 9% |
| Hexagon Digital Wave | ||||||||
| Revenue | 22 | 42 | 45 | 22 | 42 | 45 | 179 | 179 |
| EBITDA | - 9 | -1 | 2 | - 9 | - 1 | 2 | 14 | 8 |
| 4% | 4% | |||||||
| EBITDA margin | 42% | -2% | 4% | 42% | -2% | 8% | ||
| Corporate functions and eliminations 19 | ||||||||
| Revenue | - 1 | 2 | 2 | -1 | 2 | 2 | - 17 | 27 |
| EBITDA | ব | - 5 | 0 | ব | - 5 | 0 | - 40 | - 23 |
| Hexagon Group | ||||||||
| Revenue | 912 | 945 | 945 | 912 | 945 | 945 | 4 877 | 4 526 |
| EBITDA | 44 | 29 | 36 | 44 | 59 | 36 | 637 | 366 |
| EBITDA margin | 5% | 6% | 4% | 5% | 6% | 4% | 13% | 8% |
1) Historical income statement figures for the Group hands of Heragon Ragasco on 3 June 2024 and the deconsoliation of Heragon Purus on 29 Une 2023. Both companies have been re-presented as in the Group's historical income statements, allowing comparability of historical for continuing operations of the Group. See also note 13 and 14.
Financial summary
Hexagon Group
Group structure
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.
In addition to its operating segments, Hexagon has non-controlling interests in three associated companies - Hexagon Purus, Sustainable Energy Solutions (SES) and Cryoshelter BioLNG, all of which are being accounted for by use of the equity method.
Operating results of the Group
In the first quarter of 2025, Hexagon Group reported revenues of NOK 912 (945) million, including approximately NOK 43 million in favorable currency translation effects compared to the first quarter of 2024. The decline in revenues is a result of lower volumes in both Hexagon Agility and Hexagon Digital Wave, whereby Hexagon Agility's Mobile Pipeline business experienced some volume contractions, especially in cylinder sales to Hexagon Purus. The Fuel Systems business on the other hand had higher volumes compared to Q1 2024, however not sufficient to offset the lower Mobile Pipeline volumes.
The overall soft topline development negatively impacted the operating results of the Group, with an EBITDA of NOK 44 (59) million and an EBITDA margin of 5% (6%). With total depreciation and amortization increasing from NOK 57 million in first quarter last year to NOK 70 million this year due to full-year effect of the recent year's capacity expansion programs in the US, the Group's EBIT ended at NOK -26 (2) million, for an EBIT margin of -3% (0%).
See also the segment results section for further details regarding the operating performance.
Profit/loss from continuing operations
Profits/loss before taxes from continuing operations in the first quarter were negative by NOK -842 (-188) million, heavily impacted by share of losses and further impairments in associates - in particular related to Hexagon Purus. Due to the adverse share price development of Hexagon Purus during the first quarter of 2025, Hexagon management performed an impairment test of its investment of the associate which, after accounting for the share of losses of NOK -152 (-68) million, resulted in an impairment of NOK 509 (0) million. Following the impairment, Hexagon's carrying value of its investment in Hexagon Purus amounted to NOK 217 million, mirroring the fair market value of Hexagon's equity investment in Hexagon Purus as per quarterend. Total profit and loss effects from associates, including SES and Cryoshelter, were negative by NOK -699 (-75) million whereof NOK -526 (0) million were related to impairment charges and NOK -173 (-75) were related to share of losses under the equity method - also heavily driven by Hexagon Purus.
Additionally, and furthermore as a result of the adverse share price development in Hexagon Purus, Hexagon recorded an unrealized loss on the total return swap (TRS) of NOK -55 (-75) million in the quarter, included in other financial items. See also note 4 for further details of net financial items and note 12 for further details on associates.
Profit/loss from discontinued operations
Profit/loss from discontinued operations is only relevant for 2024 comparable figures as Hexagon Ragasco was a part of the Group up until 3 June 2024 when it was sold to Worthington Enterprises. Reference is made to note 14 for further details from discontinued operations.
Balance sheet development
At the end of the quarter, the Group balance sheet amounted to NOK 5 605 million compared to NOK 7 077 million per year-end 2024. The reduction in the balance sheet during the quarter is to a large extent impacted by a significantly stronger NOK versus USD and EUR per 31 March 2025 compared to 31 December 2024, lowering the reported values of assets and liabilities of subsidiaries presented in NOK. Additionally, the share of losses and impairments in associates reduced total assets by NOK 699 million.
At the end of the quarter, interest-bearing debt amounted to NOK 1 293 million and net Interest-bearing debt was NOK 1 142 million, compared to NOK 1 293 and NOK 991 million at the end of 2024 respectively.
Cash flow and liquidity
Net cash flow from operating activities from continuing operations in the first quarter was NOK 15 million (-79) million. Weak operating profits coupled with somewhat higher working capital levels explain the soft cash generation in the first quarter.
Net cash flow from investing activities from continuing operations was NOK -84 (-419). Key items for the change from the same quarter last year are attributable to the NOK 200 million convertible bond investment in Hexagon Purus made in February 2024, and the settlement of NOK 120 million in earn-out related to the sale of Ragasco received in March 2025. Besides these items, capital expenditures were NOK -41 (-44), margin payments on the Hexagon Purus total return swap (TRS) were NOK -137 (-137) million, and loans to Cryoshelter BioLNG were NOK -30 (-40) million.
Net cash flow from financing activities from continuing operations was NOK -65 (470) million in the quarter, largely driven by interest- and lease payments of NOK -39 (-39) and NOK -24 (-21) million respectively and change in debt facilities of NOK -1 (+526) million. Reference is made to the consolidated cash flow statement for further details.
Unused credit facilities at the end of the quarter amounted to NOK 900 million, translating to a liquidity reserve of NOK 1051 million, compared to NOK 1201 million in liquidity reserve per December 2024. The Board considers the liquidity and the financial position of the Group as strong.
Key developments in the quarter
- Hexagon Agility and Hexagon Digital Wave received significant multi-segment orders from a major refuse fleet in North America, comprising RNG fuel systems, Mobile Pipeline distribution modules and cylinder requalification services, with an estimated value of USD 20.6 million (NOK 213 million).
- · Hexagon Digital Wave entered into a long-term agreement (LTA) with Certarus, the North American leader in compressed gas transportation and distribution, to provide exclusive requalification services to their fleet of gas transportation trailers.
Key developments after balance sheet date
• Hexagon Agility reached USD 20 million in cumulative orders for natural gas fuel systems for Cummins X15N powered trucks, including additional orders valued at USD 4.3 million from over 20 leading Class 8 fleets.
Segment results
Hexagon Agility
Hexagon Agility is a global provider of natural gas fuel systems for commercial vehicles and gas distribution solutions.
In the first quarter of 2025, Hexagon Agility recorded combined revenues of NOK 891 (901) million. Adjusted for favorable currency translation effects of NOK 42 million compared to the same period last year, underlying revenues development was negative by approximately 6%, largely attributable to slower volumes within the Mobile Pipeline business, both in North America and Europe. In Europe, the shortfall was primarily impacted by very limited cylinder sales to Hexagon Purus's hydrogen distribution business, while for North America the somewhat lower volume was in line with the expected soft first-half of the year, after a record 2024 for Mobile Pipeline.
