Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2020 | Oct. 05, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | Alternus Energy Inc. | |
Entity Central Index Key | 0001621499 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Mar. 31, 2020 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 | |
Entity Ex Transition Period | false | |
Entity Common Stock Shares Outstanding | 120,520,492 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash and cash equivalents | $ 765,679 | $ 1,076,995 |
Accounts receivable | 88,502 | 210,032 |
Other receivable, sale of asset | 29,937 | 383,819 |
Prepaid expenses and other current assets, short-term portion | 535,102 | 502,054 |
Taxes recoverable | 528,466 | 610,919 |
Total Current Assets | 1,947,686 | 2,783,819 |
Investment in Energy Property and Equipment, Net | 32,362,386 | 33,459,478 |
Construction in Process | 7,580,763 | 7,270,194 |
Prepaid expenses and other current assets, long-term portion | 317,931 | 396,639 |
Goodwill | 1,438,013 | 1,353,998 |
Restricted cash | 342,729 | 349,434 |
Total Assets | 43,989,508 | 45,613,562 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 3,952,511 | 3,700,796 |
Convertible and non-convertible promissory notes, current portion | 23,107,839 | 22,705,665 |
Capital lease, current portion | 86,101 | 87,785 |
Taxes payable | 69,911 | 61,575 |
Total Current Liabilities | 27,216,362 | 26,555,821 |
Convertible and non-convertible promissory notes, net of current portion | 13,638,090 | 14,109,417 |
Capital lease, net of current portion | 885,085 | 923,948 |
Asset retirement obligation | 144,965 | 146,215 |
Total Liabilities | 41,884,502 | 41,735,401 |
Shareholders' equity | ||
Preferred Shares, $0.001 par value; 50,000,000 shares authorized, 0 and 5,000,000 issued and outstanding as of March 31, 2020 and December 31, 2019 | 0 | 5,000 |
Additional paid in capital | 15,426,099 | 15,442,118 |
Other comprehensive loss | (772,877) | (642,682) |
Accumulated deficit | (12,681,567) | (11,009,458) |
Total Shareholders' Equity | 2,105,007 | 3,878,161 |
Total Liabilities and Shareholders' Equity | 43,989,508 | 45,613,652 |
Class A common stock [Member] | ||
Shareholders' equity | ||
Total Shareholders' Equity | 118,352 | 68,183 |
Common Stock Value | 118,352 | 68,183 |
Class B Common Stock [Member] | ||
Shareholders' equity | ||
Total Shareholders' Equity | 15,000 | 15,000 |
Common Stock Value | $ 15,000 | $ 15,000 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
Shareholder's Equity | ||
Preferred stock, shares par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 5,000,000 |
Preferred stock, shares outstanding | 0 | 5,000,000 |
Class B Common Stock [Member] | ||
Shareholder's Equity | ||
Common stock, shares par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 15,000,000 | 15,000,000 |
Common stock, shares issued | 0 | 15,000,000 |
Common stock, shares outstanding | 0 | 15,000,000 |
Class A common stock [Member] | ||
Shareholder's Equity | ||
Common stock, shares par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 450,000,000 | 435,000,000 |
Common stock, shares issued | 118,351,219 | 68,182,602 |
Common stock, shares outstanding | 118,351,219 | 68,182,602 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | ||
Revenues | $ 697,703 | $ 370,131 |
Cost of revenues | (326,973) | (157,008) |
Gross Profit | 370,730 | 213,123 |
Operating Expenses | ||
Selling, general and administrative | 868,798 | 542,557 |
Depreciation and amortization | 509,332 | 167,471 |
Total Operating Expenses | 1,378,130 | 710,028 |
Loss from Operations | (1,007,400) | (496,905) |
Other Expense | ||
Interest expense | (664,641) | (887,374) |
Total other expense | (664,641) | (887,374) |
Loss before provision for income taxes | (1,672,041) | (1,384,279) |
Provision for income taxes | 0 | 0 |
Net Loss | $ (1,672,041) | $ (1,384,279) |
Basic and diluted loss per share | $ (0.02) | $ (0.01) |
Weighted average shares outstanding: | ||
Basic and diluted | 71,679,845 | 114,384,791 |
Comprehensive loss: | ||
Net loss | $ (1,672,041) | $ (1,384,279) |
Current translation adjustment unrealized loss | (130,263) | (317,664) |
Comprehensive loss | $ (1,802,304) | $ (1,701,943) |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY - USD ($) | Total | Series D, Preferred Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income/(Loss) [Member] | Accumulated Deficit [Member] | Class B Common Stock [Member] | Class A common stock [Member] |
Balance, shares at Dec. 31, 2018 | 110,726,726 | ||||||
Balance, amount at Dec. 31, 2018 | $ 5,034,364 | $ 0 | $ 13,164,601 | $ (260,424) | $ (7,980,540) | $ 0 | $ 110,727 |
Stock Compensation, shares | 21,915,876 | ||||||
Stock Compensation, amount | 1,417,864 | 0 | 1,395,948 | 0 | 0 | 0 | $ 21,916 |
Amortization of debt discount | 123,804 | 0 | 123,804 | 0 | 0 | 0 | 0 |
Unrealized loss on currency translation adjustment | (317,644) | 0 | 0 | (317,644) | 0 | 0 | 0 |
Net Loss | (1,384,279) | 0 | 0 | 0 | (1,384,279) | $ 0 | $ 0 |
Balance, shares at Mar. 31, 2019 | 30,000,000 | 369,345,040 | |||||
Balance, amount at Mar. 31, 2019 | 9,084,123 | $ 0 | 45,536,551 | (2,123,822) | (34,727,953) | $ 30,000 | $ 369,347 |
Balance, shares at Dec. 31, 2019 | 5,000,000 | 15,000,000 | 68,182,601 | ||||
Balance, amount at Dec. 31, 2019 | 3,878,161 | $ 5,000 | 15,442,118 | (642,614) | (11,009,458) | $ 15,000 | $ 68,183 |
Stock Compensation, shares | 168,618 | ||||||
Stock Compensation, amount | 29,150 | 0 | 28,981 | 0 | 0 | 0 | $ 169 |
Unrealized loss on currency translation adjustment | (130,263) | 0 | 0 | (130,263) | 0 | 0 | 0 |
Net Loss | (1,672,109) | $ 0 | 0 | 0 | (1,672,109) | 0 | $ 0 |
Conversion of preferred shares to Class A common shares, shares | (5,000,000) | 50,000,000 | |||||
Conversion of preferred shares to Class A common shares, amount | 0 | $ (5,000) | (45,000) | 0 | 0 | $ 0 | $ 50,000 |
Balance, shares at Mar. 31, 2020 | 15,000,000 | 118,351,219 | |||||
Balance, amount at Mar. 31, 2020 | $ 2,105,007 | $ 0 | $ 15,426,099 | $ (772,877) | $ (12,681,567) | $ 15,000 | $ 118,352 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2019 | |
Cash Flows from Operating Activities: | ||||
Net loss | $ (1,672,041) | $ (1,384,279) | $ (1,384,279) | |
Adjustments to reconcile net loss to net cash used in operations | ||||
Depreciation and amortization | 509,332 | 167,471 | 167,470 | |
Stock compensation costs | 29,150 | 161,686 | ||
Amortization of debt discount | 0 | 77,415 | ||
Changes in assets and liabilities, net of acquisition and disposals: | ||||
Accounts receivable and other short-term receivables | 536,017 | (20,635) | ||
Accounts payable and accrued liabilities | 240,266 | 674,486 | ||
Energy incentives earned, not yet received | 0 | (52,675) | ||
Vendor deposits and prepayments | 40,777 | 243,136 | ||
Net Cash Used in Operating Activities | (316,567) | (133,396) | ||
Cash Flows from Investing Activities: | ||||
Cash used for construction in process | (518,108) | (726,267) | ||
Net Cash Used In Investing Activities | (518,108) | (726,267) | ||
Cash Flows from Financing Activities: | ||||
Proceeds from debt, related parties | 0 | 16,350 | $ 0 | |
Payments of debt principal, related parties | (48,191) | 0 | ||
Proceeds from debt, senior debt and promissory notes | 829,947 | 826,772 | ||
Payments on debt principal, senior debt and promissory notes | (224,586) | (723,575) | ||
Payments on leased assets, principal | (21,190) | 0 | ||
Net Cash Provided by Financing Activities | 535,980 | 119,547 | ||
Effect of exchange rate on cash | (19,327) | (60,016) | ||
Net decrease in cash and cash equivalents | (318,022) | (680,100) | ||
Cash, cash equivalents, and restricted cash beginning of the period | 1,426,429 | 1,026,533 | 1,026,533 | |
Cash, cash equivalents, and restricted cash end of the period | 1,108,407 | $ 1,426,429 | 346,433 | $ 1,426,429 |
Supplemental Cash Flow Disclosure | ||||
Cash paid for interest | $ 142,818 | $ 152,929 |
Organization and Formation
Organization and Formation | 3 Months Ended |
Mar. 31, 2020 | |
Organization and Formation | |
