Investor Presentation • Oct 17, 2022
Investor Presentation
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OCTOBER 17, 2022
This investor presentation (this "Presentation") is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the "Business Combination") between Clean Earth Acquisition Corp. ("Clean Earth") and Alternus Energy Group Plc ("Alternus") and for no other purpose. The information contained herein does not purport to be all-inclusive and none of Clean Earth, Alternus or their respective affiliates or representatives makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this Presentation. Viewers of this Presentation should make their own evaluation of Alternus and of the relevance and accuracy of the information contained herein and should make such other investigations as they deem necessary.
This Presentation does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any security of Clean Earth, Alternus, or any of their respective affiliates, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. You should not construe the contents of this Presentation as legal, tax, accounting or investment advice or a recommendation. You should consult your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein, and, by accepting this Presentation, you confirm that you are not relying upon the information contained herein to make any investment decision.
This document contains forward-looking statements within the meaning of section 27A of the Securities Act and section 21E of the Exchange Act that are based on beliefs and assumptions and on information currently available to Clean Earth and the Seller. Certain statements included in this document that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Some of the statements contained in this document, including information incorporated by reference, discuss future expectations, plans or prospects, or state other forward looking information Words such as "intends", "believes", "expects," "anticipates,", "plans," "estimates," "should," "likely" or similar expressions reflecting something other than historical fact are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved, if at all. Such statements include, but are not limited to, statements about the benefits to the value of Clean Earth 's stock. Such forward looking statements are based upon the current beliefs and expectations of Clean Earth's management and are inherently subject to significant business, economic, and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond the control of Clean Earth. Actual results may differ materially from the results anticipated in these forward-looking statements. Factors, among others, that could cause actual results to differ materially from the anticipated results or other expectations expressed in the forwardlooking statements include and are not limited to: the impact of reduction, modification or elimination of government subsidies and economic incentives (including, but not limited to, with respect to solar parks); the impact of decreases in spot market prices for electricity; dependence on acquisitions for growth in Alternus's business and inherent risks relating to acquisitions and Alternus's ability to manage its growth and changing business; risks relating to developing and managing renewable solar projects; risks relating to PV plant quality and performance; risks relating to planning permissions for solar parks and government regulation; Alternus's need for significant financial resources (including, but not limited to, for growth in its business); the need for financing in order to maintain future profitability; lack of any assurance or guarantee that Alternus can raise capital or meet its funding needs; Alternus's limited operating history; risks relating to operating internationally, including currency risks and legal, compliance and execution risks of operating internationally; the potential inability of the parties to successfully or timely consummate the proposed business combination; the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed business combination the approval of the stockholders of Clean Earth is not obtained; the risk of failure to realize the anticipated benefits of the proposed business combination; the amount of redemption requests made by Clean Earth's stockholders exceeds expectations or current market norms; the ability of Alternus or the combined company to obtain equity or other financing in connection with the proposed business combination or in the future; the outcome of any potential litigation, government and regulatory proceedings, investigations or inquiries; the risk that the proposed business combination disrupts current plans and operations as a result of the announcement and consummation, of the transaction; costs related to the proposed business combination; the impact of the global COVID-19 pandemic; the effects of inflation, and changes in interest rates; an economic slowdown, recession or contraction of the global economy; a financial or liquidity crisis; geopolitical factors, including, but not limited to, the Russian invasion of Ukraine, global supply chain concerns; the status of debt and equity markets (including market volatility and uncertainty); general business and economic conditions; the performance of financial markets and interest rates; the ability to obtain government approvals; and possible delays in government approvals. While we may elect to update these forwardlooking statements at some point in the future, we specifically disclaim any obligation to do so, even if our views change. Therefore, you should not rely on these forward-looking statements as representing our views as of any date subsequent to today. In addition, actual results or stockholder values may differ materially from those indicated by these forward-looking statements as a result of various important factors, including, but not limited to, our ability to raise the necessary financing required to acquire the targeted renewable energy power plants listed herein and in other documents, on suitable terms. At this time, we do not have any offer to finance these plants and there is no guarantee that such financing will be agreed on suitable terms, or at all. If Clean Earth does not succeed in raising the required financing, then the plans outlined herein will be significantly curtailed.
This Presentation includes certain financial measures not presented in accordance with generally accepted accounting principles ("GAAP") including, but not limited to, EBITDA and EBITDA Margin. These non-GAAP financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing Alternus's financial results. Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP. You should be aware that the presentation of these measures may not be comparable to similarly-titled measures used by other companies.
