CLIN Clean Earth Acquisition Corporation

 

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): August 27, 2024

 

ALTERNUS CLEAN ENERGY, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		001-41306		87-1431377
(State or other jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

 

360 Kingsley Park Drive, Suite 250 Fort Mill, South Carolina		29715
(Address of registrant’s principal executive office)		(Zip code)

 

(803) 280-1468

(Registrant’s telephone number, including area code)

 

N/A

(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 (see General Instruction A.2. below):

 

☐	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
Common Stock, par value $0.0001 per share		ALCE		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 ☒

 

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 2.02 Results of Operations and Financial Condition.

 

On August 27, 2024, Alternus Clean Energy, Inc. (the “Company”) issued a press release for the three- and six-months period ended June 30, 2024. A copy of the press release is attached hereto as Exhibit 99.1.

 

The information in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is furnished to comply with Item 2.02 of Form 8-K, and 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 a filing.

 

Item 7.01. Regulation FD Disclosure.

 

As previously disclosed, (i) in 2021, Solis Bond Company, Designated Activity Company (“Solis”), a company formed under the laws of Ireland and an indirect, wholly owned subsidiary of Alternus Clean Energy, Inc. (the “Company”), issued certain 3-year FRN senior secured green bonds 2021/2024 (ISIN NO0010914914) (the “Solis Bonds”) in the maximum amount of €200 million (approximately $218 million) with a stated coupon rate of 6.5% plus EURIBOR and quarterly interest payments and (ii) Solis previously breached certain financial covenants of the Solis Bonds, and the holders of the Solis Bonds approved, among other things, provided temporary waivers of such covenants and related extensions of such waivers in each of April 2023, June 2023, October 2023, January 2024, February 2024, March 2024, June 2024, July 2024, August 30, 2024, and now extended to September 30, 2024.

 

As was previously disclosed on February 26, 2024, the Bond Trustee, with approval from a majority of the Bondholders, may further extend the Bonds on a month to month basis to 29 November 2024.

 

Press Release

 

The information in this Item 7.01 of this Current Report is furnished pursuant to Item 7.01 and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.

 

On August 28, 2024, the Company issued a press release entitled “Alternus Clean Energy and Partner Hover Energy Accelerating Pace of Installations with Contracts Completed for Additional Units Valued Between $3m- $4m”. A copy of the press release is attached hereto as Exhibit 99.2.

 

Forward Looking Statements

 

All statements contained in this Current Report on Form 8-K other than statements of historical facts, including any information on the Company’s plans or future financial or operating performance and other statements that express the Company’s management’s expectations or estimates of future performance, constitute forward-looking statements. Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to the Company or its management team. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Such statements are based on a number of estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond the control of the Company. The Company cautions that such forward-looking statements involve known and unknown risks and other factors that may cause the actual financial results, performance or achievements of the Company to differ materially from the Company’s estimated future results, performance or achievements expressed or implied by the forward-looking statements. These statements should not be relied upon as representing the Company’s assessments of any date after the date of this Current Report on Form 8-K. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
99.1		Press release, dated August 27, 2024.
99.2		Press release, dated August 28, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

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.

 

Date: August 29, 2024	ALTERNUS CLEAN ENERGY, INC.
	By:	/s/ Vincent Browne
	Name:	Vincent Browne
	Title:	Chief Executive Officer, Chairman and Interim Chief Financial Officer

 

Exhibit 99.1

 

Alternus Clean Energy Reports Financial Results for Three and Six Months Ended June 30, 2024

 

Debt reduced by $80 million(40%) during H1

Additional market focus in microgrids

 

Fort Mill August 27, 2024 -- International Renewable Independent Power Producer (IPP) Alternus Clean Energy Inc. (the “Company” or “Alternus”) (NASDAQ: ALCE, OTCPK: ACLEW) recently announced its unaudited financial results for the three and six months ended June 30, 2024 and additionally restated results for its first quarter, 2024.

 

Highights For the Three Months Ended June 30, 2024 

 

●

Operating assets generated over 18GW hours of clean energy delivered to local power grids.

 

●

Overall power production was up 14% when adjusted for the Italian parks included in 2023, that where sold in December 2023. Power production in the United States increased by 156% PoP following additional parks brought into operation in during 2024. Romania production increased by 8.6% PoP.

