Attached files
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8-K/A - FORM 8-K/A - Alternus Energy Inc. | altn_8ka.htm |
EX-99.3 - PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS - Alternus Energy Inc. | altn_ex993.htm |
EX-99.1 - FINANCIAL STATEMENTS - Alternus Energy Inc. | altn_ex991.htm |
EXHIBIT 99.2
Financial information for September 30, 2019 of
Zonnepark Rilland B.V.
Woensdrecht
1 |
CONTENTS | Page | ||
FINANCIAL INFORMATION | |||
Balance sheet as at September 30, 2019 and December 31, 2018 | 3 | ||
Profit and loss account for the nine months ended September 30, 2019 and 2018 | 5 | ||
Cash flow statement for the nine months ended September 30, 2019 and 2018 | 6 | ||
Notes to the financial information | 7 | ||
Notes to the balance sheet as of September 30, 2019 and December 31, 2018 | 10 | ||
Notes to the profit and loss account for the nine months ended September 30, 2019 and 2018 | 15 |
2 |
BALANCE SHEET AS OF THE PERIOD ENDED
September 30, 2019 | December 31, 2018 | |||||||
(unaudited) | ||||||||
€ | € | |||||||
ASSETS | ||||||||
Fixed Assets | ||||||||
Tangible fixed assets (1) | ||||||||
Operating assets under construction and payments on account | - | 6,490,027 | ||||||
Operating assets completed | 7,495,065 | - | ||||||
Financial fixed assets (2) | ||||||||
Other receivables | 211,262 | 152,707 | ||||||
Current assets | ||||||||
Receivables, prepayments, and accrued income (3) | ||||||||
Receivables from participants and from companies in which participation takes place | 3 | 3 | ||||||
Taxes and social securities | - | 905,697 | ||||||
3 | 905,700 | |||||||
Cash and cash equivalents (4) | 670,375 | 1,893,395 | ||||||
TOTAL OF ASSETS | 8,376,705 | 9,441,829 |
3 |
September 30, 2019 | December 31, 2018 | |||||||
(unaudited) | ||||||||
€ | € | |||||||
EQUITY AND LIABILITIES | ||||||||
Equity (5) | ||||||||
Issued share capital | 3 | 3 | ||||||
Other reserves | -208,812 | -255,133 | ||||||
-208,809 | -225,130 | |||||||
Non-current liabilities (6) | ||||||||
Finance company debt | 6,502,874 | 6,880,460 | ||||||
Debt to participating interest and companies | 1,560,692 | 1,991,355 | ||||||
8,063,566 | 8,871,815 | |||||||
Current liabilities (7) | ||||||||
Repayment long-term liabilities | 503,448 | 419,540 | ||||||
Trade creditors | 18,500 | 375,604 | ||||||
521,948 | 795,144 | |||||||
TOTAL OF EQUITY AND LIABILITIES | 8,376,705 | 9,441,829 |
4 |
PROFIT AND LOSS ACCOUNT FOR THE PERIOD ENDED
September 30, 2019 (unaudited) | September 30, 2018 (unaudited) | |||||||
€ | € | |||||||
Revenue | ||||||||
Energy Revenue | 794,765 | - | ||||||
Cost of Revenue | 197,317 | - | ||||||
Gross Profit | 597,448 | - | ||||||
Expenses | ||||||||
Other labor costs (8) | 5,429 | - | ||||||
Accommodation expenses (9) | 6,377 | 6,750 | ||||||
Operating costs (10) | 46,825 | 30,688 | ||||||
Office expenses (11) | 16,295 | 2,444 | ||||||
General expenses (12) | - | 103,727 | ||||||
Depreciation | 405,560 | - | ||||||
480,486 | 143,609 | |||||||
Operating result | 116,962 | -143,609 | ||||||
Finance income and expenses (13) | -100,638 | -644 | ||||||
Results before tax | 16,324 | -144,253 | ||||||
Taxation on ordinary activities | - | 21,600 | ||||||
Results after tax | 16,324 | -122,653 |
5 |
CASH FLOW STATEMENT FOR THE PERIOD ENDED
September 30, 2019 (unaudited) | September 30, 2018 (unaudited) | |||||||
€ | € | |||||||
Cash flow from operating activities | ||||||||
Operating result | 16,321 | -122,654 | ||||||
Adjustments for | ||||||||
Movement of working capital | 815,035 | |||||||
Movement of accounts receivable | 32,107 | -21,600 | ||||||
Movement of short-term liabilities (excluding short-term part of long-term debts) | -357,104 | 1,018,148 | ||||||
Depreciation | 405,560 | - | ||||||
Cash flow from operating activities | 911,919 | 873,894 | ||||||
Interest paid | -92,839 | -644 | ||||||
Cash flow from operating activities | 819,080 | 873,250 | ||||||
Cash flow from investing activities | ||||||||
Investment in tangible fixed assets | -1,410,598 | -1,814,245 | ||||||
Cash flow from financing activities | ||||||||
Increase other receivables | - | - | ||||||
Repayment from loan to finance companies | -200,839 | - | ||||||
Proceeds, (repayment) from loan to shareholders | -430,663 | 1,149,480 | ||||||
Cash flow from financing activities | -631,502 | 1,149,480 | ||||||
-1,223,020 | 208,485 | |||||||
Compilation cash | September 30, 2019 (unaudited) | September 30, 2018 (unaudited) | ||||||
€ | € | |||||||
Movement of cash and cash equivalents | -1,223,020 | 208,485 | ||||||
Cash and cash equivalents as of the period ended | 670,375 | 208,485 |
6 |
NOTES TO THE FINANCIAL INFORMATION GENERAL
Activities
The activities of Zonnepark Rilland B.V., with its registered office in Woensdrecht, mainly comprise the production of electricity by solar cells, heat pumps and hydropower and the production of electricity from wind energy. The company is registered in the Trade Register under number 69321361.
