Cleantech Invest Plc
Company release 30 March 2015 at 9:15 am (EET)
Annual report bulletin for 1 January - 31 December 2014 (audited)
January-December 2014
* Trading with Cleantech Invest Plc's Series A shares at NASDAQ OMX Helsinki
Oy's First North Finland started on 12 June 2014.
* The most significant events in associate companies:
* Swap.com's revenue grew to USD 1.5 million for the year 2014, a more
than six-fold increase from the year before. Swap.com is now, according
to the company's estimate, the fastest growing online consignment store
in USA.
* Savo-Solar Oy secured an order from Danish Løgumkloster district heating
company worth over EUR 1 million for delivery early 2015. Savo-Solar
revenues for 2014 grew to just over EUR 1 million, doubling from the
previous year.
* Nocart achieved a significant break-through on the market and grew
revenues from EUR 353,000 to EUR 923,000.
* Cleantech Invest has during the financial period made major follow-on
investments in Netcycler Oy (swap.com), Savo-Solar Oy, Nuuka Solutions Oy,
Oricane AB and Sofi Filtration Oy and a share swap with Nocart. Cleantech
Invest has also invested in two new companies: Aurelia Turbines Oy and
Sansox Oy. Furthermore, Cleantech Invest has granted debt funding to
Enersize Oy.
* Jan Forsbom and Alexander Lidgren joined the Cleantech Invest board as new
members.
July-December 2014
* Swap.com raised a EUR 3 million financing round, in which Cleantech Invest
increased its ownership to 6.1%. Strong growth in the approximate range of
20% month-on-month continued.
* A share swap with Nocart increased Cleantech Invests ownership to 15.5%.
* Savo-Solar prepared for IPO and listing at First North Sweden. The actions
were launched after the end of the report period in February 2015.
* Cleantech Invest Plc. and Fortum Corporation signed an agreement on
strategic partnership with regard to business development activities,
potential future cleantech investments as well as information sharing.
Key figures
+--------------------------------------+---------+---------+---------+---------+
|EUR '000 |7-12/2014|7-12/2013|1-12/2014|1-12/2013|
+--------------------------------------+---------+---------+---------+---------+
|Turnover | 0| 2| 89| 59|
+--------------------------------------+---------+---------+---------+---------+
|Result for the financial period | -575| -586| -868| -967|
+--------------------------------------+---------+---------+---------+---------+
|Cash and cash equivalents at end of | 1,790| 542| 1,790| 542|
|period | | | | |
+--------------------------------------+---------+---------+---------+---------+
|Shareholders equity at end of period | 6,324| 3,121| 6,324| 3,121|
+--------------------------------------+---------+---------+---------+---------+
|Equity ratio at end of period | 98.5%| 98.3%| 98.5%| 98.3%|
+--------------------------------------+---------+---------+---------+---------+
Comments by the managing director Alexander Lidgren
Progress and break-throughs
"The year 2014 was eventful. Our share was listed on NASDAQ OMX First North, a
process that was a good learning experience for future listings of cases, but
one that also took some time and attention. After the listing of the share we
have been busy.
In the fall we announced a strategic partnership with Fortum. The objective is
to create new business opportunities for Fortum while accelerating the growth
and value development of our portfolio companies. The first interactions between
Fortum and our cases are now happening and already leading to results on both
sides.
We made a number of follow-on investments. The situation in two companies was
make or break, most notably in Enersize and Savo-Solar. In both companies we
chose to re-charge the companies with new money, and in the case of Enersize
also with new management. We are pleased that both have had very positive
developments since. Savo-Solar signed and delivered crucial orders and completed
an IPO on First North Sweden that will allow them to grow further
internationally. The revenues in 2014 already doubled from previous year.
Enersize started its first two energy saving projects of compressed air in two
factories in China. The company estimates revenues of EUR 3-5 million over the
next 3-5 years from the first two customer projects alone and has an impressive
pipeline of potential deals.
Several of our associate companies had major break-throughs in 2014. Notably
Nocart grew revenues from EUR 350 thousand to just short of EUR 1 million.
Swap.com showed exponential growth month-on-month and reached revenues of EUR
1.1 million in 2014. This means that three of our associate companies, i.e.
Nocart, Swap.com and Savo-Solar now have grown to revenues in the million EUR
range. We expect strong growth to continue in all three and expect at least one
more of our companies to enter EUR +1 million revenues during the year.
It's a bumpy road to success
Not all companies have progressed according to plan. We have taken the decision
to completely write off any value potential from the investment into BT Wood.
There are challenges in growing an idea from innovation to success in the
marketplace. They come in the form of market acceptance, funding, margins,
attracting the right talent, competition, and many more. This is the first
company where this happens since our IPO and it should be said that it is most
likely not the last.
From investment to acceleration
Deal flow continued strong during the year as we were in contact with well over
300 companies. The main geographical sources were Finland, Sweden and Germany.
Energy management, energy technology, solar, material re-use, recycling and
transportation related deal flow was strong and we saw slight uptick in deals
related to consumer products and services. Energy storage, demand response and
electric vehicles remain an active deal flow area in the German market and there
are early signs of activity picking up in those areas in the Nordic market as
well.
Our strategy is to invest in, accelerate and exit early-stage ventures engaged
in cleantech solutions in the Nordics and Germany. We have a special focus on
Internet of things, Energy efficiency and Shared economy. The natural
progression after having built up a portfolio of companies is that we enter a
mode where acceleration and exit is in focus.
Our target companies have high ambitions to grow fast and aim at international
markets. Our way of working includes to support their growth ambitions and to
accelerate the pace of growth. To exemplify, this may mean removing bottle-necks
in the form of funding customer projects and using our contact network to open
doors that would otherwise be closed. Another important part of our work the
years to come lies in exploring exit venues for our companies.
