number one by nature
2021
ANNUAL
REPORT
The publication can be downloaded on
nelhydrogen.com
Title:
Annual report 2021
Published date:
22 March 2022
info@nelhydrogen.com
+47 23 24 89 50
Karenslyst allé 49, PB 199 Skøyen,
0212 Oslo, Norway
Table of contents
Annual report 2021
1 Letter from CEO .................................................................................... 5
2 Member of the board ............................................................................ 9
3 Management ......................................................................................... 10
4 Report from the Board of Directors ..................................................... 13
4,1 Financial development ................................................................ 16
4,2 Environment, Social and Governance reporting ........................ 29
4,3 Risks and opportunities ............................................................... 46
4,4 Outlook ......................................................................................... 47
5 Board of Directors’ report in relation to the
Norwegian code of practice for corporate governance ..................... 50
6 Consolidated financial statements 2021 Nel group ........................... 56
6,1 Notes to the consolidated financial statements ........................ 64
7 Parent company financial statements ................................................ 120
7,1 Notes to the parent company financial statements .................. 128
8 Alternative performance measures .................................................... 145
9 Auditor’s report ..................................................................................... 146
“The alarm bells are deafening, and the evidence is
irrefutable: greenhouse gas emissions from fossil fuel
burning and deforestation are choking our planet and
putting billions of people at immediate risk”.
These words belong to the UN Secretary-General
António Guterres and were uttered when the
Intergovernmental Panel on Climate Change (IPCC)
published its report on climate change in September
last year. Guterres also called the report, A code red for
humanity”.
The message is clear and alarming. We must act now to
avert a climate catastrophe. At the same time the IPCC
leaves a small glimmer of hope and a reason to remain
optimistic. There is still time, but we need to act now.
We must work faster.
Even though the task is overwhelmingly huge, it feels
good to be part of an industry that has the potential to
become an important solution to the climate crisis.
Today, production of cement, steel and fertilizer
accounts for more than 17 percent of the world`s total
greenhouse gas emissions. Changing from fossil-based
fuels to green hydrogen will have a large and positive
effect on the global emission figures. Similarly, the need
for zero emission solutions within the transport sector,
a sector that accounts for 15 – 20 percent of all climate
emissions, becomes more and more urgent and longed
for with each passing day.
Needless to say, I am not the only one who see this
picture. Politicians, investors, and businesspeople alike
have come to understand and accept that the energy
transition and global decarbonization will not happen
without hydrogen. As a result, we have seen more than
500 hydrogen projects announced in 2021, equivalent
to USD 160 billion in potential direct investments. This
represents an increase of 100% from 2020. Incentives
to accelerate the deployment of hydrogen are being
discussed and implemented almost everywhere. This
creates plenty of opportunities for Nel.
During the last year we have seen an unprecedented
growth in our pipeline of new projects, and we have an
organization of approximately 90 inhouse employees
and 50 people from various EPC-partners working day
and night to develop this pipeline into new contracts.
In just a couple of years we will see green hydrogen
projects that are much larger than the ones being
developed today. Today the biggest European hydrogen
plants are approximately 20 MW, but we will soon see
green hydrogen plants in new geographical markets,
with abundant resources of wind and solar, as big as
800 MW and beyond. We are therefore investing a lot of
capital in the development of large-scale concepts and
are now capable of delivering 20 MW building blocks
to 20, 200, 800 MW concepts and beyond. Customer
groups, project sizes and geographical markets will
become broader. This means that our independent
partnership model will provide a great advantage
because we can join forces with companies that have
world-class knowledge within their fields and tailor the
competence profile on each team to meet the individual
needs of each customer.
We have the wind at our back, which is good, when time
is of the essence. And I can assure you that we spend
every hour of the day contributing the best way we
can, which is to bring down the cost of production of
green renewable hydrogen to a level below the cost of
hydrogen produced from fossil fuel.
Today, close to all hydrogen, which amounts to dizzying
70 million tons per year, is being produced using fossil
sources. Outcompeting fossil fuel-based hydrogen is
therefore crucial for the necessary transition to a zero-
emission society. We are firm in our aim to reach this
milestone already in 2025 based on our target to offer
technology that can produce green renewable hydrogen
at USD 1,5 per kilo.
A giant leap forward to this milestone was reached in
October last year when we started initial production at
our new manufacturing facility at Herøya in Norway.
Currently, this is the world’s largest production facility
for electrolysers, bringing significant efficiencies of
scale and automation to bear on our cost reduction
plans. We are looking forward to meeting again with
many key partners and stakeholders of Nel when we will
celebrate the opening of our new facility in the spring of
2022.
Similarly, we continue to take steps in our fueling
division. Our ultimate target is to make it easier,
cheaper, and more convenient to fill up a hydrogen
vehicle than one that runs on diesel or petrol, and at the
1 Letter from the CEO
Nel ASA
I
Annual report 2021
5
2021
2020
2020
2019
2018
2017
2015
2014
2003
2001
1988
1974
1959
1953
1940
1927
Best regards,
Jon André Løkke, CEO
same time provide longer driving range. It is fair to say
that we still have some way to go, but we are definitely
moving in the right direction.
During 2021, we delivered a large number of fueling
stations intended for both small and large vehicles to
the European and US markets. In July, the Mayor of
London, Sadiq Kahn, proudly announced that the first
fleet of hydrogen buses were ready to hit the streets
of England`s capital fueled by our technology. Once
a day, twenty hydrogen double decker buses stop by
the brand-new hydrogen fueling station at Metroline`s
Perivale depot, delivered by Nel, for a five-minute break
to fill up their tanks.
Thanks for the ride, folks
In the very beginning of 2022, we announced that I will
resign as CEO in June. A new and highly qualified leader
will take over my current role. I am glad the nomination
committee has stated that it will recommend that I
continue to participate in the development of Nel, as a
member of the Board of Directors.
I have had the pleasure of being CEO of Nel for more
than six years, and the passion for our people and
solutions have grown bigger with the years. It has
been a fantastic journey. When I started, we were only
three people at the headquarter, just over a dozen
at Notodden, Norway, and around 30 in Herning,
Denmark. Today Nel is nearing 600 employees, who
have developed our company into a world leader within
a field that will be crucial in the transition to a zero-
emission society. I am extremely proud of what we have
created together.
Though there is a long way to go before we reach our
goals, I know that we have a strong organization with
competent and skilled people that have what it takes to
fulfill the full potential of Nel.
So, thanks for the ride, folks. Even though I still will be
helping with the journey, I trust that our competent new
CEO and the knowledgeable and hard-working people
of our organization will take it from here.
6
Letter from the CEO
MORE THAN 90 YEARS OF HYDROGEN INNOVATION.
AND THAT’S JUST THE BEGINNING.
PIONEERING RENEWABLE HYDROGEN
FOR MORE THAN 90 YEARS
Starting up the Herøya plant, first line
Setting new record order sizes with orders from Nikola, Everfuel, Iberdrola and Iwatani
Corporation
Nel opens first H2Station™ in Korea
Nel announces construction plans for the world’s largest electrolyser
manufacturing plant to accommodate multi-billion NOK orders
Nel completes construction of the world’s largest manufacturing
plant for hydrogen fueling stations, with a capacity of 300 units per
year
Nel acquires Proton OnSite, adding world leading PEM
electrolysis technology to product portfolio, becoming the
world’s largest electrolyser company
Nel acquires H2 Logic, adding world leading hydrogen
fueling technology to the product portfolio
Nel becomes the first 100% dedicated hydrogen
company listed on the Oslo Stock Exchange
Nel opens the world’s first publicly available hydrogen
fueling station in Reykjavik, Iceland
Our first pressurised electrolyser introduced to the
market
The world’s first electrolyser supplier to provide non-
asbestos alkali electrolysers
Our renowned electrolyser technology made available for
other companies and other industries
Complete redesign of the electrolyser unit, forming the basis
for today’s atmospheric electrolyser from Nel
Starts up a second large scale hydropowered electrolyser plant
for supplying hydrogen to ammonia production, in Glomord,
Norway
The largest installation in the world of water electrolysers at Rjukan,
Norway, with a total hydrogen production capacity exceeding 30.000
Nm3/hour, from hydropower
The first small electrolyser installation at Norsk Hydro, Notodden, Norway.
Testing for pure hydrogen to fertilizer production
2021
2020
2020
2019
2018
2017
2015
2014
2003
2001
1988
1974
1959
1953
1940
1927
OLE ENGER, CHAIR OF THE BOARD
Mr. Enger (born 1948) has worked
as CEO in Nordsilmel, Elkem, SAPA,
REC, REC Solar and has been in the
executive management of Norsk
Hydro and Orkla. Ole Enger has
an educational background from
Norwegian University for Environment
and Life Sciences, NHH (Norwegian School of Economics)
and IMDE Business School. He has board experience as
both chairman and board member of a number of private
and listed companies. Mr. Enger is a Norwegian citizen and
lives in Oslo. Mr. Enger has been a board member since
2017.
HANNE BLUME, BOARD MEMBER
Ms. Blume (born 1968) is the CHRO
in DOVISTA A/S and has previously
held the position as CHRO, vice
president in QHSE and different
management positions in the energy
and renewables sector. This includes
being the CHRO of Ørsted for a
period of 11 years. Ms. Blume holds a master’s degree in
Business administration and commercial law from Aarhus
School of Business and Oregon State University. She has
management and board experience from both listed and
private companies. Ms. Blume is a Danish citizen and
resides in Juelsminde in Denmark.
CHARLOTTA FALVIN, BOARD MEMBER
Ms. Falvin (born 1966) has held
various management positions
in the tech industry, including e.g
COO of Axis AB and CEO of TAT The
Astonishing Tribe AB, with a focus on
international business development
and organizational growth. Since
2011, she has worked as a professional board member in
primarily public companies in the Swedish tech sector,
but also in academia, banking and regional incubators
for startups. Charlotta Falvin holds a Master of Science
in Business Administration and Economics from Lund
University in Sweden. She is a Swedish citizen and
resides in southern Sweden. Ms. Falvin has been a board
member since 2020.
FINN JEBSEN, BOARD MEMBER
Mr. Jebsen (born 1950) has worked
for Mars Inc. in the US and Norway
and later for 25 years at Orkla ASA,
where he held positions as Business
Development Manager, CFO, EVP
of Financial Investment Division,
EVP of Branded Consumer Goods
Division, and CEO. From 2005, he has been working as
a professional board member and chairman of several
private and listed companies. Mr. Jebsen holds a
master’s degree in business from NHH and a MBA from
UCLA. Mr. Jebsen is a Norwegian citizen and lives in Oslo.
Mr. Jebsen has been a board member since 2017.
BEATRIZ MALO DE MOLINA, BOARD MEMBER
Ms. Malo de Molina (born 1972)
has held various management and
advisory positions, including CFO of
Agilyx AS, SVP and Head of M&A at
Orkla ASA, as well as prior positions
in Norway and internationally within
Kistefos Private Equity, McKinsey &
Co., Goldman, Sachs & Co. and EY. She graduated from
Georgetown University and holds a master’s degree in
philosophy from UiO in Oslo. Ms. Malo de Molina currently
chairs the board of Crux AS, and Dynea AS and is a
member of the board of EMGS and the Oslo Philanthropic
Exchange, where she is also Founder. Ms. Malo de Molina is
a Spanish citizen and a Permanent Resident of Norway. Ms.
Malo de Molina has been a board member since 2017.
TOM RØTJER, BOARD MEMBER
Mr. Røtjer (born 1953). Former
Head of Projects at Norsk Hydro
ASA, where he held a number of
management positions from 1980 to
2018. He was member of Corporate
Management Board of Norsk Hydro
from 2007-2012. He is currently
a board member Hæhre & Isachsen Gruppen AS and
Hæhre & Isachsen Entreprenør AS. He has held previous
board positions in Aibel AS. He has previously held board
positions in Det norske oljeselskap ASA (Aker BP ASA),
Qatalum Ltd. Qatar, and Green Energy Geothermal
Ltd. Mr. Røtjer holds a master’s degree in Mechanical
Engineering from the University of Trondheim, Norway.
He is a Norwegian citizen and resides in Oslo. Mr. Røtjer
has been a board member since 2020.
2 Members of the board
JON ANDRÉ LØKKE, CEO
Jon André Løkke was appointed
Chief Executive Officer (CEO) in
2016. Mr. Løkke comes from the
position as CEO of Norsk Titanium
AS, developing and industrialising
3D printing technology for the
production of titanium components
for the aerospace and other industries. He has ten
years’ experience from the REC Group, including
positions as senior vice president in REC Wafer, investor
relations officer in REC ASA, and CFO in REC ASA. Mr.
Løkke has also worked for the ABB Group and holds
an International MBA degree from Glasgow University
and a bachelor degree in business and economics from
Southampton University.
KJELL CHRISTIAN BJØRNSEN, CFO
Kjell Christian Bjørnsen joined Nel
as CFO on March 1, 2020. He served
as Chief Financial Officer of the
Kavli Group since 2014 and was
appointed Chief Financial Officer
of Nel from 1 March 2020. He has
held positions within business
development, strategy and finance in several global
industrial companies, including the CFO position of REC
ASA. He holds a MSc in Chemical Engineering from
the Norwegian University of Science and Technology
(NTNU).
ANDERS SØRENG, CTO
Anders Søreng joined Nel in 2016.
In addition to the role of CTO, he
held the post as SVP Nel Hydrogen
Electrolyser until February 2020. He
has previously served as Senior Vice
President in REC Solar, where he held
various management positions since
2008. Mr. Søreng has worked as SVP & CTO of Norsk
Titanium and holds a PhD from the Norwegian University
of Science and Technology (NTNU).
CAROLINE DUYCKAERTS, CHIEF HR OFFICER
Caroline Duyckaerts joined Nel ASA
as Chief Human Resources Officer
in January 2021. Mrs. Duyckaerts
comes from the position as head of
HR for one of Hydro’s business areas.
She previously also led the People &
Leadership development for Hydro
and has further HR and change management experience
from several well-known companies incl. Hydro, Deloitte,
Yara (Hydro Agri), Accenture. Caroline Duyckaerts is a
Belgian citizen and holds a Master of Engineering and
Business Administration from HEC Liège, complemented
with an education as executive coach.
JØRN ROSENLUND, CHIEF STRATEGY OFFICER
Jørn Rosenlund was appointed as
SVP Nel Hydrogen Fueling in 2016.
Previously, he held a position as
COO in H2 Logic. Mr. Rosenlund
has a background of 15 years in
senior management positions
on operations and supply chain
management in EagleBurgmann (2013-2015) and
Danfoss (2000-2013) with several years working in
Denmark, USA, Canada, and Germany.
FILIP SMEETS, CHIEF COMMERCIAL OFFICER
Filip Smeets was appointed SVP
Nel Electrolyser Division in February
2020. Mr. Smeets has been in
the electrolyser industry for more
than 10 years and comes from a
position as Managing Director for
Hydrogenics in Belgium where
he was responsible for the company´s electrolyser
activities. Prior to that he held senior positions in several
global industrial companies such as Cabot Corporation
and Cytec Industries. Mr. Smeets holds a master’s
degree in chemistry from the University of Antwerp,
Belgium.
3 Management
ROBERT BORIN, SVP FUELING
Robert Borin was appointed SVP Nel
Fueling Division in April 2021. Prior
to joining Nel, Mr. Borin held several
senior management positions in
Vestas and Siemens. He is also the
founder of Borin Industrial Advisors.
Mr. Borin holds a Master of Science
in Mechanical Engineering and Industrial Management
from KTH Stockholm.
STEIN OVE ERDAL, VP LEGAL AND GENERAL COUNSEL
Stein Ove Erdal joined Nel as Vice
President Legal and General Counsel
in May 2019. Erdal comes from a
position as an Associate General
Counsel in Nexans Norway AS where
he worked for nine years with complex
offshore EPCI and EPC projects. He
also has experience from working as a lawyer in the oil and
gas division of Arntzen de Besche, as a deputy judge and as
a defence counsel. Erdal holds a Cand. Jur., Qualifying Law
Degree, from the University of Oslo.
HANS H. HIDE, CHIEF PROJECT OFFICER
Hans H. Hide joined Nel in March
2019. Mr. Hide has since 2012 held
management positions in some of
Kvaerner’s largest projects within the
oil and gas sector. He has previously
served as Project Portfolio Manager
in ALSTOM, and as Vice President
Projects in REC, where he also held several management
positions in the projects covering REC’s expansion
program within Solar and Silicon.
Report from the Board of Directors
2021 Highlights
Revenue and other operating income increased by
22% from 2020 to 2021. Global travel restrictions,
supply chain disruptions and extraordinary measures
related to the Covid-19 pandemic have continued
to negatively impact progress on customer/partner
dialogue, order intake, supply chain costs and lead
time, installation, commissioning, and production
efficiency.
Order intake in 2021 was NOK 967 million (2020:
NOK 1 043 million) which resulted in a record-high
order backlog at end of 2021 of NOK 1 230 million, up
25% from 2020.
Year-end cash balance of NOK 2 723 million
(2020: 2 333).
Expanded partnership network by entering
framework agreements with Wood and Aibel,
enhancing ability to address comprehensive projects
globally.
Awarded a EUR 13.5 million contract by Iberdrola for
a 20 MW PEM solution for green fertilizer project in
Spain.
Received purchase order for a 5 MW alkaline
electrolyser for delivery to SGN.
Received purchase order for 20 MW alkaline
electrolyser from Ovako. The contract value is
approximately EUR 11 million.
Received purchase order for multiple H2Station™
hydrogen fueling station modules in the United
States. The value is approximately USD 6.0 million.
SUBSEQUENT EVENTS
On January 5, 2022, Nel appoints Håkon Volldal
as new Chief Executive Officer (CEO) from July 1,
2022. The Nomination Committee of Nel has, in its
recommendation to the General Meeting, proposed
that current CEO, Jon André Løkke, be elected as a
member of Nel’s Board of Directors.
The war in Ukraine impacts commodity prices
relevant to Nel. The financial impact is uncertain.
Nel’s operational activities in Russia and Ukraine are
limited.
KEY FIGURES
PERFORMANCE MEASURES 2021 2020
Revenue and operating income
798 652
Total operating expenses
1 381 1 066
EBITDA
-475 -252
Operating loss
-583 -414
Pre-tax income (loss)
-1 684 1 246
Net income (loss)
-1 667 1 262
Net cash flow from operating activities
-449 -216
Cash balance end of period
2 723 2 333
Order intake
967 1043
Order backlog
1230 981
TRIF
1)
4.9 11.2
Number of fatal accidents
0 0
Number of employees
507 393
Women in executive management
10.0% 12.5%
1)
Total recordable injuries frequency (TRIF) is measured as total
recordable injuries per million hours worked.
4 Report from the
Board of Directors
Nel ASA
I
Annual report 2021
13
WHERE WE ARE
Nel consists of electrolyser production facilities in Norway and Connecticut, USA, and one fueling station production
facility in Denmark, supported by headquarters in Norway. Nel has a sales and support network with global reach,
including service organizations close to the main markets for fueling stations – the U.S. West Coast, South Korea, and
Northern Europe (based out of Denmark).
Nel has historically delivered a few electrolyser systems in Russia. We have sold electrolyser systems to Ukraine during 2021.
Business is currently limited in these geographical areas.
MARKETS WE SERVE  A PURPLE WORLD
In total, we have delivered over 3500 electrolyser solutions to over 80 countries, and more than 120 H2Station™
solutions delivered, or in progress to be delivered, to 14 countries.
FUELING STATION
SERVICE AND MAINTENANCE
San Leandro, CA, USA
PEM ELECTROLYSER
Wallingford, CT, USA
FUELING STATION
SERVICE AND MAINTENANCE
Seoul, South Korea
FUELING STATION
Herning, Denmark
HEADQUARTER AND
ALKALINE ELECTROLYSER
Oslo, Norway
14
Report from the Board of Directors
4.1 Financial development
Income statement
Nel reported revenue and operating income in 2021
of NOK 798.0 million, up 22% from NOK 651.9 million
in 2020. The growth can mainly be attributed to Nel
Hydrogen Electrolyser’s revenue increasing 38%.
Electrolyser constituted 58% of Nel’s total revenue in
2021, up from 52% in 2020.
Order intake in 2021 was NOK 967 million (2020: NOK
1 043 million) which resulted in a record-high order
backlog at end of 2021 of NOK 1 230 million, up 25%
from 2020. The backlog only includes firm purchase
orders with agreed price, volume, timing and terms and
conditions.
Raw materials expenses totalled NOK 551.7 million
(394.0), an increase of 40% from 2020. The increased
raw materials expenses are related to the 35% increase
in revenue from contracts with customers, while the
margins have been negatively impacted by increase in
project size, commodity prices, and introduction of next
generation products.
Personnel expenses amounted to NOK 472.0 million
(329.4), the 43% increase compared to 2020 is mainly
the result of increases in employees, up from 393
employees by the end of 2020 to 507 at the end of
2021. Other operating expenses also increased 39%
and totalled NOK 249.5 million for the year (180.0). The
high level of personnel and other operating costs are the
results of Nel’s strategic decision to pursue growth and
higher activity levels.
EBITDA ended at NOK -475.2 million (-251.5), negatively
impacted by ramp up costs. Nel’s customer projects
often include new geography, customer segments,
technological components and/or products leading to
additional costs and risk.
Depreciation, amortisation and impairment decreased
to NOK 107.6 million (163.0), mainly driven by 2020
including impairments of NOK 71.7 million.
The operating loss amounted to NOK -582.9million
(-414.5).
Net financial items amounted to a loss of NOK
1 101.0
million (1 660.0) and was driven by a negative fair value
adjustment of shareholdings in Everfuel and Nikola, in
total NOK 1 120.8 million. Pre-tax loss totalled NOK -1
683.8 million (1 245.5) and the net loss for the year was
NOK -1 666.9 million, compared to an income of NOK 1
261.9 million in 2020.
Financial position
Total assets were NOK 6 007.0 million at the end of 2021,
compared to NOK 6 136.7 million at the end of 2020.
Total equity was NOK 5 038.7 million. Thus, the equity
ratio was 84 percent.
Cash ow
Net cash flow from operating activities in 2021 was NOK
-449.5 million, compared to NOK -215.9 million in 2020.
The development is mainly due to higher personnel
expenses driven by increase in full-time employees.
Net cash flow from investing activities was NOK -373.6
million (-294.4). Nel has purchased property, plant
and equipment for NOK 258.3 (148.5) million in 2021,
mainly related to the expansion at Herøya, Norway, in the
electrolyser division.
Nel’s cash balance at the end of 2021 was NOK
2 722.8
million. The increase from end of 2020 is mainly due
to raising net proceeds of NOK 1 209.7 million from the
share capital increase in February. This is partly offset by
negative cash flow from operations and investments.
16
Report from the Board of Directors
Segments
NEL HYDROGEN ELECTROLYSER
Financial review
Amounts in NOK million
2021 2020
Revenue and operating income
466 338
EBITDA
-210 -84
Total assets
1 842 1 256
Order intake
763 791
Order backlog
937 621
Number of employees
240 178
Revenue and operating income increased by 38% from
2020. Revenue from Electrolyser Norway decreased
by 40% due to lower sales of alkaline electrolysers and
revenue from Electrolyser US increased by 68% due
to higher sales of PEM electrolysers. Nel Hydrogen
Electrolyser has been particularly negatively impacted
by the general business slow down and delay in closing
orders resulting from Covid-19.
EBITDA was NOK -209.7 million in 2021, a decrease
from NOK -84.2 million in 2020. The reduction of NOK
125.5 million was mainly due to ramp-up costs and lower
margins in Norway and US.
Employees in Nel Hydrogen Electrolyser has increased
from 178 employees by the end of 2020 to 240 at
the end of 2021, driven by an increase in project and
production personnel.
Total assets have increased by 47% from 2020, which is
mainly related to investments in the new manufacturing
facility at Herøya, Norway, and increased inventories.
DEVELOPMENT AND KEY PROJECTS
Technology development
Nel invests in development of large-scale
industrialisation of Electrolyser products. Work is in
progress to develop a pressurized alkaline Electrolyser
targeting 1000Nm3/h single cell stack to support
and meet the demand of our customers. In addition,
also development of the current atmospheric alkaline
technology into larger capacity solutions are on-going.
Finally, in order to meet new large-scale opportunities
within the PEM portfolio, Nel is developing a larger single
cell-stack PEM platform. All these three development
activities are targeting to reduce total cost of ownership
for our customers.
Production capacity development
New manufacturing facility, Herøya, Norway
Nel has expanded its electrolyser production to
accommodate large-scale projects by constructing a 500
MW fully automated manufacturing facility at Herøya,
Norway. The factory represents the first industrial-scale
production of electrolysers on the market.
Installation and tests of installed equipment has been
completed to plan in the third quarter of 2021. Initial
production commenced in the fourth quarter as the
operational team focused on tuning the line and verifying
the high product quality. The capacity utilization will be
closely aligned with commercial offtake.
The carrying amount for the Herøya expansion is NOK
322.0 (114.0) million as of 31 December 2021. Total
contractual commitments beyond December 2021 are
NOK 11.6 million.
Nel has initiated site selection process for large-scale
technology production facility (PEM and alkaline) in the
United States.
Key commercial activities
Nel received a purchase order for a 20 MW PEM
electrolyser from Iberdrola
Nel was awarded a EUR 13.5 million contract by Iberdrola
for a 20 MW PEM solution for green fertilizer project in
Spain.
Nel launched the MC250 and MC500 containerized
large-scale PEM electrolysers
Nel officially launched the MC250 and MC500,
representing automated MW-class on-site hydrogen
generators utilizing a modular containerized design for
ease of installation and integration. The containerized
MC250 and MC500 will be delivered as standard 1.25
and 2.5 MW configurations, respectively.
Nel entered an MoU with Haldor Topsoe
Nel entered an MoU with Haldor Topsoe with the
intent to offer customer end-to-end green ammonia
and methanol solutions, based on globally leading
technologies from the two companies. Under the MoU,
Haldor Topsoe will supply engineering, proprietary
hardware, catalyst and technical service for its ammonia
and methanol technologies.
Nel ASA
I
Annual report 2021
17
Nel received a purchase order for a 2 MW MC 400
PEM electrolyser from H2 Energy
The 2 MW PEM electrolyser is the second system to be
delivered as part of the green hydrogen infrastructure
network in Switzerland that is currently supplying
hydrogen to the first 46 Hyundai trucks already
operating, aiming to reach a fleet of 1 600 by 2025. The
system will be filling 350 bar trailers directly at site to
dispatch the hydrogen to the Hydrospider network in
Switzerland.
Nel expanded its partner network
Nel entered into framework agreements with Wood and
Aibel. These internationally renowned EPC companies
will leverage their capabilities to work with Nel to develop
large scale, complex hydrogen projects anywhere in the
world. These partnerships add significant value to Nel’s
global delivery and project execution abilities.
In addition, Nel announced the collaboration with
leading solar company First Solar Inc to develop PV-
hydrogen power plants and development partnership
with SFC Energy AG to jointly develop the world’s first
integrated electrolyser and hydrogen fuel cell system for
decentralized energy generation and storage.
Nel announced the collaboration for a fossil-free steel
rolling facility in Hofors, Sweden
Nel announced the collaboration for a fossil-free steel
rolling facility in Hofors, Sweden, together with partners
Ovako, Volvo, Hitachi ABB Power Grids Sweden and H2
Green Steel. The conversion to green hydrogen in the
production process will reduce CO2-emissions from
the facility by 50% from current levels. The plant can be
used flexibly and can therefore support the stability of
the electrical grid, which in turn will permit more use of
renewable energy sources.
Nel signed frame agreement with Howden for supply
of hydrogen compressors
The non-exclusive frame agreement with Howden is
an important step towards achieving Nel’s cost target
of green hydrogen production at USD 1.5/kg. The two
companies will work closely together to develop cost
competitive hydrogen compressor systems for Nel’s
industry leading electrolysers.
Nel joins PosHydon consortium
Nel joined the consortium agreement for the PosHydon
project, which aims to validate the integration of
offshore wind, natural gas, and hydrogen, offshore on the
Neptune Energy-operated Q13a-A platform in the Dutch
North Sea. Nel will provide a 1.25 MW containerized PEM
electrolyser for the project. The aim of the pilot is to
gain experience of integrating working energy systems
at sea and the production of hydrogen in an offshore
environment.
Nel received a purchase order for a 1.25 MW MC 250
PEM electrolyser from a leading US utility
Nel received a contract for a 1.25 megawatt (MW)
containerised PEM electrolyser from a leading utility in
the US. The purchase order has a value of approximately
USD 2.6 million, and the electrolyser will be delivered in
2022.
Nel received a purchase order for a 5 MW alkaline
electrolyser for delivery to SGN
The 5 MW alkaline electrolyser will deliver up to 2,093kg/
day of green hydrogen to SGN’s H100 Fife project in
Levenmouth, Scotland. This project is the first ever 100%
hydrogen network of scale supplying green hydrogen from
electrolysis to customers for the purposes of heating
and cooking. The system will be powered by a nearby
offshore wind turbine and grid electricity. The newly built
hydrogen gas distribution network will supply up to 300
households initially with zero carbon heat, however both
the electrolyser and network have been sized to have
the capacity to supply up to 900 homes as part of the
planned future expansion of the H100 Fife project.
The H100 Fife project is a ground-breaking
demonstration in evidencing the role that hydrogen plays
in decarbonizing heat as an alternative to natural gas.
SGN is one of the UK’s largest gas distribution network
companies, operating across Scotland, southern
England and Northern Ireland and is supplying gas to 5.9
million homes and businesses.
Nel received a purchase order for PEM electrolyser
equipment
Nel Hydrogen US received a contract for PEM
electrolyser equipment from a leading global stationary
fuel cell company. The purchase order has a value of
approximately USD 2.6 million, and the equipment
will be delivered between 2022 and 2024. Nel will also
be providing design consulting services as part of the
project.
Nel received a purchase order for 20 MW alkaline
electrolyser from Ovako
Nel has received a purchase order for a 20 MW alkaline
electrolyser system from Ovako, a leading European
manufacturer of engineering steel. The electrolyser will
be installed at Ovako’s existing plant in Hofors, Sweden,
the first plant in the world to use hydrogen to heat steel
18
Report from the Board of Directors
prior to rolling and hot forming. The fossil-free hydrogen
will replace the use of fossil propane gas currently used
in heating furnaces at the site. The contract value is
approximately EUR 11 million and the equipment is
expected to be delivered at the end of 2022, with the first
hydrogen production in 2023. The conversion to hydrogen
will enable Ovako to reduce its CO2 emissions for steel
production in Hofors by 50 percent from already low levels.
Nel received a purchase order for alkaline electrolyser
system
Nel has received a purchase order for an alkaline
electrolyser system from a new, European customer. The
value of the contract is approximately EUR 3.0 million.
The equipment is expected to be delivered in 2022, with
the first hydrogen production in 2023. The electrolyser
will produce hydrogen that will be mixed with natural gas
for combustion in a rotary kiln.
SUBSEQUENT EVENTS
Nel received purchase orders for multiple PEM
electrolysers from an innovation leader in sustainable
food production in the U.S.
Nel Hydrogen US has received a contract for PEM
electrolysis hydrogen production units to be delivered to
a leader in the commercialization of sustainable protein
technology. This application for green hydrogen is a
novel and exciting approach to addressing both climate
change and food production for the developing world.
The purchase orders have a value of approximately
USD 5.0 million, and deliveries of the equipment will be
staggered over the remainder of 2022, and into 2023.
Nel received a purchase order with a value of about
5 MUSD for containerized electrolyser and hydrogen
refueling equipment from a leading power and gas
utility in the U.S.
Nel Hydrogen US has received a contract for a
containerised PEM electrolyser to be integrated with
its 700 bar H2Station™ hydrogen fueling equipment
package at a power generating site in the U.S. The project
will demonstrate several use cases for green hydrogen,
including cooling of the turbine generators, direct injection
of hydrogen into the natural gas fuel stream at the plant,
and for fueling a fleet of light duty fuel cell vehicles to be
operated by the utility. The purchase order has a value of
approximately USD 5.0 million, and the equipment will be
delivered in late 2022 and early 2023
The war in Ukraine
The war in Ukraine impacts commodity prices
relevant to Nel Hydrogen Electrolyser segment.
The financial impact is uncertain. Nel’s operational
activities in Russia and Ukraine are limited.
Nel ASA
I
Annual report 2021
19
NEL HYDROGEN FUELING
Financial review
Amounts in NOK million
2021 2020
Revenue and operating income
332 314
EBITDA
-169 -107
Total assets
1038 884
Order intake
205 252
Order backlog
293 360
Number of employees
240 200
Revenue and operating income increased by 6% from
2020 due to strong order backlog at the end of 2020
increasing deliveries in 2021. Nel Hydrogen Fueling
delivered 24 H2Station™ during 2021, which represents
an increase of 4% from 2020.
EBITDA was NOK -169.0 (-106.9) million in 2021,
negatively impacted by increase in organisation and
decreased margins on customer contracts through
slightly higher cost levels and COVID-19 resulting in
lower productivity.
Employees in Nel Hydrogen Fueling has increased from
200 employees by the end of 2020 to 240 at the end
of 2021, driven by increase in service technicians and
development personnel.
Total assets have increased by 17%, mainly driven by
increased inventory, trade receivables and contract
assets through higher sales and activity.
DEVELOPMENT AND KEY PROJECTS
Technology development
Nel Hydrogen Fueling has seen a large increase in the
utilisation of many of the stations already installed, and
this enables accelerated learnings and improvements
both within product maturity and overall reliability.
Fueling a hydrogen vehicle (passenger or heavy duty)
needs to be as easy and reliable as fueling a gasoline or
diesel vehicle. A hydrogen fueling station is a complex
and relatively new technology and the hydrogen industry,
including Nel, still has some way to go in maturing
the technology as well as investing in service and
maintenance, robustness and reliability. Nel will continue
to incur costs related to these activities in an effort to
advance hydrogen-fueled transportation as a viable and
reliable option across the globe.
2019 2020 2021
0
25
50
75
100
125
150
175
200
Asia USA Europe
23
35
30
110
19
163
169
126
TONNES OF H2 FUELED FROM NEL H2STATION
®
Nel continues to see the market of Heavy-Duty
transportation move fast towards hydrogen. Therefore,
the fueling division will continue to invest significantly
in the development of next generation HDV equipment
such as high-capacity station modules and dispensers.
This is to serve customers who have a need for large
capacity dispensing capability, enabling fueling of a
heavy-duty truck in 10-15 minutes, to achieve a range of 1
000 km. In addition, there will be ongoing investments in
factory and laboratory to be able to accommodate HDV
fueling equipment.
We believe that we are still at the very beginning of the
development of hydrogen as a viable fuel for passenger
and heavy-duty vehicles and other methods of transport.
We intend to keep our position as one of the world’s
leading innovators and equipment providers in this
important sector.
Key commercial activities
Nel received a purchase order for an additional four
H2Station™ hydrogen fueling stations from Iwatani
Nel received a PO for an additional four H2Station™
hydrogen fueling stations for fueling of light-duty
vehicles in California from Iwatani Corporation of
America. The value of the purchase order is more
than NOK 40 million for the four H2Station™ modules
which will be delivered in addition to the 14 H2Station™
modules ordered from Iwatani in 2020.
Nel received a purchase order from HTEC for one
H2Station™ hydrogen fueling station
Nel received a PO for one H2Station™ hydrogen
fueling station. This project will build on the existing
collaboration between HTEC and Nel, by adding an
20
Report from the Board of Directors
70MPa CAR Dispenser
additional station and expanding the HTEC network of
hydrogen fueling stations in Quebec, Canada.
Nel received a purchase order from Everfuel for one
H2Station™ fueling station for fleet of taxis in Aarhus,
Denmark
The H2Station®will be installed in Aarhus during 2022
and will be used as a prototype for a movable station
solution to serve light duty vehicles and as a demo for
fueling of heavy-duty vehicles.
Nel received a purchase order with value of
approximately EUR 1.0 million from the Community
of cities “Touraine Vallée de l’Indre (CCTVI)” for one
H2Station™ fueling station to be located in the region
of Tours in France
The H2Station®will be installed in the Centre Val de
Loire region, within the framework of the COSMHYC
DEMO project. The H2Station™ is partly funded by the
European Fuel Cells and Hydrogen 2 Joint Undertaking
and is scheduled to be operational by third quarter
of 2022. The solution is planned to serve fueling of
hydrogen garbage trucks.
Nel received a purchase order from MaserFrakt AB for
one H2Station™ fueling station for heavy-duty fuel
cell electric vehicles in Borlänge, Sweden
The H2Station®will be installed in Borlänge and is
scheduled to be operational by fourth quarter 2022. The
solution will serve fueling of hydrogen for heavy-duty
vehicles.
Nel received a purchase order for multiple
H2Station™ hydrogen fueling station modules in the
United States
Nel Hydrogen Fueling has received a purchase order
from a U.S.-based fuel supplier for multiple H2Station™
hydrogen fueling stations. The multiple station modules
will be located in the United States and will expand the
fueling coverage for hydrogen powered fuel cell electric
light and heavy-duty vehicles. The H2Station™ units will
be manufactured and installed during 2022 and 2023.
The purchase order has a value exceeding USD 6.0
million.
Nel ASA
I
Annual report 2021
21
CORPORATE DEVELOPMENTS
Nel raised NOK 1 225.1 million through a private
placement
Nel completed a successful private placement of 49.5
million new shares in February 2021, at a price per
share of NOK 24.75, raising NOK 1 225.1 million in gross
proceeds.
SUBSEQUENT EVENTS
On January 5, 2022, Nel announced the appointment
of Håkon Volldal as new Chief Executive Officer (CEO),
replacing the current CEO Jon André Løkke from July 1,
2022. Mr Løkke will continue as CEO until said time.
The Company’s Nomination Committee has in its
recommendation to the General Meeting proposed that
the current CEO, Jon André Løkke, is elected as a board
member of Nel ASA with effect from the date the CEO
transition becomes effective.
22
Report from the Board of Directors
SHAREHOLDERS AND FINANCING
Nel’s shares are listed on the Oslo Stock Exchange under the
ticker “NEL. At the end of 2021, the company had 1 460 799
288 issued shares, consisting of 1 460 395 774 outstanding
shares and 403 514 treasury shares, held by 31 010 known
shareholders. The nominal value of the Nel share is NOK 0.20
per share.
The company estimates it has sufficient working capital for
the 12 months following the balance sheet date. In accordance
with section 3(3a) of the Norwegian Accounting Act, the
board of directors, therefore, confirms that the going-concern
assumption is met and that the annual accounts have been
prepared in accordance with this assumption.
The company has placed considerable emphasis on providing
shareholders, stakeholders and investors in general, with
timely and relevant new information about the company and its
activities in compliance with applicable laws and regulations.
