GLX Holding Group
Annual report 2021
General information GLX Holding AS (parent company)
GLX Holding AS is a special purpose vehicle incorporated 14th August 2017 by Triton to
acquire Glamox AS which is the parent company of the Glamox Group. GLX Holding holds
76.17% of the shares in Glamox AS. GLX Holding consolidates 100% of the Glamox Group in
its financial accounts from 11th December 2017.
• Order intake ended at NOK 3,758m (NOK 3,484m), an increase of 7.9%. This has led to an all-time high
order stock level by year-end.
• Revenue was NOK 3,377m (NOK 3,490m), a decrease of 3.2%
• EBITDA
2
/margin of NOK 170m/5.0% compared to NOK 382m/10.9% in 2020
• Adjusted EBITDA
3
/margin of NOK 445m/13.2% compared to NOK 493m/14.1% in 2020
• Profit for the year was NOK -246m (NOK -33m)
• The operating result in 2021 was charged with NOK 282m as net special items. The corresponding figure in
2020 included net special items of NOK 120m
• Positive operating cash flow of NOK 170m in 2021 compared to NOK 409m in 2020
Highlights
2021 2020
Order intake
1
3,758 3,484
Total revenue 3,377 3,490
EBITDA
2
170 382
EBITDA margin (%) 5.0% 10.9 %
EBIT
4
139
EBIT margin (%) 4.0 %
Adjusted EBITDA
3
445 493
Adjusted EBITDA margin (%) 13.2% 14.1 %
Adjusted EBIT
5
196 259
Adjusted EBIT margin (%) 5.8% 7.4 %
Profit for the period, after tax
Net cash from operations 170 409
Net interest-bearing debt
6
1,932 1,568
Key figures
1
Order intake: Orders received measured at gross value before deduction of commissions and other sales reductions
2
3
4
5
6
Excluding restricted cash and IFRS 16 leasing liability
1. The company’s business
The company was formed August
14, 2017 and registered in the
Register of Business Enterprises,
September 7, 2017.
The company’s business is to
own shares in Glamox AS. The
company’s operations are run from
the Oslo municipality. At December
11, 2017, GLX Holding AS became
parent company of Glamox AS
with a 75.16% ownership. During
the owner period GLX Holding AS
increased its ownership in Glamox
AS to 76.17%. Glamox AS registered
address is in Molde, Norway.
Headquarter is located in Oslo.
Glamox AS has subsidiaries in 16
countries in Europe, Asia, North-
and South-America.
Glamox is a Norwegian industrial
group that develops, manufactures
and distributes professional lighting
solutions for the global market. Our
mission is to provide sustainable
lighting solutions that improve the
performance and well-being of
people. Glamox has approximately
2,200 employees and the Group’s
operations are divided between
Professional Building Solutions
production units in nine different
locations in Europe, Canada and
China, and an extensive network of
sales offices and agents in Europe
as well as in Asia, USA, Canada
attractive markets.
The PBS business area provides
total lighting solutions to the
professional building market.
The most important markets
served by this division are
Central- and Northern Europe.
It is also operating in the other
markets in collaboration with
distributors. The level of activity in
the new construction, restoration
and modernisation within the
professional building sectors drives
developments in the individual
markets. The GMO business area
delivers professional lighting
solutions to the global marine and
offshore markets. The activity
level within new-build, rebuilding
and refurbishment of all types of
maritime vessels and offshore
installations controls market
growth for this business.
For further information about
Glamox AS’s operations, see
Glamox AS’s annual report.
The company does not own shares
in any other companies.
2. Continued operation
of the Norwegian Accounting Act,
assumption of continuation of
operations has been used in the
preparation of the accounts.
3. Statement of the financial
statements
The company reports a profit
for the year of NOK 14m. The
company’s equity capital per.
December 31, 2021 was NOK
31, 2020.
The operating profit in 2021 for
the consolidated accounts was
139m in 2020. The accounts in
2021 were charged with NOK 282m
in net special items, compared
to NOK 120m in net special items
in 2020. The adjusted operating
profit in 2021 was NOK 196m,
down from NOK 259m in 2020. The
decrease in adjusted operating
result is mainly explained by lower
volume, increased raw material
and components prices, increase
in logistic cost in addition to
slightly higher operating cost due
to ramp up of activities. Increased
depreciations and amortisations
also had a negative impact on
adjusted operating profit compared
to 2020. The loss for the year in the
consolidated accounts was NOK
246m compared to NOK 33m in
2020.
The consolidated equity capital
per December 31, 2021 was NOK
2020.
The Group directly expensed
NOK 32m related to research
and development activities and
capitalised NOK 6m related to
development cost in 2021.
The consolidated cash flow of the
Group in 2021 was negative by
NOK 162m, a decrease from NOK
195m in 2020. Net cash flows from
operating activities amounts to
NOK 170m in 2021 compared to
NOK 409m in 2020. Profit before
tax adjusted for depreciation and
amortisation and the profit from
sale of assets was NOK 25m (NOK
working capital and other operating
changes was NOK 181m (NOK
GLX HOLDING AS
org.nr. 919 505 281
Board of Directors Annual Report 2021
financing activities amounts to
The Board believes the company’s
equity and liquidity as of 31.12.2021
to be satisfactory.
In the opinion of the Board, the
presented income statement and
balance sheet and accompanying
notes for the company and the
consolidated accounts provide a
satisfactory statement of earnings
in 2021 and the financial position at
year-end.
4. Financial risk management
The Group is exposed to credit
risk, interest risk and exchange
risk in its day-to-day business
operations and aims to keep risk at
an acceptable level in these areas.
The underlying loan contracts
are instrumental for managing
interest risk. Currency risk is
managed through internal invoicing
rules, matching income against
expenses in the same currency
and loans against equity in the
same currency, as well as the use
of financial instruments. For more
detailed information, see note 5.5
in the Annual Accounts.
5. Development by business areas
Professional Building Solutions
lighting solutions to the European
non-residential building market.
PBS develops and supplies
complete lighting solutions for
educational and healthcare
institutions, commercial and
industrial buildings. PBS achieved
an order intake of NOK 2,944m
in 2021, an increase of 7.8% from
NOK 2,730m in 2020. In the same
period, total revenue was NOK
2,638m, a decrease of 1.4% from
NOK 2,676m in 2020. The business
area achieved an adjusted EBITDA
in 2020. The main explanation
for the fall in adjusted EBITDA is
lower total revenue partly offset by
slightly higher sales margins.
The GMO division is responsible for
lighting solutions for the maritime
and offshore-related markets, plus
onshore petrochemical industry.
GMO achieved an order intake of
NOK 814m in 2021, an increase
of 8.0% from NOK 754m in 2020.
In the same period, total revenue
was NOK 737m, a decrease of 9.3
% from NOK 813m in 2020. The
adjusted EBITDA result in 2021
revenue is the main explanation for
the fall in EBITDA. Higher operating
expense due to a ramp up activity
levels also has a negative effect,
while the product mix and a
general increase in market prices
has increased sales margins
slightly.
6. Acquisitions
The Group has an ambitious growth
strategy supported by both organic
growth initiatives and acquisitions.
The Group made three important
value accretive acquisitions during
2021.
• LiteIP is located in the UK
and designs, manufactures
and supplies wireless
lighting control systems.
The acquisition of Lite IP will
provide Glamox with a strong
platform to strengthen its
offering within the Lighting
Control Systems market. The
acquisition was closed on 2nd
March 2021. LiteIP will operate
as part of the PBS division.
• Luminell is a Norwegian
company which has achieved
a strong position as a high-
quality developer and supplier
of floodlights, searchlights, and
lighting controls in the marine
and offshore lighting market.
Luminell is known for being
user-focused and developing
excellent lighting solutions
for demanding applications.
Glamox signed an agreement
to acquire Luminell on 19th
April 2021 and the transaction
was closed on 29th April 2021.
Luminell will be part of the
GMO division.
• Wasco is located in Lower
Saxony, Germany and
luminaires. The acquisition of
Wasco will provide the Group
with a leading lighting solution
range for logistics buildings
and warehouses. Wasco has
attractive and proven lighting
solutions that are in particular
suitable for such warehouses
and highly valued by its
customers. The innovative
solutions significantly reduce
product cost and installation
cost compared to conventional
continuous lighting system.
The growth in eCommerce has
led to an increased demand for
warehouses. The acquisition
of Wasco was closed on 1st
September 2021. Wasco will
operate as part of the PBS
division.
7. Proposal for allocation of profit
The Board of directors proposes
that the year`s profit of GLX
Holding AS of NOK 14.1m is
allocated to other equity capital.
8. Corporate governance
The Board of directors considers
corporate governance to be a
prerequisite for long-term value
creation and growth. The Board
of Directors has decided that the
GLX Holding AS will comply with
the Norwegian Code of Practice
for Corporate governance (which is
available at www.nues.no).
Further information on GLX Holding
AS’ corporate governance can be
found under “Investor Relations /
GLX Holding AS” on the Glamox
corporate website.
Glamox AS included subsidiaries
Insurance provided by AIG. The
Insurance covers any past, present
or future members of the board of
Directors and company Officers.
The Insurance covers personal
legal liability including defence
costs.
9. Environment, Social and
Governance
ESG is increasingly important
among our stakeholders and the
Group has further strengthened
its focus on ESG during 2021. The
ambition is to be in the forefront in
our industry.
The Group has an established ESG
program with a target to secure
focus on compliance and risk
management as part of the value
protection of our business and
align to ESG market expectations
to allow further value creation. We
have a compliance management
system in place which we are
continuously developing. This
system incorporates, amongst
other things, our existing Group’s
values, our policy for corporate
social responsibility, code of
conduct and a range of other
policies including a responsible
business partner policy, anti-
corruption policy, privacy policy,
whistleblowing policy, crisis
management policy, sanctions and
export control procedure and a
health safety and environmental
10. Sustainability
The Group’s sustainability
strategy rests on four pillars
to deliver on its own ambitions
and stakeholder expectations;
enabling sustainability for clients,
environmental excellence in
operations, responsible leadership,
and light up people and society.
The Group’s sustainability
strategy is based upon a thorough
materiality assessment and
created together with sustainability
experts and in dialogue with our
key stakeholders. The aim is to
build on the existing programs
and expand it to create value both
for our business as well as for our
customers and other stakeholders,
via operational efficiencies,
sustainable products and solutions,
and other targeted actions.
Key highlights in 2021 include
environmental and energy
efficiency progress such as circular
design criteria for new products,
LED luminaires now making up
more than 95% of the luminaires
delivered, 35% of our energy is
sourced from renewable energy
sources, and our Kirkenær factory
11. Responsible business partner
The Group is committed to
responsible business practices
and conducting business with
the highest ethical standards.
The ethical guidelines for the
Group and our suppliers are
set out in the Glamox Code of
Conduct with supporting policies
and instructions, such as our
Responsible Business Partner
Policy and our Anti-corruption
policy.
We communicate our expectations
regarding respect for human
rights, decent working conditions
and ethical business conduct to
our suppliers, and qualify and
monitor our suppliers in an open
and transparent way by using
digital tools. Through this work we
can be transparent, while at the
same time contributing to change
globally through our requirements
and by sharing our knowledge with
suppliers.
The Group wants all our business
partners to view us as their
preferred business partner. As
such, we strive to achieve a
positive reputation in all aspects
of our business. We respect the
laws, cultures, dignity, and rights
of individuals in all countries where
we operate. Compliance with
national, regional, and international
rules, laws and conventions is
compulsory and business ethics
extend beyond simple compliance.
We conduct our business with
integrity which makes our
employees and business partners
proud to work for and with us.
12. Environment, health and safety
The Group’s goal is to produce
energy-efficient products,
manufactured through energy-
efficient and environmentally
friendly processes. The company
supports a precautionary
approach to environmental
challenges, undertakes initiatives
to promote greater environmental
responsibility, and encourages the
development of environmentally
friendly technologies.
The environmental aspects are
an important part of our product
development. Through energy-
efficient products and solutions
we contribute to the green shift.
The Group continuously works
towards creating more energy
efficient solutions. By replacing
conventional luminaires with high-
quality LED luminaires, we can
reduce energy consumption by 40
to 50 %. By also adding a smart
light management system the total
energy reduction can be up to 90
%. More than 95 % of the luminaires
we deliver are now LED, and more
than 35 % of our turnover comes
from connected lighting.
The Group’s production unit in
Poland (Wilkasy), Norway (Molde
and Kirkenær), and the UK is
certified in accordance with EN
ISO 14001, while the production
unit in Keila, Estonia is certified in
accordance with EN ISO 50001.
ambition and focus on a safe
working environment is a
continuous process. The Group
has an established reporting
routine for lost time accidents
and require all lost time accidents
to be reported, investigated and
mitigated. Nineteen lost time
accidents were reported in 2021.
This gave an accident ratio in the
Group (H-value) of 5.1 accidents
per 1 million worked hours, which is
an increase from 4.5 in 2020.
Absenteeism due to illness in the
Group was 2.2% in 2021, compared
to 2.7% in 2020.
13.Equal opportunities and
working environment
The company has no employees.
The board consists of three people,
all men. The number of full-time
employee equivalents (FTEs) in
the Group was 2,212 at the end of
2021, an increase from 2,174 at the
end of 2020.
The Group is committed to an
inclusive work culture and shall
provide equal opportunities and
treat all employees fairly. Glamox
unique and valuable and should
be appreciated based on his or
her individual skills and abilities.
Glamox does not accept any form
of harassment or discrimination on
the basis of race, colour, religion,
gender, sexual orientation, national
origin, age, disability, or veteran
status. This is clearly stated in our
code of conduct and supported by
our whistle-blower policy
Being an attractive workplace is a
key part of our strategy. We truly
believe that engaged employees
deliver better results, and that
being a great workplace for all
who work for us is an important
contribution to a brighter
tomorrow. Feeling welcome,
safe and respected at work is
the right of every employee. Our
employees are proud of working
for the Group and our global
employee engagement survey in
2021 showed that; i) 80% state that
Glamox is a great place to work,
ii) 88% state they have interesting
and challenging tasks, and iii) 86%
state that working in Glamox makes
them want to do the best work they
can.
The Group received one
report from employees,
safety representative or union
representatives concerning
discrimination in the work
place. The report was handled
in accordance with local legal
requirements, and adequate
measures was implemented. We
support the principles of freedom
to association and protecting the
a long and strong tradition for
cooperation with representatives
of our employees through formal
forums. This will continue in 2021
with a specific focus on equality
and discrimination.
The Group’s policy is that the
same skills and length of service
are rewarded on an equal basis
regardless of gender. Women
and men in all job categories are
given the same opportunities to
qualify for all types of assignments
and career prospects. Female
employees made up 40.0% of the
Group’s workforce at the end of
2021.
14. Outlook
Glamox is the main asset of the
group.
The Group’s fundamental long-term
growth prospects are positive.
The growth is supported by
increased global focus on energy
The transfer to LED technology
and the developments in Light
Management Systems create
new opportunities for the lighting
industry.
Short term, we expect the
instability and shortage in the
components supply to continue
affecting the product delivery
times somewhat. However, as the
pandemic recovery continues, we
The positive market development
is expected to continue in both
business areas although the
unfolding Ukraine crisis adds some
uncertainty to the general market
development. The Group expects
to see increased positive effects
in 2022 from actions to increase
efficiencies in the value chain and
the implementation of general
market price increases. With an
all-time high order book, good
cost control and a positive market
development in both our business
areas the Group expects to see
improved profitability in 2022.
The Group’s fundamental long-
term growth prospects remain
strong and positive. The growth
is supported by increased global
focus on energy efficiency and
technology and the developments
in Light Management Systems
create new opportunities for the
lighting industry which the Group is
well positioned to benefit from.
Oslo, 28 April 2022
Gustaf Erik David Backemar
Chairman of the Board
Joachim Solbakken Espen
Board member
Torfinn Kildal
Board member
GLX Holding Group
Annual financial statements
2021
Content
Consolidated statement of profit and loss
Consolidated statement of other comprehensive income
Consolidated statement of financial position
Consolidated statements of cash flows
Consolidated statement of equity
Section 1 - Overview Section 6 - Tax
1.1 Corporate information 6.1 Taxes
1.2 Basis of preparation
1.3 Estimation uncertainty, judgments and assumptions Section 7 - Remuneration and post-employment benefits
1.4 Adjusted profit and special items 7.1 Management remuneration
7.2 Post-employment benefits
Section 2 - Operating performance
2.1 Segment information Section 8 - Group companies
2.2 Revenues from contracts with customers 8.1 Interests in subsidiaries
2.3 Inventories 8.2 Business combination
2.4 Employee benefit expenses
2.5 Other operating expenses Section 9 - Other disclosure requirements
9.1 Earnings per share
Section 3 - Non-current assets 9.2 Related party transactions
3.1 Property, plant and equipment 9.3 Covid-19
3.2 Goodwill 9.4 Events after the reporting period
3.3 Product development and other intangible assets
Section 10 - Accounting policies
Section 4 - Provisions and commitments 10.1 Significant accounting policies
4.1 Provisions and other liabilities 10.2 Changes in accounting policies
4.2 Leases 10.3 Standards issued but not yet effective
Section 5 - Financial instruments, capital structure and equity
5.1 Financial instruments
5.2 Interest bearing liabilities
5.3 Ageing of financial liabilities
5.4 Fair value measurement
5.5 Financial risk management
5.6 Capital management
5.7 Equity and shareholders
5.8 Cash and cash equivalents
5.9 Trade and other receivables
5.10 Trade and other payables
5.11 Financial income and expenses
Profit/loss attributable to equity holders of the parent
Profit/loss attributable to non controlling interests
-207 624
-52 676
-38 645
Total comprehensive income attributable to equity holders of the parent
Total comprehensive income attributable to non controlling interests
-193 866
-46 837
-34 340
Consolidated statement of profit and loss
For the years ended 31 December
NOK 1000
Notes
2021
2020
Revenue
2.1, 2.2
Other operating income
2.2
Total revenues
1.4
Raw materials and consumables used
Payroll and related costs
2.4
Depreciation and amortisation
3.1, 3.3
Impairment of non-current assets
3.2
Other operating expenses
2.5
Total operating expenses
Operating
profit
1.4
-86 025
Financial
income
5.11
Financial
expenses
5.11
Net financial items
Profit before tax
-229 439
-11 349
Taxes
6.1
Profit for the year
-246 269
-32 957
Other comprehensive income
Profit for the year
Items that subsequently will not be reclassified to profit or loss:
Gain/loss from remeasurement on defined benefit plans
7.2
-3 509
Tax effect on remeasurements on defined benefit plans
7.2
-3 152
Total items that subsequently will not be reclassified to profit or loss
-2 993
Items that subsequently may be reclassified to profit or loss:
Currency translation differences
-34 957
Net gain/loss on hedge of foreign subsidiaries
5.5
-51 026
Tax effect from hedge of foreign subsidiaries
6.1
-8 531
Total items that subsequently may be reclassified to profit or loss
-4 712
Other comprehensive income for the period
Total comprehensive income for the period
-228 206
-25 291
-246 269
-32 957
Earnings per share attributable to equity holders of the parent
Weighted average number of ordinary shares outstanding (in thousands):
Basic
Diluted
Per ordinary share in NOK:
Basic
Diluted
-
-
-
-
Tangible non-current assets
Land, buildings and other property
Machinery and plant
Fixtures and fittings, tools, office equipment etc.
