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Nordic Financials ASA — Interim / Quarterly Report 2018
May 31, 2018
3521_rns_2018-05-31_a7c280ee-a4b3-46d1-af7a-41e5cfd15523.pdf
Interim / Quarterly Report
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Aega ASA Q1 REPORT – 2018
Contents
| About Aega | 3 | |
|---|---|---|
| Q1 in short | 3 | |
| Highlights from the reporting period | 3 | |
| Financial review | 4 | |
| Aega Portfolio as of Q1 2018 | 5 | |
| Financials | 7 | |
| 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: | 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 | 13 | |
| Note 11: Tax issues | 14 | |
| Note 12: Subsequent events | 14 | |
| Investor contact | 16 |
About Aega
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 eight solar parks located in Italy, with a combined production capacity of approx. 8MWp or around 11GWh/year. Aega ASA mainly invests in small operating solar parks (below 5MWp capacity), meeting the company's strict investment criteria. The headquarters are in Oslo (NO) and Trento (IT).
Q1 IN SHORT
- Bad weather in the quarter resulted in a production in Q1, 7.9 per cent below budget. 21.9 per cent below Q1 production 2017 adjusted for installed capacity. OPEX per MWp reduced compared with previous quarters.
- Acquisition of Solar Park Luino S.r.l , which owns a 0.8MW solar plant in Luino, Lombardy, Italy, from a group of Italian investors. The funding was done through a loan of NOK 4MNOK given mainly by company shareholders.
HIGHLIGHTS FROM THE REPORTING PERIOD
Operations
Production was 7.9 per cent below the seasonally adjusted base case production as of 31 March 2018, due to low irradiation in the quarter. In addition, Aega had some downtime on a plant due to a minor theft. Revenues were 7.0 per cent lower than budget, due to the low production but somewhat compensated by a market price of electricity above the budgeted EUR 40MWh.
As mentioned in the Q4 2017 report, the new board of directors in Aega ASA was formally appointed on 28 December 2017 and immediately identi-
Portfolio Cumulated Production vs. Base Case
fied a need a to conduct a complete review of the company's commercial agreements, operational performance and overall financial situation. It is the board's view that Aega's 2017 administrative costs had not been at a sustainable level in order to deliver on the company's ambition of being a yield company for its shareholders. As a result, the board and management of Aega initiated an optimization programme to reduce the company's cost base and resolve outstanding debts, with the objective of obtaining a positive cash flow going forward. This optimization process has been a top priority throughout the first quarter of 2018. The main results so far are:
-
- Reduced staffing: In 2016/2017 the group had the equivalent of 7 full time employees, mainly through consultancies. This has during Q1 been reduced to 2 full time employees and one consultant.
-
- Renegotiated operational agreements: New insurance contracts for the solar parks have been entered into, providing an immediate cost effect from Q1 2018 and onwards. New Operation and maintance and accounting contracts have also been negotiated, with full cost effect from Q4 2018.
-
- Terminated headquarter rent agreement as well as several minor third party agreements.
-
- Simplified the operational structure by eliminating one layer in the corporate structure. This is expected to be completed during Q3 2018.
In total, these initiatives will reduce Aega's recurring costs with between EUR 450 - 500k per annum.
In addition, the board and management has reduced acquisition cost, transaction cost and other non-recurring cost substantially. In 2017 this amounted to about 2.2MEUR and 1.1MEUR in 2016. This was mainly costs related to acquisitions that failed to materialize or acquisitions/restructurings that did not enhance the income potential of the group.
The group will go forward with scrupulous focus on increasing the cash flow per share. The board still see some low hanging fruit and the target is to reduce the S&GA and cost of operations by EUR 700k for the full year 2019 compared to 2017, of which two-thirds have already been achieved. Acquisition, transaction and other non-recurring cost will depend on the growth of the company. However, it is the board's view that this should exceed EUR 300k per year.
Corporate events
Loan secured:
To secure financing for the Solar Park Luino, Aega has entered into a loan agreement where 21 shareholders have committed to lend a total of NOK 4 million to the Company, at an interest rate of eight percent per annum. Three primary insiders are participating in the shareholder loan, either in person or through their limited companies, including chairman Halldor Christen Tjoflaat (NOK 100 000), board members Nils Petter Skaset (NOK 350 000) and Kathrine Breistøl (NOK 250 000)
Aega has proposed to the annual general assembly (AGM) to decide if the shareholder loan, including interest rate of eight percent per annum, should be refinanced or converted to shares in Aega at a conversion rate of NOK 1 per share. In addition to 1 warrant per 10 shares received. The warrants will have conversion price of NOK 1 and the deadline is 14 days after the ordinary general meeting in 2019. If the AGM votes against converting the shareholder loan into shares in Aega, the loan will mature with immediate effect and trigger an additional interest rate compensation of ten percent to the lenders.
