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Nordic Financials ASA Interim / Quarterly Report 2020

Nov 30, 2020

3521_rns_2020-11-30_cd36f957-830e-426c-9f17-5618fe35ebda.pdf

Interim / Quarterly Report

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Aega ASA Q3 REPORT 2020

About Aega3
Quarterly report4
Highlights of the quarter 4
Subsequent events4
Letter from the CEO5
Operational development 6
Financial development6
Outlook 7
Forward-looking statement7
Financial statements 8
Profit and loss9
Balance sheet10
Cash flow11
Change in equity 12
Notes 13

About Aega

Aega ASA is an investment company listed in Oslo on Euronext Expand (formerly Oslo Axess). Aega's main focus is on the Italian solar power market. We acquire and operate smaller existing Italian solar power plants, following strict investment criteria. In addition to being an industrial player we also consider financial investments in the solar and renewable sector.

The company's head offices are in Oslo (NO) and Trento (IT).

Quarterly report

Highlights of the quarter

  • The company had two solar parks during the quarter, total production was 643,290 kwh. 12.8 percent below base case, mainly due to an overheating on the Cori plant resulting in some downtime. Nevertheless, the net financial loss related to the incident is limited due to insurance.
  • During the quarter Aega's main focus has been to optimize Villapiana Fotovoltaico, run Cori and pursue M&A and investment activities. See subsequent events for further details.

Subsequent events

  • Purchase of 6 percent of ownership share in Norsk Solar AS, a fast-growing international integrated solar energy producer.
  • Signed mutually binding offer to acquire two Italian solar parks. Each with 1MW capacity.

Figure 1: Power Generation (kWh)

Letter from the CEO

Aega has gained momentum through the third quarter of 2020 and we expect our efforts to contribute to higher revenues going forward. We are still in a ramp-up period and aim to carry out our solar investment strategy further in the quarters to come.

Important events in this third quarter was the acquisition of the solar park Villapiana on Sardinia with financial effect from July 30. After this closing we spent time and resources to get the park up to Aega-standard. This work was completed in September and our ground crew has done a great job in this regard.

In addition to the Villapiana closing, we have worked intensively with our pipeline of acquisition targets in Italy and put a lot of effort into expanding our investments in the solar value chain. This is done to create and develop Aega as a platform for solar investments, and to secure a sound and healthy strategy that will be beneficial for Aega going forward.

With two operating parks at the end of the quarter, the revenues in Q3 came in at EUR 278,000. This is compared to a EUR 77,000 last year. Aega delivered an EBITDA of EUR 72,900 and a negative result for the period of EUR 82,123.

The level of activity remains strong and as mentioned in subsequent events we have made an investment in the fast-growing international solar company Norsk Solar. This is an investment that will complement our investment portfolio and contribute to further strengthen our position within the solar energy space.

Additionally, we have recently signed mutually binding offers to purchase two solar parks in Italy. Both 1MW parks. If these transactions are completed Aega will have a 4 MW portfolio and a 6 percent stake in Norsk Solar. From an acquisition perspective, 2020 thereby represents one of the most active years in Aega's history.

Our aim is clearly to develop and grow the portfolio further. Near term goals are to keep a high momentum on our M&A activity in Italy to make Aega an even more recognized player in the solar market on both of our home turfs; Italy and Norway.

Best regards, Nils Petter Skaset CEO

[signature]

Operational development

The company had two solar parks during the quarter, total production was 643,290 kwh. This is 12.8 per cent below base case, due to a minor incident at Cori in September that resulted in a net loss of approximately 5,000 Euro (after insurance payout). The incident was caused by a short circuit that resulted in production downtime.

Financial development

In Q3 2019 Aega had zero solar parks, the previous solar parks portfolio was sold with effect from 1 July 2019. In Q3 2019 the sale was booked as other revenue but revised in Q4 2019 to be profit from discontinued operations. The comparative figures for 2019 has been changed to reflect the treatment in the annual report. Aega had 2 solar parks in Q3 2020. When comparing the numbers this should be taken into consideration. Also, the sold parks were first classified as discontinued business during Q3.

Total revenues in the third quarter was EUR 278,000 compared to a EUR 77,000 a year prior. Total power generation in this year's third quarter During the quarter Aega's main focus has been to optimize Villapiana Fotovoltaico, run Cori, develop further pipeline in Italy and to finish the negotiations regarding the investment in Norsk Solar. See subsequent events for further detail.

was 643,290 kWh compared to 0 kWh for the portfolio in Q3 2019.

