Quarterly Report • Feb 25, 2015
Quarterly Report
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| HIGHLIGHTS IN THE FOURTH QUARTER 2014 |
3 |
|---|---|
| KEY FIGURES |
3 |
| INTERIM REPORT FOURTH QUARTER 2014 | 4 |
| OPERATIONAL REVIEW AND OUTLOOK |
4 |
| MARKET PRICE DEVELOPMENT |
4 |
| P31 PORTFOLIO |
4 |
| DIVIDENDS |
5 |
| DEBT FINANCING | 5 |
| REVENUE RECOGNITION AND ASSET VALUES |
5 |
| IMPAIRMENT |
5 |
| GOING CONCERN | 5 |
| SUBSEQUENT EVENTS | 6 |
| FINANCIAL REVIEW |
7 |
| INCOME STATEMENT | 7 |
| CASH FLOW AND BALANCE SHEET STATEMENTS | 7 |
| CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION |
8 |
| INTERIM CONDENSED STATEMENT OF COMPREHENSIVE INCOME |
8 |
| CONSOLIDATED CONDENSED STATEMENT OF FINANCIAL POSITION | 9 |
| CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN EQUITY |
10 |
| CONSOLIDATED CONDENSED CASH FLOW STATEMENT |
10 |
| NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
11 |
| Note 1 - Basis of preparation |
11 |
| Note 2 – Currency exposure |
12 |
| Note 3 - Tax |
12 |
| Note 4 – Acquisition accounting and impairment test |
12 |
| Note 5 - List of subsidiaries |
13 |
| Note 6 - Segment information |
13 |
| Note 7 - Transactions with related parties |
13 |
| Note 8 – Information on major customers |
14 |
| Note 9 – Property, plant and equipment |
14 |
| Note 10 - Cash and cash equivalents |
14 |
| Note 11 – Detailed operational cost overview |
15 |
| Note 12 – Quarterly P&L overview 2012 - 2014 |
15 |
| Note 13 – Power production |
16 |
| Note 14 – Acquisitions |
16 |
| Note 15– Going concern |
17 |
| Note 16 – Financial liabilities |
17 |
| Note 17 – Pro-forma accounts |
17 |
| Note 18 – Events after the interim period |
17 |
| Provisional unaudited |
Unaudited | Provisional unaudited |
Audited | Audited | |
|---|---|---|---|---|---|
| (EUR 000') | Q4 2014 | Q4 2013 | 2014 | 2013 | 2012 |
| Revenues | 3 006 | 497 | 8 926 | 3 110 | 3 106 |
| Cost of operations | -440 | -128 | -1 126 | -360 | -259 |
| Sales, general and administration expenses | -1 849 | -332 | -3 129 | -1 021 | -1 133 |
| Acquisition and transaction costs | -912 | 5 | -2 044 | -512 | -908 |
| EBITDA | -195 | 42 | 2 627 | 1 216 | 806 |
| Depreciation, amortizations and write downs | -1 221 | -358 | -3 054 | -1 240 | -1 036 |
| Gain on bargain purchase | 0 | -187 | 0 | 2 244 | 2 668 |
| EBIT | -1 416 | -503 | -427 | 2 220 | 2 438 |
| Net financial items | 2 120 | 749 | 268 | 2 538 | -1 848 |
| Profit before tax | 704 | 247 | -159 | 4 758 | 590 |
| Income tax gain/(expense ) | 459 | 0 | 334 | -106 | -61 |
| Net income | 1 163 | 246 | 175 | 4 652 | 529 |
| Earnings per share (fully diluted): | 0,23 | 0,11 | 0,03 | 2,01 | 0,44 |
| Distribution to shareholders per share | 0,36 | 0,00 | 0,36 | 0,60 | 0,00 |
| Dividend yield | 3,6 % | 0,0 % | 3,6 % | 6,0 % | 0,0 % |
| Million no. of shares (fully diluted) | 5,07 | 2,32 | 5,07 | 2,32 | 1,20 |
| EBITDA adjusted | 717 | 37 | 4 671 | 1 729 | 1 714 |
| EBIT adjusted | -504 | -321 | 1 617 | 489 | 678 |
| Net income adjusted | -1 014 | 1 606 | 2 150 | 252 | -424 |
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 6,3 GWh was 3% above normal level due to good solar irradiation conditions in the quarter. The total reported production for 2014 was 22,8 GWh, about 2% below normal production for the period.
Around 13% of the total revenue in the fourth quarter of 2014 came from variable market contracts (RiD).
In the fourth quarter the price has increased and reached an average of EUR 65 per MWh. The market price in 2014 has on average been EUR 52 per MWh. In 2011 and 2012 the wholesale market price of electricity in Italy was between EUR 75 to 85 per MWh, in 2013 it was between EUR 55 to 65 per MWh.
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. On 25 July 2014 EAM discovered that 17 of the 21 purchased solar power plants changed its status in the GSE portal from active to suspended. The suspension notice from GSE refers to a preliminary investigation conducted by the prosecutor's office in Milan.
EAM Solar ASA entered into a 6 months standstill agreement on 11 October 2014, with Aveleos SA.