The company' registered office is actually at Evert van de Beekstraat 1, -104 The Base B in Schiphol.
Group structure
The company was till December 20, 2019 part of a group, of which Coöperatie Unisun Energy U.A. at Rotterdam is at the head.
The company is from December 20, 2019 part of a group, of which Alternus Energy Inc. at New York is at the head.
Related parties
All legal entities that can be controlled, jointly controlled or significantly influenced are considered to be a related party. Also entities which can control the Company are considered to be a related party. In addition, statutory directors, other key management of Zonnepark Rilland B.V. or the ultimate parent company and close relatives are regarded as related parties.
Transactions with related parties are disclosed in the notes insofar as they are not transacted under normal market conditions. The nature, extent and other information is disclosed if this is necessary in order to provide the required insight.
GENERAL ACCOUNTING PRINCIPLES FOR THE PREPARATION OF THE FINANCIAL INFORMATION
The financial information have been prepared in accordance with Title 9 Book 2 of the Dutch Civil Code.
Furthermore, account is taken of the provisions of the Guidelines for Annual Reporting for small legal entities.
The financial information have been drawn up on the basis of historical cost. Unless stated otherwise, assets and liabilities are carried at face value.
Assumption of continuity
The equity of Zonnepark Rilland B.V. amounts to € 225.130 negative as at 31 December 2018. It is financed in full with long-term debts, including loans provided by banks and group companies. We expect that the cash flow will develop positively in the next few financial years as a result of the fact that the solar power plant is operational in the course of January 2019 and will start generating revenues from that moment.
Estimates
In applying the principles and policies for drawing up the special purpose financial information, the directors of Zonnepark Rilland B.V. make different estimates and judgments that may be essential to the amounts disclosed in the special purpose financial information. If it is necessary in order to provide the transparency required under Book 2, article 362, paragraph 1, the nature of these estimates and judgments, including related assumptions, is disclosed in the notes to the relevant special purpose financial information item.
7 |
ACCOUNTING PRINCIPLES APPLIED TO THE VALUATION OF ASSETS AND LIABILITIES
Tangible fixed assets
Tangible fixed assets are carried at acquisition price or cost of manufacture, net of straight line depreciation based on their expected economic life. Land is not depreciated. Account is taken of expected impairments at the balance sheet date.
Assets in operation
The tangible fixed assets operating assets under construction and payments on account concern the investments in the solar power plant.
Financial fixed assets
Other receivables
Transaction costs which can be directly attributed to the acquisition of the long-term debts are presented in the financial fixed assets. The transaction costs are initially measured at fair value and subsequently carried at amortised cost.
Deferred tax assets
The deferred tax claim based on the offsettable loss is valued at the nominal tax rates prevailing at the end of the reporting year or the rates applicable in future years, to the extent that they have already been enacted by law.
Impairment of non-current assets
An assessment is made on every balance sheet date as to whether there are indications that an asset may be subject to impairment. If such indications are present, the recoverable amount of the asset will be established. Impairment can be said to exist if the carrying amount of an asset is higher than its recoverable amount. The recoverable amount is the asset's net realisable value or its value in use, whichever is higher. Impairment is directly recorded in the profit and loss account as a charge.
Accounts receivable
Receivables are recognised initially at fair value and subsequently measured at amortised cost. If payment of the receivable is postponed under an extended payment deadline, fair value is measured on the basis of the discounted value of the expected revenues. Interest gains are recognised using the effective interest method. When a trade receivable is uncollectible, it is written off against the allowance account for trade receivables.
