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Nordic Unmanned ASA
Annual Report • Apr 1, 2022
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Annual Report
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ANNUAL REPORT 2021
01.04.2022
Maritime
The green wave has created a huge demand after unmanned systems and services, that can capture and understand data in a new way. There are increasing regulations when it comes to emissions, and consenquently increasing demand for solutions to assist in emergency situations.
Nordic Unmanned provides a range of services, from emergency preparedness and mobile rapid response teams to long term and largescale deployments.
Current operations include oil spill monitoring preparedness, fishery inspection, emission monitoring and Search & Rescue preparedness for EMSA – the European Maritime Safety Agency.
Logistics
Urgency, convenience, same day delivery and environmental footprint are key drivers within the drone logistics market. The Logistics segment is actively exploring drone solutions with transportation players that can leverage unmanned technology to provide time- and cost-effective solutions that reduce risk and the carbon footprint.
Oil and Gas companies are under pressure to reduce carbon emission in it's day-to-day operations. In this context, unmanned solutions are ideal to replace a significant part of helicopter and seaborn vessel activity between shore and offshore installations - even on long-distance - over the mediumterm. Leveraging on tens of thousands of hours of safe operations of advanced and robust drone systems, Nordic Unmanned aims to take on a global position in this market.
Infrastructure
In the infrastructure space, Nordic Unmanned has offered drones, sensors, software and training for several years to utilities, telecoms, mapping authorities and rail infrastructure companies. The Staaker product team is also developing advanced proprietary solutions for the rail industry, that is expected to provide significant cost advantages to labor and capital intensive maintenance and planning activities.
The company provides data capture through operations, and the visualization of data through processing in our platforms. Nordic Unmanned is experienced in remote sensing technology, such as LiDAR mapping, photogrammetry, multi spectral scanning, hyper spectral inspection, thermal mapping, and general inspection.
Security
The security sector is already a significant user of drone systems, where military and police special operations for years have been utilizing the technology. The need to make the Search and Rescue (SAR) services better for the same cost is ongoing, and unmanned systems brings significant value to security operations. Nordic Unmanned provide innovative systems and services, including training and lifetime support. The company is a European reseller of Lockheed Martin Indago UAS and Textron Aerosonde, and hasa unique in-house experience operating these systems. The business segment also provide highly customized solutions for clients with specific requirements and challenges.
BUSINESS SEGMENTS
OPERATIONAL FOOTPRINT 2021
LETTER FROM CEO
Knut Roar Wiig, CEO of Nordic Unmanned
2021 just passed, and it already seems like ages ago. Since the very first day of 2022, our focus has been the execution of the growth plan. But it is important to remember that 2021 represents another milestone year in Nordic Unmanned's history. We grew our backlog by more than 80% by winning several high-value contracts. We added vital new resources to our organization planned for scalability. And rest assured, we have our 2025 growth target in mind when we build our organization.
There is no doubt that we see a maturation of the rapidly growing drone market. We have benefitted from having close contact with our customers, while they have learned what this industry has to offer.
Let's first talk about our great people:
We started 2021 with around 33 employees, and through the year we have had the pleasure to welcome close to 80 new employees, both through our own recruitment, and through the acquisition of AirRobot and Ecoxy. We continue to build a world-leading organization, and our recently added employees have increased our ability to deliver on our growth targets and are also constantly challenging and improving the way we work.
Now, let's have a look at the development.
As we pre-announced in December, we passed the 10-million-euro mark in revenue. This represents a huge growth figure, and even though we ended lower than what we planned for at the beginning of the year, this is a major milestone for our company and for the European drone industry. Together with our customers, we are constantly learning more about the value created by drones – this is supporting the future path of steep growth.
Investment in technology is key to driving our growth forward.
We have a close relationship with our customers, so we know their demands. The market is maturing alongside our technology, and 2022 will be the year for the commercial introduction for many of our new products, such as the Staaker Railway Drone, Staaker Cargo Drone, the AR 100H and the Nordic Unmanned data platform.
Speaking of 2022, let's have a look at what is ahead
The Staaker Railway Drone still attracts interest from all over the world. Nordic Unmanned Cargo is up and running in 2022 with the newly awarded Equinor contract, which is a fantastic breakthrough for the logistics vertical. Maritime is ready to produce record operational hours this year with more than 25 different large and small drones delivering on 4 separate contracts. Security is awaiting awards for over 200 million euro.
As we are experiencing an ongoing conflict and security challenges at NATOs Eastern borders, we are also increasing our product development and system integrator efforts in the Security segment.
In total, we are awaiting awards on tenders with a value of around 228 million euro. The pipeline for execution in 2022 represents already a growth of almost 200% and its continuing to grow strong. We are on track to deliver on our future targets.
To summarize: 2022 is going to be an extremely exciting and busy year for Nordic Unmanned. We continue to innovate and lead the drone industry forward. We are chasing opportunities every day, and we will not take the foot off the pedal.
Thank you,
Highlights of 2021
OP46/OP1 The award of OP46 and OP1 from EMSA, representing EUR 27 million of the contract backlog.
LUC
Received the European Light UAS Operator Certificate (LUC) issued by the Norwegian Civil Aviation Authority as the first European drone operator with a certificate covering multiple systems
Corporate development
The acquisition of AirRobot and Ecoxy, in addition to the opening of the Nordic Unmanned UK and DK office. The company also created a joint venture company with Finnish Aeromon to create NUAer, a company devoted to deliver emission monitoring services.
Record flight hours
Surpassed over 1400 BVLOS flight hours on Camcopter S-100, doubling the flight hours from 2020.
Railway drone Release of the Staaker Railway Drone, which has gained world-wide attention.
Breakthrough in Logistics Awarded breakthrough offshore logistic contract with Equinor.
Dual operations Dual operations for the first time with the CAMCOPTER S-100 systems
CHIEF PEOPLE OFFICER AT NORDIC UNMANNED EAGER TO BUILD AN ORGANIZATION PREPARED FOR GROWTH
Katrine Meldahl, Chief People Officer of Nordic Unmanned
"What are your main responsibilities within the company?"
My responsibilities are everything that has to do with staff and organization. This ranges from attracting the right employees, hire them and develop them. Attract, develop, retain. With our growth rate, the recruitment of new talent is very important. We are at the same time building the foundation for all HR processes, implementing better system support and building our culture.
Nordic Unmanned sees the importance of a great foundation for our employees and building a great place to work. Therefore, I now became a part of the leadership team and we already have two more HR resources in place to help build the HR foundation and facilitate the continued growth. There is a lot of practical tasks that needs to be done, such as recruitment, ensure a good onboarding, payroll etc, but it also involves the bigger picture; how are we going to organize ourselves, what culture should we cultivate, how do we develop good leaders that will takes us to the next level, how do we attract and develop talent, and much more?
"How many employees are Nordic Unmanned expecting to be in 2022?"
It is likely that we will be over 200 amazing employees!
"So, the recruitment pace hasn't slowed down in 2022?"
Well, we are starting to get the foundations in place needed for the 2022 growth, which is the administration and support functions. But, more recruitment is on its way. The amount of recruitment is determined by the number of assignments and contracts won. If you look at the number of contracts we have won in the past couple of months, there is no doubt there is a need for more operational personnel, such as pilots and technicians.
When you think back to the start of 2021, Nordic Unmanned had 35 employees. Now we are over 130 employees including acquired companies, and with over 100 in Nordic Unmanned alone. The group has around 15 nationalities across all companies.
"What makes Nordic Unmanned so attractive for job seekers?"
First off, we have an enormous advantage being in the drone industry. The industry is still in its early days and employees find it exciting to be part of building an industry for the future.
Secondly, it is the opportunity to be a part of the growth journey. Our business has really taken off in the last couple of years but that doesn't mean that the book is now written. We are in constant development. It's the people who want to be a part of this journey that we want as employees, and it's the same people that will look at us as an attractive place to work.
Lastly, it's key to further build on our workplace culture and to avoid too heavy growth pains. Of course, we want some healthy friction and that is also why diversity in the team is key. Ultimately, we want every employee to feel they can influence our future.
On top of it all, we build and leverage new technology and methods to contribute to a better society through offering solutions that help save the environment, and even save lives.
Board of Directors' Report
Annual Report 2021
Building on years of experience in the emerging unmanned aerial systems industry, Nordic Unmanned delivers high-end products and services related to drones and data capture. The company has established itself as a leading integrator, through strategic partnerships and long-term framework agreements, and is committed to further develop the unmanned industry.
