Annual Report • Mar 31, 2023
Annual Report
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Annual report 2022
| Volue in brief | 3 | |
|---|---|---|
| Letter from the CEO | 6 | |
| Board of Directors' report | 10 | |
| Consolidated financial statements | 19 | |
| Parent company financial statements | 57 | |
| Independent auditor's report | 75 | |
| Members of the Board | 78 | |
| Alternative Performance Measures | 82 |
Volue was established in March 2020 as the result of the merger of four companies: Powel, Markedskraft, Scanmatic and Wattsight. Since listing, Likron was acquired in 2020 and ProCom in 2021. Volue transferred listing from Euronext Growth to Oslo Børs in May 2021.
Volue is a market leader in technologies and services that power the green transition. Based on 50 years of experience, Volue provides innovative solutions, systems and insights to industries critical to society. Over 770 employees work with around 2,500 customers across energy, Power Grid, water and infrastructure projects that ensure a sustainable, flexible and robust future. Volue is headquartered in Oslo, Norway and active in 40+ countries.
Volue operates in industry segments that offer critical infrastructure to society, including energy, water supply and infrastructure building. In addition, Volue delivers instrumentation and automation for transport, offshore, maritime
and defence purposes. Volue is operating through three industry segments; Energy, Power Grid and Infrastructure, with eight product lines: Optimisation, Trading, Insight, Market Services, Power Grid, Industrial IoT, Water and Construction.
Volue's digital platforms and innovative solutions support digital water management and the automation of processes and machines for the construction industry. Our software suite, built on deep domain knowledge, enables customers across the clean energy value chain to provide services critical to society flexibly, reliably and efficiently, thereby accelerating the green energy transition.
Purpose We realise the green transition
To build a global technology leader who provides innovative services ciritcal to society, unlocking a cleaner, better and more profitable future
Vision
To develop technology for a sustainable tomorrow
2 500 CUSTOMERS
IN 40+ COUNTRIES
30+ OFFICES IN 8 COUNTRIES
Amounts in NOK million and per cent
| 2022 | 2021 | 2020 | |
|---|---|---|---|
| Operating revenues | 1,217 | 1,039 | 892 |
| Adjusted EBITDA | 203 | 214 | 197 |
| Adjusted EBITDA margin (%) |
17% | 21% | 22% |
| EBITDA | 147 | 138 | 148 |
| Operating profit | 40 | 45 | 82 |
| Ordinary profit for continued operations |
19 | 28 | 60 |
| Operating cash flow | 222 | 138 | 230 |
| NIBD | -426 | -382 | -432 |
| Equity | 809 | 767 | 743 |
| Equity ratio (%) | 43% | 44% | 50% |
2022 was a strong year for Volue. We continued our growth path with operating revenues increasing by 17% and we also reported a 17% adjusted EBITDA. Out of the total revenues, 63% were recurring revenues, accounting for 15% growth.
I am impressed and humbled by what the Volue team has been able to achieve this past year. The pandemic was superseded by the war in Europe which injected unparalleled volatility to the European energy markets. In this period, Volue's efforts remained laser focused at serving our customers while investing in profitable growth, expanding Volue's footprint in Europe and beyond.
Every day our employees rise to the challenge of building technology for a sustainable tomorrow – a technology that has proven more vital than ever by the energy crisis of 2022. The market remains strong and attractive, and we believe that we have created an integrated company scaled for growth that will cement our position as the leading technology provider for the European energy industry, offering products and services along the entire clean energy value chain.
Today, a quarter of all trades on EPEX, the European Power Exchange, are executed on the Volue platform on behalf of our customers. Overall, we have around 2,500 customers, and in 2022 we closed 3,300 deals. These include some great contracts.
We celebrated a breakthrough contract with a
German power major in the Energy segment. The customer has split its business into "Green" and "Brown" power production and chose a crossportfolio platform of capabilities from Volue to digitise the entire value-chain of its renewable portfolio. The contract was signed less than five months after the first point of contact, which demonstrates that our customer-base is moving faster and perhaps becoming less conservative. This puts Volue in pole position for winning marketshares. Recurring revenues and Software-as-a-Service (Saas)-revenues make up 75% of the total contract value, which is a testament to our ongoing SaaS-journey. After conducting a comprehensive market analysis, the customer found Volue to be unmatched in the competitive landscape. Winning this breakthrough contract, brings validation to Volue's ambitions for continental Europe.
We also signed a transformative deal in the Power Grid segment. To meet the expectations of fast and efficient electrification of society, Volue and a major Nordic utility, have signed a strategic contract. Our joint goal is to launch a set of solutions that will enable the utility to digitise the end-to-end process of planning and constructing new grids. These solutions will be modular, targeting a wider European market, deployable across different geographical markets and regulations.
By automating what is today manual work processes and enabling mobile access, the end result is a streamlined workflow and high efficiency improvements for electrical utilities. This will significantly strengthen Volue's offering in Europe.
In our Infrastructure segment, the Construction division reached 1,000 customers, of which 100 were added in 2022. Altogether, the division has grown its customer base in Sweden by more than 130% since 2020, highlighting the progress made in the expansion outside Norway. Infrastructure has made impressive progress in the SaaS transformation and all customers in the segment now has at least one SaaS element in their portfolio.
We are also very excited that our efforts in Japan are paying off in the form of an expanded business in the land of the rising sun.
Climate change poses a major threat to our world, and global warming impacts everyone. In 2022, human behavioural patterns of mobility returned to normal while the war in Ukraine sent shockwaves through the western world and energy markets. With REPowerEU, the European Union is making a push for energy independence from Russia and
moving away from gas as the bridge to renewable energy resources. With it comes stronger incentives to bring more renewables online and optimise utilisation of Power Grids. Both are factors playing into Volue's hand and increasing the need for sophisticated software in the markets we serve.
Only collaboration and dedicated efforts will help us achieve the change we need, and at Volue, we are set to take our part of this shared responsibility. Volue is now presenting its third annual ESG report. Our sustainability efforts are focused on four material topics: Environment, Great Place to Work, Ethical Business Conduct, and Secure Products and Operations.
Volue is continuously working to improve our sustainability efforts and stay transparent. In 2022 we reported according to the updated GRI standards and – for the first time – disclosed our climaterelated risks in line with TCFDs recommendations. We also mapped our eligible and aligned activities in line with the EU Taxonomy, and in 2023 we will work to increase our EU Taxonomy alignment. Please refer to our 2022 ESG report to read more about what we have achieved within each material topic, and the targets we have set to increase our sustainability impacts.
At the core of our value-offering is the Volue platform. We measure success by how the platform is utilised by our customers. Annually, our solutions optimise 480 TWH of power generation and we conduct more than 45 billion automated
calculations in the cloud. Our market insight service for power professionals holds 150,000 price curves, accessed 650 billion times annually. Our sensor platform collects 120 trillion data points from our 4,500 installations.
Looking back at what we have achieved since we were listed in 2020, the number of algo-trades executed on the Volue platform has increased by 76%, from 21 million in 2020 to 37 million in 2022. In addition to our increased European footprint and our presence in Japan, we have acquired two strong competitors and created an integrated organisation scaled for growth. Our operating revenues have increased by 37%, our annual recurring revenues have increased by 34%, and SaaS revenues are up 93%. These are impressive numbers that serve as a testament of trust from our customers.
The numbers also prove that we are bringing more customers on the platform, and that customers keeps growing their activities in the short-term markets. Consequently, Volue's offering is critically embedded in our clients' day-to-day operations – which is at the core of our strategy.
For a century, the power industry has been widely recognised as stable, predictable, and conservative. The current power market volatility represents a paradigm shift. We find ourselves in a world ever more dependent on electricity. As we close coal and nuclear power plants to deliver on our sustainability goals, we rely more and more on new energy sources, such as the largely weather-dependent solar and wind assets. At the same time, gas prices
are skyrocketing as geopolitical challenges lead to a shortage of supply.
In many ways, our end markets are experiencing what we think is the perfect storm. A storm that is projected to last for decades.
In this, we see risks but also tremendous opportunities. To manage the green transition, our customers are asking us for wall-to-wall digitalisation across processes and disciplines – and our customer base is moving quicker than ever before.
In the Energy segment, we've worked to expand our platform into solar, wind, batteries, and more. This is important to our customers, as they continue to operate their existing assets while expanding capacity to new asset types.
Our Power Grid business has ready-made solutions for the European DSOs (Distribution System Operators) in terms of both the digitalisation of grid operations and distributed energy resources (DERs).
By 2030, we will have 200 million small-scale power assets in Europe, from rooftop solar, small wind, small hydro, biomass and geothermal power, to storage capacity in electric vehicles and residential electric water heaters. Volue is building tools that accelerate the integration of DERs in the power system. By forecasting where and when DERs are needed in the grid, we reduce the need for additional grid investment.
Volue is here to deliver services critical to society for a cleaner, better, and more profitable future. We offer an unrivalled landscape of capabilities, allowing our customers to increase performance in a volatile market. Our unique coverage along the energy management value chain puts us in the best position to deliver game-changing services that help our customers increase their top-line, reduce risk, and protect profit margins. In 2022, we invested in growth outside our current home markets, and we will continue to do so in 2023. The Energy segment has expanded from the DACH area and grown a significant position in Iberia and Italy, as well as expanded its business in Japan.
The Power Grid segment has built a strong position in the Nordics. Our ambition is to build on the competence from serving what is probably the strongest grid in Europe and bring it to continental Europe. This ambition has caught tailwind the previous year during the energy crisis as optimisation of current grids can reduce the need for investments in additional infrastructure. Intermittent renewables are built where conditions are favourable, not necessarily where the energy is needed. Conventional energy resources have been built where the energy is needed and grids has followed. Consequently, there is a mismatch between where energy is produced and where it is needed, as plants for gas, coal and nuclear are being phased out. Our Power Grid offering is positioned extremely attractively and we are very excited about the journey ahead.
At the core of our growth strategy is a focus on recurring revenues through Volue's ongoing SaaS transformation. For that very reason we are very proud to have reached 82% in annual recurring revenue and 40% SaaS for the Infrastructure segment in 2022. We will continue this progress in 2023 and further build on our efforts in Sweden which accounted for 30% of the sales for our Construction business in 2022.
We continue to see a quite fragmented energy market, and we believe that there is an opportunity to take a leading position in a much-needed market consolidation. We did not close any transactions in 2022 but our team is hard at work going into 2023.
We operate in attractive end-markets undergoing transformation and growing revenues will continue to be our top priority in 2023. We will however increase our focus on profitability and have implemented measures that will put us in a stronger position going forward.
We continue to pursue synergies within the Volue group, and we see that there are many opportunities for increased operational efficiency.
With a successful 2022 behind us, we are enthusiastic about the future. We continue to work towards our goal of NOK 2 billion revenues in 2025.
We believe in growth first of all because our end market is growing. Our customers' spending on advanced software solutions is growing as a consequence of the green transition and market changes.
We also see opportunities for European expansion. We have a solid footprint in the European market, and we continue to invest in sales and marketing outside the Nordic region. Our experience also shows that Volue has a great opportunity to realise synergies by selling our expanded portfolio of offerings.
Looking at our recurring revenues, we see that SaaS contracts hold double the amount of recurring revenues, compared to traditional contracts. This is because we take a larger responsibility when operating the software with an associated Service Level Agreement.
We see this in our infrastructure business, which is very much focused on SaaS transformation in our home market, where we have more than 1,000 customers in the infrastructure construction business and where we cover 85% of the Norwegian population with our water and wastewater business.
As we progress with our SaaS transformation, we believe in an uptick in margins and improved profitability in 2023 compared to 2022.
Less than three years ago, Volue comprised four companies with separate management teams, a fragmented customer approach, no common R&D or product development strategies, and a mostly Nordic footprint. The company grew through the acquisitions of Likron and ProCom and, today, the six companies have joined forces behind one brand and in one organisation. We believe that Volue with its size and market reach can bring value to the industry by acting as a consolidator.
Entering 2023, we have created a robust organisation ready to support the digital transformation of the industries we work in. I am convinced that the efforts of our people will enable us to successfully execute our strategy.
In closing, I would like to extend a big thank you to our customers, partners, and shareholders for your continued trust and support!
Volue reported solid performance and strong growth for the full year 2022. The Group delivered operating revenues of NOK 1,217 million (1,039 million) and adjusted EBITDA of NOK 203 million (214 million) with an adjusted EBITDA margin of 17 per cent. The Group delivered EBITDA of NOK 147 million (138 million) with an EBITDA margin of 12 per cent.
All product lines delivered strong operational performance, and good order intake with 3,300 deals closed during the year. The Group is continuing the build-up of a highly sticky customer base and has since 2018 reported an average yearly churn well below 2 per cent. Growth and scalability are core for improving margins over time, and Volue continues to strategically invest to scale for further growth.
The growth in operating revenues of 17 per cent year on year was mainly driven by the Energy Segment, increasing by 28% from NOK 595 million in 2021 to NOK 762 million in 2022. Expansion of European footprint and growing international activities are the main drivers for growth through new markets and solution such as trading, optimalisation, forecast and analyses. Annual recurring revenues reached NOK 765 million, a 15 per cent growth from 2021, while SaaS revenues showed a 28 per cent growth year on year.
The market remains strong and attractive as the shift towards green, non-controllable energy sources drives increased volatility and complexity for customers, requiring dynamic and cloudbased software solutions. During 2022, Volue has completed the integration of ProCom and Likron, thus creating an integrated organisation capable of cementing its position as the leading provider in Europe.
Volue's business model is to supply software and technology solutions for the energy, Power Grid and infrastructure markets, serving over 2,500 customers in 40+ countries. Based on 50 years of green technology expertise, Volue offers software solutions, systems and market insight that optimise production, trading, distribution and consumption of energy, as well as infrastructure and construction projects. As one of Norway's leading software companies, Volue has unrivalled coverage along the clean-energy value- chain, from monitoring using sensors to realising cash in trading. Volue's technology secures availability of the core services society relies on – energy, water and infrastructure.
Volue is headquartered in Oslo, Norway, with teams based across 30 offices all over Europe, thereby
enabling the Group to be closely connected to its customers, markets, and industries.
The business is organised into three industry segments: Energy, Power Grid and Infrastructure, with eight product lines. The Energy segment delivers solutions that help customers master the energy transition by enabling wall-to-wall digitalisation of the green energy value chain. The Power Grid segment enables power distributors to support electrification of society by unlocking flexibility and digital management of the Power Grid. The Infrastructure segment offers customers flexible capabilities for digital water management and helps automate processes and machines for the construction industry.
Operating revenue in the Energy segment increased by 28 per cent to NOK 762 million in 2022 (595 million in 2021), representing 63 per cent (57 per cent in 2021) of the Group's operating revenues. Adjusted EBITDA rose to NOK 158 million in 2022 (124 million in 2021) with an adjusted EBITDA margin of 21 per cent in 2022, compared to 21 per cent in 2021. EBITDA rose to NOK 116 million in 2022 (86 million in 2021) with an EBITDA margin of 15 per cent, compared to 14 per cent in 2021.
The Energy Segment delivered very strong results and increased profit due to scalable growth as well as tail-winds from Energy Market Operations. The adjusted EBITDA and EBITDA margins improved following strong uplift in SaaS and overall sales.
Volue sees high volatility in the power market, which creates tail-wind for the trading advisory part of the portfolio as well as increasing demand for the Group's services. Volue's business outside the Nordic is growing rapidly and in the home market where Volue is leading, there is a strong development within portfolio management as a service. Combined, this results in strong growth in SaaS revenues. Expansion of European footprint and growing international activities are the main drivers for further growth through new markets and solution such as trading, optimalisation, forecast and analyses.
Part of Volue's initial focus was the most complex optimisation challenges for hydropower. Since then, the Group has expanded its platform into thermal, solar, wind and batteries, which is important to Volue's customers as they continue to operate existing assets, while at the same time expanding capacity in new asset types. Trading solutions is a growing part of the portfolio and the integrated business of Likron and ProCom is core as part of Volue's offering across the value chain.
CAPEX levels in the Energy segment represents approximately 9 per cent of operating revenues, which is mainly composed of by R&D investments. Going forward, significant investments into new products related to optimisation and trading solutions are planned.
Operating revenue in the Power Grid segment increased by 2 per cent to NOK 254 million in 2022 (249 million in 2021), representing 21 per cent (24 percent in 2021) of the Group's operating revenues. Adjusted EBITDA decreased to NOK 12 million in 2022 (32 million in 2021) with an adjusted EBITDA margin of 5 per cent, compared with 12 per cent in 2021. EBITDA decreased to NOK 3 million (7 million in 2021) with an EBITDA margin of 1 per cent, compared with 3 per cent in 2021.
Within Power Grid, Volue holds a strong market position in the Nordics. The segment delivered strong sales and good progress on project deliveries, resulting in solid uplift in ARR level. The weaker profit in Power Grid is due to investments in new scalable products for further growth, both in home market and for preparation for European growth.
With decades of experience supporting customers, the Nordic region has built one of the strongest grids in Europe, which is now being put under pressure by the enormous growth in power supply assets that will start playing an active role in the energy system. The electrification of the society is growing, creating new challenges and opportunities and Volue is in a strong position to capitalize on this growth through its 50 years' of asset and vendor independent experience.
Volue aims to further expand its footprint in the Power Grid segment through its market position in the Energy segment.
CAPEX levels in the Power Grid segment represented approximately 13 per cent of operating revenues in 2022 and are related to R&D. CAPEX levels are expected to increase over the next 12 months due to ongoing investments in new product development such as Distributed Energy Resources.
Operating revenue in the Infrastructure segment increased to NOK 201 million in 2022, from NOK 197 million in 2021, representing 17 per cent of the Group's operating revenues. Adjusted EBITDA decreased to NOK 34 million in 2022 (57 million in 2021), with an adjusted EBITDA margin of 17 percent, down from 28 per cent in 2021. EBITDA decreased to NOK 27 million (45 million in 2021), with an EBITDA margin of 13 per cent, compared with 23 per cent in 2021.
For the Infrastructure segment, the shift in business models towards SaaS progressed well in 2022. This gave an expected short term revenue- and profitability impact. Volue will continue to invest in market expansions and with the majority of the shift in business models completed, profitability is expected to improve going forward.
Volue has so far focused on SaaS transformation in its home market. Volue forecasts further increased profitable growth in Scandinavia, driven by the ongoing expansion to Sweden and Denmark.
CAPEX levels in the Infrastructure segment represented approximately 17 per cent of revenues in 2022 and are expected to remain at this level in the near term. The ongoing investments are made to increase offerings on Volue's SaaS platform as well as additions to the current product range addressing innovative solutions for the water industry.
The Group is working on several new initiatives such as Spark which is Volue's effort addressing Distributed Energy Resources. Additionally, new products related to optimisation and trading solutions will require investments going forward.
The way societies produce, distribute and consume energy will change dramatically. By 2030, there will be more than 200 million Distributed Energy Resources such as electrical vehicles, rooftop solar and heat pumps in Europe, needing cost efficient and digital value chains. The SaaS market potential is significant and Volue is well positioned to build the tools necessary to solve these complex challenges for the next generation power market optimisation.
The green transition is upon us with full force, and the growing reliance on weather-dependant energy resource has increased volatility in European energy markets. Volatility however reached unparalleled hights after the start of the war in Ukraine in the end of February 2022. This has in turn created ripple effects through European energy markets.
Energy security has risen to the top of agenda's across Europe and governments are ready to intervene in power markets to an extent unseen for a long time. REPowerEU is the European commission moving away from gas as the bridge to renewables and a push for energy independence from Russia. A push that is likely to carry with it increased incentives for intermittent and renewable energy resources in western Europe which will bring sustained volatility for decades to come.
