INTERIM RESULTS REPORT. For the six months period ended 30 June Regulated information Brussels August 31, CET

Transcription

1 INTERIM RESULTS REPORT For the six months period ended 30 June Regulated information Brussels August 31, CET

2 CONTENT 1. IFRS interim consolidated financial statements I. Consolidated statement of comprehensive income II. Consolidated statement of financial position III. Consolidated statement of cash flows IV. Consolidated statement of changes in equity V. Valuation rules 2. Interim management report I. Main events during the first six months of 2012 II. Financial performance over the first six months of 2012 (including explanatory notes) III. Important events after 30 June Outlook for the year Auditor s report on the interim financial information 5. Financial calendar Declaration by the responsible persons 7. About 4 Energy Invest 2

3 1. IFRS interim consolidated financial statements The Board of Directors approved on August 24 th Energy Invest s IFRS interim consolidated financial statements for the six months period ended 30 June The accounts have been submitted to a limited review by VGD Bedrijfsrevisoren. The financial reporting for the six months period ending June is in compliance with IAS 34 interim financial reporting. 3

4 I. Consolidated statement of comprehensive income 30 June June 2011 Sales 8,992 5,264 Increase in inventories of finished goods 20 0 Other operating income Revenues 9,669 5,290 Cost of sales -5,507-3,058 Personnel costs -1, Other operating expenses Operating cash flow (EBITDA) 2,244 1,004 Depreciation, amortisation and provisions -3,315-1,423 Impairment of property, plant and equipment -1,985 0 Operating result (EBIT) -3, Financial income Financial costs -1, Net financial costs -1, Result before tax -5, Income tax expense Result of the period -4, Result of the period (excl. impact IAS 39) -3, Result of the period (excl. impact IAS 39 & fair value w arrants) -3, Attributable to Equity holders of 4 Energy Invest -4, Minority interests 0 0 Weighted average number of shares 12,520,090 12,520,090 Weighted average number of w arrants issued (not in the money) (1) 660, ,011 Earnings/Share -0,35 0,01 Diluted earnings/share -0,35 0,01 (1) 239,998 of the 900,009 warrants issued have expired as their conditions to exercise can not materialize anymore 30 June June 2011 Result of the period -4, Other comprehensive income Income related to issued w arrants 7 43 Income tax relating to components of other comprehensive income 0 0 Other comprehensive income for the period, net of tax 7 43 Total comprehensive income for the period -4,

5 II. Consolidated statement of financial position 30 june Dec Non current assets 81,743 83,086 Intangible fixed assets Land and buildings 4,662 4,847 Installations, machinery and equipment 69,186 59,766 Furniture and vehicles Leasing and similar rights Other tangible assets Assets under construction and development 0 10,679 Goodw ill 0 0 Deferred tax assets 7,315 6,697 Other non current assets Current assets 7,445 6,217 Inventories 1,232 1,014 Trade receivables 2,497 3,394 Other receivables 825 1,099 Cash and cash equivalents 2, Total assets 89,188 89,303 Equity 18,132 22,509 Share capital 6,387 6,387 Share premium 18,104 18,104 Retained earnings -6,359-1,982 Equity attributable to equity holders 18,132 22,509 Minority interests 0 0 Non current liabilities 53,244 54,333 Interest bearing loans and borrow ings 53,244 54,333 Deferred tax liability 0 0 Current liabilities 17,812 12,462 Interest bearing loans and borrow ings 10,742 5,718 Trade payables 3,538 3,563 Other payables 3,533 3,181 Total equity and liabilities 89,188 89,303 5

