2
ENDÚR ASA - ANNUAL REPORT 2022
Contents
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ENDÚR ASA - ANNUAL REPORT 20223
BOARD OF DIRECTORS’ REPORT
Board of Directors’ Report 2022Endúr ASA (OSE: ENDUR) is a leading supplier of construction and maintenance projects, services, and solutions for marine infrastructure, including facilities for land-based aquaculture, quays, harbours, dams, bridges and other specialised concrete and steel projects. The company and its subsidiaries also offer a wide range of other specialised project and marine services. Endúr ASA is headquartered in Lysaker, Norway.
THE YEAR IN REVIEW
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[1] Assuming the acquisition of Marcon and Artec Aqua was undertaken January 1st, 2021, pro forma revenue, EBITDA and EBIT for 2021 amounted to NOK 2 185.7 million, NOK 149.0 million and NOK -8 million, respectively.
4
ENDÚR ASA - ANNUAL REPORT 2022
BOARD OF DIRECTORS’ REPORT
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Marine Infrastructure
In 2022 the operating activities in the Marine Infrastructure segment were undertaken through BMO Entreprenør AS, Marcon-Gruppen i Sverige AB (Marcon) and Installit AS (sold in April 2022).
BMO Entreprenør is a market leader within maintenance and rehabilitation services for critical marine infrastructure such as quays, harbours, dams, bridges and other specialized concrete and steel projects to public and private customers in the Norwegian market.
Marcon-Gruppen i Sverige AB is the parent company of a Swedish market leading marine infrastructure group that performs a range of services connected to marine infrastructure construction and marine services, as well as other adjacent services including hydrographical services, dredging, rentals, inspections and diving. The group consists of 10 subsidiaries, including the newly acquired Dykab, a company providing marine infrastructure services out of Luleå, a city located in Norrbotten, Sweden’s northernmost county. The acquisition contributes to Marcon’s strategic foothold in marine infrastructure and contributes as a growth platform for Marcon's activities in Northern Sweden. Dykab was acquired in May 2022.
Installit AS (Installit) is an engineering and technology company providing project management and engineering services within subsea cable installation and marine operations for the marine and renewables
ENDÚR ASA - ANNUAL REPORT 20225
BOARD OF DIRECTORS’ REPORT
industries. Installit was sold to Deep Ocean Group in April in order to enhance focus on core markets and operations. Installit had immaterial contributions to the group results in Q1.
[2] [2] 
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2022
2021 [2]
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2022
2021 [3]
Revenue
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1 115.7
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Back-log
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Total revenue for the Aquaculture Solutions segment in 2022 was NOK 1 289.5 million (2021: NOK 1 115.7 million, proforma [3]), with an EBITDA of NOK 51.3 million (2021: NOK 55.6 million, proforma [3]). The segment results are highly affected by Artec Aqua's build-out of Salmon Evolution BTA approaching final stages as EBITDA and EBITDA-margins are affected by production above target price and mainly cost coverage on the final stages of the project.
The Aquaculture Solutions segment’s order backlog stood at NOK 304 million at year end 2022, compared to NOK 1 284 million at year end 2021. The backlog does not include estimated contract value of NOK 1.6 billion of the construction phase on Geo Salmo and several other letters of intent and conditional agreements. Artec Aqua’s backlog of early phase projects and leads
was also affected by the market uncertainties following the announcement of resource rent tax in September 2022, causing a delay in conversion into firm backlog. There are still uncertainties at year end 2022, but the market outlook has improved. 
in 2022 was NOK 216.9 million (2021: NOK 190.2 million), with an EBITDA of NOK -10.7 million (2021: NOK -55.3 million).
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Based in Bergen, employing its own slip, drydock, quay, machining and welding workshops, Maritime provides a range of maintenance and repair services for ships, various marine vessels and related equipment. The company has extensive competences and experience within ship technical maintenance for complex vessels with strict quality and operational safety requirements, and services both military and civilian maritime customers.
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[2] Proforma, assuming the acquisition of Marcon was undertaken January 1st, 2021. Reported revenue, EBITDA and EBIT for 2021 amounted to NOK 823.8 million, NOK 157.8 million and NOK 49.5 million, respectively.[3] Proforma, assuming the acquisition of Artec Aqua was undertaken January 1st, 2021. Reported revenue, EBITDA and EBIT for 2021 amounted to NOK 1 006.2 million, NOK 52,8 million and NOK 26.1 million, respectively.
6
ENDÚR ASA - ANNUAL REPORT 2022
BOARD OF DIRECTORS’ REPORT
The change in EBITDA from 2021 is mainly due to a significantly lower operating cost in the holding company, due to both measures taken to optimize efficiency and significantly lower levels of restructuring expenses. In addition, the group subsidiary Maritime, has undergone significant operational improvements in 2022 which have materialized in the segment results.
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See note 23 of this report for a more detailed review of financial risk.
ORGANISATION
Lasse B. Kjelsås, the previous Chief Financial Officer (CFO), resigned from his position as of 29 April 2022 and Einar Olsen assumed the function of interim CFO. Olsen was appointed as permanent CFO from 2 August 2022. Olsen has been employed by Endúr ASA since the autumn of 2021 as Head of business development and controlling.
Kenneth Andersson assumed the role of CEO in Marcon as of November 2022, taking over from Jörn Rydberg. Jörn Rydberg is the original founder and will continue as Chairman of the board for Marcon. Andersson has been employed by Marcon since 1990 and previously held the position as CTO.
CORPORATE SOCIAL RESPONSIBILITY
AND ESG
Endúr is committed to securing a sustainable future for the present and future generations. Sustainability in Endúr means creating value through responsible business decisions that
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Endúr works systematically and continuously on improving the systems for quality, health, safety culture and the environment (QHSE) connected to the Group’s operations. The Group has a zero incident / accident vision for incidents
ENDÚR ASA - ANNUAL REPORT 20227
BOARD OF DIRECTORS’ REPORT
connected to HSE, quality deviations and incidents impacting the environment. The goal is to avoid injuries or work-related illness, as well as ensuring the correct quality of deliveries and avoid negative impact on the environment.
The Group systematically develops process-based quality systems within each specific business area. An important part of this
work is a dedicated focus on the management systems and to ensure that these are quality assured through internationally standards such as internationally recognised ISO certifications. To ensure the priority and focus on quality management, all subsidiaries are either qualified or under ongoing qualification under the international standard ISO 9001 for quality management systems.
In an ever-changing world, we constantly turn to the touchstone of our three core values:
01 Safety
We put the safety of our people, our clients and the environment at the heart of everything we do. Every day and everywhere.
02 Flexibility
Our systems and processes are agile, adaptable, and responsive to outside changes. We apply our thinking differently every time.
03 Trust
We embrace traditional values – and foremost among these is trust. We live by our word and expect our business peers to do likewise.
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Endúr maintains a continuous focus on environmental improvement when it comes to production processes and the use of alternative products and services in order to reduce the Group’s environmental footprint. Several of the Group’s subsidiaries are qualified through or compliant with ISO 14001, the international standard for environmental management systems, to optimize the Group’s work towards reducing environmental impact.
Although our operations are working towards sustainability, our operations are highly dependent on materials and machinery with significant greenhouse gas emissions. The Group therefor strives for minimal use of solvents, energy and water and the use of fossil energy machinery where possible in our operations. This includes recycling and reusing materials, replacing fossil driven machinery with electric machinery where possible and working on zero emission projects with our clients. A large portion of our machinery are running on Biodiesel and hybrid technology. In addition, collaborative agreements have been established with approved companies that ensure that hazardous waste is handled safely and according to regulations. The Group focuses on reduced use of environmentally harmful products by increasing the awareness of the total environmental impact of a product throughout its lifecycle.
There were no serious incidents that had consequences for the environment registered in 2022 and 2021.
The Group has minimal revenue from the oil sector during 2022, totalling approximately 0.5 %.
Social impact
Safe and secure workplace
Safety for our people and our clients is one of Endúr’s core values, and will always remain one of our top priorities throughout our operations. The Group continuously monitors and further develops its systems, competences and learning in order to manage and reduce safety-related risks for all our activities. Operational activities employ electronic tools for all guiding documentation connected to the above-mentioned certifications both for reporting purposes as well as attending to any incidents and non-conformances. The Group subsidiaries have implemented digital systems for risk assessment and maintenance management. Our ultimate goal is zero injuries.
For 2022, our LTI -value (H1-verdi) was 15.5, compared to 11.1 in 2021. The average sick leave among Endúr’s employees in 2022 was 4.3 %, whereas women in the group had an average sick leave of 4.8 % and men had an average sick, leave of 4.1 %. For 2021 the corresponding figures was 4.6 % for the group in total, and 4.5 % for women and 4.6 % for men. The average sick leave amongst Norwegian employees in 2022 was 4.4 % vs. 4.7 % in 2021 and for Swedish employees the corresponding figures was 4.2 % in 2022 and 3.7 % in 2021.
Endúr ambitions to reduce sick leave to a level corresponding to or better than the national averages. The sick leave within the industry sector in Norway in 2022 was 6.1 %
[
4
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, and 3.5 % in Sweden[
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.Personnel, equality, competence development and diversity
Per 31 December 2022 the Group had 495 employees, the great majority of which
[4] Source: SSB[5] Source: Statistikmyndigheten SCB 
8
ENDÚR ASA - ANNUAL REPORT 2022
BOARD OF DIRECTORS’ REPORT
in full-time positions. The Group strives to create a good culture and working environment for all our employees and has a zero tolerance towards all types of harassment, discrimination, or other forms of behaviour that colleagues, customers, suppliers or others may perceive as threatening or derogatory. Endúr encourages its employees to alert either management or employee representatives when subjected to or witnessing any negative deviations in the work environment. The groups subsidiaries have also established anonymous whistleblowing channels and the Group management is currently working on establishing core ethical guidelines to be implemented in all subsidiaries, aligning the subsidiaries work towards a safe workplace.
The Group considers it important to promote gender equality and prevent discrimination in conflict with the Gender Equality Act. A substantial part of Endúr’s operational activities, particularly in the Marine Infrastructure segment, is comprised of construction-type occupations traditionally dominated by male employees. The Group maintains a dedicated focus on recruiting more female employees across occupations and at all levels. The salary for women is considered the same as for men in similar positions. Long- and short-term goals have been established to help increase the percentage of women in the Group, both in terms of employment and in terms of management positions.
By the end of 2022, the percentage of female employees was 10.5 %, of which 50 % of executive management in the Group and subsidiaries, compared to 10 % by the end of 2021, with 17 % of women in executive management. At the end of 2022, the Board of Endúr ASA consisted of 40 % female directors.
Endúr relies on talented, experienced, and qualified managers and co-workers. All employees are and shall be treated equally, regardless of ethnicity, nationality, sexual orientation, gender, religion, or age. Equal opportunities are offered for development and promotion to management positions.
Endúr remains convinced that diversity benefits the Group’s business, provides access to a wider range of talent and ensures better and wider understanding of customers, suppliers, and other stakeholders. Different perspectives drive innovation and growth, which is why Endúr endeavours to recruit and develop people of different ethnic backgrounds, ages and genders. To the extent possible, Endúr tries to implement working conditions enabling individuals with diminished functional abilities to work for the Group.
Governance impact and ethical business
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The Norwegian Transparency Act (Åpenhetsloven) came into force 1 July 2022, increasing the focus and transparency of human rights and decent working conditions throughout the supply chain of businesses. As part of our compliance with laws and regulations and our HR policies across the Group’s operations centred in the Nordic countries, we believe our exposure to human rights risk on our direct work force to be at a low level, but we acknowledge that the risk of human rights violations are present in our supply chain through our third party
contractors and down to the lowest level of raw materials used in our client deliveries. The Group has put together a task force throughout the subsidiaries to carry out a risk analysis on our supply chain to seek to identify, understand and review the risk on human right violations in our deliverables to our clients. We believe this work to be an integral part of building our ethical practice policies going forward and working together with our suppliers to minimize and eliminate human rights violations as well as promoting decent working conditions in our industry.
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CORPORATE GOVERNANCE
Endúr ASA believes that the foundation for good Corporate Governance should be built on clear and transparent relationships between the owners, the Board, and the management.
Corporate Governance shall ensure credibility and trust among all stakeholders and form a good foundation for furthering sustainable value creation and good results. Good business management is an important prerequisite for achieving Endúr ASA’s vision and carrying out our strategy plans. Good business management contributes to the Group’s long-term value creation, while the resources are utilised in an efficient and sustainable manner.
Endúr ASA’s guidelines for corporate governance follow the recommendation of The Norwegian Committee for Corporate Governance (NUES), available at www.nues.no. Endúr’s goal is to follow the NUES recommendation of strengthening the trust in the company and contribute to the greatest possible value creation in the long term, to the best of the shareholders, employees, and other stakeholders.
Endúr’s principles for Corporate Governance are available on the company’s website.
SHARE CAPITAL, SHARES AND
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ENDÚR ASA - ANNUAL REPORT 20229
BOARD OF DIRECTORS’ REPORT
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EVENTS AFTER THE BALANCE SHEET
DATE
■
Refinancing and private placement
The company successfully raised NOK 140 million in a private placement 11 January 2023 through new shares. The equity was raised in connection with a committed bank financing, in order to refinance the Company’s senior secured open callable NOK 1,100 million bond loan with ISIN NO0010935430. The net principal amount outstanding at bond redemption was NOK 810 million. The bank financing totalled to approx. NOK 700 million from a syndicate consisting of SpareBank 1 SR-Bank ASA and SpareBank 1 SMN. The bank financing includes a NOK 250 million term loan ("Facility A"), a SEK 300 million term loan ("Facility B") and a NOK 150 million
overdraft facility ("Facility C") (together, the "Facilities"). Facility A and B will have 3-year maturity with quarterly instalments of NOK 12 million and SEK 13 million, respectively, with first instalments to be made in Q4 2023. The bond was redeemed effective on 16 March 2023. The Company paid a break-fee of 3.68 % of the nominal outstanding principle amount.
MARKET AND FUTURE OUTLOOK
After the strategic acquisitions of BMO Entreprenør, Marcon and Artec Aqua in late 2020 and early 2021 and the decision to discontinue previous operations outside the core segments of Marine Infrastructure and Aquaculture Solutions, it is The Board's opinion that The Group's overall outlook is positive. The Group’s operating and financial performance in 2022 clearly supports this view.
The outlook for The Group's Norwegian Marine Infrastructure activities remains favourable. While inflation and changes in public spending in new infrastructure projects may impact the general construction market negatively, this has not been the case for the niches in which BMO Entreprenør operates. On the contrary, the maintenance gap has continued to increase, yielding higher demand, order backlogs and tender activity. At the same time, public investments in Sweden within the niches of Marcon, are rapidly increasing, yielding additional growth opportunities in Sweden and other countries in Northern Europe. Growth within Marine Infrastructure represents a highly attractive opportunity, as both BMO Entreprenør and Marcon have a history for creating high-end margins at the back of apparent competitive advantages. These competitive advantages include; equipment and competence specialized to market niches, flexible organizations with strong culture and understanding of business, trusted brand names and vast networks, and a selective approach to tenders with clear preference towards known and manageable operations and risks.
Generally, land-based grow-out salmon farming is subject to significant attention, both within the aquaculture industry as well
as the investor community. There is a host of planned major onshore salmon grow-out facilities either in the pipeline or being planned, both in Norway and internationally. The proposed Norwegian resource rent tax for offshore aquaculture may have caused a temporary halt in new investments in land-based facilities for smolt, but provides a long-term competitive advantage for land-based aquaculture. The drive towards undertaking a greater part of aquaculture production on shore is powered by several fundamental issues and concerns, herein biology, sustainability and basic business economics. In addition to the firm backlog, Artec Aqua has entered into several early-phase projects with secured LOIs expected to materialize in near term, as well as the build-out for Geo Salmo at Iceland expected to commence during H2 2023. While the last year’s inflationary environment may have altered the timing of some investment decisions, Artec Aqua has a unique market position with their in-house developed hybrid technology, yielding market leading water quality and fish welfare, as supported by the strong production results from Salmon Evolution BTA. It is also worth noting that Endúr Sjøsterk has a strong backlog going forward.
Outside Marine Infrastructure and Aquaculture Solutions, Endúr Maritime has seen steadily improving financial results in 2022 with increasing activity levels, at the back of several measures taken to streamline the company’s operations. Revenue coverage for coming quarters is solid and one expects sustained business from The Norwegian Defence through the company’s current contract, but also being pre-qualified as part of a consortium for a new and long-term maintenance contract for the same customer.
Finally, one cannot assess the development in The Group's outlook without considering the highly positive financial development in FY 2022. LTM EBITDA, both reported and adjusted, has increased and net interest-bearing debt has decreased, providing improved liquidity and a decreasing leverage ratio. All of these factors have
10
ENDÚR ASA - ANNUAL REPORT 2022
BOARD OF DIRECTORS’ REPORT
contributed to the subsequent refinancing of The Group’s bond loan in early 2023. As such, a platform for further and profitable growth is very much at place by the end of 2022.
