Annual Report • Mar 20, 2024
Annual Report
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| About Capsol Technologies | |
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| Responsibility statement | |
| ESG reporting | |
| Introduction | |
| SDGs | |
| Environmental | |
| Social | |
| Governance | |
| Risk management | |
| Financial statements | |
| Consolidated financial statements | |
| Audited financial statements 2023 Capsol Technologies ASA | |
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Capsol Technologies is a carbon capture technology provider with a goal to accelerate the transition to a net zero future. The company's energy-efficient, cost-competitive, and environmentally friendly solutions are licensed out either directly to customers or through industrial partners globally. Key segments include cement, biomass, energy-from-waste and gas turbines.
Capsol is targeting significant long-term value creation with a scalable model and an ambition of 5-10% technology licensing market share in 2030, EUR 7-12 in licensing revenue per tonne installed capacity and 40-60% pre-tax profit margin. Capsol Technologies is listed on Euronext Growth Oslo, Norway (ticker: CAPSL).
Carbon capture is essential for achieving UN emission goals and we are currently in the early phase of a booming market.
Capsol has developed a cost-competitive solution with a carbon capture and heat recovery system in one, offering superior efficiency and HSE performance.
During 2023, Capsol experienced accelerating commercial traction in key segments and emerged as a competitive solution for cement.
The company has a highly scalable licensing business model that can potenially generate EUR 5-10 million pre-tax profit per project.
Capsol is fast-tracking a first-of-a-kind gas turbine solution which is developed and commercialised together with GE Vernova and other globally leading partners.
After having established a strong presence in Europe, Capsol is expanding to North America in 2024 by opening an office in the US, the world's largest CCS market.
| 2023 | 2022 | 2021 | |
|---|---|---|---|
| Amounts in NOK million | |||
| Total operating income | 34.2 | 10.8 | 0.1 |
| Pre-tax profit | -43.4 | -34.4 | -25.3 |
| Net cash flow from operating activities | -4.9 | -32.0 | -14.6 |
| Net cash flow from investing activities | -51.3 | -22.1 | -3.0 |
| Net cash flow from financing activities | 39.2 | 30.6 | 101.9 |
| Cash and cash equivalents at the end of the period | 41.6 | 61.6 | 85.1 |
"The market for carbon capture is accelerating now. Together with our customers and partners, we're building a leading global carbon capture company.
The consequences of global warming were seen last summer, with July being the hottest month ever recorded in human history. To quote UN Secretary-General António Guterres: "It is still possible to limit global temperature rise to 1.5 degrees Celsius, but only with immediate, dramatic climate action".
In any emissions target scenario, accelerated CCS deployment is required. For example, in IEA's Net Zero Emissions Scenario the capacity needs to grow from 50 million tonnes CO₂ of installed capacity today to 1 200 million tonnes by 2030, implying that a minimum of EUR 10 billions of carbon capture technology capex must be sanctioned in the period according to our estimate.
In December 2023, the COP28 Summit recognised carbon capture as a key technology to achieve deep, rapid and sustained GHG emissions reductions. Going forward, we expect governments around the world to implement further "carrots" (tax credits and subsidies) and "sticks" (carbon pricing mechanisms) to support decarbonisation.
The Inflation Reduction Act (IRA) has already been a major contributor to increased project activity in the US, while the EU's Carbon Border Adjustment Mechanism (CBAM) has proven to be a powerful driver for carbon capture in the cement industry.
As we entered 2023, Capsol Technologies had all the main building blocks in place to grow the company into a global carbon capture technology leader. During the year, we experienced accelerated commercial traction with our sales pipeline doubling to 55 million tonnes CO₂ (for comparison, Norway's total CO₂-emissions were 32.1 million in 2022). At the same time, we increased our market opportunity by expanding the product offering and geographical footprint.
In May 2023, the name was changed to Capsol Technologies to reflect that the company had moved from offering one carbon capture solution to a portfolio of technologies based on a continuously growing base of patents.
I joined the board in September 2023 and took over as CEO on 15 February 2024. Throughout my industrial career, I have always worked with technology and I'm excited about Capsol's carbon capture solutions, with its integrated heat recovery system which makes it highly energy-efficient, cost-effective and safe.
With a scalable technology platform, a highly competent and motivated organisation and world-leading partners, Capsol is positioned to capture a significant share of the rapidly growing market for carbon capture and deliver long-term value creation.
Capsol's patented process for re-using heat, which can result in 40% lower capture costs compared to other mature carbon capture solutions, offers a strong value proposition for our target industries in combination with our integration and HSE advantages.
In total, these industries account for an estimated 43% of installed CO₂ capture capacity in 2030. We are focusing our resources and leveraging our competitive advantages to become the preferred technology provider in our target segments.
Wendy Lam, CEO of Capsol Technologies ASA
During the year, we expanded the number of mature projects (engineering, CapsolGo® and licensing agreements) from 7 to 25, with the combined potential capacity increasing from 2.6 million tonnes of CO₂ to 13 million tonnes of CO₂. If all of these projects were to be realised with our technology, the licensing revenues would be between EUR 90 and 155 million based on a licensing fee of 7-12 EUR per tonne.
From Q2 2024, we will have three CapsolGo® units in operation with a capacity to capture 3 000 tonnes of CO₂ per year and add 15 000 operation hours per year. The demonstration units provide valuable insights for our customers, helping them accelerate their investment decisions. Combined, the demonstration campaigns and engineering studies make our current business model self-funded with licensing revenue providing additional upside.
Based on market demand, we have expanded our technology offering by adding liquefaction to our newest CapsolGo® demonstration units and developing the industry's first economically viable capture technology for gas turbines, CapsolGT®.
As per our strategy of scaling together with global partners, we are commercialising CapsolGT® together with the world's leading gas turbine suppliers, for example GE Vernova.
Last year we opened the first international office, in Berlin, Germany, which already has yielded results with new projects and partners, and we have our first UK dedicated hire. In 2024, we will open a US office to serve the world's largest CCS market including Canada, prompted by commercial traction and advanced partner discussions.
The US presence is expected to increase Capsol's serviceable market. For the US alone, the market is 130 million tonnes in planned CO₂ capacity by 2030 of which 41% is considered core Capsol markets.
Our long-term ambition is a top three position in our target segments by 2030 and a 5-10% carbon capture technology licensing market share globally.
To realise our long-term ambitions, our focus in 2024 will be on strengthening our ties with target industries, expanding our global partnerships and establishing a position in North America.
With a scalable technology platform already in place, we have a strong foundation for delivering on our vision of accelerating the transition to a net zero future. "
According to IEA's net zero emissions scenario, carbon capture capacity needs to grow by 50% annually to 1.2 billion tonnes of CO₂ per year by 2030 and reach 6.1 billion tonnes of CO₂ per year by 2050. In 2023, over 500 carbon capture projects were operational or in development with a record number of projects maturing to the next phase, of which 75% of operating and planned capacity is in North America and Europe. Still, an accelerating capacity build-out is needed to limit global warming.
Key market drivers are rising costs of CO₂ emissions due to regulations like carbon taxes, along with government incentives making carbon capture more attractive. In addition, increased market activity is expected to be supported by the development of operationally robust carbon capture technologies, a developing carbon capture value chain that can facilitate capacity growth, and industrial scaling that reduces cost through both standardisation and economies of scale.
"earlier deployment of carbon capture". With the 90% reduction target by 2040 approximately 280 million tonnes of CO₂ will have to be captured by 2040 and around 450 million tonnes by 2050. In addition, the EU has continued the support for CCUS through regional funding programs such as the Connecting Europe Facility (CEF), the Innovation Fund and revisions to cross-border regulations to include CO2 storage.
EU's Carbon Border Adjustment Mechanism (CBAM) entered into application in its transitional phase on 1 October 2023. Once fully phased in, from 2026, EU importers of cement will have to pay allowances equivalent to the EU ETS expressed in EUR per tonne, while at the same time EU domestic producers will lose the "free" emission allowances. As a result, cement producers in the EU and cement producers exporting to the EU will be fully exposed to the EU cost of CO₂ emission. With an ETS price of 100 EUR/tonne CO₂ and estimated CO₂-emissions of 0.6 tonne CO₂/ tonne cement produced, the cost of imported cement would increase by 60%.
Carbon capture enables industrial facilities to remove carbon dioxide from their production process flue gases, thus preventing the CO₂ from being emitted into the atmosphere. In 2023, an unprecedented number of CCS projects were moved forward globally.
In North America and Europe, demand is fueled by new incentives. US' Infrastructure Investment and Jobs Act from 2021 included USD 12 billion to be spent on CCS over five years, while the Inflation Reduction Act (IRA) from August 2022 increased the tax refund from 50 to 85 USD per tonne of CO₂ for carbon emissions captured and stored from industrial facilities and power plants. It is estimated that in the US alone 130 million tonnes of CO₂ capture capacity is needed by 2030, where 41% is in Capsol's target industries.
Canada has set a price on CO₂ emissions, rising from CAD 65 per tonnes today to CAD 174 per tonne in 2030, and has introduced a 50% investment tax credit to support post-combustion CCUS projects, making it one of the most attractive carbon capture regimes in the world.
Europe is already home to the world's largest emissions-trading system and on 6 February 2024, the European Commission launched its net zero industrial carbon management strategy with an emission reduction target of 90% by 2040
GO BACK Capsol Technologies Annual Report 2023
Capsol's technology platform delivers superior performance throughout the entire CO₂ capture process, ensuring safe operations and industry-leading capture costs.
Capsol Technologies has a portfolio of proven and patented carbon capture solution for energy-efficient post-combustion CO₂ capture. As an early mover in the emerging carbon capture market, the company is currently one of only a few businesses globally with a commercialised solution.
The carbon capture process with heat recuperation is applicable to all CO₂-intense industries, and the chemistry is industry-proven in hundreds of plants for pre-combustion, primarily in the chemical process industry.
Capsol's integrated waste heat and energy recovery results in significantly lower energy consumption than comparable technologies.
The capture unit can run on electricity only and there is no need to build an additional boiler for steam production. The electrical energy consumption is between 0.7 and 1.5 GJ/tonnes of CO₂ captured, depending on the composition and temperature of the flue gas.
As energy typically accounts for 60-75% of the operational costs of a carbon capture plant, and CapsolEoP® uses 40-50% less energy than other technologies, Capsol's low energy demand reduces the capture cost by 20-30% per tonne CO₂.
If the plant is connected to a district heating network, the thermal power export from the heat recuperation to the district heating network further increases the efficiency of the process.
Capsol's pressurised absorber design uses less plot space than competing technologies, and the stand-alone solution allows for easy retrofit and requires no modifications or downtime at parent plant during installation, commissioning or maintenance.
By using well-known components which already are in use in thousands of plants globally, commissioning can be done within 18-24 months.
The Capsol carbon capture unit utilises the non-toxic and inexpensive solvent Hot Potassium Carbonate (HPC), a common mixture in the food industry which is readily available.
The cost of potassium carbonate is about EUR 0.25 per tonne of CO₂ captured, and the solvent's superior HSE performance eases permitting and limits supply chain risks.
Capsol's solutions are considered highly competitive in the carbon capture space. In 2022, Capsol was awarded a technology licensing agreement for what will be Europe's first large-scale carbon capture plant with negative emissions where biogenic CO₂ is captured and stored and removed from the natural carbon cycle. In 2023, the company signed a frame license agreement with a large European utility with several waste-to-energy (WtE) and biomass plants (BECCS - bioenergy with carbon capture and storage).
The development of Capsol's proprietary technology for post-combustion CO₂ capture is based on two decades of development and experience. The first successful tests of the technology were performed in 2008 at the Värtan combined heat and power (CHP) plant in Stockholm, Sweden.
To date, five successful pilots and CapsolGo® demonstration campaigns have been executed with 9 000+ operational hours, >99% uptime and 90-95% capture efficiency validating the technology. The technology can capture a wide range of flue gases, with CO₂ concentration levels from 3-30%, while the CO₂ purity of the dried gas is more than 99%, meeting storage and utilisation requirements.
CapsolGo®
Mobile demonstration unit with all-inclusive service package.
Accelerate investment decision forfull-scale carbon capture plant
up to 700 tonnes CO2/year
According to demonstration test matrix, up to 95%+
Demonstration projects for cement, biomass, energy-from-waste (EfW), power generation and large industrial facilities
Two units currently in operation in Germany, one in construction to be deployed Q2 2024 in the Nordics
CapsolEoP®
A full capture solution for CO2-emitting industries
Offer an attractive solution for large-scale industrial CO2-emitters
100 000+ tonnes CO2/year
90-95%+
Cement, biomass, energy-from- waste (EfW), power generation and large industry facilities
Technology license agreement with Stockholm Exergi for a Bioenergy Carbon Capture and Storage (BECCS) project. Final Investment Decision (FID) targeted Q1 2024. Frame license agreement with large European utility with several waste-to-energy (WtE) and biomass plants (BECCS)
Carbon capture solution for gas turbines in open cycle application 4-100+ MWe
Offer an affordable solution for open-cycle gas turbine facilities with low CO2 concentration
12 000 - 400 000+ tonnes CO2/year
Gas power plants (used for electricity production or other industrial purposes). Brought to market together with leading gas turbine suppliers, for example GE Vernova
Awarded Pre-FEED study by a leading gas turbine provider
Description
Rationale
Capacity
Target segments
Contracts won
Project specific capture rate typically
In July 2022, Capsol Technologies signed a license agreement for Europe's first large-scale negative emissions plant with Stockholm Exergi
Stockholm Exergi provides power, district heating and cooling. The plant will make Stockholm the first carbon neutral capital of the world. The project is supported with EUR 180 million from the EU Innovation Fund. Capsol's technology was selected as the preferred solution due to highly competitive economics and ease of installation. Full-scale deployment of 800 000 tonnes of CO₂ per year.
15 years' experience as advisor and executive in the energy and shipping sectors. Engineering degree, MSc in Supply Chain Management, MBA Finance, Authorised Financial Analyst (CEFA).
20 years' experience in communications & media. Moderator and lecturer on the topic of solutions to climate change. MSc in Meteorology.
10 years' in Business Development, Complex Sales and Marketing and 15 years in energy sector. BA in Geology and Environmental Science, University of Pennsylvania.
10 years at Siemens, including lead commissioning engineer and project manager. BSc Engineering Berlin University of Applied Sciences and MBA London Business School. Philipp Staggat Chief Product Officer
20 years of experience from Shell, SPT Group and the Norwegian Ministry of Petroleum and Energy (Carbon Capture and Storage). PhD in Mechanical Engineering from NTNU.
Ingar Bergh Chief Financial Officer
Tone Bekkestad Chief Marketing Officer
Johan Jungholm Chief Commercial Officer
Wendy Lam Chief Executive Officer
20 years of global leadership experience from international companies such as Baker Hughes, Rolls-Royce and GE. Education from INSEAD, University of Waterloo and University of Toronto.
40 years of experience in management and board positions. Education from the Royal Naval Accademy including extra Master certification, the Norwegian Business School and Harvard Business School.
Extensive career as a top executive with strong results from national, international, and listed companies. MSc in Chemistry/Chemical Engineering from NTNU.
Extensive career within energy, renewables, sustainability. MSc in industrial engineering and finance from NTNU and University of New South Wales, (UNSW).
Largest investor with long experience from shipping and private companies. Education in economics at the University of Cambridge.
Extensive experience from executive positions within finance, strategic business development and private equity. Education from Boston University MBA from Solvay University; executive training from INSEAD and Harvard Business School.
Extensive international career as a top executive within oil and gas, Chairman of Svante Inc. BSc in Mechanical Engineering from University of Manitoba.
John Arne Ulvan Member of the board
Capsol Technologies is a carbon capture technology provider located in Oslo, Norway with a goal to accelerate the transition to a net zero future. The company's energy-efficient, cost-competitive and environmentally friendly solutions are licensed out either directly to customers or through industrial partners globally. Carbon capture enables industrial facilities to remove carbon dioxide (CO₂) from its production process flue gases, thus preventing the CO₂ from being emitted into the atmosphere. The captured CO₂ can either be utilised or permanently stored. The carbon capture market is experiencing increased activity and is expected to grow rapidly driven by the world's need to curb CO₂- emissions, limit global, and avoid irreversible climate change. Capsol's solutions offer three distinct advantages:
Capsol focuses on industries where it has superior value propositions, including cement, biomass, energy-from-waste and gas turbines.
Capsol is targeting significant long-term growth and value creation with a scalable technology licensing model. The company's ambition is a 5-10% carbon capture technology licensing market share in 2030, EUR 7-12 in licensing revenue per tonnes installed capacity and a 40-60% pre-tax profit margin. Capsol's strategy is to focus on hard-to-abate industries where its solutions have significant competitive advantages, and engage in partnerships with leading companies globally to further improve value propositions and extend reach.
For 2024, the company's strategic focus across functions is as follows:
Strategy: Optimise business model and expand strategic partnerships discipline
Technology: Continue to develop and protect cost advantage to ensure long-term competitiveness
increase revenue per project
ensure access to viable projects
model to convert more opportunities to sales
global scale-up, as is the uplisting of the company to the main list on the Oslo Stock 2024, to widen access to investors internationally.
for the uplisting.
Strong commercial traction, expanded geographical footprint and new partnerships:
On 12 February 2024, Capsol Technologies was awarded its first engineering study for CapsolGT® – a first-of-a-kind solution for capturing CO₂ from open-cycle gas turbines – with the aim to create a standardised design outlining commercial details and technical performance for deployment in North America and the Middle East.
On 14 February 2024, Capsol announced a new collaboration with Munters AB, a global leader in energy efficient air treatment and climate control solutions, with the aim to further enhance the efficiency and effectiveness of Capsol's proprietary process for capturing CO₂ from industrial emissions.
Effective 15 February 2024, Wendy Lam was appointed CEO of Capsol Technologies, replacing Jan Kielland who will continue to advise the company in a transition period.
On 16 February 2024, Capsol completed a private placement raising gross proceeds of NOK 88.27 million to finance strategic initiatives within new markets, new solutions and new revenue streams. The private placement represented a deviation from the shareholders' pre-emptive right to subscribe for and be allocated the offer shares. As stated in the stock exchange release of 16 February 2024, the board carefully considered the private placement in light of equal treatment regulations and concluded that it was in the common interest of the company and its shareholders to deviate from shareholders' pre-emptive rights. As part of the consideration was the availability of shares in the market at prices below the offer price before and after the private placement was launched, and that the application period provided ample time for shareholders to participate.
Capsol Technologies is continuously investing in R&D to strengthen its product portfolio to meet large emitters' needs.
CapsolGo® is a mobile carbon capture demonstration unit designed to accelerate emitters' investment decisions, offering many advantages, including the opportunity to verify Capsol's technology effectiveness on the emitters' facilities before investing in a full-scale plant. CapsolGo® is also a powerful tool to demonstrate safe carbon capture to various stakeholders.
CapsolGo® is provided with an all-inclusive package, transport, installation, de-installation, operation, and reporting by an independent party.
In 2023 the first CapsolGo® with a liquefaction unit went into operation. By the end of 2023, two CapsolGo® units were operational in Germany and a third unit was being built for deployment in Q2 2024; this will be the second with liquefaction testing capabilities
Building on the CapsolEoP® technology, the company has developed a highly energy-efficient solution for capturing CO₂ from gas turbines named CapsolGT®.
Building on the CapsolEoP® technology, the company has developed a highly energy-efficient solution for capturing CO₂ from gas turbines named CapsolGT®.
CapsolGT® is developed and promoted together with two out of three of the leading gas turbine producers of the world. Based on initial studies, CapsolGT® has the potential to make carbon capture from gas power plants profitable for their owners. Specifically, in the US, the cost of capture, transport and storage with Capsol's solution can come in below the USD 85 per tonne offered as 12-year tax credit support for projects with start of construction within 1 January 2026.
CapsolGT® replaces the traditional steam cycle, reduces complexity, and introduces carbon capture as a revenue source. The solution can be applied to a variety of industrial applications, such as gas engines, diesel generators and other industrial facilities where hot waste heat streams can be utilised.
Part of the proceeds from the private placement in February 2024 will be directed at fast-tracking the deployment of CapsolGT®. The company is working towards presenting the results of its first pre-FEED study to gas turbine operators and project developers in Q2 2024.
Capsol Technologies' long-term organisational strategy is to be a center of excellence in the carbon capture space. The strategy entails a company culture promoting ambitions, enthusiasm and innovation carried out honestly and respectfully.
Capsol strengthened its organisational presence and capacity, and recruited key personnel in 2023. This included the opening of an office in Berlin, Germany, and the first hire dedicated to the UK market. At the end of 2023, Capsol Technologies had a total of 21 employees and two contractors. The strengthening of the organisation will continue in 2024. Capsol is strongly committed to the principles of non-discrimination and equal opportunity, which are reflected in the organisation. 33% of the employees are women, 17% of leadership roles are women, the workforce consists of ten nationalities witha range of competencies. The company's main office and center of operations is in Oslo, Norway.
At the Extraordinary General Meeting of Capsol Technologies on 27 September 2023, Ellen Merete Hanetho and Wendy Lam were elected new board members. On 4 January 2024 the board appointed Wendy Lam as new CEO of Capsol Technologies effective of 15 February 2024 at which point she resigned as a member of the board of directors. Lam brings over two decades of global executive leadership experience from major international and listed industrial companies, including Baker Hughes, Rolls-Royce, and GE. Lam has a proven track record of driving growth, developing strategic partnerships, and commercialising new technologies worldwide.
Capsol Technologies' vision is to accelerate the world's transition to a net zero future, and do so by delivering energy-efficient and safe carbon capture technologies. As such, the company's business contributes to the United Nations' Sustainable Development Goals (SDGs), specifically the SDG 13 "Climate Action" goal. Capsol performed its first materiality assessment in 2022. The materiality assessment was linked to how the company is impacted by and can impact the UN SDGs. More information on the company's sustainability work can be found in the ESG Reporting chapter of the Annual Report.
Capsol Technologies is committed to creating value for all its stakeholders and considers high standards for corporate governance vital to its ability to do so.
The company's corporate governance follows Norwegian law and the Norwegian Code of Practice for Corporate Governance established by the Norwegian Committee for Corporate Governance ("NUES") on October 14, 2021. There are no significant deviations between the recommendation and Capsol Technologies' practices.
Capsol's Code of Business Conduct and Ethics (the "Code") is the foundation and key governing document for the company's business conduct and guides the behaviour to ensure that all employees and business partners act with the utmost care and absolute integrity. The Code sets minimum standards for ethical behaviour, performance, and adherence to the company policies, ensuring that all employees conduct business sustainably in accordance with ethical standards, applicable laws, regulations, and good corporate governance in the countries where Capsol operates.
The company's Code is read and signed by all employees available at https://www.capsoltechnologies.com/investors.
The company has a directors & officers (D&O). Liability insurance for its board of directors and officers. The D&O Liability insurance provides financial protection for claims that may arise for decisions and actions taken within the scope of members of management and board ordinary duties, with a coverage per insurance event of up to NOK 10 million.
The board of directors is responsible for ensuring that Capsol Technologies has sound internal control and systematic risk management that is appropriate to the nature of the company's activities.
On an annual basis, a detailed review of the company's most important areas of risk exposure is carried out to proactively mitigate the potential impact on the company's business plans, operational performance, financial results, and financial solidity.
Although risk is managed and mitigated systematically, the company is operating in a global market that is influenced by CO₂ taxes, government subsidies, customer preferences and willingness to adapt to new technologies and solutions; the introduction of new technologies, products, and services by others; changes in regulation; and other market conditions, in addition to internal factors such as operational and financial risks.
For further details about Capsol Technologies' risk management and mitigating actions, please refer to the risk section of the ESG chapter.
Capsol Technologies ASA's audited consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS). The financial statements cover the period 1 January 2023 to 31 December 2023.
