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Nordic Financials ASA — Interim / Quarterly Report 2018
Aug 31, 2018
3521_rns_2018-08-31_3774eec2-18a4-42a1-881a-e944d8d964c3.pdf
Interim / Quarterly Report
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Aega ASA Q2 REPORT – 2018
Contents
| About Aega | |
|---|---|
| Second quarter in brief | 3 |
| Highlights from the reporting period | 3 |
| Financial review | 4 |
| Aega Portfolio at the end of second quarter 2018 | 5 |
Financials
| Profit and loss | 7 | |
|---|---|---|
| Balance sheet | 8 | |
| Cash flow | 9 | |
| Change in equity | 10 | |
| Notes | 11 | |
| Note 1: | Summary of significant accounting policies | 11 |
| Note 2: | Breakdown of operational costs | 11 |
| Note 3: | Property plant and equipment | 11 |
| Note 4: | Group structure | 12 |
| Note 5: | Cash and cash equivalents | 12 |
| Note 6: | Power generation | 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 | |
| Responsibility statement | 15 | |
| Investor contact | 16 |
About Aega
Aega ASA is a solar utility company listed on the Oslo Axess exchange. It acquires and operates solar power plants, benefitting from government incentives in the form of feed-in tariffs. The company currently owns a portfolio of eight solar parks located in Italy, with a combined generating capacity of about 8MWp or around 11GWh per year. Aega ASA invests mainly in small operating solar parks (below 5MWp capacity) which meet its strict investment criteria. The company's head offices are in Oslo (NO) and Trento (IT).
SECOND QUARTER IN BRIEF
- Solar irradiation in northern Italy was well below the historical average in the second quarter of 2018, resulting in an output 1.7 per cent below budget and 9.1 per cent below the same period of last year when adjusted for installed capacity. Opex per MWp rose somewhat in the quarter owing to upgrading and maintenance projects at several parks which have not been capitalised.
- Despite the poor weather conditions, net profit for the quarter was the highest ever for Aega at EUR 201 000, which is 118 per cent higher than in the corresponding period of last year. This record reflects reductions in head office expenses as well as selling, general and administrative (SG&A) costs following renegotiations and optimisation of the organisation to fit the scale of the business.
- Revenues in the second quarter were EUR 1.11 million, up by 6.65 per cent from the second quarter of 2017.
- Conversion of shareholder loan totalling EUR 432 000 to equity.
HIGHLIGHTS FROM THE REPORTING PERIOD Operations
Output was 3.8 per cent below seasonally adjusted base-case generation at 30 June 2018 owing to low irradiation so far in 2018. Aega also had some minor downtime at its plants because of maintenance and upgrading. This activity primarily involved work which had been postponed because of earlier liquidity constraints. Revenues were 1.2 per cent below budget owing to the low output, but this was offset to some extent by a market price for electricity about 30 per cent above the budgeted level of EUR 40 per MWh.
As mentioned in both the fourth quarter of 2017 and the first quarter of 2018 reports, when the new board of directors was formally appointed on 28 December 2017, it immediately initiated an optimisation programme to reduce the company's cost base and resolve outstanding debts with the objective of obtaining a positive cash flow. The board and administration believe that they have now begun to get the group's costs under control. However, the board still sees some low-hanging fruit, and the target is to reduce SG&A and operational costs by EUR 700 000 for 2019 compared with 2017. Two-thirds of this goal has already been met.
The board has established two new objectives for the company.
-
- Return Aega to a position where it can pay dividends to its shareholder by the end of the second quarter of 2019.
-
- Facilitate company growth by capitalising fully on the infrastructure already in place and try to grow opportunities:
- The board of directors is of the opinion that major share issues at current price levels is not attractive for the company's shareholders. Hence, the board and administration will start a process of evaluating different models for cooperation and/or investments that can contribute towards the growth of the company without diluting existing shareholders. New operating agreements and alternative methods of securing shareholdings in additional solar plants could be initiatives that satisfy Aega's growth requirements.
