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Quantafuel
Annual Report • Apr 28, 2022
3722_10-k_2022-04-28_5f151175-5ad3-418f-a500-3b089f542a3f.pdf
Annual Report
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Quantafuel ASA
Annual Report 2021
Quantafuel
- Report from the Board of Directors
- Consolidated financial statements and notes
- Auditor's report
List of Signatures Page 1/1
= 2021 Quantafuel BOD report.pdf
| Name | Method | Signed at |
|---|---|---|
| Enger, Thorleif | BANKID | 2022-04-27 17:12 GMT+02 |
| Teigland, Wenche | BANKID MOBILE | 2022-04-27 16:39 GMT+02 |
| Rosenløv Jensen, Lars | BANKID | 2022-04-27 16:34 GMT+02 |
| Kasper Bech Trebbien | NEMID | 2022-04-27 16:27 GMT+02 |
| Maximilian Walter | One-Time-Password | 2022-04-27 16:14 GMT+02 |
| Smith, M Margrethe | BANKID | 2022-04-27 20:40 GMT+02 |
| KOPPERVIK, BERIT | BANKID MOBILE | 2022-04-27 18:42 GMT+02 |
| Andersen, Ann-C Gjerdseth | BANKID | 2022-04-27 18:13 GMT+02 |
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Report from the Board of Directors 2021
About the Company
Quantafuel ASA (the "Company") is the parent company of the Quantafuel Group ("Group"). The main office is located in Oslo (Norway).
The Group includes, in addition to Quantafuel ASA, the following subsidiaries:
Quantafuel Oslo AS Quantafuel Kristiansund AS Quantafuel Denmark Aps Quantafuel Skive Aps Quantafuel Esbjerg Aps Quantafuel Aalborg Aps Quantafuel Sweden AB Quantafuel UK Ltd Quantafuel Sunderland Limited Quantafuel Cheshire Limited Next Gen Energy S.A de C.V
Quantafuel is a technology-based recycling company conver plastic waste back into lowcarbon synthetic oil products replacing virgin oil production of new plastics, as well as development and operation in related activities. Quantafuel establishes, operates and owns dedicated Plastic-to-Liquid (PtL) plants and plastic sorting facilities, and plans to establish several plants throughout Europe and beyond. Quantafuel currently has two plants in operation; Skive (Denmark) for chemical recycling and Kristiansund (Norway) for combined mechanical recycling. The strategy is to expand the company internationally to make a meaningful contribution to solve one of our times' most pressing environmental challenges.
Quantafuel focuses on building a circular economy for plastics that increases resource utilisation and reduces emissions. We rescue low-value waste from its final stop at the landfill, or incineration plant, and bring it into a circular economy where it is turned into new products. Our technology is essential to helping European countries reach defined recycling targets and businesses increase the share of recycled content in their products.
Highlights 2021
2021 has been an eventful year for Quantafuel. The company's mission is to drive a sustainable future by converting plastic waste into valuable products, and Quantafuel has proved its chemical conversion technology. By offering a win-win solution for the environment, shareholders and its customers, Quantafuel is well positioned to capitalise on these opportunities based on its process and technology toolbox.
During 2021, there has been a high focus on Skive and we have seen some great progress; from operating the first production line at full capacity in Q1 to successfully upgrading and commissioning two production lines, and quickly transitioning them into production mode in Q4. We did not reach our target of reaching Proof-of-Concept (PoC) during 2021 and were very pleased to reach this milestone during Q1 2022.
In January 2021, Quantafuel acquired a 40 percent share of Geminor Invest AS, the 100% owner of Geminor AS, a market leader in waste trading, logistics and sorting. The purchase price was NOK 168 million, settled in
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Quantafuel shares and a cash element of approx. NOK 2 million. As part of the transaction, Quantafuel was also granted an option to acquire the remaining shares in Geminor Invest AS.
In June 2021, Quantafuel strengthened its position in Denmark by acquiring the 23.7% remaining shares of Quantafuel Skive ApS. Following the purchase, Quantafuel now owns 100% of the plant in Skive.
In July 2021, Kjetil Bøhn informed the board that he would step down from his position as CEO. As the company was entering the industrial phase, it was a pleasure to announce Lars Rosenløv as the new CEO from 1* of November 2021. Mr Rosenløv has 30 years of industrial experience from the process industry in Equinor ASA.
In December 2021, Quantafuel acquired the remaining 50% of the shares in Quantafuel UK, as well as the project companies in Sunderland and Cheshire. Through these acquisitions, Quantafuel owns 100% of the three companies Quantafuel UK Ltd, Quantafuel Sunderland Limited and Quantafuel Cheshire Limited, and is continuing strengthen our position in the UK market.
Despite 2021 being another year with Covid-related challenges, Quantafuel its activities. Based on the experience gained from our plants in Skive (Denmark) and Kristiansund (Norway), as well as a notable process and technology toolbox, Quantafuel's management and Board of Directors are confident in continuing announced projects. We are discussing the roll-out of large-scale capacity plants with both existing and potential partners.
Environment, Social and Governance (ESG)
With a fully certified value chain, and a technology enabling more plastic waste to be materially recycled, Quantafuel is well positioned as a key recycling partner. Quantafuel offers a clear path for our partners' journey into a circular economy for plastics:
Recycling: By sending plastic waste to Quantafuel, you (our partners) contribute to a circular economy for plastics. Plastic waste will be converted into recycled products in compliance with the EU definition of recycling.
Transparency: The Quantafuel approach improves transparency in the waste sector. Environmental certification guarantees that the origin of the waste is known and upgrade yield to material recycled product is properly documented.
Environment: We offer proof of environmental benefits. Life Cycle Assessments are being used as a tool for analysis and development for Quantafuel plants, guaranteeing transparency about the environmental footprint of our product and process.
Quantafuel has completed a materiality assessment based on interviews with selected stakeholders including employees, investors, partners, industry and sustainability experts. Based on responses, we have identified the following sustainability priorities:
- Contribution to circular economy
- ESG focus across our supply chain
- Minimised CO2 footprint
- Traceability of waste plastic and end products
- EU Taxonomy compliance
Concrete goals in these areas, such as targets for improved resource efficiency and reduced CO2 footprint, are in preparation, and data is being finalised for the upcoming LCA study. To gain further knowledge on how to maximise yield when recycling household plastic waste, Quantafuel has initiated a third-party study
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in cooperation with and supported by our industrial partner BASF, analysing 4,000 tonnes of plastic waste with respect to polymer distribution and suitability for chemical recycling. We expect the outcome to add significant value to our operations and sourcing strategy.
With regards to the UN sustainable development goals (SDG), the following five goals are considered most relevant:
- SDG 7: Affordable and clean energy
- SDG 9: Industry, innovation and infrastructure
- SDG 11: Sustainable cities and communities
- SDG 12: Responsible consumption
- SDG 13: Climate action
In early 2021, Quantafuel received both REDcert² and ISCC PLUS environmental certificates from German TÜV NORD. These certificates testify that Quantafuel sources feedstock from sustainable sources. The certificates also guarantee that Quantafuel's production process lives up to strict standards of traceability and environmental integrity. Following the receipt of the REDcert² certificate, Quantafuel sent the first commercial product batch from Skive to BASF.
Quantafuel is continuing to expand the activities with experienced companies with a strong ESG focus to further improve our sustainability performance. To this end, we have joined the leading expert network Sustainability Hub as an active partner in 2021.
Quantafuel's plants will be built according to high sustainability standards, and our goal is to ensure that our own production is climate-neutral and waste-free. As we are moving our business into the operational stage, we are continuing to strengthen our work in the ESG field. Key milestones in 2021 were to develop a comprehensive sustainability strategy, including measurable KPIs covering Scope 1 to Scope 3 CO2 emissions, resource efficiency, and other relevant environmental impacts.
Quantafuel has initiated a comprehensive effort to document the Company's environmental footprint. The Norwegian Institute for Sustainability Research (NORSUS) has been selected to conduct a full Life Cycle Analysis (LCA) of our value chain, measuring the resource efficiency and carbon footprint of our process. A Material Flow Analysis will also be conducted on a 10,000-ton waste stream to determine the precise share of plastic waste that is recycled.
Quantafuel has developed a Green Finance Framework relevant for raising future capital via green bonds, reviewed by CICERO.
Health, Safety and Environment (HSE)
Quantafuel has an objective of zero harm to people, the environment, and assets. HSE is a non-negotiable priority in all Quantafuel operations.
Quantafuel had two minor injuries in 2021 that needed medical treatment. There have been no accidental releases to the environment. The company remains committed to ensuring a safe working environment and excellent HSE performance.
There is continuous effort, commitment and focus on prevention of health, safety and environmental incidents and events. Operators, employees, and subcontractors undergo both mandatory HSE training, as well as other required certification to ensure a safe and healthy working environment.
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REACH Regulation aims to improve the protection of human health and the environment through better and earlier identification of the intrinsic properties of chemical substances. Quantafuel the relevant REACH (PPORD) registrations for all chemical produced at both the Skive and Kristiansund plant.
Skive plant
Quantafuel Skive ApS is 100% owned by Quantafuel ASA after the purchase of shares from minority owners in 2021. The plant has a design capacity of 20,000 tonnes annually, divided on four equal processing lines, with common up- and downstream equipment for feedstock handling and pyrolysis oil processing.
During 2021, the plant had less uptime than planned, and the main focus has been on making the processing lines more robust and removing of obstacles that prevented stable production at high load. This work culminated in installation of new equipment in a major turnaround that due to supply chain issues for key parts had to be postponed from Q3 to Q4. This new equipment has proven to bring both capacity and stability close to expectations. Minor adjustments and tuning of main process and supporting systems are expected to continue during the coming quarters.
The Skive organisation has during the year been strengthened to handle preventive maintenance in parallel with 24/7/365 operations.
We reached significant achievements in Skive in January 2022, processing more than 100 MT of plastic waste weekly and with two lines running simultaneously with an uptime of 69% at an average load of 79%. Upgrade of the two remaining lines is ongoing as previously communicated.
On 5 February 2022, the Skive plant in Denmark experienced a mechanical failure in the burner chamber of one of the production lines. As a safety precaution was closed down to allow for root cause to be identified and rectified. There were no personal injuries, neither any hazardous substances released to the environment.
In March 2022, Quantafuel announced Proof of Concept (PoC) for its Skive plant after more than seven days of continuous operation at a level corresponding to an annual capacity of 16,000 tonnes of plastic waste infeed.
The total investment cost of Skive was adjusted to NOK 620 million, and with the plant's readiness for stable production, the ownership was transferred to Quantafuel Skive ApS.
Kristiansund plant
There is a strong demand – and record-high prices – for high-quality recycled plastic material. Quantafuel's recycling plant in Kristiansund completed its new 20,000 tonnes per year sorting line in 2021. We have been feeding plastic into the new line since mid-November and up to 40 tonnes of plastic is being processed on a daily basis. Although we are still ramping up, a number of product shipments have been made at market prices significantly above budget assumptions.
Quantafuel's acquisition of Replast adds mechanical recycling capacity to Quantafuel's existing chemical recycling portfolio. The Company expects that by combining mechanical and chemical production, the recycling rate will increase considerably. Further plants can be established across the Nordics based on a similar set-up. In Kristiansund, Quantafuel is also testing new reactor design for future Plastic-to-Liquid plants.
Quantafuel's operation in Kristiansund illustrates the company's growth plans; By combining chemical recycling with mechanical sorting and recycling, we optimize plant economics and recycling rates, which in turn contributes towards solving the global plastic waste issue.
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In December 2021, the set-up in Kristiansund was enhanced with additional extruder capacity. The extruder is now fully operational and turns hard plastic polyethylene (HDPE) and polypropylene (PP) flakes into pellets used by European customers for making new plastic products.
To fully utilise the available sorting capacity, additional modules to increase commercial volumes will be installed, with production scheduled to start in Q3 2022. In addition to the capacity of 20,000 tonnes for mechanical recycling, the plant will have capacity to increase production with 10,000 tonnes of chemical recycling feedstock per year for a potential permanent Plastic-to-Liquid plant, extending the current plasticsto-liquid pilot, by increasing operational shifts on the sorting line.
In February 2022, we entered into a new chapter in our cooperation with Geminor in Norway; offering plastic recycling solutions to a larger national customer base. Quantafuel's sorting and recycling capacity combined with Geminor's tracking software (Gemisoft), trading and logistics are the key competitive advantages that will enable us to build market share and become a key and trusted player within this market. Geminor extend the sourcing arm of Quantafuel Kristiansund to secure supplying the facility with a minimum of 20,000 tonnes of solid plastics annually. Together, we aim to become the leading plastic upstream player in Norway and the rest of the Nordics.
Esbjerg development
Quantafuel is progressing as planned with its Esbjerg sorting and recycling project development in Denmark. The Esbjerg sorting facility is planned to be operational during the second half of 2023. The aim for Esbjerg is to become the major Danish hub for plastic waste sorting, significantly contributing to the EU and national recycling targets, reducing incineration, and lowering CO2 emission.
Quantafuel believes that the Esbjerg development will be a game-changer for the post-consumer plastic waste market in Denmark. There is a great need for plastic waste sorting capacity as Denmark has set very high targets for recycling of plastic waste and our Esbjerg plant will be a major contributor for the country to reach its ambitious targets. Once completed, the facility will have the capacity to sort more than 160,000 tonnes of plastic waste into clean mono-fractions, ideally suited for mechanical and chemical recycling.
The plastic waste sorting facility is Quantafuel's first step towards developing a full sorting and recycling site in Esbjerg. The next phase will include a large-scale Plastic-to-Liquid (chemical recycling) plant based on Quantafuel's technology, with significant volumes of waste plastics feedstock sourced from the sorting facility.
We are moving into pre-construction phase and are confident in securing financial capacity to start construction soon. The Esbjerg Sorting Plant has a planned capex of around NOK 700 million.
Aalborg facility
Quantafuel has secured a plot in Aalborg, adjacent to Geminor's Aalborg-site, through a contract with Port of Aalborg to develop a logistics and sorting hub with the primary focus to ensure stable feedstock supply to our plant in Skive. The facility will be operated in close co-operation with Geminor.
New prospects
In December 2021, ENOC Group, Dubal Holding LLC and Quantafuel signed a Memorandum of Understanding (MoU) to do a feasibility study regarding the potential of establishing and operating plasticto-liquid production plants in the United Arab Emirates (UAE) The UAE recently announced "The UAE Net Zero by 2050 Strategic Initiative", a national drive to achieve net-zero emissions by 2050 as well as an ambition to send zero waste to landfill by 2030. The initiative aims to promote dynamic growth alongside positive environmental impact. The plastic-to liquid project with Quantafuel will be a significant step towards a circular economy by converting waste plastics into valuable products.
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Quantafuel has strengthened its position in the UK by signing a contract to acquire the remaining 50% of the shares in Quantafuel UK, as well as the project companies in Sunderland and Cheshire. Following the full implementation of the agreement, Quantafuel ASA will own 100% of the three UK companies. We see a strong potential in the UK market and look forward to contributing towards the circular economy and help improve the UK's plastic recycling rates. We are making progress with our Sunderland project where we have selected a 12-acre (approximately 50,000 m2) site on the port for our first large-scale plant in the UK. A preliminary planning application has been submitted, and a full planning application and permitting application will be finalised and submitted in May. Subject to approval, this plant will annually process over 100,000 tonnes of plastic waste.
We continue to work closely with the Vitol company VTTI towards a chemical recycling plant supplying circular raw materials to Vitol. The feasibility study is proceeding, but due to an extended timeline for the permitting process for the initial site, which would significantly delay the target start-up date, we are looking at alternative sites.
European growth
In March 2021, Quantafuel entered into a Memorandum of Understanding (MoU) with Corepla and SAIPEM to jointly promote circular economy models for plastic waste, and to seek building chemical recycling plants throughout Italy.
In April 2021, BASF, Quantafuel and REMONDIS signed a Memorandum of Understanding (MoU) to jointly evaluate a cooperation in chemical recycling including a joint investment into a pyrolysis plant for plastic waste.
Research & Development (R&D)
Quantafuel believes in exploring ideas through innovative projects, driving solutions for a more sustainable waste and energy market. Our R&D team is driving strategic initiatives to improve the chemical recycling technology portfolio, including maximum use of by-products. Triggered by dialogues with potential industrial partners and offtake partners for new prospects, Quantafuel is expanding the toolbox for future development to include a product range from purified pyrolysis oil, as well as maximizing yield of light fraction suitable for sensitive downstream use.
Testing of new pyrolysis technology is continuing in Kristiansund, in close cooperation with Quantafuel's R&D capacities, as well as together with our industrial partners. Throughput and stability have increased, and the products show promising analysis results. Bottlenecks and improvements have been identified, and further improvements of the system to achieve expected reliability are continuously being implemented.
Testing has continued throughout 2021, providing the necessary data for BASF and Quantafuel to evaluate and conclude on use of this reactor technology in a permanent installation.
In December, Quantafuel was awarded NOK 13.7 million in funding from The Norwegian Research Council (Forskningsrådet) to further develop chemical recycling of plastic waste into low-carbon synthetic oil products replacing fossil oil feedstock. The funds will be applied in Quantafuel's Innovation Hub at the Norwegian university NTNU named "Chemical Conversion of Waste". This partnership was formally launched in October 2021 with NTNU's Department of Chemical Engineering to continue the optimisation of Quantafuel's Plastic-to-Liquid technology offerings.
People and Organisation
The Quantafuel Group as of 31.12.2021 had a total 93 employees whereof 90 full-time, out of which 60 are employed in Quantafuel ASA. In the Company, one employee holds a part time position, by personal choice.
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In addition, the Company have had two employees in temporary positions to cover for temporary workload and employees on parental leave. Quantafuel employs a high level of engineering and technical personnel, which historically has been dominated by men. The workforce currently consists of 75% male and 25% female in the Group and 70% male and 30% female in the Company.
The sick leave for the Group and Company is low and below 1%.
Quantafuel has a treatment insurance for all employees.
The average number of weeks for parental leave was 34 for women and 15 for men, where of respectively 19 and 14 were taken in 2021.
For Quantafuel ASA, excluding executive management, women earned 83% of their male counterparts' average salary in 2021.
| Womens's salary as | |||
|---|---|---|---|
| Position | Proportion of | a proportion of | |
| category | women (%) | men's (%) | |
| 1 | 0 % | ||
| 2 | 25 % | 96 % | |
| 3 | 33 % | 85 % | |
| 4 | 50 % | 74 % |
The table above shows salary levels and gender balance for employees in the Company separated into four categories based on the position's degree of responsibility and complexity.
The Company and Group employees represent a wide diversity in education, previous working experience, gender, age and cultural background. For Quantafuel, diversity is viewed as a source of advantage. Differences in background, culture and perspectives are important for the company, and in 2021 a total of 19 nationalities were represented in Quantafuel Group among its employees.
