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Nel ASA

Quarterly Report Nov 1, 2018

3670_rns_2018-11-01_da250fa0-4de0-43c2-86b5-33f8b21636f7.pdf

Quarterly Report

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Nel ASA

Q3 2018 interim report

Highlights of the quarter

  • Nel ASA (Nel) reported revenues in the third quarter 2018 of NOK 116.0 million, up from NOK 111.7 million in the third quarter 2017:
  • o There was growth in the Fueling and Solutions segment, while the development in Electrolyser was negative compared to the same quarter last year
  • Order backlog amounts to NOK 365 million. The backlog does not include any orders under the Nikola supply contract
  • The quarter is influenced by non-recurring costs
  • Cash balance of NOK 434.1 million (Q3 2017: 252.8)
  • Raised NOK 46.8 million in gross proceeds in a subsequent offering
  • Announced the construction of the world's largest electrolyzer plant at Notodden
  • H2BusEurope selected for proposed award of approximately EUR 40 million
  • Received purchase order for first Power-to-Gas (P2G) project in Australia
  • Invested USD 5 million into Nikola Motor Company ("Nikola") as part of their C-round financing
  • Received a EUR 2 million contract by Uno-X Hydrogen AS to build the two next H2Station® hydrogen fueling stations in Norway
  • Received a EUR 2 million contract by H2 Mobility to build two H2Station® hydrogen fueling stations in Germany
  • Granted NOK 7.5 million in funding for hydrogen fueling stations in Denmark
  • Officially opened new Nel H2Station® factory in Herning, Denmark, with nameplate capacity of 300 H2Stations per year
  • Settlement in legal dispute with PDC Machines Inc.

Subsequent events

• Participation in H2-Consortium Westküste in Germany, being selected as a preferred partner of Alstom

Key figures

KEY FIGURES 2018 2017 2018 2017* 2017*
(Unaudited amounts in NOK million) Q3 Q3 YTD YTD Full year
Operating revenue 116.0 111.7 364.2 186.6 298.4
Total operating expenses 182.2 145.0 499.5 260.2 415.6
EBITDA -53.3 -18.5 -89.7 -53.5 -81.2
Operating loss -66.3 -33.3 -135.4 -73.6 -117.2
Pre-tax loss -67.4 -36.4 -141.8 -79.8 -124.4
Net loss -65.5 -32.6 -134.5 -75.2 -52.4
Net cash flow from operating activities -37.4 -90.9 -97.9 -104.3 -113.0
Cash balance end of period 434.1 252.8 434.1 85.6 295.0

* The figures include Proton OnSite from the acquisition date, 30 June 2017

Financial development

Nel reported revenues in the third quarter 2018 of NOK 116.0 million (Q3 2017: 111.7 million), following growth in the Fueling and Solutions segments, while the development in Electrolyser was negative compared to the same quarter last year, partly due to a few customers experiencing project delays, which delays revenue recognition.

At the end of the third quarter 2018, Nel had an order backlog of NOK 365.3 million. The order backlog does not at this stage include electrolyzers and associated fueling equipment to Nikola as part of its development of a commercial hydrogen station infrastructure in the US for truck and passenger vehicles. Backlog only includes firm purchase orders with agreed price, volume, timing and terms & conditions.

Costs of goods sold increased to NOK 78.1 million (65.8). Wage- and social cost expenses amounted to NOK 42.7 million (44.7) and other operating costs increased to NOK 48.5 million (19.7). The high cost level in the quarter was due to:

• Legal and settlement cost of NOK 19.0 million, following the legal dispute with PDC Machines, Inc. regarding alleged misappropriations of compressor trade secrets.

• Cost overruns related to two specific projects of NOK 7.0 million

• A provision for non-refundable VAT and non-deductible tax, related to transaction costs from acquisitions made in 2014, 2015 and 2017, entailing an increase in other operating cost of NOK 3.4 million

In addition, there was a high level of business development activities and considerable growth initiatives which affected the costs.

The expenses from Nel Korea Inc. Ltd are consolidated from this quarter.

Depreciation was NOK 13.0 million (14.8). The depreciation is mainly related to excess values derived from acquisitions completed in previous years.