Portfolio Cumulated Production vs. Base Case
Corporate events
Loan converted to equity
As resolved by the annual general meeting (AGM), the shareholder loan, including an interest rate of eight per cent per annum, has been converted to shares in Aega at a conversion rate of NOK 1 per share. This has increased the share capital of the company by NOK 4 093 808. In addition, one warrant has been issued per 10 shares received. These will have a conversion price of NOK 1, with a deadline for exercise of 14 days after the 2019 AGM. If all the warrants are exercised, the share capital will increase by NOK 400 000.
Following the conversion, the following key directors and senior executives control shares as specified.
| Person | Role | Ownership with control | Other |
|---|---|---|---|
| Halldor Christen Tjoflaat | Chair | Through Kolstad AS, controls 102 345 shares (0.21 per cent) and 10 000 warrants. |
Also chair of Solex AS, which owns 933 667 shares (2.03 per cent), and a shareholder in AFT Development AS, which owns 2 250 152 shares (4.69 per cent) |
| Kathrine Breistøl | Director | Through Vesoldo AS, controls 465 880 shares (0.97 per cent) and 25 000 warrants. |
N/A |
| Nils Petter Skaset | Director | Through Brezza AS, controls 358 208 shares (0.75 per cent) and 35 000 warrants. |
N/A |
| Markus Huseby Enge | CEO | Through E3 Consulting AS and Klunken Blessenborg Invest AS, controls 241 928 shares (0.5 per cent). |
N/A |
| Fabio Buonsanti | COO | Owns 35 526 shares in the company in addition to a small number of warrants with a strike price of NOK 3.1. |
N/A |
Outlook
The company does not see investment opportunities as a limiting factor for the company's growth plans, and will continue to screen and evaluate new prospects. However, the immediate priority is to return the company to delivering positive financial results on a regular basis.
Key figures
| (EUR 1 000) | Q2 2018 | Q2 2017 |
|---|---|---|
| Electricity generation (MWh) | 3 164 | 3 094 |
| Total revenues | 1 106 | 1 037 |
| Operating costs | (88) | (89) |
| Operating profit | 1 018 | 948 |
| Other costs Italy | (33) | (31) |
| EBITDA Operations | 985 | 917 |
| Head office and admin cost | (141) | (245) |
| Non recurring | (7) | (128) |
| EBITDA | 837 | 544 |
| Net profit | 201 | 92 |
| Quarterly yield solar parks1 | 5.37% | 5.22% |
| Total assets | 22 249 | 22 853 |
| Equity (%) | 31% | 36% |
| Net interest-bearing debt | 12 577 | 11 621 |
| Earnings per share (EUR) 2 | 0.004 | 0.003 |
| Stock price end of quarter (NOK) | 0.95 | 2.00 |
| Distribution to shareholders in the quarter (NOK) | - | - |
| Quarterly distributed yield | 0.00% | 0.00% |
1 = EBITDA operations/power plant and equipment
2 = Total comprehensive income/average number of shares
FINANCIAL REVIEW
Aega ASA had an average installed capacity of 7.8MWp in the second quarter of 2018, compared with 6.7MWp in the same period of last year. This should be taken into consideration when comparing the quarters.
Total revenues in the second quarter of 2018 were EUR 1 106 000, compared with EUR 1 037 000 in the same period of last year. Total power generation was 3 164MWh, down by 1.7 per cent from seasonally adjusted base-case output of 3 219MWh.
Operating costs in the second quarter of 2018 were EUR 88 000, compared with EUR 89 000 in the same period of last year, despite operating one more solar park in the second quarter this year and making several smaller investments on maintenance and upgrades which had previously been deferred because of poor liquidity in the company. Total operating costs amounted to EUR 268 000 in the second quarter of 2018, compared with EUR 493 000 in the corresponding period of 2017.
Having achieved its goal of cutting operating costs by EUR 50 000 per MWp per annum, the company has set a new reduction target of roughly EUR 42 000 per annum, assuming a portfolio capacity of 8MWp or EUR 42 000 per MWp per annum. The company's non-recurring expenses came to EUR 7 000 owing to the loan-to-shares conversion.
Financial expenses came to EUR 161 000 in the second quarter of 2018, compared with EUR 160 000 in the same period of last year. The pre-tax profit was EUR 291 000 in the second quarter of 2018 and tax came to EUR 90 000, resulting in a net profit of EUR 201 000 in the quarter compared with a profit of EUR 92 000 in the same period of last year.
