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Cinis Fertilizer AB

Annual Report Feb 13, 2025

6009_10-k_2025-02-13_028ece48-0457-4233-aa95-bedfa5598c51.pdf

Annual Report

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Year-end report January 1 – December 31, 2024

CHALLENGING START-UP YEAR WHERE SUSTAINABLE POTASSIUM SULFATE BECAME A REALITY

During the start-up year, Cinis has, with a fossil-free process, produced and sold thousands of tons of potassium sulfate of the highest quality. Potassium sulfate that now reduces the carbon footprint of growers in over 25 countries around the world. However, the year has been challenging in many ways. The production ramp-up has taken longer than expected and production disruptions during the start-up have led to lower revenues and higher one-time costs.

October – December 2024

  • Net sales amounted to SEK 25.2 million (-)
  • Operating profit/loss amounted to SEK -69.6 million (-14.0), negatively affected by one-off raw material losses
  • Profit/loss after financial items amounted to SEK -96.7 million (-11.3)
  • Earnings per share, before and after dilution, amounted to SEK -1.38 (-0.16)
  • Cash flow from operating activities after changes in working capital amounted to SEK -24.1 million (-19.9)

Significant events during the quarter

  • Cinis delivered another shipload of potassium sulfate and achieved a positive cash flow from operating activities in the month of October
  • Extraordinary general meeting in Cinis Fertilizer was held on October 31
  • Cinis established a green finance framework and successfully issued senior secured dark green bonds amounting to SEK 550 million. The funds are used to refinance existing debt, as well as general corporate purposes
  • Cinis delivered an additional shipload, for the first time with a turning vessel delivering inputs

January – December 2024

  • Net sales amounted to SEK 40.6 million (-)
  • Operating profit/loss amounted to SEK -130.9 million (-36.1), negatively affected by one-off raw material losses
  • Profit/loss after financial items amounted to SEK -166.8 million (-32.6)
  • Earnings per share, before and after dilution, amounted to SEK -2.30 SEK (-0.45)
  • Cash flow from operating activities after changes in working capital amounted to SEK -110.7 million (10.7)

Significant events after the quarter

  • Cinis published a listing prospectus for green bonds and applied for listing on the Nasdaq Sustainability List
  • Due to production disruptions and temporary congestion in the port, the company informed of lower sales and margin in Q4 2024
  • Cinis sent another shipload of potassium sulfate. The cargo amounted to approximately 3,900 tons
  • Cinis was granted local tax incentives in Kentucky
  • Cinis entered into a collaboration with Wa3rm. The intention is to investigate the possibility for Wa3rm to structure the financing of production facilities that Cinis then leases and operates

About Cinis Fertilizer

Cinis Fertilizer is a Swedish green-tech company producing an environmentally friendly mineral fertilizer, potassium sulphate (SOP), by, among other things, recycling waste products from battery manufacturing and recycling, as well as the pulp industry and other industries. The patent protected technology uses half as much energy as today's production methods and the result is a fertilizer with low carbon footprint, a unique and circular contribution enabling sustainable agriculture. FNCA Sweden AB is Certified Adviser. For further information please visit: www.cinis-fertilizer.com.

CEO'S COMMENT CHALLENGING START-UP YEAR WHERE SUSTAINABLE POTASSIUM SULFATE BECAME A REALITY

Jakob Liedberg, CEO and founder, Cinis Fertilizer AB.

When I look back on 2024, I do so primarily with great pride, but of course also with certain frustration and disappointment. We can conclude that the rampup of production has taken longer than we expected based on what was agreed with our technical supplier. We had very high ambitions early on for how quickly we could scale up and trim production. Even though we did not reach where we wanted, I can see that during a challenging start-up year, we have produced and sold thousands of tons of potassium sulfate of the highest quality, fossil-free. Potassium sulfate that now reduces the carbon footprint of growers in over 25 countries, around the world.

Building and starting up a completely new production facility, which is also the first of its kind in Sweden, is not easy and it takes time. Just over 18 months after groundbreaking, we sent a first shipload of potassium sulfate, which has since been distributed all over the world. I am the first to regret that we have had challenges during the ramp-up, but it is not entirely surprising. I can nevertheless state that what we have achieved so far is unique for an establishment of this kind, which all industrial players who have visited the facility also confirm. We have shown that we can produce at a rate of approximately 75,000 tonnes per year, but we still need to increase availability at this level and then increase capacity further. We are working systematically with our technical supplier to take the facility the last step up to full production rate, and are making continuous progress.

It is also clear that Northvolt's production challenges have had a significant impact on us during the year. Although we were able to secure sodium sulfate from other suppliers early on, the cost per ton was significantly higher than the Northvolt price we had planned for, as was the freight, which has affected profitability. A lot of time and effort has also been spent resuming old, and starting new, dialogues about recycling sodium sulfate. The problem of residual flows of sodium sulfate in industry is growing and we see a clear need for our solution, but it takes time to convert this into deliveries. In the long term, I am convinced that this too will be realized because circularity is increasing day by day in society, as more and more people support the idea. The collaboration with Ragn-Sells is an important first step and a milestone in the work to increase the share of residual flows and compensate for the cost increases brought about by Northvolt. The fact that we are paid to receive the sodium sulfate shows that our fundamental idea is viable and that we are solving a growing problem for industrial players.

Globally, major industrial investments are being made where our offering fits very well into the new industries that are emerging. We are in discussions with around twenty industrial partners for the supply of sodium sulfate to future production facilities after Ascend Elements. Among the players are leading battery manufacturers, chemical industries, and pulp mills in Europe, North America, Asia and Australia. These will be incorporated into an updated expansion plan.