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Lysaker - 26 April 2023
Board of Directors and CEO of Endúr ASA
Pål Reiulf Olsen
(Chairman)
-sign
Jeppe Bjørnerud Raaholt
(CEO)
-sign
Bjørn Finnøy
-sign
Kristine Landmark
-sign
Hedvig Bugge Reiersen
-sign
Jörn Ryberg
-sign
ENDÚR ASA - ANNUAL REPORT 202211
ANNUAL ACCOUNTS - GROUP
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ENDÚR ASA - ANNUAL REPORT 2022
ANNUAL ACCOUNTS - GROUP
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ENDÚR ASA - ANNUAL REPORT 202213
ANNUAL ACCOUNTS - GROUP
Consolidated Statementof Profit or Loss2 492.2 1 998.9 18.3 10.1 2 510.5 2 009.1 96.3 19.8 2.1 14.3 45.1 9.1 - 15.3 9.1 9.1 9.1 
0.33 0.33 0.33 0.33 
(NOKm)
Note
2022
2021
Continued operations
Revenue
4, 5, 29
Other revenue
Revenue
Cost of materials
29
(1 613.8 )
(1 297.4 )
Payroll expenses
6, 25, 27, 30
(424.4 )
(380.0 )
Depreciation, amortisation, impairment
11, 12, 13, 14
(133.7 )
(142.4 )
Other operating expenses
28, 29
(242.3 )
(192.8 )
Operating expenses
(2 414.2 )
(2 012.6 )
Operating profit/loss
(3.5 )
Financial income
7
Financial expenses
7
(101.8 )
(110.8 )
Net financial items
(82.0 )
(108.7 )
Profit/loss before tax
(112.2 )
Income Tax
8
(5.2 )
Profit/loss - continued operations
(67.1 )
Discontinued operations
Profit/loss - discontinued operations
9
Profit/loss for the period
(51.8 )
Other comprehensive income
Items which may be reclassified over profit and loss in subsequent periods
Exchange rate differences
(11.7 )
(8.0 )
Other comprehensive income for the period, net of tax
(11.7 )
(8.0 )
Total comprehensive income
(2.6 )
(59.8 )
Profit/loss attributable to:
Owners of the company
(51.8 )
Profit/loss
(51.8 )
Total comprehensive income attributable to:
Owners of the company
(2.6 )
(59.8 )
Total comprehensive income
(2.6 )
(59.8 )
Earnings per share
Basic earnings per share (NOK)
10
(0.05 )
Diluted earnings per share (NOK)
10
(0.05 )
Earnings per share – continued operations
Basic earnings per share (NOK)
10
(0.06 )
Diluted earnings per share (NOK)
10
(0.06 )
14
ENDÚR ASA - ANNUAL REPORT 2022
ANNUAL ACCOUNTS - GROUP
Consolidated Statement of Financial Position1 071.1 1 120.7 391.7 426.0 88.9 93.1 6.6 1.1 18.3 1.3 1 576.6 1 642.2 25.5 26.3 123.5 30.8 549.7 504.8 314.8 304.4 1 013.6 866.3 2 590.2 2 508.5 
(NOKm)
Note
2022
2021
ASSETS
Intangible assets and goodwill
11, 13
Property, plant and equipment
12
Right-of-use assets
14
Financial assets
20, 22
Other non-current assets
Total non-current assets
Inventories
15
Contract assets
5
Trade and other receivables
16, 20
Cash and cash equivalents
17, 20
Total current assets
TOTAL ASSETS
ENDÚR ASA - ANNUAL REPORT 202215
ANNUAL ACCOUNTS - GROUP
(NOKm)
Note
2022
2021
EQUITY AND LIABILITIES
Equity
Share capital
24
Share premium
Other paid-in capital
Other reserves
(19.7 )
(8.0 )
Retained earnings
Equity
Liabilities
Deferred tax liabilities
8
Loans and borrowings
20, 21, 23
Lease liabilities
14
Other non-current liabilities
Total non-current liabilities
Loans and borrowings
20, 21
Lease liabilities
14
Trade and other payables
18, 19, 20, 23
Tax payables
8
Contract liabilities
5
Total current liabilities
Total liabilities
TOTAL EQUITY AND LIABILITIES
16
ENDÚR ASA - ANNUAL REPORT 2022
ANNUAL ACCOUNTS - GROUP
Consolidated Statement of Cash Flows 9.1 84.5 76.5 49.2 43.1 - 22.8 5.2 101.8 110.8 101.5 256.7 0.7 15.7 72.5 7.2 - 266.7 2.5 75.6 32.6 - 20.8 - 638.7 2.0 1 100.0 1 155.7 10.8 136.6 304.4 167.8 314.8 304.4 8.9 17.1 
(NOKm)
Note
2022
2021
Cash flow from operating activities
Profit/loss for the period
(51.8 )
Adjustments for non-cash items
Depreciation
11
Amortization
12
Impairment
13
Tax expense
8
(45.1 )
Gains and losses on disposals
3, 9
(7.6 )
(51.9 )
Adjustments for non-operating items
Financial income
7
(19.8 )
(2.1 )
Financial expenses
7
Changes in current operating assets and liabilities:
Trade and other receivables
16
(44.9 )
(372.3 )
Trade and other payables
18
Inventories
15
Contract assets
5
(92.7 )
(30.0 )
Contract liabilities
5
(1.3 )
Other changes from demeasurement, acquisitions and reclassification
Net cash flow from operating activities
(28.9 )
Cash flow from investment activities
Acquisition of PP&E and intangible assets
11, 12
(46.7 )
(120.5 )
Proceeds from sale of PP&E
11
Net outflow from non-current receivables
(16.9 )
Effect bankruptcy in subsidiary
9
(0.6 )
Business combinations, net cash (acquisition)
3
(5.2 )
(957.1 )
Business combinations, net cash (sale)
3
(12.2 )
Net cash flow from investment activities
(45.5 )
(982.2 )
Cash flow from financing activities
Proceeds from capital increases
24
Proceeds from loans and borrowings
21
Repayment of non-current loans and borrowings
21
(90.7 )
(430.8 )
Repayment of current loans and borrowings
21
(3.2 )
(16.4 )
Payment of interest
(78.9 )
(102.1 )
Repayment of principle and interest on lease liabilities
14
(28.0 )
(33.7 )
Net cash flow from financing activities
(198.7 )
Currency translation effects
(11.7 )
(8.0 )
Net cash flow
Cash and cash equivalents as per 1.1
Cash and cash equivalents per 31.12
Of which restricted cash
17
ENDÚR ASA - ANNUAL REPORT 202217
ANNUAL ACCOUNTS - GROUP
Consolidated Statement of Changes in Equity 13.7 888.7 4.0 - 898.4 - - - 9.1 - 9.1 - - - - 13.7 888.7 4.0 9.1 895.8 7.3 308.2 4.0 - - 319.6 - - - - - - - - 4.0 466.8 - - - 470.8 2.4 165.5 - - - 167.9 - 51.8 - - 13.7 888.7 4.0 - 898.4 
(NOKm)
Share capital
Share premium
Other
paid-in capital
Retained earnings
Translation reserves
Total equity
Equity 1.1.2022
(8.0 )
Profit (loss)
Other comprehensive income,
exchange differences
(11.7 )
(11.7 )
Equity 31.12.2022
(19.7 )
Equity 1.1.2021
Profit (loss)
(51.8 )
(51.8 )
Other comprehensive income,
exchange differences
(8.0 )
(8.0 )
Issue of shares - Business combination
Issue of shares
Adjustment
(51.8 )
Equity 31.12.2021
(8.0 )*
* The amount has been reclassified from the 2021 Annual statement
18
ENDÚR ASA - ANNUAL REPORT 2022
ANNUAL ACCOUNTS - GROUP
Notes to the Consolidated AccountsEndúr ASA public limited liability company based in Norway Strandveien 17, 1366 Lysaker, Norway The consolidated financial statements of the Endúr group have been prepared in accordance with EU approved International Financial Reporting Standards (IFRS) and associated interpretations , and also the additional Norwegian information requirement pursuant to the Norwegian Accounting Act, and that are applicable as at 31 December 2022. The consolidated accounts is for the period 01.01.2022 until 31.12.2022. The proposed annual accounts were adopted by the Board of Directors on 26 April 2023. The annual accou nts will be dealt with by the Ordinary General Meeting in May 2023 for final approval .The consolidated accounts are presented in NOK, which is also the functional currency of the parent company. For accounts of foreign operations with a different functional currency, income statement items are converted at the average exchange rates per month. Assets and liabilities are converted at the exchange rate in effect on the balance sheet date. Financial information is stated in NOK million, unless otherwise specified.
NOTE 1:
CORPORATE INFORMATION
NOTE 2:
ACCOUNTING PRINCIPLES
DECLARATION OF CONFORMITY
BASIS OF MEASUREMENT
The consolidated financial statements have been prepared based on historical cost, with the exemption of financial instruments at fair value.
BASIS OF CONSOLIDATION
The consolidated accounts include the parent company Endúr ASA and subsidiaries. The parent company and the subsidiaries are referred to collectively as “the Group” and individually as “group companies”.
Business combinations
The Group accounts for business combinations using the acquisition method when control is transferred to the Group. The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Transaction costs are expensed as incurred.
Subsidiaries
A subsidiary is a company controlled by the group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.
Loss of control
When the group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related non-controlling interest and other components of equity. Any resulting gain or loss is recognised in profit or loss. Any interest retained in the former subsidiary is measured at fair value when control is lost.
ENDÚR ASA - ANNUAL REPORT 202219
ANNUAL ACCOUNTS - GROUP
Transactions eliminated on consolidation
Transactions between group companies and inter-company balances, including internal profit and unrealised gains and losses, are eliminated. Unrealised gains that arise from transactions with associated companies are eliminated with the group’s share in the associated company. The same applies to unrealised loss, but only if there are no indications of an impairment of the asset that has been sold internally. The consolidated accounts have been prepared on the assumption of uniform accounting principles for similar transactions and other events under similar circumstances.
ACCOUNTING ESTIMATES
Preparation of the annual accounts in accordance with IFRS includes valuations, estimates and assumptions that influence both the choice of accounting principles applied and reported amounts for assets, obligations, income and expenses. During preparation of the annual accounts, the management has used estimates based on best judgement and assumptions that are considered realistic based on historical experience. Actual amounts may differ from estimated amounts. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.
Judgements
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Assumptions and estimation uncertainties
Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment in the year to come is included in the following notes:
Note 8Recognition of deferred tax assets; availability of future taxable profit against which carry forward tax losses can be used.
Note 13 Impairment test: key assumptions underlying recoverable amounts.
Note 19 Recognition and measurement of provisions and contingencies; key assumptions about the likelihood and magnitude of an outflow of resources.
CHANGES IN ACCOUNTING PRINCIPLES AND NEW PRONOUNCEMENTS
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ENDÚR ASA - ANNUAL REPORT 2022
ANNUAL ACCOUNTS - GROUP
NOTE 3:
BUSINESS COMBINATIONS AND SALE OF BUSINESS
BUSINESS COMBINATIONS AND SALE OF BUSINESS IN 2022
Dykab
In May 2022, Endúr ASA through subsidiary Marcon-Gruppen I Sverige AB, acquired 100 % of the shares in Dykab, a company providing marine infrastructure services out of Luleå, a city located in Norrbotten, Sweden’s northernmost county. The acquisition strengthens Marcon’s strategic foothold in marine infrastructure and contributes as a growth platform for Marcon's activities in Northern Sweden.
(NOKm)
Dykab
Cash considerations
8.6
Total considerations
8.6
Book value of net assets and liabilities at recognition
3.9
Excess values
4.7
Allocated to identifiable excess values
4.3
Allocated to goodwill
0.4
Cash consideration
8.6
Cash balance at recognition
3.4
Cash outflow (+) /inflow (-)
5.2
See note 26 for the consolidated results of operations from Dykab in 2022.
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BUSINESS COMBINATIONS AND SALE OF BUSINESS IN 2021
In March 2021, Endúr acquired Artec Aqua AS and Marcon-Gruppen I Sverige AB, for details regarding the transactions, please refer to the Group’s Annual report 2021. For discontinued operations in 2021, see note 9.
ENDÚR ASA - ANNUAL REPORT 202221
ANNUAL ACCOUNTS - GROUP
NOTE 4:
OPERATING SEGMENTS
OPERATING SEGMENTS
Endúr reports in 2022 distributed on the following segments. These segments offer different products and services, and are managed separately because they require different marketing strategies. Inter-segment pricing is determined on an arm’s length basis.
Segment performance is measured by operating profit before depreciation, amortization and write-downs (EBITDA) and operating profit (EBIT). This is included in internal management reports, of which are being reviewed by the Group’s executive management.
Aquaculture solutions
The Aquaculture solutions segment includes production of concrete barges for the aquaculture industry. Consists of the companies Artec Aqua AS, Endúr Sjøsterk AS and Endúr Eiendom AS.
Marine infrastructure
The Marine infrastructure segment includes harbour/quay construction and maintenance and underwater services. Consists of the companies BMO Entreprenør AS, Marcon-Gruppen i Sverige AB and Installit AS.
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Other
Other includes maritime service and ship maintenance, unallocated corporate costs and Group financing. Consists of the companies Endúr Maritime AS, Endúr ASA, Endúr Bidco AS, Endúr Invest AS and BG Malta Ltd. Endúr Bidco AS and Endúr Invest AS was merged into Endúr ASA as of 30 November 2022 using the principles of accounting continuity.
2022 (NOKm)
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Total
Operating revenue
1 289.5
1 018.9
216.9
(33.1)
2 492.2
Operating profit / loss EBITDA
51.3
182.2
(10.7)
7.2
230.0
Depreciation, Amortization
(33.0)
(90.6)
(10.1)
0.0
(133.7)
Impairment
-
(0.0)
-
0.0
(0.0)
Operating profit / loss EBIT
18.3
91.5
(20.8)
7.2
96.3
Segments assets
1 171.1
1 386.1
410.5
(377.5)
2 590.2
Segments liabilities
449.3
600.0
1 016.0
(370.9)
1 694.4
2021 (NOKm)
Aquaculture solutions
Marine infrastructure
Other
Intra-group eliminations
Total
Operating revenue
1 006.2
813.8
190.2
(11.3)
1 998.9
Operating profit / loss EBITDA
52.8
157.8
(55.3)
(16.4)
138.9
Depreciation, Amortization
(26.7)
(85.5)
(7.4)
(0.0)
(119.6)
Impairment
-
(22.8)
-
-
(22.8)
Operating profit / loss EBIT
26.1
49.5
(62.7)
(16.4)
(3.5)
Segments assets
1 199.7
1 264.9
428.4
(384.6)
2 508.5
Segments liabilities
456.3
470.9
1 053.1
(370.3)
1 610.0
Revenues from two customers of the Group’s Aquaculture solutions segment represented approximately NOK 700 million and NOK 260 million of the Group’s total revenues in 2022.
There is no other customer in the Group where the recognised revenue is more than 10 percent of total revenues in 2022.
22
ENDÚR ASA - ANNUAL REPORT 2022
ANNUAL ACCOUNTS - GROUP
NOTE 5:
REVENUE FROM CONTRACTS WITH CUSTOMERS
FINANCIAL REPORTING PRINCIPLES
Revenue is measured based on the consideration specified in a contract with a customer. The Group recognises revenue when it transfers control over a good or service to a customer. In the profit or loss statement revenues from contracts with customers are presented net of discounts, VAT and other public duties.
Revenue
The majority of the group’s revenues, in the Marine infrastructure and Aquaculture solutions segment, stem from projects based on Norwegian Standard Contracts (NS) for construction works. Payments may be based on fixed totals with milestone instalments, cost-plus or quantity-based unit prices. The latter two are typically billed monthly. Revenues are typically due for payment within 30 days after the billing date, while end-invoices typically are due for payment within 60 days.
Revenue in the Other segment stem mainly form service and maintenance contracts, typically with a large amount of smaller work orders. This implies that revenue mainly is recognised as point in time with limited use of stage of completion calculations. For contracts with significant fixed-price elements an input method is used to measure the progress of the project, which is the basis for recognizing revenue over time.
The majority of the group’s delivery commitments are fulfilled at project hand-over (or in some cases in accordance with partial handovers).
For revenue from projects defined as over time, Endúr primarily uses the stage of completion method, based on the estimated final contribution margins. Revenue is reported in line with actual production progress, based on degree of completion. The revenue recognition for variation orders and disputed claims with a high level of uncertainty is based on assessments of the highly probable outcome of the claim and elements that can be measured reliably.
Contract balances
A contract asset is the right to consideration in exchange for goods or services transferred to the customer. If the Group performs by transferring goods or services to a customer before the customer pays consideration or before payment is due, a contract asset is recognised for the earned consideration that is conditional.
Trade receivables represents the Group’s right to an amount of consideration that is unconditional.
A contract liability is the obligation to transfer goods or services to a customer for which the Group has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the Group transfers goods or services to the customer, a contract liability is recognised when the payment is made. Contract liabilities are recognised as revenue when the Group fulfils the performance obligation(s) under the contract.