Nel is committed to increasing awareness of the share in
Norway and abroad. The list of 31 010 known shareholders
includes a considerable number of Nordic institutional
investors and private investors.
Distribution of shareholders
Nominee 66,1%
Others 2,9%
Switzerland 0,8%
Luxembourg 1,1%
United King
dom 1,3%
Germany 1,7%
Sweden 2,0%
United States 9,5%
Norway 14,6%
United States
Sweden
Nominee
Norway
United States
Sweden
Germany
United Kingdom
Luxembourg
Switzerland
Others
source: Modular Finance AB
Photo: Ferenc Horvath
24
Report from the Board of Directors
STRATEGY
Nel is a leading pure play hydrogen technology company
with a global footprint, developing optimal solutions to
produce, store and distribute hydrogen from renewable
energy.
We have a proud history of technology improvement that
goes all the way back to 1927 when Norsk Hydro started
its development of hydrogen technologies. Our hydrogen
solutions address the zero-emission strategies of some
of the world’s most energy-intensive industries: cement,
steel and fertilizer production. In addition, we deliver
fueling systems that provide fuel cell electric vehicles with
the same fast fueling and long driving range as fossil-
fuelled vehicles - without any emissions.
STRATEGIC SEGMENTS
Nel Hydrogen Electrolyser
Production and installation of electrolysers for
hydrogen production.
Nel Hydrogen Electrolyser is the world’s largest
electrolyser manufacturer, offering both alkaline and
PEM (proton exchange membrane) technology globally.
Nel’s electrolyser technology has been delivered
across the world, and has set the industry standard for
continuous improvements in both performance and
total cost of ownership. The electrolyser business area
has manufacturing facilities in Herøya, Norway, and in
Wallingford, Connecticut, USA. Nel has global reach
through its in-house sales operation as well as a network
of agents internationally.
Today, Nel has a complete product portfolio of both
alkaline and PEM electrolysers and is also continuously
developing and improving both technologies. Initiatives
include a next generation large scale, pressurised
alkaline electrolyser as well as larger PEM stacks, and
large-scale solutions for both technologies which are
expected to allow for significant cost reductions on a
system level.
Nel Hydrogen Fueling
Production of hydrogen fueling stations for cars,
buses, trucks, forklifts and other applications.
Nel Hydrogen Fueling is a leading manufacturer of
hydrogen fueling stations that provide FCEVs (Fuel Cell
Electric Vehicles) with the same fast fueling and long
range as conventional fossil fuel vehicles. Since Nel
began manufacturing hydrogen fueling stations in 2003,
we have invested significantly in R&D. Today, Nel is one
of the global leaders on hydrogen fueling stations for
mobility applications. The H2Station™ technology is
now being utilized on a daily basis in several European
countries as well as in South Korea and California, US,
providing hydrogen to forklifts, passenger vehicles,
buses and trucks, driving the transition to zero emission
mobility.
Nel was among the first to achieve compliance with
the international hydrogen fueling standard (SAE
J2601) required by major car manufacturers. With the
H2Station™ technology, Nel’s ambition is to maintain
its position as a preferred supplier for international
hydrogen fueling infrastructure operators.
STRATEGIC ACTIVITIES
An important part of our strategy is to continue to
develop and improve our products, to increase efficiency
in both operations and costs. In an increasingly
competitive global market, our product leadership
will enable Nel to win additional contracts in both
existing and new markets.Our analysis of the market
indicates that projects will grow significantly larger in
size during just the next few years. This is the result of
increasing amounts of investment into green hydrogen,
but also a result of increasing acceptance of hydrogen
as an alternative fuel in the global energy transition.
While some of Europe’s largest hydrogen plants today
are approximately 20 MW in size, we expect to see
production plants as big as 200 to 800 MW and beyond
during the first half of this decade. Many of the largest
projects are expected to be located in geographical areas
with abundant wind and solar energy, thereby ensuring
low electricity prices and a green production profile.
We have invested significantly in developing large-scale
concepts and can deliver from 20 MW building blocks to
50, 100 and 200 MW concepts. We have also completed
the design of an 800 MW green renewable hydrogen
production plant for one of our customers. Our scalable
design provides solutions that utilize synergies and
reduce total cost of ownership.
We have also developed a concept that makes it easy for
customers to put our building blocks together into one
large hydrogen production plant. Pre-assembled skid-
solutions with pipes, stacks and separators would be
transported directly to customer’s site, ensuring hassle-
free installation in a safe and efficient way, while reducing
time and cost for our customers.
Nel ASA
I
Annual report 2021
25
During 2021, we increased our efforts in product
development by 50% compared to last year and we will
continue to increase efforts in this area also during 2022.
Despite the fact that Nel has been in this market for
many years, the hydrogen industry is still at its infancy,
and we are at the very beginning of a significant global
shift towards hydrogen as an important energy carrier.
We have therefore invested significantly in developing
a strong organisation on the basis of our longstanding
focus, commitment and experience in the sector. In 2021
we strengthened important parts of the organization,
increasing FTEs by 114 to a total of 507 at year end. We will
continue to strengthen and build our organisation also in
the coming years.
Nel’s continued focus on organizational and technology
development will continue to require substantial
resources the coming years, and we strongly believe this
is the right strategy for long-term value creation at Nel.
Up until now, Nel has engaged in the hydrogen value chain
on its own, i.e. as the sole counterparty to a customer in
delivering a hydrogen production system. As the industry
is still maturing, customers frequently request that Nel
take on a broad scope of activity in relation to projects,
from engineering to commissioning. Meanwhile, the
opportunities, new markets and applications for hydrogen
are also growing and becoming more complex. Nel will
therefore accelerate our partnership model with leading
companies within fields that are related to the hydrogen
production industry. This partnership model provides
best-in-class expertise, applied to our electrolysers,
ensuring that our customers achieve their green hydrogen
milestones as expected.
At Nel, sustainability is an integral part of our identity.
Our vision is to empower generations with clean energy
forever. This vision is driving our ambitions and priorities.
Combating climate change is high on our corporate
agenda and we always incorporate sustainability into our
strategic decision-making processes.
The green hydrogen industry is experiencing an all-time
high interest as the world begins turning ambitious
sustainability objectives, such as the UN Sustainable
Development Goals, into action. Countries and companies
alike are unveiling energy transition roadmaps and for
many, green hydrogen is an integral part of the strategy.
Nel is working to meet this rising demand for reliable,
efficient, and affordable energy solutions that support
environmentally sustainable activities.
PARTNERSHIP STRATEGY
Cooperation is vital in a rapidly growing industry.
Combining resources, expertise and knowledge is
a key enabler that allows Nel to improve the entire
value chain effectively and rapidly, from procurement
and engineering to service and aftersales. Strategic
alliances can help shorten the timeline to achieving full
competitiveness for our technologies. We are engaged
in numerous strategic alliances, both domestically and
internationally, and are actively pursuing new alliances in
all areas of our business. Our manufacturing facilities are
working towards ambitious product development goals
and optimizations throughout the value chain.
Some of our alliances include:
EPC-partners: Optimize our hydrogen turnkey
solutions. Predictable project execution from Final
Investment Decision to commissioning.
Energy sources: Working with solar, wind and other
technology providers to optimize the link between
renewable energy and electrolysis
Downstream technology partners: Optimizing the
total offering through technical collaboration with
specialists in key customer segments such as
ammonia, methanol and local back-up power.
MEMBERSHIPS AND ASSOCIATIONS
Nel is member of a number of associations with a
national, European and global footprint. Our presence
in these associations enables us to communicate
our positions, market our technology and ultimately
influence the ongoing development of hydrogen
legislation which is key for creating a business case
and a market and for the uptake of our solutions and
renewable hydrogen.
Some of our memberships include:
Hydrogen Europe
Renewable Hydrogen Coalition (RHC)
Hydrogen Council
Australian Hydrogen Council
CHBC
Norsk Hydrogenforum
(Norwegian Hydrogen Association)
Renewable Hydrogen Alliance (RHA)
California Fuel Cell Partnership
26
Report from the Board of Directors
UN SUSTAINABLE DEVELOPMENT GOALS
Nel supports the UN Sustainable Development
Goals, and we strive to document the actions we
are taking to meet them. Presented in 2015, the 17
goals were developed to address the most prominent
sustainability concerns we are facing as a society at
large. The Sustainable Development Goals are the
most unifying and universally accepted set of goals
and aspirations that are to be met by 2030, to protect
our planet and the people who inhabit it. Nel continues
its commitment through the right investments and
organisational changes to optimise our contribution to
this transformative agenda. We will contribute to the
industrialisation of the green hydrogen economy, pathing
the way for the development of a global hydrogen
economy and the trading of hydrogen as a global
commodity. Nel is fully committed to the promotion
and implementation of the United Nations Sustainable
Development Goals and limiting global warming to 1.5
degrees Celsius. Furthermore, Nel is actively engaged
in making the European Union’s ambition to achieve
2X40GW in electrolyser capacity a reality, delivering the
objectives of the EU Green Deal and achieving net zero
emissions within the European Union by 2050.
We support all the sustainability goals outlined by the
UN; however, we have chosen to focus on those where
we have determined we will have the greatest impact:
Our selected goals are:
Sustainability report
At Nel, we provide clean energy alternatives to a vast range of industries
and applications. In doing so, we contribute to increasing the share of re-
newables in the total energy consumption. Our main contribution towards
Goal 7 was unveiled at our first capital markets day, where we outlined our
strategic ambitions to 1) capitalise on the rapid development in the indus-
try by an extensive expansion of our organizational capabilities, and 2) an
ambitious target cost of 1.5$/kg that will significantly decrease total cost
of ownership and consequently increase the applicability of our solutions.
UN Sustainable Development Goals
Nel supports the UN Sustainable Development Goals and we strive to document the actions we
are taking to meet them. Presented in 2015, the 17 goals were developed to address the most
prominent sustainability concerns we are facing as a society at large. The Sustainable Develop-
ment Goals are the most unifying and universally accepted set of goals and aspirations that are
to be met by 2030, to protect our planet and the people who inhabit it. Even though we support
all of the sustainability goals outlined by the UN, we have chosen to focus on a few where we have
determined that we will have the greatest impact.
All Nel sites have management systems in place that safeguard our
employees’ health and safety. Ensuring that employees work in a safe
and healthy environment is the key to any successful business. Nel aims
to provide a workplace for everyone that is free of incidents and injuries,
and to promote a culture of hazard identification and awareness through
incident reporting and self-accountability. We have set a QHSE target of
zero incidents, including for sites with Nel equipment. Further, we have a
zero-tolerance for discrimination of any kind, and grievance mechanisms
are present if such a case should emerge.
Our vision is to empower generations with clean energy forever. Our bu-
siness model is built on facilitating the transition towards a more sustai-
nable society with our fully-integrated solutions to produce, store, and
distribute hydrogen from renewable energy. The prominence of green
hydrogen solutions in company and governmental strategies is rapidly
growing, and it requires that Nel is capable of delivering solutions tailored
to project-specific needs.
Our selected goals are:
8
Sustainability report
At Nel, we provide clean energy alternatives to a vast range of industries
and applications. In doing so, we contribute to increasing the share of re
-
newables in the total energy consumption. Our main contribution towards
Goal 7 was unveiled at our first capital markets day, where we outlined our
strategic ambitions to 1) capitalise on the rapid development in the indus
-
try by an extensive expansion of our organizational capabilities, and 2) an
ambitious target cost of 1.5$/kg that will significantly decrease total cost
of ownership and consequently increase the applicability of our solutions.
UN Sustainable Development Goals
Nel supports the UN Sustainable Development Goals and we strive to document the actions we
are taking to meet them. Presented in 2015, the 17 goals were developed to address the most
prominent sustainability concerns we are facing as a society at large. The Sustainable Develop-
ment Goals are the most unifying and universally accepted set of goals and aspirations that are
to be met by 2030, to protect our planet and the people who inhabit it. Even though we support
all of the sustainability goals outlined by the UN, we have chosen to focus on a few where we have
determined that we will have the greatest impact.
All Nel sites have management systems in place that safeguard our
employees’ health and safety. Ensuring that employees work in a safe
and healthy environment is the key to any successful business. Nel aims
to provide a workplace for everyone that is free of incidents and injuries,
and to promote a culture of hazard identification and awareness through
incident reporting and self-accountability. We have set a QHSE target of
zero incidents, including for sites with Nel equipment. Further, we have a
zero-tolerance for discrimination of any kind, and grievance mechanisms
are present if such a case should emerge.
Our vision is to empower generations with clean energy forever. Our bu-
siness model is built on facilitating the transition towards a more sustai-
nable society with our fully-integrated solutions to produce, store, and
distribute hydrogen from renewable energy. The prominence of green
hydrogen solutions in company and governmental strategies is rapidly
growing, and it requires that Nel is capable of delivering solutions tailored
to project-specific needs.
Our selected goals are:
8
At Nel, we provide clean energy alternatives to a vast range of industries and applications.
In doing so, we contribute to increasing the share of renewables in the total energy
consumption. Our main contribution towards Goal 7 was unveiled at our first capital markets
day, where we outlined our strategic ambitions to 1) capitalise on the rapid development
in the industry by an extensive expansion of our organizational capabilities, and 2) an
ambitious target cost of USD 1.5/kg of hydrogen produced that will significantly decrease
total cost of ownership and consequently increase the applicability of our solutions.
Sustainability report
At Nel, we provide clean energy alternatives to a vast range of industries
and applications. In doing so, we contribute to increasing the share of re-
newables in the total energy consumption. Our main contribution towards
Goal 7 was unveiled at our first capital markets day, where we outlined our
strategic ambitions to 1) capitalise on the rapid development in the indus-
try by an extensive expansion of our organizational capabilities, and 2) an
ambitious target cost of 1.5$/kg that will significantly decrease total cost
of ownership and consequently increase the applicability of our solutions.
UN Sustainable Development Goals
Nel supports the UN Sustainable Development Goals and we strive to document the actions we
are taking to meet them. Presented in 2015, the 17 goals were developed to address the most
prominent sustainability concerns we are facing as a society at large. The Sustainable Develop-
ment Goals are the most unifying and universally accepted set of goals and aspirations that are
to be met by 2030, to protect our planet and the people who inhabit it. Even though we support
all of the sustainability goals outlined by the UN, we have chosen to focus on a few where we have
determined that we will have the greatest impact.
All Nel sites have management systems in place that safeguard our
employees’ health and safety. Ensuring that employees work in a safe
and healthy environment is the key to any successful business. Nel aims
to provide a workplace for everyone that is free of incidents and injuries,
and to promote a culture of hazard identification and awareness through
incident reporting and self-accountability. We have set a QHSE target of
zero incidents, including for sites with Nel equipment. Further, we have a
zero-tolerance for discrimination of any kind, and grievance mechanisms
are present if such a case should emerge.
Our vision is to empower generations with clean energy forever. Our bu-
siness model is built on facilitating the transition towards a more sustai-
nable society with our fully-integrated solutions to produce, store, and
distribute hydrogen from renewable energy. The prominence of green
hydrogen solutions in company and governmental strategies is rapidly
growing, and it requires that Nel is capable of delivering solutions tailored
to project-specific needs.
Our selected goals are:
8
Sustainability report
At Nel, we provide clean energy alternatives to a vast range of industries
and applications. In doing so, we contribute to increasing the share of re-
newables in the total energy consumption. Our main contribution towards
Goal 7 was unveiled at our first capital markets day, where we outlined our
strategic ambitions to 1) capitalise on the rapid development in the indus-
try by an extensive expansion of our organizational capabilities, and 2) an
ambitious target cost of 1.5$/kg that will significantly decrease total cost
of ownership and consequently increase the applicability of our solutions.
UN Sustainable Development Goals
Nel supports the UN Sustainable Development Goals and we strive to document the actions we
are taking to meet them. Presented in 2015, the 17 goals were developed to address the most
prominent sustainability concerns we are facing as a society at large. The Sustainable Develop-
ment Goals are the most unifying and universally accepted set of goals and aspirations that are
to be met by 2030, to protect our planet and the people who inhabit it. Even though we support
all of the sustainability goals outlined by the UN, we have chosen to focus on a few where we have
determined that we will have the greatest impact.
All Nel sites have management systems in place that safeguard our
employees’ health and safety. Ensuring that employees work in a safe
and healthy environment is the key to any successful business. Nel aims
to provide a workplace for everyone that is free of incidents and injuries,
and to promote a culture of hazard identification and awareness through
incident reporting and self-accountability. We have set a QHSE target of
zero incidents, including for sites with Nel equipment. Further, we have a
zero-tolerance for discrimination of any kind, and grievance mechanisms
are present if such a case should emerge.
Our vision is to empower generations with clean energy forever. Our bu-
siness model is built on facilitating the transition towards a more sustai-
nable society with our fully-integrated solutions to produce, store, and
distribute hydrogen from renewable energy. The prominence of green
hydrogen solutions in company and governmental strategies is rapidly
growing, and it requires that Nel is capable of delivering solutions tailored
to project-specific needs.
Our selected goals are:
8
Ensuring that employees work in a safe and healthy environment is the key to any successful
business. All Nel sites have management systems in place that safeguard our employees’
health and safety. Nel aims to provide a workplace for everyone that is free of harmful
incidents and injuries, and to promote a culture of hazard identification and awareness
through incident reporting and self-accountability. We have set a QHSE target of zero
incidents, including for sites with Nel equipment. Further, we have a policy of zero-tolerance
for discrimination of any kind, and grievance mechanisms are present should such a case
emerge.
Sustainability report
At Nel, we provide clean energy alternatives to a vast range of industries
and applications. In doing so, we contribute to increasing the share of re-
newables in the total energy consumption. Our main contribution towards
Goal 7 was unveiled at our first capital markets day, where we outlined our
strategic ambitions to 1) capitalise on the rapid development in the indus-
try by an extensive expansion of our organizational capabilities, and 2) an
ambitious target cost of 1.5$/kg that will significantly decrease total cost
of ownership and consequently increase the applicability of our solutions.
UN Sustainable Development Goals
Nel supports the UN Sustainable Development Goals and we strive to document the actions we
are taking to meet them. Presented in 2015, the 17 goals were developed to address the most
prominent sustainability concerns we are facing as a society at large. The Sustainable Develop-
ment Goals are the most unifying and universally accepted set of goals and aspirations that are
to be met by 2030, to protect our planet and the people who inhabit it. Even though we support
all of the sustainability goals outlined by the UN, we have chosen to focus on a few where we have
determined that we will have the greatest impact.
All Nel sites have management systems in place that safeguard our
employees’ health and safety. Ensuring that employees work in a safe
and healthy environment is the key to any successful business. Nel aims
to provide a workplace for everyone that is free of incidents and injuries,
and to promote a culture of hazard identification and awareness through
incident reporting and self-accountability. We have set a QHSE target of
zero incidents, including for sites with Nel equipment. Further, we have a
zero-tolerance for discrimination of any kind, and grievance mechanisms
are present if such a case should emerge.
Our vision is to empower generations with clean energy forever. Our bu-
siness model is built on facilitating the transition towards a more sustai-
nable society with our fully-integrated solutions to produce, store, and
distribute hydrogen from renewable energy. The prominence of green
hydrogen solutions in company and governmental strategies is rapidly
growing, and it requires that Nel is capable of delivering solutions tailored
to project-specific needs.
Our selected goals are:
8
Sustainability report
At Nel, we provide clean energy alternatives to a vast range of industries
and applications. In doing so, we contribute to increasing the share of re-
newables in the total energy consumption. Our main contribution towards
Goal 7 was unveiled at our first capital markets day, where we outlined our
strategic ambitions to 1) capitalise on the rapid development in the indus-
try by an extensive expansion of our organizational capabilities, and 2) an
ambitious target cost of 1.5$/kg that will significantly decrease total cost
of ownership and consequently increase the applicability of our solutions.
UN Sustainable Development Goals
Nel supports the UN Sustainable Development Goals and we strive to document the actions we
are taking to meet them. Presented in 2015, the 17 goals were developed to address the most
prominent sustainability concerns we are facing as a society at large. The Sustainable Develop-
ment Goals are the most unifying and universally accepted set of goals and aspirations that are
to be met by 2030, to protect our planet and the people who inhabit it. Even though we support
all of the sustainability goals outlined by the UN, we have chosen to focus on a few where we have
determined that we will have the greatest impact.
All Nel sites have management systems in place that safeguard our
employees’ health and safety. Ensuring that employees work in a safe
and healthy environment is the key to any successful business. Nel aims
to provide a workplace for everyone that is free of incidents and injuries,
and to promote a culture of hazard identification and awareness through
incident reporting and self-accountability. We have set a QHSE target of
zero incidents, including for sites with Nel equipment. Further, we have a
zero-tolerance for discrimination of any kind, and grievance mechanisms
are present if such a case should emerge.
Our vision is to empower generations with clean energy forever. Our bu
-
siness model is built on facilitating the transition towards a more sustai
-
nable society with our fully-integrated solutions to produce, store, and
distribute hydrogen from renewable energy. The prominence of green
hydrogen solutions in company and governmental strategies is rapidly
growing, and it requires that Nel is capable of delivering solutions tailored
to project-specific needs.
Our selected goals are:
8
Our vision is to empower generations with clean energy forever. Our business model
is built on facilitating the transition towards a more sustainable society with our fully-
integrated solutions to produce, store, and distribute hydrogen from renewable energy.
Nel ASA
I
Annual report 2021
27
4.2 Environment, social and
governance reporting
Nel has introduced sustainability reporting on a
group level, and reports on metrics and targets in an
integrated annual report, following the GRI Sustainability
Reporting Standards (GRI Standards: Core option). The
report implements considerations found in Norwegian
Accounting Act, Task Force on Finance Related
Disclosures (TCFD), Euronext ESG Guidelines for listed
companies, UN Guiding Principles on Business and
Human rights, the UN Global Compact and the OECD’s
Guidelines for Multinational Enterprises.
The GRI Standards Index for Nel can be found on our
website. Visit www.nelhydrogen.com/sustainability.
STAKEHOLDER DIALOGUE
Stakeholders are the driving force in Nel’s operations, and
frequent stakeholder interaction is important for input
across our value chain. Nel engages with a wide range of
stakeholders and overall, Nel experiences continuously
rising expectations in all aspects of our work. We strive
to address concerns that are expressed, and we aim to
improve our stakeholder dialogue in 2022 by setting up a
structured stakeholder dialogue programme.
Nel’s key stakeholders and their expressed views are as
follows:
Employees. Employees generally express views related to
occupational health and safety, career development, and
timely two-way communication as key areas of concern.
A process has been initiated to refine our recruitment
strategy and on the job training. A whistleblowing
channel to report concerns is in place.
Shareholders. Our shareholders are vital contributors
to the development of our company and important
stakeholders with the power to influence our operations.
As such, it is important to maintain regular stakeholder
dialogue with our shareholders as our business
develops. In January 2021, we held our first capital
markets day (CMD), allowing for a deep-dive into our
current operations and important activities. Quarterly
presentations, annual reports, and investor relations
activities are other channels employed to keep an open
dialogue with this group.
Customers. Customers are generally concerned with
product safety, cost of ownership, responsible supply
chains, and the applicability of solutions. Our customer-
relationships are formed on a project basis and active
communication is required throughout the customer
journey.
Suppliers. Topics raised by suppliers are context
dependent as their priorities are dictated by their
motivations and goals. Most of the issues raised by
our suppliers are related to quality, cost, and delivery
concerns. In addition, we see an increased focus on ESG-
related topics.
Partners. As we develop and mature our technologies,
strategic partners are significant drivers behind our
progress. Their concerns are usually aligned with those
raised by suppliers and customers, and our dialogue with
them follows similar structures.
Governments. Governments play a vital role as the
regulatory body that forms policies and procedures,
awards grants, and presents roadmaps for the energy
transition. Regular dialogue and monitoring are
necessary to ensure our product development meets
requirements set by different governments.
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Annual report 2021
29
MATERIAL ISSUES IMPACTING
STAKEHOLDERS
Material topics that are of importance to key
stakeholders and how these issues impact Nel’s
operations and strategy are outlined below. These topics
have been further categorized within the three main
sustainability categories: Environmental, Social, and
Governance:
ESG MATERIAL TOPIC PAGE
Environment Climate Change 31
Environment Environmental impact, energy and direct GHG emissions 33
Social Organisation and occupational health and safety 36
Social Product safety 37
Social Responsible supply chain 37
Social Cyber security 37
Social Well-being at work 39
Governance Ethical business conduct and compliance 41
Governance Innovation and technology 44
Governance Resilience 44
The Herning facility
30
Report from the Board of Directors
Environment
CLIMATE CHANGE
Green hydrogen holds a central role in the global megatrend
that is climate change. This is because efforts to limit global
warming to 1.5 degrees Celsius, as recommended by the
Paris Climate Agreement and the IPPC special report, has
accelerated the drive towards low carbon solutions in all
sectors, including industries and transport. It has generated
renewed interest from governments and business owners in
hydrogen as an important part of the solution. Governments
are recognizing green hydrogen’s ability to decarbonize sectors
that would otherwise be impossible to fully decarbonize – such
as personal or public transport, freight logistics, industrial
heating and industry feedstock – and its role in energy security.
There are numerous ways of producing renewable energy, but
there is a lack of flexible storage solutions. Green hydrogen is a
fully functional energy carrier produced from renewable energy
sources but can also be an intermediary storage solution
in situations where production and use occur at different
points in time. This is integrated in Nel’s vision of empowering
generations with clean energy forever, as hydrogen is unlocking
the potential of renewables and enable global decarbonization.
FOSSIL FUEL PARITY – A GUIDING STAR
To increase the distribution of green hydrogen it must be
cost competitive with hydrogen made from natural gas. Nel
has therefore set a target of producing green hydrogen at
USD 1.5 per kilo by 2025.
Achieving this target will allow green hydrogen to reach fossil
fuel parity, meaning that it will outcompete hydrogen produced
on fossil fuels on price. The target, first introduced one year
ago, has become a guiding star for Nel’s development.
The hydrogen market is already massive. 70 million tonnes per
year is produced and used in a wide range of industries and
applications. The total value of this hydrogen is approximately
150 billion US dollars. However, only 1% of it is green hydrogen.
The vast majority of hydrogen today is created using fossil
fuels, which create carbon emissions and are damaging to
the environment. It therefore stands to reason that it will be
easier for companies to adopt green hydrogen, particularly as it
reaches the same price level as fossil-based hydrogen.
The world’s first fully automated electrolyser plant
Approximately, two thirds of the cost of green hydrogen comes
from the price of renewable energy. The remaining third comes
from the cost of the equipment needed to generate it - the
electrolysers. This is where Nel is a key player - as the world’s
leading supplier of electrolysers.
Photo: Ferenc Horvath
Nel ASA
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Annual report 2021
31
In 2021 Nel commenced production at its brand-new
manufacturing facility at Herøya in Norway. The new
plant is the world’s first fully automated electrolyser
production facility, and the ambition is to achieve a
40 per cent cost reduction, as production volumes
increases, and the development of large-scale concepts
continues.
A prerequisite for the target of reaching USD 1.5 per
kilo green hydrogen is that we see electricity prices of
approximately 20 $/MWh or below. We believe the target
will be reached first in geographical areas with good
access to electricity produced from wind and solar.
ENABLING FOSSIL FREE STEEL PRODUCTION
By replacing coal and coke in steel production, green
hydrogen produced from water electrolysis is enabling a
game changing decarbonization of the steel industry.
While population growth and urbanization are expected
to support a growing demand for steel, the industry is
also one of the World’s highest CO2 emitters, accounting
for 7 per cent of all global emissions.
Fossil free steel production is therefore a significant
part of the solution in the battle against climate change.
Green hydrogen plays an important role because it
can replace the usage of coal and coke in the steel
production process.
The HYBRIT project, a partnership between SSAB,
LKAB and Vattenfall, is a great example. In August
2021 the project reached an important milestone
when SSAB announced that they were the first in the
world to produce and deliver fossil free steel to one of
its customers. Nel is proud to have delivered the 4.5
MW alkaline electrolyser solution enabling the ground-
breaking and emission-reducing new technology.
ENERGY UTILIZATION
Using hydrogen in conjunction with other renewable
energy sources, such as solar power, allows for a higher
utilization of the power output. The excess production
of energy during peak hours can be converted to
hydrogen and subsequently utilized at a later point in
time. This is important as users can avoid having to sell
the electricity back to the grid, just to purchase it again
at peak costs. Such a business case becomes highly
relevant in areas where the grid cannot guarantee that
sufficient levels of renewable energy will be available
during off-peak hours.
WATER CONSUMPTION AND WITHDRAWAL IN
WATER-STRESS AREAS
Based on the atomic properties of water, 1 kg of
hydrogen requires 8.92 litres of water.
1
Comparing
water consumption for electrolysis with other energy
processes, the water footprint of certain fossil-based
pathways exceeds that of hydrogen. Crude oil recovery
and diesel refining uses around 40% more water than
the production of green hydrogen per unit of energy.
2
From a circular economy perspective, hydrogen
technology doesn’t consume water as water is produced,
in its purest form, at the end of the cycle. It also avoids
water contamination associated with various fossil-fuel
processes. Water is also produced as a biproduct when
hydrogen is used in mobility applications.
Currently, electrolyser technology uses highly purified
water. This does not mean, however, additional strain on
freshwater systems. The water needed for large-scale
electrolysis, can be provided by any water resource
(sea water, wastewater, etc.) once demineralised via
reverse osmosis (RO) plants.
3
Continuous development
of adjoint water desalination plants, alternative modes
of low-grade and saline surface water electrolysis,
4
and
water provision via wastewater treatment plants provide
evidence of their feasibility and cost-effectiveness.
5
Water stress can also be minimised by adding
desalination plants at the electrolyser site.
6
This
investment acts as a precautionary instrument to shield
local population from water resource deprivation. In
fact, should the need exist, water desalination plants for
electrolysis could be planned to produce water not just
for the production of hydrogen, but also for local use
as a freshwater resource for human consumption and/
or irrigation, thus creating multiple benefits to the local
area.
7
1 Water statistics - Statistics Explained (europa.eu)
2 (PDF) Development of a Life Cycle Inventory of Water Consumption Associated
with the Production of Transportation Fuels (researchgate.net)
3 Quantification of fresh water consumption and scarcity footprints of hydrogen
from water electrolysis: A methodology framework - ScienceDirect
4 Electrolysis of low-grade and saline surface water | Nature Energy
5 Resolução do Conselho de Ministros n.º 63/2020 | DRE
6 Shipping Sunshine | TU Delft Repositories
7 Hydrogen Production & Water Consumption, Hydrogen Europe, December 2020
32
Report from the Board of Directors
ENVIRONMENTAL IMPACT, ENERGY AND
DIRECT GHG EMISSIONS
Addressing Nel’s efforts to combat climate change
requires looking at both our contribution to the overall
energy transition, as well as the emissions we generate
in the manufacturing stage.
OUR CONTRIBUTION
The Alkaline electrolysers and PEM electrolyser
equipment produced by Nel has no emissions in use
when connected to renewable power sources like wind,
solar, or hydro power, either grid-connected or off-grid. In
fueling, our dispensers unlock the potential to decrease
dependence on fossil-based solutions for mobility, thus
contributing to the decarbonization of one of the most
polluting industries. The flexibility of hydrogen as a
fueling source in fuel cell electric vehicles is evidenced
in its applicability in both passenger cars, heavy-duty
vehicles, buses, train, marine transport, as well as a vast
array of industrial and construction equipment vehicles.
EU TAXONOMY REGULATION
The EU Taxonomy Regulation entered into force on
12 July 2020. The EU Taxonomy Regulation requires
mandatory compliance for certain market participants
and is considered highly relevant for most others.
The purpose of the framework is to give all market
participants common definitions for what constitutes
‘sustainable activity’. The delegated acts on the various
climate-related objectives apply from January 1,
2022 (climate change mitigation and climate change
adoption) and January 1, 2023 (remaining objectives).
Nel’s business activities are covered by the EU
Taxonomy on Sustainable activities for climate change
mitigation. During the course of 2022, Nel will report on
the percentage of its activities that are taxonomy aligned
after completing the necessary Do No Significant Harm
and Social Safeguards analyses. All of Nel’s current
activities have the potential to be taxonomy aligned;
thus, Nel regards the potential for full alignment with
the EU taxonomy as high. Nel will from 2022 report
magnitude of EU taxonomy-compliant share of revenue
in accordance with relevant reporting standards. In
addition, both capital expenditure and operating expense
aligned with the EU taxonomy.
Photo: Melissa Rose
Nel ASA
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Annual report 2021
33
CARBON FOOTPRINT
We strive to be transparent with regards to our impact
on the environment and continue to improve the internal
process for collecting data that provides a relative
overview of our emissions and their origins.
The main contributor towards our carbon footprint is
related to scope 2 emissions. The electrolyser division
consumes energy while performing product testing
prior to customer delivery. Other inputs include water
and chemicals. Nel’s absolute emissions will grow as
the company’s activities continue to grow. Our goal is to
decrease our CO2 footprint and water consumption per
product produced. We will achieve this by improving the
stability and scalability of our production processes, as
well as our overall production efficiency.
Our goal and ambition are to report complete and
accurate quantitative data on scope 1 and 2 from 2022.
The inclusion of scope 3 emissions is dependent on
data from several sources, e.g., travel agencies, freight
forwarders, other logistics and meters. To date, this is
not included in our calculation of CO2 intensity as it has
been challenging to gather complete and accurate data.
For next year’s report, we aim to extend our reporting
scope and include a selection of scope 3 emissions.
These have been identified to be air travel, waste and
downstream distribution.
365 363
372
1 665
902
1 039
-
500
1 000
1 500
2 000
2 500
202120202019
tCO2e
tCO2e (scope 1 and 2)
tCO2e (scope 1) tCO2e (scope 2)
The tCOe from Nel operating activities in scope 1 and
scope 2 have short payback period when Nel equipment
replace fossil fuel equipment in commercial operation.
2,69
2,19
2,72
-
0,50
1,00
1,50
2,00
2,50
3,00
202120202019
tCO2e/MNOK revenue
CO intensity (scope 1 and scope 2)
*
tCO2e/MNOK revenue
*
CO2 intensity is calculated as the sum of scope 1 and 2 emissions (tCO2e) over
revenue in NOK million.
IMPROVING SUSTAINABILITY IN
PRODUCTION
The environmental footprint of a product throughout its
lifetime, factoring in the hydrogen output and production
costs, is markedly reduced by utilizing hydrogen
solutions compared to traditional energy sources. This
does not mean that the production of our applications
is entirely carbon-neutral, however. Sustainability in
production is a vast topic and is necessary to address
in more detail. In our decision to report in accordance
with established international sustainability standards
lies an important commitment to increase our focus on
sustainability in our actions, not just in the opportunities
that arise from our products in operation. This requires
an organizational adjustment, and we will continuously
pursue improvements in all of our operating activities
going forward. Among other initiatives, we are working
on phasing out the use of hazardous chemicals in
production and have set KPIs directly aimed at reducing
the carbon footprint at the individual manufacturing
facilities. We also aim to address reduction of
emissions in the logistics of our supply chain, as well
as the shipment of outgoing products. See additional
information on the selection of our suppliers in section
‘Responsible supply chain’.
In 2022, we aim to implement direct targets and
measurable metrics to reduce emissions. We will
improve on emission reporting, formalise initiatives
through policies and procedures, and encourage
dialogue across divisions to identify key areas of
improvement. In addition, we aim to implement targets
for million tonnes CO2 equivalents avoided from our
products and analyse CO2 payback time.
34
Report from the Board of Directors
Social
ORGANISATION AND OCCUPATIONAL
HEALTH AND SAFETY
At Nel, social responsibility refers to how we address
social issues that ultimately impacts our contribution
to society at large. Nel’s focus on safety is integrated
into a company-wide programme initiated in 2020.
The purpose of the programme is to foster a common,
sustainable safety culture that drives a zero-tolerance
attitude towards HSE incidents for all Nel employees. This
ongoing effort drives a culture of continuous improvement
and a sustainable safety culture at Nel. The approach is
anchored with Nel’s executive management team and
Board of Directors and is reviewed on an annual basis.
The programme will focus on the following three areas:
Product safety, which relates to Nel’s ability to ensure
methods and tools for how to design products safely.
The safety programme will investigate product
design tools across the group, including common
design criteria
Workplace safety, which relates to ensuring a
transparent governance structure, including updated
standards and procedures for working safely, both
at Nel sites and externally. It deals with the whole
organization around HSE initiatives and activities, at
both the global and local levels
Stakeholder safety relates to suppliers, contractors,
customers and partners that Nel engages with. All
should be brought up to a minimum knowledge in
Nel’s safety procedures and rules of conduct at our
locations
Nel recognises that ensuring workplace, stakeholder
and product safety in a diligent manner is a license to
operate within the hydrogen industry.
The above three categories will have the following focus
areas:
1. Transition to a “HSE-first” mindset and development
of a commitment culture
2. Ongoing development and implementation of a Nel
HSE management system
3. Standardization of programme activities where
relevant throughout the organization
4. Training and evaluation of the organization and
system effectiveness
As part of Nel’s response to the COVID-19 pandemic,
the company established a task force team with
representatives from Nel’s main sites. This team
developed guidelines for preventive measures to ensure
Nel employees’ health. During the critical moments of
the pandemic throughout much of 2021, the number of
on-site employees was reduced to a minimum to keep
the business operational. As the different Covid variants
developed and affected the regions where we are in
operation or have client relationship, Nel was careful to
follow national authorities’ recommended guidelines and
mandates.
Following HSE and quality being #1 priorities within Nel,
all Nel sites have management systems in place that
safeguard our employees’ health and safety. Ensuring
that employees work in a safe and healthy environment
is the key for a successful business. Nel aims to provide
a workplace for everyone that is free of incidents and
injuries, and to promote a culture of hazard identification
and awareness through incident reporting and self-
accountability. Employees are provided with appropriate
training and equipment to perform their job safely. The
guiding principles for workplace safety are laid out in the
Nel Code of Conduct.
Each Nel location has a management team member
assigned to ensure that all mandated health and safety
guidelines are followed. Relevant indicators on work
related injuries and illness are monitored and reported at
a corporate, divisional and local level.
0 fatal accidents
36
Report from the Board of Directors
Total recordable injuries frequency (TRIF) in 2021 is 4.9
(2020: 11.2). TRIF is measured as total recodable injuries
per million hours worked.
Occupational health and safety targets for 2022:
QHSE target of zero incidents, including at sites with
Nel equipment
Recognized safety leader within the industry, setting
new industry safety standards across the value chain
PRODUCT SAFETY
Safety has first priority at Nel. Management and all
employees are strongly committed to the company’s
promise of delivering fail-safe products to our
customers. The product safety risks include the risk
range from major accidents to near misses related to
malfunctions in our products and/or insufficient service
during operations and maintenance. Each division and
legal entity in Nel are responsible for the development,
implementation and maintenance of risk management
framework and system within each discipline. In our
development of products, Nel never compromises on
safety requirements, codes and standards.