Earnings per share (EPS) came to EUR 0.008 in the second quarter of 2018, compared with a negative EUR 0.003 per share in the same period of last year.
Assets in the balance sheet comprise the portfolio of eight solar parks in Italy, receivables mainly from the GSE, VAT credits and cash in bank. The solar parks are financed by bank loans or leasing, where the assets of the parks are registered as collateral. The parks are held in separate single purpose companies (SPVs), each of which has separate loan financing (ring fenced).
The company had cash and current deposits of EUR 1 002 000 at 30 June 2018, compared with EUR 717 000 at 1 January 2018.
AEGA PORTFOLIO AT THE END OF SECOND QUARTER 2018
Photo-Volt One Srl
DT 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 |
| 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 |
Casale Srl
| Plant Name: | Casale |
|---|---|
| Company: | Casale Srl |
| Municipality: | Mercato Saraceno |
| Council: | Emilia-Romagna |
| Power (kWp): | 999.58 |
| Connection date: | 30 December 2009 |
| Type | Ground mounted |
| Feed-in tariff (€/KWh): | 0.295 |
Solar Park Luino Srl
| Plant Name: | Luino |
|---|---|
| Company: | Solar Park Luino Srl |
| Municipality: | Varese |
| Council: | Lombardy |
| Power (kWp): | 800.64 |
| Connection date: | 30 April 2011 |
| Type | Ground mounted |
| Feed-in tariff (€/KWh): | 0.322 |
Financials
Profit and loss
| (EUR) | Note | Q2 2018 | Q2 2017 | H1 2018 | H1 2017 | FY 2017 |
|---|---|---|---|---|---|---|
| Feed-In tariff revenue | 1, 6 | 887 039 | 895 631 | 1 317 656 | 1 368 301 | 2 672 196 |
| Sales of electricity | 1, 6 | 169 260 | 139 116 | 253 520 | 233 351 | 483 665 |
| Other revenue | 49 702 | 2 051 | 87 911 | 2 051 | 37 605 | |
| Revenues | 1, 6 | 1 106 001 | 1 036 798 | 1 659 088 | 1 603 703 | 3 193 466 |
| Operating costs | 2 | (87 782) | (88 784) | (207 005) | (161 127) | (297 083) |
| Sales, general and administrative expenses | 2 | (174 199) | (275 962) | (377 786) | (633 858) | (1 403 530) |
| Acquisition and transaction costs | 2 | (7 126) | (128 403) | (28 890) | (252 187) | (2 156 307) |
| EBITDA | 836 894 | 543 649 | 1 045 407 | 556 532 | (663 454) | |
| Depreciation, amortisations and write downs | 3 | (369 196) | (314 020) | (721 251) | (617 019) | (1 279 463) |
| Other operating profit before OGL (EBIT) | 467 698 | 229 630 | 324 156 | (60 487) | (1 942 918) | |
| Finance income | 62 | 5 288 | 112 | 7 034 | 7 824 | |
| Finance costs | 9 | (161 470) | (159 960) | (322 644) | (257 173) | (644 986) |
| Mark to market adjustment derivatives | 9 | 12 885 | 9 901 | 26 918 | 17 897 | 145 890 |
| Net foreign exchange gain/(losses) | (28 269) | 7 142 | (31 016) | 6 681 | 77 725 | |
| Profit before income tax | 290 907 | 92 000 | (2 475) | (286 048) | (2 356 465) | |
| Income tax gain/(expense) | (89 535) | (13) | (52 509) | 21 820 | (204 653) | |
| Profit/(loss) for the period | 201 372 | 91 988 | (54 984) | (264 228) | (2 561 118) | |
| Other comprehensive income | ||||||
| Currency translation differences | 172 135 | 48 983 | 210 772 | 97 987 | (80 355) | |
| Other comprehensive income net of tax | 172 135 | 48 983 | 210 772 | 97 987 | (80 355) | |
| Total comprehensive income | 373 507 | 140 970 | 155 788 | (166 242) | (2 641 473) | |
| Profit for the period attributable to: | ||||||
| Equity holders of the parent company | 201 372 | 91 988 | (54 984) | (264 228) | (2 561 118) | |
