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Contents
1. Board of directors report ................................................................................................................................ 2
2. Responsibility statement .................................................................................................................................. 9
3. Corporate governance report ................................................................................................................... 10
4. Consolidated financial statement ............................................................................................................ 18
Consolidated statement of comprehensive income ............................................................. 18
Consolidated statement of financial position ............................................................................ 19
Consolidated statement of change in equity ............................................................................ 21
Consolidated statement of cash flow ............................................................................................22
Notes to the consolidated financial statement ........................................................................ 23
5. Financial statement Aquila Holdings ASA ............................................................................................ 47
Statement of comprehensive income ............................................................................................ 47
Statement of financial position .......................................................................................................... 48
Statement of changes in equity ........................................................................................................ 50
Statement of cash flow ........................................................................................................................... 51
Notes to the financial statements ..................................................................................................... 52
6. Auditors report .................................................................................................................................................... 62
7. Sustainability report .......................................................................................................................................... 66
2
1. Board of directors report
Aquila Holdings ASA (“Aquila” or the “Company”) and its subsidiaries (together referred to as the
“Group”) is a seismic multi-client and investment company. The legacy seismic business manages
a seismic ocean bottom node multi-client data library. The corporate headquarters of Aquila is
Askekroken 11, 0277 Oslo, Norway. The Company is listed on Euronext Expand Oslo and traded
under the ticker AQUIL. Following the Annual General Meeting on 24 May 2023, the Company
The Company’s investment arm may invest broadly in listed companies as well as companies
expected to be listed in the near term. The Group’s investment portfolio consists of two listed
companies and one unlisted company. Aquila will selectively consider additional investments
going forward.
The Company’s legacy seismic business operates under the name Axxis Geo Solutions. The
Company manages a seismic multi-client data library with assets in Norway and Egypt.
The seismic multi-client data business model is frequently the preferred way to access seismic
data for petroleum exploration and production (E&P) companies. The seismic data is licensed by
E&P companies to assist in the discovery and development of petroleum resources. The Group’s
return on investment from its multi-client library is seen through the life span of the data; from
its early stage with revenues coming from the pre-funding by E&P companies during the
execution of the program, through subsequent late sales after the seismic images are
processed and available.
The Group’s multi-client data is targeting near-field exploration, where production infrastructure
is in place and where E&P companies need high-quality seismic data to unlock existing and new
resources. In these production fields, oil and gas can be developed with lower cost,
environmental impact and emissions.
With a sustained high oil price (in the range $75-85 per barrel of oil equivalent), it is expected that
near-field exploration will continue to be considered highly attractive for the E&P companies.
Aquila expects the investment in exploration and development in our core areas to be durable
and reinforced by the attractive long-term demand outlook.
Accounting principles
The consolidated financial statements are prepared in accordance with IFRS as adopted by the
European Union.
The Company has not adopted any standards, interpretations or amendments that have been
issued but are not yet effective.
All financial statements in this report are presented on a going concern basis in accordance with
the Norwegian Accounting Act section 3-3a, and the Board of Directors confirms that the
prerequisites for going concern assumption are present.
Financial results, financial position and capitalization
Revenues related to multi-client data are recognized at the point of delivery of completed data
to the customer, leading to relatively high volatility in results quarterly and annually. Revenues
related to reprocessing of multi-client data is recognized over time and is booked according to
percentage of completion.
3
Revenues in 2023 amounted to USD 8.2 million compared to USD 7.3 million in 2022. The
increase is driven by revenues arising from the reprocessing of the Utsira data library in 2023.
A USD 1.0 million reduction in fair value of financial assets was recognized under other gains
and losses in 2023 compared to a gain of USD 0.7 million in 2022.
Changes in the fair value of the investment portfolio in 2023 was a loss of USD 0.3 million
compared to a loss of USD 13.4 million in 2022.
Cost of sales of USD 5.8 million for 2023 compares to USD 0.4 million during the same period in
2022. The cost increase is driven by costs related to the reprocessing of the Utsira data library.
The selling, general and administrative costs in 2023 are at the same level as in 2022.
The straight-line amortization of the multi-client library was USD 6.4 million for 2023 compared
to USD 4.0 in 2022. The increase is the result of the amortization of the Gulf of Suez multi-client
library which commenced in Q4 2022.
Operating loss for 2023 was USD 7.7 million compared to operating profit of USD 0.3 million in
2022.
Net financial items amounted to USD 0.4 million in 2023 compared to USD 0.1 million in 2022.
Income tax income of USD 7 thousand compared to USD 1.7 million for 2022. The tax income in
2022 of USD 1.4 million is related to the devaluation of the Egyptian Pound (“EGP”) in addition to
refunded taxes in India amounting to USD 0.3 million.
The Company has not recognized any deferred tax assets in the balance sheet as of 31
December 2023. Tax loss carried forwards for 31 December 2023 is estimated to be USD 44.8
million.
The Group has a net loss of USD 8.1 million in 2023 compared to a net profit of USD 1.4 million
in 2022.
As of 31 December 2023, the Company had total assets of USD 43.9 million, compared to USD
52.8 million as of 31 December 2022.
Total non-current assets of USD 39.7 million as of 31 December 2023 compared to USD 47.3
million as of 31 December 2022. The reduction is driven by amortization of the multi-client
library in 2023 and reduction of financial assets of USD 1.0 million.
Total current assets decreased from USD 5.4 million as of 31 December 2022 to USD 4.2 million
as of 31 December 2023. The decrease is driven by a reduction in accrued income compared
to 2022, partly offset by increased trade receivables. The Company’s cash balance ended at
USD 2.0 million on 31 December 2023.
The Group’s net equity was USD 38.1 million at the end of December 2023, representing a net
decrease of USD 9.5 million compared to 31 December 2022. Purchased own shares in 2023
account for USD 1.3 million of the net decrease. The equity ratio is 86.9% as of 31 December
2023 compared to 90.3% as of 31 December 2022.
Total current liabilities increased with USD 0.6 million compared to 2022, mainly dure to increase
in trade payables. The tax accrual is related to estimated income tax liabilities arising from the
operations in Egypt. A material part of other current liabilities is also related to estimated Egypt
taxes.
Cash flow from operations, investments and financing
The Group’s cash flow from operating activities in 2023 was USD 1.3 million compared to USD
1.1 million in 2022.
4
No investments have occurred in 2023. The Group’s cash flow from investment activities in
2022 was negative with USD 1.5 million due to the investment in Dolphin Drilling of USD 2.0
million and USD 0.5 million received from the sale of the node business.
The Group’s cash flow from financing activities in 2023 was mainly due to purchasing of own
shares of USD 1.4 million compared to USD 0.4 million in 2022. Also, final payment on the TGS
loan of USD 0.9 million was made in 2022.
Key financial indicators
* Revenue, cost of sales, SG&A
** Bank deposits, net trade receivable, marketable securities
*** Net asset value per share; total assets – total liabilities divided by number of shares
Risk management and internal control
Aquila’s activities are dependent on the capital spending budgets of E&P companies in the oil
and gas industry. These budgets are, in turn, largely a function of actual and/or expected shifts
in oil and gas prices. Consequently, Aquila’s activities, opportunities and profitability are linked to
fluctuations in these prices.
The multi-client library is the Group’s largest asset. The surveys in the library are subject to
commercial risk. At times, Aquila will have to impair the values of the surveys if the future
licensing potential diminishes because of market conditions, regulatory changes, lack of
exploration success in the relevant area, changes in customers’ strategic priorities, etc.
The Group is also exposed to capital markets developments resulting in fluctuations in the
market values of investments in shares and non-listed shares. There is also a risk that the
companies in the investment portfolio will need further capital to obtain profitability, and that
such capital will be subject to reduced pricing compared to the current pricing.
Liquidity risk arises from a lack of correlation between free cash and financial commitments. As
of 31 December 2023, Aquila held current assets of USD 4.2 million of which cash and cash
Profit and loss
2023
2022
Revenue
8 237
7 258
Changes in fair value of investments (loss)
(251)
(13 447)
Operating profit (loss) (EBIT) (7 686)
(264)
Cash earnings * (26)
4 442
Net profit (loss)
(8 087)
1 396
Basic earnings (loss) per weighted average shares (in USD)
(0.04)
0.01
Financial position 31.12.2023
31.12.2022
Bank deposits
2 038
2 197
Available liquid funds **
8 457
8 688
Total assets
43 882
52 777
Total equity
38 120
47 652
Ratio analysis 31.12.2023
31.12.2022
Equity ratio
86.9 %
90.3 %
Net asset value per share (NOK) ***
1.76
2.00
5
equivalents represented USD 2 million, and current liabilities were USD 5.5 million. The Board
considers the liquidity risk of the Group to be low.
Aquila is exposed to credit risk through sales and receivables and uses it best efforts to
manage this risk by monitoring receivables and implementing credit checks and other actions
as deemed appropriate in addition, excess cash is placed in either bank deposits or financial
instruments that have a minimum rating of ‘investment grade’.
