Alfen
Semi-annual Report 2020
Enabling the
energy transition
ALFEN N.V.
Unaudited condensed
interim consolidated financial
statements for the six months ended 30 June 2020
Alfen N.V.
Amsterdam, the Netherlands
Report of the Management Board | 6 |
Condensed interim consolidated financial statements
for the six months ended 30 June 2020 | 13 |
Condensed interim consolidated statement of comprehensive income | 14 |
Condensed interim consolidated statement of financial position | 15 |
Condensed interim consolidated statement of changes in equity | 16 |
Condensed interim consolidated statement of cash flows | 17 |
Notes to the condensed interim consolidated financial statements | 18 |
Disclaimer | 26 |
Report of the
Management
Board
Report of the Management Board
Report of the
Management
Board
This semi-annual report of Alfen N.V. (hereafter "Alfen" or "the Company") for the six months ended 30 June 2020 consists of the semi-annual report of the management board of the Company (the "Management Board"), including the responsibility statement by the Management Board, and the Condensed Interim Consolidated Financial Statements and the accompanying notes. All information included in this report is unaudited.
The Management Board hereby declares that to the best of its knowledge, the semi-annual report of the Management Board gives a fair review
of the information required pursuant to section 5:25d sub 8-9 of the Dutch Financial Markets Supervision Act ("Wet op het financieel toezicht") and the Condensed Interim Consolidated Financial Statements as at and for the six months ended 30 June 2020, which have been prepared in accordance with IAS 34 - Interim Financial Reporting as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit of the Company and the undertakings included in the consolidation taken as a whole.
Alfen is listed on the Amsterdam Stock Exchange.
6 Alfen | Semi-annual Report 2020
Report of the Management Board
Financial performance
Revenue and other income
(in EUR million)
+47%
90.3
61.6
HY1 2019 | HY1 2020 |
Revenue and other income increased by 47% from €61.6 million in the first half-year of 2019 to €90.3 million in the first half-year of 2020, driven by continued investments in the energy transition.
In the Smart grid solutions business line, HY1
2020 revenues were €57.8 million, a growth of 23% compared with €47.2 million in the first half of 2019. Alfen continued to benefit from grid investments, investments related to solar PV and revenues from service. Alfen Elkamo contributed €8.1 million to HY1 2020 revenues. COVID-19 had limited effect on Smart grids in the first half-year as Alfen experienced a continued focus on grid expansion by the grid operators. Additionally, microgrid projects regained momentum after some project execution delays due to country lockdowns in the second quarter.
In the EV charging equipment business line, HY1 2020 revenues were €24.7 million, compared with €9.7 million in the first half of 2019. A growth of 154%, driven by increasing volumes under framework agreements that have been set-up over the past years, new client wins and further internationalisation. Although the market for light duty vehicles has been impacted by COVID-19, the electric vehicle segment has proven to be more resilient.
Alfen | Semi-annual Report 2020 | 7 |
Report of the Management Board
Additionally, governments across Europe have announced additional incentive packages to further boost EVs such as Germany and France doubling existing subsidies on electric vehicles, Spain unveiling a €3.75 billion plan to boost electric driving, Italy increasing subsidies on EVs and the UK omitting the benefit-in-kind tax on company lease cars that are fully electric. Alfen is well positioned to benefit from further market growth with its strong market position, broad international presence, its significantly expanded production capacity and its continuous focus on innovation.
In the Energy storage systems business line, HY1 revenues were €7.8 million, a growth of 67% compared with €4.7 million in the first half of 2019.This increase was driven by strong market momentum and contract wins in the last months of 2019 as well as in Q1 2020. However, as a result of COVID-19, market circumstances were again challenging in Q2 this year as decision making was postponed across the industry. In this market dynamic, Alfen's proven track record across multiple storage applications is playing to its advantage as well as its strong market position.
Adjusted EBITDA
(in EUR million)
+107% | |
10.0 | |
4.9 | |
HY1 2019 | HY1 2020 |
EBITDA and net profit
Profitability in the first half-year of 2020 improved compared to the first half-year of 2019, driven by revenue growth and leverage from increased scale. Within our business units, we experience a shift towards increasingly complex solutions.
