Leaf Resources
Written by
Leaf Resources |
Claeris JV to accelerate Glycell commercialisation |
Claeris JV announcement |
Alternative energy |
20 July 2016 |
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Leaf Resources is a research client of Edison Investment Research Limited |
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Leaf Resources (LER) has entered into agreements with US-based Claeris, LLC to establish a JV entity, Leaf Development, to develop up to five renewable chemical projects using LER’s proprietary Glycell process. Claeris provides connections to a global network of organisations and professionals involved in the development of renewable chemical projects.
Year |
Revenue (A$m) |
PBT* |
EPS* |
DPS |
P/E |
Yield |
06/14 |
0.0 |
(1.6) |
(2.4) |
0.0 |
N/A |
N/A |
06/15 |
0.0 |
(2.2) |
(1.6) |
0.0 |
N/A |
N/A |
06/16e |
0.1 |
(2.8) |
(1.7) |
0.0 |
N/A |
N/A |
06/17e |
0.2 |
(2.7) |
(1.2) |
0.0 |
N/A |
N/A |
Note: *PBT and EPS are normalised, excluding amortisation of acquired intangibles, exceptional items and share-based payments.
Enhanced ability to negotiate transactions
LER has proactively been seeking opportunities to commercialise its Glycell technology. Glycell breaks down biomass to cellulosic sugars, a feedstock for bio-chemicals, at a significantly lower cost than traditional processes. It has entered into binding agreements with Claeris, LLC of Dallas, Texas, US to establish a joint venture (JV) entity, Leaf Development, LLC. Claeris will also invest US$500,000 in LER. Leaf Development will develop up to five renewable chemical projects using the Glycell process. Claeris and LER will employ the develop, license and own (DLO) model, which leads to development and licence-related revenues and equity in each operating project. Under this ownership and structure, LER anticipates a greater ability to negotiate transactions and achieve favourable commercial terms.
Claeris – experienced project developer
Claeris has a proven track record of developing successful, large-scale renewable production facilities. It has partnered with global companies to develop and operate state of the art facilities. It aims to be innovative and best in class and develop, implement and manage proprietary strategic initiatives. Its managing partners have over 80 years of development, capital markets and operational expertise. Claeris has stated that it has “not seen anything quite as revolutionary and potentially profitable as LER’s Glycell process.” It believes it is “the best process on which to base a platform company of renewable chemical projects.”
Valuation: Value creation for a low capital outlay
We have valued a project that converts a low-cost biomass source to a standard chemical with mainstream applications. Using the NPV10 approach, we assume a 100,000 bone dry tonnes per annum biomass project that incorporates the Glycell process. At a ‘typical’ renewable chemical price of US$1,500/t at free carried interests of 5%, 10%, 15% and 20%, LER’s corresponding interests would be valued at A$0.12, A$0.25, A$0.37 and A$0.50/share for a single project. Under the JV with Claeris, the indicative value of LER’s corresponding interests in the five proposed operating projects would be A$112m, A$224m, A$336m and A$448m.
Glycell process
LER has developed and owns the ‘game changing’ Glycell process. Carbon feedstocks for production of biochemicals are produced by breaking down lignocellulosic biomass to cellulosic sugars. The sugars are then used as a feedstock for bio-based chemicals. Traditional methods have generally not been cost competitive with petroleum based chemicals.
The Glycell process breaks down the biomass to cellulosic sugars at a substantially lower cost than existing processes (such as high pressure acid) with many productivity related, technical and revenue enhancement benefits. In the Glycell process, recyclable glycerol is used as a reagent.
The process is competitive against petroleum based alternatives because of its lower operating costs, high cellulose recoveries and the production of ‘clean’ sugars. Moreover, this process operates on virtually all biomass, and projects based on low cost or zero cost biomass, such as agricultural waste, can be financially very attractive.
Commercialisation of Glycell technology – a proactive approach
Notwithstanding the technical and financial attractions of the Glycell process, many incumbent producers are already invested in older technology. LER has therefore been proactive in seeking opportunities for its Glycell process, particularly potential projects with ‘advantaged’ biomass where biomass is readily available at low or zero cost.
