Technology for a
sustainable tomorrow
Annual report 2023
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Annual Report 2023 Volue in brief
Volue in brief
Volue was established in March 2020 from four merged
companies. Since listing, Likron was acquired in 2020,
ProCom in 2021, and Enerim Oy’s Wholesale Markets
business in 2023. Volue transferred its listing from
Euronext Growth to Oslo Børs in May 2021.
Volue is a leading supplier of technology and
an enabler of the green transition. We offer
software, insight and services that lead the
European and Japanese markets’ transition
to robust and sustainable services critical for
society.
Our market-leading products optimise
energy production, trading, distribution and
consumption, as well as infrastructure and
construction projects. Our mission is to realise
a cleaner and more profitable future for our
2,500+ customers and the global society. Volue
has a growing customer base across Europe, the
Nordics and Japan.
Volue operates in three main fields: energy,
power grid, and infrastructure. Through
our analysis, planning operations, asset
management and monetisation, we create value
out of volatility. Our work directly facilitates
the green transition and increases revenues
for our customers – including utilities, large
multinationals, grid operators, and new market
entrants.
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
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Annual Report 2023 Volue in brief
Volue by numbers
800+
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
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Highlights 2023
• Operating revenues of NOK 1 464 million, 20 per cent overall
growth
• Adjusted EBITDA of NOK 267 million with a margin of 18 per cent
• EBITDA of NOK 208 million with a margin of 14 per cent
• Solid performance in ARR business, with steady growth in new
SaaS business
• Sales of strategic importance in all segments
• Strong traction in Japan adding to European footprint
Key figures
Amounts in NOK million and per cent
2023
2022
2021
2020
Operating revenues
1464
1,217
1,039
892
Adjusted EBITDA
267
203
214
197
Adjusted EBITDA margin (per
cent)
18%
17%
21%
22%
EBITDA
208
147
138
148
Operating profit
79
40
45
82
Ordinary profit for continued
operations
36
19
28
60
Operating cash flow from
continued operations
91
123
138
230
NIBD (negative denomination =
net asset)
391
-426
-382
-432
Equity
850
809
767
743
Equity ratio (%)
40%
43%
44%
50%
Annual Report 2023 Volue in brief
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Annual Report 2023 Leer from the CEO
Leer from the CEO
Through digital platforms and innovative solutions,
Volue delivers software and services critical to
society for a cleaner, better, and more profitable
future. 2023 saw this message told to audiences
new and old, from the Nordics, Europe and,
increasingly, within East Asia. We have developed
and delivered products and services that support
all market operators in taking part in the energy
transition. We have worked hard to lay the
groundwork for all participants to do so, and 2023
has seen this strategy come to fruition.
The work of my colleagues last year directly
supported our ongoing organic growth and
increased revenues, which in turn supported our
steadfast ambition: to become the number one
software and software-backed service provider to
the European energy system by 2030.
By focusing on the energy systems of tomorrow,
we are delivering growth and profitably for our
customers today.
Delivering on our goals and ambitions
I am pleased that this report illustrates that all our
I wrote in our 2022 annual report that our central ambition for 2023 was to continue the
growth of our revenues. I also made clear that we would increase our focus on profitability,
noting that we would introduce measures in order to deliver this. I am delighted that this
annual report illustrates the success of this strategy, and I greatly welcome the opportunity to
present the financial and operational highlights of last year.
ambitious goals have been met, a point that makes
me immensely proud. Volue has delivered on the
guidance of 15 percent long-term organic growth, and
we have grown the scalable ARR business in line with
our long-term targets. Our focus on new initiatives
steadily improved profitability and cash conversion in
2023, while we have continued to explore structural
growth opportunities, like the acquisition of Enerim
Oy’s Wholesale Markets business line.
I believe that 2023 was the first year since launch
that saw us truly harness available market
opportunities. All the opportunities are now there for
further growth, and we are ready to take them.
This
is an incredibly exciting prospect not only within the
next 12 months, but for the years ahead.
Our offering supports ongoing market
requirements
I have long emphasised to our stakeholders that
Volue continues to invest for scalable growth
and profitability. This investment has delivered a
product portfolio that has positioned the company
as a market leader in technologies and services that
meet the needs of market requirements.
With Volue Energy Market Services, we have
introduced and embraced cutting edge technology,
machine learning and algorithms. When paired
with our highly competent team, this continues to
optimise our customers’ assets while reducing risk
in the financial and physical power markets.
Our Energy Production Planning Software continues
to provide solutions for tomorrow’s challenges.
We support our customers with groundbreaking
software for automation of the entire value chain of
power production planning and energy trading.
With Power Grid, our software enables grid
companies to design, maintain, analyse and monitor
their grid in real-time. This cloud-based solution is
widely trusted to streamline work processes and
helps users deliver smarter, greener energy.
With Volue Energy Trading Software, we lead the
way with automated short-term energy trading of
power and gas. This is an innovative algo-trading
solution and quantitative trading strategies for spot
markets, which enhances business performance.
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And with our Insight by Volue platform, we offer
accurate and comprehensive fundamental and price
forecasts tailored for participants in the energy
markets. Whether it’s intraday, day ahead, or a more
long-term perspective, we’ve got you covered with
our Pan-European models.
Finances in focus
2023 was a year when intermittent renewables
were brought online at a speed that we had never
witnessed before. This in turn created more
volatility, increased transactions and new market
entrants, continuously increasing the demand for
our energy software offering.
The changes in the market can best be illustrated
by the number of algo-trades executed on the
Volue platform. Since listing, this has increased by
138 percent, from 21 million to 50 million in 2023.
The development from 2022 to 2023 is worth
highlighting. In this period, volatility significantly
decreased from the extremes of 2022, but the
number of algo trades on our platform increased
by 35 percent. This is a testament not only to our
ability to bring customers onto the platform, but also
the underlying movement in the market, which is
moving at greater speeds.
With that context in mind, we started the year
strongly by reporting operating revenues of NOK
339 million in the first quarter of 2023, an increase
of 19 percent from the first quarter of 2022. This
saw ARR and SaaS revenues increasing, illustrating
the initial benefits derived from our investment in
growth.
Annual Report 2023 Leer from the CEO
The second quarter saw us announce that annual
recurring revenues stood at NOK 236 million,
illustrating 25 percent growth compared to last
year. This represented our strongest growth in ARR
since listing. In the third quarter, our annualised
ARR base broke the barrier of NOK 1 billion, ending
at NOK 1,081 million in the quarter, representing an
important milestone for the company.
At the speed the markets are changing,
opportunities are opening up for our business
across the board, and our task is to pursue the
right ones. In order to do so, we will continue to be
focused, both organically and structurally.
Delivering an electrified future
Electrification serves as the cornerstone for
a sustainable future, revolutionising energy
with unmatched efficiency and environmental
advantages. Its importance has increased, driven
in part by global commitments to increased
sustainability, an understandable need for enhanced
energy security, and the aim to reduce carbon
emissions in the face of climate change.
Undoubtedly, a key driver for the success of this
shift will be the widespread adoption of renewable
energy sources, such as solar and wind power.
As electrification emerges as the primary avenue
toward a greener future, it will reshape our approach
to energy, while creating new opportunities for us.
Our work has played, and will continue to play, a
direct role in supporting this electrified future.
While significant strides were made in 2023, we
acknowledge that there is much more to come in the
years ahead. I am excited by that prospect.
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Energy Market Services and Energy
Production Planning Software
2023 saw us announce the acquisition of Enerim
Oy’s Wholesale Markets business line. This was
followed by the launch of our Energy Market
Services product line. Simply put, it has delivered a
Nordic market leader for software-backed services
in the renewables sector, positioned to be a leader in
Europe by 2030.
The launch and use of Smart Power was also widely
welcomed by the sector in 2023. This was our
biggest development project to date and illustrated
the culmination of years of hard work, working
together with some of Europe’s leading power
producers. Smart Power stands as a testament
not only to the value we place in optimising power
generation portfolios, but also to our resolute
dedication to sustainability and resource efficiency.
Annual Report 2023 Leer from the CEO
By acknowledging the pivotal role of automation
in enhancing and streamlining operational
processes, the use of Volue Smart Power illustrates
our unwavering commitment to empowering
energy producers, enabling them to maintain
their competitive edge. This transformative shift
will not only boost revenues for energy operators
throughout Europe and Japan, but will also play
a vital role in facilitating a sustainable transition
towards cleaner energy sources.
Looking to the future
We maintain our long-term ambition of NOK 2 billion
in revenues, including M&A, by 2025. With a strong
track record of success spanning several regions,
markets, and diverse product areas, we approach
this ambition with strong foundations for sustainable
and profitable growth. Taking into account our
prolonged cash flows and safeguards against churn,
Volue is well on its way to achieving this target.
All that remains for me to say is thank you. Thank
you for taking the time to read this year’s annual
report, thank you to my colleagues, and thank you to
our customers and stakeholders.
Trond Straume
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Annual Report 2023 Board of Directors’ report
Board of Directors’ report
Volue reported solid performance with strong growth and margin expansion for the full year 2023. The
Group delivered operating revenues of NOK 1,464 million (1,217 million) and adjusted EBITDA of NOK 267
million (203 million) with an adjusted EBITDA margin of 18 per cent. The Group delivered EBITDA of NOK
208 million (147 million) with an EBITDA margin of 14 per cent.
All product lines delivered strong operational
performance, and good sales closing during the
year. The Group is continuing to build a highly sticky
customer base and has since 2018 reported an
average yearly churn well below 2 per cent. Growth
and scalability are core to improving margins over
time, and Volue continues to strategically invest to
scale for further growth.
The growth in operating revenues of 20 per cent
year on year was driven by all segments, and organic
growth came in at 16 per cent. The Power Grid and
Infrastructure segments were stronger growth
contributors than in recent years. The Energy
segment grew at a rate of 22 per cent from 2022.
Expansion of the European footprint and growing
international activities are the main drivers for
growth through new markets and solutions such
as trading, optimisation, forecasting and analyses.
Annual recurring revenues reached NOK 987
million, a 29 per cent growth from 2022, while SaaS
revenues showed a 41 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. On 30 June 2023, Volue
assumed control of Enerim Oy’s Energy Service
division and created Volue Energy Market Services.
The entity is positioned to capture the growth
coming from new asset owners entering the power
production market. Volue Energy Market Services
will provide them with software-backed services
that enable them to participate in the market
sophistically, without having the size or capabilities
to do so themselves. The Enerim acquisition adds
a great platform for scaling this offering to Volue’s
existing software.
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 more than 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 the availability of core services
society relies on – energy, water and infrastructure.
Volue is headquartered in Oslo, Norway, with teams
based across more than 30 offices all over Europe
and in Japan, thereby enabling the Group to be
closely connected to its customers, markets, and
industries.
Industry segments
The business is organised into three main industry
segments: Energy, Power Grid and Infrastructure,
with eight product lines. During 2023, Scanmatic
(formerly Industrial IoT) was placed under strategic
review and consequently moved from the Energy
segment to Other segments and eliminations.
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
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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 22 per cent to NOK 744 million in 2023 (607
million in 2022), representing 51 per cent (50 per
cent in 2022) of the Group’s operating revenues.
Adjusted EBITDA increased to NOK 169 million i
2023 (173 million in 2022) with an adjusted EBITDA
margin of 23 per cent in 2023, compared to 28 per
cent in 2022. EBITDA decreased to NOK 103 million
in 2023 (136 million in 2022) with an EBITDA margin
of 15 per cent, compared to 22 per cent in 2022.
In 2022, the Energy segment enjoyed tailwinds
from non-recurring volatility-driven revenues,
coming from the extreme fluctuations in power
prices especially in the second half of the year.
When entering 2023, management clearly stated
to the market that these revenues were unlikely
to be replicated and were expected to decrease
with a magnitude in the region of NOK 60 million.
With 2023 concluded, the effect ended at NOK
55 million. The expected drop in non-recurring
revenues has been countered by a strong uplift in
ARR and SaaS, as well as a focus on operational
performance, enabling improvements in project
delivery and consultancy revenues. These efforts
have enabled the segment to deliver robust growth
in 2023, despite a tough comparable in 2022. The
non-recurring revenues in 2022 had strong inherent
profitability. Consequently, although decreasing
Annual Report 2023 Board of Directors’ report
11
compared to 2022, the adjusted EBITDA and
EBITDA margins reflect an improvement in the
underlying business that the company will continue
to develop when scaling the business.
Volue sees changes in the power market continuing
with uninterrupted force, increasing demand for
the Group’s services. Volue’s business outside
the Nordics 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 the European footprint
and growing international activities are the main
drivers for further growth through new markets and
solutions such as trading, optimisation, forecasting
and analyses.
Volue’s progress in Japan was especially
encouraging in 2023. The company started the
year with one customer of the Insight platform and
ended the year with more than 20. Volue’s go-to-
market strategy is to start by selling the Insight
platform and building on the relationships and
vendor reputation that the offering provides to
upsell the bigger enterprise solutions. By following
this strategy, Volue was able to close the first
optimisation agreement through the Smart Power
platform in Japan at the end of 2023.
Volue received the verdict from a legal dispute, as
disclosed on November 18th, 2023. The verdict,
which is final and cannot be appealed, requires
Volue to pay a settlement to the counterpart
following a dispute from 2021. The fourth-quarter
impact was NOK 57 million, of which NOK 50 million
was booked as other operating expenses and NOK
7 million was booked as other finance costs. The
expenses booked as other operating expenses are
classified as non-recurring. Consequently, there is
no impact on adjusted EBITDA in order to reflect the
performance of the underlying business. Of these
costs, NOK 7 million was interest from 2021, and
NOK 6 million were legal costs.
