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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 28, 2023
CLEAN EARTH ACQUISITIONS
CORP.
(Exact name of registrant as specified in its charter)
Delaware |
|
000-1883984 |
|
87-1431377 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification No.) |
12600 Hill Country Blvd., Building R, Suite 275
Bee Cave, Texas 78738
(Address of principal executive offices, including
zip code)
(800) 508-1531
Registrant’s
telephone number, including area code
Not Applicable
(Former name or former address,
if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading
Symbol(s) |
|
Name of each
exchange on which
registered |
Units, each consisting of one share of Class A common stock, $0.0001 par value per share, one right, and one-half of one redeemable warrant |
|
CLINU |
|
The Nasdaq Stock Market LLC |
|
|
|
|
|
Class A common stock included as part of the units, par value $0.0001 per share |
|
CLIN |
|
The Nasdaq Stock Market LLC |
|
|
|
|
|
Rights included as part of the units to acquire one-tenth (1/10) of one share of Class A common stock |
|
CLINR |
|
The Nasdaq Stock Market LLC |
|
|
|
|
|
Warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share |
|
CLINW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 7.01. Regulation FD Disclosure
As previously announced, on
October 12, 2022, Clean Earth Acquisitions Corp., a Delaware corporation (the “Company”) and Alternus Energy Group Plc, a
public limited company incorporated under the laws of Ireland (“Alternus”) entered into a business combination agreement (as
amended by that certain First Amendment to the Business Combination Agreement, dated as of April 12, 2023, the “Business Combination
Agreement”) by and among the Company, Alternus and the Clean Earth Acquisitions Sponsor LLC, which will result in Alternus becoming
a publicly traded company on the Nasdaq Stock Market.
On November 28, 2023, Alternus
issued a press release announcing its financial results for the third quarter ended September 30, 2023. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item
7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly
set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
Clean Earth Acquisitions Corp. |
|
|
|
By: |
/s/ Aaron T. Ratner |
|
|
Name: |
Aaron T. Ratner |
|
|
Title: |
Chief Executive Officer |
|
|
|
Dated: November 28, 2023 |
|
|
Exhibit 99.1
Alternus Energy
Reports Third Quarter 2023 Financial Results
Dublin, 28 November 2023 -- International
Renewable Independent Power Producer (IPP) Alternus Energy Group Plc (OSE: ALT) (the “Company” or “Alternus”)
today announced unaudited U.S. GAAP financial results for the third quarter of 2023 under the US GAAP format.
Q3 2023 Highlights
| ● | Power production decreased by 5.4% YoY to 157 MWh due primarily to weather variances in Poland and the
Netherlands. |
| ● | Revenue decreased by $1.9 million (15.3%) to $10.5 million compared to the same reporting period last
year primarily because of lower electricity pricing in Poland and from lower irradiation levels due to seasonal weather conditions in
Poland and the Netherlands. |
| ● | Gross profit increased by $0.5 million (6.4%) to $8.3 million resulting in gross margin of 79.0% as reduced
revenues were offset by tightly controlled project operating costs. |
| ● | Selling and general expenses increased by $1 million (41%) YoY as the company grew personnel and infrastructure
to drive development activities. The Company also incurred one-time expenses in preparation for its U.S. listing on the Nasdaq stock exchange. |
| ● | Positive EBITDA of $5.1 million was down from positive of $5.5 million in the same reporting period last
year, reflecting the higher selling and general expenses offset by increased gross margins in the period. |
| ● | Net Loss of $16.3 million versus net loss of $0.4 million for the same period previous year, resulting
from 1) a one-time charge of circa $11 million related to waiver costs associated with the green bonds and 2) increases in interest costs
of $4.4 (76%) million YoY due to higher interest rates incurred versus the same period last year. |
| ● | Intensified focus on growing the pipeline of higher margin projects in select European markets and optimizing
the asset portfolio by strategically reorienting available resources. |
| ● | Increased the pipeline of near-term acquisitions of operating and ready-to-build projects in North America
by taking advantage of higher equity returns made available by the Inflation Reduction Act and the U.S. Department of Energy’s support
for renewable energy infrastructure. |
Commenting on results,
Vincent Browne, Chairman and Group CEO, said: “Results in the quarter once again showed the predictability and high margins
characteristic of solar projects, a cornerstone of our business model. Once operating, our solar parks generate a steady stream of clean
power, revenues and gross margins over the long-term, enabling the use of debt as appropriate to enhance equity returns. The current higher
interest environment means that certain projects, particularly in low irradiation countries such as Netherlands and Poland, are no longer
economic for Alternus. Therefore, we will concentrate our future growth efforts on higher-equity-return projects in our current 300 MWp
development portfolio in Europe. We will also accelerate the acquisition pipeline of construction-ready projects in the U.S. and Europe,
where we can earn over ten times better returns for the same equity deployed. As a result of this higher returns focus, as previously
announced, Alternus plans to divest its operating parks in Poland and the Netherlands. Happily, we expect proceeds of approximately €70
million versus the €60 million we had previously indicated. 100% of the net proceeds from sale will be used to pay down debt and
strengthen our balance sheet.”