Note 1. Organization and Formation | Alternus Energy Inc. (“We”, “ALTN” or the “Company”) was incorporated in the State of Colorado on January 1, 2000, then reorganized as a Nevada corporation on November 8, 2006. On September 11, 2008 the corporation changed its name from Asset Realization, Inc. to World Assurance Group, Inc. On April 24, 2015, the Company changed its name from World Assurance Group, Inc. to Power Clouds Inc.On November 29, 2018, the Company changed its name from Power Clouds Inc. to Alternus Energy Inc. and related stock ticker symbol change from PWCL to ALTN. AE Europe B.V. (formerly Power Clouds Europe B.V ) In August of 2016, the Company incorporated a new wholly owned subsidiary in the Netherlands, AE Europe B.V. (formerly named Power Clouds Europe B.V.) This company was incorporated to ultimately hold the Company’s European operating companies and sub-holding companies as appropriate. PC-Italia-01 S.R.L. (Formerly Power Clouds Wind Italia S.R.L.) In June of 2015, ALTN incorporated a company in Italy, PC-Italia-01 S.R.L. (formerly named Power Clouds Wind Italia S.R.L.). This company was incorporated to acquire Italian special purpose vehicles (SPVs), power plants and / or other assets located in Italy. PC-Italia-02 S.p.A. (Formerly PC-Italia-02 S.R.L.) In August of 2016, the Company incorporated a new company in Italy, PC-Italia-02 SRL as a wholly owned subsidiary of AE Europe B.V. This company was incorporated to acquire Italian special purpose vehicles, power plants and/or other assets located in Italy. During the quarter ended March 31, 2017, this company completed the acquisition of the Sant’Angelo Energia S.r.l. in Italy which operates a 702kW PV solar park. Subsequently, in April of 2019, PC-Italia-02 acquired four additional SPVs in Italy, CIC Rooftop 2 S.r.l., CIC RT Treviso S.r.l., SPV White One S.r.l., CTS Power 2 S.r.l. PCG_HoldCo GmbH & PCG_GP UG In June of 2018, the Company acquired 100% of the share capital of two companies in Germany which were renamed as PCG_HoldCo GmbH and PCG_GP UG immediately thereafter. These two companies were acquired in order to acquire German special purpose vehicles, PV solar parks and/or other assets located in Germany. During the year ended December 31, 2018, PCG_HoldCo completed the acquisitions of 4 SPVs in Germany, PSM 20 GmbH & Co KG, GRK 17.2 GmbH & Co KG, GRT 1.1 GmbH and PSM 40 GmbH & Co KG. In December of 2018, the Company acquired 100% of the share capital of another company in Germany which was renamed to ALTN HoldCo UG. Alternus Energy International Limited In March of 2019, the Company incorporated a new wholly owned subsidiary in Ireland, Alternus Energy International Limited. This company was incorporated to establish our European operations center. AEN 01 B.V. In June of 2019, the Company incorporated a new wholly owned subsidiary in the Netherlands, AEN 01 B.V. This company was incorporated to acquire Netherlands special purpose vehicles (SPVs), project rights and other solar energy assets in the Netherlands. During the quarter ended December 31, 2019, this company completed the acquisition of Zonnepark Rilland B.V. in the Netherlands, which operates a 11.75MW PV solar park. In summary, Alternus Energy is a holding company that operates through the following twenty operating subsidiaries as of March 31, 2020: Subsidiary Principal Activity Date Acquired / Established ALTN Ownership Country of Operation Power Clouds SRL SPV March 31, 2015 99.5%* Romania F.R.A.N. Energy Investment SRL SPV March 31, 2015 99.5%* Romania AE Europe B.V. Holding Company August 2016 100% Netherlands PC-Italia-01 S.R.L. Sub-Holding June 2015 100% (via PCE) Italy PC-Italia-02 S.p.A. SPV August 2016 100% (via PCE) Italy Sant’Angelo Energia S.r.l. SPV March 30, 2017 100% (via PC_Italia_02) Italy PCG_HoldCo GmbH Holding Company July 6, 2018 100% Germany PCG_GP UG General Partner (Management Company) August 30, 2018 100% Germany PSM 20 UG SPV November 14, 2018 100% (via PCG_HoldCo) Germany PSM 40 UG SPV December 28, 2018 100% (via PCG_HoldCo) Germany GRK 17.2 GmbH & Co KG SPV November 17, 2018 100% (via PCG_HoldCo) Germany GRT 1.1 GmbH & Co KG SPV December 21, 2018 100% (via PCG_HoldCo) Germany ALTN HoldCo UG SPV December 14, 2018 100% (via PCG HoldCo) Germany Alternus Energy International Ltd. European Operational Centre March 1, 2019 100% Ireland CIC Rooftop 2 S.r.l. SPV April 23, 2019 100% (via PC-Italia-02) Italy CIC RT Treviso S.r.l. SPV April 23, 2019 100% (via PC-Italia-02) Italy SPV White One S.r.l. SPV April 23, 2019 100% (via PC-Italia-02) Italy CTS Power 2 S.r.l. SPV April 23, 2019 100% (via PC-Italia-02) Italy AEN 01 B.V. SPV June 13, 2019 100% Netherlands Zonnepark Rilland B.V. SPV December 20, 2019 100% Netherlands Summary: *Non-controlling interest is not material. |
Basis of Presentation and Going
Basis of Presentation and Going Concern | 3 Months Ended |
Mar. 31, 2020 | |
Basis of Presentation and Going Concern | |
2. Basis of Presentation and Going Concern | The unaudited condensed consolidated financial statements include the consolidated balance sheet, consolidated statements of operations, changes in shareholders’ equity and cash flows of the Company and have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) from records maintained by the Company. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the applicable rules and regulations of the Securities and Exchange Commission (SEC) regarding interim financial reporting. As such, these unaudited condensed consolidated financial statements should be read in conjunction with the Company’s 2019 annual auditedconsolidated financial statements and accompanying notes filed on Form 10-K. The unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary, in management’s opinion, to state fairly the Company’s financial position and results of operations for the reported periods.The results of operations for the three months ended March 31, 2020 and 2019 are not necessarily indicative of the operating results for the full fiscal year for any future period. Going Concern Our unaudited condensed consolidated financial statements as of March 31, 2020 and 2019 identify the existence of certain conditions that raise substantial doubt about our ability to continue as a going concern for twelve months from the issuance of this report. The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As reflected in the accompanying financial statements, the Company had net loss of ($1,672,109) and ($1,384,279) for the periods ended March 31, 2020 and 2019, respectively. The Company had accumulated shareholders’ equity of $2,107,392 and $3,878,161 as of March 31, 2020 and December 31, 2019, respectively, and a working capital deficit of $25,266,292 and $23,772,002 as of March 31, 2020 and December 31, 2019, respectively. At March 31, 2020, the Company had $765,679 of cash on hand. Our operating revenues are insufficient to fund our operations and our assets already are pledged to secure our indebtedness to various third party secured creditor, respectively. The unavailability of additional financing could require us to delay, scale back or terminate our acquisition efforts as well as our own business activities, which would have a material adverse effect on the Company and its viability and prospects. The terms of our indebtedness, including the covenants and the dates on which principal and interest payments on our indebtedness are due, increases the risk that we will be unable to continue as a going concern. To continue as a going concern over the next twelve months from the date these financial statements are issued, we must make payments on our debt as they come due and comply with the covenants in the agreements governing our indebtedness or, if we fail to do so, to (i) negotiate and obtain waivers of or forbearances with respect to any defaults that occur with respect to our indebtedness, (ii) amend, replace, refinance or restructure any or all of the agreements governing our indebtedness, and/or (iii) otherwise raise additional capital. However, we cannot provide any assurances that we will be successful in accomplishing any of these plans. The recent outbreak of the corona virus, also known as "COVID-19", has spread across the globe and is impacting worldwide economic activity. Conditions surrounding the corona virus continue to rapidly evolve and government authorities have implemented emergency measures to mitigate the spread of the virus. The outbreak and the related mitigation measures may have an adverse impact on global economic conditions as well as on the Company's business activities. The extent to which the corona virus may impact the Company's business activities will depend on future developments, such as the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions, business disruptions, and the effectiveness of actions taken in the United States and other countries to contain and treat the disease. These events are highly uncertain and as such, the Company cannot determine their financial impact at this time. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Summary of Significant Accounting Policies | |
Note 3. Summary of Significant Accounting Policies | B asis of consolidation The consolidated financial statements as of March 31, 2020 and 2019 and for the three months then ended include the accounts of the Company and the aforementioned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The results of subsidiaries acquired or disposed of during the respective periods are included in the unaudited condensed consolidated financial statements from the effective date of acquisition or up to the effective date of disposal, as appropriate. Use of estimates The preparation of unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses for the periods presented. The most significant estimates with regard to these statements relate to the assumptions utilized in the calculation of stock and warrant compensation expense, asset retirement obligations and impairment of long-lived assets. Actual results could differ from these estimates. Revenue Recognition The Company derives revenues as single unit from the sale of electricity and the sale of solar renewable energy credits. Energy generation revenue and solar renewable energy credits revenue are recognized as electricity is generated by the solar energy facility and delivered to the customers at which time all performance obligations have been delivered. Revenues are based on actual output and contractual sale prices set forth in long-term contracts. Risks and Uncertainties The Company's operations are subject to significant risk and uncertainties including financial, operational, technological, and regulatory risks including the potential risk of business failure. Also see Footnote 2 regarding going concern matters. Fair Value of Financial Instruments The Company measures its financial instruments at fair value. Accounting principles generally accepted in the United States of America (U.S. GAAP) establishes a framework for measuring fair value and disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1 that are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The Company has level 3 asset and liabilities consisting of asset retirement obligations which are not material The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amount of the Company’s financial assets and liabilities, such as cash, accounts payable, approximate their fair value because of the short maturity of those instruments. Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated. Income Taxes Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences, operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. As of March 31, 2020 the Company has U.S. federal and state net operating loss carryovers of approximately $4,667,136, which will expire at various dates beginning in 2034 through 2037, if not utilized with exception of loss carryovers generated in 2018 and 2019. As a result of Tax Cuts and Jobs Act, net operating losses generated in 2018 and beyond have indefinite lives, but limited to 80% of taxable income in each year. Additionally, as of March 31, 2020, the Company has U.S. federal capital loss carryovers of approximately $949,875, which will expire at various dates beginning in 2020 through 2022, if not utilized against capital gain income. In accordance with Section 382 of the internal revenue code, deductibility of the Company’s U.S. net operating loss carryovers may be subject to an annual limitation in the event of a change of control as defined under the Section 382 regulations. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. As of March 31, 2020 and December 31, 2019 the valuation allowance was $2,512,173. The Company evaluated the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in their financial statements. ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the company has taken or expects to take in its return. For those benefits to be recognized, a tax position must be more-likely-than- not to be sustained upon examination by taxing authorities. Differences between two positions taken or expected to be taken in a tax return and the benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits”. A liability is recognized for an unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing-authority for a tax position that was not recognized as a result of applying the provisions of ASC 740. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718. Under the fair value recognition provisions of this statement, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the requisite service period, which is the vesting period. Net income (loss) per common share Net income (loss) per common share is computed pursuant to section 260 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants. As of March 31, 2020, the Company had 13,053,235 common shares underlying warrants, and 10,137,054 common shares underlying convertible notes associated with debt issuance. As of March 31, 2019, the Company had 13,543,235 common shares underlying warrants, and 1,218,681 common shares underlying convertible notes associated with debt issuance. For both 2020 and 2019, the potentially dilutive shares were excluded since they were anti-dilutive. Foreign Currency and Other Comprehensive Loss The functional currency of our foreign subsidiaries is typically the applicable local currency which is Romania Lei, Japanese Yen or European Union Euros. The translation from the respective foreign currency to United States Dollars (U.S. Dollar) is performed for balance sheet accounts using current exchange rates in effect at the balance sheet date and for income statement accounts using an average exchange rate during the period. Gains or losses resulting from such translation are included as a separate component of accumulated other comprehensive income. Gains or losses resulting from foreign currency transactions are included in foreign currency income or loss except for the effect of exchange rates on long-term inter-company transactions considered to be a long-term investment, which are accumulated and credited or charged to other comprehensive income. Transaction gains and losses are recognized in our results of operations based on the difference between the foreign exchange rates on the transaction date and on the reporting date. The Company had an immaterial net foreign exchange loss for the period ended March 31, 2020 and 2019, respectively. The foreign currency exchange gains and losses are included as a component of general and administrative expenses in the accompanying Consolidated Statements of Operations and Comprehensive Loss. For the three month period ended March 31, 2020 and 2019, the increase in accumulated comprehensive loss related to foreign currency translation adjustments was $130,263 and $317,664, respectively. Preferred Stock We apply the accounting standards for distinguishing liabilities from equity under U.S. GAAP when determining the classification and measurement of our convertible preferred stock. Preferred Stock subject to mandatory redemption is classified as liability instruments and is measured at fair value. Conditionally redeemable Preferred Stock (including preferred stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, preferred stock is classified as permanent equity. Subsequent Events The Company follows the guidance in Section 855 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company considers its financial statements issued when they are widely distributed to users, such as through filing them with the Securities and Exchange Commission. No subsequent events required disclosure except for those in Note 11. Recent Accounting Standards On January 1, 2019, the Company adopted ASU 2016-18. The adoption had an impact on the Company’s beginning of the period and end of the period cash and cash equivalents balance in its statement of cash flows. Restricted cash at the end of March 31, 2020 and December 31, 2019 was related to debt service reserve and maintenance reserves required by third party senior lender. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported in the consolidated balance sheet that equals the total of the same amounts reported in the consolidated statement of cash flows: March 31, 2020 December 31, 2019 Cash and cash equivalents $ 765,679, $ 1,076,995 Restricted cash 342,729 349,434 Total cash, cash equivalents, and restricted cash $ 1,108,407 $ 1,426,429 In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting st Recent Accounting Standards Not Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either operating or financing, with such classifications affecting the pattern of expense recognition in the income statement. ASU 2016-02 is effective for fiscal years beginning after December 15, 2019, and early adoption is permitted. ASU 2016-02 was recently delayed for emerging growth companies that elected to adopt new accounting standards on the adoption date required for private companies and will be effective for the Company’s annual reporting period in 2022 and interim periods beginning first quarter of 2023. The Company is evaluating the impact ASU 2016-02 will have on its financial statements and associated disclosures. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit losses (Topic 326). This new guidance will change how entities account for credit impairment for trade and other receivables, as well as for certain financial assets and other instruments. The update will replace the current incurred loss model with an expected loss model. Under the incurred loss model, a loss (or allowance) is recognized only when an event has occurred (such as a payment delinquency) that causes the entity to believe that a loss is probable (that is has been “incurred”). Under the expected loss model, a loss (or allowance) is recognized upon initial recognitions of the asset that reflects all future events that leads to a loss being realized, regardless of whether it is probable that the future event will occur. The incurred loss model considers past events and conditions, while the expected loss model includes expectations for the future which have yet to occur. ASU 2018-19 was issued in November 2018 and excludes operating leases from the new guidance. The standard will require entities to record a cumulative-effect adjustment to the balance sheet as of the beginning of the first reporting period in which the guidance is effective. As an Emerging Growth Company, the standard is effective for the Company’s 2022 annual reporting period and interim periods beginning first quarter of 2023. The Company is evaluating the impact of ASU 2016-13 will have on its financial statements and associated disclosures. On December 18, 2019, the FASB issued Accounting Standards Update 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (the ASU), as part as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. The FASB’s amendments primarily impact ASC 740, Income Taxes, and may impact both interim and annual reporting periods. The Company is currently evaluating the effect that the adoption of ASU 2019-12 will have on its consolidated financial statement. The guidance is effective January 1, 2021 with early adoption permitted. |