In the period, Capsol's total operating revenue was NOK 34.1 million, up 215% from NOK 10.8 million in 2022. The revenue growth was driven by increased demand for CapsolGo® demonstration campaigns in Germany and engineering studies primarily in Europe.
Total operating expenses were NOK 75.6 million, up 67% from NOK 45.3 million, driven by investments in growth and cost of delivering increased revenues. The majority of the costs were personnel expenses of NOK 37.4 million, of which NOK 6.9 million was related to cost recognition of the company's employee share option program.
Net financial loss amounted to NOK 1.9 million, compared to a gain of NOK 0.1 million in 2022, primarily driven by financing costs related to green loans for CapsolGo® demonstration units.
Net loss was NOK 43.4 million, up from NOK 34.4 million in 2022, due to an increase in operational activity to position the company in a fast-growing market.
Total assets as of 31 December 2023 were NOK 145.7 million (NOK 102.3 million in 2022). NOK 7.3 million was intangibles related to patents and other intellectual property, and NOK 67.2 million was plant and equipment primarily relating to investments in CapsolGo® demonstration units. The company held NOK 41.6 million in cash (NOK 61.6 million). Total receivables were NOK 19.1 million (NOK 10.5 million).
Total liabilities were NOK 111.8 million (30.6), of which short term liabilities was NOK 60.0 million. Total debt to financial institutions, mainly to finance the CapsolGo® program, was NOK 63.7 million.
Net cash flow from operating activities ended at NOK -4.9 million (NOK -32.0 million). The absolute and relative improvement on operating cash flow relates mainly to changes in working capital from operating activies.
Net cash flow from investing activities was negative by NOK -51.3 million, mainly reflecting investments in CapsolGo® demonstration units. Net cash flow from financing activities was NOK 39.2 million, primarily proceeds from the issuance of new long-term liabilities, the green loan facility with DNB.
The net change in cash and cash equivalents during the period was NOK -17.0 million (NOK -23.6 million).
The financial statements for the parent company are prepared in accordance with Norwegian generally accepted accounting principles (NGAAP). Capsol Technologies ASA increased its revenue from NOK 10.8 million in 2022 to NOK 35.8 million in 2023 due to growth in CapsolGo® campains, and had a net loss of NOK 43,2 million in 2023 (NOK 34,4 million in 2022), mostly due to an increase in personnel expenses, cost of materials as well as other operating expenses.
Total assets as of 31 December 2023 were NOK 137,9 million (NOK 103 million in 2022). The book value of intangible assets was NOK 7.3 million, while plant and equipment counted for NOK 69.8 million, mainly related to the CapsolGo® demonstration units. Cash at year end was NOK 41.4 million. The equity position at year end was NOK 34.0 million, equivalent to an equity ratio of 25%. Long term debt increased from NOK 23.0 million in 2022 to NOK 63.7 million in 2023, because of new green loans established in 2023. Short term debt increased from NOK 8.6 million in 2022 to NOK 40.2 million in 2023, primarily due to unearned income from CapsolGo® contracts and an increase in trade creditors.
Net cash flows from operating activities were NOK -8.1 million, while net cashflows from investment activities were NOK -52.5 million due to investments in CapsoGo® demonstration units. Cash flows from financing activities were NOK 40,7 million. The net cash flow was NOK -19,9 million in 2023 (NOK -23,5 million in 2022).
Capsol Technologies ASA had a net loss of NOK 43 243 365 from 1 January to 31 December, 2023. The company is currently in a growth phase and is not in a position to pay out dividends based on the 2023 result. For Capsol to meet its long-term goals, maximise impact and shareholder value creation, the company will prioritise investing in growth over dividends in the near to medium term.
The board of directors proposes the net loss to be allocated to retained earnings.
The geopolitical environment in Europe and the rest of the world has remained unstable throughout 2023. While the Russian invasion of Ukraine in February 2022 and the European and American sanctions against Russia have had no direct impact on Capsol's business, it has had negative effects on the global economy including increased inflation levels. In isolation, this has led to CCS projects becoming more expensive. Additionally, rising interest rates have increased companies' cost of capital.
During 2023, these effects have been offset by advances in technology and value chain, reducing the cost of carbon capture and shortening lead times, as well as strengthened global carbon capture incentives. Combined, this contributed to increased demand for Capsol's solutions.
The company is continuously monitoring and will continue to take measures to mitigate any negative impacts for the company, notably through allocating its resources to the industries and projects where its solution is most attractive. However, there is a risk that negative effects on the global economy may impact the development and speed of implementation of CCS facilities, which in turn may have a negative effect on the company.
Wendy Lam Chief Executive Officer
Endre Ording Sund Chairman of the board
John Arne Ulvan Member of the board
Monika Inde Zsak Member of the board
Einar Christian Lange Member of the board
Oslo, 20 March 2024 The board of Capsol Technologies ASA
Oslo, 20 March 2024 The Board of Capsol Technologies ASA
Endre Ording Sund Chairman of the board
Einar Christen Lange Member of the board
John Arne Ulvan Member of the board
Wayne Thomson Member of the board
Monika Inde Zsak Member of the board
Ellen Merete Hanetho Member of the board
Wendy Lam Chief Executive Officer
The board and Chief Executive Officer have today considered and approved the Annual Report and financial statements for Capsol Technologies ASA for the year ended 31 December 2023. The board has based this declaration on reports and statements from the company's Chief Executive Officer, Chief Financial Officer and on the results of the company's activities, as well as other information that is essential to assess the company's position which has been provided to the board of directors.
The financial statements for 2023 for Capsol Technologies ASA have been prepared in accordance with all applicable accounting standards. The information provided in the financial statements gives a true and fair portrayal of the group and its parent company's assets, liabilities, profit and overall financial position as of 31 December 2023. The Annual Report provides a true and fair overview of the development, profit and financial position of Capsol Technologies ASA, as well as the most significant risks and uncertainties facing the company.
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Capsol Technologies aims to be a leading provider of energy-efficient and safe technologies for carbon removal for large-scale emitters of CO₂, targeting a long-term 5-10% market share in carbon capture technology licensing, EUR 7-12 in technology licensing revenue per tonnes of capacity installed and 40-60% pre-tax margin.
According to IEA's path to net zero, Capsol estimates a potential EUR ~62 billions of carbon capture technology capex to be sanctioned, by 2050.
Capsol help customers align with the Paris Agreement and a carbon neutral future by offering carbon capture solutions for hard-to-abate industries like waste-to-energy, biomass, cement and gas turbines, creating long-term value for our customers, shareholders, society, and the environment.
Capsol is committed to develop its business in accordance with the UN Sustainable Development Goals (SDG) and the Paris Agreement, with an overall vision of accelerating the world's transition to a net zero future. Contributing towards the UN Sustainability Development Goals (SDG) through climate change mitigation solutions are at the core of Capsol's business and an important commitment to society at large.
There are 17 global goals at the heat of the UN's 2030 Agenda for Sustainable Development which was adopted by the United Nations General Assembly in 2015 to provide a shared blueprint for peace and prosperity for people and the planet, now and into the future.
Capsol performed its first materiality assessment in 2022. The materiality assessment was linked to how we are impacted by and can impact the UN SDGs. The materiality assessment was conducted through a survey sent to Capsol Technologies' key stakeholders to help identify and prioritise the most important material topics for the company.
Based on this, the company identified six SDGs most material to the company:
Key stakeholders for Capsol Technologies are customers, partners, shareholders, and employees. Capsol's customers are key to drive sales. Partners are essential in the day-to-day operations. Shareholders are key in providing funding for operations, as well as incentivising innovation and driving sustainability. Finally, high quality employees are essential for the success of the company.
"Ensure access to affordable, reliable, sustainable, and modern energy for all".
Capsol provides solutions that enable production of low carbon energy through carbon removal from cement, biomass, energy-from-waste and gas turbines.
"Build resilient infrastructure, promote inclusive and sustainable industrialisation and foster innovation".
Capsol develops and delivers innovative, energy-efficient and cost competitive carbon removal solutions for heavy industries, hard-to-abate sectors and large-scale CO₂-emitting industries helping them to reduce emissions and reach their sustainability goals. Capsol is continuously working to improve the technology, make it more energy-efficient and develop new patents to reach more markets.
"Ensure sustainable consumption and production patterns".
Capsol is working with the supply chain to create a circular design mindset and responsible sourcing of energy and materials to reduce waste and ensure sustainable consumption.
"Take urgent action to combat climate change and its impacts"
– is at the core of Capsol's business. Combatting climate changes is a key part of our long-term strategy by offering energy-efficient, safe and environmentally friendly carbon capture solutions to hard-to-abate, large-scale CO₂-emitting industries to reduce emissions and reach net zero emission goal.
The company considers four of the SDGs as where it believes it may have the most impact
As a provider of technology that mitigate climate change through CO₂ emission removal from industries like cement, biomass, energy-from-waste and gas turbines, managing the company's own environmental footprint and working towards minimising the footprint of the production of our CapsolGo® demonstration units, are areas selected as strategic targets with regards to environmental and climate impact. This report marks the second time Capsol Technologies has undertaken climate accounting for the company, which is done in accordance with the Greenhouse Gas (GHG) Protocol.
0 tCO₂e (tonnes CO₂ equivalents)
Electricity usage in the company's office space (43 620 kWh) for the period January-June 2023 contributed to indirect energy emissions of 0.35 tCO₂e. In June 2023, the company moved to Thune Eureka - a new, modern BREEAM certified office building using geothermal heat for heating of the building in addition to several other energy-saving solutions. The move is in line with Capsol's overall goal of being part of the solution for a net zero future.
Scope 3 (indirect) emissions totalled 158.42 tCO₂ in 2023. As for many companies, Capsol has continued the use of Teams meetings, when possible, instead of physical meetings (meaning travel), to keep business travel emissions at a minimum. In 2023, emissions linked to travel and commute to work were 29.96 tCO₂e, accounting for 19% of Scope 3 emissions. The main contributor to indirect Scope 3 emissions for Capsol is the electricity usage in the category of downstream leased assets; i.e our mobile CapsolGo® demonstration units. Two CapsolGo® demonstration units have been in operation in 2023, one in Sweden for three months, accounting for (172 800 kWh) 3.46 tCO₂e, and one in Germany for five months, accounting for (288 000 kWh) 125.00 tCO2e. In total, indirect Scope 3 emissions from our mobile CapsolGo® demonstration units were 128.46 tCO₂e, equalling 81% of Scope 3 emissions.
Capsol Technologies' biggest impact with regards to reduction of CO₂ emissions and mitigating climate change is directly linked to how much CO₂ that is captured using Capsol's carbon capture technologies, which in turn is directly linked to how many plants that have chosen to invest in our capture solutions.
Capsol's second largest contributor to carbon emissions and environmental impact is the production and use of the CapsolGo® demonstration units, which requires energy both for the manufacturing process and during operation, in addition to the use of raw materials. As part of our RD&I (Research and Development, and Innovation) we continue to improve our processes to be even more energy-efficient, and for a circular economy-based construction (reuse of materials after end of life) of our CapsolGo® units.
As Capsol Technologies is a carbon capture technology provider licensing out patented technology either directly to customers or through industrial partners globally, Capsol does not have direct impact on supplier selection related to the construction of large-scale carbon capture plants.
Capsol Technologies relies on highly skilled employees with bright ideas to succeed. We consider our employees as our most important assets and investment, developing an organisation based on participation, teamwork, and people empowerment.
Building a strong organisational culture to leverage the company's critical competencies, acting responsibly, and offering a positive work environment is crucial for attracting and retaining the right people.
Maintaining and strengthening a diverse workforce, including background, experience, gender, nationality and age, and an inclusive work environment in which everyone is recognised for their unique contribution and performance is seen as a competitive advantage and a priority for Capsol. We are committed to empowering our employees to take more responsibility and develop within their own area of responsibility.
Capsol recognises that a healthy work-life balance improves employee motivation, performance, productivity and reduces stress. As an employer, we support flexibility in working hours or working location, if the flexibility provided does not negatively affect the employee's work/tasks.
In 2022, we established principles and procedures related to the people process and the company's obligation to handle employment matters consistently and without delay. We also implemented an occupational health and safety system, performed risk assessment, and implemented a risk management system.
In 2023 we established a HR function to ensure that our most important asset—our human capital—is being nurtured and supported through the creation and management of programs, policies, and procedures, and by fostering a positive work environment through effective employee-employer relations. Capsol's HR work involves both strategic and comprehensive approaches to managing people, as well as workplace culture and environment. In a growing organisation with a diversified workforce, and an increasing number of people doing field work, clear policies, procedures, inclusion, and company culture have become increasingly important to both recruit and retain good people in the organisation.
Capsol Technologies' Code of Business Conduct and Ethics is the foundation for the company's business conduct. Capsol is committed to create value for shareholders and stakeholders and to conduct the business sustainably in accordance with ethical standards, applicable laws, regulations, and good corporate governance in all the countries we operate.
The Code of Business Conduct and Ethics is the key governing document in Capsol and guides our behaviour to ensure that we act with the utmost care and absolute integrity.
The company seeks to prevent all types of discrimination and harassment in the workplace. We do not tolerate discrimination against any employee based on age, gender, sexual orientation, disability, race, nationality, political opinions, religion or ethnic background, or any other characteristics protected by law, and we require each employee to treat all colleagues in a respectful manner.
All employees have undergone training with regards to our Code of Conduct and Ethics. Any incident of discrimination, harassment, or disrespectful treatment of colleagues or people we interact with as part of our daily work, should be reported to management or through our whistleblowing channel.
Employees raising genuine concerns relating to malpractice or impropriety through whistleblowing is acting responsibly and appropriately.
| Number of employees at 31 Dec 2023 | Woman | Men | Total | Pay equality | |
|---|---|---|---|---|---|
| Total | 7 | 14 | 21 | Average salary for women as a percentage of | |
| Contract | 2 | 2 | average salary for all employees | ||
| Full time | 6 | 14 | 20 | Average salary for men as a percentage of | |
| New hire (permanent) | 5 | 7 | 12 | average salary for all employees | |
| Turnover | 2 | 0 | 2 | ||
| Parental leave | 0 | 0 | 0 |
| Employees by employee category 2023 | Woman | Men | Total |
|---|---|---|---|
| C-level | 1 (17%) | 5 (83%) | 6 |
| Staff | 6 (40%) | 9 (60%) | 15 |
| Total | 4 (31%) | 9(69%) | 21 |
| Employees by group 2023 | Woman | Men | Total | Nationalities among employees | 2023 |
|---|---|---|---|---|---|
| Under 30 | 0 | 0 | 0 | Number of nationalities among employees | 10 |
| 30-50 | 5 (28%) | 13 (72%) | 18 | ||
| Over 50 | 2 (67%) | 1 (33%) | 3 | ||
| Total | 7 (33%) | 14 (67%) | 21 |
| Detected incidents of discrimination | 2023 |
|---|---|
| Detected incidents of discrimination | 0 |
Retention of talents and key employees will be instrumental in the company's continued success.
Surveys to monitor and gain insights into employees' perceptions of own work motivation, team dynamics and organisational effectiveness, and to increase our understanding of how employees experience their own impact on our operations, development, and goals.
Continue to build on and develop structures to strengthen internal communication and identify improvement areas.
Establish procedures to follow up on issues brought up by employees to secure employee well-being and a strong company culture. Equal pay for equal work is an important part of equality in the workforce and Capsol believes in equal salaries for equal work. In Capsol there are no significant salary gaps between comparable roles. However, we acknowledge the fact that fewer women hold senior positions.
Read more about Capsol Technologies' whistleblowing policy in the Code of Business Conduct and Ethics.
There have been no detected incidents of discrimination in 2023.
We are proud to report that we at the end of 2023 were 21 employees from ten different countries across three continents who speak 14 different languages, including English, German, Spanish, Portuguese, Hungarian, Swedish, Danish, Finnish, Tagalog, Urdu, Turkish, Lithuanian, Russian and Norwegian.
Employment at Capsol is based solely upon individual merit and qualifications directly related to professional competence. A diverse workforce is key to be competitive in the years to come, and we appreciate the unique contributions each employee brings to the company.
We encourage women and men equally to take parental leave and compensate significant salary gap between funds provided by the Norwegian state and the employee's salary level during the parental leave. We believe this is an important contribution to achieve equality in the workforce. During 2023 no employees were entitled to take parental leave.
Capsol is committed to respecting, supporting and promoting fundamental human and labour rights, both in its own operations and throughout the value chain. The company supports the principles underlying the Universal Declaration of Human Rights, the UN Global Compact and ILO's eight core conventions, and we expect our suppliers to do the same.
We seek to work with reputable counterparties in relation to clients and suppliers. We expect suppliers and business partners to comply with applicable laws and respect internationally recognised human rights when working for or with us.
Capsol Technologies' Code of Business Conduct and Ethics, endorsed by the board of directors, constitutes a framework for managing compliance and integrity risks. It describes the company's commitments and requirements regarding business practice, personal conduct, and expectations towards i.e., colleagues, customers, business- and alliance partners.
The Code of Business Conduct and Ethics outlines clear principles and rules in key compliance and integrity areas, including human rights and labour rights, health, safety and security, anti-harassment, and diversity topics. We are firmly opposed to corruption in all forms, including bribery and trading in influence, and that we do not allow anyone involved in our business to offer, give, ask for, accept, or receive any form of bribe, including facilitation payments. The Code of Business Conduct and Ethics was revised in September 2022.
During 2022, the Transparency Act came into effect, promoting respect for fundamental human rights and decent working conditions and ensuring the general public access to information regarding how enterprises address adverse impacts on fundamental human rights and decent working conditions.
Capsol is currently working actively to ensure that neither our business, our suppliers nor our business partners risk violations of basic human rights, and to ensure that their employees have decent working conditions. We work together with our business partners on this and require that all parties contribute.
We have updated the related procedures and processes to ensure compliance and reduce the risk of negatively impacting human rights and working conditions.
Capsol is committed to ensuring a secure working environment that provides the basis for a healthy and meaningful working situation as a way of creating long-term societal and economic value.
Employee's health and well-being is a high priority for Capsol as our employees are our most valuable asset. Capsol's ambition is to foster well-being in the workplace by providing a good and inclusive working environment, enabling low levels of absence due to illness and retaining a highly skilled and motivated workforce. Capsol offers flexible working hours and safeguard employees' preferred work-life balance.
There has been a total of 60 sick days and 30 sick child days in 2023
There are no reports of incidents or injuries during 2023.
The company will continue to focus its efforts on ensuring that the health, safety and well-being of its employees are always a priority, in addition to managing risks and create a strong a proactive HSE culture.
In December 2019, the European Commission adopted the "European Green Deal", a strategy and key actions that will help the EU become climate-neutral by 2050, make its society more resilient to the impacts of climate change, boost the efficient use of resources through a clean and circular economy, restore biodiversity and cut pollution.
The EU Taxonomy Regulation adopted in July 2020 aims to translate the EU's climate and environmental objectives into and action plan to redirect capital flows towards a more sustainable economy.
The key performance indicators (KPIs) presented include the company's revenue (Turnover), capex and opex which are associated with Taxonomy-eligible economic activities and Taxonomy-aligned economic activities for the reporting period 2023.
Taxonomy-eligible economic activity means an economic activity that is described in the Delegated Act (EU) 2021/2139 (the "Screening Regulation") supplementing the Taxonomy Regulation irrespective of whether that economic activity meets any or all of the technical screening criteria laid down in the Screening Regulation.
Taxonomy-aligned economic activity means an economic activity that complies with all of the following requirements:
The six environmental objectives established by the Taxonomy Regulation Article 9 are:
• Climate change mitigation
• Climate change adaptation
• The sustainable use and protection of water and marine resources
• The transition to a circular economy
• Pollution prevention and control
• The protection and restoration of biodiversity and ecosystems
| Economic activities 2023 | Turnover | % | Capex | % | Opex | % |
|---|---|---|---|---|---|---|
| Amounts in NOK | ||||||
| Taxonomy eligible activities | 34 160 224 | 100 | 51 218 785 | 100 | 75 641 466 | 100 |
| Taxonomy aligned activities | 34 160 224 | 100 | 51 218 785 | 100 | 75 641 466 | 100 |
As a licensor of carbon capture technologies to industrial plant owners, Capsol's core activities (licensing of patented technology) are assessed as both Taxonomy-eligible and Taxonomy-aligned as defined in the Taxonomy Regulation.
The Act relating to enterprises transparency and work on fundamental human rights and decent working conditions (the "Transparency Act") entered into force on 1 July 2022.
This statement represents Capsol's account of due diligence pursuant to Section 5 in the Transparency Act. The reporting period covered in this report is from 1 January 2023 to 31 December 2023.
Capsol offers energy-efficient, cost-competitive and environmentally friendly carbon capture solutions to hard-to-abate industries like cement, biomass, waste-to-energy and gas turbines. The company's business mode is to license out the company's proprietary technology either directly to customers or through industrial partners globally.
Capsol's head office is in Oslo, Norway, with an office in Germany, and has 21 employees as of 31 December 2023.
Capsol overall purpose and goal is to accelerate the transition to a net zero future, curb CO₂-emissions, limit global warming, and avoid irreversible climate change.
Capsol has embedded the work on fundamental human rights and decent working conditions under the Transparency Act. Our human rights policy is described in the Code of Business Conduct and Ethics which is approved by the board of directors.
Capsol expect that our business partners and all those working on the business partner's behalf shall adhere to the minimum standards for business practices as set out in this Code of Conduct for Business Partners. The business partner shall further ensure that all of its personnel and entities involved, and those working on the business partner's behalf, are aware of the standards, principles and ambitions set out in section on central ESG topics of this Code of Conduct.
The Code of Conduct for Business Partners is available on the company website.
In 2023, Capsol Technologies strengthened its intellectual property portfolio in the carbon capture space by submitting multiple patent applications. These applications focus on optimising energy consumption and process integration, enhancing the technology's appeal to a broader range of emitters. Additionally, several patent applications initiated prior to 2023 successfully completed their prosecution phases during the year and will lead to the issuance of granted patents during 2024. Capsol Technologies currently has patents in eleven patent families.
Capsol Technologies has maintained its commitment to research and development (R&D) and innovation, with a dual focus on creating new technologies that add value for customers and enhancing the efficiency of internal processes. Our R&D initiatives encompass advancements in process technology, the implementation of information technology/ software, and experimental laboratory activities. Where relevant, patent applications have been filed.
The company has received state aid for its R&D activities through the Norwegian Tax Deduction Scheme SkatteFUNN (2.5 mNOK) for activities carried out in 2023.
Capsol Technologies is engaged in multiple partnerships with academia, taking an active role in supporting emerging developments within the field. During 2023, three MSc students from Politecnico di Milano were engaged to carry out their thesis work at Capsol Technologies, focusing on aspects of our technology that add to its robustness, reliability, and means for process integration. In addition, one academic intern from the Erasmus Mundus Scholar program was engaged for two months, carrying out work towards her MSc in Chemical Engineering. Engagement of students continues to be a priority for the company in 2024.
Capsol Technologies is involved as a partner in several academic projects and consortia, centering around several nascent aspects of CCUS technology. These include both locally institutionally funded projects as well as EU-funded projects. Among the institutions involved are KTH Royal Institute of Technology, SINTEF, University of Edinburgh, University of Stavanger, University of Uppsala, and Chalmers University of Technology. Capsol Technologies has also been an active partner in the "CCUS Verdiskapingspotensialet - næringsutvikling og innovasjon"-project, supported by Viken County Council in Norway.
Capsol Technologies aims to maintain a high standard of corporate governance to strengthen the confidence in the company and to contribute to long-term value creation by regulating the roles and responsibilities between shareholders, the board of directors and executive management more comprehensively than is required by legislation.
