20-F 1 vpip20180331_20f.htm FORM 20-F vpip20180331_20f.htm
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 20-F

 

 

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the fiscal year ended March 31, 2018

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

OR

 

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . .

 

For the transition period from _______ to _________

 

Commission file number 1-37974

 

VIVOPOWER INTERNATIONAL PLC

(Exact name of Registrant as specified in its charter)

 

 

England and Wales

(Jurisdiction of incorporation or organization)

 

91 Wimpole Street, Marylebone,

London W1G 0EF

United Kingdom

(Address of principal executive offices)

 

Carl Weatherley-White, Chief Executive Officer

Tel: +1 (718) 230-4580, x2406

carl.weatherley-white@vivopower.com

140 Broadway, 28th Floor, New York, NY 10005

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

 

Securities registered or to be registered pursuant to Section 12(b) of the Act: 

 

 

 

Title of each class

 

Name of each exchange on which registered

Ordinary Shares, nominal value $0.012 per share

 

The Nasdaq Capital Market

 

 

Securities registered or to be registered pursuant to Section 12(g) of the Act:

 

None


(Title of Class)

 

 

 

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

 

None


(Title of Class)

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

 

Ordinary shares, nominal value $0.012 per share

13,557,356

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☐    No  ☒

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    Yes   ☐     No   ☒

 

Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   ☒     No   ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   ☒     No   ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer  ☐ Accelerated filer  ☐ Non-accelerated filer  ☒ Emerging growth company  ☒

                                   

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

 

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

U.S. GAAP ☐ 

    

International Financial Reporting Standards as issued

by the International Accounting Standards Board  ☒

  

Other   

 

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.    

Item 17   ☐     Item 18   ☐

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

 

 

 
 

 

 

TABLE OF CONTENTS 

 

Introduction

1

Forward Looking Statements

1

PART I

2

Item 1. Identity of Directors, Senior Management and Advisors

2

Item 2. Offer Statistics and Expected Timetable

2

Item 3. Key Information

2

A.     Selected Financial Data

2

B.     Capitalization and Indebtedness

3

C.     Reasons for the Offer and Use of Proceeds

3

D.     Risk Factors

3

Item 4. Information on the Company

19

A.     History and Development of the Company

19

B.     Business Overview

20

C.     Organizational Structure

31

D.     Property, Plant and Equipment

32

Item 4A. Unresolved Staff Comments

32

Item 5. Operating and Financial Review and Prospects

33

A.     Operating Results

33

B.     Liquidity and Capital Resources

43

C.     Research and Development, Patents, Licenses, etc.

46

D.     Trend Information

46

E.     Off-Balance Sheet Arrangements

46

F.     Contractual Obligations and Commitments

47

Item 6. Directors, Senior Management and Employees

47

A.     Directors and Senior Management

47

B.     Compensation

50

C.     Board Practices

51

D.     Employees

53

E.     Share Ownership

54

Item 7. Major Shareholders and Related Party Transactions

55

A.     Major Shareholders

55

B.     Related Party Transactions

55

C.     Interests of Experts and Counsel

57

Item 8. Financial Information

57

A.     Consolidated Statements and Other Financial Information

57

B.     Significant Changes

58

Item 9. The Offer and Listing

58

A.     Offering and Listing Details

58

B.     Plan of Distribution

59

C.     Markets

59

D.     Selling Shareholders

59

E.     Dilution

59

F.      Expenses of the Issue

59

 Item 10. Additional Information

59

A.     Share Capital

59

B.     Memorandum and Articles of Association

59

C.     Material Contracts

59

D.     Exchange Controls

60

E.     Taxation

60

F.      Dividends and Paying Agents

66

G.     Statements by Experts

66

H.     Documents on Display

67

I.       Subsidiary Information

67

Item 11. Quantitative and Qualitative Disclosures about Market Risk

67

 

 

 

 

Item 12. Description of Securities Other than Equity Securities

68

A.     Debt Securities

68

B.     Warrants and Rights

68

C.     Other Securities

68

D.     American Depositary Shares

68

PART II

69

Item 13. Defaults, Dividend Arrearages and Delinquencies

69

Item 14. Material Modifications to the Rights of Securityholders and Use of Proceeds

69

Item 15. Controls and Procedures

69

Item 16. [Reserved]

69

Item 16A. Audit Committee Financial Expert

70

Item 16B. Code of Ethics

70

Item 16C. Principal Accountant Fees and Services

70

Item 16D. Exemption from the Listing Standards for Audit Committees

71

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

71

Item 16F. Change in Registrant’s Certifying Accountant

71

Item 16G. Corporate Governance

71

Item 16H. Mine Safety Disclosure

71

PART III

71

Item 17. Financial Statements

71

Item 18. Financial Statements

71

Item 19. Exhibits

72

Index to Consolidated Financial Statements

F-1

 

 

 

 

 

Introduction

 

 References in this Annual Report on Form 20-F (the “Annual Report”) to “VivoPower International PLC”, “VivoPower”, “we”, “our”, “us” and the “Company” refer to VivoPower International PLC and its consolidated subsidiaries. Our consolidated financial statements are prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board (“IFRS”), and are expressed in U.S. dollars. References to “dollars” or “$” are to U.S. dollars. Our fiscal year ends on March 31 of each calendar year. References to any specific fiscal year refer to the year ended March 31 of the calendar year specified. For example, we refer to the fiscal year ended March 31, 2018, as “fiscal 2018” or “FY 2018.”

 

Certain amounts and percentages that appear in this Annual Report have been subject to rounding adjustments. As a result, certain numerical figures shown as totals, including in tables, may not be exact arithmetic aggregations of the figures that precede or follow them.

 

Forward-Looking Statements

 

This Annual Report contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements contained in this Annual Report include, but are not limited to, statements about:

 

 

our expectations regarding our revenue, expenses and other results of operations;

 

our plans to acquire, invest in, develop or sell our investments in energy projects or joint ventures;

 

our ability to attract and retain customers;

 

the growth rates of the markets in which we compete;

 

our liquidity and working capital requirements;

 

our ability to raise sufficient capital to realize development opportunities and thereby generate revenue;

 

our anticipated strategies for growth;

 

our ability to anticipate market needs and develop new and enhanced solutions to meet those needs;

 

anticipated trends and challenges in our business and in the markets in which we operate;

 

our expectations regarding demand for solar power by energy users or investor in projects;

 

our expectations regarding changes in the cost of developing and constructing solar projects;

 

our ability to compete in our industry and innovation by our competitors; and,

 

our ability to adequately protect our intellectual property; and

 

our plans to pursue strategic acquisitions.

 

We caution you that the foregoing list may not contain all the forward-looking statements made in this Annual Report.

 

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Annual Report primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, operating results and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the “Item 3. Key Information - D. Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Annual Report. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

 

The forward-looking statements made in this Annual Report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Annual Report to reflect events or circumstances after the date of this Annual Report or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.

 

1

 

 

PART I

 

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

 

Not applicable.

 

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

 

Not applicable.

 

ITEM 3. KEY INFORMATION

 

 A. Selected Financial Data

 

Our historical consolidated financial statements are prepared in accordance with IFRS and are presented in U.S. dollars. The selected historical consolidated financial information set forth below has been derived from, and is qualified in its entirety by reference to, our historical consolidated financial statements for the years presented. Historical information as of and for the years ended March 31, 2018, 2017 and 2016, is derived from, and is qualified in its entirety by reference to, our consolidated financial statements. The financial statements for 2018 and 2017 have been audited by PKF Littlejohn LLP, our independent registered public accounting firm. The financial statements for 2016 were audited by Marcum LLP. You should read the information presented below in conjunction with those audited consolidated financial statements, the notes thereto and the discussion under “Item 5. Operating and Financial Review and Prospects” included elsewhere in this Annual Report.

 

Consolidated Statement of Comprehensive Income

 

           

For the Year Ended March 31,

 

(US dollars in thousands, except per share amounts)

 

Note

   

2018

   

2017

   

2016

 
                           

(2 months)

 

Revenue

    4     $ 33,647     $ 32,250     $ -  

Cost of sales

            (28,524

)

    (4,977

)

    -  

Gross profit

            5,123       27,273       -  

General and administrative expenses

            (12,814

)

    (9,316

)

    (279

)

Gain on sale of assets

    5       1,356       -       -  

Depreciation of property, plant and equipment

    12       (420

)

    (103

)

    -  

Amortization of intangible assets

    13       (840

)

    (548

)

    -  

Operating (loss)/profit

    6       (7,595

)

    17,306       (279

)

Restructuring costs

    7       (1,873

)

    -       -  

Impairment of assets

    8       (10,191

)

    -       -  

Impairment of goodwill

    13       (11,092

)

    -       -  

Transaction costs

    3       -       (5,800

)

    -  

Finance income

    10       9       13       -  

Finance expense

    10       (3,395

)

    (600

)

    (2

)

(Loss)/profit before income tax

            (34,137

)

    10,919       (281

)

Income tax expenses

    11       6,258       (5,338

)

    -  

(Loss)/profit for the year

            (27,879

)

    5,581       (281

)

Other comprehensive income

                               

Currency translation differences recognized directly in equity

            222       599       -  

Total comprehensive (loss)/income

          $ (27,657

)

  $ 6,180     $ (281

)

Earnings per share (1)

                               

Basic

    24     $ (2.06

)

  $ 0.73     $ (0.05 )

Diluted

    24     $ (2.06

)

  $ 0.73     $ (0.05 )

Weighted average number of shares used in computing (loss)/earnings per share

            13,557,356       7,624,423       5,514,375  

 

 

(1)

Basic and diluted earnings per share applicable to ordinary shareholders is computed based on the weighted net-average number of ordinary shares outstanding during each period. For additional information, see Note 2 to the consolidated financial statements starting on page F-1.

 

2

 

 

Consolidated Statement of Financial Position Data 

   

Year Ended March 31,

 

(US dollars in thousands)

 

2018

   

2017

   

2016

 

Cash and cash equivalents

  $ 1,939     $ 10,970     $ 28  

Current assets

    21,278       30,814       28  

Current liabilities

    (20,610

)

    (12,197

)

    (8,187

)

Current ratio

    1.03       2.53       -0.003  

Property and equipment, net

    1,915       2,163       3  

Total assets

    76,312       100,836       7,906  

Debt, current and long-term

    22,340       20,255       8,001  

Total shareholders’ equity/(deficit)

  $ 37,003     $ 64,606     $ (281

)

 

Exchange Rates

 

The financial statements of our subsidiaries are recorded in the native currency of their respective home country, then adjusted to U.S. dollars for consolidated reporting. The tables below provide information with respect to the exchange rate to U.S. dollars used in operations. The average exchange rate is computed using the relevant exchange rate on the last business day of each month during the period indicated. The exchange rate on the last practicable date, July 13, 2018, was 1.32 USD:GBP and 0.74 USD:AUD.

 

   

Average

 

Year Ended March 31,

 

USD:GBP

   

USD:AUD

 

2016 (2 months)

    1.42       0.74  

2017

    1.30       0.75  

2018

    1.34       0.77  

 

   

USD:GBP

   

USD:AUD

 

Month

 

High

   

Low

   

High

   

Low

 

January 2018

    1.42       1.35       0.81       0.78  

February 2018

    1.43       1.38       0.80       0.78  

March 2018

    1.42       1.38       0.79       0.77  

April 2018

    1.43       1.38       0.78       0.75  

May 2018

    1.36       1.32       0.76       0.74  

June 2018

    1.35       1.31       0.77       0.73  

 

B. Capitalization and Indebtedness

 

Not applicable.

 

C. Reasons for the Offer and Use of Proceeds

 

Not applicable.

 

D. Risk Factors

 

An investment in our shares involves a high degree of risk and our business faces significant risk and uncertainty. You should carefully consider the following information, together with the other information in this Annual Report and in other documents we file with or furnish to the Securities and Exchange Commission (the “SEC”), before deciding to invest in or maintain an investment in any of our securities. Our business, as well as our financial condition or results of operations could be materially and adversely affected by any of these risks, as well as other risks and uncertainties not currently known to us or not currently considered material. The market price of our shares could decline as a result of any of these risks or uncertainties, and you could lose all or part of your investment.

 

3

 

 

Risks Related to Our Business and Operations

 

Our results of operations are subject to significant variability and are inherently unpredictable.

 

Because we do not know the pace at which our revenue will grow, or if it will grow, and because our expenses may grow, we may not be profitable from period to period. Our revenue and operating results are difficult to predict and may vary significantly from period to period. A key reason for these significant fluctuations in our results of operations is that a substantial portion of our revenues is derived from the development of a few relatively large utility-scale solar energy projects. The number and type of these projects may, therefore, cause substantial variations in our operating results since at any given time one or two projects may account for a large portion of our revenue in a given period. If such projects are delayed or become subject to higher than predicted expenses, there may be significant negative impacts on our profitability or other results. Any decrease in revenue from, or increase in our expenses associated with, our utility-scale solar power plant projects could have a significant negative impact on our business. In addition, demand from prospective offtakers of power from solar power plants may fluctuate based on the perceived cost-effectiveness of the electricity generated by our solar power systems as compared to conventional energy sources, such as natural gas and coal (which fuel sources are subject to significant price fluctuations from time to time), and other non-solar renewable energy sources, such as wind.

 

If we continue to experience losses, and we are not able to raise additional financing on sufficiently attractive terms or generate cash through sales of projects or other assets, we may not have sufficient liquidity to sustain our operations and to continue as a going concern.

 

We experienced a loss in the year ended March 31, 2018, of $27.9 million, including an operating loss of $7.6 million. If we are unable to generate sufficient revenue from solar energy projects or other segments of our business, or if we are unable to reduce our expenses sufficiently, we may continue to experience substantial losses. If losses continue, and we are unable to raise additional financing on sufficiently attractive terms or generate cash through sales of material assets or other means, then we may not have sufficient liquidity to sustain our operations and may not be able to continue as a going concern. The accompanying consolidated financial statements are prepared on a going concern basis and do not include any adjustments that result from uncertainty about our ability to continue as a going concern.

 

We expect to require some combination of additional financing, mergers and acquisitions of projects and / or investments to execute our strategic development plans and to operate and grow our business.

 

Our business is capital intensive and our initiatives involve substantial and ongoing deployments of capital for the development, construction and operation of our projects. For fiscal year 2018, we had $18.9 million of capital expenditures. In addition, we are subject to substantial and ongoing administrative and related expenses required to operate and grow a public company. Together these items impose substantial requirements on our cash flow. As of March 31, 2018, our cash and cash equivalents was $1.9 million. As a result, we expect to require some combination of additional financing, selling assets, mergers and acquisitions of projects, investments or other vehicles in order to carry out our strategic development plans and meet the operating cash flow requirements necessary to realize the benefits of our joint venture with ISS (the “ISS Joint Venture”) and to operate and grow our business. We may not be able to obtain the requisite funding in order to execute our strategic development plans or to meet our cash flow needs. Our inability to obtain funding or engage in strategic transactions could have a material adverse effect on our business, our strategic development plan for future growth, our financial condition and our results of operations.

 

We may not be able to generate sufficient cash flow to service all our indebtedness and our other ongoing liquidity needs, and we may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

 

As of March 31, 2018, we had an aggregate of $22.3 million in debt obligations. Our ability to make scheduled payments on or to refinance our debt obligations and to fund our planned capital expenditures, acquisitions and other ongoing liquidity needs depends on our financial condition and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. There can be no assurance that we will maintain a level of cash flow from operating activities or that future borrowings will be available to us in an amount or on terms sufficient to permit us to pay the principal and interest on our indebtedness. If our cash flow and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, sell material assets, or to seek additional capital or restructure or refinance our indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. We could also face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations or risk not being able to continue as a going concern.

 

Despite our current level of indebtedness, we may still be able to incur more debt. This could further exacerbate the risks to our financial condition described above.

 

We may be able to incur additional indebtedness in the future. If new indebtedness is added to our current debt levels, the related risks that we now face could intensify.

 

4

 

 

We may be unable to obtain favorable financing from our vendors and suppliers, which could have a material adverse effect on our business, financial condition or results of operations.

 

In addition to obtaining financing from certain financial parties, we have also historically utilized financing from our vendors and suppliers through customary trade payables or account payables. At times, we have also increased the number of days’ payables outstanding. There can be no assurance that our vendors and suppliers will continue to allow us to maintain existing or planned payables balances, and if we were forced to reduce our payables balances below our planned level, without obtaining alternative financing, our inability to fund our operations would materially adversely affect our business, financial condition and results of operations.

 

If we are unable to enter into new financing agreements when needed, or upon desirable terms, for the construction and installation of our solar energy systems, or if any of our current financing partners discontinue or materially change the financing terms for our systems, we may be unable to finance our projects or our borrowing costs could increase, which would have a material adverse effect on our business, financial condition and results of operations.

 

We may require working capital and credit facilities to fund the up-front costs associated with the design, construction and installation of our solar energy systems and the purchase of component parts, such as solar modules and inverters, for our systems. In addition, we may seek to secure long-term financing upon completion of such systems for those that we retain and use the proceeds to refinance the debt incurred for the design, construction and installation of the solar energy systems, as well as to generate profits and cash flows for our business. Without access to sufficient and appropriate financing, or if such financing is not available at desirable rates or on terms we deem appropriate, we would be unable to grow our business by increasing the number of solar energy systems that we may invest in at any given time. Our ability to obtain additional financing in the future depends on banks’ and other financing sources’ continued confidence in our business model and the renewable energy industry as a whole. Solar energy has yet to reach widespread market penetration and is dependent on continued support in the form of performance-based incentives, rebates, tax credits, feed-in-tariffs and other incentives from federal, state and foreign governments. If this support were to dissipate, our ability to obtain external financing on acceptable terms, or at all, could be materially adversely affected. While we have solar project financing available to us through existing relationships and facilities, our current cash and financing sources may be inadequate to support the anticipated growth in our business plans. In addition, we do not currently have dedicated financing in some of our emerging and international markets, and obtaining such financing may present challenges. Failure to obtain necessary financing to fund our operations would materially adversely affect our business, financial condition and results of operations. To date, we have obtained financing for our business from a limited number of financial parties. If any of these financial parties decided not to continue financing our solar energy systems or materially change the terms under which they are willing to provide financing, we could be required to identify new financial parties and negotiate new financing documentation. The process of identifying new financing partners and agreeing on all relevant business and legal terms could be lengthy and could require us to reduce the rate of growth of our business until such new financing arrangements were in place. In addition, there can be no assurance that the terms of the financing provided by a new financial party would compare favorably with the terms available from our current financing partners. Our inability to secure financing could lead to cancelled projects, or reduced deal flow, or we could be forced to finance the construction and installation of solar energy systems ourselves. In any such case, our borrowing costs could increase, which could have a material adverse effect on our business, financial condition and results of operations.

 

A deterioration or other negative change in economic or financial conditions could have a material adverse effect on our business or operating results.

 

Our business depends on the availability of third party financing on attractive terms. If a deterioration, volatility or other negative changes occurred in economic or financial conditions, our access to such financing, or the terms on which we are able to access such financing, could be significantly and negatively affected. Financial markets are subject to periods of substantial volatility and such volatility is difficult or impossible to predict in advance. Debt markets may become tighter and providers of financing may require more restrictive terms, higher lending rates, or both, or may elect not to provide financing at all. In addition, more restrictive markets for financing may result in increased competition for fewer resources on the part of other developers of energy projects or other borrowers. Increases in volatility, increasing restrictions in credit terms, increases in interest rates, increases in yield expectations for solar projects, or worsening conditions in financial markets generally could delay or prevent the successful development of projects in our portfolio and thereby have a material adverse effect on our business or operating results.

 

5

 

 

The market value of our investments may decrease, which may cause us to take accounting charges or to incur losses if we decide to sell them following a decline in their values.

 

The fair market value of investments we have made in solar projects and/or portfolios of solar projects may decline. For example, for the year ended March 31, 2018, we recorded an impairment of $10.2 million with respect to our NC-31 and NC-47 projects in North Carolina in connection with a sale, as discussed further in “Item 5. Operating and Financial Review and Prospects – A. Operating Results – Impairment of Assets.” The fair market values of the investments we have made or may make in the future may increase or decrease depending on a number of factors, many of which are beyond our control, including the general and economic and market conditions affecting the renewable energy industry, wholesale electricity prices, expectations of future market electricity prices, and long-term interest rates. Any deterioration in the market values of our investments could cause us to record impairment charges in our financial statements, which could adversely affect our results of operations. If we sell any of our investments when prices for such investments have fallen, the sale may be at less than the investment’s carrying value on our financial statements, which could result in a loss.

