Annual Report • Feb 11, 2022
Annual Report
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Cloudberry Clean Energy ASA
| Cloudberry in brief | 3 |
|---|---|
| Highlights and key figures | 5 |
| Operational review | 7 |
| Environmental, social and governance review | 10 |
| Financial review | 12 |
| Condensed interim financial information | 15 |
| Interim consolidated statement of profit or loss | 15 |
| Interim consolidated statement of comprehensive income | 16 |
| Interim consolidated statement of financial position | 17 |
| Interim consolidated statement of cash flows | 19 |
| Interim consolidated statement of changes in equity | 20 |
| Notes to the consolidated financial statements | 21 |
| Note 1 General information | 21 |
| Note 2 General accounting policies and principles | 21 |
| Note 3 Operating segments | 23 |
| Note 4 Business Combinations and other transactions | 26 |
| Note 5 Net financial expenses and significant fair value measures | 30 |
| Note 6 Property, plant and equipment | 31 |
| Note 7 Inventory | 32 |
| Note 8 Investment in associated companies | 33 |
| Note 9 Long term debt, guarantees and corporate funding | 36 |
| Note 10 Cash and cash equivalents | 37 |
| Note 11 Income tax | 37 |
| Note 12 Related parties | 38 |
| Note 13 Subsequent events | 38 |
| Alternative Performance Measures | 40 |
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 cornerstone, we are building a sustainable, scalable, efficient, and profitable platform for creation of shareholder value.
Our business model will from 2022 comprise three revenue generating segments and one cost-efficient corporate segment: Develop, our fully owned development company has a long history of organic, in-house developments of wind and hydropower assets in Norway and Sweden. Production, our fully owned power producing company, is an active owner and manager of producing renewable assets. Operating (from January 2022), a 60 per cent owned company with a scalable operating platform.
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 25 hydropower and three wind power assets. We have a local and active ownership strategy and prefer 100 per cent ownership; however, in certain investments we have proportionate ownership 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 reports consolidated IFRS and proportionate1 segment reporting to provide enhanced insight to the operation, financing and future prospect of the Group. Proportionate reporting is aligned with internal management reporting, analysis and decision making. The alternative performance measures (abbreviated APMs) provided by Cloudberry are a supplement to the financial statements that are prepared in accordance with IFRS. Cloudberrys ESG reporting and the companys approach to sustainability, is inspired by the World Economic Forum (WEF) Stakeholder Capitalism Metrix, organized into four pillars, Principles of Governance, Planet, People and Prosperity. For more information see chapter Environmental, social and governance review.
incl. under construction2
| Hydro assets: | 25 |
|---|---|
| Wind assets: | 3 |
| Capacity: | 149 MW |
| Production: | 505 GWh |
| (normalized) |
Wind assets: 4 Capacity: 218 MW3 Production: 615 GWh
(normalized)
Projects: 14
Capacity: 388 MW
Pipeline of additional >20 projects and >2 500 MW
1 Asset portfolio per reporting date 11 February 2022 with proportionate ownership to Cloudberry.
5
Purchase of the hydro power project Øvre Kvemma Kraft. Construction has commenced and the transaction will be closed once the power plant is completed during H1 2024.
Concluding Marker wind project.
Increasing debt facility with SR Bank from NOK 700m to 1 400m.
Käfjarden. Secured asset. Final site optimization and permit work on-going. Capacity ranges from 20 – 40 MW pending final development.
| NOK 1 000 | Q4 2021 | Q4 2020 | FY 2021 | FY 2020 |
|---|---|---|---|---|
| Consolidated Financials | ||||
| Revenue and other income | 21 656 | 1 688 | 40 898 | 3 640 |
| EBITDA | (6 685) | (16 492) | (31 075) | (29 822) |
| Equity | 2 636 963 | 1 054 711 | 2 636 963 | 1 054 711 |
| Proportionate Financials | ||||
| Revenues and other income | 35 811 | 3 182 | 82 486 | 5 333 |
| EBITDA | (10 581) | (13 371) | (26 046) | (26 501) |
| Power Production (GWh) | 48 | 13 | 117 | 21 |
| Cloudberry's | Cloudberry's | |||||||
|---|---|---|---|---|---|---|---|---|
| Price | Total capacity |
proporionate capacity |
estimated production |
|||||
| Project | Technology | Location | area | (MW) | Ownership | (MW) | (GWh) | Status |
| Finnesetbekken | Hydro | Norway | NO-5 | 1 | 100% | 1 | 3 | Producing |
| Røyrmyra | Wind | Norway | NO-2 | 2 | 100% | 2 | 8 | Producing |
| Forte (NO-2 area) | Hydro | Norway | NO-2 | 26 | 34% | 8 | 29 | Producing |
| Forte (NO-3 area) | Hydro | Norway | NO-3 | 19 | 34% | 6 | 21 | Producing |
| Forte (NO-5 area) | Hydro | Norway | NO-5 | 30 | 34% | 10 | 34 | Producing |
| Selselva | Hydro | Norway | NO-3 | 5 | 100% | 5 | 20 | Producing |
| Nessakraft | Hydro | Norway | NO-5 | 9 | 100% | 9 | 34 | Producing |
| Bjørgelva | Hydro | Norway | NO-4 | 3 | 100% | 3 | 7 | Producing |
| Usma | Hydro | Norway | NO-3 | 9 | 100% | 9 | 31 | Producing |
| Åmotfoss | Hydro | Norway | NO-2 | 5 | 100% | 5 | 23 | Producing |
| Tinnkraft (new) | Hydro | Norway | NO-2 | 2 | 100% | 2 | 6 | Producing |
| Odal Vind | Wind | Norway | NO-1 | 163 | 33.4 % | 54 | 176 | Const/Prod. H1 2022 |
| Skåråna (2 plants) | Hydro | Norway | NO-2 | 4 | 100% | 4 | 14 | Const/Prod. H1 2022 |
| Ramsliåna | Hydro | Norway | NO-2 | 2 | 100% | 2 | 6 | Const/Prod. H1 2022 |
| Hån | Wind | Sweden | NO-1 | 21 | 100% | 21 | 74 | Const/Prod. H2 2022 |
| Øvre Kvemma (new) | Hydro | Norway | NO-5 | 8 | 100% | 8 | 19 | Const/Prod. H1 2024 |
| Total 1 (Producing/under constr.) | 308 | 149 | 505 | |||||
| Käfjarden (new) | Wind | Sweden | SE-3 | 40 | 100% | 40 | 70 | Constr. Permit |
| Munkhyttan (new) | Wind | Sweden | SE-3 | 18 | 100% | 18 | 60 | Constr. Permit |
| Duvhalllen | Wind | Sweden | SE-3 | 60 | 100% | 60 | 165 | Constr. Permit |
| Stenkalles (Vanern) | Offshore | Sweden | SE-3 | 100 | 100% | 100 | 320 | Constr. permit |
| Total 2 (incl. constr. permit) | 526 | 367 | 1 120 |
1 Asset portfolio per reporting date 11 February 2022 with proportionate ownership to Cloudberry.
7
Cloudberry reports from three segments: Production, Develop and Corporate. From 2022, Cloudberry will include Operations as the fourth segment.
The focus during fourth quarter has been taking over the Åmotsfoss hydropower plant as well as following up projects under construction.
Cloudberry's proportionate power production in the fourth quarter of 2021 totaled 48 GWh (13 GWh last year).
Hydro power production totaled 45 GWh in fourth quarter 2021. Fourth quarter started off with precipitation well above normal in October and below normal in November and December. All hydropower plants have been operating stable.
Wind power production totaled 3 GWh in fourth quarter, and production was in line with normalized production. The wind farm, Røyrmyra, has been in stable production during the quarter.
Cloudberry realized an average power price of NOK 0,71 per kWh during the fourth quarter. This in an increase of more than 3 times compared to Cloudberry's fourth quarter last year. Lower levels of water in the reservoirs in combination with increased gas prices has driven prices up.
14 per cent of Cloudberry's Fourth quarter production was at fixed prices.
From 2022 the segment has scaled up both onshore and off-shore with projects and new employees. Charlotte Bergquist will head the Develop segment with an increased focus on shallow-water projects.
The main activities in the quarter have been focused on growing the portfolio, resulting in two new projects with construction permit secured, and focusing on moving existing projects in the portfolio forward. With the acquisition of Captiva in January 2022, further resources within hydro development have joined the Cloudberry team.
Projects with construction permit is total 218 MW at the reporting date, including three on-shore and one shallow-water project.
Cloudberry has an exclusive backlog of 388 MW at the reporting date. The company has ongoing dialogue with landowners, municipalities and grid companies to clarify opportunities for new wind power projects.
In addition to the on-shore activities, 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 by 2030.
· Stenkalles (project Vänern). Detailed planning and procurement is underway for Stenkalles wind farm, which is located in Sweden's largest lake, Vänern. Cloudberry's new off-shore team is working closely with the project team from the Dutch company, Ventolines to optimize the project and further reduce risk. Ventolines recently completed a very comparable 383 MW shallow-water project in Lake Fryslan, the Netherlands (https://www.windparkfryslan.nl).
