Annual Report • Mar 20, 2024
Annual Report
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Headquartered in the city of Bergen, Norway, Bergen Carbon Solutions (BCS) is a leading player in the field of carbon utilisation (CU). Since our establishment in 2016 and subsequent IPO in 2021, we have been dedicated to pioneering sustainable carbon solutions that make a real-world impact.
Our core technology leverages the power of electrolysis to transform CO2 into valuable carbon products, including graphite and carbon nanotubes (CNTs) for the battery industry. By harnessing the potential of this process, we contribute to addressing environmental challenges while creating useful materials.
At BCS, we prioritise innovation that's rooted in practicality. Our team of experts collaborates to drive advancements in carbon utilisation. Our approach focuses on turning innovative ideas into tangible solutions.
While our operations are based in Bergen, our vision extends globally. Through partnerships and collaborations, we aim to amplify the impact of our solutions on a larger scale. We're not just making products by consuming CO2 – we are contributing to a more sustainable future.
Sustainability is not just a tagline for us – it is the essence of our work. Our local based processes are producing carbon products for batteries with a significantly reduced CO₂ footprint compared to the dominant existing fossil-based production methodology mostly out of Asia. By utilising advanced technology, we're making steps toward a greener tomorrow. Through practical innovation and a commitment to sustainability, we're actively shaping industries and pioneering change.
For more information and updates, visit our website: bergencarbonsolutions.com
Adjusted net loss for the year: NOK 55.0 million
Processes for verifying our technology and improving the quality of our products towards customers is progressing according to plan
Continued improvements in reducing unit cost of our products
Investing in a battey lab at our headquarter in Bergen to speed up the battery material verification process
Fully funded to deliver on key priorities, cash balance of NOK 233 million
Strengthening the organisation
In an extraordinary general meeting at 25 January, Rita Glenne was elected new director of the board of directors
| Amounts in NOK thousand | 2023 | 2022 |
|---|---|---|
| Total revenue and other income | 296 | 1 486 |
| Total operating expenses | 74 925 | 57 441 |
| Operating profit (loss) | (74 629) | (55 955) |
| Net profit (loss) for the period | (64 914) | (54 001) |
| Net change in cash and cash equivalents | (59 945) | 185 694 |
| Cash and cash equivalents, end of period | 233 044 | 292 989 |
| Outstanding shares, end of period | 41 970 140 | 41 970 140 |
| Cash and cash equivalents/total asset | 85% | 87% |
| Equity ratio | 90% | 92% |
| Equity | 247 294 | 308 730 |
| Total assets | 274 476 | 336 670 |
I am pleased to present our annual report for 2023. This year has been marked by a relentless focus of our core electrolysis competence with significant efforts towards strategic advancements that position us for the expected growth. In addition to strengthening our organisation, our focus in 2023 has been on process optimisation, cost reductions and product quality in order to meet our client requirements. This work has continued also into 2024 with increasing market interest from significant industrial companies both in Asia as well as in Europe.
As a pure play CCU company, the process of validating and verifying our Multi-Walled Carbon Nano Tubes (MWCNT) for different battery applications and chemistries, with different partners, is technically complex and time consuming. The BCS technology, and our CCU equity story, attracts a lot of interest among large, global industrial players. Many of these seek to reduce their massive GHG footprint from today's fossile based carbon production, from petroleum or mining, as our technology will offer significant reductions both in terms of required energy consumption as well as CO2 emission. Consequently, many of these players wants to test our carbon product into their different battery applications, and BCS has as such produced and delivered test samples to a range of potential partners during the year.
In order to gain competence internally of the impacts of our carbon product to different battery chemistries we are now in the process of implementing a new battery lab at our headquarter in Bergen. The battery lab will have equipment for testing our product in different battery chemistries and will significantly increase the speed of product development towards the battery industry. This will build confidence and give us more control of the test results as well as give us valuable insights for further material development.
We have seen a year with high productional activity and continuous production mode with the sole aim to progress our product quality for multi-walled carbon nano tubes (MWCNT). By systematically adjusting critical operational parameters within the
electrolyser, we have improved the quality and reduced the particle size distribution consistently. This has revitalised interest from potential customers.
During the year we have implemented new process steps and installed new prosess- and testing equipment in our testing facility in Bergen. The result is significant progress in our cost reduction program as well as giving us a quicker feedback loop during our product qualification process. Our strategic partnership with TKG Huchems was extended during the year and the qualification process continues with positive developments.
We recognise the criticality of technical competence in our commercial discussions with customers and it's our firm belief that specific electrolysis and battery chemistry competence will be crucial for our expected growth. I am therefore pleased to note a significant positive response in our efforts to strengthen
the organisation. We have extended our battery expertise and welcomed several new colleagues during the year. Our commitment to further develop the company, maintaining key competencies, and securing new talent remains steadfast. As we work to meet market needs, we'll be scaling up our sales and business development activities, actively engaging the global market and working towards securing partnerships, joint ventures, and off-take contracts as our next strategic milestones.
Our sales and business development efforts have been strengthened during the year in order to further broadcast our attractive CCU equity story. Our proactiveness and announcements of product quality improvements have resulted in a steep raise of one-to-one client interactions.
The importance of producing local and sustainable batteries is growing. As such we now see the establishment of a 'green' battery industry in Europe. Our value proposition, centered on local production and negative emission technology, addresses this need and is as such responding to all the critical challenges from a geopolitical perspective. The sanctioning of new EU regulations applicable for certain strategic raw materials, among them synthetic graphite, is also placing BCS within an improved geopolitical context. The importance of making our green carbon locally is essentially attracting more interest. This is also now confirmed by EU's introduction of 'Battery Passports' – verifying among others the GHG footprint of the battery.
Our financial outlook remains robust. With a cash burn for the year in line with guidance at NOK 60 million, we are maintaining a disciplined approach to our cost base. Importantly, our commitment to key priorities is backed by our solid financial footing, evident through our cash balance of NOK 233 million.
Our key priorities remain clear. Our focus is on establishment of key strategic partnerships in order to deliver MWCNT specification and progressing technical and commercial discussions. With the new battery lab in construction, we will increase the speed of this process and open the door for similar discussions with more potential partners.
In closing, I extend my gratitude to our dedicated team, supportive stakeholders, and partners who continue to share our vision of leading the shift from fossil to green carbon production, reducing emissions and contributing to a cleaner, greener industry landscape.
Odd Strømsnes, CEO of Bergen Carbon Solutions
The key ingredients of clean carbon are CO2 gas and electricity. The CO2 may be captured on site or delivered in containers or pipelines. We have through our CCU technology developed a specialised process of electrolysis, efficiently transforming CO2 molecules into solid carbon.
Our method of separating carbon from the electrolyte is a critical component of our technology. This groundbreaking filtration process reduces energy consumption and CO2 emissions. Reuse of electrolytes contributes to cost-effectiveness and keeps pollution at a minimum.
Bergen Carbon Solutions technology is easily integrated into the production line of carbon-intensive products, turning potential emissions into valuable carbon raw materials onsite. The manufacturer reduces its carbon footprint, gaining CO2 tax advantages, and stays in control of carbon supply.
On Monday 13 November 2023, the three EU institutions reached a political agreement on the EU Critical Raw Materials Act (CRMA). The CRMA establishes the EUs ambition to diversify its critical raw materials supply, while achieving higher capacity of extraction, processing and recycling in Europe. The adoption of the CRMA is dominating the discussions at the EU Raw Materials Week, attended by CEO Odd Strømsnes and CCO Fredrik Øksnes.
Notably, the co-legislators agreed to edit the original proposal from the European Commission to include synthetic graphite on its list of strategic raw materials. These are the critical raw materials linked to the highest geopolitical risks – notably raw materials where a few non-EU countries are dominating significant parts of the EU value chain. By 2030, the EU should not be dependent on one third country for more than 65 per cent of the supply of one single strategic raw material.
Today, the EU imports 99 per cent of its annual demand of natural graphite – primarily from China. With graphite representing one third of a battery's carbon footprint, we at Bergen Carbon Solutions are happy to have developed a technology for capturing Co2 (CCU) while producing high-quality carbon structures for the battery industry. Our vision is to contribute to the overall decarbonisation targets of Europe, while becoming an important supplier of synthetic graphite – helping to achieve the ambition of the Critical Raw Materials Act.
Jon André Løkke Chair of the board
Jon André Løkke was elected chair of the board in BCS in May 2022. Løkke was CEO of NEL ASA from January 2016 until June 2022. Before that, Løkke has held the position as CEO of Norsk Titanium AS, and also 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's degree in business and economics from Southampton University.
Finn Blydt-Svendsen Director
Finn Blydt-Svendsen is a co-founder of Bergen Carbon Solutions AS and currently serves as director. He played a pivotal role in establishing the company and has previously served as COO and interim CEO of the company. His educational background includes an bachelor's degree in chemical engineering from Western Norway University of Applied Sciences.