Where applicable, safety requirements include third-
party product certification for design and manufacturing.
In addition, a Nel HSE committee that works across the
organization and consists of participants from each legal
entity, as well as the corporate function, ensures learning
across sites and the establishment of best practice.
Third-party experts are involved as subject matter
experts when applicable. In 2022, Nel will continue the
implementation of even more rigorous methodologies,
e.g., a review system where specific areas will be
assessed to identify areas of improvements.
In 2021, Nel adopted the strategic decision to establish
the Nel Business System (NBS). NBS will be implemented
across Nel in 2022. NBS focuses on how Nel will achieve
customer satisfaction and have HSE, quality and ethics
as first priorities to achieve this. The introduction and
training for both leadership and Nel as a whole for this
initiative will be conducted in 2022. The Nel Business
System will be a part of our employee value programme.
Product safety targets for 2022:
Zero product-related incidents,
including at sites with Nel equipment
Recognized safety leader within the industry, setting
new industry safety standards across the value chain
RESPONSIBLE SUPPLY CHAIN
A well-functioning supply chain is determined to be
one of Nel’s key success factors. Nel’s yearly spend on
purchasing goods and services is a significant part of
total revenue, equalling approximately NOK 562 million.
Nel expects that the total spend will increase in line with
Nel’s increased activity level. A responsible supply chain
is therefore an integral component of our sustainability
efforts, and we seek to select and further develop
suppliers with high standards. We are committed to
work with our Supply chain in order to contribute to
the publicly-stated objective of a TCO (Total cost of
Ownership) of $1.50 per Kg of hydrogen.
One of the key activities for the 2021 was to strengthen
our supplier base with new competitive suppliers
capable of the managing the marked growth and also
being able to deliver large and complex systems. Nel
has qualified and entered supplier agreements with a
great number of new suppliers. This sums up in a robust
supply chain which enables Nel to continue the growth.
The corona pandemic challenged the process of
conducting on-site supplier audits. Both national and
international lockdowns impeded visitations throughout
the year, most considerably in the first quarters. Despite
the challenges, Nel managed to conduct 15 audits in
2021, well above the target of 10 key supplier audits. We
continue to perform supplier audits as a part of Nel’s
supplier selection process and aim to conduct audits on
100% of our key suppliers.
Nel ASA
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Annual report 2021
37
Nel has met its 2021 target of developing and screening
new direct high-risk suppliers using a revised pre-
qualification process. The supplier pre-qualification
process has been implemented across the Nel Group for
complex projects. It contains a foundation of common
questions for all business units, with adjustments made
to fit the objective for each case or business unit. The
process has been formalized in a digital environment to
optimize the pre-qualification process.
Early in 2021, a Nel Procurement Community was
established consisting of key members across Nel. This
includes members from corporate projects, legal and
sustainability in Nel ASA, as well as supply chain and
procurement directors in all Nel Business Units. Nel
Procurement Community was established to:
Have a forum for raising topics related to supply
chain, procurement, and contract topics
Develop a robust supply chain across Nel
Share knowledge, best practices and working
methods
Align work processes and establish common
guidelines for the Nel Group
Establish, monitor, and discuss common goals and
targets, guided by the targets presented in the Nel
Sustainability Report 2020
Nel experiences a continued increase of focus and
expectations related to ESG topics. The Community met
monthly throughout 2021, and consistently included
ESG as the backbone in all meetings. By working
towards integrating a systematic ESG approach, we
ensure compliance with both legal requirements as well
as alignment with initiatives in which Nel has committed
to. As a result, ESG has held a prominent position in
our supply chain efforts in 2021. The community will
continue its efforts of unifying our supply chain activities
across Nel in 2022.
Other signicant organizational developments
Areas of competence that have been strengthened
throughout the year
Changes in training and/or competence development
Increased Total Cost of Ownership focus
Strengthen the Supply chain organization
significantly to scale-up for increased number of
projects.
Signicant supply chain changes
Ramp up for Supplier capacity to meet the increasing
demand.
Opening of Herøya facility
Established partnership with major EPC companies
Increased local Contractor capacity
Building on the goals and targets laid out for this year,
the Nel Procurement Community has identified a
selection of key areas for development throughout 2022.
This includes continuing to develop the pre-qualification
and supplier development programme by establishing
a supplier portal enabling Nel suppliers readily available
access to amongst other our whistleblower programme,
the “Nel Ethics Hotline”, key documents and information
and other relevant tools for the engagement with Nel.
Responsible supply chain targets for 2022:
Deliver on supplier cost savings plan in support of
TCO roadmap of USD 1.5 per kg of hydrogen by 2025.
Secure the required capacity and supply of goods
in a challenging market, so the supply of goods will
be delivered on time and with no or limited delays in
operations and installation.
Ensure highest quality and HSSE performance
through additional supplier audits and launch of
supplier development programme
CYBER SECURITY
IT and cyber security improvement initiatives are high
on our agenda. Protecting our operations is essential
and will become increasingly important as the global use
of connected devices continues to rise. Protecting our
intellectual property will remain a priority, especially as
the use of big data, such as at our fueling stations and
electrolysers, continues to increase in importance. All
relevant employees are required to complete IT-security
training on a monthly basis. External consultants have
been engaged to uncover and report on IT-related
security threats.
Our manufacturing facilities are only somewhat
integrated into the IT-systems and run mostly
independent. Part of the production process involves
higher degree of robotisation which are connected and
consequently constitutes an increased risk.
As far as we are aware, there were no breaches of
customers’ privacy in 2021, nor were there any reported
cases of identified leaks, thefts, or loss of customer data.
38
Report from the Board of Directors
DIRECTORS & OFFICERS INSURANCE D&O
Based on new requirements brought by the Norwegian
Accounting Act section 3-3a, information about our
D&O insurance is provided. Nel has entered into a D&O
liability insurance. This insurance is meant to prevent
employees and members of the Board at Nel from being
held personally responsible for decisions made by the
company. The insurance applies to all material decisions
made by employees on behalf of Nel.
WELLBEING AT WORK
From 2021 Nel has strengthened its focus on HR
development at the overall corporate level. The HR
directors in the business and the newly recruited
Chief HR Officer (CHRO) started to work in a matrix
organization, ensuring a better alignment of HR across
Nel and with the Nel Business System as backbone
for all development. This approach will help establish a
common HR governance, a strong foundation for people
and organizational development and support continuous
HR improvements across the business. In 2022 we will
also introduce more common systems and systematic
approaches to HR processes across our businesses. This
will also include a high focus on developing a common
culture with focused development tools at all levels of
the organization.
Our HR work is essential to continue attracting and
developing the best talents in our industry, in order to
develop world-class technology, products and solutions
for our customers. Managing people and competences
lies at the core of Nel’s further development.
Many competence development activities were
performed in 2021, linked to ISO certifications. Going
forward, more skills development programmes will be
adopted, in alignment with our culture and values, based
on the Nel Business System.
ABSOLUTE NUMBER AND RATE OF
EMPLOYMENT
Permanent and temporary employees,
by region and gender
2021 2020 2019
Norway 149 98 55
Women(%) 20 % 22 % 25 %
Men(%) 80 % 78 % 75 %
Denmark 182 157 127
Women(%) 15 % 15 % 16 %
Men(%) 85 % 85 % 84 %
USA 151 121 118
Women(%) 21 % 23 % 20 %
Men(%) 79 % 77 % 80 %
South Korea 25 17 10
Women(%) 17 % 12 % 10 %
Men(%) 83 % 88 % 90 %
TOTAL 507 393 310
We strive to increase our gender balance across the
different locations. We focus on diversity through the
recruitment process, ensuring that we offer equal
opportunity to all relevant applicants.
Age distribution of workforce
2021 2020 2019
Under 30 73 62 52
30-49 281 201 154
50+ 153 130 104
TOTAL 507 393 310
Collective bargain agreements
COLLECTIVE BARGAIN
AGREEMENTS
2021 2020 2019
Norway 26 % 24 % N/A
Denmark 34 % 42 % 39 %
USA 0 % 0 % 0 %
South Korea 0 % 0 % 0 %
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Permanent and temporary positions
PERMANENT AND
TEMPORARY POSITIONS
1
2021 2020 2019
Permanent 500 390 308
Temporary 7 3 2
Women(%) 14 % 33 % 0 %
Men(%) 86 % 67 % 100 %
1)
the percentage of women and men are related to temporary positions
Sick leave
2021 2020 2019
Sick-leave 2.40 % 4.28 % 2.36 %
Coverage of employees 90 % 91 % 94 %
Parental leave
Nel encourages all female and male employees to take
parental leave and assures them employment after
their leave as it is important for our employees in terms
of work-life balance and well-being. There has been a
limited number of employees on parental leave during
2021.
NORWAY MALE FEMALE
Entitled to parental leave  3 1
Took parental leave  3 1
Returned to work after
parental leave ended  3 1
Still employed 12 months after
their return from parental leave  3 1
In Norway, 100% of employees entitled to parental leave
took parental leave during 2021. In addition, all such
employees returned to work and are still employed 12
months after their return.
DENMARK MALE FEMALE
Entitled to parental leave  9 2
Took parental leave  2 2
Returned to work after
parental leave ended  1 0
Still employed 12 months after
their return from parental leave  NA 0
It has not been possible to report on “still employed 12
months after their return from parental leave” in 2021 for
males in Denmark as 12 months has not passed as of 31
December 2021.
Photo: Unsplash.com40
Report from the Board of Directors
Governance
Ethical business conduct
and compliance
Nel conducts business on all continents and the demand
for Nel’s hydrogen solutions is growing internationally.
Through our expanding portfolio of international
projects, Nel has a significant number of third-party
relationships and we frequently participate in forms of
collaborations with other companies operating in the
hydrogen industry. For businesses with a significant
international footprint, a robust culture of compliance is
vital to achieve sustainable value creation and success.
In 2021, the Board of Directors and the executive
management team have continued their work to
strengthen Nel’s compliance system. The Board of
Directors approves the content of the overall compliance
program and the individual compliance policies. The
individual procedures are approved by the CEO. The
Board of Directors and the executive management team
are enrolled in the compliance training program and
their training is monitored and followed up in the same
manner as for other employees.
The purpose of the compliance program is to
prevent and mitigate compliance risks by enabling all
persons and entities working for or on behalf of Nel to
understand, observe, and adhere to Nel’s governance
framework. All Nel’s activities must comply with national,
regional, and international laws. Through the Nel Code
of Conduct, we stipulate the essential requirements that
all Nel’s activities shall be conducted in an ethical and
sustainable manner.
The final quarter of 2020 saw the completion and launch
of the Nel Anti-Bribery and Corruption Policy (“ABAC
Policy”), the Nel Competition Law Policy and the Nel
Code of Conduct. The Nel Third-Party Management
and Integrity Due Diligence Procedure (“Third-Party
Procedure”) was completed and released in February
2021. Following the launch and gradual implementation
of the Third-Party Procedure throughout the
organization Nel is routinely conducting an integrity due
diligence on all third parties with which it does business.
Throughout 2021 Nel worked on developing policies
and procedures concerning data protection and export
compliance. In January 2022 the Nel Data Protection
Policy was launched. The purpose of the policy is to
ensure compliance with EU General Data Protection
Regulation (“GDPR”). As a necessary supplement to the
Data Protection Policy, Nel also launched the Procedure
for Handling Data Subject Requests and Procedure for
Handling Personal Data Breaches.
Finally, Nel will launch a revised Export Compliance
Procedure in April 2022. The release of the Export
Compliance Procedure marks the completion of the
process of revising Nel’s compliance system.
During 2021 the Nel Code of Conduct was published
on our website to increase the general public’s access
and insight into the efforts we are making within the
compliance field. We aim to publish more information
regarding our compliance system on our website during
2022.
All new employees need to confirm compliance with
Nel’s Code of Conduct as part of onboarding process.
Further, all employees will be required to sign off on Nel’s
Code of Conduct on an annual basis.
Training of employees is crucial for an effective
compliance program and following the completion of the
revised compliance system we will in 2022 increase our
focus and effort on training the organization. We have
entered into an agreement with a reputable third-party
provider of compliance services, including compliance
training, and we are conducting e-learning compliance
training of our personnel in topics such as anti-bribery
and corruption, export compliance and harassment. The
service providers’ training software allows Nel to enroll
our employees and efficiently monitor and follow up to
ensure that training is completed. It further allows us to
conduct targeted training for specific categories/groups
of employees. The e-learning is further supplemented by
digital training, and face-to-face training conducted by
Group Legal and compliance.
100% of Nel’s executive management team and
Board of Directors have completed the anti-bribery
and corruption and Code of Conduct training for
2021
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Whistleblowing
In September 2020, our whistleblowing channel – the
Nel Ethics Hotline – was completed and launched on our
intranet, and we established a system for conducting
investigations of reported concerns. Following the
launch, we have worked to raise awareness of the
initiative within Nel and also with external stakeholder.
To this end we have added a link to our whistleblower
channel on our official website.
In 2021, Nel’s Ethics Hotline received 4 notifications
classified as harassment or discrimination. Of the
notifications, 3 are resolved and 1 is ongoing. The
outcomes of cases resolved resulted in disciplinary
sanctions including written warnings and dismissals.
Compliance targets for 2022:
100% of Nel’s executive management team and
Board of Directors to have completed the anti-bribery
and corruption training during 2022
100% of relevant Nel employees to have completed
e-learning compliance training in topics such as
anti-bribery and corruption, export compliance and
harassment.
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Corporate governance
INNOVATION AND TECHNOLOGY
Financial investment contribution
All research and development (R&D) work at Nel is
targeting safe, well-performing and cost-efficient
products for our customers. This includes reducing both
initial capital expenditures, upgrades and operational
expenses during the products’ lifetime. Maintaining
a leading position requires that Nel pursues product
optimization and cost-reduction programs reducing
the products total cost of ownership (TCO) for Nel’s
customers. At Nel, being “number one by nature” will
always be our strategic ambition, and consistent R&D is
necessary to maintain and develop this position further.
Including all development work at Nel during 2021, total
R&D spend was NOK 163.0 (115.8) million, of which
NOK 118.9 (84.3) million was capitalized as technology
development and NOK 44.1 (31.5) million was expensed
as research and maintenance. The total spends in
Electrolyser Norway, Electrolyser US and Fueling was
NOK 36.3 (32.7) million, NOK 60.6 (37.6) million and
NOK 66.1 (45.5) million, respectively. R&D spend in 2021
was 20% (18%) of annual revenue and other operating
income.
In the beginning of 2020, it was decided to establish a
Corporate technology team that reports to Nel’s CEO.
The team is responsible for Nel’s core technology areas
and includes a professional network which strengthens
the focus and knowledge of process safety and
performance across the different technology disciplines.
Nel’s technology portfolio includes multiple key
development programs for both electrolysers and fueling
stations. Nel has an active IP protection strategy and
has more than 100 active patents. Nel’s IPR strategy is
gatekept and further developed by a Nel IPR committee
that works across the organization and meets bi-weekly.
Electrolyser
Our electrode manufacturing process for alkaline
electrolysers in Norway has almost a century-long
history. Leveraging on the extensive experience, the
strategy continues to include further improving and
strengthening our electrode manufacturing. The goal
is to reduce the number of processes required, thus
markedly reducing the consumption of energy, raw
materials, chemicals, and the factory footprint. By
implementing these changes, Nel will be able to reduce
the cost and emission of electrode manufacturing. The
specific energy consumption of producing hydrogen
from Nel electrolysers is targeted to be reduced by
up to 10% through various improvement enablers.
Standardization is an important step for scaling up
manufacturing with related cost-reduction programs in
place. The standardization will be skid-based, containing
prefabricated modules where all safety standards are
embedded in the system. In addition, Nel sees the
potential to improve the efficiency and capacity of its cell
stacks. To achieve this, key enablers are improvements
to the electrode form, increasing the active electrode
area, and increasing current density.
Fueling
Nel has in recent years carried out vast development
activities to support its light-duty fueling station
products. Some of the core technologies are the
control and cooling systems, as these ensure a fast,
safe and complete fueling of the vehicle according
to the SAE J2601 standard, which is required by the
car manufacturers. Some of these components are
also compliant with international emission standards.
In addition, the entire system and platform design
are key to achieving a stable and reliable system,
ensuring high availability for vehicle users. Nel has also
initiated a heavy-duty fueling station product platform
development that will serve the increased need for truck,
bus and train hydrogen fueling. Overall, we see a large
increase in utilization of our fueling stations and are
investing in engineering to continuously improve on their
safety and reliability.
Innovation and technology targets for 2022:
At least 10 % of revenue to be spent on Innovation
and Technology
Five new innovative ideas and two new patent
applications/trade secrets to be developed in 2022
RESILIENCE
Climate resilience in Nel’s strategy
Considering that 100 % of Nel’s revenue comes from
green hydrogen technology, the resilience of Nel’s
strategy within the different climate-related scenarios is
robust. Key considerations are how fast our customers’
industries move towards green hydrogen use, how
complex the green technology will be and price
competitiveness. The strategy is stress-tested against
different scenarios to assess parity with both fossil
energy, grey and blue hydrogen.
The hydrogen market is already large but with only
a fraction served by electrolysis there are significant
opportunities to turn the existing market green. In
addition, we see regulations supporting the transition
across the globe, with the EU and the US pledging
hundreds of billions of dollars into their zero-emission
programs where hydrogen serves a vital part as the
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Corporate governance
energy carrier of choice. The growth will not only come
from industrial applications, but also from transforming
the current diesel-based heavy-duty transportation to
run on zero-emission and cost-efficient green hydrogen.
These developments require low-cost electrolysis and
ultra-fast fueling, both areas where Nel is the global
leader. Thus, we see a resilience in our strategy to invest
in both electrolyser technologies, PEM and Alkaline, and
hydrogen fueling technology.
There is uncertainty associated with the timing and pace
of the exponential growth expected in the hydrogen
industry. There is a risk that Nel is either moving too
quickly or too slowly, meaning we are either over- or
under investing in technology and ramp-up.
Resilience in manufacturing facilities
Nel has expanded electrolyser production to
accommodate large-scale projects by constructing
a fully automated manufacturing facility at Herøya,
Norway. The factory is designed according to lean
manufacturing and industry 4.0 principles and
represents the first industrial-scale production of
electrolysers. The capacity of the facilities is 500 MW
annually for the initial investments and can be expanded
to 2 000 MW. This compares to 40 MW annually at the
former production facility.
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4.3 Risks and opportunities
Nel’s regular business activities entail exposure to
various types of risk. The company proactively manages
such risks and the board of directors regularly analyses
its operations and potential risk factors and takes steps
to reduce risk exposure.
Nel places strong emphasis on quality assurance
and has quality systems implemented, or under
implementation, in line with the requirements applicable
to its business operations.
Nel is operating in a fast-growing, emerging market,
with a long list of initiatives in many regions. The need
to address growth opportunities ahead of actual market
demand, balanced with the need to conserve cash, is a
continual challenge.
In this phase of fast growth there are especially risks
associated with technological change, both related
to technology elements within the field of hydrogen
as well as technology elements outside of the field of
hydrogen that potentially could make green hydrogen
less relevant for the future. Additionally, if competitors
gain advantages in the development of alternative
technologies, this could affect the competitive position
of the group.
Further, Nel’s ability to grow depends to a substantial
degree on its ability to successfully acquire new
customers, and to maintain and grow its relationships
with a relatively small number of existing customers. A
number of Nel’s existing and potential customers are
themselves planning substantial growth, and should
these customers fail to succeed with their business
plans or fail to fulfil their contracts with Nel, Nel’s sales
to such customers may be adversely affected.
Nel is also to a certain degree dependent on a limited
number of third-party suppliers for key production
components for its electrolyser and hydrogen fueling
products. To reduce the sourcing risk Nel’s supply chain
strategy is to have dual supply chains on all components.
Nel currently has few components with single source
and is at the risk of temporary supply chain disruptions
should one or more suppliers fail to deliver. Another
supply chain risk is whether the suppliers can follow the
expected growth of the industry. In addition to making
its current supply chain more robust, Nel is working
to facilitate increasing volumes from important sub-
suppliers. The timing of addressing such elements and
risks is important. Moving too fast could result in an
unnecessarily high cost level, with cash requirements
beyond the current financing plan.
A complete range of operational, financial, market and
climate-related risk factors are discussed in detail in
notes 6.1, 6.2, 6.3 and 6.4, respectively.
Atmospheric Alkaline Electrolyser, A485
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Corporate governance
4.4 Outlook
Sustainability future prospects
Being accountable for our environmental footprint
is emerging as a pivotal component in corporate
transparency, and we aim to provide information
as sought out by our key stakeholders. Nel strongly
believes that the green hydrogen market has a potential
of unknown magnitude, supported by a wide body of
research. Virtually every industry needs to realign their
energy mix if we are to stand a chance of achieving the UN
Sustainable Development Goals, and renewable hydrogen
will be a part of the energy mix that enables the transition.
Ramp-up investments, organizational expansion and
new markets were a few of the highlights of this past
year, signalling that demand is growing fast. Combined
with an ambitious strategy of drastically reducing the
total cost of ownership (TCO) to customers, we have
established a solid framework for the years to come. We
must ensure that sustainable business is influencing all
of our decision-making and operations. Moving forward,
our global presence, coupled with strong financing, will
help us remain the preferred partner that provides world-
class safety. It will ensure that we maintain our position
as a technology front-runner, through scalability and cost
leadership.
Our goal is to further develop and improve our reporting in
the coming years, with the aim of including a wider range
of quantitative measures of the ESG-reporting metrics
into our report. Among other things, we aim to quantify
environmental targets and metrics, improve our emission
reporting and demonstrate our ESG commitment at all
levels of the organization.
Business outlook
Nel aims to capitalize on the developing opportunities
within the hydrogen industry as they relate to the coming
shift from hydrogen produced using fossil fuels to
hydrogen produced using renewable power. Nel sees a
rapidly increasing pipeline of opportunities. External and
internal analyses support a market view that multiple
gigawatts of electrolyser projects could reach final
investment decision before 2025. Within electrolysers,
the most near-term opportunities are within industrial
applications. Projects will likely come first in mature
markets near large hydrogen consumers, before sizeable
greenfield installations integrated with renewable
energy sources gradually become the leading market
segment. The increasing size of projects leads to a longer
preparation and negotiation phase with significant paid
and unpaid engineering work. For fueling applications, the
market is shifting from individual station orders to larger
framework contracts.
By leveraging our position as a technology front-runner,
with a continued high focus on safety, global presence,
cost leadership, strong financing and preferred-partner
status for industry participants, we look forward to
a future hydrogen landscape where Nel remains an
important global player.
To maintain and strengthen our leading position in the
growing market for green hydrogen applications, Nel
will continue to invest to build scale and to develop
our organization, and our fueling, alkaline and PEM
technology platforms. By building sufficient and flexible
capacity to accommodate multi-billion NOK orders, we
intend to meet the accelerating demand for industrial
and infrastructure applications of our products globally.
Further organizational growth will be closely linked to
increased order intake and tender activity.
As communicated, competition is intensifying as Nel
and others are ramping up production capacity. In
addition, Nel has continued to be negatively impacted by
disruptions in the value chain and travel restrictions due
to the Covid-pandemic. At the same time, raw material
costs have increased. In combination all of these factors
have put pressure on our margins and are expected to
continue to do so in the medium term.
Over time, Nel expects that increasing revenues will
support cost reduction and scale effects leading to
profitability. Our counterparties expect that Nel will be a
financially strong and stable counterparty and partner as
the global green hydrogen market continues to expand,
and contracts continue to grow in size, scope and
complexity.
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OSLO, 22 MARCH 2022
THE BOARD OF DIRECTORS
Ole Enger Beatriz Malo de Molina Charlotta Falvin
Chair Board member Board member
(Sign) (Sign) (Sign)
Finn Jebsen Hanne Blume Tom Røtjer
Board member Board member Board member
(Sign) (Sign) (Sign)
Jon André Løkke
CEO
(Sign)
RESPONSIBILITY STATEMENT
“We confirm that, to the best of our knowledge, the financial statements for the period from 1 January 2021, up to
and including 31 December 2021, have been prepared in accordance with applicable accounting standards and give a
true and fair view of the assets, liabilities, financial position and profit or loss of the company, and that the directors’
report includes a fair review of the development and performance of the business and the position of the company as
a whole, together with a description of the principal risks and uncertainties the company faces.
48
Corporate governance
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Annual report 2021
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5 Board of directors’ report in relation
to the Norwegian code of practice
for corporate governance
1. Report on corporate
governance
The Board of Directors (also, the board) and
management of Nel are committed to maintaining
high ethical standards and promoting good corporate
governance. The company believes that good corporate
governance builds confidence among shareholders,
employees, partners, customers, and other stakeholders,
and thereby supports maximum value creation over
time. The equal treatment of all shareholders lies at the
heart of the company’s corporate governance policy.
Nel’s Corporate Governance Report is based on the
Norwegian Code of Practice for Corporate Governance
(“the code” from NUES), dated 17 October 2018 and its
amendments. The code is available on www.nues.no
Observance of the recommendations is based on
the “comply or explain” principle. Nel’s Board of
Directors and management have resolved to follow the
recommendations of the Code to the extent deemed
reasonable in view of the company’s size.
2. Business
Nel ASAs business purpose is defined in the company’s
Articles of Association, section 3: “The Company’s
business is to conduct business, invest in and/or
own rights in production and sale of hydrogen plants,
hydrogen fueling stations, or other related areas.
Nel is a leading pure play hydrogen technology company
with a global footprint, developing optimal solutions to
produce, store and distribute hydrogen from renewable
energy. Our hydrogen solutions cover important parts
of the value chain: we enable global decarbonization
of large industries such as cement, steel and fertilizer
production, while also providing fuel cell electric vehicles
with the same fast fueling and long driving range as
fossil-fuelled vehicles - without any emissions. Nel
is committed to creating value for shareholders in a
sustainable manner.
3. Capital and dividend
The company’s registered share capital as of 31
December 2021 consisted of 1 460 799 488 shares,
including both outstanding shares and treasury shares,
with a par value of NOK 0.20 per share.
Under the company’s strategy, dividends are not
currently planned during this stage of the company’s
development.
4. Equal treatment
of shareholders and
transactions with related
parties
All shares in Nel carry one vote, and the shares are freely
transferable. The company has only one share class, and
all shareholders have equal rights. Existing shareholders
are given priority in the event of share capital increases
unless special circumstances warrant deviation from this
principle.
At the annual general meeting on 15 April 2021, the
board was granted authorisation to increase the share
capital with up to NOK 29 145 949 through one or several
capital increases. The board has also been granted
authorisation to acquire shares in Nel on behalf of the
company, for a total nominal value not exceeding 10% of
the share capital at any given time.
Transactions between the company and related parties,
including members of the board or persons employed
by the company either personally or through companies
belonging to related parties, must be based on terms
achievable in an open, free and independent market, or
on a third-party valuation.
Major transactions with related parties must be
approved by the general meeting.
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Corporate governance
5. Free transferability
The company’s shares are listed on the Oslo Stock
Exchange under the ticker “NEL and are freely
transferable. The Articles of Association contain no
restrictions on transferability.
6. General meeting
Shareholders can exercise their rights at general
meetings, and the company wants general meetings
to be a meeting place for shareholders and the board
of directors. The company will seek to enable as many
shareholders as possible to participate in general
meetings. Meeting documents will be published on
the company’s website no later than 21 days before a
general meeting. The company endeavours to ensure
that meeting documents are sufficiently detailed to
enable shareholders to take a view on all matters to be
considered. The deadline for notifying attendance at a
general meeting is set as close to the meeting as possible.
Shareholders who are unable to participate themselves
may vote by proxy. The proxy form will be designed
so that it can be used to vote on all matters up for
consideration, and on candidates for election.
In 2021, the annual general meeting was held on 15
April and 10.96 percent of the total share capital was
represented. The annual general meeting was conducted
digitally due to the Covid-19 pandemic, with a live
webcast and electronic voting on each item.
The company will encourage board members and
nomination committee to attend general meetings. The
external auditors are also invited to attend.
In accordance with the articles of association, general
meetings are chaired by the board chair if no-one else
is elected to do so. Minutes of general meetings are
published in the form of stock exchange notifications
and on the company’s website.
7. Nomination committee
In accordance with Nel’s articles of association, the
general meeting shall establish a nomination committee
comprising of three to five members. These must
be shareholders or representatives of shareholders.
The nomination committee evaluates and proposes
board members to the general meeting and makes
recommendations on director remuneration. No board
members or representatives of company management
are members of the nomination committee. Nomination
committee members are elected for a one-year term.
At the general meeting on 15 April 2021, the following
persons were elected to the nomination committee and
serve until the 2022 annual general meeting:
Fredrik Thoresen, chair
Leif Eriksrød, member
Eivind Sars Veddeng, member
During the one-year term, the chair had to resign caused
by conflict of interest. The nomination committee
continued the remaining term with two members. This
has been a short-term deviation from the articles of
association. On the next annual general meeting, 21
April 2022, three to five members to the nomination
committee will be elected in accordance with articles of
association.
8. Board of Directors
composition and
independence
The board members and chair of the board are elected
by the general meeting. The board’s composition
is designed both to represent the interests of all
shareholders and meet the company’s need for
expertise, capacity, and balanced decision-making. The
board should function as an effective collegiate body.
The board is elected for a one-year term, and board
members may stand for re-election. The CEO is not
a member of the board. According to its articles of
association, Nel’s board must have between four and
seven members.
At the annual general meeting 15 April 2021, Ole Enger,
chair of the board, Hanne Blume, Finn Jebsen, Beatriz
Malo de Molina, Charlotta Falvin and Tom Røtjer were all
re-elected to the board of directors.
Each of the board members are considered independent
from the company’s day-to-day management. The board
is qualified to assess the day-to-day management and
significant contracts entered into by the company on an
independent basis.
See also note 7.4 (group) and note 13 (parent company)
for transactions with related parties.
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9. The work of the Board of
Directors
A plan for the board work is prepared every year. The
board has also adopted instructions for the board
and CEO, detailing the work and responsibilities of the
board and CEO, respectively. The board ensures the
company’s business is properly organised and that plans
and budgets are prepared. The board’s plans and rules
of procedure ensure the board is kept informed of the
company’s financial position and that the business, asset
management, and accounts are subject to controls.
Nel’s Code of Conduct includes guidelines for how
conflicts of interests that may arise should be handled
with. The code applies to all members of the Board
and employees of Nel. The Board are not aware of any
transactions that were material between the group
and its shareholders, board members, executive
management or related parties in 2021, save any listed
under item 8 independence.
The chair of the board ensures the proper functioning
of the Board. The chair of the Board leads the board
meetings and prepares board matters in cooperation
with the CEO. The CFO keeps minutes of Board meetings,
which are approved and signed by all board members.
In addition to ordinary Board meetings, annual strategy
meetings are held, devoted to the in-depth assessment
of major challenges and opportunities for the company.
The Board manages the company’s strategic planning
and assesses its strategy regularly.
The Board evaluates its composition and the board work
at least once per year. The evaluation may also cover the
way in which the board functions, at both individual and
group level, in relation to the objectives that have been
set for its work. The evaluation reports are presented to
the nomination committee.
In 2021, the Board conducted 14 board meetings with
100% meeting attendance, held at group headquarters
in Oslo and/or virtual meetings due to travel restrictions
under covid, and also treated a number of issues by
circulation of documents.
The company has an audit committee consisting of
2 members from the Board, which is governed by the
Norwegian Public Limited Liability Companies Act.
The audit committee assist the board in exercising its
oversight responsibility with respect to the integrity of
the company’s financial statements, financial reporting
processes and internal controls, risk management
and compliance system. The members of the audit
committee are appointed by and from the members
of the board, and currently consist of Finn Jebsen
as chair and Beatriz Malo de Molina as member.
Current members are independent of the company’s
management. The audit committee conducted 10
meetings with 100% meeting attendance.
The company has a remuneration committee, which
consist of 2 members from the Board. The committee
shall assist the Board in exercising its oversight
responsibility, in particular to compensation matters
pertaining to the CEO and other members of the
executive management, compensation issues of principal
importance and strategic people process in the company,
in particular related to succession, recruitment, talent and
diversity and inclusion. The committee was established
during 2021 and currently consist of Hanne Blume as
chair and Ole Enger as member. The committee has held
1 meeting with 100% meeting attendance. In addition to
this formal meeting, the remuneration committee worked
in 18 dedicated meetings, including on the recruitment
process leading to the selection of a new CEO . The
committee had also several meetings working on the
remuneration benchmark for the CEO and for the rest
of the Group Leadership team. The committee was also
involved in discussions related to the recruitment of
strategic positions for Nel and for scoping the focus of the
work through the Terms of Reference.
10. Risk management and
internal controls
Risk management and internal controls are important
to Nel. They enable the company to achieve its strategic
objectives, and are an integral part of management
decision-making processes, the organisational structure,
and internal procedures and systems.
Nel’s enterprise risk management process is value
driven and aims to identify, assess and manage risk
factors that could impact the value of the company. The
process is to mitigate potential damages and loss, and to
explore business opportunities.
The enterprise risk management function has the
responsibility to facilitate the legal and operational risk
management activities and develop risk policies and
tools as well as maintaining an aggregated view of risk
exposure. The function reports to the CFO, with active
involvement by Nel’s General Counsel.
52
Corporate governance
Risk management and internal control requirements
have been evaluated by management and the board of
directors, and a set of appropriate procedures and our
established framework is inspired by the Committee of
Sponsoring Organisations of the Treadway Commission
(COSO) ERM framework and the ISO 31000 risk
management standard. The materiality of each risk
factor is determined by assessing the likelihood and
consequence. Risks are evaluated to determine whether
the level is acceptable or unacceptable and to prioritise
those that have the greatest potential to impact our
value. We implement mitigating strategies to ensure
that each risk is optimally managed. Risk mitigation
plans are based on evaluations of the cost of control and
potential impacts relative to the benefits of reducing
the risk. The operating segments are responsible to
maintain business continuity plans. The post-mitigation
residual risks are continually monitored by the operating
segments. The mitigation strategies, residual risks
and risk appetite are reviewed and updated by the
executive management during bi-yearly business
review meetings. The Board believes that expressing
the company’s risk appetite within important areas of
its business activity helps to convey how the company
approaches and evaluates risk to investors, customers
and society at large. The audit committee performs
ongoing evaluations of the Company’s Enterprise Risk
Management process.
In this context, emphasis is also given to ensuring that
the company operates in accordance with accepted
ethical guidelines and values, including guidelines on
how employees can communicate matters relating to
illegal or unethical behaviour on the company’s part
to the board. Nel believes that its values and control
procedures meet requirements found within the
environmental, social, and governance domain, and are
proportionate to the scope and nature of its business.
Nel’s regular business activities entail exposure
to various types of risk. The company proactively
manages such risks, and the board regularly analyses
its operations and potential risk factors and takes
steps to reduce risk exposure. Nel places a strong
emphasis on quality assurance, and has quality systems
implemented, or under implementation, in line with the
requirements applicable to its business operations.
The full range of risk factors is discussed in more detail
in the notes 6.1-6.4 to the annual accounts.
The company’s financial reporting complies with the
laws and regulations applicable to companies listed
on the Oslo Stock Exchange. The board reviews the
company’s financial position frequently through
reporting and reviews at board meetings and reviews
the financial statements at the end of every quarter. At
least once per year, the board assesses the company’s
risk profile by reference to strategic, operational, and
transactional factors.
As a listed company, Nel has a special responsibility
relating to the insider trading rules, the provision
of information, and share trading. The company
has guidelines to ensure board members, senior
management, and other insiders comply with relevant
legislation and rules relating to insider trading in the
company’s shares.
11. Board remuneration
Nel’s general meeting determines the remuneration of
the board of directors based on a recommendation by
the nomination committee. Board remuneration must
reflect the board’s expertise and time investment, as
well as the complexity of the business and the fact that
Nel is a listed company. Remuneration takes the form of
a fixed annual amount and is not tied to the company’s
performance or share price.
An assessment regarding the independence of the
directors and chair of the board is set out in section 8
above.
The board remuneration for 2021 is outlined in note 7.4
to the annual accounts.
12. Remuneration of senior
management
The board prepares guidelines on the remuneration of the
company’s senior management. These guidelines, as well
as details of the remuneration packages and incentive
schemes of the CEO and other senior executives, are set
out in the note 7.2 to the annual accounts.
The guidelines on the remuneration of senior
management must be submitted to the general
meeting. The remuneration policy was approved by
the shareholders at the general meeting in 2021. The
board considers that the remuneration paid to senior
management reflects market practice and that the
remuneration packages do not include any unreasonable
terms, for example in connection with resignation or
termination of employment.
Nel ASA
I
Annual report 2021
53
In accordance with section 6-16b of the Norwegian
Public Limited Liability Companies Act, the board has
prepared a report on salary and other remuneration
to the executive management. The new remuneration
report for 2021 will be presented to the general meeting
in 2022 for an advisory note. The remuneration
report will be available on March 24, 2022, on www.
nelhydrogen.com.
The shareholdings of executive management are
outlined in note 7.2 (group).
13. Information and
communication
The company publishes a financial calendar on an annual
basis, which includes the dates of general meetings
and dates for the presentation of interim reports.
Presentation of the quarterly reports are broadcasted
through webcasts. All press releases and stock exchange
notifications are posted on the company’s website, www.
nelhydrogen.com. Stock exchange notifications are also
available at www.newsweb.no.
The company complies with all applicable disclosure laws
and practice, including equal treatment requirements.
The ability to provide information about the company in
addition to published reports is restricted under stock
exchange regulations. Inside information is only released
to persons other than primary insiders when the company
considers it necessary, and then only in accordance with
a system of insider declarations and insider lists. The
insider lists are maintained by the CFO.
Notice to general meetings of shareholders is sent directly
to shareholders with known addresses unless they have
consented to receive these documents electronically. All
information sent to the shareholders is made available on
www.nelhydrogen.com when distributed.
Nel wishes to maintain a constructive, open dialogue
with its shareholders, analysts, and the stock market in
general. The company holds regular presentations for
investors, analysts, and shareholders. The company’s
CEO is responsible for external communication and
investor relations. The CEO and chair of the board are
both authorised to speak on behalf of the company
and may delegate their authority in this regard as they
consider appropriate.
14. Company takeovers
In the event of a takeover situation, the company’s
board and management will endeavour to ensure
the equal treatment of shareholders. The board will
ensure that shareholders are given information and
time to evaluate any bona fide bid and will endeavour
to provide a recommendation to shareholders as to
whether or not the bid should be accepted. The board
and management will help ensure that there are no
unnecessary disruptions to the business in the event of a
takeover. Moreover, such a situation will be governed by
the provisions applicable to listed companies.