· Björnetjernsberget. During fourth quarter Cloudberry has sent a consultation document (Samrådshandling) for the Björnetjärnsberget project in Eda municipality, Sweden. This means that the formal process related to the project to the authorities and stakeholders has begun. The project is within municipal plans for wind power. The project is planned with 15-18 wind turbines with a total installed capacity of 90-140 MW. A collaboration has also been initiated with Hilmer Andersson AB, a local sawmill that over several years has had major challenges with poor power supply, both security of supply and capacity. See also: https://www.cloudberry.no/sv/project/ bjornetjarnsberget-vindpark
Captiva Group purchased January 2022.
In January Cloudberry completed the transaction to acquire 60 per cent of Captiva Group with option to increase ownership to 100 per cent until June 2025. Captiva includes development and operating activities. Going forward, Cloudberry will report a new business segment; Operations.
In the fourth quarter, we have focused on securing further development projects and following up on our projects under construction. Overall, we are pleased to see that our projects are starting to produce new renewable power and that we are able to secure and develop new projects with high equity return expectations in our local, Nordic market.
Cloudberry closed a NOK 600m private placement in December 2021 attracting strong value and ESG focused investors in Norway and Europe.
Cloudberry established a new debt facility with SpareBank 1 SR-Bank ASA. Increasing the facility from NOK 700m to 1 400m and reducing the margins further below 2 per cent p.a.
We have decided to establish Operations as a new business segment, and we are excited having Captiva on board. Charlotte Bergqvist has started scaling her offshore team from our new office in Gothenburg, Sweden. We can expect an increased activity from our offshore wind portfolio going forward. In general, the renewable market conditions in the Nordics are on the positive side with soaring power prices and an active market.
The implementation of Cloudberry`s ESG strategy is ongoing, as in monitoring and reporting on KPI's for sustainability topics that are material for the company and its stakeholders. In addition, several new or updated guidelines have been approved and implemented.
Sustainable business practice is of high importance in every aspect of Cloudberry`s business. In the fourth quarter, governance structures were reinforced by implementing several new or updated company policies and procedures:
Managing environmental and social impact is integrated in Cloudberry`s development and construction projects. During the fourth quarter, special emphasize was given to the following:
· For the grid connection at the Stenkalles Vänern project, an existing land-based substation will be expanded as opposed to constructing an additional offshore substation. Using an existing logistic port and storage area for most of the project`s works, storage and logistics minimises the use of land area.
· At the Kafjärden wind project, Cloudberry included second-hand turbines in the evaluation of choice of wind turbine suppliers.
Cloudberry reports annually on its carbon emissions in accordance with the Greenhouse Gas (GHG) Protocol. In the fourth quarter, the company expanded reporting in scope 3, and embedded waste management on corporate and project level.
In accordance with the EU Taxonomy requirements for the reporting year 2021, Cloudberry will be reporting activities that are Taxonomy eligible. During the fourth quarter, Cloudberry has assessed its eligible activities covered by the EU Taxonomy and technical screening criteria and its proportion of Taxonomy-eligible and Taxonomy non-eligible economic activities in its total turnover, capital and operational expenditure. The results will be disclosed in Cloudberry`s ESG report 2021. Cloudberry will continue its assessment of economic activities in accordance with the Taxonomy and will for the reporting year 2022 report on economic activities that are aligned with the technical screening criteria.
Cloudberry works continuously to ensure the health and safety of the organisation's employees and contractors alike.
Cloudberry recently established an office in Gothenburg, Sweden. The onboarding of new employees to the offshore wind team is in process. Focus on gender equality and diversity is a part of the company policy. Ensuring knowledge and adherence to all company regulations and guidelines are integral to the onboarding process for new employees.
Local value creation is important for Cloudberry. The company seeks to identify local stakeholders' needs and accommodate these to the largest possible extent in its developing and constructions plans:
· At the in-house development project Hån wind farm in Sweden, the area around the cable route was previously used for garbage dumping by some locals. Cloudberry entered a collaboration with Marker municipality and collects rubbish along this route during the construction phase. All collected waste is returned to the municipality for recycling.
The market situation has been challenging with Covid-19, effecting almost all businesses in some way. During the year, Cloudberry has seen some adverse impacts of the pandemic, mainly related to our supply chain and government approvals.
At Odal Vind, entry restrictions for key personnel and logistical challenges in the global supply chain have created some challenges and delays. By the end of January 13 of 34 Siemens turbines are fully installed and first power was delivered to the grid in December. Odal is expected to be in full operation before the end of June 2022.
At Hån windfarm, it was a priority to secure precautionary routines and procedures together with the contractors, especially after the omicron was discovered in November. Nevertheless, in January 2022 there was an outbreak in one of the work teams, but it had minimal impact and the construction is progressing as planned.
Cloudberry has grown significantly and despite many restrictions during 2021 due to Covid-19 the company has delivered more or less all projects on budget and time schedule.
Cloudberry continues to assess risks related to the Covid-19 situation. The pandemic will continue to influence the markets and supply chain disruptions, nevertheless the company expects the pandemic to have limited overall impact on its projects.
During fourth quarter Cloudberry revenue was boosted with increased production volumes and higher power prices.
Operational expenses were above expected levels due to completion of works on Marker wind project which resulted in extra cost of NOK 12m in fourth quarter.
Net income from the Forte portfolio was NOK 12 million in the quarter, explained by strong operational result in fourth quarter, but also due to gain on currency and derivative contracts.
Cloudberry completed a NOK 600 million private placement in December to secure financing of 50 per cent ownership of Stenkalles, acquisition and construction of Kafjärden, and to finance other potential growth opportunities.
As per reporting date the Company has a strong cash position and has no net-debt.
The table below summaries the key figures on consolidated basis
| NOK 1 000 | Q4 2021 | Q4 2020 | FY 2021 | FY 2020 |
|---|---|---|---|---|
| Revenue and other income | 21 656 | 1 688 | 40 898 | 3 640 |
| EBITDA | (6 685) | (16 492) | (31 075) | (29 822) |
| Operating profit (EBIT) | (10 754) | (17 306) | (40 821) | (33 111) |
| Profit/Loss from total operations | (19 423) | (17 956) | (62 415) | (33 865) |
| Cash and cash equivalents | 1 114 934 | 605 126 | 1 114 934 | 605 126 |
| Equity | 2 636 963 | 1 054 711 | 2 636 963 | 1 054 711 |
| Interst bearing debt | 304 192 | 263 207 | 304 192 | 263 207 |
| Net interest bearing debt (NIBD) | (810 741) | (341 919) | (810 741) | (341 919) |
| Basic earings per share | (0.09) | (0.29) | (0.39) | (0.87) |
Total revenue in fourth quarter was NOK 22m compared with NOK 2m in the same quarter previous year. The increase of NOK 20m is due to increased production and increased average power prices achieved. Total production from the 7 fully owned and revenue generating power plants in the quarter was 30 GWh (3 GWh in fourth quarter 2020 from 2 producing power plants).
EBITDA increased with NOK 10m from NOK -16m to NOK -7m compared with the same quarter last year. The increase is due to increased revenues from power production of NOK 20m, increased operating expenses of NOK -25m due to write down of project inventory (NOK -3m), finalizing costs at Marker (NOK -12m) and increase in other expenses (NOK -9m). Increased income from associated companies was NOK 15m and comprise in addition to the result from operations, gain on currency and derivative contracts in fourth quarter.
Equity has increased from NOK 1 055m to NOK 2 637m from year end 2020 to 31 December 2021. This is mainly due to capital raisings during the year with net proceeds of NOK 1647m, and loss from total operations in the period of NOK -62m. Other items charged to equity is share based payment of NOK 4m and other comprehensive income of net NOK -7m.
Cash and cash equivalents have increased from NOK 605m to NOK 1 115m from year end 2020 to 31 December 2021. This is mainly due to capital raising of NOK 1 647m, net cash payment related to investments in property, plants and equipment, shares in subsidiaries and associated companies of NOK -829m, payment of short-term borrowings of NOK
237m, net payments of long-term debt of NOK -56m, and net payment to escrow accounts of NOK 68m. NOK -68m is related to cash flow from operating loss in the period and change in other short-term assets and liabilities.
Total Interest-bearing debt has increased from NOK 263m to NOK 304m from year end 2020 to 31 December 2021. The increase of NOK 41m is related to repayment of short-term interest-bearing debt of NOK 237m, increased long term debt from acquired companies of NOK 332m, repayment of term loans of total NOK 282m and increased long-term debt drown from the term loan facility of NOK 226m. New longterm debt of NOK 40m is related to construction loan on Skåråna.
In line with Cloudberry's growth strategy some investments are 100 per cent owned and fully consolidated, while Cloudberry in some larger projects prefer a proportionate ownership between 20 per cent - 49 per cent. Therefore, in addition to the Group consolidated financials, Cloudberry reports the segment reporting on proportionate financials. Proportionate financials reflect the internal management reporting and represent important KPIs that
support the strategy. Proportionate Financials 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 basis.
| NOK 1 000 | Q4 2021 | Q4 2020 | FY 2021 | FY 2020 |
|---|---|---|---|---|
| Revenues and other income | 35 811 | 3 182 | 82 486 | 5 333 |
| Production | 34 867 | 3 182 | 76 684 | 5 122 |
| Develop | 943 | - | 5 803 | 93 |
| Corporate | - | - | - | 118 |
| EBITDA | (10 581) | (13 371) | (26 046) | (26 501) |
| Production | 20 276 | (383) | 41 257 | (1 962) |
| Develop | (16 267) | (2 058) | (29 585) | (8 302) |
| Corporate | (14 591) | (10 930) | (37 718) | (16 237) |
| Operation profit (EBIT) | (17 457) | (6 647) | (45 455) | (31 640) |
| Power Production (GWh) | 48 | 13 | 117 | 21 |
In the fourth quarter proportionate revenue increased from NOK 3m to NOK 36m compared to the same quarter last year. The increase is primarily due to increased power production, 48 GWh compared with 13 GWh, and increased average realized power prices in this quarter compared with fourth quarter last year. Average realized power price was NOK 0.7 per kWh in fourth quarter.
