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Nordic Financials ASA — Interim / Quarterly Report 2016
Feb 28, 2017
3521_rns_2017-02-28_2317087e-3950-4627-8f57-2cd6a2aa0763.pdf
Interim / Quarterly Report
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Aega ASA Q4 REPORT – 2016
Contents
| About Aega ASA | 3 | |
|---|---|---|
| Q4 in short | 3 | |
| Highlights from the reporting period | 3 | |
| Financial review | 4 | |
| Explanation of the accounting structure of the consolidated interim report | 5 | |
| Aega Portfolio as of Q4 2016 | 6 | |
| Financials | 7 | |
| Profit and loss | 7 | |
| Balance sheet | 8 | |
| Cash flow | 9 | |
| Change in equity | 10 | |
| Note 1: | Summary of significant accounting policies | 11 |
| Note 2: | Operational cost breakdown | 11 |
| Note 3: | Property plant and equipment | 11 |
| Note 4: | Group structure | 12 |
| Note 5: | Cash and cash equivalents | 12 |
| Note 6: | Power production | 12 |
| Note 7: | Related party transactions | 13 |
| Note 8: | Trade receivables and other current assets | 13 |
| Note 9: | Financing overview | 13 |
| Note 10: Shares and shareholder information | 14 | |
| Note 11: Tax issues | 14 | |
| Note 12: Subsequent events | 14 | |
| Investor contact | 15 |
About Aega ASA
Aega ASA is a solar utility company listed on Oslo Axess. Aega ASA acquires and operates solar power plants, benefitting from government solar incentives – so called Feed-in-Tariffs. The company currently owns a portfolio of six solar parks located in Italy, with a combined production capacity of 6MWp. Aega ASA mainly invests in small operating solar parks (below 5MWp capacity), meeting the company's strict investment criteria. The company aims to reach a target of 20MWp before the end of 2017, considering the current favourable conditions for the secondary market in Italy. The headquarters are in Oslo (NO) and Trento (IT).
Q4 IN SHORT
- Production output was 6.7 per cent over budget in Q4 and 4.7 per cent over budget in the full year 2016. OPEX in line with previous quarters.
- At the end of the fourth quarter the company had a pipeline of 12.4MWp
- Aega ASA initiated a share offering, that raised approximately EUR 1.7m
- FY 2016 was affected by approx. EUR 1.2m in non-recurring cost mainly related to listing of Aega Yieldco and M&A costs.
HIGHLIGHTS FROM THE REPORTING PERIOD
Operations
Production was 4.7 per cent above the seasonally adjusted base case production as of 31 December 2016, due to (i) higher irradiation, (ii) close performance monitoring and (iii) the effect of the company's optimization measures. Revenues were 2.4 per cent higher than budget, due to higher production than base case.
Normal operations during the quarter, and uptime was close to 100 per cent. The solar parks were unaffected of the nearby earthquakes and adverse weather.
Corporate events
On 28 December 2016, Aega paid NOK 0.03 per share.
In December, the company closed a private placement of ca EUR 1.7m in new share capital. This was facilitated by Sparebank 1 Markets and Pioner Kapital. The new available funds will be used for additional solar park acquisitions.
Outlook
Aega ASA's ambition is to reach a production capacity of 20MWp within the end of 2017. The 20MWp target will be the company's next milestone in its growth plan.
The management team has worked extensively with screening and evaluation of new investment opportunities. Potential investments that meet the company's investment criteria are abundant, and the management team has now identified new investments with a total production capacity of 12.4MWp where attractive terms are agreed, and preliminary technical and legal screening have been performed. The company does not see investment opportunities as a limiting factor to the company's growth plans.
