Cadeler A/S(CDLR) - 2025 Q2 - Quarterly Report

Statement from the CEO Financial Performance Highlights Cadeler reported strong financial results for the first half of 2025, with revenue more than tripling and EBITDA increasing significantly year-over-year, exceeding full-year expectations Financial Performance Summary (EUR million) | Metric | H1 2025 | H1 2024 | Change (EUR million) | Change (%) | | :----- | :------ | :------ | :------------------- | :--------- | | Revenue | EUR 299 million | EUR 82 million | +EUR 217 million | +265% | | EBITDA | EUR 213 million | EUR 22 million | +EUR 191 million | +868% | Fleet Expansion & Utilization Cadeler expanded its fleet with the delivery of two advanced vessels (Wind Maker, Wind Pace) and the acquisition of an O&M vessel (Wind Keeper) in H1 2025. The company expects two more vessels (Wind Ally, Wind Mover) by H2 2025, aiming for a 12-vessel fleet by mid-2027. The operating fleet achieved a 67% utilization rate in H1 2025, consistent with expectations despite newbuild deliveries and scheduled drydocking - Cadeler took delivery of Wind Maker and Wind Pace, and acquired Wind Keeper in H1 2025, expanding its jack-up offshore wind installation fleet[6] - Two additional vessels, Wind Ally and Wind Mover, are expected for delivery in H2 2025, contributing to a projected 12-vessel fleet by mid-2027[7][8] Operating Fleet Utilization Rate | Metric | H1 2025 | | :----- | :------ | | Operating Fleet Utilization Rate | 67% | O&M Strategy Cadeler strengthened its Operations & Maintenance (O&M) capabilities by launching Nexra, a dedicated O&M division, and acquiring Wind Keeper, an O&M vessel. This segment now accounts for approximately 20% of the company's revenue in 2025, aiming to diversify revenue and drive recurring income - Cadeler launched Nexra, a dedicated O&M division, in March 2025 to deepen client partnerships, improve vessel utilization, diversify revenue streams, and drive recurring income[9] - The O&M segment accounts for approximately 20% of Cadeler's revenue in 2025[9] - The acquisition of Wind Keeper in May 2025 enhances fleet flexibility and capacity to meet growing aftermarket demand for O&M services[10] Market Position & Strategy Cadeler maintains a strong position in the transforming offshore wind sector, supported by its international presence, state-of-the-art fleet, and substantial order backlog. Europe remains a key market, while the Asia-Pacific region is maturing rapidly, and the company has projects in the United States - Cadeler's strategy is rooted in long-term confidence in the offshore wind sector, supported by client engagement and market demand[11] - Europe is Cadeler's most mature and strategically important market, with the Asia-Pacific region showing rapid maturation and project pipeline development[12] - The company has two vessels currently working on projects in the United States[12] Sustainability Focus Cadeler continues its commitment to sustainability, integrating it into its mission to support energy transition. Efforts include lowering emissions intensity through energy-efficient newbuild vessel design, exploring greener fuels, and improving the environmental performance of the existing fleet - Sustainability is integral to Cadeler's mission, focusing on lowering emissions intensity through energy-efficient vessel design and exploring greener fuels[15] - The company is committed to reducing greenhouse gas emissions, protecting marine ecosystems, and improving resource efficiency and circularity[15] Revised 2025 Guidance Cadeler updated its full-year 2025 revenue and EBITDA guidance upwards, primarily due to termination compensation received for the Hornsea 4 project. The project's termination frees up an A-class vessel for other deployments, maintaining a positive long-term financial outlook Full-Year 2025 Financial Guidance (EUR million) | Metric | Previous Guidance (EUR million) | Revised Guidance (EUR million) | Change (EUR million) | | :----- | :------------------------------ | :----------------------------- | :------------------- | | Revenue | 485 - 525 | 588 - 628 | +103 - +103 | | EBITDA | 278 - 318 | 381 - 421 | +103 - +103 | - The revised guidance accounts for termination compensation received for the Hornsea 4 project, which does not affect the long-term