Clean Earth and Alternus believe these non-GAAP measures provide useful information to management and investors regarding certain financial and business trends relating to Alternus's financial condition and results of operations. Clean Earth and Alternus believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends in and in comparing Alternus's financial results with other similar companies, many of which present similar non-GAAP financial measures to investors. These non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures.
This Presentation also includes certain projections of non-GAAP financial measures. Due to the high variability and difficulty in making accurate forecasts and projections of some of the information excluded from these projected measures, together with some of the excluded information not being ascertainable or accessible, Clean Earth and Alternus are unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measures without unreasonable effort. Consequently, no disclosure of estimated comparable GAAP measures is included and no reconciliation of the forward-looking non-GAAP financial measures is included.
Certain monetary amounts, percentages and other figures included in this Presentation have been subject to rounding adjustments. Certain other amounts that appear in this Presentation may not sum due to rounding.
This Presentation contains financial forecasts with respect to Clean Earth and Alternus's projected financial results, including Revenue, EBITDA and EBITDA Margin. Neither Clean Earth's nor Alternus's independent auditors have audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this Presentation, and accordingly, they did not express an opinion or provide any other form of assurance with respect thereto for the purpose of this Presentation. These projections should not be relied upon as being necessarily indicative of future results. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of Alternus or that actual results will not differ materially from those presented in the prospective financial information. Inclusion of the prospective financial information in this Presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved.
This Presentation includes certain information and statistics obtained from third-party sources. None of Clean Earth or Alternus has independently verified the accuracy or completeness of any such third-party information.
This Presentation contains trademarks, trade names and copyrights of Alternus, Clean Earth and other companies, which are the property of their respective owners.
Clean Earth intends to file with the SEC a proxy statement relating to the proposed Business Combination, which will be mailed to its stockholders once definitive. This Presentation does not contain all the information that should be considered concerning the proposed Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. Clean Earth's stockholders and other interested persons are advised to read, when available, the preliminary proxy statement and the amendments thereto and the proxy statement and other documents filed in connection with the proposed Business Combination, as these materials will contain important information about Clean Earth, Alternus and the Business Combination. When available, the proxy statement and other relevant materials for the proposed Business Combination will be mailed to stockholders of Clean Earth as of a record date to be established for voting on the proposed Business Combination. Stockholders will also be able to obtain copies of the preliminary proxy statement, the definitive proxy statement and other documents filed with the SEC, without charge, once available, at the SEC's website at www.sec.gov, on Clean Earth's website at cleanearthacquisitions.com or by directing a request to: Clean Earth Acquisition Corp., 12600 Hill Country Blvd, Building R, Suite 275, Bee Cave, Texas 78738.
Clean Earth, Alternus and their respective directors and executive officers may be considered participants in the solicitation of proxies from the Clean Earth's shareholders with respect to the potential transaction described in this Presentation under the rules of the SEC. Information about the directors and executive officers of Clean Earth and their ownership of Clean Earth's securities is set forth in Clean Earth's Definitive Prospectus filed with the SEC on February 23, 2022. Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the Company's shareholders in connection with the potential transaction will be set forth in the preliminary and definitive proxy statements when those are filed with the SEC. These documents are available free of charge at the SEC's website at www.sec.gov or by directing a request to: Clean Earth Acquisitions Corp., Attention: Martha Ross, CFO & COO, telephone: +1(800) 508-1531.
CLEAN EARTH ALTERNUS ENERGY TRANSACTION OVERVIEW Aaron Ratner - CEO
Clean Earth Acquisitions Corp.