The Group’s maximum exposure to credit risk at the reporting date is the carrying value of each
class of financial assets, such as account receivables, other short-term receivables, and non-
current assets. Aquila evaluates the concentration of risk with respect to trade receivables as
low due to the Group’s credit rating procedures and because our customers generally are large
energy companies considered to be financially sound. Aquila is focused on maintaining
adequate internal controls.
Aquila is exposed to financial risk such as currency, liquidity, and credit risk. The operational
exposure to currency risk is low as a significant portion of revenues earned and costs incurred
are in USD. However, as a significant part of the Group’s taxes are calculated and paid in NOK
and EGP, fluctuations between NOK/EGP and the USD result in currency exchange gain or
losses. Any potential dividends are likely to be paid in NOK and fluctuations between NOK and
USD could result in currency exchange gains or losses.
Aquila operates in a range of tax jurisdictions with complex considerations and legislation
concerning both indirect and direct taxation, especially in Egypt. Thus, uncertainties exist
related to reported tax liabilities and exposures. Recognized taxes (both direct and indirect) are
based on all known and available information and represent our best estimate as of the day of
reporting.
The jurisdictions in which Aquila operates are also subject to changing tax regulations, which
may impact assessments, for instance concerning the recoverability of credits. Furthermore, tax
authorities may challenge the calculation of both taxes and credits from prior periods. Such
processes and proceedings may result in changes to previously reported and calculated tax
positions, which in turn may lead to Aquila having to recognize operating of financial expenses
in the period of change.
The Group's multi-client business relies on a period of exclusivity in controlling the distribution
of the acquired data through licenses to customers. The exclusivity period granted by local
authorities can typically be 10 years. Any change in the duration of such exclusivity may have a
negative impact on the Company's revenues and may cause impairment of remaining book
values.
Aquila is exposed to different types of climate-related risks, which are addressed by the Board
of Directors’ sustainability strategy. Please refer to the sustainability report for more details.
The Group is exposed to risk associated with cybersecurity. Please refer to the sustainability
report for more details.
Reference is made to Note 12 of the consolidated financial statements and to the more
detailed information on risk management and Internal control in the corporate governance
section of the annual report.
Organization, working environment and equal opportunity
At the end of 2023, Aquila employees 2.7 man-years compared to 3.5 in 2022.
The Board considers the working environment to be good. Please refer to the sustainability
report for more details about the workforce.
6
Health, safety and environmental
Aquila is fully committed to safeguarding and maintaining the environment in which we operate
and live, while also providing a safe and healthy workplace for our employees, contractors,
vendors, and customers. Aquila manages and monitors these activities through corporate
policies, procedures and guidelines.
More detailed information on Aquila’s health, safety and environmental initiatives may be found
in the sustainability report, included in a separate section of the annual report.
Sustainability and corporate social responsibility
Ensuring that Aquila’s business operates in a sustainable way and provides sustainable solutions
for our customers is high on the Board of Directors agenda.
Aquila is committed to minimizing and mitigating the potential disruption to the marine and
onshore environment and climate that may be caused by its operations. Proper project planning
and management as well as coordination with our vendors, partners and local communities play
a significant role in ensuring that our operations do not have a detrimental impact on the
environment.
For more information, including information on the Norwegian Transparency Act, please refer to
the sustainability report, included in a separate section of this annual report.
Board structure and corporate governance
The Board of Directors consists of three directors serving until the annual general meeting in
2025. All the directors are independent. The audit committee consists of two members.
Aquila has an independent nomination committee consisting of two members elected by the
shareholders.
No material transactions other than the remuneration disclosed in Note 18 of the consolidated
financial statements have occurred in 2023 between Aquila and its management, directors and
its shareholders.
Aquila emphasizes independence and integrity in all matters relating to the Board of Directors,
management and its shareholders.
The Group conducts a compliance program designed to continually inform and educate
employees on ethical and legal issues.
Aquila bases its corporate governance policies and practices on the Norwegian Code of
Practice for Corporate Governance issued on 14 October 2021 (the “Code of Practice”). The
Board of Directors believes that Aquila complies in all areas with the Code of Practice and will
address compliance with any subsequent amendments. A more detailed description on how
Aquila complies with the Code of Practice and the Norwegian Accounting Act’s requirements
for reporting on corporate governance is included in the report on corporate governance
included in this annual report.
Salary and compensation
Aquila compensates its employees according to market conditions that are reviewed on an
annual basis including base salary, insurance and retirement benefits programs. For further
details, please refer to note 18 of the report on consolidated financial statements.
The members of the Board of Directors do not participate in any bonus plan, profit-sharing plan
or stock incentive plan. The directors’ compensation is based on a fixed fee. The remuneration
is not related to the Group’s financial results.
The Group has international liability insurance for the Board of Directors and management. The
insurance coverage is up to NOK 50 million per year for total revenue of NOK 612 million.
7
Annual result for the parent company and allocation of result
In 2023, the Group’s parent company Aquila Holdings ASA did not have any revenues compared
to USD 153 thousand in 2022.
In 2023, Aquila reported a loss after tax of USD 2.8 million compared to a profit after tax of USD
3.8 million in 2022. The reported loss was caused by personnel and other expenses, in addition
to a change in fair value of financial assets. Last year’s profit was significantly impacted by the
reversal of intercompany receivables net of USD 11.7 million, partly offset by the write-down of
shares in subsidiaries with 5.1 million.
At year-end 2023, Aquila had total assets of USD 48.1 million compared to USD 48.9 million at
the end of 2022. Investment in shares in subsidiaries increased with of USD 2.2 due to capital
increases, financial asset reduced with USD 1.0 million due to the change in fair value of
financial assets described above and reduction of intercompany receivables with USD 2.4
million. The bank balance at year end was USD 1.5 million, an increase of USD 0.6 million
compared to last year.
As of 31 December 2023, Aquila has a net equity of USD 38.4 million, compared to USD 42.6
million at the end of 2022. The equity ratio 31 December 2023 was 81.8 % compared to 87.2%
at the end of 2022. Total current liabilities have increased with USD 3.5 million compared to last
year.
The Board of Directors has proposed the loss for the Company of USD 2.8 million to be
allocated to accumulated earnings.
Outlook
Solid industry fundamentals will support historically high oil prices and continued investment in
the E&P sector. Despite a robust sector outlook, the timing of multi-client late sales is
unpredictable and dependent on licensing rounds as well as internal oil company scheduling.
We should expect sales to be lumpy and this does not speak to the long-term underlying multi-
client values and future sales potential. The uncertainties in Egypt will impact sales there in the
near term.
With the company’s revised strategic focus, we will evaluate new multi-client investment
opportunities. We will also review potential strategic transactions.
Distributions to shareholders or share repurchases will continue to be considered to the extent
this is believed to be the best allocation of capital.
Events after the reporting period
As of 31 December, the Company held a total of 19 148 168 own shares. In accordance with
the Company’s announced share buyback program of up to NOK 5 million, an additional 1 184
139 shares were purchased after year end 2023 and the Company currently holds 8.5% of its
share capital. As of 6 February 2024, the Company completed its share buyback program.
On 22 February 2024, the Group announced USD 1.1 million in revenues relating to Utsira multi-
client transfer fees.
On 29 February it was announced that the Group entered into a settlement agreement with
TGS ASA, whereby TGS receives an ownership interest in the previously announced Utsira
reprocessing project. In return, the Company receives an ownership interest in TGS’ artificial
intelligence geological interpretation project over Utsira, which is developed in collaboration
with Earth Science Analytics. The settlement does not have an impact on the Company’s book
value or its net asset value per share.
8
Oslo, 18 April 2024
The Board of Directors and CEO of Aquila Holdings ASA
Nina Skage Ketil Skorstad Torstein Sanness
Chair Director Director
Nils Haugestad
Interim CEO
9
2. Responsibility statement
Confirmation from the Board of Directors and general manager
The Board of Directors and the chief executive officer of Aquila Holdings ASA have today
considered and approved the annual report and financial statements for the 2023 calendar year
ended on 31 December 2023.
We confirm, to the best of our knowledge, that:
The 2023 financial statements for the Group and the Company have been prepared
in accordance with all applicable accounting standards.
The information provided gives a true and fair view of the Group’s and the Company’s
assets, liabilities, financial position and results.
The Board of Directors report provides a true and fair overview of the development,
performance and financial position of the Group and the Company, together with a
description of the principal risks and uncertainties that they face.
Oslo, 18 April 2024
The Board of Directors and CEO of Aquila Holdings ASA
Nina Skage Ketil Skorstad Torstein Sanness
Chair Director Director
Nils Haugestad
Interim CEO
10
3. Corporate governance report
Implementation and reporting on corporate governance
The Company has established a corporate culture to build confidence and trust among its
stakeholders. Key elements are open and honest communication, a system of internal controls
and policies and a compliance program.
The Company's corporate governance is based on the following main objectives:
a. Open, reliable, and relevant communication with the outside world regarding the
Company's business and matters related to corporate governance.
b. Equal treatment of the Company's shareholders.
c. Independence between the board, the management and the shareholders to avoid
conflicts of interests.
d. A clear division of work between the board, management and shareholders.
e. Good control and corporate governance mechanisms to achieve predictability and
reduce the level of risks for shareholders and stakeholders.