| Total comprehensive income attributable to: | ||||||
| Equity holders of the parent company | 373 507 | 140 970 | 155 788 | (166 242) | (2 641 473) | |
| Earnings per share | 0.008 | 0.003 | 0.004 | (0.004) | (0.061) | |
| Average no of shares | 10 | 44 526 111 | 43 882 141 | 44 204 126 | 43 882 141 | 43 533 876 |
Balance sheet
| (EUR) | Note | 30 Jun 2018 | 31 Dec 2017 |
|---|---|---|---|
| ASSETS | |||
| Property, plant and equipment | 3 | 18 329 417 | 16 731 740 |
| Intangibles and DTA | 690 953 | 398 239 | |
| Goodwill | - | - | |
| Other long-term assets | 200 000 | 200 000 | |
| Non-current assets | 19 220 370 | 17 329 979 | |
| Receivables | 8 | 1 215 980 | 1 492 902 |
| Other current assets | 8 | 811 082 | 768 032 |
| Cash and short-term deposits | 5 | 1 001 751 | 717 030 |
| Current assets | 3 028 814 | 2 977 964 | |
| TOTAL ASSETS | 22 249 183 | 20 307 943 | |
| EQUITY AND LIABILITIES | |||
| Share capital | 10 | 5 274 262 | 4 842 179 |
| Share premium | 10 | 8 208 942 | 8 208 942 |
| Paid-in capital | 13 483 204 | 13 051 121 | |
| Accumulated profit and loss | (7 128 952) | (7 073 968) | |
| Other equity | - | - | |
| Foreign currency translation reserve | 463 201 | 252 429 | |
| Other equity | (6 665 751) | (6 821 539) | |
| Total equity | 6 817 453 | 6 229 582 | |
| Long-term loans | 9 | 4 647 366 | 2 933 328 |
| Leasing | 9 | 7 929 156 | 8 274 430 |
| Other long-term debt | 9 | - | - |
| Total non-current liabilities | 12 576 522 | 11 207 758 | |
| Trade payables and other payables | 599 590 | 1 120 794 | |
| Short-term financing - interest-bearing | 7, 9 | 1 496 735 | 1 052 174 |
| Derivative financial instruments | 758 884 | 697 635 | |
| Other current liabilities | - | - | |
| Total current liabilities | 2 855 209 | 2 870 603 | |
| Total liabilities | 15 431 731 | 14 078 361 | |
| TOTAL EQUITY AND LIABILITIES | 22 249 183 | 20 307 943 |
Oslo, 31 August 2018
Halldor Christen Tjoflaat Chair
Nils Petter Skaset Director
Kathrine Breistøl Director
Kristine Larneng Director
Markus H Enge CEO
Cash flow
| (EUR) | Note | Q2 2018 | Q2 2017 | 2017 |
|---|---|---|---|---|
| Ordinary profit before tax | 290 907 | 92 000 | (2 356 465) | |
| Paid income taxes | - | - | (9 675) | |
| Depreciation | 3 | 369 196 | 617 019 | 1 279 463 |
| Write down | - | - | - | |
| Changes in trade receivables and payables | (682 812) | (87 550) | 102 473 | |
| Changes in other accruals | (168 541) | (492 864) | 10 229 | |
| Cash flow from operations | (191 251) | 128 605 | (973 975) | |
| Acquisition net of cash acquired | - | (854 640) | (854 640) | |
| Cash flow from investments | - | (854 640) | (854 640) | |
| Proceeds from issue of share capital Dividends or shareholder distributions |
- | - - |
2 732 291 - |
|
| Proceed from loan | - - |
- | - | |
| Repayment of loans | (264 651) | (152 587) | (874 712) | |
| Cash flow from financing | (264 651) | (152 587) | 1 857 579 | |
| Cash at beginning of period | 1 285 518 | 1 462 192 | 688 066 | |
| Net currency translation effect | 172 135 | 97 987 | - | |
| Net increase/(decrease) in cash and cash equivalents | (455 902) | (878 622) | 28 964 | |
| Cash at end of period | 1 001 751 | 681 556 | 717 030 |
Change in equity
| (EUR) | Share capital |
Share premium fund |
Other equity |
Foreign currency translation reserve |
Total equity |
|---|---|---|---|---|---|
| Equity 2017 | 4 842 179 | 8 208 942 | (7 073 968) | 252 429 | 6 229 582 |
| Profit (loss) after tax | - | - | (54 984) | - | (54 984) |
