Technology for a
sustainable tomorrow
Annual report 2022
Contents
Volue in brief
3
Letter from the CEO
6
Board of Directors’ report
10
Consolidated financial statements
19
Parent company financial statements
57
Independent auditor’s report
75
Members of the Board
78
Alternative Performance Measures
82
3
Annual Report 2022
Volue in brief
Volue in brief
Volue was established in March 2020 as the result of the
merger of four companies: Powel, Markedskraft, Scanmatic and
Wasight. Since listing, Likron was acquired in 2020 and ProCom
in 2021. Volue transferred listing from Euronext Growth to Oslo
Børs in May 2021.
Volue is a market leader in technologies and
services that power the green transition. Based
on 50 years of experience, Volue provides
innovative solutions, systems and insights to
industries critical to society. Over 770 employees
work with around 2,500 customers across
energy, Power Grid, water and infrastructure
projects that ensure a sustainable, flexible and
robust future. Volue is headquartered in Oslo,
Norway and active in 40+ countries.
Volue operates in industry segments that offer
critical infrastructure to society, including energy,
water supply and infrastructure building. In
addition, Volue delivers instrumentation and
automation for transport, offshore, maritime
and defence purposes. Volue is operating
through three industry segments; Energy, Power
Grid and Infrastructure, with eight product
lines: Optimisation, Trading, Insight, Market
Services, Power Grid, Industrial IoT, Water and
Construction.
Volue’s digital platforms and innovative solutions
support digital water management and the
automation of processes and machines for the
construction industry. Our software suite, built
on deep domain knowledge, enables customers
across the clean energy value chain to provide
services critical to society flexibly, reliably
and efficiently, thereby accelerating the green
energy transition.
Purpose
We realise the green transition
Vision
To develop technology for a
sustainable tomorrow
Mission
To build a global technology leader
who provides innovative services
ciritcal to society, unlocking a cleaner,
better and more profitable future
4
Annual Report 2022
Volue in brief
Volue by numbers
770+
EMPLOYEES
2 500
CUSTOMERS
IN 40+ COUNTRIES
30+
OFFICES
IN 8 COUNTRIES
Where we are:
Volue’s HQ
Volue’s offices
Countries where Volue has customers
5
Highlights 2022
• Operating revenues of NOK 1,217 million, 17 per cent overall growth
• Adjusted EBITDA of NOK 203 million with margin of 17 per cent
• EBITDA of NOK 147 million with a margin of 12 per cent
• Solid performance in ARR business, with steady growth in new
SaaS business
• Strong sales performance with 3,300 deals closed in 2022
• Sales of strategic importance in all segments
• Expanded international activities and European footprint
Key figures
Amounts in NOK million and per cent
2022
2021
2020
Operating revenues
1,217
1,039
892
Adjusted EBITDA
203
214
197
Adjusted EBITDA
margin (%)
17%
21%
22%
EBITDA
147
138
148
Operating profit
40
45
82
Ordinary profit for
continued operations
19
28
60
Operating cash flow
222
138
230
NIBD
-426
-382
-432
Equity
809
767
743
Equity ratio (%)
43%
44%
50%
Annual Report 2022
Volue in brief
6
Annual Report 2022
Leer from the CEO
Leer from the CEO
I am impressed and humbled by what the Volue
team has been able to achieve this past year. The
pandemic was superseded by the war in Europe
which injected unparalleled volatility to the
European energy markets. In this period, Volue’s
efforts remained laser focused at serving our
customers while investing in profitable growth,
expanding Volue’s footprint in Europe and beyond.
Every day our employees rise to the challenge of
building technology for a sustainable tomorrow – a
technology that has proven more vital than ever
by the energy crisis of 2022. The market remains
strong and attractive, and we believe that we
have created an integrated company scaled for
growth that will cement our position as the leading
technology provider for the European energy
industry, offering products and services along the
entire clean energy value chain.
Validation to our ambitions
Today, a quarter of all trades on EPEX, the European
Power Exchange, are executed on the Volue platform
on behalf of our customers. Overall, we have around
2,500 customers, and in 2022 we closed 3,300 deals.
These include some great contracts.
We celebrated a breakthrough contract with a
2022 was a strong year for Volue. We continued our growth path with operating revenues increasing
by 17% and we also reported a 17% adjusted EBITDA. Out of the total revenues, 63% were recurring
revenues, accounting for 15% growth.
German power major in the Energy segment. The
customer has split its business into “Green” and
“Brown” power production and chose a cross-
portfolio platform of capabilities from Volue to
digitise the entire value-chain of its renewable
portfolio. The contract was signed less than five
months after the first point of contact, which
demonstrates that our customer-base is moving
faster and perhaps becoming less conservative.
This puts Volue in pole position for winning market-
shares. Recurring revenues and Software-as-a-
Service (Saas)-revenues make up 75% of the total
contract value, which is a testament to our ongoing
SaaS-journey. After conducting a comprehensive
market analysis, the customer found Volue to be
unmatched in the competitive landscape. Winning
this breakthrough contract, brings validation to
Volue’s ambitions for continental Europe.
We also signed a transformative deal in the Power
Grid segment. To meet the expectations of fast and
efficient electrification of society, Volue and a major
Nordic utility, have signed a strategic contract.
Our joint goal is to launch a set of solutions that
will enable the utility to digitise the end-to-end
process of planning and constructing new grids.
These solutions will be modular, targeting a wider
European market, deployable across different
geographical markets and regulations.
By automating what is today manual work
processes and enabling mobile access, the end
result is a streamlined workflow and high efficiency
improvements for electrical utilities. This will
significantly strengthen Volue’s offering in Europe.
In our Infrastructure segment, the Construction
division reached 1,000 customers, of which 100
were added in 2022. Altogether, the division has
grown its customer base in Sweden by more than
130% since 2020, highlighting the progress made
in the expansion outside Norway. Infrastructure
has made impressive progress in the SaaS
transformation and all customers in the segment
now has at least one SaaS element in their portfolio.
We are also very excited that our efforts in Japan are
paying off in the form of an expanded business in the
land of the rising sun.
Technology for a sustainable tomorrow
Climate change poses a major threat to our world,
and global warming impacts everyone. In 2022,
human behavioural patterns of mobility returned to
normal while the war in Ukraine sent shockwaves
through the western world and energy markets.
With REPowerEU, the European Union is making
a push for energy independence from Russia and
7
moving away from gas as the bridge to renewable
energy resources. With it comes stronger incentives
to bring more renewables online and optimise
utilisation of Power Grids. Both are factors playing
into Volue’s hand and increasing the need for
sophisticated software in the markets we serve.
Only collaboration and dedicated efforts will help
us achieve the change we need, and at Volue, we
are set to take our part of this shared responsibility.
Volue is now presenting its third annual ESG report.
Our sustainability efforts are focused on four
material topics: Environment, Great Place to Work,
Ethical Business Conduct, and Secure Products and
Operations.
Volue is continuously working to improve our
sustainability efforts and stay transparent. In 2022
we reported according to the updated GRI standards
and – for the first time – disclosed our climate-
related risks in line with TCFDs recommendations.
We also mapped our eligible and aligned activities
in line with the EU Taxonomy, and in 2023 we will
work to increase our EU Taxonomy alignment.
Please refer to our 2022 ESG report to read more
about what we have achieved within each material
topic, and the targets we have set to increase our
sustainability impacts.
The Volue Platform and
our progress since listing
At the core of our value-offering is the Volue
platform. We measure success by how the
platform is utilised by our customers. Annually, our
solutions optimise 480 TWH of power generation
and we conduct more than 45 billion automated
Annual Report 2022
Leer from the CEO
calculations in the cloud. Our market insight service
for power professionals holds 150,000 price curves,
accessed 650 billion times annually. Our sensor
platform collects 120 trillion data points from our
4,500 installations.
Looking back at what we have achieved since we
were listed in 2020, the number of algo-trades
executed on the Volue platform has increased by
76%, from 21 million in 2020 to 37 million in 2022.
In addition to our increased European footprint and
our presence in Japan, we have acquired two strong
competitors and created an integrated organisation
scaled for growth. Our operating revenues have
increased by 37%, our annual recurring revenues
have increased by 34%, and SaaS revenues are up
93%. These are impressive numbers that serve as a
testament of trust from our customers.
The numbers also prove that we are bringing more
customers on the platform, and that customers
keeps growing their activities in the short-term
markets. Consequently, Volue’s offering is critically
embedded in our clients’ day-to-day operations –
which is at the core of our strategy.
Industry developments
For a century, the power industry has been widely
recognised as stable, predictable, and conservative.
The current power market volatility represents a
paradigm shift. We find ourselves in a world ever
more dependent on electricity. As we close coal and
nuclear power plants to deliver on our sustainability
goals, we rely more and more on new energy
sources, such as the largely weather-dependent
solar and wind assets. At the same time, gas prices
8
Annual Report 2022
Leer from the CEO
are skyrocketing as geopolitical challenges lead to a
shortage of supply.
In many ways, our end markets are experiencing
what we think is the perfect storm. A storm that is
projected to last for decades.
In this, we see risks but also tremendous
opportunities. To manage the green transition,
our customers are asking us for wall-to-wall
digitalisation across processes and disciplines –
and our customer base is moving quicker than
ever before.
In the Energy segment, we’ve worked to expand our
platform into solar, wind, batteries, and more. This
is important to our customers, as they continue
to operate their existing assets while expanding
capacity to new asset types.
Our Power Grid business has ready-made solutions
for the European DSOs (Distribution System
Operators) in terms of both the digitalisation of
grid operations and distributed energy
resources (DERs).
By 2030, we will have 200 million small-scale power
assets in Europe, from rooftop solar, small wind,
small hydro, biomass and geothermal power, to
storage capacity in electric vehicles and residential
electric water heaters. Volue is building tools that
accelerate the integration of DERs in the power
system. By forecasting where and when DERs are
needed in the grid, we reduce the need for additional
grid investment.
Priorities and ambitions
for 2023 and beyond
Volue is here to deliver services critical to society
for a cleaner, better, and more profitable future.
We offer an unrivalled landscape of capabilities,
allowing our customers to increase performance
in a volatile market. Our unique coverage along
the energy management value chain puts us in the
best position to deliver game-changing services
that help our customers increase their top-line,
reduce risk, and protect profit margins. In 2022,
we invested in growth outside our current home
markets,
and we will continue to do so in 2023. The
Energy segment has expanded from the DACH area
and grown a significant position in Iberia and Italy,
as well as expanded its business in Japan.
The Power Grid segment has built a strong
position in the Nordics. Our ambition is to build
on the competence from serving what is probably
the strongest grid in Europe and bring it to
continental Europe. This ambition has caught
tailwind the previous year during the energy crisis
as optimisation of current grids can reduce the
need for investments in additional infrastructure.
Intermittent renewables are built where conditions
are favourable, not necessarily where the energy
is needed. Conventional energy resources have
been built where the energy is needed and grids
has followed. Consequently, there is a mismatch
between where energy is produced and where it is
needed, as plants for gas, coal and nuclear are being
phased out. Our Power Grid offering is positioned
extremely attractively and we are very excited about
the journey ahead.
9
At the core of our growth strategy is a focus on
recurring revenues through Volue’s ongoing SaaS
transformation. For that very reason we are very
proud to have reached 82% in annual recurring
revenue and 40% SaaS for the Infrastructure
segment in 2022. We will continue this progress
in 2023 and further build on our efforts in Sweden
which accounted for 30% of the sales for our
Construction business in 2022.
We continue to see a quite fragmented energy
market, and we believe that there is an opportunity
to take a leading position in a much-needed market
consolidation. We did not close any transactions in
2022 but our team is hard at work going into 2023.
We operate in attractive end-markets undergoing
transformation and growing revenues will continue
to be our top priority in 2023. We will however
increase our focus on profitability and have
implemented measures that will put us in a stronger
position going forward.
We continue to pursue synergies within the Volue
group, and we see that there are many opportunities
for increased operational efficiency.
With a successful 2022 behind us, we are
enthusiastic about the future. We continue to work
towards our goal of NOK 2 billion revenues in 2025.
We believe in growth first of all because our end market
is growing. Our customers’ spending on advanced
software solutions is growing as a consequence of the
green transition and market changes.
We also see opportunities for European expansion.
We have a solid footprint in the European market, and
we continue to invest in sales and marketing outside
the Nordic region. Our experience also shows that
Volue has a great opportunity to realise synergies by
selling our expanded portfolio of offerings.
Looking at our recurring revenues, we see that
SaaS contracts hold double the amount of recurring
revenues, compared to traditional contracts. This
is because we take a larger responsibility when
operating the software with an associated Service
Level Agreement.
We see this in our infrastructure business, which
is very much focused on SaaS transformation in
our home market, where we have more than 1,000
customers in the infrastructure construction
business and where we cover 85% of the Norwegian
population with our water and wastewater business.
As we progress with our SaaS transformation,
we believe in an uptick in margins and improved
profitability in 2023 compared to 2022.
Less than three years ago, Volue comprised four
companies with separate management teams, a
fragmented customer approach, no common R&D
or product development strategies, and a mostly
Nordic footprint. The company grew through the
acquisitions of Likron and ProCom and, today, the
six companies have joined forces behind one brand
and in one organisation. We believe that Volue with
its size and market reach can bring value to the
industry by acting as a consolidator.
Entering 2023, we have created a robust
organisation ready to support the digital
transformation of the industries we work in. I am
convinced that the efforts of our people will enable
us to successfully execute our strategy.
In closing, I would like to extend a big thank you to
our customers, partners, and shareholders for your
continued trust and support!
Annual Report 2022
Leer from the CEO
10
Annual Report 2022
Board of Directors’ report
Board of Directors’ report
Volue reported solid performance and strong growth for the full year 2022. The Group delivered
operating revenues of NOK 1,217 million (1,039 million) and adjusted EBITDA of NOK 203 million (214
million) with an adjusted EBITDA margin of 17 per cent. The Group delivered EBITDA of NOK 147 million
(138 million) with an EBITDA margin of 12 per cent.
All product lines delivered strong operational
performance, and good order intake with 3,300
deals closed during the year. The Group is
continuing the build-up of a highly sticky customer
base and has since 2018 reported an average yearly
churn well below 2 per cent. Growth and scalability
are core for improving margins over time, and Volue
continues to strategically invest to scale for further
growth.
The growth in operating revenues of 17 per cent year
on year was mainly driven by the Energy Segment,
increasing by 28% from NOK 595 million in 2021 to
NOK 762 million in 2022. Expansion of European
footprint and growing international activities are the
main drivers for growth through new markets and
solution such as trading, optimalisation, forecast
and analyses. Annual recurring revenues reached
NOK 765 million, a 15 per cent growth from 2021,
while SaaS revenues showed a 28 per cent growth
year on year.
The market remains strong and attractive as the
shift towards green, non-controllable energy
sources drives increased volatility and complexity
for customers, requiring dynamic and cloud-
based software solutions. During 2022, Volue has
completed the integration of ProCom and Likron,
thus creating an integrated organisation capable
of cementing its position as the leading provider in
Europe.
Business and location
Volue’s business model is to supply software
and technology solutions for the energy, Power
Grid and infrastructure markets, serving over
2,500 customers in 40+ countries. Based on 50
years of green technology expertise, Volue offers
software solutions, systems and market insight
that optimise production, trading, distribution and
consumption of energy, as well as infrastructure
and construction projects. As one of Norway’s
leading software companies, Volue has unrivalled
coverage along the clean-energy value- chain,
from monitoring using sensors to realising cash in
trading. Volue’s technology secures availability of
the core services society relies on – energy, water
and infrastructure.
Volue is headquartered in Oslo, Norway, with teams
based across 30 offices all over Europe, thereby
enabling the Group to be closely connected to its
customers, markets, and industries.
Industry segments
The business is organised into three industry
segments: Energy, Power Grid and Infrastructure,
with eight product lines. The Energy segment
delivers solutions that help customers master
the energy transition by enabling wall-to-wall
digitalisation of the green energy value chain. The
Power Grid segment enables power distributors
to support electrification of society by unlocking
flexibility and digital management of the Power
Grid. The Infrastructure segment offers customers
flexible capabilities for digital water management
and helps
automate processes and machines for the
construction industry.
Energy Segment
Operating revenue in the Energy segment increased
by 28 per cent to NOK 762 million in 2022 (595
million in 2021), representing 63 per cent (57 per
cent in 2021) of the Group’s operating revenues.
Adjusted EBITDA rose to NOK 158 million in 2022
(124 million in 2021) with an adjusted EBITDA margin
11
of 21 per cent in 2022, compared to 21 per cent in
2021. EBITDA rose to NOK 116 million in 2022 (86
million in 2021) with an EBITDA margin of 15 per
cent, compared to 14 per cent in 2021.
The Energy Segment delivered very strong results
and increased profit due to scalable growth as well
as tail-winds from Energy Market Operations. The
adjusted EBITDA and EBITDA margins improved
following strong uplift in SaaS and overall sales.
Volue sees high volatility in the power market,
which creates tail-wind for the trading advisory
part of the portfolio as well as increasing demand
for the Group’s services. Volue’s business outside
the Nordic is growing rapidly and in the home
market where Volue is leading, there is a strong
development within portfolio management as a
service. Combined, this results in strong growth in
SaaS revenues. Expansion of European footprint
and growing international activities are the main
drivers for further growth through new markets and
solution such as trading, optimalisation, forecast
and analyses.
Part of Volue’s initial focus was the most complex
optimisation challenges for hydropower. Since then,
the Group has expanded its platform into thermal,
solar, wind and batteries, which is important to
Volue’s customers as they continue to operate
existing assets, while at the same time expanding
capacity in new asset types. Trading solutions is
a growing part of the portfolio and the integrated
business of Likron and ProCom is core as part of
Volue’s offering across the value chain.
Annual Report 2022
Board of Directors’ report
CAPEX levels in the Energy segment represents
approximately 9 per cent of operating revenues,
which is mainly composed of by R&D investments.
Going forward, significant investments into new
products related to optimisation and trading
solutions are planned.
Power Grid Segment
Operating revenue in the Power Grid segment
increased by 2 per cent to NOK 254 million in 2022
(249 million in 2021), representing 21 per cent (24
percent in 2021) of the Group’s operating revenues.
Adjusted EBITDA decreased to NOK 12 million in
2022 (32 million in 2021) with an adjusted EBITDA
margin of 5 per cent, compared with 12 per cent
in 2021. EBITDA decreased to NOK 3 million (7
million in 2021) with an EBITDA margin of 1 per cent,
compared with 3 per cent in 2021.
Within Power Grid, Volue holds a strong market
position in the Nordics. The segment delivered
strong sales and good progress on project deliveries,
resulting in solid uplift in ARR level. The weaker profit
in Power Grid is due to investments in new scalable
products for further growth, both in home market and
for preparation for European growth.
With decades of experience supporting customers,
the Nordic region has built one of the strongest grids
in Europe, which is now being put under pressure by
the enormous growth in power supply assets that will
start playing an active role in the energy system. The
electrification of the society is growing, creating new
challenges and opportunities and Volue is in a strong
position to capitalize on this growth through its 50
years’ of asset and vendor independent experience.
12
Volue aims to further expand its footprint in the
Power Grid segment through its market position in
the Energy segment.
CAPEX levels in the Power Grid segment
represented approximately 13 per cent of operating
revenues in 2022 and are related to R&D. CAPEX
levels are expected to increase over the next 12
months due to ongoing investments in new product
development such as Distributed Energy Resources.
Infrastructure Segment
Operating revenue in the Infrastructure segment
increased to NOK 201 million in 2022, from NOK
197 million in 2021, representing 17 per cent of the
Group’s operating revenues. Adjusted EBITDA
decreased to NOK 34 million in 2022 (57 million
in 2021), with an adjusted EBITDA margin of 17
percent, down from 28 per cent in 2021. EBITDA
decreased to NOK 27 million (45 million in 2021),
with an EBITDA margin of 13 per cent, compared
with 23 per cent in 2021.
For the Infrastructure segment, the shift in business
models towards SaaS progressed well in 2022.
This gave an expected short term revenue- and
profitability impact. Volue will continue to invest
in market expansions and with the majority of the
shift in business models completed, profitability is
expected to improve going forward.
Volue has so far focused on SaaS transformation in
its home market. Volue forecasts further increased
profitable growth in Scandinavia, driven by the on-
going expansion to Sweden and Denmark.
Annual Report 2022
Board of Directors’ report
CAPEX levels in the Infrastructure segment
represented approximately 17 per cent of revenues
in 2022 and are expected to remain at this level in
the near term. The ongoing investments are made
to increase offerings on Volue’s SaaS platform
as well as additions to the current product range
addressing innovative solutions for the water
industry.
Important events in 2022
New products and initiatives
The Group is working on several new initiatives
such as Spark which is Volue’s effort addressing
Distributed Energy Resources. Additionally, new
products related to optimisation and trading
solutions will require investments going forward.
The way societies produce, distribute and consume
energy will change dramatically. By 2030, there
will be more than 200 million Distributed Energy
Resources such as electrical vehicles, rooftop solar
and heat pumps in Europe, needing cost efficient
and digital value chains. The SaaS market potential
is significant and Volue is well positioned to build the
tools necessary to solve these complex challenges
for the next generation power market optimisation.
Geopolitical ripple effects
The green transition is upon us with full force, and
the growing reliance on weather-dependant energy
resource has increased volatility in European energy
markets. Volatility however reached unparalleled
hights after the start of the war in Ukraine in the end
of February 2022. This has in turn created ripple
effects through European energy markets.
13
Energy security has risen to the top of agenda’s
across Europe and governments are ready to
intervene in power markets to an extent unseen
for a long time. REPowerEU is the European
commission moving away from gas as the bridge
to renewables and a push for energy independence
from Russia. A push that is likely to carry with it
increased incentives for intermittent and renewable
energy resources in western Europe which will bring
sustained volatility for decades to come.