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 to Volue’s
offering across the value chain. Furthermore, Volue
sees significant growth coming from new asset
owners entering the power production market.
These players will be smaller in size, possess leaner
organisations and lack the capabilities to monetise
assets twenty four hours a day. For these players,
Volue offers its software with a service layer on top,
allowing them to sophistically participate in the
market through Portfolio management as a service.
In this context, the acquisition of Enerim’s energy
market division provides an excellent platform for
scaling this business and creates the undisputed
Nordic market leader, poised for European growth.
CAPEX levels in the Energy segment represent
approximately 9 per cent of operating revenues,
which is mainly composed of R&D investments.
Going forward, significant investments into new
products related to optimisation and trading
solutions are planned.
Annual Report 2023 Board of Directors’ report
Power Grid Segment
Operating revenue in the Power Grid segment
increased by 26 per cent to NOK 323 million in 2023
(254 million in 2022), representing 22 per cent (21
per cent in 2022) of the Group’s operating revenues.
Adjusted EBITDA increased to NOK 50 million in
2023 (12 million in 2022) with an adjusted EBITDA
margin of 16 per cent, compared with 5 per cent in
2022. EBITDA increased to NOK 43 million (3 million
in 2022) with an EBITDA margin of 14 per cent,
compared with 1 per cent in 2022.
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 a solid uplift in ARR level.
The bottlenecks in project delivery from 2022 were
alleviated in 2023, contributing to the improved
performance of the segment.
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 society is progressing,
creating new challenges and opportunities, and
Volue is in a strong position to capitalize on this
growth through its 50 years of asset and vendor
independent experience.
Volue aims to further expand its footprint in the
Power Grid segment through its market position in
the Energy segment.
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CAPEX levels in the Power Grid segment
represented approximately 14 per cent of operating
revenues in 2023 and are related to R&D. CAPEX
levels are expected to be steady 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 by 21 per cent to NOK 244 million in
2023 (201 million in 2022), representing 17 per
cent (17 per cent in 2022) of the Group’s operating
revenues. Adjusted EBITDA increased to NOK
45 million in 2023 (34 million in 2022), with an
adjusted EBITDA margin of 19 per cent, up from
17 per cent in 2022. EBITDA increased to NOK 63
million (27 million in 2022), with an EBITDA margin
of 26 per cent, compared with 14 per cent in 2022.
EBITDA is positively impacted by the divestment
of Fire & Chimney in 2023 by NOK 23 million which
is excluded from adjusted EBITDA to reflect the
performance of the underlying business.
Since listing in 2020, the focus for the Infrastructure
segment has been on shifting its business model
towards ARR and SaaS. Now being technically
completed, the progress became evident in the
reported numbers, in accordance with Volue’s
messaging in recent years. Growth in operating
revenues, ARR and SaaS were all ticking upwards in
2023, accompanied by uplift in profitability. Volue
will continue to invest in market expansions and is
pursuing further profitable growth in Scandinavia.
CAPEX levels in the Infrastructure segment
represented approximately 15 per cent of revenues
in 2023 and are expected to remain at this level
in the near term. 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 2023
New products and initiatives
The Group is working on several new initiatives,
such as Spark, which is 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.
Volue’s next-generation optimisation suite, Smart
Power, was launched in April 2023, and the solution
had great momentum during the year. Agreements
were made with significant customers in both the
Nordic home market and the European growth
market. In Japan, the solution attracted its first
deal, representing an increased product offering
in the country, following the proven market fit of
the Insight platform. Additionally, the solution was
brought live at multiple major producers in Europe,
fortifying Volue’s position in continental Europe
Annual Report 2023 Board of Directors’ report
Markets moving in Volue’s direction
The energy transition is upon us with full force, and
the growing reliance on weather-dependent energy
resources has increased volatility in European
energy markets. Although volatility in the power
markets has decreased following the extreme levels
from 2022, increased volatility is here to stay.
Energy security has risen to the top of agendas
across Europe, and governments are ready to
intervene in power markets to an extent unseen for a
long time. The REPowerEU plan shows 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 that will
bring sustained volatility for decades to come,
consequently driving demand for Volue’s solutions.
Important wins in all segments
Further to the progress made with the Smart Power
solution, The Insight platform closed 369 deals
in 2023. Given Volue’s strategy of building on
relationships with Insight customers and upselling
optimisation and trading solutions, this achievement
expands the foundation for growth.
The Power Grid segment closed ARR for 26 million
in 2023, adding to Volue’s robust foundation. Spark
– Volue’s initiative targeting Distributed Energy
Resources continued its momentum. Four power
grid operators have joined the Spark by Volue
partner ecosystem in 2023 to manage local grid
constraints by introducing incentives for grid-aware
charging of EVs, water heaters and batteries. In
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November, the largest Norwegian energy supplier
introduced Spark week-long smart charging advice
in its consumer app, and by the end of the year, 16
smart charging service providers have joined the
Spark journey.
The Infrastructure segment won 100 new logos in
2023, and the Construction product line has reached
90 customers in Sweden. Volue’s confidence in
global scalability for the segment keeps growing.
Despite no current strategic expansion plans
beyond the Nordic, the Infrastructure segment
now has customers in eight countries. With no
marketing activities outside the home market, this
is a testament to the inherent business value of the
products for the construction industry.
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 1,464 million, up from
NOK 1,217 million in 2022, which represents 20 per
cent growth. EBITDA was NOK 208 compared with
NOK 147 million in 2022. Volue had a profit for the
period of NOK 36 million compared to NOK 19 million
in 2022.
Earnings per share were NOK 0,25 in 2023
(2022 NOK 0,13 in 2022).
Cash flow
Net cash from operating activities was NOK 91
million in 2023 (2022 NOK 123 million). Net cash
used for investing activities in 2023 was NOK 579
(2022 NOK 140 million). Net cash from financing
activities was NOK 333 million (2022 NOK -45
million).
Financial position
The Board considers the Group’s cash and financial
position to be strong. The Group had a debt/
equity rato of 2,5 at year end. The debt ratio has
increased due to increased borrowings following the
acquisition done during the year.
Net interest-bearing debt was NOK 391 million
(2022 NOK -426 million) at year end, while total
assets were NOK 2.127 million (2022 NOK 1 865
million). Total equity attributable to shareholders
of the parent company as of 31 December 2023
amounted to NOK 850 million (2022 NOK 806
million). At the end of 2023, Volue had NOK 178
million (2022 NOK 318 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. Profit for the year was NOK
-1.012 million in 2023 (-310 million in 2022). The
2023 net loss includes NOK 995.0 million of
losses on financial assets due to the impairment
of Volue ASA’s investment in the subsidiary Volue
Technology AS and Scanmatic AS (See note 14 to
the Financial Statement for Volue ASA). The market
cap for Volue ASA is used for valuation principle,
and by using the market value at 31.12 this indicates
an impairment of the shares in the subsidiaries. The
2022 net loss includes NOK 283.0 million of losses
on financial assets due to the impairment of Volue
ASA’s investment in its subsidiary Volue Technology
AS. Net cash flow was NOK -2 million (2022 NOK -79
million) and the equity ratio was 88 per cent at year
end 2023 (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. 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
Annual Report 2023 Board of Directors’ report
14
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.
The Group’s software solutions and platforms are
subject to substantial external threats associated
with data security, such as risk of virus attacks,
attempts at hacking, social manipulation and
phishing scams. Furthermore, there is a risk that
the data and systems delivered to the Group by
third parties and in which the Group base the
development and the functionality of its software
solutions and platforms on are incorrect or
inadequate, that the rights to such third party data
is not secured sufficiently, or that such data and
systems contain failures, viruses or other defects
or errors, which could materially affect the quality,
functionality and use of the Group’s products and
services. Moreover, the Group’s business includes
also processing of sensitive information on behalf of
the Group’s customers such as critical infrastructure
data or personal data. Any failure to comply with
the applicable laws and regulations with regards to
processing of such data as well as the contractual
obligations towards the customers can lead to
significant financial implications such as customers’
indemnification claims, fines from public authorities,
etc.
The foreign exchange rate risk for the Group
relates to the fact that the Group’s business
transactions and operations are made in several
currencies, including the Norwegian krone and euro.
Unfavourable fluctuations in exchange rates 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 to ensure compliance with the internal
management framework and is also responsible for
handling external audits such as ISO certification
audit, etc.
Annual Report 2023 Board of Directors’ report
15
During 2023, the Group continued demonstrating its
commitment to effective risk management through
a series of strategic initiatives. These efforts
included migrating to the newest version (2022)
of the ISO/IEC 27001 standard for Information
Security, Cybersecurity, and Privacy Protection. The
implementation of this new version of the standard
has been externally audited and will be finalized
with the update of the ISO Certificate during 2024.
Additionally, the Group continued to focus on
embedding risk management practices throughout
the organization’s operations and processes,
including recently acquired companies. For that
reason, Volue has initiated the scope extension of
both ISO certificates (27001:2022 for information
security and 9001:2013 for quality) to the acquired
business in Finland. This scope extension is
expected to be confirmed during 2024. These
initiatives represent significant progress toward
the goal of maintaining a robust risk management
system that supports long-term success across all
business units.
Annual Report 2023 Board of Directors’ report
16
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 the balance sheet, to secure
long-term growth. For 2023, the Group capitalized
invested a total of NOK 204 million in R&D, up from
NOK 136 million in 2022, representing 14 per cent of
the revenues for the year (11 per cent in 2022).
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 2024, Volue is publishing its fourth annual ESG
report. The report is prepared in accordance with
the Global Reporting Initiative (GRI) Standards
framework, in addition to Section 3-3 of the
Norwegian Accounting Act regarding corporate
social responsibility and the Euronext Guidelines for
sustainability reporting.
The sustainability report describes Volue’s
performance in areas defined as material to the
Group, based on systematic stakeholder dialogue
and a materiality assessment conducted in 2021.
Focus areas for Volue include 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 2023. For further
information, refer to the ESG report 2023.
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 2023 the Group employed a
total of 825 people, and adjusting for part- time and
temporarily hired employees, this translates to 746
full-time equivalents.
Volue aims to 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
45 different nationalities. 61,5% of employees are
Nordic and 38,5% are non-Nordic.
Women represented 25% of Volue’s workforce
(permanent employees) in 2023. The executive
leadership team (ELT) had at year-end 2023 eight
male and one female members. The Board of
Annual Report 2023 Board of Directors’ report
17
Annual Report 2023 Board of Directors’ report
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 are 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 continues 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
conducts development talks, has introduced
training programmes for employees and carries 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 were
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
Group’s website under
reports and presentations
.
Further details about the 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 2023 is 3%, and Volue’s
goal is to keep absence at a minimum and to not
exceed a 4% absence rate. The labour turnover rate
was 9.2%, with 75 employees voluntarily leaving the
Group in 2023. There were no work-related injuries
in 2023.
Volue dedicates efforts to contributing to the
mental wellbeing of employees and facilities for a
secure physical and mental work environment for all
employees. In 2023, a stress management course
was held for all employees, and Volue dedicated
efforts to expand and increase the number of social
activities for employees. This includes gatherings
for all newcomers, and social events at all office
locations.
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 adhere to. In addition to ensuring that the
work is carried out safely this involves respecting
the freedom of association and not accepting any
form of forced labour, child labour or work-related
discrimination.
Volue will always align its conduct with
internationally renowned standards for human and
worker’s rights, such as the Human Rights Act and
OECD guidelines for multinational enterprises.
The Group established a new Code of Conduct in
2021 which includes rules with regards to business
18
Annual Report 2023 Board of Directors’ report
conduct, values, and ethics. In 2023 the company’s
legal team developed an online tool in an online
platform, to complete sessions related to the Code
of Conduct which was ready to be distributed in
the first quarter of 2024. 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 with the
Norwegian Transparency Act, Volue will focus on
mapping its business partners with regard to risk of
breaches of human rights and Compliance with the
Supplier Code of Conduct in 2023, and the results
will be made public on the Group’s website.
Volue has established an external whistle-
blowing channel that can be used for reporting
irregularities or breaches of the Code of Conduct.
Both employees and external stakeholders such
as suppliers, partners or investors can send
reports to the whistleblowing portal through both
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.
The Norwegian Transparency Act (Åpenhetsloven)
entered into force on July 1st 2022. The
Transparency Act requires enterprises to carry
out human rights due diligence in their own
business and value chain, publish an account of
the due diligence assessments, as well as provide
information upon request. In 2023 Volue focused its
efforts on mapping its business partners with regard
to the risk of breaches of human rights or decent
working conditions. Volue has made considerable
progress building up a solid foundation for the yearly
Transparency Act Report by mapping companies
and establish a risk assessment process, and will
continue moving forward with management of the
supply-chain and actual and potential human rights
impacts in the organisation, and will report within
30th of June 2024.
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
represent business opportunities rather than risks.
The opportunities are connected to customers
within the Energy, Power Grid and Infrastructure
market segments and include their operation of
existing physical assets and 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 come from company cars
and show an emission of 20tCO2 in 2023. Volue’s
emissions from Scope 2 come from electricity
and district heating from the offices and show an
emission of 223.6 tCO2 in 2023. These numbers
were calculated with a location-based approach.