The fuel systems business revenues in the first quarter of 2025 were higher than the first quarter of 2024, although not as strong volume wise compared to the third and fourth quarter of 2024. In a seasonably low quarter, the improved first quarter revenues were largely attributable to strong volumes within the refuse truck segment as well as final deliveries under the UPS contract for heavy-duty fuel systems.
EBITDA for the first quarter of 2025 was NOK 49 million (6%) compared to NOK 65 (7%) in the same period last year, primarily as a result of lower volumes in the Mobile Pipeline business.
Fuel systems commercial vehicles
■ Mobile Pipeline (incl. Hexagon Purus cylinder sales)
300
250
EBITDA (MNOK)
Hexagon Digital Wave
Hexagon Digital Wave offers innovative cylinder testing and monitoring technologies that reduce downtime and inspection costs while improving inspection accuracy.
In the first quarter of 2025, Hexagon Digital Wave recorded revenues of NOK 22 (42) million, equating to a decline of approximately 50% after adjusting for currency translation effects, resulting from shortfalls within both the Modal Acoustic Emission (MAE) requalification business and the Ultrasonic Examination (UE) machine business.
Gas distribution trailers must be requalified every five years to remain in operation. The activity level in the MAE requalification business is therefore highly correlated to historical volumes of gas distribution trailers. Both 2015 and 2020 were historically low years for composites gas distribution trailers and we therefore expect reduced MAE activity in 2025. For the UE machine business, volumes were down due to several customers holding back investments.
EBITDA for the first quarter of 2025 was NOK -9 million compared to NOK -1 million in the same period last year. Lower and insufficient volumes in both MAE and UE explain the negative EBITDA for the quarter.
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 first quarter of 2025, Hexagon Purus generated revenues of NOK 230 (407) million. The reduced revenue is predominantly explained by weaker demand within the Hydrogen Mobility & infrastructure (HMI) segment, while the Battery Systems and Vehicle Integration (BVI) segment continued with very limited revenues. With a lower topline, the EBITDA loss widened to NOK -242 (-97) million, coupled with one-time provisions for severance following executed reductions in workforce.
Profit after tax for Hexagon Purus for the first quarter of 2025 ended at NOK -385 (-165) million. Hexagon's share of losses in Hexagon Purus amounted to NOK -152 million in the same period. Additionally, due to the adverse share price development in Hexagon Purus during the first quarter of 2025, and the weakened market sentiment in the hydrogen and battery-electric industry, Hexagon made an impairment test of its investment as of 31 March which resulted in an impairment of NOK 509 million. 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, reference is made to the Company's first quarter report published on 6 May 2025 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.
For the first quarter of 2025, Hexagon's 49% share of the profit/losses in SES amounted to NOK -9 million. On a gross (100%) basis, SES generated NOK 317 million in revenues, EBITDA of NOK -6 million and profit after taxes of NOK -18 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 natural gas (LNG). Hexagon acquired 40% of the shares in Cryoshelter BioLNG in August 2022.
For the first quarter of 2025, Hexagon's 40% share of the profit/losses in Cryoshelter BioLNG amounted to NOK -12 (-7) million. The company finalized its inaugural order to a large global package delivery company during Q1 2025 but has no further orders in backlog. Consequently, the Company is currently in the process of scaling down its operation until demand, market outlook, and regulatory development for LNG technology is further clarified.
Due to the continued uncertainty pertaining to the market outlook and the regulatory development (especially in Europe) for Cryoshelter's technology and product offering, Hexagon has concluded, similar to the assessment per 31 December 2024, to value its investment in Cryoshelter to zero per 31 March 2025. As a consequence, Hexagon recorded an impairment charge of NOK -17 million of its investment in Cryoshelter in the first quarter. See also note 12 for further details related to the equity method accounting of Cryoshelter BioLNG.
Outlook
Discontinued guidance for 2025
Hexagon exited 2024 on an all-time high. Entering 2025, we said it would be a transition year. However, we did not expect the fast-changing geopolitical landscape we are currently operating in. Hexagon is in-market, for market, meaning we produce our solutions in the markets we sell them in, both in the US and in Europe. While we see only minimal impact on our own value chain from the current tariffs, they are affecting the transportation and energy industries as a whole - leading to increased uncertainty and lowered visibility on timeline and investments.
Due to the growing uncertainty, the Company is discontinuing its quidance on revenue and profitability for 2025 and will reinstate this when conditions allow.
Navigating current uncertainty, while positioning for further growth
Despite the current uncertainty and limited visibility, we remain confident in the Company's resilience, and in its medium- and long-term profitable growth. Our core technology is key to solving global energy challenges, including energy security, energy reliability, emissions reductions and importantly, lowering the total cost-of-ownership for energy and mobility companies.
In North America, natural gas-powered heavy-duty trucks currently represent our largest growth opportunity – natural gas is the only alternative fuel ready for mass adoption in that segment. Natural gas is unaffected by the current and proposed changes in regulation and market sentiment. For heavy-duty trucking, regulatory revisions and reforms will provide fleets with the flexibility to choose the energy source that best suits each application. With Cummins X15N engine now being available from major OEMs representing two-thirds of the market – fleets are for the first time faced with an option that matches diesel on range and performance, whilst reducing operational costs, lowering emissions and ensuring compliance with future environmental requlations.
As natural gas truck technology advances and fleets look to replace aging trucks, they can confidently plan for future growth and procurement. The route to 10x growth in natural gas heavy duty trucking by 2030 is achievable, and Hexagon Group will continue to investigate opportunities to strengthen our current position and utilize our core technology to expand our footprint.
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 fotor, and the Corrency contracts in addition to natural hedges to mitgate these risks. In the Board's view there are no major charges to the risk composition for the Group is by nature exposed to the general macro clinate factors, including those resulting in post-pandemic global supply chain disuptions, and how the susiness positively or negatively. For additional information about risks and uncertaintes we refer to Hexagon Composites '204 annual report. It is not exposures and risks will have a material effect on the Group or its financial position in the next reporting period.