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 received cash supporting liquidity for operation of the affected power plants and the SPVs in a normal manner. Based on the standstill agreement EAM has lifted the injunction as described in the stock exchange notice of 4 September 2014.
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.
EAM is waiting for the preliminary investigation of the prosecutor's office in Milan to be concluded. The outcome of the investigation will determine future legal processes of P31.
On 31 October 2014 GSE unilaterally notified that they would cancel the RID agreements from 1 January 2015, for all plants where the RID was formerly suspended. EAM has therefore entered into PPAs with a new third party from 1 January 2015.
Aion Renewables SpA (formerly known as Kerself SpA) was the responsible EPC, (Engineering, Procurement and Construction) building all the P31 power plants purchased by EAM. Aion was declared bankrupt in March 2013. The court of Reggio Emilia has granted EAM access to documentation possessed by the bankruptcy manager related to the construction of the plants. At first EAM was denied this access.
EAM has decided not to pay interest or instalments on the leasing and project financing related to the SPVs ESGI, ESGP and ESSP. Instead EAM has decided to use the free cash flow to maintain the assets by covering costs for O&M (Operation and Maintenance), security and utilities. Since the absent of payment on the financing can be seen as a breach of the payment terms, the relevant financing has been reclassified to current debt.
EAM will pay no dividend in conjunction with the fourth quarter.
The market for non-recourse project financing to renewable energy in Italy has been inactive the last years.
A leading Italian finance institute has conducted a full evaluation of EAM 1, EAM 2 and EAM 3, including a third party due diligence, and proceeded into the following non-binding offer:
However, during the final legal risk assessment, the P31 portfolio's legal situation has temporarily impeded the issuing of the binding offer. The bank remains available to revaluate once the portfolio's legal issues are resolved unequivocally.
EAM has utilized 100% of the credit facility provided by Sundt AS of approx. EUR 7.2m, and the facility has been extended two times, each time at a cost of approx. 1% of outstanding amount. The facility's current termination date is 27 March 2015, and Sundt and EAM are in a constructive dialogue to make the facility a longer term financing.
EAM overall targets gearing level of approximately 60% to 65% debt level.
In the fourth quarter report EAM has recognised full revenues for the suspended plants, and thereby accumulated a substantial receivable towards GSE. The normal procedure of reporting the production in the GSE portal has not been available for the suspended plants. Therefore, EAM has after the end of 2014 sent production reports and requested corresponding amounts to be paid from the date of suspension. The communication is done directly to the GSE using registered email.
At the time of reporting there is material uncertainty regarding the recognition of revenues and subsequently value of the receivable. This uncertainty is mainly relating to:
Following this uncertainty the board of EAM has requested the auditor to issue a qualified opinion.
An impairment test of all power plants owned by EAM has been made and the conclusion has been not to do any impairment in the official accounts. This is due to the fact that the company has not been given any evidence to support that criminal activities has been exercised on the plants acquired by EAM. This does not exclude that such evidence can be provided in the near future. There is considerable uncertainty regarding the valuation of the plants. See note 4 for more details.
These financial statements have been prepared under the assumption of going concern. Due to the investigation of the P31 power plants, there is uncertainty regarding the recognition of revenue, the value of receivables and property plant and equipment.
The assumption of going concern is based on an estimation that free cash flow from the power plants not affected is enough to cover running costs for those plants. See note 15 for details.
New information that might be made available in the near future can make it necessary to change the assumption of going concern.
In October 2014, EAM started a legal process claiming that GSE had not followed correct procedures when suspending the FIT and RID contracts, mainly because they did not supply any documentation of breach of the contracts. On the 28 January 2015, the Council of State in Italy ruled in favour of EAM.
The consequence of this outcome is that there will be a new hearing in the administrative court where GSE has to present documentation for their suspension, and the court shall rule on the merits of the presented documentation.
Due to GSE's termination of the RID contracts for the suspended plants, EAM has entered into new PPA's for these plants valid from 1 January 2015.
The full year 2014 accounts include the P31 portfolio from 30 June 2014.
Fourth quarter revenues came in at EUR 3,0m and 2014 revenues came in at EUR 8,9m.
Achieved average electricity price for the quarter was EUR 389 per MWh against EUR 379 per MWh in the third quarter.
Cost of operations for the full year came in at EUR 439k, an increase of EUR 311k compared with the same period in 2013, mainly driven by the increased scope of operations.
SG&A costs came in at EUR 1,8m for the quarter against EUR 0,3m in 2013, because of the increased scope of operations.
Acquisition and financing costs in the period amounted to EUR 0,9m.
The full year 2014 EBITDA came in at EUR 2,6m, 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 4,6m.
The full year EBITDA contribution from the P31 companies has been EUR 8,1m, 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 NOK against the EURO in the fourth quarter resulted in a preliminary net agio of approximately EUR 3m for the quarter and EUR 2m in 2014.
The result for the fourth quarter was an income of EUR 1,2m and adjusted for acquisition costs and non-cash currency gain a loss of EUR 1,0m in the quarter.
Cash flow from operations for the full year 2014 came in at negative EUR 3.8m.