Operating loss amounted to NOK -66.3 million (-33.3), while the EBITDA ended at NOK -53.3 million (-18.5)

The non-cash costs for the stock option- and share incentive program, which are included in wages and social costs, were NOK 2.6 million in the quarter and are currently expected at an average of NOK 2-3 million per quarter going forward.

Net financial expenses amounted to NOK 1.1 million of which NOK 1.1 million is related to Nel's ownership in Uno-X Hydrogen AS and Hyon AS.

Pre-tax loss was NOK -67.4 million (-36.4) and the net loss for the quarter was NOK -65.5 million, compared to a loss of NOK -32.6 million in the same quarter last year.

Total assets were NOK 1 908.9 million at the end of the quarter, compared to NOK 1 725.7 million at the end of 2017. Total equity was NOK 1 582.1 million. Thus, the equity ratio was 83 percent.

Net cash flow from operating activities in the third quarter 2018 was NOK -37.4 million, compared to NOK -90.9 million in the same quarter last year. Net cash flow from investing activities was NOK -48.9 million (-24.4), mainly related to the USD 5 million investment into Nikola as part of their C-round financing.

Nel's cash balance at the end of the third quarter was NOK 434.1 million. The company raised NOK 46.8 million in gross proceeds in the subsequent offering following the NOK 281 million private placement in June.

Nel in brief

Nel is a global, dedicated hydrogen company, delivering optimal solutions to produce, store and distribute hydrogen from renewable energy. The company serves industries, energy and gas companies with leading hydrogen technology.

Since its origins in 1927 as part of Norsk Hydro, Nel has a proud history of development and continuous improvement of hydrogen plants.

Our hydrogen solutions cover the value chain from hydrogen production technologies to manufacturing of hydrogen fueling stations, providing all fuel cell electric vehicles with the same fast fueling and long range as conventional vehicles today. The company has three divisions, covering the hydrogen value chain: Nel Hydrogen Electrolyser, Nel Hydrogen Fueling, and Nel Hydrogen Solutions.

Developments

Nel Hydrogen Electrolyser

Production and installation of electrolyzers for hydrogen production.

Nel Hydrogen Electrolyser recorded revenues of NOK 64.1million, down from NOK 83.3 million in the third quarter 2017.

New Notodden plant

In August, Nel announced the construction of the world's largest manufacturing electrolyzer plant, fully automated and able to deliver the Nel alkaline electrolyzers at a game changing cost. The total development will have a name plate capacity of 360 MW/year, approximately ten times the current annual production capacity, and the new facility will accommodate the multi-billion NOK order from Nikola.

The manufacturing plant will be constructed as an extension of the current facility at Notodden, Norway, with total planned investments of around NOK 150 million.

The expansion of the Notodden facility is expected to add 30 to 40 new employees.

During 2018, the Notodden facility was expanded from a production capacity of 25 to 40 MW/year, through debottlenecking and optimizing the existing plant. When fully expanded, optimized and ramped up, the total Notodden facility will be able to deliver up to 360 MW worth of electrolyzers per year at a five-shift operation, representing more than 160 A485 units per year.

P2G project in Australia

Nel received a purchase order for the first Powerto-Gas (P2G) project in Australia from the ATCO Group that will use a Proton® PEM electrolyzer.

This contract is strategically important as it opens up a new P2G market and builds on the P2G experience that Nel has gained in many other parts of the world.

ATCO is developing an industry leading Clean Energy Innovation Hub (CEIH) based at the company's Jandakot Operations facility in Western Australia. The CEIH incorporates the production, storage and use of hydrogen, as well as the commercial application of clean energy in microgrid systems. The CEIH will produce green hydrogen from electrolysis solar energy and inject the hydrogen into the micro-grid system at the Jandakot facility.

Some of the experience gained from this project include optimizing hydrogen storage solutions, blending hydrogen with natural gas and using hydrogen as a direct fuel.

ATCO's CEIH project is supported by the Australian Renewable Energy Agency and will be fully operational during 2019.

Electrolyzer developments

Good progress is being made on R&D on both PEM and alkaline electrolyzers. Successful testing was completed related to the new pressurized alkaline electrolyzer and a cost reduction program specifically targeted for the PEM electrolyzers is expected to have effect towards the end of 2018 and beginning of 2019.

