Cleantech Invest Plc: Annual report bulletin for 1 January – 31 December 2014

Releases

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 period 1,790 542 1,790 542
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 Fund’s ownership, % Effective 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 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 1.11.2013-31.12.2014 1.9.2012-31.10.2013
Turnover, EUR 151,979 65,085
Operating profit/loss, EUR -290,815 -96,725
Result for the financial period, EUR -295,514 -100,429
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
Henkilöstö vuoden lopussa 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, Diluted Issue and conversion-adjusted weighted 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/
2014
7-12 / 2013 1-12 / 2014 1-12 / 2013
         
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 period 542 33
Cash and cash equivalents at the end of the period 1 790 542

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.