Quarterly Report • Oct 21, 2014
Quarterly Report
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| HIGHLIGHTS IN THE THIRD QUARTER 2014 | 3 |
|---|---|
| KEY FIGURES |
3 |
| INTERIM REPORT THIRD QUARTER 2014 |
4 |
| OPERATIONAL REVIEW AND OUTLOOK MARKET PRICE DEVELOPMENT P31 PORTFOLIO CLOSING |
4 4 4 |
| DIVIDENDS DEBT FINANCING SUBSEQUENT EVENTS |
5 5 5 |
| FINANCIAL REVIEW |
6 |
| INCOME STATEMENT CASH FLOW AND BALANCE SHEET STATEMENTS |
6 6 |
| CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION |
7 |
| INTERIM CONDENSED STATEMENT OF COMPREHENSIVE INCOME CONSOLIDATED CONDENSED STATEMENT OF FINANCIAL POSITION |
7 8 |
| CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN EQUITY CONSOLIDATED CONDENSED CASH FLOW STATEMENT |
9 9 |
| NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
10 |
| Note 1 - Basis of preparation |
10 |
| Note 2 – Currency exposure |
11 |
| Note 3 - Tax Note 4 – Acquisition accounting and impairment test Note 5 - List of subsidiaries |
11 11 11 |
| Note 6 - Segment information |
12 |
| Note 7 - Transactions with related parties Note 8 – Information on major customers |
12 13 |
| Note 9 – Property, plant and equipment Note 10 - Cash and cash equivalents |
13 13 |
| Note 11 – Detailed operational cost overview Note 12 – Quarterly P&L overview 2012 - 2014 |
14 14 |
| Note 13 – Power production Note 14 – Acquisitions during the period |
15 16 |
| Note 15 – Events after the interim period |
17 |
The main activity in the third quarter was the acquisition of the P31 portfolio. A partial closing including 21 of the 31 power plants was executed on the 15th of July.
| (EUR 000') | Unaudited Q3 2014 |
Unaudited Q3 2013 |
Unaudited 9M 2014 |
Unaudited 9M 2013 |
Audited 2013 |
Audited 2012 |
Audited 2011 |
|---|---|---|---|---|---|---|---|
| Revenues | 3 947 | 1 131 | 5 920 | 2 612 | 3 110 | 3 106 | 340 |
| Cost of operations | -366 | -68 | -686 | -232 | -360 | -259 | -25 |
| Sales, general and administration expenses | -704 | -234 | -1 279 | -689 | -1 021 | -1 133 | -343 |
| Acquisition and transaction costs | -181 | -129 | -1 132 | -517 | -512 | -908 | -1 123 |
| EBITDA | 2 696 | 700 | 2 822 | 1 174 | 1 216 | 806 | -1 151 |
| Depreciation, amortizations and write downs | -1 112 | -295 | -1 833 | -882 | -1 240 | -1 036 | -148 |
| Gain on bargain purchase | 0 | 2 422 | 0 | 2 430 | 2 244 | 2 668 | 0 |
| EBIT | 1 584 | 2 826 | 989 | 2 722 | 2 220 | 2 438 | -1 299 |
| Net financial items | -1 760 | 617 | -1 852 | 1 789 | 2 538 | -1 848 | -41 |
| Profit before tax | -176 | 3 444 | -863 | 4 511 | 4 758 | 590 | -1 340 |
| Income tax gain/(expense ) | -377 | -64 | -125 | -106 | -106 | -61 | 355 |
| Net income | -553 | 3 379 | -987 | 4 406 | 4 652 | 529 | -985 |
| Earnings per share (fully diluted): | -0,11 | 0,58 | -0,19 | 0,58 | 2,01 | 0,44 | -0,82 |
| Distribution to shareholders per share | 0,36 | 0,00 | 0,36 | 0,00 | 0,60 | 0,00 | 0,00 |
| Dividend yield | 3,6 % | 0,0 % | 3,6 % | 0,0 % | 6,0 % | 0,0 % | 0,0 % |
| Million no. of shares (fully diluted) | 5,07 | 2,32 | 5,07 | 2,32 | 2,32 | 1,20 | 1,20 |
| EBITDA adjusted | 2 877 | 828 | 3 954 | 1 691 | 1 729 | 1 714 | -28 |
| EBIT adjusted | 1 765 | 533 | 2 121 | 809 | 489 | 678 | -176 |
| Net income adjusted | 757 | 419 | 1 204 | 419 | 252 | -424 | 946 |
Adjusted EBITDA, EBIT and Net income are adjusted for non-recurring items such as cost of acquisition and financing, gains from bargain purchase and non-cash currency movements.
EAM Solar ASA is an investment company listed on the Oslo Stock Exchange under the ticker EAM. The Company's business is to own solar photovoltaic power plants and sell produced electricity under long-term fixed price sales contracts. The initial geographical focus is Italy, where the company owns twenty-five power plants of which four power plants are located in the Friuli and Piemonte regions in Northern Italy, and twenty-one power plants are located in the Puglia region in Southern Italy. Energeia Asset Management AS manages EAM Solar ASA under a longterm management agreement.
The quarterly power production of 10,2 GWh was 14% below norm level due to poor solar irradiation conditions in the quarter. The total reported production for the first nine months of 2014 was 15 GWh, equivalent to 9% below normal for the period.
Around 11% of the total revenue in the third quarter of 2014 came from variable market contracts (RiD). Due to the suspension of payments by the GSE, EAM has assumed the lowest sales price of market electricity for the affected power plants.
In 2011 and 2012 the wholesale market price of electricity in Italy was between EUR 75 to 85 per MWh, in 2014 it has been between EUR 45 to 60 per MWh. The market price in the third quarter was approximately EUR 55 per MWh in average. The price has increased slightly since the beginning of August from a EUR 50 level to an average of EUR 58 in September.
EAM assumes in its budgets and in its acquisition appraisals that the long-term electricity price in Italy will remain at a level in the range of EUR 50 to 60 per MWh going forward and has adjusted valuation of acquisition targets accordingly and not reduced the required capital return ratios.
On the 31 December 2013 EAM signed a conditional Share Purchase Agreement (SPA) with Aveleos S.A., a subsidiary of Enovos Luxembourg S.A., for the acquisition of a portfolio consisting of 31 power plants in southern Italy with a combined capacity of 30 MW.
On 15 July 2014 EAM Solar ASA executed the transfer of the shares of 7 out of a total of 8 companies that comprise the P31 portfolio, effectively bringing the power plants owned by the SPV's under EAM's operational control. The 7 companies represents 21 of the total 31 power plants in the P31 Portfolio equivalent to 20.5MW out of a total of 30.4MW. The 21 plants have an estimated annual production of approximately 29 GWh.
A partial closing have been executed by EAM and the seller due to unresolved matters concerning the last bank waiver affecting the last SPV to be purchased, which comprises 10 power plants.
In conjunction with the partial closing on 15 July 2014 EAM transferred EUR 30m to Aveleos S.A. in Luxembourg as the first payment for the power plants. In addition EAM inserted EUR 3,4m into debt service reserve accounts in the SPV's. After the transfer, the acquired SPV's had approximately EUR 9m in restricted and unrestricted cash.