6 III. Consolidated statement of cash flows 30 June Dec June Dec Cash flow from operating activities Net profit (loss) after taxes -4, Adjustment for non-cash or non operating items Deferred taxes Depreciation, amortization and provisions 3,315 1,423 Share options 7 43 Impairment of property, plant and equipment 1,985 0 Unrealised loss (gain) on financial instruments Financial result 1, Cash flow from operating activities before changes in working capital and provisions 2,251 1,047 Decrease/(Increase) in other long term receivables Decrease/(Increase) in inventories Decrease/(Increase) in trade receivables Decrease/(Increase) in other receivables (Decrease)/Increase in trade payables (Decrease)/Increase in other payables Net cash from operating activities 3,302 1,870 Cash flow from investing activities Net investment in property, plant and equipment -3,589-10,816 Net cash from investing activities -3,589-10,816 Cash flow from financing activities Net proceeds from the issue of share capital 0 0 Net proceeds from loans 3,935 10,509 Interest income 10 2 Interest cost -1, Net cash from financing activities 2,467 10,003 Net increase/(decrease) in cash and cash equivalents 2,180 1,057 Net cash and cash equivalents at January 1st 710 1,019 Net cash and cash equivalents at June 30th 2,890 2,076 6

7 IV. Consolidated statement of changes in equity 30 June 2012 vs 30 June 2011 vs 31 Dec Dec Capital At the beginning of the period 24,491 24,491 Share capital increase 0 0 Share capital decrease 0 0 Costs attributable to capital 0 0 Deferred taxes 0 0 At the end of the period 24,491 24,491 Retained earnings At the beginning of the period -1,982 2,182 Profit (loss) of the year -4, Equity related to share options 7 43 At the end of the period -6,359 2,351 Total equity attributable to equity holders 18,132 26,842 Minority interest At the beginning of the period 0 0 Increase in minority interest in subsidiaries 0 0 Profit (loss) of the year 0 0 Buy out minority shareholders 0 0 At the end of the period 0 0 Total equity 18,132 26,842 7

8 V. Valuation rules The interim financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Board (IASB), as adopted by the European Union. The accounting policies are consistent with those applied in the annual consolidated financial statements ended 31 December 2011, as described in the annual report of the company that was published on April 24 th

9 2. Interim management report The interim management report should be read in conjunction with 4Energy Invest s interim consolidated financial statements ended 30 June I. Main events during the first six months of 2012 The operational performance of the Amel cogeneration facilities was slightly below the operational performance of the similar period last year, mainly driven by less favorable weather conditions (higher humidity levels of the biomass). The financial performance over the first six months was also negatively impacted by significantly lower electricity prices (-12%) compared to similar period last year. The scheduled major overhaul of Amel II was executed as planned and within budget. 4Energy Invest has taken over the Cogeneration project in Ham from its EPC-contractor MWP end of April Energy Invest has at that date taken over the responsibility for the operation and the maintenance of the plant. The operational performance of this cogeneration facility has been steadily improved since take-over end of April. The financial performance over the first six months was negatively impacted by significant start-up costs and temporary outages that were needed to finalize the construction of the plant. ING Belgium and KBC Bank approved in March 2012 a 9 month working capital facility for 4HamCogen for 2.8 million. The facility was (as agreed) reduced to 1.0 million early July 2012 when the green certificates for the produced green energy in Ham over the period August 2011 March 2012 were effectively cashed. 4Energy Invest used the Amel III installation to produce dried wood chips and white wood pellets, however with no positive EBITDA contribution. KBC Bank agreed to postpone the start of redemption of the outstanding long term credit facility of Amel III till 30 September 2012 considering that the outcome of the search process for a strategic partner for Bio-Coal should be known during summer. 9

10 II. Financial performance over the first six months of 2012 (including explanatory notes) The consolidated statement of comprehensive income and the consolidated statement of financial position reflect the following status of the different investment projects pursued by 4 Energy Invest In commercial operation - Amel I cogeneration project ( Amel I ): in commercial operation since November 2007 (operated within the affiliates Renogen/Amel Bio); - Amel II cogeneration project ( Amel II ): in commercial operation since May 2008 (operated within the affiliates Renogen/Amel Bio); - Amel III pellets production project ( Amel III ): the project has been considered in commercial operation since January 1 st 2012 for the production of dried wood chips and white wood pellets (operated within the affiliates Renogen/Amel Bio); - Ham-Cogeneration project ( Ham ): the project has been considered in pre-commercial operation as from November 2011, despite the fact that the project has only been taken over from the EPC-contractor at the end of April 2012 (operated within the affiliates 4HamCogen/Amel Bio) after completion of pending works and fine-tuning of the facility; For a detailed description of the different investment projects, we also refer to our website ( or to our annual report The consolidated statement of comprehensive income and the consolidated statement of financial position reflect the group structure as presented in our annual report