Our latest new investments meet our criteria very well: Watty in which we
invested in January 2015 is a Swedish energy data start-up that aims at making
it really simple for families to reduce their energy bills. With a single
hardware device Watty identifies how much energy each appliance is using in a
home and then creates customised recommendations of the smartest way for the
family to save energy. By investing in PlugSurfing GmbH in March 2015 we entered
the electric vehicle market, one that we estimate will take giant leaps over the
next years. PlugSurfing provides a map of Electric vehicle charging points and
makes payment incredibly simple for all these charging points. They already
cover four countries and 10,000 charging points.
Expanding the presence
We have embarked on a long term plan to become one of the leading European
accelerators and believe we are off to a good start. Our presence on the Swedish
and German market has been increased. We opened an office in Sweden since we are
increasingly active also on the Swedish market, regarding investment but more
importantly regarding listings and customer connections for the companies.
Germany is another market where we are active, since the investment in
PlugSurfing. We see Germany as a frontrunner on the energy market and Berlin as
a start-up hub in Europe. For us to be more present on this market means that we
will find additional co-investors and customer connections for our companies. We
also see Germany as a potential exit market for some of our cases.
The challenges of the coming years lie in clever marketing and successful
execution of portfolio growth. I believe it will be exciting to say the least."
Cleantech Invest's holding in associate companies on 31 December 2014
+-------------------+-------------------+-------------------+------------------+
|Associate company |Direct ownership, %|Clean Future |Effective |
| | |Fund's ownership, %|ownership, |
| | | |combined, % |
| +-------------------+-------------------+------------------+
|Aurelia Turbines Oy| 3.6 %| -| 3.6 %|
| | | | |
|Clean Future Fund | | | |
|Ky | 36.8 %| -| 36.8 %|
| | | | |
|Enersize Oy | 24.7 %| 13.8 %| 29.8 %|
| | | | |
|Lumeron Oy | 14.3 %| -| 14.3 %|
| | | | |
|MetGen Oy | 1.7 %| 1.7 %| 2.4 %|
| | | | |
|Netcycler Oy | 4.8 %| 2.1 %| 5.6 %|
| | | | |
|Nocart Oy | 15.5 %| -| 15.5 %|
| | | | |
|Nuuka Solution Oy | 32.6 %| -| 32.6 %|
| | | | |
|One1 Oy | 10.0%| 7.8%| 12.9 %|
| | | | |
|Oricane AB | 21.2 %| -| 21.2 %|
| | | | |
|Sansox Oy | 10.0 %| -| 10.0 %|
| | | | |
|Savo-Solar Oy | 18.5 %| 5.9 %| 20.7 %|
| | | | |
|Sofi Filtration | 22.0 %| -| 22.0 %|
+-------------------+-------------------+-------------------+------------------+
* Cleantech Invest's ownership in Clean Future Fund is 36.8%. Its share of
holding + Cleantech Invest direct holding is Effective ownership combined.
* Direct ownership of Cleantech Invest is fully diluted including options in
associate companies.
* Cleantech Invest ownership in certain companies can be increased further by
convertible loans. For disclosure of loans, see 2014 Annual Report.
Associate companies' performance during the year 2014
The core and value of Cleantech Invest's business operations are in the
company's associate companies. Cleantech Invest briefly comments on all of the
associate companies' business development during the financial period. The
summary below is not a complete description of each of the associated company's
situation and their risks.
Swap.com (Netcycler Oy) has developed an extremely cost-efficient logistics
process, which enables Swap.com to cost-efficiently trade also inexpensive
clothes and items over its online consignment store. The company continued
strong growth during the financial period and its revenue in 2014 was EUR 1.1
million. Swap.com grew to be the largest kids' online consignment store in USA
and is, according to the company, the fastest growing online consignment store.
The company moved to a new fulfilment center in Chicago, USA with over 6,000 m2
space. The fulfilment center and the operational set-up enables continued rapid
growth. Swap launched the women's items category after the reporting period to
further accelerate growth. Strong growth continued after the reporting period
and the revenue grew to over USD 350 thousand in March 2015 (more than 20%
growth from February 2015).
+------------------------------------+----------+--------------+
|EUR | 1-12/2014|7/2012-12/2013|
+------------------------------------+----------+--------------+
|Turnover, EUR | 1,105,211| 175,164|
+------------------------------------+----------+--------------+
|Operating profit/loss, EUR |-2,509,590| -1,495,137|
+------------------------------------+----------+--------------+
|Result for the financial period, EUR|-2,518,805| -1,567,429|
+------------------------------------+----------+--------------+
|Personnel in average | 38| 20|
+------------------------------------+----------+--------------+
Nuuka Solutions Oy received new customer contracts for its real estate energy
management software, among others from Genesta Property Nordic, SOK/Eekoo and
Järvenpään mestariasunnot. New sales channel and other partnerships were
introduced among others with Caverion and HE-Management. The service was further
developed towards international markets and new key people were recruited for
these activities. In addition, a financing round was carried out that enabled
the company to start preparations for international growth. Despite several new
contracts, customer acquisition has been slower than planned and another funding
round will be needed to fulfil the growth plans.
+--------------------------------+----------------------+----------------------+
|EUR |1 Nov 2013-31 Dec 2014|1 Sep 2012-31 Oct 2013|
+--------------------------------+----------------------+----------------------+
|Turnover, EUR | 151,979| 65,085|
+--------------------------------+----------------------+----------------------+
|Operating profit/loss, EUR | -290,815| -96,725|
+--------------------------------+----------------------+----------------------+
|Result for the financial period,| -295,514| -100,429|
|EUR | | |
+--------------------------------+----------------------+----------------------+
|Personnel in average | 6| 5|
+--------------------------------+----------------------+----------------------+
Savo-Solar Oy focused on sale in Central European and Danish markets, and
recruited three persons with long experience in the industry to its Danish
subsidiary. Savo-Solar delivered and installed the first large area solar
thermal collector field to one of Helsinki Energy's area-heating system. In July
2014, the company received an order for the delivery and installation of a
7,400m² solar thermal collector field to a district heating plant in Denmark.
