Interim / Quarterly Report • Aug 25, 2021
Interim / Quarterly Report
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Cloudberry Clean Energy ASA
| Cloudberry in brief | 3 |
|---|---|
| Highlights and overview | 7 |
| Letter from the CEO | 9 |
| Financial review | 11 |
| Operational review | 13 |
| Environmental, social and governance review | 16 |
| Condensed interim financial information | 19 |
| Interim consolidated statement of profit or loss | 19 |
| Interim consolidated statement of comprehensive income | 20 |
| Interim consolidated statement of financial position | 21 |
| Interim consolidated statement of cash flows | 23 |
| Interim consolidated statement of changes in equity | 24 |
| Notes to the consolidated financial statements | 25 |
| Note 1 General information | 25 |
| Note 2 General accounting policies and principles | 25 |
| Note 3 Operating segments | 27 |
| Note 4 Business Combinations and other transactions | 31 |
| Note 5 Net financial expenses and significant fair value measures | 34 |
| Note 6 Property, plant and equipment | 35 |
| Note 7 Inventory | 36 |
| Note 8 Investment in associated companies | 37 |
| Note 9 Long term debt, guarantees and corporate funding | 39 |
| Note 10 Cash and cash equivalents | 40 |
| Note 11 Income tax | 41 |
| Note 12 Related parties | 41 |
| Note 13 Subsequent events | 42 |
| Responsibility statement | 43 |
| Alternative Performance Measures | 44 |
Cloudberry is a renewable energy company, born, bred, and operating in the Nordics and in accordance with local traditions. We own, develop, and operate hydropower plants and wind farms in Norway and Sweden. We are powering the transition to a sustainable future by providing new renewable energy today and for future generations. We believe in a fundamental long-term demand for renewable energy in Europe. With this as a fundament, we are building a sustainable, scalable, efficient, and profitable platform for creation of shareholder value.
Our business model comprises of two revenue generating segments and a cost-efficient corporate segment: Cloudberry Develop, our fully owned development company has a long history of organic, in-house developments of wind and hydropower assets in Norway and Sweden. Cloudberry Production, our fully owned power producing company, is an active owner and manager of producing renewable assets. We have low overhead costs, and source capacity for construction, operations and maintenance externally. Our strong commitment to local communities and integrated value chain ensures local presence and optimization of stakeholder alignment and value creation.
Our current portfolio consists of 23 hydropower and three wind power assets. We have a local and active ownership strategy and prefer 100%ownership; however, in certain investments we have proportionate ownership (typically 20 – 49%) with strong, strategic partners. The scalable Cloudberry platform is positioned for valuable growth, both in terms of energy production and our in-house development backlog and pipeline. Cloudberry's strategy is to continue to grow both organically and inorganically in the Nordic market. We are backed by strong owners and an experienced management team and board. Our shares are traded on Oslo Stock Exchange's main list, ticker: CLOUD.
Cloudberry will report both proportionate 1) and consolidated figures in order to provide an enhanced insight to the operations, financing, and future prospect of the Group. The alternative performance measures (abbreviated APMs) that hereby are provided by Cloudberry are a supplement to the financial statements that are prepared in accordance with IFRS.
incl. under construction 2)
| Hydro assets: | 23 |
|---|---|
| Wind assets: | 3 |
| Capacity: | 139 MW |
| Production: | 481 GWh |
Wind assets: 2 Capacity: 80 MW 3) Production: 235 GWh 3)
Backlog
Projects: 13 Capacity: 370 MW
Pipeline of additional >20 projects and >2 500 MW
1) Asset portfolio per reporting date 25 August 2021 (proportionate)
2) Includes assets where Cloudberry has firm agreements and where the assets will be transferred to Cloudberry upon completion of the construction. Includes proportionate share of Forte (34% ownership) and Odal windfarm (33.4% ownership from July 2021)
3) Includes proportionate share of Vänern project (20% ownership). Duvhällen wind farm included as 60 MW (construction permit) – Cloudberry has grid capacity permit for 30 MW, but has applied for increased grid capacity to match construction permit.
STATUS In production Under construction Construction permit
| Project | Status | Type | Location | Ownership | Revenue generating |
Production estimate |
|---|---|---|---|---|---|---|
| Finnesetbekken | Nesbyen, Norway |
100 % | 2020 | 1 MW 3 GWh |
||
| Røyrmyra | Hå, Norway | 100 % | 2020 | 2 MW 8 GWh |
||
| Forte portfolio |
Norway | 34 % | H2 2020 | 24 MW 1) 85 GWh |
||
| Selselva | Sunnfjord, Norway |
100 % | H1 2021 | 5 MW 20 GWh |
||
| Nessakraft | Balestrand, Norway |
100 % | H2 2021 | 9 MW 34 GWh |
||
| Bjørgelva | Sørreisa, Norway |
100 % | H2 2021 | 3 MW 7 GWh |
||
| Usma | 100 % | H2 2021 | 9 MW 31 GWh |
| Project | Status | Type | Location | Ownership | Revenue generating |
Production estimate |
|---|---|---|---|---|---|---|
| Odal | Innlandet, Norway |
33.4 % | H1 2022 | 54 MW 1) 176 GWh |
||
| Åmotsfoss | Nissedal, Norway |
100 % | H2 2021 | 5 MW 23 GWh |
||
| Skåråna | Norway | 100 % | H2 2021 | 4 MW 14 GWh |
||
| Ramsliåna | Norway | 100 % | H2 2021 | 2 MW 6 GWh |
||
| Hån | Sweden | 100 % | H2 2022 | 21 MW 74 GWh |
||
| Vänern | Karlstad, Sweden |
20 % | 2023/2024 | 20 MW 2) 70 GWh |
||
| Duvhällen | Eskilstuna, Sweden |
100 % | 2023/2024 | 60 MW 165 GWh |
1) Cloudberrys proportionate share.
2) Vanern, shallow-water (100 MW). Net owernship after divestment of 80% to Downing LLP.
7
| Part of | ||||||||
|---|---|---|---|---|---|---|---|---|
| Effect | Est. prod. | Financial | Revenue | Cloudberry's | ||||
| Project | Technology | Ownership | (MW) | (GWh) | Close | generating | balance sheet | Status |
| Finnesetbekken | Hydro | 100 % | 1 | 3 | Completed | 2020 | Plant & eq. | Producing |
| Røyrmyra | Wind | 100 % | 2 | 8 | Completed | 2020 | Plant & eq. | Producing |
| Forte (14 plants) | Hydro | 34 % | 24 | 85 | Completed | H2 2020 | Equity method | Producing |
| Selselva | Hydro | 100 % | 5 | 20 | Completed | H1 2021 | Plant & eq. | Producing |
| Nessakraft | Hydro | 100 % | 9 | 34 | Completed | H2 2021 | Plant & eq. | Producing |
| Bjørgelva | Hydro | 100 % | 3 | 7 | Completed | H2 2021 | Plant & eq. | Producing |
| Usma | Hydro | 100 % | 9 | 31 | Completed | H2 2021 | From H2 2021 | Producing |
| Odal Vind | Wind | 33.4 % | 54 | 176 | Completed | H1 2022 | Equity method | Under const. |
| Åmotsfoss | Hydro | 100 % | 5 | 23 | H2 2021 | H2 2021 | From H2 2021 | Under const. |
| Skåråna (2 plants) | Hydro | 100 % | 4 | 14 | Completed | H2 2021 | From H2 2021 | Under const. |
| Ramsliåna | Hydro | 100 % | 2 | 6 | H2 2021 | H2 2021 | From H2 2021 | Under const. |
| Hån | Wind | 100 % | 21 | 74 | Completed | H2 2022 | Plant & eq. | Under const. |
| Total 1 (Producing/under constr.) | 139 | 481 | ||||||
| Vanern 2) | Offshore | 20 % | 20 | 70 | H2 2021 | 2023/2024 | Inventory | Constr. permit |
| Duvhalllen | Wind | 100 % | 60 | 165 | In house | 2023/2024 | Inventory | Constr. permit |
| Total 2 (incl. constr. permit) | 219 | 716 |
1) Asset portfolio per reporting date 25 August 2021 with proportionate ownership to Cloudberry
2) Vanern, shallow-water (100 MW). Net owernship after divestment of 80% to Downing LLP.
Cloudberry Clean Energy has over the last years established itself as a leading independent renewable power developer and producer in the Nordics. Cloudberry continues to deliver on its goals, and we are proud of the continuing progress of providing clean renewable energy for future generations. We are grateful for the support from our stakeholders and look forward to accelerating growth in the years to come.
We had a very exciting first half year! We are especially satisfied with delivering solid results and progress in these challenging times. Cloudberry has further improved the development portfolio through the first half year. We have seen progress both on the hydro power projects and the onshore and offshore wind projects. We are especially happy with the investment decision on our inhouse developed wind project Hån. Construction work on the wind farm has just commenced and we plan for renewable production from end of next year. Another important project over the first six months is the "Rewind Vänern" shallow water project in Sweden. Together with our partner Downing, we are in the process of putting together the puzzle for an investment decision over the next half year. Last, but not least, our largest wind development project, the Odal wind farm, is also progressing well. The production start is planned for in the beginning of next year.
On the production side we have strengthened our portfolio over the last year and delivered on all milestones presented in our 2020 yearly report. We managed to increase the production portfolio with several new hydro power plants, all delivered on-time and budget.
In 2020 we conducted an ESG framework analysis in Cloudberry. In 2021 we are implementing the results from the analyses in our decision-making processes. We will continue to develop Cloudberry and our projects according to the highest ESG standards. The EU taxonomy has been a welcoming guide for us to standardize and measure impact of energy projects. We expect our newest in-house Hån project to be a very low impact project with high power density. Our hydro projects are expected to deliver similar outputs. Cloudberry is a net-zero carbon company compensating all direct and indirect emissions.
We have been successful in attracting new investors and employees to the company during first half year. It is rewarding to experience all the positive feedback from investors and local stakeholders. The listing on a fully regulated marked – the Main Board of Oslo Stock Exchange – in June was an important milestone. Together with the NOK 1.1 billion raised, the listing will strengthen our abilities to accelerate the growth of our portfolio and business footprint in the Nordics.
The world is struggling to reach the climate goals. We need to ramp up the developing of new renewable power to meet increasing demand and to be able to phase out carbon fuelled energy production. Time after time we are reminded of the critical situation the world is in. This makes us even more motivated to continue our growth story and develop more new renewable energy projects in a sustainable manner.
We are proud to have delivered on our goals and we will continue to work for our purpose – providing clean renewable energy for future generations. We are better positioned than ever to use our scalable platform to build the leading Nordic independent power developer and producer. We are very much looking forward to the continuation.