Nel Hydrogen Fueling

Production of hydrogen fueling stations for cars, buses, trucks, forklifts and other applications.

Nel Hydrogen Fueling reports financial figures together with Nel Hydrogen Solutions.

Official opening of new H2Station® factory

Late in the third quarter, Nel announced the official opening of the new Nel H2Station® factory in Herning, Denmark. The state-of-the-art, largescale production facility has an annual capacity of 300 hydrogen stations per year.

With serial production according to lean principles, the large-scale manufacturing plant represents significant improvements in existing production efficiency and capacity. The factory also allows for both CE and UL-certified stations to be manufactured on the same production line, providing assurance of product safety and more cost-effective deployment of hydrogen fueling.

Settlement of legal dispute

Nel agreed to settle the legal dispute with PDC Machines, Inc. (PDC), regarding alleged misappropriations of compressor trade secrets.

Substantial efforts by Nel and its advisors to reach a solution in this dispute have entailed additional legal- and other related costs in the third quarter.

The parties look forward to continuing their joint efforts to provide products and services of the highest quality to customers in the hydrogen industry.

Nel Hydrogen Solutions

Established to utilize market opportunities across the Nel group and offers complete solutions to customers.

Nel Hydrogen Fueling and Solutions recorded revenues of NOK 51.8 million, increase from NOK 28.2 million in the same quarter in 2017, representing a growth of 84%.

Nel Hydrogen Solutions offers efficient system integration, project development and sales across segments, and is a provider of integrated solutions along the value chain: Nel has the technology and experience to efficiently build entire renewable hydrogen fueling networks and offer complete turnkey solutions that meet the growing demand for hydrogen fueling networks.

Utilizing the flexible and modular H2Station® concept enables return on investments for station owners offering fueling for cars, buses, forklifts and/or trucks. In addition to providing turnkey installations, Nel also offers operational and maintenance services for customers.

Nikola

Nel has been awarded a contract for delivery of 448 electrolyzers and associated fueling equipment to Nikola. Under the multi-billion NOK contract, to be gradually ramped up from 2020 through 2025, Nel will deliver up to 1 GW of electrolysis plus fueling equipment. The contract value of these deliverables is currently not included in the reported order backlog, as exact timing and station design per site is still under discussion. The two demo stations are included in the backlog (originally with a value of USD 9 million).

H2BusEurope

The Connecting Europe Facility program (CEF) proposed an award on close to EUR 40 million for the H2BusEurope project.

The H2BusEurope project is developed by Nel and other leading industry partners aiming to deploy 600 fuel cell city buses in selected regions in Europe and establish infrastructure to provide sufficient supply of green hydrogen from Nel H2 stations.

Further details on the project are expected in the coming months.

Grants received in Denmark

Nel was granted NOK 7.5 million in funding through "Brintpuljen" for establishing H2 fueling stations in Sønderborg and Herning, Denmark.

The new station in Sønderborg will help the German and Danish network, whereas the station in Herning will be a showcase station, located right next to the new Nel H2Station® factory.

After delivery of these two stations, Denmark will have 12 H2 fueling stations in operation.

Purchase order in Germany

Nel received a purchase order from H2 Mobility Deutschland GmbH & Co. KG (H2 Mobility) for hydrogen equipment to build two H2Station® fueling stations in Germany.

The purchase order has a total value of approximately EUR 2 million, and the H2Station® fueling stations are planned for installation in Germany medio 2019.

Purchase order in Norway

Nel was awarded a contract by Uno-X Hydrogen AS (Uno-X Hydrogen) to build the next two H2Station® hydrogen fueling stations in Norway.

The purchase order has a value of approximately EUR 2 million and the fueling stations will be delivered during the first and second quarter of 2019.

development plans. It will also will be used to accommodate and prepare for all deliveries to be made under the Nikola contract.

In addition, Nel invested USD 5 million into Nikola as part of their C-round financing. On August 6, 2018, Nikola announced that they had secured USD 100 million investment (pre-money valuation of USD 1.1 billion) in the current C-round and that the process to raise more than USD 200 million was progressing well. Nel's USD 5 million investment is in line with our communicated strategy and further strengthening the partnership and collaboration between Nel and Nikola.