The value of the order is over EUR 1 million. In December there was an
additional order of 2,200m² collector field to the same customer. According to
the company's market research, the Danish solar heating market is estimated to
be 200,000 m² in 2014 and 250,000 m² in 2015.
To finance the growth and for strengthening the balance sheet, the company had a
share issue ending on 30 November 2014. The company received EUR 1.48 million
capital in this issue. The preparations for the listing on First North Sweden
were started.
+------------------------------------+----------+----------+
|EUR | 1-12/2014| 1-12/2013|
+------------------------------------+----------+----------+
|Turnover, EUR | 1,033,400| 544,261|
+------------------------------------+----------+----------+
|Operating profit/loss, EUR |-2,079,545|-1,670,025|
+------------------------------------+----------+----------+
|Result for the financial period, EUR|-1,192,640|-1,841,415|
+------------------------------------+----------+----------+
|Personnel in average | 24| 19|
+------------------------------------+----------+----------+
Aurelia Turbines Oy successfully completed the first phase of a product
development project, and based on positive results, the initial technical
feasibility study of its turbine was finalised. This led to start the
development of the product and business feasibility study on the second half of
the year. This work will continue during 2015. Aurelia Turbines holds Letter of
Intents for 245 turbines to be delivered in the first three operational years.
+------------------------------------+---------+---------+
|EUR |1-12/2014|1-12/2013|
+------------------------------------+---------+---------+
|Turnover, EUR | -| -|
+------------------------------------+---------+---------+
|Operating profit/loss, EUR | -98,008| -6,438|
+------------------------------------+---------+---------+
|Result for the financial period, EUR| -98,268| -6,438|
+------------------------------------+---------+---------+
|Personnel on 31 Dec 2014 | 3| 1|
+------------------------------------+---------+---------+
Enersize Oy continued sales activities of their compressed air savings solution,
focusing especially on new customer acquisition in China. The company received a
positive decision on debt restructuring. The ownership structure was reorganised
in October and an equity round was completed after the financial period in
January 2015. First large-scale projects are estimated to be completed in China
during H1/2015 with a turnover expectancy of EUR 3-5 million over the next 3-5
years from the first two customer projects. The company is currently in
discussions with over 20 possible new energy saving projects in China and
Europe, most of which have a EUR 1 million + revenue expectancy for Enersize.
+------------------------------------+---------+---------+
|EUR |1-12/2014|1-12/2013|
+------------------------------------+---------+---------+
|Turnover, EUR | 62,049| 50,672|
+------------------------------------+---------+---------+
|Operating profit/loss, EUR | -296,383| -328,372|
+------------------------------------+---------+---------+
|Result for the financial period, EUR| 350,252| -420,077|
+------------------------------------+---------+---------+
|Personnel in average | 3| 3|
+------------------------------------+---------+---------+
Lumeron Oy focuses on high-return small & medium-size energy efficiency
investments through its technology partners. The company made its first
investments in energy efficiency assets during the financial period and is in
negotiations with several energy efficiency projects.
+------------------------------------+---------+---------+
|EUR |1-12/2014|1-12/2013|
+------------------------------------+---------+---------+
|Turnover, EUR | -| -|
+------------------------------------+---------+---------+
|Operating profit/loss, EUR | -76,922| 46,814|
+------------------------------------+---------+---------+
|Result for the financial period, EUR| -76,954| -46,821|
+------------------------------------+---------+---------+
|Personnel in average | 1| 1|
+------------------------------------+---------+---------+
Metgen Oy has been actively working on its industrial pilots of its industrial
enzyme, but this has not amounted to revenues during the financial period.
+------------------------------------+----------+----------+
|EUR | 1-12/2014| 1-12/2013|
+------------------------------------+----------+----------+
|Turnover, EUR | 7,500| 45,090|
+------------------------------------+----------+----------+
|Operating profit/loss, EUR |-1,910,734| 1,289,088|
+------------------------------------+----------+----------+
|Result for the financial period, EUR|-1,914,990|-1,293,078|
+------------------------------------+----------+----------+
|Personnel in average | 14| 12|
+------------------------------------+----------+----------+
Nocart Oy's power generation and storage system has increased its offer pipeline
significantly in the emerging markets. Revenues grew close to EUR 1 million in
2014. The company has made its first deliveries in Nepal. After having
integrated more closely with selected technology providers of renewable energy,
Nocart now delivers full turn-key systems for electricity delivery.
+------------------------------------+---------+---------+
|EUR |1-12/2014|1-12/2013|
+------------------------------------+---------+---------+
|Turnover, EUR | 922,771| 352,766|
+------------------------------------+---------+---------+
|Operating profit/loss, EUR | 31,639| 10,021|
+------------------------------------+---------+---------+
|Result for the financial period, EUR| -2,215| 631|
+------------------------------------+---------+---------+
|Personnel in average | 5| 4|
+------------------------------------+---------+---------+
One1 Oy continued development of several heat projects during the financial
period. One large project has not proceeded to construction phase as expected,
and this prolongs anticipated revenue growth. One1 focused on forming close
relationships with utilities to enable a large number of heat projects to be
developed and constructed in the future.
+------------------------------------+---------+---------+
|EUR |1-12/2014|1-12/2013|
+------------------------------------+---------+---------+
|Turnover, EUR | 234,626| 671,292|
+------------------------------------+---------+---------+
|Operating profit/loss, EUR | -144,677| -27,698|
+------------------------------------+---------+---------+
|Result for the financial period, EUR| -145,734| -29,113|
+------------------------------------+---------+---------+
|Personnel in average | 5| 4|
+------------------------------------+---------+---------+
Oricane continued its co-operation with one international internet equipment
company and is aiming to close another contract with a Silicon Valley based
company during the first half of 2015.
