Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 15, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Interactive Data Current | Yes | ||
ICFR Auditor Attestation Flag | false | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Documents Incorporated by Reference [Text Block] | None | ||
Entity Information [Line Items] | |||
Entity Registrant Name | ALTERNUS CLEAN ENERGY, INC. | ||
Entity Central Index Key | 0001883984 | ||
Entity File Number | 001-41306 | ||
Entity Tax Identification Number | 87-1431377 | ||
Entity Incorporation, State or Country Code | DE | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Public Float | $ 84,807,477 | ||
Entity Contact Personnel [Line Items] | |||
Entity Address, Address Line One | 360 Kingsley Park Drive | ||
Entity Address, Address Line Two | Suite 250 | ||
Entity Address, City or Town | Fort Mill | ||
Entity Address, State or Province | SC | ||
Entity Address, Postal Zip Code | 29715 | ||
Entity Phone Fax Numbers [Line Items] | |||
City Area Code | (803) | ||
Local Phone Number | 280-1468 | ||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | ALCE | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 80,076,664 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor [Table] | |
Auditor Name | Mazars USA LLP |
Auditor Firm ID | 339 |
Auditor Location | New York |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 4,618 | $ 705 |
Accounts receivable, net | 651 | 3,335 |
Unbilled energy incentives earned | 5,607 | 4,954 |
Prepaid expenses and other current assets | 3,344 | 1,482 |
Taxes recoverable | 631 | 1,388 |
Restricted Cash | 19,161 | |
Current discontinued assets held for sale | 80,943 | |
Total Current Assets | 114,955 | 11,864 |
Property and equipment, net | 61,302 | 68,953 |
Right of use asset | 1,330 | 1,004 |
Restricted cash | 6,598 | |
Other receivable | 1,483 | |
Capitalized development cost and other long-term assets, net | 6,216 | 2,146 |
Non-current discontinued assets held for sale | 87,750 | |
Total Assets | 185,286 | 178,315 |
Current Liabilities | ||
Accounts payable | 5,084 | 1,138 |
Accrued liabilities | 24,410 | 3,471 |
Taxes payable | 14 | 616 |
Deferred income | 5,607 | 4,954 |
Operating lease liability | 175 | 75 |
Green bonds | 166,122 | |
Convertible and non-convertible promissory notes, net of debt issuance costs | 31,420 | |
Current discontinued liabilities held for sale | 14,259 | |
Total Current Liabilities | 247,091 | 10,254 |
Green bonds | 149,481 | |
Convertible and non-convertible promissory notes, net of debt issuance costs | 9,214 | |
Operating lease liability, net of current portion | 1,252 | 960 |
Asset retirement obligations | 197 | 397 |
Non-current discontinued liabilities held for sale | 10,591 | |
Total Liabilities | 248,540 | 180,897 |
Shareholders’ Deficit | ||
Preferred stock, $0.0001 par value, 1,000,000 authorized as of December 31, 2023. 0 issued and outstanding as of December 31, 2023. | ||
Common Stock, $0.0001 par value, 150,000,000 authorized as of December 31, 2023; 71,905,363 issued and outstanding as of December 31, 2023 and 57,500,000 issued and outstanding as of December 31, 2022. | 7 | 6 |
Additional paid in capital | 27,874 | 19,797 |
Foreign Currency Translation Reserve | (2,924) | (3,638) |
Accumulated deficit | (88,211) | (18,747) |
Total Shareholders’ Deficit | (63,254) | (2,582) |
Total Liabilities and Shareholder’ Deficit | $ 185,286 | $ 178,315 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 150,000,000 | 150,000,000 |
Common shares, shares issued | 71,905,363 | 57,500,000 |
Common shares, shares outstanding | 71,905,363 | 57,500,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenues | $ 20,084 | $ 17,089 |
Operating Expenses | ||
Cost of revenues | (4,468) | (4,439) |
Selling, general and administrative | (11,228) | (5,720) |
Depreciation, amortization, and accretion | (3,657) | (3,677) |
Development Costs | (798) | (11,372) |
Loss on disposal of assets | (5,501) | (79) |
Total operating expenses | (25,652) | (25,287) |
Loss from operations | (5,568) | (8,198) |
Other income/(expense): | ||
Interest expense | (18,562) | (10,256) |
Fair value movement of FPA Asset | (16,642) | |
Solis bond waiver fee | (11,232) | |
Other expense | (1,642) | (684) |
Other income | 9 | 569 |
Total other expenses | (48,069) | (10,371) |
Loss before provision for income taxes | (53,637) | (18,569) |
Income taxes | (15) | |
Net loss from continuing operations | (53,652) | (18,569) |
Discontinued operations: | ||
Income/(loss) from operations of discontinued business component | (3,885) | 141 |
Impairment loss recognized on the remeasurement to fair value less costs to sell | (11,766) | |
Income tax | (161) | (21) |
Net income/(loss) from discontinued operations | (15,812) | 120 |
Net loss | (69,464) | (18,449) |
Net loss attributable to common stockholders, basic | $ (53,652) | $ (18,569) |
Net loss per share attributable to common stockholders, basic (in Dollars per share) | $ (0.93) | $ (0.32) |
Net loss per share attributable to common stockholders, diluted (in Dollars per share) | $ (0.93) | $ (0.32) |
Weighted-average common stock outstanding, basic (in Shares) | 57,862,598 | 57,500,000 |
Weighted-average common stock outstanding, diluted (in Shares) | 57,862,598 | 57,500,000 |
Comprehensive loss: | ||
Net loss | $ (69,464) | $ (18,449) |
Foreign currency translation adjustment | 714 | (991) |
Comprehensive loss | $ (68,750) | $ (19,440) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders’ Equity (Deficit) - USD ($) $ in Thousands | Preferred Stock | Common Stock | Additional Paid-In Capital | Foreign Currency Translation Reserve | Accumulated Deficit | Total |
Balance at Dec. 31, 2021 | $ 29,220 | $ (2,647) | $ (298) | $ 26,275 | ||
Balance (in Shares) at Dec. 31, 2021 | ||||||
Retroactive application of Merger | $ 6 | (6) | ||||
Retroactive application of Merger (in Shares) | 57,500,000 | |||||
Adjusted balance, beginning of period at Dec. 31, 2021 | $ 6 | 29,214 | (2,647) | (298) | 26,275 | |
Adjusted balance, beginning of period (in Shares) at Dec. 31, 2021 | 57,500,000 | |||||
Distribution to stockholder | (15,063) | (15,063) | ||||
Contribution from stockholder | 5,646 | 5,646 | ||||
Foreign currency translation adjustment | (991) | (991) | ||||
Net Loss | (18,449) | (18,449) | ||||
Balance at Dec. 31, 2022 | $ 6 | 19,797 | (3,638) | (18,747) | (2,582) | |
Balance (in Shares) at Dec. 31, 2022 | 57,500,000 | |||||
Distribution to stockholder | (25,195) | (25,195) | ||||
Contribution from stockholder | 15,295 | 15,295 | ||||
Merger, net of transaction costs | $ 1 | (2,341) | (2,340) | |||
Merger, net of transaction costs (in Shares) | 11,383,809 | |||||
Fair Value of penny warrants | 1,820 | 1,820 | ||||
Issuance of Alternus Clean Energy Inc. common stock to Meteora parties subject to FPA | 16,493 | 16,493 | ||||
Issuance of Alternus Clean Energy Inc. common stock to Meteora parties subject to FPA (in Shares) | 2,796,554 | |||||
Conversion of promissory note payable to related party for common stock in connection with the Merger | 2,005 | 2,005 | ||||
Conversion of promissory note payable to related party for common stock in connection with the Merger (in Shares) | 225,000 | |||||
Foreign currency translation adjustment | 714 | 714 | ||||
Net Loss | (69,464) | (69,464) | ||||
Balance at Dec. 31, 2023 | $ 7 | $ 27,874 | $ (2,924) | $ (88,211) | $ (63,254) | |
Balance (in Shares) at Dec. 31, 2023 | 71,905,363 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities | ||
Net loss from continuing operations | $ (53,652) | $ (18,569) |
Adjustments to reconcile net income/(loss) to net cash provided used in operations: | ||
Depreciation, amortization and accretion | 3,657 | 3,677 |
Amortization of debt discount | 4,859 | 3,871 |
Credit loss expense | 8 | |
Gain (loss) on foreign currency exchange rates | (187) | 288 |
Fair value movement of FPA Asset | 16,642 | |
Solis Bond waiver fee | 11,232 | |
Loss on disposal of asset | 3,889 | |
Non-cash operating lease assets | (299) | (1,049) |
Changes in assets and liabilities, net of effects of acquisitions: | ||
Accounts receivable and other short-term receivables | 4,047 | (2,752) |
Prepaid expenses and other assets | (2,776) | 2,496 |
Accounts payable | 3,673 | (1,225) |
Accrued liabilities | 18,964 | 3,584 |
Operating lease liabilities | 381 | 1,034 |
Net Cash provided by (used in) Operating Activities | 10,438 | (8,645) |
Net Cash provided by (used in) Operating Activities - Discontinued Operations | 2,774 | 1,255 |
Cash Flows from Investing Activities: | ||
Purchases of property and equipment | (4,737) | (1,154) |
Sales of property and equipment | 17,364 | |
Capitalized Cost | (5,857) | (655) |
Construction in Process | (7,445) | (3,164) |
Net Cash provided by (used in) Investing Activities | (675) | (4,973) |
Net Cash provided by (used in) Investing Activities - Discontinued Operations | (83) | (12,429) |
Cash Flows from Financing Activities: | ||
Proceeds from debt | 15,468 | 23,961 |
Payments of debt principal | (210) | |
Debt Issuance Cost | 292 | (1,407) |
Merger proceeds net of transaction costs | (500) | |
Repayment of shareholder loans | (9,282) | |
Distributions to parent | (21,908) | (29,997) |
Contributions from parent | 15,855 | 21,731 |
Net Cash provided by (used in) Financing Activities | 8,997 | 5,006 |
Net Cash provided by (used in) Financing Activities - Discontinued Operations | (5,067) | 7,325 |
Effect of exchange rate on cash | 433 | (558) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 16,817 | (13,019) |
Cash, cash equivalents, and restricted cash beginning of the year | 7,747 | 20,766 |
Cash, cash equivalents, and restricted cash end of the year | 24,564 | 7,747 |
Cash Reconciliation | ||
Cash and cash equivalents | 5,403 | 1,149 |
Restricted cash | 19,161 | 6,598 |
Cash, cash equivalents, and restricted cash end of the year | 24,564 | 7,747 |
Cash paid during the period for: | ||
Interest (net of capitalized interest of 397 and 87 respectively) | 7,321 | 3,828 |
Taxes | $ 2,488 | $ 2,015 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parentheticals) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Statement of Cash Flows [Abstract] | ||
Net of capitalized interest | $ 397 | $ 87 |
Organization and Formation
Organization and Formation | 12 Months Ended |
Dec. 31, 2023 | |
Organization and Formation [Abstract] | |
Organization and Formation | 1. Organization and Formation Alternus Clean Energy, Inc. (the “Company”) was incorporated in Delaware on May 14, 2021 and was originally known as Clean Earth Acquisitions Corp. (“Clean Earth”). On October 12, 2022, Clean Earth entered into a Business Combination Agreement, as amended by that certain First Amendment to the Business Combination Agreement, dated as of April 12, 2023 (the “First BCA Amendment”) (as amended by the First BCA Amendment, the “Initial Business Combination Agreement”), and as amended and restated by that certain Amended and Restated Business Combination Agreement, dated as of December 22, 2023 (the “A&R BCA”) (the Initial Business Combination Agreement, as amended and restated by the A&R BCA, the “Business Combination Agreement”), by and among Clean Earth, Alternus Energy Group Plc (“AEG”) and the Sponsor. Following the approval of the Initial Business Combination Agreement and the transactions contemplated thereby at the special meeting of the stockholders of Clean Earth held on December 4, 2023, the Company consummated the Business Combination on December 22, 2023. In accordance with the Business Combination Agreement, Clean Earth issued and transferred 57,500,000 shares of common stock of Clean Earth, par value $0.0001 per share, to AEG, and AEG transferred to Clean Earth, and Clean Earth received from AEG, all of the issued and outstanding equity interests in the Acquired Subsidiaries (as defined in the Business Combination Agreement) (the “Equity Exchange,” and together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”). In connection with the Closing, the Company changed its name from Clean Earth Acquisition Corp. to Alternus Clean Energy, Inc. Clean Earth’s only precombination assets were cash and investments and the SPAC did not meet the definition of a business in accordance with U.S. GAAP. Therefore, the substance of the transaction was a recapitalization of the target (AEG) rather than a business combination or an asset acquisition. In such a situation, the transaction is accounted for as though the target issued its equity for the net assets of the SPAC and, since a business combination has not occurred, no goodwill or intangible assets would be recorded. As such, AEG is considered the accounting acquirer and these consolidated financial statements represent a continuation of AEG’s financial statements. Assets and liabilities of AEG are presented at their historical carrying values. Alternus Clean Energy Inc. is a holding company that operates through the following forty-seven operating subsidiaries as of December 31, 2023: Subsidiary Principal Date Acquired / ALTN Ownership Country of Power Clouds S.r.l. SPV 31 March 2015 Solis Bond Company DAC Romania F.R.A.N. Energy Investment S.r.l. SPV 31 March 2015 Solis Bond Company DAC Romania PC-Italia-01 S.r.l. Sub-Holding SPV 15 May 2015 AEG MH 02 Limited Italy Zonnepark Rilland B.V. SPV 20 December 2019 Solis Bond Company DAC Netherlands PC-Italia-03 S.r.l. SPV 1 July 2020 AEG MH 02 Limited Italy PC-Italia-04 S.r.l. SPV 15 July 2020 AEG MH 02 Limited Italy Solis Bond Company DAC Holding Company 16 October 2020 AEG JD 03 Limited Ireland ALT US 03, LLC LLC Acquired 15 December 2020 ALT US 03 LLC USA Alternus Energy Americas Inc. Holding Company 10 May 2021 Alternus Energy Group Pl USA LJG Green Source Energy Beta S.r.l SPV 29 July 2021 Solis Bond Company DAC Romania Ecosfer Energy S.r.l. SPV 30 July 2021 Solis Bond Company DAC Romania Lucas EST S.r.l. SPV 30 July 2021 Solis Bond Company DAC Romania Risorse Solari I S.r.l. SPV 28 September 2019 AEG MH 02 Limited Italy Risorse Solari III S.r.l. SPV 3 August 2021 AEG MH 02 Limited Italy Alternus Iberia S.L. SPV 4 August 2021 AEG MH 02 Limited Spain Solarpark Samas Sp. z o.o. SPV 31 August 2021 Solis Bond Company DAC Poland AED Italia-01 S.r.l. SPV 22 October 2021 AEG MH 02 Limited Italy AED Italia-02 S.r.l. SPV 22 October 2021 AEG MH 02 Limited Italy AED Italia-03 S.r.l. SPV 22 October 2021 AEG MH 02 Limited Italy AED Italia-04 S.r.l. SPV 22 October 2021 AEG MH 02 Limited Italy AED Italia-05 S.r.l. SPV 22 October 2021 AEG MH 02 Limited Italy ALT US 01 LLC SPV 6 December 2021 Alternus Energy Americas Inc. USA Elektrownia PV Komorowo Sp. z o.o. SPV 22 December 2021 Solis Bond Company DAC Poland PV Zachod Sp. z o.o. SPV 22 December 2021 Solis Bond Company DAC Poland AEG MH 01 Limited Holding Company 8 March 2022 Alternus Lux 01 S.a.r.l. Ireland AEG MH 02 Limited Holding Company 8 March 2022 AEG JD 03 Limited Ireland ALT US 02 LLC Holding Company 8 March 2022 Alternus Energy Americas Inc. USA AEG JD 01 Limited Holding Company 16 March 2022 AEG MH 03 Limited Ireland AEG JD 03 Limited Holding Company 21 March 2022 Alternus Lux 01 S.a.r.l. Ireland RA01 Sp. z o.o. SPV 24 March 2022 Solis Bond Company DAC Poland Gardno Sp. z o.o. SPV 24 March 2022 Solis Bond Company DAC Poland Gardno2 Sp. z o.o. SPV 24 March 2022 Solis Bond Company DAC Poland ALT US 03 LLC SPV 4 May 2022 Alternus Energy Americas Inc. USA Alt Spain 03, S.L.U. SPV 31 May 2022 Alt Spain Holdco S.L. Spain AEG MH 03 Limited Holding Company 10 June 2022 AEG MH 01 Limited Ireland Lightwave Renewables, LLC SPV Acquired 29 June 2022 ALT US 02 LLC USA Alt Spain Holdco, S.L.U. (NF Projects S.L) Holding Company Acquired 14 July 2022 AEG MH 02 Limited Spain AED Italia-06 S.r.l. SPV 2 August 2022 AEG MH 02 Limited Italy AED Italia-07 S.r.l. SPV 2 August 2022 AEG MH 02 Limited Italy AED Italia-08 S.r.l. SPV 5 August 2022 AEG MH 02 Limited Italy ALT US 04 LLC Holding Company 14 September 2022 Alternus Energy Americas Inc. USA Alternus LUX 01 S.a.r.l. Holding Company 5 October 2022 Alternus Energy Group Plc Luxembourg Alt Spain 04, S.L.U. SPV May 2022 Alt Spain Holdco, S.L.U. Spain Alt Alliance LLC Holding Company September 2023 Alternus Energy Amercias Inc. USA ALT US 05 LLC Holding Company September 2023 Alternus Energy Americas Inc. USA ALT US 06 LLC Holding Company October 2023 Alternus Energy Americas Inc. USA ALT US 07 LLC Holding Company November 2023 Alternus Energy Americas Inc. USA |
Going Concern and Management's
Going Concern and Management's Plans | 12 Months Ended |
Dec. 31, 2023 | |
Going Concern and Management’s Plans [Abstract] | |
Going Concern and Management's Plans | 2. Going Concern and Management’s Plans Our consolidated financial statements for the year ended December 31, 2023, identifies 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 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 shown in the accompanying consolidated financial statements during the period ended December 31, 2023, the Company had net loss from continuing operations of ($53.7) million and a net loss of ($18.6) million for the year ended December 31, 2023 and 2022. The Company had total shareholders’ equity/(deficit) of ($63.3) million as of December 31, 2023 and ($2.6) million at December 31, 2022. The Company had $4.6 million of unrestricted cash on hand as of December 31, 2023. Our operating revenues are insufficient to fund our operations and our assets already are pledged to secure our indebtedness to various third party secured creditors, 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, 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 secure additional capital. However, we cannot provide any assurances that we will be successful in accomplishing any of these plans. As of December 31, 2022, Solis was in breach of the three financial covenants under Solis’ Bond terms: (i) the minimum Liquidity Covenant that requires the higher of €5.5 million or 5% of the outstanding Nominal Amount, (ii) the minimum Equity Ratio covenant of 25%, and (iii) the Leverage Ratio of NIBD/EBITDA to not be higher than 6.5 times for the year ended December 2021, 6.0 times for the year ended December 31, 2022 and 5.5 times for the period ending on the maturity date of the Bond, January 6, 2024. The Solis Bond carries a 3 months EURIBOR plus 6.5% per annum interest rate, and has quarterly interest payments, with a bullet payment to be paid on January 6, 2024. The Solis Bond is senior secured through a first priority pledge on the shares of Solis and its subsidiaries, a parent guarantee from Alternus Energy Group Plc, and a first priority assignment over any intercompany loans. In April 2023 the bondholders approved a temporary waiver and an amendment to the bond terms to allow for a change of control in Solis (which allows for the transfer of Solis and its subsidiaries underneath Clean Earth Acquisitions Corp. on Business Combination Closing). In addition, bondholders received a preference share in an Alternus holding company, AEG JD 02 Limited, which holds certain development projects in Spain and Italy. The shares will have preference on any distribution up to €10 million, and AEG JD 02 will divest assets to ensure repayment of the €10 million should the bonds not have been fully repaid at maturity (January 6, 2024). Finally, bondholders will receive a 1% amendment fee, which equates to €1.4 million. On June 5, 2023 the bondholders approved an extension to the waiver to September 30, 2023 and the bond trustee was granted certain additional information rights and the right to appoint half of the members of the board of directors of Solis, in addition to the members of the board appointed by the Company. Under the waiver agreement, as extended, Solis must fully repay the Bonds by September 30, 2023. If Solis is unable to fully repay the Solis Bonds by September 30, 2023, Solis’ bondholders have the right to immediately transfer ownership of Solis and all of its subsidiaries to the bondholders and proceed to sell Solis’ assets to recoup the full amount owed to the bondholders, which as of September 30, 2023 is currently €150,000,000 (approximately $159,000,000). If the ownership of Solis and all of its subsidiaries were to be transferred to the Solis bondholders, the majority of the Company’s operating assets and related revenues and EBIDTA would be eliminated. On October 16 2023, bondholders approved to further extend the temporary waiver to December 16, 2023. On December 18, 2023, a representative group of the bondholders approved an extension of the temporary waivers and the maturity date of the Solis Bonds until January 31, 2024, with the right to further extend to February 29, 2024 at the Solis Bond trustee’s discretion, which was subsequently approved by a majority of the bondholders on January 3, 2024. On March 12, 2024, the bondholders approved an additional extension to April 30, 2024. As such, the Solis bond debt is currently recorded as short-term debt. On December 28, 2023, Solis sold 100% of the share capital in its Italian subsidiaries for approximately €15.8 million (approximately $17.5 million). Subsequently, on January 18, 2024, Solis sold 100% of the share capital in its Polish subsidiaries for approximately € € €59,100,000 million (approximately $68.5 million) of amounts outstanding under the bonds The Company is currently working on several processes to address the going concern issue. In January of 2024, ALCE filed an S1 with the SEC in order to raise additional funds in the first half of 2024. We are working with multiple global banks and funds to secure the necessary project financing to execute on our transatlantic business plan. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Basis of Presentation The Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Basis of Consolidation The consolidated financial statements include the financial statements of the Company and its 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 consolidated financial statements from the effective date of acquisition or up to the effective date of disposal, as appropriate. Related Party Transactions A Related Party transaction is any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which (i) the Company or any of its subsidiaries is or will be a participant, and (ii) any Related Party has or will have a direct or indirect interest. A Related Party is any person who is or was (since the beginning of the last fiscal year even if such person does not presently serve in that role) an executive officer or director of the Company, any shareholder owning more than 5% of any class of the Company’s voting securities, or an immediate family member of any such person. Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument. Refer to Footnote 25 for more details. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses for the periods presented. Significant items subject to such estimates include, but are not limited to, the assumptions utilized in the valuation of the assets acquired and liabilities assumed, determination of a business combination or asset acquisition, impairment of long-lived assets, measurement of level 3 fair value assets, and recovery of capitalized cost. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustment when facts and circumstance dictate. These estimates are based on information available as of the date of financial statements; therefore, actual results could differ from these estimates. S egments The Company has two operating segments, U.S. Operations and European Operations, and the decision-making group is the CEO and CFO of the Company (as a group). The CODM regularly review the Reporting Packs that contain financial and operational results aggregated by geography as well as consolidated income statement, balance sheet, and equity of the overall company. Cash and Cash Equivalents The Company considers cash and highly liquid investments with original maturities of three months or less to be cash and cash equivalents. The Company maintains cash and cash equivalents with major financial institutions, the largest concentration in JP Morgan in the U.S, Ireland, and Italy, Unicredit in Romania, and with ING in Poland and the Netherlands. The Company may at times exceed federally insured limits or statutorily insured limits in a foreign jurisdiction. The Company periodically assesses the financial condition and due to the size and stability of the institutions believes the risk of loss to be remote. Restricted Cash Restricted cash relates to balances that are in the bank accounts for specific defined purposes and cannot be used for any other undefined purposes. Restricted cash is primarily restricted stemming from requirements under the Green Bond terms. The balance has a debt service reserve account, per the requirements from the Bond Trustee, that issues quarterly coupons to the Bond holders. Accounts Receivable Accounts receivable are uncollateralized customer obligations due under normal trade terms requiring payment within that period. Accounts receivables are presented net of allowance for doubtful accounts. The Company establishes an allowance for doubtful customer accounts, through a review of historical losses, customer balances, and industry economic conditions. Under the expected loss model, a loss (or allowance) is recognized upon initial recognition of the asset that reflects all future events that may lead to a loss being realized, regardless of whether it is probable that the future event will occur. The Company extends credit based on an evaluation of customers’ financial condition and determines any additional collateral requirements. Exposure to losses on receivables is principally dependent on each customer’s financial condition. The Company considers invoices past due when they are outstanding longer than the stated term. Under the expected loss model, a loss (or allowance) is recognized upon initial recognition of the asset that reflects all future events that may lead to a loss being realized, regardless of whether it is probable that the future event will occur. Management considers the carrying value of accounts receivable to be fully collectible. If amounts become uncollectible, they are charged to operations in the period in which that determination is made. The allowance for credit losses was $7 thousand an $0 as of December 31, 2023 and 2022 respectively. Concentration of Credit Risk At times, the Company maintains cash balances in financial institutions which may exceed federally insured limits. The Company maintains cash balances in all countries in which it operates and in Ireland where the Company is headquartered. Government coverage for the Company’s cash balances are as follows: ● European Union - $105,841 (€100,000) per account is covered for operations in Romania, Poland, Italy, the Netherlands, and the Company’s headquarters in Ireland. ● United States - $250,000 The Company has four cash accounts across the European countries and a net of $18.8 million above government insurance amounts. The Company has six cash accounts across the United States and a net of $2.5 million above the government insurance amounts. The Company has not experienced any losses relating to such accounts and believes it is not exposed to significant credit risk on its cash and cash equivalents or restricted cash. Additionally, one customer represented 35% of continuing operational revenues during the year ended December 31, 2023 and three customers represented 61% of the Company’s continuing operational accounts receivable for the year ended December 31, 2023. These concentrations represent a risk to revenues and cash flows should these customers face financial difficulties. Economic Concentrations The Company and its subsidiaries own and operate solar generating facilities installed on buildings and land located across Europe and the US. Future operations could be affected by changes in the economy, other conditions in those geographic areas or by changes in the demand for renewable energy. Property and Equipment Property and equipment are stated at cost less accumulated depreciation, amortization and impairment. The cost of an asset comprises its purchase price and any directly attributable costs of bringing the asset to its present working condition and location for its intended use. Depreciation is computed on a straight-line basis over the estimated useful lives. The useful lives per asset class are as follows: ● Solar Energy Facilities carry a useful life of the lesser of 35 years from the original placed in-service date or the lease term of the land on which they are built. ● Leasehold improvements are amortized over the shorter of the lease term or their estimated useful file. ● Furniture and fixtures carry a useful life of 3 years. ● Software and computer equipment carry a useful life of 3 and 5 years respectively. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. Expenditures for maintenance and repairs, which do not materially extend the useful lives of assets, are charged to expense as incurred. Upon retirement, sale or other disposition of equipment, the cost and accumulated depreciation are removed from the respective accounts and a gain or loss, if any, is recognized in income/(loss) from operations in the Consolidated Statements of Operations and Comprehensive Loss during the year of disposal. When the Company abandons the anticipated construction of a new solar energy facility during the development phase, costs previously capitalized to development in progress are written off at the parent company. Capitalized Development Cost Capitalized development cost relates to various projects that are under development for the period. As management determines to proceed with the development of a new solar park, or purchase an existing construction project of a solar park, cost toward the final value of that project are recorded in Capitalized Development Cost on the Consolidated Balance Sheet. Cost can include, but are not limited to, financial, technical and legal due diligence costs. As the Company closes either the purchase or development of new solar parks and begins construction in process and then are added to the final asset displayed in Property, and Equipment. If the Company does not close on the prospective project, these costs are written off to Development Cost on the Consolidated Statement Operations and Comprehensive Loss. Impairment of Solar Energy Facilities The Company reviews its investments in property and equipment for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Impairment is evaluated at the asset group level, which is determined based upon the lowest level of separately identifiable cash flows. When evaluating for impairment, if the estimated undiscounted cash flows from the use of the asset group are less than the asset group’s carrying amount, then the asset group is deemed to be impaired and is written down to its fair value. Fair value is determined by net realizable value of the assets using ASC 820. The amount of the impairment loss is equal to the excess of the asset group’s carrying value over its estimated fair value During the year ended December 31, 2023, the Company recorded an impairment loss of $11.8 million in the Consolidated Statement of Operations and Comprehensive Loss related to the Polish assets held for sale to reduce the carrying amount of the assets in the disposal group to their fair value less costs to sell. This was recognized in discontinued operations on the Consolidated Statement of Operations and Comprehensive Loss. Deferred Financing Costs and Debt Discount Amortization The Company incurs expenses related to debt arrangements. These deferred financing costs and debt discount costs are capitalized and amortized over the term of the related debt or revolving credit facilities and netted against the related debt. Asset Retirement Obligations In connection with the acquisition or development of solar energy facilities, the Company may have the legal requirement to remove long-lived assets constructed on leased property and to restore the leased property to its condition prior to the construction of the long-lived assets. This legal requirement is referred to as an asset retirement obligation (ARO). If the Company determines that an ARO is required for a specific solar energy facility, the Company records the present value of the estimated future liability when the solar energy facility is placed in service as an ARO liability. The discount rate used to estimate the present value of the expected future cash flows for the year ended December 31, 2023 and 2022 was 7.3% and 7.1% respectively. The Company accretes the ARO liability to its future value over the solar energy facility’s useful life and records the related interest expense to amortization expense on the consolidated statement of operations. Solar facilities that require AROs are recorded as part of the carrying value of property and depreciated over the solar energy facility’s useful life. Leases In February 2016, the FASB established Topic 842, Leases, by issuing Accounting Standards Update (ASU) No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use model (ROU) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. The Company adopted the new standard on January 1, 2022 and used the effective date as our date of initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2022. The new standard provides a number of optional practical expedients in transition. We elected the ‘package of practical expedients’, which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. Upon adoption the company recognized $8.8 million of Right of Use Assets and $8.7 million of associated liabilities. Lease assets and liabilities are recognized based on the present value of the future lease payments over the lease term at the lease commencement date and are presented on the consolidated statements of financial condition. The Company estimates its incremental borrowing rate based on information available at the commencement date in determining the present value of future payments. For additional information, see Footnote 16 - Leases. Operating lease expense attributable to site leases is reported within cost of revenues in the Company’s Statement of Operations and Comprehensive Loss; whereas lease expense attributable to all other operating leases is reported within selling, general, and administrative expense in the Company’s Statement of Operations and Comprehensive Loss. Revenue Recognition The Company follows the guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). The core principle underlying revenue recognition under ASC 606 is that revenue should be recognized as goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled. ASC 606 defines a five-step process to achieve this core principle. ASC 606 also mandates additional disclosure about the nature, amount, timing and uncertainty of revenues and cash flows arising from customer contracts, including significant judgments, and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The Company derives revenues through its subsidiaries from the sale of electricity and the sale of solar renewable energy credits (RECs) in Romania and guarantees of origin certificates (GoOs) in Poland. The Company receives Green Certificates based on the amount of energy produced in Romania. Energy generation revenue and solar renewable energy credits revenue are recognized as electricity generated by the Company’s solar energy facilities is delivered to the grid, at which time all performance obligations have been delivered. Revenues are based on actual output and contractual sale prices set forth its customer contracts. The Company’s current portfolio of renewable energy facilities is generally contracted under long-term Country Renewable Programs (FIT programs) in Italy or Energy Offtake Agreements (PPAs/VPPAs) with creditworthy counterparties in Poland, Romania and the United States. Pricing of the electricity sold under these FITs and PPAs is generally fixed for the duration of the contract, although some of its PPAs have price escalators based on an index (such as the consumer price index) or other rates specified in the applicable PPA. One solar park in the Netherlands receives pre-payments calculated at the beginning of the year and based on the previous years’ production (MWhs produced) multiplied by a calculated average price per MWh for the year and divided by twelve. The Company books revenue monthly by multiplying actual production per the Company’s meters by the average price provided by the Offtaker at the beginning of the year to estimate revenue for the month. There is a true-up performed in June of the following year using actual power produced for the previous year multiplied by the average EPEX price (average actual market price per KWh for the year) less the prepayment for the year. If the true-up calculation is positive, The Offtaker settles with a payment to the Company. If the true-up is negative, the Company settles with a payment to Offtaker. Disaggregated Revenues The following table shows the Company’s revenues disaggregated by country and contract type: Year Ended December 31, Revenue by Country 2023 2022 (in thousands) Italy $ 3,360 $ 3,354 Romania 16,608 13,710 United States 116 25 Total for continuing operations $ 20,084 $ 17,089 Discontinued Operations: Netherlands $ 2,840 $ 1,596 Poland 7,593 10,709 Total for discontinued operations $ 10,433 $ 12,305 Total for the period $ 30,517 $ 29,394 Year Ended December 31, Revenue by Offtake Type 2023 2022 (in thousands) Country Renewable Programs $ 2,972 $ 2,885 Green Certificates 10,548 9,409 Energy Offtake Agreements 6,560 4,795 Other Revenue 4 - Total for continuing operations $ 20,084 $ 17,089 Discontinued Operations: Country Renewable Programs $ 5,499 $ 6,994 Guarantees of Origin 129 44 Energy Offtake Agreements 4,805 5,267 Total for discontinued operations $ 10,433 $ 12,305 Total for the period $ 30,517 $ 29,394 One customer represented 35% of continuing operational revenues during the year ended December 31, 2023 compared to two customers that represented 29% for the year ended December 31, 2022. The revenues from these customers accounted for $11.4 million and $9.7 million of revenue for the year ended December 31, 2023 and 2022 respectively. Two customers represented 34% of the discontinued operational revenues during the year ended December 31, 2023 compared to two customers that represented 42% for the year ended December 31, 2022. The revenues from these customers accounted for $11.2 million and $14.2 million of revenue for the year ended December 31, 2023 and 2022 respectively. Three customers represented 61% of the Company’s continuing operational accounts receivable for the year ended December 31, 2023. One customer represented 23% of the Company’s discontinued operational accounts receivable for the year ended December 31, 2023. The company did not have any customers who represented more than 10% of accounts receivable for the year ended December 31, 2022. Unbilled Energy Incentives Earned The Company derives revenues from the sale of green certificates for the Romania projects. The green certificates revenues are recognized in the month they are generated by the solar project and registered with the local authority. The Company considers them unbilled at the end of the period if they have not been invoiced to a third-party customer. Cost of Revenue Cost of revenue primarily consists of operations and maintenance expense, insurance premiums, property taxes and other miscellaneous costs associated with the operations of solar energy facilities. Costs are charged to expense as incurred. Taxes Recoverable and Payable The Company records taxes recoverable when there has been an overpayment of taxes due to timing of the Value Added Tax (VAT) between vendors and customers. The VAT tax can also be offset against a Country’s income taxes where the VAT was registered. Development Cost Development costs are incurred when the Company abandons the development or acquisition of renewable energy projects. The Company depends heavily on government policies that support our business and enhance the economic feasibility of developing and operating solar energy projects in regions in which we operate or plan to develop and operate renewable energy facilities. The Company can decide to abandon a project if it becomes uneconomic due to various factors, for example, a change in market conditions leading to higher costs of construction, lower energy rates, or other factors that change the expected returns on the project. In addition, political factors or otherwise where governments from time to time may review their laws and policies that support renewable energy and consider actions that would make the laws and policies less conducive to the development and operation of renewable energy facilities. Any reductions or modifications to, or the elimination of, governmental incentives or policies that support renewable energy or the imposition of additional taxes or other assessments on renewable energy, could result in, among other items, the lack of a satisfactory market for the development and/or financing of new renewable energy projects, our abandoning the development of renewable energy projects, a loss of our investments in the projects and reduced project returns, any of which could have a material adverse effect on our business, financial condition, results of operations and prospects. At the time The Company decides to abandon a project, Development Cost are recognized on the Consolidated Statements of Operations and Other Comprehensive Income/(Loss) Risks and Uncertainties The Company’s operations are subject to significant risks and uncertainties including financial, operational, technological, and regulatory risks and the potential risk of business failure. See Note 2 regarding going concern matters. Fair Value of Financial Instruments The Company measures its financial instruments at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. 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. Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. Level 3 – Pricing inputs that are unobservable. 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 holds various financial instruments that are not required to be measured at fair value. For cash and cash equivalents, restricted cash, accounts receivable, various debt instruments, prepayments and other current assets, accounts payable, accrued liabilities and other current liabilities, the carrying value approximated their fair values due to the short-term maturity of these instruments. The Company’s forward purchase agreement asset is considered a Level 3 financial instrument at fair value and is described below (see Note 5). Business Combinations and Acquisition of Assets The Company applies the definition of a business in ASC 805, Business Combinations, When an acquired group of assets does not constitute a business, the transaction is accounted for as an asset acquisition. The cost of assets acquired, and liabilities assumed in asset acquisitions is allocated based upon relative fair value. The fair value measurements of the solar facilities acquired, and asset retirement obligations assumed were derived utilizing an income approach and based, in part, on significant inputs not observable in the market. These inputs include, but are not limited to, estimates of future power generation, commodity prices, operating costs, and appropriate discount rates. These inputs require significant judgments and estimates at the time of the valuation. Transaction costs, including legal and financing fees directly related to the acquisition, incurred are capitalized as a component of the assets acquired. The allocation of the purchase price directly affects the following items in the Company’s consolidated financial statements: ● The amount of purchase price allocated to the various tangible and intangible assets and liabilities on the Company Balance Sheet, ● The amounts allocated to all other tangible assets and intangibles are amortized to depreciation or amortization expense, with the exception of favorable and unfavorable rate land leases and unfavorable rate Operation and Maintenance (O&M) contracts which are amortized to cost of revenue; and The period of time over which tangible and intangible assets and liabilities are depreciated or amortized varies, and thus, changes in the amounts allocated to these assets and liabilities will have a direct impact on the Company’s results of operations. Income Taxes Deferred taxes are determined using the asset and 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. The Company evaluated the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in the 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 the 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. As a result of the Tax Cuts and Jobs Act (TCJA) of 2017, the Company analyzed if a liability needed to be recorded for the deemed repatriation of undistributed earnings. It was determined that there is no outstanding liability associated with this based on overall negative undistributed earnings (accumulated deficit) in the consolidated foreign group. An additional provision of the TCJA is the implementation of the Global Intangible-Low Taxed Income Tax, or “GILTI.” The Company has elected to account for the impact of GILTI in the period in which the tax actually applies to the Company. Penalties and interest assessed by income tax authorities would be included in income tax expense. For the period ended December 31, 2023, the Company did not incur any penalties or interest. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718. Stock-based compensation expense for equity instruments issued to employees and non-employees is measured based on the grant-date fair value of the awards. The fair value of each stock unit is determined based on the valuation of the Company’s stock on the date of grant. The fair value of each stock option is estimated on the date of grant using the Black-Scholes-Merton stock option pricing valuation model. The Company uses the simplified method for calculating the expected term of their options. The Company recognizes compensation costs using the straight-line method for equity compensation awards over the requisite service period of the awards, which is generally the awards’ vesting period. The Company accounts for forfeitures of awards in the period they occur. Use of the Black-Scholes-Merton option-pricing model requires the input of highly subjective assumptions, including (1) the expected terms of the option, (2) the expected volatility of the price of the Company’s common stock, and (3) the expected dividend yield of our common stock. The assumptions used in the option-pricing model represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgments. If factors change and different assumptions are used, the Company’s stock-based compensation expense could be materially different in the future. Additional inputs to the Black-Scholes-Merton option-pricing model include the risk-free interest rate and the fair value of the Company’s common stock. The Company determines the risk-free interest rate by using the U.S. Treasury Rates of the same period as the expected term of the stock-option. Net Loss Per Share Net loss per share is computed pursuant to ASC 260, Earnings per Share Year Ended December 31, 2023 2022 (in thousands) Warrants 12,345 11,945 Total 12,345 11,945 Foreign Currency Transactions and Other Comprehensive Loss Foreign currency transactions are those transactions whose terms are denominated in a currency other than the currency of the primary economic environment in which the Company operates, which is referred to as the functional currency. The functional currency of the Company’s foreign subsidiaries is typically the applicable local currency which is Romanian Lei (RON), Polish Zloty (PLN) or European Union Euros (EUR). Transactions denominated in foreign currencies are remeasured to the functional currency using the exchange rate prevailing at the balance sheet date for balance sheet accounts and using an average exchange rate during the period, which approximates the daily exchange rate, for income statement accounts. Foreign currency gains or losses resulting from such remeasurement are included in the Consolidated Statement of Operations in the period in which they arise. Transaction gains and losses are recognized in the Company’s 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 year ended December 31, 2023 and 2022. The translation from functional 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 using an average exchange rate during the period, which approximates the daily exchange rate, for income statement accounts. The effects of translating financial statements from functional currency to reporting currency are recorded in other comprehensive income. For the years ended December 31, 2023 and 2022, the increase/(decrease) in comprehensive loss related to foreign currency translation gains was $0.7 million and ($1.0) million, respectively. Recently Adopted Accounting Pronouncements In June 2016, the F |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Acquisitions of Assets [Abstract] | |
Business Combination | 4. Business Combination As discussed in Note 1 – Organization and Formation, on December 22, 2023, Clean Earth Acquisitions Corp. (“CLIN”), Alternus Energy Group Plc (“AEG”) and Clean Earth Acquisition Sponsor LLC (the “Sponsor”) completed the Business Combination. Upon the Closing of the Business Combination, the following occurred: ● In connection with the Business Combination, AEG transferred to CLIN all issued and outstanding AEG interests in certain of its subsidiaries (the “Acquired Subsidiaries”) in exchange for the issuance by CLIN at the Closing of 57,500,000 shares of common stock of CLIN. At Closing, CLIN changed its name to Alternus Clean Energy, Inc. (“ALCE” or the “Company”). ● In connection with the Business Combination, 23,000,000 rights to receive one-tenth (1/10) of one share of Class A common stock was exchanged for 2,300,000 shares of the Company’s common stock. ● In addition to shares issued to AEG noted above, 225,000 shares of Common Stock were issued at Closing to the Sponsor to settle a CLIN convertible promissory note held by the Sponsor at Closing. ● Each share of CLIN Class A common stock held by the CLIN Sponsor prior to the closing of the Business Combination, which totaled 8,556,667 shares, was exchanged for, on a one-for-one basis for shares of the Company’s Common Stock. ● Each share of CLIN common stock subject to possible redemption that was not redeemed prior to the closing of the Business Combination, which totaled 127,142 shares, was exchanged for, on a one-for-one basis for shares of the Company’s Common Stock. ● In connection with the Business Combination, an investor that provided the Company funding through a promissory note, was due to receive warrants to purchase 300,000 shares of Common Stock at an exercise price of $0.01 per share and warrants to purchase 100,000 shares of Common Stock at an exercise price of $11.50 per share pursuant to the Secured Promissory Note Agreement dated October 3, 2023. Upon closing of the Business Combination, the investor received those warrants. ● In connection with the Business Combination, CLIN entered into a Forward Purchase Agreement (the “FPA”) with certain accredited investors (the “FPA Investors”) that gave the FPA Investors the right, but not an obligation, to purchase up to 2,796,554 shares of CLIN’s common stock. Of the 2,796,554 shares, the FPA Investors purchased 1,300,320 shares of Common Stock and the Company issued an aggregate of 1,496,234 shares of the Company’s common stock pursuant to the FPA. ● The proceeds received by the Company from the Business Combination, net of the FPA and transaction costs, totaled $5.1 million. The following table presents the total Common Stock outstanding immediately after the closing of the Business Combination: Number of Exchange of CLIN common stock subject to possible redemption that was not redeemed for Alternus Clean Energy Inc. common stock 127,142 Exchange of public share rights held by CLIN shareholders for Alternus Clean Energy Inc. common stock 2,300,000 Issuance of Alternus Clean Energy, Inc. common stock to promissory note holders 400,000 Exchange of CLIN Class A common stock held by CLIN Sponsor for Alternus Clean Energy Inc. common stock 8,556,667 Subtotal - Business Combination, net of redemptions 11,383,809 Issuance of shares under the FPA 1,496,234 Shares purchased by the accredited investor under the FPA 1,300,320 Issuance of Alternus Clean Energy Inc. common stock to Alternus Energy Group Plc. on the Closing Date 57,500,000 Issuance of Alternus Clean Energy Inc. common stock to the CLIN Sponsor as a holder of CLIN convertible notes on the Closing Date 225,000 Total – Alternus Clean Energy Inc. common stock outstanding as a result of the Business Combination, FPA, exchange of Acquired Subsidiaries’ shares for shares of Alternus Clean Energy Inc. and issuance of Alternus Clean Energy Inc. common stock the holder of CLIN convertible notes. 71,905,363 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 5. Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Inputs used to measure fair value are prioritized within a three-level fair value hierarchy. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. On December 3, 2023, the Company entered into an agreement with (i) Meteora Capital Partners, LP, (ii) Meteora Select Trading Opportunities Master, LP, and (iii) Meteora Strategic Capital, LLC (collectively “Meteora”) for OTC Equity Prepaid Forward Transactions (the “FPA”). The purpose of the FPA was to decrease the amount of redemptions in connection with the Company’s Special Meeting and potentially increase the working capital available to the Company following the Business Combination. Pursuant to the terms of the FPA, Meteora purchased 2,796,554 (the “Purchased Amount”) shares of common stock concurrently with the Business Combination Closing pursuant to Meteora’s FPA Funding Amount PIPE Subscription Agreement, less the 1,300,320 shares of common stock separately purchased from third parties through a broker in the open market (“Recycled Shares”). Following the consummation of the Business Combination, Meteora delivered a Pricing Date Notice dated December 10, 2023 which included 1,300,320 Recycled Shares, 1,496,234 additional shares and 2,796,554 total number of shares. The FPA provides for a prepayment shortfall in an amount in U.S. dollars equal to $500,000. Meteora in its sole discretion may sell Recycled Shares at any time following the Trade Date at prices (i) at or above $10.00 during the first three months following the Closing Date and (ii) at any sales price thereafter, without payment by Meteora of any Early Termination Obligation until such time as the proceeds from such sales equal 100% of the Prepayment Shortfall The number of shares subject to the Forward Purchase Agreement is subject to reduction following a termination of the FPA with respect to such shares as described under “Optional Early Termination” in the FPA. The reset price is set at $10.00. Commencing June 22, 2024 the reset price will be subject to reduction upon the occurrence of a Dilutive Offering. The Company holds various financial instruments that are not required to be recorded at fair value. For cash, restricted cash, accounts receivable, accounts payable, and short-term debt the carrying amounts approximate fair value due to the short maturity of these instruments. The fair value of the Company’s recorded forward purchase agreement (“FPA”) is determined based on unobservable inputs that are not corroborated by market data, which require a Level 3 classification. A Monte Carlo simulation model was used to determine the fair value. The Company records the forward purchase agreement at fair value on the consolidated balance sheets with changes in fair value recorded in the consolidated statements of operation. The following table presents balances of the forward purchase agreement with significant unobservable inputs (Level 3) as of December 31, 2023, in thousand: Fair Value Measurement Level 1 Level 2 Level 3 Total Forward Purchase Agreement - - 483 483 Total $ - $ - $ 483 $ 483 The following table presents changes of the forward purchase agreement with significant unobservable inputs (Level 3) for the year ended December 31, 2023, in thousand: Forward Purchase Agreement Asset Balance at January 1, 2023 $ - Recognition of Forward Purchase Agreement Asset 17,125 Change in fair value (16,642 ) Balance at December 31, 2023 $ 483 The Company measures the forward purchase agreement using a Monte Carlo simulation valuation model using the following assumptions: Forward Purchase Agreement Asset Rik-free rate 4% Underlying stock price $1.50 Expected volatility 75% Term 2.98 years Dividend yield 0% |
Business Combination and Acquis
Business Combination and Acquisitions of Assets | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Acquisitions of Assets [Abstract] | |
Business Combination and Acquisitions of Assets | 6. Business Combination and Acquisitions of Assets The Company applies the definition of a business in ASC 805, Business Combinations Acquisition of RA01 Sp. Z.O.O. On March 24, 2022, the Company acquired a solar park portfolio located in Poland from a third party for a total purchase price, net of cash received, of $1.1 million. The transaction was accounted for as an acquisition of assets, whereby the Company acquired $1.0 million of property and equipment and $0.1 million of other assets. These assets have been moved to discontinued operations as of December 31, 2023. Refer to Footnote 20 for more details. Acquisition of Gardno Sp. Z.O.O. On March 24, 2022, the Company acquired a solar park portfolio located in Poland from a third party for a total purchase price, net of cash received, of $6.6 million. The transaction was accounted for as an acquisition of assets, whereby the Company acquired $6.4 million of property and equipment, and $0.2 million of other assets. These assets have been moved to discontinued operations as of December 31, 2023. Refer to Footnote 20 for more details. Acquisition of Gardno 2 Sp. Z.O.O. On March 24, 2022, the Company acquired a solar park portfolio located in Poland from a third party for a total purchase price, net of cash received, of $4.4 million. The transaction was accounted for as an acquisition of assets, whereby the Company acquired $4.3 million of property and equipment, and $0.1 million of other assets. These assets have been moved to discontinued operations as of December 31, 2023. Refer to Footnote 20 for more details. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2023 | |
Accounts Receivable [Abstract] | |
Accounts Receivable | 7. Accounts Receivable Accounts receivable relate to amounts due from customers for services that have been performed and invoices that have been sent. Unbilled energy incentives relate to services that have been performed for the customer but have yet to be invoiced. Accounts receivables, and unbilled energy incentives consist of the following (in thousands): Year Ended December 31, 2023 2022 (in thousands) Accounts receivable $ 651 $ 3,335 Unbilled energy incentives earned 5,607 4,954 Total $ 6,258 $ 8,289 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid Expenses and Other Current Assets [Abstract] | |
Prepaid Expenses and Other Current Assets | 8. Prepaid Expenses and Other Current Assets Prepaid and other current expenses generally consist of amounts paid to vendors for services that have not yet been performed. Other receivable, prepaid expenses and other current assets consist of the following (in thousands): Year Ended December 31, 2023 2022 (in thousands) Prepaid expenses and other current assets $ 2,602 $ 328 Accrued revenue 6 294 Other receivable 736 860 Total $ 3,344 $ 1,482 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment, Net [Abstract] | |
Property and Equipment, Net | 9. Property and Equipment, Net The components of property and equipment, net were as follows at December 31 (in thousands): Year Ended December 31, 2023 2022 (in thousands) Solar energy facilities $ 55,318 $ 75,009 Building - 107 Land 511 497 Furniture and fixtures 210 49 Asset retirement 168 341 Construction in progress 12,421 3,093 Total property and equipment 68,628 79,096 Less: Accumulated depreciation (7,326 ) (10,143 ) Total $ 61,302 $ 68,953 There was $5.1 million transferred from construction in progress to solar energy facilities during the twelve-month period through December 31, 2023 and $0.6 million during the twelve-month period through December 31, 2022. |
Capitalized Development Cost an
Capitalized Development Cost and Other Long-Term Assets | 12 Months Ended |
Dec. 31, 2023 | |
Capitalized Development Cost and Other Long-Term Assets [Abstract] | |