Wenche Teigland Director
Wenche Teigland currently serves as director of Bergen Carbon Solutions AS, a position she has held since January 2022. She is CEO in the company Fount AS. She also serves as chair for Aragon AS, deputy chair on the board of Statnett SF and is on the board at Enova.Her previous roles include chair of Vestavind Offshore AS, Production Manager at Gasnor AS, Process Lead at ABB Offshore Systems, and Process Engineer at Aker Engineering & Technology AS. Teigland holds a degree in mechanical engineering from South Dakota School of Mines & Technology, and a master in techonlogy management from NTNU & Standford University.
Rita Glenne Director
Rita Glenne currently serves as director of Bergen Carbon Solutions AS, a position she has held since January 2024. Glenne has diverse technology and management expertise from several business sectors. She previously worked at SINTEF, Norsk Hydro ASA, REC ASA and as Vice President of Technology within REC Solar AS. She currently runs her own consulting company as an advisor for technology start-ups and holds several board positions. She has extensive experience in developing technology into processes and products with a business aspect. Glenne has developed processes and production equipment for high volume manufacturing, has experience with hands-on trouble shooting and management in start-up production and extensive collaboration with suppliers and customers. Glenne has a Ph.D. from the Technical University of Trondheim (NTNU) in material science.
Terje Fatnes Director
Terje Fatnes currently serves as director of Bergen Carbon Solutions AS, a position he has held since January 2022. He works as asset manager in Awilhelmsen AS and holds various board positions, including SafeRock, Norsk Vannkraft and BioFish Holding. Prior to joining Awilhelmen, Fatnes worked 20 years in SEB Markets. His educational background includes a degree from the Norwegian School of Economics (NHH).
Dag Skansen Director
Dag Skansen serves as director of Bergen Carbon Solutions AS, a position he has held since May 2022. Before this he served as chair of the board. Skansen is a politician, investor, consultant and founder with a varied background from several positions in various industries. His educational background includes a degree from BI Norwegian Business School and the Norwegian Armed Forces.
Odd Strømsnes Chief executive officer
Odd Strømsnes is the chief executive officer (CEO) of Bergen Carbon Solutions AS, taking on the role in January 2023. His diverse background in addition to oil services also includes significant contributions to the renewable energy sector, having held key positions within the Offshore Wind and Solar space. He brings experience to the position, with a career that includes the role of chief executive officer at Havfram, , vice president for projects at REC Solar and various positions including vice president Global Well Interventions in TechnipFMC and managing director at Technip Norge for 7 years. His academic background includes an undergraduate degree from Heriot-Watt University in mechanical engineering.
Karina Brudeseth Chief financial officer
Karina Brudeseth serves as the chief financial officer (CFO) of Bergen Carbon Solutions AS, a role she has held since October 2021. Prior to her appointment as CFO, she was the head of accounting at BCS. Brudeseth has a diverse background in finance and management, having worked as a site manager and financial controller at Coor and various positions at Aker Solutions and Nera Networks. She holds a bachelor of economics from BI Norwegian Business School.
Fredrik Øksnes Chief commercial officer
Fredrik Øksnes is chief commercial officer (CCO) at Bergen Carbon Solutions AS, a position he has held since 2021. In this role, he is responsible for the commercial strategies and activities within the company. Øksnes holds a bachelor of business administration from BI Norwegian Business School and a master's degree from Norges Handelshøyskole (NHH).
Hammad Majeed Chief innovations & research officer
Hammad Majeed currently holds the position of chief innovations & research officer (CIRO) at Bergen Carbon Solutions AS, a role he has been in since 2021. In this capacity, he leads the company's initiatives in innovation and research, focusing on developing new technologies and strategies in the field of CCU. Prior to his appointment as CIRO, he was department manager at BCS. Majeed has a diverse background in engineering, having worked as senior process engineer in Aibel and process engineer in Aker Solutions. Dr. Majeed is an accomplished academic, having received his doctorate in chemical process engineering from the Norwegian University of Science & Technology (NTNU). His extensive knowledge and expertise play a crucial role in the company's pursuit of pioneering technologies for CCU.
Håvard Husby Chief technology officer
Håvard Husby is the chief technology officer (CTO) at Bergen Carbon Solutions AS, having held this position since 2021. In his role as CTO, he is instrumental in driving the technological advancements and strategies of the company. Prior to his appointment as CTO, he was project leader at Apply. Husby has with various positions at Elkem, IFE and Gassco. Husby brings a strong academic background to his position, having earned a master of technology (M.Tech.) in Industrial chemistry and biotechnology - materials for energy technology at Norwegian University of Science and Technology (NTNU).
At Bergen Carbon Solutions we have an instinct for innovation, fueled by our values entrepreneurship, responsibility, and knowledge. This culture is the solid foundation upon which we address sustainability.
The term "sustainability" is inherently broad and generic, encompassing a wide range of principles and practices that can vary significantly among different businesses, as it can be interpreted and applied in diverse ways depending on the industry and individual corporate objectives. This is emphasised by the fact that the UN has defined 17 sustainability goals (SDG) with a wide range of focus areas.
At Bergen Carbon Solutions, we find it helpful to address our efforts for sustainability within the framework of ESG – environmental, social and governance. Sustainability is a broader concept that encompasses ESG factors but extends beyond them. ESG is more commonly used for assessing and reporting on sustainability practices.
Environmental (E): Our vision is to lead the shift from fossil to green carbon production. Our CCU technology and production processes reduce the CO₂ in the atmosphere along two dimensions; not only do we consume and capture CO₂ reducing greenhouse gas emissions, but we also utilise this CO₂ to produce a versatile carbon raw material needed for the battery industry with a significantly reduced CO₂ footprint, contributing to circular carbon economy. We constantly strive for energy efficiency and reducing waste.
Social (S): this dimension of ESG is particularly addressed in our due diligence process for Responsible Business Conduct (RBC, see below "Transparency Act"). In addition, we are striving to become an employer of choice.
Governance (G): in addition to addressing this dimension in the RBC due diligence process, including ethical business practices, we also work hard to ensure inclusiveness, diversity, and fairness at all levels of our organisation. Also, the fact that we are showcasing our "ESG profile" on Euronext Growth is an example of our efforts to improve transparency in the financial markets and thus raise the awareness of the importance of addressing ESG in business (see below).
Odd Strømsnes, CEO, 2024
Based on the above description of our ESG efforts, Bergen Carbon Solutions has a particular focus on the following UN development goals:
8 decent work and economic growth)
12 (responsible production and consumption)
13 (climate action).
The Norwegian Transparency Act (TA) entered into force on 1 July 2022. With this Act, Norway is one of the first countries in Europe moving from soft law to hard law in making responsible business a legal requirement for businesses.
The purpose of the TA is to drive Responsible Business Conduct (RBC), i.e. companies respect for human rights and decent working conditions connected to the production of goods and the provision of services. The Act provides the public access to information regarding how companies undertake the risk assessment of their operations, as well as how the companies address adverse impacts on fundamental human rights and decent working conditions.
Bergen Carbon Solutions does not yet meet the criteria that require us to comply with the Act.
However, since sustainability is not just a tagline for us, it is the essence of our work, we have already initiated the implementation of the iterative due diligence process for RBC in line with the five-step OECD Guidelines for Multinational Enterprises (see figure below).
The recommended OECD due diligence process addresses actual adverse impacts and identifies potential adverse impacts (risks) related to workers, human rights, environment, bribery, corruption, and other RBC issues.
Bergen Carbon Solutions have therefore started to undertake this due diligence process with a particular focus on our supply chain.
The process ("Aktsomhetsvurdering") consists of six main steps (see figure below): To embed RBC into the enterprise's policies and management systems; to undertake due diligence by
Bergen Carbon Solutions will continue to integrate the due diligence process to become part of the standard operating procedures of the company, thus taking significant steps towards full compliance with the Transparency Act during 2024.
For more information on how BCS works with the Transparency Act (Åpenhetsloven) please send us an e-mail at [email protected]
"My ESG Profile" was launched by Euronext Growth in autumn 2023 as a way for listed companies to showcase their efforts connected to Environmental, Social and Governance (ESG).
In this way, the market and investors can access relevant ESG data, thus "My ESG Profile" is providing improved transparency in financial markets.
Euronext provides a basic set of ESG performance indicators, and then issuers have the option to upload additional information to their profiles.
Although issuers may choose not to display an ESG profile, we at Bergen Carbon Solutions have opted to showcase data available from our annual report (2022). We will continue to develop and extend our ESG profile through 2024 and beyond, to communicate our ESG achievements, goals and ratings, etc. in order to underline the fact that sustainability is the essence of our work.
For more information, click or scan the QR code to access Euronext exchange live quote.
Bergen Carbon Solutions AS (BCS), located in Bergen, Norway, has developed and industrialised technologies converting CO₂ into nano and macro carbon products such as Carbon Nano Tubes (CNT), and graphite. The company has the ambition to pioneer a new material-technology industry, creating valuable carbon products for the battery industry, that is both ground-breaking and environmentally friendly.
