Annual Report • May 2, 2022
Annual Report
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SOLIS BOND COMPANY DESIGNATED ACTIVITY COMPANY AND SUBSIDIARIES
ANNUAL REPORT AND CONSOLDATED FINANCIAL STATEMENTS
FOR THE TWELVE MONTHS ENDED 31 DECEMBER 2021
| Table of Contents | Page Number |
|---|---|
| Company Information | 3 |
| Directors' Report | 4 – 10 |
| Directors' Responsibilities Statement | 11 |
| Audit Opinion | 12 – 17 |
| Consolidated Statement of Comprehensive Income | 18 |
| Company Statement of Comprehensive Income | 19 |
| Consolidated Statement of Financial Position | 20 |
| Company Statement of Financial Position | 21 |
| Consolidated Statement of Changes in Equity | 22 |
| Company Statement of Changes in Equity | 23 |
| Consolidated Statement of Cash Flows | 24 |
| Company Statement of Cash Flows | 25 |
| Notes to the Consolidated Financial Statements | 26 – 62 |
| Directors | Mr. Vincent Browne Mr. John McQuillan |
|---|---|
| Secretary | Mr. John McQuillan |
| Registered Office | Suite 9-10 Plaza 212, Blanchardstown Corporate Park 2, Blanchardstown, Dublin 15 D15 R504 |
| Registered Number | 679734 |
| Solicitors | Thommessen Advokatfirmaet Thommessen AS Postboks 1484 Vika 0116 Oslo |
| Bankers | Bank of Ireland 6 O'Connel Street Lwr Dublin City 1 Dublin, Ireland |
| DNB Dronning Eufemias Gate 30 0191 Oslo |
|
| Auditors | Mazars Chartered Accountants & Statutory Audit Firm Harcourt Centre, Block 3 Harcourt Road Dublin 2 |
The directors present herewith their report and unaudited consolidated financial statements for the period ended 31 December 2021. These financial statements reflect the performance of Solis Bond Co, DAC and its subsidiaries ("the Group") for the twelve months ended 31 December 2021.
The present directors and secretary are as listed on page 3 and, unless otherwise indicated, have served throughout the period. The table below outlines the beneficial interests in the shares of the Company:
Ordinary shares
Vincent Browne -
John McQuillan -
There were no transactions with Directors and Secretary during the period ended 31 December 2021.
Solis Bond Company Designated Activity Company ("We", "Solis" or the "Company") was incorporated in Dublin, Ireland on October 16th, 2020. Solis Bond Company Designated Activity Company provides financing for acquisitions of solar PV parks.
The company is headquartered in Ireland and has offices in the United States, Romania, the Netherlands, Italy, and Poland.
The results for the financial period are set out in page 18.
Directors expect the Company to acquire solar parks and continue the Group's footprint of net MW increase to the portfolio, the financial statements have been prepared on a going concern basis. The Directors are of the opinion that the Company has sufficient cash flows to continue to meet its obligations and there is no intention to wind up the Company. The outbreak of the corona virus, also known as "COVID-19", has spread across the globe and is impacting worldwide economic activity. COVID-19 has not substantially impacted the operations of the Company and its core operations.
The Electoral Act, 1997 requires companies to disclose all political donations over €200 in aggregate made during the financial year. The directors, on enquiry, have satisfied themselves that no such donation in excess of this amount has been made by the Company during the period ended 31 December 2021.
During the period the Company made no interim dividend payments to ordinary shareholders or preference shareholders. The Directors do not propose the payment of a final dividend for the year.
In spite the significant global headwinds and uncertainty caused by the COVID-19 pandemic, the Group plans to continue acquiring solar parks and continue expanding its footprint of net MW increase to the portfolio.
In the opinion of the Directors, the main risks and uncertainties faced by the Group, along with the nature of their potential impact, are as follows:
The holding companies in the Group have a significant number of foreign subsidiaries with whom they have entered into many related party transactions. The relationship of such holding companies with these entities could adversely affect the Group in the event of their bankruptcy or similar insolvency proceeding.
The Group's business as an independent power producer (IPP) requires significant financial resources and the growth prospects and future profitability of the Group depends on the availability of additional funding options with acceptable terms. If the Group does not successfully execute its financing plan it may have to sell certain of its solar parks.
g) Risks relating to the shares:
An active trading market for the Company's shares may not develop and the price of the shares may under any circumstance fluctuate significantly.
In accordance with IAS 10, Events after the reporting period (Subsequent Events), we have evaluated subsequent events through the date of issuance of these financial statements.
On 14 February 2022, Solis Bond Company DAC, filed an application for its bond to be admitted to stock exchange listing on the Euronext Oslo Børs exchange.
On 2nd March 2022, Solis Bond Company DAC successfully completed a tap issue of EUR 10 Million under its 3-year senior secured bond issue.
On 31st March 2022, Solis Bond Company DAC acquired 11 MW operational portfolio in Poland.
Alternus Energy Group Plc (the Group) was incorporated in Dublin, Ireland on January 31, 2019, under the name Alternus Energy International Limited. On October 20, 2020, the Company re-registered as a Plc and changed its name to Alternus Energy Group Plc. Alternus Energy Group Plc owns 100% of shares of Solis.
Particulars of the companies within the Group, required to be disclosed under Section 314(1) of the Companies Act 2014, in respect of Group companies are detailed in Note 18 to the Consolidated Financial Statements.
Parties are considered to be related when one party can exercise control, shared control, or significant influence over the other in decision-making involving its finances and operating activities. The related parties of the parent company include major shareholders, subsidiaries, and key management personnel. Key management personnel include members of the Board of Directors and the Secretary. There are no Related party transactions in 2021 related to the management personnel including members of the Board of Directors and the Secretary.
The Company is a member of the Alternus Energy Group of Companies and as a result, the majority of the Company's related party transactions emanate from this relationship. Alternus Energy Group has contributed Capital of Eur 31.8 million as disclosed below. The note for Subsidiary undertakings further lists out all the subsidiaries for the Group and the Company.
The Directors have drawn up a compliance policy statement setting out the Company's policies (that, in the Directors' opinion, are appropriate to the Company) respecting compliance by the Company with its relevant obligations the Directors understand that they are responsible for securing the Company's compliance with its relevant obligations. The Company has appropriate arrangements or structures that are, in the Directors' opinion, designed to secure material compliance with the Company's relevant obligations; and the Company has conducted a review, during the financial year of the arrangements or structures that have been put in place.
The Directors are responsible for ensuring that proper books and accounting records, as outlined in Sections 281 to 285 of the Companies Act 2014, are kept by the Company. To achieve this, the Directors have appointed a professionally qualified financial director who reports to the Board and ensures that the requirements of Sections 281 to 285 of the Companies Act 2014 are complied with. These books and accounting records are maintained at the Company's registered office at Dublin, Ireland.
In the case of each persons who are Directors at the time this report is approved in accordance with Section 332 of the Companies Act 2014:
a) So far as the Directors are aware, there is no relevant audit information of which the Company's statutory auditors are unaware, and
b) The Directors have taken all steps that they ought to have taken as Directors to make themselves aware of any relevant audit information, and to establish that the Company's statutory auditors are aware of that information.
Mazars, Chartered Accountants & Statutory Audit Firm express their willingness to continue in office in accordance with Section 383(2) of the Companies Act 2014.
So far as each of the directors in office at the date of approval of the financial statements is aware:
There is no relevant audit information of which the Company's auditors are unaware; and
The directors have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of Section 330 of the Companies Act 2014.
The directors, in accordance with Section 225(2) (a) of the Companies Act 2014 (the "Act"), acknowledge that they are responsible for securing the Company's compliance with its "relevant obligations." "Relevant obligations", in the context of the Company, are the Company's obligations under:
(a) the Act, where a breach of the obligations would be a category 1 or category 2 offence;
(b) the Act, where a breach of the obligation would be a serious Market Abuse or Prospectus offence; and
(c) tax law.
Pursuant to Section 225(2) (b) of the Act, the directors confirm that:
(i) a compliance policy statement has been drawn up as required by Section 225(3)(a) of the Act setting out the Company's policies (that, in the directors' opinion, are appropriate to the Company) respecting compliance by the Company with its relevant obligations;
(ii) appropriate arrangements and structures are in the process of being put in place that, in their opinion, will be designed to secure material compliance with the Company's relevant obligations, and (iii) a review was conducted, during the financial year, of the arrangements and structures referred to in paragraph.
The board of directors of the Company (the "Board") is responsible for establishing and maintaining adequate internal controls and risk management systems of the Company in relation to the financial reporting process. Such systems are designed to manage rather than eliminate the risk of failure to achieve the Company's financial reporting objectives and can only provide reasonable and not absolute assurance against material misstatement or loss.
The Board has established processes regarding internal controls and risk management systems to ensure its effective oversight of the financial reporting process. The Board evaluates and discusses significant accounting and reporting issues as the need arises.
The Board is obliged to design and maintain control structures to manage the risks which the Board judges to be significant for internal controls over financial reporting. These control structures include appropriate division of responsibilities and specific control activities, aimed at detecting or preventing the risk of significant deficiencies in financial reporting for every significant account in the financial statements and the related notes in the Company's annual report. The systems of control have been in place for the period under review and up to the date of approval of the annual report and accounts.
The Company's policies and the Board's instructions with relevance for financial reporting are updated and communicated via appropriate channels, such as e-mail, correspondence and meetings to ensure that all financial reporting information requirements are met in a complete and accurate manner. The
Board has an annual process to ensure that appropriate measures are taken to consider and address any measures recommended by the independent auditors.
On behalf of the Board
Vincent Browne John McQuillan Director Director
29th April 2022
__________________________ __________________________
The Directors are responsible for preparing the annual report and the Company financial statements in accordance with Companies Act 2014.
Irish company law requires the Directors to prepare financial statements for each financial year. Under the law, the Directors have elected to prepare the Company's financial statements in accordance with International Financial Reporting Standards as adopted by the European Union ("relevant financials reporting framework").
Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the assets, liabilities, and financial position of the Company as at the financial year end date and of the profit or loss of the Company or the financial year and otherwise comply with the Companies Act 2014.
In preparing these financial statements, the Directors are required to:
▪ state whether the financial statements have been prepared in accordance with applicable accounting standards, identify those standards, and note the effect and reasons for any material departure from those standards; and
▪ prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The Directors are responsible for ensuring that the Company keeps or causes to be kept adequate accounting records which correctly explain and record the transactions of the Company, enable at any time the assets, liabilities, financial position and profit or loss of the Company to be determined with reasonable accuracy, enable them to ensure that the financial statements comply with the Companies Act 2014 and enable the financial statements to be audited. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance of the financial information included on the Company's website. Legislation in the Republic of Ireland governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
__________________________ __________________________
Vincent Browne John McQuillan Director Director 29th April 2022
We have audited the financial statements of Solis Bond Company DAC ("the Company") and its subsidiaries ('the Group') for the year ended 31 December 2021, which comprise the Consolidated Statement of Comprehensive Income, the Company and Consolidated Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Consolidated Statement of Cash Flow and the related notes 1 to 21 to the financial statements including the summary of significant accounting policies set out in the notes. The financial reporting framework that has been applied in their preparation is Irish law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.