We do not tolerate any form of harassment, bullying or discrimination, including but not limited to harassment or discrimination based on gender, race, colour, ethnicity, religion, disability, political views, trade union affiliation, sexual orientation, or marital status. These are important principles that are anchored in the Company's Code of Conduct.
The current routine for notifying deviations and/or objectional conditions is clearly explained in our Personnel Handbook. We have established routines for notification, which ensures registration and handling of notification cases and protection against retaliation. We want to be open and reverent in our relationships with each other. It is everyone's responsibility to contribute to a supportive work environment, based on mutual trust, openness, and respect.
Quantafuel facilitates equal opportunity for professional and personal development for all employees. Our ambition is to create and achieve a working environment where all employees can feel they are contributing and are heard. We will continue to work towards our differences and similarities becoming our strength, with the ambition of creating and keeping an open, curious, and inclusive culture. We have established routines for maintaining and further developing an inclusive work environment.
Through regular employee consultations, we also ensure an open dialogue between the immediate manager and employee, with a focus on inclusion, work environment and well-being.
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At the same time, we want to have an "open door", to ensure that regular conversations are taken throughout the year. During the first quarter of 2022 we have conducted an employee survey and plan to run this twice a year going forward. There are quarterly Working Environment Committee (WEC/AMU) meetings in the company, where issues are raised - and followed up further. The work environment is a fixed point, but we have had no issues during 2021.
The ambition is to have a sustainable work environment that performs at a high level, based on the inclusion of our differences, and together take advantage of the differences to develop as a company with technology and innovation. We want to show all employees that they are valued for the differences they represent and that they contribute to success.
As part of our systematic work with HSE, we have established strong routines for maintaining and further developing an inclusive work environment.
Insurance for board members and general manager
The Company has an insurance for the members of the Board of Directors and CEO.
The insurance covers:
- Any claim first made against the insured persons during the period of insurance.
- Defence costs incurred by the insured persons in connection with such claim, and
- Legal representation expenses incurred by the insured persons in connection with an investigation or enquiry first instigated during the period of insurance.
Governance
Quantafuel shall conduct its business with integrity, respecting the laws, cultures, dignity and rights of individuals in all of the countries where we operate. The Code of Conduct is the key governing document in Quantafuel. The Code of Conduct guides our behaviour to ensure that we act with the utmost care and absolute integrity.
Board of Directors' Rules of Procedure provide rules to govern the work and procedures of the Board of Directors ("the Board") of Quantafuel ASA within the framework of the Public Limited Companies Act, the Company's Articles of Association, other applicable rules and the Norwegian Code of Practice for Corporate Governance ("NUES").
The Board represents and is accountable to all shareholders of the Board has the overiding responsibility for the management of the Company. With the goal of increasing shareholder value for the long term the Board shall, inter alia:
- ensure that the activities of the Company are properly organised;
- •
- · keep itself informed about the Company's financial position; and
- be obliged to ensure that the operations, accounts and asset management are subject to adequate control.
The Board shall supervise the Company's day-to-day management and the Company's activities in general and may issue guidelines in this respect. The Board has delegated to the responsibility for the day-to-day management of the Company's activities, as set out in the separate Rules of Procedure for the CEO.
The Audit Committee, consisting of two Board members, holds regular meetings with CFO and Head of Accounting.
For certain topics, the Board of Directors establish project specific committees that conduct reviews with the administration before Management presents the respective topics to the Board of Directors for approval.
The Company has a Nomination Committee, regulated by the Company's Articles of Association.
In December 2020 – January 2021, the Board conducted a Board evaluation by an external party. The Board will use this evaluation as part of its continuous work. The results and conclusions have also been presented to the Nomination Committee of the Company.
The Board has during 2021 held eleven meetings, with additional six resolutions made by circulation.
Risk
To ensure a robust process of mitigating the risks in the Group, measures are initiated to have a systematic approach to risk handling and mitigation at all levels of the organisation.
Covid-19
The ongoing Covid-19 situation has impacted our operations. We have seen that it has impacted the construction of the Skive plant which has taken more time and resulted in higher costs than originally planned. Any new outbreak of the pandemic can negatively affect our operations and projects by hindering access to internal project resources, equipment suppliers and external resources.
Ukrainian war
The war in Ukraine, and sanction policies to Russia, can have effect on supply, demand and prices of important material, offtake and services.
Project Risk
The Group's ability to carry out profitable projects is important to meet our growth plans and business goals. In parallel with the final commission of the Skive project, Quantafuel is reviewing its project execution model to ensure quality and robustness required for Quantafuel's future projects. The Group is performing lessons learned processes, and a full project evaluation will be completed before making an investment decision for a new construction project.
Market Risk
The Group had limited external sales through 2021, and thus limited market risk connected to the operation for the year. Given that the Skive plant is the first of its kind, there is a risk that the plant, as well as the Kristiansund plant, may require improvements or adjustments which may delay or limit full-scale and/or stable operations, as well as delay development and commencement of operation of future plants. Detailed terms for any offtake from Quantafuel's plants, including from the Skive and Kristiansund plants, are subject to final agreement between the relevant parties. This may include elements such as price, volume and quality of the products. It is emphasised that the price that Quantafuel will receive from the sale of its products may vary from contract to contract and will be exposed to pricing of raw materials.
Intellectual Property Risk
Quantafuel's daily business and business strategy are tied to its technology and know-how. The Group relies on a combination of trade secrets, confidentiality procedures and contractual provisions to protect its intellectual property rights. Quantafuel has registered patent applications and trademarks. The Group cannot give assurances that its measures for preserving the secrecy of its trade secrets and confidentiality information are sufficient to prevent others from obtaining such information.
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The industry in which the Group operates, sees frequent changes and developments in technology. Such changes and developments can be driven by competitors of the Company with substantially greater resources than those of the Company.
IT and Cyber Risk
While precautions have been taken, Quantafuel is exposed to IT and cyber security risk which can among others impact operation, projects, technology and intellectual property.
Liquidity Risk
The Group has capital commitments relating to borrowings and plants. The Group has a defined growth strategy and will be seeking additional funding as the roll-out of large-scale capacity plants begins, and for future M&A opportunities.
The Company has a limited operating history and has of today only generated limited revenues. Since its inception, the Company has incurred significant losses, and to date, the Company has financed its operations through inter alia private placements of equity. The Company expects to continue to incur significant expenses and losses until the plants in Skive and Kristiansund are operating at full capacity.
To the extent the Group does not generate sufficient cash from operations, the Company and/or the Group may need to raise additional funds through debt or additional equity financings to execute the Group's growth strategy and to fund capital expenditures. Increased debt funding will expose the Company for more interest risk. Adequate sources of capital funding may not be available when needed or may not be available on favourable terms.
The Group currently has a liquidity of NOK 284.9 million in bank deposits as at 31 December 2021.
Credit Risk
The Group's credit risk is limited as the Group had limited external sales in 2021. The revenue in Quantafuel ASA mainly derives from group internal revenue.
Currency Risk
The Group has currency risk linked to DKK, EUR, USD and NOK, mainly for the Skive, Esbjerg, Aalborg and Kristiansund projects. No hedging agreements have been entered into for the projects.
Regulatory Risk
There is a risk that changes to regulations - regional, national or international - may affect the Company's business.
Cashflow
The Quantafuel group had a net decrease in cash of NOK 407.3 million for the year, while the Company had a net decrease of NOK 439.0 million. The operational cashflow for the Group was negative NOK 210.5 million, and for the Company negative NOK 337.8 million. Cashflow from financing activities for the Group was NOK -1.25 million and for the Company NOK 0.07 million. Group cash balance as at 31.12.21 was NOK 284.9 million, and for the Company NOK 243.3 million.
Financial position
For the Group, equity was NOK 1,068.5 million as at 31.12.21 corresponding to a book equity ratio of 71%. Equity increased by NOK 414.5 million during the year following issuance of shares relating to purchase of Geminor Invest AS, purchase of remaining shares in Quantafuel Skive Aps and conversion of convertible loan from BASF.
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Total non-current assets at the end of year 2021 was NOK 1,151.7 million due to an increase of Assets under construction related to Skive plant of NOK 88.7 million and costs for FEED and concept of NOK 59.3 million.
The Company had an equity of NOK 931.5 million as at 31.12.21, corresponding to a book equity ratio of 86.4%. Equity increased by NOK 585.2 million during 2021.
In the Board's opinion, the information in the financial statements give a true and fair view of the company `s assets, debt and financial situation.
Going concern
Based on the implemented industrial, operational and financial strategy, it is the opinion of the Board that Quantafuel has good prospects of profitable operation and growth going forward.
In accordance with the Accounting Act § 3-3, the Board confirms that the Financial Statements have been prepared under the assumption of going concern.
Allocation of the result
The Company`s net profit for the year was NOK 52.04 million, which the Board recommends being allocated against retained earnings:
Quantafuel ASA Retained earnings
NOK 52.04 million
Outlook
Following Proof-of-Concept for our Plastics-to-Liquid plant in Skive, focus remains on ramping up production volumes at the plant. In parallel, the final investment decision for the Esbjerg Sorting Plant is a key milestone for Quantafuel. Further, in our Kristiansund plant we are increasing capacity on sorting and working on a chemical recycling plant planned to be operating alongside the existing mechanical recycling plant.
The Board of Directors fully support Quantafuel's management and organisation to continue the announced growth plan. Further prospects are under development and will be announced when the required maturity is reached. Our positioning upstream and our industrial partners are putting us in a good position to build a circular economy for plastics in Europe and beyond.
Quantafuel is discussing the roll-out of large-scale capacity plants with both existing and potential new partners. Quantafuel notices a rapidly growing interest from major players across Europe that might lead to new partnerships and FEED studies for integrated plants during the next months.
The market remains positive for Quantafuel's products, with prices for related products being higher than previously expected.
EU's Green Deal requiring 50% recycling by 2025 is an important accelerator for plastic recycling. For Quantafuel this means more business opportunities and continued technology development, for which we are building our organisation. Quantafuel is 100% committed to contributing towards solving the global waste problem, and our employees are proud of being part of a company that is acting now.
The Board would like to thank the employees for their hard work, making plastic circular through Quantafuel's plants and industrial solutions.
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B19ABE9EDE5745C4BA632E3B62005EC5
The Board of Directors Quantafuel ASA Oslo, 27 April 2022
Ann-Christin Andersen Chairperson of the Board
Thorleif Enger Board member Maximilian Walter Board member
Wenche Teigland Board member
Berit Koppervik Board member Majken Margrethe Smith Board member
Kasper Bech Trebbien Board member
Lars Rosenløv Jensen CEO
This file is sealed with a digital signature. The seal is a guarantee for the authenticity of the document.
Document ID: B19ABE9EDE5745C4BA632E3B62005EC5
List of Signatures Page 1/1
三 2021 Quantafuel Financial Statements.pdf
| Name | Method | Signed at |
|---|---|---|
| Enger, Thorleif | BANKID | 2022-04-27 17:11 GMT+02 |
| Teigland, Wenche | BANKID MOBILE | 2022-04-27 16:40 GMT+02 |
| Rosenløv Jensen, Lars | BANKID | 2022-04-27 16:34 GMT+02 |
| Kasper Bech Trebbien | NEMID | 2022-04-27 16:28 GMT+02 |
| Maximilian Walter | One-Time-Password | 2022-04-27 16:17 GMT+02 |
| Smith, M Margrethe | BANKID | 2022-04-27 20:39 GMT+02 |
| KOPPERVIK, BERIT | BANKID MOBILE | 2022-04-27 18:41 GMT+02 |
| Andersen, Ann-C Gjerdseth | BANKID | 2022-04-27 18:13 GMT+02 |
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Quantafuel Group Consolidated financial statements 31 December 2021
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CONSOLIDATED INCOME STATEMENT
1 JANUARY - 31 DECEMBER
(Amounts in NOK thousands)
| Note | 2021 | 2020 | |
|---|---|---|---|
| Operating revenue | 4 | 5 161 | 8 387 |
| Share of net income equity-accounted | 3 954 | ||
| investees | 25 | ||
| Cost of materials | 55 854 | 14 805 | |
| Salaries and personnel costs | 7,8,9 | 67 133 | 84 052 |
| Depreciation and amortisation | 13,15 | 20 061 | 8 891 |
| Other operating expenses | 10 | 52 951 | 28 354 |
| Operating profit (loss) | -186 885 | -127 714 | |
| Finance income | 1 012 | 624 | |
| Finance expense | -12 911 | -8 718 | |
| Finance items convertible loan | 205 302 | -334 803 | |
| Net financial items | 11 | 193 403 | -342 897 |
| Profit (loss) before tax | 6 518 | -470 611 | |
| Income tax expense | 12 | -10 401 | -31 702 |
| Profit (loss) for the period | -3 883 | -502 313 | |
| Attributable to: | |||
| Equity holders of the parent | -3 883 | -496 699 | |
| Non-controlling interest | -5 614 | ||
| Earnings per share, ordinary | 24 | -0.03 | -4.15 |
| Earnings per share, diluted | 24 | -0.03 | -4.03 |
QUANTAFUEL ASA CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 1 JANUARY - 31 DECEMBER
(Amounts in NOK thousands)
| Note | 2021 | 2020 | |
|---|---|---|---|
| Profit for the period | -3 883 | -502 313 | |
| Items that may be reclassified to profit (loss) | |||
| Translation differences, net | 2 184 | 1 342 | |
| Total comprehensive profit (loss) | -1 699 | -500 972 | |
| Attributable to: | |||
| Equity holders of the parent | -1 699 | -495 357 | |
| Non-controlling interest | -5 614 |
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QUANTAFUEL ASA CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 31 DECEMBER
(Amounts in NOK thousands)
| Note | 2021 | 2020 | |
|---|---|---|---|
| ASSETS | |||
| Deferred tax asset | 12 | 21 300 | 13 160 |
| Goodwill | 14 | 54 085 | 54 085 |
| Other intangible assets | 13 | 32 537 | 30 583 |
| Property plant and equipment | 15 | 771 134 | 610 919 |
| Right-of-use asset | 22 | ਰਤ 139 | 71 527 |
| Equity accounted investees | 25 | 171 806 | |
| Other non-current assets | 16 | 7 652 | 7 855 |
| Total non-current assets | 1 151 653 | 788 129 | |
| Inventory | 23 | 5 783 | 3 217 |
| Accounts receivable | 16,17 | 18 120 | 3 ਤੋਂ ਤੇ ਤੇ ਤੇ ਤੇ ਤੇ ਤੇ ਤੇ ਤੇ ਤੇ ਤੇ ਤੇ ਤੇ ਤੇ ਤੇ ਤੇ ਤੇ ਤੇ ਤੇ ਤੇ ਤੇ ਤੇ ਤੇ ਤੇ ਤੇ ਤੇ ਤੇ ਕੇ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿ |
| Other receivables | 16,17 | 21 395 | 10 118 |
| Assets held for sale | 15 | 18 318 | |
| Cash and cash equivalents | 5,18 | 284 903 | 692 223 |
| Total current assets | 348 518 | 708 917 | |
| Total assets | 1 500 171 | 1 497 046 | |
| EQUITY AND LIABILITIES | |||
| Share capital | 19 | 1 490 | 1 358 |
| Other paid-in capital | 1 906 483 | 1 373 496 | |
| Retained earnings | -839 493 | -802 593 | |
| Equity attributable to the owners of the parent | 1 068 479 | 572 261 | |
| Non-controlling interests | 81 726 | ||
| Total equity | 1 068 479 | 653 987 | |
| Deferred tax liabilities | 12 | 124 740 | 106 015 |
| Non-current interest bearing liabilities | 5,16 | 86 757 | 519 652 |
| Long-term leasing liability | 5,22 | 92 214 | 71 000 |
| Other non-current liabilities | 9 044 | ||
| Total non-current liabilities | 303 711 | 705 712 | |
| Current interest bearing liabilities | 16 | 17 848 | 6 191 |
| Tax payable | 12 | 450 | |
| Short-term leasing liability | 5,22 | 7 555 | 5 723 |
| Accounts payable | 5,16 | 44 442 | 53 938 |
| Other current liabilities | 21 | 57 685 | 71 494 |
| Total current liabilities | 127 981 | 137 347 | |
| Total equity and liabilities | 1 500 171 | 1 497 046 |
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Oslo, 27 April 2022
Thorleif Enger Board member
Ann-Christin Andersen Chairperson of the Board Maximilian Walter Board member
Wenche Teigland Board member
Kasper Bech Trebbien
Board member
Berit Koppervik Board member
Majken Margrethe Smith Board member
Lars Rosenløv Jensen CEO
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QUANTAFUEL ASA CONSOLIDATED STATEMENT OF CASH FLOWS 1 JANUARY - 31 DECEMBER
(Amounts in NOK thousands)
| 2021 | 2020 | |
|---|---|---|
| Profit (loss) before tax | 6 518 | -470 611 |
| Depreciation and amortisation | 20 061 | 8 891 |
| Income taxes paid | ||
| Share-based payment expense | 11 404 | 5 059 |
| Net financial items and equity-accounted investees | -197 357 | 342 897 |
| Increase/(decrease) in inventory | -2 565 | -3 217 |
| Increase/(decrease) in net accounts receivables and payables | -24 256 | -8 902 |
| Increase/(decrease) in net other receivables and other payables | -24 351 | 43 167 |
| Cash flows from operating activities | -210 547 | -82 717 |
| Purchase of property, plant and equipment | -194 173 | -201 138 |
| Purchase of intangible asset | -2 087 | -5 303 |
| Purchase of shares | -4 260 | -10 000 |
| Dividend | 4 000 | |
| Increase/(decrease) in other non-current assets | -14 | -4 623 |
| Interest income received | 1 012 | 621 |
| Cash flows from investment activities | -195 523 | -220 443 |
| Proceeds from issue of shares | 3 157 | 826 438 |
| Proceeds from borrowings | 12 830 | 28 200 |
| Payment of lease liabilities | -12 129 | -7 671 |
| Interest expenses paid | -5 108 | -2 250 |
| Cash flows from financing activities | -1 250 | 844 717 |
| Net change in cash and cash equivalents | -407 320 | 541 557 |
| Cash and cash equivalents at beginning of period | 692 223 | 150 666 |
| Cash at cash equivalents at end of period | 284 903 | 692 223 |
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QUANTAFUEL ASA CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 1 JANUARY - 31 DECEMBER
(Amounts in NOK thousands)
| Share | Share | Retained | Non-controlling | |||
|---|---|---|---|---|---|---|
| capital | premium | earnings | Total | interests | Total equity | |
| Equity at 31 December 2019 | 112 | 497 874 | -286 676 | 211 310 | 66 780 | 278 090 |
| Profit (loss) | -496 699 | -496 699 | -5 614 | -502 313 | ||
| Change in NCI share of plant excess value | -20 560 | -20 560 | 20 560 | |||
| Total comprehensive income | -517 259 | -517 259 | 14 946 | -502 313 | ||
| Translation differences, net | 1 342 | 1 342 | 1 342 | |||
| Total OCI | -515 917 | -515 917 | 14 946 | -500 972 | ||
| Other changes Equity | ||||||
| Increase in share capital | 1 246 | 870 563 | 871 809 | 871 809 | ||
| Share-based payments | ਦੇ ਹੋਏਕੋ | 5 059 | ਦੇ ਹੋੰਦਰ | |||
| Equity at 31 December 2020 | 1 358 | 1 373 496 | -802 593 | 572 261 | 81 726 | 653 987 |
| Profit (loss) | -3 883 | -3 883 | -3 883 | |||
| Change in NCI share of plant excess value | ||||||
| Total comprehensive income | -3 883 | -3 883 | -3 883 | |||
| Translation differences, net | 2 184 | 2 184 | 2 184 | |||
| Total OCI | -1 699 | -1 699 | -1 699 | |||
| Other changes Equity Increase in share capital |
||||||
| Equity effect of aquisition minority | 132 | 521 582 | 521 714 | 521 714 | ||
| shareholders | -35 202 | -35 202 | -81 726 | -116 928 | ||
| Share-based payments | 11 404 | 11 404 | 11 404 | |||
| Equity at 31 December 2021 | 1 490 | 1 906 483 | -839 494 | 1 068 479 | 1 068 479 |
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Note 1 General information
The consolidated financial statements ('the Statements') of Quantafuel ASA ('the Company') and its subsidiaries ('the Group') for the year ended 31 December 2021 were authorised for issue by the Board of Directors at their meeting on 27 April 2022.