The shareholder loan is secured against the shares of Aega Yieldco AS, a wholly owned subsidiary of Aega ASA. The loan has been arranged by the company and no commission will be paid to any external third party facilitator.
Acquisition of new solar park:
15 February 2018 Aega signed a contract to acquire all shares in Solar Park Luino S.r.l , which owns a 0.8MW solar plant in Luino, Lombardy, Italy, from a group of Italian investors.
The acquisition is completed and settlement for the acquisition was made in cash. Aega's funding of the project has been through the loan mentioned above.
The 0.8MW solar park in Luino is fixed ground mounted, has a second conto energia feed in tariff and is seven years into its 20-year concession period. It delivers an internal rate of return (IRR) in line with Aega's current assets and the group's overall investment target.
After the acquisition the Chairman of the group Mr. Halldor Tjoflaat has been appointed CEO and constitute the Board of Directors in Solar Park Luino S.r.l. There are no employees in the acquired company.
Solar Park Luino S.r.l has a max cap interest swap related to the loan agreement.
The revenue and EBITDA contribution from Solar Park Luino Srl in 2018 to AEGA ASA's Financial statement is estimated to be around 85 per cent of the numbers indicated above, since the plant is acquired on 15 February 2018.
There are no significant off balance assets or liabilities.
Extension of interim CEO contract:
In addition, Aega has extended the contract with Interim CEO, Markus Enge.
Outlook
The company does not see investment opportunities as a limiting factor to the company's growth plans, and will continue to screen and evaluate new investment opportunities. However, the company's immediate priority is to return the company to delivering positive financial results.
Key figures
| (EUR 000') | Q1 2018 | Q1 2017 |
|---|---|---|
| Electricity production (MWh) | 1 541 | 1 701 |
| Total revenues | 553 | 567 |
| Cost operations | (119) | (72) |
| Operating profit | 434 | 495 |
| Other costs Italy | (18) | (7) |
| Management fee | - | (74) |
| EBITDA Operations | 416 | 413 |
| HQ cost and adm. cost | (186) | (277) |
| Non recurring | (22) | (124) |
| EBITDA | 209 | 13 |
| Net profit | (256) | (356) |
| Quarterly yield solar parks 1 | 2.21% | 2.78% |
| Total Assets | 22 307 | 20 726 |
| Equity (%) Net interest bearing debt |
27% 12 841 |
41% 10 005 |
| Earnings per share (EUR) 2 | (0.01) | (0.01) |
| Stock price end of quarter (NOK) | 0.73 | 2.86 |
| 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
In Q1 2018 Aega ASA had on average 7.2MWp installed capacity compared to 6MWp in Q1 2017. This should be taken into consideration when comparing the quarters.
Total revenues in Q1 2018 were EUR 553k compared to EUR 567k in the same period last year. The total power production was 1 541MWh, which is 7.9 per cent blow the seasonally adjusted base case production of 1 671MWh.
Cost of operations in Q1 2018 were EUR 119k compared to EUR 72k in the same period last year. The reason for the increase is that the company managed two more solar parks in Q1 2018 compared to Q1 2017. Going forward the company aims to have a cost of operations of roughly EUR 100k per quarter assuming a portfolio of 8MWp or EUR 50k/MWp/year. The company's non-recurring costs/income where negative EUR 22k due to transaction cost related to the purchase of Solar Park Luino S.r.l.
Financial cost was negative EUR 187k in Q1 2018, compared to negative EUR 99k in Q1 2017. Pre-tax profit was negative EUR 293k in Q1 2018 and the tax gain was EUR 37k, resulting in a net loss of EUR 256k in the quarter compared to a loss of EUR 356k in Q1 2017.
Earnings per share (EPS) was a loss of EUR 0.01 in Q1 2017, compared to a loss of EUR 0.01 per share in the same period last year.
The assets on the balance sheet consist of the portfolio of eight individual solar parks in Italy, one receivables mainly towards the GSE, VAT credits 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 (SPVs), and each company has separate loan financing (ring fenced).