Important wins in all segments
In 2022, the Energy segment signed a breakthrough
contract with a German power major. The customer
has split its business into renewable and non-
renewable power production, and chose a cross-
portfolio platform of capabilities from Volue to
digitise the entire value chain of its renewable
portfolio. Time from first point of contact to a signed
contract was less than five months and the customer
found Volue to be unmatched in the competitive
landscape. Volue’s efforts in Japan also paid off in
the form of the first customer.
The Power Grid segment signed a transformative
and strategic deal with a major Nordic utility.
The joint goal is to launch a set of solutions that
will enable the utility to digitise the end-to-end
process of planning and constructing new grids. By
automating manual work processes and enabling
mobile access, the end result is a streamlined
workflow and high efficiency improvements for
electrical utilities. The solutions will be modular,
targeting a wider European market, deployable
across different geographical markets and
regulations.
In the Infrastructure segment, the Construction
division reached 1,000 customers and added 100 in
2022. All of them were SaaS contracts and 30 were
in Sweden.
Financial statements
The Board of Directors believes that the annual
financial statements provide a true and fair view of
the net assets, financial position and result of Volue
ASA for the year. The Group’s consolidated financial
statements are presented in compliance with
International Financial Reporting Standards (IFRS)
as adopted by the EU.
Profit and loss
Operating revenue was NOK 1,217 million, up from
NOK 1,039 million in 2021, which represents 17 per
cent growth. EBITDA was NOK 147 million compared
with NOK 138 million in 2021. Volue had a profit for
the period of NOK 19 million compared to NOK 28
million in 2021. Earnings per share were NOK 0,13
in
2022, compared to 0,19 in 2021.
Cash flow
Net cash from operating activities was NOK
222
million in 2022 compared with NOK 138 million
in 2021. The increase in cash flow from operating
revenues is related to a decrease in trade and other
receivables, while cash flow from net income has
decreased compared to 2021. Net cash used for
investing activities in 2022 was NOK -140 million. Net
cash from financing activities was NOK -45 million.
Financial position
The Board considers the Group’s cash and financial
position to be strong. The Group had a debt/equity
ratio of 1,2 at year-end which is in line with 2021.
Annual Report 2022
Board of Directors’ report
14
Net interest-bearing debt was NOK -426 million at
year end, while total assets were NOK 1 861 million.
Total equity attributable to shareholders of the
parent company as of 31 December 2022 amounted
to NOK 806 million. At the end of 2022, Volue had
NOK 446 million in cash and cash equivalents.
According to section 3–3 of the Norwegian
Accounting Act, we confirm that the consolidated
financial statements and the financial statements
of the parent company have been prepared based
on the going concern assumption, and that it is
appropriate to make that assumption.
Volue ASA
The parent company Volue ASA is a holding
company, with very limited activity and a few
corporate functions. Loss for the year was NOK
310 million in 2022. The 2022 net loss includes
NOK 283 million of losses on financial assets due
to the impairment of Volue ASA’s investment in its
subsidiary Volue Technology AS (See note 14 to the
Financial Statements for the parent company). Net
cash flow was NOK -79 million and the equity ratio
was 96 per cent at year end 2022.
Risk factors and risk management
Risk factors:
Volue operates on an international level and provides
software solutions, platforms and related services
within various market segments, including energy
and electricity, infrastructure and construction, water
supply and the government/municipalities. The
Group’s operations may consequently be affected
by global economic and political conditions in the
markets in which it operates, especially in the Nordics
which the Group considers as its most important
markets. The outlook for the world economy remains
subject to uncertainty. Downturns in general
economic conditions, whether globally or in the
specific region or end markets segments in which the
Group operates, can result in reduced demand for
the Group’s software solutions and platforms, or lead
to less competence and manpower being available;
both which could have a material negative impact
on the Group’s revenues, profitability and growth
prospects.
Both the technology market and the energy market
are highly competitive, especially in relation to
software solutions and investment services offered
to participants within the energy markets. Some of
the Group’s competitors are large, sophisticated
and well-capitalised technology and software
companies that may have greater financial,
technical and marketing resources than the Group.
Furthermore, these competitors may have larger
research and development expenditures, and
thereby have a greater ability to fund product and
system research, thus,
can respond more quickly
to new or emerging technologies or trends in the
energy market or changes in customer demands.
Increased competition in the energy market could
result in price reductions, loss of market share,
reduced margins and fewer customer orders.
Moreover, in the ‘war for talent’ the Group could lose
competent personnel to its competitors.
The Group’s software solutions, platforms, analyses
and trading and management services are based on
complex software technology. The Group sets high-
quality and security standards for its products and
services, but it is possible that software solutions and
platforms nevertheless may contain errors or defects
or otherwise not perform as expected. Although the
Group carries out control procedures for testing,
monitoring, securing and developing its solutions and
platforms, there is a risk that these procedures may
fail to test for all possible conditions for use, or identify
all defects or errors in the specific software used in
its solutions and platforms. Defects or other errors or
failures could occur in the actual solutions or within
the software or platform in which the solutions and
related services are based. Such defects may result in
claims against the Group, as well as significant costs
for the Group. Additionally, errors or defects in the
Group’s software solutions and platforms may lead to
significant reputational damage for the Group, which
could result in loss of customers, loss of good will and
consequently reduced future sales.
The Group’s software solutions and platforms are
subject to substantial external threats associated with
data security, such as risk of virus attacks, attempts
at hacking, social manipulation and phishing scams.
Furthermore, there is a risk that the data and systems
delivered to the Group by third parties and in which the
Group base the development and the functionality of
its software solutions and platforms on are incorrect
or inadequate, that the rights to such third party
data is not secured sufficiently, or that such data and
systems contain failures, viruses or other defects
or errors, which could materially affect the quality,
functionality and use of the Group’s products and
services. Moreover, the Group’s business includes
also processing of sensitive information on behalf of
the Group’s customers such as critical infrastructure
Annual Report 2022
Board of Directors’ report
15
data or personal data. Any failure to comply with
the applicable laws and regulations with regards to
processing of such data as well as the contractual
obligations towards the customers can lead to
significant financial implications such as customers’
indemnification claims, fines from public authorities,
etc.
The foreign exchange rate risk for the Group relates
to the fact that the Group’s business transactions
and operations are made in several currencies,
including the Norwegian krone, euro and U.S dollar.
Unfavourable fluctuations in exchange rates of
especially the Norwegian Krone, the Euro or the U.S.
dollar could have an adverse effect on the Group’s
business, financial positions and profits.
Risk management:
Volue’s Board of Directors and Executive
Management conduct periodic risk assessments
relating to various dimensions and aspects of
operations, to verify that adequate risk management
systems are in place. The Group’s financial risk is
predominantly controlled by the finance departments
in the Group companies, under policies approved by
the Board of Directors. Financial risks are identified,
evaluated, and hedged in close co-operation with the
Group’s operating units. The Board provides written
principles for overall risk management, as well as
policies covering specific areas, such as currency
risk, interest rate risk and credit risk.
With regards to the legal and compliance risk, the
Group’s management has approved several policies
and internal quality routines, including a legal policy,
which shall ensure that the Group is sufficiently
informed about the nature of any legal and compliance
risks in all markets or countries it operates. In addition
to the framework of management procedures and
policies, internal guidelines and standard contracts,
the Group’s Legal, Compliance and Quality team
supports the organization proactively in order
to minimize the Group’s risk of being exposed to
any breach of applicable laws and regulations, or
contractual obligations towards its customers.
Furthermore, the Group’s quality team conducts
regular internal audits for ensuring compliance with
the internal management framework and is also
responsible for handling external audits such as ISO
certification audit, etc.
During the last year, the Group demonstrated its
commitment to effective risk management through a
series of strategic initiatives. These efforts included
the appointment of the Group’s first Chief Information
Security Officer, a move aimed at strengthening the
cybersecurity posture and ensuring the protection
of sensitive data. Additionally, the Group started the
review of its enterprise risk framework, which serves
to embed risk management practices throughout
the organization’s operations and processes. These
initiatives represent significant progress towards the
goal of maintaining a robust risk management system
that supports long-term success.
Research and development
Research and development Investments into
research and development (R&D) has been an
important part of Volue’s strategy to develop new and
innovative technological solutions and is expected
to remain an important part of the Group’s strategy
going forward. Volue has a long-term ambition to
invest significantly in R&D, with approximately 10-
12 per cent of its annual revenue being capitalised
in balance sheet, to secure long-term growth. For
2022, the Group capitalized invested a total of NOK
136 million in R&D, up from NOK 104 million in 2021,
representing 11 per cent of the revenues for the year.
Sustainability
Volue sets high ethical standards, and communication
should be open, clear and honest. The Group is
responsible for ensuring safe and good workplaces
where it is present and seeks to create value for
society, customers, employees and shareholders.
Volue’s expertise within energy production,
optimisation, trading and distribution allows energy
companies to get the most out of their resources
and can play an important role in enabling a future
with a greener, yet more volatile, energy mix and
increased electrification. Further, by providing
instrumentation and automation for hydropower
producers, Volue improves the accuracy in
the monitoring of hydropower dams including
production predictions, planning and sustainable
governance of regulated water courses.
In 2022, Volue is publishing its third sustainability
report. The report is prepared in accordance with the
Global Reporting Initiative (GRI) Standards framework,
in addition to Section 3-3 of the Norwegian Accounting
Act regarding corporate social responsibility and the
Euronext Guidelines for sustainability reporting.
The sustainability report describes Volue’s
performance in areas defined as material to the
Group, based on systematic stakeholder dialogue
Annual Report 2022
Board of Directors’ report
16
and a materiality assessment conducted in 2021.
Focus areas for Volue includes Great place to work,
Ethical business conduct, Environment, and Secure
products and operations. In addition to disclosing
how the Group performs within each area, the report
also discusses improvements and lists ambitions
and targets going forward.
In 2021, Volue became a signatory of the UN Global
Compact (UNGC) – a voluntary initiative based
on CEO commitments to implement universal
sustainability principles and to take steps to support
UN goals. As a signatory, Volue actively engages with
the UN Global Compact and make an annual financial
contribution, based on the annual gross sales or
revenue. Volue reports on the communication on
progress (COP) annually, and the next report will be
published in UNGC’s database in 2023.
The next section provides a summary of the
sustainability work and results in 2022. For further
information, refer to the ESG report 2022.
Organisation and equal opportunities
Recruiting and retaining top talent and ensuring a
diverse workforce is a prerequisite for future value
creation. At the end of 2022 the Group employed a
total of 778 people, and adjusting for part- time and
temporarily hired employees, this translates to 736
full-time equivalents.
Volue will cultivate a company culture characterised
by respect, inclusion, equality, and diversity. The
Group prohibits discrimination in any form and shall
comply with internationally accepted guidelines
and conventions regarding worker’s rights, gender
equality and anti-discrimination.
In Norway, Volue operates according to the Norwegian
Working Environment Act and the Equality and Anti-
Discrimination Act, which aims to promote equality
and prevent discrimination on the basis of gender,
ethnicity, religion, political beliefs, disability, sexual
orientation and/or age. The Group also complies with
similar laws in other countries where it is present.
Volue aspires to substantially increase the share of
non-Nordic employees and is working throughout
the employee lifecycle to see where measures can
be implemented to enhance diversity across the
organisation. To date, Volue’s workforce comprises
several different nationalities, of which 67.5% are
Nordic and 32.5% are non-Nordic employees.
Women represented 25% of Volue’s workforce
(permanent employees) in 2022. The executive
leadership team (ELT) had at year-end 2022 nine male
and one female members. The Board of directors had
five male and five female members. In 2022, Volue
launched a Diversity & Inclusion initiative, including
a diversity policy. The focus areas of the initiative is
to recruit, retain and develop a diverse workforce,
with an aim of a spread in gender, age and geography.
Volue has reached the target of 25% females by the
end of 2023 and continue to work towards the goal of
30% by 2025. To achieve this, Volue is part of several
diversity initiatives, including the ODA Network and
Kraftkvinnene. Additionally, the Group regularly
conduct development talks, has introduced training
programmes for employees and carry out several
engagement surveys throughout the year.
The average pay for men and women varies due
to differences in job categories and seniority.
Guidelines for remuneration of the ELT was
approved by the Extraordinary General Meeting in
December 2021 and a full disclosure can be found
in the separate Remuneration report. Guidelines
for remuneration of leading persons are available in
the Guidelines for remuneration of leading persons
and
the remuneration report will be available on the
Groups website under reports and presentations.
Further details about organisation and Volue’s
statements on equality and anti-discrimination are
available in the Group’s ESG report.
Health, safety, security and
environment
(HSSE)
Absence due to illness in 2022 is 2.66%, and Volue’s
goal is to keep absence at a minimum and to not
exceed a 3% absence rate. The labour turnover rate
was 12.1%, with 90 employees voluntary leaving the
Group in 2022. There were no work-related injuries
in 2022.
In 2023, Volue will increase effort and focus on
systematic HSSE work, risk assessment and
reporting of occupational incidents.
Business ethics and human rights
Volue aspires to build a strong company culture,
where ethical behaviour, transparency and openness
are values that employees and business partners
adheres to. In addition to ensuring that the work is
carried out safely this involves respecting the freedom
of association and not accepting any form of forced
labour, child labour or work-related discrimination.
Volue will always align its conduct with internationally
renowned standards for human and worker’s rights,
such as the Human Rights Act and OECD guidelines
Annual Report 2022
Board of Directors’ report
17
Annual Report 2022
Board of Directors’ report
for multinational enterprises. The Group established
a new Code of Conduct in 2021 which includes
rules with regards to business conduct, values, and
ethics. The legal team has conducted training in
the Code of Conduct to a selection of employees in
2022, and the rest of the organisation will be trained
through an online course in 2023. The Code of
Conduct is available on Volue’s website. In addition
thereto, the Group has introduced a Supplier Code
of Conduct which includes the aforementioned rules
and ethics and which is mandatory to be signed by
any new supplier to the Group. In accordance to the
Norwegian Transparency Act, Volue will focus on
mapping its business partners in regards of risk for
breaches of human rights and compliance to the
Supplier Code of Conduct in 2023, and the results will
be made public on the Group’s website.
An external whistleblower channel was established
in 2021, which allows all employees and stakeholders
of Volue as well as any externals such as suppliers
etc to report any potential or actual breach of the
Group’s Code of Conduct, both through internal
channels and the Group’s website. The whistleblower
channel is operated by a neutral third party and any
whistleblower has the option to be anonymous.
Climate
Volue’s environmental impact is two-fold. First, the
Group has an impact through developing products
and services which enable a green transition for
customers. Second, the Group has an environmental
impact from internal business operations such as
emissions from employee business travels, energy
consumption at the Group’s office locations and
waste generation.
Volue is in a position where impacts of climate
changes and subsequently the energy transition
represents business opportunities rather than risks.
The opportunities are connected to customers
within the Energy, Power Grid and Infrastructure
market segments and includes their operation of
existing physical assets and to their transition plans.
Volue started climate accounting in 2020 and is in
the process of setting targets for reducing energy
consumption and GHG emissions from its business
operations. Volue’s Scope 1 emissions comes from
company cars and shows an emission of 17 tCO2 in
2022. Volue’s emissions from Scope 2 come from
electricity and district heating from the offices and
show an emission of 110.5 tCO2 in 2022. Volue has
included emissions from flights, mileage allowance
and train travel, as well as emissions from waste in its
Scope 3 calculations for 2022. This shows emissions
of 372.1 tCO2e in 2022, where 356.3 tCO2e comes
from business travel and 15.8 tCO2 is from waste.
The climate accounting was updated in 2022 using
CEMAsys’ digital solution, and a full overview can
be found in the ESG report. All Volue’s business
locations have a waste management system to
facilitate recycling according to local regulations.
In 2021, Volue reported on eligible activities for the
EU Taxonomy, and in 2022, Volue reported on both
eligible and aligned activities for the EU Taxonomy.
39.2% the turnover is eligible of which 21% of the
turnover is aligned. In 2023, Volue will work to
increase the share of aligned activities through
improved documentation.
Corporate governance
Volue’s Board of Directors has the overall
responsibility for ensuring that the Group has a high
standard of corporate governance. The Group’s
corporate governance model is designed to provide
a foundation for long-term value creation and to
ensure good control.
The Board has adopted a corporate governance
policy to safeguard the interests of the Group’s
owners, employees and other stakeholders. The
policy describes the Group’s main principles
for corporate governance and addresses the
framework of guidelines and principles regulating
the interaction between the Group’s shareholders,
the Board of Directors, the CEO and the Executive
Leadership Team. These principles and associated
rules and practices are intended to increase
predictability and transparency, and thus reduce
uncertainties related to the business.
The Group complies with the Norwegian Code of
Practice for Corporate Governance. The Board’s
Corporate Governance report is available on the
Group’s website under the Investor section.
Share capital and the Volue stock
Volue ASA is listed on Oslo Børs under the ticker
“VOLUE”. The Group’s share capital was NOK
57,547,885.60 divided on 143,869,714 shares at
year end 2022, each with a nominal value of NOK
0.40. All shares are of the same class and with equal
voting and dividend rights. Per 31 December 2022,
the number of shareholders were 4,023. Refer to
the notes to the financial statements for further
information. Volue aims at informing all interested
parties about important events and the Group’s
developments through annual reports and quarterly
financial presentations, stock exchange notices and
18
Annual Report 2022
Board of Directors’ report
other Group updates. Further information can be
found in the
investor section of Volue’s website
.
Liability insurance
Volue holds a liability insurance for its Board of
directors and ELT under Arendals Fossekompani’s
policy at the same conditions as Arendals
Fossekompani. The territory covered is worldwide.
Going concern
There have been no events to date in 2023
that
significantly affect the result for 2022
or valuation
of the Group’s assets and liabilities at the balance
sheet date. The Board confirms that the conditions
for the going concern assumption have been
satisfied and that the financial statements for 2022
have been prepared on the basis of this assumption.
Outlook
In 2022, Volue continued delivering on its strategy
of international expansion, and closed 3,300 deals.
The market remains strong and attractive, and
Volue is hard at work towards the goal of being
the
leading provider in Europe.
Volue sees large opportunities to secure continued
profitable growth and aims to develop its business
both organically and structurally and the key drivers
for further growth are:
•
A growing end-market: Customers’ spend on
advanced software solutions is growing as a
consequence of the green transition and market
changes.
•
European growth: Volue has a solid foot-print
in the European market, and continue to invest
outside the Nordic region - still representing the
largest source of revenue.
•
Increasing synergies: Volue sees good
opportunities to realise further synergies
between the various Volue companies by selling
the expanded portfolio of offerings across the
clean energy value chain.
Volue has a strong foundation for continued
profitable growth and expansion. For 2023, the
Group has outlined the following priorities and
ambitions:
•
Top line growth remains the priority and 2025
target of 2 billion inclusive M&A remains intact
•
Continue to grow ARR and SaaS business in line
with 2022 performance
•
Long-term growth target of 15% reiterated, whilst
lower 2023 non-recurring revenues may limit
growth from 2022
•
Focus on profitability initiatives following a more
normalised European energy market
•
Structural growth through M&A
The Board wishes to thank all of Volue’s employees
for their continued dedicated
efforts, contributing
to Volue’s strong growth and achievements in 2022.
