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Inin Group AS — Investor Presentation 2021
Sep 30, 2021
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Investor Presentation
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COMPANY PRESENTATION
September 30th 2021
Disclaimer
The information in this presentation (the "Presentation") has been prepared by ELOP AS (the "Company" or "ELOP"), solely for the use in its dialogue with possible investors in a contemplated private placement of new shares by ELOP, directed towards Norwegian professional investors, international institutional investors and professional investors in such other jurisdictions as are permitted or catered for by exemption rules under applicable securities laws (the "Private Placement"). The Company has retained Pareto Securities AS and Fearnley Securities AS as managers (together, the "Managers") in connection with the Private Placement.
By attending a meeting where this Presentation is made, or by reading the Presentation slides, you agree to be bound by the following limitations and provisions:
The receipt of this Presentation is personal, and the Presentation and the information set out herein may not be shared with any other party than the intended recipient.
The Presentation is based on the economic, regulatory, market and other conditions as in effect on the date hereof and may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect ELOP's current expectations and assumptions as to future events and circumstances that may not prove accurate. The forward-looking statements contained in this Presentation (including assumptions, opinions and views of ELOP or opinions cited from third party sources) are subject to risks, uncertainties and other factors that may cause actual events to differ materially from any anticipated development. Neither ELOP, the Managers or any such person's officers or employees provide any assurance that the assumptions underlying such forward-looking statements are free from errors, nor do any of them accept any responsibility for the future accuracy of the opinions expressed in this Presentation or the actual occurrence of the forecasted developments described herein. Neither ELOP nor the Managers assume any obligation, except as required by law, to update or correct any information included in this Presentation. This Presentation is for informational purposes only and does not constitute an offer to sell any financial instruments or any rights related to the Company. This Presentation is not a prospectus, disclosure document or offering document and does not purport to be complete.
No liability whatsoever is accepted as to any errors, omissions or misstatements contained herein and, accordingly, none of ELOP, the Managers or any such person's officers or employees accept any liability whatsoever arising directly or indirectly from the use of this Presentation.
This Presentation has not been reviewed or approved by any regulatory authority or stock exchange. The distribution of this Presentation or other documentation into jurisdictions other than Norway may be restricted by law. Persons into whose possession this Presentation comes should inform themselves about and observe any such restrictions and should be aware that any failure to comply with such restrictions may constitute a violation of the securities laws of the relevant jurisdiction. This Presentation does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire any securities offered by any person in any jurisdiction in which such an offer or solicitation is unlawful. Neither this Presentation nor anything contained herein shall form the basis of any contract or commitment whatsoever. This Presentation is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Australia or Japan, except in accordance with applicable exemptions from applicable securities legislation. This Presentation does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein have not been, and will not be, registered under the U.S. Securities Act of 1933. The securities may not be offered or sold in the United States, except pursuant to an exemption from the registration requirements of the U.S. Securities Act. There will be no public offer of securities in the United States.
The contents of this Presentation shall not be construed as legal, business or tax advice. Each reader of this Presentation should consult its own legal, business or tax advisor as to legal, business or tax advice. If you are in doubt about the contents of this Presentation, you should consult your stockbroker, bank manager, lawyer, accountant or other professional adviser. This Presentation shall be governed by Norwegian law. Any dispute arising in respect of this Presentation is subject to the exclusive jurisdiction of the Norwegian courts with Oslo District Court as legal venue.
Summary of risk factors
This is a brief summary of risk factors only. For a further discussion about the risks facing the Company, please see Appendix to this Presentation. An investment in the Shares should be considered as a high-risk investment. An investment in the Shares is only suitable for you if you have sufficient knowledge, sophistication and experience in financial and business matters to be capable of evaluating the merits and risks of an investment decision relating to the Shares, and if you are able to bear the economic risk, and to withstand a complete loss of your investment.
Risks related to the business and industry
- The Company's products and services are under development, and no assurance can be given as to whether or when these products and services will successfully reach commercialization, or generate revenues, to such extent as is targeted by the Company
- The Company face intense competition from both smaller companies focused on specific market niches and global corporations with established market recognition and that have substantially greater financial, technical, marketing, distribution and other resources than the Company
- The Company has an ambitious growth strategy which it may fail to execute and/or manage
- Potential future acquisitions could be difficult to integrate, divert attention of key personnel, disrupt the Company's business, dilute shareholder value and impair operating results
- The Company will rely on third parties in connection with manufacturing and assembly, product development, distribution and other supply, and in-licensed technology
- The Company may not be able to adequately protect its intellectual property rights
- The Company may in the future from time to time face intellectual property infringement claims, which could be time consuming and costly to defend, and may require the Company to pay significant damages or cease offering any of its products or services or key features thereof
- Some of the Company's applications contain open source software, which may pose increased risk to the Company's proprietary software
- The Company business could be adversely affected by the departure of existing members of management and other key personnel
- Competition for highly skilled IT personnel is intense and the Company may need to invest significant amounts of cash and equity to attract and retain employees and may not be able to realize returns on these investments
- The Company expect to face counterparty risks relating to its customers
- The business of the Company is negatively affected, and may continue to be negatively affected by, the COVID-19 outbreak
- Any failure in the Company's information technology systems could have an adverse impact on its operations
- The Company may be subject to significant expenses and damages because of liability claims
- The Company is exposed to the risk of cyber crime
- The Company may not be adequately insured
- The Company plans to operate globally in markets where it has limited operating experience, which may subject the Company to increased business, economic and regulatory risks
Risks related to the Shares
- The price of the Shares may fluctuate significantly
- Future issuances of Shares or other securities could dilute the holdings of shareholders and could materially affect the price of the Shares
Risks related to laws and regulations
- The Company is exposed to very stringent rules relating to data protection and privacy
- The monitoring of critical infrastructure by use of AI may become subject to new regulatory initiatives and the monitoring of critical infrastructure could generally, in different jurisdictions, be subject to regulatory requirements and enforcement with wide discretion to local lawmakers and regulators because of the security concerns associated with such infrastructure
- The Company may in the future be involved from time to time in litigation and disputes
Risks related to financing
- The Company may require additional capital in the future in order to execute its growth strategy or for other purposes, which may not be available on favorable terms or at all
- Any future debt arrangements could limit the Company's liquidity and flexibility
- The Company is subject to terms and conditions relating to public subsidies/soft funding
- The Company may be unable to service its indebtedness or to comply with terms and conditions in any debt financing agreements
Solutions to inspect, monitor and manage infrastructure
Elop in brief
Solutions to inspect and monitor critical infrastructure
Developed and patented a rolling ultrasonic scanner that is far superior to what is available today
|--|
Acquired Simplifai, a software company specializing in unstructured data processing and process automation
Data-driven and AI-based solutions for inspection and predictive maintenance of critical infrastructure
Automation solutions using artificial intelligence
Elop Group
Joint management team
100% 100%
Elop's goals
Establish Elop technology as an industry standard
Build the next generation structural health monitoring system
Establish Simplifai as a leading global software vendor within intelligent business process automation
Investment highlights
I
V
Huge untapped market in need for infrastructure monitoring
Disrupting the industry with a new standard for asset monitoring
IV
II
Predictable analysis of future and current maintenance needs
Executing in-line with communicated business plan
Right technical expertise and know-how to spearhead commercialization
The concrete challenge
8% of the world's CO2 comes from the concrete production process
Ageing infrastructure with significant backlog of maintenance
Lack of efficient hardware to collect data
Lack of efficient software to manage maintenances and monitor health of large infrastructure
Maintenance is a growing concern globally
Age structure of highway bridges in Germany
Significant backlog of bridge maintenance
Current backlog at USD 125-170bn – expected to increase as current budget allows for only ~570 bridge repairs p.a. out of 47,000 in urgent need
Statens Vegvesen's annual budget for bridge repairs is USD 30m despite backlog of USD ~2bn
Similar significant backlogs seen in Spain, Germany, France and numerous other developed countries
Maintenance spend has historically kept backlog stable, but is expected to increase with current pace
Consequences of being unable to monitor infrastructure cost-effectively
For society, infrastructure owners and users
Short infrastructure lifetime
Costs of building new infrastructure
Accidents that could have been prevented High CO2 emissions from production and construction
Point scanners for the concrete market have their limitations
The ultrasound scanners on the market have some limitations today…
- Point scanners a still image needs to be taken every 10cm
- Not practical to scan large areas efficiently
- Unable to assess the depth of cracks and air pockets
- Varying sophistication of software for visualizations on app / web
…which leads to low utilization and data generation
- Scanners not being used to cover larger areas
- Data quantity and quality low
- Data unconsolidated
- Data mainly utilized in reports generated by inspection specialists
- Mainly used as ad-hoc tools for certain situations
Elop has patented a first-of-its-kind rolling concrete scanner
Real-time 3D visualization
Globally patented ultrasound scanning solution (dry coupling) that quickly, efficiently and accurately gathers assessment data on critical infrastructure and transmits the real-time 3D visualization of the subsurface construction
Unparalleled efficiency
Elop's unique technology enables a considerably more efficient and practical way of inspecting larger volumes of concrete structures than what is possible with other existing technologies and devices on the market
Scalable cloud-based application
Data is transmitted to a scalable, cloud-based application where all stakeholders have access to relevant information, including 3D-videos, models, images and historical data
Elop Technology's first sales orders signed in Q3
Sales
- The first batch of ultrasound scanners is being assembled inhouse for delivery in October
- The first sales orders have been finalized
Production
- Production moved in-house for both software and hardware
- Core components production to be held inhouse in the foreseeable future
- Evaluating outsourcing of non-critical components and assembly
Elop Technology's solutions will contribute to securing critical infrastructure
Several global bridge and building collapses exemplifies the need for improved inspection, surveys and maintenance of critical infrastructure.