The enterprise value of the partial close is in the range of EUR 63m to 72m depending on the outcome of certain withheld payments from the banks and production targets in 2014, as well as changes to the FIT contracts. Final settlement of all acquisition price adjustments will be concluded in the first quarter of 2015 (see Note 14 – Acquisitions during the period for further detail).
The 7 companies had an existing debt financing of EUR 43m at the closing date, with a combination of leasing and non-recourse project finance. The equity payment for the shares in the 7 companies will consequently be in the range EUR 20m to 29m.
The portfolio will contribute with annual sales of approximately EUR 10m and an annual EBITDA in the range of EUR 7 to 9m.
During the third quarter GSE enacted a temporary suspension of payments of the FIT and RID on 17 out of 21 power plants under EAM control. The suspension notices refers to a preliminary investigation, involving the power plants, conducted by the Prosecutors' office in Milan.
EAM was also notified informally by the P31 banks of an order by the court of Milan to restrict accounts owned by the P31 companies. (See Note 15 – Events after the interim period for further information).
EAM will pay no dividend in conjunction with the third quarter.
The market for non-recourse project financing to renewable energy in Italy has been inactive the last years.
EAM has started discussions with several banks active in the Italian PV plant market on debt financing of the existing portfolio, but no conclusion was achieved prior to the end of the quarter. The indicated pricing of project financing debt is within a competitive price for a floating interest 10-15 year duration loan.
EAM's overall target gearing level is approximately a 60% to 65% debt level and we will continue the current debt financing discussions with primarily Italian banks in the fourth quarter.
On 20 October 2014 EAM notified the market that EAM Solar ASA had entered into a 6 months Standstill Agreement in conjunction with the P31 portfolio acquisition.
EAM and the seller have agreed to jointly clarify all relevant facts related to the power plants and the viability of the FIT contracts that has been affected by the preliminary investigations conducted by the public Prosecutor in Milan. Furthermore, EAM receives cash securing liquidity for operating the affected power plants and SPV's in a normal manner. Based on the standstill Agreement EAM has lifted the injunction as described in the stock exchange notice of the 4th of September.
The Standstill Agreement does not construe that either party waive any rights as regulated by the share purchase agreement, and all actions regulated by the share purchase agreement is suspended until the end of the standstill agreement period.
On the 16th of October 2014, EAM filed a petition to the administrative court in Rome in order to have the suspension of the payment of the feed in tariffs lifted. The filing of the petition is conducted following the preliminary results of the forensic fact finding work currently conducted by EAM. The administrative court in Rome is expected to conduct its court hearing on this matter the 30th of October. The administrative court may conduct a verdict in this matter two weeks after the hearing.
The accounts for the third quarter include the partial closed P31 portfolio from the 15th of July.
Third quarter revenues came in at EUR 3,9m and revenues year to date came in at 5,9m.
Achieved average electricity price for the quarter was EUR 379 per MWh against EUR 372 per MWh in the second quarter.
Cost of operations for the first nine months came in at EUR 686k, an increase of EUR 454k compared with the same period in 2013, mainly driven by the increased scope of operations.
SG&A costs came in at EUR 1,3m for the first nine months of 2014 against EUR 688k in 2013.
Acquisition and financing costs in the period amounted to EUR 1,1m of which 1,08m is related to the due diligence and transaction costs of the P31 acquisition.
First nine months 2014 EBITDA came in at EUR 1,8m, adjusted for expensed costs related to the private placement in January and the due diligence costs of the P31 acquisition EBITDA from operations came in at EUR 3,95M.
The 9-month EBITDA contribution from the partial closed P31 companies has been EUR 6,5m, however, the period January to July 15 is not included in the financial report.
Net finance is mainly affected by the fluctuations in the NOK/EUR currency exchange rate. The drop in the value of the EUR against NOK in the third quarter resulted in a preliminary net disagio cost of approximately EUR 1m year to date.
The result for the third quarter was a loss of EUR 552k and adjusted for acquisition costs and non-cash currency loss a profit of EUR 757k in the quarter.
Cash flow operations for the first nine months came in at negative EUR 3.5m. Investment of EUR 23,5m is related to the P31 partial close.
Cash flow from financing was in total EUR 29,8m of which the net proceeds from the private placement in January was EUR 25,1m, dividend payment of EUR 1,9m and P31 acquisition financing of EUR 8,1m.
Restricted and unrestricted cash by the end of the quarter was EUR 10,7m.
Total assets at the end of the period are EUR 119m, with an equity ratio of 46%. Net working capital (excluding cash) was EUR 7.7m at end of September.
Ragnhild Wiborg Paal E Johnsen Marthe Hoff Director Chairman Director
Executive Director CEO
Oslo 21 October 2014
Viktor E Jakobsen Audun Wickstrand Iversen
| Unaudited | Unaudited | Unaudited | Unaudited | Audited | Audited | ||
|---|---|---|---|---|---|---|---|
| (EUR) | Note | Q3 2014 | Q3 2013 | 9M 2014 | 9M 2013 | 2013 | 2012 |
| Revenues | 6,8,13 | 3 947 177 | 1 130 527 | 5 919 511 | 2 612 443 | 3 109 548 | 3 106 472 |
| Cost of operations | 12 | -366 305 | -67 655 | -686 323 | -232 274 | -360 210 | -259 260 |
| Sales, general and administration expenses | 12 | -704 098 | -234 473 | -1 279 324 | -688 981 | -1 020 720 | -1 133 138 |
| Acquisition and transaction costs | 12 | -181 094 | -128 765 | -1 131 714 | -517 427 | -512 385 | -907 671 |
| EBITDA | 2 695 679 | 699 634 | 2 822 150 | 1 173 761 | 1 216 233 | 806 403 | |
| Depreciation, amortizations and write downs | 9 | -1 112 176 | -295 446 | -1 832 994 | -881 861 | -1 240 020 | -1 036 269 |
| Gain on bargain purchase | 0 | 2 422 269 | 0 | 2 430 332 | 2 243 510 | 2 668 237 | |
| EBIT | 1 583 503 | 2 826 457 | 989 155 | 2 722 233 | 2 219 723 | 2 438 371 | |
| Finance income | 127 435 | 666 321 | 1 469 774 | 1 998 192 | 2 753 421 | 4 711 | |
| Finance costs | -1 886 967 | -48 861 | -3 321 455 | -209 131 | -215 308 | -1 853 042 | |
| Profit before tax | -176 029 | 3 443 917 | -862 525 | 4 511 293 | 4 757 837 | 590 040 | |
| Income tax gain/(expense) | -376 749 | -64 450 | -124 791 | -105 650 | -106 093 | -61 171 | |
| Profit after tax | -552 778 | 3 379 467 | -987 316 | 4 405 643 | 4 651 744 | 528 869 | |
| Other comprehensive income Translation differences Other comprehensive income net of tax |
-305 796 -305 796 |
-553 648 -553 648 |
-305 796 -305 796 |
-1 960 454 -1 960 454 |
-3 138 155 -3 138 155 |
812 044 812 044 |
|
| Total comprehensive income | -858 574 | 2 825 819 | -1 293 112 | 2 445 189 | 1 513 589 | 1 340 913 | |
| Profit for the year attributable to: | |||||||
| Equity holders of the parent company | -552 778 | 3 379 466 | -987 316 | 4 405 643 | 4 651 744 | 528 869 | |
| Non-controlling interests | 0 | 0 | 0 | 0 | 0 | 0 | |
| Equity holders of the parent company | -552 778 | 3 379 466 | -987 316 | 4 405 643 | 4 651 744 | 528 869 | |
| Total comprehensive income attributable to: | |||||||
| Equity holders of the parent company Non-controlling interests |
-858 574 | 2 825 819 0 |
-1 293 112 0 |
2 445 189 0 |
1 513 589 0 |
1 340 913 0 |
|
| Equity holders of the parent company | -858 574 | 2 825 819 | -1 293 112 | 2 445 189 | 1 513 589 | 1 340 913 | |
| Earnings per share: | |||||||
| Continued operation | |||||||
| - Basic | -0,11 | 1,46 | -0,19 | 2,26 | 2,23 | 0,44 | |
| - Diluted | -0,12 | 1,46 | -0,21 | 1,90 | 1,98 | 0,44 |
The interim financial statement information has not been subject to audit or review. Diluted number of shares at the end of the third quarter 2014 is 5,070,000.