Volue has included emissions from flights, mileage
allowance and train travel, as well as emissions from
waste in its Scope 3 calculations for 2023. This
shows emissions of 319 tCO2e in 2023, where 299.2
tCO2e comes from business travel and 19.8 tCO2 is
from waste. The climate accounting was updated
in 2023 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.
40.5% of the turnover is eligible, and 33.9% of the
total turnover is aligned. In 2024, Volue will continue
to work on increasing the share of aligned activities.
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
19
Annual Report 2023 Board of Directors’ report
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 into 143,869,714 shares at
year end 2023, 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
2023, the number of shareholders was 3,876. Refer
to the notes to the financial statements for further
information. Volue aims at informing all interested
parties about important events and the Group’s
developments through annual reports and quarterly
financial presentations, stock exchange notices and
other Group updates. Further information can be
found in the
investor section of Volue’s website.
Liability insurance
Volue holds 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.
20
Oslo, Norway, 4 April 2024
The Board of Directors and CEO
Volue ASA
Annual Report 2023 Board of Directors’ report
Benjamin Golding
Chairman
Christine Grabmair
Board Member
Lars Peder Fensli
Board Member
Ingunn Ettestøl
Board Member
Henning Hansen
Deputy Chairman
Kjetil Kvamme
Board Member
Knut Ove Stenhagen
Board Member
Annette Maier
Board Member
Anja Schneider
Board Member
Trond Straume
CEO
Dagmara Zellma
Board Member
Going concern
There have been no events to date in 2024
that
significantly affect the result for 2023
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 2023
have been prepared on the basis of this assumption
.
Outlook
In 2023, Volue continued delivering on its strategy of
international expansion. 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. Volue maintains
the following long-term guidance to the market
•
Annual long-term organic growth of 15 percent
•
Target of NOK 2 billion in revenues by 2025,
including M&A
•
Year-by-year increases of adjusted EBITDA
margin, cash conversion, share of ARR and SaaS
revenues
The Board wishes to thank all of Volue’s employees
for their continued dedicated
efforts, contributing
to Volue’s strong growth and achievements in 2023.
21
Annual Report 2023 Consolidated financial statements
Consolidated financial statements
Consolidated statement of income
22
Consolidated statement of other comprehensive income
23
Consolidated balance sheet
24
Consolidated statement of changes in equity
25
Consolidated statement of cash flows
26
Notes to the Consolidated Financial Statements
Note 1 Accounting principles
27
Note 2 Key sources of estimation uncertainty,
judgments and assumptions
30
Note 3 Segments
31
Note 4 Revenue from contracts with customers
33
Note 5 Remuneration and employee benefit
34
Note 6 Other operating expenses
37
Note 7 Income tax
37
Note 8 Inventories
38
Note 9 Trade and other receivables
39
Note 10 Cash and cash equivalents
39
Note 11 Property, plant and equipment
40
Note 12 Intangible assets
41
Note 13 Non-current receivables and investments
43
Note 14 Leases
44
Note 15 Trade payables and other current liabilities
44
Note 16 Financial risk and financial instruments
45
Note 17 Borrowings
48
Note 18 Finance items
50
Note 19 Share information
50
Note 20 Earnings per share
51
Note 21 New investments
52
Note 22 Subsidiaries
53
Note 23 Managment compensation and related parties
53
Note 24 Contingent liabilities
54
Note 25 Subsequent events
54
Note 26 Other income
54
Note 27 Climate risk
54
Annual Report 2023 Consolidated financial statements
22
Consolidated statement of income
For the year ended 31 December
Amounts in NOK 1000
Note
2023
2022
Operating revenues
3.4
Other revenues
26
Revenues
Materials and consumables used
3
Employee benefit expenses
3.5
Other operating expenses
3.6
Operating expenses
EBITDA
208 273
146 623
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
-14
-177
Basic earnings per share
20
Diluted earnings per share
20
Annual Report 2023 Consolidated financial statements
23
Consolidated statement of other comprehensive income
For the year ended 31 December
Amounts in NOK 1000
Note
2023
2022
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 benefit obligations
5
-1 920
Income tax relating to these items
-301
Items that will not be reclassified to statement of income
-1 498
Other comprehensive income/(loss) for the period, net of tax
Total comprehensive income/(loss) for the period
Attributable to equity holders of the company
Attributable to non-controlling interests
-8
-253
Annual Report 2023 Consolidated financial statements
24
Consolidated balance sheet
For the year ended 31 December
Amounts in NOK 1000
Note
2023
2022*
Assets
Non-current assets
Property, plant and equipment
11
Intangible assets
12
Pension assets
5
Non-current receivables and investments
13
Total non-current assets
Current assets
Inventories
8
Contract assets
4.16
Trade and other receivables
9.16
Cash and cash equivalents
10
Total Current assets
Total assets
Amounts in NOK 1000
Note
2023
2022*
Equity and liabilities
Equity
Share capital and share premium
Own shares
-7
-127
Retained earnings
-3 680 190
-3 701 795
Other reserves
Capital and reserves attributable to holders of the company
Non-controlling interests
Total equity
19,20
Non-current liabilities
Lease liabilities
14,16,17
Non-current loan
16, 17
Other non-current liabilities
17
Provisions
Deferred tax liabilities
7
Total non-current liabilities
Current liabilities
Borrowings
17
Lease liabilities
14, 16, 17
Trade and other payables
15, 16
Current tax liabilities
7
Contract liabilities
4
Provisions
4,15
Other current liabilities
4, 15
Total current liabilities
Total liabilities and equity
*Restated, see note 10
Oslo, Norway, 4 April 2024
The Board of Directors and CEO Volue ASA
Benjamin Golding
Chairman
Lars Peder Fensli
Board Member
Ingunn Ettestøl
Board Member
Henning Hansen
Deputy Chairman
Christine Grabmair
Board Member
Kjetil Kvamme
Board Member
Knut Ove Stenhagen
Board Member
Annette Maier
Board Member
Anja Schneider
Board Member
Trond Straume
CEO
Dagmara Zellma
Board Member
Annual Report 2023 Consolidated financial statements
25
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
Retained
earnings
Share based
remuneration
scheme
Cash flow
hedging
reserve
Foreign
currency
translation
reserve
Non-
controlling
interests
Total equity
Balance at 1 January 2023
-128
-3 701 796
-1 214
Profit/(loss) for the period
-14
Other comprehensive income/(loss)
Own shares
Purchase of shares from non-controlling interests
-15 505
-2 574
-18 079
Share based remuneration scheme
5
Balance at 31 December 2023
-7
-3 680 190
Balance at 1 January 2022
-92
-3 720 850
-15 130
Profit for the period
-177
Other comprehensive income
-1 422
-76
Other changes
Reclassification
-36
Share based remuneration scheme
5
Balance at 31 December 2022
-128
-3 701 796
-1 214
Annual Report 2023 Consolidated financial statements
26
Consolidated statement of cash flows
For the year ended 31 December
Amounts in NOK 1000
Note
2023
2022*
Cash flow from operating activities
Profit/(loss) before income tax
adjustments for:
Depreciation, amortization and impairment
11
,12
Net financial items
18
(Gain)/Loss from sales of assets
Total after adjustments to profit before income tax
Change in Inventories
-183
-9 651
Change in other current assets
-25 096
Change in other current liabilities
-152 281
Change in other provisions
-300
Change in employee benefits
-183
-717
Total after adjustments to net assets
Tax paid
-4 888
-16 477
Net cash flow from operating activities
Cash flow from investing activities
Interest received
Purchase of PPE and intangible assets
11,12
-38 847
-152 181
Capitalised development cost
12
-135 644
Proceeds from the sales of financial assets
12
Purchase of other investments
-13 451
Cash flow regarding loans to employees
13
-448
Payment for acquisition of subsidiary, net of cash acquired
21
-414 954
-53
Net cash flow from investing activities
-579 000
-139 925
*Restated, see note 10
Amounts in NOK 1000
Note
2023
2022*
Cash flow from financing activities
New long-term borrowings
17
Repayment of long-term borrowings
-3 031
Net change in bank overdraft
17
-10 736
Repayment of lease liabilities
17
-25 339
-26 046
Cash flow of repayment of loans
-1 271
Interest paid etc.
-41 224
-9 223
Transaction with non-controlling interests
-10 286
Cash Flow from Own Shares
Net cash flow from financing activities
-44 921
Net increase in cash and cash equivalents
-155 093
-62 238
Cash and cash equivalents at the beginning of the financial year
Effects of exchange rate changes on cash and cash equivalents
Cash and cash equivalents at end of year
Annual Report 2023 Consolidated financial statements
27
Note 1 Accounting principles
Organization
financial statements for financial year 2023 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 IFRS® Accounting Standards as adopted by the EU, as well as Norwegian
disclosure requirements pursuant to the Norwegian Accounting Act applicable as of 31
December 2023.
The consolidated financial statements were approved by the board of directors on
4 April 2024.
The consolidated financial statements will be submitted for adoption at the Annual
General Meeting scheduled for 14 May 2024. The board is authorised to amend the
annual and consolidated financial statements until final adoption.
transferred its shareholdings in four subsidiaries through contributions in kind to Volue.
AFK transferred the shareholdings to Volue.
The financial statements are presented in Norwegian kroner (NOK), which is the
functional currency of the parent company. All amounts disclosed in the financial
statements and notes have been rounded off to the nearest thousand NOK units unless
otherwise stated. The financial statements have been prepared using the historical cost
principle, except for the following assets, which are presented at fair value: Financial
instruments at fair value through profit or loss and financial instruments at fair value
through other comprehensive income.
The Group recognizes changes in equity arising from transactions with owners in the
statement of changes in equity. Other changes in equity are presented in the statement
of comprehensive income (total return).
Preparation of financial statements in accordance with IFRS requires the use of
assessments, estimates and assumptions that influence which accounting policies shall
be applied, and influence recognized amounts for assets and liabilities, revenues, and
costs. Actual amounts can deviate from estimated amounts. Estimates and underlying
assumptions are reviewed on an ongoing basis. Changes in accounting estimates
are recognized in the period in which they arise if they only apply to that period. If the
changes also apply to subsequent periods, the effect is allocated over the current
and subsequent periods. Areas with significant estimation uncertainties, and where
assumptions and assessments may have significantly influenced the application of the
accounting policies, are disclosed in Note 2.
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.
Notes to the Consolidated Financial Statements
For the year ended 31 December
Annual Report 2023 Consolidated financial statements
28
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).
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 recognizes 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 recognized
when that performance obligation is satisfied. Consequently, revenue is recognized 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.
Note 1 Accounting principles cont.
Annual Report 2023 Consolidated financial statements
29
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 recognized 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 recognized
from go-live over time on a straight-line basis over the contract period. The revenue
recognition is accrued at a monthly basis. Invoices are generated on a monthly or yearly
basis and most invoices are payable within 30 days. The type of contract is subscription
to a software or a service. Most SaaS contracts are automatic renewed every year for
one more year if not one part terminate the contract. This type of revenue is defined
as annual recurring revenue.
In combination with delivery of a software as a service
contract consulting services can be delivered, and revenue recognition occurs as
described under consulting revenues.
Maintenance 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 recognized at the time of delivery.
Transaction 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 recognized 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
Note 1 Accounting principles cont.
Annual Report 2023 Consolidated financial statements
30
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.
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 recognized 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.
Share-based compensation
For share-based compensation by equity instruments granted that do not vest until
the employee completes a specified period of service, it is assumed that the services to
be rendered as consideration for the equity instruments will be received in the future,
during the vesting period. Such services are accounted for as they are rendered by the
employee during the vesting period, with a corresponding increase in equity
.
Restricted cash
Previous year, restricted cash related to trading, which is a part of Volue Market
services business, been reported as Cash and other equivalents. From 2023 this kind of
restricted cash are reported as Other receivables. Numbers for 2022 are reclassified.
Note 1 Accounting principles cont.
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
The group determines whether goodwill is impaired at minimum on an annual basis.
Estimates of the Volue in use of the cash-generating units to which goodwill is
allocated. The group estimates future cash flows from the cash-generating units,
combined with discount rates based on industry standards. Changes in estimates
related to value in use for the goodwill resulted in no impairment for 2023. See
note 12 regarding the details in the assumptions and sensitivity in changes in these
assumptions. Due to the acquisition of Enerim in 2023 the goodwill has increased.
The valuation of goodwill was based on a Purchase price allocation performed by
an external third party. The valuation of the intangibles is done through a generally
accepted method, where the intangible assets are valued based on the appropriate
application of the Income, Market and cost approaches.
Note 2 continues on next page
Annual Report 2023 Consolidated financial statements
31
Note 3 Segments
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.
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, 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) these
costs have not been capitalized, as they previously would have been. In addition
the key performing indicators recurring revenue growth, recurring revenue (as
The group have revenues that mainly are recognized over time, and uses accruals
for revenue bookings based on the duration of the underlying contracts. Revenue
recognition on contract with fixed terms, based on total estimation of direct labour is
recognized based on estimated degree of completion.
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.
Note 3 continues on next page
Note 2 Key sources of estimation uncertainty, judgments and assumptions cont.
Annual Report 2023 Consolidated financial statements
32
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 2023
and 2022 are
presented below. The measurement basis of segment profit is net operating income.