In fourth quarter proportionate EBITDA increased from NOK -13 mill to NOK -11m compared with same period last year.
· The Production segment increased from NOK -0.4m to NOK 20m due to higher production volumes and higher power prices, total revenue increased with NOK 32m. Operating expenses increased with NOK 11m.
1 See Alternative Performance Measure for definition of proportionate financials.
| NOK 1000 | Note | Q4 2021 | Q4 2020 | FY 2021 | FY 2020 |
|---|---|---|---|---|---|
| Sales revenue | 20 754 | 1 687 | 35 152 | 3 633 | |
| Other income | 902 | 1 | 5 746 | 7 | |
| Total revenue | 3 | 21 656 | 1 688 | 40 898 | 3 640 |
| Cost of goods sold | (4 058) | (38) | (5 474) | (143) | |
| Salary and personnel expenses | (10 700) | (9 596) | (28 106) | (17 419) | |
| Other operating expenses | (24 726) | (4 990) | (55 451) | (12 343) | |
| Operating expenses | (39 484) | (14 624) | (89 031) | (29 905) | |
| Net income/(loss) from associated companies | 8 | 11 144 | (3 556) | 17 059 | (3 556) |
| EBITDA | (6 685) | (16 492) | (31 075) | (29 822) | |
| Depreciation and amortizations | 6 | (4 069) | (814) | (9 746) | (3 289) |
| Operating profit (EBIT) | (10 754) | (17 306) | (40 821) | (33 111) | |
| Financial income | 5 | 3 115 | 332 | 4 984 | 984 |
| Financial expenses | 5 | (12 050) | (710) | (27 271) | (2 125) |
| Profit/(loss) before tax | (19 689) | (17 684) | (63 108) | (34 253) | |
| Income tax expense | 11 | 265 | (272) | 692 | 387 |
| Profit/(loss) after tax | (19 423) | (17 956) | (62 415) | (33 865) | |
| Profit/(loss) for the year from total operations | (19 423) | (17 956) | (62 415) | (33 865) | |
| Profit/(loss) attributable to: | |||||
| Equity holders of the parent | (19 423) | (17 956) | (62 415) | (33 865) | |
| Non-controlling interests | - | - | - | - | |
| Earnings per share (NOK): | |||||
| Continued operation | |||||
| - Basic | (0.09) | (0.29) | (0.39) | (0.87) | |
| - Diluted | (0.09) | (0.29) | (0.39) | (0.87) |
| NOK 1000 Note |
Q4 2021 | Q4 2020 | FY 2021 | FY 2020 |
|---|---|---|---|---|
| Profit for the year | (19 423) | (17 956) | (62 415) | (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 | (1 510) | 1 163 | 2 861 | 1 163 |
| Income tax effect | 327 | (256) | (616) | (256) |
| Exchange differences | (7 865) | (5 637) | (9 060) | (2 542) |
| Net other comprehensive income | (9 048) | (4 730) | (6 815) | (1 635) |
| Total comprehensive income/(loss) for the year | (28 471) | (22 686) | (69 230) | (35 500) |
| Total comprehensive income/(loss) attributable to: | ||||
| Equity holders of the parent company | (28 471) | (22 686) | (69 230) | (35 500) |
| Non-controlling interests | - | - | - | - |
| NOK 1000 | Note | 31.12.2021 | 31.12.2020 |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Property, plant and equipment | 6 | 1 009 123 | 58 426 |
| Goodwill | 38 221 | 36 933 | |
| Investment in associated companies | 8 | 678 084 | 337 080 |
| Financial assets and other non-current assets | 7 389 | 2 358 | |
| Total non-current assets | 1 732 816 | 434 797 | |
| Current assets | |||
| Inventory | 7 | 153 575 | 196 029 |
| Accounts receivable | 12 033 | 2 828 | |
| Other current assets | 105 480 | 158 081 | |
| Cash and cash equivalents | 10 | 1 114 934 | 605 126 |
| Total current assets | 1 386 021 | 962 064 | |
| TOTAL ASSETS | 3 118 838 | 1 396 861 |
| NOK 1000 | Note | 31.12.2021 | 31.12.2020 |
|---|---|---|---|
| EQUITY AND LIABILITIES | |||
| Equity | |||
| Share capital | 58 811 | 26 266 | |
| Share premium | 2 676 225 | 1 061 675 | |
| Total paid in capital | 2 735 036 | 1 087 941 | |
| Other equity | (98 074) | (33 230) | |
| Total other equity | (98 074) | (33 230) | |
| Non-controlling interests | - | - | |
| Total equity | 2 636 963 | 1 054 711 | |
| Non-current liabilities | |||
| Interest-bearing loans and borrowings | 9 | 294 087 | 26 440 |
| Lease liabilities long term | 3 416 | 3 296 | |
| Provisions | 10 800 | 15 868 | |
| Deferred tax liabilities | 11 | 82 972 | 13 668 |
| Total non-current liabilities | 391 276 | 59 272 | |
| Current liabilities | |||
| Interest-bearing short term financial liabilities | 9 | 10 105 | 236 767 |
| Current lease liabilities | 1 167 | 1 105 | |
| Accounts payable and other current liabilities | 38 128 | 26 162 | |
| Provisions | 41 199 | 18 845 | |
| Total current liabilities | 90 599 | 282 878 | |
| TOTAL EQUITY AND LIABILITIES | 3 118 838 | 1 396 861 |
Oslo, 10 February 2022
The Board of Directors of Cloudberry Clean Energy ASA
| NOK 1000 | Note | Q4 2021 | Q4 2020 | FY 2021 | FY 2020 |
|---|---|---|---|---|---|
| Cash flow from operating activeties | |||||
| Profit/(loss) before tax | (19 689) | (17 684) | (63 108) | (34 253) | |
| Depreciations and impaiment losses | 4 069 | 814 | 9 746 | 3 289 | |
| Write down, project inventory | 3 010 | - | 3 010 | - | |
| Net income from associated companies | (11 144) | 3 556 | (17 059) | 3 556 | |
| Share based payment - non cash to equity | 1 268 | 1 251 | 4 388 | 1 251 | |
| Net interest paid/received | 2 449 | 891 | 11 116 | 1 656 | |
| Unrealised foreign exchange (gain)/loss | - | (1 514) | - | (1 514) | |
| Change in inventories due to capitalized salaries and other expenses | (4 043) | (961) | (9 245) | (6 100) | |
| Change in accounts payable | 29 231 | 18 919 | 12 207 | 6 128 | |
| Change in accounts receivabe | (8 094) | 1 889 | (8 791) | 5 477 | |
| Change in other short term assets and liabilities | 9 482 | (484) | (10 508) | 16 195 | |
| Net cash flow from operating activities | 6 540 | 6 677 | (68 243) | (4 314) | |
| Cash flow from investing activeties | |||||
| Interest received | - | 332 | 726 | 984 | |
| Investments in property, plant and equipment | (63 892) | - | (179 501) | (2 842) | |
| Acquisition of shares in subsidiaries, net liquidity outflow | (89 878) | - | (318 262) | (11 690) | |
| Investments in associated companies | - | (340 637) | (331 806) | (340 637) | |
| Net cash flow from (used in) investing activities | (153 770) | (340 305) | (828 843) | (354 184) | |
| Cash flow from financing activeties | |||||
| Payment to escrow account | - | (152 422) | (84 828) | (152 422) | |
| Transfer from escrow account | - | - | 152 422 | - | |
| Proceeds from new term loans | 111 347 | - | 226 348 | - | |
| Repayment of term loan | (112 306) | (980) | (282 646) | (28 621) | |
| Repayment of short-term interest-bearing debt | - | 236 767 | (236 767) | 236 767 | |
| Interest paid other than lease | (1 773) | (1 099) | (11 294) | (2 394) | |
| Payment on lease liabilities - interest | (42) | (33) | (155) | (153) | |
| Repayment on lease liabilities | (305) | (250) | (1 129) | (750) | |
| Share capital increase | 579 000 | 484 715 | 1 647 095 | 905 928 | |
| Net cash flow from financing activities | 575 921 | 566 698 | 1 409 046 | 958 355 | |
| Total change in cash and cash equivalents | 428 691 | 233 070 | 511 960 | 599 856 | |
| Effect of exchange rate changes on cash and cash equivalents | (2 710) | - | (2 153) | 47 | |
| Cash and cash equivalents at start of period | 688 953 | 372 056 | 605 126 | 5 223 | |
| Cash and cash equivalents at end of period | 1 114 934 | 605 126 | 1 114 933 | 605 126 |
| Attributable to parent company equity holders | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Paid in capital | Other Equity | |||||||||
| Share | Share | Share based |
Cash flow hedge |
Exch. | Retained | Total other |
Non controlling |
Total | ||
| capital | premium | payment | reserves | diff. | earnings | equity | Total | interests | equity | |
| Equity as at 01.01 2020: | 950 | 7 800 | - | - | - | (3 921) | (3 921) | 4 829 | - | 4 829 |
| Sharecapital increase | 25 316 | 1 053 875 | - | - | - | - | - | 1 079 191 | 4 939 | 1 084 130 |
| Share based payments in the year | - | - | 1 251 | - | - | - | 1 251 | 1 251 | - | 1 251 |
| Loss for the period | - | - | - | - | - | (33 865) | (33 865) | (33 865) | - | (33 865) |
| Other comprehensive income | - | - | - | 907 | (2 542) | - | (1 634) | (1 634) | - | (1 634) |
| Total comprehensive income | - | - | - | 907 | (2 542) | (33 865) | (35 500) | (35 500) | 4 939 | (35 500) |
| Transaction with non-controlling intrest |
- | - | - | - | - | 4 041 | 4 041 | 4 041 | (4 041) | - |
| 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) | 1 054 711 | - | 1 054 711 |
| Equity as at 01.01 2021: | 26 266 | 1 061 674 | 1 251 | 907 | (2 542) | (32 847) | (33 230) | 1 054 711 | - | 1 054 711 |
| Sharecapital increase | 32 545 | 1 614 550 | - | - | - | - | - | 1 647 095 | - | 1 647 095 |
| Share based payments in the year | - | - | 4 388 | - | - | - | 4 388 | 4 388 | - | 4 388 |
| Loss for the period | - | - | - | - | - | (62 415) | (62 415) | (62 415) | - | (62 415) |
| Other comprehensive income | - | - | - | 2 245 | (9 060) | - | (6 815) | (6 815) | - | (6 815) |
| Total comprehensive income | - | - | - | 2 245 | (9 060) | (62 415) | (69 231) | (69 231) | - | (69 231) |
| Transaction with non-controlling intrest |
- | - | - | - | - | - | - | - | - | - |
| Transfer to other equity | - | - | - | - | - | - | - | - | - | - |
| Equity as at 31.12 2021 | 58 811 | 2 676 224 | 5 639 | 3 152 | (11 602) | (95 263) | (98 073) 2 636 962 | - | 2 636 963 |
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, management and 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 fourth quarter of 2021 were authorised by the Board of Directors for issue on 10 February 2022.