Corporate governance in Capsol Technologies is based on the Norwegian Code of Practice for Corporate Governance (nues):
We have a strong compliance culture and believe this is crucial for how we conduct our daily business and maintain the trust of our stakeholders. The board of directors (the board) has developed a Corporate Governance Policy addressing the framework of guidelines and principles regulating the interaction between the shareholders, the board, and the Chief Executive Officer (the CEO). Our compliance framework forms the basis for all our decisions and is key to the integrity of our business, establishing a basis for good corporate governance, profitability, and long-term value creation for the shareholders of the company.
The policy contains measures to ensure effective management and control over the company's activities. The primary objective is to have systems for communication, monitoring and allocation of responsibility, as well as appropriate incentives, which contribute to increasing the company's financial results, long-term success and returns to shareholders on their investments in the company. Good control and governance procedures ensures equal treatment of all shareholders, thereby providing a foundation for trust.
The development of this policy is an ongoing and important process. The board and the executive management perform annual assessments of the company's principles for corporate governance.
Capsol is listed on Oslo Børs (Oslo Stock Exchange) and is subject to Norwegian laws, including the section 3-3b of the Norwegian Accounting Act, which requires the company to disclose certain corporate governance related information annually. In addition, Oslo Børs' continuing obligations requires listed companies to publish an annual statement of its principles and practices with respect to corporate governance, covering every section of the latest version of the code.
The board has defined clear objectives and strategies for the company's business activities to secure sustainable long-term value creation for the shareholders of the company. The company's strategy, objectives and risk profiles are evaluated annually by the board, considers economic, social, and environmental conditions.
All shareholders have the right to participate in the company's General Meetings, which exercise the highest authority of the company. The goal of the company is to ensure that as many shareholders as possible exercise their rights by participating in General Meetings, and that the meetings are an efficient forum for shareholders of the company and the board to express their views.
The Annual General Meeting shall normally be held before 30 May, and no later than 30 June. The date of the meeting shall be made available to shareholders in the company's financial calendar. The notice for a General Meeting shall be sent to the shareholders no later than 14 days prior to the General Meeting.
The notice and support information, as well as a proxy voting form, will normally be made available on the company's website and a separate notice to the Oslo Stock Exchange no later than 14 days prior to the date of the General Meeting. The notice for the General Meeting shall include necessary documents providing the shareholders with sufficient detail for the shareholders to assess all the topics to be considered, as well as all relevant information regarding procedures of attendance and voting. Directors of the board and the CEO have the right to attend and speak at General Meetings.
The Chairman of the board and CEO shall attend General Meetings unless the General Meeting in each case decides otherwise. When absent for valid reasons, a deputy shall be appointed. The auditor has the right to be present at General Meetings.
The notices for the General Meeting shall provide information on the procedures shareholders must follow to participate in and vote at the General Meeting. The notice should also set out: (i) the procedure for representation at the meeting through a proxy, including a form to appoint a proxy, and (ii) the right for shareholders to propose resolutions in respect of matters to be dealt with by the General Meeting.
The cut-off for confirmation of attendance shall be set as short as practically possible and the board will arrange matters so that shareholders who are unable to attend in person will be able to vote by proxy. The form of proxy will be distributed with the notice.
The board and the person chairing the General Meeting shall make appropriate arrangements for the General Meeting to vote separately on each candidate nominated for election to the company's corporate bodies.
The board may decide that shareholders shall be able to cast their votes in writing, including using electronic communications, for a period prior to the General Meeting. For such voting, a reassuring method must be used to authenticate the sender.
The Annual General Meeting (AGM) is Capsol's ultimate decision-making body. Every shareholder has a right to participate in the AGM and each share in Capsol entitles its holder to one vote.
Shareholders not in attendance can give a proxy to vote on the shareholder's behalf. Forms of proxy are sent to the shareholders together with the notice for the meeting.
Shareholders can raise a topic in the AGM but must notify the board of this in writing and in reasonable time before the notice for the AGM is dispatched.
The composition of the board shall ensure that the board can attend to the common interests of all shareholders and meet Capsol's need for expertise, capacity, and diversity, in addition to ensuring that it can act independently of any special interests. Attention shall be paid to ensuring that the board can function effectively as a collegiate body.
The members of the board shall be independent of the company's executive personnel and material business connections. In addition, at least two of the members of the board must be independent of the company's major shareholder(s). For the purposes of this corporate governance policy, a major shareholder shall mean a shareholder that controls 10% or more of the company's shares or votes, and independence shall entail that there are no circumstances or relations that may be expected to be able to influence independent assessments of the person in question. Board members are elected by the General Meeting for a term of two years unless otherwise determined by the General Meeting.
The constitution of the Capsol's board reflects a strong background that balances specific industry experience with a combination of financial background, management experience and industrial experience. All directors are deemed to be independent of the company's executive personnel and material business connections and four of the six members of the board are independent of major shareholders.
Board member Mr. Lange represent the company's largest shareholder. No members of the executive management team are members of the board.
The board held a total of eleven meetings in 2023 and the attendance rate was 99.7%. A description of the competence and background of the individual directors can be found on Capsol's website. The directors are encouraged to hold shares in the company.
The Capsol Technologies ASA board of directors (the board) consists of six members, of which there are two women and four men. We strive to have a 40% share of both men and women in the board.
| Pay equality | 2023 |
|---|---|
| Women | 3 (43%) |
| Men | 4 (57%) |
| Over 50 years old | 5 (71%) |
| 30-50 years old | 2 (29%) |
The board of directors shall issue instructions for its own work as well as for the CEO.
The board shall prepare an annual plan for its work with special emphasis on goals, strategy, and implementation. The board's primary responsibility shall be (i) participating in the development and approval of the company's strategy, (ii) performing necessary monitoring functions, and (iii) acting as an advisory body for the senior management team. Its duties are not static, and the focus will depend on the company's ongoing needs.
The board is also responsible for ensuring that the operation of the company is in compliance with the company's values and ethical guidelines.
The Chairman of the board shall be responsible for ensuring that the board's work is performed in an effective and correct manner.
The board shall ensure that the company has a good management with clear internal distribution of responsibilities and duties. A clear division of work has been established between the board and the senior management team. The CEO is responsible for the senior management team.
All members of the board shall regularly receive information about the company's operational and financial development. The company's strategies shall regularly be subject to review and evaluation by the board.
The General Meeting shall annually determine the board's remuneration. The proposition takes into account the board's responsibility, expertise, time commitment and the complexity of the company's activities.
Board members, or their affiliated entities, may undertake assignments or perform tasks for or on behalf of the company only if such assignments or tasks is defined in a separate agreement with the company, outlining the scope of work to be performed and the agreed remuneration. All such agreements including proposed scope and renumeration are subject to Board Approval pursuant to procedures established by the board.
The board constitutes a good balance of industry specific experiencewith a combination of financial background, management experience and industrial experience. Changes were made to the board composition on 1 October 2023 when two new board members were appointed, and one board member who had been on the board since the establishment of Capsol Technologies (previously CO2 Capsol), resigned.
The company's financial statements shall provide information regarding the board's and related third party remuneration.
Information on the remuneration paid to individual board members for 2023 can be found in note 7.3.1to the 2023 consolidated financial statement.
The board decides the salary and other compensation to the CEO. Any fringe benefits shall be in line with market practice and should not be substantial in relation to the CEO's basic salary. The board shall annually carry out an assessment of the salary and other remuneration to the CEO.
The company's financial statements shall provide further information about salary and other compensation to the CEO. The board shall issue guidelines for the remuneration of the senior management team. The guidelines shall lay down the main principles for the company's management remuneration policy.
The salary level should not be of a size that could harm the company's reputation, or above the norm in comparable companies. The salary level should, however, ensure that the company can attract and retain senior employees with the desired expertise and experience.
Performance-related remuneration should not be such as might encourage a short-term approach that could be damaging to the company's long-term interests.
The board and the senior management team assign considerable importance to give the shareholders timely, relevant, and current information about the company and its activity areas. Emphasis is placed on ensuring that the shareholders receive identical and simultaneous information. All information that is distributed to shareholders is made available simultaneously on the company's web page. All information which the company is required to disclose is given in English.
Sensitive information shall be handled internally in a manner that minimises the risk of leaks. All contracts to which the company becomes a party shall contain confidentiality clauses.
The company has clear routines for who is allowed to speak on behalf of the company on different subjects, and who is responsible for submitting information to the market and the investor community.
The company publishes a financial calendar for the upcoming year in the fourth quarter. The calendar includes an overview of major events such as its Annual General Meeting, publication of quarterly reports, publication of revenue reports and any planned public presentations.
In a take-over process, the board, and the senior management team each have an individual responsibility to ensure that the company's shareholders are treated equally and that there are no unnecessary interruptions to the company's business activities. The board has a particular responsibility in ensuring that the shareholders have sufficient information and time to assess the offer.
In the event of a take-over process, the board shall ensure that:
In the event of a take-over bid, the board will, in addition to complying with relevant legislation and regulations, seek to comply with the recommendations in the Norwegian Code of Practice for Corporate Governance. This includes obtaining a valuation from an independent expert. On this basis, the board will make a recommendation as to whether the shareholders should accept the bid.
Any transaction that is in effect a disposal of the company's activities should be decided by a general meeting.
Each year the auditor shall present to the board a plan for the implementation of the audit work and a written confirmation that the auditor satisfies established requirements as to independence and objectivity.
The auditor shall be present at board meetings where the annual accounts are on the agenda. Whenever necessary, the board shall meet with the auditor to review the auditor's view on the company's accounting principles, risk areas, internal control routines, etc.
The auditor may not be used as a financial advisor unless the board decides otherwise, and then only provided that such use of the auditor does not have the ability to affect or question the auditors' independence and objectiveness as auditor for the company. Only the CEO shall have the authority to enter into agreements in respect of such counselling assignments .
At the Annual General Meeting the board shall present a review of the auditor's compensation as paid for auditory work required by law and remuneration associated with other concrete assignments. In connection with the auditor's presentation to the board of the annual work plan, the board should specifically consider if the auditor to a satisfactory degree also carries out a control function. The remuneration paid to the auditor in 2023 for both audit and other services is presented in note 3 in the parent company's audited financial statements.
GO BACK Capsol Technologies Annual Report 2023
The board of directors sets the direction of the company and ensures that Capsol has procedures and systems for good corporate governance, effective internal control, and risk management appropriate to the extent and nature of the company's activities.
The ultimate responsibility for risk management lies with the board, whereas the CEO has the responsibility for establishing sufficient risk management processes and controls, ensuring that they are executed as intended, adjusted if needed, and that necessary mitigation actions are in place to reflect the risk situation at any given point in time. The major risks of the group are reviewed on a regular basis.
The responsibility for the day-to-day risk management is not delegated to a specific function but lies with the management and each manager. This responsibility includes ensuring that operations comply with internal and external rules and regulation.
Capsol rely on a sound risk culture throughout the organisation. Risk culture is the set of objectives and practices, shared across the organisation, that drive and govern risk management. This includes our purpose, value and behaviours in maintaining a sound risk culture within the organisation characterised by a high level of risk awareness, ongoing dialogue regarding the risk Capsol is or may be exposed to and robust methods for systematic risk management. The company's risk is managed in accordance with applicable laws and regulations, as well as risk management and internal directives. Internal procedures have been established.
The objective of the risk management and internal control is to manage exposure to risks ensuring successful conduct of the company's business and to support the quality of its financial reporting.
On the finance and accounting side the company's internal control is also subject to an independent review by the external auditor RSM, where the findings are presented annually in a board meeting. Once a year, the board carries out reviews of the company's most important areas of exposure to risk and its internal control arrangements.
Capsol operates in a global market which is influenced by government subsidies, CO₂ taxes, customer preferences and willingness to adapt to new technologies and solutions; the introduction, commercialisation and timing of new technologies, products, and services by others; changes in regulation. Other market conditions, in addition to internal factors such as financial and operational risks. The risk factors are further described below.
The carbon capture market, investment opportunities and general interest in carbon capture technologies has rapidly increased over the last years driven mainly by increased carbon taxes, funding opportunities, climate change, extreme weather events and net zero targets. To be on track for net zero in 2050, carbon capture capacity needs to grow by 50% annually to 1.2 billion tonnes of CO₂ per year towards 2030. By 2050, the capacity will need to reach 6.1 billion tonnes of CO₂ per year, according to IEA's net zero emissions scenario. This will require several trillion Euros in investment.
Capsol has highly competitive and proven carbon capture solutions, using the safe and environmentally friendly solvent HPC (Hot Potassium Carbonate), providing a cost-effective and flexible solution. However, the company operates in a competitive market, where only companies with sufficient funding, skilled employees, strong technical knowledge, and a clear business strategy are expected to survive and expand in the current market.
Additionally, there is a risk of competitors in the industry developing better technologies than Capsol, thereby challenging the company's market position.
The ability to successfully and timely commercialise technology and solutions will i.a. depend on external factors such as the price of CO₂ emission units (including within the EU Emissions Trading System - the EU ETS), customer preferences and willingness to adapt to new technology and solutions.
The ability of the company to successfully and timely commercialise its technology and solutions will depend on external factors such as the price of CO₂ emission units (including within the EU ETS), CBAM (the Carbon Border Adjustment Mechanism which entered into its transitional phase on 1 October 2023), funding of CCUS projects through the US IRA (Inflation Reduction Act), customer preferences and willingness to adapt to new technology and solutions; the introduction and commercialisation, and timing, of new technologies, products, and services by others; changes in regulation, insufficient storage capacity for CO₂ under development leading to delay and other market conditions. Any failure to sufficiently commercialise the company's technology solutions, in whole or in part could have a material adverse effect on the company's results, financial condition, cash flows and prospects.
The company hired an innovation manager and Chief Technology Officer during the first half of 2022, both with extensive and exceptional experience, to make sure Capsol's technology stays at the forefront of carbon capture technologies, improving efficiency, the solvent and filing new patents. One such development is our CapsolGT® solution for single cycle gas turbines which replaces the traditional steam cycle, generates additional electricity and introduces carbon capture as a revenue source.
In addition, Capsol has run a CapsolGo® demonstration at a waste-to-energy plant in Sweden, and two campaigns at a waste-to-energy and a biomass plant in Germany, including liquefaction, adding valuable data and input to the continuous development and improvement of Capsol's carbon capture technologies.
Loss of business from a significant customer, termination of contracts by customers and the general ability to remain competitive are typical operational and technical risks for Capsol. Changes in the scope of work and amendments due to design development resulting in delay and increased cost constitute potential operational risk for the company. Both Capsol and Capsol's customers are furthermore potentially subject to cybercriminals and cyber security issues leading to for example system downtime, significant loss of intellectual property or claims against the company for improper handling and protection of such information.
The company has a very diversified portfolio with the licensing business model aiming for volume with limited exposure to individual client and project risk.
Managing cyber security is of high importance to protect our employees, clients, stakeholders, and assets against cyber threats. Both proactive and reactive measures are taken to prevent, detect, investigate, and manage security incidents.
Capsol is using external IT consultants to safeguard company data and digital infrastructure, including several layers of digital backups on separate infrastructure and servers.
Capsol has limited direct exposure in countries associated with high political, corruption and human rights risks. The company is nevertheless exposed to legal, regulatory, and political risks, decisions on environmental regulation and international sanctions that impact supply and demand, as well as risks associated with unethical and criminal behaviour.
Capsol is committed to sustaining a high standard of corporate governance and has established guidelines and policies ("Code of Business Conduct and Ethics") to ensure that the company acts with the utmost care and absolute integrity, with zero tolerance for any form of bribery, corruption, money laundering and fraud.
The Code sets out the fundamental expectations, commitments, and requirements for the ethical conduct of the company, serving as the base for how to interact with employees, customers, partners, and shareholders. Employees are expected to use good judgement in all situations and adhere to the guidelines set out i the Code of Conduct.
Capsol has a whistleblower channel where issues of concern related to the company and its operations can be reported. Employees can alternatively choose to use internal reporting channels (i.e. reporting to one's immediate department head, the appointed human resources and safety representatives), which should be the first port of call for employees who wish to raise their concern about censurable condition.
Capsol is exposed to a variety of financial market risks such as currency risk, interest rate risk, tax risk, price risk, credit and counterparty risk, liquidity risk and capital risk as well as risks associated with access to and terms of financing.
In light of recent market interruptions and development including rising interest rates and cost inflation, Capsol could be affected as an actor in global supply chains, especially related raw materials, wages and energy. The company has entered into two technology licensing agreements with two different customers.
The company has a rapidly growing pipeline of engineering studies, comprising concept, feasibility and pre-FEED studies, with paid engineering work or other project-specific work. Although several customers have indicated an interest in entering into license agreements, there is a risk of a lack of demand for the product, particularly if the company fails to deliver on its targeted performance and cost metrics. In addition, both the timing and amount payable to the company under license agreements are related to events outside the company's control, such as final investment decisions and other project milestones, and consequently, there is a risk related to the predictability of these payments.
The objective of financial risk management is to manage and control financial risk exposures and thereby increase the predictability of earnings and minimise potential adverse effects on Capsol's financial results and performance.
The company continuously monitors liquidity situation and currency exposure, taking a balanced approached to matching currency in cost, debt and revenue. The company has limited cost and investment commitments, allowing for flexible cost/liquidity management.
Capsol's success depends in part upon its ability to protect its intellectual property. To accomplish this, the company relies on a combination of registered intellectual property rights and trade secrets. Effective protection of the company's intellectual property rights may be unavailable, limited or not applied for in some countries or for some technology. No assurance can be given that any of the company's present or future patents or patent claims will not lapse or be invalidated, circumvented, challenged, or abandoned; that any pending or future patent applications will be issued or have the coverage originally sought; or that the company's intellectual property rights will be enforced in jurisdictions where competition may be intense or where legal protection may be weak. In addition, competitors or others may design around the company's protected patents or technologies. The company could also face claims of intellectual property infringement, which could be time-consuming, costly to defend or settle, result in the loss of significant rights, harm relationships with partners, customers, and distributors, or otherwise materially adversely affect the company's business, financial condition, and results of operations.
With regards to Intellectual Property Rights (IPR), the company is actively monitoring registered intellectual property (IP and public domain information to detect potential infringements of Capsol's patents and/or IP. Routines for documentation of new inventions have been established.
The company relies on skilled key employees and consultants. An inability to retain and attract skilled employees could have a negative adverse impact on the company's operations, earnings, and financial position. A lack of sufficient recruitment, or losing existing key employees, may cause delays and significantly increased costs in relation to the commercialisation and development of the company's products.
Capsol's vision of being a global leader in capturing carbon and accelerate the worlds transition to a net zero future, speaks to a lot of talented people who wants to be part of a more sustainable future and participate in the path net zero.
Capsol's goal is to be an attractive employer for the best and brightest. We recognise that a balance between work and personal needs is important in maintaining a healthy, motivated, and productive employee. Moving to new, modern office buildings with a good canteen, work out facilities, lots of daylight, nice view and good air quality has greatly improved the work environment and made the company are more attractive employer. Steps have also been taken to make sure everyone is recognised for their contribution the company's continued success.
Surveys to monitor and gain insights into employees' perceptions of own work motivation, team dynamics and organisational effectiveness, and increase understanding of how the employee's experience impacts our overall operations, have been implemented, to be able to address any issues early-stage to mimimise the risk of losing existing key employees.
| Financial statements | |||
|---|---|---|---|
| Financial statements | |||
| 49 | ||
|---|---|---|
| 50 | ||
| 51 | ||
| 52 | ||
| 54 | ||
| 56 | ||
| 57 | ||
| 57 | ||
| 58 | ||
| 58 | ||
| 69 | ||
| 71 | ||
| 72 | ||
| 85 | ||
| 88 |
| Notes | 2023 | 2022 | 2021 | |
|---|---|---|---|---|
| Amounts in NOK | ||||
| OPERATING INCOME EXPENSES | ||||
| Revenue | 34 160 224 | 10 766 762 | 37 950 | |
| Other operating income | - | 21 666 | 29 624 | |
| Total operating revenue | 3.2 | 34 160 224 | 10 788 428 | 67 574 |
| Costs of contract fulfillment | 7 776 112 | 2 618 417 | - | |
| Personnel expenses | 3.3/7.3 | 37 426 643 | 25 626 841 | 13 186 306 |
| Depreciation expenses | 3.4 | 8 169 069 | 1 247 568 | 828 942 |
| Other operating expenses | 3.5 | 22 269 643 | 15 774 138 | 11 273 382 |
| Total operating expenses | 75 641 466 | 45 266 964 | 25 288 630 | |
| Operating income/ -loss | -41 481 242 | -34 478 536 | -25 221 056 | |
| Financial income and expenses | ||||
| Other interest income | 1 010 364 | - | 1 | |
| Other financial income | 3 990 313 | 919 364 | 4 126 | |
| Other interest expenses | -2 479 973 | -9 238 | 16 547 | |
| Other financial expenses | -4 447 959 | -846 266 | 80 031 | |
| Net financial income/ - loss | 3.7 | -1 927 256 | 63 860 | -92 451 |
| Income/-loss before income tax | -43 408 498 | -34 414 676 | -25 313 507 | |
| Income tax expense | 3.6 | - | - | - |
| Net income/ -loss | -43 408 498 | -34 414 676 | -25 313 507 | |
| Basic and diluted earnings per share | 3.8 | -0,81 | -0,67 | -0,73 |
The accompanying notes are an integral part of the consolidated financial statements.
| Notes | 2023 | 2022 | 2021 | |
|---|---|---|---|---|
| Amounts in NOK | ||||
| Net income/ -loss | -43 408 498 | -34 414 676 | -25 313 507 | |
| Other comprehensive income | ||||
| Net other comprehensive income/ -loss, net of tax |
||||
| Items that may be reclassified to profit and loss in subsequent periods: |
||||
| Currency translation difference, net of tax | -767 | -463 | 780 | |
| Other comprehensive income for the period, net of tax | -767 | -463 | 780 | |
| Total comprehensive income/-loss for the period | -43 409 265 | - 34 415 139 | -25 312 727 |
The accompanying notes are an integral part of the consolidated financial statements.
| Notes | 31 Dec 2023 |
31Dec 2022 | 31Dec 2021 | 1Jan 2021 |
|---|---|---|---|---|
| Amounts in NOK | ||||
| ASSETS | ||||
| Non-current assets | ||||
| Intangible assets 4.1 |
7 337 512 | 6 476 912 | 6 908 706 | 7 340 500 |
| Plant, property and equipment 4.2/6.2.2 |
67 267 596 | 23 592 281 | 2 964 720 | - |
| Right of use asset 6.3.2 |
8 522 788 | 132 382 | 661 912 | - |
| Total non-current assets | 83 127 897 | 30 201 576 | 10 535 338 | 7 340 500 |
| Current assets | ||||
| Accounts receivables 6.1/6.2.2/6.6 |
9 821 949 | 1 995 475 | - | 49 050 |
| Contract assets 3.2.1 |
1 735 104 | - | - | - |
| Other current receivables 5.1 |
9 426 653 | 8 536 628 | 2 034 746 | 3 513 965 |
| Cash and cash equivalents 6.1/6.5 |
41 615 681 | 61 565 235 | 85 143 548 | 775 461 |
| Total current assets | 62 599 387 | 72 097 338 | 87 178 294 | 4 338 476 |
| Total assets | 145 727 285 | 102 298 915 | 97 713 632 | 11 678 976 |
Endre Ording Sund Chairman of the board
Einar Christen Lange Member of the board
John Arne Ulvan Member of the board
Wayne Thomson Member of the board
Monika Inde Zsak Member of the board
Ellen Merete Hanetho Member of the board
Wendy Lam Chief Executive Officer
| Notes | Dec 2023 31 |
31 Dec 2022 |
31 Dec 2021 | 01 Jan 2021 | |
|---|---|---|---|---|---|
| Amounts in NOK | |||||
| EQUITY AND LIABILITIES | |||||
| Equity | |||||
| Share capital | 6.9.1 | 26 766 698 | 53 533 395 | 50 582 776 | 23 229 037 |
| Share premium | 81 072 850 | 81 072 850 | 75 064 800 | - | |
| Other paid in capital | 20 107 188 | 14 467 512 | 4 425 610 | - | |
| Other equity | -94 022 283 | -77 379 714 | - 42 964 575 | -17 651 848 | |
| Total equity | 33 924 453 | 71 694 043 | 87 108 611 | 5 577 189 | |
| Liabilities | |||||
| Non-current liabilities | |||||
| Lease liabilities | 6.3.3 | 6 621 710 | - | 144 729 | - |
| Debt to financial institutions | 6.2/6.8.2 | 45 212 693 | 18 400 000 | - | - |
| Total non-current liabilities | 51 834 403 | 18 400 000 | 144 729 | - | |
| Current liabilities | |||||
| Trade creditors | 6.1/6.7 | 15 324 695 | 1 372 646 | 5 415 717 | 4 070 571 |
| Lease liabilities | 6.3.3 | 1 880 567 | 144 729 | 532 642 | - |
| Contract liabilities | 3.2.2 | 13 660 071 | - | - | - |
| Current-portion of debt to financial institution | 6.2 | 18 500 894 | 4 600 000 | - | - |
| Public duties payable | 3 070 631 | 1 388 218 | 729 277 | - | |
| Other current liabilities | 5.2 | 7 531 571 | 4 699 280 | 3 782 656 | 2 031 216 |
| Total current liabilities | 59 968 429 | 12 204 872 | 10 460 292 | 6 101 787 | |
| Total liabilities | 111 802 832 | 30 604 872 | 10 605 021 | 6 101 787 | |
| Total equity and liabilities | 145 727 285 | 102 298 915 | 97 713 632 | 11 678 976 |
Oslo, 20 March 2024 The board of Capsol Technologies ASA
The accompanying notes are an integral part of the consolidated financial statements.
