04. Highlights 2021
05. Financial peormance
06. Board of Directors report
15. Environmental, Social and Governance
17. Corporate Governance
21. Financial Statement Group
28. Group Notes
73. Parent Notes
83. Auditor’s Report
03. Letter from the CEO
68. Financial Statement Parent
Contents
Edda Wind ASA - Annual Report 2021 02
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Letter from the CEO
Edda Wind has taken important
steps toward becoming the market
leader during 2021.
2021 was the first year of operation for the Edda Wind Group in its current structure,
and we have delivered very well on our ambitions. In 2021, we have:
• established the Group and the management team.
• ordered two more CSOVs in addition to the two existing vessels
delivered in 2018 and four vessels ordered in 2020
• successfully launched the company on Oslo Stock Exchange
with a capital increase of about Eur 90 million.
• secured a two-year contract for one CSOV and a five-year contract for
one SOV, i.e six of the vessels have contract commitments, and
• secured debt financing for all vessels being delivered up to Q3 2023.
In addition to being the market leader in providing C/SOV vessels and services, Edda
Wind will also lead the way in providing the most environmentally friendly vessels.
All vessels under construction will be ready to implement zero emission technology.
Edda Wind has a target to introduce such technology by 2025, where the vessels can
operate on Hydrogen (Liquid Organic Hydrogen) for the full operation cycle. It is with
great pleasure we see that our charterers are very supportive to these plans, making it
possible for Edda Wind to meet our demanding targets.
2021 has been another year influenced by Covid, but we have managed to avoid serious
illness and significant impact, both for vessel operations and vessel construction.
The Edda Wind fleet fulfills our quality demands and have operated without injuries to
personnel, spill to the environment, or unscheduled ohire throughout the year.
I would like to thank everyone involved in these great achievements: sta onboard the
vessels and in the oice, our shareholders, creditors and advisors.
I am very happy to say we have delivered on our ambitions and strategies throughout the
year and remain confident we will continue to do so for the exiting time ahead of us. Edda
Wind already has a strong market position and will take delivery of a unique fleet with
technical advantages to meet a rapidly expanding market.
Kenneth Walland
CEO
Edda Wind ASA - Annual Report 2021 03
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Highlights 2021
The Oshore Wind market continues to develop favourably, driven by demand
for green & renewable energy and supported by economies of scale and
established value chains. A rapidly increasing number of coastal nations are
establishing firm plans for large scale Oshore Wind farms – migrating the
business from predominantly European based to a world-wide industry.
Edda Wind ordered further 2 newbuildings during 2021 and further 3
newbuildings in January 2022. By this, Edda Wind is clearly taking the leading
role in the growing market for Commissioning-/ Service Operating Vessels.
Edda Wind was awarded a 2+1 year contract with SSE Renewables at Doggerbank
windfarm, as well as a 5-year charter contract with Siemens Gamesa Renewable
Energy, adding more industry majors as long-term clients and bringing the
firm contract backlog up to EUR 323 million at the end of the year.
Edda Wind ASA - Annual Report 2021 04
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Highlights 2021
Successful IPO with a capital increase of EUR 90 million,
securing equity for further investments.
Concluded a Private Placement of EUR 38 million with a fixed term
of 10 years, financing the newbuilding vessel Edda Breeze.
Entered a 5-year EUR 110 million senior secured ECA-supported green credit
facility, securing financing for two existing vessels and two newbuilds.
37 % growth in revenue compared to last year as a third
vessel entered the fleet in April 2021.
No unscheduled technical downtime for the vessels.
Edda Wind ASA - Annual Report 2021 05
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Financial peormance
1
EBITDA is defined as Operating revenue and gain/(loss) on sale of assets less Operating expenses.
2
EBIT is defined as Total income (Operating revenue and gain/(loss) on sale of assets) less
Operating expenses, other gain/loss and depreciation and amortisation.
3
Net interest-bearing debt (NIBD) is defined as total interest-bearing debt (non-current interest-bearing debt and
Current interest-bearing debt) less Cash and cash equivalents, restricted cash and Current financial investments.
4
Equity ratio is defined as Total equity as a percentage of Total assets.
Photo: Håvard Melvær
KEY FIGURES EUR mill 2021 2020
Revenue 24,416 17,878
Profit(loss)/for the period 2,242 3,013
Vessels 73,611 71,431
Newbuildings 131,077 35,957
Total assets 305,602 151,327
Equity 184,332 63,183
EBITDA
1
6,182 7 849
EBIT
2
3,013 4 789
NIBD
3
20,940 44 112
Equity ratio
4
60.32 % 41.75 %
Edda Wind ASA - Annual Report 2021 06
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Board of Directors
Håvard Framnes - Chair of the Board
Håvard Framnes holds a Master of Science in
Business and Economics, MBA in Finance and
Accounting from the Norwegian School of
Business and Economics (NHH) and National
University of Singapore. Håvard Framnes
holds the position as investment director at Johannes Østensjø
dy AS. Framnes’ previous experience includes the role as CFO
in the Østensjø Group, founder and chairman in Reach Subsea
AS, CFO in DeepOcean ASA and various board positions in
DeepOcean ASA group companies. Mr. Framnes has various
experience within auditing and corporate finance, including
from Selmer, PwC and SEB.
Martha Kold Bakkevig - Director
Martha Kold Bakkevig is a non-executive
director of the public listed companies,
Hexagon Purus ASA, Reach Subsea ASA as well
as CapeOmega AS and BW LPG Ltd. She holds
a master’s degree and PhD from the Norwegian
University of Science and Technology (NTNU) and a Doctorate
in Economics from BI Norwegian Business School. Bakkevig has
served two years as Chief Executive Oicer of Steinsvik Group
and ten years as Chief Executive Oicer of DeepWell.
Jan Eyvin Wang - Director
Jan Eyvin Wang has worked in the Wilh.
Wilhelmsen Group since 1982, and
currently holds the position as Executive
Vice President New Energy. He has had
several senior positions in the Wilh.
Wilhelmsen Group in Norway and abroad, including the
position as president and CEO of Wilh. Wilhelmsen ASA, as
well as the position as CEO of EUKOR Car Carriers Inc. and
CEO of United European Car Carriers (UECC). Wang holds a
BA in Business Administration from Heriot-Watt University,
Edinburgh, Scotland from 1981, and an Advanced Management
Programme from Harvard Business School from 2003.
Toril Eidesvik - Director
Toril Eidesvik has broad experience in
international shipping and finance, and has
previously held the position as Chief Executive
Oicer of each of Green Reefers ASA, EMS
Seven Seas ASA and Nekkar ASA (previously
TTS Group ASA). Eidesvik holds several board positions, including
in Munck Cranes AS, Port of London Authority and Eksporinans
ASA. Eidsvik holds a Master of Laws from the University of Oslo
from 1993.
Adrian Geelmuyden - Director
Adrian Geelmuyden is currently
director of Seatankers Management
and has experience as Head of Sale
and Purchase of Solstad Oshore
ASA, Chartering Manager at Deep Sea
Supply and has also been partner and shipbroker at R.S.
Platou. Geelmuyden holds a Bachelor in Economics from
Norwegian School of Business and Economics (NHH).
Duncan Bullock - Director
Duncan Bullock is an investment professional
with 15 years’ experience working in the energy
sector, across developed and emerging markets,
and conventional and renewable energy
infrastructure projects. He is currently an
investment director of Quantum Power. He has previously worked
with Octopus Investments, Citigroup and PriceWaterhouseCooper.
He holds a Master in Arts from Oxford University.
Cecilie Serck-Hanssen - Director
Cecilie Serck-Hanssen is currently CEO
of Gluteus Medius AS, a privately-owned
investment company. She has previously
held several dierent positions at SEB
and DNB within the corporate and private
banking market. She holds a Master of Business Administration
from Norwegian School of Business and Economics (NHH).
Edda Wind ASA - Annual Report 2021 08
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Board of Directors report
provider of oshore wind service vessels, headquartered in
By providing high quality vessels, and over a century of seafaring
know-how to the new global oshore wind industry, Edda Wind
enables commissioning and operation of oshore wind farms,
securing green energy to the world.
The Group owns and operates two purpose-built SOVs, operates
one chartered in frontrunner vessel, and has nine dedicated
oshore wind vessels under construction, whereof two oshore
wind SOVs and seven oshore wind CSOVs. This includes orders
for three CSOVs placed aer the balance sheet date.
Business Strategy and future priorities
Edda Wind has a long-standing track record from maritime
operations. The ambition of the Group is to be the leading
provider of oshore wind service vessels. Following delivery
of the two oshore wind SOVs and seven oshore wind CSOVs
currently under construction, the Group will have the largest
fleet of purpose-built oshore wind SOV/CSOVs in the world,
solely focusing on the fast-growing market for oshore wind
service vessels. The Group’s ambition is to have the majority
of its vessels on long-term contracts, and at the balance sheet
date six vessels/newbuilds have firm long-term contracts. In its
contracting strategy, Edda Wind also aims to secure shorter term
contracts for its CSOVs.
Name Vessel Client Start End Option Location ‘22 ‘23 ‘24 ‘25 ‘26 ‘27 ‘28 ‘29 ‘30 ‘31 ‘32 ‘33 ‘34 ‘35 ‘36 ‘37
Edda
Passat
Mar-18 Mar-23
Up to
5 years
Race Bank wind
farm, UK
Edda
Mistral
Sep-18 Sep-23
Up to
5 years
Hornsea One
wind farm, UK
Edda
Brint
Sep-22 May-37
Up to
1.6 years
Seagreen wind
farm, Scotland
SOV NB
416
Jun-23 Jun-28
Up to
6 months
France
Edda
Breeze
Apr-21 Apr-32
Up to
2.6 years
BARD Oshore 1,
Germany
CSOV
NB 490
Mar-23 Mar-25
Up to
1 year
Dogger Bank,
Scotland
CSOV
NB 491
CSOV
NB 492
CSOV
NB 503
CSOV
NB 257
CSOV
NB 258
Under construction Frontrunner Firm contract Option period
Edda Wind ASA - Annual Report 2021 10
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Sustainability
Sustainability is a strategic objective for Edda Wind and
considered key to its ability to create long-term value for its
shareholders. It represents an opportunity for innovation and
improved eiciency and a foundation for sustained growth.
The Group’s nine oshore wind vessels under construction are
designed to be environmentally friendly without compromising
operational capabilities. Edda Wind has recognised the following
sustainability priorities:
• Contribute to the transistion to a greener future
• Promote sustained, inclusive and sustainable economic growth,
full and protective employment and decent work for all, and
• Ensure integrity, responsibility, quality and
transparency in all business desicions.
Edda Winds ESG reporting can be found on page 18 in this report.
Environment
The growing environmental awareness and requirement for green
and renewable energy is the basis for the Business Strategy, and
operations of Edda Wind’s fleet is part of the solution - not the
problem. Operation of the Group’s vessels nevertheless impacts
the environment. Edda Wind has systems in place for continuous
measurement of emissions to the environment and Edda Wind
is taking measures to protect the environment. The newbuilds
are being equipped with battery hybrid propulsion systems,
which, together with other energy saving equipment, is expected
to reduce emission of greenhouse gases with a minimum of
30 % compared to previous generation oshore wind service
vessels. The newbuilds are also being prepared for installation
of zero-emission hydrogen technology to enable zero-emission
operations.
Health, safety and personnel
The safety of personnel onboard the vessels is paramount
to Edda Wind’s operations. Vessel operations are subject to
certification and audit regime from flag state, classification
societies, charterers as well as external bodies. Østensjø Rederi
AS is ISM-manager and ship manager of the Edda Wind fleet and
qualifies for the following regimes: ISO 9001:2005, ISO 14001:2015,
ISO 45001:2018, ISPS. In relation to personnel, the Group is
monitoring and reporting lost time injury frequency, total
recordable case frequency, restricted work case frequency and
medical treatment injury on a monthly basis, which is followed up
based on established targets, trends and/or individual cases. The
Group had one Lost Time Incident during 2021 related to a non-
work-related injury.
No other recordable cases were noted in 2021. The lost-time
injury frequency (LTIF) was 0.78, within the target to not exceed
1.0. Total recordable case frequency (TCRF) was 0.78, within the
target to not exceed 2.0.
The Group had 7 employees during 2021, whereof 2 are
female. Edda Wind hires in services from Østensjø Rederi AS,
such as vessel crew, corporate management, and technical
management. Edda Wind is dedicated to treating employees and
hired in personnel with respect and have a zero-tolerance for
discrimination. All personnel working for Edda Wind shall have
equal opportunities regardless of gender, ethnic background,
nationality, religion or disability. The working environment
onshore and oshore is considered to be good.
The COVID-19 pandemic continued to influence the maritime
industry during 2021, and Edda Wind was impacted by measures
to contain the spread of the virus, such as travel restrictions
for its seafarers. During the year, crew changes have been
conducted in accordance with applicable guidelines and risk
mitigating procedures. The Group experienced an increase in sick
leave amongst its hired in personnel during the year. For onshore
employees, the Group has facilitated home oice arrangements.
Quality
Edda Wind is committed to doing business in accordance with
laws and legal requirements, hereunder anti-corruption and
bribery laws in all jurisdictions we operate. Laws and other legal
requirements, currently applicable to the Group include, but are
not limited to, European Union, national state, flag state, class,
coastal state, port state and local laws and regulations under
multiple jurisdictions worldwide (however mainly in Europe), such
as those of the European Union, Norway, United Kingdom, Spain
and Germany and the United States.
In addition, Østensjø Rederi AS holds accreditations within
Achilles Utilities NCE, Achilles Oil and Gas Europe, Achilles
Supply-Line, Magnet Joint Qualification System, and Oil
Companies International Marine Forum (OCIMF) and Oshore
Vessel Management and Self-Assessment (OVMSA).
Edda Wind ASA - Annual Report 2021 11
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Board of Directors report
Financial results - Group
The Group’s financial statements for 2021 are prepared in
accordance with International Financial Reporting Standards
(“IFRS”), as endorsed by the EU.
Total operating income for 2021 was EUR 24,416 thousand
compared to EUR 17,878 thousand in 2020. The increase is
primarily due to the commencement of a new long-term contract
in April 2021. The contract is being served by a frontrunner vessel,
Edda Fjord, for the first year of the contract.
Total operating expenses for 2021 was EUR 18,234 thousand
compared to EUR 10,028 thousand in 2020. The increase
is primarily due to the short-term lease of Edda Fjord as
frontrunner vessel. In addition, the Group has established its own
management during 2021, resulting in increased payroll expense.
Included in operating cost is also non-recurring cost of EUR 1,256
thousand, incurred in relation to the IPO process concluded in
November 2021.
Depreciation was EUR 3,169 thousand in 2021 compared to EUR
3,060 thousand in 2020. The depreciation reflects depreciation
of Edda Passat and Edda Mistral. The increase reflects eects on
translation as Edda Passat and Edda Mistral are booked with GBP
as functional currency. There has been no impairment in 2021 or
2020. See further on impairment assessment in the Notes.
Operating profit for 2021 was EUR 3,013 thousand, compared
to EUR 4,789 thousand for 2020. The decrease reflects the
abovementioned factors.
Net financial expense in 2021 was EUR 772 thousand, compared
to EUR 1,758 thousand in 2020. This includes a positive currency
dierence of EUR 946 thousand in 2021, compared to EUR 427
thousand in 2020. The Group also recognised an unrealised gain
on financial derivatives of EUR 208 thousand related to change in
fair value, as well as a realised gain on financial derivatives of EUR
299 thousand following termination of one interest swap during
the year.
Total comprehensive income ended at EUR 4,386 thousand, an
increase of EUR 3,287 thousand compared to 2020. The increase is
partly due to the eects mentioned above. In addition, the Group
has had a positive eect from currency translation dierence due
to currency fluctuations. Currency translation dierence reflects
the eects from revaluating subsidiaries with functional currency
in GBP and NOK to EUR.
The Group did not have any R&D activities during 2021 or 2020.
Financial position - Group
Edda Wind’s material assets at year-end consist of two purpose-
built oshore wind SOVs in operation and six dedicated oshore
wind vessels under construction. Total non-current assets as
of 31 December 2021 was EUR 204,715 thousand (EUR 107,415
thousand in 2020), whereof book value of Edda Wind’s vessels
and newbuildings amounted to EUR 73,611 thousand and EUR
131,077 thousand, respectively (71,431 thousand and EUR 35,957
thousand, respectively for 2020). As the vessels have GBP as
functional currency, fluctuations in book value may occur due
to currency translation. Increase in newbuildings is due to
increased predelivery yard instalments. As at 31 December 2021,
the remaining yard instalments in relation to firm newbuilding
contracts amounted to EUR 149,382 thousand. The Group has
received EUR 2,605 thousand in grants from Enova during the
year, booked as a reduction of newbuilding cost price.
Total current assets as of 31 December 2021 was EUR 100,886
thousand (EUR 43,913 thousand in 2020), whereof EUR 89,520
thousand in cash and cash equivalents (EUR 6,715 thousand in
2020). The increase is mainly due to the proceeds from the IPO
in November. The Group also holds EUR 7,036 thousand in funds
classified as restricted cash (EUR 33,000 thousand in 2020).
Restricted funds are cash received by drawdown of the “Note
Purchase Agreement” of GBP 36,000 thousand less executed
yard payments for newbuild C-415.
Cash and cash equivalents amounted to EUR 89,520 thousand in
2021 (EUR 6,715 thousand in 2020). Net cash flow from operating
activities was EUR 6,765 thousand in 2021 compared to EUR 10,311
thousand in 2020. The deviation between operating profit in the
income statement and net cash flow from operating activities is
explained by changes in working capital. Net cash to investment
activities (cash used) was EUR 67,512 thousand (EUR 41,525
thousand in 2020). Increase in cash to investments are mainly
due to increased pre-delivery yard instalments for newbuildings,
oset by reclassification of EUR 25,964 thousand (EUR 33,000
thousand in 2020) in restricted cash from other current assets
to cash related to C-415 yard instalments paid during the period.
Net cash flow from financing activities was EUR 142,536 thousand
in 2021, compared to EUR 31,445 thousand in 2020. The increase
is primarily due to the proceeds from issuance of new shares
peormed in November and December of EUR 90,131 thousand,,
as well as increased predelivery yard instalments and cash drawn
under vessel financing agreements.
Edda Wind ASA - Annual Report 2021 12
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Board of Directors report
As of 31 December 2021, the Group’s total liabilities were EUR
121,269 thousand (EUR 88,144 thousand in 2020), whereof EUR
10,724 thousand (EUR 8,814 thousand in 2020) is classified as
current liabilities.
Net interest-bearing debt amounted to EUR 20,940 thousand in
2021, compared to EUR 44,113 thousand in 2020. As of 31 December
2021, long-term financing for two vessels and four of the six
newbuildings has been secured. The remaining two newbuildings
have delivery in the third quarter 2023 and second quarter 2024.
See the Notes for further details on interest-bearing debt. Cash
drawn under vessel financing agreements are consecutively
used to pay predelivery yard instalments. For newbuilding C-415,
full loan amount was drawn upon entering the loan agreement,
whereof remaining funds are classified as restricted cash.
At year-end the Group had a total equity of EUR 184,332 thousand,
compared to EUR 63,183 thousand in 2020, corresponding to an
equity ratio of 60.32 % in 2021 and 41.75 % in 2020. The increased
equity is mainly due to issue of new shares following the Initial
Public Oering, as well as a conversion of EUR 27,000 thousand in
shareholder loan from current liabilities to equity.
Financial results and financial
position – parent
Edda Wind ASA serves as parent company of the Group. In 2021
the loss aer tax was EUR 1,085 thousand compared to EUR 917
thousand in 2020. Operating expenses increased by EUR 1,530
thousand during the year, mainly due to non-recurring cost
related to the IPO peormed in November, as well as cost related
to hired in management personnel from Edda Wind Management
AS. Net financial income increased from EUR 38 thousand in
2020 to EUR 1,400 thousand in 2021. The increase is mainly due to
currency eects partly oset by increased interest expense on
shareholder loan of EUR 581 thousand.