 

Revenue from our joint venture with Innovative Solar Systems, LLC (“ISS”) may be delayed or may not be fully realized, which could have a material adverse effect on our financial position, results of operations or cash flows.

 

Our joint venture with ISS consists of a portfolio of 38 utility-scale solar projects in 9 different states, representing a total electricity generating capacity of approximately 1.8 gigawatts. These projects are at varying stages of progress and will take many months or years to complete, as further discussed in “Item 4. Information on the Company – B. Business Overview.” The successful development of and generation of revenue from these projects is subject to a range of risks and uncertainties, including risks and uncertainties relating to economic and market conditions, political and regulatory conditions, and business and other factors beyond our control. In addition, generating revenue from a given project in the ISS Joint Venture portfolio is subject to numerous risks, including: (i) unforeseen construction delays or problems; (ii) engineering or design problems; (iii) problems with obtaining permits, licenses, approvals or property rights necessary or desirable to consummate the project; (iv) interconnection or transmission related issues; (v) labor problems; (vi) cost and budgetary issues; (vii) environmental issues; (viii) force majeure events; and (ix) access to project financing (including debt, equity or tax credits) on sufficiently attractive terms or at all. Accordingly, the actual amount of revenues earned and the actual periods during which revenues are earned may vary substantially from our plans and projections. Our inability to realize revenue from the ISS Joint Venture portfolio, or any delays in realizing revenue from the ISS Joint Venture portfolio, could have a material adverse effect on our financial position, results of operations or cash flows.

 

Doing business through joint ventures is a key part of our business and any disagreements or discontinuations could disrupt our operations, put assets at risk or affect the continuity of our business.

 

Joint ventures, and in particular, the ISS Joint Venture, are a key part of how we do business. While a joint venture partner may provide local knowledge and experience, entering into joint ventures often requires us to surrender a measure of control over the assets and operations devoted to the joint venture, and occasions may arise when we do not agree with the business goals and objectives of our partner, or other factors may arise that make the continuation of the relationship unwise or untenable. Any such disagreements or discontinuation of our relationship with the joint venture partner could disrupt our operations, put assets dedicated to the joint venture at risk, or affect the continuity of our business. If we are unable to resolve issues with a joint venture partner, we may decide to terminate the joint venture and either locate a different partner and continue to work in the area or seek opportunities for our assets in another market. The unwinding of an existing joint venture could prove to be difficult or time-consuming, and the loss of revenue related to the termination or unwinding of a joint venture and costs related to the sourcing of a new partner or the mobilization of assets to another market could adversely affect our financial condition, results of operations or cash flows.

 

Cost increases, delays and other constraints to the availability of sufficient electric transmission capacity could have a significant and negative effect on our ability to develop, acquire and/or sell solar energy projects and therefore a significant and negative effect on our results of operations.

 

Utility-scale solar energy development depends on the availability of sufficient electricity transmission infrastructure for the delivery of electricity from the solar plant to customers. If transmission infrastructure is inadequate, or if upgrades or other changes are needed to the infrastructure for our power plants to be constructed, interconnected or made operational, or if there are delays in or unforeseen costs associated with such changes, then our solar energy projects, such as those in our ISS Joint Venture portfolio, could be delayed, subjected to increased costs or canceled, which could have a substantial and negative effect on our revenues and therefore on our results of operations.

 

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General economic conditions including market interest rate levels could negatively impact project investor demand for our solar projects and our ability to sell them profitably.

 

Our ability to generate cash flows and earnings relies on project investor demand for our solar projects. An increase in market interest rates in the countries in which we operate is likely to result in our project investors requiring higher rates of return on solar projects that they acquire from us or finance on our behalf. In recent years, interest rates have been increasing in certain important countries in which we operate, such as the United States. This has the potential to negatively impact our ability to achieve our earnings or cash flow targets.

 

Technical, regulatory, and economic barriers to the purchase and use of solar power products may arise that significantly reduce demand for or financial viability of solar power projects, which could have a material adverse effect on our revenues.

 

Energy and electricity markets are influenced by foreign, federal, state and local laws, rules and regulations. These laws, rules and regulations may affect electricity pricing and electricity generation, and could have a substantial impact on the relative cost and attractiveness of solar power compared to other forms of energy generation. In addition, the financial viability and attractiveness of solar power projects heavily depends on equipment prices and laws, rules and regulations that affect solar equipment. For example, trade and local content laws, rules and regulations, such as tariffs on solar panels, can increase the pricing of solar equipment, thereby raising the cost of developing solar projects and reducing the savings and returns achievable by offtakers and investors, and also potentially reducing our margins on our projects. In 2018, for example, new tariffs were imposed in the United States on a range of solar cells and modules manufactured abroad, and we expect that solar power equipment and its installation will continue to be subject to a broad range of federal, state, local and foreign regulations relating to trade, construction, safety, environmental protection, utility interconnection and metering, and related matters. Moreover, the European Union and Chinese governments, among others, have in the past imposed tariffs on solar power equipment, or are in the process of evaluating the imposition of tariffs on solar power equipment. These and any other tariffs or similar taxes or duties may increase the cost of our solar power projects, thereby reducing their attractiveness to investors and customers and worsening our results of operations. Any new regulations or policies pertaining to our solar power projects may result in significant additional expenses to us, which could cause a significant reduction in demand for our solar power projects.

 

U.S. tariffs that went into effect in 2018 could have a material adverse effect on our ability to successfully develop, and realize revenue from, projects in our ISS Joint Venture portfolio and, therefore, could have a significant and negative effect on our results of operations in general.

 

In 2018, a range of imported solar cells and modules have become subject to tariffs in the United States. In particular, solar modules are subject to a four-year tariff at a rate of 30% in the first year, declining 5% in each of the three subsequent years, and solar cells are subject to a tariff-rate quota, in which the first 2.5 gigawatts of cells imported each year are exempt from tariffs and cells above that amount are subject to the same tariff as modules. In addition, the United States has announced widespread tariffs on aluminum and steel imports from various countries, the impact of which is as yet unknown but has resulted in uncertainty regarding the cost of various components used in the construction of solar projects. These tariffs are likely to cause price increases or other price volatility, delays in project development and completion, supply problems and other issues, any of which could have a material adverse effect on our ability to successfully develop and realize revenue from projects in our ISS Joint Venture in the United States, and therefore could have a significant and negative effect on our results of operations overall.

 

The low commodity price environment, particularly for natural gas and coal, could impact both the size of our project pipeline and our ability to sell solar projects to our investors profitably. 

  

Traditional forms of electricity generation using commodities such as natural gas and coal provide a source of competition for solar electricity. In the current low commodity price environment, these traditional forms of generation are cheaper and more competitive than our solar projects. Our ability to generate cash flows and earnings relies on our success in sourcing potential solar projects from our project pipeline and selling them profitably to our investors. Increased competition from a prolonged low commodity price environment could impact the number of viable solar projects that we are able to purchase, resulting in a smaller project pipeline. In addition, such an environment could impact the competitiveness of our solar projects and the price at which we can sell them to our investors. This has the potential to negatively impact our ability to achieve our earnings or cash flow targets.

 

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Changes in current and forecasted electricity price expectations can have a material adverse impact on the profitability of our solar projects and the level of demand from potential customers and financiers.

 

While we primarily target solar projects that are backed by fixed price power purchase agreements, we may acquire projects that sell electricity at wholesale market rates from commencement or that have power purchase agreements (“PPAs”) that expire before the end of a project’s useful life. In these circumstances, our business is exposed to current wholesale electricity prices and expectations of future market electricity prices. In the event that these prices decline, or there is a decrease in market consensus forecasts, the demand for our solar projects and the profitability that they could generate may also decline commensurately, impacting our cash flow and earnings. Fossil fuel sources of electricity, such as natural gas-fired power plants, have traditionally been cheaper than solar power. If we are unable to compete successfully with other providers of electricity, or to enter into competitive PPAs, our results of operations will be negatively affected. Furthermore, demand for PPAs from customers is subject to procurement practices that may change, and which could negatively affect the number or terms of the PPAs that our customers elect to enter into with us.

 

We make significant investments in acquiring, building, and financing our solar energy projects, and the delayed sale of our projects or the inability to sell or transfer our projects to their intended long-term funding vehicles would adversely affect our business, liquidity and results of operations.

 

We invest in and transact on solar projects at various stages of development and operations. The development and construction of solar power plants can require long periods of time and substantial initial capital investments, and there are significant risks related to our activities involving solar power plants under development, including high initial capital expenditure costs to develop and construct functional power plant facilities and the related need for construction capital, limits on the availability of favorable government tax and other incentives, the high cost and regulatory and technical difficulties of integrating into new markets, an often limited or unstable marketplace, competition from other sources of electric power, regulatory difficulties including obtaining necessary permits, difficulties in negotiating PPAs with potential customers, educating the market regarding the reliability and benefits of solar energy products and services, costs associated with environmental regulatory compliance and competing with larger, more established solar energy companies and utilities. There can be no assurance that we will be able to overcome these risks as we develop our business. There can also be no assurance that a potential project sale can be completed on commercially reasonable terms or at all. Our inability to obtain regulatory clearance, project financing or enter into sales contracts with customers could adversely affect our business, liquidity and results of operations. Our liquidity could also be adversely impacted if project sales are delayed.

 

If a number of projects in our pipeline, including our ISS Joint Venture portfolio, are not acquired or completed, or their acquisition or completion is delayed, our business, financial condition or operating results could be materially adversely affected.

 

The solar project development process is long and includes many steps involving site selection and development, commercial contracting and regulatory approval, among other factors. There can be no assurance that projects in our project pipeline, including our ISS Joint Venture portfolio, will be converted into completed projects or generate revenues or that we can obtain the necessary financing to construct these projects. As we develop projects through acquisitions or organically, some of the projects in our pipeline may not be completed or proceed to construction as a result of various factors, or their sale, construction or completion may be subject to delays that may be substantial. These factors may include changes in applicable laws and regulations, including government incentives, environmental concerns regarding a project or changes in the economics or ability to finance a particular project. If any number of projects are not completed, or their completion is delayed, our business, financial condition or operating results could be materially adversely affected.

 

Our project construction and development activities may not be successful or we may make significant investments without first obtaining project financing, which could put our investments at risk of loss.

 

There are many risks associated with the development and construction of solar power projects. Before we can confirm whether a given project is likely to be viable, we may be required to incur substantial expenditures for preliminary engineering, design, regulatory and legal review, permitting, and related expenses. Many of these costs may be undertaken by us prior to obtaining project financing or obtaining the required regulatory approvals. In addition, consummating a given project is subject to numerous risks, including: (i) unforeseen construction delays or problems; (ii) engineering or design problems; (iii) problems with obtaining permits, licenses, approvals or property rights necessary or desirable to consummate the project; (iv) interconnection issues; (v) labor problems; (vi) cost and budgetary issues; (vii) environmental issues; and (viii) access to project financing on sufficiently attractive terms or at all.

  

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Revenues related to a limited number of alliances and customers, in particular revenue related to our ISS Joint Venture portfolio, are expected to account for a significant portion of our total revenues. The loss of an alliance or customer, a default by any such customer or alliance partner, or the delay of our ability to collect on those projects or an increase in expenses related to such projects or alliances, would have a substantial and adverse impact on our business, results of operations and financial condition.

 

A substantial portion of our solar development revenue is generated from a limited number of investment partners and customers as well as development of a limited number of large projects and, as a result, there is a concentration of operating and financial risks. For example, for the year ended March 31, 2017, 76% of our total revenue was derived from development of the two North Carolina projects, both with the same two tax equity and investment partners, and all as a result of our alliance with ISS. The loss of an alliance partner or customer, , a default by any such customer, or alliance partner, or the delay of our ability to collect on those projects, or an increase in expenses related to such projects or alliances, would have a substantial and adverse impact on our business, results of operations and financial condition.

 

There are a limited number of purchasers of power from utility-scale projects, which exposes us to concentration risk.

 

A key element of our business is financing the development of utility-scale solar projects. Utility-scale solar projects are large solar energy projects that deliver electricity to utility purchasers, and generally range in size from as small as five megawatts to larger than eighty megawatts in nameplate capacity. In part because of the size of utility-scale solar projects, there are a limited number of possible purchasers for electricity from utility-scale solar projects in a given region. As a result, we may not be able to negotiate favorable terms under new PPAs or find new customers for the electricity generated by our power plants should this become necessary.

 

Our business depends on the demand for solar energy, which is still driven largely by the availability and size of government and economic incentives that may ultimately be reduced or eliminated.

 

Solar energy demand continues to be driven mainly by the availability and size of government and economic incentives related to the use of solar power because, currently, the cost of solar power exceeds the cost of power furnished by the electric utility grid in most locations. As a result, government bodies in many countries have historically provided incentives in the form of feed-in-tariffs to solar project developers or customers to promote the use of solar energy in on-grid applications and to reduce dependency on other forms of energy. Most countries, including the U.S., however, have continued to regularly reduce the rates paid to solar power system owners for generating electricity under their respective feed-in-tariff programs, and these scheduled reductions in feed-in tariff rates are expected to continue. Moreover, the value and pricing of Performance Based Incentives (“PBIs”) and Renewable Energy Certificates (“RECs”), as well as the state Public Utilities Commissions (“PUC”) approved PPA rates for utilities (which are frequently higher than electricity rates for electricity generated from other energy sources), are likely to continue to decrease, further reducing the U.S. revenue stream from solar projects. In addition, in the U.S. we rely upon income tax credits and other state incentives for solar energy systems. These government economic incentives could be further reduced or eliminated altogether. In addition, some of these solar program incentives expire, decline over time, are limited in total funding or require renewal of authority. Moreover, certain policy changes that have been announced or suggested by the U.S. government, including the announcement of departure from the Paris Accord for greenhouse gas reduction and the elimination of the U.S. government’s Clean Power Plan, could also have a negative effect on demand for solar energy and other renewable energy technologies, Finally, certain countries have altered, and others may alter, their programs retroactively which would impact our current solar systems. Reductions in, or eliminations or expirations of, governmental incentives could result in decreased viability of our projects and pipeline, which could have a material adverse effect on our business, financial condition or results of operations.

 

Our business in the United States relies on the federal investment tax credit under Section 48 of the Internal Revenue Code (the “Code”). Tax reform recently carried out in the United States has significantly reduced tax rates for corporations, which may have a negative effect on the appetite of investors for project investments that are eligible for the federal investment tax credit, and which therefore could have a negative impact on our ability to secure capital at an attractive cost for our United States projects.

 

The U.S. federal government recently enacted a set of broad reforms of tax rates and policies that include a large reduction in corporate tax rates. Such a reduction may diminish the appetite that investors have for utilizing the federal investment tax credit under Section 48 of the Code (the “ITC”). Because investors utilizing the ITC have been an important source of capital for solar energy projects in the US, including our projects, a decrease in investor appetite for utilizing the ITC in solar projects could have a substantial and negative effect on our ability to secure capital at an attractive cost for our United States solar projects.

 

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The profitability of our Australian business may be impacted by the market price of Large-scale Generation Certificates (“LGCs”), which have historically been highly volatile and impacted by government policies.

 

We rely on LGCs which are generated by Australian solar projects to underpin the profitability of our Australian business and the feasibility of new projects and may be bought and sold by traders and businesses throughout the open LGC market. The price of LGCs has historically been highly volatile and we expect future adverse price movements will have a material impact on the profitability of our Australian business’s existing projects and future pipeline. The price of LGCs is also impacted by government policies regarding renewable energy generation which can be uncertain and subject to change.

 

Existing regulations and policies governing the electric utility industry, as well as changes to these regulations and policies, may adversely affect demand for our projects and services and materially adversely affect our business, financial condition or results of operations.

 

The market for electricity generation is heavily influenced by local country factors including federal, state and local government regulations and policies concerning the electric utility industry, as well as policies promulgated by public utility commissions and electric utilities. These regulations and policies govern, among other matters, electricity pricing and the technical interconnection of distributed electricity generation to the grid. The regulations and policies also regulate net metering in the U.S., which relates to the ability to offset utility-generated electricity consumption by feeding electricity produced by onsite renewable energy sources, such as solar energy, back into the grid. Purchases of alternative energy, including solar energy, by utility customers could be deterred by these regulations and policies, which could result in a significant reduction in the potential demand for our solar energy systems. Changes in consumer electricity tariffs or peak hour pricing policies of utilities, including the introduction of fixed price policies, could also reduce or eliminate the cost savings derived from solar energy systems and, as a result, reduce customer demand for our systems. Any such decrease in customer demand could have a material adverse effect on our business, financial condition or results operations.

 

Certain PPAs that we enter into with government regulated counterparties may be subject to regulatory approval, and such approval may not be obtained or may be delayed, which could result in a detrimental impact on our business.

 

As a solar energy provider, the PPAs executed by us and/or our subsidiaries, particularly with government regulated counterparties, in connection with the development of certain projects are generally subject to approval by the relevant regulatory authority in the local market. There can be no assurance that any such approval will be obtained, and in certain markets, the regulatory bodies have recently demonstrated a heightened level of scrutiny on solar PPAs that have been brought for approval. If the required approval is not obtained for any particular solar PPA, the PPA counterparty may exercise its right to terminate such agreement, and we may lose invested development capital.

 

If solar and related technologies are not suitable for widespread deployment with attractive returns, our results of operations will be negatively affected.

 

The solar energy business is still at an early stage of development. If PV technology proves unsuitable for widespread adoption, we may be unable to generate sufficient revenue to grow our business profitably. The attractiveness of PV technology is dependent on numerous factors that factors, including: (i) the cost-efficiency and performance of solar-generated electricity compared to other energy sources, such as natural gas, wind, hydroelectric, geothermal and coal; (ii) the regulatory, legal and tax landscape for energy generation, distribution and consumption, which substantially affects the costs and returns associated with use of different energy sources; (iii) the availability or absence of environmental and energy incentives, credits, standards and attributes that seek to promote use of renewable energy technologies; and, (iv) the level of competitiveness in the renewable energy industry generally.

 

 If we fail to meet changing customer demands, we may lose customers and our sales could suffer.

 

The industry in which we operate changes rapidly. Changes in our customers’ requirements result in new and more demanding technologies, product specifications and sizes, and manufacturing processes. Our ability to remain competitive will depend upon our ability to develop technologically advanced products and processes. We must continue to meet the increasingly sophisticated requirements of our customers on a cost-effective basis. We cannot be certain that we will be able to successfully introduce, market and cost-effectively source any new products, or that we will be able to develop new or enhanced products and processes that satisfy customer needs or achieve market acceptance. Any resulting loss of customers could have a material adverse effect on our business, financial condition or results operations.

 

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We are currently dependent on a limited number of third-party suppliers for certain components for our solar energy systems. We also rely on third party subcontractors to construct and install our solar energy systems, which could result in sales and installation delays, cancellations, liquidated damages and loss of market share for our business.

 

We rely on a limited number of third-party suppliers for certain components for our solar power systems, including for solar modules, inverters and trackers. If we fail to develop or maintain our relationships with these suppliers or if any of these suppliers go out of business, we may be unable to install our solar power systems on time, or only at a higher cost or after a long delay, which could prevent us from delivering our solar power systems to our customers within required timeframes. In addition, if any of these suppliers go out of business, the warranty and other services offered by such supplier may be reduced or eliminated, and we may be required to provide such warranty and services ourselves, which could increase our costs. To the extent the processes that our suppliers use to manufacture components are proprietary, we may be unable to obtain comparable components from alternative suppliers. In addition, the failure of a supplier to supply components in a timely manner, or at all, or to supply components that meet our quality, quantity and cost requirements, could impair our ability to install solar power systems or may increase our costs. We utilize and rely on third-party subcontractors to construct and install our solar energy systems throughout the world. If our subcontractors do not satisfy their obligations or do not perform work that meets our quality standards or if there is a shortage of third-party subcontractors or labor strikes that interfere with our subcontractors’ ability to complete their work on time and/or on budget, we could experience significant delays in our construction operations, which could have a material adverse effect on our reputation and/or our ability to grow our business.

 

Our operations span multiple markets and jurisdictions, exposing us to numerous legal, political, operational and other risks that could negatively affect our operations and profitability.

