GLX Holding AS
Annual report 2023
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
AS holds 76.17% of the shares in Glamox AS. GLX Holding
AS consolidates 100% of the Glamox Group in its financial
accounts from 11th December 2017.
1
- Highlights and Key figures ................................................................................... 3
- Board of directors report ....................................................................................... 4
- GLX Holding AS - Group Annual financial statements ............................... 8
- Alternative Performance Measures (APMs) ................................................49
- GLX Holding AS Annual financial statements ............................................ 52
- Independent Auditor’s Report ......................................................................... 62
- KPI Performance and Sustainability
Targets for Sustainability-Linked Bonds ....................................................... 66
Content
2
• Order intake
1
ended at NOK 4,315 million (NOK 3,860 million), an increase of 11.8%.
• Total revenue other operating income was NOK 4,266 million (NOK 3,772 million), an increase of 13.1%
• Adjusted EBITDA
1
ended at NOK 621 million (NOK 543 million), an increase of 14.4%
• Adjusted EBITA
1
ended at NOK 490 million (NOK 418 million), an increase of 17.3%
• Adjusted EBIT
1
ended at NOK 354 million (NOK 285 million), an increase of 24.1%
Financial highlights of the year
FINANCIALS 2023 2022
Order intake
1
MNOK 4,315 3,860
Total revenue and other operating income MNOK 4,266 3,772
Adjusted EBITDA
1
MNOK 621 543
Adjusted EBITA
1
MNOK 490 418
Adjusted EBIT
1
MNOK 354 285
Net profit/loss (-) MNOK -74 9
MARGINS & RATIOS
Adjusted EBITDA margin
1
% 14.6 14.6
Adjusted EBITA margin
1
% 11.5 11.2
Adjusted EBIT margin
1
% 8.3 7.7
Net interest-bearing debt
1
MNOK 2,214 2,332
Leverage ratio
1
x 3.6 4.3
Key figures
1
Please refer to APM section for further explanations and details on APM measures.
CASH FLOW
Net cash flow from operating activities MNOK 613 164
3
GLX Holding AS’ business GLX
Holding AS, “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 Group. The
company’s operations are run from
the Oslo municipality. At December
11, 2017, GLX Holding AS became
parent company of Glamox Group
with a 75.16% ownership. During
the owner period GLX Holding AS
increased its ownership in Glamox
Group to 76.17%. Glamox Group’s
registered address is in Molde,
Norway. Headquarter is located in
Oslo.
Glamox Group 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. We employ around 2,100
professionals, with sales and
production in Europe, Asia, and
North America. In 2023, our annual
revenues were NOK 4,266 million.
The Glamox Group operates two
segments - Professional Building

Marine, Offshore & Wind division

are served by our Sourcing,
Production & Logistics division

and plays a central role in the
procurement of components and
delivery of finished goods.
Professional Building Solutions
manages sales, development,
testing, and certification of top-
tier energy-efficient LED and
connected lighting for European
professional buildings, aiding
various sectors in cost and carbon
reduction. Additionally, Glamox
excels in Human Centric Lighting,
aligning with individuals’ circadian
rhythms to enhance sleep, well-
being, and performance. The level
of activity in the new construction,
restoration and modernisation
within the professional building
sectors drives developments in the
individual markets.
Marine, Offshore & Wind is
responsible for the development,
sale, and distribution of high-
caliber LED luminaires and
connected lighting solutions
tailored to the commercial marine
industry, cruise- and ferry liners,
naval and coastguard operations,
and offshore energy (including
offshore wind) sectors. 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 Group’s operations, see
Glamox Group’s annual report. The
company does not own shares in
any other companies.
Going concern

of the Norwegian Accounting Act,

confirms that the accounts have
been prepared on a going concern
basis and that this assumption
is appropriate at the date for the
accounts, and that GLX Holding AS
has sufficient equity and liquidity
to fulfil its obligations.
Statement of the financial
statements
The company reports a loss for the
year of NOK 2 million (loss of NOK
18 million). The company’s equity
capital per December 31 2023 was


The operating profit in 2023 for
the consolidated accounts was
NOK 299 million (NOK 215 million).
Operating profit was negatively
impacted by special items in the
magnitude of NOK 56 million (NOK
70 million). The special items
were mainly related to initiatives
supporting future growth and
efficiency improvement projects.
Furthermore, the special items
included an ERP implementation
project, which is about to be
finalised. The restructuring,
integration and relocation
activities were embarked upon
to further enhance the long-term
competitiveness of the Glamox
Group and will have a positive
effect entering into 2024 and
onwards.
The adjusted operating profit in
2023 was NOK 354 million (NOK
285 million), an increase of 24.1%.
The increase in adjusted operating
profit was largely a result of
increased prices, in combination
with cost savings initiated over
previous years, somewhat offset
by inflationary pressures on
cost items. Revenue growth was
supported by an increase in Light

Board of Directors Report 2023
4
40% with Glamox continuing to
benefit from the ongoing market
shift from the supply of lighting
products to lighting solutions.
Increased depreciations and
amortisations of NOK 267 million

negative impact on adjusted
operating profit. The profit for the
year in the consolidated accounts
was negative NOK 74 million (profit
NOK 9 million).
The consolidated equity capital per
December 31 2023 was NOK 1,615


Glamox Group directly expensed
NOK 54 million (NOK 47
million) related to research and
development activities and
capitalised NOK 7 million (NOK 5
million) related to development
cost in 2023.
Net change in cash and cash
equivalents in 2023 was NOK 165
million (negative NOK 49 million),
an increase of NOK 214 million.
Net cash flows from operating
activities amounts to NOK 613
million (164 million). The increase
is mainly explained by a more
normalised level of working capital
elements and increased operating
profit, partly offset by trade
payables and higher taxes paid.
Net cash flow from investing


flow from financing activities


The Board believes the company’s
equity and liquidity as of December
31 2023 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 2023 and the financial position
at year-end.
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 further
details, see note 5.5 Financial
risk management in the Annual
Accounts.
Development by segments
PBS is a leading supplier of lighting
solutions to the European non-
residential building market. PBS
develops and supplies complete
lighting solutions for educational
and healthcare institutions, office
and industrial buildings. PBS
achieved an order intake of NOK
3,150 million (NOK 2,882 million),
an increase of 11.6%. Order intake
recorded in SPL in 2022 is allocated
to PBS with NOK 56 million in 2022.
In the same period, total revenue
was NOK 3,171 million (NOK 2,808
million), an increase of 12.9%.
Adjusted EBITDA improved by
6.7% to NOK 382 million (NOK
358 million). The adjusted
EBITDA margin decreased by 0.7

The decrease was mainly related to
increased costs for raw materials
and consumables used and
personnel costs, but was somewhat
offset by pricing initiatives and
product mix effects. The most
important markets for PBS are
Northern- and Central Europe.
The market demand across
almost all main geographies in
the PBS business had a positive
development in 2023. We believe
the business has also managed
to continue to increase its market
share in most target markets.
MOW is responsible for develop-
ment, sales and distribution of
sustainable lighting solutions
to commercial marine, offshore
energy, wind energy, and navy
segments. Total order intake
improved by 12.3% to NOK 1,166
million (NOK 1,038 million). Sales
activity, driven by increased
defence spending was a major
driver in the Navy sub-segment,
whereas demand for energy-
efficient solutions in the largest
sub-segment Commercial Marine
was strong. A combination of
retrofit activities and new build
projects have been beneficial
for both Commercial Marine and
Offshore Energy, as the industries
strive to comply with emission
reduction targets.
Total revenue was NOK 1,090
million (NOK 913 million), an
increase of 19.4%. The sub-
5
segments of Commercial Marine,
Offshore Energy and Navy saw
strong development. Adjusted
EBITDA improved by 38.3% to NOK
172 million (NOK 124 million). The
adjusted EBITDA margin improved
by 2.1 percentage points to 15.7%

was mainly a result of a changed
product and segment mix, scale
benefits on cost items, and cost
savings programs initiated during
the last few years.
Proposal for allocation of profit
The Board of directors proposes
that the year`s loss of GLX Holding
AS of NOK 1.5m is allocated to
retained earnings.
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
Group corporate website. Glamox
Group including subsidiaries carries
Director & Officers Insurance
provided by AIG, covering past,
present, and future Board members
and company officers for personal
legal liability, including defense
costs.
Environmental, Social and
Governance.
ESG considerations are
gaining significance among our
stakeholders, and in 2023, the
Glamox Group intensified its
focus on ESG. We aim to be at the
forefront in our industry in this
regard, with our Sustainability
report being an integral part of our
annual report.
The Glamox Group operates an
established ESG program with
a focus on compliance and risk
management to protect the
business’s value and align with
ESG market expectations for value
creation. The Code of Conduct, our
moral compass to preserve integrity
and promote standards of accepted
business ethics, is approved by the
Board. The Board has delegated
responsibility for managing
Glamox’s sustainability efforts to the
Group CEO. The Glamox Leadership
Team is headed by the Group CEO
and is responsible for implementing
these commitments to policies
and procedures. The Head of
Sustainability within the Glamox
Leadership Team is responsible for
the ESG goals are embedded in our
strategy.
The Legal and Compliance
department drafts policies and
procedures and has oversight of the
governance model and compliance
with legal requirements. In that
relation, a compliance management
system has been implemented, that
encompasses various components
including values, corporate social
responsibility policies, code of
conduct, responsible business
partner policy, anti-corruption
policy, privacy policy, whistle-
blowing policy, crisis management
policy, sanctions and export control
procedure, and health, safety, and

system is continuously evolving and
forms a vital part of our operations.
During the reporting period, there
were no notable instances of
non-compliance with laws and
regulations.
Sustainability
Glamox is dedicated to minimizing
both its own and its customers’
environmental footprint. Our
mission is to provide sustainable
lighting solutions that improve the
performance and well-being of
people. To achieve our ambition of
becoming a sustainability leader, we
have integrated our sustainability
strategy into our Glamox Green
Light Strategic Aspirations Plan.
We are committed to assisting our
customers in reducing electricity
usage and carbon emissions
through our energy-efficient
lighting products, control systems,
and services. Over 98% of our
luminaires utilize energy-efficient
LED technology. By simply replacing
conventional luminaires with
our LED alternatives, electricity
consumption can be reduced by
up to 50%. This figure increases
to 90% when our luminaires
are integrated with our light
management systems.
In addition, we embrace circular
economy design principles in
our product development, which
extends the lifespan of our products
and enables us to recycle materials
such as plastics and aluminium.
Certifications are a priority at
Glamox and in 2023 the factory
in Molde, Norway and Wilkasy,
Poland was certified according to
ISO 45001. Molde was also certified
according to the ISO 50001.
Glamox Group set out ambitious
goals for 2023, with several
important milestones achieved
throughout the year.

energy efficient LED luminaries

from connected lighting

submitted its Science Based
Targets for validation



64 to 17 tonnes, equivalent to 73%
and reached our 2025 target well
ahead of time