Ørjan Svanevik
Chairman of the Board
Lars Peder Fensli
Board Member
Ingunn Ettestøl
Board Member
Henning Hansen
Board Member
Christine Grabmair
Board Member
Kjetil Kvamme
Board Member
Knut Ove Stenhagen
Board Member
Annette Maier
Board Member
Anja Schneider
Board Member
Vija Pakalkaite
Board Member
Trond Straume
Chief Executive Officer
Oslo, Norway, 30 March 2023
The Board of Directors and CEO
Volue ASA
19
Annual Report 2022 Consolidated financial statements
Consolidated financial statements
Consolidated statement of income
20
Consolidated statement of other comprehensive income
21
Consolidated balance sheet
22
Consolidated statement of changes in equity
23
Consolidated statement of cash flows
24
Notes to the Consolidated Financial Statements
Note 1 Accounting principles
25
Note 2 Key sources of estimation uncertainty,
judgments and assumptions
33
Note 3 Segments
33
Note 4 Revenue from contracts with customers
35
Note 5 Remuneration and employee benefit
36
Note 6 Other operating expenses
39
Note 7 Income tax
39
Note 8 Inventories
40
Note 9 Trade and other receivables
41
Note 10 Cash and cash equivalents
41
Note 11 Property, plant and equipment
42
Note 12 Intangible assets
43
Note 13 Non-current receivables and investments
44
Note 14 Leases
45
Note 15 Trade payables and other current liabilities
45
Note 16 Financial risk and financial instruments
46
Note 17 Borrowings
49
Note 18 Finance items
50
Note 19 Share information
51
Note 20 Earnings per share
52
Note 21 Business combinations and transactions
with non-controlling interests
53
Note 22 Subsidiaries
54
Note 23 Related parties
55
Note 24 Contingent liabilites
56
Note 25 Subsequent events
56
Note 26 Other income
56
Note 27 Climate risk
56
Annual Report 2022
Consolidated financial statements
20
Consolidated statement of income
For the year ended 31 December
Amounts in NOK 1000
Note
2022
2021
Operating revenues
3,4
Other revenues
26
Revenues
Materials and consumables used
3
Employee benefit expenses
3,5
Other operating expenses
3,6
Other gain/losses
21
-
Operating expenses
EBITDA
146 623
138 125
Depreciation and amortisation
11,12
Impairment loss from PPE
11,12
Net operating income/(loss)
Finance income
18
Finance costs
18
Profit/(loss) before income tax
Income tax expense
7
Profit/(loss) for the period
Attributable to equity holders of the company
Attributable to non-controlling interests
-177
-205
Basic earnings per share
20
Diluted earnings per share
20
Annual Report 2022
Consolidated financial statements
Consolidated statement of other comprehensive income
For the year ended 31 December
Amounts in NOK 1000
Note
2022
2021
Items that may be reclassified to statement of income
Exchange differences on translation of foreign operations
-12 851
Changes on cash flow hedges
Income tax related to these items
Items that may be reclassified to statement of income
-10 643
Items that will not be reclassified to statement of income
Remeasurements of post-employment benefit obligations
5
-1 920
Income tax relating to these items
-564
Items that will not be reclassified to statement of income
-1 498
Other comprehensive income/(loss) for the period, net of tax
-8 574
Total comprehensive income/(loss) for the period
Attributable to equity holders of the company
Attributable to non-controlling interests
-253
-123
21
Annual Report 2022
Consolidated financial statements
22
Consolidated balance sheet
For the year ended 31 December
Amounts in NOK 1000
Note
2022
2021
Assets
Non-current assets
Property, plant and equipment
11
Intangible assets
12
Pension assets
5
Non-current receivables and investments
13
Deferred tax assets
7
Total non-current assets
Current assets
Inventories
8
Contract assets
4,16
Trade and other receivables
9,16
Other current assets
16
Cash and cash equivalents
10
Total Current assets
Total assets
Amounts in NOK 1000
Note
2022
2021
Equity and liabilities
Equity
Share capital and share premium
Own shares
-127
-92
Other reserves
-3 691 918
-3 733 989
Capital and reserves attributable to holders of the company
Non-controlling interests
Total equity
19,20
Non-current liabilities
Lease liabilities
14
Employee benefits
Other non-current liabilites
Provisions
Deferred tax liabilities
7
Total non-current liabilities
Current liabilities
Borrowings
17
Lease liabilities
14
Trade and other payables
15
Current tax liabilities
7
Contract liabilities
4
Provisions
4, 15, 21
Other current liabilities
4, 15
Total current liabilities
Total liabilities and equity
Oslo, Norway, 30 March 2023
The Board of Directors and CEO Volue ASA
Ørjan Svanevik
Chairman of the Board
Lars Peder Fensli
Board Member
Ingunn Ettestøl
Board Member
Henning Hansen
Board Member
Christine Grabmair
Board Member
Kjetil Kvamme
Board Member
Knut Ove Stenhagen
Board Member
Annette Maier
Board Member
Anja Schneider
Board Member
Vija Pakalkaite
Board Member
Trond Straume
Chief Executive Officer
Annual Report 2022
Consolidated financial statements
23
Consolidated statement of changes in equity
For the year ended 31 December
Attributable to equity holders of the company
Amounts in NOK 1000
Note
Share capital
and share
premium
Own
Shares
Other
reserves
Total
Non-
controlling
interests
Total
equity
Balance at 1 January 2021
-3 752 655
Profit/(loss) for the period
-205
Other comprehensive income/(loss)
-8 656
-8 656
-8 574
Transaction with owners
Acquisition of non-controlling interest
21
-3 998
-3 998
-446
-4 445
Shares issued as consideration in business combinations
21
Reclassifications
Own shares
-8 390
-92
-
-8 482
Balance at 31 December 2021
-92
-3 733 989
Balance at 1 January 2022
-92
-3 733 989
Profit for the period
-177
Other comprehensive income
-76
Other changes from subsidiaries
-0
Own shares
-36
Share based renumeration scheme
5
Balance at 31 December 2022
-127
-3 691 918
Annual Report 2022
Consolidated financial statements
24
Consolidated statement of cash flows
For the year ended 31 December
Amounts in NOK 1000
Note
2022
2021
Cash flow from operating activities
Profit/(loss) before income tax
adjustments for:
Depreciation, amortisation and impairment
11
,12
Net financial items
18
(Gain)/Loss from sales of assets
Tax on transaction costs related to share issue
Total after adjustments to profit before income tax
Change in Inventories
-9 651
-6 905
Change in other current assets
-25 096
-232 666
Change in other current liabilities
Change in other provisions
-28 541
Change in employee benefits
-717
-744
Total after adjustments to net assets
Change in tax paid
-16 477
-1 571
Net cash flow from operating activities
Cash flow from investing activities
Interest received
Proceeds from the sales of PPE
Purchase of PPE and intangible assets
11,12
-152 181
-118 251
Proceeds from sales of financial assets
Purchase of other investments
-824
Loans to employees
13
Proceed from sale of other investments
Purchase of shares in subsidiaries
21
-53
-13 720
Proceeds from the sales of shares in subsidiaries
Net cash flow from investing activities
-139 925
-119 989
Amounts in NOK 1000
Note
2022
2021
Cash flow from financing activities
Proceeds from issue of shares
New long-term borrowings
17
Repayment of long-term borrowings
-3 031
Movement in short term borrowings
17
-10 736
Repayment of lease liabilities
17
-26 046
-30 940
Interest paid etc.
-9 223
-8 212
Dividend paid
Acquisition of non-controlling interests
21
-5 527
Cash Flow from Own Shares
-5 209
Net cash flow from financing activities
-44 921
-40 614
Net increase in cash and cash equivalents
-22 181
Cash and cash equivalents at the beginning of the financial year
Effects of exchange rate changes on cash and cash equivalents
-6 956
Cash and cash equivalents at end of year
Annual Report 2022
Consolidated financial statements
25
Note 1 Accounting principles
Organisation
Volue ASA is domiciled in Norway
financial statements for financial year 2022 include the company and its subsidiaries (as
a whole, referred to as “the Group”). Information about the companies included in the
scope of consolidation is disclosed in note 22 in Volue ASA financial statements.
Significant accounting policies
This note provides a list of the significant accounting policies adopted in the
preparation of these consolidated financial statements. These policies have been
consistently applied to all the years presented, unless otherwise stated.
Basis for preparation
The annual and consolidated financial statements have been prepared in accordance
with International Financial Reporting Standards (IFRS) adopted by the European
Union and associated interpretations, as well as Norwegian disclosure requirements
pursuant to the Norwegian Accounting Act applicable as of 31 December 2022.
transferred its shareholdings in four subsidiaries through contributions in kind to
Volue. AFK transferred the shareholdings to Volue.
The financial statements are presented in Norwegian kroner (NOK), which is the
functional currency of the parent company. All amounts disclosed in the financial
statements and notes have been rounded off to the nearest thousand NOK units
unless otherwise stated. The financial statements have been prepared using the
historical cost principle, except for the following assets, which are presented at
fair value: Financial instruments at fair value through profit or loss and financial
instruments at fair value through other comprehensive income.
The Group recognizes changes in equity arising from transactions with owners in
the statement of changes in equity. Other changes in equity are presented in the
statement of comprehensive income (total return).
Preparation of financial statements in accordance with IFRS requires the use of
assessments, estimates and assumptions that influence which accounting policies
shall be applied, and influence recognized amounts for assets and liabilities, revenues,
and costs. Actual amounts can deviate from estimated amounts. Estimates and
underlying assumptions are reviewed on an ongoing basis. Changes in accounting
estimates are recognized in the period in which they arise if they only apply to that
period. If the changes also apply to subsequent periods, the effect is allocated over
the current and subsequent periods. Areas with significant estimation uncertainties,
and where assumptions and assessments may have significantly influenced the
Accounting policies
The accounting policies applied in the preparation of the annual and consolidated
financial statements are described below. In case that subsidiaries have used other
principles to prepare their separate annual financial statements, adjustments have
been made so the consolidated financial statements are prepared according to
common policies.
Principles of consolidation
Business combinations
The acquisition method of accounting is used to account for the acquisition of shares
that lead to control over another company. The Group’s consideration is allocated to
identifiable assets and liabilities. These are recognized in the consolidated financial
Notes to the Consolidated Financial Statements
For the year ended 31 December
Annual Report 2022
Consolidated financial statements
26
statements at fair value at the date when control is obtained. Goodwill is calculated
when the consideration exceeds identifiable assets and liabilities:
•
The consideration transferred; plus
•
Any non-controlling interest in the acquired entity; plus any gradual acquisition, the
fair value of existing shareholdings in the acquired entity; less
•
Net value (normally fair value) of identifiable net assets included in the transaction
If those amounts are less than the fair value of the net identifiable assets of the
business acquired, the difference is recognized directly in profit or loss as a bargain
purchase. If the business combination is achieved in stages, the investment changes
classification from associated company to subsidiary, the upward adjustment of the
existing shareholding at fair value is recognized as a gain in the income statement. A
buyout of non-controlling interests is considered a transaction with owners and does
not require a calculation of goodwill. Non-controlling interests for such transactions
are adjusted based on a proportionate share of the subsidiary’s equity. When an
investment is reclassified from fair value through other comprehensive income to
subsidiary or associated company, the investment’s carrying amount at the time
control or significant influence is obtained is used as recognized cost.
Subsidiaries
Subsidiaries are all entities over which the Group has control. Control exists when
the investor is exposed or has rights to variable returns from its investment in the
company and when it has the ability to influence the return through its power over
the company. To determine the level of control, the potential voting rights that can be
exercised or converted must be considered. Subsidiaries are fully consolidated from
the date on which control is transferred to the group. They are deconsolidated from
the date that control ceases.
Associated companies
Associated companies are entities where the company and/or the Group has
significant influence, but not control over financial and operational management.
Significant influence is assumed to exist when the Group has between 20 % to 50
% of the voting rights in a company. The consolidated financial statements include
the Group’s share of the profits/losses from associated companies are accounted
for using the equity method, from the date significant influence was achieved until it
ceases.
Elimination of intercompany transactions
Intercompany transactions, balances and unrealized gains and losses on transactions
between group companies are eliminated.
Discontinued operations
A discontinued operation is a component of the entity that has been disposed of or
is classified as held for sale and that represents a separate major line of business or
geographical area of operations, is part of a single coordinated plan to dispose of such
a line of business or area of operations, or is a subsidiary acquired exclusively with a
view to resale. The results of discontinued operations are presented separately in the
statement of profit or loss.
Segment reporting
Operating segments are reported in a manner consistent with the internal reporting
provided to the chief operating decision maker. The board of Volue ASA has appointed
a Group management which assesses the financial performance and position of
the group and makes strategic decisions. The Group management, which has been
identified as being the chief operating decision maker, consists of the chief executive
officer and the chief financial officer.
Foreign currency translation
Functional and presentation currency Items included in the financial statements of
each of the group’s entities are measured using the currency of the primary economic
environment in which the entity operates (‘the functional currency’). The consolidated
financial statements are presented in Norwegian kroner (NOK), which is Volue ASA’s
functional and presentation currency.
Transactions and balances
Foreign currency transactions are translated into the functional currency using
the exchange rates at the dates of the transactions. Foreign exchange gains and
losses resulting from the settlement of such transactions, and from the translation
of monetary assets and liabilities denominated in foreign currencies at year end
exchange rates, are generally recognized in profit or loss. They are deferred in equity if
they relate to qualifying cash flow hedges and qualifying net investment hedges or are
attributable to part of the net investment in a foreign operation.
Foreign exchange gains and losses that relate to borrowings are presented in the
statement of profit or loss, within finance costs. All other foreign exchange gains
and losses are presented in the statement of profit or loss on a net basis within other
gains/(losses).
Annual Report 2022
Consolidated financial statements
27
Non-monetary items that are measured at fair value in a foreign currency are
translated using the exchange rates at the date when the fair value was determined.
Translation differences on assets and liabilities carried at fair value are reported
as part of the fair value gain or loss. For example, translation differences on non-
monetary assets and liabilities such as equities held at fair value through profit or loss
are recognized in profit or loss as part of the fair value gain or loss, and translation
differences on non-monetary assets such as equities classified as at fair value through
other comprehensive income are recognized in other comprehensive income.
Group companies
The results and financial position of foreign operations that have a functional currency
different from the presentation currency are translated into the presentation currency
as follows:
•
assets and liabilities for each balance sheet presented are translated at the closing
rate at the date of that balance sheet,
•
income and expenses for each statement of profit or loss and statement of
comprehensive income are translated at average exchange rates, and
•
all resulting exchange differences are recognized in other comprehensive income.
On consolidation, exchange differences arising from the translation of any net
investment in foreign entities, and of borrowings and other financial instruments
designated as hedges of such investments, are recognized in other comprehensive
income. When a foreign operation is sold or any borrowings forming part of the net
investment are repaid, the associated exchange differences are reclassified to profit
or loss, as part of the gain or loss on sale.
Goodwill and fair value adjustments arising on the acquisition of a foreign operation
are treated as assets and liabilities of the foreign operation and translated at the
closing rate.
Revenue recognition
Revenues from contracts with customers
Under IFRS 15, Volue recognises as revenue the agreed transaction price in a contract
with a customer at the time when the Group transfers the control of a distinct product
or service to the customer at an amount that reflects the consideration to which the
Group expects to be entitled in exchange for those goods and services.
For each performance obligation identified at the inception of the contract, it is
separately determined if those performance obligations are satisfied at a point in
time or on an over-time basis. Revenue regarding each performance obligation is
recognised when that performance obligation is satisfied. Consequently, revenue is
recognised in full upon completion of a contract if it includes only one performance
obligation or more than one performance obligations that are satisfied at the same
time.
The Group’s main revenues come from the sale of software as a service (SaaS),
maintenance, licenses, consulting, and other revenue. There are several types of
customer contracts depending on what the customer needs. Some contracts may
include only one type of service while other contracts include two or more types
of services, hence the transaction price will be allocated between different types
of revenue depending on the performance obligation. Some of the revenue stream
has a substantial part of annual recurring revenue (ARR), which is one of the key
performance indicators in the Group. Below is more information about the different
types of revenues and related contract types.
License fee
Infinity software licenses are classified as software licenses where the customer
is provided with a right to use the software as it exists when made available to the
customer. Revenue from distinct software licenses is recognised when the license key is
made available to the customer and the customer can start to use the software. License
fees are non-recurring revenues which only occurs once during the contract period.
License fees relates to contracts with either consultancy services or maintenance, or
both in addition to the fixed license fee. Invoices are generated when the license key is
made available to the customers (at a point in time) and most invoices are payable within
30 days. For larger contracts invoices are based on deliveries on agreed milestones.
Software as a service (Saas)
Software as a service is primarily delivered as a cloud-based solution, which entitles
the customers to use the software together with the Group’s network, data base
and systems over the contract period. Revenues from sale of Cloud Services are
recognised from go-live over time on a straight-line basis over the contract period.
The revenue recognition is accrued at a monthly basis. Invoices are generated on a
monthly or yearly basis and most invoices are payable within 30 days. The type of
contract is subscription to a software or a service. Most SaaS contracts are automatic
renewed every year for one more year if not one part terminate the contract. This
type of revenue is defined as annual recurring revenue.
In combination with delivery
Annual Report 2022
Consolidated financial statements
28
of a software as a service contract consulting services can be delivered, and revenue
recognition occurs as described under consulting revenues.
Maintenance revenues
Maintenance services related to software are typically a service that is needed
throughout the contract period and are typically delivered together with a software
license. Revenue recognition from maintenance occurs after the software has been
installed and is accrued at a monthly basis. Maintenance services may also be
delivered together with a third-party software solution, and revenue recognition
occurs from go-live on a monthly linear basis. Most contract are automatic renewed
every year for one more year if not one part terminate the contract. This type of
revenue is defined as annual recurring revenue.
Consulting revenues
Consulting services is typically revenue related to project implementation, assisting
the customer to start using the software solutions. Consulting services may also
relate to value added services or technical support paid by the hour. The performance
obligations related to consulting and support services are satisfied on an ongoing
basis, and revenue related to the sales of services are thus recognised at the time of
delivery.
Transactions price
The Group determines the transaction price to be the amount of consideration which
it expects to be entitled in exchange for transferring the promised goods and services
to the customer, net of discounts and sales related taxes. Sales related taxes are
regarded as collected on behalf of the authorities. The Group considers whether there
are other promises in the contract that are separate performance obligations to which
a portion of the transaction price needs to be allocated.
Fix price contracts
For fixed-price contracts, revenue is recognised based on the actual service
provided to the end of the reporting period as a proportion of the total services to be
provided, because the customer receives and uses the benefits simultaneously. This
is determined based on the actual labour hours spent relative to the total expected
labour hours.
Contract balances
Contract balances consist of client-related assets and liabilities. Contract assets
relate to consideration for work complete, but not yet invoiced at the reporting
date. The contract assets are transferred to trade receivables when the right to
payment has become unconditional, which usually occurs when invoices are issued
to the customers. When a client pays consideration in advance, or an amount of
consideration is due contractually before transferring of the license or service, then
the amount received in advance presented as a liability. Contract liabilities represent
mainly prepayments from clients for unsatisfied or partially satisfied performance
obligations in relation to licenses and services. Contract assets are within the scope
of impairment requirements in IFRS 9. For contract assets the simplified approach is
applied, and the expected loss provision is measured at the estimate of the lifetime
expected credit losses.
Income tax
Income tax on the profit for the period consists of current and deferred tax. Income
tax is recognised in the income statement with the exception of tax on items that are
recognised directly in equity or in other comprehensive income. The tax effect of the
latter items is recognised directly in equity or in other comprehensive income.
Current tax is the forecast tax payable on the year’s taxable income at current tax
rates at the balance sheet date, and any adjustments of tax payable for previous years
less tax paid in advance. Deferred tax liabilities are calculated based on the balance
sheet-oriented liability method considering temporary differences between the
carrying amount of assets and liabilities for financial reporting and tax values.
The following temporary differences are not considered: goodwill not deductible for
income tax purposes, the initial recognition of assets or liabilities that affect neither
accounting nor taxable profit, and differences relating to investments in subsidiaries
that are not expected to reverse in the foreseeable future. The provision for deferred
tax is based on the expected manner of realisation or settlement of the carrying
amount of assets and liabilities, measured at the tax rates in force at the balance sheet
date.
Deferred tax assets are recognised only to the extent that it is probable that the asset
can be utilised against future taxable results. Deferred tax assets are reduced to
the extent that it is no longer probable that the related tax asset will be realised. Tax
assets that can only be utilised via group contributions from the parent company are
not recognised until the contribution has been paid and is recognised in the individual
companies.
Annual Report 2022
Consolidated financial statements
29
Leases
The company’s and the group’s leases consist mainly of office space, machines, cars,
IT equipment and other office machines. Assets and liabilities arising from a lease are
initially measured on a present value basis.
Right-of-use assets are measured at cost comprising the following:
•
the amount of the initial measurement of lease liability,
•
any lease payments made at or before the commencement date less any lease
incentives received,
•
any initial direct costs, and
•
restoration costs.
Lease liabilities include the net present value of the following lease payments:
•
fixed payments (including in-substance fixed payments), less any lease incentives
receivable,
•
variable lease payment that are based on an index or a rate, initially measured using
the index or rate as at the commencement date,
•
amounts expected to be payable by the group under residual value guarantees,
•
the exercise price of a purchase option if the group is reasonably certain to exercise
that option, and
•
payments of penalties for terminating the lease, if the lease term reflects the group
exercising that option.
Lease payments to be made under reasonably certain extension options are also
included in the measurement of the liability. The lease payments are discounted using
the lessee’s incremental borrowing rate, being the rate that the individual lessee
would have to pay to borrow the funds necessary to obtain an asset of similar value to
the right-of-use asset in a similar economic environment with similar terms, security
and conditions.
Impairment of assets
Goodwill and intangible assets that have an indefinite useful life are not subject to
amortisation and are tested annually for impairment, or more frequently if events
or changes in circumstances indicate that they might be impaired. Other assets are
tested for impairment whenever events or changes in circumstances indicate that
the carrying amount may not be recoverable. An impairment loss is recognised for
the amount by which the asset’s carrying amount exceeds its recoverable amount.
The recoverable amount is the higher of an asset’s fair value less costs of disposal
and value in use. For the purposes of assessing impairment, assets are grouped
at the lowest levels for which there are separately identifiable cash inflows which
are largely independent of the cash inflows from other assets or groups of assets
(cash-generating units). Non-financial assets other than goodwill that suffered an
impairment are reviewed for possible reversal of the impairment at the end of each
reporting period.
Cash and cash equivalents
For presentation in the statement of cash flows, cash and cash equivalents includes
cash on hand, deposits held at call with financial institutions, other short-term, highly
liquid investments with original maturities of three months or less that are readily
convertible to known amounts of cash and which are subject to an insignificant risk of
changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings
in current liabilities in the balance sheet.
Trade receivables
Trade receivables are recognised initially at the amount of consideration that is
unconditional, unless they contain significant financing components when they are
recognised at fair value. They are subsequently measured at amortised cost using
the effective interest method, less loss allowance.
See note 16 for further information
about the group’s accounting for trade receivables and note 2 for a description of the
group’s impairment policies.
Inventories
Raw materials and stores, work in progress and finished goods are recognised at the
lower of cost and net realisable value. Net realisable value is the estimated sales price
in ordinary operations, less the estimated costs for completion and sales costs. Cost is
based on the first-in first-out principle and includes costs incurred upon procurement
of goods and the costs of bringing them to their present condition and location. For
finished goods and work in progress, cost is calculated as a share of the indirect costs
based on normal utilisation of capacity.
Non-current assets held for sale and discontinued operations
Non-current assets are classified as held for sale if their carrying amount will be
recovered principally through a sale transaction rather than through continuing use
and a sale is considered highly probable. They are measured at the lower of their
carrying amount and fair value less costs to sell, except for assets such as deferred
tax assets, assets arising from employee benefits, financial assets and investment
property that are carried at fair value and contractual rights under insurance
contracts, which are specifically exempt from this requirement.
Annual Report 2022
Consolidated financial statements
30
An impairment loss is recognised for any initial or subsequent write-down of the asset
to fair value less costs to sell. A gain is recognised for any subsequent increases in fair
value less costs to sell of an asset, but not in excess of any cumulative impairment loss
previously recognised. A gain or loss not previously recognised by the date of the sale
of the noncurrent asset is recognised at the date of derecognition.