Key figures
| Unaudited | Unaudited | |
|---|---|---|
| (EUR 000') | Q4 2016 | Q4 2015 |
| Electricity production (MWh) | 1 327 | 996 |
| Total revenues | 498 | 299 |
| Cost operations 1 | (134) | (32) |
| Operating profit | 364 | 267 |
| Other costs Italy | (38) | (30) |
| Management fee | (61) | (69) |
| EBITDA Operations | 264 | 168 |
| HQ cost and adm. cost | (91) | 49 |
| Non recurring | 25 | (411) |
| EBITDA | 198 | (194) |
| Net profit | (59) | (585) |
| Quarterly yield solar parks 2 | 1.77% | 1.29% |
| Total Assets | 18 686 | 16 467 |
| Equity (%) | 33% | 28% |
| Net interest bearing debt | 10 223 | 9 435 |
| Earnings per share (EUR) 3 | 0.01 | (0.08) |
|---|---|---|
| Stock price end of quarter (NOK) | 3.05 | NA |
| Distribution to shareholders in the quarter (NOK) | 0.030 | 0.31 |
| Quarterly distributed yield | 0.98% | NA |
1 = In the fourth quarter Aega has paid extra O&M cost due to transition to a new operator
2 = EBITDA Operations / Power plant and equipment
3 = Total comprehensive income/ Average number of shares
FINANCIAL REVIEW
On 20 January 2016, Aega ASA (former Nordic Financials ASA) acquired Aega Yieldco AS in a reverse takeover transaction. For accounting purposes Aega Yieldco AS has been identified as the acquiring party. Therefore, comparison figures are from Aega Yieldco AS's business in Q4 2015. It should be noted that the Aega group in Q4 2015 only had revenues from five solar power parks, while in Q4 2016 the company owns and operates six solar power parks. This means that comparing financial figures quarter to quarter provides limited information on financial performance.
Total revenues in Q4 2016 were EUR 498k compared to EUR 299k in the same period last year. The total power production was 1 327MWh, which is 6.7 per cent higher than the seasonally adjusted base case production of 1 244MWh.
Cost of operations in Q4 2016 were EUR 134k compared to EUR 32k in the same period last year. In the fourth quarter Aega has paid extra O&M cost due to transition to a new operator. Going forward the company aims to have a cost of operations of roughly EUR 75k a quarter assuming 6MWp. The company's non-recurring costs/income where positive EUR 25k due to that the company was listed in the Norwegian VAT register. Therefore, reversal of previously expensed VAT had effect in Q4.
Net financial income was negative EUR 154k in Q4 2016, compared to negative EUR 141k in Q4 2015. Pre-tax profit was negative EUR 84k in Q4 2016 and the tax gain was EUR 26k, resulting in a net loss of EUR 59k in the quarter compared to a loss of EUR 585k in Q4 2015.
Earnings per share (EPS) was EUR 0.01 in Q4 2016, compared to a loss of EUR 0.08 per share in the same period last year.
The assets on the balance sheet consist of the portfolio of six individual solar parks in Italy, one remaining financial investments and cash bank deposits. The solar parks are financed with bank loans or leasing finance, where the assets of the parks are registered as security. The parks are held in separate single purpose companies, and each company has a separate loan financing (ring fenced).
The company had cash and short term deposits of EUR 688k at the end of Q4 2016 compared to EUR 1 387k one year earlier.
Comments on remaining financial investments
The company holds shares in the listed company Wilson ASA. In accordance with the Norwegian Public Companies Act, requiring a majority owner with more than 90 per cent holding to make a compulsory offer to buy the remaining shares, the company has required the majority owner of Wilson ASA to buy the remaining shares. Court proceedings to determine fair value of the shares were held in April 2016 and the court's ruling concluded on a fair value of NOK 10.60 per share, and that Aega ASA shall bear its own and the other party's costs in connection with the proceedings. Aega ASA has appealed the ruling. The appeal has been set for the 7 and 8 of March. The company is of the opinion that the fair value should be around NOK 22–23 per share, consistent with Wilson ASA's booked equity. In the accounts, Aega ASA is using a valuation of NOK 10.60 per share and has made a provision for the other party's costs according to the appealed ruling.
EXPLANATION OF THE ACCOUNTING STRUCTURE OF THE CONSOLIDATED INTERIM REPORT
| Company: | 2015–01 2015–02 2015–03 2015–04 2015–05 2015–06 2015–07 2015–08 2015–09 2015–10 2015–11 2015–12 2016–1 2016–2 2016–3 2016–4 2016–5 2016–6 2016–7 2016–8 2016–9 2016–10 2016–11 2016–12 | |
|---|---|---|
| AEGA Energy Prima AS | Founded 28.4.2014 | |
| Photo-Volt One Srl Purchased 14.8.14 |
||
| DT Srl | Consolidated from 1.4.15 | |
| AEGA Yieldco AS | Consolidated from 1.11.15 | |
| AEGA Energy Seconda AS | Consolidated from 1.11.15 | |
| Collesanto Srl | Consolidated from 1.11.15 | |
| AEGA Energy Terza AS | Consolidated from 1.11.15 | |
| JER-12 Srl | Consolidated from 1.11.15 | |
| AEGA ASA (NOFIN) | Consolidated from 20.1.16 | |
| Piano Molino Srl | Consolidated from 1.7.16 |
Coloured marking signals that the company accounts is included in the group-consolidated accounts.