“We still intend
to soon complete our pending business combination with Clean Earth, at which time the proceeds and Nasdaq listing will further strengthen
our balance sheet and enhance future funding options. We intend to enter 2024 on a springboard for growth, with our markets poised for
expansion with unprecedented regulatory and commercial support. These tailwinds underpin our goal to reach 3GWp of operating assets within
the next five years,” Mr. Browne concluded.
Diversified Portfolio
of Assets
The table below summarizes
the Company’s diversified portfolio of assets as of 30 September 2023.
| |
Operating (MWs DC) | | |
Pre-Construction (<12 mths) (MWs DC) | | |
Q3 ‘23 Clean Power Generated (GWh) | | |
Q3 ‘23 Revenue (USD mil) | | |
Q3 ‘23 Gross Profit (USD mil) | |
Poland | |
| 88.4 | | |
| | | |
| 35.0 | | |
| 3.0 | | |
| 2.0 | |
Romania | |
| 40.1 | | |
| | | |
| 17.5 | | |
| 5.2 | | |
| 4.5 | |
Netherlands | |
| 25.4 | | |
| | | |
| 8.1 | | |
| 1.1 | | |
| 0.8 | |
Italy | |
| 10.5 | | |
| 210 | | |
| 3.6 | | |
| 1.2 | | |
| 1.0 | |
Spain | |
| -- | | |
| 32 | | |
| -- | | |
| -- | | |
| | |
Germany | |
| 0.7 | | |
| | | |
| 0.2 | | |
| -- | | |
| -- | |
U.S.A. | |
| 1.1 | | |
| 45 | | |
| 0.6 | | |
| -- | | |
| -- | |
Total | |
| 166.2 | | |
| 287 | | |
| 65.0 | | |
| 10.5 | | |
| 8.3 | |
Asset performance was
stable versus earlier periods, reflecting the high level of visibility and predictability of the Company’s business model.
Third Quarter 2023
Results
The table below summarizes
the Company’s financial performance for the third quarter of 2023.
| |
Q3 2023 | | |
Q3 2022 | | |
$ Change | | |
% Change | |
Revenues | |
| 10.5 | | |
| 12.4 | | |
| (1.9 | ) | |
| (15 | )% |
Cost of Sales | |
| (2.2 | ) | |
| (4.6 | ) | |
| 2.4 | | |
| (53 | )% |
Gross Profit | |
| 8.3 | | |
| 7.8 | | |
| 0.5 | | |
| 7 | % |
Gross Margin | |
| 79 | % | |
| 63 | % | |
| - | | |
| 26 | % |
Selling and General Expenses | |
| (3.2 | ) | |
| (2.3 | ) | |
| (0.9 | ) | |
| 41 | % |
EBITDA | |
| 5.1 | | |
| 5.5 | | |
| (0.4 | ) | |
| (7 | )% |
| |
| | | |
| | | |
| | | |
| | |
Interest Charges | |
| (7.5 | ) | |
| (4.4 | ) | |
| (3.1 | ) | |
| 71 | % |
Depreciation and amortization | |
| (2.0 | ) | |
| (2.0 | ) | |
| 0.0 | | |
| (2 | )% |
Total Other Expense | |
| (11.9 | ) | |
| 0.6 | | |
| (12.5 | ) | |
| (2,210 | )% |
Net Loss | |
| (16.3 | ) | |
| (0.4 | ) | |
| (15.9 | ) | |
| 4,466 | % |
Subsequent Events
- Additional Funding
In October 2023, the
Company approved the issuance by one of its US subsidiaries of secured debt in the principal amount of $3,150,000 having a maturity
date of no later than June 30, 2024. The holder of the note has also been granted the right to receive warrants, conditional upon,
and only issued at, the close of the business combination between the Company and Clean Earth Acquisitions Corp.