Non-current assets are not depreciated or amortised while they are classified as held
for sale. Interest and other expenses attributable to the liabilities of a disposal group
classified as held for sale continue to be recognised.
Non-current assets classified as held for sale and the assets of a disposal group
classified as held for sale are presented separately from the other assets in the
balance sheet. The liabilities of a disposal group classified as held for sale are
presented separately from other liabilities in the balance sheet.
Foreign currency translation
Transactions in foreign currencies
Transactions in foreign currencies are translated to the functional currency of each
individual Group company using the exchange rates at the dates of the transactions.
Monetary assets and liabilities in foreign currencies are translated to NOK using the
exchange rate at the balance sheet date. Differences that arise from the currency
translation are recognised in the income statement.
Financial statements of foreign operations
Assets and liabilities in foreign currencies are translated to NOK using the exchange
rate at the balance sheet date. Revenues and expenses for foreign operations are
translated to NOK at the approximate rates of exchange at the transaction date.
Financial instruments
Non-derivative financial instruments
Non-derivative financial instruments consist of investments in debt and equity
instruments, trade and other receivables, cash and loans, trade payables and other
debts.
Trade and other receivables that fall due in less than three months are not discounted.
Non-derivative financial instruments are measured on initial recognition at fair
value plus any directly attributable transaction costs. After initial recognition, the
instruments are measured as described below.
Interest-bearing loans are valued at fair value less transaction costs on initial
recognition in the balance sheet. Instruments are subsequently measured at
amortised cost, with any differences between cost and redemption value recognised
over the term of the loan as part of the effective interest rate.
Financial assets are derecognised when the contractual rights to the cash flows
from an asset expire, or when the Group has transferred the contractual rights in
a transaction where the risk and return of ownership of the financial asset have
substantively been transferred.
Financial assets at fair value through other comprehensive income
In accordance with the Group’s investment strategy, investments in equity
instruments are mainly classified as fair value through other comprehensive income.
After initial recognition, these instruments are measured at fair value. Changes in fair
value are recognised in other comprehensive income.
Financial assets classified as held for trading
A financial instrument is classified at fair value through profit or loss if it is held for
trading. The instrument is measured at fair value and the changes in fair value are
recognised in the income statement.
Other
Other non-derivative financial instruments are measured at amortised cost less any
impairment losses.
Derivatives and hedging activities
Derivatives are initially recognised at fair value on the date a derivative contract is
entered into, and they are subsequently remeasured to their fair value at the end of
each reporting period. The accounting for subsequent changes in fair value depends
on whether the derivative is designated as a hedging instrument and, if so, the nature
of the item being hedged.
Cash flow hedge
When a derivative is designated as a hedging instrument on variability in cash
flows for a recorded asset or liability, or for a highly probable forecast transaction,
the effective portion of a change in fair value is recognised in other comprehensive
income. The Group performs a qualitative assessment of hedging effectiveness. A
hedging instrument is derecognised when it no longer satisfies hedge accounting
criteria, sold, terminated or matures. The accumulated change in fair value recognised
Annual Report 2022
Consolidated financial statements
31
in other comprehensive income remains until the forecast transaction occurs. If the
hedged item is a financial asset, the amount recognised in other comprehensive
income is transferred to the income statement in the same period as the hedged item
affects the income statement. If the hedged transaction is no longer expected to
occur, the accumulated unrealised gains or losses are immediately recognised in the
income statement.
Fair value hedging
When a financial derivative is designated as a hedging instrument on variability in
the value of a recognised asset, a firm agreement or liability, the gain or loss on the
derivative is recognised in the income statement in the period it incurs. Similarly,
changes in the fair value of the hedged item are recognised in the income statement in
the same period. Principles related to hedging effectiveness and derecognition are the
same as for cash flow hedges.
Property, plant and equipment
The depreciation methods and periods used by the group are disclosed in
note 11
. The
assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at
the end of each reporting period.
An asset’s carrying amount is written down immediately to its recoverable amount if
the asset’s carrying amount is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with carrying
amount. These are included in profit or loss. When revalued assets are sold, it is group
policy to transfer any amounts included in other reserves in respect of those assets to
retained earnings.
Intangible assets
Goodwill
Goodwill is measured as described in business combinations above. Goodwill on
acquisitions of subsidiaries is included in intangible assets. Goodwill is not amortised
but it is tested for impairment annually, or more frequently if events or changes
in circumstances indicate that it might be impaired and is carried at cost less
accumulated impairment losses. Gains and losses on the disposal of an entity include
the carrying amount of goodwill relating to the entity sold.
Goodwill is allocated to cash-generating units for the purpose of impairment testing.
The allocation is made to those cash-generating units or groups of cash-generating
units that are expected to benefit from the business combination in which the goodwill
arose. The units or groups of units are identified at the lowest level at which goodwill is
monitored for internal management purposes, being the subsidiaries (
note 12
).
Other intangible assets and capitalised development costs
Development costs that are directly attributable to the design and testing of
identifiable and unique software products controlled by the group are recognised as
intangible assets where the following criteria are met:
•
it is technically feasible to complete the product so that it will be available for use,
•
management intends to complete the product and use or sell it,
•
there is an ability to use or sell the product,
•
it can be demonstrated how the product will generate probable future economic
benefits,
•
adequate technical, financial and other resources to complete the development and
to use or sell the product are available, and
•
the expenditure attributable to the product during its development can be reliably
measured.
Directly attributable costs that are capitalised as part of the product include employee
costs and an appropriate portion of relevant overheads. Capitalised development
costs are recorded as intangible assets and amortised from the point at which the
asset is ready for use.
Development expenditure that do not meet the criteria above are recognized as an
expense as incurred.
Amortisation methods and periods
Refer to
note 12
for details about amortisation methods and periods used by the Group
for intangible assets.
Trade and other payables
These amounts represent liabilities for goods and services provided to the group prior
to the end of the financial year which are unpaid. The amounts are unsecured and are
usually paid within 30 days of recognition. Trade and other payables are presented
as current liabilities unless payment is not due within 12 months after the reporting
period. They are recognised initially at their fair value and subsequently measured at
amortised cost using the effective interest method.
Annual Report 2022
Consolidated financial statements
32
Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred.
Borrowings are subsequently measured at amortised cost. Any difference between
the proceeds (net of transaction costs) and the redemption amount is recognised in
profit or loss over the period of the borrowings using the effective interest method.
Fees paid on the establishment of loan facilities are recognised as transaction costs
of the loan to the extent that it is probable that some or all of the facility will be drawn
down. In this case, the fee is deferred until the draw-down occurs. To the extent there
is no evidence that it is probable that some or all of the facility will be drawn down, the
fee is capitalised as a prepayment for liquidity services and amortised over the period
of the facility to which it relates.
Borrowings are classified as current liabilities unless the group has an unconditional
right to defer settlement of the liability for at least 12 months after the reporting
period.
Employee benefits
For defined contribution plans, the group pays contributions to publicly or privately
administered pension insurance plans on a mandatory, contractual or voluntary basis.
The group has no further payment obligations once the contributions have been paid.
The contributions are recognised as employee benefit expense when they are due.
Prepaid contributions are recognised as an asset to the extent that a cash refund or a
reduction in the future payments is available.
Contributed equity
Ordinary shares are classified as equity. Incremental costs directly attributable to
the issue of new shares or options are recognised as a deduction, net of tax, from
the proceeds. On the repurchase of treasury shares, the purchase amount including
directly attributable costs are recognised as a change in equity. Purchased shares are
classified as treasury shares and reduce total equity. When treasury shares are sold,
the received amount is recorded as an increase in equity, and the subsequent gain on
the transaction is recognised in share premium.
Dividends
Provision is made for the amount of any dividend declared, being appropriately
authorised and no longer at the discretion of the entity, on or before the end of the
reporting period but not distributed at the end of the reporting period.
Earnings per share
Basic earnings per share is calculated by dividing:
•
the profit attributable to owners of the company, excluding any costs of servicing
equity other than ordinary shares
•
by the weighted average number of ordinary shares outstanding during the
financial year, adjusted for bonus elements in ordinary shares issued during the
year and excluding treasury shares (
note 20
).
Diluted earnings per share adjusts the figures used in the determination of basic
earnings per share to consider:
•
the after-income tax effect of interest and other financing costs associated with
dilutive potential ordinary shares, and
•
the weighted average number of additional ordinary shares that would have been
outstanding assuming the conversion of all dilutive potential ordinary shares.
Rounding of amounts
All amounts disclosed in the financial statements and notes have been rounded off to
the nearest thousand currency units unless otherwise stated.
Annual Report 2022
Consolidated financial statements
33
Note 3 Segments
Segment information
The group’s management examines the group’s performance both from a product and
services perspective and has identified three reportable segments of its business:
Energy
- Help customers master the energy transition by enabling end-to-end
optimisation of the green energy value-chain by offering software solutions and
consulting services related to forecasting and optimisation of the different energy
markets.
Power Grid
- Enable power distributors to support electrification of society by
unlocking flexibility and digital management of the Power Grid. The group offer both
software solutions and consulting services.
Infrastructure
- Deliver flexible capabilities for digital water management, consisting
of both software solutions and consulting services. Help automate processes and
machines for the construction industry.
In order to asses the performance of the operating segments, the group’s management
uses a measure of adjusted earnings before interest, tax, depreciation and amortisation
(adjusted EBITDA, see below). Compared to EBITDA, Non-recurring items - items
that are not part of the ordinary business, such as M&A activities, costs related to the
cyber-incident, stay-on bonus and share based remuneration scheme are excluded. In
addition, external costs related to implementation of corporate back-office cloud-based
systems (e.g. ERP) are considered non-recurring. In accordance with IFRS IC agenda
decision (Configuration or Customisation Costs in a Cloud Computing Arrangement)
from April 2021, these costs have not been capitalized, as they previously would have
been. In addition the key performing indicators recurring revenue growth, recurring
revenue (as percentage of total revenues), SaaS revenue growth (SaaS) and SaaS
revenue (as a percentage of total revenues) are assessed each month.
The other segments and eliminations section includes the elimination of inter-
segment sales. Segment data for the years ended 31 December 2022
and 2021 are
presented below. The measurement basis of segment profit is net operating income.
Note 3 continues on next page
Note 2 Key sources of estimation uncertainty,
judgments and assumptions
The preparation of financial statements requires the use of accounting estimates
which, by definition, will seldom equal the actual results. Management also needs to
exercise judgement in applying the group’s accounting policies.
This note provides an overview of the areas that involved a higher degree of
judgement or complexity, and of items which are more likely to be materially adjusted
due to estimates and assumptions turning out to be wrong. Detailed information
about each of these estimates and judgements is included in other notes together with
information about the basis of calculation for each affected line item in the financial
statements.
The areas involving significant estimates or judgements are:
•
Estimated goodwill impairment –
note 12
•
Recognition of revenue over time–
note 1
,
3
and
4
•
Provision for loss on contracts–
note 4
•
Estimated useful life of intangible asset –
note 12
•
Recognition of deferred tax asset for carried-forward tax losses –
note 7
Estimates and judgements are continually evaluated. They are based on historical
experience and other factors, including expectations of future events that may have
a financial impact on the entity and that are believed to be reasonable under the
circumstances.
Annual Report 2022
Consolidated financial statements
34
Amounts in NOK 1000
Energy
Power
Grid
Infra-
structure
Un-
allocated
Total
Full year 2022
Operating revenues
761
892
254 029
200 976
1 216 896
Other income
2
572
2 572
Total revenues and other income
764
464
254 029
200 976
0
1 219 468
Materials and consumables used
124
416
56 207
27 587
72
208 282
Employee benefit expenses
347
363
150 655
104 425
602 443
Other operating expenses
134
746
35 482
35 282
205 511
Adjusted EBITDA
157
939
11 684
33 681
-72
203 232
Non-recurring items
41
796
8 261
6 552
56 609
EBITDA
116 143
3 423
27 129
-72
146 623
Depreciation and amortisation
61
853
21 029
23 587
106 470
Impairment
0
Net operating income/(loss)
54
290
-17 606
3 542
-72
40 154
Amounts in NOK 1000
Energy
Power
Grid
Infra-
structure
Unallocated
Total
Full year 2021
Operating revenues
595
020
248 849
196 623
-1 417
1 039 075
Other income
6
473
9 154
4 378
1 598
21 603
Total revenues and other income
601
493
258 003
201 001
181
1 060 678
Materials and consumables used
88
219
46 462
24 464
0
159 145
Employee benefit expenses
286
683
132 875
94 107
0
513 665
Other operating expenses
102
456
46 583
25 470
0
174 509
Adjusted EBITDA
124
135
32 083
56 960
181
213 359
Non-recurring items
38
218
25 374
11 642
75 234
EBITDA
85 917
6 709
45 318
181
138 125
Depreciation and amortisation
54
297
18 390
19 236
0
91 923
Impairment
1 174
0
1 174
Net operating income/(loss)
30
447
-11 681
26 082
181
45 028
Note 3 Segments cont.
The entity headquarter is located in Norway. The amount of its revenue from external
customers, broken down by location of the companies in the group is shown in the
below table.
Amounts in NOK 1000
2022
2021
Norway
846 997
666 426
Europe
367 734
366 600
Rest of the world
2
165
6 049
Operating revenues
1
216 895
1 039 075
Annual Report 2022
Consolidated financial statements
35
Note 4 Revenue from contracts with customers
Accounting principles and information related to external customers are described
in
note 1
. There are no customers that represents 10% or more of the Group’s total
revenues on an annual basis.
Disaggregation of revenue from contracts with customers
The group derives revenue from the transfer of goods and services over time and at a
point in time in the following major product and service lines:
Amounts in NOK 1000
Energy
Power
Grid
Infra-
structure
Unallocated
Total
2022
Segment revenue
764
464
254 029
200 976
0
1 219 468
Revenue from external customers
764
464
254 029
200 976
0
1 219 468
Timing of revenue recognition
At a point in time
233
919
17 438
8 097
259 454
Over time
530
544
236 591
192 879
0
960 014
Total
764 464
254 029
200 976
0
1 219 468
2021
Segment revenue
601
493
258 003
201 001
181
1 060 678
Revenue from external customers
601
493
258 003
201 001
181
1 060 678
Timing of revenue recognition
At a point in time
184
248
43
35
26
184 352
Over time
417
245
257 960
200 966
155
876 326
Total
601 493
258 003
201 001
181
1 060 678
Assets and liabilities related to contracts with customers
The timing of revenue recognition, billings and cash collections results in billed trade
receivables, unbilled receivables (contract assets), and prepayments and deposits
from customers (contract liabilities). The table below shows the amounts of contract
assets and contract liabilities at year end related to ongoing projects.
Amounts in NOK 1000
2022
2021
Trade receivables
390
863
371 527
Contracts with at-delivery billing
Booked income
53
597
74 739
Payments recieved
584
-9
144
Contract assets
54
181
65 595
Contracts with advance billing
Payment received
20
912
34 911
Booked income
10
498
13 777
Contract liabilities
31
411
48 688
Net contract assets/-liabilities
22
771
16 906
Booked income from uncompleted contracs per 31.12
Booked accrued income per 31.12
109
095
137 630
Booked accrued expenses per 31.12
-112
540
-181 892
Reported margin per 31.12
-3
445
-44 262
The change in contract liability mainly relates to billing of maintenace services in the
energy segment, which cannot be recognised as revenue at year end.
The Group considers on a regular basis whether there exists any onerous contracts.
In case of any onerous contracts provisions for loss regarding the remaining period on
the contracts are recognised in the period the current period.
The Group has an onerous contract related to a specific project, provision for loss are
shown in the table below:
Amounts in NOK 1000
2022
2021
Balance at 1 January
31
118
10 668
Changes in expected losses (loss rates) and outstanding receivables
(volume)
4 145
33 758
Realised losses during the period (-)
-18
300
-13 308
Balance at 31 December
16
963
31 118
Annual Report 2022
Consolidated financial statements
36
Note 5 Remuneration and employee benefit
Amounts in NOK 1000
2022
2021
Salaries
635 776
555 602
Social security contributions
79
335
55 681
Pension costs
33
437
29 788
Capitalised development cost
-136
340
-104 161
Share-based payment (IFRS2)
9
100
Other benefits
11
236
12 400
Total employee benefit expenses
632
543
549 310
Average number of employees
736
707
Amounts in NOK 1000
2022
2021
Present value of funded liabilities
22
012
22 078
Fair value of pension assets
-27
891
-29 727
Present value of net liabilities
-5
879
-7 648
Of which presented as pension assets
5
879
7 648
Change in recognised net liability for defined-benefit pensions
Net funded defined-benefit pension liability as at 1 January
-7
648
-4 833
Paid-in contributions
3
383
-5 928
Paid out from the scheme
Actuarial (gains) losses from other comprehensive income
-1
920
2 633
Costs of defined-benefit schemes
307
479
Net liability for defined-benefit schemes as at 31 December
-5
879
-7 648
Costs recognised in the income statement
Costs relating to this period’s pension entitlements
22
139
Interest on the liabilities
403
380
Expected return on pension plan assets
-552
-467
Recognised employers’ contributions
434
427
Effect of partial discontinuation of Board pensions
Expenses from defined benefit plans
307
479
Costs of defined-contribution pension schemes
33
129
29 309
Net interest on pension liabilities transferred to finance
Total pension costs
33
437
29 788
Annual Report 2022
Consolidated financial statements
37
Note 5 Renumeration and employee benefit cont.
Share option plan - Volue Group
The amended guidelines for remuneration of leading persons in the Volue
group including the establishment of the share option plan was approved by the
shareholders at the 2021 extraordinary general meeting.
The share option plan is based on a structure in which the Company’s senior
management and certain other key employees are granted share options in the
Company. Each share option carries the right to acquire one share in the Company.
The total number of share options that may be issued under the plan is 2,397,747 for
the first-year grant of options and 2,867,621 for the second-year grant of options.
The share options vest three years after the date of grant (service condition) and will
lapse if not exercised within seven years following the date of grant. For the share
options to vest, a minimum average share price development of 4.5% p.a. is required
(performance condition).
Upon any exercise of share options, the Company may settle its obligations by selling
the relevant number of shares or by payment in cash. The share option plan has been
treated as an equity-settled plan under IFRS. The strike price of the share options will
be based on the volume weighted average share price over the ten last trading days
preceding the grant date. The total profit each option holder may achieve shall be
limited to 300% of the fair market value of the share at grant.
Set out below are summaries of options granted under the plan:
2022
2021
Average
exercise
price per
share option
Number of
options
Average
exercise
price per
share option
Number of
options
As at 1 January
70.00
1
781 085
0
0
Granted during the year
34.90
2
658 229
70.00
1 781 085
Exercised during the year
0
0
0
0
Forfeited during the year
70.00
107
875
0
0
As at 31 December
48.46
4
331 439
70.00
1 781 085
Vested and exercisable
at 31 December
0
l
0
l
No options expired during the periods covered by the tables above.
Note 5 continues on next page
Annual Report 2022
Consolidated financial statements
38
Note 5 Renumeration and employee benefit cont.
Share options outstanding at the end of the year have the following expiry dates and
exercise prices:
Grant date
Expiry date
Exercise price
Share options
31 December
2022
Share options
31 December
2021
21 December 2021
20 December 28
70.00
1 673 210
1 781 085
19 December 2022
18 December 29
34.90
2 658 229
0
Total
4 331 439
1 781 085
Weighted average remaining contractual life of options
outstanding at the end of period
6.58 years
6.97 years
2022
2021
Expense of options issued under employee share option plan
9
100
0
Total expenses
9
100
0
Fair value of options granted
The assessed fair value at grant date of options grated during the year ended 31
December 2022 was NOK 7.6 per option (2021 – NOK 15.2). The fair value at grant
date is independently determined using an adjusted form of the Black-Scholes model
that considers the exercise price, the term of the option, the share price at grant date
and expected price volatility of the underlying share, the expected dividend yield, the
risk-free interest rate for the term of the option, and the volatilities of the peer group
companies.
The model inputs for options granted during the year ended 31 December 2021
included:
a. Options are granted for no consideration and vest after three years (service
condition) and based on minimum share price development (performance
condition). Vested options are exercisable for a period of four years after vesting.
b. Exercise price 34.90 (2021 – 70.00)
c. Grant date:
19 December 2022 (2021 – 21 December 2021)
d. Expiry date: 18 December 2029 (2021 – 20 December 2028)
e. Share price at grant date: 28.99 (2021 – 56.15)
f.
Expected price volatility of the company’s shares: 40% (2021 – 40%)
g. Expected dividend yield: 0.00% (2021 – 0.00%)
h. Risk-free interest rate: 3.86% (2021 – 3.86%)
The estimated expected price volatility is based on median of volatilities of the peer
group companies over an historical period of 5 years since Volue has a short historical
period only. The estimated expected lifetime of the options is set at 5 years.
Total expenses arising from share options are recognized during the period as part of
employee benefit expenses and based on expected vesting of 75% regarding service
condition.
Expenses arising from share-based payment transactions
Total expenses arising from share-based payment transactions recognized during the
period as part of employee benefit. Expenses were as follows (in NOK 1000):
Annual Report 2022
Consolidated financial statements
39
Note 6 Other operating expenses
Amounts in NOK 1000
2022
2021
Contractors
2 734
14 801
Maintenance property, plant and equipment
414
2
048
Premises, service and office costs
38
022
33 287
Audit and other fees
85
373
69 220
Company cars, lifts and trucks
3
131
Communication cost
4
988
Travelling costs
19
004
5 010
Sales and marketing costs
15
380
2 994
Manufacturing indirect cost
5
849
Insurances
1 744
1 874
ICT costs
14
903
48 099
Realised bad debts
17
593
Other operating costs
41
760
18 937
Total operating expenses
233
319
196 863
Remuneration to auditor
Statutory audit
4
165
5 194
Other assurance services
162
350
Tax advicsory
575
338
Other non-audit services
5
757
2 187
Total remuneration to auditor
10
660
8 069
Remuneration to auditor also include services related to equity transactions.