The Company endorses and complies with the Norwegian Code of Practice of Corporate
Governance (the “Code of Practice”) dated 14 October 2021 found at www.nues.no. The Code
of Practice is based on a "comply or explain" principle, which means that listed companies must
comply with the Code of Practice or explain why an alternative approach has been chosen. The
Company will comply with the Code of Practice and any deviations will be listed below.
Business conduct
Policies for ethics and corporate social responsibility have been established.
It is important for the Company to be aware of potential problems as early as possible and
procedures have been put in place to require employees to report any known or suspected
ethical irregularities. The Company has in place appropriate whistleblower procedures for
individuals to report concerns of non-compliance. A more detailed descriptions of our
compliance program is included in our sustainability report which is included in our annual
report.
The Group is committed to ensuring a safe and respectful working environment for its
employees. The health and wellbeing of our people is the key to the Company’s success.
Equality applies to all practices and guidelines relating to the recruitment process and hiring of
all workers. We respect and protect the fundamental human and workers’ rights in a manner
consistent with laws and regulations.
The Group promotes a healthy workplace by prohibiting discrimination due to gender, race, age,
ethnicity, disability, sexual orientation or religion and provides fair compensation for employees’
work. Respect for the individual is a cornerstone of the Group’s operation.
A summary of the strategic direction and a risk review is included in the board of directors
report for 2023, which is part of the annual report 2023 and available on the company website.
Corporate social responsibility
The Company believes that sustainable business practices can fully support successful business
development. A more detailed description of the Company’s sustainability practices is included
in the sustainability report which is included in the annual report.
11
Business
Aquila is an investment company. The Company comprises an ocean bottom node multi-client
company and an investment arm. The Company may invest broadly in listed companies as well
as companies expected to be listed in the near term.
The Company’s objectives and strategies are to create value for shareholders. When carrying
out this work, the Company shall consider financial, social and environmental issues. The
Company have policies for how it integrates the interests of the society at large into the value
creation.
Equity and dividends
As of 31 December 2023, equity amounted to USD 38.1 million (including a share capital of
USD 28.7 million). This corresponds to an equity ratio of 81.8%, which the Board of Directors
(“Board”) considers to be satisfactory. The adequacy of the Company’s capital is monitored
closely with respect to the Company’s objectives, strategy and risk profile.
The Board proposes any distribution of dividends to the annual general meeting. The annual
general meeting determines any distribution of dividends in accordance with Section 8-1 and
Section 8-2 of the Norwegian Public Limited Companies Act. The grounds for any proposal to
authorize the Board to approve the distribution of dividends shall be explained. The Board also
considers share repurchases if this is deemed more attractive for our shareholders.
The annual general meeting in May 2023 approved repurchase of own shares up to 10% of
nominal value. The Board has not proposed any dividends to be paid for the financial year 2023.
Any proposed authorizations to the Board to increase the Company's share capital shall be
restricted to defined purposes and shall be dealt with as separate agenda items at the general
meeting.
The Board authorizations shall be limited in time to the date of the next annual general meeting,
but in no event later than 30 June the same year. This also applies to any authorization to the
Board for the Company to purchase its own shares.
Equal treatment of shareholders and transactions with close associates
The Company has only one class of shares. All shares have one vote each and otherwise equal
rights in all respects.
All shareholders shall be treated on an equal basis unless there is a just cause for treating them
differently in accordance with applicable laws and regulations. In the event of an increase in the
share capital of the Company through issuance of new shares, a decision to waive the existing
shareholders' pre-emptive rights to subscribe for shares shall be justified. If the Board resolves
to issue new shares and waive the pre-emptive rights of existing shareholders pursuant to a
Board authorization granted by the general meeting, the justification shall be publicly disclosed
in a stock exchange announcement issued in connection with the shares issue. The reasons for
any deviation from equal treatment of all shareholders in capital transactions will be included in
the stock exchange announcement made in connection with the transaction.
Any transactions carried out by the Company in the Company's own shares shall be carried out
on Euronext Expand Oslo and in any case at prevailing stock exchange prices. If there is limited
liquidity in the Company's shares, the Company shall consider other ways to ensure equal
treatment from shareholders. Any transactions in own shares will be evaluated in relation to the
rules on the duty of disclosure, as well as in relation to the prohibition against illegal insider
trading and market manipulation, the requirement for equal treatment of all shareholders and
the prohibition of unreasonable business methods.
12
Transactions with close associates
Any transactions, agreements or arrangements between the Company and shareholders; a
shareholder's parent company; members of the management or close associates of any such
parties, may only be entered into as part of the ordinary course of business and on arm's length
market terms. All such transactions shall where relevantly comply with the procedures set out in
the (NPLLCA). The Board shall obtain an independent third-party evaluation, unless the
transaction, agreement or arrangement in question is immaterial or covered by the provisions of
section 3-16 of the NPLLCA.
Freely negotiable shares
There shall be no limitation with respect to any party's ability to own, trade or vote for the
Company's shares. The articles of association contain no restrictions on negotiability of the
shares.
General meetings
The annual general meeting is the ultimate corporate body. The Board and the chief executive
officer are typically present at the annual general meeting, as well as the company’s auditor.
The minutes from the annual general meeting and any extraordinary general meeting are made
available on the Company’s website shortly after the date of any such general meeting and are
also available for inspection at the Company’s corporate office in Oslo.
The annual general meeting for 2024 will be held on 23 May 2024. The notices for the annual
general meeting and any extraordinary meeting and all supporting documents are made
available on the Company’s website no later than three weeks in advance of the meeting. The
notice is also mailed (post or email) to registered shareholders.
The last annual general meeting was on 24 May 2023, the minutes from which are available on
the Company’s website.
Exercise of rights
The Board shall ensure that the Company's shareholders can participate at general meetings.
This shall be facilitated by the following:
The Board shall ensure that the Company's shareholders can participate in the general
meeting.
The proposed resolutions and any supporting documents shall be sufficiently detailed,
comprehensive, and specific, allowing shareholders to understand and form a view on
all matters to be considered.
The deadline for shareholders to give notice of their attendance at the general
meeting shall be no later than two business days prior to the date of the general
meeting in accordance with the articles of association.
Shareholders who cannot attend the meeting in person will be given the opportunity
to vote. The Company will design the form for the appointment of a proxy to make
voting on each individual matter possible and should nominate a person who can act
as a proxy for shareholders.
The Board and the chair of the general meeting shall ensure that the shareholders are
able to vote separately on each individual matter, including on each individual
candidate nominated for election to the Board and other corporate bodies (if
applicable).
The chair of the Board shall be present at general meetings. The auditor shall be
present at general meetings where matters of relevance for the auditor is on the
agenda. The Board shall ensure that the chair of the general meeting is independent.
13
Participation without being present
Shareholders who are unable to attend the general meeting shall according to the Company's
articles of association be given the opportunity to vote in writing and/or vote electronically in a
period before the general meeting in accordance with the NPLCA Section 5-8. Furthermore,
shareholders who are unable to attend the general meeting in person shall be given the
opportunity to vote by proxy. In this respect, the Company shall:
Provide information in the notice to the general meeting on the procedure for
attending by proxy.
Nominate a person who can act as a proxy for shareholders.
Prepare a proxy form, which shall, insofar as possible, be set up so that it is possible
to vote on each individual item on the agenda and candidates that are nominated for
election.
Nomination committee
The articles of association of the Company require it to have a nomination committee that is
responsible for the nomination of directors to the Board and recommend remuneration payable
to the directors.
The nomination committee shall consist of up to 3 members elected by a general meeting for a
period of up to two years unless the general meeting decides a shorter period. The nomination
committee shall make recommendations and prepare proposals to the general meeting for:
Election of members to the Board and remuneration of the directors of the Board and
any Board committees.
Election of the nomination committee and remuneration of the nomination
committee.
The proposals shall be made available no later than 21 days prior to the general meeting.
The nomination committee shall meet at least annually with the Board. The committee shall also
consult with selected shareholders to ensure that the nomination committee has their support.
Board composition and independency
The Board shall be composed in a way that it can (i) attend to the common interests of all
shareholders and meet the Company's need for expertise, capacity and diversity and (ii) act
independently of special interests. The majority of the shareholder-elected Board members shall
be independent of the management and significant business contacts. At least two of the
members of the Board shall be independent of the Company's major shareholder(s).
For the purposes of these policies, a major shareholder
shall mean a shareholder who owns or
controls more than 10% of the Company's shares or votes, and independence shall entail that
there are no circumstances or relations that may be expected to be able to influence an
independent assessment of the person in question. The Board shall not include members of
the management.
The chair of the Board is elected by annual general meeting. The term of office for members of
the Board shall not be longer than two years at a time. Members of the Board may be re-
elected.
The Company's annual report shall provide information regarding the expertise of the members
of the Board, as well as information on their history of attendance at board meetings. Further,
the annual report shall identify the members of the Board that are independent. Members of
the Board are encouraged to own shares in the Company.