In 2022, the Energy segment signed a breakthrough contract with a German power major. The customer has split its business into renewable and nonrenewable power production, and chose a crossportfolio platform of capabilities from Volue to digitise the entire value chain of its renewable portfolio. Time from first point of contact to a signed contract was less than five months and the customer found Volue to be unmatched in the competitive landscape. Volue's efforts in Japan also paid off in the form of the first customer.
The Power Grid segment signed a transformative and strategic deal with a major Nordic utility. The joint goal is to launch a set of solutions that will enable the utility to digitise the end-to-end process of planning and constructing new grids. By automating manual work processes and enabling mobile access, the end result is a streamlined workflow and high efficiency improvements for electrical utilities. The solutions will be modular, targeting a wider European market, deployable across different geographical markets and regulations.
In the Infrastructure segment, the Construction division reached 1,000 customers and added 100 in 2022. All of them were SaaS contracts and 30 were in Sweden.
The Board of Directors believes that the annual financial statements provide a true and fair view of the net assets, financial position and result of Volue ASA for the year. The Group's consolidated financial statements are presented in compliance with International Financial Reporting Standards (IFRS) as adopted by the EU.
Operating revenue was NOK 1,217 million, up from NOK 1,039 million in 2021, which represents 17 per cent growth. EBITDA was NOK 147 million compared with NOK 138 million in 2021. Volue had a profit for the period of NOK 19 million compared to NOK 28 million in 2021. Earnings per share were NOK 0,13 in 2022, compared to 0,19 in 2021.
Net cash from operating activities was NOK 222 million in 2022 compared with NOK 138 million in 2021. The increase in cash flow from operating revenues is related to a decrease in trade and other receivables, while cash flow from net income has decreased compared to 2021. Net cash used for investing activities in 2022 was NOK -140 million. Net cash from financing activities was NOK -45 million.
The Board considers the Group's cash and financial position to be strong. The Group had a debt/equity ratio of 1,2 at year-end which is in line with 2021.
Net interest-bearing debt was NOK -426 million at year end, while total assets were NOK 1 861 million. Total equity attributable to shareholders of the parent company as of 31 December 2022 amounted to NOK 806 million. At the end of 2022, Volue had NOK 446 million in cash and cash equivalents.
According to section 3–3 of the Norwegian Accounting Act, we confirm that the consolidated financial statements and the financial statements of the parent company have been prepared based on the going concern assumption, and that it is appropriate to make that assumption.
The parent company Volue ASA is a holding company, with very limited activity and a few corporate functions. Loss for the year was NOK 310 million in 2022. The 2022 net loss includes NOK 283 million of losses on financial assets due to the impairment of Volue ASA's investment in its subsidiary Volue Technology AS (See note 14 to the Financial Statements for the parent company). Net cash flow was NOK -79 million and the equity ratio was 96 per cent at year end 2022.
Volue operates on an international level and provides software solutions, platforms and related services within various market segments, including energy and electricity, infrastructure and construction, water supply and the government/municipalities. The Group's operations may consequently be affected by global economic and political conditions in the
markets in which it operates, especially in the Nordics which the Group considers as its most important markets. The outlook for the world economy remains subject to uncertainty. Downturns in general economic conditions, whether globally or in the specific region or end markets segments in which the Group operates, can result in reduced demand for the Group's software solutions and platforms, or lead to less competence and manpower being available; both which could have a material negative impact on the Group's revenues, profitability and growth prospects.
Both the technology market and the energy market are highly competitive, especially in relation to software solutions and investment services offered to participants within the energy markets. Some of the Group's competitors are large, sophisticated and well-capitalised technology and software companies that may have greater financial, technical and marketing resources than the Group. Furthermore, these competitors may have larger research and development expenditures, and thereby have a greater ability to fund product and system research, thus, can respond more quickly to new or emerging technologies or trends in the energy market or changes in customer demands. Increased competition in the energy market could result in price reductions, loss of market share, reduced margins and fewer customer orders. Moreover, in the 'war for talent' the Group could lose competent personnel to its competitors.
The Group's software solutions, platforms, analyses and trading and management services are based on complex software technology. The Group sets highquality and security standards for its products and services, but it is possible that software solutions and platforms nevertheless may contain errors or defects or otherwise not perform as expected. Although the Group carries out control procedures for testing, monitoring, securing and developing its solutions and platforms, there is a risk that these procedures may fail to test for all possible conditions for use, or identify all defects or errors in the specific software used in its solutions and platforms. Defects or other errors or failures could occur in the actual solutions or within the software or platform in which the solutions and related services are based. Such defects may result in claims against the Group, as well as significant costs for the Group. Additionally, errors or defects in the Group's software solutions and platforms may lead to significant reputational damage for the Group, which could result in loss of customers, loss of good will and consequently reduced future sales.
The Group's software solutions and platforms are subject to substantial external threats associated with data security, such as risk of virus attacks, attempts at hacking, social manipulation and phishing scams. Furthermore, there is a risk that the data and systems delivered to the Group by third parties and in which the Group base the development and the functionality of its software solutions and platforms on are incorrect or inadequate, that the rights to such third party data is not secured sufficiently, or that such data and systems contain failures, viruses or other defects or errors, which could materially affect the quality, functionality and use of the Group's products and services. Moreover, the Group's business includes also processing of sensitive information on behalf of the Group's customers such as critical infrastructure
data or personal data. Any failure to comply with the applicable laws and regulations with regards to processing of such data as well as the contractual obligations towards the customers can lead to significant financial implications such as customers' indemnification claims, fines from public authorities, etc.
The foreign exchange rate risk for the Group relates to the fact that the Group's business transactions and operations are made in several currencies, including the Norwegian krone, euro and U.S dollar. Unfavourable fluctuations in exchange rates of especially the Norwegian Krone, the Euro or the U.S. dollar could have an adverse effect on the Group's business, financial positions and profits.
Volue's Board of Directors and Executive Management conduct periodic risk assessments relating to various dimensions and aspects of operations, to verify that adequate risk management systems are in place. The Group's financial risk is predominantly controlled by the finance departments in the Group companies, under policies approved by the Board of Directors. Financial risks are identified, evaluated, and hedged in close co-operation with the Group's operating units. The Board provides written principles for overall risk management, as well as policies covering specific areas, such as currency risk, interest rate risk and credit risk.
With regards to the legal and compliance risk, the Group's management has approved several policies and internal quality routines, including a legal policy, which shall ensure that the Group is sufficiently
informed about the nature of any legal and compliance risks in all markets or countries it operates. In addition to the framework of management procedures and policies, internal guidelines and standard contracts, the Group's Legal, Compliance and Quality team supports the organization proactively in order to minimize the Group's risk of being exposed to any breach of applicable laws and regulations, or contractual obligations towards its customers. Furthermore, the Group's quality team conducts regular internal audits for ensuring compliance with the internal management framework and is also responsible for handling external audits such as ISO certification audit, etc.
During the last year, the Group demonstrated its commitment to effective risk management through a series of strategic initiatives. These efforts included the appointment of the Group's first Chief Information Security Officer, a move aimed at strengthening the cybersecurity posture and ensuring the protection of sensitive data. Additionally, the Group started the review of its enterprise risk framework, which serves to embed risk management practices throughout the organization's operations and processes. These initiatives represent significant progress towards the goal of maintaining a robust risk management system that supports long-term success.
Research and development Investments into research and development (R&D) has been an important part of Volue's strategy to develop new and innovative technological solutions and is expected to remain an important part of the Group's strategy going forward. Volue has a long-term ambition to
invest significantly in R&D, with approximately 10- 12 per cent of its annual revenue being capitalised in balance sheet, to secure long-term growth. For 2022, the Group capitalized invested a total of NOK 136 million in R&D, up from NOK 104 million in 2021, representing 11 per cent of the revenues for the year.
Volue sets high ethical standards, and communication should be open, clear and honest. The Group is responsible for ensuring safe and good workplaces where it is present and seeks to create value for society, customers, employees and shareholders.
Volue's expertise within energy production, optimisation, trading and distribution allows energy companies to get the most out of their resources and can play an important role in enabling a future with a greener, yet more volatile, energy mix and increased electrification. Further, by providing instrumentation and automation for hydropower producers, Volue improves the accuracy in the monitoring of hydropower dams including production predictions, planning and sustainable governance of regulated water courses.
In 2022, Volue is publishing its third sustainability report. The report is prepared in accordance with the Global Reporting Initiative (GRI) Standards framework, in addition to Section 3-3 of the Norwegian Accounting Act regarding corporate social responsibility and the Euronext Guidelines for sustainability reporting.
The sustainability report describes Volue's performance in areas defined as material to the Group, based on systematic stakeholder dialogue and a materiality assessment conducted in 2021. Focus areas for Volue includes Great place to work, Ethical business conduct, Environment, and Secure products and operations. In addition to disclosing how the Group performs within each area, the report also discusses improvements and lists ambitions and targets going forward.
In 2021, Volue became a signatory of the UN Global Compact (UNGC) – a voluntary initiative based on CEO commitments to implement universal sustainability principles and to take steps to support UN goals. As a signatory, Volue actively engages with the UN Global Compact and make an annual financial contribution, based on the annual gross sales or revenue. Volue reports on the communication on progress (COP) annually, and the next report will be published in UNGC's database in 2023.
The next section provides a summary of the sustainability work and results in 2022. For further information, refer to the ESG report 2022.
Recruiting and retaining top talent and ensuring a diverse workforce is a prerequisite for future value creation. At the end of 2022 the Group employed a total of 778 people, and adjusting for part- time and temporarily hired employees, this translates to 736 full-time equivalents.
Volue will cultivate a company culture characterised by respect, inclusion, equality, and diversity. The Group prohibits discrimination in any form and shall comply with internationally accepted guidelines and conventions regarding worker's rights, gender equality and anti-discrimination.
In Norway, Volue operates according to the Norwegian Working Environment Act and the Equality and Anti-Discrimination Act, which aims to promote equality and prevent discrimination on the basis of gender, ethnicity, religion, political beliefs, disability, sexual orientation and/or age. The Group also complies with similar laws in other countries where it is present.
Volue aspires to substantially increase the share of non-Nordic employees and is working throughout the employee lifecycle to see where measures can be implemented to enhance diversity across the organisation. To date, Volue's workforce comprises several different nationalities, of which 67.5% are Nordic and 32.5% are non-Nordic employees.
Women represented 25% of Volue's workforce (permanent employees) in 2022. The executive leadership team (ELT) had at year-end 2022 nine male and one female members. The Board of directors had five male and five female members. In 2022, Volue launched a Diversity & Inclusion initiative, including a diversity policy. The focus areas of the initiative is to recruit, retain and develop a diverse workforce, with an aim of a spread in gender, age and geography. Volue has reached the target of 25% females by the end of 2023 and continue to work towards the goal of 30% by 2025. To achieve this, Volue is part of several diversity initiatives, including the ODA Network and Kraftkvinnene. Additionally, the Group regularly conduct development talks, has introduced training programmes for employees and carry out several engagement surveys throughout the year.
The average pay for men and women varies due to differences in job categories and seniority. Guidelines for remuneration of the ELT was
approved by the Extraordinary General Meeting in December 2021 and a full disclosure can be found in the separate Remuneration report. Guidelines for remuneration of leading persons are available in the Guidelines for remuneration of leading persons and the remuneration report will be available on the Groups website under reports and presentations.
Further details about organisation and Volue's statements on equality and anti-discrimination are available in the Group's ESG report.
Absence due to illness in 2022 is 2.66%, and Volue's goal is to keep absence at a minimum and to not exceed a 3% absence rate. The labour turnover rate was 12.1%, with 90 employees voluntary leaving the Group in 2022. There were no work-related injuries in 2022.
In 2023, Volue will increase effort and focus on systematic HSSE work, risk assessment and reporting of occupational incidents.
Volue aspires to build a strong company culture, where ethical behaviour, transparency and openness are values that employees and business partners adheres to. In addition to ensuring that the work is carried out safely this involves respecting the freedom of association and not accepting any form of forced labour, child labour or work-related discrimination.
Volue will always align its conduct with internationally renowned standards for human and worker's rights, such as the Human Rights Act and OECD guidelines
for multinational enterprises. The Group established a new Code of Conduct in 2021 which includes rules with regards to business conduct, values, and ethics. The legal team has conducted training in the Code of Conduct to a selection of employees in 2022, and the rest of the organisation will be trained through an online course in 2023. The Code of Conduct is available on Volue's website. In addition thereto, the Group has introduced a Supplier Code of Conduct which includes the aforementioned rules and ethics and which is mandatory to be signed by any new supplier to the Group. In accordance to the Norwegian Transparency Act, Volue will focus on mapping its business partners in regards of risk for breaches of human rights and compliance to the Supplier Code of Conduct in 2023, and the results will be made public on the Group's website.
An external whistleblower channel was established in 2021, which allows all employees and stakeholders of Volue as well as any externals such as suppliers etc to report any potential or actual breach of the Group's Code of Conduct, both through internal channels and the Group's website. The whistleblower channel is operated by a neutral third party and any whistleblower has the option to be anonymous.
Volue's environmental impact is two-fold. First, the Group has an impact through developing products and services which enable a green transition for customers. Second, the Group has an environmental impact from internal business operations such as emissions from employee business travels, energy consumption at the Group's office locations and waste generation.
Volue is in a position where impacts of climate changes and subsequently the energy transition represents business opportunities rather than risks. The opportunities are connected to customers within the Energy, Power Grid and Infrastructure market segments and includes their operation of existing physical assets and to their transition plans.
Volue started climate accounting in 2020 and is in the process of setting targets for reducing energy consumption and GHG emissions from its business operations. Volue's Scope 1 emissions comes from company cars and shows an emission of 17 tCO2 in 2022. Volue's emissions from Scope 2 come from electricity and district heating from the offices and show an emission of 110.5 tCO2 in 2022. Volue has included emissions from flights, mileage allowance and train travel, as well as emissions from waste in its Scope 3 calculations for 2022. This shows emissions of 372.1 tCO2e in 2022, where 356.3 tCO2e comes from business travel and 15.8 tCO2 is from waste. The climate accounting was updated in 2022 using CEMAsys' digital solution, and a full overview can be found in the ESG report. All Volue's business locations have a waste management system to facilitate recycling according to local regulations.
In 2021, Volue reported on eligible activities for the EU Taxonomy, and in 2022, Volue reported on both eligible and aligned activities for the EU Taxonomy. 39.2% the turnover is eligible of which 21% of the turnover is aligned. In 2023, Volue will work to increase the share of aligned activities through improved documentation.
Volue's Board of Directors has the overall
responsibility for ensuring that the Group has a high standard of corporate governance. The Group's corporate governance model is designed to provide a foundation for long-term value creation and to ensure good control.
The Board has adopted a corporate governance policy to safeguard the interests of the Group's owners, employees and other stakeholders. The policy describes the Group's main principles for corporate governance and addresses the framework of guidelines and principles regulating the interaction between the Group's shareholders, the Board of Directors, the CEO and the Executive Leadership Team. These principles and associated rules and practices are intended to increase predictability and transparency, and thus reduce uncertainties related to the business.
The Group complies with the Norwegian Code of Practice for Corporate Governance. The Board's Corporate Governance report is available on the Group's website under the Investor section.
Volue ASA is listed on Oslo Børs under the ticker "VOLUE". The Group's share capital was NOK 57,547,885.60 divided on 143,869,714 shares at year end 2022, each with a nominal value of NOK 0.40. All shares are of the same class and with equal voting and dividend rights. Per 31 December 2022, the number of shareholders were 4,023. Refer to the notes to the financial statements for further information. Volue aims at informing all interested parties about important events and the Group's developments through annual reports and quarterly financial presentations, stock exchange notices and
other Group updates. Further information can be found in the investor section of Volue's website.
Volue holds a liability insurance for its Board of directors and ELT under Arendals Fossekompani's policy at the same conditions as Arendals Fossekompani. The territory covered is worldwide.
There have been no events to date in 2023 that significantly affect the result for 2022 or valuation of the Group's assets and liabilities at the balance sheet date. The Board confirms that the conditions for the going concern assumption have been satisfied and that the financial statements for 2022 have been prepared on the basis of this assumption.
In 2022, Volue continued delivering on its strategy of international expansion, and closed 3,300 deals. The market remains strong and attractive, and Volue is hard at work towards the goal of being the leading provider in Europe.
Volue sees large opportunities to secure continued profitable growth and aims to develop its business both organically and structurally and the key drivers for further growth are:
Oslo, Norway, 30 March 2023 The Board of Directors and CEO Volue ASA
the expanded portfolio of offerings across the clean energy value chain.
Volue has a strong foundation for continued profitable growth and expansion. For 2023, the Group has outlined the following priorities and ambitions:
The Board wishes to thank all of Volue's employees for their continued dedicated efforts, contributing to Volue's strong growth and achievements in 2022.