In our opinion:
We conducted our audit in accordance with International Standards on Auditing (Ireland) (ISAs (Ireland)) and applicable law. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report.
We are independent of the Company and the Group in accordance with the ethical requirements that are relevant to our audit of financial statements in Ireland, including the Ethical Standard for Auditors (Ireland) issued by the Irish Auditing and Accounting Supervisory Authority (IAASA), and we have fulfilled our other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Our evaluation of the director's assessment of the Company and Group's ability to continue to adopt the going concern basis of accounting included:
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's and the Group's ability to continue as a going concern for a period of at least twelve months from the date when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by the auditor, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
We summarise below the key audit matters in forming our audit opinion above, together with an overview of the principal audit procedures performed to address each matter and, where relevant, key observations arising from those procedures.
| Key audit matter – Impairment of long-lived assets |
How the matter was addressed |
|---|---|
| The Company owned photovoltaics ("PV") parks used in generating solar energy – an asset with specific purpose and main component of the Company's financial statements. The PVs are carried at cost, depreciated on straight-line basis, over the useful lives of the assets, and subject to impairment. |
Obtained an understanding of the process for the assessment of the impairment of energy property and performed a walkthrough of the process, including controls over the inputs and production assumptions, and evaluated the design of controls in relation to the identified risk; |
| The risks from these assets are the judgements and/or estimates arising from the determination of the useful life and the relevant inputs used in the impairment assessment model. |
Obtained an understanding of the assumptions used by management and evaluated their appropriateness and accuracy of inputs such as FIT/PPA from long-term contracts; |
| Assessed the reasonableness of the methodology used by management to assess and determine potential impairment; |
|
| Assessed the estimated useful lives by reviewing the accounting policy and compare against industry benchmark; |
|
| Challenged key assumptions taken by the management; and |
|
| Ensured appropriate disclosure has been made in the year end financial statements. |
| Key audit matter – Fair valuation of net assets acquired from business combinations under IFRS 3 |
How the matter was addressed |
|---|---|
| The Group's acquisitions are treated as business combinations under IFRS 3, Business Combinations and are accounted for using the 'acquisition method', which requires acquired assets and assumed liabilities to be measured at their fair values at the acquisition date which may involve significant management estimates and judgements. The Company completed 8 acquisitions in 2021. The purchase resulted in the recognition of gain on bargain purchase and goodwill, as applicable. Due to the complexity of the accounting treatment and involvement of significant accounting judgements and estimates, there is an increased risk of material misstatement. |
Obtained an understanding of the acquisition transaction through evaluation of the sale and purchase agreements, including inspection of minutes of meetings and documentation of approvals made by TCWG; Determined whether the transactions are business combinations under IFRS 3 by obtaining and reviewing management's analysis summarizing the accounting treatment, including assessment of management's definition and basis of control; Ensured appropriate disclosure has been made in the year end financial statements. Evaluated basis for management's determination of the fair value of the net assets acquired; Challenged management's methodology and assumptions underlying the valuation of goodwill and gain on bargain purchase: Assessed and recalculated the discount rate (WACC) and growth rate used based on external market data, and comparing these rates to the rates used by management; Evaluated the valuation methodology used by management; Checked the accuracy of the calculations through reperformance; and Incorporate back-testing on historically acquired businesses by: Performing a retrospective review of management's estimate, comparison of forecasted performance used in the determination of fair value at the point of acquisition against actual results in order to assess the fairness of estimates made by management; |
We apply the concept of materiality in planning and performing the audit and in evaluating the impact of misstatements, if any. Materiality is an expression of the relative significance or importance of a matter in the context of the financial statements. Misstatements in the financial statements are material if they, individually or in aggregate, could reasonably be expected to influence the economic decisions of users taken based on the financial statements.
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and on the financial statements as a whole. Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
| Overall materiality | €1,841,340 |
|---|---|
| How we determined it | 1% of total assets |
| Rationale for benchmark applied |
Our materiality was set based on a benchmark of total assets being investment in energy property is the main component of the financial position of the Company. |
| Reporting threshold | We agreed with those charged with governance that we would report to them misstatements identified during our audit above €55,240 as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons. |
As part of designing our audit, we assessed the risk of material misstatement in the financial statements, whether due to fraud or error, and then designed and performed audit procedures responsive to those risks. In particular, we looked at where the directors made subjective judgements such as making assumptions on significant accounting estimates.
We tailored the scope of our audit to ensure that we performed sufficient work to be able to give an opinion on the financial statements as a whole. We used the outputs of a risk assessment, our understanding of the Company and the Group, its environment, controls and critical business processes, to consider qualitative factors in order to ensure that we obtained sufficient coverage across all financial statement line items.
All audit work undertaken for the purposes of our Group audit opinion was performed by the Group audit team.
The directors are responsible for the other information. The other information comprises the information included in the reports other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit, we report that:
We have obtained all the information and explanations which, to the best of our knowledge and belief, are necessary for the purposes of our audit of the Company and the Group.
Based on the knowledge and understanding of the Company and the Group and its environment obtained in the course of the audit, we have not identified any material misstatements in the directors' report.
The Companies Act 2014 requires us to report to you if, in our opinion, the requirements of any of Sections 305 to 312 of the Act, which relate to disclosures of directors' remuneration and transactions are not complied with by the Company and the Group. We have nothing to report in this regard.
As explained more fully in the directors' responsibilities statement out on page 11, the directors are responsible for the preparation of the financial statements in accordance with the applicable financial reporting framework that give a true and fair view, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company and the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or the Group or to cease operations, or has no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (Ireland) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the Irish Auditing and Accounting Supervisory Authority's website at: http://www.iaasa.ie/getmedia/b2389013- 1cf6-458b-9b8f-a98202dc9c3a/Description\_of\_auditors\_responsibilities\_for\_audit.pdf. This description forms part of our auditor's report.
Our report is made solely to the Company's members, as a body, in accordance with Section 391 of the Companies Act 2014. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
Michael Tuohy for and on behalf of Mazars Chartered Accountants & Statutory Audit Firm Harcourt Centre, Block 3 Harcourt Road Dublin 2 Date: 29 April 2022
| Year ended 31 December 2021 |
Period ended 31 December 2020 |
||
|---|---|---|---|
| (€000's) | Notes | ||
| Revenue | 1 | 20,333 | - |
| Cost of sales | 2 | (5,518) | - |
| Gross profit | 14,815 | - | |
| General and administration expenses | 3 | (931) | - |
| Depreciation | 5 | (5,381) | - |
| Amortisation | 5 | (36) | - |
| Operating profit | 8,467 | - | |
| Finance costs | 4 | (11,442) | - |
| Disposal of assets | 4 | (16) | - |
| Gain on Bargain purchase1 | 6 | 19,882 | - |
| Profit on ordinary activities before taxation | 16,891 | - | |
| Income Tax | 17 | (447) | |
| Profit for the financial year | 16,444 | - | |
| Other comprehensive income for the year | |||
| Foreign exchange differences on translation of operations of foreign subsidiaries and branches |
(685) | - | |
| Total comprehensive income for the year attributable to the owners of the Group |
15,759 | - |
1 IFRS 3 'Business Combinations', outlines the accounting when an acquirer obtains control of a business (e.g., an acquisition or merger). Such business combinations are accounted for using the 'acquisition method', which generally requires assets acquired and liabilities assumed to be measured at their fair values at the acquisition date. A bargain purchase occurs when businesses are acquired for less than fair market value. In a bargain purchase business combination, a corporate entity is acquired by another for an amount that is less than the fair market value of its net assets. Current accounting rules for business combinations require the acquirer to record the difference between the fair value of the acquired net assets and the purchase price as a gain on its income statement due to Bargain Purchase. Bargain purchase for acquisitions in Romania and Italy constitutes to the amounts recorded in Q1'21 and Q2'21.
| (€000's) | Notes | Year Ended | Period Ended |
|---|---|---|---|
| 31 December 2021 | 31 December 2020 | ||
| Revenue | - | - | |
| Cost of sales | - | - | |
| Gross profit | - | - | |
| General and administration expenses | 3 | (931) | - |
| Depreciation | 5 | (648) | - |
| Amortisation | - | - | |
| Operating loss | (1,579) | - | |
| Finance costs | 4 | (10,553) | - |
| Loss on ordinary activities before taxation | (12,132) | - | |
| Income Tax | 17 | - | |
| Loss for the financial year | (12,132) | - | |
| Other comprehensive income for the year | |||
| Foreign exchange differences on translation of operations of foreign subsidiaries and branches |
- | - | |
| Total comprehensive loss for the year attributable to the owners of the Company |
(12,132) | - |
| (€000's) | Notes | Year Ended | Period Ended |
|---|---|---|---|
| 31 December 2021 | 31 December 2020 | ||
| Assets | |||
| Non-current assets | |||
| Goodwill | 7 | 1,881 | - |
| Property, plant and equipment, net | 8 | 152,676 | - |
| Total Non-Current assets | 154,557 | - | |
| Current assets | |||
| Trade and other receivables | 10 | 11,403 | 51 |
| Restricted cash | 11 | 6,993 | - |
| Cash and cash equivalents | 11 | 11,181 | - |
| Total Current Assets | 29,577 | 51 | |
| Total Assets | 184,134 | 51 | |
| Equity and Liabilities | |||
| Current liabilities | |||
| Trade and other payables | 12 | 9,183 | 4,538 |
| Capital lease – short term | 16 | 70 | - |
| Non-current liabilities | |||
| Assets retirement obligation | 12 | 552 | - |
| Capital lease – long term | 16 | 3,367 | - |
| Financing Lease – long term | - | - | |
| Borrowings – long Term | 15 | 123,315 | (4,487) |
| Total Liabilities | 136,487 | 51 | |
| Capital and reserves | |||
| Share Capital | 13 | - | - |
| Capital Contribution | 14 | 31,888 | - |
| Foreign exchange reserve | (685) | - | |
| Retained earnings (Deficit) | 16,444 | - | |
| Total equity | 47,647 | - | |
| Total equity and liabilities | 184,1342 | 51 |
2 All results are in respect of continuing operations.
The notes on pages 26 to 62 are an integral part of these financial statements.
| (€000's) | Notes | Year Ended | Ended |
|---|---|---|---|
| 31 December 2021 | 31 December 2020 |
||
| Assets | |||
| Non-current assets | |||
| Investment in Subsidiaries | 9 | 68,400 | |
| Property, plant and equipment, net | 8 | 64,670 | |
| Total Non-Current assets | 133,070 | - | |
| Current assets | |||
| Trade and other receivables | 10 | 14 | 51 |
| Restricted cash | 11 | 5,705 | - |
| Cash and cash equivalents | 11 | 9,397 | - |
| Total Current Assets | 15,116 | 51 | |
| Total Assets | 148,186 | 51 | |
| Equity and Liabilities | |||
| Current liabilities | |||
| Trade and other payables | 12 | 3,013 | 4,538 |
| Capital lease – short term | 16 | 25 | - |
| Non-current liabilities | |||
| Capital lease – long term | 16 | 2,077 | - |
| Borrowings – long Term | 15 | 123,315 | (4,487) |
| Total Liabilities | 128,430 | 51 | |
| Capital and reserves | |||
| Capital Contribution | 14 | 31,888 | - |
| Share Capital | 13 | - | - |
| Retained earnings/(deficit) | (12,132) | - | |
| Total equity | 19,756 | - | |
| Total equity and liabilities | 148,1863 | 51 |
3 All results are in respect of continuing operations.
The notes on pages 26 to 62 are an integral part of these financial statements.