Quantafuel ASA was formed in 2014 and is a Norwegian limited liability company listed on Euronext Growth Oslo. The Group's head office is in Lilleakerveien 2C, 0283 Oslo, Norway.
Quantafuel is a technology-based energy company converting waste plastics back into low-carbon synthetic oil products replacing virgin oil products. Quantafuel is establishing, operating and owning dedicated plasticto-liquid (PtL) plants and plans to establish several plants throughout Europe and beyond.
Note 2 Significant accounting policies
The most significant accounting principles used by the Group are described below. The principles have been applied consistently to all periods presented, unless otherwise stated.
2.1 Basis of preparation
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as approved by the EU.
The consolidated financial statements have been prepared based on the historical cost principle, with the exception of the following:
- Employee share options at fair value
- Investment in Associate at equity method
- · Convertible loan, conversion right, at fair value through profit or loss
The consolidated financial statements have been prepared on the basis of uniform accounting principles for similar transactions and events under otherwise similar circumstances.
2.2 Basis of consolidation
The consolidated financial statements comprise the Company and its subsidiaries at 31 December 2021. The Group controls an entity where the Group is exposed to, or has right to, variable returns from its involvement with the entity and could affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. A change in the ownership of a subsidiary, without loss of control, is accounted for as an equity transaction. Subsidiaries are deconsolidated from the date that control ceases, and any gain or loss is recognised in the income statement.
All intra-group assets and liabilities, equity, income, expenses, and cash flows relations between members of the Group are eliminated in full upon consolidation. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Group's policies.
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(All amounts stated in tables in NOK thousands unless otherwise stated)
2.3 Summary of significant accounting policies
a. Business combinations and goodwill
The acquisition method of accounting is used to account for business combinations. The cost of an acquisition is measured as the fair value of the aggregate consideration transferred and the amount of any non-controlling interest in the acquire. For each business combination, the Group elects whether to measure the non-controlling interests at fair value or at the proportionate share of the acquiree's net assets. Acquisition related costs are expensed as incurred and included in other operating expenses.
The excess of the consideration transferred, amounts of any non-controlling interest in the acquired entity, and acquisition-date fair value of any previous equity interest in the acquired entity over the fair value of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net assets, the difference is recognised directly in the income statement as a bargain purchase.
After initial recognition, goodwill is measured at cost less any impairment losses.
Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are subsequently remeasured to fair value, with changes to fair value recognised in the income statement.
b. Current versus non-current classification
The Group presents assets and liabilities in the statement of financial position based on a current/noncurrent classification.
An asset is current when it is expected to be realised, intended to be sold or consumed within the operating cycle, expected to the realised within twelve months after the reporting period, or is cash equivalent unless restricted for at least twelve months after the reporting period. All other assets are classified as noncurrent.
A liability is current when it is expected to be settled within the operating cycle, is due to be settled within twelve months after the reporting period, or there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period. The terms of a liability that could, at the option of the counterparty, result in settlement by the issue of equity instruments do not affect its classification. All other liabilities are classified as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
c. Fair value measurement
The Group measures financial instruments such as derivatives, and non-financial assets, at fair value at each balance sheet date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
· Level 1 - Quoted market prices in active markets for identical assets or liabilities
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(All amounts stated in tables in NOK thousands unless otherwise stated)
• Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable
• Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable
d. Revenue from contracts with customers
The Group is in the business of converting plastic waste into environmentally friendly fuel and chemicals. Revenue from contracts with customers is recognised when control of goods and services is transferred to the customer at an amount that reflects the consideration the Group expects to be entitled to.
Sale of chemicals and products
Revenue from sale of chemicals and products is recognised at the point in time when control of the asset is transferred to the customer, which in general is upon delivery at the customer's location.
The Group considers whether there are other promises in the are separate performance obligations that should be allocated a portion of the transaction price. In determining the transaction price, the Group considers the effect of variable consideration, existence of significant financing component, noncash consideration, and consideration payable to the customer.
e. Government grants
Government grants are recognised when there is a reasonable assurance that the grant will be received, and all conditions are complied with. When the grant relates to an expense item, it is recognised as other income on a systematic basis over the period that the related costs are expensed. When the grant is related to an asset it reduces the carrying amount of the asset.
The Group has one SkatteFunn tax incentive scheme approved for 2021. This is partly booked according to the gross method and presented as a liability and the provision (deferred income recognition) is reduced in line with depreciation, and partly as a reduction of others operating costs.
f. Taxes
Current income tax
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the tax authorities and calculated on the basis of tax laws enacted or substantively enacted at the end of the reporting period in the countries where the Group operates.
Current income tax relating to items recognised directly in equity is recognised in equity and not in the income statement. The Company periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions, where appropriate, based on amounts expected to be paid to the tax authorities.
Deferred tax
Deferred tax is provided in full, using the liability method on temporary differences at the reporting date between the tax basis of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill or from an asset or liability in a transaction other than a business combination that at the transaction affects neither the accounting profit nor the taxable profit (loss).
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(All amounts stated in tables in NOK thousands unless otherwise stated)
Deferred tax assets are recognised on carry forward of unused tax credits and unused tax losses if it is probable that taxable profit will be available for use against these credits or losses. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced if it is not probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised.
The Group offsets deferred tax assets and liabilities only if it has a legally enforceable right to set off or intend to realise assets and settle liabilities simultaneously in each future period.
g. Foreign currencies
The Group's consolidated financial statements are presented in Norwegian kroner, which is the parent company's functional currency. For each entity the Group determines the functional currency and measures the entity's items in that currency.
Transactions in foreign currency is initially recorded at the entities respective functional currency spot rates at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rate at the reporting date.
Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date. Differences arising on settlement or translation of monetary items are recognised in profit or loss. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the initial transactions.
On consolidation, the assets and liabilities of foreign operations are translated into Norwegian kroner at the rate of exchange prevailing at the reporting date and their Income Statements are translated at exchange rates prevailing at the dates of the transactions. The exchange differences arising on translation for consolidation are recognised in other comprehensive income ("OC!"). On disposal of a foreign operation, the component of OCI relating to that foreign operation is reclassified to profit or loss.
h. Property, plant and equipment
Construction in progress is stated at cost, net of accumulated impairment losses, if any. Plant and equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost includes the cost of replacing part of the plant and equipment and borrowing costs for long-term construction projects if the recognition criteria are met. When significant parts of plant and equipment are required to be replaced at intervals, the Group depreciates them separately based on their specific useful lives. All other repair and maintenance costs are recognised in profit or loss as incurred.
Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, as follows:
| Property and plant | 15 to 50 years |
|---|---|
| Machinery and equipment | 3 to 10 years |
i. Leases
The Group has lease contracts for land and buildings related to its processing plant in Denmark and Norway, its head office in Norway and to various items of machinery, vehicles, and other equipment.
The Group assesses at contract inception whether a contract is, or contains, a lease. The Group applies a single recognition and measurement approach for all leases, except for short-term leases of lowvalue assets. The Group recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets. Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities.
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The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-ofuse assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets, as follows:
| Property and plant | 3-15 years |
|---|---|
| Machinery and equipment | 5-15 years |
If ownership of the leased asset transfers to the Group at the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is calculated useful life of the asset. The right-of-use assets are also subject to impairment.
At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease payments include fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating the lease, if the lease term reflects the Group exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognised as expenses in the period in which the event or condition that triggers the payment occurs.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date where the interest rate implicit in the lease is not readily determinable. This is the case for the lease agreements relating to property and plant. For Machinery and equipment, the implicit interest rate set in the agreement is used, when stated. To determine the incremental borrowing rate the Group, where possible, uses its recent third-party financing for the contracting entity as a starting point. The carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments or a change in the assessment of an option to purchase the underlying asset.
The Group's lease liabilities are included in Long-term or Short-term leasing liabilities.
The Group implemented IFRS 16 Leases from 1 January 2019.
j. Intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses. Internally generated intangibles, excluding capitalised development costs, are not capitalised and the related expenditure is reflected in profit or loss in the period in which the expenditure is incurred.
The useful lives of intangible assets are assessed as either finite or indefinite.
Intangible assets with finite lives are amortised over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period.
Intangible assets with indefinite useful lives are not amortised, but are tested for impairment annually, either individually or at the cash-generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.
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(All amounts stated in tables in NOK thousands unless otherwise stated)
An intangible asset is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising upon derecognition of the asset is included in the Income Statement.
Research and development costs are expensed as incurred. Development expenditures on an individual project are recognised as an intangible asset when the Group can demonstrate: The technical feasibility of completing the intangible asset so that the asset will be available for use or sale, its intention to complete and its ability and intention to use or sell the asset will generate future economic benefits, the availability of resources to complete the asset and the ability to measure reliably the expenditure during development.
Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any accumulated amortisation and accumulated impairment losses. Amortisation of the asset begins when development is complete, and the asset is available for use. It is amortised over the period of expected future benefit. During the period of development, the asset is tested for impairment annually.
k. Financial instruments
Financial assets are classified at initial recognition, and subsequently measured at amortised cost, fair value through OCI and fair value through profit (loss).
The classification of financial assets at initial recognition depends on the financial asset's contractual cash flow characteristics and the Group's business model for managing them. Trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient are measured at the transaction price.
In order for a financial asset to be classified and measured at amortised cost or fair value through OCl, it needs to give rise to cash flows that are 'solely payments of principal and interest (SPPI)' on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. Financial assets with cash flows that are not SPPI are classified and measured at fair value through profit or loss, irrespective of the business model.
Financial assets at amortised cost (debt instruments)
Financial assets at amortised cost are subsequently measured using the effective interest rate ("EIR") method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired. The Group's financial assets at amortised cost includes trade receivables.
Impairment
The Group recognises an allowance for expected credit losses ("ECL") for all debt instruments not held at fair value through profit or loss. ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).
For trade receivables the Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date.
This file is sealed with a digital signature. The seal is a guarantee for the authenticity of the document. Document ID:
16DE1F7FDA434B0FAD66D803F0349474
(All amounts stated in tables in NOK thousands unless otherwise stated)
Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.
The Group's financial liabilities include trade and other payables and loans and borrowings including bank overdrafts
Subsequent measurement
For purposes of subsequent measurement, financial liabilities are classified in one of two categories:
- •Financial liabilities at fair value through profit or loss
- •Financial liabilities at amortised cost (loans and borrowings)
Derivative financial instruments and financial liabilities at amortised cost (loans and borrowings)
For 2020 the Group had a loan that was convertible into shares of the parent company. The conversion right was an embedded derivative and was classified as a liability and subsequently measured at fair value through profit or loss. The liability component was also classified as a liability and subsequently measured at amortised cost. In 2021 this loan was converted into shares.
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process. Amortised cost is calculated by considering any discount or premium on acquisition and fees or costs that are an integral part of the EIR amortisation is included as finance costs in the Income Statement.
Hedge accounting
The Group has no financial instruments for the purpose of hedging.
l. Impairment of non-financial assets
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset's recoverable amount. An asset's recoverable amount is the higher of an asset or cash-generating unit's ("CGU") fair value less costs of disposal and its value in use. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
The Group bases its impairment calculation on most recent budgets and forecast calculations, which are prepared separately for each of the Group's CGUs to which the individual assets are allocated. These budgets and forecast calculations generally cover a period of five years. A long-term growth rate is calculated and applied to project future cash flows after the fifth year.
A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset's recoverable amount since the last impairment loss was recognised. Such reversal is recognised in the Income Statement unless the asset is carried at a revalued amount, in which case, the reversal is treated as a revaluation increase.
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(All amounts stated in tables in NOK thousands unless otherwise stated)
Intangible assets with indefinite useful lives are tested for impairment annually as at 31 December at the CGU level and when circumstances indicate that the carrying value may be impaired.
m. Cash and short-term deposits
Cash and short-term deposits in the statement of financial position comprise cash at banks and short-term highly liquid deposits with a maturity of three months or less, that are readily convertible to a known amount of cash and subject to an insignificant risk of changes in value.
For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral part of the Group's cash management.
n. Provisions
General Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the obligation. The expense relating to a provision is presented in the Income Statement net of any reimbursement.
If the effect of the time value of money is material, provisions are discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
Onerous contracts
If the Group has a contract that is onerous, the present obligation under the contract is recognised and measured as a provision. However, before a separate provision for an onerous contract is established, the Group recognises any impairment loss that has occurred on assets dedicated to that contract. An onerous contract is a contract under which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it.
The Company has an onerous contract in relation to the sale of the plant to its subsidiary Quantafuel Skive ApS. Refer to note 14 in the parent company financial statements.
q. Share-based payments
Employees (including senior executives) and Board members of the Group receive remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments (equity-settled transactions). The Group can decide whether to settle the instruments in cash or equity but has no policy and past practice to settle in cash, and the instruments are treated as equity-settled transactions.
Equity-settled transactions
The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model.
That cost is recognised in employee benefits expense, together with a corresponding increase in equity (other paid in capital), over the period in which the service and, where applicable, the performance conditions are fulfilled (the vesting period). The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group's best estimate of the number of equity instruments that will ultimately vest. The expense or credit in the Income Statement for a period represents the movement in cumulative expense recognised as at the beginning and end of that period.
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(All amounts stated in tables in NOK thousands unless otherwise stated)
Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group's best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value.
No expense is recognised for awards that do not ultimately vest because non-market performance and/or service conditions have not been met. Where awards include a market or non-vesting condition, the transactions are treated as vested irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.
Where an award is cancelled by the entity or by the counterparty, any remaining element of the fair value of the award is expensed immediately through profit or loss.
r. Inventories
Inventories are recognised at the lowest of cost or net selling price. The net selling price is the estimated selling price in the case of ordinary operations minus the estimated completion, marketing and distribution costs. The cost is arrived at using the FIFO method and includes the costs incurred in acquiring the goods and the costs of bringing the goods to their current state and location. In-house produced goods include variable costs and fixed costs that can be allocated based on normal capacity utilisation.
2.4 Changes in accounting policies and disclosures
The Group has not early adopted any standards, interpretations or amendments that have been issued but are not yet effective.
Note 3 Significant accounting judgements, estimates and assumptions
The preparation of the Group's consolidated financial statements requires the Company to make judgements, estimates and assumptions that may affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.
Other disclosures relating to the Group's exposure to risks and uncertainties includes:
- Capital management Note 5
- Financial instruments risk management and policies
- Sensitivity analyses disclosures
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(All amounts stated in tables in NOK thousands unless otherwise stated)
Judgements
In the process of applying the Group's accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the consolidated financial statements:
Determining future cash flows from the production plant under constructions
The Group's production plant in Denmark is as of 31.12.2021 not yet considered to be in operation. When estimating future cash flows, for use in impairment testing, the Group makes judgement about the production capacity and volume of the plant, the sales prices that will be obtained from customers and the production costs of the plant. As the plant is not in operation at the balance sheet date, there is an inherent uncertainty in these judgments. 1
Determining the lease term of contract with renewal options
The Group's has a 15 year lease contract related to land and buildings in connection with the production plant in Denmark. After the initial 15 year lease period, starting 2019, the Group has an option to extend the lease period by additional 15 years.
Determining Goodwill Quantafuel Kristiansund AS
Goodwill in Quantafuel Kristiansund AS is calculated as the fair value of the purchase price at the time of the acquisition less the fair value of the acquired company's identified assets, liabilities.
Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below.
For 2021 there has been no amendments to estimates. For 2020 amendments were made in connection with the implementation of new calculation systems for options and leasing. Please refer to note 9 for options and note 22 for leases. The estimate changes were recognised through profit and loss.
Impairment of non-financial assets
Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data from binding sales transactions, conducted at arm's length, for similar assets or observable market prices less incremental costs of disposing of the value in use calculation is based on a discounted cash flow ("DCF") model. The cash flows are derived from the budget for the next five years and do not include restructuring activities that the Group is not yet committed to or significant future investments that will enhance the performance of the assets of the CGU being tested. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes. These estimates are most relevant to the valuation of the Group's production plant and intangibles with indefinite useful lives. The key assumptions used to determine the recoverable amount are disclosed and further explained in Note 15.
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1 Please note that the Skive Plant as of 1.1.2022 is considered to be in operation.
(All amounts stated in tables in NOK thousands unless otherwise stated)
Share-based payments
Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which depends on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option or appreciation right, volatility and dividend yield and making assumptions about them. The Group initially measures the cost of cash-settled transactions with employees using a Black&Scholes to determine the fair value of the liability incurred. For cash-settled share-based payment transactions, the liability needs to be remeasured at the end of each reporting period up to the date of settlement, with any changes in fair value recognised in profit or loss. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 9.
Taxes
Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant Company judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits, together with future tax planning strategies.
Development costs
The Group capitalises certain costs for product development projects. Initial capitalisation of costs is based on the Company's judgement that technological and economic feasibility is confirmed, usually when a product Research & Development project has reached a defined milestone according to an established project management model. In determining the amounts to be capitalised, the Company makes assumptions regarding the expected future cash generation of the project, discount rates to be applied and the expected period of benefits. At 31 December 2021, the carrying amount of capitalised development costs was NOK 19.8 million (2020: NOK 19.8 million).
Leases – Estimating the incremental borrowing rate
The Group cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental borrowing rate ("IBR") to measure lease liabilities. The IBR is the rate of interest that the Group would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The Group estimates the IBR using observable inputs (such as market interest rates) when available and is required to make certain entityspecific estimates. A change in the IBR used in the calculation of 1% would change the right-of-use asset and lease liability at implementation with approximately 4%.