11 Consolidated statement of comprehensive income for the six months period ended 30 June June June 2011 Sales 8,992 5,264 Increase in inventories of finished goods 20 0 Other operating income Revenues 9,669 5,290 Cost of sales -5,507-3,058 Personnel costs -1, Other operating expenses Operating cash flow (EBITDA) 2,244 1,004 Depreciation, amortisation and provisions -3,315-1,423 Impairment of property, plant and equipment -1,985 0 Operating result (EBIT) -3, Financial income Financial costs -1, Net financial costs -1, Result before tax -5, Income tax expense Result of the period -4, Result of the period (excl. impact IAS 39) -3, Result of the period (excl. impact IAS 39 & fair value w arrants) -3, Attributable to Equity holders of 4 Energy Invest -4, Minority interests 0 0 Weighted average number of shares 12,520,090 12,520,090 Weighted average number of w arrants issued (not in the money) (1) 660, ,011 Earnings/Share -0,35 0,01 Diluted earnings/share -0,35 0,01 (1) 239,998 of the 900,009 warrants issued have expired as their conditions to exercise can not materialize anymore The sales for 8.99 million during the first six months of 2012 are 71% above the sales of the first six months of The growth in sales results from the start of the Ham cogeneration project and the use of the Amel III facility to produce dried wood chips and white wood pellets, both projects that were not yet in commercial operation in the comparable period last year. The sales are mainly composed by the sale of green energy ( 6.7 million compared to 3.9 million in 2011), the sale of energy ( 2.0 million compared to 1.3 million in 2011) and the sale of white wood pellets and dried wood chips out of the operation of Amel III ( 0.23 million compared to 0.0 million in 2011). The other operating income mainly results from liquidated damages paid by the EPC contractor in the framework of the Ham cogeneration project for 0.18 million, from insurance proceeds paid by the insurance companies in the framework of Amel III for 0.18 million and from the fact that 11

12 executive management waived its right to its variable remuneration over the years 2009 and 2010 for 0.26 million as no strategic partnership for Bio-Coal has been structured. The cost of sales during the first six months of 2012 amounted to 5.5 million ( 3.0 million in 2011) and consisted of purchases of biomass for 3.7 million ( 1.85 million in 2011), operating and maintenance expenses for 0.7 million ( 0.8 million in 2011), the cost of the distribution injection tariffs for 0.1 million ( 0.1 million in 2011) and other expenses for 1.00 million ( 0.25 million in 2011). The disproportional increase in other expenses results from significant start-up costs in Ham and other non recurrent expenses related to the fact that certain parts of the installation in Ham were not yet in operation. The personnel costs more than doubled compared to similar period last year and result from inflation and the work-force that was needed to operate the Ham cogeneration facility and the Amel III facility. The other operating expenses were stable at 0.8 million despite the fact that the Ham cogeneration facility and the Amel III facility were taken into commercial operation. This amount will further decrease going forward as the management structure is further streamlined. No other operating expenses have been activated over The resulting EBITDA margin for the first six months of 2012 amounted to 2.24 million (23.2% of revenues). The EBITDA margin should steadily improve when the capacity factor of the Ham cogeneration facility is improved and when the Amel III facility is used at higher capacity. The property, plant and equipment of Amel I, Amel II, Amel III and Ham have been depreciated for 3.3 million compared to 1.4 million in the similar period of last year. All assets are now considered being in operation. Amel III has been further impaired for 1.98 million as to reflect the decision to stop with the Bio-Coal activities and the resulting reduced asset value as Amel III will only be used for drying wood chips and/or making white wood pellets. The resulting EBIT margin equals -3.0 million as (i) both Ham and Amel III were depreciated but operated in start-up phase and were as such used under their design capacity and (ii) a further impairment was taken on the asset value of Amel III. The net financial costs of 1.95 million reflect the interest expenses on the credit facilities used for Amel I, Amel II, Amel III and Ham and the change in mark-to-market value at 30 June 2012 of the interest rate swaps that have been structured for the credit facilities of Amel I, Amel II, Amel III and the Cogeneration project in Ham. Evolution in mark-to-market value at 30 June 2012 accounted for 0.48 million in the total net financial costs ( -0.2 million in comparable period last year). The result before tax amounted to million. The income tax of 0.6 million comprises deferred tax assets and mainly relates to tax-losses carried forward and the tax impact of investment deduction and notional interest deduction on the Ham cogeneration project. The net profit for the period equals million. 12