 

●

Revenues decreased by $2.2 million (36%) to $3.8 million compared to the same reporting period last year. This was driven equally by two factors, the first of which was generally lower electricity prices in Romania during 2024, as well as increased deferred income from unsold green certificates in the period (these can be sold in future periods). The second was the sale of the Italian parks in December 2023.

 

●

Gross profit decreased by $2.8 million (55%) to $2.2 million, driven primarily by the noted lower revenues, as well as higher costs of energy acquisition for contracted revenues. The main contributing factor for this was high volatility in energy rates in the Romania market in 2024. Resulting gross margins were 57% for three months to June 30, 2024 down from 82% for the same period last year.

 

●

Selling and general expenses increased by $1.4 million (72%) PoP primarily due to increased operating costs associated with being listed on the Nasdaq exchange.

 

●

Net Loss of $6.8 million versus net loss of $1.7 million for the same period previous year, resulting primarily from lower operating incomes in 2024 and costs associated with debt issuance while relative interest costs were higher on lower debt.

 

●

In Q1, 2024 the Company repaid $80 million of bond debt from the sale of non-strategic assets, reducing the balance to approximately $86 million.

 

 

●

Intense focus on reducing operating costs with approximately $2 million reduction in fixed annual operating costs implemented to be recognized in future periods.

 

●

Announced binding heads of terms to form exciting new joint venture with Hover Energy to enter the burgeoning microgrid energy market delivering next generation microgrid solutions targeting power hungry corporate customers and data centers.

 

●

Continued buildout of pipeline of near-term acquisitions 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.

 

●

The previously announced acquisition of 80MW’s of operating assets in the US has not completed as planned in June, as the sellers have not met the required closing conditions. There is no indication of when the closing conditions will be met at this time.

 

Commenting on results, Vincent Browne, Chairman and Group Chief Executive Officer, said, “2024 has clearly been a challenging period in terms of business performance as, despite increased power production that is in the company’s direct control, revenues and gross margins both dropped significantly as a result of market forces, such as energy rates, that are outside our control. In addition, we have increased sales and general administration costs associated with being a listed company that are weighing on operating results.

 

“Despite this we have made good progress in business development activities to deliver long term growth and profitability going forward. We continue to advance targeted accretive construction-ready utility-scale acquistions in the US and also announced our exciting new joint venture with Hover Energy to create a new operating segment of the group. Microgrids are a rapidly growing segment of the energy market as corporations and data centrers seek solutions to their growing need for power and to help address energy independence. From Alternus group perspective, this is very complimentary to our existing utility solar business as the microgrid segment should provide faster time to revenues and cashflows and require less equity to deploy. This will support business operations while we wait for the utility projects to come on stream and deliver the larger long-term stair step revenue growth with multi-year investment offtake contracts”.

 

“With our target markets poised for ongoing expansion with unprecedented regulatory and commercial support, we will use the rest of 2024 to continue to rationalize our costs, de-leverage the balance sheet and improve access to equity to allow us capitalize on this dynamic in these attractive and rapidly growing markets,” Mr. Browne concluded.

 

 

Diversified Portfolio of Assets

 

The table below summarizes the Company’s diversified portfolio of assets as of 30 June 2024.

 

		Operating (MWs DC)				In Construction (Target Operational EOY 2025 (MWs DC)				Pre-Construction (<12 mths) (MWs DC)				Q2 ‘24 Clean Power Generated (GWh)				Q2 ‘24 Revenue (USD mil)				Q2 ‘24 Gross Profit (USD mil)
Romania			40.1				--				--				16.7				3.8				2.2
Italy			--				--				217				--				--				--
Spain			--				--				32				--				--				--
U.S.A.			3.8				45				15				1.6				0.1				0.1
Total			43.9				45				264				18.3				3.9				2.3

 

Second Quarter 2024 Results

 

The table below summarizes the Company’s financial performance for the second quarter of 2024.

 

		Q2 2024				Q2 2023				$ Change				% Change
Revenues			3.9				6.0				(2.1	)			(36	)%
Cost of Sales			(1.6	)			(1.0	)			0.6				(57	)%
Gross Profit			2.3				5.0				(2.7	)			(54	)%
Gross Margin			59	%			83	%			-				(29	)%
Selling and General Expenses			(3.3	)			(1.9	)			1.4				72	%
Interest Charges			(4.1	)			(4.4	)			(0.3	)			(7	)%
Depreciation and amortization			(0.5	)			(0.9	)			(0.4	)			(41	)%
Development costs			--				(0.7	)			(0.7	)			(100	)%
Total Other expense			(1.2	)			--				(1.2	)			100	%
Net Loss from continuing operations			(6.8	)			(2.9	)			(3.9	)			134	%

 

 

Six Months to June 30, 2024 Results

 

The table below summarizes the Company’s financial performance for the six months ended June 30, 2024.