«We are very grateful for the support from our stakeholders and looking forward to accelerating growth in the years to come»
Anders J. Lenborg Chief Executive Officer
Cloudberry has during the first half year of 2021 listed our scalable growth platform on Oslo Stock Exchange and strengthened the balance sheet. The company has a strong cash position, no net-debt and is fully financed for the existing portfolio of 219 MW.
Cloudberry is ramping-up production and finalizing several hydro projects under construction. The Company has also decided to construct the in-house developed wind project Hån. The project team has secured all supplier contracts and construction has started. The Odal Wind option was exercised in June with financial close in July 2021. The project expects to generate revenue from H1 2022. Cloudberry is from July a 33.4% owner of the project together with KLP and Akershus Energy.
In line with Cloudberry's growth strategy some investments are 100% owned and fully consolidated, while Cloudberry in some larger projects prefer a proportionate ownership between 20% - 49%. Therefore, in addition to the Group consolidated financials, Cloudberry also reports on proportionate financials. This represent Cloudberry's proportionate share of the financials which are not fully consolidated. Please refer to the chapter Alternative Performance Measures (APM) for definitions and reconciliations.
The tables below summaries the Key figures on proportionate and consolidated basis.
| NOK 1 000 | 1H 2021 | 1H 2020 | FY 2020 |
|---|---|---|---|
| Revenue and other income | 23 097 | 2 546 | 5 333 |
| Production | 18 288 | 2 335 | 5 122 |
| Develop | 4 809 | 93 | 93 |
| Corporate | - | 118 | 118 |
| EBITDA | -17 128 | -7 202 | -26 503 |
| Production | 8 751 | -293 | -1 963 |
| Develop | -10 040 | -3 393 | -8 302 |
| Corporate | -15 838 | -3 517 | -16 237 |
| Operating profit (EBIT) | -24 651 | -8 813 | -31 642 |
| Net interest-bearing debt (NIBD) | -629 565 | -135 784 | -130 918 |
| Power Production - net to Cloudberry (GWh) | 35 | 5 | 21 |
| NOK 1 000 | 1H 2021 | 1H 2020 | FY 2020 |
|---|---|---|---|
| Revenue and other income | 12 570 | 2 546 | 3 640 |
| EBITDA | -21 316 | -7 203 | -29 822 |
| Operating profit (EBIT) | -24 260 | -8 814 | -33 111 |
| Profit/Loss from total operations | -31 915 | -11 668 | -33 865 |
| Cash and cash equivalents | 1 076 514 | 192 117 | 605 126 |
| Equity | 2 058 789 | 370 661 | 1 054 711 |
| Interst bearing debt | 207 504 | 27 833 | 263 207 |
| Net interest bearing debt (NIBD) | -869 011 | -164 284 | -341 919 |
| Basic earings per share | -0.31 | -0.34 | -0.87 |
Revenue has increased from NOK 2.5m to 23.1m over the last year. The increase is primarily from the increased power production (5 to 35 GWh) from the acquired Forte portfolio and Selselva Kraft. Revenue in first half of 2021 also consists of NOK 2.6m from management services and NOK 5m from an insurance settlement.
Proportionate EBITDA decreased from NOK -7.2m to NOK -17.1m over the last year.
Total revenue has increased from NOK 2.5m to 12.6m over the last year. The increase is due to power revenue from the acquired Selselva of NOK 3.1m, revenue from management services of NOK 2.6m and increased power revenue from existing power plants due to increased power prices. Other income in first half 2021 comprises mainly of NOK 4.8m in insurance settlement.
EBITDA was reduced from NOK -7.2m to NOK -21.3m. This is mainly due to costs related to the listing on Oslo Stock Exchange and due diligence processes, increase in salary and personnel expenses and a provision for settlement at Marker Vindpark.
Equity has increased from NOK 1 055m to NOK 2 059m from year end 2020 to 30 June 2021. This is mainly due to the private placement in June which gave net proceeds of NOK 1 035m.
Cash and cash equivalents have increased from NOK 605m to NOK 1077m from year end 2020 to 30 June 2021. This is mainly due to capital raising of NOK 1 035m, payment of short-term borrowings of NOK
237m, net cash payment related to acquisitions of shares in subsidiaries and associated companies of NOK 238m, payment for investments in power plants of NOK 89m and net payment on increased long-term debt of NOK 20m. NOK -20m is related to operating loss in the period and change in other short-term assets and liabilities.
Interest bearing debt has decreased from NOK 263m to NOK 208m from year end 2020 to 30 June 2021. The decrease of NOK 56m is related to repayment of short-term interest-bearing debt of NOK 237m, and increased long-term debt related to acquisitions of Selselva, Nessakraft and Bjørgelva of NOK 161m. New long-term debt of NOK 20m is related to construction loan on Skåråna.
Net interest-bearing debt has changed from NOK -342m to NOK -869m from year end 2020 to 30 June 2021. This is due to increase in cash and reduced interest-bearing debt in first half year of 2021.
1) See Alternative Performace Measure for definition of proportionate financials.
2) Net interest-bearing debt (NIBD), see Alternative performance measure section for definition and reconciliation
Cloudberry reports from three segments: Production, Develop and Corporate.
The main focus during first half of 2021 has been on following up projects under construction.
Cloudberry's power production in the first half of 2021 totaled 35 GWh (5 GWh last year), including Cloudberry's proportionate share in Forte Energy Norway AS.
Hydro power production totaled 32 GWh in first half of 2021. A colder than normal winter and spring had a negative impact on the production volumes.
Finnesetbekken produced 96% and Forte Energy Norway AS 83% of normal production during first half of 2021. In addition, Selselva reduced production by 50% in May/June in order to improve the grid and the long-term performance of the plant. In total Selselva produced 66% of normal production in first half of 2021.
Wind power production totaled 3 GWh in first half of 2021 (76% of normalized production). Lower wind in first quarter 2021 and one minor defect on one of the three turbines reduced the production. The defect is now fixed and the financial loss related to the defect of the turbine is limited, as the company has an availability guarantee from the German turbine manufacturer, Enercon.
Power prices have been strong so far in 2021 with an average price of NOK 429/MWh (NOK 0,43 per kWh). This is an increase of 390% compared to first half of last year. The cold winter led to increased consumption of power, driving the prices up from last year. In addition, the interconnector between Norway and Germany has increased the capacity.
During first half of 2021, approximately 70% of Cloudberry's production was sold at spot prices and 30% at fixed prices.
During first half of 2021 Cloudberry Production established a long-term loan facility with Sparebank 1 SR-Bank. The facility is flexible and includes long term financing of the power plants in production and under construction, as well as lines for bank guarantees and bridge financing. Establishment of the long-term facility is an important building block for the continued growth.
· Shallow water. Similarly, detailed planning is underway for Stenkalles wind farm, located in Sweden's largest lake, Vänern. The planning takes place with a combined team from Cloudberry in Oslo and Downing LLP in London. The project is planned with an installed capacity of 100 MW distributed with 16 to 18 wind turbines pending final turbine selection. The project is progressing well, but rising prices of materials/turbines might affect the economics. It is expected that a final investment decision will be made in the second half of 2021.
Cloudberry has an exclusive backlog of 370 MW. The company has ongoing dialogue with landowners, municipalities and grid companies to clarify opportunities for new wind power projects. It is an objective to have an exclusive project portfolio of 800 MW by the end of 2022. In addition, we are actively working on shallow water projects in the Baltic Sea, based on the experiences the company is gaining at Stenkalles wind farm (Vänern). It is a long-term goal to have a shallow-water project portfolio of 2,500 MW in the Baltic Sea.
Cloudberry Clean Energy ASA listed on Oslo Stock Exchange on 22 June 2021.
Cloudberry raised in total net proceeds of NOK 1,035 million in June2021 from a private placement. Cloudberry attracted several new and reputable corner investors from the Nordics, Europe and New Zealand.
Cloudberry's main corner investors:
Cloudberry first half year has been busy, and we also expect see a very busy second half of 2021. Whilst first half year was a mix between developing the platform and projects, second half year will be more focused on growing the portfolio. Cloudberry's strategy is to continue to grow both organically and inorganically, and the company will continue to investigate the many interesting opportunities in the Nordics.
The company's ambition for 2021 and beyond is to significantly grow both the production portfolio and the development pipeline. On the production side we expect more than double the production capacity of renewable power over the next year based on already known projects. In addition, we are looking at several attractive M&A options. On the development side we expect to grow both the onshore- and offshore wind portfolio significantly.
As a listed company operating in a highly regulated industry, we are continually monitored, measured, and judged for the results we achieve, as well as for our business practice and ethics. This scrutiny keeps us on our toes and inspires us to continously improve.
Our owners expect us to navigate our business according to the strongest environmental, social and governance principles, and we expect nothing less of ourselves and from our partners and suppliers.
Our projects and construction activities are visible in the areas we operate, but we always look for ways to minimise the environmental footprint and seek to bring nature back to its original condition as far as possible.
In 2020 Cloudberry strengthened its sustainability management. We identified our material sustainability topics, established a climate reporting system to monitor the company's carbon emissions following the guidelines in the Greenhouse Gas Protocol (The GHG Protocol), and initiated an assessment of our climate related financial risks and opportunities in accordance with the recommendations of the Task Force on Climate-Related Financial Disclosures (TCFD). The results are described in Cloudberrys [Sustainability Report 2020.](https://www.cloudberry.no/assets/Cloudberry-Sustainability-report-2020.pdf) Cloudberrys ESG reporting and our approach to sustainability, is inspired by the World Economic Forum (WEF) Stakeholder Capitalism Metrix. The report contains disclosures from a core set of environmental, social and governance metrics. The metrics are organized into four pillars – Principles of Governance, Planet, People and Prosperity – aligned with the essential elements of the UN Sustainability Development Goals.
During the first half of 2021 Cloudberry has started implementing the results from the analysis in our 2020 Sustainability Report. We will further strengthen the sustainability aspects of our activities and continue their integration into our business strategy.
Cloudberry implements its ESG strategy and determines the KPIs for the sustainability topics that are material for the company and our key stakeholders in the value chain. An ESG committee has been established, consisting of two board members and the Chief Sustainability Officer. The committee has held two meetings during the second quarter 2021. To ensure alignment with the companys sustainability strategy, management has established frequent, dedicated ESG meetings.
Cloudberry has implemented guidelines on investment decisions taking into account a selection of ESG aspects that may have material impacts, both positive and negative.
The company`s Code of Conduct was implemented in the organization during first half of 2021. A suppliers Code of Conduct will be implemented going forward.
In 2020 Cloudberry identified and assessed climate-related risks and opportunities in line with the recommendations of the Task Force on Climate-Related Financial Disclosures (TCFD). We are in process of further assessment and establishing a standardized process for annual identification with prioritization of climate related risks, and their integration into our overall risk management.