Elop Technology and its solutions provide information and insight into the condition of an asset.
Using this data for optimised maintenance and control, ensures safe and secure operations throughout the lifecycle of the asset.
First order received from Miami-based inspection company
Field tests across Europe and asset classes
Completed field tests
Demo project with major asset owner in energy sector
Demo project with inspection partner on the Abisko bridge in Sweden for large asset owner
Demo project in Norway with major infrastructure entrepreneur
Demo project for Elop Insight in Germany
Upcoming field tests
Demo projects for Elop Insight in Norway and Sweden agreed for bridges, a tunnel, an oil installation and more
Demo project for Elop Insight in France
Successful pilots and demo projects validate our technology
Demo project conducted in cooperation with Equinor utilizing Elop's ultrasonic scanning solution
Conducted at the leaning tower of Jåttåvågen in Stavanger, especially suitable for such tests with varying wall thickness and angled construction
Conducted together with Equinor's external inspection partners: Aker Solutions, NAS, RaKon and Linjebygg
DEKRA Visatec cooperation confirms the global potential of Elop's technology
DEKRA
- Leading global provider of mapping and inspection services for infrastructure
- World's largest unlisted organization in the TIC industry
- 44,000 employees
-
Global operations
-
Global breakthrough for Elop Technology's patented technology, including large sales potential
- Collaboration and testing already on-going utilizing DEKRA facilities in Germany
- Finalization of contract terms on-going expanding initial scope
- DEKRA Visatec GmbH and Elop Technology to combine vacuum crawler and Elop Insight to create an "InsightCrawler"
- Key for Elop Technology: Access to global market in Testing, Inspection and Certification (TIC)
Partnerships provide key opportunities within the survey and inspection market
In addition to agreement with DEKRA Visatec, we have key partnerships with…
Elop recruits infrastructure industry seniors
Our customers see the need for Elop's technology, and our team consists of former high-ranking employees at customers who have validated our solutions and technology
Overall strategy: Become a fully integrated technology provider
From reactive to proactive maintenance
our scalable cloud-based system, we aim to give asset owners full digital overview of their structures allowing them to move from a reactive maintenance strategy to a proactive.
- By coupling data from many sources with Monitor infrastructure health
- Conduct predictive and preventative maintenance
- Optimise asset lifetime and cost
Transforming data into unique insight
Scanner & Dashboard Collect, connect, visualise
Asset Management & Monitoring System (AMS)
Structure, analyse, act
Simplifai's competence in data processing and process automation is key in building Elop AMS
Look into the future with a digital collaboration tool
Elop Asset Management System enables all stakeholders to look into the future maintaining and safeguarding bridges, dams, railroad infrastructure and other large infrastructures.
Elop Technology will contribute to the reduction of CO2 generated by the concrete production industry
Extending life of existing concrete structures through optimized maintenance and inspection, will have a significant benefit to the environment - reducing the CO2 emissions from the concrete production process.
Elop Technology's patented technology for structural health insight, combined with systems in development for managing and monitoring asset data, will give assets owners:
- 1. full insight into the condition of their constructions and
- 2. the necessary tools to analyze and maintain their structures,
in order to extend asset life and reduce the environmental impact.
Elop Technology to go-to market in a 3-way collab. with inspection companies1 and asset owners
- Elop to provide inspection players with Elop Insight to be used in inspections A1
- A2 Inspection players pay Elop for scanner and license fee for AMS Dashboard
- Elop grants asset owners access to Elop AMS where data generated from Elop Insight and third parties can be viewed. AMS features bundled into packages and rolled out over time. B1
- B2 Asset owners to pay Elop annual licensing fee for access to Elop AMS features and a data-based fee
Inspection firms to enhance their recommendations and insight to asset owners based on data from Elop Insight C1
C2 Asset owners to pay inspection firms for inspecting their assets and providing recommendations, like today's setup
1: E.g. Testing, Inspection & Certification (TIC) companies, engineering companies or specialist contractors
Continuous R&D / Tech development and commercial launches in 2022
Multrawheel to target composite and metal structure inspections
"The proposed product/service is innovative ; ELOP proposes the «world's first self-driven robotic scanner for WT1 industry».
The R&D and technical team is strong, multidisciplinary and covers all aspects including sales and marketing aspects. The project will support the demand for green energy and zero carbon emission.
Moreover, the wind turbine market and the predictive maintenance market are in full expansion. The mobile inspection robot product is patented ; indeed ELOP is a deep-tech SME that has used H2020 SME funding to develop manual rolling concrete scanner. It will be adapted in the project for the WT industry.
It is a product that completes the current approaches (e.g. by drone); it can be imposed if it proves to be reliable, simple and low cost product/service. This product can be also adapted to other applications (marine and aerospace inspection)."