Note 7 Income tax
The tax rate was 22% in 2021 and 2022. The 22% tax rate was used to calculate
Deferred tax assets and Deferred tax liabilities as at 31 December 2022. Tax loss carry
forward are related to Volue ASA, Volue Market Services AS and Volue Industrial IoT
AS. In Volue Market Service most of the tax loss carry forward is not recognized.
Amounts in NOK 1000
2022
2021
Tax payable on ordinary income
23
161
20 516
Adjustment for previous years
-3
008
-18
Current tax expense
20
153
20 498
Effect of change in temprary differences
-3
074
-8 614
Total deferred tax expense
-3
074
-8 614
Total tax expense in the income statement
17
079
11 884
Reconciliation of effective tax rate
Profit / (loss) before income tax
36
244
39 503
Tax based on current ordinary tax rate
-48
737
15 924
Effect of different tax rates abroad
3
473
140
Effect of non-deductible expenses
67
840
3 772
Effect of non-taxable income
-4
098
-7 945
Effect of unrecognised tax loss carryforward
1
021
-1 761
Effect of changed tax rates
Effect of changed tax assessments for previous years
-2
420
1 753
Total tax expense
17
079
11 884
Effective tax rate
47%
30%
Note 7 continues on next page
Annual Report 2022
Consolidated financial statements
40
Amounts in NOK 1000
Assets
Liabilities
Net liabilities
2022
Property, plant and equipment
1
130
-11 690
-10 560
Goodwill, intangible assets
7
211
-20 697
-13 486
Construction contracts
0
-2
627
-2 627
Inventories
0
0
0
Overdue receivables
76
0
76
Leases
3 752
-137
3 615
Gains and losses account
0
0
0
Provisions
66
0
66
Other items
38
-2
202
-2 164
Employee benefits
0
-1
287
-1 287
Tax loss carryforward
3
392
0
3 392
Unrecognised tax loss carryforward
102
0
102
Recognised tax loss carryforward
3
494
0
3 494
Deferred tax asset/liability
15
766
-38 640
-22 874
Offsetting of assets and liabilities
-15
766
15 766
Net deferred tax asset/liability
0
22
874
-22 874
2021
Property, plant and equipment
1
087
-15 440
-14 353
Goodwill, intangible assets
7
509
-20 041
-12 532
Construction contracts
0
-2
167
-2 167
Inventories
0
0
0
Overdue receivables
242
0
242
Leases
4 034
-107
3 927
Gains and losses account
0
0
0
Provisions
66
0
66
Other items
36
-2
086
-2 050
Employee benefits
593
-2
219
-1 626
Tax loss carryforward
3
266
0
3 266
Unrecognised tax loss carryforward
738
0
738
Recognised tax loss carryforward
4
004
0
4 004
Deferred tax asset/liability
17
570
-42 061
-24 490
Offsetting of assets and liabilities
-12
861
12 861
Net deferred tax asset/liability
4
709
-29 200
-24 490
Note 7 Income tax cont.
Note 8 Inventories
Inventory stock
Amounts in NOK 1000
2022
2021
Raw materials
25
005
15 814
Work in progress
0
978
Finished goods
4
483
3 103
Total inventories
29
488
19 895
Write-down
There have been no write-downs in the period.
Annual Report 2022
Consolidated financial statements
41
Note 10 Cash and cash equivalents
Amounts in NOK 1000
2022
2021
Total cash and cash equivalents
446
350
404 390
Restricted cash
150
509
89 237
Restricted cash are related to tax funds and to trading, which is a part of Volue Market
Services AS’ business.
Note 9 Trade and other receivables
Trade receivables
Amounts in NOK 1000
2022
2021
Trade receivables from contracts with customers
395
272
373 165
Loss allowence
-4
409
-1 638
Total
390 863
371 527
Write-down
Amounts in NOK 1000
2022
2021
Balance at 1 January
-1
638
-1 805
New write-downs recognised during the year
-2
342
204
Realised loss during the period
-429
-37
Balance at 31 December
-4
409
-1 638
For more information about credit risk and write-downs, see
note 16
.
Other receivables
Amounts in NOK 1000
2022
2021
Other receivables
118
690
115 919
Prepayments
33 297
32 412
Total
151 987
148 331
Total trade and other receivables
542
850
519 858
Annual Report 2022
Consolidated financial statements
42
Note 11 Property, plant and equipment
Amounts in NOK 1000
Vehicles,
machinery
and
equipment
Buildings
and land
RoU
assets
Total
Year ended 31 December 2021
Cost at 1 January 2021
135
538
3 312
187 654
326 504
Additions
13 026
133
13 159
Aquisitions through business combinations
960
960
Disposals
0
Disposal of companies and businesses
0
Change in RoU
5
611
5 611
Exchange differences
977
-362
615
Cost at 31 December 2021
150
501
3 446
192 902
346 849
Accumulated depreciation at 1 January 2021
112
960
0
51 051
164 010
Depreciation
10 687
58
29 720
40 465
Impairment
606
606
Aquisitions through business combinations
0
Disposal of companies and businesses
0
Change in RoU
-511
-511
Exchange differences cost
1
364
-60
1 304
Accumulated depreciation at 31 December 2021
125
617
58
80 199
205 874
Carrying amount at 31 December 2021
24
883
3 388
112 703
140 975
Amounts in NOK 1000
Vehicles,
machinery
and
equipment
Buildings
and land
RoU
assets
Total
Year ended 31 December 2022
Cost at 1 January 2022
150
501
3 446
192 902
346 849
Additions
14 009
44
14 053
Aquisitions through business combinations
0
Disposals
-1 367
-1 367
Disposal of companies and businesses
0
Change in RoU
7
409
7 409
Exchange differences
910
560
1
471
Cost at 31 December 2022
164
054
3 490
200 872
386 416
Accumulated depreciation at 1 January 2022
125
617
58
80 199
205 874
Depreciation
11 591
71
27 280
38 942
Impairment
0
Aquisitions through business combinations
0
Disposal
-1 087
-1 087
Change in RoU
0
Exchange differences cost
717
119
835
Accumulated depreciation at 31 December 2022
136
838
129
107 597
244 565
Carrying amount at 31 December 2022
27
216
3 361
93 275
123 852
Property, plant and equipment is recognized at historical cost less depreciation.
Depreciation is calculated using the straight-line method to allocate the cost or
revalued amounts of the assets, net of their residual values, over their estimated useful
lives as follows:
•
Buildings
25-40 years
•
Machinery
3-15 years
•
Vehicles
3-5 years
See
note 1
for the other accounting policies relevant to property, plant and equipment.
More information regarding right of use assets are presented in
note 14
Leases.
Right of use
assets is mainly related to property.
Annual Report 2022
Consolidated financial statements
43
Note 12 Intangible assets
Amounts in NOK 1000
Goodwill
Other
intangible
assets
Capital-
ised
develop-
ment
cost
Total
Year ended 31 December 2021
Cost at 1 January 2021
251
051
91 863
439 064
781 978
Additions
6 309
97 916
104 225
Aquisitions through business combinations
20
182
9 028
7 158
36 368
No longer in use
-394
-1
926
-270 809
-273 129
Reclassification
-22 007
22 007
0
Exchange differences
-5
360
-3 139
-337
-8 836
Cost at 31 December 2021
265
479
80 129
294 999
640 606
Accumulated amortisation at 1 January 2021
0
18
365
27 904
46 269
Amortisation
10 268
40 511
50 779
Impairment
1 174
73
1 247
No longer in use
0
0
Reclassification
-16 780
16 780
0
Exchange differences cost
-209
-8
-217
Accumulated amortsation and impairment
at 31 December 2021
1
174
11 717
85 187
98 078
Carrying amount at 31 December 2021
264
305
68 412
209 812
542 528
Specifications for 2021 historical cost, no longer in use, reclassification and accumulated
amortization on the Group level have been amended for 2022. This has no effect on P&L and BS.
Year ended 31 December 2022
Cost at 1 January 2022
265
479
80 129
294 999
640 606
Additions
1 988
135 644
137 632
Aquisitions through business combinations
0
Exchange differences
6
880
3 606
1 414
11 899
Cost at 31 December 2022
272
358
85 723
432 056
790 137
Accumulated amortisation at 1 January 2022
1
174
11 717
85 187
98 078
Amortisation
11 071
56 457
67 528
Impairment
0
Exchange differences cost
975
193
1
168
Accumulated amortsation and impairment
at 31 December 2022
1
174
23 763
141 836
166 773
Carrying amount at 31 December 2022
271
184
61 959
290 220
623 364
Capitalised devolpment costs
Volue capitalize development cost related to development of a wide range of software
solutions for the energy and infrastructure industries. The development of these
software products will help customers manage and optimize their operations, assets, and
resources in the future. The software products that Volue develop and capitalize include:
Energy Trading and Risk Management software:
Enables energy traders to manage
their physical and financial trades, as well as monitor and analyze market data and risks.
Energy Market Analysis software:
Provides customers with up-to-date market
information and analytics, helping them make informed decisions about energy trading
and pricing.
Power System Analysis software:
Helps customers manage and optimize their Power
Grids, by providing real-time monitoring, forecasting, and optimization tools.
Asset Management software:
Helps customers manage their assets throughout their
lifecycle, from planning and construction to operation and maintenance.
Geographic Information System software:
Enables customers to manage and analyze
geographical data, helping them make informed decisions about infrastructure planning
and management.
Water and Wastewater Management software:
Helps customers manage their water
and wastewater treatment plants, by providing real-time monitoring, forecasting, and
optimization tools.
Annual Report 2022
Consolidated financial statements
44
Impairment test for goodwill and other intangible assets
Goodwill monitored by management at the level of the subsidiaries (CGUs).
A CGU-level summary of the goodwill allocation is presented below:
Amounts in NOK 1000
2022
2021
Volue Technology Group
135
793
135
Volue Insight AS
0
2
402
Volue Market Services AS
6
630
6 630
Volue Industrial IOT AS
896
876
Volue Germany GmbH (Likron GmbH)
107
223
98 993
Volue Energy GmbH (Procom GmbH)
20
642
19 611
Total Goodwill
271
184
264 305
Intangible assets with definite useful life consists of internally generated
intangible assets arising from development costs, licenses for software as well
as added values related to customer relationships. Useful life varies between
four and ten years and the assets are amortised over this period.
The group tests whether goodwill and other intangible assets with indefinite
useful life has suffered any impairment on an annual basis. For the 2022 reporting
periods, the recoverable amount of the groups of cash-generating units (CGUs)
was determined based on value-in-use calculations which require the use of
assumptions. The calculations use cash flow projections based on financial budgets
approved by management.
If there are indications of impairment for the intangible assets with defined useful
life, an impairment test is performed. For 2022, there are no such indications.
Volue Technology AS
The return requirement for total capital (WACC before tax) is set at 12.0%. When
calculating the return requirement, it is taken into account that the Group’s
earnings are in EUR and USD and that the business is cyclical. Risk-free interest
is set at 3.0% and terminal growth is set at 2,5%. A sensitivity analysis based on
unilateral change in estimated future revenues shows that a reduction of 28%
may result in impairments.
Note 12 Intangible assets cont.
Volue Insight AS
The return requirement for total capital (WACC before tax) is set at 11.5 %. Risk-free interest
is set at 3.0 % and terminal growth is set at 2 %. A sensitivity analysis based on unilateral
change in estimated future EBITDA shows that a reduction of 93% may result in impairments.
Volue Market Services AS
The return requirement for total capital (WACC before tax) is set at 12 %. Risk-free
interest is set at 3.0 % and terminal growth is set at 2 %. A sensitivity analysis based on
unilateral change in estimated future EBITDA shows that a reduction of 25 % may result
in impairments.
Volue Industrial IOT AS
The return requirement for total capital (WACC before tax) is set at 12.5 %. Risk-free interest
is set at 3.0 % and terminal growth is set at 2 %. A sensitivity analysis based on unilateral
change in estimated future EBITDA shows that a reduction of 5% may result in impairments.
Volue Germany GmbH (Likron GmbH)
The return requirement for total capital (WACC before tax) is set at 11.5 %. When
calculating the return requirement, it is taken into account that the Group’s earnings
are in EUR and USD and that the business is cyclical. Risk-free interest is set at 3.0 %
and terminal growth is set at 2%. A sensitivity analysis based on unilateral change in
estimated future revenues shows that a reduction of 6% may result in impairments.
Volue Energy GmbH (Procom GmbH)
The return requirement for total capital (WACC before tax) is set at 11.5 %. When
calculating the return requirement, it is taken into account that the Group’s earnings
are in EUR and USD and that the business is cyclical. Risk-free interest is set at 3.0 %
and terminal growth is set at 2%. A sensitivity analysis based on unilateral change in
estimated future revenues shows that a reduction of 6% may result in impairments.
Annual Report 2022
Consolidated financial statements
45
Note 14 Leases
This note provides information for leases where the Group is a lessee.
Amounts recognised in the balance sheet
The balance sheet shows the following amounts relating to leases:
Amounts in NOK 1000
2022
2021
Total right-of-use assets
93
275
112 703
Current lease liabilities
18
970
27 675
Non-current lease liabilities
77
492
87 495
Total lease liabilities
96
462
115 170
Amounts recognised in the statement of income
The statement of income shows the following amounts relating to leases:
Amounts in NOK 1000
2022
2021
Total depreciation charge right-of-use assets
27
280
29 720
Interest expense
3
644
4 357
The group has no variable rate leases. Amounts expensed in the income statement
elates to low value leases that are immaterial to these financial statements.
Note 15 Trade payables, provisions
and other current liabilities
Amounts in NOK 1000
2022
2021
Trade payables
397
362
350 686
Other current liabilities
380
469
296 066
Total
777 831
646 751
Trade payables are unsecured and are usually paid within 30 days of recognition. The
carrying amounts of trade and other payables are considered to be the same as their
fair values, due to their short-term nature.
Provisions
Amounts in NOK 1000
2022
2021
Earn-out 2020 (see
note 21
)
60
431
57 253
Onerous contracts (see
note 4
)
16
963
31 118
Total
77 394
88 371
Specification of other current liabilities
Amounts in NOK 1000
2022
2021
Publix taxes
56
530
62 887
Loans to related parties
31
141
40 981
Accrued expenses
126
362
136 572
Paid in collatorals from customers
127
984
29 026
Other current liabilities
38
453
26 599
Total
380 469
296 066
Note 13 Non-current receivables and investments
Amounts in NOK 1000
2022
2021
Loan to employees
23
243
27 276
Other investments
11
357
12 439
Total non current receivables and investments
34
600
39 715
The loans to key management personnel are related to purchase of shares in Volue
ASA and the shares are used as collateral according to the loan agreements.
Interest
rate for the loans is not below the threshold for making the loan a taxable benefit. At
year end the interest rate was 2.3 %.
Annual Report 2022
Consolidated financial statements
46
Note 16 Financial risk and financial instruments
This note explains the group’s exposure to financial risks and how these risks
could affect the group’s future financial performance. Current year profit and loss
information has been included where relevant to add further context.
Volue’s Board of Directors and Executive Management conduct risk assessments
relating to various dimensions and aspects of operations, to verify that adequate risk
management systems are in place. The Group’s risk management is predominantly
controlled by the finance departments in the group companies, under policies
approved by the Board of Directors. The responsible identifies, evaluates, and hedges
financial risks in close co-operation with the Group’s operating units. The Board
provides written principles for overall risk management, as well as policies covering
specific areas, such as currency risk, interest rate risk and credit risk.
Volue operates on an international level, and provides software solutions, platforms
and related services within various market segments, including energy and electricity,
infrastructure and construction. The Group’s operations may consequently be
affected by global economic and political conditions in the markets in which it
operates, especially in the Nordics and DACH region which the Group considers as
its most important markets. The outlook for the world economy remains subject to
uncertainty. Downturns in general economic conditions, whether globally or in the
specific regional and/or end markets segments in which the Group operates, can
result in reduced demand for, and lower prices of, the Group’s software solutions and
platforms, which could have a material negative impact on the Group’s revenues,
profitability and growth prospects.
Market Risk
Both the technology market and the energy market are highly competitive, especially
in relation to software solutions and investment services offered to participants within
the energy markets. Some of the Group’s competitors are large, sophisticated and
well-capitalised technology and software companies that may have greater financial,
technical and marketing resources than the Group. Furthermore, these competitors
may have larger research and development expenditures, and thereby, have a greater
ability to fund product and system research and can respond more quickly to new
or emerging technologies or trends in the energy market or changes in customer
demands. Increased competition in the energy market could result in price reductions,
loss of market share, reduced margins and fewer customer orders.
The Group’s software solutions, platforms, analyses, and trading and management
services are based on complex software technology. The Group sets high-quality
and security standards for its products and services, but it is possible that software
solutions and platforms may contain errors or defects or otherwise not perform as
expected. Although the Group carries out control procedures for testing, monitoring,
securing and developing its solutions and platforms, there is a risk that these
procedures may fail to test for all possible conditions for use, or identify all defects
or errors in the specific software used in its solutions and platforms. Defects or other
errors or failures could occur in the actual solutions or within the software or platform
in which the solutions and related services are based. Such damage may cause
material liability claims against the Group, as well as significant costs for the Group.
Price risk
The Group’s business is subject to price risk. There is no guarantee that the Group will
be able to obtain the expected prices for its software solutions, platforms, analyses,
and trading and management services, and any change in the market conditions,
including in the global technology and energy markets or in a specific regional and/or
end markets in which the Group operates, could lead to lower sales prices or volumes
of the Group’s products and services. If expected prices for products and services
are not obtained or the Group experiences lower sales volumes, this may adversely
impact the Group’s business, financial position and profits.
Currency risk
The Group’s business is subject to currency and exchange rate risk. The foreign
exchange rate risk for the Group relates to the fact that the Group’s business
transactions and operations are made in several currencies other than NOK, including
EUR, SEK, DKK, PLN and CHF. The Group practice hedge accounting only on a few
project and the related amounts are immaterial, hence no further information about
this. The overall currency risk for the group is considered to be low, due to both
revenues and cost in currency reflecting a low currency risk for the group.
Annual Report 2022
Consolidated financial statements
47
Note 16 continues on next page
Fair value hierarchy
To provide an indication about the reliability of the inputs used in determining fair
value, the group has classified its financial instruments into three levels.
Level 1:
The fair value of financial instruments traded in active markets (such as
publicly traded derivatives, and equity securities) is based on quoted market prices at
the end of the reporting period. The quoted market price used for financial assets held
by the group is the current bid price. These instruments are included in level 1.
Level 2:
The fair value of financial instruments that are not traded in an active market
(for example, over-the-counter derivatives) is determined using valuation techniques
which maximise the use of observable market data and rely as little as possible on
entity-specific estimates. If all significant inputs required to fair value an instrument
are observable, the instrument is included in level 2.
Level 3:
If one or more of the significant inputs is not based on observable market
data, the instrument is included in level 3. This is the case for unlisted equity
securities.
All financial assets and liabilites are measured at amortised cost, except for the
financial instruments below.
Amounts in NOK 1000
Level 1
Level 2
Level 3
Total
2022
Financial assets
Financial assets at fair value through profit or loss
(FVPL)
-
-
Total finacial assets at fair value
-
-
-
-
Finacial liabilities
Earn-out (see
note 21
)
-
-
60
431
60 431
Total financial liabilities
-
-
60
431
60 431
Amounts in NOK 1000
Level 1
Level 2
Level 3
Total
2021
Financial assets
Financial assets at fair value through profit or loss
(FVPL)
-
-
Total finacial assets at fair value
-
-
-
-
Finacial liabilities
Earn-out (see
note 21
)
-
-
57
253
57 253
Total financial liabilities
-
-
57
253
57 253
Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable
securities and the availability of funding through an adequate amount of committed
credit facilities to meet obligations when due and to close out market positions. The
group maintains flexibility in funding by maintaining availability under committed
credit lines.
The group’s main interest rate risk arises from bank overdrafts, which expose the
group to cash flow interest rate risk.
At year end all bank overdrafts agreements are
using NIBOR as fixed rate. The amounts are carried at amortised cost.
The Group had significant amounts of cash and cash equivalents on accounts with
floating interest rate, hence exposure to interest rate risk.
Amounts in NOK 1000
Carrying
amount
Contractual
cash flows
6 months
or less
6 to 12
months
1 to 2
years
2 to 5
years
Over 5
years
2022
Obligations from leases
96
462
96 570
8 023
14 401
17 792
21 172
35 182
Bank overdraft
6
892
6 892
5 870
1 022
-
-
-
Trade and other payables
397
362
397 362
397 362
-
-
-
-
Other curr. liabilities
435
558
435 558
310 739
124 819
-
-
-
Other non-current liabilities
15
299
15 299
789
789
778
991
11 952
Note 16 continues on next page
Note 16 Financial risk and financial instruments cont.
Annual Report 2022
Consolidated financial statements
48
Note 16 Financial risk and financial instruments cont.
Credit risk
Credit risk arises from cash and cash equivalents, contractual cash flows of debt
investments carried at amortised cost, at fair value through other comprehensive
income (FVOCI) and at fair value through profit or loss (FVPL), favorable derivative
financial instruments and deposits with banks and financial institutions, as well as
credit exposures related to sales, including outstanding receivables.
The Group has a
credit risk policy and is following up credit risk on a regular basis.
Provision for losses
Provisions for losses are based on individual assessment of each item and customer.
Expected loss in categories without any provisions made is based on the
assumption
that there are not risk of any material losses.