Throughout 2023, the company has consistently pursued its key strategic initiatives, focusing on enhancing the carbon product quality, cost reduction initiatives, and technology qualifications. A significant part of the strategy has been to deepen market understanding to forge new industrial partnerships, with a special emphasis on incorporating Carbon Nano Tubes (CNT) as
a conductive additive in various battery designs, a priority that remains steadfast.
An extension of the MOU with TKG Huchems was announced in the third quarter. The subsequent quarter had an increased CNT product testing activity aimed at addressing the demands of Huchems and others in the broader global market. Currently, these CNTs are under evaluation in different battery applications for a variety of different potential clients in both Asia and Europe, with feedback anticipated during first half of 2024.
The purpose of the Huchems MOU in particular is to produce noble CNTs using BCS technology for Asian battery cell producers. The parties will explore the opportunity of establishing a CNT production facility in Korea with an annual capacity of 10 000 tons.
BCS' CCU value proposition aimed at contributing to a circular carbon value chain, continues to draw market interest, differentiating BCS in a CCUS field dominated mainly by the CCS players. Consumption and transformation of CO2 from flue gas into valuable carbon products for the battery represents a unique investment opportunity.
CNT plays an important role in enhancing the quality of a battery in terms of increasing the electrical conductivity improving the charging time of the battery, increasing the lifetime and durability between each cycling. More than 70 per cent of all batteries contain CNT today, a number expected to increase for next generation battery chemistries as the importance of CNT will increase.
The CO2 consuming BCS carbon production process represents a significant reduction in emissions of CO2 compared with the traditional fossil-based CNT production processes. This accumulated CO2 savings will be substantial if applied to a larger part of the global CNT production.
In November 2023, synthetic and natural graphite was recognised as a strategic raw material in the EU, in line with the Critical Raw Materials Act (CRMA). This reflects the EU's commitment to diversify its raw material supply. Today, EU imports over 90 per cent of its annual demand of natural graphite, primarily from China. With graphite representing one third of a
– Consumption and transformation of CO2 from flue gas into valuable carbon products for the battery represents a unique investment opportunity.
battery's carbon footprint, BCSs technology can play a significant role helping to achieve the ambitions of the CRMA as a European supplier of synthetic graphite as well as contribute to the overall decarbonisation targets of Europe.
The battery certification passport announced by EU in July 2023, intended to prevent and reduce the adverse impact of batteries on the environment and ensure a safe and sustainable value chain for all batteries, has increased the European interest for BCS. The 'passport' is set to be implemented in 2027. From a geopolitical perspective, the company's carbon production would meet EU's objectives by producing strategic battery raw material locally.
To streamline the corporate structure and enhance focus, BCS dissolved three subsidiaries in 2023; BCS Productions, BCS
Properties and BCS Opportunities. No activities were recorded in these entities in 2023. BCS is also in the process of winding down activities in Carbon Development Solutions, and this will be completed in 2024.
The board emphasises that the forward-looking statements in this report are based on various assumptions and forecasts that, by their nature, involve risk and uncertainty.
The financial statements for 2023 shows a net loss of NOK 65.1 million, compared to NOK 54.1 million in 2022.
The financial result is according to plan and a direct result of the continued growth and scale-up of the business.
For the year 2023, the company had interest income of NOK 10.5 million.
In the fourth quarter, BCS received NOK 1.8 million as first part of funding from Innovation Norway on the joint research project with a Chinese partner on Sodium Ion Batteries.
In the first quarter a final payment from Enova was received, NOK 2.1 million, related to testing of flue gas as direct input into the production unit.
Total investments in 2023 were NOK 5.2 million compared to NOK 9.0 million in 2022. Investments in 2023 were mainly technology equipment.
As part of the close down of subsidiaries there has been a write down of receivables, amounting to NOK 0.8 million.
After impairment testing of assets, NOK 0.5 million has been written down throughout the year.
Total assets amounted to NOK 274 million at 31 December 2023, compared to NOK 336 million at the same time last year.
Total equity was NOK 246.9 million at 31 December 2023 vs. NOK 308.5 million per end of 2022.
Equity ratio of 90 per cent compared to 92 per cent in 2022.
The group's net loss for 2023 was NOK 64.9 million compared to loss of NOK 54 million in 2022.
Cash and cash equivalents at the end of the 2023 was NOK 233 million, compared to NOK 293 million at the same time last year.
2023 shows a negative net cash flow amounting to NOK 59.9 million, vs. a positive net cash flow of NOK 185.7 million in the same period last year, when the company received NOK 250 million through issue of new shares.
BCS is steadfast in its commitment to enhancing product quality, driving cost reduction efforts, and advancing technology qualifications. To expedite the verification process of battery materials, the company is set to invest in a battery laboratory.
The introduction of a new filtration and separation pilot line in July 2023 marked a significant stride in our quest to substantially lower production costs. This separation pilot line not only purifies the produced material but also elevates the recycling rate of the electrolyte to over 90 per cent, as well as reducing BCS' CO2 footprint further.
In the first half of 2023, the company secured an approval from Innovation Norway for funding of NOK 6 million for a joint research project with a Chinese partner on Sodium Ion Batteries. The project is progressing well. Additionally, further funding from SkatteFunn has been approved for the same project.
With an emphasis on refining our technology in 2024, BCS anticipates minimal revenue in 2024.
The company requires additional capital financing to finance potential future factories and growth in the long term. The company's ability to finance working capital and capital expenditures will depend on future operating profit, as well as the ability to generate sufficient cash and to achieve new market funding. This depends to some extent on general economic, financial, competition, market, legislative, regulatory and other factors, many of which are beyond the company's control. BCS has enough liquidity to carry out the first plans that have been put forward. BCS will consider all financing options for future plans, including revenues, loans, government grants and equity.
The board of directors recognises the company's work environment as positive. An annual survey assessing this environment has been implemented, revealing enhancements compared to last year. Efforts throughout the year have concentrated on addressing feedback from this survey.
The company has a high focus on QHSE and has no incident leading to medical treatment or absence from work.
In 2023, the company recorded a total sick leave rate of 6.6 per cent. Mainly due to a few long-term absence cases, not work-related. To promote health, BCS has implemented several measures, including treatment insurance, close collaboration with the company's health service and initiatives encouraging physical activity.
Bergen Carbon Solutions AS aims to be a workplace where full equality prevails between genders. The company has incorporated a personnel policy that is considered gender neutral in all areas. By end of 2023 the company had 34 employees, seven
females and 27 males. The company's board of directors consists of six people, four males and two females.
In addition to BCS's production method being CO2 negative, BCS otherwise have a strong focus on the environment and does its best to have as energy efficient production as possible. The most important resources used are energy, water, and CO2. Paper, cardboard, plastic, metal, wood and (small) quantities of hazardous waste are delivered to recycling stations. BCS does not have emissions to water, emission to air consists of small amounts of CO2 from the product purification process. BCS aim to have zero emissions at all levels at the test factory in Flesland, and the future large-scale production. The company's climate strategy is intricately woven into the business model, demonstrating BCS' commitment to environmental responsibility.
The new separation line recovering the electrolyte will further reduce the company's CO2 footprint.
The company has conducted due diligence assessments on both supply chain and business partners.
The account of the Act will be published on the company's webpage www.bergencarbonsolutions.com
BCS has taken board of directors liability insurance which also cover CEO liability.
Loss of NOK 65.1 million for 2023 is proposed transferred from the share premium.
The board believes that the accounts provide a true and fair view of the development and results of the company's operations and position.
The board of directors has reviewed the company and group's ongoing operations, position, and performance development. The board of directors believes that there is basis for continued operations and the financial statements for 2023 have been created accordingly.
In 2023, BCS prioritised advancements in technology and process optimisation, along with gaining deeper market insights. This focus is set to persist into 2024, with an added emphasis on enhancing product quality.
There will be further investments in equipment to increase the acceleration of product qualification and process optimalisation.
Implementation of post electrolysis characterisation equipment has been approved by the board of directors, which is expected to be fully operational by summer 2024.
BCS is committed to strengthen the technical expertise through targeted recruitment and development initiatives, supporting our core technology activities.
The new filtration and separation pilot line announced in July 2023, will continue to be an important project going forward in significantly reducing production cost.
With Asia being the leading market for CNT and graphite, BCS market engagement efforts in 2024 will continue to be intensely focused on this region. Nevertheless, the European Union's recognition of synthetic graphite as a strategic raw material, coupled with the introduction of the battery passport in July 2023, uniquely positions BCS's value proposition. BCS will increase the market activities in Europe, leveraging the status as a provider of green graphite to meet the continent's growing demand.
BCS' carbon products do have an interest across the entire battery value chain as the company can offer raw materials essential for companies with many interests in this field.
This means our market interface intersects on different levels in the vertical supply chain, from the raw material suppliers to the car manufactures.
As the battery is critical for the EV performance, many EV suppliers wants to control the entire battery supply chain.
BCS is a CCU based raw material company based on a negative emission technology, competing with fossil-based CO2 emitting products for nanocarbon and graphite. However, many of these companies are looking for blending in a green precursor material to reduce their own CO2 footprint, meaning that the fossil-based competitors can also be a client.