emissions by 6.2%

emissions

through a double materiality
assessment

to 7 compared to 2022.
6
Responsible business partner
The Glamox Group is dedicated
to upholding responsible business
practices and adhering to the
highest ethical standards in
all business operations. These
standards are outlined in the
Glamox Code of Conduct,
supported by various policies
and guidelines including the
Responsible Business Partner Policy
and the anti-corruption policy.
The Procurement department is
responsible for the day-to-day
management of human and labour
rights in the supply chain and for
maintaining a sustainable sourcing
cycle.
We communicate our expectations
regarding respect for human rights,
decent working conditions, and
ethical business conduct to our
suppliers. Utilising digital tools,
we transparently qualify and
monitor them, thereby promoting
transparency in the industry and
raising awareness globally. For
more details on Glamox Group’s
initiatives in 2023, please refer
to the Sustainability Chapter in
Glamox’s annual report, starting
from page 35.
Health and safety
The Glamox Group is committed to
achieving zero accidents, and our
dedication to maintaining a safe
working environment is an ongoing
effort. We have established a
reporting procedure that mandates
the reporting, investigation, and
mitigation of all lost time injuries.
In 2023, a total of 7 lost time
injuries were reported, resulting
in an accident ratio (H-value) of
1.8 accidents per 1 million worked
hours, a decrease from 3.4 in 2022.
Equal opportunities and working
environment
The company has no employees.
The Board consists of three people,
all men. In 2023, the average
number of fulltime employee
equivalents (FTEs) in Glamox Group
stood at 2,086 representing a
decrease from 2,194 in 2022.
Glamox Group have conducted
a pay equality analysis for
employees in Glamox AS
(“likelønnskartlegging”) in
compliance with the requirements
of the Equality of Opportunity and
Treatment Act (“Likestillings- og
diskrimineringsloven”). For details
on the shareholder situation,
please refer to note 5.7 Equity and
shareholders in the Glamox’s Annual
Accounts.
The Glamox Group is dedicated to
fostering an inclusive work culture
that promotes equal opportunities
and fair treatment for all employees.
We recognize the unique value
of each individual and believe in
appreciating individuals based on
their skills and abilities. The Glamox
Group strictly prohibits any form of
harassment or discrimination based
on race, colour, religion, gender,
sexual orientation, national origin,
age, disability, or veteran status,
as outlined in our Code of Conduct
and supported by our Whistle-
blower Policy.
Our policy ensures that equal skills
and length of service are rewarded
regardless of gender. Women and
men in all job categories are given
equal opportunities for assignments
and career advancement. At the
end of 2023, female employees
accounted for 39.3% of the Group’s
workforce. In Glamox AS, 34.2%
of employees were female, with
women holding 29.7% of leadership
positions. Additionally, 45.5% of
part-time employees and 33.3% of
temporary hires in Glamox AS were
female.
Gender diversity is crucial,
and while the lighting industry
traditionally has been dominated
by men in sales and leadership
positions, Glamox Group wishes
to contribute to the positive
developments by targeting an
improvement in the ratio of men and
women in all parts of the company.
We therefore view our work in this
area to have a potential positive
impact on diversity and equal
opportunity.
We strongly believe that a diverse
organisation will be a successful
organisation, and we focus on all
types of diversity.
For further information about
Glamox Group’s ESG operations,
see Glamox’s annual report.
Outlook
The Glamox Group’s fundamental
growth prospects are positive
and based on a robust business
model, clear strategy, and positive
long-term market drivers in both
its operating segments. Increased
demand for energy-efficient lighting
solutions, driven by high energy
prices and stricter environmental
regulations, along with investments
in offshore energy and wind
sectors, present promising growth
opportunities, both in new-build
and retrofit projects. We continue
to believe that Glamox remains
well-positioned to capitalise on
growth opportunities through
implementation of our Green Light
Strategic Aspirations Plan.
Oslo, 30 April 2024
Mikael Aro
Chairman of the Board
Joachim Solbakken Espen
Board member
Torfinn Kildal
Board member
7
GLX Holding Group
Annual financial statements
2023
8
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 5 - Financial instruments, capital structure and equity
5.1
Financial instruments
5.2
Interest bearing liabilities
5.3
Maturity analysis 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
Section 1 - Overview
1.1
Corporate information
1.2
Basis of preparation
1.3
Significant judgements and estimates
Section 6 - Tax
6.1
Taxes
Section 7 - Remuneration and post-employment benefits
7.1
Management- and Board remuneration
7.2
Post-employment benefits
Section 2 - Operating income and expenses and inventories
2.1
Segment information
2.2
Revenues from contracts with customers
2.3
Inventories
2.4
Employee benefit expenses
2.5
Other operating expenses
Section 8 - Group companies
8.1
Group companies
Section 3 - Non-current assets
3.1
Property, plant and equipment
3.2
Goodwill
3.3
Product development and other intangible assets
Section 9 - Other disclosure requirements
9.1
Earnings per share
9.2
Related party transactions
9.3
Events after the reporting period
Section 4 - Provisions and commitments
4.1
Provisions and other liabilities
4.2
Leases
Section 10 - Accounting policies
10.1
Material accounting policies
10.2
Changes in accounting policies
10.3
Standards issued but not yet effective
9
GLX Holding AS - Group
Consolidated statement of profit and loss
For the years ended 31 December
NOK 1000 Notes 2023 2022
Revenue 2.1, 2.2 4 246 657 3 703 593
Other operating income 2.1 19 172 68 145
Total revenue and other operating income 4 265 829 3 771 738
Raw materials and consumables used and changes of finished goods 1 984 348
1 781 384
Payroll and related costs 2.4 1 331 521 1 193 874
Depreciation and amortisation 3.1, 3.3, 4.2 266 919 257 514
Impairment of non-current assets 3.2, 3.3, 4.2 3 368 9 274
Other operating expenses 2.5 381 075
314 623
Total operating expenses 3 967 231 3 556 669
Operating profit 298 598 215 069
Financial income 5.11 54 663 23 063
Financial expenses 5.11 348 680
201 232
Net financial items -294 017 -178 169
Profit/loss before tax 4 581 36 900
Income tax expense 6.1 78 725 27 540
Profit/loss for the year -74 144 9 360
Profit/loss attributable to equity holders of the parent -94 048 -17 220
Profit/loss attributable to non controlling interests
19 904
26 580
Earnings per ordinary share attributable to the equity holders of the parent 9.1 -94 048 -17 220
Consolidated statement of comprehensive income
Profit/loss for the year -74 144 9 360
Items that subsequently will not be reclassified to profit or loss:
Gain/loss from remeasurement on defined benefit plans 7.2 -15 145 27 746
Tax effect on remeasurements on defined benefit plans 6.1 2 266 -3 967
Total items that subsequently will not be reclassified to profit or loss -12 879
23 779
Items that subsequently may be reclassified to profit or loss:
Currency translation differences 141 002 38 424
Net gain/loss on hedge of foreign subsidiaries
5.5 -127 350 -33 442
Tax effect from hedge of foreign subsidiaries 6.1 28 017 7 357
Total items that subsequently may be reclassified to profit or loss 41 669
12 339
Other comprehensive income for the period 28 790 36 118
Total comprehensive income for the period -45 354 45 478
Total comprehensive income attributable to equity holders of the parent -72 121 10 289
Total comprehensive income attributable to non controlling interests
26 767 35 189
GLX Holding AS - Group
Consolidated statement of financial position
NOK 1000 Notes 31.12.2023 31.12.2022
ASSETS
Intangible non-current assets
Goodwill
3.2 1 863 223 1 846 922
Intangible assets
3.3 1 094 501 1 189 627
Total intangible non-current assets 2 957 724 3 036 549
Tangible non-current assets
Land, buildings and other property
3.1 200 575 205 971
Machinery and plant
3.1 74 462 76 960
Fixtures and fittings, tools, office equipment etc.
3.1 43 511 55 632
Right-of-use assets
4.2 182 697 190 923
Total tangible non-current assets 501 245 529 486
Deferred tax assets
6.1 79 767 74 660
Other non-current assets
10 676 18 612
Total non-current assets 3 549 412 3 659 307
Current assets
Inventories
2.3 784 176 820 202
Trade receivables
5.9 468 879 579 470
Other receivables
5.9 99 691 135 210
Cash and cash equivalents
5.8 520 900 327 535
Total current assets 1 873 646 1 862 417
TOTAL ASSETS 5 423 058 5 521 724
EQUITY AND LIABILITIES
Equity
Share capital
5.7 1 000 1 000
Share premium reserve
1 599 346 1 599 346
Paid in capital 1 600 346 1 600 346
Retained earnings and other reserves
-295 836 -223 715
Non-controlling interests
310 899 332 993
Total equity 1 615 409 1 709 624
Non-current liabilities
Pension liabilities
7.2 36 924 22 944
Bond
5.1, 5.2, 9.3 1 330 171 -
Interest bearing liabilities to financial institutions
5.1, 5.2, 9.3 1 145 537 -
Non-current lease liabilities
4.2 130 668 143 124
Deferred tax liabilities
6.1 301 450 314 050
Provisions and other liabilities
4.1 38 474 33 096
Total non-current liabilities 2 983 224 513 214
Current liabilities
Trade payables
5.10 319 221 373 338
Income tax payable
6.1 35 098 26 782
Other payables
5.10 122 503 138 538
Dividend
13 109 -
Bond
5.1, 5.2, 9.3 - 1 346 496
Current interest bearing liabilities to financial institutions
5.1, 5.2, 9.3 - 1 085 222
Current lease liabilities
4.2 64 093 59 427
Provisions and other liabilities
4.1, 5.1, 7.2 270 401 269 083
Total current liabilities 824 425 3 298 886
Total liabilities 3 807 649 3 812 100
TOTAL EQUITY AND LIABILITIES 5 423 058 5 521 724
Oslo, 30 April 2024
Mikael Aro
Chairman of the Board
Joachim Solbakken Espen
Board member
To
rfinn Kildal
Board member
Consolidated statement of cash flows
For the years ended 31 December (NOK 1000)
Cash flows from operating activities Notes 2023
2022
Operating profit 298 598 215 069
Taxes paid -69 450 -49 789
Depreciation, amortisation and impairment 3.1, 3.3, 4.2 270 287 266 788
Gain from sale of assets -4 473 -898
Changes in inventory 2.3 36 026 -156 984
Changes in trade receivable 5.9 110 590 -130 246
Changes in trade payable 5.10 -54 117 66 421
Changes in pension scheme assets/liabilities 7.2 16 143 -24 323
Changes defined benefit plan recognised directly in equity 7.2 -15 145 27 746
Changes in other assets and liabilities 24 401 -50 052
Net cash flows from operating activities 612 860 163 732
Cash flows from investing activities
Proceeds from sale of tangible fixed assets and intangible assets 7 268 6 110
Purchase of tangible fixed assets and intangible assets 3.1, 3.3 -52 872 -57 784
Cash flow from (purchase)/sales of shares in subsidiaries -4 -
Payment of contingent consideration 4.1 -6 173 -48 509
Payment (-) / proceeds (+) on other investments - 20 035
Net cash flow from investing activities -51 781 -80 148
Cash flow from financing activities
Proceeds from issuance of debt 5.2 40 000 110 000
Proceeds from issuance of bonds 5,2 1 350 000 -
Refinancing fee paid 5,2 -43 326 -
Lease principal 4.2 -66 676 -59 329
Lease interest paid 4.2 -6 456 -5 553
Dividend paid to non controlling interest -35 753 -26 218
Interests paid -295 211 -164 454
Interests received 54 732 22 896
Repayment of interest bearing debt 5.2 -43 684 -4 005
Repayment of bonds 5,2 -1 350 000 -
Other cash flow from financing activities 5.2
- -6 035
Net cash flow from financing activities -396 374 -132 698
Net change in cash and cash equivalents 164 705 -49 114
Cash and cash equivalents, beginning of period 327 535 379 604
Effect of change in exchange rate 28 660 -2 955
Cash and cash equivalents, end of period 520 900 327 535
GLX Holding AS - Group
Consolidated statement of changes in equity
NOK 1000
Share
capital
Share
premium
Retained
earnings
Currency
translation
differences
Net
investment
hedge reserve
Total retained
earnings
and
other reserves
Total
shareholders
equity
Non-
controlling
interests
Total
equity
Balance as of 31 December 2021
1 000
1 599 346
-244 120
25 975
-15 857
-234 003
1 366 343
324 021
1 690 364
Profit (loss) for the year
-17 220
-17 220
-17 220
26 580
9 360
Other comprehensive income
18 110
29 265
-19 866
27 509
27 509
8 609
36 118
Total comprehensive income
890
29 265
-19 866
10 289
10 289
35 189
45 478
Dividends
-
-26 218
-26 218
Balance as of 31 December 2022
1 000
1 599 346
-243 231
55 240
-35 723
-223 715
1 376 631
332 993
1 709 624
Profit (loss) for the year
-94 048
-94 048
-94 048
19 904
-74 144
Other comprehensive income
-9 810
107 395
-75 658
21 927
21 927
6 863
28 790
Total comprehensive income
-103 858
107 395
-75 658
-72 121
-72 121
26 767
-45 354
Dividends
-
-48 861
-48 861
Balance as of 31 December 2023
1 000
1 599 346
-347 089
162 635
-111 382
-295 836
1 304 510
310 899
1 615 409
1.1 Corporate information
GLX holding AS was established in 2017, with the purpose to own shares in Glamox AS.
On 11 of December 2017, GLX Holding AS became the parent company of Glamox AS. GLX Holding AS owns 76.17% in Glamox AS. GLX
Holding AS is a holding company and have no other activities or investments, then the ownership of Glamox AS. GLX Holding AS is a
Norwegian company and the registered address is c/o Triton Advisors (Norway) AS, Kronprinsesse Märthas plass 1, 0161 OSLO. The
ultimate parent of GLX Holding AS is Triton Fund IV, which is located at Jersey. Beneficial owner of GLX Holding AS is Triton fund IV,
located at Jersey.
The Glamox Group consists of Glamox AS and its subsidiaries. It is an industrial group that develops, manufactures and distributes
professional lighting solutions for the global market. The Glamox Group consists of the two segments ‘Professional Building Solutions
(PBS) and ‘Marine, Offshore & Wind’ (MOW).
1.2 Basis of preparation
The consolidated financial statements which include Glamox AS and all its subsidiaries, have been prepared in accordance with IFRS ®
Accounting Standards as adopted by The European Union (EU).