Investment of EUR 24,4m is related to the P31 acquisition.
Cash flow from financing was in total EUR 31,4m of which the net proceeds from the private placement in January was EUR 25,1m, dividend payment of EUR 1,9m, P31 acquisition financing of EUR 8,1m and a EUR 2,5 loan from Aveleos under the standstill.
Restricted and unrestricted cash by the end of the quarter was EUR 8,4m.
Total assets at the end of the period are EUR 108,0m, with an equity ratio of 48%. Net working capital (excluding cash) was EUR 11.5m at end of December.
Oslo 25 February 2015
Executive Director CEO
Marthe Hoff Ragnhild Wiborg Pål Hvammen Director Chair Director
Viktor E Jakobsen Audun Wickstrand Iversen
| Provisional unaudited |
Unaudited | Provisional unaudited |
Audited | Audited | ||
|---|---|---|---|---|---|---|
| (EUR) | Note | Q4 2014 | Q4 2013 | 2014 | 2013 | 2012 |
| Revenues | 1,2,8,13 | 3 006 396 | 497 105 | 8 925 907 | 3 109 548 | 3 106 472 |
| Cost of operations | 12 | -439 647 | -127 937 | -1 125 970 | -360 210 | -259 260 |
| Sales, general and administration expenses | 12 | -1 849 347 | -331 739 | -3 128 671 | -1 020 720 | -1 133 138 |
| Acquisition and transaction costs | 12 | -912 174 | 5 042 | -2 043 888 | -512 385 | -907 671 |
| EBITDA | -194 772 | 42 472 | 2 627 378 | 1 216 233 | 806 403 | |
| Depreciation, amortizations and write downs | 9 | -1 221 491 | -358 159 | -3 054 485 | -1 240 020 | -1 036 269 |
| Gain on bargain purchase | 0 | -186 822 | 0 | 2 243 510 | 2 668 237 | |
| EBIT | -1 416 263 | -502 510 | -427 107 | 2 219 723 | 2 438 371 | |
| Finance income | 3 167 197 | 755 230 | 4 636 971 | 2 753 421 | 4 711 | |
| Finance costs | -1 047 376 | -6 176 | -4 368 830 | -215 308 | -1 853 042 | |
| Profit before tax | 703 558 | 246 544 | -158 967 | 4 757 837 | 590 040 | |
| Income tax gain/(expense) | 458 982 | -443 | 334 190 | -106 093 | -61 171 | |
| Profit after tax | 1 162 540 | 246 101 | 175 224 | 4 651 744 | 528 869 | |
| Other comprehensive income Translation differences |
-412 651 | -1 177 701 | -412 651 | -3 138 155 | 812 044 | |
| Cash flow hedges | -927 269 | 0 | -927 269 | 0 | 0 | |
| Other comprehensive income net of tax | -1 339 920 | -1 177 701 | -1 339 920 | -3 138 155 | 812 044 | |
| Total comprehensive income | -177 380 | -931 600 | -1 164 696 | 1 513 589 | 1 340 913 | |
| Profit for the year attributable to: | ||||||
| Equity holders of the parent company | 1 162 540 | 246 101 | 175 224 | 4 651 744 | 528 869 | |
| Non-controlling interests | 0 | 0 | 0 | 0 | 0 | |
| Equity holders of the parent company | 1 162 540 | 246 101 | 175 224 | 4 651 744 | 528 869 | |
| Total comprehensive income attributable to: Equity holders of the parent company |
-177 380 | -931 600 | -1 164 696 | 1 513 589 | 1 340 913 | |
| Non-controlling interests | 0 | 0 | 0 | 0 | 0 | |
| Equity holders of the parent company | -177 380 | -931 600 | -1 164 696 | 1 513 589 | 1 340 913 | |
| Earnings per share: | ||||||
| Continued operation | ||||||
| - Basic - Diluted |
0,23 | 0,11 | 0,04 | 2,26 | 0,44 | |
| 0,23 | 0,11 | 0,04 | 2,01 | 0,44 |
The interim financial statement information has not been subject to audit or review. Diluted number of shares at the end of the fourth quarter 2014 is 5,070,000.