Amounts in NOK 1000
2022
2021
Balance at 1 January
-1
638
-1 805
Changes in expected losses (loss rates) and outstanding receivables
(volume)
-2 341
204
Realised losses during the period (-)
-429
-38
Balance at 31 December
-4
409
-1 638
Trade receivables
Amounts in NOK 1000
External customer rec
not due
External customer rec
1-30 days past due
External customer rec
31-60 days past due
External customer rec
61-90 days past due
External customer rec
> 90 days past due
Trade
accounts
receivable
2022
Outstanding trade receivables
341
944
41 013
3 313
2 889
5 405
394 564
Provision for losses
0
0
-719
-1
719
-1 971
-4 409
2021
Outstanding trade receivables
312
173
46 597
6 721
4 286
3 388
373 165
Provision for losses
0
0
-350
-350
-938
-1
638
Annual Report 2022
Consolidated financial statements
49
Note 17 Borrowings
This note provides information on the contractual terms of the Group’s interest-
bearing loans and borrowings. For more information on the Group’s interest rate risk
and foreign exchange risk see
Note 16
.
Amounts in NOK 1000
2022
2021
Loans secured by pledged assets
Bank overdraft
6
892
17 529
Total borrowings
6
892
17 529
The group has a warranty in one of its subsidiaries on NOK 400 million that is
secured through trade receivables.
Amounts in NOK 1000
2022
2021
Assets pledged for borrowing facility and warranties
Other property
-
-
Inventories
-
-
Trade receivables
222
664
248 729
Total security for borrowing facility and warranties
222
664
248 729
The table below reconciles the movement in financial liabilites to cash flow from financing activities.
Short-term borrowings
Long-term borrowings
Lease liabilities
Total financial liabilities
Amounts in NOK 1000
2022
2021
2022
2021
2022
2021
2022
2021
Balance at 1 January
17
529
3 695
5 640
115 170
138 831
138 340
142 527
Cash Flow
-10
638
3 636
1 052
5 640
-26 047
-30 940
-35 632
-21 664
Non cash changes
New lease liabilities recognised/implementation of IFRS 16
7
409
5 611
7 409
5 611
Other non-cash changes
10
198
-2 609
-72
1 668
-2 681
11 866
Balance at 31 December
6
892
17 529
4 083
5 640
96 462
115 170
107 436
138 340
Annual Report 2022
Consolidated financial statements
50
Note 18 Finance items
Amounts in NOK 1000
2022
2021
Interest income
3
288
2 665
Currency exchange income
10
661
15 527
Other finance income
1
988
181
Total Finance income
15
938
18 373
Interest expense
1
491
1 581
IFRS 16 interest
3
644
4 357
Currency exchange expense
12
370
15 618
Other finance cost
2
343
2 342
Total finance cost
19
847
23 898
Net finance items
-3
910
-5 525
Annual Report 2022
Consolidated financial statements
51
Note 19 Share information
Amounts in NOK 1000
2022
2021
Ordinary shares
143
869 714
143 869 714
Share capital
57
548
57 548
Share premium
4
440 635
4 440 567
At 31 December 2022 there were 143 869 714 ordinary shares each with a par value
of NOK 0.40. They entitle the holder to participate in dividends, and to share in the
proceeds of winding up the company in proportion to the number of and amounts paid
on the shares held.
Changes in share capital
Share
capital
Share premium
Share capital 1 January 2022
57
548
4
440 567
Transactions in own shares
68
Share capital at year end 2022
57
548
4
440 635
Dividends
There are no paid out dividends in 2022.
Major shareholders
Investor
Number of
shares
% of major
shareholders
% of total
Country
Arendals Fossekompani ASA
86
316 779
77.29%
60.03%
Norway
The Northern Thrust Company
8
757 539
7.84%
6.09%
USA
State Street Bank and Trust Comp
3
544 251
3.17%
2.46%
USA
The Northern Thrust Company
3
435 209
3.08%
2.39%
USA
The Bank of New York Mellon SA
1
974 900
1.77%
1.37%
USA
State Street Bank and Trust Comp
1
670 246
1.50%
1.16%
USA
Citibank
1 565 800
1.40%
1.09%
USA
Obligasjon 2 AS
1
490 315
1.33%
1.04%
Norway
Ulefoss Invest AS
1
470 987
1.32%
1.02%
Norway
Havfonn Invest AS
1
456 790
1.30%
1.01%
Norway
Other shareholders (holding less than 1%)
32
186 898
22.33%
Total all shareholders
143
869 714
100.00%
100.00%
Annual Report 2022
Consolidated financial statements
52
Note 20 Earnings per share
Basic earnings per share are based on profit attributable to the equity holders of the
parent and the weighted average number of outstanding ordinary shares.
Amounts in NOK 1000
2022
2021
Net profit for the year
19
166
27 619
Attributable to non-controlling interests
-177
-205
Attributable to ordinary shares
19
343
27 825
Profit
19
166
27 619
Attributable to non-controlling interests
-177
-205
Attributable to ordinary shares
19
343
27 825
Weighthed number of ordniary shares, basic and diluted
143
551 330
143 582 855
Number of shares end of period
143
551 039
143 869 714
Basic and diluted
earnings per share
0.13
0.19
Annual Report 2022
Consolidated financial statements
53
Note 21 Business combinations and transactions with
non-controlling interests
Transactions in 2021
Volue Energy Gmbh (Procom GmbH)
On 1 October 2021 Volue ASA acquired 100% of the issued share capital of Procom
GmbH.
Procom is a strategic acquisition for Volue, cementing our European position in
an increasingly important of market footprint in the DACH region. The company
especially focus on optimalisation solution for especially large and mid size
customers. Procom will be a part of the Energy segment. Details of the purchase
consideration, the net assets acquired and goodwill are as follows;
Purchase consideration
Amounts in NOK 1000
Cash paid
14
000
Ordinary shares issued
3
843
Holdback
5
310
Total purchase consideration
23
153
There was used a seller credit related to the share issue. Remaining holdback is
related to escrow accounts and adjustment related to performance of Procom GmbH
towards 30 June 2022. The performance related payment is related to revenues of
Procom GmbH from 1 July 2021 until 30 June 2022, and positive or negative deviation
from baseline will give adjustment on the purchase price. There are no other earn-out
mechanisms or other deferred payment after 30 June 2022.
Assets and liabilities recognised as a result of the acquisition
Amounts in NOK 1000
Intangible assets
17
700
Fixed assets
1
800
Investments
8
200
Trade receivables
5
400
Other receivables
8
600
Cash and cash equivalents
4
900
Trade payables
-1
600
Other current liabilities
-35
100
Deferred tax liability
-5
000
Net assets acquired
4
900
Purchase price shares in Procom
23
153
Goodwill
18
253
The PPA is final and there has not been any changes in fair value calculation. Procom
had a loss of 1 682 TNOK in 2021. In the transaction of Procom GmbH the automation
business was carved out as part of the transaction structure, and prior to the
transaction the company operated as one company. Proforma figures for revenues and
loss has not been estimated.
Annual Report 2022
Consolidated financial statements
54
Note 22 Subsidiaries
Investor
Ownership held
by the group
Ownership held by the
non-controlling interests
Domicile
Volue Denmark ApS
94.76%
5.24%
Denmark
Volue Technology Danmark A/S
100.00%
0.00%
Denmark
Volue Germany GmbH
100.00%
0.00%
Germany
Volue Energy GmbH
100.00%
0.00%
Germany
Volue Industrial IoT AS
94.76%
5.24%
Norway
Volue Insight AS
100.00%
0.00%
Norway
Volue Market Service AS
100.00%
0.00%
Norway
Volue Technology AS
100.00%
0.00%
Norway
Volue Sp. Z.o.o
100
.00%
0.00%
Poland
Volue AB
100.00%
0.00%
Sweden
Volue In Situ AB
94.76%
5.24%
Sweden
Volue AG
100.00%
0.00%
Switzerland
Volue Enerji cozumleri
100.00%
0.00%
Turkey
Volue G.K
100
.00%
0.00%
Japan
Annual Report 2022
Consolidated financial statements
55
Note 23 Related parties
At year end Arendal Fossekompani (AFK) owned 86.316.779 shares, representing 60% of the
total number of shares in Volue.
Board of Directors compensation 2022 and number of shares owned 31 December 2022
Name
Title
Board of
Directors
remunerated
Number of
shares in Volue
Ørjan Svanevik
Chairman
-
7
500
Henning Hansen
Member of Board
300
42
857
Lars Peder Fosse Fensli
Member of Board
-
17
000
Christine Grabmaier
Member of Board
403
-
Ingunn Ettestøl
Member of Board
-
6
187
Annette Petra Maier
Member of Board
501
11
000
Anja Eva Schneider
Member of Board
501
-
Knut Ove Blichner Stenhagen
Employee - Elected Board member
80
6
946
Vija Pakalkaite
Employee - Elected Board member
60
102
Kjetil Kvamme
Employee - Elected Board member
80
-
Jens Dalsgaard
Deputy Employee -
Elected Board member
121
-
Name
Title
Fixed
salary
Paid
bonus
Pension
Other
benefits
Number of
shares in
Volue
Loan from
Volue
Trond Straume
CEO
4
140
2 000
49
242
547 401
9 312
Arnstein Kjesbu
CFO
2
704
625
49
167
337 890
5 587
Ingeborg Gjærum
COO
1
900
375
80
20
85 714
1 489
Melanie Abt*
CCO
1
305
631
150
94
-
-
Richard Schytte
VP Sales NO
1
410
817
80
22
-
-
Jörg Liendhart**
CTO
741
667
-
28
-
-
Colm McCarthy***
CPO
1
284
880
-
54
-
-
Frode Solem
EVP Infrastructure
1
724
281
231
29
128 571
2 235
Kim Steinsland
EVP IIoT
1
648
94
71
29
171 571
2 980
Stefan Zähringer
VP Sales EU
1
490
390
-
136
-
-
Håvard Pedersen
CDO
1
401
-
218
34
1 193
-
*
Melanie Abt started in the Group June 2022 and left the company in December 2022
**
Jörg Liendhart joined the Group in September 2022
*** Colm McCarthy joined the Group in May 2022
The CEO’s period of notice is six months, with a period of pay of 12 months
after termination of employment if the CEO is dismissed by the company.
The other members of the Group Executive have a period of notice of
six months.
Guidelines for pay and other remuneration of the executive
management
The purpose of Volue’s compensation and benefits policy is to attract
personnel with the competence that the Group requires, develop and
retain employees with key expertise and promote a long-term perspective
and continuous improvement supporting achievement of Volue’s
business goals. The general approach adopted in Volue’s policy is to pay
fixed salaries and pensions in line market prices, while offering variable
pay linked to results for bonus and long term incentive plan for share
incentive program. (LTIP)
a. Fixed elements
b. Variable elements – annual bonus
Executives in Volue participate in the Group’s central annual bonus
program. The program has a maximum ceiling of 50% of the executive’s
fixed salary. The basis for bonus payments is based on financial
targets and performance strategic KPI’s.
A “good performance”
has been defined as the achievement of results in line with externally
communicated financial targets.
In addition, the Group has share-based incentive programs described
in (c) below and a share option programs for key employees described
in (d) below. For 2021 paid bonus contains for certain members of the
ELT exit from LTIP agreement following incentive system prior to the
establishment of Volue.
Note 23 continues on next page
Annual Report 2022
Consolidated financial statements
56
Note 24 Contingent liabilites
A claim has been raised towards Volue Market Services AS related to financial market
operations. No provisions has been made
related to the claim at 31 December 2022.
Note 25 Subsequent events
There have been no material events subsequent to the reporting period that might have a
significant effect on the financial statements.
Note 26 Other income
Other income in 2021 relates to insurance selement after cyber incident
5 May 2021.
Note 27 Climate risk
Volue has conducted an assessment on climate-related risks based on the
recommendations of the Financial Stability Board’s Task Force on Climate-related
Financial Disclosures (TCFD). The disclosures follow the TCFD implementation guidance,
and the report can be found in Appendix 5 of the Volue ESG Report 2022. The report
covers the company’s exposure to climate-related risks, such as market risks and
regulatory risks, as well as potential opportunities.
Volue has not at this time identified any material impact on financial reporting
judgements and estimates due to climate risks. Volue is continuously assessing its
climate risk exposure, including assessments related to the EU Taxonomy. Whilst there is
currently no material impact expected from climate change in the medium term, Volue
follows developments and will regularly assess its portfolio risk exposure to transitional
and physical climate risks.
e. Related parties
In 2022, the year board member Henning Hansen has delivered consulting services
to the company. Through his fully owned company, Hepe Consulting AS, it has been
invoiced NOK 92.143,- ex. VAT to Volue ASA. All related party transactions have been
carried out as part of the normal course of business and at the arm’s length principle.
c. Shared incentive program
On 13 October 2020, the Board of Directors of the Company resolved to establish
a share incentive program for key employees of the Company. The share incentive
program is based on a structure in which certain members of the Company’s
Management and management of the Portfolio Companies are offered the
opportunity to subscribe for Shares at a discounted rate, and where the Company
will provide partial financing of their subscription of Shares under the share incentive
program. The total number of Shares included in the share incentive program is
1,821,429. As part of the share incentive program, the key employees purchased
Shares at a discount of 30% of the trading price of the Shares, subject to a lock-up
undertaking of 36 months following the date of the purchase of the Shares. The
company has provided loan financing for up to 75% of the purchase price of the
Shares under the share incentive program, for a total of up to NOK 36 million.
d. Share option plan
For further information, see separate remuneration report publised at the
companys website and Note 5 in the consolidated financial statements. The
amended guidelines for remuneration of leading persons in the Volue group
including the establishment of the share option plan was approved by the
shareholders at the 2021 extraordinary general meeting.
The share option plan is based on a structure in which the Company’s senior
management and certain other key employees are granted share options in the
Company. Each share option carries the right to acquire one share in the Company.
The total number of share options that may be issued under the plan is 2,397,747 for
the first-year grant of options and 2,867,621 for the second-year grant of options.
The share options vest three years after the date of grant (service condition) and
will lapse if not exercised within seven years following the date of grant. For the
share options to vest, a minimum average share price development of 4.5% p.a.
is required (performance condition). Upon any exercise of share options, the
Company may settle its obligations by selling the relevant number of shares or
by payment in cash. The share option plan has been treated as an equity-settled
plan under IFRS. The strike price of the share options will be based on the volume
weighted average share price over the ten last trading days preceding the grant
date. The total profit each option holder may achieve shall be limited to 300% of the
fair market value of the share at grant.
Note 23 Related parties cont.
57
Annual Report 2022 Parent company financial statements
Parent company financial statements
Statement of income
58
Statement of other comprehensive income
58
Balance sheet
59
Statement of changes in equity
60
Statement of cash flows
60
Notes to the parent company financial statements
Note 1 Accounting principles
61
Note 2 Revenue from contracts with customers
63
Note 3 Remuneration and employee benefit
63
Note 4 Other operating expenses
63
Note 5 Income tax
64
Note 6 Trade and other receivables
64
Note 7 Cash and cash equivalents
64
Note 8 Property, plant and equipment
65
Note 9 Non-current receivables and investments
66
Note 10 Leases
66
Note 11 Trade and other payables
66
Note 12 Finance items
67
Note 13 Share information
68
Note 14 Subsidiaries
69
Note 15 Related parties
70
Note 16 Contingent liabilites
72
Note 17 Subsequent events
72
Note 18 Other gains/losses
72
Note 19 Intercompany loans
73
Note 20 Current liabilities
73
Annual Report 2022
Parent company financial statements
58
Statement of income
For the year ended 31 December
Amounts in NOK 1000
Note
2022
2021
Continuing operations
Revenues
2
154 622
84 716
Employee benefit expenses
3
22
272
25
919
Other operating expenses
4
148
164
71
083
Other gains/losses
18
21
045
17
305
EBITDA
-36 859
-29 591
Depreciation and amortisation
8, 10
3
752
3
309
Net operating income/(loss)
-40
611
-32
900
Finance income
12
17
516
36
700
Finance costs
12
287
411
2
873
Profit/(loss) before income tax
-310
506
928
Income tax expense
5
-351
4
043
Profit/(loss) for the period
-310
155
-3
115
Statement of other comprehensive income
For the year ended 31 December
Amounts in NOK 1000
Note
2022
2021
Items that may be reclassified to statement of income
Exchange differences on translation of foreign operations
-
-
Changes on cash flow hedges
-
-
Income tax related to these items
-
-
Items that may be reclassified to statement of income
-
-
Items that will not be reclassified to statement of income
Remeasurements of post-employment benefint obligations
-
-
Income tax relating to these items
-
-
Items that will not be reclassified to statement of income
-
-
Other comprehensive income for the period, net of tax
-
-
Total comprehensive income for the period
-310
155
-3
115
Annual Report 2022
Parent company financial statements
59
Balance sheet
For the year ended 31 December
Amounts in NOK 1000
Note
2022
2021
Assets
Non-current assets
Property, plant and equipment
8
,10
10 002
12 003
Investment in subsidiaries
14
4
065 439
4 348 487
Intra-group loans
19
-
7
975
Non-current receivables and investments
9
23
243
27
276
Deferred tax assets
5
3
392
3
040
Total non-current assets
4
102 076
4 398 782
Current assets
Trade and other receivables
6
211
670
133
048
Short-term intra-group loans
19
34
000
-
Cash and cash equivalents
7
8
568
87
115
Total Current assets
254 238
220 163
Total assets
4
356 314
4 618 945
Amounts in NOK 1000
Note
2022
2021
Equity and liabilities
Share capital and share premium
4
498 184
4 498 115
Own shares
-127
-92
Retained earnings
-316
195
-15
141
Total equity
13
4 181 861
4 482 883
Non-current liabilities
Other non-current liabilities
-
-
Lease liabilities
10
3
790
5
603
Total non-current liabilities
3
790
5
603
Current liabilities
Lease liabilites
10
1
813
1
760
Trade and other payables
11
65
407
18
531
Provisions
20
60 431
57 253
Current interest-bearing liabilities
20
-
34
364
Other current liabilities
20
43
011
18 551
Total current liabilities
170
662
130
458
Total liabilities and equity
4
356 314
4 618 945
Ørjan Svanevik
Chairman of the Board
Lars Peder Fensli
Board Member
Ingunn Ettestøl
Board Member
Henning Hansen
Board Member
Christine Grabmair
Board Member
Kjetil Kvamme
Board Member
Knut Ove Stenhagen
Board Member
Annette Maier
Board Member
Anja Schneider
Board Member
Vija Pakalkaite
Board Member
Trond Straume
Chief Executive Officer
Oslo, Norway, 30 March 2023
The Board of Directors and CEO
Volue ASA
Annual Report 2022
Parent company financial statements
60
Statement of changes in equity
For the year ended 31 December
Amounts in NOK 1000
Share
capital
Share
premium
Own
shares
Retained
earnings
Total
equity
Balance at 1 January 2022
57
548
4
440 567
-92
-15 141
4 482 883
Profit/(loss) for the period
-
-
-
-310
155
-310 155
Share based remuneration scheme
9
100
9 100
Own shares
-
68
-36
-
33
Balance at 31 December 2022
57
548
4
440 636
-127
-316 195
4 181 861
Statement of cash flows
For the year ended 31 December
Amounts in NOK 1000
2022
2021
Cash flow from operating activities
Profit/(loss) before income tax
-310
506
928
Depreciation, amortisation and impairment
286
799
3
309
Net financial items
-13
153
-33
827
Tax on transacation costs related to share issue
Total after adjustments to profit before income tax
-36
859
-29
591
Change in trade and other receivables
-24
400
-60
639
Change in trade and other payables
37
064
15
841
Total after adjustments to net assets
-24
196
-74
389
Change in tax paid
-
-
Net cash flow from operating activities
-24
196
-74
389
Cash flow from investing activities
Interest received
1
266
818
Group contribution received
14
367
32
880
Purchase of PPE and intangible assets
-1
750
-3
485
Loans to employees
4
033
3
406
Loans to subsidiaries
-38
059
-39
921
Proceeds on loans from subsidiaries
-
5
000
Purchase of shares in subsidiaries
-
-36
695
Net cash flow from investing activities
-20
144
-37
996
Cash flow from financing activities
Proceeds from issue of shares
-
-
Repayment of lease liabilities
-1
760
-1
709
Cash Flow from Internal Loans and Borrowings
-30
000
30
000
Interest paid etc.
-2
480
-475
Cash flow from own shares
33
-5
209
Net cash flow from financing activities
-34
208
22
607
Net increase in cash and cash equivalents
-78
547
-89
778
Cash and cash equivalents at the beginning of the financial year
87
115
177
675
Effects of exchange rate changes on cash and cash equivalents
-781
Cash and cash equivalents at end of year
8
568
87
115
Annual Report 2022
Parent company financial statements
61
Note 1 Accounting principles
Basis for preparation
The annual financial statements have been prepared in accordance with International
Financial Reporting Standards (IFRS) adopted by the European Union and associated
interpretations, as well as Norwegian disclosure requirements pursuant to the
Norwegian Accounting Act applicable as of 31 December 2021.
The financial statements are presented in Norwegian kroner (NOK), which is the
functional currency of the parent company. All amounts disclosed in the financial
statements and notes have been rounded off to the nearest thousand NOK units
unless otherwise stated. The financial statements have been prepared using the
historical cost principle. The company recognises changes in equity arising from
transactions with owners in the statement of changes in equity. Other changes in
equity are presented in the statement of comprehensive income (total return).
Shares in subsidiaries
Shares in subsidiaries are initially recognised at cost, which is the fair value of any
consideration transferred. Shares in subsidiaries are subsequently measured at cost.
Foreign currency
Foreign currency transactions are translated into the functional currency using
the exchange rates at the dates of the transactions. Foreign exchange gains and
losses resulting from the settlement of such transactions, and from the translation
of monetary assets and liabilities denominated in foreign currencies at year end
exchange rates, are generally recognised in profit or loss.