13 Consolidated statement of financial position at 30 June june Dec Non current assets 81,743 83,086 Intangible fixed assets Land and buildings 4,662 4,847 Installations, machinery and equipment 69,186 59,766 Furniture and vehicles Leasing and similar rights Other tangible assets Assets under construction and development 0 10,679 Goodw ill 0 0 Deferred tax assets 7,315 6,697 Other non current assets Current assets 7,445 6,217 Inventories 1,232 1,014 Trade receivables 2,497 3,394 Other receivables 825 1,099 Cash and cash equivalents 2, Total assets 89,188 89,303 Equity 18,132 22,509 Share capital 6,387 6,387 Share premium 18,104 18,104 Retained earnings -6,359-1,982 Equity attributable to equity holders 18,132 22,509 Minority interests 0 0 Non current liabilities 53,244 54,333 Interest bearing loans and borrow ings 53,244 54,333 Deferred tax liability 0 0 Current liabilities 17,812 12,462 Interest bearing loans and borrow ings 10,742 5,718 Trade payables 3,538 3,563 Other payables 3,533 3,181 Total equity and liabilities 89,188 89,303 The net decrease in property, plant and equipment results from the fact that the depreciation on assets in operation (Amel I, II, III and Ham) and the further impairment on Amel III outweighed the investments implemented during the first six months of 2012 as to finalize the construction of the Ham cogeneration project. No other projects are under development or construction at the date of 30/06/2012. The increase in net cash and cash equivalents by 2.2 million reflects the outcome of the following major cash (flow) movements over the first six months of 2012; - Positive net cash contribution from operating activities for 3.3 million; - Net investment in property, plant and equipment for million; - Net proceeds from loans and credit facilities for +3.9 million; 13

14 - Net interest cost of million; The net cash and cash equivalents position does not take into account unused credit facilities at the level of the affiliates Renogen/Amel Bio that are available going forward ( 0.9 million). 4HamCogen used its cash position at 30/06/2012 to reduce its working capital facility from 2.25 million to 1.0 million Euro in the beginning of July 2012 as agreed with the banks consortium. The positive net cash contribution from operating activities is composed of (i) the cash flow from operating activities before changes in working capital and provisions for 2.2 million and (ii) a decrease of 1.1 million in working capital needs. The equity attributable to the equity holders of 4Energy Invest decreased to 18.1 million in line with the net loss of the period. The interest bearing loans and borrowings increased with 3.9 million to 64.0 million and reflect the following changes in the amounts outstanding under the different credit facilities of 4Energy Invest; 30 June December 2011 Amel Bio leasing facilities (Amel I and Amel II) Renogen bank facilities Amel I 10,723 11,437 Renogen bank facility Amel II 8,015 8,550 Renogen bank/lease facilities Amel III 9,577 9,617 4Ham Cogen facility ING-KBC 26,082 23,985 4Ham Cogen facility LRM 5,500 4,661 Renogen straight loan Amel Bio straight loan Ham Cogen straight loan 2,250 0 Accrued interest expenses Total 63,986 60,050 4HamCogen finalized the construction of the cogeneration project in Ham and used 100% of the available construction debt facilities as agreed with ING/KBC and LRM. Repayments under the credit facilities structured for the assets Amel I and Amel II + leasing Amel Bio equaled 1.3 million over the first 6 months of 2012, in line with the renegotiated debt redemption schedules with KBC Bank. The current portion of interest bearing loans and borrowings for 10.7 million reflects - the scheduled repayments under the long term credit facilities structured with KBC and ING for Amel I, II, III and Ham for a total amount of 6.1 million over the coming 12 months; - the scheduled repayment under the subordinated debt facility structured with LRM for 1.1 million over the coming 12 months; - the use of short term straight loans for 3.5 million of which 2.25 million mature within the next 12 months period; 14