ENDÚR ASA - ANNUAL REPORT 202223
ANNUAL ACCOUNTS - GROUP
DISAGGREGATION OF REVENUE FROM CONTRACTS WITH CUSTOMERS
Aquaculture Solutions
Marine Infrastructure
Other
Total
(NOKm)
2022
2021
2022
2021
2022
2021
2022
2021
Primary geographical markets
Norway and the Norwegian Continental Shelf
1 257.7
1 002.4
540.0
469.1
214.4
180.1
2 012.1
1 651.6
Sweden
-
-
426.0
296.9
0.8
5.8
426.8
302.7
Other
30.6
3.9
22.2
37.9
0.5
2.9
53.3
44.7
Total
1 288.2
1 006.2
988.2
803.9
215.7
188.8
2 492.2
1 998.9
Major products / service lines
Public Sector-Directly
136.3
-
559.9
460.8
145.0
102.5
841.2
563.4
Private Sector-Directly
1 151.9
1 006.2
428.3
343.1
70.7
86.3
1 650.9
1 435.6
Total
1 288.2
1 006.2
988.2
803.9
215.7
188.8
2 492.2
1 998.9
Timing of revenue recognition
Products transferred at a point in time
-
72.7
24.5
460.9
215.7
184.8
240.3
718.4
Products and services transferred over time
1 288.2
933.5
963.7
343.0
-
4.0
2 251.9
1 280.5
Total
1 288.2
1 006.2
988.2
803.9
215.7
188.8
2 492.2
1 998.9
Performance obligations that are unsatisfied at the reporting date, have an original expected duration of one year or less.
CONTRACT BALANCES
(NOKm)
31.12.2022
31.12.2021
Trade receivables
498.7
471.6
Contract assets
123.5
30.8
Contract liabilities
103.9
31.4
24
ENDÚR ASA - ANNUAL REPORT 2022
ANNUAL ACCOUNTS - GROUP
PAYROLL EXPENSES
FINANCIAL REPORTING PRINCIPLES
The Group mainly has defined contribution pension schemes that are charged against income as contributions are made to the scheme. Some group companies also have an early retirement scheme (AFP) in the LO-NHO area. The AFP scheme is accounted for as a defined contribution pension scheme, as the scheme’s administrator is not able to make the necessary calculation of obligations, assets and pension earnings for each member enterprise. Consequently, the premium and contributions will be charged against income as they arise. However, an obligation is calculated for employees who have chosen to take early retirement. These are defined as active AFPs and the obligation is equivalent to the employer’s contribution in the period from when they take early retirement until they reach 67 years of age. The obligation is recognized in the consolidated accounts under other non-current liabilities. In the previous AFP scheme, there is an under coverage. The company have accrued for the expected cost related to this under coverage.
PAYROLL EXPENSES
(NOKm)
2022
2021
Salaries and holiday pay
336.1
302.5
Employer's national insurance contribution
65.2
54.7
Share subscription program
0.0
0.9
Pension expenses
13.1
14.1
Other payroll expenses
9.9
7.7
Total
424.4
380.0
Number of employees 31.12.
495
463
The Group is required to have a pension scheme in accordance with the Norwegian law on required occupational pension schemes (“”lov om obligatorisk tjenestepensjon””). The Group’s pension arrangements fulfil the law requirements.
The Group has defined contribution pension plans for all employees. Defined contribution plans are post-employment benefit plans under which an entity pays fixed contributions into a separate entity (a fund) and will have no legal or constructive obligation to pay further contributions if the fund does not hold sufficient assets to pay all employee benefits relating to employee service in the current and prior periods. The contribution is expensed when it occurs.
ENDÚR ASA - ANNUAL REPORT 202225
ANNUAL ACCOUNTS - GROUP
NOTE 7:
NET FINANCE COSTS
NET FINANCE COSTS
Aquaculture Solutions
Marine Infrastructure
Other
Total
(NOKm)
2022
2021
2022
2021
2022
2021
2022
2021
Interest income
0.7
0.4
5.1
0.1
3.9
0.0
9.6
0.6
Interest income bond
-
-
-
-
3.5
-
3.5
-
Currency gain
0.0
-
0.0
0.2
0.3
0.2
0.3
0.4
Interest income (IFRS 16 lease)
-
-
-
0.0
-
0.1
-
0.1
Increase in value of financial instruments
-
-
-
-
6.0
-
6.0
-
Other financial income
0.1
-
0.0
0.2
0.2
0.9
0.4
1.1
Finance income
0.8
0.4
5.1
0.5
13.9
1.2
19.8
2.1
Interest expenses
0.1
0.4
0.2
0.2
3.7
2.1
4.1
2.7
Interest expenses bond
-
-
-
-
81.2
67.7
81.2
67.7
Currency loss
0.0
0.1
2.2
(0.2)
4.4
2.7
6.6
2.6
Other financial expenses
0.4
0.0
(0.0)
0.0
0.9
15.0
1.3
15.0
Interest expense (IFRS 16 lease)
0.5
0.5
2.1
2.5
1.3
1.5
4.0
4.5
Amortization bond
-
-
-
-
4.7
18.4
4.7
18.4
Finance costs
1.1
1.0
4.5
2.5
96.2
107.3
101.8
110.8
Net finance costs recognised in the income statement
(0.3)
(0.5)
0.6
(2.0)
(82.3)
(106.2)
(82.0)
(108.7)
26
ENDÚR ASA - ANNUAL REPORT 2022
ANNUAL ACCOUNTS - GROUP
NOTE 8:Deferred tax and deferred tax assets are measured on the basis of the expected future tax rates applicable to the companies in the Group where temporary differences have arisen. Deferred tax and deferred tax assets are recognised at their nominal value and classified as non-current asset investments (long-te rm liabilities) in the balance sheet .
TAX
FINANCIAL REPORTING PRINCIPLES
The tax expense consists of the tax payable and changes to deferred tax. Deferred tax/tax assets are calculated on all differences between the book value and tax value of assets and liabilities.
Deferred tax assets are recognised when it is probable that the company will have a sufficient profit for tax purposes in subsequent periods to utilise the tax asset. The companies recognise previously unrecognised deferred tax assets to the extent it has become probable that the company can utilise the deferred tax asset. Similarly, the company will reduce a deferred tax asset to the extent that the company no longer regards it as probable that it can utilise the deferred tax asset.
(NOKm)
2022
2021
Tax payable for the year
(4.3)
(7.8)
Changes in deferred tax
(0.9)
55.3
Adjustment in respect of previous years
-
(2.4)
Net tax income/expense
(5.2)
45.1
TAX PAYABLE
(NOKm)
Total
Norway
Abroad
Corporate income tax
4.3
-
4.3
Prepaid tax
(4.3)
-
(4.3)
Total tax payable 2022
-
-
-
Taxes paid relates to the Swedish operations. Taxes are paid monthly in Sweden, based on estimated figures and settled yearly, resulting in zero tax payable in the balance sheet at 31.12.2022.
Marcon-Gruppen I Sverige AB received SEK 1.3 million in tax reduction under a temporary law of tax reduction following Covid-19. Individuals and legal entities with income from a business is entitled to a tax reduction on purchases of tangible inventory. The tax reduction was 3.9% of the purchase value of inventory acquired between 1 January and 31 December 2021. Certain additional conditions must be fulfilled in order for a business to qualify for the tax reduction. For example, the inventory must have been held for a certain period of time, and the purchase expense must be deducted annually as depreciation.
ENDÚR ASA - ANNUAL REPORT 202227
ANNUAL ACCOUNTS - GROUP
RECONCILIATION OF EFFECTIVE TAX RATE
(NOKm)
2022
2021*
Profit/(loss) before tax
14.3
(96.9)
Tax at nominal tax rate (22 %)
(3.1)
21.3
Non-deductible expenses and non-taxable income
6.2
(17.0)
Effect of other tax rates in subsidiaries
0.2
(0.6)
Changes in unrecognized deferred tax asset
(15.6)
37.6
Adjustments in respect to previous years
5.1
-
Other
2.1
3.7
Total tax payable for the period
(5.2)
45.1
Effective tax rate
36 %
46 %
MOVEMENT IN DEFERRED TAX BALANCES
(NOKm)
31.12.2021*
Recognised in profit or loss
Acquisition and sale of businesses
Currency translation
31.12.2022
Property plant and equipment
273.6
(27.9)
2.2
(8.3)
239.6
Intangible assets
266.8
(36.5)
(3.5)
-
226.8
Projects in process
121.1
62.4
-
-
183.6
Other current assets
(39.1)
13.7
-
-
(25.4)
Provisions for liabilities
(12.2)
(8.3)
(0.0)
-
(20.5)
Tax allocation reserves, Sweden
31.8
5.2
-
(1.0)
36.0
Other temporary differences
(20.9)
4.2
4.6
0.1
(11.9)
Interest deductibility carried forward
(55.4)
(76.4)
-
-
-
Losses carried forward
(193.8)
(5.9)
1.2
-
-
Total basis related to deferred tax
371.9
(69.5)
4.5
(9.1)
628.2
Net deferred tax
(77.6)
15.1
(0.9)
1.9
(61.6)
Net deferred tax asset –
not recognised in the accounts
0.3
(15.9)
0.3
-
15.9
Net deferred tax –
recognised in the accounts
(77.9)
(0.9)
(0.6)
1.9
(77.6)
Deferred tax assets have been recognised in respect of the total basis, because it is probable that future taxable profit will be available against which the Group can use the benefits therefrom.
* The table has been adjusted from the 2021 Annual Report and the 31.12.21 figures have been reclassified accordingly.
28
ENDÚR ASA - ANNUAL REPORT 2022
ANNUAL ACCOUNTS - GROUP
NOTE 9:DISCONTINUED OPERATIONS
FINANCIAL REPORTING PRINCIPLES
At disposal of a separate major line of business, the profit or loss from these operations, including gains/losses from the derecognition is classified as discontinued operations, if the criteria in IFRS 5 have been met. Profit/loss from group of assets classified as held for sale is also classified as discontinued operations. When discontinued operations are identified, the comparable amounts in the income statement and other comprehensive income, and the accompanying notes, are restated to reflect these operations in the previous year as if they were discontinued in that year.
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Endúr ASA resolved mid-2020 a strategic change of direction, where marine infrastructure and solutions for land-based aquaculture are defined as the group’s core focus areas. The operating result was negatively affected by a goodwill impairment of 461.3 million*, primarily related to the bankruptcy filing in ØPD AS.
The result up to the date of the bankruptcies and divestment is presented as discontinued operations. In addition, gains related to the bankruptcies and divestment are presented as discontinued operations.
* Note that NOK 198.7 million of the goodwill impairment derives from an increase in consideration due to increase in share price from announcement date to closing date of the merger with Oceano AS, and was mirrored by a corresponding increase in book equity, hence the net change to Endúr ASA’s equity from this part of the goodwill impairment was zero.
ENDÚR ASA - ANNUAL REPORT 202229
ANNUAL ACCOUNTS - GROUP
RESULTS OF DISCONTINUED OPERATIONS
(NOKm)
2022
2021
Revenue
-
29.6
Expenses
-
(66.2)
Profit/loss before tax
-
(36.6)
Income tax expense
-
-
Profit/loss
-
(36.6)
Gain discontinued operations
-
51.9
Net result from discontinued operations
-
15.3
Earnings per share - discontinued operations
Earnings per share (NOK)
-
0.01
Diluted earnings per share (NOK)
-
0.01
CASH FLOWS FROM DISCONTINUED OPERATIONS
(NOKm)
2022
2021
Net cash used in operating activities
-
-
Net cash from investing activities
-
(12.2)
Net cash from financing activities
-
-
Net cash flow
-
(12.2)
EFFECT OF DISPOSAL
(NOKm)
2022
2021
Intangible assets
-
6.9
Property, plant and equipment
-
46.0
Inventories
-
3.2
Contract assets
-
19.3
Trade and other receivables
-
128.2
Cash and cash equivalents
-
12.2
Loans and borrowings
-
(15.1)
Lease liabilities
-
(39.2)
Trade and other payables
-
(208.5)
Tax payable
-
(0.1)
Contract liabilities
-
(4.8)
Net assets and liabilities
-
(51.9)
30
ENDÚR ASA - ANNUAL REPORT 2022
ANNUAL ACCOUNTS - GROUP
NOTE 10:
EARNINGS PER SHARE
The basic earnings per share are calculated as the ratio of the profit for the year that is due to the shareholders of the parent divided by the weighted average number of ordinary shares outstanding. When calculating the diluted earnings per share, the profit/loss that is attributable to the ordinary shareholders of the parent and the weighted average number of ordinary shares outstanding are adjusted for all the dilution effects relating to convertible bonds and share options. In the calculations, convertible bonds and share options are assumed to have been converted/ exercised on the first date in the fiscal year. Convertible bonds and share options issued in the period are assumed to be converted/ exercised at the date of issue/ grant date.
BASIC EARNINGS PER SHARE
The calculation of basic earnings per share has been based on the following profit attributable to ordinary shareholders and weighted-average number of shares outstanding.
Profit (loss) attributable to ordinary shareholders (basic) (NOKm)
2022
2021
Profit (loss) attributable to ordinary shareholders (basic)
9.1
(51.8)
Weighted-average number of ordinary shares (basic)
Date
2022
2021
Issued ordinary shares at 1 January
1 372 643 406
732 667 536
Effect of shares issued
02/03/2021
1 707 438
Effect of shares issued related to a business combination
08/03/2021
87 021 974
Effect of shares issued related to a business combination
12/03/2021
239 336 966
Effect of shares issued
19/11/2021
26 703 196
Effect of shares issued related to share purchase program
31/12/2021
24 401
Effect of share issued June 2022 related to reverse share split
13/06/2022
24
Effect of reverse share split
21/06/2022
(1 345 190 561)
Weighted-average number of ordinary shares at 31 December
27 452 869
1 087 461 511
Endúr ASA’s General Meeting in May 2022 resolved to consolidate shares in a ratio 50:1, so that 50 shares, each with a nominal value of NOK 0.01, are consolidated into 1 share with a nominal value of NOK 0.5. Share capital was increased with 44 shares to be able to effectuate the share split.
DILUTED EARNINGS PER SHARE
The calculation of diluted earnings per share has been based on the following profit attributable to ordinary shareholders and weighted- average number of shares outstanding after adjustment for the effects of all dilutive potential ordinary shares.
Profit (loss) attributable to ordinary shareholders (diluted) (NOKm)
2022
2021
Profit (loss) attributable to ordinary shareholders (basic)
9.1
(51.8)
Profit (loss) attributable to ordinary shareholders (diluted)
9.1
(51.8)
Weighted-average number of ordinary shares (diluted)
2022
2021
Weighted-average number of ordinary shares (basic)
27 452 869
1 087 461 511
Weighted-average number of ordinary shares (diluted)
27 452 869
1 087 461 511
At 31 December 2022, 378 000 options were excluded from the diluted weighted-average number of ordinary shares calculation because their effect would have been anti-dilutive.
At 31 December 2021, 12 500 000 options were excluded from the diluted weighted-average number of ordinary shares calculation because their effect would have been anti-dilutive.
ENDÚR ASA - ANNUAL REPORT 202231
ANNUAL ACCOUNTS - GROUP
INTANGIBLE ASSETS
FINANCIAL REPORTING PRINCIPLES
Intangible assets that have been acquired separately are carried at cost. The costs of intangible assets acquired through an acquisition are recognised at their fair value in the Group’s opening balance sheet. Capitalised intangible assets are recognised at cost less any amortization and impairment losses.
Internally generated intangible assets, excluding capitalised development costs, are not capitalised but are expensed as occurred.
The economic life is either definite or indefinite. Intangible assets with a definite economic life are amortised over their economic life and tested for impairment if there are any indications. The amortization method and period are assessed at least once a year. Changes to the amortization method and/or period are accounted for as a change in estimate.
INTANGIBLE ASSETS
2022 (NOKm)
Note
Licenses, patents, etc.
Customer relationship
Order backlog
Goodwill
Total
Acquisition cost 1 Jan. 2022
91.1
190.8
26.4
914.3
1 222.6
Addition
8.7
-
-
-
8.7
Addition through business combinations
3
-
-
-
0.4
0.4
Disposals due to sale of business
3
-
(4.1)
(0.3)
(29.9)
(34.3)
Disposals
(2.4)
-
-
-
(2.4)
Currency adjustment
-
-
-
(2.5)
(2.5)
Other changes
-
-
-
(7.4)*
(7.4)
Acquisition cost 31 Dec. 2022
97.4
186.7
26.1
874.8
1 185.0
Accumulated depreciations/impairment as of 1 Jan. 2022
(10.0)
(16.0)
(10.7)
(65.1)
(101.9)
Current year's depreciations
(9.0)
(18.1)
(10.2)
-
(37.3)
Current year's impairment
-
-
-
-
0.0
Disposals due to sale of business
3
-
-
-
22.8
22.8
Disposals
2.4
-
-
-
2.4
Accumulated depreciations/impairments as of 31 Dec. 2022
(16.7)
(34.1)
(20.9)
(42.3)
(113.9)
Book value 31. Dec 2022
80.7
152.6
5.2
832.5
1.071.1
See note 13 for details regarding impairment-testing.
Amortization rates
10 years
7 years
2,5 years
Impairment
Amortization plan
Linear
Linear
Linear
test
32
ENDÚR ASA - ANNUAL REPORT 2022
ANNUAL ACCOUNTS - GROUP
Note
Licenses, patents, etc.
Customer relationship
Order backlog
Goodwill
Total*
Acquisition cost 1 Jan. 2021
2.3
4.1
26.4
770.9
803.7
Addition
4.7
-
-
-
4.7
Addition through business combinations
3
84.1
186.7
-
500.1
770.9
Disposals due to discontinued operations
9
-
-
-
(355.0)
(355.0)
Currency adjustment
-
-
-
(1.7)
(1.7)
Acquisition cost 31 Dec. 2021
91.1
190.8
26.4
914.3
1 222.6
Accumulated depreciations/impairment as of 1 Jan. 2021
(2.9)
-
-
(390.4)
(393.3)
Current year's depreciations
(7.1)
(16.0)
(10.7)
-
(33.9)
Current year's impairment
13
-
-
-
(22.8)
(22.8)
Disposals due to discontinued operations
9
-
-
-
348.1
348.1
Accumulated depreciations/impairment as of 31 Dec. 2021
(10.0)
(16.0)
(10.7)
(65.1)
(101.9)
Book value 31. Dec 2021
81.0
174.8
15.7
849.2
1 120.7
See note 13 for details regarding impairment-testing.