Ørjan Svanevik Chairman of the Board
Lars Peder Fensli
Board Member
Ingunn Ettestøl Board Member
Henning Hansen
Board Member
Christine Grabmair Board Member
Knut Ove Stenhagen Board Member
Kjetil Kvamme
Board Member
Annette Maier Board Member
Board Member
Anja Schneider
Vija Pakalkaite Board Member
Trond Straume Chief Executive Officer
| Consolidated statement of income | 20 |
|---|---|
| Consolidated statement of other comprehensive income | 21 |
| Consolidated balance sheet | 22 |
| Consolidated statement of changes in equity | 23 |
| Consolidated statement of cash flows | 24 |
| Notes to the Consolidated Financial Statements | |
| Note 1 Accounting principles | 25 |
| Note 2 Key sources of estimation uncertainty, | |
| judgments and assumptions | 33 |
Note 3 Segments 33 Note 4 Revenue from contracts with customers 35 Note 5 Remuneration and employee benefit 36 Note 6 Other operating expenses 39 Note 7 Income tax 39 Note 8 Inventories 40 Note 9 Trade and other receivables 41
| Note 10 Cash and cash equivalents | 41 |
|---|---|
| Note 11 Property, plant and equipment | 42 |
| Note 12 Intangible assets | 43 |
| Note 13 Non-current receivables and investments | 44 |
| Note 14 Leases | 45 |
| Note 15 Trade payables and other current liabilities | 45 |
| Note 16 Financial risk and financial instruments | 46 |
| Note 17 Borrowings | 49 |
| Note 18 Finance items | 50 |
| Note 19 Share information | 51 |
| Note 20 Earnings per share | 52 |
| Note 21 Business combinations and transactions | |
| with non-controlling interests | 53 |
| Note 22 Subsidiaries | 54 |
| Note 23 Related parties | 55 |
| Note 24 Contingent liabilites | 56 |
| Note 25 Subsequent events | 56 |
| Note 26 Other income | 56 |
| Note 27 Climate risk | 56 |
For the year ended 31 December
| Amounts in NOK 1000 | Note | 2022 | 2021 |
|---|---|---|---|
| Operating revenues | 3,4 | 1 216 896 | 1 039 075 |
| Other revenues | 26 | 2 572 | 21 603 |
| Revenues | 1 219 468 | 1 060 678 | |
| Materials and consumables used | 3 | 206 982 | 159 075 |
| Employee benefit expenses | 3,5 | 632 543 | 549 310 |
| Other operating expenses | 3,6 | 233 320 | 196 863 |
| Other gain/losses | 21 | - | 17 305 |
| Operating expenses | 1 072 845 | 922 553 | |
| EBITDA | 146 623 | 138 125 | |
| Depreciation and amortisation | 11,12 | 106 470 | 91 317 |
| Impairment loss from PPE | 11,12 | 1 780 | |
| Net operating income/(loss) | 40 154 | 45 028 | |
| Finance income | 18 | 15 938 | 18 373 |
| Finance costs | 18 | 19 847 | 23 898 |
| Profit/(loss) before income tax | 36 244 | 39 503 | |
| Income tax expense | 7 | 17 078 | 11 884 |
| Profit/(loss) for the period | 19 166 | 27 619 | |
| Attributable to equity holders of the company | 19 343 | 27 825 | |
| Attributable to non-controlling interests | -177 | -205 | |
| Basic earnings per share | 20 | 0.13 | 0.19 |
| Diluted earnings per share | 20 | 0.13 | 0.19 |
For the year ended 31 December
| Amounts in NOK 1000 | Note | 2022 | 2021 |
|---|---|---|---|
| Items that may be reclassified to statement of income | |||
| Exchange differences on translation of foreign operations | 13 916 | -12 851 | |
| Changes on cash flow hedges | - | 2 208 | |
| Income tax related to these items | - | - | |
| Items that may be reclassified to statement of income | 13 916 | -10 643 | |
| Items that will not be reclassified to statement of income | |||
| Remeasurements of post-employment benefit obligations | 5 | -1 920 | 2 633 |
| Income tax relating to these items | 422 | -564 | |
| Items that will not be reclassified to statement of income | -1 498 | 2 070 | |
| Other comprehensive income/(loss) for the period, net of tax | 12 418 | -8 574 | |
| Total comprehensive income/(loss) for the period | 31 584 | 19 046 | |
| Attributable to equity holders of the company | 31 837 | 19 169 | |
| Attributable to non-controlling interests | -253 | -123 |
Amounts in NOK 1000 Note 2022 2021
For the year ended 31 December
| Amounts in NOK 1000 | Note | 2022 | 2021 |
|---|---|---|---|
| Assets | |||
| Non-current assets | |||
| Property, plant and equipment | 11 | 123 852 | 140 975 |
| Intangible assets | 12 | 623 364 | 542 528 |
| Pension assets | 5 | 5 879 | 7 648 |
| Non-current receivables and investments | 13 | 34 600 | 39 715 |
| Deferred tax assets | 7 | 0 | 4 709 |
| Total non-current assets | 787 695 | 735 577 | |
| Current assets | |||
| Inventories | 8 | 29 488 | 19 895 |
| Contract assets | 4,16 | 54 181 | 65 595 |
| Trade and other receivables | 9,16 | 542 850 | 519 858 |
| Other current assets | 16 | - | 922 |
| Cash and cash equivalents | 10 | 446 350 | 404 390 |
| Total Current assets | 1 072 870 | 1 010 659 | |
| Total assets | 1 860 565 | 1 746 235 |
Ørjan Svanevik Chairman of the Board
Christine Grabmair
Board Member
Anja Schneider Board Member
Knut Ove Stenhagen
Lars Peder Fensli Board Member
Board Member
Vija Pakalkaite
Board Member
Trond Straume Chief Executive Officer
Ingunn Ettestøl Board Member
Kjetil Kvamme Board Member
Henning Hansen
Board Member Annette Maier
Board Member
| Equity and liabilities | |||
|---|---|---|---|
| Equity | |||
| Share capital and share premium | 4 498 184 | 4 498 115 | |
| Own shares | -127 | -92 | |
| Other reserves | -3 691 918 | -3 733 989 | |
| Capital and reserves attributable to holders of the company | 806 138 | 764 035 | |
| Non-controlling interests | 2 587 | 2 842 | |
| Total equity | 19,20 | 808 725 | 766 876 |
| Non-current liabilities | |||
| Lease liabilities | 14 | 77 492 | 87 495 |
| Employee benefits | - | 560 | |
| Other non-current liabilites | 14 999 | - | |
| Provisions | 300 | 14 505 | |
| Deferred tax liabilities | 7 | 22 874 | 29 200 |
| Total non-current liabilities | 115 664 | 131 760 | |
| Current liabilities | |||
| Borrowings | 17 | 6 892 | 17 529 |
| Lease liabilities | 14 | 18 970 | 27 675 |
| Trade and other payables | 15 | 397 362 | 350 686 |
| Current tax liabilities | 7 | 23 678 | 18 584 |
| Contract liabilities | 4 | 31 411 | 48 688 |
| Provisions | 4, 15, 21 | 77 394 | 88 371 |
| Other current liabilities | 4, 15 | 380 469 | 296 066 |
| Total current liabilities | 936 175 | 847 599 | |
| Total liabilities and equity | 1 860 565 | 1 746 235 | |
For the year ended 31 December
| Attributable to equity holders of the company | |||||||
|---|---|---|---|---|---|---|---|
| Amounts in NOK 1000 | Note | Share capital and share premium |
Own Shares |
Other reserves |
Total | Non controlling interests |
Total equity |
| Balance at 1 January 2021 | 4 492 332 | - | -3 752 655 | 739 676 | 3 411 | 743 087 | |
| Profit/(loss) for the period | - | - | 27 825 | 27 825 | -205 | 27 619 | |
| Other comprehensive income/(loss) | - | - | -8 656 | -8 656 | 83 | -8 574 | |
| Transaction with owners | |||||||
| Acquisition of non-controlling interest | 21 | - | - | -3 998 | -3 998 | -446 | -4 445 |
| Shares issued as consideration in business combinations | 21 | 14 174 | - | - | 14 174 | - | 14 174 |
| Reclassifications | - | - | 3 496 | 3 496 | - | 3 496 | |
| Own shares | -8 390 | -92 | - 8 482 | - | -8 482 | ||
| Balance at 31 December 2021 | 4 498 115 | -92 | -3 733 989 | 764 035 | 2 842 | 766 876 | |
| Balance at 1 January 2022 | 4 498 115 | -92 | -3 733 989 | 764 035 | 2 842 | 766 876 | |
| Profit for the period | - | - | 19 343 | 19 343 | -177 | 19 166 | |
| Other comprehensive income | - | - | 12 494 | 12 494 | -76 | 12 418 | |
| Other changes from subsidiaries | - | - | 1 134 | 1 134 | -0 | 1 134 | |
| Own shares | 68 | -36 | - | 33 | - | 33 | |
| Share based renumeration scheme | 5 | - | - | 9 100 | 9 100 | - | 9 100 |
| Balance at 31 December 2022 | 4 498 184 | -127 | -3 691 918 | 806 138 | 2 587 | 808 725 |
For the year ended 31 December
| Note Amounts in NOK 1000 |
2022 | 2021 |
|---|---|---|
| Cash flow from operating activities | ||
| Profit/(loss) before income tax | 36 244 | 39 503 |
| adjustments for: | ||
| Depreciation, amortisation and impairment 11,12 |
106 470 | 93 097 |
| Net financial items 18 |
3 861 | 5 532 |
| (Gain)/Loss from sales of assets | 775 | |
| Tax on transaction costs related to share issue | - - |
|
| Total after adjustments to profit before income tax | 147 350 | 138 132 |
| Change in Inventories | -9 651 | -6 905 |
| Change in other current assets | -25 096 | -232 666 |
| Change in other current liabilities | 125 744 | 270 717 |
| Change in other provisions | 414 -28 541 |
|
| Change in employee benefits | -717 -744 |
|
| Total after adjustments to net assets | 238 043 | 139 993 |
| Change in tax paid | -16 477 | -1 571 |
| Net cash flow from operating activities | 221 566 | 138 422 |
| Cash flow from investing activities | ||
| Interest received | 4 449 | 2 806 |
| Proceeds from the sales of PPE | - - |
|
| Purchase of PPE and intangible assets 11,12 |
-152 181 | -118 251 |
| Proceeds from sales of financial assets | 3 827 | 10 000 |
| Purchase of other investments | - -824 |
|
| Loans to employees 13 |
4 033 | |
| Proceed from sale of other investments | - - |
|
| Purchase of shares in subsidiaries 21 |
-53 -13 720 |
|
| Proceeds from the sales of shares in subsidiaries | ||
| Net cash flow from investing activities | -139 925 | -119 989 |
| Amounts in NOK 1000 | Note | 2022 | 2021 |
|---|---|---|---|
| Cash flow from financing activities | |||
| Proceeds from issue of shares | - | - | |
| New long-term borrowings | 17 | 4 083 | 5 640 |
| Repayment of long-term borrowings | -3 031 | - | |
| Movement in short term borrowings | 17 | -10 736 | 3 636 |
| Repayment of lease liabilities | 17 | -26 046 | -30 940 |
| Interest paid etc. | -9 223 | -8 212 | |
| Dividend paid | - | - | |
| Acquisition of non-controlling interests | 21 | - | -5 527 |
| Cash Flow from Own Shares | 33 | -5 209 | |
| Net cash flow from financing activities | -44 921 | -40 614 | |
| Net increase in cash and cash equivalents | 36 720 | -22 181 | |
| Cash and cash equivalents at the beginning of the financial year | 404 390 | 433 527 | |
| Effects of exchange rate changes on cash and cash equivalents | 5 241 | -6 956 | |
| Cash and cash equivalents at end of year | 446 350 | 404 390 |
For the year ended 31 December
Volue ASA is domiciled in Norway, and with headquarters in Oslo. The consolidated financial statements for financial year 2022 include the company and its subsidiaries (as a whole, referred to as "the Group"). Information about the companies included in the scope of consolidation is disclosed in note 22 in Volue ASA financial statements.
This note provides a list of the significant accounting policies adopted in the preparation of these consolidated financial statements. These policies have been consistently applied to all the years presented, unless otherwise stated.
The annual and consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) adopted by the European Union and associated interpretations, as well as Norwegian disclosure requirements pursuant to the Norwegian Accounting Act applicable as of 31 December 2022.
The Company was established in 2020 by Arendals Fossekompani ASA ("AFK") for the purpose of being the new holding company for four of AFK's subsidiaries. AFK transferred its shareholdings in four subsidiaries through contributions in kind to Volue. AFK transferred the shareholdings to Volue.
The financial statements are presented in Norwegian kroner (NOK), which is the functional currency of the parent company. All amounts disclosed in the financial statements and notes have been rounded off to the nearest thousand NOK units unless otherwise stated. The financial statements have been prepared using the historical cost principle, except for the following assets, which are presented at fair value: Financial instruments at fair value through profit or loss and financial instruments at fair value through other comprehensive income.
The Group recognizes changes in equity arising from transactions with owners in the statement of changes in equity. Other changes in equity are presented in the statement of comprehensive income (total return).
Preparation of financial statements in accordance with IFRS requires the use of assessments, estimates and assumptions that influence which accounting policies shall be applied, and influence recognized amounts for assets and liabilities, revenues, and costs. Actual amounts can deviate from estimated amounts. Estimates and underlying assumptions are reviewed on an ongoing basis. Changes in accounting estimates are recognized in the period in which they arise if they only apply to that period. If the changes also apply to subsequent periods, the effect is allocated over the current and subsequent periods. Areas with significant estimation uncertainties, and where assumptions and assessments may have significantly influenced the application of the accounting policies, are disclosed in Note 2.
The accounting policies applied in the preparation of the annual and consolidated financial statements are described below. In case that subsidiaries have used other principles to prepare their separate annual financial statements, adjustments have been made so the consolidated financial statements are prepared according to common policies.
The acquisition method of accounting is used to account for the acquisition of shares that lead to control over another company. The Group's consideration is allocated to identifiable assets and liabilities. These are recognized in the consolidated financial
statements at fair value at the date when control is obtained. Goodwill is calculated when the consideration exceeds identifiable assets and liabilities:
If those amounts are less than the fair value of the net identifiable assets of the business acquired, the difference is recognized directly in profit or loss as a bargain purchase. If the business combination is achieved in stages, the investment changes classification from associated company to subsidiary, the upward adjustment of the existing shareholding at fair value is recognized as a gain in the income statement. A buyout of non-controlling interests is considered a transaction with owners and does not require a calculation of goodwill. Non-controlling interests for such transactions are adjusted based on a proportionate share of the subsidiary's equity. When an investment is reclassified from fair value through other comprehensive income to subsidiary or associated company, the investment's carrying amount at the time control or significant influence is obtained is used as recognized cost.
Subsidiaries are all entities over which the Group has control. Control exists when the investor is exposed or has rights to variable returns from its investment in the company and when it has the ability to influence the return through its power over the company. To determine the level of control, the potential voting rights that can be exercised or converted must be considered. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases.
Associated companies are entities where the company and/or the Group has significant influence, but not control over financial and operational management. Significant influence is assumed to exist when the Group has between 20 % to 50 % of the voting rights in a company. The consolidated financial statements include the Group's share of the profits/losses from associated companies are accounted for using the equity method, from the date significant influence was achieved until it ceases.
Intercompany transactions, balances and unrealized gains and losses on transactions between group companies are eliminated.
A discontinued operation is a component of the entity that has been disposed of or is classified as held for sale and that represents a separate major line of business or geographical area of operations, is part of a single coordinated plan to dispose of such a line of business or area of operations, or is a subsidiary acquired exclusively with a view to resale. The results of discontinued operations are presented separately in the statement of profit or loss.
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The board of Volue ASA has appointed a Group management which assesses the financial performance and position of the group and makes strategic decisions. The Group management, which has been identified as being the chief operating decision maker, consists of the chief executive officer and the chief financial officer.
Functional and presentation currency Items included in the financial statements of each of the group's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The consolidated financial statements are presented in Norwegian kroner (NOK), which is Volue ASA's functional and presentation currency.
Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates, are generally recognized in profit or loss. They are deferred in equity if they relate to qualifying cash flow hedges and qualifying net investment hedges or are attributable to part of the net investment in a foreign operation.
Foreign exchange gains and losses that relate to borrowings are presented in the statement of profit or loss, within finance costs. All other foreign exchange gains and losses are presented in the statement of profit or loss on a net basis within other gains/(losses).
Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. For example, translation differences on nonmonetary assets and liabilities such as equities held at fair value through profit or loss are recognized in profit or loss as part of the fair value gain or loss, and translation differences on non-monetary assets such as equities classified as at fair value through other comprehensive income are recognized in other comprehensive income.
The results and financial position of foreign operations that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other financial instruments designated as hedges of such investments, are recognized in other comprehensive income. When a foreign operation is sold or any borrowings forming part of the net investment are repaid, the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale.
Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate.
Under IFRS 15, Volue recognises as revenue the agreed transaction price in a contract with a customer at the time when the Group transfers the control of a distinct product or service to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods and services.
For each performance obligation identified at the inception of the contract, it is separately determined if those performance obligations are satisfied at a point in time or on an over-time basis. Revenue regarding each performance obligation is recognised when that performance obligation is satisfied. Consequently, revenue is recognised in full upon completion of a contract if it includes only one performance obligation or more than one performance obligations that are satisfied at the same time.
The Group's main revenues come from the sale of software as a service (SaaS), maintenance, licenses, consulting, and other revenue. There are several types of customer contracts depending on what the customer needs. Some contracts may include only one type of service while other contracts include two or more types of services, hence the transaction price will be allocated between different types of revenue depending on the performance obligation. Some of the revenue stream has a substantial part of annual recurring revenue (ARR), which is one of the key performance indicators in the Group. Below is more information about the different types of revenues and related contract types.
Infinity software licenses are classified as software licenses where the customer is provided with a right to use the software as it exists when made available to the customer. Revenue from distinct software licenses is recognised when the license key is made available to the customer and the customer can start to use the software. License fees are non-recurring revenues which only occurs once during the contract period. License fees relates to contracts with either consultancy services or maintenance, or both in addition to the fixed license fee. Invoices are generated when the license key is made available to the customers (at a point in time) and most invoices are payable within 30 days. For larger contracts invoices are based on deliveries on agreed milestones.
Software as a service is primarily delivered as a cloud-based solution, which entitles the customers to use the software together with the Group's network, data base and systems over the contract period. Revenues from sale of Cloud Services are recognised from go-live over time on a straight-line basis over the contract period. The revenue recognition is accrued at a monthly basis. Invoices are generated on a monthly or yearly basis and most invoices are payable within 30 days. The type of contract is subscription to a software or a service. Most SaaS contracts are automatic renewed every year for one more year if not one part terminate the contract. This type of revenue is defined as annual recurring revenue. In combination with delivery
of a software as a service contract consulting services can be delivered, and revenue recognition occurs as described under consulting revenues.
Maintenance services related to software are typically a service that is needed throughout the contract period and are typically delivered together with a software license. Revenue recognition from maintenance occurs after the software has been installed and is accrued at a monthly basis. Maintenance services may also be delivered together with a third-party software solution, and revenue recognition occurs from go-live on a monthly linear basis. Most contract are automatic renewed every year for one more year if not one part terminate the contract. This type of revenue is defined as annual recurring revenue.
Consulting services is typically revenue related to project implementation, assisting the customer to start using the software solutions. Consulting services may also relate to value added services or technical support paid by the hour. The performance obligations related to consulting and support services are satisfied on an ongoing basis, and revenue related to the sales of services are thus recognised at the time of delivery.
The Group determines the transaction price to be the amount of consideration which it expects to be entitled in exchange for transferring the promised goods and services to the customer, net of discounts and sales related taxes. Sales related taxes are regarded as collected on behalf of the authorities. The Group considers whether there are other promises in the contract that are separate performance obligations to which a portion of the transaction price needs to be allocated.
For fixed-price contracts, revenue is recognised based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided, because the customer receives and uses the benefits simultaneously. This is determined based on the actual labour hours spent relative to the total expected labour hours.
Contract balances consist of client-related assets and liabilities. Contract assets relate to consideration for work complete, but not yet invoiced at the reporting
date. The contract assets are transferred to trade receivables when the right to payment has become unconditional, which usually occurs when invoices are issued to the customers. When a client pays consideration in advance, or an amount of consideration is due contractually before transferring of the license or service, then the amount received in advance presented as a liability. Contract liabilities represent mainly prepayments from clients for unsatisfied or partially satisfied performance obligations in relation to licenses and services. Contract assets are within the scope of impairment requirements in IFRS 9. For contract assets the simplified approach is applied, and the expected loss provision is measured at the estimate of the lifetime expected credit losses.
Income tax on the profit for the period consists of current and deferred tax. Income tax is recognised in the income statement with the exception of tax on items that are recognised directly in equity or in other comprehensive income. The tax effect of the latter items is recognised directly in equity or in other comprehensive income.
Current tax is the forecast tax payable on the year's taxable income at current tax rates at the balance sheet date, and any adjustments of tax payable for previous years less tax paid in advance. Deferred tax liabilities are calculated based on the balance sheet-oriented liability method considering temporary differences between the carrying amount of assets and liabilities for financial reporting and tax values.
The following temporary differences are not considered: goodwill not deductible for income tax purposes, the initial recognition of assets or liabilities that affect neither accounting nor taxable profit, and differences relating to investments in subsidiaries that are not expected to reverse in the foreseeable future. The provision for deferred tax is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, measured at the tax rates in force at the balance sheet date.
Deferred tax assets are recognised only to the extent that it is probable that the asset can be utilised against future taxable results. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax asset will be realised. Tax assets that can only be utilised via group contributions from the parent company are not recognised until the contribution has been paid and is recognised in the individual companies.
The company's and the group's leases consist mainly of office space, machines, cars, IT equipment and other office machines. Assets and liabilities arising from a lease are initially measured on a present value basis.
Right-of-use assets are measured at cost comprising the following:
Lease liabilities include the net present value of the following lease payments:
Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability. The lease payments are discounted using the lessee's incremental borrowing rate, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.
Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped
at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.
For presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the balance sheet.