The Board consists of three members all of whom are deemed independent of Aquila’s
management, major shareholders, and material business contacts.
14
The work of the board of directors
The Board is responsible for the overall management and supervision of the Company. The
Board has implemented instructions for the Board and the management, focusing on
determining a clear allocation of internal responsibilities and duties. The respective objectives,
responsibilities and functions of the Board and the chief executive officer shall follow rules and
standards applicable to the Company and are described in the Company's "
Instructions for the
Board
" and "
Instructions for the CEO
".
The Board shall ensure that the members of the Board and the members of the management
make the Board aware of any material interests that they may have in matters to be considered
by the Board.
The Board's consideration of matters of a material character in which the chair of the Board is,
or has been, personally involved, shall be chaired by another member of the Board to ensure a
more independent consideration of the matter in question.
In 2023, there were 8 Board meetings where the following were participating.
Nina Skage 7 of 8 meetings
Torstein Sanness 6 of 8 meetings
Ketil Skorstad 6 of 8 meetings (personal deputy was attending the 2 missing meetings)
In 2023, there were 4 audit committee meetings where the following were participating.
Nina Skage 4 of 4 meetings
Torstein Sanness 4 of 4 meetings
Board committees
The Board has established an audit committee but has not appointed a remuneration
committee. A remuneration committee has not been deemed to be of importance by the
Board. The Board has decided to maintain a simple and cost-effective governance structure.
The Board will determine the remuneration and compensation scheme of the Company in
accordance with applicable law.
Audit committee
The Board has established an audit committee, which is a working committee for the Board,
preparing matters and acting in an advisory capacity. The duties, tasks and composition of the
audit committee shall follow the NCPLLA. In particular, the audit committee shall act as a
preparatory body and support the Board in the exercise of its responsibility relating to financial
reporting, auditing, internal controls, compliance with ethical policy such as environmental,
social and governance.
The members of the audit committee are elected amongst the members of the Board for a
term of up to two years. The entire Board shall not act as the Company's audit committee. At
least one member of the audit committee should be competent in respect of finance and
audit, and a majority of the members should be independent of the Company. The mandate of
the audit committee is subject to annual revision.
The Board shall provide details in the annual report of the audit committee and any other board
committees, if appointed.
Risk management and internal control
The Board monitors Aquila’s risk exposure and oversees the Company’s internal control systems
for risk management to ensure they are appropriate for the Company’s activities in relation to
the extent and nature of the Group's business activities.
15
The Board carries out an annual review of the Group's most important areas of exposure to risk
and its internal control measures. The review pays particular attention to:
Changes relative to previous years' reports in respect of the nature and extent of
material risks and the Company's ability to cope with changes in its business and
external changes.
The extent and quality of the management's routine monitoring of risks and the
internal control system and, where relevant, the work of the internal control function
The extent and frequency of the management’s reporting to the Board on the results
of such monitoring, and whether this reporting makes it possible for the Board to
carry out an overall evaluation of the internal control situation in the Group and how
risks are being managed.
Events of material shortcomings or weaknesses in internal control that come to light
during the year which have, could have, or may have had a significant effect on the
Group’s financial results or financial standing.
How well the Company’s external reporting process functions.
Based on the instructions by the Board, the chief executive officer implements internal control
measures and proposes the same to the Board.
The chief executive officer effectuates internal control measures based on the instructions by
the Board and reports the results to the Board annually in accordance with the Board’s annual
plan. The report to the Board provides a balanced presentation of all material risks and how
such risks are handled through the internal control measures of the Company.
The main areas of internal control related to financial reporting are described and included in
the corporate governance report and in the annual report. This account includes sufficient and
properly structured information to make it possible for shareholders to understand how the
Company's internal control system is organized. The account addresses the main areas of
internal control related to financial reporting. This includes the control of environment, risk
evaluation, control activities, information and communication and follow-ups.
Renumeration of the board of directors
The remuneration of the Board is designed to attract and retain an optimal Board structure in a
competitive environment. The directors’ compensation is recommended by the nomination
committee and determined by the shareholders at the annual general meeting each year. The
Board's remuneration shall reflect the Board's responsibility, expertise, use of time and the
complexity of the Company's business activities. Remuneration shall not be dependent on or
linked to the Company's performance.
If any Board member has received remuneration above the standard Board member fee, this
shall be specified in the annual report.
Deviation from the Code of Practice: the Company has granted options to the Board in 2021.
Executives renumeration
The Company has prepared a policy for determining remuneration to the chief executive officer
and other executive members in accordance with Section 6-16a of the NPLLCA, which is clear
and easily understandable. The policy shall always support the prevailing strategy, long-term
interests, financial sustainability and values of the Company.
The total remuneration to the chief executive officer and other executive members consists of
basic salary (main element), benefits in kind, variable salary, pension and insurance schemes.
16
Performance-related remuneration to the executive members in the form of share options,
bonus programs or similar shall be linked to value creation for shareholders or the Company's
profit over time. Such arrangements, including warrants and share option arrangements, shall
incentivize performance, and be based on quantifiable factors that the executive member in
question may influence. Such performance-related remuneration will ordinarily be subject to an
absolute limit.
The Board prepares a policy for the remuneration of executive members. This policy includes
the main principles for the Company's remuneration policy and contributes to aligning the
interests of the shareholders and the executive members. These policies are communicated to
the annual general meeting, and it is clearly stated which aspects of the policies are advisory
and which, if any, are binding. The general meeting shall vote separately on each of these
aspects of the policy.
Information and communication
Aquila’s investor relations policy is designed to inform the stock market and stakeholders of the
Company’s activities and status in a timely and accurate manner in compliance with applicable
listing rules. The Company submits quarterly and annual financial reports to Euronext Expand
Oslo. In addition, any interim information significant for assessing the Company’s value is
distributed as stock exchange announcements through Newsweb. This information is also
available on the Company’s website.
The Company uses the Code of Practice for reporting of investor relations issued by Oslo Stock
Exchange and the Norwegian Investor Relations Association as guideline for reporting.
Announcements are published in English only, and the Company has been granted exemption
from the Norwegian Tax Authority to publish its annual report in English only.
The Company’s quarterly earnings presentations are made available on the Company’s website.
The financial calendar setting out the dates for the coming year’s interim reports and annual
general meeting for shareholders is posted on the Aquila website.
Takeovers
Although it is recommended by the Code of Practice, the Board has not established separate
policy on how to respond in the event of a take-over bid, but will comply with the following
principles should such event occur:
In the event of a takeover bid, the Board will ensure that.
a. Shareholders in the Company are treated equally.
b. Shareholders are given sufficient information and time to form a view of the offer.
c. The Group's business activities are not disrupted unnecessarily.
d. The bid is not hindered or obstructed by the Board unless there are reasons to do that.
e. In case the bid is made for the Company's shares, no authorizations or resolutions are
exercised or made by the Board with the intention to obstruct the take-over bid unless
this is approved by the general meeting after the announcement of the bid.
With respect to any agreements entered by the Company and a bidder, the following principles
shall apply:
a. An agreement limiting the Company's ability to arrange other bids for the Company's
shares shall only be entered into if it is self-evident that such an agreement is in the
Company and the shareholders' common interest. This shall also apply to any agreement
on financial compensation to the bidder if the bid does not proceed.
b. An agreement that is material to the market's evaluation of the bid shall be disclosed no
later than at the same time as the announcement that the bid will be made is published.
17
c. Any transaction that
de facto
is a disposal of the Company's activities shall be decided
by the general meeting.
If an offer is made for the Company's shares, the Board shall issue a statement recommending
its shareholders to accept or decline the offer. The Board's statement shall make it clear
whether the views expressed are unanimous, and if such is not the case, explain the basis on
which specific members of the Board have excluded themselves from the statement. The
Board shall ensure that an explained valuation of the offer is prepared by an independent
expert, which shall be disclosed no later than at the time of the disclosure of the Board’s
statement.
Auditor
The Board has determined the procedure for the external auditor’s regular reporting to the
Board. The auditor attends at least one meeting each year with the Board in executive session
where the Company’s management is not represented. In addition, the auditor participates in
the meetings of the audit committee relating to the preliminary annual financial statements. If
there are any significant changes from the preliminary accounts, the auditor may also
participate in the meeting that approves the annual financial statements.
The Company’s external auditor presents to the audit committee the primary features of the
plan for the execution of the audit, and reports on the key accounting principles and estimates
and the results of the audit to the audit committee and the Board. The auditor also presents
any internal control weaknesses and improvement opportunities to the audit committee and
the Board.
The Board reports the remuneration paid to the auditor at the annual general meeting, including
details of the fees paid for audit work and any fees paid for other assignments. The audit fee is
determined by the annual general meeting.
The auditor is required to attend a general meeting if the business to be transacted is of such
nature that his or her attendance must be considered necessary. In addition, the auditor is in
any case entitled to participate in the general meeting.
In accordance with applicable accounting regulations, the Company is required to tender its
audit services each ten years. The Company is required to rotate its auditor after twenty years
with the same audit firm.