In these discussions with the battery industry, we have also identified an opportunity to build on the circular business by refining our by-product sodium chloride into a circular sodium hydroxide, caustic soda, an important input and relatively large cost item in the production of battery materials. This has the potential to strengthen circularity and profitability for both us and the battery manufacturers.

Our opportunity with Wa3rm is one of several financing options we are evaluating to realize our expansion plans. Wa3rm shares our belief that the future lies in utilizing and creating value from waste streams, and together we can refine more and more waste streams, including sodium chloride and excess heat. We see a possible collaboration where Wa3rm structures the financing of the production facilities and Cinis then leases the facilities and operates the production as an attractive opportunity for Cinis and our shareholders. This would mean that we can grow faster with new production facilities without having to bear the capex investment ourselves.

We continue to see good conditions for our establishment in the USA with the new administration, but of course we are closely monitoring developments regarding possible policy changes and trade barriers. We experience great support for what we are doing locally and at the state level, where we have already been granted tax incentives for the planned facility. In addition, there are strong drivers to increase domestic production and ensure an increased degree of self-sufficiency, where mineral fertilizers can play an important role.

I would like to extend a big thank you to our employees for your fantastic commitment and hard work during a tough start-up year. I would also like to thank our partners, shareholders and financiers who have supported us. Together we have made sustainable potassium sulfate a reality. With your continued support, we will work tirelessly to bring the plant in Örnsköldsvik up to full capacity and then continue to build circular industry in more locations.

Jakob Liedberg, CEO

CLEARLY DEFINED GROWTH PLAN

About Cinis Fertilizer

Cinis Fertilizer is a Swedish green-tech company. The business concept is to produce a sustainable and environmentally friendly water-soluble mineral fertilizer, potassium sulfate, by, among other things, recycling industrial waste from the manufacture of electric car batteries and battery materials and from the pulp and paper industry.

Operational targets

In 2022, Cinis Fertilizer set operational targets to reach annual installed production capacity and production volume of potassium sulfate totaling 1.5 million metric tons by the end of 2030 by building six production facilities, of which three were directly connected to Northvolt. The production of potassium sulfate in the company's first plant is starting up. The second plant will be built in Hopkinsville, USA, and is planned to be commissioned in 2026 to match Ascend Element's production start and ramp-up. The company is in far-reaching discussions with around twenty potential industrial partners for the supply of sodium sulfate and upcoming establishments that could replace the previously communicated facilities connected to Northvolt.

In order to take advantage of secured contracts and handle supplies of inputs in an efficient manner, Cinis Fertilizer's production facilities will be located in strategic locations, with access to fossil-free electricity at favorable prices, close to, for example, electric car battery manufacturers and pulp mills to simplify the transport of inputs and to ports to simplify the distribution of sold products.

Circular strategy

Cinis Fertilizer is part of the circular economy. It is about using materials efficiently with reduced extraction of new raw materials and where disposal of waste at sea/land is avoided, so the lifetime and value of the materials increases in order to conserve the earth's resources. Cinis Fertilizer's products contribute to reducing agricultural emissions of greenhouse gases and strengthening global food production.

The circular strategy also means that Cinis Fertilizer intends to develop new and complementary offers to strengthen the business of existing and new customer categories.

  • Cinis Fertilizer's plant in Örnsköldsvik is up and running. The production capacity amounts to approximately 100,000 metric tons of potassium sulfate or 65,000 metric tons of sodium chloride per year at full production.

  • Cinis Fertilizer has three strategic focus areas for reaching its operational and financial targets:

  • Expand the inflow of raw materials from existing and new industries as well as extend sales to existing and new customers

  • Expand production by constructing new production plants
  • Expansion of circular products to customers with stable demand

THE MARKET

Customers

Cinis Fertilizer has signed an agreement to sell all potassium sulfate production from the first two Swedish production facilities to Van Iperen International for 10+5 years. The company's revenue will be approximately 98 percent made up of revenue generated from the sale of water-soluble potassium sulfate. Additional income comes from the sale of sodium chloride (industrial salt).

Cinis Fertilizer has signed a letter of intent with K+S Minerals and Agriculture for the sale of all production of potassium sulfate from Cinis Fertilizer's facility to be built in Hopkinsville, Kentucky, USA.

Suppliers

The company has signed a supply agreement with electric car battery manufacturer Northvolt for supplies of their residual product, sodium sulfate, for a period of 10+10 years. Following production problems and delays at Northvolt, Cinis Fertilizer is temporarily purchasing raw materials from other established suppliers and has secured that available volumes cover the production need. These flows will be phased out in line with increasing deliveries with sodium sulfate as a residual product, for example from Ragn-Sells with which Cinis has signed an agreement and is paid to upcycle sodium sulfate.

Cinis Fertilizer also has agreements with the battery manufacturer BASF for the supply of sodium sulfate for a period of 10+10 years and a leading American manufacturer of battery materials, Ascend Elements, for the supply of sodium sulfate from their facility in Hopkinsville, Kentucky for a period of 10+5 years.

In addition to manufacturers of batteries and battery materials, Cinis Fertilizer will sign agreements with complementary suppliers who offer sodium sulfate as a residual stream from their operations.

Cinis Fertilizer has signed a long-term agreement with K+S to purchase the input product potassium chloride for the company's two Swedish production facilities and has a letter of intent with K+S for them to supply Cinis Fertilizer's US facility.

Potassium sulfate

The mineral fertilizer potassium sulfate is usually produced via a chemical process where potassium chloride is used as an input. As potassium chloride is an input in the production of Cinis Fertilizer's mineral fertilizer, the company's product price is dependent on the pricing of potassium chloride. Potassium sulfate is a premium product and is thus traded at a price premium compared to potassium chloride.