As illustrated in the timeline above the Q4 report is based on Aega Energy Prima AS being identified as the acquirer of first Aega Yieldco AS and then Aega Yieldco AS as the acquirer of Nordic Financials ASA. This assessment is based on a substance over form consideration. The main argument for having Aega Energy Prima AS and later Aega Yieldco AS as the acquirer is that the shareholders in the acquired company actually gain a material stake in the acquiring company, and the business of the acquired company is the one that prevails. In addition Aega Energy Prima AS has the longest history in the segment of the "new" Aega ASA.
Aega Energy Prima AS was established 28 April 2014 and bought the first solar power park in August 2014, Photo-Volt One Srl. At the end of Q1 2015 it bought the second park DT Srl. In November 2015, Aega Yieldco AS purchased Aega Prima Energy AS, Aega Seconda Energy AS and Aega Terza Energy AS, with consideration in shares, for accounting purposes. In January 2016 Aega Yieldco AS was purchased by Nordic Financials ASA with consideration in shares (now Aega ASA). The transaction was considered a reverse takeover for accounting purposes.
AEGA PORTFOLIO AS OF Q4 2016
Photo-Volt One Srl
| Plant Name: | Montalto |
|---|---|
| Company: | Photo-Volt One Srl |
| Municipality: | Montalto di Castro |
| Council: | Lazio |
| Power (kWp): | 997.5 |
| Connection date: | 12 August 2011 |
| Type | Ground mounted |
| Feed-in tariff (€/KWh): 0.242 |
DT Srl
| Plant Name: | DT |
|---|---|
| Company: | DT Srl |
| Municipality: | Terni |
| Council: | Umbria |
| Power (kWp): | 995.22 |
| Connection date: | 8 April 2011 |
| Type | Ground mounted |
| Feed-in tariff (€/KWh): 0.318 |
Collesanto Srl
| Plant Name: | Porchiano |
|---|---|
| Company: | Collesanto Srl |
| Municipality: | Amelia |
| Council: | Umbria |
| Power (kWp): | 997.6 |
| Connection date: | 29 April 2011 |
| Type | Ground mounted |
| Feed-in tariff (€/KWh): 0.318 |
Collesanto Srl
| Plant Name: | Collesanto Narni |
|---|---|
| Company: | Collesanto Srl |
| Municipality: | Narni |
| Council: | Umbria |
| Power (kWp): | 990 |
| Connection date: | 11 January 2011 |
| Type | Ground mounted |
| Feed-in tariff (€/KWh): 0.318 | |
JER-12 Srl
| Plant Name: | Magnacavallo |
|---|---|
| Company: | Jer-12 Srl |
| Municipality: | Magnacavallo |
| Council: | Lombardia |
| Power (kWp): | 992.64 |
| Connection date: | 28 June 2012 |
| Type | Ground mounted |
| Feed-in tariff (€/KWh): 0.167 | |
Piano Mulino Srl
| Plant Name: | Piano Mulino |
|---|---|
| Company: | Piano Mulino Srl |
| Municipality: | Casoli |
| Council: | Abruzzo |
| Power (kWp): | 999.58 |
| Connection date: | 30 December 2009 |
| Type | Ground mounted |
| Feed-in tariff (€/KWh): 0.292 |
Financials
Profit and loss
| Unaudited | Unaudited | Unaudited | Unaudited | ||
|---|---|---|---|---|---|
| (EUR) | Note | Q4 2016 | Q4 2015 | 2016 | 2015 |
| Feed-In Tariff revenue | 1, 6 | 366 447 | 259 977 | 2 030 159 | 799 831 |
| Sales of electricity | 1, 6 | 60 910 | 36 969 | 294 062 | 140 314 |
| Other revenue | 70 444 | 2 049 | 81 971 | 2 049 | |
| Revenues | 1, 6 | 497 801 | 298 995 | 2 406 192 | 942 194 |
| Cost of operations | 2 | (133 999) | (31 858) | (316 257) | (90 146) |
| Sales, general and administration expenses | 2, 7 | (190 802) | (49 998) | (1 114 276) | (172 745) |
| Acquisition and transaction costs | 2 | 25 075 | (410 955) | (1 196 872) | (431 653) |
| EBITDA | 198 075 | (193 816) | (221 213) | 247 650 | |
| Depreciation, amortizations and write downs | 3 | (296 134) | (197 567) | (998 427) | (373 613) |
| Other Operating profit before OGL (EBIT) | (98 059) | (391 383) | (1 219 640) | (125 963) | |
| Finance income | - | 17 690 | 2 294 | 17 692 | |