(CLIN) to purchase up to (i) 100,000 shares of common stock of CLIN at an exercise price of $11.50 per share and having
a 5 year term, and (ii) 300,000 shares of common stock of CLIN at an exercise price of $0.01 per share and having a 3 year term. Alternatively,
should the business combination not be complete by the expiry date, the holder will be issued warrants to purchase up to 394,819 ordinary
shares of Alternus Energy Group at an exercise price of NOK 5.00 per share and having a 10-year term. The debt is secured by a parent
company guarantee and Chief Executive Officer and primary insider, Vincent Browne, has pledged certain shares as further collateral. Proceeds
are to be used for general working capital purposes and ongoing listing costs.
In November 2023, the Company approved the issuance by one
of its US subsidiaries of secured debt in the principal amount of $3,302,810 for an original purchase price of $2,972,529 and having
a maturity date of no later than April 28, 2024. The proceeds were used for the purchase of solar projects project rights and options
in the US.
Solis Bond Waivers Extended
In October of 2023, the bondholders voted to approve the resolutions
for the extension of the waivers to the Solis Bond Terms to December 16, 2023.
About Alternus Energy Group
Alternus is a transatlantic clean energy independent
power producer. Headquartered in Ireland, we currently develop, install, own, and operate utility scale solar parks in Europe and the
US. Our highly motivated and dynamic team at Alternus have achieved rapid growth in recent years. Building on this, our goal is to reach
3GW of operating projects within five years through continued organic development activities and targeted strategic opportunities. Our
vision is to become a leading provider of 24/7 clean energy delivering a sustainable future of renewable power with people and planet
in harmony. For more information visit www.alternusenergy.com.
Business Combination Agreement
On October 12, 2022, Clean Earth entered into
a definitive business combination agreement (as amended on April 12, 2023) with Alternus and Clean Earth Acquisitions Sponsor LLC, which,
upon stockholder approval, will result in Alternus becoming a publicly traded company. Upon closing of the transaction, which is expected
to occur shortly after the Special Meeting, and subject to the terms of the business combination agreement, Clean Earth will be renamed
“Alternus Clean Energy Inc.” An application for listing on the Nasdaq Capital Market of the combined company’s common
stock and warrants under the new ticker symbols “ALCE” and “ALCEW,” respectively, is expected to be
effective upon consummation of the Business Combination.
About Clean Earth Acquisitions Corp.
Clean Earth Acquisitions Corp. is a blank check
company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization
or other similar business combination with one or more businesses or entities, focused on identifying and developing a strategic partnership
with a business that participates in the global energy transition ecosystem that is facilitating the way that energy is produced, stored,
transmitted, distributed, and consumed, all while reducing or mitigating greenhouse gas emissions. For more information visit www.cleanearthacquisitions.com.
Forward-Looking Statements
Certain statements included in this notice that
are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements are sometimes accompanied by words such as “believe,” “may,”
“will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,”
“should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,”
“future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements
of historical matters. These forward-looking statements include, but are not limited to, statements regarding Alternus’ growth,
prospects and the market for solar parks and other renewable power sources. These statements are based on various assumptions, whether
or not identified in this notice, and on the current expectations of the respective management teams of Alternus and Clean Earth and are
not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended
to serve as and must not be relied on by an investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events
and circumstances are beyond the control of Alternus and Clean Earth.