| Other comprehensive income | - | - | - | 210 772 | 210 772 |
| Loan conversion | 432 082 | - | - | - | 432 082 |
| Equity 30 June 2018 | 5 274 262 | 8 208 942 | (7 128 952) | 463 201 | 6 817 452 |
| (EUR) | Share capital |
Share premium fund |
Other equity |
Foreign Currency translation reserve |
Total equity |
|---|---|---|---|---|---|
| Equity 2016 | 3 950 008 | 6 524 408 | (4 737 873) | 332 784 | 6 069 327 |
| Share issue 3 January 2017 | 554 638 | 1 009 466 | - | - | 1 564 104 |
| Share issue asset purchase | 337 534 | 675 068 | 225 023 | - | 1 237 624 |
| Profit (loss) after tax | - | - | (2 561 118) | - | (2 561 118) |
| Other comprehensive income | - | - | - | - | - |
| Other | - | - | - | (80 355) | (80 355) |
| Equity 31 December 2017 | 4 842 179 | 8 208 942 | (7 073 968) | 252 429 | 6 229 582 |
Notes
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 Thunes vei 2, NO-0274 Oslo, Norway. Aega Energy Prima AS was the first company in the group, founded on 28 April 2014. Aega ASA owns and operates eight photovoltaic power plants in Italy, and its business is 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 the International Financing Reporting Standards (IFRS) as adopted by the European Union for interim reporting under the International Accounting Standard (IAS) 34 Interim Financial Reporting. These condensed interim consolidated financial statements are unaudited.
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 group companies with a functional currency other than the 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 has been prepared on the assumption that the company is a going concern.
See the 2017 annual report for a full overview of the accounting principles applied by Aega ASA.
Key risk factors
No significant change has occurred in risk exposures or risks and uncertainties as described in the second-quarter report, compared with those described in the annual report.
Note 3: Property plant and equipment
| Q2 2018 (EUR) |
Photo-Volt One Srl |
DT Srl Collesanto Srl | JER-12 Srl | Piano Mulino Srl |
Casale Srl | Solar Park Luino Srl |
Other | Total | |
|---|---|---|---|---|---|---|---|---|---|
| Power plant 31 December 2017 | 1 715 363 | 2 265 556 | 5 751 191 | 1 462 838 | 2 592 697 | 2 768 025 | - | 271 683 | 16 827 352 |
| Currency effect | - | - | - | - | - | - | - | (117 681) | (117 681) |
| Additions | - | - | - | - | - | - | 2 340 997 | - | 2 340 997 |
| Depreciation | (65 281) | (86 562) | (223 726) | (64 165) | (132 365) | (96 943) | (52 208) | - | (721 251) |
| Value at 30 June 2018 | 1 650 081 | 2 178 993 | 5 527 465 | 1 398 672 | 2 460 332 | 2 671 082 | 2 288 789 | 154 002 | 18 329 417 |
| 2017 (EUR) |
Photo-Volt One Srl |
DT Srl Collesanto Srl | JER-12 Srl | Piano Mulino Srl |
Casale Srl | Other | Total | |
|---|---|---|---|---|---|---|---|---|
| Power plant 31 December 2016 | 1 845 925 | 2 437 778 | 6 198 052 | 1 591 168 | 2 847 529 | - | 248 502 | 15 168 955 |
| Currency effect | - | - | - | - | - | - | (51 806) | (51 806) |
| Additions | - | 2 700 | - | - | - | 2 911 979 | - | 2 914 679 |
| Depreciation | (130 562) | (174 922) | (446 861) | (128 330) | (254 832) | (143 955) | - | (1 279 463) |
| Value at 31 December 2017 | 1 715 363 | 2 265 556 | 5 751 191 | 1 462 838 | 2 592 697 | 2 768 025 | 196 696 | 16 752 365 |
Power plants are depreciated on a straight-line basis over the feed-in tariff period of 20 years.