EBITDA increased by 116% from €4.5 million in HY1 2019 to €9.7 million in HY1 2020. EBITDA adjustments in the first half-year of 2020 amounted to €0.4 million (versus €0.4 million in the first half-year of 2019) and comprised of share-based payment expenses associated with the Celebration Share Award Plan and Long-Term Incentive Plans (see Note 7) and a related party consultancy fee (see Note 11). Adjusted EBITDA amounted to €10.0 million, an increase of 107% versus €4.9 million in the first half-year of 2019.
Net profit in the first half-year of 2020 amounted to €4.9 million (versus €1.1 million in the first half-year of 2019). Adjusted for one-off costs and special items after tax, net profit amounted to €5.3 million (versus €1.4 million in the first half-year of 2019).
8 Alfen | Semi-annual Report 2020
Report of the Management Board
The following summary reconciles EBITDA and net profit with the adjusted EBITDA and adjusted net profit:
In EUR '000 | 30 June 2020 | 30 June 2019 |
(Unaudited) | (Unaudited) | |
EBITDA | 9,654 | 4,477 |
Related party consultancy fee | 32 | 94 |
Audit fee related to new IFRS Accounting Standards | - | 22 |
Share-based payment expenses | 337 | 257 |
Adjusted EBITDA | 10,023 | 4,850 |
Net profit / (loss) | 4,896 | 1,091 |
Aggregated one-off costs and special items after tax | 361 | 344 |
Adjusted Net profit / (loss) | 5,257 | 1,435 |
Finance income and costs in HY1 2020 decreased with €52 thousand to €354 thousand, compared to €406 thousand in the first half-year of 2019.
The effective tax rate in the first half-year of 2020 decreased compared to the first half-year of 2019, mainly caused by deductible expenses recognised in Equity related to the issuance of ordinary shares (see Note 8).
Finance and investments
Net cash position at 30 June 2020 amounted to €17.2 million, compared to a net debt position of €19.3 million at 31 December 2019. Net cash at 30 June 2020 was positively impacted by the share issuance in June
2020 for an amount of €49.4 million (net of directly attributable costs). Excluding this effect, net debt at
30 June 2020 amounted to €32.2 million, compared to €19.3 million at 31 December 2019.
The increased net debt position (adjusted for the positive impact of issuance of shares) is primarily caused by the strong working capital increase from €3.1 million at 31 December 2019 to €14.8 million at 30 June 2020, due to pre-deliveries in the supply chain to cover the summer period, strategic stock for additional resilience related to COVID-19 as well as increased stock levels reflecting further growth of the business. Furthermore, contract balances increased as a result of a timing effect in triggering payment milestones.
The net debt position is further impacted by the increase in lease liabilities to an amount of €10.0 million (versus €8.3 million at 31 December 2019), mainly due to new leasing contracts in the asset class Land & Buildings comprising of new production and office facilities.
Solvency (equity divided by total assets) stood at 49.6% at the end of June 2020 compared to 17.0% at the end of December 2019 as a result of the capital that Alfen raised in June 2020.The proceeds will be used to further strengthen Alfen's position as a provider of smart energy solutions.
Capital expenditure amounted to €4.9 million as compared to €3.2 million in the same period of 2019. Capex in HY1 2020 includes investments in new moulds for the Smart grids as well as investments in a new and significantly larger EV charging production facility. Additionally, Alfen capitalised €2.5 million (versus €2.0 million in the first half-year of 2019) of development costs, which demonstrates the company's continued efforts to invest in innovations for the future.
Related party transactions
Transactions with the most important related parties are disclosed in Note 11 of the condensed interim consolidated financial statements.
Alfen | Semi-annual Report 2020 | 9 |
Report of the Management Board
Principle risks and uncertainties
In our Annual Report 2019, we have extensively described certain risks and uncertainties, which could have a material adverse effect on our financial position and results. We believe that the risks identified for the second half of 2020 are unchanged compared to the risks that were presented in our Annual Report 2019. While COVID-19 had limited effect on the first half- year there still remains an inherent macro-economic uncertainty for the second half-year of 2020 that might have an adverse effect on order intake and subsequently on revenue.