Process to identify, diligence, and acquire the right asset(s)
At \$230m, we will not compete with the surge in capital available for larger private rounds and will be able to be more selective and structured
Transaction would result in ~\$218.8 million of cash at closing from CLIN trust account, assuming no redemptions
Assumes 0% redemptions by CLIN public stockholders
Notes (1) Alternus EBITDA reflects Pro Forma EBITDA after Annualization Adjustment as per Page 36
Total \$852.3
| Pro Forma Valuation (\$mm) | ||||
|---|---|---|---|---|
| CLIN Public Shares1 | \$230.0 | |||
| Shares from CLIN Rights | \$23.0 | |||
| CLIN Sponsor2 | \$60.0 | |||
| Pre-Money Valuation3 Alternus |
\$550.0 | |||
| Pro Forma Equity Value | \$863.0 | |||
| Plus: Existing Alternus Debt4 | \$357.8 | |||
| Less: Existing Alternus Cash |
(\$10.0) | |||
| Less: Transaction Cash to Balance Sheet | (\$218.8) | |||
| Pro Forma Enterprise Value | \$992.0 |
| Sources (\$mm) | Uses (\$mm) | |||
|---|---|---|---|---|
| Equity Rollover3 Alternus |
\$550.0 | Equity Rollover3 Alternus |
\$550.0 | |
| CLIN Sponsor2 | \$60.0 | CLIN Sponsor2 | \$60.0 | |
| CLIN Public Equity1 | \$230.0 | Cash to Balance Sheet1 | \$228.8 | |
| Additional Cash in Trust1 | \$2.3 | Fees & Expenses | \$13.5 | |
| Target Cash | \$10.0 | |||
Total \$852.3
Assumes 0% redemptions by CLIN public stockholders
Excludes 2.56mm shares vesting at a share price of \$12.50. Includes 890,000 shares from Private Placement Units.
Excludes 35mm earnout shares that will be released from escrow upon meeting targets outlined on Page 8
Represents estimated balance as of Transaction closing, a portion of which is expected to be drawn subsequent to closing, but prior to 12/31/2023
Vincent Browne - CEO Alternus Energy Group
from fossil to clean energy
65 MWp Park, Witnica, Poland
Alternus develops, installs & operates utility scale solar parks across Europe and the US...
…as long-term owners
49.8
FY 2025 f/c
68.1
102.6
251.3
c. \$450 million lifetime revenues2 remaining from current operational assets with circa \$172m of this contracted.
Exceptional track record of growth across markets creating predictable recurring revenues over the long term
Notes: 1) Actual revenues as reported on the Euronext Growth market in Oslo (www. https://alternusenergy.com/reports-presentations) at 1EUR = 1USD 2) based on fixed rates PPA's, using current energy production and forecasted energy rates from a third-party expert firm. 3) Represents owned and contracted projects only, excluding 'Exclusive Rights' projects that reflect Letters of Intent that have been executed with sellers confirming price & terms and granting exclusivity to Alternus to complete due diligence & completion of binding contracts – see page 15. Please see assumptions on forecasts on page 36.
…further growth expected through closing of contracted + exclusive rights projects…
Alternus Overview
Notes: (1). 'Owned Development Projects' is the total amount of projects owned by Alternus local SPV's. It is not anticipated that all of these projects will achieve operational status. See page 30.
(2). 'Contracted' means that binding contracts (SPA's) have been completed – closing of the transaction is subject to the projects achieving the conditions precedent (CP's) and/or suitable financing.
(3). 'Exclusive Rights' reflect Letters of Intent or term sheets that have been executed with sellers confirming price & terms and granting exclusivity to Alternus to complete due diligence & completion of binding contracts.
Alternus Overview 16
1 Dedicated Senior Executive
3 Core Pillars
| 1 1 |
STRONG EXISTING OPERATING BUSINESS NOW PRIMED TO REALIZE EXCEPTIONAL GROWTH3 Highly cash generative portfolio combined with near term contracted assets (1.4 GWp) forecasted to generates revenue of \$251m in FY25 converting into EBITDA of \$208m (83% EBITDA margin) |
\$208m FY25E EBITDA \$16m FY22E EBITDA |
|---|---|---|
| 2 2 |
PURPOSE-BUILT BUSINESS MODEL DELIVERING IMMEDIATE AND LASTING SHAREHOLDER VALUE Early entry and operations across the total project lifecycle locks in a lower LCOE2. Proven project development platform continues to foster local partnerships to create value accretive milestones on a low cost / high value basis. |
649 MWp of owned development assets |
| 3 3 |
HIGHLY EXPERIENCED LEADERSHIP TEAM MOTIVATED TO DELIVER SUSTAINED GROWTH Specialist teams in place spanning across development, construction and operations to maintain momentum and execution of the business plan |
Decades of renewable industry experience across Executive Team |
| 4 4 |
UNPRECEDENTED MARKET FORCES CREATES A GENERATIONAL OPPORTUNITY Paradigm shift in regulatory and policy support across Europe and US due to changing market dynamics (REPower EU Package and US IRA act) |
20% CAGR1 EU and US market growth FY22- FY26 |
| 5 5 |
CAPITAL EFFICIENT FINANCING STRATEGY RELEASES OPERATING CASH TO REINVEST INTO NEW ASSETS Leveraging deep capital markets experience to optimize a prudent capital structure, using self amortizing project debt structures across a risk adjusted, balanced and diversified portfolio |
10% target reinvestment rate improves Earnings per Share |
Established and committed use of environmental, social and governance ("ESG") principles to assess and mitigate risk, to identify opportunities for impactful decision making and responsible lifetime stewardship.