Note 2: Breakdown of operational costs
| (EUR) | H1 2018 | H1 2017 | FY 2017 |
|---|---|---|---|
| Revenues | 1 659 088 | 1 603 703 | 3 193 466 |
| Operating costs | (207 005) | (161 127) | (297 083) |
| Land rent | - | - | - |
| Insurance | (31 395) | (31 737) | (42 860) |
| Operation and maintenance | (54 033) | (53 389) | (113 772) |
| Other operating costs | (121 577) | (76 002) | (140 452) |
| Sales, general & administrative | (377 786) | (633 858) | (1 403 530) |
| Accounting, audit and legal fees | (84 317) | (103 725) | (149 632) |
| IMU tax | (10 075) | (5 868) | (10 771) |
| AEGA Solar management fee | - | (70 354) | (140 000) |
| Other administrative costs | (283 394) | (453 910) | (1 103 127) |
| Acquisition and financing cost | (28 890) | (252 187) | (2 156 307) |
| Acquisition transaction costs | (18 835) | (149 872) | (1 958 274) |
| Funding and IPO costs | (3 691) | (98 495) | (198 033) |
| Other non-recurring items | (6 364) | (3 820) | - |
| EBITDA | 1 045 407 | 556 532 | (663 454) |
Note 4: Group structure 1
SPV structure minimizes financial and operational risk
Note 5: Cash and cash equivalents
| (EUR) | Q2 2018 | 2017 |
|---|---|---|
| Cash Norway | 138 788 | 48 838 |
| Cash Italy | 862 963 | 468 192 |
| Restricted cash Italy | 200 000 | 200 000 |
| Total cash | 1 201 751 | 717 030 |
Note 6: Power generation
| Power generation kWh | Q2 2018 | Q1 2018 | YTD 2018 | Q4 2017 | Q3 2017 | Q2 2017 | Q1 2017 | YTD 2017 |
|---|---|---|---|---|---|---|---|---|
| Photo-Volt One Srl | 412 946 | 248 827 | 661 773 | 236 126 | 462 742 | 465 450 | 284 699 | 1 449 017 |
| DT Srl | 405 798 | 228 774 | 634 572 | 240 376 | 446 577 | 451 307 | 289 792 | 1 428 052 |
| Collesanto Srl | 825 983 | 417 907 | 1 243 890 | 490 266 | 932 985 | 942 200 | 596 726 | 2 962 177 |
| JER-12 Srl | 455 331 | 208 721 | 664 052 | 205 020 | 465 538 | 464 401 | 268 165 | 1 403 124 |
| Piano Mulino Srl | 433 825 | 223 609 | 657 434 | 244 274 | 469 790 | 467 523 | 261 544 | 1 443 131 |
| Casale Srl | 386 178 | 145 536 | 531 714 | 197 051 | 412 515 | 303 579 | - | 913 145 |
| Solar Park Luino Srl | 244 306 | 67 184 | 311 490 | - | - | - | - | - |
| Total | 3 164 367 | 1 540 558 | 4 704 925 | 1 613 113 | 3 190 147 | 3 094 460 | 1 700 927 | 9 598 647 |
| Base Case 1 Power generation kWh |
Q2 2018 | Q1 2018 | YTD 2018 | Q4 2017 | Q3 2017 | Q2 2017 | Q1 2017 | YTD 2017 |
| Photo-Volt One Srl | 393 004 | 176 731 | 569 735 | 172 622 | 448 245 | 393 679 | 177 619 | 1 192 165 |
| DT Srl | 411 310 | 254 039 | 665 349 | 221 332 | 425 038 | 411 942 | 255 317 | 1 313 629 |
| Collesanto Srl | 853 366 | 555 826 | 1 409 192 | 463 751 | 897 600 | 854 632 | 558 620 | 2 774 603 |
| JER-12 Srl | 425 098 | 148 788 | 573 886 | 160 486 | 427 351 | 425 701 | 149 536 | 1 163 074 |
| Piano Mulino Srl | 437 446 | 242 469 | 679 915 | 219 635 | 436 266 | 438 125 | 243 688 | 1 337 714 |
| Casale Srl | 417 731 | 223 588 | 641 319 | 181 400 | 400 600 | 293 900 | - | 875 900 |
| Solar Park Luino Srl | 280 805 | 70 393 | 351 198 | - | - | - | - | - |
| Total | 3 218 759 | 1 671 834 | 4 890 593 | 1 419 226 | 3 035 100 | 2 817 979 | 1 384 780 | 8 657 085 |
1 Base case: Historical seasonally adjusted output on acquisition. The company estimates that generating capacity declines by 0.5 per cent per annum owing to degradation of the solar PV modules.