Capitalized development cost and other long-term assets | 10. Capitalized development cost and other long-term assets Capitalized development costs are amounts paid to vendors that are related to the purchase and construction of solar energy facilities. Notes receivable and prepaids consist of amounts owed to the Company as well as amounts paid to vendors for services that have yet to be received by the Company. Capitalized cost and other long-term assets consisted of the following (in thousands): Year Ended December 31, 2023 2022 (in thousands) Capitalized development cost $ 6,216 $ 2,146 Other receivables 1,483 - Total $ 7,699 $ 2,146 Capitalized development cost relates to various projects that are under development for the period. As the Company closes either a purchase or development of new solar parks, these development costs are added to the final asset displayed in Property, and Equipment. If the Company does not close on the prospective project, these costs are written off to Development Cost on the Consolidated Statement Operations and Comprehensive Loss. Capitalized Development Cost consist of $2.1 million of active development in the U.S. and $4.1 million across Europe. Other Receivables relates to, security deposits of $1.0 million in relation to the Power Purchase Agreement for a development project in Tennessee and $483 thousand related to the Forward Purchase Agreement. |
Accounts Payable
Accounts Payable | 12 Months Ended |
Dec. 31, 2023 | |
Accounts Payable [Abstract] | |
Accounts Payable | 11. Accounts Payable Accounts payable represent amounts owed to suppliers of goods and services that the Group has consumed through operations. Accounts payable consist of the following (in thousands): Year Ended December 31, 2023 2022 (in thousands) Accounts payable $ 5,084 $ 1,138 Total $ 5,084 $ 1,138 |
Deferred Income
Deferred Income | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Income [Abstarct] | |
Deferred Income | 12. Deferred Income Deferred income relates to income related to Green Certificates from Romania that have been received but not sold. Deferred income consists of the following (in thousands): Activity Deferred income – Balance January 1, 2022 $ 3,139 Green certificates received 10,729 Green certificates sold (8,849 ) Foreign exchange gain/(loss) (65 ) Deferred income – Balance December 1, 2022 $ 4,954 Green certificates received 10,663 Green certificates sold (10,169 ) Foreign exchange gain/(loss) 159 Deferred income – Balance December 31, 2023 $ 5,607 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | 13. Accrued Liabilities Accrued expenses relate to various accruals for the Company. Accrued interest represents the interest in debt not paid in the year ended December 31, 2023 and 2022. Accrued liabilities consist of the following (in thousands): Year Ended December 31, 2023 2022 (in thousands) Accrued legal $ 8,684 $ - Accrued interest 5,516 1,992 Accrued financing cost 3,537 - Accrued construction expense 2,134 - Accrued transaction cost - business combination 1,527 - Accrued audit fees 800 - Accrued payroll 148 501 Other accrued expenses 2,064 978 Total $ 24,410 $ 3,471 |
Taxes Recoverable and Payable
Taxes Recoverable and Payable | 12 Months Ended |
Dec. 31, 2023 | |
Taxes Recoverable and Payable [Abstract] | |
Taxes Recoverable and Payable | 14. Taxes Recoverable and Payable Taxes recoverable and payable consist of VAT taxes payable and receivable from various European governments through group transactions in these countries. Taxes recoverable consist of the following (in thousands): Year Ended December 31, 2023 2022 (in thousands) Taxes recoverable $ 631 $ 1,388 Less: Taxes payable (14 ) (616 ) Total $ 617 $ 772 |
Green Bonds, Convertible and No
Green Bonds, Convertible and Non-convertible Promissory Notes | 12 Months Ended |
Dec. 31, 2023 | |
Green Bonds Convertible And Nonconvertible Promissory Notes Abstract | |
Green Bonds, Convertible and Non-convertible Promissory Notes | 15. Green Bonds, Convertible and Non-convertible Promissory Notes The following table reflects the total debt balances of the Company as December 31, 2023 and 2022 (in thousands): Year Ended December 31, 2023 2022 (in thousands) Senior Secured Green Bonds $ 166,122 $ 149,481 Senior Secured debt and promissory notes secured 32,312 13,486 Total debt 198,434 162,967 Less current maturities (198,434 ) - Long term debt, net of current maturities $ - $ 162,967 Current Maturities $ 198,434 $ - Less current debt discount (892 ) - Current Maturities net of debt discount $ 197,542 $ - Long-term maturities $ - $ 162,967 Less long-term debt discount - (4,272 ) Long-term maturities net of debt discount $ - $ 158,695 During the period ended December 31, 2022, the Company incurred approximately $200 thousand of debt issuance cost related to the green bonds discussed below. The Company incurred debt issuance costs of $4.1 million during the year ended December 31, 2023. Debt issuance costs are recorded as a debt discount and are amortized to interest expense over the life of the debt, upon the close of the related debt transaction, in the Consolidated Balance Sheet. Interest expense stemming from amortization of debt discounts for continuing operations for the twelve-months ended December 31, 2023 and 2022 was $4.9 million and $3.9 million, respectively. There was no interest expense stemming from amortization of debt discounts for discontinued operations for the twelve-months ended December 31, 2023 and 2022. All outstanding debt for the company is considered short-term based on their respective maturity dates and are to be repaid within the year 2024. Senior secured debt: In May 2022, AEG MH02 entered into a loan agreement with a group of private lenders of approximately $10.8 million with an initial stated interest rate of 8% and a maturity date of May 31, 2023. In February 2023, the loan agreement was amended stating a new interest rate of 16% retroactive to the date of the first draw in June 2022. In May 2023, the loan was extended and the interest rate was revised to 18% from June 1, 2023. In July 2023, the loan agreement was further extended to October 31, 2023. In November 2023, the loan agreement was further extended to May 31, 2024. Due to these addendums, $2.4 million of interest was recognized in the period ended December 31, 2023. The Company had principal outstanding of $11.0 million and $10.7 million as of December 31, 2023 and 2022, respectively. In June 2022, Alt US 02, a subsidiary of Alternus Energy Americas, and indirect wholly owned subsidiary of the Company, entered into an agreement as part of the transaction with Lightwave Renewables, LLC to acquire rights to develop a solar park in Tennessee. The Company entered into a construction promissory note of $5.9 million with a variable interest rate of prime plus 2.5% and an original maturity date of June 29, 2023. On January 26, 2024 the loan was extended to June 29, 2024 due to logistical issues that caused construction delays. The Company had principal outstanding of $4.3 million and $2.8 million as of December 31, 2023 and 2022, respectively. On February 28, 2023, Alt US 03, a subsidiary of Alternus Energy Americas, and indirect wholly owned subsidiary of the Company, entered into an agreement as part of the transaction to acquire rights to develop a solar park in Tennessee. Alt US 03 entered into a construction promissory note of $920 thousand with a variable interest rate of prime plus 2.5% and due May 31, 2024. This note had a principal outstanding balance of $717 thousand as of December 31, 2023. In July 2023, one of the Company’s US subsidiaries acquired a 32 MWp solar PV project in Tennessee for $2.4 million financed through a bank loan having a six-month term, 24% APY, and an extended maturity date of February 29, 2024. In March 2024, the loan was further extended to May 31, 2024 with the rate reduced to 1.5%. The project is expected to start operating in Q1 2025. 100% of offtake is already secured by 30-year power purchase agreements with two regional utilities. The Company had a principal outstanding balance of $7.0 million as of December 31, 2023. In July 2023, Alt Spain Holdco, one of the Company’s Spanish subsidiaries acquired the project rights to construct a 32 MWp portfolio of Solar PV projects in Valencia, Spain, with an initial payment of $1.9 million, financed through a bank loan having a six-month term and accruing ’Six Month Euribor’ plus 2% margin, currently 5.9% interest. On January 24, 2024, the maturity date was extended to July 28, 2024. The portfolio consists of six projects totaling 24.4 MWp. This note had a principal outstanding balance of $3.3 million as of December 31, 2023. In October 2023, Alternus Energy Americas, one of the Company’s US subsidiaries secured a working capital loan in the amount of $3.2 million with a 0% interest until a specified date and a maturity date of March 31, 2024. The Company had a principal outstanding balance of $3.2 million as of December 31, 2023. In December 2023, Alt US 07, one of the Company’s US subsidiaries acquired the project rights to a 14 MWp solar PV project in Alabama for $1.1 million financed through a bank loan having a six-month term, 24% APY, and a maturity date of May 28, 2024. The project is expected to start operating in Q2 2025. 100% of offtake is already secured by 30-year power purchase agreements with two regional utilities. This note had a principal outstanding balance of $1.1 million as of December 31, 2023. In December 2023, the Company assumed an existing loan to the Sponsors of Clean Earth with a balance of $1.6 million with a 0% interest rate until perpetuity as part of the Business Combination with Clean Earth. The Company had a principal outstanding balance of $1.6 million as of December 31, 2023. Convertible Promissory Notes: There was convertible debt outstanding for the year ended December 31, 2022. For the year ended December 31, 2023, 225,000 shares of Common Stock were issued at Closing to the Sponsor of Clean Earth to settle CLIN promissory notes of $1.6 million. The shares were issued at the closing price of $5 per share for $1.1 million. The difference of $0.5 million was recognized as an addition to Additional Paid in Capital. Management determined the extinguishment of this note is the result of a Troubled Debt Restructuring. Other Debt: In January 2021, the Company approved the issuance by one of its subsidiaries, Solis, of a series of 3-year senior secured green bonds in the maximum amount of $242.0 million (€200.0 million) with a stated coupon rate of 6.5% + EURIBOR and quarterly interest payments. The bond agreement is for repaying existing facilities of approximately $40.0 million (€33 million), and funding acquisitions of approximately $87.2 million (€72.0 million). The bonds are secured by the Solis Bond Company’s underlying assets. The Company raised approximately $125.0 million (€110.0 million) in the initial funding. In November 2021, Solis Bond Company DAC, completed an additional issue of $24.0 million (€20.0 million). The additional issue was completed at an issue price of 102% of par value, corresponding to a yield of 5.5%. The Company raised $11.1 million (€10.0 million) in March 2022 at 97% for an effective yield of 9.5%. In connection with the bond agreement the Company incurred approximately $11.8 million in debt issuance costs. The Company recorded these as a discount on the debt and they are being amortized as interest expense over the contractual period of the bond agreement. As of December 31, 2022 and 2021, there was $149.5 million and $147.2 million outstanding on the Bond, respectively. As of December 31, 2023 and 2022 there was $166.1 million and $149.4 million outstanding on the Bond, respectively. As of December 31, 2022, the Company’s wholly owned subsidiary, Solis Bond Company DAC, was in breach of the three financial covenants under Solis’ Bond terms: (i) the minimum Liquidity Covenant that requires the higher of €5.5 million or 5% of the outstanding Nominal Amount, (ii) the minimum Equity Ratio covenant of 25%, and (iii) the Leverage Ratio of NIBD/EBITDA to not be higher than 6.5 times for the year ended December 2021, 6.0 times for the year ended December 31, 2022 and 5.5 times for the period ending on the maturity date of the Bond, January 6, 2024. The Solis Bond carries a 3 months EURIBOR plus 6.5% per annum interest rate, and has quarterly interest payments, with a bullet payment to be paid on January 6, 2024. The Solis Bond is senior secured through a first priority pledge on the shares of Solis and its subsidiaries, a parent guarantee from Alternus Energy Group Plc, and a first priority assignment over any intercompany loans. In April 2023 the bond holders approved a temporary waiver and an amendment to the bond terms to allow for a change of control in Solis (which allows for the transfer of Solis and its subsidiaries underneath Clean Earth Acquisitions Corp. on Closing). In addition, bondholders received a preference share in an Alternus Midco, which will hold certain development projects in Spain and Italy. The shares will have preference on any distribution from Midco to Alternus up to €10.0 million, and Midco will divest assets to ensure repayment of the €10.0 million should the bonds not have been fully repaid at maturity (January 6, 2024). Finally, bondholders will receive a 1% amendment fee, which equates to €1.4 million. On June 5, 2023, the bondholders approved an extension to the waiver to September 30, 2023 and the bond trustee was granted certain additional information rights and the right to appoint half of the members of the board of directors of Solis, in addition to the members of the board appointed by Alternus. Under the waiver agreement, as extended, Solis must fully repay the Solid Bond by September 30, 2023. If Solis is unable to fully repay the Solis Bond by September 30, 2023, Solis’ bondholders have the right to immediately transfer ownership of Solis and all of its subsidiaries to the bondholders and proceed to sell Solis’ assets to recoup the full amount owed to the bondholders, which as of September 30, 2023 is currently €150,000,000 (approximately $159,000,000). If the ownership of Solis and all of its subsidiaries were to be transferred to the Solis bondholders, the majority of Alternus’ operating assets and related revenues and EBIDTA would be eliminated. On October 16 2023, bondholders approved to further extend the temporary waiver to December 16, 2023. As such, the Solis bond debt is currently recorded as short-term debt. In consideration for the extension the Company agreed to repay the bonds at 107.5 of par value. This incremental par value amount of $11.1 million is recognized as the “Solis bond waiver fee” on the Company’s Statement of Operations and Comprehensive Loss and is an increase to the Green Bonds in Current Liabilities in the Company’s Consolidated Balance Sheet. This was a non-cash transaction that resulted in an increase to the Company’s debt balance, and is treated as reconciling item to Net Loss on the Company’s Consolidated Statement of Cash Flows. On December 18, 2023, a representative group of the bondholders approved an extension of the temporary waivers and the maturity date of the Solis Bonds until January 31, 2024, with the right to further extend to February 29, 2024 at the Solis Bond trustee’s discretion, which was subsequently approved by a majority of the bondholders on January 3, 2024. As such, the Solis bond debt is currently recorded as short-term debt. On December 28, 2023, Solis sold 100% of the share capital in its Italian subsidiaries for approximately €15.8 million (approximately $17.3 million). Subsequently, on January 18, 2024, Solis sold 100% of the share capital in its Polish subsidiaries for approximately € € €59,100,000 million (approximately $68.5 million) of amounts outstanding under the bonds Management determined the amendments for the Bond represented a troubled debt restructuring under ASC 470-60. The result of the amendments noted above was an $11.1 million expense recorded as Solis Bond Waiver Fee on the Consolidated Statement of Operations and Comprehensive Income/(Loss). On December 21, 2022, Alternus Clean Energy’s wholly owned Irish subsidiaries, AEG JD 01 LTD and AEG MH 03 LTD entered in a financing facility with Deutsche Bank AG (“Lender”). This is a committed revolving debt financing of €80,000,000 to finance eligible project costs for the acquisition, construction, and operation of installation/ready to build solar PV plants across Europe, including the capacity for the financing to be upsized via a €420,000,000 uncommitted accordion facility to finance a pipeline of further projects across Europe with a total combined capacity of 600 MWp (the “Warehouse Facility”). The Warehouse Facility, which matures on the third anniversary of the closing date of the Credit Agreement (the “Maturity Date”), bears interest at Euribor plus an aggregate margin at a market rate for such facilities, which steps down by 0.5% once the underlying non-Euro costs financed reduces below 33.33% of the overall costs financed. The Warehouse Facility is not currently drawn upon, but a total of approximately €1,800,000 in arrangement and commitment fees is currently owed to the Lender. Once drawn, the Warehouse Facility capitalizes interest payments until projects reach their commercial operations dates through to the Maturity Date; it also provides for mandatory prepayments in certain situations. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | 16. Leases The Company determines if an arrangement is a lease or contains a lease at inception, or acquisition when the Company acquires a new park. The Company has operating leases for corporate offices and land with remaining lease terms of 4 to 28 years. Operating lease assets and operating lease liabilities are recognized based on the present value of the future lease payments over the lease term at the commencement date. As most of the Company’s leases do not provide an implicit rate, the Company estimates its incremental borrowing rate based on information available at the commencement date in determining the present value of future payments. Lease expense related to the net present value of payments is recognized on a straight-line basis over the lease term. The key components of the company’s operating leases were as follows (in thousands): December 31, December 31, 2023 2022 Operating Lease - Operating Cash Flows (Fixed Payments) 189 99 Operating Lease - Operating Cash Flows (Liability Reduction) 129 54 New ROU Assets - Operating Leases 409 8,482 Weighted Average Lease Term - Operating Leases (years) 13.24 7.05 Weighted Average Discount Rate - Operating Leases 7.65 % 7.10 % The Company’s operating leases generally relate to the rent of office building space, as well as land and rooftops upon which the Company’s solar parks are built. These leases include those that have been assumed in connection with the Company’s asset acquisitions and business combinations. The Company’s leases are for varying terms and expire between 2027 and 2051. In April 2022, the Company entered a new lease for office space in the US with a term of 7.5 years. The estimated annual cost of the lease is $147 thousand. In October 2023, the Company entered a new lease for land in Madrid, Spain where solar parks are planned to be built. The lease term is 35 years with an estimated annual cost of $32 thousand. In March 2022, the Company bought the Gardno and Gardno 2 parks in Poland, acquiring two operating leases to the land where the solar parks are located. The combined estimated annual cost of the leases is $69 thousand. The leases commenced in 2021 and run through 2046. These assets have been moved to discontinued operations as of December 31, 2023. Refer to Footnote 20 for more details. In March 2022, the Company bought the Rakowic park in Poland, acquiring an operating lease for the land where the solar parks are located. The combined estimated annual cost of the leases is $7 thousand. The leases commenced in 2022 and run through 2046. These assets have been moved to discontinued operations as of December 31, 2023. Refer to Footnote 20 for more details. Maturities of lease liabilities as of December 31, 2023 were as follows: (in thousands) Five-year lease schedule: 2024 $ 231 2025 237 2026 242 2027 248 2028 216 Thereafter 2,064 Total lease payments 3,238 Less imputed interest (1,811 ) Total $ 1,427 The Company had no finance leases as of December 31, 2023 and 2022. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 17. Commitments and Contingencies Litigation The Company recognizes a liability for loss contingencies when it believes it is probable a liability has occurred and the amount can be reasonably estimated. If some amount within a range of loss appears at the time to be a better estimate than any other amount within the range, the Company accrues that amount. When no amount within the range is a better estimate than any other amount, the Company accrues the minimum amount in the range. The Company has established an accrual for those legal proceedings and regulatory matters for which a loss is both probable and the amount can be reasonably estimated. On May 4, 2023 Alternus received notice that Solartechnik, an international group specializing in solar installations, filed an arbitration claim against Alternus Energy Group PLC, Solis Bond Company DAC and ALT POL HC 01 SP. Z.o.o. in the Court of Arbitration at the Polish Chamber of Commerce, claiming that PLN 24,980,589 (approximately $5.8 million) is due and owed to Solartechnik pursuant to a preliminary share purchase agreement by and among the parties that did not ultimately close, plus costs, expenses, legal fees and interest. The Company has accrued a liability for this loss contingency in the amount of approximately $6.8 million, which represents the contractual amount allegedly owed. It is reasonably possible that the potential loss may exceed our accrued liability due to costs, expenses, legal fees and interest that are also alleged by Solartechnik as owed, but at the time of filing this report we are unable to determine an estimate of that possible additional loss in excess of the amount accrued. The arbitration is in its early stages, and the Company intends to vigorously defend this action. Amendment to Agreement with Hover Energy, LLC On October 31, 2023, the Company amended its agreement with Hover Energy, LLC to extend the remaining $500,000 of Prepaid Development Fees to June 30, 2024. |
Asset Retirement Obligations
Asset Retirement Obligations | 12 Months Ended |
Dec. 31, 2023 | |
Asset Retirement Obligations [Abstract] | |
Asset Retirement Obligations | 18. Asset Retirement Obligations The Company’s AROs mostly relate to the retirement of solar park land or buildings. The discount rate used to estimate the present value of the expected future cash flows for the year ended December 31, 2023 and 2022 was 7.5% and 7.1%, respectively. Activity ARO Liability - Balance January 1, 2022 $ 411 Additional obligations incurred - Accretion expense 20 Foreign exchange gain/(loss) (34 ) ARO Liability - Balance December 31, 2022 $ 397 Additional obligations incurred - Disposals (235 ) Accretion expense 24 Foreign exchange gain/(loss) 11 ARO Liability -- December 31, 2023 $ 197 |
Development Cost
Development Cost | 12 Months Ended |
Dec. 31, 2023 | |
Development Cost [Abstract] | |
Development Cost | 19. Development Cost The Company depends heavily on government policies that support our business and enhance the economic feasibility of developing and operating solar energy projects in regions in which we operate or plan to develop and operate renewable energy facilities. The Company can decide to abandon a project if it becomes uneconomic due to various factors, for example, a change in market conditions leading to higher costs of construction, lower energy rates, or other factors that change the expected returns on the project. In addition, political factors or otherwise where governments from time to time may review their laws and policies that support renewable energy and consider actions that would make the laws and policies less conducive to the development and operation of renewable energy facilities. Any reductions or modifications to, or the elimination of, governmental incentives or policies that support renewable energy or the imposition of additional taxes or other assessments on renewable energy, could result in, among other items, the lack of a satisfactory market for the development and/or financing of new renewable energy projects, our abandoning the development of renewable energy projects, a loss of our investments in the projects and reduced project returns, any of which could have a material adverse effect on our business, financial condition, results of operations and prospects. Development cost was $11.4 million for the year ended December 31, 2022, due to primarily to abandoning of development of renewable energy projects in Poland. The table below summarizes the development cost: Project 1 $ 10,162 Miscellaneous development cost 1,210 Total $ 11,372 These costs were primarily driven by Project 1 in Poland as a 45 million PLN (approximately $9.6 million) “breakup fee” applied when the Company did not close on the project. Of the $9.6 million due to the seller, $4.2 million has been paid and approximately $5.4 million is in Accrued Liabilities on the Consolidated Balance Sheet. Miscellaneous development cost relates to cost associated with projects abandoned during various phases, due to lack of technical, legal, or financial feasibility. |
Discontinued Operations - Asset
Discontinued Operations - Assets Held for Sale | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations - Assets Held for Sale [Abstract] | |
Discontinued Operations - Assets Held for Sale | 20. Discontinued Operations – Assets Held for Sale In July 2023, the Company engaged multiple parties to market the Polish and Netherlands assets to potential buyers. In the fourth quarter of 2023, the Company decided to proceed with the sales of the 6 PV parks in Poland and 1 park in the Netherlands. As the exit of these two markets represented a strategic shift for the Company, the assets were classified as discontinued operations in accordance with ASC 205-20. As of December 31, 2023, the Polish and Netherlands assets were classified as disposal groups held for sale. The Company sold the Polish assets on January 18, 2024 and the Netherland assets on February 21, 2024. The balances and results of the Polish and Netherlands disposal groups are presented below: As of December 31 Poland 2023 2022 (in thousands) Assets: Cash & cash equivalents $ 630 $ 431 Other current assets 443 1,105 Property, plant, and equipment, net 63,107 69,656 Operating leases, non-current - assets 5,923 5,378 Total assets held for sale $ 70,103 $ 76,570 Liabilities: Accounts payable $ 2,935 $ 1,760 Operating leases, current – liabilities 281 233 Other current liabilities 1,549 1,157 Operating leases, non-current - liabilities 5,798 4,995 Other non-current liabilities 985 824 Total liabilities to be disposed of $ 11,548 $ 8,969 Net assets held for sale $ 58,555 $ 67,601 Year Ended December 31, Poland 2023 2022 (in thousands) Revenues $ 7,593 $ 10,709 Operating Expenses Cost of revenues (3,768 ) (4,104 ) Depreciation, amortization, and accretion (2,563 ) (2,482 ) Loss on disposal of asset (130 ) - Total operating expenses (6,461 ) (6,586 ) Income from discontinued operations 1,132 4,123 Other income/(expense): Impairment loss recognized on the remeasurement to fair value less costs to sell (11,766 ) - Interest expense (5,650 ) (3,893 ) Other expense (157 ) (30 ) Total other expenses $ (17,573 ) $ (3,923 ) Income/(Loss) before provision for income taxes $ (16,441 ) 200 Income taxes - (21 ) Net income/(loss) from discontinued operations $ (16,441 ) $ 179 Impact of discontinued operations on EPS Net income/(loss) attributable to common stockholders, basic $ (16,441 ) $ 179 Net income/(loss) attributable to common stockholders, diluted (16,441 ) 179 Net income/(loss) per share attributable to common stockholders, basic $ (0.28 ) $ 0.00 Net income/(loss) per share attributable to common stockholders, diluted 0.00 0.00 Weighted-average common stock outstanding, basic 57,862,598 57,500,000 Weighted-average common stock outstanding, diluted 57,862,598 57,500,000 Immediately before the classification of the disposal groups as discontinued operations, the recoverable amount was estimated for certain items of property, plant and equipment and impairment loss was identified. Following the classification, a write-down of ($11.8) million was recognized on December 31, 2023 to reduce the carrying amount of the assets in the disposal group to their fair value less costs to sell. This was recognized in discontinued operations in the statement of profit or loss. Fair value measurement disclosures are provided in Footnote 5. As of December 31, Netherlands 2023 2022 (in thousands) Assets: Cash & cash equivalents $ 155 $ 13 Accounts receivable, net 99 487 Other current assets 58 82 Property, plant, and equipment, net 7,845 7,984 Operating leases, non-current – assets 1,469 1,438 Other non-current assets 1,214 1,176 Total assets held for sale $ 10,840 $ 11,180 Liabilities: Accounts payable $ 925 $ 23 Operating leases, current – liabilities 55 52 Other current liabilities 430 235 Operating leases, non-current – liabilities 1,301 1,312 Total liabilities to be disposed of $ 2,711 $ 1,622 Net assets held for sale $ 8,129 $ 9,558 Year Ended December 31, Netherlands 2023 2022 (in thousands) Revenues $ 2,840 $ 1,596 Operating Expenses Cost of revenues (450 ) (368 ) Depreciation, amortization, and accretion (400 ) (500 ) Loss on disposal of asset (7 ) - Total operating expenses (857 ) (868 ) Income from discontinued operations 1,983 728 Other income/(expense): Interest expense (1,131 ) (787 ) Other expense (62 ) - Total other expenses $ (1,193 ) $ (787 ) Income/(Loss) before provision for income taxes $ 790 $ (59 ) Income taxes (161 ) - Net income/(loss) from discontinued operations $ 629 $ (59 ) Impact of discontinued operations on EPS Net income/(loss) attributable to common stockholders, basic $ 629 $ (59 ) Net income/(loss) attributable to common stockholders, diluted 629 (59 ) Net income/(loss) per share attributable to common stockholders, basic $ 0.01 $ (0.00 ) Net income/(loss) per share attributable to common stockholders, diluted 0.01 (0.00 ) Weighted-average common stock outstanding, basic 57,862,598 57,500,000 Weighted-average common stock outstanding, diluted 57,862,598 57,500,000 Immediately before the classification of the disposal groups as discontinued operations, the recoverable amount was estimated for certain items of property, plant and equipment and no impairment loss was identified. As of December 31, 2023, there were no further write-downs as the carrying amounts of the disposal groups did not fall below its fair value less costs to sell. |
