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Nordic Financials ASA Interim / Quarterly Report 2019
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Interim / Quarterly Report
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Aega ASA Q1 REPORT – 2019
Contents
| About Aega | ||
|---|---|---|
| CEO Letter | 4 | |
| First quarter report | 5 | |
| First quarter in brief | ||
| Highlights from the reporting period | 5 | |
| Financial review | 5 | |
| Portfolio held for sale | 6 | |
| Financial statement | 8 | |
| Profit and loss | 9 | |
| Balance sheet | 10 | |
| Cash flow | 11 | |
| Change in equity | 12 | |
| Notes | 13 | |
| Note 1: | Summary of significant accounting policies | 13 |
| Note 2: | Breakdown of operational costs | 13 |
| Note 3: | Breakdown assets and liabilities in discontinued business | 13 |
| Note 4: | Group structure | 14 |
| Note 5: | Cash and cash equivalents | 14 |
| Note 6: | Power generation | 14 |
| Note 7: | Shares and shareholder information | 15 |
| Note 8: | Tax issues | 15 |
| Note 9: | Profit and loss statement | 16 |
| Note 10: Subsequent events | 16 | |
| Investor contact | 17 |
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 10GWh per year. The company has signed an agreement to sell the solar parks. 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).
CEO Letter
Aega ASA (the "Company" or "Aega") announced on 9 May 2019 that it has agreed (the "transaction") to sell all its solar power plants to Italia T1 Roncolo S.r.l (the Buyer), a subsidiary of Mareccio Energia ("Mareccio"). On 24 May 2019 the agreement has been approved by the investment committee of the Buyer and the board of directors of Aega ASA, and formally signed by both parties.
Due to the transaction, the accounts are presented in accordance with IFRS 5, hence the continued business (Aega ASA, Aega Management AS and Aega Yieldco) are the only companies included in the profit and loss of continued business , while discontinued business (that will be transferred to the Buyer through the expected transaction), is presented on a separate line as "Profit/loss from discontinued business".
The agreement involves a takeover by Mareccio of all of Aega's Italian subsidiary companies and their respective solar power plants. A total of eight solar power plants in Italy, with a combined production capacity of 8 MW, are part of the transaction.
The purchase price is EUR 22.6 million on an enterprise value basis, corresponding to an equity value of EUR 10.6 million, subject to certain adjustments done before and after closing. The equity value of EUR 10.6 million is the value equivalent of approximately NOK 2.10 per share in Aega.
The cash consideration of EUR 10.6 million represents an increase of approximately 58 percent compared to Aega's purchase price for the same solar parks, without taking inflation into account. Furthermore, the eight solar parks have historically generated a positive cash flow for Aega of approximately EUR 2.0 million.
Proposed extraordinary dividend payment
In the second quarter 2018 report, Aega's board of directors announced two new key objectives for the Company:
-
- Be in a position to reinstate dividends before the annual general meeting in 2019
-
- Use the structure already in place and try to grow opportunities.
"With the sale of our eight solar parks in Italy we are delivering on the second objective. Should the transaction with Mareccio be completed as planned, the board of directors will propose to the shareholders that the board is authorized to distribute an extraordinary dividend of up to NOK 0.20 per share. The board remains committed to delivering on our first objective of reinstating dividends." says Halldor Christen Tjoflaat, chair of Aega ASA.
Parties to the transactions, transaction structure
The transaction is structured as a quota purchase agreement between the Company and its subsidiary Aega Yieldco AS as seller and a subsidiary of Mareccio, Italia T1 Roncolo S.r.l, as buyer. Aega will transfer its quota in all its Italian subsidiaries.
Final closing is pending the approval of change of control by the financial institutions providing the senior debt.
Consideration and settlement model
The purchase price is EUR 10.6 million, subject to a leakage adjustment from 30 June 2018 and an interest calculation from 1 April 2019 until closing. Of the purchase price, EUR 150 000 will be held back in general escrow and EUR 400 000 is locked in an escrow specifically connected to the outcome of a specific tax litigation (see note 10 in Aega's 4Q 2018 financial report for details).