Quote from a European Innovation Council evaluator Feedback to Elop Technology's application for EIC funding, September 2021
Elop moving in the right direction
Introducing new technology to create a new high growth market
х Industry events
Credibility
- ✓ Demonstrating tech
- ✓ Bringing AI competence in-
- ✓ Field demonstrations
- ✓ Developing industry
- ✓ Terratec agreement
- ✓ Industry partnership with DEKRA Visatec GmbH
- ✓ Insourced scanner production & software development
- х Major reference clients
- х Demonstrating different applications areas
Success stories
- ✓ New geographical markets
- ✓ First sales
- х Successful field projects
- х Demonstrating stakeholder value
- х Global industry partnership with DEKRA for the Insight crawler
- х New technology applications
Recognition
- х Exponential sales growth
- х International expansion
- ✓ New industries х Global distribution
29
Gradual shift towards contracted recurring software revenue
Elop revenue expected to pick up with software and scanner roll-out
Revenue, MNOK
Appendix
Management team with good track-record and technical & commercial expertise
Øivind Horpestad CEO and Chair of The Board
- One of the original founders and former CEO of NRC Group, listed on Oslo Stock Exchange
- Responsible for developing and executing the strategy that transformed Endur ASA into a leading player within maritime infrastructure, former COB ENDUR ASA, listed on Oslo Stock Exchange
- Has broad industrial experience through former positions in Team Bane, VRS Rail AS and Coast Capital
Kim Boman Chief Financial Officer
- More than 20 years of experience from finance roles
- Former CFO of AqualisBraemar, Head of IR at Rec Solar and has corporate finance experience from DNB Markets and Swedbank
Bård Myrstad Chief Operating Officer
- One of the founders and CEO of Simplifai
- Strong background from the IT sector, having worked at Accenture, Embriq and Viz Risk Management
Imran Tamboli Chief Technology Officer
- More than 15 years of experience from technical leadership roles in various technology companies
- Prior experience includes Head of Delivery at EVRY Financial Services and CTO at Simplifai
Management team with good track-record and technical & commercial expertise
Erik Leung Chief Product Officer
- Has more than 10 years of experience from product leadership roles at various technology companies
- Prior experience includes Head of AI at EVRY Financial Services and Co-Founder and COO at Simplifai
Daniel Kohn Chief Commercial Director
- Has wide industry knowledge, including a combined knowledge of HW and SW sales and process
- Prior experience includes sales and sales management positions at Canon Business Solutions and Sales Directors at Global Connect
Niklas Persson Head of Global Sales
- More than 20 years industry experience from various business development and global sales management positions.
- Prior experience includes six years from DEKRA in Sweden and Germany as well as experience from Force Technology and Siemens
Marcus Jocham Head of Business Development
- Nearly 15 years' experience within strategic sales management and business development
- Prior experience includes 13 years within the DEKRA and Visatec systems
Elop Group has offices in 5 countries and a total of 140 employees
Keeping concrete structures safe, sustainable and financially viable
I II III IV V
Simplifai: Elop's AI business unit
Norwegian AI Company
HQ in Oslo, 115 FTE's AI Tech: AI, Natural Language Technology, Natural Language Processing (free-text)
Verified: Microsoft Partner
Products: Emailbot, Documentbot, and Chatbot
Services: Digital Employees
Core: Standardized Solutions, ≈ 90% Automation Grade, Quick implementation and ROI
SaaS SaaS Business Model: Building recurring and scalable revenue model
I II III IV V
Simplifai: provides Elop with a large addressable secondary market
• Natural language processing is necessary in several business processes which utilize e.g., the following tools: Portals, Email, Customer service software, Docs, CRM
- Has historically been difficult to automate
- Requires heavy human interaction with corresponding high cost
- Vulnerable for mistakes, large variations in quality and service level
- Increased demand for 24/7 service globally, further drives cost
- Large potential for efficiency gains
Digital Employees ensures end-to-end automation
I II III IV V
Simplifai's unique position facilitates early adoption of AI technology
6-month payback, 150% ROI first year
- ✓ Low-cost implementation
- ✓ High automation grade
- ✓ Easy to use implementation tools for business users
- ✓ Handles unstructured data
- ✓ Wide scope across industries and business processes (use case agnostic)
- ✓ Handles complex documents
Customers (and Simplifai) benefit from best-inclass implementation approach
Key steppingstones for Simplifai
Capturing a high growth market
Success stories
- ✓ Claims Link and OSM Maritime success stories
- ✓ Technology acceptance opens up new sales channels
- ✓ Continuously shorten onboarding cycles
- ✓ New industries: online retail, telecom
- ✓ Breakthrough in municipality market
- ✓ Partner channel beginning to deliver results
- х New geographical markets
- х Significantly shorten sales cycles
Recognition
- х Exponential sales growth
- х Widespread international expansion
- х Global distribution
- х Recognized as leading vendor within natural language-based business process automation
- х International BFSI clients
NEW ENTRIES
ONGOING
COMPLETED
NOT YET REACHED
Awareness
- ✓ Initiating commercial partnerships
- ✓ Solutions marketing
- ✓ Auditions and tendering
- ✓ Building products as part of commercial cooperation
- ✓ Building sales pipeline
Credibility
- ✓ Establishing close partnership with Microsoft
- ✓ industry tech approval, BFSI, retail and public sector
- ✓ Recruiting world class technical organisation
- ✓ Solutions available on recognised marketplaces
- ✓ Develop commercial partnerships
- ✓ International breakthroughs (i.e. India, Singapore)
Several contract wins verify Simplifai's technology leadership and growth potential
| Selected clients | Description of service | Why important? | |||
|---|---|---|---|---|---|
| Emailbot + Documentbot |
• New international clients won in tough competition |
||||
| Emailbot + Documentbot | • GDPR/Schrems ii compliance validated • Strong customer reference |
||||
| Solution for e-mail archiving & Documentbot |
• Expanding in public sector • First solutions in production • Position to dominate large archiving projects |
Contracted MRR of NOK 0.6m as of end Q2 2021, up 82% from Q2 2020
- MRR growth impacted negatively by Schrems II1 which have created uncertainty related to GDPR and privacy matters
- Simplifai have mitigated the challenge by changing delivery method of SaaS services with the aim to be best in class in terms of privacy among its competitors
Protected by patents worldwide (1/2)
| Official No. | Title | About | Status | Country |
|---|---|---|---|---|
| BR 11 2017 005346 2 | Device, Method and System for Ultrasonic Signal Transducer | Elop Insight | Application allowed | Brazil |
| CN 107110828 A | Device, Method and System for Ultrasonic Signal Transducer | Elop Insight | Registered | China |