Amortization rates
10 years
7 years
2,5 years
Impairment
Amortization plan
Linear
Linear
Linear
test
* The table have changed from the 2021 Annual report. The changes consist of smaller reclassifications and changes in net/gross presentation where applicable. There are no deviations on total book value as of 31.12.21
ENDÚR ASA - ANNUAL REPORT 202233
ANNUAL ACCOUNTS - GROUP
NOTE 12: 
PROPERTY, PLANT AND EQUIPMENT
FINANCIAL REPORTING PRINCIPLES
Property plant and equipment are valued at their cost less accumulated depreciation and impairment losses. When assets are sold or disposed of, the carrying amount is derecognised and any gain or loss is recognised in the statement of comprehensive income.
The cost of property plant and equipment is the purchase price, including taxes/duties and costs directly linked to preparing the asset ready for its intended use. Costs incurred after the asset is in use, such as regular maintenance costs, are recognised in the statement of comprehensive income, while other costs that are expected to provide future financial benefits are capitalised.
The depreciation period and method are assessed each year. A residual value is estimated at each year-end, and changes to the estimated residual value are recognised as a change in an estimate.
Assets under construction are classified as non-current assets and recognised at cost until the production or development process is completed. Assets under construction are not depreciated until the asset is taken into use. An impairment loss is identified if the carrying amount of a tangible asset exceeds its recoverable amount. The impairment loss is recognised by reducing the carrying amount of the tangible asset to equal the recoverable amount.
PROPERTY, PLANT AND EQUIPMENT
2022 (NOKm)
Note
Land, buildings
Plant, equipment
Operating equipment
Total
Acquisition cost 1 Jan. 2022
25.3
176.7
591.3
793.2
Additions
3.7
12.7
29.8
46.3
Additions through business combinations
3
0.0
0.0
13.7
13.7
Disposals
-
(2.7)
(8.4)
(11.1)
Disposals due to sale of business
3
-
(0.6)
-
(0.6)
Currency adjustment
(0.4)
(0.2)
(13.8)
(14.4)
Acquisition cost 31 Dec. 2022
28.6
185.9
612.6
827.1
Accumulated depreciations as of 1 Jan 2022
(12.7)
(116.8)
(237.7)
(367.2)
Additions through business combinations
3
(0.0)
0.0
(9.4)
(9.4)
Current year's depreciation
(1.4)
(17.1)
(48.2)
(66.7)
Current year's impairment
(0.4)
(2.2)
-
(2.6)
Disposals
-
1.9
2.0
3.9
Disposals due to sale of business
3
-
0.2
-
0.2
Currency adjustment
0.2
0.2
6.3
6.8
Other changes
-
(0.3)
-
(0.3)
Accumulated depreciations as of 31 Dec. 2022
(14.4)
(134.0)
(287.0)
(435.4)
Book value 31. Dec 2022
14.3
51.9
325.6
391.7
Depreciation rates
0-20 years
2-7 years
3-10 years
Depreciation plan
Linear
Linear
Linear
34
ENDÚR ASA - ANNUAL REPORT 2022
ANNUAL ACCOUNTS - GROUP
Note
Land, buildings
Plant, equipment
Operating equipment
Total*
Acquisition cost 1 Jan. 2021
35.1
149.3
201.2
385.7
Acquisitions
0.1
30.2
53.6
83.9
Acquisitions through business combinations
3
8.9
2.9
379.3
391.2
Disposals
(18.9)
(5.7)
(42.9)
(67.5)
Acquisition cost 31 Dec. 2021
25.3
176.7
591.3
793.2
Accumulated depreciations as of 1 Jan 2021
(12.3)
(96.0)
(190.0)
(298.4)
Current year's depreciation
(1.1)
(17.6)
(36.3)
(55.1)
Current year's impairment
-
-
-
-
Disposals
0.7
(3.1)
(11.4)
(13.8)
Accumulated depreciations as of 31 Dec. 2021
(12.7)
(116.8)
(237.7)
(367.2)
Book value 31. Dec 2021
12.5
59.9
353.6
426.0
Depreciation rates
0-20 years
2-7 years
3-10 years
Depreciation plan
Linear
Linear
Linear
* The table have changed from the 2021 Annual report. The changes consist of reclassifications between groups and changes in net/gross presentation where applicable. There are no deviations on total book value as of 31.12.21
ENDÚR ASA - ANNUAL REPORT 202235
ANNUAL ACCOUNTS - GROUP
NOTE 13:
IMPAIRMENT OF ASSETS
FINANCIAL REPORTING PRINCIPLES
The carrying amounts of the group’s assets, other than employee benefit assets, inventories, deferred tax assets and derivatives are reviewed at the end of each reporting period to determine whether there is any indication of impairment. If an indication of impairment exists, the asset’s recoverable amount is estimated.
Cash-generating units (CGU) containing goodwill, assets that have an indefinite useful life and intangible assets that are not yet available for use are tested for impairment annually.
The recoverable amount is the greater of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a post-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the CGU to which the asset belongs.
An impairment loss is recognised whenever the carrying amount of an asset or its CGU exceeds its recoverable amount. Impairment losses are recognised in the income statement. An impairment loss recognised in respect of CGU is allocated first to goodwill and then to the other assets in the unit (group of units) on a pro rata basis.
An impairment loss on goodwill is not reversed. An impairment loss on other assets is reversed if there has been a change in the estimates used to determine the recoverable amount, and the change can be objectively related to an event occurring after the impairment was recognised. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognised.
IMPAIRMENT TESTING OF GOODWILL
E
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:
(NOKm)
2022
2021
Aquaculture Solutions - Artec Aqua AS
413.8
413.8
Aquaculture Solutions - Endúr Sjøsterk AS
48.5
48.5
Marine Infrastructure - Marcon Gruppen i Sverige AB
77.5
79.9
Marine Infrastructure - BMO Entreprenør AS
271.3
278.7
Marine Infrastructure - Installit AS
-
7.1
Other - Endúr Maritime AS
15.7
15.7
Total goodwill
826.7
843.6
Goodwill calculated from the Purchase Price Allocation on BMOE Entreprenør AS has been adjusted in 2022 to reflect indemnification from previous owner in the ongoing dispute against NPRA, refer to Note 30 for further details, no impairment has been made.
Endúr performs a test of the value of goodwill and other intangible assets annually or at the end of each reporting period, if there is indication of impairment of the assets. There were no impairment losses in 2022.
(NOKm)
2022
2021
Installit AS
-
(22.8)
Total impairment
-
(22.8)
36
ENDÚR ASA - ANNUAL REPORT 2022
ANNUAL ACCOUNTS - GROUP
Aquaculture Solutions - Artec Aqua AS
As of 31.12.2022, the Group performed an impairment test of goodwill and other intangible assets in accordance with requirements in IAS 36. The value in use has been used in order to determine recoverable amount. The calculations are based upon estimated future cash flows for the cash generating unit, Artec Aqua AS. The calculations are based upon budgets and long-term profit goals for the period 2023 up to and including 2027. Budgeted EBITDA is based on expectations for future results taking into account experience from historical results. For subsequent periods, a growth rate of 2.5 % has been used, which is in line with the expected inflation rate. WACC of 12.0 % after tax and EBITDA-margin of 3-7 % has been used. Estimated recoverable amount of cash-generating unit exceeds book value.
The headroom related to Artec Aqua AS in the impairment-test amounts to MNOK 289.4.
The following table shows the sensitivity related to changes in the key assumptions:
Sensitivity - changes in key assumptions
(NOKm)
Effect recoverable
amount
Impairment
Discount rate +1%
(106.7)
-
Terminal value growth rate -1%
(74.1)
-
EBITDA-margin -1 %
(169.8)
-
Aquaculture Solutions - Endúr Sjøsterk AS
As of 31.12.2022, the Group performed an impairment test of goodwill and other intangible assets in accordance with requirements in IAS 36. The value in use has been used in order to determine recoverable amount. The calculations are based upon estimated future cash flows for the cash generating unit, Endúr Sjøsterk AS. The calculations are based upon budgets and long-term profit goals for the period 2023 up to and including 2027. Budgeted EBITDA is based on expectations for future results taking into account experience from historical results. For subsequent periods, a growth rate of 2.5 % has been used, which is in line with the expected inflation rate. WACC of 11.7 % after tax and EBITDA-margin of 4-5 % has been used. Estimated recoverable amount of cash-generating unit exceeds book value.
The headroom related to Endúr Sjøsterk AS in the impairment-test amounts to MNOK 27.7.
The following table shows the sensitivity related to changes in the key assumption:
Sensitivity - changes in key assumptions
(NOKm)
Effect recoverable
amount
Impairment
Discount rate +1%
(5.6)
-
Terminal value growth rate -1%
(4.2)
-
EBITDA-margin -1 %
(13.6)
-
ENDÚR ASA - ANNUAL REPORT 202237
ANNUAL ACCOUNTS - GROUP
Marine Infrastructure - Marcon-Gruppen i Sverige AB
As of 31.12.2022, the Group performed an impairment test of goodwill and other intangible assets in accordance with requirements in IAS 36. The value in use has been used in order to determine recoverable amount. The calculations are based upon estimated future cash flows for the cash generating unit, Marcon-Gruppen i Sverige AB. The calculations are based upon budgets and long-term profit goals for the period 2023 up to and including 2027. Budgeted EBITDA is based on expectations for future results taking into account experience from historical results. For subsequent periods, a growth rate of 2.5 % has been used, which is in line with the expected inflation rate. WACC of 11.1 % after tax and EBITDA-margin of 17-18 % has been used. Estimated recoverable amount of cash-generating unit exceeds book value.
The headroom related to Marcon-Gruppen i Sverige AB in the impairment-test amounts to MNOK 221.7.
The following table shows the sensitivity related to changes in the key assumptions:
Sensitivity - changes in key assumptions
(NOKm)
Effect recoverable
amount
Impairment
Discount rate +1%
(65.9)
-
Terminal value growth rate -1%
(45.8)
-
EBITDA-margin -1 %
(52.8)
-
Marine Infrastructure - BMO Entreprenør AS
As of 31.12.2022, the Group performed an impairment test of goodwill and other intangible assets in accordance with requirements in IAS 36. The value in use has been used in order to determine recoverable amount. The calculations are based upon estimated future cash flows for the cash generating unit, BMO Entreprenør AS. The calculations are based upon budgets and long-term profit goals for the period 2023 up to and including 2027. Budgeted EBITDA is based on expectations for future results taking into account experience from historical results. For subsequent periods, a growth rate of 2.5 % has been used, which is in line with the expected inflation rate. WACC of 11.1 % after tax and EBITDA-margin of 13-14 % has been used. Estimated recoverable amount of cash-generating unit exceeds book value.
The headroom related to BMO Entreprenør AS in the impairment-test amounts to MNOK 170.2.
The following table shows the sensitivity related to changes in the key assumptions:
Sensitivity - changes in key assumptions
(NOKm)
Effect recoverable
amount
Impairment
Discount rate +1%
(52.8)
-
Terminal value growth rate -1%
(37.1)
-
EBITDA-margin -1 %
(53.6)
-
38
ENDÚR ASA - ANNUAL REPORT 2022
ANNUAL ACCOUNTS - GROUP
Other - Endúr Maritime AS
As of 31.12.2022, the Group performed an impairment test of goodwill and other intangible assets in accordance with requirements in IAS 36. The value in use has been used in order to determine recoverable amount. The calculations are based upon estimated future cash flows for the cash generating unit, Endúr Maritime AS. The calculations are based upon budgets and long-term profit goals for the period 2023 up to and including 2027. Budgeted EBITDA is based on expectations for future results taking into account experience from historical results. For subsequent periods, a growth rate of 2.5 % has been used, which is in line with the expected inflation rate. WACC of 12.1 % after tax and EBITDA-margin of 6-7 % has been used. Estimated recoverable amount of cash-generating unit exceeds book value.
The headroom related to Endúr Maritime AS in the impairment-test amounts to MNOK 64.1.
The following table shows the sensitivity related to changes in the key assumptions:
S
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n
s
i
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s
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p
t
i
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n
s
(NOKm)
Effect recoverable
amount
Impairment
Discount rate +1%
(10.8)
-
Terminal value growth rate -1%
(6.5)
-
EBITDA-margin -1 %
(20.6)
-
NOTE 14: RIGHT-OF-USE-ASSETS AND LEASING LIABILITIES
FINANCIAL REPORTING PRINCIPLES
The Group recognises a right-of-use asset and a lease liability at the start date of the lease. On initial recognition in the balance sheet, the right-of-use assets is measured at cost. Subsequently, the right-of-use asset is measured at cost less depreciation and impairment. On initial recognition in the balance sheet, the lease liability is measured at the present value of future lease payments. The present value is calculated by discounting the rental payments using the implicit interest rate in the lease. If the implicit interest rate is not known, the Group’s marginal borrowing rate is used for loans with similar risk. The lease liability is subsequently increased by the interest cost associated with the liability and is subsequently reduced by rental payments. Leases with a lease term of 12 months or less are not capitalised. Low-value leases, typically office equipment / fixtures, are not capitalised.
Some of the premises that the group leases are sub-leased. The sublease is assessed against the head lease, in order to assess whether the sublease agreement is to be treated as an operational or financial lease. When the sublease agreement is treated as a financial lease, a lease liability is recognized in the balance sheet, with a corresponding receivable from the lessee, which is reduced in line with the remaining sublease agreement.
ENDÚR ASA - ANNUAL REPORT 202239
ANNUAL ACCOUNTS - GROUP
RIGHT-OF-USE ASSETS 
2022 (NOKm)
Note
Building, property
Machinery, equipment
Vehicles, vessels
Other office equipment
Total
Acquisition cost 1 Jan. 2022
107.6
6.1
22.4
3.1
139.2
Additions of right-of-use assets
11.1
13.2
18.3
0.3
42.9
Disposals
(24.7)
(2.4)
(16.0)
(2.0)
(45.2)
Currency exchange differences
(0.2)
(0.8)
(0.7)
(0.1)
(1.7)
Acquisition cost 31 Dec. 2022
93.8
16.1
24.0
1.3
135.2
Accumulated depreciations 1 Jan. 2022
(34.7)
(2.2)
(8.0)
(1.2)
(46.1)
Depreciation
(18.9)
(2.9)
(5.8)
(1.5)
(29.1)
Impairment
-
-
-
-
-
Disposals
15.8
2.5
8.3
2.0
28.6
Currency exchange differences
0.1
0.1
0.1
0.0
0.4
Accumulated depreciations 31 Dec. 2022
(37.7)
(2.6)
(5.3)
(0.6)
(46.3)
Book value 31. Dec 2022
56.1
13.5
18.7
0.6
88.9
2021 (NOKm)
Note
Building, property
Machinery, equipment
Vehicles, vessels
Other office equipment
Total
Acquisition cost 1 Jan. 2021
142.6
-
8.4
-
151.0
Additions of right-of-use assets
22.8
3.7
4.3
1.2
32.0
Additions through business acquisitions
3
13.3
2.5
10.9
1.9
28.6
Disposals
0.0
-
-
-
0.0
Disposals due to discontinued operations
9
(71.0)
-
(1.1)
-
(72.0)
Currency exchange differences
(0.1)
(0.0)
(0.2)
(0.0)
(0.3)
Acquisition cost 31 Dec. 2021
107.6
6.1
22.4
3.1
139.2
Accumulated depreciations 1 Jan. 2021
(41.3)
-
(0.5)
-
(41.7)
Depreciation
(18.9)
(2.3)
(8.1)
(1.2)
(30.4)
Impairment
-
-
-
-
-
Disposals due to discontinued operations
9
25.5
-
0.5
-
26.0
Currency exchange differences
0.0
0.0
0.0
0.0
0.0
Accumulated depreciations 31 Dec. 2021
(34.7)
(2.2)
(8.0)
(1.2)
(46.1)
Book value 31. Dec 2021
72.9
3.9
14.5
1.9
93.1
40
ENDÚR ASA - ANNUAL REPORT 2022
ANNUAL ACCOUNTS - GROUP
LEASING LIABILITIES
AS A LESSEE
(NOKm)
2022
2021
Total lease obligations at 1 Jan
95.8
138.1
Additions from business combinations
0.0
28.6
New lease liabilities recognised during the period
42.9
32.0
Cash payments for lease liabilities
(32.0)
(33.7)
Interest expensed from lease liabilities
4.0
4.5
Amendments/Terminations of leases
(18.3)
(73.5)
Translation differences
(0.4)
(0.2)
Total lease obligations at 31 Dec
92.0
95.8
- of which non-current lease liabilities
66.3
73.2
- of which current lease liabilities
25.7
22.7
Aging of leasing liabilities
(NOKm)
31.12.2022
31.12.2021
Debt analysis - contractual undiscounted cash flows
Less than 1 year
29.3
30.2
1-5 years
60.6
63.5
Over 5 years
11.6
17.2
Total
101.5
110.9
Non-current lease liabilities recognised
66.3
73.2
Current lease liabilities recognised
25.7
22.7
Total
92.0
95.8
(NOKm)
2022
2021
Expense relating to short-term leases (included in other operating expenses)
0.6
0.5
Expense relating to leases of low-value assets (included in other operating expenses)
0.0
0.0
Variable lease payments (included in other operating expenses)
0.8
0.7
Total
1.4
1.2
The leasing liability as of 31 December 2022 primarily comprises lease of office space and other property, vehicles, vessels and office machines.