Investments
Our organisation grew from 497 FTEs at 31 December 2019 to 563 FTEs at 30 June 2020, including 84 FTEs at Alfen Elkamo. Anticipating further growth and internationalisation, we expect a further increase in FTEs for the second half-year of 2020. Investment plans for the second half-year of 2020 primarily relate to R&D as well as further investments in property, plant and equipment, specifically related to moulds for the Smart grids, our IT-infrastructure and continued investments in the EV charging production facility (initiated in the first half-year of 2020).
Outlook
Alfen anticipates positive market developments in all its business lines.The markets for Smart grid solutions and EV charging are expected to remain strong.
The latter also further bolstered by the EV incentive packages across Europe that were announced as a result of the corona crisis. Furthermore, the long-term market fundamentals for energy storage remain solid. Alfen is well positioned to benefit from these market developments based on its strong market position. While COVID-19 had limited effect on the first half-year, there remains an inherent macro-economic uncertainty for the second half-year of 2020.
Alfen continues to invest in its organisation, innovation and production facilities. With the additional capital that Alfen raised in June 2020, Alfen has more financial flexibility to further strengthen and expand its international footprint throughout Europe as well as further investing in research & development. Moreover, Alfen continues to invest in further optimisation of its business and processes.
Based on the first half-year performance and current revenue visibility, the company reconfirms its full-year 2020 revenue outlook of €180-200m.
Almere, 25 August 2020 | |
Board of Directors | |
Marco Roeleveld | Jeroen van Rossen |
CEO | CFO |
10 Alfen | Semi-annual Report 2020
Condensed interim consolidated financial statements
Condensed interim consolidated financial statements for the six months ended 30 June 2020
Alfen | Semi-annual Report 2020 13
Condensed interim consolidated statement of comprehensive income
Condensed interim consolidated statement of comprehensive income
In EUR '000 | Note | 30 June 2020 | 30 June 2019 |
(Unaudited) | (Unaudited) | ||
Continuing operations | |||
Revenue | 6 | 90,327 | 61,505 |
Other income | 6 | - | 66 |
90,327 | 61,571 | ||
Operating expenses | |||
Costs of raw materials and consumables | (54,531) | (36,513) | |
Costs of outsourced work and other external costs | (3,756) | (2,805) | |
Personnel expenses | (17,107) | (13,343) | |
Amortisation on intangible assets | (1,291) | (1,085) | |
Depreciation on property, plant and equipment | (1,791) | (1,473) | |
Impairment loss on trade receivables and contract assets | - | (53) | |
Other operating costs | 7 | (5,279) | (4,380) |
(83,755) | (59,652) | ||
Operating profit | 6,572 | 1,919 | |
Finance income | 3 | 8 | |
Finance costs | (357) | (414) | |
Finance income (costs) - net | (354) | (406) | |
Profit (loss) before income tax | 6,218 | 1,513 | |
Income tax expense | 8 | (1,322) | (422) |
Profit (loss) for the period | 4,896 | 1,091 | |
Other comprehensive income for the period | - | - | |
Total comprehensive income for the period | 4,896 | 1,091 | |
Total comprehensive income for the period | 4,896 | 1,091 | |
(attributable to the owners of the Company) | |||
Earnings per share for profit attributable to the | |||
ordinary equity holders | |||
Basic earnings per share | 0.24 | 0.05 | |
Diluted earnings per share | 0.24 | 0.05 | |
Weighted average number of outstanding | |||
ordinary shares | |||
Basic | 20,075,131 | 20,000,000 | |
Diluted | 20,116,294 | 20,004,025 |
The above statement of comprehensive income should be read in conjunction with the accompanying notes. The notes are integral part of the semi-annual report.