Based on 2Q 2018 financials that were the basis for the price calculation, the transaction value is equivalent to approximately NOK 2.10 per share. However, the final payment will be somewhat lower due to leakage adjustments, but this will be partly offset by interest payments from the buyer to Aega for the period from 1 April 2019 until closing of the agreement.
The Company has given warranties which are in line with market practice for similar transactions.
Accounting effects
Since a binding quota sales agreement was signed on 24 May 2019 the Italian subsidiaries are all classified in the accounting as discontinued business. The only remaining business will then be the activity in Aega ASA, Aega Yieldco AS and Aega Management AS. The cost here is mainly for the board, the two employees and basic cost for running the Italian operation.
If the transaction is completed, Aega preliminary assessment is that it will book an accounting gain of approximately EUR 2.5-3.0 million, depending on the exact timing of closing and final purchase price calculations.
Timetable
The transaction is subject to approval from the financing institutions of Aega. The approval process will commence immediately. All approvals are expected within the third quarter of 2019.
The business to which the transaction applies
The quota purchase agreement includes the sale of the following of Aega's subsidiary companies, containing one solar park each: Photo-Volt One Srl, DT Srl, JER-12 Srl, Piano Mulino Srl, Casale Srl and Solar Park Luino Srl, as well as Collesanto Srl holding two parks. The entities in question do not have any employees.
Please see attached document for certain key consolidated financial figures for the entities that are part of the transaction.
Significance of the transaction for Aega
If completed, Aega will no longer own any solar plants. However, Aega will retain its executive management, employees, board of directors and Norwegian company structure. The Company has already started due diligence on several solar parks in Italy with an objective of acquiring them soon after closing of the transaction. Aega will continue to search for smaller solar power plants in the range between 1 and 5 MWp and consolidate it into a larger portfolio. The board of directors has concluded that the strategy of the Company stays firm and that this transaction demonstrates the value of the infrastructure and experience of the team.
Markus H Enge Chief Executive Officer
First quarter report
FIRST QUARTER IN BRIEF
- Q1 in Italy had extremely high solar irradiation compared to previous years. For the quarter the solar irradiation in northern Italy was high above the historic average, resulting in an output 32.5 per cent above budget and 42.6 per cent above the same period of last year when adjusted for installed capacity. Opex for the discontinued business was below budget mainly due to renegotiations of O&M contracts done in 2018.
- The good solar irradiation in Q1 gave an improvement in the financial results year on year. The net profit for the continued and discontinued business for the quarter was loss of 15 000 compared to a loss of 256 000 one year previous. For the continued business the net result was a loss of 218 000 compared to a loss of 199 000 in Q1 2018. Mainly due to extraordinary costs related to the transaction mentioned in the CEO letter.
- Aega agreed to sell its Italian solar assets, see CEO letter for further information.
- As reported in previous quarters two of Aega's subsidiaries had been involved in a tax case against the Italian tax office. The SPV's now won in the second instance, as it did in the first instance for one income year and tax office has not appealed other income years. The tax office might appeal the ruling to the supreme court before the end of Q2 2019.
HIGHLIGHTS FROM THE REPORTING PERIOD Operations
Output was 32.5 per cent above seasonally adjusted base-case generation at 31 March 2019 owing to high irradiation in 2019 and close to zero downtime. Revenues for discontinued operations were 32 per cent above budget. The market price for electricity has been at an average of EUR 59 per MWh versus the budgeted level of EUR 50 per MWh.
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. At the present Aega has started due diligence on two 1 MWp solar parks and have another 10MWp in immediate pipeline.
FINANCIAL REVIEW
Aega ASA had an average installed capacity of 7.8MWp in the first quarter of 2019, compared with 7.2 MWp in the same period of last year. This should be taken into consideration when comparing the discontinued business between the quarters.
Total revenues for the continued business was zero in the quarter as it was in Q1 2019. The discontinued operations had revenues of 843 000 in the first quarter of 2019, compared with EUR 553 000 in the same period of last year. Total power generation was 2 306MWh, up by 32.5 per cent from seasonally adjusted base-case output of 1 740MWh.
Operating costs for the continued business was 0 as it was in the same quarter of last year. For the discontinued business the first quarter of 2019 were EUR 45 000, compared with EUR 120 000 in the same period of last year. The large reduction is due to improvement cost booked in 2018 but also renegotiation of operational contracts done in 2018.
