Notes to the condensed interim consolidated financial statements
Note 1 General information and accounting policies
Corporate information
Magnora ASA (“the Company”) is incorporated and domiciled in Norway. The address of its registered office is Karenslyst Allé 6, 0278 Oslo. The Company is listed on the Oslo Stock Exchange main list with the ticker MGN.
Magnora ASA and its subsidiaries and investments in associated companies (the ”Group”) is a renewable-energy development group, focusing on development of battery, solar PV, and wind projects from early-phase greenfield to ready-to-build.
The Group focuses on medium-to-large industry scale solar, wind and battery projects, evaluates numerous opportunities before selecting or creating projects, then develops the projects over a few years, and eventually exits when projects are ready-to-build or near that stage. The Group portfolio is primarily built organically, with a pragmatic approach to growth with the objective of generating further shareholder value.
Basis of preparation
These condensed interim financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU under the International Accounting Standard for Interim Financial Reporting (IAS 34). As the interim financial statements do not include the full information and disclosures required for a complete set of consolidated financial statements, they should be read in conjunction with the Group’s annual consolidated financial statements. The accounting policies adopted in the preparation of the condensed interim consolidated financial statements are consistent with those followed in the preparation of the Group’s annual consolidated financial statements for 2024.
The European Securities and Markets Authority (ESMA) issued guidelines on Alternative Performance Measures (“APMs”) that came into effect on 3 July 2016. Magnora has defined and explained the purpose of the following APM:
EBITDA: EBITDA, as defined by Magnora, includes operating revenue and other income and excludes profit/loss from associated companies, depreciation, amortisation, and impairment loss.
Accounting policies, judgements and estimates
In preparing these condensed interim financial statements, the significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty are consistent with those followed in the preparation of the Annual Financial Statements for 2024.
Due to rounding adjustments, the figures in certain columns may not sum to the total of those columns.
Note 2 Material accounting judgements and estimates
Deferred tax asset recognition
Deferred tax assets are recognised for unused tax losses only to the extent it is probable a taxable profit will be available to be offset by the tax credit carry forward from previous losses. Significant management judgement is required to determine the amount of deferred tax assets to be recognised, based upon the likely timing and level of future taxable profits. The recognised deferred tax asset is most sensitive to expected future taxable profits.
The deferred tax asset recognised is expected to be utilised within the next 5 years based on the company’s contract portfolio and cost base as of today. The book value of the deferred tax asset represents a minor part of the total accumulated tax losses of over NOK 3 billion.
Consolidation of portfolio companies
The Group has a portfolio of companies invested in and performs a quarterly evaluation of whether it has control in accordance with IFRS 10.
The Group invested in Kustvind AB in March 2020 through a share issue and holds a 48 percent ownership at the reporting date. Magnora holds the right to increase its ownership to 50 percent subject to a budget and milestone plan. The option to increase ownership is not currently exercisable, as any ownership increase must be initiated by the Kustvind board through a capital call, driven by the project’s capital needs. The remaining shares are equally owned by Kustvind’s three founders. Magnora has three out of five board members, and the founders have the remaining two members. The other shareholders have the right to elect a third board member at any time, and it is expected that they will do so. Magnora is a minority owner alongside three other owners and has significant influence of the company. As a result, its ownership is accounted for using the equity method, classifying Kustvind as an associated company.
The Group established Hafslund Magnora Sol AS together with Hafslund Vekst AS and Helios Nordic Energy AB in October 2022 and holds 40 percent ownership at the balance sheet date. Magnora has two out of six board members, and the other two owners have the remaining four members. Hafslund owns 40 percent and Helios owns 20 percent, thus Magnora has no operational influence on the company beyond its participation in board decisions. Hence its ownership is accounted for using the equity method, classifying Hafslund Magnora Sol as an associated company.
In second quarter 2024, Magnora completed the carve-out of its FPSO-royalties business into Hermana Holding ASA, which was listed on the Oslo Stock Exchange on 18 June 2024. As of the reporting date, the Group holds a 30 percent interest in Hermana, classified as an investment in an associate and accounted for using the equity method. Magnora continues to focus exclusively on renewable-energy development, with no operational overlap with Hermana. For further details on the demerger, please see the Annual Report for 2024.