The company had cash and short term deposits of EUR 1 286k at the end of Q1 2018 compared to EUR 717k at the beginning of the quarter.
AEGA PORTFOLIO AS OF Q1 2018
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 |
| 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 | Q1 2018 | Q1 2017 | FY 2017 |
|---|---|---|---|---|
| Feed-In Tariff revenue | 1, 6 | 430 618 | 472 670 | 2 672 196 |
| Sales of electricity | 1, 6 | 84 259 | 94 235 | 483 665 |
| Other revenue | 38 209 | - | 37 605 | |
| Revenues | 1, 6 | 553 086 | 566 905 | 3 193 466 |
| Cost of operations | 2 | (119 223) | (72 343) | (297 083) |
| Sales, general and administration expenses | 2 | (203 587) | (357 895) | (1 403 530) |
| Acquisition and transaction costs | 2 | (21 763) | (123 784) | (2 156 307) |
| EBITDA | 208 513 | 12 883 | (663 454) | |
| Depreciation, amortizations and write downs | 3 | (352 055) | (303 000) | (1 279 463) |
| Other Operating profit before OGL (EBIT) | (143 542) | (290 117) | (1 942 918) | |
| Finance income | 50 | 4 026 | 7 824 | |
| Finance costs | 9 | (161 175) | (99 492) | (644 986) |
| Mark to market adjustment derivatives | 9 | 14 033 | 7 996 | 145 890 |
| Net foreign exchange gain/(losses) | (2 748) | (461) | 77 725 | |
| Profit before income tax | (293 382) | (378 048) | (2 356 465) | |
| Income tax gain/(expense) | 37 026 | 21 833 | (204 653) | |
| Profit/(loss) for the period | (256 356) | (356 216) | (2 561 118) | |
| Other comprehensive income | ||||
| Currency translation differences | 38 638 | 49 004 | (80 355) | |
| Other comprehensive income net of tax | 38 638 | 49 004 | (80 355) | |
| Total comprehensive income | (217 719) | (307 212) | (2 641 473) | |
| Profit for the period attributable to: | ||||
| Equity holders of the parent company | (256 356) | (356 216) | (2 561 118) | |
| Total comprehensive income attributable to: | ||||
| Equity holders of the parent company | (217 719) | (307 212) | (2 641 473) | |
| Earnings per share | (0.01) | (0.01) | (0.06) | |
| Avg. no of shares | 10 | 43 533 876 | 42 489 081 | 43 533 876 |
Balance sheet
| (EUR) | Note | 31 Mar 2018 | 31 Dec 2017 |
|---|---|---|---|
| ASSETS | |||
| Property, plant and equipment | 3 | 18 820 603 | 16 731 740 |
| Intangibles and DTA | 423 512 | 398 239 | |
| Goodwill | - | - | |
| Other long term assets | - | 200 000 | |
| Non-current assets | 19 244 115 | 17 329 979 | |
| Receivables | 8 | 949 191 | 1 492 902 |
| Other current assets | 8 | 828 235 | 768 032 |
| Cash and short term deposits | 5 | 1 285 518 | 717 030 |
| Current assets | 3 062 944 | 2 977 964 | |
| TOTAL ASSETS | 22 307 059 | 20 307 943 | |
| EQUITY AND LIABILITIES | |||
| Share capital | 10 | 4 842 179 | 4 842 179 |
| Share premium | 10 | 8 208 942 | 8 208 942 |
| Paid in capital | 13 051 121 | 13 051 121 | |
| Accumulated profit & loss | (7 330 325) | (7 073 968) | |
| Other equity | - | - | |
| Foreign Currency translation reserve | 291 067 | 252 429 | |
| Other equity | (7 039 258) | (6 821 539) | |
| Total equity | 6 011 863 | 6 229 582 | |
| Long term loans | 9 | 4 726 544 | 2 933 328 |
| Leasing | 9 | 8 114 629 | 8 274 430 |
| Other long term debt | 9 | - | - |
| Total non-current liabilities | 12 841 173 | 11 207 758 | |
| Trade payables and other payables | 1 015 613 | 1 120 794 | |
| Short term financing - interest bearing | 7, 9 | 1 655 928 | 1 052 174 |
| Derivative financial instruments | 782 482 | 697 635 | |
| Other current liabilities | - | - | |
| Total current liabilities | 3 454 023 | 2 870 603 | |