| Finance costs | 9 | (154 374) | (159 129) | (560 502) | (262 750) |
| Mark to market adjustment derivatives | 9 | 132 314 | 1 035 | 46 079 | 24 839 |
| Net foreign exchange gain/(losses) | 35 642 | 106 653 | (71 825) | 165 836 | |
| Profit before income tax | (84 477) | (425 134) | (1 803 594) | (180 346) | |
| Income tax gain/(expense) | 25 693 | (160 292) | 41 174 | (180 469) | |
| Profit/(loss) for the period | (58 784) | (585 426) | (1 762 421) | (360 816) | |
| Other comprehensive income | |||||
| Currency translation differences | 484 346 | 358 499 | (226 129) | 242 289 | |
| Other comprehensive income net of tax | 484 346 | 358 499 | (226 129) | 242 289 | |
| Total comprehensive income | 425 562 | (226 926) | (1 988 550) | (118 526) | |
| Profit for the period attributable to: | |||||
| Equity holders of the parent company | (58 784) | (585 426) | (1 762 421) | (360 816) | |
| Total comprehensive income attributable to: | |||||
| Equity holders of the parent company | 425 562 | (226 926) | (1 988 550) | (118 526) | |
| Earnings per share | 0.01 | (0.076) | (0.06) | (0.086) | |
| Avg. no of shares | 10 | 35 890 957 | 2 978 193 | 31 078 951 | 1 382 798 |
Balance sheet
| Unaudited | Unaudited | ||
|---|---|---|---|
| (EUR) | Note | 31 Dec 2016 | 31 Dec 2015 |
| ASSETS | |||
| Property, plant and equipment | 3 | 14 894 551 | 13 017 982 |
| Intangibles and DTA | 11 | 384 059 | 539 848 |
| Other long term assets | - | - | |
| Non-current assets | 15 278 610 | 13 557 831 | |
| Receivables | 8 | 1 033 002 | 627 660 |
| Other current assets | 8 | 1 686 519 | 893 532 |
| Cash and short term deposits | 5 | 688 104 | 1 387 494 |
| Current assets | 3 407 625 | 2 908 685 | |
| TOTAL ASSETS | 18 686 234 | 16 466 516 | |
| EQUITY AND LIABILITIES | |||
| Share capital | 10 | 3 823 384 | 60 442 |
| Share premium | 10 | 6 879 843 | 5 090 574 |
| Other paid in equity | 49 211 | (260 655) | |
| Paid in capital | 10 752 438 | 4 890 361 | |
| Accumulated profit & loss | (4 599 784) | (451 201) | |
| Other equity | - | - | |
| Foreign Currency translation reserve | 16 160 | 242 289 | |
| Other equity | (4 583 624) | (208 911) | |
| Total equity | 6 168 815 | 4 681 449 | |
| Long term loans | 9 | 3 028 157 | 3 185 958 |
| Leasing | 9 | 7 195 140 | 6 249 475 |
| Other long term debt | 9 | - | - |
| Total non-current liabilities | 10 223 297 | 9 435 433 | |
| Trade payables and other payables | 581 148 | 786 024 | |
| Short term financing - interest bearing | 941 499 | 772 214 | |
| Derivative financial instruments | 771 477 | 791 395 | |
| Other current liabilities | - | - | |
| Total current liabilities | 2 294 123 | 2 349 634 | |
| Total liabilities | 12 517 421 | 11 785 066 | |
| TOTAL EQUITY AND LIABILITIES | 18 686 235 | 16 466 516 |
Cash flow
| Unaudited | Unaudited | |
|---|---|---|
| (EUR) Note |
Q4 2016 | Q4 2015 |
| Ordinary profit before tax | (84 477) | (426 169) |
| Paid income taxes | - | - |
| Depreciation 3 |
296 134 | 197 567 |
| Write down | - | - |
| Changes in trade receivables and trade payable | 168 186 | 47 630 |
| Changes in other accruals | (366 172) | 399 474 |
| Cash flow from operations | 13 671 | 218 502 |
| Acquisition of subsidiary, net of cash acquired | - | 1 125 578 |
| Cash flow from investments | - | 1 125 578 |
| Proceeds from issue of share capital | - | - |
| Dividends or shareholder distributions | (118 500) | (141 581) |
| Proceeds from new loans | - | - |
| Repayment of loans | (221 115) | (99 934) |
| Cash flow from financing | (339 615) | (241 516) |
| Cash at beginning of period | 1 014 049 | 284 930 |
| Net currency translation effect | - | - |
| Net increase/(decrease) in cash and cash equivalents | (325 945) | 1 102 565 |
| 5 Cash at end of period |