 

We continue to explore expansion of our international operations in certain markets where we currently operate and in selected new or developing markets. New markets and developing markets can present many risks including the actions and decisions of foreign authorities and regulators, the imposition of limits on foreign ownership of local companies, changes in laws (including tax laws and regulations) as well as their application or interpretation, civil disturbances and political instability, difficulties in protecting intellectual property, fluctuations in the value of the local currency, restrictions that prevent us from transferring funds from these operations out of the countries in which they operate or converting local currencies we hold into U.S. dollars, British Pounds or other currencies, as well as other adverse actions by foreign governmental authorities and regulators, such as the retroactive application of new requirements on our current and prior activities or operations. Additionally, evaluating or entering into a developing market may require considerable time from management, as well as start-up expenses for market development before any significant revenues and earnings are generated. Operations in new foreign markets may achieve low margins or may be unprofitable, and expansion in existing markets may be affected by local political, economic and market conditions. As we continue to operate our business internationally, our success will depend, in part, on our ability to anticipate and effectively manage these and other related risks. The impact of any one or more of these or other factors could adversely affect our business, financial condition or operating results.

 

If we fail to adequately manage our planned growth, our overall business, financial condition and results of operations could be materially adversely affected.

 

We expect the amount of our megawatts installed to continue to grow significantly over the next few years as the 38 projects currently within the ISS Joint Venture portfolio achieve an advanced stage of development and are presented to the Company for acquisition, as further described in “Item 4. Information on the Company – B. Business Overview”. By comparison, to date the Company has developed only two large-scale solar projects, being the North Carolina projects: NC-31 and NC-47. We expect that this growth in activity will place significant stress on our operations, management, employee base and ability to meet capital requirements sufficient to support this growth over the next 12 to 36 months. Any failure to address the needs of our growing business successfully could have a negative impact on our business, financial condition or operating results.

 

Larger scale solar projects involve concentrated project development risks that may cause significant changes in our financial results.

 

Larger projects may create concentrated risks otherwise than as described in these risk factors. Under IFRS, revenue from our projects will typically be recognized on a percentage completion basis. A failure to complete a project within a given fiscal period, or entirely, may have a material impact on our financial results. These projects may also give rise to significant capital commitments which could materially affect cash flow. In addition, if approval by relevant public utility commissions is delayed or denied or if construction, module delivery, financing, warranty or operational issues arise on a larger project, such issues could prevent, delay or increase the costs associated with such project and, as a result, have a material impact on our financial results.

 

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We may incur unexpected warranty and performance guarantee claims that could materially and adversely affect our financial condition or results of operations.

 

In connection with our products and services, we may provide various system warranties and/or performance guarantees. While we generally are able to pass through manufacturer warranties we receive from our suppliers to our customers, in some circumstances, our warranty period may exceed the manufacturer’s warranty period or the manufacturer warranties may not otherwise fully compensate for losses associated with customer claims pursuant to the warranty or performance guarantee we provided. For example, most manufacturer warranties exclude many losses that may result from a system component’s failure or defect, such as the cost of de-installation, re-installation, shipping, lost electricity, lost renewable energy credits or other solar incentives, personal injury, property damage, and other losses. In addition, in the event we seek recourse through manufacturer warranties, we will also be dependent on the creditworthiness and continued existence of these suppliers. As a result, warranty or other performance guarantee claims against us could cause us to incur substantial expense to repair or replace defective products in our solar energy systems. Significant repair and replacement costs could materially and negatively impact our financial condition or results of operations, as well divert employee time to remedying such issues. In addition, quality issues can have various other ramifications, including delays in the recognition of revenue, loss of revenue, loss of future sales opportunities, increased costs associated with repairing or replacing products, and a negative impact on our reputation, any of which could also adversely affect our business or operating results.

 

Our solar projects may underperform expected levels due to a variety of factors including sunlight and other weather conditions, which could materially and adversely affect our results of operations.

 

The productivity, and therefore the results, of our operating solar projects may be lower than expected due to fewer than expected sunlight hours, power conversion, or adverse weather events, among other factors. This underperformance could adversely affect the attractiveness of our projects to potential buyers and may result in our business not achieving expected financial returns on investment.

 

A default by the counterparties to our PPAs can materially and adversely impact the profitability of our solar projects.

 

We have entered into PPAs with a number of counterparties around the world for our various solar projects. These counterparties range from government entities to investment grade utility companies to unrated commercial and industrial businesses. An insolvency event, deterioration in credit quality, or event of default by any of the counterparties of their obligations under their PPAs could have a material detrimental effect on the value of our solar power projects. These projects, many of which required a material capital investment, may become unattractive to our potential customers, and any resulting decrease in customer demand could negatively impact our profitability and financial position.

 

We may have liabilities and obligations under management services agreements that we enter into with our customers, which could have a detrimental financial impact on us if enforced.

 

We provide ongoing solar system and project management services for our customers and co-investors under management services agreements. Under the terms of these agreements, many of which are long-term, we have certain liabilities and obligations which could be enforced in the event of a breach of our responsibilities. If called, some of these obligations and liabilities could be material and negatively affect our results of operations or financial position.

 

A failure to obtain change of control consents from counterparties when selling projects to investors could materially impact the results of our operations.

 

Our profitability relies in part on our ability to continue to transfer projects to other investors. Certain project agreements and non-recourse project financing documents require counterparty consent to a change of project or solar system ownership. If such consents cannot be obtained on reasonable terms, or at all, our ability to invest capital and generate earnings and cash flows will be materially diminished, adversely impacting the results of our operations and future growth prospects.

 

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We face competition in the markets and industry segments in which we operate, which could force us to reduce our prices to retain market share or face losing market share and revenues.

 

We face competition in the growing renewable energy services market internationally as well as in the power services market in Australia, which is operated by our subsidiary, Aevitas Group Limited. Some of our competitors: (i) have substantially more financial, technical, engineering and manufacturing resources than we do to develop products that currently and may compete favorably against our products; (ii) have substantial government-backed financial resources or parent companies with substantially greater depth of resources than available to us; (iii) may have longer and more established operating records than we do; or (iv) may have greater brand recognition, access to customers or financing partners, or economies of scale than we do. We expect that our competitors will continue to improve their ability to develop, invest in, and sell solar energy projects, and our failure to compete effectively could have a material adverse effect on our business, financial condition or results of operations. We may need to reduce our prices to respond to aggressive pricing by our competitors in order to retain or gain market share or undertake other measure to increase the competitiveness of our products or services, which could have a material adverse effect on our business, financial condition or results of operations.

 

We have a limited operating history in the solar market and, as a result, we may not operate on a profitable basis in the near future.

 

We have developed a relatively new portfolio of solar assets, including several power plants that have only recently commenced operations, and we have a limited operating history on which to base an evaluation of our business and prospects. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stages of operation, particularly in a rapidly evolving industry such as ours. We cannot assure you that we will be successful in addressing the risks we may encounter and our failure to do so could have a material adverse effect on our business, financial condition, results of operations or cash flows.

 

 Our Australian power services workforce may become unionized resulting in higher cost of operation and reduced labor efficiency.

 

None of our workforce is currently unionized. The power services business in Australia represents the largest proportion of our workforce, which includes 144 operational personnel, or 74% of our total workforce as of March 31, 2018. This part of our business operates in the Hunter Valley region of Australia whose economy is predominately driven by the mining industry and many businesses in the area are unionized. In periods of strong growth and activity in the mining sector, such as has been experienced over the past 12 months, the labor market usually becomes extremely competitive, which may entice our workforce to seek collective bargaining through union representation. Unionization of our power services workforce could result in additional costs for industrial relations, legal and consulting services, higher labor rates, new requirements for additional employment benefits, more restrictive overtime rules, and less flexible work scheduling, all of which could result in a significant increase in the cost of labor and the requirement for additional labor to maintain existing productivity. Should this occur, it could have a material adverse effect on our business, financial condition or results of operation.

 

Our business may be harmed if we fail to properly protect our intellectual property.

 

We believe that the success of our business depends in part on our proprietary technology, information, processes and know how. We try to protect our intellectual property rights. We cannot be certain, however, that we have adequately protected or will be able to adequately protect these rights. Conversely, third parties might assert that our intellectual property infringes on their proprietary rights. In either case, litigation may result, which could result in substantial costs and diversion of our management team’s efforts. Regardless of whether we are ultimately successful in any litigation, such litigation could adversely affect our business, results of operations or financial condition.

 

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From time to time, we may become involved in costly and time-consuming litigation and other regulatory proceedings, which require significant attention from our management.

 

In addition to potential litigation related to defending our intellectual property rights, we may be named as a defendant from time to time in other lawsuits and regulatory actions relating to our business, some of which may claim significant damages. For example, as discussed further in “Item 8. Financial Information – A. Consolidated Statements and Other Financial Information - Legal Proceedings,” on February 26, 2018, Philip Comberg, our former Chief Executive Officer and director, filed a claim in the High Court of Justice Queen’s Bench Division in the United Kingdom against us and our subsidiary, VivoPower International Services Limited (“VISL”). Subsequently filed claim particulars stated that the claim is for declarations in respect of payments alleged to be due to Mr. Comberg, damages, restitution in relation to services allegedly rendered by Comberg, interest and costs. On April 9, 2018, we and VISL filed a defense and counterclaims against Mr. Comberg. In the defense, we and VISL denied the claims made by Mr. Comberg and asserted that Mr. Comberg was terminated for cause and/or by the acceptance on the part of VISL of Mr. Comberg’s own repudiatory breach of Mr. Comberg’s service agreement. We and VISL also filed counterclaims against Mr. Comberg for damages in an amount of approximately $27 million plus certain amounts to be quantified. We and VISL alleged in the counterclaims that, inter alia, Mr. Comberg failed properly to oversee financial accounting and reporting and to ensure that these functions were properly staffed for a Nasdaq listed company; misrepresented our and our subsidiaries’ cash resources to our Board; failed adequately to manage investor communications and relationships; failed properly to manage the operations and functions of our Investment Committee; and, provided misleading and exaggerated information to us about his experience and past roles. In addition to the foregoing litigation, we may be subject in the future to, or may file ourselves, claims, lawsuits or arbitration proceedings related to matters in tort or under contracts, employment matters, securities class action lawsuits, whistleblower matters, tax authority examinations or other lawsuits, regulatory actions or government inquiries and investigations. Due to the inherent uncertainties of litigation and regulatory proceedings, we cannot accurately predict the ultimate outcome of any such proceedings. An unfavorable outcome could have a material adverse impact on our business and financial position, results of operations or cash flows or limit our ability to engage in certain of our business activities. In addition, regardless of the outcome of any litigation or regulatory proceedings, such proceedings are often expensive, lengthy, disruptive to normal business operations and require significant attention from our management.

 

Our inability to respond to rapid market changes in the solar energy industry, including identification of new technologies and their inclusion in the services that we offer, could adversely affect our business, financial condition or results of operations.

 

The solar energy industry is characterized by rapid increases in the diversity and complexity of technologies, products and services. In particular, the ongoing evolution of technological standards requires products with lower costs and improved features, such as more efficiency and higher electricity output. If we fail to identify or obtain access to advances in technologies, we may become less competitive, and our business, financial condition or results of operations may be materially adversely affected.

 

Although we are for the most part exempt from regulation as a utility in the markets in which we operate, we could become regulated as a utility company in the future.

 

As an owner of solar energy facilities, we are currently exempt from most regulations relating to public utilities in our various markets of operation. As our business grows, however, certain facilities may no longer be eligible for exemption from these regulations, which would result in additional licensing and compliance obligations for our business. Any change in the regulatory environment could place significant restrictions on our ability to operate our business and execute our business plan by prohibiting or otherwise restricting the sale of electricity by us. If we were deemed to be subject to the same regulations as utility companies, such as the Federal Energy Regulatory Commission (“FERC”) in the U.S., or if new regulatory bodies were established to oversee the solar energy industry, our operating costs could materially increase, adversely affecting our results of operations.

 

Our brand and reputation are key assets of our business, and if our brand or reputation is damaged, our business and results of operations could be materially adversely affected.

 

If we fail to deliver our solar products or power service within the planned timelines and contracted obligations, or our products and services do not perform as anticipated, or if we materially damage any of our clients’ properties, or cancel projects, our brand name and reputation could be significantly impaired, which could materially adversely affect our business and results of operations.

 

We are exposed to foreign currency exchange risks because certain of our operations are located in foreign countries.

 

We generate revenues and incur costs in a number of currencies. Changes in economic or political conditions in any of the countries in which we operate could result in exchange rate movement, new currency or exchange controls or other restrictions being imposed on our operations or expropriation. Because our financial results are reported in U.S. dollars, if we generate revenue or earnings in other currencies, the translation of those results into U.S. dollars can result in a significant increase or decrease in the amount of those revenues or earnings.

 

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We operate in a number of different countries and could be adversely affected by any violations of the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act 2010 (“U.K. Bribery Act”), and other anti-bribery laws, rules and regulations.

 

The FCPA generally prohibits companies and their intermediaries from making improper payments to government officials for the purpose of obtaining or retaining business. We are also subject to other anti-bribery laws, some of which prohibit improper payments to government and non-government persons and entities. Some (e.g., the FCPA and the U.K. Bribery Act) extend their application to activities outside of their country of origin. The U.K. Bribery Act also includes a corporate offence of failure to prevent a bribe being paid to obtain or retain business advantage, which can make a commercial organization criminally liable for bribes paid by any persons associated with it, without fault on the part of the organization. Although we have implemented policies and procedures designed to promote and enable compliance with these anti-bribery laws, our employees, agents, partners and contractors may take actions in violation of such policies and procedures and anti-bribery laws. Any such violation, even if prohibited by our policies, could subject us and such persons to criminal and/or civil penalties or other sanctions, which could have a material adverse effect on our reputation and results of operations.

 

The success of our company is heavily dependent on the continuing services of key personnel and retention of additional personnel.

 

Our industry is characterized by intense competition for personnel. The success of our company is highly dependent on the contributions of executives and other key personnel, and if we were to lose the contributions of any such personnel, it could have a negative impact on our business and results of operations. Moreover, our growth plan will require us to hire additional personnel in the future. If we are not able to attract and retain such personnel, our ability to realize our growth objectives will be compromised. In addition, talented employees may choose to leave the company because of our cost reduction initiatives. When talented employees leave, we may have difficulty replacing them and our business may suffer. While we strive to maintain our competitiveness in the marketplace, there can be no assurance that we will be able to successfully retain and attract the employees that we need to achieve our business objectives.

 

If we are unable to maintain effective internal controls over financial reporting or effective disclosure controls and procedures, or if material weaknesses in our internal controls over financial reporting or in our disclosure controls and procedures develop, it could negatively affect the reliability or timeliness of our financial reporting and result in a reduction of the price of our ordinary shares or have other adverse consequences.

 

There can be no assurance that our internal controls or our disclosure controls and procedures will provide adequate control over our financial reporting and disclosures and enable us to comply with the requirements of the Sarbanes-Oxley Act. In addition, carrying out our growth plan may require our controls and procedures to become more complex and may exert additional resource requirements in order for such controls and procedures to be effective. Any material weaknesses in our internal controls over financial reporting, or in our disclosure controls and procedures, may negatively affect the reliability or timeliness of our financial reporting and could result in a decrease in the price of our ordinary shares, limit our access to capital markets, harm our liquidity or have other adverse consequences.

 

We are subject to a substantial range of requirements as a public company, which impose significant demands on the time and resources of our company and executive personnel.

 

As a public company listed on The Nasdaq Stock Market (“Nasdaq”), we are subject to a wide range of legal and regulatory requirements, including the Securities Act Exchange of 1934, as amended, and the rules and regulations thereunder, as well as the requirements of Nasdaq, in addition to other applicable securities laws. Maintaining compliance with these requirements is expensive and time-consuming, has imposed substantial and ongoing costs on our business and can divert the attention and time of our executive personnel from our operating activities, which could have negative impacts on our business and results of operations. In addition, director and officer liability insurance for public companies is expensive and in the future, we may be required to accept reduced coverage or incur significantly higher costs to maintain similar coverage, which could make it more difficult for us to attract and retain qualified directors or executive personnel.

 

Our restructuring may not produce some or all the desired benefits and there may be losses that have a significant and negative effect on our business.

 

During the year ended March 31, 2018, we undertook a strategic restructuring of our business to align operations, personnel, and business development activities to focus on a fewer number of areas of activity that we believe have the most potential to generate profitability and return, as discussed in further detail in “Item 4. Information on the Company – B. Business Overview” and “Item 5. Operating and Financial Review and Prospects - A. Operating Results - Exceptional and non-recurring expenses.” While we believe these steps will have a positive impact on our business, the restructuring may also be disruptive or produce unanticipated costs, and we may not realize the benefits from the restructuring that we hoped to achieve. In addition, the time and expense of restructuring impose additional burdens on the company and its personnel and impede their ability to focus sufficiently on the day to operation and growth of the business. Failure to realize the anticipated benefits of restructuring could have a significant and negative effect on our business.

 

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Risks Related to Ownership of Our Ordinary Shares

 

We cannot assure you that our ordinary shares will always trade in an active and liquid public market. In addition, at times trading in our ordinary shares on Nasdaq has been highly volatile with significant fluctuations in price and trading volume, and such volatility and fluctuations may continue to occur in the future. Low liquidity, high volatility, declines in our stock price or a potential delisting of our ordinary shares may have a negative effect on our ability to raise capital on attractive terms or at all and may cause a material adverse effect on our operations.

 

The market price of our ordinary shares may be influenced by many factors, many of which are beyond our control, including those described above in “Risks Related to our Business and Operations.” As a result of these and other factors, investors in our ordinary shares may not be able to resell their shares at or above the price they paid for such shares or at all. The market price of our ordinary shares has frequently been highly volatile and has fluctuated in a wide range. The liquidity of our ordinary shares as reflected in daily trading volume on Nasdaq has usually been low. As of July 13, 2018, the trading price of our ordinary shares on Nasdaq was $1.91 per share. At certain points in the past three months, the trading price of our ordinary shares on Nasdaq has fallen below $2.00 per share. If the trading price of our ordinary shares was to fall below $1.00 for a sustained period, we may not be able to meet Nasdaq’s continued listing standards in the future. Low liquidity, high volatility, declines in our stock price or potential delisting of our ordinary shares may have a material adverse effect on our ability to raise capital on attractive terms or at all and a material adverse effect on our operations.

 

The accounting treatment for many aspects of our business is complex and any changes to the accounting interpretations or accounting rules governing our business could have a material adverse effect on our reported results of operations and financial results.

 

The accounting treatment for many aspects of our solar energy business is complex, and our future results could be adversely affected by changes in the accounting treatment applicable to our solar energy business. In particular, any changes to the accounting rules regarding the following matters may require us to change the manner in which we operate and finance our solar energy business:

 

 

the classification of sale-leaseback transactions as operating, capital or real estate financing transactions classification;

 

revenue recognition and related timing;

 

intercompany contracts;

 

operation and maintenance contracts;

 

joint venture accounting, including the consolidation of joint venture entities and the inclusion or exclusion of their assets and liabilities on our balance sheet;

 

long-term vendor agreements; and,

 

foreign holding company tax treatment.

 

We make estimates and assumptions in connection with the preparation of our consolidated financial statements, and any changes to those estimates and assumptions could have a material adverse effect on our reported results of operations.

 

In connection with the preparation of our consolidated financial statements included in “Item 17. Financial Statements”, we use certain estimates and assumptions, which are more fully described in Notes 2 and 3 of the financial statements filed as part of this Annual Report, starting on page F-1. The estimates and assumptions we use in the preparation of our consolidated financial statements affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Changes in accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results could differ significantly from our estimates. While we believe that these estimates and assumptions are reasonable under the circumstances, they are subject to significant uncertainties, some of which are beyond our control. Should any of these estimates and assumptions change or prove to have been incorrect, it could have a material adverse effect on our financial statement presentation, financial condition, results of operations and cash flows, any of which could cause our share price to decline.

 

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Any future strategic acquisitions we make could have a dilutive effect on your investment in our ordinary shares, and if the goodwill, indefinite-lived intangible assets and other long-term assets recorded in connection with such acquisitions become impaired, we would be required to record additional impairment charges, which may be significant.