These forward-looking statements are subject to
a number of risks and uncertainties, including: the impact of reduction, modification or elimination of government subsidies and economic
incentives (including, but not limited to, with respect to solar parks); the impact of decreases in spot market prices for electricity;
dependence on acquisitions for growth in Alternus’ business; inherent risks relating to acquisitions and Alternus’ ability
to manage its growth and changing business; risks relating to developing and managing renewable solar projects; risks relating to photovoltaic
plant quality and performance; risks relating to planning permissions for solar parks and government regulation; Alternus’ need
for significant financial resources (including, but not limited to, for growth in its business); the need for financing in order to maintain
future profitability; the lack of any assurance or guarantee that Alternus can raise capital or meet its funding needs; Alternus’
limited operating history; risks relating to operating internationally, include currency risks and legal, compliance and execution risks
of operating internationally; the potential inability of the parties to successfully or timely consummate the proposed business combination;
the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect
the combined company or the expected benefits of the proposed business combination; the approval of the stockholders of Clean Earth is
not obtained; the risk of failure to realize the anticipated benefits of the proposed business combination; the amount of redemption requests
made by Clean Earth’s stockholders exceeds expectations or current market norms; the ability of Alternus or the combined company
to obtain equity or other financing in connection with the proposed business combination or in the future; the outcome of any potential
litigation, government and regulatory proceedings, investigations and inquiries; the risk that the proposed business combination disrupts
current plans and operations as a result of the announcement and consummation of the Transaction; costs related to the proposed business
combination; the impact of the global COVID-19 pandemic; the effects of inflation and changes in interest rates; an economic slowdown,
recession or contraction of the global economy; a financial or liquidity crisis; geopolitical factors, including, but not limited to,
the Russian invasion of Ukraine; global supply chain concerns; the status of debt and equity markets (including, market volatility and
uncertainty); and other risks and uncertainties, including those risks to be included under the heading “Risk Factors” in
the Proxy Statement and also those included under the heading “Risk Factors” in Clean Earth’s final prospectus relating
to its initial public offering dated February 23, 2022 and other factors identified in Clean Earth’s prior and future filings with
the SEC, available at www.sec.gov.
If any of these risks materialize or Clean Earth’s
and Alternus’ assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking
statements. There may be additional risks that neither Clean Earth nor Alternus presently know, or that neither Clean Earth nor Alternus
currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements.
In addition, forward-looking statements reflect Clean Earth’s and Alternus’ expectations, plans or forecasts of future events
and views as of the date of this notice. Clean Earth and Alternus anticipate that subsequent events and developments will cause Clean
Earth’s and Alternus’ assessments to change. However, while Clean Earth and Alternus may elect to update these forward-looking
statements at some point in the future, Clean Earth and Alternus specifically disclaim any obligation to do so. Neither Clean Earth nor
Alternus anticipate that subsequent events and developments will cause Clean Earth’s and Alternus’ assessments to change.
However, while Clean Earth and Alternus may elect to update these forward-looking statements at some point in the future, Clean Earth
and Alternus specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing
Clean Earth’s or Alternus’ assessments of any date subsequent to the date of this notice. Accordingly, undue reliance should
not be placed upon the forward-looking statements.
Additional Information About the Business Combination
and Where to Find It
In connection with the Business Combination, on
November 13, 2023, Clean Earth filed a definitive Proxy Statement with the SEC relating to the Business Combination. Clean Earth has mailed
or will mail the Proxy Statement and other relevant documents to its stockholders as of the Record Date for voting on the Business Combination.
This communication does not contain all the information that should be considered concerning the Business Combination and is not intended
to form the basis of any investment decision or any other decision in respect of transactions contemplated by the business combination
agreement. Clean Earth stockholders and other interested persons are advised to read the Proxy Statement and other documents filed
in connection with the Business Combination, as these materials contain important information about Clean Earth, Alternus and the Business
Combination. Clean Earth stockholders are able to obtain copies of the Proxy Statement, and other documents filed with the SEC, once
available, without charge at the SEC’s website at www.sec.gov, or by directing a request to: Clean Earth Acquisitions Corp., 12600
Hill Country Blvd, Building R, Suite 275, Bee Cave, Texas 78738, Attention: Martha Ross, CFO & COO, telephone: (800) 508-1531. The
information contained on, or that may be accessed through, the websites referenced in this communication is not incorporated by reference
into, and is not a part of, this communication. Before making any voting or investment decision, investors and security holders of
Clean Earth are urged to carefully read the entire Proxy Statement and other documents filed in connection with the Business Combination
with the SEC, because they contain important information about the proposed transaction and the related stockholder proposals.
Participants in the Solicitation
Clean Earth, Alternus and their respective directors
and executive officers may be deemed participants in the solicitation of proxies from Clean Earth’s stockholders in connection with
the Business Combination. Information regarding the directors and executive officers of Clean Earth and their ownership of Clean Earth
common stock is set forth in Clean Earth’s final prospectus filed with the SEC on November 19, 2021, in connection with Clean Earth’s
initial public offering. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies
to Clean Earth’s stockholders in connection with the Business Combination will be s included in the proxy statement that Clean Earth
intends to file with the SEC. Additional information regarding the interests of participants in the solicitation of proxies in connection
with the Business Combination will be included in the proxy statement that Clean Earth intends to file with the SEC. You may obtain free
copies of these documents as described above.