As client needs are evolving, Nordic Unmanned is devoted to provide solutions that safely and cost effectively produce economic benefits and efficiency gains, while minimizing the environmental footprint. The company's adaptability, catered by its experienced and diverse team, is beneficial in any step of the journey all the way from concept and consulting to production and operation.
Nordic Unmanned currently manufactures the Staaker BG and the AirRobot AR100 drone series, in addition to being an owner and operator of Schiebel CAMCOPTER, official reseller of the Lockheed Martin's Indago and Condor drones as well as Textron's Aerosonde system. Highly trained technicians and engineers provide extensive customization for customers' own systems, to suit specific needs.
Nordic Unmanned is certified as an operator with European LUC (Light Unmanned Air System Operator Certificate) by the Norwegian CAA in 2021 as the first Norwegian company and is also ISO 9001:2015 certified.
The company has performed contracts for Bane NOR, Statens Vegvesen, the European Maritime Safety Agency (EMSA), Norwegian Ministry of Defence and UK Ministry of Defence and others.
Nordic Unmanned is split in 4 different business segments: Maritime, Security, Logistics and Infrastructure
In December 2020, the Company became the first listed European drone operator with a quotation on the Euronext Growth trading platform in Oslo.
European leader of unmanned systems and services
Throughout the year, Nordic Unmanned made 1896 flights and generated more than EUR 10m revenue from 1466 flight hours, consulting, system integration and development on behalf of prominent clients.
Importantly, Nordic Unmanned flew record flight hours for EMSA mainly in relation to emission monitoring in European waters. The company has also commercially strengthened its commercial position in this field, with the JV establishment with Finnish Aeromon for sniffer technology services and the acquisition of Trondheim, Norway-based emissions measurement company Ecoxy that is accredited to verify GHG reporting under the EU Emissions Trading System.
The company also acquired Arnsberg, Germany-based drone manufacturer AirRobot, that is an advanced tactical drone producer and systems integrator, which has serviced the German armed forces (Bundeswehr) for more than two decades.
During the year, Nordic Unmanned won additional contract work with the European Maritime Safety Agency (EMSA), including a fixed-wing RPAS (drone) services contract that utilizes the Aerosonde system from US-listed Textron Systems.
At the end of last year, Nordic Unmanned was awarded a contract with Equinor for operations on- and offshore for multipoint cargo deliveries as well as rescue capabilities, inspection services and deployment of subsea unmanned intervention device. The contract demonstrates the oil & gas industry's interest in unmanned services and has brought the company in mature discussions with major players around the world.
Nordic Unmanned has also won important contracts with Bane NOR and the Norwegian and Swedish law enforcement agencies, taking the order backlog up by 80% to EUR 59 million at the end of the year.
The company raised a total of MNOK 218 equity from new and existing shareholders through private placements in March 2021 and September 2021.
Key events 2021
Nordic Unmanned AS is the parent of the Nordic Unmanned Group, which is headquartered in Sandnes in Norway.
Founded in 2005, AirRobot® GmbH & Co. KG ("AirRobot") is a true pioneer in the European drone industry. The company is a long-standing supplier for the Bundeswehr of both drone systems and Maintenance, Repair and Overhaul (MRO) services.
Founded in 2003, Ecoxy AS ("Ecoxy")has particularly focused on NOx measurements, following the introduction of NOx taxes. Ecoxy has so far completed almost 1,200 measurement assignments, and has long-standing relations with environmental authorities in Norway, Sweden, Denmark, including Norwegian NOx Fund as well as shipping companies, engine builders and suppliers of emission reduction services.
The mission of NUAer AS ("NUAer") is to support the acceleration of the green transition in the maritime industry through world-leadership control of marine air pollution. NUAer is the result of the joint venture between the Finnish company Aeromon, one of the global leaders in development of emission monitoring technology. The joint venture company will strengthen Nordic Unmanned's emission monitoring service offering within the maritime and oil and gas industry globally.
Nordic Unmanned UK Ltd. provides Nordic Unmanned with a local base to serve its UK customers and the opportunity to work with other innovative small and medium sized enterprises that are developing new technologies to support the projected high growth of the unmanned aviation sector. The company is strategically located at Cranfield University, known for its aeronautical focus.
Nordic Unmanned DK ApS provides access to important facilities for testing and training of pilots and gives us closer reach to mainland Europe and the customers of the company. The office in Odense provides access to a resourceful cluster.
Group overview
Nordic Unmanned aims to be the leading drone operator in Europe and with global ambitions. The operational priorities are safety, services, and technology development. Unmanned aviation represents an alternative to legacy solutions which reduces time, costs and CO2 emissions, while increasing safety of operations. Drones also enhance data analytics, which facilitates better decision making. The largest revenue segment in the drone industry is expected to be services, where Nordic Unmanned is operating. The Group's overall objectives are to be the preferred solution provider of unmanned systems and services in Europe and to generate profitability and return to its shareholders.
Business strategy
2021 was another breakthrough year for Nordic Unmanned. The listing at Euronext Growth in December 2020 provided the company access to capital markets, that has enabled it to grow the organization from 33 to 123 employees and to invest in revenue-generating assets. The fleet of drone systems includes 3 Schiebel Camcopter systems with a total value of NOK 125 mill. Furthermore, access to capital has enabled the company to lead the consolidation of an emerging European industry. In 2021, Nordic Unmanned acquired AirRobot and Ecoxy, established presence through subsidiaries in UK and Denmark, and established the joint venture NUAer with Aeromon.
Our most mature segments, Maritime and Security, delivered strong growth and healthy profitability. We also experienced high development activities and commercial traction in our emerging segments, Infrastructure and Logistics. In 2021 we invested heavily in the Nordic Unmanned platform, both organically and through M&A. We built up a fleet of large drone systems, but most of all we built an organisation prepared for growth. We established and invested in functions like supply chain, OPS Centre, HR and IT to be able to handle future growth. The overhead cost of 2021 does not reflect the activity level of the year, but represent a platform for future growth.
The balance sheet grew from NOK 165.5 million to NOK 466.1 million, and the orderbook with 87% to EUR 59.6 million.
Nordic Unmanned reported consolidated operating income of NOK 106.0 million in 2021, compared to NOK 66.3 million in 2020, an increase of 60%. The Parent Company reported operating income of NOK 96.6 million in 2021.
The Group had a negative EBITDA of 21.1 million in 2021 (positive NOK 2.6 million in 2020) and negative NOK 23.7 million for the Parent Company. The Covid-19 pandemic continued to have a negative impact on the operations, which lead to extraordinary costs estimated to NOK 7.8 million through the year.
The Group had a net loss of NOK 32.9 million in 2021 (profit of NOK 2.5 million in 2020) and the Parent Company had a net loss of NOK 29.0 million (net loss of NOK 0.7 million in 2020).
Total assets for the Group were NOK 466.1 million in 2021 (NOK 165.5 million in 2020) and NOK 437.5 million (NOK 161.6 million) for the Parent Company.
The Group's total equity increased from NOK 116.4 million in 2020 to NOK 310.0 million in 2021. The Parent Company has a total equity of NOK 300.4 million as of the end of 2021.
The Group's cash and cash equivalents were NOK 55.9 million (NOK 53.3 million in 2020) and the Parent Company had NOK 50.0 million (NOK 53.2 million in 2020) at the end of 2021.
Interest-bearing debt increased from NOK 25.4 million in 2020 to NOK 99.7 million in 2021 for the Group, and from NOK 25.4 million in 2020 to NOK 94.3 million in 2021 for the Parent Company.
Net cash flows for 2021 were positive with NOK 2.6 million for the Group and negative 3.2 million for the Parent Company. Net cash from operations were negative with NOK 43.7 million and NOK 49.6 million for the Group and the Parent Company.
Cash flows from investments for the Group were negative 240.8 million and negative 237.9 million for the Parent Company.
Proceeds from equity issue of NOK 217.9 million contributed to the positive net cash flow of NOK 287.1 million for financing activities.
Financial review
Risk management is based on the principle that risk evaluation is an integral part of all business activities.
Nordic Unmanned has established policies and procedures to manage risk and to face risks and uncertainties in a global marketplace.
The Company's reported results and net assets denominated in foreign currencies are influenced by fluctuations in currency exchange rates and in particular EUR. An increasing part of the Group's revenues and expenses are denominated in foreign currencies, where revenues are exposed to changes in foreign currencies against NOK.
Interest-bearing debts are mainly denominated in EUR. The main strategy for mitigating risks related to volatility in cash flows is to maintain an operational hedge in the composition of the debt.
Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities and net investments in foreign operations.
Nordic Unmanned monitors rolling forecasts of the liquidity reserves and cash and project cash flows in major currencies and estimating the level of liquid assets required.