Material accounting policies applied in the consolidated financial statements are described in note 10.1. The policies are applied
consistently to similar transactions and to other events involving similar circumstances.
The consolidated financial statements are presented in Norwegian kroner (NOK), which is also the functional currency of the parent
company. All figures are rounded to the nearest thousand (000), except when otherwise specified.
The report is issued by the Board of Directors on 30 April 2024 and will be approved by the Annual General Meeting in May 2024.
1.3 Significant judgements and estimates
Judgements is applied in assessing how to account for some business transactions and events. This is typically related to:
Business - and product development projects which may introduce complexity to assess how to account for costs during the project. The
nature of the project will give guidance to either capitalise or charge costs directly over profit and loss. Only cost related to development of
products for a new application and/or with new technology are capitalised. Capitalisation is dependent of a confirmation of the projects
technological and economic feasibility, usually when a development project has reached a defined milestone.
Useful life of property, plant, equipment and intangible assets with effect on annual depreciations. The assessment is provided at least
annually, is determined as the period over which the asset is expected to be available for use.
The following areas of accounting involve a degree of estimation uncertainty and may result in variation in amounts. Estimation uncertainty
in these areas are partly related to the sources of uncertainty identified above and partly related to other sources of uncertainty discussed
in the individual notes.
Development projects
In determining the amounts to be capitalized, management makes estimates regarding the expected future cash generation of the project,
discount rates to be applied and the expected period of benefits. Details related to capitalized product development are provided in note
3.3.
P
roperty, plant and equipment
Useful life of property, plant and equipment are provided in note 3.1.
Warranties
Provisions for warranty-related costs are recognized 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 periods to utilize
the tax asset. Assessment of future ability to utilize tax positions is based on estimates of the level of taxable profit, the expected timing of
utilization, expected temporary differences and strategies for tax planning. Details related treatment of taxes are provided in note 6.1.
Inventory
A provision for obsolescence is included in the inventory when necessary. The criteria for assessing the needs and level of the provision are
based on objective calculations and management estimates. Turnover of the goods is the base of the objective calculation. Depending on
the turnover rate (3 months, 6 months or 12 months) the Group has set specific obsolescence rates to be used. Details of treatment of
inventory are provided in note 2.3.
2.1
Segment information
Operating segments within the Glamox Group
Glamox has the following operating segments:
- Professional Building Solutions (PBS)
- Marine Offshore & Wind (MOW)
Each of these segments represents a complete value chain with operational reporting also for internal use. For the two segment PBS
and MOW all cost of goods sold (COGS) and administration costs of the Sourcing, Production & Logistics (SPL) division, responsible for
procurement, manufacturing, warehousing and distribution within the Glamox Group, is distributed between the two operating
segments, based on the products sold. Group functions are also distributed between the two operating segments, based on allocation
keys.
The segments offer different products, operate in strategically different markets and therefore have different sales channels and
marketing strategies, including associated risks. PBS offers products to office, industry, health, education, retail, hotels and restaurants
mainly in Europe. Their main sales channels are directly to installers and wholesalers. MOW offers its products in the global market
within commercial marine, energy (offshore and onshore), navy, cruise and ferry. The customer base of MOW consists of vessel
owners, yards, electrical installers, engineering companies and oil companies.
Segment performance is evaluated based on EBITDA (operating profit /loss before income taxes, net financial items, depreciation,
amortization and impairment charges). EBITDA on segment level includes all leases as operating expenses. Effects of IFRS 16 are
presented under Other in table below. Management believes this information is the most relevant in evaluating the results of the
respective segments. Reconciliation from EBITDA to operating profit according to the statement of total comprehensive income is
shown below. The Group’s financing activities (including finance costs and finance income) and income tax expense are managed on a
Group basis and are not allocated to the operating segments.
The internal management reporting of operating segments does not include any balance sheet items. Consequently, the overview of
financial information per operating segment does not include assets and liabilities.
No single customer purchase across segments in 2023 exceeded 10 % of total revenues.
Professional Marine, Offshore
Year ended 31 December 2023 Building Solutions & Wind Other* Total Revenue 3 159 537 1 087 119 4 246 657 Other operating income 11 623 3 075 4 473 19 172 EBITDA 381 917 171 593 15 376 568 885 in % 12,1 % 15,8 % 13,4 %
Professional Marine, Offshore
Year ended 31 December 2022 Building Solutions & Wind Other* Total Revenue 2 794 613 908 980 3 703 593 Other operating income 13 073 4 250 50 822 68 145 EBITDA 357 978 124 061 -181 481 857 in % 12,7 % 13,6 % 12,8 %
*Specification of Other 2023 2022 Insurance settlement related to specific products - 43 699 Restructuring - 6 564 Other 4 473 559 Total special items in Other operating income 4 473 50 822 Restructuring cost 42 220 70 326 Claim cost related to specific product 416 5 272 Acquisition and integration cost - 4 953 ERP Integration 6 453 20 756 Other 7 532 10 427 Total special items in EBITDA 52 148 60 912 Operating expenses GLX Holding AS 4 165 4 054 Adjusted EBITDA IFRS16 71 689 64 785 Total EBITDA 15 376 -181
Reconciliation of profit 2023 2022 EBITDA 568 885 481 857 Depreciation, amortisation and impairment 270 287 266 788 Operating profit/loss 298 598 215 069
2.2
Revenues from contracts with customers
The Group is a global provider of lighting solutions for a wide variety of applications both onshore and offshore. All significant revenue streams
relate to production and sales of goods. Glamox`s main performance obligation 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.
The
Group’s revenue from contracts with customer has been disaggregated and presented in the tables below:
Revenues from sales 20232022Professional Building Solutions (PBS) 3 159 5372 794 613Marine, Offshore & Wind (MOW)1 087 119908 980Total revenues from contracts with customers4 246 6573 703 593
Geographic information PBSMOW2023Norway670 414239 643910 057Sweden470 57552 917523 492Nordic Region ex. Norway and Sweden361 08551 467412 552Germany469 38052 675522 055Europe ex. Nordic Region and Germany1 159 311287 2051 446 516Rest of the world28 773403 212431 985Total revenues from contracts with customers3 159 5371 087 1194 246 657
Geographic information PBSMOW2022Norway586 252226 891813 144Sweden396 57119 873416 443Nordic Region ex. Norway and Sweden355 01540 332395 347Germany383 93063 248447 177Europe ex. Nordic Region and Germany1 040 424254 1921 294 616Rest of the world32 421304 444336 865Total revenues from contracts with customers2 794 613908 9803 703 593
The geographic split is based on the location of the customer.
2.3 Inventories
Inventories 31.12.2023 31.12.2022 Raw materials 426 621 457 949 Work in progress 71 658 56 896 Finished goods 285 896 305 357 Total inventories 784 176 820 202
Provision for obsolete inventories 2023 2022 At January 1 68 513 105 593 Currency effect 5 689 3 565 Provision used -19 039 -44 756 Provision reversed -8 126 -18 307 Additional provision 24 285 22 417 At December 31 71 321 68 513
The provision for obsolete inventories covers all inventory classifications (Raw material, Work in progress and Finished goods). The
provision is primarily a consequence of the objective calculation based on stock turn at component level.
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 costs20232022Salaries1 054 967949 707National insurance 177 961158 693Pension costs 45 93444 574Other remuneration52 65940 900Total payroll and related costs1 331 5211 193 874
Average number of Full Time Equivalents (FTE) 2 086 2 194
See note 7.1 for management remuneration.
2.5 Other operating expenses
Other operating expenses 2023 2022 Sales and marketing expenses 28 291 22 579 Energy and housing 67 262 56 236 Machines and equipment 70 321 64 021 Service fees and software 87 539 61 253 Travel and transport 43 720 41 340 Claim, replacement and insurance expenses 29 809 18 616 Other 54 133 50 576 Total other operating expenses 381 075 314 623
Auditor 2023 2022 Fee for statutory audit 8 913 6 822 Audit-related fees 933 826 Tax compliance services 462 567 Other fees 565 717 Total 10 873 8 932
Audit fee:
The amounts above are excluding VAT.
3.1 Property, plant and equipment
Fixtures and Land/BuildingsMachineryFittingsTotalAcquisition cost 31.12.2021 298 912176 731118 877594 520Additions1 88210 29613 50025 678Disposals-1 338--5 632-6 970Reclassifications4 517-5 3871 101230Currency translation effects 7 4012 2973 44313 141Acquisition cost 31.12.2022 311 373183 936131 289626 599Additions45417 1876 62124 262Disposals-2 251-4 408-2 051-8 710Reclassifications2 9932 6475 640-0 Currency translation effects 23 2834 6796 34434 306Acquisition cost 31.12.2023 335 852204 042136 563676 456Accumulated depreciation and impairment 31.12.2021 79 81190 94150 234220 985Depreciation for the year 23 79222 73718 68465 212Impairment for the year*--6 3346 334Disposals--7 237--7 237Currency translation effects 1 8015354052 741Accumulated depreciation and impairment 31.12.2022 105 403106 97675 657288 036Depreciation for the year 24 62924 49015 49864 616Impairment for the year**3 065-3033 368Disposals----Currency translation effects 2 181-1 8871 5941 888Accumulated depreciation and impairment 31.12.2023 135 278129 57993 052357 909Carrying amount 31.12.2022 205 97176 96055 632338 563Carrying amount 31.12.2023 200 57574 46243 511318 548
Fixtures and LandBuildingsMachineryFittingsUseful lifeIndefiniteUp to 20 yrs.Up to 10 yrs. Up to 10 yrs. Depreciation plan NA 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 recognized
impairment losses no longer exist or have decreased.
**In 2023, the Group recorded an impairment of NOK 3.4 million related to Buildings and Fixtures and Fittings at the German production
unit. No other impairments were identified in 2023 for property, plant and equipment.
*In 2022, the Group recorded an impairment of NOK 6.3 million related to Fixtures and Fittings at the German production unit. No other
impairments were identified in 2022 for property, plant and equipment.
3.2 Goodwill
PBS MOW WACC increases with more than: 6%-points 8%-points Revenue growth decreases with each year more than: 9%-points 12%-points EBITDA margin decreases with each year more than: 6%-points 9%-points
Goodwill Acquisition cost 31.12.2021 1 840 265 Currency translation effects 6 656 Acquisition cost 31.12.2022 1 846 922 Currency translation effects 16 301 Acquisition cost 31.12.2023 1 863 223 Carrying amount 31.12.2022 1 846 922 Carrying amount 31.12.2023 1 863 223
Carrying amount of goodwill allocated to segments 31.12.2023 31.12.2022 Professional Building Solution (PBS) segment 1 446 646 1 431 165 Marine, Offshore & Wind (MOW) segment 416 576 415 757 Total goodwill - carrying amount 1 863 223 1 846 922
The Group tests goodwill for impairment annually or more frequently if there are indications for impairments. Recognized goodwill in the
Group as of 31 December 2023 is NOK 1,863.2 million. The goodwill is derived from acquisition of Glamox AS in 2017 and subsequent
acquisitions of Küttel in 2018, Luxonic and ES-System in 2019, LiteIP, Wasco and Luminell in 2021.
Based on continuing integration and synergies across the acquired companies goodwill are allocated to the two segments PBS and MOW
for impairment testing purposes. Recoverable amounts have been determined based on value-in-use calculations for each segment.
The Group performs its annual impairment test at reporting date. There were no impairment losses in 2023 or 2022.
Key assumptions used in value in use calculations
For the 2023 impairment testing, the cash flows in the calculations are based on budgets for 2024 and assumption used in the strategy
plan for the period 2025 to 2028 both approved by Group Management. Cash flows after year 2028 have been extrapolated using a long-
term growth rate. The calculations of terminal value are based on Gordon’s formula.
Growth rate
The historical sales growth rate in Glamox differ between the two segments, PBS and MOW. In the strategy plan the growth rates are
based on published industry research with management adjustments. The growth rate applied in the impairment test is equal to the rate
utilised in the strategy plan. The terminal growth rate is assumed 2% in both segments in 2023 and 2022.
EBITDA margin
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 EBITDA margin based on management's experience.
Discount rates
The discount rates are based on the Weighted Average Cost of Capital (WACC) formula derived from the CAPM model. The discount rate
is set individually for the two segments, post-tax 10.5 % for PBS (2022: 9 %) and post-tax 11 % for MOW (2022: 10%). Pre-tax discount
rates are 13.5% (11.5%) and 14.1% (12.8%) for PBS and MOW respectively.
Sensitivities
The impairment tests are sensitive to several factors, such as changes in WACC, revenue growth and EBITDA margins. Below are these
factors listed with margins which may result in impairment losses stand alone.