Amounts in NOK 1000
Energy
Power
grid
Infra-
structure
Other
segments and
eliminations***
Total
Full year 2023
SaaS
265
942
26
004
107
757
-
399
702
Maintenance
180
488
153
605
90
710
-
424
803
Other revenue recurring
67
019
-
-
96
000
163
019
Revenues recurring = Total ARR
513
449
179
609
198
467
96
000
987
525
Revenues non-recurring
230
395
143
214
45
798
57
202
476
608
Other income
-
-
-
2
101
2
101
Non-recurring items *
-
-
23
115
-
23
115
Revenue from external customers
743
844
322 823
267 380
155 303
1 489 349
Materials and consumables used
32
132
63 990
36 332
68 975
201 429
Employee benefit expenses
398
970
155 102
115 597
59 857
729 526
Other operating expenses
143
362
53 700
47 141
30 766
274 969
Adjusted EBITDA*
169
379
50 031
45 195
2 806
267 410
Non-recurring items Personell
benefit expences
4 044
2 108
1 672
1 174
8 999
Non-recurring Other operating
expences**
62 097
4 663
3 698
2 794
73 252
EBITDA
103 238
43 259
62 939
-1 162
208 274
Depreciation and amortization
72
723
22 972
24 525
8 249
128 469
Impairment
-
-
-
-
-
Net operating income/(loss)
30
515
20 287
38 414
-9 411
79 805
Note 3 Segments cont.
Amounts in NOK 1000
Energy
Power
grid
Infra-
structure
Other
segments and
eliminations
Total
Full year 2022
SaaS
178
402
25
157
79
715
-
283
274
Maintenance
112
641
128
470
84
712
-
325
823
Other revenue recurring
60
278
-
-
96
000
156
278
Revenues recurring = Totale ARR
351
321
153
627
164
427
96
000
765
375
Revenues non-recurring
254
513
100
401
36
548
60
057
451
520
Other income
1
203
-
-
1
370
2
572
Total revenues and other income
607
037
254 029
200 976
157 427
1 219 468
Materials and consumables used
46
658
56 207
27 587
77 830
208 282
Employee benefit expenses
279
307
150 655
104 425
68 056
602 443
Other operating expenses
108
095
35 482
35 282
26 651
205 511
Adjusted EBITDA
172
977
11 684
33 681
-15 110
203 232
Non-recurring items Personell
benefit expences
25 050
2 111
1 674
1 265
30 100
Non-recurring Other operating
expences
11 797
6 150
4 878
3 685
26 509
EBITDA
136 131
3 423
27 129
-20 060
146 623
Depreciation and amortization
55
403
21 029
23 587
6 450
106 470
Impairment
-
-
-
-
-
Net operating income/(loss)
80
727
-17 606
3 542
-26 510
40 153
* 23 MNOK of the amount reported as Other income in the Consolidated statement of income, relates to sale of the product line Fire & Chimney within the Infrastructure segment. In the segment report, the sale is reported as
Non-reccuring items and is not included in Adjusted EBITDA. See note 26 for further information.
**Segment Energy: Volue received the verdict from a legal dispute, as disclosed on November 18th, 2023. The verdict, which is final and cannot be appealed, requires Volue to pay a settlement to the counterpart follow-
ing a dispute from 2021. In 2023, NOK 50 million was booked as non-recurring expenses. Consequently, there is no impact on adjusted EBITDA in order to reflect the performance of the underlying business. In addition,
NOK 7 million regarding acquisition of Enerim has been treated as non-recurring expenses.
***Scanmatic AS has been reported as Other segments and eliminations.
Annual Report 2023 Consolidated financial statements
33
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 per cent 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
Other
segments
and
eliminations
Total
2023
Segment revenue
742
452
322 823
244 265
154 593
1 464 133
Other income *
-
-
-
2
101
2 101
Revenue from external customers
743
843
322 823
244 265
155 303
1 466 234
Timing of revenue recognition
Other revenue recurring ARR
43
122
-
-
-
-
Consulting
2 946
-
-
-
-
Other revenue non-recurring
47
521
-
-
-
-
At a point in time
93
589
-
-
-
93
589
Over time
650
254
322 823
244 265
155 303
1 372 645
Total
743 843
322 823
244 265
155 303
1 466 234
2022
Segment revenue
607
037
254 029
200 976
157 427
1 219 468
Revenue from external customers
607
037
254 029
200 976
157 427
1 219 468
Timing of revenue recognition
Other revenue recurring ARR
39
392
-
-
-
39 392
Consulting
1 556
-
-
-
1 556
Other revenue non-recurring
84
382
-
-
-
40 948
At a point in time
125
330
-
-
-
125
330
Over time
481
707
254 029
200 976
157 427
1 094 138
Total
607 037
254 029
200 976
157 427
1 219 468
* se note 3 for futher information.
Note 4 continues on next page
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
2023
2022
Norway
909 980
849 570
Europe
577 200
367 734
Rest of the world
2
169
2 165
Operating revenues
1
489 349
1 219 468
Overview of non-current asset per geography
Amounts in NOK 1000
2023
2022
Norway
685
134
562
433
Sweden
2
997
3
442
Denmark
1
501
1
341
Finland
389
244
325
Germany
232
335
218
983
Japan
16
-
Poland
1
127
1
170
Total non-current assets
1
312 354
787 695
Note 3 Segments cont.
Annual Report 2023 Consolidated financial statements
34
Note 5 Remuneration and employee benefit
Amounts in NOK 1000
2023
2022
Salaries
730 054
635 776
Social security contributions
95
202
79 335
Pension costs
38
491
33 437
Capitalised development cost
-148
799
-136 340
Share-based payment (IFRS2)
10
831
9 100
Other benefits
12
746
11 236
Total employee benefit expenses
738
525
632 543
Average number of employees
789
736
Note 5 continues on next page
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 on the next page shows the amounts of
contract assets and contract liabilities at year end related to ongoing projects.
Amounts in NOK 1000
2023
2022
Trade receivables
386
084
390
863
Contracts with at-delivery billing
Booked income
58
518
53
597
Payments recieved
18
584
Contract assets
58
536
54
181
Contracts with advance billing
Payment received
13
152
20
912
Booked income
6
351
10
498
Contract liabilities
19
503
31
411
Net contract assets/-liabilities
39
033
22
771
Booked income from uncompleted contracs per 31.12
Booked accrued income per 31.12
113
690
109
095
Booked accrued expences per 31.12
-107
251
-112
540
Reported margin per 31.12
6
439
-3
445
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 recognized 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
2023
2022
Balance at 1 January
16
963
31
118
New provisions made
13
500
4
145
Realized losses during the period (-)
-16
963
-18
300
Balance at 31 December
13
500
16
963
Note 4 Revenue from contracts with customers cont.
Annual Report 2023 Consolidated financial statements
35
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.
Note 5 continues on next page
Amounts in NOK 1000
2023
2022
Present value of funded liabilities
20
928
22 012
Fair value of pension assets
-28
359
-27 891
Present value of net liabilities
-7
431
-5 879
Of which presented as pension assets
7
431
5 879
Change in recognised net liability for defined-benefit pensions
Net funded defined-benefit pension liability as at 1 January
-5
878
-7 648
Paid-in contributions
-3
181
3 383
Paid out from the scheme
-
-
Actuarial (gains) losses from other comprehensive income
1
369
-1 920
Costs of defined-benefit schemes
259
307
Net liability for defined-benefit schemes as at 31 December
-7
431
-5 878
Costs recognised in the income statement
Costs relating to this period’s pension entitlements
-
22
Interest on the liabilities
634
403
Expected return on pension plan assets
-816
-552
Recognised employers’ contributions
441
434
Effect of partial discontinuation of Board pensions
-
-
Expenses from defined benefit plans
259
307
Costs of defined-contribution pension schemes
38
232
33 129
Net interest on pension liabilities transferred to finance
Total pension costs
38
491
33 437
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 2,397,229 for
the first-year grant of options and 2,867,621 for the second-year grant of options and 2
397 747 for the third-year grant.
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:
2023
2022
Average
exercise
price per
share option
Number of
options
Average
exercise
price per
share option
Number of
options
As at 1 January
48.46
4
331 439
56.10
1 781 085
Granted during the year
17.61
2
633 497
28.99
2 658 229
Exercised during the year
-
-
-
-
Forfeited during the year
28.99
287
875
56.10
107 875
As at 31 December
30.86
6
677 061
48.46
4 331 439
Vested and exercisable at 31
December
-
-
-
-
No options expired during the periods covered by the tables above.
Annual Report 2023 Consolidated financial statements
36
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
2023
Share options
31 December
2022
21-Dec-21
20-Dec-28
56.10
1 531 085
1 673 210
19-Dec-22
18-Dec-29
28.99
2 748 229
2 658 229
4-Dec-23
3-Dec-30
17.61
2 397 747
-
Total
6 677 061
4 331 439
Weighted average remaining contractual life of options
outstanding at end of period
5,95 years
6.58 years
Name
Title
Share options
31 December
2023
Share options
31 December
2022
Trond Straume
CEO
1
149 389
789 727
Arnstein Kjesbu
CFO
718
602
473
836
Ingeborg Gjærum
COO
407
875
257
875
Richard Schytte*
CCO
200
000
90
000
Jörg Liendhart**
CTO
267
875
157
875
Frode Solem
EVP Infrastructure
330
000
200
000
Kim Steinsland
EVP Scanmatic
150
000
150
000
Håvard Pedersen
CDO
260
000
150
000
2023
2022
Expense of options issued under employee share option plan
10
831
9100
Total expenses
10
831
9100
Fair value of options granted
The assessed fair value at grant date of options grated during the year ended 31
December 2023 was 5,28 NOK
per option (2022 – NOK 7,6). 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 2023
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 17.61 (2022 – 28.99)
c) Grant date:
04 December 2023 (2022 – 19 December 2022)
d) Expiry date: 03 December 2030 (2022 – 18 December 2029)
e) Share price at grant date: 17,61 (2022 – 28,99)
f) Expected price volatility of the company’s shares: 40% (2022 – 40%)
g) Expected dividend yield: 0.00% (2022 – 0.00%)
h) Risk-free interest rate: 4.1% (2022 – 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 expense were as follows (in NOK 1000):
For the share-based incentive program no new shares has been issued during 2023.
The share incentive programme was only applicable in 2020 and no new shares has
been purchased since 2023. The shares in the program were under lock-up until
October 2023. For further information see remuneration report.
Annual Report 2023 Consolidated financial statements
37
Note 6 Other operating expenses
Amounts in NOK 1000
2023
2022
Contractors
54 105
2 734
Maintenance property, plant and equipment
342
414
Premises, service and office costs
72
410
38 022
Audit and other fees
49
254
85 373
Company cars, lifts and trucks
684
3
131
Communication cost
5
754
4 988
Travelling costs
16
803
19 004
Sales and marketing costs
19
978
15 380
Manufacturing indirect costs
2
144
5 849
Insurances
4 308
1 744
ICT costs
42
207
14 903
Realized bad debts
5
265
17
Other operating costs
67
870
41 760
Total operating expenses
341
123
233 319
Remuneration to auditor
Statutory audit
5
205
4 165
Other assurance services
304
162
Tax advisory
217
575
Other non-audit services
2
103
5 757
Total remuneration to auditor
7
829
10 660
Remuneration to auditor also include services related to equity transactions.
Note 7 Income tax
The tax rate was 22% in 2022 and 2023. The 22% tax rate was used to calculate
Deferred tax assets and Deferred tax liabilities as at 31 December 2023. Tax loss carry
forward are related to Volue ASA, Volue Market Services AS and Scanmatic AS.
Amounts in NOK 1000
2023
2022
Tax payable on ordinary income
32
931
23 161
Adjustment for previous years
-1
089
-3 008
Current tax expense
31
842
20 153
Effect of change in temporary differences
-5
276
-3 074
Total deferred tax expense
-5
276
-3 074
Total tax expense in the income statement
26
567
17 078
Reconciliation of effective tax rate
Profit / (loss) before income tax
62
596
36 244
Tax based on current ordinary tax rate
13
771
-48 737
Effect of different tax rates abroad
-50
3
473
Effect of non-deductible expenses
11
545
67 840
Effect of non-taxable income
34
-4
098
Effect of unrecognised tax loss carryforward
2
318
1 021
Effect of changed tax rates
-
-
Effect of changed tax assessments for previous years
-1
051
-2 420
Total tax expense
26
567
17 080
Effective tax rate
42 %
47 %
Note 7 continues on next page
Annual Report 2023 Consolidated financial statements
38
Amounts in NOK 1000
Assets
Liabilities
Net liabilities
2023
Property, plant and equipment
963
-16
476
-15 513
Goodwill, intangible assets
7
509
-72 845
-65 336
Construction contracts
-
-3
353
-3 353
Inventories
178
-
178
Overdue receivables
396
-
396
Leases
3 478
-173
3 305
Gains and losses account
-
-4
068
-4 068
Provisions
182
-
182
Other items
1
502
-2 192
-690
Employee benefits
879
-1
628
-749
Tax loss carryforward
18
740
-
18 740
Unrecognised tax loss carryforward
-2
829
-
-2 829
Recognised tax loss carryforward
15
910
-
15 910
Deferred tax asset/liability
30
997
-100 737
-69 739
Offsetting of assets and liabilities
-30
997
30 997
0
Net deferred tax asset/liability
0
-69
740
-69 739
2022
Property, plant and equipment
1
130
-11 690
-10 560
Goodwill, intangible assets
7
211
-20 697
-13 486
Construction contracts
-
-2
627
-2 627
Inventories
-
-
-
Overdue receivables
76
-
76
Leases
3 752
-137
3 615
Gains and losses account
-
-
-
Provisions
66
-
66
Other items
38
-2
202
-2 164
Employee benefits
-
-1
287
-1 287
Tax loss carryforward
3
392
-
3 392
Unrecognised tax loss carryforward
102
-
102
Recognised tax loss carryforward
3
494
-
3 494
Deferred tax asset/liability
15
766
-38 640
-22 874
Offsetting of assets and liabilities
-15
766
15 766
0
Net deferred tax asset/liability
0
-22
874
-22 874
Note 7 Income tax cont.
