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Nordic Financials ASA — Interim / Quarterly Report 2020
Feb 26, 2021
3521_rns_2021-02-26_0aead0e7-c9e3-43cb-94b6-5420d18f5ba9.pdf
Interim / Quarterly Report
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Aega ASA Q4 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 on Euronext Expand in Oslo. Aega's main focus is investments in the solar power market in Italy and the Nordics. 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 420 140 kwh. 11.7 percent below base case, mainly due to low irradiation in Q4.
- 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.
- Purchase of 6 percent of ownership share in Norsk Solar AS, a fast-growing international integrated solar energy producer.
Subsequent events
- Acquired two Italian solar parks. Each with 1MW capacity.
- Hired new CFO with effect from 1 April.
Figure 1: Power Generation (kWh)
* The 2020 production figures have been slightly revised during the annual O&M review of the production data.
Letter from the CEO
The fourth quarter of 2020 was an important period for Aega with regards to M&A and investment activity. The highlights were the continued work towards the signing of two new parks on Sardinia. This was a significant event as we double our production capacity, and I am pleased to say that these parks now formally are ours.
With the acquisition of these two parks we now have a 3 MW cluster on Sardinia as RIO Verde and S.T.A. are located close to our already operating park Villapiana. This makes maintenance and operations easier and we profit from economics of scale.
As reported last quarter, we are still in a ramp-up period and aim to carry out our solar investment strategy further in the quarters to come. Through Q4 we have taken another step towards the realization of Aega as a true 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 Q4 came in at EUR 107,000. This is compared to a EUR 80,000 last year. Aega delivered a negative EBITDA of EUR 167,000 and a result for the period of minus EUR 463,000.
The level of activity remains strong and we expect to increase the Aega footprint further through
- In this respect I would like to mention the strengthening of our organization and look forward to welcoming our new CFO onboard from April.
Worth commenting is also the development among our shareholders. When we entered Q4 Aega had about 700 shareholders. Three months later we are more than 4.600 shareholders in Aega. In other words, the shareholder mix has diversified enormously during the quarter. In this respect and to keep in touch with all of you in an efficient way, I encourage you to go to our web page and sign up for the "Aega Newsletter".
Concluding remark is that we will develop and grow the Aega portfolio further. Near term goals are to keep the momentum on our M&A activity in Italy, optimize our existing portfolio and to contribute to the development of our financial investments.
Best regards, Nils Petter Skaset CEO
Operational development
The company had two solar parks during the quarter, total production was 420,140 kwh. This is 11.7 per cent below base case, due to low irradiation in Q4.
During the quarter Aega's main focus has been to
Financial development
In Q4 2019 Aega had one solar park. Until 1 July 2019 Aega had 8 solar parks. Aega had 2 solar parks in Q4 2020. When comparing the numbers this should be taken into consideration.
Total revenues in the fourth quarter were EUR 107,000 compared to a EUR 80,000 a year prior. Total power generation in this year's fourth quarter was 420,140 kWh compared to 187,086 kWh for the portfolio in Q4 2019.
Operating costs for the business was EUR 28,000 compared to EUR 77,000 in Q4 2019. The SG&A
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.
cost was EUR 134,000 in the fourth quarter of 2020 compared to EUR 121,000 a year previous. The company's non-recurring expenses came to EUR 112,000 in the fourth quarter of 2020, related to due diligence work for Villapiana and assistance related to the Norsk Solar AS purchase. In the same quarter in 2019, the non-recurring cost was EUR 29,000. The balance sheet as of 31.12.2020 mainly consists of two solar parks in Italy, cash, external debt linked to one solar park and the financial investment in Norsk Solar AS.
Risks and uncertainties
No significant change has occurred in risk exposures or risks and uncertainties as described in the third 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 still 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 on the ground in Italy and organization in general 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 | Q4 2020 | Q4 2019 | FY 2020 | FY 2019 |
|---|---|---|---|---|---|
| Feed-In tariff revenue | 1,4 | 90 781 | 62 647 | 576 697 | 62 647 |
| Sales of electricity | 1,4 | 19 001 | 9 479 | 77 024 | 9 479 |
| Other revenue | -2 953 | 8 057 | 37 770 | 0 | |
| Revenues | 1,4 | 106 829 | 80 183 | 691 491 | 72 127 |
| Operating costs | -27 925 | -77 418 | -87 254 | -77 418 | |
| Sales, general and administrative expenses | -133 660 | -121 333 | -569 872 | -701 747 | |
| Acquisition and transaction costs | -112 441 | -29 105 | -138 719 | -144 379 | |
| EBITDA | -167 197 | -147 673 | -104 355 | -851 417 | |
| Depreciation, amortisations and write downs | -120 138 | -84 739 | -414 381 | -90 668 | |
| Other operating profit before OGL (EBIT) | -287 336 | -232 411 | -518 736 | -942 085 | |
| Net finance | 24 263 | 31 715 | -26 749 | 6 604 | |
| Mark to market adjustment derivatives | 0 | -4 | 0 | -16 339 | |
| Net foreign exchange gain/(losses) | -196 378 | 7 370 | 420 863 | -64 289 | |
| Profit before income tax | -459 451 | -193 330 | -124 621 | -1 016 109 | |
| Income tax gain/(expense) | -3 269 | 0 | -10 193 | 0 | |
| Profit from continuing operations | -462 720 | -193 330 | -134 814 | -1 016 109 | |
| Profit from discontinued operation (attributable to | 0 | 0 | 3 818 462 | ||
| equity holders of the company) | 0 | ||||
| Profit for the period | -462 720 | -193 330 | -134 814 | 2 802 353 | |
| Other comprehensive income | |||||
| Currency translation differences | 398 457 | -424 019 | -358 853 | 301 926 | |
| Other comprehensive income net of tax | 398 457 | -424 019 | -358 853 | 301 926 | |
| Total comprehensive income | -64 263 | -617 349 | -493 667 | -714 183 | |
| Profit for the period attributable to: | |||||
| Equity holders of the parent company | -462 720 | -193 330 | -134 814 | 2 802 353 | |
| Total comprehensive income attributable to: | |||||
| Equity holders of the parent company | -64 263 | -617 349 | -493 667 | -714 183 | |
| Earnings per share | 0 | -0,013 | -0,010 | -0,015 | |
| Avgerage no of shares | 48 375 949 | 48 375 949 | 48 375 949 | 46 090 037 |
Balance sheet
| (EUR) | Note | 31.12.2020 | 31.12.2019 |
|---|---|---|---|
| ASSETS | |||
| Property, plant and equipment | 4 831 062 | 3 436 051 | |
| Financial investments | 1 910 154 | 0 | |
| Other long-term assets | 422 668 | 364 245 | |
| Non-current assets | 7 163 884 | 3 800 296 | |
| Receivables | 634 910 | 515 402 | |
| Other current assets | 624 151 | 54 918 | |
| Cash and short-term deposits | 3 | 3 077 401 | 7 304 018 |
| Current assets | 4 336 462 | 7 874 338 | |
| TOTAL ASSETS | 11 500 345 | 11 674 634 | |
EQUITY AND LIABILITIES
| Share capital | 5 162 292 | 5 162 293 | |
|---|---|---|---|
| 5 | |||
| Share premium | 5 | 7 056 247 | 7 237 469 |
| Paid-in capital | 12 218 539 | 12 399 762 | |
| Accumulated profit and loss | -4 249 597 | -4 114 783 | |
| Foreign currency translation reserve | -370 046 | -11 193 | |
| Other equity | -4 619 643 | -4 125 976 | |
| Total equity | 7 598 896 | 8 273 785 |
| Long-term loans | 2 624 709 | 3 020 207 |
|---|---|---|
| Leasing | 785 919 | 46 838 |
| Other long-term debt | 0 | 0 |
| Total non-current liabilities | 3 410 628 | 3 067 045 |
| Trade payables and other payables | 131 484 | 44 449 |
| Short-term financing - interest-bearing | 275 291 | 275 291 |
| Current tax | 0 | 14 063 |
| Derivative financial instruments | 0 | 0 |
| Other current liabilities | 84 047 | 0 |
| Total current liabilities | 490 822 | 333 803 |
| Total liabilities | 3 901 450 | 3 400 848 |
| TOTAL EQUITY AND LIABILITIES | 11 500 346 | 11 674 633 |
Cash flow
| (EUR) | Note | Q4 2020 | Q4 2019 | 2019 |
|---|---|---|---|---|
| Profit before tax | -459 451 | -193 330 | 2 802 353 | |
| Paid income taxes | 0 | 0 | 0 | |
| Depreciation | 120 138 | 84 739 | 90 668 | |
| Write down | 0 | 0 | 0 | |
| Changes in trade receivables and payables | -638 330 | 42 803 | -422 670 | |
| Changes in other accruals | -69 160 | 0 | -268 122 | |
| Change in other accruals from discontinued business | 0 | -351 706 | -3 580 894 | |
| Cash flow from operations | -1 046 803 | -417 494 | -1 378 665 | |
| Sale of solar portfolio net cash | 0 | 0 | 8 840 391 | |
| Purchase financial investments | -1 910 154 | 0 | 0 | |
| Acquisition net of cash acquired | 0 | -340 829 | -328 102 | |
| Cash flow from investments | -1 910 154 | -340 829 | 8 512 289 | |
| Proceeds from issue of share capital | 0 | 0 | 41 048 | |
| Dividends or shareholder distributions | 0 | -133 784 | -971 473 | |
| Repayment of loans | 715 994 | 0 | -68 823 | |
| Cash flow from financing | 715 994 | -133 784 | -999 248 | |
| Cash at beginning of period | 4 919 905 | 8 196 125 | 1 175 971 | |
| Net currency translation effect | 398 457 | 0 | 0 | |
| Net increase/(decrease) in cash and cash equivalents | -2 240 962 | -892 107 | 6 128 047 | |
| Locked cash | 0 | 0 | 0 | |
| Cash at end of period | 3 077 400 | 7 304 018 | 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 | -134 814 | -134 814 | |||
| Capital repayment | -181 222 | -181 222 | |||
| Other comprehensive income | -358 853 | -358 853 | |||
| Equity 31.12.2020 | 5 162 293 | 7 056 247 | -4 249 597 | -370 046 | 7 598 896 |
| Foreign currency | |||||
| (EUR) | Share capital | Share premium fund | Other equity | 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.