Cloudberry will report annually on its carbon emissions in line with the Greenhouse Gas Protocol (The GHG Protocol).
Cloudberry is carrying out a lifecycle assessment of greenhouse gas (GHG) emissions for the company`s hydro and wind power plants. The technical screening criteria of the EU Taxonomy sets threshold for facilities to operate at life cycle emissions lower than 100g CO2e/kWh. Internal analysis and estimates of life cycle emissions from Cloudberry's hydro and wind projects indicates emissions below 100g CO2e/ kWh.
Cloudberry also assesses power densities on its projects, whereas calculations estimate power density above 5 W/m2 .
Cloudberry strongly focus on health and safety. During first half of 2021 Cloudberry has not had any incidents, neither on producing plants nor in the construction portfolio. The company has internal control systems in place to make sure that operations are carried out in accordance with laws and regulations including reporting on this. If incidents occur, reporting procedures are in place and actions will be taken if improvements are needed.
In first half 2021 Cloudberry has extended the organization with two more employees on project management level, and from August one more employee in the management team. Focusing on gender equality and diversity is a part of company policy.
In the first half 2021 the pandemic has had limited impact on Cloudberry`s business and no materiel effects on its construction work and operations. Even though the entry restrictions have created some challenges on Odal Vind, the construction work so far is on track. Cloudberry closely monitor the Covid-19 situation and there is a risk that it might affect the construction progress of projects going forward.
Local value creation is important for Cloudberry in all its developing and producing projects. Hån windfarm is an in-house development project, and the company has prioritised local suppliers and contractors during the construction phase. To the extent possible, the company will use local partners when the project is in operation. For roads which basically are intended for power cables Cloudberry collaborates with the municipality to develop a cycle path. The road will also provide landowners with easier access to their forests and thus improve their forest management. Cloudberry seeks to identify local stakeholders' needs and try to accommodate these in its plans.
Cloudberry's strategy includes investing in modern production technology. For the Hån windfarm project the company downsized the originally planned number of turbines. Five efficient turbines instead of seven contribute to a lower carbon footprint.
In addition to the above-mentioned initiatives, we believe the listing on Oslo Børs to be a sustainable finance activity. The listing makes investment in renewable energy accessible to all stakeholders and increases the availability to capital from a broader universe of investors.
| NOK 1 000 | Note | H1 2021 | H1 2020 | 2020 |
|---|---|---|---|---|
| Sales revenue | 7 568 | 2 546 | 3 633 | |
| Other income | 5 003 | - | 7 | |
| Total revenue | 3 | 12 570 | 2 546 | 3 640 |
| Cost of goods sold | -381 | -32 | -143 | |
| Salary and personnel expenses | -11 030 | -4 949 | -17 419 | |
| Other operating expenses | -23 584 | -4 768 | -12 343 | |
| Operating expenses | -34 995 | -9 749 | -29 905 | |
| Net income/(loss) from associated companies | 8 | 1 109 | - | -3 556 |
| EBITDA | -21 316 | -7 203 | -29 822 | |
| Depreciation and amortizations | 6 | -2 944 | -1 611 | -3 289 |
| Operating profit (EBIT) | -24 260 | -8 814 | -33 111 | |
| Financial income | 5 | 2 064 | 418 | 984 |
| Financial expenses | 5 | -9 918 | -3 325 | -2 125 |
| Profit/(loss) before tax | -32 114 | -11 721 | -34 253 | |
| Income tax expense | 11 | 199 | 53 | 387 |
| Profit/(loss) after tax | -31 915 | -11 668 | -33 865 | |
| Profit/(loss) for the year from total operations | -31 915 | -11 668 | -33 865 | |
| Profit/(loss) attributable to: | ||||
| Equity holders of the parent | -31 915 | -11 668 | -33 865 | |
| Non-controlling interests | - | - | - | |
| Earnings per share (NOK): | ||||
| Continued operation | ||||
| - Basic | -0.31 | -0.34 | -0.87 | |
| - Diluted | -0.31 | -0.34 | -0.87 |
| NOK 1 000 | Note | 2020 | 2019 | 2019 |
|---|---|---|---|---|
| Profit for the year | -31 915 | -11 668 | -33 865 | |
| Other comprehensive income | ||||
| Items which will not be reclassified over profit and loss | - | - | - | |
| Items which may be reclassified over profit and loss in subsequent periods |
||||
| Net movement of cash flow hedges | 2 392 | - | 1 163 | |
| Income tax effect | -507 | - | -256 | |
| Exchange differences | -1 762 | 3 095 | -2 542 | |
| Net other comprehensive income | 123 | 3 095 | -1 634 | |
| Total comprehensive income/(loss) for the year | -31 792 | -8 573 | -35 500 | |
| Total comprehensive income/(loss) attributable to: | ||||
| Equity holders of the parent company | -31 792 | -8 573 | -35 500 | |
| Non-controlling interests | - | - | - | |
| -31 792 | -8 573 | -35 500 |
| NOK 1 000 | Note | 30.06.2021 | 31.12.2020 |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Property, plant and equipment | 6 | 548 663 | 58 426 |
| Goodwill | 38 221 | 36 933 | |
| Investment in associated companies | 8 | 430 291 | 337 080 |
| Financial assets and other non-current assets | 5 311 | 2 358 | |
| Total non-current assets | 1 022 485 | 434 797 | |
| Current assets | |||
| Inventory | 7 | 152 441 | 196 029 |
| Accounts receivable | 3 083 | 2 828 | |
| Other current assets | 182 295 | 158 081 | |
| Cash and cash equivalents | 1 076 514 | 605 126 | |
| Total current assets | 1 414 333 | 962 064 | |
| TOTAL ASSETS | 2 436 818 | 1 396 861 |
| NOK 1 000 | Note | 30.06.2021 | 31.12.2020 |
|---|---|---|---|
| EQUITY AND LIABILITIES | |||
| Equity | |||
| Share capital | 47 766 | 26 266 | |
| Share premium | 2 074 920 | 1 061 675 | |
| Total paid in capital | 2 121 686 | 1 087 941 | |
| Other equity | -63 898 | -33 230 | |
| Total other equity | -63 898 | -33 230 | |
| Non-controlling interests | - | - | |
| Total equity | 2 058 789 | 1 054 711 | |
| Non-current liabilities | |||
| Interest-bearing loans and borrowings | 9 | 201 292 | 26 440 |
| Lease liabilities long term | 3 901 | 3 296 | |
| Provisions | 17 557 | 15 868 | |
| Deferred tax liabilities | 11 | 51 126 | 13 668 |
| Total non-current liabilities | 273 875 | 59 272 | |
| Current liabilities | |||
| Interest-bearing short term financial liabilities | 9 | 6 212 | 236 767 |
| Current lease liabilities | 1 176 | 1 105 | |
| Accounts payable and other current liabilities | 44 215 | 26 162 | |
| Provisions | 52 552 | 18 845 | |
| Total current liabilities | 104 154 | 282 878 | |
| TOTAL EQUITY AND LIABILITIES | 2 436 818 | 1 396 861 |
Oslo, 24 August 2021
The Board of Directors of Cloudberry Clean Energy ASA
Frank J. Berg Chair of the Board
Benedicte Fossum Board member
Morten Bergesen Board member
Liv Lønnum Board member
Petter W. Borg Board member
Anders J. Lenborg
CEO Cloudberry Clean Energy ASA
| NOK 1 000 | Note | H1 2021 | H1 2020 | FY 2020 |
|---|---|---|---|---|
| Cash flow from operating activeties | ||||
| Profit/(loss) before tax | -32 114 | -11 721 | -34 253 | |
| Depreciations and impairment loss | 2 944 | 1 611 | 3 289 | |
| Net income from associated companies | 8 | -1 109 | - | 3 556 |
| Share based payment - non cash | 1 124 | - | - | |
| Net interest paid/received | 4 127 | - | 1 656 | |
| Unrealised foreign exchange (gain)/loss | - | - | -1 514 | |
| Change in inventories due to capitalized salaries and other expenses | -2 967 | - | -6 100 | |
| Change in accounts payable | 17 053 | 1 484 | 6 128 | |
| Change in accounts receivabe | -255 | - | 5 477 | |
| Change in other short term assets and liabilities | -3 694 | -2 853 | 17 446 | |
| Net cash flow from operating activities | -14 891 | -11 479 | -4 314 | |
| Cash flow from investing activeties | ||||
| Interest received | 1 149 | - | 984 | |
| Investments in property, plant and equipment | -88 617 | -651 | -2 842 | |
| Acquisition of shares in subsidiaries, net liquidity outflow | -145 639 | 65 665 | -11 690 | |
| Investments in associated companies | 8 | -92 102 | - | -340 637 |
| Net cash flow from (used in) investing activities | -325 208 | 65 014 | -354 184 | |
| Cash flow from financing activeties | ||||
| Payment to escrow account | - | - | -152 422 | |
| Proceeds from new term loans | 95 028 | - | - | |
| Repayment of term loan | -75 722 | -27 651 | -28 621 | |
| Repayment short term interest bearing debt | -236 767 | - | 236 767 | |
| Interest paid other than lease | -5 276 | - | -2 394 | |
| Payment on lease liabilities - interest | -72 | - | -153 | |
| Repayment on lease liabilities | -478 | - | -750 | |
| Share capital increase | 1 034 745 | 158 104 | 905 928 | |
| Net cash flow from financing activities | 811 457 | 130 453 | 958 355 | |
| Total change in cash and cash equivalents | 471 358 | 183 988 | 599 856 | |
| Effect of exchange rate changes on cash and cash equivalents | 30 | - | 47 | |
| Cash and cash equivalents at start of period | 605 126 | 5 223 | 5 223 | |
| Cash and cash equivalents at end of period | 1 076 514 | 189 211 | 605 126 |
| Attributable to parent company equity holders | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Paid in capital | Other Equity | ||||||||||
| Share capital |
Share premium |
Treasury shares |
Share based payment |
Cash flow hedge reserves |
Exch. diff. |
Retained earnings |
Total other equity |
Total | Non controlling interests |
Total equity |
|
| Equity as at 01.01 2020: | 950 | 7 800 | - | - | - | - | -3 921 | -3 921 | 4 829 | - | 4 829 |
| Sharecapital increase | 8 670 | 362 594 | - | - | - | - | - | - | 371 264 | 4 939 | 376 203 |
| Share based payments in the year |
- | - | - | - | - | - | - | - | - | - | - |
| Loss for the period | - | - | - | - | - | - | -11 668 | -11 668 | -11 668 | - | -11 668 |
| Other comprehensive income | - | - | - | - | - | 3 095 | - | 3 095 | 3 095 | - | 3 095 |
| Total comprehensive income | - | - | - | - | - | 3 095 | -11 668 | -8 573 | -8 573 | 4 939 | -8 573 |
| Transaction with non controlling intrest |
- | - | - | - | - | - | - | - | - | - | - |
| Treasury shares received in acquisition of shares in subsidiaries |
- | - | -1 798 | - | - | - | - | - | -1 798 | - | -1 798 |
| Transfer to other equity | - | - | - | - | - | - | - | - | - | - | - |
| Equity as at 30.06 2020 | 9 620 | 370 394 | -1 798 | - | - | 3 095 | -15 589 | -12 494 | 365 722 | 4 939 | 370 661 |
| Equity as at 30.06 2020: | 9 620 | 370 394 | -1 798 | - | - | 3 095 | -15 589 | -12 494 | 365 722 | 4 939 | 370 661 |
| Sharecapital increase | 16 646 | 691 281 | - | - | - | - | - | - | 707 927 | - | 707 927 |
| Share based payments in the year |
- | - | - | 1 251 | - | - | - | 1 251 | 1 251 | - | 1 251 |