| Share Capital |
FX4 Reserves Arising on Translation (€000's) |
Capital Contribution (€000's) |
Retained Earnings (€000's) |
Total (€000's) |
|
|---|---|---|---|---|---|
| At 16 October, 2020 | - | - | - | - | |
| Issuance of Shares | 1 | - | - | 1 | |
| Profit/ (loss) for the period |
- | - | - | - | |
| At 31 December, 2020 | 1 | - | - | 1 | |
| At 1 January, 2021 | 1 | - | - | 1 | |
| Capital contribution | 31,888 | 31,888 | |||
| Foreign Exchange reserve |
-- - |
(685) | - | (685) | |
| Profit for the period | - | - | 16,444 | 16,444 | |
| At 31 December, 2021 | 1 | (685) | 31,888 | 16,444 | 47,647 | |
|---|---|---|---|---|---|---|
| -- | ---------------------- | --- | ------- | -------- | -------- | -------- |
4 FX = Foreign Exchange
| Share Capital |
FX5 Reserves Arising on Translation (€000's) |
Capital Contribution (€000's) |
Retained Earnings (€000's) |
Total (€000's) |
|
|---|---|---|---|---|---|
| At 16 October, 2020 | - | - | - | - | |
| Issuance of Shares | 1 | - | - | - | 1 |
| Profit/ (loss) for the period |
- | - | - | - | |
| At 31 December, 2020 | 1 | - | - | 1 | |
| At 1 January, 2021 | 1 | - | - | 1 | |
| Capital contribution | 31,888 | 31,888 | |||
| Foreign Exchange reserve |
- | - | - | - | |
| Loss for the period | - | - | (12,132) | (12,132) | |
At 31 December, 2021 1 - 31,888 (12,132) 19,756
5 FX = Foreign Exchange
| Cash Flows from Operating Activities (€000's) | Notes | Year ended 31 December 2021 |
Ended 31 December 2020 |
|---|---|---|---|
| Group profit before tax | 16,891 | - | |
| Adjusted for: | |||
| Depreciation | 5 | 5,381 | |
| Amortisation | 5 | 36 | |
| Bargain Purchase | 6 | (19,882) | |
| Disposal of assets | 4 | 16 | |
| Amortisation of Debt Discount | 15 | 3,152 | |
| Movement in trade and other receivables | 10 | (7,729) | (51) |
| Movement in trade and other payables | 12 | 8,590 | 4,538 |
| Movement in prepayments and other assets | 10 | (845) | |
| Payments on operating leases | 16 | (1,399) | - |
| Net cash flows generated from operating activities | 4,211 | 4,487 | |
| Cash flows from investing activities | |||
| Cash paid for acquisition of energy property | 8 | (115,612) | - |
| Net cash used in investing activities | (115,612) | - | |
| Cash flow from financing activities | |||
| Proceeds from Alternus Energy Group, PLC | 14 | 12,813 | - |
| Payments on debt principal, net | 15 | (6,553) | - |
| Proceeds from issuance of debt, net | 15 | 123,315 | - |
| Transaction costs on financial liabilities at amortised cost | - | (4,487) | |
| Net cash generated from/ (used in) financing activities | 129,575 | (4,487) | |
| Net increase in cash and cash equivalents | 18,174 | - | |
| Cash and cash equivalents at the beginning of the period | - | - | |
| Cash and cash equivalents at the end of the period | 11 | 18,174 | - |
| Cash Flows from Operating Activities (€000's) | Notes | Year ended 31 December 2021 |
Ended 31 December 2020 |
|---|---|---|---|
| Company loss before tax | (12,132) | - | |
| Adjusted for: | |||
| Depreciation | 5 | 648 | |
| Amortisation of Debt Discount | 14 | 3,152 | |
| Movement in trade and other payables | 12 | 9,471 | 4,538 |
| Net cash flows generated from operating activities | 1,139 | 4,487 | |
| Cash flows from investing activities | |||
| Cash paid for acquisition of energy property | 8 | (47,212) | - |
| Cash paid for acquisition of subsidiaries | 9 | (68,400) | |
| Net cash used in investing activities | (115,612) | - | |
| Cash flow from financing activities | |||
| Proceeds from Alternus Energy Group, PLC | 14 | 12,813 | - |
| Proceeds from issuance of debt, net | 15 | 123,315 | - |
| Payments on debt principal, net | 15 | (6,553) | - |
| Transaction costs on financial liabilities at amortised cost | - | (4,487) | |
| Net cash generated from/ (used in) financing activities | 129,575 | (4,487) | |
| Net increase in cash and cash equivalents | 15,102 | - | |
| Cash and cash equivalents at the beginning of the period | - | - | |
| Cash and cash equivalents at the end of the period | 11 | 15,102 | - |
Solis Bond Company Designated Activity Company ("We", "Solis" or the "Company") was incorporated in Dublin, Ireland on October 16th, 2020. Solis Bond Company Designated Activity Company provides financing for acquisitions of solar PV parks.
Alternus Energy Group Plc was incorporated in Dublin, Ireland on January 31, 2019, under the name Alternus Energy International Limited. On October 20, 2020, the Company re-registered as a Plc and changed its name to Alternus Energy Group Plc. Alternus Energy Group Plc owns 100% of shares of Solis.
| Subsidiary | Principal Activity | Date acquired/ established |
Principal place of business |
Registered address |
|---|---|---|---|---|
| Power Clouds SRL |
SPV | 31 March 2015 | Romania | 3D Apicultorilor Boulevard 1st Floor, District 3D, Bucharest, Romania 12053 |
| F.R.A.N. Energy Investment SRL |
SPV | 31 March 2015 | Romania | 3D Apicultorilor Boulevard 1st Floor, District 3D, Bucharest, Romania 12053 |
| PC-Italia-02 S.p.A. |
SPV | August 2016 | Italy | Via Battistessa, 10, Caserta, Campania, Italy 81100 |
| Sant'Angelo Energia S.r.l. |
SPV | 30 March 2017 | Italy | Via Battistessa, 10, Caserta, Campania, Italy 81100 |
| CIC Rooftop 2 S.r.l. |
SPV | 23 April 2019 | Italy | Via Battistessa, 10, Caserta, Campania, Italy 81100 |
| CIC RT Treviso S.r.l. |
SPV | 23 April 2019 | Italy | Via Battistessa, 10, Caserta, Campania, Italy 81100 |
| SPV White One S.r.l. |
SPV | 23 April 2019 | Italy | Via Battistessa, 10, Caserta, Campania, Italy 81100 |
| CTS Power 2 S.r.l. |
SPV | 23 April 2019 | Italy | Via Battistessa, 10, Caserta, Campania, Italy 81100 |
| Zonnepark Rilland B.V. |
SPV | 20 December 2019 | Netherlands | Evert Van de Beekstraat 1, 104 The Base B, Schipol, Netherlands 1118CL |
| Solis Bond Company DAC |
Holding Company |
December 2020 | Ireland | Suite 9/10, Plaza 212 Blanchardstown Corporate Park 2, Dublin D15 R504 Ireland |
| KKSOL S.r.l | SPV | February 2021 | Italy | Via Battistessa, 10, Caserta, Campania, Italy 81100 |
| Petriolo Fotovoltaica S.r.l |
SPV | February 2021 | Italy | Via Battistessa, 10, Caserta, Campania, Italy 81100 |
| Solarpark Serre 1 S.r.l |
SPV | March 2021 | Italy | Via Battistessa, 10, Caserta, Campania, Italy 81100 |
| Lucas EST S.r.l | SPV | March 2021 | Romania | 3D Apicultorilor Boulevard 1st Floor, District 3D, Bucharest, Romania 12053 |
|---|---|---|---|---|
| Ecosfer Energy S.r.l. |
SPV | March 2021 | Romania | 3D Apicultorilor Boulevard 1st Floor, District 3D, Bucharest, Romania 12053 |
| Green Source Energy Beta S.r.l |
SPV | May 2021 | Romania | 3D Apicultorilor Boulevard 1st Floor, District 3D, Bucharest, Romania 12053 |
| BIMA SRL | SPV | May 2021 | Italy | Via Battistessa, 10, Caserta, Campania, Italy 81100 |
| MABI SRL | SPV | May 2021 | Italy | Via Battistessa, 10, Caserta, Campania, Italy 81100 |
| Solarpark Samas Sp. Z.O.O. |
SPV | May 2021 | Poland | Meksykanska 6/10 Warsaw Poland |
| Elektrownia PV Komorowo Sp. Z.O.O |
SPV | December 2021 | Poland | Meksykanska 6/10 Warsaw Poland |
| PV Zachod Sp. Z.O.O |
SPV | December 2021 | Poland | Meksykanska 6/10 Warsaw Poland |
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and interpretations issued by the IFRS Interpretations Committee (IFRS IC) applicable to companies reporting under IFRS. The financial statements comply with IFRS as issued by the International Accounting Standards Board (IASB) and as adopted by the EU and the Companies Act 2014.
The Group adopted all accounting standards and interpretations at 31 December 2021. The new and revised accounting standards and interpretations that have been published by the IASB were adopted by the Group and were assessed as not applicable and have no impact on the Group's consolidated financial statements.
The Management assessed that the standard change for amendments below has no significant impact on the Group's financial statements:
The Group adopted all accounting standards and interpretations at 31 December 2021. The new and revised accounting standards and interpretations that have been published by the IASB were adopted by the Group and were assessed as not applicable and have no impact on the Group's consolidated financial statements. The amendment is effective for annual periods beginning on or after 1 January 2022 with early application permitted. The Group currently does not believe that the adoption of this
accounting guidance will have a material impact on its consolidated financial statements and related disclosures.
In October 2018, the IASB issued Definition of a Business (Amendments to IFRS 3). The amendments are to:
The amendments are effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period (beginning on or after 1 January 2020) and to assess acquisitions that occur on or after the beginning of that period. The Group currently does not believe that the adoption of this accounting guidance will have a material impact on its consolidated financial statements and related disclosures.
In May 2020, the International Accounting Standards Board (IASB or Board) issued Amendments to IFRS 3 Business Combinations - Reference to the Conceptual Framework. The amendments are intended to replace a reference to the Framework for the Preparation and Presentation of Financial Statements, issued in 1989 (Framework), with a reference to the Conceptual Framework for Financial Reporting issued in March 2018 (2018 Conceptual Framework) without significantly changing its requirements. The Board also added an exception to the recognition principle of IFRS 3 to avoid the issue of potential 'day 2' gains or losses arising for liabilities and contingent liabilities that would be within the scope of IAS 37 Provisions, Contingent Liabilities and Contingent Assets or IFRIC 21 Levies, if incurred separately. At the same time, the Board decided to clarify existing guidance in IFRS 3 for contingent assets that would not be affected by replacing the reference to the Framework. The amendments are effective for annual reporting periods beginning on or after 1 January 2022 and apply prospectively. Earlier application is permitted if, at the same time or earlier, an entity also applies all of the amendments contained in the Amendments to References to the Conceptual Framework in IFRS Standards (March 2018), which was issued at the same time as the 2018 Conceptual Framework. The Group currently does not believe that the adoption of this accounting guidance will have a material impact on its consolidated financial statements and related disclosures.
