Investor Presentation • Feb 17, 2023
Investor Presentation
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2H-2022 Financials and Investor Presentation
17 February 2023 Rune Rinnan (CEO) and Sverre Slåttsveen (CFO)
This presentation (the "Presentation") has been prepared by Nordic Technology Group AS ("NTG" or the "Company" and together with its subsidiaries the "Group") solely for information purposes in connection with the financial reporting requirement to Oslo Stock Exchange Euronext Growth marketplace and subsequent investor presentation. This Presentation does not constitute an offer to sell or a solicitation of an offer to buy, or a recommendation regarding, any securities of the Company. By attending a meeting where this Presentation is made, or by downloading the presentation from any web site, or requesting to receive, or have received this Presentation from any party, you agree to be bound by the following terms, conditions and limitations.
This Presentation and the information contained herein may not be reproduced in whole or in part to any other person.
This Presentation contains certain forward-looking statements relating to the business, financial performance and results of the Group and/or the industry in which it operates. Forward-looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words "believes", expects", "predicts", "intends", "projects", "plans", "estimates", "aims", "foresees", "anticipates", "targets", "will", "should", "may", "continue" and similar expressions. The forward-looking statements contained in this Presentation, including opinions and views of the Company or cited from third party sources, are based on various assumptions. The forward-looking statements are solely opinions and forecasts and are subject to risks and uncertainties which are difficult or impossible to predict and are beyond the Company's control. Forward-looking statements are not guarantees of future performance, and risks, uncertainties and other factors could cause the actual results of operations, financial condition and liquidity of the Group or the industry to differ materially from the expectations expressed or implied in this Presentation by such forward-looking statements. You are cautioned not to place any undue importance on any forward-looking statement. The Company assumes no obligation, except as required by law, to update any forward-looking statements or to conform these forward-looking statements to its actual results.
The distribution of this Presentation may be restricted by law in certain jurisdictions and persons into whose possession this Presentation comes should inform themselves about, and observe, any such restriction. Any failure to comply with such restrictions may constitute a violation of the laws of any such jurisdiction. None of the Company or the Group shall have any responsibility for any such violations.
This Presentation does not purport to contain a complete description of the Group or the markets in which the Group operates. No representation, warranty or undertaking, express or implied, is made by the Company, the Group or other representatives, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein, for any purpose whatsoever. None of the Company or the Group or any of their respective affiliates or representatives shall have any liability arising directly or indirectly from the use of this Presentation or its contents or otherwise arising in connection with this Presentation.
Any investment or acquiring of shares in the Company should be considered as a high-risk investment. An investment in the Company is only suitable if you have sufficient knowledge, sophistication and experience in financial and business matters to be capable of evaluating the merits and risks of an investment decision relating to the Company's shares, and if you are able to bear the economic risk, and to withstand a complete loss, of your investment. An investment in the Company is suitable only for investors who understand the risk factors associated with this type of investment and who can afford a loss of all or part of their investment. The contents of this Presentation are not to be construed as financial, legal, business, investment, tax or other professional advice. Each recipient should consult with its own financial, legal, business, investment and tax advisers to receive financial, legal, business, investment and tax advice. By receiving this Presentation, you acknowledge that you will be solely responsible for your own assessment of the market and the market position of the Company and that you will conduct your own analysis and are solely responsible for forming your own opinion of the potential future performance of the Company's business. In making an investment decision, investors must rely on their own examination of the Company, including the merits and risks involved.
This presentation is incomplete without reference to and should be viewed solely in conjunction with the verbal briefing provided by the Company´s executive management.
This Presentation does not constitute an offer of, or an invitation to purchase, any of the shares in any jurisdiction in which such offer or sale would be unlawful.
This Presentation is only directed at qualified investors and investment. The Company has not authorized any other person to provide any persons with any other information related to the Company and neither the Company nor the Group will assume any responsibility for any information other persons may provide.
The Company´s executive management and/or Group management and employees may hold shares or other securities or interests in the Company and may, at times, buy or sell such securities.
