Quarterly Report • May 23, 2017
Quarterly Report
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INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2017
| Highlights Q1 2017 |
3 |
|---|---|
| Main events 3 |
|
| Key figures3 | |
| Interim report |
4 |
| Operational review and outlook 4 |
|
| Subsequent events4 | |
| Financial review4 | |
| Consolidated interim financial information |
6 |
| Statement of comprehensive income 6 |
|
| Consolidated statement of financial position 7 |
|
| Consolidated statement of cash flow8 | |
| Consolidated statement of changes in equity9 | |
| Notes to the interim consolidated financial statements | 10 |
| Note 1: Basis for preparation10 | |
| Note 2: Significant accounting judgements 10 |
|
| Note 3: Currency exposure11 | |
| Note 4: Transactions with related parties 11 |
|
| Note 5: Segment information12 | |
| Note 6: Financial income and expenses12 | |
| Note 7: Cash and cash equivalents12 | |
| Note 8: Accounts receivables 12 |
|
| Note 9: Property, plant and equipment13 | |
| Note 10: Short- and long-term debt 13 |
|
| Note 11: List of subsidiaries 14 |
|
| Note 12: Operational costs break-down 2017 14 |
|
| Note 13: Events after the reporting date15 | |
| Power production |
16 |
3
positions of the three companies, Enovos, Avelar and Aveleos, as financially liable parties for the economic damages arising from the criminal offence of contractual fraud charged against the defendants Marco Giorgi and Igor Akhmerov.
| Unaudited | Unaudited | Audited | Audited | |
|---|---|---|---|---|
| EUR 000' | Q1 2017 | Q1 2016 | 2016 | 2015 |
| Revenues | 833 | 919 | 4 454 | 6 131 |
| Cost of operations | -124 | -452 | -1 122 | -1 606 |
| Sales, general and administration expenses | -285 | -481 | -2 003 | -3 113 |
| Acquisition and transaction costs | -381 | -567 | -12 149 | -20 361 |
| EBITDA | 42 | -581 | -10 820 | -18 949 |
| Depreciation, amortizations and write downs | -427 | -566 | -6 677 | -49 573 |
| EBIT | -385 | -1 147 | -17 497 | -68 522 |
| Net financial items | -69 | -1 579 | -2 580 | -1 508 |
| Profit before tax | -454 | -2 725 | -20 077 | -70 031 |
| Income tax gain/(expense ) | 10 | 88 | 66 | 167 |
| Net income | -444 | -2 637 | -20 011 | -69 864 |
| Earnings per share (fully diluted): | -0,09 | -0,52 | -3,95 | -13,78 |
| Distribution to shareholders per share | 0,00 | 0,00 | 0,00 | 0,00 |
| Dividend yield | 0,0 % | 0,0 % | 0,0 % | 0,0 % |
| Million no. of shares (fully diluted) | 5,07 | 5,07 | 5,07 | 5,07 |
| EBITDA adjusted | 423 | -14 | 1 329 | 1 412 |
Adjusted EBITDA are adjusted for non-recurring items related to the P31 acquisition and associated legal costs.
EAM Solar ASA ("EAM" or "the Company") is an investment company listed on the Oslo Stock Exchange under the ticker "EAM". The Company's primary 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 six power plants of which two power plants are located in the Friuli region in Northern Italy, and four power plants are located in the Puglia region in Southern Italy. Energeia Asset Management AS manages EAM under a long-term management agreement.
This interim report should be read in conjunction with the annual report for 2016, published on 29 April 2016, and the stock exchange notices in the reporting period.
EAM operated 6 remaining power plants in the 1st quarter. EAM's own operation and maintenance team conducted normal operational inspections and maintenance work during the 1st quarter.
The 6 power plants have a combined installed capacity of 8.6 MW with an average annual power production of 12.7 GWh (P50 production).
Power production in the 1st quarter amounted to 2,629 MWh, 10% above estimated production for the period.
FIT contract revenues in the 1st quarter amounted to EUR 696k, equivalent to an average FIT contract price of EUR 265 per MWh. 2 power plants in the north of Italy and 4 power plants in the south of Italy receives FIT contract revenues.
Market price revenues in the 1st quarter amounted to EUR 137k representing an average market price for electricity of EUR 52 per MWh. The average electricity market price achieved in the northern part of Italy was EUR 59 per MWh and in the southern part of Italy EUR 43 per MWh.
The average market price of electricity in Italy has increased over the past 12 months. The increase, especially in the north price zone is an effect of reduced import of electricity from France due to the reduced production of electricity from French nuclear power plants.
The P31 Acquisition has transformed EAM from an operational Solar PV YieldCo to a company were the future value is decided by the outcome of various legal actions and litigation procedures.
The criminal proceedings in Milan has continued with court hearings on 2 February 2017 and on 30 March 2017, where the Court again confirmed the positions of the three companies, Enovos, Avelar and Aveleos, as financially liable parties for the economic damages arising from the criminal offence of contractual fraud charged against the defendants Marco Giorgi and Igor Akhmerov.
Please also see the Annual Report 2016 for information on the legal processes.
EAM will pay no dividend in conjunction with the 1st quarter 2017.
None.
The financial review of the 1st quarter 2017 does not compare with the reported 1st quarter report of 2016 due to changes in the company structure as a consequence of the FIT termination decision by GSE, the subsequent ruling in the administrative court (TAR) validating GSE's termination and the consequential bankruptcy of the SPV's with terminated FIT contracts. The SPVs in bankruptcy has been derecognised from the Group accounts at the end of the 3rd quarter 2016.
1st quarter revenues came in at EUR 833.2k, of which EUR 696.4k came from FIT contracts and EUR 136.8k came from market sales of electricity.
The 1st quarter 2017 revenues represent approximately 20.6% of the expected annual revenues of EUR 4.032million based on the current corporate structure with 6 power plants in operations.
Cost of operations in the 1st quarter was EUR 124.5k.
SG&A costs in the 1st quarter were EUR 285.4k.
The legal costs for EAM is posted under the heading "Acquisition and financing costs". In the 1st quarter 2017 costs related to the legal costs in stemming from the P31 Acquisition were EUR 379.5k.
EBITDA in the 1st quarter came in at a loss of EUR 42.2k.
Depreciation in the 1st quarter was EUR 426.9k, resulting in an operating loss of EUR 384.7k.
Net financial items in the 1st quarter was negative with EUR 69.5k.
Pre-tax loss in the 1st quarter was EUR 454.2k.
Taxes in the 1st quarter amounted to a net tax revenue of EUR 10.3k on a group level.
Reported net loss for the Group was in the 1st quarter EUR 443.9 thousand.
Cash flow from operations for the year came in at EUR minus 113k. No investment or financing activities took place in the 1st quarter.
Restricted and unrestricted cash by the end of the quarter was EUR 1.5 million, of which EUR 53k remains seized by the Prosecutors Office in Milan in companies not affected by the criminal proceedings after a release of EUR 410k in the quarter.
Total assets at the end of the period amount to EUR 40.8 million, while book equity for the Group is EUR 13.6 million representing an equity ratio of 33.4% for the Group.
The parent company has a positive equity ratio of 72.5% at the end of the 1st quarter.
Oslo, 23 May 2017
Pål Hvammen Non-executive director
Erling Christiansen Non-executive director
Ragnhild M Wiborg Chair
Viktor E Jakobsen CEO
| Unaudited | Unaudited | Audited | ||
|---|---|---|---|---|
| EUR | Note | Q1 2017 | Q1 2016 | 2016 |
| Revenues | 5,12 | 833 199 | 919 057 | 4 453 648 |
| Cost of operations | 12 | -124 446 | -452 228 | -1 121 753 |
| Sales, general and administration expenses | 12 | -285 396 | -481 137 | -2 003 236 |
| Acquisition and transaction costs | 12 | -381 199 | -566 657 | -12 148 595 |
| EBITDA | 5 | 42 158 | -580 965 | -10 819 936 |
| Depreciation, amortizations and write downs | 9 | -426 944 | -565 678 | -6 677 455 |
| EBIT | 5 | -384 786 | -1 146 643 | -17 497 391 |
| Finance income | 6 | 231 047 | 63 366 | 1 222 427 |
| Finance costs | 6 | -300 506 | -1 642 160 | -3 801 978 |
| Profit before tax | -454 245 | -2 725 437 | -20 076 942 | |
| Income tax gain/(expense) | 10 343 | 88 487 | 65 788 | |
| Profit after tax | -443 902 | -2 636 950 | -20 011 154 | |
| Other comprehensive income | ||||
| Translation differences | -1 789 621 | -5 661 222 | 2 606 326 | |
| Cash flow hedges | 42 646 | -40 120 | -129 880 | |
| Other comprehensive income net of tax | -1 746 975 | -5 701 342 | 2 476 446 | |
| Total comprehensive income | -2 190 876 | -8 338 292 | -17 534 708 | |
| Profit for the year attributable to: | ||||
| Equity holders of the parent company | -443 902 | -2 636 950 | -20 011 154 | |
| Equity holders of the parent company | -443 902 | -2 636 950 | -20 011 154 | |
| Total comprehensive income attributable to: | ||||
| Equity holders of the parent company | -2 190 876 | -8 338 292 | -17 534 708 | |
| Equity holders of the parent company | -2 190 876 | -8 338 292 | -17 534 708 | |
| Earnings per share: | ||||
| Continued operation - Basic |
-0,09 | -0,52 | -3,95 | |
| - Diluted | -0,09 | -0,52 | -3,95 |
The interim financial statement information has not been subject to audit or review. Diluted number of shares at the end of the 1st quarter 2017 is 5,070,000.