 

		H1 2024				H1 2023				$ Change				% Change
Revenues			6.0				9.8				(3.8	)			(39	)%
Cost of Sales			(2.4	)			(2.0	)			(0.4	)			20	%
Gross Profit			3.6				7.8				(4.2	)			(54	)%
Gross Margin			60	%			80	%			-				(25	)%
Selling and General Expenses			(7.0	)			(3.6	)			3.4				94	%
Interest Charges			(8.3	)			(7.9	)			(0.4	)			(5	)%
Depreciation and amortization			(1.1	)			(1.8	)			(0.7	)			(39	)%
Development costs			--				(0.8	)			(0.7	)			(100	)%
Total Other expense			(1.7	)			--				(1.7	)			100	%
Net Loss from continuing operations			(14.5	)			(6.2	)			8.3				134	%

 

The above should be read in conjunction with the Company’s Form 10-Q as of and for the three and six months ended June 30, 2024, as filed with the US Securities and Exchange Commission (SEC), available at www.sec.gov and on the Company’s website at https://ir.alternusce.com/sec-filings/ .

 

Restatement of Results from Three Months ended March 31, 2024

 

Alternus also filed an Amendment No. 1 on Form 10-Q/A to restate certain information in the Company’s previously issued condensed consolidated financial statements as of and for the three months ended March 31, 2024. The items amended in the Original Filing are listed under “Items Amended in the Form 10-Q/A”, summarized below:

 

$1.6 miilion accounts receivable adjustment – In the sale agreement for the Polish subsidiaries sold on January 18, 2024, there was a €1.5 million ($1.6 million) holdback by the buyer for any post transactional risks that could occur. Management determined this was in fact not a trade receivable and should be included as “Other Receivable” on the Company’s Condensed Consolidated Balance Sheets.

 

$0.8 million capitalized interest adjustment – Management identified that interest on U.S. loans utilized for current construction projects was included as Interest Expense. Management determined the interest on these loans should be capitalized as part of the cost of the project. This resulted in the reclassification of interest expense to the Company’s Condensed Consolidated Balance Sheets.

 

$0.179 miilion gain on extinguishment of debt - In January of 2024, the Company issued 7,765,000 shares of restricted common stock valued at $1.23 per share to Nordic ESG and Impact Fund SCSp (“Nordic ESG”) as settlement of AEG’s €8m note. The closing price of the common shares issued at settlement had a fair value of $9,550,950. At the time of settlement, the carrying value of the debt and outstanding interest was $9,730,260 resulting in a $179,310 gain at time of conversion. Management identified this gain was not included in the original Form 10-Q.

 

Other than the “Items Amended in this Form 10-Q/A,” disclosures in the Original Filing remain unchanged.

 

 

About Alternus Clean Energy Inc.

 

Alternus is a transatlantic clean energy independent power producer. Headquartered in the United States, we currently develop, install, own, and operate utility scale solar parks in North America and Europe. 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.alternusce.com

 

Forward-Looking Statements

 

 Certain information contained in this release, including any information on the Company’s plans or future financial or operating performance and other statements that express the Company’s management’s expectations or estimates of future performance, constitute forward-looking statements. When used in this notice, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Such statements are based on a number of estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond the control of the Company. The Company cautions that such forward-looking statements involve known and unknown risks and other factors that may cause the actual financial results, performance or achievements of the Company to differ materially from the Company’s estimated future results, performance or achievements expressed or implied by the forward-looking statements. These statements should not be relied upon as representing Alternus’ assessments of any date after the date of this release. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

 

For More Information:

 

Alternus Energy Investor Relations

ir@alternusenergy.com

+1 (913) 815-1557

 

 

5

Exhibit 99.2

 

Three more Wind-Powered Microgrid™ projects ordered for Hawaii

 

Alternus Clean Energy and Partner Hover Energy Accelerating Pace of Installations with Contracts Completed for Additional Units Valued Between $3m- $4m

 

Fort Mill, SC, August 28, 2024 – Alternus Clean Energy Inc. (“Alternus”, Nasdaq ALCE) is pleased that just ten days after its partner Hover Energy LLC (“Hover”) and Hawaii Construction & Development Consulting (“HCDC”) announced their first joint renewable microgrid project in Hawaii as part of HCDC’s renovation of Union Plaza in downtown Honolulu, the parties have agreed to terms for three additional projects. Installation is expected to begin in Q4 2024, contingent on permitting, with revenues following immediately thereafter.