| Loss for the period | - | - | - | - | - | - | -22 197 | -22 197 | -22 197 | - | -22 197 |
| Other comprehensive income | - | - | - | - | 907 | -5 637 | -4 729 | -4 729 | - | -4 729 | |
| Total comprehensive income | - | - | - | - | 907 | -5 637 | -22 197 | -26 927 | -26 927 | 4 939 | -26 927 |
| Transaction with non controlling intrest |
- | - | 1 798 | - | - | - | 4 041 | 4 041 | 5 839 | -4 041 | 1 798 |
| Treasury shares received in acquisition of shares in subsidiaries |
- | - | - | - | - | - | - | - | - | - | - |
| Transfer to other equity | - | - | - | - | - | - | 898 | 898 | 898 | -898 | - |
| Equity as at 31.12 2020 | 26 266 | 1 061 675 | - | 1 251 | 907 | -2 542 | -32 847 | -33 230 | 1 054 712 | - | 1 054 711 |
| Equity as at 01.01 2021: | 26 266 | 1 061 675 | - | 1 251 | 907 | -2 542 | -32 847 | -33 230 | 1 054 712 | - | 1 054 711 |
| Sharecapital increase | 21 500 | 1 013 245 | - | - | - | - | - | - | 1 034 745 | - | 1 034 745 |
| Share based payments in the year |
- | - | - | 1 124 | - | - | - | 1 124 | 1 124 | - | 1 124 |
| Loss for the period | - | - | - | - | - | - | -31 915 | -31 915 | -31 915 | - | -31 915 |
| Other comprehensive income | - | - | - | - | 1 885 | -1 762 | 123 | 123 | - | 123 | |
| Total comprehensive income | - | - | - | - | 1 885 | -1 762 | -31 915 | -31 792 | -31 792 | - | -31 792 |
| Transaction with non controlling intrest |
- | - | - | - | - | - | - | - | - | - | - |
| Transfer to other equity | - | - | - | - | - | - | - | - | - | - | - |
| Equity as at 30.06 2021 | 47 766 | 2 074 920 | - | 2 375 | 2 793 | -4 304 | -64 762 | -63 898 | 2 058 789 | - | 2 058 788 |
Cloudberry Clean Energy ASA ("Cloudberry"), its subsidiaries and investments in associated companies ("the Group") is a Nordic renewable power producer and developer. The Company has an integrated business model across the life cycle of hydro- and wind power plants including project development, financing, construction (normally outsourced), ownership and lead manager of operations.
Cloudberry Clean Energy ASA is incorporated and domiciled in Norway. The address of its registered office is Frøyas gate 15, NO-0273 Oslo, Norway. Cloudberry Clean Energy ASA was established on 10 November 2017. The Company is listed on Oslo Stock Exchange main list (ticker: CLOUD).
The condensed interim consolidated financial statements for the first half of 2021 were authorised by the Board of Directors for issue on 24 August 2021.
Cloudberry's consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) for interim reporting under International Accounting standard, IAS 34, and interpretations from International Financial Reporting Interpretations Committee (IFRIC) as adopted by the EU. These consolidated interim financial statements are unaudited.
Presentation and classification of items in the financial statements is consistent for the periods presented. Application of the accounting policies by the subsidiaries has been changed where necessary to ensure consistency with Group accounting policies. The functional currency of the companies in the Cloudberry Group is the Norwegian krone (NOK), the Swedish krone (SEK) and the Euro (EURO). The Group accounts is presented in NOK.
The Groups consolidated financial statements are prepared on a going concern basis. When assessing this assumption, management has assessed all available information about the future. This comprises information about net cash flows from existing operations, debt service and obligations. After making this assessment, management has a reasonable expectation that the Group has adequate resources to continue its operational existence for the foreseeable future.
The consolidated financial statements have been prepared on a historical cost basis, except for derivative financial instruments, financial assets and financial liabilities that are recognised at fair value. Historical cost is generally based on the fair value of the consideration given when acquiring assets and services.
The preparation of financial statements in conformity with IFRS requires the use of certain accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's
accounting policies and reported amounts of assets and liabilities, income and expenses.
The consolidated financial statements are com prised of the financial statements of the parent company Cloudberry Clean Energy ASA and its subsidiaries. Subsidiaries are all entities (including structured entities) over which Cloudberry Group has control. When assessing whether Cloudberry controls an entity the roles and activities are analysed in line with the definitions and requirements in IFRS 10.
Associated companies are companies where the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee, but not control or joint control over those policies. Investments in associated companies are recognised in the consolidated accounts using the equity method and presented as non-current assets.
Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise the Group's share of the post-acquisition profit or loss. Dividends received or receivable from associated companies, are recognised as a reduction of the carrying amount of the investment.
Operating segments are reported in a manner consistent with how the Group internally follows up the business. This is how the internal financial reporting to the Group's chief operating decisionmaker, defined as the Executive Management team, is prepared. The operating segments are determined based on the differences in the nature of their operations. Cloudberry manages its operations in three segments, production, development and corporate.
Cloudberry accounts for revenue in accordance with IFRS 15 Revenue from Contracts with Customers and applies the five-step method to all revenue streams.
The Group's sales revenues are divided into two categories
The revenues from Production bear the characteristic of delivering power at a certain price. The performance obligation is to deliver a series of distinct goods (power) and the transaction price is the consideration Cloudberry expects to receive, at either spot price, regulated price or contract price. The performance obligation is satisfied over time which entails that revenue should be recognised for each unit delivered at the transaction price. Cloudberry applies a practical expedient under IFRS 15 whereby the revenue from power for most of the contracts is recognised at the amount of which the entity has a right to invoice. The right to invoice power arises when power is produced and delivered, and the right to invoice the consideration will normally correspond directly with the value to the customer.
Revenue from management services is recognized when the service is preformed, and Cloudberry has an unconditional right to the consideration settlement When the performance obligation is fulfilled and Cloudberry has an unconditional right to the consideration, this is presented separately in the balance sheet as a receivable.
When determining the transaction price for each element in the contract, Cloudberry adjusts for the time value of money if the timing of payment agreed to by the parties provides the customer with a significant benefit of financing. The Group applies a practical approach, and the consideration is not adjusted for a financing component if the period between the transfer for the goods or service and the payment is less than a year.
Income in the Develop segment is mainly related to the sale of ready-to-build develop projects and is accounted net of inventory costs and presented as other income in accordance with IFRS 10. The projects are often organised in single-purpose-vehicles
(SPV) and the net gain and net loss is recognised when control of the project SPV is transferred to the acquirer. Net gain or loss from sale of fixed assets is classified and presented as other income.
Cloudberry inventories consist of development projects and government grants of el-certificates and guarantees of origin. Inventories are accounted for in accordance with IAS 2 Inventories. According to IAS 2 inventories are measured at the lower of cost and net realisable value.
The develop projects are part of the Develop business segment and are mainly held for trading. In some cases, when a project is ready to build, Cloudberry decides to keep the project to build and own a producing power plant. When Cloudberry makes the final investment decision (FID), the project will be reclassified from inventory to property plant and equipment and power plant under construction.
For further information about the Groups applied accounting policies and principles it is referred to Cloudberry Clean Energy's annual report for 2020.
Since the publication of the annual report for 2020 the Group segment reporting has changed to include proportionate financials (APM) in addition to the consolidated figures prepared in accordance with IFRS.
Management provides this as a supplement because these measures are used internally for key performance measures (KPIs) and it represent the most important measures to support the strategy goals. It is also the Group's experience that APMs are frequently used by analysts, investors, and other parties for supplement information and that this better communicates the development in the reported figures and gives enhanced insight to the operations, financing, and future prospect for the Group. Proportionate financials are further defined and described in the APM section of this report.
Cloudberry reports on the following three operating segments:
The production segment manages the Group's power producing assets and derives its revenue from the production and sale of hydro and wind generated electricity. Production also generate revenue from management services when Cloudberry operates as local manager for power plants.
Develop was established in 2008 and holds a significant development portfolio with renewable assets in Sweden and Norway both on- and offshore. Develop has since inception fully developed and sold ten projects pre-construction to larger infrastructure investors and European insurance companies. Going forward Cloudberry has the flexibility to either sell or keep the projects in-house to secure long-term cash flows for the Cloudberry Group. Larger projects might be farmed down in order to diversify risk.
Corporate consists of the activities of corporate services, management, and group finance. The past year the activities has been focused on ramping up of the Cloudberry Group include listing on Oslo Stock Exchange, main list and extensive M&A activity with coherent capital raisings. Corporate consists mainly of Cloudberry Clean Energy ASA, the parent company accounts. Costs which are by nature related to the segments are allocated to the respective business segment. Allocated costs are mostly salaries for employees related to Production and Develop that are employed in Cloudberry Clean Energy ASA.