The amendment clarifies that in applying the '10 per cent' test to assess whether to derecognize a financial liability, an entity includes only fees paid or received between the entity (the borrower) and the lender, including fees paid or received by either the entity or the lender on the other's behalf. The amendment is applied prospectively to modifications and exchanges that occur on or after the date the entity first applies the amendment. The amendment is effective for annual periods beginning on or
after 1 January 2022 with early application permitted. The Group currently does not believe that the adoption of this accounting guidance will have a material impact on its consolidated financial statements and related disclosures.
The amendment removes the illustration of the reimbursement of leasehold improvements. As the amendment to IFRS 16 only regards an illustrative example, no effective date is stated. The Group currently does not believe that the adoption of this accounting guidance will have a material impact on its consolidated financial statements and related disclosures.
In May 2020, the Board issued COVID-19-Related Rent Concessions (the 2020 amendments), which amended IFRS 16 Leases. The 2020 amendments introduced an optional practical expedient that simplifies how a lessee accounts for rent concessions that are a direct consequence of COVID-19. Under that practical expedient, a lessee is not required to assess whether eligible rent concessions are lease modifications, instead accounting for them in accordance with other applicable guidance. The 2021 amendments are effective for annual reporting periods beginning on or after 1 April 2021. The Group currently does not believe that the adoption of this accounting guidance will have a material impact on its consolidated financial statements and related disclosures.
On 14 May 2020, the IASB issued Onerous Contracts — Cost of Fulfilling a Contract (Amendments to IAS 37) amending the standard regarding costs a company should include as the cost of fulfilling a contract when assessing whether a contract is onerous. The amendments are effective for annual reporting periods beginning on or after 1 January 2022. The Group currently does not believe that the adoption of this accounting guidance will have a material impact on its consolidated financial statements and related disclosures.
On 14 May 2020, the IASB issued Property, Plant and Equipment - Proceeds before Intended Use (Amendments to IAS 16) regarding proceeds from selling items produced while bringing an asset into the location and condition necessary for it to be capable of operating in the manner intended by management.
It amends the standard to prohibit deducting from the cost of an item of property, plant, and equipment any proceeds from selling items produced while bringing that asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Instead, an entity recognizes the proceeds from selling such items, and the cost of producing those items, in profit or loss. The amendments are effective for annual reporting periods beginning on or after 1 January 2022. The Group currently does not believe that the adoption of this accounting guidance will have a material impact on its consolidated financial statements and related disclosures.
IBOR reform refers to the global reform of interest rate benchmarks, which includes the replacement of some interbank offered rates (IBOR) with alternative benchmark rates. The Board identified two groups of accounting issues arising from IBOR reform that could affect financial reporting and divided its project, IBOR Reform and its Effects on Financial Reporting, into two phases:
• pre-IBOR reform: where uncertainty could arise in the run-up to transition (Phase 1 amendments); and
• post-IBOR reform: when that uncertainty goes away but companies update the rates in their contracts and the details of their hedging relationships (Phase 2 amendments).
The Phase 2 amendments principally address the following issues.
Under the detailed rules of IFRS 9 Financial Instruments, modifying a financial contract can require recognition of a significant gain or loss in the income statement. However, the amendments introduce a practical expedient if a change results directly from IBOR reform and occurs on an 'economically equivalent' basis. In these cases, changes will be accounted for by updating the effective interest rate.
A similar practical expedient will apply under IFRS 16 Leases for lessees when accounting for lease modifications required by IBOR reform. The Group currently does not believe that the adoption of this accounting guidance will have a material impact on its consolidated financial statements and related disclosures.
In October 2018, the International Accounting Standards Board (IASB or the Board) issued amendments to IAS 1 Presentation of Financial Statements and IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors (the amendments) to align the definition of 'material' across the standards and to clarify certain aspects of the definition. The amendments are effective for annual reporting periods beginning on or after 1 January 2020. The Group currently does not believe that the adoption of this accounting guidance will have a material impact on its consolidated financial statements and related disclosures.
On 23 January 2020, the IASB issued Classification of Liabilities as Current or Non-current (Amendments to IAS 1) providing a more general approach to the classification of liabilities under IAS 1 based on the contractual arrangements in place at the reporting date.
The amendments in Classification of Liabilities as Current or Non-current (Amendments to IAS 1) affect only the presentation of liabilities in the statement of financial position — not the amount or timing of recognition of any asset, liability, income or expenses, or the information that entities disclose about those items.
The amendments are effective for annual reporting periods beginning on or after 1 January 2023. The Group currently does not believe that the adoption of this accounting guidance will have a material impact on its consolidated financial statements and related disclosures.
There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the company.
The Company has not adopted any other new standards or interpretations that are not mandatory. Other than as indicated above, the directors anticipate that the adoption of those standards or interpretations will have no material impact on the financial statements of the Company in the period of initial application.
The consolidated financial statements have been prepared on the historical cost basis, except were described otherwise in the policies below.
Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a basis, except for share-based payment transactions that are within the scope of IFRS 2 Share-based payment, leasing transactions that are within the scope of IFRS 16 Leases, and measurements that have some similarities to fair value but are not fair value, such as net realizable value in IAS 2 or value in use in IAS 36 Impairment of Assets.
In addition, for financial reporting purposes, fair value measurements are categorized into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:
The consolidated financial statements of the Group and the financial statements of the Company are presented in Euro (€) which is also the functional currency of the Group and Company.
The financial statements of the Group incorporate the financial statements of the Company (the parent) and entities controlled by the Company (its subsidiaries) made up to 31 December each year.
Control is achieved when the Company:
The Group reassesses whether it controls the subsidiaries if facts and circumstance indicate that there are changes to their control. When the Company has less than a majority of the voting rights of an investee, it considers that it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company's voting rights in an investee are sufficient to give it power, including:
Profit or loss and each component of other comprehensive income of subsidiaries are attributed to the owners of the Group and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Group and to the non-controlling interest even if this results in the non-controlling interest having deficit balance.
The financial statements of the subsidiaries are prepared for the same reporting year as the Group, using uniform accounting policies for like transactions and other events in similar circumstances. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group's accounting policies. All intragroup assets and liabilities, equity, income, expenses, and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. Unrealized gains and losses are eliminated.
Changes in the Group's ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to owners of the Group.
When the Group loses control over a subsidiary, the profit or loss on disposal is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. Amounts previously recognised in other comprehensive income in relation to the subsidiary are accounted for (i.e., reclassified to profit or loss or transferred directly to retained earnings) in the same manner as would be required if the relevant assets or liabilities were disposed of.
The fair value of any investments retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting or, when applicable, the cost on initial recognition of an investment in an associate or jointly controlled entity.
The Company derives revenues through its subsidiaries from the sale of electricity and the sale of solar renewable energy credits (REC). Energy generation revenue and solar renewable energy credits revenue are recognized as electricity generated by the solar energy facility and delivered to the grid at which time all performance obligations have been delivered. Revenues are based on actual output and
contractual sale prices set forth in long-term contracts and the actual price achieved for energy sold to the spot market.
Expenses in the statement of comprehensive income are presented using the nature or function of expense method. Costs of sales are expenses incurred that are associated with the goods sold and includes components of cost of sales. Operating expenses are costs attributable to administrative, marketing, selling and other business activities of the Group.
Expenses are recognized in profit or loss when a decrease in future economic benefit related to a decrease in an asset or an increase in a liability has arisen that can be measured reliably. Expenses are recognized in profit or loss: on the basis of a direct association between the costs incurred and the earning of specific items of income; on the basis of systematic and rational allocation procedures when economic benefits are expected to arise over several accounting periods and the association with income can only be broadly or indirectly determined; or immediately when an expenditure produces no future economic benefits or when, and to the extent that, future economic benefits do not qualify, or cease to qualify, for recognition in the statements of financial position as an asset.
IFRS 3 Business Combinations outlines the accounting when an acquirer obtains control of a business (e.g., an acquisition or merger). Such business combinations are accounted for using the 'acquisition method', which generally requires assets acquired and liabilities assumed to be measured at their fair value at the acquisition date.
We account for business combinations by recognizing in the financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interests in the acquiree at fair value at the acquisition date. We also recognize and measure the goodwill acquired or a gain from a bargain purchase in the business combination and determines what information to disclose to enable users of an entity's financial statements to evaluate the nature and financial effects of the business combination. In addition, acquisition costs related to business combinations are expensed as incurred. Business combinations is a critical accounting policy as there are significant judgments involved in the allocation of acquisition cost.
When we acquire renewable energy facilities we allocate the purchase price to (i) the acquired tangible assets and liabilities assumed, primarily consisting of land, plant, and long-term debt, (ii) the identified intangible assets and liabilities, primarily consisting of the value of favourable and unfavourable rate Government renewable energy incentive programs and Energy offtake agreements and the in-place value of market rate Government renewable energy incentive programs, (iii) non-controlling interests, and (iv) other working capital items based in each case on their fair values in accordance with IFRS.
We perform the analysis of the acquisition using the income approach, or an income approach or excess earnings approach. Factors considered by management in its analysis include considering current market conditions and costs to construct similar facilities. We also consider information obtained about each facility as a result of our pre-acquisition due diligence in estimating the fair value of the tangible and intangible assets and liabilities acquired or assumed. In estimating the fair value, we also establish estimates of energy production, current in-place and market power purchase rates, tax credit arrangements and operating and maintenance costs. A change in any of the assumptions above, which are subjective, could have a significant impact on the results of operations.
The allocation of the purchase price directly affects the following items in our consolidated financial statements:
A bargain purchase occurs when businesses are acquired for less than fair market value. In a bargain purchase business combination, a corporate entity is acquired by another for an amount that is less than the fair market value of its net assets. Current accounting rules for business combinations require the acquirer to record the difference between the fair value of the acquired net assets and the purchase price as a gain on its income statement due to negative goodwill.
Prepayments represent expenses not yet incurred but already paid in cash. Prepayments are initially recorded as assets and measured at the amount of cash paid. Subsequently, these are charged to profit or loss as they are consumed in operations or expire with the passage of time.
Prepayments are classified in the statements of financial position as current assets when the cost of goods or services related to the prepayments are expected to be incurred within one year or the Group's normal operating cycle, whichever is longer. Otherwise, prepayments are classified as noncurrent assets.
The Group as lessee at inception of a contract, assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration.
The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The lease liability for operating leases is based on the net present value of future minimum lease payments. The right of use asset for operating leases is based on the lease liability. The right-of-use asset comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot
be readily determined, the Group's incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.
Lease payments included in the measurement of the lease liability comprise:
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group's estimate of the amount expected to be payable under a residual value guarantee.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in the statement of comprehensive income if the carrying amount of the right-of-use asset has been reduced to zero.
The Group presents right-of-use assets that do not meet the definition of investment property in 'property, plant and equipment', and lease liabilities in trade and other payables in the statement of financial position. The movement of right-of-use of the assets of the Group is disclosed in Notes 6 and 13 to the Consolidated Financial Statements.