| 3194955 | Device, Method and System for Ultrasonic Signal Transducer | Elop Insight | Registered | Germany |
| 3194955 | Device, Method and System for Ultrasonic Signal Transducer | Elop Insight | Registered | EPO |
| 3194955 | Device, Method and System for Ultrasonic Signal Transducer | Elop Insight | Registered | Spain |
| 3194955 | Device, Method and System for Ultrasonic Signal Transducer | Elop Insight | Registered | France |
| 3194955 | Device, Method and System for Ultrasonic Signal Transducer | Elop Insight | Registered | United Kingdom |
| 3194955 | Device, Method and System for Ultrasonic Signal Transducer | Elop Insight | Registered | Italy |
| 6549716 | Device, Method and System for Ultrasonic Signal Transducer | Elop Insight | Registered | Japan |
| 337942 | Ultralydanordning | Elop Insight | Registered | Norway |
| 3194955 | Device, Method and System for Ultrasonic Signal Transducer | Elop Insight | Registered | Poland |
| 3194955 | Device, Method and System for Ultrasonic Signal Transducer | Elop Insight | Registered | Sweden |
Protected by patents worldwide (2/2)
| Official No. | Title | About | Status | Country |
|---|---|---|---|---|
| 3194955 | Device, Method and System for Ultrasonic Signal Transducer | Elop Insight | Registered | Turkey |
| US-2017-0292936-A1 | Device, Method and System for Ultrasonic Signal Transducer | Elop Insight | Registered | USA |
| BR 11 2018 075848 5 | Device, system and method for emission and reception of ultrasonic signals to and from a test material |
MultraWheel | Application filed | Brazil |
| 3,046,176 | Device, system and method for emission and reception of ultrasonic signals to and from a test material |
MultraWheel | Application filed | Canada |
| CN 109564196 A | Device, system and method for emission and reception of ultrasonic signals to and from a test material |
MultraWheel | Under examination | China |
| 3494395 | Device, system and method for emission and reception of ultrasonic signals to and from a test material |
MultraWheel | Application filed | EPO |
| 2019-518216 | Device, system and method for emission and reception of ultrasonic signals to and from a test material |
MultraWheel | Under examination | Japan |
| US-2019-0162703-A1 | Device, system and method for emission and reception of ultrasonic signals to and from a test material |
MultraWheel | Under examination | USA |
Trademarks
| Official No. | Title | About | Status | Country |
|---|---|---|---|---|
| 316949 | Elop | Elop | Registered | Norway |
| 316951 | Elop Insight | Elop Insight | Registered | Norway |
| 316953 | Elop Foresight | Elop Foresight | Registered | Norway |
4 main technologies for non-destructive testing
| Subsurface inspection technologies | ||||||||
|---|---|---|---|---|---|---|---|---|
| Test type | Description | Main use | Perceived limitations | |||||
| Destructive Sample testing testing |
Extraction of sample from infrastructure to be further studied in a lab |
• Advanced material analysis • Quality control, Assurance |
• Damages the asset • Requires a lab with high expertise |
|||||
| st or fir d f n |
GPR | Radar based technology | • Evaluation of interior structures • Location of rebars |
• Limited range • Poor usability for detecting air voids • Only usable for non-metallic structures |
||||
| g n esti t e v cti |
a e c s s u ols o T |
Ultrasonic | Sends high frequency vibrations into infrastructure |
• Deep scans & multiple materials • Thickness of concrete measurement • Detection of air voids |
• Demands 3D image to provide necessary deep insight |
|||
| u estr d n- |
ht or g d f si n |
Seismic | Images the subsurface of the structure with seismic waves |
• Mapping of large-scale concrete internal defects |
• Low frequency pulses makes it difficult to obtain detailed imaging |
|||
| e o al i s N u n ols o diti o T d a |
X-ray | Radiographic scan for deep 3D imaging of internal structure |
• Rebar location • Rebar damages |
• Emits dangerous radiation • Demands access to other end of scanned structure • Large clearance area needed |
I II III IV V
Applied methods for SHM provide limited and late access to data and only snap-shot imaging
| Type of weakness | Things to look for |
Main methods applied as of today | Pain-points experienced today |
|---|---|---|---|
| Corrosion | • Broken rebars • Expanded rebars • Chloride levels |
• Ultrasonic / GPR scan • Seismic / x-ray scan • Destructive tests • Visual inspection |
Often detected at late stage of corrosion when structural damages happened. Difficult to detect early stage corrosion with today's tools |
| Cracks | • Number and network of cracks • Breadth and depth of individual cracks |
• Visual inspection • Ultrasonic / GPR scan • Drones |
Limited ability to detect micro cracks, damages often incurred when identified |
| Voids | • Location of voids relative to rebars • Size of void |
• Ultrasonic / GPR scan • Seismic / x-ray scan |
Need for complementary tools, such as seismic scan, to provide actionable data for voids |
| Concrete decomposition | • Falling concrete chloride levels |
• Visual inspection • Destructive tests |
Once visible, significant structural damages already incurred. Significant risk for widespread corrosion if rebars are exposed |
| Damages in coating | • Cracks in the coating exposed rebars • Depth of coating |
• Visual inspection • Ultrasonic / GPR scan |
Limited testing across full asset, data of one area is extrapolated for the full bridge |
| Cement/gravel ratio | • Volume of concrete relative to cement |
• Destructive testing |
UN's sustainable Currently impossible to detect without sample testing development goals |
Source: Expert interviews, company websites, BCG Analysis
High importance
I II III IV V
Lower importance
Competitive landscape
| Products offered | Cracks | Voids | Concrete thickness |
Delamination | On-site 3D | Rolling scanner |
Distinguishing features | |
|---|---|---|---|---|---|---|---|---|
| Elop Insight | | | | | | | • Rolling 3D ultrasound concrete scanner • Ability to scan large areas |
|
| Mira | | | | | | | • Inspections up to 2,500mm • Compatible software for 'stitching' 2D images into a 3D image |
|
| Mira Lite | | | | | | | • Portable version of Mira, inspections of concrete up to 1200mm |
|
| High | Pundit PD8050 | | | | | | | • AI-powered for on-site data analysis |
| Mira | Pundit 250 Array | | | | | | | • Same instrument can be used with classic pulse velocity transducers |
| mparability to | Pundit 200 Pulse Echo |
| | | | | | • Specially produced for location of voids and delamination |
| Co | Pundit 200 | | | | | | | • Can be used under water |
| Low | Pundit Lab (+) | | | | | | | • Highly flexible and portable scanner primarily for uses in lab settings |
Key historic milestones for Elop
I II III IV V
New recommended practice supports Elop's business case
I II III IV V
Ultrasound technology outlined as crucial for the inspection method in the updated Norwegian Roads Authorities (NRA) manual for inspecting post tensioned concrete bridges
Other codes and regulations
Ultrasound technology implemented in Chinese National Standard and Chinese Technical code for in-site testing of building waterproof engineering, such as dams1,2