Note 7: Related party transactions
As resolved by the AGM, the shareholder loan, including the interest rate of eight per cent per annum, has been converted to shares in Aega at a conversion rate of NOK 1 per share. This increased the share capital of the company by NOK 4 093 808. In addition, one warrant has been issued per 10 shares received. These warrants will have a conversion price of NOK 1, with a deadline for their exercise of 14 days after the AGM in 2019. If all warrants are exercised, the share capital will increase by NOK 400 000.
Following the conversion, the following key directors and senior executives control shares as specified.
| Person | Role | Ownership with control | Other |
|---|---|---|---|
| Halldor Christen Tjoflaat | Chair | Through Kolstad AS, controls 102 345 shares (0.21 per cent) and 10 000 warrants. |
Also chair of Solex AS, which owns 933 667 shares (2.03 per cent), and a shareholder in AFT Development AS, which owns 2 250 152 shares (4.69 per cent) |
| Kathrine Breistøl | Director | Through Vesoldo AS, controls 465 880 shares (0.97 per cent) and 25 000 warrants. |
N/A |
| Nils Petter Skaset | Director | Through Brezza AS, controls 358 208 shares (0.75 per cent) and 35 000 warrants. |
N/A |
| Markus Huseby Enge | CEO | Through E3 Consulting AS and Klunken Blessenborg Invest AS, controls 241 928 shares (0.5 per cent). |
N/A |
| Fabio Buonsanti | COO | Owns 35 526 shares in the company in addition to a small number of warrants with a strike price of NOK 3.1. |
N/A |
Note 8: Trade receivables and other current assets
Trade receivables relate mainly to accrued feed-in tariff. Ninety per cent of the feed-in tariff on historical output is normally paid within 60 days, with the tariff on surplus actual output paid in June/July of the following year.
| (EUR) | 30 Jun 2018 | 31 Dec 2017 |
|---|---|---|
| Trade receivables | 1 176 417 | 1 409 423 |
| Tax outstanding and VAT | 774 561 | 768 032 |
| Other current assets | - | - |
| Receivable financial instruments | 1 950 978 | 2 177 455 |
| Prepayments | 39 564 | 83 479 |
| Receivables | 1 990 541 | 2 260 934 |
Note 9: Financing overview
| Financial liabilities | 30 Jun 2018 | 2017 | |
|---|---|---|---|
| Secured long-term loans | 4 647 366 | 2 933 328 | |
| Obligations under finance leases | 7 929 156 | 8 274 430 | |
| Trade and other payables | 599 590 | 1 120 794 | |
| Current leasing or loans | 1 496 735 | 1 052 174 | |
| Derivative financial instruments 1 | 758 884 | 697 635 | |
| Total | 15 431 731 | 14 078 361 | |
| Total current | 3 454 023 | 2 870 603 | |
| Total non-current | 12 841 173 | 11 207 758 | |
| Financal costs | Q2 2018 | Q2 2017 | 2017 |
| Interest paid on leasing | 219 304 | 118 010 | 393 575 |
| Interest paid on project finances | 93 366 | 38 986 | 251 411 |
| Other financial costs | 9 974 | (686) | - |
| Total finance costs | 322 644 | 156 310 | 644 986 |
1 The derivative financial instruments are interest swap agreements entered into in order to fix the interest rate. With two exceptions, Aega ASA has a swap agreement attached to each of its solar power plants. The swap agreements are marked to market.
Note 10: Shares and shareholder information
| 30 Jun 2018 | |
|---|---|
| Aega ASA Shares | 47 975 949 |
| Aega ASA warrants 1 | 2 000 000 |
| Aega ASA warrants 2 | 400 000 |
| 31 Dec 2017 | |
| Aega ASA Shares | 43 882 141 |
| Aega ASA warrants | 2 000 000 |
Warrants 1
The warrants are freely tradable non-listed warrants, each of which entitles the holder to subscribe for one share in Aega at an exercise price of NOK 3.10 per share. The exercise price for each warrant is adjusted downwards on a NOK-for-NOK basis by any dividend per share paid by Aega in excess of an annual dividend of seven per cent on NOK 3.10 in the period from 31 January 2017 until the exercise of the warrant.