| Provisional unaudited |
Audited | Audited | ||
|---|---|---|---|---|
| (EUR) | Note | 2014 | 2013 | 2012 |
| ASSETS | ||||
| Property, plant and equipment | 4,9 | 82 595 758 | 23 721 735 | 19 533 095 |
| Other long term assets | 6 239 691 | 422 867 | 338 210 | |
| Non-current assets | 88 835 449 | 24 144 602 | 19 871 305 | |
| Receivables | 10 753 724 | 802 046 | 950 882 | |
| Other current assets | 398 794 | 77 723 | 598 551 | |
| Cash and short term deposits Current assets |
10 | 8 415 004 19 567 522 |
4 861 406 5 741 174 |
713 730 2 263 163 |
| TOTAL ASSETS | 108 402 971 | 29 885 776 | 22 134 468 | |
| EQUITY AND LIABILITIES | ||||
| Issued capital | 6 152 669 | 2 932 561 | 1 523 423 | |
| Share premium | 22 444 156 | 2 683 821 | 13 400 695 | |
| Paid in capital | 28 596 825 | 5 616 382 | 14 924 118 | |
| Other components of equity | -3 479 705 | -2 089 997 | 1 048 158 | |
| Other equity | 26 433 232 | 25 797 776 | -455 720 | |
| Other equity | 22 953 527 | 23 707 779 | 592 438 | |
| Total equity | 51 550 353 | 29 324 160 | 15 516 556 | |
| Leasing | 16 | 6 417 275 | 0 | 0 |
| Non-recourse debt | 0 | 0 | 0 | |
| Other long term debt | 0 | 0 | 0 | |
| Total non-current liabilities | 6 417 275 | 0 | 0 | |
| Trade payables | 1 228 498 | 167 772 | 1 004 610 | |
| Tax liabilities | 1 863 093 | 174 311 | 164 106 | |
| Short term financing - interest bearing | 16 | 42 426 686 | 0 | 5 420 265 |
| Other current liabilities | 16 | 4 917 066 | 219 533 | 28 931 |
| Total current liabilities | 50 435 343 | 561 616 | 6 617 912 | |
| Total liabilities | 56 852 618 | 561 616 | 6 617 912 | |
| TOTAL EQUITY AND LIABILITIES | 108 402 971 | 29 885 776 | 22 134 468 |
Board of Directors
| Share | Share premium |
Other | Foreign Currency translation |
Cash flow hedge |
||
|---|---|---|---|---|---|---|
| (EUR) | capital | fund | equity | reserve | 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 at 31 December 2013 | 2 859 256 | 478 016 | 28 126 674 | -2 139 785 | 0 | 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 | 175 224 | 175 224 | ||||
| Other comprehensive income | -412 651 | -927 269 | -1 339 920 | |||
| Equity as at 31 December 2014 | 6 152 669 | 22 444 156 | 26 433 232 | -2 552 436 | -927 269 | 51 550 353 |
| Provisional unaudited |
Audited | Audited | ||
|---|---|---|---|---|
| (EUR) | Note | 2014 | 2013 | 2012 |
| Ordinary profit before tax | -158 967 | 4 757 837 | 590 040 | |
| Paid income taxes | 0 | 0 | -727 658 | |
| Depreciation | 3 054 485 | 1 240 020 | 1 036 269 | |
| Gain on bargain purchase | 0 | -2 243 510 | -2 668 237 | |
| Changes in trade receivables and trade payable | -8 890 952 | -761 292 | 130 944 | |
| Changes in other accruals | 2 171 948 | -1 725 101 | -390 824 | |
| Cash flow from operations | -3 823 486 | 1 267 955 | -2 029 466 | |
| Purchase of property, plant and equipment | 0 | 0 | -73 685 | |
| Acquisition of subsidiary, net of cash acquired | -24 477 899 | -3 368 989 | -11 696 898 | |
| Cash flow from investments | -24 477 899 | -3 368 989 | -11 770 583 | |
| Proceeds from issue of share capital | 25 259 554 | 13 828 508 | 0 | |
| Dividends or shareholder distributions | -1 868 665 | 0 | 0 | |
| Proceeds from new loans | 10 080 175 | -5 420 265 | 6 106 249 | |
| Repayment of loans | -2 028 732 | -1 484 705 | -685 984 | |
| Cash flow from financing | 31 442 332 | 6 923 538 | 5 420 265 | |
| Cash at beginning of period | 4 861 406 | 713 730 | 8 000 351 | |
| Net currency translation effect | 412 651 | -674 828 | 1 093 163 | |
| Net increase/(decrease) in cash and cash equivalents | 3 140 947 | 4 822 504 | -7 286 621 | |
| Cash at end of period | 8 415 004 | 4 861 406 | 713 730 |
EUR 6,4m is restricted at the end of 2014. See Note 10 for further detail.
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. 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 and own employees.
This interim condensed consolidated financial statement for the fourth 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 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 fourth quarter (including the newly acquired companies) is 49%.
In Italy the main incentive program expired in 2013, which has reduce the volume of new built solar power plant. 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 abundant, especially in Italy, with a steady availability of projects that have been in operation for 3 – 4 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.
The Italian government made a retroactive cut of the Feed in-Tariff (FIT) during the 3rd quarter of 2014. The photovoltaic power plant owners could 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, a flat 8% annual reduction in the FIT, or a reduction in FIT the next 5 years for about 16% and increase in the FIT from the 12th year of operation. The board of EAM Solar ASA has selected the 8% flat reduction of FIT on all plants currently owned.
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.
Under normal circumstances the risk for losses is considered to be low, as the counterparts 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.
With the current situation for EAM in Italy where the state has suspended the FIT and the RID payments as a result of an on going criminal investigation against persons representing the seller of the P31 portfolio, the Company has evaluated if there is grounds for writing down the value of the receivables. No such write down has been conducted based on the fact that the company has not been given any evidence to support that criminal activities have been exercised on the plants acquired by EAM. That does not exclude that such evidence can be provided in the near future or that the Company obtains information that makes a write down necessary. There is considerable uncertainty whether the Company will receive payment of the receivables presented in the balance sheet.