Note 8 Inventories
Inventory stock
Amounts in NOK 1000
2023
2022
Raw materials
21
426
25
005
Work in progress
-
-
Finished goods
8
445
4
483
Total inventories
29
871
29
488
Write-down
There have been no write-downs in the period.
Annual Report 2023 Consolidated financial statements
39
Note 10 Cash and cash equivalents
Amounts in NOK 1000
2023
2022
Total cash and cash equivalents
178
328
318
366
Restricted cash
22
351
22
525
For 2023 restricted cash is related to tax funds.
For 2022 restricted cash tNOK 127.984
related to trading, which is a part of Volue
Market services AS’ business, is included in total cash and cash equivalents. From
2023 restricted cash related to trading are reported as other receivables. Numbers for
2022 are reclassified.
Note 9 Trade and other receivables
Trade receivables
Amounts in NOK 1000
2023
2022
Trade receivables from contracts with customers
394
956
395 272
Loss allowance
-8
872
-4 409
Total
386 084
390 863
Write-down
Amounts in NOK 1000
2023
2022
Balance at 1 January
-4
409
-1 638
Change in expected losses and outstanding receivables
-9
703
-2 712
Realized bad debts
5
265
17
Exchange differences on translation of foreign operations
-25
-76
Balance at 31 December
-8
872
-4 409
For more information about credit risk and write-downs, see
note 16
.
Other receivables
Amounts in NOK 1000
2023
2022
Other receivables
62
769
101 505
Receivable Arendal Fossekompani
36
416
17 185
Prepayments
41
817
33 297
Restricted cash trading *
21
049
127 984
Total
162 051
279 971
Total trade and other receivables
548
135
670 834
*) Volue Energy Market Services AS
For trade receivables and other receivables, 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.
Annual Report 2023 Consolidated financial statements
Note 11 Property, plant and equipment
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
Acquisitions through business combinations
-
-
-
0
Disposal
-1 367
-
-
-1 367
Disposal of companies and businesses
-
-
-
0
New leases
-
-
7
409
7 409
Exchange differences
910
-
560
1
471
Cost at 31 December 2022
164
054
3 490
200 872
368 416
Accumulated depreciation at 1 January 2022
125
617
58
80 199
205 874
Depreciation
11 591
71
27 280
38 942
Impairment
-
-
-
0
Acquisitions through business combinations
-
-
-
0
Disposal
-1
087
-
-
-1 087
New leases
-
-
-
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
Amounts in NOK 1000
Vehicles,
machinery
and
equipment
Buildings
and land
RoU
assets
Total
Year ended 31 December 2023
Cost at 1 January 2023
164
054
3 490
200 872
368 416
Additions
11 741
965
-
12 706
Acquisitions through business combinations
825
-
-
825
Disposal
-50
-
-
-50
Reclassification
-1 963
-
77
-1 886
New leases
-
-
57
208
57 208
Exchange differences
2
183
-
1 097
3 280
Cost at 31 December 2023
176
790
4 455
259 253
440 498
Accumulated depreciation at 1 January 2023
136
838
129
107 597
244 565
Depreciation
14 287
164
25 904
40 355
Reclassification
-1 912
-
34
-1 878
Acquisitions through business combinations
622
-
-
622
Disposal
-
-
-
0
New leases
-
-
-
0
Exchange differences cost
1
562
-
326
1 888
Accumulated depreciation at 31 December 2023
151
398
293
133 861
285 552
Carrying amount at 31 December 2023
25
392
4 162
125 392
154 946
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
More information regarding right of use assets are presented in
note 14
Leases.
Right of use assets is mainly related to property.
40
Annual Report 2023 Consolidated financial statements
41
Note 12 Intangible assets
Amounts in NOK 1000
Goodwill
Other
intangible
assets
Capital-
ised
develop-
ment
cost
Total
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
Acquisitions 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 amortization at 1 January 2022
1
174
11 717
85 187
98 078
Amortization
-
11 071
56 457
67 528
Impairment
-
-
-
0
Exchange differences cost
-
975
193
1
168
Accumulated amortization 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
Amounts in NOK 1000
Goodwill
Other
intangible
assets
Capital-
ised
develop-
ment
cost
Total
Year ended 31 December 2023
Cost at 1 January 2023
272
358
85 723
432 056
790 137
Additions
-
218
160 758
160 976
Acquisitions through business combinations
221
829
176 639
43 457
441 925
Exchange differences
-7
972
-2 190
-988
-11 150
Cost at 31 December 2023
486
216
260 390
635 283
1 381 888
Accumulated amortization at 1 January 2023
1
174
23 763
141 836
166 773
Amortization
443
10 348
76 789
87 580
Acquisitions through business combinations
-
86
25
317
25 403
Impairment
-
-
-
0
Exchange differences cost
-
1
324
-1 465
-141
Accumulated amortization and impairment
at 31 December 2023
1
617
35 521
242 477
279 616
Carrying amount at 31 December 2023
484
598
224 869
392 806
1 102 273
Note 12 continues on next page
Capitalised devolpment costs
Volue capitalize development cost related to development of
software and data solutions
for the Energy, Power Grid
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 trades, as well as monitor and analyze market data and risks.
Annual Report 2023 Consolidated financial statements
42
Note 12 Intangible assets cont.
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 2023 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 2023, there are no such indications. As basis for
the valuation of goodwill the group in general expect growth in revenues with 15% year
on year in the period 2024-2028. The main reason for improved EBITDA and cash flow
in the period comes through economy of scale within the software business with strong
growth in revenues. Volue has invested quite significantly in products and platform for
further growth, and with upselling on existing product this will give uplift in margin due
to a stable cost base compared to revenues. In addition, the transformation from on-
premise solutions for software to Software as a service model (SaaS) will give further
uplift in profitability in the period with more and more customers on Volue`s SaaS
platform.
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 3.3%
and terminal growth is set at 2,5%. A sensitivity analysis based on unilateral change in
estimated future revenues shows that a reduction of 80% may result in impairments.
Volue Insight AS
The return requirement for total capital (WACC before tax) is set at 12 %. Risk-free
interest is set at 3.3 % 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.
Note 12 continues on next page
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.
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
2023
2022
Volue Technology Group
135
350
135
793
Volue Insight AS
-
-
Volue Market Services AS
6
630
6
630
Scanmatic AS
922
896
Volue Germany GmbH (Likron GmbH)
114
635
107
223
Volue Energy GmbH (Procom GmbH)
22
068
20
642
Volue OY
204
993
-
Total Goodwill
484
598
271 185
Annual Report 2023 Consolidated financial statements
43
Volue Market Services AS
The return requirement for total capital (WACC before tax) is set at 12,5 %. Risk-free
interest is set at 3.3 % and terminal growth is set at 2 %. A sensitivity analysis based
on unilateral change in estimated future EBITDA shows that a reduction of 89 % may
result in impairments.
Scanmatic AS
The return requirement for total capital (WACC before tax) is set at 12.5 %. Risk-free
interest is set at 3.3 % and terminal growth is set at 2,5 %. A sensitivity analysis based
on unilateral change in estimated future EBITDA shows that a reduction of 90 % may
result in impairments.
Volue Germany GmbH (Likron GmbH)
The return requirement for total capital (WACC before tax) is set at 12 %. 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 3.3 %
and terminal growth is set at 2 %. A sensitivity analysis based on unilateral change in
estimated future revenues shows that a reduction of 51 % may result in impairments.
Volue Energy GmbH (Procom GmbH)
The return requirement for total capital (WACC before tax) is set at 12 %. 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 3.3 %
and terminal growth is set at 2 %. A sensitivity analysis based on unilateral change in
estimated future revenues shows that a reduction of 75 % may result in impairments.
Volue OY (Former Enerim Energy Market Division)
The return requirement for total capital (WACC before tax) is set at 12 %. 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 3.3 %
and terminal growth is set at 2 %. A sensitivity analysis based on unilateral change in
estimated future revenues shows that a reduction of 15 % may result in impairments.
Note 12 Intangible assets cont.
Note 13 Non-current receivables and investments
Amounts in NOK 1000
2023
2022
Loan to key employees
23
691
23
243
Share in other companies
10
898
24
Pentions funds
9
832
9
269
Other non-current receivables
3
284
2
064
Total non current receivables and investments
47
705
34
600
The loans to key management personnel are related to share purchase program in
Volue ASA from 2020. The loans have been made available for the employees for
purchase of share in the group, and the downpayment will be done when sale of the
shares are done or the employees leaves the company. The loan are pledged towards
shares in Volue ASA. The group has no indication of impairment of the loan based on
insolvency for the borrower.
See note 16 and 23 for further information.
Interest rate for the loans is not below the threshold for making the loan a taxable
benefit. At year end the interest rate was 4.5 %.
Annual Report 2023 Consolidated financial statements
44
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
2023
2022
Total right-of-use assets
125
392
93 275
Current lease liabilities
24
051
18 970
Non-current lease liabilities
105
454
77 492
Total lease liabilities
129
505
96 462
Amounts recognised in the statement of income
The statement of income shows the following amounts relating to leases:
Amounts in NOK 1000
2023
2022
Total depreciation charge right-of-use assets
25
904
27 280
Interest expense
5
045
3 644
The group has no variable rate leases. Amounts expensed in the income statement
relates to low value leases that are immaterial to these financial statements
.
Note 15 Trade payables, provisions
and other current liabilities
Amounts in NOK 1000
2023
2022
Trade payables
248
214
397
362
Other current liabilities
314
345
380
469
Total
562 559
777 831
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
2023
2022
Earn-out liabilities
-
60
431
Onerous contracts (see note 4)
13
500
16
963
Total
13 500
77 394
Specification of other current liabilities
Amounts in NOK 1000
2023
2022
Public taxes
91
571
56
530
Loans to related parties *
44
391
31
141
Accrued expenses
135
975
126
362
Paid in collaterals from customers **
42
407
127
984
Other current liabilities
-
38
453
Total
314 345
380 469
* Loans to related parties. Volue Energy Market Services AS has a interest bearing loan to Arendals
Fossekompani.
**Restricted cash related to trading, which is a part of Volue Market services AS’ business.
Annual Report 2023 Consolidated financial statements
45
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.
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.
Interest rate risk
Interest rate risk is the risk that changes in market interest rates will have a negative
impact on cash flow or fair value of financial assets and liabilities. Cash flow risk arises
from changes in variable interest rates, whereas fair value risk arises from changes in
fixed interest rates. The group’s borrowing is primarily exposed to changes in NIBOR
through the borrowing facilite NOK 350 million. The group’s lending, limited to loans
to associated companies, is exposed to changes in NIBOR. The same applies to the
multi-option facility with limit NOK 200 million. In the event that the interest rate
would fluctuate up or down by 1 %, all other variables held constant, the impact on net
profit would have been +/- tNOK 4.206.
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.Expected credit
losses (ECL) are measured based on a credit risk assessment on a customer by
customer basis, using all available information and updated when appropriate. Credit
losses for 2023 and 2022 have been 5.2 tNOK and 17 tNOK
.
The loans to key management personnel are related to share purchase program in
Volue ASA from 2020. The loans have been made available for the employees for
purchase of share in the group, and the downpayment will be done when sale of the
shares are done or the employees leaves the company. The loan are pledged towards
shares in Volue ASA. The group has no indication of impairment of the loan based on
insolvency for the borrower.
See note 13 and 23 for further information.
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
< 1 yr
< 1-2 yr
< 2-5 yr
< 5 yr
2023
Obligations from leases
129
505
173
881
26
261
24
824
47
304
75
492
Bank overdraft
75
570
75
570
75
570
-
-
-
Trade and other payables
248
214
248
214 248
214
-
-
-
Non-current loan
342
008
412
068
22
356
22
356 367
356
-
Amounts in NOK 1000
Carrying
amount
Contractual
cash flows
< 1 yr
< 1-2 yr
< 2-5 yr
< 5 yr
2022
Obligations from leases
96
462
96
570
22
424
17
792
21
172
35
182
Bank overdraft
6
892
6
892
6
892
-
-
Trade and other payables
397
362
397
362 397
362
-
-
-
Note 16 continues on next page
Annual Report 2023 Consolidated financial statements
Note 16 Financial risk and financial instruments cont.
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
2023
Outstanding trade receivables
260
173
85 278
15 162
19 675
14 668
394 956
Provision for losses
0
-1
125
-1 775
-2 591
-3 382
-8 872
260 173
84 153
13 387
17 085
11 286
386 084
2022
Outstanding trade receivables
342
652
41
013
3
313
2
889
5
405
395
272
Provision for losses
-
-
-719
-1
719
-1
971
-4
409
342 652
41 013
2 594
1 171
3 434
390 863
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
2023
2022
Balance at 1 January
-4
409
-1 638
Change in expected losses and outstanding receivables
-9
703
-2 788
Realized bad debts
5
265
17
Exchange differences on translation of foreign operations
-25
-
Balance at 31 December
-8
872
-4 409
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.