The Company’s total assets were EUR 170,236 thousand (EUR
53,610 thousand in 2020) and comprise mainly of shares in
subsidiaries, receivables to related parties and cash. Booked
equity as at 31 December 2021 was EUR 168,121 thousand,
compared to EUR 52,444 thousand in 2020. Equity ratio was
98.76 % in 2021 and 97.83 % in 2020.
The Board has recommended that this year’s losses of EUR 1,085
thousand be allocated as follows: Transferred of uncovered loss
to share premium EUR 1,085 thousand.
Remuneration to management
In accordance with section 6-16a and 6-16b of the Norwegian
Public Limited Liability Companies Act (“Allmennaksjeloven”), the
Board of Directors has issued a statement concerning salaries to
senior executives. Guidelines for the Company’s senior executive
salaries policy are to be presented to the general meeting for
approval. The salary and other remuneration of the CEO are
decided by the Board of Directors. The Board of Directors has
delegated the responsibility for determining the salaries of the
other senior executives to the CEO. The Company has approved
a share purchase program available for the Company’s Board
of Directors and management. Senior executives are entitled
a bonus based on the changes in trading price for the Group’s
shares. See further information on remuneration and pay to Board
of Directors and Executive Management in the notes.
Edda Wind ASA has signed insurance for its Board of Directors
and management covering up to NOK 100 million in the aggregate
for the policy period.
Edda Wind ASA - Annual Report 2021 13
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Market development and outlook
The oshore wind market represents a total installed capacity of
around 50 GW globally as of year-end 2021, following rapid growth
over the last decade. By 2050 the global capacity is expected
to reach approximately 1,000 GW with the largest regions being
Asia, Europe, and North America, representing approximately
61 %, 22 % and 16 % of the installed capacity, respectively.
New oshore wind capacity is now cheaper than most other
renewable sources and conventional sources such as nuclear,
oil, gas and coal. Consequently, the growth of oshore wind is
expected to outpace that of other renewable and conventional
energy sources significantly. The table below shows the expected
growth in number of wind turbines (in thousand) world-wide.
The rapid growth in installed oshore wind capacity calls for
a substantial increase in the number of wind turbines. There
are, per year end of 2021, around 10,000 oshore wind turbines
installed globally, of which approximately 6000 are domiciled
in Europe, being the main market for oshore wind as of today.
By 2030, the best estimates are that approximately 33,000 wind
turbines will be installed oshore.
The following table shows the expected supply and demand
for C/SOVs world-wide (excluding China and the Americas).
Tier 1 includes purpose built vessels. Tier 2 includes high-end
converted oshore vessels.
The strong growth in number of oshore wind turbines is a
principal driver for the expected growth in demand for vessels
both for the installation & commissioning phase, as well as in
operations and maintenance during the wind farms’ 25+ years
lifespan.
Following strong activity in the oshore wind market, among
other things supported by Government ambitions and various
forms of subsidies and price guarantees, with several oshore
wind farms coming closer to installation, tendering activity has
been strong with several long-term contracts awarded during
2021. A strengthened demand for subsea vessels has contributed
to an increase in dayrates in the short- and medium-term market,
as several of these have le the oshore wind market, thereby
reducing potential supply. Generally, the short- and medium-term
market has been solid during 2021, but already now an uptick in
dayrates for 2022 and in particular 2023 can be identified. The
market has seen some ordering of newbuilds since the end of 2020,
although less than can be expected given the expected demand
development. As can be seen from the above chart, supply of
vessels is still well short of present and expected future demand.
In the last six months of 2021, a steady increase in newbuild prices
from yards can be identified. This increase amounts to 10 % and
in some cases 15-20 % compared with earlier years. The highest
prices are generally oered by Northern European, in particular
Norwegian, yards. These trends are expected to continue into the
next financial year, thereby strengthening the position for vessels
under construction for delivery within the next couple of years.
Edda Wind emphasizes that the information included in this
annual report contains certain forward-looking statements that
address activities or developments that the Group anticipates
will or may occur in the future. The statements are based on
assumptions and estimates, and some of them are beyond the
Group’s control and therefore subject to risks and uncertainties.
China
Oceania
South America
North America
Asia excl. China
Europe
0
5
10
15
20
25
30
35
2018 2020 2022E 2024E 2026E 2028E
2030E
Board of Directors report
Source: Clarkson Platou
0
40
80
120
160
200
Tier 1 supply
Tier 2 supply
Total demand for C/SOVs
0
40
80
120
160
200
2020 2021 2022 2023 2024 2025 2026 2027 2028 2029
Source: Clarkson Platou
Edda Wind ASA - Annual Report 2021 14
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Board of Directors report
Risk factors
Edda Wind is exposed to operational, commercial, and financial
risks that may aect the Group’s assets, liabilities, liquidity,
and future cash flow. Daily risk management falls under the
responsibility of the CEO, in close cooperation with the CFO and
the Board of Directors. The Board of Directors peorm yearly
risk analysis to identify strength, weaknesses, opportunities, and
threats and set out risk mitigating actions where needed.
Operational risk
Edda Wind is exposed to the risk of cost increases, hereunder
cost of vessel construction, operating cost and maintenance
cost, as well as risk related to utilisation of the vessels. If any
of the Group’s vessels are taken out of operation, this could
materially impact the Group’s business, prospects and financial
results including its ability to be compliant with the financial
covenants pursuant to its financing arrangements. Long-term
charter agreements include escalation clauses.
Acquisition of new vessels is an important element of the Group’s
growth strategy. The acquisition, construction, supervision and
delivery of new vessels are subject to a number of risks, including
the risk of potential cost overruns and delays, risk of new vessels
not meeting quality and peormance standards and unexpected
operational problems, political unrest, and other circumstances
including consequences of the Covid-19 pandemic or other
macroeconomic factors. The newbuilding contracts are based on
fixed price agreements with the yards.
Commercial risk
The Group’s earnings and liquidity is dependent on the Group’s
ability to obtain profitable rates for its vessels. The demand for
the Group’s services may be volatile and is subject to variations
for several reasons, including competition from other service
providers and uncertainty in the general demand in the industry.
The demand for the Group’s vessels is dependent on the future
development and operation of Oshore Wind Farms.
Whilst Edda Wind has an ambition to further expand its
porolio of contracts, the process for obtaining new customer
agreements is competitive and generally involves an intensive
screening and competitive bidding process.
Climate risk
Climate risk refers to the impact climate change may have on
the Group’s business, such as physical changes in operating
environment, changes in demand for the Group’s services or
regulatory changes.
Eects of climate change, such as rapid weather changes and
extreme weather may, however, result in challenging working
conditions with higher potential for personal injury or severe
damage to or destruction of property and equipment, which in
turn may suspend operations and cause adverse financial eects.
Edda Wind’s vessels are equipped with technology to handle
harsh weather conditions, such as motion compensated gangway
systems and cranes.
The Group’s vessel’s main source of emission is CO2. The Group
is marketing its vessels as ready for zero-emission technology,
meaning that the vessels are prepared for taking on board
zero-emission technology. However, the technology is not fully
developed and is not expected to be until aer a few more years.
The vessels have prepared piping, tank arrangement and other
onboard infrastructure for use of such zero-emission technology.
The ability of the Group to transform to zero-emission vessel
operations and deliver on this, is dependent on several factors,
such as development of technologies, ability to get access to
zero-emission fuel sources and willingness of customers to pay
for upfits and additional operating cost.
In addition, the Group faces the risk of changes in regulatory
requirements. Such risks may be penalties or taxation on CO2
emissions or other cost increasing measures aecting the Group.
The risk may also be changes in the growth of the oshore
wind market due to change in regulatory requirements or
technological advances in other renewable energy segments.
Liquidity and Financial risk
Liquidity risk is related to the risk that the Group may not be able
to meet its financial and operational obligations as they fall due.
The Group’s approach to managing liquidity is to manage cash
flows from operation from long-term charter contracts, and
the liquidity situation is monitored and projected via liquidity
budgets prepared by management on a regular basis. The
Group’s liquidity situation is considered satisfactory at the date
of the Annual Report.
As of 31 December 2021, the Group has entered into three
financing agreements and secured financing of its vessels in use
and four out of six newbuildings. The loan agreements contain
financial covenants relating to minimum liquidity, working capital,
equity ratio and loan to value. The Group was in compliance with
all covenants at year-end and does not anticipate any breaches of
the covenants within the next twelve months.
Edda Wind ASA - Annual Report 2021 15
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Board of Directors report
The Group faces risk that financing of the two remaining
newbuildings may not be obtainable on attractive terms.
The repayment profile under the Group’s existing financing
agreements includes obligations for the Group to repay large
parts of the principal loan balance at the final scheduled
repayment date, close to or at final maturity of the loan.
Consequently, the Group will need to refinance such debts prior
to final maturity.
Edda Wind’s overall policy is to maintain a strong capital base
to maintain investor-, creditor- and marked confidence and to
sustain operations and future business developments.
Foreign exchange risk
The Group’s reporting currency is Euro. A significant portion of
the Group’s operating expenses, capital expenses and certain
of its current and future revenues is and will likely be incurred
in other currencies, such as NOK, GBP and USD. As a result,
the Group is exposed to the risks that such other currencies,
including the NOK, GBP and USD, may appreciate or depreciate
relative to the EUR. The Group has established hedging strategies
to monitor and mitigate risks on material exposures.
Interest risk
The Group has incurred, and may in the future incur, significant
amounts of debt. The Group has a floating interest under certain
of its debt arrangements and is thereby exposed to interest rate
risk. To mitigate risk related to this, the Group has entered into
two long-term interest rate swaps for a portion of the Groups
interest-bearing debt to financial institutions.
Tax risk
Seven of the Group’s vessels under construction are subject
to certain Spanish tax lease structures. Whilst the Spanish tax
lease structures enable the Group to acquire the newbuilds
at a discounted net price, the structure involves certain risks
including counterparty risk and regulatory risk for the Group.
Under such Spanish tax lease structures, Edda Wind assumes
certain obligations and liabilities which would not exist if the
vessels were acquired under the standalone shipbuilding
contract. The tax lease structure is also dependent on
compliance of the various requirements and obligations under
the arrangement, the failure of which may entail Edda Wind being
obliged to repay certain tax lease advantages.
Credit risk
The Group has credit risk related to charter contracts. The
customers are considered solid, and the risk of customers not
having the financial capability to fulfil their obligations to the
Group is considered low.
Subsequent events
On 31 January 2022, Edda Wind ordered three Commissioning
Service Operation Vessels (CSOVs) for delivery in January and
July 2024 in addition to the six vessels the Group has under
construction. The vessels are specially designed for service
operations during the commissioning and operation of oshore
wind farms. One vessel will be built at Astilleros Gondan, Spain
and two vessels are being built at Colombo Dockyard PLC, Sri
Lanka. In addition, the Group has options with the yards to build
more vessels. In relation to ordering new vessels the Group has
established new subsidiaries.
Throughout 2021 inflation became apparent in all regions, an
eect which has further accelerated since year end. The war
in Ukraine has further increased uncertainty and cost relating
to supply of materials, components, and crew. Although the
Group is not directly exposed to Russian or Ukrainian suppliers
there is still a risk that the disruptions, delay, and increased cost
may indirectly aect the Group, its suppliers, or its clients. The
shipbuilding contracts the Group has entered are all based on
firm prices and comprise penalty for late delivery.
The Group has been informed by the yards that there is a delay
in the gangways that will impact the delivery of the two first
vessels to be delivered. Consequently, the Group now expects
hull no 489/ MV Edda Breeze to be delivered to the client in the
beginning of August, and hull no 415 to be delivered to the client
mid-September.
The Group is not conducting business with any party subject to
sanctions by Norwegian State, the United Nations, the European
Union, the Member States of the European Union, the United
Kingdom or the United States of America.
Other than what is stated above, the Company has not
experienced, nor does it have information about any significant
other trends, uncertainties, demands, commitments, or events
that are reasonably likely to have a material eect on the
Company’s financial peormance or prospects since the end of
2021 and until the date of the Annual Report.
Going concern
The Consolidated Financial Statements have been prepared
based on an assumption of going concern. This is based on the
Group’s budgets for 2022, as well as cash flow forecast, and
contract status for newbuildings.
Edda Wind ASA - Annual Report 2021 16
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Oslo, 7 April 2022 - The board of directors of Edda Wind ASA and CEO
Board of Directors report
Statement by the Board of Directors
We hereby confirm that, to the best of our knowledge, the Annual Accounts for the period 1 January 2021 to 31 December 2021 have been
prepared in accordance with applicable accounting standards; and that the information in the accounts represents a true and fair view
of the Group and parent company’s assets, liabilities, financial position, and overall peormance. We further confirm that the Annual
Report provides a true and fair view of the development, earnings and standings of the Group and parent company, and sets out the
most important risk factors and uncertainties facing the Group.
Håvard Framnes
Chairman of the board
Martha Kold Bakkevig
Board member
Jan Eyvin Wang
Board member
Duncan J. Bullock
Board member
Toril Eidesvik
Board member
Adrian Geelmuyden
Board member
Cecilie Wammer Serck-Hanssen
Board member
Kenneth Walland
CEO
Edda Wind ASA - Annual Report 2021 17
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Environmental, Social and Governance
Our approach to ESG
Sustainability is a strategic objective for the Group and is
considered key to our ability to create long-term value for our
shareholders. Overall responsibility for sustainability lies with
the Board of Directors. Regular board meetings are held during
the year, and sustainability-related topics are considered in the
Board’s strategic work, as well as in implementation of business
plans and monitoring of peormance.
Materiality assessment and priorities
Based on a dialogue with stakeholders and assessment of
stakeholders’ expectations and interests, Edda Wind has
assessed prioritised areas within sustainability. Based on
the assessment, Edda Wind has recognised the following
sustainability priorities:
Contribute to the transition to a greener future
• Contribute to decarbonisation in energy production
• Reduce greenhouse gas emissions
• Reduce impact to the ocean
Promote sustained, inclusive and sustainable economic growth,
full and productive employment and decent work for all
• Safe operations
• Equality
Ensure integrity, responsibility, quality and transparency in all
business decisions
• Responsible business
• Cyber security
• Ethics and anti-corruption
Based on the Group’s identified sustainability priorities, the
following UN Sustainability Development Goals have been
selected as being the most material for the Group:
Contribute to the transition
to a greener future
Oshore Wind at the pinnacle
of the energy transition
The global energy sector is on the brink of a stepchange as the
world is accelerating the transition from fossil-based to zero-
carbon energy sources. At the epicenter of the energy transition
is the need to considerably reduce energy-related CO2 emissions
to mitigate climate change. Significant decarbonisation of the
global energy sector demands urgent actions on all levels with the
Paris Agreement laying out bold CO2 emission reduction targets.
To achieve those targets, the global energy sector is dependent
on the development of renewable energy sources, such as
oshore wind, in tandem with frontier technologies aiming at
reducing the carbon footprint in the current energy value chain.
Oshore wind has developed into an industry where proven
concepts already have been scaled up to reduce cost and risk. By
benefitting from economies of scale and a viable and complete
value chain oshore wind has expanded from Europe to other
regions of the world. An increasing number of coastal nations
are announcing new and ambitious plans for developing large
scale oshore wind farms to increase their share of green energy
in the mix.
As the only pure-play provider of construction-/service operation
vessels in the oshore wind segment, Edda Wind pioneers the
field and still come with a proven track record. Able to handle
fixed-foundation and floating wind turbines, regardless of size, our
vessels are all purpose-build at reputable shipyards, allowing us to
operate at high levels of eiciency, reliability and sustainability.
Increased attentiveness towards the energy transition and
sustainability by the public, in combination with multiple political
initiatives underpinned by governmental support such as the
United Nation’s focus on the Sustainability Development Goals
and the Green deal Zero emission target by 2050, as set forth in
the Paris Agreement, provides an ideal backdrop for Edda Wind.
The Group sees an opportunity and responsibility in terms of
creating a cleaner, more sustainable, and energy-eicient future
by actively partaking in the ongoing energy transition.
Edda Wind ASA - Annual Report 2021 19
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Environmental, Social and Governance
Implemented initiatives
Installed battery packs onboard the vessels
The Group’s nine oshore wind vessels under construction are
designed to be environmentally friendly without compromising
operational capabilities. The newbuilds are being equipped with
battery hybrid propulsion systems, which, together with other
energy saving equipment, is expected to reduce the emission of
greenhouse gases by a minimum of 30 % compared to previous
generation oshore wind service vessels with modern diesel
electric propulsion lines without battery storage system and
variable speed configuration i.e., vessels typically delivered from
around 2010 until recently.
Prepared for hydrogen-based operations with zero
GHG-emissions
Edda Wind is at the forefront of developing and applying new
technology to our vessels and operations. This is related to safe
and eicient operation, working environment for personnel
onboard as well as technology for the purpose of reducing, or
removing pollution. The nine vessels under construction will
be prepared to take onboard the Liquid Organic Hydrogen
Carriers (“LOHC”) concept with potential for future zero-
emission operations. In 2021, the Group and Hydrogenious LOHC
Maritime AS, a Norwegian company with focus on development,
marketing, manufacturing, and sales of LOHC onboard solutions,
entered into a letter of intent for using the LOHC technology.
Hydrogenius LOHC Maritime AS has developed and patented
the LOHC technology for a particularly safe, easy, and eicient
storage and transportation of hydrogen, which will revolutionise
the supply chain for hydrogen. The unique feature is that
hydrogen is chemically bonded to the low-toxic, non-explosive
and low-cost carrier oil, which can be used to store and transport
large quantities of hydrogen under ambient conditions, using
the already existing fossil fuel infrastructure. The carrier oil
Hydrogenious LOHC uses – Benzyltoluene – can be loaded
and unloaded with hydrogen many hundreds of times and is
recyclable many times over. Edda Winds target is to be able to
oer this zero-emission solution to clients by the end of 2025.
Oshore Wind at the pinnacle of
the energy transition cont.
Since the very initial installation over 20 years ago, the oshore
wind industry now constitutes a considerable portion of Europe’s
renewable energy mix and numerous coastline-nations in the
Americas and the Far East have launched significant initiatives to
establish oshore wind parks. With turbine technology rapidly
evolving whilst costs are concurrently declining, the oshore
wind industry has attracted significant investments in all parts
of its value chain. Being a pure-play provider in the oshore
wind segment, Edda Wind is contributing to providing cleaner,
renewable, and cost-eicient energy to the world. Sustainability
is at the core of our business model.
Reducing our impact on the environment
Edda Wind fully supports the Green deal Zero emission target
by 2050 and is already taking an active part in reaching the
target, by contributing to the production of renewable energy.
Edda Wind also works actively to manage its own environmental
footprint. This includes our ambitions to reduce carbon emissions
and address wider industry and societal issues linked to climate
action, marine litter and pollution. To provide value to customers
while reducing our environmental impact, we work with our
customers to optimize our vessels, and collaborate on the
development of alternative fuels, including hydrogen. We use the
latest technology for battery-hybrid solutions, and our newbuilds
are prepared for hydrogen-based operations with zero GHG-
emissions.
Edda Wind has high ambitions and target to oer zero-emission
solutions and operations to our customers by 2025 and to be
completely carbon neutral by 2040.
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Environmental, Social and Governance
Emissions – peormance, targets and initiatives
The main source of GHG emission for Edda Wind is from the consumption of fuel on our vessels. The Group operated two Service
Operation Vessels (SOVs) during 2021, as well as a chartered Oshore Service Vessel from April 2021, operating as a frontrunner for one
of the Groups newbuilds to be completed in Q3 2022.
Edda Wind’s two operational SOVs are state of the art vessels delivered from shipyard in 2018, with notably lower GHG emissions than
the chartered OSV (built in 2002). Already, Edda Wind is seeing the eects of its investments. With nine new vessels under construction,
whereof two are to be delivered in 2022, Edda Wind aims to further reduce emissions per vessel by 15 % as indicated in the table below:
In addition, Edda Winds ambition is to oer zero-emission solutions on its vessels by 2025, and thereby further reducing emissions.