Revenue recognition
Under IFRS 15, Volue ASA recognises as revenue the agreed transaction price in
a contract with a customer at the time when the company transfers the control
of a distinct product or service to the customer at an amount that reflects the
consideration to which the company expects to be entitled in exchange for those
goods and services. In 2021 Volue ASA had no revenues from external customers. All
revenues are related to billing of overhead costs in the company to subsidiaries, which
is classified as other income.
Income tax
Income tax on the profit for the period consists of current and deferred tax. Income
tax is recognised in the income statement except for tax on items that are recognised
directly in equity or in other comprehensive income. The tax effect of the latter items
is recognised directly in equity or in other comprehensive income. Current tax is the
forecast tax payable on the year’s taxable income at current tax rates at the balance
sheet date, and any adjustments of tax payable for previous years less tax paid in
advance. Deferred tax liabilities are calculated based on the balance sheet-oriented
liability method considering temporary differences between the carrying amount of
assets and liabilities for financial reporting and tax values. Deferred tax assets are
recognised only to the extent that it is probable that the asset can be utilised against
future taxable results. Deferred tax assets are reduced to the extent that it is no longer
probable that the related tax asset will be realised.
Leases
The company’s and the company’s leases consist mainly of office space. Assets and
liabilities arising from a lease are initially measured on a present value basis.
Right-of-use assets are measured at cost comprising the following:
•
the amount of the initial measurement of lease liability,
•
any lease payments made at or before the commencement date less any lease
incentives received,
•
any initial direct costs, and
•
restoration costs.
Notes to the parent company financial statements
For the year ended 31 December
Annual Report 2022
Parent company financial statements
62
Lease liabilities include the net present value of the following lease payments:
•
fixed payments (including in-substance fixed payments), less any lease incentives
receivable,
•
variable lease payment that are based on an index or a rate, initially measured using
the index or rate as at the commencement date,
•
amounts expected to be payable by the company under residual value guarantees
•
the exercise price of a purchase option if the company is reasonably certain to
exercise that option, and
•
payments of penalties for terminating the lease, if the lease term reflects the
company exercising that option.
Lease payments to be made under reasonably certain extension options are also
included in the measurement of the liability. The lease payments are discounted using
the lessee’s incremental borrowing rate, being the rate that the individual lessee
would have to pay to borrow the funds necessary to obtain an asset of similar value to
the right-of-use asset in a similar economic environment with similar terms, security
and conditions.
Cash and cash equivalents
For the purpose of presentation in the statement of cash flows, cash and cash
equivalents includes cash on hand, deposits held at call with financial institutions,
other short-term, highly liquid investments with original maturities of three months or
less that are readily convertible to known amounts of cash and which are subject to an
insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown
within borrowings in current liabilities in the balance sheet.
Receivables and loans
Trade receivables are recognised initially at the amount of consideration that is
unconditional, unless they contain significant financing components when they are
recognised at fair value. They are subsequently measured at amortised cost using the
effective interest method, less loss allowance for lifetime credit losses.
Other loans and receivables are initially recognised at fair value. They are
subsequently measured at amortised cost using the effective interest method, less
loss allowance for credit losses. Credit losses are initially measured at 12 months
expected credit loss. If there is significant increase in credit risk, the loss allowance is
based on lifetime expected credit loss. The company does not make loss provisions
for expected credit losses that are immaterial.
Property, plant and equipment
The depreciation methods and periods used by the company are disclosed in
note 8
.
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate,
at the end of each reporting period. An asset’s carrying amount is written down
immediately to its recoverable amount if the asset’s carrying amount is greater than
its estimated recoverable amount. Gains and losses on disposals are determined by
comparing proceeds with carrying amount. These are included in profit or loss. When
revalued assets are sold, it is group policy to transfer any amounts included in other
reserves in respect of those assets to retained earnings.
Trade and other payables
These amounts represent liabilities for goods and services provided to the company
prior to the end of the financial year which are unpaid. The amounts are unsecured and
are usually paid within 30 days of recognition. Trade and other payables are presented
as current liabilities unless payment is not due within 12 months after the reporting
period. They are recognised initially at their fair value and subsequently measured at
amortised cost using the effective interest method.
Annual Report 2022
Parent company financial statements
63
Note 2 Revenue from contracts with customers
All revenues in Volue ASA is revenue from group companies, related to billing of
overhead costs to subsidiaries.
Amounts in NOK 1000
2022
2021
Revenue from group companies
(billing of overhead costs to subsidiaries)
154
783
84
555
Public funding (SkatteFunn)
-161
161
Total employee benefit expenses
154
622
84
716
Note 3 Remuneration and employee benefit
Amounts in NOK 1000
2022
2021
Salaries
20 238
21 730
Social security contributions
1
804
1
875
Pension costs
231
192
Other benefits
2
122
Total employee benefit expenses
22
272
25
919
Average number of employees
2
3
Number of fixed employees in Volue ASA is as disclosed above. In addition members
of the executive management team are employed in subsidiaries. Salary cost for
these employees are charged from subsidiaries to Volue ASA and recognised as
other operating expenses.
Note 4 Other operating expenses
Amounts in NOK 1000
2022
2021
Premises, service and office costs
2
148
1
994
Audit and other fees
1
564
40
515
Travelling costs, indirect
1
443
412
Sales and marketing costs
6
769
850
ICT costs
10
112
Operating costs, IC
18
756
10
073
Salary from Group-employees employed in subsidiaries
59
924
-
Other direct costs
57
560
7
127
Total other operating expenses
148
165
71
083
Remuneration to auditor
Statutory audit
1
800
1
218
Other assurance services
28
Tax advice
435
108
Other non-audit services
4
443
1
981
Total remuneration to auditor
6
678
3
335
Remuneration to auditor also include services related to equity transactions
Annual Report 2022
Parent company financial statements
64
Note 5 Income tax
Amounts in NOK 1000
2022
2021
Basis for payable tax
Profit (loss) before income tax
-310
506
928
Permanent differences
294
536
17 450
Basis for payable tax
-15
970
18 378
Effect of change in temporary differences
525
135
Effect of group contribution
14
368
Changes i deferred tax assets
1
079
-18 513
Basis for payable tax
0
0
Payable tax (22%)
0
0
Reconciliation of effective tax rate
Total pre tax income
-310
506
928
Tax based on current ordinary tax rate
-68
311
204
Effect of non deductible expenses
64
799
3 839
Tax effect of Group contribution
3
161
Tax on transaction costs related to share issue
0
0
Total tax expense
-351
4
043
Effective tax rate
0%
436%
The effective tax rate is impacted by the permanent differences.
Amounts in NOK 1000
2022
2021
Temporary differences
Fixed assets
-202
-679
RoU assets
150
132
Tax losses carried forward
15
445
14 367
Basis for deferred tax asset / (liability)
15
423
13 820
Deferred tax asset / (liability)
3
393
3 040
Note 6 Trade and other receivables
Trade receivables
Amounts in NOK 1000
2022
2021
Trade receivables from contracts with customers
160
728
90 392
Loss allowence
0
0
Total
160 728
90 392
Other receivables
Amounts in NOK 1000
2022
2021
Other receivables from subsidiaries
42
419
36
460
Other short-term receivables
8
523
6
196
Total
50 942
42 656
Total trade and other receivables
211
670
133
048
Note 7 Cash and cash equivalents
Amounts in NOK 1000
2022
2021
Total cash and cash equivalents
8
568
87 115
Restricted cash
962
763
Restricted cash are related to tax funds.
Annual Report 2022
Parent company financial statements
65
Note 8 Property, plant and equipment
Amounts in NOK 1000
Vehicles,
machinery and
equipment
RoU
buildings
and land
Total
Year ended 31 December 2021
Cost at 1 January 2021
3 224
9 072
12 297
Additions
3 485
3 485
Change in RoU
-
Cost at 31 December 2021
6
709
9 072
15 781
Accumulated depreciation at 1 January 2021
469
469
Depreciation
1 468
1 841
3 309
Change in RoU
-
Accumulated depreciation at 31 December 2021
1
937
1 841
3 778
Carrying amount at 31 December 2021
4
772
7 231
12 003
Amounts in NOK 1000
Vehicles,
machinery and
equipment
RoU
buildings
and land
Total
Year ended 31 December 2022
Cost at 1 January 2022
6
709
9
072
15
781
Additions
1 750
1 750
Change in RoU
-
Cost at 31 January 2022
8
459
9
072
17
532
Accumulated depreciation at 1 January 2022
1
937
1
841
3
778
Depreciation
1 944
1 808
3 752
Change in RoU
-
Accumulated depreciation at 31 December 2022
3
881
3 649
7 530
Carrying amount at 31 December 2022
4
578
5 424
10 002
Property, plant and equipment is recognised at historical cost less depreciation.
Depreciation is calculated using the straight-line method to allocate the cost or
revalued amounts of the assets, net of their residual values, over their estimated
useful lives as follows:
•
Buildings
25-40 years
•
Machinery
3-5 years
•
Vehicles
3-5 years
See
note 1
for the other accounting policies relevant to property, plant and equipment.
More information regarding right of use assets are presented in
note 10
Leases.
Annual Report 2022
Parent company financial statements
66
Note 9 Non-current receivables and investments
Amounts in NOK 1000
2022
2021
Loans to employees
23
243
27
276
Total non-current receivables and investments
23
243
27
276
The loans to key management personnel are related to purchase of shares in Volue
ASA and the shares are used as collateral according to the loan agreements. Interest
rate for the loans is not below the threshold for making the loan a taxable benefit. At
year end the interest rate was 2.3%.
Note 10 Leases
This note provides information for leases where the group is a lessee.
Amounts recognised in the balance sheet
The balance sheet shows the following amounts relating to leases:
Amounts in NOK 1000
2022
2021
RoU buildings and land
5
424
7
231
Total right-of-use assets
5
424
7
231
Current lease liabilities
1
813
1
760
Non-current lease liabilities
3
790
5
603
Total lease liabilities
5
603
7
363
Amounts recognised in the statement of income
The statement of income shows the following amounts relating to leases:
Amounts in NOK 1000
2022
2021
Depreciation RoU buildings and land
1
808
1
841
Total depreciation charge right-of-use assets
1
808
1
841
Interest expense
235
245
Annual Report 2022
Parent company financial statements
67
Note 11 Trade and other payables
Amounts in NOK 1000
2022
2021
Trade payables intercompany
59
464
16
276
Trade payables other
5
943
2
255
Total
65 407
18 531
Trade payables are unsecured and are usually paid within 30 days of recognition.
The carrying amounts of trade and other payables are considered to be the same as
their fair values, due to their short-term nature.
Note 12 Finance items
Amounts in NOK 1000
Note
2022
2021
Interest income
1
266
1
137
Currency exchange gains
1
884
2
684
Group contribution income
14
367
32
880
Total Finance income
17
516
36
700
Interest expense
309
230
IFRS 16 interest
235
245
Currency exchange losses
3
819
2
398
Impairment
14
283 048
Total finance cost
287
411
2
873
Net finance items
-269
895
33 827
Annual Report 2022
Parent company financial statements
68
Note 13 Share information
Amounts in NOK 1000
2022
2021
Ordinary shares
143
869 714
143 869 714
Share capital
57
548
57
548
Share premium
4
440 635
4 440 567
At 31 December 2022 there were 143 869 714 ordinary shares each with a par value
of NOK 0,40. They entitle the holder to participate in dividends, and to share in the
proceeds of winding up the company in proportion to the number of and amounts
paid on the shares held.
Changes in share capital
Amounts in NOK 1000
Share capital
Share premium
Share capital 1 January 2022
57
548
4 440 567
Transactions in own shares
68
Share capital at year end 2022
57
548
4 440 635
Dividends
There are no paid out dividends in 2022.
Major share holders
Amounts in NOK 1000
Number of
shares
% of major
shareholders
% of total
Country
Arendals Fossekompani ASA
86
316 779
77.29%
60.03%
Norway
The Northern Thrust Company
8
757 539
7.84%
6.09%
USA
State Street Bank and Trust Comp
3
544 251
3.17%
2.46%
USA
The Northern Thrust Company
3
435 209
3.08%
2.39%
USA
The Bank of New York Mellon SA
1
974 900
1.77%
1.37%
USA
State Street Bank and Trust Comp
1
670 246
1.50%
1.16%
USA
Citibank
1 565 800
1.40%
1.09%
USA
Obligasjon 2 AS
1
490 315
1.33%
1.04%
Norway
Ulefoss Invest AS
1
470 987
1.25%
1.02%
Norway
Havfonn Invest AS
1
456 790
1.24%
1.01%
Norway
Other shareholders (holding less than 1%)
32
186 898
22.33%
Total all shareholders
143
869 714
100.00%
100.00%
Annual Report 2022
Parent company financial statements
69
Note 14 Subsidiaries
The Volue Group is a part of the Arendal Fossekompani (AFK) Group and are
included in the consolidated financial statements. Volue Group are required to follow
the AFK reporting processes during both monthly closing and year end closing.
Subsidaries
Company
Ownership
held by the
group
Domicile
Head-
quarters
Book
value
Volue Technology AS
100.00%
Norway
Trondheim
2
708 918
Volue Market Service AS
100.00%
Norway
Arendal
122
087
Volue IoT AS
94.76%
Norway
Arendal
170
012
Volue Insight AS
100.00%
Norway
Arendal
873
197
Volue Germany GmbH
(former Likron GmbH)
100.00%
Germany
München
156
012
Volue Energy GmbH
(former Procom GmbH)
100.00%
Germany
Aachen
35
214
Total book value
4 065 439
Impairment of financial assets
Amounts in NOK 1000
At Cost
Impairment
Book value
Shares in Volue ASA
2
991 966
283 048
2 708 918
Volue ASA owns all the shares in Volue Technology AS. The assets in Volue ASA are,
beside cash, are shares in subsidiaries. The market cap for Volue ASA is used for
valuation principp, and by using market value at 31.12 this indicate an impairment of
the shares in subsididaries. By using the market value at 31.12 an impairment of 283
MNOK of the shares in Volue Technology AS has been done.
Annual Report 2022
Parent company financial statements
70
Note 15 Related parties
At year end Arendal Fossekompani (AFK) owned 86.316.779 shares, representing 60% of the
total number of shares in Volue.
Board of Directors compensation 2022 and number of shares owned 31 December 2022
Amounts in NOK 1000
Name
Title
Board of
Directors
remunerated
Number of
shares in
Volue
Ørjan Svanevik
Chairman
-
7
500
Henning Hansen
Member of Board
300
42
857
Lars Peder Fosse Fensli
Member of Board
-
17
000
Christine Grabmaier
Member of Board
403
-
Ingunn Ettestøl
Member of Board
-
6
187
Annette Petra Maier
Member of Board
501
11
000
Anja Eva Schneider
Member of Board
501
-
Knut Ove Blichner Stenhagen
Employee - Elected Board member
80
6
946
Vija Pakalkaite
Employee - Elected Board member
60
102
Kjetil Kvamme
Employee - Elected Board member
80
-
Jens Dalsgaard
Deputy Employee - Elected Board member
121
-
Name
Title
Fixed
salary
Paid
bonus
Pension
Other
benefits
Number
of shares
in Volue
Loan
from
Volue
Trond Straume
CEO
4
140
2
000
49
242
547
401
9
312
Arnstein Kjesbu
CFO
2
704
625
49
167
337
890
5
587
Ingeborg Gjærum
COO
1
900
375
80
20
85
714
1
489
Melanie Abt*
CCO
1
305
631
150
94
-
-
Richard Schytte
VP Sales No
1
410
817
80
22
-
-
Jörg Liendhart**
CTO
741
667
-
28
-
-
Colm McCarthy***
CPO
1
284
880
-
54
-
-
Frode Solem
EVP Infrastructure
1
724
281
231
29
128
571
2
235
Kim Steinsland
EVP IIoT
1
648
94
71
29
171
429
2 980
Stefan Zähringer
VP Sales EU
1
490
390
-
136
-
-
Håvard Pedersen
CDO
1
401
-
218
34
1 193
-
*
Melanie Abt started in the Group June 2022
and left the company in December 2022
**
Jörg Liendhart joined the Group in September 2022
*** Colm McCarthy joined the Group in May 2022
The CEO’s period of notice is six months, with a period of pay of 12
months after termination of employment if the CEO is dismissed by the
company. The other members of the Group Executive have a period of
notice of six months.
Guidelines for pay and other remuneration of
the executive management
The purpose of Volue’s compensation and benefits policy is to attract
personnel with the competence that the Group requires, develop
and retain employees with key expertise and promote a long-term
perspective and continuous improvement supporting achievement
of Volue’s business goals. The general approach adopted in Volue’s
policy is to pay fixed salaries and pensions in line market prices, while
offering variable pay linked to results for bonus and long term incentive
plan for share incentive program. (LTIP)
a. Fixed elements
b. Variable elements – annual bonus
Executives in Volue participate in the Group’s central annual
bonus program. The program has a maximum ceiling of 50% of the
executive’s fixed salary. The basis for bonus payments is based
on financial targets and performance strategic KPI’s.
A “good
performance” has been defined as the achievement of results in line
with externally communicated financial targets.
In addition, the Group has share-based incentive programs described
in (c) below and a share option programs for key employees described
in (d) below.
Annual Report 2022
Parent company financial statements
71
c. Shared incentive program
On 13 October 2020, the Board of Directors of the Company resolved to establish
a share incentive program for key employees of the Company. The share incentive
program is based on a structure in which certain members of the Company’s
Management and management of the Portfolio Companies are offered the
opportunity to subscribe for Shares at a discounted rate, and where the Company
will provide partial financing of their subscription of Shares under the share
incentive program. The total number of Shares included in the share incentive
program is 1,821,429. As part of the share incentive program, the key employees
purchased Shares at a discount of 30% of the trading price of the Shares, subject
to a lock-up undertaking of 36 months following the date of the purchase of the
Shares. The company has provided loan financing for up to 75 % of the purchase
price of the Shares under the share incentive program, for a total of up to NOK 36
million. The lookup period ends in October 2023.
d. For further information, see separate remuneration report publised at the
companys website and Note 5 in the consolidated financial statements. The
amended guidelines for remuneration of leading persons in the Volue group
including the establishment of the share option plan was approved by the
shareholders at the 2021 extraordinary general meeting. The share option plan
is based on a structure in which the Company’s senior management and certain
other key employees are granted share options in the Company. Each share
option carries the right to acquire one share in the Company. The total number
of share options that may be issued under the plan is 2,397,747 for the first-year
grant of options and 2,867,621 for the second-year grant of options. The share
options vest three years after the date of grant (service condition) and will lapse if
not exercised within seven years following the date of grant. For the share options
to vest, a minimum average share price development of 4.5% p.a. is required
(performance condition). Upon any exercise of share options, the Company may
settle its obligations by selling the relevant number of shares or by payment in
cash.
The share option plan has been treated as an equity-settled plan under IFRS. The
strike price of the share options will be based on the volume weighted average
share price over the ten last trading days preceding the grant date. The total profit
each option holder may achieve shall be limited to 300% of the fair market value of
the share at grant.
Note 15 Related parties cont.
e. Related parties
In 2022, the year board member Henning Hansen has delivered consulting
services to the company. Through his fully owned company, Hepe Consulting
AS, it has been invoiced NOK 92.143,- ex. VAT to Volue ASA. All related party
transactions have been carried out as part of the normal course of business and at
arm’s length.
Expenses arising from share-based payment transactions
Total expenses arising from share-based payment transactions recognized during
the period as part of employee benefit expense were as follows (in NOK 1000):
2022
2021
Expense of options issued under employee share option plan
9
100
0
Total expenses
9
100
0
Annual Report 2022
Parent company financial statements
72
Note 16 Contingent liabilites
The company had no contingent liabilities at 31 December 2022.
Note 17 Subsequent events
There have been no material events subsequent to the reporting period that might
have a significant effect on the parent company financial statements.
Note 18 Other gains/losses
Related to purchase of Likron GmbH there was used a seller credit related to the
share issue. Earn-out 2020 and 2021 are based on Likron reaching threshold
revenue targets indicating ARR growth. Payment based on 60 % cash and 40 %
shares based on full earn-out. Based on the performance above expectations in
2021 the total earn-out payment has increased with 17 304 TNOK. The increase
in earn-out was recognised in the profit and loss as other losses. In addition to the
consideration disclosed above, the sellers was entitled to a deferred consideration to
be paid if the current management stayed in their position until the end of 2022. The
sellers were employed in their position as of 31.12.2022. The deferred consideration
has thus been be recognised as other gains/losses in 2022. The deferred
consideration amounted to NOK 21.0 million (EUR 2.0 million)
Annual Report 2022
Parent company financial statements
73
Note 19 Intercompany loans
Amounts in NOK 1000
2022
2021
Loan to Volue Germany GmbH (former Likron GmbH)
-
7
975
Short-term loan to Volue Industrial IoT AS
16
000
Short-term loan to Volue Technology AS
18
000
Total intercompany loans
34
000
7
975
Note 20 Current liabilities and provisions
Current interest-bearing liabilities
Amounts in NOK 1000
2022
2021
Due to Volue Market Services AS
30
000
Due to Volue Energy GmbH (former ProCom GmbH)
4
364
Total current interest-bearing liabilities
34
364
Provisions
Amounts in NOK 1000
2022
2021
Sellers credit related to Volue Germany GmbH (former Likron GmbH)
60
431
57 253
Other current liabilities
Amounts in NOK 1000
2022
2021
Sellers credit related to Volue Energy GmbH (former ProCom GmbH)
3
718
9
278
Other taxes, VAT and dues payable
1
322
1
052
Other current liabilities
37
971
8
221
Total other current liabilities
43
011
18 551
Annual Report 2022
Parent company financial statements
74
Ørjan Svanevik
Chairman of the Board
Lars Peder Fensli
Board Member
Ingunn Ettestøl
Board Member
Henning Hansen
Board Member
Christine Grabmair
Board Member
Kjetil Kvamme
Board Member
Knut Ove Stenhagen
Board Member
Annette Maier
Board Member
Anja Schneider
Board Member
Vija Pakalkaite
Board Member
Trond Straume
Chief Executive Officer
Responsibility statement from the Board of Directors
and Chief Executive Officer
We confirm that, to the best of our knowledge, the consolidated financial statements
for the period for 2022 have been prepared in accordance with IFRS and applicable
additional disclosure requirements in the Norwegian Accounting Act, and that
the financial statement of the parent company for 2022 have been prepared
in accordance with the Norwegian Accounting Act and Norwegian accounting
standards, and that the accounts give a true and fair view of the group and the
company’s consolidated assets, liabilities, financial position and results of the
operations per 31 December 2022. We also confirm to the best of our knowledge,
that the Director’s report provides a true and fair view of the development and
performance of the business and the position of the group and the company
including description of key risks and uncertainty factors pertaining to the group
going forward.