+------------------------------------+----------+----------+
|SEK | 1-12/2014| 1-12/2013|
+------------------------------------+----------+----------+
|Turnover, SEK | 1,425,776| 813,424|
+------------------------------------+----------+----------+
|Operating profit/loss, SEK |-2,145,287|-3,110,081|
+------------------------------------+----------+----------+
|Result for the financial period, SEK|-2,219,369|-3,175,966|
+--------------------+---------------+----------+ |
|Personnel in average| 2| 2| |
+--------------------+---------------+----------+----------+
Sansox Oy's aeration solution cuts costs significantly in various water
treatment applications. The company conducted pilot projects in several
industries, including pulp&paper, potable water, fisheries, greenhouses and
waste management. The Water supply and sanitation Technology platform (WssTP)
initiated by the European commission rewarded Sansox' aeration technology as the
most innovative product in Europe.
+------------------------------------+---------+---------+
|EUR |1-12/2014|1-12/2013|
+------------------------------------+---------+---------+
|Turnover, EUR | 12,000| -|
+------------------------------------+---------+---------+
|Operating profit/loss, EUR | -121,000| -76,245|
+------------------------------------+---------+---------+
|Result for the financial period, EUR| -125,000| -78,303|
+------------------------------------+---------+---------+
|Personnel in average | 3| 1|
+------------------------------------+---------+---------+
Sofi Filtration Oy received a positive decision for Tekes Young Innovative
Companies' 3-stage funding of EUR 1 million. The first stage of it was now
awarded, including industrial pilots in Finland, Austria and Lithuania.
Additional new international target markets for Sofi Filtration are Canada and
USA. In addition to new geographical markets, Sofi Filtration is entering a new
industrial segment, i.e. the power generation industry.
+------------------------------------+---------+---------+
|EUR |1-12/2014|1-12/2013|
+------------------------------------+---------+---------+
|Turnover, EUR | 116,927| 89,732|
+------------------------------------+---------+---------+
|Operating profit/loss, EUR | -26,013| -110,099|
+------------------------------------+---------+---------+
|Result for the financial period, EUR| -46,893| -120,218|
+------------------------------------+---------+---------+
|Personnel in average | 4| 3|
+------------------------------------+---------+---------+
Income Statement: revenue and result
Revenue
The company's revenue in 2014 was EUR 89,339 (1-12/2013: EUR 58,826). In 2014,
revenue came primarily from the accelerator service fees in connection with the
Vigo-program. The revenue increase was due to larger assignments in the
associate companies.
Expenses
Materials and services expenses in 2014 were EUR 7,683 (EUR 11,245).
Personnel costs in 2014 amounted to EUR 441,521 (EUR 445,199). Other operating
expenses were a total of EUR 239,644 (EUR 204,643). The increase in other
operating expenses is mainly due to increased travelling costs, PR costs,
accounting, financial advisory, auditing and other costs of a listed company.
Depreciation, amortization and write-downs
Depreciation, amortization and write-downs of intangible and tangible assets in
2014 were a total of EUR 93,719 (EUR 27,283). The increase in depreciation is
mainly explained by the expenses related to the stock exchange listing amounting
to EUR 445 thousand, which has been capitalized and whose share of the
depreciation is EUR 56 thousand.
Operating profit/loss
The company's operating loss for 2014 was EUR 693,228 (EUR -629,545 thousand).
Financial income and expenses
Financial income in 2014 was a total of EUR 2,183 (EUR 2,924) and financial
expenses were a total of EUR 117,217 (EUR -339,904). Financial expenses included
the write-down of BT Wood Oy.
Result for the period
Net loss of the year 2014 was EUR 868,262 (EUR -966,526).
Balance sheet: financing and investments
In 2014, the company successfully carried out the listing on NASDAQ OMX First
North Finland. The company raised EUR 4,010,900 for the related share issue
before costs, commissions and expenses. Expenses related to the initial public
offering, EUR 455 thousand, have been capitalized as a part of intangible assets
with a five-year amortization plan.
As a result of the share issue, the company received about 470 new shareholders.
Institutional investors subscribed for the shares for approx. 57% and private
investors for approx. 43%. The total number of shares was increased to
18,081,400. The Board of Directors decided on the conversion of all of the
company's Series B shares (a total of 6,060,784 shares) to Series A shares at
the ratio of 1:1.
The capital raised in the share issue substantially strengthened the financial
position of Cleantech Invest enabling development according to the strategy.
The increase of the balance is due to investments according to the company's
strategy and to the capitalization of expenses related to the initial public
offering. The balance sheet value of the investments in the associate companies
amounted to EUR 3,188,397. The three biggest investments were made in Netcycler
(swap.com), Savo-Solar and Enersize. A write-down totalling EUR 122,350 was made
on the valuation of BT Wood Oy.
Investments
Swap.com: Cleantech Invest made an additional investment of EUR 0.5 million to
Swap.com (Netcycler Oy). After the transaction, the ownership of Cleantech
Invest increased to 6.1%, including both the direct ownership and indirect
ownership through Clean Future Fund Ky.
Savo-Solar Oy: Cleantech Invest made an equity investment, as part of an
investment round in which Savo-Solar received finance and export collateral
amounting to EUR 1.5 million. After the transaction Cleantech Invest's effective
ownership decreased from 24.3% to 20.7%, including indirect ownership through
Clean Future Fund Ky.
Enersize Oy: Cleantech Invest granted to Enersize loans amounting to EUR 313
thousand.
Nuuka Solutions Oy: Cleantech Invest granted a subordinated convertible loan.
The loan will be converted to equity, upon which Cleantech Invest's ownership
increases to a minimum of 31.7% and a maximum of 40.0%. At year end, Cleantech
Invest's holding was 32.6%.