46
Annual Report 2023 Consolidated financial statements
47
Note 16 Financial risk and financial instruments cont.
The groups financial assets and liabilities are measured at amortized costs, with the
exception of shares in other companies of MNOK 10,9 which is measured at fair value
(level 3) and for 2022 earn-out of MNOK 60,4 was also measured at fair value (level
3). There are assumed to be no material differences between amortized cost and fair
value.
Earn-out
Related to purchase of Likron GmbH in 2020, there was used a seller credit related to
the share issue. In addition to the consideration, 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. Total earn-
out NOK 60.431,
has been paid in 2023.
Annual Report 2023 Consolidated financial statements
48
Note 17 Borrowings
Amounts in NOK 1000
2023
2022
Loans secured by pledged assets
Loan
342
008
-
Bank overdraft
75
570
6
892
Total borrowings
417
578
6
892
The group did during Q2 secured borrowing facilities for the acquisition of Enerim and
other general corporate purposes of NOK 350 million. The loan has a duration of three
years without down payments before termination date. In addition NOK 200 million on
a multi-option facility has been established and drawn on for securing of funds general
corporate purposes, including working capital and guarantees.
NOK 345 million of the borrowing facilities of NOK 350 million is used in 2023.
Amounts in NOK 1000
2023
2022
Assets pledged for borrowing facility and warranties
Property, plant and equipment *)
92
422
-
Investment in subsidiaries (Pledge of all shares)
3
449 833
-
Contract assets *)
41
052
-
Trade accounts receivables *)
298
137
222 664
Total security for borrowing facility and warranties
3
881 444
222 664
*) for any entity incorporated in Norway
Covenants
Equity Ratio (Total Book Equity to Total Book Asset) shall at all times be 30% or higher.
Leverage: Leverage (Total net debt to Adjusted EBITDA) shall not exceed 2.50:1
Guarantees
Volue ASA has provided guarantees for subsidiaries:
Amounts in NOK 1000
2023
Type
Garantees to suppliers
248
256
248 256
The group has a guarantee facility with the sealing of maximum 300 mill to be used
for guarantee facilities, in addition to long-term borrowing of 350 mill NOK and the
multi-option facility of 200 mill. 222 mill NOK of these is related to guarantees towards
E-sett related to Volue Market Services AS.
Amounts in NOK 1000
2023
2022
Interest-bearing liabilities
Non-current
Non-current loan
342
008
-
Liabilites to credit institutions
4
555
5
826
Lease liabilites
105
454
77
492
Other liabilites*
10
189
9
173
Total long-term borrowings
462
206
92
491
Current
Overdraft
75
570
6
892
Lease liabilites
24
051
18
970
Total current borrowings
99
621
25
862
Total current borrowings
561
827
118
353
* Debt to earlier employees
Note 17 continues on next page
Annual Report 2023 Consolidated financial statements
49
Amounts in NOK 1000
Non-current loan
Liabilities to credit institutions
Lease liabilities
Borrowings
Other liabilities
Total
2023
Change in interest-bearing liabilites
Interest-bearing liabilites as of
1 January 2023
-
5
826
96
462
6
892
9
173
109
180
Procedures for new loans
342
008
-
-
-
-
342
008
Change in bank overdraft
-
-
-
68
678
-
68
678
Repayment of loans
-
(1
271)
-
-
-
(1
271)
Repayment of leasing liabilites
-
-
(25
339)
-
-
(25
339)
Total cash flow financing activites
342
008
(1
271)
(25
339)
68
678
-
384
076
Change not affecting cash flow
New lease liabilites
-
-
-
-
-
-
recognised/implementation of IFRS 16
-
-
57
285
-
-
57
285
Other non-cach changes
-
-
1
097
-
1
016
1
097
Total changes not affecting cash flow
-
-
58
382
-
1
016
58
382
Interest-bearing liabilites as of
31 December 2023
342
008
4
555
129
505
75
570
10
189
551
638
Amounts in NOK 1000
Non-current loan
Liabilities to
credit institutions
Lease liabilities
Borrowings
Other liabilities
Total
2022
Change in interest-bearing liabilites
Interest-bearing liabilites as of
1 January 2022
-
5
640
115
170
17
529
-
138
339
Change in bank overdraft
-
-
-
(10
637)
-
(10
637)
Repayment of loans
-
1
052
-
-
-
1
052
Repayment of leasing liabilites
-
-
(26
046)
-
-
(26
046)
Total cash flow financing activites
-
1
052
(26
046)
(10
637)
-
(35
631)
Change not affecting cash flow
New lease liabilites
-
-
-
-
-
-
recognised/implementation of IFRS 16
-
-
7
410
-
-
7
410
Other non-cach changes
-
(866)
(72)
-
9
173
(938)
Total changes not affecting cash flow
-
(866)
7
338
-
9
173
6
472
Interest-bearing liabilites as of
31 December 2022
-
5
826
96
462
6
892
9
173
109
180
Note 17 Borrowings cont.
Note 17 continues on next page
Annual Report 2023 Consolidated financial statements
50
Note 19 Share information
Amounts in NOK 1000
2023
2022
Ordinary shares
143
869 714
143 869 714
Share capital
57
548
57
548
Share premium
4
446 366
4 440 635
At 31 December 2023 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 2023
57
548
4
440 635
Transactions in own shares
-
5
730
Share capital at year end 2023
57
548
4
446 365
Dividends
There are no paid out dividends in 2023.
Note 18 Finance items
Amounts in NOK 1000
2023
2022
Interest income
11
364
3 288
Currency exchange income
13
800
10 661
Other finance income
13
963
1 988
Total Finance income
39
127
15 938
Interest expense
29
150
1 491
IFRS 16 interest
5
045
3 644
Currency exchange expense
4
852
12 370
Other finance cost
17
288
2 343
Total finance cost
56
335
19 847
Net finance items
-17
208
-3 910
The tables below presents the maturity of the discounted cash flows of the group’s
interest bearing liabilites
Amounts in NOK 1000
< 1 yr
< 1-2 yr
< 2-5 yr
< 5 yr
31 December 2023
Non-current loan
-
-
342
008
-
Liabilities to credit institutions
2
277
2
278
-
-
Lease liabilities
24
886
20
960
39
114
44
545
Borrowings
75
570
-
-
-
Other liabilities
10
189
-
10
189
-
Totalt
112
922
23
238
391
311
44
545
Note 17 Borrowings cont.
Note 19 continues on next page
Annual Report 2023 Consolidated financial statements
51
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
2023
2022
Net profit for the year
36
030
19 166
Attributable to non-controlling interests
-14
-177
Attributable to ordinary shares
36
044
19 343
Profit
36 030
19 166
Attributable to non-controlling interests
-14
-177
Attributable to ordinary shares
36
044
19 343
Weighted number of ordinary shares outstanding,
basic and diluted
143
722 502
143 551 330
Number of shares outstanding end of period
143
853 377
143 551 039
Basic and diluted
earnings per share
0.25
0.13
The options under the share option program are not in the money by 31.12.2023 and
are not dilutive. The options may be dilutive in the future. For further information with
regards to the share option program, see note 5
.
Major shareholders
Investor
Number of
shares
% of major
shareholders
% of total
Country
Arendals Fossekompani ASA
86
316 779
74.51 %
60.00 %
Norway
Premier Miton Investors
10
134 128
8.75 %
7.04 %
UK
Fidelity Investments (FMR)
5
079 684
4.38 %
3.53 %
USA
Invesco
3
763 881
3.25 %
2.62 %
USA
Kvantia AS (Andenæsgruppen)
3
313 490
2.86 %
2.30 %
Norway
Mustad Industrier
1
500 000
1.29 %
1.04 %
Norway
Ulfoss Invest AS
1
470 987
1.27 %
1.02 %
Norway
Havfonn AS
1
456 790
1.26 %
1.01 %
Norway
Erik Must
1
410 622
1.22 %
0.98 %
Norway
TIN Fonder
1
400 000
1.21 %
0.97 %
Sweden
Other shareholders (holding less than 1 %)
28
023 353
19.48 %
Total all shareholders
143
869 714
100.00 %
100.00 %
Note 19 Share information cont.
Annual Report 2023 Consolidated financial statements
Note 21 New investments
Volue OY (Enerim OY)
In the second quarter, Volue made its biggest acquisition to date in the shape of
Enerim Oy’s Energy Market Services division. The aquired business brings approx.
150 new clients, 63 new employees and combined with Volue Market Services creates
a strong foundation for further growth for Portfolio management as a service.
Purchase consideration
Amounts in NOK 1000
Cash paid
357
738
Total purchase consideration
357
738
Assets and liabilities recognised as a result of the acquisition
Amounts in NOK 1000
Intangible assets
195
349
Fixed assets
200
Other receivables
11
990
Cash and cash equivalents
11
790
Other current liabilities
-23
828
Deffered tax liability
-52
737
Net assets acquired
142
765
Purchase price shares in Volue OY
357
738
Goodwill
214
973
Final PPA is completed.
The acquired intangible assets consist of technology, patents, order backlog and
customer relationships. The amortization time of the intangible assets are defined
based on type of asset based on projected life of the assets in use. For Customer
relationship 15 years is used as amortization period, due to low churn in the portfolio
and following expected lifetime of the customer relationships. For Software and
Technology an amortization period of five years is used, following expected lifetime of
asset that has been acquired.
The net identifiable assets are acquired at fair value. As part of the purchase price
allocation an estimation, a basis based on the purchase price, a fair value of identified
assets and liabilities. The remaining difference between the fair value of identified
assets and the purchase price is classified as goodwill. The goodwill is attributable to
the workforce and the high synergies between the two businesses.
The acquired business contributed revenues of NOK 60.4 million and a net profit of
NOK 1.1 million to the group for the period June 30th to December 31st 2023.
If Volue OY were to be acquired as of 1.1.2023 the business would have contributed
with additional 60,4 million NOK in revenues and additional 10,8 million NOK in
EBITDA for the year 2023.
As part of the acquisition of Volue OY transaction cost of 14,1 million has been booked
into the 2023 accounts as other operating expenses. These cost are related to
transaction fees and fees to financial and legal advisors.
Amounts in NOK 1000
Outflow cash to acquire subsidiary, net of cash acquired
Outflow cash to acquire subsidiary
357
738
Less cash acquired
-11
790
Outflow cash to acquire Enerim subsidiary (net)
345
948
Outflow cash for acquisition earlier years:
Likron
60 431
Other
8 575
Payment for acquisition of subsidiary, net of cash acquired
414
954
52
Annual Report 2023 Consolidated financial statements
53
Note 22 Subsidiaries
Investor
Ownership held
by the group
Domicile
Directly owned
Volue Technology AS
100.00 %
Norway
Volue Germany GmbH
100.00 %
Germany
Volue Energy GmbH
100.00 %
Germany
Scanmatic AS
100.00 %
Norway
Volue Insight AS
100.00 %
Norway
Volue Market Service AS
100.00 %
Norway
Volue OY
100.00 %
Finland
Indirectly owned
Volue Technology Danmark A/S
100.00 %
Denmark
Volue Sp. Z.o.o
100
.00 %
Poland
Volue AB
100.00 %
Sweden
Volue In Situ AB
100.00 %
Sweden
Volue AG
100.00 %
Switzerland
Volue Enerji cozumleri
100.00 %
Turkey
Volue G.K
100
.00 %
Japan
Note 23 Managment compensation and 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 2023 and number of shares owned 31 December 2023
Remuneration
Number of
shares in Volue
Board of Directors
Total remuneration and shares in Volue
1
799
91 490
Executive Leadership team (ELT) remuneration and number of shares owned 31.12.2023
Year
Fixed
salary
Paid
bonus
Pension
Other
benefit's
Number of
shares in
Volue
Loan
from
Volue
Expenses
share based
payments
2023
20
321
5
951
1
184
533
1
277 070
22 340
6 240
2022
19
746
6
760
926
854
1
272 198
21 603
5 242
a) Related parties. Transactions between Group companies and other related parties
are based on the principles of market value and arm’s leight. Volue Energy Market
Services AS sold services relating to market management for tNOK 921 to Arendals
Fossekompani (2022:tNOK 866). Se note 15 for information about liablities
to Arendals Fossekompani. In 2023, the board member Henning Hansen has
delivered consulting services to the company. Through his fully owned company,
Hepe Consulting AS, it has been invoiced tNOK 137.5 ex. VAT (2022: tNOK 92.1)to
Volue ASA.
b) Loan to key emplyees
See note 13 and 16 for further information.
Annual Report 2023 Consolidated financial statements
54
Note 24 Contingent liabilities
There are no ongoing claims.
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 2023 relates to sale of the product line Fire & Chimney within the
Infrastructure segment. This was done as sales of assets. The Transcation was carried
out in Q2 and resultet in a net gain of 23 MNOK that was booked as other income.
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 4 of the Volue ESG Report 2023. 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.
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.
There has been no significant impact on business caused by extreme weather in
2023. Volue has limited negative risk exposure caused by climate change/extreme
weather events. However, the increased need for forecasting of weather, adaptation
and building of resilience in the face of a changing climate could entail growth
opportunities for Volue’s products.