Notes: (1) Source: Solar Power Europe 2022 Report: (2) LCOE = 'Levelized Cost of Energy' which reflects the total cost of ownership of energy assets over its full life (capex and opex);(3) See Disclaimer on Forward looking statements and Risk Factor and assumptions to forecasts on page 36; (4) Annual recurring revenue are from energy generated by the solar parks when fully operational multiplied by the rate received for the energy, either from contracted off takers and/or sales to the local energy grids
STRONG EXISTING OPERATING BUSINESS NOW PRIMED TO REALISE EXCEPTIONAL GROWTH 1710 1 OWNED AND CONTRACTED PIPELINE TO CONTINUE EBITDA GROWTH TRAJECTORY THROUGH 2025 c. 60% OWNED OR CONTRACTED TODAY Alternus Overview
Notes (1) Adjustment to EBITDA to recognize the full year earnings from assets that was only operational for a part of the year.
1
2
CAPTURES VALUE AT EACH STAGE – REDUCING CAPEX – INCREASING CERTAINTY OF PIPELINE
18
Alternus Overview
HIGHLY MOTIVATED & TALENTED PEOPLE, ACTING AS ONE
3 3
7 Countries
35% Female
August 2022, The United States passed the Inflation Reduction Act of 2022 (IRA), which provides \$369 billion for climate and clean energy provisions
Significant
4
"Despite the headwinds presented by ongoing cost inflation and supply chain challenges, demand for clean energy sources has never been higher, and we expect that the global energy crisis will continue to act as an accelerant for the clean energy transition."
Albert Cheung, Bloomberg
Prices:
"Energy security is one of the most pressing topics for … Europe. The EU will diversify away from Russian fossil fuels and will invest heavily in clean renewable energy."
Ursula von der Leiden, President of the European Commission
self-funde d growth e ngine
Alternus Overview
Note: Illustration above based on expected results from Alternus owned 178MW portfolio of PV solar parks in Italy & contracted 139MW portfolio in Spain when all fully operational. (1) Assumes (a) Total debt funds 100% of costs (remaining under <75% leverage) under current facilities and terms available to the Company (b) Production of the parks in line with technical reports from expert third parties (c) Using the most recent future energy price curves for Italy and Spain provided by third party expert firm (d) expected operating costs based on current operating parks and known project direct costs. (e) Financing will be available on the same terms as Alternus' current financing. Any of these terms of assumptions may change in the future and cause the actual results to vary from the illustration provided. Refer to Forward Looking Statements.
10 221
101,900 MWH of clean energy produced2
The Alternus Sustainable Arts Initiative was established in 2022 as a tangible application of Alternus Energy's sustainability policy in addition to our work in the renewable sector.
The Initiative was established to foster sustainability in the arts by supporting artists and providing them with a platform to share their work and create value for their art. Artists are tasked with creating art with recycled or repurposed materials. Alternus signed an initial 3-year partnership with NCAD National College of Art and Design in Ireland. Winning artists receive a financial reward, and all artwork is displayed on the initiative's website. The physical artwork is displayed in Alternus Energy's offices and partner offices around the world. See the winning artwork from year one here at https://alternussustainablearts.com
Alternus Energy is committed to supporting the ongoing sustainability of artists in our communities through continuous expansion of the Artistic disciplines that it funds internationally.
Majority of Independent Directors with diverse perspectives and expertise
Board committees comprised only by independent members
Only one class of shares. No special rights.
Notes: (1) Based on H1 2022 energy production. (2) Alternus uses Meteocontrol Performance Monitoring System to track production from our solar parks. Country-specific electricity grid greenhouse gas emission factors are used alongside production data to calculate the avoided carbon emissions. (3) the average annual carbon offset of 26.635 kg Co2 per tree (Encon) is used to calculate the number of trees required to avoid that level of carbon. (4) The average annual demand for Irish households (4,200 kWh) (Bonkers.ie) is used to calculate the number of homes powered.