75
PricewaterhouseCoopers AS, Kystveien 14, NO-4841 Arendal
T: 02316, org. no.: 987 009 713 MVA, www.pwc.no
Statsautoriserte revisorer, medlemmer av Den norske Revisorforening og autorisert regnskapsførerselskap
To the General Meeting of Volue ASA
Independent Auditor’s Report
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Volue ASA, which comprise:
•
the financial statements of the parent company Volue ASA (the Company), which comprise
the balance sheet as at 31 December 2022, the statement of income, statement of other
comprehensive income, statement of changes in equity and statement of cash flows for the
year then ended, and notes to the financial statements, including a summary of significant
accounting policies, and
•
the consolidated financial statements of Volue ASA and its subsidiaries (the Group), which
comprise the consolidated balance sheet as at 31 December 2022, and the consolidated
statement of income, statement of other comprehensive income, statement of changes in
equity and statement of cash flows for the year then ended, and notes to the financial
statements, including a summary of significant accounting policies.
In our opinion
•
the financial statements comply with applicable statutory requirements,
•
the financial statements give a true and fair view of the financial position of the Company as at
31 December 2022, and its financial performance and its cash flows for the year then ended in
accordance with International Financial Reporting Standards as adopted by the EU, and
•
the consolidated financial statements give a true and fair view of the financial position of the
Group as at 31 December 2022, and its financial performance and its cash flows for the year
then ended in accordance with International Financial Reporting Standards as adopted by the
EU.
Our opinion is consistent with our additional report to the Audit Committee.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our
responsibilities under those standards are further described in the
Auditor’s Responsibilities for the
Audit of the Financial Statements
section of our report. We are independent of the Company and the
Group as required by relevant laws and regulations in Norway and the International Ethics Standards
Board for Accountants’ International Code of Ethics for Professional Accountants (including
International Independence Standards) (IESBA Code), and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit
Regulation (537/2014) Article 5.1 have been provided.
2 / 6
We have been the auditor of the Company for 3 years from the election by the general meeting of the
shareholders on 26 November 2019 for the accounting year 2020.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial statements of the current period. These matters were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
The Group’s business activities are largely unchanged compared to last year.
We have not identified
regulatory changes, transactions or other event that qualified as new Key Audit Matters for our audit of
the 2022 financial statements. Furthermore,
Revenue over time from contracts with customers
and
Valuation of goodwill and intangible assets
have the same characteristics and risks as in the prior
year, and therefore continue to be areas of focus this year.
Key Audit Matters
How our audit addressed the Key Audit Matter
Revenue over time from contracts with
customers
In 2022
, revenue recognised over time from
contracts with customers constituted
NOK 9
60 014 thousand, equal to approximately
79
% of total operating revenues. NOK 109 095
thousand of revenue recognised over time is
accrued income form uncompleted contracts at
the
balance-sheet date. Revenue over time from
contracts with customers is recognized based on
expected final outcome. Assessments of total
contract cost, revenue and, if applicable, stage of
completion are updated on a regular basis.
There are several reaso
ns why we consider
revenue recognised over time to be a key audit
matter. The Group has a significant volume of
contracts where revenues are recognised over
time. Additionally, these contracts may have a
long duration and the allocation of contract
revenue
and costs is subject to management
judgement which may be complex. Furthermore,
management’s judgement affects several
significant financial statement line items, and thus
has a pervasive effect on the financial statement.
Notes 3 and 4
to the consolidated financial
statement,
and the accounting principles, include
additional information on the Group’s recognition
of revenue over time from contracts with
customers.
We obtained a sample of contracts and assessed
the accounting treatment against the Gro
up’s
accounting principles and
IFRS 15 Revenue from
contracts with customers
. We found that the
accounting treatment was consistent with the
content of the contracts and that accounting
principles were based on IFRS 15.
Through meetings with management and project
leader, including review of relevant
documentation, we tested whether the Group had
implemented controls to ensure that accounting
for revenue over time reflects management’s best
estimates with respect to total contract revenue,
cost, and if applicable stage of completion. We
found that controls had been implemented at
various levels of the organisation, and that the
controls included periodic meetings to review
open contracts.
Estimating project revenue and associated costs,
and if applicable calculating stage of completion
requires judgement. We performed various
procedures to assess whether management’s
judgements were reasonable, including:
•
Interviewed project leaders and
management challenging judgements made
with respect to project estimates.
Annual Report 2022
Independent auditor’s report
Independent auditor’s report
76
3 / 6
•
Compared expenses and hours incurred to
budgeted expenses and hours.
•
Compared actual outcome on completed
project against initial budget.
•
If applicable assessed whether stage of
completion on open projects corresponds to
amounts recognised in the financial
statements.
We found that assumptions used, and
judgements made by management were
reasonable. We further evaluated the disclosures
in note 3 and 4 and found them to be adequate
and appropriate.
Valuation of goodwill and intangible assets
On 31 December 2022
the carrying amount of
goodwill and intangible assets in the Group’s
financial statements was NOK 623 364 thousand,
equal to approximately 33% of total assets.
Goodwill and intangible assets with indefinite
economic life are tested for impairment at least
annuall
y. Impairment testing is performed at the
level of cash generating unit. When testing for
impairment, the carrying amount is compared to
the recoverable amount. The recoverable amount
is determined based on value in use or fair value
less cost of disposal.
On 31 December 2022, management’s
impairment assessment indicated that the
recoverable amount exceeded the carrying
amount for all cash generating units where
goodwill and intangible assets were recognised.
As a result, no impairment was recorded.
We fo
cused on valuation of goodwill and
intangible assets
because these
assets constitute
a significant share of the Group’s total assets
,
and
because calculation of the recoverable
amount
requires application of significant
judgement by management.
Refer to note 12 to the
consolidated financial
statements for further information on goodwill and
intangible assets, cash generating units and
impairment testing.
We obtained and gained an understanding of
management’s impairment assessment related to
goodwill and intangible assets. Our procedures
included an assessment of the valuation method
and whether key assumptions used by
management appeared reasonable based
on our
understanding of the business and industry of
each relevant cash generating unit. We also
traced data used in valuation models to
underlying documentation.
Based on our audit procedures we found that
valuation methods used were reasonable and
consi
stent with our understanding of the business
and industry. Our testing of data against
underlying documentation did not uncover
material exceptions. While we did not find
evidence to indicate that goodwill or intangible
assets were impaired, we note that the valuation
of cash generating units is sensitive to changes
in assumptions.
Lastly, we evaluated the information provided in
note 12 to the consolidated financial statements
where management describes the Group’s
goodwill and intangible assets and the results of
the impairment testing. We found that the
disclosures described management’s valuation of
goodwill and intangible assets appropriately.
4 / 6
Other Information
The Board of Directors and the Managing Director (management) are responsible for the information
in the Board of Directors’ report and the other information accompanying the financial statements. The
other information comprises information in the annual report, but does not include the financial
statements and our auditor’s report thereon.
Our opinion on the financial statements does not cover
the information in the Board of Directors’ report nor the other information accompanying the financial
statements.
In connection with our audit of the financial statements, our responsibility is to read the Board of
Directors’ report and the other information accompanying the financial statements. The purpose is to
consider if there is material inconsistency between the Board of Directors’ report and the other
information accompanying the financial statements and the financial statements or our knowledge
obtained in the audit, or whether the Board of Directors’ report and the other information
accompanying the financial statements otherwise appear to be materially misstated. We are required
to report if there is a material misstatement in the Board of Directors’ report or the other information
accompanying the financial statements. We have nothing to report in this regard.
Based on our knowledge obtained in the audit, it is our opi
nion that the Board of Directors’ report
•
is consistent with the financial statements and
•
contains the information required by applicable statutory requirements.
Our opinion on the Board of Director’s report applies correspondingly to the statements on Corp
orate
Governance and Corporate Social Responsibility.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation of financial statements that give a true and fair view in
accordance with International Financial Reporting Standards as adopted by the EU, and for such
internal control as management determines is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s and
the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless management either intends to
liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of
these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain
professional scepticism throughout the audit. We also:
Independent auditor’s report
cont.
Annual Report 2022
Independent auditor’s report
77
5 / 6
•
identify and assess the risks of material misstatement of the financial statements, whether due
to fraud or error. We design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The
risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
•
obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's and the Group's internal control.
•
evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.
•
conclude on the appropriateness of management’s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company's and the
Group's ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to d
raw attention in our auditor’s report to the related disclosures in the
financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the Company and the Group to cease to
continue as a going concern.
•
evaluate the overall presentation, structure and content of the financial statements, including
the disclosures, and whether the financial statements represent the underlying transactions
and events in a manner that achieves a true and fair view.
•
obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the group
audit. We remain solely responsible for our audit opinion.
We communicate with the Board of Directors regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide the Audit Committee with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with the Board of Directors, we determine those matters that were of
most significance in the audit of the financial statements of the current period and are therefore the
key audit matters. We describe these matters in our auditor’s report unless law or regulat
ion precludes
public disclosure about the matter or when, in extremely rare circumstances, we determine that a
matter should not be communicated in our report because the adverse consequences of doing so
would reasonably be expected to outweigh the public interest benefits of such communication.
6 / 6
Report on Other Legal and Regulatory Requirements
Report on Compliance with Requirement on European Single Electronic Format (ESEF)
Opinion
As part of the audit of the financial statements of Volue ASA, we have performed an assurance
engagement to obtain reasonable assurance about whether the financial statements included in the
annual report, with the file name Volue Annual Report 2022.zip, have been prepared, in all material
respects, in compliance with the requirements of the Commission Delegated Regulation (EU)
2019/815 on the European Single Electronic Format (ESEF Regulation) and regulation pursuant to
Section 5-5 of the Norwegian Securities Trading Act, which includes requirements related to the
preparation of the annual report in XHTML format, and iXBRL tagging of the consolidated financial
statements.
In our opinion, the financial statements, included in the annual report, have been prepared, in all
material respects, in compliance with the ESEF regulation.
Management’s Responsibilities
Management is responsible for the preparation of the annual report in compliance with the ESEF
regulation. This responsibility comprises an adequate process and such internal control as
management determines is necessary.
Auditor’s Responsibilities
For a description of the auditor’s responsibilities when performing an assurance engagement of the
ESEF reporting, see:
Arendal, 30 March 2023
PricewaterhouseCoopers AS
Lars Ole Lindal
State Authorised Public Accountant
Independent auditor’s report
cont.
Annual Report 2022
Independent auditor’s report
78
Annual Report 2022
Members of the Board
Members of the Board
The overall management of the Company is vested
in the Board of Directors and the Management.
In accordance with Norwegian law, the Board
of Directors is responsible for, among other
things, supervising the general and day-to-day
management of the Company’s business, ensuring
proper organisation, preparing plans and budgets
for its activities, ensuring that the Company’s
activities, accounts and asset management are
subject to adequate controls and undertaking
investigations necessary to perform its duties.
As of 30 March 2022, Volue’s board comprised
ten members, of which two are employee-elected.
Volue’s board is composed such that it is able to act
independently of any special interests.
79
Ørjan Svanevik (1966)
Chairman of the Board
Ørjan Svanevik was the Chief Executive Officer
of Arendals Fossekompani ASA from September
2019 to December 2022. Currently he is the
Managing Director at Oavik Capital. He has
extensive experience from various directorships
and executive management positions within a
wide range of industries. Svanevik held several
executive management positions prior to joining
Arendals Fossekompani ASA, including Chief
Operating Officer in Kværner ASA, Head of
M&A in Aker ASA and Chief Operating Officer in
the Seatankers group. Svanevik holds Master
og General Business from BI and MBA from
Thunderbird.
Chairman of the Board in Volue since: 2019
Elected until: 2023
Independent of Executive Management
Current Board positions: Chairman of the board
of directors of Oavik Capital AS and Oavik Invest
AS, Prai AS, EFD Induction AS and C.W. Downer
AS, and member of the board of directors of
NorgesGruppen ASA and NorgesGruppen
Finans Holding AS.
Number of shares in Volue ASA: 7,500
Board meetings attended in 2022: 11/11
Ingunn Ettestøl (1973)
Board Member
Ingunn Ettestøl has held the position as Chief
Sustainability Officer (CSO) in Arendals
Fossekompani ASA since September 2020.
Prior to that, she was Vice President of Business
Development in Arendals Fossekompani ASA
from 2017. Ettestøl has extensive experience
from the energy sector and has held several
management positions in Agder Energi AS and
Enova SF. She holds a PhD in Electrical Power
Engineering from NTNU and a Master degree in
Theoretical Physics from NTNU.
Board member since: 2020
Elected until: 2024
Independent of Executive Management
Current Board positions: Etcona AS (Chair) and
member of the board of directors of Arendals
Fossekompani’s Pensjonskasse
Member of: Audit Committee
Number of shares in Volue ASA: 6,187
Board meetings attended in 2022: 11/11
Annual Report 2022
Members of the Board
Lars Peder Fosse Fensli (1976)
Board Member
Lars Peder Fensli has been the Chief Financial
Officer of Arendals Fossekompani ASA since
April 2017. Prior to this, he held the position
as Chief Executive Officer of Markedskraft AS.
Fensli has more than 20 years of experience
from several board of directors positions and
executive management positions within a
wide range of industries. He holds a MSc in
Economics and Business Administration from
Norwegian School of Economics (NHH).
Board member since: 2020
Elected until: 2023
Independent of Executive Management
Current Board positions: Chairman of the board
of directors Alytic AS, member of the board of
directors Vergia AS, Appsens AS, Ørshall AS
Chair of the Audit Committee
Number of shares in Volue ASA: 17,000
Board meetings attended in 2022: 11/11
Christine Grabmair (1979)
Board Member
Christine Grabmair has been the Head of
Customer Solutions of E.ON Digital Technology
GmbH, Germany since April 2019. She has
18 years of experience from the industrial
and technology industries, including as Chief
Information Officer at Components Technology
at thyssenkrupp AG. Grabmair holds a diploma
in Business Administration and a MSc in
Information Systems.
Board member since: 2021
Elected until: 2024
Independent of Executive Management and the
company’s main shareholder
Number of shares in Volue ASA: 0
Board meetings attended in 2022: 07/11
80
Henning Hansen (1965)
Board Member
Henning Hansen has more than 30 years’
experience from the software and technology
industry and has worked as a full time non-
executive Board member and owner of HEPE
Consulting AS since 2017. He previously held
the positions as Chief Executive Officer in
Norman ASA and Confirmit ASA, Vice President
of Gartner Norway and Oracle Norway, and IT
manager of Eltek ASA. Hansen has also served
as chairman of Apsis AB, and as a member of
the board of directors of Confirmit, Catalystone
AS, ENEAS AS, Software Innovation, Forsta,
GSGroup AS, Promon and Powel AS. Hansen
holds two bachelor degrees: a BBa from BI
Norwegian School of Management in Oslo and a
BSc from Oslo Ingeniørhøyskole.
Board member since: 2020
Elected until: 2024
Independent of Executive Management and the
company’s main shareholder
Current Board positions: Chairman of the board
of Norstat AS and Defendable AS and member
of the board of directors of Kabal AS.
Member of: Audit Committee
Number of shares in Volue ASA: 42,857
Board meetings attended in 2022: 11/11
Dr. Vija Pakalkaite (1982)
Board Member, elected by the employees
Vija Pakalkaite is the product manager for mid-
and long-term products at Insight by Volue.
Prior to joining Volue, she worked at market
intelligence company ICIS, Central Bank of
Lithuania, European Commission, as well as for
Bonnier Business Press. Pakalkaite holds a
PhD in political science, awarded by the Central
European University of Vienna/Budapest.
Board member since: 2021
Elected until: 2023
Number of shares in Volue ASA: 102
Board meetings attended in 2022: 07/11
Knut Ove Blichner Stenhagen (1985)
Board Member, elected by the employees
Knut Ove Blichner Stenhagen holds the position
as Head of Automation in Industrial IoT at
Volue. He has served as member of the board of
directors of Scanmatic AS, now Industrial IoT by
Volue, from 2014 and has held the position as
Head of Automation since January 2018. Prior
to this Stenhagen worked as a Development
engineer in Scanmatic (2012-2017) and a
Project Engineer at Siemens (2009-2012).
He holds a Master of Science in Engineering
Cybernetics from Norwegian University of
Science and Technology (2009).
Board member since: 2020
Elected until: 2023
Number of shares in Volue ASA: 6946
Board meetings attended in 2022: 11/11
Kjetil Kvamme (1966)
Board Member, elected by the employees
Kjetil Kvamme holds the position as Product
Manager in Power Grid at Volue and has been
with the company since 1995. Prior to this he
worked at an Electrical Utility in Tromsø as an
installer and later electrical engineer for six
years. Kvamme has previously served as Board
Member in
Powel AS from 2015 until 2021. He
holds a Master of Sciences in Applied Physic
from University of Tromsø.
Board member since: 2020
Elected until: 2023
Number of shares in Volue ASA: 0
Board meetings attended in 2022: 11/11
Annual Report 2022
Members of the Board
81
Anja Schneider (1976)
Board Member
Anja Schneider serves as Senior Vice President
and Chief Operating Officer (COO) globally
for the executive board area Technology &
Innovation at SAP, the world largest provider
and market leader in enterprise application
software. In this role she is responsible for the
operationalisation of development strategy
incl. planning, business transformation,
workforce strategy, portfolio management,
cloud operations as well as strategic customer
engagements. She brings more than 20 years
of experience in technology and business.
Schneider held various senior leadership
positions in the area of Sales, Go-to-Market
Strategy, strategic planning of IT landscapes,
integration, business model innovation as well
as extensive industry knowledge. Schneider
holds a Master in public management and
business from the University of Applied
Sciences - Public Administration and Finance
Ludwigsburg.
Board member since: 2021
Elected until: 2023
Independent of Executive Management and the
company’s main shareholder
Number of shares in Volue ASA: 0
Board meetings attended in 2022: 09/11
Annette Maier (1968)
Board Member
Annette Maier is Area Vice President Central
& Eastern Europe at UiPath, a leading provider
of automation and RPA (Robotic Process
Automation) and is responsible for the business
in the regions of Central and Eastern Europe.
Maier brings more than 20 years of experience
in management and sales in European
companies in the tech sector. Prior to her
position at UiPath, she was responsible for the
growth of the cloud business within the DACH
region at Google Cloud. She also spent six years
at VMware, where she most recently was Vice
President and General Manager in Germany, and
earlier Director Global Accounts at CEMEA and
led the Enterprise Account Team. Before that,
Maier spent more than six years in management
positions at Hewlett-Packard. She holds MBA in
business administration and economics at the
University of Cologne in Germany.
Board member since: 2021
Elected until: 2023
Independent of Executive Management and the
company’s main shareholder
Current Board positions: Compass Group
(member)
Number of shares in Volue ASA: 11,000
Board meetings attended in 2022: 07/11
Annual Report 2022
Members of the Board
82
Annual Report 2022
Alternative Performance Measures
Alternative Performance Measures
Basis for preparation
This presentation provides financial highlights for the quarter for Volue. The financial information is not
reported according to the requirements in IAS 34 and the figures are not audited.
Volue ASA presents alternative performance measures as a supplement to measures regulated by IFRS.
The alternative performance measures are presented to provide better insight and understanding of
operations, financial position and the basis for future developments.
The definitions of these measures are as follows:
•
Adjusted EBITDA:
In order to give a better representation of underlying performance, EBITDA is
adjusted with non-recurring items. Note that adjusted EBITDA does not include estimated one-off
loss of revenues due to the cyber-incident.
•
ARR:
Annual Recurring Revenues is defined as revenues from recurring contracts including software
as a service.
•
EBIT:
Profit/loss before tax and net finance cost.
•
EBITDA:
Profit/loss before tax, net finance cost, depreciation, amortisation and impairment.
Revenue growth adjusted for cyber-incident - The growth in revenue from a previous period,
after adjusting the 2021 numbers for estimated revenue loss from the cyber-incident (only relevant for
2021 figures).
•
SaaS:
Software as a service. SaaS revenues are defined as revenues from software & services
operated by Volue in the cloud.
•
Non-recurring items:
Items that are not part of the ordinary business, such as IPO related costs and
costs related to the cyber-incident (only relevant for 2021 figures). In addition, external costs related to
implementation of corporate back-office cloud-based systems (e.g. ERP), M&A related costs and costs
related to the share based remuneration schemes are considered non-recurring. In accordance with
IFRS IC agenda decision (Configuration or Customisation Costs in a Cloud Computing Arrangement)
from April 2021, these costs have not been capitalised, as they previously would have been.
Through digital platforms and innovative
solutions, we deliver services critical to
society for a cleaner, beer, and more
profitable future.
Chr. Krohgsgate 16
Postboks 9008
NO-0186 Oslo
Norway
info@volue.com
+47 73 80 45 00