15 Segment reporting Cogeneration Pellets Non segment related Total consolidated Total revenues 8, ,669 Cost of sales -5, ,507 Other operating expenses Personnel costs ,091 Depreciation and amortization -2, ,315 Impairment of assets 0-1, ,985 Net financial costs -1, ,946 Income tax expense Result of the period -2,318-2, ,384 Cogeneration Pellets Non segment related Total consolidated Revenues from external customers 8, ,650 Change in inventories of finished goods Intersegment revenues Interest revenues Interest expenses -1, ,955 Depreciation and amortisation -2, ,315 Impairment of assets 0-1, ,985 Reportable segment profit -2,318-2, ,384 Reportable segment assets 72,141 9,611 7,437 89,188 Reportable segment capital expenditures -3, ,589 Reportable segment liabilities 60,781 9, ,056 Transactions with related parties 30 June June 2011 Executive directors Enerpro SPRL Nico Terry BVBA Enermoza BVBA Management fees/costs paid by the Group Trade & other payables by the Group Management fees/costs paid by the Group Trade & other payables by the Group Management fees/costs paid by the Group 8 11 Trade & other payables by the Group 4 3 III. Important events after 30 June Energy Invest decided to focus on the restructuring of its credit facilities and streamlined its management structure accordingly As discussions on a strategic partnership for Bio-Coal did not materialize as expected, 4Energy Invest decided to focus its management attention on running its facilities in operation in Amel (Amel I, II & III) and Ham and on restructuring the existing credit facilities at the different legal entities of the group. 4Energy Invest has as a result further streamlined its organization, whereby Continuous Insight2Impact BVBA, represented by Filip Lesaffer, will temporarily take up the role of Executive Chairman and Jean-Francois Meys BVBA, represented by Jean-Francois Meys will take the lead of the operations of the group. Enerpro BVBA, represented by Yves Crits, is no longer in charge of the 15

16 daily management of the group. Discussions with KBC, ING and LRM as to restructure the existing credit facilities of the different entities of the Group have been initiated. Gerd Smeets, the representative of KBC Private Equity NV, has resigned from the Board of Directors. EON Benelux and 4HamCogen disagree on the interpretation of the respective contractual rights and obligations as included in the off-take contract for electricity and green certificates for the Ham cogeneration project EON Benelux has notified 4HamCogen that it is in default with its contractual rights and obligations as described in the off-take contract for electricity and green certificates for the Ham cogeneration project. 4HamCogen firmly denies this alleged claim by EON Benelux and is convinced that 4HamCogen is fully respecting its contractual rights and obligations as described in the off-take contract for electricity and green certificates for the Ham cogeneration project. 3. Outlook for the year Energy Invest s results for the second half of the year 2012 are expected to be influenced by the following factors Amel I and Amel II have no further major planned maintenance for the second half of 2012; The use of Amel III for the production of dried wood chips and white wood pellets should start contributing to EBITDA as from quarter and a gradual ramp-up of the production capacity of the facility can be expected going forward as additional production capacity is under contracting; The operational performance of the Ham cogeneration project should further improve and the cost structure should stabilize at a lower level, as such improving the contribution to EBITDA as from quarter ; 4Energy Invest continues its discussions with the VREG as to agree on the cogeneration algorithm for the Ham cogeneration project. Heat off-take and the sale of related cogeneration certificates (WKK) are critical for the economics of the Ham cogeneration project going forward and will be necessary to absorb depressed electricity prices and a higher operating cost base. Electricity prices projected in the wholesale market for the second half of the year are higher than comparable period last year. Electricity spot market prices have a direct impact on the bottom line of the cogeneration activities in both Amel and Ham going forward; 16

17 The increased use of Amel III should further increase the industrial heat consumption in Amel and thus increase the qualitative character of the cogeneration units in Amel with resulting increase in production of green certificates; 4Energy Invest confirms that it needs a further restructuring of its existing credit facilities at both Renogen and 4HamCogen level in order to be able to fulfill the company s financial obligations over 2012 and the years beyond. 17