The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases of offices and licences that have a lease term of 12 months or less and leases of low-value assets. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
Foreign currency transactions are translated into the individual entities' respective functional currencies at the exchange rates prevailing on the date of the transaction. At the end of each financial year monetary items denominated in foreign currencies are retranslated at the rates prevailing as of the end of the financial year. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences arising on the settlement of monetary items, and on retranslation of monetary items are included in the statement of comprehensive income for the year. Exchange differences arising on the retranslation of non-monetary items carried at fair value are included in the statement of comprehensive income for the year except for differences arising on the retranslation of nonmonetary items in respect of which gains, and losses are recognised directly in equity. For such nonmonetary items, any exchange component of that gain or loss is also recognised directly in other comprehensive income.
To present consolidated financial statements, the assets and liabilities of the Group's foreign operations (including comparatives) are expressed in Euro using exchange rates prevailing at the end of the financial year. Income and expense items (including comparatives) are translated at the average
exchange rates for the period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are classified as equity and transferred to the Group's translation reserve. Such translation differences are recognised in the statement of comprehensive income in the period in which the foreign operation is disposed of.
On consolidation, exchange differences arising from the translation of the net investment in foreign entities (including monetary items that, in substance, form part of the net investment in foreign entities), and of borrowings and other currency instruments designated as hedges of such investments, are taken to the foreign currency translation reserve.
Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated accordingly.
Borrowing costs directly attributable to the acquisition, construction, or production of qualifying assets, which are assets that necessarily take a substantial period to be prepared for their intended use or sale, are added to the cost of those assets, until such time as the assets is substantially ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.
All other borrowing costs are recognized in the statement of comprehensive income in the period in which they are incurred.
The taxation expense for the period comprises current and deferred tax recognised in the reporting period. Tax is recognised in the statement of comprehensive income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case tax is also recognised in other comprehensive income or directly in equity respectively.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the statement of comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
A provision is recognized for those matters for which the tax determination is uncertain, but it is considered probable that there will be a future outflow of funds to a tax authority. The provisions are measured at the best estimate of the amount expected to become payable. The assessment is based on the judgement of tax professionals within the Group supported by previous experience in respect of such activities and in certain cases based on specialist independent tax advice.
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for:
– temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss;
– temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and
– taxable temporary differences arising on the initial recognition of goodwill. Temporary differences in relation to a right-of-use asset and a lease liability for a specific lease are regarded as a net package (the lease) for the purpose of recognising deferred tax.
Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Future taxable profits are determined based on the reversal of relevant taxable temporary differences. If the amount of taxable temporary differences is insufficient to recognise a deferred tax asset in full, then future taxable profits, adjusted for reversals of existing temporary differences, are considered, based on the business plans for individual subsidiaries in the Group. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised; such reductions are reversed when the probability of future taxable profits improves. The measurement of deferred tax reflects the tax consequences that would follow from the way the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. For this purpose, the carrying amount of investment property measured at fair value is presumed to be recovered through sale, and the Group has not rebutted this presumption. Deferred tax assets and liabilities are offset only if certain criteria are met.
Property, plant, and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes the original purchase price, costs directly attributable to bringing the asset to its working condition for its intended use, dismantling and restoration costs, and borrowing costs capitalised.
Depreciation is calculated using the straight-line method to write off the cost of property, plant, and equipment over their expected useful lives. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.
Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that economic benefits associated with the item will flow to the Group and the cost can be measured reliably.
The carrying amount of any replaced component is derecognised. Major components are treated as a separate asset where they have significantly different patterns of consumption of economic benefits and are depreciated separately over their useful lives.
In connection with the acquisition or development of solar energy facilities, the Company may have the legal requirement to remove long-lived assets constructed on leased property and to restore the leased property to its condition prior to the construction of the long-lived assets. This legal requirement is referred to as an asset retirement obligation (ARO). If the Company determines that an ARO is required for a specific solar energy facility, the Company records the present value of the estimate future liability when the solar energy facility is placed in service. AROs recorded for owned
facilities are recorded by increasing the carrying value of investment in energy property and depreciated over the solar energy facility's useful life. While an ARO, recorded for a leasing arrangement, is accounted for as a liability in the initial period recognized and amortized over the term of the solar energy facility's useful life. After initial recognition of the liability, the Company accretes the ARO to its future value over the solar energy facility's useful life.
Repairs, maintenance, and minor inspection costs are expensed as incurred.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in the statement of comprehensive income.
A subsidiary is an entity including an unincorporated entity such as a partnership that is controlled by the Company. Investments in subsidiaries are measured initially at cost. Subsequent to initial recognition, investment in subsidiaries is carried in the Group's separate financial statements at cost less any accumulated impairment losses. The Group's accounting policy for impairment of financial assets are applied to determine whether it is necessary to recognize any impairment loss with respect to its investment in the subsidiary. When necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment in accordance with the Group's accounting policy on impairment of tangible and intangible assets as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs to sell) with its' carrying amount. Any impairment loss recognized forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases. The investments in subsidiaries are derecognized upon disposal or when no future economic benefits are expected to arise from the investment. Gain or loss arising on the disposal is determined as the difference between the sales proceeds and the carrying amount of the investment in subsidiary and is recognized in profit or loss.
The Group reviews the carrying amounts of its tangible and intangible assets as at each reporting date to assess for any indication of impairment loss. If any such indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Intangible assets consist of long-term operating contracts acquired through the acquisition of solar energy facilities. Intangible assets are initially recognized at their fair value and are amortized over the term of the related Government renewable energy incentive programs using the straight-line method. For solar energy facilities that are purchased and then put into construction, intangible assets are recorded at cost, and are amortized over the term of the related Government renewable energy incentive programs using the straight-line method.
The Company reviews its investment in energy property and Government renewable energy incentive programs for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. When evaluating impairment, if the undiscounted cash flows estimated to be generated by the energy property are less than its' carrying amount, the differential carrying amount is determined to be not recoverable. The amount of the impairment loss is equal to the excess of the asset's carrying value over its estimated fair value.
Irrespective of whether there is any indication of impairment, the Group also tests its intangible assets with indefinite useful lives and intangible assets not yet available for use for impairment annually by comparing their respective carrying amounts with their corresponding recoverable amounts.
The recoverable amount of an asset or cash-generating unit is the higher of its fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
An impairment loss for the amount by which the asset's carrying amount exceeds the recoverable amount is recognised immediately in the statement of comprehensive income unless the relevant asset is carried at a revalued amount, in which case the impairment loss is first treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in the statement of comprehensive income, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The Company has goodwill and certain indefinite-lived intangible assets that have been recorded in connection with the acquisition of a business. Goodwill and indefinite-lived assets are not amortized, but instead are tested for impairment at least annually. Goodwill represents the excess of the purchase price of an acquired business over the estimated fair value of the underlying net tangible and intangible assets acquired. For purposes of the goodwill impairment test, the Company has determined that it currently operates as a single reporting unit. If it is determined that an impairment has occurred, the Company adjusts the carrying value accordingly, and charges the impairment as an operating expense in the period the determination is made. Although the Company believes goodwill is appropriately stated in the consolidated financial statements, changes in strategy or market conditions could significantly impact these judgments and require an adjustment to the recorded balance.
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument.
The Group derecognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled or they expire.
The effective interest method is a method of calculating the amortised cost of a financial instrument and allocating the interest income or expense over the relevant period. The effective interest rate is
the rate that exactly discounts estimated future cash receipts or payments (including all fees on points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial instrument or where appropriate, a shorter period, to the net carrying amount of the financial instrument. Income and expense are recognised on an effective interest basis for debt instruments other than those financial instruments at fair value through profit or loss.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in the statement of comprehensive income.
All financial assets are recognised on a trade date - the date on which the Group commits to purchase or sell the asset. They are initially measured at fair value, plus transaction costs, except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value.
Financial assets are classified into the following specified categories: financial assets at fair value through profit or loss; held-to-maturity investments; loans and receivables; and available-for-sale financial assets. The classification depends on the nature and purpose for which these financial assets were acquired and is determined at the time of initial recognition.
The Group's loans and receivables comprise trade and other receivables, amounts due from contract customers, bank balances and fixed deposits.
Such loans and receivables are non-derivatives with fixed or determinable payments that are not quoted in an active market. They are measured at amortised cost, using the effective interest method less impairment. Interest is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial.
The Group recognizes a loss allowance for expected credit losses on investments in debt instruments that are measured at amortised cost or at fair value through other comprehensive income, lease receivables, trade receivables and contract assets, as well as on financial guaranteed contracts. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.
The Group always recognizes lifetime expected credit losses (ECL) for trade receivables. The ECL on these financial assets are estimated using a provision matrix based on the Group's historical credit loss experience, adjusted for factors that are specific to the receivables, general economic conditions, and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including the time value of money where appropriate. When there has not been a significant increase in credit risk since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12-month ECL. This represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date; except for assets for which a simplified approach was used.
The Group assumes that the credit risk on a financial instrument has not increased significantly since initial recognition if the financial instrument is determined to have low credit risk at the reporting date. A financial instrument is determined to have low credit risk if:
The Group considers a financial asset to have low credit risk when the asset has an external credit rating of 'investment grade' in accordance with the globally understood definition or if an external rating is not available, the asset has an internal rating of 'performing'. Performing means that the counterparty has a strong financial position and there are no past due amounts.
The Group considers the following as constituting an event of default for internal credit risk management purposes as historical experience indicates that financial assets that meet either of the following criteria are generally not recoverable:
Irrespective of the above analysis, the Group considers that default has occurred when a financial asset is more than 90 days past due unless the Group has reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate.
Critical to the determination of ECL is the definition of default. The definition of default is used in measuring the amount of ECL and in the determination of whether the loss allowance is based on 12 month or lifetime ECL, as default is a component of the probability of default (PD) which affects both the measurement of ECL and the identification of a significant increase in credit risk.
The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership of the financial asset and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and recognises a collateralised borrowing for the proceeds receivable.
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all its liabilities. Equity instruments are recorded at the proceeds received net of direct issue costs.
Ordinary share capital is classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognised as a deduction from equity.
Financial liabilities are classified as either financial liabilities at fair value through profit or loss or other financial liabilities.
Retained earnings represent accumulated profit attributable to equity holders of the Group after deducting dividends declared. Retained earnings may also include effect of changes in accounting policy as may be required by the standard's transitional provisions.
Trade and other payables are initially measured at fair value, net of transaction costs, and are subsequently measured at amortised cost, where applicable, using the effective interest method, with interest expense recognised on an effective yield basis.
Interest-bearing bank loans and overdrafts are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest method. Any difference between the proceeds (net of transaction costs) and the settlement or redemption of borrowings is recognised over the term of the borrowings.
The Group derecognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled or they expire.
Provisions are recognized when the Group has a present obligation (legal or constructive) because of a past event, it is probable that the Group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, considering the risks and uncertainties surrounding the obligation.
Where a provision is measured using the cash flows estimated to settle the present obligation, its' carrying amount is the present value of those cash flows (when the effect of the time value of money is material).
When some or all the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognized as an asset if it is virtually certain that reimbursement will be received, and the amount of the receivable can be measured reliably. Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate.