The Group is exposed to changes in the interest rate level, following the amount of interest-bearing debt and floating interest rate.
Credit risks arise from cash and cash equivalents, deposits with banks as well as credit exposure to commercial customers. The risks arising from receivables are monitored closely. Nordic Unmanneds commercial credit exposure is related to the B2G and B2B segment, where the B2G segment is by far the largest. The credit risk is considered low.
A set of financial covenants are established with its lenders under the loan agreements. The company was in compliance with all covenants as of year-end and as per the date of the report
Financial risk and risk management
The operational focus is always on safety and compliance where safety standards are based on compliance to the regulations and to the internal Safety Management System principles.
In 2021, Nordic Unmanned extended the scope of the ISO 9001-2015 certificate, and the company is now certified by DNV-GL for the operation, maintenance, sales, design, development and production of unmanned systems and sensor technology.
The production at AirRobot achieved AS 9100 during 2021, becoming one of the very few aviation-standard certified drone production facilities in Europe.
Ecoxy is the leading Norwegian provider of accredited emission measurements for the shipping and oil and gas industry. Ecoxy is also accredited to verify GHG reporting under EU ETS.
The company has initiated an ISO 14001 implementation project and expect to be certified within the end of 2022.
Safety and compliance
The Group continues to invest in technology development. The development activities take place in Norway and Germany and a total of 20 people work with product development and product support. The ability to develop new solutions, not yet available elsewhere in the market, is crucial to expand the market size and push the boundaries of where drones can deliver better results than conventional solutions.
Primary focus currently on Development activities are three drone platforms, some with overlapping technologies. 1. New logistics drone platform, to be used in both urban and offshore environments. The drone platform is versatile to enable the addition of various safety features depending on operational environment.
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RailRobot, which is a multistage project, which will enter into operation with select clients to gather client input, while the final product is being completed. This platform combines driving and flying control with remote control from centralized operation support centre and advanced data collection for rail infrastructure clients.
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The new drone platform from AirRobot is the result of 3 years of developments work, based on operational experience from AirRobots fleet of defence deployed drones over the past decade. The platform redefined modularity on a drone, which will make it possible to keep it current with time for many years to come.
In addition to these main projects, the group is continuously testing out new technology for wider applications. Examples of such is better drone communications, both through new and improved radio links, LTE implementation and control of drones via satellites. Further the team has been working on implementing targeting and GPS denied navigation technology as well as more advanced battery systems onto our platforms.
The team is steadily moving towards aviation processes for engineering and manufacturing, with the aim of being able to perform more and more advanced engineering work, even on OEM systems.
Lastly, the Development group is actively working on the Nordic Unmanned new data platform, which will move the company one step closer to the full value chain for our clients. The data platform will be drone agnostics, but will handle everything from acquisition, display, remote monitoring, storage and analytics over time. For Nordic Unmanned clients, this will be the portal to access current and past flights, as well as where processed data can be accessed and further analysed.
Research and development (R&D)
Employees
The number of employees increased from 33 at year end 2020 to 123 in 2021, whereof 32 employed by AirRobot GmbH & Co and 5 employed by Ecoxy AS. The company continues to focus to increase diversity in the team. Over the last year, the % women have increased to 19% in total for the group, and 21% of all leaders are female. In the senior group management team 2 out of 7 is female (29%). In the Board of Directors 2 out of 6 board members are female (33%). Wage conditions are based on responsibility and qualifications regardless of gender. Analysis is made to ensure no gender gap in pay on a regular basis. Nordic Unmanned have more than 15 nationalities represented in the organization.
Employees who are on paid leave due to sickness or parental leave are given full salary compensation during their time-off. The sickness absence has been held low at 2,4%, despite the ongoing Covid pandemic. There has been three cases of long-term sick leave during 2021, whereof two cases are on track to gradually come back to full time position. There has not been reported any major injuries which have caused absence from work. The Group has a pension scheme for all employees, pursuant to the Norwegian laws. AirRobot follow German legislation.
The Board considers the working environment in the Group to be satisfactory. Work Committee (AMU) is established. Two work environment surveys have been made in 2021 and will be done on regular basis going forward. The results from the surveys show high satisfaction. During 2021, there has been done significant work to establish a collective labour agreement. The first union agreement for a drone company is now in place, effective from 1 March 2022.
In 2021 the company built a solid foundation for future growth. All key support functions are now in place and staffed with solid competence in areas as Safety & Security, Operations support, Commercial, Legal, Finance, HR and IT. This has given room to build and implement processes, system support, policies, and routines to make sure the organizationcan continue the high pace growth with quality and control. Going forward the growth in personnel will mainly come on the operational side with more pilots and technicians, and in production.
ESG
776 measurements were done on vessels to assure compliance with the IMO 2020 regulations.
- 51 Search & Rescue (SAR) operations, with a total of 62 hours of SAR-related activity
- 325 environmental flights were done in which:
- 1271 vessels were overflown
- 93 hours of general maritime surveillance
- The emergency response team took part in
- 4 oil spill exercises/drills
- 3 oil spill incidents
- Resulting in 15+ days of oil spill response
- 219 days of fishery control consisting of
- 62 flights
- 26 total hours of overview
Unmanned aviation generally represents an alternative to legacy airborne solutions and can contribute to a significant reduction in CO2 emissions
and safer operation.
However, Nordic Unmanned acknowledge that its operational activities and has a footprint on the environment and aims to minimize the impact
through its ESG policy.
Nordic Unmanned has identified its environmental footprint as follows:
- · Emission of smoke and other polluting gases, contributing to the greenhouse effect.
- · Use of energy, water, natural resources and, in general, manufactured products.
- · Production of waste.
To achieve its target to minimize its footprint, Nordic Unmanned will:
· Conduct research to enhance the efficiency of operations, without increasing environmental impact.
- · Assess different alternatives of travel of people and equipment.
- · Choose suppliers that can showcase a conscious environmental strategy.
- · Communicate the the importance of utilizing technology for the greater good for the environment.
In the Maritime business segment, the company supports clients in reducing their environmental impact and assist authorities in ensuring the compliance of environmental legislation. Through 2021, Nordic Unmanned have made significant environmental contributions:
The global drone market is growing rapidly. Investment firm Radius Capital (October 2021) estimates the aggregate Total Available Market (TAM) opportunity for avionics and services supporting complex UAS operations growing from USD 1.5bn in 2021 to USD 23.0bn in 2029. These figures exclude international military markets, as well as services that are not directly and specifically supporting complex operations. The company is expecting a similar growth development in the European home market, which in several fields of application is leading the industry development.
Nordic Unmanned has secured an orderbook for 2022 of NOK 185 mill, across the four business segments, which represents 70% growth from last year's total.
As communicated in the Q4 report, and considering the current fleet capacity and prospective engagements, the company has a growth ambition of 3 times 2021 revenue for the current year. During 2021, the group has done significant investment, preparing the organization for the future growth.
Since this target was first stated, the war in Ukraine and increased security threat to core European markets bring uncertainties to the outlook of several industries in which the company operates. At the date of this report, however, several governments have increased their defense budgets and are expected to ramp up their investments in surveillance capabilities. Nordic Unmanned is already experiencing an increase in demand for drone solutions, and particularly interest in small UAV's and tactical UAVs. All things considered, longer lead times in some parts of the market are expected to be outweighted by increasing near term opportunities in others.
The company is also preparing to take a leadership position in the long-term development of the market for unmanned aerial services, and continues to evaluate new initiatives to expand the services offering as well as external growth opportunities in both existing and new geographical markets.
Going concern
In the opinion of the Board of Directors, the income statement and balance sheet give a satisfactory representation of the result in 2021 and of the financial position at year end 2021.
In accordance with the Norwegian Accounting Act §3-3a, the board confirms that the financial statements have been prepared under the assumption of going concern.