| Notes | 2023 | 2022 | 2021 | |
|---|---|---|---|---|
| Amounts in NOK | ||||
| CASH FLOW FROM OPERATING ACTIVITIES | ||||
| Profit/-loss before income tax | -43 408 498 | -34 414 676 | -25 313 507 | |
| Adjustments to reconcile profit/-loss before tax to net cash flow | ||||
| Depreciation expenses | 8 169 069 | 1 247 568 | 828 941 | |
| Finance income/(expense), net | 1 927 256 | -63 860 | 92 450 | |
| Working capital changes | ||||
| Change in trade and other receivables | -7 826 474 | -1 995 475 | 49 050 | |
| Change in trade and other payables | 13 945 616 | -4 040 296 | 1 351 703 | |
| Change in other current assets and liabilities | 3 718 483 | -3 718 010 | 3 954 159 | |
| Change in contract balances | 11 924 967 | - | - | |
| Share based compensation scheme | 5 639 676 | 10 041 902 | 4 425 610 | |
| Interests received | 1 008 606 | 919 364 | 4 126 | |
| Net cash flow from operating activities | -4 901 300 | -32 023 483 | -14 607 467 | |
| CASH FLOW FROM INVESTMENT ACTIVITIES | ||||
| Payment for property, plant and equipment | -51 218 785 | -22 125 351 | -2 964 720 | |
| Payment for intangible assets | -1 292 394 | - | - | |
| Government grants | 7.2 | 1 211 545 | - | - |
| Net cash flow from investing activities | 6.1/6.5 | -51 299 634 | -22 125 351 | -2 964 720 |
| Notes | 2023 | 2022 | 2021 | |
|---|---|---|---|---|
| CASH FLOW FROM FINANCING ACTIVITIES | ||||
| Net equity received | - | 8 958 669 | 102 418 540 | |
| Proceeds from borrowings | 48 996 562 | 23 000 000 | - | |
| Repayment of borrowings | -5 822 146 | - | - | |
| Repayment of lease liabilities | -1 526 346 | - 532 642 | -381 689 | |
| Interests paid | -2 008 285 | -846 266 | -81 516 | |
| Interest paid on lease liabilities | 6.3.4 | -471 688 | -9 238 | 15 061 |
| Net cash flow from financing activities | 6.4 | 39 168 097 | 30 570 523 | 101 940 274 |
| Net increase/-decrease in cash and cash equivalents | -17 032 838 | -23 578 312 | 84 368 087 | |
| Cash and cash equivalents at 1 January | 61 565 235 | 85 143 548 | 775 461 | |
| Effect of change in exchange rate | -2 916 715 | - | - | |
| Cash and cash equivalents at 31 December | 41 615 681 | 61 565 235 | 85 143 548 |
The accompanying notes are an integral part of the consolidated financial statements.
| Notes | Share capital | Share premium | Other paid in capital | Currency translation adjustment | Retained earnings | Total equity | |
|---|---|---|---|---|---|---|---|
| Amounts in NOK | |||||||
| Balance at 01 January 2021 | 23 229 037 | - | - | - | -17 651 848 | 5 577 189 | |
| Net income/-loss for the year | -25 313 507 | -25 313 507 | |||||
| Other comprehensive income | 780 | 780 | |||||
| Share issue | 27 353 739 | 75 064 800 | 102 418 539 | ||||
| Share based compensation | 4 425 610 | 4 425 610 | |||||
| Balance at 31 December 2021 | 50 582 776 | 75 064 800 | 4 425 610 | 780 | -42 965 355 | 87 108 611 | |
| Net income/-loss for the year | -34 414 676 | -34 414 676 | |||||
| Other comprehensive income | -463 | -463 | |||||
| Share issue | 2 950 619 | 6 008 050 | 8 958 669 | ||||
| Share based compensation | 10 041 902 | 10 041 902 | |||||
| Balance at 31 December 2022 | 53 533 395 | 81 072 850 | 14 467 512 | 317 | -77 380 031 | 71 694 043 | |
| Net income/-loss for the year | -43 408 498 | -43 408 498 | |||||
| Other comprehensive income | -767 | -767 | |||||
| Equity restructuring1 | -26 766 698 | 26 766 698 | - | ||||
| Share based compensation | 5 639 676 | 5 639 676 | |||||
| Balance at 31 December 2023 | 6.9 | 26 766 697 | 81 072 850 | 20 107 188 | -450 | -94 021 831 | 33 924 454 |
| Other equity |
|---|
| Retained earnings | Total equity |
|---|---|
| -17 651 848 | 5 577 189 |
| -25 313 507 | -25 313 507 |
| 780 | |
| 102 418 539 | |
| 4 4 2 5 6 1 0 | |
| -42 965 355 | 87 108 611 |
| -34 414 676 | -34 414 676 |
| $-463$ | |
| 8958669 | |
| 10 041 902 | |
| -77 380 031 | 71 694 043 |
| -43 408 498 | -43 408 498 |
| -767 | |
| 26 766 698 | |
| 5 639 676 | |
| -94 021 831 | 33 924 454 |
1 Equity restructuring to facilitate the conversion of the company to a public limited liability company ("ASA"). For further information, see note 6.9.2
The accompanying notes are an integral part of the consolidated financial statements.
These consolidated financial statements are made for the group comprised of Capsol Technologies ASA and its subsidiaries (the "Group" or "Capsol"). The mother entity of the Group is Capsol Technologies ASA, which is a public limited liability company incorporated and domiciled in Oslo, Norway. The shares are currently traded on Euronext Growth Oslo, with the ticker CAPSL. The Group is a carbon capture technology provider with a goal to accelerate the transition to a carbon negative future. These consolidated financial statements were authorised by the board of directors on 19 March 2024.
Capsol's consolidated financial statements are prepared in accordance with IFRS® Accounting Standards as adopted by the EU (IFRS®). The financial statements have been prepared on a historical cost basis, except for certain assets, liabilities, and financial instruments, which are measured at fair value (one minor investment in shares). Preparation of financial statements including note disclosures requires management to make estimates and assumptions that affect amounts reported. Actual results may differ. The functional currency of Capsol Technologies ASA is the Norwegian krone (NOK). The Group's consolidated financial statements are presented in NOK and rounded to nearest NOK unless stated otherwise. These 2023 consolidated financial statements have been prepared based on the going concern assumption. Preparation of financial statements including note disclosures requires management to make estimates and assumptions.
The application of accounting policies requires that management makes estimates and judgements in determining certain income, expenses, assets and liabilities. The following areas involve a significant degree of judgement and complexity, and may result in significant variation in amounts.
Certain new accounting standards, amendments to accounting standards and interpretations have been published that are not mandatory for 31 December 2023 reporting periods and have not been early adopted by the Group. These standards, amendments or interpretations are not expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions.
These financial statements, for the year ended 31 December 2023, are the first the Group has prepared in accordance with IFRS. The Group has prepared consolidated financial statements at 31 December 2023, together with the comparative periods for the year ended 31 December 2022 and 2021 as described in general accounting principles and relevant notes. In preparing the financial statements, the Group's opening statement of financial position was prepared on 1 January 2021, the Group's date of transition to IFRS. For the adjustments made by the Group when restating its Norwegian General Accepted Accounting Policies (NGAAP) financial statements, see section 8.
Management has assessed the potential effects that climate-related matters may have on the Group's operations and consolidated financial statements. Climate-related risks can take the form of both physical, political and transition risks, that may lead to potential effects in the Group's consolidated financial statements. Physical risks are risks of economic ramifications resulting from climatic events such as extreme weather and long-term environmental changes. Political risks are risks of regulatory changes. Transitions risk relate to shifts in consumer behaviour and technological advancements, resulting from the process of transitioning away from reliance on fossil fuels towards renewable energy sources. Physical risks are considered when determining the remaining useful life of PPE, and on the assessment of impairment indicators, see section 4.
Capsol has not had any significant transactions in the period.
This section provides insights into the financial performance of the Group over the periods presented, including those relating to financing activities, employee costs, taxes and government grants.
Capsol Technologies has determined that the Group has only one operating segment, and thus only one reporting segment, which is the carbon capture solution technology. The determination of one operating and one reporting segment is strongly based on the internal financial information monitored by the board of directors, the management and Capsol Technologies' current business model and operations, as well as the fact that all business and sale is managed centrally by the management group. The internal financial information is reported using the principles of the annual financial statements. The groups primary measure of results is operating income / -loss.
| Geographical distribution | 2023 | 2022 | 2021 |
|---|---|---|---|
| Amounts in NOK | |||
| Europe | 34 160 224 | 10 766 762 | 37 950 |
| US | - | - | - |
| Others | - | - | - |
| Other operating income | - | 21 666 | 29 624 |
| Total operating revenue | 34 160 224 | 10 788 428 | 67 574 |
| Timing of revenue recognition | |||
| At point in time | 3 247 363 | 1 183 550 | 67 574 |
| Over time | 30 912 860 | 9 604 878 | - |
Capsol Technologies has currently two revenue streams
Any costs to prepare the CapsolGo® demonstration units at site are a cost to fulfill the performance obligation and will be amortised over the planned testing period.
None of the revneue mentioned on table above was recognised in Norway. Recorded revenues are from CapsolGo® demonstration campaigns and from feasibility and engineering studies. Other operating income is related to sublease of offices. All non-current assets held by the Group are located in Europe.
Capsol has in 2022 and 2023 had a significant portion of its revenue from two significant customers. In 2023, revenues of approximately NOK 23.5 million are derived from a single external customer, name not disclosed. In 2022, revenue of approximately NOK 9.6 million was from Öresundskraft AB. The revenue from these significant customers can in its entirety be attributed to revenue from OTSP testing of CapsolGo® units.
| 31 Dec 2023 | 31 Dec 2022 | 31 Dec 2021 | |
|---|---|---|---|
| Amounts in NOK | |||
| Assets recognised from costs to fulfill contracts | 1 735 104 | - | - |
| Total contract assets | 1 735 104 | - | - |
| 31 Dec 2023 | 31 Dec 2022 | 31 Dec 2021 | |
|---|---|---|---|
| Amounts in NOK | |||
| Current contract liabilities relating to CapsolGo® | 13 660 071 | ||
| Total contract liabilities | 13 660 071 | - | - |
1 January 2021 the amount of liabilities related to contracts with customers was 0.
Prepayments relate to upfront and start-up fees that occur up until commencement of the OTSP demonstration with the CapsolGo® units. These payments are to cover the set-up costs and part of the monthly fees paid in the OTSP demonstration period.
Capsol's contract balances (both the prepayments from customers and the contract assets) at year-end 31 December 2023 will be recognised as revenue and costs within the next reporting period, as all remaining performance obligations have duration below one year.
1 January 2021 the amount of assets recognised from cost to fulfull a contract was 0.
The assets recognised relate to set-up costs to prepare the CapsolGo® demonstration units at site up until commencement of the OTSP demonstration. The set-up costs are considered a cost to fulfill the CapsolGo® performance obligations and amortised as the performance obligation is fulfilled (the OTSP demonstration period).
| Personnel expenses | 2023 | 2022 | 2021 |
|---|---|---|---|
| Amounts in NOK | |||
| Salaries | 24 427 252 | 13 982 643 | 5 387 347 |
| Employment tax | 3 982 453 | 2 139 293 | 881 813 |
| Other benefits | 2 903 585 | 1 447 833 | 573 478 |
| Share based compensation cost | 5 639 676 | 10 041 902 | 4 425 610 |
| Share based compensation employment tax | 1 302 266 | -1 573 394 | 2 015 947 |
| Tax refund (SkatteFUNN) | -828 590 | -411 436 | -97 888 |
| Total | 37 426 643 | 25 626 841 | 13 186 306 |
| During 2023, the average number of employees was | 21 | 11 | 7 |
| Accounting policies | |
|---|---|
The Group recognises the undiscounted amount of short-term employee benefits expected to be paid to its employees in exchange for their services. Obligations for short-term employee benefits mainly include wages and salaries, bonuses, annual leave and accumulated sick leave that are expected to be settled within twelve months of the reporting date. Employee benefit obligations are included in the 'other current liabilities' in the statement of financial position.
The Group has incurred in the following employee benefit expenses:
See Section 7.3.1 for further information on remuneration to its key management personnel.
The company is liable to maintain an occupational pension scheme under the Mandatory Occupational Pension Act. The company's pension scheme satisfies the requirements of this act. The Group has a defined contribution plan for its employees, where payments are made through an insurance group. Cost from the defined contribution plans is recognised when payable. Capsol does not hold any credit or actuarial risks from these contribution plans. The pension cost is included under, 'other benefits', in the table above.
| Shares, subscription rights, warrants, options | Total | Issued | Exercise price | Proceeds if exercised |
|---|---|---|---|---|
| Issued shares as of 31 December 2023 | 53 533 395 | 53 533 395 | ||
| Share-based compensation | 5 000 000 | 4 998 000 | 12.18 | 60 875 640 |
| Total as of 31 December 2023 | 58 533 395 | 58 531 395 | 60 875 640 |
Share-based compensation programs are provided to the Group's employees. These programs are equity-settled, since services rendered by the employees will be settled with the Group's own equity instruments.
The cost of the equity-settled program is measured at the fair value of the options, at the grant date. The cost is recognised as 'employee benefit expenses', with a corresponding increase in equity, over the vesting period. The vesting period is the period over which the specified vesting conditions are to be satisfied.
At the end of each reporting period, the Group revises its best estimates of the number of options expected to vest, recognising in the statement of comprehensive income the difference between the cumulative expense at the beginning and period-end dates, with a corresponding adjustment to equity.
When the options vest in annual instalments over the vesting period, in substance it implies that each instalment has a different vesting period. Therefore, the Group accounts for each "tranche" as a separate award.
The Group recognises social security taxes from its share-based payments in line with IAS 37 'Provisions, contingent liabilities and contingent assets'. The Group assumes that the activity that triggers the payment is the granting of the options to its employees, and measures the liability as the share price per the reporting date, minus the strike price of the options, multiplied by the current applicable social security tax rate.
On 30 June 2021, the Annual General Meeting approved a share-based compensation program for employees and board members with a volume of up to 5 000 000 options (which would equal the same number of shares if options are exercised), of these 1 200 000 have now been allocated to members of the board, 3 160 000 options have been allocated to CEO and senior management and additionally 638 000 to other employees, while 2 000 options have not been allocated. The compensation program had its first effective date 1 July 2021.
Options are exercisable at a price equal to the average quoted market price of the parent company's shares on the date of grant. The vesting period is three years. Options are forfeited if the employee leaves the group before the options vest.
Options may be exercised at any time from the date of vesting to the date of their expiry.
These options expires three years after vesting. Options are granted to management and select key personnel, typically at start of employment with the company, and serves as part of the compensation package and as a tool for retention.
Terms for Capsol Technologies board members Strike NOK 10.00 to NOK 15.88, vesting three years with 1/3 each year.
Strike price shall be 10.00 NOK for current management and employees (per 30 June 2021). Strike price for participants added to the incentive program in the future will be adjusted relative to share price at the time of issuing. Vesting shall be over a period of three years. With 25% vested year 1. 25% vested year 2 and 50% vested year 3.
For cost related to share-based payment see note 3.3.
Issued shares as of 31 December 2023 amounted to 53 533 395 shares. With additional shares potentially subscribed for under the Share based compensation arrangement, the total number of shares potentially issued would 58 533 395 shares.
| Allocation | Strike price | Issue date | Vesting | |
|---|---|---|---|---|
| Person (Board members) | ||||
| Endre Ording Sund (Chairman) | 100 000 | 10.00 | 1 Jul 2021 | 3 years with 1/3 each year |
| Einar Chr. Lange | 100 000 | 10.00 | 1 Jul 2021 | 3 years with 1/3 each year |
| Claes Oskar Nygren (Retired from Board) | 100 000 | 10.00 | 1 Jul 2021 | 3 years with 1/3 each year |
| John Arne Ulven | 225 000 | 10.00 | 1 Jul 2021 | 3 years with 1/3 each year |
| Monika Inde Zsak | 225 000 | 10.00 | 1 Jul 2021 | 3 years with 1/3 each year |
| Wayne Thomson | 225 000 | 15.88 | 1 Jul 2022 | 3 years with 1/3 each year |
| Ellen Merete Hanetho | 112 500 | 13.95 | 27 Sep 2023 | 3 years with 1/3 each year |
| Wendy Lam | 112 500 | 13.95 | 27 Sep 2023 | 3 years with 1/3 each year |
| Total board | 1 200 000 | |||
| Person (CEO and senior management) | ||||
| Jan Kielland, CEO | 850 000 | 10.00 | 1 Jul 2021 | 3 year with 1/3 each year |
| Ingar Bergh, CFO | 750 000 | 10.00 | 1 Jul 2021 | 3 year with 1/3 each year |
| Tone Bekkestad, CMO | 590 000 | 10.00 | 1 Jul 2021 | 3 year with 1/3 each year |
| Cato Christensen, CTO | 500 000 | 11.50 | 15 Aug 2022 | 3 year with 1/3 each year |
| Johan Jungholm, CCO | 230 000 | 13.00 | 18 Oct 2021 | 3 year with 1/3 each year |
| Philipp Staggat, CPO | 240 000 | 13.64 | 1 Oct 2021 | As above (two tranches issued, 190 000 at 1 Oct 2021 |
| 50 000 issued at 13 Dec 2023) | ||||
| Total CEO and senior management | 3 160 000 | |||
| Total other Employees (average weighed) | 638 000 | 12.58 | 1 Jul 2021-1 Sep 2022 3 years with 25% in year 1. 25% in year 2 and 50% in year 3 | |
| Total issued to Board and Employees | ||||
| Not allocated options in program | 4 998 000 2 000 |
|||
| Total for the program | 5 000 000 |
Options issued under the share based compensation scheme:
| 31 Dec 2023 | 31 Dec 2022 | 31 Dec 2021 | ||||
|---|---|---|---|---|---|---|
| Number of share options |
Weighted average exercise price |
Number of share options |
Weighted average exercise price |
Number of share options |
Weighted average exercise price |
|
| Outstanding at beginning of year | 4 645 1000 | 11.29 | 3 570 000 | 10.51 | - | - |
| Granted during the year | 658 000 | 13.06 | 1 750 000 | 13.89 | 3 570 000 | 10.51 |
| Forfeited during the year | 305 000 | 14.81 | - | - | - | - |
| Exercised during the year | - | - | - | - | - | - |
| Expired during the year | - | - | - | - | - | - |
| Outstanding at the end of the year | 4 998 000 | 12.18 | 4 645 000 | 11.29 | 3 570 000 | 10.51 |
| Exercisable at the end of the year | 2 170 833 | 10.86 | 1 060 000 | 10.34 | - | - |
| 31Dec 2023 |
31 Dec 2022 | 31 Dec 2021 | |
|---|---|---|---|
| Weighted average share price | 12.18 | 11.29 | 10.51 |
| Weighted average exercise price | 12.18 | 11.29 | 10.51 |
| Expected volatility | 50% | 50% | 50% |
| Expected life | 5.25 | 5.25 | 5.25 |
| Risk-free rate | 3.43% | 2.87% | 1.0% |
The options outstanding on 31 December 2023 had a weighted average exercise price of NOK 12.18. In 2023, options were granted throughout the year. The aggregate of the estimated fair values of the options granted is about NOK 2.7 million. In 2022 the estimated fair value of the options granted was about NOK 7.0 million. In 2021 the estimated fair value of the options granted was about NOK 18.4 million. For practical purposes there will be minor discrepancies between when options are granted, and cost is recognised. The inputs into the black and scholes option valuation model is as follows:
Expected volatility was determined by calculating a weighted mix of peers and a selected index. This has been done due to the limited history of trade in the share. The expected life used in the model is conservative and does not include estimates, for the effects of non-transferability, exercise restrictions, and behavioural considerations.
The Group recognised total expenses of NOK 6.9 million, NOK 8.5 million and NOK 6.4 million related to equity-settled share-based payment transactions in 2023, 2022 and 2021 respectively. Including provisions for employment tax.
| 2023 | 2022 | 2021 | |
|---|---|---|---|
| Amounts in NOK | |||
| Machinery & equipment | 6 243 787 | 286 244 | - |
| Right of use assets | 1 493 489 | 529 530 | 397 147 |
| Patents | 431 794 | 431 794 | 431 794 |
| Total | 8 169 069 | 1 247 568 | 828 941 |
| 2023 | 2022 | 2021 | |
|---|---|---|---|
| Amounts in NOK | |||
| Short term and low value leases | 284 641 | 55 144 | 108 311 |
| Professional fees | 11 220 948 | 10 703 865 | 6 586 632 |
| Other general and administrative expenses | 10 856 252 | 5 283 636 | 4 700 798 |
| Capitalised cost | -92 198 | -268 507 | -122 360 |
| Total | 22 269 643 | 15 774 138 | 11 273 382 |
Depreciation and amortisation expenses are measured on a straight-line basis over the estimated useful life of the asset, commencing when the asset is ready for its intended use.