15. Auditor
The external auditor attends the board meeting at which
the annual financial statements are approved. As part of
the approval, the board of directors should at least once
a year review the company’s internal control procedures
with the external auditor, including weaknesses
identified by the auditor and proposals for improvement.
The external auditor participates in audit committee
meetings for the quarterly report, status of the audit
and summary of the audit of annual report. The auditor
presents an annual audit plan to the audit committee.
The board has adopted guidelines on management’s use
of the auditor for services other than auditing. The new
Public Audit Act entered into force on January 1, 2021.
Extended tasks including purchase of non-audit services
and follow-up of the external auditor are handled by
the audit committee. Non-audit services are subject to
pre-approval as defined by the audit committee. The
fee payable to the auditor is specified in note 7.3 to the
annual accounts and is categorised under the items
statutory audit, attestation and non-auditing services.
The board submits proposals regarding the fees payable
for the statutory audit to the general meeting for
approval.
54
Corporate governance
OSLO, 22 MARCH 2022
THE BOARD OF DIRECTORS
Ole Enger Beatriz Malo de Molina Charlotta Falvin
Chair Board member Board member
(Sign) (Sign) (Sign)
Finn Jebsen Hanne Blume Tom Røtjer
Board member Board member Board member
(Sign) (Sign) (Sign)
Jon André Løkke
CEO
(Sign)
Nel ASA
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Annual report 2021
55
56
6 Consolidated nancial statements
2021 Nel group
Consolidated statement of comprehensive income ........................................................................................................ 58
Consolidated statement of financial position as of 31 December .................................................................................. 59
Consolidated statement of cash flows .............................................................................................................................. 61
Consolidated statement of changes in equity .................................................................................................................. 62
Note 1.1 Corporate information ....................................................................................................................................... 64
Note 1.2 Basis of preparation ........................................................................................................................................... 64
Note 1.3 Significant accounting policies ......................................................................................................................... 65
Note 1.4 Changes in accounting policies ......................................................................................................................... 66
Note 1.5 Significant accounting judgements and estimation uncertainty.................................................................... 66
Note 2.1 Revenue from contracts with customers ......................................................................................................... 66
Note 2.2 Other operating income ..................................................................................................................................... 71
Note 2.3 Segment information ......................................................................................................................................... 72
Note 2.4 Raw materials ..................................................................................................................................................... 75
Note 2.5 Personnel expenses ........................................................................................................................................... 75
Note 2.6 operating expenses ........................................................................................................................................... 78
Note 2.7 Finance income and cost ................................................................................................................................... 78
Note 2.8 Income taxes ...................................................................................................................................................... 78
Note 2.9 Earnings per share ............................................................................................................................................. 81
Note 3.1 Intangible assets ................................................................................................................................................ 81
Note 3.2 Property, plant and equipment ......................................................................................................................... 88
Note 3.3 Leases ................................................................................................................................................................. 89
Note 3.4 Investments in associated companies and joint ventures .............................................................................. 94
Note 3.5 Non-current financial assets ............................................................................................................................. 95
Note 4.1 Inventories .......................................................................................................................................................... 96
Note 4.2 Trade receivables ................................................................................................................................................ 96
Note 4.3 Prepaid expenses and other current assets ..................................................................................................... 97
Note 4.4 Cash and cash equivalents ................................................................................................................................ 99
Note 5.1 Share capital and shareholders ........................................................................................................................ 100
Note 5.2 Long-term debt and guarantees ...................................................................................................................... 101
Note 5.3 Deferred income ................................................................................................................................................. 102
Note 5.4 Other liabilities .................................................................................................................................................... 103
Note 5.5 Provisions ............................................................................................................................................................ 103
Note 6.2 Financial risk factors .......................................................................................................................................... 107
Note 6.3 Market risk factors ............................................................................................................................................. 109
Note 6.4 Climate-related risks .......................................................................................................................................... 110
Note 6.5 Hedge accounting .............................................................................................................................................. 110
Note 6.6 Financial instruments ........................................................................................................................................ 113
Note 6.7 Contractual commitments and commitments for future investments ........................................................ 114
Note 7.1 Composition of the group .................................................................................................................................. 115
Note 7.2 Executive management remuneration ............................................................................................................. 115
Note 7.3 External audit remuneration ............................................................................................................................. 116
Note 7.4 Related parties ................................................................................................................................................... 117
Note 7.5 Events after the balance sheet date ................................................................................................................. 118
Note 7.6 Going concern .................................................................................................................................................... 118
Nel ASA
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Annual report 2021
57
Consolidated statement of
comprehensive income
(Amounts in NOK thousands) Nel group
NOTE 2021 2020
Revenue from contracts with customers
2.1, 2.3 753 096
578 333
Other operating income 2.2 44 905 73 548
Total revenue and operating income 798 001 651 881
Raw materials 2.4 551 695 393 982
Personnel expenses 2.5 472 010 329 402
Depreciation and amortisation 3.1, 3.2 103 116 91 286
Impairment of tangible and intangible assets 3.1, 3.2 4 500 71 666
Other operating expenses 2.6 249 533 180 042
Total operating expenses 1 380 854 1 066 378
Operating loss -582 853 -414 497
Finance income 2.7 28 276 1 675 567
Finance costs 2.7 -1 129 224 -16 789
Share of profit (loss) from associates and joint ventures 3.4 -35 1 242
Pre-tax income (loss) -1 683 836 1 245 523
Tax expense (-income) 2.8 -16 984 -16 357
Net income (loss) attributable to equity holders of the company -1 666 852 1 261 880
OTHER COMPREHENSIVE INCOME THAT ARE OR MAY SUBSEQUENTLY BE RECLASSIFIED TO PROFIT OR LOSS NET OF TAX
Currency translation differences -7 108 18 151
Cash flow hedges, effective portion of changes in fair value 6.5 -3 086 14 050
Cash flow hedges, reclassified 6.5 -3 244 -1 820
Comprehensive income attributable to equity holders of the company -1 680 290 1 292 261
Earnings per share (NOK) attributable to Nel shareholders 2.9 -1.15 0.92
Diluted earnings per share (NOK) attributable to Nel shareholders 2.9 -1.15 0.91
The accompanying notes are an integral part of the consolidated financial statements.
58
Consolidated nancial statements
(Amounts in NOK thousands) Nel group
ASSETS NOTE 2021 2020
NONCURRENT ASSETS
Technology 3.1 496 579 427 341
Customer relationship 3.1 32 381 44 695
Goodwill 3.1 615 184 619 731
Property, plant and equipment 3.2, 3.3 623 514 378 052
Investments in associates and joint ventures 3.4 2 298 1 289
Non-current financial assets 3.5 92 889 71 835
Total non-current assets 1 862 845 1 542 943
CURRENT ASSETS
Inventories 4.1 328 465 237 129
Trade receivables 4.2 211 408 101 449
Contract assets 2,1 178 769 127 976
Other current assets 4.3 702 728 1 794 345
Cash and cash equivalents 4.4 2 722 769 2 332 854
Total current assets 4 144 139 4 593 753
TOTAL ASSETS 6 006 984 6 136 696
The accompanying notes are an integral part of the consolidated financial statements.
Consolidated statement of
nancial position as of 31 December
Nel ASA
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Annual report 2021
59
(Amounts in NOK thousands) Nel group
EQUITY AND LIABILITIES NOTE 2021 2020
EQUITY
Share capital
5.1
292 160 281 559
Treasury shares 5.1 -81 -79
Share premium 5.1 5 596 248 4 367 306
Other capital reserves 5.1 53 422 43 937
Retained earnings 5.1 -971 636 693 563
Other components of equity 5.1 68 591 82 029
Total equity 5 038 704 5 468 316
NONCURRENT LIABILITIES
Deferred tax liabilities 2.8 48 543 55 144
Long-term debt 5.2 23 191 30 284
Lease liabilities 3.3 113 505 77 125
Deferred income 5.3 69 537 63 601
Other non-current liabilities 5.4 8 452 11 140
Total non-current liabilites 263 228 237 294
CURRENT LIABILITIES
Trade payables 132 962 81 570
Lease liabilities 3.3 19 916 14 291
Contract liabilities 2.1 360 821 193 082
Other current liabilities 5.4 103 246 67 407
Provisions 5.5 88 106 74 735
Total current liabilities 705 051 431 085
Total liabilities 968 279 668 379
TOTAL EQUITY AND LIABILITIES 6 006 984 6 136 696
The accompanying notes are an integral part of the consolidated financial statements.
Consolidated statement of
nancial position as of 31 December
60
Consolidated nancial statements
(Amounts in NOK thousands) Nel group
NOTE 2021 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Pre-tax income (loss)
-1 683 836
1 245 523
Adjustments for interest expense 2.7 3 678 4 411
Depreciation, amortisation and impairment 3.1, 3.2 107 616 162 952
Change in fair value equity instruments 2.7, 4.3 1 113 189 -1 632 006
Equity-settled share-based compensation expense 2.5 9 7 682
Change in provisions 5.5 13 371 30 974
Change in inventories 4.1 -91 336 -31 895
Change in trade receivables 4.2 -109 959 81 884
Change in trade payables 51 392 -10 627
Changes in other current assets and other liabilities 4.3, 5.4 146 416 -74 783
Net cash flow from operating activities -449 458 -215 886
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment
3.2
-258 283 -148 539
Payments for capitalised technology 3.1 -118 870 -83 659
Purchase of other investments 3.5, 4.3 -46 966 -57 880
Investments in other financial assets 3.5 -13 125 -12 998
Proceeds from sales of property, plant and equipment 3.2 26 056 0
Investments in associates and joint ventures 3.4 -1 272 -567
Sale of subsidiaries, net of cash sold 3.4 0 -19 829
Acquisition of subsidiaries, net of cash acquired 3.4 0 26 022
Proceeds from sales of other investments 3.5, 4.3 38 844 3 019
Net cash flow from investing activities -373 616 -294 430
CASH FLOWS FROM FINANCING ACTIVITIES
Interests paid
2.7
-3 678 -4 411
Gross cash flow from share issues 5.1 1 255 103 2 383 259
Transaction costs from share issues 5.1 -15 562 -68 297
Proceeds from new loan 5.2 0 16 395
Payment of lease liabilities 3.3 -15 467 -10 915
Payment of non-current liabilities 5.2 -4 464 -2 320
Net cash flow from financing activities 1 215 932 2 313 710
Effect of exchange rate changes on cash -2 943 3 478
Net change in cash and cash equivalents 389 915 1 806 872
Cash balance as of 01.01 4.4 2 332 854 525 982
Cash balance as of 31.12 4.4 2 722 769 2 332 854
The accompanying notes are an integral part of the consolidated financial statements.
Consolidated statement
of cash ows
Nel ASA
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Annual report 2021
61
(Amounts in NOK thousands) Nel group
SHARE
CAPITAL
TREASURY
SHARES
SHARE
PREMIUM
OTHER
RESERVE
RETAINED
EARNINGS
CURRENCY
TRANSLATION
DIFFERENCE
HEDGING
RESERVE
TOTAL
EQUITY
Equity as of 31.12.2019 244 421 -14 2 089 418 36 256 -575 112 52 435 -786 1 846 618
Total comprehensive income 1 261 880 18 151
12 230 1 292 261
Increase of capital 2020
37 139 2 277 822 2 314 961
Options and share program
-65 65 7 681 7 681
Other changes
6 795 6 795
Equity as of 31.12.2020 281 559 -79 4 367 306 43 937 693 563 70 585 11 444 5 468 316
Total comprehensive income -1 666 852 -7 108
-6 330 -1 680 290
Increase of capital 2021 10 600 1 228 940 1 239 541
Options and share program -1 1 9 485 9 485
Other changes 1 653 1 653
Equity as of 31.12.2021 292 160 -81 5 596 248 53 422 -971 636 63 477 5 114 5 038 704
Consolidated statement
of changes in equity
OSLO, 22 MARCH 2022
THE BOARD OF DIRECTORS
Ole Enger Beatriz Malo de Molina Charlotta Falvin
Chair Board member Board member
(Electronically signed) (Electronically signed) (Electronically signed)
Finn Jebsen Hanne Blume Tom Røtjer
Board member Board member Board member
(Electronically signed) (Electronically signed) (Electronically signed)
Jon André Løkke
CEO
(Electronically signed)
62
Consolidated nancial statements
1.1 Corporate information
Nel ASA (Nel) is a global, dedicated hydrogen company,
delivering optimal solutions to produce, store and
distribute hydrogen from renewable energy. The
group serves industry, energy and gas companies with
leading hydrogen technology. The group had more
than 500 own employees at the end of 2021. Since its
origins in 1927 as part of Norsk Hydro, Nel has a proud
history of development and continuous improvement
of hydrogen plants. Our hydrogen solutions cover the
value chain from hydrogen production technologies to
manufacturing of hydrogen fueling stations, providing
all fuel cell electric vehicles (FCEVs) with the same fast
fueling and long range as conventional vehicles today.
The group has two divisions: Nel Hydrogen Electrolyser
and Nel Hydrogen Fueling.
The ultimate parent of the group Nel ASA (org. no 979
938 799) was formed in 1998, incorporated in Norway.
Nel ASA is a Norwegian public limited liability company
listed on the Oslo Stock Exchange. The group’s head
office is in Karenslyst allé 49, N-0279 Oslo, Norway.
1.2 Basis of preparation
The group’s consolidated financial statements have
been prepared in accordance with International Financial
Reporting Standards (IFRS) as adopted by the European
Union (EU).
Accounts are based on the principle of historical cost,
except for certain financial instruments, which are
measured at fair value.
The consolidated financial statements are presented in
Norwegian kroner (NOK). The functional currency of Nel
ASA is NOK.
All values are rounded to the nearest thousand, unless
when indicated otherwise. As a result of rounding
differences numbers or percentages may not add up to
the total. The financial statements are prepared based
on a going concern assumption.
The consolidated financial statements were approved by
the Board of Directors and the Chief Executive Officer on
March 22, 2022.
Denition and applying of materiality
judgements in preparation of these
consolidated nancial statements
These consolidated financial statements aim to
provide useful financial information which increase
the understandability of Nel and its performance. To
meet the information needs of its primary users, Nel
apply materiality judgments which are necessary to
meet this objective, and Nel has made such judgments
related to recognition, measurement, presentation
and disclosures. Within these consolidated financial
statements information is considered material if
omitting, misstating or obscuring it could reasonably be
expected to influence decisions taken by primary users
based on the information provided. In practice this will
lead to Nel omitting certain information if it is assessed
it will obscure the material information. The materiality
judgments are reassessed at each reporting date and
updated based on changed facts and Nel specific
circumstances.
Basis of consolidation
The consolidated financial statements comprise the
financial statements of the parent company and its
subsidiaries as of 31 December 2021. Consolidation of a
subsidiary begins when the group obtains control over
the subsidiary and ceases when the group loses control
of the subsidiary. Control is achieved if, and only if, the
group has power over the investee, is exposed to, or
has rights to, variable returns from its involvement with
the investee, and has the ability to affect those returns
through its power over the investee.
Generally, there is a presumption that a majority
of voting rights result in control. To support this
presumption and when the group has less than a
majority of the voting or similar rights of an investee, the
group considers all relevant facts and circumstances
in assessing whether it has power over an investee,
including: i) The contractual arrangement with the other
vote holders of the investee, ii) Rights arising from other
contractual arrangements and iii) The group’s voting
rights and potential voting rights.
6.1 Notes to the consolidated
nancial statements
64
Notes to the consolidated nancial statements 2021
The group re-assesses whether or not it controls an
investee if facts and circumstances indicate that there
are changes to one or more of the three elements of
control. Assets, liabilities, income and expenses of a
subsidiary acquired or disposed of during the year are
included in the consolidated financial statements from
the date the group gains control until the date the group
ceases to control the subsidiary.
Profit or loss and each component of other
comprehensive income (OCI) are attributed to the equity
holders of the parent of the group. There are no non-
controlling interests in the Group as all subsidiaries are
100 % owned. When necessary, adjustments are made
to the financial statements of subsidiaries to bring their
accounting policies into line with the group’s accounting
policies. All intra-group assets and liabilities, equity,
income, expenses and cash flows relating to transactions
between members of the group are fully eliminated upon
consolidation.
A change in the ownership interest of a subsidiary,
without a loss of control, is accounted for as an equity
transaction. If the group loses control over a subsidiary,
it derecognises the related assets (including goodwill),
liabilities and other components of equity while any
transaction gain or loss is recognised in statement of
comprehensive income.
Foreign exchange and currency
Transactions and balances
Transactions in foreign currencies are converted
to functional currency to the exchange rate on the
transaction date. Exchange rate gains and losses are
recognised within ‘finance income’ and ‘finance cost’,
respectively, in the profit or loss. Foreign currency
monetary items are translated into functional currency
using the balance sheet closing rates. Non-monetary
items that are measured in terms of historical cost
in a foreign currency continue to be translated using
the exchange rate that prevailed at the date of the
transaction. Non-monetary items that are measured at
fair value in a foreign currency are translated using the
exchange rates that prevailed at the date when the fair
value was measured.
All foreign currency translations are recognised in profit
or loss as finance cost except for foreign currency
translations where a hedging relationship exists,
and hedge accounting has been applied. Additional
information is provided in note 6.2.
Consolidation of subsidiaries
The individual financial statements of a subsidiary are
prepared in the subsidiary’s functional currency. In
preparing the consolidated financial statements, the
statement of comprehensive income items from the
subsidiaries are converted to NOK using the respective
monthly average exchange rates, while statement
of financial position items is converted using the
rate at year-end. Exchange rate gains and losses are
recognised net within Other comprehensive income
and accumulated in Currency translation differences in
‘Other components of equity’.
Statement of comprehensive income
The Group present a single statement of ‘Consolidated
statement of comprehensive income’ which comprise all
components of profit or loss, OCI and the comprehensive
income for the period.
Statement of cash ows
The Group uses the indirect method for the presentation
of the cash flow statement.
1.3 Signicant accounting
policies
Accounting policies and estimate uncertainty are largely
incorporated into the individual notes.
Table of contents for where the significant policies are
elaborated.
Revenue from contracts with customers 2.1
Research and development 3.1
Goodwill 3.1
Property, plant and equipment 3.2
Leases 3.3
Investment in associates and joint ventures 3.4
Inventories 4.1
Trade receivables 4.2
Government grants 5.3
Provisions 5.5
Derivative financial instruments and hedge
accounting 6.5
Nel ASA
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Annual report 2021
65
1.4 Changes in accounting
policies
A few amendments to IFRS have been implemented
for the first time in 2021. The amendments did not
have any material impact for the Group. In addition,
several amendments to IFRS are issued up to the date
of issuance of the consolidated financial statements but
are not yet effective. The Group has not applied the new
IFRSs and the impact of applying the amendments is
not expected to have a material impact on the Group’s
financial statements.
1.5 Signicant accounting
judgements and estimation
uncertainty
The preparation of financial statements requires
management to make judgements and estimates that
influence amounts recognised in certain accounts for
assets, liabilities, income and expenses. The actual
results may deviate from such assumptions. Estimates
and underlying assumptions are subject to continuous
assessment.
Judgements
The following are Nel’s accounting policies that involves
significant judgement and complexity which have most
significant effect on the amounts recognised in the
consolidated financial statements, including reference to
where it is discussed:
Revenue recognition 2.1
Deferred tax assets 2.8
Development costs 3.1
Leases 3.3
Assumptions and estimation uncertainty
Revenue recognition 2.1
Share-based payments 2.5
Impairment of goodwill and intangible assets 3.1
2.1 Revenue from contracts
with customers
The revenue in Nel is from sale of both complete
hydrogen electrolyser systems and hydrogen fueling
stations, including installation, commissioning, and
long-term service agreements. Additionally, Nel earn
revenue from replacement parts and accessories in
the aftermarket. Project execution is key in Nel’s large
construction projects.
The group’s revenues result from the sale of goods or
services and reflect the consideration to which the group
is and expect to be entitled. IFRS 15 requires the group to
assess revenue recognition based on a five-step model.
For its customer contracts, the group identifies the
performance obligations (goods or services), determines
the transaction price, allocates the contract transaction
price to the performance obligations, and recognises the
revenue when (or as) the performance obligations are
satisfied.
Revenue recognition is determined on a contract-
by-contract basis by determining the terms and
performance obligations given in a specific contract.
Based on the specific contract and its obligations,
revenue under IFRS 15 is either recognised at a point
in time or over time, 64% (52%) and 36% (48%) of
revenue in 2021, respectively. Revenue is recognised
over-time using the method that best depicts the pattern
of the transfer of control over time. The method applied
is the cost-to-cost input method, adjusted as time and
goods are delivered to the customer. Contract costs are
expensed as incurred.
66
Notes to the consolidated nancial statements 2021
Signicant accounting judgements – revenue recognition
The Group applied the following judgements that
significantly affect the determination of the i) timing
and ii) amounts of revenue from contracts with
customers:
i) Timing
Performance obligations
In determining whether revenue from specific contract
can be classified as customised and in turn recognised
using a progress-based measurement, several criteria
must be evaluated. The first criterion is related to
alternative use. Manufacturing a customised product
or piece of equipment for a specific customer that
would require significant cost to modify to be able to
transfer it to another a customer, then the contract
would likely meet the criteria of alternate use. The
other important criterion is that an enforceable right to
payment exists in the contract between the group and
the customer. Right to payment entails that the group
has a right to receive payment from the customer if
the contract would be terminated. Upon termination
at a certain time, the group should be able to recover
costs incurred and a reasonable margin.
Determining whether revenue from a contract should
be recognised over time or at point in time could have
a significant effect on the financial statements and
are to some extent dependent upon judgements from
management.
Estimation uncertainty – revenue recognition
Total contract costs
In a customised customer project, Nel uses cost-to-
cost input method when measuring progress; thus, the
total cost estimates can significantly impact measured
progress and revenue recognition. The total project
cost comprises estimates on the ability to execute the
planned engineering and design phase, the availability
of skilled resources, performance of subcontractors,
foreign currency and Nel’s manufacturing capacity,
productivity and quality.
ii) Amount
Liquidated damages (LDs)
LDs are penalties for not achieving defined milestones
on time. LDs are common in construction contracts.
As the payment to the customer is not in exchange
for a distinct good or service that transfers to Nel,
LD’s must be accounted for as a reduction revenue.
If a project does not meet the defined milestone in a
contract, a provision reducing the transaction price
is made unless it is highly probable that LD will not
be imposed. The estimated LD provision is highly
judgmental. The assessment of the LD provision is
based on experience from similar LD situations in
addition to client relationship, contractual position
and status on negotiations. Nel estimates variable
consideration using the most likely amount.
Nel ASA
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Annual report 2021
67
Type of goods or services
The group generates revenue from customer contracts
from two principal sources: i) Equipment and projects
and ii) Service and aftermarket. The equipment and
projects sales are generated from both standard and
customised equipment.
Standard equipment
The group recognises revenue at the point in time
at which it satisfies a performance obligation by
transferring the control of a good or service to the
customer, generally this upon agreed incoterms, which is
mainly at shipment. The customer has control of a good
or service when it has the ability to direct the use of and
obtain substantially all of the remaining benefits from
the good or service. If customer acceptance of products
is not assured, revenue is recorded only upon formal
customer acceptance.
The point in time measurement basis for standard
equipment has been the main method of recognising
revenue in Fueling divison, Electrolyser US division and
aftermarket segment in the Electrolyser Norway division.
Customised equipment
Most of Nel’s revenue stems from sale of standard
equipment, however, certain customer contracts
require customisation of the equipment. Such sale of
customised equipment is recognised as revenue over-
time if the equipment cannot be sold to other customers
without significant re-work and Nel has an enforceable
right to payment for performance completed to date.
Projects
The project contracts typically comprise
equipment (standard product or customised),
design, siting, installation and commissioning of the
equipment
Electrolyser. Revenue from sale of customised
equipment and projects is determined to be a bundle
of goods where all of the components constitute the
combined output, i.e. one performance obligation. The
performance obligation is satisfied over time and Nel
recognise revenue over the period the performance
obligation is satisfied, using a cost-to-cost input method
that best depicts the pattern of the transfer of control
over time. The contracts have mainly firm contract
price including clauses for penalties (LDs). Additionally,
contracts usually include service agreement and
extended warranty for a specific period. Both service and
extended warranty are separate performance obligations
satisfied over 12 months or more, refer service and
aftermarket.
The progress-based measurement of revenue has
been the main method of recognising revenue from
electrolyser projects of large-scale electrolyser systems.
Fueling. Sale of fueling equipment often include a
standard installation service and commissioning,
each assessed as individual performance obligation.
Revenue recognition for equipment depends on an
assessment of whether the equipment is standard or
customised. Revenue for installation and commissioning
is recognised over-time measuring progress using input
method cost-to-cost.
In the circumstance that the unavoidable costs directly
related to project is expected to exceed the economic
benefits expected to be received under the contract,
the estimated loss on the contract will be recognised
in its entirety in the period when such loss is identified.
Additional information for onerous contracts is disclosed
in note 5.5 ‘Provisions’.
Service and aftermarket
Service and aftermarket comprise operations and
maintenance (O&M), extended warranty, repair,
replacement parts and accessories.
For separately sold operating and maintenance
contracts where the group has agreed to provide routine
maintenance services over a period of time for a fixed
price, revenue is recognised on a straight-line basis over
the contract period as the stand-ready obligation is time
elapsed.
For sales of replacement cell stacks and accessories,
revenue is recognised when performance obligation is
satisfied, generally upon delivery of the replacement
parts and accessories.
68
Notes to the consolidated nancial statements 2021
The following table show the revenue from contracts with customers by type of goods or service:
2021 2020
SEGMENTS FUELING ELECTROLYSER TOTAL FUELING ELECTROLYSER TOTAL
Type of goods or service
Equipment and projects
227 866 372 300 668 534 220 256 232 049 452 305
Service and aftermarket
96 485 56 086 84 562 81 856 44 173 126 029
TOTAL Revenue from contracts with customers
324 710 428 386 753 096 302 111 276 222 578 333
Timing of revenue recognition
Revenue recognised at point in time
227 866 219 820 479 117 83 997 216 731 300 728
Revenue recognised over time
96 485 208 566 273 979 218 114 59 491 277 605
TOTAL Revenue from contracts with customers
324 710 428 386 753 096 302 111 276 222 578 333
Contract balances
Equipment contracts with a customer will have
milestone payments with variable structures. The
contract price will be invoiced when certain criteria are
met. A typical milestone structure could be contract
acceptance, placement of major supplier purchases,
delivery/shipment and complete installation and
commissioning. The payment structure of the contracts
typically results in advance payments and progress
billings exceed the satisfaction of performance
obligations in progress. Consequently, creating a net
contract liability. In certain circumstances based on the
order value, credit worthiness of geographic location,
the group may require payment in advance of shipment.
The group does not accept returns of product or provide
customers refunds or other similar concessions.
Contract assets
A contract asset is the right to consideration in exchange
for goods or services transferred to the customer. If the
group performs by transferring goods or services to a
customer before the customer pays consideration or
before payment is due, a contract asset is recognised
for the earned consideration that is conditional. As of
the balance sheet date, the cumulative costs incurred
plus recognised profit (less recognised loss) on each
contract is compared against the advances and progress
billings. Where the cumulative costs incurred plus the
recognised profits (less recognised losses) exceed
advances and progress billings, the balance is presented
as due from customers on construction contracts within
“contract assets”. When the contract assets become an
unconditional right to consideration they are reclassified
and presented separately as trade receivables, usually
when invoices are issued to the customers.
Contract liabilities
A contract liability is the obligation to transfer goods or
services to a customer for which the group has received
consideration (or an amount of consideration is due)
from the customer. If a customer pays consideration
before the group transfers goods or services to the
customer, a contract liability is recognised when the
payment is made, or the payment is due (whichever is
earlier). Contract liabilities are recognised as revenue
when the group performs under the contract. Where
advances and progress billings exceed the cumulative
costs incurred plus recognised profits (less recognised
losses), the balance is presented as due to customers on
construction contracts within “contract liabilities”.
CONTRACT BALANCES
2021 2020
CONTRACT
ASSETS
CONTRACT
LIABILITY TOTAL
CONTRACT
ASSETS
CONTRACT
LIABILITY TOTAL
Rights to consideration on contracts in progress
477 688 332 324 810 011 518 820 151 178 669 999
Less - advances and progress billings
-298 919 -693 145 -992 063 -390 845 -344 260 -735 105
TOTAL Contract assets (liabilities)
178 769 -360 821 127 976 -193 082
Nel ASA
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Annual report 2021
69
CONTRACT ASSETS 2021 2020
Balance as of 01.01.
127 976 37 103
Transfers from contract assets recognised at the beginning of the period to receivables
-103 613 -19 313
Increases due to measure of progress in the period
161 251 110 185
Revaluation
-6 845 0
Balance as of 31.12.
178 769 127 976
CONTRACT LIABILITIES 2021 2020
Balance as of 01.01.
-193 082 -147 481
Revenue from amounts included in contract liabilities at the beginning of the period
129 125 147 481
Billings and advances received not recognised as revenue in the period
-292 133 -192 864
Basis adjustment - effect of hedge accounting
-4 731 -217
Balance as of 31.12.
-360 821 -193 082
Order backlog
The performance obligations in contracts with
customers vary from a few months to 4 years. The order
backlog as of December 31, 2021, was NOK 1 230.1
million (2020: NOK 981.1 million). The transaction price
allocated to the remaining performance obligations is
illustrated in table below:
AS OF 31.12.2021 2022 2023 2024 2025 OR LATER TOTAL BACKLOG
Partly unsatisfied performance obligations
683 249 176 416 62 818 3 758 926 241
Unsatisfied performance obligations
249 737 28 557 15 544 10 026 303 864
TOTAL backlog
932 986 204 973 78 362 13 784 1 230 105
AS OF 31.12.2020 2021 2022 2023 2024 OR LATER TOTAL BACKLOG
Partly unsatisfied performance obligations
470 251 280 460 12 777 7 924 771 412
Unsatisfied performance obligations
165 948 25 921 14 464 3 356 209 688
TOTAL backlog
636 199 306 380 27 241 11 280 981 100
Revenue recognised in 2021 for performance obligations delivered in prior years due to revenue being constrained was
NOK 0 (2020: 0).
70
Notes to the consolidated nancial statements 2021
2.2 Other operating income
OTHER OPERATING INCOME 2021 2020
Government grants
14 679 51 132
Research and design study reports
25 637 19 059
Sub-lease
1 920 2 379
Gain and loss on disposal of property, plant and equipment
2 254 0
Other income
416 978
TOTAL Other operating income
44 905 73 548
Government grants within ‘other operating income’
SEGMENT COUNTRY 2021 2020
Electrolyser United States
0 14 664
Electrolyser Norway
466 19 774
Fueling Denmark
14 213 16 693
TOTAL
14 679 51 132
Government grants related to assets, amortised
14 679 36 468
Government grants related to income
0 14 664
TOTAL
14 679 51 132
NOK 0.0 (14.7) million of the government grants recognised within ‘other operating income’ are related to COVID-19.
Nel ASA
I
Annual report 2021
71
2.3 Segment information
Nel operates within two operating segments, Nel
Hydrogen Fueling and Nel Hydrogen Electrolyser. The
identification of segments in the group is made based
on the different products the division offers as well as
geographical areas the divisions operate in.
Nel Hydrogen Fueling
Nel Hydrogen Fueling is a leading manufacturer of
hydrogen fueling stations that provide FCEVs (Fuel Cell
Electric Vehicles) with the same fast fueling and long
range as conventional fossil fuel vehicles. Since Nel
began manufacturing hydrogen fueling stations in 2003,
we have invested significantly in R&D. Today, Nel is one
of the global leaders on hydrogen fueling stations for
mobility applications. The H2Station® technology is now
being installed in several European countries as well as
in South-Korea and California, U.S., providing hydrogen
fueling for FCEVs from major car manufacturers, as well
as forklifts, buses and trucks.
Nel was among the first to achieve compliance with
the international hydrogen fueling standard (SAE
J2601) required by major car manufacturers. With the
H2Station® technology, the ambition is to maintain
the position as a preferred supplier for international
hydrogen fueling infrastructure operators. Nel’s
Hydrogen Fueling division has global footprint, with
delivery of more than 120 H2Station® solutions
worldwide to 14 countries since 2003.
Nel’s H2Station® manufacturing plant is located
in Herning, Denmark. It has an annual production
capacity of 300 hydrogen stations per year. Combining
technology innovations with increased manufacturing
capacity should enable Nel to further reduce the cost of
hydrogen fueling station equipment.
Nel Hydrogen Electrolyser
The Nel Hydrogen Electrolyser division is a global
supplier of hydrogen production equipment and plants
based on both alkaline and PEM water electrolyser
technology. The operating segment dates back to 1927,
when Norsk Hydro developed large-scale electrolyser
plants, providing hydrogen for use in ammonia
production with fertilizer as the end-product. Since
then, the electrolyser technology has been improved
continuously, and Nel Hydrogen Electrolyser has
accumulated unique experience and knowledge about
hydrogen fueling stations and power-to-gas systems.
Nel’s Hydrogen Electrolyser division is responsible
for delivery of complete hydrogen plants. Nel has a
global reach through own sales representatives and
an extensive agent network. Since 1927 Nel Hydrogen
Electrolyser has delivered more than 800 alkaline and
2,700 PEM electrolysers, delivered to more than 80
countries worldwide.
Nel Hydrogen Electrolyser currently has production
facilities in Herøya, Norway, and in Wallingford,
Connecticut, USA. Nel has expanded electrolyser
production to accommodate large-scale projects by
constructing a fully automated manufacturing facility
at Herøya, Norway, which opened during 2021. The
capacity of the facilities is 500 MW annually for the initial
investments and can be expanded to 2 000 MW.
The executive management group is the chief operating
decision maker (CODM) and monitors the operating
results of its operating segments separately for the
purpose of making decisions about resource allocation
and performance assessment. Segment performance
is evaluated based on profit or loss and is measured
consistently with profit or loss in the consolidated
financial statements.
Billing of goods and services between operating
segments are effected on an arm’s length basis.
72
Notes to the consolidated nancial statements 2021
2021 OPERATING SEGMENTS
REVENUES BY GEOGRAPHIC REGION
BASED ON CUSTOMER LOCATION FUELING ELECTROLYSER OTHER
1
TOTAL
Norway
538 4 479 0 5 017
United States
203 794 161 805 0 365 599
North America ex United States
9 937 3 618 0 13 555
Asia
38 612 42 543 0 81 155
Europe ex Norway
64 285 204 750 0 269 034
Middle East
0 9 216 0 9 216
Africa
0 1 663 0 1 663
South America
0 2 085 0 2 085
Oceania
0 5 771 0 5 771
TOTAL REVENUE FROM CONTRACTS WITH CUSTOMERS 317 165 435 930 0 753 096
Other operating income
14 589 30 316 0 44 905
Operating expenses
-500 721 -675 928 -96 589 -1 273 238
EBITDA
-168 967 -209 681 -96 589 -475 237
Depreciation and amortisation
-39 886 -56 385 -6 845 -103 116
Impairment of tangible and intangible assets
0 -4 500 0 -4 500
OPERATING LOSS
-208 852 -270 566 -103 434 -582 853
Finance income
18 64 28 194 28 276
Finance costs
-5 390 -240 -1 123 595 -1 129 224
Share of loss from associates and joint ventures
0 0 -35 -35
Tax income (expense)
10 175 5 885 924 16 984
PRE-TAX INCOME (LOSS)
-204 049 -264 857 -1 197 946 -1 666 851
TOTAL ASSETS
1 038 376 1 842 253 3 126 354 6 006 984
TOTAL LIABILITIES
276 511 644 274 47 494 968 279
1)
Other and eliminations comprises parent company, holding entity, excess values on intangible assets and related depreciation and tax expense (income)
derived from the consolidation of the financial statements not allocated to the operating segments.
In 2021, revenue from single customers above 10% of
total revenues include Iberdrola and Iwatani, recognised
revenue of NOK 128.4 and NOK 157.0, respectively.
No single customers have revenues above 10% of total
revenues for the group in 2020.
Nel ASA
I
Annual report 2021
73
(Amounts in NOK thousands)
2020 OPERATING SEGMENTS
REVENUES BY GEOGRAPHIC REGION
BASED ON CUSTOMER LOCATION FUELING ELECTROLYSER OTHER
1
TOTAL
Norway
9 916 2 809 0 12 725
United States
116 905 114 312 0 231 218
North America ex United States
0 16 218 0 16 218
Asia
105 702 35 424 0 141 126
Europe ex Norway
65 305 58 788 0 124 094
Middle East
0 11 823 0 11 823
Africa
0 28 004 0 28 004
South America
0 1 200 0 1 200
Oceania
0 11 926 0 11 926
TOTAL REVENUE FROM CONTRACTS WITH CUSTOMERS
297 829 280 504 0 578 333
Other operating income
16 515 57 033 0 73 548
Operating expenses
-418 866 -424 115 -60 445 -903 426
EBITDA
-104 522 -86 578 -60 445 -251 545
Depreciation and amortisation
-31 578 -23 433 -36 275 -91 286
Impairment of tangible and intangible assets
0 -71 666 0 -71 666
OPERATING LOSS
-136 100 -181 677 -96 720 -414 497
Finance income
64 53 1 675 450 1 675 567
Finance costs
-3 871 -5 956 -6 962 -16 789
Share of loss from associates and joint ventures
2 587 0 -1 344 1 242
Tax income (expense)
8 905 0 7 452 16 357
PRE-TAX INCOME (LOSS)
-128 415 -187 581 1 577 876 1 261 880
TOTAL ASSETS
883 814 1 256 306 3 996 576 6 136 696
TOTAL LIABILITIES
337 843 289 519 41 017 668 379
1)
Other and eliminations comprises parent company, holding entity, excess values on intangible assets and related depreciation and tax expense (income)
derived from the consolidation of the financial statements not allocated to the operating segments.
PROPERTY, PLANT AND EQUIPMENT GEOGRAPHICAL AREA 2021 2020
Norway
461 994 210 548
Denmark
106 262 114 489
USA
49 919 48 622
South Korea
5 339 4 392
Balance as of 31.12.
623 514 378 052
The allocation of property, plant and equipment is based on the geographical location of the assets.
74
Notes to the consolidated nancial statements 2021
2.4 Raw materials
(Amounts in NOK thousands)
2021 2020
Raw material 528 699 370 872
Freight expense 12 346 13 306
Other consumables 10 650 9 804
TOTAL 551 695 393 982
2.5 Personnel expenses
(Amounts in NOK thousands)
2021 2020
Salaries 384 497 261 720
Social security tax 37 544 26 433
Pension expense 22 926 16 932
Other payroll expenses
1)
27 042 24 317
TOTAL 472 010 329 402
1)
Included here are expenses amounting to NOK 8.9 million (8.6 in 2020) related to the Group’s share option program.