The suppliers of the entire battery chemistry, blending in BCS' product with the electrode chemistry itself, like Huchems, is also an important client base for the company and in many cases the most likely entering point.
However, enhancement of the battery performance is the ultimate verification of BCS' product, and of key importance to the battery manufacturer. Therefore, they often serve as our main point of contact. The company's CCU offering, enabling nano carbon production close to or as an integrated part of, the battery fabrication infrastructure, will offer additional cost and quality competitiveness.
We confirm, to the best of our knowledge, that the financial statements for the period 1 January to 31 December 2023 have been prepared in accordance with current applicable accounting standards, and give a true and fair view of the assets, liabilities, financial position and profit or loss of the entity. We also
confirm that the board of directors' report includes a true and fair review of the development and performance of the business and the position of the entity and the group, together with a description of the principal risks and uncertainties facing the entity and the group.
Bergen 19 March2024 Board of directors - Bergen Carbon Solutions AS
Jon André Løkke Wenche Teigland Rita Glenne
Chair Director Director
Director Director Director
Dag Vikar Skansen Terje Christian Fatnes Finn Blydt-Svendsen
Odd Strømsnes CEO
| Group | Parent company | ||||
|---|---|---|---|---|---|
| Amounts in NOK thousand | Note | 2023 | 2022 | 2023 | 2022 |
| Revenue | 1, 2 | - | 811 | - | 811 |
| Other operating income | 1, 2 | 296 | 675 | 31 | - |
| Total operating income | 296 | 1 486 | 31 | 811 | |
| Raw materials and consumables used | 3 687 | 3 938 | 3 687 | 3 938 | |
| Own work capitilised | 3, 4 | - | (1 291) | - | (1 291) |
| Personnel expenses | 5, 6, 7 | 35 946 | 32 887 | 35 278 | 32 680 |
| Depreciation tangible and intangible assets | 3, 4, 8 | 6 369 | 3 734 | 6 248 | 3 696 |
| Impairment loss | 3, 4 | 526 | 627 | 526 | 627 |
| Other operating expenses | 9 | 28 397 | 17 546 | 28 183 | 17 280 |
| Operating profit/(loss) | (74 629) | (55 955) | (73 891) | (56 119) | |
| Other financial income | 10 | 10 689 | 3 009 | 10 689 | 3 009 |
| Other financial expenses | 10 | 974 | 1 032 | 1 922 | 1 029 |
| Profit/(loss) before tax | (64 914) | (53 978) | (65 124) | (54 139) | |
| Income tax expense | 11 | - | 23 | - | - |
| Net Profit/(loss) for the period | 12 | (64 914) | (54 001) | (65 124) | (54 139) |
| Attributable to: | |||||
| Shareholders of the parent company Non-controlling interests |
(64 591) (323) |
(54 028) 27 |
|||
| Basic earnings per share (NOK) Diluted earnings per share (NOK) |
13 13 |
(1.54) (1.54) |
(1.31) (1.31) |
| Group | Parent company | ||||
|---|---|---|---|---|---|
| Amounts in NOK thousand | Note | 2023 | 2022 | 2023 | 2022 |
| Net Profit/(loss) for the period Other comprehensive income |
12 | (64 914) - |
(54 001) - |
(65 124) - |
(54 139) - |
| Total comprehensive income | (64 914) | (54 001) | (65 124) | (54 139) |
| Group | Parent company | ||||
|---|---|---|---|---|---|
| Amounts in NOK thousand | Note | 2023 | 2022 | 2023 | 2022 |
| Development | 3 | - | - | - | - |
| Licenses and patents | 3 | 1 412 | 75 | 1 412 | 75 |
| Total intangible assets | 1 412 | 75 | 1 412 | 75 | |
| Right of use asset | 8 | 15 434 | 18 486 | 15 434 | 18 260 |
| Plant and machinery | 4 | 18 643 | 20 972 | 18 643 | 20 972 |
| Equipment and other movables Total tangible assets |
4 | 613 34 690 |
651 40 109 |
613 34 690 |
651 39 883 |
| Investments in subsidiaries | 14 | - | - | - | 110 |
| Total non current assets | 36 102 | 40 184 | 36 102 | 40 068 | |
| Inventory | 15 | 2 285 | 973 | 2 285 | 973 |
| Trade receivables | - | 511 | - | 11 | |
| Other current receivables | 16, 17 | 3 045 | 2 013 | 3 027 | 2 044 |
| Cash and cash equivalents | 18 | 233 044 | 292 989 | 232 593 | 292 849 |
| Total current assets | 238 374 | 296 486 | 237 905 | 295 877 | |
| Total assets | 274 476 | 336 670 | 274 007 | 335 945 | |
| Equity and liabilities | |||||
| Share capital | 12 | 126 | 126 | 126 | 126 |
| Share premium | 12 | 246 809 | 308 456 | 246 809 | 308 456 |
| Other equity | 12 | 483 | 78 | - | - |
| Non-controlling interests | 12 | (124) | 70 | - | - |
| Total equity | 12 | 247 294 | 308 730 | 246 935 | 308 582 |
| Lease liability | 8 | 13 694 | 16 633 | 13 694 | 16 556 |
| Total non-current liabilities | 13 694 | 16 633 | 13 694 | 16 556 | |
| Accounts payable | 3 139 | 2 933 | 3 129 | 2 890 | |
| Tax payables | 11 | - | 23 | - | - |
| Public duties payable | 2 512 | 1 952 | 2 488 | 1 923 | |
| Other current liabilities | 20 | 5 036 | 3 735 | 4 960 | 3 480 |
| Lease liability short term | 8 | 2 801 | 2 664 | 2 801 | 2 514 |
| Total current liabilities | 13 488 | 11 307 | 13 378 | 10 807 | |
| Total liabilities | 27 182 | 27 940 | 27 072 | 27 363 | |
| Total equity and liabilities | 274 476 | 336 670 | 274 007 | 335 945 |
| Amounts in NOK thousand Note 2023 2022 2023 2022 Cash flow from operating activities Profit (loss) for the period (64 914) (54 001) (65 124) (54 139) Adjustments for: Depreciation, amortisation and impairment 3 4 361 4 323 6 895 6 774 Impairment of financial assets 21 - - 951 - Loss/gain on the sale of fixed asets 3, 4 26 - 26 - Net interest income and interest expenses 10 (9 715) (1 977) (9 718) (1 980) Share based payment expenses 7 3 477 1 933 3 477 1 933 Changes in working capital: Change in inventory (601) (601) (1 312) (1 312) Change in trade receivables 511 (459) 11 41 Change in trade payables 206 511 239 468 Change in other accrual items 859 3 030 1 096 2 683 Cash generated from operating activities (63 967) (47 203) (63 580) (47 272) Interest recieved 10 568 2 946 9 615 2 946 Income taxes paid 11 (23) - - - Net cash flow from operating activities (53 422) (44 257) (53 965) (44 326) Cash flow from investing activities Sale of fixed assets 200 - 200 - Capital expenditures tangible assets 4 (3 717) (4 995) (3 717) (4 995) Capital expenditures intangible assets 3 (1 523) - (1 523) - Capital expenditures manufactured intangible assets 3, 4 (3 971) - (3 971) Proceeds from investment grants 4 1 1 2 172 2 172 Capital contribution and/or incorporation of subsidiar ies - - - (20) Net cash used in investing activities (2 868) (8 965) (2 868) (8 985) Cash flow from financing activities Capital increase 12 242 159 242 159 - - |
|---|
| Repayment of lease liabillities (2 802) (2 275) (2 575) (2 237) |
| Payment of lease interest (853) (968) (848) (967) |
| Net cash flow from financing activitites (3 655) 238 916 (3 423) 238 955 |
| Net change in cash and cash equivalents (59 945) 185 694 (60 256) 185 644 |
| Cash and cash equivalents at the beginning of the period 292 989 107 295 292 849 107 205 |
| Cash and cash equivalents at the end of the period 233 044 292 989 232 593 292 849 |
Headquartered in Bergen, Norway, Bergen Carbon Solutions (BCS) is a leading player in the field of carbon utilisation. Since our establishment in 2016 and subsequent IPO in 2021, we have been dedicated to pioneering sustainable solutions that make a real-world impact.
The annual financial statements for 2023 is prepared in accordance with the rules in the Norwegian Accounting Act § 3-9 and Simplified IFRS adopted by the Norwegian Ministry of Finance on 7 February 2022. This mainly means that measurement and recognition follow international accounting standards as adobted by the EU (IFRS) and presentation and note information are in accordance with the Norwegian Accounting Act and generally accepted accounting practices principles in Norway.
The consolidated financial statements include Bergen Carbon Solutions AS (BCS) and its subsidiaries, which are entities in which BCS has control. Control is normally achieved through ownership, directly or indirectly, of more than 50 er cent of the voting power. Subsidiaries are included in the consolidated financial statements from the date control commences until the date control ceases.
Investments in subsidiaries is accounted for using the cost method in the separate financial statement for the parent company (company accounts).