Oricane AB: Cleantech Invest made an equity investment as part of an investment
round, where the main investor was Norlandsfonden from Sweden. After the
investment round Cleantech Invest's ownership increased from 11.0% to 13.6%. The
holding was further increased by a follow-on investment whereby the ownership of
Cleantech Invest in the company increased to 21.2%.
Lumeron Oy: Cleantech Invest made a convertible loan investment amounting to EUR
100 thousand, with which Cleantech Invest's ownership may stay at 14.3%.
Sofi Filtration Oy: Cleantech Invest made an equity investment increasing
thereby its holding from 13.7% to 22.0 %.
Aurelia Turbines Oy: Cleantech Invest made an equity investment and after that
its ownership was 3.6% of the company.
Nocart: Cleantech Invest increased its holding in Nocart Oy by a share swap with
Vesa Korhonen, main owner and Managing Director of Nocart Oy. After the share
swap, the holding of Cleantech Invest in Nocart Oy increased to approx. 15.5%.
Concerning the share swap Cleantech Invest launched a directed share issue, in
which a total of 92,307 new Series A shares were offered to Vesa Korhonen for
subscription at a price of EUR 0.65 per share, which is equal to the
subscription price used in the listing of Cleantech Invest. The subscription
price was paid by giving a total of 567 Series A shares of Nocart Oy owned by
Vesa Korhonen to Cleantech Invest Plc. as contribution in kind. These shares
represent approx. 5.0% of all shares in Nocart Oy.
Sansox Oy: Cleantech Invest made an equity investment in two tranches, and on
31 December 2014 Cleantech Invest held 10% of the company.
Personnel, management and administration
Feodor Aminoff acted as the managing director of the company during the
financial period. In addition to the managing director the company employed 3
persons, i.e. Tarja Teppo, Lassi Noponen and Timo Linnainmaa, who together
formed the management of the company.
In the beginning of the financial period the board of directors consisted of
Lassi Noponen (chairman), Tarja Teppo, Timo Linnainmaa and Sami Mykkänen. On 19
March 2014 Jan Forsbom and Alexander Lidgren were appointed as new members to
the board of directors. On the same date Sami Mykkänen and Timo Linnainmaa
resigned from the board. Since 19 March 2014 the board of directors of the
company consisted of Lassi Noponen (chairman), Tarja Teppo, Jan Forsbom and
Alexander Lidgren. At the end of financial period, Forsbom and Lidgren were
independent of the company and major shareholders.
After the end of the financial period, Alexander Lidgren was appointed as new
managing director of Cleantech Invest Plc. as from 16 January 2015, so after
that he no longer is an independent member of the board.
Risks and uncertainties
General risks concerning the business environment of Cleantech Invest Plc. are
related to the recent uncertainty in macroeconomics and capital markets. The
associate companies of Cleantech Invest are start-up companies, and there are
remarkable risks involved both in their business operations and in investments
in them. It is not sure that Cleantech Invest is able to sell its holdings in
associate companies in a profitable way or that the sale is possible in planned
schedule in line with the company's strategy. Due to the nature of the business
of Cleantech Invest, success in collecting finance for the associate companies'
operations is of utmost importance.
The risks related to the company's business have been described in detail in the
listing prospectus dated 2 May 2014, which can be found (in Finnish language
only) on the company's website
http://frantic.s3.amazonaws.com/cleantechinvest/2014/05/Cleantech-Invest-
Oyj_listautumisesite.pdf.
There are no major changes in the risks and uncertainties since the date of
prospectus. However, the financial position of Cleantech Invest has improved
based on the successful share issue in connection with the listing at First
North. The outlook for certain associate companies has brightened when they have
succeeded in gathering financing and acquiring new customers thereby sharing the
revenue risk. On the other hand some of the associate companies have not reached
their targets as to financing and customers and it should be noted that several
rely on successful funding rounds within the next six months to achieve their
growth potential.
Outlook for 2015
The market sectors of several associate companies are growing at an accelerating
pace and so are the financing and M&A opportunities for growth companies in
those sectors. This prevailing trend benefits the operating environment of
Cleantech Invest's business and increases the value of the company's assets, and
accordingly, the development is estimated to have a positive impact on the
outlook of Cleantech Invest's associate companies for 2015.
Three of the associate companies have grown to revenues in the EUR million range
and the expectation is that they continue showing multiple growth figures during
2015. It is also estimated that at least one more associate company will reach +
1 million euro revenues during 2015.
The cleantech space suffers from a negative image among parts of the investor
community, typically motivated by the need for market subsidies, large capital
needs in new energy generation technologies and lack of success stories so far.
Nevertheless, most of Cleantech Invest associated companies are in fact
relatively capital light, and operate on growing markets with no need for
subsidies. The challenge and opportunity lies in communicating this in a way
that helps redefine the characteristics of companies in the cleantech space.
Annual general meeting in 2014
The annual general meeting was held on 19 March 2014 in Helsinki. In addition to
the issues stipulated in paragraph 5:2 of the Companies Act the shareholders
meeting also resolved on transferring the company's shares into the book entry
system, increase of the share capital through reserve increase, changing of the
legal status of the company into a public limited liability company,
modifications to the company bylaws, listing of the company's shares at the
Helsinki First North Finland as well as on granting the board of directors
certain rights to decide on issuing new shares or special rights.
Share
The company had at the beginning of the financial period a total of 11,910,784
shares, divided into 5,850,000 Series K shares, each of which has 20 votes at
shareholders' meetings, and 6,060,784 non-voting Series B shares.
During the financial period, the company's Series A shares were applied for
trading on the NASDAQ OMX First North Finland. In the share issue of the initial
public offering of the listing, a total of 6,170,616 new Series A shares were
subscribed at a price of 0.65 €/share, each having one vote at general meetings.
In conjunction with the listing also all 6,060,784 Series B shares were
converted into Series A shares at the ratio of 1: 1. Series K shares were not
listed.