The price of potassium sulfate rose sharply in the latter part of 2022 due to the high price of potassium chloride, and then followed it downwards. At the end of December 2024, the price of potassium sulfate amounted to 575 euros per ton, a decrease of approximately 1 percent from 30 September 2024.

Potassium chloride

Potassium chloride is a naturally occurring mineral fertilizer produced by mining. The largest deposits are in Canada, Russia and Belarus, followed by China, Germany and the USA. Potassium chloride is a necessary input in the majority of all production of potassium sulfate, so also for Cinis Fertilizer's main product.

With Russia and Belarus accounting for just over 30 percent of the world's sales of potash and since sanctions have been imposed on these countries, prices rose sharply in 2022. Over the past year, prices have steadily moved towards levels corresponding to those just before Russia's invasion of Ukraine. At the end of December 2024, the price for Standard potash in bulk, Northwest Europe, was 269 euros per ton, an increase of approximately 4 percent from 30 September 2024.

Pricing

The price for Cinis Fertilizer's potassium sulfate is based on the prevailing market price and quarterly agreement between seller and buyer.

The price is based on the spot price of water-soluble potassium sulfate with a discount of ten percent.

The graph below shows the price development on the world market for potassium sulfate and potassium chloride as bulk goods. The graph does not imply a direct correlation to the prices Cinis Fertilizer receives.

Potassium sulfate is, compared to potassium chloride, a premium product and is priced accordingly. Historically, potassium sulfate has traded at a premium to potash of approximately EUR 250 per metric ton and water-soluble potassium sulfate has traded at a premium of 20 percent over standard potassium sulfate.

As a new player on the market, the company is exposed to some price pressure from larger, established players during the start-up phase. Increased logistics and distribution costs have also had an impact. In the first stage, the company has chosen to sign long-term contracts without an environmental premium to secure future revenues in order to achieve a rapid impact on the market. Pricing and product strategy are continuously developed with a focus on increased margins and increased value creation.

Cinis Fertilizer's pricing is, among other things, linked to the price difference (spread) between the input potassium chloride and the end-product potassium sulfate.

Historically, the price has covaried over time and the price premium on potassium sulfate of EUR 200–300 per metric ton has been maintained.

The spread on December 31, 2024, amounted to EUR 306 per metric ton.

THE GROUP'S FINANCIAL DEVELOPMENT

GROUP

October – December 2024 Net sales and earnings

Net sales amounted to SEK 25.2 million (-), relating to the delivery of potassium sulfate to Van Iperen International. Due to previously reported, and now remedied, quality deviations resulting from production disruptions during ramp up, parts of the volume sold have been heavily discounted, which affected both net sales and operating profit/loss.

Operating profit/loss amounted to

SEK -69.6 million (-14.0). The operating profit/loss in the fourth quarter was also negatively affected by significant raw material losses of a one-off nature as a result of the power outage and repeated machine stoppages in the start-up process during the third and fourth quarters.

Depreciation amounted to SEK -9.2 million (-). Depreciation mainly refers to non-current assets in Cinis Fertilizer's first production facility in Köpmanholmen.

Interest expenses and similar profit/loss items amounted to SEK -27.1 million (2.7).

Profit/loss after financial items amounted to SEK -96.7 million (-11.3).

Cash flow

Cash flow for the fourth quarter 2024 amounted to SEK 12.2 million (-215.3), including investments in ongoing new facilities.

Cash flow from operating activities after changes in working capital amounted to SEK -23,9 million (-19.9), whereof the change in working capital amounted to SEK 36.5 million (-5.9).

Cash flow from investing activities amounted to SEK -10,0 million (-198.2).

Cash flow from financing activities amounted to SEK 46.1 million (2.8).

January – December 2024 Net sales and earnings

Net sales amounted to SEK 40.6 million (-), relating to the delivery of potassium sulfate to Van Iperen International. Due to previously reported, and now remedied, quality deviations resulting from production disruptions during ramp up, parts of the volume sold have been heavily discounted, which affected both net sales and operating profit/loss.

Operating profit/loss amounted to SEK -130.9 million (-36.1). The operating profit/loss was also negatively affected by significant raw material losses of a one-off nature as a result of the power outage and repeated machine stoppages in the start-up process during the third and fourth quarters.

The increase in other external costs compared to the previous year is primarily attributable to production in the form of electricity costs.

Interest expenses and similar profit/loss items amounted to SEK -35.9 million (3.5).

Profit/loss after financial items amounted to SEK -166.8 million (-32.6)

Cash flow

Cash flow amounted to SEK -96.1 million (-273.7), including investments in ongoing new facilities.

Cash flow from operating activities after changes in working capital amounted to SEK -110.7 million (10.7), whereof the change in working capital amounted to SEK 5.4 million (46.8).

Cash flow from investing activities amounted to SEK -186.9 million (-585.1).

Cash flow from financing activities amounted to SEK 201.5 million (300.7).

Financial position

At the end of the period total available liquidity (cash + unutilized credits) amounted to SEK 56.7 million, whereof cash amounted to SEK 32.7 million (128.8).

The equity/assets ratio was 27.3 percent (51.4), and the net gearing ratio was -4.3 times (-4.6).

In November, Cinis issued green bonds of SEK 550 million and refinanced all previously outstanding loans. The company continuously evaluates the financing of existing and future operations.

Equity amounted to SEK 239.1 million (404.7). Equity per share amounted to SEK 3.3 SEK (5.6).