 

In the event that we consummate any future acquisitions, we may record a portion of the assets we acquire as goodwill, other indefinite-lived intangible assets and finite lived intangible assets. We do not amortize goodwill and indefinite-lived intangible assets, but rather review them for impairment on an annual basis or whenever events or changes in circumstances indicate that their carrying value may not be recoverable. The recoverability of these assets is dependent on our ability to generate sufficient future earnings and cash flows. Changes in estimates, circumstances or conditions, resulting from both internal and external factors, could have a significant impact on our fair valuation determination, which could then result in a material impairment charge negatively affecting our results of operations.

 

Future sales of our ordinary shares may depress our share price.

 

Future sales of substantial amounts of our ordinary shares in the public market, or the perception that these sales could occur, could adversely affect the price of our ordinary shares and could impair our ability to raise capital through the sale of additional shares.

 

The market price of our shares may be significantly, and negatively, affected by factors that are not in our control.

 

The market price of our shares may vary significantly and may be significantly, and negatively, affected by factors that we do not control. Some of these factors include: variance and volatility in global markets for equity and other assets; changes in legal, regulatory or tax-related requirements of governmental authorities, stock exchanges, or other regulatory or quasi-regulatory bodies; the performance of our competitors; and, the general availability and terms of corporate and project financing.

 

Our largest shareholder has substantial influence over us and its interests may conflict with or differ from interests of other shareholders.

 

Our largest shareholder (collectively with its affiliates and subsidiaries, the “Significant Shareholder”) owned approximately 60.3% of our outstanding ordinary shares at March 31, 2018. Accordingly, the Significant Shareholder exerts substantial influence over the election of our directors, the approval of significant corporate transactions such as mergers, tender offers, and the sale of all or substantially all of our assets, the adoption of equity compensation plans, and all other matters requiring shareholder approval. The interests of the Significant Shareholder could conflict with or differ from interests of other shareholders. For example, the concentration of ownership held by the Significant Shareholder could delay, defer, or prevent a change of control of the Company or impede a merger, takeover, or other business combination, which other shareholders may view favorably.

 

We are a holding company whose material assets consist of our holdings in our subsidiaries, upon whom we are dependent for distributions.

 

We are a holding company whose material assets consists of our holdings in our subsidiaries. We do not have independent sources of revenue generation. Although we intend to cause our subsidiaries to make distributions to us in an amount necessary to cover our obligations, expenses, taxes and any dividends we may declare, if one or more of our operating subsidiaries became restricted from making distributions under the provisions of any debt or other agreements or applicable laws to which it is subject, or is otherwise unable to make such distributions, it could have a material adverse effect on our financial condition and liquidity.

 

Changes to our tax liabilities or changes to tax requirements in the jurisdictions in which we operate could significantly, and negatively, affect our profitability.

 

We are subject to income taxes and potential tax examinations in various jurisdictions, and taxing authorities may disagree with our interpretations of U.S. and foreign tax laws and may assess additional taxes. The taxes ultimately paid upon resolution of such examinations could be materially different from the amounts previously included in our income tax provision, which could have a material impact on our profitability and cash flow. Moreover, changes to our operating structure, losses of tax holidays, changes in the mix of earnings in countries with tax holidays or differing statutory tax rates, changes in tax laws, and the discovery of new information in the course of our tax return preparation process could each have a negative impact on our tax burden and therefore our financial condition. Changes in tax laws or regulations may also increase tax uncertainty and adversely affect our results of operations.

 

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Cyber-attacks or other breaches of our information systems, or those of third parties with which we do business, could have a significant and negative impact on our operating results and business.

 

Our business and the operations of third parties with whom we do business, utilize computer systems, hardware, software, and networks that could be compromised by a breach or cyber-attack. There is no assurance that any measures we take to minimize the likelihood or impact of cyber-attacks will be adequate in the future. If these measures are not adequate, valuable data may be lost or compromised, our operations may be disrupted, and our reputation and our business may be significantly and negatively affected. In addition, such an incident may subject us to substantial expense, cost or liability associated with litigation, regulatory action or operational problems, which could have a major impact on our profitability and other operating results.

 

Changes in, or any failure to comply with, privacy laws, regulations, and standards may adversely affect our business.

 

The regulatory framework for privacy and security issues worldwide is rapidly evolving and is likely to remain uncertain for the foreseeable future. Governmental bodies around the world have adopted, and may in the future adopt, laws and regulations affecting data privacy. Industry organizations also regularly adopt and advocate for new standards in this area. In addition to government regulation, privacy advocates and industry groups may propose new and different self-regulatory standards that apply to us. Any changes in such laws, regulations or standards may result in increased costs to our operations, and any failure by us to comply with such laws, regulations and standards may have a significant and negative impact on our business or reputation.

 

As a foreign private issuer under the rules and regulations of the SEC, we are exempt from a number of rules under the U.S. securities laws that apply to U.S.-based issuers and are permitted to file less information with the SEC than such companies.

 

We are a “foreign private issuer” under the rules and regulations of the SEC. As a result, we are not subject to all of the disclosure requirements applicable to U.S.-based issuers. For example, we are exempt from certain rules under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), that impose disclosure and procedural requirements related to the solicitation of proxies, consents or authorizations applicable to securities registered under the Exchange Act. In addition, we are not required to file periodic reports and consolidated financial statements with the SEC as frequently or as promptly as U.S.-based public companies. As a result, there may be less publicly available information concerning our company than there is for U.S.-based public companies. Furthermore, our officers and directors are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and related rules.

 

We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.

 

As a foreign private issuer, we are not required to comply with all the periodic disclosure and current reporting requirements of the Exchange Act and related rules and regulations. In the future, we would lose our foreign private issuer status if we failed to meet the requirements set forth in Rule 405 of the Securities Act of 1933, as amended (the “Securities Act”). If we were to lose our status as a foreign private issuer, we would become subject to the regulatory and compliance costs associated with being a U.S. domestic issuer under U.S. securities laws, rules and regulations and stock exchange requirements, which costs may be significantly greater than costs we incur as a foreign private issuer. We would be required under current SEC rules to prepare our consolidated financial statements in accordance with GAAP and modify certain of our policies to comply with corporate governance practices associated with U.S. domestic issuers; these requirements would be additional to, and not in place of, those under U.K. law to prepare consolidated financial statements under IFRS and comply with applicable U.K. corporate governance laws. If we do not qualify as a foreign private issuer, we will be required to file periodic reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive in certain respects than the forms available to a foreign private issuer. Such conversion and modifications will involve additional costs, both one-off in nature on conversion and ongoing costs to meet reporting in both GAAP and IFRS, which would reduce our operating profit. In addition, we may lose our ability to rely upon exemptions from certain corporate governance requirements on U.S. stock exchanges that are available to foreign private issuers. Therefore, the additional costs that we would incur if we lost our foreign private issuer status could have a significant and negative impact on our financial condition, operating results or cash flows.

 

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U.S. investors may have difficulty enforcing civil liabilities against our Company, our directors or members of senior management and the experts named in this Annual Report.

 

Most of our directors and the experts named in this Annual Report are non-residents of the United States, and all or a substantial portion of the assets of such persons are located outside the United States. As a result, it may not be possible to serve process on such persons or us in the United States or to enforce judgments obtained in U.S. courts against them or us based on civil liability provisions of the securities laws of the United States. There may be doubt as to whether the courts of England and Wales would accept jurisdiction over and enforce certain civil liabilities under U.S. securities laws in original actions or enforce judgments of U.S. courts based upon these civil liability provisions. In addition, awards of punitive damages in actions brought in the United States or elsewhere are likely to be unenforceable in England and Wales (an award for monetary damages under the U.S. securities laws may be considered punitive if it does not seek to compensate the claimant for loss or damage suffered and appears to be intended to punish the defendant). The enforceability of any judgment in England and Wales will depend on a number of criteria, including public policy, as well as the laws and treaties in effect at the time. The United States and the United Kingdom do not currently have any treaties providing for recognition and enforcement of judgments (other than arbitration awards) in civil and commercial matters.   

 

As an “emerging growth company” under the Jump Start Our Business Startups Act of 2012 (the “JOBS Act”), we are permitted to rely on exemptions from certain disclosure requirements, which could make our ordinary shares less attractive to investors.

 

We qualify as an “emerging growth company” as defined in the JOBS Act. For as long as we are deemed an emerging growth company, we may be exempt from certain reporting and other regulatory requirements that are applicable to other U.S. public companies. Subject to certain conditions set forth in the JOBS Act, if we choose to rely on such exemptions, we may not be required to, among other things: (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act; (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act; (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board (the “PCAOB”) regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis); or. (iv) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of our chief executive officer’s compensation to median employee compensation. We may take advantage of these provisions until the last day of our fiscal year following the fifth anniversary of the date of the first sale of our common equity securities pursuant to an effective registration statement under the Securities Act or such earlier time that we cease to be an emerging growth company. We cannot predict if investors will view our ordinary shares as less attractive because we may rely on these exemptions. If some investors find our ordinary shares to be less attractive, there may be a less active trading market for our ordinary shares, which could materially and adversely affect the price and the liquidity of our ordinary shares.

 

U.S. holders of our shares could be subject to material adverse tax consequences if we are considered a “passive foreign investment company” for U.S. federal income tax purposes.

 

We do not believe that we are a passive foreign investment company, and we do not expect to become a passive foreign investment company. However, our status in any taxable year will depend on our assets, income and activities in each year, and because this is a factual determination made annually after the end of each taxable year, there can be no assurance that we will not be considered a passive foreign investment company for the current taxable year or any future taxable years. If we were a passive foreign investment company for any taxable year while a taxable U.S. holder held our shares, such U.S. holder would generally be taxed at ordinary income rates on any sale of our shares and on any dividends treated as “excess distributions”. An interest charge also generally would apply based on any taxation deferred during such U.S. holder's holding period in the shares. See “Item 10.E. Taxation - Certain Material U.S. Federal Income Tax Considerations.”

 

ITEM 4. INFORMATION ON THE COMPANY

 

A. History and Development of the Company

 

VivoPower International PLC was incorporated on February 1, 2016 under the laws of England and Wales, with company number 09978410, as a public company limited by shares. At the time, it had subsidiaries in the United Kingdom (“U.K.”) and the United States of America (“U.S.”) and was, itself, a wholly-owned subsidiary of Arowana International Limited (“AWN”), an Australian public company traded on the Australian Securities Exchange under the symbol “AWN”.

 

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VivoPower is an international solar power producer that develops, owns and operates photovoltaic (“PV”) solar projects. VivoPower partners with long-term investors, suppliers and developers to accelerate the growth of its operating portfolio of solar projects. In addition, the Company provides critical energy infrastructure solutions to commercial and industrial customers throughout Australia.

 

On August 11, 2016, VivoPower entered into a Contribution Agreement with Arowana Inc., a Cayman Islands exempted company (“ARWA”), and AWN (as amended, the “Contribution Agreement”).

 

On December 28, 2016, we completed the transactions contemplated by the Contribution Agreement (the “Business Combination”), pursuant to which ARWA contributed cash to the Company in exchange for newly issued ordinary shares which shares were then distributed by ARWA to ARWA’s shareholders and warrantholders. Upon the closing of the Business Combination, we became a public company whose shares are listed on The Nasdaq Capital Market under the symbol “VVPR”.

 

Contemporaneously with the Business Combination, the Company completed the acquisitions of VivoPower Pty Limited (“VivoPower Australia”) and Aevitas O Holdings Pty Ltd., the parent of Aevitas Group Limited (“Aevitas”), for a total cash consideration of $10.1 million. We acquired VivoPower Australia for aggregate consideration of $23.1 million, consisting of $0.6 million of cash and the remainder in shares of VivoPower International PLC. Aevitas was acquired for a cash consideration of $9.5 million.

  

VivoPower Australia was established on August 8, 2014 as a proprietary limited company in Australia. The primary business activity of VivoPower Australia is to invest in the origination, development, construction, financing, operation and optimization of solar electricity generation and storage facilities in Australia. Its initial majority shareholder was Hadouken Pty Limited (an entity associated with VivoPower Australia management), with AWN subsequently acquiring an initial interest in VivoPower Australia on or around August 29, 2014 through its shareholding in the Arowana Australasian Special Situations Fund 1. Other shareholders included Aevitas, VivoPower Australia management as well as Arowana Energy Holdings Pty Ltd, a wholly-owned subsidiary of AWN. Following the Business Combination, 80.1% of VivoPower Australia’s ordinary shares are held by VivoPower International Services Ltd and 19.9% are held by Aevitas.

 

Aevitas O Holdings Pty Ltd was established on June 1, 2016 and is an Australian proprietary limited company. It held options to acquire 99.9% of the shares in Aevitas, an Australian unlisted public company established on February 28, 2013. The primary business activity of Aevitas is to provide solar energy and power generation solutions to over 650 active clients in New South Wales, Australia, including the design, supply, installation and maintenance of power and control systems, with an increasing focus on solar energy and storage, as well as energy efficiency products and strategies. 

 

VivoPower has 32 subsidiary and associated entities, including VivoPower Australia and Aevitas. See “Item 5.B. Liquidity and Capital Resources – Investing Activities” for a list of each subsidiary and its address.

 

Corporate and Other Information

 

Our registered office is located at 91 Wimpole Street, Marylebone, London W1G 0EF, United Kingdom. Our telephone number is +44-203-871-2800.

 

B. Business Overview

 

VivoPower is an international solar power producer that develops, owns and operates PV solar projects in a capital efficient manner. VivoPower partners with long-term investors, suppliers and developers to accelerate the growth of its portfolio of solar projects. In addition, the Company provides critical energy infrastructure solutions to commercial and industrial customers throughout Australia. Management analyzes our business in three reportable segments: Solar Development, Power Services, and Corporate Office. Solar Development is the development, construction, financing and operation of solar power generating plants. Power Services is represented by Aevitas operating in Australia and its focus on the design, supply, installation and maintenance of power and control systems. Corporate Office is the Company’s corporate functions, including costs to maintain Nasdaq public company listing, comply with applicable SEC reporting requirements, and related investor relations and is located in the United Kingdom. See Note 4.2 to our consolidated financial statements included herein for a breakdown of our financial results by reportable segment.

 

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Solar Development

 

Over the last six months, VivoPower has executed a strategic shift to prioritize its solar development initiatives in the United States and Australia, and to cease initiatives in Latin America, Europe and Asia. Importantly, the Company has determined that our previous strategy of acquiring developed solar projects from third-party developers to sell to long term owners (the “build, transfer, operate” or “BTO” model) was not sufficiently profitable due to increased competition from strategic and institutional investors seeking acquisitions directly from developers before commercial operations had begun.

 

We believe that a unique market opportunity exists in solar development as a result of three powerful trends: (i) an accelerating demand for solar power generation by energy users, fueled by continued declines in the Levelized Cost of Energy (“LCOE”), as well as the increasing Corporate Social Responsibility (“CSR”) requirements; (ii) continued reduction in the cost of developing, designing and constructing solar electrical generation facilities as well as commercial viability of new technologies such as battery storage; and, (iii) increased availability and reduced cost of institutional and corporate capital for solar projects.

 

Successful solar development requires an experienced team that can manage many work streams on a parallel path, from initially identifying attractive locations to completing on time and budget. This process involves achieving key milestones such as site control, permitting, interconnection and transmission, design and engineering, power marketing, equipment procurement and financing. We have the ability to identify attractive projects and the capacity to create value by controlling development and construction to ensure that projects are not only built on time and on budget but are also able to generate attractive returns to institutional investors.

 

Since long-term investors typically value projects on the basis of long term rates of return (IRR), the development profit that may be created by a developer is the difference between the cost to develop projects and the fair market value of such projects. We believe that successful project development results in a significantly lower cost basis than buying projects that are already developed.

 

With this approach, we believe that we can achieve attractive risk-adjusted returns in the current market, and we target a multiple of invested capital (“MOIC”) of approximately 1.75x - 2.00x. To achieve this return, we focus on managing capital in a disciplined manner during the early development stages and obtaining lower cost capital once projects achieve an advanced stage.

 

The stages of solar development can be broadly characterized as: (i) early stage; (ii) advanced stage; (iii) construction stage; and (iv) operations stage. Early stage development is primarily focused on securing site control, data collection, community engagement, preliminary permitting, and offtake analysis. We consider site control to be achieved once we have obtained purchase or lease options, easements or other written rights of access to the land necessary for the construction and operation of the solar project. This stage requires very little capital deployment, and we seek to have a broad set of development projects that have different characteristics to minimize project concentration risks.

 

During the mid-stage development period, we pursue the following stringent set of development criteria:

 

 

Transmission Interconnection Study. Identification of a point of interconnection to the transmission or distribution system, obtained a queue position with the relevant electric system operator and commenced or completed a system impact study (or equivalent). A system impact study and its approval by the relevant transmission or distribution system operator is a prerequisite to the design and construction of the facilities that will interconnect the solar project with the transmission or distribution system.

 

 

Solar Insolation Estimate (PVsyst). Obtained a PVsyst solar report, the solar industry standard software report, which gathers solar insolation information and incorporates the characteristics and design of the proposed solar project to create an expected energy output for the project.

 

 

Environmental Impact Study and Permitting. Completion of an environmental impact study (or equivalent) as a prerequisite to obtaining the key permits necessary for the construction and operation of our project. Depending on the size and location of the project, we generally initiate the studies needed for an environmental impact study approximately 18 months prior to the anticipated construction start date and receive the material permits shortly before financing close and start of construction. To consider this milestone completed, we will have either finished an environmental impact study or received the material permits for the construction and operation of our solar project.

 

21

 

 

Once achieving mid-stage development criteria, a project is considered to be at an advanced stage, which indicates a high degree of confidence for successful completion. The most important goal of this stage is to obtain a revenue contract to sell power to a credit worthy counterparty, usually through a Power Purchase Agreement (PPA), which supports third-party financing. Long-term PPAs range from 10-25 years with creditworthy off takers, typically obtained by responding to requests for proposals or conducting bilateral negotiations with utility, commercial, industrial, municipal, or financial enterprises. In certain markets with liquid electricity trading, it is possible to enter into financial hedges to support a minimum price of power sold into such markets.

 

Once achieving an advanced stage, a project will enter the construction stage. During this stage, key contracts such as the PPA and interconnection agreements are finalized and executed. Estimated costs to build and operate the project are determined with selected contractors, internal technical resources and engineers. All the definitive contracts between the projects, financing parties and the EPC firm who will build the project may be executed, and the construction is completed, so that the project can be commissioned and interconnected to the grid, achieving its commercial operations date (“COD”) under the PPA.

 

Once achieving COD, the operational stage begins, and the project generates electricity and sells power. During this phase, VivoPower may provide ongoing services encompassing operations, maintenance and optimization of these solar plants pursuant to long-term contracts. In addition, if a minority equity stake is retained, VivoPower may realize revenues from the sale of power.

 

From a capital perspective, each phase of development requires a different level of capital commitment, which we manage carefully to minimize our risks and to maximize our returns, as follows:

 

 

Early stage development generally requires deployment of capital in an amount up to 2% of the eventual cost of building the project, and is typically funded by VivoPower’s corporate working capital;

 

 

Advanced stage development, which can be partly funded by co-development capital partners of VivoPower, generally requires deployment of capital in an amount up to 10% of the eventual cost of building the project;

 

 

Construction Stage development requires funding for 100% of the cost of building the project, which funding may be arranged and/or obtained by VivoPower from a variety of capital sources, including construction loans, tax equity investments, as well as construction equity investments, in an amount that depends on debt capacity of the project among other factors; and,

 

 

The Operations Stage requires no additional funding, although the construction stage financing may be refinanced with lower cost and longer-term debt, depending on market conditions.

 

VivoPower takes an opportunistic approach to solar development and engages with capital partners at various stages of the development process, depending on the specific project. Some or all of the below may be applicable to any particular project, and in any given reporting period we may be reporting some, none, or all of these revenues:

 

 

Gains on the sale of some or all of VivoPower’s equity interests in projects, typically at the advanced, construction, or operations stage. Considerable value is added throughout the process from initial identification of a development project to a project with an agreed PPA and interconnection agreement with the utility. Sale of equity interests at this stage generates a gain on sale of an investment asset, which recognizes the increase in value of a late-stage project over an early stage project.