The company's non-recurring expenses came to EUR 42 000 in the first quarter this is mainly related to the sale process of the Italian portfolio.
The balance sheet assets in the continued business is quite limited, mainly cash and some payables. The assets held for sale comprise of 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).
PORTFOLIO HELD FOR SALE
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 |
Financial statement
Please note that all of Aega's Italian subsidiaries are classified as discontinued business, due to the sale agreement signed 24 May 2019. The continued business consists of Aega ASA, Aega Yieldco AS and Aega Management AS, mainly the Board of directors, two employees, infrastructure to manage solar power plants and pipeline of new investment possibilities. In the Profit and loss, balance sheet etc. we have separated out the discontinued business also for previous reporting periods.
| Profit and loss | |
|---|---|
| Balance sheet | 10 |
| Cash flow | 11 |
| Change in equity | 12 |
| Notes | 13 |
| Note 1: Summary of significant accounting policies | 13 |
| Note 2: Breakdown of operational costs | 13 |
| Note 3: Breakdown assets and liabilities in discontinued business | 13 |
| Note 4: Group structure | 14 |
| Note 5: Cash and cash equivalents | 14 |
| Note 6: Power generation | 14 |
| Note 7: Shares and shareholder information | 15 |
| Note 8: Tax issues | 15 |
| Note 9: Profit and loss statement | 16 |
| Note 10: Subsequent events | 16 |
Profit and loss
Continued operations
| (EUR) | Note | Q1 2019 | Q1 2018 | FY 2018 |
|---|---|---|---|---|
| Feed-In tariff revenue | 2, 6 | - | - | - |
| Sales of electricity | 2, 6 | - | - | - |
| Other revenue | 2, 6 | - | - | 500 |
| Revenues | 2, 6 | - | - | 500 |
| Operating costs | 2 | - | - | - |
| Sales, general and administrative expenses | 2 | (165 869) | (165 162) | (563 183) |
| Acquisition and transaction costs | 2 | (41 991) | (21 763) | (129 678) |
| EBITDA | (207 860) | (186 925) | (692 361) | |
| Depreciation, amortisations and write downs | 2 | - | - | (190) |
| Other operating profit before OGL (EBIT) | (207 860) | (186 925) | (692 551) | |
| Finance income | 27 | 50 | 290 | |
| Finance costs | - | (9 845) | (11 096) | |
| Mark to market adjustment derivatives | - | - | - | |
| Net foreign exchange gain/(losses) | (10 372) | (2 748) | (14 040) | |
| Profit before income tax | (218 205) | (199 469) | (717 397) | |
| Income tax gain/(expense) | 8 | - | - | - |
| Profit/(loss) Continued operations | (218 205) | (199 469) | (717 397) | |
| Discontinued operations (EUR) |
Note | Q1 2019 | Q1 2018 | FY 2018 |
| Profit/loss from discontinued operations | 2, 10 | 202 905 | (56 887) | 560 565 |
| Profit/loss for the period | (15 301) | (256 356) | (156 832) | |
| Other comprehensive income | ||||
| (EUR) | Note | Q1 2019 | Q1 2018 | FY 2018 |
| Currency translation differences | (162 836) | 38 638 | 301 926 | |
|---|---|---|---|---|
| Other comprehensive income net of tax | (162 836) | 38 638 | 301 926 | |
| Total comprehensive income | (178 137) | (217 718) | 145 094 | |
| Profit for the period attributable to: | ||||
| Equity holders of the parent company | (178 137) | (217 718) | 145 094 | |
| Total comprehensive income attributable to: | ||||
| Equity holders of the parent company | (178 137) | (217 719) | 145 094 | |
| Earnings per share | (0.004) | (0.005) | 0.003 | |
| Avgerage no of shares | 7 | 47 975 949 | 43 533 876 | 46 090 037 |
Balance sheet
| (EUR) | Note | 31 Mar 2019 | 31 Dec 2018 |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | - | - | |
| Receivables | 28 283 | (504) | |
| Other current assets | - | - | |
| Cash and short-term deposits | 5 | 84 731 | 60 088 |
| Assets held for sale | 3 | 21 285 727 | 21 709 116 |
| Current assets | 21 398 741 | 21 768 699 | |
| TOTAL ASSETS | 21 398 741 | 21 768 699 | |
| EQUITY AND LIABILITIES | |||
| Share capital | 7 | 5 255 029 | 5 255 029 |
| Share premium | 7 | 8 208 942 | 8 208 942 |
| Paid-in capital | 13 463 970 | 13 463 970 | |
| Accumulated profit and loss | (7 054 159) | (6 897 327) | |
| Other equity | (19 809) | (19 809) | |
| Foreign currency translation reserve | 391 519 | 554 355 | |
| Other equity | (6 682 449) | (6 362 781) | |
| Total equity | 6 781 521 | 7 101 189 | |
| Total non-current liabilities | - | - | |
| Trade payables and other payables | 174 788 | 104 802 | |
| Other current liabilities | 2 316 | 1 568 | |
| Liabilities held for sale | 3 | 14 440 116 | 14 561 141 |
| Total current liabilities | 14 617 220 | 14 667 511 | |
| Total liabilities | 14 617 220 | 14 667 511 | |
| TOTAL EQUITY AND LIABILITIES | 21 398 741 | 21 768 700 |
Oslo, 31 March 2019
Halldor Christen Tjoflaat Chair
Nils Petter Skaset Director
Kathrine Breistøl Director
Kristine Larneng Director
Markus H Enge Chief Executive Officer
Cash flow
| (EUR) | Note | Q1 2019 | Q1 2018 | 2018 |
|---|---|---|---|---|
| Profit before tax continued business | 2 | (218 205) | (199 469) | (717 397) |
| Ordinary profit before tax | 2 | 199 576 | (93 913) | 878 134 |
| Paid income taxes | - | - | - | |
| Depreciation | 428 167 | 352 055 | 1 361 009 | |
| Write down | - | - | - | |
| Changes in trade receivables and payables | (194 520) | 438 530 | (441 806) | |
| Changes in other accruals | (197 891) | 213 423 | 406 234 | |
| Cash flow from operations | 17 128 | 710 626 | 1 486 174 | |
| Acquisition net of cash acquired | - | (264 392) | (260 108) | |
| Cash flow from investments | - | (264 392) | (260 108) | |
| Proceeds from issue of share capital Dividends or shareholder distributions |
- - |
- - |
385 049 - |
|
| Proceed from loan | - | 424 568 | - | |
| Repayment of loans | (175 181) | (340 952) | (1 152 174) | |
| Cash flow from financing | (175 181) | 83 615 | (767 125) | |
| Cash at beginning of period | 1 175 971 | 717 030 | 717 030 | |
| Net currency translation effect | (162 836) | 38 638 | - | |
| Net increase/(decrease) in cash and cash equivalents | (158 053) | 529 850 | 458 941 | |
| Locked cash | 200 000 | 200 000 | 200 000 | |
| Cash at end of period | 855 081 | 1 085 517 | 975 971 |
Change in equity
| (EUR) | Share capital |
Share premium fund |
Other equity |
Foreign currency translation reserve |
Total equity |
|---|---|---|---|---|---|
| Equity 2018 | 5 255 029 | 8 208 942 | (6 917 136) | 554 355 | 7 101 189 |
| Profit (loss) after tax | - | - | (156 832) | - | (156 832) |
| Other comprehensive income | - | - | - | (162 836) | (162 836) |
| Equity 31 Mar 2019 | 5 255 029 | 8 208 942 | (7 073 968) | 391 518 | 6 781 521 |
| (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 |
| Loan conversion | 432 082 | - | - | - | 432 082 |
| Other comprehensive income | - | - | - | 301 926 | 301 926 |
| Profit (loss) after tax | - | - | 156 832 | - | 156 832 |
| Own shares acquired | (19 233) | - | - | - | (19 233) |
| Equity 31 Dec 2018 | 5 255 029 | 8 208 942 | (6 917 136) | 554 355 | 7 101 189 |
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 which Aega agreed to sell in May 2019, and its business is to invest in photovoltaic power plants in Italy.