| Total liabilities | 16 295 196 | 14 078 361 | |
| TOTAL EQUITY AND LIABILITIES | 22 307 059 | 20 307 943 |
Oslo, 31 May 2018
Halldor Christen Tjoflaat Chair
Nils Petter Skaset Director
Kathrine Breistøl Director
Kristine Larneng Director
Markus H Enge CEO
Cash flow
| (EUR) | Note | Q1 2018 | Q1 2017 | 2017 |
|---|---|---|---|---|
| Ordinary profit before tax | (293 382) | (378 048) | (2 356 465) | |
| Paid income taxes | - | - | (9 675) | |
| Depreciation | 3 | 352 055 | 303 000 | 1 279 463 |
| Write down | - | - | - | |
| Changes in trade receivables and trade payable | 438 530 | (135 302) | 102 473 | |
| Changes in other accruals | 213 423 | 162 166 | 10 229 | |
| Cash flow from operations | 710 626 | (48 184) | (973 975) | |
| Acquisition net of cash acquired | (264 392) | (665 336) | (854 640) | |
| Cash flow from investments | (264 392) | (665 336) | (854 640) | |
| Proceeds from issue of share capital Dividends or shareholder distributions |
- - |
1 636 072 - |
2 732 291 - |
|
| Proceed from loan | 424 568 | - | - | |
| Repayment of loans | (340 952) | (197 429) | (874 712) | |
| Cash flow from financing | 83 615 | 1 438 643 | 1 857 579 | |
| Cash at beginning of period | 717 030 | 688 066 | 688 066 | |
| Net currency translation effect | 38 638 | 49 004 | - | |
| Net increase/(decrease) in cash and cash equivalents | 529 850 | 725 123 | 28 964 | |
| Cash at end of period | 1 285 517 | 1 462 192 | 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 | - | - | (256 356) | - | (256 356) |
| Other comprehensive income | - | - | - | 38 638 | 38 638 |
| Equity 31 March 2018 | 4 842 179 | 8 208 942 | (7 330 324) | 291 067 | 6 011 863 |
| (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, and was founded on 28 April 2014. Aega ASA owns and operates eight 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.
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 annual report of 2017 for a full overview of the accounting principles applied by Aega ASA.
Key risk factors
There has not been any significant change in the risk exposures or the risks and uncertainties described in the Q1 report compared to those described in the Annual report.
Note 3: Property plant and equipment
| Q1 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 |
| Additions | - | - | - | - | - | - | 2 340 731 | - | 2 340 731 |
| Depreciation | (32 641) | (43 281) | (111 863) | (32 083) | (63 708) | (48 471) | (15 433) | - | (347 480) |
| Value at 31 March 2018 | 1 682 722 | 2 222 274 | 5 639 328 | 1 430 755 | 2 528 989 | 2 719 553 | 2 325 298 | 271 683 | 18 820 603 |
| 2017 | Photo-Volt | Piano | |||||||
| (EUR) | One Srl | DT Srl Collesanto Srl | JER-12 Srl | 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 over the feed-in tariff period of 20 years.
Note 2: Operational cost breakdown
| (EUR) | Q1 2018 | Q1 2017 | FY 2017 |
|---|---|---|---|
| Revenues | 553 086 | 566 905 | 3 193 466 |
| Cost of operations | (119 223) | (72 343) | (297 083) |
| Land rent | - | - | - |
| Insurance | (16 985) | (17 749) | (42 860) |
| Operation & Maintenance | (5 717) | (32 597) | (113 772) |
| Other operations costs | (96 521) | (21 997) | (140 452) |
| Sales, General & Administration | (203 587) | (357 895) | (1 403 530) |
| Accounting, audit & legal fees | (35 225) | (52 311) | (149 632) |
| IMU tax | (4 170) | (660) | (10 771) |
| AEGA Solar management fee | - | (74 327) | (140 000) |
| Other administrative costs | (164 192) | (230 598) | (1 103 127) |
| Acquisition & financing cost | (21 763) | (123 784) | (2 156 307) |