No Offer or Solicitation
This communication is not a proxy statement or
solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination and shall not
constitute an offer to sell or a solicitation of an offer to buy any securities nor shall there be any sale of securities in any state
or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements
of the Securities Act.
For More Information:
Alternus Energy Investor Relations
ir@alternusenergy.com
+1 (913) 815-1557
Clean Earth Acquisitions Corp.
Matthew Devereaux
inbound@cleanearthacquisitions.com
+1 (800) 508-1531
The Blueshirt Group
alternus@blueshirtgroup.com
+1 (323) 240-5796
ALTERNUS ENERGY GROUP PUBLIC LIMITED COMPANY
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(in thousands, except share and per share data)
(Unaudited)
| |
As of September 30, | | |
As of December 31, | |
| |
2023 | | |
2022 | |
ASSETS | |
| | | |
| | |
Current Assets | |
| | | |
| | |
Cash and cash equivalents | |
$ | 3,886 | | |
$ | 2,987 | |
Accounts receivable, net | |
| 4,597 | | |
| 5,916 | |
Unbilled energy incentives earned | |
| 5,883 | | |
| 4,954 | |
Prepaid expenses and other current assets | |
| 6,144 | | |
| 4,409 | |
Taxes recoverable | |
| 2,620 | | |
| 1,876 | |
Total Current Assets | |
| 23,130 | | |
| 20,142 | |
| |
| | | |
| | |
| |
| | | |
| | |
Property and equipment, net | |
| 163,131 | | |
| 161,793 | |
Right of use asset | |
| 9,377 | | |
| 9,700 | |
Goodwill | |
| 1,743 | | |
| 1,758 | |
Restricted cash | |
| 5,027 | | |
| 6,598 | |
Other receivable | |
| - | | |
| 1,272 | |
Capitalized development cost and other long-term assets, net | |
| 9,308 | | |
| 7,266 | |
Total Assets | |
$ | 211,716 | | |
$ | 208,529 | |
| |
| | | |
| | |
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) | |
| | | |
| | |
Current Liabilities | |
| | | |
| | |
Accounts payable | |
$ | 11,854 | | |
$ | 14,438 | |
Accrued liabilities | |
| 22,521 | | |
| 9,884 | |
Taxes payable | |
| 1,200 | | |
| 1,135 | |
Deferred income | |
| 5,883 | | |
| 4,954 | |
Right of use liability - Short Term | |
| 635 | | |
| 556 | |
Green bonds, Convertible and non-convertible promissory notes, net | |
| 194,918 | | |
| 17,296 | |
Total Current Liabilities | |
| 237,011 | | |
| 48,263 | |
| |
| | | |
| | |
Green bonds | |
| - | | |
| 149,481 | |
Convertible and non-convertible promissory notes, net | |
| 11,476 | | |
| 21,281 | |
Right of use liability - long term | |
| 8,710 | | |
| 8,872 | |
Asset retirement obligations | |
| 1,534 | | |
| 1,461 | |
Total Liabilities | |
$ | 258,731 | | |
$ | 229,358 | |
| |
| | | |
| | |
Shareholders’ Equity/(Deficit) | |
| | | |
| | |
Ordinary shares, $0.012 par value, 100,000,000 authorized as of September 30, 2023 and December 31, 2022; 26,325,738 issued and outstanding as of September 30, 2023. Preferred shares, $0.011 par value, 100,000,000 authorized as of September 30, 2023. | |
$ | 305 | | |
$ | 305 | |
Additional paid in capital | |
| 52,006 | | |
| 52,006 | |
Foreign Currency Translation Reserve | |
| (26 | ) | |
| (612 | ) |
Accumulated deficit | |
| (98,140 | ) | |
| (72,028 | ) |
Non-controlling interest | |
| (1,160 | ) | |
| (500 | ) |
Total Shareholders’ (Deficit) | |
$ | (47,015 | ) | |
$ | (20,829 | ) |
Total Liabilities and Shareholders' Deficit | |
$ | 211,716 | | |
$ | 208,529 | |
ALTERNUS ENERGY GROUP PUBLIC LIMITED
COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
AND COMPREHENSIVE LOSS
(in thousands, except share and per
share data)
(Unaudited)
| |
Three Months Ended September 30 | | |
Nine Months Ended September 30 | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
Revenues | |
$ | 10,478 | | |
$ | 12,372 | | |
$ | 27,799 | | |
$ | 30,483 | |
| |
| | | |
| | | |
| | | |
| | |
Operating Expenses | |