Basis for preparing the interim financial statements
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 2018 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 first quarter report, compared with those described in the annual report.
Note 2: Breakdown of operational costs
Continued business
| (EUR) | Q1 2019 | Q1 2018 |
|---|---|---|
| Revenues | - | - |
| Operating costs | - | - |
| Land rent | - | - |
| Insurance | - | - |
| Operation and maintenance | - | - |
| Other operating costs | - | - |
| Sales, general & administrative | (165 869) | (163 553) |
| Commercial management | - | - |
| Accounting, audit and legal fees | (25 666) | (35 225) |
| IMU tax | - | - |
| AEGA Solar management fee | - | - |
| Other administrative costs | (140 203) | (128 328) |
| Acquisition and financing cost | (41 991) | (16 365) |
| Acquisition transaction costs | (41 991) | (12 689) |
| Funding and IPO costs | - | (3 676) |
| Other non-recurring items | - | - |
| EBITDA | (207 860) | (179 918) |
Discontinued business
| (EUR) | Q1 2019 | Q1 2018 |
|---|---|---|
| Revenues | 843 303 | 553 086 |
| Operating costs | (44 840) | (119 223) |
| Land rent | - | - |
| Insurance | 1 828 | (16 985) |
| Operation and maintenance | (62 412) | (5 717) |
| Other operating costs | 15 744 | (96 521) |
| Sales, general & administrative | (31 121) | (40 034) |
| Commercial management | (9 028) | - |
| Accounting, audit and legal fees | (13 844) | - |
| IMU tax | - | (4 170) |
| AEGA Solar management fee | - | - |
| Other administrative costs | (17 277) | (35 864) |
| Acquisition and financing cost | - | (5 398) |
| Acquisition transaction costs | - | - |
| Funding and IPO costs | - | - |
| Other non-recurring items | - | (5 398) |
| EBITDA | 767 342 | 388 431 |
Note 3: Breakdown assets and liabilities in discontinued business
Assets held for sale
| (EUR) | 31 Mar 2019 | 31 Dec 2018 |
|---|---|---|
| Property, plant and equipment | 16 987 999 | 17 548 323 |
| Other long-term assets | 200 000 | 200 000 |
| Non-current assets | 17 187 999 | 17 748 323 |
| Receivables | 1 452 023 | 1 227 182 |
| Other current assets | 1 875 355 | 1 817 727 |
| Cash and short-term deposits | 770 350 | 915 883 |
| Current assets | 4 097 729 | 3 960 792 |
| Total assets held for sale | 21 285 727 | 21 709 116 |
Liabilities held for sale
| (EUR) | 31 Mar 2019 | 31 Dec 2018 |
|---|---|---|
| Long-term loans | 4 398 455 | 4 473 595 |
| Leasing | 7 371 631 | 7 471 673 |
| Other long-term debt | 269 632 | 272 961 |
| Total non-current liabilities | 12 039 719 | 12 218 229 |
| Trade payables and other payables | 297 085 | 307 962 |
| Short-term financing - interest-bearing | 1 024 896 | 1 079 682 |
| Derivative financial instruments | 861 672 | 758 484 |
| Other current liabilities | 216 743 | 196 783 |
| Total current liabilities | 2 400 397 | 2 342 912 |
| Total liabilities held for sale | 14 440 116 | 14 561 141 |
| Home Contents About Aega CEO Letter Quarter report Financial statement Contact | 14/17 | ||||||
|---|---|---|---|---|---|---|---|
| -- | -- | -- | -- | -- | -------------------------------------------------------------------------------------------- | -- | ------- |
Note 4: Group structure 1 2
SPV structure minimizes financial and operational risk
2 As mentioned in the CEO letter and subsequent events Aega has agreed to sell Photo-Volt One S.r.l, DT S.r.l, Piano Mulino S.r.l, Solar Park Luino S.r.l, Collesanto S.r.l, Casale S.r.l and JER-12 S.r.l.