Deferred tax claim

The Group has unused loss carry forwards in Sweden amounting to SEK 244.1 million (97.7), where the tax effect has not been reported as a deferred tax asset in the balance sheet. The deductions have no further time limit for utilization.

Investments

Investments in tangible fixed assets in the fourth quarter 2024 amounted to SEK 9.9 million (198.2). Accumulated as per December 31, 2024, investments amounted to SEK 186.9 million (585.1), attributable to capitalization of expenses for the company's first production facility. The production facility has been put into operation and depreciation has begun as of September 1, 2024.

Due to additional costs in connection with the installation and commissioning of the company's first facility, total book value including depreciation as per December 31, 2024, amounted to SEK 805.1 million.

PARENT COMPANY January – December 2024

The Parent company's net sales during the third quarter 2024, amounted to SEK -0.0 million (-). Operating profit/loss for the quarter amounted to SEK -11.3 million (-11.6) and the profit/loss after financial items amounted to SEK -23.7 million (-10.2).

The Group's operations and production facility are mainly run by the subsidiary Cinis Sweden AB.

FINANCIAL SUMMARY AND KEY FIGURES

GROUP PARENT COMPANY
Jan-Dec Jan-Dec Jan-Dec Jan-Dec
SEK million 2024 2023 2024 2023
Installed production capacity, tonnes* 100,000 - - -
Net sales 40.6 0.0 -
Balance sheet total 877.2 786.7 900.2 414.8
EBITDA -116.1 -36.1 -37.1 -32.8
EBITDA-margin (%)* neg neg neg neg
Profit/loss after financial items -166.8 -32.6 -51.1 -30.5
Cash flow from investment activities -186.9 -585.1 - -332.3
Equity 239.1 404.7 356.8 406.8
Equity/asset ratio (%) 27.3 51.4 39.6 98.1
Net debt (+) / Net cash (-) 500.5 167.6 501.7 -26.5
Net debt/EBITDA (times)* -4.3 -4.6 -13.5 0.8

* Operational and financial targets

DEFINITIONS

Installed production capacity, metric tons

Installed annual production capacity, taking into account planned downtime for service and maintenance

EBITDA

Operating profit before depreciation and write-downs on tangible fixed assets and intangible fixed assets

EBITDA margin (%)

EBITDA in relation to net sales plus other operating income

Net debt (+) / Net cash (-)

Non-current and current interest-bearing liabilities less cash and cash equivalents

Net debt/EBITDA (times)

Non-current and current interest-bearing liabilities reduced by cash and cash equivalents in relation to the operating profit according to the income statement, before depreciation and write-downs of intangible and tangible assets

Equity/assets ratio

Equity divided by total assets

OPERATIONAL TARGETS

By the end of 2030, the company will have six production facilities with a total annual production volume of 1,500,000 metric tons.

FINANCIAL TARGETS

The company's long term financial target is to have an annual EBITDA margin exceeding 25 percent and a net debt to EBITDA ratio that is not to exceed a multiple of 2.5 times

OTHER INFORMATION

FINANCIAL CALENDAR

Interim report January – March 2025 May 8, 2025

Annual report 2024 End of April

Annual General Meeting 2025 May 22, 2025, Stockholm

Interim report January – June 2025 August 21, 2025

Interim report January – September 2025 November 13, 2025

CONTACT

Jakob Liedberg, CEO [email protected] 0768 58 12 86

Charlotte Becker, IR and Communications Director charlotte@cinisfertilizer.com 0730 37 07 07

Henrik Andersson, CFO [email protected] 0705 70 87 53

This information is such information that Cinis Fertilizer is obliged to make public pursuant to the EU's Market Abuse Regulation. This report has been prepared with a Swedish and an English version. In the event of any discrepancies between the two, the Swedish version applies. This information was published, through the agency of the contact persons above, February 13, 2025, at 8.00 a.m. CEST.

This report, as well as additional information, is available at www.cinis-fertilizer.com.

FNCA Sweden AB is Certified Adviser. ABG Sundal Collier is liquidity provider.

Personnel and organization

The average number of employees in the fourth quarter 2024 amounted to 44 (10). At the end of December, the number of employees amounted to 44 (11), whereof 20 percent (27) women and 80 percent (73) men.

Warrant program

The purpose of share incentive programs is to encourage, through long-term financial interests, an ownership interest in the company in order to strengthen the ties between shareholders and employees. Cinis Fertilizer has established a share incentive program based on capital-taxed warrants.

As per December 31, 2024, the company had four warrant programs outstanding. More information about the warrants can be found in note 14 and the annual report.

Annual General Meeting 2025

The Annual General Meeting of Cinis Fertilizer AB ("AGM") will take place on May 22, 2025, in Stockholm, Sweden. Further information about the procedure at the AGM will be published in the notice to the AGM.

Dividend proposal

According to the Cinis Fertilizer's dividend policy the board of directors intends to allow the company to carry forward any profits to invest in the business and therefore does not anticipate that any dividends will be paid in the near future. Cinis Fertilizer's board proposes to the annual general meeting not to pay a dividend to the shareholders for the financial year 2024. The proposal is submitted against the background that the company is in an expansive growth phase.

Comparative figures

Comparative figures for income statement items refer to the corresponding period of the previous financial year. Comparative figures for balance sheet items refer to the end of the previous fiscal year.

This Interim report contains forward-looking statements that reflect the company's current expectations. Although the company believes that the expectations reflected in such forward-looking statements are reasonable, there can be no assurance that the expectations will prove to be correct because they are subject to risks and uncertainties that could mean that actual results differ significantly depending on a number of different factors. Such factors include, but are not limited to, changes in the ability of suppliers, customer demand, changed conditions regarding the economy, market and competition, limitations in purchasing and production, exchange rate changes, developments regarding product liability disputes, changes in the regulatory environment and other government actions.