Other operating expenses mainly relate to professional fees and other administrative fees in developing the business of Capsol Technologies. Internal costs to develop the CapsolGo® units have been recognised as part of property, plant and equipment. For other research and development costs in Capsol, management has assessed that the requirements to capitalise is not present refer to section 4.1.
| This period's tax expense | 2023 | 2022 | 2021 |
|---|---|---|---|
| Amounts in NOK | |||
| Payable tax | - | - | - |
| Changes in deferred tax | - | - | - |
| Tax expense on ordinary profit/loss | - | - | - |
| Taxable income | |||
| Ordinary result before tax | -43 408 498 | -34 414 677 | -25 313 507 |
| Permanent differences | 2 342 047 | 8 231 908 | -4 394 800 |
| Changes in temporary differences | 6 257 644 | -3 384 466 | 2 638 973 |
| Taxable income | -34 808 808 | -29 567 235 | -27 069 334 |
| Reconciliation of tax expense: | |||
| Ordinary result before tax | -43 408 498 | -34 414 677 | -25 313 507 |
| Tax expense 22% | -9 549 870 | -7 571 229 | -5 568 971 |
| Tax effect on permanent differences | 515 250 | 1 811 020 | -966 856 |
| Not recognised deferred tax assets | 9 034 619 | 5 760 209 | 6 535 827 |
The tax expense consists of the tax payable and changes to deferred tax. Deferred tax/tax assets are calculated on all differences between the book value and tax value of assets and liabilities. Deferred tax is calculated as 22% of temporary differences and the tax effect of tax losses carried forward. Deferred tax assets are recorded in the balance sheet when it is more likely than not that the tax assets will be utilised. Taxes payable and deferred taxes are recognised directly in equity to the extent that they relate to equity transactions.
| Dec 2023 31 |
31 Dec 2022 | Changes | 31 Dec 2022 | 31 Dec 2021 | Changes | 31 Dec 2021 | 1 Jan 2021 | Changes | |
|---|---|---|---|---|---|---|---|---|---|
| Amounts in NOK | |||||||||
| Temporary differences | -5 439 011 | 818 633 | 6 257 644 | 818 633 | -2 565 833 | 3 384 466 | -2 565 833 | 73 140 | -2 638 973 |
| Tax loss carried forward | -108 489 334 | -73 680 526 | 34 808 808 | -73 680 526 | -44 113 291 | 29 567 235 | -44 113 291 | -16 984 228 | -27 129 063 |
| Total | -113 928 345 | -72 861 893 | 41 066 451 | -72 861 893 | -46 629 124 | 26 169 358 | -46 679 124 | -16 911 088 | -29 768 036 |
| 22% deferred tax asset | -25 064 236 | -16 029 617 | 9 034 619 | -16 029 617 | -10 269 407 | 5 757 259 | -10 269 407 | -3 720 439 | -6 548 968 |
| Not recognised | 25 064 236 | 16 029 617 | -9 034 619 | 16 029 617 | 10 269 407 | -5 757 259 | 10 269 407 | 3 720 493 | 6 548 968 |
| Deferred tax asset recognised | - | - | - | - | - | - |
Capsol has not yet achieved taxable income and has therefore not recognised any deferred taxable assets. Total carry forward losses at period end 31 December 2023 is NOK 108.5 million. As such, there are no uncertain tax positions in the group at period end 31 December 2023, 31 December 2022, 31 December 2021 or 1 January 2021.
The tax effect on temporary differences and tax loss carried forward that has formed the basis for deferred tax and deferred tax assets, specified on type of temporary differences.
| Classification of net financial items | 2023 | 2022 | 2021 |
|---|---|---|---|
| Amounts in NOK | |||
| Other interest income | 1 010 364 | - | 1 |
| Currency gain | 3 990 313 | 919 364 | 4 126 |
| Other interest expense | -272 108 | -343 847 | 69 016 |
| Interest expense lease | -471 688 | -9 238 | -15 061 |
| Currency loss | -4 256 881 | -566 279 | -58 082 |
| Net financial items | -1 927 256 | 63 860 | -92 451 |
| Basic and diluted earnings per share | 2023 | 2022 | 2021 |
|---|---|---|---|
| Amounts in NOK | |||
| Profit/(loss) for the year | -43 408 498 | -34 414 676 | - 25 313 507 |
| Total basic and diluted earnings per share attributable to the ordinary equity | - 0,81 | - 0,67 | -0,73 |
| Basic and diluted earnings per share | 2023 | 2022 | 2021 |
|---|---|---|---|
| Amounts in NOK | |||
| Profit/(loss) for the year | -43 408 498 | -34 414 676 | - 25 313 507 |
| Total basic and diluted earnings per share attributable to the ordinary equity | - 0,81 | - 0,67 | -0,73 |
| Weighted average number of shares used as the denominator | |||
| Weighted average number of shares used in basic earnings per share | 53 533 395 | 51 625 598 | 34 864 989 |
| Potential dilutive effect of granted share options | 4 998 000 | 4 645 000 | 6 520 619 |
| Of which are anti-dilutive1 | -4 998 000 | -4 645 000 | -6 520 619 |
| Weighted average number of shares used in diluted earnings per share | 53 533 395 | 51 625 598 | 34 864 989 |
Basic earnings per share is calculated by dividing the profit attributable to owners of Group, excluding any costs of servicing equity other than ordinary shares; by the weighted average number of ordinary shares outstanding during the financial year.
¹The granted share options have an anti-dilutive effect on diluted earnings per share as the group are having losses and are not included in the calculation of weighted number of shares used in the diluted earnings per share calculation. Basic and dilutive number of shares used in the earnings per share calculation are the therefore the same
Transactions in foreign currency. Foreign currency transactions are translated into NOK using the exchange rates on the transaction date. Monetary balances in foreign currencies are translated into NOK at the exchange rates on the date of the balance sheet. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.
| Intangible assets | Patents Dec 2023 31 |
Digital Platform Dec 2023 31 |
Total Dec 2023 31 |
Patents 31 Dec 2022 |
Patents 31 Dec 2021 |
|---|---|---|---|---|---|
| Amounts in NOK | |||||
| Accumulated cost at 1 January | 7 340 500 | - | 7 340 500 | 7 340 500 | 7 340 500 |
| Additions | - | 1 292 394 | 1 292 394 | - | - |
| Accumulated cost at 31 December | 7 340 500 | 1 292 394 | 8 632 894 | 7 340 500 | 7 340 500 |
| Accumulated depreciation and impairment at 1 January | - 863 588 | - | -863 588 | -431 794 | - |
| Amortisation for the year | -431 794 | - | -431 794 | -431 794 | - 431 794 |
| Accumulated depreciation and impairment 31 December | - 1 295 382 | - | - 1 295 382 | -863 588 | - 431 794 |
| Net carrying amount at 31 December | 6 045 118 | 1 292 394 | 7 337 512 | 6 476 912 | 6 908 706 |
| Depreciation method | Straight line | Straight line | Straight line | Straight line | |
| Useful life | 17 | 5 | 17 | 17 |
The company holds patented technology for large-scale CO₂ capture in power production and other industrial applications, and started to depreciate the patents in 2021. Intangible assets are initially recognised at cost and amortised to their residual values over their economic useful life using the straight-line method. Estimated residual values and expected useful lives of assets are reviewed by the Group at least at each financial reporting date. The patents have an average useful life of 17 years from the start of its amortisation in 2021.
Capsol's research and development activities relate mainly to development of the patents on carbon capture technology. Internal costs to develop the CapsolGo® units have been recognised as part of property, plant and equipment. In addition, development of a new technological digital platform has been recognised in 2023. For other research and development costs relating to the developing the patents and technology, management has assessed that the requirements to capitalise is not present.
The Digital Platform is still under development and is not amortised as of year-end 31 December 2023.
| Property, plant & equipment | Dec 2023 31 |
31 Dec 2022 |
31 Dec 2021 |
|---|---|---|---|
| Amounts in NOK | |||
| Accumulated cost at 1 January | 25 090 070 | 2 964 720 | - |
| Additions | 51 218 785 | 22 125 350 | 2 964 720 |
| Government grants* | -2 511 228 | -1 211 545 | - |
| Accumulated cost at 31 December | 73 797 627 | 23 878 525 | 2 964 720 |
| Accumulated depreciation and impairment at 1 January | -286 244 | - | - |
| Depreciation for the year | -6 243 787 | -286 244 | - |
| Accumulated depreciation and impairment 31 December | -6 530 031 | -286 244 | - |
| Net carrying amount at 31 December | 67 267 596 | 23 592 281 | 2 964 720 |
| Depreciation method | Straight line | Straight line | Straight line |
| Useful life | 5 | 5 | 5 |
Property, plant and equipment ('PPE') is initially recognised at cost and subsequently measured at cost less accumulated depreciation and impairments.
Estimated residual values and expected useful lives of assets are reviewed by the Group at least annually. In estimating the remaining useful lives of the assets, Management considers the expected level of use; the expected physical wear and tear together with the maintenance plans; and any technical, legal or commercial obsolescence arising from, among others, laws and regulations affecting health, safety or environmental regulations.
*The government grants that reduce the cost of the PPE assets are related to SkatteFUNN, see section 7.2 for further information.
Non-financial assets held by the Group are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units).
There have not been identified any indicators of impairment in 2023.
| Dec 2023 31 |
31 Dec 2022 |
31 Dec 2021 |
1 Jan 2021 |
|
|---|---|---|---|---|
| Amounts in NOK | ||||
| Government grant | 3 432 016 | 1 891 487 | 783 545 | - |
| Prepaid Expenses | 2 122 447 | 772 307 | 599 123 | - |
| VAT receivable | 3 734 260 | 5 731 585 | 652 078 | 1 802 589 |
| Other receivables | 137 930 | 141 249 | - | 1 711 376 |
| Total other current receivables | 9 426 653 | 8 536 628 | 2 034 746 | 3 513 965 |
| Dec 2023 31 |
31 Dec 2022 |
31 Dec 2021 |
1 Jan 2021 |
|
|---|---|---|---|---|
| Amounts in NOK | ||||
| Accrued interest | 264 774 | 184 268 | - | - |
| Accrued expenses | 2 417 127 | 1 915 755 | 559 815 | 518 138 |
| Accrued employee expenses | 4 839 535 | 2 397 552 | 2 543 327 | 1 466 118 |
| Other | 10 135 | 201 705 | 679 515 | 46 960 |
| Total other current liabilities | 7 531 571 | 4 699 280 | 3 782 656 | 2 031 216 |
| Financial assets | 31 Dec 2023 | 31 Dec 2022 |
31 Dec 2021 |
1 Jan 2021 |
|---|---|---|---|---|
| Amounts in NOK | ||||
| Financial assets measured at amortised cost | ||||
| Accounts receivables | 9 821 949 | 1 995 475 | - | 49 050 |
| Cash and cash equivalents | 41 615 681 | 61 565 235 | 85 143 548 | 775 461 |
| Total financial assets | 51 437 630 | 63 560 710 | 85 143 548 | 824 511 |
| Financial liabilities | 31 Dec 2023 | 31 Dec 2022 |
31 Dec 2021 |
1 Jan 2021 |
|---|---|---|---|---|
| Amounts in NOK | ||||
| Financial liabilities measured at amortised cost | ||||
| Non-current lease liability | 6 621 710 | - | 144 729 | - |
| Debt to financial institutions | 63 713 587 | 23 000 000 | - | - |
| Current lease liability | 1 880 567 | 144 729 | 532 642 | - |
| Trade creditors | 15 324 695 | 1 372 646 | 5 415 717 | 4 070 571 |
| Other current liabilities | 264 774 | 184 268 | - | - |
| Total financial liabilities | 87 805 333 | 24 701 643 | 6 093 088 | 4 070 571 |
Capsol Technologies has only financial instruments measured at amortised cost. The group has not had any financial instruments measured at fair value in the reporting period 1 January 2021 to 31 December 2023. The financial instruments' amortised cost is considered to be a close approximation to their fair value.
This section provides insights into Capsol Technologies' financial instruments, including financial risk and capital management.
| Overview of borrowings | 31 Dec 2023 | 31 Dec 2022 |
31 Dec 2021 |
|---|---|---|---|
| Amounts in NOK | |||
| Non-current | |||
| Debt to credit institutions | 45 212 693 | 18 400 000 | - |
| Total non-current borrowings | 45 212 693 | 18 400 000 | - |
| Current | |||
| Debt to credit institutions | 18 500 894 | 4 600 000 | - |
| Total current borrowings | 18 500 894 | 4 600 000 | - |
| Total borrowings | 63 713 587 | 23 000 000 | - |
Borrowings are initially recognised at fair value, net of transaction costs incurred that are directly attributable to the issuance of the financial liability. After initial recognition, borrowings are measured at amortised cost. Any difference between the net proceeds and the redemption amount is recognised in profit or loss over the period of the borrowings using the effective interest method.
Borrowings are classified as current liabilities except for the portion of the liability that is due to be settled more than twelve months after the reporting period, or for the portion the Group has an unconditional right to defer settlement for at least twelve months after the reporting period.
| Amounts in NOK | |
|---|---|
| Booked value of secured assets | 31 Dec 2023 | 31 Dec 2022 |
31 Dec 2021 |
|---|---|---|---|
| Amounts in NOK | |||
| Plant and equipment | 67 267 596 | 23 592 281 | - |
| Account receivables | 9 821 949 | 1 995 475 | - |
| Total | 77 089 545 | 25 587 756 | - |
Debt with financial institutions
Debt to financial institutions consist of three loans, with maturity in 2027 and 2028. Interest and principal are paid on quarterly instalments. The interest rate continues to be based on the NIBOR and EURIBOR index plus a margin of 2.9%p.a. See section 6.8.2 for an overview of the maturity.
The debt to credit institutions requires certain assets to be pledged as security. Assets pledged as security includes property, plant and equipment and accounts receivables.
Borrowings for Capsol are subject to the following covenants:
• Capsol should at all times have positive cash equivalent to 1 year's interest and
Capsol has complied with all the covenants throughout all the reporting periods presented in the financial statements.
| Right-of-use assets | 2023 | 2022 | 2021 |
|---|---|---|---|
| Amounts in NOK | |||
| At 1 January | 132 382 | 661 912 | - |
| Additions | 9 883 894 | - | 1 059 060 |
| Depreciation charge | -1 493 489 | - 529 530 | - 397 147 |
| At 31 December | 8 522 788 | 132 382 | 661 912 |
The Group recognises right-of-use assets and lease liabilities for all lease contracts, except leases that are considered short-term (lease term of 12 months or less), or leases for underlying assets that are of a low value. Management considers as low value those assets that are worth NOK 50 thousand or less when new.
The Group has lease agreements related to offices and office equipment. The lease term for the present offices are of five years with options to both extend and terminate the lease contracts at Management's discretion. The Group is not typically subject to variable lease payments for its leases.
See section 6.8.2 for an overview of the leases maturity.
The right-of-use assets are initially measured at cost, which comprises the initial amount of the lease liabilities less any lease payments made at or before the commencement date of the lease, and initial direct costs and lease incentives received.
Subsequently, right-of-use assets are measured at cost less accumulated depreciation and impairments and adjusted for certain remeasurements of the lease liabilities. Depreciation of the right-of-use asset is carried out using the straight-line method over the shorter of the lease term or the useful life of the underlying asset.
| 31 Dec 2023 | 31 Dec 2022 |
31 Dec 2021 |
1 Jan 2021 |
|
|---|---|---|---|---|
| Amounts in NOK | ||||
| Current | 1 880 567 | 144 729 | 532 642 | - |
| Non-current | 6 621 710 | - | 144 729 | - |
| Total lease liability | 8 502 277 | 144 729 | 677 371 | - |
| Dec 2023 31 |
31 Dec 2022 |
31 Dec 2021 |
|
|---|---|---|---|
| Amounts in NOK | |||
| Office | 8 110 034 | 132 382 | 661 912 |
| Office equipment | 412 754 | - | - |
| Total right-of-use assets | 8 522 788 | 132 382 | 661 912 |
| Depreciation method | Straight line | Straight line | Straight line |
| Useful life | 5 | 2 | 2 |
Lease liabilities are recognised at the lease commencement date. The lease liabilities are measured as the present value of future lease payments, discounting by the Group's incremental borrowing rate. Lease payments mainly consist of fixed payments, which are typically updated by changes on consumer price indexes or interest rate levels. Lease liabilities are measured at amortised cost using the effective interest rate method. If there is a change in future lease payments arising from a change in an index or rate, there is a change in the Group's estimate of the amount expected to be payable under a residual value guarantee, or the Group changes its assessment of whether it will exercise a purchase, extension or termination option, the liability is remeasured and a matching adjustment is made to the carrying amount of the related right-of-use asset. No significant changes in this regard have occurred during the period.
See section 6.8.2 for an overview of the maturity.
| Amounts recognised in the income statement | 2023 | 2022 | 2021 |
|---|---|---|---|
| Amounts in NOK | |||
| Interest expense (included in finance cost) | 471 688 | 9 238 | 15 061 |
| Expense relating to short-term and low-value leases | - | - | - |
| Expense relating to depreciation | 1 493 489 | 529 530 | 397 147 |
| Total | 1 965 177 | 538 768 | 412 209 |
| Additional information/Sensitivty analysis | 2023 | 2022 | 2021 |
| Effect on lease liabilities if the discount rate increases by 1 % | - 150 278 | - 117 | - 3 850 |
| Effect on lease liabilities if the discount rate decreases by 1 % | 155 409 | 118 | 3 919 |
| The total cash outflow for leases in NOK | 1 998 035 | 541 880 | 396 750 |
| 31 Dec 2023 | 31 Dec 2022 |
31 Dec 2021 |
|
|---|---|---|---|
| Amounts in NOK | |||
| Opening balance 1 January | 144 729 | 677 371 | - |
| Principal repayments | - 1 526 346 | - 532 642 | - 381 689 |
| Interest expense | 471 688 | 9 238 | 15 061 |
| Interest paid | - 471 688 | - 9 238 | - 15 061 |
| New leases | 9 883 894 | - | 1 059 060 |
| Closing balance 31 December | 8 502 277 | 144 729 | 677 371 |
The following amounts have been recognised in the income statement in relation to leases
| Reconciliation cash flow from financing activities | Borrowings | Lease liabilities | Total |
|---|---|---|---|
| Amounts in NOK | |||
| Liabilities from financing activities at 1 January 2021 | - | - | - |
| Financing cash flow (payments) | - | -381 689 | -381 689 |
| Cash inflows from new borrowings | - | - | |
| New leases | - | 1 059 060 | 1 059 060 |
| Other changes | - | - | |
| Liabilities from financing activities at 31 December 2021 | - | 677 371 | 677 371 |
| Financing cash flow (payments) | -532 642 | -532 642 | |
| Cash inflows from new borrowings | 23 000 000 | - | 23 000 000 |
| New leases | - | - | - |
| Other changes | - | - | - |
| Liabilities from financing activities at 31 December 2022 | 23 000 000 | 144 729 | 23 144 729 |
| Financing cash flow (payments) | -5 822 146 | -1 526 346 | -7 348 492 |
| Cash inflows from new borrowings | 48 996 562 | - | 48 996 562 |
| New leases | - | 9 883 894 | 9 883 894 |
| FX changes loan | -2 460 828 | -2 460 828 | |
| Liabilities from financing activities at 31 December 2023 | 63 713 588 | 8 502 277 | 72 215 86 |
| 31 Dec 2023 | 31 Dec 2022 |
31 Dec 2021 |
1 Jan 2021 |
|
|---|---|---|---|---|
| Amounts in NOK | ||||
| Cash at bank | 41 615 681 | 61 565 235 | 85 143 548 | 775 461 |
| Total | 41 615 681 | 61 565 235 | 85 143 548 | 775 461 |
| Bank overdrafts | - | - | - | - |
| Balances per statement of cash flow | 41 615 681 | 61 565 235 | 85 143 548 | 775 461 |
| Restricted cash included in the above: | ||||
| Payment of employees' tax deduction | 1 127 023 | 955 054 | 477 677 | - |
| 31 Dec 2023 | 31 Dec 2022 |
31 Dec 2021 |
1 Jan 2021 |
|
|---|---|---|---|---|
| Amounts in NOK | ||||
| Accounts receivables | 9 821 949 | 1 995 475 | - | 49 050 |
| Total accounts payables | 9 821 949 | 1 995 475 | - | 49 050 |
No allowance for impairment of accounts receivables for the reporting period end 31 December 2023, 2022 or 2021. For credit risk, refer to section 6.8.1
Accounts receivables are recognised at the original invoiced amount, less impairment losses. The invoiced amount is considered to be approximately equal to the value derived if the amortised cost method would have been used. Impairment losses are estimated based on the expected credit loss method (ECL) for accounts receivables, contract assets (with or without a significant financing component) and other receivables
| 31 Dec 2023 | 31 Dec 2022 |
31 Dec 2021 |
1 Jan 2021 | |
|---|---|---|---|---|
| Amounts in NOK | ||||
| Accounts payables | 15 324 695 | 1 372 646 | 5 415 717 | 4 070 571 |
| Total accounts payables | 15 324 695 | 1 372 646 | 5 415 717 | 4 070 571 |
As indicated in note 6.1, financial assets held by the Group mainly comprise cash and cash equivalents and trade receivables. Financial liabilities are of borrowings, lease liabilities, and trade payables. In conducting its operations, the Group faces the following main types of risks: credit risk, liquidity risk and market risk. Management keeps track of the evolution of the different risks, and the potential impact to the Group. The Group has not entered into any derivative contracts to manage its exposure to financial risks during 2023, 2022 or 2021.
Credit risk is the risk that a customer or one party to a financial asset instrument will cause a financial loss for the Group by failing to settle its obligation. The Group is exposed to credit risks in conducting its ordinary activities, however, customers are generally larger national or multinational groupings, with a low credit risk score.
| At 31 December 2023 | Carrying amount | Less than 3 months | 3-12 months | 1-5 years | More than 5 years | Total |
|---|---|---|---|---|---|---|
| Amounts in NOK | ||||||
| Borrowings NOK | 18 400 000 | 1 150 000 | 3 450 000 | 13 800 000 | - | 18 400 000 |
| Borrowings EUR | 45 313 587 | 3 475 223 | 10 425 670 | 31 412 693 | - | 45 313 587 |
| Lease liabilities | 8 502 277 | 617 673 | 1 853 020 | 7 440 493 | - | 9 911 186 |
| Total financial liabilities | 72 215 864 | 5 242 897 | 15 728 690 | 52 653 186 | - | 73 624 773 |
| At 31 December 2022 | Carrying amount | Less than 3 months | 3-12 months | 1-5 years | More than 5 years | Total |
|---|---|---|---|---|---|---|
| Amounts in NOK | ||||||
| Borrowings NOK | 23 000 000 | 1 150 000 | 3 450 000 | 18 400 000 | - | 23 000 000 |
| Lease liabilities | 144 729 | 145 015 | - | - | - | 145 015 |
| Total financial liabilities | 23 144 729 | 1 295 015 | 3 450 000 | 18 400 000 | - | 23 145 015 |
| At 31 December 2021 | Carrying amount | Less than 3 months | 3-12 months | 1-5 years | More than 5 years | Total |
| Amounts in NOK | ||||||
| Lease liabilities | 677 371 | 135 470 | 406 410 | 145 015 | - | 686 895 |
| Total financial liabilities | 677 371 | 135 470 | 406 410 | 145 015 | - | 686 895 |
| More than 5 years | Total |
|---|---|
| 18 400 000 | |
| 45 313 587 | |
| 9 9 1 1 1 8 6 | |
| 73 624 773 | |
| More than 5 years | Total |
| 23 000 000 | |
| 145 015 | |
| 23 145 015 | |
| More than 5 years | Total |
| 686 895 | |
| 686 895 |
Liquidity risk is the risk that the Group is unable to meet the obligations associated with its financial liabilities. The Group manages its liquidity to ensure it has a sufficient liquidity reserve to meet the liabilities in the short and long term. Management develops a rolling forecast on liquidity, which are regularly monitored against the financial liabilities.
The following table discloses the maturity analysis for non-derivative liabilities, showing its undiscounted remaining contractual liabilities:
| At 31 December 2023 | EUR | GBP | USD |
|---|---|---|---|
| Financial assets | 5 394 456 | - | - |
| Accounts receivables | 1 929 670 | - | - |
| Cash and bank deposits | 3 464 786 | - | - |
| Financial liabilities | - 5 062 834 | - 25 619 | - 83 275 |
| Trade payables | - 1 021 774 | - 25 619 | - 83 275 |
| Debt to financial institutions | - 4 041 060 |
| Exchange rate sensitivity analysis | 2023 | 2022 | 2021 |
|---|---|---|---|
| Increase in EUR/NOK exchange rate of 10 percent | 33 162 | 17 975 | - 18 000 |
| Increase in GBP/NOK exchange rate of 10 percent | - 2 562 | - 207 | - |
| Increase in USD/NOK exchange rate of 10 percent | - 8 327 | - | - |
| At 31 December 2022 | EUR | GBP | USD |
|---|---|---|---|
| Financial assets | 190 000 | - | - |
| Accounts receivables | 190 000 | - | - |
| Financial liabilities | - 10 250 | - 2 067 | - |
| Trade payables | - 10 250 | - 2 067 | - |
| At 31 December 2021 | EUR | GBP | USD |
|---|---|---|---|
| Financial assets | - | - | - |
| Accounts receivables | - | - | - |
| Financial liabilities | -180 000 | - | - |
| Trade payables | -180 000 | - | - |
| Interest rate sensitivity analysis | 2023 | 2022 | 2021 |
|---|---|---|---|
| Increase in borrowing rate of 5 per cent | 3 610 793 | 1 157 236 | - |
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. The Group is mainly exposed to interest rate and foreign currency risk.