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 determined based on the nature of the primary economic environment in which the company operates. This is the Norwegian krone (NOK), the Swedish krone (SEK) and the Euro (EURO). The functional currency of the parent company Cloudberry Clean Energy ASA and the presentation currency of the Group is Norwegian kroner (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 comprised 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 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 decisionmakers, 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. From 2022 a fourth business segment, operations will be established.
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
Sale of hydro and wind generated electricity delivered to the grid, el-certificates and guaran- tees of origin.
Sale of management services within project development or production management services.
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.
Government grants are conditional to own generation of power from certain technologies. This includes el-certificates and guarantees of origin (GoO). The right to receive the grants are obtained at the time of generation. When the el certificates and GoO are granted, they are measured at cost and classified as other income and inventory. Upon subsequent sales, the sales price is recognised within sales revenues.
Cloudberry inventories consist of development projects and government grants of el-certificates and guarantees of origin (GoO). 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.
Government grants of el-certificates and GoO are at granting measured and recognised at cost to inventory. Cost of government grants is zero.
For further information about the Groups applied accounting policies and principles it is referred to Cloudberry Clean Energy's annual report for 2020.
Cloudberry reports on proportionate financials (APM) for each business segment. Management provides this because these measures are used internally for key performance measures (KPIs), and it represent the most important measures to support the strategy goals.
Proportionate financials are further defined and described below under Proportionate financials and in the APM section of this report.
Cloudberry reports its operations in three segments, production, development and corporate. From 2022 a fourth business segment, operating will be established.
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 main adjustments compared with the consolidated IFRS reported figures are that associated companies are included in the financial accounting lines, the profit or loss statement and share of assets and net debt, 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. Please refer to the section Alternative Performance Measure for definitions and further reconciliations to the Group IFRS reported figures.
The tables below show the proportionate segment reporting for the respective periods fourth quarter 2021, fourth quarter 2020, FY 2021 and FY 2020:
| Total | ||||
|---|---|---|---|---|
| NOK 1000 | Production | Develop | Corporate | Proportionate |
| Total revenue | 34 867 | 943 | - | 35 811 |
| Operating expenses ex depreciations and amortisations | (14 591) | (17 210) | (14 591) | (46 392) |
| Net income/(loss) from associated companies | - | - | - | - |
| EBITDA | 20 276 | (16 267) | (14 591) | (10 581) |
| Depreciation and amortisation | (6 456) | (60) | (360) | (6 875) |
| Operating profit (EBIT) | 13 820 | (16 326) | (14 951) | (17 457) |
| Net financial items | 5 315 | (4 321) | (1 825) | (832) |
| Profit/(loss) before tax | 19 135 | (20 647) | (16 776) | (18 288) |
| Total assets | 2 064 224 | 307 594 | 1 442 790 | 3 814 607 |
| Interest bearing debt | 826 294 | - | - | 826 294 |
| Cash | 10 571 | (58 603) | 1 330 084 | 1 282 053 |
| NIBD | 815 723 | 58 603 | (1 330 084) | (455 759) |
| Total | ||||
|---|---|---|---|---|
| NOK 1 000 | Production | Develop | Corporate | Proportionate |
| Total revenue | 3 182 | - | - | 3 182 |
| Operating expenses ex depreciations and amortisations | (3 564) | (2 058) | (10 930) | (16 553) |
| Net income/(loss) from associated companies | - | - | - | - |
| EBITDA | (383) | (2 058) | (10 930) | (13 371) |
| Depreciation and amortisation | (2 411) | 28 | (280) | (2 663) |
| Operating profit (EBIT) | (2 794) | (2 030) | (11 210) | (16 034) |
| Net financial items | (2 173) | 506 | 159 | (1 508) |
| Profit/(loss) before tax | (4 967) | (1 524) | (11 051) | (17 542) |
| Total assets | 850 781 | 208 347 | 593 940 | 1 653 069 |
| Interest bearing debt | 498 950 | - | - | 498 950 |
| Cash | 92 608 | 4 850 | 551 239 | 648 697 |
| NIBD | 406 342 | (4 850) | (551 239) | (149 747) |
| Total | ||||
|---|---|---|---|---|
| NOK 1 000 | Production | Develop | Corporate | Proportionate |
| Total revenue | 76 684 | 5 803 | - | 82 486 |
| Operating expenses ex depreciations and amortisations | (35 427) | (35 388) | (37 718) | (108 532) |
| Net income/(loss) from associated companies | - | - | - | - |
| EBITDA | 41 257 | (29 585) | (37 718) | (26 046) |
| Depreciation and amortisation | (18 035) | (235) | (1 138) | (19 408) |
| Operating profit (EBIT) | 23 222 | (29 820) | (38 856) | (45 455) |
| Net financial items | (7 952) | (3 411) | (2 603) | (13 966) |
| Profit/(loss) before tax | 15 270 | (33 231) | (41 459) | (59 420) |
| Total assets | 2 064 224 | 307 594 | 1 442 790 | 3 814 607 |
| Interest bearing debt | 826 294 | - | - | 826 294 |
| Cash | 10 571 | (58 603) | 1 330 084 | 1 282 053 |
| NIBD | 815 723 | 58 603 | (1 330 084) | (455 759) |
| Total | ||||
|---|---|---|---|---|
| NOK 1 000 | Production | Develop | Corporate | Proportionate |
| Total revenue | 5 122 | 93 | 118 | 5 333 |
| Operating expenses ex depreciations and amortisations | (7 084) | (8 395) | (16 355) | (31 834) |
| Net income/(loss) from associated companies | - | - | - | - |
| EBITDA | (1 962) | (8 302) | (16 237) | (26 501) |
| Depreciation and amortisation | (4 066) | (203) | (870) | (5 139) |
| Operating profit (EBIT) | (6 028) | (8 505) | (17 107) | (31 640) |
| Net financial items | (1 826) | (294) | (152) | (2 272) |
| Profit/(loss) before tax | (7 854) | (8 799) | (17 259) | (33 912) |
| Total assets | 850 781 | 208 347 | 593 940 | 1 653 069 |
| Interest bearing debt | 498 950 | - | - | 498 950 |
| Cash | 92 608 | 4 850 | 551 239 | 648 697 |
| NIBD | 406 342 | (4 850) | (551 239) | (149 747) |
On 13 January 2021, Cloudberry Production AS acquired 100 per cent of the shares of Selselva Kraft AS, "Selselva". Selselva 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 equity financed.
Selselva was consolidated in the Group accounts from 13 January 2021.
On 30 June 2021, Cloudberry Production AS completed the acquisition of 100 per cent of the shares of Nessakraft AS, "Nessakraft". The transaction also included the acquisition of Bjørgelva Kraft AS, see information below. Nessakraft 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 was consolidated in the Group accounts from 30 June 2021.