Companies with process based technological advances often achieve income streams through licence fees and royalty payments when the technology is commercialised. However, the technology developer does not achieve any economic interest in the facility, with most of the financial benefit passing to the project operator.
Having developed a globally significant process for the production of renewable chemicals, LER has focused on leveraging its Glycell technology towards earning free carried interests in projects that use it, in addition to licence fee income, to obtain a more favourable return for its technology.
Agreement with Claeris, LLC
LER has entered into binding agreements with US-based project developer Claeris Inc. of Dallas, Texas USA to establish a JV entity, Leaf Development, LLC. The structure of the agreements incentivises Claeris to develop a financially attractive platform company of renewable production facilities.
LER has outsourced new project development to Claeris, which has a proven track record of developing successful large-scale renewable chemical projects.
■
LER will provide a licence for its Glycell process and technical expertise. The agreements will be subject to performance hurdles for both Claeris and LER and allow for LER to own up to 75% of Leaf Development.
■
Leaf Development will develop up to five renewable chemical projects utilising LER’s Glycell process.
■
Leaf Development is to employ the develop, license and own (DLO) model. Both Claeris and LER believe this is the optimal model for the deployment of technology in the renewable chemicals industry.
■
The DLO model derives development profits and equity ownership in operating facilities as well as licence fees and royalty payments. It captures a proportion of the entire economic uplift associated with the technology employed.
■
The DLO model to be used results in the sharing of all development and licence-related revenues, as well as founders’ equity in each of the operating projects.
Existing JVs and MOUs
LER has existing JVs and MOUs with Monaghan Mushrooms, ZeaChem and projects related to rice husks:
■
These are excluded from the Claeris arrangement.
■
LER will continue to develop these pre-existing partnerships.
Project development and management
Claeris will manage Leaf Development and be responsible for all aspects of project development, including:
■
sourcing of project sites;
■
arrangements for feedstock supply;
■
offtake arrangements for products;
■
regulatory permitting;
■
engineering, procurement and construction tenders (EPC) and award;
■
project capital and funding; and
■
overall project and delivery management.
Funding of projects
LER believes the capital required to support Leaf Development is very much in line with what LER would need to complete engineering packages and feasibility studies for an equivalent licence only transaction.
■
LER will provide ongoing funding for Leaf Development in return for increased equity ownership.
■
Initial funding of US$750,000 will be met from LER’s internal resources. A further US$1m is due on 31 October 2016 provided specified milestones are achieved.
■
Funding will be used by Leaf Development for permitting, engineering, consulting fees and other costs relating to the development of commercial-scale projects.
■
Each project will be externally financed as a standalone operation. As projects are brought to construction, the funded development costs incurred by Leaf Development are expected to be recaptured through permanent project funding.
■
As projects are successfully indentified and advanced, further capital contributions will be required to fund costs, which are mainly associated with engineering design and feasibility studies.
■
Claeris will also invest US$500,000 (A$667,450) in LER at an issue price of A$0.125 per share and will also be issued with approximately 1,560,000 options in LER (equivalent to 1% of the number of ordinary shares on issue) at an exercise price of A$0.1375. The options have a five-year term, with one-third vesting each year after issue.
In earlier studies, LER had considered that the optimal scale of a Glycell facility was of the order of 210,000 bone dry tonnes per annum. While the scale of the first facility has not been finalised, consideration is now being given to a facility with a feedstock capacity of 100,000 bone dry tonnes per annum. This scale makes economic and technical sense and may be more suitable for a wider range of project opportunities.
Considerations driving LER’s JV with Claeris
After a broad search of the opportunities available globally, LER recognised, as a small Australian company, that it was hard to achieve the desired progress and momentum in securing global scale projects with large US partners on its own. Working with an established industry participant like Claeris provides LER with connections to a large network of organisations and professionals in the renewable sector and potential advantages such as:
■
Reduced transaction execution risk – Claeris has already got a strong track record of sourcing funding and building large-scale commercial renewable projects:
•
Provides added credibility to LER’s technology.