Trade receivables are recognised initially at the amount of consideration that is unconditional, unless they contain significant financing components when they are recognised at fair value. They are subsequently measured at amortised cost using the effective interest method, less loss allowance. See note 16 for further information about the group's accounting for trade receivables and note 2 for a description of the group's impairment policies.
Raw materials and stores, work in progress and finished goods are recognised at the lower of cost and net realisable value. Net realisable value is the estimated sales price in ordinary operations, less the estimated costs for completion and sales costs. Cost is based on the first-in first-out principle and includes costs incurred upon procurement of goods and the costs of bringing them to their present condition and location. For finished goods and work in progress, cost is calculated as a share of the indirect costs based on normal utilisation of capacity.
Non-current assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use and a sale is considered highly probable. They are measured at the lower of their carrying amount and fair value less costs to sell, except for assets such as deferred tax assets, assets arising from employee benefits, financial assets and investment property that are carried at fair value and contractual rights under insurance contracts, which are specifically exempt from this requirement.
An impairment loss is recognised for any initial or subsequent write-down of the asset to fair value less costs to sell. A gain is recognised for any subsequent increases in fair value less costs to sell of an asset, but not in excess of any cumulative impairment loss previously recognised. A gain or loss not previously recognised by the date of the sale of the noncurrent asset is recognised at the date of derecognition.
Non-current assets are not depreciated or amortised while they are classified as held for sale. Interest and other expenses attributable to the liabilities of a disposal group classified as held for sale continue to be recognised.
Non-current assets classified as held for sale and the assets of a disposal group classified as held for sale are presented separately from the other assets in the balance sheet. The liabilities of a disposal group classified as held for sale are presented separately from other liabilities in the balance sheet.
Transactions in foreign currencies are translated to the functional currency of each individual Group company using the exchange rates at the dates of the transactions. Monetary assets and liabilities in foreign currencies are translated to NOK using the exchange rate at the balance sheet date. Differences that arise from the currency translation are recognised in the income statement.
Assets and liabilities in foreign currencies are translated to NOK using the exchange rate at the balance sheet date. Revenues and expenses for foreign operations are translated to NOK at the approximate rates of exchange at the transaction date.
Non-derivative financial instruments consist of investments in debt and equity instruments, trade and other receivables, cash and loans, trade payables and other debts.
Trade and other receivables that fall due in less than three months are not discounted. Non-derivative financial instruments are measured on initial recognition at fair value plus any directly attributable transaction costs. After initial recognition, the instruments are measured as described below.
Interest-bearing loans are valued at fair value less transaction costs on initial recognition in the balance sheet. Instruments are subsequently measured at amortised cost, with any differences between cost and redemption value recognised over the term of the loan as part of the effective interest rate.
Financial assets are derecognised when the contractual rights to the cash flows from an asset expire, or when the Group has transferred the contractual rights in a transaction where the risk and return of ownership of the financial asset have substantively been transferred.
Financial assets at fair value through other comprehensive income In accordance with the Group's investment strategy, investments in equity instruments are mainly classified as fair value through other comprehensive income. After initial recognition, these instruments are measured at fair value. Changes in fair value are recognised in other comprehensive income.
A financial instrument is classified at fair value through profit or loss if it is held for trading. The instrument is measured at fair value and the changes in fair value are recognised in the income statement.
Other non-derivative financial instruments are measured at amortised cost less any impairment losses.
Derivatives are initially recognised at fair value on the date a derivative contract is entered into, and they are subsequently remeasured to their fair value at the end of each reporting period. The accounting for subsequent changes in fair value depends on whether the derivative is designated as a hedging instrument and, if so, the nature of the item being hedged.
When a derivative is designated as a hedging instrument on variability in cash flows for a recorded asset or liability, or for a highly probable forecast transaction, the effective portion of a change in fair value is recognised in other comprehensive income. The Group performs a qualitative assessment of hedging effectiveness. A hedging instrument is derecognised when it no longer satisfies hedge accounting criteria, sold, terminated or matures. The accumulated change in fair value recognised in other comprehensive income remains until the forecast transaction occurs. If the hedged item is a financial asset, the amount recognised in other comprehensive income is transferred to the income statement in the same period as the hedged item affects the income statement. If the hedged transaction is no longer expected to occur, the accumulated unrealised gains or losses are immediately recognised in the income statement.
When a financial derivative is designated as a hedging instrument on variability in the value of a recognised asset, a firm agreement or liability, the gain or loss on the derivative is recognised in the income statement in the period it incurs. Similarly, changes in the fair value of the hedged item are recognised in the income statement in the same period. Principles related to hedging effectiveness and derecognition are the same as for cash flow hedges.
The depreciation methods and periods used by the group are disclosed in note 11. The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or loss. When revalued assets are sold, it is group policy to transfer any amounts included in other reserves in respect of those assets to retained earnings.
Goodwill is measured as described in business combinations above. Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill is not amortised but it is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired and is carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.
Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating units or groups of cash-generating
units that are expected to benefit from the business combination in which the goodwill arose. The units or groups of units are identified at the lowest level at which goodwill is monitored for internal management purposes, being the subsidiaries (note 12).
Other intangible assets and capitalised development costs
Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the group are recognised as intangible assets where the following criteria are met:
Directly attributable costs that are capitalised as part of the product include employee costs and an appropriate portion of relevant overheads. Capitalised development costs are recorded as intangible assets and amortised from the point at which the asset is ready for use.
Development expenditure that do not meet the criteria above are recognized as an expense as incurred.
Refer to note 12 for details about amortisation methods and periods used by the Group for intangible assets.
These amounts represent liabilities for goods and services provided to the group prior to the end of the financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method.
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the facility to which it relates.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period.
For defined contribution plans, the group pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. The group has no further payment obligations once the contributions have been paid. The contributions are recognised as employee benefit expense when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are recognised as a deduction, net of tax, from the proceeds. On the repurchase of treasury shares, the purchase amount including directly attributable costs are recognised as a change in equity. Purchased shares are classified as treasury shares and reduce total equity. When treasury shares are sold, the received amount is recorded as an increase in equity, and the subsequent gain on the transaction is recognised in share premium.
Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the entity, on or before the end of the reporting period but not distributed at the end of the reporting period.
Basic earnings per share is calculated by dividing:
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to consider:
All amounts disclosed in the financial statements and notes have been rounded off to the nearest thousand currency units unless otherwise stated.
The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the actual results. Management also needs to exercise judgement in applying the group's accounting policies.
This note provides an overview of the areas that involved a higher degree of judgement or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be wrong. Detailed information about each of these estimates and judgements is included in other notes together with information about the basis of calculation for each affected line item in the financial statements.
The areas involving significant estimates or judgements are:
Estimates and judgements are continually evaluated. They are based on historical experience and other factors, including expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances.
The group's management examines the group's performance both from a product and services perspective and has identified three reportable segments of its business:
Energy - Help customers master the energy transition by enabling end-to-end optimisation of the green energy value-chain by offering software solutions and consulting services related to forecasting and optimisation of the different energy markets.
Power Grid - Enable power distributors to support electrification of society by unlocking flexibility and digital management of the Power Grid. The group offer both software solutions and consulting services.
Infrastructure - Deliver flexible capabilities for digital water management, consisting of both software solutions and consulting services. Help automate processes and machines for the construction industry.
In order to asses the performance of the operating segments, the group's management uses a measure of adjusted earnings before interest, tax, depreciation and amortisation (adjusted EBITDA, see below). Compared to EBITDA, Non-recurring items - items that are not part of the ordinary business, such as M&A activities, costs related to the cyber-incident, stay-on bonus and share based remuneration scheme are excluded. In addition, external costs related to implementation of corporate back-office cloud-based systems (e.g. ERP) are considered non-recurring. In accordance with IFRS IC agenda decision (Configuration or Customisation Costs in a Cloud Computing Arrangement) from April 2021, these costs have not been capitalized, as they previously would have been. In addition the key performing indicators recurring revenue growth, recurring revenue (as percentage of total revenues), SaaS revenue growth (SaaS) and SaaS revenue (as a percentage of total revenues) are assessed each month.
The other segments and eliminations section includes the elimination of intersegment sales. Segment data for the years ended 31 December 2022 and 2021 are presented below. The measurement basis of segment profit is net operating income.
Note 3 continues on next page
| Amounts in NOK 1000 | Energy | Power Grid |
Infra structure |
Un allocated |
Total |
|---|---|---|---|---|---|
| Full year 2022 | |||||
| Operating revenues | 761 892 | 254 029 | 200 976 | 1 216 896 | |
| Other income | 2 572 | 2 572 | |||
| Total revenues and other income | 764 464 | 254 029 | 200 976 | 0 | 1 219 468 |
| Materials and consumables used | 124 416 | 56 207 | 27 587 | 72 | 208 282 |
| Employee benefit expenses | 347 363 | 150 655 | 104 425 | 602 443 | |
| Other operating expenses | 134 746 | 35 482 | 35 282 | 205 511 | |
| Adjusted EBITDA | 157 939 | 11 684 | 33 681 | -72 | 203 232 |
| Non-recurring items | 41 796 | 8 261 | 6 552 | 56 609 | |
| EBITDA | 116 143 | 3 423 | 27 129 | -72 | 146 623 |
| Depreciation and amortisation | 61 853 | 21 029 | 23 587 | 106 470 | |
| Impairment | 0 | ||||
| Net operating income/(loss) | 54 290 | -17 606 | 3 542 | -72 | 40 154 |
| Energy | Power Grid |
Infra structure |
Unallocated | Total | |
|---|---|---|---|---|---|
| Amounts in NOK 1000 | |||||
| Full year 2021 | |||||
| Operating revenues | 595 020 | 248 849 | 196 623 | -1 417 | 1 039 075 |
| Other income | 6 473 | 9 154 | 4 378 | 1 598 | 21 603 |
| Total revenues and other income | 601 493 | 258 003 | 201 001 | 181 | 1 060 678 |
| Materials and consumables used | 88 219 | 46 462 | 24 464 | 0 | 159 145 |
| Employee benefit expenses | 286 683 | 132 875 | 94 107 | 0 | 513 665 |
| Other operating expenses | 102 456 | 46 583 | 25 470 | 0 | 174 509 |
| Adjusted EBITDA | 124 135 | 32 083 | 56 960 | 181 | 213 359 |
| Non-recurring items | 38 218 | 25 374 | 11 642 | 75 234 | |
| EBITDA | 85 917 | 6 709 | 45 318 | 181 | 138 125 |
| Depreciation and amortisation | 54 297 | 18 390 | 19 236 | 0 | 91 923 |
| Impairment | 1 174 | 0 | 1 174 | ||
| Net operating income/(loss) | 30 447 | -11 681 | 26 082 | 181 | 45 028 |
The entity headquarter is located in Norway. The amount of its revenue from external customers, broken down by location of the companies in the group is shown in the below table.
| Amounts in NOK 1000 | 2022 | 2021 |
|---|---|---|
| Norway | 846 997 | 666 426 |
| Europe | 367 734 | 366 600 |
| Rest of the world | 2 165 | 6 049 |
| Operating revenues | 1 216 895 | 1 039 075 |
Accounting principles and information related to external customers are described in note 1. There are no customers that represents 10% or more of the Group's total revenues on an annual basis.
The group derives revenue from the transfer of goods and services over time and at a point in time in the following major product and service lines:
| Power | Infra | ||||
|---|---|---|---|---|---|
| Amounts in NOK 1000 | Energy | Grid | structure | Unallocated | Total |
| 2022 | |||||
| Segment revenue | 764 464 | 254 029 | 200 976 | 0 | 1 219 468 |
| Revenue from external customers | 764 464 | 254 029 | 200 976 | 0 | 1 219 468 |
| Timing of revenue recognition | |||||
| At a point in time | 233 919 | 17 438 | 8 097 | 259 454 | |
| Over time | 530 544 | 236 591 | 192 879 | 0 | 960 014 |
| Total | 764 464 | 254 029 | 200 976 | 0 | 1 219 468 |
| 2021 | |||||
| Segment revenue | 601 493 | 258 003 | 201 001 | 181 | 1 060 678 |
| Revenue from external customers | 601 493 | 258 003 | 201 001 | 181 | 1 060 678 |
| Timing of revenue recognition | |||||
| At a point in time | 184 248 | 43 | 35 | 26 | 184 352 |
| Over time | 417 245 | 257 960 | 200 966 | 155 | 876 326 |
| Total | 601 493 | 258 003 | 201 001 | 181 | 1 060 678 |
The timing of revenue recognition, billings and cash collections results in billed trade receivables, unbilled receivables (contract assets), and prepayments and deposits from customers (contract liabilities). The table below shows the amounts of contract assets and contract liabilities at year end related to ongoing projects.
| Amounts in NOK 1000 | 2022 | 2021 |
|---|---|---|
| Trade receivables | 390 863 | 371 527 |
| Contracts with at-delivery billing | ||
| Booked income | 53 597 | 74 739 |
| Payments recieved | 584 | -9 144 |
| Contract assets | 54 181 | 65 595 |
| Contracts with advance billing | ||
| Payment received | 20 912 | 34 911 |
| Booked income | 10 498 | 13 777 |
| Contract liabilities | 31 411 | 48 688 |
| Net contract assets/-liabilities | 22 771 | 16 906 |
| Booked income from uncompleted contracs per 31.12 | ||
| Booked accrued income per 31.12 | 109 095 | 137 630 |
| Booked accrued expenses per 31.12 | -112 540 | -181 892 |
| Reported margin per 31.12 | -3 445 | -44 262 |
The change in contract liability mainly relates to billing of maintenace services in the energy segment, which cannot be recognised as revenue at year end.
The Group considers on a regular basis whether there exists any onerous contracts. In case of any onerous contracts provisions for loss regarding the remaining period on the contracts are recognised in the period the current period.
The Group has an onerous contract related to a specific project, provision for loss are shown in the table below:
| Amounts in NOK 1000 | 2022 | 2021 |
|---|---|---|
| Balance at 1 January | 31 118 | 10 668 |
| Changes in expected losses (loss rates) and outstanding receivables (volume) |
4 145 | 33 758 |
| Realised losses during the period (-) | -18 300 | -13 308 |
| Balance at 31 December | 16 963 | 31 118 |
| Amounts in NOK 1000 | 2022 | 2021 |
|---|---|---|
| Salaries | 635 776 | 555 602 |
| Social security contributions | 79 335 | 55 681 |
| Pension costs | 33 437 | 29 788 |
| Capitalised development cost | -136 340 | -104 161 |
| Share-based payment (IFRS2) | 9 100 | |
| Other benefits | 11 236 | 12 400 |
| Total employee benefit expenses | 632 543 | 549 310 |
| Average number of employees | 736 | 707 |
| Amounts in NOK 1000 | 2022 | 2021 |
|---|---|---|
| Present value of funded liabilities | 22 012 | 22 078 |
| Fair value of pension assets | -27 891 | -29 727 |
| Present value of net liabilities | -5 879 | -7 648 |
| Of which presented as pension assets | 5 879 | 7 648 |
| Change in recognised net liability for defined-benefit pensions | ||
| Net funded defined-benefit pension liability as at 1 January | -7 648 | -4 833 |
| Paid-in contributions | 3 383 | -5 928 |
| Paid out from the scheme | ||
| Actuarial (gains) losses from other comprehensive income | -1 920 | 2 633 |
| Costs of defined-benefit schemes | 307 | 479 |
| Net liability for defined-benefit schemes as at 31 December | -5 879 | -7 648 |
| Costs recognised in the income statement | ||
| Costs relating to this period's pension entitlements | 22 | 139 |
| Interest on the liabilities | 403 | 380 |
| Expected return on pension plan assets | -552 | -467 |
| Recognised employers' contributions | 434 | 427 |
| Effect of partial discontinuation of Board pensions | ||
| Expenses from defined benefit plans | 307 | 479 |
| Costs of defined-contribution pension schemes | 33 129 | 29 309 |
| Net interest on pension liabilities transferred to finance | ||
| Total pension costs | 33 437 | 29 788 |
The amended guidelines for remuneration of leading persons in the Volue group including the establishment of the share option plan was approved by the shareholders at the 2021 extraordinary general meeting.
The share option plan is based on a structure in which the Company's senior management and certain other key employees are granted share options in the Company. Each share option carries the right to acquire one share in the Company. The total number of share options that may be issued under the plan is 2,397,747 for the first-year grant of options and 2,867,621 for the second-year grant of options.
The share options vest three years after the date of grant (service condition) and will lapse if not exercised within seven years following the date of grant. For the share options to vest, a minimum average share price development of 4.5% p.a. is required (performance condition).
Upon any exercise of share options, the Company may settle its obligations by selling the relevant number of shares or by payment in cash. The share option plan has been treated as an equity-settled plan under IFRS. The strike price of the share options will be based on the volume weighted average share price over the ten last trading days preceding the grant date. The total profit each option holder may achieve shall be limited to 300% of the fair market value of the share at grant.
Set out below are summaries of options granted under the plan:
| 2022 | 2021 | |||
|---|---|---|---|---|
| Average exercise price per share option |
Number of options |
Average exercise price per share option |
Number of options |
|
| As at 1 January | 70.00 | 1 781 085 | 0 | 0 |
| Granted during the year | 34.90 | 2 658 229 | 70.00 | 1 781 085 |
| Exercised during the year | 0 | 0 | 0 | 0 |
| Forfeited during the year | 70.00 | 107 875 | 0 | 0 |
| As at 31 December | 48.46 | 4 331 439 | 70.00 | 1 781 085 |
| Vested and exercisable at 31 December |
0 l | 0 l |
No options expired during the periods covered by the tables above.
Note 5 continues on next page
Share options outstanding at the end of the year have the following expiry dates and exercise prices:
| Expiry date | Exercise price | Share options 31 December 2022 |
Share options 31 December 2021 |
|---|---|---|---|
| 20 December 28 | 70.00 | 1 673 210 | 1 781 085 |
| 18 December 29 | 34.90 | 2 658 229 | 0 |
| 4 331 439 | 1 781 085 | ||
| 6.58 years | 6.97 years | ||
| Grant date | outstanding at the end of period | Weighted average remaining contractual life of options |
The assessed fair value at grant date of options grated during the year ended 31 December 2022 was NOK 7.6 per option (2021 – NOK 15.2). The fair value at grant date is independently determined using an adjusted form of the Black-Scholes model that considers the exercise price, the term of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield, the risk-free interest rate for the term of the option, and the volatilities of the peer group companies.
The model inputs for options granted during the year ended 31 December 2021 included:
The estimated expected price volatility is based on median of volatilities of the peer group companies over an historical period of 5 years since Volue has a short historical period only. The estimated expected lifetime of the options is set at 5 years.
Total expenses arising from share options are recognized during the period as part of employee benefit expenses and based on expected vesting of 75% regarding service condition.
Total expenses arising from share-based payment transactions recognized during the period as part of employee benefit. Expenses were as follows (in NOK 1000):
| 2022 | 2021 | |
|---|---|---|
| Expense of options issued under employee share option plan | 9 100 | 0 |
| Total expenses | 9 100 | 0 |
| Amounts in NOK 1000 | 2022 | 2021 |
|---|---|---|
| Contractors | 2 734 | 14 801 |
| Maintenance property, plant and equipment | 414 | 2 048 |
| Premises, service and office costs | 38 022 | 33 287 |
| Audit and other fees | 85 373 | 69 220 |
| Company cars, lifts and trucks | 3 131 | |
| Communication cost | 4 988 | |
| Travelling costs | 19 004 | 5 010 |
| Sales and marketing costs | 15 380 | 2 994 |
| Manufacturing indirect cost | 5 849 | |
| Insurances | 1 744 | 1 874 |
| ICT costs | 14 903 | 48 099 |
| Realised bad debts | 17 | 593 |
| Other operating costs | 41 760 | 18 937 |
| Total operating expenses | 233 319 | 196 863 |
| Remuneration to auditor | ||
| Statutory audit | 4 165 | 5 194 |
| Other assurance services | 162 | 350 |
| Tax advicsory | 575 | 338 |
| Other non-audit services | 5 757 | 2 187 |
| Total remuneration to auditor | 10 660 | 8 069 |
Remuneration to auditor also include services related to equity transactions.