Outlook
Income statement
| 2021 | 2020 | Note | 2021 | 2020 | |
|---|---|---|---|---|---|
| 95 565 297 | 105 042 129 | 65 320 096 | |||
| 65 131 779 | Revenues | ||||
| 987 442 | 1 005 116 | Other operating income | 987 442 | 1005 116 | |
| 96552739 | 66 136 895 | Total operating income | 13 | 106 029 572 | 66325 212 |
| 26084950 | 30 618 320 | Cost of goods sold | 28 233 803 | 31080455 | |
| -6388982 | -2 845 274 | Change in manufactured assets | 2, 3 | -8927 745 | -2845 274 |
| 53 791 362 | 22 859 244 | Personnel expenses | 2 | 59529 981 | 22855 280 |
| 13 993 550 | 3 063 561 | Depreciation and amortisation expenses | 3 | 20077 371 | 5054805 |
| 46 787 102 | 12 416 257 | Other operating expenses | 2 | 48 247 929 | 12659397 |
| 134 267 983 | 66 112 108 | Total operating expenses | 147 161 339 | 68 804 663 | |
| -37 715 243 | 24 787 | Operating profit (loss) | -41 131 767 | -2479451 | |
| 129392 | -9 514 | Interest income | 129 400 | -9453 | |
| 4721994 | 318 404 | Other financial income | 4 735 703 | 318424 | |
| -1949 107 | -920 218 | Interest expenses | -2026 716 | -920 495 | |
| -1816227 | -412 090 | Other financial expenses | -2 009 597 | -417 562 | |
| 1086053 | -1 023 418 | Netfinancial income and expenses | 828 791 | -1029086 | |
| -36629190 | -998 630 | Income (loss) before tax | -40 302 976 | -3508537 | |
| -7600844 | -267 344 | Income tax | 15 | -7378 315 | -5982386 |
| -29 028 346 | -731 286 | Netincome (loss) | -32 924 661 | 2473849 | |
| Attributable to non-controlling interests | -432 740 | ||||
| Attributable to equity holders of the company | -32 491 921 | 2 473 849 | |||
| 29 028 346 | 731 286 | Retained earnings - Parent company | |||
| 29 028 346 | 731 286 | Total allocated |
Balance sheet
| 2021 | 2020 | Note | 2021 | 2020 | |
|---|---|---|---|---|---|
| ASSETS | |||||
| 18 257 677 | 6020 026 | Development | 3 | 66324848 | 11 974 256 |
| 8 158 473 | 4 707 746 | Concessions, patents and licenses | 3 | 51832057 | 4 707 746 |
| 26 430 798 | 9 795 343 | Deferred tax assets | 15 | 21972568 | 16 091 926 |
| Goodwill | 3 | 21412921 | 814 767 | ||
| 52 846 948 | 20 523 115 | Total intangible fixed assets | 161542395 | 33 288 695 | |
| 89 688 867 | 41 194 968 | Aircraft and spareparts | 3 | 89 688 867 | 41 194 968 |
| 58 082 653 | Assets under construction | 58082653 | |||
| 10 663 932 | 9611 928 | Fixtures and fittings | 3 | 17 918 764 | 9 832 437 |
| 158 435 453 | 50 806 896 | Total tangible assets | 165 690 284 | 51 027 405 | |
| 94 757 436 | 12 428 978 | Investment in subsidiaries | б | ||
| 30000 | 30 000 | Investment in associated companies | б | 30 000 | 30000 |
| Prepayments and financial receivables | 6 400 | ||||
| 94 787 436 | 12 458 978 | Total financial fixed assets | 30 000 | 36400 | |
| 306 069 837 | 83 788 990 | Total fixed assets | 327 262 679 | 84 652 500 | |
| 15 617 390 | 3 185 840 | Inventory | 14 | 19687999 | 6 084 599 |
| 15 617 390 | 3 185 840 | Total inventory | 19687 999 | 6 084 599 | |
| 1 582 037 | 8 170 305 | Accounts receivables | 10 | 4332288 | 8 202 645 |
| 55 949 245 | 13 259 901 | Other short-term receivables | 8,11,12 | 58 897 527 | 13 271041 |
| 8 252 252 | Short term receivable from group companies | 8 | |||
| 65 783 534 | 21 430 206 | Total receivables | 63 229 815 | 21 473 686 | |
| 50 037 245 | 53 225 002 | Cash and cash equivalents | 7 | 55 877 676 | 53 274 068 |
| 50 037 245 | 53 225 002 | Total cash and cash equivalents | 55877676 | 53 274 068 | |
| 131 438 170 | 77 841 047 | Total current assets | 138 795 490 | 80 832 352 | |
| 437 508 007 | 161 630 037 | TO TAL ASSETS | 466 058 169 | 165 484 852 |
Balance sheet
| 2021 | 2020 | EQUITY AND LIABILITIES | Note | 2021 | 2020 |
|---|---|---|---|---|---|
| 26 288 984 | 20 120 032 | Share capital | 4,5 | 26 288 984 | 20120032 |
| -2127 | -2 127 | Treasury stock | 4,5 | -2 127 | -2127 |
| 330 306 616 | 119 603 508 | Share premium | 5 | 330 306 616 | 119 603 508 |
| 356593473 | 139 721 413 | Total contributed capital | 356 593 473 | 139 721 413 | |
| Non-controlling interests | 5 | 9 565 032 | |||
| Other equity | 5 | 27 496 243 | |||
| -56 182 354 | -27 153 404 | Retained earnings | 5 | -56 121 037 | -50819529 |
| -56182354 | -27 153 404 | Total retained eamings | -46 556 005 | -23 323 286 | |
| 300 411 119 | 112 568 009 | Total equity | 310 037 468 | 116 398 127 | |
| 94 257 841 | 25 396 776 | Liabilities to financial institutions | 10 | 99 690 116 | 25 396 776 |
| Deferred tax liabilities | 15 | 8 226 286 | |||
| 3 500 000 | Other long term liabilities | 4 087 532 | |||
| 97 757 841 | 25 396 776 | Total long term liabilities | 112 003 934 | 25 396 776 | |
| 9 761 241 | 14 685 994 | Trade creditors | 11 646 944 | 14 722 252 | |
| 5131555 | 2 271 164 | Public duties payable | 5 710 152 | 2 271 164 | |
| 3 445 000 | Current liabilities to group companies | 8 | |||
| 21001 251 | 6 708 094 | Other current de bt | 26 659 671 | 6696534 | |
| 39339047 | 23 665 252 | Total short tem liabilities | 44 016 767 | 23 689 949 | |
| 137 096 888 | 49 062 028 | Total liabilities | 156 020 701 | 49 086 725 | |
| 437 508 007 | 161 630 037 | TO TAL EQUITY AND LIABILITIES | 466 058 169 | 165 484 852 |
Cash flow statement
| Parent Company 2 021 |
Group 2 021 |
|
|---|---|---|
| Cash flow from operations | ||
| -36 629 190 | Income (loss) before tax | -40 302 976 |
| Taxes paid in the period | ||
| 13 993 550 Depreciation and amortisation expenses | 20 210 041 | |
| 3 969 882 | Changes in inventories | 2 468 567 |
| 1 906 281 | Changes in accounts receivables | 3 195 585 |
| -1 516 011 | Changes in accounts payable | 133 207 |
| -31 322 337 | Other operating cash flow | -29 387 933 |
| -49 597 824 | Net cash from operations | -43 683 509 |
| Cash flow from investments | ||
| -133 398 539 | Purchase of fixed assets | -133 087 733 |
| Purchase of intangible assets | -24 422 841 | |
| -14 031 799 | Capitalized R & D | -18 178 716 |
| -90 438 779 Other investing activities - net | -65 122 153 | |
| -237 869 118 | Net cash from investments | -240 811 444 |
| Cash flow from financing activities | ||
| 75 153 722 Proceeds from new debt (short / long term) | 75 501 972 | |
| -6 292 657 Repayment of debt (short / long term) | -6 292 657 | |
| 215 418 120 Proceeds from equity issue | 217 889 246 | |
| 284 279 184 Net cash from financing activities | 287 098 560 | |
| -3 187 757 Net cash for the period | 2 603 608 | |
| 53 225 002 Cash and cash equivalents at the beginning of the period | 53 274 068 | |
| 50 037 245 Cash and cash equivalents at the end of the period | 55 877 676 |
Note 1 - Accounting principles
The Consolidated financial statements have been prepared in accordance with the Norwegian Accounting Act, and generally accepted accounting principles for small businesses in Norway.
Consolidation principles
Consolidation is done using the acquisition method and begins when control over the subsidiary is obtained. Intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated.
The Consolidated financial statements include the accounts of Nordic Unmanned AS and its wholly owned subsidiaries which were acquired in 2021, Ecoxy AS, AirRobot GmbH & Co KG and AirRobot Beteiligungs GmbH. The subsidiary Nuaer AS, with a controlling interest of 60%, was consolidated into the Group as of 1 September 2021.
The Staaker Company AS was merged with Nordic Unmanned AS with effect of 1 January, 2021. The consolidated financial statement is prepared as if the Group was one entity.
Functional and presentation currency
The financial statements are presented in NOK, which is the Company's functional currency.
Income and expense items are converted to the average exchange rates for the period. Monetary assets and liabilities denominated in foreign currencies are translated to the functional currency exchange rate of the reporting date.