Revenue from the sale of products is recognised on the date of delivery. Rendering of services related to development and testing of products are recognised as revenue as they are delivered.
Assets are classified as current when it is expected to be realised or sold, or to be used in the group's normal operating cycle or falls due or is expected to be realised within 12 months after the end of the reporting date. Assets that do not fall under this definition is classified as noncurrent. Liabilities are classified as current when they are expected to be settled in the normal operating cycle of the group or are expected to be settled within 12 months after the reporting date, or if the group does not have an unconditional right to postpone settlement for at least 12 months after the reporting date. Liabilities that do not fall under this definition are classified as non-current.
Property, plant and equipment are capitalised and depreciated over the asset's expected economic life. Direct maintenance of fixed assets is expensed on an ongoing basis under operating costs, while costs or improvements are added to the fixed asset's cost price and depreciated in line with the fixed asset. If the recoverable amount of the fixed asset is lower than the book value, a write-down is made to the recoverable amount. Recoverable amount is the higher of net sales value and value in use. Value in use is the present value of the future cash flows that the asset will generate.
Inventories are measured at the lowest of acquisition cost and net realisation value. Net realisation value is the estimated sales price on ordinary operation, less sales costs. Acquisition cost is allocated using the FIFO method and includes expenses incurred on the acquisition of the items and costs to bring the items to their current state and location.
Direct development costs are capitalised to the extent that a future economic benefit related to the development of an identifiable intangible asset can be identified and the cost can be measured reliably. Otherwise, such costs are expensed on an ongoing basis. Capitalised development is depreciated on a straight-line basis over its economic life. Own development of intangible assets is presented on a separate line in the income statement. Received grants associated with the project is booked as a reduction of costs that is capitalised.
Government grants are recognised when there is reasonable assurance that the grant will be received and when the company is compliant with all conditions attached. When the grant relates to an expense item, it is recognised as reduction of cost over the period that the costs it is intended to compensate are expensed. When the grant relates to an asset, it is deducted from the carrying amount of the asset - the grant is then recognised in profit or loss over the useful life of a depreciable asset by way of a reduced depreciation charge.
Grants that can not be identified to any related expense or investments is recognised as other operating income.
Tax expense consists of tax payable and change in deferred tax. Deferred tax / tax benefit is calculated on all differences between the accounting and tax value of assets and liabilities. Deferred tax is calculated at 22 per cent on the basis of the temporary differences that exist between accounting and tax values, as well as tax losses carried forward at the end of the financial
year. Deferred tax asset is recognised for all deductible temporary differences and tax losses carried forward to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilised.
The company has a defined contribution plan and is a member of the AFP scheme. AFP is also treated as a defined contribution pension as a result of reliable measurement is not considered possible. The pension obligation is therefore not capitalised, see also separate note.
The company's functional currency is Norwegian kroner (NOK). Transactions in foreign currencies are recognised at the exchange rate at the time of the transaction. Monetary items in foreign currency are measured again at the reporting date at the current exchange rate. Changes are recognised in the income statement as financial items.
The company's cash flow statement is presented according to the indirect method. Cash and cash equivalents include bank deposits.
In the preparation of the annual financial statements, the management has applied estimates and assumptions that have affected assets, liabilities, income and costs. Estimates and assumptions are based on historical experience and other factors that management considers reliable, but which by their very nature are associated with uncertainty and unpredictability. These assumptions may prove incomplete or incorrect, and unexpected events or circumstances may arise. The estimates and assumptions deemed most significant to the preparation of the consolidated financial statements are addressed below:
Estimate may change as a consequence of future events. Changes in accounting estimates are recognised in the period in which the changes occur. If the changes also apply to future periods, the effect will be distributed on the current and future periods. Reference is made to the separate note for further details of estimates and assumptions included in this year's consolidated financial statements.
Management reviews long-lived assets for impairment quarterly, or more frequently, whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The recoverable amount is the higher of an asset's fair value less costs of disposal and value in use. If an impairment test is required, the estimated future discounted cash flows associated with the assets or cash generating units are compared to the asset's or cash generating units' carrying value to determine if an impairment is necessary. The effect of any impairment would be to expense the difference between the recoverable amount of such asset and it's carrying value. Non-financial assets that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.
The company has adopted the going concern basis in preparing its financial statements.
Leasing agreements with a duration exceeding 12 months are capitalised. The group assesses whether a legally enforceable contract is or contains a lease at the inception date of the contract.
The group recognises a right-of-use ("ROU") asset and a lease liability at the lease commencement date. The lease liability is calculated based on the present value of the contractual minimum lease payments using the implicit interest rate of the lease. The group uses the incremental borrowing rate in the case the implicit rate cannot be readily determined from the lease contract. The contractual minimum lease payments consist of fixed or variable payments, including those resulting from options in which management is reasonably certain it will exercise during the lease term. The lease liability is subsequently measured at amortised cost under the effective interest rate during the lease term and may also be adjusted to management's reassessment of future lease payments based on options exercised, renegotiations, or changes of an index rate.
The ROU asset is calculated based on the lease liability, plus initial direct costs towards the lease, and less any incentives granted by the lessor. The ROU asset is subsequently amortised under the straight-line method under the shorter of the lease term or the useful life of the underlying asset and is included as part of depreciation and amortisation in the accompanying statements of other comprehensive income.
Leases that fall under the IFRS 16 short-term and/or low value exception are recognised on a straight-line method over the lease term.
Key employees receive share options as part of their compensation. The fair value at the grant date is recognised as equity-settled share-based payment (IFRS 2).
| Group | Parent company | |||
|---|---|---|---|---|
| Amounts in NOK thousand | 2023 | 2022 | 2023 | 2022 |
| Business area | ||||
| Revenue | - | 811 | - | 811 |
| Other income | 121 | - | 31 | - |
| Grants | 175 | 675 | - | - |
| Total | 296 | 1 486 | 31 | 811 |
| Geographical distribution | ||||
| Norway | 296 | 1 486 | 31 | 811 |
| Total | 296 | 1 486 | 31 | 811 |
The group is currently in a development phase.
Subsidiary, Carbon Development Solutions received NOK 0.175 million in grants in 2023.
NOK 0.175 million in R&D grant from Regional Research Fund (RFF).
Straight-line depreciation is applied over the useful life of licenses and patents based on the asset's historical cost and estimated residual value at disposal. Depreciation is charged to expense when the licenses and patents is ready for use or placed in service.
Write-down for the period consists of purchased patents.
| Amounts in NOK thousand patents assets Cost 1 January 2023 437 437 Additions external purchases 1 523 1 523 Cost 31 December 2023 1 960 1 960 Accumulated depreciation 1 January 2023 361 361 Write-down for the period 69 69 Depreciation for the period 117 117 Net book value 31 December 2023 1 412 1 412 |
Parent company | Licenses and | Total intangible |
|---|---|---|---|
Expected useful life 5 years
| Group Amounts in NOK thousand |
Licenses and patents |
Total intangible assets |
|---|---|---|
| Cost 1 January 2023 Additions external purchases |
437 1523 |
437 1 523 |
| Cost 31 December 2023 | 1 960 | 1 960 |
| Accumulated depreciation 1 January 2023 | 361 | 361 |
| Write-down for the period | 69 | 69 |
| Depreciation for the period | 117 | 117 |
| Net book value 31 December 2023 | 1 412 | 1 412 |
Expected useful life 5 years
Straight-line depreciation is applied over the useful life of property, plant, and equipment based on the asset's historical cost and estimated residual value at disposal. Depreciation is charged to expense when the property, plant or equipment is ready for use or placed in service. As such, assets under construction are not depreciated.
Assets under construction as of 31 December 2023 relates to the Høyanger facility. The assets is relevant work independently of location of facility.
Write-down for the period consists of purchased assets no longer utilised in the production and/or office.