The tax rate was 22% in 2021 and 2022. The 22% tax rate was used to calculate Deferred tax assets and Deferred tax liabilities as at 31 December 2022. Tax loss carry forward are related to Volue ASA, Volue Market Services AS and Volue Industrial IoT AS. In Volue Market Service most of the tax loss carry forward is not recognized.
| Amounts in NOK 1000 | 2022 | 2021 |
|---|---|---|
| Tax payable on ordinary income | 23 161 | 20 516 |
| Adjustment for previous years | -3 008 | -18 |
| Current tax expense | 20 153 | 20 498 |
| Effect of change in temprary differences | -3 074 | -8 614 |
| Total deferred tax expense | -3 074 | -8 614 |
| Total tax expense in the income statement | 17 079 | 11 884 |
| Reconciliation of effective tax rate | ||
| Profit / (loss) before income tax | 36 244 | 39 503 |
| Tax based on current ordinary tax rate | -48 737 | 15 924 |
| Effect of different tax rates abroad | 3 473 | 140 |
| Effect of non-deductible expenses | 67 840 | 3 772 |
| Effect of non-taxable income | -4 098 | -7 945 |
| Effect of unrecognised tax loss carryforward | 1 021 | -1 761 |
| Effect of changed tax rates | ||
| Effect of changed tax assessments for previous years | -2 420 | 1 753 |
| Total tax expense | 17 079 | 11 884 |
| Effective tax rate | 47% | 30% |
Note 7 continues on next page
| Amounts in NOK 1000 | Assets | Liabilities | Net liabilities |
|---|---|---|---|
| 2022 | |||
| Property, plant and equipment | 1 130 | -11 690 | -10 560 |
| Goodwill, intangible assets | 7 211 | -20 697 | -13 486 |
| Construction contracts | 0 | -2 627 | -2 627 |
| Inventories | 0 | 0 | 0 |
| Overdue receivables | 76 | 0 | 76 |
| Leases | 3 752 | -137 | 3 615 |
| Gains and losses account | 0 | 0 | 0 |
| Provisions | 66 | 0 | 66 |
| Other items | 38 | -2 202 | -2 164 |
| Employee benefits | 0 | -1 287 | -1 287 |
| Tax loss carryforward | 3 392 | 0 | 3 392 |
| Unrecognised tax loss carryforward | 102 | 0 | 102 |
| Recognised tax loss carryforward | 3 494 | 0 | 3 494 |
| Deferred tax asset/liability | 15 766 | -38 640 | -22 874 |
| Offsetting of assets and liabilities | -15 766 | 15 766 | |
| Net deferred tax asset/liability | 0 | 22 874 | -22 874 |
| 2021 | |||
| Property, plant and equipment | 1 087 | -15 440 | -14 353 |
| Goodwill, intangible assets | 7 509 | -20 041 | -12 532 |
| Construction contracts | 0 | -2 167 | -2 167 |
| Inventories | 0 | 0 | 0 |
| Overdue receivables | 242 | 0 | 242 |
| Leases | 4 034 | -107 | 3 927 |
| Gains and losses account | 0 | 0 | 0 |
| Provisions | 66 | 0 | 66 |
| Other items | 36 | -2 086 | -2 050 |
| Employee benefits | 593 | -2 219 | -1 626 |
| Tax loss carryforward | 3 266 | 0 | 3 266 |
| Unrecognised tax loss carryforward | 738 | 0 | 738 |
| Recognised tax loss carryforward | 4 004 | 0 | 4 004 |
| Deferred tax asset/liability | 17 570 | -42 061 | -24 490 |
| Offsetting of assets and liabilities | -12 861 | 12 861 | |
| Net deferred tax asset/liability | 4 709 | -29 200 | -24 490 |
| Amounts in NOK 1000 | 2022 | 2021 |
|---|---|---|
| Raw materials | 25 005 | 15 814 |
| Work in progress | 0 | 978 |
| Finished goods | 4 483 | 3 103 |
| Total inventories | 29 488 | 19 895 |
There have been no write-downs in the period.
| Amounts in NOK 1000 | 2022 | 2021 |
|---|---|---|
| Trade receivables from contracts with customers Loss allowence |
395 272 -4 409 |
373 165 -1 638 |
| Total | 390 863 | 371 527 |
| Amounts in NOK 1000 | 2022 | 2021 |
|---|---|---|
| Balance at 1 January | -1 638 | -1 805 |
| New write-downs recognised during the year | -2 342 | 204 |
| Realised loss during the period | -429 | -37 |
| Balance at 31 December | -4 409 | -1 638 |
For more information about credit risk and write-downs, see note 16.
| Amounts in NOK 1000 | 2022 | 2021 |
|---|---|---|
| Other receivables | 118 690 | 115 919 |
| Prepayments | 33 297 | 32 412 |
| Total | 151 987 | 148 331 |
| Total trade and other receivables | 542 850 | 519 858 |
| Amounts in NOK 1000 | 2022 | 2021 |
|---|---|---|
| Total cash and cash equivalents | 446 350 | 404 390 |
| Restricted cash | 150 509 | 89 237 |
Restricted cash are related to tax funds and to trading, which is a part of Volue Market Services AS' business.
| Vehicles, | ||||
|---|---|---|---|---|
| Amounts in NOK 1000 | machinery and equipment |
Buildings and land |
RoU assets |
Total |
| Year ended 31 December 2021 | ||||
| Cost at 1 January 2021 | 135 538 | 3 312 | 187 654 | 326 504 |
| Additions | 13 026 | 133 | 13 159 | |
| Aquisitions through business combinations | 960 | 960 | ||
| Disposals | 0 | |||
| Disposal of companies and businesses | 0 | |||
| Change in RoU | 5 611 | 5 611 | ||
| Exchange differences | 977 | -362 | 615 | |
| Cost at 31 December 2021 | 150 501 | 3 446 | 192 902 | 346 849 |
| Accumulated depreciation at 1 January 2021 | 112 960 | 0 | 51 051 | 164 010 |
| Depreciation | 10 687 | 58 | 29 720 | 40 465 |
| Impairment | 606 | 606 | ||
| Aquisitions through business combinations | 0 | |||
| Disposal of companies and businesses | 0 | |||
| Change in RoU | -511 | -511 | ||
| Exchange differences cost | 1 364 | -60 | 1 304 | |
| Accumulated depreciation at 31 December 2021 | 125 617 | 58 | 80 199 | 205 874 |
| Carrying amount at 31 December 2021 | 24 883 | 3 388 | 112 703 | 140 975 |
| Vehicles, | ||||
|---|---|---|---|---|
| machinery and |
Buildings | RoU | ||
| Amounts in NOK 1000 | equipment | and land | assets | Total |
| Year ended 31 December 2022 | ||||
| Cost at 1 January 2022 | 150 501 | 3 446 | 192 902 | 346 849 |
| Additions | 14 009 | 44 | 14 053 | |
| Aquisitions through business combinations | 0 | |||
| Disposals | -1 367 | -1 367 | ||
| Disposal of companies and businesses | 0 | |||
| Change in RoU | 7 409 | 7 409 | ||
| Exchange differences | 910 | 560 | 1 471 | |
| Cost at 31 December 2022 | 164 054 | 3 490 | 200 872 | 386 416 |
| Accumulated depreciation at 1 January 2022 | 125 617 | 58 | 80 199 | 205 874 |
| Depreciation | 11 591 | 71 | 27 280 | 38 942 |
| Impairment | 0 | |||
| Aquisitions through business combinations | 0 | |||
| Disposal | -1 087 | -1 087 | ||
| Change in RoU | 0 | |||
| Exchange differences cost | 717 | 119 | 835 | |
| Accumulated depreciation at 31 December 2022 | 136 838 | 129 | 107 597 | 244 565 |
| Carrying amount at 31 December 2022 | 27 216 | 3 361 | 93 275 | 123 852 |
Property, plant and equipment is recognized at historical cost less depreciation. Depreciation is calculated using the straight-line method to allocate the cost or revalued amounts of the assets, net of their residual values, over their estimated useful lives as follows:
See note 1 for the other accounting policies relevant to property, plant and equipment. More information regarding right of use assets are presented in note 14 Leases.
Right of use assets is mainly related to property.
| Amounts in NOK 1000 | Goodwill | Other intangible assets |
Capital ised develop ment cost |
Total |
|---|---|---|---|---|
| Year ended 31 December 2021 | ||||
| Cost at 1 January 2021 | 251 051 | 91 863 | 439 064 | 781 978 |
| Additions | 6 309 | 97 916 | 104 225 | |
| Aquisitions through business combinations | 20 182 | 9 028 | 7 158 | 36 368 |
| No longer in use | -394 | -1 926 | -270 809 | -273 129 |
| Reclassification | -22 007 | 22 007 | 0 | |
| Exchange differences | -5 360 | -3 139 | -337 | -8 836 |
| Cost at 31 December 2021 | 265 479 | 80 129 | 294 999 | 640 606 |
| Accumulated amortisation at 1 January 2021 | 0 | 18 365 | 27 904 | 46 269 |
| Amortisation | 10 268 | 40 511 | 50 779 | |
| Impairment | 1 174 | 73 | 1 247 | |
| No longer in use | 0 | 0 | ||
| Reclassification | -16 780 | 16 780 | 0 | |
| Exchange differences cost | -209 | -8 | -217 | |
| Accumulated amortsation and impairment at 31 December 2021 |
1 174 | 11 717 | 85 187 | 98 078 |
| Carrying amount at 31 December 2021 | 264 305 | 68 412 | 209 812 | 542 528 |
Specifications for 2021 historical cost, no longer in use, reclassification and accumulated amortization on the Group level have been amended for 2022. This has no effect on P&L and BS.
| Cost at 31 December 2022 | 272 358 | 85 723 | 432 056 | 790 137 |
|---|---|---|---|---|
| Exchange differences | 6 880 | 3 606 | 1 414 | 11 899 |
| Aquisitions through business combinations | 0 | |||
| Additions | 1 988 | 135 644 | 137 632 | |
| Cost at 1 January 2022 | 265 479 | 80 129 | 294 999 | 640 606 |
| Accumulated amortisation at 1 January 2022 | 1 174 | 11 717 | 85 187 | 98 078 |
|---|---|---|---|---|
| Amortisation | 11 071 | 56 457 | 67 528 | |
| Impairment | 0 | |||
| Exchange differences cost | 975 | 193 | 1 168 | |
| Accumulated amortsation and impairment | ||||
| at 31 December 2022 | 1 174 | 23 763 | 141 836 | 166 773 |
| Carrying amount at 31 December 2022 | 271 184 | 61 959 | 290 220 | 623 364 |
Volue capitalize development cost related to development of a wide range of software solutions for the energy and infrastructure industries. The development of these software products will help customers manage and optimize their operations, assets, and resources in the future. The software products that Volue develop and capitalize include:
Energy Trading and Risk Management software: Enables energy traders to manage their physical and financial trades, as well as monitor and analyze market data and risks.
Energy Market Analysis software: Provides customers with up-to-date market information and analytics, helping them make informed decisions about energy trading and pricing.
Power System Analysis software: Helps customers manage and optimize their Power Grids, by providing real-time monitoring, forecasting, and optimization tools.
Asset Management software: Helps customers manage their assets throughout their lifecycle, from planning and construction to operation and maintenance.
Geographic Information System software: Enables customers to manage and analyze geographical data, helping them make informed decisions about infrastructure planning and management.
Water and Wastewater Management software: Helps customers manage their water and wastewater treatment plants, by providing real-time monitoring, forecasting, and optimization tools.
Goodwill monitored by management at the level of the subsidiaries (CGUs). A CGU-level summary of the goodwill allocation is presented below:
| Amounts in NOK 1000 | 2022 | 2021 |
|---|---|---|
| Volue Technology Group | 135 793 | 135 |
| Volue Insight AS | 0 | 2 402 |
| Volue Market Services AS | 6 630 | 6 630 |
| Volue Industrial IOT AS | 896 | 876 |
| Volue Germany GmbH (Likron GmbH) | 107 223 | 98 993 |
| Volue Energy GmbH (Procom GmbH) | 20 642 | 19 611 |
| Total Goodwill | 271 184 | 264 305 |
Intangible assets with definite useful life consists of internally generated intangible assets arising from development costs, licenses for software as well as added values related to customer relationships. Useful life varies between four and ten years and the assets are amortised over this period.
The group tests whether goodwill and other intangible assets with indefinite useful life has suffered any impairment on an annual basis. For the 2022 reporting periods, the recoverable amount of the groups of cash-generating units (CGUs) was determined based on value-in-use calculations which require the use of assumptions. The calculations use cash flow projections based on financial budgets approved by management.
If there are indications of impairment for the intangible assets with defined useful life, an impairment test is performed. For 2022, there are no such indications.
The return requirement for total capital (WACC before tax) is set at 12.0%. When calculating the return requirement, it is taken into account that the Group's earnings are in EUR and USD and that the business is cyclical. Risk-free interest is set at 3.0% and terminal growth is set at 2,5%. A sensitivity analysis based on unilateral change in estimated future revenues shows that a reduction of 28% may result in impairments.
The return requirement for total capital (WACC before tax) is set at 11.5 %. Risk-free interest is set at 3.0 % and terminal growth is set at 2 %. A sensitivity analysis based on unilateral change in estimated future EBITDA shows that a reduction of 93% may result in impairments.
The return requirement for total capital (WACC before tax) is set at 12 %. Risk-free interest is set at 3.0 % and terminal growth is set at 2 %. A sensitivity analysis based on unilateral change in estimated future EBITDA shows that a reduction of 25 % may result in impairments.
The return requirement for total capital (WACC before tax) is set at 12.5 %. Risk-free interest is set at 3.0 % and terminal growth is set at 2 %. A sensitivity analysis based on unilateral change in estimated future EBITDA shows that a reduction of 5% may result in impairments.
The return requirement for total capital (WACC before tax) is set at 11.5 %. When calculating the return requirement, it is taken into account that the Group's earnings are in EUR and USD and that the business is cyclical. Risk-free interest is set at 3.0 % and terminal growth is set at 2%. A sensitivity analysis based on unilateral change in estimated future revenues shows that a reduction of 6% may result in impairments.
The return requirement for total capital (WACC before tax) is set at 11.5 %. When calculating the return requirement, it is taken into account that the Group's earnings are in EUR and USD and that the business is cyclical. Risk-free interest is set at 3.0 % and terminal growth is set at 2%. A sensitivity analysis based on unilateral change in estimated future revenues shows that a reduction of 6% may result in impairments.
| Amounts in NOK 1000 | 2022 | 2021 |
|---|---|---|
| Loan to employees | 23 243 | 27 276 |
| Other investments | 11 357 | 12 439 |
| Total non current receivables and investments | 34 600 | 39 715 |
The loans to key management personnel are related to purchase of shares in Volue ASA and the shares are used as collateral according to the loan agreements. Interest rate for the loans is not below the threshold for making the loan a taxable benefit. At year end the interest rate was 2.3 %.
This note provides information for leases where the Group is a lessee.
The balance sheet shows the following amounts relating to leases:
| Amounts in NOK 1000 | 2022 | 2021 |
|---|---|---|
| Total right-of-use assets | 93 275 | 112 703 |
| Current lease liabilities | 18 970 | 27 675 |
| Non-current lease liabilities | 77 492 | 87 495 |
| Total lease liabilities | 96 462 | 115 170 |
The statement of income shows the following amounts relating to leases:
| Amounts in NOK 1000 | 2022 | 2021 |
|---|---|---|
| Total depreciation charge right-of-use assets | 27 280 | 29 720 |
| Interest expense | 3 644 | 4 357 |
The group has no variable rate leases. Amounts expensed in the income statement elates to low value leases that are immaterial to these financial statements.
| Amounts in NOK 1000 | 2022 | 2021 |
|---|---|---|
| Trade payables | 397 362 | 350 686 |
| Other current liabilities | 380 469 | 296 066 |
| Total | 777 831 | 646 751 |
Trade payables are unsecured and are usually paid within 30 days of recognition. The carrying amounts of trade and other payables are considered to be the same as their fair values, due to their short-term nature.
| Amounts in NOK 1000 | 2022 | 2021 |
|---|---|---|
| Earn-out 2020 (see note 21) | 60 431 | 57 253 |
| Onerous contracts (see note 4) | 16 963 | 31 118 |
| Total | 77 394 | 88 371 |
| Amounts in NOK 1000 | 2022 | 2021 |
|---|---|---|
| Publix taxes | 56 530 | 62 887 |
| Loans to related parties | 31 141 | 40 981 |
| Accrued expenses | 126 362 | 136 572 |
| Paid in collatorals from customers | 127 984 | 29 026 |
| Other current liabilities | 38 453 | 26 599 |
| Total | 380 469 | 296 066 |
This note explains the group's exposure to financial risks and how these risks could affect the group's future financial performance. Current year profit and loss information has been included where relevant to add further context.
Volue's Board of Directors and Executive Management conduct risk assessments relating to various dimensions and aspects of operations, to verify that adequate risk management systems are in place. The Group's risk management is predominantly controlled by the finance departments in the group companies, under policies approved by the Board of Directors. The responsible identifies, evaluates, and hedges financial risks in close co-operation with the Group's operating units. The Board provides written principles for overall risk management, as well as policies covering specific areas, such as currency risk, interest rate risk and credit risk.
Volue operates on an international level, and provides software solutions, platforms and related services within various market segments, including energy and electricity, infrastructure and construction. The Group's operations may consequently be affected by global economic and political conditions in the markets in which it operates, especially in the Nordics and DACH region which the Group considers as its most important markets. The outlook for the world economy remains subject to uncertainty. Downturns in general economic conditions, whether globally or in the specific regional and/or end markets segments in which the Group operates, can result in reduced demand for, and lower prices of, the Group's software solutions and platforms, which could have a material negative impact on the Group's revenues, profitability and growth prospects.
Both the technology market and the energy market are highly competitive, especially in relation to software solutions and investment services offered to participants within the energy markets. Some of the Group's competitors are large, sophisticated and well-capitalised technology and software companies that may have greater financial, technical and marketing resources than the Group. Furthermore, these competitors may have larger research and development expenditures, and thereby, have a greater ability to fund product and system research and can respond more quickly to new or emerging technologies or trends in the energy market or changes in customer demands. Increased competition in the energy market could result in price reductions, loss of market share, reduced margins and fewer customer orders.
The Group's software solutions, platforms, analyses, and trading and management services are based on complex software technology. The Group sets high-quality and security standards for its products and services, but it is possible that software solutions and platforms may contain errors or defects or otherwise not perform as expected. Although the Group carries out control procedures for testing, monitoring, securing and developing its solutions and platforms, there is a risk that these procedures may fail to test for all possible conditions for use, or identify all defects or errors in the specific software used in its solutions and platforms. Defects or other errors or failures could occur in the actual solutions or within the software or platform in which the solutions and related services are based. Such damage may cause material liability claims against the Group, as well as significant costs for the Group.
The Group's business is subject to price risk. There is no guarantee that the Group will be able to obtain the expected prices for its software solutions, platforms, analyses, and trading and management services, and any change in the market conditions, including in the global technology and energy markets or in a specific regional and/or end markets in which the Group operates, could lead to lower sales prices or volumes of the Group's products and services. If expected prices for products and services are not obtained or the Group experiences lower sales volumes, this may adversely impact the Group's business, financial position and profits.