55
Annual Report 2023 Parent company financial statements
Parent company financial statements
Statement of income
56
Statement of other comprehensive income
56
Balance sheet
57
Statement of changes in equity
58
Statement of cash flows
59
Notes to the parent company financial statements
Note 1 Accounting principles
60
Note 2 Revenue from contracts with customers
61
Note 3 Remuneration and employee benefit
61
Note 4 Other operating expenses
61
Note 5 Income tax
62
Note 6 Trade and other receivables
62
Note 7 Cash and cash equivalents
62
Note 8 Property, plant and equipment
63
Note 9 Non-current receivables and investments
64
Note 10 Leases
64
Note 11 Trade and other payables
65
Note 12 Finance items
65
Note 13 Share information
65
Note 14 Subsidiaries
66
Note 15 Related parties
67
Note 16 Contingent liabilites
68
Note 17 Subsequent events
68
Note 18 Other gains/losses
68
Note 19 Intercompany loans
68
Note 20 Current liabilities and provisions
68
Note 21 Borrowings, pledged and guarantees
69
Annual Report 2023 Parent company financial statements
56
Statement of income
For the year ended 31 December
Amounts in NOK 1000
Note
2023
2022
Continuing operations
Revenues
2
131
052
154
622
Employee benefit expenses
3
24
302
22
272
Other operating expenses
4
121
377
148
164
Other gains/losses
18
-
21
045
EBITDA
-14
626
-36
859
Depreciation and amortisation
8, 10
4
082
3
752
Net operating income/(loss)
-18
708
-40
611
Finance income
12
18
841
17
516
Finance costs
12
1
015 931
287 411
Profit/(loss) before income tax
-1
015 799
-310 506
Income tax expense
5
-3
404
-351
Profit/(loss) for the period
-1
012 395
-310 155
Statement of other comprehensive income
For the year ended 31 December
Amounts in NOK 1000
Note
2023
2022
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 benefit 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
-1
012 395
-310 115
Annual Report 2023 Parent company financial statements
57
Balance sheet
For the year ended 31 December
Amounts in NOK 1000
Note
2023
2022
Assets
Non-current assets
Property, plant and equipment
8
,10
7
071
10
002
Investment in subsidiaries
14
3
449 833
4 065 439
Non-current receivables and investments
9
26
065
23
243
Deferred tax assets
5
6
795
3
392
Total non-current assets
3
489 765
4 102 077
Current assets
Trade and other receivables
6
145
142
211
670
Short-term intra-group loans
19
-
34
000
Cash and cash equivalents
7
6
622
8
568
Total Current assets
151 764
254 238
Total assets
3
641 529
4 356 314
Amounts in NOK 1000
Note
2023
2022
Equity
Share capital and share premium
4
503 914
4 498 184
Own shares
-7
-127
Retained earnings
-1
337 682
-325 295
Other reserves
19
931
9
100
Total equity
13
3 186 157
4 181 861
Non-current liabilities
Non-current loan
21
342
008
-
Lease liabilities
10
2
170
3
790
Total non-current liabilities
344
178
3
790
Current liabilities
Borrowings
21
73
884
-
Lease liabilites
10
2
106
1
813
Trade and other payables
11
17
532
65
407
Provisions
20
-
60
431
Current interest-bearing liabilities
20
10
864
-
Other current liabilities
20
6
809
43
011
Total current liabilities
111
195
170
662
Total liabilities and equity
3
641 529
4 356 314
Oslo, Norway, 4 April 2024
The Board of Directors and CEO Volue ASA
Benjamin Golding
Chairman
Lars Peder Fensli
Board Member
Ingunn Ettestøl
Board Member
Henning Hansen
Deputy Chairman
Christine Grabmair
Board Member
Kjetil Kvamme
Board Member
Knut Ove Stenhagen
Board Member
Annette Maier
Board Member
Anja Schneider
Board Member
Trond Straume
CEO
Dagmara Zellma
Board Member
Annual Report 2023 Parent company financial statements
58
Statement of changes in equity
For the year ended 31 December
Amounts in NOK 1000
Share
capital
Share
premium
Own
shares
Retained
earnings
Share based
remuneration
scheme
Total
equity
Balance at 1 January 2023
57
548
4
440 636
-127
-325
296
9
100
4
181 861
Profit/(loss) for the period
-
-
-
-1
012 395
-
-1
012 395
Other equity transactions
-
-
-
9
-
9
Share based remuneration scheme
-
-
-
-
10
831
10
831
Own shares
-
5
730
121
-
-
5
851
Balance at 31 December 2023
57
548
4
446 366
-7
-1
337 682
19 931
3 186 157
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
-35
-
-
33
Balance at 31 December 2022
57
548
4
440 636
-127
-325
296
9
100
4
181 861
Annual Report 2023 Parent company financial statements
59
Statement of cash flows
For the year ended 31 December
Amounts in NOK 1000
2023
2022
Cash flow from operating activities
Profit/(loss) before income tax
-1
015 799
-310 506
Depreciation, amortization and impairment
999
082
286
799
Net financial items
2
090
-13
153
Total after adjustments to profit before income tax
-14
626
-36
860
Change in trade and other receivables
25
723
-24
400
Change in trade and other payables
-40
121
37
064
Total after adjustments to net assets
-29
024
-24
196
Tax paid
-
-
Net cash flow from operating activities
-29
024
-24
196
Amounts in NOK 1000
2023
2022
Cash flow from investing activities
Interest received
2
599
1
266
Group contribution received
15
178
14
367
Purchase of PPE and intangible assets
-255
-1
750
Cash flow regarding loans to employees
-448
4
033
Payment on loans and receivables to/from subsidiaries
43
744
-38
059
Purchase of other investments
-2
374
-
Payment for acquisition of subsidiary, net of cash acquired
-432
328
-
Net cash flow from investing activities
-373
885
-20
143
Cash flow from financing activities
New long-term borrowings
342
008
-
Net change in bank overdraft
73
884
-
Repayment of lease liabilities
-1
328
-1
760
Cash Flow from Internal Loans and Borrowings
-
-30
000
Interest paid etc.
-13
602
-2
480
Cash flow from own shares
-
33
Net cash flow from financing activities
400
962
-34
207
Net increase in cash and cash equivalents
-1
946
-78
546
Cash and cash equivalents at the beginning of the financial year
8
569
87
115
Effects of exchange rate changes on cash and cash equivalents
-
-
Cash and cash equivalents at end of year
6
623
8
569
Annual Report 2023 Parent company financial statements
60
Note 1 Accounting principles
Basis for preparation
The annual financial statements have been prepared in accordance with IFRS®
Accounting Standards as adopted by the EU, as well as Norwegian disclosure
requirements pursuant to the Norwegian Accounting Act applicable as of 31
December 2023.
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 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).
The financial statements were approved by the board of directors on 4 April 2024.
The financial statements will be submitted for adoption at the Annual General
Meeting scheduled for 14 May 2024. The board is authorized to amend the annual and
consolidated financial statements until final adoption.
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 recognized in profit or loss. 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).
Revenue recognition
Under IFRS 15, Volue ASA recognizes 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 2023 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.
Notes to the parent company financial statements
For the year ended 31 December
Annual Report 2023 Parent company financial statements
61
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
2023
2022
Revenue from group companies
(billing of overhead costs to subsidiaries)
131
052
154
783
Public funding (SkatteFunn)
-
-161
Total revenues
131
052
154
622
Note 3 Remuneration and employee benefit
Amounts in NOK 1000
2023
2022
Salaries
21
594
20
238
Social security contributions
2
263
1
804
Pension costs
180
231
Other benefits
266
-
Total employee benefit expenses
24
302
22
272
Average number of employees
2
2
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
2023
2022
Premises, service and office costs
1
239
2
148
Audit and other fees
40
427
1
564
Travelling costs, indirect
953
1
443
Sales and marketing costs
6
027
6
769
Operating costs, IC
6
354
18
756
Salary from Group-employees employed in subsidiaries
54
721
59
924
Other direct costs
11
656
57
560
Total other operating expenses
121
377
148
165
Remuneration to auditor
Statutory audit
1
772
1
800
Tax advice
20
435
Other non-audit services
1
064
4
443
Total remuneration to auditor
2
856
6
678
Annual Report 2023 Parent company financial statements
62
Note 5 Income tax
Amounts in NOK 1000
2023
2022
Basis for payable tax
Profit (loss) before income tax
-1
015 799
-310 506
Permanent differences
983
815
294 536
Basis for payable tax
-31
984
-15 970
Effect of change in temporary differences
15
845
525
Effect of group contribution
15
178
14 368
Changes in deferred tax assets
962
1
079
Basis for payable tax
0
0
Payable tax (22 %)
0
0
Reconciliation of effective tax rate
Total pre tax income
-1
015 799
-310 506
Tax based on current ordinary tax rate
-223
476
-68 311
Effect of non deductible expenses
216
733
64 799
Tax effect of Group contribution
3
339
3 161
Total tax expense
-3
403
-351
Effective tax rate
0 %
0 %
The effective tax rate is impacted by the permanent differences.
Amounts in NOK 1000
2023
2022
Temporary differences
Fixed assets
873
-202
RoU assets
31
180
Tax losses carried forward
29
985
15 445
Basis for deferred tax asset / (liability)
30
889
15 423
Deferred tax asset / (liability)
6
796
3 393
Note 6 Trade and other receivables
Trade receivables
Amounts in NOK 1000
2023
2022
Trade receivables from subsidiaries
89
188
160 728
Loss allowance
-
-
Total
89 188
160 728
Other receivables
Amounts in NOK 1000
2023
2022
Other receivables from subsidiaries
47
939
42
419
Other short-term receivables
8
015
8
523
Total
55 954
50 942
Total trade and other receivables
145
142
211
670
Note 7 Cash and cash equivalents
Amounts in NOK 1000
2023
2022
Total cash and cash equivalents
6
622
8 568
Restricted cash
948
962
Restricted cash are related to tax funds.
Annual Report 2023 Parent company financial statements
63
Note 8 Property, plant and equipment
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
751
-
1 751
Change in RoU
-
-
-
Cost at 31 December 2022
8
460
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
579
5
423
10
002
Amounts in NOK 1000
Vehicles,
machinery and
equipment
RoU
buildings
and land
Total
Year ended 31 December 2023
Cost at 1 January 2023
8
460
9
072
17
532
Additions
255
-
255
Change in RoU
-
897
897
Cost at 31 December 2023
8
715
9
970
18
684
Accumulated depreciation at 1 January 2023
3
881
3
649
7
530
Depreciation
1
975
2
107
4 082
Change in RoU
-
Accumulated depreciation at 31 December 2023
5
856
5
756
11
612
Carrying amount at 31 December 2023
2
858
4
214
7
072
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
More information regarding right of use assets are presented in
note 10
Leases.
Annual Report 2023 Parent company financial statements
64
Note 9 Non-current receivables and investments
Amounts in NOK 1000
2023
2022
Investments in other companies
2
374
-
Loans to employees
23
691
23
243
Total non-current receivables and investments
26
065
23
243
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 4.5 %.
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
2023
2022
RoU buildings and land
4
214
5
423
Total right-of-use assets
4
214
5
423
Current lease liabilities
2
106
1
813
Non-current lease liabilities
2
170
3
790
Total lease liabilities
4
276
5
603
Amounts recognised in the statement of income
The statement of income shows the following amounts relating to leases:
Amounts in NOK 1000
2023
2022
Depreciation RoU buildings and land
2
107
1
808
Total depreciation charge right-of-use assets
2
107
1
808
Interest expense
159
235
Annual Report 2023 Parent company financial statements
65
Note 11 Trade and other payables
Amounts in NOK 1000
2023
2022
Trade payables intercompany
13
015
59
464
Trade payables other
4
517
5
943
Total
17
532
65
407
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
2023
2022
Interest income
2
599
1
266
Currency exchange gains
1
064
1
884
Group contribution income
15
178
14
367
Total Finance income
18
841
17
516
Interest expense
15
206
309
IFRS 16 interest
159
235
Currency exchange losses
4
967
3
819
Other financial cost
598
-
Impairment
995
000
283
048
Total finance cost
1
015 931
287 411
Net finance items
-997
090
-269 895
Note 13 Share information
Amounts in NOK 1000
2023
2022
Ordinary shares
143
869 714
143 869 714
Share capital
57
548
57
548
Share premium
4
446 366
4 440 635
At 31 December 2023 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 2023
57
548
4 440 635
Transactions in own shares
-
5
730
Share capital at year end 2023
57
548
4 446 366
Dividends
There are no paid out dividends in 2023.
Note 13 continues on next page
Annual Report 2023 Parent company financial statements
66
Major share holders
Amounts in NOK 1000
Number of
shares
% of major
shareholders
% of total
Country
Arendals Fossekompani ASA
86
316 779
74.51 %
60.00 %
Norway
Premier Miton Investors
10
134 128
8.75 %
7.04 %
UK
Fidelity Investments (FMR)
5
079 684
4.38 %
3.53 %
USA
Invesco
3
763 881
3.25 %
2.62 %
USA
Kvantia AS (Andenæsgruppen)
3
313 490
2.86 %
2.30 %
Norway
Mustad Industrier
1
500 000
1.29 %
1.04 %
Norway
Ulfoss Invest AS
1
470 987
1.27 %
1.02 %
Norway
Havfonn AS
1
456 790
1.26 %
1.01 %
Norway
Erik Must
1
410 622
1.22 %
0.98 %
Norway
TIN Fonder
1
400 000
1.21 %
0.97 %
Sweden
Other shareholders (holding less than 1 %)
28
023 353
-
19.48 %
-
Total all shareholders
143
869 714
100.00 %
100.00 %
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
1
793 918
Volue Market Service AS
100.00 %
Norway
Arendal
122
087
Scanmatic AS
100.00 %
Norway
Arendal
100
392
Volue Insight AS
100.00 %
Norway
Arendal
873
197
Volue Germany GmbH
100.00 %
Germany
München
156
012
Volue Energy GmbH
100.00 %
Germany
Aachen
39
402
Volue OY
100.00 %
Finland
Helsinki
364
827
Total book value
3 449 833
Indirectly owned
Volue Technology Danmark A/S
100.00 %
Denmark
Volue Sp. Z.o.o
100
.00 %
Poland
Volue AB
100.00 %
Sweden
Volue In Situ AB
100.00 %
Sweden
Volue AG
100.00 %
Switzerland
Volue Enerji cozumleri
100.00 %
Turkey
Volue G.K
100
.00 %
Japan
Note 14 continues on next page
Note 13 Share information cont.