Trading in the company's Series A shares commenced on 12 June 2014. The
company's total number of shares after the IPO was 18,081,400, divided into
5,850,000 Series K shares and 12,231, 400 Series A shares. The shares are
registered in the shareholders register held by Euroclear Finland Ltd. as from
28 April 2014.
The board has, upon request, decided to convert 400, 000 K-class shares into A-
class shares. After the conversion the amounts of A- and K-class shares are
12,631,400 and 5, 450, 000, respectively. The trade with the converted shares
commenced on 28 August 2014.
In the emission of new shares for the Nocart share swap, a total of 92,307 new
Series A shares, which were subscribed in the directed share issue of Cleantech
Invest Plc. and entered in the Trade Register on 29 December 2014. The new
shares represent approx. 0.5% of all the shares in the company. The total number
of Cleantech Invest Plc.'s shares after the registration of the new shares is
18,173,707, out of which 5,450,000 shares in class K and 12,723,707 shares in
class A.
Accordingly, at the end of the financial period 2014 the company had a total of
18,173,707 shares, divided into 5,450,000 K shares, each having 20 votes at
shareholders' meetings, and 12,723,707 A shares, each having one vote at
shareholders' meetings.
Taking into account the effect of dilution of the options, the number of shares
on 31 December 2014 amounted to 20,617,643, divided into 8,293,936 Series K
shares and 12,323,707 Series A shares (31 Dec 2013: 14,354,720).
Emission adjusted average number of shares was 15,380,877 on 31 December 2014
(31 Dec 2013: 6, 518,298). Taking into account the effect of dilution of the
options the emission adjusted average number of shares was 17,824,813 on 31
December 2014 (31 Dec 2013: 8,081, 892).
Cleantech Invest board members and management team owned on 31 December 2014 a
total of 4,629,591 Series K shares and options that give a right to subscribe
2,443,936 Series K shares, taking into account all shares and options owned
directly and indirectly through companies controlled or influenced by them or
through their family members. Further, Alexander Lidgren - at that time a member
of the board - held 12,000 Series A shares.
The shares owned by board members and management team represent approximately
25.5% of the company's all outstanding shares registered on 31 December 2014 in
the trade register and 76.1% of the voting rights of the shares.
Cleantech Invest had 732 registered shareholders according to the shares
register on 31 December 2014.
The number of listed shares at the end of financial period was 12,723,707 and
the market cap on 31 December 2014 was EUR 4,835,009. When taking into account
also the non-listed Series K shares the market cap was EUR 6,906,009. The
closing price on 31 December 2014 was 0.38€ per share. During the financial
period the highest price paid was 0.63€, the lowest 0.36€, and the volume-
weighted average 0.43€ per share.
The Series A share has a liquidity provision agreement with FIM Bank that
fulfills the NASDAQ OMX Helsinki Oy Liquidity Providing (LP) requirements.
Option schemes
After the end of the financial period, the CEO Alexander Lidgren was offered for
subscription a total of 244,393 option rights from the company's 2013 option
program that will entitle him to subscribe a maximum of 244,393 Cleantech Invest
Series K shares. The company has acquired said options rights without
consideration from the current option holders of the company to be used for
increasing the commitment of the company's new key executives. Therefore, the
total amount of option rights will remain the same despite of the option rights
offered to Alexander Lidgren.
The subscription price for the above mentioned option rights is 0.0001 euro per
share. The board has decided that, in addition to the terms of the 2013 option
program, Lidgren's right to subscribe shares shall become available as follows:
Subscription period for 50% of the option rights shall begin, when the weighted
90 day average stock trading price is over 0.65€. Subscription period for 25% of
the option rights shall begin, when the weighted 90 day average stock trading
price is over 0.80€ and subscription period for 25% of the option rights shall
begin, when the weighted 90 day average stock trading price is over 1.00€.
The subscription period for the shares with the above mentioned option rights
shall end on 31.12.2020.
Events after the financial period
Alexander "Bigge" Lidgren was appointed Managing Director of Cleantech Invest as
from 16 January 2015. Lidgren has an entrepreneurial background having started
and managed several growth companies.
Cleantech Invest entered the business of next generation energy management by
investing in Swedish company Watty. The investment was a part of a bigger
funding round where Watty secured 10 million SEK to take their solution to the
market. After the investment round, Cleantech Invest's holding in Watty is
slightly below 1%. The investment gives Cleantech Invest a foothold in the
emerging arena of home energy management.
Cleantech Invest Plc. made an investment in PlugSurfing GmbH, taking a stake of
3.45%. By aggregating many large charging point operators into one platform,
PlugSurfing can be regarded as a European market leader in location finding and
payment services of electric vehicle charging points.
Cleantech Invest's associate company Savo-Solar Oy launched an Initial Public
Offering on NASDAQ OMX First North Sweden in January 2015. The expected first
day of trading with the Savo-Solar shares is 2 April 2015. The company raised
approximately EUR 4.1 million in the IPO.
Swap.com continued its strong growth and the monthly revenue have increased to
over USD 350,000/month in March 2015 showing an increase of more than 20% from
February 2015.
FIM prepared a company analysis on Cleantech Invest Plc. and its associate
companies. It is the first independent valuation available since Cleantech
Invest Plc. was listed on the NASDAQ OMX First North and gives an attractive
target value of Cleantech Invest.
General meeting 2015 and financial communication
The 2014 annual report with the auditor's report are published as an enclosure
to this Annual report release and they are also available on the company's
website at www.cleantechinvest.com.
The Annual General Meeting will be held on 20 April 2015 in Helsinki. The
invitation to the General Meeting will be published on 30 March 2015. The Board
of Directors will propose to the General Meeting that no dividend be paid and
the loss for the year 2014 (EUR -868,261.99) will be recognised in equity.
The half-year report for the period 1 January - 30 June 2015 will be published
on 31 August 2015.