Operating costs for the business was EUR 17,000 compared to EUR 0 in Q3 2019. The SG&A cost was EUR 175,000 in the third quarter of 2020 compared to EUR 263,000 a year previous. The company's non-recurring expenses came to EUR 12,000 in the third quarter of 2020, related to due diligence work for Villapiana. In the same quarter in 2019, the non-recurring cost was EUR 115,000, mainly related to the sale of the previous solar park portfolio. The balance sheet contains now mainly two solar parks in Italy, cash, and external debt linked to one solar park.

Risks and uncertainties

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. However, after the solar parks were sold in Q3 2019 which has changed the risks somewhat. The previously mentioned currency risk is still in play, even

though it is mitigated as Aega builds a portfolio of assets.

The availability of good solar parks and investment opportunities at attractive prices are becoming more important to the company to be able to secure future returns on capital.

Outlook

The company is currently pursuing several investment opportunities in the Italian solar market. Aega has the team and infrastructure on the ground in Italy to find and operate a solar portfolio up to approximately 15MWp. Aega remain optimistic with regards to its deal flow.

The outbreak of the coronavirus has not had any material effects on the current portfolio of solar parks. However, the restrictions (e.g., travel) following the outbreak have caused delays to due diligences processes and certain other business development activities in Italy.

Forward-looking statement

This report contains statements regarding the future in connection with the company's growth initiatives, profit figures, outlook, strategies and objectives. In particular, the section "Outlook" contains forward-looking statements regarding the company's expectations. All statements regarding the future are subject to inherent risks and

uncertainties, and many factors can lead to actual results and developments deviating substantially from what has been expressed or implied in such statements. These factors include the risk factors related to the company's activities as described in the above section "Risks and Uncertainties".

Financial statements

Aega ASA Q3 report 2020 8

Profit and loss

(EUR) Note Q3 2020 Q3 2019 9M 2020 9M 2019 FY 2019
Feed-In tariff revenue 1,4 238 018 0 485 916 0 62 647
Sales of electricity 1,4 37 105 0 58 023 0 9 479
Other revenue 2 953 77 029 40 723 0 0
Revenues 1,4 278 076 77 029 584 662 0 72 127
Operating costs -17 388 0 -59 329 0 -77 418
Sales, general and administrative expenses -175 479 -263 820 -436 213 -614 510 -701 747
Acquisition and transaction costs -12 309 -115 274 -26 278 -93 617 -144 379
EBITDA 72 900 -302 065 62 842 -708 127 -851 417
Depreciation, amortisations and write downs -125 749 -72 -294 243 0 -90 668
Other operating profit before OGL (EBIT) -52 849 -302 137 -231 400 -708 127 -942 085
Finance income 14 064 1 384 4 094 3 918 0
Finance costs -26 675 35 179 -55 106 0 6 604
Mark to market adjustment derivatives 0 -2 0 0 -16 339
Net foreign exchange gain/(losses) 10 574 -48 815 617 242 -58 435 -64 289
Profit before income tax -54 886 -314 391 334 830 -762 644 -1 016 109
Income tax gain/(expense) -27 237 0 -6 924 0 0
Profit from continuing operations -82 123 -314 391 327 906 -762 644 -1 016 109
Profit from discontinued operation (attributable to
equity holders of the company) 0 3 442 470 0 3 987 606 3 818 462
Profit for the period -82 123 3 128 079 327 906 3 224 962 2 802 353
Other comprehensive income
Currency translation differences 27 763 -519 251 -757 310 -388 566 301 926
Other comprehensive income net of tax 27 763 -519 251 -757 310 -388 566 301 926
Total comprehensive income -54 360 2 608 828 -429 404 2 836 396 -714 183
Profit for the period attributable to:
Equity holders of the parent company -82 123 3 128 079 327 906 3 224 962 2 802 353
Total comprehensive income attributable to:
Equity holders of the parent company -54 360 2 608 828 -429 404 2 836 396 -714 183
Earnings per share 0 0,054 -0,009 0,059 -0,015
Avgerage no of shares 48 375 949 48 020 893 48 375 949 48 126 135 46 090 037

Balance sheet

(EUR) Note 30.9.2020 31.12.2019
ASSETS
Property, plant and equipment 4 932 139 3 436 051
Other long-term assets 372 534 364 245
Non-current assets 5 304 674 3 800 296
Receivables 677 655 515 402
Other current assets 622 680 54 918
Cash and short-term deposits 3 4 919 905 7 304 018
Current assets 6 220 240 7 874 338
TOTAL ASSETS 11 524 913 11 674 634