| | | |
| | | |
| | | |
| | |
Cost of revenues | |
| (2,157 | ) | |
| (4,596 | ) | |
| (6,545 | ) | |
| (9,631 | ) |
Selling, general and administrative | |
| (3,128 | ) | |
| (2,276 | ) | |
| (10,122 | ) | |
| (6,429 | ) |
Depreciation, amortization, and accretion | |
| (1,966 | ) | |
| (2,041 | ) | |
| (5,586 | ) | |
| (6,723 | ) |
Development Costs | |
| (218 | ) | |
| (216 | ) | |
| (1,223 | ) | |
| (216 | ) |
Loss on disposal of asset | |
| - | | |
| 107 | | |
| - | | |
| 28 | |
Total operating expenses | |
$ | (7,469 | ) | |
$ | (9,022 | ) | |
$ | (23,476 | ) | |
$ | (22,971 | ) |
| |
| | | |
| | | |
| | | |
| | |
Income from operations | |
| 3,009 | | |
| 3,350 | | |
| 4,323 | | |
| 7,512 | |
| |
| | | |
| | | |
| | | |
| | |
Other income/(expense): | |
| | | |
| | | |
| | | |
| | |
Interest expense | |
| (7,455 | ) | |
| (4,380 | ) | |
| (19,253 | ) | |
| (13,120 | ) |
Other income | |
| 74 | | |
| 1,507 | | |
| 318 | | |
| 1,934 | |
Solis bond waiver fee | |
| (11,113 | ) | |
| - | | |
| (11,113 | ) | |
| | |
Other expense | |
| (863 | ) | |
| (943 | ) | |
| (1,047 | ) | |
| (1,129 | ) |
Total other expense | |
$ | (19,357 | ) | |
$ | (3,816 | ) | |
$ | (31,095 | ) | |
$ | (12,315 | ) |
Income/(Loss) before provision for income taxes | |
| (16,348 | ) | |
| (466 | ) | |
| (26,772 | ) | |
| (4,803 | ) |
Income taxes | |
| - | | |
| - | | |
| - | | |
| - | |
Net income/(loss) | |
$ | (16,348 | ) | |
$ | (466 | ) | |
$ | (26,772 | ) | |
$ | (4,803 | ) |
| |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | |
Net income/(loss) attributable to non-controlling interest | |
| (415 | ) | |
| (35 | ) | |
| (660 | ) | |
| (330 | ) |
Net income/(loss) attributable to Alternus Energy Group | |
$ | (15,933 | ) | |
$ | (431 | ) | |
$ | (26,112 | ) | |
$ | (4,473 | ) |
| |
| | | |
| | | |
| | | |
| | |
Basic (loss) per share | |
$ | (0.61 | ) | |
$ | (0.02 | ) | |
$ | (0.99 | ) | |
$ | (0.17 | ) |
| |
| | | |
| | | |
| | | |
| | |
Weighted average shares outstanding: | |
| | | |
| | | |
| | | |
| | |
Basic shares | |
| 26,325,738 | | |
| 26,358,375 | | |
| 26,325,738 | | |
| 26,358,375 | |
| |
| | | |
| | | |
| | | |
| | |
Comprehensive loss: | |
| | | |
| | | |
| | | |
| | |
Net loss | |
| (15,933 | ) | |
| (431 | ) | |
| (26,112 | ) | |
| (4,473 | ) |
Foreign currency translation adjustment | |
| (2,246 | ) | |
| (2,199 | ) | |
| 586 | | |
| (3,755 | ) |
Comprehensive income/(loss) | |
$ | (18,719 | ) | |
$ | (2,630 | ) | |
$ | (25,526 | ) | |
$ | (8,228 | ) |
v3.23.3
Cover
|
Nov. 28, 2023 |
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|
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CLEAN EARTH ACQUISITIONS
CORP.
|
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0001883984
|
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87-1431377
|
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DE
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12600 Hill Country Blvd.
|
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Building R
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Suite 275
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Bee Cave
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TX
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800
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CLINU
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NASDAQ
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Title of 12(b) Security |
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CLIN
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NASDAQ
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CLINR
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NASDAQ
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