financial outlook[16] Management Review Business Review Cadeler A/S, a global leader in offshore wind installation, operations, and maintenance services, expanded its fleet with the early delivery of Wind Keeper, which secured a three-year O&M contract with Vestas. The company also received a termination notice for a Long-Term Agreement related to the Hornsea 4 Offshore Wind Farm, resulting in agreed compensation and an update to financial guidance - Cadeler is a key supplier of offshore wind installation, operations, and maintenance services, headquartered in Copenhagen, Denmark, with global offices[24] - The company took early delivery of Wind Keeper, a new jack-up WTIV, which secured its first long-term O&M contract with Vestas for three years starting in early 2026[25][26] - Cadeler received a termination notice from Ørsted A/S for an A Class Windfarm Installation Vessel LTA due to the discontinuation of the Hornsea 4 project, entitling Cadeler to agreed compensation[27] Financial Highlights Cadeler reported significant financial growth in H1 2025 compared to H1 2024, with revenue tripling, gross profit increasing nearly eightfold, and a substantial shift from operating loss to profit. Total assets increased by 43%, while the equity ratio decreased due to increased liabilities, primarily from vessel construction financing Key Financial Figures (H1 2025 vs H1 2024) | Key figures (EUR'000) | H1 2025 | H1 2024 | Change (YoY) | | :-------------------- | :------ | :------ | :----------- | | Revenue | 298,535 | 82,218 | +263% | | Cost of sales | (100,234)| (57,398)| +75% | | Gross profit | 198,301 | 24,820 | +699% | | Operating profit/(loss)| 167,954 | (1,363) | N/A | | Profit/(loss) for the period | 167,733 | 153 | +109,530% | | Cash flow provided by operating activities | 71,490 | 17,300 | +313% | | Cash flow used in investing activities | (673,280)| (295,987)| +127% | | Cash flow provided by financing activities | 596,356 | 274,375 | +117% | | Earnings per share (EPS), EUR | 0.48 | 0.00 | N/A | | Contracted days (no. of days) | 770 | 344 | +124% | | Utilisation (%) | 66.9% | 47.2% | +19.7 pp | Balance Sheet and Ratios (30 June 2025 vs 31 December 2024) | Key figures (EUR'000) | 30 June 2025 | 31 December 2024 | Change (%) | | :-------------------- | :----------- | :--------------- | :--------- | | Total assets | 2,769,469 | 1,937,016 | +43% | | Total liabilities | 1,398,542 | 703,122 | +99% | | Equity | 1,370,927 | 1,233,894 | +11% | | Cash and cash equivalents | 53,030 | 58,464 | -9% | | Return on assets (%) | 7.2% | 4.4% | +2.8 pp | | Return on equity (%) | 12.9% | 6.0% | +6.9 pp | | Equity ratio (%) | 49.5% | 63.7% | -14.2 pp | | Average number of employees (Onshore) | 285 | 242 | +18% | | Average number of employees (Offshore) | 513 | 364 | +41% | Financial Review The significant increase in revenue and profit for H1 2025 was primarily driven by termination fees from the LTA and increased revenue from fleet expansion and higher utilization. Cost of sales rose due to new vessel additions, while administrative costs increased due to headcount growth. Operating cash flow improved, but investing cash outflow surged due to installment payments for vessels under construction, financed by increased borrowing - Revenue increased by EUR 217 million to EUR 299 million in H1 2025, primarily due to termination fees and increased revenue from fleet expansion and higher utilization[32] - Cost of sales increased by EUR 43 million to EUR 100 million, mainly due to the addition of new vessels: Wind Peak (Aug 2024), Wind Maker (Jan 2025), and Wind Pace (Mar 2025)[33] - EBITDA reached EUR 213 million profit in H1 2025, a EUR 191 million increase from H1 2024[36] - Net cash flow from operating activities increased by EUR 54 million to EUR 71 million, driven by higher operating profit and deferred revenue, partially offset by increased receivables[39] - Net cash outflow from investing activities increased by EUR 377 million to EUR 673 million, primarily due to installment payments for vessels under construction[40] - Total assets increased by 43% to EUR 2,769 million, mainly due to a EUR 672 million increase in property, plant and equipment, including EUR 691 million in Assets under Construction (AUC)[42] Debt Facilities & Liquidity Cadeler secured