The Group's business is subject to currency and exchange rate risk. The foreign exchange rate risk for the Group relates to the fact that the Group's business transactions and operations are made in several currencies other than NOK, including EUR, SEK, DKK, PLN and CHF. The Group practice hedge accounting only on a few project and the related amounts are immaterial, hence no further information about this. The overall currency risk for the group is considered to be low, due to both revenues and cost in currency reflecting a low currency risk for the group.
Note 16 continues on next page
To provide an indication about the reliability of the inputs used in determining fair value, the group has classified its financial instruments into three levels.
Level 1: The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and equity securities) is based on quoted market prices at the end of the reporting period. The quoted market price used for financial assets held by the group is the current bid price. These instruments are included in level 1.
Level 2: The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities.
All financial assets and liabilites are measured at amortised cost, except for the financial instruments below.
| Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|
| - | - | ||
| - | - | - | - |
| - | - | 60 431 | 60 431 |
| - | - | 60 431 | 60 431 |
| Amounts in NOK 1000 | Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| 2021 | ||||
| Financial assets | ||||
| Financial assets at fair value through profit or loss (FVPL) |
- | - | ||
| Total finacial assets at fair value | - | - | - | - |
| Finacial liabilities | ||||
| Earn-out (see note 21) | - | - | 57 253 | 57 253 |
| Total financial liabilities | - | - | 57 253 | 57 253 |
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions. The group maintains flexibility in funding by maintaining availability under committed credit lines.
The group's main interest rate risk arises from bank overdrafts, which expose the group to cash flow interest rate risk. At year end all bank overdrafts agreements are using NIBOR as fixed rate. The amounts are carried at amortised cost.
The Group had significant amounts of cash and cash equivalents on accounts with floating interest rate, hence exposure to interest rate risk.
| Amounts in NOK 1000 | Carrying amount |
Contractual cash flows |
6 months or less |
6 to 12 months |
1 to 2 years |
2 to 5 years |
Over 5 years |
|---|---|---|---|---|---|---|---|
| 2022 | |||||||
| Obligations from leases | 96 462 | 96 570 | 8 023 | 14 401 | 17 792 | 21 172 | 35 182 |
| Bank overdraft | 6 892 | 6 892 | 5 870 | 1 022 | - | - | - |
| Trade and other payables | 397 362 | 397 362 | 397 362 | - | - | - | - |
| Other curr. liabilities | 435 558 | 435 558 | 310 739 | 124 819 | - | - | - |
| Other non-current liabilities | 15 299 | 15 299 | 789 | 789 | 778 | 991 | 11 952 |
Note 16 continues on next page
Credit risk arises from cash and cash equivalents, contractual cash flows of debt investments carried at amortised cost, at fair value through other comprehensive income (FVOCI) and at fair value through profit or loss (FVPL), favorable derivative financial instruments and deposits with banks and financial institutions, as well as credit exposures related to sales, including outstanding receivables. The Group has a credit risk policy and is following up credit risk on a regular basis.
Provisions for losses are based on individual assessment of each item and customer. Expected loss in categories without any provisions made is based on the assumption that there are not risk of any material losses.
| Amounts in NOK 1000 | 2022 | 2021 |
|---|---|---|
| Balance at 1 January | -1 638 | -1 805 |
| Changes in expected losses (loss rates) and outstanding receivables (volume) |
-2 341 | 204 |
| Realised losses during the period (-) | -429 | -38 |
| Balance at 31 December | -4 409 | -1 638 |
| Amounts in NOK 1000 | External customer rec not due |
External customer rec 1-30 days past due |
External customer rec 31-60 days past due |
External customer rec 61-90 days past due |
External customer rec > 90 days past due |
Trade accounts receivable |
|---|---|---|---|---|---|---|
| 2022 | ||||||
| Outstanding trade receivables | 341 944 | 41 013 | 3 313 | 2 889 | 5 405 | 394 564 |
| Provision for losses | 0 | 0 | -719 | -1 719 | -1 971 | -4 409 |
| 2021 | ||||||
| Outstanding trade receivables | 312 173 | 46 597 | 6 721 | 4 286 | 3 388 | 373 165 |
| Provision for losses | 0 | 0 | -350 | -350 | -938 | -1 638 |
This note provides information on the contractual terms of the Group's interestbearing loans and borrowings. For more information on the Group's interest rate risk and foreign exchange risk see Note 16.
| Amounts in NOK 1000 | 2022 | 2021 |
|---|---|---|
| Loans secured by pledged assets | ||
| Bank overdraft | 6 892 | 17 529 |
| Total borrowings | 6 892 | 17 529 |
The group has a warranty in one of its subsidiaries on NOK 400 million that is secured through trade receivables.
| Amounts in NOK 1000 | 2022 | 2021 |
|---|---|---|
| Assets pledged for borrowing facility and warranties | ||
| Other property | - | - |
| Inventories | - | - |
| Trade receivables | 222 664 | 248 729 |
| Total security for borrowing facility and warranties | 222 664 | 248 729 |
The table below reconciles the movement in financial liabilites to cash flow from financing activities.
| Short-term borrowings | Long-term borrowings | Lease liabilities | Total financial liabilities | |||||
|---|---|---|---|---|---|---|---|---|
| Amounts in NOK 1000 | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 |
| Balance at 1 January | 17 529 | 3 695 | 5 640 | 115 170 | 138 831 | 138 340 | 142 527 | |
| Cash Flow | -10 638 | 3 636 | 1 052 | 5 640 | -26 047 | -30 940 | -35 632 | -21 664 |
| Non cash changes | ||||||||
| New lease liabilities recognised/implementation of IFRS 16 | 7 409 | 5 611 | 7 409 | 5 611 | ||||
| Other non-cash changes | 10 198 | -2 609 | -72 | 1 668 | -2 681 | 11 866 | ||
| Balance at 31 December | 6 892 | 17 529 | 4 083 | 5 640 | 96 462 | 115 170 | 107 436 | 138 340 |
| Amounts in NOK 1000 | 2022 | 2021 |
|---|---|---|
| Interest income | 3 288 | 2 665 |
| Currency exchange income | 10 661 | 15 527 |
| Other finance income | 1 988 | 181 |
| Total Finance income | 15 938 | 18 373 |
| Interest expense | 1 491 | 1 581 |
| IFRS 16 interest | 3 644 | 4 357 |
| Currency exchange expense | 12 370 | 15 618 |
| Other finance cost | 2 343 | 2 342 |
| Total finance cost | 19 847 | 23 898 |
| Net finance items | -3 910 | -5 525 |
| Amounts in NOK 1000 | 2022 | 2021 |
|---|---|---|
| Ordinary shares | 143 869 714 | 143 869 714 |
| Share capital | 57 548 | 57 548 |
| Share premium | 4 440 635 | 4 440 567 |
At 31 December 2022 there were 143 869 714 ordinary shares each with a par value of NOK 0.40. They entitle the holder to participate in dividends, and to share in the proceeds of winding up the company in proportion to the number of and amounts paid on the shares held.
| Changes in share capital | Share capital |
Share premium |
|---|---|---|
| Share capital 1 January 2022 | 57 548 | 4 440 567 |
| Transactions in own shares | 68 | |
| Share capital at year end 2022 | 57 548 | 4 440 635 |
There are no paid out dividends in 2022.
| Investor | Number of shares |
% of major shareholders |
% of total | Country |
|---|---|---|---|---|
| Arendals Fossekompani ASA | 86 316 779 | 77.29% | 60.03% | Norway |
| The Northern Thrust Company | 8 757 539 | 7.84% | 6.09% | USA |
| State Street Bank and Trust Comp | 3 544 251 | 3.17% | 2.46% | USA |
| The Northern Thrust Company | 3 435 209 | 3.08% | 2.39% | USA |
| The Bank of New York Mellon SA | 1 974 900 | 1.77% | 1.37% | USA |
| State Street Bank and Trust Comp | 1 670 246 | 1.50% | 1.16% | USA |
| Citibank | 1 565 800 | 1.40% | 1.09% | USA |
| Obligasjon 2 AS | 1 490 315 | 1.33% | 1.04% | Norway |
| Ulefoss Invest AS | 1 470 987 | 1.32% | 1.02% | Norway |
| Havfonn Invest AS | 1 456 790 | 1.30% | 1.01% | Norway |
| Other shareholders (holding less than 1%) | 32 186 898 | 22.33% | ||
| Total all shareholders | 143 869 714 | 100.00% | 100.00% |
Basic earnings per share are based on profit attributable to the equity holders of the parent and the weighted average number of outstanding ordinary shares.
| Amounts in NOK 1000 | 2022 | 2021 |
|---|---|---|
| Net profit for the year | 19 166 | 27 619 |
| Attributable to non-controlling interests | -177 | -205 |
| Attributable to ordinary shares | 19 343 | 27 825 |
| Profit | 19 166 | 27 619 |
| Attributable to non-controlling interests | -177 | -205 |
| Attributable to ordinary shares | 19 343 | 27 825 |
| Weighthed number of ordniary shares, basic and diluted | 143 551 330 | 143 582 855 |
| Number of shares end of period | 143 551 039 | 143 869 714 |
| Basic and diluted earnings per share | 0.13 | 0.19 |
On 1 October 2021 Volue ASA acquired 100% of the issued share capital of Procom GmbH.
Procom is a strategic acquisition for Volue, cementing our European position in an increasingly important of market footprint in the DACH region. The company especially focus on optimalisation solution for especially large and mid size customers. Procom will be a part of the Energy segment. Details of the purchase consideration, the net assets acquired and goodwill are as follows;
Amounts in NOK 1000
| Ordinary shares issued | 3 843 |
|---|---|
| Holdback | 5 310 |
| Total purchase consideration | 23 153 |
There was used a seller credit related to the share issue. Remaining holdback is related to escrow accounts and adjustment related to performance of Procom GmbH towards 30 June 2022. The performance related payment is related to revenues of Procom GmbH from 1 July 2021 until 30 June 2022, and positive or negative deviation from baseline will give adjustment on the purchase price. There are no other earn-out mechanisms or other deferred payment after 30 June 2022.
Amounts in NOK 1000
| Intangible assets | 17 700 |
|---|---|
| Fixed assets | 1 800 |
| Investments | 8 200 |
| Trade receivables | 5 400 |
| Other receivables | 8 600 |
| Cash and cash equivalents | 4 900 |
| Trade payables | -1 600 |
| Other current liabilities | -35 100 |
| Deferred tax liability | -5 000 |
| Net assets acquired | 4 900 |
| Purchase price shares in Procom | 23 153 |
| Goodwill | 18 253 |
The PPA is final and there has not been any changes in fair value calculation. Procom had a loss of 1 682 TNOK in 2021. In the transaction of Procom GmbH the automation business was carved out as part of the transaction structure, and prior to the transaction the company operated as one company. Proforma figures for revenues and loss has not been estimated.
| Investor | Ownership held by the group |
Ownership held by the non-controlling interests |
Domicile |
|---|---|---|---|
| Volue Denmark ApS | 94.76% | 5.24% | Denmark |
| Volue Technology Danmark A/S | 100.00% | 0.00% | Denmark |
| Volue Germany GmbH | 100.00% | 0.00% | Germany |
| Volue Energy GmbH | 100.00% | 0.00% | Germany |
| Volue Industrial IoT AS | 94.76% | 5.24% | Norway |
| Volue Insight AS | 100.00% | 0.00% | Norway |
| Volue Market Service AS | 100.00% | 0.00% | Norway |
| Volue Technology AS | 100.00% | 0.00% | Norway |
| Volue Sp. Z.o.o | 100.00% | 0.00% | Poland |
| Volue AB | 100.00% | 0.00% | Sweden |
| Volue In Situ AB | 94.76% | 5.24% | Sweden |
| Volue AG | 100.00% | 0.00% | Switzerland |
| Volue Enerji cozumleri | 100.00% | 0.00% | Turkey |
| Volue G.K | 100.00% | 0.00% | Japan |
At year end Arendal Fossekompani (AFK) owned 86.316.779 shares, representing 60% of the total number of shares in Volue.
| Name | Title | Board of Directors remunerated |
Number of shares in Volue |
|---|---|---|---|
| Ørjan Svanevik | Chairman | - | 7 500 |
| Henning Hansen | Member of Board | 300 | 42 857 |
| Lars Peder Fosse Fensli | Member of Board | - | 17 000 |
| Christine Grabmaier | Member of Board | 403 | - |
| Ingunn Ettestøl | Member of Board | - | 6 187 |
| Annette Petra Maier | Member of Board | 501 | 11 000 |
| Anja Eva Schneider | Member of Board | 501 | - |
| Knut Ove Blichner Stenhagen | Employee - Elected Board member | 80 | 6 946 |
| Vija Pakalkaite | Employee - Elected Board member | 60 | 102 |
| Kjetil Kvamme | Employee - Elected Board member | 80 | - |
| Jens Dalsgaard | Deputy Employee - Elected Board member |
121 | - |
| Name | Title | Fixed salary |
Paid | bonus Pension | Other benefits |
Number of shares in Volue |
Loan from Volue |
|---|---|---|---|---|---|---|---|
| Trond Straume | CEO | 4 140 | 2 000 | 49 | 242 | 547 401 | 9 312 |
| Arnstein Kjesbu | CFO | 2 704 | 625 | 49 | 167 | 337 890 | 5 587 |
| Ingeborg Gjærum | COO | 1 900 | 375 | 80 | 20 | 85 714 | 1 489 |
| Melanie Abt* | CCO | 1 305 | 631 | 150 | 94 | - | - |
| Richard Schytte | VP Sales NO | 1 410 | 817 | 80 | 22 | - | - |
| Jörg Liendhart** | CTO | 741 | 667 | - | 28 | - | - |
| Colm McCarthy*** | CPO | 1 284 | 880 | - | 54 | - | - |
| Frode Solem | EVP Infrastructure | 1 724 | 281 | 231 | 29 | 128 571 | 2 235 |
| Kim Steinsland | EVP IIoT | 1 648 | 94 | 71 | 29 | 171 571 | 2 980 |
| Stefan Zähringer | VP Sales EU | 1 490 | 390 | - | 136 | - | - |
| Håvard Pedersen | CDO | 1 401 | - | 218 | 34 | 1 193 | - |
The CEO's period of notice is six months, with a period of pay of 12 months after termination of employment if the CEO is dismissed by the company.
The other members of the Group Executive have a period of notice of six months.
The purpose of Volue's compensation and benefits policy is to attract personnel with the competence that the Group requires, develop and retain employees with key expertise and promote a long-term perspective and continuous improvement supporting achievement of Volue's business goals. The general approach adopted in Volue's policy is to pay fixed salaries and pensions in line market prices, while offering variable pay linked to results for bonus and long term incentive plan for share incentive program. (LTIP)
a. Fixed elements
b. Variable elements – annual bonus
Executives in Volue participate in the Group's central annual bonus program. The program has a maximum ceiling of 50% of the executive's fixed salary. The basis for bonus payments is based on financial targets and performance strategic KPI's. A "good performance" has been defined as the achievement of results in line with externally communicated financial targets.
In addition, the Group has share-based incentive programs described in (c) below and a share option programs for key employees described in (d) below. For 2021 paid bonus contains for certain members of the ELT exit from LTIP agreement following incentive system prior to the establishment of Volue.
c. Shared incentive program
On 13 October 2020, the Board of Directors of the Company resolved to establish a share incentive program for key employees of the Company. The share incentive program is based on a structure in which certain members of the Company's Management and management of the Portfolio Companies are offered the opportunity to subscribe for Shares at a discounted rate, and where the Company will provide partial financing of their subscription of Shares under the share incentive program. The total number of Shares included in the share incentive program is 1,821,429. As part of the share incentive program, the key employees purchased Shares at a discount of 30% of the trading price of the Shares, subject to a lock-up undertaking of 36 months following the date of the purchase of the Shares. The company has provided loan financing for up to 75% of the purchase price of the Shares under the share incentive program, for a total of up to NOK 36 million.
For further information, see separate remuneration report publised at the companys website and Note 5 in the consolidated financial statements. The amended guidelines for remuneration of leading persons in the Volue group including the establishment of the share option plan was approved by the shareholders at the 2021 extraordinary general meeting.
The share option plan is based on a structure in which the Company's senior management and certain other key employees are granted share options in the Company. Each share option carries the right to acquire one share in the Company. The total number of share options that may be issued under the plan is 2,397,747 for the first-year grant of options and 2,867,621 for the second-year grant of options. The share options vest three years after the date of grant (service condition) and will lapse if not exercised within seven years following the date of grant. For the share options to vest, a minimum average share price development of 4.5% p.a. is required (performance condition). Upon any exercise of share options, the Company may settle its obligations by selling the relevant number of shares or by payment in cash. The share option plan has been treated as an equity-settled plan under IFRS. The strike price of the share options will be based on the volume weighted average share price over the ten last trading days preceding the grant date. The total profit each option holder may achieve shall be limited to 300% of the fair market value of the share at grant.
e. Related parties
In 2022, the year board member Henning Hansen has delivered consulting services to the company. Through his fully owned company, Hepe Consulting AS, it has been invoiced NOK 92.143,- ex. VAT to Volue ASA. All related party transactions have been carried out as part of the normal course of business and at the arm's length principle.
A claim has been raised towards Volue Market Services AS related to financial market operations. No provisions has been made related to the claim at 31 December 2022.
There have been no material events subsequent to the reporting period that might have a significant effect on the financial statements.
Other income in 2021 relates to insurance settlement after cyber incident 5 May 2021.
Volue has conducted an assessment on climate-related risks based on the recommendations of the Financial Stability Board's Task Force on Climate-related Financial Disclosures (TCFD). The disclosures follow the TCFD implementation guidance, and the report can be found in Appendix 5 of the Volue ESG Report 2022. The report covers the company's exposure to climate-related risks, such as market risks and regulatory risks, as well as potential opportunities.