The tables below show the consolidated segment reporting for the periods H1-2021, H1-2020 and FY2020.
| Other/ | |||||
|---|---|---|---|---|---|
| NOK 1 000 | Production | Develop | Corporate | Eliminations | Consolidated |
| Revenue - external | 7 761 | 4 809 | - | - | 12 570 |
| Revenue - within the group | - | - | - | - | - |
| Total revenue | 7 761 | 4 809 | - | - | 12 570 |
| Operating expenses ex depreciations and amortisations | -4 307 | -14 849 | -15 838 | - | -34 995 |
| Net income/(loss) from associated companies | 1 109 | - | - | - | 1 109 |
| EBITDA | 4 563 | -10 040 | -15 838 | - | -21 316 |
| Depreciation and amortisation | -2 309 | -116 | -519 | - | -2 944 |
| Operating profit (EBIT) | 2 254 | -10 156 | -16 358 | - | -24 260 |
| Net financial items external | -3 766 | 636 | -4 725 | - | -7 854 |
| Net financial item internal | - | - | - | - | - |
| Profit/(loss) before tax | -1 512 | -9 520 | -21 082 | - | -32 114 |
| Total assets | 839 051 | 311 588 | 1 367 870 | -81 690 | 2 436 818 |
| Interest bearing debt | 207 504 | - | - | - | 207 504 |
| Intrest bearing debt internal | - | 82 223 | -82 223 | - | - |
| Cash | -184 774 | -18 968 | 1 280 256 | - | 1 076 514 |
| Other/ | |||||
|---|---|---|---|---|---|
| NOK 1 000 | Production | Develop | Corporate | Eliminations | Consolidated |
| Revenue - external | 2 335 | 93 | 118 | - | 2 546 |
| Revenue - within the group | - | - | - | - | - |
| Total revenue | 2 335 | 93 | 118 | - | 2 546 |
| Operating expenses ex depreciations and amortisations | -2 628 | -3 486 | -3 635 | - | -9 749 |
| Net income/(loss) from associated companies | - | - | - | - | - |
| EBITDA | -293 | -3 393 | -3 517 | - | -7 203 |
| Depreciation and amortisation | -1 079 | -181 | -351 | - | -1 611 |
| Operating profit (EBIT) | -1 371 | -3 574 | -3 868 | - | -8 814 |
| Net financial items external | -435 | 123 | - | -312 | |
| Net financial item internal | 486 | -1 490 | -1 591 | -2 595 | |
| Profit/(loss) before tax | -1 320 | -5 064 | -3 745 | -1 591 | -11 721 |
| Total assets | 112 661 | 193 466 | 159 933 | -28 500 | 437 560 |
| Interest bearing debt | 27 833 | - | - | - | 27 833 |
| Intrest bearing debt internal | 28 500 | -28 500 | - | - | - |
| Cash | 36 092 | 2 876 | 153 149 | - | 192 118 |
| Other/ | |||||
|---|---|---|---|---|---|
| NOK 1 000 | Production | Develop | Corporate | Eliminations | Consolidated |
| Revenue - external | 3 430 | 93 | 118 | - | 3 640 |
| Revenue - within the group | 200 | - | - | -200 | - |
| Total revenue | 3 630 | 93 | 118 | -200 | 3 640 |
| Operating expenses ex depreciations and amortisations | -5 155 | -8 395 | -16 355 | - | -29 906 |
| Net income/(loss) from associated companies | -3 556 | - | - | - | -3 556 |
| EBITDA | -5 082 | -8 302 | -16 237 | -200 | -29 822 |
| Depreciation and amortisation | -2 217 | -203 | -870 | - | -3 289 |
| Operating profit (EBIT) | -7 299 | -8 505 | -17 108 | -200 | -33 111 |
| Net financial items external | -1 557 | 706 | -152 | -139 | -1 142 |
| Net financial item internal | 1 000 | -1 000 | - | - | - |
| Profit/(loss) before tax | -7 856 | -8 799 | -17 260 | -339 | -34 253 |
| Total assets | 594 527 | 208 347 | 593 940 | 46 | 1 396 861 |
| Interest bearing debt | 263 033 | - | - | 174 | 263 207 |
| Intrest bearing debt internal | - | 19 003 | - | 19 003 | - |
| Cash | 49 037 | 4 850 | 551 239 | - | 605 125 |
Revenues from transactions between the Production and Develop segments, where Cloudberry is deemed to hold a controlling interest, are presented as within the group revenues in the segment reporting and eliminated in the consolidated statement of profit or loss. These transactions and other group transactions are based on international contract standards and terms negotiated at arm's length.
The tables below show the proportionate segment reporting with reconciliation to the consolidated accounts, for the periods H1-2021, H1-2020 and FY2020.
| H1 2021 NOK 1 000 |
Production | Develop | Corporate | Total Proportionate |
Elimination of equity consolidated entities |
Other eliminations |
Total Consolidated |
|---|---|---|---|---|---|---|---|
| Total revenue | 18 288 | 4 809 | - | 23 097 | -10 526 | - | 12 570 |
| Operating expenses ex depreciations and amortisations |
-9 537 | -14 849 | -15 838 | -40 225 | 5 230 | - | -34 995 |
| Net income/(loss) from associated companies |
- | - | - | - | 1 109 | - | 1 109 |
| EBITDA | 8 751 | -10 040 | -15 838 | -17 128 | -4 187 | -21 316 | |
| Depreciation and amortisation |
-6 888 | -116 | -519 | -7 522 | 4 579 | - | -2 944 |
| Operating profit (EBIT) | 1 863 | -10 156 | -16 358 | -24 651 | 391 | - | -24 259 |
| Net financial items | -3 473 | 636 | -4 725 | -7 561 | -293 | - | -7 854 |
| Profit/(loss) before tax | -1 610 | -9 520 | -21 082 | -32 212 | 98 | - | -32 113 |
| Total assets | 1 107 425 | 311 588 | 1 367 870 | 2 786 882 | -268 374 | -81 690 | 2 436 818 |
| Interest bearing debt | 577 328 | 82 223 | - | 659 551 | -369 825 | -82 223 | 207 504 |
| Cash | 27 828 | -18 968 | 1 280 256 | 1 289 116 | -212 602 | - | 1 076 514 |
| NIBD | 549 501 | 101 191 | -1 280 256 | -629 565 | -157 223 | - | -869 011 |
| H1 2020 NOK 1 000 |
Production | Develop | Corporate | Total Proportionate |
Elimination of equity consolidated entities |
Other eliminations |
Consolidated |
|---|---|---|---|---|---|---|---|
| Total revenue | 2 335 | 93 | 118 | 2 546 | - | - | 2 546 |
| Operating expenses ex depreciations and amortisations |
-2 628 | -3 486 | -3 635 | -9 749 | - | - | -9 749 |
| Net income/(loss) from associated companies |
- | - | - | - | - | - | - |
| EBITDA | -293 | -3 393 | -3 517 | -7 202 | - | - | -7 203 |
| Depreciation and amortisation |
-1 079 | -181 | -351 | -1 611 | - | - | -1 611 |
| Operating profit (EBIT) | -1 371 | -3 574 | -3 868 | -8 813 | - | - | -8 814 |
| Net financial items | 51 | -1 490 | 123 | -1 316 | - | -1 591 | -2 907 |
| Profit/(loss) before tax | -1 320 | -5 064 | -3 745 | -10 129 | - | -1 591 | -11 721 |
| Total assets | 112 661 | 193 466 | 159 933 | 466 060 | - | -28 500 | 437 560 |
| Interest bearing debt | 27 833 | 28 500 | - | 56 333 | - | -28 500 | 27 833 |
| Cash | 36 092 | 2 876 | 153 149 | 192 117 | - | - | 192 117 |
| NIBD | -8 259 | 25 624 | -153 149 | -135 784 | - | - | -164 284 |
| FY 2020 NOK 1 000 |
Production | Develop | Corporate | Total Proportionate |
Elimination of equity consolidated entities |
Other eliminations |
Consolidated |
|---|---|---|---|---|---|---|---|
| Total revenue | 5 122 | 93 | 118 | 5 333 | -1 493 | -200 | 3 640 |
| Operating expenses ex depreciations and amortisations |
-7 085 | -8 395 | -16 355 | -31 835 | 1 930 | - | -29 906 |
| Net income/(loss) from associated companies |
- | - | - | - | -3 556 | - | -3 556 |
| EBITDA | -1 963 | -8 302 | -16 237 | -26 503 | -3 119 | -200 | -29 822 |
| Depreciation and amortisation |
-4 066 | -203 | -870 | -5 139 | 1 849 | - | -3 289 |
| Operating profit (EBIT) | -6 029 | -8 505 | -17 108 | -31 642 | -1 270 | -200 | -33 111 |
| Net financial items | -1 826 | -294 | -152 | -2 272 | 1 270 | -139 | -1 142 |
| Profit/(loss) before tax | -7 855 | -8 799 | -17 260 | -33 914 | - | -339 | -34 253 |
| Total assets | 702 450 | 208 347 | 593 940 | 1 504 737 | -107 922 | 46 | 1 396 861 |
| Interest bearing debt | 498 776 | 19 003 | - | 517 778 | -235 742 | -18 829 | 263 207 |
| Cash | 92 608 | 4 850 | 551 239 | 648 697 | -43 571 | - | 605 126 |
| NIBD | 406 168 | 14 153 | -551 239 | -130 918 | - | - | -341 919 |
On 13 January 2021, Cloudberry Production AS acquired 100% of the shares of Selselva Kraft AS. Selselva Kraft AS is a producing hydropower plant located in Sunnfjord municipality in Vestland county with an expected annual production (normalized) of 20 GWh.
The total purchase price of NOK 65.0 million was paid in cash and was financed by the Private Placement announced 14 December 2020.
Selselva Kraft AS was consolidated in the Group accounts from 13 January 2021.
On 30 June 2021, Cloudberry Production AS completed the acquisition of 100% of the shares of Nessakraft AS. Nessakraft AS is now a producing hydropower plant which has completed the commissioning period (construction completion in December 2020). The hydropower plant is located in Balestrand, Vestland county with an expected annual production (normalized) of 34 GWh.
The total purchase price of NOK 73.4 million was paid in cash and was equity financed.
Nessakraft AS was consolidated in the Group accounts from 30 June 2021.
On 30 June 2021, Cloudberry Production AS completed the acquisition of 100% of the shares of Bjørgelva Kraft AS. Bjørgelva Kraft AS is now a producing hydropower plant which has completed the commissioning period (construction completion in December 2020). The hydropower plant is located in Sørreisa, Troms og Finnmark county with an expected annual production (normalized) of 7 GWh.
The total purchase price of NOK 10.0 million was paid in cash and was equity financed.
Bjørgelva Kraft AS was consolidated in the Group accounts from 30 June 2021.