EQUITY AND LIABILITIES

Share capital 5 5 162 293 5 162 293
Share premium 5 7 056 246 7 237 469
Paid-in capital 12 218 539 12 399 762
Accumulated profit and loss -3 786 878 -4 114 783
Foreign currency translation reserve -768 503 -11 193
Other equity -4 555 381 -4 125 976
Total equity 7 663 159 8 273 785
Long-term loans 2 694 634 3 020 207
Leasing 29 274 46 838
Total non-current liabilities 2 723 908 3 067 045
Trade payables and other payables 812 558 44 449
Short-term financing - interest-bearing 275 291 275 291
Current tax 0 14 063
Other current liabilities 49 999 0
Total current liabilities 1 137 848 333 803
Total liabilities 3 861 756 3 400 848
TOTAL EQUITY AND LIABILITIES 11 524 915 11 674 633

Cash flow

(EUR) Note Q3 2020 Q3 2019 2019
Profit before tax -54 886 2 908 422 2 802 353
Paid income taxes 0 0 0
Depreciation 125 749 0 90 668
Write down 0 0 0
Changes in trade receivables and payables -160 638 52 335 -422 670
Changes in other accruals 48 752 0 -268 122
Change in other accruals from discontinued business 0 -3 631 533 -3 580 894
Cash flow from operations -41 023 -670 776 -1 378 665
Sale of solar portfolio net cash 0 8 840 391 8 840 391
Acquisition net of cash acquired -1 644 699 0 -328 102
Cash flow from investments -1 644 699 8 840 391 8 512 289
Proceeds from issue of share capital 0 0 41 048
Dividends or shareholder distributions 0 -971 473 -971 473
Repayment of loans -39 911 0 -68 823
Cash flow from financing -39 911 -971 473 -999 248
Cash at beginning of period 6 617 778 997 983 1 175 971
Net currency translation effect 27 763 0 0
Net increase/(decrease) in cash and cash equivalents -1 725 634 7 198 142 6 128 047
Locked cash 0 550 000 0
Cash at end of period 4 919 907 8 196 125 7 304 018

Change in equity

Foreign currency
(EUR) Share capital Share premium fund Other equity translation reserve Total equity
Equity 2019 5 162 293 7 237 469 -4 114 783 -11 193 8 273 785
Profit (loss) after tax 327 906 327 906
Capital repayment -181 222 -181 222
Other comprehensive income -757 310 -757 310
Equity 30.9.2020 5 162 293 7 056 247 -3 786 878 -768 503 7 663 159
(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 2 802 353 2 802 353
Other comprehensive income -565 548 -565 548
Capital increase 41 048 41 048
Capital repayment -971 473 -971 473
Own shares acquired -133 784 -133 784

Equity 31.12.2019 5 162 293 7 237 469 -4 114 783 -11 193 8 273 785

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.

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 2019 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. The previously mentioned currency risk is still in play, even though it is mitigated as Aega builds a portfolio of assets.

The availability of good solar parks and investment opportunities at attractive prices are becoming more important to the company to be able to secure future returns on capital.

Note 2: Group structure

As of 30.09

Note 3: Cash and cash equivalents

Total cash 4 919 905 7 304 018
Locked cash discontinued operations 0 0
Cash Italy 486 324 286 143
Cash Norway 4 433 581 7 017 874
(EUR) Q3 2020 2019

Note 4: Power production

Power generation kWh Q3 2020 Q2 2020 Q1 2020 YTD 2020 Q4 2019 Q3 2019 Q2 2019 Q1 2019 YTD 2019
Photo-Volt One S.r.l 0 0 393 995 304 806 698 801
DT S.r.l 0 0 384 948 304 776 689 724
Collesanto S.r.l 0 0 804 718 623 607 1 428 325
JER-12 S.r.l 0 0 410 140 302 542 712 681
Piano Mulino S.r.l 0 0 409 314 294 257 703 571
Casale S.r.l 0 0 359 764 286 054 645 818
Solar Park Luino S.r.l 0 0 272 242 189 773 462 015
Produzioni Energia Cori S.r.l 345 130 462 668 252 424 1 060 222 187 086 0 0 0 187 086
Villapiana Fotovoltaico 298 160 298 160 0 0 0 0 0
Total 643 290 462 668 252 424 1 358 382 187 086 0 3 035 121 2 305 815 5 528 021
Base Case* Power generation kWh Q3 2020 Q2 2020 Q1 2020 YTD 2020 Q4 2019 Q3 2019 Q2 2019 Q1 2019 YTD 2019
Photo-Volt One S.r.l 0 0 389 752 175 847 565 600
DT S.r.l 0 0 407 834 252 769 660 602
Collesanto S.r.l 0 0 846 106 553 047 1 399 153
JER-12 S.r.l 0 0 421 455 148 044 569 499
Piano Mulino S.r.l 0 0 433 755 241 257 675 012
Casale S.r.l 0 0 415 642 222 470 638 112
Solar Park Luino S.r.l 0 0 238 779 146 263 385 042
Produzioni Energia Cori S.r.l 490 963 474 771 270 304 1 236 038 229 145 0 0 0 229 145
Villapiana Fotovoltaico 322 202 322 202 0 0 0 0 0
Total 813 165 474 771 270 304 1 558 240 229 145 0 3 153 323 1 739 697 5 122 165

* Base case production is based on the forecast Aega made for the solar plant before acquisition.