18
4. Consolidated financial statement
Consolidated statement of comprehensive income
USD thousands Note
2023
2022
Revenue 3,4 8 237
Changes in fair value of investments (loss) 3,11
(251 )
(13 447 )
Other gains (losses) 3,4 (1 000 )
Cost of sales 5
(5 791 )
(399 )
Selling, general and administrative expenses 3,18
(2 472 )
(2 417 )
Amortization multi-client 10
(6 409 )
(3 983 )
Write-up multi-client (reversal of impairment) 10
Depreciation & impairment
(559 )
Operating profit (loss) (EBIT) (7 686 )
(264 )
Financial income 6
Financial expenses 6
(394 )
(81 )
Currency exchange gain (loss) 6
(39 )
(69 )
Profit (loss) before tax (8 093 )
(362 )
Income tax (expense) 7
Profit (loss) for the period (8 087 )
Currency translation adjustments
-
Other comprehensive income (loss) for the period
Total comprehensive income (loss) for the period (8 087 )
Earnings (loss) per share
Basic earnings per average share
(0.04 )
Diluted earnings per average share
(0.04 )
19
Consolidated statement of financial position
USD thousands Note
31.12.2023
31.12.2022
Assets
Non-current assets
Multi-client library 10 31 082
Investments 11 6 570
Financial assets 12 2 029
Total non-current assets 39 682
Current assets
Trade receivables
Other current assets 9 1 265
Bank deposits, cash in hand 8 2 038
Total current assets 4 200
Total assets 43 882
USD thousands Note
31.12.2023
31.12.2022
Equity and Liabilities
Equity
Share capital and other paid in capital 16 79 909
Own shares 16 (1 799 )
(489 )
Other reserves 16 (39 991 )
(31 769 )
Total equity 38 120
Current liabilities
Trade payables 13 545
Taxes payables
Other current liabilities 15 2 935
Total current liabilities 5 762
Total liabilities 5 762
Total equity and liabilities 43 882
20
Oslo, 18 April 2024
The Board of Directors and CEO of Aquila Holdings ASA
Nina Skage Ketil Skorstad Torstein Sanness
Chair Director Director
Nils Haugestad
Interim CEO
21
Consolidated statement of change in equity
USD thousands
Share
capital
Additional
paid-in
capital
Own
shares
Accumulated
earnings
Other
equity/
Share
based
program
Total
equity
Balance as of 01.01.2023 28 739
(489 )
(32 191 )
Profit (loss) for the period
(8 087 )
(8 087 )
Other comprehensive income
(loss)
Purchase own shares
(1 310 )
(138 )
(1 448 )
Share based payment
Balance as of 31.12.2023 28 739
(1 799 )
(40 415 )
USD thousands
Share
capital
Additional
paid-in
capital
Own
shares
Accumulated
earnings
Other
equity/
Share
based
program
Total
equity
Balance as of 01.01.2022 28 739
(33 611 )
Profit (loss) for the period
Other comprehensive income
(loss)
Purchase own shares
(489 )
(464 )
Share based payment
Balance as of 31.12.2022 28 739
(489 )
(32 191 )
22
Consolidated statement of cash flow
USD thousands Note
2023
2022
Cash flow from operating activities
Profit (loss) before tax
(8 093 )
(362 )
Taxes refund (paid)
Depreciation, amortization and net impairment 10
(8 076 )
Changes in fair value of investments 11
Changes in other gains (losses) 4
(666 )
Other working capital changes
(3 496 )
Net cash from operating activities 1 302
Cash flow from investing activities
Disposal of property, plant and equipment
Cash received/paid from investments
(2 000 )
Net cash flow from investment activities -
(1 500 )
Cash flow from financing activities
Repayment of interest bearing debt
(896 )
Investment in own shares 16
(1 448 )
(464 )
Interest paid
(13 )
(59 )
Net cash flow from financial activities (1 461 )
(1 419 )
Net change in cash and cash equivalents (159 )
(1 807 )
Cash and cash equivalents balance 01.10/01.01
Cash and cash equivalents balance 31.12 8
23
Notes to the consolidated financial statement
24
the amounts recognized in the consolidated financial statements have been discussed in the
individual notes of the related financial statement line items.
25
26
27
28
29
30
31
32
Note 10 Multi-client library
Straight-line amortization
After a project is completed, a straight -line amortization is applied. The straight-line
amortization is assigned over the remaining useful life. Each project is evaluated individually for a
lifetime and the estimates are revised at least annually.
Accelerated amortization of seismic data
No amortization is recognized until the point in time when the license is transferred to the
customer, which would typically be upon completion of processing of the survey and granting
of access to the finished survey or delivery of the finished data. When a project is completed
and after pre-funding is recognized, recognition of accelerated amortization may be necessary
in the event the recoverable value (present value of expected late sales) is lower than net book
value of the survey (capitalized cost of the survey).
Following the adoption of the straight-line amortization policy for completed surveys,
recognition of accelerated amortization of a library may be necessary if sales on a survey is
realized disproportionately sooner within that survey’s useful life.
Impairment evaluation multi-client library
Before the library is completed, the Group tests for impairment at least annually. To ensure that
value in use above net book value, the Group will perform an additional impairment test after
each significant sale is recognized, as each customer will only acquire the full dataset once. Any
impairment of the multi-client library is recognized immediately and presented as ‘Impairment of
the multi-client library’ in the statement of profit and loss.
According to IFRS the multi-client library should be tested for impairment if the circumstances
indicate that the carrying amount may not be recoverable. An impairment loss is recognized for
the amount by which the asset’s carrying amount exceeds its recoverable amount. The
recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use.
The Group performs quarterly testing for impairment where the sales estimate is updated for
each quarterly evaluation. The industry is known for uncertainty of when the late sales will
happen, rather than the size of the late sales. For financial purposes the Group used sales
estimates weighted in addition to worst, low, mid and high probability where the next two years
was estimated in detail. The WACC used for calculated NPV (Net Present Value) of Utsira is
10,10 % similar to comparable companies. Together, the weighted sales expectations and the
WACC comprise the key input factors to the Group's impairment testing of multi-client library.
WACC used for MCL Egypt is 12.44% due to higher country risk.
A decrease in the company's sales expectations exceeding 1,5% would result in an impairment
in the multi-client library. Similarly, an increase in WACC to 10,7% would result in an impairment
in the multi-client library.
33
In March 2022, the Group's Utsira survey was written up (reversal of a portion of the 2019 and
2020 impairment), which increased the value with USD 5.6 million based on expectation for
future late sales.
In December 2022, a reprocessing agreement for the Utsira project was signed with
reprocessing from CGG and with pre-funding from two major oil companies. Due to this new
reprocessing agreement, the Utsira was written up (reversal of a portion of the 2019 and 2020
impairment) with USD 7.0 million based on expectation for future late sales. Fair value less cost
of disposal is used to determine this amount. Fair value less costs to sell is the arm's length sale
price between knowledgeable willing parties less costs of disposal. The value in use of an asset
is the expected future cash flows that the asset in its current condition will produce,
discounted to present value using an appropriate discount rate. The Group used the same
discounted rate as the WACC in the fair value calculation of 10.10%.
The company has no fully amortized intangible assets that are still in use per 31 December
2023.
The Group's Egyptian multi-client survey in the Suez has a cap of late sales.
The multi-client segment consists of multiple seismic data surveys that comprise the segment.
As of 31 December 2023, the Group owns two multi-client surveys, each considered a separate
CGU and impairment tested separately.
The multi-client survey of Utsira has so far been amortized from the date the processed data
was ready to be transferred to customers in Q3 2020 with a lifetime of 4 years. From January
2022 the lifetime was changed from 4 to 10 years, with the remaining year of 8.5 from January
2022.
The multi-client survey in Egypt finalized processing per September 2022, and amortization
started in Q3 2022 with a lifetime of 4 years.
The Group does not consider climate risk to have a significant impact on the estimates for the
multi-client values per December 2023.
USD thousands
31.12.2023
31.12.2022
Cost as of 01.01 92 881
92 881
Additions -
-
Cost as of 31.12 92 881
92 881
Accumulated amortization and impairment as of 01.01 (55 390)
(64 025)
Amortization for the period (6 409)
(3 983)
Write-up (reversal of impairment) -
12 618
Accumulated amortization and impairment as of 31.12 (61 799)
(55 390)
Carrying value at 01.01 37 491
28 856
Carrying value at 31.12 31 082
37 491
34
35
36
37
38
Note 14 Leases and commitments
39
40
41
42
43
44
45
46
Note 23 Climate risk
The Group does face risks related to both transition risk (market-related, technological, and
changes in regulatory requirements), and in physical risk (extreme weather) as a result of climate
change. The risks are assessed to be a medium to long-term risk. For consolidated accounts for
fiscal year 2023, climate related considerations did not materially affect the Group’s estimates
and assumptions.