Volue has not at this time identified any material impact on financial reporting judgements and estimates due to climate risks. Volue is continuously assessing its climate risk exposure, including assessments related to the EU Taxonomy. Whilst there is currently no material impact expected from climate change in the medium term, Volue follows developments and will regularly assess its portfolio risk exposure to transitional and physical climate risks.
| Statement of income | 58 |
|---|---|
| Statement of other comprehensive income | 58 |
| Balance sheet | 59 |
| Statement of changes in equity | 60 |
| Statement of cash flows | 60 |
| Note 1 Accounting principles | 61 |
|---|---|
| Note 2 Revenue from contracts with customers | 63 |
| Note 3 Remuneration and employee benefit | 63 |
| Note 4 Other operating expenses | 63 |
| Note 5 Income tax | 64 |
| Note 6 Trade and other receivables | 64 |
| Note 7 Cash and cash equivalents | 64 |
| Note 8 Property, plant and equipment | 65 |
| Note 9 Non-current receivables and investments | 66 |
| Note 10 Leases | 66 |
| Note 11 Trade and other payables | 66 |
| Note 12 Finance items | 67 |
| Note 13 Share information | 68 |
| Note 14 Subsidiaries | 69 |
| Note 15 Related parties | 70 |
| Note 16 Contingent liabilites | 72 |
| Note 17 Subsequent events | 72 |
| Note 18 Other gains/losses | 72 |
| Note 19 Intercompany loans | 73 |
| Note 20 Current liabilities | 73 |
For the year ended 31 December
| Amounts in NOK 1000 | Note | 2022 | 2021 |
|---|---|---|---|
| Continuing operations | |||
| Revenues | 2 | 154 622 | 84 716 |
| Employee benefit expenses | 3 | 22 272 | 25 919 |
| Other operating expenses | 4 | 148 164 | 71 083 |
| Other gains/losses | 18 | 21 045 | 17 305 |
| EBITDA | -36 859 | -29 591 | |
| Depreciation and amortisation | 8, 10 | 3 752 | 3 309 |
| Net operating income/(loss) | -40 611 | -32 900 | |
| Finance income | 12 | 17 516 | 36 700 |
| Finance costs | 12 | 287 411 | 2 873 |
| Profit/(loss) before income tax | -310 506 | 928 | |
| Income tax expense | 5 | -351 | 4 043 |
| Profit/(loss) for the period | -310 155 | -3 115 |
For the year ended 31 December
| Amounts in NOK 1000 | Note | 2022 | 2021 |
|---|---|---|---|
| Items that may be reclassified to statement of income | |||
| Exchange differences on translation of foreign operations | - | - | |
| Changes on cash flow hedges | - | - | |
| Income tax related to these items | - | - | |
| Items that may be reclassified to statement of income | - | - | |
| Items that will not be reclassified to statement of income Remeasurements of post-employment benefint obligations Income tax relating to these items |
- - |
- - |
|
| Items that will not be reclassified to statement of income | - | - | |
| Other comprehensive income for the period, net of tax | - | - | |
| Total comprehensive income for the period | -310 155 | -3 115 |
For the year ended 31 December
| Amounts in NOK 1000 | Note | 2022 | 2021 |
|---|---|---|---|
| Assets | |||
| Non-current assets | |||
| Property, plant and equipment | 8,10 | 10 002 | 12 003 |
| Investment in subsidiaries | 14 | 4 065 439 | 4 348 487 |
| Intra-group loans | 19 | - | 7 975 |
| Non-current receivables and investments | 9 | 23 243 | 27 276 |
| Deferred tax assets | 5 | 3 392 | 3 040 |
| Total non-current assets | 4 102 076 | 4 398 782 | |
| Current assets | |||
| Trade and other receivables | 6 | 211 670 | 133 048 |
| Short-term intra-group loans | 19 | 34 000 | - |
| Cash and cash equivalents | 7 | 8 568 | 87 115 |
| Total Current assets | 254 238 | 220 163 | |
| Total assets | 4 356 314 | 4 618 945 |
| Amounts in NOK 1000 | Note | 2022 | 2021 |
|---|---|---|---|
| Equity and liabilities | |||
| Share capital and share premium | 4 498 184 | 4 498 115 | |
| Own shares | -127 | -92 | |
| Retained earnings | -316 195 | -15 141 | |
| Total equity | 13 | 4 181 861 | 4 482 883 |
| Non-current liabilities | |||
| Other non-current liabilities | - | - | |
| Lease liabilities | 10 | 3 790 | 5 603 |
| Total non-current liabilities | 3 790 | 5 603 | |
| Current liabilities | |||
| Lease liabilites | 10 | 1 813 | 1 760 |
| Trade and other payables | 11 | 65 407 | 18 531 |
| Provisions | 20 | 60 431 | 57 253 |
| Current interest-bearing liabilities | 20 | - | 34 364 |
| Other current liabilities | 20 | 43 011 | 18 551 |
| Total current liabilities | 170 662 | 130 458 | |
| Total liabilities and equity | 4 356 314 | 4 618 945 |
Oslo, Norway, 30 March 2023 The Board of Directors and CEO Volue ASA
Ørjan Svanevik Chairman of the Board
Knut Ove Stenhagen Board Member
Kjetil Kvamme Board Member
Annette Maier Board Member
Lars Peder Fensli Board Member
Board Member
Ingunn Ettestøl
Anja Schneider Board Member
Henning Hansen Board Member
Vija Pakalkaite Board Member
Christine Grabmair Board Member
Trond Straume Chief Executive Officer
For the year ended 31 December
| Amounts in NOK 1000 | Share capital |
Share premium |
Own shares |
Retained earnings |
Total equity |
|---|---|---|---|---|---|
| Balance at 1 January 2022 | 57 548 4 440 567 | -92 | -15 141 | 4 482 883 | |
| Profit/(loss) for the period | - | - | - | -310 155 | -310 155 |
| Share based remuneration scheme | 9 100 | 9 100 | |||
| Own shares | - | 68 | -36 | - | 33 |
| Balance at 31 December 2022 | 57 548 4 440 636 | -127 | -316 195 | 4 181 861 |
For the year ended 31 December
| Amounts in NOK 1000 | 2022 | 2021 |
|---|---|---|
| Cash flow from operating activities | ||
| Profit/(loss) before income tax | -310 506 | 928 |
| Depreciation, amortisation and impairment | 286 799 | 3 309 |
| Net financial items | -13 153 | -33 827 |
| Tax on transacation costs related to share issue | ||
| Total after adjustments to profit before income tax | -36 859 | -29 591 |
| Change in trade and other receivables | -24 400 | -60 639 |
| Change in trade and other payables | 37 064 | 15 841 |
| Total after adjustments to net assets | -24 196 | -74 389 |
| Change in tax paid | - | - |
| Net cash flow from operating activities | -24 196 | -74 389 |
| Cash flow from investing activities | ||
| Interest received | 1 266 | 818 |
| Group contribution received | 14 367 | 32 880 |
| Purchase of PPE and intangible assets | -1 750 | -3 485 |
| Loans to employees | 4 033 | 3 406 |
| Loans to subsidiaries | -38 059 | -39 921 |
| Proceeds on loans from subsidiaries | - | 5 000 |
| Purchase of shares in subsidiaries | - | -36 695 |
| Net cash flow from investing activities | -20 144 | -37 996 |
| Cash flow from financing activities | ||
| Proceeds from issue of shares | - | - |
| Repayment of lease liabilities | -1 760 | -1 709 |
| Cash Flow from Internal Loans and Borrowings | -30 000 | 30 000 |
| Interest paid etc. | -2 480 | -475 |
| Cash flow from own shares | 33 | -5 209 |
| Net cash flow from financing activities | -34 208 | 22 607 |
| Net increase in cash and cash equivalents | -78 547 | -89 778 |
| Cash and cash equivalents at the beginning of the financial year | 87 115 | 177 675 |
| Effects of exchange rate changes on cash and cash equivalents | -781 | |
| Cash and cash equivalents at end of year | 8 568 | 87 115 |
For the year ended 31 December
The annual financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) adopted by the European Union and associated interpretations, as well as Norwegian disclosure requirements pursuant to the Norwegian Accounting Act applicable as of 31 December 2021.
The financial statements are presented in Norwegian kroner (NOK), which is the functional currency of the parent company. All amounts disclosed in the financial statements and notes have been rounded off to the nearest thousand NOK units unless otherwise stated. The financial statements have been prepared using the historical cost principle. The company recognises changes in equity arising from transactions with owners in the statement of changes in equity. Other changes in equity are presented in the statement of comprehensive income (total return).
Shares in subsidiaries are initially recognised at cost, which is the fair value of any consideration transferred. Shares in subsidiaries are subsequently measured at cost.
Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates, are generally recognised in profit or loss.
Under IFRS 15, Volue ASA recognises as revenue the agreed transaction price in a contract with a customer at the time when the company transfers the control of a distinct product or service to the customer at an amount that reflects the
consideration to which the company expects to be entitled in exchange for those goods and services. In 2021 Volue ASA had no revenues from external customers. All revenues are related to billing of overhead costs in the company to subsidiaries, which is classified as other income.
Income tax on the profit for the period consists of current and deferred tax. Income tax is recognised in the income statement except for tax on items that are recognised directly in equity or in other comprehensive income. The tax effect of the latter items is recognised directly in equity or in other comprehensive income. Current tax is the forecast tax payable on the year's taxable income at current tax rates at the balance sheet date, and any adjustments of tax payable for previous years less tax paid in advance. Deferred tax liabilities are calculated based on the balance sheet-oriented liability method considering temporary differences between the carrying amount of assets and liabilities for financial reporting and tax values. Deferred tax assets are recognised only to the extent that it is probable that the asset can be utilised against future taxable results. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax asset will be realised.
The company's and the company's leases consist mainly of office space. Assets and liabilities arising from a lease are initially measured on a present value basis.
Right-of-use assets are measured at cost comprising the following:
Lease liabilities include the net present value of the following lease payments:
Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability. The lease payments are discounted using the lessee's incremental borrowing rate, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.
For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the balance sheet.
Trade receivables are recognised initially at the amount of consideration that is unconditional, unless they contain significant financing components when they are recognised at fair value. They are subsequently measured at amortised cost using the effective interest method, less loss allowance for lifetime credit losses.
Other loans and receivables are initially recognised at fair value. They are subsequently measured at amortised cost using the effective interest method, less loss allowance for credit losses. Credit losses are initially measured at 12 months expected credit loss. If there is significant increase in credit risk, the loss allowance is based on lifetime expected credit loss. The company does not make loss provisions for expected credit losses that are immaterial.
The depreciation methods and periods used by the company are disclosed in note 8. The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or loss. When revalued assets are sold, it is group policy to transfer any amounts included in other reserves in respect of those assets to retained earnings.
These amounts represent liabilities for goods and services provided to the company prior to the end of the financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method.
All revenues in Volue ASA is revenue from group companies, related to billing of overhead costs to subsidiaries.
| Amounts in NOK 1000 | 2022 | 2021 |
|---|---|---|
| Revenue from group companies (billing of overhead costs to subsidiaries) |
154 783 | 84 555 |
| Public funding (SkatteFunn) | -161 | 161 |
| Total employee benefit expenses | 154 622 | 84 716 |
| Amounts in NOK 1000 | 2022 | 2021 |
|---|---|---|
| Premises, service and office costs | 2 148 | 1 994 |
| Audit and other fees | 1 564 | 40 515 |
| Travelling costs, indirect | 1 443 | 412 |
| Sales and marketing costs | 6 769 | 850 |
| ICT costs | 10 112 | |
| Operating costs, IC | 18 756 | 10 073 |
| Salary from Group-employees employed in subsidiaries | 59 924 | - |
| Other direct costs | 57 560 | 7 127 |
| Total other operating expenses | 148 165 | 71 083 |
| Remuneration to auditor | ||
| Statutory audit | 1 800 | 1 218 |
| Other assurance services | 28 | |
| Tax advice | 435 | 108 |
| Other non-audit services | 4 443 | 1 981 |
| Total remuneration to auditor | 6 678 | 3 335 |
Remuneration to auditor also include services related to equity transactions
| Amounts in NOK 1000 | 2022 | 2021 |
|---|---|---|
| Salaries | 20 238 | 21 730 |
| Social security contributions | 1 804 | 1 875 |
| Pension costs | 231 | 192 |
| Other benefits | 2 122 | |
| Total employee benefit expenses | 22 272 | 25 919 |
| Average number of employees | 2 | 3 |
Number of fixed employees in Volue ASA is as disclosed above. In addition members of the executive management team are employed in subsidiaries. Salary cost for these employees are charged from subsidiaries to Volue ASA and recognised as other operating expenses.
| Amounts in NOK 1000 | 2022 | 2021 |
|---|---|---|
| Basis for payable tax | ||
| Profit (loss) before income tax | -310 506 | 928 |
| Permanent differences | 294 536 | 17 450 |
| Basis for payable tax | -15 970 | 18 378 |
| Effect of change in temporary differences | 525 | 135 |
| Effect of group contribution | 14 368 | |
| Changes i deferred tax assets | 1 079 | -18 513 |
| Basis for payable tax | 0 | 0 |
| Payable tax (22%) | 0 | 0 |
| Reconciliation of effective tax rate | ||
| Total pre tax income | -310 506 | 928 |
| Tax based on current ordinary tax rate | -68 311 | 204 |
| Effect of non deductible expenses | 64 799 | 3 839 |
| Tax effect of Group contribution | 3 161 | |
| Tax on transaction costs related to share issue | 0 | 0 |
| Total tax expense | -351 | 4 043 |
| Effective tax rate | 0% | 436% |
The effective tax rate is impacted by the permanent differences.
| Amounts in NOK 1000 | 2022 | 2021 |
|---|---|---|
| Temporary differences | ||
| Fixed assets | -202 | -679 |
| RoU assets | 150 | 132 |
| Tax losses carried forward | 15 445 | 14 367 |
| Basis for deferred tax asset / (liability) | 15 423 | 13 820 |
| Deferred tax asset / (liability) | 3 393 | 3 040 |
| Trade receivables | ||
|---|---|---|
| Amounts in NOK 1000 | 2022 | 2021 |
| Trade receivables from contracts with customers | 160 728 | 90 392 |
| Loss allowence | 0 | 0 |
| Total | 160 728 | 90 392 |
| Other receivables | ||
| Amounts in NOK 1000 | 2022 | 2021 |
| Other receivables from subsidiaries | 42 419 | 36 460 |
| Other short-term receivables | 8 523 | 6 196 |
| Total | 50 942 | 42 656 |
| Total trade and other receivables | 211 670 | 133 048 |
| Amounts in NOK 1000 | 2022 | 2021 |
|---|---|---|
| Total cash and cash equivalents | 8 568 | 87 115 |
| Restricted cash | 962 | 763 |
Restricted cash are related to tax funds.
| Amounts in NOK 1000 | Vehicles, machinery and equipment |
RoU buildings and land |
Total |
|---|---|---|---|
| Year ended 31 December 2021 | |||
| Cost at 1 January 2021 | |||
| 3 224 | 9 072 | 12 297 | |
| Additions | 3 485 | 3 485 | |
| Change in RoU | - | ||
| Cost at 31 December 2021 | 6 709 | 9 072 | 15 781 |
| Accumulated depreciation at 1 January 2021 | 469 | 469 | |
| Depreciation | 1 468 | 1 841 | 3 309 |
| Change in RoU | - | ||
| Accumulated depreciation at 31 December 2021 | 1 937 | 1 841 | 3 778 |
| Carrying amount at 31 December 2021 | 4 772 | 7 231 | 12 003 |
| Amounts in NOK 1000 | Vehicles, machinery and equipment |
RoU buildings and land |
Total |
|---|---|---|---|
| Year ended 31 December 2022 | |||
| Cost at 1 January 2022 | 6 709 | 9 072 | 15 781 |
| Additions | 1 750 | 1 750 | |
| Change in RoU | - | ||
| Cost at 31 January 2022 | 8 459 | 9 072 | 17 532 |
| Accumulated depreciation at 1 January 2022 | 1 937 | 1 841 | 3 778 |
| Depreciation | 1 944 | 1 808 | 3 752 |
| Change in RoU | - | ||
| Accumulated depreciation at 31 December 2022 | 3 881 | 3 649 | 7 530 |
| Carrying amount at 31 December 2022 | 4 578 | 5 424 | 10 002 |
Property, plant and equipment is recognised at historical cost less depreciation. Depreciation is calculated using the straight-line method to allocate the cost or revalued amounts of the assets, net of their residual values, over their estimated useful lives as follows:
See note 1 for the other accounting policies relevant to property, plant and equipment. More information regarding right of use assets are presented in note 10 Leases.
| Amounts in NOK 1000 | 2022 | 2021 |
|---|---|---|
| Loans to employees | 23 243 | 27 276 |
| Total non-current receivables and investments | 23 243 | 27 276 |
The loans to key management personnel are related to purchase of shares in Volue ASA and the shares are used as collateral according to the loan agreements. Interest rate for the loans is not below the threshold for making the loan a taxable benefit. At year end the interest rate was 2.3%.
This note provides information for leases where the group is a lessee.
The balance sheet shows the following amounts relating to leases:
| Amounts in NOK 1000 | 2022 | 2021 |
|---|---|---|
| RoU buildings and land | 5 424 | 7 231 |
| Total right-of-use assets | 5 424 | 7 231 |
| Current lease liabilities | 1 813 | 1 760 |
| Non-current lease liabilities | 3 790 | 5 603 |
| Total lease liabilities | 5 603 | 7 363 |
The statement of income shows the following amounts relating to leases:
| Amounts in NOK 1000 | 2022 | 2021 |
|---|---|---|
| Depreciation RoU buildings and land | 1 808 | 1 841 |
| Total depreciation charge right-of-use assets | 1 808 | 1 841 |
| Interest expense | 235 | 245 |
| Amounts in NOK 1000 | 2022 | 2021 |
|---|---|---|
| Trade payables intercompany | 59 464 | 16 276 |
| Trade payables other | 5 943 | 2 255 |
| Total | 65 407 | 18 531 |
Trade payables are unsecured and are usually paid within 30 days of recognition. The carrying amounts of trade and other payables are considered to be the same as their fair values, due to their short-term nature.
| Amounts in NOK 1000 | Note | 2022 | 2021 |
|---|---|---|---|
| Interest income | 1 266 | 1 137 | |
| Currency exchange gains | 1 884 | 2 684 | |
| Group contribution income | 14 367 | 32 880 | |
| Total Finance income | 17 516 | 36 700 | |
| Interest expense | 309 | 230 | |
| IFRS 16 interest | 235 | 245 | |
| Currency exchange losses | 3 819 | 2 398 | |
| Impairment | 14 | 283 048 | |
| Total finance cost | 287 411 | 2 873 | |
| Net finance items | -269 895 | 33 827 |
| Amounts in NOK 1000 | 2022 | 2021 |
|---|---|---|
| Ordinary shares | 143 869 714 | 143 869 714 |
| Share capital | 57 548 | 57 548 |
| Share premium | 4 440 635 | 4 440 567 |
At 31 December 2022 there were 143 869 714 ordinary shares each with a par value of NOK 0,40. They entitle the holder to participate in dividends, and to share in the proceeds of winding up the company in proportion to the number of and amounts paid on the shares held.
| Amounts in NOK 1000 | Share capital | Share premium |
|---|---|---|
| Share capital 1 January 2022 Transactions in own shares |
57 548 | 4 440 567 68 |
| Share capital at year end 2022 | 57 548 | 4 440 635 |
There are no paid out dividends in 2022.
| Number of | % of major | |||
|---|---|---|---|---|
| Amounts in NOK 1000 | shares | shareholders | % of total | Country |
| Arendals Fossekompani ASA | 86 316 779 | 77.29% | 60.03% | Norway |
| The Northern Thrust Company | 8 757 539 | 7.84% | 6.09% | USA |
| State Street Bank and Trust Comp | 3 544 251 | 3.17% | 2.46% | USA |
| The Northern Thrust Company | 3 435 209 | 3.08% | 2.39% | USA |
| The Bank of New York Mellon SA | 1 974 900 | 1.77% | 1.37% | USA |
| State Street Bank and Trust Comp | 1 670 246 | 1.50% | 1.16% | USA |
| Citibank | 1 565 800 | 1.40% | 1.09% | USA |
| Obligasjon 2 AS | 1 490 315 | 1.33% | 1.04% | Norway |
| Ulefoss Invest AS | 1 470 987 | 1.25% | 1.02% | Norway |
| Havfonn Invest AS | 1 456 790 | 1.24% | 1.01% | Norway |
| Other shareholders (holding less than 1%) | 32 186 898 | 22.33% | ||
| Total all shareholders | 143 869 714 | 100.00% | 100.00% |
The Volue Group is a part of the Arendal Fossekompani (AFK) Group and are included in the consolidated financial statements. Volue Group are required to follow the AFK reporting processes during both monthly closing and year end closing.
| Company | Ownership held by the group |
Domicile | Head quarters |
Book value |
|---|---|---|---|---|
| Volue Technology AS | 100.00% | Norway | Trondheim | 2 708 918 |
| Volue Market Service AS | 100.00% | Norway | Arendal | 122 087 |
| Volue IoT AS | 94.76% | Norway | Arendal | 170 012 |
| Volue Insight AS | 100.00% | Norway | Arendal | 873 197 |
| Volue Germany GmbH (former Likron GmbH) |
100.00% | Germany | München | 156 012 |
| Volue Energy GmbH (former Procom GmbH) |
100.00% | Germany | Aachen | 35 214 |
| Total book value | 4 065 439 |
| Amounts in NOK 1000 | At Cost | Impairment | Book value |
|---|---|---|---|
| Shares in Volue ASA | 2 991 966 | 283 048 | 2 708 918 |
Volue ASA owns all the shares in Volue Technology AS. The assets in Volue ASA are, beside cash, are shares in subsidiaries. The market cap for Volue ASA is used for valuation principp, and by using market value at 31.12 this indicate an impairment of the shares in subsididaries. By using the market value at 31.12 an impairment of 283 MNOK of the shares in Volue Technology AS has been done.