This Presentation is subject to Norwegian law, and any dispute arising in respect of this Presentation is subject to the exclusive jurisdictions of Norwegian courts.
This presentation covers the period 01.07.22-31.12.22. The financial statements are unaudited as of the date of this presentation. It is also emphasized that the Group was established in early July 2022 in which NTG acquired shareholdings in six tech-companies from Norsk Innovasjonskapital AS ("NIK I"), Norsk Innovasjonskapital II AS ("NIK II") and Norsk Innovasjonskapital III AS, as well as three other sellers (Lani Invest AS, Arctic Securities AS and RR Capital AS) and some minority shareholdings in the same six assets (the "Acquisitions") immediately prior to completion of the private placement and listing on Euronext Growth Oslo. Accordingly, the presentation of the Group in this presentation reflects the structure and business of the Group following the Acquisitions.
| NTG Current 100% company NTG % book value valuation NTG value ownership 14.02.23 31.12.22 31.12.22 Company Wavetrain Systems 83,6 % 245 500 000 525 000 000 438 900 000 Hammertech 87,8 % 194 600 000 350 000 000 307 300 000 Hybrid Energy 96,3 % - Hystorsys 100,0 % 25 500 000 25 500 000 25 500 000 MossHydro 89,9 % 52 800 000 86 000 000 77 314 000 CondAlign 50,5 % 95 300 000 198 100 000 100 040 500 CrayoNano 14,1 % 76 300 000 451 600 000 63 675 600 NTG Cash balance 100,0 % 79 000 000 79 000 000 79 000 000 Sum NOK 769 000 000 1 715 200 000 1 091 730 100 Sum NOK per NTG share 10,8 15,4 Current share price 15.02.2023 NOK 5,6 NOK Discount compared to NTG share price -48 % |
No of shares issued 70 920 680 |
|||||
|---|---|---|---|---|---|---|
| 5,6 | ||||||
| -64 % |
• In January 2023, NTG sold its 96.8% ownership in Hybrid Energy AS (excluding its 100% owned subsidiary Hystorsys AS). NTG received net cash of around NOK 77 million from the transaction and will in Q1 2023 record a gain of > 2x the current book value of around NOK 44 million
Group Companies
February 2023
Hammertech video presentation: https://youtu.be/QcehWdFgWTA
STRICTLY PRIVATE AND CONFIDENTIAL
real time transmittal of data from individual wells.
• enhance recovery
8
The AquaFieldTM Product
| Total potential market | Target market | Core market | |||
|---|---|---|---|---|---|
| 2025 prediction | |||||
| Market Size | ■ 84 USDbn |
■ 18 USDbn ■ AquaField assumed to be most applicable |
■ 10 USDbn ■ AquaField assumed to be most applicable and likely to be implemented |
Producing wells New wells (-->2025) Total potential market |
1 610 000 510 000 2 120 000 |
| Market Drivers | ■ 2.1 million total wells |
■ 450,000 wells |
■ 251,000 wells |
Retrofit new gas wells Retrofit subsea Retrofit GoM Older onshore wells* |
-107 000 -6 000 -16 000 -1 345 000 |
| End Client Examples (non-exhaustive) |
■ All well-operating E&P companies |
■ Saudi-Aramco, Petrobras, ExxonMobil, ADNOC, PDO, Majors ■ Anadarko, Apache, EOG, Pioneer, Devon, XTO, Qatar Petroleum, Occidental, Equinor,ENI, Hilcorp, Bapetco, Norpetco, Qarun, Agiba, |
■ Saudi-Aramco, KOC, ADNOC, PDO, Petrobras, ExxonMobil, Majors ■ Anadarko, Apache, Equinor, Petrobel, Qatar Petroleum, ENI, Qatar Petroleum, Occidenta |
Unconv. (Xtra HO, OS) Target market Retrofit offshore Reluctance smaller Ops Core market |
-201 000 445 000 -51 000 -143 000 251 000 |
Estimated market size of 84 USDbn, with a core market of 10 USDbn
1) Rystad Energy Commercial due diligence report
Offers a unique patented technology measuring multiphase fractions and salinity in real-time. Significant competitive advantage; price, weight, size and performance
| Revenues 2022: | NOK ~ | 4 million |