Joseph Duey CFO Alternus Energy Group
Operating Model Overview
Note: (1) Assumes (a) Total debt funds 100% of costs (remaining under <75% leverage) under current facilities and terms available to the Company (b) Production of the parks in line with technical reports from expert third parties (c) Using the most recent future energy price curves for Italy and Spain provided by third party expert firm (d) expected operating costs based on current operating parks and known project direct costs. (e) Financing will be available on the same terms as Alternus' current financing. Any of these terms of assumptions may change in the future and cause the actual results to vary from the illustration provided. Refer to Forward Looking Statements.
Reinvested cash available from operating projects period is leveraged with senior debt….
(Illustrative example)
… used to increase installed capacity with no additional equity…
Additional projects developed / installed / acquired with this funding Adds additional + c.450MW1
of operating assets that in turn generate additional earnings when operational
cumulative additional EBITDA over c. 35 year Project life
Note: (1) Assumes (a) Debt funds 100% of costs (remaining under <75% leverage) under current facilities and terms available to the Company (b) Production of the parks in line with technical reports from expert third parties (c) Using the most recent future energy price curves for Poland provided by third party expert firm (d) expected operating costs based on current operating parks and known project direct costs. Any of these terms of assumptions may change in the future and cause the actual results to vary from the illustration provided. Refer to Forward Looking Statements.
Continuous and strong demand for our debt from market leading participants provides flexibility in structuring our debt options
Up to €500 million total facility - €200 million committed & €300 million accordion.
Proactively managing a volatile market environment & rising interest rates Protecting against rate fluctuations via long term hedging strategies
Note: (1) Funder has confirmed that the Facility has progressed through their Investment Committee and associated legal documentation is currently being drafted. Any of these terms of assumptions may change in the future and cause the actual results to vary from the illustration provided. There is no binding commitment for this debt facility and there can be no assurance that the debt facility will be completed. Refer to Forward Looking Statements.
Organically developed assets will require a lower Projects Rights% of the total costs as Alternus will develop projects in-house. This has the potential to reduce the project equity contribution
Illustrative European project cash generation for Alternus for projects with in-house O&M services
O&M capability results in Alternus receiving c. 23% of project cashflows over the project life
318
Projects are ranked 'early and continually' in order to select only those with the 'lowest risk & highest return'.
Investment Metric: Levelized Cost of Electricity (LCOE): LCOE1 can be viewed from an economic perspective as an "average" electricity price (MW-h) that must be earned by a specific generation source to break even. A project will generate positive equity returns where Contracted/Market electricity prices are above the LCOE
The formula to calculate the LCOE is (Present Value of DevEx + CapEx + OpEx Over the Lifetime)/(Present Value of All Electricity Generated Over the Lifetime).
Lazard Levelized Cost of Energy report v.15
| Legal DD Advisors |
• Legal due diligence on PV Parks and SPV's • Draft SPA Agreements • Permit Authorization & Verification • Regulatory advice and compliance • Financing contracts • International support network |
|||
|---|---|---|---|---|
| Technical DD Advisors |
• Risk Assessments • Desk and physical audit • Red Flag reports • Performance measurement • Regulatory and planning compliance • Performance improvement |
|||
| Financial DD Advisors |