Non-monetary assets that are measured at historical cost in a foreign currency are translated using the exchange rate at the date of transactions.
Revenue streams
Unmanned Aviation Consultancy
The company is supporting customers and partners with know-how and capacity to build the framework to operate drones. The foundation of the service is based on in-house experience. Revenue is recognised over time as the service is provided.
Delivery of drone product portfolio
Proprietary drones and accessories, with third party sensors delivered at at fixed price. These deliveries could include customized modification and reimbursement on an hourly basis and cost-plus materials. Revenue and associated costs are recognised over time.
Progress is determined based on the cost-to-cost method.
Delivery of re-sale products
The company is a reseller of drones, payloads/sensors and software. The price for these products would be a mark-up on acquisition cost. Revenue is recogized when the goods are delivered and have been accepted by customers at their premises.
Operations
The company supports customers with operations providing unmanned drone systems and related services. Operation contracts are based on a fixed daily rate for pilots, technicians and equipment. In addition, payment per flight hour covering the variable flight hours costs. Related services are based on a fixed or flight hourly price. Revenue and associated costs are recognised over time. Progress is determined based on the cost-to-cost method..
Note 1 - Accounting principles
Training and academy
The company offers pilot and maintenance training. Training is priced on a fixed price per course and is often contracted when supplying own or re-seller systems, or they could be a stand-alone and added service to existing customers. The training is often high value type rating certifying course. Revenue is recognized over time as the service is provided.
Maintenance and life cycle support
The company supports customers acquiring drones and re-sale products with maintenance and life cycle support. The prices could be fixed and / or reimbursable fee, where invoicing is based on man-hours and materials used. The company offers long-term maintenance through service agreements. Revenue and associated costs are recognized over time. Progress is determined based on the cost-to-cost method.
Principles applied for estimation and classification of assets and debt
Assets considered to have a long economic useful life are classified as non-current assets. Other assets are classified as current assets. Receivables to be paid within 12 months are classified as current assets. Analog criteria are applied for classification of short-, and long-term debt.
Non-current assets are carried at historical cost, less accumulated depreciation, and impairment losses. Financial liabilities are initially recognized at fair value when the company becomes a party to the contractual provisions of the liability.
Non-current assets are valued at the lowest of acquisition cost and fair value. Short-term debt is valued as received nominal amount at original loan date.
Non-current assets
Non-current assets are depreciated on a straight-line basis over the estimated useful life of the asset beginning when the asset is ready for its intended use.
Intangible assets
Costs which are directly associated with the development of identifiable flight licenses, operational manuals and contracts controlled by the Company and which are estimated to generate economic benefits are recognized as intangible assets. The cost of these developments recognized as assets are amortized over their estimated useful lives. The amortization of these assets commences as each module is completed.
Goodwill
Goodwill is stated to the difference of historic cost at the time of acquisition of the company and actual value of identifiable assets and debt of the company. Amortization of goodwill is charged to the income statement using the straight-line method over estimated lifetime of 5-10 years. Goodwill will be further amortized in case the decrease of value is more than the amortization plan.
Stocks and shares of affiliate companies and subsidiaries
Cost-method is applied to investments in subsidiaries. Other non-current investments and shares in affiliate companies, where the company does not have significant influence are valued at acquisition cost. Investments are carried at cost less impairment. Dividends received and group contributions are recognized under other financial income.
Note 1 - Accounting principles
Receivables
Trade receivables and other receivables are recognized at nominal value, less provisions for doubtful debt. Provisions are based on individual assessment of receivables. Other receivables are subject to unspecified provisions to cover assumed losses.
Inventory
Inventory of spare parts are carried at the lower of acquisition cost and net realizable value. Cost is determined using the first in first out (FIFO) method and comprises direct purchase costs, cost of production, transportation, and manufacturing expenses. Obsolete inventory has been fully recognized as costs of goods sold. Inventory is consumed during maintenance and overhaul of the drone and is expensed when consumed.
Liabilities
Accounts payables are classified as current liabilities if payment is due within the next twelve months. Payables due after the next twelve months are classified as non-current liabilities.
Revenue and cost recognition (matching principle)
Cost is matched to revenue and recognized simultaneously with attributable earnings. Costs that are not directly attributable to revenue are recognized as they incur.
Costs which are directly associated with and related to activities towards new contract backlog and framework contracts are recognized as other short-term receivables and expenses over the contract period.
Income tax
The tax expense for the period comprises current and deferred income tax.
Current tax consists of the expected tax payable on the taxable income for the year and any adjustment to tax payable for previous years.
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amounts of existing assets and liabilities and their respective tax bases, and on unused tax losses and credits carried forward, subject to the initial recognition exemption. The amount of deferred tax is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date. A deferred tax asset is recognized only to the extent that it is probable that future taxable income will be available against which the asset can be utilized.
Share-based remuneration
The Company provides incentives to employees in the form of share options. Each share option allows for the subscription of one share in Nordic Unmanned AS on a future date at a predetermined strike price. Subscribing normally requires continued employment. The value of option agreements awarded to employees are assessed at the time of grant. The options are recognized at the time of vesting. All option agreements in the company shall be settled by share capital distribution.
Cash flow statement
The cash flow statement is prepared using the indirect method. Cash and cash equivalents consist entirely of bank deposits.
Note 2 - Personnel expenses, number of employees, remuneration
| Personnel Expenses | 2071 | 1 |
|---|---|---|
| Salaries | 55 293 815 | 19900 |
| Social Security fees | 8 177 156 | 2 899 |
| Pension expenses | 158 -17 | 781 |
| Other benefits | -10 448 180 | 431 |
| lota | 53791 363 | 27 859 |
| Average full time employees | 65 |
| Remuneration to management | CHO | Boar |
|---|---|---|
| Salary and bonus | 1 657 681 | 1 449 71 |
| Pension scheme payments | 135 137 | |
| Other benefits | 1 040 000 | |
| Total | 2832 818 | 1 449 71 |
CEO is entitled to 12 months' severance payment after the end of the notice period.
The fees to the Board include NOK 752 650 related to 2020, recognized in 2021.
Bonuses
Employees have a bonus agreement that depends on goal achievement according to specific criteria set by the corporate management.
Pension liabilitites
The company is required to have a pension scheme in accordance with the Norwegian law on required occupational pension ("lov om obligatorisk tjenestepensjon"), and the company's pension scheme meets the requirements of that law.
Other benefits
There Company has established stock option shcemes for employees and management. See note 4 more information about these schemes.
Other benefits includes salary expenses of NOK 12 760 697 capitalized against other assets and work in progress.
Other benefits have been restated with NOK 2 845 274 for 2020, related to capitalization against intangible assets. These have been reclassified to "Change in manufactured assets" in the profit and loss statement.