Cash and cash equivalents
The cash is valued at face value. If cash equivalents are not freely disposable, then this has been taken into account in the valuation.
Non-current liabilities
On initial recognition long-term debts are recognised at fair value. After initial recognition non-current liabilities are recognised at the amortised cost price, being the amount received, taking into account premiums or discounts. This usually is the nominal value.
Transaction costs which can be directly attributed to the acquisition of the long-term debts are presented in the financial fixed assets.
Current liabilities
On initial recognition current liabilities are recognised at fair value. After initial recognition current liabilities are recognised at the amortised cost price. When there are no premiums, discounts or transaction costs, the amortised cost is equal to the nominal value.
8 |
ACCOUNTING PRINCIPLES FOR THE DETERMINATION OF THE RESULT
General
The result is defined as the difference between the revenue from goods delivered and services performed on one hand and, on the other hand, the costs and expenses for that year, valued at historical costs.
Revenue recognition
Net turnover comprises the income from the supply of goods and services and realised income from construction contracts after deduction of discounts and such like and of taxes levied on the turnover.
Financial income and expenses
Interest income and expenses are recognised on a pro rata basis, taking account of the effective interest rate of the assets and liabilities to which they relate. In accounting for interest expenses, the recognised transaction expenses for loans received are taken into consideration.
Taxes
Tax on the result is calculated based on the result before tax in the income statement, taking account of the losses available for set-off from previous financial years (to the extent that they have not already been included in the deferred tax assets) and exempt profit components and after the addition of non-deductible costs. Due account is also taken of changes which occur in the deferred tax assets and deferred tax liabilities in respect of changes in the applicable tax rate.
PRINCIPLES FOR PREPARATION OF THE CASH FLOW STATEMENT
The cash flow statement has been prepared using the indirect method.
The cash items disclosed in the cash flow statement comprise cash at banks and in hand except for deposits with a maturity longer than three months.
Interest paid and received and income taxes are included in cash from operating activities. Transactions not resulting in inflow or outflow of cash, including finance leases, are not recognised in the cash flow statement.
9 |
NOTES TO THE BALANCE SHEET AS OF SEPTEMBER 30, 2019
ASSETS
FIXED ASSETS
1.
Tangible fixed assets
Operation assets September 30, 2019 | Operation assets under construction and payments on account December 31, 2018 | |||||||
Carrying amount as of January 1, | € | € | ||||||
Purchase price | 6,490,027 | - | ||||||
Cumulative depreciation and impairment | - | - | ||||||
6,490,027 | ||||||||
Movement | ||||||||
Investments | 1,410,598 | 6,490,027 | ||||||
Depreciation | -405,560 | - | ||||||
1,005,038 | ||||||||
Carrying amount as of December 31, | ||||||||
Purchase price | 7,900,625 | 6,490,027 | ||||||
Cumulative depreciation and impairment | -405,560 | - | ||||||
7,495,065 |
Zonnepark Rilland was not operational as of December 31, 2018. The solar power plant is operational from January 2019. The depreciation was calculated from the moment the solar power park was operational.
Depreciation Percentages (s), | % | % | ||||||
Operating assets | 5.1 | - |
10 |
2.
Financial fixed assets
September 30, 2019 | December 31, 2018 | |||||||
Other receivables | € | € | ||||||
Customer receivable | 64,174 | - | ||||||
Deferred tax claims | 41,600 | 41,600 | ||||||
Transaction costs | 105,488 | 111,107 | ||||||
211,262 | 152,707 | |||||||
Deferred tax claims | ||||||||
Carrying amount as of January 1 | 41,600 | - | ||||||
Additions | - | 41,600 | ||||||
Carrying amount as of the period ended | 41,600 | 41,600 | ||||||
Transactions costs, | ||||||||
Carrying amount as of January 1 | 111,107 | - | ||||||
Additions | - | 112,373 | ||||||
Amortization | -5,619 | -1,266 | ||||||
Long-term part as of the period ended | 105,488 | 111,107 |
11 |
CURRENT ASSETS
3.
Receivables, prepayments, and accrued income
September 30, 2019 | December 31, 2018 | |||||||
€ | € | |||||||
Receivables from participants and from companies in which participation takes place | ||||||||
Receivables from participants | 3 | 3 | ||||||
Taxes and social securities | ||||||||
Value added tax | - | 905,697 |
4.
Cash and cash equivalents
Rabobank | 670,375 | 1,338,595 | ||||||
Deposit | - | 554,800 | ||||||
670,375 | 1,893,395 |
As of December 31, 2018, an amount of €554,800 is not freely disposable.