14 Alfen | Semi-annual Report 2020
Condensed interim consolidated statement of financial positition
Condensed interim consolidated statement of financial position
In EUR '000 | Note | 30 June 2020 | 31 December 2019 |
(Unaudited) | (Audited) | ||
Assets | |||
Non-current assets | |||
Property, plant and equipment | 19,613 | 16,360 | |
Intangible assets and goodwill | 12,420 | 11,224 | |
Deferred tax assets | 163 | 36 | |
Receivables | 125 | 112 | |
Total non-current assets | 32,321 | 27,732 | |
Current assets | |||
Inventories | 21,803 | 14,411 | |
Trade and other receivables | 44,552 | 33,863 | |
Current tax receivables | 110 | 488 | |
Cash and cash equivalents | 35,756 | 134 | |
Total current assets | 102,221 | 48,896 | |
Total assets | 134,542 | 76,628 | |
Group equity | |||
Share capital | 2,175 | 2,000 | |
Share premium | 50,157 | 1,913 | |
Retained earnings | 7 | 9,472 | 3,510 |
Result for the year | 4,896 | 5,625 | |
Total group equity | 66,700 | 13,048 | |
Liabilities | |||
Non-current liabilities | |||
Borrowings | 9 | 13,265 | 12,414 |
Deferred tax liabilities | 2,414 | 2,189 | |
Provisions | 39 | 39 | |
Total non-current liabilities | 15,718 | 14,642 | |
Current liabilities | |||
Trade and other payables | 45,244 | 40,272 | |
Current tax liabilities | 1,224 | 1,428 | |
Bank overdrafts | 482 | 3,267 | |
Borrowings | 9 | 4,787 | 3,707 |
Deferred revenue | 387 | 264 | |
Total current liabilities | 52,124 | 48,938 | |
Total liabilities | 67,842 | 63,580 | |
Total equity and liabilities | 134,542 | 76,628 |
The above statement of financial position should be read in conjunction with the accompanying notes. The notes are integral part of the semi-annual report.
Alfen | Semi-annual Report 2020 15
Condensed interim consolidated statement of changes in equity
Condensed interim consolidated statement of changes in equity
In EUR '000 | Note | Attributable to equity owners of Alfen N.V. | ||||
Share | Share | Retained | Result for | Total | ||
capital * | premium | earnings | the year | equity | ||
Balance - 1 January 2019 (audited) | 2,000 | 1,913 | 3,285 | (263) | 6,935 | |
Profit (loss) for the period | - | - | - | 5,625 | 5,625 | |
Other comprehensive income (loss) | - | - | - | - | - | |
Total comprehensive income (loss) for the period | - | - | - | 5,625 | 5,625 | |
Transactions with owners in their capacity as owners | ||||||
Issuance of ordinary shares | - | - | - | - | - | |
Share-based payment transactions | 7 | - | - | 488 | - | 488 |
Dividend | - | - | - | - | - | |
Allocation of profit (loss) | - | - | (263) | 263 | - | |
Balance - 31 December 2019 (audited) | 2,000 | 1,913 | 3,510 | 5,625 | 13,048 | |
Profit (loss) for the period | - | - | - | 4,896 | 4,896 | |
Other comprehensive income (loss) | - | - | - | - | - | |
Total comprehensive income (loss) for the period | - | - | - | 4,896 | 4,896 | |
Transactions with owners in their capacity as owners | ||||||
Issuance of ordinary shares | 175 | 49,259 | - | - | 49,434 | |
Purchase of treasury shares | - | (1,015) | - | - | (1,015) | |
Share-based payment transactions | 7 | - | - | 337 | - | 337 |
Dividend | - | - | - | - | - | |
Allocation of profit (loss) | - | - | 5,625 | (5,625) | - | |
Balance - 30 June 2020 (unaudited) | 2,175 | 50,157 | 9,472 | 4,896 | 66,700 |
*The outstanding ordinary shares of 21,750,000 includes 55,416 treasury shares.
The above statement of changes in equity should be read in conjunction with the accompanying notes. The notes are integral part of the semi-annual report.