Forward-looking statements represent expectations only as of the date they were made, and, except as required by applicable law, the company undertakes no obligation to update any of them in the event of new information or future events.

SIGNATURES

The board and the CEO assure that this Interim report provides a fair overview of the company's operations, position, and results.

Örnsköldsvik February 13, 2025

Roger Johansson Chairman of the Board Viktoria Bergman Board member

Sten Hedbäck Board member

Åsa Källenius Board member Morgan Sadarangani Board member

Anna-Maria Tuominen-Reini Board member

Jakob Liedberg CEO

FINANCIAL REPORTS IN BRIEF

CONSOLIDATED INCOME STATEMENT

Oct-Dec Oct-Dec Jan-Dec Jan-Dec
SEK million
Note
2024 2023 2024 2023
Net sales 25.2 0.0 40.6 0.0
Other operating income 0.5 0.3 1.6 1.4
Change in inventory 1.7 - 6.1 -
Raw materials and consumables -54.1 - -73.4 -
Other external expenses -21.4 -8.2 -50.8 -20.2
Personnel costs -12.2 -5.3 -39.3 -14.5
Depreciation/amortization -9.2 -0.0 -14.8 -0.0
Other operating expenses -0.1 -0.7 -0.8 -2.7
Operating profit/loss -69.6 -14.0 -130.9 -36.1
Interest income 0.5 2.8 0.7 3.8
Interest expenses -27.6 -0.1 -36.6 -0.3
Profit/loss after financial items -96.7 -11.3 -166.8 -32.6
Tax - - - -
Total profit/loss for the period -96.7 -11.3 -166.8 -32.6
Profit for the period attributable to:
Owners of the Parent company -96.7 -11.3 -166.8 -32.6

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Oct-Dec Oct-Dec Jan-Dec Jan-Dec
SEK million Note 2024 2023 2024 2023
Total profit/loss for the period -96.7 -11.3 -166.8 -32.6
Other comprehensive income - - - -
Comprehensive income for the period
Comprehensive income for the period
-96.7 -11.3 -166.8 -32.6
attributable to:
Owners of the Parent company -96.7 -11.3 -166.8 -32.6
Resultat per aktie, före och efter utspädning,
SEK* -1.33 -0.16 -2.30 -0.45
Number of shares 72,526,468 72,526,468 72,526,468 72,526,468
Average number of shares 72,526,468 72,526,468 72,526,468 72,526,468

* The Group holds warrants, however as the result is negative, no dilution effect will be caused by the program

CONSOLIDATED BALANCE SHEET

Dec 31 Dec 31
SEK million Note 2024 2023
Assets
Non-current assets
Construction in progress and advance payment for property, plant, and
equipment 7 3.5 634.4
Right-of-use assets 9 6.2 -
Buildings and land 7 293.2 -
Machines and other technical facilities 7 458.8 -
Equipment 7 53.3 -
Total property, plant, and equipment 815.0 634.4
Current assets
Stock-in-trade 8 23.4 -
Current tax receivables 0.3 -
Other current receivables 5.0 22.7
Prepaid expenses and accrued income 0.9 0.8
Cash and cash equivalents 11 32.7 128.8
Total current assets 62.2 152.3
Total assets 877.2 786.7
Equity and liabilities
Equity
Share capital 0.7 0.7
Other capital contributions 464.7 463.6
Retained earnings -59.6 -48.3
Total profit/loss for the period -166.8 -11.3
Equity attributable to owners of Parent company 239.1 404.7
Total equity 239.1 404.7
Liabilities
Non-current liabilities
Interest-bearing liabilities 11 529.6 296.4
Lease liabilities 3.6 -
Total non-current liabilities 533.2 296.4
Current liabilities
Accounts payable 89.3 73.8
Lease liabilities 2.6 -
Other current liabilities 3.1 1.7
Deferred income and accrued expenses 9.9 10.0
Total current liabilities 104.9 85.5
Total liabilities 638.2 381.9
Total equity and liabilities 877.2 786.7

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Total
Share Other capital Retained profit/loss Total
SEK million capital contributions earnings for the equity
Opening balance, January 1, 2023 0.7 462.8 -3.4 -23.6 436.5
Total profit/loss for the period - - - -32.6 -32.6
Other comprehensive income - - - - -
Comprehensive income for the period - - - -32.6 -32.6
Retained earnings -23.6 23.6
Warrant premiums 0.8
Total transactions with shareholders - 0.8 -23.6 23.6 -
Closing balance, December 31, 2023 0.7 463.6 -27.0 -32.6 404.7
Opening balance, January 1, 2024 0.7 463.6 -27.0 -32.6 404.7
Total profit/loss for the period - - - -166.8 -166.8
Other comprehensive income - - - - -
Comprehensive income for the period - - - -166.8 -166.8
Retained earnings -32.6 32.6
issuance costs -
Warrant premiums 1.2
Total transactions with shareholders - 1.2 -32.6 32.6 1.2
Closing balance, December 31, 2024 0.7 464.8 -59.6 -166.8 239.1