| (EUR) | Note | Unaudited 9M'2014 |
Unaudited 9M'2013 |
Audited 2013 |
Audited 2012 |
Audited 2011 |
|---|---|---|---|---|---|---|
| ASSETS | ||||||
| Property, plant and equipment | 9 | 86 797 205 | 24 115 653 | 23 721 735 | 19 533 095 | 6 563 352 |
| Other long term assets | 2 892 478 | 350 311 | 422 867 | 338 210 | 355 330 | |
| Non-current assets | 89 689 682 | 24 465 964 | 24 144 602 | 19 871 305 | 6 918 682 | |
| Receivables | 16 802 056 | 1 942 242 | 802 046 | 950 882 | 429 266 | |
| Other current assets Cash and short term deposits |
10 | 2 297 561 10 727 584 |
180 582 4 102 078 |
77 723 4 861 406 |
598 551 713 730 |
209 770 8 000 351 |
| Current assets | 29 827 202 | 6 224 902 | 5 741 174 | 2 263 163 | 8 639 387 | |
| TOTAL ASSETS | 119 516 884 | 30 690 866 | 29 885 776 | 22 134 468 | 15 558 069 | |
| EQUITY AND LIABILITIES | ||||||
| Issued capital | 6 152 669 | 2 859 256 | 2 932 561 | 1 523 423 | 1 523 423 | |
| Share premium | 429 971 | 0 | 429 971 | 13 400 695 | 13 400 695 | |
| Paid in capital | 6 582 640 | 2 859 256 | 3 362 532 | 14 924 118 | 14 924 118 | |
| Translation differences | 947 747 | 350 311 | -2 089 997 | 1 048 158 | 236 114 | |
| Other equity | 47 284 878 | 26 494 729 | 28 051 626 | -455 720 | -984 589 | |
| Other equity | 48 232 624 | 26 845 040 | 25 961 629 | 592 438 | -748 475 | |
| Total equity | 54 815 265 | 29 704 295 | 29 324 160 | 15 516 556 | 14 175 643 | |
| Leasing Non-recourse debt |
29 685 237 12 566 790 |
0 0 |
0 0 |
0 0 |
0 0 |
|
| Deferred tax liability | 2 906 726 | 0 | 0 | 0 | 0 | |
| Total non-current liabilities | 45 158 754 | 0 | 0 | 0 | 0 | |
| Trade payables | 9 593 275 | 814 273 | 167 772 | 1 004 610 | 590 729 | |
| Income tax payable | 1 805 577 | 172 298 | 174 311 | 164 106 | 175 591 | |
| Short term loan - interest bearing | 8 144 014 | 0 | 0 | 5 420 265 | 0 | |
| Other current liabilities | 0 | 0 | 219 533 | 28 931 | 616 106 | |
| Total current liabilities | 19 542 866 | 986 571 | 561 616 | 6 617 912 | 1 382 426 | |
| Total liabilities | 64 701 620 | 986 571 | 561 616 | 6 617 912 | 1 382 426 | |
| TOTAL EQUITY AND LIABILITIES | 119 516 884 | 30 690 866 | 29 885 776 | 22 134 468 | 15 558 069 |
Board of Directors
| Share premium |
Currency translation |
||||
|---|---|---|---|---|---|
| (EUR) | Share capital | fund | Other equity | reserve | Total equity |
| Equity as at 1 January 2013 | 1 523 423 | 13 400 695 | -455 720 | 1 048 158 | 15 516 556 |
| Capital increase 25 March 2013 | 1 335 833 | 13 519 263 | 14 855 096 | ||
| Costs related to capital increase | -1 026 588 | -1 026 588 | |||
| Conversion of share premium fund | -25 415 355 | 25 415 355 | |||
| Dividends or distribution to shareholders | -1 484 705 | -1 484 705 | |||
| Profit (loss) After tax | 4 651 744 | 4 651 744 | |||
| Other comprehensive income | -3 187 943 | -3 187 943 | |||
| Equity as of 31 December 2013 | 2 859 256 | 478 016 | 28 126 674 | -2 139 785 | 29 324 160 |
| Equity as at 1 January 2014 | 2 859 256 | 478 016 | 28 126 674 | -2 139 785 | 29 324 160 |
| Capital increase 17 January 2014 | 3 293 413 | 23 053 892 | 26 347 305 | ||
| Costs related to capital increase | -1 087 752 | -1 087 752 | |||
| Dividends or distribution to shareholders | -1 868 665 | -1 868 665 | |||
| Profit (loss) After tax | -987 316 | -987 316 | |||
| Other comprehensive income | 3 087 532 | 3 087 532 | |||
| Equity as at 30 September 2014 | 6 152 669 | 478 016 | 47 236 833 | 947 747 | 54 815 265 |
| Unaudited | Unaudited | Audited | Audited | Audited | Unaudited | |
|---|---|---|---|---|---|---|
| (EUR) | Note 9M 2014 |
9M 2013 | 2013 | 2012 | 2011 | 9M 2012 |
| Ordinary profit before tax | -987 316 | 4 511 293 | 4 757 837 | 590 040 | -1 339 919 | 1 420 706 |
| Paid income taxes | -310 270 | -130 672 | 0 | -727 658 | 0 | 0 |
| Depreciation | 1 832 994 | 881 861 | 1 240 020 | 1 036 269 | 148 012 | 743 373 |
| Gain on bargain purchase | 0 | -2 430 332 | -2 243 510 | -2 668 237 | 0 | -2 668 237 |
| Changes in trade receivables and trade payable | -6 574 508 | -1 181 697 | -688 002 | 130 944 | 861 238 | -1 355 241 |
| Changes in other accruals | 2 516 085 | 397 230 | 491 897 | -390 824 | 188 526 | -642 314 |
| Cash flow from operations | -3 523 014 | 2 047 683 | 3 558 243 | -2 029 466 | -142 143 | -2 501 713 |
| Purchase of property, plant and equipment | 0 | -66 240 | 0 | -73 685 | 0 | 0 |
| Acquisition of subsidiary, net of cash acquired | -23 519 621 | -3 518 720 | -3 368 989 | -11 696 898 | -6 933 426 | -10 985 916 |
| Cash flow from investments | -23 519 621 -3 584 960 | -3 368 989 -11 770 583 | -6 933 426 -10 985 916 | |||
| Proceeds from issue of share capital | 25 259 554 | 13 770 205 | 13 828 508 | 0 | 14 924 118 | 0 |
| Dividends or shareholder distributions | -1 868 665 | -1 484 705 | 0 | 0 | 0 | |
| Proceeds from new loans | 8 144 014 | 0 | -5 420 265 | 6 106 249 | 0 | 6 106 249 |
| Repayment of loans | -1 713 621 | -5 512 476 | -1 484 705 | -685 984 | 0 | 0 |
| Cash flow from financing | 29 821 282 | 6 773 024 | 6 923 538 | 5 420 265 | 14 924 118 | 6 106 249 |
| Cash at beginning of period | 4 861 406 | 713 730 | 713 730 | 8 000 351 | 0 | 8 000 351 |
| Net currency translation effect | 3 087 532 | -1 847 399 | -2 965 116 | 1 093 163 | 151 802 | 756 957 |
| Net increase/(decrease) in cash and cash equivalents | 2 778 647 | 5 235 747 | 7 112 792 | -7 286 621 | 8 000 351 | -6 624 423 |
| Cash at end of period | 10 727 585 | 4 102 078 | 4 861 406 | 713 730 | 8 000 351 | 1 375 928 |
EAM Solar ASA (the Group) is a public limited liability company, incorporated and domiciled in Norway. The registered office of EAM Solar ASA is Dronningen 1, NO-0287 Oslo, Norway. The Company was founded the 5 January 2011.