688 104 | 1 387 495 |
Change in equity
| Foreign | ||||||
|---|---|---|---|---|---|---|
| (EUR) | Share capital |
Share premium fund |
Other paid in equity |
Other equity |
Currency translation reserve |
Total equity |
| Equity as at 31 December 2014 | 977 768 | - | 139 822 | (23 494) | - | 1 094 096 |
| Dividends or distribution to shareholders | (152 317) | (155 884) | (308 201) | |||
| Merger Aega Yieldco | (923 051) | 4 726 544 | (244 593) | (66 891) | 3 492 009 | |
| Share issue 16-Dec-15 | 5 725 | 516 347 | 522 071 | |||
| Profit (loss) After tax | (385 655) | (385 655) | ||||
| Other comprehensive income | 24 839 | 242 289 | 267 128 | |||
| Policy changes and other | - | |||||
| Equity as at 31 December 2015 | 60 442 | 5 090 574 | (260 655) | (451 201) | 242 289 | 4 681 449 |
| Foreign Currency translation |
||||||
|---|---|---|---|---|---|---|
| Share premium | Other paid in | reserve and | ||||
| (EUR) | Share capital | fund | equity | Other equity | derivates | Total equity |
| Equity as at 31 December 2015 | 60 442 | 5 090 574 | (260 655) | (451 201) | 242 289 | 4 681 449 |
| Acqusition NOFIN, inc. Increase denomination | 2 845 745 | 251 619 | 309 866 | (2 475 061) | 932 169 | |
| Dividends or distribution to shareholders | (296 743) | (119 302) | (416 045) | |||
| Capital increase 30.5.2016 | 917 197 | 1 834 393 | 2 751 590 | |||
| Profit (loss) After tax | (1 762 421) | (1 762 421) | ||||
| Other comprehensive income | 46 079 | (226 129) | (180 050) | |||
| Policy changes and other | 162 121 | 162 121 | ||||
| Equity as at 31 December 2016 | 3 823 384 | 6 879 843 | 49 211 | (4 599 785) | 16 160 | 6 168 813 |
Note 1: Summary of significant accounting policies
Aega ASA is a public limited company, incorporated and domiciled in Norway. The registered office of Aega ASA is Munkedamsveien 35, NO-0250 Oslo, Norway. Aega Energy Prima AS was the first company in the group, and was founded on 28 April 2014. Aega ASA owns and operates 6 photovoltaic power plants in Italy, and has as its business to invest in photovoltaic power plants in Italy.
Basis for preparation of the interim financial statement
These condensed interim consolidated financial statements are prepared in accordance with recognition, measurement and presentation principles consistent with International Financing Reporting Standards as adopted by the European Union ("IFRS") for interim reporting under International Accounting Standard ("IAS") 34 Interim Financial Reporting. These condensed interim consolidated financial statements are unaudited.
Aega Energy Prima AS was established 28 April 2014 and bought the first solar power park in August 2014, Photo-Volt One Srl. In the end of Q1 2015 it bought the second park DT Srl. In November 2015, Aega Yieldco AS purchased Aega Prima Energy AS, Aega Seconda Energy AS and Aega Terza Energy AS, with consideration in shares, for accounting purposes. In January 2016 Aega Yieldco AS was purchased by Nordic Financials ASA with consideration in shares (now Aega ASA), the transaction was considered a reverse takeover for accounting purposes.
The group's presentation currency is the Euro (EUR) and the parent company's functional currency is the Norwegian Krone (NOK). Balance sheet items in the group companies with a functional currency other than EUR are converted to EUR by applying the currency rate applicable on the balance sheet date. Currency translation differences are booked against other comprehensive income. Income statement items are converted by applying the average currency rate for the period. The interim financial report is prepared under the assumption of going concern.
We refer to the Q1 report for a full overview of the accounting principles applied by Aega ASA.