Note 2: Group structure
As of 31.12
Note 3: Cash and cash equivalents
| (EUR) | 2020 | 2019 |
|---|---|---|
| Cash Norway | 2 544 765 | 7 017 874 |
| Cash Italy | 532 636 | 286 143 |
| Total cash | 3 077 401 | 7 304 018 |
Note 4: Power production
| Power generation kWh | Q4 2020 | Q3 2020 | Q2 2020 | Q1 2020 | YTD 2020 | Q4 2019 |
|---|---|---|---|---|---|---|
| Photo-Volt One S.r.l | 0 | |||||
| DT S.r.l | 0 | |||||
| Collesanto S.r.l | 0 | |||||
| JER-12 S.r.l | 0 | |||||
| Piano Mulino S.r.l | 0 | |||||
| Casale S.r.l | 0 | |||||
| Solar Park Luino S.r.l | 0 | |||||
| Produzioni Energia Cori S.r.l | 187 367 | 487 768 | 493 513 | 269 252 | 1 437 900 | 187 086 |
| Villapiana Fotovoltaico | 232 773 | 298 160 | 530 933 | 0 | ||
| Total | 420 140 | 785 928 | 493 513 | 269 252 | 1 968 833 | 187 086 |
| Base Case* Power generation kWh | Q4 2020 | Q3 2020 | Q2 2020 | Q1 2020 | YTD 2020 | Q4 2019 |
|---|---|---|---|---|---|---|
| Photo-Volt One S.r.l | 0 | |||||
| DT S.r.l | 0 | |||||
| Collesanto S.r.l | 0 | |||||
| JER-12 S.r.l | 0 | |||||
| Piano Mulino S.r.l | 0 | |||||
| Casale S.r.l | 0 | |||||
| Solar Park Luino S.r.l | 0 | |||||
| Produzioni Energia Cori S.r.l | 237 226 | 490 963 | 474 771 | 270 304 | 1 473 264 | 229 145 |
| Villapiana Fotovoltaico | 238 735 | 322 202 | 560 937 | 0 | ||
| Total | 475 961 | 813 165 | 474 771 | 270 304 | 2 034 201 | 229 145 |
* 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
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 31 December 2020
| Shareholders | Shares | Percentage |
|---|---|---|
| NORDNET LIVSFORSIKRING AS | 1 819 190 | 3,8% |
| SINGH, BALDEV | 1 501 524 | 3,1% |
| PENTHOUSE MIRADORES AS | 1 420 237 | 2,9% |
| HARALDSEN, THORVALD MORRIS | 1 300 000 | 2,7% |
| RYBO NOR AS | 1 085 005 | 2,2% |
| MORO AS | 933 667 | 1,9% |
| VESAAS,OLAV | 877 141 | 1,8% |
| JAN P HARTO AS | 810 566 | 1,7% |
| S FJORD INVEST AS | 800 000 | 1,7% |
| Serck-Hanssen, Fin | 767 605 | 1,6% |
| JOHANSEN, KÅRE REIDAR | 644 722 | 1,3% |
| NEREM, JAN STEINAR | 632 069 | 1,3% |
| C - BY - C AS | 593 208 | 1,2% |
| NYGÅRD, ROALD ARNOLD | 539 319 | 1,1% |
| BREZZA AS | 532 793 | 1,1% |
| SANDBERG JH AS | 500 994 | 1,0% |
| VESOLDO AS | 490 880 | 1,0% |
| Låshuset Holding AS | 488 595 | 1,0% |
| RACCOLTA AS | 415 000 | 0,9% |
| SØLAND, JON | 400 042 | 0,8% |
| Total 20 largest shareholders | 16 552 557 | 34,2 % |
| Aega ASA outstanding shares | 48 375 949 | 100,0 % |
Note 7: Subsequent events
Purchase of two solar parks in Italy.
Aega has acquired all shares in S.T.A. S.r.l. and Rio Verde S.r.l., each of which owns a 1 MWp solar plant in Sardinia, Italy. Aega's funding of the purchases will be through existing cash. EUR 1,045,000 is paid for the share capital at cut-off date (January 1, 2020). The outstanding senior debt at the same date is equal to EUR 2,484,860.
Both of the 1 MWp solar parks in Sardinia are elevated ground mounted power plants, benefitting from Conto Energia 4. Feed-in tariff end is 14 years from cut-off date for Rio Verde S.r.l., and 13 years
from cut-off date for S.T.A. S.r.l., out of their respective 20-year concession period. Both plants are expected to deliver an internal rate of return (IRR) in line with Aega's current assets and the group's overall investment target.
The chairman of Aega, Mr. Halldor C. Tjoflaat, will be appointed CEO and constitute the board of directors in both S.T.A. S.r.l. and Rio Verde S.r.l..
There are no employees in the acquired companies.
Aega ASA
0274 Oslo, Norway E-mail: [email protected]