significant financing in H1 2025, including drawing down on Green Corporate, M-class, and P-class facilities for new vessel deliveries (Wind Maker, Wind Pace) and signing a EUR 525 million A-class facility and a EUR 150 million Wind Keeper Bridge Facility. The company maintains strong liquidity with EUR 204 million available from cash and committed facilities - Cadeler utilized EUR 40 million twice under the Green Corporate Facility in January and February 2025[42] - The company drew down EUR 212 million from the M-class Facility for the final installment of Wind Maker and EUR 211 million from the P-Class Facility for Wind Pace[43][44] - A EUR 525 million Sinosure-backed Green Term Loan Facility (A-class Facility) was signed on March 21, 2025, to finance the first two newbuild A-class vessels, becoming fully effective on May 31, 2025[45] - Cadeler entered into a EUR 150 million Wind Keeper Bridge Facility with DNB Bank ASA to finance the purchase of Wind Keeper, with EUR 150 million utilized by June 2025[46] - As of June 30, 2025, Cadeler had EUR 204 million in liquidity from cash on hand and committed facilities[47] Related Party Transactions Related party transactions in H1 2025 were limited to guarantee fees from BW Group Limited, administrative support from Scorpio Services Holding, and training courses from BW Maritime - Related party transactions primarily involved guarantee fees from BW Group Limited, administrative support from Scorpio Services Holding, and training from BW Maritime[48] Impact on the External Environment Cadeler's sustainability strategy remains unchanged since the 2024 Annual Report, emphasizing its commitment to reducing environmental impact, protecting marine ecosystems, and promoting resource efficiency and circularity - No significant changes to the sustainability strategy since the 2024 Annual Report; sustainability remains a strategic objective[49] - The company is committed to reducing its environmental impact, protecting marine ecosystems, and delivering leadership in EHS and corporate responsibility[49] Order Backlog Cadeler's order backlog stood at EUR 2,499 million as of August 26, 2025, with significant new contracts signed, including a EUR 210 million firm contract for Wind Keeper with Vestas and a EUR 70-80 million contract for Formosa 4 Offshore Wind Farm. The termination of the Hornsea 4 LTA removed its value from the backlog as of June 30, 2025 - Cadeler's order book for 2025 is substantially filled[50] - A long-term firm contract worth approximately EUR 210 million was signed with Vestas for Wind Keeper on July 18, 2025, with potential to exceed EUR 380 million if options are exercised[52] - A firm contract for WTG installation at the Formosa 4 Offshore Wind Farm in Taiwan, valued between EUR 70 and EUR 80 million, was signed on August 22, 2025[52] Contract Backlog (EUR million) | Category | Within 1 year | After 1 year | Total | | :------- | :------------ | :----------- | :---- | | Contract backlog as of 30 June 2025 | 699 | 1,323 | 2,022 | | Additions (1 July 2025 to 26 August 2025): | | Firm | 10 | 281 | 291 | | Subject to exercise of counterparty options (non-contingent) | 6 | 87 | 93 | | Subject to exercise of counterparty options (contingent) | 6 | 87 | 93 | | Contract backlog as of 26 August 2025 | 721 | 1,778 | 2,499 | - The value of the Long-Term Agreement for the Hornsea 4 Offshore Wind Farm was removed from the order backlog effective June 30, 2025, due to termination[51] 2025 Outlook Revised Financial Guidance Cadeler updated its full-year 2025 financial guidance upwards, with revenue now expected between EUR 588 million and EUR 628 million, and EBITDA between EUR 381 million and EUR 421 million. This revision is primarily due to termination fees received for the A-class WTIV long-term agreement with Ørsted Full-Year 2025 Financial Guidance (EUR million) | Metric | Previous Guidance (EUR million) | Revised Guidance (EUR million) | | :----- | :------------------------------ | :----------------------------- | | Revenue | 485 - 525 | 588 - 628 | | EBITDA | 278 - 318 | 381 - 421 | - The upward revision in guidance is principally due to the receipt of termination fees for the long-term agreement for an A-class WTIV with Ørsted[58] Global Offshore Wind Market Outlook The global offshore wind