2021 2020
Average number of full time employees 486 360
Hereof women 90 68
Share option program
To incentivize and retain key employees, Nel currently
have a share-based incentive plans, a share option
program. The share option program is groupwide and
includes all employees in the group. All options have
only service-time based vesting conditions. Vesting
requires the option holder still to be an employee in the
Group. The share-based payment is equity-settled. Each
option, when exercised, will give the right to acquire one
share in the Group. The options are granted without
consideration.
Options granted July 2019:
A total of 11.1 million share options were granted.
Pursuant to the vesting schedule, 40% of the options
will vest two years after the day of grant, and 60% of the
options will vest three years after the day of grant. The
exercise price is equal NOK 7.8 per share based on the
average price of the Nel ASA share price the five trading
days before grant date (NOK 7.22) and including an 8%
premium. Gain per instrument is capped at NOK 5.00
maximum per share option. The options that have not
been exercised will lapse 4 years after the date of grant.
Options granted July 2020:
A total of 12.8 million share options were granted.
Pursuant to the vesting schedule, 40% of the options
will vest two years after the day of grant, and 60% of the
options will vest three years after the day of grant. The
exercise price is equal NOK 21.72 per share based on the
average price of the Nel ASA share price the five trading
days before grant date (NOK 20.11) and including an 8%
premium. Gain per instrument is capped at NOK 5.00
maximum per share option. The options that have not
been exercised will lapse 4 years after the date of grant.
Options granted July 2021:
A total of 7.8 million share options were granted. Pursuant
to the vesting schedule, 40% of the options will vest two
years after the day of grant, and 60% of the options will
vest three years after the day of grant. The exercise price
is equal NOK 15.125 per share based on the average price
of the Nel ASA share price the five trading days before
grant date (NOK 14.00) and including an 8% premium.
Gain per instrument is capped at NOK 10.00 maximum
per share option. The options that have not been
exercised will lapse 4 years after the date of grant.
Nel ASA
I
Annual report 2021
75
Assumptions, costs and social security
provisions
The Group uses the Black-Scholes-Merton option pricing
model at time of grant to determine the impact of stock
option grants in accordance with IFRS 2 - Share-based
payment. The model utilises the following parameters as
input:
the company’s share price
the strike price of the options
the expected lifetime of the options
the risk-free interest rate equalling the expected
lifetime
the volatility associated with the historical price
development of the underlying share
As all employee options granted are “non-transferable”,
and the gains are taxed with personal income tax
(higher), whereas gains on ordinary shares are taxed
with capital gains tax (lower), it is reasonable to assume
that participants tend to exercise early. Hence estimated
lifetime of the options is expected to be shorter than the
time from grant until expiry. However, exercise patterns
are monitored frequently and expected option lifetime
for future grants will reflect exercise behaviour.
To estimate the volatility in the option pricing model
comparable companies have been used. Nel does have
sufficient traded history, however – the company has
been through a rapid development in recent years and
the assumption made at grant was that traded history
the previous years was not the best estimate for the
future years. Hence, volatility input to the Black-Scholes-
Merton model is based on a group of peer companies.
Further the total fair value of the share-based
instruments is amortised over the vesting period of the
instrument. IFRS 2 presumes that the fair value of the
services expected to be received is the same as the fair
value of the equity instruments granted at grant date.
Therefore, although the services are recognised over the
vesting period, they are measured only once, at grant
date, unless the arrangement is modified.
Social security tax provisions are accrued on a quarterly
basis and becomes payable at exercise of the options.
The social security tax provisions are estimated based
on the gain on the share-based instruments multiplied
with the relevant social security tax rate.
The total expense recognised for the share-based
programs, excluding social security, during 2021 was
NOK 9.5 (7.7) million. The total social security accruals
at the end of the year are NOK 0.70 (1.26) million (social
security costs on exercised options has been paid in
connection with the relevant exercises, hence taken out
of the accruals accounts). The total intrinsic value of the
company’s share-based instruments is NOK 37.9 (183.1)
million as of 31 December 2021.
Key assumptions option pricing model
Volatility: 63.04%
Interest rate 0.96%
Dividend: 0.00
ESTIMATION UNCERTAINTY - Share-based payments
Estimating fair value for share-based payment transactions requires determination of the most appropriate
evaluation model, which depends on the terms and conditions of the grant. This estimate also requires
determination of the most appropriate inputs to the valuation model including the expected life of the share
option or appreciation right, volatility and dividend yield and making assumptions about them.
The group initially measures the cost of cash-settled transactions with employees using a binomial model to
determine the fair value of the liability incurred. For cash-settled share-based payment transactions, the liability
needs to be remeasured at the end of each reporting period up to the date of settlement, with any changes in fair
value recognised in profit or loss. This requires a reassessment of the estimates used at the end of each reporting
period. For the measurement of the fair value of equity-settled transactions with employees at the grant date. The
group has considered only hold equity instruments.
76
Notes to the consolidated nancial statements 2021
(amounts in NOK thousands and number of options/shares in thousands)
SHARE OPTION
PROGRAM
OPENING
BALANCE GRANTED EXERCISED FORFEITED
CLOSING
BALANCE
STRIKE
PRICE VALUE
1
REMAINING
CONTRACT UAL
LIFE
July 2018 tranche B
2)
60 0 -60 0 0 3.24 5.00 0.50
July 2019
2)
9 435 0 -3 442 -961 5 032 7.80 5.00 1.51
July 2020
2)
12 311 0 0 -1 495 10 816 21.72 0 2.52
July 2021
2)
0 7 768 0 -181 7 588 15.13 0 3.63
TOTAL
21 806 7 768 -3 501 -2 637 23 436
VESTED
2
EXPIRY
2
NAME 2021 2022 2023 2024 TOTAL 2023 2024 2025
EXPENSE
FOR THE
PERIOD
3
Kjell Christian Bjørnsen
0 128 254 93 476 0 321 155 197
Anders Søreng
0 309 248 93 650 185 310 155 313
Filip Smeets
0 128 254 93 476 0 0 476 197
Robert Borin
4)
0 0 0 0 0 0 0 0 0
Jørn Rosenlund
0 316 254 93 663 188 320 155 314
Hans Hide
0 306 254 96 656 180 316 160 308
Stein Ove Erdal
0 320 274 96 690 180 350 160 326
Caroline Duyckaerts
0 0 62 93 155 0 0 155 39
Other employees
46 7 805 7 924 3 896 19 670 4 299 8 879 6 493 7 791
TOTAL
46 9 313 9 525 4 553 23 436 5 032 10 496 7 908 9 486
1)
The value of the share options equals share price less strike price, capped at NOK 5.0 for 2019 and 2020 program, and NOK 10.0 for 2021 program.
2)
All share options are granted, vested and expired at the beginning of July in a given fiscal year, expect for share option program 2021 which is August.
3)
Cost of period does not include social security
4)
Employed in Nel from April 2021
No share options expired during the period. The first
expiry date is 1. July 2023 for the options granted July
2019.
The weighted-average share price at the date of exercise
in 2021 was 13.8 (15.4). As shown in the table above, the
share options exercised during 2021 had a strike price of
mainly 7.8. Employee benefits were capped at NOK 5 or
share price 12.8.
Pensions
The group has defined contribution pension scheme for
its employees. This scheme is funded through payments
to insurance companies. A defined contribution plan
is one under which the group pays fixed contributions
to a separate legal entity. The group has no legal or
constructive obligations to pay further contributions
if the fund does not hold sufficient assets to pay all
employees the benefits relating to employee service in
the current and prior periods. For defined contribution
plans, the group pays contribution to publicly- or
privately administered pension insurance plans on an
obligatory, contractual or voluntary basis. The group has
no further payment obligations once the contributions
have been paid. The contributions are recognised as a
salary expense when they fall due. Prepaid contributions
are recognised as an asset to the extent that a cash
refund or a reduction in the future payments is available.
The parent company and the Norwegian subsidiaries
have pension plans that meet the requirements of
the Pension Act of Norway. The Danish and the US
subsidiary have pension plans that meet their respective
requirements.
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Annual report 2021
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2.6 Other operating expenses
(Amounts in NOK thousands)
2021 2020
Research and development expenditure
21 378 12 936
Utilities
17 682 12 504
Selling and administrative expenses
63 043 56 277
Professional fees
75 644 41 890
Travel expenses
20 480 12 950
IT and communication costs
17 836 16 573
Provision for potential fine
0 20 000
Other expenses
33 470 6 911
TOTAL Other operating expenses
249 533 180 042
2.7 Finance income and cost
(Amounts in NOK thousands)
2021 2020
Interest income
19 735 14 356
Change in fair value financial instruments
7 586 1 632 006
Reversal expected credit loss
0 22 443
Gain on loss of control of subsidiary
0 6 372
Other
954 390
Finance income
28 276 1 675 567
Interest expense
1 140 800
Interest expense lease liabilities
8 792 8 792
Capitalised interest
-5 902 -5 181
Net foreign exchange loss
3 526 11 967
Change in fair value financial instruments
1 120 776 0
Other
893 412
Finance cost
1 129 224 16 789
Net finance income (cost)
-1 100 948 1 658 777
The change in fair value financial instruments is mainly due to change in fair value of Nel’s shareholdings in Everfuel
and Nikola Corporation of NOK -1 073.0 million and NOK -47.8 million, respectively. For additional information, refer
note 4.3. Net foreign exchange loss is mainly unrealised effects from revaluing internal loans.
2.8 Income taxes
Ta x
The tax expense in the statement of comprehensive
income comprises of the tax payable for the period and
of the change in deferred tax. Deferred tax is calculated at
the prevailing tax rate in the respective countries where
the parent company and subsidiaries are tax resident.
Deferred tax is calculated based on temporary differences
that exist between accounting and tax values, as well as
any tax loss carry forward at the end of the financial year.
The deferred tax asset is recognised if it is probable that
the company will have a sufficient tax profit to be able to
utilise the tax asset.
78
Notes to the consolidated nancial statements 2021
Signicant accounting judgements - Deferred tax asset
Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be
available against which the losses can be utilised. Significant management judgement is required to determine the
amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable
profits, together with future tax planning strategies.
The group has NOK 420.0 million of tax amounts from tax losses carried forward (NOK 309.5 million in 2020).
These losses relate to subsidiaries that have a history of losses, do not expire, and to some extent may not be used
to offset taxable income elsewhere in the group. On this basis, the group has determined that it cannot recognise
deferred tax assets from the tax losses carried forward. Deferred tax assets not recognised in the statement of
financial statement amount to NOK 447.6 million in 2021 (309.1 in 2020).
CALCULATIONS OF THE TAX BASE FOR THE YEAR 2021 2020
Income (loss) before tax -1 683 836 1 245 523
Permanent differences 1 094 455 -1 677 281
Change in temporary differences 76 041 -62 798
Use of tax losses carried forward -12 331 0
The year's taxable income -525 671 -494 556
RECONCILIATION OF TAX EXPENSE TO NORWEGIAN NOMINAL STATUTORY TAX RATE
Nominal tax rate
22 % 22 %
Income (loss) before tax -1 683 836 1 245 523
Tax this years income (loss), estimated -370 444 274 015
Tax effect of:
Tax rates different from Norway 1 960 1 303
Permanent differences 242 500 -363 352
Change in deferred tax -7 405 15 051
Change in not recognized deferred tax assets (tax liabilities) 123 411 66 454
Other differences -7 068 -9 081
Currency translation differences 62 -747
Income tax expense -16 984 -16 357
The tax effect of permanent difference of NOK 242.5 million is mainly related to unrealised changes in fair value of
shareholdings.
INCOME TAX EXPENSE COMPRISE
Income tax payable
-9 579
-8 905
Change in deferred tax -7 405 -7 452
Total income tax expense (income) -16 984 -16 357
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TAX EFFECTS OF TEMPORARY DIFFERENCES 2021 2020
Trade receivables and customers contracts
-1 593
-1 131
Intangible assets 69 546 73 709
Property, plant and equipment 5 093 -1 416
Inventories 5 076 10 253
Accrued warranty -13 519 -6 872
Leases -4 889 -3 404
Other accruals -45 864 -26 114
Deferred income -4 811 -11 891
Shares and other investments 11 922 22 428
Tax losses carry forward -420 013 -309 480
Deferred tax asset -399 052 -253 917
RECONCILIATION TO STATEMENT OF FINANCIAL POSITION 2021 2020
Deferred tax asset -399 052 -253 917
Deferred tax asset not recognised in statement of financial position 447 595 309 061
Deferred tax liability in the statement of financial position 48 543 55 144
CHANGES IN RECOGNISED DEFERRED TAX LIABILITY 2021 2020
Balance as of 01.01. 55 144 63 343
Recognised in the income statement -7 405 -7 452
Translation differences on deferred taxes 804 -747
Balance as of 31.12. 48 543 55 144
The majority of the deferred tax asset is related to tax losses carry forward. As of 31 December 2021, it is considered
not to be likely that the deferred tax asset can be utilised in near future, therefore no deferred tax asset has been
capitalised. Table below show net operating losses carried forward by country multiplied with the tax rate, the deferred
tax asset not recognised.
TAX LOSSES CARRY FORWARD BY COUNTRY 2021 2020
Norway 188 442 145 599
Denmark 104 349 72 291
United States 122 878 91 589
South Korea 4 344 0
Balance as of 31.12. 420 013 309 480
80
Notes to the consolidated nancial statements 2021
2.9 Earnings per share
Earnings per share are calculated by dividing the
profit/loss for the year by the corresponding weighted
average of the number of outstanding shares during the
reporting period. ‘Diluted earnings per share’ is based
on the same calculation as for earnings per share, but
it also considers all potential shares with dilutive effect
that have been outstanding during the period. Potential
shares relate to agreements that confer the right to
issue shares in future. Options are excluded if their effect
would have been anti-dilutive.
Earnings per share is calculated as profit/(loss)
attributable to the equity holders of the parent company
divided by the average number of shares outstanding.
(Amounts in NOK thousands)
2021 2020
Net loss attributable to the equity holders of the parent company
and for the purpose of basic and diluted shares -1 666 852 1 261 880
Basic earnings per share
Issued ordinary shares at 1 January
1 407 797 1 222 103
Share options exercised 3 502 12 884
Share issued 49 500 172 811
Issued ordinary shares at 31 December 1 460 799 1 407 797
Effect of weighting (share options exercised and share issued during the year) -48 -41 242
Weighted-average number of shares outstanding for the purpose of basic earnings per share 1 460 751 1 366 555
Basic earnings per share for loss attributable to the equity holders of the parent company (NOK) -1.14 0.92
Diluted earnings per share
Weighted-average number of shares outstanding for the purpose of basic earnings per share
1 460 751 1 366 555
Effect of share options on issue
1)
0 21 806
Weighted-average number of shares outstanding for the purpose of diluted earnings per share 1 460 751 1 388 361
Diluted earnings per share for loss attributable to the equity holders of the parent company (NOK) -1.14 0.91
1)
As of 31 December 2021, 23 435 706 weighted-average options were excluded from the diluted weighted-average number of ordinary shares calculation
because their effect would have been anti-dilutive (earnings per share is negative).
3.1 Intangible assets
Research and development
Research
Research activities are defined as activities whose
purpose is to generate new technological understanding
or knowledge. Research costs are expensed as incurred.
Development
Capitalised development costs are recognised at
historical cost after the deduction of accumulated
amortisations and impairments. The capitalised value is
amortised over the period of expected future earnings
from the related project on a straight-line basis.
Technology
As an indication of the level of internal technology
costs, Nel currently has 36 and 54 full time employees
working directly with R&D in the electrolyser and fueling
division, respectively. Of the 36 full time employees
working with electrolysers, 23 engineers are dedicated
to technology at Nel Hydrogen US in Wallingford, U.S.
and 13 are dedicated to the technology at Nel Hydrogen
Electrolyser AS in Notodden, Norway.
Electrolyser
Nel invests in development of large-scale
industrialisation of Electrolyser products. Work is in
progress to develop a pressurized alkaline Electrolyser
targeting 1000Nm3/h single cell stack to support
and meet the demand of our customers. In addition,
also development of the current atmospheric alkaline
Nel ASA
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Annual report 2021
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technology into larger capacity solutions are on-going.
Finally, in order to meet new large-scale opportunities
within the PEM portfolio, Nel is developing a larger single
cell-stack PEM platform. All these three development
activities are targeting to reduce total cost of ownership
for our customers.
The Electrolyser division have recognised technology
from internal internal development of NOK 189.4 (117.9)
million on the statement of financial position as of
31.12.2021.
Fueling
Nel continues to see the market of Heavy-Duty
transportation move fast towards Hydrogen. Therefore,
in the fueling division there will be a significant
investment in the development of next generation
HDV equipment like high-capacity station modules
and dispensers. This is to serve customers who have a
need for large capacity dispensing capability, enabling
fueling of a heavy-duty truck in 10-15 minutes, to achieve
a range of 1 000 km. In addition, there will be ongoing
investments in factory and laboratory to be able to
accommodate HDV fueling equipment.
The Fueling division have recognised technology from
internal internal development of NOK 109.1 (91.8) million
on the statement of financial position as of 31.12.2021.
Signicant accounting judgements - Development costs
Development expenditures on an individual project are recognised as an intangible asset when the group can
demonstrate:
The technical feasibility of completing the intangible asset so that the asset will be available for use or sale
How the asset will generate future economic benefits
Its intention to complete and its ability and intention to use or sell the asset
The availability of resources to complete the asset
The ability to measure reliably the expenditure during development
To demonstrate technical feasibility and availability of resources, it should be a high certainty that Nel is able
to complete. If the risk is above medium, then the development project is expensed as incurred. A capitalised
development project commence amortisation when a succesful pilot is demonstrated. After a succesful pilot,
the technology enters ‘ramp-up’ stage and subsequent expenditure is maintenance of existing technology
(expensed).
Useful life, amortisation plan
Technology has a useful life of 3-7 years
Customer relationship has a useful life of 7-10 years
Goodwill has indefinite life
Customer relationship
Customer relationship is acquired through business
combinations. Customer relationship is initially
measured at cost and subsequently amortised over
useful life, using the straight-line method. At period end
customer relationship is recognised at historical cost
after the deduction of accumulated depreciation and
impairments.
Goodwill
Goodwill recognised in the statement of financial
positions has been acquired through business
combinations. Goodwill occur as the residual in the
business combination, being the excess of the aggregate
of the consideration transferred and any previous
interest held, over the net identifiable assets acquired
and liabilities assumed. Goodwill is initially measured at
cost which is net of tax amount.
Subsequent to initial recognition, goodwill is measured
at cost less any accumulated impairment losses. For
the purpose of impairment testing, goodwill acquired
82
Notes to the consolidated nancial statements 2021
in a business combination is, from the acquisition
date, allocated to each of the group’s cash-generating
units (CGUs) that are expected to benefit from the
combination, irrespective of whether other assets or
liabilities of the acquire are assigned to those units.
(Amounts in NOK thousands)
TECHNOLOGY
CUSTOMER
RELATIONSHIP GOODWILL TOTAL
Acquisition cost as of 01.01.2020
546 343 96 935 609 621 1 252 899
Additions from internal development 83 659 0 0 83 659
Currency effects 428 -123 10 576 10 881
Acquisition cost as of 31.12.2020 630 430 96 812 620 198 1 347 440
Additions from internal development 99 160 0 0 99 160
Additions aqcuired separately 19 710 0 0 19 710
Disposals -97 0 0 -97
Currency effects -396 -35 -4 547 -4 978
Acquisition cost as of 31.12.2021 748 807 96 777 615 651 1 461 235
Accumulated amortisation and impairment as of 01.01.2020 94 607 39 750 467 134 825
Amortisation 48 310 12 367 0 60 677
Reversed amortisation disposals 58 858 0 0 58 858
Currency effects 1 313 0 0 1 313
Accumulated amortisation and impairment as of 31.12.2020 203 089 52 117 467 255 673
Amortisation 52 918 12 278 0 65 196
Reversed amortisation disposals -97 0 0 -97
Reclassification -1 118 0 0 -1 118
Currency effects -2 564 0 0 -2 564
Accumulated amortisation and impairment as of 31.12.2021 252 228 64 395 467 317 091
Carrying value as of 31.12.2020
427 341 44 695 619 731 1 091 767
Carrying value as of 31.12.2021 496 579 32 381 615 184 1 144 144
Impairment loss NOK 0 (58.9) million in category Technology is included within “Impairment of tangible and intangible
assets” in profit or loss.
Nel ASA
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Annual report 2021
83
Specication of carrying amount
2021
(Amounts in NOK thousands)
TECHNOLOGY
CUSTOMER
RELATIONSHIP GOODWILL TOTAL
Internal development
298 539 0 0 298 539
Aqcuired separately 1 369 0 0 1 369
Acquired through business combinations 196 671 32 381 615 184 844 236
Carrying value as of 31.12.2021 496 579 32 381 615 184 1 144 144
2020
(Amounts in NOK thousands)
TECHNOLOGY
CUSTOMER
RELATIONSHIP GOODWILL TOTAL
Internal development
209 807 0 0 209 807
Aqcuired separately 997 0 0 997
Acquired through business combinations 216 537 44 695 619 731 880 963
Carrying value as of 31.12.2020 427 341 44 695 619 731 1 091 767
ESTIMATION UNCERTAINTY - Impairment of goodwill and intangible assets
Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount,
which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal
calculation is based on available data from binding sales transactions, conducted at arm’s length, for similar
assets or observable market prices less incremental costs of disposing of the asset. The value in use calculation
is based on a DCF model. The cash flows are derived from the budget and strategy forecasts for the next five
years and do not include restructuring activities that the group is not yet committed to or significant future
investments which has not commenced that will enhance the performance of the assets of the CGU being tested.
The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future
cash-inflows and the growth rate used for extrapolation purposes. The key assumptions used to determine the
recoverable amount for the different CGUs, including a sensitivity analysis, are disclosed and further explained in
this note.
84
Notes to the consolidated nancial statements 2021
Goodwill and intangible assets with
indenite useful lives - impairment
considerations
Goodwill, and CGUs where goodwill has been allocated,
are required to be tested for impairment annually.
The group performed its annual impairment test in
December 2021. Impairment losses are recognised
where the recoverable amount is less than the carrying
amount. There were no impairment losses recognised in
2021, or in 2020.
Annual impairment test - assumptions
CGU
The annual impairment test is performed for all the
Group’ Cash Generating Units (CGUs). A CGU is defined
as the smallest group of assets that generates cash
inflows from continuing use that are largely independent
of the cash inflows of other assets or groups thereof. The
way management monitors operations assisted in the
judgements of identifying the CGUs.
The Group’ CGUs are
Electrolyser Norway
Electrolyser US
Fueling
SPECIFICATION OF ALLOCATED GOODWILL PER CGU 2021 2020
Electrolyser US
272 184 263 333
Electrolyser Norway
61 364 61 364
Fueling
281 635 295 033
Balance as of 31.12.
615 184 619 731
Market capitalisation
The group considers the relationship between its
market capitalisation and its book value, among other
factors, when reviewing for indicators of impairment.
As of 31 December 2021, the market capitalisation of
the group was approximately 4 times above the book
value of equity, indicating no impairment of goodwill
and impairment of the assets. In 2020 the market
capitalisation was 7 times above the book value of equity.
Key assumptions
The calculations of value in use are sensitive to
several assumptions, the following are assessed key
assumptions in the measured value:
Revenue growth
EBITDA margins
Discount rate / Weighted average cost of capital
(WACC)
Forecast period
For each CGU, a recoverable amount has been
measured. The impairment test has been based on the
business and strategy plans approved by the Board
of Directors and management’s best estimate of cash
flows. The recoverable amount is based on a discounted
cash flow model determined value in use, which are
based on the following:
i) the future expectations reflected in the current
budget and strategy over the next 5-year period
(forecast period); and
ii) a declining growth rate for the subsequent five years
as Nel assesses that 2025 is not a steady state of the
hydrogen industry and not for Nel, specifically.
Nel has applied declining growth rates starting from 7%
in 2027 declining 1% yearly down to 1.5% annual growth
from 2031.
Discount rate
Discount rates represent the current market assessment
of the risks, taking into consideration the time value of
money and individual risks of the underlying assets that
have not been incorporated in the cash flow estimates.
The discount rate calculation is based on the specific
circumstances of the group and its operating segments
and is derived from its weighted average cost of capital
(WACC). The WACC considers the cost of debt and equity.
The cost of equity is derived from the expected return
on investment by the group’s investors. The cost of debt
is based on the interest-bearing borrowings the group is
obliged to service. Segment specific risk is incorporated
by applying individual beta factors. The beta factors are
evaluated annually based on publicly available market
data. Adjustments to the discount rate are made to factor
in the specific amount and timing of the future cash flows
to reflect a pre-tax nominal discount rate. Pre-tax nominal
discount rate is in the range of 8.5 % to 11.6 %.
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Annual report 2021
85
Annual impairment test – results and
sensitivity
The impairment test has been prepared in accordance
with IAS 36 impairment of non-financial assets following
the discounted cash flow methodology for value in use
within the standard. The cash flows projections relate to
the cash-generating unit in the current condition which
means future investments not commenced has not
been included in the valuation. In addition, the standard
encourages a conservative valuation to ensure that
assets are not carried at more than their recoverable
amount.
(Amounts in NOK thousands)
ELECTROLYSER
US
ELECTROLYSER
NORWAY
FUELING
Goodwill
272 184 61 364 281 635
Other intangible assets
304 538 109 611 114 812
Other invested capital
137 315 374 555 222 501
Carrying value
714 037 545 530 618 948
Recoverable amount
1 077 016 2 287 266 2 981 760
Headroom
362 979 1 741 736 2 362 812
Pre-tax nominal discount rate
10.1 % 11.2 % 8.5 %
Terminal growth rate
1.5 % 1.5 % 1.5 %
ELECTROLYSER US
Electrolyser US is the Group’ segment for the PEM
electrolyser technology. The CGU covers the production
and manufacturing of PEM electrolyser equipment in
Wallingford, Connecticut, US. The operations consist of
both assembly of electrolyser, marketing activities and
product development.
The table below show the sensitivity analysis for the
range of +/-2 percentage points in WACC and +/-4
percentage points in EBITDA margin.
Sensitivity in headroom
(amounts in NOK million) PERCENTAGE POINT CHANGE IN EBITDA MARGIN
CHANGES IN WACC
-4.0% -2.0% 0.0% 2.0% 4.0%
-2.0% 253 638 1 024 1 409 1 793
-1.0% 3 319 636 952 1 267
0.0% -173 95 363* 631 897
1.0% -302 -70 162 393 623
2.0% -399 -196 8 211 413
* Represents headroom in impairment calculation for the CGU. Negative numbers in the table indicate impairment
ELECTROLYSER NORWAY
Electrolyser Norway is the Group’ segment for the
Alkaline electrolyser technology. The CGU covers
the production, manufacturing and development of
both atmospheric alkaline and pressurised alkaline
electrolyser equipment in Herøya and Notodden,
Norway. The new plant at Herøya, Norway started
operations in 2021 and will scale the production. The
operations consist of both assembly of electrolyser,
marketing activities and product development.
The table below show the sensitivity analysis for
the range of +/-2 percentage points in WACC and
+/-4
percentage points in EBITDA margin.
86
Notes to the consolidated nancial statements 2021
Sensitivity in headroom
(amounts in NOK million) PERCENTAGE POINT CHANGE IN EBITDA MARGIN
CHANGES IN WACC
-4.0% -2.0% 0.0% 2.0% 4.0%
-2.0% 1 351 2 160 2 970 3 775 4 578
-1.0% 905 1 583 2 260 2 934 3 606
0.0% 580 1 161 1 742* 2 319 2 893
1.0% 334 841 1 347 1 850 2 351
2.0% 142 590 1 038 1 483 1 925
* Represents headroom in impairment calculation for the CGU.
FUELING
Fueling is the Group’ segment for the Hydrogen fueling
technology. The CGU covers the production and
manufacturing of hydrogen refueling stations in Herning,
Denmark. The operations consist of both assembly of
hydrogen refueling stations, marketing activities and
product development. The Fueling segment offers
H2Station® for fast fueling of fuel cell electric vehicles
as well as services in relation to the supply of these
stations. The objective of the segment is to deliver world
class fueling stations offering a complete solution from
sourcing and storage of hydrogen to fueling of vehicles.
The table below show the sensitivity analysis for the range
of +/-2 percentage points in WACC and +/-4 percentage
points in EBITDA margin.
Sensitivity in headroom
(amounts in NOK million) PERCENTAGE POINT CHANGE IN EBITDA MARGIN
CHANGES IN WACC
-4.0% -2.0% 0.0% 2.0% 4.0%
-2.0% 2 234 3 563 4 892 6 222 7 545
-1.0% 1 299 2 325 3 352 4 378 5 398
0.0% 703 1 533 2 363* 3 193 4 017
1.0% 293 986 1 679 2 372 3 059
2.0% -4 588 1 180 1 772 2 359
* Represents headroom in impairment calculation for the CGU. Negative numbers in the table indicate impairment
Additional sensitivities –assumptions
The sensitivities in the table show the change in assumptions that results in zero headroom, at perpetuity growth
1.5%, all else being equal. The table shows the sensitivities for the WACC used, but also for WACC +/- one percentage
point:
KEY
ASSUMPTIONS PERIODS CHANGED
WACC CHANGE
PPS
ELECTROLYSER
US
ELECTROLYSER
NO FUELING
Revenue growth multiple
1)
Total multiple growth in NOK
from 2021 to terminal
1.0% -0.2 -14.8 -2.0
0.0% -0.4 -16.1 -2.3
-1.0% -0.6 -1 7.8 -2.6
Gross margin
2)
Perecentage points in terminal 1.0% -1.6% -6.3% -5.4%
0.0% -3.0% -6.9% -6.2%
-1.0% -4.4% -7.6% -7.0 %
Free cash flow margin
3)
Perecentage points in terminal 1.0% -1.7% -7.3% -5.7%
0.0% -3.1% -7.7 % -6.3%
-1.0% -4.3% -8.0% -6.8%
1)
If revenue assumption in terminal is reduced with this year’s revenue multiplied with this factor, the headroom is zero.
2)
If average gross margin rate assumption in the CGU is reduced with this percentage point in the terminal, the headroom is zero.
3)
If free cash flow margin rate assumption in the CGU is reduced with this percentage point in the terminal, the headroom is zero.
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87
3.2 Property, plant and
equipment
Property, plant and equipment comprise owned and
leased assets.
Property, plant and equipment are measured using
the cost model; thus, recognised at cost price after
deduction for accumulated depreciation and any
impairment. Cost prices include purchase price and
costs directly attributable to bringing the asset to the
location and condition necessary for it to be capable of
operating in the manner intended.
The assets are depreciated using the straight-line
method over the expected useful life of the asset.
Costs of direct maintenance on the operating assets
are expensed as incurred. Additional investments and
improvements are added to the asset’s cost price and
depreciated in line with the remaining useful life of the
asset.
(Amounts in NOK thousands)
MACHINERY AND EQUIPMENT BUILDINGS
ASSET
UNDER CON
STRUCTION
OFFICE
MACHINES
AND OTHER
EQUIPMENT
PRODUCTION
EQUIPMENT BUILDINGS
TECHNICAL
INSTALLATIONS
RIGHTOF
USE
ASSETS
NOTE 3.3 TOTAL
Acquisition cost as of
01.01.2020
26 219 38 864 30 943 115 611 5 476 94 197 311 310
Additions
109 381 14 516 8 461 21 363 0 4 155 157 876
Disposals
0 -2 057 -4 253 -122 0 0 -6 432
Reclassification
-3 341 2 811 530 0 0 0 0
Remeasurement
0 0 0 0 0 2 063 2 063
Currency effects
-69 -389 -14 6 274 18 -96 5 724
Acquisition cost as of 31.12.2020
132 190 53 745 35 667 143 126 5 494 100 320 470 542
Additions
217 164 15 631 22 452 8 369 570 15 155 279 340
Disposals
0 -7 129 -503 -26 972 -401 0 -35 004
Reclassification
-555 -1 483 400 -28 411 0 -1 256
Remeasurement
0 0 0 0 0 35 992 35 992
Currency effects
137 -645 362 -4 190 -20 275 -4 082
Acquisition cost as of 31.12.2021
348 935 60 119 58 378 120 305 6 054 151 741 745 532
Accumulated depreciation as of
01.01.2020
0 18 100 15 494 10 347 1 343 9 856 55 140
Depreciation
0 6 793 5 302 3 455 542 14 518 30 609
Impairment
11 827 0 980 0 0 0 12 807
Reversed depreciation disposals
0 -1 856 -4 402 -122 0 0 -6 380
Reclassification
0 -42 0 0 0 0 -42
Currency effects
0 18 -162 492 9 0 356
Accumulated depreciation as of
31.12.2020
11 827 23 012 17 211 14 172 1 894 24 374 92 490
Depreciation
0 11 592 6 498 3 571 89 16 170 37 919
Impairment
4 500 0 0 0 0 0 4 500
Reversed depreciation disposals
0 -6 920 -503 -3 622 -401 0 -11 446
Reclassification
0 -1 285 -9 -373 411 0 -1 256
Currency effects
0 -140 318 -355 -12 0 -189
Accumulated depreciation as of
31.12.2021
16 327 26 259 23 515 13 392 1 981 40 544 122 018
Carrying value as of 31.12.2020
120 363 30 733 18 456 128 954 3 600 75 946 378 052
Carrying value as of 31.12.2021
332 608 33 860 34 863 106 913 4 073 111 197 623 514
88
Notes to the consolidated nancial statements 2021
Useful life, depreciation plan
Office machines and other equipment has a useful
life of 3-5 years
Production equipment has a useful life of 3-8 years
Buildings has a useful life of 30-40 years
Technical installations have a useful life of 15-10 years
Right of use assets has a useful life of 2-10 years
Impairment
An assessment of impairment of property, plant and
equipment is made if there is an indication of impairment.
If the impairment test reveals that an asset’s carrying
amount is higher than the recoverable amount, an
impairment loss will be recognised. An impairment
loss of NOK 4.5 (12.8) million has been included within
“Impairment of tangible and intangible assets” in profit or
loss this year.
Property, plant and equipment is included in ‘other invested
capital’ allocated to the respective CGU’s for the annual
impairment test where goodwill is allocated. See note 3.1
for impairment considerations for other invested capital.
3.3 Leases
At inception of a contract, the Group assesses whether a
contract is, or contains, a lease. A contract is, or contains,
a lease if the contract conveys the right to control the use
of an identified asset for a period of time in exchange for
consideration. To assess whether a contract conveys the
right to control the use of an identified asset, the Group
uses the definition of a lease in IFRS 16.
As a lessee
At commencement date or on modification of a
contract that contains a lease component, the Group
allocates the consideration in the contract to each lease
component based on its relative stand-alone prices. The
Group has not chosen to follow the practical expedient
to account for the lease and non-lease components as
a single component. Non-lease components are treated
separately in other standards than IFRS 16.
The group recognise a right-of-use asset and a lease
liability at the lease commencement date. The right-of-
use asset is initially measured at cost, which comprises
the initial amount of lease liability adjusted for any lease
payments made at or before the commencement date,
plus any initial direct costs incurred. The right-of-use
asset is subsequently depreciated using the straight-
line method from the commencement date to the end
of the lease term. In addition, the right-of-use asset
is periodically reduced by impairment losses, if any,
and adjusted for certain remeasurements of the lease
liability.
The lease liability is initially measured at the present
value of the lease payments that are not paid at the
commencement date, discounted using the interest
rate implicit in the lease, or if that rate cannot be readily
determined, the Group’s incremental borrowing rate.
Generally, the Group uses its incremental borrowing
rate as the discount rate. Refer to section significant
accounting judgements – estimating the incremental
borrowing rate (IBR) for additional information.
Lease payments included in the measurement of the
lease liability comprise the following: i) fixed payments
and ii) variable lease payments that depend on an
index, initially measured using the index or rate as at the
commencement date. The lease liability is measured
at amortised cost using the effective interest method.
It is remeasured when there is a change in future lease
payments arising from a change in an index. When the
lease liability is remeasured in this way, a corresponding
adjustment is made to the carrying amount of the right-
of-use asset.
Payments for insurance, property tax and VAT are
excluded from the lease payments amount as they are
defined variable lease payments.
The Group presents right-of-use assets in ‘property,
plant and equipment’ and the lease liabilities within
‘lease liabilities’, divided into current and non-current
portions.
Short-term leases and leases of low value assets
Nel have elected the practical expedient of treating short-
term leases and low value assets outside the scope of
IFRS 16
Nel ASA
I
Annual report 2021
89
Signicant accounting judgements - Estimating the incremental borrowing rate (IBR)
The Group cannot readily determine the interest rate implicit in the lease, therefore, it uses its IBR to measure
lease liabilities. The IBR is the rate of interest that the Group would have to pay to borrow over a similar term,
and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in
a similar economic environment. The IBR therefore reflects what the Group ‘would have to pay’, which requires
estimation when no observable rates are available (such as for subsidiaries that do not enter into financing
transactions). The Group determines its incremental borrowing rate by considering various interest rates (risk
free rate as 10 year government bonds, and risk premiums) and makes certain adjustments to reflect the terms of
the lease, the type of the asset leased and certain entity-specific estimates (such as the subsidiary’s stand-alone
credit rating).
The group has lease contracts for various items of manufacturing facilities, offices, warehouse, parking, vehicles and
other equipment used in its operations. Leases of manufacturing facilities generally have lease terms between 10 and
15 years, while offices, warehouse and parking have 5 years and motor vehicles and other equipment generally have
lease terms between 3 and 5 years. The Group’s obligations under its leases are secured by the lessor’s title to the
leased assets.
‘Manufacturing facilities’ comprise the Group’ two significant leases in the manufacturing facilities at Herøya (Norway)
and Wallingford (US).
Right-of-use assets
(Amounts in NOK thousands)
MANU
FACTURING
FACILITIES
OFFICE,
WAREHOUSE
AND PARKING
MOTOR
VEHICLES EQUIPMENT TOTAL
As of 01.01.2020
74 685 8 008 1 475 173 84 341
Additions
0 874 2 613 669 4 155
Remeasurement
1 637 568 -142 0 2 063
Depreciation
-9 220 -3 887 -1 114 -296 -14 518
Translation difference
-133 -9 31 15 -96
As of 31.12.2020
66 969 5 554 2 862 560 75 946
Additions
0 13 657 1 380 117 15 155
Remeasurement
33 843 2 323 -174 0 35 992
Depreciation
-9 030 -5 637 -1 386 -116 -16 170
Translation difference
490 -56 -120 -39 275
As of 31.12.2021 (note 3.2)
92 272 15 841 2 563 522 111 197
90
Notes to the consolidated nancial statements 2021
During 2021, the determination of a termination option within a manufacturing facility lease agreement (Herøya) has
been reassessed. The reassessment concluded that Nel is not reasonably certain to exercise the termination option.