Significant increase in attention from all stakeholders
Increase in enquiries regarding the inspection of post tensioned concrete bridges
Elop Group income statement
Profit/(loss) for the period is attributable to:
I II III IV V
| Non-controlling interests |
2 6 |
- | 108 | - | - |
|---|---|---|---|---|---|
| of Owners ELOP AS |
(18 ,662) |
(6 ,192) |
(39 ,371) |
(13 ,518) |
(31 ,216) |
- Simplifai revenues are consolidated from Jan 18 2021
- Employee benefit expenses include restructing provison of NOK 4m
- Capitalized cost related to hardware and software development amounted to NOK 9,9 million in Q2 2021 and NOK 25.7 million in H1 2021
Liquidity Elop Group
I II III IV
Elop AS Group consolidated balance sheet
| in thousand Amounts NOK Note |
1H 2021 |
1H 2020 |
FY 2020 |
|
|---|---|---|---|---|
| ASSETS | ||||
| Non-current assets |
||||
| Goodwill | 5,6 | 121,245 | - | - |
| Intangible assets |
5 | 83,781 | 17,377 | 28,690 |
| plant and Property, equipment |
5 | 2,126 | 350 | 1,367 |
| Right of use assets |
6,056 | - | 7,253 | |
| Total non-current assets |
213,208 | 17,727 | 37,310 | |
| Current assets |
||||
| Inventory | 333 | - | 164 | |
| Trade receivables |
1,305 | - | - | |
| Other receivables current |
14,788 | 358 | 10,439 | |
| Cash and cash equivalents |
81,202 | 48,048 | 116,272 | |
| Total current assets |
97,628 | 48,406 | 126,875 | |
| TOTAL ASSETS |
310,837 | 66,133 | 164,185 |
| Amounts in NOK thousand Note |
1H 2021 |
1H 2020 |
FY 2020 |
|---|---|---|---|
| EQUITY AND LIABILITIES |
|||
| Equity | |||
| Share capital |
4,650 | 2,683 | 3,515 |
| Share premium |
336,062 | 86,648 | 181,220 |
| Other equity reserves |
14,248 | 4,356 | 4,572 |
| differenses Translation |
(3) | - | - |
| (deficit) Retained earnings |
(93 ,888) |
(36 ,970) |
(54 ,664) |
| Equity atributable equity holders of Elop AS to |
261,070 | 56,717 | 134,643 |
| Non-controlling interests |
108 | - | - |
| Total equity |
261,178 | 56,717 | 134,643 |
| liabilities Non-current |
|||
| liabilities financial Non-current institutions to |
11,608 | 4,821 | 4,821 |
| lease liabilities Non-current |
4,044 | - | 5,326 |
| Deferred liability tax |
2,389 | - | - |
| Total liabilities non-current |
18,041 | 4,821 | 10,147 |
| liabilities Current |
|||
| Trade payables |
16,501 | 1,791 | 9,853 |
| lease liability Current |
1,761 | - | 2,154 |
| liabilities Current tax |
2,295 | (15) | 1,271 |
| Other liabilities current |
11,060 | 2,819 | 6,117 |
| Total liabilities current |
31,617 | 4,595 | 19,395 |
| Total liabilities |
49,659 | 9,416 | 29,542 |
| TOTAL EQUITY LIABILITIES AND |
310,837 | 66,133 | 164,185 |
Cashflow statement
| Amounts in NOK thousand | 2Q 2021 | 2Q 2020 | 1H 2021 | 1H 2020 | FY 2020 |
|---|---|---|---|---|---|
| Cash flows from operating activities |
|||||
| Profit/(loss) before income tax |
(18,714) | (6,192) | (39,341) | (13,518) | (31,217) |
| Adjustments for |
|||||
| Depreciation and amortization |
3,458 | - | 5,430 | - | 420 |
| Change in trade and other receivables |
(5,126) | 8 | (3,154) | 944 | 1 3 |
| Change in inventory |
(40) | - | (169) | - | (164) |
| Change in trade payables |
8,602 | 1,406 | 6,648 | (397) | 8,303 |
| Change in accruals |
7,946 | 226 | 9,546 | 644 | (4,555) |
| Share-based payments expenses |
(456) | 7,488 | - | 216 | |
| Interest received | (20) | 0 | (27) | - | (2) |
| Interest paid | 275 | 4 1 | 466 | 111 | 261 |
| Cash inflow from operating activities |
(4,074) | (4,511) | (13,112) | (12,217) | (26,726) |
| Amounts in NOK thousand | 2Q 2021 | 2Q 2020 | 1H 2021 | 1H 2020 | FY 2020 |
|---|---|---|---|---|---|
| Cash flows from investing activities |
|||||
| Payment for investment company |
- | - | (1,484) | - | - |
| Payment for property, plant and equipment |
(454) | - | (725) | (94) | (1,304) |
| Payment for intangible assets |
(17,580) | (4,321) | (28,680) | (5,004) | (16,317) |
| Cash (outflow) from investing activities |
(18,034) | (4,321) | (30,889) | (5,098) | (17,621) |
| Cash flows from financing activities |
|||||
| / Repayment of other debt (Non-current Current) |
409 | - | (256) | (2,089) | (2,089) |
| Interest received | 2 0 | (0) | 2 7 | - | 2 |
| Interest paid | (275) | (41) | (466) | (111) | (261) |
| Capital increase received funds |
393 | - | 9,393 | 59,548 | 154,952 |
| Cash inflow from financing activities |
547 | (41) | 8,698 | 57,348 | 152,604 |
| Net increase/(decrease) in cash and cash equivalents |
(21,562) | (8,873) | (35,303) | 40,033 | 108,257 |
| Cash and cash equivalents in the beginning of period |
102,530 | 56,921 | 116,272 | 8,014 | 8,014 |
| Cash and cash equivalents as of 30 June |
80,968 | 48,048 | 80,968 | 48,048 | 116,272 |
Segment financial summary
| Segments 2021 - H1 |
||||
|---|---|---|---|---|
| thousand Amounts in NOK |
Elop Technology |
Simplifai | Elimination | Sum |
| Total revenue |
1,652 | 7,269 | -4,675 | 4,246 |
| Total operating expenses |
30,967 | 11,350 | -4,600 | 37,717 |
| profit/(loss) (EBIT) Operating |
-32,226 | -6,600 | -75 | -38,901 |
| EBITDA | -29,315 | -4,081 | -75 | -33,471 |
| Capitalized development |
13,585 | 12,202 | -76 | 25,711 |
| Segments Q1 2021 |
||||
|---|---|---|---|---|
| thousand Amounts in NOK |
Elop Technology |
Simplifai | Elimination | Sum |
| Total revenue |
- | 2,874 | -580 | 2,294 |
| Total operating expenses |
16,055 | 5,249 | -539 | 20,765 |
| profit/(loss) Operating (EBIT) |
-17,418 | -2,984 | -41 | -20,443 |
| EBITDA | -16,055 | -2,375 | -41 | -18,471 |
| Capitalized development |
9,597 | 5,857 | -41 | 15,413 |
| Segments Q2 2021 |
||||
|---|---|---|---|---|
| in thousand Amounts NOK |
Elop Technology |
Simplifai | Elimination | Sum |
| Total revenue |
1,652 | 4,395 | -4,095 | 1,952 |
| Total operating expenses |
14,912 | 6,101 | -4,061 | 16,952 |
| profit/(loss) (EBIT) Operating |
-14,808 | -3,616 | -34 | -18,458 |
| EBITDA | -13,260 | -1,706 | -34 | -15,000 |
| Capitalized development |
3,988 | 6,345 | -35 | 10,298 |
20 largest shareholders as of 26.09.2021
| INVESTOR | NUMBER OF SHARES | % OF TOP 20 | % OF TOTAL |
|---|---|---|---|
| MELANDSØ INVEST AS | 12771081 | 19.72% | 13.73% |
| GIMLE INVEST AS | 7497665 | 11.58% | 8.06% |
| SOGN INVEST AS | 5186025 | 8.01% | 5.58% |
| THE BANK OF NEW YORK MELLON SA/NV | 4911326 | 7.59% | 5.28% |
| ZONO INVEST AS | 4700000 | 7.26% | 5.05% |
| BHM HOLDING AS | 3981900 | 6.15% | 4.28% |
| HKL HOLDING AS | 3981900 | 6.15% | 4.28% |
| TIGERSTADEN MARINE AS | 3785025 | 5.85% | 4.07% |
| LANI INVEST AS | 2688330 | 4.15% | 2.89% |
| SONGA CAPITAL AS | 2673323 | 4.13% | 2.87% |
| NORDNET LIVSFORSIKRING AS | 2314063 | 3.57% | 2.49% |
| MP PENSJON PK | 2037106 | 3.15% | 2.19% |
| NIMBUSTECH AS | 1616636 | 2.5% | 1.74% |
| TIGERSTADEN INVEST AS | 1500000 | 2.32% | 1.61% |
| AGERA AKSELERATOR AS | 1160186 | 1.79% | 1.25% |
| DANONI AS | 940179 | 1.45% | 1.01% |
| MIDDELBORG INVEST AS | 876496 | 1.35% | 0.94% |
| KRISTIANSEN PETTER ASKHEIM | 749753 | 1.16% | 0.81% |
| OHR HOLDING AS | 696865 | 1.08% | 0.75% |
| As of 05.09.2021 MERRILL LYNCH, PIERCE, FENNER & SM |
682522 | 1.05% | 0.73% |
- At 30th of June; 600,000 outstanding warrants and 6,200,000 outstanding options.
- Average strike price of NOK 6.40.