At year end Arendal Fossekompani (AFK) owned 86.316.779 shares, representing 60% of the total number of shares in Volue.
Amounts in NOK 1000
| Board of Directors |
Number of shares in |
||
|---|---|---|---|
| Name | Title | remunerated | Volue |
| Ørjan Svanevik | Chairman | - | 7 500 |
| Henning Hansen | Member of Board | 300 | 42 857 |
| Lars Peder Fosse Fensli | Member of Board | - | 17 000 |
| Christine Grabmaier | Member of Board | 403 | - |
| Ingunn Ettestøl | Member of Board | - | 6 187 |
| Annette Petra Maier | Member of Board | 501 | 11 000 |
| Anja Eva Schneider | Member of Board | 501 | - |
| Knut Ove Blichner Stenhagen | Employee - Elected Board member | 80 | 6 946 |
| Vija Pakalkaite | Employee - Elected Board member | 60 | 102 |
| Kjetil Kvamme | Employee - Elected Board member | 80 | - |
| Jens Dalsgaard | Deputy Employee - Elected Board member | 121 | - |
| Name | Title | Fixed salary |
Paid | bonus Pension | Other benefits |
Number of shares in Volue |
Loan from Volue |
|---|---|---|---|---|---|---|---|
| Trond Straume | CEO | 4 140 2 000 | 49 | 242 | 547 401 | 9 312 | |
| Arnstein Kjesbu | CFO | 2 704 | 625 | 49 | 167 | 337 890 | 5 587 |
| Ingeborg Gjærum | COO | 1 900 | 375 | 80 | 20 | 85 714 | 1 489 |
| Melanie Abt* | CCO | 1 305 | 631 | 150 | 94 | - | - |
| Richard Schytte | VP Sales No | 1 410 | 817 | 80 | 22 | - | - |
| Jörg Liendhart** | CTO | 741 | 667 | - | 28 | - | - |
| Colm McCarthy*** | CPO | 1 284 | 880 | - | 54 | - | - |
| Frode Solem | EVP Infrastructure | 1 724 | 281 | 231 | 29 | 128 571 | 2 235 |
| Kim Steinsland | EVP IIoT | 1 648 | 94 | 71 | 29 | 171 429 | 2 980 |
| Stefan Zähringer | VP Sales EU | 1 490 | 390 | - | 136 | - | - |
| Håvard Pedersen | CDO | 1 401 | - | 218 | 34 | 1 193 | - |
The CEO's period of notice is six months, with a period of pay of 12 months after termination of employment if the CEO is dismissed by the company. The other members of the Group Executive have a period of notice of six months.
The purpose of Volue's compensation and benefits policy is to attract personnel with the competence that the Group requires, develop and retain employees with key expertise and promote a long-term perspective and continuous improvement supporting achievement of Volue's business goals. The general approach adopted in Volue's policy is to pay fixed salaries and pensions in line market prices, while offering variable pay linked to results for bonus and long term incentive plan for share incentive program. (LTIP)
a. Fixed elements
b. Variable elements – annual bonus
Executives in Volue participate in the Group's central annual bonus program. The program has a maximum ceiling of 50% of the executive's fixed salary. The basis for bonus payments is based on financial targets and performance strategic KPI's. A "good performance" has been defined as the achievement of results in line with externally communicated financial targets.
In addition, the Group has share-based incentive programs described in (c) below and a share option programs for key employees described in (d) below.
c. Shared incentive program
On 13 October 2020, the Board of Directors of the Company resolved to establish a share incentive program for key employees of the Company. The share incentive program is based on a structure in which certain members of the Company's Management and management of the Portfolio Companies are offered the opportunity to subscribe for Shares at a discounted rate, and where the Company will provide partial financing of their subscription of Shares under the share incentive program. The total number of Shares included in the share incentive program is 1,821,429. As part of the share incentive program, the key employees purchased Shares at a discount of 30% of the trading price of the Shares, subject to a lock-up undertaking of 36 months following the date of the purchase of the Shares. The company has provided loan financing for up to 75 % of the purchase price of the Shares under the share incentive program, for a total of up to NOK 36 million. The lookup period ends in October 2023.
d. For further information, see separate remuneration report publised at the companys website and Note 5 in the consolidated financial statements. The amended guidelines for remuneration of leading persons in the Volue group including the establishment of the share option plan was approved by the shareholders at the 2021 extraordinary general meeting. The share option plan is based on a structure in which the Company's senior management and certain other key employees are granted share options in the Company. Each share option carries the right to acquire one share in the Company. The total number of share options that may be issued under the plan is 2,397,747 for the first-year grant of options and 2,867,621 for the second-year grant of options. The share options vest three years after the date of grant (service condition) and will lapse if not exercised within seven years following the date of grant. For the share options to vest, a minimum average share price development of 4.5% p.a. is required (performance condition). Upon any exercise of share options, the Company may settle its obligations by selling the relevant number of shares or by payment in cash.
The share option plan has been treated as an equity-settled plan under IFRS. The strike price of the share options will be based on the volume weighted average share price over the ten last trading days preceding the grant date. The total profit each option holder may achieve shall be limited to 300% of the fair market value of the share at grant.
Total expenses arising from share-based payment transactions recognized during the period as part of employee benefit expense were as follows (in NOK 1000):
| 2022 | 2021 | |
|---|---|---|
| Expense of options issued under employee share option plan | 9 100 | 0 |
| Total expenses | 9 100 | 0 |
e. Related parties
In 2022, the year board member Henning Hansen has delivered consulting services to the company. Through his fully owned company, Hepe Consulting AS, it has been invoiced NOK 92.143,- ex. VAT to Volue ASA. All related party transactions have been carried out as part of the normal course of business and at arm's length.
The company had no contingent liabilities at 31 December 2022.
There have been no material events subsequent to the reporting period that might have a significant effect on the parent company financial statements.
Related to purchase of Likron GmbH there was used a seller credit related to the share issue. Earn-out 2020 and 2021 are based on Likron reaching threshold revenue targets indicating ARR growth. Payment based on 60 % cash and 40 % shares based on full earn-out. Based on the performance above expectations in 2021 the total earn-out payment has increased with 17 304 TNOK. The increase in earn-out was recognised in the profit and loss as other losses. In addition to the consideration disclosed above, the sellers was entitled to a deferred consideration to be paid if the current management stayed in their position until the end of 2022. The sellers were employed in their position as of 31.12.2022. The deferred consideration has thus been be recognised as other gains/losses in 2022. The deferred consideration amounted to NOK 21.0 million (EUR 2.0 million)
| Amounts in NOK 1000 | 2022 | 2021 |
|---|---|---|
| Loan to Volue Germany GmbH (former Likron GmbH) | - | 7 975 |
| Short-term loan to Volue Industrial IoT AS | 16 000 | |
| Short-term loan to Volue Technology AS | 18 000 | |
| Total intercompany loans | 34 000 | 7 975 |
| Amounts in NOK 1000 | 2022 | 2021 |
|---|---|---|
| Due to Volue Market Services AS | 30 000 | |
| Due to Volue Energy GmbH (former ProCom GmbH) | 4 364 | |
| Total current interest-bearing liabilities | 34 364 |
| Amounts in NOK 1000 | 2022 | 2021 |
|---|---|---|
| Sellers credit related to Volue Germany GmbH (former Likron GmbH) | 60 431 | 57 253 |
| Amounts in NOK 1000 | 2022 | 2021 |
|---|---|---|
| Sellers credit related to Volue Energy GmbH (former ProCom GmbH) | 3 718 | 9 278 |
| Other taxes, VAT and dues payable | 1 322 | 1 052 |
| Other current liabilities | 37 971 | 8 221 |
| Total other current liabilities | 43 011 | 18 551 |
We confirm that, to the best of our knowledge, the consolidated financial statements for the period for 2022 have been prepared in accordance with IFRS and applicable additional disclosure requirements in the Norwegian Accounting Act, and that the financial statement of the parent company for 2022 have been prepared in accordance with the Norwegian Accounting Act and Norwegian accounting standards, and that the accounts give a true and fair view of the group and the company's consolidated assets, liabilities, financial position and results of the operations per 31 December 2022. We also confirm to the best of our knowledge, that the Director's report provides a true and fair view of the development and performance of the business and the position of the group and the company including description of key risks and uncertainty factors pertaining to the group going forward.
Ørjan Svanevik Chairman of the Board
Knut Ove Stenhagen Board Member
Christine Grabmair Board Member
Lars Peder Fensli Board Member
Kjetil Kvamme Board Member
Vija Pakalkaite Board Member
Ingunn Ettestøl
Board Member
Annette Maier Board Member
Trond Straume Chief Executive Officer
Henning Hansen Board Member
Anja Schneider Board Member
We obtained a sample of contracts and assessed the accounting treatment against the Group's accounting principles and IFRS 15 Revenue from contracts with customers. We found that the accounting treatment was consistent with the content of the contracts and that accounting principles were based on IFRS 15.
Through meetings with management and project leader, including review of relevant documentation, we tested whether the Group had implemented controls to ensure that accounting for revenue over time reflects management's best estimates with respect to total contract revenue, cost, and if applicable stage of completion. We found that controls had been implemented at various levels of the organisation, and that the controls included periodic meetings to review
Estimating project revenue and associated costs, and if applicable calculating stage of completion requires judgement. We performed various procedures to assess whether management's judgements were reasonable, including: • Interviewed project leaders and
management challenging judgements made with respect to project estimates.
open contracts.
T: 02316, org. no.: 987 009 713 MVA, www.pwc.no
Statsautoriserte revisorer, medlemmer av Den norske Revisorforening og autorisert regnskapsførerselskap
The Board of Directors and the Managing Director (management) are responsible for the information in the Board of Directors' report and the other information accompanying the financial statements. 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 nor the other information accompanying the financial statements.
In connection with our audit of the financial statements, our responsibility is to read the Board of Directors' report and the other information accompanying the financial statements. The purpose is to consider if there is material inconsistency between the Board of Directors' report and the other information accompanying the financial statements and the financial statements or our knowledge obtained in the audit, or whether the Board of Directors' report and the other information accompanying the financial statements otherwise appear to be materially misstated. We are required to report if there is a material misstatement in the Board of Directors' report or the other information accompanying the financial statements. We have nothing to report in this regard.
Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors' report
Our opinion on the Board of Director's report applies correspondingly to the statements on Corporate Governance and Corporate Social Responsibility.
Management is responsible for the preparation of financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the EU, 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 and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
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:
The overall management of the Company is vested in the Board of Directors and the Management.
In accordance with Norwegian law, the Board of Directors is responsible for, among other things, supervising the general and day-to-day management of the Company's business, ensuring proper organisation, preparing plans and budgets for its activities, ensuring that the Company's activities, accounts and asset management are subject to adequate controls and undertaking investigations necessary to perform its duties.
As of 30 March 2023, Volue's board comprised ten members, of which two are employee-elected. Volue's board is composed such that it is able to act independently of any special interests.
Ørjan Svanevik (1966) Chairman of the Board
Ørjan Svanevik was the Chief Executive Officer of Arendals Fossekompani ASA from September 2019 to December 2022. Currently he is the Managing Director at Oavik Capital. He has extensive experience from various directorships and executive management positions within a wide range of industries. Svanevik held several executive management positions prior to joining Arendals Fossekompani ASA, including Chief Operating Officer in Kværner ASA, Head of M&A in Aker ASA and Chief Operating Officer in the Seatankers group. Svanevik holds Master og General Business from BI and MBA from Thunderbird.
Independent of Executive Management Current Board positions: Chairman of the board of directors of Oavik Capital AS and Oavik Invest AS, Prai AS, EFD Induction AS and C.W. Downer AS, and member of the board of directors of NorgesGruppen ASA and NorgesGruppen Finans Holding AS. Number of shares in Volue ASA: 7,500 Board meetings attended in 2022: 11/11
Ingunn Ettestøl (1973) Board Member
Ingunn Ettestøl has held the position as Chief Sustainability Officer (CSO) in Arendals Fossekompani ASA since September 2020. Prior to that, she was Vice President of Business Development in Arendals Fossekompani ASA from 2017. Ettestøl has extensive experience from the energy sector and has held several management positions in Agder Energi AS and Enova SF. She holds a PhD in Electrical Power Engineering from NTNU and a Master degree in Theoretical Physics from NTNU.
Board member since: 2020 Elected until: 2024 Independent of Executive Management Current Board positions: Etcona AS (Chair) and member of the board of directors of Arendals Fossekompani's Pensjonskasse Member of: Audit Committee Number of shares in Volue ASA: 6,187 Board meetings attended in 2022: 11/11
Lars Peder Fosse Fensli (1976) Board Member
Lars Peder Fensli has been the Chief Financial Officer of Arendals Fossekompani ASA since April 2017. Prior to this, he held the position as Chief Executive Officer of Markedskraft AS. Fensli has more than 20 years of experience from several board of directors positions and executive management positions within a wide range of industries. He holds a MSc in Economics and Business Administration from Norwegian School of Economics (NHH).
Board member since: 2020 Elected until: 2023 Independent of Executive Management Current Board positions: Chairman of the board of directors Alytic AS, member of the board of directors Vergia AS, Appsens AS, Ørshall AS
Chair of the Audit Committee Number of shares in Volue ASA: 17,000 Board meetings attended in 2022: 11/11
Christine Grabmair (1979) Board Member
Christine Grabmair has been the Head of Customer Solutions of E.ON Digital Technology GmbH, Germany since April 2019. She has 18 years of experience from the industrial and technology industries, including as Chief Information Officer at Components Technology at thyssenkrupp AG. Grabmair holds a diploma in Business Administration and a MSc in Information Systems.
Board member since: 2021 Elected until: 2024 Independent of Executive Management and the company's main shareholder Number of shares in Volue ASA: 0 Board meetings attended in 2022: 07/11
Henning Hansen (1965) Board Member
Henning Hansen has more than 30 years' experience from the software and technology industry and has worked as a full time nonexecutive Board member and owner of HEPE Consulting AS since 2017. He previously held the positions as Chief Executive Officer in Norman ASA and Confirmit ASA, Vice President of Gartner Norway and Oracle Norway, and IT manager of Eltek ASA. Hansen has also served as chairman of Apsis AB, and as a member of the board of directors of Confirmit, Catalystone AS, ENEAS AS, Software Innovation, Forsta, GSGroup AS, Promon and Powel AS. Hansen holds two bachelor degrees: a BBa from BI Norwegian School of Management in Oslo and a BSc from Oslo Ingeniørhøyskole.
Board member since: 2020 Elected until: 2024 Independent of Executive Management and the company's main shareholder Current Board positions: Chairman of the board of Norstat AS and Defendable AS and member of the board of directors of Kabal AS. Member of: Audit Committee Number of shares in Volue ASA: 42,857 Board meetings attended in 2022: 11/11
Kjetil Kvamme (1966) Board Member, elected by the employees
Kjetil Kvamme holds the position as Product Manager in Power Grid at Volue and has been with the company since 1995. Prior to this he worked at an Electrical Utility in Tromsø as an installer and later electrical engineer for six years. Kvamme has previously served as Board Member in Powel AS from 2015 until 2021. He holds a Master of Sciences in Applied Physic from University of Tromsø.
Board member since: 2020 Elected until: 2023 Number of shares in Volue ASA: 0 Board meetings attended in 2022: 11/11
Dr. Vija Pakalkaite (1982) Board Member, elected by the employees
Vija Pakalkaite is the product manager for midand long-term products at Insight by Volue. Prior to joining Volue, she worked at market intelligence company ICIS, Central Bank of Lithuania, European Commission, as well as for Bonnier Business Press. Pakalkaite holds a PhD in political science, awarded by the Central European University of Vienna/Budapest.
Board member since: 2021 Elected until: 2023 Number of shares in Volue ASA: 102 Board meetings attended in 2022: 07/11
Knut Ove Blichner Stenhagen (1985) Board Member, elected by the employees
Knut Ove Blichner Stenhagen holds the position as Head of Automation in Industrial IoT at Volue. He has served as member of the board of directors of Scanmatic AS, now Industrial IoT by Volue, from 2014 and has held the position as Head of Automation since January 2018. Prior to this Stenhagen worked as a Development engineer in Scanmatic (2012-2017) and a Project Engineer at Siemens (2009-2012). He holds a Master of Science in Engineering Cybernetics from Norwegian University of Science and Technology (2009).
Board member since: 2020 Elected until: 2023 Number of shares in Volue ASA: 6946 Board meetings attended in 2022: 11/11
Annette Maier (1968) Board Member
Annette Maier is Area Vice President Central & Eastern Europe at UiPath, a leading provider of automation and RPA (Robotic Process Automation) and is responsible for the business in the regions of Central and Eastern Europe. Maier brings more than 20 years of experience in management and sales in European companies in the tech sector. Prior to her position at UiPath, she was responsible for the growth of the cloud business within the DACH region at Google Cloud. She also spent six years at VMware, where she most recently was Vice President and General Manager in Germany, and earlier Director Global Accounts at CEMEA and led the Enterprise Account Team. Before that, Maier spent more than six years in management positions at Hewlett-Packard. She holds MBA in business administration and economics at the University of Cologne in Germany.
Board member since: 2021 Elected until: 2023 Independent of Executive Management and the company's main shareholder Current Board positions: Compass Group (member) Number of shares in Volue ASA: 11,000 Board meetings attended in 2022: 07/11
Anja Schneider (1976) Board Member
Anja Schneider serves as Senior Vice President and Chief Operating Officer (COO) globally for the executive board area Technology & Innovation at SAP, the world largest provider and market leader in enterprise application software. In this role she is responsible for the operationalisation of development strategy incl. planning, business transformation, workforce strategy, portfolio management, cloud operations as well as strategic customer engagements. She brings more than 20 years of experience in technology and business. Schneider held various senior leadership positions in the area of Sales, Go-to-Market Strategy, strategic planning of IT landscapes, integration, business model innovation as well as extensive industry knowledge. Schneider holds a Master in public management and business from the University of Applied Sciences - Public Administration and Finance Ludwigsburg.
Board member since: 2021 Elected until: 2023 Independent of Executive Management and the company's main shareholder Number of shares in Volue ASA: 0 Board meetings attended in 2022: 09/11
This presentation provides financial highlights for the quarter for Volue. The financial information is not reported according to the requirements in IAS 34 and the figures are not audited.
Volue ASA presents alternative performance measures as a supplement to measures regulated by IFRS. The alternative performance measures are presented to provide better insight and understanding of operations, financial position and the basis for future developments.
Through digital platforms and innovative solutions, we deliver services critical to society for a cleaner, better, and more profitable future.
Volue ASA
Chr. Krohgsgate 16 Postboks 9008 NO-0186 Oslo Norway
[email protected] +47 73 80 45 00
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