 

 

Development fees are earned by VivoPower to manage the construction of the project on behalf of project investors. As noted above, when a project enters the construction stage and the majority or all the equity has been sold to investors, we enter into a development services agreement with the investors to provide development services in consideration for a development fee. The specific development services generally include, among other services: (a) assistance in dealing with customers, the utility, governmental agencies, local organizations, and other parties; (b) coordination of contractors, suppliers, consultants and others participating in the design or installation of the project; (c) coordination of independent engineers, environmental consultants and title reviews for assessment of project feasibility; (d) administration and management of the project in accordance with the EPC agreement and any other supply or installation contracts; (e) preparation and submission of construction loan advances or other payments under the lending arrangements for the project; and, (f) and other services.

 

22

 

 

 

Asset management fees are earned by VivoPower from contracts with project investors to manage all aspects of the on-going project operation for them. This involves care and maintenance of the asset, monitoring and reporting generation, invoicing under the PPA, payment of suppliers, maintaining accounts and producing financial reports as required.

 

 

Revenue from power generation is earned by VivoPower where an equity stake is retained in the project. The Company’s proportionate share of generation revenue, less operating and financing costs, is distributed on a periodic basis and is recognized in revenue.

 

 

Sale of Solar Renewable Energy Certificates (“SRECs”) and Large-scale Generation Certificates (“LGCs”). In certain jurisdictions within the United States, power generated from solar creates SRECs, which are certifications attached to each megawatt-hour of electricity verifying that it was produced from renewable source. SRECs can be separated from the power produced by generation and bought and sold on the open market. The end users of these SRECs fall into two major categories: (i) companies or organizations that use them to meet their sustainability targets regarding use of energy from renewable sources; and (ii) regulated enterprises such as Load Serving Entities (“LSEs”) that must meet renewable compliance requirements. The Company, through its wholly-owned subsidiary, VivoRex, LLC, has contracts to purchase all of the SRECs produced by two of the Company’s developments in North Carolina completed in 2017. The SRECs are then sold with a view to generating a profit on them, which increases the return on the project for investors. In Australia, LGCs play a similar role to SRECs in creating additional revenue from renewably-generated energy.

 

United States

 

In 2016, the Company developed its first two major solar projects, located in North Carolina, United States, known as NC-31 and NC-47 (together the “NC Projects”). VivoPower acquired 100% of these projects on June 14, 2016, and August 29, 2016, respectively. On July 29, 2016, and October 25, 2016 and prior to commencement of construction, third-party investors acquired the majority of these projects, with the Company retaining a 14.5% and 10.0% non-controlling equity interest in NC-31 and NC-47, respectively (“Residual Interests”). The Company invested $18.1 million in the year ended March 31, 2017 and an additional $3.5 million in the year ended March 31, 2018 in these projects, for a total cost of $21.6 million related to the Residual Interests. The Company entered into a development services agreement with the investors for each project, with development fees agreed of $11.6 million and $13.8 million, for the NC-31 and NC-47 projects, respectively. The first of the NC Projects, NC-31, became fully operational in March 2017, and the second, NC-47, followed in May 2017. As development fee revenue is recognized on a percentage completion basis as the value is accrued by the end user over the life of the contract, $24.6 million of development fee revenue was recognized in the year ending March 31, 2017, with the remaining $0.8 million recognized in year ended March 31, 2018. Subsequent to March 31, 2018, the Company sold the Residual Interests to the majority investor in the projects (see “Item 5. Operating and Financial Review and Prospects - A. Operating Results - Impairment of Assets for further details).     

 

Pursuant to our strategy, in April 2017, we used the proceeds of our development profit related to the NC Projects for the acquisition of a 50% interest in a joint venture (the “ISS Joint Venture”) with the early-stage solar development company, Innovative Solar Systems, LLC from whom we had initially acquired the NC Projects. The ISS Joint Venture owns a diversified portfolio of 38 utility-scale solar projects in 9 different states, representing a total electricity generating capacity of approximately 1.8 gigawatts DC. As the projects in the ISS Joint Venture reach an advanced stage, the manager of the ISS Joint Venture must first present them to VivoPower under a right of first refusal to purchase such projects from the ISS Joint Venture at a fixed price. It is expected that the first project will become development ready and be presented to the Company under the right of first refusal for potential acquisition in July 2018. VivoPower anticipates that the ISS Joint Venture will provide the opportunity to generate revenues and profits for several years as the individual projects in the portfolio mature. Furthermore, we believe that the value of the projects in the portfolio will increase given the Company’s belief that solar equipment and installation costs will continue to fall at a rapid rate, which would increase the revenue the Company could generate from the projects.

 

Under the terms of the ISS Joint Venture, the Company committed to invest $14.9 million in the ISS Joint Venture for a 50% equity interest in the portfolio of 38 projects, an amount which included $0.8 million in potential brokerage commissions that have not been required and which have been credited towards the Company’s commitment. In addition, an initial capital contribution of $0.5 million was made on behalf of the Company by a top-tier U.S.-based solar EPC firm, in consideration for a right to provide certain engineering services related to the ISS Joint Venture portfolio projects. The $14.9 million commitment is allocated to each of the 38 projects based on monthly capital contributions determined with reference to completion of specific project development milestones under an approved development budget for the ISS Joint Venture. The Company contributed to the ISS Joint Venture an additional $12.4 million of the $14.9 million commitment over the course of the year ended March 31, 2018, which after giving effect to the payment by the EPC firm and a proportionate amount of the commission credit, left a remaining capital commitment at March 31, 2018, of $1.3 million, which is recorded in trade and other payables.

 

23

 

 

The projects within the ISS Joint Venture are currently all in early stage or advanced stage development and are expected to be sold, constructed, and/or to commence operation during the next three fiscal years. Substantially all of these identified projects are located in attractive energy markets and in areas that we have determined have acceptable solar resources and other attractive project characteristics. For all the projects, the ISS Joint Venture has secured control of the land necessary to construct the solar facilities, identified transmission interconnection and established a strategy to obtain PPAs.

 

The following chart sets forth the ISS Joint Venture solar projects in development and indicates the key development criteria that have been met for each solar project: 

 

US Solar Portfolio Development Milestone

 

Project

State

Capacity (MW)

Land Control

PVSyst

Environmental

Impact Study

System Impact

Study

Interconnection

Executed

PPA Executed

 

             

 

FY2019 Solar Projects

 

           

 

IS 211

WA

54

 

 

IS 137

TX

27

     

 

IS 75

TX

55

   

 

 

IS 165

TX

62

     

 

Subtotal

 

198

 

 

 

 

 

 

 

             

 

FY2020 Solar Projects

 

           

 

IS 145

TX

62

   

 

 

IS 330

FL

41

   

 

IS 320

CO

41

 

 

IS 168

FL

43

   

 

IS 144

TX

82

   

 

 

IS 78

FL

75

 

 

IS 86

GA

27

 

 

IS 341

TX

27

     

 

IS 83

GA

27

 

 

IS 207

TX

83

     

 

IS 239

CO

55

 

 

 

IS 305

TX

41

     

 

IS 339

OK

69

   

 

 

IS 111

GA

27

 

 

IS 244

KS

34

   

 

 

IS 107

TX

87

     

 

IS 177

TX

34

   

 

 

IS 90

GA

27

 

 

IS 267

OK

41

   

 

 

IS 195

TX

41

     

 

IS 229

KS

69

   

 

 

IS 84

SC

30

 

 

Subtotal

 

1,066

 

 

 

 

 

 

 

             

 

FY2021 Solar Projects

 

           

 

IS 88

NM

87

 

 

 

IS 112

GA

20

 

 

IS 307

TX

50

 

 

 

IS 76

SC

21

   

 

IS 291

KS

34

   

 

 

IS 371

CO

86

   

 

IS 129

SC

26

 

 

 

IS 269

CO

55

   

 

IS 132

SC

26

 

 

 

IS 276

TX

50

   

 

IS 370

WA

74

 

 

 

Subtotal

 

528

 

 

 

 

 

 

 

             

 

Total US Pipeline

1,793

 

 

 

 

 

 

 

Australia

 

In addition to its U.S. solar assets, VivoPower has developed and acquired a diverse portfolio of operating solar projects in Australia, totaling 2,738 kilowatts across 81 sites in every Australian state and the Australian Capital Territory. VivoPower’s Australia projects are fully-contracted with high-quality commercial, municipal and non-profit customers under long-term power purchase agreements.

 

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In May 2017, to further support our strategy in Australia, VivoPower entered into an alliance agreement with ReNu Energy Limited (ASX: RNE) of Australia, pursuant to which ReNu Energy has a right of first offer to acquire solar projects originated by VivoPower in Australia below 5 megawatts in size (the “Alliance Agreement”) for the five-year term of the agreement, which may be extended by VivoPower for a further five years. Under the terms of the Alliance Agreement, ReNu Energy will pay an annual alliance fee calculated based on the total megawatts of projects acquired from VivoPower within the prior five-year period. For each project acquired, ReNu Energy will also pay an up-front origination fee to VivoPower and will generally enter into a long-term agreement under which VivoPower will provide asset management services.

 

In September 2017, VivoPower announced the sale of the 600-kilowatt Amaroo Solar PV Project, the largest rooftop solar project in the Australian Capital Territory, to ReNu Energy for a total purchase price of $1.9 million, and the sale was completed in February 2018. VivoPower continues to operate and manage the Amaroo Solar PV Project on behalf of ReNu Energy, in addition to operating all of our owned projects across the country.

 

VivoPower continues to opportunistically pursue attractive monetization opportunities for its operating Australian assets, through both third-party sales as well as potential alternative methods, such as asset securitization.

 

In addition to the owned and operating projects, VivoPower is continuing to develop and finance new solar projects throughout Australia, both individually and with experienced partners. In January 2018, VivoPower, in partnership with leading Australian solar installer, Autonomous Energy, was appointed as a preferred supplier for solar power purchase agreements for the New South Wales state and local government, enabling government councils and other organizations to acquire solar goods and services from VivoPower. In February 2018, VivoPower signed a term sheet for the development of a portfolio of utility-scale solar projects in New South Wales, to total 50 megawatts or more, with an established Australian engineering partner. VivoPower is involved in discussions with numerous large corporate and municipal electricity offtakers throughout Australia for the development of medium-to-large scale behind-the-meter and utility-scale solar PV projects to help those customers meet their renewable energy procurement goals. In many cases, VivoPower is working with Aevitas for the design, engineering and construction of these new solar PV projects. Our relationship with Aevitas positions us favorably against competing solar developers in Australia who must contract with independent EPC firms for the construction of their solar projects.

 

Power Services

 

VivoPower, through its wholly-owned Australian subsidiary, Aevitas, also provides critical energy infrastructure generation and distribution solutions including the design, supply, installation and maintenance of power and control systems, with an increasing focus on solar, renewable energy, and energy efficiency. Aevitas has a large and diverse customer base in excess of 650 active commercial and industrial customers and is considered a trusted power adviser. Aevitas is located in the Hunter Valley and Newcastle region, which is the most densely populated industrial belt in Australia, and which has amongst the most expensive power prices in the country. Aevitas was formed in 2013 through the acquisitions of J.A. Martin Pty Limited (“J.A. Martin”) and Kenshaw Electrical Pty Limited (“Kenshaw”), and was acquired by VivoPower in December 2016. Structural and cyclical factors have created a strong operating environment for Aevitas, particularly the strong growth in infrastructure investing and a recovery in the mining sector.

 

VivoPower is seeing the benefits of the acquisition of Aevitas in terms of leveraging its longstanding relationships with an extensive base of commercial and industrial customers to originate behind-the-meter solar projects and convert these opportunities into development revenues. In addition, the Alliance Agreement signed with ReNu Energy Limited is expected to enhance our ability to transfer projects for which we can provide ongoing power services.

 

Aevitas has several core competencies, encompassing a range of electrical, mechanical and non-destructive testing services, including:

 

 

Switchboards & Motor Control Centres (“MCCs”): includes supply and design of switchboards and MCCs, the core of any electrical distribution network;

 

 

Power Generation & Distribution: includes the design, supply, installation and maintenance of standby generators, control systems and switchboards;

 

 

Electric Motors: includes design of customized motor solutions to fit legacy infrastructure and advice on the latest energy efficient motors; and,

 

 

Non-Destructive Testing: includes electrical and mechanical preventative and diagnostic testing services including solar panel arrays.

 

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J.A. Martin

 

Founded in 1968, J.A. Martin is a specialized industrial electrical engineering and power services company that has been servicing the largest commercial and industrial belt in Australia, the Newcastle and Hunter Valley region in NSW, for more than 50 years.

 

J.A. Martin operates from three premises in New South Wales, including a factory in Newcastle which manufactures, and services customized industrial switchboards and motor control centers. It has two office and workshop facilities, in the Hunter Valley for servicing the infrastructure, mining and industrial sectors, and in the Liverpool Plains for servicing customers in the infrastructure and mining sectors.

 

J.A. Martin has several core competencies, which include: customized industrial switchboard and motor control center design, manufacture and maintenance; industrial electrical engineering, project management for mining, infrastructure and industrial applications; solar farm electrical contracting and EPC; electrical maintenance and servicing (with a service fleet of 70 service vehicles); and, industrial, mining and infrastructure CCTV and data cabling.

 

The Australian solar generation market is demonstrating a strong growth profile. Bloomberg New Energy Finance (“BNEF”) predicts that investment in large-scale solar will total $2.3 billion in 2018. In addition, there is significant growth of behind the meter ground mount and roof-top solar installations as commercial, industrial and government entities respond to concerns about energy security and costs by embracing cheaper solar power solutions. J.A. Martin has recently completed the provision of electrical installation and services for two new solar farms (totaling 4.8 megawatts and 9.7 megawatts, respectively). J.A. Martin is now approved by the Clean Energy Council (CEC) to be able to complete the entire EPC process, not just the electrical component, and is very well positioned competitively to leverage the strong growth outlook for Australian solar.

 

Kenshaw

 

Founded in 1981, Kenshaw has a unique mix of electrical, mechanical and non-destructive testing capabilities for customers across a broad range of industries, operating from its base in Newcastle, New South Wales. Kenshaw’s success has been built on the capability of its highly skilled personnel to be able to provide a wide range of power generation solutions, products and services across the entire life-cycle for electric motors, power generation, mechanical equipment and non-destructive testing. From the head office in Newcastle, Kenshaw’s engineers provide regular and responsive service to long-standing clients ranging from data centers, mining and agriculture to aged care, hospitals, transport and utility services.

 

Kenshaw has several core competencies, which include: generator design, turn-key sales and installation; generator servicing and emergency breakdown services; customized motor modifications; non-destructive testing services including crack testing; diagnostic testing such as motor testing, oil analysis, thermal imaging and vibration analysis; and, industrial electrical services.

 

A key market for Kenshaw is the data center sector and we are benefiting from this growth through its long-term relationship with one of Australia’s leading data center companies, Canberra Data Centre (CDC). Kenshaw has been engaged by CDC since 2012 to install and maintain generators, a capability that Kenshaw is leveraging with other data centers.

 

A second market for Kenshaw is the growth in aged care facilities, which, according to a 2015 Intergenerational Report by the Australian Treasury Department, is expected to require the development of approximately 76,000 new locations by 2024 in order to meet demand, as the number of Australians aged 65 years and over is forecast to more than double over the next 40 years. Kenshaw has built up significant experience through servicing longstanding customers such as Hunter New England Health, Anglican Care, and BUPA for which it delivers customized back up power solutions and services as well as generator and thermal imaging services.

 

While maintaining and growing its core competency in power generation, Kenshaw is working to extend its strategy to include battery storage solutions. Battery storage is rapidly becoming commercially viable and will shortly become a standard feature in both solar and other commercial applications. BNEF reports that more than five gigawatts of storage projects were initiated in Australia during 2017 and expects the market to continue to grow strongly. Accordingly, Kenshaw is evaluating a number of battery manufacturers to seek preferred supplier arrangements and commence revenue generation.

 

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Industry Background

 

Solar power is the world’s largest potential energy source and is the fastest-growing form of renewable energy. Between 2003 and 2017, cumulative installed solar capacity increased at an average annual growth rate of 43%, according to the International Energy Agency (“IEA”) [2018 Snapshot of Global Photovoltaic Markets] and the European Photovoltaic Industry Association (“EPIA”) [Global Market Outlook for Photovoltaics 2014-2018]. Yet, solar energy’s contribution to global energy generation remains insignificant, contributing less than 2% globally, even as panel costs have dropped more than 92% over the same period, according to BNEF [Q12018 Global PV Market Outlook].

 

As noted above, battery storage is rapidly becoming commercially viable and will shortly become a standard feature of our solar projects. VivoPower is actively evaluating battery storage technology in all of our potential solar projects. We believe that battery storage will help lower grid-wide peaks, smooth intraday variations and accelerate the reduction of fossil-fueled generation, and replace it with cleaner emission-free renewable energy.

 

As a result, we believe this is a pivotal moment in the acceleration of energy industry change. Commercial and industrial customers worldwide have recognized the economic and strategic benefits of shifting their power source to low carbon generation. Appetite for renewable energy among corporations is increasing quickly, as demonstrated by the organization RE100. RE100 is a collection of 122 major global corporations that have committed to source 100% of their power from renewable energy by a specified year. RE100 members collectively represent approximately 159 terawatt-hours (“TWh”) of annual demand. Furthermore, Deutsche Bank opined in a July 19, 2017, report entitled “Global Solar Demand Scenario Analysis 2017-22,” on the demand for corporate PPAs saying, “Corporate renewable energy demand is roughly 1-3 gigawatts per annum today. However, we believe this market could grow into a 5-10 gigawatt market in the next 5 -10 years driven by a combination of growing momentum among corporate buyers and positive policy developments encouraging corporate buyers. Moreover, if self-generation reaches 10% for the global industrial and commercial sectors, and solar accounts for half of the incremental demand, this can create 350 gigawatts of incremental demand for solar.”

 

In addition, demand for renewable energy among utilities continues to expand, as utilities respond both to the increasing cost-effectiveness of solar electricity as well as applicable renewable energy portfolio standards and similar mandates and incentives.

 

At the same time, strategic and institutional investors increasingly view investments in solar power projects as providing attractive opportunities, which has increased the availability of capital for the deployment of solar power generating capacity. Enabled by strong capital availability and decreasing input costs, the solar industry is growing quickly, with VivoPower’s platform sitting at what we believe is a high growth position in the industry’s value chain. While we currently focus on solar energy applications, we plan to continue to evaluate other types of power generation as well as energy efficiency and storage for possible deployment and/or investment. According to BNEF New Energy Outlook 2018, the cost of lithium-ion batteries has fallen 79% (from $1000/kWh to $209/kWh) since 2010 on a dollar per kWh basis. As these technologies continue to mature, we believe that VivoPower will be able to opportunistically expand its investments to continue its growth.

 

Our Current Markets

 

United States

 

The U.S. utility scale electric fleet generated 4,014,804 thousand megawatt hours (“MWh”) of electricity in 2017 according to IEA data. Approximately 30.1% of this was generated from coal-fired power stations, with gas-fired power stations contributing approximately 31.7% of generation. FERC data for utility scale generation plants of 1 megawatt or greater capacity shows that the U.S. had 1,186 gigawatts of installed generating capacity at the end of April 2018. Of this installed capacity, solar represented just 2.8%. However, FERC data shows that solar is the fastest growing utility scale generation type, with the installed base of utility scale solar plants of 1 megawatt or greater expanding at a compound average annual growth rate of 59% from 2010 to 2018.

 

U.S. Policy Initiatives to Encourage Solar

 

The U.S. has in place many incentives to encourage installation of renewable energy. The principal federal incentives as they relate to solar include:

 

 

Federal Investment Tax Credit (“ITC”): The ITC confers a tax credit of 30% of the eligible solar energy property basis at the time the solar generating facility is placed in service for tax purposes. The 30% ITC rate reduces in 2020 to 26%, 22% for 2021 and 10% for 2022 and years thereafter.

 

27

 

 

 

Modified Accelerated Cost Recovery System Depreciation (“MACRS”): MACRS allows an acceleration of eligible expenditure on solar energy property basis over a period of five years, notwithstanding that the economic life of a solar PV generation facility may be well over twenty-five years.

 

The principal state based solar incentives include:

 

 

Renewable Portfolio Standards (“RPS”): RPS are state based programs typically mandating electricity providers to produce or purchase a minimum level of renewable energy as part of their electricity sales mix. A total of 29 states and the District of Columbia presently have binding RPS in place.

 

 

A feature of many state based RPS programs is the use of Renewable Energy Credits (“RECs”) to provide a price signal to incentivize solar capacity installation. RECs enable an electricity provider who has insufficient renewable generation to meet their RPS obligation by buying credits.