Italy Sale Disclosure
Italy Sale Disclosure | 12 Months Ended |
Dec. 31, 2023 | |
Italy Sale Disclosure [Abstract] | |
Italy Sale Disclosure | 21. Italy Sale Disclosure In June 2023 the Company engaged an Italian firm to market the Company’s operating assets in Italy. During the fourth quarter of 2023 a buyer was identified, and the sale of the assets was finalized on December 28, 2023. The Company received a cash consideration of $17.5 million for all operating assets. In accordance with ASC 360, the Company removed the disposal group and recognized a loss of $5.5 million upon sale on December 28, 2023, of which $0.6 million were cost associated with the sale. The balances and results of the Italian disposal group are presented below: As of Year Ended Italy 2023 2022 (in thousands) Assets: Cash & cash equivalents $ 100 $ 295 Accounts receivable, net - 932 Other current assets 338 1,030 Property, plant, and equipment, net - 21,735 Operating leases, non-current - assets - 4 Other non-current assets 3,819 800 Total assets held for sale $ 4,257 $ 24,796 Liabilities: Accounts payable $ 21 $ 109 Other current liabilities 578 1,080 Other non-current liabilities - 216 Total liabilities to be disposed of $ 599 $ 1,405 Net assets held for sale $ 3,658 $ 23,391 Year Ended December 31, Italy 2023 2022 (in thousands) Revenues $ 3,360 $ 3,354 Operating Expenses Cost of revenues (1,204 ) (812 ) Selling, general, and administrative (69 ) (77 ) Depreciation, amortization, and accretion (1,638 ) (1,614 ) Loss on disposal of asset (5,501 ) - Total operating expenses (8,412 ) (2,503 ) Income/(Loss) from discontinued operations (5,052 ) 851 Other income/(expense): Other expense (15 ) - Other income - 22 Total other expenses $ (15 ) $ 22 Income/(Loss) before provision for income taxes $ (5,067 ) $ 873 Income taxes - - Net income/(loss) from discontinued operations $ (5,067 ) $ 873 Impact on EPS Net income/(loss) attributable to common stockholders, basic $ (5,067 ) $ 873 Net income/(loss) attributable to common stockholders, diluted (5,067 ) 873 Net income/(loss) per share attributable to common stockholders, basic $ (0.09 ) $ 0.02 Net income/(loss) per share attributable to common stockholders, diluted (0.09 ) 0.02 Weighted-average common stock outstanding, basic 57,862,598 57,500,000 Weighted-average common stock outstanding, diluted 57,862,598 57,500,000 |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Shareholders’ Equity [Abstract] | |
Shareholders’ Equity | 22. Shareholders’ Equity Common Stock As of December 31, 2022, the Company had a total of 100,000,000 shares of Class A common stock authorized and 10,000,000 shares of Class B common stock authorized. As of December 31, 2023, the Company had a total of 150,000,000 shares of common stock authorized with 71,905,363 shares issued and outstanding. Preferred Stock As of December 31, 2023 and 2022, the Company also had a total of 1,000,000 shares of preferred stock authorized. There were no preferred shares issued or outstanding as of December 31, 2023, and 2022. The board of directors of the Company has the authority to establish one or more series of preferred stock, fix the voting rights, if any, designations, powers, preferences and any other rights, if any, of each such series and any qualifications, limitations and restrictions thereof. Warrants As of December 31, 2022, warrants to purchase up to 11,945,000 shares of common stock were issued and outstanding. These warrants were related to financing activities. The Company issued additional warrants to purchase up to 400,000 shares of common stock in 2023. As of December 31, 2023, warrants to purchase up to 12,345,000 shares of common stock were issued and outstanding. Warrants Weighted Weighted Outstanding - January 31, 2022 11,945,000 $ 11.50 5.98 Issued during the year - - - Expired during the year - - - Outstanding - December 31, 2022 11,945,000 $ 11.50 5.98 Issued during the year 400,000 0.35 0.16 Expired during the year - - - Outstanding – December 31, 2023 12,345,000 11.22 4.93 Exercisable – December 31, 2023 12,345,000 $ 11.22 4.93 Convertible Note As of December 31, 2022 and 2023, no convertible notes were issued or outstanding. |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2023 | |
Segment and Geographic Information [Abstract] | |
Segment and Geographic Information | 23. Segment and Geographic Information The Company has two reportable segments that consist of PV operations by geographical region, U.S. Operations and European Operations. European operations represent our most significant business. The Chief Operating Decision-Maker (CODM) is the CEO and CFO of the Company (as a group). The European Segment derives revenues from three sources, Country Renewable Programs, Green Certificates and Long-term Offtake Agreements. The US Segment revenues are derived from Long-term Offtake Agreements. In evaluating financial performance, we focus on EBITDA, as a segment’s measure of profit or loss. EBITDA is earnings before interest expense, income tax expense, depreciation and amortization. As a trans-Atlantic independent solar power provider, we evaluate many of our capital expenditure decisions at a regional level. Accordingly, expenditures on property, plant and equipment and associated debt by segment are presented. The following tables present information related to the Company’s reportable segments. The Company did not report segments in 2022 but are retrospectively reporting segments for 2022. Year Ended December 31, Revenue by Segment 2023 2022 (in thousands) Europe $ 30,401 $ 29,368 Europe – Discontinued Operations (10,433 ) (12,305 ) United States 116 26 Total for the period $ 20,084 $ 17,089 Year Ended December 31, Operating Loss by Segment 2023 2022 (in thousands) Europe $ (46,301 ) $ (14,978 ) United States (23,163 ) (3,470 ) Total for the period $ (69,464 ) $ (18,448 ) Year Ended December 31, Assets by Segment 2023 2022 (in thousands) Europe Fixed Assets $ 125,600 $ 141,862 Other Assets 36,728 31,218 Total for Europe $ 162,328 $ 173,080 United States Fixed Assets $ 5,119 $ 599 Other Assets 17,839 4,636 Total for US $ 22,958 $ 5,235 Year Ended December 31, Liabilities by Segment 2023 2022 (in thousands) Europe Debt $ 180,294 $ 155,896 Other Liabilities 39,378 19,221 Total for Europe $ 219,672 $ 175,117 United States Debt $ 17,247 $ 2,793 Other Liabilities 11,621 2,987 Total for US $ 28,868 $ 5,780 Year Ended December 31, Revenue by Product Type 2023 2022 (in thousands) Country Renewable Programs (FIT) Europe $ 8,356 $ 9,854 US - - Total for the period $ 8,356 $ 9,854 Green Certificates (FIT) Europe $ 10,677 $ 9,452 US - - Total for the period $ 10,677 $ 9,452 Energy Offtake Agreements (PPA) Europe $ 11,368 $ 10,062 United States 116 26 Total for the period $ 11,484 $ 10,088 Year Ended December 31, Geographic Information by Segment 2023 2022 (in thousands) Europe Revenue $ 30,401 $ 29,368 Revenue – Discontinued Operations $ (10,433 ) $ (12,305 ) Long-lived assets $ 162,328 $ 173,080 United States Revenue $ 116 $ 26 Long-lived assets $ 22,958 $ 5,235 Consolidated Revenue $ 30,517 $ 29,394 Revenue – Discontinued Operations $ (10,433 ) $ (12,305 ) Long-lived assets $ 185,286 $ 178,315 Year Ended December 31, EBITDA by Segment 2023 2022 (in thousands) Europe $ 6,874 $ 6,537 US (4,560 ) (3,370 ) Total for the period $ 2,314 $ 3,167 Year Ended December 31, EBITDA Reconciliation to Net Loss 2023 2022 (in thousands) Europe EBITDA $ 6,874 $ 6,537 Depreciation, amortization, and accretion (6,563 ) (6,617 ) Interest expense (23,453 ) (14,876 ) Income taxes (161 ) (21 ) Solis Bond Waiver (11,766 ) - Impairment loss recognized on the remeasurement to fair value less costs to sell (11,232 ) - Net Loss $ (46,301 ) $ (14,977 ) US EBITDA $ (4,560 ) $ (3,370 ) Depreciation, amortization, and accretion (57 ) (42 ) Interest expense (1,889 ) (59 ) Income taxes (15 ) - Valuation on FPA Asset (16,642 ) - Net Loss $ (23,163 ) $ (3,471 ) Consolidated Net Loss $ (69,464 ) $ (18,448 ) One customer represented 35% of continuing operational revenues during the year ended December 31, 2023 compared to two customers that represented 29% for the year ended December 31, 2022. The revenues from these customers accounted for $11.4 million and $9.7 million of revenue for the year ended December 31, 2023 and 2022 respectively. Two customers represented 34% of the discontinued operational revenues during the year ended December 31, 2023 compared to two customers that represented 42% for the year ended December 31, 2022. The revenues from these customers accounted for $11.2 million and $14.2 million of revenue for the year ended December 31, 2023 and 2022 respectively. Three customers represented 61% of the Company’s continuing operational accounts receivable for the year ended December 31, 2023. One customer represented 23% of the Company’s discontinued operational accounts receivable for the year ended December 31, 2023. The company did not have any customers who represented more than 10% of accounts receivable for the year ended December 31, 2022. |
Income Tax Provision
Income Tax Provision | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Provision [Abstract] | |
Income Tax Provision | 24. Income Tax Provision Explanation of the relationship between tax expense and accounting profit: Year Ended December 31, 2023 2022 (in thousands) Income before taxes $ (53,637 ) $ (18,569 ) Tax at the applicable rate of 21% (11,263 ) (3,899 ) State income taxes, net of federal benefit - - Permanent items 5,852 1,439 Tax effect of differences in foreign tax rates 2,622 2,046 Other 302 (140 ) Change in valuation allowance 2,502 554 Actual income tax expense (benefit) $ 15 $ - The tax effects of temporary difference and carryforwards that give rise to significant portions of the net deferred tax assets were as follows: Year Ended December 31, 2023 2022 (in thousands) Deferred tax assets: Net operating losses $ 1,329 $ 1,249 Interest expense carryforward 4,343 1,948 Lease liabilities 312 207 Total deferred tax assets 5,984 3,404 Deferred tax asset valuation allowance (5,693 ) (3,203 ) Net deferred tax assets 291 201 Deferred tax liabilities: Other - (1 ) Right-of-use asset (291 ) (200 ) Total deferred tax liabilities (291 ) (201 ) Net deferred taxes $ - $ - The Company’s valuation allowance increased during 2023 by $2.5 million, primarily due to the generation of net operating losses. Future realization of the tax benefits of existing temporary differences and net operating loss carryforwards ultimately depends on the existence of sufficient taxable income within the carryforward period. Deferred tax assets have not been recognized in respect of these losses as they may not be used to offset taxable profits elsewhere in the Company and there are no other tax planning opportunities or other evidence of recoverability in the near future. Pursuant to US Internal Revenue Code Section 382, the Company’s US net operating losses may be limited to a statutorily determined annual amount if the Company experienced an ownership change. The Company is in the process of analyzing whether any changes to its capital structure resulted in an ownership change, and whether US net operating losses would be restricted in use as a result thereof. The Company also had foreign net operating loss carryovers of $3.9 million, which includes net operating loss carryovers of $2.4 million and $51 thousand in Ireland and Luxembourg, respectively. The net operating loss carryover in Luxembourg $42 thousand expires in 2040. The remaining foreign net operating loss carryovers have unlimited carryforward periods. The Company is in the process of analyzing whether any changes to its capital structure resulted in an ownership change, and whether US net operating losses would be restricted in use as a result thereof. Future realization of the tax benefits of existing temporary differences and net operating loss carryforwards ultimately depends on the existence of sufficient taxable income within the carryforward period. As of December 31, 2023, the Company performed an evaluation to determine whether a valuation allowance was needed. The Company considered all available evidence, both positive and negative, which included the results of operations for the current and preceding years. The Company determined that it was not possible to reasonably quantify future taxable income and determined that it is more likely than not that all of it deferred tax assets will not be realized. Accordingly, the Company maintained a full valuation allowance as of December 31, 2023. |
Related Party
Related Party | 12 Months Ended |
Dec. 31, 2023 | |
Related Party [Abstract] | |
Related Party | 25. Related Party Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument. AEG: Alternus Energy Group Plc (“AEG”) was an eighty percent (80%) shareholder of the Company as of December 22, 2023 and as of December 31, 2023. On October 12, 2022 AEG entered into the Business Combination Agreement with the Company and Clean Earth Acquisition Sponsor LLC (the “Sponsor”) which closed on December 22, 2023 (See FN 1).In conjunction with the Business Combination Agreement, AEG also entered into an Investor Rights Agreement. The Investor Rights Agreement provides for certain governance requirements, registration rights and a lockup agreement under which AEG is restricted from selling its shares in the Company for one year, or until December 22, 2024, other than 1,437,500 shares after March 22, 2024 and an additional 1,437,500 after June 22, 2024, provided the shares are registered under a registration statement on SEC Form S-1. Sponsor: Clean Earth Acquisitions Sponsor LLC (“Sponsor”) was the founder and controlling shareholder of the Company during the year ended December 31, 2023 and up to the Business Combination Closing Date, December 22, 2023, when Sponsor became an 11% shareholder of the Company. The Sponsor entered into the Business Combination Agreement with the Company and AEG, and also entered into the Investor Rights Agreement and the Sponsor Support Agreement, The Sponsor agreed, pursuant to the Sponsor Support Agreement, to vote all of their shares of capital stock (and any securities convertible or exercisable into capital stock) in favor of the approval of the Business Combination and against any other transactions, as well as to waive its redemption rights, agree to not transfer securities of the Company, and waive any anti-dilution or similar protections with respect to founder shares. In order to fund working capital deficiencies or finance transaction costs in connection with a business combination, the Sponsor initially loaned $350,000 to the Company, in accordance with an unsecured promissory note (the “WC Note”) issued on September 26, 2022, under which up to $850,000 may be advanced. On August 8, 2023, the Company issued an additional $650,000 promissory note to the Sponsor to fund the Second WC Note. The Second WC Note is non-interest bearing and payable on the date which the Company consummates its initial Business Combination. Both of these notes were settled on the Business Combination closing date in exchange for 225,000 shares of the Company’s common stock. On December 18, 2023, the Sponsor entered into a non-redemption agreement (the “NRA”) with the Company and the investor named therein (the “Investor”). Pursuant to the terms of the NRA, among other things, the Investor agreed to withdraw redemptions in connection with the Business Combination on any Common Stock, held by the Investor and to purchase additional Common Stock from redeeming stockholders of the Company such that the Investor will be the holder of no fewer than 277,778 shares of Common Stock. D&O: In connection with the Business Combination Closing, the Company entered into indemnification agreements (each, an “Indemnification Agreement”) with its directors and executive officers. Each Indemnification Agreement provides for indemnification and advancements by the Company of certain expenses and costs if the basis of the indemnitee’s involvement in a matter was by reason of the fact that the indemnitee is or was a director, officer, employee, or agent of the Company or any of its subsidiaries or was serving at the Company’s request in an official capacity for another entity, in each case to the fullest extent permitted by the laws of the State of Delaware. Consulting Agreements: On May 15, 2021 VestCo Corp., a company owned and controlled by our Chairman and CEO, Vincent Browne, entered into a Professional Consulting Agreement with one of our US subsidiaries under which it pays VestCo a monthly fee of $16,000. This agreement has a five year initial term and automatically extends for additional one year terms unless otherwise unilaterally terminated. In July of 2023, John Thomas, one of our directors, entered into a Consulting Services Agreement with one of our US subsidiaries under which it pays Mr. Thomas a monthly fee of $11,000. This agreement has a five year initial term and automatically extends for additional one year terms unless otherwise unilaterally terminated. Year Ended December 31, Transactions with Directors 2023 2022 (in thousands) Loan from Vestco, a related party to Board member and CEO Vincent Browne $ 210 $ - Final payment made to Vestco on November 16, 2023 (210 ) - Total $ - $ - Year Ended December 31, Director’s remuneration 2023 2022 (in thousands) Remuneration in respect of services as directors $ 606 $ 315 Remuneration in respect to long term incentive schemes - - Total $ 606 $ 315 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 26. Subsequent Events Management has evaluated subsequent events that have occurred through April 10, 2024, which is the date the financial statements were available to be issued and has determined that there were no subsequent events that required recognition or disclosure in the financial statements as of and for the year ended December 31, 2023, except as disclosed below. On January 3, 2024, Solis’, an indirect wholly owned subsidiary of the Company and related party, bondholders formally approved an extension of the temporary waivers and the maturity date of the Solis Bonds until January 31, 2024, with the right to further extend to February 29, 2024 at the Solis Bond trustee’s discretion. On January 30, 2024, the Bond Trustee exercised its right to extend the waivers and the maturity date of the Bond Terms to February 29, 2024. On January 31, 2024, Solis provided notice to the trustee of the Solis Bonds of its intent to exercise call options to repay €59.1 million (approximately $69.5 million) of amounts outstanding under the bonds. On February 14, 2024, Solis exercised its call options. On February 26, 2024, the Solis Bond Trustee granted a technical extension to the Solis Bond in order for Solis to exercise its call option, and Solis provided notice to the trustee of its intent to exercise call options to repay €5.7 million (approximately $6.2 million) of amounts outstanding under the bonds. The repayment was completed on March 12, 2024. Also on February 26, 2024, Solis and a representative group of the bondholders agreed to an additional extension of the temporary waivers and the maturity date of the Solis Bond until April 30, 2024, with the right to further extend to May 31, 2024 at the Bond Trustee’s discretion, and thereafter on a month to month basis to November 29, 2024 at the Bond Trustee’s discretion and approval from a majority of bondholders. This was formally approved by the bondholders on March 12, 2024. On January 3, 2024, ALT US 08 LLC was incorporated in Delaware as a wholly owned subsidiary of Alternus Energy Americas Inc. Also on January 3, 2024, a convertible note holder converted all of the principal and accrued interest owed under the note, equal to $1.0 million, into 1,320,000 shares of restricted common stock. On January 11, 2024, we issued 7,765,000 shares of restricted common stock valued at $1.23 per share to Nordic ESG and Impact Fund SCSp (“Nordic ESG”) has settlement of AEG’s €8m note. This resulted in Nordic ESG becoming a related party and resulted in a decrease of AEG’s ownership of the Company from 80% to 72%. On January 16, 2024 Solis entered into a sale and purchase agreement to sell one operating park in the Netherlands, Rilland. The sale closed on February 21, 2024 and Solis received EUR 6.5 million (approximately $7 million). The proceeds were used to pay down the Solis Bond. Also on January 16, 2024, AEG MH 04 Limited was incorporated in Ireland as a wholly owned subsidiary of Alternus Lux 01 S.a.r.l. On January 17, 2024, a subsidiary of the Company known as AEG JD 03 Limited changed its name to Alternus Europe Limited. On January 19, 2024, all operating parks in Poland were sold by Solis in exchange for EUR 54.4 million (approximately $59.1 million). The proceeds were used to pay down the Solis Bond. On January 23, 2024 we issued 81,301 shares of restricted common stock valued at $1.01 per share to a third party consultant in exchange for services. On February 5, 2024 we amended and restated a promissory note originally issued October 3, 2023, such that the outstanding amount owed was increased from $3.2 million to $3.55 million and the maturity date was extended to February 28, 2025; we also issued to the noteholder warrants to purchase up to 90,000 shares of restricted common stock, exercisable at $0.01 per share having a 5 year term and fair value of $86 thousand. On February 20, 2024 we issued 100,000 shares of restricted common stock valued at $0.35 per share to a third party consultant in exchange for services. On March 19, 2024 we entered into a settlement agreement with Clean Earth Acquisitions Sponsor, LLC , a related party, and SPAC Sponsor Capital Access (“SCA”) pursuant to which, among other things, we agreed to repay Sponsor’s debt to SCA, related to the CLIN SPAC entity extensions, in the amount of $1.4 million and issue 225,000 shares of restricted common stock valued at $0.47 per share to SCA. On March 20, 2024, we received a letter from The Nasdaq Stock Market notifying us that, because the closing bid price for our common stock has been below $1.00 per share for 30 consecutive business days, our common stock no longer complies with the minimum bid price requirement for continued listing on The Nasdaq Capital Market. We intend to actively monitor the bid price for our common stock between now and September 16, 2024 and will consider available options to regain compliance with the minimum bid price requirement. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (69,464) | $ (18,449) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
Basis of Consolidation | Basis of Consolidation The consolidated financial statements include the financial statements of the Company and its 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 consolidated financial statements from the effective date of acquisition or up to the effective date of disposal, as appropriate. |
Related Party Transactions | Related Party Transactions A Related Party transaction is any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which (i) the Company or any of its subsidiaries is or will be a participant, and (ii) any Related Party has or will have a direct or indirect interest. A Related Party is any person who is or was (since the beginning of the last fiscal year even if such person does not presently serve in that role) an executive officer or director of the Company, any shareholder owning more than 5% of any class of the Company’s voting securities, or an immediate family member of any such person. Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument. Refer to Footnote 25 for more details. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses for the periods presented. Significant items subject to such estimates include, but are not limited to, the assumptions utilized in the valuation of the assets acquired and liabilities assumed, determination of a business combination or asset acquisition, impairment of long-lived assets, measurement of level 3 fair value assets, and recovery of capitalized cost. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustment when facts and circumstance dictate. These estimates are based on information available as of the date of financial statements; therefore, actual results could differ from these estimates. |
Segments | S egments The Company has two operating segments, U.S. Operations and European Operations, and the decision-making group is the CEO and CFO of the Company (as a group). The CODM regularly review the Reporting Packs that contain financial and operational results aggregated by geography as well as consolidated income statement, balance sheet, and equity of the overall company. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers cash and highly liquid investments with original maturities of three months or less to be cash and cash equivalents. The Company maintains cash and cash equivalents with major financial institutions, the largest concentration in JP Morgan in the U.S, Ireland, and Italy, Unicredit in Romania, and with ING in Poland and the Netherlands. The Company may at times exceed federally insured limits or statutorily insured limits in a foreign jurisdiction. The Company periodically assesses the financial condition and due to the size and stability of the institutions believes the risk of loss to be remote. |
Restricted Cash | Restricted Cash Restricted cash relates to balances that are in the bank accounts for specific defined purposes and cannot be used for any other undefined purposes. Restricted cash is primarily restricted stemming from requirements under the Green Bond terms. The balance has a debt service reserve account, per the requirements from the Bond Trustee, that issues quarterly coupons to the Bond holders. |
Accounts Receivable | Accounts Receivable Accounts receivable are uncollateralized customer obligations due under normal trade terms requiring payment within that period. Accounts receivables are presented net of allowance for doubtful accounts. The Company establishes an allowance for doubtful customer accounts, through a review of historical losses, customer balances, and industry economic conditions. Under the expected loss model, a loss (or allowance) is recognized upon initial recognition of the asset that reflects all future events that may lead to a loss being realized, regardless of whether it is probable that the future event will occur. The Company extends credit based on an evaluation of customers’ financial condition and determines any additional collateral requirements. Exposure to losses on receivables is principally dependent on each customer’s financial condition. The Company considers invoices past due when they are outstanding longer than the stated term. Under the expected loss model, a loss (or allowance) is recognized upon initial recognition of the asset that reflects all future events that may lead to a loss being realized, regardless of whether it is probable that the future event will occur. Management considers the carrying value of accounts receivable to be fully collectible. If amounts become uncollectible, they are charged to operations in the period in which that determination is made. The allowance for credit losses was $7 thousand an $0 as of December 31, 2023 and 2022 respectively. |
Concentration of Credit Risk | Concentration of Credit Risk At times, the Company maintains cash balances in financial institutions which may exceed federally insured limits. The Company maintains cash balances in all countries in which it operates and in Ireland where the Company is headquartered. Government coverage for the Company’s cash balances are as follows: ● European Union - $105,841 (€100,000) per account is covered for operations in Romania, Poland, Italy, the Netherlands, and the Company’s headquarters in Ireland. ● United States - $250,000 The Company has four cash accounts across the European countries and a net of $18.8 million above government insurance amounts. The Company has six cash accounts across the United States and a net of $2.5 million above the government insurance amounts. The Company has not experienced any losses relating to such accounts and believes it is not exposed to significant credit risk on its cash and cash equivalents or restricted cash. Additionally, one customer represented 35% of continuing operational revenues during the year ended December 31, 2023 and three customers represented 61% of the Company’s continuing operational accounts receivable for the year ended December 31, 2023. These concentrations represent a risk to revenues and cash flows should these customers face financial difficulties. |
Economic Concentrations | Economic Concentrations The Company and its subsidiaries own and operate solar generating facilities installed on buildings and land located across Europe and the US. Future operations could be affected by changes in the economy, other conditions in those geographic areas or by changes in the demand for renewable energy. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation, amortization and impairment. The cost of an asset comprises its purchase price and any directly attributable costs of bringing the asset to its present working condition and location for its intended use. Depreciation is computed on a straight-line basis over the estimated useful lives. The useful lives per asset class are as follows: ● Solar Energy Facilities carry a useful life of the lesser of 35 years from the original placed in-service date or the lease term of the land on which they are built. ● Leasehold improvements are amortized over the shorter of the lease term or their estimated useful file. ● Furniture and fixtures carry a useful life of 3 years. ● Software and computer equipment carry a useful life of 3 and 5 years respectively. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. Expenditures for maintenance and repairs, which do not materially extend the useful lives of assets, are charged to expense as incurred. Upon retirement, sale or other disposition of equipment, the cost and accumulated depreciation are removed from the respective accounts and a gain or loss, if any, is recognized in income/(loss) from operations in the Consolidated Statements of Operations and Comprehensive Loss during the year of disposal. When the Company abandons the anticipated construction of a new solar energy facility during the development phase, costs previously capitalized to development in progress are written off at the parent company. |