Investment in Energy Property a
Investment in Energy Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2020 | |
Investment in Energy Property and Equipment, Net | |
Note 4. Investment in Energy Property and Equipment, Net | As of March 31, 2020 and December 31, 2019, the Company had net investment in energy property, as outlined in the table below. March 31, 2020 December 31, 2019 Solar energy facilities operating $ 35,440,178 $ 36,123,412 Less accumulated depreciation (3,076,792 ) (2,663,934 ) Net Assets $ 32,362,386 $ 33,459,478 The estimated useful life remaining on the investment in energy property and asset retirement obligation is between 15 and 25 years. Depreciation expense for the three months ended March 31, 2020 and 2019, was $509,332 and $167,471, respectively The Company leases various equipment under capital leases. Assets held under capital leases are included in property and equipment as follows: March 31, 2020 December 31, 2019 Finance lease right of use asset $ 2,251,269 $ 2,311,255 Less accumulated depreciation (341,965 ) (321,821 ) Net Assets $ 1,909,304 $ 1,989,434 |
Capital Leases
Capital Leases | 3 Months Ended |
Mar. 31, 2020 | |
Capital Leases | |
Note 5. Capital Leases | We have acquired equipment through a capital lease obligation for the Sant’Angelo park in Italy. As of March 31, 2020, there was $971,186 remaining on the lease of which $86,101, net of interest, was the short-term portion. The lease commenced in 2011, has a term of 18 years and will expire in September 2029. Interest is calculated on the outstanding principal based on EURIBOR 3 months (EUR3M) plus an agreed margin for the lender. The average interest rate based on previous year is approximately 4.5% per annum. This interest amount may vary due to future changes in EUR3M index. Capital lease future minimum payments for each of the next five years and thereafter is as follows: 2020 102,992 2021 137,322 2022 137,322 2023 137,322 2024 137,322 Thereafter 608,260 1,260,540 Less Interest Expense (289,355 ) $ 971,185 |
Convertible and Unconvertible P
Convertible and Unconvertible Promissory Notes | 3 Months Ended |
Mar. 31, 2020 | |
Convertible and Unconvertible Promissory Notes | |
Note 6. Convertible and Unconvertible Promissory Notes | The following table reflects the total debt balances of the Company as of March 31, 2020 and December 31, 2019: March 31, 2020 December 31, 2019 Short term line of credit $ 34,123 $ 35,120 Promissory notes related parties - 48,821 Convertible notes related parties 291,540 291,540 Senior secured debt 19,243,800 19,575,794 Promissory notes 15,191,303 15,478,536 Convertible promissory notes 2,430,140 2,169,401 Gross debt 37,190,906 37,599,212 Debt discount (444,977 ) (784,130 ) Net debt 36,745,929 36,815,082 Less Current Maturities (23,107,839 ) (22,705,665 ) Long Term Debt, net of current maturities $ 13,638,090 $ 14,109,418 Note principal payments next five years and thereafter: 2020 2021 2022 2023 2024 Thereafter Total Gross debt $ 23,409,856 $ 1,102,888 $ 1,108,229 $ 1,113,219 $ 1,118,312 $ 9,338,402 $ 37,190,906 Debt discount (302,017 ) (142,960 ) - - - - (444,977 ) Net debt $ 23,107,839 $ 959,928 $ 1,108,229 $ 1,113,219 $ 1,118,312 $ 9,338,402 $ 36,745,929 In January 2020, the Company entered into a Securities Purchase Agreement with an accredited investor (the “Lender”), in connection with an investment of $250,000, and pursuant to which the Company issued a convertible promissory note accruing 12% interest per annum with bi-annual interest payments, having a two year term, senior in priority to all obligations of the Company other than the Company’s obligations to an accredited investor and its affiliated investment funds, or a similar replacement thereto, having a call option right for the noteholder (such right commences on the anniversary of the issuance date), a redemption right for the Corporation (provided the Company is listed on a national exchange and its per share value exceeds a $.55 per share, as defined), and convertible at $0.20 per share. In January of 2020, ALTN HoldCo UG entered into a construction financing loan with DKB Bank in Germany. This relates to the construction of 6 photovoltaic installations in Germany with an interest rate of 1.74% and a term of one year. As of March 31, 2020 there was $483,183 drawn on this loan. The total loan commitment is approximately $3.1M In February of 2020, the Corporation entered into a Securities Purchase Agreement with another accredited investor (the “Lender”), in connection with an investment of $105,000, and pursuant to which the Company issued a promissory note convertible at 65% of the lowest trading price of the Company's Class A Common Stock for the last 15 trading days prior to conversion, commencing in August 2020, and accruing 10% interest per annum, with a maturity date of February 10, 2021. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Note 7. Commitments and Contingencies | Litigation The Company is not currently involved in or aware of any litigation that could result in a material loss other than the following: On February 11, 2020 Unisun obtained leave from the interim relief judge of the Court of Amsterdam for three prejudgment attachments on the shares of 3 subsidiaries of Alternus, to secure an outstanding amount owed pursuant to an outstanding loan of EUR 1,689,864 plus interest and agreed penalties. Unisun also started proceedings on the merits to claim the amounts due under this loan and the penalties. The court proceedings commenced on September 16, 2020 and we have until October 28, 2020 to submit our statement of defense. On March 24, 2020, the Company entered into a securities purchase agreement with Ultramar Energy Ltd., an accredited foreign investor, pursuant to which the Company expected to receive gross proceeds of $3.0 million, before deducting transaction costs, fees and expenses. On April 7, 2020 the Company entered into a Settlement Agreement with Unisun to resolve and settle these claims.The Company intended to use a portion of the net proceeds from Ultramar Energy to repay this loan to Unisun in the amount of $2.0 million to resolve and settle the claim. However, as of the date of this filing, the proceeds have not been received from Ultramar Energy Ltd. and there is no guarantee that the Company will ever receive the proceeds; therefore the Settlement Agreement has been terminated. Operating Leases On March 6, 2019, the Company signed a lease for office space located in Dublin, Ireland, having a term of ten years, with a break option at the end of year five. The estimated payments are $54,226 per annum, to be paid quarterly. Also the Company paid a six month security deposit in the sum of $36,820. As part of the Rilland acquisition, the Company acquired a twenty-five year lease. The annual lease payment is $137,859 for the first fifteen years and $55,969 for years sixteen through twenty five. The Company’s Romanian operations lease the land for its solar parks. The combined estimated annual cost of $16,042. The leases commenced in 2012 and run for 20 years. Minimum Future Lease Payments: Total 2020 $ 156,312 2021 208,128 2022 208,128 2023 208,128 2024 208,128 Thereafter 2,275,275 $ 3,264,099 |
Shareholders Equity
Shareholders Equity | 3 Months Ended |
Mar. 31, 2020 | |
Shareholders Equity | |
Note 8. Shareholder's Equity | Common Stock: In the first quarter of 2020, the Corporation issued 135,368 shares of Class A common stock as fees related to third party investment, and 33,250 shares of restricted Class A common stock were issued to a consultant for services rendered. The total value was based on the closing stock price of our common stock on the various dates of issuance, and equal to $29,150. On March 20, 2020, the Company received a notice of conversion from Growthcap Investments Inc. (“GII”), a related party of the CEO, to convert the entirety of its shares of Series E Convertible Preferred Stock, with a stated value of $0.001 per share, into an aggregate of 50,000,000 shares of the Company’s Class A Common Stock (the “Conversion”). On March 20, 2020, the Company effected the Conversion and issued to GII an aggregate of 50,000,000 shares of Class A Common Stock. Warrants: As of March 31, 2020, warrants to purchase up to 13,053,235 shares of restricted common stock were issued and outstanding. For the three months ended March 31, 2020, the Company did not issue any warrants. March 31, 2020 Average Warrants Exercise Price Balance - beginning of period 13,053,235 $ 0.15 Exercised during the period - - Granted during the period - - Balance - end of period 13,053,235 $ 0.15 Exercisable - end of period 13,053,235 $ 0.15 |
Geographical Information
Geographical Information | 3 Months Ended |
Mar. 31, 2020 | |
Geographical Information | |
Note 9. Geographical Information | The Company has one operating segment and the decision-making group is the senior executive management team. The Company manages the segment by country focusing on gross profit by country. Revenues Three Months Ended March, 2020 Three Months Ended March, 2019 Italy $ 297,665 $ 160,270 Romania 182,665 187,639 Netherlands 197,083 - Germany 20,290 22,222 Total $ 697,703 $ 370,131 Cost of Revenues Italy $ 130,684 $ 13,432 Romania 90,831 143,576 Netherlands 105,359 - Germany 99 - Total $ 326,973 $ 157,008 Gross Profit Italy $ 166,981 $ 146,838 Romania 91,834 44,063 Netherlands 91,724 - Germany 20,191 22,222 Total $ 370,730 $ 213,123 Investment In Energy Property and Equipment, Net March 31, 2020 December 31, 2019 Romania $ 4,625,777 $ 4,772,109 Italy 16,489,583 17,067,553 Germany 1,608,323 1,661,516 Netherlands 9,638,703 9,958,300 $ 32,362,386 $ 33,459,478 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events | |
Note 10. Subsequent Events | In accordance with ASC 855, Subsequent Events, we have evaluated subsequent events through the date of issuance of these unaudited condensed financial statements. During this period, we had the following materially recognizable subsequent events. In April of 2020, the Company entered into a Securities Purchase Agreement with an accredited investor in connection with an investment of $53,000, and pursuant to which the Company issued a promissory note convertible at 65% of the lowest trading price of the Company's Class A Common Stock for the last 15 trading days prior to conversion, and accruing 10% interest per annum, with a maturity date of April 6, 2021. On April 7, 2020 the Company entered into a Settlement Agreement with Unisun whereby the Company agreed to pay Unisun $2,000,000 as full settlement for all the outstanding amounts owed under the loan from Unisun and related to the acquisition of Zonnepark Rilland, other than a potential earn out. On April 16, 2020, the Company received a Notice of Default from Unisun regarding the Settlement Agreement, and on April 23, 2020 Unisun terminated the Settlement Agreement due to nonpayment.Court proceedings on the merits of Unisun’s claim of the amounts due under this loan and the penalties commenced on September 16, 2020, and we have until October 28, 2020 to submit our statement of defense. On May 25, 2020 the Company filed a Form 15 with the Securities and Exchange Commission in order to deregister its shares. On May 22, 2020, the Corporation issued 700,000 shares of Class A common stock to two consultants for services rendered. The total value was based on the closing stock price of our common stock on the various dates of issuance, equals $77,000. On June 12, 2020, Alternus Energy International Limited (“Alternus” or the “Purchaser”), a wholly owned subsidiary of the Company, and Sycamore Capital (Italy) Limited (the “Seller”) entered into a Share Purchase Agreement (the “SPA”). Pursuant to the terms of the SPA, the Seller agreed to sell to Alternus 100% of the share capital of Solar Sicily S.r.l., an Italian SPV that owns the project rights to develop and construct a 102 MW ground-mounted solar photovoltaic (PV) power plant in Sicily, Italy (the “Project”), in exchange for approximately $15.4 million (€14 million), to be paid on closing (the “Purchase Price”). In July, the Company incorporated 3 new wholly owned subsidiaries, one in the Netherlands, AEN 02 B.V, and two in Italy, PC-Italia-04 Srl, which is wholly owned by AEN 02 BV, and PC-Italia-03 Srl, which is wholly owned by Alternus Energy International Ltd. These companies were incorporated to acquire various special purpose vehicles (SPVs), project rights and other solar energy assets in various locations across Europe. On August 12, 2020, the Company issued an option to purchase up to 100,000 shares of restricted common stock under the Corporation’s 2019 Stock Incentive Plan, having a three year vesting schedule and exercisable at $0.10 per share with a cashless exercise provision. On August 12, 2020, the Company guaranteed a 9.15 million RON (equivalent to approximately US$2.0M) promissory note issued by both of its subsidiaries, Power Clouds S.R.L., and F.R.A.N. Energy Investment SRL two Romanian companies to OTP Bank in Romania, which is secured in first position against the Romanian solar parks and customer contracts held, accruing interest annually at a rate of ROBOR 3M + 3.3% and having a term of 10 years. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Summary of Significant Accounting Policies | |
Basis of consolidation | The consolidated financial statements as of March 31, 2020 and 2019 and for the three months then ended include the accounts of the Company and the aforementioned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The results of subsidiaries acquired or disposed of during the respective periods are included in the unaudited condensed consolidated financial statements from the effective date of acquisition or up to the effective date of disposal, as appropriate. |
Use of estimates | The preparation of unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses for the periods presented. The most significant estimates with regard to these statements relate to the assumptions utilized in the calculation of stock and warrant compensation expense, asset retirement obligations and impairment of long-lived assets. Actual results could differ from these estimates. |
Revenue Recognition | The Company derives revenues as single unit from the sale of electricity and the sale of solar renewable energy credits. Energy generation revenue and solar renewable energy credits revenue are recognized as electricity is generated by the solar energy facility and delivered to the customers at which time all performance obligations have been delivered. Revenues are based on actual output and contractual sale prices set forth in long-term contracts. |
Risks and Uncertainties | The Company's operations are subject to significant risk and uncertainties including financial, operational, technological, and regulatory risks including the potential risk of business failure. Also see Footnote 2 regarding going concern matters. |
Fair Value of Financial Instruments | The Company measures its financial instruments at fair value. Accounting principles generally accepted in the United States of America (U.S. GAAP) establishes a framework for measuring fair value and disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1 that are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The Company has level 3 asset and liabilities consisting of asset retirement obligations which are not material The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amount of the Company’s financial assets and liabilities, such as cash, accounts payable, approximate their fair value because of the short maturity of those instruments. Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated. |
Income Taxes | Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences, operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. As of March 31, 2020 the Company has U.S. federal and state net operating loss carryovers of approximately $4,667,136, which will expire at various dates beginning in 2034 through 2037, if not utilized with exception of loss carryovers generated in 2018 and 2019. As a result of Tax Cuts and Jobs Act, net operating losses generated in 2018 and beyond have indefinite lives, but limited to 80% of taxable income in each year. Additionally, as of March 31, 2020, the Company has U.S. federal capital loss carryovers of approximately $949,875, which will expire at various dates beginning in 2020 through 2022, if not utilized against capital gain income. In accordance with Section 382 of the internal revenue code, deductibility of the Company’s U.S. net operating loss carryovers may be subject to an annual limitation in the event of a change of control as defined under the Section 382 regulations. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. As of March 31, 2020 and December 31, 2019 the valuation allowance was $2,512,173. The Company evaluated the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in their financial statements. ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the company has taken or expects to take in its return. For those benefits to be recognized, a tax position must be more-likely-than- not to be sustained upon examination by taxing authorities. Differences between two positions taken or expected to be taken in a tax return and the benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits”. A liability is recognized for an unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing-authority for a tax position that was not recognized as a result of applying the provisions of ASC 740. |
Stock-Based Compensation | The Company accounts for stock-based compensation in accordance with ASC 718. Under the fair value recognition provisions of this statement, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the requisite service period, which is the vesting period. |