Note 5: Cash and cash equivalents
| (EUR) | Q1 2019 | 2018 |
|---|---|---|
| Cash continued operations | 84 731 | 60 088 |
| Cash discontinued operations | 770 350 | 715 883 |
| Locked cash discontinued operations | 200 000 | 200 000 |
| Total cash | 1 055 081 | 975 971 |
Note 6: Power generation
| Power generation kWh | Q1 2019 | Q4 2018 | Q3 2018 | Q2 2018 | Q1 2018 | YTD 2018 |
|---|---|---|---|---|---|---|
| Photo-Volt One S.r.l | 304 806 | 216 743 | 363 569 | 418 322 | 247 651 | 1 551 090 |
| DT S.r.l | 304 776 | 226 957 | 434 028 | 408 750 | 228 824 | 1 603 334 |
| Collesanto S.r.l | 623 607 | 442 454 | 899 205 | 830 621 | 419 672 | 3 215 559 |
| JER-12 S.r.l | 302 542 | 175 196 | 459 157 | 455 358 | 208 667 | 1 600 920 |
| Piano Mulino S.r.l | 294 257 | 200 046 | 458 520 | 423 378 | 228 574 | 1 604 775 |
| Casale S.r.l | 286 054 | 163 997 | 411 960 | 395 760 | 150 168 | 1 407 939 |
| Solar Park Luino S.r.l | 189 773 | 81 114 | 281 699 | 245 807 | 67 184 | 865 577 |
| Total | 2 305 815 | 1 506 508 | 3 308 138 | 3 177 995 | 1 550 739 11 849 194 | |
| Base Case 1 Power generation kWh |
Q1 2019 | Q4 2018 | Q3 2018 | Q2 2018 | Q1 2018 | YTD 2018 |
| Photo-Volt One S.r.l | 175 847 | 172 622 | 448 245 | 393 004 | 176 731 | 1 366 449 |
| DT S.r.l | 252 769 | 221 333 | 425 039 | 411 310 | 254 039 | 1 564 489 |
| Collesanto S.r.l | 553 047 | 463 750 | 897 600 | 853 366 | 555 826 | 3 323 589 |
| JER-12 S.r.l | 148 044 | 160 485 | 427 351 | 425 098 | 148 788 | 1 309 767 |
| Piano Mulino S.r.l | 241 257 | 219 635 | 436 266 | 437 446 | 242 469 | 1 577 072 |
| Casale S.r.l | 222 470 | 180 493 | 398 597 | 417 731 | 223 588 | 1 442 879 |
| Solar Park Luino S.r.l | 146 263 | 140 988 | 280 047 | 280 805 | 70 393 | 918 495 |
| Total | 1 739 697 | 1 559 305 | 3 313 145 | 3 218 759 | 1 671 834 11 502 740 |
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.
Aega ASA Q1 report 2019
Note 7: Shares and shareholder information
| 31 Dec 2019 | |
|---|---|
| Aega ASA Shares | 47 975 949 |
| Aega ASA warrants 1 | 2 000 000 |
| Aega ASA warrants 2 | 400 000 |
| Own shares | 191 332 |
| 31 Dec 2018 | |
| Aega ASA Shares | 47 975 949 |
| Aega ASA warrants 1 | 2 000 000 |
| Aega ASA warrants 2 | 400 000 |
The own shares have been bought because the Board felt the price of the stock was attractive. The Board plans to in the future to cancel own shares.
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 31 March 2019
| Shareholders | Shares | Percentage |
|---|---|---|
| BEARHILL INC AS | 3 359 034 | 7.0% |
| AFT DEVELOPMENT AS | 2 250 152 | 4.7% |
| HARALDSEN THORVALD MORRIS | 1 627 119 | 3.4% |
| LJM AS | 1 441 926 | 3.0% |
| SÆTREMYR TORE | 1 277 694 | 2.7% |
| MOGER INVEST AS | 1 134 890 | 2.4% |
| KOLSTAD AS | 1 075 005 | 2.2% |
| JAN STEINAR NEREM | 1 022 069 | 2.1% |
| MORO AS | 933 667 | 1.9% |
| VESAAS OLAV | 877 141 | 1.8% |
| STRØM-RASMUSSEN FINN | 769 012 | 1.6% |
| PENTHOUSE MIRADORES AS | 761 884 | 1.6% |
| JAN P HARTO AS | 753 042 | 1.6% |
| FIN SERCK-HANSSEN | 715 780 | 1.5% |
| RACCOLTA AS | 698 186 | 1.5% |
| SØLAND TORSTEIN | 668 890 | 1.4% |
| MAGNOLIA SYSTEM AS | 655 357 | 1.4% |
| KÅRE REIDAR JOHASEN | 624 722 | 1.3% |
| GN Power Invest AS | 600 000 | 1.2% |
| C - BY - C AS | 558 208 | 1.2% |
| Total 20 largest shareholders | 21 803 778 | 45.4% |
| Aega ASA outstanding shares | 47 975 949 | 100.0% |
Note 8: 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 1 500 000. The group has disputed this claim in court, and won in the court of first and second instance related to the year 2012. The Italian tax authorities have appealed for the supreme court.