If it is no longer probable that a transfer of economic benefits will be required to settle the obligation, the provision should be reversed.
Contingent liabilities, arising because of past events, are not recognised when (i) it is not probable that there will be an outflow of resources, or the amount cannot be reliably measured at the reporting date or (ii) when the existence will be confirmed by the occurrence or non-occurrence of uncertain future events not wholly within the Group's control. Contingent liabilities are disclosed in the financial statements unless the probability of an outflow of resources is remote.
Contingent assets are not recognised. Contingent assets are disclosed in the financial statements when an inflow of economic benefits is probable.
Present obligations arising under onerous contracts are recognized and measured as provisions. An onerous contract is considered to exist when the Group has a contract under which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received from the contract.
Provisions for warranty costs are recognized at the date of sale of the relevant products at the management's best estimate of the expenditure required to settle the Group's obligation.
Cash and cash equivalents comprise cash on hand and demand deposits and other short-term highly liquid investments which are readily convertible to known amounts of cash and are subject to insignificant risk of changes in value.
A related party transaction is a transfer of resources, services or obligations between the Group and a related party, regardless of whether a price is charged. Parties are considered related if one party has control, joint control, or significant influence over the other party in making financial and operating decisions. An entity that has a post-employment benefit plan for the employees and key management personnel of the Group are also considered to be related parties. Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument.
| Directors' Remuneration Director's Remuneration |
December 31, 2021 (€000's) |
|---|---|
| Remuneration in respect of services as Director | – |
| Auditor's Remuneration - Group Auditor's Remuneration |
December 31, 2021 (€000's) |
| Audit | 20 |
| Auditor's Remuneration – Company Auditor's Remuneration |
December 31, 2021 (€000's) |
Audit -
In preparing these financial statements, the Group and Company make judgements, estimates and assumptions concerning the future that impact the application of policies and reported amounts of assets, liabilities, income, and expenses.
The resulting accounting estimates calculated using these judgements and assumptions are based on historical experience and expectations of future events and may not equal the actual results. Estimates and underlying assumptions are reviewed on an ongoing basis, and revisions to estimates are recognised prospectively.
Critical judgements made in applying the Group's and Company's accounting policies that have the most significant effects on the amounts recognised in these financial statements are set out below:
The fair value of the purchase consideration is valued based on a discounted cash flow over the life of the assets. The company uses estimates of future revenues and expenses to determine the fair value. The purchase price allocation was based, in part, on management's current knowledge of the project and the results of a fair value assessment that the Company performed.
In the application of the Group's accounting policies, management is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on the historical experience and other factors that are considered relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.
The following are the critical judgments, apart from those involving estimations, that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognized in financial statements.
In making their judgment, management considered the detailed criteria for the recognition of revenue set out in IFRS 15 and in particular whether the Group had transferred control of the goods to the customer. Following the detailed quantification of the Group's liability in respect of rectification work, and the agreed limitation on the customer's ability to require further work or to require replacement of the goods, management are satisfied that control has been transferred and that recognition of the revenue in the current year is appropriate, in conjunction with the recognition of an appropriate warranty provision for the rectification costs.
ECL are measured as an allowance equal to 12-month ECL for stage 1 assets, or lifetime ECL assets for stage 2 or stage 3 assets. An asset moves to stage 2 when its' credit risk has increased significantly since initial recognition. IFRS 9 does not define what constitutes a significant increase in credit risk. In assessing whether the credit risk of an asset has significantly increased, the Group takes into account qualitative and quantitative reasonable and supportable forward-looking information.
Based on the economic substance of the underlying circumstances relevant to the Group, the functional currency of the Group has determined to be the Euro. The Euro is the currency of the primary economic environment in which the Group operates. It is the currency that mainly influences the Group in determining the costs and revenues.
The evaluation of whether an arrangement contains a lease is based on its substance. An arrangement is, or contains, a lease when the fulfilment of the arrangement depends on a specific asset or assets and the arrangement conveys the right to use the asset.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risk and rewards of the ownership to the lessee otherwise leases are classified as operating leases. Judgment is used in determining whether the significant risk and rewards of ownership are transferred to the lessee. In making such judgment the Group evaluates the terms and conditions of the lease arrangement. The lease is classified as a finance lease if the lessee has the option to purchase the asset at a price that is expected to be sufficiently lower than the fair value at the date the option becomes exercisable for it to be reasonably certain, at the inception of the lease, that the option will be exercised or the lease term is for the major part of the economic life of the asset or at the inception of the lease the present value of the minimum lease payments amounts to at least substantially all of the fair value of the leased asset; or the leased assets are of such a specialized nature that only the lessee can use them without major modifications) in which the management believes that the lessor has transferred substantially all the risk and rewards over the leased asset to the lessee.
Based on management evaluation, the lease arrangements entered into by Group as a lessor are accounted for as finance leases because the Group has determined that choose which item applies: (a) the lessor will transfer the ownership of the leased assets to the Group upon termination of the lease; and, (b) the Group has given the lessee an option to purchase the asset at a price that is sufficiently lower than the fair value at the date of the option.
Management exercises its judgment in determining whether the Group has control over another entity by evaluating the substance of relationship that indicates the control of Group over its subsidiaries. The recognition and measurement of the Group's investment over these entities will depend on the result of the judgment made.
The useful lives of the Group's assets with definite life are estimated based on the period over which the assets are expected to be available for use. The estimated useful lives of Group's property, plant and equipment are reviewed periodically and are updated if expectations differ from previous estimates due to physical wear and tear, technical or commercial obsolescence and legal or other limits on the use of the Group's assets. In addition, the estimation of the useful lives is based on the Group's collective assessment of industry practice, internal technical evaluation, and experience with similar assets. It is possible, however, that future results of operations could be materially affected by changes in estimates brought about by changes in factors mentioned above. The amounts and timing of recorded expenses for any period would be affected by changes in these factors and circumstances. A reduction in the estimated useful lives of property, plant and equipment would increase the recognized operating expenses and decrease non-current assets. The Group's property, plant and equipment are typically measured at 14 - 20 years but are also analysed on an asset-to-asset basis.
Determining whether goodwill is impaired requires estimation of the value of cash-generating units to which goodwill has been allocated. The value in use calculation requires the directors to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate to calculate present value. Where the actual future cash flows are less than expected a material impairment loss may arise.
The Group performs an impairment review when certain impairment indicators are present. Purchase accounting requires extensive use of accounting estimates and judgment to allocate the purchase price to the fair market values of the assets and liabilities purchased. Determining the recoverable amount of property, plant and equipment, intangible assets, and investment in associates, joint ventures, and subsidiaries, which require the determination of future cash flows expected to be generated from the continued use and ultimate disposition of such assets, requires the Group to make estimates and assumptions that can materially affect the consolidated financial statements. Future events could cause the Group to conclude that property, plant and equipment, intangible assets, and investment in associates, joint ventures, and subsidiaries are impaired. Any resulting impairment loss could have a material adverse impact on the financial condition and results of operations.
The preparation of the estimated future cash flows involves significant judgment and estimations. While the Group believes that its assumptions are appropriate and reasonable, significant changes in the assumptions may materially affect the assessment of recoverable values and may lead to future additional impairment charges.
| 31 December 2021 | 31 December 2020 | |
|---|---|---|
| Revenue | (€000's) | (€000's) |
| Revenue | 20,333 | - |
| Net Revenue, by Offtake Type | 31 December 2021 (€000's) |
31 December 2020 (€000's) |
|---|---|---|
| Government Renewable energy incentive Programs |
12,885 | - |
| Energy Offtake Agreements | 7,448 | - |
| Total | 20,333 | - |
| Revenue by Country | 31 December 2021 (€000's) |
31 December 2021 (€000's) |
|---|---|---|
| Romania | 14,307 | - |
| Italy | 3,088 | - |
| Netherlands | 1,005 | - |
| Poland | 1,933 | - |
| Total Revenue by Country | 20,333 | - |
The Group manages its operations as a single business operation and there are no parts of the Group that qualify as operating segments. The Board assesses the financial performance of the Group on an integrated basis only and accordingly, the Group is managed based on a single segment.
Two individual external customers each account for over 10% of the Group's revenue, as follows:
| Top 2 customers | 31 December 2021 (€000's) |
|---|---|
| Client 1 | 4,609 |
| Percentage of Total Revenue | 23% |
| Client 2 | 2,635 |
| Percentage of Total Revenue | 13% |
| Cost of Sales - Group | 31 December 2021 (€000's) |
31 December 2020 (€000's) |
|---|---|---|
| Energy Consumption | 3,119 | - |
| Operations & Maintenance | 1,083 | |
| Consulting Expense | 891 | - |
| Insurance Expense | 107 | |
| Misc. Expense | 318 | |
| Total | 5,518 | - |
As part of the bond management agreement the Bond provides Eur 1,000 each month for each MW of solar parks under operation. For the year the total provided by the bond sums to Eur 0.93 million for Consolidated and Company. General and administration expenses for period ended 2020 was zero.
| Other Expense – Group | 31 December 2021 (€000's) |
31 December 2020 (€000's) |
|---|---|---|
| Interest Expense | 8,290 | - |
| Amortisation of cost of debt | 3,152 | |
| Disposal of Assets | 16 | - |
| Total Finance Expense | 11,458 | - |
| Other Expense - Company | 31 December 2021 (€000's) |
31 December 2020 (€000's) |
|---|---|---|
| Interest Expense | 7,401 | - |
| Amortisation of cost of debt | 3,152 | |
| Total Finance Expense | 10,553 | - |
| Depreciation and Amortisation - Group | 31 December 2021 (€000's) |
31 December 2020 (€000's) |
|---|---|---|
| Amortisation (Note 8) | 36 | - |
| Depreciation (Note 8) | 5,381 | - |
| Depreciation - Company | 31 December 2021 | 31 December 2020 |
|---|---|---|
| (€000's) | (€000's) | |
| Depreciation (Note 8) | 648 | - |
In December 2020, a new wholly owned subsidiary in Ireland, Solis Bond Company DAC (Solis), was incorporated to issue a series of bonds and hold the Group's European operating companies that are financed using those bonds. During the quarter ended 31 March 2021, Solis refinanced its Italian, Netherlands, and Romanian operating companies: PC-Italia-02 SpA, CTS Power 2 S.r.l, CIC Rooftop 2 S.r.l, SPV White One S.r.l, CIC RT Treviso S.r.l, Zonnepark Rilland B.V., FRAN Energy Investments S.r.l, and Power Clouds S.r.l.