Reasonably possible change in a key assumption on which management has based its determination of the unit's (group of
units') recoverable amount would not cause the unit's (group of units') carrying amount to exceed its recoverable amount.
3.3 Product development and other intangible assets
Other Product Trademarks/ Customer intangible Development Brands relations Technology assets* Total Acquisition cost 31.12.2021 190 684 891 692 408 868 36 737 160 173 1 688 154 Additions 4 728 - - - 27 377 32 105 Disposals - - - - -2 284 -2 284 Reclassifications 156 - - - 675 831 Currency translation effects 36 2 729 1 768 979 379 5 892 Acquisition cost 31.12.2022 195 604 894 421 410 636 37 716 186 321 1 724 698 Additions 6 601 - - - 22 010 28 611 Disposals - - -5 012 -3 227 -1 866 -10 105 Reclassifications - - - - - - Currency translation effects 4 776 7 725 4 650 2 989 619 20 759 Acquisition cost 31.12.2023 206 981 902 146 410 273 37 479 207 084 1 763 963 Accumulated amortisation and impairment 31.12.2021 94 858 20 162 213 332 4 168 66 858 399 377 Amortisation for the year 28 059 8 454 62 987 9 674 23 607 132 781 Impairment for the year 2 353 - - - - 2 353 Disposals - - - - -1 673 -1 673 Reclassifications 93 - - - 459 552 Currency translation effects 70 202 846 568 -5 1 681 Accumulated amortisation and impairment 31.12.2022 125 432 28 818 277 165 14 409 89 245 535 070 Amortisation for the year 31 019 8 819 61 648 8 023 26 645 136 154 Disposals - - -5 012 -3 227 -1 866 -10 105 Currency translation effects 2 132 1 612 2 655 1 674 268 8 342 Accumulated amortisation and impairment 31.12.2023 158 583 39 249 336 456 20 879 114 293 669 461 Carrying amount 31.12.2022 70 172 865 604 133 471 23 307 97 075 1 189 627 Carrying amount 31.12.2023 48 398 862 897 73 817 16 599 92 791 1 094 501
Economic life 3-5 years 7-10 years and 5-7 years 5-7 years Up to 7 years indefinite Amortization plan Straight-line Straight-line Straight-line Straight-line Straight-line
Net Capitalized development costs as of the year ended 31 December 2023 were NOK 48 398 thousand. Internal projects that results in products with a new application or
new technology is capitalized given that the criteria in IAS 38 is fulfilled. The Group directly expensed NOK 53,578 thousand related to research and development activities in
2023 (2022: NOK 46,670 thousand).
Trademark from the acquisition of Glamox and Küttel, amounting to NOK 800, 000 thousand and NOK 19,150 thousand respectively, are well incorporated brands in their
markets with no plans of rebranding. Based on this, these two trademarks are assessed to be indefinite and therefore not amortized.
*Other intangible assets mainly consist of capitalized software.
4.1 Provisions and other liabilities
Non-current provisions and other liabilities Note31.12.202331.12.2022Warranties26 72726 584Other liabilities11 7486 512Total non-current provisions and other liabilities 38 47433 096
Provision for warranties20232022At January 126 58537 231Currency effect 1 328737Provision used -6 496-7 807Provision reversed -1 904-4 828Additional provision 7 2151 253At December 3126 72826 585
Current provisions and other liabilitiesNote31.12.202331.12.2022Restructuring/Severance payment 3 89432 589Product claims 9 5106 550Sum current provisions13 40539 139Derivatives-1 588Prepayments from customers 35 31315 768Contingent considerations 19 08115 563Accruals for employee benefits 141 642115 554Pension liabilities 7.21 0571 133Other liabilities59 90380 336Sum current other liabilities256 996229 943
Total current provisions and other liabilities270 401269 083
Warranties relates to product warranty obligations to customers. Standard warranty time is between 2-5 years.
Restructuring/severance accruals relates mainly to laid off personnel due to organizational changes (2023) and severance payments to
the former CEO (2023 and 2022), see note 7.1.
Product claims relates to concrete warranty cases. The provision is expected to cover cost involved in rectifying received and potential
claims.
The contingent considerations relate to earn-out agreements from acquisitions of Wasco GmbH, LiteIP Ltd and Luminell Group AS. The
accruals amount to NOK 19 081 thousand in total, whereas NOK 6 744 thousand, NOK 8 074 thousand and NOK 4 263 thousand are
allocated to Wasco, Lite IP and Luminell Group, respectively. The accruals are based on best estimates of fair value conditional on
certain performance measures to be achieved until 2023 for Wasco GmbH and Luminell and until 2024 for LiteIP Ltd. Remaining
unsettled earn-outs, applicable for 2023 and 2024, will maximum amount to NOK 43 435 thousand if all measures achieved. Change in
fair values is presented in net financial items at consolidated statement of profit and loss, see note 5.11.
Other liabilities contain accrued fee and general accrued expenses.
4.2 Leases
This note provides information for leases where the Group is a lessee.
Right-of-use assetsFixtures andBuildingsMachineryFittingsTotalCarrying amount 31.12.2021186 26526 0703 811216 147Additions1 92015 51130017 731Impairment-571 00-571 Remeasurement10 36775042511 543Depreciations-42 888-14 890-1 743-59 521Currency translation effects4 883679345 595Carrying amount 31.12.2022159 97628 1202 827190 923Additions5 95918 21965924 837Impairment000Remeasurement19 286947-51 20 182Depreciations-47 235-17 165-1 748-66 148Termination0-126 -1 -127 Currency translation effects10 8661 96719713 029Carrying amount 31.12.2023148 85231 9611 883182 697
Amounts recognised in profit and loss202320221)Depreciation from right-of-use assets66 14859 5212)Interest expense from lease liabilities6 4565 5533)Expenses relating to current leases and leases of low-value assets2 1942 883Total74 79867 957
1) Presented as Depreciations and amortisations
2) Presented as Interest expenses
3) Presented as Other operating expenses
Amounts recognised in cash flow202320221)Principal portion of lease payments on lease liabilities66 67659 3291)Interest portion of lease payments on lease liabilities6 4565 5532)Payments relating to current leases and leases of low-value assets2 1942 883Total payments on lease liabilities75 32567 765
1) Presented as cash flow from financing activities.
2) Presented as cash flow from operating activities.
Lease liabilities20232022Lease liabilities, non-current130 668143 124Lease liabilities, current64 09359 426
Maturity schedule lease liabilities - contractual undiscounted cash flows202320220-1 years66 40861 8301-3 years110 018137 4584 years and later32 64918 233Total undiscounted lease liabilities as of 31.12209 076217 521
Amounts does not include lease liabilities for current leases and leases of low-value assets.
5.1 Financial instruments
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 payables 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 (see below)
Contingent considerations: Earn-out agreements
Hedging
The Group applies hedge accounting related to its hedges of net investments in foreign subsidiaries. Loans and bank overdrafts in the same
currency as the underlying investments are designated as hedging instruments. As of 31 December 2023 NOK 749.0 millions of the interest
bearing liabilities have been designated as hedging instrument (2022: NOK 674.0 millions). In the Group accounts, the underlying currency
effects related to the hedging instruments are presented in other comprehensive income, to the extent that the hedging relationship is
effective. At the end of the period, the hedging relationship is effective.
For further information, see note 5.5 and 10.1.
The table below shows the various financial assets and liabilities, grouped in the different categories of financial instruments according to IFRS
9.
Fair value through profit or loss 31.12.2023 Amortised cost (FVTPL) Total Financial assets Trade receivables (note 5.9) 468 879 468 879 Other receivables (note 5.9) 99 691 99 691 Cash and cash equivalents (note 5.8) 520 900 520 900 Total financial assets 1 089 470 - 1 089 470
31.12.2023 Total Financial Liabilities Bond 1 330 171 1 330 171 Interest bearing liabilities to financial institutions (note 5.2) 1 145 537 1 145 537 Lease liabilities (non-current and current, note 4.2) 194 760 194 760 Trade payables (note 5.10) 319 221 319 221 Other payables (note 5.10) 122 503 122 503 Contingent considerations (note 4.1) 19 081 19 081 Total financial liabilities 3 112 193 19 081 3 131 274
Fair value through profit or loss 31.12.2022 Amortised cost (FVTPL) Total Financial assets Trade receivables (note 5.9) 579 470 579 470 Other receivables (note 5.9) 135 210 135 210 Cash and cash equivalents (note 5.8) 327 535 327 535 Total financial assets 1 042 215 - 1 042 215
31.12.2022 Total Financial Liabilities Derivatives (currency forward contracts) 1 588 1 588 Bond 1 346 496 1 346 496 Interest bearing liabilities to financial institutions (note 5.2) 1 085 222 1 085 222 Lease liabilities (non-current and current, note 4.2) 202 551 202 551 Trade payables (note 5.10) 373 338 373 338 Other payables (note 5.10) 138 538 138 538 Contingent considerations (note 4.1) 15 563 15 563 Total financial liabilities 3 146 145 17 151 3 163 296
5.2 Interest bearing liabilities
Non-current Interest bearing loans and borrowings Company Interest rate Maturity 31.12.2023 31.12.2022 Callable Open Bond GLX Holding AS NIBOR + margin 2027 1 350 000 - Revolving facility - utilised amount (NOK) Glamox AS NIBOR + margin 2026 410 500 - Revolving facility - utilised amount (EUR) Glamox AS EURIBOR + margin 2026 359 696 - Revolving facility - utilised amount (PLN) Glamox AS WIBOR + margin 2026 388 804 - Arrangement fees -33 292 - Total non-current interest bearing loans and borrowings 2 475 708 -
Current Interest bearing loans and borrowings Company Interest rate Maturity 31.12.2023 31.12.2022 Callable Open Bond GLX Holding AS NIBOR + margin 2023 - 1 350 000 Revolving facility - utilised amount (NOK) Glamox AS NIBOR + margin 2023 - 410 500 Revolving facility - utilised amount (EUR) Glamox AS EURIBOR + margin 2023 - 336 442 Revolving facility - utilised amount (PLN) Glamox AS WIBOR + margin 2023 - 337 155 Other non-current loans (GBP) - current part Glamox Luxonic Ltd. LIBOR + margin 2023 - 3 556 Arrangement fees - -5 934 Total current interest bearing loans and borrowings - 2 431 718
Change of current Interest bearing loans and borrowings 2023 2022 Opening balance 2 431 718 2 299 930 Issue of new bonds 1 350 000 - Repayment of bonds -1 350 000 - Increase of utilised amount (Revolving facility) 40 000 110 000 Repayment -43 684 -10 041 Arrangement fee paid -43 326 - Amortisation of arrangement fee 15 969 3 942 Effect of changes in foreign exchange rates 75 032 27 887 Closing balance 2 475 708 2 431 718
Refinancing of bonds
In February 2023, GLX Holding AS refinanced its outstanding bonds with maturity in December 2023 with a new four-year senior secured sustainability
linked bond. The initial issue amount was NOK 1,350 million with a maximum limit amounting to NOK 2,000 million, similar to the substituted bond. The
interest rate was 3 months’ NIBOR plus 6.75% per annum. The prospectus for the bonds was approved by the Financial Supervisory Authority of Norway
25 May 2023. As a result of the approved prospectus, the new bonds were listed on Oslo Stock Exchange on 31 May 2023.
An arrangement fee of NOK 19.8 million related to the refinancing, is booked against the bond. The arrangement fee is expensed over the availability
period of the facility.
Callable Open Bond - Incurrence test:
The "Incurrence Test" is met if (I) no Event of Default is continuing or would result from the relevant event and (II) the Leverage Ratio falls below a
certain threshold.
Bond
- assets pledged as security
The shares in both GLX Holding AS and Glamox AS is pledged
as security for the Bond.
Refinancing of debt
Glamox agreed in February 2023 to refinance its multi-currency revolving credit facility with a commitment amounting to NOK 1,400 million
(sustainability-linked financing framework). Both the committed amount and lenders are the same as the previous loan agreement. The duration of the
loan is 3.5 year (3 years plus 0.5-year option at the lenders discretion). The interest rate is IBOR plus margins between 3.00-3.50% dependent of
leverage ratio.
An arrangement fee of NOK 13.5 million related to the refinancing is booked against the debt. The arrangement fee is expensed over the availability
period of the facility.
Revolving facility - Covenant requirements:
Glamox' loan agreements includes the following financial covenants requirements on Glamox Group level:
- Equity ratio minimum 15% until Q3 2024, 17.5% until Q3 2025 and 20% onwards.
- Leverage ratio, net-interest bearing debt (NIBD)/EBITDA Adjusted (Last Twelve Months), less than 4.0.
There have been no breaches of covenants in 2023 or 2022. Leverage ratio end of 2023 is 1.4 (2022: 1.9) and equity ratio end of 2023 is 22% (2022:
23%). Calculation is based on Glamox Group figures in accordance with Revolving facility agreement.
Revolving facility - assets pledged as security and guarantee liabilities
31.12.2023 31.12.2022 Secured balance sheet liabilities: Interest bearing liabilities to financial institutions 2 475 708 2 428 162 Secured pension liability 11 341 10 941 Balance sheet value of assets pledged as security for secured liabilities: Land, buildings and other property 14 732 20 148 Machinery and plant 34 354 31 475 Fixtures and fittings, tools, office equipment etc. 6 636 10 277 Inventories 224 007 219 483 Trade receivable 313 614 380 603 Total 593 342 661 986
5.3 Maturity analysis of financial liabilities
Less than 12 31.12.2023 months 1 to 3 years Over 3 years Total Callable Open Bond* 155 115 310 230 1 372 836 1 838 181 Interest bearing liabilities to financial institutions (note 5.2)* 91 220 1 303 432 1 394 653 Lease liabilities (non-current and current, note 4.2)* 66 408 110 018 32 649 209 076 Trade payables (note 5.10) 319 221 319 221 Other payables (note 5.10) 122 503 122 503 Contingent considerations (note 4.1) 17 464 1 617 19 081 Total financial liabilities 771 933 1 725 298 1 405 486 3 902 716
