Scandinavian Biogas Fuels International AB (publ)
Corp ID no.: 556528-4733
Interim report for
1 January-31 March 2016
On 10 February 2016, Scandinavian Biogas Fuels International AB (publ) issued corporate bonds at a value of SEK 200 million. As of 8 April 2016, these bonds have been available for trade on the NASDAQ OMX Stockholm stock exchange.
The Group acquired the majority of the shares in the Norwegian-registered company Biokraft Holding AS on 11 February 2016. This acquisition means that Scandinavian Biogas is establishing itself in the Norwegian market.
First quarter in brief
- The expansion of the upgrading facility in Henriksdal has essentially been completed and the first deliveries from the new production line to customers of the gas network in Stockholm were made in late January
- Net sales totalled SEK 52.8 million (SEK 41.8 million)
- Total revenues amounted to SEK 56.4 million (SEK 49.4 million)
- EBITDA (operating profit before depreciation and amortisation) was SEK 7.0 million
(SEK 7.3 million)
- The Group posted an operating loss of SEK 3.1 million (profit: SEK 1.0 million)
- The Group posted a loss after tax of SEK 11.4 million (profit: SEK 9.0 million)
Unless otherwise specified, all financial information in this report pertains to the Group and the figures in parentheses pertain to the year-earlier period.
Please note: This document is an English language translation of the Swedish original. In the event of any discrepancy between the English translation and the Swedish original, the Swedish original shall prevail.
Significant events after the end of the period
- The corporate bonds have been listed on the NASDAQ Stockholm stock exchange and the first day of trading was 8 April 2016
- The new production line in Henriksdal was inaugurated on 28 April 2016 by Stockholm’s Vice Mayor of Environment, Katarina Luhr, and Stockholm’s County Council Commissioner of Transportation Kristoffer Tamsons
Scandinavian Biogas is a leading player in large-scale biogas production and holds world-leading expertise on how to design biogas plants, including everything from pre-treatment to upgrading, in order to optimise the production of biogas. The Group is actively pursuing the transition from fossil fuels to renewable energy.
The Group’s business concept is to be a leader in designing, managing and operating biogas plants. This will be achieved by always improving the digestion process in the production of biomass-based biogas, predominantly from the vast quantity of waste that arises during wastewater treatment, food waste and from industrial processes such as the production of food and biofuels. The Group also provides leading expertise in the purification of digester gas for use in upgrading biogas to fuel quality. Our focus is on the markets in the Nordic region and South Korea.
Since Scandinavian Biogas maintains a strategic focus on research and development, the Group assigns substantial priority to developing methods for more efficient biogas production from both established and new types of waste, residues and other organic materials. The company’s knowledge and methods enable biogas production to now be performed more cost and resource-efficiently than before.
Scandinavian Biogas Fuels International AB (publ) is registered and headquartered in Stockholm. On 31 March 2016, the Group had 40 (36) employees in Sweden, and 22 (21) in South Korea.
Scandinavian Biogas Fuels International AB (publ) is the Parent Company of the Scandinavian Biogas Group, which comprises several wholly and co-owned companies registered in Sweden, Norway and South Korea. The Group’s businesses are mainly operated through subsidiaries.
The Group’s net sales for the first quarter of the year amounted to SEK 52.8 million (SEK 41.8 million), up 26.3% year-on-year. The increase in revenues primarily resulted from the fact that the biogas plant in Södertörn is now operational and delivering gas to customers. Total revenues for the period from January to March 2016 amounted to
SEK 56.4 million (SEK 49.4 million).
The Group’s EBITDA for the first three months of the year was SEK 7.0 million (SEK 7.3 million), which is in line with the year-earlier period.
During the first quarter of the year, the Group posted an operating loss of SEK 3.1 million (profit: SEK 1.0 million). The change was due to an increase in depreciation/amortisation following the commissioning of the plant in Södertörn.
The Group posted a loss after tax of SEK 11.4 million (profit: SEK 9.0 million), during the period from January to March 2016, of which a loss of SEK 0.1 million (gain: SEK 10.0 million) derived from unrealised exchange-rate differences.