Also, during the quarter ended 31 March 2021, Solis acquired 100% of the share capital of the following Romanian companies: Ecosfer Energy S.r.l, Lucas EST S.r.l. During the quarter ended 31 March 2021, Solis acquired 100% of the share capital of another Italian company, Serre S.r.l. Subsequently, in April of 2021, Solis acquired 100% of the share capital of another Romanian company, LJG Green Source Energy Beta S.r.l.
| Project Name | Ecosfer | Lucas | Greensource |
|---|---|---|---|
| Cost of Acquisition | 31 December 2021 (€000's) |
31 December 2021 (€000's) |
31 December 2021 (€000's) |
| Contracted Purchase Price | 14,604 | 9,322 | 22,000 |
| Net Working Capital after Adjustments |
2,905 | 1,841 | (2,078) |
|---|---|---|---|
| Total Acquisition Cost | 17,509 | 11,163 | 19,922 |
| Fair Value of Assets Acquired | |||
| NPV of DCF - Energy Asset | 16,721 | 10,082 | 36,780 |
| Green Certificates inventory | 889 | 595 | 1,183 |
| Net Working Capital Adjustments | 753 | 32 | 356 |
| 18,363 | 10,709 | 38,319 | |
| Bargain Purchase/(Goodwill) | 844 | (454) | 18,397 |
| Weighted Average Cost of Capital |
7.10% | 7.10% | 7.10% |
In July 2020, a new wholly owned subsidiary in Italy, PC-Italia-03 S.r.l, was incorporated. This company was incorporated to acquire Italian special purpose vehicles, power plants and/or other assets located in Italy. During the quarter ended 31 March 2021, this company completed the acquisition of 100% of the share capital of Italian SPVs, Serre S.r.l, KKSOL S.r.l. and Petriolo Fotovoltaica S.r.l. Subsequently, in April of 2021, PC-Italia-03 acquired 100% of the share capital of another two Italian SPVs, MABI S.r.l and BIMA S.r.l.
| Project Name | Serre | KKSol | Petriolo | MABI | BIMA |
|---|---|---|---|---|---|
| 31 December 2021 |
31 December 2021 |
31 December 2021 |
31 December 2021 |
31 December 2021 |
|
| Cost of Acquisition | (€000's) | (€000's) | (€000's) | (€000's) | (€000's) |
| Contracted Purchase Price |
2,214 | 1,076 | 1,076 | 2,681 | 1,167 |
| Net Working Capital after adjustments |
85 | 267 | 185 | (145) | 106 |
| Total Acquisition Cost | 2,299 | 1,343 | 1,261 | 2,536 | 1,273 |
| Fair Value of Assets Acquired |
|||||
|---|---|---|---|---|---|
| NPV of DCF - Energy Asset |
2,393 | 977 | 926 | 2,388 | 1,145 |
| Net Working Capital Acquired |
485 | 245 | 144 | 39 | 274 |
| Net Working Capital Adjustments |
(113) | 14 | 2 | 78 | 28 |
| 2,765 | 1,236 | 1,072 | 2,505 | 1,447 | |
| Bargain Purchase/(Goodwill) |
466 | (107) | (189) | (30) | 175 |
| Weighted Average Cost of Capital |
7.10% | 7.10% | 7.10% | 7.10% | 7.10% |
| 31 December 2021 | |
|---|---|
| (€000's) | |
| Goodwill at 1 January 2021 | - |
| Additions to Goodwill | 1,881 |
| Goodwill at 31 December 2021 | 1,881 |
Movements in the carrying amounts of the Group's property, plant and equipment are as follows:
| Property, Plant and Equipment - Group (€000's) |
Property, Plant and Equipment |
Land | Right of use asset |
Asset Retirement |
Totals |
|---|---|---|---|---|---|
| Cost | - - |
- | - | - | |
| Opening Balance | - - |
- | - | - | |
| Addtions | 156,606 | 465 | 3,701 | 520 | 161,292 |
| Closing balance of cost account | 156,606 | 465 | 3,701 | 520 | 161,292 |
| Accumulated Depreciation | |||||
| Opening Balance | - | - | - | - | - |
| Addtions | 3,041 | - | 138 | 20 | 3,199 |
| Depreciation charge for the year | 5,381 | - | 26 | 10 | 5,417 |
| Closing balance of the accumulated | |||||
| depreciation account | 8,422 | - | 164 | 30 | 8,616 |
| Net book value as at 31 December 2021 | 148,184 | 465 | 3,537 | 490 | 152,676 |
| Property, Plant and Equipment - Company (€000's) |
Property, Plant and Equipment |
Right of use asset |
Totals |
|---|---|---|---|
| Cost | - | - | - |
| Opening Balance | - | - | - |
| Addtions | 63,216 | 2,102 | 65,318 |
| Closing balance of cost account | 63,216 | 2,102 | 65,318 |
| Accumulated Depreciation | |||
| Opening Balance | - | - | - |
| Addtions | - | - | - |
| Depreciation charge for the year | 648 | - | 648 |
| Closing balance of the accumulated | |||
| depreciation account | 648 | - | 648 |
| Net book value as at 31 December 2021 | 62,568 | 2,102 | 64,670 |
| 31 December 2021 | 31 December 2020 | |
|---|---|---|
| Investment in Subsidiaries - Company: | (€000's) | (€000's) |
| Investment in subsidiaries | 68,400 | - |
| Total Investment in Subsidiaries, net at 31 December 2021 |
68,400 | - |
The Company has investments in PC-Italia-02 S.p.A, SPV White One S.r.l, CTS Power 2 S.r.l, CIC Rooftop 2 S.r.l, CIC RT Trevesio S.r.l, San't Angelo Energia S.r.l, KKSOL S.r.l, Solarpark Serre 1 S.r.l, Petriolo Fotovoltaica S.r.l, Mabi S.r.l, Bima S.r.l, F.R.A.N Energy Investment SRL, Power Clouds S.r.l, Lucas EST S.r.l., Ecosfer Energy S.r.l, Greensource Energy Beta S.r.l, Zonnepark Rilland B.V., Solar park Samas Sp. Z.O.O, Elektrownia Komorowo Sp. Z.O.O and PV Zachod Sp. Z.O.O.
Management believes that there is no indication that an impairment loss has occurred.
The carrying amounts of trade receivables and other receivables approximate their fair value largely due to the short-term maturities and nature of these instruments. All trade receivables are due within the Group's and Company's normal terms which is 30 days.
| 31 December 2021 | 31 December 2020 | |
|---|---|---|
| Trade and Other Receivables - Group: | (€000's) | (€000's) |
| Trade receivables | 7,223 | 51 |
| Prepayments & other | 571 | - |
| Value added tax recoverable, net | 3,609 | - |
| Total Trade and Other Receivables | 11,403 | 51 |
| 31 December 2021 | 31 December 2020 | |
|---|---|---|
| Trade Receivables - Company: | (€000's) | (€000's) |
| Trade receivables | 14 | 51 |
| Total Trade Receivables | 14 | 51 |
Cash and cash equivalents at the end of the reporting period as shown in the statements of cash flows can be reconciled to the related items in the statements of financial position as follows:
| 31 December 2021 | 31 December 2020 | |
|---|---|---|
| Cash and Cash Equivalent - Group | (€000's) | (€000's) |
| Cash in bank | 11,181 | - |
| Restricted cash: | - | |
| Debt service reserve | 1,301 | - |
| Escrow accounts | 5,692 | |
| Cash and Cash Equivalent | 18,174 | - |
| 31 December 2021 | 31 December 2020 | |
|---|---|---|
| Cash and Cash Equivalent - Company | (€000's) | (€000's) |
| Cash in bank | 9,397 | - |
| Restricted cash: | - | - |
| Debt service reserve | 1,301 | |
|---|---|---|
| Escrow accounts | 4,404 | |
| Cash and Cash Equivalent | 15,102 | - |
Restricted Cash and cash equivalent relates balances that are in the bank accounts for specific defined purposes and cannot be used for any other undefined purposes. The balance has a debt service reserve account as per the requirements from the Bond Trustee that is serving the purpose of issuing the quarterly coupons to the Bond trustee for the Green Bonds issued in 2021. There is an account that has the residual balance of Eur 20 M bond tap that must be used for permitted acquisitions as per Bond terms. The balance also has an account for a bank guarantee in place for Poland and there are two acquisition related accounts in Italy and Romania that hold escrow balances.
The carrying amounts of trade and other payables approximate their fair value largely due to the shortterm maturities and nature of these instruments. The repayment terms of trade payables vary between on demand and 30 days. No interest is payable on trade payables.
The terms of the accruals are based on underlying invoices.
| 31 December 2021 | 31 December 2020 | ||
|---|---|---|---|
| Trade and Other Payables - Group | (€000's) | (€000's) | |
| Trade payables | 8,413 | 4,384 | |
| Accruals | 770 | 154 | |
| Asset Retirement obligation | 552 | - | |
| Total Trade and Other Payables | 9,735 | 4,538 |
| 31 December 2021 | 31 December 2020 | |
|---|---|---|
| Trade and Other Payables – Company | (€000's) | (€000's) |
| Trade payables | 3,013 | 4,384 |
| Accruals | - | 154 |
| Total Trade and Other Payables | 3,013 | 4,538 |
| Share Capital - Group | 31 December 2021 |
31 December 2020 |
|---|---|---|
| Ordinary share capital - authorized 1,000 | ||
| ordinary shares of Eur 1 each | 1,000 | 1,000 |
| Called up Share Capital - Group (€000's) | 31 December 2021 |
31 December 2020 |
| Allotted, called up and fully paid | 1 | 1 |
| Share Capital - Company | 31 December 2021 |
31 December 2020 |
| Ordinary share capital - authorized 1,000 | ||
| ordinary shares of Eur 1 each | 1,000 | 1,000 |
| Called up Share Capital - Group (€000's) | 31 December 2021 |
31 December 2020 |
Capital contributions represent amounts received from Alternus Energy Group (AEG).
| Capital Contribution - Group & | 31 December |
|---|---|
| Company | 2021 (€000's) |
| Cash paid by AEG to Solis | 12,813 |
| Standstill agreement between AEG & Solis |
13,000 |
| Cash paid for acquisition of Rilland project |
2,375 |
| AEG subordinate loan for Fran & PWCL | 2,369 |
| Net assets | 6,943 |
| Total Capital Contribution | 37,500 |
| Less: Alternus Energy Group (AEG) Intercompany |
(5,612) |
| Total Capital Contribution, net of AEG Intercompany |
31,888 |
The share premium reserve represents the premium on issue of the ordinary shares.
The share capital represents the capital on issue of the ordinary shares.
The foreign exchange reserve represents gains/losses arising on retranslating the net assets of overseas operations into Euro.
The retained earnings represent cumulative gains and losses recognised net of transfers to/from other reserves and dividends paid.
| Debt Summary – Group and Company | 31 December 2021 (€000's) |
31 December 2020 (€000's) |
|---|---|---|
| Bond Debt – secured | 130,000 | - |
| Gross debt | 130,000 | - |
| Debt discount – Short term | (3,289) | |
| Debt discount – Long term | (3,396) | - |
| Total Long Term and Short-Term Debt | 123,315 | - |
Capitalised fees in Debt Discount relates to the various financing fees, legal costs, technical and financial due diligence costs, bond trustee and other bond related charges for the Solis Bond and it's related subsidiaries. The cost will be amortised on a straight-line basis over the life of the debt of 3 years starting January 2021 to January 2024. Euro 3.1 million has been amortised during the year and is included in other expenses.