Right-of-use assets
Total tangible non-current assets
3.1
3.1
3.1
4.2
EQUITY AND LIABILITIES
Equity
Share capital
Share premium reserve
Paid in capital
5.7
GLX Holding AS - Group
Consolidated statement of financial position
NOK 1000
Notes
31.12.2021
31.12.2020
ASSETS
Intangible non-current assets
Goodwill
3.2
Intangible assets
3.3
Total intangible non-current assets
Deferred tax assets
6.1
Other non-current assets
Total non-current assets
Current assets
Inventories
2.3
Trade receivables
5.9
Other receivables
5.9
Cash and cash equivalents
5.8
Total current assets
TOTAL ASSETS
Retained earnings
-234 003
-40 137
Non-controlling interests
Total equity
Non-current liabilities
Pension liabilities
7.2
Bond
5.1, 5.2
Interest bearing liabilities to financial institutions
5.1, 5.2
Long-term lease liabilities
4.2
Other long-term loans
5.1
Deferred tax liabilities
6.1
Provisions and other liabilities
4.1
Total non-current liabilities
Current liabilities
Trade payables
5.10
Income tax payable
6.1
Other payables
5.10
Short-term interest bearing liabilities
5.1, 5.2
Short term lease liabilities
4.2
Provisions and other liabilities
4.1, 5.1, 7.2
Total current liabilities
Total liabilities
TOTAL EQUITY AND LIABILITIES
Oslo, 28 April 2022
Gustaf Erik David Backemar
Chairman of the Board
Joachim Solbakken Espen
Board member
Torfinn Kildal
Board member
GLX Holding AS - Group
Consolidated statement of cash flows
For the years ended 31 December (NOK 1000)
Cash flows from operating activities
Notes
2021
2020
Profit before tax
-229 439
-11 349
Taxes paid
-35 790
-61 580
Depreciation, amortisation and impairment
3.1, 3.3, 4.2
Profit from sale of assets
3.1
-854
Changes in working capital
Other operating changes
Net cash flows from operating activities
Cash flows from investing activities
Interests received
Proceeds from sale of tangible fixed assets and intangible assets
Purchase of tangible fixed assets and intangible assets
3.1, 3.3
-99 448
-54 220
Acquisition of subsidiary, net of cash acquired*
8.2
-243 069
-37 865
Payment (-) / proceeds (+) on other investments
Net cash flow from investing activities
-338 582
-81 015
Cash flow from financing activities
Proceeds from issuance of debt
5.2
Lease principal
4.2
-56 473
-54 895
Lease interest paid
4.2
-5 010
-5 492
Dividend paid
-30 747
-33 621
Interests paid
-117 276
-130 697
Repayment of long-term debt
5.2
-14 518
-250 547
Other cash flow from financing activities
-8 293
-8 531
Net cash flow from financing activities
-133 782
Net change in cash and cash equivalents
-162 475
Cash and cash equivalents, beginning of period
Effect of change in exchange rate
-22 682
-12 173
Cash and cash equivalents, end of period
GLX Holding AS - Group
Consolidated statement of changes in equity
NOK 1000
Share capital
Share premium
Other equity
Total
shareholders
equity
Non-
controlling
interests
Total equity
Balance as of 31 December 2019
Profit (loss) for the year
-52 676
-52 676
-32 957
Other comprehensive income
Total comprehensive income
-46 837
-46 837
-25 291
Dividends
-33 621
-33 621
Balance as of 31 December 2020
-40 137
Profit (loss) for the year
-207 624
-207 624
-38 645
-246 269
Other comprehensive income
Total comprehensive income
-193 866
-193 866
-34 340
-228 206
Dividends
-30 747
-30 747
Balance as of 31 December 2021
-234 003
1.1 Corporate information
GLX holding AS was established in 2017, with the purpose to own shares in Glamox AS.
At 11 of December 2017, GLX Holding AS became the parent company of Glamox AS, with a 75.16% ownership. End of 2021 the
ownership is 76.17%. GLX Holding AS is a holding company and have no other activities or investments, than the ownership of G
lamox
AS. GLX Holding AS is a Norwegian company and the registred adress is c/o Triton Advisors (Norway ) AS, Kronprinsesse Märthas
ldi
ng AS is
Triton fund IV, located at Jersey.
Glamox is organised with three divisions: Professional
Building Solutions (PBS), Global Marine & Offshore (GMO) and Sourcing, Production and Logistics (SPL). ES
-System operated as an
independent division in 2020 and has been integrated in PBS
- and SPL division from January 1st, 2021. The PBS division has the
responsibility of developing, marketing and sale of lighting solutions for the land
-based lighting segment, with focus on the European
market. The GMO division has the responsibility of developing, marketing and sale of lighting solutions to the global marine
and
offshore market. The SPL division consist of the production units in the Group and has the responsibility of procurement,
manufacturing, warehousing and distribution. The prime objective of the SPL division is to serve the sales units (within PBS
and GMO
division) and their customers. The sale from the SPL division is only internal to business units within PBS and GMO.
The two sales divisions, PBS and GMO, have to a large extent different products and solutions they provide to their markets.
Further
they operate in strategically different markets and therefore have different sales channels, marketing strategies and risk. T
o be able to
monitor and follow up the profitability of the complete value chain of these two business areas, Glamox has an operating segm
ent
reporting where PBS and GMO each represents a complete value chain. See note 2.1 for more information.
1.2 Basis of preparation
The consolidated financial statements of GLX Holding AS comprise of consolidated statements of profit and loss, other compreh
ensive
income, financial position, cash flows, changes in equity, and related notes.
The consolidated financial statements have been prepared in
accordance with International Financial Reporting Standards (IFRS) as adopted by The European Union (EU).
The consolidated financial statements have been prepared on a historical cost basis, except for derivative financial instrume
nts that have
been measured at fair value. Further, the financial statements are prepared
based on the going concern assumption.
The consolidated financial statements are presented in Norwegian kroner (NOK), which is also the functional currency of the p
arent
company
. All figures are rounded to the nearest thousand (000), except when otherwise indicated. For each entity, the Group determines
the functional currency and items included in the financial statements of each entity are measured using that functional curr
ency.
For presentation purposes, balance
sheet items are translated from functional currency to presentation currency by using exchange rates at
the reporting date. Items
within total comprehensive income are translated from functional currency to presentation currency by applying
monthly average exchange rates. If currency rates are fluctuating significantly, daily exchange rates are applied for signifi
cant transactions.
Basis of consolidation
The consolidated financial statements comprise the financial statements of GLX Holding AS its subsidiaries as at 31 December
202
1. See note
8.1 for subsidiaries included in the consolidation. The subsidiaries are consolidated when control is achieved, that is, when
the Group is
exposed, or has rights, to variable returns from its involvement with an investee and has the ability to affect those returns
th
rough 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 affect its returns
Generally, GLX Holding' presumption is that a majority of voting rights results in control.
The Group re-assess whether or not it controls an
investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolid
ation of a
subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiar
y. Assets,
liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated fin
ancial statements
from the date the Group gains control until the date the Group ceases to control the subsidiary.
Profit or loss and each component of Other Comprehensive
Income (OCI) are attributed to the equity holders of the parent and to the non-
controlling interests, even if this results in the non
-controlling interests having a deficit balance. Uniform accounting policies are applied to
all group companies.
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.
1.3 Estimation uncertainty, judgments and assumptions
The preparation of the consolidated financial statements in accordance with IFRS and applying the chosen accounting policies
requires
management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and
expenses.
The estimates and associated assumptions are based on historical experience and various other factors that are believed to be
reasonable
under the circumstances. Actual results may differ from these estimates. The estimates and the underlying assumptions are rev
iewed on an
ongoing basis. The accounting policies applied by the
Group in which judgments, estimates and assumptions may significantly differ from
actual results are discussed below.
Sources of estimation uncertainty
Impairment of Goodwill
Determining whether goodwill is impaired requires an estimation of the value in use of the cash
-generating units to which goodwill has been
allocated. The value in use calculation requires management to estimate the future cash flows expected to arise from the cash
-generating
units using a suitable discount rate in order to calculate present value. Details of recognised goodwill are provided in note
3.2, including
sensitivity disclosures.
Warranties
Provisions for warranty
-related costs are recognised when the product is sold to the customer. Initial recognition is based on historical
experience. The initial estimate of warranty
-related costs is revised annually. Details related to warranty provisions are provided in note 4.1.
Deferred tax assets
Deferred tax assets are recognised when it is probable that the company will have a sufficient taxable profit in subsequent p
eriods to utilise
the tax asset. Assessment of future ability to utilise tax positions is based on judgements of the level of
taxable profit, the expected timing of
utilisation, expected temporary differences and strategies for tax planning.
Capitalised
product development
Initial capitalisation of costs is based on management's judgement that technological and economic feasibility is confirmed,
usually when a
product development project has reached a defined milestone according to an established project management model. Further it is only cost
related to development of products for a new application and/or with new technology that will be capitialized. In determining
the amounts
to be capitalised, management makes assumptions regarding the expected future cash generation of the project, discount rates
to be
applied and the expected period of benefits.
The assessment of when product development are capitalised is highly subjective, as the
outcome of these projects may be uncertain.
Economic life of property, plant and equipment and intangible assets
The useful life of each item, which is assessed at least annually, is determined as the period over which the asset is expect
ed to be available
for use.
Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset
are
considered to modify the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. T
he
depreciation or amortisation expense on assets with finite lives is recognised in the statement of comprehensive income.
Inventory
A provision for obsolescence is included in the inventory when necessary. The criteria for assessing the needs and level of t
he provision are
based on objective calculations and management judgements. Turnover of the goods is the base of the objective calculation. De
pending on
the turnover rate (3 months, 6 months or 12 months) the Group has set specific obsolesce rates to be used.
1.4 Adjusted profit and special items
The table below gives an overview of special items included in profit and loss for 2021 and 2020.
2021 2020
Total revenues 3 377 384 3 489 548
Total revenues - Adjusted 3 374 892 3 488 654
EBITDA
1
169 545 381 593
EBITDA margin 5.0 % 10.9%
Adjusted EBITDA
2
445 411 493 219
Adjusted EBITDA margin 13.2 % 14.1%
Operating profit (EBIT) -86 025 139 409
Operating profit (EBIT) margin -2.5 % 4.0%
Adjusted Operating profit (EBIT) 196 253 259 030
Adjusted Operating profit (EBIT) margin 5.8 % 7.4%
EBITDA 169 545 381 593
Special items:
Restructuring cost 189 745 48 489
Claim cost related to specific products 12 359 4 057
Acqusition and integration cost 18 521 29 708
ERP Integration 31 541 16 894
ESG Compliance 1 732 3 544
Other 21 968 8 933
Total Special items excluding impairment of non-current assets 275 866 111 625
Adjusted EBITDA 445 411 493 219
Impairment of non-current assets 6 412 7 996
Total Special items 282 279 119 621
Adjusted Operating profit (EBIT) 196 253 259 030
1
Operating profit/loss before income taxes, net financial items, depreciation, amortisation and impairment charges.
2
Operating profit/loss before income taxes, net financial items, depreciation, amortisation and impairment charges adjusted for special items.
Special items reprecents profit and loss items that are material and outside ordinary business of GLX Group. The table give a
n overview
of the profit adjusted for the special items. In order to present the profit of the ordinary business of the Group.
2.1 Segment information
Year ended 31 December 2021
Professional
Building Solutions
(PBS)
Global Marine &
Offshore (GMO)
Other Total
Revenues 2 637 919 736 973 2 492 3 377 384
EBITDA 339 827 49 641 -219 922 169 545
in %
12.9 % 6.7 % 5.0 %
Year ended 31 December 2020
Professional
Building Solutions
(PBS)
Global Marine &
Offshore (GMO)
ES-System Other Total
Revenues 2 245 137 812 697 432 607 -894 3 489 548
EBITDA 321 000 77 509 38 395 -55 310 381 593
in %
14.3% 9.5% 8.9% 10.9%
See note 1.4, 2.2, 2.4, 2.5, and 4.2 for further information.
Reconciliation of profit 2021 2020
EBITDA 169 545 381 593
Depreciation, amortisation and impairment 255 570 242 185
Operating profit -86 025 139 409
Geographic information
2021 2020
Nordics 1 547 489 1 563 165
Europe, excl. Nordics 1 525 184 1 616 682
North America 127 030 131 055
Asia 154 844 148 812
Other 22 837 29 834
Total revenues from external customers 3 377 384 3 489 548
The geographic split is based on the location of the customer.
The Group's definition of EBITDA may differ from other definitions of EBITDA in certain other jurisdictions.
EBITDA for PBS, GMO and ES-System, presented in the table above is adjusted for special items.
Other item refers to operating expenses in GLX Holding AS, special items and IFRS 16 effects.
Operating segments within the Group
In 2021, GLX Group has the following operating segments (business areas);
-
Professional Building Solutions (PBS)
-
Global Marine & Offshore (GMO)
Each of these segments represents a complete value chain. For the two segment PBS ang GMO all cost of goods sold (COGS) and a
dministration
cost of the SPL division is distributed between the two operating segments, based on the products sold. Group functions are a
lso distributed
between the two operating segments, based on allocation keys. ES
-System operated as an independent segment in 2020 and has been integrated
in the PBS segment from January 1st, 2021.
The segments offer different products, operate in strategically different markets and therefore have different sales channels
and marketing
strategies, including risks. PBS offers products to office, industry, health, education, retail, hotels and resturants mainly
in Europe. Their main sales
channels are direct to installers and wholesalers. GMO offers its products in the global market within commercial marine, ene
rgy (offshore and
onshore), navy, recreational, cruise and ferry. The customer base of GMO consist of vessel owners, yards, electrical installe
rs, engineering
companies and oil companies.
Segment performance is evaluated based on EBITDA (operating profit /loss before income taxes, net financial items, depreciati
on, amortisation
and impairment charges)*. Management believes this information is the most relevant in evaluating the results of the respecti
ve segments.
Reconciliation from EBITDA to operating profit according to the statement of total comprehensive income is shown below. The G
roup’s financing
activities (including finance costs and finance income) and income tax expense are managed on a Group basis and are not alloc
ated to the
operating segments.
The internal managment reporting of operating segments does not include any balance sheet items. Consequently, the overview o
f financial
information per operating segment does not include assets and liabilites. None of the operating segments had sales to a singl
e customer that
exceeded 10 % of revenues in 2021.
2.2 Revenues from contracts with customers
Revenues from sales 2021 2020
Sale of goods 3 333 553 3 435 506
Total revenues from sales 3 333 553 3 435 506
Other operating income 2021 2020
Other operating income 43 831 54 042
Total other operating income 43 831 54 042
The group derives revenue from sale of goods at a point in time, see note 2.1 for disaggregation of revenues by segments and geographical
regions.
The group is a global provider of lighting solutions for a wide variety of applications, on land and offshore. All significant revenue streams
relates to production and sales of goods. The Group`s main performance obigation is related to sale of goods where the performance
obligations are the delivery of an agreed volume of products within the agreed specification. The accounting policies for the group`s revenue
from contracts with customers are explained in note 10.1.
Other operating income mainly consist of freight invoiced to customers.
2.3 Inventories
Inventories 31.12.2021 31.12.2020
Raw materials 383 126 335 512
Work in progress 53 954 44 133
Finished goods 226 137 231 400
Total inventories 663 217 611 045
Provision for obsolete inventories 2021 2020
At January 1 106 688 98 561
Currency effect -3 151 2 879
Provision used -14 470 -23 128
Provision reversed -6 630 -2 634
Addition through acquisition of subsidiary 663 -
Additonal provision 22 493 31 010
At December 31 105 593 106 688
The provision for obsolete inventories covers all inventory classifications (Raw material, Work in progress and Finished good
s).
The
provision is primarily a consequence of the objective calculation based on stock turn at component level. Additional
provision
is mainly related to phase out of many product families produced in Germany and the closing of the factory in
Germany.
Provision used mainly relates to the closing of the factory in Sweden and moving of the warehouses for finished goods
from Germany to Poland.
Note 5.2 shows that part of the Group's inventory is pledged as security for secured liabilities.