47
5. Financial statement Aquila Holdings ASA
Statement of comprehensive income
USD thousands
Note
2023
2022
Revenue 1 -
153
Other gains (losses) 1 (1 000)
666
Cost of sales 2 (43)
208
Personnel expenses 3 (806)
(957)
Other operating expenses
(624)
(1 486)
Depreciation
-
(549)
Reversal of impairment intercompany expenses
-
11 682
Operating profit (loss) (EBIT)
(2 473)
9 716
Financial income 4 15
9
Financial expenses 4 (100)
(5 109)
Currency exchange gain (loss) 4 (214)
(849)
Profit (loss) before tax (2 772)
3 767
Income tax (expense) 5 7
-
Profit (loss) for the period (2 765)
3 767
Currency translation adjustments
-
-
Other comprehensive income (loss) for the period
-
-
Total comprehensive income (loss) for the period (2 765)
3 767
48
Statement of financial position
USD thousands
Assets Note 31.12.2023
31.12.2022
Non-current assets
Investment in subsidiaries 6 32 493
30 322
Financial assets 7 2 029
3 029
Total non-current assets 34 522
33 351
Current assets
Receivables from group companies 8 12 133
14 507
Other current assets 9 99
108
Bank deposits, cash in hand 7,10 1 486
912
Total current assets 13 718
15 526
Total assets 48 240
48 877
USD thousands
Equity and Liabilities Note 31.12.2023
31.12.2022
Equity
Share capital 11 28 739
28 739
Additional paid-in capital
51 171
51 171
Own shares
(1 799)
(489)
Total paid-in capital 78 111
79 422
Accumulated earnings and other equity
(39 712)
(36 812)
Total Equity 38 399
42 609
Current liabilities
Trade payables
48
77
Liabilities to group companies 8 9 658
6 001
Other current liabilities 12 135
190
Total current liabilities 9 841
6 269
Total equity and liabilities 48 240
48 877
49
Oslo, 18 April 2024
The Board of Directors and CEO of Aquila Holding ASA
Nina Skage Ketil Skorstad Torstein Sanness
Chair Director Director
Nils Haugestad
Interim CEO
50
Statement of changes in equity
USD thousands
Share
capital
Additional
paid-in
capital
Own
shares
Accumulated
earnings
Total
equity
Balance as of 01.01.2023 28 739
51 171
(489)
(36 812)
42 609
Profit (loss) for the period
(2 765)
(2 765)
Other comprehensive income
(loss)
-
-
Purchase own shares
(1 310)
(138)
(1 448)
Share based payment
3
3
Balance as of 31.12.2023 28 739
51 171
(1 799)
(39 712)
38 399
USD thousands
Share
capital
Additional
paid-in
capital
Own
shares
Accumulated
earnings
Total
equity
Balance as of 01.01.2022 28 739
51 171
-
(35 852)
44 057
Profit (loss) for the period
3 767
3 767
Other comprehensive income
(loss)
-
-
Purchase own shares
(489)
24
(464)
Group contribution to and from
subsidiary
(4 762)
(4 762)
Share based payment
11
11
Balance as of 31.12.2022 28 739
51 171
(489)
(36 812)
42 609
51
Statement of cash flow
USD thousands Note
2023
2022
Cash flow from operating activities
Profit before tax
(2 772)
3 767
Taxes refund (paid)
7
-
Depreciation
-
549
Reversal of impairment intercompany expenses 8 -
(11 682)
Write-down subsidiaries 4 -
5 106
Changes in other gains and losses 1 1 000
(666)
Share based payment cost 15 3
11
Other working capital changes
3 784
59
Net cash from operating activities 2 022
(2 855)
Cash flow from investing activities
Disposal of property, plant and equipment 1 -
500
Net cash flow from investment activities -
500
Cash flow from financing activities
Investment in own shares
(1 448)
(464)
Net cash flow from financial activities (1 448)
(464)
Net change in cash and cash equivalents 574
(2 820)
Cash and cash equivalents balance 01.01 10 912
3 732
Cash and cash equivalents balance 31.12 10 1 486
912
52
Notes to the financial statements
Note 1 Revenue and cost from contract with clients
There was no revenue in 2023 as there was no operation.
Revenue of USD 0.2 million in 2022 partly relates to intercompany invoices to Axxis Geo
Solutions Inc for compensation for the node business, and partly from the close-down of the
subsidiary PT Axxis Geo Solutions in Indonesia (reversal of accruals).
Other gains (losses) represent a change of fair value of USD 1.0 million of financial assets. The
financial asset resulted from the sale of the node on a rope business to Magseis Fairfield in
March 2022 through an earnout agreement. In 2022 a net gain of USD 0.7 million was
recognized from the sale to Magseis Fairfield. Under the agreement, Aquila received USD 0.5
million at closing and will receive earnout payments of up to a maximum of USD 12.0 million
over the next three years, based on the use of the equipment. There is a minimum payment in
year three of USD 1.1 million, subject to certain milestones.
Note 2 Cost of sales
USD thousands
Cost of sales 2023
2022
Crew & project management -
22
Seismic, source and node equipment -
(9)
Agent related expenses (43)
(117)
Withholding tax refund -
312
Total operating expenses (43)
208
53
Note 3 Personnel expenses and board remunerations
The Company has a defined contribution pension plan. The contribution plan is a retirement
plan in which the Company pays fixed contributions to a separate legal entity. The Company
has no further payment obligations once these contributions have been paid. Contributions are
booked as cost on an ongoing basis. The Company meets the requirements for occupational
pension scheme under the Act on Obligatory Occupational Pensions. The contribution pension
scheme in Norway meets the legal requirements.
The Company has not granted any loan or collateral to the chair of the Board or other related
parties.
Key management personnel compensation
For detailed information of executive officers and Board of Directors compensation, see the
remuneration report 2023.
See note 19 for the Group for shares held by the executive officers and Board of Directors.
USD thousands 2023
2022
Base salary 227
249
Pension 18
19
Other Benefits 2
2
Number of options held -
-
USD thousands 2023
2022
Wages and salaries 646
695
Social Security costs 110
165
Pension costs 53
89
Other remuneration 10
17
Share based payment expense (refer to note 21 Group) 3
11
Refund salary (16)
(20)
Total personnel expense 806
957
Number of man-years at 31.12 2023
2022
Companies in Norway 2.5
3.5
54
Note 4 Financial items
USD thousands
Financial income 2023
2022
Interest income 15
4
Other financial income -
5
Total financial income 15
9
Financial expenses 2023
2022
Other financial expenses (100)
(3)
Write-down shares in subsidiaries -
(5 106)
Total financial expenses (100)
(5 109)
Currency exchange gain (loss) 2023
2022
Exchange gains 312
406
Exchange losses (526)
(1 255)
Total currency exchange gain (loss) (214)
(849)
55
Note 5 Tax
Deferred tax assets are not recognized per December 2023. The management evaluated the
deferred tax assets to be uncertain when to be utilized in the future. This evaluation is
performed yearly.
There is no time limit for use of loss carried forward in Norway.
USD thousands 2023
2022
Specification of tax expense (income) for the year
Withholding tax and corporate tax abroad (7)
-
Total tax expense (income) (7)
-
Reconciliation of actual against expected tax expense
(income) at the income tax rate of 22%
Profit (loss) before tax (2 772)
3 767
22% tax (610)
829
Tax effect from:
Withholding tax abroad (7)
-
Permanent differences 118
6 696
Not booked deferred tax assets 179
(7 820)
Currency effect 313
285
Receive Group contribution -
10
Calculated tax expense (income) (7)
(0)
Effective tax rate for the Company 0.2
(0.0)
USD thousands 31.12.2023
31.12.2022
Temporary differences
Non current assets (3 873)
(5 002)
Accruals (1 072)
(1 385)
Gain/loss account (2)
(2)
Accumulated loss carried forward (10 806)
(8 551)
Temporary differences at 31.12. (15 752)
(14 940)
Deferred tax assets (liabilities) 3 466
3 287
56
Note 6 Subsidiaries and associated companies
Aquila Holdings ASA (AH ASA) comprise of the following legal entities as at 31 December 2023:
* Axxis Geo Solutions Egypt LLC is owned by Axxis Production AS 99% and Aquila Holdings ASA
by 1% of the shares.
The Company holds 100 percent of all shares (except Axxis Geo Solution Egypt LLC as
mentioned above) and all voting rights for its subsidiaries.
Aquila Holdings ASA (AH ASA) comprise of the following legal entities as of 31 December 2022
USD thousands
Subsidiary of Aquila Holdings ASA: Jurisdiction
Total Equity
Net
Income/
(loss)
Carrying
value
Neptune Seismic AS Norway
(13)
(0)
-
Axxis Geo Solution Inc. USA
15
(10)
-
Axxis Multi Client AS Norway
30 961
(1 866)
25 971
Axxis Production AS Norway
(9 401)
148
-
Aquila Holdings Investment AS Norway
11 239
(293)
6 522
Axxis Geo Solutions Egypt LLC* Egypt
942
(2 804)
1
Total 33 743
(4 825)
32 493
USD thousands
Subsidiary of Aquila Holdings ASA: Jurisdiction
Total Equity
Net
Income/
(loss)
Carrying
value
Neptune Seismic AS Norway
(13)
(4)
-
Axxis Geo Solution Inc. USA
25
(118)
-
Axxis Multi Client AS Norway
32 827
15 399
25 971
Axxis Production AS Norway
(9 550)
367
-
Aquila Holdings Investment AS Norway
9 361
(13 437)
4 351
Axxis Geo Solutions Egypt LLC* Egypt
3 713
500
1
Total 36 364
2 707
30 322
57
Note 7 Categories of financial instruments
Aquila Holdings ASA exposure to various risks associated with the financial instruments is
discussed in note 14 Financial risk management. The maximum exposure to credit risk at the
end of the reporting period is the carrying amount of each class of financial assets mentioned
above.