The table below shows the preliminary purchase price allocation for the acquisitions in H1 2021:
| NOK 1 000 | Selselva Kraft AS |
Nessakraft AS |
Bjørgelva Kraft AS |
Total |
|---|---|---|---|---|
| Acquisition date | 13.01.2021 | 30.06.2021 | 30.06.2021 | - |
| Voting rights/shareholding acquired through the acquisition | 100 % | 100 % | 100 % | - |
| Total voting rights after the acqusition | 100 % | 100 % | 100 % | - |
| Non controlling interests | - | - | - | - |
| Consideration | ||||
| Cash | 65 011 | 73 433 | 10 035 | 148 480 |
| Shares | - | - | - | - |
| Total acquisition cost | 65 011 | 73 433 | 10 035 | 148 480 |
| Book value of net assets (se table below) | 6 274 | 30 646 | 7 739 | 44 659 |
| Identification of excess value. attributable to: | ||||
| Inventory | - | - | - | - |
| Property, plant and equipment | 75 932 | 54 856 | 2 944 | 133 732 |
| Other | -2 280 | - | - | -2 280 |
| Gross excess value | 73 652 | 54 856 | 2 944 | 131 452 |
| Deferred tax on excess value | -16 204 | -12 068 | -648 | -28 919 |
| Net excess value | 57 449 | 42 787 | 2 296 | 102 533 |
| Fair value of net acquired assets excluding goodwill | 63 723 | 73 434 | 10 035 | 147 191 |
| Of which | ||||
| Non controlling interest | - | - | - | - |
| Controlling interests | 63 723 | 73 434 | 10 035 | 147 191 |
| Total acquisition cost | 65 011 | 73 433 | 10 035 | 148 480 |
| Fair value of net aquired assets ex goodwill (controlling interests) | 63 723 | 73 434 | 10 035 | 147 191 |
| Goodwill | 1 289 | - | - | 1 289 |
Goodwill of NOK 1.3m related to Selselva Kraft AS is not tax deductible.
The table show the book value of net acquired assets in H1 2021:
| NOK 1 000 | Selselva Kraft AS |
Nessakraft AS |
Bjørgelva Kraft AS |
Total |
|---|---|---|---|---|
| Property, plant and equipment | 52 089 | 111 795 | 30 487 | 194 370 |
| Other non-current assets | 207 | - | 137 | 344 |
| Financial non-current assets | - | - | - | - |
| Inventory | - | - | - | - |
| Other current assets | 1 759 | 84 | 27 | 1 871 |
| Cash and cash equivalents | 5 288 | 17 916 | 1 566 | 24 770 |
| Acquired assets | 59 344 | 129 795 | 32 217 | 221 356 |
| Interest bearing debt, long term | 49 282 | 87 000 | 24 347 | 160 629 |
| Current liabilities | 2 397 | 12 149 | 131 | 14 676 |
| Deferred tax liability | 1 392 | - | - | 1 392 |
| Other | - | - | - | - |
| Net asset value aquired assets | 6 274 | 30 646 | 7 739 | 44 659 |
| Total acquisition cost | 65 011 | 73 433 | 10 035 | 148 480 |
| Non cash consideration | - | - | - | - |
| Cash consideration | 65 011 | 73 433 | 10 035 | 148 480 |
| Cash in acquired company | -5 288 | -17 916 | -1 566 | -24 770 |
| Net cash outflow at acquisition | 59 723 | 55 518 | 8 469 | 123 710 |
The acquired subsidiaries are consolidated in the Group accounts from the acquisition date. The table below show the profit and loss statements in the company accounts in 2021 which are not included in the Cloudberry consolidated accounts.
| NOK 1 000 | Selselva Kraft AS |
Nessakraft AS |
Bjørgelva Kraft AS |
Total |
|---|---|---|---|---|
| Acquisition date | 13.01.2021 | 30.06.2021 | 30.06.2021 | |
| Gross revenue from 1.1.2021 untill takeover | 121 | 3 541 | 351 | 4 013 |
| Salaries from 1.1.2021 untill takeover | - | - | - | - |
| Other operating expenses from 1.1.2021 untill takeover | -57 | -1 215 | -463 | -1 735 |
| Depreciotions from 1.1.2021 untill takeover | - | -396 | -153 | -549 |
| Net finance from 1.1.2021 untill takeover | - | -854 | -314 | -1 167 |
| Tax expenses from 1.1.2021 until takeover | - | -237 | 127 | -109 |
| Net income before acquisition not recognized in the Group accounts | 64 | 840 | -451 | 453 |
The table below show the Group pro forma EBITDA figures if the acquired companies had been fully consolidated from 1 January 2021.
| EBITDA | -21 316 | 2 278 | -19 037 |
|---|---|---|---|
| Net income from associated companies | 1 109 | - | 1 109 |
| Total operating expenses | -34 995 | -1 735 | -36 730 |
| Total revenues | 12 570 | 4 013 | 16 584 |
| NOK 1 000 | Cloudberry Group reported |
Not included from company accounts |
Pro-forma Group figures H1-2021 |
On 24 February 2021 Cloudberry Production AS acquired 100% of the shares in Skåråna Kraft AS. Skåråna Kraft AS is the owner of two hydropower plants under construction and the acquisition is classified as an asset acquisition in the consolidated accounts.
The two hydropower plants are located in Lund, Rogaland county. They are expected to commence production during fourthe quarter of 2021 and are expected to have an annual production at a normalized level of 14 GWh.
The total purchase price was NOK 23.7 million, of NOK 17 million was settled cash, while NOK 6 million has been held back because the purchase price will be subject to adjustments in case of cost overruns related to the construction projects. The final settlement is expected to be completed at the end of 2021.
The table below show the financial income and expenses included in the profit or loss statement
| NOK 1 000 | 1H 2021 | 1H 2020 | FY 2020 |
|---|---|---|---|
| Intrest income | 1 149 | 418 | 924 |
| Other financial income and exchange differences | 914 | - | 60 |
| Total financial income | 2 064 | 418 | 984 |
| NOK 1 000 | 1H 2021 | 1H 2020 | FY 2020 |
|---|---|---|---|
| Interest expense | 5 276 | 1 162 | 2 580 |
| Other financial expense and exchange differences | 5 497 | 2 882 | 1 284 |
| Capitalized interest | -855 | -719 | -1 739 |
| Total financial expense | 9 918 | 3 325 | 2 125 |
The cash effect of interest payments related to loans and borrowings was NOK 5.2 million. Other interest expenses are related to leasing and asset retirement obligations.
Included in other financial expenses and exchange differences is NOK 3.5 million related to the listing on Oslo Stock Exchange main list in June 2021.
Cloudberry has entered into interest swap agreements related to the loan facilities on producing power plants. These derivatives are designated as hedging instruments and accounted with hedge accounting. Please see note 10 and 11 in the annual report for 2020 for details about financial instruments and hedge accounting.
The table below show the fair value of the derivatives included in the balance sheet. The derivative liability is classified and presented together with long-term interest-bearing debt. See note 9 in this report.
| NOK 1 000 | 30.06.2021 | 31.12.2020 |
|---|---|---|
| Derivative financial instrument asset | 4 596 | 1 322 |
| Derivative financial instrument liability | -1 129 | -173 |
The table below shows the split of PPE into producing power plants, assets under construction, other equipment and right-to-use lease assets.
| Producing power |
Power plant under |
Right to use - lease |
|||
|---|---|---|---|---|---|
| NOK 1 000 | plants | construction | Equipment | asset | Total |
| Accumulated cost 1.1.2021 | 58 476 | 6 008 | 1 975 | 5 149 | 71 608 |
| Additions from business combinations during the year | 319 706 | 47 334 | - | 405 | 367 445 |
| Additions during the year | - | 87 692 | 925 | 751 | 89 368 |
| Transfer between groups | - | -1 900 | - | - | -1 900 |
| Transfer from inventory | - | 43 742 | - | - | 43 742 |
| Cost of disposed assets | - | - | -683 | - | -683 |
| Effects of movement in foreign exchange | - | 84 | -76 | - | 8 |
| Accumulated cost at 30.06.2021 | 378 182 | 182 960 | 2 141 | 6 305 | 569 588 |
| Accumulated depreciations and impairment losses at 1.1.2021 | 10 793 | - | 1 531 | 858 | 13 182 |
| Accumulated depreciations acquired assets during the year | 5 548 | - | - | - | 5 548 |
| Depreciations for the year | 2 310 | - | 116 | 518 | 2 944 |
| Impairment losses | - | - | - | - | - |
| Accomulated depreciations and impairment losses disposed assets | - | - | -683 | - | -683 |
| Effects of movements in foreigs exchange | - | - | -66 | - | -66 |
| Accumulated depreciations and impairment losses at 30.06.2021 | 18 651 | - | 898 | 1 376 | 20 925 |
| Carrying amount at 30.06.2021 | 359 531 | 182 960 | 1 243 | 4 929 | 548 663 |
| Estimated useful life (years) | 25-40 | N/A | 5-10 | 5-50 | - |
On 13 January Cloudberry acquired Selselva Kraft, and on 30 June Cloudberry acquired Nessakraft and Bjørgelva Kraft, these are fully consolidated in the balance sheet and are included under producing power plants in the table above. Other producing power plants are Røyrmyra and Finnesetbekken. The 14 producing hydro power plants included in the Forte portfolio are equity consolidated and hence not included in the table.
Power plants under construction are projects with construction permit and where final investment decision (FID) has been made. In June Cloudberry made the final investment decision on the inhouse developed Hån Vindpark project located in Sweden, in relation to the investment decision the book value of the inventory was reclassified to PPE and assets under construction. Other projects classified as power plants under construction are Skåråna Kraft,
a construction project acquired on 24 February 2021, and costs related to the agreements to acquire Åmotsfoss Kraft and Ramsliåna Kraft, which is expected to be completed in the second half of 2021. The investment in Odal Vind which is under construction is equity consolidated and hence not included in the table.
The total amount of contractual obligations related to the projects Hån windpark and Skåråna, is EUR 32.5m and NOK 58m respectively, of which EUR 6m and NOK 20m is already invested and reflected in the table above.
Right to use lease assets include office lease and fixed amount fall lease on power plants. For further details about lease, please see note 2 and 25 in the annual report for 2020.
Inventories consist of the capitalized costs related to development projects and inventory of government grants of e-certificates and guarantees of origin.
| NOK 1 000 | 30.06.2021 | 31.12.2020 |
|---|---|---|
| Projects | 152 441 | 196 021 |
| Government grants | - | 8 |
| Total | 152 441 | 196 028 |
The table on next page shows the split of project inventory in projects with construction permit and project back log. The main projects with construction permit are the wind project Duvhallen and the shallow water project Stenkalles (Revind Vänern). On the wind project Hån a final investment decision was made in June and it has therefore been transferred to property plant and equipment.
The backlog is a significant and risked project portfolio of exclusive projects in Norway and Sweden. Included in the carrying amount is capitalized external costs related to the projects, salary to the employees working with the project development and borrowing costs.
| NOK 1 000 | Projects - with construction permit |
Projects - Backlog |
Total |
|---|---|---|---|
| Project inventory 01.01 | 162 537 | 33 484 | 196 021 |
| Acqusitions during the year | - | - | - |
| Capitalization (salary, borrowing cost, other expenses) | 2 672 | 1 150 | 3 823 |
| Realized | - | - | - |
| Transfer to PPE | -43 742 | - | -43 742 |
| Write down current year | - | - | - |
| Effects of movements in foreigs exchange | -3 631 | -29 | -3 660 |
| Project inventory 30.06. | 117 836 | 34 605 | 152 441 |
Capitalized costs in first half of 2021 consists of NOK 0.9 million in borrowing costs, NOK 0.6 million in salaries and NOK 2.4 million in external fees.