Risks and uncertainty factors

Nel is exposed to risk and uncertainty factors, which may affect some or all of the company's activities. Nel is exposed to financial, market and s operational risk. In addition, there is risk related technology, implementation and execution of current and future products. There are no significant changes in the risks and uncertainty factors detail in our Annual Report for 2017.

Corporate

During the third quarter the subsequent offering following the private placement, that was completed in the second quarter and raised NOK 281 million in gross proceeds, was finalized. The subsequent offering received valid subscriptions for a total of 69.7 million offer shares. Hence, 15 million offer shares were issued at NOK 3.12 per share, raising NOK 46.8 million in gross proceeds. The new registered share capital of Nel is NOK 222 710 276, divided on 1 113 551 382 shares.

The proceeds raised through the private placement and subsequent offering will be used primarily to fund the expansion of the production facility at Notodden. The funds will contribute to continue our ambitious technology and product

Outlook

Nel has a strong position within the hydrogen industry as a pure play company positioned to play an important role in a fast-growing market. Nel offers the complete range of electrolyzers, as well as state- of-the-art fueling stations for all types of fuel cell electric vehicles, and targets to maintain this unique position within the industry.

Further, Nel intends to position itself to address the expected growth in our markets.

Nel aims to capitalize on the emerging opportunities within power-to-X and hydrogen fueling, targeting continued technology

leadership, global presence, cost leadership, and preferred-partner status for industry participants.

Key areas of focus include:

  • Ongoing growth initiatives and focus on long term high value orders will have a negative impact on Nel's ability to deliver positive EBITDA in the short term
  • Initiated x10 factory expansion at Notodden to support deliveries to Nikola and other customers

  • Nel continues to explore further market penetration strategies in China

  • Build-up of Nel in South Korea in response to positive market developments
  • Ongoing collaboration on H2Bus Europe for a large-scale hydrogen bus rollout
  • Nel is preferred supplier for hydrogen train opportunity in Germany
  • Significant tender activities for larger projects for electrolyzers and H2Stations

Oslo, 31 October 2018 The Board of Directors

Ole Enger Hanne Skaarberg Holen Beatriz Malo de Molina
Board member Chair Board member
(Sign) (Sign) (Sign)
Mogens Filtenborg Finn Jebsen Jon André Løkke
Board member Board member CEO
(Sign) (Sign) (Sign)

Condensed interim financial statements

Statement of comprehensive income (unaudited)

PROFIT & LOSS Note 2018 2017 2018 2017 2017
(amounts in NOK thousands) Q3 Q3 Q1-Q3 Q1-Q3 Full year
Operating Income
Sales income 113 662 107 395 351 697 178 020 286 365
Other operating income 2 288 4 329 12 477 8 555 12 061
Total operating income 4,6 115 951 111 724 364 174 186 575 298 426
Operating expenses
Cost of goods sold 78 148 65 848 219 377 108 475 163 638
Wages and social costs 42 668 44 665 128 310 83 504 130 021
Depreciation 12 959 14 842 45 689 20 150 35 968
Other operating costs 48 460 19 674 106 168 48 078 85 961
Total operating expenses 182 235 145 029 499 545 260 208 415 588
Operating loss -66 284 -33 306 -135 370 -73 633 -117 162
Financial income 1 038 1 284 2 874 3 721 6 973
Financial expenses 1 030 1 711 5 363 5 686 7 183
Share of loss from associates and joint ventures 1 074 2 653 3 894 4 232 7 074
Net financial items -1 066 -3 080 -6 384 -6 197 -7 284
Pre-tax loss -67 350 -36 386 -141 754 -79 830 -124 447
Tax expense (income) -1 855 -3 802 -7 308 -4 650 -72 000
NET LOSS -65 496 -32 584 -134 446 -75 180 -52 447
Items that may subsequently be reclassified to profit or loss
Currency translation differences -946 10 129 -17 658 10 806 18 237
TOTAL COMPREHENSIVE INCOME -66 442 -22 455 -152 104 -64 374 -34 210
Basic EPS (figures in NOK) -0.061 -0.036 -0.130 -0.095 -0.063
Diluted EPS (figures in NOK) -0.060 -0.036 -0.128 -0.095 -0.061