ENDÚR ASA - ANNUAL REPORT 202241
ANNUAL ACCOUNTS - GROUP
The Group subleased property in 2021. The Group has classified the sublease as a finance lease because the sublease corresponds to the remaining contract period for the underlying lease agreement. There were no subleases at 31.12.2022.
Net investment in the lease
31.12.2022
31.12.2021
Analysis - contractual undiscounted cash flows
Less than 1 year
-
0.4
1-5 years
-
-
Over 5 years
-
-
Total
-
0.4
Non-current net investment in the lease recognised
-
0.3
Current net investment in the lease recognised
-
1.1
Total
-
1.4
Lease interest income recognised in P&L
(NOKm)
2022
2021
Interest income on the investment in the lease
-
0.1
NOTE 15:
INVENTORIES
FINANCIAL REPORTING PRINCIPLES
Inventories are recognised in the accounts at the lower of the acquisition cost and net realisable value. The net realisable value is the estimated sales price in ordinary operations, less estimated costs relating to completion, marketing and distribution. The cost of inventory is based on the FIFO method and includes costs of bringing the goods to their present state and location.
INVENTORIES
(NOKm)
31.12.2022
31.12.2021
Raw materials and consumables
10.1
19.0
Work in progress
0.6
-
Finished goods
16.0
8.6
Impairment of inventories
(1.3)
(1.4)
Total
25.5
26.3
42
ENDÚR ASA - ANNUAL REPORT 2022
ANNUAL ACCOUNTS - GROUP
NOTE 16:
TRADE AND OTHER RECEIVABLES
FINANCIAL REPORTING PRINCIPLES
Trade and other receivables are recognized at the original invoiced amount, less impairment losses. Impairment losses are estimated using the simplified approach in calculating the expected credit losses (ECL).
TRADE AND OTHER RECEIVABLES
(NOKm)
2022
2021
Trade receivables at nominal value
523.6
476.2
Provision for bad debt
(24.9)
(4.5)
Trade receivables, net
498.7
471.6
Net investment - lease
-
0.0
Prepaid expenses
12.5
11.7
Other short-term receivables
38.8
17.4
Provision for bad debt
(0.3)
4.0
Total
549.7
504.8
MATURITY PROFILE OF TRADE RECEIVABLES
2022
2021
(NOKm)
Trade receivables
Provision for bad debts
Trade receivables
Provision for bad debts
Not overdue
242.5
286.5
Overdue 0-30 days
66.7
69.8
Overdue 31-90 days
17.9
9.0
Overdue 91-365 days
123.7
(2.4)
46.0
Overdue > 1 year
72.7
(22.1)
64.8
(4.5)
Ending Balance
523.6
(24.9)
476.2
(4.5)
NOK 42.5 million of the trade receivables overdue by more than 12 months pertain to two projects undertaken by Marcon and BMOE respectively prior to their incorporation into Endúr. See Note 30 for further details. Endúr has obtained certain indemnification statements from the companies’ previous owners which provide that Endúr’s risk of incurring losses from these disputed projects is limited.
ENDÚR ASA - ANNUAL REPORT 202243
ANNUAL ACCOUNTS - GROUP
CASH AND CASH EQUIVALENTS
(NOKm)
31.12.2022
31.12.2021
Cash and cash equivalents
305.9
287.3
Cash and bank deposits - restricted funds
8.9
17.1
Total
314.8
304.4
RESTRICTED FUNDS
(NOKm)
31.12.2022
31.12.2021
Tax withholding accounts
4.2
7.3
Security related to guarantees issued
1.0
6.2
Deposit accounts for non-insured pension obligations
3.6
3.6
Total
8.9
17.1
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NOTE 18:TRADE AND OTHER PAYABLES
TRADE AND OTHER PAYABLES
(NOKm)
31.12.2022
31.12.2021
Trade payables
306.0
339.9
Accrued expenses
41.1
52.1
Public duties and taxes
64.2
26.1
Holiday -pay allowance
33.7
24.0
Salary liability
26.9
13.8
Provisions
56.9
33.0
Other current liabilities
78.0
16.4
Total
606.8
505.3
44
ENDÚR ASA - ANNUAL REPORT 2022
ANNUAL ACCOUNTS - GROUP
NOTE 19:Contractual guarantees of completion and guarantees in connection with advance payment from customers are furnished as part of Endúr’s activities. Such guarantees usually involve a bank connection that issues the guarantee in relation to the customer. In some cases, guarantees have also been furnished by other companies in the group .
PROVISIONS
FINANCIAL REPORTING PRINCIPLES
A provision is recognised in the balance sheet when the group has a present obligation as a result of a past event that can be estimated reliably, and it is probable that the group will be required to settle the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a market based pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the liability-specific risks.
Warranty provision
A provision for warranty is recognised when the underlying products or services are sold. The provision is based on historical warranty data and a weighting of all possible outcomes against their associated probabilities.
Onerous contracts
A provision for onerous contracts is recognised when the expected benefits to be derived by the group from a contract are lower than the unavoidable cost of meeting the obligations under the contract.
Guarantee liabilities
PROVISIONS
(NOKm)
Warranties
Other provisions
Total
Balance as at 1 Jan. 2022
17.8
-
17.8
Provisions made during the year
(8.9)
36.4
27.4
Provisions used during the year
2.2
-
2.2
Provisions reversed during the year
7.7
-
7.7
Other changes
1.7
-
1.7
Balance as at 31 Dec. 2022
20.5
36.4
56.9
Expected timing of payment
(NOKm)
Warranties
Other provisions
Total
Current
20.5
36.1
56.6
Non-current
-
0.3
0.3
Total
20.5
36.4
56.9
ENDÚR ASA - ANNUAL REPORT 202245
ANNUAL ACCOUNTS - GROUP
NOTE 20:The Group’s financial liabilities consist of convertible loans, bank loans, vendor credit payables and other payment obligations. These financial liabilities are subsequently measured at amortized cost 
FINANCIAL INSTRUMENTS
FINANCIAL REPORTING PRINCIPLES
Financial instruments are recognized in the balance sheet when the Group has become a party to the contractual terms of the instrument. Financial instruments are derecognised when the contractual rights or obligations are met, cancelled, expired or transferred.
Initial measurement of financial instruments is made at fair value at the time of settlement, normally at transaction price. Subsequent measurement depends on the classification of the financial asset or the financial liability.
Financial instruments are classified as long-term when the expected realization date is more than twelve months after the balance sheet date. Other financial instruments are classified as short-term.
Financial assets
For initial recognition, a financial asset is classified in the following categories:- Amortized cost- Fair value with change in value over profit & loss- Fair value with change in value over other comprehensive income (OCI).
The Group’s financial assets mainly consist of debt instruments (receivables) and cash. The receivables cash flows consist only of principal and any interest, and all receivables are only held to receive contractual cash flows. Receivables and cash are included in the category amortized cost.
Financial liabilities
For initial recognition, a financial liability is classified in the following categories:- Amortized cost- Fair value with change in value over profit
Overview of carrying amounts of financial instruments in the consolidated balance sheet
2022 (NOKm)
Note
Financial assets and liabilities at amortized cost
Financial assets and liabilities at fair value through profit and loss
Financial assets and liabilities at fair value through OCI
Total carrying amount 2022
Financial assets by category
Financial derivatives
22, 23
6.0
6.0
Other financial assets
0.6
0.6
Trade receivables
16
498.7
498.7
Cash and cash equivalents
17
314.8
314.8
Financial liabilities by category
Loans and borrowings
21
810.5
810.5
Other current loans
21
0.1
0.1
Trade and other payables
18
306.0
306.0
Total
1 930.6
6.0
1 936.6
46
ENDÚR ASA - ANNUAL REPORT 2022
ANNUAL ACCOUNTS - GROUP
2021 (NOKm)
Note
Financial assets and liabilities at amortized cost
Financial assets and liabilities at fair value through profit and loss
Financial assets and liabilities at fair value through OCI
Total carrying amount 2021
Financial assets by category
Financial derivatives
22, 23
-
Other financial assets
1.1
1.1
Trade receivables
16
471.6
471.6
Cash and cash equivalents
17
304.4
304.4
Financial liabilities by category
Loans and borrowings
21
890.6
890.6
Other current loans
21
-
-
Trade and other payables
18
339.9
339.9
Total
2 007.6
-
2 007.6
Fair value of financial assets and liabilities not measured at fair value
The Group has not disclosed the fair values for financial assets and liabilities not measured at fair value as the carrying amount is considered to be a reasonable approximation of fair value.
NOTE 21:LOANS AND BORROWINGS
LOANS AND BORROWINGS
(NOKm)
2022
2021
Non-current loans and borrowings
Secured bank loans
0.1
-
Other loans
4.3
-
Secured bond loans
806.1
890.6
Current loans and borrowings
Secured bank loans
0.1
-
Total
810.5
890.6
TERMS AND REPAYMENT SCHEDULE
(NOKm)
Currency
Nominal interest rate
Year of maturity
Carrying amount
Secured bond loan
NOK
Fixed margin 7.25 % + 3 M NIBOR
2025
806.1
Other loans
NOK
3-6 %
2023-2024
4.3
ENDÚR ASA - ANNUAL REPORT 202247
ANNUAL ACCOUNTS - GROUP
Secured bond loan
Endúr has an outstanding senior secured, non-amortizing callable bond loan with ISIN NO0010935430 (the “Bonds”) with NOK 810 million principal at 31.12.22. The Bonds were issued 3 March 2021, originally with NOK 1100 million principal. Effective 1 December 2021 Endúr redeemed bonds with a total nominal value of NOK 200 million. During 2022, Endúr completed two bond buy-backs, each of a total nominal value of NOK 45 million, reducing the net outstanding principal amount to NOK 810 million. The bond buy-backs were effectuated 3 June 2022 and 29 September 2022. The transaction cost amortized on the bond was written down proportionally and booked through finance cost in 2022, this amounted to NOK 1.3 million. Capitalized transaction cost in form of brokerage commission and bond premium/discount in connection to the bond buy back amounted to NOK 0.1 million.
The NOK 810 million principal outstanding matures at par on 3 March 2025. The Bonds incur interest of the aggregate of 3m NIBOR (floating reference rate) plus a fixed margin 7.25% p.a., with quarterly interest payments. As issuer of the Bonds Endúr is subject to certain financial covenants; (i) maintaining a leverage ratio not greater than 3.75x up to 3 March 2023, and then 3.0x and 2.5x up to 3 March 2024 and 3 March 2025, respectively, and (ii) maintaining minimum liquidity of NOK 75 million.
Refinancing of secured bond loan
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(NOKm)
31.12.2022
31.12.2021
Property, plant and equipment
283.4
304.9
Inventories
18.2
26.2
Contract assets
101.4
44.3
Trade and other receivables
495.5
543.5
Cash and cash equivalents
244.3
178.8
Reconciliation of movements of liabilities to cash flows arising from financing activities
(NOKm)
Secured bond loan
Other loans
Total
Balance as at 1 Jan. 2022
890.6
-
896.1
Changes from financing cash flows
Proceeds from loans and borrowings
-
2.0
2.0
Repayment of borrowings (incl. bond buy-back)
(90.0)
(3.2)
(93.2)
Total changes from financing cash flows
800.6
(1.2)
799.4
Other changes
5.5
5.7
11.2
Balance as at 31 Dec. 2022
806.1
4.5
810.6
Other changes for the secured bond loan consist primarily of change in accrued interest and amortisation.
48
ENDÚR ASA - ANNUAL REPORT 2022
ANNUAL ACCOUNTS - GROUP
NOTE 22:
DERIVATIVES
FINANCIAL REPORTING PRINCIPLES
Derivative financial instruments are measured at fair value. Any gains or losses arising from changes in fair value on derivatives are recognised in the income statement as financial income or expense. Derivatives are recognised without any offsetting; as assets when the value is positive and as liabilities when the value is negative, unless the Group has the intention or legally enforceable right to settle the contracts net.
Fair value hierarchy
The Group classifies the financial instruments at fair value in accordance with the valuation hierarchy prescribed under the accounting standards. The various levels are defined as follows:
Level 1 – Quoted price (unadjusted) in active markets for identical assets or liabilities.Level 2 – Valuation derived directly or indirectly from a quoted price within level 1.Level 3 – Valuation based on inputs not obtained from observable market data.
If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety at the lowest level in the hierarchy.
The Group uses the following derivative financial instruments to hedge its risks associated with interest rates and foreign exchange rates: interest rate swaps and currency swaps.
FINANCIAL DERIVATIVES
(NOKm)
Level 1
Level 2
Level 3
Total
Interest rate swaps
-
2.7
-
2.7
Cross currency swaps
-
3.3
-
3.3
Total financial assets measured at fair value
-
6.0
-
6.0
Interest rate swaps
-
-
-
-
Cross currency swaps
-
-
-
-
Total financial liabilities measured at fair value
-
-
-
-
Financial derivatives
Endúr entered into two financial derivates contracts in 2022, in order to reduce inherent exposure to floating interest rate on the senior secured bond loan and foreign currency risk on the Group's Swedish operations. The fair value of the derivatives at 31.12.2022 is equal to the change in net value during the year, as the Group had no financial derivative contracts in 2021.
ENDÚR ASA - ANNUAL REPORT 202249
ANNUAL ACCOUNTS - GROUP
NOTE 23:
FINANCIAL RISK MANAGEMENT
The group is exposed to the following financial risks resulting from the use of financial instruments:
- credit risk- liquidity risk- market risk - currency risk - interest rate risk
The board of directors has overall responsibility for establishing and monitoring the Group’s risk management framework. Risk management principles have been established in order to identify and analyse the risks to which the Group is exposed, to stipulate limits on risk and pertaining control procedures, and to monitor risk and compliance with the limits. Risk management principles and systems are reviewed regularly to reflect changes in activities and market conditions.
CREDIT RISK
Credit risk is the risk of financial losses in the event that a customer or counterparty in a financial instrument is unable to meet its contractual obligations. Credit risk relates usually to the Group’s receivables from customers. The Group’s exposure to credit risk is mainly the result of individual factors relating to each individual customer. The demographics of the customer base, including the risk of default of payment in the industry and the country in which the customers operate, have less influence on the credit risk. There is no geographical concentration of credit risk.
The Group’s trade receivables are related to the segments Marine infrastructure, Aquaculture solutions and Other. The customers are public customers within maritime and transport related infrastructure, aquaculture companies and other industrial companies of all sizes.
The Group has established guidelines for credit rating. This means that the creditworthiness of all new customers is assessed on an individual basis before the customer is offered the group’s standard terms and conditions for delivery and payment.
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Credit Risk is monitored by subsidiaries and at group level. The Group regards its maximum credit risk exposure to the carrying amount of trade debtors and other receivables.
50
ENDÚR ASA - ANNUAL REPORT 2022
ANNUAL ACCOUNTS - GROUP
LIQUIDITY RISK
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities under both normal and stressed conditions. The Group management monitors the Groups liquidity through revolving liquidity forecast. See note 21 for more information on the Group’s loans and borrowings as of 31.12.2022.
The Group’s liquidity is impacted by seasonal fluctuations and fluctuations between different project phases. The Group had NOK 314.8 million in liquidity reserves as at 31.12.22, including 8.9 million in restricted funds.
Exposure to liquidity risk
The following are the remaining contractual maturities of financial liabilities at the reporting date, including payment of interest and without the effect of settlement arrangements:
31.12.2022
Contractual cash flows
(NOKm)
Carrying amount
Total
6 months or less
6-12 months
1-2 years
2-5 years
More than 5 years
Secured bank loans
0.1
0.1
-
-
-
0.1
-
Other loans
4.3
4.3
0.6
0.4
3.4
-
-
Secured bond loans
806.1
1 004.5
43.4
43.3
86.5
831.3
-
Current interest-bearing debt
0.1
0.1
-
0.1
-
-
-
Financial derivatives
6.0
6.8
-
-
-
6.8
-
Trade and other payables
606.8
606.8
606.8
-
-
-
-
Total
1 423.3
1 622.6
650.7
43.7
89.9
838.2
-
31.12.2021
Contractual cash flows
(NOKm)
Carrying amount
Total
6 months or less
6-12 months
1-2 years
2-5 years
More than 5 years
Secured bond loans
890.6
1 148.1
37.5
38.4
76.6
995.6
-
Trade and other payables
505.3
505.3
505.3
-
-
-
-
Total
1 395.8
1 653.4
542.8
38.4
76.6
995.6
-
MARKET RISK
Market risk is the risk that fluctuations in market prices, e.g. exchange rates, the price of such raw materials as steel, and interest rates, will affect future cash flows or the value of financial instruments. Market risk management aims to ensure that risk exposure stays within the defined limits, while optimising the risk-adjusted return. Attempts should be made to secure major purchases in connection with projects as soon as possible after the final clarification of the project.