Divestments
For transactions resulting in the loss of control of a subsidiary or associate, IFRS 10 requires that the fair value of the consideration received be determined to calculate the net gain or loss to be recognised. Given the nature of the Group's investments, a significant portion of the consideration may be contingent upon future events, requiring considerable judgment in estimation. The Group follows a conservative approach in valuing its portfolio, including when estimating the fair value of future payments such as earnouts and milestone payments from divestments. The probability of these payments is assessed for each transaction, with contingent consideration included in the net gain or loss. At each reporting date, the Group evaluates changes in the fair value of these future payments, with any adjustments recognised as Other Income in the profit or loss statement. As of the balance sheet date, the total unrecognised value of potential earnouts and milestone payments from divestments is NOK 620 million, which is subject to the achievement of relevant technical and/or commercial milestones, project risks, timing, currency fluctuations, auction results, CfD (Contract for Difference) rates and other factors.
Note 3 Operating revenue
The Group’s primary returns are generated through project divestments, with net gains recognised as other income. As a result, operating revenue is typically limited and not the main source of income.
During the quarter, the Group recognised revenue related to the legacy licensing agreement. On 4 February 2025, Shell UK Ltd. announced that production had restarted at the Penguins field in the UK North Sea using Magnora’s legacy FPSO design. This triggered a USD 4.3 million (NOK 48.4 million) revenue payable to Magnora, for subsequent transfer to Hermana Holding ASA as part of the demerger receivable established in 2024.
Magnora ASA has also entered into service agreements with its subsidiaries and associated companies to provide intercompany support at predetermined hourly rates. These agreements promote transparency and consistency in the delivery of management, technical, and administrative services across the Group. During the first quarter, revenue from such intercompany services amounted to NOK 1.3 million, reflecting the ongoing contribution of Magnora’s expertise to its affiliated entities.
NOK million
Q1 2025
Q1 2024
2024
Licence revenue
48,4
-
-
Management services revenue
1,3
0,3
2,3
Total operating revenue
49,7
0,3
2,3
Note 4 Divestments
On 28 January 2025, financial close was reached on the divestment of two projects. The transaction resulted in total other income of NOK 12.8 million recognised during the quarter. Of this amount, NOK 6.7 million was received in cash. The associated project costs amounted to NOK 0.1 million, resulting in a net gain of NOK 6.6 million. The remaining NOK 6.2 million relates to milestone-based income expected to be earned in the short-term as the projects progress towards ready-to-build (RTB) status, with significant cash inflows expected upon achievement of future project awards and milestones.
Note 5 Investment overview
Name of entity
Registered office
Accounting principle
Ownership
Magnora Renewable Holding AS
Norway
Consolidated
100 %
Magnora Offshore Wind Holding AS
Norway
Consolidated
100 %
Magnora Holding AS
Norway
Consolidated
100 %
Magnora Utvikling AS
Norway
Consolidated
100 %
Magnora Offshore Wind AS
Norway
Consolidated
80 %
Magnora South Africa Projects AS
Norway
Consolidated
100 %
Magnora South Africa Development AS
Norway
Consolidated
100 %
Magnora UK PV Holding AS
Norway
Consolidated
100 %
Project Luminara 1 AS
Norway
Consolidated
100 %
Project Luminara 2 AS
Norway
Consolidated
100 %
Magnora Offshore Wind Holding Ltd
United Kingdom
Consolidated
80 %
Magnora Offshore Wind N3 Ltd
United Kingdom
Consolidated
80 %
Magnora Germany GmbH
Germany
Consolidated
100 %
Magnora Italy S.r.l.
Italy
Consolidated
100 %
African Green Ventures (Pty) Ltd
South Africa
Consolidated
100 %
Hafslund Magnora Sol AS
Norway
Equity method
40 %
Hermana Holding ASA
Norway
Equity method
30 %
Kustvind AB
Sweden
Equity method
48 %
Gamcap Magnora Development Company Ltd
United Kingdom
Equity method
50 %
Note 6 Investments in associates
Kustvind AB
The Group invested in Kustvind AB (Kustvind), a shallow-water offshore wind project located off the southern coast of Sweden, in March 2020. As of 31 March 2025, Magnora has a 48 percent ownership in Kustvind AB and has the option to increase its ownership to 50 percent. As Magnora is a minority owner with three other owners of the project and does not have control, it accounts for this investment using the equity method, adjusting the investment’s value based on its proportional share of Kustvind’s net results for the period.
Hafslund Magnora Sol AS
The Group invested in Hafslund Magnora Sol AS (HMS), together with Hafslund Vekst AS and Helios Nordic Energy AB, to develop large-scale solar PV farms in Norway, in October 2022. As of 31 March 2025, Magnora owns 40 percent of HMS and does not have control. The Group therefore applies the equity method to account for its investment in HMS, adjusting the investment’s value based on its share of HMS’ net results.
Hermana Holding ASA
The Group invested in Hermana Holding ASA (Hermana) in June 2024. Hermana is the new holding company for the legacy FPSO business, emerging out of a carve-out completed in second quarter 2024. As of 31 March 2025, Magnora owns 30 percent of Hermana Holding ASA and does not exercise control. The Group therefore applies the equity method to account for its investment in Hermana Holding ASA, adjusting the investment’s value based on its share of Hermana’s net results
Note 7 Other current financial assets
As of the end of the first quarter, the Group’s other current financial assets amounted to NOK 27.4 million. This included NOK 13.6 million in receivables through its subsidiary, Magnora Offshore Wind, related to a subscription contribution agreed upon at the time of the subsidiary’s establishment and payable by the project partner. Additionally, the balance comprised earnout income assets of NOK 10 million, accrued interest income of NOK 1.8 million, and prepayments totalling NOK 1.9 million.
Note 8 Share options
Share options have been awarded regularly in accordance with the Group’s share incentive scheme as approved by Annual General Meetings since 2019. Throughout this period, both board members and members of management have been granted share options. The cost of these options is expensed monthly over a 36-month period from the grant date, in line with IFRS 2.
No new share options were granted during the quarter. However, 100,000 share options were exercised, leaving a total of 1,453,000 share options outstanding as of quarter-end. Share-based payment expenses for the quarter totalled NOK 0.7 million.
Note 9 Capital distribution
On 26 February 2025, Magnora’s Board of Directors approved a capital return of NOK 0.187 per share. The payout took place on 10 March 2025, amounting to a total dividend of NOK 12.0 million. This cash distribution represents a capital repayment exceeding the par value of the Magnora share.
Note 10 Share buy-back programme
At the Annual General Meeting held on 23 April 2024, the Group initiated a share buyback programme allowing repurchase of up to 2,619,898 shares at a price of up to NOK 100 per share.
During the first quarter, the Group purchased 136,865 shares at a weighted average price of NOK 23.4419 per share. The total cost of these buybacks from initiation of the programme amounts to NOK 45.9 million. As of the reporting date, Magnora holds 1,843,030 of its own shares, representing 2.8 percent of the total outstanding shares.
Note 11 Other current liabilities
As of 31 March 2025, the Group's total other current liabilities amount to NOK 141.8 million. This includes the full NOK 91.0 million payable due to the (“Shell contract”) Hermana demerger, NOK 45.2 million owed for the TFMC’s offshore 20 percent ownership share of the ScotWind licence fee, and NOK 5.4 million for other liabilities. For more information on the demerger payable to Hermana, please see note 13: Subsequent events.
Note 12 Liquidity
The Group has undrawn overdraft facilities of NOK 150 million. For long-term liquidity planning, the Group utilises a combination of overdraft facilities and equity financing, particularly for capital intensive investments exceeding the scope of existing facilities. As certain projects progress into phases requiring increased funding, the Group will consider loan arrangements intended to be held through to project exit. Current liquidity remains strong, in line with anticipated transactions and capital requirements across the Group’s portfolio companies.
Foreign exchange gains or losses may arise from foreign currency denominated balances, however, these are non-cash in nature, as the balances are expected to be settled upon receipt of corresponding currency revenues.
Note 13 Subsequent events
On 4 February 2025, Shell UK Ltd. announced the restart of production at the Penguins field in the UK North Sea, utilising Magnora’s legacy FPSO design. This triggered a payment of USD 4.3 million (NOK 48.4 million) to Magnora. The amount was received on 14 April 2025 and used to settle a liability of the same value owed to Hermana as part of the demerger payable, resulting in the reduction of the other current financial liability outstanding amount.
On 24 April 2025, the Board of Directors decided a dividend of NOK 0.187 per share, to be distributed as a return of paid-in capital to shareholders. As this decision occurred after the reporting period, it is not recognised as a liability as of 31 March 2025. The total dividend amount is expected to be NOK 12.0 million based on the number of shares outstanding at the date of declaration.