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 120 000 related to this case to the tax authorities.
If the transaction mentioned in the CEO letter is completed an escrow amounting to EUR 550 000 will be held by the Buyer to cover potential future damages.
Note 9: Profit and loss statement
The attached P&L statement shows how the P&L would have been if the sales agreement discussed in the CEO letter was not signed.
| (EUR) | Q1 2019 | Q1 2018 | FY 2018 |
|---|---|---|---|
| Feed-In tariff revenue | 713 216 | 430 618 | 2 679 309 |
| Sales of electricity | 127 889 | 84 259 | 586 332 |
| Other revenue | 2 199 | 38 209 | 14 208 |
| Revenues | 843 303 | 553 086 | 3 279 849 |
| Operating costs | (44 840) | (119 223) | (355 463) |
| Sales, general and administrative expenses | (196 991) | (203 587) | (748 514) |
| Acquisition and transaction costs | (41 991) | (21 763) | (129 868) |
| EBITDA | 559 481 | 208 513 | 2 046 005 |
| Depreciation, amortisations and write downs | (428 167) | (352 055) | (1 361 009) |
| Other operating profit before OGL (EBIT) | 131 314 | (143 542) | 684 996 |
| Finance income | 27 | 50 | 290 |
| Finance costs | (124 177) | (161 175) | (601 257) |
| Mark to market adjustment derivatives | (15 421) | 14 033 | 68 544 |
| Net foreign exchange gain/(losses) | (10 372) | (2 748) | 8 165 |
| Profit before income tax | (18 629) | (293 382) | 160 737 |
| Income tax gain/(expense) | 3 329 | 37 026 | (317 569) |
| Profit/(loss) for the period | (15 300) | (256 356) | (156 832) |
Other comprehensive income
| Currency translation differences | (162 836) | 38 638 | 301 926 |
|---|---|---|---|
| Other comprehensive income net of tax | (162 836) | 38 638 | 301 926 |
| Total comprehensive income | (178 137) | (217 719) | 145 094 |
| Profit for the period attributable to: | |||
| Equity holders of the parent company | (15 300) | (256 356) | (156 832) |
| Total comprehensive income attributable to: | |||
| Equity holders of the parent company | (178 137) | (217 719) | 145 094 |
| Earnings per share | (0.004) | (0.005) | 0.003 |
| Avgerage no of shares | 47 975 949 | 43 533 876 | 46 090 037 |
Note 10: Subsequent events
24 May 2019 – Aega ASA (the "Company" or "Aega") signed an agreement (the "transaction") to sell all its solar power plants to Italia T1 Roncolo S.r.l, a subsidiary of Mareccio Energia ("Mareccio"). The signing of the agreement is formally pending the approval of the board of directors of the seller and the investment committee of the buyer.
The agreement involves a takeover by Mareccio of all of Aega's Italian subsidiary companies and their respective solar power plants. A total of eight solar power plants in Italy, with a combined production capacity of 8 MW, are part of the transaction.
The purchase price is EUR 22.6 million on an enterprise value basis, corresponding to an equity value of EUR 10.6 million, subject to certain adjustments done before and after closing. The equity value of EUR 10.6 million is the value equivalent of approximately NOK 2.10 per share in Aega.
For further information see the CEO letter.
Investor contact
Markus H Enge
Chief Executive Officer
Mobile: +47 40064820 E-mail: [email protected]
Aega ASA Thunes vei 2 N-0274 Oslo Norway
Aega ASA Q1 report 2019