Net loss per common share | Net income (loss) per common share is computed pursuant to section 260 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants. As of March 31, 2020, the Company had 13,053,235 common shares underlying warrants, and 10,137,054 common shares underlying convertible notes associated with debt issuance. As of March 31, 2019, the Company had 13,543,235 common shares underlying warrants, and 1,218,681 common shares underlying convertible notes associated with debt issuance. For both 2020 and 2019, the potentially dilutive shares were excluded since they were anti-dilutive. |
Foreign Currency and Other Comprehensive Loss | The functional currency of our foreign subsidiaries is typically the applicable local currency which is Romania Lei, Japanese Yen or European Union Euros. The translation from the respective foreign currency to United States Dollars (U.S. Dollar) is performed for balance sheet accounts using current exchange rates in effect at the balance sheet date and for income statement accounts using an average exchange rate during the period. Gains or losses resulting from such translation are included as a separate component of accumulated other comprehensive income. Gains or losses resulting from foreign currency transactions are included in foreign currency income or loss except for the effect of exchange rates on long-term inter-company transactions considered to be a long-term investment, which are accumulated and credited or charged to other comprehensive income. Transaction gains and losses are recognized in our results of operations based on the difference between the foreign exchange rates on the transaction date and on the reporting date. The Company had an immaterial net foreign exchange loss for the period ended March 31, 2020 and 2019, respectively. The foreign currency exchange gains and losses are included as a component of general and administrative expenses in the accompanying Consolidated Statements of Operations and Comprehensive Loss. For the three month period ended March 31, 2020 and 2019, the increase in accumulated comprehensive loss related to foreign currency translation adjustments was $130,263 and $317,664, respectively. |
Preferred Stock | We apply the accounting standards for distinguishing liabilities from equity under U.S. GAAP when determining the classification and measurement of our convertible preferred stock. Preferred Stock subject to mandatory redemption is classified as liability instruments and is measured at fair value. Conditionally redeemable Preferred Stock (including preferred stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, preferred stock is classified as permanent equity. |
Subsequent Events | The Company follows the guidance in Section 855 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company considers its financial statements issued when they are widely distributed to users, such as through filing them with the Securities and Exchange Commission. No subsequent events required disclosure except for those in Note 11. |
Recent Accounting Standards | On January 1, 2019, the Company adopted ASU 2016-18. The adoption had an impact on the Company’s beginning of the period and end of the period cash and cash equivalents balance in its statement of cash flows. Restricted cash at the end of March 31, 2020 and December 31, 2019 was related to debt service reserve and maintenance reserves required by third party senior lender. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported in the consolidated balance sheet that equals the total of the same amounts reported in the consolidated statement of cash flows: March 31, 2020 December 31, 2019 Cash and cash equivalents $ 765,679, $ 1,076,995 Restricted cash 342,729 349,434 Total cash, cash equivalents, and restricted cash $ 1,108,407 $ 1,426,429 In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting st |
Recent Accounting Standards Not Adopted | In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either operating or financing, with such classifications affecting the pattern of expense recognition in the income statement. ASU 2016-02 is effective for fiscal years beginning after December 15, 2019, and early adoption is permitted. ASU 2016-02 was recently delayed for emerging growth companies that elected to adopt new accounting standards on the adoption date required for private companies and will be effective for the Company’s annual reporting period in 2022 and interim periods beginning first quarter of 2023. The Company is evaluating the impact ASU 2016-02 will have on its financial statements and associated disclosures. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit losses (Topic 326). This new guidance will change how entities account for credit impairment for trade and other receivables, as well as for certain financial assets and other instruments. The update will replace the current incurred loss model with an expected loss model. Under the incurred loss model, a loss (or allowance) is recognized only when an event has occurred (such as a payment delinquency) that causes the entity to believe that a loss is probable (that is has been “incurred”). Under the expected loss model, a loss (or allowance) is recognized upon initial recognitions of the asset that reflects all future events that leads to a loss being realized, regardless of whether it is probable that the future event will occur. The incurred loss model considers past events and conditions, while the expected loss model includes expectations for the future which have yet to occur. ASU 2018-19 was issued in November 2018 and excludes operating leases from the new guidance. The standard will require entities to record a cumulative-effect adjustment to the balance sheet as of the beginning of the first reporting period in which the guidance is effective. As an Emerging Growth Company, the standard is effective for the Company’s 2022 annual reporting period and interim periods beginning first quarter of 2023. The Company is evaluating the impact of ASU 2016-13 will have on its financial statements and associated disclosures. On December 18, 2019, the FASB issued Accounting Standards Update 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (the ASU), as part as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. The FASB’s amendments primarily impact ASC 740, Income Taxes, and may impact both interim and annual reporting periods. The Company is currently evaluating the effect that the adoption of ASU 2019-12 will have on its consolidated financial statement. The guidance is effective January 1, 2021 with early adoption permitted. |
Organization and Formation (Tab
Organization and Formation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Organization and Formation | |
Schedule of Organization and Formation | Subsidiary Principal Activity Date Acquired / Established ALTN Ownership Country of Operation Power Clouds SRL SPV March 31, 2015 99.5%* Romania F.R.A.N. Energy Investment SRL SPV March 31, 2015 99.5%* Romania AE Europe B.V. Holding Company August 2016 100% Netherlands PC-Italia-01 S.R.L. Sub-Holding June 2015 100% (via PCE) Italy PC-Italia-02 S.p.A. SPV August 2016 100% (via PCE) Italy Sant’Angelo Energia S.r.l. SPV March 30, 2017 100% (via PC_Italia_02) Italy PCG_HoldCo GmbH Holding Company July 6, 2018 100% Germany PCG_GP UG General Partner (Management Company) August 30, 2018 100% Germany PSM 20 UG SPV November 14, 2018 100% (via PCG_HoldCo) Germany PSM 40 UG SPV December 28, 2018 100% (via PCG_HoldCo) Germany GRK 17.2 GmbH & Co KG SPV November 17, 2018 100% (via PCG_HoldCo) Germany GRT 1.1 GmbH & Co KG SPV December 21, 2018 100% (via PCG_HoldCo) Germany ALTN HoldCo UG SPV December 14, 2018 100% (via PCG HoldCo) Germany Alternus Energy International Ltd. European Operational Centre March 1, 2019 100% Ireland CIC Rooftop 2 S.r.l. SPV April 23, 2019 100% (via PC-Italia-02) Italy CIC RT Treviso S.r.l. SPV April 23, 2019 100% (via PC-Italia-02) Italy SPV White One S.r.l. SPV April 23, 2019 100% (via PC-Italia-02) Italy CTS Power 2 S.r.l. SPV April 23, 2019 100% (via PC-Italia-02) Italy AEN 01 B.V. SPV June 13, 2019 100% Netherlands Zonnepark Rilland B.V. SPV December 20, 2019 100% Netherlands |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Summary of Significant Accounting Policies | |
Schedule of Revenue Recognition | March 31, 2020 December 31, 2019 Cash and cash equivalents $ 765,679, $ 1,076,995 Restricted cash 342,729 349,434 Total cash, cash equivalents, and restricted cash $ 1,108,407 $ 1,426,429 |
Investment in Energy Property_2
Investment in Energy Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Investment in Energy Property and Equipment, Net | |
Schedule of Investment in Energy Property and Equipment | March 31, 2020 December 31, 2019 Solar energy facilities operating $ 35,440,178 $ 36,123,412 Less accumulated depreciation (3,076,792 ) (2,663,934 ) Net Assets $ 32,362,386 $ 33,459,478 |
Schedule of capital leases | March 31, 2020 December 31, 2019 Finance lease right of use asset $ 2,251,269 $ 2,311,255 Less accumulated depreciation (341,965 ) (321,821 ) Net Assets $ 1,909,304 $ 1,989,434 |
Capital Leases (Tables)
Capital Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Capital Leases | |
Schedule of Capital Leases | 2020 102,992 2021 137,322 2022 137,322 2023 137,322 2024 137,322 Thereafter 608,260 1,260,540 Less Interest Expense (289,355 ) $ 971,185 |