18 4. Auditor s report on the interim financial information REPORT OF THE STATUTORY AUDITOR TO THE SHAREHOLDERS OF 4 ENERGY INVEST NV ON THE REVIEW OF THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2012 AND FOR THE SIX MONTHS THEN ENDED Introduction We have reviewed of the accompanying condensed interim consolidated balance sheet of 4Energy Invest NV ( the company ) and its subsidiaries for the six-month period ended 30 June 2012, and the related condensed consolidated statement of income, consolidated statement of changes in equity and consolidated cash flows. The total of the consolidated statement of financial position as at June 30, 2012 amounts to and the consolidated statement of comprehensive income then ended shows a loss of the period of The Board of Directors of the company is responsible for the preparation and the presentation of the interim financial information in accordance with the recognition and measurement criteria of IFRS as adopted by the European Union. Our responsibility is to express a conclusion on this interim financial information based on our review. Scope of review We conducted our review in accordance with International Standard on Review Engagements 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity, and the recommendation of the Institut des réviseur d entreprises / Instituut der Bedrijfsrevisoren applicable to review engagements. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the International Standards on Auditing and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Basis for qualified conclusion As described in the interim results report, 4Energy Invest has to obtain a further restructuring of its existing credit facilities at both Renogen and 4HamCogen level in order to be able to fulfill the company s financial obligations over 2012 and the years beyond. The outcome of the discussions with the different credit institutions is currently uncertain. If no satisfactory restructuring of the existing credit facilities will be obtained, the going concern of the company can no longer be guaranteed. This uncertainty significantly affects the relevance of the financial statements included in this interim results report as no impairment or adjustments have been made in order to reflect a possible discontinuity of the company. Qualified Conclusion Based on our review, we confirm that subject to the above mentioned paragraph, nothing has come to our attention that causes us to believe that the accompanying interim consolidated financial statements are not prepared in all material respects, in accordance with IAS 34, as adopted for use in the European Union. Zele, August 29th

19 VGD Bedrijfsrevisoren CVBA Statutory auditor Represented by Jurgen Lelie 19

20 5. Financial calendar Publication of third quarter results 2012: 5 November 2012 Publication of annual results 2012: 29 March 2013 Publication of the Annual Report 2012: 23 April 2013 Publication of first quarter results 2013: 3 May 2013 Annual General Meeting of Shareholders: 23 May 2013 Publication of half-year results 2013: 30 August 2013 Publication of third quarter results 2013: 8 November

21 6. Declaration by the responsible persons The Board of Directors of 4Energy Invest, represented by Continuous Insight2Impact BVBA in its capacity of Executive Chairman and Nico Terry BVBA in its capacity of Director, certifies in the name and on behalf of 4Energy Invest, that to the best of its knowledge; - The interim consolidated financial statements as at 30 June 2012 were drawn up in accordance with IFRS and give a true and fair view of the assets, financial position and results of 4Energy Invest and its consolidated companies; - The interim management report contains an accurate overview of the important events and principal transactions between the related parties occurred during the first six months of the year and their impact on the interim consolidated financial statements, as well as a description of the main risks and uncertainties for the remaining months of the year; 21

22 7. About 4 Energy Invest 4Energy Invest is a Belgian based renewable energy company that aims at creating and managing a portfolio of small to midsized locally embedded projects that valorize biomass, directly or indirectly, into energy. 4Energy Invest identifies potential biomass projects, performs a feasibility study and eventually takes responsibility for developing, financing, constructing and operating the project, in close cooperation with carefully selected suppliers and partners. 4Energy Invest (through its fully owned subsidiary Renogen) has two cogeneration projects, located in Amel (Wallonia, Belgium), that are fully operational. 4Energy Invest (through its fully owned subsidiary Renogen) has taken into commercial operation a large scale pellets production facility to produce dried wood chips and white wood pellets in Amel (Wallonia, Belgium). 4Energy Invest (through its fully owned subsidiary 4HamCogen) has taken into commercial operation a 9.5 MW biomass fired cogeneration unit in Ham (Flanders, Belgium). 4Energy Invest is listed on Euronext Brussels under symbol ENIN. For more information, please contact: Filip Lesaffer, Executive Chairman Tel: