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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]