2.4 Employee benefit expenses
Payroll and related costs 2021 2020
Salaries 1 005 638 893 869
National insurance 146 108 148 224
Pension costs 41 273 45 209
Other remuneration 33 841 36 873
Total payroll and related costs 1 226 860 1 124 175
Average number of Full Time Employee (FTE) 2 221
2 208
In 2021, salaries and national insurance include special items of NOK 143.8 million. Of this,
NOK 127.7 million is related to
restructuring, NOK 3.8 million is related to business integration,
NOK 12.3 milion is related to ERP integration.
In 2020, salaries and national insurance include special items of NOK 43 million. Of this,
NOK 23.0 million is related to
restructuring, NOK 7.8 million is related to business integration,
NOK 8.5 milion is related to ERP integration and NOK 3.7
million related to other items.
See note 7.1 for management remuneration.
2.5 Other operating expenses
Other operating expenses 2021 2020
Sales and marketing expenses 17 584 18 807
Energi and housing
76 067 74 199
Repair and maintenance 25 290 23 135
Travel and transport 40 139 36 210
Claim 14 623 18 340
Special items 94 453 63 430
Other 69 898 70 509
Bad debts -291 5 845
Total other operating expenses 337 764 310 476
Auditor 2021 2020
Fee for statutory audit 6 394 5 430
Audit-related fees 1 385 1 694
Tax compliance services 358 578
Other fees 1 428 429
Total 9 564 8 130
Special items
Total operating expenses for 2021 includes special items of total NOK 94.4 million.
Of this, NOK 37.5 million is related to
restructuring, NOK 14.6 million is related to business integration,
NOK 19.4 milion is related to ERP integration, NOK 4.3
million relates to claim
for a specific product, NOK 1.6 million relates to ESG implementation and NOK 17.0 million related
to other items.
Total operating expenses for 2020 includes special items of total NOK 63.4 million.
Of this, NOK 20.0 million is related to
restructuring, NOK 22.6 million is related to business integration,
NOK 6.4 milion is related to ERP integration, NOK 4.0
million relates to claim towards specific products
and NOK 10.4 million related to other items.
Some of the transactions included in Other operating expenses are towards related parties, see note 9.2.
3.1 Property, plant and equipment
Land/ Buildings Machinery
Fixtures and
Fittings
Total
Acquisition cost 31.12.2019
291 697 147 817 100 409 539 924
Additions
1 964 7 739 9 767 19 470
Disposals
19 -2 179 1 683 -477
Reclassifications
-423 -5 082 -4 133 -9 638
Currency translation effects 4 770 3 146 3 807 11 724
Acquisition cost 31.12.2020
298 027 151 441 111 534 561 003
Additions
20 378 20 020 16 773 57 171
Disposals
-11 364 4 070 -12 325 -19 619
Additions through acquisition of subsidiary
- 3 482 2 680 6 162
Reclassifications
-4 333 -307 2 073 -2 567
Currency translation effects -3 797 -1 974 -1 857 -7 629
Acquisition cost 31.12.2021
298 912 176 731 118 877 594 520
Accumulated depreciation and impairment 31.12.2019
35 403 29 211 30 483 95 096
Depreciation for the year
21 426 33 459 19 507 74 392
Impairment for the year
7 996 - - 7 996
Disposals
30 -2 097 -1 291 -3 359
Reclassifications
29 1 391 -4 956 -3 536
Currency translation effects 1 576 -117 567 2 026
Accumulated depreciation and impairment 31.12.2020
66 459 61 847 44 309 172 615
Depreciation for the year
22 835 27 396 18 871 69 102
Impairment for the year*
- 3 336 - 3 336
Disposals
-8 616 -1 685 -12 165 -22 465
Reclassifications
- 13 133 146
Currency translation effects -868 33 -915 -1 749
Accumulated depreciation and impairment 31.12.2021
79 811 90 941 50 234 220 985
Carrying amount 31.12.2020
231 569 89 595 67 225 388 388
Carrying amount 31.12.2021
219 101 85 790 68 644 373 535
Economic life
Up to 20 yrs. Up to 10 yrs. Up to 10 yrs.
Depreciation plan
Straight-line Straight-line Straight-line
The Group assess, at each reporting date, whether there is an indication that property, plant and equipment may be impaired. Furthermore,
an assessment is made at each reporting date to determine whether there is an indication that previously recognised impairment losses no
longer exist or have decreased.
*In 2021, the Group recorded an impairment of NOK 3.3 million related to machinery at the Swedish site, Målilla. No other indicators were
identified in 2021 for property, plant and equipment.
In 2020, the Group recorded an impairment of NOK 8.0 million related to the factory building at the Swedish site, Målilla. No other indicators
were identified in 2020 for property, plant and equipment.
3.2 Goodwill
Goodwill
Acquisition cost 31.12.2019 1 700 266
Acquisitions
-
Adjustment of purchase price allocation -2 248
Currency translation effects 2 719
Acquisition cost 31.12.2020 1 700 738
Acquisitions
140 100
Adjustment of purchase price allocation -
Currency translation effects -572
Acquisition cost 31.12.2021 1 840 265
Accumulated Impairment 31.12.2019 -
Impairment for the year
Accumulated Impairment 31.12.2020 -
Impairment for the year
Accumulated Impairment 31.12.2021 -
Carrying amount 31.12.2020 1 700 737
Carrying amount 31.12.2021 1 840 265
Carrying amount of goodwill allocated to the cash-generating units
Goodwill
Professional Building Solution (PBS) segment
1 260 855
Global Marine & Offshore (GMO) segment
346 533
O. Küttel AG 39 921
Luxonic
54 426
ES-System
7
LiteIP
17 500
Wasco
51 272
Luminell
69 751
1 840 265
Total goodwill - carrying amount 31.12.2021
Impairment of Goodwill
The Group tests goodwill for impairment annually or more frequently if there are indications that goodwill is impaired.
Recognised goodwill in the Group as of 31st of December 2021 is NOK 1
840 million and is derived from acquiring of Glamox AS
in 2017, Glamox's acquisition of Küttel in 2018, Luxonic and ES
-System in 2019, LiteIP, Wasco and Luminell in 2021. The
recoverable amounts of the CGUs have been determined based on value
-in-use calculations.
The Group perform its annual impairment test at reporting date. There are no impairment loss in 2021 or 2020.
For the 2021
impairment testing, the cash flows in the calculations are based on budgets for 2022 and assumption used in the
strategy plan for the period 2023
to 2025, both approved by the Board of Directors of Glamox AS. Cash flows after year 2025
have been extrapolated using a long
-term growth rate. The calculations of terminal value are based on Gordon’s formula.
Key assumptions used in value
-in-use calculations
Based on an overall assessment, Glamox has identified the following assumtions as most sensitive to the value in use
calculations:
Growth rate
The historical sales growth rate in Glamox differ between the two segments, PBS and GMO. And within these two segments the
growth rate differ between the sectors. In the strategy plan the growth rates are based on published industry research with
management adjustments. In prediction of cash flow, management has utilized a conservative approach. The growth rate
applied in the impairment test is equal to the rate utilized in the strategy plan.
Operating profit
Future operating profit is dependent on a number of factors, but primarily volume growth, cost of production and operating
expenses. In the impairment test, Glamox has estimated operating profit using an operating profit rate that is based on
managment's experience.
Discount rates
The discounts rates are based on the Weighted Average Cost of Capital (WACC) formula derived from the CAPM model. The
discount rate is set individually for each CGU and is post
-tax between 8.5% and 9.8%.
Cash generating units and assessments
made by management
Goodwill related to the acquisition of Glamox AS is allocated to the two operating segments;
-
Proffesional building solutions ("PBS")
-
Global Marine and Offshore ("GMO")
PBS
In the impairment test calculation, the terminal growth rate is assumed to be 2.0% and a WACC of 8.5% has been utilized. The
sensitivity analysis show that an increase in WACC of 5.0 % would lead to an impairment loss. A decrease in EBITDA margin of
7.9
% in the 10 years of the analysis period would lead to an impairment loss.
GMO
In the impairment test calculation, the terminal growth rate is assumed to be 2.0% and a WACC of 8.5% has been utilized. The
sensitivity analysis show that an increase in WACC of 5.8 % would lead to an impairment loss. A decrease in revenues of 10.3
%
in the 10 years of the analysis period would lead to an impairment loss.
O. Küttel AG
O. Küttel AG was acquired in April 2018. The company is a leading Swiss provider of lighting for the professional building ma
rket
in Switzerland. In the impairment test calculation, the terminal growth rate is assumed to be 2.0% and a WACC of 9.8% has bee
n
utilized. The sensitivity analysis show that an increase in WACC of 9.3 %
-p would lead to an impairment loss. A decrease in
revenues for the whole period of 25% combined with a decrease in profit margin og 4.0%
-p would lead to an impairment loss.
Glamox
Luxonic
Luxonic was aquired by Glamox in April
2019. The company was established in 1986 and is a UK based lighting company with a
strong brand and its own manufacturing plant located in Basingstoke, UK.
In the impairment test calculation, the terminal
growth rate is assumed to be 2.0 % and a WACC of 8.5 % has been utilized. The sensitivity analysis show that an increase in
WACC of 1.7 %
-p would lead to an impairment loss. A decrease in revenues for the whole period of 21.5 % would lead to an
impairment loss, or a decrease in revenue of 3% combined with a decrease of profit margin of 1.2 %
-p would lead to an
impairment loss.
3.3 Product development and other intangible assets
Other
Product intangible
Development assets Total
Acquisition cost 31.12.2019
168 734 1 329 488 1 498 223
Additions 2 896 31 854 34 751
Adjustment of purchase price allocation
-1 694 -9 068 -10 762
Disposals - - -
Reclassifications - 6 263 6 263
Currency translation effects 106 5 302 5 408
Acquisition cost 31.12.2020
170 043 1 363 839 1 533 883
Additions 5 836 36 442 42 278
Additions through acquisition of subsidiary
15 818 100 324 116 142
Disposals - -69 -69
Reclassifications 160 1 638 1 799
Currency translation effects -1 172 -4 707 -5 879
Acquisition cost 31.12.2021
190 684 1 497 468 1 688 154
Accumulated amortisation and impairment 31.12.2019
41 823 132 320 174 143
Amortisation for the year
24 172 79 742 103 913
Disposals - - -
Reclassifications - - -
Currency translation effects -22 1 706 1 684
Accumulated amortisation and impairment 31.12.2020
65 972 213 768 279 740
Amortisation for the year
29 031 92 785 121 816
Impairment for the year*
484 - 484
Disposals -484 -68 -551
Reclassifications - - -
Currency translation effects -146 -1 965 -2 111
Accumulated amortisation and impairment 31.12.2021
94 858 304 519 399 377
Carrying amount 31.12.2020 104 071 1 150 072 1 254 144
Carrying amount 31.12.2021 95 827 1 192 949 1 288 776
Net
Capitalised development costs as of the year ended December 31, 2021 were NOK 95 827 thousand. Of this amount, NOK 49 403
thousand relates to acquired product portfolio through the acquisition of Glamox AS, NOK 10 006 thousand relates to aqcuired
product
developement through the acquisition of Glamox Luxonic, NOK 10 657 thousand relates to acquired product developement through
the
acquisition of ES
-System, NOK 15 337 thousand relates to acquired product developement through the acquisition of Luminell Group
. The
economic life of the p
roduct development is estimated to 3-7 years, and the amortisation plan is stright-line. The rest is capitialised
product developement
related to internal projects. Internal projects that results in products with a new application or new technology is
capitalised given that the criteria in IAS 38 is fulfilled.
The Group directly expensed NOK 31 540 thousand related to research and development activities in 2021 (2020: NOK 31 842 thou
san
d).
Carrying amount of other
intangible assets per 31.12.2021 is NOK 1 193 million and consists of the brand name "Glamox" amounting to
NOK 800 million, customer relations from the aquisition of Glamox AS in 2017 amounting to NOK 148 million, as well as other c
ustomer
relations, brand names and IT
-systems and rights.
The economic life of the brand name "Glamox" and "Küttel" are assumed to be indefinite. These trademarks are well incorporate
d in
their respective markets and there are no plans of rebranding. Based on this, the trademark is assessed to be indefinite and therefore not
amortised. The trademarks is tested for impairment annually, see note 3.2. Except for this, other intangible assets are amor
tised over 5-
10 years based on the useful economic life.
*In 2021, the Group recorded an impairment of NOK 0.5 million related to one product in Luminell Norway that was not commerci
alised.
No other indicators were identified in 2021 for intangible assets.
4.1 Provisions and other liabilities
Provisions and other liabilities Note 31.12.2021 31.12.2020
Non-current provisions and other liabilities
Warranties 37 231 38 470
Other liabilities 7 732 9 318
Total non-current provisions and other liabilities
44 964 47 788
Provision for warranties 2021 2020
At January 1 38 470 34 132
Currency effect -674 1 025
Addition through acquisition of subsidiary 764 -
Provision used -8 879 -4 665
Provision reversed -2 095 -2 721
Additional provision 9 645 10 699
At December 31 37 231 38 470
Current provisions and other liabilities
Derivatives (currency forward contracts - note 5.1)
3 379 1 960
Derivatives (interest rate swap - note 5.1)
- 8 868
Prepayments from customers
9 438 20 246
Restructuring/Severence payment 92 006 5 276
Accruals for employee benefits 104 218 110 279
Product claim 10 625 25 659
Contingent liabilities 55 011 1 312
Pension liabilities 7.2 388 1 202
Accrued interest cost
5 192 5 971
Other liabilities 52 563 47 167
Total current provisions and other liabilities
332 821 227 940
Warranties relates to product warranty obligations to customers. Standard warranty time is between 2
-5 years. The warranty time
differs among the different markets that Glamox operates in, and between the different products sold.
Product claim relates to two product families sold to the energy area (GMO segment) over several years. The provision is expe
cted to
cover cost involved in rectifying received and potential claims.
The contingent liabilities relates to acquisition of LiteIP Ltd. and Wasco GmbH.
The contingent consideration relates to future financial
key figures, integration and development of technology during 2021
-2024 for LiteIP and 2021-2023 for Wasco GmbH.
Other liabilities contains accrued fee
and general accrued expenses.
4.2 Leases
Right-of-use assets
Buildings Machinery
Fixtures and
Fittings
Total
Carrying amount 31.12.2019
146 153 28 351 5 147 179 652
Additions
50 265 15 478 72 65 815
Additions through acquisition of subsidiaries
- - - -
Remeasurement
7 879 -369 9 7 519
Depreciations
-38 732 -15 543 -1 611 55 886-
Termination
-1 707 -1 377 -35 3 120-
Currency translation effects 2 963 915 233 4 111
Carrying amount 31.12.2020
166 821 27 455 3 815 198 091
Additions
33 201 16 272 263 49 736
Additions through acquisition of subsidiaries
7 359 635 1 061 9 055
Impairments*
2 593- - - 2 593-
Remeasurement
29 553 -372 340 29 521
Depreciations
-41 120 -15 467 -1 652 58 240-
Termination
-1 905 -1 704 -5 3 614-
Currency translation effects -5 050 -749 -11 5 809-
Carrying amount 31.12.2021
186 265 26 070 3 811 216 147
Amounts recognised in profit and loss 2021 2020
Depreciation from right-of-use assets
1)
58 240 55 886
Interest expense from lease liabilities
2)
5 010 5 492
Expenses relating to short term leases and leases of low-value assets
3)
3 535 4 992
Variable lease payments not included in the measurement of lease liabilities - -
Total 66 785 66 369
1) Presented as Depreciations and amortisations
2) Presented as Interest expenses
3) Presented as Other operating expenses
Amounts recognised in the statement of cash flow 2021 2020
Principal portion of lease payments on lease liabilities
1)
56 473 54 895
Interest portion of lease payments on lease liabilities
1)
5 010 5 492
Payments relating to short term leases and leases of low-value assets
2)
3 535 4 992
Total payments on lease liabilities 65 018 65 378
1) Presented as cash flow from financing activities.
2) Presented as cash flow from operating activities.
Lease liabilities
2021 2020
Lease liabilities, non-current
169 669 148 115
Lease liabilities, current
56 871 51 204
Maturity schedule lease liabilities - contractual undiscounted cash flows
2021 2020
0-1 years 58 828 52 923
1-5 years 149 077 112 237
5 years and later 35 237 49 124
Total undiscounted lease liabilities as of 31.12
243 142 214 284
Amounts does not include lease liabilities for short term leases and leases of low-value assets.
*In 2021, the Group recorded an impairment of NOK 2.6 million related to lease of two office facilities in Germany due to the ongoing
restructuring.
This note provides information for leases where the group is a lessee.
5.1 Financial instruments
31.12.2021
Amortised cost
Fair value through
profit or loss
(FVTPL)
Total
Assets
Trade receivables (note 5.9)
449 224 449 224
Other receivables (note 5.9)
93 989 93 989
Cash and cash equivalents (note 5.8)
379 604 379 604
Total financial assets 922 817 - 922 817
Liabilities
Derivatives (currency forward contracts)
3 379 3 379
Derivatives (interest rate swap)
- -
Bond
1 350 000 1 350 000
Interest bearing liabilities to financial institutions (note 5.2)
959 806 959 806
Lease liabilities (non-current and current, note 4.2)
226 540 226 540
Other long-term loans
- -
Trade payables (note 5.10)
306 917 306 917
Total financial liabilities 2 843 263 3 379 2 846 642
31.12.2020
Amortised cost
Fair value through
profit or loss
(FVTPL)
Total
Assets
Trade receivables (note 5.9)
431 801 431 801
Other receivables (note 5.9)
87 304 87 304
Cash and cash equivalents (note 5.8)
564 761 564 761
Total financial assets 1 083 866 - 1 083 866
Liabilities
Derivatives (currency forward contracts) 1 960
1 960
Derivatives (interest rate swap) 8 868
8 868
Bond 1 350 000
1 350 000
Interest bearing liabilities to financial institutions (note 5.2) 762 453
762 453
Lease liabilities (non-current and current, note 4.2)
199 319 199 319
Other long-term loans
288 288
Trade payables (note 5.10)
264 719 264 719
Total financial liabilities 2 576 778 10 828 2 587 606
The Group has the following financial instruments:
Financial assets/liabilities at amortised cost:
Financial assets: Trade receivables, other current receivables (notes: 5.9) and cash and cash equivalents (note 5.8)
Financial liabilities: Includes most of the Group’s financial liabilities including debt to credit institutions, trade payabl
es and other current and
non
-current financial liabilities (notes: 5.2 and 5.10).