Less than 12 31.12.2022 months 1 to 3 years Over 3 years Total Derivatives (currency forward contracts) 1 588 1 588 Callable Open Bond* 1 458 752 1 458 752 Interest bearing liabilities to financial institutions (note 5.2)* 1 150 773 1 150 773 Lease liabilities (non-current and current, note 4.2)* 61 830 87 942 67 749 217 521 Trade payables (note 5.10) 373 338 373 338 Other payables (note 5.10) 138 538 138 538 Contingent considerations (note 4.1) 14 377 1 185 15 563 Total financial liabilities 3 199 197 89 127 67 749 3 356 073
* Figures included estimated interest payable.
5.4 Fair value measurement
The table below discloses information about all financial instruments that are either measured at fair value or where information about fair value is
disclosed. There were no transfers between the levels during 2023 and 2022. For related accounting policies, reference is made to note 10.1.
Carrying amountDate ofCarryingatvaluationamountFair valueLevel 1Level 2Level 3Liabilities measured/disclosed at fair valueInterest-bearing liability 31.12.2023 31.12.20231 145 5371 145 537xInterest-bearing liability 31.12.2022 31.12.20221 085 2221 085 222xCallable Open Bond31.12.202331.12.20231 330 1711 395 563xCallable Open Bond31.12.202231.12.20221 346 4961 323 000xContingent consideration31.12.202331.12.202319 08119 081xContingent consideration31.12.202231.12.202215 56315 563xDerivative financial liabilities31.12.202231.12.20221 5881 588x
An arrangement fee of NOK 19.8 million related to the Callable Open Bond, is booked against the bond. Interest-bearing liabilities also includes
arrangement fees of NOK 13.5 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.
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 in 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 investment grade credit ratings.
Forward contracts are valued using valuation techniques, which employ the use of market observable inputs. The most frequently applied valuation
techniques include forward pricing models using present value calculations (hierarchy level 2). The models incorporate various inputs including the credit
quality of counterparties, foreign exchange spot and forward rates, yield curves of the respective currencies and currency basis 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. The changes in counterparty credit risk had no material effect on the measurement of financial instruments recognized 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 is assessed to be in all material aspects similar to carrying amount.
Fair value of the Callable Open Bond is calculated by using the Oslo Stock Exchange trading price at year-end and excludes carrying amount of
arrangement fees.
5.5 Financial risk management
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 financial 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 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.
The main part of the deposit is organised in a Multi Currency Cash pool. The interest-bearing liability relates to a Revolving Credit Facility (RCF). As of 31
December 2023 NOK 410.5 million, EUR 32.0 million and PLN 150.1 million of the RCF is utilised.
The interest of the utilised amount of the RCF is payable at a rate of NIBOR/EURIBOR/WIBOR plus a margin, dependent on the Glamox Group NIBD/EBITDA
ratio.
The following table demonstrates the sensitivity to a possible change in interest rates, with all other variables held constant, on the Group's profit before tax:
Interest rate sensitivity Increase / decrease in basis points Effect on profit before tax 31.12.2023 +/- 100 - 20.0 mNOK / +20.0 mNOK 31.12.2022 +/- 100 - 21.7 mNOK / +21.7 mNOK
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).
As of 31 December 2023, the Group holds no forward currency contracts.
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:
Net debt and bank overdraft/deposits in Equity in foreign subsidiaries foreign currency Currency (in currency million) 31.12.2023 31.12.2022 31.12.2023 31.12.2022 EUR/DKK 26,7 26,6 28,2 27.3 SEK 79,1 38,1 80,8 35.2 GBP 15,8 16.9 15,1 16.7 CHF 13,4 13.7 13,0 12.8 PLN 195,9 209.0 182,3 202.2 SGD 3,9 3.4 3,8 3.4 CAD 5,6 6.3 5,4 6.2 USD 5,7 5.9 5,1 5.9
Hedging instrument consist of drawdown of Revolving Credit Facility (RCF) of EUR 32.0 million and PLN 150.1 million as well as bank accounts for Glamox AS in
the multi-currency facility. Net gain/loss on hedging instruments in 2023 amounts to NOK -132.9 million (2022: NOK -41.8 million), of which the effective
portion of the hedge of NOK -127.4 million (2022: NOK -34.4 million) are presented in other comprehensive income.
Without the hedge of the net investment in foreign subsidiaries, a 10% weakening/strengthening in the value of NOK would have increased/decreased equity
by NOK 138.6 million as of 31 December 2023, where equity in EUR represents NOK 29.1 million of this increase/decrease. Such changes in value would have
limited impact on consolidated statement of Profit and Loss, as they are mainly booked as translation differences against equity.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. Volatile commodity prices and exchange rates as well as
fluctuating business volumes and inventory levels in Glamox's operations can have a substantial effect on the Group's cash positions and borrowing
requirements. The Group strives to decrease liquidity risk by focusing on profitable growth, lean levels of working capital and a satisfactory long-term leverage.
To fund cash deficits of a more permanent nature the Group has loans both in the bond market and by bank loans and -overdrafts. Hence, liquidity risk is
affected by interest levels, payments of installments and the Group's ability to refinance existing loans.
See note 5.3 for an overview of the maturity profile on the Group' financial liabilities and an overview about available credit lines, and note 5.8 for 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 Group's policy that all customers who wish to trade on credit terms are subject to credit
verification procedures, which include an assessment of their credit rating, short-term liquidity and financial position. The Group 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 Group's exposure to bad debts is not significant.
Outstanding customer receivables are regularly monitored and any shipments to major customers are generally covered by letters 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 Group,
which comprise cash and derivative financial assets, the Group's exposure to credit risk arises from default of the 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
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's capital management is to ensure that it maintains healthy capital ratios in
order to support its business and maximise shareholder value.
The Group manages its capital structure and makes adjusts in light of changes in economic conditions and the requirements of the financial
covenants. Reference is made to note 5.2 for disclosed information regarding interest bearing liabilities and financial covenants.
31.12.202331.12.2022Callable Open Bond 1 350 0001 350 000Interest bearing liabilities to financial institutions (non-current and current) 1 159 0001 087 652Lease liabilities (non-current and current) 194 760202 551Less: cash and bank deposit excl. restricted cash-489 509-308 289Net-interest bearing debt/(deposit) 2 214 2512 331 914
Net-interest bearing debt excludes arrangement fees of NOK 33.3 million in 2023 (2022: NOK 5.9 million).
Total Assets5 423 0585 521 724Total Equity1 615 4091 709 624Equity ratio30 %31 %
5.7 Equity and shareholders
There have been no changes in the number of shares in 2016 or 2015.
Share capital in GLX Holding AS at 31.12.2023 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.
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 2023 or 2022. GLX Holding AS is a 100% owned subsidiary of Glace Holdco AS.
There has been no distribution of dividend during 2023 or 2022.
Reconciliation of equity is shown in the statement of changes in equity.
5.8 Cash and cash equivalents
Cash and cash equivalents 31.12.2023 31.12.2022 Bank deposits, unrestricted 489 509 308 289 Bank deposit, restricted, employee taxes in Glamox AS 31 391 19 247 Total cash and cash equivalents 520 900 327 535
Liquidity reserve 727 209 615 367
The liquidity reserve is the total overdraft and revolving facilities of all Group companies, minus all utilised overdraft and revolving facilities,
and added all cash on hand and deposits. The liquidity reserve for the 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.
5.9 Trade and other receivables
Trade and other receivables31.12.202331.12.2022Trade receivablesTrade receivables468 879579 470Total trade receivables468 879579 470
Provision for impairment of trade receivables20232022At January 123 52721 197Currency effect1 842817This year's loss-10 671-1 516Payments received against previous losses-616 Provision this year5 0193 029At December 3119 10123 527
As at 31 December the ageing analysis of trade receivables is, as follows:
Past dueAgeing analysis of trade receivablesTotalNot past due< 30 days31-60 days61-90 days> 90 days2023468 879344 60187 47114 0966 08616 6252022579 470471 39257 70325 0259 71615 633
Other receivables31.12.202331.12.2022Prepaid other expenses42 19541 097Prepaid VAT23 95154 673Prepaid tax19 27913 192Other14 26626 248Total other receivables99 691135 210
For details regarding the Group's procedures on managing credit risk, reference is made to note 5.5.
5.10 Trade and other payables
For trade and other payables ageing analysis, refererence is made to note 5.3.
Trade and other payables 31.12.2023 31.12.2022 Trade payables Trade payables 319 221 373 338 Total trade payables 319 221 373 338 Other payables Public duties payables 122 503 138 538 Total other payables 122 503 138 538
For trade and other payables ageing analysis, reference is made to note 5.3.
5.11 Financial income and expenses
Financial income and expenses 2023 2022 Financial income Interest income 54 119 22 896 Other financial income 543 167 Total financial income 54 663 23 063
Financial expenses Net currency loss 3 753 11 236 Interest expenses* 322 281 178 402 Contingent consideration 8 632 8 545 Other financial expenses 14 014 3 049 Financial expenses 348 680 201 232
* 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 hedging instruments
(see note 5.1). Currency effects from hedging instruments are presented in other comprehensive income, to the extent that the hedging is
effective.
Contingent considerations consist of NOK 8.6 million (NOK 8.6 million) related to the acquisition of Wasco, LiteIP and Luminell.
6.1 Taxes
2023 2022 Income tax expense: Tax payable 102 703 66 373 Change deferred tax/deferred tax assets -22 566 -39 551 Tax related to previous years -1 413 718 Total income tax expense 78 725 27 540
Income tax and deferred tax related to items recognised in OCI during the year: Tax effect of net gain/loss on hedge of foreign subsidiaries -28 017 -7 357 Tax effect on remeasurements on defined benefit plans -2 266 3 967 Income tax and deferred tax charged to OCI -30 283 -3 391
Total income tax expenses for the year on Group level: Norwegian companies 8 537 7 360 Foreign companies 70 188 20 180 Total income tax expenses for the year 78 725 27 540
31.12.2023 31.12.2022 Current tax liabilities consist of: Income tax payable for the year as above 102 703 66 373 - adjusted for tax effect of net gain/loss on hedge of foreign subsidiaries -28 017 -7 357 - of which paid in fiscal year -56 787 -44 432 - payment of withholding tax -2 079 -994 Current tax liabilities 31.12 15 820 13 589 - Of which classified as other receivables (prepaid tax - note 5.9) -19 279 -13 192 - Of which classified as income tax payable 35 099 26 782
Deferred tax liabilities (assets): 31.12.2023 31.12.2022 Property, plant and equipment 7 197 14 128 Intangible assets 989 211 1 062 805 Other current assets -36 302 -33 674 Liabilities -39 759 -34 754 Net pension reserves/commitments -34 393 -17 390 Losses carried forward (including tax credit) -631 129 -495 891 1Untaxed profit359 677 325 281 Restricted interest deduction carried forward -522 674 -309 077 Basis for deferred tax liabilities (assets): 91 828 511 428
1
Untaxed profit relates to profit in the Estonian subsidiary, that is taxed when future dividend is distributed. In Group accounts, taxes are booked as
deferred tax liability based on profit generated in the Estonian subsidiary.
Calculated deferred tax assets 281 422 224 042 - Deferred tax assets not recognised -201 655 -149 381 Net deferred tax assets recognised in balance sheet 79 767 74 660 Deferred tax liabilities recognised in balance sheet 301 450 314 050
Change deferred tax/deferred tax assets in balance sheet -17 707 -32 975 Deferred tax charged to OCI 2 266 -3 967 Currency effects -7 125 -2 610 Change deferred tax/deferred tax assets in current income tax expense -22 566 -39 551
The Group's operations are subject to income tax in various foreign jurisdictions. The statutory income tax rates vary from 14% to 31%,
which results in a difference between the statutory income tax rate in Norway and the average tax rate applicable to the Group. A
reconciliation of the differences between the theoretical tax expense under the rate applicable in Norway and the actual tax expense is
Reconciliation of income tax expense 2023 2022 Profit/loss before taxes 4 581 36 900 Tax expense (Norway tax rate) 1 008 8 118 Permanent differences 13 331 8 659 Effect of deferred tax asset not recognised 67 609 17 138 Tax related to previous years -1 413 718 Effects of foreign tax rates -3 925 -7 295 Other taxes 2 114 202 Recognised income tax expense 78 725 27 540
Effective tax rate 1719 % 75 %
7.1 Management remuneration
Group management Shares Astrid Simonsen Joos 400 284 Hawkvalley Invest AS (Geir Haukedal) 275 386 Knut S Rusten 225 156 Meelis Peterson 175 487 Berga Invest AS (Viktor Söderberg) 165 231 Litore AS (Tommy Stranden) 89 051 Helmy Holding AS (Natalie Wintermark) 68 953 Nina A Hol 58 467
Board members
Aromi Invest Oy (Mikael Aro)* 435 254 Torfinn Kildal 37 493
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 at the General meeting in 2024.
Performance- related Other 2023 Salary bonus paid Pension remuneration Astrid Simonsen Joos - CEO* 6 647 1 578 665 388 Other members of Group Management 15 768 3 576 1 627 513