Most of EAM's activity is in EUR. Some of the cost base and financing is in NOK and the functional currency for the parent company is NOK.
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 (SPPs). 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.
During the annual impairment test, EAM has identified indicators for impairment as described in IAS 36. We have therefore done a full impairment test of all solar power plants owned by EAM.
We would like to point out that the assumptions in the impairment test are made to indicate scenarios that management find explanatory at the reporting date. Actual outcome might be materially different, due to, but not limited to the inherent risk in the on-going legal processes.
The impairment test has been conducted under the assumption that all FIT for the P31 plants are reinstated and paid out, also the outstanding amounts for 2014. Based on this assumption it will not necessitate any adjustments to the book value of the power plants.
The impairment test does not evidence the need to conduct write down of the assets. That does not exclude that such evidence can be provided in the near future or that the Company obtains information that makes a write down necessary. There is considerable uncertainty whether the Company can maintain the asset values of the solar power plants presented in the balance sheet.
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. | 2014 | 2013 |
|---|---|---|
| Revenues from external customers | 899 201 | 957 440 |
| EBITDA | 604 362 | 581 294 |
| EBIT | 218 299 | 19 530 |
| Investments | 0 | 0 |
| Non-current assets | 5 730 355 | 6 138 187 |
| EAM Solar Italy 2 s.r.l. | 2014 | 2013 |
| Revenues from external customers | 1 955 843 | 2 047 522 |
| EBITDA | 1 389 936 | 1 265 556 |
| EBIT | 603 171 | 478 791 |
| Investments | 0 | 0 |
| Non-current assets | 11 856 631 | 12 640 276 |
| EAM Solar Italy 3 s.r.l. | 2014 | 2013 |
| Revenues from external customers | 820 166 | 104 586 |
| EBITDA | 493 399 | -81 700 |
| EBIT | 220 385 | 2 094 618 |
| Investments | 0 | 5 428 659 |
| Non-current assets | 5 197 344 | 5 399 659 |
| P21 | 2014* | 2013 |
| Revenues from external customers | 5 242 034 | 0 |
| EBITDA | 4 018 727 | 0 |
| EBIT | 2 410 084 | 0 |
| Investments | 0 | 0 |
| Non-current assets | 66 084 775 | 0 |
| Other & eliminations | 2014 | 2013 |
| Revenues from external customers | 8 663 | 0 |
| EBITDA | -3 879 046 | -548 916 |
| EBIT | -3 879 046 | -548 916 |
| Investments | 0 | 0 |
| Non-current assets | -33 656 | -33 520 |
| Total | 2014 | 2013 |
| Revenues from external customers | 8 925 907 | 3 109 548 |
| EBITDA | 2 627 378 | 1 216 234 |
| EBIT | -427 107 | 2 044 023 |
| Investments | 0 | 5 428 659 |
Non-current assets consist of the solar power plants in Italy, land, deferred tax asset and capitalized acquisition costs.
In the fourth 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. For further information about the credit facility see Note – 15.
Of the groups' revenues of EUR 5,9m in 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.
Note 10 - Cash and cash equivalents
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 | 23 721 735 |
| Additions | 61 928 508 |
| Depreciation | -3 054 485 |
| Carrying value 31 December 2014 | 82 595 758 |
| 2013 | Power plants |
| Carrying value 1 January 2013 | 19 533 095 |
| Additions | 5 428 660 |
| Depreciation | -1 240 020 |
| Carrying value 31 December 2013 | 23 721 735 |
| 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 | Q4 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 | 585 396 |
| 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 | 1 480 609 |
| Restricted cash Italy | 260 910 | 260 910 | 260 885 | 250 208 | 250 208 | 250 208 | 250 208 | 250 208 | 9 373 462 | 6 348 999 |
| 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 | 8 415 004 |
The group has no unused credit facilities at the end of 2014. The restricted cash is partly tied up in debt service reserve accounts related to the debt financing of the power plants, but also funds that have been seized in conjunction with the preliminary investigations conducted by the Public Prosecutor in Milan.
The financing institutions have not paid out the last tranche, in total EUR 2.6m, of the lending agreement. Because the final acceptance test have not been delivered.
In the third quarter this amount was accounted as cash, and the accounted financial liability also included the last unreleased tranche. However, since the relevant financing now can be viewed as breached, it is deemed unlikely that the last tranche will be released. In the fourth quarter report the receivable towards the bank and the liability due to the last tranche have been netted.