1
Average CO2 and SOX emissions per vessel day equals total emissions divided by number of onhire vessel days during the year.
CO
2
emissions per quarter per vessel
2021 Peormance Owned SOVs Chartered in OSV
Total CO2 (kg) 10 164 9 226
Average CO2 emission pr vessel day
1
14.1 34.8
SOx (kg) 3 603 5 766
Average SOx emission pr vessel day 5.0 21.8
Nox (kg) per tonnes fuel consumed 16.9 59.5
0
500
1000
1500
2000
2500
3000
3500
Q1
2020
CO2 emmission in kg
Q2
2020
Owned vessels
Q3
2020
Q4
2020
Q1
2021
Q2
2021
Q3
2021
Q4
2021
Q1
2022
Q2
2022
Q3
2022
Q4
2022
Chartered vessels Average emission pr vessel
Edda Wind ASA - Annual Report 2021 22
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Environmental, Social and Governance
Waste Management
Onboard waste management of the Edda Wind fleet complies with the Convention for Prevention of Marine Pollution (MARPOL), Ballast
Water Management Convention (BWMC), and the International Convention on Oil Pollution Preparedness (OPRC). Edda Wind follows
Østensjø Rederi AS Garbage Management Procedure. All vessels keep a Garbage Record Book and categorise all waste into categories
as defined in the amendments to MARPOL annex V. Waste is disposed in accordance with the guidelines within each category.
Total waste in 2021 was 36,5 tonnes in 2021 compared to 27,7 tonnes in 2020. The increase is due to the introduction of one new vessel in
the fleet during 2021.
During 2021, the Edda Wind’s average waste in kg per personnel hours was 0,06. The Group aims to reduce its non-recyclable
consumption and increase its recycling initiatives.
Spills to the environment
Edda Wind has not had any material spills to the environment during the year.
Kg waste per personnel hours
0.00
0.02
0.04
0.06
0.08
0.10
0.12
Jan
Waste in kg per personnel hours
Feb
Kg waste per personnel hours
Mar Apr May Jun Jul Aug Sep Oct Nov Dec
Linear (Kg waste per personnel hours)
Edda Wind ASA - Annual Report 2021 23
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Environmental, Social and Governance
Promote sustained, inclusive and
sustainable economic growth,
full and productive employment
and decent work for all
Ensuring safe operations
The safety of personnel onboard the vessels is paramount to the
Group’s operations. Vessel operations are subject to certification
and audit regimes from flag states, classification societies,
charterers as well as external bodies. Østensjø Rederi AS is ISM-
manager and ship manager of the Edda Wind fleet and qualifies
for the following regimes: ISO 9001:2005, ISO 14001:2015, ISO
45001:2018, ISPS. In relation to personnel, the Group is monitoring
and reporting lost time injury frequency (LTIF), total recordable
case frequency (TRCF), restricted work case frequency and
medical treatment injury monthly and follow up based on
established targets, trends and/or individual cases.
The Group had one Lost Time Incident in 2021 related to a non-
work related injury. No other recordable cases were noted in 2021.
Both LTIF and TCRF were 0,78 at the end of the year, which is below
the Groups target of LTIF less than 1,0 and TCRF less than 2,0.
Equality
Edda Wind is committed to the principles of non-discrimination and
equal opportunities and strive to create a culture where people are
treated equally regardless of nationality, gender or other factors.
Edda Wind hires in services from Østensjø Rederi AS, such as
vessel crew, corporate services, and technical management. We
conduct our business, whether directly or through suppliers,
with respect for human rights and labor standards, including
conventions and guidelines related to wage and salary, working
conditions, freedom of association and the prevention of child- or
forced labor and are Maritime Labor Convention (MLC) compliant.
Our ISM manager ensures that all seafarers’ contracts are in
accordance with local Collective Bargaining Agreements (CBA)
and International Transport Workers’ Federation (ITF) standards.
We go far to ensure that the people working for us can thrive and
grow, both onshore and oshore. Oshore we provide amenities
like gyms and entertainment, healthy meals, and spacious living
quarters for onboard personnel.
Shipping has traditionally been a male dominated business.
As per 31 December 2021 the Group had seven employees,
whereof two women and a board of directors comprising seven
directors whereof three women. Edda Wind seeks to promote a
diverse workforce and to ensure non-discriminating recruitment
processes, as per HR policies.
Ensure integrity, responsibility,
quality and transparency in
all business decisions
Responsible business
Our goal is to influence our entire value chain toward sustainable
maritime trade. By increasing engagement with our suppliers,
customers, and business partners, we can impart our responsible
stewardship values and business ethics. The Supplier Code
of Conduct seeks to improve the economic, social, and
environmental sustainability of international shipping and
marine industries and is aligned with the United Nations Guiding
Principles on business and human rights.
We continuously focus on peorming ethical and responsible
practices. We want to enable our employees to deliver the best
customer experience and to ensure that we operate with the
highest standards of integrity at all times, according to our Code
of Conduct. Our Code of Conduct contains a set of important
principles, rules, and expectations for ethical standards and
behaviors for all employees.
Cyber security
We work closely with the ship manager, each ship’s crew, and
employees onshore to build and enforce strong cyber protection.
We have conducted a vulnerability assessment of all internet-
facing resources and put in place internal guidelines for secure
application development. GDPR practices have been established
and are managed by our data protection administrators.
Ethics and anti-corruption
Our anti-corruption eorts are based on top-level commitment,
proportionate procedures, risk assessment, communication,
due diligence, monitoring and review. Doing the right things, the
right way is the foundation of our governing elements and our
culture, and we expect the same of our partners and suppliers.
Employees and external stakeholders are encouraged to report
non-compliant behavior through the Group’s whistleblower
procedure. Our ISM manager is a member of Transparency
International, and Edda Wind will adhere to the principles of that
organization.
Edda Wind ASA - Annual Report 2021 24
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Corporate Governance
Edda Wind ASA is the parent company of the Edda Wind Group.
Edda Wind ASA is a Norwegian public limited company listed
on Oslo Stock Exchange, subject to Norwegian corporate,
accounting, exchange listing and security trading legislations.
The Board of Directors has the ultimate responsibility when
it comes to ensuring that the Company has implemented
sound corporate governance. Edda Wind ASA and its Board
of Directors have a strong commitment to ensure trust in the
Company and to enhance shareholder value through eicient
decision-making and improved communication between the
management, the Board of Directors, and the shareholders. The
Company’s framework for corporate governance is intended to
decrease business risk, maximise value and utilise the Company’s
resources in an eicient, sustainable manner, to the benefit of
shareholders, employees, and society at large.
Edda Wind ASA has adopted the Norwegian Code of Practice
for Corporate Governance of 17th October 2018 (the “Corporate
Governance Code”) in 2021. The Corporate Governance Code
is based on the principle of “explain or comply”, which means
that a company must comply with the recommendations of the
Corporate Governance Code or explain why it has chosen an
alternative approach to specific recommendations.
Business
Edda Wind ASA’s objective as set out in its Articles of Association
is to directly or indirectly, own and conduct business within
the oshore renewable segment including, but not limited to,
ownership and management of specialised vessels, various
auxiliary services, as well as participation and ownership in other
companies. The Company’s Articles of Association are available
on the Company’s webpage www.eddawind.com
The Company’s principal objectives, strategies and risk profile
are presented in the Annual Report.
Equity and dividends
The Edda Wind Group’s objectives when managing capital are to
secure financial ability to execute the Group’s operational strategy,
manage operational and financial risks, deliver attractive returns
to the shareholders and to maintain an optimal capital structure to
reduce the cost of capital including compliance with covenants in
the loan agreements and to meet obligation as they fall due.
At 31 December 2021, the Company’s equity amounted to EUR
184,332 thousand.
The Company has an ambition to pay a regular dividend. The
Company aims to pay a dividend of more than 50 % of free cash
flows aer debt service subject to consideration of its outlook,
investment opportunities, working capital, debt service and
financial position.
Equal treatment of shareholders and
transactions with close associates
All shareholders shall be treated on an equal basis. Edda Wind
ASA’s shares are listed on Oslo Stock Exchange and all issued
shares carry equal voting rights.
Any transactions in own shares shall be carried out through the
Oslo Stock Exchange.
Any transactions, agreements or arrangements between the
Company and its shareholders, members of the Board, members
of the executive management team or close associates of any
such parties shall only be entered into as part of the ordinary
course of business and on arm’s length market terms. All such
transactions shall comply with the procedures set out in the
Norwegian Public Limited Liability Companies Act.
Shares and negotiability
The shares in Edda Wind ASA are freely tradable. The Articles of
Association do not impose any limitations on ownership of the
Shares.
General meeting
In accordance with Norwegian law, the Annual General Meeting
of the Company’s shareholders is required to be held each year
on or prior to 30 June. Notice of the General Meeting shall be
made by written notification to all shareholders with a known
address. Provided documents concerning items to be discussed
at the General Meeting are made available at the company’s
website, the requirement of mailing the documents to the
shareholders does not apply. This also applies for documents
which, according to the law, shall be included in or attached to
the notice of General Meeting. Despite this, each shareholder is
entitled to request that the documents concerning items to be
discussed at the General Meeting are mailed.
The company may set a deadline in the Notice of General Meeting
for registration of attendance to the General Meeting, which shall
not fall earlier than five days prior to the General Meeting.
The Board can decide that the shareholders shall be able to cast
votes in writing, including by electronic communication, in a
period prior to the General Meeting. For such voting an adequate
method to authenticate the sender shall be used.
A shareholder may vote at the General Meeting either in person
or by proxy. All of the Company’s shareholders who are registered
in the register of shareholders maintained with the VPS as of the
date of the General Meeting, or who have otherwise reported and
documented ownership to Shares, are entitled to participate at
General Meetings, without any requirement of pre-registration.
Edda Wind ASA - Annual Report 2021 27
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Corporate Governance
The General Meeting is chaired by the chair of the Board,
or an individual appointed by the chairman of the Board of
Directors. Having the chair of the Board of Directors or a person
appointed by him/her chairing the General Meetings simplifies
the preparations for the General Meetings significantly. The
Company encourages shareholders to attend the General
Meeting. It is also the intention to have representatives of the
Board of Directors attending the General Meeting. The Company
will, however, normally not have the entire Board of Directors
attending the meeting as this is considered unnecessary.
The Annual General Meeting shall discuss and decide on the
following matters:
• approval of the annual accounts and the annual
report, including distribution of dividend, if any
• other matters that pursuant to law or the Articles of
Association fall under the authority of the general meeting
Nomination committee
According to the Articles of Association the Company shall have
a nomination committee consisting of minimum two members to
be elected by the general meeting. The members shall be elected
for a period of two years. The general meeting determines the
remuneration to the nomination committee.
The nomination committee propose candidates for members of
the board and the nomination committee, and remuneration to
the members of these bodies. The general meeting may decide
on guidelines for the nomination committee.
Board of directors
The Company’s Board of Directors currently consists of seven
members, whereof four men and three women. None of the
members of the Board hold positions as executive management
in the Company. Three of the members of the Board are
independent of the Company’s main shareholders.
The Chairman of the Board of Directors together with one
Director jointly have the right to sign for and on behalf of the
Company. The Board of Directors may grant procuration. The
Company’s Board of Directors are elected by the Company’s
shareholders in an ordinary or extraordinary General Meeting for
two years at a time.
The work of the board of directors
The Board prepares an annual plan for its work with
special emphasis on the Company’s goals, strategies and
implementation.
The Board of Directors is responsible for the overall management
of the Company and may exercise all the powers of the Company.
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 to
undertake investigations necessary to ensure compliance with
its duties. The Board of Directors may delegate such matters as it
seems fit to the Executive Management. At least every calendar
quarter the Company’s CEO must brief the Board of Directors
about the Company’s activities, financial position and operating
results.
Risk management and internal control
The Board of Directors hold the responsibility to ensure that
the Company has sound internal control and systems for risk
management that are appropriate in relation to the extent and
nature of the Company’s activities.
The Board peorms annual reviews of risk areas and the internal
control systems, and main risks are described in the annual Board
of Directors report.
The Board of Directors has established an Audit Committee
consisting of two Directors of the Board. The primary purposes of
the audit committee are to:
• assist the Board of Directors in discharging its duties relating
to the safeguarding of assets; the operation of adequate
system and internal controls; control processes and the
preparation of accurate financial reporting and statements
in compliance with all applicable legal requirements,
corporate governance, and accounting standards; and
• provide support to the board of directors on the risk
profile and risk management of the Company.
Edda Wind ASA - Annual Report 2021 28
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Corporate Governance
Remuneration of the Board of Directors
The compensation for the members of the Board of Directors
is determined on an annual basis by the shareholders of the
Company at the Annual General Meeting. The Company does not
have any active share option schemes for the members of the
Board.
Remuneration of executive personnel
The Company has a remuneration committee consisting of
two members. The members of the remuneration committee
are appointed by and among the members of the Board of
Directors and shall be independent of the Company’s executive
management. The principal tasks of the remuneration committee
are to prepare:
• the Board of Directors’ declaration on determination
of salaries and other remuneration for executive
management in accordance with the Norwegian Public
Limited Liability Companies Act section 6-16a ; and
• other matters relating to remuneration and other material
employment issues in respect of the executive management.
The Company has approved a one year (calendar year) rolling
incentive scheme for its management. The participants in the
incentive scheme are determined by the Board of Directors. The
maximum bonus pursuant to the incentive scheme equals the
annual base salary, and the bonus accrued is based on changes in
the trading price for the shares:
• below 10 % increase does not entitle bonus
• an increase of 30 % or more entitles maximum bonus
• an increase between 10 % and 30 % entitles
pro rata share of the maximum bonus.
The Company does not have any active share option schemes for
the members of Executive personnel.
Information and communications
The Company has developed Investor Relations Guidelines
with the aim to keep shareholders, analysts, investors and
other stakeholders continuously updated on the Company’s
operations and peormance. Financial reports and presentations
are provided to the market in accordance with the Company’s
financial calendar, on a quarterly and annual basis. Information
of importance is made available to the stock market through
notifications to the Oslo Stock Exchange in accordance with the
Stock Exchange regulations, and on the Company’s website.
Take-overs
The Board of Directors has not established guiding principles on
how to act in the event of a takeover bid, as such situations are
normally characterised by concrete and one-o situations which
makes a guideline challenging to prepare. In the event a takeover
were to occur, the board of directors will consider the relevant
recommendations in the Corporate Governance Code and
whether the concrete situation entails that the recommendations
in the Corporate Governance Code can be complied with or not.
Auditor
The Company’s independent auditor is Ernst & Young AS. The
Auditor is appointed by the General Meeting, which also approves
the auditor remuneration.
The auditor shall:
• participate in the Audit Committee meetings.
• present an annual agenda to the Audit
committee outlining an audit workplan.
• provide the audit committee with an annual written
confirmation of its independence, information on
services other than statutory audit provided to the
Company during the financial year and inform of
any threats to the auditor’s independence.
• be present in the Board meeting where the
Annual Accounts are on the agenda.
• attend the general meeting if the matters to be dealt
with are of such nature that his or her presence is
deemed necessary. However, the auditor is in any case
entitled to participate in the general meeting.
• at least once a year review the Company’s internal control
procedures with the Board of Directors and present
identified weaknesses and proposals for improvement.
The Board of Directors shall establish guidelines in respect of the
executive management’s use of the auditor for other purposes
than auditing.
Edda Wind ASA - Annual Report 2021 29
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Income Statement
(EUR 1.000)
OPERATING REVENUE AND OPERATING EXPENSES Notes 2021 2020
Freight income 2 23 933 17 480
Other operating income 2 484 398
Total operating income 24 416 17 878
Payroll and remuneration 3 (7 320 ) (6 524 )
Other operating expenses 3, 7 (10 914 ) (3 505 )
Total operating expenses (18 234 ) (10 028 )
Operating profit/(loss) before depreciation 6 182 7 849
Depreciation 4 (3 169 ) (3 060 )
Operating profit/(loss) 3 013 4 789
FINANCIAL INCOME AND EXPENSES
Other financial income 8 6
Net currency dierences 946 427
Unrealised gain/(loss) financial derivatives 10 208 (228 )
Realised gain/(loss) financial derivatives 10 299 -
Interest expenses (1 282 ) (1 148 )
Other interest expenses to related parties 7 (18 ) (8 )
Other financial expenses (932 ) (808 )
Financial income/(expense) (772 ) (1 758 )
Profit/(loss) before tax 2 242 3 031
Tax (income)/expense 9 - 18
Profit/(loss) for the year 2 242 3 013
Basic / diluted earnings per share 13 0.06 0.09
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Statement of comprehensive income
(EUR 1.000)
Notes 2021 2020
Profit/(loss) for the year 2 242 3 013
ITEMS THAT MAY BE RECLASSIFIED TO THE INCOME STATEMENT
Currency translation dierences 2 145 (1 914 )
Other comprehensive income, net of tax 2 145 (1 914 )
Total comprehensive income for the year 4 386 1 099
Edda Wind ASA - Annual Report 2021 32
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Note 1 to 15 on the next pages are an integral part of these consolidated financial statements
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Balance Sheet
(EUR 1.000)
ASSETS Notes 31/12/21 31/12/20
Non current assets
Deferred tax asset 9 23 23
Vessels 4 73 611 71 431
Newbuildings 4 131 077 35 957
Machinery and equipment 4 3 3
Total non current assets 204 715 107 415
Current assets
Account receivables 6.7 3 575 3 023
Other current assets 12 7 791 34 174
Cash and cash equivalents 12 89 520 6 715
Total current assets 100 886 43 912
Total assets 305 602 151 327
EQUITY AND LIABILITIES
Equity
Share capital 13 644 9
Share premium 116 128 -
Other equity 67 560 63 174
Total equity 184 332 63 183
Non-current liabilities
Non-current interest-bearing debt 8 110 545 79 330
Total non-current liabilities 110 545 79 330
Note 1 to 15 on the next pages are an integral part of these consolidated financial statements
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Balance Sheet
(EUR 1.000)
EQUITY AND LIABILITIES Notes 31/12/21 31/12/20
Current liabilities
Account payables 7 1 555 1 751
Financial derivatives 10 91 598
Taxes payable 9 - 48
Public duties payable 96 32
Current interest-bearing debt 8 6 951 4 497
Other current liabilities 7 2 031 1 889
Total current liabilities 10 724 8 814
Total equity and liabilities 305 602 151 327
Oslo, 7 April 2022 - The board of directors and CEO of Edda Wind ASA
Note 1 to 15 on the next pages are an integral part of these consolidated financial statements
Håvard Framnes
Chairman of the board
Martha Kold Bakkevig
Board member
Jan Eyvin Wang
Board member
Duncan J. Bullock
Board member
Toril Eidesvik
Board member
Adrian Geelmuyden
Board member
Cecilie Wammer Serck-Hanssen
Board member
Kenneth Walland
CEO
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Cash flow statement
(EUR 1.000)
CASH FLOW FROM OPERATIONS Notes 2021 2020
Profit/(loss) before tax 2 242 3 031
Financial (income)/expenses 772 1 758
Depreciation and amortisation 4 3 169 3 060
Change in net working capital 583 2 462
Net cash flow from operations 6 765 10 311
CASH FLOW FROM INVESTMENT ACTIVITIES
Investments in fixed assets 4 (93 476 ) (8 531 )
Interest received - 6
Changes in restricted cash - investment commitment 12 25 964 (33 000 )
Net cash flow from investment activities (67 512 ) (41 525 )
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from issuance of interest-bearing debt 8 32 190 39 978
Repayment of interest-bearing debt 8 (4 497 ) (4 556 )
Proceeds from other interest-bearing debt 8 43 500 -
Repayment of other debt 8 (16 500 ) (1 318 )
Interest paid including interest derivatives (1 101 ) (1 156 )
Paid other financial expenses (1 187 ) (808 )
Proceeds from issuance of new shares 90 131 -
Increase capital cash eect - 188
Dividend / group contribution - (883 )
Net cash flow from financing activities 142 536 31 445
EFFECTS OF CURRENCY RATE CHANGES ON BANK DEPOSITS, CASH AND EQUIVALENTS
Net change in bank deposits, cash and equivalents 81 789 232
Translation dierence 1 016 -
Cash and cash equivalents at 01.01 6 715 6 483
Cash and cash equivalents at 31.12 89 520 6 715
The group is located and operating in several countries and each entity has several bank accounts in dierent currencies. Unrealised
currency eects are included in translation dierence.