Capitalized Development Cost | Capitalized Development Cost Capitalized development cost relates to various projects that are under development for the period. As management determines to proceed with the development of a new solar park, or purchase an existing construction project of a solar park, cost toward the final value of that project are recorded in Capitalized Development Cost on the Consolidated Balance Sheet. Cost can include, but are not limited to, financial, technical and legal due diligence costs. As the Company closes either the purchase or development of new solar parks and begins construction in process and then are added to the final asset displayed in Property, and Equipment. If the Company does not close on the prospective project, these costs are written off to Development Cost on the Consolidated Statement Operations and Comprehensive Loss. |
Impairment of Solar Energy Facilities | Impairment of Solar Energy Facilities The Company reviews its investments in property and equipment for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Impairment is evaluated at the asset group level, which is determined based upon the lowest level of separately identifiable cash flows. When evaluating for impairment, if the estimated undiscounted cash flows from the use of the asset group are less than the asset group’s carrying amount, then the asset group is deemed to be impaired and is written down to its fair value. Fair value is determined by net realizable value of the assets using ASC 820. The amount of the impairment loss is equal to the excess of the asset group’s carrying value over its estimated fair value During the year ended December 31, 2023, the Company recorded an impairment loss of $11.8 million in the Consolidated Statement of Operations and Comprehensive Loss related to the Polish assets held for sale to reduce the carrying amount of the assets in the disposal group to their fair value less costs to sell. This was recognized in discontinued operations on the Consolidated Statement of Operations and Comprehensive Loss. |
Deferred Financing Costs and Debt Discount Amortization | Deferred Financing Costs and Debt Discount Amortization The Company incurs expenses related to debt arrangements. These deferred financing costs and debt discount costs are capitalized and amortized over the term of the related debt or revolving credit facilities and netted against the related debt. |
Asset Retirement Obligations | Asset Retirement Obligations In connection with the acquisition or development of solar energy facilities, the Company may have the legal requirement to remove long-lived assets constructed on leased property and to restore the leased property to its condition prior to the construction of the long-lived assets. This legal requirement is referred to as an asset retirement obligation (ARO). If the Company determines that an ARO is required for a specific solar energy facility, the Company records the present value of the estimated future liability when the solar energy facility is placed in service as an ARO liability. The discount rate used to estimate the present value of the expected future cash flows for the year ended December 31, 2023 and 2022 was 7.3% and 7.1% respectively. The Company accretes the ARO liability to its future value over the solar energy facility’s useful life and records the related interest expense to amortization expense on the consolidated statement of operations. Solar facilities that require AROs are recorded as part of the carrying value of property and depreciated over the solar energy facility’s useful life. |
Leases | Leases In February 2016, the FASB established Topic 842, Leases, by issuing Accounting Standards Update (ASU) No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use model (ROU) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. The Company adopted the new standard on January 1, 2022 and used the effective date as our date of initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2022. The new standard provides a number of optional practical expedients in transition. We elected the ‘package of practical expedients’, which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. Upon adoption the company recognized $8.8 million of Right of Use Assets and $8.7 million of associated liabilities. Lease assets and liabilities are recognized based on the present value of the future lease payments over the lease term at the lease commencement date and are presented on the consolidated statements of financial condition. The Company estimates its incremental borrowing rate based on information available at the commencement date in determining the present value of future payments. For additional information, see Footnote 16 - Leases. Operating lease expense attributable to site leases is reported within cost of revenues in the Company’s Statement of Operations and Comprehensive Loss; whereas lease expense attributable to all other operating leases is reported within selling, general, and administrative expense in the Company’s Statement of Operations and Comprehensive Loss. |
Revenue Recognition | Revenue Recognition The Company follows the guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). The core principle underlying revenue recognition under ASC 606 is that revenue should be recognized as goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled. ASC 606 defines a five-step process to achieve this core principle. ASC 606 also mandates additional disclosure about the nature, amount, timing and uncertainty of revenues and cash flows arising from customer contracts, including significant judgments, and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The Company derives revenues through its subsidiaries from the sale of electricity and the sale of solar renewable energy credits (RECs) in Romania and guarantees of origin certificates (GoOs) in Poland. The Company receives Green Certificates based on the amount of energy produced in Romania. Energy generation revenue and solar renewable energy credits revenue are recognized as electricity generated by the Company’s solar energy facilities is delivered to the grid, at which time all performance obligations have been delivered. Revenues are based on actual output and contractual sale prices set forth its customer contracts. The Company’s current portfolio of renewable energy facilities is generally contracted under long-term Country Renewable Programs (FIT programs) in Italy or Energy Offtake Agreements (PPAs/VPPAs) with creditworthy counterparties in Poland, Romania and the United States. Pricing of the electricity sold under these FITs and PPAs is generally fixed for the duration of the contract, although some of its PPAs have price escalators based on an index (such as the consumer price index) or other rates specified in the applicable PPA. One solar park in the Netherlands receives pre-payments calculated at the beginning of the year and based on the previous years’ production (MWhs produced) multiplied by a calculated average price per MWh for the year and divided by twelve. The Company books revenue monthly by multiplying actual production per the Company’s meters by the average price provided by the Offtaker at the beginning of the year to estimate revenue for the month. There is a true-up performed in June of the following year using actual power produced for the previous year multiplied by the average EPEX price (average actual market price per KWh for the year) less the prepayment for the year. If the true-up calculation is positive, The Offtaker settles with a payment to the Company. If the true-up is negative, the Company settles with a payment to Offtaker. |
Disaggregated Revenues | Disaggregated Revenues The following table shows the Company’s revenues disaggregated by country and contract type: Year Ended December 31, Revenue by Country 2023 2022 (in thousands) Italy $ 3,360 $ 3,354 Romania 16,608 13,710 United States 116 25 Total for continuing operations $ 20,084 $ 17,089 Discontinued Operations: Netherlands $ 2,840 $ 1,596 Poland 7,593 10,709 Total for discontinued operations $ 10,433 $ 12,305 Total for the period $ 30,517 $ 29,394 Year Ended December 31, Revenue by Offtake Type 2023 2022 (in thousands) Country Renewable Programs $ 2,972 $ 2,885 Green Certificates 10,548 9,409 Energy Offtake Agreements 6,560 4,795 Other Revenue 4 - Total for continuing operations $ 20,084 $ 17,089 Discontinued Operations: Country Renewable Programs $ 5,499 $ 6,994 Guarantees of Origin 129 44 Energy Offtake Agreements 4,805 5,267 Total for discontinued operations $ 10,433 $ 12,305 Total for the period $ 30,517 $ 29,394 One customer represented 35% of continuing operational revenues during the year ended December 31, 2023 compared to two customers that represented 29% for the year ended December 31, 2022. The revenues from these customers accounted for $11.4 million and $9.7 million of revenue for the year ended December 31, 2023 and 2022 respectively. Two customers represented 34% of the discontinued operational revenues during the year ended December 31, 2023 compared to two customers that represented 42% for the year ended December 31, 2022. The revenues from these customers accounted for $11.2 million and $14.2 million of revenue for the year ended December 31, 2023 and 2022 respectively. Three customers represented 61% of the Company’s continuing operational accounts receivable for the year ended December 31, 2023. One customer represented 23% of the Company’s discontinued operational accounts receivable for the year ended December 31, 2023. The company did not have any customers who represented more than 10% of accounts receivable for the year ended December 31, 2022. |
Unbilled Energy Incentives Earned | Unbilled Energy Incentives Earned The Company derives revenues from the sale of green certificates for the Romania projects. The green certificates revenues are recognized in the month they are generated by the solar project and registered with the local authority. The Company considers them unbilled at the end of the period if they have not been invoiced to a third-party customer. |
Cost of Revenue | Cost of Revenue Cost of revenue primarily consists of operations and maintenance expense, insurance premiums, property taxes and other miscellaneous costs associated with the operations of solar energy facilities. Costs are charged to expense as incurred. |
Taxes Recoverable and Payable | Taxes Recoverable and Payable The Company records taxes recoverable when there has been an overpayment of taxes due to timing of the Value Added Tax (VAT) between vendors and customers. The VAT tax can also be offset against a Country’s income taxes where the VAT was registered. |
Development Cost | Development Cost Development costs are incurred when the Company abandons the development or acquisition of renewable energy projects. The Company depends heavily on government policies that support our business and enhance the economic feasibility of developing and operating solar energy projects in regions in which we operate or plan to develop and operate renewable energy facilities. The Company can decide to abandon a project if it becomes uneconomic due to various factors, for example, a change in market conditions leading to higher costs of construction, lower energy rates, or other factors that change the expected returns on the project. In addition, political factors or otherwise where governments from time to time may review their laws and policies that support renewable energy and consider actions that would make the laws and policies less conducive to the development and operation of renewable energy facilities. Any reductions or modifications to, or the elimination of, governmental incentives or policies that support renewable energy or the imposition of additional taxes or other assessments on renewable energy, could result in, among other items, the lack of a satisfactory market for the development and/or financing of new renewable energy projects, our abandoning the development of renewable energy projects, a loss of our investments in the projects and reduced project returns, any of which could have a material adverse effect on our business, financial condition, results of operations and prospects. At the time The Company decides to abandon a project, Development Cost are recognized on the Consolidated Statements of Operations and Other Comprehensive Income/(Loss) |
Risks and Uncertainties | Risks and Uncertainties The Company’s operations are subject to significant risks and uncertainties including financial, operational, technological, and regulatory risks and the potential risk of business failure. See Note 2 regarding going concern matters. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures its financial instruments at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. 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. Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. Level 3 – Pricing inputs that are unobservable. 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 holds various financial instruments that are not required to be measured at fair value. For cash and cash equivalents, restricted cash, accounts receivable, various debt instruments, prepayments and other current assets, accounts payable, accrued liabilities and other current liabilities, the carrying value approximated their fair values due to the short-term maturity of these instruments. The Company’s forward purchase agreement asset is considered a Level 3 financial instrument at fair value and is described below (see Note 5). |
Business Combinations and Acquisition of Assets | Business Combinations and Acquisition of Assets The Company applies the definition of a business in ASC 805, Business Combinations, When an acquired group of assets does not constitute a business, the transaction is accounted for as an asset acquisition. The cost of assets acquired, and liabilities assumed in asset acquisitions is allocated based upon relative fair value. The fair value measurements of the solar facilities acquired, and asset retirement obligations assumed were derived utilizing an income approach and based, in part, on significant inputs not observable in the market. These inputs include, but are not limited to, estimates of future power generation, commodity prices, operating costs, and appropriate discount rates. These inputs require significant judgments and estimates at the time of the valuation. Transaction costs, including legal and financing fees directly related to the acquisition, incurred are capitalized as a component of the assets acquired. The allocation of the purchase price directly affects the following items in the Company’s consolidated financial statements: ● The amount of purchase price allocated to the various tangible and intangible assets and liabilities on the Company Balance Sheet, ● The amounts allocated to all other tangible assets and intangibles are amortized to depreciation or amortization expense, with the exception of favorable and unfavorable rate land leases and unfavorable rate Operation and Maintenance (O&M) contracts which are amortized to cost of revenue; and The period of time over which tangible and intangible assets and liabilities are depreciated or amortized varies, and thus, changes in the amounts allocated to these assets and liabilities will have a direct impact on the Company’s results of operations. |
Income Taxes | Income Taxes Deferred taxes are determined using the asset and 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. The Company evaluated the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in the 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 the 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. As a result of the Tax Cuts and Jobs Act (TCJA) of 2017, the Company analyzed if a liability needed to be recorded for the deemed repatriation of undistributed earnings. It was determined that there is no outstanding liability associated with this based on overall negative undistributed earnings (accumulated deficit) in the consolidated foreign group. An additional provision of the TCJA is the implementation of the Global Intangible-Low Taxed Income Tax, or “GILTI.” The Company has elected to account for the impact of GILTI in the period in which the tax actually applies to the Company. Penalties and interest assessed by income tax authorities would be included in income tax expense. For the period ended December 31, 2023, the Company did not incur any penalties or interest. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718. Stock-based compensation expense for equity instruments issued to employees and non-employees is measured based on the grant-date fair value of the awards. The fair value of each stock unit is determined based on the valuation of the Company’s stock on the date of grant. The fair value of each stock option is estimated on the date of grant using the Black-Scholes-Merton stock option pricing valuation model. The Company uses the simplified method for calculating the expected term of their options. The Company recognizes compensation costs using the straight-line method for equity compensation awards over the requisite service period of the awards, which is generally the awards’ vesting period. The Company accounts for forfeitures of awards in the period they occur. Use of the Black-Scholes-Merton option-pricing model requires the input of highly subjective assumptions, including (1) the expected terms of the option, (2) the expected volatility of the price of the Company’s common stock, and (3) the expected dividend yield of our common stock. The assumptions used in the option-pricing model represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgments. If factors change and different assumptions are used, the Company’s stock-based compensation expense could be materially different in the future. Additional inputs to the Black-Scholes-Merton option-pricing model include the risk-free interest rate and the fair value of the Company’s common stock. The Company determines the risk-free interest rate by using the U.S. Treasury Rates of the same period as the expected term of the stock-option. |
Net Loss Per Share | Net Loss Per Share Net loss per share is computed pursuant to ASC 260, Earnings per Share Year Ended December 31, 2023 2022 (in thousands) Warrants 12,345 11,945 Total 12,345 11,945 |
Foreign Currency Transactions and Other Comprehensive Loss | Foreign Currency Transactions and Other Comprehensive Loss Foreign currency transactions are those transactions whose terms are denominated in a currency other than the currency of the primary economic environment in which the Company operates, which is referred to as the functional currency. The functional currency of the Company’s foreign subsidiaries is typically the applicable local currency which is Romanian Lei (RON), Polish Zloty (PLN) or European Union Euros (EUR). Transactions denominated in foreign currencies are remeasured to the functional currency using the exchange rate prevailing at the balance sheet date for balance sheet accounts and using an average exchange rate during the period, which approximates the daily exchange rate, for income statement accounts. Foreign currency gains or losses resulting from such remeasurement are included in the Consolidated Statement of Operations in the period in which they arise. Transaction gains and losses are recognized in the Company’s 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 year ended December 31, 2023 and 2022. The translation from functional 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 using an average exchange rate during the period, which approximates the daily exchange rate, for income statement accounts. The effects of translating financial statements from functional currency to reporting currency are recorded in other comprehensive income. For the years ended December 31, 2023 and 2022, the increase/(decrease) in comprehensive loss related to foreign currency translation gains was $0.7 million and ($1.0) million, respectively. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-13, Financial Instruments-Credit losses (Topic 326), subsequently amended by ASU 2020-2. 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 held at amortized cost. 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 recognition of the asset that reflects all future events that may lead 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. For public business entities that meet the definition of a U.S. Securities and Exchange (SEC) filer, the update is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. As an Emerging Growth Company, the standard is effective for the Company’s annual reporting period and interim periods beginning first quarter of 2023. The Company has adopted this standard as of January 1, 2023 and the adoption did not have a material impact on the consolidated financial statements. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures to enhance the transparency of income tax disclosures relating to the rate reconciliation, disclosure of income taxes paid, and certain other disclosures. The ASU should be applied prospectively and is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact on the related disclosures; however, it does not expect this update to have an impact on its financial condition or results of operations. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures to improve the disclosures about reportable segments and include more detailed information about a reportable segment’s expenses. This ASU also requires that a public entity with a single reportable segment, provide all of the disclosures required as part of the amendments and all existing disclosures required by Topic 280. The ASU should be applied retrospectively to all prior periods presented in the financial statements and is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact on the financial statements and related disclosures. |
Organization and Formation (Tab
Organization and Formation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Organization and Formation [Abstract] | |
Schedule of Operating Subsidiaries | Alternus Clean Energy Inc. is a holding company that operates through the following forty-seven operating subsidiaries as of December 31, 2023: Subsidiary Principal Date Acquired / ALTN Ownership Country of Power Clouds S.r.l. SPV 31 March 2015 Solis Bond Company DAC Romania F.R.A.N. Energy Investment S.r.l. SPV 31 March 2015 Solis Bond Company DAC Romania PC-Italia-01 S.r.l. Sub-Holding SPV 15 May 2015 AEG MH 02 Limited Italy Zonnepark Rilland B.V. SPV 20 December 2019 Solis Bond Company DAC Netherlands PC-Italia-03 S.r.l. SPV 1 July 2020 AEG MH 02 Limited Italy PC-Italia-04 S.r.l. SPV 15 July 2020 AEG MH 02 Limited Italy Solis Bond Company DAC Holding Company 16 October 2020 AEG JD 03 Limited Ireland ALT US 03, LLC LLC Acquired 15 December 2020 ALT US 03 LLC USA Alternus Energy Americas Inc. Holding Company 10 May 2021 Alternus Energy Group Pl USA LJG Green Source Energy Beta S.r.l SPV 29 July 2021 Solis Bond Company DAC Romania Ecosfer Energy S.r.l. SPV 30 July 2021 Solis Bond Company DAC Romania Lucas EST S.r.l. SPV 30 July 2021 Solis Bond Company DAC Romania Risorse Solari I S.r.l. SPV 28 September 2019 AEG MH 02 Limited Italy Risorse Solari III S.r.l. SPV 3 August 2021 AEG MH 02 Limited Italy Alternus Iberia S.L. SPV 4 August 2021 AEG MH 02 Limited Spain Solarpark Samas Sp. z o.o. SPV 31 August 2021 Solis Bond Company DAC Poland AED Italia-01 S.r.l. SPV 22 October 2021 AEG MH 02 Limited Italy AED Italia-02 S.r.l. SPV 22 October 2021 AEG MH 02 Limited Italy AED Italia-03 S.r.l. SPV 22 October 2021 AEG MH 02 Limited Italy AED Italia-04 S.r.l. SPV 22 October 2021 AEG MH 02 Limited Italy AED Italia-05 S.r.l. SPV 22 October 2021 AEG MH 02 Limited Italy ALT US 01 LLC SPV 6 December 2021 Alternus Energy Americas Inc. USA Elektrownia PV Komorowo Sp. z o.o. SPV 22 December 2021 Solis Bond Company DAC Poland PV Zachod Sp. z o.o. SPV 22 December 2021 Solis Bond Company DAC Poland AEG MH 01 Limited Holding Company 8 March 2022 Alternus Lux 01 S.a.r.l. Ireland AEG MH 02 Limited Holding Company 8 March 2022 AEG JD 03 Limited Ireland ALT US 02 LLC Holding Company 8 March 2022 Alternus Energy Americas Inc. USA AEG JD 01 Limited Holding Company 16 March 2022 AEG MH 03 Limited Ireland AEG JD 03 Limited Holding Company 21 March 2022 Alternus Lux 01 S.a.r.l. Ireland RA01 Sp. z o.o. SPV 24 March 2022 Solis Bond Company DAC Poland Gardno Sp. z o.o. SPV 24 March 2022 Solis Bond Company DAC Poland Gardno2 Sp. z o.o. SPV 24 March 2022 Solis Bond Company DAC Poland ALT US 03 LLC SPV 4 May 2022 Alternus Energy Americas Inc. USA Alt Spain 03, S.L.U. SPV 31 May 2022 Alt Spain Holdco S.L. Spain AEG MH 03 Limited Holding Company 10 June 2022 AEG MH 01 Limited Ireland Lightwave Renewables, LLC SPV Acquired 29 June 2022 ALT US 02 LLC USA Alt Spain Holdco, S.L.U. (NF Projects S.L) Holding Company Acquired 14 July 2022 AEG MH 02 Limited Spain AED Italia-06 S.r.l. SPV 2 August 2022 AEG MH 02 Limited Italy AED Italia-07 S.r.l. SPV 2 August 2022 AEG MH 02 Limited Italy AED Italia-08 S.r.l. SPV 5 August 2022 AEG MH 02 Limited Italy ALT US 04 LLC Holding Company 14 September 2022 Alternus Energy Americas Inc. USA Alternus LUX 01 S.a.r.l. Holding Company 5 October 2022 Alternus Energy Group Plc Luxembourg Alt Spain 04, S.L.U. SPV May 2022 Alt Spain Holdco, S.L.U. Spain Alt Alliance LLC Holding Company September 2023 Alternus Energy Amercias Inc. USA ALT US 05 LLC Holding Company September 2023 Alternus Energy Americas Inc. USA ALT US 06 LLC Holding Company October 2023 Alternus Energy Americas Inc. USA ALT US 07 LLC Holding Company November 2023 Alternus Energy Americas Inc. USA |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of the Company’s Revenues Disaggregated by Country | The following table shows the Company’s revenues disaggregated by country and contract type: Year Ended December 31, Revenue by Country 2023 2022 (in thousands) Italy $ 3,360 $ 3,354 Romania 16,608 13,710 United States 116 25 Total for continuing operations $ 20,084 $ 17,089 Discontinued Operations: Netherlands $ 2,840 $ 1,596 Poland 7,593 10,709 Total for discontinued operations $ 10,433 $ 12,305 Total for the period $ 30,517 $ 29,394 Year Ended December 31, Revenue by Offtake Type 2023 2022 (in thousands) Country Renewable Programs $ 2,972 $ 2,885 Green Certificates 10,548 9,409 Energy Offtake Agreements 6,560 4,795 Other Revenue 4 - Total for continuing operations $ 20,084 $ 17,089 Discontinued Operations: Country Renewable Programs $ 5,499 $ 6,994 Guarantees of Origin 129 44 Energy Offtake Agreements 4,805 5,267 Total for discontinued operations $ 10,433 $ 12,305 Total for the period $ 30,517 $ 29,394 |
Schedule of Diluted Net Loss Per Share | The following table sets forth the outstanding potentially dilutive securities that have been excluded in the calculation of diluted net loss per share because their inclusion would be anti-dilutive: Year Ended December 31, 2023 2022 (in thousands) Warrants 12,345 11,945 Total 12,345 11,945 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Acquisitions of Assets [Abstract] | |
Schedule of Common Stock Outstanding After the Closing of the Business Combination | The following table presents the total Common Stock outstanding immediately after the closing of the Business Combination: Number of Exchange of CLIN common stock subject to possible redemption that was not redeemed for Alternus Clean Energy Inc. common stock 127,142 Exchange of public share rights held by CLIN shareholders for Alternus Clean Energy Inc. common stock 2,300,000 Issuance of Alternus Clean Energy, Inc. common stock to promissory note holders 400,000 Exchange of CLIN Class A common stock held by CLIN Sponsor for Alternus Clean Energy Inc. common stock 8,556,667 Subtotal - Business Combination, net of redemptions 11,383,809 Issuance of shares under the FPA 1,496,234 Shares purchased by the accredited investor under the FPA 1,300,320 Issuance of Alternus Clean Energy Inc. common stock to Alternus Energy Group Plc. on the Closing Date 57,500,000 Issuance of Alternus Clean Energy Inc. common stock to the CLIN Sponsor as a holder of CLIN convertible notes on the Closing Date 225,000 Total – Alternus Clean Energy Inc. common stock outstanding as a result of the Business Combination, FPA, exchange of Acquired Subsidiaries’ shares for shares of Alternus Clean Energy Inc. and issuance of Alternus Clean Energy Inc. common stock the holder of CLIN convertible notes. 71,905,363 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Balances of the Forward Purchase Agreement with Significant Unobservable Inputs | The following table presents balances of the forward purchase agreement with significant unobservable inputs (Level 3) as of December 31, 2023, in thousand: Fair Value Measurement Level 1 Level 2 Level 3 Total Forward Purchase Agreement - - 483 483 Total $ - $ - $ 483 $ 483 |
Schedule of Changes of the Forward Purchase Agreement with Significant Unobservable Inputs | The following table presents changes of the forward purchase agreement with significant unobservable inputs (Level 3) for the year ended December 31, 2023, in thousand: Forward Purchase Agreement Asset Balance at January 1, 2023 $ - Recognition of Forward Purchase Agreement Asset 17,125 Change in fair value (16,642 ) Balance at December 31, 2023 $ 483 |
Schedule of the Forward Purchase Agreement Using a Monte Carlo Simulation Valuation Model | The Company measures the forward purchase agreement using a Monte Carlo simulation valuation model using the following assumptions: Forward Purchase Agreement Asset Rik-free rate 4% Underlying stock price $1.50 Expected volatility 75% Term 2.98 years Dividend yield 0% |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounts Receivable [Abstract] | |
Schedule of Accounts Receivables and Unbilled Energy Incentives | Accounts receivables, and unbilled energy incentives consist of the following (in thousands): Year Ended December 31, 2023 2022 (in thousands) Accounts receivable $ 651 $ 3,335 Unbilled energy incentives earned 5,607 4,954 Total $ 6,258 $ 8,289 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid Expenses and Other Current Assets [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Other receivable, prepaid expenses and other current assets consist of the following (in thousands): Year Ended December 31, 2023 2022 (in thousands) Prepaid expenses and other current assets $ 2,602 $ 328 Accrued revenue 6 294 Other receivable 736 860 Total $ 3,344 $ 1,482 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment, Net [Abstract] | |