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(All amounts stated in tables in NOK thousands unless otherwise stated)
Note 4 Revenue
| 2021 | 2020 | |
|---|---|---|
| Revenue from contracts with customers | 4 456 | 8 387 |
| Other revenue | 705 | |
| Total revenue | 5 161 | 8 387 |
Revenue from contracts with customers consists of NOK 2.0 million revenue from the operations in Quantafuel Kristiansund AS, NOK 0.8 million revenue from the operations in Quantafuel Skive Aps, NOK 1.6 million revenue from Quantafuel ASA, whereof NOK 1.12 million relating to Grønt Punkt Norge project, which contract is for up to 10,000 tons of plastic waste and NOK 0.44 million relating to external services.
Other revenue in 2021 consists of NOK 0.7 million from Avfall Norge, waste project.
Please refer to note 20 for further information regarding grants.
Note 5 Capital structure
| 2021 | 2020 | |
|---|---|---|
| Interest-bearing liabilities | 204 375 | 611 611 |
| Trade and other payables | 102 127 | 125 432 |
| Less: Cash and cash equivalents | -284 903 | -692 223 |
| Net debt | 21 599 | 44 821 |
| Total equity | 1 068 479 | 653 987 |
| Total equity and net debt | 1 090 079 | 698 808 |
| Equity ratio | 98.02 % | 93 59% |
Total equity includes issued share capital, share premium and all other equity reserves attributable to the equity holders of the parent. The primary objective of the capital management is to provide a predictable basis for the development of the Group's technology, successful operation of the first commercial plant and thereby over time maximise the shareholder value.
The Group manages its capital structure and adjusts considering changes in economic conditions, and the requirements of the financial covenants and liquidity. The Group monitors capital by gearing ratio and on key financial figures, including among others net debt, interest bearing loans and borrowings, trade and other payables, less cash, and short-term deposits.
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(All amounts stated in tables in NOK thousands unless otherwise stated)
Note 6 Subsidiary information
| Ownership | Ownership | |||
|---|---|---|---|---|
| Name | Principal activities | Country | 2021 | 2020 |
| Quantefuel Skive ApS | Production | Denmark | 100 % | 76 % |
| Quantafuel Oslo AS | Active | Norway | 100 % | 100 % |
| Quantafuel Sweden AB | Active | Sweden | 100 % | 100 % |
| Quantafuel AB | Dormant | Sweden | 100 % | 100 % |
| Quantafuel UK Ltd | Active | UK | 100 % | 50 % |
| Next Gen Energy S.A. de C.V. | Dormant | Mexico | 50 % | 50 % |
| Quantafuel Kristiansund AS | Production | Norway | 100 % | 100 % |
| Quantafuel Sunderland Ltd | Active | UK | 100 % | |
| Quantafuel Cheshire Ltd | Active | UK | 100 % | |
| Quantafuel Denmark Aps | Active | Denmark | 100 % | |
| Quantafuel Esbjerg Aps | Active | Denmark | 100 % | |
| Quantafuel Aalborg Aps | Active | Denmark | 100 % |
Quantafuel ASA is entitled to receive dividends in proportion to their shareholdings.
Quantafuel Skive ApS (QF Skive) is currently at the final stage of building and testing the first Plastic to Liquid (PtL) plant in Skive, Denmark. Quantfuel ASA is committed to deliver the PtL plant to Quantafuel Skive Aps, with additional investments locally in infrastructure. Quantafuel ASA holds 100% of the shares in QF Skive (2020: 76.31%).
Quantafuel Kristiansund (QF KrSund) works to improve qualities of recycled plastic in mechanical technology at the plant in Kristiansund, Norway. Quantafuel´s chemical recycling technology is complementary with mechanical recycling solutions and has the capability of processing post-consumer fractions that until now have been difficult or impossible to recycle. By combining these two technologies in one production facility, Quantafuel will secure the most efficient and highest possible recycling rate, and the supply and control of feedstock for a new chemical recycling plant in Norway. Quantafuel ASA holds 100% of the shares in QF KrSund.
Summarised financial information for Quantafuel Skive ApS 2:
| 2021 | 2020 | |
|---|---|---|
| -47 197 | -23 922 | |
| Profit (loss) for the period Comprehensive income for the period |
-47 197 | -23 911 |
| Non-current assets | 132 480 | 127 698 |
| Current assets | 32 728 | 12 751 |
| Non-current liabilities | 96 142 | 83 770 |
| Current liabilities | 117 067 | 58 374 |
| Non-controlling interests | 23.7 % | |
| Profit attributed to non-controlling interests | -5 614 | |
| Equity non-controlling interests | -407 |
2 Please note that the Financial statement from the subsidiary has been transformed into IFRS
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(All amounts stated in tables in NOK thousands unless otherwise stated)
Summarised financial information for Quantafuel Kristiansund AS 3:
| 2021 | 2020 | |
|---|---|---|
| Profit (loss) for the period | -28 290 | -10 176 |
| Comprehensive income for the period | -28 290 | -10 176 |
| Non-current assets | 105 887 | 71 912 |
| Current assets | 44 144 | 6 136 |
| Non-current liabilities | 68 545 | 64 738 |
| Current liabilities | 54 580 | 8 259 |
There is no, or insignificant activity, in the other subsidiaries.
Note 7 Salary and personnel costs
| 2021 | 2020 | |
|---|---|---|
| Salaries | 75 542 | 45 291 |
| Pension expenses | 5 503 | 3 034 |
| Social security taxes | 11 146 | 8 313 |
| Share-based payments | 11 404 | 5 059 |
| Accrued social security taxes for share-based payments | -16 908 | 23 645 |
| Other benefits | 4 304 | 2 366 |
| Salary costs classified as project cost | -23 858 | - 3656 |
| Total | 67 133 | 84 052 |
| Average full time equivalent employees | 82 | 53 |
The Group has pension contribution plans covering all employees. The plans are in compliance with legal requirements in the countries where the Group operates.
3 Please note that the Financial statement from the subsidiary has been transformed into IFRS
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(All amounts stated in tables in NOK thousands unless otherwise stated)
Note 8 Board and Executive personnel
Compensation to executive personnel
Salary and other remuneration to executive personnel in 2021:
| Basic | Pension | Share option |
||
|---|---|---|---|---|
| Name and position | salary | expenses | expense | Total |
| Lars Rosenløv Jensen, CEO from 1 November | 500 | 17 | 278 | 795 |
| Kjetil Bøhn, CEO until 1 July | 2 061 | 72 | 398 | 2 531 |
| Kristian Flaten, CFO | 1 713 | 78 | 251 | 2 042 |
| Terje U. Eiken, COO | 2 028 | 80 | 1 101 | 3 209 |
| Christian Lach, CCO from 15 April | 1 942 | 58 | 1 182 | 3 182 |
No bonus was paid in 2021.
Former CEO has a Severance agreement of 13 months Base Salary, amounting to a total of NOK 2.2 million, whereof NOK 1.2 million is remaining as of 31.12.2021.
The CEO has a notice period of 4 months and a Severance period of 9 months. During the notice period, the CEO receives payment of salary and other remuneration, whereas in the severance period, the payment is set as the base salary at the time of termination.
The CCO has a notice period of 4 months. If the agreement is terminated within the first three years, starting April 2021, the CCO will be paid for the full three year, unless it is the CCO that terminates the agreement.
Salary and other remuneration to executive personnel in 2020:
| Share | ||||
|---|---|---|---|---|
| Basic | Pension | option | ||
| Name and position | salary | expenses | expense | Total |
| Kjetil Bøhn, CEO | 1 955 | 50 | 881 | 2 886 |
| Kristian Flaten, CFO | 1 221 | 35 | 294 | 1 550 |
| Terje U. Eiken, COO | est | 17 | 407 | 1 075 |
No bonus was paid in 2020.
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(All amounts stated in tables in NOK thousands unless otherwise stated)
Compensation to the Board of directors
Remuneration to the Board members is shown below and vary due to length of service and role:
| COMPENSATION TO BOARD OF DIRECTORS | 2021 | 2020 |
|---|---|---|
| Oscar Spieler (from 5 June 2018 to 31 December 2021 4) | 400 | 200 |
| Thorleif Enger (from 27 June 2018) | 200 | 100 |
| Ann-Christin Gjerdseth Andersen (from 21 June 2019) | 275 | 100 |
| Jim Datland (from 21 June 2019 to 28 May 2021 ) | 235 | 120 |
| Maximilian Walter (from 7 October 2019) | ||
| Wenche Teigland (from 12 June 2020) | 200 | |
| Wenche Nistad (from 12 June 2020 to 28 May 2021) | 200 | |
| Kasper Trebbien (from 3 July 2020) | ||
| Per-Anders Hjort (from 27 June 2018 until 12 June 2020) | 100 | |
| Ragnar Søegaard (from 22 September 2015 until 3 July 2020) | 255 | 130 |
| Bård Mikkelsen (from 22 September 2015 until 21 June 2019) | 35 € | 30 / |
| Beate Hamre Deck | 258 | |
| Majken Margrethe Smith (from 28 May 2021) | ||
| Berit Koppervik (from 28 May 2021) | ||
| Total | 1 595 | 780 |
The figures include paid compensation for Board members, which normally is determined at the ordinary general meeting. Maximilian Walter and Kasper Trebbien do not receive Board compensation due to policy from their respective employers; BASF and KIRKBI.
The Group had a consultancy agreement with a consultancy company owned by the Deputy Chairperson of the Board for a monthly remuneration of NOK 175,000 in addition to Board remuneration. This agreement is now terminated. Payment under this agreement amounted to NOK 800,000 during the financial year (2020: NOK 700,000 then Deputy Chairperson). In 2020 the Chairperson of the Board at the time was employed for a period during the year and received salary of NOK 153,000 during the year, in addition to Board remuneration, including holiday pay.
Note 9 Share-based payment
Share options of the parent company are granted to Board members, management and other selected employees. The Group has two option programs:
-
- Options granted prior to 1 June 2019, which vest at grant date, and has an exercise period of 3 years
-
- Options granted subsequent to 1 June 2019, which vest over 3 years, with 1/3 vesting at the end of 12 months, 1/3 after 24 months and 1/3 after 36 months after grant date, and has an exercise period of 4 years
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4 Oscar Spieler will keep his options in Quantafuel ASA and receive Board remuneration for the period he was Deputy Chair for 2021.
5 Please note that the Board remuneration received in 2021 is relating to the Nomination Committee
6 Please note that the Board remuneration received in 2021 is relating to the Nomination Committee
7 Please note that the Board remuneration received in 2020 is relating to the Nomination Committee
8 Please note that the Board remuneration received in 2021 is relating to the Nomination Committee
(All amounts stated in tables in NOK thousands unless otherwise stated)
The Group may at any time resolve to terminate all issued options against a cash consideration equal to the market value of the option shares at the time of the termination, less the exercise price for such options. Under option program no 1 there are 2,831,000 options outstanding at the reporting date with an exercise price between NOK 4.60 – 6.80 per share, and with an exercise period that ends 10 June 2024. Under option program no 2 there are 4,147,669 options outstanding with an exercise price between NOK 10.90 – NOK 77.0 per share, and with an exercise period that ends between 12 June 2023 and 1 November 2025.
Refer to note 2.3 q for a description of the accounting principles for share-based payments.
The expenses recognised for share options are as follows:
| 2021 | 2020 | |
|---|---|---|
| Total IFRS cost | 11 404 | 5 059 |
| Total Social security provisions | -16 908 | 23 645 |
The table below shows the inputs used to the option pricing model used for 31 December 2021:
Granted instruments 2021
| Instrument | Option |
|---|---|
| Quantity 31.12.2021 (instruments) | 1 725 000 |
| Quantity 31.12.2021 (shares) | 1 725 000 |
| Contractual life* | 4.0 |
| Strike price* | 45.77 |
| Share price * | 40.01 |
| Expected lifetime* | 3 |
| Volatility* | 35.0% |
| Interest rate* | 0.869% |
| Dividend* | 0.00 |
| FV per instrument * | 7.98 |
| Vesting conditions | N/A |
| * Weighted average parameters at grant of instrument |
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The table below shows the movement in the number of outstanding options and the related weighted average exercise price (WAEP) during the year:
Outstanding instruments Year End - Option
| Activity | Number of instruments |
Weighted Average Strike Price |
Number of instruments |
Weighted Average Strike Price |
|---|---|---|---|---|
| 01.01.2021 - 31.12.2021 | 01.01.2020 - 31.12.2020 | |||
| Outstanding OB | 5 728 334 | 14,67 | 4 705 000 | 7,57 |
| Granted | 1 725 000 | 45,77 | 1 680 000 | 31,19 |
| Exercised | - 387 998 | 9,97 | 756 666 - |
6,05 |
| Released | 0 | 0,00 | 0 | 0,00 |
| Adjusted | 0 | 0,00 | 0 | 0,00 |
| Performance Adjusted | 0 | 0,00 | 0 | 0,00 |
| Cancelled | 0 | 0,00 | 0 | 0,00 |
| Terminated | 86 667 | 26,11 | 0 | 0,00 |
| Expired | 0 | 0,00 | 0 | 0,00 |
| Outstanding CB | 6 978 669 | 22,48 | 5 628 334 | 14,85 |
| Vested CB | 3 878 657 | 10,36 | 3 274 994 | 6,58 |
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(All amounts stated in tables in NOK thousands unless otherwise stated)
Outstanding Instruments Overview
| Strike price | Number of instruments |
Weighted Average remaining contractual life |
Weighted Average Strike |
Vested instruments |
Weighted Average Strike |
|---|---|---|---|---|---|
| Price | 31.12.2021 | Price | |||
| Outstanding Instruments | Vested Instruments | ||||
| 4,60 | 1 071 000 | 2,44 | 4,60 | 1 071 000 | 4,60 |
| 6,00 | 980 000 | 2,44 | 6,00 | 980 000 | 6,00 |
| 6,80 | 780 000 | 2,44 | 6,80 | 780 000 | 6,80 |
| 10,90 | 305 001 | 1,45 | 10,90 | 183 332 | 10,90 |
| 12,90 | 37 667 | 1,68 | 12,90 | 24 333 | 12,90 |
| 13,00 | 200 000 | 2,29 | 13,00 | 66 666 | 13,00 |
| 13,50 | 80 000 | 1,48 | 13,50 | 53 333 | 13,50 |
| 14,90 | 66 667 | 2,17 | 14,90 | 13 333 | 14,90 |
| 15,40 | 80 000 | 2,34 | 15,40 | 26 666 | 15,40 |
| 16,00 | 200 000 | 2,25 | 16,00 | gg ggg | 16,00 |
| 17,50 | 300 000 | 1,89 | 17,50 | 200 000 | 17,50 |
| 18,20 | 200 000 | 1,99 | 18,20 | 79 999 | 18,20 |
| 18,80 | 160 000 | 2,09 | 18,80 | 53 333 | 18,80 |
| 19,00 | 26 667 | 2,00 | 19,00 | 0 | 0,00 |
| 25,42 | 20 000 | 3,75 | 25,42 | O | 0,00 |
| 25,74 | 40 000 | 2,50 | 25,74 | 13 333 | 25,74 |
| 26,29 | 46 667 | 2,46 | 26,29 | 0 | 0,00 |
| 26,90 | 40 000 | 2,45 | 26,90 | 13 333 | 26,90 |
| 27,39 | 500 000 | 3,83 | 27,39 | O | 0,00 |
| 35,97 | 145 000 | 3,59 | 35,97 | 0 | 0,00 |
| 41,36 | 140 000 | 3,34 | 41,36 | 0 | 0,00 |
| 46,97 | 120 000 | 3,44 | 46,97 | 0 | 0,00 |
| 48,24 | 420 000 | 2,67 | 48,24 | 139 999 | 48,24 |
| 48,47 | 70 000 | 3,42 | 48,47 | 0 | 0,00 |
| 50,05 | 40 000 | 2,94 | 50,05 | 13 333 | 50,05 |
| 51,68 | 50 000 | 3,25 | 51,68 | 0 | 0,00 |
| 51,70 | ﺍﻟﻤﺴﺎﺣﺔ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤ | 2,84 | 51,70 | 26 666 | 51,70 |
| 55,77 | 40 000 | 2,92 | 55,77 | 13 333 | 55,77 |
| 60,00 | 450 000 | 3,29 | 60,00 | O | 0,00 |
| 66,22 | 120 000 | 3,00 | 66,22 | 0 | 0,00 |
| 66,66 | 80 000 | 2,75 | 66,66 | 26 666 | 66,66 |
| 68,86 | 70 000 | 3,17 | 68,86 | 0 | 0,00 |
| 77,00 | 20 000 | 3,13 | 77,00 | O | 0,00 |
| 6 978 669 | 3 878 657 |
The weighted average remaining contractual life for the share options outstanding at 31 December 2021 was 2.66 years (2020: 2.95 years).
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(All amounts stated in tables in NOK thousands unless otherwise stated)
| 2021 | 2020 | ||
|---|---|---|---|
| Lars Rosenløv Jensen | Management | 400 000 | |
| Kjetil Bøhn | Management | 600 000 | 600 000 |
| Christian Lach | Management | 450 000 | |
| Kristian Flaten | Management | 200 000 | 200 000 |
| Terje U. Eiken | Management | 400 000 | 300 000 |
| Oscar Spieler | Board | 1 400 000 | 1 400 000 |
| Thorleif Enger | Board | 80 000 | 80 000 |
| Ann-Christin Gjerdseth Andersen | Board | 170 000 | 80 000 |
| Jim Dåtland | Board | 80 000 | |
| Wenche Nistad | Board | 40 000 | |
| Majken Margrethe Smith | Board | 30 000 | |
| Wenche Teigland | Board | 40 000 | 40 000 |
| 3 770 000 | 2 820 000 |
Total number of options outstanding to the Board and management at 31 December 2021 is as follows:
The average strike price of grants to Board and management during the year was NOK 43.00 (2020: NOK 29.00).
Amendments to estimates were made in connection with the implementation of new calculation system for options in 2020. The estimate changes are recognised through profit or loss.
Estimate change 2020 options
Option cost: additional cost of NOK 63,606 Social taxes relating to options: reversed cost of NOK 1,928,804
Note 10 Other operating expenses
| 2021 | 2020 | |
|---|---|---|
| Research and development expenses | 10 008 | 1 014 |
| Rent and other office expenses | 4 788 | 1 433 |
| Travel expenses | 1 441 | 2 017 |
| External services | 17 984 | 18 093 |
| Other | 18 730 | 5 797 |
| Total | 52 951 | 28 354 |
The Group's research and development activity concentrates on the development of its technology to chemically recycle mixed plastic waste into low carbon products. The Group also has research and development activities related to use of its technology for a small biogas-to-liquid pilot plant to convert biomass to bio-jet-fuel. Research and development expenses that are not capitalised have been expensed in the period as incurred.