The Company is listed on the Oslo Stock Exchange under the ticker EAM.
The main activity of EAM Solar ASA is to own solar PV power plants and sell the electricity produced under longterm contracts. EAM's main purpose is to create a steady long-term dividend yield for its shareholders. EAM Solar ASA currently owns twenty-five photovoltaic power plants and eleven subsidiaries in Italy. Seven subsidiaries where acquired after the reporting date, see note 14 for further details on the transaction. The company has no employees.
Energeia Asset Management AS manages EAM Solar ASA under a long-term management agreement. EAM Solar Park Management AS (EAM SPM), a subsidiary of Energeia Asset Management AS, is conducting most of the day-to-day management tasks directly or through the use of subcontractors.
This interim condensed consolidated financial statement for the third quarter 2014 has been prepared in accordance with IAS 34 Interim Financial Reporting. The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group's Annual Report 2013
The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group's annual financial statements for the year ended 31 December 2013. Standards and interpretations as mentioned in the Group's Annual Report 2013 Note 1 and effective from the 1 January 2013 did not have a significant impact on the Group's consolidated interim financial statements.
The primary focus of the Group's capital management is to ensure good solidity and liquidity that will support a strong credit rating and healthy capital ratio in order to support its business and maximize the shareholders values.
The Group manages its capital structure and makes adjustment to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives policies or processes during the first nine months of 2014.
The Group monitors capital using a gearing ratio, which is net debt divided by enterprise value. The Group's policy and ambition is to keep the gearing ratio between 60% and 65%. The Group includes within net debt, interest bearing loans and borrowings, trade and other payables, less cash and cash equivalents. Capital includes equity attributable to equity holders of the parent.
The Company has with the purchase of the P31 portfolio also acquired debt. The gearing ratio as at the end of the second quarter (including the newly acquired companies) is 49%. The Company will continue to seek to increase its acquisition capacity by assuming debt on the currently 100% equity financed power plants.
The European financial crisis and Basel III funding requirements has reduced European banks possibilities to secure funding for long-term project finance, which has limited the financing of solar power plants in Europe from August 2011. Although the project financing showed signs of reopening in 2013 the recovery of a normalized bank financing market is still not in place.
This has affected EAM Solar, although the outcome is positive so far through the acquisition of power plants of high quality and with a price significantly below the market terms seen in 2011 and 2012.
In Italy the main incentive program expired in 2013, which most probably will reduce the volume of new built solar power plants the next couple of years. As Solar PV power plants have become less expensive, Italian authorities expect 1 – 2 GW of new capacity to be installed annually without subsidies.
The secondary market is strong, especially in Italy, with a steady availability of projects that have been in operation for 2 – 3 years.
During the last years there has been changes in different taxes that impact the profitability of solar power plants. An increase in IMU (real estate taxes) and corporate tax has had a negative impact during the last years.
On the regulatory side, changes has been adopted by the Italian government to reduce the feed-in tariff (FIT). The photovoltaic power plant owners can either choose a reduction in the annual FIT revenues ranging from 17% to 25% depending on the remaining contract lifetime and a 4-year prolongment of the contract period, or through a voluntary 8% annual reduction in the FIT. There is also discussed two other options in the adopted law, however the details of the proposal are not yet published. EAM has done the purchase price allocation based on the 8% cut in feed in tariff.
Tariff for one-year RiD contracts for plants below 1MW has been steadily reduced over time and is currently at a level of EUR 57 per MW.
With the transition from a subsidy-based industry to grid parity, with pure commercial considerations, off-take agreements and new valuation models to factor in new risk elements will have to be developed.
The risk for losses is considered to be low, as the counterpart will be sovereign states in Western Europe. The group has not made any set-off or other derivate agreements to reduce the credit risk in EAM Solar ASA.
Almost all of EAM's activity is in EUR. Some of the cost base is in NOK and the effective currency for the parent company is NOK.
The subsidiaries holding the four solar power plants in Northern Italy are mainly financed through intercompany loans granted by the parent company. Interest charged on loans from Norway to Italy is subject to a 15% withholding tax in Italy. The withholding tax is payable at the time of transfer of funds from Italy to Norway as payment for accrued interest. This tax can be offset against taxes paid in Norway. In Italy, interest payments in general are capped at 30% of EBITDA for tax purposes, meaning that the excess interest payment will not be deductible for tax purposes but can be carried forward for an indefinite period of time.
EAM Solar ASA's core business is to acquire and operate solar PV power plants (SPP's). Acquisitions are either conducted by acquiring companies that owns SPPs, or by acquiring the power plant directly (asset purchase). Choice of acquisition method has tax implications, and implications for the asset value used in the Company's accounts post acquisition.
As experienced in the third quarter 2013, the book value of assets owned by the acquired company was higher than the purchase price. In conjunction with the accounting principles used in the group accounts by EAM Solar ASA in 2012 and in 2013, a difference between purchase price and the book value of assets results in an accounting gain or loss recognized in the Company's profit and loss statement.
Since EAM is experiencing that the current accounting practise of recognising such difference in the P&L statement results in significant gains, which may distort the perception of the underlying economic activity of the company, the Board of Directors have evaluated this accounting practise together with the Company's auditor in conjunction with the full year 2013 audit. See the Annual Report 2013 for further comments.
Based on the current IFRS accounting rules, the Board of Directors in EAM has, together with the Company's Auditor, decided to apply the IFRS accounting rules, i.e. maintain the recognition of book values when deemed appropriate.
An impairment test has been conducted on EAM Solar Italy 1, 2 and 3. Based on the impairment test the proposed changes in the FIT contracts in Italy will not necessitate any adjustments to the book value of the power plant assets.