Note 1 to 15 on the next pages are an integral part of these consolidated financial statements
Edda Wind ASA - Annual Report 2021 35
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Statement of changes in equity
(EUR 1.000)
**The capital increase in 2020 included the shares of the sister-entities West Energy AS and Edda Supply Ships (UK) Ltd, as a non-cash
contribution by Johannes Østensjø dy AS. The transaction has been recorded as a common control business combination using the
pooling of interest method and restatement of comparatives. A minor part of the capital increase had cash eect (EUR 188 thousand).
*The Group has incurred EUR 4,474 thousand in transaction cost related to the share capital increase in November 2021. The transaction
cost is accounted for as a deduction in share premium.
Note 1 to 15 on the next pages are an integral part of these consolidated financial statements
Share
capital
Share
premium
Other
paid-in
capital
Retained
earnings
Foreign
currency
translation
reserve
Other
equity
Total
equity
Balance at 01.01.2021 9 0 27 608 34 280 1 286 63 174 63 183
Share capital increase by
conversion of debt
Share capital increase by
issuance of new shares,
November*
Share capital increase by
issuance of new shares,
December
Profit for the year - - - 2 242 - 2 242 2 242
Other comprehensive income - - - - 2 145 2 145 2 145
Balance at 31.12.2021 644 116 128 27 608 36 522 3 430 67 560 184 332
Balance at 01.01.2020 3 0 0 31 267 3 200 34 467 34 470
Net capital increase** 6 - 27 608 - - 27 608 27 614
Profit for the year
Other comprehensive income - - - - (1 914 ) (1 914 ) (1 914 )
Balance at 31.12.2020 9 0 27 608 34 280 1 286 63 174 63 183
Edda Wind ASA - Annual Report 2021 36
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Notes
NOTE 1 - General accounting principles
General information
services to the oshore wind segment within the maritime sector.
Edda Wind ASA is a pu bli c li mit ed li abi li ty c om pany registered in
whose shares are publicly traded at the Oslo Stock Exchange.
Edda Wind ASA (Previously Edda Wind AS, “EWAS”) was founded in
September 2019 as a fully owned subsidiary of Johannes Østensjø
dy AS (“JØDY”). In March 2020 there was a contribution of kind
transaction, where JØDY inserted the shares in Edda Supply
Ships (UK) Ltd (“ESUK”) and West Energy AS (“WEAS”) in EWAS,
and hence the Edda Wind Group was formed. From before the
contribution of kind transaction JØDY was in control of both ESUK
Basis of preparation
The consolidated accounts have been prepared in accordance
with the International Financial Reporting Standards (IFRS), as
endorsed by the European Union.
The financial statements have been prepared on a historical cost
basis, except certain financial assets and liabilities, including
derivatives which are measured at fair value. The consolidated
financial statements are presented in Euro (EUR), and are rounded
to nearest thousand unless clearly stated otherwise.
The Consolidated financial statements have been prepared on a
going concern basis.
New standards and interpretations
not yet adopted
Certain new accounting standards and interpretations have been
published that are not mandatory at 31.12.2021 or prior reporting
periods and have not been early adopted by the Group. These
standards are not expected to have a material impact on the
Group in the current or future reporting periods. The Group will
apply new and amended standards before or when they become
eective.
The following amendments became eective as at 1 January 2021:
• interest Rate Benchmark Reform - Phase 2 - Amendments
to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16.
• covid-19-Related Rent Concessions beyond
30 June 2021 Amendment to IFRS 16.
The amendments listed above did not have any impact on the
amounts recognised in prior periods and are not expected to
significantly aect the current or future periods.
Principles of consolidation
The Group’s consolidated financial statements comprise of
Edda Wind ASA and companies in which Edda Wind ASA has
a controlling interest as at 31.12.2021. A controlling interest is
normally obtained when the Group is exposed, or has rights, to
variable returns from its involvement with the investee and has
the ability to aect those returns through its power over the
investee. Specifically, the Group controls an investee if, and only
if, the Group has:
• Power over the investee (i.e. existing rights that give it the
current ability to direct the relevant activities of the investee
• exposure, or rights, to variable returns from
its involvement with the investee
• the ability to use its power over the
investee to aect its returns
The subsidiaries included in the consolidated financial
statements are listed in note 5.
All intra-group assets and liabilities, equity, income, expenses
and cash flows relating to transactions between members of the
Group are eliminated in full on consolidation. Subsidiaries are
fully consolidated from the date of which control is transferred
to the Group. They are deconsolidated from the date that control
ceases. A change in the ownership interest of a subsidiary,
without loss of control, is accounted for as an equity transaction.
If the Group loses control over a subsidiary, it derecognises
the related assets, liabilities, non-controlling interests and
other components of equity, while any resultant gain or loss
is recognised as profit or loss. Any investment retained is
recognised at fair value.
For the common control business combination in 2020 the
financial statements are presented using the pooling of interest
method.
In the consolidated financial statements, income and expenses
of both domestic and foreign subsidiaries, not using Euro as
functional currency, are translated using the average exchange
rate for the accounting period. Balance sheet items are
translated using the balance sheet date as exchange rate date.
(EUR 1.000)
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Notes
NOTE 1 - General accounting principles cont.
Critical accounting estimates
and assumptions
When preparing the financial statements, the Group must
make assumptions and estimates. These estimates are based
on the actual underlying business, its present and forecasted
profitability over time, and expectations about external
factors such as interest rates, foreign exchange rates and
market fluctuations which are outside the Group’s control. This
represents a substantial risk that actual conditions will vary from
the estimates.
Most balance sheet items will be aected by uncertainty related
to estimates and assumptions to a certain degree. The item most
aected, and where estimates and assumptions are assessed
to have the greatest influence include the Group’s assessment
of vessel values. Accounting principles applied, estimates and
assumptions used by management is presented in the respective
notes.
Segment information
The Group’s chief operating decision makers (the “CODM”),
being the Board of Directors and Group Management team,
measures the financial and operating peormance of the Group
on a consolidated level. The CODM does not review a measure
of operating result on a lower level than the consolidated Group,
therefore the Group has one reportable segment being the
Oshore Wind segment. Refer to note 2 for additional information
regarding revenue by geographical region and major customers.
Summary of significant accounting policies
Significant accounting policies adopted in the preparation of
these consolidated financial statements are included below in
note 1 to the extent they have not already been disclosed in other
relevant notes. These policies have been consistently applied to
all the years presented, unless otherwise stated.
Classification of assets and liabilities
The Group presents assets and liabilities in the balance sheet
based on current/non-current classification. An asset is current
when it is:
• expected to be realised or intended to be sold or
consumed in the normal operating cycle.
• expected to be realised within twelve
months aer the reporting period.
• cash or cash equivalent unless restricted from
being exchanged or used to settle a liability for at
least twelve months aer the reporting period. All
other assets are classified as non-current.
A liability is current when:
• it is expected to be settled in the normal operating cycle.
• it is held primarily for the purpose of trading.
• it is due to be settled within twelve months
aer the reporting period.
• there is no unconditional right to defer the settlement of the
liability for at least twelve months aer the reporting period
The terms of the liability that could, at the option of the
counterparty, result in its settlement by the issue of equity
instruments do not aect its classification. The Group classifies
all other liabilities as non-current. Deferred tax assets and
liabilities are classified as non-current assets and liabilities.
Business combinations
In order for a business combination to exist, the acquired
business or assets must constitute a business, as an integrated
set of activities including inputs, processes and outputs.
Business combinations under common control is accounted
for in accordance with the pooling of interests method where
the assets and liabilities of the two combining businesses are
consolidated using the carrying value prior to the business
combination. The method is applied when the two combining
businesses are under common control prior to the transaction,
and the transaction is not considered to be transitory.
Business combinations not under common control is accounted
for using the acquisition method. The acquired identifiable
tangible and intangible assets, liabilities and contingent liabilities
are measured at their fair values at the aquisition date. Any
excess of the cost of purchase over the net fair value of the
identifiable assets purchased is recognised as goodwill. Any
excess of net fair value of the identified purchased assets over
the cost of purchase is recognised as a bargain purchase gain.
(EUR 1.000)
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Notes
NOTE 1 - General accounting principles cont.
Translations and balances
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 income
statement.
Foreign exchange gains and losses are presented on a net basis in
the income statement, within finance expense.
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 dierences on
assets and liabilities carried at fair value are reported as part of
the fair value gain or loss.
Foreign currencies
The Group’s consolidated financial statements are presented in
Euros, which is also the parent company’s functional currency.
For each entity within the Group, the Group has determined the
functional currency based on the primary economic environment
of which the entity operates. Items included in the financial
statements are measured using that functional currency. The
functional currency for the Group’s entities are EUR, GBP and
NOK.
The financial statements for the Group’s foreign operations,
i.e. subsidiaries with functional currency other than that of the
parent, are translated as follows:
• balance sheet items are translated at the closing
exchange rate on the balance sheet date.
• income and expense items are translated at a rate
that is representative as an average exchange rate
for the period, unless the exchange rates fluctuate
significantly for that period, in which case the exchange
rates at the dates of the transactions are used.
The foreign exchange translation dierence arising from
translating foreign operations are recognised in other
comprehensive income until disposal of the foreign operation.
The Group has not recognised any net investment hedges for its
part in net investment in foreign operations.
The Group has used the following exchange rates:
EUR/NOK EUR/GBP
As per 31.12.2021 9.9888 0.8369
Average 2021 10.1728 0.8601
As per 31.12.2020 10.5053 0.9005
Average 2020 10.7409 0.8890
Spanish tax lease
In connection with the newbuilding contracts the Group has,
together with the Spanish shipyards Balenciaga S.A and Astilleros
Gondan, Spanish banks, Bankinter and Banko de Sabadell, and
certain Spanish participant companies “AIE” (with external
investors) established a structure that qualifies for a Spanish tax
regime for financial leasing of newbuild contracts and vessels
(Spanish Tax Lease). Spanish Tax Lease is a structure containing
certain tax benefits in Spain, that also results in a lower
construction cost for the Group’s vessels. Management has made
several considerations when it comes to accounting of the STL
structure. See note 4 for further information.
Financial instruments
A financial instrument is any contract that gives rise to a financial
asset of one entity and a financial liability or equity instrument of
another entity.
(EUR 1.000)
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Notes
NOTE 1 - General accounting principles cont.
Financial assets
Financial assets are classified at initial recognition based on
the contractual cash flows and the Group’s business model for
managing the financial assets.
Financial assets are primarily derecognised when the right to
receive the cash flows from the financial asset have expired, or
the Group has transferred its rights to receive cash flows from
the asset or has assumed an obligation to pay the received cash
flows in full without material delay to a third party under a ‘pass-
through’ arrangement; and either the Group has transferred
substantially all the risks and rewards of the asset, or the Group
has neither transferred nor retained substantially all the risks and
rewards of the asset, but has transferred control of the asset.
The Group’s financial assets include trade receivables and cash
and cash equivalent. Refer to relevant note for disclosure of
specific accounting treatment applied.
Financial liabilities
Financial liabilities are initially recognised at fair value and
subsequently measured at amortised cost except for certain
financial liabilities at fair value through the income statement.
Financial liabilities are derecognised when the contractual
obligation is discharged, cancelled, or expire. Financial liabilities
are also derecognised when terms are modified and the modified
financial liability is substantially dierent, representing a new
financial liability based on the modified terms.
The Group’s financial liabilities include interest-bearing debt
and financial derivatives. Refer to relevant note for disclosure of
specific accounting treatment applied.
Provisions
Provisions are recognised when the Group faces an obligation
(legal or constructive) as a result of past event and it is probable
that an oulow of resources will be required to settle the
obligation and a reliable estimate can be made on the amount of
the obligation. The expense related to a provision is presented in
the income statement net of any reimbursements. All provisions
are reviewed at end of each reporting period and adjusted to
reflect best estimate of expected cash oulows.
Statement of consolidated cash flow
The statement of cash flow is prepared in accordance with the
indirect model.
(EUR 1.000)
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Notes
NOTE 2 Revenue from contracts with customers
Financial reporting principles
A time charter contract contains both a bareboat element in
scope of IFRS 16 and a service component in scope of IFRS 15.
Revenue for bareboat agreements are in scope of IFRS 16 Leases.
Both the lease element and the service element is recognised as
operating income.
Revenue derived from customer contracts in scope of IFRS 15
Revenue from contracts with customers, are assessed using
the five-step model, where only customer contracts with a firm
commitment is used as basis for revenue recognition. Charter
revenue from contracts with customers is recognised upon
satisfaction of the peormance obligation for the transfer
of goods and services in each such contract. The revenue
amount recognised is equal to the consideration the Group
expects to be entitled in exchange for the goods and services.
Any loss on contract is accrued when a loss is probable. The
peormance obligation is considered satisfied as the charter
service is delivered, and apportioned according to the number
of days for each contract occurring before and aer the end
of an accounting period. The contract period begins when
the vessel is delivered to the customer, and ends when the
vessel is redelivered. As the customers are invoiced in the
amount assessed to correspond to the value of the completed
peormance obligation, the Group have elected to apply the
practical expedient to recognise revenue in the amount to which
it has the right to invoice.
Leases, in which a significant portion of the risks and rewards
of ownership are retained by the Group as lessor, are classified
as operating leases. Lease income for the leasing of vessels is
recognised as operating lease and recognised in the income
statement on a straight-line basis over the lease period. The lease
period commences from the time the ship is made available to
the customer and terminates upon agreed return.
Operating income
The Group’s revenue mainly derives from oering vessels and
maritime personnel to the oshore wind sector under long-term
chartering agreements. Under these agreements the Group
delivers a vessel, including crew, to the customer. The customer
determines, within the contractual limits, how the vessel is to
be utilised. The Group is remunerated at an agreed daily rate for
use of vessel, equipment, crew and other resources or services
utilised under the contract. The Group’s contracts also include
victualling covering meals and bedding provided to customer
personell onboard the vessel. The Group’s revenue is split into
a service element, lease element and revenue from victualling.
The revenue is mainly recognised over time as the peormance
obligation is satisfied over time.
The Group also provide management services to companies
outside of the Group. Remuneration for management services
is classified as other revenue and recognised over time as
peormance obligation is satisfied over time.
(EUR 1.000)
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Notes
NOTE 2 Revenue from contracts with customers cont.
(EUR 1.000)
Payments from charter contracts is generally due within 30 to 60 days aer the end of each month or 30 to 60 days aer the service is
completed. Payment terms for all other services delivered is usually 30 days aer the service is invoiced.
The Group has not recognised any assets from cost incurred to fulfil a contract at 31.12.2021 (2020:0).
The Group has not recognised any revenue in 2021 from peormance obligations satisfied in previous periods (2020: 0), or recognised
revenue that was included in the contract liability balance at the beginning of the period (2020: 0).
Oshore Wind operating revenue 2021 2020
Revenue from contracts with customers:
Service element from contracts with day rate 13 152 9 776
Victualling 1 748 1 063
Other revenue 484 398
Lease revenue:
Lease element from contracts with day rate 9 033 6 641
Total operating income 24 416 17 878
Contract balances 2021 2020
Trade receivables 3 575 3 023
Contract assets - -
Contract liabilities - -
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Notes
NOTE 2 Revenue from contracts with customers cont.
Reporting by customers and geographical markets
Geographical distribution of revenue is based on the location of clients.
The Group’s revenue in 2021 is mainly derived from two customers, representing EUR 18,1 million and EUR 5,9 million. In 2020, the Group’s
revenue mainly derived from one customer.
Contract status and coverage
Leasing
In April 2021 the Group entered into a 12 month lease for the OSV vessel Edda Fjord from related party West Supply VIII AS. This contract
is a lease in scope of IFRS 16,however the Group have elected to apply the recognition exemption for short-term leases and the
Group has recognised the lease payments as an expense over the lease period. The vessel is operating as a frontrunner for Edda Wind
newbuilding vessel Edda Breeze, expected to be delivered in Q3 2022. During the year the Group recognised a lease expense of EUR
5,837 thousand.
Revenue geographical markets
2021 2020
Revenue Ratio % Revenue Ratio %
United Kingdom 18 070 74 % 17 695 99 %
Germany 5 863 24 % - 0 %
Norway 484 2 % 183 1 %
Total 24 416 100 % 17 878 100 %
Vessel Contract duration
Edda Passat Q1 2023 + extension options
Edda Mistral Q3 2023 + extension options
Edda Breeze (Delivery Q3 2022) Delivery to Q2 2032 + extension options
Edda Brint (Delivery Q3 2022) Delivery to Q2 2037 + extension options
NB C-490 (Delivery Q1 2023) Q2 2023 to Q2 2025 + extension options
NB C-416 (Delivery Q1 2023) Q2 2023 to Q2 2028 + extension options
NB C-491 (Delivery Q3 2023) TBA
NB C-492 (Delivery Q2 2024) TBA
(EUR 1.000)
Edda Wind ASA - Annual Report 2021 43
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Notes
NOTE 3 Payroll and remuneration
Financial reporting principles
Employee benefits include wages, salaries, social security contributions, sick leave, parental leave, defined contribution pension and
other employee benefits. The benefits are recognised in the period in which the associated services are rendered by the employees.
The Group has establised a management team during 2021 (The “Edda Wind Management”), with key positions employed in Edda Wind
Management AS. The Group had in total 7 employees in 2021 (2020:4), whereof 4 are employed through Edda Supply Ships (UK) Limited
(“ESS”) (2020:4). All employees are included in defined contribution plans. The vessels crew are hired from Østensjø Rederi AS and
external suppliers and presented as hired personnel.
None of the members of the executive management of the Group were employed in the financial year ended 31 December 2020.
The CEO has a non-compete restriction in his employment contract. There are no agreements between the Group and the members
of management providing for benefits upon termination of employment, except for the CEO who has a contractual right to 12 months’
severance pay following the notice period. There are no loans, prepayments or other guarantees provided to management at year
end. The salary and other remuneration of the CEO are decided by the Board of Directors. The Board of Directors has delegated the
responsibility for determining the salaries of the other senior executives to the CEO.
Employee benefits Notes 2021 2020
Salary and holiday pay 639 245
Employer`s national insurance contribution 81 31
Pension costs 43 15
Other personnel costs 20 10
Total employee benefits 784 301
Hired personnel 7 6 536 6 223
Total employee benefits and hired crew 7 320 6 524
(EUR 1.000)
Remuneration to management From date Wages Bonus
Other
benefits
Other
benefits
2021
Kenneth Walland (CEO) 01/04/2021 162 - 10 8
Håkon Vevang (CCO) 01/04/2021 82 - 1 8
Tom Johan Austrheim (CFO) 18/05/2021 83 - 1 7
Total remuneration to management 327 - 12 23
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Notes
NOTE 3 Payroll and remuneration cont.
Management incentive scheme
The Group has approved a one year rolling incentive scheme for its management. The maximum bonus pursuant to the incentive
scheme equals the annual base salary, and the bonus is accrued based on changes in the trading price for the shares:
• below 10 % increase does not entitle bonus
• an increase of 30 % or more entitles maximum bonus
• an increase between 10 % and 30 % entitles pro rata share of the maximum bonus.
Any dividends distributed on the shares within the relevant incentive periods will be added to the share price. The bonus will be paid
two years aer accrual if the employee is still employed at the payment date. The incentive scheme may be terminated by the Board of
Directors. If it is terminated, the accrued bonus (if any) will be paid to the employees. As of 31.12.2021, the Group has not recognised any
accrued bonus.