The reassessment resulted in a remeasurement of lease liabilities of NOK 33.8 million in 2021, also increasing the
right-of-use assets with the same amount.
Lease liabilities
The table below show the carrying amounts of lease liabilities (both current and non-current portion) and the
movements during the period:
(Amounts in NOK thousands)
2021 2020
Balance as of 01.01.
91 416 91 187
Additions
15 155 4 155
Remeasurement
35 992 2 061
Accretion of interest
8 792 8 792
Lease payments
-18 357 -14 526
Translation differences
423 -252
Balance as of 31.12.
133 421 91 416
Current
19 916 14 291
Non-current
113 505 77 125
Balance as of 31.12.
133 421 91 416
The maturity analysis of undiscounted cash flow in lease liabilities is disclosed in Note 5.2. The difference between
discounted cash flows and undiscounted cash flows (discount effect) is NOK 73.8 (70.9) million as of 31.12.2021. The
discount effect is mainly related to manufacturing facility at Herøya with included lease term until 2035.
Reconciliation of liabilities arising from financing activities in statement of cash flows, split in cash flows and non-cash
changes.
(Amounts in NOK thousands)
2021 2020
Balance as of 01.01.
91 416 91 187
Cash flows principal amount
-15 467 -10 915
Cash flows interests
-2 890 -3 611
Non-cash changes
Additions and remeasurements
51 147 6 216
Accretion of interest expense
2 890 3 611
Accretion of capitalised interests
5 902 5 181
Foreign currency effects
423 -252
Balance as of 31.12.
133 421 91 416
Nel ASA
I
Annual report 2021
91
Amounts recognised in profit or loss
(Amounts in NOK thousands)
2021 2020
Depreciation expense of right-of-use assets
-16 170 -14 518
Interest expense on lease liabilities
-2 890 -3 611
Income from subleasing right-of-use assets
1 920 2 379
Expense relating to leases of low-value assets
-544 -203
Expense relating to short-term leases, excluding short-term leases of low-value assets
-1 597 -131
Variable lease payments
0 0
TOTAL amount recognised in profit or loss
-19 281 -16 084
Other information
Total cash outflow for leases as a lessee
20 498 14 860
Weighted incremental borrowing rate used as discount rate for the measuring of lease liabilities
7.8 % 9.6 %
Set out below are the undiscounted potential future rental payments relating to periods following the exercise date of
extension and termination options that are not included in the lease term
Extension and termination options
The Group has several lease contracts that include extension and termination options. These options are negotiated
by management to provide flexibility in managing the leased-asset portfolio and align with the Group’s business needs.
Signicant accounting judgements - Determining the lease term of contracts with renewal
and termination options - Group as a lessee.
The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered
by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to
terminate the lease, if it is reasonably certain not to be exercised.
The Group has several lease contracts that include extension and termination options. The Group applies
judgement in evaluating whether it is reasonably certain whether or not to exercise the option to renew or
terminate the lease. That is, it considers all relevant factors that create an economic incentive for it to exercise
either the renewal or termination. After the commencement date, the Group reassesses the lease term if there is
a significant event or change in circumstances that is within its control and affects its ability to exercise or not to
exercise the option to renew or to terminate.
In general, the renewal periods for leases of manufacturing facilities, offices, warehouse and parking with longer
non-cancellable periods (i.e. 6-10 years) are not included as part of the lease term as these are not reasonably
certain to be exercised. In addition, the renewal options for leases of motor vehicles are not included as part of
the lease term because the Group typically leases motor vehicles for not more than three years and, hence is not
exercising any renewal options. The periods covered by termination options are included as part of the lease term
only when they are reasonably certain not to be exercised.
92
Notes to the consolidated nancial statements 2021
Set out below are the material undiscounted potential
future rental payments relating to periods following the
exercise date of extension and termination options that
are not included in the lease term.
2022 2023 20242026 2026<
Extension options not reasonably certain to exercise
0 0 19 380 58 140
Termination options expected to be exercised
0 0 0 0
TOTAL
0 0 19 380 58 140
As a lessor
The group have no leases as lessor except for sub-lease.
All sub-leases are office space that has been presented
as right-of-use assets as part of the property, plant and
equipment. When considering the lease term of the sub-
lease and the head lease a major part of the economic
life of the asset is retained by the Group. All sub-leases
have been classified as operating leases and the lease
payments received is recognised on a straight-line basis
over the lease term as part of ‘other operating income’.
Nel ASA
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Annual report 2021
93
3.4 Investments in
associated companies and
joint ventures
An associate is an entity where the group has significant
influence, but not control or joint control.
A joint venture is an entity where the group has joint
control contractually together with one or several other
parties, whereby the Group has rights to the net assets
of the arrangement, rather than rights to its assets and
obligations for its liabilities.
The group’s investments in its associates and joint
ventures are accounted for using the equity method.
They are initially recognised at cost, which includes
transaction costs. The statement of profit or loss
reflects the group’s share of the profit or loss in equity-
accounted investees. Any change in OCI of those
investees are presented as part of the group’s OCI.
No dividends have been received during 2021 or 2020.
The group is not committed to financing the losses and
has not provided any guarantee of equity-accounted
investees’ obligations. This means that if equity in any
of the equity-accounted investees are negative, Nel
recognise book value of shares as NOK 0 at the end of
the year, without any provisions for liabilities.
(Amounts in NOK thousands)
ACQUISITION
COST
CARRYING
VALUES
COUNTRY SEGMENT OWNERSHIP TYPE 2021 2020 2021 2020
Sagim SAS France Electrolyser
37,0 % Associate 100 100 100 100
Hyon AS Norway Fueling 28,7% Associate 572 0 572 0
Viken Hydrogen AS Norway Fueling 10,0% Associate 0 1 028 0 723
Glomord Hydrogen AS Norway Electrolyser 23,2% Associate 1 626 467 1 626 467
SUM associated companies
2 298 1 594 2 298 1 289
Íslenska Vetnisfélagið Iceland Fueling 10,0% Joint venture 2 346 2 346 0 0
SUM joint ventures 2 346 2 346 0 0
TOTAL associated companies and joint ventures 4 645 3 941 2 298 1 289
Viken Hydrogen AS (10.0%):
In 2021, the shareholdings in Viken Hydrogen
wasrestructured and Nel has no control of the shares
as the other owners have a call option. Thus, the
shareholdings has been reclassified to a forward and
the carrying value as of 31 December 2021 is presented
within ‘other current assets’. Refer to note 4.3 for
additional information.
Hyon AS (28.7%):
Hyon AS primarily targets the opportunities within the
maritime and marine segments as well as projects to
leverage renewable energy resources. The company was
established together with Hexagon Composites ASA and
PowerCell Sweden AB, each party owns an equal 33.33%
share of the company. During 2021 the ownership of the
company was restructured and new majority owners was
Saga Pure ASA and Norwegian Hydrogen AS, together
with Nel.
On 21 January 2022, Hyon AS, completed a private
placement at a price of NOK 2.34 per share and
subsequently a successful admission to Euronext
Growth Oslo. The private placement values the company,
based on the shares outstanding following the private
placement and the offer price, at approximately NOK 130
million. Nel ASA owns 9 080 000 shares, or 17.64%, of
the company subsequent the private placement. Hyon
AS had its first day of trading on Euronext Growth Oslo
14 February 2022.
94
Notes to the consolidated nancial statements 2021
3.5 Non-current nancial assets
(Amounts in NOK thousands)
2021 2020
Investment in Hydrogen Energy Network (HyNet)
31 902 19 984
Long-term investments
56 280 41 410
Fair value of derivatives (note 6.5)
1 877 8 181
Prepayments
170 190
Other non-current financial assets
2 662 2 069
Balance as of 31.12.
92 889 71 835
Hydrogen Energy Network (HyNet).
During 2021, the Group invested NOK 13.1 (13.0) million
in Hydrogen Energy Network (HyNet). The cost of shares
in Hynet is NOK 33.9 (20.8) million and revalued to
NOK 31.9 million as of 31 December 2021. The group’s
shareholdings constitute a 4.75 % ownership interest.
HyNet is structured as a Special Purpose Company and
is principally engaged in expanding the hydrogen fueling
infrastructure in South Korea. The shares are unquoted
and there have not been any transactions of an identical
or similar instrument. The shares are stated at the cost
price of the shares which is the approximate fair value at
year end.
Fair value information has not been disclosed for the
investment in note 6.6 because the fair value cannot be
measured reliably.
Long-term investments
Nel occasionally enters contracts with customers with
specific guarantee clauses that require Nel to purchase
certain performance bonds or advance payment
guarantee products from financial institutions. The
products are secured by cash collateral.
In addition, Nel has some lease agreements which
require deposits in a restricted bank account throughout
the lease term.
Both cash collateral and deposits are assessed as
investments (i.e. not cash or cash equivalents) as the
maturity exceeds 3 months. Long-term investments
include the investments that exceed 12 months.
Performance and warranty bonds
NOK 24.7 (6.6) million relates to outstanding irrevocable
letters of credit used as assurance for bid and contract
performance, these letters of credit mature between 31
December 2021 and 2 March 2024. As of 31 December
2021, the customers have drawn NOK 0.0 (0.0) million
on the letters of credit.
Advance payment guarantee
Generally, in the contracts with customers, Nel receives
advance payments. As of 31 December 2021, Nel has
NOK 10.4 (8.4) as cash collateral for irrevocable letters
of credit issued for advance payment guarantees with
financial institutions. As of 31 December 2021, the
customers have drawn NOK 0.0 (0.0) million on the
letters of credit.
Lease payments guarantee (deposits)
and other deposits
Deposits for lease payments comprise security for
lease payments throughout the lease terms for cars,
office premises and manufacturing facilities. As of
31December 2021 the Group has NOK 19.6 (26.4) million
in such deposits.
Nel ASA
I
Annual report 2021
95
4.1 Inventories
Inventories comprises purchased raw materials,
work in progress and finished goods. Obsolescence is
considered for inventories and write-down is performed
on obsolete goods.
Inventories are measured under the weighted-average
cost formula. The cost of each item is determined from
the weighted average of the cost of similar items at
the beginning of a period and the cost of similar items
bought or produced during the period. The average is
calculated on a quarterly basis.
(Amounts in NOK thousands)
2021 2020
Raw material
68 431 37 140
Work in progress
92 133 51 192
Finished goods
188 269 152 882
Allowance for obscolete inventory
-20 366 -4 085
Balance as of 31.12.
328 465 237 129
Inventories are measured at the lowest of cost and net
realisable value less costs to sell. In both 2020 and 2021,
all items of inventories are measured at cost.
The amount of inventories recognised as an expense was
NOK 510.2 (382.9) million during the period.
4.2 Trade receivables
Trade receivables are initially recognised at their
transaction price, i.e. the amount of consideration to
which Nel expects to be entitled for transferring the
promised goods or services to the customer. Trade
receivables are subsequently accounted for at amortised
cost and are reviewed for impairment on an ongoing
basis. Trade receivables are generally not discounted.
Trade receivables are presented net of expected
credit losses. Changes in the expected credit loss are
recognised within other operating expenses in statement
of comprehensive income.
(Amounts in NOK thousands)
2021 2020
Receivables from third-party customers
212 585 102 496
Allowance for expected credit losses
-1 177 -1 046
Balance as of 31.12.
211 408 101 449
Trade receivables are non-interest bearing and are generally on terms 30 to 60 days
Movements in the allowance for impairment in respect of trade receivables
(Amounts in NOK thousands)
2021 2020
Balance as of 01.01.
1 046 28 018
Amounts written off
0 0
Net remeasurement of loss allowance
131 -26 972
Balance as of 31.12.
1 177 1 046
See Note 6.1 on credit risk of trade receivables, which
explains how the group manages and measures
expected credit loss of trade receivables that are neither
past due nor impaired.
Nel recognises loss allowances for ‘Expected Credit Loss’
(ECL) on:
a) Financial assets measured at amortised cost; and
b) Contract assets
Loss allowance for trade receivables and contract assets
are always measured at an amount equal to lifetime
ECLs.
96
Notes to the consolidated nancial statements 2021
When determining whether the credit risk of a financial
asset has increased significantly since initial recognition
and when estimating ECLs, the Group considers
reasonable and supportable information that is relevant
and available without undue cost or effort. This includes
both quantitative and qualitative information and
analysis, based on the Group’s historical experience
and informed credit assessment, that includes forward-
looking information.
Measurement of ECLs
ECLs are a probability-weighted estimate of credit
losses. Credit losses are measured as the present value
of all cash shortfalls (i.e. the difference between the cash
flows due to Nel in accordance with the contract and the
cash flows that Nel expects to receive).
Presentation of allowance for ECL in the statement
of financial position
Loss allowances for financial assets measured at
amortised cost are deducted from the gross carrying
amount of the assets.
4.3 Prepaid expenses and other current assets
(Amounts in NOK thousands)
2021 2020
Equity instruments
568 191 1 686 405
VAT net receivable
7 900 13 106
Short-term investments
39 909 47 826
Prepayments
55 530 18 543
Other current assets
23 022 17 878
Fair value of derivatives (note 6.5)
8 176 10 587
Balance as of 31.12.
702 728 1 794 345
Equity instruments
Nikola Corporation
During 2018 Nel invested USD 5.0 million in Nikola Motor
Company Inc (former name).
On June 4 2020 Nikola Corporation completed a listing
on Nasdaq. Consequently, Nel’s shareholding in Nikola
Corporation is based on quoted prices in an active
market both per 31 December 2020 and 2021. The
Nikola shares lock-up period has expired on November
30, 2020.
The carrying value per 31 December 2021 is NOK 96.3
(144.1) million. The carrying value is calculated as the
shareholding of 1 106 520 shares multiplied with closing
price in 2021 of USD 9.87, revalued at USD/NOK 8.82.
Nel ASA
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Annual report 2021
97
Nikola Corporation
(Amounts in NOK thousands)
SHARE
HOLDING
FAIR VALUE
USD/
PER SHARE USD VALUE USD/NOK
BOOK
VALUE
Carrying value as of 01.01.2020
582 073 8.59 5 000 8.78 43 902
Fair value adjustment 2020
524 447 6.67 -0.25 100 176
Carrying value as of 31.12.2020
1 106 520 15.26 16 885 8.53 144 077
Fair value adjustment 2021
-5.39 0.29 -47 757
Carrying value as of 31.12.2021
1 106 520 9.87 10 921 8.82 96 320
Everfuel
During 2018 and 2019 Nel invested NOK 2.2 million
in Everfuel A/S. On October 21, 2020 Everfuel A/S
completed a listing on Euronext Growth. Consequently,
Nel’s shareholding in Everfuel A/S is based on quoted
prices in an active market both per 31 December 2020
and 2021. The Everfuel shares lock-up period expired on
October 29, 2021.
The carrying value per 31 December 2021 is NOK 471.9
(1 542.3) million. The carrying value is calculated as
the shareholding of 12 359 109 shares multiplied with
closing price in 2021 of NOK 38.18.
Everfuel A/S
(Amounts in NOK thousands)
SHARE
HOLDING
ACQUISITION
COST NOK/
PER SHARE
FAIR VALUE
NOK/
PER SHARE
BOOK
VALUE
Carrying value as of 01.01.2020
2 468
Share of loss from equity account investees
-739
Private placement
8 770
Fair value adjustment equity instrument
1 531 830
Carrying value as of 31.12.2020
12 338 624 0.85 125.00 1 542 328
Private placement
2 561
Fair value adjustment 2021
-1 073 018
Carrying value as of 31.12.2021
12 359 109 1.12 38.18 471 871
Short-term investments
Everfuel Retail Norway AS
Per 31 December 2021 the Group holds 49 % of the
shares in the company. In addition to the shares, the
Group holds a put option for all the shares, and the
controlling owner has a call option for all of the shares.
Both options are irrevocably granted by the other
party from 30 December 2020. Consequently, the
combination of shares and put/call options results
in the shares being sold per 31 December 2020 and
consideration will be received in a future period. The
forward (consideration for sale of shares) is recognised
at fair value, NOK 28.1 (25.0) million per 31 December
2021.
Performance and warranty bonds, advance
payment guarantee and lease payments
guarantee (deposits)
Guarantees are included as short-term investments with
NOK 9.8 (22.8) million. This is the short-term equivalent
to the long-term investments, see note 3.5 for additional
information.
98
Notes to the consolidated nancial statements 2021
4.4 Cash and cash equivalents
Cash and cash equivalents include cash, bank deposits and all other monetary items due within three months or less.
(Amounts in NOK thousands)
2021 2020
Cash and cash equivalents
2 714 272 2 326 613
Restricted bank deposits for employees' withheld taxes at 31.12
7 949 5 790
Other restricted bank accounts
1)
549 451
Balance as of 31.12.
2 722 769 2 332 854
1)
Other restricted bank accounts comprises short-term deposits and short-term guarantee payments which are assessed equivalent to demand deposits
and short-term highly liquid investments that are subject to an insignificant risk of changes in value.
Cash and cash equivalents are 95% in the Norwegian Krone (NOK) at the end of 2021. Approximately NOK 2.4 billion
is placed in 30-days locked interest accounts in several different banks
Nel ASA
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Annual report 2021
99
5.1 Share capital and shareholders
Share capital
The share capital comprises the number of shares multiplied by their par value and are classified as equity. Expenses
which can be attributed directly to the issue of new shares or options (less tax) are recognised in equity as a reduction
in the proceeds received.
As of 31 December 2021, the group’s share capital was NOK 292.2 (281.6) million, consisting of 1 460 799 288 (1 407
797 488) shares each with a par value of NOK 0.20 (0.20).
The parent company has only one share class and no special regulations relating to the shares; thus, one share
represents one vote.
2021
SHAREHOLDERS AS OF 31.12.2021
*
COUNTRY
NUMBER OF
SHARES OWNERSHIP
BlackRock US
48 417 652 3.31 %
Vanguard US
43 916 261 3.01 %
DNB Funds NO
24 390 472 1.67 %
Handelsbanken Funds SE
21 830 481 1.49 %
KLP Kapitalforvaltning AS NO
18 703 825 1.28 %
Folketrygdfondet NO
15 944 952 1.09 %
Storebrand Asset Management NO
15 639 297 1.07 %
Legal & General GB
9 239 560 0.63 %
Argenta Asset Management SA LU
8 992 324 0.62 %
PIMCO US
8 158 100 0.56 %
Candriam BE
6 770 894 0.46 %
Green benefit AG DE
6 532 721 0.45 %
Kommunal Landspensjonskasse NO
5 635 555 0.39 %
Credit Suisse Asset Management CH
5 242 176 0.36 %
VanEck US
4 898 378 0.34 %
ERSTE Asset Management AT
4 681 100 0.32 %
State Street Global Advisors US
4 527 747 0.31 %
Allianz Global Investors DE
3 927 353 0.27 %
Grünes Vermögensmanagement Geld GmbH DE
3 689 769 0.25 %
Alfred Berg Kapitalforvaltning NO
3 667 332 0.25 %
Total 20 largest shareholders
264 805 949 18.13 %
Total remaining shareholders
1 195 993 339 81.87 %
Total number of shares
1 460 799 288 100.00 %
*
source: Modular Finance AB
As of 31 December 2021, Nel ASA owns 403 514 treasury shares which are recognised at par value NOK 0.20 within
‘treasury shares’ as a reduction of share capital and total equity.
100
Notes to the consolidated nancial statements 2021
5.2 Long-term debt and guarantees
(Amounts in NOK thousands)
LONGTERM DEBT  LENDER LEGAL ENTITY MATURITY INTEREST RATE 2021 2020
1) Nykredit - Industriparken 34 Nel Hydrogen A/S 2038
0,26 % 0 4 969
2) Nykredit - Vejlevej 5 - Ejendom Nel Hydrogen A/S 2038
0,36 % 16 426 17 734
3) Nykredit - Vejlevej 5 - Ejendom Nel Hydrogen A/S 2038
0,27 % 5 482 5 971
4) Nykredit - Vejlevej 3 Nel Hydrogen A/S 2028
0,30 % 1 283 1 610
Balance as of 31.12.
23 191 30 284
Current portion 1 885 1 747
Non-current portion 21 306 28 537
Balance as of 31.12. 23 191 30 284
Reconciliation of liabilities arising from nancing activities
(Amounts in NOK thousands)
2021 2020
Balance as of 01.01.
30 284 30 577
New loan
0 16 395
Payment of loan
-4 464 -2 320
Non-cash changes:
Reclassified to government grants
0 -16 395
Accretion of interest
598 600
Foreign currency effects
-3 227 1 428
Balance as of 31.12.
23 191 30 284
Maturity analysis
Maturity analysis for long-term debt (undiscounted cash flows)
2021
2022 2023 2024 2025 >2025 TOTAL
Nykredit
1 885 1 513 1 523 1 530 16 741 23 191
Lease liabilities (note 3.3)
20 917 23 562 16 557 15 022 131 166 207 225
Estimated interest cost
1)
513 479 441 408 2 443 4 284
TOTAL long-term debt including interest
23 315 25 554 18 521 16 960 150 350 234 700
1)
Based on prevailing debt installment agreements and interest rates.
2020
2021 2022 2023 2024 2025< TOTAL
Nykredit
1 747 1 753 1 760 1 772 23 127 30 160
Lease liabilities (note 3.3)
16 573 17 727 20 760 14 946 92 288 162 294
Estimated interest cost
1)
536 504 471 433 3 236 5 180
TOTAL long-term debt including interest
18 857 19 985 22 991 17 152 118 650 197 635
1)
Based on prevailing debt installment agreements and interest rates.
Nel ASA
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Annual report 2021
101
5.3 Deferred income
(Amounts in NOK thousands)
2021 2020
Government grants
69 537 63 601
TOTAL deferred income
69 537 63 601
Government grants
Government grants are recognised where there is
reasonable assurance that the grant will be received,
and all attached conditions will be complied with. When
the grants relate to an expense item, it is normally
recognised as other operating income on a systematic
basis over the periods that the related costs, for which it
is intended to compensate, are expensed.
Grants received that relate to an acquisition or
development of assets has been presented “gross” in
Nel’s financial statements. A gross presentation entails
that the grant received is presented separately as
deferred income. The deferred income is presented as a
non-current liability and is amortised over the useful life
of the related asset. The amortised part of the deferred
income is presented as other operating income in the
statement of comprehensive income.
(Amounts in NOK thousands)
2021 2020
As of 31.12.2020
63 601 59 015
Grants received
22 145 53 195
Income recognised within 'other operating income' in 2021 (note 2.2)
-14 679 -51 132
Translation difference
-1 530 2 523
As of 31.12.2021
69 537 63 601
The aging schedule shows the remaining governments grants divided in the year the grants was initially received.
DEFERRED INCOME AGING SCHEDULE <2018 2018 2019 2020 2021 SUM
Government grants as of 31.12.2021
9 889 6 713 11 700 24 797 16 437 69 537
Government grants as of 31.12.2020
11 809 7 740 12 192 31 860 63 601
The table below show the split of deferred income (government grant) per operating segment.
OPERATING SEGMENT COUNTRY 2021 2020
Electrolyser Norway Norway
41 151 27 557
Fueling Denmark
28 386 36 044
Balance as of 31.12.
69 537 63 601
The group is not aware of any unfulfilled conditions associated with these grants.
102
Notes to the consolidated nancial statements 2021
5.4 Other liabilities
Other current liabilities
(Amounts in NOK thousands)
2021 2020
Vacation allowance and other salary related accruals
43 534 44 937
Public duties payable
14 809 8 432
Other current liabilities
40 776 10 431
Fair value of derivatives (note 6.5)
4 127 3 608
Balance as of 31.12.
103 246 67 407
Other non-current liabilities
(Amounts in NOK thousands)
2021 2020
Contingent liabilities
7 838 9 002
Other non-current liabilities
450 1 301
Fair value of derivatives (note 6.5)
163 836
Balance as of 31.12.
8 452 11 140
5.5 Provisions
Provisions, contingent liabilities and
contingent assets
The group makes provisions when a legal or constructive
obligation exists as a result of past events, it is more
likely than not that a transfer of financial resources will
be required to settle the obligation, and the amount
of the obligation can be reliably estimated. When
the group expects some or all of a provision to be
reimbursed, for example, under an insurance contract,
the reimbursement is recognised as a separate asset,
but only when the reimbursement is virtually certain.
When the effect is significant, provisions are calculated
by discounting expected cash flows at a pre-tax rate that
reflects the time value of money and if appropriate the
risks specific to the liability. Increase in provisions as a
result of time passing, is presented as interest expense.
Information regarding significant contingent liabilities
is disclosed. A contingent asset is not recognised, but
information is disclosed if there is a possibility that a
significant advantage will accrue to the group.
Warranty costs
The groups warranty to customers is limited to
replacement parts and services and generally expires
one year from the date of shipment or contract
completion. In some instances, extended warranty
on products is sold as part of an equipment sale to a
customer. These warranty obligations are recognised
rateably over the contract period.
Estimated warranty obligations are recorded in the
period in which the related revenue is recognised
or when a project is installed or commissioned. The
group quantifies and records an estimate for warranty
related costs, which is principally based on historical
experience. The accounting for warranties requires
the Group to make assumptions and apply judgments
when estimating product failure rates and expected
material and labour costs. The group adjusts accruals as
warranty claim data and historical experience warrant.
If actual results are not consistent with the assumptions
and judgments used to calculate the warranty liability
because either failure rates or repair costs differ from
the groups assumptions, the group may be exposed to
gains or losses that could be material.
Nel ASA
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Annual report 2021
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(Amounts in NOK thousands)
ACCRUED
WARRANTY
SOSIAL SECURITY
SHARE OPTIONS
SETTLEMENT
AND CLAIMS
ONEROUS
CONTRACTS TOTAL
As of 01.01.2020
17 721 5 977 10 006 0 33 704
Additions
23 068 1 201 27 620 14 199 66 088
Used during the year
-8 109 -5 921 -9 696 0 -23 726
Reversal of unused provisions
-1 177 0 0 0 -1 177
Foreign currency translation
158 0 -190 -121 -153
As of 31.12.2020
31 661 1 257 27 739 14 078 74 735
Additions
33 933 4 0 2 718 36 655
Used during the year
-7 153 94 -4 007 -8 214 -19 280
Reversal of unused provisions
-2 286 -655 0 0 -2 941
Foreign currency translation
-695 0 38 -406 -1 062
As of 31.12.2021
55 460 701 23 770 8 176 88 106
Accrued warranty
Warranty terms vary by product and operating segment.
Nel provides warranty that product complies with
specification, and offer repair, replacement or refund
of consideration paid for breaches. Such warranties
are limited in time, for most products not exceeding 12
months. Some customers purchase extended warranty
exceeding the first 12 months. Warranty is based on both
contractual commitments and caused by liability under
background law. Accrued warranty provision is based
on experience assumptions and provision comprises a
percentage of revenue from contracts with customers, in
the range of 2 % to 6 %.
Social security share options
Social security stock options are the provision for social
security payable in Norway, calculated at the intrinsic
value at year end. The provision fluctuates with the
number of active options, timing of exercise and Nel ASA
share price. See note 2.5 for further information on share
option program.
Settlement and claims
Settlement and claims comprise disputes, claims and
fines where cash outflow is assessed probable (more
likely that not to occur). At the end of 2020 the provision
is mainly related to the potential fines (no: forelegg) for
the Kjørbo incident received on February 16, 2021. In
2021 the provision is unchanged as the case is still open.
Onerous contracts
An onerous contract is a contract in which the
unavoidable costs (i.e. the lower of the cost of fulfilling
the contract and any compensation or penalties arising
from failure to fulfil it) exceed the economic benefits
expected to be received under the contract. For all
contracts that are onerous, the present obligation under
the contract is recognised and measured as a provision.
6.1 Operational risk factors
Objectives, policies and processes for
managing capital
The group’s objective is to manage the capital structure
to safeguard its ability to continue as a going concern,
so that it can provide returns for shareholders and
benefits for other stakeholders. The group sets the size
of capital in proportion to business strategy, risk and
financial market conditions. The group manages the
capital structure and adjusts it in the light of changes
in economic conditions, perceived risk associated with
product development and risk characteristics of the
underlying assets. In order to maintain or adjust the
capital structure, the group may adjust the amount of
new share issue or increase the debt by taking up loans.
Technological change
Along with the significant increase in the development
of the hydrogen market comes increased competition.
This also results in increased activity and pace in
research and development across the hydrogen
industry. Nel’s electrolyser technology consist of both
Alkaline and PEM. Currently, the Alkaline technology
platform presents the advantage of having the lowest
cost, the highest efficiency and of being the better
solution for large scale. PEM technology platform has
the advantage of dynamic response and intermittent
operation.
It is a risk that one of the existing technologies in
Nel becomes obsolete. In addition, Nel continuously
monitors the developments and possibilities of
a disruptive technology emerging. Today, Anion
Exchange Membrane (AEM) and Solid Oxide (SOEL)
represent possible disruptors. While all technologies
can potentially co-exist, the required investment in
new technology constitutes a material risk for Nel. In
104
Notes to the consolidated nancial statements 2021
addition, we cannot know for certain whether green
hydrogen emerges as the preferred technology as the
world transitions into renewable energy.
There are risks associated with technological change,
both related to technology elements within the field of
hydrogen as well as technology elements outside the
field of hydrogen that potentially could make green
hydrogen less relevant for the future.
If any of these circumstances materialize in a negative
direction, it may have a significant adverse effect on the
group’s business, prospects, financial results or results
of operations. A higher price for renewable power could
consequently negatively affect the demand for green
hydrogen technologies.
Expansion risk
The uneven pace of Nel’s anticipated expansion in
facilities, staff and operations may place serious demands
on the group’s managerial, technical, financial, and other
resources. The organisation is currently relatively small
and there is no guarantee that the group will be able to
build a capable organisation at a speed that is required
to meet the demand by its customers or potential
customers. Nel’s failure to manage its growth effectively
or to implement its strategy in a timely manner may
significantly harm its ability to achieve profitability.
Dependence of third parties in manufacturing
The group’s electrolyser and hydrogen fueling
manufacturing operations rely on external
subcontractors and suppliers of services and goods
to varying degrees. This operating model inherently
contains a risk to the group’s goodwill and branding.
If suppliers fail to meet agreed or generally accepted
standards in areas such as environmental compliance,
human rights, labor relations and product quality, this
could have a significant adverse effect on the group’s
business, prospects, financial results and results of
operations. In general, the company aims at dual
sourcing of critical components to limit risk. In addition,
the majority of spend is directed towards large industrial
companies with full ISO compliance and smaller vendors
that are in compliance with local legislation. Further, Nel
conducts regular quality reviews, including production
site visits for risk assessment.
Nel is dependent on a limited number of third-party
suppliers for key production components for its
electrolyser and fueling equipment. All contract
manufactured or purchased components are designed
and selected in order to avoid a critical supply situation.
However, in a worst case scenario, if Nel fails to develop
or maintain its relationships with its suppliers or such
suppliers are prevented from supplying, Nel may be
delayed in manufacturing its products or its products
may be available only at a higher cost which could
prevent Nel from timely delivering its products to its
customers and Nel may experience order cancellation,
customer claims and loss of market share. To reduce
the sourcing risk Nel’s supply chain strategy is to have
dual supply chains on all components. Nel currently has
few components with single source and is at the risk
of temporary supply chain disruptions should one or
more suppliers fail to deliver. Another supply chain risk
is whether the suppliers can follow the expected growth
of the industry. In addition to making its current supply
chain more robust, Nel is working to facilitate increasing
volumes from important sub-suppliers.
Project risk
Nel participates in large commercial projects. Large
commercial projects are subject to risks of delay and
cost overruns inherent in any large construction project
from numerous factors, including:
unexpectedly long delivery times for, or shortages of,
key equipment, parts and materials;
unforeseen design and engineering problems leading
to delays;
labor disputes and work stoppages;
HSE accidents/incidents or other safety hazards;
disputes with suppliers;
last minute changes to the customer’s specifications;
adverse weather conditions or any other force
majeure events; and
inability or delay in obtaining regulatory approvals or
permits
Failure to complete a commercial project on time
may result in the delay, renegotiation or cancellation
of the contract. Further, significant delays could have
a negative impact on Nel’s reputation and customer
relationships. Nel could also be exposed to contractual
penalties for failure to complete the project and
commence operations in a timely manner, all of which
would aadversely affect Nel’s business, financial
condition and results of operations.
Nel ASA
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Annual report 2021
105
Key personnel
The successful development and performance of the
group’s business depends on the group’s ability to
attract and retain skilled professionals with appropriate
experience and expertise. Further, if the group loses the
service of its senior management or key personnel, it
may not be able to execute its business strategy. There
is no assurance, however, that the group will be able to
attract or retain such personnel on acceptable terms
or at all. Any failure to attract or retain such personnel
could have a material and adverse effect on the group’s
business and operations.
Customer risk
Nel’s ability to grow and generate incremental revenue
depends to a substantial degree on its ability to
successfully acquire new customers, and to maintain and
grow its relationships with existing customers. There can be
no assurance that Nel will be able to secure new customers,
or maintain its relationships with existing customers, in
the future. Further, a number of Nel’s existing and potential
customers are themselves planning substantial growth,
and should these customers fail to succeed with their
business plans or fail to fulfill their contracts with Nel, Nel’s
sales to such customers may be adversely affected, and
Nel’s revenues and results may suffer as a result.
Intellectual property rights
Nel seeks to protect important proprietary
manufacturing processes, documentation and other
written materials, and other intellectual property
primarily under patent, trade secret and copyright
laws. It also typically requires employees, consultants
and companies that have access to its proprietary
information to execute confidentiality agreements. The
steps taken by Nel to protect its proprietary information
may not be adequate to prevent misappropriation of its
technology. In addition, Nel’s proprietary rights may not
be adequately protected because:
people may not be deterred from misappropriating
its technologies despite the existence of laws or
contracts prohibiting misappropriation;
policing unauthorised use of Nel’s intellectual
property is difficult, expensive and time-consuming,
and the group may be unable to determine the extent
of any unauthorised use; and
the laws and legislation of countries in which the
group sell or plans to sell its products may offer little
or no protection for its proprietary technologies.
Unauthorised copying or other misappropriation of Nel’s
proprietary technologies could enable third parties to
benefit from its technologies without paying for doing
so. Any inability to adequately protect its proprietary
rights could harm the group’s ability to compete, to
generate revenue and to grow its business. This could
have a significant adverse effect on the group’s business,
prospects, financial results and results of operations.
Some of the group’s patents are due to expire within
the next couple of years which means that the group
will lose the sole right to certain technology in certain
areas. Although the company believes that this will have
little effect on the company’s competitive position, no
assurance can be made to this point.
The group may not obtain sufficient patent protection
on the technology embodied in its products and
production processes, which could significantly harm its
competitive position. Patents may provide only limited
protection for its technology and may not be sufficient
to provide competitive advantages. For example,
competitors could be successful in challenging any
issued patents or, alternatively, could develop similar or
more advantageous technologies on their own or design
around the group’s patents. Also, patent protection in
certain countries may not be available or may be limited
in scope and any patents obtained may not be as readily
enforceable as in all jurisdictions, making it difficult for
the group to effectively protect its intellectual property
from misuse or infringement by other companies in
these countries. Any inability to obtain and enforce
intellectual property rights in some countries could have
a significant adverse effect on the group’s business,
prospects, financial results and results of operations. In
addition, given the costs of obtaining patent protection
and the sometimes limited potential for protection, the
group may choose not to protect certain innovations
that later turn out to be important. There is also a
general risk that the group receives information subject
to confidentiality agreements, regarding other parties’
know-how and trade secrets in relation to technology
which may hinder the group from development of similar
intellectual assets.
Adverse publicity and product liability
Product liability claims against the group could result in
adverse publicity and potentially monetary damages.
It is possible that its products could result in injury,
whether by product malfunctions, defects, improper
installation or other causes. The successful assertion of
product liability claims against the group could result in
potentially significant monetary damages, which could
have a significant adverse effect on the group’s business,
prospects, financial results and results of operations. As
106
Notes to the consolidated nancial statements 2021
of the date of this annual report, the group is unaware
of any current or pending product liability claims made
against the group.
6.2 Financial risk factors
The key financial risks the group is exposed to are
related to liquidity, currency, interest rate, and credit risk.
Liquidity risk
Liquidity risk is the potential loss that occurs when the
group fails to fulfil its contractual obligations when they
fall due. Nel is operating in a fast-growing, emerging
market, with a long list of initiatives in many regions. The
need to address growth opportunities ahead of actual
market demand, balanced with the need to conserve
cash, is a continual challenge. The timing of addressing
such elements and risks is important. Moving too fast
could result in an unnecessarily high cost level, with cash
requirements beyond the current financing plan.
However, the group has a strong liquidity position,
NOK
2722.8 million, as per 31.12.2021. The strong cash
position is a good basis for the group’s growth strategy.
The group monitors its risks associated with lack of
capital up against the company’s planned activities.
The group will, if necessary, attempt to raise
capital through private placements, debt financing,
partnerships, and strategic alliances or from other
sources. The group may fail to raise capital on
acceptable terms, or not do it at all, and this can result in
a liquidation of the group.
Currency risk
Nel operates internationally and is subject to currency
risks arising from foreign currency transactions and
exposures. As the group presents its consolidated
results in NOK, any change in exchange rates between
NOK and its subsidiaries’ functional currencies, primarily
with respect to changes in USD and DKK, affects its
consolidated statement of income and consolidated
statement of financial position. As the group expands its
operations with projects in new markets the currency
risk exposure increases.
The group is on an overall level managed as a NOK
company for currency risk management purposes with
primary focus on NOK cash flow.
The groups gross foreign currency risk exposure is
significant, with the majority of revenue and expenses
denominated in foreign currency. The group mitigate the
currency risk exposure by entering into forward currency
contracts with financial institutions. The group has a
residual net currency risk exposure considering hedging
which is considered low to medium. Currency fluctuation
effects on net profit of the year:
(Amounts in thousands)
PROFIT AND LOSS CHANGES IN EXCHANGE RATE NOK/FOREIGN CURRENCIES
NET PROFIT IN FOREIGN
CURRENCIES
VALUE IN
CURRENCY
VALUE
IN NOK
10% 5% +5% +10%
DKK
-294 023 -422 863 42 286 21 143 -21 143 -42 286
USD
582 5 474 -547 -274 274 547
KRW
6 578 789 52 433 -5 243 -2 622 2 622 5 243
SEK
9 845 10 068 -1 007 -503 503 1 007
GBP
-201 -2 206 221 110 -110 -221
EUR
-657 -7 047 705 352 -352 -705
Effect on net income (loss)
36 414 18 207 -18 207 -36 414
STATEMENT OF FINANCIAL POSITION
NET RECEIVABLES/LIABILITIES IN FOREIGN CURRENCIES
DKK
-10 803
-15 201 1 520 760 -760 -1 520
USD 19 001 162 124 -16 212 -8 106 8 106 16 212
KRW - - - - - -
SEK 18 966 19 791 -1 979 -990 990 1 979
GBP -934 -10 276 1 028 514 -514 -1 028
EUR 16 590 173 702 -17 370 -8 685 8 685 17 370
Effect on net income (loss) -33 014 -16 507 16 507 33 014
Total effect on Net income (loss) and Equity
3 400
1 700 -1 700 -3 400
Nel ASA
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Annual report 2021
107
The table shows the gross foreign currency exposure
based on each entity in the group’ functional currency,
before hedging. Nel’s hedging strategy and designated
instruments are elaborated and disclosed in note 6.5.