Risk factors (1/7)
Investing in the Company involves inherent risks. Before making an investment decision with respect to the Company's shares (the "Shares"), investors should carefully consider the risk factors and all the information contained in this Presentation and other publicly available information about the Company. The risks and uncertainties described in this Presentation are not the only ones facing the Company. Additional risks not presently known to the Company or that the Company currently deems immaterial, may also impair the Company's business and adversely affect the price of the Company's Shares. If any of the following risks materialize, individually or together with other circumstances, the Company's business, prospects, financial position and/or operating results could be materially and adversely affected, which in turn could lead to a decline in the value of the Shares and the loss of all or part of an investment in the Shares. An investment in the Shares is suitable only for investors who understand the risk factors associated with this type of investment and who can afford a loss of all or part of an investment in the Shares. A prospective investor should consult his or her own expert advisors as to the suitability of an investment in the Shares.
The order in which the below risks are presented is not intended to provide an indication of the likelihood of their occurrence nor their severity or significance. References herein to the "Company" are to Elop AS together with its consolidated subsidiaries.
RISKS RELATED TO THE BUSINESS AND INDUSTRY
The Company's commercial success is dependent on its products and services, in particular related to its concrete scanner, features of that concrete scanner and asset management and monitoring system related thereto, being further developed and commercialized and additional features of the Company's AI technology unstructured data processing and process automation. This requires the Company to continue to devote substantial financial and other resources to, among other things, software and hardware development and R&D. The Company competes in immature markets, where, in particular, costumer's willingness to adapt to new technology and solutions, such as the Company's solutions for managing infrastructure and unstructured data processing and process automation, determines whether and to which extend a market for the Company's products and services exist. The ability of the Company to successfully and timely commercialize its technology and solutions will also depend heavily on other external factors, which are outside of the Company's control, such as: customer, including public, spending; the introduction, and timing, of new technologies, products and services by others; changes in regulation; and other market conditions.
No assurance can be given as to whether, or when, the Company's products and services will be successfully developed or commercialized, or generate revenues, to such extent as is targeted by the Company. Any failure to commercialize the Company's technology solutions, in whole or in part, or any delays in the Company's ability to commercialize its technology solutions, could have a material adverse effect on the Company's results, financial condition, cash flows and prospects.
The Company face intense competition from both smaller companies focused on specific market niches and global corporations with established market recognition and that have substantially greater financial, technical, marketing, distribution and other resources than the Company
The market for the Company's products and services is global and the Company face intense competition. The Company's competitors, both in the market for inspection and monitoring of critical concrete based infrastructure and in the intelligent business process automation market, comprise of smaller companies focused on specific market niches, that can elect to offer prices that the Company determines are not economically sustainable or have other competitive strengths that the Company cannot match, such as service, reputation and relationships, and global corporations with established market recognition and that have substantially greater financial, technical, marketing, distribution and other resources than the Company. The Company's ability to compete successfully depends on factors both within and outside of its control, including: the functionality and performance of its solutions and those of its competitors; the relationship with end customers and other industry participants, and the Company's ability to identify and develop market opportunities; the prices of the Company's solutions and of the solutions of the Company's competitors; the Company's reputation and ability to provide satisfactory customer support; the Company's research and development capabilities to provide innovative solutions; the Company's ability to attract and retain high-level talent; and the actions of the Company's competitors, including launches of new products and other actions that could change the competitive landscape. For example, in the market for inspection and monitoring of critical infrastructure, most competitors may in the future adapt to the Company's datadriven business model and/or introduce other disruptive solutions, challenging the Company's competitive position and value proposition, and large global corporations, which broader product offerings, could intensify their efforts in the market for the Company's subsidiary Simplifai AS' data processing and process automation services.
Intense competition could materially and adversely affect the Company's results, financial condition, cash flows and prospects.
Risk factors (2/7)
The Company has an ambitious growth strategy which it may fail to execute and/or manage
The Company has an ambition of establishing the Elop technology as an industry standard for inspection and monitoring of critical concrete based infrastructure, and to establish Simplifai AS as a leading global software vendor within intelligent business process automation. There is no assurance that the Company will be able to achieve these objectives, within the time-frames indicated in this Presentation or at all, or that the costs related thereto will not be higher, potentially substantially, than the levels currently expected by the Company. To effectively manage growth, the Company will be required to continue to expand its managerial, operational, sales, marketing, financial, product, user experience and technology and other resources, and incur, potentially substantial, expenditures in connection therewith.
Potential future acquisitions could be difficult to integrate, divert attention of key personnel, disrupt the Company's business, dilute shareholder value and impair operating results
The Company has in the past completed, and may continue to pursue, acquisitions in the future that the Company believes will complement its business, technologies or solutions. For example, the Company acquired Simplifai AS in January 2021. Any acquisition involves a number of risks, many of which could harm the Company's business, including: difficulties in integrating the operations, technologies, products, existing contracts, accounting and personnel of the target company; realizing the anticipated benefits or synergies of any acquisition; diversion of financial and management resources from existing operations; the price paid or other resources that devoted may exceed the value realized by the Company; assumption of unanticipated problems or latent liabilities, such as problems with the quality of the target company's products or technology; inability to generate sufficient revenue to offset acquisition costs; dilutive effect on the Company's shares as a result of any equity-based acquisitions. The failure to successfully evaluate and execute acquisitions or investments or otherwise adequately address these risks could materially harm the Company's business and financial results..
The Company will rely on third parties in connection with manufacturing and assembly, product development, distribution and other supply, and in-licensed technology
The Company will rely on third parties for a number of products and services. For example, and although the Company currently manufacture its ultrasonic scanner inhouse and plan to continue to manufacture inhouse critical components thereof, the Company expects to outsource large parts of the manufacturing of non-critical components and assembly thereof in the future. Further, the Company relies on components provided by third-parties, which in some circumstances are also under development and which can be provided by only a few suppliers, for example in respect of the crawler feature of the ultrasonic scanner, and in-licensed technology in the solutions provided by Simplifai AS.
Relying on third-parties presents a number of risks, including but not limited to: capacity shortages during periods of high demand; reduced control over delivery schedules, inventories and quality; misappropriation of intellectual property; dependency on suppliers' ability to develop and manufacture a product in which the Company depends on and suppliers' intellectual property not being challenged by others; the continued ability of the Company to in-license technology from others, to which no assurances can be made; and potential increases in prices.
In addition, the Company believes that its cooperation agreements with certain business partners are important. For example, the Company is party to a cooperation agreement with Dekra, which could potentially give the Company access to the global market in testing, inspection and certification for its rolling ultrasonic scanner and related services, as well as cooperation agreements with counterparties such as the Norwegian Public Roads Administration, in respect of the development of the Company's asset management system. The termination of any of these agreements, or any other material agreement to which the Company is party, could have a material adverse effect on the Company's business and prospects.
The Company may not be able to adequately protect its intellectual property rights
The Company's success depends in part upon its ability to protect its intellectual property. To accomplish this, the Company relies on a combination of intellectual property rights, including patents relating to its rolling ultrasonic scanner, and trade secrets, know-how and software code. The Company also have some patents pending in some jurisdictions. 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. In addition to registered patents, the Company also rely on, or will rely on, contractual protections with partners, customers, suppliers, distributors, employees and consultants, and security measures designed to protect the Company's trade secrets, know-how and software code. However, no assurance can be given that these contractual protections and security measures will not be breached, that the Company will have adequate remedies for any such breach or that partners, customers, suppliers, employees or consultants will not assert rights to intellectual property arising out of such contracts. Monitoring unauthorized use of intellectual property is difficult and costly.