16 Alfen | Semi-annual Report 2020
Condensed interim consolidated statement of cash flows
Condensed interim consolidated statement of cash flows
In EUR '000 | Note | 30 June 2020 | 30 June 2019 |
(Unaudited) | (Unaudited) | ||
Cash flows from operating activities | |||
Operating profit | 6,572 | 1,919 | |
Adjustments for: | |||
Depreciation, amortisation and impairment expenses | 3,082 | 2,558 | |
Change in provision | - | - | |
Change in non-current receivables | (13) | 8 | |
Share-based payment expenses | 7 | 337 | 257 |
Changes in operating assets and liabilities: | |||
(Increase)/decrease inventories | (7,393) | (6,449) | |
(Increase)/decrease contract balances | (3,062) | 3,079 | |
(Increase)/decrease trade and other receivables | (4,838) | (4,205) | |
Increase/(decrease) trade and other payables | 2,360 | 2,196 | |
Cash generated from operations | (2,955) | (637) | |
Income taxes (paid)/received | (1,051) | 103 | |
Interest paid | (273) | (260) | |
Interest received | 3 | 8 | |
Net cash inflow/(outflow) from operating activities | (4,276) | (786) | |
Cash flows from investing activities | |||
Payment for property, plant and equipment | (2,373) | (1,234) | |
Payment for intangible assets | (2,486) | (1,977) | |
Net cash inflow/(outflow) from investing activities | (4,859) | (3,211) | |
Cash flows from financing activities | |||
Proceeds from issuance of shares | 49,434 | - | |
Purchase of treasury shares | (1,015) | - | |
Proceeds from borrowings | 9 | 772 | 1,002 |
Repayments of borrowings | 9 | (1,648) | (1,471) |
Dividends paid to company's shareholders | - | - | |
Net cash inflow/(outflow) from financing activities | 47,542 | (469) | |
Net increase/(decrease) in cash and cash equivalents | 38,407 | (4,466) | |
Cash and cash equivalents at the beginning of the half-year | (3,133) | (7,075) | |
Cash and cash equivalents at the end of the half-year | 35,274 | (11,541) |
The above statement of cash flows should be read in conjunction with the accompanying notes. The notes are integral part of the semi-annual report.
Alfen | Semi-annual Report 2020 17
Notes to the condensed interim consolidated financial statements
Notes to the condensed interim consolidated financial statements
Note | |
1 | General information |
Alfen N.V. (hereafter "Alfen" or "the Company") is a public limited liability company (N.V.) which main activity is to develop, produce and sell products, systems and services related to the electricity grid, including smart grid solutions, charging equipment for electric vehicles and energy storage systems. Alfen's main geographic focus is the Netherlands, followed by Finland, Belgium, Germany, the United Kingdom, France and the rest of Europe.
These condensed interim consolidated financial statements as at and for the six months ended 30 June 2020 comprise the Company and its subsidiaries (together referred to as "the Group").The condensed interim consolidated financial statements are unaudited.
Alfen is the holding company of the Group. Alfen was listed on the Amsterdam Stock Exchange on 22 March 2018 and has its registered office at Hefbrugweg 28, 1332 AP, Almere, the Netherlands.The statutory seat is in Amsterdam, the Netherlands.
Alfen is registered in the Chamber of Commerce under number 644.62.846.
This semi-annual report was authorised for issue by the Company's Board of Directors and approved by the Supervisory Board on 25 August 2020.
Note
2 Summary of significant accounting policies
Basis of preparation
The condensed interim consolidated financial statements as at and for the six months ended 30 June 2020 have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the European Union.They do not include all of the information required for a complete set of IFRS financial statements and should be read in conjunction with Alfen's Annual Report 2019.
All amounts have been rounded to the nearest thousand, unless otherwise indicated.
Basis of measurement
The accounting policies adopted are consistent with those applied in the IFRS consolidated financial statements as at and for the year ended 31 December 2019.
18 Alfen | Semi-annual Report 2020
Note
3 Critical accounting estimates and judgements
The preparation of the condensed interim consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reported periods.The estimates and associated assumptions are based on historical experiences and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.
The significant judgements made by management in applying the Company's accounting policies and the key sources of estimation uncertainty were the same as those described in the last annual financial statements.
Note | Changes in accounting |
4 | |
policies and disclosures |
The accounting policies adopted are consistent with those applied in the IFRS consolidated financial statements as at and for the year ended 31 December 2019.
A number of new amendments to standards are effective from 1 January 2020 but they do not have a material effect on the Company's condensed interim consolidated financial statements.
Notes to the condensed interim consolidated financial statements
New standards and interpretations not yet adopted
Certain new accounting standards and amendments to standards have been published that are not mandatory for reporting periods starting on or after 1 January 2020 and have not been early adopted by the Company.
For none of these standards that are not yet effective it is expected that they have a material impact on the Company in the current or future reporting periods and on foreseeable future transactions.
Note | |
5 | Segment information |
The Company is engaged in the business of developing, producing and selling various products, systems and services related to the electricity grid.There is a strong interrelationship between the Company's different business activities, hence Management reviews the overall business based on the Company's profitability.
All financial segment information can be found in the condensed interim consolidated financial statements.