Oslo, 14 May 2025
The Board of Directors of Hexagon Composites ASA
Knut Flakk Chair
Ko Mizukawa Board member
Harald Arnet Board member
Sam Gabbita Board member
Eva Sagemo Board member
Mimi Berdal Board member Liv Astri Hovem Board member
Philipp Schramm Chief Executive Officer
Condensed Interim Financial Statements for the Group
Consolidated statement of income
| Unaudited and Unaudited re-presented Audited Revenue from contracts with customers 3 908 861 942 883 4 856 973 3 Other operating income 322 417 14 920 3 Rental income 2 492 1 423 5 320 Total revenue and other income 4 877 213 911 770 944 628 Cost of materials 478 272 488 472 2 494 220 Payroll and social security expenses 11 252 960 1123 997 264 650 Other operating expenses 124 932 144 158 622 102 Operating profit before depreciation and amortization (EBITDA) 43 916 59 038 636 894 5, 6 Depreciation, amortization, and impairment 70 104 57 329 266 765 Operating profit (EBIT) - 26 188 370 129 1 709 Share of profit/loss of investments in associated companies 12, 13 - 173 358 - 75 468 -520 951 Impairment loss on associated companies 12 - 525 533 - 555 847 O 4 Other financial items (net) - 117 283 - 113 773 - 199 470 Profit/loss before taxes from continuing operations - 842 363 - 906 139 - 187 581 Income tax expenses - 6 512 - 22 257 62 516 Profit/loss after taxes from continuing operations - 835 851 - 165 274 - 968 655 0 Profit/loss after taxes from discontinued operations (Hexagon Ragasco) 13, 14 689 526 7 535 Total profit/loss after taxes - 835 851 - 279 129 - 157 739 - 279 129 of which attributable to equity holders of the parent - 835 851 - 157 739 of which attributable to non-controlling interests 0 O O Earnings per share in NOK Basic - 3.99 - 0.79 - 1.36 Diluted - 0.79 - 1.36 |
(NOK 1000) | Note | Q1 2025 | Q1 2024 | FY 2024 |
|---|---|---|---|---|---|
| - 3.99 |
Consolidated statement of comprehensive income
| (NOK 1000) | Note | (0) 20925 | 01 2024 | FY 2024 |
|---|---|---|---|---|
| Unaudited and | ||||
| Unaudited | re-presented | Audited | ||
| Profit/loss after taxes | - 835 851 | - 215 255 | - 279 129 | |
| Other comprehensive income | ||||
| Translation differences when translating foreign activities | -152 642 | 102 876 | 200 054 | |
| Translation differences related to deconsolidated subsidiary reclassified to profit or loss | 13 | O | 0 | 10 693 |
| Share of other comprehensive income of associates | 12 | - 29 489 | 30 068 | 46 979 |
| Net total of items that may be reclassified to profit or loss in subsequent periods | - 182 131 | 132 943 | 257 726 | |
| Actuarial gains/losses for the period (net after tax) | 0 | O | O | |
| Net total of items that will not be reclassified to profit or loss in subsequent periods | 0 | 0 | 0 | |
| Total other comprehensive income | - 182 131 | 132 943 | 257 726 | |
| Attributable to: | ||||
| Equity holders of the parent | - 182 131 | 132 943 | 257 726 | |
| Non-controlling interests | O | 0 | 0 | |
| Total comprehensive income | - 1 017 982 | - 24 795 | - 21 403 | |
| Attributable to: | ||||
| Equity holders of the parent | - 1 017 982 | - 24 795 | - 21 403 | |
| Non-controlling interests | 0 | 0 | O |
Consolidated statement of financial position
| (NOK 1000) | Note | 31.03 2075 | 3 03 2072 | 31.12.2024 |
|---|---|---|---|---|
| Unaudited | Unaudited | Audited | ||
| ASSETS | ||||
| Property, plant, and equipment | 5 | 868 066 | 1006 723 | 940 874 |
| Right-of-use assets | 5 | 456 526 | 372 991 | 502 214 |
| Intangible assets | 6 | 1796 522 | 1 874 199 | 1 926 414 |
| Investment in associated companies | 12, 13 | 309 819 | 1324 434 | 1 009 075 |
| Other non-current financial assets | 10 | 213 935 | 238 159 | 220 246 |
| Deferred tax assets | 33 198 | 19 013 | 33 198 | |
| Total non-current assets | 3 678 066 | 4 835 519 | 4 632 021 | |
| Inventories | 1 157 983 | 1 269 730 | 1 191 954 | |
| Trade receivables | 534 854 | 528 550 | 742 861 | |
| Other current financial assets | 13 | 0 | 0 | 120 000 |
| Other current assets | 83 070 | 187 828 | 88 339 | |
| Cash and cash equivalents | 150 952 | 109 276 | 302 297 | |
| Total current assets | 1926 859 | 2 095 384 | 2 445 451 | |
| Total assets | 5 604 924 | 6 930 903 | 7 077 472 |
| (NOK 1000) | Note | 31.03.2025 | 31.03.2024 | 31.12.2024 |
|---|---|---|---|---|
| Unaudited | Unaudited | Audited | ||
| EQUITY AND LIABILITIES | ||||
| Paid-in capital | 1 017 198 | 726 649 | 1 017 198 | |
| Other equity | 1 503 106 | 2 475 203 | 2 515 503 | |
| Total equity | 2 520 303 | 3 201 852 | 3 532 700 | |
| Interest-bearing liabilities (non-current) | 9 | 1292 602 | 0 | 1 091 773 |
| Lease liabilities (non-current) | 7 | 494 135 | 383 032 | 541 058 |
| Other financial liabilities (non-current) | 8 | 334 416 | 0 | 451 737 |
| Pension liabilities | 417 | 1 472 | 422 | |
| Deferred tax liabilities | 146 239 | 116 497 | 163 782 | |
| Provisions (non-current) | 18 851 | 9 338 | 19 297 | |
| Total non-current liabilities | 2 286 661 | 510 339 | 2 268 069 | |
| Interest-bearing liabilities (current) | 9 | O | 1 635 213 | 201 498 |
| Lease liabilities (current) | 7 | 57 452 | 80 899 | 60 523 |
| Trade payables | 349 792 | 491 907 | 389 300 | |
| Contract liabilities | 99 874 | 231 387 | 164 289 | |
| Other financial liabilities (current) | 8, 10 | 0 | 399 724 | 62 758 |
| Income tax payable | 3 109 | 43 931 | 6 146 | |
| Other current liabilities | 194 498 | 259 626 | 294 150 | |
| Provisions (current) | 93 235 | 76 026 | 98 038 | |
| Total current liabilities | 797 960 | 3 218 712 | 1 276 703 | |
| Total liabilities | 3 084 621 | 3 729 051 | 3 544 77 | |
| Total equity and liabilities | 5 604 924 | 6 930 903 | 7 077 472 |
Consolidated statement of cash flows
| (NOK 1000) | Note | 01 20925 | Q1 2024 | FY 2024 |
|---|---|---|---|---|
| Unaudited | Unaudited | Audited | ||
| Operating cash flows | ||||
| Profit before taxes from continuing operations | - 842 363 | - 187 531 | - 906 139 | |
| Profit before taxes from discontinued operations | 14 | 0 | 9 696 | 693 453 |
| Profit before taxes | - 842 363 | - 17/835 | - 212 686 | |
| Depreciation, amortization and impairment | 5, 6 | 70 104 | 67 933 | 284 454 |
| Share of profit/loss of investments in associated companies | 12 | 173 358 | 75 468 | 520 951 |
| Impairment loss on associated companies | 12 | 525 533 | 0 | 555 847 |
| Net interest expense | 40 330 | 40 334 | 161 095 | |
| Share based payment expenses (non-cash) | 11 | 5 585 | 12 614 | 45 998 |
| Changes in net operating working capital 1) | 138 056 | - 129 898 | - 612 807 | |
| Other working capital items and adjustments to operating cash flow | - 95 564 | 11 646 | - 595 756 | |
| Net cash flow from operating activities | 15 039 | - 99 738 | 147 097 | |
| - of which from continuing operations | 15 039 | - 78 826 | 177 198 | |
| - of which from discontinued operations - Hexagon Ragasco | 0 | - 20 913 | - 30 101 | |
| Investing cash flows | ||||
| Purchase of property, plant & equipment | 5 | - 23 785 | - 50 350 | - 259 286 |
| Purchase of intangible assets | 6 | - 17 318 | - 2 423 | - 31 527 |
| Interest received | 3 578 | 2 965 | 21 606 | |
| Total return swap cash collateral payments | - 137 015 | - 137 015 | - 137 015 | |
| Investment in subsidiaries | 0 | 0 | - 18 246 | |
| Proceeds from sale of shares in subsidiary | 13 | 120 000 | 0 | 942 703 |
| Other proceeds from sale of subsidiary (repayment of intercompany debt) | 0 | 0 | 128 973 | |
| Investment in associated companies | 12 | - 29 509 | - 40 043 | - 505 497 |
| Other investments in associates (convertible bond investment in Hexagon Purus | 10 | 0 | - 200 000 | - 200 000 |
| Other investments | 10 | 0 | - 362 | - 178 921 |
| Net cash flow from investing activities | - 84 049 | - 427 227 | - 237 211 | |
| - of which from continuing operations | - 84 049 | - 419 059 | - 216 497 | |
| - of which from discontinued operations - Hexagon Ragasco | 0 | - 8 169 | - 20 714 |
1) Changes in net operating working capital consisted trade receivables, contract assets, trade payables and contract libilities.
Consolidated statement of cash flows (cont.)
| (NOK 1000) | Note | 01 2025 | Q1 2024 | FY 2024 |
|---|---|---|---|---|
| Financing cash flows | ||||
| Net repayment (-) / proceeds (+) from interest bearing loans | 9 | - 1 498 | 526 061 | 188 902 |
| Interest payments on interest-bearing liabilities | - 39 343 | - 39 278 | - 145 770 | |
| Repayment of lease liabilities (incl. Interests) | 7 | - 24 262 | - 21 300 | - 97 915 |
| Net proceeds from share capital increase | 0 | 290 531 | ||
| Net proceeds from share capital increase in subsidiary | 0 | 0 | 0 | |
| Net proceeds from purchase (-) and sale (+) of treasury shares | 0 | O | 0 | |
| Net cash flow from financing activities | - 65 102 | 465 483 | 235 748 | |
| - of which from continuing operations | - 65 102 | 470 972 | 208 654 | |
| - of which from discontinued operations - Hexagon Ragasco | O | - 5 489 | 27 095 | |
| Net change in cash and cash equivalents | - 134 112 | - 61 483 | 145 634 | |
| Net currency exchange differences | - 17 233 | 16 409 | 26 185 | |
| Cash and cash equivalents derecognized due to deconsolidation of subsidiary | 13 | O | - 23 872 | |
| Cash and cash equivalents at start of period | 302 297 | 154 350 | 154 350 | |
| Cash and cash equivalents at end of period | 150 952 | 109 276 | 302 297 | |
| Liquidity overview | ||||
| Cash and cash equivalents at end of period | 150 952 | 109 276 | 302 297 | |
| Available unused credit facilities | 900 000 | 62 684 | 898 502 | |
| Liquidity reserve | 1 050 952 | 171 961 | 1 200 799 |
Consolidated statement of changes in equity
| Share | Treasury | Share | Other capital | Foreign currency | ||||
|---|---|---|---|---|---|---|---|---|
| (NOK 1 000) | Note | capital | shares | premium | reserves | translation reserve | Other equity | Total equity |
| As of 1 January 2024 | 20 162 | - 138 | 706 544 | 180 674 | 270 893 | 2 035 899 | 3 214 033 | |
| Profit/loss after tax for the period | - 157 739 | - 157 739 | ||||||
| Other comprehensive income for the period | 13 | 102 876 | 30 068 | 132 943 | ||||
| Total comprehensive income | 102 876 | - 127 671 | - 24 795 | |||||
| Share-based payments | 12 614 | 12 614 | ||||||
| Movement in treasury shares etc. | 81 | - 81 | O | |||||
| As of 31 March 2024 | 20 162 | - 57 | 706 544 | 193 238 | 373 769 | 1 908 146 | 3 201 852 | |
| Share | Treasury | Share | Other capital | Foreign currency | ||||
| (NOK 1 000) | Note | capital | shares | premium | reserves | translation reserve | Other equity | Total equity |
| As of 1 January 2024 | 20 162 | - 138 | 706 544 | 180 674 | 270 893 | 2 035 899 | 3 214 033 | |
| Profit/loss after tax for the period | - 279 129 | - 279 129 | ||||||
| Other comprehensive income for the period | 13 | 210 747 | 46 979 | 257 726 | ||||
| Total comprehensive income | 210 747 | - 232 150 | - 21 403 | |||||
| Share-based payments | 45 998 | 45 998 | ||||||
| Movement in treasury shares etc. | 98 | 3 442 | 3 540 | |||||
| Share capital increase | 845 | 299 155 | 300 000 | |||||
| Transaction cost related to capital increase | - 9 469 | - 9 469 | ||||||
| As of 31 December 2024 | 21 007 | - 40 | 996 230 | 226 672 | 481 640 | 1 807 191 | 3 532 700 | |
| Share | Treasury | Share | Other capital | Foreign currency | ||||
| (NOK 1 000) | Note | capital | shares | premium | reserves | translation reserve | Other equity | Total equity |
| As of 1 January 2025 | 21 007 | - 40 | 996 230 | 226 672 | 481 640 | 1 807 191 | 3 532 700 | |
| Profit/loss after tax for the period | - 835 851 | - 835 851 | ||||||
| Other comprehensive income for the period | 13 | - 152 642 | - 29 489 | - 182 131 | ||||
Note 1: General information and basis for preparation
The concensed consolidated interim finance of 2025 which ended 31 March 2025, compise Hexagon Composites ASA and its subsidianis (together referied to as "the Group"). The company are at Korsegate 43, 6002 Aalesund, Norway. Heagon Composites ASA is listed on the Cisco the the titler HEX.
These consolidated interin financial statements have been presence with AS 34 Interim Financial Reporting, They do not 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 2024.
For a more detailed description of accounting principle statements for 2024, available on the Company's website www.heagor.com/investors
The accounting principles used in the preparation accounts are the same as those applied to the consolidated financial statements for 2024.
The Group has not early-adopted any other standard, interpretation or amendment that has been issued but is not yet effective.
These condensed consolidated interim financial statements were approved by the Board of Directors on 14 May 2025.
Note 2: Estimates
The preparation of the interim accounts entails the use of asumptions that affect the application of the accounting policies and the amounts recognized as assets and liablities, income, and expenses 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 2024.
Note 3: Business segment data
| (NOK 1000) | @1 2025 | Q1 2024 | FY 2024 |
|---|---|---|---|
| Unaudited | Unaudited | Audited | |
| Hexagon Agility | |||
| Sale of cylinders, systems, and equipment (at point in time) | 867 784 | 756 420 | 4 213 741 |
| Sale of systems, services, and funded development (transferred over time) | 0 | O | |
| Sales of cylinders, systems, and equipment to group- and associated companies | 20 520 | 143 374 | 483 192 |
| Other operating income | 113 | 13 292 | |
| Total revenue from contracts with customers | 888 416 | 899 793 | 4 710 225 |
| Rental income | 2 492 | 1 419 | 5 315 |
| Total revenue and other operating income | 890 908 | 901 212 | 4 715 540 |
| Segment operating profit before depreciation (EBITDA) | 49 074 | 64 605 | 662 408 |
| Segment operating profit (EBIT) | - 13 650 | 13 576 | 425 193 |
| Segment assets | 4 703 222 | 4 385 011 | 5 267 822 |
| Segment liabilities | 1 876 945 | 1669 397 | 2 177 720 |
| Hexagon Digital Wave | |||
|---|---|---|---|
| Sale of cylinders, systems, and equipment (at point in time) | 21 019 | 40 350 | 168 252 |
| Sale of systems, services, and funded development (transferred over time) | 0 | ||
| Sales of cylinders, systems, and equipment to group- and associated companies | 796 | 976 | 9 135 |
| Other operating income | 304 | 322 | 1 628 |
| Total revenue and other operating income | 22 120 | 41 648 | 179 015 |
| Rental income | 75 | 0 | |
| Total revenue | 22 194 | 41 648 | 179 015 |
| Segment operating profit before depreciation (EBITDA) | - 9 317 | - 944 | 14 059 |
| Segment operating profit (EBIT) | - 12 748 | - 3 480 | - 416 |
| Segment assets | 131 760 | 138 769 | 159 752 |
| Segment liabilities | 78 057 | 73 369 | 88 767 |
Following the sale of Heragon Ragason to Worthington Bune 2024, the Group consists of Hexagon Digital Wave as operating segments. Heagon Ragasco financials are presented as discontinued operations in note 13 for further information related to the sale of Hexagon Ragasco.
Note 4: Other financial items (net)
| (NOK 1000) | Q1 2025 | Q1 2024 | YID 2024 |
|---|---|---|---|
| Interest income | 9 181 | 4 047 | 56 904 |
| Interest expenses | - 35 682 | - 36 063 | - 149 521 |
| Interest expenses on lease liabilities (IFRS 16) | - 9 055 | - 5 824 | - 35 095 |
| Net interest expenses | - 35 555 | - 37 840 | - 127 712 |
| TRS derivative gain/loss | - 54 777 | - 75 264 | - 75 163 |
| Other derivatives gains/losses | - 19 798 | 8 739 | - 62 456 |
| Foreign exchange gains/losses | - 6 595 | - 9 176 | -3 859 |
| Change in fair value of contingent considerations (earn-out re sale of Ragasco)™ | 0 | 71 000 | |
| Other financial expenses/income (net) | - 558 | - 233 | - 1 279 |
| Other financial items (net) | - 117 283 | - 113 773 | - 199 470 |
1) Earn-out of NOK in 2024 elates to NOK 75 million in additional estimated enre-ut payable from Worthington from the milion in addicional estinated earn-out payable to Heagon Ragener. Coupled with estimated entre be sale, to the sale, total earn-out on the sale of Henagon Ragasco ended at NOK 20 million, which was settled and received in March 2025.
Note 5: Tangible assets
| 20725 | 2024 | |||||
|---|---|---|---|---|---|---|
| Property, plant, | Right of use | Property, plant, | Right of use | |||
| (NOK 1000) | and equipment | assets | Total | and equipment | assets | Total |
| Carrying value as of 1 January | 940 874 | 502 214 | 1 443 088 | 947 938 | 365 624 | 13 3 562 |
| Additions continuing operations | 23 785 | 1 452 | 25 237 | 41 540 | 5 273 | 46 813 |
| Additions discont. operations - Hexagon Ragasco | 8 809 | 3 રેજિતે | 12 379 | |||
| Depreciations from continuing operations | - 35 771 | - 16 887 | - 52 659 | - 25 866 | 15 878 | - 41 744 |
| Depreciations from discont. operations - Hexagon Ragasco (note 14) | - 7 992 | - 2 529 | - 10 521 | |||
| Currency translation differences | - 60 822 | - 30 253 | - 91 075 | 42 294 | 16 931 | 59 225 |
| Derecognition from deconsolidation of Hexagon Ragasco (note 13) | ||||||
| Carrying value as of 31 March | 868 066 | 456 526 | 1324 592 | 1 006 723 | 372 991 | 1 379 714 |
Note 6: Intangible assets
| 2025 | 20224 | |||||||
|---|---|---|---|---|---|---|---|---|
| Other | Other | |||||||
| Customer | intangible | Total | Customer | intangible | Total | |||
| (NOK 1000) | Goodwill relationships | assets]) | intangibles | Goodwill relationships | assets1) | intangibles | ||
| Carrying value as of 1 January | 1 338 158 | 253 420 | 334 836 | 1 926 414 | 1232 880 | 252 447 | 300 279 | 1785 606 |
| Additions continuing operations | O | 0 | 17 318 | 17 318 | 2 423 | 2 423 | ||
| Additions discont. operations - Hexagon Ragasco | O | 0 | 0 | 0 | ||||
| Amortizations from continuing operations | O | - 6 872 | - 10 574 | - 17 446 | 0 | - 6 535 | - 9 050 | - 15 585 |
| Amortizations from discont. operations - Hexagon Ragasco (note 14) | 0 | - 83 | - 83 | |||||
| Currency translation differences | - 92 422 | - 17 508 | - 19 833 | 129 764 | 72 223 | 15 365 | 14 249 | 101 837 |
| Derecognition from deconsolidation of Hexagon Ragasco (note 13) | O | 0 | ||||||
| Carrying value as of 31 March | 1 245 735 | 229 040 | 321 747 | 1 796 522 | 1 305 103 | 261 277 | 307 819 | 1 874 199 |
| 1 ( НАСЕ ИЗРАСТАВИСИ СЕ РОДОВОДА ОД ВИДАНИЕ ОДРАНИЯ ДОДЕЛИ ДОД СОДА ОВОДЕ НОВОЕ ПОДЕР |
1) Other intangible assets consist of technology and development, patents and licenses and other rights
Note 7: Lease liabilities
| (NOK 1000) | 20725 | 20224 |
|---|---|---|
| Carrying value as of 1 January | 601 581 | 449 127 |
| New lease liabilities recognized in the period - continuing operations | 1 452 | 5 273 |
| New lease liabilities recognized in the period - discont. operations - Hexagon Ragasco | O | 3 569 |
| Cash payments for the principal portion of the lease liability | - 15 207 | - 14 837 |
| Cash payments for the interest portion of the lease liability | - 9 055 | - 6 463 |
| Interest on lease liabilities - continuing operations | 9 055 | 5 824 |
| Interest on lease liabilities - discontinued operations - Hexagon Ragasco | 638 | |
| Currency translation differences | - 36 238 | 20 798 |
| Derecognition from deconsolidation of Hexagon Ragasco (note 13) | 0 | |
| Carrying value as of 31 March | 551 588 | 463 931 |
Note 8: Other financial liabilities
| Settlements/ | Reclass. from | Reclass from | |||||
|---|---|---|---|---|---|---|---|
| Carrying value | Fair value | Additions | payments | non-current to | liabilities to Carrying value | ||
| (NOK 1000) | 1 January 2025 | adjustment | in the period | in the period | current | assets | 31 March 2025 |
| Cross currency swap (fair value) | 451 737 | - 117 320 | O | O | o | 334 416 | |
| Total non-current other financial liabilities | 451 737 | - 117 320 | 0 | 0 | 0 | 334 416 | |
| Cross currency swap (fair value) | O | O | |||||
| Other current financial liabilities (TRS) | 62 758 | 54 777 | - 137 015 | 19 480 | |||
| Total current other financial liabilities | 62 758 | 74 257 | 0 | - 137 015 | 0 | o |
The tables above and below show the movements of current and non-current other financial liabilities in the period.
| Settlements/ | Reclass. from | Reclass from | |||||
|---|---|---|---|---|---|---|---|
| Carrying value | Fair value | Additions | payments | non-current to | liabilities to Carrying value | ||
| (NOK 1000) | 1 January 2024 | adjustment | in the period | in the period | current | assets | 31 March 2024 |
| Cross currency swap (fair value) | O | O | C | ||||
| Total non-current other financial liabilities | 0 | 0 | 0 | ||||
| Cross currency swap (fair value) | 252 299 | 84 567 | 0 | 336 866 | |||
| Other current financial liabilities (TRS) | 124 609 | 75 264 | C | - 137 015 | 62 858 | ||
| Total current other financial liabilities | 376 909 | 159 830 | 0 | - 137 015 | 399 724 |
Note 9: Interest-bearing liabilities
| 2025 | 2024 | |||||
|---|---|---|---|---|---|---|
| Non-current | Current | Non-current | Current | |||
| (NOK 1000) | bank loans | bank loans | Total 2025 | bank loans | bank loans | Total 2024 |
| Liabilities as of 1 January | 1 091 773 | 201 498 | 1 293 271 | 0 | 1 108 468 | 1108 468 |
| Financing activities with cash settlement: | ||||||
| - New liabilities | 200 000 | O | 200 000 | O | 526 061 | 526 061 |
| - Transaction costs | 0 | 0 | 0 | 0 | 0 | |
| - Repayment of liabilities | 0 | - 201 498 | - 201 498 | 0 | O | 0 |
| Financing activities without cash settlement: | ||||||
| Reclassification 1st year`s instalments | O | O | o | 0 | O | O |
| Reclassifications 11) | O | O | o | O | O | O |
| - Currency translation differences | 0 | O | o | 0 | 0 | 0 |
| - Other transactions without cash settlement | 829 | O | 829 | O | 684 | 684 |
| Liabilities as of 31 March | 1 292 602 | O | 1 292 602 | 0 | 1 635 213 | 1 635 213 |
() Heragon's debt facilities with its bark were de to its less-than-12-morth maturity, classified and presented as current as of 31Mach 2024. On 30 April 2024, Hexagon renewed its debt facilities, and the bans have thus been reclassified and presented as non-current since then.
The pricipal loan financing facility in Heagon Comed blateral facility with DNB Bank and Danske Bank. Following the renewal of the debt facilities on 30 April 2024, the overall size of the committed for NOK 200 million, to NOK 2200 million, comprising a term ban of NOK 100 million, an overdraft facility of NOK 250 million, and a multi-currency revolving credit facility (RCF) of NOK 850 million in the maintension of H years and ble in relation to the term loar and RCF. As of quarter-end, total drawings anounted to NOK 1300 million excluding amortized transaction costs of 7.4 million. Unused credit facilities were NOK 900 million.
All financial covenants related to the financing facility agreement were compliant per quarter-end.
Note 10: Financial instruments
For financial instruments that are recuring 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
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 another in the arrent quarter of 2025. Hexagon Group nas no items defined as level . Set out below is a comparison of the carrying amount and the fair value of financial instruments as of the current balance sheet date and 31 December 2024.
| 31 March 2025 | 31 December 2024 | ||||
|---|---|---|---|---|---|
| (NOK 1000) | Level | Carrying amount | Fair value | Carrying amount | Fair value |
| Financial assets: | |||||
| Interest rate swap | 2 | 16 101 | 16 101 | 26 806 | 26 806 |
| Investment in shares | 3 | 5 974 | 5 974 | 5 981 | 5 981 |
| Convertible bond at fair value | 3 | 162 217 | 162 217 | 177 128 | 177 128 |
| Total return swap (net of margin payments) | 2 | 19 480 | 19 480 | ||
| Other non-current financial assets | 3 | 10 164 | 10 164 | 10 331 | 10 331 |
| Other current financial assets | 3 | 0 | 120 000 | 120 000 | |
| Total financial assets | 213 935 | 213 935 | 340 246 | 340 246 | |
| Financial liabilities: | |||||
| Non-current contingent liabilities | 3 | 1 292 602 | 1 300 000 | 1 091 773 | 1 100 000 |
| Other non-current financial liabilities (cross currency swap) | 2 | 334 416 | 334 416 | 451 737 | 451 737 |
| Current interest-bearing liabilities | 3 | 0 | 0 | 201 498 | 201 498 |
| Total return swap (net of margin payments) | 2 | 0 | 0 | 62 758 | 62 758 |
| Total financial liabilities | 1 627 019 | 1634 416 | 1 807 766 | 1 815 992 |
On 29 June 2023, Hexagon Composites entered into a total exposure to 13 89 872 shares in Hexagon Purus ASA, representing 5% of the total outstanding shares in Hexagon Purus ASA. The total return swaposites financial exposure to any change in the fair value of the underlying 1839 872 shares from the initial 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 -254.5 million, while marging were NOK 24 million, resulting in a net asset classification of NOK 9.5 million of the TRS agreement.
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 of grant, and each participant will at such number of Hexagon shares as coresponds to the number of RSUs allocated to them.
| Priva | ||
|---|---|---|
| Share-based payment programs | (maximum) | RSUs |
| Outstanding 1 January 2025 | 10 106 415 | 433 554 |
| Granted during the year | 6 222 588 | o |
| Instruments exercised | O | |
| Instruments lapsed/cancelled/adjusted | - 6 751 | |
| Outstanding 31 March 2025 | 16 329 003 | 426 803 |
| 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 | NA | NA |
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 1.5 million YTD per 31 March 2015 thairm 16,29,000 and RSUs (426,800) is estimated to NOK 109.8 million per 31 March 2025.
in addition to the above-mentioned institus arrangement to a former executive of the Group which is dependent upon the share price development of Hexagon Purus ASA. The bonus arrangement is convernment options in Heragon Purus ASA for the purpose of calculating quartely fair ralues using the Black-Scholes model. This cash settlement arranses of NOK-0.5 million year to date per 31 March 2025. Remaining unamorized accrual i estimated to NOK 0 million as of 31 March 2025.
Note 12: Investments in associates
| Business | Acquisition / | Ownership | Ownership | Accounting | ||
|---|---|---|---|---|---|---|
| List of associated companies | Country | segment | recognition | 31.03.2024 | 31.03.2025 | method |
| Hexagon Purus ASA | Norway | Other | 20 June 2023 | 38.4% | 38.4% | Equity method |
| Worthington Cylinders Austria GmbH ("SES") | Austria | Other | n/a | 49.0% | Equity method | |
| Cryoshelter BioLNG GmbH ("Cryoshelter") | Austria | Agility | 40.0% | 40.0% | Equity method |
Income statement reconciliation
| Hexagon Purus |
Sustainable Energy Solutions (SES) |
Cryoshelter BioLNG | Total | |||||
|---|---|---|---|---|---|---|---|---|
| (NOK 1000) | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 |
| Share of profit after tax | - 145 836 | - 61 769 | - 8 900 | - 11 721 | - 6 811 | - 166 457 | - 68 580 | |
| PPA amortizations | - 6 224 | - 6 224 | - 677 | - 664 | - 6 901 | - 6 888 | ||
| lmpairment | - 509 000 | - 16 533 | - 525 533 | |||||
| Total profits/losses and other gains/losses from | ||||||||
| investments in associates per 31 March | - 661 060 | - 67 993 | - 8 900 | o | -28 932 | - 7 475 | - 698 892 | - 75 468 |
Balance sheet reconciliation
| Sustainable Energy Hexagon Purus Solutions (SES) |
Cryoshelter BioLNG | llota | ||||||
|---|---|---|---|---|---|---|---|---|
| (NOK 1000) | 2025 | 2024 | 20225 | 2024 | 2025 | 2024 | 2025 | 2024 |
| Carrying value as of 1 January | 907 571 | 1 225 107 | 101 505 | 0 | O | 1 009 075 | 1 225 107 | |
| Purchase of shares | 0 | |||||||
| Share capital contributions | O | |||||||
| Reclassification of loans classified as net investment in the | ||||||||
| associate | 145 044 | O | 145 044 | |||||
| Loans classified as net investment in the associate provided in | ||||||||
| the period | 28 533 | 28 533 | 0 | |||||
| Fair value recognition of remaining shareholding | 0 | 0 | ||||||
| Sale of shares | 0 | 0 | ||||||
| Share of profit after tax incl. PPA amortizations | - 152 060 | - 67 993 | - 8 900 | - 12 398 | - 7 475 | - 173 358 | - 75 468 | |
| Share of other comprehensive income | 29 489 | 30 068 | - 29 489 | 30 068 | ||||
| Derecognition following deconsolidation | 0 | |||||||
| lmpairment | 509 000 | - 16 533 | - 525 533 | |||||
| Currency translation effects | 193 | 399 | - 317 | 592 | - 317 | |||
| Carrying value per 31 March | 217 022 | 1 187 182 | 101 505 | 0 | 0 | 137 252 | 309 819 | 1324 434 |
| Fair value (if there is a quoted market) per period end | 220 536 | 664 351 | n/a | n/a | n/a | n/a |
Cryoshelter BioLNG
In addition to its equily intestment in Cychell in Allion made in August 2022, Hexagon has provided the company with hans and convertible laans which as of 31 March 2025 amounted to NOK 38.9 (W5.0) million including accumulated interests. These loans nave ment made in 2024 with effect rom 1 lanuary 2024, been considered in substance in the associate. Consequently, the loan balance as of 31 March 2024 of NOK 450 million has been recassfied from being a separate financia assetin last year f irst quarter report to being casified and accounted for a a net investment in the associate. Laans povided in 2025 have been recognized as increased net investments in the associate.
On 3 December 2024, Hexagon performent test of its net in Cryoshelter BioLNG which resulted in an impairnent of NOK2438 million and an adjusted carrying value of zero. As per 31 March 2025, Hexagon has recognized an impairnent equal to NOK 16.5 million in the first quarer of 2025. Cycheler BioLNG is not a listed company, impling that has not directly observation the Company has not been marketed for alle, and hence - there are indications and or estmates from other externine the fair iale of the Company as of 31 March 2025, Crysheler BioLNG does not have any order backga, and it i uncertain whether the Company will generate revers two years and in the longer term. The Company has incurred accumulated losses over the past the past the past the past the of approximately NOK - 180 million and the equity vas negative of NOK - 220 million as of 31 March 2025. Consequently, to continue as a going concern - the Company is dependent upon additional funding, Given of the Company as of 31 March 2225, coupled with the prevailing uncertainty related to the market outlok and the regulator environment (especially in Europe) and product offering, Heagon has concluded to impari is investment in Crosheter to zeo a of 31 March December 2025.
Key estimation uncertainly reated to Crysheler to be the equatory development in the EU. Should the regulatory development in the EU (virich is currently not supporting LNG as a clean-fuel due to the focus on talippe-emisions only turn in favor of LNG and Bio-LNG a an alternative dean-fuel, it is considered nuch more likely that European tuck OEMs will invest in the technology at see croshelter Bo - ING's business could become significanly stronger. Athough it is posible that egylatory changes need to occur the heavy-duty nobility and transportation switch away from diesel, Hexagon have chosen to write down the investment in C ryshelter BioLNG to zero until more positive signs and evidence are seen.
Sustainable Energy Solutions (SES)
On 29 May 2024, Heragon acquired 49% of the shares in the SmbH (parent company of the SES business), a leading European suppler of high-pressure gilnders and systems for storage and distribution of compressed natural gases, with production facilities in Austria, Poland and Germany, Following the transaction, Northington Enterprises as seler retaines of SES hold the remaining 2%. Based on the substance of the share-purchase ageement and the sharehoders' agreement entered into as a partil over the control over the company, nor will the shareholders have joint control ver the company Consequently, Heragon concluded influence over the company and has accounted for the investment as a associate by use of the equity method. The acquisition of SES was concluded based on an enterprise and milion on a 10% basis, which, after adjusting capital items, transated to an equity value of EUR 20.8 million. HBV investment and of the shares, equating to NOK 16.9 million excluding transaction costs directly associated with the scuisition of the shares and on costs have been capitalized and added to the carring amount of the investment.
In accounting for the acquisition of SES, Hexagon performed a "purchase price allocation (PPA) whereby assess and labilities of the associated ine PPA showed that Hexagor's share in the fair value of identified in ost of the investment, ie, a bargain purchase gain. As the investment would be stated a anount greater than its cost atte the inestment was inmediated tested for impairment. Hevagon concuded that its purchase price represented the recoverable and consequently adjusted the carping anount at the time of initial recognition to the purchase price. As these impacts offset each other, the net impact on the consolidated statement of income is nil.