Expenses related to research activities (project opportunities) are recognised in the statement of profit or loss as they incur. Expenses related to development activities (backlog) are capitalised to the extent that the project qualifies for asset recognition, the Group is technically and commercially viable and has sufficient resources to complete the development work.
For Cloudberry asset recognition of project inventory is done when Cloudberry has a contract with a landowner which gives Cloudberry the exclusive right to
continue developing the project and enter a concession application process. Before contract signing and asset recognition, the projects is assessed if it meets the major key success prerequisites and it must also meet the criteria for expected future economic benefits, either from a project sale or from an in-house owned power producing power plant.
The development projects are part of the Develop business segment and are mainly held for trading. A project can be reclassified to held for own use if it is selected to keep as long-term producing asset. When a project is ready to build, and Cloudberry makes the final investment decision (FID), the projects will be reclassified to property, plant and equipment and accounted according to IAS 16.
Cloudberry acquired 34% of Forte in November 2020. Forte owns 13 producing hydro power assets and one power offtake agreement in Norway, with a combined annual production of around 85 GWh net to Cloudberry. The hydro power assets have an average license life of minimum 50 years.
Cloudberry is the local manager of the Forte portfolio and delivers management services to Forte. Cloudberry has secured appropriate and customary governance mechanisms and rights for its 34% minority share interest. The majority owner of Forte is Fontavis Forte HYDRO S.A R.L. Fontavis is a part of the Swiss Life group.
In December 2020 Cloudberry acquired 15% of the Odal windfarm with an option to increase the ownership up to 33.4% which expired on 30 June 2021. Cloudberry has called this option and the transaction took place on 6 July.
The Odal windfarm is currently under construction in Innlandet, Norway. Installation of 34 turbines with up to 163 MW capacity is expected to be completed within year-end 2021 with electricity production commencing in Q1 2022. The windfarm is constructed together with local and well-known partners KLP and Akershus Energi.
The table shows the summarized investments in associated companies included in the Groups balance sheet as of 30 June:
| Name of Entity | Place of business |
Consolidated economic interest H1 2021 |
Segment | Princippal Activities | |
|---|---|---|---|---|---|
| Forte Energy Norway AS with SPV's. | Assosiated company | Norway | 34 % | Production | Hydro power |
| Odal Vind AS | Assosiated company | Norway | 15 % | Production | Wind power under construction |
The table show the summarised financial information in the Groups accounts for associated companies for first half of 2021. The investments are accounted for using the equity method.
| Forte Energy | |||
|---|---|---|---|
| NOK 1 000 | Norway AS | Odal Vind AS | Total |
| Book value as 1 January 2021 | 233 995 | 103 086 | 337 081 |
| Additions of invested capital | - | 92 102 | 92 102 |
| Share of Profit/loss for the year | 2 882 | -362 | 2 520 |
| Depreciation of excess value | -1 411 | - | -1 411 |
| Dividend paid to the owners | - | - | - |
| Currency translation differences | - | - | - |
| Items charges to equity | - | - | - |
| Book value at 30 June 2021 | 235 466 | 194 826 | 430 291 |
The table shows the summarized financial information for the equity accounted companies. The figures apply to 100% of the companies' operations.
| H1 2021 | ||||||
|---|---|---|---|---|---|---|
| NOK 1 000 | Forte Energy Norway AS |
Odal Vind AS | Total | Forte Energy Norway AS |
Odal Vind AS | Total |
| Revenue | 30 960 | - | 30 960 | 4 391 | 1 900 | 6 291 |
| Operating profit | 7 248 | -2 236 | 5 012 | -4 988 | -4 445 | -9 433 |
| Profit for the period | 8 477 | -2 394 | 6 083 | -8 723 | -3 400 | -12 123 |
| Total non current assets | 946 117 | 998 576 | 1 944 693 | 896 275 | 458 704 | 1 354 979 |
| Total current assets | 27 646 | 51 005 | 78 651 | 61 129 | 47 391 | 108 520 |
| Total cash and cash equivalents | 24 920 | 1 344 499 | 1 369 419 | 32 072 | 217 778 | 249 850 |
| Long term debt | 691 400 | 898 326 | 1 589 725 | 693 360 | - | 693 360 |
| Short term debt | 17 562 | 258 229 | 275 791 | 23 174 | 84 524 | 107 698 |
| Equity | 289 721 | 1 237 526 | 1 527 247 | 272 942 | 639 349 | 912 291 |
The table shows Cloudberry's share of the summarized financial information on a line for line basis for the equity accounted companies.
| H1 2021 | FY 2020 | ||||||
|---|---|---|---|---|---|---|---|
| Forte Energy | Forte Energy | ||||||
| NOK 1 000 | Norway AS | Odal Vind AS | Total | Norway AS | Odal Vind AS | Total | |
| Revenue | 10 526 | - | 10 526 | 1 493 | - | 1 493 | |
| Operating profit | 2 464 | -335 | 2 129 | -1 696 | - | -1 696 | |
| Profit for the period | 2 882 | -359 | 2 523 | -2 966 | - | -2 966 | |
| Total non current assets | 321 680 | 149 786 | 471 466 | 304 733 | 68 806 | 373 539 | |
| Total current assets | 9 400 | 7 651 | 17 050 | 20 784 | 7 109 | 27 892 | |
| Total cash and cash equivalents | 8 473 | 201 675 | 210 148 | 10 905 | 32 667 | 43 571 | |
| Long term debt | 235 076 | 134 749 | 369 825 | 235 742 | - | 235 742 | |
| Short term debt | 5 971 | 38 734 | 44 706 | 7 879 | 12 679 | 20 558 | |
| Equity | 98 505 | 185 629 | 284 134 | 92 800 | 95 902 | 188 703 |
In March 2021 the Group signed a term loan facility with SpareBank 1 SR-Bank ASA of NOK 400 million, and a related revolving credit facility of NOK 300 million.
The Group has the following long-term loan agreements as per 30 June 2021.
| NOK 1 000 | 30.06.2021 | 31.12.2020 |
|---|---|---|
| Total bank loan related to power plants | 206 375 | 26 266 |
| Reclassified principal payment to short term interest bearing loans and borrowings | -6 212 | - |
| Derivative liability realted to hedge accounting | 1 129 | 173 |
| Total long term interest bearing loans and borrowings | 201 292 | 26 440 |
The term loan facility has refinanced the two existing term loans related to Røyrmyra and Finnesetbekken, amounted to NOK 26.4 million, and in relation to the acquisition of Selselva Kraft AS, the Group withdrew NOK 49.3 million from the facility to refinance long term debt in Selselva Kraft. The total amount withdrew from the term loan facility as per 30 June is NOK 95 million, this also includes drawn construction financing of NOK 20 million related to the construction of Skåråna hydro power plant.
In relation to the acquisition of Nessakraft AS and Bjørgelva Kraft AS, the Group will withdraw NOK 111 million from the facility to refinance long term debt in these companies.
The interest rate on the term loan is 3 months NIBOR pluss margin of 1.94%.
The covenants related to the term loan and revolving credit facility are related to minimum equity and equity/debt ratio in Cloudberry Clean Energy ASA and in Cloudberry Production AS, and a minimum cash NOK 30 million at Group level. The Group is not in any covenant breach.
The table shows the types of guarantees given and if they are included or not in the balance sheet.
| NOK 1 000 | Balance sheet item | Maturity date | 30.06.2021 | 31.12.2020 | |
|---|---|---|---|---|---|
| Guarantee Odal Vind | Escrow account | Current assets | H2 2021 | 152 422 | 152 422 |
| Bank guarantee to Axpo | Bank guarantee | Off-balace | February 2022 | 4 720 | 4 858 |
| Bank guarantee Marker Vindpark | Bank guarantee | Off-balace | August 2022 | 7 586 | 7 586 |
| Guarantees for office rent | Escrow account | Non-current financial asset | February 2025 | 651 | 651 |
| Total guarantees and deposits | 492 458 | 165 518 |
The guarantee related to Odal Vind is related mainly to Cloudberrys proportionate share (15%) of a guarantee to the turbine provider Siemens Gamesa. The escrow account will be replaced with a guarantee using the revolving credit faciality in SR Sparebank 1 from July 2021. Then the guaranteed amount will represent the increased ownership share, 33.4%.
The Group has entered into a corporate account agreement with SpareBank 1 SR-Bank in June 2020 for the Norwegian companies. No credit facility is incorporated in this agreement, but a larger facility with SpareBank 1 SR-Bank was completed in March 2021, see note 9.
| NOK 1 000 | 30.06.2021 | 31.12.2020 |
|---|---|---|
| Bank deposits | 545 456 | 554 556 |
| KLP fund | 531 058 | 50 570 |
| Total cash and cash equivalents | 1 076 514 | 605 126 |
The KLP fund is a short-term placement and is readily convertible to cash.
Restricted cash related to escrow account for supplier payment to Odal Wind of NOK 152.4m and tax withholdings of NOK 0.5m is not included in cash and cash equivalents, this is classified as other current assets per 30 June (NOK 153m as per 31 December).
A deposit for office rent of NOK 0.7m is classified as a non-current financial asset.
The table below show the income tax expense (income) in the statement of profit or loss.
| NOK 1 000 | H1 2021 | H1 2020 | 2020 |
|---|---|---|---|
| Income tax payable | - | - | - |
| Change in deferred income tax | 199 | 53 | 387 |
| Tax expense in the income statement | 199 | 53 | 387 |
| Effective tax rate | |||
| Profit before income tax | -32 114 | -11 721 | -34 253 |
| Equivalent tax rate | 1 % | - | 1 % |
The Group has not recognised a tax asset related to the tax loss carried forward on this year's loss.
The table below show the movement in the deferred tax liability in the statement of financial position from 31 December 2020 to 30 June 2021
| Net deferred tax libility at 30.06.2021 | 51 126 |
|---|---|
| Other and currency translation differences | -725 |
| Deferred tax from acquired business | 1 253 |
| Deferred tax on excess values from business combinations and acqusitions | 36 622 |
| Deferred tax on financial instruments recognised in OCI | 507 |
| Reversal of deferred tax liability (recognised in the statement of profit and loss) | -199 |
| Net deferred tax libility at 01.01.2021 | 13 668 |
| NOK 1 000 |
As per 30 June 2021 the Group has recorded a valuation allowance of NOK 150.5 million related to tax losses carried forward, which is not included in the recognised deferred tax asset.
The Group's related parties include the Company and its subsidiaries, as well as members of the Board of Directors, members of Management and their related parties. Related parties also include companies in which the individuals mentioned in this paragraph have significant influence.