*currency conversion from DKK to NOK at average rate 1.52
Group CEO Astrid Simonsen Joos joined Glamox 1 August 2022. Her remuneration conditions include payment to a pension scheme amounting to
10% of the base salary and a performance bonus with maximum payment amounting to 75% of the base salary. The notice period is 6 months if she
decides to resign and 12 months if Glamox terminates the employment contract. She is entitled to 12 months base salary as severance payment in
the event of termination of her employment by the company. Her remuneration is paid in Danish kroner (DKK).
Other members of Group Management consist of Geir Haukedal, Nina Hol (from March), Meelis Peterson, Knut Rusten, Tommy Stranden (from
November), Viktor Söderberg, Natalie Wintermark (from April), Monica Bårdseth (until May) and Håkon Helmersen (until October).
Performance- related Other 2022 Salary** bonus paid Pension remuneration Astrid Simonsen Joos - CEO* from 1 August 2022 2 406 - 241 146 Rune Marthinussen - former CEO until 31 July 2022 2 168 542 379 93 Other members of Group Management 12 924 1 016 1 217 431
*currency conversion from DKK to NOK at average rate 1.38
**salary for the period employed as CEO
Other members of Group Management consist of Geir Haukedal (from March), Meelis Peterson, Knut Rusten, Viktor Söderberg, Monica Bårdseth
and Håkon Helmersen.
Board of Remuneration to Board members Directors' fees Remuneration to Board members 2023 2 338 Remuneration to Board members 2022 2 525
The Board members are not subject to agreements for severance pay, bonuses or profit-sharing. No loans or pledges have been provided to the Board
members or senior management of the Group.
Shareholdings
Management and board members of Glamox AS owns shares in GLX MipCo AS which indirectly owns Glamox AS through Glace HoldCo AS and GLX
Holding AS. GLX Mipco AS has issued 4 million shares in total and owns 10% of the A-shares in Glace Holdco AS. Glace Holdco AS owns 76.17% of
Glamox AS indirectly through GLX Holding AS.
*Aromi Invest Oy owns additional 35 436 B-shares and 771 124 D-shares in Glace HoldCo AS.
7.2 Post-employment benefits
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 a pension
expense as they occur. Total costs related to the Groups contribution plans were NOK 39.9 million in 2023 (2022: NOK 38.0 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, Glamox AS
and ES-System accounts for approximately 90% of the net liability in the Group. The remaining 10 % of the net liability consist of several minor defined benefit
On Group level, total net pension liabilities were NOK 38.0 million (net of the pension liability of NOK 129.1 million and pension plan assets of NOK 91.1 million)
as at 31 December 2023. As of 31 December 2022 total net pension liabilities were NOK 21.9 million (net of the pension liability of NOK 109.2 million and
pension plan assets of NOK 87.2 million). Actuarial gains/losses recognised in the net pension liabilities amounted to NOK 15.1 million in 2023 (2022: NOK -27.7
million).
Risks related to defined benefit plans
The defined benefit plans expose the company to various demographic and economic risks, such as longevity, investment, currency and interest rate risks and
in some cases, inflation risk.
Components of defined benefit cost in profit and loss 2023 2022 Net Service Cost 4 981 6 112 Interest cost including tax 2 941 999 Interest income -2 023 -343 Administration expenses 159 132 Defined benefit cost recognised in profit and loss 6 059 6 900
Changes in pension plan assets during the year Pension plan assets (fair value) 1.1 87 261 99 821 Contributions and benefits paid during the year -10 510 -10 207 Interest income 2 023 436 Administration expenses -159 -132 Return on assets excl. interest income 1 898 -11 512 Currency translation 10 565 8 856 Pension plan assets (fair value) 31.12 91 077 87 261
Changes in the present value of pension obligations during the year
Pension obligations 1.1 109 175 145 313 Net service cost 4 981 6 112 Contributions and benefits paid during the year -16 693 -15 533 Interest cost including tax 2 941 1 092 Actuarial gains and losses 17 043 -39 258 Currency translation 11 610 11 450 Pension obligations 31.12 129 058 109 175
Net pension obligations 31.12 37 981 21 914
Reconciliation of net defined benefit liability/(asset)
Net defined liability/(asset) , 1.1 21 914 45 492 Defined benefit cost recognised in P&L 6 059 6 900 Defined benefit cost recognised in OCI 15 145 -27 746 Contributions and benefits paid during the year -6 183 -5 326 Currency translation 1 045 2 595 Net defined liability/(asset), 31.12 37 981 21 914
Financial conditions: 2023 2022 Mortality table BVG 2020GT BVG 2020GT Discount rate 1,50 % 2,30 % Expected return on plan assets 1,25 % 1,00 % Salary increase 1,10 % 2,00 % Pension increase 0,00 % 0,00 %
Financial conditions: 2023 2022 Mortality table PTTZ 2022 wg GUS PTTZ 2021 wg GUS Discount rate 5,1 % 6,7 % Expected return on plan assets n/a n/a Salary increase 5.0 - 12.0% 4.0 - 12.0% Pension increase n/a n/a
Financial conditions: 2023 2022 Mortality table K2013 K2013 Discount rate 3,10 % 3,00 % Expected return on plan assets 3,10 % 3,00 % Salary increase 3,50 % 3,50 % Pension increase 3,25 % 3,25 %
O. Küttel AG
The net pension liabilities consist of a defined benefit plan for 55 employees. The pension plan is organized as "contribution-based" schemes as per Art. 15 of
the Swiss Federal Law on Vesting in Pension Plans. Under these plan arrangements, retirement benefits of active participants accrue over a notional account as
the sum of retirement credits (retirement credit rate multiplied with pensionable salary) and interests. The average age of the participants in the pension plan
was 42.24 as of 31 December 2023.
Change (NOK Sensitivity analysis of pension obligations 1000) Change % DBO end of period discount rate + 0.25% -2 866 -3 % DBO end of period discount rate - 0.25% 3 060 3 % DBO end of period salary increase + 0.25% 883 1 % DBO end of period salary increase - 0.25% -913 -1 % Pension obligation per 31 December 2023 is NOK 89.3million. Currency rate (CHF/NOK) as of 31 December 2023 have been used in the sensitivity analysis.
Expected future contributions NOK 1000 Expected employer contributions next year 2 958 Expected employee contributions next year 2 958 Expected benefits payments next year -4 301
Currency rate (CHF/NOK) as of 31 December 2023 have been used to calculate expected future contributions and benefit payments.
ES-System
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 17 % of the pension liability, while 83 % relates to retirement benefits. On the basis of IAS 19 the profitability of 10-year treasury bonds
amounting to 5.1% was used to determine the discount rate. The long-term annual salary growth rate was assumed to be from 5% to 12% depending on site
location in nominal terms. When determining the pension liability, the probability of obtaining additional benefit entitlements was taken into account. The
probability of achieving rights to severance pay and death severance pay is understood as the probability of invalidity and death 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.
Change (NOK Sensitivity analysis of pension obligations 1000) Change % DBO end of period discount rate + 0.25% -390 -3 % DBO end of period discount rate - 0.25% 416 3 % DBO end of period salary increase + 0.25% 844 7 % DBO end of period salary increase - 0.25% -758 -6 % Pension obligation per 31 December 2023 is NOK 11.9 million. Currency rate (PLN/NOK) as of 31 December 2023 have been used in the sensitivity analysis.
Glamox AS
Glamox AS has defined benefit plans for two former employees and for some employees who have not been transferred from a previously defined benefit plan
when this was closed and replaced by a defined contribution plan.
8.1 Group companies
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 Norway. Share
capital of Glamox AS is NOK 66 million. Carrying amount of Glamox shares in the GLX Holding AS accounts is NOK 2,735.3 million.
Glamox AS is the parent company in Glamox Group consisting of 29 companies. All are directly and indirectly 100 % owned.
Glamox AS has the following subsidiaries as of 31 December 2023:
Glamox Group's voting Name of company Office CUR Share Capital ownership share Glamox A/S Denmark DKK 4 900 100.0% Glamox AB Sweden SEK 600 100.0% Glamox Oy Finland EUR 100 100.0% GSU (Borehamwood) Ltd. England GBP 4 100.0% Glamox Ireland Ltd. Ireland EUR 169 100.0% Glamox GmbH Germany EUR 683 100.0% Wasco GmbH Germany EUR 26 100.0% AS Glamox Estonia EUR 166 100.0% Glamox Marine and Offshore GmbH Germany EUR 5 626 100.0% Glamox B.V. The Netherlands EUR 18 100.0% Glamox Aqua Signal Corporation USA USD 100 100.0% Glamox Inc. Canada CAD 2 208 100.0% Glamox Pte Ltd. Singapore SGD 6 100 100.0% Glamox (Suzhou) Lighting Co. Ltd China CNY 20 388 100.0% Suzhou Glamox Trade Co. Ltd China CNY 500 100.0% Glamox Co. Ltd. South Korea KRW 775 020 100.0% 1) Glamox Brasil Iluminacao LTDA Brazil BRL 50 100.0% Birger Hatlebakks veg 15 AS Norway NOK 100 100.0% O. Küttel AG Switzerland CHF 200 100.0% 2) Luxonic Group Ltd. England GBP 47 100.0% 2) Glamox Luxonic Ltd. England GBP 59 100.0%LiteIP Ltd. England GBP 0 100.0% ES-System sp. z o.o. Poland PLN 65 000 100.0% ES-SYSTEM Wilkasy sp. z o.o. Poland PLN 45 000 100.0% ES-SYSTEM NT sp. z o.o. Poland PLN 24 050 100.0% 3) Luminell Group AS Norway NOK 48 100.0% Luminell Norway AS Norway NOK 200 100.0% Luminell Sweden AB Sweden SEK 114 100.0%
1)
Glamox Brasil Iluminacao LTDA owns 1 share of totally 50 000 shares, corresponding to non-controlling interest of 0.002%.
2)
In 2023, NOK 157.7 million was converted from debt to equity in Glamox Luxonic Ltd. (capital increase by debt conversion).
As part of the capital increase, Luxonic Group Ltd. (holding company of Glamox Luxonic Ltd) was liquidated (formally dissolved in
January 2024). Furthermore, the carrying amount in Glamox AS has been written down by NOK 17.1 million.
3
) In 2023, the carrying amount in Glamox AS has been written down by NOK 27.8 million. Luminell Drone Light AS merged
with Luminell Group AS (transferee company) in 2023.
Two dormant companies, ES-SYSTEM Lighting UK Ltd. (UK) and Luminell US Inc. (US) liquidated in 2023.
All subsidiaries are included in the consolidated statement of financial position.
9.1 Earnings per share
Basic earnings per share (EPS) is calculated by dividing the profit for the year attributable to ordinary equity holders of the parent by the weighted
average number of ordinary shares outstanding during the year.
GLX Holding AS does not have any dilutive effects at the earnings per share calculations.
2023 2022 Attribution of profit for the year Total profit for the year attributable to equity holders of the parent -94 048 -17 221 Total profit/loss for the year attributable to equity holders of the parent for basic earnings -94 048 -17 221
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 (basic and diluted) -94,0 -17,2
9.2 Rel
ated party transactions
Related parties are Group companies, major shareholders, Board and senior management in the parent company and the Group subsidiaries. The
agreements on remuneration for the CEO and Group management 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 fee related to
the acquisition of businesses respectively. Expenses during 2023 were NOK 3.3 million (2022: 3.3 million).
9.3 E
vents after the reporting period
Proposed dividend
After the reporting date, the Board of Glamox AS has proposed a dividend distribution amounting to NOK 165.0 million, corresponding to NOK 2.50
per share. The dividend shall be distributed in three tranches, of which NOK 55.0 million shall be distributed on or before 21 May 2024, NOK 55.0
million shall be distributed on or before 20 August 2024 and NOK 55.0 million shall be distributed on or before 21 October 2024. GLX Holding AS
will receive NOK 125.7 million of this distribution.
Dividend payment
On 19 December 2023, the Board of Directors of Glamox AS approved an additional dividend distribution of NOK 55 million, corresponding to NOK
0.83 per share. A dividend of NOK 55 million was distributed on 2 February 2024, of which GLX Holding AS received NOK 41.9 million.
10.1 Material accounting policies
The Group has consistently applied the following accounting policies to all periods presented in these consolidated financial statements, except if
mentioned otherwise.
In addition, the Group adopted Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2) from 1 January 2023. The
amendments require the disclosure of material, rather than significant, accounting policies. Although the amendments did not result in any changes to
the accounting policies themselves, they impacted the accounting policy information disclosed in certain circumstances.
Revenue from contracts with customers
IFRS 15 is based on the principle that revenue is recognised when control of goods or services is transferred to a customer. Recognition of revenues
should represent the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be
entitled in exchange for those goods or services.
All significant revenue streams relate to the production and sales of goods. Glamox`s main performance obligation is related to sale of goods where the
performance obligations are the delivery of an agreed volume of products within the agreed specification.
Sale of goods
Revenue is recognised when control of the products has transferred, being when the products are delivered to the customer and there is no unfulfilled
obligation that could affect the customer´s acceptance of the product. The products are mainly sold in relation to separately identifiable contracts with
customers. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the
customer, and either the customer has accepted the products in accordance with the sales contract, 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 implies that delivery is completed when the goods are made available to the buyer at a specified location.
Standard delivery terms to customers within the MOW segment is Ex Works (EXW). EXW delivery terms implies that delivery is completed when the
goods are made available, suitably packaged at a specified location, often at a Glamox factory or depot.