|---|---|---|
| EBITDA 2022: | NOK ~ | -9 million |
| Current NTG book value: | NOK ~ 195 million | |
| Total invested in Hammertech (100%): |
NOK ~ 152 million |
February 2023
Wavetrain System video presentation: https://youtu.be/eyx8vzdFfuA
Confidential and not for distribution
Reduce risk at hundreds of thousands of level crossings world wide
Wavetrain reduces risks cost-effective at level crossings
Confidential and not for distribution
Railway safety is a huge and growing market
Patented acoustic train detection systems for levelcrossings in the railway industry. CENELEC SIL2 certified – total system advantage due to much lower Capex and Opex for the operators
| Revenues 2022: | NOK ~ | 4 million |
|---|---|---|
| EBITDA 2022: | NOK ~ | -9 million |
| Current NTG book value: | NOK ~ 245 million | |
| Total invested in Wavetrain Systems(100%): |
NOK ~ 250 million |
CondAlign video presentation: https://youtu.be/ID3aHvVaV-Q
February 2023
CONFIDENTIAL
Revolutionizing how electronics are assembled
Radically improving the cost efficiency of thermal materials
Note: ¹) E-Align = Anisotropic conductive film («ACF» that offers electrical as well as mechanical bonding of components to flexible and rigid substances at room temperature),
²) TIM = Thermal interface materials used for heat transfer
…with a process that is designed for large scale industrial manufacturing
Smart label
LED
Display
Source: Company information
CONFIDENTIAL
In-mold electronics
Technology development with Tactotek Oy
Thermal Interface Materials (TIM) for battery packs in Electric Vehicles
"After reviewing various conductive films, BeFC identified CondAlign as the best option for attaching our paper biofuel cells to our flexible electronic tags. We are excited to start this journey to industrialisation together."
Source: Company information, BeFC
"Combining CondAlign's unique process with our materials, production capability, and market connections will allow us to rapidly develop some best in class new products and grow our presence in the Thermal Interface Material and thermally conductive adhesive markets."
– Jules Hammond, CEO BeFC –Phil Guy, General Manager Saint-Gobain Tape Solutions
Source: Company projections, cf. p. 40 for more details and key assumptions
Patented technology for use in conductive film/tape enabling a significant production efficiency in connecting electronics and transferring heat
| Revenues 2022: | NOK ~ 0,5 million | |
|---|---|---|
| EBITDA 2022: | NOK ~ -16 million | |
| Current NTG book value: | NOK ~ | 95 million |
| Total invested in CondAlign(100%): | NOK ~ 160 million |
RFID
Sensor Technology Nanomaterials Technology
Clean Technology
LED
Display
In-mold electronics
Disrupting the fast growing markets for disinfection
Note: 1Estimated annual average volume per project based on information from customers, 2 Production start as of when first project expected to materialise | Source: Customer estimates and CrayoNano assumptions Q4 2022 Financial Results CrayoNano AS | All rights reserved. Copyright 2021. Do not distribute without consent.
| Environmentally | Low power | Instant start | Compactness and | Longer | No heat |
|---|---|---|---|---|---|
| friendly | consumption | and stop | lightweight | lifetime | emitted |
UV-C disinfection dates back to 1910, and used on a bigger scale since the mid 1950s
Note: Segment splits are management estimates based on the Yole Development Report for 2020 | Source: Yole Development Report (2021) and management estimates Q4 2022 Financial Results CrayoNano AS | All rights reserved. Copyright 2021. Do not distribute without consent.