Financial assets/liabilities
at fair value through profit and loss (FVTPL):
Derivative instruments
– Currency forward contracts and interest rate swap (see below)
Derivates and hedging
The Group applies hedge accounting related to its hedges of net investments in foreign subsidiaries. Loans and bank overdraft
s in the same
currency as the underlying
investments are designated as hedging instruments. As of 31 December 2021 NOK 646.0 million of the interest
bearing liabilities have been designated as hedging instrument (2020: NOK 575.0 million).
In the Group accounts, the underlying currency
effects related to the hedging instruments are presented
in the statement of OCI, to the extent
that the hedging relationship is effective. At the
end of the period, the hedging relationship is effective.
Furthermore, the Group holds currency forward contracts to secure its sales and purchases in foreign currency. Hedge accounti
ng is not
applied related to these arrangements, and the derivatives are measured at fair value through profit and loss (FVTPL).
In June 2018, GLX Holding AS entered into a 3
-year floating-to-fixed interest rate swap with DNB and Danske Bank for the nominal amount of
NOK 1,350 million.
The floating-to-fixed interest rate swap expired in June 2021 and GLX Holding will from this point have a floating interest
rate on the bond and be exposed to changes in NIBOR.
For further
information, see note 5.5 and 10.1.
IFRS 9 contains three principal classification categories for financial assets: measured at amortised cost, FVTOCI and FVTPL.
Th
e classification of
financial assets under IFRS 9 is generally based on the business model in which a financial asset is managed and its contract
ual cash flow
characteristics.The table below shows the
various financial assets and liabilities, grouped in the different categories of financial instruments
according to IFRS 9.
5.2 Interest bearing liabilities
Non-current Interest bearing loans and borrowings Company Interest rate Maturity 31.12.2021 31.12.2020
Callable Open Bond GLX Holding AS NIBOR + margin 2023 1 350 000 1 350 000
Revolving facility - utilised amount (NOK) Glamox AS NIBOR + margin 2023 300 500 165 500
Revolving facility - utilised amount (EUR) Glamox AS EURIBOR + margin 2023 319 642 230 347
Revolving facility - utilised amount (PLN) Glamox AS WIBOR + margin 2023 326 152 344 675
Other long term loans (GBP) Glamox Luxonic Ltd. LIBOR + margin 2023-2024 4 814 7 151
Total non-current interest bearing loans and borrowings 2 301 108 2 097 672
Change of non-current Interest bearing loans and borrowings 2021 2020
Opening balance 2 097 672 1 987 958
Acquired debt due to acquisition of subsidiary 12 041 -
Increase of utilised amount 238 260 350 000
Repayment -14 518 -250 547
Effect of changes in foreign exchange rates -32 347 10 261
Closing balance 2 301 108 2 097 672
Current Interest bearing loans and borrowings 31.12.2021 31.12.2020
Other long term loans (GBP) - current part 2 663 2 783
Bank overdraft* 6 036 11 998
Total current interest bearing loans and borrowings 8 698 14 781
* Some subsidiaries can withdraw cash based on outstanding accounts receivable.
Change of current Interest bearing loans and borrowings 2021 2020
Opening balance 14 781 22 770
Acquired debt due to acquisition of subsidiary 1 952 -
Increase of utilised amount 4 084 -
Repayment -12 176 -8 008
Effect of changes in foreign exchange rates 57 19
Closing balance 8 698 14 781
Revolving facility - assets pledged as security and guarantee liabilities
31.12.2021 31.12.2020
Secured balance sheet liabilities:
Interest bearing liabilities to financial institutions 2 296 294 2 090 522
Secured pension liability 13 820 13 820
Balance sheet value of assets pledged as security for secured liabilities:
Land, buildings and other property 25 722 31 297
Machinery and plant 33 498 32 641
Fixtures and fittings, tools, office equipment etc. 12 770 15 776
Inventories 148 031 134 905
Account receivable 249 321 191 399
Total 469 342 406 018
Revolving facility
Glamox holds a multi
-currency revolving facility. The multi-currency revolving facility has a credit limit of NOK 1,400 million.
In Q2
-2021 the utilized amount was increased by NOK 135 million and in Q3-2021 the utilized amount was increased by NOK 103 million.
An arrangement fee related to the financing, is booked against non
-current interest bearing liablities and will be expensed over
the availability period of
the facility.
An arrangement fee related to the financing is booked against non
-current interest bearing liablities and is expensed over the availability period of the
facility.
Revolving facility
- Covenant requirements:
Glamox' loan agreements includes the following financial covenants requirements:
-
Equity ratio minimum 20%
-
Net interest bearing debt (NIBD)/EBITDA (Last Twelve Months) less than 4,0
There have been no breaches of covenants in 2021 or 2020.
Bond
GLX Holding AS issued a Bond on the 8 December 2017. The initial issued amount is NOK 1 350 million and the maximum issued am
ount of the bond is
NOK 2 000 million. The initial nominal amount on each bond is NOK 0.5 million. The bond has an interest margin of 5.25%. The
interest period is 8
March, 8 June, 8 September and 8 December. The maturity date is 08.12.2023. The Outstanding Bonds will mature in full on the Maturity Date and shall
be redeemed by the Issuer on the Maturity Date at a price equal to 100 per cent of the Nominal Amount. The Bond has a
Call Option that may be
exercised by the Issuer by written notice to the Bond Trustee and the Bondholders at least 10 Business Days prior to the prop
osed Call Option
Repayment Date for the call.
An arrangement fee of NOK 7.2 millions related to the refinancing, is booked against the bond. The arrangement fee is expense
d over the availability
period of the facility.
The Bond was listed at Oslo Stock Exchange during second quarter 2018.
Callable Open Bond
- Covenant requirement:
Financial covenants requirement for the bond is Net interest bearing debt (NIBD)/ EBITDA (Last Twelve Monts) less than 4.0.
Bond
- assets pledged as security
The shares in both GLX Holding AS and Glamox AS is pledged as security for the Bond.
5.3 Ageing of financial liabilities
31.12.2021
Derivatives 3 379 - - 3 379
Callable Open Bond* 88 020 1 438 020 - 1 526 040
Interest bearing liabilities to financial institutions (note 5.2)* 35 710 978 105 - 1 013 815
Other long-term loans - - - -
Trade payables (note 5.10) 306 917 - - 306 917
Totals 434 026 2 416 125 - 2 850 151
31.12.2020
Derivatives 10 828 - - 10 828
Callable Open Bond* 93 420 1 510 110 - 1 603 530
Interest bearing liabilities to financial institutions (note 5.2)* 27 292 757 799 2 384 787 474
Other long-term loans 288 - - 288
Trade payables (note 5.10) 264 719 - - 264 719
Totals 396 546 2 267 909 2 384 2 666 839
Total
Less than 12
months
1 to 3 years
Over 3 years
Total
Less than 12
months
1 to 3 years
Over 3 years
* figures inclued estimated interest payable.
5.4 Fair value measurement
Carrying amount
at
Date of
valuation
Carrying
amount
Fair value Level 1 Level 2 Level 3
Liabilities measured/disclosed at fair value
Interest-bearing liability 31.12.2021 31.12.2021 959 806 959 806 x
Interest-bearing liability 31.12.2020 31.12.2020 762 453 762 453 x
Callable Open Bond 31.12.2021 31.12.2021 1 350 000 1 333 125 x
Callable Open Bond 31.12.2020 31.12.2020 1 350 000 1 333 125 x
Derivative financial liabilities 31.12.2021 31.12.2021 3 379 3 379 x
Derivative financial liabilities 31.12.2020 31.12.2020 10 828 10 828 x
An arrangement fee of NOK 7.2 millions related to the Callable Open Bond, is booked against the bond. Interest-bearing liabilities also includes arrangement
fees of NOK 2.7 million related to the revolver credit facility, which is booked against the liabilities. The arrangement fees are expensed over the availability
period of the facility.
The table below disclose information about all financial instruments that are either measured at fair value
or where information about fair value is
disclosed.
The Bond was listed at Oslo Stock Exchange during second quarter of 2018 and transferred to level 1 in the fair value hierarchy. There were no
transfers between levels in the fair value hierarchy in
2021.
For related accounting policies, reference is made to
note 10.1.
Fair value of financial instruments
Management assessed that the fair values of cash and short
-term deposits, trade receivables, trade payables and other current liabilities approximate their
carrying amounts largely due to the short
-term maturities of these instruments.
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged i
n a current transaction between
willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the
fair values:
The Group enters into derivative financial instruments with various counterparties, principally financial institutions with i
nvestment grade credit ratings.
Forward contracts are valued using valuation techniques, which employ the use of market observable inputs. The most frequentl
y applied valuation
techniques include forward pricing models using present value calculations (hierarchy level 2). The models incorporate variou
s inputs including the credit
quality of counterparties, foreign exchange spot and forward rates, yield curves of the respective currencies and currency ba
sis spreads between the
respective currencies. All derivative contracts are fully cash collateralised, thereby eliminating both counterparty risk and
the Group's own non-
performance
risk. As at 31 December 2021, the marked
-to-market value of derivative asset positions is net of a debet valuation adjustment attributable to derivative
counterparty default risk. The changes in counterparty credit risk had no material effect on measurement of financial instrum
ents recognised at fair value.
The Group applies input from its respective bank relations in performing the fair value calculations.
The fair value of the Group's interest
-bearing liability are assessed to be in all material aspects similar to carrying amount.
Fair value of the Callable Open Bond is calculated by using the OSE trading price at year
-end.
5.5 Financial risk management
Interest rate sensitivity
31.12.2021
31.12.2020
Currency (in currency million)
31.12.2021 31.12.2020 31.12.2021 31.12.2020
EUR/DKK
34.5 36.8 30.0 34.7
SEK
59.8 118.0 55.0 127.7
GBP
19.5 12.2 19.7 11.7
CHF
10.3 15.9 10.7 16.3
PLN
132.5 149.4 143.3 155.3
SGD
5.3 4.9 5.7 5.0
CAD
5.8 4.0 5.1 4.4
USD
4.7 6.7 4.2 6.2
Net debt and overdraft in foreign currency
Equity in foreign subsidiaries
Increase / decrease in basis points
Effect on profit before tax
+/- 100
- 2.4 mNOK / -0.1 mNOK
+/- 100
- 19.9 mNOK / +13.9 mNOK
The Group
is exposed to a range of risks affecting its financial performance, currency risk, interest rate risk, liquidity risk and credit risk. The Group seeks to
minimise potential adverse effects of such risks through sound business practices, risk management and use of derivative fina
ncial instruments. Risk
management is carried out by senior management under policies approved by the Board of Directors.
Interest
rate risk
The Group aims to follow the general long
-term development in the money market interest levels. The effects of short-term fluctuations in money market
interest levels can be reduced by managing the loan portfolio's average interest and the timing of the interest payments. Und
erlying loan agreements is used to
manage the interest risk.
The floating
-to-fixed interest rate swap expired in June 2021 and GLX Holding have a floating interest rate on the bond and be exposed to changes in NIBOR.
The
main part of the deposit is organised in a Multi Currency Cash pool. The interest-bearing liability relates to a Callable Open Bond and a Revolving Credit
Facility (RCF). As of 31.12.2021 it is utilised NOK 300.5 million, EUR 32.0 million and PLN 150.1 million of the RCF. The int
erest of the utilised amount of the RCF
is payable at a rate of NIBOR/EURIBOR/WIBOR plus a margin, dependent on the Group's NIBD/EBITDA ratio.
The following table demonstrates the sensitivity to a possible change in interest rates, with all other variables held consta
nt, on the Group's profit before tax:
Without the hedge of the net investment in foreign subsidiaries, a 10 percent weakening/strengthening in the value of NOK wou
ld have increased/decreased
equity by NOK 113.8 million as of 31.12.2021, where equity in EUR represents NOK 33.8 million of this increase/decrease. Such
changes in value would have
limited impact on P/L, as they are mainly booked as translation differences against equity. Because of the hedge, the impact
on equity is also limited.
Foreign currency risk
The
Group is exposed to transaction risk by purchasing and selling in different currencies. Purchase and production expenses are mainly in NOK, SEK, EUR, GBP
and PLN with sales mainly in NOK, EUR, SEK, DKK, GBP, SGD, CAD, CHF, PLN and USD.
Glamox aims to minimise the risk of changes in the value of net cash flows
arising from the short
-term fluctuations in exchange rates. Transaction risk is controlled by means of internal invoicing rules, matching of income and expenses
in the same currency and by using financial instruments (forward contracts).
The
Group uses forward contracts as an economic instrument to hedge cash flow. As of 31.12.2021, the Group hold forward contracts for both sale and
purchase of currencies. Forward contracts as of 31.12.2021 amounts to
NOK 151 million in currency sales and NOK 183 million in currency purchase based on
31.12.2021 exchanges rates.
The Group's forward contracts had a market value of NOK -2.0 million as of 01.01.2021 and NOK -3.4 million as of 31.12.2021.
Glamox has not applied hedge
accounting in accordance with IFRS 9 for cash flow hedging.
The
Group is exposed to currency changes related to
carrying amounts of equity in foreign subsidiaries. Changes in the value of equity of foreign subsidiaries are
offset/hedged by loans and overdrafts in the same currency.
The following tables demonstrates the Group's total exposure to foreign currency risk related to its
net debt and equity in foreign subsidiaries:
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group has
a limited exposure to liquidity risk on the
basis of a strong cash flow in addition to a solid balance sheet, as of 31.12.2021 the equity rate is 31.3 %. The Group's obj
ective is to maintain a balance
between continuity of funding and flexibility through the use of bank overdrafts and bank loans.
See note 5.3 for an overview of maturity profile on the Group' financial liabilities and an overview about available credit
lines, and note 5.8 for an overview of
the liquidity reserve.
Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract,
leading to a financial loss. The Group
trades only with recognised, creditworthy third parties. It is the Company's policy that all customers who wish to trade on c
redit terms are subject to credit
verification procedures, which include an assessment of credit rating, short
-term liquidity and financial position. The Company obtains sufficient collateral
(where appropriate) from customers as a means of mitigating the risk of financial loss from defaults. In addition, receivable
balances are monitored on an
ongoing basis, with the result that the Company's exposure to bad debts is not significant.
Outstanding customer receivables are regularly monitored and any shipments to major customers are generally covered by letter
s of credit or other forms of
credit insurance. See note 5.9 for comments regarding trade receivables ageing. With respect to credit risk arising from the
other financial assets of the
Company, which comprise cash and derivative financial assets, the Company's exposure to credit risk arises from default of th
e counterparty, with a maximum
exposure equal to the carrying amount of these instruments. The Group limits its counterparty credit risk on these assets by
dealing only with financial
institutions with credit ratings of at least A or equivalent.
5.6 Capital management
31.12.2021 31.12.2020
Interest bearing liabilities 2 536 346 2 312 060
Less: interest bearing investment -19 248 -
Less: cash and bank deposit excl. restricted cash -362 765 -550 258
Net interest bearing debt 2 154 333 1 761 802
Net interest bearing debt excl. IFRS 16 1 932 009 1 567 979
Net interest bearing debt excludes arrangement fees of NOK 9.9 million in 2021 (2020: NOK 13.6 million).
Total Assets 5 397 722 5 324 089
Total Equity 1 690 365 1 949 316
Equity ratio 31 % 37 %
Equity ratio excl. IFRS 16 33 % 38 %
For the purpose of the Group's capital management, capital includes issued capital and all other equity reserves attributable
to the equity
holders of the parent.
The primary objective of GLX Holding' capital management is to ensure that it maintains a healthy capital ratios in
order to support its business and maximise shareholder value.
The Group manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements
of the
financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders
, return
capital to shareholders or issue new shares.
In order to achieve this overall objective, the Group’s capital management, amongst other things, aims to ensure that it meet
s financial
covenants related to the interest
-bearing financial liabilities in the Group. Breaches in meeting the financial covenants would permit the
bank to immediately call loans and borrowings towards Glamox. There has been no breaches of the financial covenants of any i
nterest
bearing loans and borrowing in the current period. Covenants calculations are not affected by the implementation of IFRS 16,
as the loan
agreements only take into account existing IFRS standards at the time of entering the loan agreement. Reference is made to n
ote 5.2 for
disclosed information regarding interest bearing liabilities and financial covenants.
5.7 Equity and shareholders
Share capital in GLX Holding AS at 31.12.2021 Number Nominal Value Balance Sheet
Shares NOK 1 000 1 000 1 000 000
Total NOK 1 000 1 000 1 000 000
All shares have the same voting rights.
Reconciliation of equity is shown in the statement of changes in equity.
There have been no changes in the number of shares in 2016 or 2015.
Holders of these shares are entitled to dividend and to one vote per share at general meetings of the Company. There have bee
n no changes in the
number of shares in 2021 or 2020. GLX Holding AS is a 100% owned subsidiary of Glace Holdco AS.
There has been no distribution of dividend during 2021 or 2020.