  

Totaling 1MW in installed capacity, the four projects are expected to generate approximately 1.3GWh of clean energy annually, offsetting nearly 100% of annual power consumption. The total contract value of the projects is between $3-$4 million, depending on final configurations, with more than a dozen additional projects in the pipeline.

 

As previously announced, Alternus and Hover confirmed plans to strengthen their collaboration via the completion of binding terms that will see the formation of a new joint venture company, of which Alternus will own 51% and Hover 49%. The joint venture is designed to strategically leverage the strengths of Hover Energy’s patented Microgrid portfolio—comprising wind generators and energy control systems—alongside Alternus’ expertise in solar energy, project finance, development, and acquisition. The Hawaii contracts, along with approximately 60 MW in Hover’s current pipeline, are expected to be transferred to the joint venture when it is established later this year.

 

Chris Griffin, CEO of Hover: “We are thrilled with the progress with HCDC as we continue to deliver on the promise of providing clean energy to our customers ’8760’ (every hour of the year). Hawaii has the highest electricity rates in the United States, but it also has some of the best sun and wind in the world. Coupled with some of the nation’s highest tax credits and incentives, Hawaii represents an enormous opportunity. To meet this demand, Hover and Alternus are planning the creation of an SPV with their local partners that would facilitate ongoing sales and deployment of our unique Microgrid solutions in Hawaii.”

 

Vincent Browne, CEO of Alternus said, “We are very excited about the recent orders in Hawaii, and look forward to growing our joint business there going forward. This is further validation of the partnership with Hover and our growing list of regional partnerships driving renewable energy forward. With Alternus’ experience in solar and project finance, development and acquisition, along with Hover’s wind and control system technologies, we can truly unlock the potential of clean energy microgrids and capture our fair share of the explosive growth expected over the next five years. Our move into Microgrids complements our existing utility scale business segment which is focused on larger solar and storage parks that connect directly to utility grids. The combination of the two market segments allows us to have shorter paths to revenues and cashflows that support the longer timelines required for utility scale projects. We look forward to announcing more Microgrid and utility projects in the near term as we continue our goal of having over 1GW of operating projects within the next few years”

 

 

About Alternus Clean Energy: 

 

Alternus is a transatlantic clean energy independent power producer. Headquartered in the United States, we currently develop, install, own, and operate utility scale solar parks in North America and Europe. 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.

 

About Hover Energy:

 

Hover Energy, LLC is a pioneering provider of sustainable energy solutions committed to driving innovation in the renewable energy sector. With a focus on designing, developing, and deploying its patented Wind-Powered Microgrid^TM, Hover Energy is dedicated to building a more efficient, cleaner, and more sustainable future for generations to come. For more information about Hover Energy and its sustainable energy solutions, please visit https://HoverEnergy.com.

 

About Hawaii Construction & Development Consulting:

 

HCDC was founded to provide a smarter solution to development in Hawaii, with a focus on truly sustainable development with our partner organization, NetZero Hawaii. We believe that smart, sustainable housing is everyone’s right. HCDC is committed to expanding the availability of housing in Hawaii, focusing on LEED Platinum Certification and NetZero principles. For more information about HCDC and its sustainable solutions, please visit https://www.hawaiicdc.com.

 

Forward-Looking Statements

 

Certain information contained in this release, including any information on the Company’s plans or future financial or operating performance and other statements that express the Company’s management’s expectations or estimates of future performance, constitute forward-looking statements. When used in this notice, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Such statements are based on a number of estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond the control of the Company. The Company cautions that such forward-looking statements involve known and unknown risks and other factors that may cause the actual financial results, performance or achievements of the Company to differ materially from the Company’s estimated future results, performance or achievements expressed or implied by the forward-looking statements. These statements should not be relied upon as representing Alternus’ assessments of any date after the date of this release. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

 

Media Contact: Cal Collier. cec@alternusenergy.com

 

 

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Entity Address, Address Line One	360 Kingsley Park Drive
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---