CrayoNano (~14% ownership – not consolidated, financial investment)
Next generation semiconductor company specializing in nanotechnology: Bringing the "worlds most cost-efficient" UVC LED for disinfection in its fab-lite model
| Revenues 2022: | NOK ~ | 8 million |
|---|---|---|
| EBITDA 2022: | NOK ~ -69 million | |
| Current NTG book value: | NOK ~ 76 million | |
| Total invested in CrayoNano(100%): | NOK ~ 320 million |
Sensor Technology Nanomaterials Technology Clean Technology
Hystorsys (100% owned by Hybrid Energy 31.12.2022) MossHydro2
Develops a unique metal hydride compressor for hydrogen with almost no moving parts and practically no noise or vibrations
| Revenues 2022: | NOK | part of Hybrid Energy |
|---|---|---|
| EBITDA 2022: | NOK | part of Hybrid Energy |
| Current NTG book value (2023): | NOK ~ 25 million |
Develops and produce filters specifically designed for industrial solutions and water treatment systems
| Revenues 2022: | NOK ~ | 19 million |
|---|---|---|
| EBITDA 2022: | NOK ~ | 1.5 million |
| Current NTG book value: | NOK ~ | 53 million |
Targets and valuations
Ownership adjusted financials* and based on organic growth only
* For illustration purposes only. Figures represents estimates of un-audited financial statements for the consolidated NTG group for the financial year 2022, as if the Acquisitions had occurred on 1 January 2022 (i.e., based on ownership 31.12.2022). ** Medium-term. Target based on management's targets, which are dependent on a number of factors outside of the Company's control. llustrative only, no indication of actual, expected or targeted EBITDA figures.
Note: For illustration purposes only: 1) Listed on OTC and Based on 60-day VWAP (Volume Weighted Average Price) in the period 01.12.22-31.01.23; 2) Third party valuation December 2022; 3) Acquisition cost January 2023,
Appendix: 2H 2022 Un-audited consolidated financials
| Condensed consolidated profit and loss statement | Unaudited | ||
|---|---|---|---|
| Amounts in TNOK | Note | 01.07.2022 - 31.12.2022 |
|
| Revenue | |||
| Revenue | 18 606 | ||
| Total revenue | 18 606 | ||
| Operating expenses | |||
| Cost of goods sold | 12 146 | ||
| Payroll expenses | 41 355 | ||
| Capitalized internally generated assets | -20 997 | ||
| Other operating expenses | 22 517 | ||
| Depreciation and amortization | 64 534 | ||
| Total operating expenses | 119 556 | ||
| Operating loss | -100 949 | ||
| Financial income and expenses | |||
| Other financial income | 1 407 | ||
| Other financial expenses | 3 679 | ||
| Net financial items | -2 272 | ||
| Net loss before tax | -103 221 | ||
| Tax on profit or loss | 2 205 | ||
| Net loss for the period | -101 015 |
| Unaudited | ||
|---|---|---|
| Amounts in TNOK | Note | 31.12.2022 |
| Non-current assets | ||
| Intellectual property rights and patents | 3 | 273 267 |
| Goodw ill |
3 | 402 628 |
| Property, plant and equipment | 3 | 24 222 |
| Investments in shares | 1 | 76 278 |
| Total non-current assets | 776 395 | |
| Current assets | ||
| Inventories | 10 112 | |
| Trade receivables | 3 866 | |
| Other receivables | 14 342 | |
| Cash and cash equivalents | 54 679 | |
| Total current assets | 82 998 | |
| Total assets | 859 393 | |
| Total equity | 2 | 714 597 |
| Non-current liabilities | ||
| Deferred tax | 1 | 22 254 |
| Liabilities to financial institutions | 18 864 | |
| Other non-current liabilities | 16 898 | |
| Total non-current liabilities | 58 016 | |
| Current liabilities | ||
| Liabilities to financial institutions | 32 602 | |
| Trade payables | 11 941 | |
| Public duties payable | 6 169 | |
| Other current liabilities | 36 068 | |
| Total current liabilities | 86 780 | |
| Total liabilities | 144 796 | |
| Total equity and liabilities | 859 393 |
| Unaudited | |
|---|---|
| 01.07.2022 - | |
| Amounts in TNOK | 31.12.2022 |
| Cash flow from operating activities | |
| Loss before tax | -103 221 |
| Depreciation and amortization | 64 534 |
| Change in inventory | -526 |
| Change in trade receivables | 3 562 |
| Change in trade payables | -1 046 |
| Change in other accrual items | -1 807 |
| Net cash flow from operating activities | -38 503 |
| Cash flow from investing activities | |