Note 2 - Personnel expenses, number of employees, remuneration
| Personnel Expenses | 2021 | 2020 | |||
|---|---|---|---|---|---|
| Salaries | 60 448 135 | 19 496 620 | |||
| Social Security fees | 9 101 269 | 2 899 341 | |||
| Pension expenses | 922 226 | 28 072 | |||
| Other benefits | -10 940 434 | 431 247 | |||
| Total | 59 531 196 | 22 855 280 | |||
| Average full time employees | 76 | 28 | |||
| Parent | Group | ||||
| Auditors Remuneration | 2021 | 2020 | 2021 | 2020 | |
| Statutory audit | 628 141 | 235 000 | 645 641 | 235 000 | |
| Other services | 667 188 | 532 000 | 667 188 | 532 000 | |
| Total | 1 295 329 | 767 000 | 1 312 829 | 767 000 |
| 2020 | |
|---|---|
| 19 496 620 | |
| 2 899 341 | |
| 28 072 | |
| 431 247 | |
| 22 855 280 |
Note 3 - Fixed assets
| Concessions, patents and licenses | Development | Fixtures and fittings | Aircraft and spareparts | |||
|---|---|---|---|---|---|---|
| Purchase costs 01.01 | 5 881 524 | 6 558 328 | 11 591 229 | 45 775 027 | ||
| Acquisition of assets | 3 880 311 | 14 587 479 | 4 455 433 | 55 853 049 | ||
| Purchase costs 31.12 | 9 761 835 | 21 145 807 | 16 046 662 | 101 628 076 | ||
| Acc. Depreciation and amortization 31.12 | -1 603 362 | -2 888 130 | -5 382 730 | -11 939 209 | ||
| Net booked value 31.12 | 8 158 473 | 18 257 677 | 10 663 932 | 89 688 867 | ||
| Depreciation and amortization in the year | -429 584 | -1 371 099 | -2 545 005 | -9 647 862 | ||
| Economic Life | 5-10 years | 5-10 years | 3-5 years | 5-10 years | ||
| Depreciation and amortization plan | Linear | Linear | Linear | Linear | ||
| Concessions, patents and licenses | Development | Fixtures and fittings | Aircraft and spareparts | Goodwill | ||
| Purchase costs 01.01 | 5 881 524 | 14 084 323 | 11 591 229 | 45 775 027 | 1018459 | |
| Acquisition of assets | 49 303 151 | 58 812 607 | 15 233 731 | 55 853 049 | 22937 416 | |
| Purchase costs 31.12 | 55 184 675 | 72 896 930 | 26 824 960 | 101 628 076 | 23 955 875 | |
| Acc. Depreciation and amortization 31.12 | -3 352 618 | -6 572 082 | -8 906 196 | -11 939 209 | -1454 521 | |
| Net booked value 3 1.12 | 51 832 057 | 66 324 848 | 17 918 764 | 89 688 867 | 22 501 354 | |
| Depreciation and amortization in the year | -2 178 840 | -4 002 319 | -2 997 522 | -9 647 862 | -1250 829 | |
| Economic Life | 5-10 years | 5-10 years | 3-5 years | 5-10 years | 5 years | |
| Depreciation and amortization plan | Linear | Linear | Linear | Linear | Line ar |
| Concessions, patents and licenses | Development | Fixtures and fittings | Alrcraft and spareparts | Goodwill | |
|---|---|---|---|---|---|
| Purchase costs 01.01 | 5 881 524 | 14 084 323 | 11 591 229 | 45 775 027 | 1018459 |
| Acquisition of assets | 49 303 151 | 58 812 607 | 15 233 731 | 55 853 049 | 22937 416 |
| Purchase costs 31.12 | 55 184 675 | 72 896 930 | 26 824 960 | 101 628 076 | 23955 875 |
| Acc. Depreciation and amortization 31.12 | -3 352 618 | -6 572 082 | -8 906 196 | -11 939 209 | -1454 521 |
| Net booked value 31.12 | 51 832 057 | 66 324 848 | 17 918 764 | 89 688 867 | 22 501 354 |
| Depreciation and amortization in the year | -2 178 840 | -4 002 319 | -2 997 522 | -9 647 862 | -1250 829 |
| Economic Life | 5-10 years | 5-10 years | 3-5 years | 5-10 years | 5 years |
| Depreciation and amortization plan | Linear | Linear | Linear | Linear | Line ar |
The comparable numbers for 2020 have been restated for both the parent company and the group for the allocation between Research and development and Concessions, patents and licences with NOK 6 020 026. Additions in 2021 includes self developed intangible and tangibel assets of NOK 6.2 million for the parent company and NOK 8.9 million for the group. The company has capitalized Concessions, patents and licenses regarding operation manuals, flight permits and ISO-certification, where the company has commercial rights to these products. Development costs are only capitalized if the product or process is technically and commercially feasible and the business case shows a positive net present value. Capitalized development mainly includes internal labor costs in addition to materials for the development program. Goodwill additions in 2021 relates to the acquisition of AirRobot® GmbH & Co. KG, Ecoxy AS and NUAer AS.
Aircrafts and spareparts include handcontrollers, payloads, radios and antennas in addition to the air vehichle. Assets under construction include assets that have not yet been fully delivered and accepted by Nordic Unmanned. This mainly relates to the Camcopter® S-100, system 3, and the Textron Aerosonde, system 1, which were fully delivered and accepted during Q1 2022. No depreciation charge were recognized toward these assets during 2021.
Note 4 - Share capital and shareholder information - parent company
The share capital of Nordic Unmanned AS per 31.12 consists of the following classes of shares:
| Number of shares | Par value | Book value | |
|---|---|---|---|
| Ordinary shares | 26 288 984 | 26 288 984 |
The shares have equal voting rights, and equal rights to dividend payments. The largest shareholders at 31 December 2021 were:
| Shareholders | Shares | Owners |
|---|---|---|
| Skaulen AS | 2 481 058 | 9,4 |
| Jelsa Investering AS | 1 986 613 | 7,6 |
| Helgø Investering AS | 1 986 613 | 7,6 |
| Urbanium Gruppen AS | 1 631 690 | 6,2 |
| DZ Privatbank S.A. | 1 212 450 | 4,6 |
| Nordnet Livsforsikring AS | 1 060 991 | 4,0 |
| Petroleum Logistics Consulting AS | 784 326 | 3,0 |
| Clearstream Banking S. A. | 687 774 | 2,6 |
| Skandinaviska Enskilda Banken AB | 610 000 | 2,3 |
| Caceis Bank | 539 494 | 2,1 |
| Subsea to Air AS | 529 493 | 2,0 |
| DnB NOR Bank ASA | 527 356 | 2,0 |
| Algard Holding AS | 514 105 | 2,0 |
| Sonstad AS | 420 119 | 1,6 |
| Equinor Pensjon | 303 500 | 1,2 |
| Sparebanken 1 Markets AS * | 281 690 | 1,1 |
| Other | 10 731 712 | 40,8 |
| Total number of shares | 26 288 984 | 100 |
The Group holds 2 127 treasury shares at a total value of NOK 18 951.
* Shares controlled by CEO.
Share option plan
As part of the Private Placement, the members of the Company's board of directors and management entered into customary lock-up arrangements with the Managers for a duration of 6 months and 12 months, respectively, following the admission to trading on Euronext Growth Oslo.
The Company has established a stock subscription scheme vesting from 2019 until 2021, covering a maximum of 230,000 options, exercisable at NOK 5 per share. 46,000 options vested on 1 October 2020. The Company has established a management option scheme, vesting from 2021 until 2023, covering a maximum of 875,000 options with a weighted average strike price of NOK 11,75. Knut Roar Wiig (CEO) holds 310,000 options under the management option scheme.
The Board of Directors is authorized to increase the Company's share capital in connection with share issues under the incentive program by up to an aggregate nominal value of NOK 580 000. The shareholders' preferential rights pursuant to section 10-4 of the Norwegian Private Limited Liability Companies Act may be set aside under the authorisation.
| I | 11 | |
|---|---|---|
Note 4 - Share capital and shareholder information - parent company
Shares and options directly or indirectly held by members of the Board of Directors, Chief Executive Officer and Executive Management at 31 December 2021:
| Name | Title | Shares | Options |
|---|---|---|---|
| Knut Roar Wiig | Chief Executive Officer | 2 793 625 | 315000 |
| Trond Østerhus | Chief Financial Officer | 27 760 | 100 000 |
| Lars A. Landsnes | Chief Operational Officer | 193 755 | 245 000 |
| Cecilie Drange | Chief Revenue Officer | 50 404 | 10000000 |
| Steffan Lindsø | Chief Technology Officer | 9027 | 50000 |
| Thomas Alexander Ladsten | Chief Legal Officer | 17 249 | 75000 |
| Katrine Meldah | Chief People Officer | 9662 | |
| Board of Directors | |||
| Nils Johan Holte | Chair | 85 282 | |
| Erik Ålgård | Member | 687 286 | |
| Natasha Friis Saxberg | Member | ||
| Jan Henrik Jelsa | Member | 1991 893 | |
| Liv Annike Kverneland | Member | 24 176 | |
| Andreas Christoffer Pay | Member | 1 634 258 | |
| Roald Helgø | Deputy board member | 1 991 893 |
Note 5 - Equity
| Share Capital | Share Premium | Treasury Shares | Retained Earnings | Total | |
|---|---|---|---|---|---|
| Equity 01.01 | 20 120 032 | 119 604 112 | -2 127 | -27 154 008 | 112 568 009 |
| Merger The Staaker Company AS | 376 631 | 376 631 | |||
| Issue of ordinary shares | 5 677 021 | 199 759 334 | 205 436 355 | ||
| Issue of shares to employees | 491 931 | 10 566 539 | 11 058 470 | ||
| Net income (loss) | -29 028 346 | -29 028 346 | |||
| Equity 31.12 | 26 288 984 | 330 306 616 | -2 127 | -56 182 354 | 300 411 119 |
| ﻟﻢ ﺍﻟﺬﺍ ﺍﻟﺘﺎ | |||||||
|---|---|---|---|---|---|---|---|
| Share Capital | Share Premium | Treasury Shares | Retained Earnings | Shareholders Equity | Non-Controlling in terests | Total Equity | |
| Equity 01.01 | 20 120 032 | 119 604 112 | -2 127 | -23 323 890 | 116 398 127 | 116 398 127 | |
| Merger The Staaker Company AS | 376 631 | -376 631 | |||||
| Issue of ordinary shares | 5 677 021 | 199 759 334 | 205 436 355 | 205436355 | |||
| Issue of shares to employees | 491 931 | 10 566 539 | 11 058 470 | 11 058 470 | |||
| Acquisition of NUAer | 9 997 772 | 9 997 772 | |||||
| Net income (loss) | -32 491 921 | -32 491 921 | -432 740 | -32924661 | |||
| (Ther | 71 405 | 71 405 | 71 405 | ||||
| Equity 31.12 | 26 288 984 | 330 306 616 | -2 127 | -56 121 037 | 300 472 436 | 9 565 032 310 037 468 | |
The Staaker Company has been merged with Nordic Unmanned AS with accounting and tax effect from 1 January, 2021.
