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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
 
 
As of December 31, 2018 the amount of tax losses for which deferred tax asset is recognized, is €266,733
 
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
 
<