The Group elected a new Board of Directors in relation to the IPO in November. The former Board of Directors did not receive
remuneration. The Remuneration to Board of Directors for 2021 consitutes accrued fees for the new Board of Directors. There are no
agreements between the Group and the members of the Board of Directors providing for benefits upon termination.
Remuneration to Board of Directors 2021 2020
Håvard Framnes Chairman 7 -
Jan Eyvin Wang Director 4 -
Geir Flæsen Director (ended November 2021) - -
Johannes Østensjø Director (ended November 2021) - -
Martha Kold Bakkevig Director (joined November 2021) 4 -
Toril Eidesvik Director (joined November 2021) 4 -
Duncan J. Bullock Director (joined December 2021) 2 -
Cecilie Wammer Serck-Hanssen Director (joined December 2021) 2 -
Adrian Geelmuyden Director (joined December 2021) 2 -
Total remuneration to the Board of Directors 27 -
Expensed audit fee (excluding VAT) 2021 2020
Audit services 180 31
Non-audit services required by law 13 -
Tax advisory services 45 -
Other non-audit services 81 27
Total expensed audit fee 318 58
(EUR 1.000)
Edda Wind ASA - Annual Report 2021 45
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Notes
NOTE 3 Payroll and remuneration cont.
Share Purchase Program
The Company approved a share purchase program available for the Company’s Board of Directors and management (either personally
or through a private holding company). The eligible persons were invited to participate in the Oering in November by subscribing for
Oer Shares at a price 25 % lower that the Oer Price, subject to a three year lock-up period on such shares. The price reduction has
been assessed as proportional to the shares being subject to the three year lock-up period, and as such considered to be at market
terms. No payroll cost has been recognised in 2021 in relation to the Share Purchase Program.
The maximum amount the management was allowed to participate with was three times their annual base salary. The maximum amount
for members of the Board of Directors was NOK 500,000 per person.
Shares owned by the Board of Directors and management
The table below shows the shares owned by members of the Board of Directors and by members of management at year end, including
shares owned by immediate family and/or controlled companies:
(EUR 1.000)
Shareholder
Number of
shares
Ownership
share
Kenneth Walland AS Owned by Kenneth Walland (CEO) 260 162 0.40 %
Håkon Vevang CCO 54 200 0.08 %
Lungo Invest AS Owned by Tom Johan Austrheim (CFO) 151 761 0.24 %
Framnes Holding AS Owned by Håvard Framnes (COB) 21 680 0.03 %
Jan Eyvin Wang Board member 37 940 0.06 %
Kold Invest AS Owned by Martha Kold Bakkevig (board member) 21 680 0.03 %
Torild Eidesvik Board member 21 680 0.03 %
Adrial Geelmuyden Board member 21 680 0.03 %
Cecilie Wammer Serck-Hanssen Board member 4 336 0.01 %
Total 595 119 0.93 %
Edda Wind ASA - Annual Report 2021 46
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Notes
NOTE 4 Tangible assets
Financial reporting principles
Tangible assets are recognised at cost
less accumulated depreciation and
accumulated impairment losses in
accordance with IAS 16 Property, plant
and equipment. Tangible assets acquired
by the Group companies are stated at
historical cost. Historical cost comprises
of the assets purchase price, borrowing
costs and any direct attribute cost of
bringing the asset to its operational
condition. Significant fixed assets which
consist of substantial components
with dissimilar economic life have been
unbundled and depreciation of each
component is based on the economic life
of the component.
Depreciation of assets is calculated on
a straight-line basis over the economic
life of the asset adjusted for residual
value and impairment. Depreciation
commences when the asset is ready for
use. Residual value for the vessels aer
its economic life is set to the expected
recycling value of the vessels.
For vessels, a share of the purchase price
is decomposed to periodic maintenance
and are depreciated until first
classification of said vessel. Based on the
Group`s periodic maintenance program,
the expected lifetime of the vessel is set
to 30 years. The periodic maintenance is
depreciated over 5 years.
Ordinary repairs and maintenance costs
are charged to the income statement
in the period which they are incurred,
whereas costs for improving and
upgrading the asset are added to the
acquisition cost and depreciated with the
related asset.
Vessels under construction
(“Newbuildings”) are capitalised based
on instalments paid to the shipyard
and other costs directly attributable to
the construction, including borrowing
costs during the construction period.
Capitalised cost for vessels under
construction is reclassified to vessels
when the vessel is delivered and ready
for use. Vessels under construction is not
subject to depreciation until delivery of
the vessel.
Grants received from government
agencies directly related to the
acquisition of vessels is recognised in
accordance with IAS 20 government
grants as a reduction in the cost price
of the vessel acquired when there is
reasonable assurance that the Group
comply with conditions attaching to the
grants.
Critical accounting
estimates and assumptions
The carrying amount of vessels is based
on management assumption of useful
life and residual value. The basis for the
assessment is for the Group to utilise the
vessels over the entirety of its economic
life, where the residual value of the
vessels at the end of the useful life period
is expected to be close to future price for
steel, less cost of recycling. This includes
the hull and other significant components
designed to last throughout the vessel’s
useful life. Due to a high degree of
uncertainty in the future market for steel
recycling, the Group has concluded to set
the residual value to zero for each vessel.
Management reassesses the useful life
assumption on a yearly basis. Useful life
for SOVs and CSOVs is 30 years, and for
periodic maintenance 5 years.
At each reporting date the vessels are
reviewed for any indicators that the
assets may be impaired. The review is
carried out by management and IAS
36 Impairment of assets is applied to
determine whether tangible assets
are impaired and to account for any
impairment loss identified. Assets that are
subject to amortisation or depreciation
are reviewed for impairment whenever
events or changes in circumstances
indicate that the carrying amount may
not be recoverable. If any such indication
exists, or when annual impairment testing
for an asset is required, estimates of
the asset’s recoverable amount are
prepared. For the purpose of assessing
impairment the assets are grouped at
the lowest levels for which there are
separately identifiable cash flows (cash
generating units, “CGUs”). Management
has assessed that each vessel is a
separate CGU. The recoverable amount
is the highest of the fair market value
less cost to sell, and the net present
value (“NPV”) of future estimated cash
flow from the employment of the asset
(“value in use”). When peorming a value
in use calculation, management must use
judgement in estimating the assets future
cash flow, hereunder utilisation, dayrates
and discount rates.
The NPV is based on a discount rate
according to a weighted average cost of
capital (“WACC”) reflecting the group’s
required rate of return. The WACC is
calculated based on the company’s long-
term borrowing rate and a risk-free rate
plus a risk premium for the equity. If the
recoverable amount is lower than the
book value, impairment has occurred, and
the asset shall be revalued.
Impairment losses are recognised in
the income statement. Non-financial
assets other than goodwill that suered
impairment are reviewed for possible
reversal of the impairment at each
reporting date.
(EUR 1.000)
Edda Wind ASA - Annual Report 2021 47
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Notes
NOTE 4 Tangible assets cont.
2021 Vessels
Period
Maintenance Equipment
New-
buildings Total
Cost 1.1 77 254 2 221 69 35 957 115 501
Additions - - - 93 476 93 476
Currency translation dierences 5 874 169 - 1 644 7 687
Cost 31.12 83 128 2 390 69 131 077 216 664
Accumulated depreciation 1.1 (6 859) (1 185) (66) - (8 110)
Depreciation (2 704) (465) - - (3 169)
Currency translation dierences (591) (103) - - (694)
Accumulated depreciation 31.12 (10 153) (1 753) (66) - (11 972)
Carrying amounts 72 974 637 3 131 077 204 692
Remaining instalments newbuildings 149 382 149 382
2020 Vessels
Period
Maintenance Equipment
New-
buildings Total
Cost 1.1 81 571 2 345 70 - 83 986
Additions - - - 35 957 35 957
Currency translation dierences (4 317) (124) - - (4 442)
Cost 31.12 77 254 2 221 69 35 957 115 501
Accumulated depreciation 1.1 (4 521) (782) (66) - (5 369)
Depreciation (2 610) (450) - - (3 060)
Currency translation dierences 273 47 - - 320
Accumulated depreciation 31.12 (6 859) (1 185) (66) 0 (8 110)
Carrying amounts 70 395 1 036 3 35 957 107 392
Remaining instalments newbuildings 145 570 145 570
(EUR 1.000)
The depreciation schedule for vessels is 30 years straight-line depreciation. For period maintenance, the depreciation is set to 5 years.
Edda Wind ASA - Annual Report 2021 48
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Notes
NOTE 4 Tangible assets cont.
Impairment assessment
The Group has peormed an assessment of impairment
indicators in accordance with IAS 36. Identification of impairment
indicators is based on an assessment of development in market
rates, earnings for the fleet, vessel operating expenses, operating
profit, technological development, change in regulations,
interest rates, discount rates and inherent climate risk. The
impairment assessment covers both operational vessels, as well
as vessels under construction at year end.
Edda Wind’s two operational SOVs, Edda Passat and Edda Mistral,
are both on long-term charter party contracts until Q1 2023 og Q3
2023 respectively. Further, Edda Wind has secured contracts for
four of its vessels under construction.
Following strong activity in the oshore wind market and several
oshore wind farms coming closer to installation, the tendering
activity has been strong, with several live tenders during 2021. A
strengthened demand for subsea vessels has also contributed
to an increase in dayrates, as several subsea vessels have
le the oshore wind market and thereby reducing potential
supply. The market has seen some ordering of newbuilds since
the end of 2020, on par with expectations given the expected
demand development. In the last half of 2021, a steady increase
in newbuild prices from yard has been identified. These trends
are expected to continue into the next financial year. The market
expectations are further supported by a positive price/book ratio
at year end.
Management reporting show that both operational vessels have
been profit making during 2021. The Group has not observed any
decline in the asset’s value during the year that is significantly
more than could be expected from passing of time. The Group
has obtained broker valuation reports from two acknowledged
independent brokers for the two operational SOVs. The valuation
reports indicates that the vessel’s fair value is higher than book
value.
Exposure to climate-related matters could also be an indicator
that an asset it impaired, and the Group has assessed its
exposure to climate risk. Climate risk refers to the impact climate
change may have on the Group’s business, such as physical
changes in operating environment, changes in demand for
the Group’s services or regulatory changes. Eects of climate
change, such as rapid weather changes may result in challenging
working conditions and aect vessel utilisation.For the Edda Wind
fleet, management has assessed this risk as low, as all vessels are
equipped with technology to handle harsh weather conditions,
such as motion compensated gangway systems and cranes. The
Group also faces risk of changes in regulatory requirements.
Such risks may be penalties or taxation on CO2 emissions or other
cost increasing measures adversely aecting the Group. The risk
may also be changes in the growth of the oshore wind market
due to change in regulatory requirements or technological
advances in other renewable energy segments. Given the
accelerating transition from fossil-based to zero-carbon energy
sources, with considerable investments within the oshore wind
segment, the Group does not expect that regulators will impose
adverse requirements to participants within the segment to slow
growth. Although the vessels main source of emission is CO2,
the vessels are built for zero-emission technology and the Group
therefore expects that it will be able to reduce its emissions
going forward.
Based on the above, management has concluded that there are
no indicators of impairment at 31.12.2021.
(EUR 1.000)
Edda Wind ASA - Annual Report 2021 49
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Notes
NOTE 4 Tangible assets cont.
Spanish tax lease
In connection with the newbuilding contracts the Group has,
together with the Spanish shipyards Balenciaga S.A and Astilleros
Gondan, Spanish banks, Bankinter and Banco de Sabadell, and
certain Spanish participant companies “AIE” (with external
investors) established a structure that qualifies for a Spanish tax
regime for financial leasing of newbuild contracts and vessels
(Spanish Tax Lease, or “STL”). Spanish Tax Lease is a structure
containing certain tax benefits in Spain, that also results in a
lower construction cost for the Group’s vessels.
The newbuilding contracts are agreements between the Group`s
Norwegian ship owning companies (the Group subsidiaries) and
the shipyards. The structure is established so that the Norwegian
ship owning companies sell the newbuilds to the Spanish Tax
Lease structure at delivery of the vessels. The Norwegian ship
owning company will lease the vessels back from the Spanish
structure under a bareboat agreement. This agreement will
normally have a contract length of 12 to 36 months from delivery
of the vessel. Upon maturity of the lease contract the Norwegian
ship owning company has a right and obligation to buy the shares
of the Spanish AIE, which has to remain owner of the vessel over a
certain period of years in order to maintain the benefits in the tax
lease structure.
Prior to delivery of the vessel from the Shipyard, the Norwegian
ship owning company pays instalments directly to the shipyard
equal to the net price of the vessel. Following the delivery, the
vessel is sold to a leasing company within the STL structure
at a consideration equal to the gross price of the vessel. The
dierence between the gross and net price is the STL benefit.
In accordance with the lease agreements, all financing and cash
payments in the Spanish lease structure in the leasing period
are pre-arranged between the involved parties, and based on
the agreement, the consideration from the leasing company is
paid to the Norwegian ship owning company and immediately
deposited to an account under the STL structure, less the STL
benefit, which is re-routed to the Shipyard. Following the deposit,
Edda Wind is released from making any other payment under
the STL agreements. As such, the STL benefit is a pre-arranged
flow-through of cash in Edda Wind originating from within the STL
structure. Construction cost for newbuildings under Spanish Tax
lease arrangement is therefore recorded on a net basis (i.e. net of
tax benefit) for the Group.
There are no opportunities for the external investors of the AIE to
make any decisions for the AIE that has not been regulated in the
contracts following the newbuilding contract and the tax lease
contracts, and they are at the end of the lease contract period
obliged to sell the shares to the Norwegian ship owning company
for EUR 1. All construction financing is made from the Norwegian
ship owning companies to the shipyards, and the payments
follows a fixed plan in accordance with the newbuilding contract.
The external post delivery financing of the vessel will remain
in the Norwegian ship owning company during the tax lease
period.
By leasing back the vessels from the spanish tax structure
through a bareboat agreement, the Group retains the control and
use, substantially all the economic benefit of this use, and the
right to direct the use of the vessels.
Hence, the Norwegian ship owning companies remain in control
of the vessels over the entire tax lease contract period, first
through the bareboat agreement and then at the end of the tax
lease where they have the right and the obligation to buy the
shares in the Spanish AIE which owns the vessel at that time.
Based on all facts and cirmumstances discussed above, the
Group have assessed that the sale and purchase agreement
of the vessels do not constitute a sale of the vessels, and that
the vessels shall continue to be recognised and subsequently
measured in accordance with IAS 16 Property, Plant and
equipment during and aer the lease period.
Government grants
For newbuildings, the Group has received a cash grant from
Enova SF, whereof EUR 2.6 million has been received during
the year. The Enova SF grant provides financial support for the
installation of the Liquid Organic Hydrogen Carriers concept with
potential for future zero-emission operations. All of the fleets
newbuildings are prepared for hydrogen-based operations with
zero emission of green house gases.
(EUR 1.000)
Edda Wind ASA - Annual Report 2021 50
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Notes
NOTE 5 Subsidiaries
Financial reporting principles
Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the
ability to aect those returns through its power over the investee. Subsidiaries are fully consolidated from the date on which control is
transferred to the Group. They are deconsolidated from the date that control ceases.
Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised
losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of
subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
The Group’s principal subsidiaries at 31.12.2021 are set out above. There have been no changes to the ownership/voting rights since the
date of acquisition as stated above. Unless otherwise stated, they have share capital consisting solely of ordinary shares that are held
directly by the Group, and the proportion of ownership interests held equals the voting rights held by the Group.
Subsidiaries
Date of
acquisition
Business oice/
country
Nature of
business
Ownership/
voting rights
Edda Wind Management AS 01/02/2021 Haugesund , Norway Management services 100 %
Edda Wind Investment AS 01/04/2021 Haugesund, Norway Investment 100 %
Edda Wind I AS 09/12/2019 Haugesund, Norway Vessel operations 100 %
Edda Wind II AS 24/01/2020 Haugesund, Norway Vessel operations 100 %
Edda Wind III AS 24/01/2020 Haugesund, Norway Vessel operations 100 %
Edda Wind IV AS 24/01/2020 Haugesund, Norway Vessel operations 100 %
Edda Wind V AS 01/02/2021 Haugesund, Norway Vessel operations 100 %
Edda Wind VI AS 01/02/2021 Haugesund, Norway Vessel operations 100 %
West Energy AS 27/03/2020 Haugesund, Norway Vessel operations 100 %
Edda Supply Ships UK Ltd 25/03/2020 Aberdeen, United Kingdom Management services 100 %
Tier-subsidiaries of parent West Energy AS
Puerto de Calella SL 20/12/2018 Santa Cruz de Tenerife, Spain Vessel owner 100 %
Puerto de Llafranc SL 18/12/2019 Santa Cruz de Tenerife, Spain Vessel owner 100 %
Tier-subsidiaries of Edda Supply Ships (UK) Ltd.
Edda Supply Ships III Ltd 03/07/2020 Aberdeen, United Kingdom Dormant 100 %
(EUR 1.000)
Edda Wind ASA - Annual Report 2021 51
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Notes
NOTE 6 Receivables
Financial reporting principles
Account receivables and other receivables, that have fixed or determinable payments that are not quoted in an active market and
that do not contain a significant financing component are classified as receivables. Account receivables and other receivables are
recognised at the original transaction price as determined in accordance with IFRS 15, where the invoiced amount is considered to be
approximately equal to the value derived if the amortised cost method would have been applied. Amortised cost is approximately equal
to fair value.
The Group applies a simplified approach in calculating the expected credit loss in accordance with IFRS 9 Financial Instruments,
recognising a loss allowance based on the estimated lifetime credit losses at each reporting date based on historical credit losses and
knowledge of customers.
Aging of account receivables past due but not impaired 2021 2020
Up to 90 days 187 60
Over 90 days 22 20
Total fallen due 209 79
Account receivables 2021 2020
Receivables from third-party customers 3 440 2 975
Receivables from other related parties 135 48
Total accounts receivables 3 575 3 023
Allowance for expected credit losses - -
Total accounts receivables, net 3 575 3 023
(EUR 1.000)
At 31.12.2021, EUR 209,091 in account receivables had fallen due but not been subject to impairment. Corresponding figures for 2020
are EUR 79,079. Historically, the percentage of bad debts has been low, and the Group expects the customers to settle outstanding
receivables. Receivables fallen due but not subject to impairment have the following age composition:
Edda Wind ASA - Annual Report 2021 52
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Notes
NOTE 7 Related party transactions
Financial reporting principles
Related parties are defined as entities outside of the Group that are under control directly or indirectly, joint control or significant
influence by the owners of Edda Wind ASA. All transactions with related parties are entered into on marked terms based on arm’s length
principles. Transactions with related parties include shared services and other services provided by the Group. Shared Services are
priced in accordance with the principles set out in the OECD Transfer Pricing Guidelines and are delivered according to agreements
that are renewed annually. The services are:
• Operation and supervision of the vessels
• Crew hire
• Corporate management services
• Leasing of frontrunner vessel Edda Fjord
Material related parties
The group’s material related parties are:
• Østensjø Wind AS, which owns 25.7 % of Edda Wind ASA
• Johannes Østensjø d.y. AS, the parent company of Østensjø Wind AS
• Østensjø Rederi AS, a sister company of Østensjø Wind AS.
• Solent Towage Ltd, a company 85 % owned by Johannes Østensjø d.y. AS
• Wilhelmsen New Energy AS, which owns 25.7 % of Edda Wind ASA
• West Supply VIII AS, a company 70.9 % owned by Johannes Østensjø d.y. AS
• Wilhelmsen Insurance Services AS, a sister company of Wilhelmsen New Energy AS
Transactions with related parties - Group 2021 2020
Leasing of Edda Fjord from West Supply VIII AS 5 836 -
Purchase of management services, operation and
supervision of vessels from Østensjø Rederi AS
758 1 103
Sale of services to Østensjø Rederi AS (395) (393)
Hired crew from Østensjø Rederi AS 5 138 5 524
Guarantee commission to Johannes Østensjø d.y. AS 529 33
Interest on shareholder loan to Johannes Østensjø
d.y. AS and Wilhelmsen New Energy AS
581 -
Insurance cost to Wilhelmsen Insurance Services AS 61 -
Interest expenses to Johannes Østensjø d.y. AS on other short term debt 9 8
Total transactions with related parties 12 517 6 276
(EUR 1.000)
Edda Wind ASA - Annual Report 2021 53
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Notes
NOTE 7 Related party transactions cont.
The balance sheet includes the following amounts resulting from transactions with related parties.
Accounts receivable 31/12/2021 31/12/2020
Østensjø Rederi AS 52 48
Edda Crewing Services Ltd 11 -
AS Havørn 2 -
Solent Towage Ltd 63 -
West Supply I AS 7 -
Total accounts receivable 135 48
Accounts payable
Østensjø Rederi AS 350 589
Johannes Østensjø d.y. AS 114 285
West Supply VIII AS 88 -
Edda Crewing Services Ltd 233 -
Mercator Services AS 13 -
Total accounts payable 799 874
Current debt
Østensjø Rederi AS 27 42
Johannes Østensjø d.y. AS 207 189
Solent Towage Ltd 79 74
West Supply VIII AS 49 -
Total current debt 362 304
(EUR 1.000)
Edda Wind ASA - Annual Report 2021 54
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Notes
NOTE 8 Interest-bearing debt
Financial reporting principles
Loans are recognised at fair value when the proceeds are received, net of transaction costs. In subsequent periods, loans are stated at
amortised cost using the eective yield method. Any dierence between proceeds (net of transaction costs) and the redemption value
is recognised in the income statement over the term of the loan. Loans are classified as current liabilities unless the Group or the parent
company has an unconditional right to defer settlement of the liability for at least 12 months aer the balance sheet date.
Interest expense is recognised in the income statement as incurred. Any gain or loss on derecognition is recognised in the income
statement.
In 2020, the Group issued a private placement senior secured notes (the “Senior secured notes 2020 Facility”) of GBP 36 million in
connection with the financing of installment payments for newbuilding vessel to be delivered in 2022.
In March 2021, the Group entered into a Facility Agreement of EUR 38 million in connection with the the pre- and post-delivery financing
of the first CSOV newbuilding to be delivered from Astilleros Gondan in Q3 2022. As per 31.12.2021, the Group has drawn down EUR 32.5
million of the facility. The facility has a fixed annual interest rate of 3.15 %, and is guaranteed by Edda Wind ASA and Johannes Østensjø
d.y. AS.
In November, the Group entered into a pre- and post delivery senior secured green term loan Facility Agreement (“ECA Facility”). The
ECA Facility will be used for the pre- and post-delivery financing of one SOV (C-416) under construction at the Spanish yard Balenciaga
S.A., one CSOV (C-490) under construction at the Spanish yard Astilleros Gondan S.A. The facilities were further used for refinancing of
existing debt relating to the Group’s two operation oshore wind SOVs, Edda Passat and Edda Mistral, incurred under a GBP 48,600,000
term loan agreement entered into by West Energy AS. As per 31.12.2021, the Group has drawn down EUR 42.3 million of the Facility.
During the year, the Group has drawn EUR 43.5 million in shareholder loans from Johannes Østensjø dy AS and Wilhelmsen New Energy
AS. In November 2021 the Group converted EUR 27 million in shareholder loan to equity and repaid the remaining loan of EUR 16.5 million.
The loans held an interest of 4 % p.a.
Interest-bearing debt 31/12/21 31/12/20
Debt to financial institutions 42 021 43 850
Bonds 75 476 39 978
Total interest-bearing-debt 117 496 83 828
(EUR 1.000)
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Notes
NOTE 8 Interest-bearing debt cont.
The tables below show a summary of the terms of the Group’s interest-bearing debt. The Group hedges a part of its interest-bearing
debt with floating interest. Refer to note 10 for further details.
2020 - Debt instrument Facility Currency Interest rate Maturity
Carrying
amount
Debt to financial
institutions
Facility A GBP LIBOR + 3.1 % Aug 2030 23 279
Debt to financial
institutions
Facility B GBP LIBOR + 3.1 % Aug 2023 20 572
Bond Edda Wind III Facility / Senior
Secured Notes 2020
GBP Fixed 3.30 % 2037 39 978
Total interest-bearing debt 83 828
2021 - Debt instrument Facility Currency Interest rate Maturity
Carrying
amount
Debt to financial
institutions
Senior Secured Green term
loan Facility / Newbuild Vessel
Pre-delivery Facility C416
EUR EURIBOR
+ 2.89 %
Upon delivery,
no later than
Oct 2023
-
Debt to financial
institutions
Senior Secured Green term
loan Facility / Newbuild Vessel
Pre-delivery Facility C490
EUR EURIBOR
+ 2.89 %
Upon delivery,
no later than
Oct 2023
-
Debt to financial
institutions
Senior Secured Green term
loan Facility / Edda Passat and
Edda Mistral ECA tranche
GBP Compounded
reference
rate + 3.03 %
Feb 2030 22 479
Debt to financial
institutions
Senior Secured Green
term loan Facility / Edda
Passat and Edda Mistral
Commercial tranche
GBP Compounded
reference
rate + 2.95 %
Dec 2026 19 541
Bond Edda Wind I Facility EUR Fixed 3.15 % Sept 2031 32 459
Bond Edda Wind III Facility / Senior
Secured Notes 2020
GBP Fixed 3.30 % 2037 43 017
Total interest-bearing debt 117 496
(EUR 1.000)
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Notes
NOTE 8 Interest-bearing debt cont.
The tables below show the actual maturity structure, with the amount due in year one as the first year’s instalment classified under
other current liabilities. The amounts are based on contractual undiscounted cash flows ex. interest payments and interest hedge.
Repayments in foreign currency is calculated based on currency rate at the balance sheet date.
The table below show the book value of pledged assets. The Group’s vessels and newbuilds financed with interest-bearing debt is held
as collateral.
Repayment schedule for debt to financial institutions 31/12/21 31/12/20
Due in year 1 4 839 4 497
Due in year 2 4 839 4 497
Due in year 3 4 839 11 355
Due in year 4 4 839 9 772
Due in year 5 and later 22 663 13 132
Total repayment schedule for debt to financial institutions 42 021 43 253
Book value of pledged assets 31/12/21 31/12/20
Pledged vessels 72 974 70 395
Pledged vessels under construction 85 718 -
Total book value of pledged assets 158 691 70 395
Repayment schedule for bond 31/12/21 31/12/20
Due in year 1 2 111 -
Due in year 2 4 161 897
Due in year 3 4 159 1 839
Due in year 4 4 342 1 901
Due in year 5 and later 60 702 35 341
Total repayment schedule for bond 75 476 39 978
(EUR 1.000)
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Notes
NOTE 8 Interest-bearing debt cont.
The table below show the group’s net interest-bearing debt.
Net interest-bearing debt 31/12/21 31/12/20
Non-current interest-bearing debt 110 545 79 330
Current interest-bearing debt 6 951 4 497
Total interest-bearing debt 117 496 83 828
Cash and cash equivalent 89 520 6 715
Restricted cash 7 036 33 000
Net interest-bearing debt 20 940 44 113
(EUR 1.000)
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Notes
NOTE 8 Interest-bearing debt cont.
Changes in liabilities arising from financing activities
The tables below show the changes in the Group’s liabilities arising from financing activities.
1
The cash flow for debt to related parties comprise of proceeds of EUR 43,500 thousand and repayment of EUR 16,500 thousand.
Changes in
net interest-
bearing debt
from financing
activities
Cash and
cash
equivalent
Restricted
cash
Interest-
bearing
debt due
within 1 year
Interest-
bearing
debt due
aer1 year
Debt to
related
parties
Total
financing
activities
Total
change in
net interest-
bearing debt
2021
Net Interest-
bearing debt 01.01
6 715 33 000 4 497 79 330 0 83 828 44 113
Reclassifications 6 951 (6 951) - - -
Cash flows 81 789 (25 964) (4 497) 32 190 27 000
1
54 693 (1 132)
Foreign exchange
adjustments
1 016 6 032 - 6 032 5 016
Other non-cash
movements
(56) (27 000) (27 056) (27 056)
Net Interest-
bearing debt 31.12
89 520 7 036 6 951 110 545 - 117 496 20 940
2020
Net Interest-
bearing debt 01.01
6 483 - 4 749 46 301 0 51 050 44 567
Reclassifications 4 307 (4 307) - - -
Cash flows 232 33 000 (4 559) 39 883 - 35 325 2 093
Foreign exchange
adjustments
(2 657) - (2 657) (2 657)
Other non-cash
movements
111 - 111 111
Net Interest-
bearing debt 31.12
6 715 33 000 4 497 79 330 0 83 828 44 113
(EUR 1.000)
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Notes
NOTE 8 Interest-bearing debt cont.
Financial covenants
Loan agreements entered into by the Group contain financial
covenants. Per 31.12.2021 the Group is not in breach with any
of the covenants included in the facilities as described below
and is not expected to breach any of the covenants within the
next twelve months, provided that the Group’s operations will
continue in accordance with the current plan and course of
business.
ECA facility
i) Free liquidity, on a consolidated basis (but excluding Edda
Wind I AS and Edda Wind III AS) of at least equal to the sum
of EUR 1,500,000 for each of the Group’s vessels on contract
acceptable to the lenders and EUR 2,250,000 for each of the
Group’s vessels without acceptable contract (subject to certain
exclusions). Minimum liquidity cannot be lower than 5 % of the
gross interest-bearing debt (including any lease obligations and
excluding Edda Wind I AS and Edda Wind III AS) for the Company
of a consolidated basis
ii) Working capital > 0
iii) Book equity to total assets of minimum 25 % until 31.12.2022
and thereaer minimum 30 %
iv) From 12 months aer the delivery of newbuild vessels, ratio
of consolidated EBITDA to interest expenses on at last twelve
months basis > 2,5x
The ECA Facility is guaranteed by Edda Wind ASA, and further
includes customary vessel covenants, including, (i) minimum
market value (ii) ship registry, (iii) classification society (iv)
insurance (v) technical and commercial management. The ECA
Facility further includes customary negative covenants, including
(i) ownership (ii) sale of vessels (iii) change to business, (iv) STL
structure, (v) distributions. (vi) investments and acquisitions,
(vii) negative pledge (viii) additional financial indebtedness
(ix) corporate reconstruction, (x) chartering of vessels and
(xi) compliance. The ECA Facility also includes provisions with
respect to prepayment in the event of a change of control.
The ECA Facility agreement also include requirements for
environmental and social compliance, such as compliance with
requirements relating to manning and financial responsibility
and compliance with all material requisite environmental
approvals applicable for Edda Wind. Edda Wind must under
these requirements maintain procedures to monitor compliance
with and to prevent liability under any environmental or social
laws. Edda Wind is also required under the facility to ensure
responsible dismantling of vessels when the vessel is taken out of
service.
The ECA Facility is secured by customary security, including, inter
alia, ship mortgages (C-416, C-490, Edda Mistral and Edda Passat),
assignment of insurance proceeds, assignment of earnings,
assignment of refund guarantees, assignment of shipbuilding
contracts, share pledges in the borrowers and West Energy AS
and assignment of rights of the obligors in relation to the STL
structure.
(EUR 1.000)
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Notes
NOTE 8 Interest-bearing debt cont.
Edda Wind I Facility
i) Debt ratio of Edda Wind I AS not being less than 1.10:1.00 aer
March 2023
ii) the Company having a consolidated book equity of at least EUR
30,000,000
iii) As at the date falling 6 years aer the delivery date of CSOV
C-489, the aggregate outstanding amount of drawn debt
guarantees by the Company in respect of any vessel financings
as a percentage of the maximum notational amount of debt
available under such vessel financings not exceeding 70 %.
The Edda Wind I Facility further includes a change of control
clause and related pre-payment obligations. The definition of
change of
control includes JØDY and Wilhelmsen New Energy AS, acting
jointly, ceasing to control directly or indirectly Edda Wind I AS,
including as a result of an acquisition of 50 % or more by any
individual, entity or group of the beneficial ownership,
ownership or voting power of the shares in Edda Wind I AS. The
EW I Facility further includes negative covenants with respect to
changes of business, distributions, corporate reconstructions
and ability to incur indebtedness of the Company and its
subsidiaries.
The EW I Facility is partly guaranteed by Edda Wind ASA, and
is secured by customary security, including, inter alia, that the
Company has pledged its shares in Edda Wind I AS in favour of
Nordic Trustee AS as security agent on behalf of the lenders and
that mortgage over the newbuild C489 shall be granted upon
delivery of the vessel from the yard. Final maturity under the
facility agreement is 31.09.2031.
Edda Wind III Facility
The Note Purchase Agreement contains several airmative
and negative covenants and related events of default and
acceleration clauses such as no change to the ownership of Edda
Wind III AS, no termination of any material contracts, Spanish
tax lease arrangements and no distributions by Edda Wind III AS
(or subsidiaries of Edda Wind II AS) to any ailiate (with certain
exceptions). The Note Purchase Agreement also contain change
of control clause and related pre-payment obligations. Change of
control is defined as an event where the Edda Wind ASA as parent
collectively cease to own, directly or indirectly, at least 50.1 % of
the voting class capital of the Edda Wind III AS.
The Note Purchase Agreement is secured by customary security,
including, inter alia, that the Company has pledged its shares in
Edda Wind III AS in favour of Nordic Trustee AS as security trustee
for the purchasers and holders of notes and that mortgage
over the newbuild C-415 shall be granted upon delivery of the
vessel from the yard. The notes issued under the Note Purchase
Agreement fall due on 30.04.2037.
(EUR 1.000)
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Notes
NOTE 9 Tax
Financial reporting principles
Income tax in the income statement consists of current tax,
eect of changes in deferred tax / deferred tax assets, and
withholding tax incurred in the period. Income tax is recognised
in the income statement unless it relates to items recognised
directly in equity or other comprehensive income.
Current tax:
Current tax is the expected tax payable or receivable on the
taxable income or loss for the year, using tax rates enacted
or substantially enacted at the reporting date that will be
paid during the next 12 months. Current tax also includes any
adjustment of taxes from previous years and taxes on dividends
recognised in the year.
Deferred tax / deferred tax asset:
Deferred tax is calculated using the liability method on all
temporary dierences arising between the tax bases of assets
and liabilities and their carrying amounts in the consolidated
financial statements. Deferred income tax is determined using
tax rates and laws which have been enacted by the balance
sheet date and are expected to apply when the related deferred
income tax asset is realised, or the deferred income tax liability
settled.
Deferred income tax assets are recognised to the extent that it is
probable that future taxable profit will be available, and that the
temporary dierences can be deducted from this profit. Deferred
income tax is calculated on temporary dierences arising on
investments in subsidiaries and associates, except where the
timing of the reversal of the temporary dierence is controlled by
the Group.
Withholding tax and any related tax credits are generally
recognised in the period they are incurred.
Ordinary taxation
The ordinary rate of corporation tax in Norway is 22 % of net
profit for 2021 and 2020. Norwegian limited liability companies
are encompassed by the participation exemption method for
share income. Thus, share dividends and gains are tax free for
the receiving company. Corresponding losses on shares are not
deductible. The participation exemption method does not apply
to share income from companies considered low taxed and that
are located outside the European Economic Area (EEA), and on
share income from companies owned by less than 10 % resident
outside the EEA.
For Group companies located in the same country and within the
same tax regime, taxable profits in one company can be oset
against tax losses and tax loss carry forwards in other Group
companies. Deferred tax/deferred tax asset has been calculated
on temporary dierences to the extent that it is likely that these
can be utilised in each country and for Norwegian entities the
Group has applied a rate of 22 % for 2021 and 2020.
The eective tax rate for the Group will, from period to period,
change dependent on the Group gains and losses from
investments inside the exemption method and tax exempt
revenues from tonnage tax regimes.
Foreign taxes
Companies domiciled outside Norway will be subject to local
taxation, either on ordinary terms or under special tonnage tax
rules. When dividends are paid, local withholding taxes may be
applicable. This generally applies to dividends paid by companies
domiciled outside the EEA.
(EUR 1.000)
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Notes
NOTE 9 Tax cont.
The Group`s Spanish subsidiaries, Puerto de Calella SL and Puerto de Llafranc SL, are taxed in accordance with the Spanish Tonnage Tax
regime. Tonnage tax is recognised as an operating expense in the income statement.
Allocation of tax expense/(income) for the year 2021 2020
Change in deferred tax - 18
Total tax expense/(income) - 18
Tax eect of temporary dierences
Fixed assets 7 9
Tax loss carried forward (2 411) (236)
Limitation of interest expense carry forward (599) (569)
Deferred tax asset (3 003) (796)
Deferred tax asset (3 003) (796)
Deferred tax allowance 2 980 773
Deferred tax asset (23) (23)
(EUR 1.000)
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Notes
NOTE 10 Financial risk
Financial reporting principles
The Group uses derivatives to address financial risk. Derivatives are initially recognised at fair value and subsequently measured at fair
value through the income statement. Derivatives are classified as financial liabilities when the fair value is negative, and as financial
asset when the fair value is positive.
Market risk
The Group is subject to financial risk through operations, financial markets risk, foreign currency risk, interest rate risk, and freight rates.
The financial risk aects the value of the Group’s financial assets, liabilities and future cash flows.
The Group has established hedging strategies to monitor and mitigate risks on material exposures. Derivatives are only used to manage
the risk related to fluctuations in interest rates. Changes in the market value of financial derivatives are recognised through the income
statement. The fair value of derivatives used for hedging is disclosed below.
The fair value of financial derivatives traded in active markets is based on quoted market prices at the balance sheet date. The fair value
of financial derivatives not traded in an active market is determined using valuation methodology, such as the discounted value of
future cash flows. Independent experts verify the value determination for instruments which are considered material.
Management peorms a continuous evaluation on the eects of the financial instruments applied to address risk. The Group has not
elected to apply hedge accounting, as the financial instrument is not a significant component of the Group’s activity, revenue, or equity.
(EUR 1.000)
Foreign exchange risk
The Group is exposed to currency risk on revenues and costs in non-functional currencies (transaction risk), and balance sheet items
denominated in currencies other than non-functional currencies (translation risk). The Group’s largest foreign exchange exposures are
GBP against EUR and NOK against EUR.
The Groups expected future charter revenue is partly hedged by debt financing and operating expenses in the corresponding foreign
currency, reducing the eect of currency fluctuations in the Group’s income statement.
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Notes
NOTE 10 Financial risk cont.
The eects of changes in currency have the following eects on the Group’s income statement and other comprehensive income:
Except for translation adjustments from subsidiaries with functional currency other than EUR, there are no eects on other
comprehensive income. The Group has an immaterial exposure from NOK against EUR.
The Group’s long-term interest-bearing debt is allocated in the following currencies:
The following table show the Group’s sensitivity on profit and loss before tax due to changes in GBP from the Group’s monetary assets
and liabilities.
Currency through the income statement 2021 2020
Net currency items in the income statement 946 427
Currency translations through other comprehensive income 2 145 (1 914)
Total currency eects through the income statement
and other comprehensive income
3 091 (1 487)
Allocation of currency for interest bearing debt 31/12/2021 31/12/2020
EUR 32 459 -
GBP 85 038 83 828
SUM 117 496 83 828
Income statement sensitivities of changes in
foreign currency (10 %) (5 %) 0 % 5 % 10 %
EUR/GBP Spot rate 31.12.2021 1.08 1.14 1.19 1.25 1.31
Income statement eect 2021 (before tax) 7 088 4 665 2 242 -181 -2 604
EUR/GBP Spot rate 31.12.2020 1.00 1.05 1.11 1.17 1.22
Income statement eect 2020 (before tax) 6 401 4 716 3 031 1 346 -339
(EUR 1.000)
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Notes
NOTE 10 Financial risk cont.
Interest rate risk
The Group’s exposure to interest risk relates primarily to the Group’s interest-bearing debt with floating interest rates. To mitigate risk
related to this, the Group have entered into two long-term interest rate swaps for a portion of the Group’s interest-bearing debt to
finance institutions. One of the interest swaps were terminated in end of 2021. The share of interest-bearing debt to finance institutions
under interest swap agreement was 23.6 % and 46.9 % per year end 2021 and 2020 respectively.
See note 8 for information on the Group’s interest-bearing debt as per 31.12.2021
A 1 % increase in interest rate, will cause a EUR 432 thousand increase in interest cost in 2021 (2020: EUR 222 thousand). Changes is
interest rate does not have any eects on Other Comprehensive Income as the Group does not use hedge accounting.
The following table show the Group’s financial instrument exposed to changes in interest rates.
Financial instruments
2021 Currency Swap Maturity
Notional
amount
Market
value
Interest rate swap agreement one GBP 1.35 % 27/02/2023 9 933 (91)
Total interest rate swap at 31.12 9 933 (91)
Not yet due
1-30 days
overdue
31-60 days
overdue
61-90 days
overdue
>90 days
overdue Total
2021 3 366 187 - - 22 3 575
2020 3 020 3 - - - 3 023
2020 Currency Swap Maturity
Notional
amount
Market
value
Interest rate swap agreement one GBP 1.35 % 27/02/2023 10 286 (299)
Interest rate swap agreement two GBP 1.35 % 27/02/2023 10 286 (299)
Total interest rate swap at 31.12 20 572 (598)
Credit risk
The Group is exposed to credit risk related to charter contracts as the Group has signed contracts with few customers. The customers
are considered solid, and the risk of customers not having the financial capability to fulfil their obligations to the Group is considered
low. The Group has applied the practical simplified approach in accordance with IFRS 9 to calculate loss on receivables. In calculating
loss provisions, receivables are reviewed and assessed on an individual level taking into account facts and circumstances for the
individual customer. No loss provisions have been recognised for receivables in 2021 or 2020.
The following table shows the ageing of accounts receivables:
The main portion of overdue receivables has been paid aer the balance sheet date.
(EUR 1.000)
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Notes
NOTE 10 Financial risk cont.
Liquidity and financing risk
Liquidity risk relates to the risk that the Group will not be able to meet its financial and operational obligations as they are due. The
Group’s approach to managing liquidity is to manage cash flows from operation from long-term charter contracts, and the liquidity
situation is monitored and projected via liquidity budgets prepared by management on a regular basis. The Group has secured financing
for four of its newbuilding vessels due to be delivered in 2022-2024, and expects to be able to secure financing for the remaining vessels
under construction.
The tables below show the expected future undiscounted cash flows from financial liabilities. Interest due is based on interest rates at
period end 31.12.2021 and 31.12.2020.
2021 - Undiscounted cash flows financial liabilities
Less than
1 year
Between
1 and 2 years
Between
2 and 5 years
Later than
5 years
Debt to financial institutions 4 839 4 839 14 518 17 825
Bond 2 111 4 161 13 346 55 857
Debt to group companies - - - -
Financial derivatives 91
Interest due 3 797 3 587 9 030 11 053
Total undisclosed cash flow financing liabilities 10 838 12 587 36 894 84 735
Current liabilities, excluding next year's
installment on interest-bearing debt
3 773
Total gross undiscounted cash flows
financial liabilities 31.12.2021
14 611 12 587 36 894 84 735
2020 - Undiscounted cash flows financial liabilities
Less than
1 year
Between
1 and 2 years
Between
2 and 5 years
Later than
5 years
Debt to financial institutions 4 497 4 497 21 127 13 132
Bond 897 3 740 35 341
Financial derivatives 598
Interest due 1 352 1 211 2 141 1 641
Total undisclosed cash flow financing liabilities 6 447 6 606 27 008 50 114
Current liabilities, excluding next year's
installment on interest-bearing debt
8 814
Total gross undiscounted cash flows
financial liabilities 31.12.2020
15 261 6 606 27 008 50 114
(EUR 1.000)
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Notes
NOTE 10 Financial risk cont.
Capital structure and equity risk
The Group’s overall policy is to maintain a strong capital base to maintain investor, creditor and market confidence and to sustain
operations and future business development.
Capital structure 31/12/2021 31/12/2020
Total equity 184 332 63 183
Total assets 305 602 151 327
Equity ratio 60.3 % 41.8 %
(EUR 1.000)
Fair value
The fair value of financial instrument nominated in other currencies than EUR is determined based on the currency exchange rate at the
balance sheet date. The fair value of financial instruments traded in an active market is based on quoted market prices at the balance
sheet date. The fair value of financial instruments not traded in an active market (over-the-counter contracts) is based on third party
quotes. These quotes use observable market rates for price discovery. Specific valuation techniques used by financial counterparties
(banks) to value financial derivatives include:
• Quoted market prices or dealer quotes for similar derivatives.
• The fair value of interest rate swaps is calculated as the net present value of the
estimated future cash flows based on observable yield curves.
The carrying value less impairment provision of receivables and payables are assumed to approximate their fair values. The Group
estimates the fair value of financial liabilities for disclosure purposes by discounting the future contractual cash flows at current market
interest rates available to the Group for similar financial derivatives.
The following table show the fair value and book value of the Group’s interest-bearing debt.
The fair values are based on cash flows discounted using a rate based on market rates including margins and are within level 2 of the fair
value hierarchy.
2021 - Interest-bearing debt Fair value Book value
Debt to financial institutions 42 345 42 021
Bonds 75 476 75 476
Total interest-bearing debt 31.12 117 821 117 496
2020 - Interest-bearing debt Fair value Book value
Debt to financial institutions 43 253 43 849
Bonds 39 978 39 978
Total interest-bearing debt 31.12 83 231 83 827
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Notes
NOTE 10 Financial risk cont.
Fair value
The following table show the Group’s financial liabilities as measured in the fair value hierarchy. The Group’s only financial liabilities
measured at fair values are interest rate swaps financial derivatives. The Group does not hold financial assets measured at fair value.
The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. A market is
regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service,
or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis.
Level 1: The quoted market price used for financial assets is the current close price. The Group does not hold financial assets or liabilities
measured at level 1 as of year end 2021 or 2020.
Level 2: The fair value of financial instruments not traded in an active market (over-the-counter contracts) are based on third party
quotes (Mark-to-Market). These quotes use observable market rates for price discovery. The dierent techniques typically applied by
financial counterparties (banks) were described above. These instruments - interest rate swap derivatives - are included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the financial asset or liability is in level 3. The
Group does not hold financial assets or liabilities measured at level 3 as of year end 2021 or 2020. As such, there are no changes in level 3
instruments during the periods.
The following tables show the changes in financial instruments measured at fair value
Financial liabilities at fair value 31/12/2021 31/12/2020
Level 1
Level 2 91 598
Level 3
Total financial liabilities at fair value 91 598
Financial liabilities at fair value 2021 2020
Financial liabilities measured at fair value at 1.1 598 370
Gain/(loss) in fair value through the income statement (208) 228
Derecognition of interest swap due to termination (299) -
Total financial liabilities at fair value 31.12 91 598
(EUR 1.000)
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Notes
NOTE 10 Financial risk cont.
Financial instrument by category
The following tables show the Group’s financial assets and liabilities by measurement category.
2021
Assets
Amortised
cost
Fair value
through
income
statement Total
Accounts receivable and other short-term receivables 11 366 11 366
Cash and cash equivalents 89 520 89 520
Total assets 31.12. 100 886 0 100 886
2020
Assets
Amortised
cost
Fair value
through
income
statement Total
Accounts receivable and other short-term receivables 37 197 37 197
Cash and cash equivalents 6 715 6 715
Total assets 31.12 43 912 0 43 912
Liabilities
Non-current debt to financial institutions 37 181 37 181
Non-current bonds 73 364 73 364
Financial derivatives - 91 91
Current debt to financial institutions 4 839 4 839
Current bonds 2 111 2 111
Other current liabilities 3 682 3 682
Total liabilities 31.12. 121 178 91 121 269
Liabilities
Non-current debt to financial institutions 39 352 39 352
Bonds 39 978 39 978
Financial derivatives 598 598
Current debt to financial institutions 4 497 4 497
Other current liabilities 3 640 3 640
Total liabilities 31.12 87 467 598 88 065
(EUR 1.000)
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Notes
NOTE 11 Other circumstances
COVID-19
The Covid-19 pandemic has had a limited economic impact in 2021 compared to what could be expected when the pandemic started.
Although there has been certain logistical challenges, especially related to crew-changes and supplies, and thereby somewhat
increased expenses, the Group has handled the consequences of the Covid-19 through established routines and implemented
measures, and thereby managed to ensure a stable operation of the Group’s vessels through 2021. Going forward, there is still
uncertainty to what extent Covid-19 may negatively aect operation, newbuilding projects and economic growth, but the Group will
continue to monitor the situation closely and take actions as required to ensure stable operations.
Inflation and risk in supply chains
Throughout 2021 inflation became apparent in all regions where the Group operates, an eect which has further accelerated into 2022.
Together with shortages and bottlenecks in several value chains, this has generally increased prices and uncertainty related to delivery
of parts and components. The war in Ukraine has further increased uncertainty and cost relating to supply of materials, components,
and crew. This includes, but is not limited to, delivery of steel and other components to the yards. Although the Group is not directly
exposed to Russian or Ukrainian suppliers, there is still a risk that disruptions, delay, and increased cost may indirectly aect the Group,
its suppliers, or its clients.
The shipbuilding contracts the Group has entered are all based on firm prices and include penalty for late delivery as well as security for
pre-delivery installments. However, there is a risk that such clauses will not fully compensate the Group in case of non-peormance by
the yards.
The time-charter contracts include escalation clauses to mitigate the eect of increases related to technical and crew cost on an
annual basis. Although such clauses are constructed and intended to be aligned with the underlying cost base, there is a risk that they
do not fully compensate the Group for any and all cost increases as they materialize. Generally, such clauses are based on annual oicial
statistics and consequently income escalation, or de-escalation are peormed in arrears.
Vessel delivery and commissioning
The Group has a significant newbuilding program and will enter the market with a fleet of purpose built newbuildings. A majority of
the vessels are built at a yard where the Group, through Østensjø Rederi AS - as technical manager, has a longstanding and successful
track-record. However, in relation to new vessels and equipment there is always an element of risk until delivery and commissioning –
generally, as well as specifically in relation to the situation following the war in Ukraine.
(EUR 1.000)
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Notes
NOTE 13 Share capital
Shares owned by Johannes Østensjø d.y. AS was transferred to Østensjø Wind AS in October.
In November 2021, the Company was converted into a public limited liability company (ASA) and increased its share capital from NOK 101
thousand to NOK 3,300 thousand through conversion of shareholder loan in the amount of EUR 27 million, The increase was peormed
by increasing the par value of the shares. Following the increase in share capital, the number of shares was increased from 3,300 shares
at nominal value of NOK 100 per share, to 33 million shares with nominal value of NOK 0.1 per share.
In November 2021, Edda Wind peormed an Initial Public Oering and was listed on Oslo Stock Exchange. The Oering included
28,601,626 New Shares issued, and the Company increased its Share Capital by NOK 2,860,163. In December 2021, Edda Wind increased
its share capital by NOK 271,286 by issuance of 2,712,862 new shares. The increase was peormed in connection with the over-allotment
option following the Initial Public Oering.
Following the conversion of shareholder loan and share capital increase, Edda Wind’s share capital amounts to NOK 6,431,449 divided
into 64,314,488 shares, each with a nominal value of NOK 0.1.
Financial reporting principles
Ordinary shares are classified as equity. Incremental cost directly attributable to the issue of new shares is shown in equity as a
deduction, net of tax, from the proceeds.
(EUR 1.000)
NOTE 12 Cash and cash equivalents
Financial reporting principles
Cash and cash equivalents include cash in hand and deposits held at call with banks with maturities of three months or less. Restricted
deposits are classified separately from unrestricted bank deposits under cash and cash equivalents.
In addition to amount in cash and cash equivalent, the Group holds restricted cash of EUR 7.0 million at 31.12.2021 (2020: EUR 33 million)
in Edda Wind III AS only available for expected instalment to shipyards for newbuildings. The Group also holds restricted cash related to
withheld tax of EUR 39 thousand.
Cash and cash equivalents 31.12. 2021 2020
Bank deposits 89 520 6 715
Sum cash and cash equivalents 31.12. 89 520 6 715
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Notes
NOTE 13 Share capital
(EUR 1.000)
20 largest shareholders at 31.12.2021 Country
Number of
shares
Ownership
share
ØSTENSJØ WIND AS Norway 16 500 000 25.7 %
WILHELMSEN NEW ENERGY AS Norway 16 500 000 25.7 %
CREDIT SUISSE (SWITZERLAND) LTD Ireland 6 504 065 10.1 %
GEVERAN TRADING CO LTD Cyprus 6 504 065 10.1 %
J.P. MORGAN BANK LUXEMBOURG S.A. Luxembourg 1 362 500 2.1 %
THE NORTHERN TRUST COMP, LONDON BR United Kingdom 738 855 1.1 %
J.P. MORGAN BANK LUXEMBOURG S.A. Luxembourg 634 402 1.0 %
VERDIPAPIRFONDET DNB SMB Norway 629 902 1.0 %
VERDIPAPIRFONDET ALFRED BERG GAMBA Sweden 603 153 0.9 %
FORENEDE INDUSTRIER SHIPPING AS Norway 585 716 0.9 %
PORTIA AS Norway 500 000 0.8 %
LUDVIG LORENTZEN AS Norway 500 000 0.8 %
VJ INVEST AS Norway 469 581 0.7 %
VERDIPAPIRFONDET NORDEA NORGE VERD Norway 455 285 0.7 %
VERDIPAPIRFONDET ALFRED BERG NORGE Sweden 419 334 0.7 %
VERDIPAPIRFONDET NORDEA AVKASTNING Norway 357 724 0.6 %
CITIBANK, N.A. Ireland 330 150 0.5 %
BECK ASSET MANAGEMENT AS Norway 313 000 0.5 %
VERDIPAPIRFONDET ALFRED BERG AKTIV Sweden 306 795 0.5 %
VERDIPAPIRFONDET STOREBRAND NORGE Norway 300 000 0.5 %
20 largest shareholders 54 514 527 84.8 %
Others 9 799 961 15.2 %
Total 64 314 488 100.0 %
Largest shareholders at 31.12.2020
Johannes Østensjø d.y AS Norway 750 75 %
Wilhelmsen New Energy AS Norway 250 25 %
Total 1 000 100 %
At 31.12.2020 the Group’s share capital represented 1000 shares at nominal value NOK 101.
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Notes
NOTE 14 Earnings per share
Financial reporting principles
Basic/diluted earnings per share (“EPS”) is calculated by dividing profit for the period attributable to the owners of the parent company,
by average number of total outstanding shares.
The calculation of basic and diluted earnings per share is based on the income attributable to ordinary shareholders and a weighted
average number of ordinary shares outstanding. The company does not hold treasury shares and the weighted average number of
diluted and ordinary shares is the same, as the company does not hold any dilutive instruments.
The Group peormed a share split during 2021 and increased its number of shares to 33 million. The EPS calculation has been adjusted for
this in all periods presented. Refer to note 13 for further information.
Earnings per share 2021 2020
Net profit attributable to ordinary shareholders of Edda Wind ASA 2 241 591 3 012 909
Weighted average number of outstanding shares to calculate EPS 35 843 280 33 000 000
Earnings per share in EUR 0.06 0.09
(EUR 1.000)
NOTE 15 Events aer balance sheet date
On 31.01.2022, Edda Wind ordered three new Commissioning Service Operation Vessels (CSOVs) for delivery in January and July 2024 in
addition to the six vessels the Company already has under construction. In relation to ordering new vessels, the Group has established
new subsidiaries as contract-parties under the new shipbuilding contracts.
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Income Statement (Parent company)
(EUR 1.000)
OPERATING EXPENSES Notes 2021 2020
Other operating expenses 6 2 485 955
Total operating expenses 2 485 (955)
Operating profit (2 485) (955)
FINANCIAL INCOME AND EXPENSES
Interest income from group companies 6 358 75
Other financial income 6 237 -
Net currency dierences 1 496 (31)
Interest paid to group companies 6 (40) 3
Interest expenses to related parties 6 (581) -
Other financial expenses (71) 3
Financial income/(expense) 1 400 38
Profit/(loss) before tax (1 085) (917)
Tax (income)/expense 7 - -
Profit/(loss) for the year (1 085) (917)
Note 1 to 9 on the next pages are an integral part of these financial statements
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Balance Sheet (Parent company)
(EUR 1.000)
ASSETS Notes 31/12/21 31/12/20
Financial assets
Investment in subsidiary companies 3 66 365 45 058
Total financial assets 66 365 45 058
Current assets
Receivables from group companies 6 23 282 6 034
Dividend 6 - 2 221
Other short-term receivables 6 587 59
Cash and cash equivalents 8 80 002 239
Total current assets 103 871 8 552
Total assets 170 236 53 610
EQUITY AND LIABILITIES
Equity
Share capital 4,5 644 9
Share premium 5 167 478 52 435
Total equity 168 121 52 444
Current liabilities
Account payables 6 874 782
Other current liabilities 6 1 241 385
Total current liabilities 2 115 1 167
Total equity and liabilities 170 236 53 610
Note 1 to 9 on the next pages are an integral part of these financial statements
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Oslo, 7 April 2022 - The board of directors and CEO of Edda Wind ASA
Balance Sheet (Parent company)
(EUR 1.000)
Note 1 to 9 on the next pages are an integral part of these financial statements
Håvard Framnes
Chairman of the board
Martha Kold Bakkevig
Board member
Jan Eyvin Wang
Board member
Duncan J. Bullock
Board member
Toril Eidesvik
Board member
Adrian Geelmuyden
Board member
Cecilie Wammer Serck-Hanssen
Board member
Kenneth Walland
CEO
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Cash flow statement (Parent company)
(EUR 1.000)
CASH FLOW FROM OPERATIONS Notes 2021 2020
Profit/(loss) before tax (1 085) (917)
Change in trade payables 92 782
Change in other current assets and other liabilitites (18 341) 321
Net cash flow from operations (19 334) 60
CASH FLOW FROM INVESTMENT ACTIVITIES
Dividends received from subsidiaries 6 2 314 -
Investments in subsidiaries (21 376) (13)
Net cash flow from investment activities (19 063) (13)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from other interest-bearing debt 43 500 -
Repayment of other interest-bearing debt (16 500) -
Increase capital 4 90 131 188
Net cash flow from financing activities 117 131 188
EFFECTS OF CURRENCY RATE CHANGES ON BANK DEPOSITS, CASH AND EQUIVALENTS
Net change in bank deposits, cash and equivalents 78 734 235
Translation dierence 1 028 -
Cash and cash equivalents at 01.01 239 3
Cash and cash equivalents at 31.12 80 002 239
Note 1 to 9 on the next pages are an integral part of these financial statements
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Notes
NOTE 1 - Accounting policies
The financial statements have
been prepared in accordance with
the Norwegian Accounting Act
of 1998 and generally accepted
accounting principles in Norway.
Shares in subsidiaries
Subsidiaries and investments in
associates are valued at cost in the
company accounts. The investment
is valued at cost of the shares in the
subsidiary, less any impairment losses.
An impairment loss is recognised if the
impairment is not considered to be
temporary, in accordance with generally
accepted accounting principles.
Impairment losses are reversed if the
reason for the impairment loss disappears
in a later period. Dividend, group
contributions and other distribution
from subsidiaries are recognised in the
same year as they are recognised in the
financial statements of the provider. If
dividends / group contributions exceed
withheld profits aer the acquisition date,
the excess amount represents repayment
of invested capital, and the distribution
will be deducted from the recorded value
of the acquisition in the balance sheet for
the parent company.
Provisions
Provisions are recognised when the
Company faces an obligation (legal or
constructive) as a result of past event and
it is probable that an oulow of resources
will be required to settle the obligation
and a reliable estimate can be made on
the amount of the obligation. The expense
related to a provision is presented in the
statement of profit and loss. All provisions
are reviewed at end of each reporting
period and adjusted to reflect best
estimate.