| Unaudited | Audited | ||
|---|---|---|---|
| EUR | Note | Q1 2017 | 2016 |
| ASSETS | |||
| Property, plant and equipment | 9 | 22 650 637 | 23 077 581 |
| Deferred tax asset | 0 | 0 | |
| Intangible assets | 316 234 | 321 012 | |
| Other long term assets | 1 041 142 | 1 089 563 | |
| Non-current assets | 24 008 013 | 24 488 156 | |
| Receivables | 8 | 14 688 235 | 14 290 217 |
| Other current assets | 643 071 | 127 897 | |
| Cash and short term deposits | 7 | 1 454 260 | 1 568 193 |
| Current assets | 16 785 567 | 15 986 307 | |
| TOTAL ASSETS | 40 793 579 | 40 474 463 | |
| EQUITY AND LIABILITIES | |||
| Issued capital | 6 214 380 | 6 214 380 | |
| Share premium | 24 606 370 | 24 606 370 | |
| Paid in capital | 30 820 750 | 30 820 750 | |
| Translation differences | -8 052 977 | -6 263 356 | |
| Other equity | -9 155 417 | -8 754 163 | |
| Other equity | -17 208 394 | -15 017 519 | |
| Total equity | 13 612 356 | 15 803 231 | |
| Leasing | 10 | 5 761 831 | 5 838 488 |
| Long term loan - interest bearing | 10 | 7 362 713 | 7 370 641 |
| Other non current liabilities | 10 | 0 | 0 |
| Total non-current liabilities | 13 124 544 | 13 209 129 | |
| Trade payables | 10 | 5 078 075 | 2 552 747 |
| Tax liabilities | 10 | 863 714 | 829 367 |
| Short term financing - interest bearing | 10 | 0 | 0 |
| Other current liabilities | 10 | 8 114 890 | 8 079 989 |
| Total current liabilities | 14 056 679 | 11 462 103 | |
| Total liabilities | 27 181 223 | 24 671 232 | |
| TOTAL EQUITY AND LIABILITIES | 40 793 579 | 40 474 463 | |
Oslo, 23 May 2017
Pål Hvammen Non-executive director
Erling Christiansen Non-executive director
Ragnhild M Wiborg Chair
Viktor E Jakobsen CEO
| Unaudited | Unaudited | Audited | ||
|---|---|---|---|---|
| EUR | Note | Q1 2017 | Q1 2016 | 2016 |
| Cash flow from operating activities | ||||
| Ordinary profit before tax | -454 245 | -2 636 950 | -20 076 943 | |
| Loss on disposal of property, plant and equipment | 0 | 1 137 653 | ||
| Paid income taxes | ||||
| Depreciation | 9 | 426 944 | 565 678 | 1 891 558 |
| Write down of fixed assets | 9 | 0 | 4 785 897 | |
| Changes in trade receivables and trade payable | 8 | 2 725 746 | 4 709 772 | 6 918 120 |
| Changes in other accruals* | -2 812 381 | -2 548 764 | -5 839 666 | |
| Net cash flow from operating activities | -113 936 | 89 736 | -11 183 381 | |
| Cash flows from investing activities | ||||
| Acquisition of subsidiary net of cash acquired | -6 001 | |||
| Acquisition of property, plant and equipement | ||||
| Net cash flow used in investing activities | 0 | 0 | -6 001 | |
| Cash flows from financing activities | ||||
| Proceeds from sale of property, plant and equipment | 3 550 000 | |||
| Purchase of property, plant and equipment | ||||
| Proceeds from issue of share capital | ||||
| Dividends or shareholder distributions | ||||
| Proceeds from new loans | ||||
| Repayment of loans | -153 975 | -1 510 594 | ||
| Net cash flow from financing activities | 0 | -153 975 | 2 039 406 | |
| Cash and cash equivalents at beginning of period | 1 568 196 | 10 718 172 | 10 718 172 | |
| Net currency translation effect | 0 | |||
| Seizure of cash | 7 | 0 | ||
| Net increase/(decrease) in cash and cash equivalents | -113 936 | -64 239 | -9 149 976 | |
| Cash and cash equivalents at end of period | 1 454 260 | 10 653 933 | 1 568 196 |
| Share premium |
Cash flow hedge |
Currency translation |
||||
|---|---|---|---|---|---|---|
| EUR | Share capital | fund | Other equity | reserve | reserve | Total equity |
| Equity as at 1 January 2016 | 6 214 380 | 24 606 370 | -47 559 913 | -544 032 | -8 869 682 | -26 152 877 |
| Profit (loss) After tax | -20 011 154 | -20 011 154 | ||||
| Derecognition of SPVs in bankruptcy | 59 490 817 | 59 490 817 | ||||
| Other comprehensive income | -129 880 | 2 606 326 | 2 476 446 | |||
| Equity as at 31 December 2016 | 6 214 380 | 24 606 370 | -8 080 250 | -673 912 | -6 263 356 | 15 803 232 |
| Equity as at 1 January 2017 | 6 214 380 | 24 606 370 | -8 080 250 | -673 912 | -6 263 356 | 15 803 232 |
| Profit (loss) After tax | -443 902 | -443 902 | ||||
| Derecognition of SPVs in bankruptcy | 0 | |||||
| Other comprehensive income | 42 646 | -1 789 621 | -1 746 975 | |||
| Equity as at 31 March 2017 | 6 214 380 | 24 606 370 | -8 524 152 | -631 265 | -8 052 977 | 13 612 356 |
EAM is a public limited liability company, incorporated and domiciled in Norway, with registered office at Dronningen 1, NO-0287 Oslo, Norway. The Company was founded on 5 January 2011 and listed on the Oslo Stock Exchange under the ticker "EAM" in 2013.
The primary business activity of EAM is to own solar PV power plants and sell electricity produced under long-term contracts. EAM is structured to create a steady long-term dividend yield for its shareholders. Following the P31 Acquisition, the main value of EAM is dependant on the future outcome of litigation activities.
EAM currently owns 6 photovoltaic power plants and 4 subsidiaries in Italy. The Company has no employees.
Energeia Asset Management AS manages the Company under a long-term management agreement. EAM Solar Park Management AS, a subsidiary of Energeia Asset Management AS, conducts most of the day-to-day operational tasks with own employees and through the use of subcontractors.
This interim condensed consolidated financial statement for the first quarter 2017 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. The 1st quarter report should therefore be read in conjunction with the Group's Annual Report 2016 that was published on 29 April 2017.
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 the 31st of December 2016. Standards and interpretations as mentioned in the Group's Annual Report 2016 Note 1 and effective from 1 January 2017 did not have a significant impact on the Group's consolidated interim financial statements.
For one of the external financing contracts with floating interest there is an interest rate swaps for the full duration of the contact period and for the full amount.
Under normal circumstances the risk for losses is considered to be low, since the main commercial counterparty is GSE, owned by the Ministry of Finance in Italy. The Group has not made any set-off or other derivate agreements to reduce the credit risk in EAM
EAM Group's cash balance was EUR 1.5 million on 31 March 2017, of which EUR 53k are seized.
The subsidiaries affected by the criminal proceedings have gone into voluntary bankruptcy and has been derecognised from the Group accounts.
The main risk of operations in Italy is related to regulatory risk, whereby the contractual counterparty, the Government of Italy, has shown willingness to conduct unilateral and retroactive changes to the commercial electricity sales contracts and also to the operational regulatory regime governing the power plants in Italy.
In the process of applying the Group's accounting policies in according to IFRS, management has made several judgements and estimates. All estimates are assessed to the most probable outcome based on the management's best knowledge. Changes in key assumptions may have significant effect and may cause material adjustments to the carrying amounts of assets and liabilities, equity and the profit for the period. The Company's most important accounting estimates are the following items:
Given GSE's termination decision in the 4th quarter of 2015 followed by the ruling in the administrative court in June 2016, and the subsequent write-down of assets and accrual of possible claims and derecognition of companies in bankruptcy, the board and management considers continuously the Company's ability to operate as a going concern for the next 12 months. The going concern consideration is mainly related to the assessment of adequate liquidity to meet the Company's running operational financial obligations and legal costs.
Given the legal corporate status, having been identified as a victim of criminal contractual fraud by the Prosecutors Office of Milan and Criminal Court of Milan, resulting in significant legal and operational challenges, the board and management is continuously reviewing the situation.
It is the judgment by the board and management, all factors considered, that the Company has adequate liquidity for the next 12 months, consequently, that the foundation for "going concern" is present at the end of the 1st quarter 2017. See also the annual report 2015 published on 29 April 2017 for further background information.
Most of EAM 's economic activities (revenues and costs) are in EUR. Some of the cost base and financing are in NOK. The functional currency for the parent company is NOK.
Energeia Asset Management AS is the manager of EAM. Energeia Asset Management AS owns EAM Solar Park Management AS 100%. EAM Solar Park Management AS in Norway and Italy employs most of the personnel conducting the technical and administrative services for EAM.
Sundt AS, Canica AS and Pactum AS are large shareholders in EAM. They are also shareholders in Energeia Asset Management AS, but not involved in the day-to-day operations of Energeia Asset Management AS. They are represented with one director each on the board of directors of Energeia Asset Management AS. Certain key personnel managing the day-to-day operations of EAM are also investors in Energeia Asset Management AS.
All the transactions have been carried out as part of the ordinary operations and at arms -length prices.
According to the management agreement between the parties, EAM Solar Park Management AS charges the Group for direct costs without any profit margin related to the services provided. In addition to reimbursement of direct cost, EAM Solar Park Management AS shall receive 12.5% of the Groups pre-tax profit as a royalty. The royalty is based on the fact that EAM is developed, created and managed by Energeia Asset Management AS. The royalty structure aligns the interests between the Group and the manager.
In the 1st quarter 2017 EAM Solar Park Management AS' direct costs of the management of EAM was EUR 289.8k, of which EUR 30.2k is related to cost of operations, EUR 184.8k is related to SG&A and EUR 74.8k is cost related to legal and litigation work in conjunction with the P31 Acquisition fraud. No royalty was calculated in the quarter. The royalty payment has been waived until the legal situation of EAM has found its solution.
Invoices from EAM Solar Park Management AS to some Group subsidiaries has for a period remained unpaid, simultaneously EAM has funded EAM Solar Park Management AS with necessary liquidity on behalf of the subsidiaries creating a receivable. In order to settle outstanding amounts between the parties EAM Solar Park Management AS has in 2015 and 2016 assigned its position as creditor towards the subsidiaries of EAM to EAM and thereby settling the outstanding amount between EAM and EAM Solar Park Management AS, and EAM Solar Park Management AS and the subsidiaries of EAM.
EAM entered on 20 June 2014 into a short-term acquisition credit facility agreement of NOK 65 million with the largest shareholder in EAM, Sundt AS. The credit facility originally expired on 10 December 2014, but has been extended twice thereafter. In March 2015 the parties agreed to convert the short-term facility to a long-term facility with 15 years duration, carrying an all-inclusive interest of 10%. The lending facility is secured against EAM Solar Norway Holding AS and EAM Solar Italy Holding II Srl. The lender has given a waiver for payment of instalments and interest for the period from February to July 2017.
EAM owns and operates six solar PV power plants at the end of the 1st quarter 2017. Due to the criminal proceedings affecting 17 of the "P31 portfolio" power plants, that ultimately have lead to their bankruptcy, EAM derecognised the affected power plants and SPVs in 2016.
| EAM Solar Italy 1 s.r.l. | Q1 2017 | Q1 2016 |
|---|---|---|
| Revenues from external customers | 188 347 | 135 769 |
| EBITDA | 131 666 | 55 779 |
| EBIT | 35 028 | -40 737 |
| Non-current assets | 4 760 792 | 5 211 516 |
| EAM Solar Italy 2 s.r.l. | Q1 2017 | Q1 2016 |
| Revenues from external customers | 374 350 | 286 718 |
| EBITDA | 263 089 | 144 871 |
| EBIT | 66 190 | -51 821 |
| Non-current assets | 10 125 128 | 10 885 577 |
| EAM Solar Italy 3 s.r.l. * | Q1 2017 | Q1 2016 |
| Revenues from external customers | 0 | 114 093 |
| EBITDA | 0 | 28 476 |
| EBIT | 0 | -39 893 |
| Non-current assets | 0 | 4 877 163 |
| ENS1 & ENFO 25 | Q1 2017 | Q1 2016 |
| Revenues from external customers | 270 502 | 248 109 |
| EBITDA | 173 718 | 103 747 |
| EBIT | 40 311 | -29 682 |
| Non-current assets | 9 313 166 | 10 130 885 |
| SPV's in criminal proceedings** | Q1 2017 | Q1 2016 |
| Revenues from external customers | 0 | 134 369 |
| EBITDA | 0 | -720 161 |
| EBIT | 0 | -789 768 |
| Non-current assets | 0 | 4 870 133 |
| Other & eliminations | Q1 2017 | Q1 2016 |
| Revenues from external customers | 0 | 0 |
| EBITDA | -526 315 | -193 677 |
| EBIT | -526 315 | -194 742 |
| Non-current assets | -191 073 | -1 150 266 |
| Total | Q1 2017 | Q1 2016 |
| Revenues from external customers | 833 199 | 919 058 |
| EBITDA | 42 158 | -580 965 |
| EBIT | -384 786 | -1 146 643 |
| Non-current assets | 24 008 013 | 34 825 008 |
* Sold with financial takeover 1 June 2016
** Derecognised with effect from 28 September 2016
| Q1 2017 | Q1 2016 |
|---|---|
| 20 | 5 496 |
| 231 028 | 0 |
| 0 | 57 870 |
| 231 047 | 63 366 |
| Q1 2017 | Q1 2016 |
| -241 058 | -933 356 |
| -27 047 | -662 308 |
| -32 401 | -46 496 |
| -300 506 | -1 642 160 |
| -69 459 | -1 578 794 |
The average exchange rate used for the 1st quarter 2017 is EUR/NOK 8.9837, whereas the exchange rate used on 31 March 2017 is EUR/NOK 9.1683.
| EUR | Q1 2017 | 2016 |
|---|---|---|
| Cash Norway | 11 647 | 39 916 |
| Cash Italy | 1 442 613 | 1 528 277 |
| Cash and cash equivalents | 1 454 260 | 1 568 193 |
| Restricted cash Italy | 925 469 | 920 515 |
| Seized cash Italy | 53 293 | 463 757 |
The EAM had no credit facilities on 31 March 2017.
Of the restricted cash, EUR 675k is the debt service reserve account of ENS Solar One Srl. The EUR 53k of the seized cash is taken from companies not included in the criminal proceedings.
| Receivables | 2016 | Q3 2016 |
|---|---|---|
| Accounts receivables | 50 581 | 1 278 038 |
| Deferred revenue towards GSE | 916 285 | 987 208 |
| Recievable from Aveleos | 11 528 996 | 11 528 996 |
| Other receivables | 2 192 373 | 905 752 |
| Accounts receivables | 14 688 235 | 14 699 994 |
The substantial amount of the receivable outstanding is towards GSE and the sellers of P31. GSE normally has 60 days payment terms from receiving an invoice. In 2015, GSE introduced a 12 month delayed payment on 10% of expected annual revenues, which accounts for the deferred revenue against GSE.
| Q1 2017 | Solar power plants |
|---|---|
| Carrying value 1 January 2017 | 23 077 581 |
| Additions | 0 |
| Write down | 0 |
| Depreciation | -426 944 |
| Disposals | 0 |
| Carrying value 31 March 2017 | 22 650 637 |
| 2016 | Solar power plants |
|---|---|
| Carrying value 1 January 2016 | 34 436 689 |
| Additions | 6 001 |
| Write down | -4 785 897 |
| Depreciation | -1 891 558 |
| Disposals | -4 687 654 |
| Carrying value 31 December 2016 | 23 077 581 |
Economic life of 20- 25 years and straight-line depreciation.
| EUR | 2016 | Q3 2016 |
|---|---|---|
| Interest bearing debt | 7 362 713 | 7 533 450 |
| Other non current liabilities | 0 | 0 |
| Obligations under finance leases | 5 761 831 | 5 914 159 |
| Total non-current liabilities | 13 124 544 | 13 447 609 |
| Trade and other payables | 5 078 075 | 1 954 311 |
| Current interest bearing loans | 0 | 0 |
| Current project finance | 0 | 0 |
| Current leasing | 0 | 0 |
| Other current debt | 0 | 0 |
| Deferred tax | 0 | 472 982 |
| Tax payable | 863 714 | 662 033 |
| Related to ordinary operations | 5 941 789 | 3 089 326 |
| AION Renewables | 0 | 0 |
| Aveleos S.A. | 8 114 889 | 8 045 518 |
| GSE repayment claim | 0 | 0 |
| Related to criminal proceedings | 8 114 889 | 8 045 518 |
| Total current liabilities | 14 056 678 | 11 134 844 |
| Total liabilities | 27 181 222 | 24 582 453 |
EAM Solar Italy Holding Srl and EAM entered into an equity contribution agreement and patronage letter with UBI Leasing and UniCredit in conjunction with the acquisition of ESGP, ESGI and ESSP.
In the outset, the agreements require EAM Solar Italy Holding Srl to inject equity into the SPVs under certain circumstances of breach of the lending agreement.
In the current situation, whereby the transfer of the companies came about as a deliberate fraud conducted by the previous owners, Enovos Luxembourg SA and Avelar Energy Ltd, the transfer also released Enovos and Avelar from their equity contribution obligations against UBI Leasing and UniCredit.
In the legal proceedings EAM has alleged that the main motive behind the contractual fraud conducted was in order for Enovos and Avelar to achieve to be formally released by the financing banks from their debt guarantee obligations, thus avoiding the losses that would come as a consequence of a FIT contract termination decision by GSE.
Consequently, the equity contribution commitments of EAM and EAM Solar Italy Holding srl are considered void since this was brought about as a result of a criminal contractual fraud. It is the Company's opinion that there is a less than 50% likelihood that EAM will have to honour the agreements, and consequently no liability has been recognised.
The following subsidiaries are included in the interim consolidated financial statements.
| Shareholder | ||||||||
|---|---|---|---|---|---|---|---|---|
| Company | Country | Main operation | Ownership | Vote | EBITDA | EBIT | Equity | loans |
| EAM Solar Norway Holding AS | Norway | Holding company | 100% | 100% | -6 879 | -6 879 | 8 480 768 | 160 078 |
| EAM Solar Italy Holding II s.r.l. | Italy | Holding company | 100% | 100% | -11 708 | -11 708 | 6 884 404 | 6 610 752 |
| EAM Solar Italy 1 s.r.l. | Italy | Solar power plant | 100% | 100% | 131 666 | 35 028 | -207 406 | 5 407 157 |
| EAM Solar Italy 2 s.r.l. | Italy | Solar power plant | 100% | 100% | 263 089 | 66 190 | 2 169 657 | 8 885 139 |
| EAM Solar Italy Holding s.r.l | Italy | Holding company | 100% | 100% | -220 212 | -220 212 | -1 115 805 | 18 963 576 |
| Ens Solar One s.r.l. | Italy | Solar power plant | 100% | 100% | 136 544 | 32 221 | -1 717 864 | 604 216 |
| Energia Fotovoltaica 25 s.r.l. | Italy | Solar power plant | 100% | 100% | 37 174 | 8 090 | 312 390 | 1 003 212 |
| EUR | EAM Solar Group |
EAM Solar Italy 1 |
EAM Solar Italy 2 |
ENS1 & ENFO25 |
Other & Eliminations |
|---|---|---|---|---|---|
| Revenues | 833 199 | 188 347 | 374 350 | 270 502 | 0 |
| Cost of operations | -124 446 | -22 957 | -48 817 | -45 131 | -7 541 |
| Land rent | -29 952 | -8 710 | -18 196 | -3 046 | 0 |
| Insurance | -34 851 | -4 338 | -15 737 | -7 235 | -7 541 |
| Operation & Maintenance | -14 405 | -745 | -4 613 | -9 047 | 0 |
| Other operations costs | -45 238 | -9 164 | -10 271 | -25 803 | 0 |
| Sales, General & Administration | -285 396 | -33 724 | -62 444 | -49 952 | -139 276 |
| Accounting, audit & legal fees | -34 642 | -1 250 | -1 250 | -7 945 | -24 197 |
| IMU tax | -13 319 | 0 | -13 319 | 0 | 0 |
| EAM SPM adm costs | -184 835 | -30 000 | -45 000 | -42 000 | -67 835 |
| Other administrative costs | -52 601 | -2 474 | -2 875 | -7 | -47 245 |
| Acquisition & financing cost | -381 199 | 0 | 0 | -1 701 | -379 498 |
| Legal costs | -304 711 | 0 | 0 | 0 | -304 711 |
| Other non-recurring items | -76 488 | 0 | 0 | -1 701 | -74 787 |
| EBITDA | 42 158 | 131 666 | 263 089 | 173 718 | -526 315 |
None.