At 31 March 2016, total assets amounted to SEK 932.6 million (SEK 629.4 million), up 22.6% since year-end, mostly as a result of the investment in Norway and the corporate bonds. Borrowing related to financial leasing with terms of 20 years or more amounted to SEK 173.5 million (SEK 168.1 million). In addition to earnings for the year, the change in equity during the year included the minority owner’s equity investment in the Group company Biokraft Holding AS; refer to Note 3 Business combinations.
At 31 March 2016, consolidated cash balances totalled SEK 135.6 million (SEK 71.7 million), the decrease in which was primarily due to the corporate bonds that were issued in February.
At the time of the acquisition of the Biokraft Holding AS shares, the acquired Group held current liabilities in the amount of SEK 98.6 million related to investments in the new biogas plant. At the time of acquisition, the Scandinavian Biogas Group and the minority owner contributed a total of SEK 89.5 million in the form of a new share issue, which was used for such purposes as settling the aforementioned liability. The Group’s cash flow for the period during which the company has been owned and thus also consolidated marks a reduction in current liabilities and a corresponding decline in cash and cash equivalents.
Investments in tangible and intangible assets during the first three months of the year amounted to SEK 7 million
(SEK 38 million) and advance payments of approximately SEK 91 million were made for construction work in progress. Investments have also been made in the form of business acquisitions, as described above. At 31 March 2016, the Group was committed to making additional investments in the plant in Södertörn, in the expansion in Henriksdal, and in the new biogas plant outside Trondheim, Norway.
At 31 March 2016, the book value of the Group’s tangible and intangible assets was SEK 735.7 million
(SEK 509.3 million), of which SEK 253.0 million (SEK 194.6 million) pertains to leased objects that the Group leases under long-term lease agreement (more than 20 years).
Significant events during the period
Corporate bond issue
On 10 February, the Parent Company issued a corporate bond in the amount of SEK 200 million with a term of four years. The funds were used to acquire a majority stake in Biokraft Holding AS and to repay part of an external loan. The funds will also be used for such purposes as investments to enhance the plant in Södertörn.
The Group acquired a majority of the shares in Biokraft Holding AS in early 2016. The acquisition means that Scandinavian Biogas is establishing itself in the Norwegian market as well. Biokraft AS, which is a wholly owned subsidiary of Biokraft Holding AS, will build a biogas plant adjacent to Norske Skog’s paper-pulp mill in Skogn outside Trondheim, Norway. The plant will produce liquid biogas and the substrate will mainly comprise waste from the fishing industry. Once the plant is in full production, it is expected to be able to deliver about 12 million Nm3, or 120 GWh, of liquid biogas. The plant is expected to be in commission during the second half of 2017.
Expansion of Henriksdal
At 31 March 2016, the expansion of the plant in Henriksdal, which commenced in November 2014 in partnership with Stockholm Vatten AB, had essentially been completed. The expansion is expected to increase production capacity by around 12.5 million normal cubic meters (Nm3), or 120 GWh, when fully operational.
Production and sales
Bromma and Henriksdal
The plant in Henriksdal produced and sold 2.3 million Nm3 (1.9 MNm3), or around 23 GWh (19 GWh) of biogas during the interim period. The corresponding volume for the plant in Bromma was 0.6 million Nm3 (0.7 MNm3), or around
6 GWh (7 GWh). The new line in Henriksdal began producing biogas in January.
The pre-treatment plant in Södertörn received an average of 95 tonnes (76 tonnes) of food waste per day during the first three months of the year. In addition to standard waste flows, the plant also received waste from other municipalities outside the Stockholm area for a while. During the first quarter, sales from the biogas plant totalled 1.1 million Nm3
(0 Nm3), or about 11 GWh. As certain challenges remain in the commissioning of the plant, modifications are currently being made. Accordingly, the planned increase in production has been delayed by about three to six months.
Ulsan, South Korea
The plant in South Korea received an average of 182 tonnes (179) of food waste per day during the interim period. Sales of raw gas during the same period amounted to a total of 2.3 million Nm3 (2.4 MNm3), or about 16 GWh (16 GWh). A total of 2.6 million Nm3 (2.5 MNm3) of raw gas was produced.