The following subsidiaries are included in the interim consolidated financial statements:
| Company | Country of | incorporation Main operation | Ownership | Voting power |
|---|---|---|---|---|
| EAM Solar Italy Holding Srl | Italy | Holding company | 100% | 100% |
| EAM Solar Italy 1 Srl | Italy | Solar power plant | 100% | 100% |
| EAM Solar Italy 2 Srl | Italy | Solar power plant | 100% | 100% |
| EAM Solar Italy 3 Srl | Italy | Solar power plant | 100% | 100% |
| Energetic Source Green Power s.r.l. | Italy | Solar power plant | 100% | 100% |
| Energetic Source Green Investment s.r.l. | Italy | Solar power plant | 100% | 100% |
| Energetic Source Solar Production s.r.l. | Italy | Solar power plant | 100% | 100% |
| Aveleos Green Investment s.r.l. | Italy | Solar power plant | 100% | 100% |
| Ens Solar One s.r.l. | Italy | Solar power plant | 100% | 100% |
| Energia Fotovoltaica 14 Soc. Agr. A r.l. | Italy | Solar power plant | 100% | 100% |
| Energia Fotovoltaica 25 Soc. Agr. A r.l. | Italy | Solar power plant | 100% | 100% |
| EAM Solar Italy 1 s.r.l. | 9M 2014 | 9M 2013 |
|---|---|---|
| Revenues from external customers | 761 758 | 824 947 |
| EBITDA | 553 513 | 567 865 |
| EBIT | 263 965 | 278 318 |
| Investments | 0 | 48 080 |
| Non-current assets | 5 822 948 | 6 213 218 |
| EAM Solar Italy 2 s.r.l. | 9M 2014 | 9M 2013 |
| Revenues from external customers | 1 669 250 | 1 777 101 |
| EBITDA | 1 277 961 | 1 298 102 |
| EBIT | 687 887 | 708 028 |
| Investments | 0 | 44 160 |
| Non-current assets | 12 051 700 | 12 799 880 |
| EAM Solar Italy 3 s.r.l. | 9M 2014 | 9M 2013 |
| Revenues from external customers | 647 673 | 10 395 |
| EBITDA | 432 716 | -150 931 |
| EBIT | 231 090 | 2 277 161 |
| Investments | 217 845 | 3 518 720 |
| Non-current assets | 5 218 124 | 5 452 867 |
| P21 | 9M 2014* | 9M 2013 |
| Revenues from external customers | 2 840 830 | 0 |
| EBITDA | 2 232 774 | 0 |
| EBIT | 1 481 027 | 0 |
| Investments | 30 000 000 | 0 |
| Non-current assets | 66 284 187 | 0 |
| Other & eliminations | 9M 2014 | 9M 2013 |
| Revenues from external customers | 0 | 0 |
| EBITDA | -1 674 814 | -541 274 |
| EBIT | -1 674 814 | -541 274 |
| Investments | 0 | 10 676 |
| Non-current assets | 312 723 | 0 |
| Total | 9M 2014 | 9M 2013 |
| Revenues from external customers | 5 919 511 | 2 612 443 |
| EBITDA | 2 822 150 | 1 173 761 |
| EBIT | 989 155 | 2 722 233 |
| Investments | 30 217 845 | 3 621 636 |
| Non-current assets | 89 689 682 | 24 465 965 |
* P21 is included from 15 July 2014.
Non-current assets consist of the solar power plants in Italy, land, deferred tax asset and capitalized acquisition costs.
In the third quarter EAM Solar ASA owned, through ten 100% owned Italian subsidiaries, 25 solar power plants in Italy.
| Single purpose vehicle (SPV) | Power plant MWp Ownership | ||
|---|---|---|---|
| EAM Solar Italy 1 Srl | Varmo | 3,128 | 100% |
| EAM Solar Italy 2 Srl | Codroipo | 1,522 | 100% |
| EAM Solar Italy 3 Srl | Momo | 0,994 | 100% |
| EAM Solar Italy 3 Srl | Caltignaga | 0,992 | 100% |
| Energetic Source Green Power srl (ESGP) | Selvaggi | 0,989 | 100% |
| Energetic Source Green Power srl (ESGP) | Di Mauro | 0,989 | 100% |
| Energetic Source Green Power srl (ESGP) | Ninivaggi | 0,984 | 100% |
| Energetic Source Green Power srl (ESGP) | Lomurno | 0,987 | 100% |
| Energetic Source Green Power srl (ESGP) | Giordano D. | 0,989 | 100% |
| Energetic Source Green Power srl (ESGP) | Gagnazzi | 0,989 | 100% |
| Energetic Source Green Power srl (ESGP) | Gentile | 0,987 | 100% |
| Energetic Source Green Investments srl (ESGI) | Lorusso | 0,989 | 100% |
| Energetic Source Green Investments srl (ESGI) | Cirasole | 0,986 | 100% |
| Energetic Source Green Investments srl (ESGI) | Scaltrito | 0,989 | 100% |
| Energetic Source Solar Production srl (ESSP) | Pasculli | 0,987 | 100% |
| Energetic Source Solar Production srl (ESSP) | Pisicoli N. | 0,987 | 100% |
| Energetic Source Solar Production srl (ESSP) | Pisicoli T. | 0,987 | 100% |
| Energetic Source Solar Production srl (ESSP) | Marulli | 0,742 | 100% |
| Energetic Source Solar Production srl (ESSP) | Antonacci | 0,986 | 100% |
| Aveleos Green Investment srl (AGI) | Piangevino | 0,989 | 100% |
| Ens Solar One srl (ENS1) | Lorusso | 0,984 | 100% |
| Ens Solar One srl (ENS1) | Brundesini | 0,994 | 100% |
| Ens Solar One srl (ENS1) | Scardino | 0,993 | 100% |
| Energia Fotovaltaica 14 Soc. Agr. a r.l. (ENFO14) | Enfo 14 | 0,977 | 100% |
| Energia Fotovaltaica 25 Soc. Agr. a r.l. (ENFO25) | Enfo 25 | 0,983 | 100% |
All the transactions have been carried out as part of the ordinary operations and at arms-length prices.
Energeia Asset Management, and its daughter company EAM SPM, delivers management services to EAM Solar ASA according to the Management Agreement. EAM SPM is 100% owned by Energeia Asset Management AS.
According to the Management Agreement, the Energeia group charges EAM Solar ASA the direct operating costs, without any profit margin, related to the management services provided. At the moment any direct operating costs above NOK 5 million a year must be approved by the board of directors in EAM Solar ASA.
Furthermore, the Energeia group receives 12.5% of the Groups pre-tax profit as royalty from EAM Solar ASA, known as the financial participation mechanism. The royalty is based on the fact that EAM Solar is developed, created and managed by Energeia Asset Management AS. The royalty structure aligns the interests of the Energeia group with the interests of the shareholders of EAM Solar ASA.
Direct cost charged by the Energeia group according to the Management Agreement amounts can bee seen in note 11.
In the calculation of the royalty, any non-cash currency gain or non-cash gain on bargain purchase is subtracted from the royalty calculation base.