| (EUR) | EAM Solar ASA Group EAM Solar Italy 1 EAM Solar Italy 2 EAM Solar Italy 3 | P21 | Other & Eliminations |
|||
|---|---|---|---|---|---|---|
| Revenues | 8 925 907 | 899 201 | 1 955 843 | 820 166 | 5 242 034 | 8 663 |
| Cost of operations | -1 125 970 | -124 495 | -273 413 | -123 840 | -592 647 | -11 575 |
| Land rent | -224 486 | -35 623 | -74 845 | 0 | -114 017 | 0 |
| Insurance | -165 644 | -17 594 | -63 146 | -14 710 | -59 077 | -11 116 |
| Operation & Maintenance | -543 100 | -64 148 | -120 354 | -92 921 | -265 676 | 0 |
| Other operations costs | -192 741 | -7 129 | -15 068 | -16 209 | -153 877 | -458 |
| Sales, General & Administration | -3 128 671 | -173 773 | -289 438 | -207 795 | -527 909 | -1 929 756 |
| Commercial management | -50 431 | -25 281 | -25 150 | 0 | 0 | 0 |
| Accounting, audit & legal fees | -318 401 | -25 139 | -21 536 | -26 924 | -129 137 | -115 665 |
| IMU tax | -413 949 | -35 876 | -64 364 | -54 094 | -259 615 | 0 |
| EAM SPM direct costs | -1 364 680 | -78 284 | -161 877 | -98 282 | -84 253 | -941 985 |
| EAM SPM management service contract* | -530 004 | 0 | 0 | 0 | 0 | -530 004 |
| Other administrative costs | -451 206 | -9 193 | -16 511 | -28 495 | -54 906 | -342 102 |
| Acquisition & financing cost | -2 043 888 | 3 429 | -3 056 | 4 868 | -102 750 | -1 946 379 |
| Acquisition transaction costs | -794 654 | 0 | 0 | 0 | 0 | -794 654 |
| Funding & IPO costs | -1 151 725 | 0 | 0 | 0 | 0 | -1 151 725 |
| Other non-recurring items | -97 509 | 3 429 | -3 056 | 4 868 | -102 750 | 0 |
| EBITDA | 2 627 378 | 604 362 | 1 389 936 | 493 399 | 4 018 727 | -3 879 046 |
* This amount will first become payable upon a definite solution of outstanding issues on the P31 portfolio.
The costs under other & eliminations are costs of EUR 1,9m related to the due diligence and transaction costs of the P31 acquisition by EAM Solar Italy Holding Srl.
| (EURm) | Q1 2012 | Q2 2012 | Q3 2012 | Q4 2012 | Q1 2013 | Q2 2013 | Q3 2013 | Q4 2013 | Q1 2014 | Q2 2014 | Q3 2014 | Q4 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 | 11,691 | 6,375 |
| Revenues | 0,501 | 1,047 | 1,085 | 0,474 | 0,496 | 0,986 | 1,131 | 0,497 | 0,592 | 1,380 | 3,947 | 3,007 |
| Total operating costs | -0,550 | -0,789 | -0,448 | -0,516 | -0,689 | -0,318 | -0,431 | -0,455 | -0,934 | -0,912 | -1,251 | -3,201 |
| Operations costs | -0,061 | -0,080 | -0,064 | -0,061 | -0,081 | -0,083 | -0,068 | -0,128 | -0,116 | -0,204 | -0,366 | -0,440 |
| SG&A costs | -0,193 | -0,202 | -0,255 | -0,479 | -0,281 | -0,173 | -0,234 | -0,332 | -0,260 | -0,315 | -0,704 | -1,850 |
| A&T costs | -0,295 | -0,507 | -0,129 | 0,023 | -0,327 | -0,062 | -0,129 | 0,005 | -0,558 | -0,393 | -0,181 | -0,912 |
| EBITDA | -0,049 | 0,258 | 0,637 | -0,042 | -0,193 | 0,667 | 0,700 | 0,042 | -0,342 | 0,468 | 2,696 | -0,194 |
| EBITDA margin | -10% | 25% | 59% | -9% | -39% | 68% | 62% | 9% | -58% | 34% | 68% | -6% |
| Depreciation | -0,161 | -0,291 | -0,292 | -0,293 | -0,345 | -0,241 | -0,295 | -0,358 | -0,360 | -0,360 | -1,112 | -1,222 |
| Gain on bargain purchase | 2,668 | 0,000 | 0,000 | 0,000 | 0,000 | 0,000 | 2,422 | -0,179 | 0,000 | 0,000 | 0,000 | 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 | -1,417 |
| Financial income | 0,000 | 0,027 | 0,003 | 0,001 | 0,333 | 0,999 | 0,666 | 0,755 | 0,043 | 1,300 | 0,127 | 3,167 |
| Financial costs | -0,313 | -0,413 | -0,658 | -0,496 | -0,158 | -0,003 | -0,049 | -0,006 | -0,258 | -1,176 | -1,887 | -1,048 |
| 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 | 0,702 |
| Adjusted EBITDA | 0,246 | 0,765 | 0,766 | -0,066 | 0,134 | 0,729 | 0,828 | 0,037 | 0,216 | 0,861 | 2,877 | 0,717 |
EBITDA adjusted is adjusted for acquisition, transaction and funding costs.