CONSOLIDATED CASH FLOW STATEMENT

Oct-Dec Oct-Dec Jan-Dec Jan-Dec
SEK million 2024 2023 2024 2023
Operating activities
Operating profit/loss -69.6 -14.0 -130.9 -36.1
Adjustments for non-cash items 9.2 - 14.8 -
Cash flow from operating activities before changes in working
capital -60.4 -14.0 -116.1 -36.1
Operating receivables (+ decrease) 8.4 1.8 -6.0 -13.7
Operating liabilities (+ increase) 28.1 -7.7 11.4 60.5
Cash flow from working capital 36.5 -5.9 5.4 46.8
Cash flow from operating activities -23.9 -19.9 -110.7 10.7
Investing activities
Investments in property, plant, and equipment -10.0 -198.2 -186.9 -585.1
Cash flow from investment activities -10.0 -198.2 -186.9 -585.1
Financing activities
Warrant premiums 1.1 - 1.1 0.8
Loans raised, net transaction costs 518.6 - 692.9 296.2
Amortization -456.3 - -471.3 -
Interest received 0.6 2.8 0.7 3.8
Interest paid -17.9 - -21.9 -0.1
Cash flow from financing activities 46.1 2.8 201.5 300.7
Cash flow for the period 12.2 -215.3 -96.1 -273.7
Cash and cash equivalents for the period 20.5 344.1 128.8 402.5
Cash and cash equivalents at end of period 32.7 128.8 32.7 128.8

PARENT COMPANY INCOME STATEMENT

Oct-Dec Oct-Dec Jan-Dec Jan-Dec
SEK million
Note
2024 2023 2024 2023
Net sales -0.0 - -0.0 -
Other operating income 0.0 0.1 0.3 0.5
Other external expenses -5.8 -6.2 -17.0 -18.0
Personnel costs -5.4 -5.4 -20.1 -14.5
Depreciation/amortization -0.0 - -0.0 -
Other operating expenses -0.0 -0.1 -0.3 -0.8
Operating profit/loss -11.3 -11.6 -37.1 -32.8
Interest income and similar profit/loss items 7.0 1.4 9.9 2.3
Interest expense and similar profit/loss items -19.4 - -23.9 -
Profit/loss after financial items -23.7 -10.2 -51.1 -30.5
Total profit/loss for the period -23.7 -10.2 -51.1 -30.5

PARENT COMPANY STATEMENT OF COMPREHENSIVE INCOME

Oct-Dec Oct-Dec Jan-Dec Jan-Dec
SEK million
Note
2024 2023 2024 2023
Total profit/loss for the period -23.7 -10.2 -51.1 -30.5
Other comprehensive income - - - -
Comprehensive income for the period -23.7 -10.2 -51.1 -30.5

PARENT COMPANY BALANCE SHEET

Dec 31 Dec 31
SEK million Note 2024 2023
Assets
Non-current assets
Construction in progress and advance payment for property, plant, and
equipment 7 3.5 1.6
Equipment 0.1 -
Total property, plant, and equipment 3.6 1.6
Financial assets
Participation in associated companies 10 380.1 380.1
Receivables from Group company 10 442.4 -
Total financial non-current assets 822.5 380.1
Total non-current assets 826.1 381.7
Current receivables
Receivables from Group company 44.6 5.4
Other current receivables 0.9 0.4
Prepaid expenses and accrued income 0.7 0.7
Total current receivables 46.2 6.5
Cash and cash equivalents
Cash and bank equivalents 11 27.9 26.5
Total cash and cash equivalents 27.9 26.5
Total current assets 74.0 33.0
Total assets 900.2 414.8
Equity and liabilities
Share capital 0.7 0.7
Total restricted equity 0.7 0.7
Unrestricted equity
Share premium reserve 464.7 463.6
Retained earnings -57.5 -27.0
Total profit/loss for the period -51.1 -30.5
Total unrestricted equity 356.1 406.1
Total equity 356.8 406.8
Liabilities
Non-current liabilities
Interest-bearing liabilities 11 529.6 -
Total non-current liabilities 529.6 -
Current liabilities
Accounts payable 3.9 3.9
Other current liabilities 1.9 1.8
Deferred income and accrued expenses 7.9 2.3
Total current liabilities 13.7 8.0
Total liabilities 543.3 8.0

CINIS FERTILIZER'S SHAREHOLDERS AND SHARE

THE COMPANY'S 10 LARGEST SHAREHOLDERS AS PER DECEMBER 31, 2024

Share of capital and
SHAREHOLDER** No of shares votes, %
Jakob Liedberg 26,400,000 36.4
Roger Johansson 13,947,427 19.2
Thomas Ranje 11,075,676 15.3
Molindo Energy 2,387,457 3.3
Schroders 1,305,061 1.8
Åsa Källenius 1,005,733 1.4
Livförsäkringsbolaget Skandia 988,179 1.4
Poularde AB 862,068 1.2
GADD & Cie 682,617 0.9
Libra Invest AB 542,000 0.7
Other shareholders 13,330,250 18.4
Total 72,526,468 100.0

** including holding through related parties, endowment insurance and ISK (Investment savings account) Sources: Modular Finance and Cinis Fertilizer.

On December 31, 2024, Cinis Fertilizer had 72,526,468 outstanding shares. Each share corresponds to one vote.

The share development

The share at opening on October 21, 2022 was SEK 29.00. At close of trading on December 31, 2024, the price for one share in Cinis Fertilizer amounted to SEK 10.80.

Highest paid price at closing in 2024 amounted to SEK 48.35 on May 17, 2024. Lowest closing price amounted to SEK 9.90 on December 20, 2024.

During the period October 1 – December 31, 2024, daily trading in the share amounted to an average of 43,489 shares.

NOTES

Note 1 General information

Cinis Fertilizer is a Swedish green-tech company producing an environmentally friendly mineral fertilizer, potassium sulfate, by recycling industrial waste from the manufacture of electric car batteries and from the pulp and paper industry. The parent company Cinis Fertilizer AB with corporate identity number (559154-0322) is a Swedish limited liability company based in Örnsköldsvik. The parent company's holdings of shares in group companies as of December 31, 2024, consist of the wholly owned subsidiary Cinis Sweden AB (559322-4156), Asset-KH (559379-9132) and Cinis Fertilizer LLC (EIN: 36-5087250). The Group was formed on December 23, 2021.