| Aquisition of property plant and equipment, and intangible assets | -16 422 |
| Investments in subsidiaries | -25 424 |
| Net cash flows from financing activities | -41 847 |
| Cash flow from financing activities | |
| Change in long-term debt | 2 270 |
| Change in short-term liabilities to financial institutions | 1 284 |
| Net proceeds from share issuance | 94 460 |
| Purchase of ow n shares |
-1 066 |
| Net cash flows from financing activities | 96 948 |
| Net change in cash and cash equivalents | 16 598 |
| Cash and cash equivalents at the start of the period (30.06.2022) | 38 081 |
| Cash and cash equivalents at the end of the period | 54 679 |
| Note 1 - General information and accounting principles | Note 1 - General information and accounting principles |
|---|---|
| Intangible assets | |
| General information | Direct development costs are capitalized to the extent that a future economic benefit related to the development |
| On July 1, 2022, Nordic Technology Group AS closed the transactions for the structure of the NTG Group, | of an identifiable intangible asset can be identified and the expenses can be measured reliably. Capitalized |
| including acquisition of shareholdings in the follow ing companies w ith the follow ing ow nership percent: |
development is depreciated on a straight-line basis over its expected useful life. Internal development of |
| - Hybrid Energy AS (96,3%) | intangible assets is show n on a separate line in the profit and loss statement. Received grants associated w ith |
| - Hystorsys AS (indirectly 96,3%) (Hystorsys AS is ow ned 100% by Hybrid Energy AS) |
capitalized development is recognized as a reduction in the investment cost. |
| - CondAlign AS (50,5%) | |
| - Wavetrain Systems AS (83,6%) | Goodwill |
| - MossHydro AS (89,9%) | Minority interests share of goodw ill from the purchase price allocation have not been recognized. |
| - Hammertech AS (87,8%) | |
| - CrayoNano AS (14,6%) | Tax |
| Recognized deferred tax assets have been netted against the deferred tax liability from the purchase price | |
| The transactions w ere completed w ith an acquisition price of MNOK 689, of w hich MNOK 664 w as settled |
allocation on a company level. |
| through issue of shares in the company and MNOK 25 sellers credit w hich w as paid in cash in July. |
|
| Cash flow statement | |
| In addition, the company completed a private placement of shares raising gross MNOK 102 in cash, net MNOK 94. | The cash flow statement has been prepared using the indirect method. Cash and cash equivalents consist of |
| cash, bank deposits and other short-term, liquid investments. | |
| Basis for preparation and accounting principles | |
| The condensed consolidated financial statements comprise of the preliminary financial statements for the Group | Going concern |
| companies set out above, expect for the investment in CrayoNano AS w hich have been recognized at |
The condensed interim financial statements have been prepared assuming the company w ill continue as a going |
| acquisition cost from the transaction. The condensed financial statements have not been audited. | concern. |
| The condensed financial statements has been prepared based upon a preliminary purchase price | |
| allocation. In the final PPA, fair values, deferred tax assets and liabilities and goodw ill, including useful lives and |
|
| depreciation methods, may differ significantly from those set out in this preliminary PPA. | |
| IPR and | ||||
|---|---|---|---|---|
| patents | Goodwill | PPE | Total | |
| Group establishment 01.07.2022 | 275 647 | 447 364 | 25 218 | 748 229 |
| Additions, including public grants (Skattefunn) | 15 063 | 1 359 | 16 422 | |
| Depreciation and amortization | -17 442 | -44 736 | -2 355 | -64 534 |
| Book value as of 31.12.2022 | 273 267 | 402 628 | 24 222 | 700 117 |
| Expected useful life | 5-10 years | 5 years | 3-10 years |
In January 2023, NTG sold its 96.8% ow nership in Hybrid Energy AS (excluding its 100% ow ned subsidiary Hystorsys AS). NTG received net cash of around NOK 77 million from the transaction and w ill in Q1 2023 record a gain of > 2x the current book value of around NOK 44 million
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