On 30 June 2021, Cloudberry Production AS completed the acquisition of 100 per cent of the shares of Bjørgelva Kraft AS "Bjørgelva". The transaction also included the acquisition of Nessakraft AS, see information above. Bjørgelva 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.
On 20 August Cloudberry Production completed the acquisition of 100 per cent of the shares of 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).
The total purchase price of NOK 82.9 million was paid in cash and was equity financed.
Usma Kraft AS was consolidated in the Group accounts from 21 August 2021.
The table below shows the preliminary purchase price allocation for the acquisitions in 2021:
| NOK 1 000 | Selselva Kraft AS |
Nessakraft AS |
Bjørgelva Kraft AS |
Usma Kraft AS |
Total |
|---|---|---|---|---|---|
| Acquisition date | 13.01.2021 | 30.06.2021 | 30.06.2021 | 20.08.2020 | |
| Voting rights/shareholding acquired through the acquisition | 100% | 100% | 100% | 100% | |
| Total voting rights after the acqusition | 100% | 100% | 100% | 100% | |
| Non controlling interests | - | - | - | - | |
| Consideration | |||||
| Cash | 65 011 | 73 433 | 10 035 | 82 877 | 231 357 |
| Shares | - | - | - | - | - |
| Total acquisition cost | 65 011 | 73 433 | 10 035 | 82 877 | 231 357 |
| Book value of net assets (se table below) | 6 274 | 30 646 | 7 739 | 20 890 | 65 548 |
| Identification of excess value. attributable to: | |||||
| Inventory | - | - | - | - | - |
| Property, plant and equipment | 75 932 | 54 856 | 2 944 | 79 471 | 213 203 |
| Other | (2 280) | - | - | - | (2 280) |
| Gross excess value | 73 652 | 54 856 | 2 944 | 79 471 | 210 923 |
| Deferred tax on excess value | (16 204) | (12 068) | (648) | (17 484) | (46 403) |
| Net excess value | 57 449 | 42 787 | 2 296 | 61 988 | 164 520 |
| Fair value of net acquired assets excluding goodwill | 63 723 | 73 434 | 10 035 | 82 877 | 230 069 |
| Of which | |||||
| Non controlling interest | - | - | - | - | - |
| Controlling interests | 63 723 | 73 434 | 10 035 | 82 877 | 230 069 |
| Total acquisition cost | 65 011 | 73 433 | 10 035 | 82 877 | 231 357 |
| Fair value of net aquired assets ex goodwill (controlling interests) |
63 723 | 73 434 | 10 035 | 82 877 | 230 069 |
| Goodwill | 1 289 | - | - | - | 1 288 |
Goodwill of NOK 1.3m related to Selselva Kraft AS is not tax deductible.
The table show the book value of net acquired assets for the acquisitions completed in 2021:
| NOK 1 000 | Selselva Kraft AS |
Nessakraft AS |
Bjørgelva Kraft AS |
Usma Kraft AS |
Total |
|---|---|---|---|---|---|
| Property, plants and equipment | 52 089 | 111 795 | 30 487 | 106 009 | 300 380 |
| Other non-current assets | 207 | - | 137 | 8 418 | 8 762 |
| Financial non-current assets | - | - | - | - | |
| Inventory | - | - | - | - | |
| Other current assets | 1 759 | 84 | 27 | 1 871 | |
| Cash and cash equivalents | 5 288 | 17 916 | 1 566 | 1 231 | 26 001 |
| Acquired assets | 59 344 | 129 795 | 32 217 | 115 659 | 337 014 |
| Interest bearing debt, long term | 49 282 | 87 000 | 24 347 | 94 167 | 254 796 |
| Current liabilities | 2 397 | 12 149 | 131 | 276 | 14 952 |
| Deferred tax liability | 1 392 | - | - | 1 392 | |
| Other | - | - | - | 326 | 326 |
| Net asset value aquired assets | 6 274 | 30 646 | 7 739 | 20 890 | 65 548 |
| Total acquisition cost | 65 011 | 73 433 | 10 035 | 82 877 | 231 357 |
| Non cash consideration | - | - | - | - | - |
| Cash consideration | 65 011 | 73 433 | 10 035 | 82 877 | 231 357 |
| Cash in acquired company | (5 288) | (17 916) | (1 566) | (1 231) | (26 001) |
| Net cash outflow at acquisition | 59 723 | 55 518 | 8 469 | 81 646 | 205 356 |
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 |
Usma Kraft AS |
Total |
|---|---|---|---|---|---|
| Acquisition date | 13.01.2021 | 30.06.2021 | 30.06.2021 | 20.08.2020 | |
| Gross revenue from 1.1.2021 untill takeover | 121 | 3 541 | 351 | 5 470 | 9 483 |
| Salaries from 1.1.2021 untill takeover | - | - | - | - | - |
| Other operating expenses from 1.1.2021 untill takeover | (57) | (1 215) | (464) | (2 636) | (4 371) |
| Depreciotions from 1.1.2021 untill takeover | - | (396) | (153) | (2 030) | (2 578) |
| Net finance from 1.1.2021 untill takeover | - | (854) | (314) | (1 448) | (2 616) |
| Tax expenses from 1.1.2021 until takeover | - | (237) | 127 | - | (109) |
| Net income before acquisition not recognized in the Group accounts | 64 | 840 | (452) | (644) | (192) |
The table below show the Group pro forma EBITDA and EBIT figures if the acquired companies had been fully consolidated from 1 January 2021.
| NOK 1 000 | Cloudberry Group reported |
Not included from company accounts |
Pro-forma Group figures |
|---|---|---|---|
| Total revenues | 40 898 | 9 483 | 50 381 |
| Total operating expenses | (89 031) | (4 371) | (93 402) |
| Net income from associated companies | 17 059 | - | 17 059 |
| EBITDA | (31 075) | 5 112 | (25 963) |
| Depreciations and amortizations | (9 746) | (2 578) | (12 325) |
| EBIT | (40 821) | 2 533 | (38 288) |
On 24 February 2021 Cloudberry Production AS acquired 100 per cent of the shares in Skåråna Kraft AS "Skåråna". Skåråna 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 four the quarter of 2021 and are expected to have an annual production at a normalized level of 14 GWh.
The total purchase price was originally NOK 23.7 million, of NOK 17 million was settled cash, while NOK 6m was held back because the purchase price is subject to adjustments in case of cost overruns related to the construction projects. As per end of December 2021 there has been cost overruns estimated to NOK 6m, and hence there will not be no final settlement with the seller. For Cloudberry the total cost is unchanged.
Skåråna is estimated to be in full revenue production during first half of 2022.
On 1 December 2021 Cloudberry Production acquired 100 per cent of the shares of Åmotsfoss Kraft AS "Åmotsfoss". Åmotsfoss is a finished, constructed and commissioned, hydro power plant located in Arendalsvassdraget, built by BN Vannkraft together with local contractors. Cloudberry has been invested in the project prior to construction start and contributed to the set up to fit the Cloudberry operational platform. The acquisition is classified as an asset acquisition in the consolidated accounts.
The expected normalised annual production is 22.7 GWh (4.5 MW).
The total purchase price of NOK 91.4 million was paid in cash and was equity financed.
The table below show the financial income and expenses included in the profit or loss statement
| NOK 1000 | Q4 2021 | Q4 2020 | FY 2021 | FY 2020 |
|---|---|---|---|---|
| Intrest income | (267) | 300 | 726 | 924 |
| Other financial income and exchange differences | 3 382 | 33 | 4 258 | 60 |
| Total financial income | 3 115 | 333 | 4 984 | 984 |
| NOK 1000 | Q4 2021 | Q4 2020 | FY 2021 | FY 2020 |
|---|---|---|---|---|
| Interest expense | (1 689) | (996) | (9 184) | (2 580) |
| Guarantees and commitment fees | (2 293) | - | (6 058) | - |
| Other financial expense and exchange differences | (9 995) | (716) | (16 009) | (1 284) |
| Capitalized interest | 1 927 | 1002 | 3 980 | 1 739 |
| Total financial expense | (12 050) | (710) | (27 271) | (2 125) |
Other financial income comprises of income from placements in money market funds in addition to other financial income and exchange differences (internal and external).
The cash effect of interest payments related to long-term loans and borrowings was NOK 1.7m in fourth quarter 2021, and NOK 6m for the full year 2021. Other interest expenses is related to short term borrowings, lease liability and asset retirement obligations.
Exchange difference loss related to group internal borrowings amounted to NOK 7m in fourth quarter, this also represent the amount for the full year.