The business is financed by way of equity, loans from external creditors and financial leasing. The upgrading facilities in Bromma and Henriksdal are being leased from Stockholm Vatten AB and the pre-treatment plant in Södertörn is being leased from SRV Återvinning AB. The lease agreements are for 25 years.
In early 2016, the Parent Company issued a corporate bond in the amount of SEK 200 million with a term of four years. The funds were used to acquire a majority stake in Biokraft Holding AS and to repay part of an external loan. The funds will also be used for such purposes as investments to enhance the plant in Södertörn. The corporate bonds were listed on the NASDAQ Stockholm stock exchange in April 2016.
The Group aims to continue expanding and is proactively pursuing new projects. The Group expects major future projects to require financing under various types of partnerships and funding, depending on the structure and location of the project.
The number of shares remained unchanged during the first quarter of the year and at 31 March 2016 the company had 90,092,662 (90,092,662) shares with a quotient value of SEK 0.20 per share. Each share entitles its holder to one vote. All outstanding shares are ordinary shares and thus entitle their holders to an equal proportion of Scandinavian Biogas Fuels International AB’s (publ) assets and earnings.
Employees and the Chief Executive Officer collectively held a total of 565,000 (565,000) outstanding warrants at
31 March 2016. There was no change in the number of warrants outstanding during the interim period.
Board of Directors
The Annual General Meeting (AGM) on 28 April 2016 resolved on the re-election of Göran Persson, Anders Bengtsson. Andreas Ahlström, Hans Hansson and Sara Anderson. The AGM also resolved on the election of Raif Nisametdin as a new Board member. Göran Persson was re-elected as Chairman.
The Board of Directors has decided that for the period until the next AGM, the Nomination Committee will comprise Göran Persson (Chairman), Örjan Björnsson, Jonas Bengtsson and Andreas Ahlström.
The Board of Directors has decided that the Remuneration Committee will continue to comprise Göran Persson (Chairman), Anders Bengtsson and Andreas Ahlström.
The Audit Committee that was appointed by the Board earlier this year remains unchanged and comprises Anders Bengtsson (Chairman), Hans Hansson and Sara Anderson.
Significant risks and uncertainties
Significant risks and uncertainties are described in the latest annual report. They are also presented in the prospectus related to the listing of corporate bonds that was approved by the Swedish Financial Supervisory Authority in early April 2016 and is available on www.scandinavianbiogas.com.
There were no significant transactions with related parties during the period.
The Group’s operations are primarily conducted in its subsidiaries, while the Parent Company serves as more of a Group administrator.
Net sales and financial performance
During the first quarter of 2016, the Parent Company’s total revenues amounted to SEK 0.5 million (SEK 0.3 million). The increase was the result of re-invoicing passed on to subsidiaries and the corresponding costs are included in the operation’s expenses. The Parent Company posted a result of SEK 0.0 million (loss: SEK 0.7 million).
In February 2016, the Parent Company acquired the majority of the shares in Biokraft Holding AS; refer to Note 3 Business combinations.
Liquidity and financial position
The most substantial changes in the Parent Company’s total assets during the interim period were related to the corporate bond issue, and to the acquisition of a majority stake in Biokraft Holding AS. At the close of the interim period, cash balances amounted to SEK 9.9 million (SEK 1.5 million).
No significant events or changes took place since the Annual Report 2015 that have any bearing on the Group’s or Parent Company’s earnings or financial position other than the ones addressed in this report.
Significant events after the end of the period
The first day of trading for the corporate bonds on the NASDAQ Stockholm stock exchange was 8 April 2016.
The new production line in Henriksdal was inaugurated on 28 April 2016 by Stockholm’s Vice Mayor of Environment, Katarina Luhr, and Stockholm’s Commissioner of Transportation Kristoffer Tamsons. When fully commissioned, the new line is expected to be able to produce 12.5 million normal cubic metres (Nm3), or 125 GWh, of upgraded biogas.
As certain challenges remain in the commissioning of the plant, modifications are currently being made. Accordingly, the planned increase in production has been delayed by about three to six months. There is a risk that this delay will have an adverse impact on the Group’s profitability.