Valuation and classification
of assets and liabilities
Assets intended for permanent ownership
or use in the business are classified as
non-current assets. Other assets are
classified as current assets. Receivables
due within one year are classified as
current assets. The classification of
current and non-current liabilities is
based on the same criteria. Current
assets are valued at the lower of historical
cost and fair value. Fixed assets are
carried at historical cost but are written
down to their recoverable amount if
this amount is lower than the carrying
amount and the decline is expected to
be permanent. Fixed assets with limited
economic life are depreciated on a
systematic basis in accordance with a
reasonable depreciation schedule. Other
long-term liabliities, as well as short-term
liablities, are valued at nominal value.
Use of estimates
The management has used estimates
and assumptions that have aected the
income statement and the valuation of
assets and liabilities, as well as uncertain
assets and liabilities on the balance sheet
date during preparation of the financial
statements in accordance with generally
accepted accounting principles in
Norway.
Foreign currency
The financial statements of the Company
are presented in Euro. Monetary items
(assets, liabilities and bank deposits) in
foreign currency are converted at the
exchange rate as on the balance sheet
date.
The functional currency in the Company
was changed from NOK to EUR in 2020.
Receivables
Receivables are recognised at nominal
value, less the accrual for expected losses
of receivables.
Provisions for doubul accounts are made
on the basis of individual assessment
of each receivable. For the remaining
receivables, a general provision is
estimated based on expected loss.
Dividend
Dividend income is recognised when the
right to receive payment is established,
normally when the dividend is approved
by the General Meeting of subsidiary.
Dividend distribution to Shareholders
is recognised as a liability when the
dividend is approved by the General
Meeting.
Tax
The tax expense consists of the tax
payable and changes to deferred tax.
Deferred tax/tax assets are calculated on
all dierences between the book value
and tax value of assets and liabilities.
Deferred tax assets are recorded on the
balance sheet when it is more likely than
not that the tax assets will be utilised.
Taxes payable and deferred taxes are
recognised directly in equity to the extent
that they relate to equity transactions.
Cash flow statements
The statement of cash flow is prepared
in accordance with the indirect model.
Cash and cash equivalents include cash,
bank deposits and other short term
investments which immediately and with
minimal exchange risk can be converted
into known cash amounts, with due date
less than three months from purchase
date.
(EUR 1.000)
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NOTE 2 Payroll and remuneration
Edda Wind ASA has no employees and is therefore not obliged to follow the Mandatory Occupational Pensions Act. Edda Wind ASA’s
management team is employed and remunerated through subsidiary Edda Wind Management AS as shown in table below:
The Group elected a new Board of Directors in relation to the IPO in November. The former Board of Directors did not receive any
remuneration. The Remuneration to Board of Directors for 2021 consitutes accrued fees for the new Board of Directors.There are no
agreements between the Group and the members of the Board of Directors providing for benefits upon termination.
Remuneration to management From date Wages Bonus
Other
benefits
Other
benefits
2021
Kenneth Walland (CEO) 01/04/2021 162 - 10 8
Håkon Vevang (CCO) 01/04/2021 82 - 1 8
Tom Johan Austrheim (CFO) 18/05/2021 83 - 1 7
Total remuneration to management 327 - 12 23
Remuneration to Board of Directors 2021 2020
Håvard Framnes Chairman 7 -
Jan Eyvin Wang Director 4 -
Geir Flæsen Director (ended November 2021) - -
Johannes Østensjø Director (ended November 2021) - -
Martha Kold Bakkevig Director (joined November 2021) 4 -
Toril Eidesvik Director (joined November 2021) 4 -
Duncan J. Bullock Director (joined December 2021) 2 -
Cecilie Wammer Serck-Hanssen Director (joined December 2021) 2 -
Adrian Geelmuyden Director (joined December 2021) 2 -
Total remuneration to the Board of Directors 27 -
Expensed audit fee (excluding VAT) 2021 2020
Audit services 126 2
Non-audit services required by law 8 -
Tax advisory services 45 -
Other non-audit services 81 12
Total expensed audit fee 259 14
Notes
(EUR 1.000)
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NOTE 3 Investment in subsidiaries
Subsidiaries
Business oice/
country
Nature of
business
Ownership/
voting rights Equity Result
Book
value
Edda Wind Management
AS
Haugesund,
Norway
Management
services
100 % 25 16 33
Edda Wind Investment AS Haugesund,
Norway
Investment 100 % (2) (5) 4
Edda Wind I AS Haugesund,
Norway
Vessel
operations
100 % 9 425 (1 603) 11 424
Edda Wind II AS Haugesund,
Norway
Vessel
operations
100 % 8 114 (482) 8 869
Edda Wind III AS Haugesund,
Norway
Vessel
operations
100 % 3 877 (2 182) 6 798
Edda Wind IV AS Haugesund,
Norway
Vessel
operations
100 % 7 598 (163) 7 915
Edda Wind V AS Haugesund,
Norway
Vessel
operations
100 % 3 896 (157) 4 055
Edda Wind VI AS Haugesund,
Norway
Vessel
operations
100 % 3 979 (74) 4 055
West Energy AS Haugesund,
Norway
Vessel
operations
100 % 26 468 158 23 169
Edda Supply Ships UK Ltd Aberdeen,
United Kingdom
Management
services
100 % 209 99 43
Notes
(EUR 1.000)
Based on the subsidiaries underlying assets and operation, no impairment charge has been made to the investments in 2021. Edda Wind
ASA has given a group contribution of EUR 28 336 to Edda Wind Management AS during 2021, booked as increase in investment.
NOTE 4 Share capital
In November 2021, the Company was converted into a public limited liability company (ASA) and increased its share capital from NOK 101
thousand to NOK 3,300 thousand through conversion of shareholder loan in the amount of EUR 27 million, The increase was peormed
by increasing the par value of the shares. Following the increase in share capital, the number of shares was increased from 3,300 shares
at nominal value of NOK 100 per share, to 33 million shares with nominal value of NOK 0.1 per share.
In November 2021, Edda Wind peormed an Initial Public Oering and was listed on Oslo Stock Exchange. The Oering included
28,601,626 New Shares issued, and the Company increased its Share Capital by NOK 2,860,163. In December 2021, Edda Wind increased
its share capital by NOK 271,286 by issuance of 2,712,862 new shares. The increase was peormed in connection with the over-allotment
option following the Initial Public Oering.
Following the conversion of shareholder loan and share capital increase, Edda Wind’s share capital amounts to NOK 6,431,449 divided
into 64,314,488 shares, each with a nominal value of NOK 0.1.
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Notes
(EUR 1.000)
NOTE 4 Share capital cont.
20 largest shareholders at 31.12.2021 Country
Number of
shares
Ownership
share
ØSTENSJØ WIND AS Norway 16 500 000 25.7 %
WILHELMSEN NEW ENERGY AS Norway 16 500 000 25.7 %
CREDIT SUISSE (SWITZERLAND) LTD Ireland 6 504 065 10.1 %
GEVERAN TRADING CO LTD Cyprus 6 504 065 10.1 %
J.P. MORGAN BANK LUXEMBOURG S.A. Luxembourg 1 362 500 2.1 %
THE NORTHERN TRUST COMP, LONDON BR United Kingdom 738 855 1.1 %
J.P. MORGAN BANK LUXEMBOURG S.A. Luxembourg 634 402 1.0 %
VERDIPAPIRFONDET DNB SMB Norway 629 902 1.0 %
VERDIPAPIRFONDET ALFRED BERG GAMBA Sweden 603 153 0.9 %
FORENEDE INDUSTRIER SHIPPING AS Norway 585 716 0.9 %
PORTIA AS Norway 500 000 0.8 %
LUDVIG LORENTZEN AS Norway 500 000 0.8 %
VJ INVEST AS Norway 469 581 0.7 %
VERDIPAPIRFONDET NORDEA NORGE VERD Norway 455 285 0.7 %
VERDIPAPIRFONDET ALFRED BERG NORGE Sweden 419 334 0.7 %
VERDIPAPIRFONDET NORDEA AVKASTNING Norway 357 724 0.6 %
CITIBANK, N.A. Ireland 330 150 0.5 %
BECK ASSET MANAGEMENT AS Norway 313 000 0.5 %
VERDIPAPIRFONDET ALFRED BERG AKTIV Sweden 306 795 0.5 %
VERDIPAPIRFONDET STOREBRAND NORGE Norway 300 000 0.5 %
20 largest shareholders 54 514 527 85 %
Others 9 799 961 15.2 %
Total 64 314 488 100.0 %
Largest shareholders at 31.12.2020
Johannes Østensjø d.y AS Norway 750 75 %
Wilhelmsen New Energy AS Norway 250 25 %
Total 1 000 100 %
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Share
capital
Share
premium
Other
equity
Total
equity
Balance at 01.01.2021 9 52 435 - 52 444
Capital increase 03.11.2021 327 26 673 - 27 000
Capital increase 26.11.2021 281 81 102 - 81 383
Capital increase 29.12.2021 27 8 353 8 380
Profit/loss for the year (1 085) -1 085
Allocation of uncovered loss to share premium (1 085) 1 085 -
Balance at 31.12.2021 644 167 478 - 168 121
Notes
(EUR 1.000)
NOTE 5 Changes in equity
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Notes
(EUR 1.000)
NOTE 6 Transactions with related parties
The profit and loss statement includes the following amounts resulting from transactions with related parties.
Dividend 2021 2020
West Energy AS - 2 221
Total - 2 221
Management fee
Edda Wind Management AS 11 -
Total 11 -
Reimbursed cost
Edda Wind Management AS 468 -
Total 468 -
Interest income
Edda Wind Management AS 7 -
Edda Wind I AS 96 36
Edda Wind II AS 136 -
Edda Wind III AS - 39
Edda Wind IV AS 108 -
Edda Wind V AS 10 -
Edda Wind VI AS 1 -
Total 358 75
Interest expenses
West Energy AS 27 -
Edda Wind III AS 7 -
Johannes Østensjø dy AS 6 3
Østensjø Wind AS 290 -
Wilhelmsen New Energy AS 290 -
Total 621 3
Financial income - received group contribution
West Energy AS 209 -
Edda Wind Management AS 28 -
Total 237 -
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Notes
(EUR 1.000)
NOTE 6 Transactions with related parties cont.
The balance sheet includes the following amounts resulting from transactions with related parties.
Short term receivables 2021 2020
Edda Wind Management AS 286 -
Edda Wind I AS 1 102 6 033
Edda Wind II AS 6 395 -
Edda Wind IV AS 10 618 -
Edda Wind V AS 4 861 -
Edda Wind VI AS 21 -
Total 23 282 6 033
Accounts payable
Edda Wind Management AS 164 -
Østensjø Rederi AS (2) 22
Johannes Østensjø dy AS 128 5
Total 291 27
Short term debt
Østensjø Rederi AS - 1
Johannes Østensjø dy AS 134 121
West Energy AS 298 -
Edda Wind Investment AS 1 -
Edda Wind III AS 137 124
Total 572 247
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Notes
(EUR 1.000)
NOTE 7 Tax
Income tax for the year 2021 2020
Tax payable - -
Change in deferred tax - -
Tax on ordinary result - -
Basis for tax payable
Profit before tax (1 085) (917)
Other permanent dierences 9 -
Change in temporary dierences - -
Basis tax payable (1 077) (917)
Temporary dierences and deferred tax
Fixed assets - -
Total temporary dierences - -
Tax loss carried forward (1 998) (917)
Basis deferred tax (1 998) (917)
Deferred tax/deferred tax asset (440) (202)
Not recorded deferred tax asset 440 202
Deferred tax (+) / Deferred tax asset (-) - -
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Notes
(EUR 1.000)
NOTE 8 Cash and cash equivalents
NOTE 9
Subsequent events
Edda Wind ASA has established new subsidiaries as contract-parties under new shipbuilding contracts, entered into in January 2022.
The Company does not have any restricted cash as of 31.12.2021.
2021 2020
Bank deposits EUR 77 277 225
Bank deposits NOK 2 725 14
Total cash and cash equivalents 80 002 239
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Statsautoriserte revisorer
Ernst & Young AS
Thormøhlens gate 53 D, 5006 Bergen
Postboks 6163, 5892 Bergen
Foretaksregisteret: NO 976 389 387 MVA
Tlf: +47 24 00 24 00
www.ey.no
Medlemmer av Den norske
Revisorforening
A member firm of Ernst & Young Global Limited
INDEPENDENT AUDITOR'S REPORT
To the Annual Shareholders' Meeting of Edda Wind ASA
Report on the audit of the financial statements
Opinion
We have audited the financial statements of Edda Wind ASA (the Company) which comprise the financial
statements of the Company and the consolidated financial statements of the Company and its
subsidiaries (the Group). The financial statements of the Company comprise the balance sheet as at 31
December 2021 and the income statement and the cash flow statement for the year then ended and
notes to the financial statements, including a summary of significant accounting policies. The
consolidated financial statements of the Group comprise the balance sheet as at 31 December 2021, the
income statement, statement of comprehensive income, statement of cash flows and statement of
changes in equity for the year then ended and notes to the financial statements, including a summary of
significant accounting policies.
In our opinion
• the financial statements comply with applicable legal requirements,
• the financial statements give a true and fair view of the financial position of the Company as at 31
December 2021 and its financial performance and cash flows for the year then ended in
accordance with the Norwegian Accounting Act and accounting standards and practices
generally accepted in Norway,
• the consolidated financial statements give a true and fair view of the financial position of the
Group as at 31 December 2021 and its financial performance and cash flows for the year then
ended in accordance with International Financial Reporting Standards as adopted by the EU.
Our opinion is consistent with our additional report to the audit committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our
responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of
the financial statements section of our report. We are independent of the Company and the Group in
accordance with the requirements of the relevant laws and regulations in Norway and the International
Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants
(including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit
Regulation (537/2014) Article 5.1 have been provided.
We have been the auditor of the Company for 3 years from the election by the general meeting of the
shareholders on 18. October 2019 for the accounting year 2019.
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Independent auditor's report - Edda Wind ASA 2021
A member firm of Ernst & Young Global Limited
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements for 2021. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters. For each matter below, our description of how our audit addressed the matter is
provided in that context.
We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the financial
statements section of our report, including in relation to these matters. Accordingly, our audit included the
performance of procedures designed to respond to our assessment of the risks of material misstatement
of the financial statements. The results of our audit procedures, including the procedures performed to
address the matters below, provide the basis for our audit opinion on the financial statements.
Accounting estimates related to vessels and newbuildings
Basis for the key audit matter
At December 31, 2021, the carrying amount of the
two Service Operation Vessels (SOV’s) in
operation, as well as two SOVs and four
Commissioning Service Operation Vessels
(CSOV’s) under construction, amounted to EUR
204,7 million, which is 67 % of total assets. The
accounting estimates for these assets have a
material impact for the Group due to their high
value and long-lived nature.
The key aspects requiring judgement include the
determination of the useful lives and residual
values, identification of cash generating units
(CGU) and evaluation of indicators of impairment.
Management estimated useful lives based on
experience as well as industry practice for similar
vessels. The residual value has been based on an
average of observable recycling prices,
considering the expected impact of the EU Ship
Recycling Regulation for safer and greener
recycling.
Management considered each vessel and
newbuilding as a separate CGU in their
assessment of impairment indicators. No
impairment indicators were identified. Given the
significant judgement involved in evaluating the
estimates used in management’s assessment this
was considered a key audit matter.
Our audit response
We compared the estimates of useful life and
residual value to industry practice and plans for
docking and maintenance. We further compared
the Group’s strategy plan with the estimated
useful life and the Group strategy for vessel
utilization in the future. We also compared the
estimates for docking and maintenance with
industry practice. We recalculated depreciations
for the year.
Based on our understanding of the nature of the
Group’s business and the economic environment
in which its vessels operate, we assessed the
determination of the CGUs that make up the
Group. We reviewed management’s assessments
of potential impairment indicators.
We refer to note 4 in the consolidated financial
statement.
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Independent auditor's report - Edda Wind ASA 2021
A member firm of Ernst & Young Global Limited
Other information
Other information consists of the information included in the annual report other than the financial
statements and our auditor’s report thereon. Management (the board of directors and chief executive
offices) is responsible for the other information. Our opinion on the financial statements does not cover
the other information, and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information,
and, in doing so, consider whether the board of directors’ report, the statement on corporate governance
and the statement on corporate social responsibility contain the information required by applicable legal
requirements and whether the other information is materially inconsistent with the financial statements or
our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the
work we have performed, we conclude that there is a material misstatement of this other information or
that the information required by applicable legal requirements is not included, we are required to report
that fact.
We have nothing to report in this regard, and in our opinion, the board of directors’ report, the statement
on corporate governance and the statement on corporate social responsibility are consistent with the
financial statements and contain the information required by applicable legal requirements.
Responsibilities of management for the financial statements
Management is responsible for the preparation and fair presentation of the financial statements of the
Company in accordance with the Norwegian Accounting Act and accounting standards and practices
generally accepted in Norway and of the consolidated financial statements of the Group 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
Company or the Group, or to cease operations, or has no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with ISAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional
scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.
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Independent auditor's report - Edda Wind ASA 2021
A member firm of Ernst & Young Global Limited
• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s and the Group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Company’s and the Group’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required to
draw attention in our auditor’s report to the related disclosures in the financial statements or, if
such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions
may cause the Company and the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the group audit.
We remain solely responsible for our audit opinion.
We communicate with the board of directors regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide the audit committee with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters
that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the board of directors, we determine those matters that were of
most significance in the audit of the financial statements of the current period and are therefore the key
audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should
not be communicated in our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
Report on other legal and regulatory requirement
Report on compliance with regulation on European Single Electronic Format (ESEF)
Opinion
As part of our audit of the financial statements of Edda Wind ASA we have performed an assurance
engagement to obtain reasonable assurance whether the financial statements included in the annual
report, with the file name eddawindasa-2021-12-31-en, has been prepared, in all material respects, in
compliance with the requirements of the Commission Delegated Regulation (EU) 2019/815 on the
European Single Electronic Format (ESEF Regulation) and regulation given with legal basis in Section 5-
5 of the Norwegian Securities Trading Act, which includes requirements related to the preparation of the
annual report in XHTML format and iXBRL tagging of the consolidated financial statements.
In our opinion, the financial statements included in the annual report have been prepared, in all material
respects, in compliance with the ESEF Regulation.
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Independent auditor's report - Edda Wind ASA 2021
A member firm of Ernst & Young Global Limited
Management’s responsibilities
Management is responsible for the preparation of an annual report and iXBRL tagging of the consolidated
financial statements that complies with the ESEF Regulation. This responsibility comprises an adequate
process and such internal control as management determines is necessary to enable the preparation of
an annual report and iXBRL tagging of the consolidated financial statements that is compliant with the
ESEF Regulation.
Auditor’s responsibilities
Our responsibility is to express an opinion on whether, in all material respects, the financial statements
included in the annual report have been prepared in accordance with the ESEF Regulation based on the
evidence we have obtained. We conducted our engagement in accordance with the International
Standard for Assurance Engagements (ISAE) 3000 – “Assurance engagements other than audits or
reviews of historical financial information”. The standard requires us to plan and perform procedures to
obtain reasonable assurance that the financial statements included in the annual report have been
prepared in accordance with the ESEF Regulation.
As part of our work, we performed procedures to obtain an understanding of the company’s processes for
preparing its annual report in XHTML format. We evaluated the completeness and accuracy of the iXBRL
tagging and assessed management’s use of judgement. Our work comprised reconciliation of the iXBRL
tagged data with the audited financial statements in human-readable format. We believe that the
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Bergen, 7 April 2022
ERNST & YOUNG AS
Øyvind Nore
State Authorised Public Accountant (Norway)
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Haugesund, Norway
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+47 52 70 45 45
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Edda Wind ASA - Annual Report 2021 96