•
Assists LER through the sourcing, partnering, financing and EPC stages of a renewable chemical project.
■
Accelerated speed of development – Expectation of being able to arrange for the development of projects and negotiations with partners more quickly.
•
As part of LER’s due diligence, LER has received positive responses from high-level preliminary discussions with potential project participants.
■
Leveraging Claeris’ industry reputation and expertise – LER believes it will achieve more favourable commercial terms because of the depth of Claeris’ experience in developing commercially viable, well-executed renewable production facilities.
■
Opportunity scope – The JV agreement expands the scope of potential Glycell projects outside the traditional project type and region:
•
Opportunities across a variety of biomass sources in a number of jurisdictions.
•
Specific development opportunities such as empty fruit bunch (EFB) in Asia and hard woods in the US.
Valuations
We have modelled a ‘typical’ project that converts a low-cost source of biomass to a standard chemical with mainstream applications. Glycell produces the cellulosic sugars from the biomass.
Compared to our valuations in our June 2016 note, we are now modelling a plant size of 100,000 bone dry tonnes per annum compared with 210,000 bone dry tonnes per annum. This is line with the current project proposals of Leaf Development.
The valuation of a single project is now lower because of the c 48% reduction in capacity, but similar on a valuation/tonne of capacity basis. The lower A$/share valuation also reflects recent and assumed future equity raisings. The capital cost per unit of output is now higher because of the lower production scale. We have also increased the modelled project life from 15 years to 20 years in line with comparable plants. The reduction in the market price of refined glycerol has limited impact on the valuation because the cost of purchased crude glycerol has also fallen. The valuation is relatively insensitive to the small increase in the C5 sugar price, which reflects market volatility.
Key assumptions from our model include:
■
Biomass: cost US$70 per bone dry tonne, processed through a plant with a capacity of 100,000 bone dry tonnes (BDMT), which is the scale likely to be favoured by Leaf Development because it works well both economically and technically.
■
Sales prices: standard renewable chemical US$1,500/t, pentose (C5) sugars US$287/t.
■
Co-products: lignin price US$450/t, 99.7% pure glycerol US$400/t.
■
Capital cost: US$150m.
■
Parameters: discount factor 10%, tax rate 30%, project life 20 years, 100% of project
In Exhibit 1, we tabulate a range of indicative valuations for LER for a free carried interest in an individual project. We vary the renewable chemical price from US$1,200/t to US$1,800/t and the free carried interest from 5% to 20%.
The free carried interest will be a combination of Leaf Development’s free carried interest in the project (expected to be up to 30%) and LER’s interest in Leaf Development (up to 75%).
For the purpose of our valuation per share range, we use issued shares of 180.6m after allowing for a placement of LER shares to Claeris and an assumed equity raising, which will assist with LER’s funding commitments for Leaf Development. This compares with current issued shares of 142.7m.
These valuations do not include the potential value of LER’s existing JVs and MOUs with Monaghan Mushrooms, ZeaChem and projects related to rice husks.
Exhibit 1: Indicative valuations for a free carried interest in a single renewable chemical project
Renewable chemical price (US$/t) |
1,200.0 |
1,500.0 |
1,800.0 |
|
NPV10 (US$m) |
264.0 |
336.2 |
408.2 |
|
NPV10 (A$m) |
352.0 |
448.3 |
544.3 |
|
LER interest (A$m) |
||||
Free carry @ 5% |
17.6 |
22.4 |
27.2 |
|
10% |
35.2 |
44.8 |
54.4 |
|
15% |
52.8 |
67.2 |
81.6 |
|
20% |
70.4 |
89.7 |
108.9 |
|
LER interest (A$/share) |
||||
Free carry @ 5% |
0.10 |
0.12 |
0.15 |
|
10% |
0.19 |
0.25 |
0.30 |
|
15% |
0.29 |
0.37 |
0.45 |
|
20% |
0.39 |
0.50 |
0.60 |
|
Shares (m) |
180.6 |
A$/US$ |
0.75 |
|
Source: Edison Investment Research
The JV arrangement with Claeris was formed to develop up to five renewable chemical projects using Glycell technology. In Exhibit 2, we provide indicative valuations (A$m) for up to five projects over a range of free carry interests.