Convertible and Unconvertible_2
Convertible and Unconvertible Promissory Notes (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Convertible and Unconvertible Promissory Notes | |
Schedule of Convertible and Nonconvertible Promissory Notes | March 31, 2020 December 31, 2019 Short term line of credit $ 34,123 $ 35,120 Promissory notes related parties - 48,821 Convertible notes related parties 291,540 291,540 Senior secured debt 19,243,800 19,575,794 Promissory notes 15,191,303 15,478,536 Convertible promissory notes 2,430,140 2,169,401 Gross debt 37,190,906 37,599,212 Debt discount (444,977 ) (784,130 ) Net debt 36,745,929 36,815,082 Less Current Maturities (23,107,839 ) (22,705,665 ) Long Term Debt, net of current maturities $ 13,638,090 $ 14,109,418 |
Schedule of Note principal payments | 2020 2021 2022 2023 2024 Thereafter Total Gross debt $ 23,409,856 $ 1,102,888 $ 1,108,229 $ 1,113,219 $ 1,118,312 $ 9,338,402 $ 37,190,906 Debt discount (302,017 ) (142,960 ) - - - - (444,977 ) Net debt $ 23,107,839 $ 959,928 $ 1,108,229 $ 1,113,219 $ 1,118,312 $ 9,338,402 $ 36,745,929 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Commitments and Contingencies | Total 2020 $ 156,312 2021 208,128 2022 208,128 2023 208,128 2024 208,128 Thereafter 2,275,275 $ 3,264,099 |
Shareholders Equity (Tables)
Shareholders Equity (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Shareholders Equity | |
Schedule of Shareholders' Equity | March 31, 2020 Average Warrants Exercise Price Balance - beginning of period 13,053,235 $ 0.15 Exercised during the period - - Granted during the period - - Balance - end of period 13,053,235 $ 0.15 Exercisable - end of period 13,053,235 $ 0.15 |
Geographical Information (Table
Geographical Information (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Geographical Information | |
Schedule of Geographical Information | Revenues Three Months Ended March, 2020 Three Months Ended March, 2019 Italy $ 297,665 $ 160,270 Romania 182,665 187,639 Netherlands 197,083 - Germany 20,290 22,222 Total $ 697,703 $ 370,131 Cost of Revenues Italy $ 130,684 $ 13,432 Romania 90,831 143,576 Netherlands 105,359 - Germany 99 - Total $ 326,973 $ 157,008 Gross Profit Italy $ 166,981 $ 146,838 Romania 91,834 44,063 Netherlands 91,724 - Germany 20,191 22,222 Total $ 370,730 $ 213,123 Investment In Energy Property and Equipment, Net March 31, 2020 December 31, 2019 Romania $ 4,625,777 $ 4,772,109 Italy 16,489,583 17,067,553 Germany 1,608,323 1,661,516 Netherlands 9,638,703 9,958,300 $ 32,362,386 $ 33,459,478 |
Organization and Formation (Det
Organization and Formation (Details) | 3 Months Ended |
Mar. 31, 2020 | |
AE Europe BV [Member] | |
Principal Activity | Holding Company |
Date Acquired/Established | Aug. 1, 2016 |
ALTN Ownership | 100.00% |
County of Operation | Netherlands |
Zonnepark Rilland B.V. [Member] | |
Principal Activity | SPV |
Date Acquired/Established | Dec. 20, 2019 |
ALTN Ownership | 100.00% |
County of Operation | Netherlands |
AEN 01 B.V. [Member] | |
Principal Activity | SPV |
Date Acquired/Established | Jun. 13, 2019 |
ALTN Ownership | 100.00% |
County of Operation | Netherlands |
PSM 40 UG [Member] | |
Principal Activity | SPV |
ALTN Ownership | 100.00% |
County of Operation | Germany |
Date Acquired/Established | Dec. 28, 2018 |
CTS Power 2 S.r.l. [Member] | |
Principal Activity | SPV |
Date Acquired/Established | Apr. 23, 2019 |
ALTN Ownership | 100.00% |
County of Operation | Italy |
SPV White One S.r.l.[Member] | |
Principal Activity | SPV |
Date Acquired/Established | Apr. 23, 2019 |
ALTN Ownership | 100.00% |
County of Operation | Italy |
CIC RT Treviso S.r.l. [Member] | |
Principal Activity | SPV |
Date Acquired/Established | Apr. 23, 2019 |
ALTN Ownership | 100.00% |
County of Operation | Italy |
CIC Rooftop 2 S.r.l [Member] | |
Principal Activity | SPV |
Date Acquired/Established | Apr. 23, 2019 |
ALTN Ownership | 100.00% |
County of Operation | Italy |
Alternus Energy International Limited [Member] | |
Principal Activity | European Operational Centre |
Date Acquired/Established | Mar. 1, 2019 |
ALTN Ownership | 100.00% |
County of Operation | Ireland |
ALTN HoldCo UG [Member] | |
Principal Activity | SPV |
Date Acquired/Established | Dec. 14, 2018 |
ALTN Ownership | 100.00% |
County of Operation | Germany |
GRT 1.1 GmbH & Co KG [Member] | |
Principal Activity | SPV |
Date Acquired/Established | Dec. 21, 2018 |
ALTN Ownership | 100.00% |
County of Operation | Germany |
GRK 17.2 GmbH & Co KG [Member] | |
Principal Activity | SPV |
Date Acquired/Established | Nov. 17, 2018 |
ALTN Ownership | 100.00% |
County of Operation | Germany |
PSM 20 UG [Member] | |
Principal Activity | SPV |
Date Acquired/Established | Nov. 14, 2018 |
ALTN Ownership | 100.00% |
County of Operation | Germany |
PCG_GP UG [Member] | |
Principal Activity | General Partner (Management Company) |
Date Acquired/Established | Aug. 30, 2018 |
ALTN Ownership | 100.00% |
County of Operation | Germany |
PCG_HoldCo GmbH [Member] | |
Principal Activity | Holding Company |
ALTN Ownership | 100.00% |
County of Operation | Germany |
Date Acquired/Established | Jul. 6, 2018 |
Sant Angelo Energia SRL [Member] | |
Principal Activity | SPV |
Date Acquired/Established | Mar. 30, 2017 |
ALTN Ownership | 100.00% |
County of Operation | Italy |
PC-Italia-02 S.p.A. [Member] | |
Principal Activity | SPV |
ALTN Ownership | 100.00% |
County of Operation | Italy |
Date Acquired/Established | Aug. 1, 2016 |
PC-Italia-01 S.R.L. [Member] | |
Principal Activity | Sub-Holding |
Date Acquired/Established | Jun. 1, 2015 |
ALTN Ownership | 100.00% |
County of Operation | Italy |
F.R.A.N. Energy Investment SRL [Member] | |
Principal Activity | SPV |
Date Acquired/Established | Mar. 31, 2015 |
ALTN Ownership | 99.50% |
County of Operation | Romania |
Power Clouds SRL [Member] | |
Principal Activity | SPV |
Date Acquired/Established | Mar. 31, 2015 |
ALTN Ownership | 99.50% |
County of Operation | Romania |
Organization and Formation (D_2
Organization and Formation (Details Narrative) | 3 Months Ended |
Mar. 31, 2020 | |
Description of incorporation name changes | On September 11, 2008 the corporation changed its name from Asset Realization, Inc. to World Assurance Group, Inc. On April 24, 2015, the Company changed its name from World Assurance Group, Inc. to Power Clouds Inc. On November 29, 2018, the Company changed its name from Power Clouds Inc. to Alternus Energy Inc. and related stock ticker symbol change from PWCL to ALTN |
ALTN HoldCo UG [Member] | |
County of Operation | Germany |
ALTN Ownership | 100.00% |
Date Acquired/Established | Dec. 14, 2018 |
Principal Activity | SPV |
Basis of Presentation and Goi_2
Basis of Presentation and Going Concern (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | |
Basis of Presentation and Going Concern | ||||
Net loss | $ (1,672,041) | $ (1,384,279) | $ (1,384,279) | |
Shareholder's equity | 2,105,007 | 3,878,161 | $ 9,084,123 | $ 5,034,364 |
Working capital deficit | (25,266,292) | (23,772,002) | ||
Cash and cash equivalents | $ 765,679 | $ 1,076,995 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Summary of Significant Accounting Policies (Details) | ||
Cash and cash equivalents | $ 765,679 | $ 1,076,995 |
Restricted cash | 342,729 | 349,434 |
Total cash, cash equvalents, and restricted cash | $ 1,108,407 | $ 1,426,429 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |||
Operating loss carryforwards, limitations on use | As a result of Tax Cuts and Jobs Act, net operating losses generated in 2018 and beyond have indefinite lives, but limited to 80% of taxable income in each year. | ||
Warrants | 13,053,235 | 13,543,235 | |
Convertible shares | 10,137,054 | 1,218,681 | |
Accumulated comprehensive gain (loss) | $ (130,263) | $ (317,664) | |
U.S. federal and state net operating loss carryovers | $ 4,667,136 | ||
U.S. federal and state net operating loss carryovers expiration date | which will expire at various dates beginning in 2034 through 2037 | ||
U.S. federal capital loss carryovers | $ 949,875 | ||
U.S. federal capital loss carryovers expiration date | which will expire at various dates beginning in 2020 through 2022 | ||
Valuation allowance | $ 2,512,173 | $ 2,512,173 |
Investment in Energy Property_3
Investment in Energy Property and Equipment Net (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Investment in Energy Property and Equipment, Net | ||
Solar energy facilities operating | $ 35,440,178 | $ 36,123,412 |
Less accumulated depreciation and amortization | (3,076,792) | (2,663,934) |
Net assets | $ 32,362,386 | $ 33,459,478 |
Investment in Energy Property_4
Investment in Energy Property and Equipment Net (Details 1) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Investment in Energy Property and Equipment, Net | ||
Capitalized costs relating to PV plants | $ 2,251,269 | $ 2,311,255 |
Less accumulated amortization | (341,965) | (321,821) |
Net assets | $ 1,909,304 | $ 1,989,434 |
Investment in Energy Property_5
Investment in Energy Property and Equipment Net (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | |
Depreciation expense | $ 509,332 | $ 167,471 | $ 167,470 |
Minimum [Member] | |||