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 1000 | 31.12.2021 | 31.12.2020 |
|---|---|---|
| Derivative financial instrument asset | 6 579 | 1 322 |
| Derivative financial instrument liability | (2 615) | (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 | Right to | |||
|---|---|---|---|---|---|
| power | plant under | 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 and acqusitions during the year |
746 366 | 47 334 | - | 405 | 794 105 |
| Additions during the year | 1 903 | 176 425 | 1 173 | 751 | 180 252 |
| Transfer between groups | 11 996 | (14 793) | - | - | (2 798) |
| Transfer from inventory | - | 43 636 | - | - | 43 636 |
| Cost of disposed assets | - | - | (751) | - | (751) |
| Effects of movement in foreign exchange | - | (3 704) | (123) | - | (3 827) |
| Accumulated cost at 31.12.2021 | 818 742 | 254 906 | 2 274 | 6 305 | 1 082 226 |
| Accumulated depreciations and impairment losses at 1.1.2021 | 10 793 | - | 1 531 | 858 | 13 182 |
| Accumulated depreciations acquired assets during the year | 46 796 | - | - | - | 46 796 |
| Depreciations for the year | 8 358 | - | 344 | 1 044 | 9 746 |
| Impairment losses | 4 201 | - | - | - | 4 201 |
| Accomulated depreciations and impairment losses disposed assets |
- | - | (736) | - | (736) |
| Effects of movements in foreigs exchange | - | - | (86) | - | (86) |
| Accumulated depreciations and impairment losses at 31.12.2021 | 70 148 | - | 1 053 | 1 902 | 73 103 |
| Carrying amount at end of period | 748 594 | 254 906 | 1 221 | 4 403 | 1 009 123 |
| Carrying amount beginning of period | 47 683 | 6 008 | 444 | 4 291 | 58 426 |
| Estimated useful life (years) | 25-50 | N/A | 5-10 | 5-50 |
During 2021 Cloudberry has acquired Selselva Kraft, Nessakraft, Bjørgelva Kraft, and Usma Kraft and Åmotsfoss Kraft, which are all producing power plants and included in the balance sheet. 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, see further information in note 8 Investment in associated companies.
Power plants under construction include projects with construction permit and where final investment decision (FID) has been made. Per 31 December the carrying amount includes Skåråna Kraft, a hydro powerplant under construction acquired in 2021 and Hån wind farm, which is an inhouse development project where Cloudberry made a final investment decision in June 2021, and some minor inhouse costs related to the expected acquisition of Ramsliåna.
The investment in Odal Vind AS which is under construction is equity consolidated and hence not included in the table, see further information in note 8 Investment in associated companies.
The total amount of contractual obligations related to the projects Hån wind farm and Skåråna, is EUR 32.5m and NOK 62m respectively, of which EUR 14m and NOK 57m is already invested and reflected in the table above.
The obligation related to Ramsliåna is total investment of NOK 36m. The investment is expected to be financed with 50 per cent debt from the existing debt facility in SpareBank 1 SR-Bank ASA. See note 9 Long term debt.
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 | 31.12.2021 | 31.12.2020 |
|---|---|---|
| Projects | 153 575 | 196 021 |
| Government grants | - | 8 |
| Total | 153 575 | 196 029 |
The table below shows the split of project inventory in projects with construction permit and project backlog. The main projects with construction permit are the wind project Duvhällen and the shallow water project Stenkalles. For Hån wind farm 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.
| Projects - with | |||
|---|---|---|---|
| NOK 1 000 | construction permit |
Projects - Backlog |
Total |
| Project inventory 01.01 | 162 545 | 33 484 | 196 029 |
| Acqusitions during the year | - | - | - |
| Capitalization (salary, borrowing cost, other expenses) | 8 724 | 1 975 | 10 699 |
| Realized | - | - | - |
| Transfer to PPE | (47 050) | - | (47 050) |
| Write down current year | (3 010) | - | (3 010) |
| Effects of movements in foreigs exchange | (2 992) | (101) | (3 093) |
| Project inventory 31.12 | 118 217 | 35 358 | 153 575 |
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.
Capitalized costs in 2021 consists of NOK 1.5 million in borrowing costs, NOK 2.6 million in salaries and NOK 6.6 million in external fees.
In fourth quarter Cloudberry decided that some minor hydro development projects was written down due to the prospects of profitability, this resulted in NOK 3m loss in the period.
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 the right to explore the developing project and is in the process to enter a concession application. Before asset recognition, the projects are 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 be kept as a 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 per cent of Forte in November 2020. Forte owns 13 producing hydro power assets and one power offtake agreement in Norway, with a combined normalized annual production of 86 GWh net to Cloudberry. The hydro power assets have an average license life of minimum 50 years.
Cloudberry Production is the local manager of the Forte portfolio and delivers management services. Cloudberry has secured appropriate and customary governance mechanisms and rights for its 34 per cent 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 per cent of the Odal windfarm with an option to increase the ownership up to 33.4 per cent which was exercised
on expiration on 30 June 2021. The transaction took place on 6 July.
The Odal windfarm is currently under construction in Innlandet, Norway and is expected to be in full production by the end of H1 2022. The windfarm is constructed together with local and well-known partners KLP and Akershus Energi. Due to some covid related delays there has been some minor cost overruns, but less than 5 per cent of CAPEX. The overall economics of the project is unchanged for Cloudberry.
Investments in associated companies are accounted for using the equity method. Odal Vind use EUR as functional and reporting currency. Transactions are translated using the average rate in the respective quarter, while assets and liabilities are translated using the exchange rate at reporting date. Exchange rate differences are recognised in the Group accounts in other comprehensive income.
The table shows the summarized investments in associated companies included in the Groups balance sheet as of 31 December:
| Name of Entity | Place of business |
Consolidated economic interest per 31.12.21 |
Segment | Princippal Activities | |
|---|---|---|---|---|---|
| Forte Energy Norway AS with SPV's. Odal Vind AS |
Assosiated company Assosiated company |
Norway Norway |
34.0% 33.4% |
Production Production |
Hydro power Wind power under construction |
The table show the summarised financial information in the Groups accounts for associated companies per 31 December 2021.
| Forte Energy | |||
|---|---|---|---|
| NOK 1 000 | Norway AS | Odal Vind AS | Total |
| Book value as beginning of year | 233 995 | 103 086 | 337 081 |
| Additions of invested capital | - | 331 806 | 331 806 |
| Share of Profit/loss for the year | 15 128 | (2 243) | 12 884 |
| Depreciation of excess value | (2 823) | - | (2 823) |
| Dividend paid to the owners | - | - | - |
| Correction from previos years result | 726 | - | 726 |
| IFRS adjustment | 6 272 | - | 6 272 |
| Currency translation differences | - | (7 861) | (7 861) |
| Items charges to equity | - | - | - |
| Book value at reporting date | 253 297 | 424 787 | 678 084 |
| Excess value beginning of year | 141 148 | 7 184 | 148 332 |
| Correction against booked equity | (1 445) | - | (1 445) |
| Excess value 31 December 2021 | 136 880 | 23 240 | 160 120 |
| Book value of equity at 31 December associated company | 113 114 | 405 490 | 517 964 |
The IFRS adjustment in Forte relates to the power off take agreement which in the Forte accounts is recognised at cost, while in the Group accounts according to IFRS is recognised in the balance sheet at fair value with the change in fair value recognised in the periods profit or loss statement.
The table shows the summarized financial information for the equity accounted companies. The figures apply to 100 per cent of the companies' operations.
| NOK 1000 | Q4 2021 | Q4 2020 | YTD 2021 | YTD 2020 |
|---|---|---|---|---|
| Revenue | 41 631 | 4 391 | 122 319 | 4 391 |
| Operating profit | 19 400 | (4 988) | 51 437 | (4 988) |
| Profit for the period | 34 476 | (8 723) | 61 027 | (8 723) |
| Total non current assets | 946 238 | 896 275 | 946 238 | 896 275 |
| Total current assets | 116 818 | 61 129 | 116 818 | 61 129 |
| Total cash and cash equivalents | 99 089 | 32 072 | 99 089 | 32 072 |
| Long term debt | 664 126 | 693 360 | 664 126 | 693 360 |
| Short term debt | 58 440 | 23 174 | 58 440 | 23 174 |
| Equity | 340 490 | 272 942 | 340 490 | 272 942 |
| NOK 1000 | Q4 2021 | Q4 2020 | YTD 2021 | YTD 2020 |
|---|---|---|---|---|
| Revenue | - | - | - | 1 900 |
| Operating profit | (3 695) | (1 657) | (7 201) | (4 445) |
| Profit for the period | (3 727) | (749) | (8 020) | (3 400) |
| Total non current assets | 1 703 148 | 458 704 | 1 703 148 | 458 704 |
| Total current assets | 118 933 | 47 391 | 118 933 | 47 391 |
| Total cash and cash equivalents | 399 488 | 217 778 | 399 488 | 217 778 |
| Long term debt | 887 122 | - | 887 122 | - |
| Short term debt | 120 404 | 84 524 | 120 404 | 84 524 |
| Equity | 1 214 043 | 639 349 | 1 214 043 | 639 349 |
The table shows Cloudberry's share of the summarized financial information on a line for line basis for the equity accounted companies.
| NOK 1000 | Q4 2021 | Q4 2020 | YTD 2021 | YTD 2020 |
|---|---|---|---|---|
| Revenue | 14 155 | 1 493 | 41 588 | 1 493 |
| Operating profit | 6 596 | (1 696) | 17 489 | (1 696) |
| Profit for the period | 11 722 | (2 966) | 20 749 | (2 966) |
| Total non current assets | 321 721 | 304 733 | 321 721 | 304 733 |
| Total current assets | 39 718 | 20 784 | 39 718 | 20 784 |
| Total cash and cash equivalents | 33 690 | 10 905 | 33 690 | 10 905 |
| Long term debt | 225 803 | 235 742 | 225 803 | 235 742 |
| Short term debt | 19 869 | 7 879 | 19 869 | 7 879 |
| Equity | 115 767 | 92 800 | 115 767 | 92 800 |
| NOK 1000 | Q4 2021 | Q4 2020 | YTD 2021 | YTD 2020 |
|---|---|---|---|---|
| Revenue | - | - | - | - |
| Operating profit | (1 358) | - | (2 115) | - |
| Profit for the period | (1 276) | - | (2 270) | - |
| Total non current assets | 568 851 | 68 806 | 568 851 | 68 806 |
| Total current assets | 39 723 | 7 109 | 39 723 | 7 109 |
| Total cash and cash equivalents | 133 429 | 32 667 | 133 429 | 32 667 |
| Long term debt | 296 299 | - | 296 299 | - |
| Short term debt | 40 215 | 12 679 | 40 215 | 12 679 |
| Equity | 405 490 | 95 902 | 405 490 | 95 902 |
In November 2021 the Group increased the NOK 700 million credit facility with SpareBank 1 SR-Bank ASA to NOK 1 400 million, with a possibility to increase the facility with additional NOK 500 million. The facility consists of a term loan facility to finance investments in producing power plants (hydro and wind) in Norway and Sweden. The facility covers current inhouse producing assets and growth opportunities both organically and in-organically.