Alfen | Semi-annual Report 2020 19
Notes to the condensed interim consolidated financial statements
Note | ||||
6 | Revenue and other income | |||
The Company's operations and main revenue streams | ||||
from contracts with customers are those described in | ||||
Alfen's Annual Report 2019. | ||||
The Company derives the following revenues and other | ||||
income per business line: | ||||
In EUR '000 | 30 June 2020 | 30 June 2019 | ||
(Unaudited) | (Unaudited) | |||
Smart grid solutions | 57,832 | 47,162 | ||
Energy storage systems | 7,814 | 4,688 | ||
EV charging equipment | 24,681 | 9,721 | ||
90,327 | 61,571 | |||
Smart grid solutions and Energy storage systems | ||||
revenue generated by entities domiciling in the | ||||
Netherlands and Belgium amounting to €55.5 and €2.0 | ||||
million, respectively, is considered to be over time | ||||
revenue for which the cost-to-cost method is applied by | ||||
the Company. Smart grid solutions revenue generated | ||||
by Alfen Elkamo - i.e. €8.1 million - as well as the | ||||
Company's EV charging equipment revenue of €24.7 | ||||
million is considered to be point-in-time revenue. | ||||
Revenue and other income by region based on the | ||||
destination of products and location of projects: | ||||
In EUR '000 | 30 June 2020 | 30 June 2019 | ||
(Unaudited) | (Unaudited) | |||
The Netherlands | 64,045 | 42,132 | ||
Other European Union countries | 25,612 | 18,039 | ||
Rest of Europe | 661 | 702 | ||
Outside Europe | 9 | 698 | ||
90,327 | 61,571 |
Other income recognised in financial year 2019 comprise of a government grant and relates to the subsidy for a project to realise an off-grid energy system in rural Africa that combines solar and energy storage.
20 Alfen | Semi-annual Report 2020
Notes to the condensed interim consolidated financial statements
Note | ||||
7 | Share-based payments | |||
Share award plans | ||||
Celebration Share Award Plan | ||||
On 22 March 2018, the Management Board of Alfen | ||||
granted to all eligible employees conditional rights to | ||||
acquire a cumulative total of 118,429 existing Ordinary | ||||
Shares or 0.6% of the issued share capital of the | ||||
Company for no consideration under a one-off share | ||||
incentive. | ||||
The conditional rights to acquire existing Ordinary | ||||
Shares granted were exercisable in exchange for | ||||
Ordinary Shares on the day that is two years after | ||||
the grant date, on the condition that the relevant | ||||
employee of Alfen continued to be employed by the | ||||
Company on this date (subject to certain arrangements | ||||
for exceptional circumstances, such as death of the | ||||
employee). | ||||
The Company entered into an agreement with the | ||||
Selling Shareholders on 12 March 2018 pursuant to | ||||
which Alfen has the right to acquire from the Selling | ||||
Shareholders for no consideration a number of Ordinary | ||||
Shares equal to the number of conditional rights | ||||
exercised by eligible employees, being no more than | ||||
120,000 Ordinary Shares. | ||||
The Celebration Share Award Plan was settled on 22 | ||||
March 2020. | ||||
Long-term incentive plan - Key employees | ||||
The Management Board of Alfen recognises the | ||||
importance of its key employees to the future success of | ||||
the Company.Therefore, on 4 October 2018, a long-term | ||||
incentive plan ('LTIP Key employees') was introduced | ||||
for a number of designated employees within the group | ||||
of the Company. | ||||
The following grants, comprising of Ordinary Shares in | ||||
the Company, have been made under this plan: | ||||
Grant date | Number of Awards Granted | Exercise price | ||
1 January 2019 | 37,316 | Nil | ||
1 January 2020 | 38,434 | Nil |
Alfen | Semi-annual Report 2020 21
Notes to the condensed interim consolidated financial statements
The conditional rights to acquire existing Ordinary Shares granted will be exercisable in exchange for Ordinary Shares on the day that is four years after the grant date, on the condition that the relevant employee of Alfen continues to be employed by the Company on this date (subject to certain arrangements for exceptional circumstances, such as death of the employee). Besides the aforementioned service vesting condition no other vesting conditions are applicable for the LTIP Key employees.