NUAer AS, Ecoxy AS, Air Robot® GmbH & Co. KG, Air Robot Beteligungs GmbH and Nordic Unmanned UK Ltd. are consolidated as of 1 October, 2021. Nordic Unmanned DK ApS was incorporated 7 December, 2021 and consolidated from this date.
Financial figures for Offshore Salmon AS are as of 31.12.2020.
Note 6 - Subsidiaries and associated companies - Parent Company
| Company | Business Adress Country | Owner- ship |
|
|---|---|---|---|
| AirRobot® GmbH & Co. KG Arnsberg, | Germany | 100 % | |
| AirRobot Beteiligungs GmbH Arnsberg, | Germany | 100 % | |
| Ecoxy AS | Molde | Norway | 100 % |
| NUAer AS | Sandnes | Norway | 60 % |
| Nordic Unmanned UK Ltd. | Birmingham | England | 100 % |
| Nordic Unmanned DK ApS | Odense | Denmark | 100 % |
| Offshore Salmon AS | Sandnes | Norway | 33.33 % |
| Company | Book value | Equity (100 %) | Profit / loss |
|---|---|---|---|
| AirRobot® GmbH & Co. KG | 56 969 641 | - 2 480 000 | - 4 629 000 |
| AirRobot Beteiligungs GmbH | 490 000 | 400 000 | 3 000 |
| Ecoxy AS | 21 428 171 | 4 636 400 | 2 541 000 |
| NUAer AS | 15 816 024 | 23 924 468 | -1 018 849 |
| Nordic Unmanned UK Ltd. | 0 | - 502 000 | - 502 000 |
| Nordic Unmanned DK ApS | 53 600 | 53 600 | O |
| Offshore Salmon AS | 30 000 | 1 418 000 | - 91 000 |
Note 7 - Restricted bank deposits
The restricted bank deposits of NOK 2 852 598 for the parent company and NOK 3 194 916 for the Group relates to employee tax deduction.
Note 8 - Related party transactions and balances
| 2021 | 2020 | |
|---|---|---|
| Short term receivable from group companies - AirRobot | 6 925 796 | O |
| Short term receivable from group companies - NUAer AS | 590 643 | O |
| Short term receivable from group companies - Nordic | 735 813 | O |
| Unmanned UK | ||
| Current liabilities to group companies - AirRobot | 3 445 000 | O |
| Other current debt - Offshore Salmon AS | 0 | 79 294 |
The Staaker company was merged with Nordic Unmanned AS as of 1 January, 2021.
During 2021, the CEO of NUAer AS was employed by Nordic Unmanned AS and provided services to NUAer AS through a service level agreement. AirRobot has provided Nordic Unmanned AS with R&D and production support since the acquisition of the company in Q4 2021.
| 2021 | 2020 | |
|---|---|---|
| Other current debt - NUAer - Aeromond OY | 348 250 | |
| Purchase of consessions, patents and licenses - NUAer - | 24 406 250 | |
| Aeromond OY |
During 2021, NUAer AS purchased Concessions, patents and licenses from the 40 % owner, Aeromon OY, for net proceeds of NOK 25 406 250.
The company has a payment guarantee of NOK 850 000 and NOK 251 250 to Lessors. The guarantees are valid until 31 March 2022 and 31 August 2022.
The company has contractual guarantees totalling NOK 364 416 expiring in 2022.
Note 10 - Borrowings
| 2021 | 2020 | |
|---|---|---|
| Liabilities to financial institutions | 94 257 841 | 25 396 776 |
| Borrowings maturing after 5 years | 0 | 0 |
| Borrowings due within a year | 26 666 667 | 4 500 000 |
| Pledged as security | ||
| Liabilities to financial institutions | 94 257 841 | 25 396 776 |
| Booked value of assets pledged as collateral: | ||
| Fixed assets | 158 435 453 | 50 806 896 |
| Inventory | 15 617 390 | 3 185 840 |
| Accounts receivables | 1 582 137 | 8 170 305 |
| Overdraft facility | 2021 | 2020 |
|---|---|---|
| Overdraft facility | 0 | O |
| Unutilised overdraft facility | 20 000 000 | 20 000 000 |
| Limit overdraft facility | 20 000 000 20 000 000 |
| 2021 | 2020 | |
|---|---|---|
| Liabilities to financial institutions | 99 690 120 | 25 396 776 |
| Borrowings maturing after 5 years | 0 | 0 |
| Borrowings due within a year | 32 098 946 | 4 500 000 |
| Pledged as security | ||
| Liabilities to financial institutions | 99 690 120 | 25 396 776 |
| Booked value of assets pledged as collateral: | ||
| Fixed assets | 158 435 453 | 50 806 896 |
| Inventory | 15 617 390 | 3 185 840 |
| Accounts receivables | 1 582 137 | 8 170 305 |
| Overdraft facility | 2021 | 2020 |
|---|---|---|
| Overdraft facility | 1 236 983 | 0 |
| Unutilised overdraft facility | 21 761 337 | |
| Limit overdraft facility | 22 998 320 20 000 000 |
Note 11 - Expenses paid in advance
The company has expenses which in according to the matching principle is to be dispersed through multiple years.
| Total | 28 190 388 | 549 |
|---|---|---|
| Pre-paid suppliers | 8 533 443 | 3 de |
| Project expense, charged throught the expected lifetime of the projects | 19 656 945 | 154 |
| 2 021 | ||
|---|---|---|
| Project expense, charged throught the expected lifetime of the projects | 19 767 821 | 154 |
| Pre-paid suppliers | 8 910 603 | 3 ਰੇਟ |
| Total | 28 678 424 | 5 49 |
Note 12 - M&A
Parent company
AirRobot
Nordic Unmanned closed the acquisition of 100% of the shares in AirRobot, a leading German drone developer and manufacturer on October 14, 2021. The acquisition secures patented world-leading last-mile unmanned delivery technology and extends the product and customer portfolio as a system integrator.
The transaction was done with a cash consideration of NOK 40 million, share issuance of 205 296 new ordinary shares with a nominal value of NOK 1, at a subscription price of NOK 36.5 and other contingent liabilities fair value assessed to NOK 6,2 million at close. In addition to the consideration, direct acquisition-related costs are capitalized as part of the acquisition.
The purchase price allocation was allocated to intangible assets with NOK 51 million, goodwill with NOK 16.5 million, deferred tax liability with NOK 8.6 million and other net assets with NOK 3 million. The goodwill reflects expected synergies and technical goodwill.
Ecoxy
Nordic Unmanned AS acquired 100% of the shares in Ecoxy AS, the leading Norwegian provider of accredited emission measurements for the shipping and oil and gas industry, at September 21,2021.
The transaction was done with a cash consideration of NOK 9,7 million, share issuance of 123 179 new ordinary shares with a nominal value of NOK 1, at a subscription price of NOK 40.59 and other contingent liabilities fair value assessed to NOK 4,8 million at close. In addition to the consideration, direct acquisition-related costs are capitalized as part of the acquisition.