Annual Report 2023 Parent company financial statements
67
Impairment of financial assets
Amounts in NOK 1000
At Cost
Impariment
2022
Impariment
2023
Book
Value
Shares in Volue Technology AS
2
991 966
-283 048
-915 000
1 793 918
Shares in Scanmatic AS
180
392
-
-80
000
100
392
3 172 358
-283 048
-995 000
1 894 310
Volue ASA owns all the shares in Volue Technology AS. The assets in Volue ASA
are, beside cash, shares in subsidiaries. The market cap for Volue ASA is used for
valuation principle, 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
915 MNOK of the shares in Volue Technology AS has been done.
Volue ASA owns all
the shares in Scanmatic AS. By using the market value at 31.12 an impairment of 80
MNOK of the shares in Scanmatic AS has been done.
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 2023 and number of shares owned 31 December 2023
Remuneration
Number of
shares in Volue
Board of Directors
Total remuneration and shares in Volue
1
799
91 490
Executive Leadership team (ELT) remuneration and number of shares owned 31.12.2023
Year
Fixed
salary
Paid
bonus
Pension
Other
benefit's
Number of
shares in
Volue
Loan
from
Volue
Expenses
share based
payments
2023
20
321
5
951
1
184
533
1
277 070
22 340
6 240
2022
19
746
6
760
926
854
1
272 198
21 603
5 242
Related parties
In 2023, 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 137.500,- 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.
ASA.
Note 14 Subsidiaries cont.
Annual Report 2023 Parent company financial statements
68
Note 16 Contingent liabilites
The company had no contingent liabilities at 31 December 2023.
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
The company has no gain/losses for 2023.
Note 19 Intercompany loans
Amounts in NOK 1000
2023
2022
Short-term loan to Scanmatic AS
-
16
000
Short-term loan to Volue Technology AS
-
18
000
Total intercompany loans
-
34
000
Note 20 Current liabilities and provisions
Current interest-bearing liabilities
Amounts in NOK 1000
2023
2022
Due to Volue Insight AS
897
-
Due to Volue Energy Market Services AS
5
657
-
Due to Volue Danmark AS
4
310
-
Total current interest-bearing liabilities
10
864
-
Provisions
Amounts in NOK 1000
2023
2022
Sellers credit related to Volue Germany GmbH (former Likron GmbH)
-
60
431
Other current liabilities
Amounts in NOK 1000
2023
2022
Sellers credit related to Volue Energy GmbH (former ProCom GmbH)
-
3
718
Other taxes, VAT and dues payable
884
1
322
Other current liabilities
5
925
37
971
Total other current liabilities
6
810
43
011
Annual Report 2023 Parent company financial statements
69
Note 21 Borrowings, pledged and guarantees
Amounts in NOK 1000
2023
2022
Loans secured by pledged assets
Loan
342
008
-
Bank overdraft
73
884
-
Total borrowings
415
892
-
The group did during Q2 secured borrowing facilities for the acquisition of Enerim
and other general corporate purposes of NOK 350 million. The loan has a duration
of three years without down payments before termination date. In addition NOK 200
million on a multi-option facility has been established and drawn on for securing of
funds general corporate purposes, including working capital and guarantees.
NOK 345 million of the borrowing facilities of NOK 350 million is used in 2023.
Amounts in NOK 1000
2023
2022
Assets pledged for borrowing facility and warranties
Property, plant and equipment *)
92
422
-
Investment in subsidiaries (Pledge of all shares)
3
449 833
-
Contract assets *)
41
052
-
Trade accounts receivables *)
298
137
222 664
Total security for borrowing facility and warranties
3
881 444
222 664
*) included subsidiaries, owned directly and indirectly, who is incorporated in Norway
Covenants
Equity Ratio (Total Book Equity to Total Book Asset) shall at all times be 30% or higher.
Leverage: Leverage (Total net debt to Adjusted EBITDA) shall not exceed 2.50:1
Amounts in NOK 1000
2023
Type
Garantees to suppliers
248
256
248 256
The group has a guarantee facility with the sealing of maximum 300 mill to be used
for guarantee facilities, in addition to long-term borrowing of 350 mill NOK and the
multi-option facility of 200 mill. 222 mill NOK of these is related to guarantees towards
E-sett related to Volue Market Services AS.
Annual Report 2023 Parent company financial statements
70
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 2023 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 2023 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 2023. 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.
Benjamin Golding
Chairman
Lars Peder Fensli
Board Member
Ingunn Ettestøl
Board Member
Henning Hansen
Deputy Chairman
Christine Grabmair
Board Member
Kjetil Kvamme
Board Member
Knut Ove Stenhagen
Board Member
Annette Maier
Board Member
Anja Schneider
Board Member
Trond Straume
CEO
Dagmara Zellma
Board Member
71
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 2023, 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 material accounting policy information,
and
•
the consolidated financial statements of Volue ASA and its subsidiaries (the Group), which
comprise the balance sheet as at 31 December 2023, and 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 material accounting policy
information.
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 2023, and its financial performance and its cash flows for the year then ended in
accordance with IFRS Accounting 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 2023, and its financial performance and its cash flows for the year then ended
in accordance with IFRS Accounting 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 a
nd regulations in Norway and the International Ethics Standards Board for Accountants’
International Code of Ethics for Professional Accountants (including International Independence Standards)
(IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit Regulation
(537/2014) Article 5.1 have been provided.
We have been the auditor of the Company for 4 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.
2/5
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
2023 financial statements. Furthermore,
Revenue over Time from Contracts with Customers
and
Valuation
of
G
oodwill 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 2023, revenue recognised over time from
contracts with customers
constituted NOK 1 372
645
thousand, equal to approximately 94% of total
operating revenues. NOK
113 690 thousand of
revenue recognised over time is accrued
income
form uncompleted contract
s at the balance-sheet
date. Revenue over time from contracts with
customers is recogni
sed 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 seve
ral reasons 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 contrac
t revenues
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.
The accountings prin
ciples and notes 3 and 4 to
the consolidated financial statement
include further
informa
tion 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 Group’s
accounting principles and IFRS 15 Revenue from
contracts with customers. We found that the
accounting treatment was consistent with the
content of the contracts and that accounting
princip
les were based on IFRS 15.
Through meetings with management and project
leader
s, 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
es
timates 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.
Es
timating project revenues and associated costs
and
, if applicable, calculating stage of completion
require
exercise of 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.
•
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
corresponded to amounts recognised in
the financial statements.
We found that assumptions used, and judgements
made by management were reasonable.
We further evaluated the
information provided in
the accounting principles and
in notes 3 and 4 to
the consolidated financial statements,
and found it
to be adequate and appropriate.
Annual Report 2023 Independent auditor’s report
Independent auditor’s report
72
3 / 5
Valuation of Goodwill and Intangible Assets
On 31 December 2023
the carrying amount of
goodwill and intangible assets in the Group’s
financial statements was NOK
1 102 273
thousand,
equal to approximately
52% of total assets.
Goodwill and intangible assets with indefinite
economic life are tested for impairment at leas
t
annually. 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 2023, 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 recorde
d.
We focused 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.
R
efer 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 genera
ting 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
consistent 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
and
found it to be adequate and appropriate.
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 s
tatements, 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 info
rmation 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
appears 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 audi
t, it is our opinion that the Board of Directors’ report
•
is consistent with the financial statements and
•
contains the information required by applicable statutory requirements.
4 / 5
Our opinion on the Board of Director’s report applies correspondingly to
the statements on Corporate
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 IFRS Accounting 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:
•
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 draw
attention in our
auditor’s report to the related disclosures in the financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor's report. However, future events or conditions may
cause the Company and the Group to cease to continue as a going concern.
•
evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events
in a manner that achieves a true and fair view.
Independent auditor’s report
cont.
Annual Report 2023 Independent auditor’s report
73
5 / 5
•
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, actions taken to
eliminate threats or safeguards applied.
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 unl
ess law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should
not be communicated in our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory 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 2023.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, 4 April 2024
PricewaterhouseCoopers AS
Lars Ole Lindal
State Authorised Public Accountant
Independent auditor’s report
cont.
Annual Report 2023 Independent auditor’s report
74
Annual Report 2023 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 4 April 2024, Volue’s board comprised ten
members, of which three are employee-elected.
Volue’s board is composed such that it is able to act
independently of any special interests.
75
Benjamin Kristoffer Golding
Chairman of the Board
Benjamin Kristoffer Golding has been the Chief
Executive Officer of Arendals Fossekompani
ASA since May 2023. Prior to this he was a
member of the executive management team of
DNB. Golding has a broad industrial background
from Aker Solutions, Orkla and McKinsey, as
well as various board positions. He holds a
MSc of technology within cybernetics from
the Norwegian University og Science and
Technology (NTNU).
Chairman of the Board in Volue since: April 2023
Elected until: 2025
Independent of Executive Management
Current Board positions: Chairman of the board
of ENRX AS
Number of shares in Volue ASA: 0
Board meetings attended in 2023: 8/11
Ingunn Ettestøl
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: Kilandfoss AS (Chair),
Etcona AS (Chair) and member of the board
of directors of Arendals Fossekompani’s
Pensjonskasse; Miljøfyrtårn og Vegårshei
Skogeierlag.
Member of: Audit Committee
Number of shares in Volue ASA: 6
187
Board meetings attended in 2023: 7/11
Lars Peder Fosse Fensli
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: 2025
Independent of Executive Management
Current Board positions: Chairman of the board
of Alytic AS, Charmain of the board of AFK
Property AS, member of the board of directors
Vergia AS, Appsens AS, Ørshall AS
Member of: Chair of the Audit Committee
Number of shares in Volue ASA: 17
000
Board meetings attended in 2022: 11/11
Annual Report 2023 Members of the Board
Henning Hansen
Deputy Chairman of the Board
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,Kabal AS 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.
Member of: Audit Committee
Number of shares in Volue ASA: 42
857
Board meetings attended in 2023: 11/11
76
Annual Report 2023 Members of the Board
Christine Grabmair
Board Member
Christine Grabmair acts as the Chief
Transformation Officer weithin the
renewable Business at BayWa r.e. driving the
organizational and digital transformation.
She brings about 20 years of experience from
the industrial and technology industries in
various senior management positions in Steel,
Automotive and Energy Business.
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 2023: 09/11
Annette Maier
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: 2025
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 2023: 08/11
Anja Schneider
Board Member
Anja Schneider serves as Senior Vice President
and Chief Operating Officer (COO) globally or 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 23 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: 2025
Independent of Executive Management and the
company’s main shareholder
Number of shares in Volue ASA: 0
Board meetings attended in 2023: 08/11
Dagmara Zellma
Board Member, elected by the employees
Dagmara Zellma holds the positions as Manager
and Software Automation Engineer in Energy
Solutions at Volue and has been with the
company since 2021.
Prior to this Zellma worked in Asseco Poland
(the largest Polish IT company), Powel (2016-
2020) and Acxiom (2020-2021).
In addition, she works as a lecturer at the
Gdańsk University WSB Merito.
She holds a Master of Science in Mathematics
from University of Gdańsk.
Board member since: September 2023
Elected until: 2025
Number of shares in Volue ASA: 0
Board meetings attended in 2023: 03/11
77
Annual Report 2023 Members of the Board
Knut Ove Blichner Stenhagen
Board Member, elected by the employees
Knut Ove Blichner Stenhagen holds the position
as Head of Projects, Arendal in Scanmatic AS (a
subsidiary company of Volue, formerly known
as Volue Industrial IoT). Prior to this Stenhagen
has worked as Head of Operations, Arendal
(2023), Head of Automation (2018-2022)
and Development engineer (2012-2017) in
Scanmatic and as a Project Engineer at Siemens
(2009-2012). He holds a Master of Science
in Engineering Cybernetics from Norwegian
University of Science and Technology (2009).
He has also served as member of the board of
directors of Scanmatic AS from 2014 to 2022.
Board member since: 2020
Elected until: 2025
Number of shares in Volue ASA: 6
946
Board meetings attended in 2023: 11/11
Kjetil Kvamme
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: 2025
Number of shares in Volue ASA: 0
Board meetings attended in 2023: 11/11
78
Annual Report 2023 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.
•
ARR
– Annual Recurring Revenues is defined as revenues from recurring contracts including software
as a service. Includes also elements of reoccurring revenue, for Scanmatic that is reported under Other
segments.
•
EBIT
- Profit/loss before tax and net finance cost.
•
EBITDA
- Profit/loss before tax, net finance cost, depreciation, amortisation and impairment.
•
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 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. 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, beer, and more
profitable future.
Volue ASA
Chr. Krohgsgate 16
Postboks 9008
NO-0186 Oslo
Norway
info@volue.com
+47 73 80 45 00