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(All amounts stated in tables in NOK thousands unless otherwise stated)
Compensation to auditors are as follows:
| 2021 | 2020 | |
|---|---|---|
| Statutory audit fee | 683 | 636 |
| Other assurance engagements | 148 | 179 |
| Tax related services | 48 | 15 |
| Other services | 402 | 201 |
| Total | 1 281 | 1 031 |
RSM was the Group auditor for 2021 and 2020. Fees to non-RSM auditors relating to other services and advisory amounts to NOK 300,000 (2020: NOK 302,000).
Note 11 Financial income and expense
| 2021 | 2020 | |
|---|---|---|
| Interest income | 1 012 | 624 |
| Interest expenses | -8 459 | -6 568 |
| Net foreign currency gains (losses) | -2 853 | -2 389 |
| Other financial expenses | -1 599 | 238 |
| Convertible Convertible | 205 302 | -334 803 |
| Total | 193 403 | -342 897 |
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(All amounts stated in tables in NOK thousands unless otherwise stated)
Note 12 Income taxes
(Amounts in NOK thousands)
| Income tax expense: | 2021 | 2020 |
|---|---|---|
| Tax payable | 450 | |
| Changes in deferred tax | ਰੇ 950 | 31 702 |
| Tax expense | 10 401 | 31 702 |
| Calculation of tax basis | 2021 | 2020 |
| Pre-tax profit | 6 518 | 470 611 |
| Permanent differences | 529 | 29 639 |
| Change in temporary differences | 260 755 | 508 734 |
| Losses to be carried forward | 291 543 | 133 571 |
| Non deductible expenses | ||
| Non-taxable income | ||
| Effect of other tax rates in subsidiaries | ||
| Unused carrryforward losses | 1 171 | |
| Currency effect | 24 | |
| Tax expense | 36 641 | 142 056 |
| Tax expense | ||
| Temporary differences | 2021 | 2020 |
| Property, plant and equipment | 600 192 | 505 739 |
| Inventory | 1 117 | 781 |
| Financial assets and debt | 325 259 | |
| Construction contracts | 462 181 | 391 868 |
| Financial lease | 1 282 | 400 |
| Provisions | 30 945 | 28 458 |
| Tax loss carryforwards | 698 388 | 418 088 |
| Disallowed interest deductions | 11 466 | 10 863 |
| Non-taxable income | ||
| Effect of other tax rates in subsidiaries | ||
| Effect of change in tax rate* | ||
| Currency effect | 136 | |
| Other | 357 | |
| Total temporrary differences | 605 681 | 669 978 |
| Deferred tax benefit (22%) | -133 250 | -147 395 |
| Deferred tax benefit not recognised in balance sheet | -236 689 | -240 250 |
| (+) Deferrred tax benefit / (-) Tax liability recognised in balance sheet |
103 439 | 92 855 |
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(All amounts stated in tables in NOK thousands unless otherwise stated)
Note 13 Intangible assets
| Reseach & | Acquired | ||||
|---|---|---|---|---|---|
| Development | patents and | Other intangible | |||
| Goodwill | cost | rights | assets | Total | |
| Acquisition cost 1 January 2020 | 19 460 | 1 810 | 21 270 | ||
| Additions | 54 085 | 10 390 | 24 | 212 | 64 711 |
| Disposals | |||||
| Reclassification | |||||
| Exchange differences | -26 | -26 | |||
| Acquisition cost 31 December 2020 | 54 085 | 29 850 | 1 808 | 212 | 85 955 |
| Acquisition cost 1 January 2021 | 54 085 | 29 850 | 1 808 | 212 | 85 955 |
| Additions | 1 986 | 101 | 2 087 | ||
| Disposals | |||||
| Reclassification | |||||
| Exchange differences | -9 | -9 | |||
| Acquisition cost 31 December 2021 | 54 085 | 31 836 | 1 799 | 313 | 88 033 |
| Accumulated depreciation 1 January 2020 | 1 230 | 1 230 | |||
| Depreciation | 57 | 57 | |||
| Disposals | |||||
| Impairment | |||||
| Reclassification | |||||
| Exhange differences | |||||
| Accumulated depreciation 31 December 2020 | 1 230 | 57 | 1 287 | ||
| Accumulated depreciation 1 January 2021 | 1 230 | 57 | 1 287 | ||
| Depreciation | 38 | 86 | 124 | ||
| Disposals | |||||
| Impairment | |||||
| Reclassification | |||||
| Exhange differences | |||||
| Accumulated depreciation 31 December 2021 | 1 268 | 143 | 1 411 | ||
| Net book value 31 December 2020 | 54 085 | 29 850 | 578 | 155 | 84 668 |
| Net book value 31 December 2021 | 54 085 | 31 836 | 531 | 170 | 86 622 |
| No | |||||
| Useful life | depreciation | 10 years | 10 years | ||
| Denreciation | Straight line | Straight line |
Research and development cost capitalised in 2021 and 2020 is in relation to development of the Group's Plastic-to-Liquid technology in accordance with IAS 38.57. The carried value of the research and development cost is considered against future projects and further tested in accordance with IAS 36. Research and Development will be depreciated over 20 years starting 2022 when the Skive Plant is considered to be in operation and the technology in use.
Recognised goodwill in the Group amounts to NOK 54 million as at 31.12.2021. Goodwill is derived from the acquisition of Quantafuel Kristiansund AS which was completed in 2020. Goodwill is tested for impairment by the Group at least annually, or when there are any indications of impairment. Please refer to note 14.
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(All amounts stated in tables in NOK thousands unless otherwise stated)
Note 14 Impairment testing of goodwill
Recognised goodwill in the Group amounts to NOK 54 million as at 31.12.2021. Goodwill is derived from the acquisition of Quantafuel Kristiansund AS (formerly Replast AS) which was completed in 2020.
Goodwill is requested to be tested for impairment annually. Impairment losses are recognised where the recoverable amount is less than the carrying amount.
For 2021 and 2020 there were no impairment losses recognised.
| Book value of goodwill: | 2021 | 2020 |
|---|---|---|
| Quantafuel Kristiansund AS | 54 085 | 54 085 |
| Total Goodwill | 54 085 | 54 085 |
Goodwill is tested for impairment at least annually, or when there are indications of impairment. The impairment test was performed as at year-end 2021.
The recoverable amount is set to the estimated value in use. The value in use is the net present value of the estimated cash flow before tax, using a discount rate reflecting the timing of the cash flows and the expected risk.
The impairment test has been prepared in accordance with IAS 36 impairment of non-financial assets following the discounted cash flow methodology for value in use within the standard.
The value in use for Quantafuel Kristiansund AS has been calculated by using projected cash flows based on budget approved by the Group Management.
| The following assumptions were utilised when calculating value in use |
||
|---|---|---|
| 2021 | 2020 | |
| Discount interest | 8 % | 8 % |
| Growth rate | 2% | 2 % |
Key assumptions for value in use calculations
In connection with the impairment testing of goodwill, a sensitivity analysis has been carried out. The sensitivity analysis has tested changes in WACC and growth rates. The estimates used to determine future cash flows and WACC when calculating value in use are subject to uncertainty. The assumptions are described below:
Discount rate
The discount interest is based on weighted average cost of capital (WACC). The discount rate is reflecting the current market rate of return in the industry where the cost of equity has been calculated with the basis in the capital asset pricing model (CAPM). An interest rate of 8 % has been used when discounting the cash flows.
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(All amounts stated in tables in NOK thousands unless otherwise stated)
Growth rate
The growth rate in the period is based on management's expectation to the development in the market. Based on available information and knowledge about the market, management is expecting some increase in the growth for the next years. Management's expectation is based on the historical development in trends and public sector analysis. As a consequence of the uncertainty in the expectations, there may be a need for subsequent adjustments.
Sensitivity
At 31 December 2021, the Group's value in use for Quantafuel Kristiansund AS was higher than the carrying amount of tested goodwill. Sensitivity analysis show that no reasonable change in any of the key assumptions would cause the recoverable amount to be lower than the carrying amount.
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(All amounts stated in tables in NOK thousands unless otherwise stated)
Note 15 Property plant and equipment
| Property and plant |
Machinery and equipment |
Assets under construction |
Total | |
|---|---|---|---|---|
| Acquisition cost 1 January 2020 | 5 304 | 355 202 | 360 506 | |
| Additions | 61 375 | 196 102 | 257 477 | |
| Disposals | ||||
| Reclassification | ||||
| Exchange differences | ||||
| Acquisition cost 31 December 2020 | 66 679 | 551 304 | 617 983 | |
| Acquisition cost 1 January 2021 | 66 679 | 551 304 | 617 983 | |
| Additions | 49 255 | 147 931 | 197 184 | |
| Disposals | 2 333 | 2 333 | ||
| Derecognition | 2 329 | 2 329 | ||
| Reclassification | 18 318 | 18 318 | ||
| Exchange differences | -3 011 | -3 011 | ||
| Acquisition cost 31 December 2021 | 95 282 | 693 894 | 789 176 | |
| Accumulated depreciation 1 January 2020 | 1 759 | 1 759 | ||
| Depreciation | 5 305 | 5 305 | ||
| Disposals | ||||
| Impairment | ||||
| Reclassification | ||||
| Exhange differences | ||||
| Accumulated depreciation 31 December 2020 | 7 064 | 7 064 | ||
| Accumulated depreciation 1 January 2021 | 7 064 | 7 064 | ||
| Depreciation | 7 964 | 3 015 | 10 979 | |
| Disposals | ||||
| Impairment | ||||
| Reclassification | ||||
| Exhange differences | ||||
| Accumulated depreciation 31 December 2021 | 15 028 | 3 015 | 18 043 | |
| Net book value 31 December 2020 | 59 615 | 551 304 | 610 919 | |
| Net book value 31 December 2021 | 80 255 | 690 879 | 771 134 | |
| Useful life | 15-20 years | 3-10 years | 15-20 years | |
| Depreciation | Straight line | Straight line | Straight line |
The Group`s main asset is the Skive plant. The construction commenced in 2018 and is expected to be concluded within Q1 2022. In addition, three other projects are capitalised under construction. The total cost for assets under construction as of end of 2021 is NOK 690.9 million (2020: 551.3 million).
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During the year, one asset was sold:
Book value 2 333 1 000 Sale price Booked loss 1 333
Two assets are reclassed to held for sale, with a total sales value of NOK 18.32 million. At the beginning of 2021, Quantafuel Kristiansund AS decided to invest in a new mechanical line from the Dutch machine supplier Hermion Plastic Recycling Technology. The contract cost of EUR 3.75 million included a preproduction grinder of EUR 0.8 million. The grinder has been agreed to Logistikk & Baseservice AS ("LBS").
In relation to the installation and completion of the new equipment in November 2021, parts of the previous sorting lines for pre-production, foil and production were replaced. Sale is expected to be completed in Q1 for the grinder and Q2 for the production lines.
Impairment tests
The plant is in a start-up phase and proof of concept was completed in Q1 2022, with estimated full production in Q4 2022. The production plant is the first of its kind and therefore the estimated cost of completing the plant has been increased several times during the construction phase. The Group has capitalised all costs related to the construction of interest in the construction period.
Impairment testing of the carrying amount of the production plant, and the capitalised development costs, has been based on estimated cash flows for the years 2022 – 2041. The forecast period of 20 years corresponds to a typical minimum technical design life of refineries and gas processing plants. The financial forecasts are based on Management's best estimate and current budgets. The calculation is based using nominal values for cashflow with zero growth rate. The estimated cash flows are based on the expected output of the production plant when operational as well as expected selling prices and production costs. The discount rate before tax used is 7.5%. The Group considers the relationship between the value of discounted cashflow, peer market valuation, carrying amounts and other factors when identifying indicators of impairment.
The calculation of value in use is most sensitive to the estimates of product prices and volumes. Reasonable changes in the assumptions would not cause the carrying amount of the assets to exceed the recoverable amount.
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(All amounts stated in tables in NOK thousands unless otherwise stated)
Note 16 Financial assets and financial liabilities
| Financial assets other than cash: | 2020 | ||
|---|---|---|---|
| Debt instruments at amortised cost: | |||
| Trade and other receivables | 39 515 | 13 477 | |
| Non-current deposits | 7 652 | 7 855 | |
| Sum financial assets | 47 167 | 21 332 | |
| Total current | 39 515 | 13 477 | |
| Total non-current | 7 652 | 7 855 |
Financial liabilities: Interest-bearing liabilities:
| Interest rate | iviaturity | 2021 | 2020 | |
|---|---|---|---|---|
| Current interest-bearing liabilities | ||||
| Loan from Sparebank 1 SMN | 5.75% | 2022 | 7 640 | |
| Loan from DGI | CIBOR 3+7.03% | 2022 | 10 208 | 6 191 |
| Lease liabilities | 8.48% / 6% | 2022 | 7 555 | 5 723 |
| Total current | 25 404 | 11 915 | ||
| Non-current interestbearing loans: | ||||
| Innovasjon Norge | 9.95% | 2024 | 2 400 | 2 400 |
| Sparebank 1 SMN | 5.75% | 2026 | 29 287 | 38 189 |
| Loan from DGI | CIBOR 3+7.03% | 2028 | 55 071 | 39 286 |
| BASF liability | 18.86% | 79 019 | ||
| BASF conversion right liability * | n.a. | 360 758 | ||
| Lease liabilities | 8.48% / 6% | 2034 | 92 214 | 71 000 |
| Total non-current | 178 971 | 590 652 | ||
| Total interest-bearing liabilities | 204 375 | 602 567 | ||
| Other financial liabilities at amortised cost: |
Trade and other payables Total current Total non-current
The loan from Danmarks Grønne Investeringsfond (DGI) is for a total of DKK 53 million, where DKK 33 million have been disbursed by 31 December 2020 (NOK 45.5 million). A further DKK 20 million were disbursed on December 14, 2021. The loan incurs interest at 3 months CIBOR + 7.03% p.a. The loan is repayable with equal quarterly down payments with maturity on 1 April 2028. DGI is entitled to an extra performance payment based should the accumulated EBITDA of the Danish subsidiary in the years 2020 to 2023 be above DKK 70 million. The performance payment is 3% of accumulated EBITDA that is equal to or above DKK 70 million, increasing to 6% of accumulated EBITDA equal to or above DKK 100 million. The performance payment is capped at DKK 7 million. The estimated performance payment is included in the amortised cost for the loan. The loan is secured by first charge over the operating plant in Denmark as well as a floating charge of DKK 10 million in the Danish operation.
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Document ID: 16DE1F7FDA434B0FAD66D803E0349474
2021
102 127
102 127
2020
125 432
125 432
(All amounts stated in tables in NOK thousands unless otherwise stated)
The loan from Sparebank 1 is maturing October 2026. The outstanding amount as of 31.12.21 was NOK 37 million. The loan is repaid on a monthly basis. A waiver of the financial covenants was granted for the 2020 financials against a capital injection of NOK 20 million.
On 14 July 2021 BASF converted their convertible loan into shares. The financial items related to the convertible loan as at the conversion date was NOK 26.8 million for 2021. The total profit and loss effect of the convertible loan has been NOK 131.6 million. This is exchange rate effect. Total equity effect of the convertible loan has been NOK 233.6 million, this excluding the effect on the retained earnings through profit and loss.
| Non-cash changes | |||||||
|---|---|---|---|---|---|---|---|
| 01.01.2021 | Foreign exchange Cash flows movement |
Fair values changes |
New leases |
Other | 31.12.2021 | ||
| Long-term borrowings | 519 653 | 1 173 | -2 290 | -431 778 | 86 758 | ||
| Short-term borrowings | 6 191 | 11 657 | 17 848 | ||||
| Lease liabilities | 76 724 | -12 129 | -1 851 | 40 850 | -3 825 | 99 769 | |
| Assets held to hedge long- term borrowings |
|||||||
| Total liabilities from financing activities |
602 567 | 701 | -4 141 | -431 778 | 40 850 | -3 825 | 204 375 |
Changes in liabilities arising from financing activities for 2021 (2020):
| Non-cash changes | |||||||
|---|---|---|---|---|---|---|---|
| Foreign | Fair | ||||||
| exchange | values | New | 31.12.2020 | ||||
| 01.01.2020 | Cash flows movement | changes | leases | Other | |||
| Long-term borrowings | 117 440 | 23 055 | 3 765 | 334 804 | 40 589 | 519 653 | |
| Short-term borrowings | 1 046 | 5 145 | 6 191 | ||||
| Lease liabilities | 45 507 | -7 671 | 2 837 | 31 698 | 4 353 | 76 724 | |
| Assets held to hedge long- term borrowings |
|||||||
| Total liabilities from financing activities |
|||||||
| 163 993 | 20 529 | 6 602 | 338 804 | 31 698 | 44 942 | 602 567 |
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(All amounts stated in tables in NOK thousands unless otherwise stated)
The table below summarises the maturity profile of the Group's financial liabilities based on undiscounted payments:
| Year ended 31 December 2021 | Less than 3 months |
3 to 12 months |
1 to 5 years |
Above 5 years |
Total |
|---|---|---|---|---|---|
| Interest-bearing liabilities (excluding those below) 4 462 | 13 386 | 72 520 | 14 238 | 104 607 | |
| Convertible loan | |||||
| Lease liabilities | 2 509 | 7 527 | 40 084 | 49 649 | 99 769 |
| Trade payables | 44 442 | 44 442 | |||
| Total | 51 413 | 20 913 - | 112 605 | 63 886 | 248 817 |
| Less than 3 | 3 to 12 | 1 to 5 | Above 5 | ||
|---|---|---|---|---|---|
| Year ended 31 December 2020 | months | months | vears | years | Total |
| Interest-bearing liabilities (excluding those below) | 5 804 | 69 610 | 10 651 | 86 066 | |
| Convertible loan | 439 778 | 439 778 | |||
| Lease liabilities | 1 431 | 4 293 | 28 615 | 42 386 | 76 724 |
| Trade payables | 53 938 | 53 938 | |||
| Total | ਦੇ ਤੇ ਤੇ ਉੱਚ | 10 097 | 538 003 | 53 037 | 656 505 |
Fair values
Below is a comparison of the carrying amounts and fair values of financial liabilities as at 31 December 2021 and 31 December 2020:
| 31.12.2021 | 31.12.2021 | 31.12.2020 | 31.12.2020 | |
|---|---|---|---|---|
| Carrying | Carrying | |||
| amount | Fair value | amount | Fair value | |
| Financial liabilities | ||||
| Interest-bearing loans and borrowings: | 104 606 | 104 606 | 86 066 | 86 066 |
| Floating rate borrowings | ||||
| Fixed rate borrowings | ||||
| Embedded derivatives | 439 778 | 439 778 | ||
| Leasing liability (note 22) | 99 769 | 99 769 | 76 724 | 76 724 |
| Total | 204 375 | 204 375 | 602 567 | 602 567 |
| Fair Value measurement convertible loan | 31.12.2021 |
|---|---|
| Balance sheet as at 01.01.2021 | -439 778 |
| Gains and losses recognised in the current Income Statement | 205 302 |
| Exchange rate effect on fair value | 847 |
| Purchase, sale, issue and settlement | 233 629 |
| Amounts transferred to and from level 3 | |
| Unrealised profit (loss) recognised in other comprehensive income | |
| (OCI) | |
| Balance sheet as at 31.12.2021 | 0 |
QUANTAFUEL ASA - Notes to the consolidated financial statements for 2021 (All amounts stated in tables in NOK thousands unless otherwise stated)
Pledged assets
| 2021 | 2020 | |
|---|---|---|
| Carrying amount secured debt | ||
| Secured long-term debt | 84 358 | 77 475 |
| Secured short-term debt | 17 848 | 6 191 |
| Total | 102 206 | 83 666 |
| Book value of pledged assets | ||
| Inventory | 5 783 | 3 218 |
| Receivables | 839 | 276 |
| Fixed assets | 135 427 | 122 838 |
| Total | 142 049 | 126 332 |
The Group is exposed to market risk (currency and interest rate risk), credit risk and liquidity risk. Risk management is carried out by the CFO in cooperation with the CEO and the Board. The purpose of the management is to minimise unforeseen impacts on the Group's financial results.
Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate, currency and commodity price risk.
The Group has interest-bearing debt as described above. An increase in the interest rate of 1% would increase interest on debt by approximately NOK 1.05 million per year.
Foreign currency risk is the risk that fair value of assets or liabilities or future cash flows will fluctuate because of changes in foreign exchange rates. The Group's exposure to currency risk is related to loan in foreign currency, the products delivered from the Group's plant in Denmark will be based on commodity prices set in foreign currency as well as currency risk related to the Group's net investment in the subsidiaries in Denmark and UK.
Net foreign currency losses totalled NOK 2.9 million in 2021 (2020: NOK 2.4 million). The currency translation difference in equity as at 31 December 2021 was a net profit of NOK 2.2 million (2020: NOK 1.3 million).
When the Skive plant under construction is operational in 2022 the Group will be subject to credit risk from the Skive plant and Kristiansund plant in connection with sales to customers. The credit risk will be monitored at Group level and is for a large part expected by most of the produce being delivered to solid multinational chemical companies.
Liquidity risk is the risk that the Group will not be able to meet its financial obligations when they are due or that financing will not be available at. The Group's liquid resources are monitored to ensure that there is sufficient liquidity available to complete the construction of the plants, to start up production and deliver products to paying customers on a continuous basis. At 31 December 2021 the Group had NOK 285 million in liquid reserves.
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(All amounts stated in tables in NOK thousands unless otherwise stated)
Note 17 Other current receivables
| 2021 | 2020 | |
|---|---|---|
| Trade receivables | 18 120 | 3 359 |
| Provision for expected losses | ||
| Net trade receivables | 18 120 | 3 359 |
| Prepayments | 2 881 | 2 965 |
| Public duties and taxes receivable | 15 484 | 7 145 |
| Other | 3 030 | 8 |
| Total other receivables | 21 395 | 10 118 |
| Total current receivables | 39 515 | 13 477 |
Note 18 Cash and cash equivalents
| 2021 | 2020 | |
|---|---|---|
| Cash and bank deposits | 281 518 | 690 314 |
| Restricted cash | 3 385 | 1 909 |
| Total | 284 903 | 692 223 |
Restricted cash include cash deposited as security for employee tax withholdings.
Cash and cash equivalents per currency
| 2021 | 2020 | |
|---|---|---|
| nok | 252 410 | 684 701 |
| DKK | 30 940 | 7 342 |
| USD | 6 | 19 |
| EUR | 269 | 16 |
| SEK | 1 279 | 145 |
| Total | 284 903 | 692 223 |
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(All amounts stated in tables in NOK thousands unless otherwise stated)
Note 19 Share capital and shareholder information
Quantafuel ASA has one class of shares. The total number of shares at year end were 149,015,180 (2020: 135,826,217) with a nominal value of NOK 0.01. The share capital at 31 December 2021 was NOK 1,490,151.80 (2020: NOK 1,358,262.17)
The movement in the number of shares and share capital during the year was the following:
| Date | Event | Share price (NOK) | Total share capital (NOK) |
New shares issued |
Total no. of Shares | |
|---|---|---|---|---|---|---|
| 31.12.2017 | Total number of shares | 406 042,60 | 40 604 260 | |||
| 18.06.2018 | Private placement | 6,80 | 626 642,60 | 22 060 000 | 62 664 260 | |
| 06.08.2018 | Loan conversion | 4,08 | 726 795,60 | 10 015 300 | 72 679 560 | |
| 12.03.2019 | Private placement | 5,50 | 999 522,80 | 27 272 720 | 99 952 280 | |
| 14.10.2019 | Vitol Conversion | 9,80 | 1 029 660,30 | 3 013 750 | 102 966 030 | |
| 07.10.2019 | BASF Investment | 11,8 | 1 114 346,70 | 8 468 640 | 111 434 670 | |
| 21.10.2019 | Exercise of options | 4,6 | 1 115 146,70 | 80 000 | 111 514 670 | |
| 21.10.2019 | Exercise of options | 6,8 | 1 116 746,70 | 160 000 | 111 674 670 | |
| 30.03.2020 | Exercise of options | 4,6 | 1 117 746,70 | 100 000 | 111 774 670 | |
| 03.07.2020 | Kirkbi Investment | 18 | 1 256 635,50 | 13 888 880 | 125 663 550 | |
| 11.09.2020 | Exercise of options | 4,6 / 6,8 | 1 259 435,50 | 280 000 | 125 943 550 | |
| 18.09.2020 | Private placement | 70 | 1 345 435,50 | 8 600 000 | 134 543 550 | |
| 15.10.2020 | Exercise of options | 4,6 / 10,9 / 16,7 | 1 348 202,17 | 276 667 | 134 820 217 | |
| 12.11.2020 | Purchase Replast AS Purchase of Hulteberg Chemistry and Engineering |
50 | 1 356 202,17 | 800 000 | 135 620 217 | |
| 27.11.2020 | IP | 50 | 1 357 262,17 | 106 000 | 135 726 217 | |
| 29.12.2020 | Exercise of options Purchase 40% Geminor |
4,6 | 1 358 262,17 | 100 000 | 135 826 217 | |
| 14.01.2021 | Invest AS | 65,2 | 1 385 462,61 | 2 720 044 | 138 546 261 | |
| 09.03.2021 | Exercise of options | 4,6/10,90/14,9/18,2/19 | 1 387 295,93 | 183 332 | 138 729 593 | |
| 11.06.2021 | Exercise of options Purchase minority |
4,6 / 12,9 | 1 387 409,26 | 11 333 | 138 740 926 | |
| 05.07.2021 | Quantafuel Skive Aps | 40.6 | 1 416 209,26 | 2 880 000 | 141 620 926 | |
| 22.07.2021 | Loan conversion | 32 | 1 489 218,47 | 7 300 921 | 148 921 847 | |
| 15.09.2021 | Exercise of options | 13,5 | 1 489 485,13 | 26 666 | 148 948 513 | |
| 01.12.2021 | Exercise of options | 13,5 / 10,9 / 26,29 | 1 490 151,80 | 66 667 | 149 015 180 |
31.12.2021 Total number of shares 149 015 180
For 2021 the transaction costs booked towards share premium amounts to NOK 0.25 million (2020: NOK 29.92).
As at year end the Board of Directors are granted the following authorisations to increase the share capital of Quantafuel ASA:
28 May 2021: Authorisation to increase the share capital with up to NOK 277,459.18 of which NOK 248,659,18 remains unissued. The authorisation is valid until 30 June 2022. The authorisation may be used to carry out share issues to third parties identified by the Board and with whom the Company intends to establish, continue, or develop an industrial, scientific, commercial or strategic cooperation to facilitate the development or commercialisation of technology or production.
(All amounts stated in tables in NOK thousands unless otherwise stated)
28 May 2021: Authorisation to increase the share capital with up to NOK 75,000.00, of which NOK 73,953.34 remains unissued. The authorisation is valid until 30 June 2022. The authorisation may only be used to establish or implement incentive arrangements for the employees and Board members of the Company or its subsidiaries (750,000 options maximum) that have been approved by the Board
28 May 2021: Authorisation to acquire own shares with an aggregated par value of up to NOK 75,000.00 of which NOK 75,000.00 remains unissued. The authorisation is valid until 30 June 2022. The authorisation may only be used for the purpose of meeting the Company's obligations arising from the Company's share option program for the employees and Board members of the Company or its subsidiaries, and can only be used in connection with the number of shares to be issued under the authorisation to increase the share capital above.
Ownership structure
The number of shareholders at 31 December 2021 was 6 044. The Group's 20 largest shareholders as at 31 December 2020 is as follows:
| Shareholder | No of shares | % of total |
|---|---|---|
| BASF ANTWERPEN N.V. | 15 769 561 | 10,6 % |
| Danske Bank A/S | 14 134 458 | 9,5 % |
| CLEARSTREAM BANKING S.A. | 11 317 485 | 7,6 % |
| Nordnet Bank AB | 9 047 437 | 6,1 % |
| JPMorgan Chase Bank, N.A., London | 6 487 003 | 4,4 % |
| Danske Bank A/S | 6 274 378 | 4,2 % |
| T.D. VEEN AS | 4 236 360 | 2,8 % |
| PRO AS | 4 082 612 | 2,7 % |
| BNP Paribas Securities Services | 3 033 908 | 2,0 % |
| JPMorgan Chase Bank, N.A., London | 2 897 932 | 1,9 % |
| UBS Switzerland AG | 2 716 886 | 1,8 % |
| KB MANAGEMENT AS | 2 482 771 | 1,7 % |
| AS CLIPPER | 2 400 000 | 1,6 % |
| Nordea Bank Abp | 2 041 836 | 1,4 % |
| Citibank, N.A. | 1 805 617 | 1,2 % |
| MØSBU AS | 1 783 775 | 1,2 % |
| FAREID HOLDING AS | 1 576 093 | 1,1 % |
| Saxo Bank A/S | 1 571 882 | 1,1 % |
| MIDAS CAPITAL AS | 1 409 660 | 0,9 % |
| The Bank of New York Mellon SA/NV | 1 318 200 | 0,9 % |
| Total 20 largest shareholders | 96 387 854 | 64,7 % |
| Other shareholders | 52 627 326 | 35,3 % |
| Total number of shares | 149 015 180 | 100,0 % |
The Group has not paid any dividends in 2021 or 2020.
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(All amounts stated in tables in NOK thousands unless otherwise stated)
Shares held by Primary Insiders or their related parties 9
| Oscar Spieler/SOS Shipping AS | 1 613 600 | 1,1 % |
|---|---|---|
| Thorleif Enger/Thoeng AS | 139 300 | 0,1 % |
| Ann-Christin Andersen/4ADA AS | 10 000 | 0,0 % |
| Wenche Teigland | 1 430 | 0,0 % |
| Kasper Trebbien | 2 000 | 0,0 % |
| Lars Rosenløv | 800 | 0,0 % |
| Kristian Flaten | 5 000 | 0,0 % |
| Terje U. Eiken | 65 217 | 0,0 % |
| Christian Lach | 13 500 | 0,0 % |
| Total number of shares held by Primary Insiders or related parties | 1 850 847 | 1,2 % |
Note 20 Government grants
The table below shows the grants from Enova SF and that status of disbursement of the grants.
| BtL | |
|---|---|
| Maximum grant | 13 826 |
| Received as at 1 January 2018 | 1 307 |
| Received during 2018 | 121 |
| Received during 2019 | 146 |
| Received during 2020 | |
| Received during 2021 | |
| Total paid out | 1 575 |
| Not yet paid out | 12 251 |
lt is expected that BtL grant will be used to partly finance the Biomass to Liquid plant to be developed under the Avinor Agreement.
The project PtL plant in Oslo was terminated during 2021 and the grants received from Enova of NOK 6.5 million (plus interest) was refunded to Enova.
The Group has received NOK 1.5 million from Handelens Miljøfond relating to plant for fine sorting of plastic in Norway.
In addition, the Group has one project in Quantafuel Kristiansund that have been approved by the Research Council of Norway under the SkatteFunn scheme. In 2021 the Group has received NOK 4.2 million in SkatteFunn (2020: 4.9 million).
Grants received have been recognised in the income statement as other revenue.
9 Please note that some of the Primary Insiders have purchased shares in 2022 and/or subscribed shares in relation with the Private Placement 28 January 2022. This will be described in note 30
(All amounts stated in tables in NOK thousands unless otherwise stated)
Note 21 Other current liabilities
| 2021 | 2020 | |
|---|---|---|
| Public duties payable | 17 416 | 37 581 |
| Accrued expenses | 40 269 | 33 913 |
| Total other current liabilities | 57 685 | 71 494 |
Other current liabilities by currency:
| 2021 | 2020 | |
|---|---|---|
| NOK | રેટ ટેટર | 68 279 |
| DKK | 2 013 | 3 068 |
| EUR | ||
| USD | ||
| SEK | 117 | 42 |
| GBP | 105 | |
| Total other current payables | 57 685 | 71 494 |
Note 22 Leases
Below are the carrying amounts of right-of-use assets recognised and movements during the period. All items are related to rent of office and plant buildings.
| 2021 | 2020 | |||
|---|---|---|---|---|
| Right of use assets | Property and plant |
Total | Property and plant |
Total |
| Balance at 01 January | 71 527 | 71 527 | 44 602 | 44 602 |
| Depreciations* | -8 840 | -8 840 | -7 734 | -7 734 |
| Additions | 40 850 | 40 850 | 31 698 | 31 698 |
| Of which lease liability | 40 850 | 40 850 | 31 698 | 31 698 |
| Adjustments | -8 547 | -8 547 | 124 204 | 124 204 |
| Of which liability adjustments | -9 664 | -9 664 | 124 | 124 |
| Of which gains and losses | 1 116 | 1 116 | O | 0 |
| Effects of movements in exchange rates | -1 851 | -1 851 | 2 837 | 2 837 |
| Balance at 31 December | ਰੇਤ 139 | ਰੇਤ 139 | 71 527 | 71 527 |
* Depreciation includes depreciation for Quantafuel Kristiansund AS full year 2020, as the depreciation recognised in profit or loss is from the date of control
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(All amounts stated in tables in NOK thousands unless otherwise stated)
| Lease liabilities | 2021 | 2020 |
|---|---|---|
| Maturity analysis - contractual undiscounted cash flows | ||
| Less than one year | 14 375 | 11 254 |
| One to five years | 57 413 | 44 866 |
| More than five years | 71 112 | 59 240 |
| Total undiscounted lease liabilities at 31 December | 142 901 | 115 360 |
| Lease liabilities included in the statement of financial position at 31 December | 99 769 | 76 724 |
| Current | 7 555 | 5 723 |
| Non-current | 92 214 | 71 000 |
| Amounts recognised in profit or loss | 2021 | 2020 |
|---|---|---|
| Interest on lease liabilities | 6 044 | 4 829 |
| Depreciation of right-of-use assets | 8 840 | 5 269 |
| Gains (-) and losses (+) due to terminations, purchases, impairments, and other changes |
-1 116 | |
| Variable lease payments not included in the measurement of lease liabilities |
| Amounts recognised in the statement of cash flow | 2021 | 2020 |
|---|---|---|
| Total cash outflow for leases | 12 129 | 7 671 |
| Other comprehensive income | 2021 | 2020 |
| Transaction differences on net investment in foreign operations | 212 | -70 |
| Additional information / sensitivity analysis | 2021 | 2020 |
|---|---|---|
| Options to extend not yet committed to, discounted liability effect | 17 941 | |
| Excluding options to terminate committed to but not yet occurred, discounted liability effect |
||
| Residual value guarantees not included in the measurement of lease liabilities | ||
| Leases not yet commenced to which the lessee is committed | ||
| Effect on lease liabilities if the discount rate increases by 1 % | -4 021 | -3 134 |
| Effect on lease liabilities if the discount rate decreases by 1 % | 4 326 | 3 388 |
| 4094 | 0090 |
| Other information | TULT | 2020 |
|---|---|---|
| Estimated residual value guarantees included in the maturity analysis | ||
| Purchase options included in the maturity analysis | ||
| The weighted average lessee's incremental borrowing rate applied to lease liabilities recognised in the statement of financial position |
7.48% | 7.90% |
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(All amounts stated in tables in NOK thousands unless otherwise stated)
| Control of the discounted lease liability | 2021 | 2020 |
|---|---|---|
| Total undiscounted lease liabilities at 31 December | 142 901 | 115 360 |
| Lease liabilities included in the statement of financial position at 31 December | 99 769 | 76 724 |
| Difference | 43 132 | 38 637 |
| Control: remaining interest | 43 132 | 38 637 |
The maturity of lease liabilities is disclosed in note 16.
Note 23 Inventories
| 2021 | 2020 | |
|---|---|---|
| Finished goods: | 5 783 | 3 217 |
| At net realisable value | 5 783 | 3 217 |
| At cost | ||
| Total finished goods | 5 783 | 3 217 |
Note 24 Earnings per share
The basic earnings per share are calculated as the ratio of the profit for the year that is due to the shareholders of the parent of NOK 4.5 million (2020: loss of NOK 497 million) divided by the weighted average number of ordinary shares outstanding, 140.1 million (2020: 120.2 million).
When calculating the diluted earnings per share, the profit that is attributable to the ordinary shareholders of the parent and the weighted average number of ordinary shares outstanding are adjusted for all the dilution effects relating to convertible bonds and share options.
The profit for the year attributable to the ordinary shareholders is adjusted for interest costs (after tax) relating to the convertible bonds. The "denominator" takes account of all the shares that can be received if debt is converted and all the share options that are"in-the-money" and can be exercised. In the calculations, convertible bonds and share options are assumed to have been converted/ exercised on the first date in the fiscal year. Convertible bonds and share options issued this year are assumed to be converted/ exercised at the date of issue/ grant date. The dilution effect on share options is calculated as the difference between average fair value in an active market and the sum of not recognised cost portion of the options.
The dilution effect on convertible bonds is calculated as the difference between the reduction in the cost of borrowing and the number of potential shares issued.