| Acquisition transaction costs | (12 689) | (119 960) | (1 958 274) |
| Funding & IPO costs | (3 676) | (629) | (198 033) |
| Other non-recurring items | (5 398) | (3 195) | - |
| EBITDA | 208 513 | 12 883 | (663 454) |
Note 4: Group structure 1
SPV structure minimizes financial and operational risk
Note 5: Cash and cash equivalents
| (EUR) | Q1 2018 | 2017 |
|---|---|---|
| Cash Norway | 56 296 | 48 838 |
| Cash Italy | 1 029 222 | 468 192 |
| Restricted cash Italy | 200 000 | 200 000 |
| Total cash | 1 285 518 | 717 030 |
Note 6: Power production
| Power production kWh | Q1 2018 | YTD 2018 | Q4 2017 | Q3 2017 | Q2 2017 | Q1 2017 | YTD 2017 |
|---|---|---|---|---|---|---|---|
| Photo-Volt One S.r.l | 248 827 | 248 827 | 236 126 | 462 742 | 465 450 | 284 699 | 1 449 017 |
| DT S.r.l | 228 774 | 228 774 | 240 376 | 446 577 | 451 307 | 289 792 | 1 428 052 |
| Collesanto S.r.l | 417 907 | 417 907 | 490 266 | 932 985 | 942 200 | 596 726 | 2 962 177 |
| JER-12 S.r.l | 208 721 | 208 721 | 205 020 | 465 538 | 464 401 | 268 165 | 1 403 124 |
| Piano Mulino S.r.l | 223 609 | 223 609 | 244 274 | 469 790 | 467 523 | 261 544 | 1 443 131 |
| Casale S.r.l | 145 536 | 145 536 | 197 051 | 412 515 | 303 579 | - | 913 145 |
| Solar Park Luino S.r.l | 67 184 | 67 184 | - | - | - | - | - |
| Total | 1 540 558 | 1 540 558 | 1 613 113 | 3 190 147 | 3 094 460 | 1 700 927 | 9 598 647 |
| Base Case 1 Power production kWh |
Q1 2018 | YTD 2018 | Q4 2017 | Q3 2017 | Q2 2017 | Q1 2017 | YTD 2017 |
| Photo-Volt One S.r.l | 176 731 | 176 731 | 172 622 | 448 245 | 393 679 | 177 619 | 1 192 165 |
| DT S.r.l | 254 039 | 254 039 | 221 332 | 425 038 | 411 942 | 255 317 | 1 313 629 |
| Collesanto S.r.l | 555 826 | 555 826 | 463 751 | 897 600 | 854 632 | 558 620 | 2 774 603 |
| JER-12 S.r.l | 148 788 | 148 788 | 160 486 | 427 351 | 425 701 | 149 536 | 1 163 074 |
| Piano Mulino S.r.l | 242 469 | 242 469 | 219 635 | 436 266 | 438 125 | 243 688 | 1 337 714 |
| Casale S.r.l | 223 588 | 223 588 | 181 400 | 400 600 | 293 900 | - | 875 900 |
| Solar Park Luino S.r.l | 70 393 | 70 393 | - | - | - | - | - |
| Total | 1 671 834 | 1 671 834 | 1 419 226 | 3 035 100 | 2 817 979 | 1 384 780 | 8 657 085 |
1 Base case: Historic seasonally adjusted production when acquired. The company estimates that the production is reduced by 0.5 per cent yearly due to degradation of the solar PV modules.
Note 7: Related party transactions
To secure financing for the Solar Park Luino, Aega has entered into a loan agreement where 21 current shareholders have committed to lend a total of NOK 4 million to the Company, at an interest rate of eight percent per annum. Three primary insiders are participating in the shareholder loan, either in person or through their limited companies, including chairman Halldor Christen Tjoflaat (NOK 100 000), board members Nils Petter Skaset (NOK 350 000) and Kathrine Breistøl (NOK 250 000)
Aega has proposed to the annual general assembly (AGM) to decide if the shareholder loan, including interest rate of eight percent per annum, should be refinanced or converted to shares in Aega at a conversion rate of NOK 1 per share. If the AGM votes against converting the shareholder loan into shares in Aega, the loan will mature with immediate effect and trigger an additional interest rate compensation of ten percent to the lenders.
The shareholder loan is secured against the shares of Aega Yieldco AS, a wholly owned subsidiary of Aega ASA. The loan has been arranged by the company and no commission will be paid to any external third party facilitator.