Schedule of Property and Equipment | The components of property and equipment, net were as follows at December 31 (in thousands): Year Ended December 31, 2023 2022 (in thousands) Solar energy facilities $ 55,318 $ 75,009 Building - 107 Land 511 497 Furniture and fixtures 210 49 Asset retirement 168 341 Construction in progress 12,421 3,093 Total property and equipment 68,628 79,096 Less: Accumulated depreciation (7,326 ) (10,143 ) Total $ 61,302 $ 68,953 |
Capitalized Development Cost _2
Capitalized Development Cost and Other Long-Term Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Capitalized Development Cost and Other Long-Term Assets [Abstract] | |
Schedule of Capitalized Cost and Other Long-Term Assets | Capitalized cost and other long-term assets consisted of the following (in thousands): Year Ended December 31, 2023 2022 (in thousands) Capitalized development cost $ 6,216 $ 2,146 Other receivables 1,483 - Total $ 7,699 $ 2,146 |
Accounts Payable (Tables)
Accounts Payable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounts Payable [Abstract] | |
Schedule of Accounts Payable Represent Amounts Owned to Suppliers of Goods and Services | Accounts payable represent amounts owed to suppliers of goods and services that the Group has consumed through operations. Accounts payable consist of the following (in thousands): Year Ended December 31, 2023 2022 (in thousands) Accounts payable $ 5,084 $ 1,138 Total $ 5,084 $ 1,138 |
Deferred Income (Tables)
Deferred Income (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Income [Abstarct] | |
Schedule of Deferred Income | Deferred income relates to income related to Green Certificates from Romania that have been received but not sold. Deferred income consists of the following (in thousands): Activity Deferred income – Balance January 1, 2022 $ 3,139 Green certificates received 10,729 Green certificates sold (8,849 ) Foreign exchange gain/(loss) (65 ) Deferred income – Balance December 1, 2022 $ 4,954 Green certificates received 10,663 Green certificates sold (10,169 ) Foreign exchange gain/(loss) 159 Deferred income – Balance December 31, 2023 $ 5,607 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Liabilities [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses relate to various accruals for the Company. Accrued interest represents the interest in debt not paid in the year ended December 31, 2023 and 2022. Accrued liabilities consist of the following (in thousands): Year Ended December 31, 2023 2022 (in thousands) Accrued legal $ 8,684 $ - Accrued interest 5,516 1,992 Accrued financing cost 3,537 - Accrued construction expense 2,134 - Accrued transaction cost - business combination 1,527 - Accrued audit fees 800 - Accrued payroll 148 501 Other accrued expenses 2,064 978 Total $ 24,410 $ 3,471 |
Taxes Recoverable and Payable (
Taxes Recoverable and Payable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Taxes Recoverable and Payable [Abstract] | |
Schedule of Taxes Recoverable and Payable | Taxes recoverable and payable consist of VAT taxes payable and receivable from various European governments through group transactions in these countries. Taxes recoverable consist of the following (in thousands): Year Ended December 31, 2023 2022 (in thousands) Taxes recoverable $ 631 $ 1,388 Less: Taxes payable (14 ) (616 ) Total $ 617 $ 772 |
Green Bonds, Convertible and _2
Green Bonds, Convertible and Non-convertible Promissory Notes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Green Bonds Convertible And Nonconvertible Promissory Notes Abstract | |
Schedule of Debt Balances | The following table reflects the total debt balances of the Company as December 31, 2023 and 2022 (in thousands): Year Ended December 31, 2023 2022 (in thousands) Senior Secured Green Bonds $ 166,122 $ 149,481 Senior Secured debt and promissory notes secured 32,312 13,486 Total debt 198,434 162,967 Less current maturities (198,434 ) - Long term debt, net of current maturities $ - $ 162,967 Current Maturities $ 198,434 $ - Less current debt discount (892 ) - Current Maturities net of debt discount $ 197,542 $ - Long-term maturities $ - $ 162,967 Less long-term debt discount - (4,272 ) Long-term maturities net of debt discount $ - $ 158,695 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Key Components of the Company's Operating Leases | The key components of the company’s operating leases were as follows (in thousands): December 31, December 31, 2023 2022 Operating Lease - Operating Cash Flows (Fixed Payments) 189 99 Operating Lease - Operating Cash Flows (Liability Reduction) 129 54 New ROU Assets - Operating Leases 409 8,482 Weighted Average Lease Term - Operating Leases (years) 13.24 7.05 Weighted Average Discount Rate - Operating Leases 7.65 % 7.10 % |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities as of December 31, 2023 were as follows: (in thousands) Five-year lease schedule: 2024 $ 231 2025 237 2026 242 2027 248 2028 216 Thereafter 2,064 Total lease payments 3,238 Less imputed interest (1,811 ) Total $ 1,427 |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Asset Retirement Obligations [Abstract] | |
Schedule of Asset Retirement Obligations | The Company’s AROs mostly relate to the retirement of solar park land or buildings. The discount rate used to estimate the present value of the expected future cash flows for the year ended December 31, 2023 and 2022 was 7.5% and 7.1%, respectively. Activity ARO Liability - Balance January 1, 2022 $ 411 Additional obligations incurred - Accretion expense 20 Foreign exchange gain/(loss) (34 ) ARO Liability - Balance December 31, 2022 $ 397 Additional obligations incurred - Disposals (235 ) Accretion expense 24 Foreign exchange gain/(loss) 11 ARO Liability -- December 31, 2023 $ 197 |
Development Cost (Tables)
Development Cost (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Development Cost [Abstract] | |
Schedule of Development Cost | The table below summarizes the development cost: Project 1 $ 10,162 Miscellaneous development cost 1,210 Total $ 11,372 |
Discontinued Operations - Ass_2
Discontinued Operations - Assets Held for Sale (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations - Assets Held for Sale [Abstract] | |
Schedule of Balances and Results of the Polish and Netherlands Disposal Groups | The balances and results of the Polish and Netherlands disposal groups are presented below: As of December 31 Poland 2023 2022 (in thousands) Assets: Cash & cash equivalents $ 630 $ 431 Other current assets 443 1,105 Property, plant, and equipment, net 63,107 69,656 Operating leases, non-current - assets 5,923 5,378 Total assets held for sale $ 70,103 $ 76,570 Liabilities: Accounts payable $ 2,935 $ 1,760 Operating leases, current – liabilities 281 233 Other current liabilities 1,549 1,157 Operating leases, non-current - liabilities 5,798 4,995 Other non-current liabilities 985 824 Total liabilities to be disposed of $ 11,548 $ 8,969 Net assets held for sale $ 58,555 $ 67,601 As of December 31, Netherlands 2023 2022 (in thousands) Assets: Cash & cash equivalents $ 155 $ 13 Accounts receivable, net 99 487 Other current assets 58 82 Property, plant, and equipment, net 7,845 7,984 Operating leases, non-current – assets 1,469 1,438 Other non-current assets 1,214 1,176 Total assets held for sale $ 10,840 $ 11,180 Liabilities: Accounts payable $ 925 $ 23 Operating leases, current – liabilities 55 52 Other current liabilities 430 235 Operating leases, non-current – liabilities 1,301 1,312 Total liabilities to be disposed of $ 2,711 $ 1,622 Net assets held for sale $ 8,129 $ 9,558 |
Schedule of Recognized in Discontinued Operations in the Statement of Profit or Loss | Year Ended December 31, Poland 2023 2022 (in thousands) Revenues $ 7,593 $ 10,709 Operating Expenses Cost of revenues (3,768 ) (4,104 ) Depreciation, amortization, and accretion (2,563 ) (2,482 ) Loss on disposal of asset (130 ) - Total operating expenses (6,461 ) (6,586 ) Income from discontinued operations 1,132 4,123 Other income/(expense): Impairment loss recognized on the remeasurement to fair value less costs to sell (11,766 ) - Interest expense (5,650 ) (3,893 ) Other expense (157 ) (30 ) Total other expenses $ (17,573 ) $ (3,923 ) Income/(Loss) before provision for income taxes $ (16,441 ) 200 Income taxes - (21 ) Net income/(loss) from discontinued operations $ (16,441 ) $ 179 Impact of discontinued operations on EPS Net income/(loss) attributable to common stockholders, basic $ (16,441 ) $ 179 Net income/(loss) attributable to common stockholders, diluted (16,441 ) 179 Net income/(loss) per share attributable to common stockholders, basic $ (0.28 ) $ 0.00 Net income/(loss) per share attributable to common stockholders, diluted 0.00 0.00 Weighted-average common stock outstanding, basic 57,862,598 57,500,000 Weighted-average common stock outstanding, diluted 57,862,598 57,500,000 Year Ended December 31, Netherlands 2023 2022 (in thousands) Revenues $ 2,840 $ 1,596 Operating Expenses Cost of revenues (450 ) (368 ) Depreciation, amortization, and accretion (400 ) (500 ) Loss on disposal of asset (7 ) - Total operating expenses (857 ) (868 ) Income from discontinued operations 1,983 728 Other income/(expense): Interest expense (1,131 ) (787 ) Other expense (62 ) - Total other expenses $ (1,193 ) $ (787 ) Income/(Loss) before provision for income taxes $ 790 $ (59 ) Income taxes (161 ) - Net income/(loss) from discontinued operations $ 629 $ (59 ) Impact of discontinued operations on EPS Net income/(loss) attributable to common stockholders, basic $ 629 $ (59 ) Net income/(loss) attributable to common stockholders, diluted 629 (59 ) Net income/(loss) per share attributable to common stockholders, basic $ 0.01 $ (0.00 ) Net income/(loss) per share attributable to common stockholders, diluted 0.01 (0.00 ) Weighted-average common stock outstanding, basic 57,862,598 57,500,000 Weighted-average common stock outstanding, diluted 57,862,598 57,500,000 |
Italy Sale Disclosure (Tables)
Italy Sale Disclosure (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Italy Sale Disclosure [Abstract] | |
Schedule of Balances and Results of the Italian Disposal Group | The balances and results of the Italian disposal group are presented below: As of Year Ended Italy 2023 2022 (in thousands) Assets: Cash & cash equivalents $ 100 $ 295 Accounts receivable, net - 932 Other current assets 338 1,030 Property, plant, and equipment, net - 21,735 Operating leases, non-current - assets - 4 Other non-current assets 3,819 800 Total assets held for sale $ 4,257 $ 24,796 Liabilities: Accounts payable $ 21 $ 109 Other current liabilities 578 1,080 Other non-current liabilities - 216 Total liabilities to be disposed of $ 599 $ 1,405 Net assets held for sale $ 3,658 $ 23,391 Year Ended December 31, Italy 2023 2022 (in thousands) Revenues $ 3,360 $ 3,354 Operating Expenses Cost of revenues (1,204 ) (812 ) Selling, general, and administrative (69 ) (77 ) Depreciation, amortization, and accretion (1,638 ) (1,614 ) Loss on disposal of asset (5,501 ) - Total operating expenses (8,412 ) (2,503 ) Income/(Loss) from discontinued operations (5,052 ) 851 Other income/(expense): Other expense (15 ) - Other income - 22 Total other expenses $ (15 ) $ 22 Income/(Loss) before provision for income taxes $ (5,067 ) $ 873 Income taxes - - Net income/(loss) from discontinued operations $ (5,067 ) $ 873 Impact on EPS Net income/(loss) attributable to common stockholders, basic $ (5,067 ) $ 873 Net income/(loss) attributable to common stockholders, diluted (5,067 ) 873 Net income/(loss) per share attributable to common stockholders, basic $ (0.09 ) $ 0.02 Net income/(loss) per share attributable to common stockholders, diluted (0.09 ) 0.02 Weighted-average common stock outstanding, basic 57,862,598 57,500,000 Weighted-average common stock outstanding, diluted 57,862,598 57,500,000 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Warrant [Member] | |
Shareholders' Equity (Tables) [Line Items] | |
Schedule of Warrants to Purchase of Common Stock were Issued and Outstanding | As of December 31, 2023, warrants to purchase up to 12,345,000 shares of common stock were issued and outstanding. Warrants Weighted Weighted Outstanding - January 31, 2022 11,945,000 $ 11.50 5.98 Issued during the year - - - Expired during the year - - - Outstanding - December 31, 2022 11,945,000 $ 11.50 5.98 Issued during the year 400,000 0.35 0.16 Expired during the year - - - Outstanding – December 31, 2023 12,345,000 11.22 4.93 Exercisable – December 31, 2023 12,345,000 $ 11.22 4.93 |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment and Geographic Information [Abstract] | |
Schedule of Geographic Information Related to the Company’s Single Reportable Segment | The following tables present information related to the Company’s reportable segments. Year Ended December 31, Revenue by Segment 2023 2022 (in thousands) Europe $ 30,401 $ 29,368 Europe – Discontinued Operations (10,433 ) (12,305 ) United States 116 26 Total for the period $ 20,084 $ 17,089 Year Ended December 31, Operating Loss by Segment 2023 2022 (in thousands) Europe $ (46,301 ) $ (14,978 ) United States (23,163 ) (3,470 ) Total for the period $ (69,464 ) $ (18,448 ) Year Ended December 31, Assets by Segment 2023 2022 (in thousands) Europe Fixed Assets $ 125,600 $ 141,862 Other Assets 36,728 31,218 Total for Europe $ 162,328 $ 173,080 United States Fixed Assets $ 5,119 $ 599 Other Assets 17,839 4,636 Total for US $ 22,958 $ 5,235 Year Ended December 31, Liabilities by Segment 2023 2022 (in thousands) Europe Debt $ 180,294 $ 155,896 Other Liabilities 39,378 19,221 Total for Europe $ 219,672 $ 175,117 United States Debt $ 17,247 $ 2,793 Other Liabilities 11,621 2,987 Total for US $ 28,868 $ 5,780 Year Ended December 31, Revenue by Product Type 2023 2022 (in thousands) Country Renewable Programs (FIT) Europe $ 8,356 $ 9,854 US - - Total for the period $ 8,356 $ 9,854 Green Certificates (FIT) Europe $ 10,677 $ 9,452 US - - Total for the period $ 10,677 $ 9,452 Energy Offtake Agreements (PPA) Europe $ 11,368 $ 10,062 United States 116 26 Total for the period $ 11,484 $ 10,088 Year Ended December 31, Geographic Information by Segment 2023 2022 (in thousands) Europe Revenue $ 30,401 $ 29,368 Revenue – Discontinued Operations $ (10,433 ) $ (12,305 ) Long-lived assets $ 162,328 $ 173,080 United States Revenue $ 116 $ 26 Long-lived assets $ 22,958 $ 5,235 Consolidated Revenue $ 30,517 $ 29,394 Revenue – Discontinued Operations $ (10,433 ) $ (12,305 ) Long-lived assets $ 185,286 $ 178,315 Year Ended December 31, EBITDA by Segment 2023 2022 (in thousands) Europe $ 6,874 $ 6,537 US (4,560 ) (3,370 ) Total for the period $ 2,314 $ 3,167 Year Ended December 31, EBITDA Reconciliation to Net Loss 2023 2022 (in thousands) Europe EBITDA $ 6,874 $ 6,537 Depreciation, amortization, and accretion (6,563 ) (6,617 ) Interest expense (23,453 ) (14,876 ) Income taxes (161 ) (21 ) Solis Bond Waiver (11,766 ) - Impairment loss recognized on the remeasurement to fair value less costs to sell (11,232 ) - Net Loss $ (46,301 ) $ (14,977 ) US EBITDA $ (4,560 ) $ (3,370 ) Depreciation, amortization, and accretion (57 ) (42 ) Interest expense (1,889 ) (59 ) Income taxes (15 ) - Valuation on FPA Asset (16,642 ) - Net Loss $ (23,163 ) $ (3,471 ) Consolidated Net Loss $ (69,464 ) $ (18,448 ) |
Income Tax Provision (Tables)
Income Tax Provision (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Provision [Abstract] | |
Schedule of Relationship Between Tax expense and Accounting Profit | Explanation of the relationship between tax expense and accounting profit: Year Ended December 31, 2023 2022 (in thousands) Income before taxes $ (53,637 ) $ (18,569 ) Tax at the applicable rate of 21% (11,263 ) (3,899 ) State income taxes, net of federal benefit - - Permanent items 5,852 1,439 Tax effect of differences in foreign tax rates 2,622 2,046 Other 302 (140 ) Change in valuation allowance 2,502 554 Actual income tax expense (benefit) $ 15 $ - |
Schedule of Significant Portions of the Net Deferred Tax Assets | The tax effects of temporary difference and carryforwards that give rise to significant portions of the net deferred tax assets were as follows: Year Ended December 31, 2023 2022 (in thousands) Deferred tax assets: Net operating losses $ 1,329 $ 1,249 Interest expense carryforward 4,343 1,948 Lease liabilities 312 207 Total deferred tax assets 5,984 3,404 Deferred tax asset valuation allowance (5,693 ) (3,203 ) Net deferred tax assets 291 201 Deferred tax liabilities: Other - (1 ) Right-of-use asset (291 ) (200 ) Total deferred tax liabilities (291 ) (201 ) Net deferred taxes $ - $ - |
Related Party (Tables)
Related Party (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party [Abstract] | |
Schedule of Transaction with Directors | This agreement has a five year initial term and automatically extends for additional one year terms unless otherwise unilaterally terminated. Year Ended December 31, Transactions with Directors 2023 2022 (in thousands) Loan from Vestco, a related party to Board member and CEO Vincent Browne $ 210 $ - Final payment made to Vestco on November 16, 2023 (210 ) - Total $ - $ - |
Schedule of Director's Renumeration | Year Ended December 31, Director’s remuneration 2023 2022 (in thousands) Remuneration in respect of services as directors $ 606 $ 315 Remuneration in respect to long term incentive schemes - - Total $ 606 $ 315 |
Organization and Formation (Det
Organization and Formation (Details) - Business Combination Agreement [Member] - Common Stock [Member] | Oct. 31, 2021 $ / shares shares |
Organization and Formation [Line Items] | |
Share issued | shares | 57,500,000 |
Share price par value | $ / shares | $ 0.0001 |
Organization and Formation (D_2
Organization and Formation (Details) - Schedule of Operating Subsidiaries | 12 Months Ended |
Dec. 31, 2023 | |
Power Clouds S.r.l. [Member] | |
Schedule of Operating Subsidiaries [Line Items] | |
Principal Activity | SPV |
Date Acquired / Established | 31 March 2015 |
ALTN Ownership | Solis Bond Company DAC |
Country of Operations | Romania |
F.R.A.N. Energy Investment S.r.l. [Member] | |
Schedule of Operating Subsidiaries [Line Items] | |
Principal Activity | SPV |
Date Acquired / Established | 31 March 2015 |
ALTN Ownership | Solis Bond Company DAC |
Country of Operations | Romania |
PC-Italia-01 S.r.l. [Member] | |
Schedule of Operating Subsidiaries [Line Items] | |
Principal Activity | Sub-Holding SPV |
Date Acquired / Established | 15 May 2015 |
ALTN Ownership | AEG MH 02 Limited |
Country of Operations | Italy |
Zonnepark Rilland B.V. [Member] | |
Schedule of Operating Subsidiaries [Line Items] | |
Principal Activity | SPV |
Date Acquired / Established | 20 December 2019 |
ALTN Ownership | Solis Bond Company DAC |
Country of Operations | Netherlands |
PC-Italia-03 S.r.l. [Member] | |
Schedule of Operating Subsidiaries [Line Items] | |
Principal Activity | SPV |
Date Acquired / Established | 1 July 2020 |
ALTN Ownership | AEG MH 02 Limited |
Country of Operations | Italy |
PC-Italia-04 S.r.l. [Member] | |
Schedule of Operating Subsidiaries [Line Items] | |
Principal Activity | SPV |
Date Acquired / Established | 15 July 2020 |
ALTN Ownership | AEG MH 02 Limited |
Country of Operations | Italy |
Solis Bond Company DAC [Member] | |
Schedule of Operating Subsidiaries [Line Items] | |
Principal Activity | Holding Company |
Date Acquired / Established | 16 October 2020 |
ALTN Ownership | AEG JD 03 Limited |
Country of Operations | Ireland |
ALT US 03, LLC (Walking Horse Solar, LLC) [Member] | |
Schedule of Operating Subsidiaries [Line Items] | |
Principal Activity | LLC |
Date Acquired / Established | Acquired 15 December 2020 (Est. 30 March 2023) |
ALTN Ownership | ALT US 03 LLC |
Country of Operations | USA |
Alternus Energy Americas Inc. [Member] | |
Schedule of Operating Subsidiaries [Line Items] | |
Principal Activity | Holding Company |
Date Acquired / Established | 10 May 2021 |
ALTN Ownership | Alternus Energy Group Pl |
Country of Operations | USA |
LJG Green Source Energy Beta S.r.l [Member] | |
Schedule of Operating Subsidiaries [Line Items] | |
Principal Activity | SPV |
Date Acquired / Established | 29 July 2021 |
ALTN Ownership | Solis Bond Company DAC |
Country of Operations | Romania |
Ecosfer Energy S.r.l. [Member] | |
Schedule of Operating Subsidiaries [Line Items] | |
Principal Activity | SPV |
Date Acquired / Established | 30 July 2021 |
ALTN Ownership | Solis Bond Company DAC |
Country of Operations | Romania |
Lucas EST S.r.l. [Member] | |
Schedule of Operating Subsidiaries [Line Items] | |
Principal Activity | SPV |
Date Acquired / Established | 30 July 2021 |
ALTN Ownership | Solis Bond Company DAC |
Country of Operations | Romania |
Risorse Solari I S.r.l. [Member] | |
Schedule of Operating Subsidiaries [Line Items] | |
Principal Activity | SPV |
Date Acquired / Established | 28 September 2019 |
ALTN Ownership | AEG MH 02 Limited |
Country of Operations | Italy |
Risorse Solari III S.r.l. [Member] | |
Schedule of Operating Subsidiaries [Line Items] | |
Principal Activity | SPV |
Date Acquired / Established | 3 August 2021 |
ALTN Ownership | AEG MH 02 Limited |
Country of Operations | Italy |
Alternus Iberia S.L. [Member] | |
Schedule of Operating Subsidiaries [Line Items] | |
Principal Activity | SPV |
Date Acquired / Established | 4 August 2021 |
ALTN Ownership | AEG MH 02 Limited |
Country of Operations | Spain |
Solarpark Samas Sp. z o.o. [Member] | |
Schedule of Operating Subsidiaries [Line Items] | |
Principal Activity | SPV |
Date Acquired / Established | 31 August 2021 |
ALTN Ownership | Solis Bond Company DAC |
Country of Operations | Poland |
AED Italia-01 S.r.l. [Member] | |
Schedule of Operating Subsidiaries [Line Items] | |
Principal Activity | SPV |
Date Acquired / Established | 22 October 2021 |
ALTN Ownership | AEG MH 02 Limited |
Country of Operations | Italy |
AED Italia-02 S.r.l. [Member] | |
Schedule of Operating Subsidiaries [Line Items] | |
Principal Activity | SPV |
Date Acquired / Established | 22 October 2021 |
ALTN Ownership | AEG MH 02 Limited |
Country of Operations | Italy |
AED Italia-03 S.r.l. [Member] | |
Schedule of Operating Subsidiaries [Line Items] | |
Principal Activity | SPV |
Date Acquired / Established | 22 October 2021 |
ALTN Ownership | AEG MH 02 Limited |
Country of Operations | Italy |
AED Italia-04 S.r.l. [Member] | |
Schedule of Operating Subsidiaries [Line Items] | |
Principal Activity | SPV |
Date Acquired / Established | 22 October 2021 |
ALTN Ownership | AEG MH 02 Limited |
Country of Operations | Italy |
AED Italia-05 S.r.l. [Member] | |
Schedule of Operating Subsidiaries [Line Items] | |
Principal Activity | SPV |
Date Acquired / Established | 22 October 2021 |
ALTN Ownership | AEG MH 02 Limited |
Country of Operations | Italy |
ALT US 01 LLC [Member] | |
Schedule of Operating Subsidiaries [Line Items] | |
Principal Activity | SPV |
Date Acquired / Established | 6 December 2021 |
ALTN Ownership | Alternus Energy Americas Inc. |
Country of Operations | USA |
Elektrownia PV Komorowo Sp. z o.o. [Member] | |
Schedule of Operating Subsidiaries [Line Items] | |
Principal Activity | SPV |
Date Acquired / Established | 22 December 2021 |
ALTN Ownership | Solis Bond Company DAC |
Country of Operations | Poland |
PV Zachod Sp. z o.o. [Member] | |
Schedule of Operating Subsidiaries [Line Items] | |
Principal Activity | SPV |
Date Acquired / Established | 22 December 2021 |
ALTN Ownership | Solis Bond Company DAC |
Country of Operations | Poland |
AEG MH 01 Limited [Member] | |
Schedule of Operating Subsidiaries [Line Items] | |
Principal Activity | Holding Company |
Date Acquired / Established | 8 March 2022 |
ALTN Ownership | Alternus Lux 01 S.a.r.l. |
Country of Operations | Ireland |
AEG MH 02 Limited [Member] | |
Schedule of Operating Subsidiaries [Line Items] | |
Principal Activity | Holding Company |
Date Acquired / Established | 8 March 2022 |
ALTN Ownership | AEG JD 03 Limited |
Country of Operations | Ireland |
ALT US 02 LLC [Member] | |
Schedule of Operating Subsidiaries [Line Items] | |
Principal Activity | Holding Company |
Date Acquired / Established | 8 March 2022 |
ALTN Ownership | Alternus Energy Americas Inc. |
Country of Operations | USA |
AEG JD 01 Limited [Member] | |
Schedule of Operating Subsidiaries [Line Items] | |
Principal Activity | Holding Company |
Date Acquired / Established | 16 March 2022 |
ALTN Ownership | AEG MH 03 Limited |
Country of Operations | Ireland |
AEG JD 03 Limited [Member] | |
Schedule of Operating Subsidiaries [Line Items] | |
Principal Activity | Holding Company |
Date Acquired / Established | 21 March 2022 |
ALTN Ownership | Alternus Lux 01 S.a.r.l. |
Country of Operations | Ireland |
RA01 Sp. z o.o. [Member] | |
Schedule of Operating Subsidiaries [Line Items] | |
Principal Activity | SPV |
Date Acquired / Established | 24 March 2022 |
ALTN Ownership | Solis Bond Company DAC |
Country of Operations | Poland |
Gardno Sp. z o.o. [Member] | |
Schedule of Operating Subsidiaries [Line Items] | |
Principal Activity | SPV |
Date Acquired / Established | 24 March 2022 |
ALTN Ownership | Solis Bond Company DAC |
Country of Operations | Poland |
Gardno2 Sp. z o.o. [Member] | |
Schedule of Operating Subsidiaries [Line Items] | |
Principal Activity | SPV |
Date Acquired / Established | 24 March 2022 |
ALTN Ownership | Solis Bond Company DAC |
Country of Operations | Poland |
ALT US 03 LLC [Member] | |
Schedule of Operating Subsidiaries [Line Items] | |
Principal Activity | SPV |
Date Acquired / Established | 4 May 2022 |
ALTN Ownership | Alternus Energy Americas Inc. |
Country of Operations | USA |
Alt Spain 03, S.L.U. [Member] | |
Schedule of Operating Subsidiaries [Line Items] | |
Principal Activity | SPV |
Date Acquired / Established | 31 May 2022 |
ALTN Ownership | Alt Spain Holdco S.L. |
Country of Operations | Spain |
AEG MH 03 Limited [Member] | |
Schedule of Operating Subsidiaries [Line Items] | |
Principal Activity | Holding Company |
Date Acquired / Established | 10 June 2022 |
ALTN Ownership | AEG MH 01 Limited |
Country of Operations | Ireland |
Lightwave Renewables, LLC [Member] | |
Schedule of Operating Subsidiaries [Line Items] | |
Principal Activity | SPV |
Date Acquired / Established | Acquired 29 June 2022 (Est. 17 December 2020) |
ALTN Ownership | ALT US 02 LLC |
Country of Operations | USA |
Alt Spain Holdco, S.L.U. (NF Projects S.L) [Member] | |
Schedule of Operating Subsidiaries [Line Items] | |
Principal Activity | Holding Company |
Date Acquired / Established | Acquired 14 July 2022 (Est. 31 July 2023) |
ALTN Ownership | AEG MH 02 Limited |
Country of Operations | Spain |
AED Italia-06 S.r.l. [Member] | |
Schedule of Operating Subsidiaries [Line Items] | |
Principal Activity | SPV |
Date Acquired / Established | 2 August 2022 |
ALTN Ownership | AEG MH 02 Limited |
Country of Operations | Italy |
AED Italia-07 S.r.l. [Member] | |
Schedule of Operating Subsidiaries [Line Items] | |
Principal Activity | SPV |
Date Acquired / Established | 2 August 2022 |
ALTN Ownership | AEG MH 02 Limited |
Country of Operations | Italy |
AED Italia-08 S.r.l. [Member] | |
Schedule of Operating Subsidiaries [Line Items] | |
Principal Activity | SPV |
Date Acquired / Established | 5 August 2022 |
ALTN Ownership | AEG MH 02 Limited |
Country of Operations | Italy |
ALT US 04 LLC (Dancing Horse, LLC) [Member] | |
Schedule of Operating Subsidiaries [Line Items] | |
Principal Activity | Holding Company |
Date Acquired / Established | 14 September 2022 (Est. 31 July 2023) |
ALTN Ownership | Alternus Energy Americas Inc. |
Country of Operations | USA |
Alternus LUX 01 S.a.r.l. [Member] | |
Schedule of Operating Subsidiaries [Line Items] | |
Principal Activity | Holding Company |
Date Acquired / Established | 5 October 2022 |
ALTN Ownership | Alternus Energy Group Plc |
Country of Operations | Luxembourg |
Alt Spain 04, S.L.U. [Member] | |
Schedule of Operating Subsidiaries [Line Items] | |
Principal Activity | SPV |
Date Acquired / Established | May 2022 |
ALTN Ownership | Alt Spain Holdco, S.L.U. |
Country of Operations | Spain |
Alt Alliance LLC [Member] | |
Schedule of Operating Subsidiaries [Line Items] | |
Principal Activity | Holding Company |
Date Acquired / Established | September 2023 |
ALTN Ownership | Alternus Energy Amercias Inc. |
Country of Operations | USA |
ALT US 05 LLC [Member] | |
Schedule of Operating Subsidiaries [Line Items] | |
Principal Activity | Holding Company |
Date Acquired / Established | September 2023 |
ALTN Ownership | Alternus Energy Americas Inc. |
Country of Operations | USA |
ALT US 06 LLC [Member] | |
Schedule of Operating Subsidiaries [Line Items] | |
Principal Activity | Holding Company |
Date Acquired / Established | October 2023 |
ALTN Ownership | Alternus Energy Americas Inc. |
Country of Operations | USA |
ALT US 07 LLC (River Song Solar LLC) [Member] | |
Schedule of Operating Subsidiaries [Line Items] | |
Principal Activity | Holding Company |
Date Acquired / Established | November 2023 (Est. December 2022) |
ALTN Ownership | Alternus Energy Americas Inc. |
Country of Operations | USA |
Going Concern and Management'_2
Going Concern and Management's Plans (Details) $ in Thousands, € in Millions | 12 Months Ended | |||||||||||
Feb. 14, 2024 USD ($) | Feb. 14, 2024 EUR (€) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 EUR (€) | Dec. 31, 2022 USD ($) | Feb. 21, 2024 USD ($) | Feb. 21, 2024 EUR (€) | Jan. 18, 2024 USD ($) | Jan. 18, 2024 EUR (€) | Dec. 31, 2023 EUR (€) | Dec. 28, 2023 USD ($) | Dec. 28, 2023 EUR (€) | |
Going Concern and Management's Plans (Details) [Line Items] | ||||||||||||
Net loss from continuing operations | $ (53,652) | $ (18,569) | ||||||||||
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | (18,600) | |||||||||||
Shareholders’ equity/(deficit) | (63,300) | (2,600) | ||||||||||
Unrestricted cash | $ 4,600 | |||||||||||
Distribution amount (in Euro) | € | € 10 | |||||||||||
Repayment amount (in Euro) | € | € 10 | |||||||||||
Maturity term | Jan. 06, 2024 | Jan. 06, 2024 | ||||||||||
Percentage of bond holderes | 1% | 1% | ||||||||||
Fees (in Euro) | € | € 1.4 | |||||||||||
Owned amount | $ 159,000 | € 150 | ||||||||||
Solis Bond [Member] | ||||||||||||
Going Concern and Management's Plans (Details) [Line Items] | ||||||||||||