The figures exclude translation of intercompany loans in
Nel ASA
Interest rate risk
The group does not have a significant amount of interest
bearing long-term debt. Due to the low amount of debt
in the group it is assessed that a change in interest
rates will not have a material effect on the financial
statements.
Credit risk
Credit risk is the risk that a counterparty will not meet
its obligations under a financial instrument or customer
contract, leading to a financial loss. Nel is exposed to
credit risk from its operating activities (primarily trade
receivables and contract assets) and from its financing
activities, including deposits with banks and financial
institutions, foreign exchange transactions and other
financial instruments. The carrying amounts of financial
assets and contract assets represent the maximum
credit exposure.
Expected credit loss assessment
The Group uses an allowance matrix to measure the
ECLs of trade receivables from individual customers,
which comprise a very large number of small balances.
Loss rates are calculated using a factor method based
on the probability of a receivable progressing through
successive stages of delinquency to write-off. Roll rates
are calculated separately for exposures in different
segments based on the following common credit risk
characteristics - geographic region, age of customer
relationship and type of products purchased.
The following table provides information about the
exposure to credit risk and ECLs for trade receivables
from individual customers as of 31 December, 2020 and
2021.
Loss rates are based on actual credit loss experience
over the past two years. These rates are multiplied
by a factor to reflect differences between economic
conditions during the period over which the historical
data has been collected, current conditions and Nel’s
view of economic conditions over the expected lives of
the receivables.
2021
WEIGHTEDAVERAGE
LOSS RATE
GROSS CARRYING
AMOUNT LOSS ALLOWANCE
Current (not past due)
0.0 % 112 999 12
1-30 days past due
0.1 % 52 871 27
31-60 days past due
0.8 % 16 501 124
61-90 days past due
1.0 % 3 435 33
91 days to one year past due
1.7 % 20 301 337
More than one year past due
10.0 % 6 479 645
Total
212 585 1 177 0.6 %
2020
WEIGHTEDAVERAGE
LOSS RATE
GROSS CARRYING
AMOUNT LOSS ALLOWANCE
Current (not past due)
0.0 % 54 392 5
1-30 days past due
0.2 % 8 710 17
31-60 days past due
0.8 % 17 064 128
61-90 days past due
1.0 % 4 142 41
91 days to one year past due
3.0 % 13 775 413
More than one year past due
10.0 % 4 411 441
Total
102 496 1 046 1.0 %
108
Notes to the consolidated nancial statements 2021
6.3 Market risk factors
Market development risk
Significant markets for fueling products, other hydrogen
energy products or renewable energy as a major source
for hydrogen production may never develop or may
develop more slowly than the group anticipates. This would
significantly harm Nel’s revenues and may cause Nel to
be unable to recover the expenditures it has incurred and
expect to incur in the development of its products.
Regulatory issues
The group’s operations are subject to numerous
environmental requirements. Such laws and regulations
govern, among other matters, air pollution emissions,
wastewater discharges, solid and hazardous waste
management, and the use, composition, handling,
distribution and transportation of hazardous materials.
Many of these laws and regulations are becoming
increasingly stringent (and may contain “strict liability”),
and the cost of compliance with these requirements can
be expected to increase over time.
The group’s electrolyser production depends on various
discharge permits granted by various authorities.
From time to time, breaches of the allowed emission
limits set out in such permits may occur. If such limits
of the relevant permits should be exceeded, this may
have a significant effect on the group’s operations and
result, as the group may be ordered to temporarily halt
production, be subject to fines and/or be ordered to
undertake corrective measures.
The group cannot predict the impact of new or
changed laws or regulations relating to health, safety,
the environment or other concerns or changes in the
ways that such laws or regulations are administered,
interpreted or enforced. The requirements to be met,
as well as the technology and length of time available
to meet those requirements, continue to develop and
change. To the extent that any of these requirements
impose substantial costs or constrain the group’s ability
to expand or change its processes, the group’s business,
prospects, financial results and results of operations
could suffer. Any breach of such requirements could in
addition result in fines or other substantial costs and/or
constraint the group’s ability to operate its production
plant, which could have a significant adverse effect on
its business, prospects, financial results and results of
operations.
The fuel cell and hydrogen industry are in its development
phase and is not currently subject to industry specific
government regulations in the European Union, Asia and
the United States, as well as other jurisdictions, relating
to matters such as design, storage, transportation
and installation of fuel cell systems and hydrogen
infrastructure products. However, given that the
production of electrical energy has typically been an
area of significant government regulation, the Company
expects it will encounter industry specific government
regulations in the future in the jurisdictions and markets
in which it operates. For example, regulatory approvals or
permits may be required for the design, installation and
operation of Nel’s products. To the extent there are delays
in gaining such regulatory approval, Nel’s development
and growth may be constrained. Nel’s business will suffer
if environmental policies change and no longer encourage
the development and growth of clean power technologies.
Nel depends substantially on government subsidies.
Political developments could lead to a material
deterioration of the conditions for, or a discontinuation
of, the subsidies for its technology. It is also possible
that government financial support for Nel’s technology
will be subject to judicial review and determined to
be in violation of applicable constitutional or legal
requirements or be significantly reduced or discontinued
for other reasons. Without government subsidies, or
with reduced government subsidies, the availability of
profitable investment opportunities for Nel would be
significantly lower, which could have a material adverse
effect on Nel’s business, financial condition, results of
operations and cash flows.
Competition
The group competes with a large number of competitors.
Many competitors are developing and are currently
producing products based on technologies that may
have costs similar to, or lower than, the group’s projected
costs. Many of the group’s existing and potential
competitors may have longer operating histories, greater
name recognition, structurally better cost positions
through geographical location or agreements with local
authorities (including direct and indirect subsidies),
better access to skilled personnel, better access to
research and development partners, access to larger
customer bases and significantly greater financial, sales
and marketing, manufacturing, distribution, technical
and other resources than the group. As a result, they
may be able to respond more quickly than the group can
to the changing customer demands or to devote greater
resources to the development, promotion and sales
of their products. The group’s business relies on sales
Nel ASA
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Annual report 2021
109
of its products, and competitors with more diversified
product offerings may be better positioned to withstand
a decline in the demand for products of the types that
the group offers. It is possible that new competitors or
alliances among existing competitors could emerge and
rapidly acquire significant market share, which would
harm the group’s business. If the group fails to compete
successfully, it could have a significant adverse effect
on the group’s business, prospects, financial results and
results of operations.
Covid 19
The Covid 19 pandemic has impacted our operations.
We have seen that it has impacted our ability to
operate manufacturing facilities as normal and our
employees’ ability to travel for installation and service
work. It has not been possible to measure a reliable and
accurate number of the effects in 2021. There are still
uncertainties related to the market recovery related to
supply chain and raw material supply and prices.
6.4 Climate-related risks
Regulatory risks and Geopolitics
While climate change is the megatrend, the anticipated
role of green hydrogen as a sustainable activity
contributing to climate change mitigation could change.
How geopolitics will impact and shape climate policies
going forward constitutes a risk for Nel. We would not be
significantly impacted by the introduction of a potential
carbon tax or restrictions on the use of carbon-intensive
assets. Further, we do not consume products from
conflict areas and our consumption of rare materials is
limited.
Reputation Risk
Nel recognizes the importance of maintaining a strong
brand in the developing green hydrogen industry.
Reputational risk comprises: i) any damage to brand
value that will cause lost opportunities, ii) challenges
in recruiting and retaining talent that in turn could
halt technology developments and damage customer
experience, and iii) challenges in attracting investors
due to damaged reputation which could affect the going
concern status of the group.
Physical Risk
None of our manufacturing facilities are located in
environments overly exposed to physical risks. Relatedly,
our facilities are not located in the areas most exposed to
sustained long-term shifts in climate patterns. However,
our delivered solutions require continuous access to
water and electricity, a shortage of which could impact
our products’ performance.
6.5 Hedge accounting
Derivative nancial instruments and hedge
accounting
The Group holds derivative financial instruments to
hedge its foreign currency risk exposures. Derivatives
are both initially and subsequently to initial recognition
measured at fair value, and changes therein are generally
recognised in profit or loss.
The group designates certain derivatives as hedging
instruments to hedge the variability in cash flows
associated with firm commitments and highly probable
forecast transactions arising from changes in foreign
exchange rates. At the inception of designated
hedging relationships, the Group documents the risk
management objective and strategy for undertaking
the hedge. The group also documents the economic
relationship between the hedged item and the hedging
instrument, including whether the changes in cash flows
of the hedged item and hedging instrument are expected
to offset each other.
Cash ow hedges
For the purpose of hedge accounting, hedges are
classified as cash flow hedges when hedging the exposure
to changes in the fair value of a recognised asset or
liability or a highly probable forecast transaction. Nel
accounts for a hedge of foreign currency risk as a cash
flow hedge, including also exposures to an unrecognised
firm commitment. When a derivative is designated as a
cash flow hedging instrument, the effective portion of
changes in the fair value of the derivative is recognised in
OCI and accumulated in the hedging reserve. The effective
portion of changes in the fair value of the derivative that
is recognised in OCI is limited to the cumulative change
in fair value of the hedged item, determined on a present
value basis, from inception of the hedge. Any ineffective
portion of changes in the fair value of the derivative is
recognised immediately in profit or loss.
The group designates the currency forward contracts on
a ‘forward basis’, which includes both the spot element
and the forward element. Then the full fair value of the
hedging instrument is used in measuring ineffectiveness.
The amount accumulated in the hedging reserve is
reclassified to profit or loss in the same period or periods
during which the hedged expected future cash flows
affect profit or loss.
110
Notes to the consolidated nancial statements 2021
If the hedge no longer meets the criteria for hedge
accounting or the hedging instrument is sold, expires,
is terminated or is exercised, then hedge accounting is
discontinued prospectively. When hedge accounting for
cash flow hedges is discontinued, the amount that has
been accumulated in the hedging reserve remains in
equity until it is reclassified to profit or loss in the same
period or periods as the hedged expected cash flows
affect profit or loss.
The Group is exposed to certain risk relating to
its ongoing business operations. In 2021, foreign
exchange forward contracts are designated as
hedging instruments in cash flow hedges of firm sale
commitment in U.S. dollar, Swedish krona, Euro and
British pound. In addition, purchase of property, plant
and equipment in Euro and highly probably forecast
transactions in Euro and Swedish Krona.
The foreign exchange forward contract balances vary
in particular with the magnitude of firm commitment
foreign currency sales and changes in foreign exchange
forward rates.
As of 31 December 2021, the Group held the following
instruments to hedge exposures to changes in foreign
currency.
MATURITY/HEDGING INSTRUMENTS 2022Q1 2022Q2 2022Q3 2022Q4
MORE
THAN
ONE
YEAR TOTAL
USD
USD forward contracts, net
7 013 2 280 2 280 0 1 629 13 202
Average NOK:USD forward contracts rate
9.04 9.54 9.54 0.00 9.54 9.27
Hedged NOK, net (nominal amount)
63 392 21 752 21 748 0 15 534 122 426
Fair value USD forward contracts
1 496 1 564 1 522 0 1 051 5 633
SEK
SEK forward contracts, net
-17 224 -7 108 -8 271 -3 837 0 -36 440
Average NOK:SEK forward contracts rate
1.01 1.02 1.02 1.01 0.00 1.01
Hedged NOK, net (nominal amount)
-17 330 -7 243 -8 427 -3 860 0 -36 860
Fair value SEK forward contracts
-536 -296 -318 -89 0 -1 239
GBP
GBP forward contracts, net
981 0 773 1 160 773 3 687
Average NOK:GBP forward contracts rate
11.81 0.00 11.65 11.69 11.73 11.72
Hedged NOK, net (nominal amount)
11 588 0 9 008 13 554 9 068 43 217
Fair value GBP forward contracts
-72 0 -164 -248 -163 -647
EUR
EUR forward contracts, net
10 030 -149 -328 840 3 017 13 411
Average NOK:EUR forward contracts rate
10.22 12.50 12.23 10.44 10.51 10.22
Hedged NOK, net (nominal amount)
102 476 -1 861 -4 010 8 767 31 724 137 096
Fair value EUR forward contracts
2 195 -365 -712 245 825 2 188
TOTAL hedged NOK, net (nominal amount)
160 126 12 648 18 319 18 460 56 326 265 878
TOTAL fair value, NOK
3 083 902 328 -91 1 713 5 935
The eects that hedge accounting has had on
the statement of nancial position, statement
of prot or loss and OCI and statement of
changes in equity
Hedging instruments are measured at fair value and
recognised in the statement of financial position as
either an asset or a liability depending on the whether
the instrument has a positive or negative value. The fair
values recognised represents unrealised gains/losses
driven by the changes in foreign exchange rates.
Statement of financial position
The table below show the fair value of forward exchange
contracts designated as hedging instruments in the
statement of financial position.
Nel ASA
I
Annual report 2021
111
(Amounts in NOK thousands)
TYPE OF HEDGE ITEMS
CURRENT
ASSETS
NONCURRENT
ASSETS
OTHER
CURRENT
LIABILITES
NONCURRENT
LIABILITIES TOTAL
Revenue
10 473 8 100 -947 0 17 626
Raw materials
59 82 -377 -595 -832
Property, plant and equipment
0 - -2 283 -241 -2 524
As of 31.12.2020
10 532 8 181 -3 608 -836 14 270
Revenue
7 989 1 877 -1 400 -163 8 302
Raw materials
187 0 -2 288 0 -2 101
Property plant and equipment
0 0 -439 0 -439
As of 31.12.2021
8 176 1 877 -4 127 -163 5 762
Profit or loss and OCI
The table below includes the reconciliation of movements in hedging reserve, cash flow hedges, in OCI during the year.
(Amounts in NOK thousands)
REVENUE
RAW
MATERIALS
FINANCE
COSTS
PROPERTY,
PLANT AND
EQUIPMENT TOTAL
As of 01.01.2020
-786 0 0 0 -786
Effective portion of changes in fair value
14 340 -832 3 314 -2 772 14 050
Reclassified to profit or loss
1 463 0 -3 314 0 -1 851
Reclassified to statement of financial
positions (basis adjustment)
-217 0 0 248 31
As of 01.01.2021
14 800 -832 0 -2 524 11 444
Effective portion of changes in fair value
2 989 -2 332 -1 481 -2 263 -3 086
Reclassified to profit or loss
-4 663 0 1 481 0 -3 182
Reclassified to statement of financial
positions (basis adjustment)
-5 473 1 063 0 4 348 -62
As of 31.12.2021
7 654 -2 101 0 -439 5 114
During the year, a hedging gain of NOK 4.7 (1.5) million
has been realised and reclassified to profit or loss within
‘Revenue from contracts with customers’.
The timeline below illustrates when the unrealised
changes in fair value of the foreign currency forward
contracts may be reclassified to profit or loss and
statement of financial position.
(Amounts in NOK thousands)
2021 2022 2023 2024 TOTAL
Revenue
0
6 700 6 585 1 515 14 800
Raw materials 0 -318 -514 0 -832
Property, plant and equipment 0 -2 283 -241 0 -2 524
As of 31.12.2020 11 444
Revenue 5 940 1 713 0 7 654
Raw materials -2 101 0 0 -2 101
Property plant and equipment -439 0 0 -439
As of 31.12.2021 5 114
112
Notes to the consolidated nancial statements 2021
Economic relationship and eectiveness
The hedged item creates an exposure to buy a foreign
currency and sell the functional currency. The forward
contract is to sell foreign currency and buy the functional
currency. As the hedged exposure is exactly matched
by the currency leg of the forward contract (i.e. they are
the same amount of currency with the same payment
date), there is a clear economic relationship between the
hedging instrument and the hedged item. Hedging less
than 100 % is considered when natural hedge positions
could occur during the hedging period, or to limit the risk
of over-hedging given the inherent uncertainties in any
estimated cash flow.
If there’s no change in the hedge item cash magnitude
(e.g. contract termination or amendment) the
hedge would be effective as long as the timing of the
hedge instrument and hedge item are aligned. No
ineffectiveness has been recognised in the income
statement in 2021 or 2020.
The Group does not have any fair value hedge or net
investment hedge.
6.6 Financial instruments
Nel uses the following hierarchy for determining and
disclosing the fair value of financial instruments by
valuation technique:
Level 1: Inputs are quoted prices in active markets for
identical assets or liabilities that are accessible at the
measurement date.
Level 2: The fair value of financial instruments that
are not quoted in an active market is determined
using valuation techniques which maximise the use of
observable market price and rely as little as possible on
entity-specific estimates.
Level 3: Unobservable inputs are used to measure fair
value to the extent that relevant observable inputs are
not available, thereby allowing for situations in which
there is little, if any, market activity for the asset or
liability at the measurement date. Techniques that use
inputs that have a significant effect on the recorded fair
value that are not based on observable market data.
Financial instruments and fair values
2021
CARRYING AMOUNT FAIR VALUE
FAIR VALUE
 HEDGING
INSTRUMENTS
MANDATORILY
AT FVTPL
 OTHERS
FINANCIAL
ASSETS AND
LIABILTIES AT
AMORTISED
COST TOTAL LEVEL 1 LEVEL 2 LEVEL 3 TOTAL
Assets
Financial assets
measured at fair value
Forward exchange contracts
used for hedging 10 053 10 053 10 053 10 053
Financial asset - equity instru-
ments 600 092 600 092 568 191 31 902 600 092
SUM 10 053 600 092 610 145 568 191 10 053 31 902 610 145
Liabilities
Financial liabilities
measured at fair value
Forward exchange contracts
used for hedging -4 290 -4 290 -4 290 -4 290
SUM -4 290 -4 290 -4 290 -4 290
Financial liabilities
not measured at fair value
Long-term debt 23 191 23 191 23 191 23 191
SUM 23 191 23 191 23 191 23 191
Nel ASA
I
Annual report 2021
113
2020
CARRYING AMOUNT FAIR VALUE
FAIR VALUE
 HEDGING
INSTRUMENTS
MANDATORILY
AT FVTPL
 OTHERS
FINANCIAL
ASSETS AND
LIABILTIES AT
AMORTISED
COST TOTAL LEVEL 1 LEVEL 2 LEVEL 3 TOTAL
Assets
Financial assets
measured at fair value
Forward exchange contracts
used for hedging 18 714 18 714 18 714 18 714
Financial asset
- equity instruments 1 706 390 1 706 390 1 686 405 19 984 1 706 390
SUM 18 714 1 706 390 1 725 103 1 686 405 18 714 19 984 1 725 103
Liabilities
Financial liabilities
measured at fair value
Forward exchange contracts
used for hedging 4 444 4 444 4 444 4 444
SUM 4 444 4 444 4 444 4 444
Financial liabilities
not measured at fair value
Long-term debt 30 284 30 284 30 284 30 284
SUM - - 30 284 30 284 30 284 30 284
The management assessed that cash and short-term
deposits, trade receivables, other current assets, trade
payables and other current liabilities’ carrying amounts
are a reasonable approximation of their fair value largely
due to the short-term maturities of these instruments.
Nel enters into forward exchange contracts with financial
institutions, where the fair value of such instruments
is based on valuation techniques including market
observable inputs. The most frequently applied valuation
techniques include forward pricing and swap models
using net present value calculations. The models used
incorporate various inputs, including the credit quality of
counterparties, foreign exchange spot and forward rates
and interest rate curves. The valuation is performed by
banks or external valuation providers.
For recurring fair value measurements using significant
unobservable inputs (Level 3), the effect of the
measurements on profit or loss for the period has been
31.9 (20.0) million.
6.7 Contractual
commitments and
commitments for future
investments
Nel is committed to future investments in Hydrogen
Energy Network (HyNet) of approximately NOK 5.6
million. These commitments are expected to be cash-
settled during 2022.
114
Notes to the consolidated nancial statements 2021
7.1 Composition of the group
The following subsidiaries are included in the consolidated financial statements:
COMPANY LOCATION
MAIN
OPERATIONS
CONSOLIDATED
FROM:
OWNERSHIP/
VOTES 2021
OWNERSHIP/
VOTES 2020
Nel Hydrogen
Electrolyser AS Notodden, Norway Alkaline electrolysers
01.10.2015 100 % 100 %
Nel Hydrogen A/S Herning, Denmark
Hydrogen fueling
stations 01.07.2015 100 % 100 %
Nel Fuel AS Oslo, Norway Investment/holding 01.07.2015 100 % 100 %
Proton Energy
Systems Inc
Wallingford, Connecticut,
USA PEM electrolysers 01.07.2017 100 % 100 %
Nel Korea Co. Ltd Seoul, South Korea Service of H2Station® 01.07.2018 100 % 100 %
Nel Hydrogen Inc San Leandro, California USA Service of H2Station® 01.01.2019 100 % 100 %
Nel Hydrogen Electro-
lyser Belgium BV Brussels, Belgium
Electrolyser sales
office 27.09.2021 100 % 100 %
All subsidiaries are 100 % owned. There is no uncertainty about control and no restrictions on the ability to access or
use assets and settle liabilities in the group.
7.2 Executive management remuneration
Nel Executive Management Compensation and number of shares owned
2021
(Amounts in NOK thousands)
REMUNERATION OF
MANAGEMENT 2021 SALARY BONUS
PENSION
EXPENSE
OTHER
REMUNERATION
1
TOTAL
REMUNERATION
NUMBER OF
SHARES
Jon André Løkke, CEO
2)
3 015 753 181 0 3 949 2 000 000
Kjell Christian Bjørnsen, CFO
2 579 0 181 0 2 760 0
Anders Søreng, CTO
2 226 0 181 596 3 003 200 000
Jørn Rosenlund, CSO
2 730 0 198 607 3 535 250 000
Robert Borin, SVP Nel Hydrogen
Fueling
2 214 0 176 0 2 391 0
Filip Smeets, SVP Nel Hydrogen
Electrolyser
2 462 0 0 0 2 462 0
Hans Hide, SVP Projects
1 906 0 181 581 2 668 20 000
Stein Ove Erdal, Vice President Legal
and General Counsel
2 070 0 181 581 2 832 0
Caroline Duyckaerts, Chief Human
Resources Officer
1 632 0 181 0 1 813 0
TOTAL
20 834 753 1 462 2 365 25 413 2 470 000
1)
Other remuneration is mainly related to share option program
2)
Jon André Løkke has a six months notice period, plus is entitled to six months severence pay.
Nel ASA
I
Annual report 2021
115
2020
(Amounts in NOK thousands)
REMUNERATION OF
MANAGEMENT 2020 SALARY BONUS
PENSION
EXPENSE
OTHER
REMUNERATION
1
TOTAL
REMUNERATION
NUMBER OF
SHARES
Jon André Løkke, CEO
2)
2 737 841 178 52 296 56 052 2 000 000
Kjell Christian Bjørnsen, CFO
3)
2 090 0 178 0 2 268 0
Anders Søreng, CTO
3 487 0 0 2 434 5 921 331 899
Jørn Rosenlund, SVP Nel Hydrogen
Fueling
2 194 0 175 1 311 3 680 300 000
Filip Smeets, SVP Nel Hydrogen
Electrolyser
4)
1 844 0 73 458 2 375 0
Hans Hide, SVP Projects
1 796 0 178 0 1 974 0
Stein Ove Erdal, Vice President Legal
and General Counsel
1 722 0 178 0 1 901 0
Caroline Duyckaerts, Chief Human
Resources Officer
5)
0 0 0 0 0 0
TOTAL
15 870 841 962 56 499 74 171 2 631 899
1)
Other remuneration is mainly related to share option program
2)
Jon André Løkke has a six months’ notice period, plus is entitled to six months severance pay.
3)
Employed in Nel from March 2020
4)
Employed in Nel from April 2020
5)
Employed in Nel from January 2021
The Board of Directors determines the remuneration of
the CEO based on a proposal from the Remuneration
Committee and approves the general terms of the
company’s incentive plans for Executive Management
and other key employees. The CEO determines the
compensation to the other members of Nel’s Executive
Management.
Nel’s approach is to provide the CEO and other members
of Nel’s executive Management as well as employees
with a market competitive offer for our renewable
industry. The compensation should be:
attractive to recruit and retain executives and other
talents to Nel;
market competitive in the respective locations but
not market leading, fitting for our renewable industry;
Support the creation of sustainable value to Nel’s
shareholders
Total compensation for each member of Executive
Management is compared to the relevant market on
a regular basis. Nel’s remuneration of the Executive
Management includes the Base Salary, Bonus, Share
Option Program, Pension (defined contribution plans)
and other compensation elements such as car, cell
phone and internet connection.
7.3 External audit
remuneration
FEES TO THE GROUP AUDITOR 2021 2020
Statutory auditing services 2 834 2 336
Attestation services 285 261
Non-auditing services 428 930
TOTAL 3 547 3 528
In addition to the fees included in the remuneration table
above, the group incurred NOK 1.4 (1.3) million in 2021 of
attestation services and non-auditing services provided
by company other than EY, the group auditor.
FEES TO OTHER AUDITORS
ELECTED BY SUBSIDIARIES 2021 2020
Statutory auditing services
0 0
Attestation services
882 746
Non-auditing services
503 510
TOTAL
1 385 1 256
116
Notes to the consolidated nancial statements 2021
7.4 Related parties
Executive management
Information on key management compensation
is disclosed in note ‘7.2 executive management
remuneration’.
Associated and joint ventures
Nel’s significant transactions with associated companies
and joint ventures are described in note 3.4 Investments
in associated companies and joint ventures.
Transactions with related parties are at arm’s length
principles.
Board of Directors
Members of Nel’s Board of Directors’ remuneration and
share ownership are disclosed in the tables below.
2021
BOARD OF DIRECTORS 2021 REMUNERATION NUMBER OF SHARES OWNERSHIP
Ole Enger - Chair of the Board 589 149 462 0.01 %
Tom Røtjer 319 0 0.00 %
Beatriz Malo de Molina 319 0 0.00 %
Charlotta Falvin 319 0 0.00 %
Finn Jebsen
1)
319 310 620 0.02 %
Hanne Blume 319 0 0.00 %
TOTAL 2 186 460 082 0.03 %
1)
Consisting of shares held through Fateburet AS
AUDIT COMMITTEE 2021 REMUNERATION
Finn Jebsen - chair of the audit committee
85
Beatriz Malo de Molina
50
TOTAL
135
2020
BOARD OF DIRECTORS 2020 REMUNERATION NUMBER OF SHARES OWNERSHIP
Ole Enger - Chair of the Board
563 149 462 0.01 %
Tom Røtjer
306 0 0.00 %
Beatriz Malo de Molina
306 0 0.00 %
Charlotta Falvin
306 0 0.00 %
Finn Jebsen
1)
306 310 620 0.02 %
Hanne Blume
306 0 0.00 %
TOTAL
2 094 460 082 0.03 %
1)
Consisting of shares held through Fateburet AS
AUDIT COMMITTEE 2020 REMUNERATION
Finn Jebsen - chair of the audit committee
75
Beatriz Malo de Molina
40
TOTAL
115
Nel ASA
I
Annual report 2021
117
7.5 Events after the balance
sheet date
Information about the group’s financial position that
has occurred after the balance sheet date is disclosed
if the information is considered to be significant for
the group’s current financial statements and future
position. On 21 January 2022, Hyon AS, completed a
private placement at a price of NOK 2.34 per share
and subsequently a successful admission to Euronext
Growth Oslo. The private placement values the company,
based on the shares outstanding following the private
placement and the offer price, at approximately NOK
130 million. Nel ASA owns 9 080 000 shares, or 17.64%,
of the company. Hyon AS had its first day of trading on
Euronext Growth Oslo 14 February 2022. The war in
Ukraine impacts commodity prices relevant to Nel. The
financial impact is uncertain. Nel’s operational activities
in Russia and Ukraine are limited.
Other than Hyon AS’ admission to Euronext Growth
Oslo, there have been no significant changes in the
financial position of the Group since the date of the
interim financial statements for twelve months ended 31
December 2021.
7.6 Going concern
The financial statement is presented on the going
concern assumption under International Financial
Reporting Standards. As per the date of this report
the group has sufficient working capital for its planned
business activities over the next twelve-month period.
The Board of Directors confirmed on this basis that the
going concern assumption is valid, and that financial
statements are prepared in accordance with this
assumption.
118
Notes to the consolidated nancial statements 2021
Parent company nancial statements
120
7 Parent company
nancial statements
Statement of comprehensive income .............................................................................................................................. 122
Statement of financial position as of 31 December ......................................................................................................... 123
Statement of cash flows .................................................................................................................................................... 126
Statement of changes in equity ......................................................................................................................................... 127
Note 1 Company information ......................................................................................................................................... 128
Note 2 Basis for preparation and significant accounting principles ............................................................................ 128
Note 3 Revenue from contracts with customers .......................................................................................................... 131
Note 4 Personnel expenses ............................................................................................................................................ 132
Note 5 Other operating expenses .................................................................................................................................. 134
Note 6 Income taxes........................................................................................................................................................ 134
Note 7 Property, plant and equipment........................................................................................................................... 136
Note 8 Cash and cash equivalents ................................................................................................................................. 136
Note 9 Share capital and shareholders .......................................................................................................................... 137
Note 10 Specification of balance sheet items ................................................................................................................. 137
Note 11 Subsidiaries, associates and joint ventures ...................................................................................................... 138
Note 12 Other investments ............................................................................................................................................... 138
Note 13 Transactions with related parties ....................................................................................................................... 139
Note 14 Lease liabilities ..................................................................................................................................................... 140
Note 15 Finance income and cost .................................................................................................................................... 141
Note 16 Financial risk and derivatives ............................................................................................................................. 141
Note 17 Financial instruments ......................................................................................................................................... 142
Note 18 Guarantees .......................................................................................................................................................... 143
Note 19 Subsequent events .............................................................................................................................................. 143
Nel ASA
I
Annual report 2021
121
Statement of
comprehensive income
(Amounts in NOK thousands) Nel ASA
NOTE 2021 2020
Revenue from contracts with customers
3 75 613 43 500
Other operating income
36 45
Total revenue and operating income
75 649 43 545
Personnel expenses
4 52 032 33 553
Depreciation and amortisation
7 2 645 1 113
Other operating expenses
5 42 050 20 806
Total operating expenses
96 728 55 472
Operating loss
-21 079 -11 927
Finance income
15 46 853 175 549
Finance costs
15 -50 195 -6 916
Share of loss from associate and joint venture
11 -35 -300
Net financial items
-3 377 168 333
Pre-tax income (loss)
-24 456 156 406
Tax expense
6 0 0
Net income (loss) attributable to equity holders of the company
-24 456 156 406
Other comprehensive income
0 0
Comprehensive income (loss) attributable to equity holders of the company
-24 456 156 406
Appropriation of comprehensive income (loss) and equity transfers
Dividends proposed
0 0
Retained earnings
-24 456 156 406
Total appropriation
-24 456 156 406
122
Parent company nancial statements
Statement of nancial position
as of 31 December
(Amounts in NOK thousands) Nel ASA
ASSETS NOTE 2021 2020
NONCURRENT ASSETS
Property, plant and equipment
7 9 799 1 557
Investments in subsidiaries
11 2 784 947 1 847 776
Investments in associates and joint ventures
11 572 0
Non-current financial assets
10, 16 13 118 35 111
Long-term receivables group
13 463 095 416 425
Total non-current assets
3 271 530 2 300 869
CURRENT ASSETS
Trade receivables
82 0
Other current assets
10, 12, 16 108 779 169 415
Cash and cash equivalents
8 2 540 734 2 219 029
Receivables group
13 96 617 82 985
Total current assets
2 746 212 2 471 429
TOTAL ASSETS
6 017 742 4 772 298
Nel ASA
I
Annual report 2021
123
Statement of nancial position
as of 31 December
(Amounts in NOK thousands) Nel ASA
EQUITY AND LIABILITIES NOTE 2021 2020
EQUITY
Share capital
9 292 160 281 560
Treasury shares
9 -79 -79
Share premium
9 5 596 246 4 367 305
Other capital reserves
9 53 420 43 934
Retained earnings
9 20 405 44 861
Other components of equity
9 0 0
Total equity
5 962 150 4 737 580
NONCURRENT LIABILITIES
Long-term debt group
13 1 555 0
Other non-current liabilities
10 7 147 836
Total non-current liabilites
8 702 836
CURRENT LIABILITIES
Trade payables
10 047 1 836
Provisions
445 661
Short-term liabilities group
13 17 792 18 714
Other non-current liabilities
10, 14, 16 18 605 12 670
Total current liabilities
46 889 33 881
Total liabilities
55 591 34 717
TOTAL EQUITY AND LIABILITIES
6 017 742 4 772 297
124
Parent company nancial statements
OSLO, 22 MARCH 2022
THE BOARD OF DIRECTORS
Ole Enger Beatriz Malo de Molina Charlotta Falvin
Chair Board member Board member
(Electronically signed) (Electronically signed) (Electronically signed)
Finn Jebsen Hanne Blume Tom Røtjer
Board member Board member Board member
(Electronically signed) (Electronically signed) (Electronically signed)
Jon André Løkke
CEO
(Electronically signed)
Nel ASA
I
Annual report 2021
125
(Amounts in NOK thousands) Nel ASA
NOTE 2021 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Loss before tax
-24 456 156 406
Adjustments for interest expense
15 543 141
Adjustments interests received
13, 15 -27 118 -25 972
Share of loss from associate and joint venture
11 35 300
Equity-settled share-based compensation expense
4 1 776 898
Depreciation
7 2 645 1 113
Change in fair value equity instruments
15 47 757 -100 176
Change in provisions
-216 -5 027
Change in account receivables, group receivables
-13 714 -84 466
Change in trade payable and group payables
7 290 18 087
Changes in other current assets and other liabilities
-65 671 -28 012
Net cash flow from operating activities
-71 127 -66 706
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment
7 -499 -68
Loan given to subsidiaries
13 -871 099 -507 364
Investments in associates and joint ventures
11 -1 272 -300
Investments in other financial assets
10 -10 572 0
Proceeds from sales of other investments
10 39 509 0
Net cash flow from investing activities
-843 932 -507 732
CASH FLOWS FROM FINANCING ACTIVITIES
Interests paid
15 -543 -141
Gross cash flow from share issues
9 1 255 103 2 383 259
Transaction costs related to capital increases
9 -15 562 -68 297
Payment of lease liabilities
14 -2 233 -920
Net cash flow from financing activities
1 236 765 2 313 900
Net change in cash and cash equivalents
321 706 1 739 462
Cash balance as of 01.01
8 2 219 029 479 567
Cash balance as of 31.12
8 2 540 734 2 219 029
Statement
of cash ows
126
Parent company nancial statements
(Amounts in NOK thousands) Nel ASA
SHARE
CAPITAL
SHARE
PREMIUM
OTHER
RESERVE
TREASURY
SHARES
RETAINED
EARNINGS
TOTAL
EQUITY
Equity as of 31.12.2019 244 420 2 089 418 36 253 -14 -111 546 2 258 532
Increase of capital 2020 37 139 2 277 822 2 314 961
Options and share program 65 7 681 -65 7 681
Total comprehensive income 156 406 156 406
Equity as of 31.12.2020 281 559 4 367 305 43 934 -79 44 860 4 737 580
Equity as of 31.12.2019 244 420 2 089 418 36 253 -14 -111 546 2 258 532
Increase of capital 2021 10 600 1 228 940 1 239 541
Options and share program 9 486 9 486
Total comprehensive income -24 456 -24 456
Equity as of 31.12.2021
292 160 5 596 246 53 420 -79 20 404 5 962 150
Statement of
changes in equity
Nel ASA
I
Annual report 2021
127
Note 1 Company
information
Nel ASA (Nel) is a global, dedicated hydrogen company,
delivering optimal solutions to produce, store and
distribute hydrogen from renewable energy. Nel ASA
is the parent company in a group that serves industry,
energy and gas companies with leading hydrogen
technology. Since its origins in 1927 as part of Norsk
Hydro, Nel has a proud history of development and
continuous improvement of hydrogen plants. Our
hydrogen solutions cover the value chain from hydrogen
production technologies to manufacturing of hydrogen
fueling stations, providing all fuel cell electric vehicles
(FCEVs) with the same fast fueling and long range as
conventional vehicles today.
The group has two divisions: Nel Hydrogen Electrolyser
and Nel Hydrogen Fueling.
Nel ASA (org. no 979 938 799) was formed in 1998 and
is a Norwegian public limited company listed on the
Oslo Stock Exchange. The company’s head office is in
Karenslyst allé 49, N-0279 Oslo, Norway. The parent
company financial statements were approved by the
Board of Directors on 22 March 2022.
Note 2 Basis for
preparation and signicant
accounting principles
Statement of compliance
The financial statements for Nel ASA have been prepared
and presented in accordance with simplified IFRS
pursuant to section 3-9 of the Norwegian Accounting
Act.
Basis for preparation
These financial statements have been prepared on
a historical cost basis, except for certain financial
instruments, which are measured at fair value.
Accounting estimates and judgements
In preparing the financial statements, assumptions
and estimates that have had effect on the amounts
and presentation of assets and liabilities, income and
expenses and contingent liabilities must be made.
Actual results could differ from these assumptions and
estimates.
Foreign currency translation
The functional currency and presentation currency of
the company is Norwegian kroner (NOK). Transactions
in foreign currency are translated at the rate applicable
on the transaction date. Monetary items in a foreign
currency are translated into NOK using the exchange
rate applicable on the balance sheet date. Non-monetary
items that are measured at their historical cost
expressed in a foreign currency are translated into NOK
using the exchange rate applicable on the transaction
date. Non-monetary items that are measured at their fair
value expressed in a foreign currency are translated at
the exchange rate applicable on the balance sheet date.
Changes in accounting policies
A few amendments to IFRS have been implemented for
the first time in 2021. The amendments did not have
any material impact for the parent company. In addition,
several amendments to IFRS are issued up to the date
of issuance of these financial statements but are not yet
effective. The company has not applied the new IFRSs
and the impact of applying the amendments is not
expected to have a material impact on the Company’s
financial statements.