Transaction price
Financial assets is from the ocean-bottom seismic contract node on a rope business, which was
divested in March 2022 through an earnout agreement with Magseis Fairfield. Under the
agreement, Aquila received USD 0.5 million at closing and will receive earnout payments of up
to a maximum of USD 12.0 million over the next three years, based on the use of the
equipment. There is a minimum payment in year three of USD 1.5 million, subject to certain
milestones. A reduction in fair value of USD 1.0 million has been recognized in 2023. An entity
shall include in the transaction price some or all of an amount of variable consideration
estimated only to the extent that it is highly probable that a significant reversal in the amount of
cumulative revenue recognized will not occur when the uncertainty associated with the variable
consideration is subsequently resolved. The Group used best estimates and discounted to net
present value.
USD thousands
Financial assets at amortized cost 31.12.2023
31.12.2022
ASSETS
Financial assets 2 029
3 029
Cash and cash equivalents 1 486
912
Total financial assets 3 515
3 941
Financial liabilities at amortized cost 31.12.2023
31.12.2022
LIABILITIES
Trade payables 48
77
Other current liabilities 135
190
Total financial liabilities 183
267
58
Note 8 Related parties intercompany
Prior years impairment of intercompany receivables to Axxis Multi Client AS were during 2022
net reversed by USD 11.7 million presented as a gain in the statement of comprehensive
income.
For more information on related parties see note 17 for the Group.
Note 9 Other current assets
USD thousands 31.12.2023
31.12.2022
Prepayments 68
56
VAT settlement 30
51
Total other current assets 99
108
USD thousands
Current receivables group companies 31.12.2023
31.12.2022
Axxis Production AS 11 727
11 878
Axxis Geo Solutions Egypt LLC 395
395
Aquila Holdings Investment AS -
2 223
Neptune Seismic AS 11
11
Total receivables group companies 12 133
14 507
USD thousands
Current liabilities group companies 31.12.2023
31.12.2022
Aquila Holdings Investment AS 4 670
4 762
Axxis Multi Client AS 4 971
1 214
Axxis Geo Solutions Inc. 18
25
Total liabilites group companies 9 658
6 001
USD thousands
Revenue from group companies 2023
2022
Axxis Geo Solutions Inc. -
96
Axxis Multi Client AS * -
41 682
PT Axxis Geo Solutions -
52
Total revenue group companies -
41 830
USD thousands
Cost from group companies 2023
2022
Axxis Geo Solutions Inc. -
445
Total cost group companies -
445
59
Note 10 Bank deposits, cash in hand
Restricted bank deposits relate to employee withholding tax. These deposits are subject to
regulatory restrictions and are therefore not available for general use by the Company. The
account is used to settle employee withholding tax.
Note 11 Share capital and shareholder information
Please see note 16 in the Group for more information.
Note 12 Other current liabilities
USD thousands 31.12.2023
31.12.2022
Bank deposits 1 457
870
Restricted bank deposits 29
42
Total bank deposits 1 486
912
USD thousands 31.12.2023
31.12.2022
Holiday pay owed 74
77
Other accrued costs 61
113
Total other current liabilities 135
190
60
Note 13 Financial risk management
Capital Management – see note 12 in the Group for more information
Financing risk – see note 12 in the Group for more information
(i) Credit risk– see note 12 in the Group for more information
(ii) Market risk - interest rate– see note 12 in the Group for more information
(iii) Liquidity risk
Liquidity risk arises from lack of correlation between cash flow from operations and financial
commitments. Per the balance sheet date, Aquila held current assets of USD 13 718 thousand,
of which cash and cash equivalents represented USD 1 486 thousand and other current assets
represent USD 99 thousand. In addition, the group’s financial assets represent USD 2 029
thousand. In comparison, current liabilities amounted to USD 9 841 thousand.
The table below provides an overview of the maturity profile of all financial liabilities excluding
intercompany receivables and liabilities:
(iv) Currency risk
Substantial portions of Aquila’s revenues and costs are in USD. Due to this, the group’s
operational exposure to exchange rate fluctuations is low. However, as the parent company pays
taxes Iin Norwegian kroner (NOK) to the Norwegian Tax Authorities, salaries to employees and
dividends to shareholders in NOK, fluctuations between the NOK and USD impact currency
exchange gain or losses in the tax expense and financial items of the consolidated accounts. A
reasonably possible strengthening (weakening) of the USD against NOK on 31 December would
have affected profit or loss with the following amounts:
2023
Remaining Term
USD thousands
0-3
months
3-6
months
6-9
months
9-12
months
1-2 years
Total
Trade payables 48
-
-
-
-
48
Other current
liabilities 135
-
-
-
-
135
Total 183
-
-
-
-
183
61
Note 14 Auditors fees
The auditor of the Company is PricewaterhouseCoopers (PwC).
Note 15 Share based payments programs
Please see note 19 in the Group for more information.
Note 16 Commitments
As of December 2023, the Group had commitments related to office rent for the Oslo office
until September 2024. As of December 2022, the Company had commitments related to office
rent for the Oslo office until September 2023. The cost for short term leases of office rent for
2023 was USD 0.1 million and USD 0.1 million for 2022.
Note 17 Events after reporting period
See note 24 in the Group for more information.
USD thousands
Change in
exchange
rate
USD/NOK
Effect on
profit
before
tax
Effect on
OCI
2023
+ 10 %
(251)
-
- 10 %
307
-
2022
+ 10 %
(193)
-
- 10 %
236
-
USD thousands
Expensed audit fee (excluding VAT) 2023
2022
Statutory audit 77
74
Tax advice (incl. technical assistance with tax return) -
4
Other attestation services -
28
Total auditors fee 77
105
62
6. Auditors report
63
64
65
66
7. Sustainability report
The Group’s sustainability targets are focused on both its investment business as well as the
seismic multi-client business.
The Group is exposed to climate-related risks associated with its legacy business as well as
investments.
Governance and risk management
The Board and the management have an annual review of the Group’s principles of corporate
governance. In this review, the Group clarifies the division of roles between shareholders, the
board and management.
The Company’s sustainability strategy is embedded in the overall corporate strategy and is
overseen by the Board. The Company oversees sustainability risks as part of the annual risk
assessment evaluation. The Company relies upon policies, procedures, and guidelines to measure
progress in mitigating risks. Additionally, each investment decision or significant commercial
project undertaken by the Group incorporates risk analyses that evaluate key operational, health
and safety, environmental, compliance and other risks prior to review and approval by the
Company.
The Company has adopted ethical guidelines for the Group. The purpose of the guidelines is to
create a healthy corporate culture and preserve the Group's integrity by helping employees to
set a high standard of good business practice. Furthermore, the guidelines are intended as a
tool for self-evaluation and for the development of the Group's identity.
Supply chain
The Company is committed to protecting people and the environment. As stewards of the
environment, it is the collective responsibility of the Group and our people to protect the
environments that we work in. The Company’s intent is to conduct our business in a way which
minimizes any impact our business may have on the environment.
The Company has implemented a series of performance indicators which we believe will ensure
our focus on environment, social and governance factors. These performance indicators are in
line with the guidelines put in place by the board of directors. Management’s performance
evaluation will in part be based on meeting targets for these indicators.
The Company works with partners and third parties to stress the importance of operating
sustainably, ethically and in compliance with the law. Key areas of focus in evaluating third
parties include providing a safe environment, ensuring compliance with the law, including
anticorruption, labor, and human rights laws, when engaging in areas that represent a higher risk.
The Company operates in accordance with the Transparency Act. The company has put in
place procedures to determine potential impacts on human rights and decent working
conditions in the supply chain. The company conducts a risk-based due diligence approach
with respect to its supply chain that considers the scope of services to be performed, where
the services are to be performed and the nature of the third party.
The Company is dedicated to incorporating human rights laws, labor, environment and anti-
corruption in our strategy, culture and operations. The Company conducts its operations
through a limited pool of suppliers, many of which have worked with the Group for an extended
period of time. Geophysical operations require a skilled and certified workforce and the
Company is of the opinion that measures put in place properly mitigates risks related to these
suppliers.
67
Financial investments
The Group measures two indicators with respect to financial investments
Investment companies should have reasonable environment, social and governance
guidelines in place.
Appropriate corporate governance policies should have been implemented.
The company has not made any new financial investments in 2023.
People
The Company is committed to ensuring a safe and respectful working environment for its
employees. The health and wellbeing of our people is the key to the Company’s success.
Equality applies to all practices and guidelines relating to the recruitment process and hiring of
all workers. We respect and protect the fundamental human and workers’ rights in a manner
consistent with laws and regulations.