Risk factors (3/7)
The Company may in the future from time to time face intellectual property infringement claims, which could be time consuming and costly to defend, and may require the Company to pay significant damages or cease offering any of its products or services or key features thereof
The Company cannot be certain that the products, services and intellectual property used in the ordinary course of its business do not or will not infringe valid patents, copyrights or other intellectual property rights held by third parties. The Company may in the future be subject to claims and legal proceedings relating to the intellectual property of others in the ordinary course of the Company's business, and may in the future be required to pay damages or to agree to restrict its activities. In particular, if the Company is found to have violated the intellectual property rights of others, the Company may be enjoined from using such intellectual property, may be ordered to pay damages and may incur licensing fees or be forced to develop alternatives. The Company may incur substantial expense in defending against third party infringement claims, regardless of their merit. Successful infringement claims against the Company may result in substantial monetary liability or may materially disrupt the conduct of its business by restricting or prohibiting the Company's use of the intellectual property in question.
Some of the Company's applications contain open source software, which may pose increased risk to the Company's proprietary software
The Company use open source software in some of its applications, and will use open source software in the future. The terms of many open source licenses to which the Company is subject could be construed in a manner that imposes unanticipated conditions or restrictions on the Company's ability to sell or distribute its applications. Additionally, the Company may from time to time face threats or claims from third parties claiming ownership of, or demanding release of, the alleged open source software or derivative works developed using such software, which could include the Company's proprietary source code, or otherwise seeking to enforce the terms of the applicable open source license. These threats or claims could result in litigation and could require the Company to make its source code freely available, purchase a costly license or cease offering the implicated applications unless and until the Company can re-engineer them to avoid infringement.
The Company could also face claims of intellectual property infringement, which could be timeconsuming, 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.
The Company business could be adversely affected by the departure of existing members of management and other key personnel
The Company's success depends, to a significant extent, on continued contributions of the Company's management and other key personnel. The loss of any member of the management team or key personnel could harm the Company's ability to develop and commercialize the Company's products and services and ability to implement its business strategy.
Competition for highly skilled IT personnel is intense and the Company may need to invest significant amounts of cash and equity to attract and retain employees and may not be able to realize returns on these investments
To maintain and grow the Company's business, the Company will need to identify, hire, develop, motivate and retain highly skilled employees. Identifying, recruiting, training, integrating and retaining qualified individuals requires significant time, expense and attention. If the Company is not able to recruit and retain employees effectively, its ability to achieve its strategic objectives will be adversely affected and its business and growth prospects will be harmed. Competition for highly skilled IT personnel is intense, particularly in the markets where the Company's business operations are located. The Company is currently recruiting in India and Ukraine. The Company may need to invest significant amounts of cash and equity to attract and retain new employees and may not be able to realize returns on these investments.
The Company expect to face counterparty risks relating to its customers
The Company's ability to generate revenues is highly dependent on the Company's ability to establish a solid long-lasting customer base. The customer base of Simplifai AS currently mainly consists of a few large potential customers, and the Company is yet to roll out its commercial offering for its Elop technology. Failure to meet the Company's customers' quality requirements and expectations may have an adverse impact on customer retention and may also result in missed opportunities to grow and stay ahead of its competition. The Company cannot give any assurances that it will be able to enter into contracts with additional customers at favourable terms, in accordance with its strategies or at all.
Any customer contract may also include rights for the customer to terminate for cause, change of control and convenience at or after specified times. The Company may suffer loss of contracts as a result of such events, termination, or inability to maintain and renew contracts. Should this for any reason occur without the Company being able to replace lost contracts or the contracts are replaced by contracts with less favorable terms for the Company, it may restrict the Company's ability to grow and implement its strategies as well as result in reduced revenues from operations or even losses.
Risk factors (4/7)
Further, the Company is and will be exposed to third party credit risk in several instances, including customers who have committed to buy products and services. Any failure in the ability or willingness of a counterparty to fulfil its contractual obligations towards the Company may have a significant adverse effect on the Company's business, financial condition, results of operations and/or prospects.
The business of the Company is negatively affected by, and may continue to be negatively affected by, the COVID-19 outbreak
The corona virus (COVID-19) outbreak has negatively affected, and may continue to negatively affect, the overall performance of the Company, including the Company's ability to develop, demonstrate and market its products and services, including by physical sales demonstrations and especially in the Indian market, and thereby to implement its business plan. Should the COVID-19 pandemic cause a new close-down of society, this may negatively affect the Company's business and result in delays, additional costs and liabilities, which in turn could have a material adverse effect on the Company's results, financial condition, cash flows and prospects.
Any failure in the Company's information technology systems could have an adverse impact on its operations
The Company relies on IT systems and is exposed to the risk of failure or inadequacy in these systems, related processes and/or interfaces, and the Company's software is complex and may contain undetected errors. The Company's ability to conduct business may be adversely impacted by a disruption in the infrastructure that supports the business of the Company. Any failure, inadequacy, interruption or security failure of those systems, or the failure to seamlessly maintain, upgrade or introduce new systems, could harm the Company's ability to effectively operate its business and increase its expenses and harm its reputation. These risks may in turn have a material adverse effect on the Company's business, financial condition, results of operations and/or prospects.
The Company may be subject to significant expenses and damages because of liability claims
The implementation of the Company's products and services, particularly in the areas of inspection and monitoring of critical infrastructure, may entail the risk of product liability claims. The Company expect that its agreements with customers generally will contain provisions designed to limit the Company's exposure to potential product liability claims. It is possible, however, that the limitation of liability provisions in such agreements may not be effective as a result of laws or unfavorable judicial decisions. A substantial product liability claim against the Company could harm the Company's business, financial conditions, operating results and/or prospects.
The Company is exposed to the risk of cyber crime
Due to its reliance on digital solutions and interfaces, the Company is exposed to the risk of cyber crime in the form of, for example, Trojan attacks, phishing and denial of service attacks. The nature of cyber crime is continually evolving. The Company relies in part on commercially available systems, software, tools and monitoring to provide security for processing, transmission and storage of confidential information. Despite the security measures in place, the Company's facilities and systems, and those of its third party service providers, may be vulnerable to cyber-attacks, security breaches, acts of vandalism, computer viruses, misplaced or lost data, programming or human errors which exposes the Company to cyber crime and/or other similar events.
The Company may not be adequately insured
The Company may not be able to maintain adequate insurance in the future at rates the Company's management considers reasonable or be able to obtain insurance against certain risks. Moreover, the Company's insurance coverage is subject to certain significant deductibles and levels of selfinsurance, does not cover all types of losses and, in some situations, may not provide full coverage for losses or liabilities resulting from the Company's operations. In addition, the Company may experience increased costs related to insurance. Insurers may not continue to offer the type and level of coverage that the Company currently maintains, and its costs may increase substantially as a result of increased premiums, potentially to the point where coverage is not available on economically manageable terms. Should liability limits be increased via legislative or regulatory action, it is possible that the Company may not be able to insure certain activities to a desirable level. If liability limits are increased and/or the insurance market becomes more restricted, the Company's business, financial condition and results of operations could be materially adversely affected.
Risk factors (5/7)
The Company plans to operate globally in markets where it has limited operating experience, which may subject the Company to increased business, economic and regulatory risks
The Company plans operate globally and to enter new markets where it has limited or no experience in marketing, selling and deploying products and services. If the Company fail to deploy or manage the Company's operations in international markets successfully, its business may suffer. International operations are subject to a variety of risks, including: political, social and economic instability; risks related to the legal and regulatory environment in foreign jurisdictions, including with respect to privacy, localization and content laws as well as unexpected changes in laws, regulatory requirements and enforcement due to the wide discretion given local lawmakers and regulators regarding the enactment, interpretation and implementation of local regulations; fluctuations in currency exchange rates; higher levels of credit risk; higher corruption risk; complying with multiple tax jurisdictions; complying with a variety of foreign laws, including certain employment laws; difficulties in staffing and managing global operations and the increased travel, infrastructure and compliance costs associated with multiple international locations; import and export restrictions and changes in trade regulation; complying with export controls and economic sanctions administered by the relevant local authorities, including in the European Union. If the Company is unable to expand internationally and manage the complexity of the Company's global operations successfully, the Company's business could be seriously harmed.