Exhibit 2: Assessment of valuation ranges (A$m) for different project numbers and free carry interests
No of projects |
1 |
2 |
3 |
4 |
5 |
Free carry @ 5% |
22.4 |
44.8 |
67.2 |
89.7 |
112.1 |
10% |
44.8 |
89.7 |
134.5 |
179.3 |
224.1 |
15% |
67.2 |
134.5 |
201.7 |
269.0 |
336.2 |
20% |
89.7 |
179.3 |
269.0 |
358.6 |
448.3 |
A$/US$ |
0.75 |
Source: Edison Investment Research
Financials
LER is actively involved in discussions with a broad range of organisations in many countries with the objective of establishing commercial applications for the company’s Glycell technology. The agreement with Claeris aims to accelerate the speed of project development.
Earnings
LER has no current source of earnings. LER’s agreements with Claeris and its existing JVs and MOUs have the objective of commercialising LER’s Glycell technology and generating earnings in negotiated free carry interests in projects and through licence and access fees.
Cash flow
A placement and options conversion on 6 June 2016 raised A$947,000. In addition to the funds raised from the placement, LER is expecting to receive a total of A$650,000 from JV research fees, the Export Market Development Grant programme and the R&D Tax Rebate in the near future.
Claeris has also stated that it intends to invest US$500,000 in LER at an issue price of A$0.125.
For the purpose of our model, we had previously assumed an equity raise of approximately A$2.3m at a notional price of A$0.12/share in the 2016/17 year. We now assume an equity raise of approximately A$3.5m at the same notional share price of A$0.12. This will cover the US$1m funding for Leaf Development.
The current number of issued shares is 142.7m shares. For the purposes of our model, we assume there are issued shares of 180.6m shares after the placement to Claeris and the assumed A$3.5m equity raising. For FY17e, the consequent weighted average number of shares would be approximately 170.7m.
Given LER’s goal to accelerate the commercialisation of its Glycell technology, the company may raise more equity funds during 2016/17.
Balance sheet
At 31 March 2016, LER had cash of A$0.79m and no debt. LER subsequently raised A$947,000 on 6 June 2016 through a placement and options conversion.
Exhibit 3: Financial summary
A$000s |
2013 |
2014 |
2015 |
2016e |
2017e |
||
Year end 30 June |
IFRS |
IFRS |
IFRS |
IFRS |
IFRS |
||
PROFIT & LOSS |
|||||||
Revenue |
|
|
718 |
1 |
11 |
130 |
155 |
Cost of sales |
(1,316) |
(1,478) |
(1,871) |
(2,608) |
(2,550) |
||
Gross profit |
(598) |
(1,477) |
(1,860) |
(2,478) |
(2,395) |
||
Administration |
(76) |
(138) |
(340) |
(343) |
(355) |
||
EBITDA |
|
|
(673) |
(1,615) |
(2,201) |
(2,821) |
(2,750) |
Depreciation & amortisation |
(2) |
(2) |
(3) |
(3) |
(4) |
||
EBIT (before amort. and except.) |
|
(675) |
(1,617) |
(2,204) |
(2,825) |
(2,754) |
|
Intangible amortisation |
0 |
0 |
0 |
0 |
0 |
||
Exceptionals |
3 |
0 |