Accounting principles of the annual report release
Annual report has been prepared following generally accepted accounting
principles and applicable laws. The figures of the annual report release have
been audited and they are rounded from exact figures. The comparison figures in
2013 have been given in the brackets unless otherwise stated.
Calculation of key ratios and formulas
+-------------------------------------+----------------------------------------+
|Equity ratio (%) |Total equity x 100/ Total assets |
+-------------------------------------+----------------------------------------+
|Number of shares |Total number of shares at the end of the|
| |period |
+-------------------------------------+----------------------------------------+
|Weighted average number of shares |Issue and conversion-adjusted weighted |
| |average number of shares |
+-------------------------------------+----------------------------------------+
|Diluted number of shares |Total number of shares at the end of the|
| |period added by outstanding warrants |
+-------------------------------------+----------------------------------------+
|Weighted average number of shares, |Issue and conversion-adjusted weighted |
|Diluted |average number of shares added by |
| |outstanding warrants |
+-------------------------------------+----------------------------------------+
|Basic earnings per share (€) |Result for the (financial) period / |
| |Issue and conversion-adjusted weighted |
| |average number of shares |
+-------------------------------------+----------------------------------------+
|Diluted earnings per share (€) |Result for the (financial) period / |
| |Issue and conversion-adjusted weighted |
| |average number of shares added by |
| |outstanding warrants |
+-------------------------------------+----------------------------------------+
Financial information (FAS)
+-----------------------------------+-----+-----------+-----------+-----------+
|Profit and Loss Statement EUR '000 |7-12/|7-12 / 2013|1-12 / 2014|1-12 / 2013|
| | 2014| | | |
+-----------------------------------+-----+-----------+-----------+-----------+
| | | | | |
+-----------------------------------+-----+-----------+-----------+-----------+
|Turnover | 89| 2| 89| 59|
+-----------------------------------+-----+-----------+-----------+-----------+
| | | | | |
+-----------------------------------+-----+-----------+-----------+-----------+
|Materials and services | -7| -1| -7| -11|
+-----------------------------------+-----+-----------+-----------+-----------+
|Personnel expenses | -246| -233| -441| -446|
+-----------------------------------+-----+-----------+-----------+-----------+
|Depreciation and impairment charges| -66| -14| -94| -27|
+-----------------------------------+-----+-----------+-----------+-----------+
|Other operating expenses | -170| -107| -240| -205|
+-----------------------------------+-----+-----------+-----------+-----------+
| | | | | |
+-----------------------------------+-----+-----------+-----------+-----------+
|Operating profit/loss | -400| -353| -693| -630|
+-----------------------------------+-----+-----------+-----------+-----------+
| | | | | |
+-----------------------------------+-----+-----------+-----------+-----------+
|Financial income | 2| 3| 2| 0|
+-----------------------------------+-----+-----------+-----------+-----------+
|Financial expenses | -177| -236| -177| -340|
+-----------------------------------+-----+-----------+-----------+-----------+
| | | | | |
+-----------------------------------+-----+-----------+-----------+-----------+
|Result before taxes | -575| -586| -868| -967|
+-----------------------------------+-----+-----------+-----------+-----------+
| | | | | |
+-----------------------------------+-----+-----------+-----------+-----------+
|Result for the financial period | -575| -586| -868| -967|
+-----------------------------------+-----+-----------+-----------+-----------+
| | | | | |
+-----------------------------------+-----+-----------+-----------+-----------+
|Basic earnings per share |-0.03| -0.05| -0.06| -0,15|
+-----------------------------------+-----+-----------+-----------+-----------+
|Diluted earnings per share |-0.03| -0.04| -0.05| -0,12|
+-----------------------------------+-----+-----------+-----------+-----------+
+------------------------------------------+----------+----------+
|Balance Sheet EUR '000 |31.12.2014|31.12.2013|
+------------------------------------------+----------+----------+
|Assets | | |
+------------------------------------------+----------+----------+
| | | |
+------------------------------------------+----------+----------+
|Non-current assets | | |
+------------------------------------------+----------+----------+
| Intangible assets | 513| 160|
+------------------------------------------+----------+----------+
| Tangible assets | 10| 12|
+------------------------------------------+----------+----------+
| Investment in associates | 3 188| 2 091|
+------------------------------------------+----------+----------+
| Loan receivables from associates | 0| 0|
+------------------------------------------+----------+----------+
|Total non-current assets | 3 711| 2 263|
+------------------------------------------+----------+----------+
| | | |
+------------------------------------------+----------+----------+
|Current assets | | |
+------------------------------------------+----------+----------+
| Loan receivables | 782| 324|
+------------------------------------------+----------+----------+
| Other receivables | 49| 16|
+------------------------------------------+----------+----------+
| Deferred assets | 31| 13|
+------------------------------------------+----------+----------+
| Cash and cash equivalents | 1 790| 542|
+------------------------------------------+----------+----------+
|Total current assets | 2712| 912|
+------------------------------------------+----------+----------+
| | | |
+------------------------------------------+----------+----------+
|Total assets | 6 423| 3 175|
+------------------------------------------+----------+----------+
| | | |
+------------------------------------------+----------+----------+
|Equity and liabilities | | |
+------------------------------------------+----------+----------+
| | | |
+------------------------------------------+----------+----------+
|Shareholders equity | | |
+------------------------------------------+----------+----------+
| Share capital | 80| 8|
+------------------------------------------+----------+----------+
|Reserve for invested non-restricted equity| 8 087| 4 088|
+------------------------------------------+----------+----------+
| Retained earnings | -975| -8|
+------------------------------------------+----------+----------+
| Result for the financial period | -868| -967|
+------------------------------------------+----------+----------+
|Total shareholders equity | 6 324| 3 121|