5.8 Cash and cash equivalents
Cash and cash equivalents 31.12.2021 31.12.2020
Bank deposits, unrestricted 362 765 550 258
Bank deposit, restricted, employee taxes in Glamox AS 16 840 14 503
Total cash and cash equivalents 379 604 564 761
Liquidity reserve 792 047 1 170 482
The liquidity reserve is the total overdraft and revolving facilites of all Group companies, minus all utilised overdraft and
revolving facilities,
and added all cash on hand and deposits.
The liquidity reserve for the Glamox Group is organised in a revolving facility and a Multi Currency
Cash pool. In addition GLX Holding AS has bank deposit.
The bond may be extended by additional NOK 650 million.
This is not included in the liquidity reserve.
Legally,
Glamox AS is the counter party towards the Bank regarding the Multi Currency Cash pool within the Group. The
net position of the cash
pool is presented as cash and cash equivalents.
Restricted
deposits in the Group amounted to NOK 16.8 million in 2021.
5.9 Trade and other receivables
Trade and other receivables 31.12.2021 31.12.2020
Trade receivables
Trade receivables 449 224 431 801
Total trade receivables 449 224 431 801
Provision for impairment of receivables 2021 2020
At January 1 30 884 31 146
Currency effect -32 -192
This years loss -6 189 -5 154
Payments received against previous losses - -
Addition through acquisition 113 -
Provision this year -3 579 5 084
At December 31 21 197 30 884
Ageing analysis of trade receivables Total < 30 days 31-60 days 61-90 days > 90 days
2021 449 224 355 996 64 320 16 013 2 995 9 899
2020 431 801 348 368 58 765 10 713 4 664 9 291
Other receivables 31.12.2021 31.12.2020
Prepaid other expenses 33 872 19 581
Prepaid VAT 28 417 20 960
Other - Retention fees due - 1 143
Withholding tax - 9 320
Prepaid tax 5 989 13 767
Other 25 711 22 534
Total other receivables 93 989 87 304
Neither past due
nor impaired
Past due but not impaired
As at 31 December the ageing analysis of trade receivables is, as follows:
For details regarding the Group's procedures on managing credit risk, reference is made to note 5.5.
5.10 Trade and other payables
Trade and other payables 31.12.2021 31.12.2020
Trade payables
Trade payables 306 917 264 719
Trade payables to related parties - -
Total trade payables 306 917 264 719
Other payables
Public duties payables 108 840 116 469
Total other payables 108 840 116 469
For trade and other payables ageing analysis, refererence is made to note 5.3.
For trade and other payables ageing analysis, refererence is made to note 5.3.
5.11 Financial income and expenses
Financial income and expenses 2021 2020
Financial income
Currency gain 56 373 83 666
Interest income 3 766 9 275
Unrealised gain financial derivates - -
Realised gain financial derivates
8 868 -
Other financial income 116 3 458
Total financial income 69 122 96 400
Financial expenses
Currency loss 52 317 86 698
Interest expenses* 125 163 140 063
Unrealised loss financial derivates 1 419 13 379
Realised loss financial derivates 2 770 3 476
Other financial expenses 30 865 3 541
Financial expenses 212 536 247 157
* Interest expenses include interest on lease liabilities.
The Group applies hedge accounting on net investments in foreign subsidiaries. Loans and bank overdrafts are applied as hedgi
ng
instruments (see note 5.1). Currency effects from hedging instruments are presented in
the statement of OCI, to the extent that the
hedging is effective.
In 2021, other financial expenses include earn
-out of NOK 25.5 million related to the acquisition of Wasco, see note 8.2 for more
information.
In 2020, other financial income includes reversal of earn
-out of NOK 2.8 million related to the acquisition of Luxonic Ltd, due to key
financial assumption related to the contingent consideration were not achieved.
6.1 Taxes
2021 2020
Current income tax expense:
Tax payable 47 817 45 055
Change deferred tax/deferred tax assets -8 738 -39 164
Currency effects -3 641 2 642
Deferred tax charged to OCI -11 683 11 743
Tax related to previous years -6 925 1 332
Total income tax expense 16 831 21 608
Deferred tax related to items recognised in OCI during the year:
Net gain/loss on hedge of foreign subsidiaries 8 531 -11 226
Tax effect on remeasurements on defined benefit plans
3 152 -517
Deferred tax charged to OCI 11 683 -11 743
Total tax for the year on group level:
Norwegian companies -11 611 -22 423
Foreign companies 28 442 44 031
Total tax for the year 16 831 21 608
Current tax liabilities consist of:
Income tax payable for the year as above 47 817 45 055
- of which paid in fiscal year -37 351 -46 853
- tax on group contribution to subsidiaries -725 -
- payment of withholding tax -1 501 -777
- tax provision related to previous years -5 837 2 057
Current tax liabilities 31.12 2 402 -517
Deferred tax liabilities (assets): 31.12.2021 31.12.2020
Property, plant and equipment 24 781 45 700
Intangible assets 1 155 763 1 181 416
Other current assets -3 815 -25 522
Liabilities -50 108 -67 170
Net pension reserves/commitments -42 250 -69 123
Derivatives - -8 868
Losses carried forward (including tax credit) -453 571 -273 983
Untaxed profit
2)
319 758 276 186
Restricted interest deduction carried forward -211 443 -213 282
Basis for deferred tax liabilities (assets): 739 115 845 353
Calculated deferred tax assets 188 957 156 946
- Deferred tax assets not recognised -129 028 -84 601
Net deferred tax assets recognised in balance sheet 59 929 72 345
Deferred tax liabilities recognised in balance sheet 332 293 330 068
2)
Untaxes profit relates to profit in Estonia, that is taxed when dividend is distributed.
Reconciliation of income tax expense 2021 2020
Profit before taxes -229 439 -11 349
Tax expense (Norway tax rate) -50 476 -2 497
Permanent differences 35 132 3 719
Effect of deferred tax asset not recognised 45 325 24 960
Reversal of tax liability provision - -
Tax related to previous years -6 925 1 332
Effects of changes in tax rate - -
Effects of foreign tax rates -9 744 -5 906
Other taxes 3 519 -
16 831 21 608
Effective tax rate -7.3 % -190.4 %
Recognised income tax expense
The Group's operations are subject to income tax in various foreign jurisdictions. The statutory income tax rates vary from 1
5%
to 31%,
which results in a difference between the statutory income tax rate in Norway and the average tax rate applicable to the grou
p. A
reconciliation of the differences between the theoretical tax expense under the rate applicable in Norway and the actual tax
exp
ense is
as follows:
7.1 Management remuneration
Remuneration to CEO
Salary
Performance-
related bonus
Pension
Other
remuneration
Rune Marthinussen - CEO 2021 3 716 542 54 127
Rune Marthinussen - CEO 2020 3 601 1 764 52 126
GLX Holding AS
GLX Holding AS has no employees.
The Board of GLX Holding AS has proposed a remuneration of NOK 50 thousand to board member, Torfinn Kildal, for the twelve
month period ending in June 2022 at the General meeting.
Glamox
The CEO is a member of a defined contribution pension scheme for salaries up to 12G (approx NOK 1.2 million). In addition, th
e CEO is
entitled to a salary compensation of 23.95% of fixed salary for amounts exceeding 12G. The CEO also has a performance based b
onus
agreement.
For 2021, the CEO has a performance related bonus agreement, which can give up to seven months’ additional salary. The financ
ial
statements of 2021 have been charged with NOK 542 thousands related to the performance related bonus agreement. For 2022, the
CEO has a performance related bonus agreement, which can give up to ten and a half months’ additional salary.
As announced 29 October 2021, CEO Rune Marthinussen will retire from the role as CEO of Glamox simultaneously with Astrid
Simonsen Joos starting as CEO 1 August 2022. Rune Marthinussen will continue as special advisor for the new CEO until 31 Dece
mber
2022 and further be available during his notice period until 30 June 2023. In accordance with his employment contract, he wil
l receive
an 18 months’ severance pay from 1 July 2023 until 31 December 2024.
The board members are not subject to agreements for severence pay, bonuses or profit
-sharing. No loans or pledges have been
provided to the board members or senior management of the Group.
7.2 Post-employment benefits
Components of defined benefit cost in profit and loss 2021 2020
Net Service Cost 6 586 6 998
Prior Service Cost -4 272 -
Interest cost inluding tax 603 820
Interest income -146 -217
Administration expenses 388 399
Total recognozed in profit and loss 3 159 8 000
Changes in pension plan assets during the year
Pension plan assets (fair value) 1 January 87 409 73 723
Contributions and benefits paid during the year 400 10 442
Interest income 197 291
Administration expenses -388 -399
Return on assets excl. interest income 12 712 -842
Currency translation -510 4 194
Pension plan assets (fair value) 31 December 99 821 87 409
Changes in the present value of pension obligations during the year
Pension obligations 1 January 162 843 140 282
Additions through acquisitions of subsidiaries - -
Net service cost 6 586 6 998
Contributions and benefits paid during the year -5 787 5 109
Past Service Cost -4 272 -
Interest cost inluding tax 654 894
Actuarial gains and losses -13 216 2 668
Currency translation -1 497 6 893
Pension obligations 31 December 145 313 162 843
Net pension obligations 31 December 45 492 75 434
Reconciliation of net defined benefit liability/(asset)
Net defined liability/(asset) , 1 January 75 434 66 559
Additions through acquisitions of subsidiaries - -
Defined benefit cost recognized in P&L 3 159 8 000
Defined benefit cost recognized in OCI -25 927 3 509
Contributions and benefits paid during the year -6 187 -5 333
Currency translation -987 2 699
Net defined liability/(asset) , 31 December 45 492 75 434
Glamox AS is legally obliged to have occupational pension arrangements under the Norwegian Mandatory Occupational Pension Act
. The Norwegian pension
arrangements satisfy the requirements of this act.
Defined contribution plan
The majority of the Group's
employees are covered by defined contribution pension schemes. Contributions to these schemes are recognised as pension
expense
as they occur. Total costs related to the Groups contribution plans were NOK 38.1 million in 2021 (2020: NOK 37.2 million).
Defined benefit pension plan
The Group also has defined benefit pension plans in Glamox AS and in four subsidiaries of Glamox AS. The
defined benefit plans in O. Küttel AG accounts for
approximately 40% of the net liability in the Group, Glamox AS accounts for approximately 34% of the net liability in the Gro
up and ES-System accounts for
approximately 17% of the net liability in the Group. The remaining 9 % of the net liability consist of several minor defined
benefit pension plans in other
subsidiaries.
On Group level, t
otal net pension liabilities were NOK 45.5 million (net of the pension liability of NOK 145.3 million and reserve of NOK 99.8 million) as at 31
December 2021. As of 31.12.2020 total net pension liabilities were
NOK 75.4 million (net of the pension liability of NOK 162.8 million and reserve of NOK 87.4
million).
Actuarial gains/losses recognised in the net pension liabilities amounted to NOK -25.9 million in 2021 (2020: NOK 3.5 million).
Risks related to defined benefit plans
The defined benefit plans expose the company to various demographic and economic risks, such as longevity, investment, curren
cy and interest rate risks and
in some cases, inflation risk.
O. Küttel AG
Financial conditions: 2021 2020
Mortality table BVG 2020 GT BVG 2015 GT
Discount rate 0.40% 0.20%
Expected return on plan assets 1.00% 1.00%
Salary increase 0.60% 0.70%
Pension increase 0.00% 0.00%
Sensitivity analysis of pension obligations
Change (NOK
1000)
Change %
DBO end of period discount rate + 0.25% -3 860 -4 %
DBO end of period discount rate - 0.25% 4 159 4 %
DBO end of period salary increase + 0.25% 893 1 %
DBO end of period salary increase - 0.25% -867 -1 %
Currency rate (CHF/NOK) as of 31 December 2021 have been used in the sensitivity analysis.
Expected future contributions NOK 1000
Expected employer contributions next year 2 978
Expected employee contributions next year 2 978
Expected benefits payments next year -7 414
Currency rate (CHF/NOK) as of 31 December 2021 have been used to calculate expected future contributions and benefit payments.
ES-System
Financial conditions: 2021 2020
Mortality table PTTZ 2020 wg GUS PTTZ 2019 wg GUS
Discount rate 3.6% 1.50%
Expected return on plan assets n/a n.a
Salary increase 3.50 - 5.50% 2.00 - 3.50%
Pension increase n/a n.a
Sensitivity analysis of pension obligations
Change (NOK
1000)
Change %
DBO end of period discount rate + 0.25% -275 -3 %
DBO end of period discount rate - 0.25% 294 4 %
DBO end of period salary increase + 0.25% 158 2 %
DBO end of period salary increase - 0.25% -93 -1 %
Currency rate (PLN/NOK) as of 31 December 2021 have been used in the sensitivity analysis.
Glamox AS
Financial conditions: 2021 2020
Mortality table K2013 K2013
Discount rate 1.90% 1.70%
Expected return on plan assets 1.90% 1.70%
Salary increase 2.50% 2.25%
Pension increase 2.50% 2.00%
The net pension liabilities consists of a defined benefit plan for 53 employees. The pension plan are organized as "contribut
ion-based" schemes as per Art. 15
of the Swiss Federal Law on Vesting in Pension Plans. Under these plan arrangements, retirement benefits of active participan
ts
accrue over a notional account
as the sum of retirement credits (retirement credit rate multiplied with pensionable salary) and interests. Average age of th
e participants in the pension plan
was 43.81 as of 31 December, 2021.
The pension liability in ES
-System consists of retirements benefits, disability benefits and death severance pay. Disability benefits and death severance pay make
up approximately 20 % of the pension liability, while 80 % relates to retirement benefits.
On the basis of IAS 19 the profitability of 10-year treasury bonds
amounting to
3.6% was used to determine the discount rate. The long-term annual salary growth rate was assumed to be from 3.5% to 5.5% depending on site
location
in nominal terms. When determining the pension liability, the probability of obtaining additional benefit entitlements was ta ken into account. The
probability of achieving rights to severance pay and death severance pay is understood as the probability of invalidity and d
eath of an employee before reaching
retirement age, provided that they remain in an employment relationship with their current employer.
Retirement age means the age of 60 for women and 65
for men.
Glamox AS has defined benefit plans for 2 former employees and for some employees who have not been transferred from previous
defined benefit plan when
this was closed and replaced by a defined contribution plan.
8.1 Interests in subsidiaries
Name of company Office
CUR
Share Capital
Shareholding in
Glamox AS
Carrying amount
in Glamox AS
Glamox Group's
voting ownership
share
Glamox A/S Denmark DKK 4 900 100.0% 8 045 100.0%
Glamox AB Sweden SEK 600 100.0% 1 681 100.0%
Glamox Oy Finland EUR 100 100.0% 6 082 100.0%
GSU (Borehamwood) Ltd. England GBP 4 100.0% 680 100.0%
Glamox Ireland Ltd. Ireland EUR 169 100.0% 1 787 100.0%
Glamox GmbH Germany EUR 683 100.0% 129 409 100.0%
Wasco GmbH Germany EUR 25 100.0% - 100.0% 2)
Wasco Verwaltungs GmbH Germany EUR 25 100.0% - 100.0% 2)
Wasco International GmbH & CO. KG Germany EUR 50 100.0% - 100.0% 2)
AS Glamox Estonia EUR 166 100.0% 6 345 100.0%
Glamox Marine and Offshore GmbH Germany EUR 5 626 35.3% 64 602 100.0%
Glamox B.V. The Netherlands EUR 18 100.0% 20 346 100.0%
Glamox Aqua Signal Corporation USA USD 100 100.0% 443 100.0%
Glamox Inc. Canada CAD 2 208 100.0% - 100.0%
Glamox Pte Ltd. Singapore SGD 6 100 100.0% 23 666 100.0%
Glamox (Suzhou) Lighting Co. Ltd China CNY 20 388 100.0% 4 050 100.0%
Suzhou Glamox Trade Co. Ltd China CNY 500 0.0% - 100.0%
Glamox Co. Ltd. South Korea KRW 775 020 100.0% 4 483 100.0%
Luxo Corporation USA USD 0 100.0% - 100.0%
Glamox Brasil Iluminacao LTDA Brazil BRL 50 100.0% 130 100.0% 1)
Birger Hatlebakks veg 15 AS Norway NOK 100 100.0% 1 373 100.0%
O. Küttel AG Switzerland CHF 200 100.0% 122 142 100.0%
Glamox Luxonic Ltd. England GBP 246 100.0% 128 238 100.0%
LiteIP Ltd. England GBP 0 100.0% - 100.0% 2)
ES-System sp. z o.o. Poland PLN 14 145 100.0% 365 130 100.0%
ES-SYSTEM Wilkasy sp. z o.o. Poland PLN 45 000 0.0% - 100.0%
ES-SYSTEM NT sp. z o.o. Poland PLN 24 050 0.0% - 100.0%
ES-SYSTEM Lighting UK Ltd. England GBP 50 0.0% - 100.0%
Luminell Group AS Norway NOK 48 100.0% 144 878 100.0% 2)
Luminell Norway AS Norway NOK 200 0.0% - 100.0% 2)
Luminell Drone Light AS Norway NOK 60 0.0% - 100.0% 2)
Luminell Sweden AB Sweden SEK 114 0.0% - 100.0% 2)
Luminell US Inc. USA USD 0 0.0% - 100.0% 2)
Total carrying amount in Glamox AS of shares in subsidiaries 1 033 510
1) Glamox Brasil Iluminacao LTDA owns 1 share of totally 50
000 shares, corresponding to non-controlling interest of 0.002%.
2)
Aqcuired companies in 2021, see note 8.2. Wasco GmbH, Wasco Verwaltungs GmbH and Wasco International GmbH & CO. KG are 100% owned
subsidiaries of Glamox GmbH. LiteIP Ltd. is a 100 % owned subsidiary of Glamox Luxonic Ltd.