Statement of financial position (unaudited)

BALANCE SHEET Note 2018 2017
(amounts in NOK thousands) Q3 Year end
ASSETS
NON-CURRENT ASSETS
Intangible assets
Technology 346 996 338 510
Customer relationship 69 184 78 329
Customer contracts 0 9 575
Goodwill 5 579 948 591 735
Total intangible assets 996 127 1 018 150
Tangible fixed assets
Land, buildings and real estate 84 401 79 654
Fixtures and fittings, tools, etc. 26 256 16 544
Total tangible fixed assets 110 657 96 198
Financial fixed assets
Investments in associates and joint ventures 17 580 16 865
Other financial fixed assets 52 230 10 161
Total financial fixed assets 69 810 27 026
Total non-current assets 1 176 594 1 141 374
CURRENT ASSETS
Inventories 141 295 138 723
Trade receivables 68 005 96 791
Other receivables 88 875 53 768
Cash and cash equivalents 434 121 295 000
Total current assets 732 295 584 282
TOTAL ASSETS 1 908 889 1 725 656
EQUITY AND LIABILITIES
Equity
Share capital 222 710 199 743
Share premium reserve 1 585 864 1 289 233
Other paid-in capital 27 942 19 188
Treasury shares -281 -4 405
Retained earnings -254 095 -94 373
Total equity 1 582 141 1 409 387
NON-CURRENT LIABILITIES
Deferred tax liability 60 469 68 273
Other long-term liabilities 52 516 34 123
Total other long-term liabilities 112 985 102 395
CURRENT LIABILITIES
Accounts payable 71 922 64 857
Social security, VAT etc. payable 1 707 3 060
Other current liabilities 140 134 145 957
Total current liabilities 213 764 213 874
Total liabilities 326 749 316 269
TOTAL EQUITY AND LIABILITIES 1 908 889 1 725 656

Statement of changes in equity (unaudited)

STATEMENT OF CHANGES IN EQUITY
(amounts/numbers in NOK
Number Share Share Other Treasury Curr. conv. Other Total
thousands/thousands) of shares capital premium reserves shares effects equity equity
As of 31.12.2015 680 601 136 120 601 710 1 200 0 20 220 -28 242 731 008
Net loss 2016 -55 829 -55 829
Currency translation differences -19 617 -19 617
Capital increases 2016 3 077 616 6 503 7 119
Options and share program 9 916 9 916
Treasury shares -1 377 -1 377
As of 31.12.2016 683 678 136 736 608 213 11 116 -1 377 603 -84 071 671 219
Net loss 2017 -52 447 -52 447
Currency translation differences 18 237 18 237
Capital increases 2017 315 037 63 007 681 020 744 027
Acquisition Proton OnSite 17 049 17 049
Options and share program 8 072 9 213 17 285
Treasury shares -3 028 -3 028
Other changes -2 957 -2 957
As of 31.12.2017 998 715 199 743 1 289 233 19 188 -4 405 18 840 -113 213 1 409 387
Opening balance adjustment - IFRS 15
adoption
-3 037 -3 037
Net loss 2018 -134 446 -134 446
Capital increases 2018 114 836 22 967 296 631 319 598
Currency translation differences -17 658 -17 658
Options and share program 8 753 4 124 -4 124 8 753
Other changes -456 -456
As of 30.09.2018 1 113 551 222 710 1 585 864 27 942 -281 1 182 -255 916 1 581 501

Statement of cash flow (unaudited)

