November 25, 2019
Vincent Browne
Chief Executive Officer
Alternus Energy Inc.
One World Trade Center, Suite 8500
New York, New York 10007
Re: Alternus Energy Inc.
Amendment No 1. to Registration Statement on Form 10-12G
Filed November 6, 2019
Form 10-Q for the Quarterly Period Ended September 30, 2019
Filed November 15, 2019
File No. 000-56085
Dear Mr. Browne:
We have reviewed your filings and have the following comments. In some
of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.
After reviewing your response and any amendment you may file in response
to these
comments, we may have additional comments. Unless we note otherwise, our
references to prior
comments are to comments in our September 9, 2019 letter.
Amendment No. 1 to Registration Statement on Form 10-12G filed November 6, 2019
Item 1. Business
Compliance with the JOBS Act, page 16
1. We have reviewed your response to comment 9. As previously requested,
please disclose
that your financial statements may not be comparable to companies that
comply with
public company effective dates due to your election to take advantage of
the extended
transition period for complying with new or revised accounting standards
under the JOBS
Act.
Vincent Browne
FirstName LastNameVincent Browne
Alternus Energy Inc.
Comapany 25, 2019
November NameAlternus Energy Inc.
Page 2
November 25, 2019 Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 33
2. We have reviewed your response and revisions made in response to
comment 11, and the
$3.25 million proforma EBITDA amount presented appears to be a forward
looking non-
GAAP amount rather than a proforma amount. Please revise your
disclosure so that you
do not refer to the EBITDA measure as a pro forma measure.
Additionally, please revise
your disclosure to state, if true, that you estimated your future
annual cost of sales and
selling, general and administrative expenses to calculate this annual
EBITDA measure,
and disclose the significant assumptions you made in estimating these
expenses. Finally,
please provide a reconciliation as required by Item 10(e)(1)(i)(B) of
Regulation S-K, or if
a reconciliation cannot be provided without unreasonable effort,
please disclose this fact.
3. We note your response to comment 13, including that you have added
appropriate
disclosure to page 33 with respect to the BayWa r.e. and AlsoEnergy
agreements.
However, we were unable to find the amended disclosure. Please amend
your filing to
include the substance of your response to comment 13, including that
"[y]our agreement
with BayWa r.e. has an initial term of 3 years which automatically
renews for additional
consecutive two year terms. Under this agreement, BayWa provides [you]
with 24/7
operation and maintenance services at a volume discount based on the
MWs owned.
AlsoEnergy provides [you] with a software license that allows [you] to
use their
monitoring software to monitor [y]our solar parks' energy production;
this license is
perpetual as long as the license fees are paid."
Consolidated Results of Operations, page 37
4. Please include a discussion of your results of operations for each
period of financial
statements included in your filing. Specifically, please add a
discussion for the year ended
December 31, 2018 as compared to the year ended December 31, 2017.
Refer to Item
303(a) of Regulation S-K.
Major Components of Our Results of Operations
For the three months ended June 30, 2019 compared to June 30, 2018 and the six
months ended
June 30, 2019 compared to June 30, 2018
Gross Profit, page 38
5. We have reviewed your response to comment 17 and the revisions made to
address our
comment. Please revise your disclosure to better explain why the EPC
is still responsible
for operating costs incurred in 2019 for your German Plant given that
this plant
commenced operations and generated revenue for you in 2019. Also
disclose how long in
the future the EPC will continue to pay the operating costs for this
plant, if known.
Vincent Browne
FirstName LastNameVincent Browne
Alternus Energy Inc.
Comapany 25, 2019
November NameAlternus Energy Inc.
Page 3
November 25, 2019 Page 3
FirstName LastName
Convertible Promissory Notes, page 42
6. We note your disclosure that the convertible loan note is currently in
default. Please
amend your disclosure to discuss the steps, if any, you have taken or
plan to take to cure
this default. Please also provide risk factor disclosure discussing
the risks to your
business associated with your default on this loan note.
Form 10-Q for the Quarterly Period Ended September 30, 2019 filed November 15,
2019
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures, page 34
7. You state that your disclosure controls and procedures were not
effective as of June 30,
2019 rather than September 30, 2019. If true, please confirm to us you
performed an
evaluation and concluded your disclosure controls and procedures were
not effective as of
September 30, 2019. Also, please ensure you use the appropriate dates
in future filings.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Yong Kim at (202) 551-3323 or Jennifer Thompson at
(202) 551-
3737 if you have questions regarding comments on the financial statements and
related
matters. Please contact Katherine Bagley at (202) 551-2545 or Lilyanna Peyser
at (202) 551-
3222 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Trade
& Services
cc: Peter DiChiara