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.
| (EUR) | 31 Mar 2018 | 31 Dec 2017 |
|---|---|---|
| Trade receivables | 894 869 | 1 409 423 |
| Tax Outstanding and VAT | 791 714 | 768 032 |
| Other current assets | - | - |
| Receivables financial instruments | 1 686 583 | 2 177 455 |
| Prepayments | 54 322 | 83 479 |
| Receivables | 1 740 905 | 2 260 934 |
Note 9: Financing overview
| Financial liabilities | 31 Mar 2018 | 2017 | |
|---|---|---|---|
| Secured long term loans | 4 726 544 | 2 933 328 | |
| Obligations under finance leases | 8 114 629 | 8 274 430 | |
| Trade and other payables | 1 015 613 | 1 120 794 | |
| Current leasing or loans | 1 655 928 | 1 052 174 | |
| Derivative financial instruments 1 | 782 482 | 697 635 | |
| Total | 16 295 196 | 14 078 361 | |
| Total current | 3 454 023 | 2 870 603 | |
| Total non-current | 12 841 173 | 11 207 758 | |
| Financal costs | Q1 2018 | Q1 2017 | 2017 |
| Interest paid on leasing | 108 540 | 53 203 | 393 575 |
| Interst paid on project finances | 42 790 | 46 974 | 251 411 |
| Other financial cost | 9 845 | (686) | - |
| Total finance costs | 161 175 | 99 492 | 644 986 |
1 The derivatives financial instruments are interest swap agreements entered to fix the interest rate. Aega ASA has a swap agreement attached to each of the solar power plants, except for two. The swap agreements are marked to market.
Note 10: Shares and shareholder information
| 31 Mar 2018 | |
|---|---|
| AEGA ASA Shares | 43 882 141 |
| Aega ASA warrants | 2 000 000 |
| 31 Dec 2017 | |
| AEGA ASA Shares | 43 882 141 |
| Aega ASA warrants | 2 000 000 |
Warrants:
The warrants are freely tradable non-listed warrants, which each entitles the holder to subscribe for one share in Aega for an exercise price of NOK 3.10 per share. The exercise price for each warrant are adjusted downwards on a NOKfor-NOK basis by any dividend per share paid by Aega in excess of an annual dividend of 7 per cent of NOK 3.10 in the period from 31 January 2017 until the exercise of the warrant.
The Warrants are exercisable during exercise periods lasting for four weeks from the date of publication of Aega's annual financial statements for the financial years 2017, 2018, 2019 and 2020, provided, however, that the last exercise period shall end no later than 30 June 2021. Any unexercised Warrants will expire without any compensation to Solex on 30 June 2021.
Largest 20 shareholders as of 31 March 2018:
| Shareholders | Shares | Percentage |
|---|---|---|
| BEARHILL INC AS | 3 359 034 | 7.7% |
| SOLEX AS | 2 162 365 | 4.9% |
| HARALDSEN THORVALD MORRIS | 1 627 119 | 3.7% |
| SÆTREMYR TORE | 1 277 694 | 2.9% |
| LJM AS | 1 134 890 | 2.6% |
| MOGER INVEST AS | 1 134 890 | 2.6% |
| AFT DEVELOPMENT AS | 1 060 447 | 2.4% |
| MORO AS | 933 667 | 2.1% |
| JAN STEINAR NEREM | 919 724 | 2.1% |
| VESAAS OLAV | 877 141 | 2.0% |
| PENTHOUSE MIRADORES AS | 761 884 | 1.7% |
| SØLAND TORSTEIN | 668 890 | 1.5% |
| STRØM-RASMUSSEN FINN | 666 667 | 1.5% |
| JAN P HARTO AS | 599 524 | 1.4% |
| RACCOLTA AS | 595 840 | 1.4% |
| CLEAR THOUGHT AS | 551 833 | 1.3% |
| BETONGCONSULT EIENDOM AS | 551 277 | 1.3% |
| NYGÅRD ROALD ARNOLD | 539 319 | 1.2% |
| VIA GLORIA AS | 500 000 | 1.1% |
| FIN SERCK-HANSSEN | 459 917 | 1.0% |
| Total 20 largest shareholders | 20 382 122 | 46.4% |
| 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. Italian tax authorities have claimed repayment from the group of approximately EUR 1 200k. The group has disputed the claim in court and won in the first instance court. The Italian tax authorities have appealed, If the outcome should be unfavorable, the group's view is that any liability deriving from 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) due tax is from the period before AGEA purchased the assets and the warrants in the purchase agreements put any tax claims prior to the acquisition on the seller solely. The company has so far deemed it necessary to pay installments on the tax claim until the ruling is made, so far the group has paid about EUR 60k related to this case.
Note 12: Subsequent events
Nothing to note.
Investor contact
Markus H Enge
Chief Executive Officer
Mobile: +47 40064820 E-mail: [email protected]
Aega ASA Thunes vei 2 N-0274 Oslo Norway
Web: www.aega.no