All subsidiaries are included in the consolidated statement of financial position.
GLX Holding AS owns 76.17% of the shares in Glamox AS, this also equals the voting share. The head office of Glamox is in Nor
way. Share capital
of Glamox AS is NOK 66 million. Carrying amount of Glamox shares in the GLX Holding accounts is NOK 2 735.3 million.
Glamox AS has following subsidiaries as of December 31, 2021:
8.2 Business combinations
All figures in tNOK Book value Fair value_Adj Estimate FV Adjustment Fair value
Assets
Goodwill
17 346 17 346 17 346
Other intangible non-current assets
3 629 14 911 18 540 18 540
Deferred tax asset
0 -
Tangible non-current assets
884 884 884
Inventories
3 093 3 093 3 093
Trade and other receivables
11 190 11 190 -3 535 7 655
Cash and cash equivalents
8 870 8 870 3 535 12 405
Total assets 27 666 32 257 59 923 0 59 923
Liabilities
Deferred tax
2 833 2 833 2 833
Long term liabilities
3 535 3 535 3 535
Current liabilities
10 191 10 191 10 191
Total liabilities 13 726 2 833 16 559 0 16 559
Total identifiable net assets at fair value
13 940 29 424 43 364 0 43 364
Purchase consideration
Cash consideration paid 30 765
Contigent consideration liability 12 598
Total consideration for the shares 43 364
Analysis of cash flows on acquisition
Cash consideration paid 30 765
Net cash acquired with the subsidiary (included in the cash flows from investing activities) 12 405
Net cash flow on acquisition 18 361
LiteIP Ltd.
On 1 of March 2021, the subsidiary of Glamox AS, Glamox Luxonic Ltd., aquired 100% of the shares in LiteIP Ltd. The company
was
established in 2012
and is a UK based lighting company that designs, manufactures and supplies wireless lighting control systems to four differen
t segments; industrial,
commercial, public sectorand retail. LiteIP had revenues of GBP 2.6 million in 2020 and GBP 2.7 million in 2019.
The total purchase consideration was NOK 43.4 million, consisting of cash consideration paid of NOK 30.8 million and continge
nt
consideration of NOK
12.6 million. The contingent consideration relates to future financial key figures, and integration and development of techno
logy.
The acquisition cost is allocated to identifiable assets and liabilities at fair value on the acquisition date. The excess am
ount is recognised as Goodwill.
The below table illustrates the fair values of the identifiable assets and liabilities at acquisition.
The acquired goodwill is assumed to mainly relate to positive market development, possibilities for efficiency improvements
and opportunities
related to strategic growth. The acquired Other intangible non
-current assets relates to Trademark, Customer relationship and product portefolio.
If the acquisition of LiteIP had occured 1 January 2021, revenues in 2021 for the Glamox Group would have been approximately
GBP 0.9 million
(NOK 10.3 million) higher and Profit before interest and tax would have been approximately GBP 0.2 million (NOK 2.0 million)
higher.
All figures in tNOK Book value Fair value_Adj Estimate FV Adjustment Fair value
Assets
Goodwill
66 311 66 311 3 441 69 751
Other intangible non-current assets
18 112 49 704 67 815 -3 433 64 383
Tangible non-current assets
7 453 7 453 -8 7 445
Inventories
18 782 18 782 18 782
Trade and other receivables
13 435 13 435 13 435
Cash and cash equivalents
5 125 5 125 5 125
Total assets 62 907 116 014 178 921 0 178 921
Liabilities
Deferred tax
299 10 935 11 234 11 234
Long term liabilities
12 290 12 290 12 290
Current liabilities
18 672 18 672 18 672
Total liabilities 31 261 10 935 42 196 0 42 196
Total identifiable net assets at fair value
31 646 105 080 136 725 0 136 725
Purchase consideration
Cash consideration paid 133 400
Promissory note 3 325
Total consideration for the shares 136 725
Analysis of cash flows on acquisition
Cash consideration paid 133 400
Net cash acquired with the subsidiary (included in the cash flows from investing activities) 5 125
Net cash flow on acquisition 128 275
Luminell Group AS
On 29th of April 2021, Glamox AS aquired 100% of the shares in the Norwegian company Luminell Group AS. The company was estab
lished in
2010 and is a high
-quality developer and supplier of floodlights, searchlights and lighting controls in the marine and offshore lighting market.
Luminell reported total revenue of NOK 108.5 million and EBITDA of NOK 16.5 million in 2020. Luminell Group AS is the parent
company of
Luminell Norway AS, Luminell Drone Light AS, Luminell Sweden AB and Luminell US Inc.
The total purchase consideration was NOK 136.7 million, consisting of cash consideration paid of NOK 133.4 million and a Prom
issory note to
Luminell Team AS of NOK 3.3 million.
The acquisition cost is allocated to identifiable assets and liabilities at fair value on the acquisition date. The excess am
ount is recognised as
Goodwill. The below table illustrates the fair values of the identifiable assets and liabilities at acquisition.
The acquired goodwill is assumed to mainly relate to positive market development, possibilities for efficiency improvements
and opportunities
related to strategic growth. The acquired Other intangible non
-current assets relates to Trademark, Customer relationship and product portefolio.
If the acquisition of Luminell Group had occured 1 January 2021, revenues in 2021 for the Glamox Group would have been approx
imately NOK
35.8 million higher and Profit before interest and tax would have been approximately NOK 0.3 million higher.
All figures in tNOK Book value Fair value_Adj Fair value
Assets
Goodwill
53 003 53 003
Other intangible non-current assets
31 799 31 799
Tangible non-current assets
21 640 21 640
Inventories
11 028 11 028
Trade and other receivables
5 272 5 272
Cash and cash equivalents
15 733 15 733
Total assets 53 672 84 802 138 474
Liabilities
Deferred tax
9 540 9 540
Long term liabilities
220 220
Current liabilities
511 511
Total liabilities 731 9 540 10 270
Total identifiable net assets at fair value
52 942 75 262 128 203
Purchase consideration
Cash consideration paid 110 836
Contigent consideration liability 17 367
Total consideration for the shares 128 203
Analysis of cash flows on acquisition
Cash consideration paid 110 836
Net cash acquired with the subsidiary (included in the cash flows from investing activities) 15 733
Net cash flow on acquisition 95 103
Wasco GmbH
On 1 of September 2021, the subsidiary of Glamox AS, Glamox GmbH, aquired 100% of the shares in Wasco GmbH, including
Wasco
Verwaltungs GmbH and Wasco International GmbH & Co. KG
. Wasco is located in Lower Saxony, Germany and specializes in continuous line
luminaires. Wasco will provide Glamox Group with a leading lighting solution range for logistics buildings and warehouses. Wa
sco had revenues
of EUR 4.6 million (app. NOK 47.5 million) in 2020.
The total purchase consideration was NOK 128.2 million, consisting of cash consideration paid of NOK 110.8 million and contin
gen
t consideration
of NOK 17.4 million. The contingent consideration relates to future financial key figures and development of technology.
The acquired goodwill is assumed to mainly relate to positive market development, possibilities for efficiency improvements
and opportunities
related to strategic growth. The acquired Other intangible non
-current assets relates to Trademark, Customer relationship and product
portefolio.
If the acquisition of Wasco Group had occured 1 January 2021, revenues in 2021 for the Glamox Group would have been approxima
tely EUR
3.2million (NOK 32.3million) higher and Profit before interest and tax would have been approximately EUR 0.9 million (NOK 8.8
million) higher.
Glamox Group profit and loss for 2021 includes a loss of NOK 25.5million related to the contingent consideration for Wasco. I
n preparing the
prichase price allocation, best estimate is used to calculate the potensial liability of the contingent consideration. At yea
r end the estimate has
changed as a higher share of the key financial assumtion related to the contingent consideration seemes to be achieved.
9.1 Earnings per share
2021 2020
Attribution of profit for the year
Total profit for the year attributable to equity holders of the parent -207 624 -52 676
Total profit for the year attributable to equity holders of the parent for basic earnings -207 624 -52 676
Earnings per ordinary share attributable to shareholders:
Weighted average number of ordinary shares outstanding used for calculation: 1 000 1 000
Earnings per share in NOK (basic) -207.62 -52.68
9.2 Related party transactions
9.3 Covid-19
Basic EPS is calculated by dividing the profit for the year attributable to ordinary equity holders of the parent by the weig
hted average number of
ordinary shares outstanding during the year.
Diluted EPS is calculated by dividing the profit attributable to ordinary equity holders of the parent (after adjusting for i
nterest on the convertible
preference shares) by the weighted average number of ordinary shares outstanding during the year plus the weighted average nu
mbe
r of ordinary shares
that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.
As GLX
Holding AS does not have any share options or convertible preference shares as of 31 December 2021 there are no differences between basic and
diluted EPS.
The following table reflects the income and share data used in the basic and diluted EPS computations:
Related parties are Group companies, major shareholders, board and senior management in the parent company and the group subs
idiaries. Note
8.1 provides information about the Group’s structure, including details of the subsidiaries and the holding company.
The agreements on
remuneration for CEO appear in note 7.1
All transactions within the Group or with other related parties are based on the principle of arm's length.
The company has agreements with Triton Advisers Limited and Triton Investment Management Limited for counseling and success f
ee
related to the
acquisition of businesses respectively. Expenses during 2021 were NOK 3.5 million (2020: 3.6 million).
The Covid
-19 pandemic has also in 2021 affected the demand in most of the Group’s markets negatively. However, we have seen a gradual
improvement of the market conditions following the easing of implemented infection
-reducing measures by governments. Still the market
conditions are not back to pre
-Covid levels in most segments and geographies. In the PBS business area, the negative market impa
ct has been largest
in the geographies with the strictest government measures like the UK, Ireland, the Netherlands, and Poland. In the GMO busin
ess area, the cruise
and ferry segment has particularly been hit hard. However,
in second half of the year, the Group experienced a significant increase in order intake
and an all
-time high order book, due to an increase in activity levels and higher economic growth.
During 2021, the Group has taken action to offset the negative impact of reduced demand by further adjusting capacity and rel
ated cost both on a
permanent and temporary basis. Travel restrictions in 2021 have led to reduced travel, sales and marketing cost compared to a
normal year.
The Covid
-19 pandemic situation has been challenging for Glamox’s operations and employees. In this environment, the organization has performed
well and safety and health of our employees and partners has been first priority. A high delivery capability from all our pro
duction facilities has been
maintained, and the Group has managed to increase its market share in most of its target markets. However, indirect consequen
ces such as supply
chain disruptions due to shortage of and longer lead times related to components and raw materials have had an impact on the
Group’s operations
and revenues. This has been the case in particular in the second half of the year. Further, we have experienced increased log
istical, raw material and
component costs and the impacts of these have been, and will further be, mitigated by higher sales prices.
Although we see an improved market situation in most geographies, there is still a high degree of uncertainty related to the
effects of the
development of the pandemic. Supply chain shortages for key components and materials continue to be a concern in 2022. We mon
ito
r the situation
closely and will take further actions as needed. It is not expected that the pandemic will have a significant effect on the G
roup’s operations or
financial statements in the long term.
9.4 Events after the reporting period
The Ukraine war and the possible effects on the global economy, adds some uncertainty to the general market development. The
Group has
currently no business activities towards Russia and very limited business towards Ukraine. The
Group is closely monitoring the situation and have
currently seen limited impact on the demand of our products.
Proposed
dividend
After the
reporting date, the board of Glamox AS has proposed a dividend distribution amounting to NOK 110.0 million. GLX Holding AS wi ll receive
NOK 83.8 million of this distribution.
Other than this there have been no significant events
subsequent to the reporting date.
10.1 Significant accounting policies
Revenue recognition
IFRS 15 is based on the principle that revenue is recognised when control of goods or services is transfered to a customer. R
ecognition of
revenues should represent the transfer of promised goods or services to customers in an amount that reflects the consideratio
n to which the
entity expects to be entitled in exchange for those goods or services.
A five
-step process must be applied before revenue can be recognised:
-
identify contracts with customers
-
identify the separate performance obligation
-
determine the transaction price of the contract
-
allocate the transaction price to each of the separate performance obligations, and
-
recognise the revenue as each performance obligation is satisfied.
The group is a global provider of lighting solutions for a wide variety of applications, on land and offshore. Revenue is rec
ognised to the extent
that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured, regardless of
wh
en the payment is
received. Revenue is measured at the fair value of the consideration received or receivable, taking into account contractuall
y defined terms of
payment and excluding taxes or duty.
All significant revenue streams relates to production and sales of goods. Glamox`s main performance obigation is related to s
ale of goods where
the performance obligations are the delivery of an agreed volume of products within the agreed specification.
Linksrechts is the only company in
the group that produces and delivers installations that are tailored through engineering and design. For each project, manage
ment assess if the
projects consist of several distinct performance obligations and when the performance obligation(s) are satisfied. The compan
y did not have any
ongoing projects at year
-end with material effect on the timing of the revenue recognition.
Sale of goods
Revenue are recognised when control of the products has transferred, being when the products are delivered to the customer an
d there is no
unfulfilled obligation that could affect the customer
´s acceptance of the product. The products are mainly sold in relation to seperately
identifiable contracts with customers. Delivery occurs when the products have been shipped to the specific location, the risk
s o
f obsolescence and
loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales co
ntract, the
acceptance provisions have lapsed, or the group has objective evidence that all criteria for acceptance have been satisfied.
Standard delivery
terms for customers within the PBS segment is Delivered Duty Paid (DDP). DDP delivery terms inplies that delivery is complete
d when the goods
are made available to the buyer at a specified location. Standard delivery terms to customers within the GMO segment is Ex W
orks (EXW). EXW
delivery terms implies that delivery is completed when the goods are made available, suitably packaged at a specified loactio
n, often at Glamox
factory or depot.
In some cases, Glamox offer to deliver freight as a service to the customer. In such cases, freight are considered to be a fu
llfilment of the delivery
and not considered to be a distinct performance obilgation. Freight and delivery of goods are therefore considered as a commo
n performance
obligation and recognised when control of the products has transferred to the customer.
No element of financing is deemed present as the sales are made with a credit term up to 60 days, which is consistent with ma
rket practice. A
receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional be
cau
se only the passage
of time is required before the payment is due.
Revenue from the sale of goods is measured at the fair value of the consideration received or receivable, net of returns and
allowances, trade
discounts and volume rebates.
The goods are normally sold with standard warranties that the goods comply with the agreed-upon specifications.
These standard warranties are accounted for using IAS 37 Provisions, see note 4.1 for more information. Glamox does not have
any other
significant obligations for returns or refunds.
Inventories
In conjunction with implementation of a new ERP system in the group, the accounting principle for inventory was changed from
standard cost to
moving average unit cost (MAUC), except for the the Polish units that use FIFO as accounting principle for inventory.
Inventories are valued at the moving average unit cost and net realizable value. Costs incurred in bringing each product to i
ts
present location and
condition are accounted for, as follows:
•
Raw materials: purchase cost on a moving average unit cost (MAUC) basis
•
Finished goods and work in progress using MAUC : including cost of direct materials and labour and a proportion of manufacturing overheads
based on the normal operating capacity, but excluding borrowing costs
Raw material mainly consist of metal parts, LED components, plastic modules, cables, electronic parts and packaging. The basi
c calculation of
inventory is based on moving average unit cost (MAUC). The MAUC is the average value for each unit of the current inventory.
Inv
entory is valued
against the average receipt price. For each new receipt, the MAUC is updated.
Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion an
d the estimated costs
necessary to make the sale.
Current versus non
-current classification
The Group presents assets and liabilities in the statement of financial position 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,
•
Held primarily for the purpose of trading,
•
Expected to be realised within twelve months after the reporting period, or
•
Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after 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 after the reporting period, or
•
There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period
The Group classifies all other liabilities as non
-current. Deferred tax assets and liabilities are classified as non-current assets and liabilities.
Property, plant and equipment
Tangible fixed assets such as plant and equipment are stated at cost, net of accumulated depreciation and accumulated impairm
ent losses, if
any. When significant parts of plant and equipment are required to be replaced at intervals, the Group depreciates them separ
ately based on
their specific useful lives. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of
the plant and
equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognised i
n profit or loss as
incurred.
The group considers equipment used in operations to be a tangible fixed asset if it has an economic life of more than three y
ears.
Depreciation is calculated on a straight
-line basis over the estimated useful lives of the assets, reference is made to note 3.1
for further guidance
related to useful lives.
Business combinations and goodwill
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate
of the
consideration transferred, which is measured at acquisition date fair value, and the amount of any non
-controlling interests in the acquiree. For
each business combination, the Group elects whether to measure the non
-controlling interests in the acquiree at fair value or at the
proportionate share of the acquiree’s identifiable net assets. Acquisition
-related costs are expensed as incurred and included in administrative
expenses.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification a
nd designation in
accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date.
Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Cont
ingent consideration
classified as an asset or liability that is a financial instrument and within the scope of IFRS 9 Financial Instruments: Reco
gnition and
Measurement, is measured at fair value with the changes in fair value recognised in the statement of profit or loss.
Goodwill is initially measured at cost (being the excess of the aggregate of the consideration transferred and the amount rec
ognised for non-
controlling interests and any previous interest held over the net identifiable assets acquired and liabilities assumed). Afte
r initial recognition,
goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill is alloc
ate
d to each of the
CGU's that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree
are
assigned to those
units. Reference is made to note 3.2 for an overview over goodwill, allocation of goodwill per CGU and impairment testing.
Intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in
a business
combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are carried at c
ost less any accumulated
amortisation and accumulated impairment losses. Internally generated intangibles, excluding capitalised development costs, ar
e not capitalised
and the related expenditure is reflected in profit or loss in the period in which the expenditure is incurred.