In addition to the term loan facility, the facility with SP Bank also consists of a related revolving credit facility of NOK 300 million.
The Group has the following long-term borrowings as per 31 December 2021.
| NOK 1 000 | 31.12.2021 | 31.12.2020 |
|---|---|---|
| Total bank loan related to power plants | 301 577 | 26 266 |
| Reclassified principal payment to short term interest bearing loans and borrowings | (10 105) | - |
| Derivative liability realted to hedge accounting | 2 615 | 173 |
| Total long term interest bearing loans and borrowings | 294 087 | 26 440 |
The term loan facility established in SpareBank 1 SB-Bank ASA has refinanced the two existing term loans related to Røyrmyra and Finnesetbekken, amounted to NOK 26.4 million per 31 December 2020. In relation to the acquisition of Selselva Kraft AS, Bjørgelva Kraft AS and Nessakraft AS, the Group has withdrawn NOK 49.3 million, NOK 24.3 million and NOK 87 million respectively.
The total amount withdrew from the term loan facility as per 31 December is NOK 225 million, this also includes drawn construction financing of NOK 40 million related to the construction of Skåråna hydro power plant. The remaining debt is related to Åmotsfoss Kraft AS, this will also be refinanced with the term loan facility in 2022.
The interest rate on the term loan is 3 months NIBOR pluss margin of 1.94 per cent.
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 | 31.12.2021 | 31.12.2020 | |
|---|---|---|---|---|---|
| Guarantee Odal Vind | Bank guarantee/bank deposit restricted |
1 | H1 2022 | 317 000 | 152 422 |
| Guarantee Hån wind farm | Bank deposit restricted | Other current asset | H2 2022 | 3 000 | - |
| Bank guarantee to Axpo | Bank guarantee | Off-balace | February 2022 | 4 640 | 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 | 332 878 | 165 518 |
1 The guarantee related to Odal Vind is related to Cloudberrys share (33.4 per cent) of a guarantee to the turbine provider Siemens Gamesa. Cloudberrys share of the guarantee amounts to total NOK 317m and consist of the NOK 300m revolving credit facility and a payment to a restricted account. The amount deposited to the restricted account, total NOK 81m (also includes restricted cash for use of credit facility) is presented as other current assets in the balance sheet. On 1 February the guarantee was reduced from EUR 31m to EUR 10m.
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 is established, see note 9.
| NOK 1 000 | 31.12.2021 | 31.12.2020 |
|---|---|---|
| Bank deposits | 382 911 | 554 556 |
| Money market funds | 732 023 | 50 570 |
| Total cash and cash equivalents | 1 114 934 | 605 126 |
Investments in money market funds consist of investments in KLP fund and Fondsforvaltning. These placements are short term placements and is readily convertible to cash.
Restricted cash related to the guarantee for supplier payment to Odal Vind of NOK 82m, tax withholdings of NOK 0.5m and a guarantee deposited to a restricted bank account to the municipality at Hån wind farm of SEK 3m is not included in cash and cash equivalents, this is classified as other current assets per 31 December 2021 (NOK 153m as per 31 December 2020). 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 | Q4 2021 | Q4 2020 | FY 2021 | FY 2020 |
|---|---|---|---|---|
| Income tax payable | - | - | - | - |
| Change in deferred income tax | 265 | (272) | 692 | 387 |
| Tax expense in the income statement | 265 | (272) | 692 | 387 |
| Effective tax rate | ||||
| Profit before income tax | (19 689) | (17 684) | (63 108) | (34 253) |
| Equivalent tax rate | 1% | (2%) | 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 1 January to 31 December 2021
| Net deferred tax libility at reporting date | 82 972 |
|---|---|
| Other and currency translation differences | 2 306 |
| Deferred tax from acquired business | (6 876) |
| Deferred tax on excess values from business combinations and acqusitions | 73 623 |
| Deferred tax on financial instruments recognised in OCI | 943 |
| Reversal of deferred tax liability (recognised in the statement of profit and loss) | (692) |
| Net deferred tax libility at beginning of the year | 13 668 |
| NOK 1 000 |
As per 31 December 2021 the Group has recorded a valuation allowance of NOK 247m 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. There were no material transactions entered with related parties in fourth quarter, for further information about related party transactions, refer to note 13 Subsequent events, the annual report for 2020, note 27 and note 12 in the first half year report 2021.
On 7 January 2022 Cloudberry Clean Energy ASA entered a share purchase agreement for the acquisition of 60 per cent of the shares in Captiva Digital Services AS from Captiva Capital Partner AS.
Captiva Digital Services AS with subsidiaries "The Captiva Group" is a data-driven operator, manager and developer of renewable energy in the Nordics. The Group comprise of the following business areas with respective subsidiaries and associated companies:
Captiva Asset Management AS with subsidiaries, delivers management services within operations and maintenance, development and construction, technical and commercial, and finance and accounting services to renewable energy projects in the Nordics.
Captiva Digital Solutions AS with subsidiaries, delivers digital services to renewable energy projects with operational intelligence, visualization, compliance and reporting solutions.
Captiva Energi AS with subsidiaries, delivers development projects within renewable hydro energy and owns a producing hydro power plant, Jåstad Kraft (3.2GWh) located in Ullensvang on the West coast of Norway. Captiva Energi has realised 11 hydro projects the past 5 years.
The Captiva Group will represent a new segment for Cloudberry, "Operations".
The agreed enterprise value for the Captiva Group was NOK 160 million on a cash and debt free basis, taken into account normalized working capital.
At completion the Company has paid a preliminary purchase price of NOK 101m. 50 per cent of the preliminary purchase price has been settles with Cloudberry shares, this was 3.484.041 shares of par value NOK 0.25 and a fair value of NOK 14.50 per share (share capital increase with NOK 0.87m). The remaining 50 per cent has been settled by cash payment of NOK 50.5m. The purchase price is subject to adjustments after audited completion accounts, this will be settled with cash.
The purchase price is based on estimated completion accounts. Estimated equity and net acquired assets in the estimated unaudited consolidated balance sheet per is NOK 30m (based on 100 per cent, including minority interests). The transactions will be accounted as a business combination and the purchase price allocation is in progress. The preliminary PPA will be performed during first quarter 2022.
Cloudberry has the option to acquire the remaining 40 per cent of the Group at call until 30 June 2025 at a pre-determined price. Cloudberry and Captiva Capital Partners AS (seller) has entered into a shareholder agreement which govern their rights and obligations as owners of Captiva Digital Services AS. Chairman of the Board of Directors in Cloudberry; Frank J Berg, through CCPartner AS and related party Mothe Invest AS hold a minority ownership (33 per cent) of Captiva Capital Partner AS (the seller).
For further details about the transaction please refer to the Company's press release on 7 January.
On 1 February 2022 Cloudberry Production acquired 100 per cent of the shares in Tinnkraft AS, a producing hydro power plant, and entered a share purchase agreement for the acquisition of the hydro power project Øvre Kvemma.
Tinnkraft is located in Tinn municipality, in the attractive NO 2 price area. The annual average power production is 6.3 GWh.
The total purchase price was NOK 27.7m and was paid with cash settlement. The acquisition of the producing power plant will be accounted as a business combination and the purchase price allocation will be performed in first quarter 2022. Tinnkraft AS will be consolidated in the Group accounts from 1 February 2022.
Øvre Kvemma, developed by NGK Utbygging AS (NGKU), is situated in Lærdal municipality, in the NO5 price area. The estimated, annual power production is 19.4 GWh. The transaction will be closed once the power plant is completed during H1 2024, and after a commissioning period.
On 3 February Cloudberry Develop acquired 100 per cent of the shares in Munkhyttan Vindkraft AB. The company owns a late-stage development project, Munkhyttan, located in Lindesberg municipality, which is in SE2 price area of Sweden.
Munkhyttan is a project with construction permit for 18 MW.
Cloudberry has also secured an option to acquire additional 18MW project Munkhyttan II, on the same terms. This project is in concession process.