Owned subsidiary description | (i) the minimum Liquidity Covenant that requires the higher of €5.5 million or 5% of the outstanding Nominal Amount, (ii) the minimum Equity Ratio covenant of 25%, and (iii) the Leverage Ratio of NIBD/EBITDA to not be higher than 6.5 times for the year ended December 2021, 6.0 times for the year ended December 31, 2022 and 5.5 times for the period ending on the maturity date of the Bond, January 6, 2024. The Solis Bond carries a 3 months EURIBOR plus 6.5% per annum interest rate, and has quarterly interest payments, with a bullet payment to be paid on January 6, 2024. | (i) the minimum Liquidity Covenant that requires the higher of €5.5 million or 5% of the outstanding Nominal Amount, (ii) the minimum Equity Ratio covenant of 25%, and (iii) the Leverage Ratio of NIBD/EBITDA to not be higher than 6.5 times for the year ended December 2021, 6.0 times for the year ended December 31, 2022 and 5.5 times for the period ending on the maturity date of the Bond, January 6, 2024. The Solis Bond carries a 3 months EURIBOR plus 6.5% per annum interest rate, and has quarterly interest payments, with a bullet payment to be paid on January 6, 2024. | (i) the minimum Liquidity Covenant that requires the higher of €5.5 million or 5% of the outstanding Nominal Amount, (ii) the minimum Equity Ratio covenant of 25%, and (iii) the Leverage Ratio of NIBD/EBITDA to not be higher than 6.5 times for the year ended December 2021, 6.0 times for the year ended December 31, 2022 and 5.5 times for the period ending on the maturity date of the Bond, January 6, 2024. The Solis Bond carries a 3 months EURIBOR plus 6.5% per annum interest rate, and has quarterly interest payments, with a bullet payment to be paid on January 6, 2024. | |||||||||
Share capital percentage | 100% | 100% | ||||||||||
Share capital amount | $ 17,500 | € 15.8 | ||||||||||
Solis Bond trustee’s [Member] | ||||||||||||
Going Concern and Management's Plans (Details) [Line Items] | ||||||||||||
Owned subsidiary description | On December 18, 2023, a representative group of the bondholders approved an extension of the temporary waivers and the maturity date of the Solis Bonds until January 31, 2024, with the right to further extend to February 29, 2024 at the Solis Bond trustee’s discretion, which was subsequently approved by a majority of the bondholders on January 3, 2024. | On December 18, 2023, a representative group of the bondholders approved an extension of the temporary waivers and the maturity date of the Solis Bonds until January 31, 2024, with the right to further extend to February 29, 2024 at the Solis Bond trustee’s discretion, which was subsequently approved by a majority of the bondholders on January 3, 2024. | ||||||||||
Subsequent Event [Member] | ||||||||||||
Going Concern and Management's Plans (Details) [Line Items] | ||||||||||||
Exercised options | $ 68,500 | € 59,100,000 | ||||||||||
Subsequent Event [Member] | Solis Bond [Member] | ||||||||||||
Going Concern and Management's Plans (Details) [Line Items] | ||||||||||||
Share capital percentage | 100% | 100% | 100% | 100% | ||||||||
Share capital amount | $ 7,000 | € 6.5 | $ 59,100 | € 54.4 | ||||||||
Alternus Energy Group Plc [Member] | ||||||||||||
Going Concern and Management's Plans (Details) [Line Items] | ||||||||||||
Percentage of Interest rate | 6.50% | 6.50% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) € in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2023 EUR (€) | Dec. 22, 2023 | Feb. 29, 2016 USD ($) | |
Summary of Significant Accounting Policies [Line Items] | |||||
Percentage of shareholder | 5% | 5% | 80% | ||
Number of operating segments | 2 | ||||
Allowance for credit losses | $ 7 | $ 0 | |||
Cash balance | 2,500 | ||||
Impairment loss | $ 11,800 | ||||
Cash flow discount rate | 7.30% | 7.10% | |||
Right of use assets | $ 1,330 | $ 1,004 | $ 8,800 | ||
Associated liabilities | $ 8,700 | ||||
Revenues from customers | 11,200 | 14,200 | |||
Foreign currency translation adjustment | 714 | $ (991) | |||
European Union [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Cash balance | 105,841 | € 100,000 | |||
United States [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Cash balance | 250,000 | ||||
Europe [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Cash balance | $ 18,800 | ||||
One Customer [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Concentration of credit risk percentage | 35% | 29% | |||
One Customer [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Concentration of credit risk percentage | 23% | ||||
Three Customer [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Concentration of credit risk percentage | 61% | ||||
Three Customer [Member] | Europe [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Concentration of credit risk percentage | 61% | ||||
One Customer [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Concentration of credit risk percentage | 35% | 29% | |||
Customer [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Revenues from customers | $ 11,400 | $ 9,700 | |||
Two Customers [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Concentration of credit risk percentage | 34% | 42% | |||
Solar Energy Facilities [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Useful life | 35 years | 35 years | |||
Furniture and Fixtures [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Useful life | 3 years | 3 years | |||
Software and Computer Equipment [Member] | Minimum [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Useful life | 3 years | 3 years | |||
Software and Computer Equipment [Member] | Maximum [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Useful life | 5 years | 5 years |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Disaggregated Revenues - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Disaggregated Revenues [Line Items] | ||
Revenue by Country, Total for continuing operations | $ 20,084 | $ 17,089 |
Discontinued Operations: | ||
Revenue by Country, Total for discontinued operations | 10,433 | 12,305 |
Revenue by Country, Total for the period | 30,517 | 29,394 |
Revenue by Offtake Type, Total for continuing operations | 20,084 | 17,089 |
Discontinued Operations: | ||
Revenue by Offtake Type, Total for discontinued operations | 10,433 | 12,305 |
Revenue by Offtake Type, Total for the period | 30,517 | 29,394 |
Italy [Member] | ||
Schedule of Disaggregated Revenues [Line Items] | ||
Revenue by Country, Total for continuing operations | 3,360 | 3,354 |
Romania [Member] | ||
Schedule of Disaggregated Revenues [Line Items] | ||
Revenue by Country, Total for continuing operations | 16,608 | 13,710 |
United States [Member] | ||
Schedule of Disaggregated Revenues [Line Items] | ||
Revenue by Country, Total for continuing operations | 116 | 25 |
Netherlands [Member] | ||
Discontinued Operations: | ||
Revenue by Country, Total for discontinued operations | 2,840 | 1,596 |
Poland [Member] | ||
Discontinued Operations: | ||
Revenue by Country, Total for discontinued operations | 7,593 | 10,709 |
Country Renewable Programs [Member] | ||
Discontinued Operations: | ||
Revenue by Offtake Type, Total for continuing operations | 2,972 | 2,885 |
Discontinued Operations: | ||
Revenue by Offtake Type, Total for discontinued operations | 5,499 | 6,994 |
Green Certificates [Member] | ||
Discontinued Operations: | ||
Revenue by Offtake Type, Total for continuing operations | 10,548 | 9,409 |
Energy Offtake Agreements [Member] | ||
Discontinued Operations: | ||
Revenue by Offtake Type, Total for continuing operations | 6,560 | 4,795 |
Discontinued Operations: | ||
Revenue by Offtake Type, Total for discontinued operations | 4,805 | 5,267 |
Other Revenue [Member] | ||
Discontinued Operations: | ||
Revenue by Offtake Type, Total for continuing operations | 4 | |
Guarantees of Origin [Member] | ||
Discontinued Operations: | ||
Revenue by Offtake Type, Total for discontinued operations | $ 129 | $ 44 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Diluted Net Loss Per Share - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Diluted Net Loss Per Share [Line Items] | ||
Total | 12,345 | 11,945 |
Warrants [Member] | ||
Schedule of Diluted Net Loss Per Share [Line Items] | ||
Total | 12,345 | 11,945 |
Business Combination (Details)
Business Combination (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Business Combination (Details) [Line Items] | ||
Business combination, consideration of right to receive of shares | 23,000,000 | |
Shares issued | 71,905,363 | 57,500,000 |
Common Stock [Member] | ||
Business Combination (Details) [Line Items] | ||
Business combination, consideration exchanged for shares | 57,500,000 | |
Shares issued | 225,000 | |
Class A common stock [Member] | ||
Business Combination (Details) [Line Items] | ||
Business combination, consideration exchanged for shares | 2,300,000 | |
Business combination, consideration of right to receive of shares | 1 | |
Class A common stock [Member] | Sponsor [Member] | ||
Business Combination (Details) [Line Items] | ||
Business combination, consideration exchanged for shares | 8,556,667 | |
Common Stock Subject to Possible Redemption [Member] | ||
Business Combination (Details) [Line Items] | ||
Business combination, consideration exchanged for shares | 127,142 | |
Promissory Note [Member] | ||
Business Combination (Details) [Line Items] | ||
Number of warrant purchase | 300,000 | |
Exercise price (in Dollars per share) | $ 0.01 | |
Secured Promissory Note Agreement [Member] | ||
Business Combination (Details) [Line Items] | ||
Number of warrant purchase | 100,000 | |
Exercise price (in Dollars per share) | $ 11.5 | |
Forward Purchase Agreement [Member] | ||
Business Combination (Details) [Line Items] | ||
Business Combination, Consideration Obligation of share purchase | 2,796,554 | |
Business Combination, Consideration maximum limit of share purchase | 2,796,554 | |
Number of share purchased | 1,300,320 | |
Forward Purchase Agreement [Member] | ||
Business Combination (Details) [Line Items] | ||
Business combination, consideration of share issued | 1,496,234 | |
Proceeds received from business combination (in Dollars) | $ 5.1 |
Business Combination (Details)
Business Combination (Details) - Schedule of Common Stock Outstanding After the Closing of the Business Combination - shares | Dec. 31, 2023 | Dec. 31, 2022 |
Business Combination (Details) - Schedule of Common Stock Outstanding After the Closing of the Business Combination [Line Items] | ||
Total common stock outstanding | 71,905,363 | 57,500,000 |
Exchange of CLIN common stock subject to possible redemption that was not redeemed for Alternus Clean Energy Inc. common stock [Member] | ||
Business Combination (Details) - Schedule of Common Stock Outstanding After the Closing of the Business Combination [Line Items] | ||
Total common stock outstanding | 127,142 | |
Exchange of public share rights held by CLIN shareholders for Alternus Clean Energy Inc. common stock [Member] | ||
Business Combination (Details) - Schedule of Common Stock Outstanding After the Closing of the Business Combination [Line Items] | ||
Total common stock outstanding | 2,300,000 | |
Issuance of Alternus Clean Energy, Inc. common stock to promissory note holders [Member] | ||
Business Combination (Details) - Schedule of Common Stock Outstanding After the Closing of the Business Combination [Line Items] | ||
Total common stock outstanding | 400,000 | |
Exchange of CLIN Class A common stock held by CLIN Sponsor for Alternus Clean Energy Inc. common stock [Member] | ||
Business Combination (Details) - Schedule of Common Stock Outstanding After the Closing of the Business Combination [Line Items] | ||
Total common stock outstanding | 8,556,667 | |
Subtotal - Business Combination, net of redemptions [Member] | ||
Business Combination (Details) - Schedule of Common Stock Outstanding After the Closing of the Business Combination [Line Items] | ||
Total common stock outstanding | 11,383,809 | |
Issuance of shares under the FPA [Member] | ||
Business Combination (Details) - Schedule of Common Stock Outstanding After the Closing of the Business Combination [Line Items] | ||
Total common stock outstanding | 1,496,234 | |
Shares purchased by the accredited investor under the FPA [Member] | ||
Business Combination (Details) - Schedule of Common Stock Outstanding After the Closing of the Business Combination [Line Items] | ||
Total common stock outstanding | 1,300,320 | |
Issuance of Alternus Clean Energy Inc. common stock to Alternus Energy Group Plc. on the Closing Date [Member] | ||
Business Combination (Details) - Schedule of Common Stock Outstanding After the Closing of the Business Combination [Line Items] | ||
Total common stock outstanding | 57,500,000 | |
Issuance of Alternus Clean Energy Inc. common stock to the CLIN Sponsor as a holder of CLIN convertible notes on the Closing Date [Member] | ||
Business Combination (Details) - Schedule of Common Stock Outstanding After the Closing of the Business Combination [Line Items] | ||
Total common stock outstanding | 225,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 12 Months Ended | |
Dec. 10, 2023 | Dec. 31, 2023 | |
Fair Value Measurements (Details) [Line Items] | ||
Shares of common stock | 2,796,554 | |
Recycled shares | 1,300,320 | |
Additional shares | 1,496,234 | |
Total shares | 2,796,554 | |
Prepayment shortfall (in Dollars) | $ 500,000 | |
Closing price per share (in Dollars per share) | $ 10 | |
Sales rate | 100% | |
Reset price per share (in Dollars per share) | $ 10 | |
PIPE Subscription Agreement [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Shares of common stock | 1,300,320 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Balances of the Forward Purchase Agreement with Significant Unobservable Inputs $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Fair Value Measurements (Details) - Schedule of Balances of the Forward Purchase Agreement with Significant Unobservable Inputs [Line Items] | |
Forward Purchase Agreement | $ 483 |
Total | 483 |
Level 1 [Member] | |
Fair Value Measurements (Details) - Schedule of Balances of the Forward Purchase Agreement with Significant Unobservable Inputs [Line Items] | |
Forward Purchase Agreement | |
Total | |
Level 2 [Member] | |
Fair Value Measurements (Details) - Schedule of Balances of the Forward Purchase Agreement with Significant Unobservable Inputs [Line Items] | |
Forward Purchase Agreement | |
Total | |
Level 3 [Member] | |
Fair Value Measurements (Details) - Schedule of Balances of the Forward Purchase Agreement with Significant Unobservable Inputs [Line Items] | |
Forward Purchase Agreement | 483 |
Total | $ 483 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of Changes of the Forward Purchase Agreement with Significant Unobservable Inputs $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Schedule of Changes of the Forward Purchase Agreement with Significant Unobservable Inputs [Abstract] | |
Balance at January 1, 2023 | |
Recognition of Forward Purchase Agreement Asset | 17,125 |
Change in fair value | (16,642) |
Balance at December 31, 2023 | $ 483 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of the Forward Purchase Agreement Using a Monte Carlo Simulation Valuation Model - Forward Purchase Agreement Asset [Member] | Dec. 31, 2023 |
Rik-free rate [Member] | |
Schedule of the Forward Purchase Agreement Using a Monte Carlo Simulation Valuation Model [Line Items] | |
Forward Purchase Agreement Asset Input | 4% |
Underlying stock price [Member] | |
Schedule of the Forward Purchase Agreement Using a Monte Carlo Simulation Valuation Model [Line Items] | |
Forward Purchase Agreement Asset Input | $1.50 |
Expected volatility [Member] | |
Schedule of the Forward Purchase Agreement Using a Monte Carlo Simulation Valuation Model [Line Items] | |
Forward Purchase Agreement Asset Input | 75% |
Term [Member] | |
Schedule of the Forward Purchase Agreement Using a Monte Carlo Simulation Valuation Model [Line Items] | |
Forward Purchase Agreement Asset Input | 2.98 years |
Dividend yield [Member] | |
Schedule of the Forward Purchase Agreement Using a Monte Carlo Simulation Valuation Model [Line Items] | |
Forward Purchase Agreement Asset Input | 0% |
Business Combination and Acqu_2
Business Combination and Acquisitions of Assets (Details) $ in Millions | 1 Months Ended |
Mar. 24, 2022 USD ($) | |
Acquisition of RA01 Sp. Z.O.O. [Member] | |
Business Combination and Acquisitions of Assets (Details) [Line Items] | |
Purchase price | $ 1.1 |
Acquisition of RA01 Sp. Z.O.O. [Member] | Other Assets [Member] | |
Business Combination and Acquisitions of Assets (Details) [Line Items] | |
Assets acquisition | 0.1 |
Acquisition of RA01 Sp. Z.O.O. [Member] | Property and Equipment [Member] | |
Business Combination and Acquisitions of Assets (Details) [Line Items] | |
Assets acquisition | 1 |
Acquisition of Gardno Sp. Z.O.O. [Member] | |
Business Combination and Acquisitions of Assets (Details) [Line Items] | |
Purchase price | 6.6 |
Acquisition of Gardno Sp. Z.O.O. [Member] | Other Assets [Member] | |
Business Combination and Acquisitions of Assets (Details) [Line Items] | |
Assets acquisition | 0.2 |
Acquisition of Gardno Sp. Z.O.O. [Member] | Property and Equipment [Member] | |
Business Combination and Acquisitions of Assets (Details) [Line Items] | |
Assets acquisition | 6.4 |
Acquisition of Gardno 2 Sp. Z.O.O. [Member] | |
Business Combination and Acquisitions of Assets (Details) [Line Items] | |
Purchase price | 4.4 |
Acquisition of Gardno 2 Sp. Z.O.O. [Member] | Other Assets [Member] | |
Business Combination and Acquisitions of Assets (Details) [Line Items] | |
Assets acquisition | 0.1 |
Acquisition of Gardno 2 Sp. Z.O.O. [Member] | Property and Equipment [Member] | |
Business Combination and Acquisitions of Assets (Details) [Line Items] | |
Assets acquisition | $ 4.3 |
Accounts Receivable (Details) -
Accounts Receivable (Details) - Schedule of Accounts Receivables and Unbilled Energy Incentives - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Accounts Receivables and Unbilled Energy Incentives [Abstract] | ||
Accounts receivable | $ 651 | $ 3,335 |
Unbilled energy incentives earned | 5,607 | 4,954 |
Total | $ 6,258 | $ 8,289 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - Schedule of Prepaid Expenses and Other Current Assets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Prepaid Expenses and Other Current Assets [Abstract] | ||
Prepaid expenses and other current assets | $ 2,602 | $ 328 |
Accrued revenue | 6 | 294 |
Other receivable | 736 | 860 |
Total | $ 3,344 | $ 1,482 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Property and Equipment, Net [Line Items] | ||
Construction progress | $ 5.1 | $ 0.6 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of Property and Equipment - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 68,628 | $ 79,096 |
Less: Accumulated depreciation | (7,326) | (10,143) |
Total | 61,302 | 68,953 |
Solar energy facilities [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 55,318 | 75,009 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 107 | |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 511 | 497 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 210 | 49 |
Asset retirement [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 168 | 341 |
Construction in progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 12,421 | $ 3,093 |
Capitalized Development Cost _3
Capitalized Development Cost and Other Long-Term Assets (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Capitalized Development Cost and Other Long-Term Assets (Details) [Line Items] | |
Security deposits | $ 1,000 |
Purchase agreement | 483 |
United States [Member] | |
Capitalized Development Cost and Other Long-Term Assets (Details) [Line Items] | |
Capitalized development cost | 2,100 |
Europe [Member] | |
Capitalized Development Cost and Other Long-Term Assets (Details) [Line Items] | |
Capitalized development cost | $ 4,100 |
Capitalized Development Cost _4
Capitalized Development Cost and Other Long-Term Assets (Details) - Schedule of Capitalized Cost and Other Long-Term Assets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Capitalized Cost and Other Long-Term Assets [Abstract] | ||
Capitalized development cost | $ 6,216 | $ 2,146 |
Other receivables | 1,483 | |
Total | $ 7,699 | $ 2,146 |
Accounts Payable (Details) - Sc
Accounts Payable (Details) - Schedule of Accounts Payable Represent Amounts Owned to Suppliers of Goods and Services - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Accounts Payable Represent Amounts Owned to Suppliers of Goods and Services [Abstract] | ||
Accounts payable | $ 5,084 | $ 1,138 |
Total | $ 5,084 | $ 1,138 |
Deferred Income (Details) - Sch
Deferred Income (Details) - Schedule of Deferred Income - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Deferred Income [Abstract] | ||
Deferred income beginning balance | $ 4,954 | $ 3,139 |
Green certificates received | 10,663 | 10,729 |
Green certificates sold | (10,169) | (8,849) |
Foreign exchange gain/(loss) | 159 | (65) |
Deferred income ending balance | $ 5,607 | $ 4,954 |
Accrued Liabilities (Details) -
Accrued Liabilities (Details) - Schedule of Accrued Liabilities - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Accrued Liabilities [Abstract] | ||
Accrued legal | $ 8,684 | |
Accrued interest | 5,516 | 1,992 |
Accrued financing cost | 3,537 | |
Accrued construction expense | 2,134 | |
Accrued transaction cost - business combination | 1,527 | |
Accrued audit fees | 800 | |
Accrued payroll | 148 | 501 |
Other accrued expenses | 2,064 | 978 |
Total | $ 24,410 | $ 3,471 |
Taxes Recoverable and Payable_2
Taxes Recoverable and Payable (Details) - Schedule of Taxes Recoverable and Payable - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Taxes Recoverable and Payable [Abstract] | ||
Taxes recoverable | $ 631 | $ 1,388 |
Less: Taxes payable | (14) | (616) |
Total | $ 617 | $ 772 |
Green Bonds, Convertible and _3
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) $ / shares in Units, € in Millions | 1 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||
Jan. 18, 2024 USD ($) | Jan. 18, 2024 EUR (€) | Dec. 21, 2022 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Oct. 31, 2023 USD ($) | Jul. 31, 2023 USD ($) | Jun. 30, 2022 USD ($) | May 31, 2022 USD ($) | Nov. 30, 2021 USD ($) | Jan. 31, 2021 USD ($) | Jan. 31, 2021 EUR (€) | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2023 EUR (€) | Dec. 31, 2022 USD ($) | May 31, 2024 | Mar. 31, 2024 | Mar. 20, 2024 $ / shares | Feb. 21, 2024 USD ($) | Feb. 21, 2024 EUR (€) | Jan. 24, 2024 USD ($) | Jan. 24, 2024 EUR (€) | Dec. 28, 2023 USD ($) | Dec. 28, 2023 EUR (€) | Sep. 30, 2023 USD ($) $ / shares | Sep. 30, 2023 EUR (€) | May 31, 2023 | Feb. 28, 2023 USD ($) | Dec. 21, 2022 EUR (€) | Mar. 31, 2022 USD ($) | Mar. 31, 2022 EUR (€) | Dec. 31, 2021 USD ($) | Nov. 30, 2021 EUR (€) | Jan. 31, 2021 EUR (€) | |
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Debt issuance cost | $ 4,100,000 | $ 11,800,000 | $ 4,100,000 | $ 200,000 | |||||||||||||||||||||||||||||
Amortization of debt discounts | $ 4,900,000 | 3,900,000 | |||||||||||||||||||||||||||||||
Short-term debt maturity year | 2024 | 2024 | |||||||||||||||||||||||||||||||
Stated interest rate | 0% | ||||||||||||||||||||||||||||||||
Margin rate | 0.50% | ||||||||||||||||||||||||||||||||
Working capital loan | $ 3,200,000 | ||||||||||||||||||||||||||||||||
Common stock issued (in Shares) | shares | 2,796,554 | 2,796,554 | |||||||||||||||||||||||||||||||
Promissory notes | $ 32,312,000 | $ 32,312,000 | $ 13,486,000 | ||||||||||||||||||||||||||||||
Closing price (in Dollars per share) | $ / shares | $ 5 | $ 5 | |||||||||||||||||||||||||||||||
Convertible promissory note | $ 1,100,000 | $ 1,100,000 | |||||||||||||||||||||||||||||||
Additional paid in capital | $ 500,000 | 500,000 | |||||||||||||||||||||||||||||||
Outstanding balance | $ 11,100,000 | € 10 | |||||||||||||||||||||||||||||||
Interest rate | 97% | 97% | |||||||||||||||||||||||||||||||
Effective interest rate | 9.50% | 9.50% | |||||||||||||||||||||||||||||||
Distribution amount (in Euro) | € | € 10 | ||||||||||||||||||||||||||||||||
Repayment amount (in Euro) | € | 10 | ||||||||||||||||||||||||||||||||
Bondholders amendment fee amount (in Euro) | € | € 1.4 | ||||||||||||||||||||||||||||||||
Proceed to transfer ownership | $ 17,300,000 | € 15.8 | $ 159,000,000 | € 150 | |||||||||||||||||||||||||||||
Bond par value (in Dollars per share) | $ / shares | $ 107.5 | ||||||||||||||||||||||||||||||||
Solis bond waiver fees | $ 11,100,000 | ||||||||||||||||||||||||||||||||
Share capital percentage | 100% | 100% | |||||||||||||||||||||||||||||||
Sale of parks | $ 68,500,000 | € 59,100,000 | |||||||||||||||||||||||||||||||
Waiver fee | $ 11,100,000 | ||||||||||||||||||||||||||||||||
Revolving debt financing (in Euro) | € | € 80 | ||||||||||||||||||||||||||||||||
Project costs (in Euro) | € | € 420 | ||||||||||||||||||||||||||||||||
Finance reduces cost rate | 33.33% | ||||||||||||||||||||||||||||||||
Commitment fees | $ 1,800,000 | ||||||||||||||||||||||||||||||||
Solis Bond [Member] | |||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Owned subsidiary description | (i) the minimum Liquidity Covenant that requires the higher of €5.5 million or 5% of the outstanding Nominal Amount, (ii) the minimum Equity Ratio covenant of 25%, and (iii) the Leverage Ratio of NIBD/EBITDA to not be higher than 6.5 times for the year ended December 2021, 6.0 times for the year ended December 31, 2022 and 5.5 times for the period ending on the maturity date of the Bond, January 6, 2024. The Solis Bond carries a 3 months EURIBOR plus 6.5% per annum interest rate, and has quarterly interest payments, with a bullet payment to be paid on January 6, 2024. | (i) the minimum Liquidity Covenant that requires the higher of €5.5 million or 5% of the outstanding Nominal Amount, (ii) the minimum Equity Ratio covenant of 25%, and (iii) the Leverage Ratio of NIBD/EBITDA to not be higher than 6.5 times for the year ended December 2021, 6.0 times for the year ended December 31, 2022 and 5.5 times for the period ending on the maturity date of the Bond, January 6, 2024. The Solis Bond carries a 3 months EURIBOR plus 6.5% per annum interest rate, and has quarterly interest payments, with a bullet payment to be paid on January 6, 2024. | (i) the minimum Liquidity Covenant that requires the higher of €5.5 million or 5% of the outstanding Nominal Amount, (ii) the minimum Equity Ratio covenant of 25%, and (iii) the Leverage Ratio of NIBD/EBITDA to not be higher than 6.5 times for the year ended December 2021, 6.0 times for the year ended December 31, 2022 and 5.5 times for the period ending on the maturity date of the Bond, January 6, 2024. The Solis Bond carries a 3 months EURIBOR plus 6.5% per annum interest rate, and has quarterly interest payments, with a bullet payment to be paid on January 6, 2024. | ||||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Common stock issued (in Shares) | shares | 225,000 | 225,000 | |||||||||||||||||||||||||||||||
AEG MH02 [Member] | |||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Stated interest rate | 18% | 16% | |||||||||||||||||||||||||||||||
Recognized interest | $ 2,400,000 | ||||||||||||||||||||||||||||||||
Principal outstanding balance | $ 11,000,000 | 11,000,000 | $ 10,700,000 | ||||||||||||||||||||||||||||||
AEG MH02 [Member] | Private Lenders [Member] | |||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Maximum borrowing | $ 10,800,000 | ||||||||||||||||||||||||||||||||
Stated interest rate | 8% | ||||||||||||||||||||||||||||||||
Maturity date | May 31, 2023 | ||||||||||||||||||||||||||||||||
ALT US 02 LLC [Member] | |||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Stated interest rate | 2.50% | ||||||||||||||||||||||||||||||||
Maturity date | Jun. 29, 2023 | ||||||||||||||||||||||||||||||||
Principal outstanding balance | 4,300,000 | 4,300,000 | 2,800,000 | ||||||||||||||||||||||||||||||
Promissory note | $ 5,900,000 | ||||||||||||||||||||||||||||||||
ALT US 03, LLC [Member] | |||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Promissory note | $ 920,000 | ||||||||||||||||||||||||||||||||
Senior secured loan | 717,000 | 717,000 | |||||||||||||||||||||||||||||||
32 MWp Solar PV Project [Member] | |||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Stated interest rate | 24% | ||||||||||||||||||||||||||||||||
Maturity date | Feb. 29, 2024 | ||||||||||||||||||||||||||||||||
Principal outstanding balance | 7,000,000 | $ 7,000,000 | |||||||||||||||||||||||||||||||
Senior secured loan | $ 2,400,000 | ||||||||||||||||||||||||||||||||
Percentage of power purchase agreements | 100% | 100% | |||||||||||||||||||||||||||||||
Alternus Energy Americas [Member] | |||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Principal outstanding balance | $ 3,200,000 | $ 3,200,000 | |||||||||||||||||||||||||||||||
14 MWp Solar PV Project [Member] | |||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Stated interest rate | 24% | 24% | |||||||||||||||||||||||||||||||
Maturity date | May 28, 2024 | ||||||||||||||||||||||||||||||||
Principal outstanding balance | $ 1,100,000 | $ 1,100,000 | |||||||||||||||||||||||||||||||
Senior secured loan | $ 1,100,000 | $ 1,100,000 | |||||||||||||||||||||||||||||||
Percentage of power purchase agreements | 100% | ||||||||||||||||||||||||||||||||
Clean Earth [Member] | |||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Stated interest rate | 0% | 0% | |||||||||||||||||||||||||||||||
Principal outstanding balance | $ 1,600,000 | $ 1,600,000 | |||||||||||||||||||||||||||||||
Promissory note | 1,600,000 | 1,600,000 | |||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Promissory notes | 1,600,000 | 1,600,000 | |||||||||||||||||||||||||||||||
Subsidiaries [Member] | |||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Stated interest rate | 5.90% | ||||||||||||||||||||||||||||||||
Principal outstanding balance | 3,300,000 | 3,300,000 | |||||||||||||||||||||||||||||||
Initial payment | $ 1,900,000 | ||||||||||||||||||||||||||||||||
Margin rate | 2% | ||||||||||||||||||||||||||||||||
Other Debt Obligations [Member] | |||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Stated interest rate | 6.50% | 6.50% | |||||||||||||||||||||||||||||||
Senior secured loan | $ 242,000,000 | € 200 | |||||||||||||||||||||||||||||||
Repayment terms | 3-year | 3-year | |||||||||||||||||||||||||||||||
Repayment of other debt | $ 40,000,000 | € 33 | |||||||||||||||||||||||||||||||
Funding acquisitions | 87,200,000 | 72 | |||||||||||||||||||||||||||||||
Initial funding | $ 125,000,000 | € 110 | |||||||||||||||||||||||||||||||
Outstanding balance | $ 24,000,000 | € 20 | |||||||||||||||||||||||||||||||
Other Debt Obligations [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Percentage of par value | 102% | ||||||||||||||||||||||||||||||||
Other Debt Obligations [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Percentage of par value | 5.50% | ||||||||||||||||||||||||||||||||