Denition and applying of materiality
judgements in preparation of these
nancial statements
The financial statements aim to provide useful financial
information which increase the understandability of Nel
and its performance. To meet the information needs of
its primary users, Nel apply materiality judgments which
are necessary to meet this objective, and Nel has made
such judgments related to recognition, measurement,
presentation and disclosures. Within these financial
statements information is considered material if
omitting, misstating or obscuring it could reasonably be
expected to influence decisions taken by primary users
7.1 Notes to the nancial
statements parent company
128
Notes to the nancial statements parent company
based on the information provided. In practice this will
lead to Nel omitting certain information if it is assessed
it will obscure the material information. The materiality
judgments are reassessed at each reporting date and
updated based on changed facts and Nel specific
circumstances.
Segment information
Nel ASA operates with only one operating segment,
providing management services to subsidiaries. A
separate disclosure for segment information is therefore
not applicable.
Signicant accounting judgements and
estimation uncertainty
The preparation of financial statements requires
management to make judgements and estimates that
influence amounts recognised in certain accounts for
assets, liabilities, income and expenses. The actual
results may deviate from such assumptions. Estimates
and underlying assumptions are subject to continuous
assessment.
Revenue from contracts with customers
In general, revenue comprise sale of intercompany
services. These are recognized when the services are
delivered based on intragroup allocation of costs.
Personnel expenses
Wages, salaries, bonuses, pension and social security
contributions, paid annual leave and sick leave are
accrued in the period in which the associated services
are rendered by employees of the company. The
company has pension plans for employees that are
classified as defined contribution plans. Contributions
to defined contribution schemes are recognised in
the statement of comprehensive income in the period
in which the contribution amounts are earned by the
employees.
The company has an equity-settled share option
program for all employees. The Company uses the
Black-Scholes-Merton option pricing model at time of
grant to determine the impact of stock option grants
in accordance with IFRS 2 - Share-based payment.
Refer to group financial statements note 2.5 for further
accounting policies, including assumptions and social
security provisions.
For further information refer note 4 – Personnel
expenses.
Financial instruments and fair value
Nel uses the following hierarchy for determining and
disclosing the fair value of financial instruments by
valuation technique:
Level 1: Inputs are quoted prices in active markets for
identical assets or liabilities that are accessible at the
measurement date.
Level 2: The fair value of financial instruments that
are not quoted in an active market is determined
using valuation techniques which maximise the use of
observable market price and rely as little as possible on
entity-specific estimates.
Level 3: Unobservable inputs are used to measure fair
value to the extent that relevant observable inputs are
not available, thereby allowing for situations in which
there is little, if any, market activity for the asset or
liability at the measurement date. Techniques that use
inputs that have a significant effect on the recorded fair
value that are not based on observable market data.
The Company has assessed that cash and short-term
deposits, trade receivables, other current assets, trade
payables and other current liabilities’ carrying amounts
is a reasonable approximation of their fair value largely
due to the short-term maturities of these instruments.
The Company enters into forward exchange contracts
with financial institutions, where the fair value of such
instruments is based on valuation techniques including
market observable inputs. The most frequently applied
valuation techniques include forward pricing and swap
models using net present value calculations. The models
used incorporate various inputs, including the credit
quality of counterparties, foreign exchange spot and
forward rates and interest rate curves. The valuation is
performed by banks or external valuation providers.
Interest income and expenses
Interest income and expenses are recognised in the
statement of comprehensive income within ‘finance
income’ and ‘finance cost’ as they are accrued, based on
the effective interest method.
Income tax expense
Income tax expense in the statement of comprehensive
income for the year comprises current tax and changes
in deferred tax. Income tax expense is recognised in the
statement of comprehensive income.
Nel ASA
I
Annual report 2021
129
Current tax is the expected tax payable on the taxable
income for the year and any adjustment to tax payable
in respect of previous years. Uncertain tax positions and
potential tax exposures are analysed individually and the
best estimate of the probable amount for liabilities to be
paid (unpaid potential tax exposure amounts, including
penalties) and virtually certain amounts for assets to be
received (disputed tax positions for which payment has
already been made) in each case are recognised within
current tax or deferred tax as appropriate.
Deferred tax assets and liabilities are recognised for
the future tax consequences attributable to differences
between financial statements and their respective tax
bases, subject to the initial recognition exemption.
The amount of deferred tax provided is based on the
expected manner of realisation or settlement of the
carrying amount of assets and liabilities, using tax rates
enacted or substantially enacted at the balance sheet
date.
A deferred tax asset is recognised only to the extent that
it is probable that future taxable profits will be available
against which the asset can be utilised. For a deferred tax
asset to be recognised based on future taxable profits,
convincing evidence is required.
Subsidiaries
Subsidiaries are all entities controlled by Nel ASA.
Control is achieved when the company is exposed, or
has rights, to variable returns from its involvement with
the investee and has the ability to affect those returns
through its power over the investee.
Shares in subsidiaries are presented according to
the cost method. Shares in subsidiaries are reviewed
for impairment whenever events or changes in
circumstances indicate that the carrying amount may
exceed the fair value of the investment. Indications may
be operating losses or adverse market conditions. Fair
value of the investment is estimated based on valuation
model techniques. If it is considered probable that the
fair value is below Nel’s carrying value, the investment is
impaired. The impairment is reversed if the impairment
situation is no longer present.
Investment in associated companies and joint
ventures
The company’s investments in its associates and joint
ventures are accounted for using the equity method. An
associate is an entity where the company has significant
influence. A joint venture is an entity where the company
has joint control contractually together with one or
several other parties.
Cash and cash equivalents
Cash includes cash in hand and at bank. Cash
equivalents are short-term liquid investments that can
be immediately converted into a known amount of cash
and have a maximum term to maturity of three months.
Events after the reporting period
New information of the company’s financial position
on the end of the reporting period which becomes
known after the reporting period, is recorded in the
annual accounts. Events after the reporting period that
do not affect the company’s financial position on the
end of the reporting period, but which will affect the
company’s financial position in the future are disclosed,
if significant.
Statement of cash ow
The cash flow statement is prepared using the indirect
method.
130
Notes to the nancial statements parent company
Note 3 Revenue from contracts with customers
(Amounts in NOK thousands)
REVENUES BY GEOGRAPHIC REGION BASED ON CUSTOMER LOCATION 2021 2020
Norway
16 166 6 290
United States
32 327 19 011
Denmark
22 653 16 249
South Korea
4 466 1 950
Total
75 613 43 500
All revenues in 2020 and 2021 are internal revenue from management services. Revenues are recognised over
time based on cost-to-cost input method. Billings occur at the end of each year for all cumulative costs incurred
plus recognised profit, thus, there are no contract balances at year end. Both contract assets and the billings are
recognised as current assets within ‘Receivables Group’ in the statement of financial position and is an unconditional
right to payment.
CONTRACT ASSETS 2021 2020
Balance as of 01.01.
43 500 37 103
Transfers from contract assets recognised at the beginning of the period to receivables
-43 500 -37 103
Increases due to measure of progress in the period
0 43 500
Revaluation
0 0
Balance as of 31.12.
0 43 500
Nel ASA
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Annual report 2021
131
Note 4 Personnel expenses
(Amounts in NOK thousands)
SALARIES AND PERSONNEL EXPENSES 2021 2020
Salaries 36 928 21 074
Social security tax
*
7 729 4 858
Pension expense 3 442 2 048
Other payroll expenses
**
3 933 5 573
Total 52 032 33 553
*
Social security tax includes provisions for social security related to the share option program.
**
Included in this amount are expenses amounting to NOK 1.8 (0.9) million related to the share option program.
The company has a share option program for all employees. For information of the company’s share option program
refer to group accounts disclosure 2.5
Average number of FTEs
23 13
Pension
The company has a defined contribution pension plan for its employees that meet the requirements of the Pension
Acts of Norway.
REMUNERATION OF MANAGEMENT 2021 SALARY BONUS
PENSION
EXPENSE
OTHER
REMUNERATION
1
TOTAL
REMUNERATION
Jon André Løkke, CEO
2)
3 015 753 181 0 3 949
Kjell Christian Bjørnsen, CFO 2 579 0 181 0 2 760
Anders Søreng, CTO 2 226 0 181 596 3 003
Hans Hide, SVP Projects 1 906 0 181 581 2 668
Stein Ove Erdal, Vice President Legal and General Counsel 2 070 0 181 581 2 832
Caroline Duyckaerts, Chief Human Resources Officer 1 632 0 181 0 1 813
Total 13 428 753 1 087 1 758 17 026
1)
Other remuneration is mainly related to share options
2)
Jon André Løkke has a six months notice period, plus is entitled to six months severence pay.
REMUNERATION OF MANAGEMENT 2020 SALARY BONUS
PENSION
EXPENSE
OTHER
REMUNERATION
1
TOTAL
REMUNERATION
Jon André Løkke, CEO
2)
2 737 841 178 52 296 56 052
Kjell Christian Bjørnsen, CFO
3)
2 090 0 178 0 2 268
Hans Hide, SVP Projects 1 796 0 178 0 1 974
Stein Ove Erdal, Vice President Legal and General Counsel 1 722 0 178 0 1 901
Total 8 345 841 714 52 296 62 195
1)
Other remuneration is mainly related to exercised matching shares
2)
Jon André Løkke has a six months notice period, plus is entitled to six months severence pay.
3)
Employed in Nel from March 2020
4)
Employed in Nel from January 2021
132
Notes to the nancial statements parent company
To incentivize and retain key employees, Nel currently
has a share-based incentive plans, a share option
program. The share option program includes all
employees in the Company. All options have only
service-time based vesting conditions. Vesting requires
the option holder still to be an employee in the Company.
The share-based payment is equity-settled. Each
option, when exercised, will give the right to acquire one
share in the Company. The options are granted without
consideration.
Options granted July 2019:
A total of 2.1 million share options were granted.
Pursuant to the vesting schedule, 40% of the options
will vest two years after the day of grant, and 60% of the
options will vest three years after the day of grant. The
exercise price is equal NOK 7.8 per share based on the
average price of the Nel ASA share price the five trading
days before grant date (NOK 7.22) and including an 8%
premium. Gain per instrument is capped at NOK 5.00
maximum per share option. The options that have not
been exercised will lapse 4 years after the date of grant.
Options granted July 2020:
A total of 2.2 million share options were granted.
Pursuant to the vesting schedule, 40% of the options
will vest two years after the day of grant, and 60% of the
options will vest three years after the day of grant. The
exercise price is equal NOK 21.72 per share based on the
average price of the Nel ASA share price the five trading
days before grant date (NOK 20.11) and including an 8%
premium. Gain per instrument is capped at NOK 5.00
maximum per share option. The options that have not
been exercised will lapse 4 years after the date of grant.
Options granted July 2021:
A total of 1.3 million share options were granted.
Pursuant to the vesting schedule, 40% of the options
will vest two years after the day of grant, and 60% of
the options will vest three years after the day of grant.
The exercise price is equal NOK 15.125 per share
based on the average price of the Nel ASA share price
the five trading days before grant date (NOK 14.00)
and including an 8% premium. Gain per instrument is
capped at NOK 10.00 maximum per share option. The
options that have not been exercised will lapse 4 years
after the date of grant.
SHARE OPTION
PROGRAM
OPENING
BALANCE GRANTED EXERCISED FORFEITED
CLOSING
BALANCE STRIKE PRICE VALUE
1
REMAINING
CONTRACTUAL LIFE
July 2019
2)
2 070 0 -592 -590 888 7.8 0 5.00 1.51
July 2020
2)
2 191 0 0 -326 1 865 21.72 0 2.51
July 2021
2)
0 1 348 0 0 1 348 12.10 0 3.51
Total 4 261 1 348 -592 -916 4 101
NAME 2022 2023 2024 TOTAL 2023 2024 2025
EXPENSE
FOR THE
PERIOD
3
Kjell Christian Bjørnsen 128 254 93 476 0 321 155 197
Anders Søreng 309 248 93 650 185 310 155 313
Hans Hide 306 254 96 656 180 316 160 308
Stein Ove Erdal 320 274 96 690 180 350 160 326
Caroline Duyckaerts 0 62 93 155 0 0 155 39
Other employees 635 501 340 1 475 343 618 514 7 791
Total 1 698 1 593 732 4 101 888 1 915 1 299 8 975
1)
The value of the share options equals share price less strike price, capped at NOK 5.0 for 2019 and 2020 program, and NOK 10.0 for 2021 program.
2)
All share options are granted, vested and expired at the beginning of July in a given fiscal year, expect for share option program 2021 which is August.
3)
Cost of period does not include social security
Nel ASA
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Annual report 2021
133
Note 5 Other operating expenses
SPECIFICATION OF OTHER OPERATING EXPENSES: 2021 2020
Hardware and common cost office premises
2 474 531
Administrative costs
12 690 9 164
Professional fees
26 109 10 250
Travel expenses
777 861
Total
42 050 20 806
Auditor fees
FEES TO THE AUDITOR 2021 2020
Statutory auditing services
1 587 1 544
Attestation services 175 150
Non-auditing services
327 283
Total
2 089 1 976
Amounts are exclusive VAT.
Note 6 Income taxes
CALCULATIONS OF THE TAX BASE FOR THE YEAR 2021 2020
Income (loss) before tax
-24 456 156 406
Permanent differences
35 847 -202 847
Change in temporary differences
940 -6 855
Use of tax losses carried forward
-12 331 0
The year's taxable income
0 -53 296
Tax rate
22 % 22 %
Income (loss) before tax
-24 456 156 406
Tax this years loss, estimated
-5 380 34 409
Tax effect of:
Permanent differences
7 886 -44 626
Change in temporary differences
-10 507 22 039
Prior years adjustment
419 0
Change in not recognised deferred tax assets (tax liabilities)
7 581 -11 822
Total income tax expense (income)
0 0
Income tax expense (income) comprises
Income tax payable
0 0
Change in deferred tax
0 0
Total income tax expense (income)
0 0
134
Notes to the nancial statements parent company
CALCULATIONS OF THE TAX BASE FOR THE YEAR 2021 2020
Specification of temporary differences:
Property, plant and equipment and goodwill
-353 -381
Leases
-143 -54
Provisions for liabilities
-2 354 -1 474
Shares and other investments
54 189 101 947
Tax losses carry forward
-523 707 -537 945
Basis for deferred tax asset
-472 368 -437 908
Nominal tax rates for next year
22 % 22 %
Deferred tax asset
-103 921 -96 340
Deferred tax asset not recognised in Statement of financial position
-103 921 -96 340
Deferred tax asset in the Statement of financial position
0 0
The majority of the deferred tax asset is related to loss
carry forward. As of 31 December 2021 it is considered
not likely that the tax loss carry forward will be utilised in
the near future, therefore the deferred tax assets is not
capitalised.
Nel ASA
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Annual report 2021
135
Note 7 Property, plant and equipment
PROPERTY, PLANT AND EQUIPMENT
COMPRISE OWNED AND LEASED ASSETS
OFFICE
MACHINES
AND OTHER
EQUIPMENT
TECHNICAL
INSTALLATIONS
RIGHTOFUSE
ASSETS TOTAL
Carrying amount as of 31.12.2020 737 87 732 1 557
Carrying amount as of 31.12.2021 915 85 8 799 9 799
Useful life 3 years 5 years 5 years
Depreciation plan Straight-line Straight-line Straight-line
Note 8 Cash and cash equivalents
2021 2020
Cash and cash equivalents 2 538 485 2 217 112
Restricted cash (witheld employee taxes) 2 249 1 917
Total 2 540 734 2 219 029
Cash and cash equivalents are 99.5% in the Norwegian Krone (NOK) at the end of 2021. Approximately NOK 2.4 billion
is placed in 30-days locked interest accounts in several different banks
136
Notes to the nancial statements parent company
Note 9 Share capital and shareholders
For information of shareholders as of 31 December 2021, shares hold by exectutive management and the board of
directors please refer to Note 7.2 and 7.4, respectively, in the consolidated financial statements. For information of top
20 shareholders in Nel ASA refer to note 5.1 in the consolidated financial statements.
Note 10 Specication of balance sheet items
SPECIFICATION OF OTHER CURRENT ASSETS: 2021 2020
Fair value shareholding Nikola Corporation 96 320 144 077
Other short-term investments 332 13 335
VAT net receivable 0 1 056
Prepayments 3 762 318
Fair value of currency contracts 8 349 10 587
Other current receivables 16 42
Total 108 779 169 415
SPECIFICATION OF NONCURRENT FINANCIAL ASSETS: 2021 2020
Other non-current investments 11 242 26 418
Receivables from joint ventures 0 512
Fair value of currency contracts 1 877 8 181
Total 13 118 35 111
SPECIFICATION OF OTHER CURRENT LIABILITIES: 2021 2020
Vacation allowance and other salary related accruals 8 082 4 806
VAT net payables 1 083 0
Fair value of currency contracts 4 127 3 608
Lease liabilities 1 958 786
Other current liabilities 3 355 3 470
Total 18 605 12 670
SPECIFICATION OF OTHER NONCURRENT LIABILITIES: 2021 2020
Fair value of currency contracts 163 836
Lease liabilities 6 983 0
Total 7 147 836
Nel ASA
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Annual report 2021
137
Note 11 Subsidiaries, associates and joint ventures
COMPANY
OWNER
SHIP
REGIS
TERED
OFFICE
FUNCTIONAL
CURRENCY
TOTAL EQUITY
IN 2021
FUNCTIONAL
CURRENCY
THOUSANDS
NET
INCOMELOSS
2021
FUNCTIONAL
CURRENCY
THOUSANDS
CARRYING
VALUE 2021
NOK
THOUSANDS
CARRYING VALUE
2020 NOK
THOUSANDS
Nel Hydrogen Electrolyser AS 100 % Norway NOK 305 038 -194 605 799 334 347 944
Proton Energy Systems Inc 100 % USA USD 18 444 -13 685 895 509 714 973
Nel Hydrogen A/S 100 % Denmark DKK 146 005 -129 346 995 953 733 077
Nel Hydrogen Inc 100 % USA USD -5 082 -4 484 43 249 881
Nel Korea Co. Ltd 100 %
South
Korea KRW -6 728 532 -4 137 423 13 846 13 846
Nel Fuel AS 100 % Norway NOK 1 556 707 -1 064 812 37 055 37 055
Total 2 784 946 1 847 776
The increase in book value of shares in subsidiaries are mainly debt coversions. Refer note 12 for additional
information of debt conversions. In addition, there is an increase in book value from the established group share
option program.
The Covid 19 pandemic has impacted the subsidiaries operations. We have seen that it has impacted the ability to
operate manufacturing facilities as normal and the employees’ ability to travel for installation and service work. There
is uncertainty related to the magnitude of negative impact on revenues and gross margins in the subsidiaries.
ACQUISITION COST
NOK THOUSANDS
CARRYING VALUE
NOK THOUSANDS
OWNERSHIP COUNTRY
TYPE OF
INVESTMENT 2021 2020 2021 2020
Hyon AS 28,67 %
Norway Associate 572 0 572 0
Total 572 0 572 0
As of 31.12.2020 Nel ASA owned 33.33% of Hyon AS as a joint venture. In 2021, Nel sold its entire opening balance
shareholding in Hyon AS and subsequently purchased a new shareholding during the year. As of 31.12.2021, Nel
ASA owns 28.67% of Hyon as an associate. The amounts listed in table above is the aquisition cost for the shares
purchased in 2021. The shareholdings in 2020 have been realised. Share of loss from Hyon AS is NOK 0.04 (0.30)
million in 2021 recognised within ‘share of loss from associate and joint venture.
Note 12 Other investments
The fair value of Nel’s shareholding in Nikola Corporation per 31. December 2021 is based on quoted prices in an
active market (level 1 in fair value hierarchy) after the listing of Nikola on Nasdaq on June 4, 2020. The fair value of
shareholding in Nikola Corporation per 31 December 2021 shareholding is 96.3 (144.1) million recognised within ‘other
current assets. The shares were subject to a lock-up period from the IPO. This lock-up period has expired. Changes in
fair value recognised in profit or loss within ‘finance income’ is -47.8 (100.2) million in 2021.
138
Notes to the nancial statements parent company
Note 13 Transactions with related parties
LONG TERM INTEREST BEARING
RECEIVABLES GROUP 2020
LOAN
ISSUE
DEBT
CONVERSION
ACCRUED INTER
ESTS 2021
FX TRANSLATION
EFFECTS 2021
Nel Hydrogen Electrolyser AS
193 793 367 933 -450 000 9 150 0 120 876
Proton Energy Systems Inc
59 581 196 481 -178 060 5 030 7 565 90 598
Nel Hydrogen A/S
26 135 268 208 -259 540 5 865 -3 280 37 388
Nel Hydrogen Inc
62 195 60 324 -41 862 3 050 1 354 85 062
Nel Korea Co. Ltd
63 935 53 220 0 3 633 -4 346 116 443
Nel Fuel AS
10 785 0 0 110 0 10 895
Total
416 425 946 166 -929 462 26 839 1 293 461 261
In the course of the ordinary business, intercompany financing is provided from Nel ASA to its subsidiaries. Long-term
financing is interest bearing and priced at arm’s length terms using a NIBOR 3 month interest rate + 3%-point margin.
FINANCIAL GUARANTEES
LONGTERM
RECEIVABLE 2021
FINANCIAL
LIABILITY 2021
Nel Hydrogen Electrolyser AS
772 717
Proton Energy Systems Inc
1 062 838
Total
1 834 1 555
CURRENT ASSETS 2021 2020
Nel Hydrogen Electrolyser AS
29 264 18 124
Proton Energy Systems Inc
31 340 28 348
Nel Hydrogen A/S
26 517 29 529
Nel Hydrogen Inc
4 904 4 747
Nel Korea Co. Ltd
4 591 2 237
Total
96 617 82 985
CURRENT LIABILITIES 2021 2020
Nel Hydrogen Electrolyser AS
12 905 16 675
Proton Energy Systems Inc
1 978 0
Nel Hydrogen A/S
2 910 2 038
Total
17 792 18 714
Current liabilities are mainly related to fair value of
hedging instruments offered to subsidiaries. See Note 16
for additional information.
All related party transactions have been carried out
as part of the normal course of business and at arm’s
length.
Nel ASA has during 2021 charged NOK 75.6 (43.5)
million for corporate services provided to its subsidiaries.
The management services are priced with the cost
plus method applying a 5 % mark-up for low value
services. The management fee has been allocated to the
subsidiaries based on revenue, operating expenses and
capital expenditures as allocation keys.
Nel ASA
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Annual report 2021
139
INTERNAL REVENUES 2021 2020
Nel Hydrogen Electrolyser AS
16 166 6 290
Proton Energy Systems Inc
27 731 16 287
Nel Hydrogen A/S
22 653 16 249
Nel Hydrogen Inc
4 596 2 724
Nel Korea Co. Ltd
4 466 1 950
Total
75 613 43 500
Board of Directors
Remunaration of Board of Directors is disclosed in note 7.4 in the consolidated financial statements.
Note 14 Lease liabilities
Set out below are the carrying amounts of lease liabilities (included under other long-term debt and other current
liabilities) and the movements during the period:
2021 2020
1. January
786 1 789
Additions
8 996 0
Remeasurement
1 391 -83
Accretion of interest
350 125
Lease payments
-2 582 -1 045
Balance as of 31.12.
8 942 786
Current
1 958 786
Non-current
6 983 0
Balance as of 31.12.
8 942 786
Maturity analysis for lease liabilities (undiscounted cash ows)
2022 2023 2024 2025 >2025 TOTAL
Lease liabilities
3 322 3 441 3 441 3 441 3 436 17 080
(Amounts in NOK thousands)
2021 2020
Balance as of 01.01.
786 1 789
Cash flows principal amount
-2 231 -920
Cash flows interests -352 -125
Non-cash changes:
Additions and remeasurements 10 386 -83
Accretion of interest expense
352 125
Balance as of 31.12.
8 942 786
140
Notes to the nancial statements parent company
Note 15 Finance income and cost
2021 2020
Internal interest income
26 839 25 972
Interest income
19 735 14 402
Reversal of impairment shares in subsidiaries
0 35 000
Change in fair value equity instruments
0 100 176
Other
279 0
Finance income
46 853 175 549
Interest expense
-194 -16
Interest expense lease liabilities
-349 -125
Net foreign exchange gain/(loss)
-1 871 -6 629
Change in fair value equity instruments
-47 757 0
Other
-24 -146
Finance cost
-50 195 -6 916
Net finance income (cost)
-3 342 168 633
In 2020 a previous impairment expense for shares in Nel Fuel AS has been reversed as the value of the shares
exeeds the book value. The value of Nel Fuel AS shares have increased significantly during 2020 following the listing
of Everfuel A/S. Nel Fuel AS has a shareholding of 15.80% in Everfuel A/S which is listed on Euronext Growth. The
carrying value of the shares in Nel Fuel AS is now recognised at cost.
Changes in fair value equity instruments is entirely from shareholding in Nikola Corporation, see note 12 for additional
information.
The net foreign exchange gain(loss) is mainly the unrealised currency exchange effectes related to internal loans
Note 16 Financial risk and derivatives
Financial risks in Nel and the use of derivative instruments are described in note 6.1 to the consolidated financial
statement.
Nel ASA offers currency derivatives to subsidiaries using such instruments for risk management. The derivatives
are measured at fair value (level 2 in fair value hierarchy), using valuation techniques which maximise the use of
observable market price. The contracts with financial institutions are back-to-back with subsidiaries, thus, the
contract has no P&L impact for Nel ASA. At the end of 2021 and 2020, Nel is committed to the following outstanding
forward foreign exchange contracts with subsidiaries:
2021 2020
Forward foreign exchange contracts (Nel Group internal), notional amount:
Current assets
8 176 10 532
Non-current assets
1 877 8 181
Current liabilities
-4 127 -3 608
Non-current liabilities
-163 -836
Total
5 762 14 270
The contracts represents the subsidiaries exposure in US dollars, Euro, Swedish Krone and British pounds.
The contracts mature no later than 2023.
Nel ASA
I
Annual report 2021
141
Note 17 Financial instruments
Financial instruments and fair values
2021
CARRYING AMOUNT FAIR VALUE
FAIR VALUE
 HEDGING
INSTRUMENTS
MANDATORILY
AT FVTPL
 OTHERS
FINANCIAL
ASSETS AND
LIABILTIES AT
AMORTISED
COST TOTAL LEVEL 1 LEVEL 2 LEVEL 3 TOTAL
Assets
Financial assets measured at
fair value
Forward exchange contracts 10 226 10 226 10 226 10 226
Financial asset
- equity instruments 96 320 96 320 96 320 96 320
SUM 10 226 96 320 106 545 96 320 10 226 106 545
Liabilities
Financial liabilities measured
at fair value
Forward exchange contracts -4 290 -4 290 -4 290 -4 290
SUM -4 290 -4 290 -4 290 -4 290
2020
CARRYING AMOUNT FAIR VALUE
FAIR VALUE
 HEDGING
INSTRUMENTS
MANDATORILY
AT FVTPL
 OTHERS
FINANCIAL
ASSETS AND
LIABILTIES AT
AMORTISED
COST TOTAL LEVEL 1 LEVEL 2 LEVEL 3 TOTAL
Assets
Financial assets measured at
fair value
Forward exchange contracts 18 768 18 768 18 768 18 768
Financial asset
- equity instruments 144 077 144 077 144 077 144 077
SUM 18 768 144 077 162 846 144 077 18 768 162 846
Liabilities
Financial liabilities measured
at fair value
Forward exchange contracts -4 444 -4 444 -4 444 -4 444
SUM -4 444 -4 444 -4 444 -4 444
142
Notes to the nancial statements parent company
Note 18 Guarantees
Nel provides guarantees arising in the ordinary course
of business including stand-by letters of credit,
performance bonds and various payment, financial
guarantees and parent company guarantees. All
commercial guarantees are on behalf of subsidiaries.
Total financial guarantees recognised as financial liability
is NOK 1.6 (0) million as of 31. December 2021. The
financial liabilities will be amortised over the lifetime of
the guarantees, which is in the range of 1-7 years.
Note 19 Subsequent events
On 21 January, 2022, Hyon AS, listed on Euronext growth,
completing a private placement at a price of NOK 2.34
per share. The private placement values the company,
based on the shares outstanding following the private
placement and the offer price, at approximately NOK 130
million. Nel ASA owns 9 080 000 shares, or 17.64%, of
the company.
The war in Ukraine impacts commodity prices relevant to
Nel. The financial impact is uncertain. Nel’s operational
activities in Russia and Ukraine are limited.
Nel ASA
I
Annual report 2021
143
144
Nel discloses alternative performance measures (APMs) in addition to those normally required by IFRS. This is based
on the group’s experience that APMs are frequently used by analysts, investors and other parties as supplemental
information.
The purpose of APMs is to provide an enhanced insight into the operations, financing and future prospect of the group.
Management also uses these measures internally to drive performance in terms of monitoring operating performance
and long-term target setting. APMs are adjusted IFRS measures that are defined, calculated and used in a consistent
and transparent manner over the years and across the group where relevant.
Financial APMs should not be considered as a substitute for measures of performance in accordance with the IFRS.
NELS FINANCIAL APMS
EBITDA: is defined as earnings before interest, tax, depreciation, amortisation and impairment. EBITDA corresponds
to operating profit/(loss) plus depreciation, amortisation and impairment.
EBITDA margin: is defined as EBITDA divided by revenue and other operating income.
Equity ratio: is defined as total equity divided by total assets.
Order intake: is defined as firm purchase orders with agreed price, volume, timing, terms and conditions entered
within a given period. The order intake includes both contracts and change orders. For service contracts and contracts
with uncertain transaction price, the order intake is based on estimated revenue. The measure does not include
potential change orders.
Order backlog: is defined as firm purchase orders with agreed price, volume, timing, terms and conditions and where
revenue is yet to be recognised.
8 Alternative Performance Measures
Nel ASA
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Annual report 2021
145
9 Auditor’s report
146
Statsautoriserte revisorer
Ernst & Young AS
Dronning Eufemias gate 6a, 0191 Oslo
Postboks 1156 Sentrum, 0107 Oslo
Foretaksregisteret: NO 976 389 387 MVA
Tlf: +47 24 00 24 00
www.ey.no
Medlemmer av Den norske Revisorforening
A member firm of Ernst & Young Global Limited
INDEPENDENT AUDITOR'S REPORT
To the Annual Shareholders' Meeting of Nel ASA
Report on the audit of the financial statements
Opinion
We have audited the financial statements of Nel ASA (the Company) which comprise the financial
statements of the Company and the consolidated financial statements of the Company and its
subsidiaries (the Group). The financial statements of the Company comprise of statement of financial
position as at 31 December 2021 and the statement of comprehensive income, the statement of cash
flows and the statement of changes in equity for the year then ended and notes to the financial
statements, including a summary of significant accounting policies. The consolidated financial statements
of the Group comprise of statement of financial position as at 31 December 2021, statement of
comprehensive income, statement of cash flows and statement of changes in equity for the year then
ended and notes to the financial statements, including a summary of significant accounting policies.
In our opinion
the financial statements comply with applicable legal requirements,
the financial statements give a true and fair view of the financial position of the Company as at 31
December 2021 and its financial performance and cash flows for the year then ended in
accordance with simplified application of international accounting standards according to section
3-9 of the Norwegian Accounting Act,
the consolidated financial statements give a true and fair view of the financial position of the
Group as at 31 December 2021 and its financial performance and cash flows for the year then
ended in accordance with International Financial Reporting Standards as adopted by the EU.
Our opinion is consistent with our additional report to the audit committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our
responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of
the financial statements section of our report. We are independent of the Company and the Group in
accordance with the requirements of the relevant laws and regulations in Norway and the International
Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants
(including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit
Regulation (537/2014) Article 5.1 have been provided.
We have been the auditor of the Company since 2000, and in the period following the initial public
offering of the Company in 2004.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements for 2021. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
Penneo Dokumentnøkkel: 1P63M-K8EGF-0CDMY-KEC1P-4QFEE-0V7E0
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Independent auditor's report - Nel ASA 2021
A member firm of Ernst & Young Global Limited
opinion on these matters. For each matter below, our description of how our audit addressed the matter is
provided in that context.
We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the financial
statements section of our report, including in relation to these matters. Accordingly, our audit included the
performance of procedures designed to respond to our assessment of the risks of material misstatement
of the financial statements. The results of our audit procedures, including the procedures performed to
address the matters below, provide the basis for our audit opinion on the financial statements.
Revenue from sale of customised products and equipment
Basis for the key audit matter
The Group derives a significant part of its revenues
from sale of customised product and equipment.
Such projects involve revenue recognition over
time based on measuring the progress towards
complete satisfaction of the performance obligation.
The assessment of measuring progress requires
subjectivity and professional judgement and is
therefore subject to uncertainty and potential
misstatements. The main risks include
management’s use of estimates and judgments in
relation to measuring progress, including
determining the contract’s total revenues, expected
costs to complete and estimated project margin.
We consider this a key audit matter because of the
significant amounts and the management
judgement applied in the estimates.
Our audit response
We assessed the application of accounting
principles and routines for monitoring the
customised product and equipment sales. We
discussed the status of contracts with
management, finance and technical staff and tied
estimated revenues and cost to budgets. For new
contracts we tested the estimated revenue against
agreements. We have also recalculated the
measurement of progress and performed test of
details e.g. vouching to invoices and hours incurred
on the projects. We refer to the Groups disclosures
included in note 1.5 and 2.1 in the consolidated
financial statements.
Assessment of impairment of goodwill
Basis for the key audit matter
At 31 December 2021, the recorded amount of
goodwill was NOK 615 million, or 10 % of total
assets. Estimating the recoverable amount of the
goodwill requires management judgment including
estimates of future sales, gross margins,
operating costs, growth rates, capital
expenditures and discount rate. Management’s
annual impairment assessment was a key audit
matter because the assessment requires
significant judgment and includes estimation
uncertainties.
Our audit response
For each cash generating unit, we evaluated the
assumptions based on the development in the
market and compared the cash-flow projections in
the impairment calculation to board approved
budgets. We considered the accuracy of
management’s prior year estimates and evaluated
the level of consistency applied in the valuation
methodology from previous years. Furthermore,
we compared the risk premiums in the weighted
average cost of capital with external data and
considered management’s adjustments for
company specific factors. We also tested the
mathematical accuracy of the valuation model and
performed sensitivity analysis of the assumptions
used. We assessed the Group's disclosures
included in note 1.5 and 3.1 in the consolidated
financial statements about those assumptions to
which the outcome of the impairment test is most
sensitive.
Penneo Dokumentnøkkel: 1P63M-K8EGF-0CDMY-KEC1P-4QFEE-0V7E0
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Independent auditor's report - Nel ASA 2021
A member firm of Ernst & Young Global Limited
Other information
Other information consists of the information included in the annual report other than the financial
statements and our auditor’s report thereon. Management (the board of directors and CEO) is responsible
for the other information. Our opinion on the financial statements does not cover the other information,
and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information,
and, in doing so, consider whether the board of directors’ report, the statement on corporate governance
and the statement on corporate social responsibility contain the information required by applicable legal
requirements and whether the other information is materially inconsistent with the financial statements or
our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the
work we have performed, we conclude that there is a material misstatement of this other information or
that the information required by applicable legal requirements is not included, we are required to report
that fact.
We have nothing to report in this regard, and in our opinion, the board of directors’ report, the statement
on corporate governance and the statement on corporate social responsibility are consistent with the
financial statements and contain the information required by applicable legal requirements.
Responsibilities of management for the financial statements
Management is responsible for the preparation and fair presentation of the financial statements of the
Company in accordance with simplified application of international accounting standards according to
section 3-9 of the Norwegian Accounting Act and of the consolidated financial statements of the Group in
accordance with International Financial Reporting Standards as adopted by the EU, and for such internal
control as management determines is necessary to enable the preparation of financial statements that
are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s and the
Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless management either intends to liquidate the
Company or the Group, or to cease operations, or has no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with ISAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional
scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.
Penneo Dokumentnøkkel: 1P63M-K8EGF-0CDMY-KEC1P-4QFEE-0V7E0
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Independent auditor's report - Nel ASA 2021
A member firm of Ernst & Young Global Limited
Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s and the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Company’s and the Group’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required to
draw attention in our auditor’s report to the related disclosures in the financial statements or, if
such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions
may cause the Company and the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the group audit.
We remain solely responsible for our audit opinion.
We communicate with the board of directors regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide the audit committee with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters
that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the board of directors, we determine those matters that were of
most significance in the audit of the financial statements of the current period and are therefore the key
audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should
not be communicated in our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
Report on other legal and regulatory requirement
Report on compliance with regulation on European Single Electronic Format (ESEF)
Opinion
As part of our audit of the financial statements of Nel ASA we have performed an assurance engagement
to obtain reasonable assurance whether the financial statements included in the annual report, with the
file name NELASA-2021-12-31-en, has been prepared, in all material respects, in compliance with the
requirements of the Commission Delegated Regulation (EU) 2019/815 on the European Single Electronic
Format (ESEF Regulation) and regulation given with legal basis in Section 5-5 of the Norwegian
Securities Trading Act, which includes requirements related to the preparation of the annual report in
XHTML format and iXBRL tagging of the consolidated financial statements.
In our opinion, the financial statements included in the annual report have been prepared, in all material
respects, in compliance with the ESEF Regulation.
Penneo Dokumentnøkkel: 1P63M-K8EGF-0CDMY-KEC1P-4QFEE-0V7E0
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Independent auditor's report - Nel ASA 2021
A member firm of Ernst & Young Global Limited
Management’s responsibilities
Management is responsible for the preparation of an annual report and iXBRL tagging of the consolidated
financial statements that complies with the ESEF Regulation. This responsibility comprises an adequate
process and such internal control as management determines is necessary to enable the preparation of
an annual report and iXBRL tagging of the consolidated financial statements that is compliant with the
ESEF Regulation.
Auditor’s responsibilities
Our responsibility is to express an opinion on whether, in all material respects, the financial statements
included in the annual report have been prepared in accordance with the ESEF Regulation based on the
evidence we have obtained. We conducted our engagement in accordance with the International
Standard for Assurance Engagements (ISAE) 3000 “Assurance engagements other than audits or
reviews of historical financial information”. The standard requires us to plan and perform procedures to
obtain reasonable assurance that the financial statements included in the annual report have been
prepared in accordance with the ESEF Regulation.
As part of our work, we performed procedures to obtain an understanding of the company’s processes for
preparing its annual report in XHTML format. We evaluated the completeness and accuracy of the iXBRL
tagging and assessed management’s use of judgement. Our work comprised reconciliation of the iXBRL
tagged data with the audited financial statements in human-readable format. We believe that the
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Oslo, 22 March 2022
ERNST & YOUNG AS
The auditor's report is signed electronically
Petter Frode Larsen
State Authorised Public Accountant (Norway)
Penneo Dokumentnøkkel: 1P63M-K8EGF-0CDMY-KEC1P-4QFEE-0V7E0
info@nelhydrogen.com
+47 23 24 89 50
www.nelhydrogen.com
Office address:
Karenslyst all é 49,
0279 Oslo, Norway
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