Long-term incentive plan - Board of Directors
As part of the newly introduced remuneration policy, which has been adopted by the general meeting of shareholders on 8 April 2020, a long-term incentive plan for the Board of Directors ('LTIP Board of Directors') was introduced in order to increase the alignment between shareholder's interest and the interest of the Board of Directors.
The following grant, comprising of Ordinary Shares in the Company, has been made under this plan:
Grant date | Number of Awards Granted | Exercise price |
8 April 2020 | 13,783 | Nil |
The conditional rights to acquire existing Ordinary Shares granted will be exercisable in exchange for Ordinary Shares on the day that is three years after inception of the service and performance period, subject to continued employment as a member of the Board of Directors and certain non-market based performance vesting conditions.
The service and performance period are starting on the 1st of January of the applicable financial year, in which the grant has been made. Besides the aforementioned service and performance vesting conditions there is one additional condition in place, which is an one year holding period for the Board of Directors after vesting date.
22 Alfen | Semi-annual Report 2020
Notes to the condensed interim consolidated financial statements
Summary of changes in outstanding shares
Changes in outstanding shares for the period: | |||
LTIP | LTIP | Celebration | |
Key employees | Board of Directors | Share Award Plan | |
Balance - 1 January 2019 (audited) | - | - | 108,761 |
Granted | 37,316 | - | - |
Forfeited | (2,185) | - | (14,523) |
Exercised | - | - | - |
Expired | - | - | - |
Balance - 31 December 2019 (audited) | 35,131 | - | 94,238 |
Granted | 38,434 | 13,783 | - |
Forfeited | (1,123) | - | - |
Exercised | - | - | (94,238) |
Expired | - | - | - |
Balance - 30 June 2020 (unaudited) | 72,442 | 13,783 | - |
None of the outstanding shares related to the LTIP Key | |||
employees and LTIP Board of Directors are exercisable | |||
at 30 June 2020. | |||
Fair value measurement | |||
The Company used the Black & Scholes model to | |||
determine the fair value of the share-based payment | |||
plans at grant date.The market price of the Company's | |||
Ordinary Shares for the different plans at grant date | |||
was: | |||
Share award plans | Grant date | Grant date fair value | |
Celebration Share Award Plan | 22 March 2018 | €10.00 | |
Long-term Incentive Plan - Key employees | 1 January 2019 | €12.31 | |
Long-term Incentive Plan - Key employees | 1 January 2020 | €16.44 | |
Long-term Incentive Plan - Board of Directors | 8 April 2020 | €24.55 |
The present value for expected dividend over the vesting period for all plans is nil, because the Company has currently no intention to distribute dividends in the foreseeable future in order to be able to further invest in the growth of the Company. Consequently and in conjunction with an exercise price of nil, both the expected volatility and risk-free-rate have no impact on the fair value determination at grant date.
Alfen | Semi-annual Report 2020 23
Notes to the condensed interim consolidated financial statements
Share-based payment expenses
Share-based payment expenses recognised as other operating expenses in the statement of comprehensive income:
In EUR '000 | 30 June 2020 | 30 June 2019 |
(Unaudited) | (Unaudited) | |
Celebration Share Award Plan | 167 | 203 |
LTIP Key employees | 125 | 54 |
LTIP Board of Directors | 45 | - |
Total | 337 | 257 |
Note | ||||
8 | Income tax expense | |||
The tax on the Company's profit before tax differs from | ||||
the statutory amount that would arise using the tax rate | ||||
applicable to profits of the entity.The reconciliation of | ||||
the effective tax rate is as follows: | ||||
In EUR '000 | 30 June 2020 | 30 June 2019 | ||
(Unaudited) | (Unaudited) | |||
Result from continuing operations | 4,896 | 1,091 | ||
Total income tax | (1,322) | (422) | ||
Profit (loss) before income tax | 6,218 | 1,513 | ||
Tax calculated based on Dutch tax rate | 25.0% | 25.0% | ||
Tax effects of: | ||||
- adjustments for previous years | (0.4%) | (1.7%) | ||
- effect of tax rates in other countries | 0.7% | 0.4% | ||
- non-taxable expenses | 1.6% | 4.8% | ||
- deductible expenses recognised in equity | (5.3%) | 0.0% | ||
- other differences | (0.3%) | (0.6%) | ||
Effective tax rate | 21.3% | 27.9% | ||
Applicable tax rate | 25.0% | 25.0% |
Non-taxable items are mainly related to non-deductibleshare-based payment expenses relating to the Celebration Share Award Plan and LTIP. The deductible expenses recognised in Equity relate to expenses directly attributable to the issuance of ordinary shares.