The Company promotes a healthy workplace by prohibiting discrimination due to gender, race,
age, ethnicity, disability, sexual orientation, or religion and provides fair compensation for
employees’ work. Respect for the individual is a cornerstone of the Group’s operation.
The total number of permanent employees in the Group was three at the end of 2023,
compared to four at the end of 2022. The Group employed one woman and two men in 2023
and two women and two men in 2022. No employees have been on parental leave in 2023 (one
in 2022). The Group has one part-time employee at 70% in 2023. In 2023 one part-time
employee at 50% from October 2023.
The Board of Directors consists of three members in 2023 as well as in 2022.
There have not been any significant personnel injuries or accidents in the current or prior years.
The average sick day percentage for the work force was 0.6% in 2022, and increased to 8.8% in
2023.
The company has established a target for absence due to illness to be lower than 2% annually.
The company achieved this target in 2022. Absence due to illness in 2023 was 8.8%. The
company has also established recruitment processes and hiring decisions to be based on the
Group’s standards for equal treatment. There has been no hiring of new full-time employees in
2023.
Business ethics
The Group is committed to prevent bribery, illegal influence, fraud, and money laundering. The
Group achieves this through committing to operating all activities within the spirit and letter of
laws and regulations that govern our businesses and employees. Employees must exercise the
highest level of integrity, ethics and objectivity in any actions and relationships which may affect
the Group. Employees must not misuse their authority or influence of their positions in these
relationships. The Group shall strive for a clear culture of openness around all matters regarding
customer care, relationship building, sponsorship, gifts, representation and travel.
All the employees completed anticorruption training in 2023 in addition to confirming review of
the corporate policies on health and safety, ethics and social responsibility.
Aquila had no confirmed instances of corruption in 2023.
Cybersecurity
Risk related to cyber criminality is increasing globally. This threat is relevant for all devices
connected to the internet. To protect the Group’s assets and intellectual property, additional
precautions and procedures have been implemented. The Group has taken steps to identify
ongoing malicious activities and increase employee awareness of cyber threats. Despite these
68
efforts, no guarantee can be made against potential future cyber-attacks and any such attack
could materially impact the Group’s business and financial position.
Climate impact
The Group is exposed to climate-related risks primarily associated with its legacy business. This
business may face reduced customer demand because of a growing focus on more
environmentally attractive alternatives. Given the strong demand for oil and gas, the Group does
not evaluate this risk as high in the coming year.
This business may also be exposed to increasingly stringent environmental regulations.
Considering the growing focus on energy security, the Group does not evaluate this to be a high
risk in the coming year.
The Group is not invested in exploration and production companies. However, its investments in
the oil and gas sector are contributing to the production of emissions and the related effects on
the environment. This could potentially be a risk for the Group’s reputation in the investment
community. The Group considers this to be a low risk in the coming year.
The Group also invests in companies which may be negatively impacted by increasingly stringent
environmental regulations. The Group evaluates this risk prior to making any investment decision.
However, increasing environmental regulations may have a significant adverse effect on the
investment portfolio.
Transparency act
This statement represents the Company’s account of due diligence pursuant to section 5 of
the act related to enterprises’ transparency and work on fundamental human rights and decent
working conditions (the “Transparency Act”). The Transparency Act entered into effect on 1 July
2022.
The reporting period covered in this report is from 1 January 2023 to 31 December 2023.
There is a general desire for more transparency regarding the production of goods and the
provision of services, especially relating to how businesses respect fundamental human rights
and decent working conditions. It is hoped that the Transparency Act will lead to improvements
in these areas and that the information available will allow consumers to make more informed
choices.
Operations and locations
office is at Askekroken 11, 0277 Oslo, Norway . Aquila comprises an ocean bottom node multi-
client company and an investment arm. The Company may invest broadly in listed companies as
well as companies expected to be listed in the near term.
Aquila has a legacy seismic business operating under the name Axxis Geo Solutions. Under Axxis
Geo Solutions, the Company manages a seismic OBN multi-client data library with assets in
Responsibility
The Board is responsible for the Company’s implementation of applicable laws and regulations,
including the Transparency Act.
All employees in the Company have a responsibility to protect human rights and decent working
conditions.
If the Company causes, contributes to, or is linked to adverse impacts on human rights, the
Company will take necessary steps to cease, prevent and/or mitigate the adverse impacts.
69
Vendors of Aquila
There are two categories of vendors;
a) Vendors with a material value chain and subcontractors
b) Vendors without a material value chain and primarily delivering their own services or
goods, not relying in a significant way on subcontractors
In 2023 Aquila categories their vendors as follows:
c) Vendors from Axxis multi-client business
d) Vendors from the investment business
e) Vendors from being a listed company and general office services
A.
Vendors from Axxis muti-client business
Aquila did not have new multi-client projects in 2023. The Utsira survey was finalized in 2020. A
reprocessing of the Utsira survey was commenced in 2022 and this work continued through
2023. The Company performed an evaluation of its vendors for this work.
The Gulf of Suez survey in Egypt was finalized in Q3 2022, and the processing was performed
by the Company’s business partner, Schlumberger. Schlumberger is following their own
transparency requirements and Aquila did therefore not do any further due diligence on this
vendor.
The multi-client data is stored electronically and the vendor providing this service does not
significantly rely on third parties for data storage.
B. Vendors from the investment business
Aquila made no new investments in 2023.
C. Vendors from being a listed company and general office services
The vendors for the Group are only business partners, as they are not generally dependent on
subcontractors in delivering their services. The Group works with a number of business partners
which generally provide consulting services, IT solutions, office services, insurance, pension,
capital markets and other services.
After the review of the Group’s three categories of vendors the Group classified all their vendors
as business partners.
These business partners are evaluated as low risk in accordance with the evaluation criteria
outlined in the table below. In 2023, the Group had 53 vendors which were evaluated according
to the following criteria;
Provision of
services
Services from
vendors in
Norway
Services from
vendorsers in
EU/EA
Services from
vendorss in
US
Services from
vendors in
Egypt
Production of
goods from
Norway
Production of
goods from EU
Production of
goods from
US
Production of
goods from
Egypt
Delivered in
Norway,
EU/EA or low-
cost country
Delivered in
EU/EA, US or
low-cost
country
Delivered in
US, EU/EA or
low-cost
country
Delivered in
Egypt or low-
cost country
Production of
goods
70
To determine potential adverse impacts on human rights and decent working conditions a
combination of the following factors was evaluated; vendors locations and country of origin,
industry of the vendor, the spend values, knowledge of the vendor and web search.
All vendors were then evaluated according to low, medium or high risk for both human rights
violation and breach of working conditions.
Result for 2023 evaluation
After review of the 72 vendors, 7 of the vendors in Egypt ended on medium risk due to
locations and country of origin. Following further investigation of these vendors through web
searches and knowledge of worldwide consulting services, the Group assessed the risk as
acceptable for all vendors in Egypt.
Consequence if negative risk by any of the vendors
If there had been any negative risk on any vendor after the assessment, the Group would have
tried to change to a “green vendor”, if possible.
If it would have been difficult to change and use another vendor, the Group would have
contacted the vendor for more information about the vendor’s actions to avoid human rights
violation and avoid breach of working conditions in their company. Based on this review, a
conclusion would have been made.
Going forward
The Group intends to continue its vendor evaluation policies in line with the structure
highlighted above. The Group performs periodic evaluations to make sure its vendors have an
acceptable status. All new vendors will be separately evaluated.
The Company recognizes that risk of adverse impact on human rights cannot categorically be
ignored based on the above risk-reducing factors alone, and therefore considers regular risk
assessment and continuous monitoring to be important to prevent, detect and respond to
potential adverse impacts on human rights.
71
About Aquila Holdings ASA
Aquila Holdings ASA ("AQUIL") is a Norwegian seismic multi-client and investment company
listed on Euronext Expand. Aquila Holdings specializes in 3D ocean bottom node seismic multi-
client data for near-field exploration. The company holds two key seismic multi-client assets,
one in Norway and one in Egypt. Aquila Holdings also has an investment arm, with focus on
investments in listed companies as well as companies expected to be listed.
More information on www.aquilaholdings.no
The information included herein contains certain forward-looking statements that address
activities, events, or developments that the Company expects, projects, believes or anticipates
will or may occur in the future. These statements are based on various assumptions made by
the Company, which are beyond its control and are subject to certain additional risks and
uncertainties. The Company is subject to many risk factors including, but not limited to, the
demand for data from our multi-client data library, the attractiveness of our technology,
unpredictable changes in governmental regulations affecting our markets. For a further
description of other relevant risk factors, we refer to our Annual Report for 2022. As a result of
these and other risk factors, actual events and our actual results may differ materially from
those indicated in or implied by such forward-looking statements. The reservation is also made
that inaccuracies or mistakes may occur in the information given above about the status of the
Company or its business. Any reliance on the information above is at risk of the reader and the
Company disclaims all liability in this respect.
Oslo, Norway
Askekroken 11
0277 OSLO
Norway