The useful lives of intangible assets are assessed as either finite or indefinite.
Intangible assets are amortised over the useful economic life and assessed for impairment whenever there is an indication tha
t the intangible
asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life
are reviewed at
least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of futu
re economic
benefits embodied in the asset are considered to modify the amortisation period or method, as appropriate, and are treated as
changes in
accounting estimates. The amortisation expense related to the intangible assets is recognised in the statement of profit and
loss.
Research and development costs
Research costs are expensed as incurred. Development expenditures on an individual project, which represents new applications
/te
chnology, are
recognised as an intangible asset when the Group can demonstrate:
•
The technical feasibility of completing the intangible asset so that the asset will be available for use or sale
•
Its intention to complete and its ability and intention to use or sell the asset
•
How the asset will generate future economic benefits
•
The availability of resources to complete the asset
•
The ability to measure reliably the expenditure during development
Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any accumulated a
mortisation and
accumulated impairment losses. Amortisation of the asset begins when development is complete and the asset is available for u
se.
It is amortised
over the period of expected future benefit. During the period of development, the asset is tested for impairment annually.
Impairment of non
-financial assets
Further disclosures relating to impairment of non
-financial assets are also provided in the following notes:
•
Property, plant and equipment - Note 3.1
•
Goodwill - Note 3.2
•
Other Intangible assets - Note 3.3
At each reporting date, t
he Group assess whether there is an indication that an asset may be impaired. If any indication exists, or when annual
impairment testing for an asset is required, the Group estimates the asset’s recoverable amount. An asset’s recoverable amoun
t is the higher of
an asset’s or CGU’s fair value less costs of disposal and its value in use. The recoverable amount is determined for an indiv
idual asset, unless the
asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. When the ca
rrying amount of
an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amoun
t.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre
-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of di
sposal, recent market
transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These
calculations are
corroborated by valuation multiples, quoted share prices for publicly traded companies or other available fair value indicato
rs.
The Group bases its impairment calculation on detailed budgets and forecast calculations, which are prepared separately for e
ach of the Group’s
CGUs to which the individual assets are allocated. These budgets and forecast calculations generally cover a period of five y
ears. A long-term
growth rate is calculated and applied to project future cash flows after the fifth year.
Impairment losses of continuing operations are recognised in the statement of profit or loss in expense categories consistent
wi
th the function of
the impaired asset.
For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an indication that
previously
recognised impairment losses no longer exist or have decreased. If such indication exists, the Group estimates the asset’s or
CGU’s recoverable
amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determ
ine the asset’s
recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the
asset does not
exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no im
pairment loss
been recognised for the asset in prior years. Such reversal is recognised in the statement of profit or loss.
Goodwill is tested for impairment annually and when circumstances indicate that the carrying value may be impaired. Impairmen
t is determined
for goodwill by assessing the recoverable amount of each CGU (or group of CGUs) to which the goodwill relates. When the recov
era
ble amount of
the CGU is less than its carrying amount, an impairment loss is recognised. Impairment losses relating to goodwill cannot be
reversed in future
periods.
Intangible assets with indefinite useful lives are tested for impairment annually at the CGU level, as appropriate, and when
cir
cumstances indicate
that the carrying value may be impaired.
Provisions
General
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is
pro
bable that an outflow
of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the
amount of the
obligation. When the Group expects some or all of a provision to be reimbursed, for example, under an insurance contract, the
reimbursement is
recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is
presented in the
statement of profit or loss net of any reimbursement.
If the effect of the time value of money is material, provisions are discounted using a current pre
-tax rate that reflects, when appropriate, the
risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recogn
ised as a finance cost.
Warranty provisions
Provisions for warranty
-related costs are recognised when the product is sold to the customer. Initial recognition of the warranty provision is
based on previous years turnover and management judgment. The length of the warranty time may differ between the markets. The
initial
estimate of warranty
-related costs is revised annually. Reference is also made to note 1.3 and 4.1 for further details.
Restructuring provisions
Restructuring provisions are recognised only when the Group has a constructive obligation, which is when a detailed formal pl
an identifies the
business or part of the business concerned, the location and number of employees affected, a detailed estimate of the associa
ted costs, and an
appropriate timeline, and the employees affected have been notified of the plan’s main features. Reference is also made to no
te 4.1 for further
details.
Leases
The Group recognises a right
-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at
cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commenc
ement date, plus
any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the und
erlying asset or the
site on which it is located, less any lease incentives
received. The right-of-use asset is subsequently depreciated using the straight-line method
from the commencement date to the end of the lease term.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement da
te,
discounted using
the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate
.
The Group applies its incremental borrowing rate at the time of initial application. The group have used interest rates from
the cash pool facility
and intercompany loans for determining the incremental borrowing rate (IBR) for each subsidiary. The length of the agreement
is an additional
element that has been taken into consideration when calculating the IBR for a specific lease.
Glamox has assessed the general guidance on portfolio accounting and the practical expedient upon transition as discussed abo
ve. Glamox has
decided that we will not utilize the portfolio approach, and instead we will determine separate discount rate for each lease.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a chang
e in future lease
payments arising from a change in an index or rate, if there is a change in the Group’s estimate of the amount expected to be
payable under a
residual value guarantee.
Glamox has not applied the practical expedient in IFRS 16.15 which allows lessees to combine non
-lease and lease components in lease
arrangements and account for the total arrangement as a lease. As such, non
-lease components will be identified and accounted for separately
from the lease components in all arrangements.
Options should be taken into account if management is reasonably certain to exercise the option. For the Group`s lease arrang
ements the vast
majority of the options have exercise date many years down the line. As such, management has limited insight and they are not
reasonable
certain to exercise and no options have been taken into consideration.
Dividend distribution to shareholders
The Group recognises a liability to make distributions to equity holders of the parent when the distribution is authorised an
d the distribution is
no longer at the discretion of the Company. As per the corporate laws of Norway, a distribution is authorised when it is appr
oved by the
shareholders. A corresponding amount is recognised directly in equity.
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.
Classification of financial instruments
The Groups' financial instruments are grouped in the following categories:
-
Fair value with changes in value through profit or loss (FVTPL)
-
Amortised cost (AC)
The classification is dependent on the type of instrument and the purpose for which the investments were acquired or originat
ed.
Fair value through profit or loss is the classification of instruments that are held for trading or for which the entity`s bu
sin
ess model is to manage
the financial assets on a fair value basis i.e. to realise the asset through sales as opposed to holding the asset to collec
t contractual cash flows.
Amortised cost applied to instruments for which an entity has a business model to hold the financial asset to collect the con
tractual cash flows.
The characteristics of the contractual cash flows are that of solely payments of the principal amount and interest.
Financial assets and liabilities measured at amortised cost is the category most relevant to the Group. This category general
ly applies to trade
and other receivables,
interest-bearing loans, trade payables and other financial liabilities.
The Group has the following financial instruments:
FVTPL
: Derivative instruments – Forward contracts and interest rate swap (note: 5.1)
Financial assets (AC):
Trade receivables and other current receivables (notes: 5.1 and 5.9)
Financial liabilities (AC):
Includes most of the Group’s financial liabilities including debt to credit institutions, trade
payables and other current and non
-current financial liabilities. (notes: 5.1, 5.2 and 5.10)
Initial recognition and subsequent measurement
FVTPL
: Financial derivatives that are not designated as hedging instruments are categorized as held for trading and initially measured at their fair
value. Subsequent changes in the fair value are recognised in the profit or loss (financial income or expense).
Financial assets (AC):
These assets are measured at the amount recognised at initial recognition minus principal repayments, plus or minus the
cumulative amortisation of any difference between that initial amount and the maturity amount, and any loss allowance. Intere
st income is
calculated using the effective interest method (EIR) and is recognised in profit and loss. Amortised cost is calculated by t
aking into account any
discount or premium on acquisition and fees or costs that are an integral part of the EIR.
Financial liabilities (AC):
These liabilities are measured at the amount recognised at initial recognition minus principal repayments, plus or minus
the cumulative amortisation of any difference between that initial amount and the maturity amount. Interest income is calcula
ted using the
effective interest method (EIR) and is recognised in profit and loss. Amortised cost is calculated by taking into account any
di
scount or premium on
acquisition and fees or costs that are an integral part of the EIR.
Impairment of financial assets
Under IFRS 9, financial assets valued at amortised cost are impaired based on the "Expected credit losses (ECL)" model. Expec
ted credit losses are
calculated by (a) identifying scenarios in which a loan or receivable defaults; (b) estimating the cash shortfall that would
be incurred in each
scenario if a default were to happen; (c) multiplying that loss by the probability of the default happening; and (d) summing
the results of all such
possible default events.
The Group recognised loss allowances for ECLs on financial assets measured at amortised cost. Furthermore, the Group measures
loss allowances
at an amount equal to lifetime ECLs for all financial assets.
Credit
- impaired fianancial assets
At each reporting date, the Group assess whether financial assets carried at amortised cost are credit
-impaired. A financial asset is credit-impaired
when one or more events that have a detrimental impact on the estimated future cash flows of the financial assets have occure
d.
Evidence that a financial asses is credit
-impaired includes the following observable data:
-
significant financial difficulty of the customer; or
-
it is probable that the customer will enter bankruptcy or other financial reorganisation
-
the customer is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as realising security (if
any is held); or
-
the financial asset is more than 180 days past due.
Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets.
Write off
The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a f
inancial asset in its
entirety or a portion thereof. The Group individually makes an assessment with respect to the timing and amount of write
-off based on whether
there is a reasonable expectation of recovery. The Group expects no significant recovery from the amount written off. However
, financial assets
that are written off could still be subject to enforcement activities in order to comply with the Group’s procedures for reco
very of amounts due.
Derecognition of financial instruments
A financial asset is derecognized when the rights to receive cash flows from the asset have expired; or the Group has transfe
rred its rights to
receive cash flows from the asset and either (i) the Group has transferred substantially all the risks and rewards relating t
o the instrument, or (ii)
the Group has neither transferred nor retained substantially all the risks and rewards relating to the instrument, but has tr
ansferred control of the
asset.
A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires. When an ex
isting financial liability is
replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substant
ially modified, this is
treated as derecognition of the original liability and recognition of a new liability. The difference in the respective carry
ing
amounts is recognised in
the income statement.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the consolidated statement of financi
al position if there is a
currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to rea
lise the assets and settle
the liabilities simultaneously.
Derivative financial instruments and hedge accounting
The Group uses derivative financial
instruments, such as interest rate swap and forward currency contract to hedge its foreign currency risks.
Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is en
tered into and are
subsequently remeasured at fair value. Derivatives are carried as financial assets when the fair value is positive and as fin
ancial liabilities when
the fair value is negative. Any gains or losses arising from changes in the fair value of currency derivatives are recognised
in the statement of
profit or loss as financial
income or financial expense. The Group does not apply hedge accounting related to its interest rate swap and forward
currency contracts.
Hedge of net investment in foreign operations
The Group aims to hedge its net investments in foreign subsidiaries due to the risk of fluctuations in exchange rates. The ne
t investments consist
of equity and some group internal loans. The Group uses its overdraft facilities and long term debt in foreign currency as he
dging instrument to
hedge its exposure. Gains or losses on the hedging instrument relating to the effective portion of the hedge are recognised a
s OCI while any gains
or losses relating to the ineffective portion are recognised in the statement of profit or loss. On disposal of the foreign
operation, the cumulative
value of any such gains or losses recorded in equity is transferred to the statement of profit or loss. Reference is made to
note 5.1 and 5.5 for
more details.
At the inception of a hedge relationship, the Group formally designates and documents the hedge relationship to which it wish
es to apply hedge
accounting and the risk management objective and strategy for undertaking the hedge. The documentation includes identificatio
n of the hedging
instrument, the hedged item or transaction, the nature of the risk being hedged and how the entity will assess the effectiven
ess
of changes in the
hedging instrument’s fair value in offsetting the exposure to changes in the hedged item’s fair value or cash flows attributa
ble to the hedged risk.
Such hedges are expected to be highly effective in achieving offsetting changes in fair value or cash flows and are assessed
on an ongoing basis to
determine that they actually have been highly effective throughout the financial reporting periods for which they were design
ated.
Cash and short
-term deposits
Cash and short
-term deposits in the statement of financial position comprise cash at banks and on hand and short-term deposits with an original
maturity of three months or less, which are subject to an insignificant risk of changes in value. For the purpose of the cons
olidated statement of
cash flows, cash and cash equivalents consist of cash and short
-term deposits, as defined above, net of outstanding bank overdrafts as they are
considered an integral part of the Group’s cash management.
Fair value measurement
The Group measures financial instruments such as derivatives at fair value at each balance sheet date. Fair value is the pric
e that would be
received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measur
ement date. The fair
value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place e
ither:
•
In the principal market for the asset or liability, or
•
In the absence of a principal market, in the most advantageous market for the asset or liability
The principal or the most advantageous market must be accessible by the Group.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing t
he asset or liability,
assuming that market participants act in their economic best interest. A fair value measurement of a non
-financial asset takes into account a
market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to
another market
participant that would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to
measure fair value,
maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within t
he fair value hierarchy,
described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
•
Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities
•
Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly
observable
•
Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable
External valuers are involved for valuation of derivate financial instruments. Involvement of external valuers is decided upo
n annually. For the
purpose of fair value disclosures, the Group has determined classes of assets and liabilities based on the nature, characteri
stics and risks of the
asset or liability and the level of the fair value hierarchy, as explained above.
Fair
-value related disclosures for financial instruments and non-financial assets that are measured at fair value or where fair values are disclosed
are summarised in note
5.3 Fair value measurement.
Taxes
Current income tax
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid
to the taxation authorities. The tax
rates and tax laws used to compute the amount are those that are enacted
or substantively enacted at the reporting date in the countries where
the Group operates and generates
taxable income.
Current income tax relating to items recognised directly in equity is recognised in equity (OCI) and not in the
statement of profit and loss.
Deferred tax
Deferred tax is provided using the liability method on temporary differences between the tax bases of assets
and liabilities and their carrying
amounts for financial reporting purposes at the reporting date.
Deferred tax liabilities are recognised for all taxable temporary differences, except:
•
When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business
combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss
•
In respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint arrangements, when
the timing of the reversal of the temporary differences can be
controlled and it is probable that the temporary differences will not reverse in the
foreseeable future
Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax
credits and any unused tax losses.
Deferred tax assets are recognised to the extent that it is probable that
taxable profit will be available against which the deductible temporary
differences, and the carry forward of
unused tax credits and unused tax losses can be utilised, except:
•
When the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a
transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss
•
In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint arrangements,
deferred tax assets are recognised only to the extent that it is probable that
the temporary differences will reverse in the foreseeable future and
taxable profit will be available against which the temporary differences can be utilised
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it
is no longer probable that
sufficient taxable profit will be available to allow all or part of the deferred tax asset
to be utilised. Unrecognised deferred tax assets are re-
assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax
asset to be
recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when
the asset is realised or the liability is
settled, based on tax rates (and tax laws) that have been enacted or
substantively enacted at the reporting date.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised in correlation
to the underlying transaction either in OCI or directly in equity. Deferred tax assets and deferred tax liabilities are offse
t if a legally enforceable
right exists to set off current
tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same
taxation
authority.
Government Grants
Government grants, including the Norwegian Skattefunn tax incentive scheme, are recognized in the same year as the government
grant are
received. Grants are recognized as deductions against the cost that they are intended to compensate. Investment grants are ca
pitalized and
recognized systematically over the asset’s useful life. Investment grants are recognized either as deferred income or as a de
duction of the asset’s
carrying amount.
Pensions and other post
-employment benefits
Remeasurements, comprising of actuarial gains and losses, are recognised immediately in the statement of financial position with a corresponding
debit or credit to retained earnings through OCI in the period in which
they occur. Remeasurements are not reclassified to profit and loss in
subsequent periods.
Consolidated statements of cash flow
The consolidated statements of cash flows are prepared using the indirect method. Cash flows in foreign currencies have been translated into NOK
using the exchange rate at the cash flow date.
10.2 Changes in accounting policies
10.3 Standards issued but not yet effective
Standards and interpretations that are issued up to the date of issuance of the consolidated financial statements,
but not yet effective, are disclosed below. The Group’s intention is to adopt the relevant new and amended
standards and interpretations when they become effective, subject to EU approval before the consolidated
financial statements are issued.
No standards, interpretations or amendements published at the balance sheet date are expected to have
significant effect on the group.
The amendments listed below did not have any impact on the amounts
in current period
and are not expected to
significantly affect future periods.
Effective for annual period beginning
on or after 1 January 2021:
Interest Rate Benchmark Reform
—Phase 2 —amendments to IFRS 4, IFRS 7 Financial Instruments:
The Phase 2 amendments address issues that might affect financial reporting during the reform of an interest
rate benchmark, including the effects of changes to contractual cash flows or hedging relationships arising from
the replacement of an interest rate benchmark with an alternative benchmark rate. The Interest Rate Benchmark
Reform
- Phase 2 have not affected the Group in 2021.