• Financial due diligence previous 3 years • Tax due diligence • Tax planning |
International support network
Alternus works with world leading advisors to ensure the projects acquired are suitable and in line with laws, technology and operational parameters
Joseph Duey CFO Alternus Energy Group
~\$30 million ARR (H1'21 ~\$14 million ARR ) +114%
168 MW of assets in operation (H1'21 – 79MW of assets in operation)
2x
+112%
\$18.3M of revenue (H1 '2 1 – \$ 7 .4 M)
5x \$8.9M of EBITDA (H1 '2 1 – \$ 1 .6 M) Strong market tailwinds
| Financials & Valuation | 3510 |
|---|---|
| ------------------------ | ------ |
| Country | MWs | Production (Mwhs) |
Project Status | Off-Take Type | Target RTB Date |
Target COD 6 Date |
Expected Year 1 Revenue |
Expected Year 1 EBITDA |
|---|---|---|---|---|---|---|---|---|
| Poland | 64.9 | 72.4 | OPER 1 | FIT 4 /PPA -92/08 |
Oct-22 | Oct-22 | \$10.5 | \$9.5 |
| Poland | 98.2 | 107.2 | RTB 2 | FIT/PPA-80/20 | Oct-22 | Jul-23 | \$8.2 | \$7.0 |
| USA | 10.5 | 19.8 | DEV 3 | PPA 5 -100/00 |
Mar-23 | Apr-24 | \$0.9 | \$0.8 |
| USA | 34.7 | 66.5 | DEV | PPA-100/00 | Mar-23 | Apr-24 | \$2.5 | \$2.1 |
| Greece | 63.6 | 98.7 | DEV | PPA-70/30 | Apr-23 | Aug-24 | \$6.4 | \$5.7 |
| Greece | 50.0 | 77.9 | DEV | PPA-70/30 | Jul-23 | Nov-24 | \$5.0 | \$4.5 |
| Spain | 139.0 | 270.3 | RTB | PPA-70/30 | Aug-23 | Dec-24 | \$9.6 | \$7.4 |
| Spain | 89.0 | 173.1 | RTB | PPA-70/30 | Jul-24 | Aug-25 | \$6.1 | \$4.8 |
| Spain | 200.0 | 395.0 | RTB | PPA-70/30 | Jul-24 | Aug-25 | \$14.0 | \$10.8 |
| Italy | 95.0 | 158.1 | RTB | PPA-70/30 | Apr-23 | Jan-25 | \$11.2 | \$9.8 |
1 Operational 2 Ready to build 4 Feed-in Tariff
3 Development
5 Power Purchase Agreement 6 Estimate Commercial Operation Date
The Expected Year 1 Revenue and Expected Year 1 EBITDA are estimated based on certain assumptions. See forecast assumptions on page 38.
| USD millions | FY'21 Actual |
2022 6 months Actual |
FY'22 f/c |
FY' 23 f/c |
FY' 24 f/c |
FY' 25 f/c |
|---|---|---|---|---|---|---|
| Revenue | 21.4 | 18.3 | 31.9 | 49.3 | 116.3 | 251.2 |
| Cost of goods sold | (7.2) | (5.2) | (8.4) | (5.9) | (8.8) | (22.3) |
| Gross profit | 14.2 | 13.1 | 23.5 | 43.4 | 107.5 | 228.9 |
| General and administrative |
(5.4) | (4.2) | (8.0) | (10.0) | (15.0) | (20.0) |
| EBITDA | 8.8 | 8.9 | 15.5 | 33.4 | 92.5 | 208.9 |
| Depreciation & Amortisation |
(5.4) | (4.4) | (9.5) | (13.8) | (24.5) | (53.8) |
| Operating profit/(loss) |
3.4 | 4.5 | 6.0 | 19.6 | 68.0 | 155.1 |
| Other | (4.8) | 0.2 | - | - | - | - |
| Net financing costs | (16.9) | (8.7) | (14.7) | (23.1) | (52.3) | (135.2) |
| Profit before tax | (18.3) | (4.0) | (8.7) | (3.5) | 15.7 | 19.9 |
| Tax | (0.5) | - | (1.4) | (2.1) | (7.0) | (20.5) |
| Profit /(loss) for the period |
(18.8) | (4.0) | (10.1) | (5.6) | 8.7 | (0.6) |
| Ratios |
Gross margin 66% 72% 74% 88% 92% 91% EBITDA margin 41% 49% 49% 68% 80% 83%
Non -GAAP Measure Run Rate EBITDA (\$ millions)
Financials & Valuation
FY'23 (E) (Pro forma) Annualization Adjustment FY'23 (E) (as reported)
NOTES: Euro: USD conversion rate 1:1 for the forecasted periods. 2021 historical financial statements are based on IFRS audited financial statements converted to USD and US GAAP accounting. 2022 6 months actual is based on IFRS management reported financials converted to USD and US GAAP. See 2022 – 2025 forecast assumptions on page 37
Non-GAAP Measures includes: 'EBITDA' / 'Reported EBITDA' / 'Booked EBITDA' is Earnings Before Interest, Taxes, Depreciation, and Amortization; 'Annualization Adjustment' refers to the EBITDA generated in the first 12 months of operations of any projects that has not been included in the Reported EBITDA. Pro-Forma EBITDA refers to EBITDA plus the Annualization Adjustment as presented in the Non-GAAP Measure Run Rate EBITDA graphs for FY2023(E) and FY2024(E)
Source: S&P Capital IQ, Market Data as of 10/11/2022. Peer Revenue and EBITDA reflect Analyst Consensus Estimates for Fiscal Years, which may be calculated differently from how Alternus calculates EBITDA and may or may not include annualization or other adjustments.