The need for renewable energy that can replace fossil fuels, such as coal and oil, at reasonable prices is enormous. In various studies of the renewable alternatives that can be mass-produced, the interest in biogas has increased, thus also bolstering the demand for biogas, which is expected to gain further traction as it becomes more available. In many regions of the world, and particularly Sweden, the demand for biogas continues to exceed supply. For Scandinavian Biogas, this means that that the Group expects to be able to sell all of the biogas it produces in the coming years.
In order to meet demand, the Group plans to significantly increase production in the Stockholm area in the immediate future. The annual production capacity for the new biogas plant in Södertörn is estimated to be around 8 million Nm3 of fuel quality biogas, or 80 GWh, at full capacity, and the expansion of Henriksdal is expected to yield a potential annual production of around 12 million Nm3 of fuel quality biogas, or 120 GWh, at full capacity. Accordingly, the combined production capacity of all the plants in Sweden is estimated at over 30 million Nm3 of fuel quality biogas, or 300 GWh. The plant in South Korea is expected to continue to have an annual production capacity of about 65 GWh. In addition, the annual production capacity in Norway is estimated at 12 million Nm3 of liquid biogas, or about 120 GWh. With its current plants and ongoing projects, the Group’s total production capacity is expected to be nearly 500 GWh at full commission.
The comparative figures for 2015 have been restated in accordance with the amended policy for the recognition of re-invoicing that the Group adopted during the fourth quarter of 2015.
In the Parent Company, since no items have been recognised as Other comprehensive income, Total comprehensive income comports with the profit/loss for the period.
|Note 1||General information|
The Parent Company Scandinavian Biogas Fuels International AB (publ), corporate registration number 556528-4733, operates as a publicly listed, limited liability company and is registered in Stockholm, Sweden. The headquarters are located on Holländargatan 21A, SE-111 60, Stockholm, Sweden.
Unless otherwise specified, all amounts are in SEK thousand. The figures in parentheses pertain to the year-earlier period.
Since the Group did not hold any securities at the end of the interim period, this financial statement does not feature any segment reporting.
The interim information listed on pages 1-6 comprises an integrated component of this financial statement.
|Note 2||Summary of key accounting policies|
Scandinavian Biogas Fuels International AB (publ) applies the International Financial Reporting Standards (IFRS) as adopted by the European Union. This interim report has been prepared in accordance with IAS 34, Interim Financial Reporting. The Parent Company’s report has been prepared in accordance with Chapter 9 of the Annual Accounts Act, and RFR 2 Accounting for Legal Entities. The interim report is to be read alongside the Annual Report for the financial year that ended on 31 December 2015.
The Group’s accounting policy on re-invoicing was amended during the fourth quarter of 2015. Revenues for non-business-related re-invoicing are now recognised as Other operating income. They were previously recognised under Net revenues. Costs for business-related re-invoicing are now recognised as Raw materials and consumables. They were previously recognised as Other external expenses. The comparative figures for the preceding year have been restated in accordance with the new policy.
In all other respects, the accounting policies comport with the policies applied in the preceding financial year.
|Note 3||Business combinations|
On 11 February 2016, the Group acquired 50.03% of the shares in Biokraft Holding AS, a company registered in Norway, which in turn holds all of the shares in Biokraft AS. The purchase consideration totalled NOK 57,999,147.66. A minor share of the acquisition was made directly from the owners and the majority was made in conjunction with a new share issue. The preliminary surplus value for the acquisition is estimated to be about SEK 4.7 million. Acquisition-related expenses, including legal fees, are estimated at SEK 0.7 million and are recognised among earnings as Other external expenses.
Information on the acquired net assets and goodwill (in SEK thousands):
According to a preliminary assessment, the assets and liabilities that were included in the acquisition are as follows:
The acquisition analysis is preliminary and the surplus value is preliminarily classified as goodwill. The goodwill is attributable to the increase in market shares in the Nordic region, the establishment in the Norwegian market and to the fact that the new biogas plant outside Trondheim, Norway, will produce liquid biogas. All of the Group’s existing plants currently produce compressed biogas. None of the goodwill that is recognised is expected to be tax deductible.
|Note 4||Tangible fixed assets|
In the first quarter, investments of SEK 19 million (SEK 38 million) were made in tangible fixed assets. The investments primarily pertain to ongoing projects in Henriksdal and Södertörn.