RISKS RELATED TO THE SHARES
The price of the Shares may fluctuate significantly
The trading volume and price of the Shares could fluctuate significantly in response to a number of factors beyond the Company's control, including quarterly variations in operating results, adverse business developments, changes in financial estimates and investment recommendations or ratings by securities analysts, significant contracts, acquisitions or strategic relationships, publicity about the Company, its products and services or its competitors, lawsuits against the Company, unforeseen liabilities, changes to the regulatory environment in which it operates or general market conditions. This volatility has had a significant impact on the market price of securities issued by many companies. Those changes may occur without regard to the operating performance of these companies. The price of the Shares may therefore fluctuate due to factors that have little or nothing to do with the Company, and such fluctuations may materially affect the price of the Shares. Further, major sales of shares by major shareholders could also negatively affect the market price of the Shares.
Future issuances of Shares or other securities could dilute the holdings of shareholders and could materially affect the price of the Shares
The Company may in the future decide to offer and issue new Shares or other securities in order to finance new capital intensive projects, in connection with unanticipated liabilities or expenses, share option programs or for any other purposes. As of the date hereof, the Company has in total 6,700,000 outstanding options and warrants, each giving the right to subscribe for one ordinary share in the Company, of which 3,100,000 are vested per 30 June 2021.
Depending on the structure of any future offering, certain existing shareholders may not have the ability to purchase additional equity securities. An issuance of additional equity securities or securities with rights to convert into equity could reduce the market price of the Shares and would dilute the economic and voting rights of the existing shareholders if made without granting subscription rights to existing shareholders. Accordingly, the Company's shareholders bear the risk of any future offerings reducing the market price of the Shares and/or diluting their shareholdings in the Company.
RISKS RELATED TO LAWS AND REGULATIONS
The Company is exposed to very stringent rules relating to data protection and privacy
The Company processes personal information, in particular in conjunction with its unstructured data processing and process automation business carried out through Simplifai AS but may also in the future process personal data in respect of its assets management and monitoring, and structural health system, business. Further, the Company receives, transfers and stores data from its customers which may contain personal data in unstructured form, including sensitive personal data.
Risk factors (6/7)
This makes the Company exposed to data protection and data privacy laws and regulations, which all impose stringent data protection requirements and provide high possible penalties for non-compliance, in particular relating to storing, sharing, transfer, use, disclosure and protection of personal information. Any failure to comply with data protection and data privacy policies, privacy-related obligations to customers or third parties, privacy-related legal obligations, or any compromise of security that results in unauthorised disclosure or release, transfer or use of personally identifiable information or other customer data, may result in governmental enforcement, fines, litigation or public statements against the Company. Any such failure could cause the users of the Company's services to lose trust in the Company. If third parties violate applicable laws or the Company's policies, such violations may also put users of the Company's services at risk and could in turn have an adverse effect on the Company's business. Any significant change to applicable laws, regulations or industry practices regarding the collection, use, retention, security or disclosure of users' personal data, or regarding the manner in which the express or implied consent of users for the collection, use, retention or disclosure of such personal data is obtained, could increase the Company's costs and require the Company to modify its services and features, possibly in a material manner, which the Company may be unable to complete and may limit its ability to store and process user data or develop new services and features.
The monitoring of critical infrastructure by use of AI may become subject to new regulatory initiatives and the monitoring of critical infrastructure could generally, in different jurisdictions, be subject to regulatory requirements and enforcement with wide discretion to local lawmakers and regulators because of the security concerns associated with such infrastructure
Any failure in systems that monitor critical infrastructure may cause, among other things, serious personal injury or loss of life, severe damage to or destruction of property, pollution or environmental damage and suspension of operations. Because of these risks, the Company generally expects that regulatory requirements and enforcement, in various jurisdictions, could entail requirements and enforcement with wide discretion to local lawmakers and regulators, which could be difficult of expensive for the Company to adapt to. Further, the Company expects that the use of AI in the monitoring of critical infrastructure may become subject to new regulatory initiatives. For example, there is currently a European Commission proposal in the EU for harmonized rules of artificial intelligence, which potentially could encompass the some of the Company's products. Any such new regulation could increase the Company's costs and require the Company to modify its services and features of its products, possibly in a material manner, which the Company may be unable to complete.
The Company may in the future be involved from time to time in litigation and disputes
The Company may from time to time be involved in litigation and disputes. For example, in August 2021, the Company settled a dispute with Semcon regarding the understanding and execution of certain development and delivery obligations by Semcon. As settlement, it was agreed that the Company should pay Semcon NOK 3.8 million ex. VAT for services provided by Semcon (of which NOK 1.9 million was paid to Semcon in August 2021 and the remaining to be paid in October 2021). The operating hazards inherent in the Company's business may expose the Company to, among other things, litigation, including personal injury litigation, intellectual property litigation, contractual litigation, tax or securities litigation, as well as other litigation, disputes and claims, including regulatory action, that arises in the ordinary course of business. Such litigation and disputes are subject to uncertainty, and their outcomes are often difficult to predict. Adverse judgment in litigation or outcome of other dispute could result in, among other things, the payment of fines, damages or other amounts, the invalidation of contracts, restrictions or limitations on the Company's operations, any of which could have a material adverse effect on the Company's business, financial condition, results of operation and/or prospects.
Risk factors (7/7)
RISKS RELATED TO FINANCING
The Company may require additional capital in the future in order to execute its growth strategy or for other purposes, which may not be available on favorable terms or at all
The Company's business and future plans are capital intensive and the Company may need to raise additional funds through public or private debt or equity financing to execute the Company's growth strategy and to fund capital expenditures. Adequate sources of capital funding might not be available when needed or may only be available on unfavorable terms. If funding is insufficient at any time in the future, the Company may be unable to, inter alia, fund acquisitions, take advantage of business opportunities or respond to competitive pressures, any of which could adversely impact the Company's financial condition and results of operations.
Any future debt arrangements could limit the Company's liquidity and flexibility
Any future debt arrangements could limit the Company's liquidity and flexibility in obtaining additional financing and/or in pursuing other business opportunities. Further, the Company's future ability to obtain bank financing or to access the capital markets for any future debt or equity offerings may be limited by the Company's financial condition at the time of such financing or offering, as well as by adverse market conditions related to, for example, general economic conditions and contingencies and uncertainties that are beyond the Company's control. Failure by the Company to obtain funds for future capital expenditures could impact the Company's results, financial condition, cash flows and prospects.
The Company is subject to terms and conditions relating to public subsidies/soft funding
Part of the Company's historical, current and in the future expected funding originates from public subsidies, such as loans and other financial support from Skattefunn and Innovation Norway. Such funding is conditioned upon the Company's compliance with certain terms and conditions set out by the contributor. Any non-compliance with such requirements may result in claims of repayment from the contributor, which in turn could negatively impact the Company's financial condition and results of operations. Further, there is no assurance as to whether, or to which extent, the Company will receive public subsidies/soft funding as part of its future financing.
The Company may be unable to service its indebtedness or to comply with terms and conditions in any debt financing agreements
Current and future loan agreements entered into by the Company may contain change of control clauses. Any breach of such clauses may, for example, lead to termination of the Company's loans and to claims of early repayment of outstanding amounts being directed towards the Company, which in turn could negatively impact the Company's liquidity and financial condition.