Source: S&P Capital IQ, Market Data as of 10/11/2022. Peer Revenue and EBITDA reflect Analyst Consensus Estimates for Fiscal Years, which may be calculated differently from how Alternus calculates EBITDA and may or may not include annualization or other adjustments.
2022 YTD ADTV
"We manage your land as carefully as you would. We offer the most competitive land rates in the market providing you with secure reliable income for the long term."
"We work with companies like yours to bring renewable energy projects to market faster, and with a competitive cost of capital, thanks to our parent company Alternus Energy Group plc."
"Our contracts provide lowcost power from our clean energy installations that are built and operated with care for the environment. We're part of Alternus Energy Group plc operating across Europe and the US."
This throughput is estimated to deliver a medium-term 'Ready-to-Build Status' run-rate of +750MW p.a.
MISO covers all or a portion of 15 states (Arkansas, Illinois, Indiana, Iowa, Kentucky, Louisiana, Michigan, Minnesota, Mississippi, Missouri, Montana, North Dakota, South Dakota, Texas, and Wisconsin. 2. PJM covers at least parts of 13 states—Delaware, Illinois, Indiana, Kentucky, Maryland, Michigan, New Jersey, North Carolina,Ohio, Pennsylvania, Tennessee, Virginia, and West Virginia—and the District of Columbia. 3. ISO NE covers 6 states Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island, and Vermont.
ERCOT = Electric Reliability Council of Texas MISO = Midcontinent Independent System Operator PJM = Pennsylvania, New Jersey, and Maryland ISO New England = Independent System Operator New England
c.€180k
• c. 4x value creation - this means there is less equity and debt needed to fund growth1
Market average across the portfolio – each market will be different. Excludes GridEx funded as Letter of Credit to secure a grid connection. The development cost per MW can vary depending on the size of the project.
Power Purchase Agreement
Discounted Cashflow. This illustration is calculated using a European project as an example over a 30-year operating period; average build costs for mid size project; average solar resource, third party electricity price forecasts, standard operating costs including tax.
RealValueCreation
| Italy | Romania | Netherlands | Poland | ||
|---|---|---|---|---|---|
| ype T ke Offta |
• Italian government backed Feed-in-Tariff (FiT) program processed by the GSE • Short term PPA for energy sales with multiple off-takers |
• Romanian government issued Green Certificates (GC's) under an EU support scheme are processed by ANRE which are then traded on OPCOM, the exchange market for energy • Short term PPA for energy sales with multiple off-takers |
• SDE + subsidy scheme managed by the Netherlands Enterprise Agency (RVO) • Project receives two cash payments (1) from the state department RVO and (2) from Engie as part of the energy value. • The total of (1) and (2) amounts to the fixed SDE+ granted subsidy |
• Corporate PPA with Gorażdże Cement of Heidelberg Cement Group (Investment Grade off-taker BBB-) • Feed-in-Tariff (CfD) with Polish Energy Regulatory Office of Electricity • Merchant energy sales - Energy sold on the national energy marketplace. Statkraft manage this process on behalf of Alternus |
|
| m Ter |
• ANRE GC Scheme – 15 Years from first • GSE FiT – 20 Years from first operation operation • PPA – 1 year + • PPA – Variable pricing |
• SDE+ Subsidy – 15 Years form first operation |
• Corporate PPA – 10 Year • CfD – 15 Years |
||
| e u of ven % Re |
• FiT – 85% • PPA/Merchant – 15% |
• GC – 85% • PPA/Merchant – 15% |
• SDE+ Subsidy – 100% |
• PPA 70% / Merchant 30% • CfD – 15 years |
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| nterparty m g ter n o ou L c |
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| nterparty er d vi o pr ervice ou C A / S P P |
The list below of risk factors has been prepared solely for purposes of the proposed business combination of Clean Earth Acquisitions Corp. ("Clean Earth") and Alternus Energy Group Plc ("Alternus"), pursuant to which Clean Earth will acquire all of Alternus's interests in its subsidiaries, other than certain excluded subsidiaries (the "Acquired Subsidiaries") (the "Business Combination"). All references to "Alternus," the "Company," "we," "us" or "our" refer to the business of Alternus conducted through the Acquired Subsidiaries and all reference to the Combined Company refer to Clean Earth and the Acquired Subsidiaries after the closing of the Business Combination. The risks presented below are certain of the material risks related to the Company and the Business Combination, and such list is not exhaustive. The list below is qualified in its entirety by disclosures contained in future documents filed or furnished by the Company and Clean Earth, with the U.S. Securities and Exchange Commission ("SEC"), including the documents filed or furnished in connection with the Business Combination. The risks presented in such filings will be consistent with those that would be required for a public company in its SEC filings, including with respect to the business and securities of the Company and Clean Earth and the proposed transactions between the Company and Clean Earth, and may differ significantly from and be more extensive than those presented below.