The following power plants are included in the consolidated financial statements:
| Reported power production kWh | Q4 2014 Q3 2014* | Q2 2014 Q1 2014 | Q1 2013 Q2 2013 Q3 2013 Q4 2013 | Q1 2012 Q2 2012 Q3 2012 Q4 2012 FY2014 FY2013 FY2012 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| EAM Solar Italy 1 Srl | 334 | 710 | 796 | 367 | 352 | 785 | 862 | 315 | 600 | 811 | 873 | 286 | 2 207 | 2 315 | 2 571 |
| EAM Solar Italy 2 Srl | 693 | 1 502 | 1 605 | 749 | 750 | 1 550 | 1 798 | 707 | 576 | 1 673 | 1 701 | 645 | 4 548 | 4 806 | 4 595 |
| EAM Solar Italy 3 Srl | 271 | 602 | 881 | 405 | 0 | 0 | 32 | 287 | 0 | 0 | 0 | 0 | 2 160 | 637 | 0 |
| Energetic Source Green Power srl (ESGP) | 1703 | 2984 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 4 687 | 0 | 0 |
| Energetic Source Green Investments srl (ESGI) | 735 | 1 271 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 2 005 | 0 | 0 |
| Energetic Source Solar Production srl (ESSP) | 1161 | 2090 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 3 251 | 0 | 0 |
| Aveleos Green Investment srl (AGI) | 241 | 417 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 659 | 0 | 0 |
| Ens Solar One srl (ENS1) | 743 | 1301 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 2 045 | 0 | 0 |
| Energia Fotovaltaica 14 Soc. Agr. a r.l. (ENFO14) | 248 | 396 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 645 | 0 | 0 |
| Energia Fotovaltaica 25 Soc. Agr. a r.l. (ENFO25) | 246 | 417 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 664 | 0 | 0 |
| Total | 6 375 | 11 691 | 3 283 | 1 521 0 | 1 102 | 2 335 | 2 692 | 1 310 0 | 1 176 | 2 484 | 2 574 | 931 22 869 | 7 758 | 7 166 |
(*) Production is based on historical average solar irradiation.
| Actual power production | Q4 2014 Q3 2014* | Q2 2014 Q1 2014 | Q1 2013 Q2 2013 Q3 2013 Q4 2013 | Q1 2012 Q2 2012 Q3 2012 Q4 2012 FY2014 FY2013 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Varmo | 334 | 710 | 796 | 367 | 352 | 785 | 862 | 315 | 600 | 811 | 873 | 286 | 2 207 | 2 315 |
| Codroipo | 693 | 1 502 | 1 605 | 749 | 750 | 1 550 | 1 798 | 707 | 1 218 | 1 673 | 1 701 | 645 | 4 548 | 4 806 |
| Momo | 127 | 214 | 451 | 198 | 0 | 0 | 460 | 287 | 0 | 0 | 0 | 0 | 990 | 747 |
| Caltignaga | 144 | 389 | 430 | 208 | 0 | 0 | 439 | 144 | 0 | 0 | 0 | 0 | 1 171 | 583 |
| Selvaggi | 245 | 431 | 420 | 277 | 199 | 436 | 457 | 255 | 0 | 0 | 0 | 0 | 1 373 | 1 347 |
| Di Mauro | 250 | 433 | 413 | 274 | 167 | 421 | 454 | 280 | 0 | 0 | 0 | 0 | 1 371 | 1 322 |
| Ninivaggi | 249 | 427 | 423 | 274 | 197 | 405 | 458 | 252 | 0 | 0 | 0 | 0 | 1 373 | 1 312 |
| Lomurno | 238 | 419 | 410 | 270 | 204 | 444 | 453 | 256 | 0 | 0 | 0 | 0 | 1 337 | 1 356 |
| Giordano D. | 243 | 434 | 419 | 280 | 197 | 420 | 445 | 267 | 0 | 0 | 0 | 0 | 1 376 | 1 330 |
| Gagnazzi | 242 | 423 | 412 | 276 | 201 | 452 | 458 | 264 | 0 | 0 | 0 | 0 | 1 353 | 1 374 |
| Gentile | 236 | 416 | 411 | 260 | 192 | 383 | 438 | 245 | 0 | 0 | 0 | 0 | 1 324 | 1 258 |
| Lorusso | 224 | 393 | 403 | 267 | 169 | 433 | 441 | 235 | 0 | 0 | 0 | 0 | 1 287 | 1 278 |
| Cirasole | 261 | 452 | 441 | 292 | 200 | 438 | 468 | 260 | 0 | 0 | 0 | 0 | 1 445 | 1 367 |
| Scaltrito | 250 | 426 | 405 | 278 | 199 | 428 | 459 | 249 | 0 | 0 | 0 | 0 | 1 359 | 1 335 |
| Pasculli | 252 | 441 | 412 | 283 | 272 | 464 | 417 | 242 | 0 | 0 | 0 | 0 | 1 388 | 1 395 |
| Pisicoli N. | 245 | 442 | 424 | 275 | 270 | 483 | 469 | 247 | 0 | 0 | 0 | 0 | 1 385 | 1 469 |
| Pisicoli T. | 241 | 433 | 414 | 272 | 244 | 397 | 441 | 245 | 0 | 0 | 0 | 0 | 1 359 | 1 327 |
| Marulli | 180 | 325 | 312 | 197 | 141 | 273 | 338 | 182 | 0 | 0 | 0 | 0 | 1 014 | 934 |
| Antonacci | 246 | 447 | 430 | 285 | 101 | 482 | 472 | 255 | 0 | 0 | 0 | 0 | 1 407 | 1 310 |
| Piangevino | 241 | 417 | 415 | 273 | 202 | 387 | 358 | 235 | 0 | 0 | 0 | 0 | 1 347 | 1 183 |
| Lorusso | 230 | 429 | 421 | 274 | 216 | 472 | 469 | 251 | 0 | 0 | 0 | 0 | 1 354 | 1 407 |
| Brundesini | 258 | 439 | 419 | 286 | 218 | 469 | 454 | 253 | 0 | 0 | 0 | 0 | 1 402 | 1 393 |
| Scardino | 253 | 436 | 426 | 286 | 204 | 428 | 440 | 280 | 0 | 0 | 0 | 0 | 1 400 | 1 352 |
| Enfo 14 | 248 | 396 | 415 | 280 | 205 | 418 | 424 | 265 | 0 | 0 | 0 | 0 | 1 339 | 1 313 |
| Enfo 25 | 246 | 417 | 413 | 267 | 195 | 430 | 456 | 258 | 0 | 0 | 0 | 0 | 1 343 | 1 339 |
| Total | 6 375 | 11 691 | 11 940 | 7 246 0 | 5 296 | 11 297 | 12 829 | 6 729 0 | 1 818 | 2 484 | 2 575 | 931 37 252 36 150 |