The warrants are exercisable during exercise periods which last for four weeks from the date of publication of Aega's annual financial statements for the 2017, 2018, 2019 and 2020 fiscal years, provided, however, that the last exercise period ends no later than 30 June 2021. Any unexercised warrants will expire without compensation to Solex on 30 June 2021.
Warrants 2
The warrants are freely tradable non-listed warrants, each of which entitles the holder to subscribe for one share in Aega at an exercise price of NOK 1.00 per share. The deadline for exercising the subscription right is 14 days after the AGM in 2019.
Largest 20 shareholders at 30 June 2018
| Shareholders | Shares | Percentage |
|---|---|---|
| BEARHILL INC AS | 3 359 034 | 7.7% |
| AFT DEVELOPMENT AS | 2 250 152 | 5.1% |
| HARALDSEN THORVALD MORRIS | 1 627 119 | 3.7% |
| LJM AS | 1 441 926 | 3.3% |
| SÆTREMYR TORE | 1 277 694 | 2.9% |
| MOGER INVEST AS | 1 134 890 | 2.6% |
| JAN STEINAR NEREM | 1 022 069 | 2.3% |
| SOLEX AS | 972 660 | 2.2% |
| MORO AS | 933 667 | 2.1% |
| VESAAS OLAV | 877 141 | 2.0% |
| STRØM-RASMUSSEN FINN | 769 012 | 1.8% |
| PENTHOUSE MIRADORES AS | 761 884 | 1.7% |
| JAN P HARTO AS | 753 042 | 1.7% |
| FIN SERCK-HANSSEN | 715 780 | 1.6% |
| RACCOLTA AS | 698 186 | 1.6% |
| SØLAND TORSTEIN | 668 890 | 1.5% |
| MAGNOLIA SYSTEM AS | 655 357 | 1.5% |
| KÅRE REIDAR JOHASEN | 624 722 | 1.4% |
| C - BY - C AS | 558 208 | 1.3% |
| CLEAR THOUGHT AS | 551 833 | 1.3% |
| Total 20 largest shareholders | 21 653 266 | 49.3% |
| Aega ASA outstanding shares | 43 882 141 | 100.0% |
Note 11: Tax issues
Tax dispute in Italy
The group is currently involved in a tax dispute with the Italian tax authorities with respect to two of the group's Italian subsidiaries. The Italian tax authorities have claimed repayment from the group of about EUR 1 200 000. The group has disputed this claim in court, and won in the court of first instance. The Italian tax authorities have appealed. Should the outcome be unfavourable, the group's view is that any liability deriving from the said claims is covered by the warrants provided for in the share purchase agreements signed with the seller of the relevant plants, as the (potential) tax due dates from the period before Aega purchased the assets, and the warrants in the purchase agreements place liability for any tax claims prior to the acquisition solely on the seller. The company has deemed it necessary to pay instalments on the tax claim until a final ruling is made. So far, the group has paid about EUR 65 000 related to this case.
Note 12: Subsequent events
Nothing to note.
Responsibility statement
We confirm to the best of our knowledge that the condensed set of financial statements for the period 1 January 2018 to 30 June 2018 has been prepared in accordance with the IAS 34 Interim Financial Reporting and gives a true and fair view of the company's assets, liabilities, financial position and results for the period viewed in their entirety, and that the interim report includes a fair review of any significant events which arose during the six-month period and their effect on the half-yearly financial report and any significant related party transactions. The report includes, to the best of our knowledge, a description of the material risks which the board of directors deems at the time of this report might have a significant impact on the financial performance of the company.
Oslo, 31 August 2018
Halldor Christen Tjoflaat Chair
Nils Petter Skaset Director
Kathrine Breistøl Director
Kristine Larneng Director
Markus H Enge CEO
Investor contact
Markus H Enge
Chief Executive Officer
Mobile: +47 40064820 E-mail: [email protected]
Aega ASA Thunes vei 2 N-0274 Oslo Norway