You should carefully consider these risks and uncertainties, together with the information in the Company's consolidated financial statements and related notes, and should carry out your own due diligence and consult with your own financial and legal advisors concerning the risks and suitability of an investment post-combination company. There are many risks that could affect the business and results of operations of the Company, many of which are beyond its control. If any of these risks or uncertainties occurs, the Company's business, financial condition and/or operating results could be materially and adversely harmed. Additional risks and uncertainties not currently known or those currently viewed to be immaterial may also materially and adversely affect the Company's business, financial condition and/or operating results. If any of these risks or uncertainties actually occurs, the value of the Company's equity securities may decline.
•Alternus is a holding company that relies on distributions and other payments, advances, and transfers of funds from its subsidiaries to meet its obligations.
•The seasonality of Alternus's operations may affect its liquidity and will affect its quarterly results.
•Failure to manage the Alternus's growing and changing business could have a material adverse effect on the business, prospects, financial condition, and results of operations.
•The delay between making significant upfront investments in Alternus's solar parks and receiving revenue could materially and adversely affect Alternus's liquidity, business and results of operations.
•Alternus's limited operating history may not serve as an adequate basis to judge its prospects and results of operations.
•The holding companies of Alternus and its subsidiaries 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 Alternus in the event of their bankruptcy or similar insolvency proceeding.
•Alternus's business as an independent power producer (IPP) requires significant financial resources and the growth prospects and future profitability of Alternus depends on the availability of additional funding options with acceptable terms. Alternus needs to obtain financing to meet these requirements, and there can be no assurance that it will be successful in obtaining such financing on acceptable terms. If Alternus does not successfully execute its financing plan its business and results of operations would be materially and adversely affected.
•If sufficient demand for solar parks does not develop or takes longer than anticipated to develop, Alternus's business, financial condition, results of operations and prospects could be materially and adversely affected. •Alternus may be subject to unforeseen costs, liabilities or obligations when operating and maintaining solar parks.
•Alternus may be subject to the impact of reduction, modification or elimination of government subsidies and economic incentives (including, but not limited to, with respect to on solar parks);
•Alternus may be affected by the impact of decreases in spot market prices for electricity.
•Refurbishment of renewable energy facilities involve significant risks that could result in unplanned power outages or reduced output.
•Business interruptions, whether due to catastrophic disasters or other events, could adversely affect Alternus's operations, financial condition, and cash flows.
•Fluctuations in foreign currency exchange rates may negatively affect the Alternus's revenue, cost of sales and gross margins and could result in exchange losses.
•Alternus has substantial operations outside of the United States which presents specific risks to its business.
•Alternus's business, results of operations, financial condition and cash flows has been and may continue to be materially and adversely affected by the outbreak of COVID-19.
•Alternus's business and results of operations may be affected by inflation and changes in interest rates, an economic slowdown, recession or contraction of the global economy, a financial or liquidity crisis, geopolitical factors,
including, but not limited to, the Russian invasion of Ukraine, global supply chain concerns, and the status of debt and equity markets (including, without limitation, market volatility and uncertainty).
Unit 9 - 10, Plaza 212, Blanchardstown Corporate Park 2, Dublin, D15 R504, Ireland
BOARD OF DIRECTORS
WEBSITE www.AlternusEnergy.com
March 1st 2021
Vincent Browne (Irish) – CEO Joseph Duey (US) – CFO Tali Durant (US) – CLO Gary Swan (Irish) – CTO Larry Farrell (Irish) – CIO David Farrell (Irish) - CCO
Altergy Group nus Enerplc Vincent Browne (Irish) – Chairman and CEO John Thomas (US) – Non -Executive Director John McQuillan (Irish) - Non -Executive Director Tone Bjornov (Norway) – Non-Executive Director Javade Chaudrhi (US) - Non-Executive Director Jon Masdal (Norway) - Non -Executive Director
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