Rigth of use asset is described in further details in Note 8.
| Parent company | Right of use | Under | Plant and | Equipment and other |
|
|---|---|---|---|---|---|
| Amounts in NOK thousand | asset | construction1) | machinery1) | movables | Total |
| Cost 1 January 2023 | 22 056 | 3 770 | 19 235 | 1 431 | 46 492 |
| Additions external purchases | 111 | 3 342 | 264 | 3 717 | |
| Departure | (173) | (173) | |||
| Grants 2) | (2 172) | (2 172) | |||
| Cost 31 December 2023 | 22 056 | 3 881 | 20 232 | 1 695 | 47 864 |
| Accumulated depreciation 1 January 2023 | 3 797 | 2 033 | 780 | 6 610 | |
| Write-down for the period | 400 | 57 | 457 | ||
| Adjustments | (23) | (23) | |||
| Depreciation for the period | 2 848 | 3 037 | 245 | 6 130 | |
| Net book value 31 December 2023 | 15 434 | 3 881 | 14 762 | 613 | 34 690 |
| Expected useful life | 8 years | 5-10 years | 3-10 years |
| Group | Equipment | ||||
|---|---|---|---|---|---|
| Amounts in NOK thousand | Right of use asset |
Under construction1) |
Plant and machinery1) |
and other movables |
Total |
| Cost 1 January 2023 | 22 321 | 3 770 | 19 235 | 1 431 | 46 757 |
| Additions external purchases | 111 | 3 342 | 264 | 3 717 | |
| Departure | (173) | (173) | |||
| Grants 2) | (2 172) | (2 172) | |||
| Cost 31 December 2023 | 22 321 | 3 881 | 20 232 | 1 695 | 48 129 |
| Accumulated depreciation 1 January 2023 | 3 835 | 2 033 | 780 | 6 648 | |
| Write-down for the period | 400 | 57 | 457 | ||
| Adjustments | 23 | 23 | |||
| Depreciation for the period | 3 029 | 3 037 | 245 | 6 311 | |
| Net book value 31 December 2023 | 15 434 | 3 881 | 14 762 | 613 | 34 690 |
| Expected useful life | 8 years | 5-10 years | 3-10 years |
1) "Under Construction" and "Plant and Machinery" is classified as "Plant and Machinery" in the balance sheet, total NOK 18 643 million. 2) Grants is described in futher details in Note 17.
| Group | Parent company | |||
|---|---|---|---|---|
| Amounts in NOK thousand | 2023 | 2022 | 2023 | 2022 |
| Salaries | 27 256 | 25 421 | 26 630 | 25 225 |
| Social security cost | 4 026 | 3 759 | 3 994 | 3 749 |
| Pension costs | 1 826 | 1 406 | 1 818 | 1 406 |
| Other benefits | 599 | 830 | 597 | 829 |
| Share based renumeration (salary) | 3 477 | 1 934 | 3 477 | 1 934 |
| Share based renumeration (social security cost) | 20 | - | 20 | - |
| Cost reduction due to Grants | (1 258) | (463) | (1 258) | (463) |
| Total | 35 946 | 32 887 | 35 278 | 32 680 |
The company employed an average of 30 employees in 2023.
| Amounts in NOK thousand | CEO1) | Board remuneration |
|---|---|---|
| Salary | 2 175 | 1 178 |
| Other benefits | 7 | |
| Pension costs | 107 | |
| Total | 2 289 | 1 178 |
1) Odd Strømsnes started as CEO 16 January 2023 following interim-CEO Finn Blydt-Svendsen.
Total remuneration of NOK 52 000 to Finn Blydt-Svendsen related to the financial year 2023 is included in "Salary".
No loans / collateral have been granted to the chairman of the board or related parties in 2023.
Chair Jon Andre Løkke, Director Dag Skansen and Director Finn Blydt-Svensen all have an employment agreement on consultative assignment.
CEO has a bonus scheme based on established KPI from the board of directors, where maximum yearly bonus is NOK 1million. Bonus to Odd Strømsnes related to the financial year 2023 will be decided and paid out in 2024, hence the bonus is not included in "Salary". If the company requires that the CEO
The company is liable to maintain an occupational pension scheme under the Mandatory Occupational Pensions Act. The company's pension schemes satisfy the requirements of this Act.
In addition to the defined contribution scheme, the company is part of the AFP scheme (Contractual pension) which gives employees the right to benefits if they retire after the age of 62.
The pension obligation has not been capitalised in the accounts as of 31 December 2023. The AFP scheme, which came into
resigns, he will be entitled to a severance package equivalent to nine months' cash benefits.
Please see Note 7 for a description of the Share based Option Program for managment and key employees. Options held by CEO and members of the Board are listed in Note 19 (Shareholders).
force on 1 January 2011 is considered to be a defined benefit multi-company scheme that is to be recognised as a defined benefit plan when reliable measurement is available. If it is not possible to make a reliable measurement, the scheme is recognised as a defined contribution pension. The Ministry of Finance has concluded that the current AFP scheme should not be capitalised. This also applies after the transition in principle from NGAAP to simplified IFRS in 2022.
As of 31 December 2023 there was 34 employees covered in the company's pension scheme.
Bergen Carbon Solutions AS has granted share options to selected employees in April 2023. Both CEO and Chair were granted share options in January 2023. The options give the holder the right to acquire shares from the company at an exercise price defined in the individual option agreements. As of 31 December 2023, 26 employees held share options.
Options are granted under the plan for no consideration and carry no dividend or voting rights before exercise of the options.
The value of the options is determined at the grant dates. The expected number of options exercised is estimated using an expected turnover on a yearly basis. The estimated cost is expensed over the vesting period. NOK 3.5 million have been expensed in 2023.
| Number of instruments |
Weighted average strike price |
|
|---|---|---|
| Outstanding OB (01.01.2023) | 654 000 | 31.10 |
| Granted in 2023 | 1 700 000 | 10.79 |
| Exercised | - | - |
| Released | - | - |
| Adjusted | - | - |
| Performance Adjusted | - | - |
| Cancelled | - | - |
| Terminated in 2023 | (240 000) | 20.98 |
| Expired | - | - |
| Vested CB | - | - |
The value of the options is determined at the grant dates by applying the Black-Scholes option pricing model. The Black-Scholes model considers the share price at the grant date, time
| Instruments granted | |
|---|---|
| 2023 | |
| Quantity 31 December2023 (instruments) | 1 700 000 |
| Quantity 31 December 2023 (shares) | 1 700 000 |
| Contractual life1) | 3.95 |
| Strike price1) | 10.52 |
| Share price1) | 8.57 |
| Expected lifetime1) | 3.95 |
| Volatility1) | 77.5% |
| Interest rate1) | 3.2% |
| Dividend1) | 0.0% |
| FV per instrument1) | 3.94 |
| Vesting conditions |
1) Weighted average parameters at grant of instrument
Personell expenses - share based remuneration
until execution, exercise price, risk free interest rate, volatility and dividends. In addition, the value is adjusted with respect to expected turnover, as share options which belongs to employees who resigns will be terminated.
Dividend yield:The company is assumed to not pay any dividends in the period until the exercise of the options.
Volatility: The volatility is estimated by annualising the monthly standard deviation for the stock, from IPO to the grant date of each individual option.
Risk free interest rate: The risk-free interest rate is set equal to the interest rate on government bonds at with corresponding duration at the grant date.
Date of exercise: All options are assumed to be exercised at the latest possible date, as this maximises the expected value.
Share price: Latest available share price at the grant date.
| Amounts in NOK thousand | 2023 | 2022 |
|---|---|---|
| Share based renumeration (salary) | 3 477 | 1 934 |
| Share based renumeration (social security tax) | 20 | - |
The company's assets under capitalised leases include buildings and other real estate. For the parent entity this consist of the lease at Fleslandsveien 70. For the group this consist of both Fleslandsveien 70 and the lease of office space in Mosjøen in the subsidiary Carbon Development Solutions AS.
Fleslandsveien 70 (Bergen Carbon Solutions AS): The rental period is ending in 2029 + option for 5 years.
The rental period was renegotiated in November and is ending in January 2024, so the asset and obligation related to this agreement are not included as capitalised lease-agreements as of 31 December 2023
If the lease agreements have an option for extension, it is taken into account when determining the lease period if it is assumed reasonably certain that this will be used. The option for extension is not recognised in the table below.
Assets and liabilities arising from a lease are initially measured on a present value basis. The lease payments are discounted
using the lessee's incremental borrowing rate, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security, and conditions.
To determine the incremental borrowing rate, the group uses a build-up approach that starts with a risk-free interest rate adjusted for estimated credit risk.
The group is exposed to potential future increases in variable lease payments based on an indexregulation, which are not included in the lease liability until they take effect. When adjustments to lease payments based on an index take effect, the lease liability is reassessed and adjusted against the right-ofuse asset. Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period in order to produce a constant periodic rate of interest on the remaining balance of the liability for each period.