Note 2 Accounting principles

Consolidated accounts for Cinis Fertilizer AB have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU, the Swedish Annual Accounts Act (ÅRL) and the Swedish Financial Reporting Council RFR 1 "Supplementary accounting rules for groups". The parent company's financial reports are prepared in accordance with the Annual Accounts Act and RFR 2, "Accounting for legal entities".

This interim report has been prepared in accordance with IAS 34 "Interim reporting".

The accounting principles and calculation methods that are applied are in accordance with those described in the annual report for 2023 with the exception of reporting of leasing according to IFRS 16 which was applied for the first time in quarter 1, reporting of income according to IFRS 15 which was applied for the first time in this quarter and depreciation times on the tangible fixed assets that have been completed during this quarter. New standards and interpretations that came into force from 1 January 2024 have had no effect on the group's or parent company's financial reports for the interim period

Income

The group manufactures and sells mineral fertilizers. Sales take place through agreements with the customer, where each delivery is seen as an individual performance commitment.

The sale is recognized as revenue when control of the goods is transferred to the customer, which normally occurs according to the applicable shipping terms, i.e. the income is fulfilled and thus reported at a certain time. The income from the sale is reported based on the price in the agreement. Volume and cash discounts may occur and are reported in such cases as a reduction of net sales.

Tangible fixed assets

Depreciation takes place on a straight-line basis over the asset's estimated useful life.

The estimated useful periods are:

  • Buildings and land facilities 10-100 years
  • Machinery and other technical facilities 10-30 years
  • Fixtures, tools and installations 3-10 years

Leasing

The group's leasing contract (right-of-use agreement) benefits relate to machinery and other technical facilities

A right-of-use contract is recognized as an asset and a corresponding liability from the date the leased asset is available to the group. A lease payment is split between debt amortization and interest expense. The interest cost for each period is calculated according to the annuity method. Assets with right-of-use are depreciated according to plan over the length of the leasing contract, or if ownership is transferred at the end of the leasing period, over the shorter of the economic life of the asset and the length of the leasing contract.

The right-of-use asset is initially valued at cost, which consists of the initial value of the lease liability plus lease payments paid on or before the commencement date plus any initial direct expenses. The right-of-use asset is depreciated on a straight-line basis from the start date to the earlier of the end of the asset's useful period and the end of the leasing period, which is normally the end of the leasing period for the Group. The lease liability – which is divided into long-term and short-term parts – is initially valued at the present value of the remaining

lease payments during the estimated lease period. Future payments are discounted to present value using the contract's implicit interest rate, or when this cannot be easily determined, the group's marginal lending rate for a corresponding asset with corresponding collateral. For current right-of-use assets, future cash flows have been discounted by 8.5% and one contract at 9,7%

Payments attributable to short-term contracts or for contracts of lesser value are expensed on an ongoing basis in the income statement. Short-term contracts refer to contracts with a leasing period of no more than 12 months. Lesser value is assessed by the management as cases where the value of a leased asset, when new, is less than SEK 50,000.

The leasing period is set at non-cancellable periods together with extension periods if it is deemed reasonably certain that these will be used.

Inventory

The cost of raw materials and supplies is based on purchase price and includes costs incurred in acquiring the inventory assets and transporting them to their present location and condition. The cost of finished goods consists of raw materials, other direct costs and attributable indirect manufacturing costs (based on normal manufacturing capacity). The net realizable value corresponds to the estimated selling price in the ordinary course of business, less costs necessary to make the sale.

Note 3 Significant risks and uncertainties

Cinis Fertilizer's operations and financial position are affected by internal factors that the company controls as well as a number of external factors where the ability to influence the course of events is limited. As a relatively young company without commercial production, the company is exposed to operational and financial risks. The company's financial position is affected, among other things, by the price of the end-product potassium sulfate, and the input potassium chloride. During the ramp-up period, the company's quarterly results are more sensitive to disturbances, for example in the form of delayed ships, which can cause invoicing to be postponed between quarters. An account of the company's significant risks and risk management can be found in the company's annual report 2023.

Note 4 Financial instruments

All financial assets and liabilities have been valued at amortized cost, which in all cases is deemed to be consistent with fair value.

Note 5 Significant events after the period

Cinis published a listing prospectus for green bonds and applied for listing on the Nasdaq Sustainability List. The bonds were listed in January, 2025.

The ramp-up and fine-tuning of Cinis Fertilizers' production has taken longer than planned. Due to production disruptions and temporary congestion at the port, the company informed in January that Cinis' sales were provisionally estimated to amount to approximately SEK 25 million with a negative EBTIDA margin in the fourth quarter of 2024.

Cinis sent another shipload of potassium sulfate. The cargo amounted to approximately 3,900 tons.

Cinis was granted local tax incentives in Kentucky.

Cinis entered into a collaboration with Wa3rm. The intention is to investigate the possibility for Wa3rm to structure the financing of production facilities that Cinis then leases and operates.

Note 6 Segment reporting

The CEO of Cinis Fertilizer, as the highest executive, follows up and analyses the results and financial position of the company as an entity, whereupon the company only consists of one reporting segment.