outlook for 2030 has been revised downward due to project delays, political uncertainty, and increasing costs. However, the market shows signs of adjustment with picking up auction activity and many projects reaching Final Investment Decision (FID). Demand for O&M services is increasing, positioning Cadeler well with its strong order backlog, expanding fleet, and dedicated O&M offering - The global offshore wind outlook for 2030 has been revised downward due to project delays, political uncertainty, and increasing prices[59] - Despite challenges, auction activity is increasing, and a large volume of projects have reached Final Investment Decision (FID)[59] - Demand for operations and maintenance (O&M), especially major component replacement, is growing as more and larger turbines are installed[60] - Cadeler is well-positioned in this evolving market due to its strong order backlog, expanding fleet, and dedicated O&M offering[60] Risks and Uncertainties Cadeler's 2025 guidance is subject to various risks beyond its control, including economic turbulence, workforce shortages, supply chain disruptions, political instability, adverse weather, vessel off-hire periods, and potential delays or changes to contract terms - Key risks include economic turbulence, workforce shortages, supply chain disruptions, strikes, embargoes, political instability, and adverse weather conditions[61] - Vessel off-hire periods due to accidents, technical issues, or contractual non-performance, as well as delays, cancellations, or changes to contract terms, could materially influence earnings[61] Interim Condensed Consolidated Financial Statements Interim Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Cadeler reported a significant increase in profit for H1 2025, reaching EUR 167.7 million, compared to EUR 0.15 million in H1 2024, driven by substantial revenue and gross profit growth. Total comprehensive income also saw a notable increase, despite negative other comprehensive income from cash flow hedges Profit or Loss Highlights (EUR'000) | Metric | H1 2025 | H1 2024 | | :----- | :------ | :------ | | Revenue | 298,535 | 82,218 | | Gross profit | 198,301 | 24,820 | | Operating profit/(loss) | 167,954 | (1,363) | | Profit for the period | 167,733 | 153 | | Basic EPS (EUR) | 0.48 | 0.00 | | Diluted EPS (EUR) | 0.48 | 0.00 | Other Comprehensive Income (EUR'000) | Metric | H1 2025 | H1 2024 | | :----- | :------ | :------ | | Cash flow hedges - changes in fair value | (21,779) | 16,778 | | Other comprehensive income/(loss), net of tax | (30,086) | 38,980 | | Total comprehensive income/(loss) for the period, net of tax | 137,647 | 39,133 | Interim Condensed Consolidated Balance Sheet Cadeler's balance sheet as of June 30, 2025, shows a substantial increase in total assets, primarily driven by property, plant and equipment, reflecting fleet expansion. Total liabilities nearly doubled, mainly due to increased debt to credit institutions, while equity also grew, albeit at a slower pace, leading to a decrease in the equity ratio Balance Sheet Highlights (EUR'000) | Metric | 30 June 2025 | 31 December 2024 | | :----- | :----------- | :--------------- | | Total non-current assets | 2,416,799 | 1,748,400 | | Property, plant and equipment | 2,384,551 | 1,712,266 | | Total current assets | 352,670 | 188,616 | | Total assets | 2,769,469 | 1,937,016 | | Total equity | 1,370,927 | 1,233,894 | | Total non-current liabilities | 1,040,705 | 579,475 | | Debt to credit institutions (non-current) | 993,600 | 539,854 | | Total current liabilities | 357,837 | 123,647 | | Current debt to credit institutions | 204,785 | 31,163 | | Total liabilities | 1,398,542 | 703,122 | | Total equity and liabilities | 2,769,469 | 1,937,016 | Interim Condensed Consolidated Statement of Changes in Equity Cadeler's total equity increased to EUR 1,370.9 million by June 30, 2025, primarily driven by a profit of EUR 167.7 million for the period. This growth was partially offset by negative adjustments from cash flow hedging activities and treasury share repurchases Changes in Equity (EUR'000) | Metric | 1 January 2025 | Profit for the period | Other comprehensive income | Share-based payments | Treasury shares | End of 30 June 2025 | | :----- | :------------- | :-------------------- | :------------------------- | :------------------- | :-------------- | :------------------ | | Total | 1,233,894 | 167,733 | (30,086) | 1,102 | (1,716) | 1,370,927 | - Profit for the period contributed EUR 167.7 million to equity growth in H1 2025[66] - Other comprehensive income resulted in a negative impact of EUR 30.1 million, mainly from cash flow hedges[66] Interim Condensed Consolidated Statement of Cash Flows Cadeler experienced a significant increase in cash flow from operating activities in H1 2025, reaching EUR 71.5 million. However, net cash outflow from investing activities surged to EUR 673.3 million due to substantial additions to property, plant and equipment. This was largely offset by a strong net cash inflow from financing activities of EUR 596.4 million, primarily from new borrowings Cash Flow Highlights (EUR'000) | Metric | H1 2025 | H1 2024 | | :----- | :------ | :------ | | Net cash provided by operating activities | 71,490 | 17,300 | | Net cash used in investing activities | (673,280) | (295,987) | | Net cash provided by financing activities | 596,356 | 274,375 | | Net (decrease)/increase in cash and cash equivalents | (5,434) | (4,312) | | Cash and cash equivalents at end of the period | 53,030 | 93,050 | - Additions to property, plant and equipment amounted to EUR 672.2 million in H1 2025, significantly higher than EUR 296.2 million in H1 2024[68] - Proceeds from borrowing net of bank fees were EUR 644.1 million in H1 2025, compared to EUR 128.3 million in H1 2024[68] Notes to the Interim Condensed Consolidated Financial Statements Note 1 General Information Cadeler A/S is a Danish-domiciled, globally operating leader in offshore wind installation, operations, and maintenance services, listed on the Oslo Stock Exchange and NYSE. The Group owns eight offshore jack-up windfarm installation vessels, with its interim condensed consolidated financial statements for H1 2025 being unaudited - Cadeler A/S is incorporated and domiciled in Denmark, listed on the Oslo Stock Exchange (CADLR) and NYSE (CDLR)[73] - The Group is a global leader in offshore wind installation, operations, and maintenance services, owning eight offshore jack-up windfarm installation vessels[74] - The interim condensed consolidated financial statements for the six months ended June 30, 2025, are unaudited[76] Note 2 Basis of Presentation and Other Significant Accounting Policies The interim financial statements for H1 2025 are prepared in accordance with IAS 34 and are consistent with the accounting policies, judgments, and estimates from the 2024 Annual Report. Effective January 1, 2025, the functional currency of former Eneti group entities changed to the euro. The Group maintains a going concern basis of accounting - Interim condensed consolidated financial statements are prepared in accordance with IAS 34 Interim Financial Reporting[79] - Accounting policies, judgments, and estimates are consistent with those applied in the Annual Report for 2024[80] - Effective January 1, 2025, the functional currency of former Eneti group entities changed to the euro (€) to align reporting across the Group[81] - The Group continues to adopt the going concern basis of accounting[83] Note 3 Revenue Cadeler's H1 2025 revenue significantly increased to EUR 298.5 million, with a substantial portion from 'Other revenue,' including termination fees. Revenue is disaggregated into time charter services and transportation and installation services, with a regional split of 49% from Europe and 51% from the rest of the world (excluding cancellation fees). Contract assets and deferred revenue also saw considerable increases Revenue Disaggregation (EUR'000) | Revenue Disaggregation | H1 2025 | H1 2024 | | :--------------------- | :------ | :------ | | Time charter services and transportation and installation services | 178,163 | 68,282 | | Other revenue, including fees earned for early termination of contracts by customers | 120,372 | 13,936 | | Total revenue | 298,535 | 82,218 | - The lease component within time charter and T&I services amounted to EUR 74 million in H1 2025 (H1 2024: EUR 18 million)[92] - Revenue split (excluding cancellation fee): 49% from Europe and 51% from the rest of the world in H1 2025[93] - Contract assets totaled EUR 154 million as of June 30, 2025, a significant increase