The purchase price allocation was allocated to intangible assets with NOK 13,3 million, goodwill with NOK 4,5 million and deferred tax liability with NOK 3,6 million and other net assets with NOK 3,1 million. The goodwill reflects expected synergies and technical goodwill.
| 2020 |
|---|
| 0 608 |
| 3 200 |
| 8 808 |
Note 13 - Revenue - Business segment
Parent company
| 2021 | 2020 | |
|---|---|---|
| Maritime | 61 083 125 | 41 686 887 |
| Security | 23 264 566 | 12 135 390 |
| Infrastructure | 10 650 901 | 7 026 324 |
| Logistics | 836 543 | 5 453 276 |
| Other * | 717 604 | - 164 982 |
| Total | 96 552 739 | 66 136 895 |
Group
| 2021 | 2020 | |
|---|---|---|
| Maritime | 65 085 250 | 41 686 887 |
| Security | 29 456 877 | 12 135 390 |
| Infrastructure | 10 650 901 | 7 026 324 |
| Logistics | 836 543 | 5 453 276 |
| Other * | 23 335 | |
| Total | 106 029 571 | 66 325 212 |
Note 14 - Inventory
| Parent company | 2021 | 2020 |
|---|---|---|
| Work in progress and materials | 10 111 714 | 0 |
| Finished goods | 9 405 676 | 3 185 840 |
| Impairments, including obsoleteness | - 3 900 000 | 0 |
| Total | 15 617 390 | 3 185 840 |
| Group | 2021 | 2020 |
| Work in progress and materials | 10 111 714 | 5 898 759 |
| Finished goods | 13 726 285 | 3 185 840 |
| Impairments, including obsoleteness | - 4 150 000 | - 3 000 000 |
| Total | 19 687 999 | 6 084 599 |
Work in progress, materials and finished goods includes consumable spare parts, rotables and products for sale. Rotables are spareparts which have been undertaken for maintenance, repair and overhaul on the company's engines and other related components.
NOK 2,75 million of the impairments, including obsoleteness of inventory in Parent company relates to the merger with the Staaker Company as of 1 January 2021. Additional obsoleteness of NOK 1,15 million was recognized during 2021
Note 15 - Tax
| -7 600 844 | -267 344 |
|---|---|
| -7 600 844 | -267 344 |
| 2021 | 2020 |
| -7 378 315 | -6797 153 |
| -7 378 315 | -6797 153 |
| laxable income | ||
|---|---|---|
| Ordinary result before tax | -36 629 190 | -998 630 |
| Permanent differences | -9 964 599 -11 473 601 | |
| Changes in temporary differences | -11 834 726 | -8643 768 |
| Received intra-group contribution | 3 303 059 | |
| Taxable income | -55 125 456 -21 115 999 |
| 2021 | 2020 Difference | ||
|---|---|---|---|
| Tangible assets | 22 284 848 | 9 300 122 | -12 984 726 |
| Inventory | -3 900 000 | -2 750 000 | 1 150 000 |
| Accounts receivable | -20 000 | -20 000 | |
| Total | 18 364 848 | 6 530 122 -11 834 726 | |
| Accumulated tax loss to be carried forward | -138 504 838 | -83 379 383 | 55 125 455 |
| Not included in the deferred tax calculation | 624 766 | 624 766 | |
| Basis for deferred tax assets | -120 139 990 | -76 224 495 | 43 915 495 |
| Deferred tax assets | -26 430 798 | -16 769 389 | 9661 409 |
Note 15 - Tax continued
| Tangible assets | 22 284 848 | 9 300 122 -12 984 726 | |
|---|---|---|---|
| Inventory | -3 900 000 | -2 750 000 | 1 150 000 |
| Accounts receivable | -20 000 | -20 000 | |
| Total | 18 364 848 | 6 530 122 -11 834 726 | |
| Accumulated tax loss to be carried forward | -138 504 838 | -83 379 383 55 125 455 | |
| Not included in the deferred tax calculation | 624 766 | 624 766 | |
| Basis for deferred tax assets | -120 139 990 | -76 224 495 43 915 495 | |
| Deferred tax assets | -26 430 798 | -16 769 389 | 9661 409 |
Deferred tax liabilities
As part of the purchase price allocation for AirRobot, a German company, the Nordic Unmanned Group recorded a deferred tax liability of NOK 8.6 million in 2021 an amount of NOK 0.4 million was recognized in profit and loss, resulting in a deferred tax liability per 31 December 2021 of NOK 8.2 million. All deferred tax liabilities relate to temporary differences arising from the recognition of intangile and tangible assets.
The Group has NOK 138 504 838 of tax losses to be carried forward. Pursuant to the accounting standards generally accepted in Norway, the deferred tax asset has been recognised as deferred tax assets as of the balance sheet date. The deferred tax asset is included in the balance sheet based on the probability that sufficient taxable profit will be available in the future to allow the deferred asset to be utilised.
| Andreas Christoffer Pay Member of the board Serial number: 9578-5994-4-1645072 IP: 89.8.xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx 2022-03-31 19:34:25 UTC |
-- bank ID | NILS JOHAN HOLTE Chairman of the board Serial number: 9578-5999-4-1292433 IP:78.26.xxxxxxxx 2022-03-31 19:37:16 UTC |
== bank ID |
|---|---|---|---|
| Knut Roar Wiig CEO Serial number: 9578-5994-4-525917 IP: 84.2130000000 2022-03-31 19:38:18 UTC |
at bank ID | Erik Algard Deputy chairman of the board Serial number: 9578-5995-4-1489651 IP: 92.221.000.0000 2022-03-31 19:39:12 UTC |
əsi bank İD |
| Jan Henrik Jelsa Member of the board Serial number: 9578-5999-4-2117241 IP: 51,174,xxxxxxxxxx 2022-03-31 19:40:53 UTC |
== bank ID | Liv Annike Kverneland Member of the board Serial number: 9578-5999-4-2733141 JP: 88.92 xxxxxxxx 2022-03-31 19:49:29 UTC |
== bank ID |
| Natasha Friis Saxberg Member of the board Serial number: PID:9208-2002-2-084106130833 IP: 87.48 xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx 2022-03-31 20:47:58 UTC |
NEM ID A |
KPMG AS Forusparken 2 Postboks 57 4064 Stavanger Telephone +47 45 40 40 63 Fax Internet www.kpmg.no Enterprise 935 174 627 MVA
To the General Meeting of Nordic Unmanned AS
Independent Auditor's Report
Opinion
We have audited the financial statements of Nordic Unmanned AS, which comprise:
- The financial statements of the parent company Nordic Unmanned AS (the Company), which comprise the balance sheet as at 31 December 2021, the income statement and cash flow statement for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and
- The consolidated financial statements of Nordic Unmanned AS and its subsidiaries (the Group), which comprise the balance sheet as at 31 December 2021, the income statement and cash flow statement for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.
In our opinion:
- the financial statements comply with applicable statutory requirements,
- the financial statements give a true and fair view of the financial position of the Company as at 31 December 2021, and its financial performance and its cash flows for the year then ended in accordance with the Norwegian Accounting Act and accounting standards and practices generally accepted in Norway, and
- the financial statements give a true and fair view of the financial position of the Group as at 31 December 2021, and its financial performance and its cash flows for the year then ended in accordance with the Norwegian Accounting Act and accounting standards and practices generally accepted in Norway.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company and the Group as required by laws and regulations and the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Other Information
The Board of Directors and the Managing Director (management) are responsible for the information in the Board of Directors' report. The other information comprises information in the annual report, but does not include the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the information in the Board of Directors' report.
In connection with our audit of the financial statements, our responsibility is to read the Board of Directors' report. The purpose is to consider if there is material inconsistency between the Board of Directors' report and the financial statements or our knowledge obtained in the audit, or whether the Board of Directors' report otherwise appears to be materially misstated. We are required to report if there is a material misstatement in the Board of Directors' report. We have nothing to report in this regard.
| KPMG AS, a Norwegian limited liability company and member firm of the KPMG network of independent member firms affiliated | |||||
|---|---|---|---|---|---|
| with KPMG International Cooperative ("KPMG International"), a Swiss entity. |
| Oslo | Elverum | Mo i Rana | Stord |
|---|---|---|---|
| Alta | Finnsnes | Molde | Straume |
| Arendal | Hamar | Skien | Tromsø |
| Bergen | Haugesund | Sandefiord | Trondheim |
| Bodø | Knarvik | Sandnessjøen | Tynset |
| Drammen | Kristiansand | Stavanger | Alesund |
Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors' report
- is consistent with the financial statements and
- contains the information required by applicable legal requirements.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the Norwegian Accounting Act and accounting standards and practices generally accepted in Norway, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company's and the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern. The financial statements use the going concern basis of accounting insofar as it is not likely that the enterprise will cease operations.
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
- identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error. We design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's or the Group's internal control.
- evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- conclude on the appropriateness of management's use of the going concern basis of accounting, and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company and the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company and the Group to cease to continue as a going concern.
- evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves a true and fair view.
- obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with the Board of Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
Stavanger, 31 March 2022 KPMG AS
Mads Hermansen State Authorised Public Accountant
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Mads Aleksander Hermansen
State Autorised Public Accountant Serial number: 9578-5997-4-280077IP: 80.232.xxx.xxx 2022-03-31 19:12:43 UTC
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