Note 5: Shares and shareholder information

Aega ASA Shares Aega ASA warrants 1 Own Shares

Total shares outstanding in Aega ASA are 48,375,949 of which 325,116 shares are owned by Aega ASA.

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.

Largest 20 shareholders at 30 September 2020

Shareholders Shares Percentage
BEARHILL INC. AS 3 359 034 6,9%
AFT DEVELOPMENT AS 2 090 152 4,3%
HARALDSEN, THORVALD MORRIS 1 627 119 3,4%
LJM AS 1 471 926 3,0%
PENTHOUSE MIRADORES AS 1 420 237 2,9%
SÆTREMYR, TORE 1 277 694 2,6%
MOGER INVEST AS 1 134 890 2,3%
RYBO NOR AS 1 085 005 2,2%
NEREM, JAN STEINAR 1 032 069 2,1%
MORO AS 933 667 1,9%
VESAAS,OLAV 877 141 1,8%
JAN P HARTO AS 810 566 1,7%
Serck-Hanssen, Fin 768 605 1,6%
GN POWER INVEST AS 747 000 1,5%
MAGNOLIA SYSTEM AS 715 357 1,5%
RACCOLTA AS 708 186 1,5%
SILVERCOIN INDUSTRIES AS 707 955 1,5%
SØLAND, TORSTEIN 668 890 1,4%
JOHANSEN, KÅRE REIDAR 644 722 1,3%
Bkraft Holding AS 600 708 1,2%
Total 20 largest shareholders 22 680 923 46,9 %
Aega ASA outstanding shares 48 375 949 100,0 %

Note 6: Purchase price allocation Villapiana

The solar park Villapiana has been included in the accounting figures from 1 August 2020. The book value of the equity and shareholder loan in the company was about EUR 300,000 higher than the purchase price for the shareholder loan and equity. For group accounting perspective this amount has been deducted from the book value of the power

plant and this leads to inclusion of a deferred tax asset of 24 percent of the gross amount.

The solar park will be written off over the remaining feed in tariff period, as for all Aega solar parks (please refer to 2019 annual report).

Current assets & liabilities -84 946
Cash and cash equivalents 42 657
Receivables 103 354
Other current assets 3 899
Trade payables and other current liabilities -753 215
Tax and VAT outstanding 518 359
Other current liabilities 0
Long term positions 1 772 302
Deferred tax 0
Property, plant and equipment 1 772 302
Derivative agreement 0
External loan 0
Assets identified for acquisition -1 687 356
Paid for shareholder loan at closing -1 677 356
Paid for corporate capital at closing -10 000
Withheld payment 0
Consideration not allocated -

Note 7: Subsequent events

Purchase of shares in Norsk Solar AS

Aega has agreed to acquire an ownership share of 6 percent in Norsk Solar for a cash consideration of NOK 20 million.

Norsk Solar, headquartered in Stavanger, Norway, was established in 2017 by a group of Stavangerbased entrepreneurs, all of whom are shareholders today. The company is Norway's largest privately held solar company in terms of MW commissioned.

Norsk Solar develops, finances, builds, owns, and operates large-scale solar power plants in emerging markets with long-term Power Purchase Agreements with state or multinational corporations. Currently, the company has 59 MW in operation in Pakistan and Ukraine, and a growing pipeline of more than 200 MW in advanced stages

of development, mainly in Asia, Latin America, and Sub-Saharan Africa.

In 2019, Norsk Solar had revenues of NOK 40 million and an EBITDA-result of NOK 4 million. The company's revenues in 2020 are expected to be significantly higher than in 2019.

Signed binding offer of two solar parks in Italy.

The solar parks have a power production of 2 MWp (1+1). The final share purchase agreement is expected to be signed on or around 1 December 2020, at which point Aega will share the financial details of the transaction. Final closing is expected on or around 18 December 2020. The completion of the transaction is subject to customary closing conditions.

Aega ASA

0274 Oslo, Norway E-mail: [email protected]