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(All amounts stated in tables in NOK thousands unless otherwise stated)
| 2021 | 2020 | |
|---|---|---|
| Profit (loss) for the year due to holders of ordinary shares | ||
| Profit for the year from continuing operations | -3 883 | -496 699 |
| Profit (loss) for the year due to the holders of ordinary shares | -3 883 | -496 699 |
| Diluted profit | 2021 | 2020 |
| The profit for the year due to the holders of ordinary shares | -3 883 | -496 699 |
| The effect of interest on convertible bonds (before tax) | O | 13 343 |
| Diluted profit for the year due to the holders of ordinary shares | -3 883 | -483 356 |
| 2021 | 2020 | |
| Average number of shares outstanding (Note 19) | 140 138 428 | 119 792 943 |
| Effect of dilutive potential ordinary shares: | ||
| Convertible bonds | O | 749 136 |
| Share options | 6 978 669 | 5 628 334 |
| Diluted average number of shares outstanding | 6 978 669 | 6 377 470 |
Note 25 Investment in Associate
On 12 January 2021, Quantafuel ASA acquired 40% of the voting shares in Geminor Invest AS for NOK 168 million. The acquisition was settled in 2,720,044 consideration shares in Quantafuel, plus a cash settlement of NOK 3.8 million to cover transaction costs. Quantafuel ASA obtained an option to acquire the remaining 60%.
Geminor Invest AS is a limited company located in Karmøy, Norway. Geminor Invest AS holds 100% of the shares in Geminor AS, a market leader in waste trading, logistics and sorting.
The associate is recognised using the equity method.
Based on an overall assessment where size and complexity are taken into account Geminor Invest AS is considered to be a significant associate. Further information regarding these companies are disclosed below.
| Geminor Invest AS | |
|---|---|
| Book value 12.1.2021 | 171 852 |
| Share of profit post-tax 2021 | 3 954 |
| Depreciation excess value 2021 | |
| Exhange rate differences | |
| Investments/disposals | |
| Capital contribution | |
| Dividend | 4 000 |
| Book value 31.12.2021 | 171 806 |
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(All amounts stated in tables in NOK thousands unless otherwise stated)
A summary of the financial information on the individual associated companies, based on 100% figures:
| Geminor Invest AS | |
|---|---|
| Total revenue | 1 614 227 |
| Profit from continued operations | 9 886 |
| Post-tax profit for discontinued | |
| operations | |
| Other income and expenses | |
| Comprehensive income | 9 886 |
| The Groups share of comprehensive | 3 954 |
| income | |
| Current assets | 319 849 |
| Non-current assets | 233 631 |
| Current liabilities | 291 479 |
| Non-current liabilities | 57 054 |
| Equity | 165 107 |
| The Groups share of equity | 80 778 |
| +excess value and conversion | 91 028 |
| = Book value 31.12.2021 | 171 806 |
Please note that Geminor Invest AS is according to NGAAP. The excess value given includes items converted into IFRS.
Note 26 Segment reporting
Quantafuel develops technology that contributes to solving the global waste problem. The Company has as per 31.12.2021 only one defined business segment, and as the financial statement is consistent with the internal financial reporting and thus is equal to the Income Statement of Financial Position and Cash flow statement, no further disaggregation has been provided. The Group's assessment of segment reporting will be reviewed on a continuous basis.
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(All amounts stated in tables in NOK thousands unless otherwise stated)
Note 27 Commitments and contingencies
Government grants
The Group has received government grants from Enova SF. As at the balance sheet date the Group have received a total of NOK 1.6 million under these grants, as presented in note 20. If the projects should not be completed as described in the applications to Enova SF the grants, plus interest from the date of disbursement by Enova, are repayable by the Group.
In relation to establish a Biomass-to-Liquid (BtL) plant in Norway, the Group signed an agreement with Avinor 18 June 2019. The Group has received NOK 4 million as prepayment for deliveries from the BtL plant that is under development. If the BtL plant is not built, the Buyer have the right to be compensated with PtL diesel fuel produced at the plant in Denmark. Deliveries will be priced at market prices. Both the Group and the Buyer is entitled to terminate the agreement with 12 months' notice. If terminated by the Group, any prepayments are repayable in full.
Agreement with BASF
Under the investment and convertible loan agreement with BASF, BASF has the right of first refusal to all pyrolysis oil and purified hydrocarbons form the Skive Plant for a minimum of 4 years after start-up of the production.
Note 28 Related party disclosures
The Group had a consultancy agreement with a consultancy company owned by the Chairperson of the Board for a monthly remuneration of NOK 175,000 in addition to Board remuneration. This agreement is now terminated. Payment under this agreement amounted to NOK 800,000 during the financial year (2020: NOK 700,000 then Deputy Chair).
"Collaboration agreement" between BASF and Quantafuel was signed 17 March 2020 relating to developing the "plastic-to-liquid" technology. The Parties are expected to make equivalent contributions to the development project, e.g. in the form of expertise, man hours, resources, financing, etc. Total project cost for 2021 in relation to collaboration agreement is EUR 5.3 millon of which BASF covered half, EUR 2.6 million (2020: BASF covered EUR 365,000 of EUR 730,000).
During 2021 the Quantafuel group has received services relating to waste handling and logistics from the Geminor Group amounting to NOK 8.9 million. All transactions have been done at arm lengths.
Note 29 Standards issued but not yet effective
There are no new or amended standards or interpretations that are issued, but not yet effective, up to the date of issuance of the Group's financial statements that are expected to have a significant impact on the Group's consolidated financial statements.
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(All amounts stated in tables in NOK thousands unless otherwise stated)
Note 30 Events after the balance sheet date
On 1 January 2022 the Skive Plant was considered completed, and was transferred to Quantafuel Skive Aps. Following the transfer, the plant will be treated according to applicable IFRS accounting rules. A change in valuation and book value may apply.
On 27 January 2022 Quantafuel ASA raised NOK 400,000,000 in a private placement through allocation of 16,000,000 new shares at a share price of NOK 25.00 per share.
The total share capital of Quantafuel following the private placement is NOK 1,650,151.80 divided by 165,015,180 shares, each with a par value of NOK 0.01 .
On 28 January 2022 Thorleif Enger, Board member of Quantafuel ASA, purchased 20,000 shares through Thoeng AS.
On 28 January 2022 Lars Rosenløv Jensen, CEO of Quantafuel ASA, purchased 20,000 shares.
On 5 February 2022 the Skive plant in Denmark experienced a mechanical failure in the burner chamber of one of the production lines. As a safety precaution was closed down to allow for root cause to be identified and rectified. There were no personal injuries, neither any hazardous substances released to the environment. Danish authorities have been informed, but do not see a need for their participation.
On 1 March 2022 Thorleif Enger, Board member of Quantafuel ASA, purchased 30,000 shares through Thoeng AS.
On 4 March 2022 Lars Rosenløv Jensen, CEO of Quantafuel ASA, purchased 30,000 shares.
On 24 March 2022 new shares were registered in the Norwegian Register of Business Enterprise. Quantafuel issued 13,333 shares at NOK 0.01 per share. This capital increase was related to stock options being exercised. The shares were exercised at a subscription price of 14.90 per share.
On 28 March 2022 Quantafuel announced Proof of Concept for its Skive chemical recycling plant after more than seven days of continuous operation at a level corresponding to an annual capacity of 16,000 tonnes of plastic waste infeed.
On 28 March 2022 Terje Eiken, COO of Quantafuel ASA, purchased 10,000 shares.
On 6 April 2022 new shares were registered in the Norwegian Register of Business Enterprise. Quantafuel issued 800,000 shares at NOK 0.01 per share. The issue of shares was related to Quantafuel ASA ("Quantafuel") taking full ownership of UK project developments and was the settlement of the first Tranche of payment.
The total share capital of Quantafuel is NOK 1,658,285.13 divided by 165,828,513 shares, each with a par value of NOK 0.01
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Quantafuel ASA Financial statements 31 December 2021
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QUANTAFUEL ASA INCOME STATEMENT 1 JANUARY – 31 DECEMBER (Amounts in NOK thousands)
| Note | 2021 | 2020 | |
|---|---|---|---|
| Operating revenue | 2 | 12 737 | 21 183 |
| Share of net income equity- | |||
| accounted investees | 3 954 | ||
| Total revenue | 16 691 | 21 183 | |
| Cost of materials | 84 730 | 134 225 | |
| Salaries and personnel costs | 3 | 44 717 | 66 313 |
| Depreciation and amortisation | 7,13 | 3 422 | 2 480 |
| Other operating expenses | ব | 44 587 | 26 690 |
| Operating profit (loss) | -160 765 | -208 524 | |
| Finance income | 220 770 | 4 698 | |
| Finance expense | 7 966 | 342 518 | |
| Net financial items | 5 | 212 803 | -337 820 |
| Profit (loss) before tax | 52 038 | -546 344 | |
| Income tax expense | 6 | ||
| Profit (loss) for the period | 52 038 | -546 344 |
QUANTAFUEL ASA STATEMENT OF COMPREHENSIVE INCOME 1 JANUARY – 31 DECEMBER (Amounts in NOK thousands)
| Note | 2021 | 2020 |
|---|---|---|
| Profit for the period | 52 038 | -546 334 |
| Other comprehensive income: | ||
| Translation differences, net | ||
| Total comprehensive profit (loss) | 52 038 | -546 334 |
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QUANTAFUEL ASA STATEMENT OF FINANCIAL POSITION AT 31 DECEMBER
(Amounts in NOK thousands)
| Note | 2020 | 2020 | |
|---|---|---|---|
| ASSETS | |||
| Intangible assets | 7 | 32 437 | 30 436 |
| Property plant and equipment | 7 | 2 856 | 3 086 |
| Right-of-use asset | 13 | 16 083 | 12 718 |
| Shares in subsidiaries | 8 | 273 893 | 16 156 |
| Equity acc. Investees | 171 806 | ||
| Other non-current assets | 79 929 | 29 730 | |
| Total non-current assets | 577 003 | 143 126 | |
| Accounts receivable | 9,10 | 35 868 | 14 374 |
| Other receivables | 9,10 | 221 921 | 122 992 |
| Cash and cash equivalents | 11 | 243 294 | 682 274 |
| Total current assets | 501 084 | 819 639 | |
| Total assets | 1 078 087 | 962 766 | |
| EQUITY AND LIABILITIES | |||
| Share capital | 1 490 | 1 358 | |
| Other paid-in capital | 1 906 483 | 1 373 496 | |
| Retained earnings | - 980 455 | -1 028 539 | |
| Reserve for valuation variations | 3 954 | ||
| Total equity | 931 472 | 346 315 | |
| Non-current interest bearing liabilities | 9 | 439 778 | |
| Long-term leasing liability | 9,13 | 14 285 | 11 411 |
| Total non-current liabilities | 14 285 | 451 189 | |
| Short-term leasing liability | 9,13 | 2 766 | 1 707 |
| Accounts payable | 12 | 27 468 | 46 699 |
| Current interest bearing liabilities | 9 | ||
| Other current liabilities | 12,16 | 102 097 | 116 856 |
| Total current liabilities | 132 331 | 165 261 | |
| Total equity and liabilities | 1 078 087 | 962 766 |
Oslo, 27 April 2022
Thorleif Enger Board member
Wenche Teigland Board member
Berit Koppervik Board member
Ann-Christin Andersen
Chairperson of the Board
Maximilian Walter Board member
Majken Margrethe Smith Board member
Kasper Bech Trebbien Board member
Lars Rosenløv Jensen CEO
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QUANTAFUEL ASA STATEMENT OF CASH FLOWS 1 JANUARY - 31 DECEMBER (Amounts in NOK thousands)
| 2021 | 2020 | |
|---|---|---|
| Profit (loss) before tax | 52 038 | -546 344 |
| Depreciation and amortisation | 3 422 | 2 480 |
| Taxes paid | ||
| Share-based payment expense | 11 404 | 5 059 |
| Net financial items and equity-accounted investees | -216 757 | 337 820 |
| Changes in net accounts receivable and payable | -40 725 | 1 588 |
| Changes in working capital and other accruals | -147 229 | -70 420 |
| Net cash flows from operating activities | -337 847 | -269 818 |
| Purchase of property, plant and equipment | -665 | -2 137 |
| Capex projects | -50 199 | |
| Purchase of intangible asset | -2 087 | -5 302 |
| Investments | -53 259 | -10 000 |
| Dividend | 4 000 | |
| Interest income | 1 012 | 618 |
| Net cash flows from investment activities | -101 198 | -16 821 |
| Capital placement | 3 157 | 826 438 |
| Proceeds from borrowings | ||
| Repayment of borrowings | ||
| Payments of lease liabilities | -3 009 | -2 319 |
| Interest expense | -81 | -643 |
| Net cash flows from financing activities | 67 | 823 476 |
| Net change in cash and cash equivalents | -438 979 | 536 837 |
| Cash and cash equivalents at beginning of period | 682 274 | 145 437 |
| Cash at cash equivalents at end of period | 243 294 | 682 274 |
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QUANTAFUEL ASA STATEMENT OF CHANGES IN EQUITY 1 JANUARY - 31 DECEMBER
(Amounts in NOK thousands)
| Share capital |
Share premium |
Retained earnings |
Total | |
|---|---|---|---|---|
| Equity at 31 December 2019 | 112 | 497 874 | 482 195 | 15 791 |
| Profit (loss) | 546 344 | 546 344 | ||
| Increase in share capital | 1 247 | 870 563 | 871 810 | |
| Currency gain in regards to equity increase | ||||
| Share-based payments | 5 059 | 5 059 | ||
| Equity at 31 December 2020 | 1 358 | 1 373 496 | 1 028 539 | 346 315 |
| Profit (loss) | 52 038 | 52 038 | ||
| Increase in share capital | 132 | 521 582 | 521 714 | |
| Currency gain in regards to equity increase | ||||
| Share-based payments | 11 404 | 11 404 | ||
| Equity at 31 December 2021 | 1 490 | 1 906 483 | -976 501 | 931 472 |
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(All amounts stated in tables in NOK thousands unless otherwise stated)
Note 1 Corporate information and basis of preparation
The financial statements for Quantafuel ASA (the Company) have been prepared in accordance with International Financial Reporting Standards as approved by the EU. In cases where the notes for the Company are significantly different from the notes for the Group, these are provided below. Reference is made otherwise to the information in the notes for the Group.
1.1 Revenue from contracts with customers
The Company has a contract with its subsidiary Quantafuel Skive ApS to deliver a plastic waste plant at a fixed amount of USD 12 million. The project is accounted for as a contract with customers, applying IFRS 15 Revenue from contracts with customers, recognising revenues over time by measuring cost passed in relation to full satisfaction of the performance obligation. When it is probable that contract costs will exceed the total contract revenue, the expected loss is recognised as an expense immediately in accordance with IAS 37.
1.2 Changes in accounting policies and disclosures
No changes in accounting policies or amendments to estimates or assumptions have been made in 2021.
For 2020 amendments to estimates were made in connection with the implementation of new calculation systems for options and leasing. The estimate changes were recognised through profit or loss.
Note 2 Revenue from contracts with customers
| 2021 | 2020 | |
|---|---|---|
| Revenue from contracts with customers | 10 470 | 13 565 |
| Other revenue | 2 267 | 7 618 |
| Operating revenue | 12 737 | 21 183 |
Revenue from contracts with customers of NOK 10.47 million (2020: NOK 13.56 million) is all related to the Quantafuel Skive project in Denmark.
Other revenue in 2021 consists of NOK 0.7 million relating to the Avfall Norge (Waste Norway) project, NOK 0.44 million for case study and NOK 1.12 million relating to the Grønt Punkt Norge project.
Other revenue in 2020 consists of NOK 2.28 million relating to the Equinor project and NOK 5.33 million relating to the Grønt Punkt Norge project.
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Note 3 Salary and personnel costs
| 2021 | 2020 | ||
|---|---|---|---|
| Salaries | 57 520 | 30 136 | |
| Pension expenses | 2 973 | 1 126 | |
| Social security taxes | 10 177 | 8 115 | |
| Share-based payments | 11 404 | 5 059 | |
| Accrued social security taxes for share-based payments | -16 908 | 23 645 | |
| Other benefits | 3 409 | 1 825 | |
| Salary costs reclassified as project cost | -23 857 | -3 ਦੇਰੇਤ | |
| Total | 44 717 | 66 313 | |
| Average full time equivalent employees | 52 | 28 |
The company has a pension contribution plan covering all employees. The plan is in compliance with legal requirements.
Note 4 Other operating expenses
| 2021 | 2020 | |
|---|---|---|
| R&D | 1 842 | 1 140 |
| Rent and other office expenses | 4 360 | 2 095 |
| IT and other equipment | 1 362 | 2 015 |
| Travel expenses | 20 166 | 17 374 |
| External services | 11 857 | 1 014 |
| Other | 4 ggg | 3 052 |
| Total | 44 587 | 26 690 |
Compensation to auditors are as follows:
| 707 | 2020 | |
|---|---|---|
| Statutory audit fee | 487 | 464 |
| Other assurance engagements | 148 | 179 |
| Tax related services | 28 | 15 |
| Other services | 302 | 71 |
| Total | વેલક | 728 |
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QUANTAFUEL ASA - Notes to the parent company financial statements for 2021
(All amounts stated in tables in NOK thousands unless otherwise stated)
Note 5 Financial income and expenses
| 2021 | 2020 | |
|---|---|---|
| Interest income | 7 819 | 3 378 |
| Interest expenses | -1 146 | -898 |
| Net foreign currency gains (losses) | 900 | -4 863 |
| Financial items related to convertible loan | 205 302 | -334 803 |
| Other | -73 | -634 |
| Total | 212 803 | -337 820 |
Note 6 Income taxes
| Income tax expense: | 2021 | 2020 |
|---|---|---|
| Tax payable | ||
| Changes in deferred tax | ||
| Tax expense |
| Calculation of tax basis | 2021 | 2020 |
|---|---|---|
| Pre-tax profit | 52 038 | -546 344 |
| Permanent differences | 59 | -29 635 |
| Change in temporary differences | -257 480 | 384 265 |
| Losses to be carried forward | 205 383 | 191 714 |
| Tax expense | ||
| Temporary differences | 2021 | 2020 |
| Property, plant and equipment | 8 | 5 |
| 903 | 801 | |
| Financial assets and debt | 0 | -325 259 |
| Construction contracts | -462 181 | -391 868 |
| Financial lease | -968 | -400 |
| Provisions | -20 703 | -20 703 |
| Tax loss carryforwards | -538 729 | -333 346 |
| Disallowed interest deductions | -10 863 | -10 863 |
| Total temporrary differences | -1 024 541 | -1 076 637 |
| Deferred tax benefit (22%) | -225 399 | -236 860 |
| Deferred tax benefit not recognised in balance sheet | -225 399 | -236 860 |
| Deferrred tax benefit recognised in balance sheet | 0 | 0 |
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Note 7 Intangible and tangible assets
| Acquired | ||||
|---|---|---|---|---|
| Development | patents and | Total | Machinery and | |
| cost | rights | intangibles | equipment | |
| Acquisition cost 1 January 2020 | 19 459 | 887 | 20 346 | 2 183 |
| Additions | 10 390 | 212 | 10 602 | 2 137 |
| Disposals | ||||
| Reclassification | ||||
| Exchange differences | ||||
| Acquisition cost 31 December 2020 | 29 849 | 1 099 | 30 948 | 4 320 |
| Acquisition cost 1 January 2021 | 29 849 | 1 099 | 30 948 | 4 320 |
| Additions | 1 986 | 101 | 2 087 | 665 |
| Disposals | ||||
| Reclassification | ||||
| Exchange differences | ||||
| Acquisition cost 31 December 2021 | 31 835 | 1 200 | 33 035 | 4 985 |
| Accumulated depreciation 1 January 2020 | 454 | 454 | 642 | |
| Depreciation | 58 | 58 | 592 | |
| Disposals | ||||
| Impairment | ||||
| Reclassification | ||||
| Exhange differences | ||||
| Accumulated depreciation 31 December 2020 | 512 | 512 | 1 234 | |
| Accumulated depreciation 1 January 2021 | 512 | 512 | 1 234 | |
| Depreciation | 87 | 87 | 896 | |
| Disposals | ||||
| Impairment | ||||
| Reclassification | ||||
| Exhange differences | ||||
| Accumulated depreciation 31 December 2021 | ਦਰੰਬ | ਦਰੰਭ | 2 130 | |
| Net book value 31 December 2020 | 29 849 | 587 | 30 436 | 3 086 |
| Net book value 31 December 2021 | 31 835 | 601 | 32 437 | 2 856 |
| No | ||||
| Useful life | depreciation | 10 years | 3-15 years | |
| Depreciation | Straight line | Straight line |
The activation of total NOK 19.5 million in Development cost will not be amortised in 2021 as it is costs related to the generic concept. Depreciation will start 2022 when the Skive Plant is considered to be in operation.