GLX Holding AS
Annual financial statements
2021
GLX Holding AS
Statement of profit and loss
For the years ended 31 December
NOK 1000 Notes 2021 2020
Revenue
Other operating income
Total revenues - -
Raw materials and consumables used
Payroll and related costs
Depreciation and amortisation
Other operating expenses 1 4 454 4 071
Total operating expenses 4 454 4 071
Operating profit -4 454 -4 071
Net Financial income 8 18 576 -4 180
Profit before tax 14 122 -8 251
Taxes 9 - -
Profit for the year 14 122 -8 251
Other comprehensive income
Profit for the year 14 122 -8 251
Other comprehensive income for the period - -
Total comprehensive income for the period 14 122 -8 251
GLX Holding AS
Statement of financial position
NOK 1000 Notes 31.12.2021 31.12.2020
ASSETS
Shares in Subsidiary 11 2 735 346 2 735 345
Total non-current assets 2 735 346 2 735 345
Current assets
Other receivables 13 113 -
Cash and cash equivalents 7 73 150 64 415
Total current assets 73 263 64 415
TOTAL ASSETS 2 808 609 2 799 759
EQUITY AND LIABILITIES
Equity
Share capital 6 1 000 1 000
Share premium 6 1 599 346 1 599 346
Retained earnings 6 -141 365 -155 487
Total equity 1 458 981 1 444 859
Non-current liabilities
Interest bearing liabilities 3/4/5 1 342 840 1 339 184
Total non-current liabilities 1 342 840 1 339 184
Current liabilities
Other short term liabilities 2/5 6 789 15 717
Total current liabilities 6 789 15 717
Total liabilities 1 349 628 1 354 900
TOTAL EQUITY AND LIABILITIES 2 808 609 2 799 759
Oslo, 28 April 2022
Gustaf Erik David Backemar
Chairman of the Board
Joachim Solbakken Espen
Board member
Torfinn Kildal
Board member
GLX Holding AS
Statement of cash flows
For the years ended 31 December
Cash flows from operating activities Notes 31.12.2021 31.12.2020
Profit before tax 14 122 -8 251
Net financial items -21 810 -835
Changes in other balance sheet items 3 483 2 769
Net cash flows from operating activities -4 205 -6 317
Cash flows from investing activities
Interests received 207 355
Purchase/sales of shares in subsidiaries 11 -1 -16
Dividend received 98 253 107 438
Net cash flow from investing activities 98 459 107 777
Cash flow from financing activities
Proceeds from issuance of debt - -
Interests paid 8 -85 519 -94 774
Net cash flow from financing activities -85 519 -94 774
Net change in cash and cash equivalents 8 736 6 687
Cash and cash equivalents, beginning of period 64 415 57 728
Cash and cash equivalents, end of period 73 150 64 415
Statement of changes in equity
NOK 1000 Share capital Share premium Retained earnings Total equity
Balance as of 31 December 2019 1 000 1 599 346 -147 238 1 453 108
Profit (loss) for the year -8 251 -8 251
Other comprehensive income
Total comprehensive income -8 251 -8 251
Issue of equity -
Dividends
Balance as of 31 December 2020 1 000 1 599 346 -155 487 1 444 859
Profit (loss) for the year 14 122 14 122
Other comprehensive income
Total comprehensive income 14 122 14 122
Issue of equity -
Dividends
Balance as of 31 December 2021 1 000 1 599 346 -141 365 1 458 981
Note 1 - Other operating expenses
Other operating expenses 2021 2020
Consultancy 3 344 3 140
Legal 71 64
Audit 525 606
Travel 93 212
Other 421 49
Total other operating expenses 4 454 4 071
Auditor 2021 2020
Fee for statutory audit 448 487
Audit-related fees - 18
Tax compliance services 77 101
Other fees - -
Total 525 606
Note 2 - Other short term liabilities
Balance 31.12.2021 Balance 31.12.2020
Accrued interest cost 5 192 5 971
Other accrued cost 1 596 878
Interest rate swap* - 8 868
Total other short term liabilities
6 789 15 717
Note 3 - Interest bearing liabilities
Non-current Interest bearing loans and borrowings Interest rate Maturity
Balance 31.12.2021 Balance 31.12.2020
Callable Open Bond NIBOR + margin 2023 1 350 000 1 350 000
Bank fee related to the bond issue -7 160 -10 816
Total non-current interest bearing loans and borrowings 1 342 840 1 339 184
Note 4 - Aging of financial liabilities
31.12.2021
Callable Open Bond* 88 020 1 438 020 0 1 526 040
Totals 88 020 1 438 020 0 1 526 040
31.12.2020
Callable Open Bond* 93 420 1 510 110 0 1 603 530
Totals 93 420 1 510 110 0 1 603 530
* figures include estimated interest payable.
Less than 12 months
1 to 3 years
Over 3 years
Total
Less than 12 months
1 to 3 years
Over 3 years
Total
*The floating-to-fixed interest rate swap expired in June 2021 and GLX Holding will from this point have a floating interest rate on the bond and be exposed to changes
in NIBOR.
Bond
GLX Holding AS issued a Bond on the 8 December 2017. The initial issued amount is NOK 1 350 million and the maximum issued am
oun
t of the bond is NOK 2 000
million. The initial nominal amount on each bond is NOK 0.5 million. The bond has an interest margin of 5.25%. The interest p
eriod is 8 March, 8 June, 8
September and 8 December. The maturity date is 08.12.2023.
The Outstanding Bonds will mature in full on the Maturity Date and shall be redeemed by the
Issuer on the Maturity Date at a price equal to 100 per cent. of the Nominal Amount. The Bond has a
Call Option that may be exercised by the Issuer by written
notice to the Bond Trustee and the Bondholders at least 10 Business Days prior to the proposed Call Option Repayment Date for
the call.
An arrangement fee of NOK 7.2 millions related to the refinancing, is booked against the bond. Carrying amount of the bond is
NOK 1 350 million, while the
carrying amount adjusted for arrangement fee is 1 342.8 million. The arrangement fee is expensed over the availability period
of the facility.
Callable Open Bond
- Covenant requirement:
Financial covenants
requirement for the bond is Net interest bearing debt (NIBD)/ EBITDA (Last Twelve Monts) less than 4.0. There has been no bre aches of
financial covenants in 2021 or 2020.
Bond
- assets pledged as security
The shares in both GLX Holding AS and Glamox AS is pledged as security for the Bond.
Note 5 - Fair value measurement
Carrying amount
at
Date of
valuation
Carrying
amount
Fair value Level 1 Level 2 Level 3
Liabilities measured/disclosed at fair value
Callable Open Bond 31.12.2021 31.12.2021 1 350 000 1 333 125 x
Callable Open Bond 31.12.2020 31.12.2020 1 350 000 1 333 125 x
Derivative financial liabilities 31.12.2020 31.12.2020 8 868 8 868 x
Note 6 - Equity and shareholders
Share capital in GLX Holding AS at 31.12.2021 Number
Shares 1 000
Total 1 000
Note 7 - Cash and cash equivalents
Note 8 - Financial income and expenses
Financial income and expenses 2021 2020
Interest income 207 355
Dividend from subsidiary 98 253 107 438
Realised gain financial derivates 8 868 -
Unrealised loss financial derivates - -12 185
Interest expenses -88 396 -98 689
Other financial expenses -357 -1 099
Net Financial income 18 576 -4 180
Note 9 - Tax
2021 2020
Tax payable
Ordinary profit before tax 14 122 -8 251
Permanent differences 5 267 -100 151
Change in temporary differences not recognised -19 389 108 402
Bases for tax payable 0 0
Tax base 22 % 22 %
Tax payable this years profit 0 0
Current tax liabilities 31.12 0 0
Deferred tax liabilities (assets):
Derivatives 0 -8 868
Losses carried forward (including tax credit) -104 531 -115 068
Restricted interest deduction carried forward -195 726 -195 726
Basis for deferred tax liabilities (assets): -300 256 -319 662
Net deferred tax assets recognised in balance sheet 0 0
Nominal Value
Balance Sheet
1 000
1 000 000
1 000
1 000 000
The table below disclose information about all financial instruments that are either measured at fair value
or where information about fair value is
disclosed.
The Bond was listed at Oslo Stock Exchange in second quarter of 2018 and transferred to level 1 in the fair value hierarchy. There were no
transfers between levels in
2021.
The floating
-to-fixed interest rate swap expired in June 2021 and GLX Holding have a floating interest rate on the bond and is exposed to changes in
NIBOR.
For related accounting policies, reference is made to
note 10.1.
Fair value of financial instruments
In 2018 the Callable Open Bond was listed at Oslo Stock Exchange. Fair value of the Callable Open Bond is calculated by using
the OSE trading price at year-
end.
Holders of these shares are entitled to dividend and to one vote per share at general meetings of the Company.
There have been no changes in the
number of shares in 2021 or 2020.
GLX Holding AS is a 100% owned subsidiary of Glace Holdco AS.
There has been no distribution of dividend in 2021.
Cash and cash equivalents amounts to NOK 73.2 million as of 31.12.2021. GLX Holding AS has no restriced bank deposit.
The liquidity reserve equals the cash and cash equivalent amount. The bond may be extended by additional NOK 650 million. Thi
s is not included in the
liquidity reserve.
Note 10 - Management remuneration
Note 11 - Interest in subsidiaries
Note 12 - Events after the reporting period
13 Related party transactions
GLX Holding AS has no employees.
The Board of GLX Holding AS has proposed a remuneration of NOK 50 thousand to board member, Torfinn Kildal, for the twelve m
onth period ending in
June 2022 at the General meeting.
As of 31.12.2021 GLX Holding AS owns 76.17% of the shares in Glamox AS, which also represents the voting share.
Glamox AS is a leading lighting supplier to the world's marine and offshore markets, and a significant supplier to the profes
sional building market in
Europe. Glamox AS is the parent company of Glamox Group. Glamox AS registered adress is Birger Hatlebaks veg 15 in Molde, Nor
way. Glamox AS has
33 subsidiaries located in Europe, Asia and America. Total revenue of Glamox Group in 2021 is NOK 3 377.4 million (2020: NOK
3 489.6 million).
Operating profit in 2021 is NOK
-7.0 million (2020: NOK 218.1 million). Average number of full time employees in Glamox Group was 2 221 in 2021
(2020: 2 208).
The book value of the Glamox shares is NOK 2 735.3 million as of 31.12.2021.
The total Share capital in Glamox AS is NOK 66.0 million as of 31.12.2021.
Dividends
After the
reporting date, the board of Glamox AS has proposed a dividend distribution amounting to NOK 110.0 million. GLX Holding AS will receive
NOK 83.8 million of this distribution.
Other than this there have been no significant events
subsequent to the reporting date.
Related parties are Group companies, major shareholders, board and senior management in the parent company and the group subs
idiaries. Note
11 provides information about the Group’s subsidiary.
All transactions within the Group or with other related parties are based on the principle of arm's length.
The company has agreements with Triton Advisers Limited and Triton Investment Management Limited for counseling and success f
ee related to the
acquisition of businesses respectively.
Expenses during 2021 were NOK 3.5 million (2020: 3.6 million).
Note 14 - Significant accounting policies
GLX Holding AS is a company incorporated and domiciled in Norway. GLX Holding AS was established in 2017, with the purpose to
own shares in
Glamox AS. Kronprinsesse Märthas plass 1, 0161 OSLO . The parent company is Glace HoldCo AS. The ultimate parent of GLX Hold
ing AS is Triton Fund
IV, which is located at Jersey.
The financial statements of the company comprise of statements of profit and loss, other comprehensive income, financial posi
tion, cash flows,
changes in equity, and related notes. The financial statements have been prepared in accordance with International Financial
Reporting Standards
(IFRS) as adopted by The European Union (EU).
The financial statements have been prepared on a historical cost basis, and the financial statements
are prepared
based on the going concern assumption.
Subsidiaries in parent company
‘Subsidiaries’ refers to companies in which GLX Holding normally has a shareholding of more than 50%, and in which the compan
y has a controlling
interest.
Investments in subsidiaries are accounted for using the cost method. The investments are valued at cost less impairment losses. Investments
in subsidiaries are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may
exceed the fair value
of investment.
Current versus non
-current classification
The Company presents assets and liabilities in the statement of financial position 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,
•
Held primarily for the purpose of trading,
•
Expected to be realised within twelve months after the reporting period, or
•
Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months afterthe 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 after the reporting period, or
•
There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is
probable that an outflow of
resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the am
ount of the obligation.
Dividend distribution to shareholders
GLX Holding AS recognises a liability to make distributions to equity holders when the distribution is authorised and the di
str
ibution is no longer at the
discretion of the Company. As per the corporate laws of Norway, a distribution is authorised when it is approved by the share
hol
ders. A corresponding
amount is recognised directly in equity.
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.
Classification of financial instruments
The Company`s financial instruments are grouped in the following categories:
-
Fair value with changes in value through profit or loss (FVTPL)
-
Amortised cost (AC)
The classification is dependent on the type of instrument and the purpose for which the investments were acquired or originat
ed.
Fair value through profit or loss is the classification of instruments that are held for trading or for which the entity`s bu
siness model is to manage the
financial assets on a fair value basis i.e. to realise the asset through sales as opposed to holding the asset to collect con
tractual cash flows.
Amortised cost applied to instruments for which an entity has a business model to hold the financial asset to collect the con
tractual cash flows. The
characteristics of the contractual cash flows are that of solely payments of the principal amount and interest.
Financial assets and liabilities measured at amortised cost is the category most relevant to the company. This category gener
ally applies to interest-
bearing loans and other financial
liabilities.
The company has the following financial instruments:
Financial liabilities (AC):
Includes the company`s other non-current interest bearing liabilities (notes: 3,4 and 5) and current non- financial liabilities
(notes: 2).
Initial recognition and subsequent measurement
Financial liabilities (AC):
These liabilities are measured at the amount recognised at initial recognition minus principal repayments, plus or minus the
cumulative amortisation of any difference between that initial amount and the maturity amount. Interest income is calculated
using the effective
interest method (EIR) and is recognised in profit and loss. Amortised cost is calculated by taking into account any discount
or premium on acquisition
and fees or costs that are an integral part of the EIR.
Derecognition of financial instruments
A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires. When an ex
isting financial liability is
replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substant
ially modified, this is
treated as derecognition of the original liability and recognition of a new liability. The difference in the respective carry
ing amounts is recognised in
the income statement.
Cash and short
-term deposits
Cash and short
-term deposits in the statement of financial position comprise cash at banks and on hand and short-term deposits with an original
maturity of three months or less, which are subject to an insignificant risk of changes in value.
Fair value measurement
The Company measures financial instruments such as derivatives at fair value at each balance sheet date. Fair value is the pr
ice
that would be received
to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement dat
e. The fair value
measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
-
In the principal market for the asset or liability, or
-
In the absence of a principal market, in the most advantageous market for the asset or liability
The principal or the most advantageous market must be accessible by the Company.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing t
he asset or liability,
assuming that market participants act in their economic best interest. A fair value measurement of a non
-financial asset takes into account a market
participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to anothe
r market participant that
would use the asset in its highest and best use.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available t
o measure fair value,
maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within t
he fair value hierarchy,
described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
Level 1
— Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2
— Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable
Level 3
— Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable
External valuers are involved for valuation of derivate financial instruments. Involvement of external valuers is decided upo
n a
nnually. For the purpose
of fair value disclosures, the Company has determined classes of assets and liabilities based on the nature, characteristics
and risks of the asset or
liability and the level of the fair value hierarchy, as explained above.
Fair
-value related disclosures for financial instruments and non-financial assets that are measured at fair value or where fair values are disclosed are
summarised in note 5 Fair value measurement.
Taxes
Current income tax
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid
to the taxation authorities.
Current income tax relating to items recognised directly in equity is recognised in equity (OCI) and not in the
statement of profit or loss.
Deferred tax
Deferred tax is provided using the liability method on temporary differences between the tax bases of assets
and liabilities and their carrying amounts
for financial reporting purposes at the reporting date.
Deferred tax liabilities are recognised for all taxable temporary differences.
Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax
credits and any unused tax losses.
Deferred tax assets are recognised to the extent that it is probable that
taxable profit will be available against which the deductible temporary
differences, and the carry forward of
unused tax credits and unused tax losses can be utilised.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it
is no longer probable that sufficient
taxable profit will be available to allow all or part of the deferred tax asset
to be utilised. Unrecognised deferred tax assets are re-assessed at each
reporting date and are recognised to
the extent that it has become probable that future taxable profits will allow the deferred tax asset to be
recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when
the asset is realised or the liability is
settled, based on tax rates (and tax laws) that have been enacted or
substantively enacted at the reporting date.
Statements of cash flow
The consolidated statements of cash flows are prepared using the indirect method.
Note 15 - Changes in accounting policies
The amendments listed below did not have any impact on the amounts
in current period and are not expected to significantly affect future
periods.
Effective for annual period beginning
on or after 1 January 2021:
Interest Rate Benchmark Reform
—Phase 2 —amendments to IFRS 4, IFRS 7 Financial Instruments:
The Phase 2 amendments address issues that might affect financial reporting during the reform of an interest rate benchmark,
including the
effects of changes to contractual cash flows or hedging relationships arising from the replacement of an interest rate benchm
ark with an
alternative benchmark rate. The Interest Rate Benchmark Reform
- Phase 2 have not affected the company in 2021.
The Board of Directors reviewed and approved the Board of Directors’ Report and the consolidated and annual
To the best of our knowledge;
- the consolidated financial statements and financial statement are prepared in accordance with IFRS and IFRIC
as adopted by the EU and additional Norwegian disclosure requirements in the Norwegian Accounting act that
were effective as of 31 December 2021.
- the consolidated and annual financial statements give a true and fair view of the assets, liabilities, financial
position and profit as a whole as of 31 December 2021 for the Group and the Parent Company.
- the Board of Directors’ Report for the Group and the Parent Company includes a true and fair view of;
- the development and performance of the business and the position of the Group and the Parent
Company.
- the principal risks and uncertainties the Group and the Parent Company face.
Oslo, 28 April 2022
Gustaf Erik David Backemar
Chairman of the Board
Joachim Solbakken Espen
Board member
Torfinn Kildal
Board member
Directors` Responsibility Statement
GLX Holding AS
Kronprinsesse Märthas plass 1
Norway
ir_glx@glamox.com