In the financing of the P31 acquisitions, EAM used a credit facility of EUR 8,1m provided by the largest shareholder in EAM Solar ASA, Sundt AS. The credit facility is secured with a pledge in EAM Solar Italy Holding S.r.l and carries an interest rate of 6% p.a.
Of the groups' revenues of EUR 5,9m in the first nine months of 2014, all came from the sale of electrical power.
84% of electricity sale is conducted through long-term electricity sales contracts (the FIT contracts), and the remainder from sales at market price.
The Company's major customer is GSE for the FIT contracts. GSE is short for Gestore dei Servizi Energetici GSE S.p.A., a company owned by the Italian Ministry of Economy and Finance. For further information about GSE visit the following web page: www.gse.it.
The assets are depreciated based over an economic life of 11 to 2o years and linear depreciation.
In the fourth quarter 2013 the tax depreciation period for SPPs was changed from 20 to 25 years according to a regulatory change in Italy. This has not impacted our IFRS practise of depreciation over 20 years equivalent to the FIT electricity sales contract period.
| 2014 | Power plants |
|---|---|
| Carrying value 1 January 2014 | 23 197 458 |
| Additions | 65 432 741 |
| Depreciation | -1 832 994 |
| Carrying value 30 September 2014 | 86 797 205 |
| 2013 | Power plants |
| Carrying value 1 January 2013 | 19 533 095 |
| Additions | 4 904 382 |
| Depreciation | -1 240 020 |
| Carrying value 31 December 2013 | 23 197 458 |
| 2012 | Power plants |
| Carrying value 1 January 2012 | 6 563 352 |
| Additions | 14 006 012 |
| Depreciation | -1 036 269 |
| Carrying value 31 December 2012 | 19 533 095 |
| (EUR) | Q3 2012 | Q4 2012 | Q1 2013 | Q2 2013 | Q3 2013 | Q4 2013 | Q1'2014 | Q2'2014 | Q3 2014 |
|---|---|---|---|---|---|---|---|---|---|
| Unrestricted cash Norway | 860 075 | 249 256 | 9 860 020 | 7 507 109 | 1 746 242 | 1 435 170 | 25 975 787 | 969 095 | 203 138 |
| Unrestricted cash Italy | 254 943 | 203 564 | 588 323 | 659 126 | 2 105 870 | 3 176 028 | 3 365 968 | 33 499 741 | 1 150 985 |
| Restricted cash Italy | 260 910 | 260 910 | 260 885 | 250 208 | 250 208 | 250 208 | 250 208 | 250 208 | 9 373 462 |
| Cash | 1 375 927 | 713 730 | 10 709 227 | 8 416 443 | 4 102 320 | 4 876 716 | 29 591 962 | 34 719 044 | 10 727 584 |
The group has no unused credit facility at the end of the third quarter 2014. The restricted cash is partly tied up in debt service reserve accounts related to the debt financing of the power plants, but also include funds that have been frozen in conjunction with the preliminary investigation s conducted by the Public Prosecutor in Milan.
| (EUR) | EAM Solar ASA EAM Solar Italy 1 EAM Solar Italy 2 EAM Solar Italy 3 | P21 | Other & Eliminations |
|||
|---|---|---|---|---|---|---|
| Revenues | 5 919 511 | 761 758 | 1 669 250 | 647 673 | 2 840 830 | 0 |
| Cost of operations | -686 323 | -97 578 | -214 291 | -100 074 | -265 630 | -8 750 |
| Land rent | -131 096 | -26 727 | -55 081 | 0 | -49 289 | 0 |
| Insurance | -102 872 | -13 196 | -47 034 | -9 714 | -24 178 | -8 750 |
| Operation & Maintenance | -374 932 | -52 801 | -100 208 | -77 410 | -144 514 | 0 |
| Other operations costs | -77 422 | -4 855 | -11 969 | -12 949 | -47 649 | 0 |
| Sales, General & Administration | -1 279 324 | -111 283 | -173 875 | -128 673 | -342 425 | -523 069 |
| Commercial management | -53 418 | -18 993 | -18 863 | 0 | 0 | -15 563 |
| Accounting, audit & legal fees | -166 756 | -17 870 | -21 976 | -31 968 | -34 877 | -60 065 |
| IMU tax | -213 874 | -26 533 | -48 273 | -36 069 | -102 999 | 0 |
| EAM SPM direct costs | -705 328 | -38 038 | -78 209 | -49 633 | -145 919 | -393 530 |
| EAM SPM management service contract | 0 | 0 | 0 | 0 | 0 | 0 |
| Other administrative costs | -139 948 | -9 849 | -6 554 | -11 003 | -58 630 | -53 911 |
| Acquisition & financing cost | -1 131 714 | 616 | -3 124 | 13 789 | 0 | -1 142 996 |
| Acquisition transaction costs | -1 080 785 | 0 | 0 | 0 | 0 | -1 080 785 |
| Funding & IPO costs | -62 210 | 0 | 0 | 0 | 0 | -62 210 |
| Other non-recurring items | 11 282 | 616 | -3 124 | 13 789 | 0 | 0 |
| EBITDA | 2 822 150 | 553 513 | 1 277 961 | 432 716 | 2 232 774 | -1 674 814 |
The costs under other & eliminations are costs of EUR 1,08m related to the due diligence and transaction costs of the P31 acquisition in EAM Solar Italy Holding Srl., and EUR 62k related to the Private placement conducted in January 2014 in the Norwegian mother company.
| (EURm) | Q1 2012 | Q2 2012 | Q3 2012 | Q4 2012 | Q1 2013 | Q2 2013 | Q3 2013 | Q4 2013 | Q1 2014 | Q2 2014 | Q3 2014 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Production (GWh) % of annual production |
1,176 16% |
2,484 35% |
2,574 36% |
0,931 13% |
1,102 14% |
2,335 30% |
2,692 35% |
1,629 21% |
1,521 | 3,283 | 10,213 |
| Revenues | 0,501 | 1,047 | 1,085 | 0,474 | 0,496 | 0,986 | 1,131 | 0,497 | 0,592 | 1,380 | 3,947 |
| Total operating costs Operations costs SG&A costs A&T costs |
-0,550 -0,061 -0,193 -0,295 |
-0,789 -0,080 -0,202 -0,507 |
-0,448 -0,064 -0,255 -0,129 |
-0,516 -0,061 -0,479 0,023 |
-0,689 -0,081 -0,281 -0,327 |
-0,318 -0,083 -0,173 -0,062 |
-0,431 -0,068 -0,234 -0,129 |
-0,455 -0,128 -0,332 0,005 |
-0,934 -0,116 -0,260 -0,558 |
-0,912 -0,204 -0,315 -0,393 |
-1,251 -0,366 -0,704 -0,181 |
| EBITDA EBITDA margin |
-0,049 -10% |
0,258 25% |
0,637 59% |
-0,042 -9% |
-0,193 -39% |
0,667 68% |
0,700 62% |
0,042 9% |
-0,342 -58% |
0,468 34% |
2,696 68% |
| Depreciation Gain on bargain purchase |
-0,161 2,668 |
-0,291 0,000 |
-0,292 0,000 |
-0,293 0,000 |
-0,345 0,000 |
-0,241 0,000 |
-0,295 2,422 |
-0,358 -0,179 |
-0,360 0,000 |
-0,360 0,000 |
-1,112 0,000 |
| EBIT | 2,458 | -0,033 | 0,345 | -0,335 | -0,538 | 0,426 | 2,826 | -0,494 | -0,702 | 0,108 | 1,584 |
| Financial income Financial costs |
0,000 -0,313 |
0,027 -0,413 |
0,003 -0,658 |
0,001 -0,496 |
0,333 -0,158 |
0,999 -0,003 |
0,666 -0,049 |
0,755 -0,006 |
0,043 -0,258 |
1,300 -1,176 |
0,127 -1,887 |
| Profit before tax | 2,145 | -0,419 | -0,310 | -0,831 | -0,362 | 1,422 | 3,444 | 0,254 | -0,917 | 0,232 | -0,176 |
| Adjusted EBITDA | 0,246 | 0,765 | 0,766 | -0,066 | 0,134 | 0,729 | 0,828 | 0,037 | 0,216 | 0,861 | 2,877 |
EBITDA adjusted is adjusted for acquisition, transaction and funding costs.