 

 

Feed-in-Tariffs (“FIT”): Currently 6 states have FITs in place. FITs typically apply to distributed solar facilities connected to the electrical grid. They allow a solar facility owner to sell excess electricity produced back to the distribution grid. Solar FIT rates can vary depending on the time of day.

 

 

Net Metering: Net metering typically applies to distributed solar facilities connected to the electrical grid. Net Metering allows a customer to net surplus production from their solar systems against their consumption of electricity from the grid.

 

Australia

 

Australia possesses some of the highest solar insolation in the world. According to the Australian Department of Industry, Innovation and Science, solar PV has been the most rapidly expanding renewable energy source in the country over the last ten years, growing by 59% per year on average. However, this was from a low base and solar remains a relatively small contributor to Australia’s energy mix. Per BNEF, in 2016 about 10.1 terawatt-hours of electricity was generated from solar PV technologies representing only 4.2% of Australia’s total electricity generation and Australia is still highly reliant on heavily polluting coal generation, contributing 154 terawatt-hours or 63% of total electricity generation in 2016 [BNEF Australia County Profile]. 

 

According to BNEF, Australia installed 1.2 gigawatts of solar PV in 2017 and reached a cumulative installed capacity of 7.1 gigawatts, the vast majority of which has historically come in the form of small-scale residential and commercial roof-top systems. BNEF projects solar capacity additions in 2018 and 2019 of 1.2 gigawatts and 2.7 gigawatts, respectively [BENF 2018 Australia Energy Market Outlook]. Unlike in the past, a significant proportion of this growth is expected to come from large, utility-scale solar PV installations, with 3.6 gigawatts of utility-scale capacity expected to be added between 2018 and 2019 compared to 2.4 gigawatts of small-scale projects over the same period.

 

Customers

 

Solar Development – In this segment, we serve three categories of customers. The first category is buyers of electricity from our power plants, which consists mainly of local utilities and electricity retailers, along with commercial, industrial, and municipal customers through long-term, fixed-price PPAs. Our ability to generate revenue and profits depends on our ability to secure such PPAs for our projects and the timely payment of such parties under the PPAs. The second category is suppliers and service providers such as engineering, procurement and construction companies with whom we work to complete the development and construction of our solar projects. The third category is providers of long term equity capital to finance the solar projects that we develop, which includes strategic companies and passive institutional investors.

 

Power Services – Through Aevitas, we have over 650 commercial and industrial customers primarily in New South Wales, Australia. Our customers are in a wide range of industries, with a meaningful number in manufacturing, mining, data center, hospitals, and solar, all of whom rely on our products and services for essential energy infrastructure.

 

Suppliers

 

Solar Development - Our solar equipment supply strategy is based on maintaining strong relationships with leading providers of solar modules, inverters, trackers and other solar equipment. Our main solar equipment suppliers include Canadian Solar, SMA, PV Hardware, and NEXTracker. Other important suppliers for us include engineering, procurement and construction companies, such as DEPCOM and Gran Solar. We also utilize service providers to provide operations and maintenance services at our project sites. Our ability to finance and build solar power plants profitably depends on our capability to secure equipment contracts on attractive terms with such suppliers of modules, inverters and other equipment.

 

28

 

 

Power Services - Our product supply strategy is based on supplying quality reliable products competitively.

 

 

J.A. Martin – We utilize our strong business relationships with our many suppliers, such as Schneider Electric and NHP Electrical Engineering Products. These relationships are integral to the realization of our commercial goals and our ability to meet the demands of our customers in a very competitive marketplace.

 

 

Kenshaw – Our relationships with our primary suppliers enables us to sell and service their equipment as dealers or agents. We are a primary supplier and service agent for Cummins generators and WEG electric motors. Kenshaw also maintains long term relationship with other equipment manufacturers such as Toshiba and FG Wilson. This allows us to offer a complete solution to our clients with flexibility of product choice. While equipment manufacturers are vital to our success, it is the working relationships with all of our suppliers that allows us to maintain our competitive advantage in delivering orders and projects.

 

Intellectual Property

 

The agreements we enter into with suppliers generally permit us to use the intellectual property required to operate the solar power plants we develop or sell and service the product lines we represent. We are not otherwise significantly dependent on the intellectual property of third parties.

 

Our business is not dependent on patents or licenses. We do not currently have a material dependence on any one industrial, commercial or financial contract with suppliers or customers and we are similarly not dependent on any new manufacturing processes.

 

Seasonality

 

Solar Development - The revenue generated by our projects is principally dependent on the number of megawatt hours generated in a given time period. The quantity of electricity generation from a solar power project depends heavily on insolation conditions, which are variable from season to season and year to year. In addition, PPAs often have different rates for summer and non-summer periods. Accordingly, variability and seasonality in insolation may cause our revenues from power generation and sales of SPECs and LGCs to vary significantly from period to period. We base our decisions about which projects to acquire and develop as well as our electricity generation estimates, in part, on the findings of long-term insolation and other studies conducted on the project site and its region, which involve uncertainty and require us to exercise considerable judgment. We may make incorrect assumptions in conducting these insolation and other meteorological studies. Any of these factors could cause our projects to generate less electricity than we expect and reduce our revenue from electricity, SREC and LGC sales, which could have a material adverse effect on our business prospects, financial condition and results of operations. Variability or seasonality in electricity generations generally will not have a significant effect on revenues we earn from the gain on sale of investments, development fees, or asset management fees.

 

Power Services – There is no material seasonality which impacts this business.

 

Competition

 

Solar Development - The solar energy development industry is highly competitive. Competition within the industry is intense and can be expected to continue to increase. Some of our competitors have substantially more operating experience, access to financial, engineering, construction, business development or other resources important for solar energy development, larger footprints or brand recognition. We compete with energy and infrastructure funds and renewable energy companies and developers, as well as conventional power companies, to acquire, invest in and develop energy projects. Competition in the solar energy sector can be significantly affected by legal, regulatory and tax changes, as well as environmental and energy incentives provided by governmental authorities. 

 

We believe that we can compete successfully with other market participants through our ability to source attractively-structured projects that will provide recurring long-term cash flows, enabling us to obtain access to competitively priced project financing and strong partner relationships. Some of the key attributes of our projects include long-term fixed priced PPAs, a diversified market across different geographies and regulatory environments; and cutting-edge solar technology and equipment utilized in our projects. Further contributing to our competitive strength is our approach to screening projects that offer attractive PPAs with creditworthy counterparties, as well as our significant in-house engineering expertise in both our Solar Development and Power Services businesses.

 

29

 

 

Currently, generators of renewable energy in the U.S. benefit from a range of federal, state and local governmental incentives and attributes that include, for example, the ITC. The ITC was extended in 2015, resulting in an extended expiration date for tax credits for solar facilities commencing construction before 2020 with a phase down period culminating in a permanent 10% tax credit level beginning in 2022. The ITC is a key incentive that drives deployment of solar energy projects in the United States. In Australia, generators of renewable energy benefit from a number of federal- and state-level incentives, most notably the sale of LGCs as prescribed by the national Renewable Energy Target (“RET”).

 

Key competitive considerations in the market for solar power plants include the following:

 

PPA rates

 

Availability of incentives

 

Savings on electricity costs

 

Cost and speed of installation

 

Electricity production of the power plant

 

Strength of alliance relationships

 

Availability and terms of project financing for construction of power plants

 

Reputation among customers, project finance investors and industry partners

 

Customer service

 

Power Services – We operate in a highly competitive marketplace, and thus our customers consistently assess price, delivery, service levels and quality. Competition is generally with OEMs, wholesalers, and other companies with similar capabilities as us. Other competitive considerations in this segment are:

 

 

Delivery lead times of products, services and projects;

 

Customer market awareness and misinformation around inferior quality products;

 

Degree to which a product requires customization or is unique; and,

 

Aggressive margins and tactics from competitors.

 

We actively work to secure contracts and long-term agreements with major customers and service clients to maintain a base continuous revenue stream. This base allows the opportunity to target major projects as opportunities arise.

 

Regulatory Matters

 

Solar Development - Our business is affected by various regulatory frameworks, particularly ones relating to energy and the environment. These include the rules and regulations of the FERC, the U.S. Environmental Protection Agency, regional organizations that regulate wholesale electrical markets, state agencies that regulate energy development and generation and environmental matters, and foreign governmental bodies that occupy roles similar to the foregoing.

 

Our business is also affected by various policy mechanisms that have been used by governments to accelerate the adoption of solar power or renewable energy technologies generally. Examples of such policy mechanisms include rebates, performance-based incentives, feed-in tariffs, tax credits, accelerated depreciation schedules and net metering policies. In some cases, such mechanisms are scheduled to be reduced or to expire, or could be eliminated altogether. Rebates are provided to purchasers of solar systems based on the cost and size of the purchaser’s solar power system. Performance-based incentives provide payments to a solar system purchaser based on the energy produced by their solar power system. FITs pay solar system purchasers for solar power system generation based on energy produced at a rate that is generally guaranteed for a period of time. Tax credits and accelerated depreciate schedules permit an owner of a solar project to claim applicable credits and deduct depreciation from income on an accelerated basis on their tax returns. Net metering policies allow customers to deliver to the electric grid any excess electricity produced by their on-site solar power systems, and to be credited for that excess electricity at a rate that is often at or near the full retail price of electricity.

 

In addition, many states in the U.S. and Australia have adopted renewable portfolio standards or similar mechanisms which mandate that a certain portion of electricity delivered by utilities to their customers come from eligible renewable energy resources. Some states significantly expanded their renewable portfolio standards in recent years.

 

Our business is also affected by trade policy and regulations. Examples include tariffs on solar modules and solar cells, such as the tariffs discussed above under “Item 3. Key Information – D. Risk Factors - U.S. tariffs that went into effect in 2018 could have a material adverse effect on our ability to successfully develop, and realize revenue from, projects in our ISS Joint Venture portfolio and, therefore, could have a significant and negative effect on our results of operations in general.” Such tariffs can have a significant impact on the pricing and supply of solar cells and solar modules.

 

30

 

 

Power Services – We continuously review our operations to ensure compliance with statutory requirements, including all applicable federal, state and local government regulations. There are no material government regulation affecting this business.

Government Subsidies

 

Solar Development - Solar energy generation assets currently benefit from, or are affected by, various national, state and local governmental incentives and regulatory policies. If any of the laws or governmental regulations or policies that support renewable energy change, or if we are subject to new and burdensome laws or regulations, such changes may have a material adverse effect on our business, financial condition, results of operations and cash flows.

 

Power Services – There are no government subsidies applicable to this business.

 

JOBS Act

 

In April 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for an “emerging growth company.” As an “emerging growth company,” we have irrevocably elected not to take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to not take advantage of the extended transition period for complying with new or revised accounting standards is irrevocable. In addition, we are in the process of evaluating the benefits of relying on the other exemptions and reduced reporting requirements provided by the JOBS Act.

 

Subject to certain conditions set forth in the JOBS Act, if as an “emerging growth company” we choose to rely on such exemptions, we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), or (iv) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of our chief executive officer’s compensation to median employee compensation.

 

These exemptions will apply for a period of five years following the completion of the Business Combination or until we no longer meet the requirements of being an “emerging growth company,” whichever is earlier.

 

C. Organizational Structure

 

VivoPower has 32 subsidiaries and associate undertakings (collectively with VivoPower, “the Group”). The following list shows the Company’s shareholdings in subsidiaries, associate and joint ventures owned directly and indirectly as at March 31, 2018.

 

Subsidiaries

Incorporated

% Owned

Purpose

VivoPower International Services Limited

Jersey

100%

Operating company

VivoPower International Holdings Limited

United Kingdom

100%

Dormant

VivoPower USA, LLC

United States

100%

Operating company

VivoRex, LLC

United States

100%

Operating company

VivoPower US-NC-31, LLC

United States

100%

Holding company

VivoPower US-NC-47, LLC

United States

100%

Holding company

VivoPower (USA) Development, LLC

United States

100%

Holding company

VivoPower Pty Limited

Australia

100%

Operating company

VivoPower WA Pty Limited

Australia

100%

Operating company

VVP Project 1 Pty Limited

Australia

100%

Holding company

VVP Project 2 Pty Limited

Australia

100%

Dormant

Amaroo Solar Tco Pty Limited

Australia

100%

Holding company

Amaroo Solar Hco Pty Limited

Australia

100%

Holding company

Amaroo Solar Fco Pty Limited

Australia

100%

Holding company

Amaroo Solar Pty Limited

Australia

100%

Operating company

SC Tco Pty Limited

Australia

100%

Holding company

SC Hco Pty Limited

Australia

100%

Holding company

SC Fco Pty Limited

Australia

100%

Holding company

SC Oco Pty Limited

Australia

100%

Operating company

ACN 613885224 Pty Limited

Australia

100%

Dormant

Juice Capital Fund 1 Pty Limited

Australia

100%

Holding company

Aevitas O Holdings Pty Limited

Australia

100%

Holding company

Aevitas Group Limited

Australia

99.9%

Holding company

Aevitas Holdings Pty Limited

Australia

100%

Holding company

Electrical Engineering Group Pty Limited

Australia

100%

Holding company

JA Martin Electrical Limited

Australia

100%

Operating company

Kenshaw Electrical Pty Limited

Australia

100%

Operating company

VivoPower Singapore Pte Limited

Singapore

100%

Operating company

 

31

 

 

Associate and Joint Venture Undertakings

Incorporated

% Owned

Purpose

VivoPower Philippines Inc.

Philippines

64%

Operating company

VivoPower RE Solutions Inc.

Philippines

64%

Operating company

Innovative Solar Ventures I, LLC

United States

50%

Operating company

V.V.P. Holdings Inc.

Philippines

40%

Holding company

 

The Philippine entities above, listed as Associates, are under the control of VivoPower Singapore Pte Limited, and therefore are consolidated into the consolidated financials of VivoPower International PLC.

 

In addition, the Company holds our non-controlling minority investments in the NC Projects through the following companies, which are not subject to significant influence and therefore accounted for on a cost basis.

 

Investees

Incorporated

% Owned

Purpose

US-NC-31 Sponsor Partner, LLC

United States

14.45%

Holding company

US-NC-47 Sponsor Partner, LLC

United States

10%

Holding company

 

D. Property, Plant, and Equipment

 

Our corporate headquarters is located in London, United Kingdom where we currently lease approximately 420 square feet of space under a lease expiring in December 2018.

 

We lease all of our facilities and do not own any real property. We intend to procure additional space as we add employees and expand geographically. We believe that our facilities are adequate for our current needs and that suitable additional or substitute space will be available as needed to accommodate planned expansion of our operations.

 

The Group has minimal investment in plant and equipment, with $0.8 million invested in plant & equipment in fiscal 2018 (including solar panel systems) ($1.3 million in fiscal 2017), $0.8 million invested in vehicle assets in fiscal 2018 ($0.6 million in fiscal 2017), of which $0.6 million were held under finance leases ($0.3 million in fiscal 2017), and $0.3 million invested in computer equipment and leasehold improvements ($0.3 million in fiscal 2017).

 

In addition, as part of our business model, we invest in solar development projects that include long-term leases, easements or other real property rights relating to the property on which such projects are developed. Some of these projects, such as the NC Projects, are material to our business but not consolidated in our financial results as our minority equity interest is not subject to significant influence and therefore is accounted for on a cost basis.

 

ITEM 4A. UNRESOLVED STAFF COMMENTS

 

None.

 

32

 

 

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

The following discussion and analysis of our financial condition and results of our operations should be read in conjunction with our audited consolidated financial statements and the related notes included elsewhere in this Annual Report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of numerous factors, including, but not limited to, the risks discussed in this Annual Report in “Item 3. Key Information - D. Risk Factors or in other parts of this Annual Report. Our audited consolidated financial statements included elsewhere in this Annual Report are prepared in accordance with IFRS, as issued by the International Accounting Standards Board and are presented in U.S. dollars.

 

A. Operating Results

 

Overview

 

VivoPower is an international solar power producer that develops, owns and operates photovoltaic (PV) solar projects in a capital efficient manner. VivoPower operates its business through three operating segments: (i) Solar Development, (ii) Power Services, and (iii) Corporate Office, each as described more fully below.

 

During the year ended March 31, 2018, the Company and its subsidiaries (the “Group”) generated revenue of $33.6 million, gross profit of $5.1 million, operating loss of $7.6 million, and net loss of $27.9 million. For the year ended March 31, 2017, the Group generated revenue of $32.3 million, gross profit of $27.2 million, operating profit of $17.3 million and net profit of $5.6 million. There were no measurable operations in the two-month period of 2016 for which to compare the current or prior year results.

 

The results of operations for the year ended March 31, 2018 were significantly influenced by a change in the mix of operations. In the prior year ended March 31, 2017, our operations were dominated by the completion of the Group’s first solar project, NC-31, and near completion of a second project, NC-47, both located in North Carolina, United States (together, the “NC Projects”). These NC Projects contributed $24.6 million to revenue and gross profit in fiscal year 2017. In addition, a $1.6 million preferred supplier agreement was recognized in revenue and gross profit during that year. Aevitas Group Limited (“Aevitas”) had been acquired only three months prior to March 31, 2017, and accordingly contributed a lesser amount of $5.6 million to revenue and $0.7 million to gross profit.

 

This is in contrast to the current year ended March 31, 2018, wherein $0.8 million was contributed to revenue and gross profit from the completion of the NC Projects and a full year of operation of Aevitas contributed $31.8 million of revenue and $4.3 million of gross profit. None of the 38 solar projects in the ISS Joint Venture achieved a construction stage of development during the year and accordingly did not contribute to profitability in the year ended March 31, 2018.

 

The results of operations for the year ended March 31, 2018, reflect higher general and administrative costs, which included $2.4 million annualized effect of the Aevitas and VivoPower Australia acquisitions in the prior year (only three months of operations were included in the year ended March 21, 2017) and $3.1 million of non-recurring remuneration costs and consulting fees. As a result of the strategic restructuring of our business, a number of employees and contractors were transitioned from the business and accordingly $1.5 million of remuneration expense in the year ended March 31, 2018, will be non-recurring. In addition, AWN re-charged $1.6 million of third-party consulting fees to the Company related to our solar development business. These services included international solar procurement consulting, project evaluations, engineering review and technical validation related to the EPC contract for NC-31, a solar project in North Carolina which was substantially completed on 27 March 2017. These costs by their nature were one-time and are not expected to recur in the future.

 

The results of operations for the year ended March 31, 2018, were further negatively impacted by $1.9 million of one-time restructuring costs, $10.2 million impairment of assets and $11.1million impairment of goodwill. The $1.9 million of one-time restructuring costs represented the costs of streamlining our solar development activities to focus on U.S. and Australian investments only and legal fees related to the restructuring, all as further described below in this section under “Restructuring Costs.” The impairment of assets relates to the sale, subsequent to the year-end, of the Company’s 14.5% and 10.0% equity interests, respectively, in the NC-31 and NC-47 projects, the $11.4 million balance of which has been reflected as assets held for sale within current assets at March 31, 2018. The impairment is further discussed below in this section under “Impairment of Assets.” The impairment of goodwill relates to goodwill acquired in the acquisition of VivoPower Australia as part of the Business Combination ($10.5 million) and the first-time consolidation of three Philippine-based controlled entities ($0.6 million), all as further discussed below in this section under “Impairment of Goodwill.”

 

33

 

 

Management analyzes our business in three reportable segments: Solar Development, Power Services, and Corporate Office. Solar Development is the development, construction, financing and operation of solar power generating plants. Power Services is represented by Aevitas operating in Australia and its focus on the design, supply, installation and maintenance of power and control systems. Corporate Office is the Company’s corporate functions, including costs to maintain Nasdaq public company listing, comply with applicable SEC reporting requirements, and related investor relations and is located in the United Kingdom. The following are the results of operations for the years ended March 31 by reportable segment:

 

2018

(US dollars in thousands)

 

Solar

Development

   

Power

Services

   

Corporate

Office

   

Total

 

Revenue

  $ 1,840     $ 31,807     $ -     $ 33,647  

Costs of sales

    (1,042

)

    (27,482

)

    -       (28,524

)

Gross profit

    798       4,325       -       5,123  

General and administrative expenses

    (6,468

)

    (2,173

)

    (4,173

)

    (12,814

)

Gain on sale of assets

    1,143       213       -       1,356  

Depreciation and amortization

    (19

)

    (1,233

)

    (8

)

    (1,260

)

Operating (loss)/profit

    (4,546

)

    1,132       (4,181

)

    (7,595

)

Restructuring costs

    (964

)

    (335

)

    (574

)

    (1,873

)

Impairment of assets

    (10,191

)

    -       -       (10,191

)

Impairment of goodwill

    (11,092

)

    -       -       (11,092

)

Transaction costs

    -       -       -       -  

Finance expense – net

    (400

)

    (1,283

)

    (1,703

)

    (3,386

)

(Loss)/profit before taxation

    (27,193

)

    (486

)

    (6,458

)

    (34,137

)

Income tax expense

    6,291       (85

)

    52       6,258  

(Loss)/profit for the year

  $ (20,902

)

  $ (571

)

  $ (6,406

)

  $ (27,879

)

 

2017

(US dollars in thousands)

 

Solar

Development

   

Power

Services

   

Corporate

Office

   

Total

 

Revenue

  $ 26,636     $ 5,614     $ -     $ 32,250  

Costs of sales

    (29

)

    (4,948

)

    -       (4,977

)

Gross profit

    26,607       666       -       27,273  

General and administrative expenses

    (4,544

)

    (598

)

    (4,174

)

    (9,316

)

Gain on sale of assets

    -       -       -       -  

Depreciation and amortization

    (4

)

    (646

)

    (1

)

    (651

)

Operating profit/(loss)

    22,059       (578

)

    (4,454

)

    17,306  

Restructuring costs

    -       -       -       -  

Impairment of assets

    -       -       -       -  

Impairment of goodwill

    -       -       -       -  

Transaction costs

    -       -       (5,800

)

    (5,800

)

Finance expense – net

    (174

)

    (363

)

    (50

)

    (587

)

Profit/(loss) before taxation

    21,885       (941

)

    (10,025

)

    10,919  

Income tax expense

    (6,078

)

    294       446       (5,338

)

Profit/(loss) for the year

  $ 15,807     $ (647

)

  $ (9,579

)

  $ 5,581  

 

As the company was formed on February 1, 2016, only administrative expenses of $0.3 million were reported in the two-month period ended March 31, 2016 and relate entirely to the Corporate Office segment.

 

While overall revenue rose $1.4 million year-over-year from 2017 to 2018, the revenue in the current year was largely generated from a full twelve months of operation within the Power Services segment (Aevitas), which had a lower gross profit margin of 13.6% (2017: 11.9%) than Solar Development activities. General and administrative expenses were actively managed down across the business, including in Power Services segment, which represented twelve months of operation in the current year compared to three months in the prior year as Aevitas was acquired on December 29, 2016. Amortization expense was higher in the Power Services business year-over-year due to a full year amortization of intangible assets acquired as part of the Aevitas and VivoPower Australia acquisitions on December 29, 2016.

 

A gain on the sale of solar assets arose in the current year in the Australian business as the Amaroo solar project was sold to ReNu Energy under the terms of the Alliance Agreement and, as noted above and discussed in more detail below, while our results of operations were negatively impacted by $5.0 million of one-time restructuring costs, $10.2 million impairment of assets, and $11.1 million impairment of goodwill.    

 

34

 

 

Financing costs increased year-over-year predominately due to the full year impact of the convertible loan notes and preferred share financing in Power Services (Aevitas) and the $19.0 million AWN related party loan advanced in the prior year. In addition, $0.4 million of borrowing costs was incurred in the current year related to a $2.0 million short-term loan (“DEPCOM Loan”) provided by SolarTide, LLC, an affiliate of DEPCOM Power, an engineering, procurement, and construction firm that was involved in the development of the NC Projects.

 

As of March 31, 2018, the Group had net assets of $37.0 (2017: $64.6) million, with intangible assets, including goodwill of $36.4 (2017: $46.3) million and investments of $14.1 (2017: $18.1) million.

 

As of March 31, 2018, the Group’s current assets were $21.3 (2017: $30.8) million, which was comprised of $1.9 (2017: $11.0) million of cash and cash equivalents, $7.9 (2017: $19.8) million of trade and other receivables, and $11.4 (2017: nil) million of assets held for sale related to the NC Projects. Current liabilities were $20.6 (2017: $12.2) million, which resulted in a current asset-to-liability ratio of 1.03:1 (2017: 2.53:1) at year-end. 

 

Cash used for the year was $9.0 (2017: cash generated $11.0) million, arising from cash generated by operating activities of $8.9 (2017: $6.3) million, cash used in investing activities of $16.6 (2017: $26.7) million, and cash used in financing activities of $1.3 (2017: cash generated $31.4) million. At March 31, 2018, the Group had cash reserves of $1.9 (2017: $11.0) million and debt of $22.3 (2017: $20.3) million, giving a net debt position of $20.4 (2017: $9.3) million.

 

Investing activities in the current year were comprised of a $14.1 million investment in the ISS Joint Venture, $3.6 million investment in the NC Projects, purchase of $0.6 million of operating assets in Power Services (Aevitas) businesses, $0.6 million investment in a solar project in Australia, offset by $2.3 million proceeds on sale of assets, principally the sale of the Amaroo solar project. Of the total $14.1 million investment in the ISS Joint Venture, only $12.8 million was funded during the year ended March 31, 2018, with the remaining $1.3 million commitment recorded as a current liability in trade and other payables.

 

Financing activities included finance lease borrowings of $0.3 million, net of repayments, on motor vehicle assets in Power Services (Aevitas) businesses, $2.0 million proceeds of the DEPCOM Loan, and a $0.8 million short-term loan from AWN, offset by finance expense of $3.4 million and repayment of bank loan on the sale of the Amaroo solar project.

 

Revenue

 

Revenue for the year ended March 31, 2018, increased $1.4 million to $33.7 million, from $32.3 million in the prior year. As the company was formed in February 1, 2016, there were no reportable revenues in the two-month period ended March 31, 2016.

 

Revenue by product and service is follows:

   

For the Year Ended March 31,

 

(US dollars in thousands)

 

2018

   

2017

   

2016

 

Development fees

  $ 828     $ 24,555     $ -  

Electrical products and related services

    31,631       5,615       -  

Other revenue

    1,188       2,080       -  

Total revenue

  $ 33,647     $ 32,250     $ -  

 

Development fee revenue for the year ended March 31, 2018 of $0.8 million was earned on the final stage of completion of the second of the two NC Projects. A total of $25.4 million in development fees were earned on the two NC Projects, with $24.6 million being recognized in the year ended March 31, 2017, and the final $0.8 million recognized in the current year. Solar development fee revenue is recognized on a percentage completion basis meaning that projects are invoiced upon substantial completion and revenue is accrued as a project progresses through different stages of completion. Deferred revenue as of March 31, 2018, related to the NC Projects was $ nil (2017: $13.2) million.

 

Development fee revenue is earned to manage the construction of projects on behalf of investors and accordingly, only earned when a project reaches the construction stage of development. Since the completion of the second NC Project in May 2017, no other projects have matured to the construction stage of development. The number and type of these projects that become ready for construction in any reporting period may vary widely and as a result, will cause substantial variations in our operating results as the solar development revenue derived from each individual project is significant.

 

35

 

 

The sale of electrical products and related services is generated from Australia-based business of Aevitas focused on the design, supply, installation and maintenance of power and control systems. Revenue generated through the Aevitas operations is recognized in two ways. On smaller projects, revenue is recognized when the project is completed and is invoiced at that time. On larger projects, revenue is recognized on the achievement of specific milestones defined in each individual project. When the milestones are reached, the customer is invoiced and the revenue is then recognized. The revenue reported for power services for the year ended March 31, 2018, represents twelve months of operation, compared to the prior year ended March 31, 2017, which represented only three months of operation as Aevitas was acquired on December 29, 2016.

 

Other revenue for the year ended March 31, 2018, includes $0.4 million from the sale of Solar Renewable Energy Certificates (“SRECs”) purchased from the NC Projects, $0.3 million earnings distribution related to the equity investment in the NC Projects carried at cost, asset management fees of $0.2 million earned from provision of management services to the NC Projects, $0.1 million power generation income from Australian solar projects, and $0.2 million of miscellaneous other revenue in Aevitas.

 

The Company has a ten-year contract with the NC Projects to purchase all of the SRECs produced by the projects over that time period. SRECs are a form of renewable energy certificate or “green tag” existing in the United States. SRECs exist in states, like North Carolina, that have Renewable Portfolio Standard (“RPS”) legislation with specific requirements for electricity suppliers to secure a portion of their power from solar generators. Under the SREC program, one SREC is created for every megawatt-hour of solar power generated and is sold separately from the power and represents the “solar” aspect of the electricity that was produced. All of the SRECs purchased by the Company from the NC-47 project are sold to one commercial customer under a five-year contract, which generated $0.3 million of the revenue reported, and the SRECs purchased from NC-31 project are sold at a lower price through the wholesale market to businesses looking to meet their solar RPS requirement or otherwise meet energy sustainability targets, which generated $0.1 million of the revenue reported.

 

Other revenue for the year ended March 31, 2017 was comprised of a $1.6 million from a global preferred supplier agreement, $0.4 million earnings distribution related to the equity investment in the NC Projects carried at cost, and $0.1 million power generation income from Australian solar projects.

 

 Revenue by geographic location is follows:

 

   

For the Year Ended March 31,

 

(US dollars in thousands)

 

2018

   

2017

   

2016

 

United States

  $ 1,662     $ 24,945     $ -  

Australia

    31,985       5,705       -  

United Kingdom

    -       1,600       -  

Total revenue

  $ 33,647     $ 32,250     $ -  

 

Reflecting the change in mix of operations contributing to revenue in the most recent year between solar development fees and power services as discussed above, only $1.7 million of revenue, or 0.5%, was generated in the United States during the year ended March 31, 2018, as compared with $24.9 million, or 77.3%, in the prior year.

 

United States revenue of $1.7 million for the year ended March 31, 2018, includes $0.8 million of solar development fees and $0.9 million of other revenue from the sale of SREC’s ($0.4 million), distribution of earnings from the NC Projects ($0.3 million), and provision of management services to the NC Projects ($0.2 million). This compares to total United States revenue of $24.9 million in the prior year, which was comprised of $24.6 million of solar development fees on the NC Projects and $0.3 million distribution of earnings from the NC Projects. The difference was largely due to no solar development projects achieving an advanced stage of development during the year ended March 31, 2018 and accordingly not contributing to revenue during that year.

 

Australian revenue of $32.0 million for the year ended March 31, 2018, is comprised of $31.7 million of revenue from power services provided by Aevitas, $0.2 million of miscellaneous other revenue earned by Aevitas, and $0.1 million of power generation income from Australian solar projects. This compares to total Australian revenue of $5.7 million in the prior year, comprised of $5.6 million of power service revenue provided by Aevitas in the three months of operation following acquisition on December 29, 2016, and $0.1 million of power generation income from Australian solar projects. The difference in Australian revenue is primarily due to the fact that our prior year results reflected only approximately three months of Aevitas results of operations.

 

Revenue in the United Kingdom for the year ended March 31, 2017, was earned from a one-time global preferred supplier arrangement with one supplier that was recognized as revenue when the legal obligation to pay had been satisfied.

 

36

 

 

No more than 10% of revenue was earned from any one customer in the year ended March 31, 2018. In the prior year, 40.3% of revenue was earned from one customer and 35.8% of revenue was earned from a second customer, both solar development revenue from the NC Projects.

 

Cost of Sales

  

Cost of sales totaled $28.5 million for the year ended March 31, 2018, and by product or service is as follows:

 

   

For the Year Ended March 31,

 

(US dollars in thousands)

 

2018

   

2017

   

2016

 

Development fees

  $ -     $ -     $ -  

Electrical products and related services

    27,482       4,948       -  

Other revenue

    1,042       29       -  

Total revenue

  $ 28,524     $ 4,977     $ -  

 

Cost of sales related to electrical products and related services of $27.5 million consists of material purchases and direct labor costs, motor vehicle expenses and any directly related costs attributable to manufacturing, service, or other cost of sales.

 

The cost of sales related to other revenue of $1.0 million, for the year ended March 31, 2018, is comprised of the cost of SREC purchases from the NC Projects.

 

As noted above, the Company has a ten-year commitment to purchase SRECs from the NC Projects. The cost of sale related to SREC revenue is comprised two components: (i) $0.6 million related to SRECs purchased from NC Projects for the year ended March 31, 2018, $0.4 million from NC-47 and $0.2m from NC-31; and, (ii) $0.4m one-time onerous contract provision, which recognizes a contract to sell the SRECs on NC-47 at a loss until April 21, 2022.

 

There are no costs of sales associated with the development fees. These development services were provided by salaried management and employees of the Company, whose costs for the year were fully expensed in general and administrative expenses and not specifically in cost of sales. As the role and function of these employees are multi-faceted and included responsibilities across a number of projects, business development activities, general management, and administrative functions, we did not distinguish between those costs which specifically relate to the performance obligations under the solar development contract and those related to other general and administrative costs.

 

Cost of sales of other revenue for the year ended March 31, 2017 is related to the 0.3 million related to the $0.1 million power generation revenue from Australian solar projects. The other revenue for the year ended March 31, 2017, comprised of a $1.6 million from a global preferred supplier agreement and $0.4 million earnings distribution related to the equity investment in the NC Projects, had no associated cost of revenue.

 

Gross Profit

 

Our gross profit is equal to revenue less cost of sales and totaled $5.5 (2017: $27.3) million for the year ended March 31, 2018. Gross profit by product and service is as follows:

 

   

For the Year Ended March 31,

 

(US dollars in thousands)

 

2018

   

2017

   

2016

 

Development fees

  $ 828     $ 24,555     $ -  

Electrical products and related services

    4,149       667       -  

Other revenue

    146       2,051       -  

Total revenue

  $ 5,123     $ 27,273     $ -  

 

As noted above, there were no costs of sales associated with the development fees and therefore the gross margin is equal to the revenue from these activities.

 

The gross profit from electrical products and related services (the Aevitas business) was $4.1 million, which represents a gross margin percentage of 13.1%. This is as compared to the gross profit of $0.7 million for the year ended March 31, 2017, which represented a gross margin percentage of 11.9%. The margin improvement is due to effective cost management and increasing market demand allowing for selective price increases. 

 

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Gross profit on other revenue includes a loss on the sale of SRECs $0.2 million, as the Company sold the SRECs for less than cost. The SRECs purchased from NC-47 that are sold to a commercial customer under a five-year contract are sold at a loss of $0.1 million per year. Accordingly, an onerous contract provision for the remaining four years of the contract totaling $0.4 million has also been recognized in the current year. The SRECs purchased from NC-31 are being sold in the wholesale market and also incurred a loss on sale of $0.1 million in the current year, but the Company is developing alternative markets for future years and believes it is more likely than not that future SRECs purchases can be sold at or above cost.

 

The remaining gross profit from other revenue of $0.7 million for the year ended March 31, 2018, is related to $0.3 million earnings distribution related to the equity investment in the NC Projects, asset management fees of $0.2 million earned from provision of management services to the NC Projects, and $0.2 million of miscellaneous other revenue in Aevitas.

 

Gross profit from other revenue for the year ended March 31, 2017, related to the $1.6 million from a global preferred supplier agreement, $0.4 million earnings distribution related to the equity investment in the NC Projects carried at cost, and $0.1 million power generation income from Australian solar projects.

 

General and Administrative Expenses

 

   

For the Year Ended March 31,

 

(US dollars in thousands)

 

2018

   

2017

   

2016

 
                   

(2 months)

 

Salaries and benefits

  $ 6,422     $ 4,973     $ 102  

Professional fees

    4,155       2,847       106  

Insurance

    831       257       -  

Travel

    503       574       30  

IT licensing and support

    356       278       -  

Office and other expenses

    547       387       41  
    $ 12,814     $ 9,316     $ 279  

 

Our general and administrative expenses increased by $3.5 million to $12.8 million for the year ended March 31, 2018, compared to $9.3 million for the year ended March 31, 2017. These expenses consist primarily of operational expenses, such as those related to employee salaries and benefits, professional fees, insurance, travel, IT, office and other expenses.

 

The most significant impact on these expenses year-over-year was the effect of the Aevitas and VivoPower Australia acquisitions on December 29, 2016, as only three months of operations for these were included in the results reported for the year ended March 31, 2017. A full twelve months of operations were included for these businesses in the year ended March 31, 2018. The impact on general and administrative expenses of including twelve months of operations compared to three months in the prior year is as follows:

 

   

For the Year Ended March 31,

 

(US dollars in thousands)

 

 

2018

As Reported

   

Annualized Impact

of 2017

Acquisitions*

   

2018

Like for Like

   

2017

 

Salaries and benefits

  $ 6,422     $ 1,394     $ 5,028     $ 4,973  

Professional fees

    4,155       395       3,760       2,847  

Insurance

    831       151       680       257  

Travel

    503       69       434       574  

IT licensing and support

    356       108       248       278  

Office and other expenses

    547       240       307       387  
    $ 12,814     $ 2,357     $ 10,457     $ 9,316  

 

* General and administrative expense of Aevitas and VivoPower PTY for the nine months ended 31 March 2018.

 

On a like-for-like bases, salaries and benefits are $5.0 (2017: $5.0) million, or 48.1% (2017: 53.4%) of general and administrative expenses. Key management personnel account for $2.6 (2017: $3.3) million of the total salary and benefits expense. Salary and benefits includes $1.5 million of remuneration expense for the year ended March 31, 2018, that will be non-recurring as a number of employees and contractors were transitioned from the business as part of the strategic restructuring.

 

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Professional fees at $3.8 (2017: $2.8) million on a like-for-like basis, or 36.0% (2017: 30.6%) of general and administrative expenses, are comprised of audit and accounting fees, consulting fees to support business development and legal fees. Included in professional fees for the year ended March 31, 2018 is $1.6 million of third-party consulting fees recharged to the Company by AWN related to our solar development business. These services included international solar procurement consulting, project evaluations, engineering review and technical validation related to the EPC contract for NC-31, a solar project in North Carolina which was substantially completed on 27 March 2017. These costs by their nature were one-time and are not expected to recur in the future.

 

Insurance expense of $0.7 (2017: $0.3) million is up due to the cost of directors and officers’ liability insurance following the Company’s listing on Nasdaq on December 29, 2016. Travel expenses are $0.4 (2017: $0.6) million, or 4.2% (2017: 6.2%), and are a result of travel requirements to support the international nature of the business. IT licensing and support expenses represent the cost of accounting, operations, email and office, file storage, and security software products and licenses. Office and other expenses includes office and meeting space rental, communication and marketing, bank fees and general office administrative costs.

 

Gain on Sale of Assets

 

The total gain on sale of assets for the year ended March 31, 2018 of $1.3 million arose in the Solar Development segment of the business from the sale of the Amaroo solar project in Australia ($1.1 million gain) and the disposal of property and equipment assets by the Aevitas business ($0.2 million gain).

 

The Amaroo solar project in Australia was sold to ReNu Energy on February 9, 2018, under the terms of the Alliance Agreement. Pursuant to the Alliance Agreement, ReNu Energy has a right of first offer to acquire any solar projects originated by VivoPower in Australia below 5 megawatts in size. The purchase price for the Amaroo assets was $1.9 million, which were recorded as plant and equipment with a net book value at the time of sale of $0.9 million. In addition, ReNu Energy paid a $0.1 million establishment fee, which was a one-time fee payable to VivoPower on the first transaction completed under the Alliance Agreement. The proceeds from the sale (which totaled $2.0 million) were applied to repay a corresponding bank loan of VivoPower’s from ANZ Bank that had an outstanding balance of principal and interest on the transaction date of $1.0 million.

 

The gain of $0.2 million reflected in the Power Services segment of the business, relates to a gain on sale of assets within the Aevitas business comprised of numerous small sales of surplus vehicles as part of on-going fleet upgrade and renewal and sale of scrap materials.

 

Depreciation

 

Depreciation is charged on property plant and equipment on a straight-line basis and is charged in the month of addition. We depreciate the following class of assets at differing rates dependent on their estimated useful lives. The net book value of assets held as of March 31, 2018, was $1.9 (2017: $2.2) million.