Key risk factors
(EUR)
There has not been any significant change in the risk exposures or the risks and uncertainties described in the Q1 report.
Note 3: Property plant and equipment
| Q4 2015 | Photo-Volt One S.r.l | DT S.r.l | Collesanto S.r.l | Jer-12 S.r.l | Other | Total | |
|---|---|---|---|---|---|---|---|
| Power plant 31 Dec 2015 | 1 978 224 | - | 2 037 956 | 4 016 180 | |||
| Additions | - | 2 592 036 | 5 368 692 | 1 414 688 | - | 9 375 416 | |
| Depreciation | (123 695) | (123 892) | (56 396) | (38 361) | (31 269) | (373 613) | |
| Value at 31 December 2015 | 1 854 529 | 2 468 144 | 5 312 296 | 1 376 327 | 2 006 687 | 13 017 983 | |
| (EUR) | |||||||
| Q4 2016 | Photo-Volt One S.r.l | DT S.r.l | Collesanto S.r.l | JER-12 S.r.l | Piano Mulino S.r.l | Other | Total |
| Power plant 31 Dec 2015 | 1 854 705 | 2 468 143 | 5 310 992 | 1 410 118 | - | 2 018 476 | 13 062 434 |
| Additions | - | - | - | - | 2 524 003 | 306 541 | 2 830 544 |
| Depreciation | (123 568) | (165 190) | (337 073) | (118 817) | (115 150) | (138 629) | (998 427) |
| Value at 31 December 2016 | 1 731 137 | 2 302 954 | 4 973 919 | 1 291 301 | 2 408 853 | 2 186 388 | 14 894 551 |
1 Land rights have been reclassified from intangibles to PPE
Power plants are depreciated over the feed-in tariff period of 20 years.
Note 2: Operational cost breakdown
| AEGA | AEGA | |
|---|---|---|
| (EUR) | 2016 | 2015 |
| Revenues | 2 406 192 | 942 194 |
| Cost of operations | (316 257) | (90 146) |
| Land rent | (7 000) | (7 000) |
| Insurance | (54 380) | (24 507) |
| Operation & Maintenance | (159 709) | (45 653) |
| Other operations costs | (95 168) | (12 986) |
| Sales, General & Administration | (1 114 276) | (172 745) |
| Commercial management | - | - |
| Accounting, audit & legal fees | (101 994) | (51 275) |
| IMU tax | (16 847) | (29 434) |
| AEGA Solar management fee | (466 463) | (110 606) |
| Other administrative costs | (528 971) | 18 570 |
| Acquisition & financing cost | (1 196 872) | (431 653) |
| Acquisition transaction costs | (724 419) | (195 859) |
| Funding & IPO costs | (355 022) | (9 097) |
| Other non-recurring items | (117 431) | (226 697) |
| EBITDA | (221 213) | 247 650 |
Note 4: Group structure
Note 5: Cash and cash equivalents
| (EUR) | Q4 2016 | Q4 2015 |
|---|---|---|
| Cash Norway | 63 457 | 630 011 |
| Cash Italy | 524 647 | 657 483 |
| Restricted cash Italy | 100 000 | 100 000 |
| Total cash | 688 104 | 1 387 494 |
Note 6: Power production
| Power production kWh | Q4 2016 | Q3 2016 | Q2 2016 | Q1 2016 | FY 2016 | Q1 2015 | Q2 2015 | Q3 2015 | Q4 2015 | FY 2015 |
|---|---|---|---|---|---|---|---|---|---|---|
| Photo-Volt One S.r.l | 225 487 | 439 642 | 451 772 | 253 638 | 1 370 539 | 229 809 | 406 535 | 448 461 | 213 074 | 1 297 879 |
| DT S.r.l | 225 839 | 449 667 | 408 051 | 245 328 | 1 328 885 | - | 429 523 | 442 588 | 219 652 | 1 091 763 |
| Collesanto S.r.l | 489 379 | 944 590 | 864 215 | 508 619 | 2 806 803 | - | - | - | 477 666 | 477 666 |
| JER-12 S.r.l | 165 305 | 464 002 | 437 307 | 243 325 | 1 309 938 | - | - | - | 85 995 | 85 995 |
| Piano Mulino S.r.l | 221 388 | 431 711 | - | - | 653 099 | - | - | - | - | - |
| Total | 1 327 398 | 2 729 611 | 2 161 345 | 1 250 910 | 7 469 264 | 229 809 | 836 058 | 891 049 | 996 386 | 2 953 303 |
| Base Case 1 Power production kWh |
Q4 2016 | Q3 2016 | Q2 2016 | Q1 2016 | FY 2016 | Q1 2015 | Q2 2015 | Q3 2015 | Q4 2015 | FY 2015 |
| Photo-Volt One S.r.l | 173 489 | 450 498 | 395 658 | 178 512 | 1 198 157 | 179 409 | 397 646 | 452 761 | 174 361 | 1 204 177 |
| DT S.r.l | 222 445 | 427 174 | 414 013 | 256 599 | 1 320 231 | - | 416 093 | 429 321 | 231 275 | 1 076 689 |
| Collesanto S.r.l | 466 080 | 902 111 | 858 926 | 561 427 | 2 788 543 | - | - | - | 468 422 | 468 422 |