On the 15 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 the matters that have arisen there since with the ongoing criminal investigation, it is evident that the company will not carry through the purchase of the last SPV and the corresponding 10 power plants. The closing is therefor no longer a partial close but a definite close, 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% |
There are two contingent consideration arrangements:
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. 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.
In addition the company is preparing a claim notice to the seller on the misrepresentation conducted by them prior to the closing of the acquisition.
These financial statements have been prepared under the assumption of going concern. Due to the investigation of the P31 power plants, there is uncertainty regarding the recognition of revenue, the value of receivables and property plant and equipment. New information that can be made available in the near future can make it necessary to change assumption of going concern.
Normalized 2015 EBITDA for the non-suspended power plants are in the range between EUR 3-3,5m, which is expected to be sufficient to keep the non-suspended plants operational.
| Financial liabilities: | Financial liabilities at 31.12.2014 |
|---|---|
| Secured project financing | |
| Obligations under finance leases | 6 417 275 |
| Trade and other payables | 3 091 591 |
| Current interest bearing loans and borrowings | 9 834 828 |
| Current project finance | 9 640 209 |
| Current leasing | 22 951 649 |
| Other current loans | 4 917 066 |
| Total | 56 852 618 |
| Total current | 50 435 343 |
| Total non-current | 6 417 275 |
EAM has decided not to pay interest or instalments on the leasing and project financing related to the SPVs ESGI, ESGP and ESSP. Instead EAM has decided to use the free cash flow to maintain the assets by covering costs for O&M (Operation and Maintenance), security and utilities. Since the absent of payment on the financing can be seen as a breach of the payment terms, the relevant financing has been reclassified to current debt.
The financing institutions have not paid out the last tranche, in total EUR 2.6m, this amount have been netted in the fourth quarter, see Note 10 for further detail.
The unaudited pro forma condensed financial information has been prepared for illustrative purposes to show how the EAM Group financial statement might have been affected by achieving control of the P31 portfolio from 1 January 2014. Please not that the Pro-forma numbers are not made in compliance with IFRS and are only intended for illustrative purposes, and because of its nature, the pro-forma financial information addresses a hypothetical situation and, therefore, does not represent EAM's actual financial result.
| (EUR) 2014 |
|---|
| --------------- |
| Revenues | 14 219 332 |
|---|---|
| Cost of operations | -1 718 617 |
| Land rent | -338 503 |
| Insurance | -224 721 |
| Operation & Maintenance | -808 776 |
| Other operations costs | -346 617 |
| Sales, General & Administration | -3 572 328 |
| Commercial management | -50 431 |
| Accounting, audit & legal fees | -447 538 |
| IMU tax | -673 563 |
| EAM SPM direct costs | -1 364 684 |
| EAM SPM management service contract | -530 000 |
| Other administrative costs | -506 112 |
| Acquisition & financing cost | 0 |
| EBITDA | 8 928 387 |
| Depreciation, amortizations and write downs | -4 663 128 |
| EBIT | 4 265 259 |
| Net financial items | -1 034 087 |
| Profit before tax | 3 231 172 |
| Income tax gain/(expense ) | -1 017 819 |
| Net income | 2 213 353 |
Filing to the administrative court and Council of State
In December 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 was conducted following the preliminary results of the forensic fact finding work currently conducted by EAM. The administrative court in Rome did not rule in the Company's favour. The Company immediately appealed this decision to a higher court and received a ruling in its favour by the Council of State in January 2015. The he Council of State has accepted the appeal as it deems that the claim filed with the administrative court appears to be grounded.
There will be scheduled a new hearing in the administrative court where GSE must provide evidence and the administrative court resolve on the merits of the case, taking into consideration the ruling from the Council of State.
EAM Solar ASA Dronningen 1 NO-0287 Oslo NORWAY
Phone: +47 – 9161 1009 E-mail: [email protected]
www.eamsolar.no
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