The Group capitalised borrowing costs on qualifying assets in the form of new facilities in the amount of SEK 0.4 million (SEK 3.0 million) during the first quarter.
Tangible fixed assets include leased items held by the Group under finance leasing agreements in the following amounts:
|Note 5||Financial instruments – the fair value of financial liabilities valued at amortised cost|
The carrying amount and fair value of long-term borrowing are as follows:
The fair value of short-term borrowing corresponds to its carrying amount since the discounting effect is not of a material nature.
In February 2016, the Parent Company issued corporate bonds at a value of SEK 200 million. The term is for four years and the interest rate is STIBOR three months plus 9.75 percentage points. During the same month, part of a loan from external creditors was also repaid (SEK 51.5 million plus interest).
|Note 6||Accrued expenses and deferred income|
At 31 March 2016, accrued expenses and deferred income included an item in the amount of SEK 88.6 million
(SEK 30.6 million) pertaining to investments in the expansion of Henriksdal, which will be leased by the Group upon completion.
|Note 7||Pledged assets and contingent liabilities|
In all material respects, the pledged assets and contingent liabilities above pertain to subsidiaries’ loans from credit institutions. For further information, refer to the Annual Report 2015.
This interim report has not been audited.
The next interim report will be published and available on www.scandinavianbiogas.com on 19 August 2016.
Stockholm, 29 April 2016
Göran Persson Anders Bengtsson
Chairman of the Board Board member
Andreas Ahlström Hans Hansson
Board member Board member
Sara Anderson Raif Nisametdin
Board member Board member
Report from the Annual General Meeting of Scandinavian Biogas Fuels International AB (publ)
Scandinavian Biogas Fuels International AB (publ), corporate identity number 556528-4733, has
today held the annual general meeting, at which the following decisions were made.
Decision on the determination of accounts, allocation of profits and discharge from liability
The annual general meeting approved the income statement and balance sheet as well as the consolidated income statement and the consolidated balance sheet for the financial year 2019, as well as the board of directors' proposal for allocation of profits, which means that the profit for the year is capitalized on a new account and that no dividend is paid for the financial year 2019. Furthermore, the annual general meeting granted the board members and the CEO discharge from liability in respect of the company for the financial year 2019.
Election of new board and auditor
In accordance with the nomination committee's proposal, the annual general meeting resolved that the number of board members shall be five, without deputies, whereby Göran Persson, Anders Bengtsson, Andreas Ahlström, Sara Anderson and David Schelin were re-elected as board members. Göran Persson was re-elected chairman of the board. The annual general meeting further resolved, in accordance with the nomination committee's proposal, that remuneration to the board members shall amount to SEK 350,000 to the chairman of the board and SEK 50,000 to each of the other board members. Remuneration to the members of the audit committee shall be SEK 25,000 to the chairman of the committee and SEK 15,000 to each of the other members of the committee. In accordance with the nomination committee's proposal, the annual general meeting resolved to re-elect the registered auditing company Öhrlings PricewaterhouseCoopers AB as the company's auditor. As chief auditor, Öhrlings PricewaterhouseCoopers AB intends to appoint authorized public accountant Lars Kylberg. Fees to the auditor shall be paid at a fixed price after completion of the auditing contract.
Share issue authorization
In accordance with the board's proposal, the annual general meeting resolved to authorize the board, within the scope of the articles of association, with or without deviation from the shareholders' preferential rights, on one or more occasions until the next annual general meeting, to decide on new issues of shares, warrants and/or convertibles in the company. The total number of shares that may be covered by such new issues corresponds to a total of no more than 60,000,000 shares. The issues shall be made at a market subscription price, subject to market-based issue discount, if applicable, and payment shall, in addition to cash payment, be made with a non-cash property or through set-off, or otherwise with terms.
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