0 |
0 |
0 |
||
Share based payments |
(8) |
(16) |
(241) |
(194) |
(200) |
||
EBIT |
(680) |
(1,633) |
(2,445) |
(3,019) |
(2,954) |
||
Net interest |
23 |
14 |
13 |
0 |
34 |
||
Profit Before Tax (norm) |
|
|
(652) |
(1,603) |
(2,191) |
(2,825) |
(2,720) |
Profit Before Tax (FRS 3) |
|
|
(657) |
(1,619) |
(2,432) |
(3,019) |
(2,920) |
Tax |
299 |
91 |
519 |
683 |
642 |
||
Profit After Tax (norm) |
(354) |
(1,512) |
(1,672) |
(2,142) |
(2,077) |
||
Profit After Tax (FRS 3) |
(359) |
(1,528) |
(1,913) |
(2,336) |
(2,277) |
||
Minorities |
|
|
0 |
0 |
0 |
0 |
0 |
Associated company income |
|
|
0 |
0 |
0 |
0 |
0 |
Net income (norm) |
|
|
(354) |
(1,512) |
(1,672) |
(2,142) |
(2,077) |
Net income (FRS 3) |
|
|
(359) |
(1,528) |
(1,913) |
(2,336) |
(2,277) |
Average number of shares outstanding (m) |
49.8 |
62.4 |
106.5 |
127.3 |
170.7 |
||
EPS - normalised (c) |
|
|
(0.7) |
(2.4) |
(1.6) |
(1.7) |
(1.2) |
EPS - normalised and fully diluted (c) |
|
(0.7) |
(2.4) |
(1.6) |
(1.7) |
(1.2) |
|
EPS - (IFRS) (c) |
|
|
(0.7) |
(2.5) |
(1.8) |
(1.8) |
(1.3) |
Dividend per share (c) |
0.0 |
0.0 |
0.0 |
0.0 |
0.0 |
||
Gross margin (%) |
N/A |
N/A |
N/A |
N/A |
N/A |
||
EBITDA margin (%) |
N/A |
N/A |
N/A |
N/A |
N/A |
||
Operating margin (before GW and except.) (%) |
N/A |
N/A |
N/A |
N/A |
N/A |
||
BALANCE SHEET |
|||||||
Fixed Assets |
|
|
87 |
4 |
46 |
578 |
588 |
Intangible assets |
0 |
0 |
0 |
0 |
0 |
||
Tangible assets |
87 |
4 |
46 |
28 |
38 |
||
Investments |
0 |
0 |
0 |
550 |
550 |
||
Current Assets |
|
|
807 |
619 |
1,171 |
1,901 |
2,221 |
Stocks |
0 |
0 |
0 |
0 |
0 |
||
Debtors |
58 |
53 |
66 |
224 |
224 |
||
Cash |
478 |
475 |
699 |
1,348 |
1,668 |
||
Other |
271 |
91 |
406 |
328 |
328 |
||
Current Liabilities |
|
|
(218) |
(541) |
(454) |
(744) |
(719) |
Creditors |
(218) |
(541) |
(454) |
(744) |
(719) |
||
Short term borrowings |
0 |
0 |
0 |
0 |
0 |
||
Long Term Liabilities |
|
|
0 |
0 |
0 |
(15) |
(15) |
Long term borrowings |
0 |
0 |
0 |
0 |
0 |
||
Other long term liabilities |
0 |
0 |
0 |
(15) |
(15) |
||
Net Assets |
|
|
676 |
81 |
762 |
1,720 |
2,075 |
CASH FLOW |
|||||||
Operating Cash Flow |
|
|
(408) |
(1,258) |
(2,204) |
(2,662) |
(2,250) |
Net Interest |
23 |
15 |
13 |
5 |
34 |
||
Tax |
200 |
271 |
204 |
761 |
642 |
||
Capex |
(2) |
(3) |
(20) |
(9) |
(10) |
||
Acquisitions/disposals |
3 |
84 |
(25) |
(550) |
(2,267) |
||
Equity financing, other |
(7) |
888 |
2,257 |
3,105 |
4,170* |
||
Dividends |
0 |
0 |
0 |
0 |
0 |
||
Net cash flow |
(192) |
(2) |
224 |
650 |
320 |
||
Opening net debt/(cash) |
|
|
(669) |
(478) |
(475) |
(699) |
(1,348) |
HP finance leases initiated |
0 |
0 |
0 |
0 |
0 |
||
Other |
0 |
0 |
0 |
(0) |
0 |
||
Closing net debt/(cash) |
|
|
(478) |
(475) |
(699) |
(1,348) |
(1,668) |
Source: Edison Investment Research, Leaf Resources accounts. Note: *Assumes fund-raising in 2017e.
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