CASH FLOW STATEMENT Note
2018
2017 2018 2017 2017
(amounts in NOK thousands) Q3 Q3 Q1-Q3 Q1-Q3 Full year
Cash flow from operating activities
Pre-tax loss -67 350 -36 386 -141 754 -79 830 -124 447
Interest cost reversed 175 85 406 263 311
Interest income reversed -1 085 -521 -2 317 -2 226 -2 442
Depreciation 12 959 14 842 45 689 20 150 35 968
Change in provisions 1 295 1 424 9 036 17 892 44 002
Change in inventories -6 613 10 937 -2 572 -76 374 -102 457
Change in trade receivables 54 286 -44 898 28 787 -85 096 -61 817
Change in trade payables 3 908 30 821 7 065 62 386 48 067
Change in other short-term receivables and liabilities -34 982 -67 220 -42 282 38 569 49 798
Net cash flow from operating activities -37 408 -90 916 -97 942 -104 266 -113 018
Cash flow from investment activities
Acquisitions of fixed assets -13 219 -15 591 -56 530 -42 768 -71 898
Cash outflow investments in other financial assets -42 131 0 -42 131 0 0
Cash outflow loan given to associates/joint ventures -160 -198 -9 796 -198 -198
Acquisitions of associates/joint ventures 0 -8 624 -1 938 -8 624 -8 624
Acquisitions of subsidiaries -6 722 0 -6 722 -169 220 -169 220
Acquisition of subsidiaries cash balance 13 342 0 13 342 0 30 669
Net cash flow from investing activities -48 891 -24 413 -103 775 -220 810 -219 272
Cash flow from financing activities
Interest paid -175 -85 -406 -263 -311
Interest received 1 085 521 2 317 2 226 2 442
Gross cash flow from share issues 332 259 376 332 259 202 287 428 033
Net cash flow from share issues - not registered -271 590 0 0 0 0
Transaction costs connected to share issues -12 661 -402 -12 661 -14 332 0
Proceeds from new loan 0 0 27 280 0 0
Payment of long-term liabilities -7 221 -669 -7 952 -4 719 -4 719
Net cash flow from financing activities 41 698 -259 340 838 185 199 401 823
Net change in cash and cash equivalents -44 602 -115 588 139 122 -139 877 69 533
Cash and cash equivalents beginning of period 478 723 368 349 295 000 225 467 225 497
Cash and cash equivalents 434 121 252 761 434 121 85 590 295 000

Notes to the interim financial statements

Note 1 Organization and basis for preparation

Corporate information

Nel ASA (Nel) is a global, dedicated hydrogen company, delivering optimal solutions to produce, store and distribute hydrogen from renewable energy. The group serves industry, energy and gas companies with leading hydrogen technology. Since its origins in 1927, Nel has a proud history of development and continual improvement of hydrogen plants. Our hydrogen solutions cover the value chain from hydrogen production technologies to manufacturing of hydrogen fueling stations, providing all fuel cell electric vehicles (FCEVs) with the same fast fueling and long range as conventional vehicles today. The group has three divisions: Nel Hydrogen Electrolyser, Nel Hydrogen Fueling and Nel Hydrogen Solutions.

Nel ASA (org. no 979 938 799) was formed in 1998 and is a Norwegian public limited company listed on the Oslo Stock Exchange. The group's head office is in Karenslyst allé 20, N-0278 Oslo, Norway. The condensed interim consolidated financial statements were authorized for issue by the Board of Directors on 31 October 2018.

Basis for preparation

The financial information is prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" ("IAS 34"). This financial information should be read together with the annual report for the year ended 31 December 2017 prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the EU.

The accounting policies used and the presentation of the interim financial statements are consistent with those used in the latest annual report, except for revenue recognition. IFRS 15, "Revenue from contracts with customer" is adopted from 1 January 2018. The effect of the implementation and a description of the accounting policy is described in detail in note 6.

Except for IFRS 15, no new significant accounting policies have been adopted in the period.

Note 2 Going concern

The financial statement is presented on the going concern assumption under International Financial Reporting Standards as adopted by the EU.

As per the date of this report the group has sufficient working capital for its planned business activities over the next twelve-month period.

Note 3 Significant estimates, judgements and assumptions

The preparation of the interim financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets, liabilities and disclosure of contingent liabilities at the date of the interim financial statements. If in the future such estimates and assumptions, which are based on management's best judgment at the date of the interim financial statements, deviate from the actual circumstances, the original estimates and assumptions will be modified as appropriate in the period in which the circumstances change.

In the process of applying the group's accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognized in the condensed interim financial statements:

  • Impairment of goodwill
  • Share based payments
  • Development expenses

The estimates and underlying assumptions are reviewed on an ongoing basis, considering the current and expected future market conditions. Changes in accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

Refer to the annual report of 2017 for more details related to key judgements, estimates and assumptions.

Note 4 Segments

Nel operates within three business segments, Nel Hydrogen Fueling, Nel Hydrogen Solutions and Nel Hydrogen Electrolyser. Currently the financial figures from the two divisions, Nel Hydrogen Fueling and - Solutions, are reported together as one. Through the subsidiary Nel Hydrogen A/S based in Herning, Denmark, the group offers H2Stations® for fast fueling of fuel cell electric vehicles as well as services in relation to the supply of these stations. Through its subsidiary Nel Hydrogen Electrolyser AS, based in Notodden, Norway, the group offers hydrogen plants based on water electrolysis alkaline technology for use in various industries. Through its subsidiary Proton Energy Systems Inc, USA, that was acquired in 2017, the group offers hydrogen plants based on water electrolysis PEM technology for use in various industries. The identification of segments in the group is made based on the different products the division offers as well as geographical areas the divisions operate in.

The executive management group is the chief operating decision maker (CODM) and monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment.

Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the consolidated financial statements.

Transfer prices between operating segments are on an arm's length basis in a manner similar to transactions with third parties.

Fueling and
Solutions
Electrolyser Other/
elimination*
Total
2018 2017 2017 2018 2017 2017 2018 2017 2017 2018 2017 2017
(amounts in NOK million) Q3 Q3 Q3 Q3 Q3 Q3 Q3 Q3
Operating revenue 51.8 28.2 101.3 64.1 83.3 196.8 0.1 0.2 0.3 116.0 111.7 298.4
Operating cost 89.1 37.1 144.9 73.7 87.7 203.9 19.4 20.2 66.7 182.2 145.0 415.6
Operating profit (loss) -37.3 -8.9 -43.6 -9.7 -4.3 -7.2 -19.3 -20.1 -66.4 -66.3 -33.3 -117.2
Net financial items -1.3 -0.9 -6.4 -0.7 0.4 0.4 .0.9 -2.6 -1.3 -1.1 -3.1 -7.3
Pre-tax profit (loss) -38.6 -9.8 -50.0 -10.4 -3.9 -6.7 -18.4 -22.6 -67.7 -67.4 -36.4 -124.4
Total assets 298.6 199.8 232.2 322.8 243.4 310.2 1287.4 1037.1 1183.3 1908.9 1480.3 1725.7
Total liabilities 259.6 127.1 142.8 254.9 183.1 226.5 -187.7 63.0 -53.0 326.7 373.2 316.3

* Other/elimination comprises excess values on intangible assets and related depreciation and tax expense (income) derived from the consolidation of the financial statements not allocated to the business segments. In addition, it comprises parent company costs and elimination of intercompany transactions and balances.

Note 5 Goodwill

The table below shows the movements in goodwill during 2017 and through the third quarter of 2018.

(amounts in NOK million) 2018 Q3 2017 Full year
Goodwill as of 01.01 591.7 317.6
Acquisition of Proton Onsite in 2017 - 257.7
Currency translation differences -11.8 16.4
Goodwill as of 30.09.2018/31.12.2017 579.9 591.7

Note 6 Adoption of IFRS 15 "Revenue from contracts with customers"

IFRS 15 Revenue from contracts with customers, is effective from January 1, 2018. Revenue recognition is determined on a contract to contract basis by determining the terms and performance obligations given in a specific contract. Based on the specific contract and its obligations, revenue under IFRS 15 is either recognized on a point in time measurement basis or on a progress based measurement basis. In addition, the group recognizes revenue from public grants. Refer to the annual report of 2017 for details regarding grants and revenue recognition.

Revenue recognized on a point in time measurement basis:

The group recognizes revenue at the point in time at which it satisfies a performance obligation by transferring the control of a good or service to the customer. The customer has control of a good or service when it has the ability to direct the use of and obtain substantially all of the remaining benefits from the good or service. The point in time measurement basis is the main method of recognizing revenue in Electrolyser US division and aftermarket segment in the Electrolyser Norway division.

Revenue recognized on a progress based measurement basis:

In determining whether revenue from a specific contract can be recognized using a progress based measurement several criteria has to be evaluated. The first criterion is related to alternate use. For example, building a specialized asset that only the customer can use or building an asset to customer order. If it would require significant cost to change/modify the assets to be able to transfer it to another customer, then the contract would likely meet the criteria of alternate use.

Another important criterion is if an enforceable right to payment exists in the contract between the group and the customer. Right to payment entails that the group has a right to receive payment from the customer if the contract would be cancelled. Upon termination at a certain time, the group should be able to recover costs incurred and also a reasonable margin. Other factors to evaluate in the contract include payment terms, payment schedules, contractual terms and legislation or legal precedence.

If the appropriate criteria are fulfilled, contract revenues will be recognized using a progress based measurement. The group uses the percentage of completion method to recognize revenue and costs. Completion is measured by physical measurement of progress, or if more appropriate, accrued costs. Revenue is recognized according to degree of completion.

In the period when it is identified that a project will give a negative result, the estimated loss on the contract will be recognized in its entirety.

As of the balance sheet date, the cumulative costs incurred plus recognized profit (less recognized loss) on each contract is compared against the progress billings. Where the cumulative costs incurred plus the recognized profits (less recognized losses) exceed progress billings, the balance is presented as due from customers on construction contracts within "trade and other receivables". Where progress billings exceed the cumulative costs incurred plus recognized profits (less recognized losses), the balance is presented as due to customers on construction contracts within "trade and other payables". Progress billings not yet paid by customers and retentions by customers are included within "trade and other receivables". Advances received are included within "trade and other payables".

The progress based measurement of revenue is the main method of recognizing revenue from newbuild projects in the group.

2018 2018 2018 2018
(amounts in NOK million) Q1 Q2 Q3 YTD
Revenue from construction contracts (progress based) 42.4 37.4 60.7 140.3
Revenue recognized at point in time 68.5 80.9 48.7 198.0
Public grants 1.6 17.6 6.6 25.8
Total 112.5 135.8 116.0 364.2

Specification of revenues in 2018:

Implementation effect of IFRS 15:

There is an opening balance adjustment to equity from reversal of previously recognized revenue due to the adoption of IFRS 15. The effect to the opening equity balance is NOK 3.0 million. The adjustment is related to the Norwegian part of Nel Hydrogen Electrolyser division and in specific the service/aftermarket projects. Revenue from this division was in 2017 and previous periods recognized on a progress based measurement but has now changed to a point in time measurement basis.

During the third quarter in 2018, zero revenue was recognized due to the IFRS adoption. For 2018 year to date, NOK 2.6 million of the restatement of NOK 3.0 million has been recognized. The related aftermarket projects have been deemed to be delivered to the customer since the control of the products have been transferred from the company to the customer during 2018.

Alternative Performance Measures

Nel discloses alternative performance measures (APMs) in addition to those normally required by IFRS. This is based on the group's experience that APMs are frequently used by analysts, investors and other parties for supplemental information.

The purpose of APMs is to provide an enhanced insight into the operations, financing and future prospect of the group. Management also uses these measures internally to drive performance in terms of long-term target setting. APMs are adjusted IFRS measures that are defined, calculated and used in a consistent and transparent manner over the years and across the group where relevant.

Financial APMs should not be considered as a substitute for measures of performance in accordance with the IFRS.

Definition of alternative performance measures used by the group for enhanced financial information

EBITDA: is defined as earnings before interest, tax and depreciation and corresponds to operating profit/(loss) adjusted for depreciation and impairments.

EBITDA margin: is defined as EBITDA divided by total operating income.

EBIT: is defined as earnings before interest and tax and corresponds to operating profit/(loss).

EBIT margin: is defined as EBIT divided by total operating income.

Equity ratio: is defined as total equity divided by total assets.

Organic growth: is defined as internally generated growth from increased output/revenues in the group were growth from takeovers, acquisitions or mergers is not taken into account.

Order backlog: is defined as firm contracts/ purchase orders received from customers where revenue is yet to be recognized.

Title: Nel ASA

Published date: 01.11.2018

[email protected] +47 23 24 89 50

Karenslyst allé 20, PB 199 Skøyen, 0212 Oslo, Norway

The publication can be downloaded on nelhydrogen.com

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