Hexagon Purus
Folowing loss of control and deconsolidation of Heragon Composites investment in Heragon Composites investment in Heragon Purus has been accounted for as an associated company appling the equity mereby Hexagon accounts for 38.4% of the profits/losses in Hexagon Purus in addition to amortizations of fair valuel PPA adjustments.
During the past two years, Hexagon Purus has experience in its market value. As of 31 March 2025, Hexagon Purus' share, share, translating to a fair ralue of Hexagon Purus of NOK22 million. Corpared to the share price as of the cate of Hexagon's initial fair value recognition of Hexagon Puus as an associated company (29 June 2023) of NOK 9 (2010) 1970) by contraction 9) per companies within the nychogen and battery sector have experienced similar share crice developments in the aderse share price development of Hexagon Purus over the past two years, Hexagon has performed several impairnent tests of its investment in the associated a NOK 702 million impairment to an adjusted carrying amount of NOK 1225 million (equating to NOK 11.5 per share). On 31 December 2024, Helson impairment to an adjusted carrying amount of NOK 5.50 per share). Due to the continued adverse share price in 2025, Hexagon performed another imparment test of its investment as of 31 March 2025 which esulted in a recoverable annunt of NOK 12 pers share), based on the market value of Heragon Purus a of 31 March 2025, and an impairment charge of NOK 509 million.
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 50 million These potential adjustments epresent contingent considerations writch have been and accounted for by using management's best estimates. Based on the EBTDA critier for the contingent 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 (post-closing adjustments), of NOK 987 million.
The sale transaction yielded an accounting gain (before taxes and transaction costs) of NOK 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 | - 7 685 | |
| Fair value of contingent consideration 1) | 50 000 | |
| a) | Total consideration for the shares in Hexagon Ragasco | 986 515 |
| 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 before taxes and transaction cots | 715 347 | |
| Income tax from sale of Hexagon Ragasco | ||
| Transaction costs 2) | - 40 107 | |
| Gain from deconsolidation of Hexagon Ragasco after taxes and transaction costs | 675 240 |
(17th continent consideration was extinated on the may on and media a certain EBTDA target for 2024. The earn-oth was in March 2025 following the frameri of the earn-out, which also yelded another NOK 75 million in earn-out consideration, recognized separately as a financial gain in 2024.
2) Transacion coss included fees to final and legal as cash settements of stare-based payment instruments and boruses to management and employees of Heragon Ragasco of NOK 15.7 million.
Note 14: Discontinued operations
The after tax profit or loss from discontinued operation which was sold to Worthington Enterprises on 3 June 2024. See also note 13 for further information. As Heragon Ragasco repesented a separate major line of beparate segment within the Hexagon Group prior to the sale, the component represents discontinued operations and has thus been presented as such.
The profit on loss from discontinued operations as promin in the tables below. As Hexagon Ragasco was sold on 3 June 2024, the financials for 2024 in the tables below show only Hexagon Ragas up to 3 June 2024. Hence, there are thus no quarterly figures for Hexagon Ragasco in 2025.
| (NOK 1000) | Hexagon Ragasco 2024 | ||
|---|---|---|---|
| Q1 | YTD | FY | |
| Total revenue and other operating income | 143 380 | 143 380 | 263 111 |
| Cost of materials | 49 335 | 49 335 | 98 433 |
| Payroll and social security expenses | 43 019 | 43 019 | 72 007 |
| Other operating expenses | 33 440 | 33 440 | 55 672 |
| Total operating expenses before depreciation | 125 794 | 125 794 | 226 112 |
| Operating profit before depr. and amort. (EBITDA) | 17 586 | 17 586 | 37 000 |
| Depreciation, amortization, and impairment | 10 604 | 10 604 | 17 690 |
| Operating profit (EBIT) | 6 983 | 6 983 | 19 310 |
| Profit/loss from investments in associated companies | 0 | 0 | 0 |
| Other financial items (net) | 2 713 | 2 713 | - 1 096 18 214 |
| Profit/loss before taxes from discontinued operations | 9 696 | 9 696 | |
| Income tax expenses | 2 161 | 2161 | 3 927 |
| Profit/loss after taxes from discontinued operations | 7 535 | 7 535 | 14 286 |
| Gain from sale/deconsolidation before taxes (note 13) | 0 | O | 675 240 |
| Income tax on gain from sale/deconsolidation | 0 | 0 | O |
| Gain from sale/deconsolidation after taxes | 0 | 0 | 675 240 |
| Profit/loss after taxes from disc. operations | |||
| reconciled to the income statement | 7 535 | 7 535 | 689 526 |
There were no significant events after the balance sheet date
Share information
A total of 2,985,022 shares (Q424,03,999 shares) in Heragon Composites A5A were traded on the first quarter of 2025. In the quarter , the share price moved between NOK 996 (NOK 38.0) and NOK 46.05 (NOK 48.0), ending a market captallatation of NOK 4.3 billion (NOK 9.6 billion) (NOK 9.6 billion (NOK 9.6 billion) for he Compa For further investor information, refer to the investor section on www.hexagongroup.com.
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
Forward looking statements
This quarterly report (the "Report") has been Composites ASA ("Hexagon" or the "Company"). The Report has not been registered with, or approved by, any public authority, stock exchange or regulation or varranty (whether express or implied) as the corectress or completeness of the information contained herin, and nei its subsidiaries, directors, employees, or advisors assume any liability connected to the statements set out herein. This Report in any vay. The information included in this Report nay contain certain forward- loving statements elating to the business, finance, and results of the industry in which it operates. Foward-looking statements concern future circumstances and esults and other statements that are not historial of the words "believe", expects", "prodict", "intends", "projects", "plans", "foreses", " "anticipates", "target", and sinilar expressions. The Report, including assumptions, opinons, and rievs of the Company, or cited forn third party sources are solely opinions and forecasts which and other factors that may cause actual events to differ materially from any anticipated development. None of the Company or its advision undertakings or any such person's affiliates, officers or employees provides any assurance hat the assumptions underlying such 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 foreased development its advisors assume no obligation to update any fonward-looking statements or to conform these fonvard-looking statements to the Company's actual resultsed, however, to inform them public disclosures made by the Company, such as flings made with the Oslo Stock Exchange of prepared for information purposes only. This Report does not constitute any oblicitation for any offer to purchase or subscribe and is not an offer or invitation to sell or issue securities for sale in any jurisdiction, including the Report in or into any jurisdicion where such distribution may be unlay to the Report speaks as of 14 May 2025, and there which affect he Company subsequent to the date of this Report. Neither of this Report stall under any creamstance create any inplication that the information contained heein is cored as of any time subsequent to the alteris 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 is subject to Norwegian law, and any dispute arising in respect of this Report is subject to the exclusive joirisdicin of Norwegian courts with Oslo City Court as exclusive venue. By receiving this Report, you accept to be bound by the terms above.
Hexagon Composites ASA Korsegata 4B, 6002 Ålesund, Norway www.hexagongroup.com