In some cases, Glamox offer to deliver freight as a service to the customer. In such cases, freight is considered to be a fulfilment of the delivery and not
considered to be a distinct performance obligation. Freight and delivery of goods are therefore considered as a common 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 market practice. A receivable
is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is
required before the payment is due.
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
Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on the moving average unit cost (MAUC). For
finished goods and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity, but excluding
borrowing costs.
Raw material mainly consists of metal parts, LED components, plastic modules, cables, electronic parts and packaging.
Property, plant and equipment
Tangible fixed assets such as plant and equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any.
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.
Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Contingent consideration liability
is measured at fair value with the changes in fair value recognised in the consolidated statement of profit or loss.
Goodwill is measured at cost less any accumulated impairment losses. Reference is made to note 3.2 for an overview over goodwill, allocation of
goodwill per CGU and impairment testing.
Intangible assets
Intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses.
Research and development costs
Research costs are expensed as incurred. Development expenditures on an individual project, which represents new applications/technology, are
recognised as intangible assets if criteria for capitalisation are complied with, see note 1.3.
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, the Group assess whether there is an indication that an asset may be impaired.
In assessing value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market
assessments of the time value of money and the risks specific to the asset.
Provisions
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 revenue 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 plan identifies the business
or part of the business concerned, the location and number of employees affected, a detailed estimate of the associated costs, and an appropriate
timeline, and the employees affected have been notified of the plan’s main features. Reference is also made to note 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 commencement date, plus any initial direct
costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying 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. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted or certain
remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, 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 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.
The le
ase liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change 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.
Non-lease components will be identified and accounted for separately from the lease components in all arrangements.
Options to extend a lease should be considered if management is reasonably certain to exercise the option. For the Group`s lease arrangements the vast
majority of the options have an exercise date many years down the line. As such, management has limited insight and they are not reasonably certain to
exercise and no options have been taken into consideration.
D
ividend distribution to shareholders
Glamox recognises a liability to make distributions to equity holders of the parent when the distribution is authorised and the distribution is no longer at
the discretion of the Company.
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
Glamox' financial instruments are grouped in the following categories:
• Fair value through profit or loss (FVTPL)
• Amortised cost (AC)
Impairment of financial assets
Under IFRS 9, financial assets valued at amortised cost are impaired based on the "Expected credit losses (ECL)" model.
W
rite off
The Group expects no significant recovery from the amount written off.
Hedge of net investment in foreign subsidiaries
Glamox aims to hedge its net investments in foreign subsidiaries. The Group uses its Revolving Credit Facility (RCF) and bank overdraft/deposits in
foreign currency as hedging instrument to hedge its exposure. Gains or losses on the hedging instrument relating to the effective portion of the hedge
are recognised as OCI while any gains or losses relating to the ineffective portion are recognised in the consolidated statement of profit and 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.
Income taxes
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.
P
ensions 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 or loss in subsequent periods.
10.2 Changes in accounting policies
There are no changes in accounting policies which significantly affect current and future periods.
10.3 Standards issued but not yet effective
No published but not yet effective standards, interpretations or amendments are expected to significantly affect the Group accounts.
Alternative Performance Measures (APMs)
APM Definitions
In order to enhance investors’ understanding of the company’s performance, GLX Holding AS presents certain alternative performance measures (APMs) as
defined by the European Securities and Markets Authority (“ESMA”) in the ESMA Guidelines on Alternative Performance Measures 2015/1057.
An APM is defined as a financial measure of historical or future financial performance, financial position, or cash flows, other than a financial measure defined or
specific in the applicable financial reporting framework (IFRS). The company uses APMs to measure operating performance and is of the view that the APMs
provide investors with relevant and specific operating figures which may enhance their understanding of GLX Holding’s performance. The company uses the APMs:
Adjusted EBIT, adjusted EBITA, adjusted EBITDA, adjusted EBIT margin, adjusted EBITA margin, adjusted EBITDA margin, adjusted total revenue and other
operating income, EBIT, EBITA, EBITDA, EBIT margin, EBITA margin, EBITDA margin, Leverage ratio, Net interest-bearing debt and Order intake as further defined
below.
The APMs presented herein are not measurements of performance under IFRS or other generally accepted accounting principles and investors should not consider
any such measures to be an alternative to: (a) operating revenues or operating profit (as determined in accordance with IFRS or other generally accepted
accounting principles), as a measure of GLX Holding’s operating performance; or (b) any other measures of performance under generally accepted accounting
principles. The APMs presented herein may not be indicative of the company’s historical operating results, nor are such measures meant to be predictive of GLX
Holding’s future results. The company believes that the APMs presented herein are commonly reported by companies in the markets in which GLX Holding
competes and are widely used by investors in comparing performance on a consistent basis without regard to factors such as depreciation, amortization and
impairment, which can vary significantly depending upon accounting measures (in particular when acquisitions have occurred), business practice or non-operating
factors. Accordingly, GLX Holding AS discloses the APMs presented herein to permit a more complete and comprehensive analysis of its operating performance
relative to other companies across periods, and of the company’s ability to service its debt. Because companies calculate the APMs presented herein differently,
GLX Holding’s presentation of these APMs may not be comparable to similarly titled measures used by other companies.
The company has presented these APMs because it considers them to be important supplemental measures for prospective investors to understand the overall
picture of profit generation in GLX Holding’s operating activities. Adjustments are non-IFRS financial measures that the Group considers to be an APM, and these
measures should not be viewed as a substitute for any IFRS financial measures.
The APMs used by GLX Holding AS are set out below (presented in alphabetical order):
Adjusted EBIT is defined as the profit/(loss) for the year/period before net financial income (expenses) and income tax expense (EBIT), adjusted for special
items.
Adjusted EBITA is defined as the profit/(loss) for the year before net financial income (expenses), income tax expense, amortisation and impairment of
intangible assets, adjusted for special items.
Adjusted EBITDA is defined as the profit/(loss) for the year before net financial income (expenses), income tax expense, depreciation, amortisation and
impairment of non-current assets, adjusted for special items.
Adjusted EBIT margin is defined as adjusted EBIT as a percentage of total revenue and other operating income.
Adjusted EBITA margin is defined as adjusted EBITA as a percentage of adjusted total revenue and other operating income.
Adjusted EBITDA margin is defined as adjusted EBITDA as a percentage of adjusted total revenue and other operating income.
Adjusted total revenue and other operating income is defined as total revenue and other operating income adjusted for special items.
EBIT is defined as the profit/(loss) for the year before net financial income (expenses) and income tax expenses.
EBITA is defined as the profit/(loss) for the year before net financial income (expenses), income tax expense, amortisation and impairment of intangible
assets.
EBITDA is defined as the profit/(loss) for the year before net financial income (expenses), income tax expense, depreciation, amortization and impairment
of non-current assets.
EBIT margin is defined as EBIT as a percentage of revenue and other operating income.
EBITA margin is defined as EBITA as a percentage of revenue and other operating income.
EBITDA margin is defined as EBITDA as a percentage of revenue and other operating income.
Leverage ratio is a measure of net interest-bearing debt divided by adjusted EBITDA last twelve months.
Net interest-bearing debt is defined as interest-bearing debt excluding arrangement fees minus cash and cash equivalents (excluded restricted cash) and
interest-bearing investments.
Order intake is measured at gross value before deduction of commissions and other sales reductions
49
APM Reconciliation
Adjusted EBIT
1
NOK 1000
31.12.2023
31.12.2022
EBIT
298 598
215 069
Special items
55 516
70 187
Adjusted EBIT
1
354 114
285 256
Total revenue and other operating income
4 265 829
3 771 738
Adjusted total revenue and other operating income
1
4 261 355
3 720 916
EBIT margin
7,0 %
5,7 %
Adjusted EBIT margin
1
8,3 %
7,7 %
Adjusted EBITA
1
NOK 1000
31.12.2023
31.12.2022
EBITA
434 753
350 203
Special items
55 516
67 834
Adjusted EBITA
1
490 269
418 037
Total revenue and other operating income
4 265 829
3 771 738
Adjusted total revenue and other operating income
1
4 261 355
3 720 916
EBITA margin
10,2 %
9,3 %
Adjusted EBITA margin
1
11,5 %
11,2 %
Adjusted EBITDA
1
NOK 1000
31.12.2023
31.12.2022
Profit/loss for the period
-74 144
9 360
Income tax expense
78 725
27 540
Net financial items
294 017
178 169
EBIT
298 598
215 069
Amortisation and impairment of intangible-assets
136 155
135 134
EBITA
434 753
350 203
Depreciation and impairment of tangible-assets
134 133
131 654
EBITDA
568 885
481 857
Special items
52 148
60 912
Adjusted EBITDA
1
621 033
542 769
Total revenue and other operating income
4 265 829
3 771 738
Adjusted total revenue and other operating income
1
4 261 355
3 720 916
EBITDA margin
1
13,3 %
12,8 %
Adjusted EBITDA margin
1
14,6 %
14,6 %
Adjusted Total revenues
1
NOK 1000
31.12.2023
31.12.2022
Total revenue and other operating income
4 265 829
3 771 738
Special items in total revenue and other operating income
4 473
50 822
Adjusted total revenues and other operating income
1
4 261 355
3 720 916
50
Special items
NOK 1000
31.12.2023
31.12.2022
Insurance settlement related to specific products
-
43 699
Restructuring
-
6 564
Other
4 473
559
Total special items in Other operating income
4 473
50 822
Restructuring cost
42 220
70 326
Claim cost related to specific product
416
5 272
Acquisition and integration cost
-
4 953
ERP Integration
6 453
20 756
Other
7 532
10 427
Total special items in EBITDA
52 148
60 912
Impairment of non-current assets
3 368
9 274
Total Special items in EBIT
55 516
70 187
Net debt and leverage ratio
1
NOK 1000
31.12.2023
31.12.2022
Non-current interest-bearing liabilities
2 475 708
-
Non-current lease liabilities
130 668
143 124
Current interest-bearing liabilities
-
2 431 718
Current lease liabilities
64 093
59 426
Arrangement fees
33 292
5 934
Interest bearing debt
2 703 760
2 640 203
Cash and cash equivalents (excluded restricted cash)
-489 509
-308 289
Net interest-bearing debt
1
2 214 251
2 331 914
Adjusted EBITDA
1
last twelve months
621 033
542 769
Leverage ratio
1
3,6
4,3
Segment reconciliation
NOK 1000
31.12.2023
31.12.2022
Adjusted total revenue and other operating income
1
- PBS
3 171 161
2 807 686
Adjusted total revenue and other operating income
1
- MOW
1 090 194
913 230
Adjusted total revenue and other operating income
1
4 261 355
3 720 916
Adjusted EBITDA
1
- PBS
381 917
357 978
Adjusted EBITDA margin
1
- PBS
12,0 %
12,7 %
Adjusted EBITDA
1
- MOW
171 593
124 061
Adjusted EBITDA margin
1
-
MOW
15,7 %
13,6 %
Adjusted EBITDA IFRS16
2
71 689
64 785
Adjusted EBITDA GLX Holding
2
-4 165
-4 054
Adjusted EBITDA
1
621 033
542 769
Adjusted EBITDA
1
margin
14,6 %
14,6 %
1
Please refer to previous page for explanations on the APM definitions
2
IFRS 16 effect unallocated to segment.
51
GLX Holding AS
Annual financial statements
2023
52
GLX Holding AS
Statement of profit and loss
For the years ended 31 December
NOK 1000
Notes
2023
2022
Other operating expenses 1,13
4 165
4 054
Total operating expenses
4 165
4 054
Operating profit
-4 165
-4 054
Net financial items 8
2 649
-14 324
Profit/loss before tax
-1 516
-18 378
Taxes 9
-
-
Profit/loss for the year
-1 516
-18 378
Statement of comprehensive income
Profit/loss for the year
-1 516
-18 378