All transactions are on arm's length basis and done in the ordinary course of business.
In first half year of 2021 the following related party transactions have been entered compared with information given in the annual report for 2020:
· Agreement related to operations of producing power plants with Captiva Asset Management (Cloudberry's chairperson is an indirect owner in Captiva Asset Management). The agreement as a value of less than NOK 1 million and was approved by Cloudberry's Board in a board meeting held 23 March 2021, without the chairperson present.
Other than the mentioned agreement, no other new transactions with related parties have been entered into in the period following 31 December 2020.
The consultant agreement with CCPartner AS (Chairman of the Board) was terminated in April 2021.
On 7 July the financial close and transfer of the shares for Odal Vind AS was completed. The option agreement signed 23 December 2020 to increase ownership from 15% to 33.4% was called at the expiration date, 30 June 2021. Payment for the shares was NOK 239.7 million, and was cash settled. Cloudberry Production now holds a 33.4% ownership share in Odal Vind AS.
The Odal windfarm is currently under construction in Innlandet, Norway and will be in full operation during first half 2022. The windfarm is developed together with experienced and local partners KLP and Akershus Energi.
In relation to the increased ownership share Cloudberry has increased its guarantee to the turbine supplier to the proportionate share of 33.4%. This amounts to EUR 31.2 million and is covered by the revolving credit facility in SR Sparebank 1 and will replace the restricted escrow amount of NOK 152 million.
On 8 July new share capital was registered with the Norwegian Register of Business Enterprises (Nw.: Foretaksregisteret). The Company`s share capital has been increased by NOK 700,000 by the issuance of 2,800,000 new shares ("Subsequent offering" 2,000,000 new shares, and "retail offering" 800,000 new shares).
For further information about related party transactions, refer to the annual report for 2020, note 27.
The Company's new share capital is NOK 48,466,334.00 divided among 193,865,336 shares, each with a nominal value of NOK 0.25. Each share carries one vote.
The gross proceeds from the offerings were NOK 25 million from "Subsequent offering" and NOK 10 million from the "Retail offering".
In June Cloudberry made a Final investment decision (FID) on Hån Vindpark. All supplier contracts are secured and in the beginning of August the construction work started and is moving forward.
On 19 August Cloudberry Production has signed a Share Purchase Agreement (SPA) to purchase Usma Kraft AS, a hydropower company in Norway. Usma Kraft hydropower plant is located in Selbu municipality in Trøndelag county and produces from the water in lake Usme and Gardåa river. The expected annual production is 25.5 GWh (9 MW).
Financial close was 20 August 2021.
We confirm to the best of our knowledge, that the condensed interim financial statement for the first-half of 2021 has been prepared in accordance with IFRS as adopted by EU, and that the information gives a true and fair view of the company's assets, liabilities, financial position and result for the period. We also confirm that presented information provides a fair overview of important events that have occurred during the period and their impact on the financial statements, key risk and uncertainty factors that Cloudberry's is facing during the next accounting period.
Oslo, 24 August 2021
The Board of Directors of Cloudberry Clean Energy ASA
Frank J. Berg Chair of the Board
Benedicte Fossum Board member
Morten Bergesen Board member
Liv Lønnum Board member
Petter W. Borg Board member
Anders J. Lenborg CEO Cloudberry Clean Energy ASA
The alternative performance measures (abbreviated APMs) that hereby are provided by Cloudberry are a supplement to the financial statements that are prepared in accordance with IFRS. This is based on the Group's experience that APMs are frequently used by analysts, investors, and other parties for supplement information.
The purpose of the APMs, both financial and nonfinancial, is to provide an enhanced insight to the operations, financing, and future prospect for the Group. Management also uses these measures internally for key performance measures (KPIs). They represent the most important measures to support the strategy goals. Financial APMs should not be considered as a substitute for measures of performance in accordance with IFRS. APMs are calculated consistently over time and are based on financial data presented in accordance with IFRS and other operational data as described below. The Group uses the following financial APMs:
| Measure | Description | Reason for including |
|---|---|---|
| EBITDA | EBITDA is net earnings before interest, tax, depreciation, amortisation & impairments. |
Shows performance regardless of capital structure, tax situation or effects arising from different depreciation methods. Management believes the measurement enables an evaluation of operating performance. |
| EBIT incl. associated companies |
EBIT is net earnings before interest and tax. |
Shows performance regardless of capital structure and tax situation. Management believes the measurement enables an evaluation of operating performance. |
| Net interest-bearing debt (NIBD) |
Net interest-bearing debt is interest bearing debt, less cash and cash equivalents. IFRS 16 leasing liabilities are not included in the net interest-bearing debt. |
Shows the interest-bearing debt position of the company adjusted for the cash position. Management believes the measure provides an indicator of net indebtedness and risk. |
| Equity ratio | Equity ratio equals total equity divided by total assets |
Shows the equity relative to the assets. Management believes the measurement enables an evaluation the financial strength and an indicator of risk. |
| NOK 1 000 | H1 2021 | H1 2020 | 2020 |
|---|---|---|---|
| EBITDA, incl associated companies | -21 316 | -7 203 | -29 882 |
| EBIT, incl associated companies | -24 260 | -11 721 | -33 111 |
| Equity ratio | 84.5 % | 84.7 % | 75.5 % |
| Net interest bearing debt | -869 011 | -164 284 | -341 919 |
| NOK 1 000 | H1 2021 | H1 2020 | 2020 |
|---|---|---|---|
| Long-term interest bearing debt | 201 292 | 27 833 | 26 440 |
| Short-term interest bearing debt | 6 212 | - | 236 767 |
| Cash and cash equivalent | -1 076 514 | -192 118 | -605 126 |
| Net interest bearing debt | -869 011 | -164 284 | -341 919 |
| NOK 1 000 | H1 2021 | H1 2020 | 2020 |
| Operating profit (EBIT) | -24 260 | -8 814 | -33 111 |
| Depreciation and amortizations | 2 944 | 1 611 | 3 289 |
| EBITDA | -21 316 | -7 203 | -29 822 |
The Group's segment financials are reported on a proportionate basis. The consolidated revenues and profits are mainly generated in the Production segment. Activities in the Development segment will vary between deliveries to 3. parties or other companies controlled by Cloudberry where revenues and profits are eliminated in the Consolidated Financial Statements.
The Group introduces Proportionate Financials as the Group is of the opinion that this method improves transparency and earnings visibility. The key differences between the proportionate and the consolidated IFRS financials are that associated companies are included in the financial accounting lines with the respective proportionate ownership share, while in the consolidated financials associated companies are consolidated with the equity method, another difference is that internal gains are eliminated in the consolidated financials but are retained in the proportionate financials.
The consolidated financials are presented on a 100% basis for all subsidiaries, while the proportionate financials are presented based on Cloudberry's ownership percentage. In the consolidated financials, associated companies are equity consolidated and are presented with Cloudberry's share of the net profit or loss on a single line in the statement of profit or loss. In the proportionate financials the associated companies are presented with Cloudberry proportionate share in each accounting line in the profit or loss statement and share of assets and net debt.
To arrive at the proportionate operating profit (EBIT) from the consolidated operating profit the Group has: (1H 2020 and FY2020 figures in brackets)
To arrive at the proportionate total assets and net interest-bearing debt from the consolidated financial position the Group has: (1H 2020 and FY2020 figures in brackets)
· A) Replaced the asset value of associated companies of NOK 430m (NOK 0m, NOK 337m) with Cloudberry's share of the balance sheet item in the associated companies, total assets NOK 699m (NOK0, NOK 445m), interest bearing debt NOK 370m (NOK 0, NOK 236m), cash and cash equivalents NOK 212m (NOK 0, NOK 44m).
· B) Added internal debt and assets of NOK 82m (NOK 29m, NOK 19m) which are eliminated in the Group consolidated accounts.
| Measure | Description | Reason for including |
|---|---|---|
| Power Production | Power delivered to the grid over the defined time period (one year). Units are measured in GWh. Example A typical 4 MW turbine produces 3,000 full-load hours during a year. 4 MW x 3,000 hours = 12,000 MWh or 12 GWh. For illustration, according to the International Energy Agency1 ("IEA") the electrical power consumption per capita in Europe is approximately 6 MWh per year. For power production estimates it is used normalised annual level of power production (GWh). This may deviate from actual production within a single 12 month period, but is the best estimate for annual production over a period of several years. Defined as "Normalized production". |
Shows Cloudberry's total production in GWh for the full year including the proportionate share of the production from Cloudberry's associated companies. |
| Production & under construction, secured |
At the time of measure, the estimated power output of the secured production and under construction portfolio. The measure is at year-end. Units are measured in MW. |
Shows Cloudberry's total portfolio of secured projects that are either producing or under construction. |
| Construction Permits | At the time of measure, the estimated total power output to be installed in projects with construction permit. Construction Permit is at the stage when concession has been granted, but before a final investment decision has been made. The measure is at year-end. Units are measured in MW. |
Shows Cloudberry's total portfolio of projects with construction permit. |
| Backlog | At the time of measure, the estimated total effect to be installed related to projects that are exclusive to the Group and in a concession application process. The measure is at year-end. Units are measured in MW |
Shows Cloudberry's portfolio of project where Cloudberry has an exclusive right to the projects. The projects are still under development. |
| Direct emissions | Measure in tons of CO2 equivalents. The use of fossil fuels for transportation or combustion in owned, leased or rented assets. It also includes emission from industrial processes. |
Shows Cloudberry's direct emissions (Scope 1, GHG emissions) for the full year. |
| Indirect emissions | Measure in tons of CO2 equivalents. Related to purchased energy; electricity and heating/cooling where the organisation has operational control. The electricity emission factors used are based on electricity production mixes from statistics made public by the IEA. Emissions from value chain activities are a result of the Group's upstream and downstream activities, which are not controlled by the Group. Examples are consumption of products, business travel, goods transportation and waste handling. |
Shows Cloudberry's indirect emissions (Scope 2 and Scope 3, GHG emissions) for the full year. |
| CO2 reduction | Refers to the reduction of greenhouse gas emissions relative to baseline emissions from the European electricity mix (EU-27 electricity mix, IEA 20202 ). |
Shows Cloudberry's reduction of greenhouse gases for the full year relative to the European Electricity mix after the direct and indirect emissions from Cloudberry's operation is subtracted |
1) https://www.iea.org/data-and-statistics/?country=WEOEUR&fuel=Energy%20consumption&indicator=ElecConsPerCapita (accessed 14 June 2021) 2) https://www.iea.org/data-and-statistics/charts (accessed 6 May 2021)
Cloudberry Clean Energy ASA Frøyas gate 15 0273 Oslo, Norway
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