The Group's exposure to interest rate risk arises from long-term borrowings with variable rates (see note 6.1 and 6.2 for further information) based on the NIBOR and EURIBOR rate applicable at each point in time.
The Group has not entered any interest rate swaps agreement or other interest rate hedges to mitigate risk related to increase in the variable interest rate of its loans.
The Group's primary operational foreign currency risk is linked to fluctuations in the value of Euro versus Norwegian Krone. From 2023, the revenue and borrowings are mainly in Euro, while the running costs are in either Euro or Norwegian Krone. Management has as of year end 31 December 2023. The following assets and liabilities are subject to foreign exchange risk, at each reporting period.
The following table illustrates how the profit before tax would be affected by positive or negative changes in the exchange rates with respect to the functional currency of the company, leaving every other constant the same:
The Group defines capital as equity, including other reserves. The Group's main objective when managing capital is to ensure the ability of the Group to continue as a going concern and to meet all requirements imposed by the external financing agreements.
| Number of shares | Amounts in NOK | |||||
|---|---|---|---|---|---|---|
| Authorised shares | 2023 | 2022 | 2021 | 2023 | 2022 | 2021 |
| Fully paid ordinary shares | 53 533 395 | 53 533 395 | 50 582 776 | 26 766 697 | 53 533 395 | 50 582 776 |
| Total share capital | 53 533 395 | 53 533 395 | 50 582 776 | 26 766 697 | 53 533 395 | 50 582 776 |
| Number of shares | Par value per share (NOK) | Share capital (NOK) | Share premium total (NOK) | |
|---|---|---|---|---|
| Movements in ordinary shares | ||||
| At 1 January 2021 | 23 229 037 | 1 | 23 229 037 | - |
| Capital increase 19 January 2021 | 7 739 938 | 1 | 7 739 938 | 17 260 062 |
| Capital increase 12 October 2021 | 19 613 801 | 1 | 19 613 801 | 57 804 738 |
| Closing balance at 31 December 2021 | 50 582 776 | 1 | 50 582 776 | 75 064 800 |
| Capital increase 24 August 2022 | 2 950 619 | 1 | 2 950 619 | 6 008 050 |
| Closing balance at 31 December 2022 | 53 533 395 | 1 | 53 533 395 | 81 072 850 |
| Equity restructuring (reduction of par value)1 | ||||
| Reduction of nominal value | -0,5 | -26 766 698 | - | |
| Closing balance at 31 December 2023 | 53 533 395 | 0,5 | 26 766 697 | 81 072 850 |
The share capital consists only of shares, with a par value of 0.5 NOK each. All shares are entitled to equal rights with respect to dividends, voting rights and other rights in accordance with Norwegian corporate law.
1 At the Extraordinary General Meeting on 27 September 2023 a reduction of share capital, by reducing the nominal value of the shares was concluded in order to facilitate the conversion of the Company to a public limited liability company ("ASA"). The reduction was transferred to other equity. The new capital of the Company is NOK 26 766 697.50, divided on 53 533 395 shares, each with a nominal value of NOK 0.5.
| No of shares | Share of total | |
|---|---|---|
| REDERIAKTIESELSKAPET SKRIM | 9 522 665 | 17.79% |
| SEOTO AS | 5 172 677 | 9.66% |
| AQUILA HOLDINGS INVESTMENT AS | 3 636 363 | 6.79% |
| MP PENSJON PK | 2 186 800 | 4.08% |
| T.D. VEEN AS | 2 093 202 | 3.91% |
| REDBACK AS | 1 849 769 | 3.46% |
| OPPKUVEN AS | 1 836 200 | 3.43% |
| TIGERSTADEN AS | 1 500 000 | 2.80% |
| MATHISEN | 1 410 578 | 2.63% |
| F2 FUNDS AS | 1 360 000 | 2.54% |
| DNB BANK ASA | 1 320 097 | 2.47% |
| DNB BANK ASA | 1 200 000 | 2.24% |
| ENGELSVIKEN FRYSERI AS | 1 143 891 | 2.14% |
| DAIMYO INVEST AS | 1 030 000 | 1.92% |
| APOLLO ASSET LIMITED | 1 000 000 | 1.87% |
| Q CAPITAL AS | 998 490 | 1.87% |
| F1 FUNDS AS | 931 775 | 1.74% |
| GM CAPITAL AS | 904 247 | 1.69% |
| NÆSS | 717 795 | 1.34% |
| TONE BEKKESTAD AS | 717 118 | 1.34% |
| REMAINING INVESTORS | 13 001 728 | 24.29% |
| Total | 53 533 395 | 100.00% |
| Person | Position | Shares |
|---|---|---|
| Endre Ording Sund | chairman of the board | 1 836 200 |
| Einar Christen Lange | member of the board | 10 807 646 |
| John Arne Ulvan | member of the board | - |
| Monika Inde Zsak | member of the board | - |
| Wendy Lam | member of the board | |
| Wayne Thomson | member of the board | - |
| Jan Kielland | CEO | 5 172 677 |
| Ingar Bergh | CFO | 14 800 |
| Tone Bekkestad | CMO | 717 118 |
| Cato Christensen | CTO | - |
| Johan Jungholm | CCO | - |
| Philipp Staggat | CPO | 4 000 |
The share capital consists of 53 533 395 shares with a nominal value of NOK 0.5 total NOK 26 766 697 and is fully paid. Each share provides one vote. The company has one class of shares.
The company's shares are VPS-registered and listed on Euronext Growth from 20 December 2021. Numbers of shares and share subscription rights held by the board and CEO and leading senior management, including shares held by companies controlled by the representatives:
| Subsidiaries | Country | Purchase date | Owership and voting interest | 2023 | 2022 | ||
|---|---|---|---|---|---|---|---|
| CapSol-EoP AS | Norway | 29 Oct 2015 | 100% | Amounts in NOK | |||
| Capsol Engineering AB | Sweden | 25 Nov 2016 | 100% | ||||
| Capsol Technologies LLC | USA | 31 Aug 2023 | 100% | SkatteFUNN | 2 511 228 | 1 211 545 | |
| Government grants received | 2 511 228 | 1 211 545 |
As of 31 December 2023, the Group's subsidiaries are:
Government grants are recognised when there is reasonable assurance that the Group will comply with the conditions attaching to them; and the grant will be received.
Government grants relating to the purchase of property, plant and equipment are normally included as a reduction of the carrying amount of the related assets. These provisions are recognised in the consolidated statement of financial performance, on a systematic basis, as an offset to the depreciation expenses from the Group.
Government grants relating to costs are deferred and recognised in profit or loss over the period necessary to match them with the costs that they are intended to compensate.
Capsol has recognised government grants related to the Norwegian R&D tax incentive scheme (Skattefunn) with development of the CapsolGo® units, recognised as Property, plant and equipment. The grant has reduced the initial acquisition cost of the property, plant and equipment with grants received. Some personnel and other operating expenses has been capitalised as part of the SkatteFUNN project.
| Remuneration to board of directors | 2023 | 2022 | 2021 |
|---|---|---|---|
| Amounts in NOK | |||
| Endre Ording Sund , Chair of the board | 300 000 | 250 000 | 250 000 |
| Einar Chr. Langem, Director | 187 500 | 150 000 | 150 000 |
| Christian Kongsli, Director | - | - | 37 500 |
| Clas Nygren, Director | 112 500 | 150 000 | 150 000 |
| John Arne Ulvan, Director | 187 500 | 150 000 | 150 000 |
| Monika Ind Zsak, Director | 187 500 | 150 000 | 75 000 |
| Wayne Thomson, Director | 187 500 | 112 500 | - |
| Ellen Hanetho, Director | 75 000 | - | - |
| Wendy Lam, Director | 75 000 | - | - |
| Total board of directors | 1 312 500 | 962 500 | 812 500 |
The following table provides an overview of the compensation to key management personnel by the Group:
| CEO and other senior executives | 2023 | 2022 | 2021 |
|---|---|---|---|
| Jan Kielland, CEO | 2 757 382 | 2 548 890 | 2 244 364 |
| Salary | 1 739 306 | 1 545 161 | 1 935 000 |
| Bonus | 844 040 | 843 750 | 102 692 |
| Post-employment benefits | 167 229 | 155 946 | 206 672 |
| Other benefits | 6 807 | 4 033 | |
| Ingar Bergh, CFO | 2 317 722 | 1 797 453 | 760 140 |
| Salary | 1 414 349 | 1 208 939 | 661 156 |
| Bonus | 730 730 | 435 938 | - |
| Post-employment benefits | 158 865 | 148 514 | 98 984 |
| Other benefits | 13 778 | 4 062 | |
| Tone Bekkestad, CMO | 1 647 008 | 1 674 856 | 1 404 380 |
| Salary | 1 105 409 | 1 009 422 | 1 267 279 |
| Bonus | 406 989 | 540 000 | - |
| Post-employment benefits | 123 813 | 118 892 | 136 810 |
| Other benefits | 10 797 | 6 542 | 291 |
| - | |||
| Cato Christiansen, CTO | 1 456 398 | 509 410 | |
| Salary | 1 283 950 | 448 309 | - |
| Bonus | - | - | - |
| Post-employment benefits | 162 010 | 57 342 | - |
| Other benefits | 10 340 | 3 759 | - |
| Johan Jungholm, CCO | 1 945 987 | 1 179 550 | 206 289 |
| Salary | 1 291 108 | 1 055 737 | 183 077 |
| Bonus | 469 927 | - | - |
| Post-employment benefits | 164 463 | 118 166 | 22 898 |
| Other benefits | 20 489 | 5 647 | 314 |
| Philip Staggat, CPO | 1 933 877 | 979 684 | 224 055 |
| Salary | 1 113 840 | 880 433 | 205 962 |
| Bonus | 685 875 | - | - |
| Post-employment benefits | 124 564 | 84 397 | 17 965 |
| Other benefits | 9 598 | 14 854 | 128 |
| Total CEO and other senior executives | 12 058 276 | 8 689 843 | 4 839 228 |
The Group has not had any transactions with related parties in the periods from 2021 to 2023.
The Group has entered into guarantees related to prepayments from customers and for the lease of offices. The bank guarantees the Group has entered into are of NOK 6.7 million. Although guarantees are financial instruments, they are considered contingent obligations and the notional amounts are not included in the financial statements.
Although guarantees are financial instruments, they are considered contingent obligations and the notional amounts are not included in the financial statements. Capsol does not have any continent obligations other than what is mentioned under Guarantees.
The group has entered into contracts to acquire one new CapsoGo® unit and a liquefacation unit from its supplier. The expected cash outflows of these contractual obligation will be in the first half of 2024. With the private placement of capital in February 2024, see section 7.5 for further information. The group considers it has sufficient liquidity to settle these contractual obligations.
On 14 February 2024, the group announced a new collaboration with Munters, a global leader in energy efficient air treatment and climate control solutions. The partnership aims to further enhance the efficiency and effectiveness of Capsol's proprietary process for capturing CO₂ from industrial emissions. As part of the partnership agreement, Munters subscribed for EUR 2 million in the private placement completed on 16 February 2024.
On 15 February 2024, Wendy Lam was appointed as the new CEO of Capsol Technologies. The incoming CEO was granted 850 000 options when she assumed her duties.
The financial statements for the year ended 31 December 2023 are the first Capsol has prepared in accordance with IFRS. As such Capsol has prepared financial statements that comply with IFRS, applicable as of 31 December 2023, together with the comparative period data for the year ended 31 December 2022 and 2021. In preparing the financial statements, Capsol's opening balance sheet was prepared as of 1 January 2021, Capsol's date of transition to IFRS. This note explains the principal adjustments made by Capsol Technologies ASA in restating its NGAAP financial statements, including the balance sheet as of 1 January 2021 and 31 December 2021 and the income statement for the year ended 31 December 2021.
IFRS 1 allows first-time adopters certain exemptions from the retrospective application of certain requirements under IFRS. Capsol Technologies has applied the mandatory exception in IFRS 1.B1, and the following optional exemption:
On 14 February 2024, the Group announced to contemplate a private placement. The private placement was successfully completed on 16 February 2024, and raised a gross proceeds of NOK 88.27 million, at a subscription price of NOK 12.60 per share.
The net proceeds to the Group from the Private Placement will go towards financing strategic
initiatives within new markets, new solutions and new revenue streams, specifically:
An analysis of the differences between NGAAP and IFRS has been prepared, and their following GAAP-difference has been identified.
The GAAP-differences identified have an effect on the IFRS opening balance 1 January 2021, the income statement for 2021, financial position at year end 31 December 2021, income statement for 2022 and the financial position at year end 31 December 2022.
Under NGAAP, the Capsol has chosen not to consolidate the subsidiaries due to the exception in the accounting act which states that consolidated financial statements can be left out if all of the company's subsidiaries, both individually and collectively, are of insignificant importance, cf. § 3-2. Under IFRS, all subsidiaries shall be consolidated, and Capsol has prepared consolidated financial statements with transition date being 1 January 2021.
The Group has two subsidiaries with limited operations at transition date. At transition date 1 January 2021, the consolidation of the subsidiaries has increased the assets with NOK 207 979, increased liabilities with NOK 46 231 and increased the equity with NOK 161 749. At year-end 31 December 2021, the assets increase NOK 154 828 liabilities increase NOK 36 567, and equity increase NOK 118 261. In the income statement, the consolidation has increased net loss with NOK 44 270 in 2021. At year-end 31 December 2022, the assets increase NOK 100 668, liabilities decrease NOK 608, and equity increase NOK 101 276. In the income statement, the consolidation has increased net loss with NOK 16 523 in 2022. At year-end 31 December 2023, the assets increase NOK 86 262, liabilities increase NOK 5 105, and equity increase NOK 81 158. In the income statement, the consolidation has increased net loss with NOK 19 347 in 2023.
Capsol Technologies has lease contracts for office space. There are no lease contracts due in more than 12 months as of date of transition 1 January 2021. As such, these contracts are exempt from the lease calculations under IFRS 16, and the optional exemption for first-time adopters in accordance with IFRS 1. Leased equipment is of low value and are exempt from the lease calculations. Therefore, there are no GAAP-difference at commencement date 1 January 2021. However, on 15 April 2021, Capsol entered into a new 2-year lease contract for office space. The lease contract is classified as a lease under IFRS 16, and a lease liability of NOK 1 059 060 has been recognised, together with a Right of Use asset of NOK 1 059 060. At year-end 31 December 2021, the lease liability is NOK 677 371 and Right of Use asset is NOK 661 912. In the income statement for 2021, depreciations of NOK 397 147 and interest expense of NOK 15 061 has been recognised, together with a reduction in other operating expenses of NOK 396 750. Principal payment of NOK 381 689 has been recognised in the cash flow statements for 2021. At year-end 31 December 2022, the lease liability is NOK 144 729 and Right of Use asset is NOK 132 382. In the income statement for 2022, depreciations of NOK 529 530 and interest expense of NOK 9 238 has been recognised, together with a reduction in other operating expenses of NOK 541 880. Principal payment of NOK 532 642 has been recognised in the cash flow statements for 2022. At year-end 31 December 2023, the lease liability is NOK 8 502 277 and Right of Use asset is NOK 8 522 788. In the income statement for 2023, depreciations of NOK 1 493 489 and interest expense of NOK 471 688 has been recognised, together with a reduction in other operating expenses of NOK 1 998 035. Principal payment of NOK 1 526 346 has been recognised in the cash flow statements for 2023.
In preparing the consolidated financial statements in accordance with IFRS, at year-end 31 December 2022, the current portion of the borrowings of NOK 4 600 000 has been reclassified from non-current liabilities to current liabilities.
Capsol received government grants in the tax incentive scheme Skattefunn in 2022 and 2023. The grants are linked to development of the CapsolGo units. In the NGAAP financial statements the government grant for 2022 has been presented as a deferred income before being reclassified to reduce the acquisition cost in Property, plant and equipment in the following year. The same treatment has been applied for the government grants for 2023 under NGAAP.
Under IFRS, the government grant can either be presented by setting up the grant as deferred income or by deducting the grant in the carrying amount of the asset. Capsol has decided to presented the government grant net as a reduction of the acquisition cost of the CapsolGo units in Property, plant and equipment. In 2022, a reclassification with a reduction of Other current liabilities and Property, Plant and Equipment of NOK 1 211 545 has been performed. For 2023, a reclassification with a reduction of Other current liabilities and Property, Plant and Equipment of NOK 2 511 228 has been performed.
The below figures are showing the material conversion effects on the consolidated financial statements of Capsol Technologies arising from the implementation of IFRS. The figures show the effects on the opening and closing balance of 2021, and closing balances of 2022, as well as the income statement for 2021 and 2022. Only the financial statement lines which are affected by the implementation is presented in the tables.
Capsol has startup costs for setting up the CapsolGo® units at its customers locations, mainly transport, installation and commissioning. A setup fee to cover these costs have been agreed and are also invoiced the customer. Under NGAAP, both these startup costs and the setup fees have been recognised when occurred (invoiced). Under IFRS, the startup costs should be recognised as an asset as they are costs to fulfil the contract and should be amortised over the contract period. The startup fees invoiced are considered to be part of the transaction price of the performance obligation to deliver the OTSP testing period. As such, the setup fee shall be recognised over time as the performance obligation is fulfilled. This difference only occurs in the financial statements for year-end 31 December 2023. In the balance sheet, an increase in contract assets of NOK 1 735 104, increase in contract liability of NOK 1 913 749 and an effect of the equity of NOK 178 645 has been recognised. In the income statement a decrease in revenue of NOK 1 688 602 and decrease in costs to fulfill contract of NOK 1 509 957 has been recognised.