ENDÚR ASA - ANNUAL REPORT 202251
ANNUAL ACCOUNTS - GROUP
CURRENCY RISK
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Group’s exposure to changes in foreign exchange rates relates primarily to the Group’s operating activities and the Group’s net investments in foreign subsidiaries. From Marcon-Gruppen i Sverige AB the Group has parts of both revenues and expenses in SEK that provides a natural hedge. Endúr has the highest currency exposure towards SEK, but also has minor exposure against other currencies. The Group entered into a cross currency swap in 2022 to reduce foreign currency risk on the Group's Swedish operations. The Group continuously assesses the need for hedging remaining currency exposure, based on perceived risk and materiality.
Sensitivity analysis
A change in the foreign exchange rate towards SEK on the reporting date would have increased (reduced) equity and yearly profit by the amounts shown in the table below. The analysis shows the sensitivity of the Group’s foreign operations in Sweden net of cross currency swap in 2022 and assumes all other variables remain unchanged.
(NOKm)
2022
2021
Effect of 5 % appreciation of NOK towards SEK at 31 Dec
Effect on profit after tax
16.6
(0.8)
Effect on other comprehensive income
(30.2)
(26.5)
Effect on equity
(13.0)
(26.5)
INTEREST RATE RISK
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s exposure to changes in market interest rates relates primarily to the Group’s secured bond loan with floating interest rates. Endúr entered into an interest rate swap in 2022 to partly hedge against the interest rate risk of the Group, and will continuously assess whether to hedge against further interest rate risk. The following table demonstrates the sensitivity to interest rate changes.
Sensitivity analysis
A change in the interest rate of 100 base points on the reporting date would have increased (reduced) equity and yearly profit by the amounts shown in the table below (net of interest rate swap). This analysis assumes that all other variables, particularly the exchange rates, remain unchanged.
(NOKm)
2022
2021
Effect of 100 bp increase in interest rate
Effect on profit after tax
(6.1)
(6.9)
Effect on equity
(6.1)
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52
ENDÚR ASA - ANNUAL REPORT 2022
ANNUAL ACCOUNTS - GROUP
NOTE 24:
SHARE CAPITAL AND SHAREHOLDER INFORMATION
S
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Issue of shares registered 15 June 2022 – The company’s share capital increased by 0,44 from NOK 13,726,434.06 to NOK 13,726,434.0.50, by issuing 44 new shares each with a nominal value of NOK 0.01. The issue of shares was related to the reverse share split commented below.
Reverse share split of 50:1 was effectuated 21 June 2022, following the resolution on Endúr ASA’s General Meeting in May 2022. 50 shares, each with a nominal value of NOK 0.01, were consolidated into 1 share with a nominal value of NOK 0.5. After the reverse share split, the share capital was NOK 13,726,434,50 divided into 27,452,869 shares, each with a nominal value of NOK 0.5.
At 31 December 2022, the share capital of Endúr ASA was NOK 13,726,434.50, divided into 27,452,869 shares, each with a nominal value of NOK 0.05. All shares have equal voting rights.
Shareholders as of 31 December 2022
No of shares
Holding
Artec Holding AS
7 643 641
27.84 %
Bever Holding AS
2 087 641
7.60 %
Tigerstaden Marine AS
2 044 684
7.45 %
Jörn Ryberg Holding AB
1 748 910
6.37 %
Fender Eiendom AS
869 215
3.17 %
Cygnus Olor AB
674 221
2.46 %
Valleløkken AS
594 149
2.16 %
Gimle Invest AS
544 637
1.98 %
Alden AS
544 470
1.98 %
Guttis AS
453 079
1.65 %
Bergskogen Eiendom AS
391 525
1.43 %
Langåker, Steinar
328 584
1.20 %
Tight Holding AS
328 547
1.20 %
BR Industrier AS
316 351
1.15 %
Energon Holding AS
251 500
0.92 %
Solsidan AS
245 348
0.89 %
AS Flyfisk
241 051
0.88 %
Hortulan AS
200 000
0.73 %
Tatomi Invest AS
186 371
0.68 %
Eikeland Holding AS
183 128
0.67 %
Total shares owned by 20 largest shareholders
19 877 052
72.40 %
Other shareholders
7 575 817
27.60 %
Total number of shares 31.12.2022
27 452 869
100.00 %
ENDÚR ASA - ANNUAL REPORT 202253
ANNUAL ACCOUNTS - GROUP
SHARES OWNED BY EXECUTIVE PERSONNEL AND BOARD MEMBERS
The following table shows shares owned by executive personnel and board members, including shares owned by their closely related persons and companies, as of 31 December 2021.
Name
Role/Title
Ownership
No of shares
Holding
Pål Reiulf Olsen
Chairman
Shares owned by Poca Invest AS
45 000
0.16 %
Bjørn Finnøy
Board member
Shares owned by Artec Holding AS
7 643 641
27.84 %
Kristine Landmark
Board member
21 000
0.08 %
Jörn Ryberg
Board member
Shares owned by Jörn Ryberg Holding AB and private
1 748 910
6.37 %
Jeppe Raaholt
CEO Endúr ASA and the Group
Shares owned by Råbjørn AS
180 000
0.66 %
Einar Olsen
CFO Endúr ASA and the Group
20 658
0.08 %
Total number of shares 31.12.2022 owned by executive personnel and board members
9 659 209
35.18 %
At year end, in addition to the shareholdings presented above, Pål Reiulf Olsen owned 10 000 share options, Jeppe Raaholt owned 51 471 share options and Einar Olsen owned 32 006 share options.
No loans nor guarantees have been issued to members of the Board.
54
ENDÚR ASA - ANNUAL REPORT 2022
ANNUAL ACCOUNTS - GROUP
NOTE 25:The Group offered a share option program to executive management and key personnel of the Group in 2022. Share options are measured at fair value at the time of allotment. The calculated value of the estimated share of redeemed options is recognised as a payroll expense, booked towards other paid-in equity. The cost is distributed over the period until the employee acquires an unconditional right to redeem the options. The estimated number of options that are expected to be redeemed is reassessed on every balance sheet date.
SHARE-BASED PAYMENTS
FINANCIAL REPORTING PRINCIPLES
Share purchase program
The Group issued a share subscription program in December 2021 whereby all permanent employees of the Group were offered the opportunity to subscribe new shares in the Group at a discount. The sale of shares to employees at less than market price is accounted for by recognising the difference between market value of the shares and purchase price as a payroll expense.
Share option program
SHARE PURCHASE PROGRAM
The Group did undertake a share purchase program in December 2021 whereby all permanent employees of the Group were offered the opportunity to subscribe new shares in the Group at a discount in accordance with a resolution made by the annual general meeting on 21 May 2021 at a subscription price per share of NOK 26.5 (NOK 0.52996 before reverse share split of 50:1), reflecting a discount of 20% on the volume weighted average closing price of the Group’s share during the application. All shares subscribed and allotted under the offering are subject to 6 months lock-up.
SHARE OPTION PROGRAMS
Share option allocations 2020
As part of the transaction regarding the acquisition of BMO Entreprenør AS in 2020, Endúr issued 250 000 share options (12,5 million options before share consolidation of 50:1 in June 2022) to the sellers of BMO Entreprenør AS. Award date was 17 December 2020, with strike price NOK 60 (NOK 1,2 before the share consolidation 50:1). For the allocated options, 50 % vested 30 June 2021, with an exercise period of 1 year and 50 % with vesting date was 30 June 2022 with an exercise period of 1 year, subject to the participant’s continued employment.
Share option program 2022
The Group issued a share option program to executive management and key personnel of the Group in 2022. A total of 311.000 share options / warrants were issued (before share consolidation of 50:1 in June 2022, the number of share options totalled to 15.550.000), each option with a right of issuance or purchase of 1 share in Endúr ASA. The strike price is NOK 37,5 plus 10 per cent (strike price of issue resolved on 15 November 2021, at issuance the strike price was NOK 0,75 plus 10 per cent before the share consolidation mentioned above). The share options were allocated 28 February 2022. The vesting period is 1 year from the date of allocation, with a 3-year exercise period, subject to the participant’s continued employment. Options not exercised by the expiration date will lapse without consideration.
ENDÚR ASA - ANNUAL REPORT 202255
ANNUAL ACCOUNTS - GROUP
R
e
c
o
n
c
i
l
i
a
t
i
o
n
o
f
o
u
t
s
t
a
n
d
i
n
g
s
h
a
r
e
o
p
t
i
o
n
s
2022
2021
Share allocations 2020
Outstanding options at 1 January
12 500 000
12 500 000
Expired during the year
(125 000)
-
Forfeited during the year
(2 000)
-
Exercised during the year
-
-
Effect of reverse share split 50:1
(12 250 000)
-
Outstanding options at 31 December
123 000
12 500 000
Share allocations 2022
Granted during the year
15 550 000
Expired during the year
-
Forfeited during the year
(56 000)
Exercised during the year
-
Effect of reverse share split 50:1
(15 239 000)
Outstanding options at 31 December
311 000
Total outstanding options
378 000
12 500 000
Measurement of fair value
The model used for measurement of the fair values is Black-Scholes. The inputs used in the measurement of the fair values at grant date of the options were as follows.
2022
2021
Share option program 2022
Share allocation 2020
Share allocation
2020*
Options outstanding at 31 Dec
255 000
123 000
12 500 000
Awarded date
28 Feb 2022
17 Dec 2020
17 Dec 2020
Expiration period in months
38 months
6 months
18 months
Fair value
NOK 1.9
NOK 0
NOK 0.06
Share price at grant date
37.50
58.25
1.165
Strike price
41.25
60.00
1.2
Risk free interest rate
2.75 %
2.75 %
0.5 %
Expected volatility
12.9 %
12.9 %
20.7 %
* Numbers presented before reverse share split of 50:1 in June 2022. To comparison, the outstanding options was 250 000, and the strike price 60.
56
ENDÚR ASA - ANNUAL REPORT 2022
ANNUAL ACCOUNTS - GROUP
NOTE 26:GROUP COMPANIES
Group company
Owner
Registered office
Company’s share capital
Holding and votes
Profit/
loss for the year (prelim.)
Equity
as at 31.12.22 (prelim.)
Endúr Maritime AS
Endúr ASA
1366 Lysaker
12.4
100 %
8.2
57.4
Marcon Gruppen i Sverige AB
Endúr ASA
Sweden
0.2
100 %
7.1
209.1
BG Malta Ltd
Endúr ASA
Malta
0.0
100 %
(0.8)
0.2
BMO Entreprenør AS
Endúr ASA
3619 Skollenborg
0.6
100 %
53.5
118.7
Artec Aqua AS
Endúr ASA
6018 Ålesund
3.3
100 %
36.6
67.6
Endúr Sjøsterk AS
Endúr ASA
5252 Søreidgrend
0.4
100 %
3.0
6.8
Endúr Eiendom AS
Endúr ASA
5160 Laksevåg
0.1
100 %
0.3
12.7
Endúr Bidco II AS
Endúr ASA
1366 Lysaker
-
100 %
-
0.0
Marcon Teknik AB
Marcon Gruppen i Sverige AB
Sweden
0.2
100 %
0.7
6.8
Svensk Sjöentrepenad i Malmö AB
Marcon Gruppen i Sverige AB
Sweden
0.2
100 %
6.4
22.7
Stockholms Vattentrepenader AB
Marcon Gruppen i Sverige AB
Sweden
0.1
100 %
1.4
18.1
Marc-Con Wind Power i Sverige AB
Marcon Gruppen i Sverige AB
Sweden
0.1
100 %
0.0
0.8
SSE Gibraltar Ltd
Marcon Gruppen i Sverige AB
Sweden
0.0
100 %
0.1
1.3
Sp/f Soundtug
Marcon Gruppen i Sverige AB
Sweden
-
100 %
-
-
Marcon Vindtransmission AB
Mar-Con Wind Power i Sverige AB
Sweden
0.1
100 %
-
0.1
Incerno AB
Svensk Sjöentrepenad i Malmö AB
Sweden
0.0
100 %
(0.6)
0.6
DYKAB i Luleå AB
Marcon Gruppen i Sverige AB
Sweden
0.2
100 %
3.3
6.1
DYKAB i Stockholm AB
Marcon Gruppen i Sverige AB
Sweden
0.1
100 %
0.3
1.0
DYKAB Varv & Mek AB
Marcon Gruppen i Sverige AB
Sweden
0.1
100 %
0.1
0.8
ENDÚR ASA - ANNUAL REPORT 202257
ANNUAL ACCOUNTS - GROUP
NOTE 27:
MANAGEMENT REMUNERATION
The following changes have been implemented in Endúrs executive management over the course of 2022:
Lasse B. Kjelsås, the previous CFO, resigned from his position as of 29 April 2022 and Einar Olsen assumed the function of interim CFO. Olsen was appointed as permanent CFO from 2 August 2022. Olsen has been employed by Endúr ASA since the autumn of 2021 as Head of business development and controlling.
Remuneration paid out and termination agreements to members of the executive management team as of 31.12.2022:
(NOKm)
Base salary*
Variable
pay
Other benefits
P
e
n
s
i
o
n
b
e
n
e
f
i
t
Total
Notice period
Severance
pay
Chief Executive Officer
2.9
0.0
0.2
0.1
3.2
3 months
12 months
Chief Financial Officer
2 3
0.0
0.2
0.1
2.6
3 months
6 months
Total
5.2
0.0
0.3
0.2
5.8
There was no variable pay program for 2021 paid out in 2022 in Endúr ASA. Variable remuneration for 2022 is accrued as of year-end 2022 and amounts to NOK 3.1 million for the CEO and NOK 2.6 million for the CFO.
The Group’s guidelines on salaries and other remuneration for directors and senior management, as resolved in the 2022 ordinary general meeting, are available at the Group’s website; endur.no/investor-relations/statement-on-remuneration.
Remuneration to the Board of Directors for the period from ordinary meeting 2021 until ordinary general meeting 2022
Name
Position
Remuneration (NOK thousand)
Pål Reiulf Olsen
Chairman of the Board, Audit Committee and Remuneration Committee
625
Bjørn Finnøy
Member of the Board
300
Hedvig Bugge Reiersen
Member of the Board and Remuneration Committee
330
Jörn Ryberg
Member of the Board
300
Kristine Landmark
Member of the Board and Audit Committee
360
Other remuneration to the Board of Directors
Endúr ASA’s board chairman, Pål Reiulf Olsen received additional remuneration in 2022 based on management consulting services to the group of NOK 47.5 thousand, remuneration was paid on an hourly basis. Pål Reiulf Olsen also received holiday pay in 2022 for services rendered in 2021.
Remuneration to the nomination committee for the period from ordinary meeting 2021 until ordinary general meeting 2022
Name
Position
Remuneration
(NOK thousand)
Henning Nordgulen
Member
25
Arne Henning Markhus
Member
25
Espen Ommedal
Leader
35
* Including the effects of holiday pay
58
ENDÚR ASA - ANNUAL REPORT 2022
ANNUAL ACCOUNTS - GROUP
AUDIT FEE
AUDIT FEES
(NOKm - all amounts excluding VAT)
2022
2021
Audit services
3.3
2.5
Other attestation services
0.0
0.3
Tax advisory services
0.1
0.1
Other non-audit services
0.2
0.4
Total
3.7
3.1
NOTE 29:
RELATED PARTIES
FINANCIAL REPORTING PRINCIPLES
Related party relationships are those involving control (either direct or indirect), joint control or significant influence. Related parties are in a position to enter into transactions with the company, of which would not be undertaken between unrelated parties. All related party transactions are carried out on arm’s length terms.
For transactions with executive management and board members, see note 27.
Marcon-Gruppen i Sverige AB
Customer / Vendor
Source of service
Amount Sale
Amount Purchase
Marine Supply Invest AB
Barboat Charter
-
0.9
Total
-
0.9
BMO Entreprenør AS
Customer / Vendor
Source of service
Amount Sale
Amount Purchase
Bever Holding AS
Sale of admin services and rent of premises
0.3
0.9
BMO Elektro AS
Subcontractor
0.0
1.6
BMO Tunnelsikring AS
Re-invoicing
0.0
-
Bever Eiendom AS
Rent of premises
0.0
0.6
Davanger Utvikling AS
Rent of premises
0.0
0.1
Provita ANS
Rent of premises
-
1.7
Skrubbemoen 3 AS
Rent of premises
-
2.1
Skrubbemoen 8 AS
Rent of premises
-
0.3
Total
0.3
7.3
Endúr Sjøsterk AS
Customer / Vendor
Source of service
Amount Sale
Amount Purchase
Moves AS
Rent of equipment
-
0.1
Total
-
0.1
ENDÚR ASA - ANNUAL REPORT 202259
ANNUAL ACCOUNTS - GROUP
NOTE 30:
CONTINGENT LIABILITIES / LEGAL CLAIMS
FINANCIAL REPORTING PRINCIPLES
Contingent liabilities and assets
Contingent liabilities are defined as:- potential liabilities resulting from previous events, but whose existence depends on future events- liabilities not recognised in the accounts because it is not likely that the liability will result in an outflow of resources- liabilities that cannot be measured with a satisfactory degree of reliability.
Contingent liabilities are not recognised, with the exception of contingent liabilities stemming from the acquisition of enterprises. Material contingent liabilities are specified in the notes, except for contingent liabilities where the likelihood of existence is very low. A contingent asset is not recognised in the accounts, but will be specified in the notes to the accounts if it is likely that the asset will devolve on the group.
LEGAL CLAIMS
BMO Entreprenør AS
BMO Entreprenør AS is currently involved in a dispute against the NPRA related to a contract regarding surface works on Nordhordlandsbrua (based on NS 8406). The project was completed during the last quarter of 2022 and was materially delayed. BMO Entreprenør’s position is that the delay is caused by extra work due to circumstances outside its scope and control, which has caused extra work, as well as higher labour costs, material costs and rig-related costs. The NPRA has offered to compensate some of the extra work, but the dispute has not yet been settled. The Company has obtained an indemnification statement from Bever Holding in the SPA, which shall indemnify and keep the Company harmless for 80% of the cost the Company may incur in connection with ongoing disputes involving BMO Entreprenør. The Company considers the downside risk exposure relating to said disputes to be lower than the potential upside.
Marcon-Gruppen i Sverige AB
A subsidiary of Marcon-Gruppen i Sverige, Sventab, had an ongoing litigation with Statens Fastighetsverk (SFV) per year end 2022 regarding a construction project in Stockholm, concerning outstanding claims for payment of compensation for alterations and additions (Sw. ÄTA). The Company has obtained an indemnification statement from the Sellers of Marcon-Gruppen I Sverige in the SPA, which shall indemnify and keep the Company harmless for any downside exceeding provisions already made in the Company’s financial statements in relation to the acquisition of Marcon-Gruppen i Sverige AB. The dispute has been settled during the first quarter of 2023, with no material effect on the Group’s financial statements.
Endúr Sjøsterk AS
Endúr Sjøsterk AS is involved in an on-going dispute with an external consultant company related to warranty-claims from a client with respect construction weaknesses discovered in previously produced concrete feed rafts. The company holds the external consultant company responsible for insufficient calculations of strength. Both parties are represented by legal counsel, but no litigation have yet been set into motion. The company has treated the claim according to the principle of “best estimate” and maintains that the company’s financial exposure, both upside and downside, must be considered well balanced.
60
ENDÚR ASA - ANNUAL REPORT 2022
ANNUAL ACCOUNTS - GROUP
SUBSEQUENT EVENTS
Settlement of litigation with Statens Fastighetsverk (SFV)
With reference to the information given in Note 30 Legal Claims, Stockholms Vattenentreprenader AB (Sventab), a subsidiary of Marcon-Gruppen I Sverige AB, entered into a legal settlement with SFV in January 2023. Endúr had obtained certain indemnification statements from the Sellers of Marcon-Gruppen I Sverige, limiting Endúrs downside risk.
Private placement and refinancing of the secured bond loan
Endúr successfully raised NOK 140 million in a private placement 11 January 2023 through new shares. The equity was raised in connection with a committed bank financing, in order to refinance the Company’s senior secured open callable NOK 1,100 million bond loan with ISIN NO0010935430. The net principal amount outstanding at bond redemption was NOK 810 million. The bank financing totalled to approx. NOK 700 million from a syndicate consisting of SpareBank 1 SR-Bank ASA and SpareBank 1 SMN. The bank financing includes a NOK 250 million term loan ("Facility A"), a SEK 300 million term loan ("Facility B") and a NOK 150 million overdraft facility ("Facility C") (together, the "Facilities"). Facility A and B will have 3-year maturity with quarterly instalments of NOK 12 million and SEK 13 million, respectively, with first instalments to be made in Q4 2023. The bond was redeemed effective on 16 March 2023. The Company paid a break-fee of 3.68 % of the nominal outstanding principle amount.
NOTE 32:
GOING CONCERN
ENDÚR ASA - ANNUAL REPORT 202261
ANNUAL ACCOUNTS - GROUP
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62
ENDÚR ASA - ANNUAL REPORT 2022
ANNUAL ACCOUNTS - PARENT
Income Statement Endúr ASA 
(NOKm)
Note
2022
2021
Other operating revenue
7.0
0.1
Revenue
7.0
0.1
Payroll expenses
4
(22.6)
(29.9)
Depreciation, amortisation, impairment
5, 6
(0.1)
(0.2)
Other operating expenses
4
(15.4)
(29.5)
Operating expenses
(38.1)
(59.5)
Operating profit/loss
(31.0)
(59.5)
Financial income
7
127.6
86.2
Financial expenses
7
(104.8)
(143.1)
Net financial items
22.8
(56.9)
Profit/loss before tax
(8.2)
(116.3)
Income Tax
8
5.7
22.9
Profit/loss
(2.5)
(93.5)
ENDÚR ASA - ANNUAL REPORT 202263
ANNUAL ACCOUNTS - PARENT
Balance Sheet Endúr ASA 
(NOKm)
Note
31.12.2022
31.12.2021
ASSETS
Deferred tax assets
8
65.6
28.7
Intangible assets and goodwill
5
0.4
-
Property, plant and equipment
6
0.1
0.2
Investments in group companies
9
1 621.1
616.7
Receivables from group companies
10
76.9
1 119.3
Financial assets
11
6.0
-
Total non-current assets
1 770.1
1 764.9
Trade and other receivables
22.8
0.7
Receivables from group companies
10
105.4
77.6
Cash and cash equivalents
16.8
16.9
Total current assets
145.0
95.2
TOTAL ASSETS
1 915.0
1 860.1
EQUITY AND LIABILITIES
Equity
Share capital
12, 13
13.7
13.7
Share premium
13
919.8
863.4
Other paid-in capital
13
4.0
4.0
Retained earnings
13
-
-
Equity
937.5
881.2
Liabilities
Loans and borrowings
14, 15
806.1
890.6
Liabilities to group companies
10
21.3
16.0
Other non-current liabilities
3.6
3.6
Total non-current liabilities
830.9
910.1
Trade payables
1.6
3.4
Liabilities to group companies
10
126.1
50.9
Other short-term liabilities
19.0
14.5
Total current liabilities
146.6
68.8
Total liabilities
977.5
978.9
TOTAL EQUITY AND LIABILITIES
1 915.0
1 860.1
64
ENDÚR ASA - ANNUAL REPORT 2022
ANNUAL ACCOUNTS - PARENT
Cashflow StatementEndúr ASA 
Note
2022
2021
CASH FLOW
Profit/loss for the period
(2.5)
(93.5)
Adjustments for:
Income tax expense
8
(5.7)
(22.9)
Depreciation. amortisation. impairment
5, 6
0.1
0.2
Items classified as investments and financing activities
7
(22.8)
42.6
Impairment investments in subsidiaries
-
14.2
Changes in:
Trade and other receivables
(6.9)
(8.5)
Trade and other payables
(1.9)
(5.2)
Other current accruals
5.7
9.0
Net cash flow from operating activities
(34.0)
(64.2)
Acquisition of Property. plant and equipment and intangibles
5, 6
(0.4)
(0.3)
Net outflow from non-current receivables
-
(954.4)
Acquisitions of other investments
3
-
(394.7)
Sale of subsidiary
3
20.8
-
Net cash effect from merger with subsidiaries
1.7
-
Net cash flow from investment activities
22.1
(1 349.4)
Repayment of loans and borrowings
14
(90.7)
(213.0)
Proceeds from loans and borrowings
14
-
1 100.0
Proceeds from issue of share capital (capital increase)
13
-
638.7
Payment of interests
7
(77.5)
(106.4)
Net changes in intercompany balances
180.2
(5.9)
Net cash flow from financing activities
11.9
1 413.4
Net change in cash and cash equivalents
(0.0)
(0.1)
Cash and cash equivalents as per 1.1
16.9
17.0
Cash and cash equivalents as per 31.12
16.8
16.9
Of which is restricted cash as per 31.12
4.2
4.2
ENDÚR ASA - ANNUAL REPORT 202265
ANNUAL ACCOUNTS - PARENT
Notes to theParent Company Accounts
NOTE 1:CORPORATE INFORMATION
Endúr ASA is a public limited company based in Norway, and was founded on 22 May 2007. The Company’s registered office is at Lysaker. Endúr ASA is the parent company in the Endúr Group. Endúr ASA is listed on Oslo Stock Exchange with the ticker ENDUR.
NOTE 2:
ACCOUNTING PRINCIPLES
The financial statements are prepared in accordance with the Accounting Act and Norwegian Generally Accepted Accounting Principles (NGAAP) valid as per 31 December 2022, and consist of income statement, balance sheet, cash flow statement and notes. The financial statements have been prepared based on the fundamental principles governing historical cost accounting, comparability, continued operations, congruence and prudence. Transactions are recorded at their value at the time of the transaction. Income is recognised at the time of delivery of goods or services. Costs are expensed in the same period as the income to which they relate. Costs that cannot be directly related to income are expensed as incurred. The different accounting principles are further commented on below. According to generally accepted accounting standards, there may be some exceptions to the basic assessment and valuation principles. Comments on these exceptions can be found in the respective notes to the accounts. Contingent losses, of which are probable and quantifiable are charged to the profit and loss account.
ESTIMATES AND JUDGEMENTS
Preparing the annual accounts includes judgements, estimates and assumptions that influence both the choice of accounting principles applied and the reported amounts for assets, liabilities, revenues and expenses. The management has used estimates based on its best judgement and assumptions that are considered realistic on the basis of historical experience during preparation of the annual accounts. Actual amounts may deviate from estimated amounts. Estimates and underlying assumptions are reviewed and assessed on an ongoing basis. Changes in accounting estimates are recognised in the period in which the estimates are changed and in all future periods affected.
CLASSIFICATION OF ASSETS AND LIABILITIES
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FOREIGN CURRENCY
Items included in the financial statements are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The company’s functional currency is NOK, of which is also the parent company’s presentation currency. Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Balance sheet items are measured at the rate of exchange at the balance sheet date.
66
ENDÚR ASA - ANNUAL REPORT 2022
ANNUAL ACCOUNTS - PARENT
CASH FLOW STATEMENT
The cash flow statement is presented using the indirect method. Cash and cash equivalents include cash, bank deposits and other short term, highly liquid investments with maturities of three months or less.
REVENUE
Revenue from services is reported in the profit and loss account in accordance with the degree of completion of the transaction on the balance sheet date. The degree of completion is calculated on the basis of work completed.
SUBSIDIARIES
In the parent company, subsidiaries are valued using the cost method. The investment is valued at acquisition cost, unless a write-down is required. Dividends, group contributions and other distributions are recognised in the same year as they are distributed in the subsidiary’s financial statements. If the dividend/group contribution received exceed the retained profit share in the ownership period, the excess amount is recognised as a repayment of invested capital and entered in the balance sheet as a reduction of the investment.
IMPAIRMENT OF ASSETS
If indications are identified that the carrying value of a non-current assets is higher than fair value, an impairment test is performed. The test is performed for the lowest level of an assets with independent cash flows. If carrying value is higher than recoverable amount, a write down to recoverable amount will be recognised. Write downs recognised in previous years will be reversed if the conditions leading to the write down is no longer present. Impairment of goodwill will never be reversed.
INCOME TAX
The tax consists of tax payable and the change in deferred tax. Deferred tax/tax asset is calculated on the basis of all taxable temporary differences. A deferred tax asset is recognised in the profit and loss account when it is probable that the company will have sufficient taxable income to utilise the tax asset. Deferred tax and deferred tax assets are recognised regardless of when the differences are reversed, and are in principle recognised at nominal value. Deferred tax/tax asset is valued on the basis of the expected future tax rate. Both tax payable and deferred tax are recognised directly against equity to the extent to which they relate to items recognised directly against equity.
RECEIVABLES
Accounts receivable and other receivables are recognised in the balance sheet at nominal value less provisions for expected losses. Provisions for losses are made on the basis of individual assessments of the individual receivables. In addition, for other accounts receivable, an unspecified provision is made to cover expected losses on claims.
FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE
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LOANS
The Secured bond loan is recognized in the balance sheet at the discounted future cashflow with the bond’s interest rate as a discount factor. The transaction cost related to the bond, is amortized over the maturity of the bond.
EQUITY
Transaction costs relating to equity transactions, including the tax effect of the transaction costs, are recognised directly against the equity. Only transaction costs directly related to the equity transactions are recognised against equity.
On the repurchase of own shares, the purchase price, including directly attributable costs such as changes in equity, is entered as a change in equity. Own shares are presented as a reduction of equity. Losses or gains from transactions with own shares are not recognised in the profit and loss account.
MERGER WITH WHOLLY OWNED SUBSIDIARIES
Endúr Bidco AS and Endúr Invest AS was merged into Endúr ASA as of 30 November 2022 and 1 December 2022 using the principles of accounting continuity. Endúr Bidco AS and Endúr Invest AS was wholly owned subsidiaries of Endúr ASA with limited activity and no employees, no consideration was made. Endúr Bidco AS was the parent company of BMO Entreprenør AS and Artec Aqua AS, and Endúr Invest AS was the parent company of Endúr Sjøsterk AS and Endúr Eiendom AS.
ENDÚR ASA - ANNUAL REPORT 202267
ANNUAL ACCOUNTS - PARENT
NOTE 3: 
ACQUSITION AND SALE OF BUSINESS
AQUSITIONS AND SALE OF BUSINESSES IN 2022
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Cash considerations
20.8
Total considerations
20.8
Value of shares in Endúr ASA
20.8
Gain/loss
0.0
ACQUSITION AND SALE OF BUSINESSES IN 2021
In March 2021, Endúr ASA acquired Marcon-Gruppen I Sverige AB, for details regarding the transactions, please refer to the Company’s Annual report 2021.
68
ENDÚR ASA - ANNUAL REPORT 2022
ANNUAL ACCOUNTS - PARENT
NOTE 4:
SALARIES, FEES, REMUNERATIONS
PAYROLL EXPENSES
(NOKm)
2022
2021
Salaries and holiday pay
19.6
24.6
Employer's national insurance contribution
2.1
3.1
Share subscription program
0.0
-
Pension expenses
0.5
0.7
Other payroll expenses
0.3
1.5
Total
22.6
29.9
Number of employees 31.12.
4
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REMUNERATION TO THE AUDITOR
(NOKm - all amounts excluding VAT)
2022
2021
Audit services
1.7
1.4
Other attestation services
0.0
0.3
Tax advisory services
0.0
0.1
Other non-audit services
0.0
0.3
Total
1.7
2.0
ENDÚR ASA - ANNUAL REPORT 202269
ANNUAL ACCOUNTS - PARENT
NOTE 5:
INTANGIBLE ASSETS
INTANGIBLE ASSETS
(NOKm)
Licenses, patents, etc.
Total
Acquisition cost 1 Jan. 2022
0.8
0.8
Addition
0.4
0.4
Acquisition cost 31 Dec. 2022
1.2
1.2
Accumulated depreciations as of 1 Jan. 2022
(0.8)
(0.8)
Current year's depreciations
0.0
0.0
Accumulated depreciations as of 31 Dec. 2022
(0.8)
(0.8)
Book value 31. Dec 2022
0.4
0.4
Amortization rates
3-5 year
Amortization plan
Linear
(NOKm)
Licenses, patents, etc.
Total
Acquisition cost 1 Jan. 2021
0.8
0.8
Addition
0.0
0.0
Acquisition cost 31 Dec. 2021
0.8
0.8
Accumulated depreciations as of 1 Jan. 2021
0.8
-
Current year's depreciations
(0.0)
(0.8)
Accumulated depreciations as of 31 Dec. 2021
(0.8)
(0.8)
Book value 31. Dec 2021
-
-
Amortization rates
3-5 year
Amortization plan
Linear
70
ENDÚR ASA - ANNUAL REPORT 2022
ANNUAL ACCOUNTS - PARENT
NOTE 6:
TANGIBLE ASSETS
TANGIBLE ASSETS
(NOKm)
Operating equipment
Total
Acquisition cost 1 Jan. 2022
0.3
0.3
Acquisition cost 31 Dec. 2022
0.3
0.3
Accumulated depreciations as of 1 Jan. 2022
(0.1)
(0.1)
Current year's depreciation
(0.1)
(0.1)
Accumulated depreciations as of 31 Dec. 2022
(0.2)
(0.2)
Book value 31. Dec 2022
0.1
0.1
Depreciation rates
3 years
Depreciation plan
Linear
(NOKm)
Operating equipment
Total
Acquisition cost 1 Jan. 2021
-
-
Acquisitions
0.3
0.3
Acquisition cost 31 Dec. 2021
0.3
0.3
Accumulated depreciations as of 1 Jan. 2021
-
-
Current year's depreciation
(0.1)
(0.1)
Accumulated depreciations as of 31 Dec. 2021
(0.1)
(0.1)
Book value 31. Dec 2021
0.2
0.2
Depreciation rates
3 years
Depreciation plan
Linear
ENDÚR ASA - ANNUAL REPORT 202271
ANNUAL ACCOUNTS - PARENT
NOTE 7:
NET FINANCIAL ITEMS
(NOKm)
2022
2021
Other interest income
4.1
-
Group contribution
105.4
61.0
Interest income bond
3.5
-
Increase in value of financial instruments
6.0
-
Interest income from group companies
8.6
25.2
Finance income
127.6
86.2
Interest expenses to group companies
(10.5)
(1.8)
Interest expenses secured bond loan
(81.2)
(67.7)
Other interest expenses
(3.6)
-
Currency loss
(4.0)
(2.4)
Amortization bond
(4.7)
(18.4)
Impairment investments in subsidiaries
-
(14.2)
Impairment group receivables
-
1.2
Guarantee expenses bankruptcy in subsidiary
-
(18.6)
Other financial expenses
(0.9)
(21.2)
Finance costs
(104.8)
(143.1)
Net finance costs recognised in the income statement
22.8
(56.9)
NOTE 8:
INCOME TAX
(NOKm)
2022
2021
Result before taxes before group contribution
(113.5)
(124.9)
Permanent differences
(5.6)
(1.1)
Group contribution with tax effect
45.3
61.0
Changes in temporary differences
0.3
14.9
Changes in interest deductibility carried forward
76.3
-
Changes in losses carried forward
(22.4)
50.1
Adjustment from prior year
19.7
-
Basis for taxes payable
-
-
Taxes payable
-
-
72
ENDÚR ASA - ANNUAL REPORT 2022
ANNUAL ACCOUNTS - PARENT
The income tax for the year is calculated as follows: 
(NOKm)
2022
2021
Taxes payable
-
-
Net change in deferred tax/tax assets
(6.1)
22.9
Other adjustments
0.4
-
Income tax for the year
(5.7)
22.9
Taxes payable
-
-
RECOGNISED DEFERRED TAX ASSETS
(NOKm)
31.12.2021
Effect of merger with subsidiaries
as of 01.01.2022
Recognised
in the
income statement
31.12.2022
Temporary differences
(25.9)
(14.6)
0.3
(40.2)
Interest deductibility carried forward
(38.9)
(16.7)
(76.3)
(131.9)
Loss carried forward
(65.6)
(110.5)
(22.4)
(198.5)
Total basis related to deferred tax assets
(130.4)
(141.9)
(98.4)
(370.6)
Net deferred tax assets
28.7
31.2
21.6
81.5
Net deferred tax assets - not recognised in the accounts
-
0.3
15.6
15.9
Net deferred tax assets - recognised in the accounts
28.7
30.9
6.1
65.6
NOTE 9:
INVESTMENTS IN SUBSIDIARIES
Group company
Owner
Registered office
Company’s share capital
Holding and votes
Profit/
loss for the year (prelim.)
Equity
as at 31.12.22 (prelim.)
Endúr Maritime AS
Endúr ASA
1366 Lysaker
12.4
100 %
8.2
57.4
Marcon Gruppen i Sverige AB
Endúr ASA
Sweden
0.2
100 %
7.1
209.1
BG Malta Ltd
Endúr ASA
Malta
0.0
100 %
(0.8)
0.2
BMO Entreprenør AS
Endúr ASA
3619 Skollenborg
0.6
100 %
53.5
118.7
Artec Aqua AS
Endúr ASA
6018 Ålesund
3.3
100 %
36.6
67.6
Endúr Sjøsterk AS
Endúr ASA
5252 Søreidgrend
0.4
100 %
3.0
6.8
Endúr Eiendom AS
Endúr ASA
5160 Laksevåg
0.1
100 %
0.3
12.7
Endúr Bidco II AS
Endúr ASA
1366 Lysaker
-
100 %
-
0.0
ENDÚR ASA - ANNUAL REPORT 202273
ANNUAL ACCOUNTS - PARENT
NOTE 10:INTERCOMPANY BALANCES
RECEIVABLES
(NOKm)
2022
2021
Long-term receivables
76.9
1 119.3
Short-term receivables
105.4
77.6
Total
182.2
1196.9
LIABILITIES
(NOKm)
2022
2021
Long-term liabilities
21.3
16.0
Short-term liabilities
126.1
50.9
Total
147.4
1196.9
NOTE 11:
FINANCIAL ASSETS AND LIABILITIES
FINANCIAL DERIVATIVES MEASURED AT FAIR VALUE
(NOKm)
2022
2021
Interest rate swaps
2.7
-
Cross currency swaps
3.3
-
Total financial assets measured at fair value
6.0
-
Interest rate swaps
-
-
Cross currency swaps
-
-
Total financial liabilities measured at fair value
-
-
Financial derivatives
Endúr entered into two financial derivates contracts in 2022, in order to reduce inherent exposure to floating interest rate on the senior secured bond loan and foreign currency risk on receivables towards the subsidiaries in Sweden. The fair value of the derivatives at 31.12.2022 is equal to the change in net value during the year, as the Group had no financial derivative contracts in 2021.
74
ENDÚR ASA - ANNUAL REPORT 2022
ANNUAL ACCOUNTS - PARENT
NOTE 12:
SHARE CAPITAL AND SHAREHOLDER INFORMATION
SHARE CAPITAL
Issue of shares registered 15 June 2022 – The company’s share capital increased by 0,44 from NOK 13,726,434.06 to NOK 13,726,434.0.50, by issuing 44 new shares each with a nominal value of NOK 0.01. The issue of shares was related to the reverse share split commented below.
Reverse share split of 50:1 was effectuated 21 June 2022, following the resolution on Endúr ASA’s General Meeting in May 2022. 50 shares, each with a nominal value of NOK 0.01, were consolidated into 1 share with a nominal value of NOK 0.5. After the reverse share split, the share capital was NOK 13,726,434,50 divided into 27,452,869 shares, each with a nominal value of NOK 0.5.
At 31 December 2022, the share capital of Endúr ASA was NOK 13,726,434.50, divided into 27,452,869 shares, each with a nominal value of NOK 0.05. All shares have equal voting rights.
Shareholders as of 31 December 2022
No of shares
Holding
Artec Holding AS
7 643 641
27.84 %
Bever Holding AS
2 087 641
7.60 %
Tigerstaden Marine AS
2 044 684
7.45 %
Jörn Ryberg Holding AB
1 748 910
6.37 %
Fender Eiendom AS
869 215
3.17 %
Cygnus Olor AB
674 221
2.46 %
Valleløkken AS
594 149
2.16 %
Gimle Invest AS
544 637
1.98 %
Alden AS
544 470
1.98 %
Guttis AS
453 079
1.65 %
Bergskogen Eiendom AS
391 525
1.43 %
Langåker, Steinar
328 584
1.20 %
Tight Holding AS
328 547
1.20 %
BR Industrier AS
316 351
1.15 %
Energon Holding AS
251 500
0.92 %
Solsidan AS
245 348
0.89 %
AS Flyfisk
241 051
0.88 %
Hortulan AS
200 000
0.73 %
Tatomi Invest AS
186 371
0.68 %
Eikeland Holding AS
183 128
0.67 %
Total shares owned by 20 largest shareholders
19 877 052
72.40 %
Other shareholders
7 575 817
27.60 %
Total number of shares 31.12.2022
27 452 869
100.00 %
ENDÚR ASA - ANNUAL REPORT 202275
ANNUAL ACCOUNTS - PARENT
SHARES OWNED BY EXECUTIVE PERSONNEL AND BOARD MEMBERS
The following table shows shares owned by executive personnel and board members, including shares owned by their closely related persons and companies, as of 31 December 2021.
Name
Role/Title
Ownership
No of
shares
Holding
Pål Reiulf Olsen
Chairman
Shares owned by Poca Invest AS
45 000
0,16 %
Bjørn Finnøy
Board member
Shares owned by Artec Holding AS
7 643 641
27,84 %
Kristine Landmark
Board member
21 000
0,08 %
Jörn Ryberg
Board member
Shares owned by Jörn Ryberg Holding AB and private
1 748 910
6,37 %
Jeppe Raaholt
CEO Endúr ASA and the Group
Shares owned by Råbjørn AS
180 000
0,66 %
Einar Olsen
CFO Endúr ASA and the Group
20 658
0,08 %
Total number of shares 31.12.2022 owned by executive personnel and board members
9 659 209
35.18 %
At year end, in addition to the shareholdings presented above, Pål Reiulf Olsen owned 10 000 share options, Jeppe Raaholt owned 51 471 share options and Einar Olsen owned 32 006 share options.
No loans nor guarantees have been issued to members of the Board.
NOTE 13: EQUITY
(NOKm)
Share capital
Share premium
Other paid-in capital
Retained earnings
Total equity
Equity 1.1.2022
13.7
863.4
4.0
-
881.2
Profit (loss)
0.0
-
-
(2.5)
(2.5)
Equity effect of merger with subsidiaries
-
58.8
-
-
58.8
Adjustments
-
(2.5)
-
2.5
-
Equity 31.12.2022
13.7
919.8
4.0
-
937.5
Equity 1.1.2021
7.3
375.0
4.0
386.4
Profit (loss)
-
-
-
(93.5)
(93.5)
Issue of shares - Business combination
4.0
466.8
-
-
470.8
Issue of shares
2.4
165.5
-
-
167.9
Group contribution
-
-
-
(50.5)
(50.5)
Adjustments
-
(143.9)
-
143.9
-
Equity 31.12.2021
13.7
863.4
4.0
-
881.2
76
ENDÚR ASA - ANNUAL REPORT 2022
ANNUAL ACCOUNTS - PARENT
NOTE 14: LOANS AND BORROWINGS
LOANS AND BORROWINGS
2022
2021
Non-current loans and borrowings
Secured bond loans
806.1
890.6
Total
806.1
890.6
TERMS AND REPAYMENT SCHEDULE
(NOKm)
Currency
Nominal interest rate
Year of maturity
Carrying amount 31.12.2022
Secured bond loan
NOK
Fixed margin 7.25 % + 3 M NIBOR
2025
806.1
Secured bond loan
The Company has an outstanding senior secured, non-amortizing callable bond loan with ISIN NO0010935430 (the “Bonds”) with NOK 810 million principal at 31.12.22. The Bonds were issued 3 March 2021, originally with NOK 1100 million principal. Effective 1 December 2021 Endúr redeemed bonds with a total nominal value of NOK 200 million. During 2022, Endúr completed two bond buy-backs, each of a total nominal value of NOK 45 million, reducing the net outstanding principal amount to NOK 810 million. The bond buy-backs were effectuated 3 June 2022 and 29 September 2022. The transaction cost amortized on the bond was written down proportionally and booked through finance cost in 2022, this amounted to NOK 1,3 million.
The NOK 810 million principal outstanding matures at par on 3 March 2025. The Bonds incur interest of the aggregate of 3m NIBOR (floating reference rate) plus a fixed margin 7.25% p.a., with quarterly interest payments. As issuer of the Bonds Endúr is subject to certain financial covenants; (i) maintaining a leverage ratio not greater than 3.75x up to 3 March 2023, and then 3.0x and 2.5x up to 3 March 2024 and 3 March 2025, respectively, and (ii) maintaining minimum liquidity of NOK 75 million.
Refinancing of secured bond loan
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ENDÚR ASA - ANNUAL REPORT 202277
ANNUAL ACCOUNTS - PARENT
NOTE 15: 
FINANCIAL RISK MANAGMENT
The Company is exposed to the following financial risks resulting from the use of financial instruments:
- credit risk- liquidity risk- market risk - currency risk - interest rate risk
The board of directors has overall responsibility for establishing and monitoring the Company’s risk management framework. Risk management principles have been established in order to identify and analyse the risks to which the Company is exposed, to stipulate limits on risk and pertaining control procedures, and to monitor risk and compliance with the limits. Risk management principles and systems are reviewed regularly to reflect changes in activities and market conditions.
CREDIT RISK
Credit risk is the risk of financial losses in the event that a customer or counterparty in a financial instrument is unable to meet its contractual obligations. Credit risk relates usually to the Company’s receivables towards Group companies and will be depending on performance of the actual operations in the subsidiary. The Company regards its maximum credit risk exposure to the carrying amount of receivables.
LIQUIDITY RISK
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities under both normal and stressed conditions. The Company’s management monitors the Company’s liquidity through revolving liquidity forecast.
Exposure to liquidity risk
The following are the remaining contractual maturities of financial liabilities at the reporting date, including payment of interest and without the effect of settlement arrangements:
31.12.2022
Contractual cash flows
(NOKm)
Carrying amount
Total
6 months or less
6-12 months
1-2 years
2-5 years
More than 5 years
Secured bond loans
806.1
1 004.5
43.4
43.3
86.5
831.3
-
Financial derivatives
6.0
6.8
-
-
-
6.8
-
Trade and other payables
20.5
20.5
20.5
-
-
-
-
Total
832.6
1 031.8
63.9
43.3
86.5
838.1
-
31.12.2021
Contractual cash flows
(NOKm)
Carrying amount
Total
6 months or less
6-12 months
1-2 years
2-5 years
More than 5 years
Secured bond loans
890.6
1 148.1
37.5
38.4
76.6
995.6
-
Trade and other payables
17.9
17.9
17.9
-
-
-
-
Total
908.4
1 166.0
55.4
38.4
76.6
995.6
-
78
ENDÚR ASA - ANNUAL REPORT 2022
ANNUAL ACCOUNTS - PARENT
MARKET RISK
Market risk for the company is related to currency risk and interest rate risk.
CURRENCY RISK
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company’s exposure to changes in foreign exchange rates relates primarily to the Company’s receivables towards subsidiaries outside of Norway, this relates primarily to Marcon-Gruppen I Sverige AS in Sweden, but also minor exposure against other currencies. The Company entered into a cross currency swap in 2022 to reduce foreign currency risk towards SEK. The Company continuously assesses the need for hedging remaining currency exposure, based on perceived risk and materiality.
Sensitivity analysis
A change in the foreign exchange rate towards SEK on the reporting date would have increased (reduced) equity and yearly profit by the amounts shown in the table below. The analysis shows the sensitivity of the Company’s receivables in SEK net of cross currency swap in 2022 and assumes all other variables remain unchanged.
(NOKm)
2022
2021
Effect of 5 % appreciation of NOK towards SEK at 31 Dec
Effect on profit after tax
14.4
4.3
Effect on equity
14.4
4.3
INTEREST RATE RISK
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to changes in market interest rates relates primarily to the Company’s secured bond loan with floating interest rates. Endúr entered into an interest rate swap in 2022 to partly hedge against the interest rate risk of the Company, and will continuously assess whether to hedge against further interest rate risk. The following table demonstrates the sensitivity to interest rate changes.
Sensitivity analysis
A change in the interest rate of 100 base points on the reporting date would have increased (reduced) equity and yearly profit by the amounts shown in the table below (net of interest rate swap). This analysis assumes that all other variables, particularly the exchange rates, remain unchanged.
(NOKm)
2022
2021
Effect of 100 bp increase in interest rate
Effect on profit after tax
(6.1)
(6.9)
Effect on equity
(6.1)
(6.9)
ENDÚR ASA - ANNUAL REPORT 202279
ANNUAL ACCOUNTS - PARENT
NOTE 16:
GUARANTEES
Endúr Sjøsterk AS
Endúr ASA has given a parent company guarantee as security for Endúr Sjøsterk AS’ obligations under its guarantee facilities produced from Nordic Guarantee.
ØPD AS
Endúr ASA had given a parent company guarantee to Nordic Guarantee to secure ØPD AS’ obligations under its guarantee facilities produced from Nordic Guarantee. Following the bankruptcy in ØPD AS, Endúr ASA had to answer to this parent company guarantee, assuming ØPD’s continued obligation for projects with active guarantees provided by Nordic Guarantee. Endúr ASA has made relevant provisions for known and probable claims, according to the principle of best estimate.
NOTE 17:
CONTINGENT LIABILITIES / LEGAL CLAIMS
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NOTE 18:
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80
ENDÚR ASA - ANNUAL REPORT 2022
AUDITOR’S REPORT
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ENDÚR ASA - ANNUAL REPORT 202281
We confirm to the best of our knowledge that the consolidated financial statements for 2022 have been prepared in accordance with IFRS as adopted by the European Union, as well as additional information requirements in accordance with the Norwegian Accounting Act, that the financial statements for the parent company for
2022 have been prepared in accordance with the Norwegian Accounting Act and generally accepted accounting practice in Norway, and that the information presented in the financial statements gives a true and fair view of the assets, liabilities, financial position and result of Endúr ASA and the Endúr Group for the period. We also
confirm to the best of our knowledge that the Board of Directors’; Report includes a true and fair review of the development, performance and financial position of Endúr ASA and the Endúr Group, together with a description of the principal risks and uncertainties that they face.
Lysaker - 26 April 2023
Board of Directors and CEO of Endúr ASA
Pål Reiulf Olsen
(Chairman)
-sign
Jeppe Bjørnerud Raaholt
(CEO)
-sign
Bjørn Finnøy
-sign
Kristine Landmark
-sign
Hedvig Bugge Reiersen
-sign
Jörn Ryberg
-sign
82
ENDÚR ASA - ANNUAL REPORT 2022
AUDITOR’S REPORT
Auditor’s Report
ENDÚR ASA - ANNUAL REPORT 202283
AUDITOR’S REPORT
84
ENDÚR ASA - ANNUAL REPORT 2022
AUDITOR’S REPORT
ENDÚR ASA - ANNUAL REPORT 202285
AUDITOR’S REPORT
86
ENDÚR ASA - ANNUAL REPORT 2022
AUDITOR’S REPORT
ENDÚR ASA - ANNUAL REPORT 202287
AUDITOR’S REPORT
R
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88
ENDÚR ASA - ANNUAL REPORT 2022
AUDITOR’S REPORT
ENDÚR
ASA
Postal
address:
S
t
r
a
n
d
v
e
i
e
n
1
7
,
1
3
6
6
L
y
s
a
k
e
r
Visiting
address
/
Group
Head
Quarter:
S
t
r
a
n
d
v
e
i
e
n
1
7
,
1
3
6
6
L
y
s
a
k
e
r
E: post@endurasa.no W: endur.noFurther contact info is available on the company’s home page.