24 Alfen | Semi-annual Report 2020
Notes to the condensed interim consolidated financial statements
Note | ||||
9 | Borrowings | |||
In EUR '000 | 30 June 2020 | 31 December 2019 | ||
(Unaudited) | (Audited) | |||
Borrowings | 6,365 | 6,902 | ||
Factoring Alfen Elkamo | 1,724 | 952 | ||
Lease liabilities | 9,963 | 8,267 | ||
Total | 18,052 | 16,121 | ||
The repayment obligations are as follows: | ||||
Breakdown current (<1 year) | 4,787 | 3,708 | ||
Borrowings | 1,075 | 1,086 | ||
Factoring Alfen Elkamo | 1,724 | 952 | ||
Lease liabilities | 1,988 | 1,670 |
Note | Financial instruments by |
10 | |
category |
The Company has no financial assets or liabilities measured at fair value.
At 30 June 2020 and 31 December 2019, the carrying amounts of cash and cash equivalents, trade and other receivables and trade and other payables approximated their fair values due to the short-term maturities of these assets and liabilities.The fair values of the long- term debt are not materially different from the carrying amounts as the interest rate is a floating rate plus spread where the spread equals the current market spread.
Note | |
11 | Related party transactions |
All legal entities that can be controlled, jointly controlled or significantly influenced are considered to be a related party. Also, entities which can control, jointly control or significantly influence the Company are considered a related party. In addition, statutory and supervisory directors and close relatives are regarded as related parties.
Intercompany transactions are carried out at arm's length.
The following transactions were carried out with related parties:
- Key management compensation;
- Share-basedpayments (Note 7).
The following transactions were carried out with related parties Infestos EnergyTransition B.V. and Infestos Holding M B.V.:
- Infestos EnergyTransition B.V. and Infestos Holding M B.V. provide advisory and consulting services related to strategic decision making, change management projects and processes and various other services, including those related to legal, financial, organisational matters and other relevant expertise, for which a management fee was charged to the Company of €32 thousand for the six months ended 30 June 2020 (30 June 2019: €94 thousand). This agreement ended on 30 June 2020.
Note | Events after the reporting |
12 | |
period |
There are no events after the reporting period.
Alfen | Semi-annual Report 2020 25
Colophon
Alfen Semi-annual Report 2020
Alfen N.V.
Visiting address Hefbrugweg 28 1332 AP Almere The Netherlands
P.O. Box
Postbus 1042
1300 BA Almere
The Netherlands
Contact
Adriaan vanTets, Director Strategy and Communications ir@alfen.com
Disclaimer
This semi-annual report may include forward-looking statements. All statements other than statements of historical facts may be forward-looking statements.These forward-looking statements may be identified by the use of forward-looking terminology, including the terms such as guidance, expected, step up, announced, continued, incremental, on track, accelerating, on-going, innovation, drives, growth, optimizing, new, to develop, further, strengthening, implementing, well positioned, roll-out, expanding, improvements, promising, to offer, more, to be or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect Alfen's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to Alfen's business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements reflect the current views of Alfen and assumptions based on information currently available to Alfen. Forward-looking statements speak only as of the date they are made, and Alfen does not assume any obligation to update such statements, except as required by law.
Alfen's revenue outlook estimates are management estimates resulting from Alfen's pursuit of its strategy. Alfen can provide no assurances that the estimated future revenues will be realised and the actual revenue for 2020 could differ materially.The expected revenues have also been determined based on assumptions and estimates that Alfen considered reasonable at the date these were made.These estimates and assumptions are inherently uncertain and reflect management's views which are also based on its historic success of being assigned projects, which may materially differ from the success rates for any future projects.These estimates and assumptions may change as a result of uncertainties related to the economic, financial or competitive environment and as a result of future business decisions of Alfen or its clients, such as cancellations or delays, as well as the occurrence of certain other events.
Alfen
Semi-annual Report 2020
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Alfen NV published this content on 20 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 August 2020 08:06:01 UTC