The acquisition will be accounted as an asset acquisition.
On 4 February Cloudberry Clean Energy ASA signed the acquisition of the project Kafjärden with related assets.
Kafjärden is an onshore wind power project in SE3 area in Sweden. The project has a construction permit for 18-40 MW and parts of the infrastructure is already in place, including roads, crane pads, foundation and power grid. The project is planned to be completed by end of 2023.
The acquisition will be accounted as an asset acquisition.
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 | Q4 2021 | Q4 2020 | FY 2021 | FY 2020 |
|---|---|---|---|---|
| EBITDA, incl associated companies | (6 685) | (16 492) | (31 075) | (29 822) |
| EBIT, incl associated companies | (10 754) | (17 306) | (40 821) | (33 111) |
| Equity ratio | 84.5% | 75.5% | 84.5% | 75.5% |
| Net interest bearing debt | (810 741) | (341 919) | (810 741) | (341 919) |
| NOK 1000 | Q4 2021 | Q4 2020 | FY 2021 | FY 2020 |
|---|---|---|---|---|
| Long-term interest bearing debt | 294 087 | 26 440 | 294 087 | 26 440 |
| Short-term interest bearing debt | 10 105 | 236 767 | 10 105 | 236 767 |
| Cash and cash equivalent | (1 114 934) | (605 126) | (1 114 934) | (605 126) |
| Net interest bearing debt | (810 741) | (341 919) | (810 741) | (341 919) |
| NOK 1000 | Q4 2021 | Q4 2020 | FY 2021 | FY 2020 |
|---|---|---|---|---|
| Operating profit (EBIT) | (10 754) | (17 306) | (40 821) | (33 111) |
| Depreciations and amortizations | 4 069 | 814 | 9 746 | 3 289 |
| EBITDA | (6 685) | (16 492) | (31 075) | (29 822) |
The Group's segment financials are reported on a proportionate basis.
The Group introduces Proportionate Financials as the Group is of the opinion that this method improves transparency and earnings visibility, and also aligns with internal management reporting.
The key differences between the proportionate and the consolidated IFRS financials are that associated companies are included in the financial accounting lines, the profit or loss statement and share of assets and net debt, with the respective proportionate ownership share, while in the consolidated financials associated companies are consolidated with the equity method.
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, in the proportionate financials, internal revenue and expenses, are retained. Proportionate interest-bearing debt and NIBD does not include shareholder loans.
From the consolidated IFRS reported figures, to arrive at the proportionate figures for the respective periods the Group has:
A: Added back eliminated internal profit or loss items and internal debt and assets, column A.
B: Replaced the equity accounted net profit from associated companies in the period with items in column C, D and E. Replaced the investment in shares in associated companies including historical share of profit or loss (asset value) with balance sheet items in column C, D and E.
C: Reclassified excess value items included in the equity method to the respective line in the Profit or loss statement, and in the balance sheet.
D/E: Included the proportionate share of the line in the profit or loss statement items (respectively: revenues, operating expenses, depreciations and amortizations and net finance items) and the balance sheet items (total assets, interest bearing debt and cash) for the respective associated company.
The tables below reconcile the consolidated Group figures with the proportionate financial for the periods fourth quarter 2021, fourth quarter 2020, FY 2021 and FY 2020.
| A | B | C | D | E | |||
|---|---|---|---|---|---|---|---|
| Total | Other eliminations |
Equity | Excess | Proportionate share of line |
Proportionate share of line |
Total | |
| NOK 1 000 | consolidated | group | accounted | value | items Forte | items Odal | proportionate |
| Total revenue | 21 656 | - | - | - | 14 155 | - | 35 811 |
| Operating expenses ex depreciations and amortisations |
(39 484) | - | - | - | (5 602) | (1 306) | (46 392) |
| Net income/(loss) from associated companies |
11 144 | - | (11 144) | - | - | - | - |
| EBITDA | (6 685) | - | (11 144) | - | 8 553 | (1 306) | (10 581) |
| Depreciation and amortisation | (4 069) | - | - | (706) | (2 049) | (53) | (6 877) |
| Operating profit (EBIT) | (10 754) | - | (11 144) | (706) | 6 504 | (1 358) | (17 457) |
| Net financial items | (8 935) | - | - | 8 384 | (281) | (832) | |
| Profit/(loss) before tax | (19 689) | - | (11 144) | (706) | 14 889 | (1 639) | (18 289) |
| Total assets | 3 118 838 | 110 289 | (678 084) | 160 120 | 361 439 | 742 004 | 3 814 606 |
| Interest bearing debt | 304 192 | - | - | - | 225 803 | 296 299 | 826 294 |
| Cash | 1 114 934 | - | - | - | 33 690 | 133 429 | 1 282 053 |
| NIBD | (810 741) | - | - | - | 192 113 | 162 870 | (455 759) |
| A | B | C | D | E | |||
|---|---|---|---|---|---|---|---|
| NOK 1 000 | Total Consolidated |
Other eliminations group |
Equity accounted |
Excess value |
Proportionate share of line items Forte |
Proportionate share of line items Odal |
Total proportionate |
| Total revenue | 1 688 | - | - | - | 1 493 | - | 3 181 |
| Operating expenses ex depreciations and amortisations |
(14 624) | - | - | - | (1 930) | - | (16 554) |
| Net income/(loss) from associated companies |
(3 556) | - | 3 556 | - | - | - | - |
| EBITDA | (16 492) | - | 3 556 | - | (437) | - | (13 373) |
| Depreciation and amortisation | (814) | - | - | (591) | (1 259) | - | (2 664) |
| Operating profit (EBIT) | (17 306) | - | 3 556 | (591) | (1 696) | - | (16 037) |
| Net financial items | (378) | - | (1 130) | - | (1 508) | ||
| Profit/(loss) before tax | (17 684) | - | 3 556 | (591) | (2 826) | - | (17 545) |
| Total assets | 1 396 861 | (46) | (337 081) | 148 332 | 336 422 | 108 581 | 1 653 069 |
| Interest bearing debt | 263 207 | - | - | - | 235 742 | - | 498 949 |
| Cash | 605 126 | - | - | - | 10 905 | 32 667 | 648 698 |
| NIBD | (341 918) | - | - | - | 224 837 | (32 667) | (149 748) |
| A | B | C | D | E | |||
|---|---|---|---|---|---|---|---|
| NOK 1 000 | Total Consolidated |
Other eliminations group |
Equity accounted |
Excess value |
Proportionate share of line items Forte |
Proportionate share of line items Odal |
Total proportionate |
| Total revenue | 40 898 | - | - | - | 41 588 | - | 82 486 |
| Operating expenses ex depreciations and amortisations |
(89 031) | - | - | - | (17 439) | (2 062) | (108 532) |
| Net income/(loss) from associated companies |
17 059 | - | (17 059) | - | - | - | - |
| EBITDA | (31 075) | - | (17 059) | - | 24 149 | (2 062) | (26 046) |
| Depreciation and amortisation | (9 746) | - | - | (2 823) | (6 787) | (52) | (19 408) |
| Operating profit (EBIT) | (40 821) | - | (17 059) | (2 823) | 17 363 | (2 115) | (45 455) |
| Net financial items | (22 287) | - | - | 9 113 | (792) | (13 966) | |
| Profit/(loss) before tax | (63 108) | - | (17 059) | (2 823) | 26 476 | (2 907) | (59 419) |
| Total assets | 3 118 838 | 110 289 | (678 084) | 160 120 | 361 439 | 742 004 | 3 814 606 |
| Interest bearing debt | 304 192 | - | - | - 225 803 |
296 299 | 826 294 | |
| Cash | 1 114 934 | - | - | - | 33 690 133 429 |
1 282 053 | |
| NIBD | (810 741) | - | - | - | 192 113 | 162 870 | (455 759) |
| A | B | C | D | E | |||
|---|---|---|---|---|---|---|---|
| NOK 1 000 | Total Consolidated |
Other eliminations group |
Equity accounted |
Excess value |
Proportionate share of line items Forte |
Proportionate share of line items Odal |
Total proportionate |
| Total revenue | 3 640 | 200 | - | - | 1 493 | - | 5 333 |
| Operating expenses ex depreciations and amortisations |
(29 904) | - | - | - | (1 930) | - | (31 834) |
| Net income/(loss) from associated companies |
(3 556) | - | 3 556 | - | - - |
- | |
| EBITDA | (29 822) | 200 | 3 556 | - | (437) | - | |
| Depreciation and amortisation | (3 289) | - | - | (591) | (1 259) | - | (5 139) |
| Operating profit (EBIT) | (33 110) | 200 | 3 556 | (591) | (1 696) | - | (31 640) |
| Net financial items | (1 141) | 139 | - | (1 270) | - | ||
| Profit/(loss) before tax | (34 253) | 339 | 3 556 | (591) | (2 966) - |
(33 912) | |
| Total assets | 1 396 861 | (46) | (337 081) | 148 332 | 336 422 | 108 581 | 1 653 069 |
| Interest bearing debt | 263 207 | - | - | - | 235 742 | - | |
| Cash | 605 126 | - | - | - | 10 905 | 32 667 | 648 698 |
| NIBD | (341 918) | - | - | - | 224 837 | (32 667) | (149 748) |
| 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 normalized 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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