| Amounts in NOK thousand | Property - lease group |
Property - lease parent company |
|---|---|---|
| Acqusition cost 1 January 2023 | 22 321 | 22 056 |
| Additions capitalised lease-agreements | ||
| Departure | (46) | 24 |
| Acquisition cost 31 December 2023 | 22 275 | 22 080 |
| Accumulated depreciations 1 January 2023 | 3 835 | 3 797 |
| Depreciations | 3 006 | 2 849 |
| Impairment losses | ||
| Accumulated depreciations 31 December 2023 | 6 841 | 6 646 |
| Booked value 31 December 2023 | 15 434 | 15 434 |
| Duration of the lease | 8 years | 8 years |
| Interest used | 5.0% | 5.0% |
| Lease obligations under capitalised leases: | ||
| Property - lease | Property - lease |
| Amounts in NOK thousand | group | parent company |
|---|---|---|
| Overview of remaining estimated lease payments for capitalised leases: |
||
| Within 1 year | 3 445 | 3 445 |
| 1 to 5 years | 13 778 | 13 778 |
| After 5 years | 1 435 | 1 435 |
| Remaining estimated rent payments | 18 658 | 18 658 |
| Lease obligation in the Balance sheet | ||
| Whereas: | ||
| - Short term debt | 2 801 | 2 801 |
| - Long term debt | 13 694 | 13 694 |
Total lease obligation 16 495 16 495
| Group | Parent company | ||||
|---|---|---|---|---|---|
| Amounts in NOK thousand (excl. VAT) | 2023 | 2022 | 2023 | 2022 | |
| Fees audit | 1 008 | 636 | 913 | 636 | |
| Technical assistance accounting and equation | - | - | - | - | |
| Attestation services | 95 | 77 | 67 | 70 | |
| Tax related services | 45 | 65 | 45 | 65 | |
| Other services | 7 | 216 | 7 | 216 | |
| Total auditor expense | 1 154 | 994 | 1 031 | 987 |
| Financial income | ||||
|---|---|---|---|---|
| Group | Parent company | |||
| Amounts in NOK thousand | 2023 | 2022 | 2023 | 2022 |
| Other interest income Currency gain |
10 507 182 |
2 932 77 |
10 507 182 |
2 932 77 |
| Total financial income | 10 689 | 3 009 | 10 689 | 3 009 |
| Group | Parent company | |||
|---|---|---|---|---|
| Amounts in NOK thousand | 2023 | 2022 | 2023 | 2022 |
| Other interest costs - leasinginterest | 853 | 969 | 848 | 966 |
| Other interest cost - other | 41 | 39 | 35 | 39 |
| Write-down of financial fixed assets | 951 | |||
| Currency losses | 88 | 24 | 88 | 24 |
| Total financial costs | 982 | 1 032 | 1 922 | 1 029 |
| Group | Parent company | |||
|---|---|---|---|---|
| Amounts in NOK thousand | 2023 | 2022 | 2023 | 2022 |
| Tax on profit/loss: | ||||
| Payable tax | - | 23 | - | - |
| Too much/little allocated previous years | - | - | - | - |
| Changes in deferred tax assets | - | - | - | - |
| Tax expense on ordinary profit/loss | - | 23 | - | - |
| This year's tax expense | Group | Parent company | ||
|---|---|---|---|---|
| Amounts in NOK thousand | 2023 | 2022 | 2023 | 2022 |
| Taxable income: | ||||
| Ordinary result before tax | (64 914) | (53 978) | (65 124) | (54 139) |
| Permanent differences | 4 099 | 1 640 | 4 095 | 1 637 |
| Changes in temporary differences | 238 | 1 016 | 238 | 1 016 |
| Taxable income | (60 577) | (51 322) | (60 791) | (51 486) |
| This year's tax expense | Group | Parent company | |||
|---|---|---|---|---|---|
| Amounts in NOK thousand | 2023 | 2022 | 2023 | 2022 | |
| Payable tax in the balance: Payable tax on this year's result |
- | 23 | - | - | |
| Total payable tax in the balance | - | 23 | - | - |
| SkatteFunn 1) | Group | Parent company | ||
|---|---|---|---|---|
| Amounts in NOK thousand | 2023 | 2022 | 2023 | 2022 |
| Tax receivable in the balance: | ||||
| SkatteFunn (Other current receivables) | 763 | 463 | 763 | 463 |
| Total tax receivable in the balance | 763 | 463 | 763 | 463 |
1) Note 17
| Parent company | ||||
|---|---|---|---|---|
| Amounts in NOK thousand | 2023 | 2022 | Change | |
| Tangible assets | (556) | (549) | 7 | |
| Other receivables | - | - | - | |
| Lease IFRS 16 (net) | (1 062) | (810) | 252 | |
| Profit and loss account | 21 | (21) | ||
| Total | (1 597) | (1 359) | 238 | |
| Accumulated loss to be brought forward | (171 894) | (103 262) | 68 632 | |
| Not included in the deferred tax calculation | 173 491 | 104 621 | (68 870) | |
| Basis for deferred tax assets | - | - | - | |
| Deferred tax assets (22%) | - | - |
Deffered tax asset is not included in the balance sheet due to uncertanty when taxable income is to be generated.
| Group | ||||
|---|---|---|---|---|
| Amounts in NOK thousand | 2023 | 2022 | Change | |
| Tangible assets | (556) | (549) | 7 | |
| Other receivables | - | - | - | |
| Lease IFRS 16 (net) | (1 062) | (810) | 252 | |
| Profit and loss account | 21 | (21) | ||
| Total | (1 597) | (1 359) | 238 | |
| Accumulated loss to be brought forward Not included in the deferred tax calculation |
(172 919) 174 516 |
(103 304) 104 663 |
69 615 (69 853) |
|
| Basis for deferred tax assets | - | - | - | |
| Deferred tax assets (22%) | - | - |
Deferred tax asset is not included in the balance sheet due to uncertanty when taxable income is to be generated.
| Parent company Amounts in NOK thousand |
Share capital |
Share premium |
Non registered capital increase |
Other equity |
Non controlling interests |
Total equity |
|---|---|---|---|---|---|---|
| Balance at 1 January 2022 | 112 | 118 520 | - | - | - | 118 632 |
| Share base programe - options | - | 1 933 | - | - | - | 1 933 |
| Profit/loss for the period | - | (54 139) | - | - | - | (54 139) |
| Capital increase 1) | 14 | 242 145 | - | - | - | 242 159 |
| Correction of tax payable previous years | - | (3) | (3) | |||
| Balance at 31 December 2022 | 126 | 308 456 | - | - | - | 308 582 |
| Balance at 1 January 2023 | 126 | 308 456 | - | - | - | 308 582 |
| Share based programme - Options | - | 3 477 | - | - | - | 3 477 |
| Profit/loss for the period | - | (65 124) | - | - | - | (65 124) |
| Balance at 31 December 2023 | 126 | 246 809 | - | - | - | 246 935 |
1) Expenses directly related to the share issue is booked directly against share premium.
| Group | Non registered |
Non | ||||
|---|---|---|---|---|---|---|
| Amounts in NOK thousand | Share capital |
Share premium |
capital increase |
Other equity |
controlling interests |
Total equity |
| Balance at 1 January 2022 | 112 | 118 520 | - | - | - | 118 632 |
| Share based programme - Options | - | 1 933 | - | - | - | 1 933 |
| Profit/loss for the period | - | (54 139) | - | 111 | 27 | (54 001) |
| Capital increase 1) | 14 | 242 145 | - | - | - | 242 159 |
| Correction of Tax payable previous years | - | (3) | - | - | - | (3) |
| Equity effect from sale of shares | - | - | - | (33) | 43 | 10 |
| Balance at 31 December 2022 | 126 | 308 456 | - | 78 | 70 | 308 730 |
| Balance at 1 January 2023 | 126 | 308 456 | - | 78 | 70 | 308 730 |
| Share based programme - Options | - | 3 477 | - | - | - | 3 477 |
| Profit/loss for the period | - | (65 124) | - | 405 | (194) | (64 913) |
| Balance at 31 December 2023 | 126 | 246 809 | - | 483 | (124) | 247 294 |
1) Expenses directly related to the share issue is booked directly against share premium.
The general meeting has granted the Board authority to increase the companys share capital by up to NOK 31 477.61. This is equivalent to 25 per cent of the company's share capital. The share capital increase may be effected through one or more directed share issues. The authorisation entails that the companys Board of Directors is granted authority to set
the date, and to stipulate the subscription price for the new subscription. Up to NOK 8 813.73, being 7 per cent of the share capital, of this new authorisation may be used in connection with option agreements and other incentive programs. This authorisation also covers granted option agreements pursuant to former authorisation.
| Group | |||
|---|---|---|---|
| Amounts in NOK thousand | 2023 | 2022 | |
| Loss attributable to the shareholders of the parent Loss for calculation of diluted earnings per share Weighted average number of shares outstanding Dilutive options |
(64 591) (64 591) 41 970 140 |
(54 028) (54 028) 41 198 535 |
|
| Average number of shares and options used in calculation for diluted EPS | 41 970 140 | 41 198 535 | |
| Basic earnings per share (NOK) Diluted earnings per share (NOK) |
(1.54) (1.54) |
(1.31) (1.31) |
Basic earnings per share calculations are based on the weighted average number of common shares outstanding during the period.
Diluted earnings per share calculations are performed using the weighted average number of common shares and dilutive common shares equivalents outstanding during each period. Options are dilutive when they result in the issue of ordinary shares for less than the average market price of ordinary shares during the period. The difference between the number of ordinary shares issued and the number of ordinary shares that would have been
issued at the average market price in the period is treated as an issue of ordinary shares for no consideration.
Weigthed average number of shares are calculated as follows:
2022: The company issued 4 629 629 new shares in a capital raise in February 2022. As such, the weighted average number of shares outstanding in 2022 has been calculated by applying a weight of 2/12 of the number of shares before the capital raise in February (37 340 511), 10/12 of the number of shares after the capital raise (41 970 140).
| Group | ||||
|---|---|---|---|---|
| Ownership | Voting rigths | Municipally | Country | |
| The group consist of: | ||||
| Bergen Carbon Solutions AS | - | - | Bergen | Norway |
| BCS Høyanger AS 1) | 100% | 100% | Bergen | Norway |
| Carbon Development Solutions AS | 67% | 67% | Vefsn | Norway |
| Parent company | ||||
| Ownership | Acqusition cost | Booked value | Country | |
| BCS Høyanger AS 1) | 100% | 1 | 1 | Norway |
| Carbon Development Solutions AS | 67% | 20 | 1 | Norway |
| Total | 21 | 2 |
1) Company has currently no activity and is established for potential future activities.