| Reported production (MWh) | 2012 | 2013 | 2014 | 2015 YTD'16 | Q1'14 | Q2'14 | Q3'14 | Q4'14 | Q1'15 | Q2'15 | Q3'15 | Q4'15 | Q1'16 | Q2'16 | Q3'16 | Q4'16 | Q1'17 | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| EAM Solar Italy 1 Srl | 2 571 | 2 315 | 2 219 | 2 488 | 376 | 374 | 801 | 710 | 334 | 460 | 841 | 832 | 355 | 376 | 745 | 871 | 376 | 497 |
| EAM Solar Italy 2 Srl | 5 237 | 4 806 | 4 565 | 4 138 | 742 | 754 | 1 616 | 1 502 | 693 | 933 | 1 275 | 1 195 | 735 | 742 | 1 449 | 1 770 | 760 | 974 |
| Ens Solar One srl | 1 882 | 4 305 | 749 | 1 115 | 767 | 797 | 1 377 | 1 349 | 781 | 749 | 1 234 | 1 242 | 754 | 860 | ||||
| Energia Fotovaltaica 25 | 611 | 1 395 | 268 | 357 | 254 | 251 | 443 | 417 | 284 | 268 | 428 | 442 | 266 | 298 | ||||
| MWh | 7 808 | 7 447 | 11 436 | 14 808 | 2 566 | 1 533 | 3 298 | 4 287 | 2 318 | 2 879 | 4 794 | 4 610 | 2 526 | 2 566 | 4 363 | 4 325 | 2 157 | 2 629 |
| Actual production | 2012 | 2013 | 2014 | 2015 YTD'16 | Q1'14 | Q2'14 | Q3'14 | Q4'14 | Q1'15 | Q2'15 | Q3'15 | Q4'15 | Q1'16 | Q2'16 | Q3'16 | Q4'16 | Q1'17 | |
| Varmo | 2 571 | 2 315 | 2 219 | 2 488 | 376 | 374 | 801 | 710 | 334 | 460 | 841 | 832 | 355 | 376 | 745 | 871 | 376 | 497 |
| Codroipo | 5 237 | 4 806 | 4 565 | 4 138 | 742 | 754 | 1 616 | 1 502 | 693 | 933 | 1 275 | 1 195 | 735 | 742 | 1 449 | 1 770 | 760 | 974 |
| Lorusso | 1 407 | 1 378 | 1 420 | 234 | 274 | 421 | 444 | 238 | 250 | 470 | 443 | 258 | 234 | 380 | 396 | 225 | 283 | |
| Brundesini | 1 393 | 1 427 | 1 461 | 255 | 286 | 419 | 455 | 267 | 277 | 472 | 456 | 256 | 255 | 416 | 403 | 261 | 291 | |
| Scardino | 1 352 | 1 424 | 1 424 | 259 | 286 | 426 | 451 | 261 | 270 | 436 | 450 | 268 | 259 | 437 | 443 | 268 | 286 | |
| Enfo 25 | 1 339 | 1 367 | 1 395 | 268 | 267 | 413 | 432 | 254 | 251 | 443 | 417 | 284 | 268 | 428 | 442 | 266 | 298 |
EAM Solar ASA Dronningen 1 NO-0287 Oslo NORWAY
Phone: +47 2411 5716 E-mail: [email protected] www.eamsolar.no
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