The following power plants are included in the consolidated financial statements:
| Power plant | Capacity | Production | Location | Type |
|---|---|---|---|---|
| kW | MWh (*) | Province | ||
| Varmo | 1 521 | 2 298 | Udine | Dual axis tracker |
| Codroipo | 3 128 | 4 623 | Udine | Dual axis tracker |
| Momo | 994 | 1 133 | Piemonte | Fixed tilt |
| Caltignaga | 992 | 1 120 | Piemonte | Fixed tilt |
| Selvaggi | 989 | 1 383 | Puglia | Fixed tilt |
| Di Mauro | 989 | 1 383 | Puglia | Fixed tilt |
| Ninivaggi | 984 | 1 377 | Puglia | Fixed tilt |
| Lomurno | 987 | 1 403 | Puglia | Fixed tilt |
| Giordano D. | 989 | 1 406 | Puglia | Fixed tilt |
| Gagnazzi | 989 | 1 406 | Puglia | Fixed tilt |
| Gentile | 987 | 1 381 | Puglia | Fixed tilt |
| Lorusso | 989 | 1 353 | Puglia | Fixed tilt |
| Cirasole | 986 | 1 376 | Puglia | Fixed tilt |
| Scaltrito | 989 | 1 376 | Puglia | Fixed tilt |
| Pasculli | 987 | 1 433 | Puglia | Fixed tilt |
| Pisicoli N. | 987 | 1 386 | Puglia | Fixed tilt |
| Pisicoli T. | 987 | 1 386 | Puglia | Fixed tilt |
| Marulli | 742 | 1 038 | Puglia | Fixed tilt |
| Antonacci | 986 | 1 378 | Puglia | Fixed tilt |
| Piangevino | 989 | 1 428 | Puglia | Fixed tilt |
| Lorusso | 984 | 1 403 | Puglia | Fixed tilt |
| Brundesini | 994 | 1 477 | Puglia | Fixed tilt |
| Scardino | 993 | 1 483 | Puglia | Fixed tilt |
| Enfo 14 | 977 | 1 415 | Puglia | Fixed tilt |
| Enfo 25 | 983 | 1 430 | Puglia | Fixed tilt |
| Total | 25 600 | 35 975 |
(*) Production is based on historical average solar irradiation.
| Reported power production | Q3 2014 | Q2 2014 Q1 2014 | Q1 2013 Q2 2013 | Q3 2013 | Q4 2013 | YTD2014 | FY2013 | FY2012 | ||
|---|---|---|---|---|---|---|---|---|---|---|
| EAM Solar Italy 1 Srl | 710 | 796 | 367 | 352 | 785 | 862 | 315 | 1 873 | 2 315 | 2 571 |
| EAM Solar Italy 2 Srl | 1 502 | 1 605 | 749 | 750 | 1 550 | 1 798 | 707 | 3 856 | 4 806 | 4 595 |
| EAM Solar Italy 3 Srl | 602 | 881 | 405 | 0 | 0 | 32 | 287 | 3 777 | 637 | 0 |
| Energetic Source Green Power srl (ESGP) | 2 491 | 2 491 | 0 | |||||||
| Energetic Source Green Investments srl (ESGI) | 1 062 | 1 062 | 0 | |||||||
| Energetic Source Solar Production srl (ESSP) | 1 704 | 1 704 | 0 | |||||||
| Aveleos Green Investment srl (AGI) | 350 | 350 | 0 | |||||||
| Ens Solar One srl (ENS1) | 1 100 | 1 100 | 0 | |||||||
| Energia Fotovaltaica 14 Soc. Agr. a r.l. (ENFO14) | 339 | 339 | 0 | |||||||
| Energia Fotovaltaica 25 Soc. Agr. a r.l. (ENFO25) | 354 | 354 | 0 | |||||||
| Total | 10 213 | 3 283 | 1 521 | 1 102 | 2 335 | 2 692 | 1 310 | 16 904 | 7 758 | 7 166 |
| Actual power production | Q3 2014 | Q2 2014 | Q1 2014 | Q1 2013 Q2 2013 | Q3 2013 | Q4 2013 | YTD2014 | FY2013 | FY2012 | |
|---|---|---|---|---|---|---|---|---|---|---|
| Varmo | 710 | 796 | 367 | 352 | 785 | 862 | 315 | 1 873 | 2 315 | 2 571 |
| Codroipo | 1502 | 1 605 | 749 | 750 | 1 550 | 1 798 | 707 | 3 856 | 4 806 | 5 238 |
| Momo | 213 | 451 | 198 | 0 | 0 | 460 | 143 | 862 | 603 | 0 |
| Caltignaga | 389 | 430 | 208 | 0 | 0 | 439 | 144 | 1 027 | 583 | 0 |
| Selvaggi | 427 | 420 | 277 | 199 | 436 | 457 | 255 | 1 125 | 1 347 | |
| Di Mauro | 430 | 413 | 274 | 167 | 421 | 454 | 280 | 1 118 | 1 322 | |
| Ninivaggi | 424 | 423 | 274 | 197 | 405 | 458 | 252 | 1 121 | 1 312 | |
| Lomurno | 416 | 410 | 270 | 204 | 444 | 453 | 256 | 1 096 | 1 356 | |
| Giordano D. | 431 | 419 | 280 | 197 | 420 | 445 | 267 | 1 130 | 1 330 | |
| Gagnazzi | 420 | 412 | 276 | 201 | 452 | 458 | 264 | 1 107 | 1 374 | |
| Gentile | 413 | 411 | 260 | 192 | 383 | 438 | 245 | 1 084 | 1 258 | |
| Lorusso | 391 | 403 | 267 | 169 | 433 | 441 | 235 | 1 061 | 1 278 | |
| Cirasole | 451 | 441 | 292 | 200 | 438 | 468 | 260 | 1 183 | 1 367 | |
| Scaltrito | 425 | 405 | 278 | 199 | 428 | 459 | 249 | 1 108 | 1 335 | |
| Pasculli | 437 | 412 | 283 | 272 | 464 | 417 | 242 | 1 132 | 1 395 | |
| Pisicoli N. | 438 | 424 | 275 | 270 | 483 | 469 | 247 | 1 137 | 1 469 | |
| Pisicoli T. | 429 | 414 | 272 | 244 | 397 | 441 | 245 | 1 114 | 1 327 | |
| Marulli | 322 | 312 | 197 | 141 | 273 | 338 | 182 | 831 | 934 | |
| Antonacci | 443 | 430 | 285 | 101 | 482 | 472 | 255 | 1 158 | 1 310 | |
| Piangevino | 415 | 415 | 273 | 202 | 387 | 358 | 235 | 1 103 | 1 183 | |
| Lorusso | 434 | 421 | 274 | 216 | 472 | 469 | 251 | 1 129 | 1 407 | |
| Brundesini | 444 | 419 | 286 | 218 | 469 | 454 | 253 | 1 149 | 1 393 | |
| Scardino | 440 | 426 | 286 | 204 | 428 | 440 | 280 | 1 152 | 1 352 | |
| Enfo 14 | 406 | 415 | 280 | 205 | 418 | 424 | 265 | 1 101 | 1 313 | |
| Enfo 25 | 421 | 413 | 267 | 195 | 430 | 456 | 258 | 1 101 | 1 339 | |
| Total | 11 669 | 11 940 | 7 246 | 5 296 | 11 297 | 12 829 | 6 584 | 30 855 | 36 006 | 7 808 |
On the 15th of July the company executed the transfer of the shares of 7 out of a total of 8 companies that comprises the P31 portfolio, effectively bringing the power plants owned by the SPV's under EAM's control. This transaction is in line with the Company's growth strategy in Italy. The 7 companies represent 21 of the total 31 power plants in the P31 Portfolio, equivalent to 20.5MW out of a total of 30.4MW. A partial closing was decided and executed by EAM Solar and the seller due to matters remaining to be resolved concerning the last bank waiver affecting the last SPV to be purchased (ENS 4), which comprise 10 solar power plants. Since these matters are not expected to be determined before October/November, the parties decided to conduct a partial transfer of the companies not affected by this bank waiver. The partial transfer has been executed on the premise that all the 31 purchased power plants are transferred as agreed. The parties have agreed that if the revised condition precedent is not fulfilled by December 19, 2014 the second closing does not take place.