In January 2021, the Solis Bond Company DAC, issued a series of bonds in the maximum amount of €200 million in a bond term agreement of 3 years with an interest rate of EURIBOR 3 months +6.5%. The bond was used for refinancing existing facilities and funding new acquisitions. As of 31 December 2021, there was €130 million outstanding on the bond. As of February 2022 the Bond is listed on the Euronext Oslo Børs exchange.
a) Capital commitments
At the period end the Group does not have any capital commitments.
b) Lease commitments
The Group has total future minimum lease payments under non-cancellable lease commitments as follows:
| 31 December 2021 (€000's) |
|
|---|---|
| Right of Use Liability | 3,437 |
| Current portion | 101 |
| Long Term Portion | 3,366 |
| 2022 | 298 |
| 2023 | 301 |
| 2024 | 303 |
| 2025 | 306 |
| 2026 | 288 |
| Thereafter | 7,388 |
| Total Future Lease Payments | 9,083 |
| Less: Imputed Interest | (5,643) |
| Present Value of Future operating Leases | 3,440 |
| Less Current Portion of Long-Term Leases | (101) |
| Operating Leases Net of Current Portion | 3,338 |
| Right of Use Assets, operating lease net | 3,537 |
| 31 December 2021 (€000's) |
|
|---|---|
| Right of Use Liability | 2,102 |
| Current portion | 25 |
| Long Term Portion | 2,077 |
| 2022 | 117 |
| 2023 | 120 |
| 2024 | 123 |
|---|---|
| 2025 | 126 |
| 2026 | 128 |
| Thereafter | 5,889 |
| Total Future Lease Payments | 6,503 |
| Less: Imputed Interest | (4,402) |
| Present Value of Future operating Leases | 2,102 |
| Less Current Portion of Long-Term Leases | (25) |
| Operating Leases Net of Current Portion | 2,077 |
| Right of Use Assets, operating lease net | 2,102 |
The lease liability for operating leases is based on the net present value of future minimum lease payments. The right of use asset for operating leases is based on the lease liability.
The Group's leases include rental of land for business use. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental repayments. The lease terms range from 2 - 25 years depending on the term set in the contract.
The right-of-use asset of licences is classified as 'intangible assets', while the right-of-use asset of office rentals is classified as 'property, plant, and equipment'. The movement in the carrying amount of the right-of-use assets of the Group at the start and end of each reporting period.
| 31 December 2021 (€000's) - Company |
31 December 2021 (€000's) - Group |
||
|---|---|---|---|
| Major components of tax expense (income) | |||
| Current tax expense Deferred tax expense |
- - |
447 - |
|
| Tax expense | - | 447 | |
| Explanation of the relationship between tax expense and accounting profit | |||
| 31 December 2021 (€000's) - Company |
31 December 2021 (€000's) - Group |
||
| Accounting profit | (12,132) | 16,891 | |
| Tax at the applicable rate of 12.5% | (1,516) | 2,111 | |
| Tax effect of income and expenses not includible in determining taxable profit |
|||
| Reversal of bargain purchase | - | (2,485) | |
| Intercompany transfer pricing | - | (396) | |
| Foreign tax losses | (2,822) | ||
| Tax effect of differences in foreign tax rates | - | 933 | |
| Other | - | 143 | |
| Change in valuation allowance | 1,516 | 2,963 | |
| Effective tax rate | - | 447 | |
| The tax effects of temporary difference and carryforwards that give rise to significant portions of the net deferred tax assets were as follows: |
| 31 December 2021 (€000's) - Company |
31 December 2021 (€000's) - Group |
|
|---|---|---|
| Deferred tax assets: | ||
| Net operating losses | 1,516 | 2,744 |
| Interest Expense Carry Forward |
- | 219 |
| Total deferred tax assets | 1,516 | 2,963 |
| Deferred tax asset valuation allowance |
(1,516) | (2,963) |
| Net deferred tax assets | - | 0 |
| Deferred tax liabilities: | ||
| Depreciation and amortization |
- | - |
| Total deferred tax liabilities |
- | - |
| Net deferred taxes | — | — |
The Company's valuation allowance increased during 2021 by Eur 2,963 for Group and 1,516 for Company primarily due to the generation of net operating losses.
Deferred tax assets have not ben recognised in respect of these losses as they may not be used to offset taxable profits elsewhere in the Company and there are no other tax planning opportunities or other evidence of recoverability in the near future.
Future realization of the tax benefits of existing temporary differences and net operating loss carryforwards ultimately depends on the existence of sufficient taxable income within the carryforward period. As of December 31, 2021, the Company performed an evaluation to determine whether a valuation allowance was needed. The Company considered all available evidence, both positive and negative, which included the results of operations for the current and preceding years. The Company determined that it was not possible to reasonably quantify future taxable income and determined that it is more likely than not that all of it deferred tax assets will not be realized. Accordingly, the Company maintained a full valuation allowance as of December 31, 2021.
The Company is a member of the Alternus Energy Group of Companies and as a result, the majority of the Company's related party transactions emanate from this relationship. Alternus Energy Group has contributed Capital of Eur 31.8 million as disclosed below. The note for Subsidiary undertakings further lists out all the subsidiaries for the Group and the Company.
| Capital Contribution - Group & | 31 December |
|---|---|
| Company | 2021 (€000's) |
| Cash paid by AEG to Solis | 12,813 |
| Standstill agreement between AEG & Solis |
13,000 |
| Cash paid for acquisition of Rilland project |
2,375 |
| AEG subordinate loan for Fran & PWCL | 2,369 |
| Net assets | 6,943 |
| Total Capital Contribution | 37,500 |
| Less: Alternus Energy Group (AEG) Intercompany |
(5,612) |
| Total Capital Contribution, net of AEG Intercompany |
31,888 |
The Company has the following subsidiary undertakings; all subsidiaries are wholly owned and all shareholdings are in ordinary shares.
Alternus Energy Group Plc (the Group) was incorporated in Dublin, Ireland on January 31, 2019 under the name Alternus Energy International Limited. On October 20, 2020 the Company re-registered as a Plc and changed its name to Alternus Energy Group Plc. Alternus Energy Group Plc owns 100% of shares of Solis.
In August 2016, a company in Italy, PC-Italia-02 SRL was incorporated. This company was incorporated to acquire Italian special purpose vehicles, power plants and/or other assets located in Italy. During the quarter ended 31 March 2017, this company completed the acquisition of the Sant'Angelo Energia S.r.l. in Italy which operates a 702kW PV solar park. Subsequently, in April 2019, PC-Italia-02 acquired four additional SPVs in Italy, CIC Rooftop 2 S.r.l., CIC RT Treviso S.r.l., SPV White One S.r.l., CTS Power 2 S.r.l. During the six months ended 30 September 2021 all of these entities were transferred to sit under Solis Bond Company DAC.
In December 2020, a new wholly owned subsidiary, Solis Bond Company DAC, was incorporated in Ireland to issue a series of bonds and hold the Group's European operating companies that are financed through those bonds. During the quarter ended 31 March 2021, Solis refinanced its Italian, Netherlands, and Romanian operating companies: PC-Italia-02 SpA, CTS Power 2 S.r.l, CIC Rooftop 2 S.r.l, SPV White One S.r.l, CIC RT Treviso S.r.l, Zonnepark Rilland B.V., FRAN Energy Investments S.r.l, and Power Clouds S.r.l. Also, during the quarter ended 31 March 2021, Solis acquired 100% of the share capital of the following Romanian companies: Ecosfer Energy S.r.l, Lucas EST S.r.l. During the quarter ended 31 March 2021, Solis acquired 100% of the share capital of another Italian company, Serre S.r.l. Subsequently, in April 2021, Solis acquired 100% of the share capital of another Romanian company, LJG Green Source Energy Beta S.r.l. In May 2021, Solis acquired 100% of the share capital of
another Polish company, Solarpark Samas Sp. Z.O.O. In December 2021, Solis acquired 100% of the share capital of another Polish companies Elektrownia PV Komorowo Sp. Z.O.O and PV Zachod Sp. Z.O.O.
| Date | Alternus Energy | Country of | ||
|---|---|---|---|---|
| Subsidiary | Principal Activity | Acquired/Established | Ownership | Operation |
| Power Clouds SRL | SPV | 31 March 2015 | 100% | Romania Solar |
| (via Solis) | Operating Park | |||
| F.R.A.N. Energy | SPV | 31 March 2015 | 100% | Romania Solar |
| Investment SRL | (via Solis) | Operating Park | ||
| August 2016 | 100% | Italy Solar Operating | ||
| PC-Italia-02 S.p.A. | SPV | (via Solis) | Park | |
| Sant'Angelo Energia S.r.l. | SPV | 30 March 2017 | 100% (via PC-Italia-02) |
Italy Solar Operating Park |
| 100% | Italy Solar Operating | |||
| CIC Rooftop 2 S.r.l. | SPV | 23 April 2019 | (via Solis) | Park |
| 100% | Italy Solar Operating | |||
| CIC RT Treviso S.r.l. | SPV | 23 April 2019 | (via Solis) | Park |
| 100% | Italy Solar Operating | |||
| SPV White One S.r.l. | SPV | 23 April 2019 | (via Solis) | Park |
| 100% | Italy Solar Operating | |||
| CTS Power 2 S.r.l. | SPV | 23 April 2019 | (via Solis) | Park |
| Zonnepark Rilland B.V. | SPV | 20 December 2019 | 100% | Netherlands Solar |
| (via Solis) | Operating Park | |||
| Solis Bond Company | Holding Company | December 2020 | 100% | Ireland Holding |
| DAC | Company | |||
| KKSOL S.r.l | SPV | February 2021 | 100% | Italy Solar Operating |
| (via Solis) | Park | |||
| Petriolo Fotovoltaica | SPV | February 2021 | 100% | Italy Solar Operating |
| S.r.l | (via Solis) | Park | ||
| Solarpark Serre 1 S.r.l | SPV | March 2021 | 100% (via Solis) |
Italy Solar Operating Park |
| 100% | Romania Solar | |||
| Lucas EST S.r.l | SPV | March 2021 | (via Solis) | Operating Park |
| 100% | Romania Solar | |||
| Ecosfer Energy S.r.l. | SPV | March 2021 | (via Solis) | Operating Park |
| Green Source Energy | 100% | Romania Solar | ||
| Beta S.r.l | SPV | May 2021 | (via Solis) | Operating Park |
| 100% | Italy Solar Operating | |||
| BIMA SRL | SPV | May 2021 | (via Solis) | Park |
| 100% | Italy Solar Operating | |||
| MABI SRL | SPV | May 2021 | (via Solis) | Park |
| Solarpark Samas Sp. | SPV | August 2021 | 100% | Poland Solar Operating |
| Z.O.O | (via Solis) | park | ||
| Elektrownia PV | SPV | December 2021 | 100% | Poland Solar Operating |
| Komorowo Sp. Z.O.O | (via Solis) | park | ||
| PV Zachod Sp. Z.O.O | SPV | December 2021 | 100% | Poland Solar Operating |
| (via Solis) | park |
In accordance with IAS 10, Events after the reporting period (Subsequent Events), we have evaluated subsequent events through the date of issuance of these financial statements.
On 14 February 2022, Solis Bond Company DAC, filed an application for its bond to be admitted to stock exchange listing on the Euronext Oslo Børs exchange.
On 2nd March 2022, Solis Bond Company DAC successfully completed a tap issue of EUR 10 Million under its 3-year senior secured bond issue.
On 31st March 2022, Solis Bond Company DAC acquired 11 MW operational portfolio in Poland.
The consolidated financial statements in respect of the year ended 31 December 2021 were approved and authorised for issue by the Directors on 29 April, 2021.
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