Bond [Member] | |||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Outstanding balance | 149,500,000 | $ 147,200,000 | |||||||||||||||||||||||||||||||
Bond One [Member] | |||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Outstanding balance | $ 166,100,000 | $ 166,100,000 | $ 149,400,000 | ||||||||||||||||||||||||||||||
Solis Bond [Member] | |||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Amendment fee percentage | 6.50% | 6.50% | |||||||||||||||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Closing price (in Dollars per share) | $ / shares | $ 1 | ||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Polish Subsidiaries [Member] | |||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Proceed to transfer ownership | $ 59,100,000 | € 54.4 | |||||||||||||||||||||||||||||||
Share capital percentage | 100% | 100% | |||||||||||||||||||||||||||||||
Subsequent Event [Member] | Netherlands Subsidiary [Member] | |||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Proceed to transfer ownership | $ 7,000,000 | € 6.5 | |||||||||||||||||||||||||||||||
Share capital percentage | 100% | 100% | |||||||||||||||||||||||||||||||
Forecast [Member] | ALT US 03, LLC [Member] | |||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Stated interest rate | 2.50% | ||||||||||||||||||||||||||||||||
Forecast [Member] | 32 MWp Solar PV Project [Member] | |||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Stated interest rate | 1.50% | ||||||||||||||||||||||||||||||||
Bondholders [Member] | |||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||
Amendment fee | 1% | 1% |
Green Bonds, Convertible and _4
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) - Schedule of Debt Balances - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Debt Balances [Abstract] | ||
Senior Secured Green Bonds | $ 166,122 | $ 149,481 |
Senior Secured debt and promissory notes secured | 32,312 | 13,486 |
Total debt | 198,434 | 162,967 |
Less current maturities | (198,434) | |
Long term debt, net of current maturities | 162,967 | |
Current Maturities | 198,434 | |
Less current debt discount | (892) | |
Current Maturities net of debt discount | 197,542 | |
Long-term maturities | 162,967 | |
Less long-term debt discount | (4,272) | |
Long-term maturities net of debt discount | $ 158,695 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 1 Months Ended | |||
Oct. 31, 2023 | Apr. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2023 | |
Leases [Line Items] | ||||
Lease cost | $ 32 | $ 147 | ||
Minimum [Member] | ||||
Leases [Line Items] | ||||
Remaining lease term | 4 years | |||
Maximum [Member] | ||||
Leases [Line Items] | ||||
Remaining lease term | 28 years | |||
US [Member] | ||||
Leases [Line Items] | ||||
Remaining lease term | 7 years 6 months | |||
Spain [Member] | ||||
Leases [Line Items] | ||||
Remaining lease term | 35 years | |||
Rakowic Park [Member] | ||||
Leases [Line Items] | ||||
Lease cost | $ 69 | |||
Komorowo Park [Member] | ||||
Leases [Line Items] | ||||
Lease cost | $ 7 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Key Components of the Company's Operating Leases - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Key Components of the Company's Operating Leases [Abstract] | ||
Operating Lease - Operating Cash Flows (Fixed Payments) | $ 189 | $ 99 |
Operating Lease - Operating Cash Flows (Liability Reduction) | 129 | 54 |
New ROU Assets - Operating Leases | $ 409 | $ 8,482 |
Weighted Average Lease Term - Operating Leases (years) | 13 years 2 months 26 days | 7 years 18 days |
Weighted Average Discount Rate - Operating Leases | 7.65% | 7.10% |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Maturities of Lease Liabilities $ in Thousands | Dec. 31, 2023 USD ($) |
Schedule of Maturities of Lease Liabilities [Abstract] | |
2024 | $ 231 |
2025 | 237 |
2026 | 242 |
2027 | 248 |
2028 | 216 |
Thereafter | 2,064 |
Total lease payments | 3,238 |
Less imputed interest | (1,811) |
Total | $ 1,427 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | May 04, 2023 USD ($) | May 04, 2023 PLN (zł) | Jun. 30, 2024 USD ($) |
Commitments and Contingencies [Line Items] | |||
Litigation claim settlement | $ 5,800,000 | zł 24,980,589 | |
Loss contingency | $ 6,800,000 | ||
Hover Energy, LLC [Member] | Forecast [Member] | |||
Commitments and Contingencies [Line Items] | |||
Prepaid sevelopment fees | $ 500,000 |
Asset Retirement Obligations (D
Asset Retirement Obligations (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Asset Retirement Obligations [Line Items] | ||
Discount rate percentage | 7.50% | 7.10% |
Asset Retirement Obligations _2
Asset Retirement Obligations (Details) - Schedule of Asset Retirement Obligations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Asset Retirement Obligations [Abstract] | ||
ARO Liability - Balance | $ 397 | $ 411 |
Additional obligations incurred | ||
Disposals | (235) | |
Accretion expense | 24 | 20 |
Foreign exchange gain/(loss) | 11 | (34) |
ARO Liability - Balance | $ 197 | $ 397 |
Development Cost (Details)
Development Cost (Details) zł in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 USD ($) | Dec. 31, 2023 PLN (zł) | Dec. 31, 2022 USD ($) | |
Development Cost [Line Items] | |||
Development expenses due | $ 9.6 | ||
Development expenses paid | 4.2 | ||
Accrued liabilities | 5.4 | ||
Renewable energy projects [Member] | |||
Development Cost [Line Items] | |||
Development cost | $ 11.4 | ||
Project 1 [Member] | |||
Development Cost [Line Items] | |||
Development cost | $ 9.6 | zł 45 |
Development Cost (Details) - Sc
Development Cost (Details) - Schedule of Development Cost - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Development Cost [Abstract] | ||
Project 1 | $ 10,162 | |
Miscellaneous development cost | 1,210 | |
Total | $ 798 | $ 11,372 |
Discontinued Operations - Ass_3
Discontinued Operations - Assets Held for Sale (Details) $ in Millions | Dec. 31, 2023 USD ($) |
Discontinued Operations - Assets Held for Sale [Abstract] | |
Assets in disposal group | $ 11.8 |
Discontinued Operations - Ass_4
Discontinued Operations - Assets Held for Sale (Details) - Schedule of Balances and Results of the Polish and Netherlands Disposal Groups - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Poland [Member] | ||
Assets: | ||
Cash & cash equivalents | $ 630 | $ 431 |
Other current assets | 443 | 1,105 |
Property, plant, and equipment, net | 63,107 | 69,656 |
Operating leases, non-current - assets | 5,923 | 5,378 |
Total assets held for sale | 70,103 | 76,570 |
Liabilities: | ||
Accounts payable | 2,935 | 1,760 |
Operating leases, current – liabilities | 281 | 233 |
Other current liabilities | 1,549 | 1,157 |
Operating leases, non-current - liabilities | 5,798 | 4,995 |
Other non-current liabilities | 985 | 824 |
Total liabilities to be disposed of | 11,548 | 8,969 |
Net assets held for sale | 58,555 | 67,601 |
Netherlands [Member] | ||
Assets: | ||
Cash & cash equivalents | 155 | 13 |
Accounts receivable, net | 99 | 487 |
Other current assets | 58 | 82 |
Property, plant, and equipment, net | 7,845 | 7,984 |
Operating leases, non-current - assets | 1,469 | 1,438 |
Other non-current assets | 1,214 | 1,176 |
Total assets held for sale | 10,840 | 11,180 |
Liabilities: | ||
Accounts payable | 925 | 23 |
Operating leases, current – liabilities | 55 | 52 |
Other current liabilities | 430 | 235 |
Operating leases, non-current - liabilities | 1,301 | 1,312 |
Total liabilities to be disposed of | 2,711 | 1,622 |
Net assets held for sale | $ 8,129 | $ 9,558 |
Discontinued Operations - Ass_5
Discontinued Operations - Assets Held for Sale (Details) - Schedule of Recognized in Discontinued Operations in the Statement of Profit or Loss - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Poland [Member] | ||
Discontinued Operations in the Statement of Profit or Loss [Line Items] | ||
Revenues | $ 7,593 | $ 10,709 |
Operating Expenses | ||
Cost of revenues | (3,768) | (4,104) |
Depreciation, amortization, and accretion | (2,563) | (2,482) |
Loss on disposal of asset | (130) | |
Total operating expenses | (6,461) | (6,586) |
Income from discontinued operations | 1,132 | 4,123 |
Other income/(expense): | ||
Impairment loss recognized on the remeasurement to fair value less costs to sell | (11,766) | |
Interest expense | (5,650) | (3,893) |
Other expense | (157) | (30) |
Total other expenses | (17,573) | (3,923) |
Income/(Loss) before provision for income taxes | (16,441) | 200 |
Income taxes | (21) | |
Net income/(loss) from discontinued operations | (16,441) | 179 |
Impact of discontinued operations on EPS | ||
Net income/(loss) attributable to common stockholders, basic | (16,441) | 179 |
Net income/(loss) attributable to common stockholders, diluted | $ (16,441) | $ 179 |
Net income/(loss) per share attributable to common stockholders, basic (in Dollars per share) | $ (0.28) | $ 0 |
Net income/(loss) per share attributable to common stockholders, diluted (in Dollars per share) | $ 0 | $ 0 |
Weighted-average common stock outstanding, basic (in Shares) | 57,862,598 | 57,500,000 |
Weighted-average common stock outstanding, diluted (in Shares) | 57,862,598 | 57,500,000 |
Netherlands [Member] | ||
Discontinued Operations in the Statement of Profit or Loss [Line Items] | ||
Revenues | $ 2,840 | $ 1,596 |
Operating Expenses | ||
Cost of revenues | (450) | (368) |
Depreciation, amortization, and accretion | (400) | (500) |
Loss on disposal of asset | (7) | |
Total operating expenses | (857) | (868) |
Income from discontinued operations | 1,983 | 728 |
Other income/(expense): | ||
Interest expense | (1,131) | (787) |
Other expense | (62) | |
Total other expenses | (1,193) | (787) |
Income/(Loss) before provision for income taxes | 790 | (59) |
Income taxes | (161) | |
Net income/(loss) from discontinued operations | 629 | (59) |
Impact of discontinued operations on EPS | ||
Net income/(loss) attributable to common stockholders, basic | 629 | (59) |
Net income/(loss) attributable to common stockholders, diluted | $ 629 | $ (59) |
Net income/(loss) per share attributable to common stockholders, basic (in Dollars per share) | $ 0.01 | $ 0 |
Net income/(loss) per share attributable to common stockholders, diluted (in Dollars per share) | $ 0.01 | $ 0 |
Weighted-average common stock outstanding, basic (in Shares) | 57,862,598 | 57,500,000 |
Weighted-average common stock outstanding, diluted (in Shares) | 57,862,598 | 57,500,000 |
Italy Sale Disclosure (Details)
Italy Sale Disclosure (Details) $ in Millions | Dec. 28, 2023 USD ($) |
Italy Sale Disclosure [Line Items] | |
Cash consideration | $ 17.5 |
Disposal group loss | 5.5 |
Sale cost | $ 0.6 |
Italy Sale Disclosure (Detail_2
Italy Sale Disclosure (Details) - Schedule of Balances and Results of the Italian Disposal Group - Italy [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 28, 2023 | |
Italy Sale Disclosure (Details) - Schedule of Balances and Results of the Italian Disposal Group [Line Items] | |||
Cash & cash equivalents | $ 295,000 | $ 100,000 | |
Accounts receivable, net | 932,000 | ||
Other current assets | 1,030,000 | 338,000 | |
Property, plant, and equipment, net | 21,735,000 | ||
Operating leases, non-current - assets | 4,000 | ||
Other non-current assets | 800,000 | 3,819,000 | |
Total assets held for sale | 24,796,000 | 4,257,000 | |
Accounts payable | 109,000 | 21,000 | |
Other current liabilities | 1,080,000 | 578,000 | |
Other non-current liabilities | 216,000 | ||
Total liabilities to be disposed of | 1,405,000 | 599,000 | |
Net assets held for sale | 23,391,000 | $ 3,658,000 | |
Revenues | $ 3,360,000 | 3,354,000 | |
Operating Expenses | |||
Cost of revenues | (1,204,000) | (812,000) | |
Selling, general, and administrative | (69,000) | (77,000) | |
Depreciation, amortization, and accretion | (1,638,000) | (1,614,000) | |
Loss on disposal of asset | (5,501,000) | ||
Total operating expenses | (8,412,000) | (2,503,000) | |
Income/(Loss) from discontinued operations | (5,052,000) | 851,000 | |
Other income/(expense): | |||
Other expense | (15,000) | ||
Other income | 22,000 | ||
Total other expenses | (15,000) | 22,000 | |
Income/(Loss) before provision for income taxes | (5,067,000) | 873,000 | |
Income taxes | |||
Net income/(loss) from discontinued operations | $ (5,067,000) | $ 873,000 | |
Impact on EPS | |||
Net income/(loss) attributable to common stockholders, basic (in Dollars per share) | $ (5,067) | $ 873 | |
Net income/(loss) attributable to common stockholders, diluted (in Dollars per share) | $ (5,067) | $ 873 | |
Net income/(loss) per share attributable to common stockholders, basic | $ (90) | $ 20 | |
Net income/(loss) per share attributable to common stockholders, diluted | $ (90) | $ 20 | |
Weighted-average common stock outstanding, basic (in Shares) | 57,862,598 | 57,500,000 | |
Weighted-average common stock outstanding, diluted (in Shares) | 57,862,598 | 57,500,000 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - shares | Dec. 31, 2023 | Dec. 31, 2022 |
Shareholders’ Equity [Line Items] | ||
Common shares, shares authorized | 150,000,000 | 150,000,000 |
Common shares, shares issued | 71,905,363 | 57,500,000 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Warrant [Member] | ||
Shareholders’ Equity [Line Items] | ||
Warrants to purchase | 12,345,000 | 11,945,000 |
Issued additional warrants | 400,000 | |
Class A Common Stock [Member] | ||
Shareholders’ Equity [Line Items] | ||
Common shares, shares authorized | 100,000,000 | |
Class B Common Stock [Member] | ||
Shareholders’ Equity [Line Items] | ||
Common shares, shares authorized | 10,000,000 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - Schedule of Warrants to Purchase of Common Stock were Issued and Outstanding - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Shareholders' Equity (Details) - Schedule of Warrants to Purchase of Common Stock were Issued and Outstanding [Line Items] | ||
Warrants, Outstanding beginning | 11,945,000 | 11,945,000 |
Weighted Average Exercise Price, Outstanding beginning | $ 11.5 | $ 11.5 |
Weighted Average Remaining Contractual Term (Years), Outstanding beginning | 4 years 11 months 4 days | 5 years 11 months 23 days |
Warrants, Issued | 400,000 | |
Weighted Average Exercise Price, Issued | $ 0.35 | |
Weighted Average Remaining Contractual Term (Years), Issued | 1 month 28 days | |
Warrants, Expired | ||
Weighted Average Exercise Price, Expired | ||
Weighted Average Remaining Contractual Term (Years), Expired | ||
Warrants, Outstanding ending | 12,345,000 | 11,945,000 |
Weighted Average Exercise Price, Outstanding ending | $ 11.22 | $ 11.5 |
Weighted Average Remaining Contractual Term (Years), Outstanding ending | 4 years 11 months 4 days | 5 years 11 months 23 days |
Warrants, Exercisable | 12,345,000 | |
Weighted Average Exercise Price, Exercisable | $ 11.22 | |
Weighted Average Remaining Contractual Term (Years), Exercisable | 4 years 11 months 4 days |
Segment and Geographic Inform_3
Segment and Geographic Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
One Customer [Member] | Continuing Operations [Member] | ||
Segment and Geographic Information [Line Items] | ||
Revenue (in Dollars) | $ 11.4 | $ 9.7 |
Two Customers [Member] | Discontinued Operations [Member] | ||
Segment and Geographic Information [Line Items] | ||
Revenue (in Dollars) | $ 11.2 | $ 14.2 |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member] | ||
Segment and Geographic Information [Line Items] | ||
Operational revenues percentage | 35% | 29% |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Two Customers [Member] | Discontinued Operations [Member] | ||
Segment and Geographic Information [Line Items] | ||
Operational revenues percentage | 34% | 42% |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | One Customer [Member] | ||
Segment and Geographic Information [Line Items] | ||
Operational revenues percentage | 23% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | One Customer [Member] | Discontinued Operations [Member] | ||
Segment and Geographic Information [Line Items] | ||
Operational revenues percentage | 23% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Three Customers [Member] | Continuing Operations [Member] | ||
Segment and Geographic Information [Line Items] | ||
Operational revenues percentage | 61% |
Segment and Geographic Inform_4
Segment and Geographic Information (Details) - Schedule of Geographic Information Related to the Company’s Single Reportable Segment - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Geographic Information Related to the Company’s Single Reportable Segment [Line Items] | ||
Revenue by Segment | $ 20,084 | $ 17,089 |
Operating Loss by Segment | (69,464) | (18,448) |
Europe | ||
Assets by Segment | 185,286 | 178,315 |
Europe | ||
Liabilities by Segment | 248,540 | 180,897 |
Europe | ||
Geographic Information by Segment | 30,517 | 29,394 |
Europe | ||
Depreciation, amortization, and accretion | 3,657 | 3,677 |
Interest expense | 18,562 | 10,256 |
Income taxes | 2,488 | 2,015 |
Net Loss | (69,464) | (18,448) |
Revenue by Segment [Member] | ||
Schedule of Geographic Information Related to the Company’s Single Reportable Segment [Line Items] | ||
Revenue by Segment | 20,084 | 17,089 |
Operating Loss [Member] | ||
Schedule of Geographic Information Related to the Company’s Single Reportable Segment [Line Items] | ||
Operating Loss by Segment | (69,464) | (18,448) |
Europe | ||
Net Loss | (69,464) | (18,448) |
Geographic Information by Segment [Member] | ||
Europe | ||
Geographic Information by Segment | 30,517 | 29,394 |
EBITDA [Member] | ||
Europe | ||
EBITDA by Segment | 2,314 | 3,167 |
Revenue – Discontinued Operations [Member] | Geographic Information by Segment [Member] | ||
Europe | ||
Geographic Information by Segment | (10,433) | (12,305) |
Long-lived Assets [Member] | Geographic Information by Segment [Member] | ||
Europe | ||
Geographic Information by Segment | 185,286 | 178,315 |
Europe [Member] | ||
Schedule of Geographic Information Related to the Company’s Single Reportable Segment [Line Items] | ||
Operating Loss by Segment | (46,301) | (14,977) |
Europe | ||
EBITDA by Segment | 6,874 | 6,537 |
Europe | ||
Depreciation, amortization, and accretion | (6,563) | (6,617) |
Interest expense | (23,453) | (14,876) |
Income taxes | (161) | (21) |
Solis Bond Waiver | (11,766) | |
Impairment loss recognized on the remeasurement to fair value less costs to sell | (11,232) | |
Net Loss | (46,301) | (14,977) |
Europe [Member] | Revenue by Segment [Member] | ||
Schedule of Geographic Information Related to the Company’s Single Reportable Segment [Line Items] | ||
Revenue by Segment | 30,401 | 29,368 |
Europe [Member] | Operating Loss [Member] | ||
Schedule of Geographic Information Related to the Company’s Single Reportable Segment [Line Items] | ||
Operating Loss by Segment | (46,301) | (14,978) |
Europe | ||
Net Loss | (46,301) | (14,978) |
Europe [Member] | Assets by Segment [Member] | ||
Europe | ||
Assets by Segment | 162,328 | 173,080 |
Europe [Member] | Liabilities by Segment [Member] | ||
Europe | ||
Liabilities by Segment | 219,672 | 175,117 |
Europe [Member] | Discontinued Operations [Member] | Revenue by Segment [Member] | ||
Schedule of Geographic Information Related to the Company’s Single Reportable Segment [Line Items] | ||
Revenue by Segment | (10,433) | (12,305) |
Europe [Member] | Revenue [Member] | Geographic Information by Segment [Member] | ||
Europe | ||
Geographic Information by Segment | 30,401 | 29,368 |
Europe [Member] | Revenue – Discontinued Operations [Member] | Geographic Information by Segment [Member] | ||
Europe | ||
Geographic Information by Segment | (10,433) | (12,305) |
Europe [Member] | Debt [Member] | Liabilities by Segment [Member] | ||
Europe | ||
Liabilities by Segment | 180,294 | 155,896 |
Europe [Member] | Other Liabilities [Member] | Liabilities by Segment [Member] | ||
Europe | ||
Liabilities by Segment | 39,378 | 19,221 |
Europe [Member] | Fixed Assets [Member] | Assets by Segment [Member] | ||
Europe | ||
Assets by Segment | 125,600 | 141,862 |
Europe [Member] | Other Assets [Member] | Assets by Segment [Member] | ||
Europe | ||
Assets by Segment | 36,728 | 31,218 |
Europe [Member] | Long-lived Assets [Member] | Geographic Information by Segment [Member] | ||
Europe | ||
Geographic Information by Segment | 162,328 | 173,080 |
US [Member] | ||
Schedule of Geographic Information Related to the Company’s Single Reportable Segment [Line Items] | ||
Revenue by Segment | 116 | 25 |
Operating Loss by Segment | (23,163) | (3,471) |
Europe | ||
EBITDA by Segment | (4,560) | (3,370) |
Europe | ||
Depreciation, amortization, and accretion | (57) | (42) |
Interest expense | (1,889) | (59) |
Income taxes | (15) | |
Net Loss | (23,163) | (3,471) |
US | ||
Valuation on FPA Asset | (16,642) | |
US [Member] | Revenue by Segment [Member] | ||
Schedule of Geographic Information Related to the Company’s Single Reportable Segment [Line Items] | ||
Revenue by Segment | 116 | 26 |
US [Member] | Operating Loss [Member] | ||
Schedule of Geographic Information Related to the Company’s Single Reportable Segment [Line Items] | ||
Operating Loss by Segment | (23,163) | (3,470) |
Europe | ||
Net Loss | (23,163) | (3,470) |
US [Member] | Assets by Segment [Member] | ||
Europe | ||
Assets by Segment | 22,958 | 5,235 |
US [Member] | Liabilities by Segment [Member] | ||
Europe | ||
Liabilities by Segment | 28,868 | 5,780 |
US [Member] | Revenue [Member] | Geographic Information by Segment [Member] | ||
Europe | ||
Geographic Information by Segment | 116 | 26 |
US [Member] | Debt [Member] | Liabilities by Segment [Member] | ||
Europe | ||
Liabilities by Segment | 17,247 | 2,793 |
US [Member] | Other Liabilities [Member] | Liabilities by Segment [Member] | ||
Europe | ||
Liabilities by Segment | 11,621 | 2,987 |
US [Member] | Fixed Assets [Member] | Assets by Segment [Member] | ||
Europe | ||
Assets by Segment | 5,119 | 599 |
US [Member] | Other Assets [Member] | Assets by Segment [Member] | ||
Europe | ||
Assets by Segment | 17,839 | 4,636 |
US [Member] | Long-lived Assets [Member] | Revenue [Member] | Geographic Information by Segment [Member] | ||
Europe | ||
Geographic Information by Segment | 22,958 | 5,235 |
Country Renewable Programs [Member] | Revenue by Product Type [Member] | ||
Schedule of Geographic Information Related to the Company’s Single Reportable Segment [Line Items] | ||
Revenue by Segment | 8,356 | 9,854 |
Country Renewable Programs [Member] | Europe [Member] | ||
Schedule of Geographic Information Related to the Company’s Single Reportable Segment [Line Items] | ||
Revenue by Segment | 8,356 | 9,854 |
Country Renewable Programs [Member] | US [Member] | Revenue by Product Type [Member] | ||
Schedule of Geographic Information Related to the Company’s Single Reportable Segment [Line Items] | ||
Revenue by Segment | ||
Green Certificates [Member] | Revenue by Product Type [Member] | ||
Schedule of Geographic Information Related to the Company’s Single Reportable Segment [Line Items] | ||
Revenue by Segment | 10,677 | 9,452 |
Green Certificates [Member] | Europe [Member] | Revenue by Product Type [Member] | ||
Schedule of Geographic Information Related to the Company’s Single Reportable Segment [Line Items] | ||
Revenue by Segment | 10,677 | 9,452 |
Green Certificates [Member] | US [Member] | Revenue by Product Type [Member] | ||
Schedule of Geographic Information Related to the Company’s Single Reportable Segment [Line Items] | ||
Revenue by Segment | ||
Energy Offtake Agreements [Member] | Revenue by Product Type [Member] | ||
Schedule of Geographic Information Related to the Company’s Single Reportable Segment [Line Items] | ||
Revenue by Segment | 11,484 | 10,088 |
Energy Offtake Agreements [Member] | Europe [Member] | Revenue by Product Type [Member] | ||
Schedule of Geographic Information Related to the Company’s Single Reportable Segment [Line Items] | ||
Revenue by Segment | 11,368 | 10,062 |
Energy Offtake Agreements [Member] | US [Member] | Revenue by Product Type [Member] | ||
Schedule of Geographic Information Related to the Company’s Single Reportable Segment [Line Items] | ||
Revenue by Segment | $ 116 | $ 26 |
Income Tax Provision (Details)
Income Tax Provision (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Income Tax Provision [Line Items] | |
Valuation allowance increased | $ 2,500 |
Foreign net operating loss carryovers | 3,900 |
Net operating loss carryover subject to expire | 42 |
Ireland [Member] | |
Income Tax Provision [Line Items] | |
Foreign net operating loss carryovers | 2,400 |
Luxembourg [Member] | |
Income Tax Provision [Line Items] | |
Foreign net operating loss carryovers | $ 51 |
Income Tax Provision (Details)
Income Tax Provision (Details) - Schedule of Relationship Between Tax expense and Accounting Profit - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Relationship Between Tax expense and Accounting Profit [Abstract] | ||
Income before taxes | $ (53,637) | $ (18,569) |
Tax at the applicable rate of 21% | (11,263) | (3,899) |
State income taxes, net of federal benefit | ||
Permanent items | 5,852 | 1,439 |
Tax effect of differences in foreign tax rates | 2,622 | 2,046 |
Other | 302 | (140) |
Change in valuation allowance | 2,502 | 554 |
Actual income tax expense (benefit) | $ 15 |
Income Tax Provision (Details_2
Income Tax Provision (Details) - Schedule of Significant Portions of the Net Deferred Tax Assets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Significant Portions of the Net Deferred Tax Assets [Abstract] | ||
Net operating losses | $ 1,329 | $ 1,249 |
Interest expense carryforward | 4,343 | 1,948 |
Lease liabilities | 312 | 207 |
Total deferred tax assets | 5,984 | 3,404 |
Deferred tax asset valuation allowance | (5,693) | (3,203) |
Net deferred tax assets | 291 | 201 |
Depreciation | (1) | |
Right-of-use asset | (291) | (200) |
Total deferred tax liabilities | (291) | (201) |
Net deferred taxes |
Related Party (Details)
Related Party (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Jun. 22, 2024 | Dec. 18, 2023 | Aug. 08, 2023 | Sep. 26, 2022 | May 15, 2021 | Jul. 31, 2023 | Dec. 31, 2023 | Dec. 22, 2023 | |
Related Party [Line Items] | ||||||||
Percentage of shareholder | 5% | 80% | ||||||
Sponsor loan | $ 350,000 | |||||||
Exchange for shares of the company’s common stock (in Shares) | 225,000 | |||||||
Monthly fee | $ 16,000 | $ 11,000 | ||||||
Common Stock [Member] | ||||||||
Related Party [Line Items] | ||||||||
Shares of common stock (in Shares) | 277,778 | 2,796,554 | ||||||
Unsecured Promissory Note [Member] | ||||||||
Related Party [Line Items] | ||||||||
Promissory note issued | $ 850,000 | |||||||
Promissory Note [Member] | ||||||||
Related Party [Line Items] | ||||||||
Promissory note issued | $ 650,000 | |||||||
Forecast [Member] | ||||||||
Related Party [Line Items] | ||||||||
Shares other than restricted from selling (in Shares) | 1,437,500 | |||||||
Alternus Energy Group Plc [Member] | ||||||||
Related Party [Line Items] | ||||||||
Percentage of shareholder | 80% | |||||||
Alternus Energy Group Plc [Member] | Forecast [Member] | ||||||||
Related Party [Line Items] | ||||||||
Shares other than restricted from selling (in Shares) | 1,437,500 | |||||||
Sponsor [Member] | ||||||||
Related Party [Line Items] | ||||||||
Percentage of shareholder | 11% |
Related Party (Details) - Sched
Related Party (Details) - Schedule of Transaction with Directors - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Transaction with Directors [Abstract] | ||
Loan from Vestco, a related party to Board member and CEO Vincent Browne | $ 210 | |
Final payment made to Vestco on November 16, 2023 | (210) | |
Total |
Related Party (Details) - Sch_2
Related Party (Details) - Schedule of Director's Renumeration - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Director's Renumeration [Line Items] | ||
Total | $ 606 | $ 315 |
Remuneration in respect of services as directors [Member] | ||
Schedule of Director's Renumeration [Line Items] | ||
Total | 606 | 315 |
Remuneration in respect to long term incentive schemes [Member] | ||
Schedule of Director's Renumeration [Line Items] | ||
Total |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] $ / shares in Units, € in Millions | Mar. 19, 2024 USD ($) $ / shares shares | Feb. 26, 2024 USD ($) | Feb. 26, 2024 EUR (€) | Feb. 05, 2024 USD ($) $ / shares shares | Jan. 31, 2024 USD ($) | Jan. 31, 2024 EUR (€) | Jan. 19, 2024 USD ($) | Jan. 19, 2024 EUR (€) | Jan. 16, 2024 USD ($) | Jan. 16, 2024 EUR (€) | Jan. 11, 2024 $ / shares shares | Jan. 03, 2024 USD ($) shares | Mar. 20, 2024 $ / shares | Feb. 20, 2024 $ / shares shares | Jan. 23, 2024 $ / shares shares |
Subsequent Events [Line Items] | |||||||||||||||
Convertible note holder converted all of the principal | $ 1,000,000 | ||||||||||||||
Amount received on sale | $ 7,000,000 | € 6.5 | |||||||||||||
Warrants exercisable (in Dollars per share) | $ / shares | $ 0.01 | ||||||||||||||
Fair value | $ 86,000 | ||||||||||||||
Repayment of sponsor's debt | $ 1,400,000 | ||||||||||||||
Call Option [Member] | |||||||||||||||
Subsequent Events [Line Items] | |||||||||||||||
Exercise call options | $ 6,200,000 | € 5.7 | $ 69,500,000 | € 59.1 | |||||||||||
Common Stock [Member] | |||||||||||||||
Subsequent Events [Line Items] | |||||||||||||||
Share price (in Dollars per share) | $ / shares | $ 1 | ||||||||||||||
Maximum [Member] | |||||||||||||||
Subsequent Events [Line Items] | |||||||||||||||
Decrease of AEG’s ownership percentage | 80% | ||||||||||||||
Minimum [Member] | |||||||||||||||
Subsequent Events [Line Items] | |||||||||||||||
Decrease of AEG’s ownership percentage | 72% | ||||||||||||||
Poland [Member] | |||||||||||||||
Subsequent Events [Line Items] | |||||||||||||||
Amount received on sale | $ 59,100,000 | € 54.4 | |||||||||||||
Promissory Note [Member] | |||||||||||||||
Subsequent Events [Line Items] | |||||||||||||||
Maturity date | Feb. 28, 2025 | ||||||||||||||
Promissory Note [Member] | Maximum [Member] | |||||||||||||||
Subsequent Events [Line Items] | |||||||||||||||
Outstanding amount owed | $ 3.55 | ||||||||||||||
Promissory Note [Member] | Minimum [Member] | |||||||||||||||
Subsequent Events [Line Items] | |||||||||||||||
Outstanding amount owed | $ 3.2 | ||||||||||||||
Restricted Common Stock [Member] | |||||||||||||||
Subsequent Events [Line Items] | |||||||||||||||
Shares of restricted common stock (in Shares) | shares | 1,320,000 | ||||||||||||||
Shares issued (in Shares) | shares | 225,000 | 7,765,000 | 100,000 | 81,301 | |||||||||||
Price per share (in Dollars per share) | $ / shares | $ 0.47 | $ 1.23 | $ 0.35 | $ 1.01 | |||||||||||
Warrants to purchase shares (in Shares) | shares | 90,000 |