| Company | Country of | incorporation Main operation Ownership | Voting power |
|
|---|---|---|---|---|
| Energetic Source Green Power s.r.l. | Italy | Solar power plant | 100% | 100% |
| Energetic Source Green Investment s.r.l. | Italy | Solar power plant | 100% | 100% |
| Energetic Source Solar Production s.r.l. | Italy | Solar power plant | 100% | 100% |
| Aveleos Green Investment s.r.l. | Italy | Solar power plant | 100% | 100% |
| Ens Solar One s.r.l. | Italy | Solar power plant | 100% | 100% |
| Energia Fotovoltaica 14 Soc. Agr. A r.l. | Italy | Solar power plant | 100% | 100% |
| Energia Fotovoltaica 25 Soc. Agr. A r.l. | Italy | Solar power plant | 100% | 100% |
The combined book value of equity in the SPVs acquired as of 30 June 2014 was EUR 14.3 million, resulting in an excess value before purchase price allocation (PPA) of EUR 6.4 million (EUR 20.7 million purchase price ÷ EUR 14.3 million equity). 1
The purchase price allocation was EUR 9.3m for property, plant and equipment, since the solar power plants are the main source of value for the target companies. The deferred tax liability associated with the excess value allocated to property, plant and equipment equals EUR 2.9m, based on a nominal Italian corporate tax rate of 31.4% of the total allocated amount.
The total SPV quota price shall be paid to the Seller in two instalments and the second instalment is originally due on 22 December 2014. This second instalment has been postponed until no later than 30 June 2015 based on a "stand still" agreement between EAM and the Seller. See separate description of this agreement in note 15.
The first is an earn-in/earn-out agreement. If the adjusted power production performance of the power plants in 2014 are higher or lower than the normalized expected production, the Seller may receive an additional payment of up to maximum EUR 2.7m, or the purchase price may be reduced by maximum EUR 2.7m. Based on the performance at the end of the reporting period given the irradiation in the same period, the Company expects to receive full earn-in.
The second relates to possible changes in the payment structure of the feed in tariff (FIT) contracts or an additional taxation of Solar Power Plants, as officially proposed by the government in Italy on 25 June 2014.
1 (The transaction took place on the 15th of July, but the company has chosen to use the figures as 30 June since these figures are considered not to materially differ from those of the actual transaction date.)
During the third quarter the proposed amendments were ratified and implemented as law in Italy. Based on this the Company has calculated the effect, and the purchase price is reduced with EUR 3.7m.
| Consideration | EUR |
|---|---|
| Cash | 22 055 850 |
| Deferred payment quota price | 5 046 832 |
| Contingent consideration earn-in | -2 697 399 |
| Contingent consideration FIT change in law | -3 740 000 |
| Total consideration transferred | 20 665 283 |
| Recognised amounts of identifiable assets acquired and liabilities assumed |
EUR | |
|---|---|---|
| Property, plant and equipment | 55 287 184 | |
| Addition to property, plant and equipment | 9 257 090 | |
| Other non-current assets | 3 343 133 | |
| Current assets | 12 997 548 | |
| Change in deferred tax liability | -2 906 726 | |
| Other non current liabilities | -42 641 526 | |
| Current liabilities | -14 671 419 | |
| Total identifiable net assets at fair value | 20 665 283 | |
| Goodwill | 0 | |
| Total net assets at fair value | 20 665 283 |
The revenue included in the consolidated statement of comprehensive income since 15 July 2014 contributed by the new SPVs was EUR 2.8m. The new SPVs also contributed profit of EUR 0.8m over the same period.
The fair value of the receivables acquired is EUR 4.3m, which is equal to the gross contractual amounts receivable. Given that the counterpart is the Italian state represented by GSE, the Company expects to collect all receivables outstanding.
The Company has agreed to, and implemented a 6 months Standstill Agreement in conjunction with the P31 portfolio acquisition. EAM and Aveleos, the seller of the P31 portfolio which is a joint venture between Enovos Luxembourg SA (59% ownership) and Avelar Energy Ltd (41% ownership), have agreed to jointly clarify all relevant facts related to the power plants and the viability of the FIT contracts that has been affected by the preliminary investigations conducted by the public Prosecutor in Milan. Furthermore, EAM receives cash securing liquidity for operating the affected power plants and SPV's in a normal manner. Based on the standstill agreement EAM has lifted the injunction as described in the stock exchange notice of 4 September.
The standstill agreement does not construe that either party waive any rights as regulated by the share purchase agreement, and all actions regulated by the share purchase agreement is suspended until the end of the standstill agreement period.
Last week EAM filed a petition to the administrative court in Rome in order to have the suspension of the payment of the feed in tariffs lifted. The filing of the petition is conducted following the preliminary results of the forensic fact finding work currently conducted by EAM. The administrative court in Rome is expected to conduct its court hearing on this matter on 30 October. The administrative court may conduct a verdict in this matter two weeks after the hearing.
EAM Solar ASA Dronningen 1 NO-0287 Oslo NORWAY
Phone: +47 – 9161 1009 E-mail: [email protected]
www.eamsolar.no
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