from EUR 37 million in 2024[101] Deferred Revenue Movement (EUR'000) | Metric | H1 2025 | H1 2024 | | :----- | :------ | :------ | | Deferred revenue at 1 January | 47,337 | 13,881 | | Deferred during the period | 66,748 | 45,633 | | Recognised as revenue during the period | (25,764) | (34,594) | | Total deferred revenue at end of period | 88,321 | 24,920 | | Current | 79,984 | 23,186 | | Non-current | 8,337 | 1,734 | - For H1 2025, revenue from four customers each exceeded 10% of total revenue, amounting to EUR 121 million, EUR 41 million, EUR 40 million, and EUR 33 million respectively[103] Contract Backlog (EUR million) | Category | Within 1 year | After 1 year | Total | | :------- | :------------ | :----------- | :---- | | Total as of 30 June 2025 | 699 | 1,323 | 2,022 | | Total as of 30 June 2024 | 326 | 1,589 | 1,915 | - The LTA for an A-class Windfarm Installation Vessel was removed from the order backlog as of June 30, 2025, due to termination[107] Note 4 Earnings Per Share (EPS) Cadeler's basic and diluted Earnings Per Share (EPS) significantly increased to EUR 0.48 in H1 2025, up from EUR 0.00 in H1 2024, reflecting the substantial profit for the period. The weighted average number of ordinary shares also increased due to share-based payments and prior year capital increases EPS Data | Metric | H1 2025 | H1 2024 | | :----- | :------ | :------ | | Profit attributable to ordinary equity holders of the parent for basic earnings (EUR'000) | 167,733 | 153 | | Basic EPS (EUR) | 0.48 | 0.00 | | Diluted EPS (EUR) | 0.48 | 0.00 | | Weighted average number of ordinary shares for basic EPS (Thousands) | 350,957 | 341,158 | | Weighted average number of ordinary shares adjusted for the effect of dilution (Thousands) | 352,361 | 342,148 | Note 5 Property, Plant and Equipment Property, plant and equipment (PPE) significantly increased to EUR 2,384.6 million by June 30, 2025, primarily driven by EUR 716.3 million in additions, largely for newbuild vessels under construction (A-class, P-class, M-class, Wind Keeper) and O-class vessel upgrades. Transfers from assets under construction also reflect the delivery of Wind Pace and Wind Maker. Borrowing costs of EUR 29 million were capitalized Property, Plant and Equipment Net Book Value (EUR'000) | Category | 30 June 2025 | | :------- | :----------- | | Vessels | 1,637,673 | | Dry dock | 17,095 | | Other fixtures and fittings | 16,798 | | Assets under construction | 712,985 | | Total | 2,384,551 | - Additions during H1 2025 amounted to EUR 716.3 million, driven by downpayments for A-class, P-class, M-class, Wind Keeper installation vessels, and O-class vessel upgrades[116] - Transfers from assets under construction in H1 2025 were mainly related to newbuild Wind Pace (EUR 326 million) and Wind Maker (EUR 356 million)[118] - Borrowing costs of EUR 29 million were capitalized in H1 2025 at a rate of 3.6%[120] - Management identified no internal or external impairment indicators for vessels as of June 30, 2025[121] Note 6 Goodwill Goodwill from the Eneti acquisition is allocated to the single cash-generating unit (CGU) of offshore wind turbine generator and foundation installation by specialized vessels (WTGFIV). Management assessed no impairment indicators for the vessels or goodwill as of June 30, 2025 - Goodwill from the Eneti acquisition is allocated to the WTGFIV cash-generating unit[122] - The recoverable amount of the WTGFIV CGU is based on the value of its vessels, which showed no indication of impairment[123] - No impairment test was performed for vessels or goodwill as of June 30, 2025, due to the absence of internal or external impairment indicators[124] Note 7 Statement of Cash Flows Specifications Adjustments for non-cash items in H1 2025 primarily included depreciation and amortization of EUR 44.5 million. Changes in working capital resulted in a net outflow of EUR 145.9 million, mainly due to increases in trade receivables, contract assets, and prepayments, partially offset by deferred revenue Adjustments of Non-Cash Items (EUR'000) | Metric | H1 2025 | H1 2024 | | :----- | :------ | :------ | | Depreciation and amortisation | 44,542 | 23,080 | | Total adjustments of non-cash items | 49,961 | 26,530 | Changes in Working Capital (EUR'000) | Metric | H1 2025 | H1 2024 | | :----- | :------ | :------ | | Trade receivables, contract assets, prepayments and other receivables | (175,692) | (28,599) | | Deferred revenue | 40,984 | 11,031 | | Net change in working capital | (145,943) | (10,671) | Note 8 Issued Share Capital As of June 30, 2025, Cadeler's share capital remained at EUR 47.1 million, consisting of 350,957,583 shares. The company completed a share buy-back program in May 2025, repurchasing 395,200 shares for EUR 1.7 million to fulfill share-based incentive obligations, holding 478,345 treasury shares by June 30, 2025 Issued Share Capital (EUR'000) | Metric | No. of shares (in thousands) | Total (EUR'000) | | :----- | :--------------------------- | :-------------- | | 30 June 2025 | 350,958 | 47,143 | - On May 30, 2025, Cadeler completed a share buy-back program, repurchasing 395,200 shares for EUR 1.7 million to fulfill share-based incentive obligations[129] - As of June 30, 2025, the Company held 478,345 treasury shares[129] Note 9 Financial Risk Management Cadeler is exposed to market risks (currency, interest rate), credit risk, and liquidity risk, managed by its Board and Audit Committee. The Group's largest currency exposure is USD 919 million for new A-class and M-class vessels. Interest rate risk is primarily related to its Green Corporate, P-class, M-class, Wind Keeper Bridge, and Holdco facilities. Liquidity is managed through cash and committed credit facilities. Derivative assets decreased, and derivative liabilities increased, mainly due to shifts in market expectations for interest rate cuts and a weaker USD - The Group's largest currency exposure relates to future installments for new A-class and M-class vessels in USD (USD 919 million)[134] - Interest rate risk primarily relates to the Green Corporate Facility, P-class facility, M-class facility, Wind Keeper Bridge Facility, and Holdco facility[135] Debt Facilities (EUR Millions as of 30 June 2025) | Facility | Utilised | Repayments | Unutilised | | :------- | :------- | :--------- | :--------- | | Green Corporate Facility (RCF + term loan) | 350 | (13) | 100 | | P-Class Facility | 421 | (18) | - | | M-Class Facility I & II | 212 | (4) | 208 | | A-Class Facility I & II | - | - | 525 | | Wind Keeper Bridge Facility | 150 | - | - | | HoldCo Facility | 125 | - | - | | Total (excluding Guarantee facility) | 1,259 | (34) | 833 | - Derivative assets decreased by EUR 17.9 million to EUR 1.6 million, and derivative liabilities increased by EUR 14.5 million to EUR 30.9 million, mainly due to market expectations of interest rate cuts and a weaker USD[143] Note 10 Related Party Transactions Related party transactions in H1 2025 primarily involved purchases of services from BW Group Limited (EUR 3.27 million) and Scorpio Holdings Limited (EUR 0.24 million). Payables to related parties amounted to EUR 0.201 million as of June 30, 2025 Related Party Transactions (EUR'000) | Metric | H1 2025 | H1 2024 | | :----- | :------ | :------ | | Purchases of services from related parties | (3,510) | (4,567) | | BW Group Limited (including subsidiaries) | (3,270) | (3,905) | | Scorpio Holdings Limited (including subsidiaries) | (240) | (662) | Payables to Related Parties (EUR'000) | Metric | 30 June 2025 | 31 December 2024 | | :----- | :----------- | :--------------- | | Payables to related parties at reported period | 201 | 223 | | BW Group Limited (including subsidiaries) | 159 | 181 | | Scorpio Holdings Limited (including subsidiaries) | 42 | 42 | - Transactions are primarily linked to guarantee fees issued by BW Group Limited, training expenses by BW Maritime, and administrative expenses to Scorpio Services Holding[147] Note 11 Commitments and Pledges Cadeler's commitments primarily relate to future installments for new A-class and M-class vessels, totaling EUR 839 million (translated from EUR and USD) as of June 30, 2025. Significant payments were made in H1 2025 for Wind Pace and Wind Maker, with remaining payments scheduled through 2027 Remaining Instalments for Newbuild Vessels (Millions as of 30 June 2025) | Category | P-Class | M-Class | A-Class | Total | | :------- | :------ | :------ | :------ | :---- | | Commitment amount translated to EUR | - | 166 | 673 | 839 | - In March 2025, EUR 176.7 million was paid towards the final installment for Wind Pace[151] - In