12 |
EQUITY AND LIABILITIES
5.
EQUITY
September 30, 2019 | December 31, 2018 | |||||||
Issued share capital | € | € | ||||||
Subscribed 3 ordinary shares at par value € 1 | 3 | 3 | ||||||
September 30, 2019 | December 31, 2018 | |||||||
€ | € | |||||||
Other reserves | ||||||||
Carrying amount as of January 1 | -225,133 | - | ||||||
Allocation of financial year net result | 16,321 | -225,133 | ||||||
Carrying amount as of the period ended | -208,812 | -225,133 |
6.
NON-CURRENT LIABILITIES
September 30, 2019 | December 31, 2018 | |||||||
Finance company debt | € | € | ||||||
Cooperative Rabobank U.A. | 6,502,874 | 6,880,460 |
September 30, 2019 | December 31, 2018 | |||||||
Cooperative Rabobank U.A | ||||||||
Carrying amount as of January 1 | 7,300,000 | - | ||||||
Repayment of principal | -293,678 | |||||||
Fund withdrawn | - | 7,300,000 | ||||||
Carrying amount as of the period ended | 7,006,322 | 7,300,000 | ||||||
Repayment obligations next financial year | -503,448 | -419,540 | ||||||
Long-term part as of period end | 6,502,874 | 6,880,460 |
The mortgage loan of € 7,300,000 is granted to finance the solar power plant. Redemptions are paid during a period of 15 years. The interest rate is 1.70% fixed until 2028 and 2.20% from 2028 until 2033. Repayment is by means of monthly instalments of € 41,954 each. The remaining number of instalments are 162.
As of September 30, 2019 an amount of € 4,489,082 of the mortgage loans has a residual term longer than five years.
13 |
September 30, 2019 | December 31, 2018 | |||||||
Dept to participating interest and companies | € | € | ||||||
Cooperative Unisun Energy U.A. | 1,560,692 | 1,991,355 | ||||||
Cooperative Unisun Energy U.A | ||||||||
Carrying amount as of January 1 | 1,991,355 | |||||||
Funds withdrawn (repaid) | -430,663 | 1,971,132 | ||||||
Accredited interest | - | 20,223 | ||||||
Long-term part as of the period ended | 1,560,652 | 1,991,355 |
Repayment takes place upon mutual agreement.
7.
CURRENT LIABILITIES
September 30, 2019 | December 31, 2018 | |||||||
Repayment long-term liabilities | € | € | ||||||
Cooperative Rabobank U.A.. | 503,448 | 419,540 | ||||||
Trade creditors | ||||||||
Creditors | 18,500 | 375,604 |
CONTINGENT ASSETS AND LIABILITIES
Long-term financial obligations
Rental commitments ground
The company has long-term commitments for the lease of the ground until 2043. The obligations at the end of the reporting period can be specified as follows:
- Within one year: € 125 000;
- Between one and five years: € 500 000;
- After five years: € 1,700,000;
- Total: € 2,325,000.
14 |
NOTES TO THE PROFIT AND LOSS ACCOUNT
September 30, 2019 | September 30, 2018 | |||||||
€ | € | |||||||
8. Other labor costs | ||||||||
Canteen costs | 128 | - | ||||||
Other labor costs | 5,301 | - | ||||||
5,429 | - | |||||||
9. Accommodation expenses | ||||||||
Rent buildings | 6,377 | 6,750 | ||||||
10. Operating costs | ||||||||
Insurance | 18,361 | - | ||||||
Other operating costs | 28,464 | 30,668 | ||||||
46,825 | 30,688 | |||||||
11. Office expenses | ||||||||
Office supplies | 2,627 | 925 | ||||||
Other office expenses | 13,668 | 1,519 | ||||||
16,295 | 2,444 | |||||||
12. General expenses | ||||||||
Accounting costs | - | - | ||||||
Consultancy Fees | - | 1,412 | ||||||
Legal charges | - | 102,315 | ||||||
Other office expenses | - | - | ||||||
- | 103,727 | |||||||
13. Financing Income and expenses | ||||||||
Interest and similar expenses | -100,638 | -644 | ||||||
Interest and similar expenses | ||||||||
Interest and bank costs | -2,180 | -644 | ||||||
Amortization transaction costs | -5,619 | - | ||||||
Interest loan Cooperative Rabobank U.A. | -92,839 | - | ||||||
Interest loan Cooperative Unison Energy U.A | - | - | ||||||
-100,638 | -644 | |||||||
14. Taxation on ordinary activities | ||||||||
Movement of deferred tax assets | - | 21,600 |
15 |