To ensure simplified corporate structure with more focus, the three daughter companies, BCS Productions, BCS Properties and BCS Opportunities were closed in 2023, no activities were recorded in these entities. BCS is also in the process of winding down activities in Carbon Development Solutions, will be completed in 2024.
| Group | Parent company | |||
|---|---|---|---|---|
| Amounts in NOK thousand | 2023 | 2022 | 2023 | 2022 |
| Stocks of raw materials and purchased semi-finished goods | 2 031 | 938 | 2 031 | 938 |
| Stocks of self-produced finished goods | 254 | 35 | 254 | 35 |
| Total stocks | 2 285 | 973 | 2 285 | 973 |
| Inventory (cost price) | 2 285 | 973 | 2 285 | 973 |
| Inventory valued at net realisable value (NRV) | 2 285 | 973 | 2 285 | 973 |
| Write down for obsolescence | - | - | - | - |
| Group | Parent company | |||
|---|---|---|---|---|
| Amounts in NOK thousand | 2023 | 2022 | 2023 | 2022 |
| Description | ||||
| Grant (SkatteFunn) | 763 | 463 | 763 | 463 |
| Prepaid expenses | 913 | 455 | 911 | 455 |
| VAT receivable | 1 153 | 1 087 | 1 137 | 1 087 |
| Other items | 216 | 8 | 214 | 39 |
| Total | 3 045 | 2 013 | 3 025 | 2 044 |
In 2021, two development projects have been applied for and approved through SkatteFUNN: "Development of a process for purification of CNF from solid salt", and "Development of a production unit for production of CNF with pure CO₂ as input factor". Both projects are approved for two years, 2021 and 2022. The funding for 2021 of NOK 553 231 was received in the third quarter 2022, and the funding for 2022 of NOK 691 653 was received in the third quarter 2023.
The company has worked on a development project supported by ENOVA until the end of December 2022. The company received a final payment equal to the last 20 per cent of NOK 2 090 127 in February 2023.
In 2023, BCS applied for and got approved funding from SkatteFUNN on project "Manufacturing of Key materials for Sodium Ion Batteries".
Total costs in 2023 is NOK 4 015 405, and the amount of SkatteFUNN NOK 762 927 (19 per cent) has been booked in the balance sheet, since the company has no tax payable in 2023. NOK 681 420 has been entered against cost reduction and NOK 81 507 has been entered against a reduction in the balance sheet amount.
Innovation Norway has also approved funding for "Manufacturing of Key materials for Sodium Ion Batteries". They will fund 38.47per cent of the costs of the project, which amount to a total grant of 6 000 000.
The company has received a first payment of NOK 1 800 000 from Innovation Norway in 2023, 30 per cent.
The payment has been entered as a cost reduction of a total of NOK 1 400 000, while the remainder of the subsidy paid belongs to costs that had not yet been incurred as of December 2023, and is therefore entered as other short-term liabilities. The company will receive a further 50 per cent payment when they can document that 50 per cent of total project costs have been incurred, and the last payment will be paid when the final report has been approved by Innovation Norway.
| Bank deposits includes an account for restricted withholding tax. | |
|---|---|
| Group | Parent company | |||
|---|---|---|---|---|
| Amounts in NOK thousand | 2023 | 2022 | 2023 | 2022 |
| Restricted funds - withholding tax | 1 371 | 1 331 | 1 356 | 1 308 |
| Total | Face value | Entered | |
|---|---|---|---|
| Ordinary shares | 41 970 140 | 0.003 | 125 910 |
| Total | 41 970 140 | - | 125 910 |
| Ordinary shares | Owner interest | |
|---|---|---|
| Awilco AS | 4 754 119 | 11.3% |
| Finn Blydt-Svendsen | 3 306 000 | 7.9% |
| Nordnet Livsforsikring AS | 2 840 013 | 6.8% |
| Bir AS | 1 827 000 | 4.4% |
| Citibank Europe PLC | 1 650 000 | 3.9% |
| Carioca AS | 1 543 802 | 3.7% |
| Verdipapirfondet Nordea Avkastning | 950 492 | 2.3% |
| Clearstream Banking S.A. | 936 667 | 2.2% |
| Sande Holding AS | 850 000 | 2.0% |
| Tonor Holding AS | 571 779 | 1.4% |
| Sulefjell AS | 505 000 | 1.2% |
| Redinha AS | 500 000 | 1.2% |
| Nordnet Bank AB | 481 517 | 1.1% |
| Larsen | 400 000 | 1.0% |
| Serac AS | 400 000 | 1.0% |
| Moi | 360 000 | 0.9% |
| Skansen Holding Bergen AS | 316 111 | 0.8% |
| Mobitag AS | 277 027 | 0.7% |
| Longstreet Securities AS | 244 512 | 0.6% |
| Profond AS | 228 389 | 0.5% |
| Total number owned by top 20 | 22 942 428 | 55% |
| Total owned by others | 19 027 712 | 45% |
| Total number of shares | 41 970 140 | 100% |
Shares and options owned by members of the board and CEO (including indirect ownership through holding companies):
| Name | Position | Ordinary shares | Options |
|---|---|---|---|
| Odd Strømsnes1) | CEO | 30 000 | 400 000 |
| Jon André Løkke | Chair | 50 000 | 300 000 |
| Dag Skansen | Director | 316 111 | |
| Finn Blydt-Svendsen | Director | 3 406 000 | 130 000 |
| Bodil Holst 2) | Director | 6 800 | |
| Terje Christian Fatnes | Director | 96 000 | |
| Total number of shares and options | 3 904 911 | 830 000 | |
1) Option agreements related to current CEO and chair of the board was granted January 2023.
2) Bodil Holst stepped down as director on 25 January 2024.
| Group | Parent company | |||
|---|---|---|---|---|
| Amounts in NOK thousand | 2023 | 2022 | 2023 | 2022 |
| Accrued vacation pay | 2 510 | 2 058 | 2 445 | 2 037 |
| Other accrued cost | 2 526 | 1 677 | 2 515 | 1 443 |
| Total | 5 036 | 3 735 | 4 960 | 3 480 |
There are no significant intercompany items or related party transactions between the companies in the group.
A grant is given from Bergen Carbon Solutions AS to Carbon Development Solutions AS of NOK 0.4 million in 2023.
A total of NOK 0.7 million is booked as intercompany recievable in the company accounts.
Bergen Carbon Solutions AS has written down receivables against Carbon Development Solutions in 2023, NOK 0.7 million.
Total write-down of NOK 0.8 million applies to the write-down of intercompany receivables as well as losses in connection with closing BCS Productions, BCS Properties and BCS Opportunities in 2023.
KPMG AS Kanalveien 11 P.O. Box 4 Kristianborg N-5822 Bergen
Telephone +47 45 40 40 63 Internet www.kpmg.no Enterprise 935 174 627 MVA
To the General Meeting of Bergen Carbon Solutions AS
We have audited the financial statements of Bergen Carbon Solutions AS, which comprise:
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 as required by 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.
| © KPMG AS, a Norwegian limited liability company and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by quarantee. All rights reserved. Statsautoriserte revisorer - medlemmer av Den norske Revisorforening |
Oslo Alta Arendal Bergen Bodø |
Elverum Finnsnes Hamar Haugesund Knarvik |
Mo i Rana Molde Sandefiord Stavanger Stord |
Tromsø Trondheim Tynset Ulsteinvik Alesund |
|---|---|---|---|---|
| _________ | the contract of the contract of the | and the contract of the contract of |
The Board of Directors and the Managing Director (management) are responsible for the information in the Board of Directors' report and the other information accompanying the financial statements. The other information comprises information in the annual report, but does not include the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the information in the Board of Directors' report nor the other information accompanying the financial statements.
In connection with our audit of the financial statements, our responsibility is to read the Board of Directors' report and the other information accompanying the financial statements. The purpose is to consider if there is material inconsistency between the Board of Directors' report and the other information accompanying the financial statements and the financial statements or our knowledge obtained in the audit, or whether the Board of Directors' report and the other information accompanying the financial statements otherwise appear to be materially misstated. We are required to report if there is a material misstatement in the Board of Directors' report or the other information accompanying the financial statements. We have nothing to report in this regard.
Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors' report
Management is responsible for the preparation of financial statements that give a true and fair view in accordance with simplified application of international accounting standards according to the Norwegian Accounting Act section 3-9, 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 Group or to cease operations, or has no realistic alternative but to do so.
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 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:
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.
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.
Bergen, 19 March 2024
KPMG AS
Elisabet Ekberg State Authorised Public Accountant
Fleslandvegen 70E NO-5258 Blomsterdalen Norway
bergencarbonsolutions.com
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