January 2025, EUR 198.2 million was paid for Wind Maker's final installment, and EUR 31.5 million for Wind Mover's installment[152] - EUR 15.9 million and EUR 31.8 million were paid towards A-class vessel installments in February and May 2025, respectively, with remaining payments due between 2025 and 2027[153] Note 12 Events After Reporting Period After the reporting period, on July 21, 2025, Cadeler secured a Green Term Loan Facility of up to EUR 125 million for Wind Keeper, refinancing a substantial part of the Wind Keeper Bridge Facility with a long-term solution - On July 21, 2025, Cadeler entered into a Green Term Loan Facility of up to EUR 125 million for Wind Keeper, securing long-term refinancing for the Wind Keeper Bridge Facility[155] Statement by Management Approval and Opinion The Board of Directors and Executive Board approved the interim condensed consolidated financial statements for H1 2025, affirming their preparation in accordance with IAS 34 and Danish disclosure requirements. They expressed the opinion that the statements provide a true and fair view of the Group's financial position, results, and cash flows, and that the Management Review offers a fair assessment of operations and risks - The interim condensed consolidated financial statements for H1 2025 were discussed and approved by the Board of Directors and Executive Board on August 26, 2025[160][163] - The statements are prepared in accordance with IAS 34 and additional Danish disclosure requirements[161] - Management believes the financial statements give a true and fair view of the Group's financial position, results, and cash flows, and the Management Review provides a fair assessment of operations and risks[162] Forward-Looking Statements Nature and Disclaimer The report contains forward-looking statements about Cadeler's business and financial performance, which are subject to risks, uncertainties, and other factors that may cause actual events to differ materially from expectations. The company disclaims any obligation to update these statements, except as required by law, and accepts no liability for errors or omissions in the information provided - Forward-looking statements concern future circumstances and are subject to risks, uncertainties, and other factors that may cause actual events to differ materially[166] - The Company assumes no obligation to update any forward-looking statements or to conform them to actual results, except as required by law[168] - No representation or warranty is made as to the information, and no liability is accepted for any errors, omissions, or misstatements[171] Alternative Performance Measures Non-IFRS Financial Measures Cadeler uses non-IFRS metrics, specifically EBITDA (Earnings before interest, tax, depreciation, amortisation, and foreign exchange gains/losses), to supplement its IFRS financial information. These measures provide greater transparency and supplemental data for investors to understand underlying performance and period-to-period comparisons, but are not a substitute for IFRS measures - Cadeler uses non-IFRS metrics, including EBITDA, to supplement IFRS financial information for measuring performance[173] - EBITDA is defined as Earnings before interest, tax, depreciation, amortisation, and foreign exchange gains/losses[175] EBITDA Calculation (EUR'000) | Metric | H1 2025 | H1 2024 | | :----- | :------ | :------ | | Operating profit or loss as reported in the statement of profit | 167,954 | (1,363) | | Right-of-use asset amortisation | 763 | 657 | | Depreciation and amortisation | 43,799 | 22,433 | | EBITDA | 212,516 | 21,727 | Financial Ratios and Operational Metrics This section defines key financial ratios and operational metrics used by Cadeler, including Return on Assets, Return on Equity, Equity Ratio, Contracted Days, Utilisation, and Contract Backlog. It also provides non-financial definitions for Vessel Reservation Agreements (VRA) and Final Investment Decision (FID) - Definitions are provided for financial ratios such as Return on Assets, Return on Equity, and Equity Ratio[178] - Operational metrics defined include Contracted days, Utilisation, and Contract backlog[178] - Non-financial definitions for Vessel Reservation Agreements (VRA) and Final Investment Decision (FID) are also included[178]