Estimate useful life of energy property and intangible asset | 15 years | ||
Maximum [Member] | |||
Estimate useful life of energy property and intangible asset | 25 years |
Capital Leases (Details )
Capital Leases (Details ) - Capital Leases [Member] | Mar. 31, 2020USD ($) |
2020 | $ 102,992 |
2021 | 137,322 |
2022 | 137,322 |
2023 | 137,322 |
2024 | 137,322 |
Thereafter | 608,260 |
Total | 1,260,540 |
Less interest expense | (289,355) |
Net lease payable | $ 971,185 |
Capital Leases (Details Narrati
Capital Leases (Details Narrative) | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Capital Leases | |
Capital lease obligation | $ 971,186 |
Remaining of the lease | $ 86,101 |
Term expected (in years) | 18 years |
Average interest rate | 4.50% |
Convertible and Unconvertible_3
Convertible and Unconvertible Promissory Notes (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Convertible and Unconvertible Promissory Notes | ||
Short term line of credit | $ 34,123 | $ 35,120 |
Promissory notes related parties | 0 | 48,821 |
Convertible notes related parties | 291,540 | 291,540 |
Senior secured debt | 19,243,800 | 19,575,794 |
Promissory notes | 15,191,303 | 15,478,536 |
Convertible promissory notes | 2,430,140 | 2,169,401 |
Gross debt | 37,190,906 | 37,599,212 |
Debt discount | (444,977) | (784,130) |
Net debt | 36,745,929 | 36,815,082 |
Less current maturities | (23,107,839) | (22,705,665) |
Long Term Debt, net of current maturities | $ 13,638,090 | $ 14,109,418 |
Convertible and Unconvertible_4
Convertible and Unconvertible Promissory Notes (Details 1) | Mar. 31, 2020USD ($) |
2020 [Member] | |
Gross debt | $ 23,409,856 |
Debt discount | (302,017) |
Net debt | 23,107,839 |
2021 [Member] | |
Gross debt | 1,102,888 |
Debt discount | (142,960) |
Net debt | 959,928 |
2022 [Member] | |
Gross debt | 1,108,229 |
Debt discount | 0 |
Net debt | 1,108,229 |
2023 [Member] | |
Gross debt | 1,113,219 |
Debt discount | 0 |
Net debt | 1,113,219 |
2024 [Member] | |
Gross debt | 1,118,312 |
Debt discount | 0 |
Net debt | 1,118,312 |
Thereafter [Member] | |
Gross debt | 9,338,402 |
Debt discount | 0 |
Net debt | 9,338,402 |
Total [Member] | |
Gross debt | 37,190,906 |
Debt discount | (444,977) |
Net debt | $ 36,745,929 |
Convertible and Unconvertible_5
Convertible and Unconvertible Promissory Notes (Details Narrative) | 3 Months Ended |
Mar. 31, 2020USD ($)$ / shares | |
Convertible Promissory Note [Member] | Two Accredited Investors [Member] | January 2020 [Member] | |
Debt conversion per share | $ / shares | $ 0.20 |
Interest rate | 12.00% |
Debt Conversion description | A redemption right for the Corporation (provided the Company is listed on a national exchange and its per share value exceeds a $.55 per share |
Original issue discount | $ 25,000 |
Convertible Promissory Note [Member] | ALTN Hold Co UG[Member] | January 2020 [Member] | |
Interest rate | 1.74% |
Term of loan | 1 year |
Loan | $ 483,183 |
Total loan | $ 310,000 |
Promissory Note [Member] | Lender [Member] | February 2020 [Member] | Securities Purchase Agreement [Member] | |
Interest rate | 10.00% |
Maturity date descriptions | February 10, 2021 |
Total investment | $ 105,000 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) - Operating Leases [Member] | Mar. 31, 2020USD ($) |
2020 | $ 156,312 |
2021 | 208,128 |
2022 | 208,128 |
2023 | 208,128 |
2024 | 208,128 |
Thereafter | 2,275,275 |
Operating Leases, Future Minimum Payments Due | $ 3,264,099 |
COMMITMENTS AND CONTINGUENCIES
COMMITMENTS AND CONTINGUENCIES (Details Narrative) - USD ($) | Mar. 06, 2019 | Mar. 31, 2020 |
Estimated payments (Quarterly) | $ 54,226 | |
Term of lease | 10 years | |
Security deposit | $ 36,820 | |
Term of security deposit | 6 months | |
Combined estimated annual cost (2020) | $ 16,042 | |
Term of lease commencement | 20 years | |
Outstanding loan | $ 1,689,864 | |
Zonepark Rilland [Member] | ||
Term of lease | 25 years | |
Annual lease payment (First fifteen years) | $ 137,859 | |
Annual lease payment (Years sixteen through twenty five) | 55,969 | |
Ultramar Energy Ltd [Member] | ||
Proceeds from private placement | 3,000,000 | |
Repayment of loans | $ 2,000,000 |
SHAREHOLDER'S EQUITY (Details)
SHAREHOLDER'S EQUITY (Details) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Average Exercise Price | |
Warrants, Balance, January 1, 2019 | shares | 13,053,235 |
Warrants, Expired during the period | shares | |
Warrants, Granted during the period | shares | |
Warrants, end of period | shares | 13,053,235 |
Warrants, Exercisable end of period | shares | 13,053,235 |
Weighted average exercise price, Balance, January 1, 2019 | $ / shares | $ 0.15 |
Weighted average exercise price, Expired during the period | $ / shares | 0 |
Weighted average exercise price, Granted during the period | $ / shares | 0 |
Weighted average exercise price, end of period | $ / shares | 0.15 |
Weighted average exercise price, Exercisable end of period | $ / shares | $ 0.15 |
SHAREHOLDER'S EQUITY (Details N
SHAREHOLDER'S EQUITY (Details Narrative) - $ / shares | 1 Months Ended | 3 Months Ended | |
Mar. 20, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | |
Warrants issued | 13,053,235 | 13,543,235 | |
Growthcap Investments Inc. [Member] | Series E Convertible Preferred Stock [Member] | |||
Price per share | $ 0.01 | ||
Aggeregate Shares of common stock | 50,000,000 | ||
Convertible preferred stock, exchange shares | 50,000,000 | ||
Consultants [Member] | Class A common stock [Member] | Third Party [Member] | |||
Restricted stock shares issued | 33,250 | ||
Common stock, shares issued as fees | 135,368 | ||
Common stock available for issuance | 29,150 |
GEOGRAPHICAL INFORMATION (Detai
GEOGRAPHICAL INFORMATION (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2019 | |
Revenues | $ 697,703 | $ 370,131 | $ 370,131 |
Cost of Revenue | 326,973 | 157,008 | 157,008 |
Total Gross Profit | 370,730 | 213,123 | 213,123 |
Investment In Energy Property and Equipment, Net | 32,362,386 | 33,459,478 | 33,459,478 |
Italy [Member] | Subsequent [Member] | |||
Revenues | 297,665 | 160,270 | |
Cost of Revenue | 130,684 | 13,432 | |
Total Gross Profit | 166,981 | 146,838 | |
Investment In Energy Property and Equipment, Net | 16,489,583 | 17,067,553 | 17,067,553 |
Romania [Member] | |||
Revenues | 182,665 | 187,639 | |
Cost of Revenue | 90,831 | 143,576 | |
Total Gross Profit | 91,834 | 44,063 | |
Investment In Energy Property and Equipment, Net | 4,625,777 | 4,772,109 | 4,772,109 |
Germany [Member] | |||
Revenues | 20,290 | 22,222 | |
Cost of Revenue | 99 | 0 | |
Total Gross Profit | 20,191 | 22,222 | |
Investment In Energy Property and Equipment, Net | 1,608,323 | 1,661,516 | 1,661,516 |
Netherlands [Member] | |||
Revenues | 197,083 | 0 | |
Cost of Revenue | 105,359 | 0 | |
Total Gross Profit | 91,724 | 0 | |
Investment In Energy Property and Equipment, Net | $ 9,638,703 | $ 9,958,300 | $ 9,958,300 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Jun. 12, 2020 | Apr. 06, 2020 | Aug. 12, 2020 | May 22, 2020 | Apr. 07, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 |
Owed amounts | $ 0 | $ 16,350 | $ 0 | |||||
Class A common stock [Member] | ||||||||
Common stock shares issued | 118,351,219 | 68,182,602 | ||||||
Subsequent Event [Member] | ||||||||
Accuring interest rate | 10.00% | |||||||
Subsequent Event [Member] | Class A common stock [Member] | Two Consultants [Member] | ||||||||
Common stock shares issued | 700,000 | |||||||
Closing stock price | $ 77,000 | |||||||
Subsequent Event [Member] | F.R.A.N. Energy Investment SRL [Member] | ||||||||
Promissory note description | The Company guaranteed a 9.15 million RON (equivalent to approximately US$2.0M) promissory note issued by both of its subsidiaries, Power Clouds S.R.L., and F.R.A.N. Energy Investment SRL two Romanian companies to OTP Bank in Romania, which is secured in first position against the Romanian solar parks and customer contracts held, accruing interest annually at a rate of ROBOR 3M + 3.3% and having a term of 10 years. | |||||||
Promissory note issued | $ 9,150,000 | |||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Investor [Member] | ||||||||
Accuring interest rate | 65.00% | |||||||
Prior to conversion | 15 years | |||||||
Maturity date | Apr. 6, 2021 | |||||||
Purchase agreement | $ 53,000 | |||||||
Subsequent [Member] | Italy [Member] | ||||||||
Purchase price | $ 15,400,000 | |||||||
Share purchase agreement, description | a wholly owned subsidiary of the Company, and Sycamore Capital (Italy) Limited (the “Seller”) entered into a Share Purchase Agreement (the “SPA”). Pursuant to the terms of the SPA, the Seller agreed to sell to Alternus 100% of the share capital of Solar Sicily S.r.l., an Italian SPV that owns the project rights to develop and construct a 102 MW ground-mounted solar photovoltaic (PV) power plant in Sicily, Italy (the “Project”), in exchange for approximately $15.4 million (€14 million), to be paid on closing (the “Purchase Price”). In July, the Company incorporated 3 new wholly owned subsidiaries, one in the Netherlands, AEN 02 B.V, and two in Italy, PC-Italia-04 Srl, which is wholly owned by AEN 02 BV, and PC-Italia-03 Srl | |||||||
Zonnepark Rilland [Member] | Subsequent Event [Member] | Settlement Agreement [Member] | ||||||||
Owed amounts | $ 2,000,000 |