| JER-12 S.r.l | 161 292 | 429 499 | 427 840 | 150 287 | 1 168 918 | - | - | - | 85 217 | 85 217 |
| Piano Mulino S.r.l | 220 738 | 438 458 | - | - | 659 196 | - | - | - | - | - |
| Total | 1 244 045 | 2 647 739 | 2 096 437 | 1 146 824 | 7 135 045 | 179 409 | 813 739 | 882 082 | 959 275 | 2 834 505 |
1 Base case: Historic seasonally adjusted production. The company estimates that the production is reduced by 0.5 per cent yearly due to degradation of the solar modules.
Note 7: Related party transactions
Solex AS (earlier Aega Solar AS) owns approximately 12.77 per cent of Aega ASA.
Aega ASA had in Q4 2016 a management agreement with Solex AS. The management agreement was signed on 11 April 2016. The general assembly of Aega ASA approved the agreement on 18 May 2016. The agreement covers operations of the solar park portfolio, sourcing of new investments, due diligence and other services related to the solar plant business.
As consideration for the services provided Aega ASA will pay:
- A fixed base fee of NOK 3 Million a year, until the time Aega ASA has made equity investments of at least NOK 500 Million
- A variable fee of 2.5 per cent per year of invested equity in solar parks acquired after the signing of the management agreement
- A success fee of 23 per cent of cash flow exceeding 7.5 per cent of invested equity per year
- Management fee of 1 per cent per year of enterprise value of solar parks acquired before the date of signing of the new management agreement.
The management agreement was terminated on 31 January 2017.
| Management fee | Management fee | |
|---|---|---|
| EUR | 2016 | 2015 |
| AEGA Solar managment fee | (166 479) | (110 606) |
| AEGA Solar basefee | (299 984) | - |
| Others | - | - |
| Total | (466 463) | (110 606) |
| Balance | Balance | |
| EUR | 31 Dec 2016 | 31 Dec 2015 |
| AEGA Solar | 371 064 | (92 327) |
| Total | 371 064 | (92 327) |
As of 31 December 2016 Aega ASA has a net receivable of EUR 371k towards Solex AS (previously Aega Solar AS). This amount is mainly related to coverage of cost related to listing of Aega Yieldco AS and split of other fees related to capital raising.
From the 1.2.2017 Aega ASA and Solex AS have terminated the management contract and large parts of the above-mentioned liabilities between the companies have been settled. See Note 12 for further detail.
Note 8: Trade receivables and other current assets
Trade receivables are mainly accrued feed-in-tariff. 90 per cent of the feed-intariff on historical production is normally paid within 60 days, whereas surplus actual production is paid in June/July in the following year.
Note 9: Financing overview
| Financial | Financial | |
|---|---|---|
| Financial liabilities: | liabilities at 31 Dec 2016 |
liabilities at 31 Dec 2015 |
| Secured long term loans | 3 028 157 | 3 185 958 |
| Obligations under finance leases | 7 195 140 | 6 249 475 |
| Other long term debt | - | - |
| Trade and other payables | 581 148 | 786 024 |
| Current interest bearing loans and borrowings | 156 929 | 156 929 |
| Current leasing | 562 691 | 377 876 |
| Derivative financial instruments 1 | 771 477 | 791 395 |
| Other current liabilities | 221 878 | 237 410 |
| Total | 12 517 420 | 11 785 067 |
| Total current | 2 294 123 | 2 349 634 |
| Total non-current | 10 223 297 | 9 435 433 |
| Financal costs | 2016 | 2015 |
| Interest paid on leasing | 374 589 | 144 177 |
| Interst paid on project finances | 183 216 | 119 460 |
| Other financial cost | 2 697 | (887) |
| Total finance costs | 560 502 | 262 750 |
1 The derivatives financial instruments are interest swap agreements entered into to fix the interest rate. Aega ASA has a swap agreement attached to each of the solar power plants, except for one. The swap agreements are marked to market.