| NGAAP | CONSO ADJ | IFRS ADJ | IFRS | |
|---|---|---|---|---|
| Amounts in NOK | ||||
| Non-current assets | 34 769 | -34 769 | - | - |
| Total non-current assets | 7 375 269 | -34 769 | - | 7 340 500 |
| Cash and cash equivalents | 532 713 | 242 748 | - | 775 461 |
| Total current assets | 4 095 728 | 242 748 | - | 4 338 476 |
| Total assets | 11 470 997 | 207 979 | - | 11 678 976 |
| Equity Other equity |
-17 813 597 | 161 749 | - | -17 651 848 |
| Total other equity | -17 813 597 | 161 749 | - | -17 651 848 |
| Total equity | 5 415 440 | 161 749 | - | 5 577 189 |
| Liabilities Current liabilities |
||||
| Trade creditors | 3 971 402 | 99 169 | - | 4 070 571 |
| Other current liablities | 2 084 156 | - 52 938 | - | 2 031 216 |
| Total short term liabilities | 6 055 557 | 46 231 | - | 6 101 787 |
| Total liabilities | 6 055 557 | 46 231 | - | 6 101 787 |
| Total equity and liabilities | 11 470 997 | 207 979 | - | 11 678 976 |
| NGAAP | CONSO ADJ | IFRS ADJ | IFRS | |
|---|---|---|---|---|
| Amounts in NOK | ||||
| Depreciations | 431 794 | - | 397 147 | 828 942 |
| Other operating expenses | 11 632 253 | 37 879 | -396 750 | 11 273 382 |
| Total operating expenses | 25 250 353 | 37 879 | 397 | 25 288 630 |
| Operating loss | - 25 182 780 | -37 897 | -397 | -25 221 056 |
| Financial income and expenses | ||||
| Other interest expenses | 1 486 | - | 15 061 | 16 547 |
| Other financial expenses | 73 639 | 6 391 | - | 80 031 |
| Net financial items | - 70 998 | -6 391 | -15 061 | -92 451 |
| Loss before tax | -25 253 778 | -44 270 | -15 459 | -25 313 507 |
| Net loss | -25 253 778 | -44 270 | -15 459 | -25 313 507 |
| Currency translation difference, net of tax | - | 780 | - | 780 |
| Total comprehensive income | -25 253 778 | -43 491 | -15 459 | -25 312 727 |
| NGAAP | CONSO ADJ | IFRS ADJ | IFRS | |
|---|---|---|---|---|
| Amounts in NOK | ||||
| Non-current assets | ||||
| Right of use asset | - | - | 661 912 | 661 912 |
| Other financial assets | 44 144 | - 44 144 | - | - |
| Total non-current assets | 9 917 570 | - 44 144 | 661 912 | 10 535 338 |
| Cash and cash equivalents | 84 944 575 | 198 972 | - | 85 143 548 |
| Total current assets | 86 979 321 | 198 972 | - | 87 178 294 |
| Total assets | 96 896 891 | 154 828 | 661 912 | 97 713 632 |
| Equity | ||||
| Other equity | -43 067 375 | 118 261 | - 15 459 | - 42 964 575 |
| Total equity | 87 005 811 | 118 261 | -15 459 | 87 108 611 |
| Liabilities | ||||
| Non-current liabilities | ||||
| Lease liabilities | - | - | 144 729 | 144 729 |
| Total long term liabilities | - | - | 144 729 | 144 729 |
| Current liabilities | ||||
| Lease liabilities | - | - | 532 642 | 532 642 |
| Trade creditors | 5 323 105 | 92 612 | - | 5 415 717 |
| Other current liablities | 3 838 698 | - 56 045 | - | 3 782 656 |
| Total short term liabilities | 9 891 080 | 36 567 | 532 642 | 10 460 292 |
| Total liabilities | 9 891 080 | 36 567 | 677 371 | 10 605 021 |
| Total equity and liabilities | 96 896 891 | 154 828 | 661 912 | 97 713 632 |
| Notes | NGAAP | CONSO ADJ | IFRS ADJ | IFRS | |
|---|---|---|---|---|---|
| Amounts in NOK | |||||
| CASH FLOW FROM OPERATING ACTIVITIES | |||||
| Profit/-loss before income tax | -25 253 778 | -44 270 | -15 459 | -25 313 507 | |
| Adjustments to reconcile profit/loss before tax to net cash flow | |||||
| Depreciation expenses | 431 794 | - | 397 147 | 828 941 | |
| Finance income/(expense), net | 70 998 | 6 391 | 15 061 | 92 450 | |
| Working capital changes | |||||
| Change in other current assets and liabilities | 3 953 665 | 494 | - | 3 954 159 | |
| Net cash flow from operating activities | -14 966 832 | -37 385 | 396 750 | -14 607 467 | |
| CASH FLOW FROM FINANCING ACTIVITIES | |||||
| Repayment of lease liabilities | -381 689 | -381 689 | |||
| Interests paid | -75 125 | -6 391 | -81 516 | ||
| Interests paid on lease liabilities | -15 061 | -15 061 | |||
| Net cash flow from financing activities | 102 343 415 | -6 391 | -396 750 | 101 940 274 | |
| Net increase/(decrease) in cash and cash equivalents | 84 411 863 | -43 776 | - | 84 368 087 | |
| Cash and cash equivalents as at 1 January | 532 713 | 242 748 | - | 775 461 | |
| Cash and cash equivalents as at 31 December | 84 944 576 | 198 972 | - | 85 143 548 |
| NGAAP | CONSO ADJ | IFRS ADJ | IFRS | |
|---|---|---|---|---|
| Amounts in NOK | ||||
| Depreciations | 718 038 | - | 529 530 | 1 247 568 |
| Other operating expenses | 16 300 870 | 15 148 | - 541 880 | 15 774 138 |
| Total operating expenses | 45 264 166 | 15 148 | -12 350 | 45 266 964 |
| Operating loss | -34 475 739 | -15 148 | 12 350 | - 34 478 537 |
| Financial income and expenses | ||||
| Other interest expenses | - | - | 9 238 | 9 238 |
| Other finiancial expenses | 844 891 | 1 375 | - | 846 266 |
| Net financial items | 74 473 | -1 375 | -9 238 | 63 860 |
| Loss before tax | -34 401 266 | -16 523 | 3 112 | - 34 414 676 |
| Net loss | -34 401 266 | -16 523 | 3 112 | - 34 414 676 |
| Currency translation difference, net of tax | - | -463 | - | -463 |
| Total comprehensive income | -34 401 266 | -16 986 | 3 112 | -34 415 139 |
| NGAAP | CONSO ADJ | IFRS ADJ | IFRS | |
|---|---|---|---|---|
| Amounts in NOK | ||||
| ASSETS | ||||
| Non-current assets | ||||
| Right of use asset | - | - | 132 382 | 132 382 |
| Plant and equipment | 24 803 826 | - | -1 211 545 | 23 592 281 |
| Other financial assets | 61 544 | -61 544 | - | - |
| Total non-current assets | 31 342 282 | -61 544 | -1 079 163 | 30 201 576 |
| Other current receivables | 8 527 628 | 9 000 | - | 8 536 628 |
| Cash and bank deposits | 61 412 023 | 153 212 | - | 61 565 235 |
| Total current assets | 71 935 126 | 162 212 | - | 72 097 338 |
| Total assets | 103 277 408 | 100 668 | -1 079 163 | 102 298 915 |
| NGAAP | CONSO ADJ | IFRS ADJ | IFRS | |
|---|---|---|---|---|
| EQUITY AND LIABILITIES | ||||
| Equity | ||||
| Other equity | -77 468 641 | 101 276 | -12 346 | -77 379 714 |
| Total other equity | -77 468 641 | 101 276 | -12 346 | -77 379 714 |
| Total equity | 71 605 116 | 101 276 | -12 346 | 71 694 043 |
| Liabilities | ||||
| Non-current liabilities | ||||
| Debt to financial institutions | 23 000 000 | - | -4 600 000 | 18 400 000 |
| Total long term liabilities | 23 000 000 | - | - 4 600 000 | 18 400 000 |
| Current liabilities | ||||
| Lease liability | - | - | 144 729 | 144 729 |
| Trade creditors | 1 282 809 | 89 837 | - | 1 372 646 |
| Current portion of debt to financial institution | - | 4 600 000 | 4 600 000 | |
| Other current liabilities | 6 001 266 | -90 444 | -1 211 545 | 4 699 280 |
| Total short term liabilities | 8 672 292 | -608 | 3 533 184 | 12 204 868 |
| Total liabilities | 31 672 292 | -608 | -1 066 816 | 30 604 870 |
| Total equity and liabilities | 103 277 408 | 100 668 | -1 079 163 | 102 298 915 |
| Notes | NGAAP | CONSO ADJ | IFRS ADJ | IFRS | |
|---|---|---|---|---|---|
| Amounts in NOK | |||||
| CASH FLOW FROM OPERATING ACTIVITIES | |||||
| Profit/(loss) before income tax | -34 401 266 | -16 523 | 3 112 | -34 414 676 | |
| Adjustments to reconcile profit/loss before tax to net cash flow | |||||
| Depreciation expenses | 718 038 | - | 529 530 | 1 247 568 | |
| Finance income/(expense), net | -74 473 | 1 375 | 9 238 | -63 860 | |
| Working capital changes | |||||
| Change in other current assets and liabilities | -3 688 773 | -29 237 | - | -3 718 010 | |
| Net cash flow from operating activities | -32 520 979 | -44 385 | 541 880 | -32 023 483 | |
| CASH FLOW FROM FINANCING ACTIVITIES | |||||
| Repayment of lease liability | -532 642 | -532 642 | |||
| Interests paid on borrowings | -844 891 | -1 375 | -846 266 | ||
| Interests paid on lease liability | -9 238 | -9 238 | |||
| Net cash flow from financing activities | 31 113 778 | -1 375 | -541 880 | 30 570 523 | |
| Net increase/(decrease) in cash and cash equivalents | -23 532 552 | -45 760 | - | -23 578 312 | |
| Cash and cash equivalents as at 1 January | 84 944 575 | 198 972 | - | 85 143 548 | |
| Cash and cash equivalents as at 31 December | 61 412 023 | 153 212 | - | 61 565 236 |
| 2023 NGAAP preliminary financial information as published on |
||||
|---|---|---|---|---|
| Amounts in NOK | 14 Feb 2024 | CONSO ADJ | IFRS ADJ | IFRS |
| Revenue | 35 848 826 | - | -1 688 602 | 34 160 224 |
| Total operating income | 35 848 826 | - | -1 688 602 | 34 160 224 |
| Costs to fulfill contracts | 9 286 069 | - | -1 509 957 | 7 776 112 |
| Depreciations | 6 675 580 | - | 1 493 489 | 8 169 069 |
| Other operating expenses | 24 242 750 | 24 928 | -1 998 035 | 22 269 643 |
| Total operating expenses | 77 631 042 | 24 928 | -2 014 504 | 75 641 466 |
| Operating loss | -41 782 217 | -24 928 | 325 901 | -41 481 242 |
| Financial income and expenses | ||||
| Other financial income | 3 990 313 | 5 130 | - | 3 995 443 |
| Other interest expenses | 2 008 285 | - | 471 688 | 2 479 973 |
| Other financial expenses | 4 453 540 | - 451 | - | 4 453 089 |
| Net financial items | -1 461 148 | 5 581 | -471 688 | -1 927 256 |
| Loss before tax | -43 243 365 | -19 347 | -145 787 | -43 408 498 |
| Net loss | -43 243 365 | -19 347 | -145 787 | -43 408 498 |
| Currency translation difference, net of tax | - | -767 | - | -767 |
| Total comprehensive income/-loss for the period | -43 243 365 | -20 114 | -145 787 | -43 409 265 |
| Amounts in NOK | 2023 NGAAP preliminary financial information as published on 14 Feb 2024 |
CONSO ADJ | IFRS ADJ | IFRS |
|---|---|---|---|---|
| ASSETS | ||||
| Non-current assets | ||||
| Right of use asset | - | - | 8 522 788 | 8 522 788 |
| Total intangible assets | 7 337 512 | - | 8 522 788 | 15 860 300 |
| Plant, property and equipment | 69 778 824 | - | - 2 511 228 | 67 267 596 |
| Other financial assets | 161 060 | - 161 059 | - | - |
| Total non-current assets | 77 277 396 | - 161 059 | 6 011 500 | 83 127 897 |
| Current assets | ||||
| Contract assets | - | - | 1 735 104 | 1 735 104 |
| Other current receivables | 9 318 138 | 108 515 | - | 9 426 653 |
| Cash and cash equivalents | 41 476 875 | 138 806 | - | 41 615 681 |
| Total assets | 137 894 357 | 86 262 | 7 746 665 | 145 727 285 |
| Total equity and liabilities | 137 894 357 | 86 262 | 7 746 665 | 145 727 285 |
|---|---|---|---|---|
| Total liabilities | 103 892 929 | 5 105 | 7 904 798 | 111 802 832 |
| Total short term liabilities | 40 179 342 | 5 105 | 1 283 088 | 59 968 429 |
| Contract liabilities | 11 746 322 | - | 1 913 749 | 13 660 071 |
| Other current liablities | 10 133 964 | -91 166 | -2 511 228 | 7 531 571 |
| Trade creditors | 15 228 425 | 96 270 | - | 15 324 695 |
| Lease liabilities | - | - | 1 880 567 | 1 880 567 |
| Current liabilities | ||||
| Total long term liabilities | 63 713 587 | -18 500 894 | 6 621 710 | 51 834 403 |
| Debt to financial institutions | 63 713 587 | -18 500 894 | - | 45 212 693 |
| Lease liabilities | - | - | 6 621 710 | 6 621 710 |
| Non-current liabilities | ||||
| Liabilities | ||||
| Total equity | 34 001 428 | 81 158 | - 158 133 | 33 924 453 |
| Total other equity | - 93 945 308 | 81 158 | - 158 133 | - 94 022 283 |
| Equity Other equity |
- 93 945 308 | 81 158 | - 158 133 | - 94 022 283 |
| EQUITY AND LIABILITIES | ||||
| 2023 NGAAP preliminary financial information as published on |
IFRS | |||
| Amounts in NOK | 14 Feb 2024 | CONSO ADJ | IFRS ADJ |
| Notes | NGAAP | CONSO | IFRS ADJ | IFRS | |
|---|---|---|---|---|---|
| Amounts in NOK | |||||
| CASH FLOW FROM OPERATING ACTIVITIES | |||||
| Profit/(loss) before income tax | -43 243 365 | -19 347 | -145 787 | -43 408 498 | |
| Adjustments to reconcile profit/loss before tax to net cash flow | |||||
| Depreciation and amortisation expenses | 6 675 580 | - | 1 493 489 | 8 169 069 | |
| Finance income/(expense), net | 1 461 148 | -5 581 | 471 688 | 1 927 256 | |
| Working capital changes | |||||
| Change in other current assets and liabilities | 4 925 087 | 4 941 | -1 211 545 | 3 718 483 | |
| Change in contract balances | 11 746 322 | - | 178 645 | 11 924 967 | |
| Net cash flow from operating activities | -5 667 804 | -19 987 | 1 998 035 | -4 901 301 | |
| CASH FLOW FROM INVESTMENT ACTIVITIES | |||||
| Government grants received on investment activities | 1 211 545 | 1 211 545 | |||
| Net cash flow from investing activities | -52 511 179 | - | 1 211 545 | -51 299 634 | |
| CASH FLOW FROM FINANCING ACTIVITIES | |||||
| Repayment of lease liabilities | - | -1 526 346 | -1 526 346 | ||
| Interests paid on lease liabilities | - | -471 688 | -471 688 | ||
| Net cash flow from financing activities | 41 166 131 | - | -1 998 035 | 39 168 097 | |
| Net increase/(decrease) in cash and cash equivalents | -17 012 852 | -19 987 | - | -17 032 838 | |
| Cash and cash equivalents as at 1 January | 61 412 022 | 153 212 | - | 61 565 235 | |
| Effect of change in exchange rate | -2 922 296 | 5 581 | - | -2 916 715 | |
| Cash and cash equivalents as at 31 December | 41 476 874 | 138 806 | - | 41 615 681 |
| Notes | 2023 | 2022 | |
|---|---|---|---|
| Amounts in NOK | |||
| Operating income and expenses | |||
| Revenue | 35 848 826 | 10 766 762 | |
| Other operating income | - | 21 666 | |
| Total operating revenue | 2 | 35 848 826 | 10 788 428 |
| Costs of materials | 9 286 069 | 2 618 417 | |
| Personnel expenses | 3/4 | 37 426 643 | 25 626 841 |
| Depreciation of intangible assets and plant and equipment | 5/6 | 6 675 580 | 718 038 |
| Other operating expenses | 3/7 | 24 242 750 | 16 300 870 |
| Total operating expenses | 77 631 042 | 45 264 166 | |
| Operating loss | -41 782 216 | -34 475 739 | |
| Financial income and expenses | |||
| Other interest income | 1 010 364 | - | |
| Other financial income | 3 990 313 | 919 364 | |
| Other interest expenses | 2 008 285 | - | |
| Other financial expenses | 4 453 541 | 844 891 | |
| Net financial items | 8 | -1 461 149 | 74 473 |
| Loss before income tax | -43 243 365 | -34 401 266 | |
| Income tax expense | 9 | - | - |
| Net loss | -43 243 365 | -34 401 266 | |
| Allocation | |||
| Loss brought forward to uncovered loss | 43 243 365 | 34 401 266 | |
| Net loss brought forward | -43 243 365 | - 34 401 266 |
| Notes | 31 Dec 2023 |
31 Dec 2022 | |
|---|---|---|---|
| Amounts in NOK | |||
| ASSETS | |||
| Fixed assets | |||
| Intangible assets | |||
| Patents and digital platform | 7 337 512 | 6 476 912 | |
| Total intangible assets | 5 | 7 337 512 | 6 476 912 |
| Plant and equipment | 69 778 824 | 24 803 826 | |
| Total plant and equipment | 6 | 69 778 824 | 24 803 826 |
| Financial fixed assets | |||
| Investments in subsidiaries | 10 | 1 | 1 |
| Investments in other companies | 9 000 | 9 000 | |
| Loan to group companies | 72 635 | 52 543 | |
| Other financial fixed assets | 79 423 | - | |
| Total financial fixed assets | 161 060 | 61 544 | |
| Total fixed assets | 77 277 396 | 31 342 282 | |
| Current assets | |||
| Debtors | |||
| Accounts receivables | 9 821 949 | 1 995 475 | |
| Other short-term receivables | 9 318 138 | 8 527 628 | |
| Total receivables | 19 140 087 | 10 523 103 | |
| Cash and bank deposits | 11 | 41 476 875 | 61 412 023 |
| Total current assets | 60 616 962 | 71 935 126 | |
| Total assets | 137 894 357 | 103 277 408 |
| Notes | 31 Dec 2023 |
31 Dec 2022 | |
|---|---|---|---|
| Amounts in NOK | |||
| EQUITY AND LIABILITIES | |||
| Equity | |||
| Paid-up equity | |||
| Share capital | 12 | 26 766 698 | 53 533 395 |
| Share premium reserve | 81 072 850 | 81 072 850 | |
| Other paid in capital | 20 107 188 | 14 467 512 | |
| Total paid-up equity | 127 946 736 | 149 073 757 | |
| Retained earnings | |||
| Uncovered loss | -93 945 308 | -77 468 641 | |
| Total retained earnings | -93 945 308 | -77 468 641 | |
| Total equity | 13 | 34 001 428 | 71 605 116 |
| Liabilities | |||
| Long term debt | |||
| Debt to financial institutions | 14 | 63 713 587 | 23 000 000 |
| Total long term debt | 63 713 587 | 23 000 000 | |
| Short term debt | |||
| Unearned income | 2 | 11 746 322 | - |
| Trade creditors | 15 228 425 | 1 282 809 | |
| Public duties payable | 3 070 631 | 1 388 218 | |
| Liabilities to group companies | 101 300 | 99 900 | |
| Other current debt | 10 032 664 | 5 901 365 | |
| Total short term debt | 40 179 342 | 8 672 292 | |
| Total liabilities | 103 892 929 | 31 672 292 | |
| Total equity and liabilities | 137 894 357 | 103 277 408 |
Oslo, 20 March 2024 The board of Capsol Technologies ASA
Endre Ording Sund Chairman of the board
Einar Christen Lange Member of the board
John Arne Ulvan Member of the board
Wayne Thomson Member of the board
Monika Inde Zsak Member of the board
Ellen Merete Hanetho Member of the board
Wendy Lam Chief Executive Officer
| Notes | 2023 | 2022 | |
|---|---|---|---|
| Amounts in NOK | |||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Loss before tax | -43 243 365 | -34 401 265 | |
| Ordinary depreciation | 5/6 | 6 675 580 | 718 038 |
| Change in accounts receivable | -7 826 474 | -1 995 475 | |
| Change in unearned income | 11 746 322 | - | |
| Change in trade creditors | 13 945 616 | -4 040 296 | |
| Share based compensation scheme without cash impact | 13 | 5 639 676 | 10 041 902 |
| Change in other accrual items | 4 925 087 | -3 688 774 | |
| Net cash from operating activities | -8 137 558 | -33 365 870 | |
| CASH FLOWS FROM INVESTMENT ACTIVITIES | |||
| Investments in plant and equipment | 5/6 | -52 511 178 | -22 125 351 |
| Net cash from investment activities | -52 511 178 | -22 125 351 | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Proceeds from the issuance of new long-term liabilities | 14 | 48 996 562 | 23 000 000 |
| Currency conversion loan | -2 460 828 | - | |
| Downpayment loan | -5 822 146 | - | |
| Net proceeds from share issue | - | 8 958 669 | |
| Net cash from financing activities | 40 713 588 | 31 958 669 | |
| Net change in cash and cash equivalents | -19 935 148 | -23 532 552 | |
| Cash and cash equivalents at the start of the period | 61 412 023 | 84 944 575 | |
| Cash and cash equivalents at the end of the period | 9 | 41 476 875 | 61 412 023 |
| -34 401 265 | |
|---|---|
| 718 038 -1 995 475 |
|
| -4 040 296 10 041 902 -3 688 774 |
|
| -33 365 870 | |
| -22 125 351 | |
| -22 125 351 | |
| 23 000 000 | |
| 8 958 669 | |
| 31 958 669 | |
| -23 532 552 84 944 575 |
GO BACK Capsol Technologies Annual Report 2023
The financial statements have been prepared in accordance with the Norwegian Accounting Act and generally accepted accounting principles in Norway. All amounts are stated in Norwegian Kroner.
The management has used estimates and assumptions that have affected assets, liabilities, incomes, expenses and information on potential liabilities in accordance with generally accepted accounting principles in Norway.
Transactions in foreign currency are translated at the rate applicable on the transaction date. Monetary items in a foreign currency are translated into NOK using the exchange rate applicable on the balance sheet date. Non-monetary items that are measured at their historical price expressed in a foreign currency are translated into NOK using the exchange rate applicable on the transaction date. Non-monetary items that are measured at their fair value expressed in a foreign currency are translated at the exchange rate.
Concideration from sale of services are recognised at fair value of the consideration, net after deduction of VAT and discounts. Revenues from the sale of services are recognised in the income statement for the period when the service is performed.
The tax expense consists of the tax payable and changes to deferred tax. Deferred tax/tax assets are calculated on all differences between the book value and tax value of assets and liabilities. Deferred tax is calculated as 22% of temporary differences and the tax effect of tax losses carried forward.
Deferred tax assets are recorded in the balance sheet when it is more likely than not that the tax assets will be utilised. Taxes payable and deferred taxes are recognised directly in equity to the extent that they relate to equity transactions.
Current assets and short term liabilities consist of receivables and payables falling due within one year, and items related to the inventory cycle. Other balance sheet items are classified as fixed assets / long term liabilities. Current assets are valued at the lower of cost and fair value. Short term liabilities are recognised at nominal value.
Fixed assets are valued at cost, less depreciation and impairment losses. Long term liabilities are recognised at nominal value.
Intangible assets acquired separately are measured on initial recognition at cost. Intangible assets consist mainly of patents. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses. Intangible assets with finite useful lives are amortised on a straight-line basis over their estimated useful lives. The amortisation expense is recognised in the income statement. Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the income statement when the asset is derecognised.
Property, plant and equipment is stated at cost. Depreciation is recorded on a straight-line basis over the following estimated useful lives of the assets.
Expenditures for maintenance and repairs are charged to other expenses in the period incurred. Assets under construction are not depreciated until completed and ready for their intended use.
The cost method is applied for investments in subsidiaries and associates. The cost price is increased when funds are added through capital increases or when group contributions are made to subsidiaries. Dividends received are initially taken to income. Dividends exceeding the portion of retained equity after the purchase are reflected as a reduction in purchase cost. Dividend/group contribution from subsidiaries are reflected in the same year as the subsidiary makes a provision for the amount. Dividend from other companies are reflected as financial income when it has been approved. Taxes are recognised directly in equity to the extent that they relate to equity transactions.
Impairment tests are carried out if there is an indication that the carrying amount of an asset exceeds the estimated recoverable amount. The test is performed on the lowest level of fixed assets at which independent cashflows can be identified. If the carrying amount is higher than both the fair value less cost to sell and value in use (net present value of future use/ownership), the asset is written down to the highest of fair value less cost to sell and the value in use. Previous impairment charges, except writedown of goodwill, are reversed in later periods if the conditions causing the write-down are no longer present.
Accounts receivable and other current receivables are recorded in the balance sheet at nominal value less provisions for doubtful accounts. Provisions for doubtful accounts are based on an individual assessment of the different receivables. For the remaining receivables, a general provision is estimated based on expected loss.
The company has a pension scheme for all employees, assessed as contribution plan. The pension scheme is financed through payments to an insurance company. After the contribution has been made, the Company has no further commitment to pay. The contribution is recgonised as payroll expenses.
The cash flow statement is presented using the indirect method. Cash and cash equivalents includes cash, bank deposits and other short term, highly liquid investments with maturities of three months or less.
The company provides incentives to employees in the form of equity-settled share-based instruments. Equity-settled share options are measured at fair value at grant date and recognised in the income statement under salary and personnel expenses over the period in which the final right of the options vest. The balancing item is recognised directly in equity. On initial recognition of share options, the number of options expected to vest at expiry is estimated. Subsequently the estimated number of vested options is revised for changes, so that the total recognition is based on the actual number of vested options. The fair value of the options granted is estimated using the Black-Scholes model.
Governments grants are recognised when there is reasonable assurance that the company will comply with the conditions for the scheme and the payment will be received. Governments grants relating to the purchase or development of property, plant and equipment are normally recognised as a reduction of the carrying amount of the related assets. Government grants regarding expenses that are recognised in the income statement as personnel expenses or other operating expenses are treated as a reduction of the related cost. The receivable amount regarding grants recognized but not received in cash is included under other short-term receivables.
| Geographical distribution | 2023 | 2022 |
|---|---|---|
| Amounts in NOK | ||
| Europe | 35 848 826 | 10 766 762 |
| US | - | - |
| Others | - | - |
| Revenue | 35 848 826 | 10 766 762 |
| Other opertating income | - | 21 666 |
| Total revenue | 35 848 826 | 10 788 428 |
Capsol Technologies has currently two revenue stream
technology on the customers sites and facilities. Revenue is recognised over time over the
• Engineering services and feasibility studies. Each agreed engineering service or feasibility
Any costs to prepare the CapsolGo® demonstration units at site are a cost to fulfill the performance obligation and will be amortised over the planned testing period.
Prepayments recognised as unearned income of NOK 11 746 322 relates to upfront and startup fees that occur up until commencement of the OTSP testing with the CapsolGo® units.
Other operating income is related to sublease of offices.
| 2023 |
|---|
| 425 781 |
| 49 619 |
| 48 575 |
| 18 925 |
| 542 900 |
| Salary costs | 2023 | 2022 |
|---|---|---|
| Amounts in NOK | ||
| Salaries | 24 427 252 | 13 982 643 |
| Employment tax | 3 982 453 | 2 139 293 |
| Other benefits | 2 903 585 | 1 447 833 |
| Share based compensation cost | 5 639 676 | 10 041 902 |
| Share based compensation incl. employment tax | 1 302 266 | -1 573 394 |
| Tax refund (SkatteFUNN) | -828 590 | -411 436 |
| Total | 37 426 643 | 25 626 841 |
| Number of employees | 21 | 11 |
| Auditor remuneration | 2023 |
|---|---|
| Amounts in NOK | |
| Fee for statutory audit services | 425 781 |
| Fees for other certification services | 49 619 |
| Fee for tax advice | 48 575 |
| Fee for other services | 18 925 |
| Total | 542 900 |
The company is liable to maintain an occupational pension scheme under the Mandatory Occupational Pension Act. The company's pension scheme satisfy the requirements of this act. The pension cost is incl. under "other benefits" in the table above of NOK 1 833 560.
| 2023 | 2022 | |
|---|---|---|
| Jan Kielland, CEO | 2 757 382 | 2 548 890 |
| Salary | 1 739 306 | 1 545 161 |
| Bonus | 844 040 | 843 750 |
| Post-employment benefits | 167 229 | 155 946 |
| Other benefits | 6 807 | 4 033 |
| Ingar Bergh, CFO | 2 317 722 | 1 797 453 |
| Salary | 1 414 349 | 1 208 939 |
| Bonus | 730 730 | 435 938 |
| Post-employment benefits | 158 865 | 148 514 |
| Other benefits | 13 778 | 4 062 |
| Tone Bekkestad, CMO | 1 647 008 | 1 674 856 |
| Salary | 1 105 409 | 1 009 422 |
| Bonus | 406 989 | 540 000 |
| Post-employment benefits | 123 813 | 118 892 |
| Other benefits | 10 797 | 6 542 |
| Cato Christiansen, CTO | 1 456 398 | 509 410 |
| Salary | 1 283 950 | 448 309 |
| Bonus | - | - |
| Post-employment benefits | 162 010 | 57 342 |
| Other benefits | 10 340 | 3 759 |
| Johan Jungholm, CCO | 1 945 987 | 1 179 550 |
| Salary | 1 291 108 | 1 055 737 |
| Bonus | 469 927 | - |
| Post-employment benefits | 164 463 | 118 166 |
| Other benefits | 20 489 | 5 647 |
| Philip Staggat, CPO | 1 933 877 | 979 684 |
| Salary | 1 113 840 | 880 433 |
| Bonus | 685 875 | - |
| Post-employment benefits | 124 564 | 84 397 |
| Other benefits | 9 598 | 14 854 |
| Total CEO and other senior executives | 12 058 276 | 8 689 843 |
| 2023 | 2022 | |
|---|---|---|
| Endre Ording Sund , Chair of the Board | 300 000 | 250 000 |
| Einar Chr. Langem, Director | 187 500 | 150 000 |
| Clas Nygren, Director | 112 500 | 150 000 |
| John Arne Ulvan, Director | 187 500 | 150 000 |
| Monika Ind Zsak, Director | 187 500 | 150 000 |
| Wayne Thomson, Director | 187 500 | 112 500 |
| Ellen Hanetho, Director | 75 000 | - |
| Wendy Lam,Director | 75 000 | - |
| Total Board of directors | 1 312 500 | 962 500 |
CEO and management participates in the company's share based compensation program approved by the annual general meeting held 30 June 2021. The CEO also partakes in the company's bonus program.
The CEO's agreement has six months mutual termination. The company has the right to terminate the agreement with immediate effect, should the company decide to use this right, the CEO is entitled to 12 months severance pay. Board members have no agreements for severance pay. There are no loans and other obligations for the board, CEO or to the rest of the management.
| Ingar Bergh, CFO |
|---|
| Salary |
| Bonus |
| Post-employment benefits |
| Other benefits |
| Tone Bekkestad, CMO |
|---|
| Salary |
| Bonus |
| Post-employment benefits |
| Other benefits |
| Patents | 31 Dec 2023 | 31 Dec 2022 |
|---|---|---|
| Amounts in NOK | ||
| Capitalised acquisition of patent rights at start of period | 7 340 500 | 7 340 500 |
| Additions | - | |
| Accumulated depreciation | -1 295 382 | -863 588 |
| Total | 6 045 118 | 6 476 912 |
| Depreciation in the year | 431 794 | 431 794 |
| Depreciation plan | Straight line | Straight line |
| Estimated useful life from start of depreciation | 17 | 17 |
| Amounts in NOK | |
|---|---|
| Digital Platform | 31 Dec 2023 | 31 Dec 2022 |
|---|---|---|
| Amounts in NOK | ||
| Capitalised acquisition of patent rights at start of period | - | - |
| Additions | 1 292 393 | - |
| Accumulated depreciation | - | - |
| Total | 1 292 393 | - |
| Depreciation in the year | - | - |
| Depreciation plan | Straight line | Straight line |
| Estimated useful life from start of depreciation | 5 | 5 |
| 31 Dec 2023 | 31 Dec 2022 |
|
|---|---|---|
| Amounts in NOK | ||
| Capitalised acquisition | 25 090 070 | 2 964 720 |
| Additions | 51 218 785 | 22 125 350 |
| Accumulated depreciation | -6 530 031 | -286 244 |
| Total | 69 778 824 | 24 803 826 |
| Depreciation in the year | 6 243 786 | 286 244 |
| Depreciation plan | Straight line | Straight line |
| Estimated useful life from start of depreciation | 5 | 5 |
Depreciations started in 2021 as the technology was considered ready for intended use.
The company holds patented technology for large-scale CO₂ capture in power production and other industrial applications.
Expected future uses and revenues are assumed to justify the value of capitalised cost price. Patent costs are expensed on an ongoing basis. Patent costs are also covered for patents held by subsidiaries.
Capsol's research and development activities relate mainly to development of the patents on Carbon capture technology. Internal costs to develop the CapsolGo® units have been recognised as part of property, plant and equipment. In addition, development of a new technological digital platform has been recognised in 2023. For other research and development costs relating to the developing the patents and technology, management has assessed that the requirements to capitalise is not present.
| 2023 | 2022 | ||
|---|---|---|---|
| Amounts in NOK | Amounts in NOK | ||
| Rent | 2 282 676 | 597 024 | |
| Professional fees | 11 220 948 | 10 703 865 | |
| Other general and administrative expenses | 10 831 324 | 5 268 488 | |
| Tax refund (Skattefunn) | -92 198 | -268 507 | |
| Total | 24 242 750 | 16 300 870 |
| 2023 | 2022 | |
|---|---|---|
| Amounts in NOK | ||
| Other interest income | 1 010 364 | 11 387 |
| Currency gain | 3 990 313 | 907 977 |
| Other interest expense | -2 204 945 | -278 612 |
| Currency loss | -4 256 881 | -566 279 |
| Total | -1 461 149 | 74 473 |
The company has a rental contract with Thune Eureka AS running from 1 March 2023 to 28 August 2028. The annual rent is NOK 2 335 665 for 2024. The rental contract is accounted for as operational lease.
| This period's tax expense | 2023 | 2022 |
|---|---|---|
| Amounts in NOK | ||
| Payable tax | - | - |
| Changes in deferred tax | - | - |
| Tax expense on ordinary profit/loss | - | - |
| Taxable income | ||
| Ordinary result before tax | -43 243 365 | -34 401 266 |
| Permanent differences | 2 342 047 | 8 231 908 |
| Changes in temporary differences | 6 092 510 | -3 397 877 |
| Taxable income | -34 808 808 | -29 567 235 |
| Reconciliation of tax expense | ||
| Ordinary result before tax | -43 243 365 | -34 401 266 |
| Tax expense 22% | -9 513 540 | -7 568 279 |
| Tax effect on permanent differences | 515 250 | 2 077 559 |
| Not recognised deferred tax assets | 8 998 290 | 5 490 720 |
| Net tax expense | - | - |
| Deferred tax/deferred tax assets | 31 Dec 2023 | 31 Dec 2022 |
Changes |
|---|---|---|---|
| Amounts in NOK | |||
| Temporary differences | -5 273 877 | 818 633 | 6 092 510 |
| Tax loss carried forward | -108 489 334 | -73 680 526 | 34 808 808 |
| Total | -113 763 211 | -72 861 893 | 40 901 318 |
| 22% deferred tax asset | -25 027 906 | -16 029 627 | 8 998 290 |
| Not recognised | 25 027 906 | 16 029 627 | -8 998 290 |
| Deferred tax asset recognised | - | - | - |
The tax effect on temporary differences and tax loss carried forward that has formed the basis for deferred tax and deferred tax assets, specified on type of temporary differences:
| Subsidiaries (office) | Ownership and voting interest | Acquisition cost | Share of Equity 31 Dec 2023 | Share of Results in 2023 |
|---|---|---|---|---|
| CapSol-EoP AS (Oslo) | 100% | 750 000 | -52 543 | - |
| Capsol Engineering AB (Sweden) SEK1 | 100% | 10 000 | 137 370 | -25 053 |
| Capsol Technologies LLC, Delaware, USA 2 | 100% | - | - | - |
| Write downs | -759 999 | |||
| Booked value | 1 |
| Restricted bank deposit for payment of employees' tax deduction | 31 Dec 2023 | 31 Dec 2022 |
|---|---|---|
| Amounts in NOK | 1 127 023 | 955 054 |
1The financial year for Capsol Engineering AB is ending 31 August. The disclosed figures are denominated in SEK and regards the period 1 September 2021-31 August 2023 2 Subsidiary in US established end 2023 and there were no activity in 2023
Investments in subsidiaries are recognised at cost less accumulated impairment losses. The are no operational activities in the subsidiaries and the investments have in previous years been written down from NOK 760 000 by NOK 759 999 to NOK 1 because the fair value is assessed to be lower than cost.
| No of shares | Share of total | |
|---|---|---|
| REDERIAKTIESELSKAPET SKRIM | 9 522 665 | 17.79% |
| SEOTO AS | 5 172 677 | 9.66% |
| AQUILA HOLDINGS INVESTMENT AS | 3 636 363 | 6.79% |
| MP PENSJON PK | 2 186 800 | 4.08% |
| T.D. VEEN AS | 2 093 202 | 3.91% |
| REDBACK AS | 1 849 769 | 3.46% |
| OPPKUVEN AS | 1 836 200 | 3.43% |
| TIGERSTADEN AS | 1 500 000 | 2.80% |
| MATHISEN | 1 410 578 | 2.63% |
| F2 FUNDS AS | 1 360 000 | 2.54% |
| DNB BANK ASA | 1 320 097 | 2.47% |
| DNB BANK ASA | 1 200 000 | 2.24% |
| ENGELSVIKEN FRYSERI AS | 1 143 891 | 2.14% |
| DAIMYO INVEST AS | 1 030 000 | 1.92% |
| APOLLO ASSET LIMITED | 1 000 000 | 1.87% |
| Q CAPITAL AS | 998 490 | 1.87% |
| F1 FUNDS AS | 931 775 | 1.74% |
| GM CAPITAL AS | 904 247 | 1.69% |
| NÆSS | 717 795 | 1.34% |
| TONE BEKKESTAD AS | 717 118 | 1.34% |
| REMANING INVESTORS | 13 001 728 | 24.29% |
| Total | 53 533 395 | 100.00% |
| Person | Position | Shares |
|---|---|---|
| Endre Ording Sund | chairman of the board | 1 836 200 |
| Einar Christen Lange | member of the board | 10 807 646 |
| John Arne Ulvan | member of the board | - |
| Monika Inde Zsak | member of the board | - |
| Wendy Lam | member of the board | |
| Wayne Thomson | member of the board | - |
| Jan Kielland | CEO | 5 172 677 |
| Ingar Bergh | CFO | 14 800 |
| Tone Bekkestad | CMO | 717 118 |
| Cato Christensen | CTO | - |
| Johan Jungholm | CCO | - |
| Philipp Staggat | CPO | 4 000 |
The share capital consists of 53 533 395 shares with a nominal value of NOK 0.5 total NOK 26 766 697 and is fully paid. Each share provides one vote. The company has one class of shares.
Shareholders as of 31 December 2023
The company's shares are VPS-registered and listed on Euronext Growth from 20 December 2021. Numbers of shares and share subscription rights held by the board and CEO and leading senior management, including shares held by companies controlled by the representatives:
Rights under the management incentive scheme are not included, cf. note 13.
| Share capital | Share premium | Other paid in capital | Net loss | Total equity | |
|---|---|---|---|---|---|
| Amounts in NOK | |||||
| Equity at 1 Jan 2023 |
53 533 395 | 81 072 850 | 14 467 512 | -77 468 642 | 71 605 117 |
| Result 2023 | - | - | - | -43 243 365 | -43 243 365 |
| Share issue | - | - | - | - | - |
| Capital reduction no cash | -26 766 698 | - | - | 26 766 698 | - |
| Share based compensation | - | - | 5 639 676 | - | 5 639 676 |
| Equity at 31 Dec 2023 |
26 766 698 | 81 072 850 | 20 107 189 | -93 945 308 | 34 001 428 |
Rights under the management incentive scheme are not included, cf. note 13.
In December 2020 the company agreed with certain investors (the "Investors") on a funding package with the three elements - 1 capital contribution of NOK 25 000 000, and 2 Subscription rights schemes of total NOK 50 000 000. As of 31 December 2021, a total of 2 950 619 shares under the subscription rights scheme had not been executed.
On August 24 2022 the shares from these remaining rights was issued at a subscription price of NOK 3.23 per share. There is as of 31 December no outstanding subscription rights or warrants outside of the company share based compensation scheme.
On 30 June 2021, the Annual General Meeting approved a share-based compensation program for employees and board members with a volume of up to 5 000 000 options (which would equal the same number of shares if options are exercised), of these 1 200 000 have now been allocated to members of the board, 3 160 000 options have been allocated to CEO and senior management and additionally 638 000 to other employees, while 2 000 options have not been allocated. The compensation program had its first effective date 1 July 2021.
Options are exercisable at a price equal to the average quoted market price of the parent company's shares on the date of grant. Options are forfeited if the employee leaves the group before the options vest.
Options may be exercised at any time from the date of vesting to the date of their expiry.
These options expires three years after vesting. Options are granted to management and select key personnel, typically at start of employment with the company, and serves as part of the compensation package and as a tool for retention.
Terms for Capsol Technologies Board members: Strike NOK 10.00 to NOK 15.88, vesting three years with 1/3 each year.
Strike price shall be NOK 10.00 for current management and employees (per 30 June 2021). Strike price for participants added to the incentive program in the future will be adjusted relative to share price at the time of issuing. Vesting shall be over a period of three years with 25% vested in year 1, 25% vested in year 2 and 50% vested in year 3.
| Allocation | Strike price | Issue date | Vesting | |
|---|---|---|---|---|
| Person (Board members) | ||||
| Endre Ording Sund (Chairman) | 100 000 | 10.00 | 1 Jul 2021 | 3 years with 1/3 each year |
| Einar Chr. Lange | 100 000 | 10.00 | 1 Jul 2021 | 3 years with 1/3 each year |
| Claes Oskar Nygren (Retired from Board) | 100 000 | 10.00 | 1 Jul 2021 | 3 years with 1/3 each year |
| John Arne Ulven | 225 000 | 10.00 | 1 Jul 2021 | 3 years with 1/3 each year |
| Monika Inde Zsak | 225 000 | 10.00 | 1 Jul 2021 | 3 years with 1/3 each year |
| Wayne Thomson | 225 000 | 15.88 | 1 Jul 2022 | 3 years with 1/3 each year |
| Ellen Merete Hanetho | 112 500 | 13.95 | 27 Sep 2023 | 3 years with 1/3 each year |
| Wendy Lam | 112 500 | 13.95 | 27 Sep 2023 | 3 years with 1/3 each year |
| Total board | 1 200 000 | |||
| Person (CEO and senior management) | ||||
| Jan Kielland, CEO | 850 000 | 10.00 | 1 Jul 2021 | 3 years with 1/3 each year |
| Ingar Bergh, CFO | 750 000 | 10.00 | 1 Jul 2021 | 3 years with 1/3 each year |
| Tone Bekkestad, CMO | 590 000 | 10.00 | 1 Jul 2021 | 3 years with 1/3 each year |
| Cato Christensen, CTO | 500 000 | 11.50 | 15 Aug 2022 | 3 years with 1/3 each year |
| Johan Jungholm, CCO | 230 000 | 13.00 | 18 Oct 2021 | 3 years with 1/3 each year |
| Philipp Staggat, CPO | 240 000 | 13.64 | 1 Oct 2021 | As above (two tranches 190 000 issued 01.10.2021 50 000 issued 13.12.2023) |
| Total CEO and senior management | 3 160 000 | |||
| Total other employees (average weighed) | 638 000 | 12.58 | 1 Jul 2021-1 Sep 2022 3 years with 25% in year 1, 25% in year 2 and 50% in year 3 | |
| Total issued to board and employees | 4 998 000 | |||
| Not allocated options in program | 2 000 | |||
| Total for the program | 5 000 000 |
| 31 Dec 2023 | 31 Dec 2022 | 31 Dec 2021 | |||||
|---|---|---|---|---|---|---|---|
| Number of share options |
Weighted average exercise price |
Number of share options |
Weighted average exercise price |
Number of share options |
Weighted average exercise price |
||
| Outstanding at beginning of year | 4 645 1000 | 11.29 | 3 570 000 | 10.51 | - | - | |
| Granted during the year | 658 000 | 13.06 | 1 750 000 | 13.89 | 3 570 000 | 10.51 | |
| Forfeited during the year | 305 000 | 14.81 | - | - | - | - | |
| Exercised during the year | - | - | - | - | - | - | |
| Expired during the year | - | - | - | - | - | - | |
| Outstanding at the end of the year | 4 998 000 | 12.18 | 4 645 000 | 11.29 | 3 570 000 | 10.51 | |
| Exercisable at the end of the year | 2 170 833 | 10.86 | 1 060 000 | 10.34 | - | - |
| 31Dec 2023 |
31 Dec 2022 | 31 Dec 2021 | |
|---|---|---|---|
| Weighted average share price | 12.18 | 11.29 | 10.51 |
| Weighted average exercise price | 12.18 | 11.29 | 10.51 |
| Expected volatility | 50% | 50% | 50% |
| Expected life | 5.25 | 5.25 | 5.25 |
| Risk-free rate | 3.43% | 2.87% | 1.0% |
The options outstanding on 31 December 2023 had a weighted average exercise price of NOK 12.18. In 2023, options were granted throughout the year. The aggregate of the estimated fair values of the options granted is about NOK 2.7 million. In 2022 the estimated fair value of the options granted was about NOK 7.0 million. In 2021 the estimated fair value of the options granted was about NOK 18.4 million. For practical purposes there will be minor discrepancies between when options are granted, and cost is recognised. The inputs into the black and scholes option valuation model is as follows:
Expected volatility was determined by calculating a weighted mix of peers and a selected index. This has been done due to the limited history of trade in the share. The expected life used in the model is conservative and does not include estimates, for the effects of non-transferability, exercise restrictions, and behavioural considerations.
The Group recognised total expenses of NOK 6.9 million, NOK 8.5 million and NOK 6.4 million related to equity-settled share-based payment transactions in 2023, 2022 and 2021 respectively. Including provisions for employment tax.
| Shares, subscription rights, warrants, options | Total | Issued | Exercise price | Proceeds if exercised |
|---|---|---|---|---|
| Issued shares as of 31 December 2023 | 53 533 395 | 53 533 395 | ||
| Share-based compensation | 5 000 000 | 4 998 000 | 12.18 | 60 875 940 |
| Total as of 31 December 2023 | 58 533 395 | 58 531 395 | 60 875 940 |
Issued shares as of 31 December 2023 amounted to 53 533 395 shares. With additional shares potentially subscribed for under the Share based compensation arrangement, the total number of shares potentially issued would 58 533 395 shares. As of year end none of the vested options have been executed.
| Secured debt | 31 Dec 2023 | 31 Dec 2022 |
|---|---|---|
| Amounts in NOK | ||
| Debt to financial institutions | 63 713 587 | 23 000 000 |
| Total | 63 713 587 | 23 000 000 |
| Booked value of secured assets | ||
| Plant and equipment | 69 778 824 | 24 803 826 |
| Accounts receivables | 9 821 949 | 1 995 475 |
| Total | 79 600 773 | 26 799 301 |
| At 31 December 2023 | Carrying amount | Less than 3 months | 3-12 months | 1-5 years | More than 5 years | Total |
|---|---|---|---|---|---|---|
| Amounts in NOK | ||||||
| Borrowings NOK | 18 400 000 | 1 150 000 | 3 450 000 | 13 875 670 | - | 18 400 000 |
| Borrowings EUR | 45 313 587 | 3 475 223 | 10 425 670 | 31 412 693 | - | 45 313 587 |
| Total financial liabilities | 63 713 587 | 4 625 223 | 13 875 670 | 45 212 693 | - | 63 713 587 |
| At 31 December 2022 | Carrying amount | Less than 3 months | 3-12 months | 1-5 years | More than 5 years | Total |
|---|---|---|---|---|---|---|
| Amounts in NOK | ||||||
| Borrowings NOK | 23 000 000 | 1 150 000 | 3 450 000 | 18 400 000 | - | 23 000 000 |
| Total financial liabilities | 23 000 000 | 1 150 000 | 3 450 000 | 18 400 000 | - | 23 000 000 |
| e than 5 years | Total |
|---|---|
| 18 400 000 | |
| 45 313 587 | |
| 63 713 587 | |
| e than 5 years | Total |
| 23 000 000 | |
| 23 000 000 | |
Debt to financial institutions consist of three loans, with maturity in 2027 and 2028. Interest and principal are paid on quarterly instalments. The interest rate continues to be based on the NIBOR and EURIBOR index plus a margin of 2.9%p.a. See section 6.8.2 for an overview of the maturity.
The debt to credit institutions requires certain assets to be pledged as security, being property, plant and equipment, inventory, trade receivables and licenses. Assets pledged as security includes property, plant and equipment and accounts receivables.
| At 31 December 2023 | EUR | GBP | USD |
|---|---|---|---|
| Financial assets | 5 394 456 | - | - |
| Accounts receivables | 1 929 670 | - | - |
| Cash and bank deposits | 3 464 786 | - | - |
| Financial liabilities | - 5 062 834 | - 25 619 | - 83 275 |
| Trade creditors | - 1 021 774 | - 25 619 | - 83 275 |
| Debt to financial institutions | - 4 041 060 |
| Exchange rate sensitivity analysis | 2023 | 2022 | 2021 |
|---|---|---|---|
| Increase in EUR/NOK exchange rate of 10 percent | 33 162 | 17 975 | - 18 000 |
| Increase in GBP/NOK exchange rate of 10 percent | - 2 562 | - 207 | - |
| Increase in USD/NOK exchange rate of 10 percent | - 8 327 | - | - |
| At 31 December 2022 | EUR | GBP | USD |
|---|---|---|---|
| Financial assets | 190 000 | - | - |
| Accounts receivables | 190 000 | - | - |
| Financial liabilities | - 10 250 | - 2 067 | - |
| Trade creditors | - 10 250 | - 2 067 | - |
| At 31 December 2021 | EUR | GBP | USD |
|---|---|---|---|
| Financial assets | - | - | - |
| Accounts receivables | - | - | - |
| Financial liabilities | -180 000 | - | - |
| Trade creditors | -180 000 | - | - |
| Interest rate sensitivity analysis | 2023 | 2022 | 2021 |
|---|---|---|---|
| Increase in borrowing rate of 5% | 3 610 793 | 1 157 236 | - |
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. The Group is mainly exposed to interest rate and foreign currency risk.
The Group's exposure to interest rate risk arises from long-term borrowings with variable rates, based on the NIBOR and EURIBOR rate applicable at each point in time.
The Group has not entered any interest rate swaps agreement or other interest rate hedges to mitigate risk related to increase in the variable interest rate of its loans.
The Group's primary operational foreign currency risk is linked to fluctuations in the value of Euro versus Norwegian Krone. From 2023, the revenue and borrowings are mainly in Euro, while the running costs are in
either Euro or Norwegian Krone. Management has as of year end 31 December 2023. The following table illustrates how the profit before tax would be affected by positive or negative changes in the exchange rates with respect to the functional currency of the company, leaving every other constant the same:
On 14 February 2024, the Group announced a new collaboration with Munters, a global leader in energy efficient air treatment and climate control solutions. The partnership aims to further enhance the efficiency and effectiveness of Capsol's proprietary process for capturing CO₂ from industrial emissions. As part of the partnership agreement, Munters subscribed or EUR 2 million in the private placement completed on 16 February 2024.
On 15 February 2024, Wendy Lam was appointed as the new CEO of Capsol Technologies. The incoming CEO was granted 850 000 options when she assumed her duties.
On 14 February 2024, the Group announced to cotemplate a private placement. The private placement was successfully completed on 16 February 2024, and raised gross proceeds of NOK 88. 27 million , at a subscription price of NOK 12.60 per share.
The net proceeds to the Group from the private placement will go towards financing strategic initiatives within new markets, new solutions and new revenue streams especially:
Our vision is to accelerating the transition to a net zero future
Drammensveien 126 0277 Oslo Norway
capsoltechnologies.com
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