+------------------------------------------+----------+----------+
| | | |
+------------------------------------------+----------+----------+
|Current liabilities | | |
+------------------------------------------+----------+----------+
| Accounts payable | 29| 10|
+------------------------------------------+----------+----------+
| Other current liabilities | 13| 9|
+------------------------------------------+----------+----------+
| Accruals | 58| 35|
+------------------------------------------+----------+----------+
|Total current liabilities | 99| 54|
+------------------------------------------+----------+----------+
| | | |
+------------------------------------------+----------+----------+
|Total equity and liabilities | 6 423| 3 175|
+------------------------------------------+----------+----------+
+------------------------------------------------------+-----------+-----------+
|Cash Flow Statement EUR '000 |1-12 / 2014|1-12 / 2013|
| | | |
+------------------------------------------------------+-----------+-----------+
|Cash flow from operating activities | | |
+------------------------------------------------------+-----------+-----------+
|Result for the financial period | -868| -967|
+------------------------------------------------------+-----------+-----------+
|Adjustments | 271| 359|
+------------------------------------------------------+-----------+-----------+
|Change in receivables | -570| -186|
+------------------------------------------------------+-----------+-----------+
|Change in current liabilities | 45| 27|
+------------------------------------------------------+-----------+-----------+
| | | |
+------------------------------------------------------+-----------+-----------+
|Cash flow from operating activities | -1 122| -767|
+------------------------------------------------------+-----------+-----------+
| | | |
+------------------------------------------------------+-----------+-----------+
|Cash flow from investing activities | | |
+------------------------------------------------------+-----------+-----------+
|Investments in tangible and intangible assets | -445| -185|
+------------------------------------------------------+-----------+-----------+
|Acquisition of associates | -1 275| -1 590|
+------------------------------------------------------+-----------+-----------+
|Loan receivables from associates | 19| -151|
+------------------------------------------------------+-----------+-----------+
|Loan receivables from others | 0| 0|
+------------------------------------------------------+-----------+-----------+
| | | |
+------------------------------------------------------+-----------+-----------+
|Cash flow from investing activities | -1 701| -1 926|
+------------------------------------------------------+-----------+-----------+
| | | |
+------------------------------------------------------+-----------+-----------+
|Cash flow from financing activities | | |
+------------------------------------------------------+-----------+-----------+
|Share issue against payment | 4 071| 3 375|
+------------------------------------------------------+-----------+-----------+
|Change in interest bearing liabilities | 0| -173|
+------------------------------------------------------+-----------+-----------+
| | | |
+------------------------------------------------------+-----------+-----------+
|Cash flow from financing activities | 4 071| 3 202|
+------------------------------------------------------+-----------+-----------+
| | | |
+------------------------------------------------------+-----------+-----------+
|Change in cash and cash equivalents | 1 248| 509|
+------------------------------------------------------+-----------+-----------+
|Cash and cash equivalents at the beginning of the | 542| 33|
|period | | |
+------------------------------------------------------+-----------+-----------+
|Cash and cash equivalents at the end of the period | 1 790| 542|
+------------------------------------------------------+-----------+-----------+
Statement of changes in equity
+----------------+-----------+-------------+-----------+------------+----------+
|EUR '000 | Share| Reserve for| Retained| Result for| Total|
| | capital|invested non-| earnings| the| share-|
| | | restricted| | financial| holders|
| | | equity| | period| equity|
+----------------+-----------+-------------+-----------+------------+----------+
+----------------+-----------+-------------+-----------+------------+----------+
|Shareholders | 8| 4 088| -975| 0| 3 121|
|equity 1.1.2014 | | | | | |
+----------------+-----------+-------------+-----------+------------+----------+
|Share issue | 0| 4 011| 0| 0| 4 011|
+----------------+-----------+-------------+-----------+------------+----------+
|Transfer | 72| -72| 0| 0| 0|
+----------------+-----------+-------------+-----------+------------+----------+
|Result for the | 0| 0| 0| -868| -868|
|financial period| | | | | |
+----------------+-----------+-------------+-----------+------------+----------+
|Shareholders | 80| 8 027| -975| -868| 6 264|
|equity | | | | | |
|31.12.2014 | | | | | |
+----------------+-----------+-------------+-----------+------------+----------+
+----------------+-----------+-------------+-----------+------------+----------+
|Shareholders | 8| 0| -8| 0| 0|
|equity 1.1.2013 | | | | | |
+----------------+-----------+-------------+-----------+------------+----------+
|Share issue | 0| 4 088| 0| 0| 4 088|
+----------------+-----------+-------------+-----------+------------+----------+
|Result for the | 0| 0| 0| -967| -967|
|financial period| | | | | |
+----------------+-----------+-------------+-----------+------------+----------+
|Shareholders | | | | | |
|equity | 8| 4 088| -8| -967| 3 121|
|31.12.2013 | | | | | |
+----------------+-----------+-------------+-----------+------------+----------+
Helsinki 30 March 2015
CLEANTECH INVEST PLC
Board of Directors
ENCL.
Annual Report 2014
For more information
Cleantech Invest Plc., Alexander Lidgren, managing director, tel.
+46 73 660 1007, bigge@cleantechinvest.com
Certified Advisor, Access Partners Oy, tel: +358 9 6829 500.
Cleantech Invest in brief
Cleantech Invest focuses on clean energy and efficient use of natural resources.
The company owns minorities in a diversified portfolio of companies and is
actively looking for new capital light and high impact businesses within the
cleantech universe. Cleantech Invest invests in the most promising early-stage
and growth cleantech companies in Finland, Sweden and in the Baltic Sea area.
The company management team members are international pioneers in cleantech
investing. Cleantech Invest is also a designated Accelerator in the Vigo Program
initiated by the Ministry of Employment and the Economy.
www.cleantechinvest.com.
[HUG#1907299]
Cleantech Invest Plc: Annual report bulletin for 1 January - 31 December 2014
| Source: Cleantech Invest Oy
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