Note 10: Shares and shareholder information
| 31 Dec 2015 | |
|---|---|
| Shares AEGA Yieldco AS | 5 813 900 |
| Equal in AEGA ASA shares1 | 25 151 275 |
1 Shares in Aega Yieldco are recalculated based on the transaction value in the reverse takeover of Aega ASA.
| 31 Dec 2016 | |
|---|---|
| AEGA ASA Shares | 35 890 957 |
AEGA ASA has only one shareclass.
Largest 20 shareholders as of 31 December 2016:
| Shareholders | Shares | Percentage |
|---|---|---|
| AEGA SOLAR AS | 4 582 534 | 12.8% |
| BEARHILL INC AS | 2 615 034 | 7.3% |
| HARALDSEN THORVALD MORRIS | 1 605 333 | 4.5% |
| SÆTREMYR TORE | 943 694 | 2.6% |
| NEREM JAN STEINAR | 919 724 | 2.6% |
| LJM AS | 867 890 | 2.4% |
| MOGER INVEST AS | 867 890 | 2.4% |
| VESAAS OLAV | 710 141 | 2.0% |
| PENTHOUSE MIRADORES AS | 686 667 | 1.9% |
| SØLAND TORSTEIN | 668 890 | 1.9% |
| MORO AS | 666 667 | 1.9% |
| STRØM-RASMUSSEN FINN | 666 667 | 1.9% |
| RACCOLTA AS | 595 840 | 1.7% |
| CLEAR THOUGHT AS | 551 833 | 1.5% |
| JAN P HARTO AS | 507 841 | 1.4% |
| NYGÅRD ROALD ARNOLD | 500 000 | 1.4% |
| VIA GLORIA AS | 500 000 | 1.4% |
| BETONGCONSULT EIENDOM AS | 484 610 | 1.4% |
| SERCK-HANSSEN FIN | 462 657 | 1.3% |
| MAGNOLIA SYSTEM AS | 450 667 | 1.3% |
| Total 20 largest shareholders | 19 854 579 | 55.3% |
| Aega ASA outstanding shares | 35 890 957 | 100.0% |
Note 11: Tax issues
Two company subsidiaries were notified with tax claims relating to pre-acquisition tax liabilities during the quarter. The total amount of the claimed tax liabilities is EUR 630k. The company has not made any provisions for this claim, both due to the merits of the claim and because the share purchase agreement signed between the company and the seller of the affected subsidiaries covers said liabilities. Hence, no provisions are made in the Q4 accounts because the company expects the seller to cover the liabilities. The company has so far paid about EUR 40k in instalments to the Italian tax authorities since these amounts were due before a final verdict have been reached.
Aega ASA has answered Norwegian tax authorities' questions regarding the handling of running cost for portfolio management for the period 2012–2014. At the time the company was a portfolio management company, investing mainly in listed securities in the Nordic region. The tax authorities deem that portfolio management cost should be treated as acquisition costs (non-deductible) as opposed to deductible operational costs. Aega ASA disagrees with the tax authorities' assessment. Own process cost is booked as they accrue. The company has not made provisions for potential penalty tax, as such penalty seems unlikely.
Aega ASA has since Q4 been registered in the Norwegian VAT register, the registration application is currently being reviewed by the tax authorities.
Note 12: Subsequent events
AEGA ASA and Solex AS (previously AEGA Solar AS) closed an asset purchase agreement on the 31 January 2017, whereby AEGA ASA purchased certain assets from Solex AS, including the management agreement (see Note 7), and eight employees/consultants from Solex AS. The consideration in this transaction was 3 million shares + 2 million warrants in addition to up to NOK 6.1 million in liabilities. Further details of the transaction have been issued separately as stock exchange notices.
AEGA ASA relocated and changed the office address in February 2017 to Oscars gate 52, 0258 Oslo.
Investor contact
Rolf M Normann Chief Executive Officer
Mobile: +47 91344134 E-mail: [email protected]
Markus H Enge Chief Financial Officer
Mobile: +47 40064820 E-mail: [email protected]
Aega ASA Oscars gate 52 N-0258 Oslo Norway
Web: www.aega.no