 

Tangible asset

 

Estimated useful life (in years)

 

Computer equipment

  3  

Fixtures and fittings

  3  
Motor vehicles   5  
Plant and equipment   3.5 to 10 years  
Leasehold improvements   20 to 40 years  

 

Amortization

 

Amortization costs relate to the amortization of intangible assets generated on the acquisition of VivoPower Australia and Aevitas as part of the Business Combination. The intangible assets identified in the acquisition of Aevitas and VivoPower Australia and their estimated useful life is provided in the table below:

 

Identifiable intangible asset

 

Estimated useful life (in years)

 

Trade names

  15      

Customer relationships

  10 and 20  

Favorable supply contracts

  15      

Databases

  3      

  

Under IFRS, intangible assets and goodwill are subject to an annual impairment review and following the impairment review as of March 31, 2018, a goodwill impairment charge of $11.1 million was recorded for the year, as further discussed below in this section under “Impairment of Goodwill.”

 

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An impairment review tests the recoverable amount of the cash-generating unit which gave rise to the intangible asset or goodwill in order to determine the existence or extent of any impairment loss. The recoverable amount is the higher of fair value less costs to sell and the value in use to the Group. An impairment loss is recognized to the extent that the carrying value exceeds the recoverable amount. In determining a cash-generating unit’s or asset’s value in use, estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time-value of money and risks specific to the cash-generating unit or asset that have not already been included in the estimate of future cash flows. All impairment losses are recognized in the Statement of Comprehensive Income.

  

Restructuring Costs

 

Restructuring costs by nature are one-time incurrences, and therefore, we believe have no bearing on the financial performance of our business. To enable comparability in future periods, the costs are disclosed separately on the face of our Statement of Comprehensive Income.

 

   

For the Year Ended March 31,

 

(US dollars in thousands)

 

2018

   

2017

   

2016

 
                   

(2 months)

 

Corporate restructuring – workforce reduction

  $ 734     $ -     $ -  

Corporate restructuring – professional fees

    566       -       -  

Corporate restructuring – terminated projects

    573       -       -  
    $ 1,873     $ -     $ -  

 

During the year ended March 31, 2018, the Company undertook a strategic restructuring of our business to align operations, personnel, and business development activities to focus on a fewer number of areas of activity that we believe have the most potential for to generate profitability and return. Associated with this restructuring was the departure of a number of employees and contractors from our business. The workforce reduction cost represents the total salary, benefit, severance, and contract costs paid in the year or accruing to these individuals in the future for which no services will be rendered to the Company. Professional fees represent legal fees incurred to resolve certain disputes related to some of these separations, including the Comberg Claims (see “Item 8. Financial Information – A. Consolidated Statements and Other Financial Information - Legal Proceedings”). Terminated projects are the costs incurred for business development of specific solar development projects in South America and Australia for which the decision was made not to proceed for economic reasons.

 

Impairment of Assets

 

Subsequent to March 31, 2018, the Company entered into an agreement to sell our 14.5% and 10.0% equity interests in the NC-31 and NC-47 projects, respectively, to the majority investor at the fair market value of these projects. The proceeds of sale, net of transaction costs, are $11.4 million. At March 31, 2018, the Company’s investment in the NC Projects totaled $21.6 million and accordingly, an impairment of $10.2 million was recorded and the remaining net realizable value of $11.4 million reclassified to current assets as an asset held for sale.

 

As part of the strategic restructuring of the business to focus on the opportunities we believe have the most potential to generate profitability and return, the Company decided that holding a non-controlling equity interest in the NC Projects was not the best use of capital and accordingly decided to sell the Company’s remaining equity interests to the majority investor in the NC Projects. The net realizable value of the minority equity interests is less than the recorded book value as the value established in the context of a sale is less than their potential future value under long-term ownership. This is largely due to the uncertainty surrounding the projected future value of merchant revenue from the projects, which is the revenue that will be available in the wholesale market for power from the projects once the current PPAs expire in 2027. The NC Projects have a 35-year economic life and both projects have PPAs which guarantee the price at which each megawatt-hour of power generated will be purchased by the utility for the first ten years of the projects (i.e. from 2017 to 2027). After the PPA expires, the utility may agree to enter another PPA or simply purchase the power on the wholesale market at a floating price determined by supply and demand for power over the course of the remaining 25 years to 2052. Predicting the future value of wholesale power so far into the future is difficult and yields a wide range of possible values, which in turn produce a wide range of possible asset values for assets-in-use. While the Company believes that a higher value would be realizable over the course of time were the equity interests retained, the outcome is by no means certain and the Company believes that redeployment of a lessor amount of capital in the ISS Joint Venture has the potential to produce far greater returns in a shorter period of time and with less uncertainty.

 

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Impairment of Goodwill

 

An impairment charge of $10.5 million was recorded against the goodwill that arose on the acquisition of VivoPower Australia in the previous year. In addition, an impairment charge of $0.6 million was recorded on the first-time consolidation of three Philippine-based controlled entities.

 

Goodwill is allocated to cash-generating units for the purposes of impairment testing. The recoverable amount of the cash-generating unit (‘CGU’) to which the goodwill relates is tested annually for impairment or when events or changes to circumstances indicate that it might be impaired. An impairment loss is recognized to the extent that the carrying value exceeds the recoverable amount. In determining a cash-generating unit’s or asset’s value in use, estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time-value of money and risks specific to the cash-generating unit or asset that have not already been included in the estimate of future cash flows.

 

VivoPower Australia is a separate CGU for which goodwill was tested for impairment as at March 31, 2018. The recoverable amount was determined based on the present value of estimated future cash flows discounted at 12.1% for cash flows budgeted for the year ended March 31, 2019 and 15.1% for forecast cash flows thereafter. The Company’s strategic shift in Australia to the development of medium-to-large scale behind-the-meter and utility-scale solar PV projects, away from our previous strategy of acquiring small developed roof-mounted solar projects from third-party developers to sell to long term owners, while expected to be more profitable in the longer-term, presents a higher degree of execution risk in the short-term as suitable opportunities need to be identified, secured and developed. In addition, the Company’s cost of capital and expected return from such projects has increased as limited capital is prioritized to the best opportunities.

 

VivoPower Singapore Pte Ltd, a wholly-owned subsidiary, has control over three Philippines-based subsidiaries, V.V.P. Holdings Inc., VivoPower Philippines Inc., and VivoPower RE Solutions Inc. These entities have not been previously consolidated on the basis of materiality. As the activity within these entities has continued to increase, it was deemed appropriate to consolidate them with effect from April 1, 2018. Upon initial consolidation, the Group recognized negative net assets of $0.6 million which resulted in a corresponding amount of goodwill on acquisition. This goodwill was immediately deemed impaired and the impact of the provision is included in the Consolidated Statement of Comprehensive Income for the year ended March 31, 2018.

 

 Finance Expense

 

Finance expense consists primarily of interest expense associated with the interest payable on our outstanding loan with AWN and the Aevitas convertible preference share and loan notes reflected as equity instruments in our accounts. In addition, during the year ended March 31, 2018, the Company borrowed $2.0 million (the “DEPCOM Loan”) from SolarTide, LLC, an affiliate of DEPCOM Power, an engineering, procurement, and construction firm who delivered engineering, procurement, and related services for the NC Projects. The components of finance expense are as follows:

 

   

For the Year Ended March 31,

 

(US dollars in thousands)

 

2018

   

2017

   

2016

 
                   

(2 months)

 

AWN loan

  $ 1,636     $ 171     $ -  

Convertible preference shares and loan notes

    1,220       358       -  

DEPCOM loan

    217       -       -  

Motor vehicle finance leases

    55       6       -  

Bank loan on Amaroo solar project sold during the year

    17       5       -  

Other finance costs

    156       58       -  

Foreign exchange

    94       2       -  
    $ 3,395     $ 600     $ -  

 

Foreign exchange expense consists primarily of foreign exchange fluctuations related to short-term intercompany accounts and foreign currency exchange gains and losses related to transactions denominated in currencies other than the functional currency for each of our subsidiaries. We expect our foreign currency exchange gains and losses to continue to fluctuate in the future as foreign currency exchange rates change. We expect our exposure to currency fluctuations to be minimal and immaterial, and as such, have not entered into any hedging contracts.

 

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Income Tax Expense

 

We are subject to income tax for the year ended March 31, 2018 at rates of 19%, 22.6%, and 30% in the United Kingdom, the United States, and Australia, respectively, and we use estimates in determining our provision for income taxes. We account for income taxes in accordance with IFRS 12, using an asset and liability approach that requires recognition of deferred tax assets and liabilities for the expected future tax consequences attributable to differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax basis, and for net operating loss and tax credit carry forwards.

 

We recognize the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such position are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. At March 31, 2018 and 2017, we did not have any uncertain tax positions that would impact our net tax provision.

 

Key Factors Affecting Our Performance

 

We believe that the growth of our business and our future success are dependent upon a number of key factors, including the following:

 

Market demand for solar power. Our business and revenues depend on the demand from investors and offtakers for solar power. The market demand for solar power is heavily influenced by a range of factors that include the relative costs of alternative sources of power, the cost of equipment and construction, transmission and distribution resources, governmental economic, fiscal, and political polices at both the federal and state levels in both the United States and Australia, as well as global economic and political factors affecting the cost, availability, and desirability of other energy sources. See “Item 3.C. Risk Factors” and “Item 4.B. Industry Background”.

 

Ability to secure capital at attractive rates and terms. Development, construction and sale of energy projects requires substantial amounts of capital of different forms, including various types of debt and equity financing. To develop and generate revenue from our projects, including our ISS Joint Venture, it is necessary to for us to have the ability to secure capital at attractive rates and terms and in amounts that are sufficient for us to complete development and sale of these projects.

 

Costs of equipment and construction for solar projects. Equipment and construction costs are a significant driver of whether a given project opportunity is attractive for us and prospective investors and offtakers. In recent decades, the installed cost of large solar projects in particular has declined by a substantial amount, increasing the competitiveness of solar energy versus alternative energy sources such as fossil fuels.

 

Power purchase agreements and other contracted revenue agreements. We seek investments in projects that are supported by long term power purchase agreements with credit worthy counterparties, pursuant to which the price for the sale of electricity is highly certain. We believe that long-term investors prefer projects with such characteristics and will consider such projects to be more valuable. However, it is not certain that a sufficient number of projects with such PPAs will exist, as the market could be affected by, among other things, the presence or absence of governmental incentives or mandates, prevailing market prices, and the availability of other energy sources. Power prices in the markets in which we conduct business can be volatile, and the willingness of credit-worthy counterparties to commit to purchase power from our projects may not be sufficient to support our profit expectations.

 

Policy incentives in the United States for renewable energy assets. U.S. and Australian federal, state and local governments have established numerous incentives and financial mechanisms, including tax incentives, to reduce the cost of renewable energy and spur the development of energy from renewable, non-carbon–based, sources. Some of the major tax incentives applied in our projects are, among others, ITC and accelerated depreciation under the MACRS. Some of the other major incentives which benefit our projects include SRECs, LGCs, net metering statutes and feed-in tariff schemes. Appetite for tax incentives on the part of investors in solar projects can be subject to change, particularly as a result of decreases in corporate tax rates such as those enacted in the United States recently, or other changes in tax frameworks.

 

Currency Fluctuations. We conduct business in the United States, Australia and the United Kingdom. As a result, we are exposed to risks associated with fluctuations in currency exchange rates, particularly between the U.S. dollar, the British Pound and the Australian dollar.

 

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B. Liquidity and Capital Resources

 

Our principal sources of liquidity in the current year ended March 31, 2018 has been cash generated by our operating activities (which consisted principally of the collection of development fee revenue earned in the prior year) and the $2.0 million DEPCOM loan. Our principal uses of cash have been for investment in the ISS Joint Venture, business development, working capital and general corporate purposes. The timing of our development activities, including the timing of investments, capital deployments and sales of assets, can vary substantially and therefore have a substantial effect on our cash position and liquidity.

 

The following table shows net cash provided by (used in) operating activities, net cash used in investing activities, and net cash provided by (used in) financing activities for the years ended March 31, 2018, 2017 and 2016:

 

   

Year Ended March 31,

 

(US dollars in thousands)

 

2018

   

2017

   

2016

 

Net cash provided by (used in) operating activities

  $ 8,897     $ 6,376     $ (95

)

Net cash used in investing activities

    (16,618

)

    (26,736

)

    (3

)

Net cash provided by financing activities

  $ (1,310

)

  $ 31,302     $ 126  

 

Operating Activities

 

Our net cash generated from operating activities in the year ended March 31, 2018, was $8.9 million. This net cash inflow was primarily attributable to collection of trade and other receivables of $11.5 million and an increase in trade and other payables and provisions of $7.0 million, offset by the net cash used by operations of $9.6 million. This $9.6 million used by operations consists of the $27.9 million loss, increased by $6.3 million non-cash income tax expense and $1.4 gain on sale of assets, and reduced by other non-cash and non-operating components of earnings including $10.2 million impairment of assets, $11.1 million impairment of goodwill, $3.4 million of finance expense, and $1.3 million depreciation and amortization.

 

This is as compared to the previous year ended March 31, 2017, which generated $6.3 million of cash from operating activities. This net cash inflow was generated from the profit for the year of $5.6 million, increased by $5.3 million non-cash income tax expense, $5.8 million non-operating exceptional and non-recurring costs, and $10.0 million increase in trade and other payables and provisions, and reduced by $21.0 million increase in trade and other receivables and $0.7 million of depreciation and amortization expense.

 

As the company was formed on February 1, 2016, there was no meaningful operating activities for the two-month period ended March 31, 2016.

 

Investing Activities

 

Net cash used in investing activities of $16.7 (2017: $26.7) million consisted of a $14.1 (2017: nil) million investment in the ISS Joint Venture, $3.5 (2017: $18.1) million investment in the NC Projects, purchase of $0.6 (2017: $0.1) million of operating assets in Power Services (Aevitas) businesses, $0.8 (2017: nil) million investment in a solar project in Australia, offset by $2.3 (2017: nil) million proceeds on sale of assets, principally the sale of the Amaroo solar project.

 

Under the terms of the ISS Joint Venture agreement the Company committed to invest $14.9 million for a 50% equity interest in the portfolio of 38 projects, an amount which included $0.8 million in potential brokerage commissions that have not been required and which have been credited towards the Company’s commitment. In addition, an initial capital contribution of $0.5 million was made by a top-tier U.S.-based EPC firm, in consideration for a right to provide certain engineering services. The $14.9 million investment is allocated to each of the 38 projects based on monthly capital calls agreed between the parties and determined with reference to completion of specific project development milestones under an approved development budget. The Company contributed an additional $12.4 million to the ISS Joint Venture over the course of the year ended March 31, 2018, which after giving effect to the payment by the EPC firm and a proportionate amount of the commission credit, leaves a remaining capital commitment at March 31, 2018 of $1.3 million, which is recorded in trade and other payables.

 

During the year ended March 31, 2018, a final $3.6 million was paid to complete to complete the funding of the NC Projects, one of which was fully operational as of March 31, 2017, and the second was fully operational in May 2017.

 

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There was no acquisition activity in the year ended March 31, 2018. In the year ended March 31, 2017, we consummated two acquisitions for a total $10.1 million, or $8.6 million net of cash acquired. These acquisitions were the Aevitas Group of Companies for cash consideration of $9.5 million, or $8.2 million net of cash acquired, and VivoPower Pty Limited for cash consideration of $0.6 million, or $0.3 million net of cash acquired.

 

The companies acquired in each acquisition and added to the Group were as follows:

 

 Aevitas Group of Companies

 

Incorporated

% Owned

Purpose

 Aevitas O Holdings Pty Limited

Australia

100%

Holding company

 Aevitas Group Limited

Australia

99.9%

Holding company

 Aevitas Holdings Pty Limited

Australia

100%

Holding company

 Electrical Engineering Group Pty Limited

Australia

100%

Holding company

 JA Martin Electrical Limited

Australia

100%

Operating company

 Kenshaw Electrical Pty Limited

Australia

100%

Operating company

 

 VivoPower Pty Limited

 

Incorporated

% Owned

Purpose

 VivoPower Pty Limited

Australia

100%

Operating company

 VivoPower WA Pty Limited

Australia

100%

Operating company

 VVP Project 1 Pty Limited

Australia

100%

Holding company

 VVP Project 2 Pty Limited

Australia

100%

Dormant

 Amaroo Solar Tco Pty Limited

Australia

100%

Holding company

 Amaroo Solar Hco Pty Limited

Australia

100%

Holding company

 Amaroo Solar Fco Pty Limited

Australia

100%

Holding company

 Amaroo Solar Pty Limited

Australia

100%

Operating company

 SC Tco Pty Limited

Australia

100%

Holding company

 SC Hco Pty Limited

Australia

100%

Holding company

 SC Fco Pty Limited

Australia

100%

Holding company

 SC Oco Pty Limited

Australia

100%

Operating company

 ACN 613885224 Pty Limited

Australia

100%

Dormant

 VivoPower Singapore Pte Limited

Singapore

100%

Operating company

 V.V.P. Holdings Inc.

Philippines

40%

Holding company

 VivoPower Philippines Inc.

Philippines

64%

Operating company

 VivoPower RE Solutions Inc.

Philippines

64%

Operating company

 

The Philippine entities above are under the control of VivoPower Singapore Pte Limited and therefore are consolidated into the consolidated financials of the Company. This is in line with IFRS 10 where it satisfies all three criteria to determine whether control exists.

 

As the company was formed on February 1, 2016, there was no meaningful investing activities for the two-month period ended March 31, 2016.

 

Financing Activities

 

Cash used by financing activities for the year ended March 31, 2018, was $1.3 million. This cash outflow for the current year was primarily due to financing expense of $3.4 million and a $1.0 million bank loan repayment on the sale of the Amaroo solar project in Australia, offset by $2.0 million proceeds on the DEPCOM Loan and a $0.8 million short-term loan from AWN, and a net $0.3 million of additional finance leases for motor vehicles within the Aevitas businesses.

 

Cash generated from financing activities for the year ended March 31, 2017 was $31.4 million. This cash inflow was primarily due to proceeds from related party borrowings of $20.0 million, proceeds from the Business Combination of $22.6 million in December 2016, and proceeds from other borrowings of $0.3 million. This cash inflow was offset by the costs of the Business Combination of $11.5 million.

 

44

 

 

Borrowing obligations outstanding at the end of the year were as follows:

 

   

Year Ended March 31,

 

(US dollars in thousands)

 

2018

   

2017

   

2016

 

Current liabilities:

                       

DEPCOM Loan

  $ 2,000     $ -     $ -  

AWN short-term loan

    770       -       -  

AWN loan – payments due next 12 months

    900       -       -  

Motor vehicle finance leases

    285       145       -  

Bank loan on Amaroo solar project

    -       90       -  
                         

Non-current liabilities:

                       

AWN loan – payments due beyond 12 months

    18,092       18,992       -  

Bank loan on Amaroo solar project

    -       933       -  

Motor vehicle finance leases

    293       95       -  

Total Borrowing

  $ 22,340     $ 20,255     $ -  

 

The DEPCOM Loan was made in January 2018 and was subject to a loan fee of $0.3 million, as well as interest of 12% per annum, and was repaid in May 2018.

 

The $0.8 million short-term loan from AWN in current liabilities was made in March 2018, bore interest at 8.5% per annum, and was repaid in April 2018.

 

The $19.0 million loan from AWN bears interest at 8.5% per annum paid monthly in arrears. The loan is repayable in equal monthly instalments of $75,000 for twelve months beginning April 2018, with the remainder repayable in 36 equal monthly instalments thereafter; $900,000 has accordingly been classified as a current liability.

 

The $0.9 million ANZ Bank loan which was secured by the Amaroo project assets was repaid in February 2018 on sale of the Amaroo solar project. The loan was denominated is AUD and repayable over an 11.5 year period at a monthly repayment amount of approximately $7,500 (or AU$ 9,783) per month for 138 months.

 

Aevitas has a finance lease facility to a maximum limit of $0.6 million with Commonwealth Bank of Australia to finance its motor vehicle fleet. During the year, $0.5 million of new leases were added and $0.2 million of net principal payments were made. The obligation for future minimum lease payments under the facility are as follow:

 

(US dollars in thousands)

 

Minimum lease

payments:

   

Present value of

minimum lease payments

 
   

2018

   

2017

   

2018

   

2017

 

Amounts payable under finance leases:

                               

Less than one year

  $ 291     $ 165     $ 285     $ 145  

Later than one year but not more than five

    328       107       293       95