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Note 8 Subsidiaries and joint ventures
| Principal | |||||
|---|---|---|---|---|---|
| Name | activities | Country | 2021 | 2020 | |
| Quantefuel Skive ApS | 100 % (76%) | Production | Denmark | 133 799 | 16 870 |
| Quantafuel Oslo AS | 100 % | Active | Norway | 30 30 |
|
| Quantafuel Sweden AB | 100 % | Active | Sweden | 249 249 |
|
| Quantafuel UK Ltd | 100 % (50%) | Active | UK | 19 404 | 6 |
| Next Gen Energy S.A. de C.V. | 50 % | Dormant | Mexico | ||
| Quantafuel Kristiansund AS | 100 % | Production | Norway | 103 ਰੇਖੇ ਹੋ | 50 000 |
| Quantafuel Cheshire Ltd | 100 % | Active | UK | 1 | |
| Quantafuel Sunderland Ltd | 100 % | Active | UK | 16 001 | |
| Quantafuel Denmark Aps | 100 % | Active | Denmark | 136 | |
| Quantafuel Esbjerg Aps | 100 % | Active | Denmark | 136 | |
| Quantafuel Aalborg Aps | 100 % | Active | Denmark | 136 | |
| Geminor Invest AS | 40 % | Active | Norway | 171 806 | |
| Total carrying amount | 445 699 | 67 155 | |||
| Note 9 Financial assets and liabilities | 31.12.2021 | 31.12.2020 | |||
| Debt instruments at amortised cost: | |||||
| Trade and other receivables | 257 789 | 137 366 | |||
| Sum financial assets | 257 789 | 137 366 | |||
| Total current Total non-current |
257 789 | 137 366 | |||
| Interest rate | Maturity | 31.12.2021 | 31.12.2020 | ||
| Current interest-bearing liabilities | |||||
| Lease liabilities | 8.5% | 2 766 | 1 707 | ||
| Total current | 2 766 | 1 707 | |||
| Non-current interestbearing loans: | |||||
| BASF liability | 19% | 79 019 | |||
| BASF conversion right liability | n.a. | 360 758 | |||
| Lease liabilities | 8.5% | 14 285 | 11 411 | ||
| Total non-current | 14 285 | 451 189 | |||
| Total interest-bearing liabilities | 17 052 | 452 896 | |||
| Other financial liabilities at amortised cost: | |||||
| 31.12.2021 | 31.12.2020 | ||||
| Trade and other payables | 129 564 | 163 255 | |||
| Total current | 129 564 | 163 555 | |||
| Total non-current |
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(All amounts stated in tables in NOK thousands unless otherwise stated)
Maturity Profile
| Less than | 3 to 12 | Above | |||
|---|---|---|---|---|---|
| Year ended 31 December 2021 | 3 months | months | 1 to 5 years | 5 years | Total |
| Interest-bearing liabilities (excluding those below) | |||||
| Lease liabilities | 656 | 2 110 | 14 285 | 17 051 | |
| Accounts payable | 27 468 | 27 468 | |||
| Other current liabilities | |||||
| Total | 28 124 | 2 110 | 14 285 | 44 519 | |
| Less than | 3 to 12 | Above | |||
| Year ended 31 December 2020 | 3 months | months | 1 to 5 years | 5 years | Total |
| Interest-bearing liabilities (excluding those below) | 439 778 | 439 778 | |||
| Lease liabilities | 427 | 1 280 | 11 411 | 13 118 | |
| Accounts payable | 46 699 | 46 699 | |||
| Other current liabilities |
Fair values
| 31.12.2021 | 31.12.2021 | 31.12.2020 | 31.12.2020 | |
|---|---|---|---|---|
| Carrying | Carrying | |||
| amount | Fair value | amount | Fair value | |
| Financial liabilities | ||||
| Interest-bearing loans and borrowings: | 439 778 | 439 778 | ||
| Leasing liability (note 13) | 17 051 | 17 051 | 13 118 | 13 118 |
| Total | 17 051 | 17 051 | 452 896 | 452 896 |
| Fair Value measurement | 31.12.2021 |
|---|---|
| Balance sheet as at 01.01.2021 | -439 778 |
| Gains and losses recognised in the current Income Statement | 205 302 |
| Exchange rate effect on fair value | 847 |
| Purchase, sale, issue and settlement | 233 629 |
| Amounts transferred to and from level 3 | |
| Unrealised profit (loss) recognised in other comprehensive | |
| income (OCI) | |
| Balance sheet as at 31.12.2021 | |
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QUANTAFUEL ASA - Notes to the parent company financial statements for 2021
(All amounts stated in tables in NOK thousands unless otherwise stated)
Note 10: Trade and other receivables
| 2021 | 2020 | |
|---|---|---|
| Trade receivables | 35 868 | 14 374 |
| Provision for expected losses | ||
| Net trade receivables | 35 868 | 14 374 |
| (Trade receivables in 2020 includes intercompany receivables) | ||
| Contract assets | ||
| Other current receivables | 221 921 | 122 992 |
| Total current receivables | 257 789 | 137 366 |
Age distribution of trade receivables:
| 2021 | 2020 | |
|---|---|---|
| Trade receivables not due | 264 | |
| Up to 30 days | 5 395 | 2 826 |
| Between 30 and 90 days | ||
| Above 90 days | 30 473 | 11 284 |
| Total | 35 868 | 14 374 |
Trade and other current receivables by currency: (Amount currency stated in NOK) NOV
| NOK | 158 856 | 17 420 |
|---|---|---|
| SEK | 602 | |
| DKK | 5 631 | 51 880 |
| EUR | 17 281 | 3 083 |
| usd | 75 419 | 64 949 |
| GBP | 34 | |
| Total current receivables | 257 789 | 137 366 |
2021
2020
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QUANTAFUEL ASA - Notes to the parent company financial statements for 2021
(All amounts stated in tables in NOK thousands unless otherwise stated)
Note 11: Cash and cash equivalents
| 2021 | 2020 | |
|---|---|---|
| Cash and bank deposits | 240 034 | 680 463 |
| Restricted cash | 3 260 | 1 811 |
| Total | 243 294 | 682 274 |
Restricted cash include cash deposited as security for employee tax withholdings.
Cash and cash equivalents per currency (Amount currency stated in NOK)
| 2021 | 2020 | |
|---|---|---|
| NOK | 242 970 | 682 186 |
| DKK | 50 | 53 |
| USD | 6 | 19 |
| EUR | 269 | 16 |
| Total | 243 294 | 682 274 |
| 243 294 |
Note 12 Trade and other payables
| 2021 | 2020 | |
|---|---|---|
| Accrued commissions | 26 692 | 46 699 |
| Intercompany liabilities | 775 | 1 383 |
| Other current liabilities | 102 097 | 115 473 |
| Total other current liabilities | 129 564 | 163 555 |
Other current liabilities by currency:
| 2021 | 2020 | |
|---|---|---|
| NOK | 109 372 | 162 172 |
| DKK | 18 003 | 1 383 |
| EUR | 1 860 | |
| USD | ||
| SEK | 294 | |
| GBP | રે રેણવાડી તેમ જ દૂધની ડેરી જેવી સવલતો પ્રાપ્ય થયેલી છે. આ ગામનાં લોકોનો મુખ્ય વ્યવસાય ખેતી, ખેતમજૂરી તેમ જ પશુપાલન છે. આ ગામમાં મુખ્યત્વે ખેત-ઉપયોગના મધ્યમાં આવેલું એક ગામન | |
| Total other current payables | 129 564 | 163 555 |
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Note 13 Leases
Below are the carrying amounts of right-of-use assets recognised and movements during the period. All items are office buildings.
| 2021 2020 |
||||
|---|---|---|---|---|
| Right of use assets | Property and plant |
Total | Property and plant |
Total |
| Balance at 01 January | 12 718 | 12 718 | 3 043 | 3 043 |
| Depreciations* | -2 439 | -2 439 | -1 662 | -1 662 |
| Additions | O | 0 | 11 212 | 11 212 |
| Adjustments | 5 805 | 5 805 | 124 204 | 124 204 |
| Of which liability adjustments | 5 805 | 5 805 | 124 | 124 |
| Balance at 31 December | 16 083 | 16 083 | 12 718 | 12 718 |
| Lease liabilities | 2021 | 2020 |
|---|---|---|
| Maturity analysis - contractual undiscounted cash flows | ||
| Less than one year | 4 002 | 2 678 |
| One to five years | 16 009 | 10 714 |
| More than five years | 667 | 3 125 |
| Total undiscounted lease liabilities at 31 December | 20 678 | 16 517 |
| Lease liabilities included in the statement of financial position at 31 December | 17 051 | 13 118 |
| Current | 2 776 | 1 707 |
| Non-current | 14 285 | 11 411 |
| Amounts recognised in profit or loss | 2021 | 2020 |
|---|---|---|
| Interest on lease liabilities | 1 138 | 879 |
| Depreciation of right-of-use assets | 2 439 | 1 814 |
| Gains (-) and losses (+) due to terminations, purchases, impairments, and other changes | ||
| Variable lease payments not included in the measurement of lease liabilities | ||
| Income from sub-leasing right-of-use assets | ||
| Expenses relating to short-term leases | ||
| Expenses relating to leases of low-value assets, excluding short-term leases of low-value | ||
| assets | ||
| Amounts recognised in the statement of cash flow | 2020 | |
|---|---|---|
| Total cash outflow for leases | 3 009 | 2 319 |
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QUANTAFUEL ASA - Notes to the parent company financial statements for 2021
(All amounts stated in tables in NOK thousands unless otherwise stated)
| Additional information / sensitivity analysis Options to extend not yet committed to, discounted liability effect Excluding options to extend committed to but not yet started, discounted liability effect Options to terminate not yet committed to, discounted liability effect Excluding options to terminate committed to but not yet occurred, discounted liability effect |
2021 | 2020 |
|---|---|---|
| Residual value guarantees not included in the measurement of lease liabilities Leases not yet commenced to which the lessee is committed |
||
| Effect on lease liabilities if the discount rate increases by 1 % | -351 | 370 |
| Effect on lease liabilities if the discount rate decreases by 1 % | 365 | 334 |
Other information
Estimated residual value guarantees included in the maturity analysis
Purchase options included in the maturity analysis The weighted average lessee's incremental borrowing rate applied to lease liabilities recognised in the statement of financial
position 8.48%
| Control of the discounted lease liability | 2021 | 2020 |
|---|---|---|
| Total undiscounted lease liabilities at 31 December | 20 678 | 16 517 |
| Lease liabilities included in the statement of financial position at 31 December | 17 051 | 13 118 |
| Difference | 3 627 | 3 399 |
| Control: remaining interest | 3 627 | 3 399 |
Note 14 Related party disclosures
Under an agreement with its fully owned subsidiary Quantafuel Skive Aps the Company has agreed to deliver a plant for the conversion of plastic waste into environmentally friendly fuels and chemicals at a fixed price of USD 12 million. The Company has granted the buyer a 0% interest seller's credit of USD 3.6 million repayable over 12 quarters following the first quarter after reaching full production of the plant. The repayment is estimated to commence in the second quarter of 2022.
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(All amounts stated in tables in NOK thousands unless otherwise stated)
Note 15 Commitments and contingencies
The Company has given a parent company guarantee in respect of the loans from Danmarks Grønne Investeringsfond to Quantafuel Skive ApS. In addition, the Company has guaranteed to cover operating deficits in Quantefuel Skive ApS until and including 2023.
Note 16 Contract liabilities
Contract liability relates to consideration received in advance of performance under revenue contracts with customers, here the Skive Plant. Revenue and relating cost is recognised as Quantafuel ASA fulfil its performance obligation under the contract.
As the contract revenue Is set at a fixed price, USD 12 million, the costs relating to the completion of the plant has been recognised when occurred through P&L. The revenue relating to the costs has been recognised as a percentage of total costs when they occur.
USD 3 million has been advanced, and the remaining USD 9 million will be settled at hand-over.
The amount of cost and revenue recognised in the period due to fulfilment of performance obligation is presented in the table below:
| 2021 | 2020 | |
|---|---|---|
| Changes in contract revenue related to performance obligations | ||
| Previously booked revenue | 101 871 | 104 101 |
| New revenue booked | ||
| Currency exchange | 1 691 | 2 279 |
| Total revenue contract | 103 562 | 101 872 |
| Performance revenue satisfied in the period | 10 470 | 13 565 |
| Performance revenue satisfied in previous periods | 90 027 | 76 462 |
| Total | 100 497 | 90 027 |
| Revenue yet to be booked | 3 066 | 11 845 |
| 2021 | 2020 | |
| Changes in contract liabilities related to performance obligations | ||
| Amounts included in contract liabilities at the beginning of the year | 545 296 | 434 275 |
| New contract liabilities - Extra loss for the period | 39 000 | 111 021 |
| Total cost of the plant | 584 296 | 545 296 |
| Performance obligations satisfied in the period | 85 105 | 162 920 |
| Performance obligations satisfied in previous periods | 481 894 | 318 974 |
| Total | 566 ਰੇਖੇ ਰ | 481 894 |
| Costs remaining for the Skive Plant | 17 297 | 63 402 |
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Note 17 Subsequent events
On 1 January 2022 the Skive plant was handed to operation and delivered to Quantafuel Skive Aps.
On 1 January 2022 an internal loan to Quantafuel Skive Aps, recognised in the statement of financial position as other receivables, was converted into equity. This amounts to NOK 99.4 million.
On 27 January 2022 Quantafuel ASA raised NOK 400,000,000 in a private placement through allocation of 16,000,000 new shares at a share price of NOK 25.00 per share. The total share capital of Quantafuel following the private placement is NOK 1,650,151.80 divided by 165,015,180 shares, each with a par value of NOK 0.01 .
On 28 January 2022 Thorleif Enger, Board member of Quantafuel ASA, purchased 20,000 shares through Thoeng AS.
On 28 January 2022 Lars Rosenløv Jensen, CEO of Quantafuel ASA, purchased 20,000 shares.
On 5 February 2022 the Skive plant in Denmark experienced a mechanical failure in the burner chamber of one of the production lines. As a safety precaution all production was closed down to allow for root cause to be identified and rectified. There were no personal injuries, neither any hazardous substances released to the environment. Danish authorities have been informed, but do not see a need for their participation.
On 1 March 2022 Thorleif Enger, Board member of Quantafuel ASA, purchased 30,000 shares through Thoeng AS.
On 4 March 2022 Lars Rosenløv Jensen, CEO of Quantafuel ASA, purchased 30,000 shares.
On 24 March 2022 new shares were registered in the Norwegian Register of Business Enterprise. Quantafuel issued 13,333 shares at NOK 0.01 per share. This capital increase was related to stock options being exercised. The shares were exercised at a subscription price of 14.90 per share.
The total share capital of Quantafuel is NOK 1,650,285.13 divided by 165,028,513 shares, each with a par value of NOK 0.01
On 28 March 2022 Quantafuel announced Proof of Concept for its Skive chemical recycling plant after more than seven days of continuous operation at a level corresponding to an annual capacity of 16,000 tonnes of plastic waste infeed.
On 28 March 2022 Terje Eiken, COO of Quantafuel ASA, purchased 10,000 shares.
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Quantafuel ASA
(Euronext Growth: QFUEL)
Org.no: 915 119 484
Address: Lilleakerveien 2c 0283 Oslo Norway
www.quantafuel.com
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RSM Norge AS
Ruseløkkveien 30, 0251 Oslo Pb 1312 Vika, 0112 Oslo Org.nr: 982 316 588 MVA
T +47 23 11 42 00 F +47 23 11 42 01
www.rsmnorge.no
To the General Meeting of Quantafuel ASA
Independent Auditor's Report
Opinion
We have audited the financial statements of Quantafuel ASA, which comprise:
- The financial statements of the parent company Quantafuel ASA (the Company) showing a profit of NOK 52 038 000, which comprise the balance sheet as at 31 December 2021, the income statement, statement of changes in equity and cash flow statement for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and
- The consolidated financial statements of Quantafuel ASA and its subsidiaries (the Group) showing a loss of NOK 3 883 000, which comprise the balance sheet as at 31 December 2021, the income statement, statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.
In our opinion:
- the financial statements comply with applicable statutory requirements,
- the financial statements give a true and fair view of the financial position of the Company as at 31 December 2021, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the EU, and
- the financial statements give a true and fair view of the financial position of the Group as at 31 December 2021, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the EU.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company and the Group as required by laws and regulations and the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Other Information
The Board of Directors and the Managing Director (management) are responsible for the information in the Board of Directors' report. The other information comprises information in the annual report, but does not include the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the information in the Board of Directors' report.
In connection with our audit of the financial statements, our responsibility is to read the Board of Directors' report. The purpose is to consider if there is material inconsistency between the Board of Directors' report and the financial statements or our knowledge obtained in the audit, or whether the Board of Directors' report otherwise appears to be materially misstated. We are required to report if there is a material misstatement in the Board of Directors' report. We have nothing to report in this regard.
Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors' report
THE POWER OF BEING UNDERSTOOD AUDIT | TAX | CONSULTING
RSM Norge AS is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.
- is consistent with the financial statements and
- contains the information required by applicable legal requirements.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation of financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the EU, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company's and the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
For further description of Auditor's Responsibilities for the Audit of the Financial Statements reference is made to https://revisorforeningen.no/revisjonsberetninger
Oslo, 27 April 2022 RSM Norge AS
Lars Løyning State Authorised Public Accountant (This document is signed electronically)
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