Total comprehensive income for the period
-1 516
-18 378
53
GLX Holding AS
Statement of financial position
NOK 1000
Notes
31.12.2023
31.12.2022
ASSETS
2 735 350
2 735 346
Shares in Subsidiary
11
Total non-current assets
2 735 350
2 735 346
Current assets
Other receivables
12
42 114
184
Cash and cash equivalents
7
9 899
61 725
Total current assets
52 013
61 909
TOTAL ASSETS
2 787 363
2 797 255
EQUITY AND LIABILITIES
Equity
Share capital
6
1 000
1 000
Share premium
6
1 599 346
1 599 346
Retained earnings
6
-161 258
-159 743
Total equity
1 439 087
1 440 603
Non-current liabilities
1 330 172
-
Bond
3,4,5
Total non-current liabilities
1 330 172
-
Current liabilities
Bond
3,4,5
-
1 346 496
Other current liabilities
2,5
18 104
10 156
Total current liabilities
18 104
1 356 652
Total liabilities
1 348 276
1 356 652
TOTAL EQUITY AND LIABILITIES
2 787 363
2 797 255
Oslo, 30 April 2024
Mikael Aro
Chairman of the Board
Joachim Solbakken Espen
Board member
Torfinn Kildal
Board member
54
GLX Holding AS
Statement of cash flows
For the years ended 31 December
Cash flows from operating activities
Notes
31.12.2023
31.12.2022
Operating profit
-4 165
-4 054
Changes in other assets and liabilities
-2 269
380
Net cash flows from operating activities
-6 434
-3 674
Cash flows from investing activities
Purchase/sales of shares in subsidiaries
11
-4
-
Dividend received
114 247
83 782
Net cash flow from investing activities
114 244
83 782
Cash flow from financing activities
Proceeds from issuance of bond
1 350 000
-
Refinancing fee paid
-25 046
-
Interests paid
8
-135 201
-92 826
Interests received
612
1 292
Repayment of bonds
-1 350 000
-
Net cash flow from financing activities
-159 635
-91 534
Net change in cash and cash equivalents
-51 825
-11 426
Cash and cash equivalents, beginning of period
61 725
73 150
Cash and cash equivalents, end of period
9 899
61 725
Statement of changes in equity
NOK 1000
Share capital
Share premium
Retained earnings
Total equity
Balance as of 31 December 2021
1 000
1 599 346
-141 365
1 458 981
Profit (loss) for the year
-18 378
-18 378
Total comprehensive income
-18 378
-18 378
Balance as of 31 December 2022
1 000
1 599 346
-159 743
1 440 603
Profit (loss) for the year
-1 516
-1 516
Total comprehensive income
-1 516
-1 516
Balance as of 31 December 2023
1 000
1 599 346
-161 258
1 439 087
55
Note 1 - Other operating expenses
Other operating expenses
2023
2022
Consultancy
3 030
2 990
Audit
1 135
702
Other
-
361
Total other operating expenses
4 165
4 054
Auditor
2023
2022
Fee for statutory audit
1 135
681
Tax compliance services
-
21
Total
1 135
702
Note 2 - Other current liabilities
Balance 31.12.2023
Balance 31.12.2022
Accrued interest cost
16 819
7 722
Other accrued cost
1 286
2 434
Total other current liabilities
18 105
10 156
Note 3 - Interest bearing liabilities
Non-current Interest-bearing loans and borrowings
Interest rate
Maturity
Balance 31.12.2023
Balance 31.12.2022
Callable Open Bond
NIBOR + margin
2027
1 350 000
1 350 000
Bank fee related to the bond issue
-19 828
-3 504
Total non-current interest-bearing loans and borrowings
1 330 172
1 346 496
Refinancing of bonds
In February 2023, GLX Holding AS refinanced its outstanding bonds with maturity in December 2023 with a new four-year senior secured sustainability linked
bond. The initial issue amount was NOK 1,350 million with a maximum limit amounting to NOK 2,000 million, similar to the substituted bond. The interest rate
was 3 months’ NIBOR plus 6.75% per annum. The prospectus for the bonds was approved by the Norwegian Financial Supervisory Authority 25 May 2023. As a
result of the approved prospectus, the new bonds were listed on Oslo Stock Exchange on 31 May 2023.
An arrangement fee of NOK 19.8 million related to the refinancing, is booked against the bond. The arrangement fee is expensed over the availability period of
the facility.
Callable Open Bond - Incurrence test:
The "Incurrence Test" is met if (I) no Event of Default is continuing or would result from the relevant event and (II) the Leverage Ratio falls below a certain
threshold.
Bond - assets pledged as security
The shares in both GLX Holding AS and Glamox AS is pledged as security for the Bond.
There have been no breaches of covenants in 2023 or 2022.
Note 4 - Aging of financial liabilities
31.12.2023
Less than 12 months
1 to 3 years
Over 3 years
Total
Callable Open Bond*
155 115
310 230
1 372 836
1 838 181
Totals
155 115
310 230
1 372 836
1 838 181
31.12.2022
Less than 12 months
1 to 3 years
Over 3 years
Total
Callable Open Bond*
1 458 752
0
0
1 458 752
Totals
1 458 752
0
0
1 458 752
* Figures include estimated interest payable.
56
Note 5 - Fair value measurement
The table below discloses information about all financial instruments that are either measured at fair value or where information about fair value is
disclosed. There were no transfers between the levels during 2023 and 2022.
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 31.12.2023
31.12.2023
1 330 172
1 395 563
x
Callable Open Bond 31.12.2022
31.12.2022
1 346 496
1 323 000
x
Fair value of financial instruments
Fair value of the Callable Open Bond is calculated by using the Oslo Stock Exchange trading price at year-end and excludes carrying amount of arrangement fees.
Note 6 - Equity and shareholders
Share capital in GLX Holding AS at 31.12.2023 Number Nominal Value Balance Sheet
Shares
NOK 1 000 1 000 1 000 000
Total
1 000 1 000 1 000 000
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 2023 or 2022. GLX Holding AS is a 100% owned subsidiary of Glace Holdco AS.
There has been no distribution of dividend in 2023.
Note 7 - Cash and cash equivalents
Cash and cash equivalents amount to NOK 9.9 million (NOK 61.7 million) as of 31 December2023. GLX Holding AS has no restricted bank deposit.
The liquidity reserve equals the cash and cash equivalent amount. The bond may be extended by additional NOK 650 million. This is not included in the
liquidity reserve.
Note 8 - Financial income and expenses
Financial income and expenses
2023
2022
Interest income
612
1 292
Dividend from subsidiary
156 138
83 782
Interest expenses
-153 020
-99 012
Other financial expenses
-1 082
-386
Net Financial income
2 649
-14 324
Note 9 - Tax
2023
2022
Tax payable
Ordinary profit before tax
-1 516
-18 378
Permanent differences
-151 454
-81 268
Change in temporary differences not recognised
152 970
99 646
Bases for tax payable
0
0
Tax base
22 %
22 %
Tax payable this year’s profit
0
0
Current tax liabilities 31.12
0
0
Deferred tax liabilities (assets):
Losses carried forward (including tax credit)
-107 020
-106 457
Restricted interest deduction carried forward
-445 853
-293 445
Basis for deferred tax liabilities (assets):
-552 872
-399 902
Net deferred tax assets recognised in balance sheet
0
0
57
Note 10 - Management remuneration
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 twelv- month period ending in at
the General meeting in 2024.
Note 11 - Interest in subsidiaries
As of 31 December 2023 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 professional building market in
Europe. Glamox AS is the parent company of Glamox Group. Glamox AS registered address is Birger Hatlebaks veg 15 in Molde, Norway. Glamox AS has
28 subsidiaries located in Europe, Asia and America. Total revenue and other operating income of Glamox Group in 2023 is NOK 4,265.8. million (2022:
NOK 3,771.7 million). Operating profit in 2023 is NOK 377.3 million (2022: NOK 293.7million). Average number of full-time employees in Glamox Group
was 2,086 in 2023 (2022: 2,194).
The book value of the Glamox shares is NOK 2,735.3 (NOK 2,735.3 million) as of 31December 2023.
Note 12 - Events after the reporting period
Proposed dividend
After the reporting date, the board of Glamox AS has proposed a dividend distribution amounting to NOK 165.0 million, corresponding to NOK 2.50
per share. The dividend shall be distributed in three tranches, of which NOK 55.0 million shall be distributed on or before 21 May 2024, NOK 55.0
million shall be distributed on or before 20 August 2024 and NOK 55.0 million shall be distributed on or before 21 October 2024. GLX Holding AS will
receive NOK 125.7 million of this distribution.
Dividend payment
On 19 December 2023, the Board of Directors of Glamox AS approved an additional dividend distribution of NOK 55 million, corresponding to NOK
0.83 per share. Dividend of NOK 55 million was distributed on 2 February 2024, of which GLX Holding AS received NOK 41.9 million.
13 Related party transactions
Related parties are Group companies, major shareholders, Board and senior management in the parent company and the group subsidiaries. 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 fee related to the
acquisition of businesses respectively. Expenses during 2023 were NOK 2.9 million (2022: 3.3 million).
58
Note 14 - Accounting pinciples
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 Holding 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 position, 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. Material accounting assessments and judgements, if any, are explained in relevant notes.
59
Note 15 - Changes in accounting policies
There are no changes in accounting policies which significantly affect current and future periods.
60
The Board of Directors reviewed and approved the Board of Directors Report and the
consolidated and annual financial statements for GLX Holding AS as of 31 December 2023
(Annual Report 2023).
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 2023.
- 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 2023 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.
Directors Responsibility Statement
Oslo, 30 April 2024
Mikael Aro
Chairman of the Board
Joachim Solbakken Espen
Board member
Torfinn Kildal
Board member
61
Verification
POST-ISSUANCE
KPI Performance and Sustainability
Targets for Sustainability-Linked Bonds
Glamox AS
April 2024
66
2
Independent Verification of KPI reporting and SPT progress
Glamox AS (“Glamox”) has commissioned Position Green AS (Position Green) to conduct an independent review of
the company’s Key Performance Indicators (defined in Glamox’ 2023 Sustainability-Linked Bond Framework) as
reported in the report “Progress report”, dated March 2024, and the progress against Sustainability Performance
Targets (as defined in Glamox’ 2023 Sustainability-Linked Bond Framework).
BASIS FOR THE REVIEW
Reporting Period
01.01.2023 – 31.12.2023
Framework/Methodology
GHG Protocol, 2021 ICMA Guidelines for Green, Social, Sustainability and
Sustainability-Linked Bonds External Reviews.
From Glamox’ Sustainability-Linked Bond Framework
Key Performance Indicators (KPI)
Sustainability Performance Targets (SPT)
1
Absolute Scope 1 and 2 GHG emissions in metric
tonnes
Reduce absolute Scope 1 and 2 GHG emissions by
40% by 2025 from a 2021 base year
2
Share of turnover from connected lightning
Increase in the share of turnover from connected
lightning to 45% by 2025
3
Non-hazardous waste to landfill in metric tonnes
Reduce the share of non-hazardous waste sent to
landfill to 1% by 2025
CRITERIA AND PROCEDURES
Criteria applied
Verification procedures
KPI 1 and SPT I
i. The data used and reported is
transparent and has been calculated
correctly in line with the KPI definition
ii. The performance is in line with a
linear trajectory
• Review of processes for gathering fuel
and energy consumption and reporting
to Normative
• Limited sample check of reported
fossil fuel and electricity consumption
and invoiced consumption
• Limited sample check of Guarantee of
origins certificates and coverage
• Reconciliation of reported Scope 1
and 2 GHG emissions in Normative
vs. progress report
67
3
KPI 2 and SPT II
iii. The data used and reported is
transparent and has been calculated
correctly in line with the KPI definition
iv. The performance is in line with the
trajectory
• Review of criteria and process for
tagging and reporting connected
lighting products
• Reconciliation of proportion of
connected lighting vs. absolute figures
in financial statement
KPI 3 and SPT III
v. The data used and reported is
transparent and has been calculated
correctly in line with the KPI definition
vi. The performance is in line with the
trajectory
• Review of processes for gathering
waste data and reporting to Normative
• Limited sample check of reported
waste tonnage and invoiced tonnage,
both waste sent to landfill and total
waste
VERIFICATION ASSESSMENT
Following the review of Glamox’ reporting based on the criteria above, Position Green consider the reporting to cover
the elementary requirements, in addition, we would like to highlight the following:
SPT I Reduce absolute Scope 1 and 2 GHG emissions by 40% by 2025 from a 2021 base year
i. The reporting follows the KPI as defined in the SLB framework.
Nothing has come to our attention that causes us to believe that the data used is not transparent and
calculated correctly.
ii. The decrease in GHG emissions is ahead of a linear trajectory.
SPT II Increase in the share of turnover from connected lightning to 45% by 2025
iii. The reporting follows the KPI as defined in the SLB framework.
Nothing has come to our attention that causes us to believe that the data used is not transparent and
calculated correctly.
iv. The reported increase in connected lightning is ahead of the trajectory.
SPT III Reduce the share of non-hazardous waste sent to landfill to 1% by 2025
v. The reporting follows the KPI as defined in the SLB framework.
Nothing has come to our attention that causes us to believe that the data used is not transparent and
calculated correctly.
vi. The reported share in non-hazardous waste sent to landfill is ahead of the trajectory.
Review Provider: Date:
Position Green AS 10.04.2024
DISCLAIMER
Position Green assumes no liability for any indirect, incidental, special or consequential damages, including, without
limitation, loss of profits, loss of data, loss of purchase price or diminution in the value of a potential transaction,
arising as a result of use of this review. The statement does not constitute any form of investment advice, or
recommendation.
68
GLX Holding AS
Kronprinsesse Märthas plass 1
N-0160 Oslo
Norway
ir_glx@glamox.com
69
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