Note 7 Non-current assets

Dec 31 Dec 31
SEK million 2024 2023
Opening balance 634.4 49.3
Investments in the period 186.9 585.1
Reclassifications -817.7 -
Buildings and land 294.6 -
Machines and other technical facilities 469.0 -
Equipment 54.1 -
Closing balance 821.3 634.4
Depreciation/amortization -12.5 -
Closing balance, historical costs -12.5 -
Closing reported value 808.8 634.4
Production facility Örnsköldsvik (Completed) 805.1 632.8
Production facility Skellefteå (Ongoing) 1.6 1.6
Hopkinsville Production Facility (Ongoing) 1.9 -

Note 8 Inventory

GROUP PARENT COMPANY
Dec 31 Dec 31 Dec 31 Dec 31
SEK million 2024 2023 2024 2023
Raw materials 17.3 - - -
Finished goods 6.1 - - -
Total 23.4 - - -

The inventory is valued at the lower of the acquisition value and the net sales value. Raw material stocks consist of potassium chloride (MOP) and sodium sulfate and finished goods stocks consist of potassium sulfate (SOP) and sodium chloride.

Note 9 Right-of-use assets

GROUP PARENT COMPANY
Dec 31 Dec 31 Dec 31 Dec 31
SEK million 2024 2023 2024 2023
Opening balance - - - -
Additional right-of-use assets 8.5 - - -
Closing balance, historical costs 8.5 - - -
Opening balance, amortization - - - -
Amortization of the period -2.3 - - -
Closing balance, historical costs -2.3 - - -
Reported value, SEK million 6.2

Note 10 Participation in Group companies

Dec 31 Dec 31
SEK million 2024 2023
Opening balance 380.1 0.1
Acquisitions - -
Shareholders' contributions - 380.0
Closing balance 380.1 380.1

The Parent company's holdings and participations in subsidiaries

Dec 31, 2024

Registered Equity Reported value,
Company, Corporate Identity No. office share, % SEK million
Cinis Sweden AB, 559322-4156 Örnsköldsvik 100.0 380.0
Asset-KH AB, 559379-9132 Örnsköldsvik 100.0 0.1
Cinis Fertilizer LLC, 36-5087250 Delaware 100.0 0.0

During the year, SEK 442 million was lent from the Parent Company to subsidiary Cinis Sweden AB with a maturity that corresponds to the green bond issued in November 2024, see Note 11.

Note 11 Financing

GROUP PARENT COMPANY
Dec 31 Dec 31 Dec 31 Dec 31
SEK million 2024 2023 2024 2023
Cash held on reserved accounts - 46.4 - -
Cash and cash equivalents 32.7 82.4 4.7 26.5
Total 32.7 128.8 4.7 26.5

GROUP
Interest-bearing liabilities
PARENT COMPANY
Dec 31 Dec 31 Dec 31 Dec 31
SEK million 2024 2023 2024 2023
Non-current corporate bond 529.6 - 529.6 -
Non-current liabilities to credit institutions - 296.4 - -
Current liabilities to credit institutions - - - -
Total interest-bearing liabilities 529.6 296.4 529.6 -

In November 2024, Cinis Fertilizer issued green bonds of SEK 550 million, repaying all previously outstanding loans. In connection with this, restricted funds were also released. The bonds have a maturity of 3 years and carry a floating interest rate of STIBOR 3 months plus 8.0 percent per annum, payable quarterly in arrears. The bonds have been listed on Nasdaq's sustainability list since January 2025. In connection with the bond issue, a revolving credit facility of SEK 82.5 million was signed, which can be used for guarantees or cash.

Note 12 Seasonal effects

Currently, no significant seasonal variations are visible for Cinis Fertilizer's sales

Note 13 Pledged assets and contingent liabilities

GROUP PARENT COMPANY
Dec 31 Dec 31 Dec 31 Dec 31
SEK million 2024 2023 2024 2023
Corporate mortgages 100.0 100.0 - -
Pledged stocks - 380.0 380.0
Pledged lining on subsidiaries* - - 442.4 -
Pledged fixed assets* - 25.0 - -
Pledged cash and blocked accounts - 46.4 - -
Real estate mortgages 100.0 - -
Guarantee commitment towards group companies 58.4
Total 200.0 171.4 880.8 380.0

After refinancing through the green bond of SEK 550 million, the pledge on the fixed assets and the pledge on cash and blocked accounts are released.

Note 14 Warrants

The company's warrant program 2021/2024 expired in 2024 and no warrants were exercised for subscription of shares.

In 2023, the Extraordinary General Meeting decided on the issue of 500,000 warrants in the company. During the third quarter of 2023, 500,000 warrants have been transferred to the newly elected board member and new employees in Cinis Fertilizer. The transfers have taken place at market price according to the Black & Scholes valuation model. Each warrant entitles to one share in the company at a subscription price of SEK 80.00 per share. The warrants can be used to subscribe for shares during the period from and including October 3, 2023, to and including October 31, 2026.

On October 31, 2024, the Extraordinary General Meeting decided on the issue of two new warrant programs, 2024/2027:1 for senior executives and key personnel and 2024/2027:2 for board members. A total of 75,000 options have been transferred to senior executives and key personnel and 725,000 to board members. The transfers have been made at market price according to the Black & Scholes valuation model. Each warrant entitles to one share in the company at a subscription price of SEK 2.10 per share. The warrants can be used to subscribe for shares during the period from November 15, 2027 to December 15, 2027.

Note 15 Transactions with related parties

In addition to compensation for senior executives, there have been no purchases of services or gifts from senior executives or others related to the group, nor have any corresponding sales been made.

In December, Cinis was granted local tax incentives based on the company's planned establishment in Hopkinsville, Kentucky.

In November 2024, Cinis issued senior secured green bonds of SEK 550 million. In January 2025, the listing prospectus was published and the bonds were listed on Nasdaq's sustainability list.

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