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6-K 1 tm2325348d1_6k.htm FORM 6-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_______________________

 

FORM 6-K
_______________________

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of September 2023

 

Commission File Number: 001-33911

_______________________

 

EMEREN GROUP LTD
_______________________

 

100 First Stamford Place, Suite 302

Stamford CT 06902

U.S.A.

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F þ Form 40-F o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 


 

Exhibit Index

 

Exhibit No.

Description

Exhibit 99.1 Press Release Regarding 2023 Second Quarter Financial Results

 

 

 

 

 


 

SIGNATURE

 

 

 

 

  EMEREN GROUP LTD
   
  By: /s/ Ke Chen
  Name: Ke Chen
  Title: Chief Financial Officer

 

Date: August 31, 2023

 

 

 

 

 

EX-99.1 2 tm2325348d1_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

 

 

Aug 31, 2023

 

Dear shareholders,

 

We delivered an extremely solid quarter and made good progress on our key strategic initiatives. Q2 revenue grew 312% year-over-year to $33.8 million driven by strong contribution across all of our business lines. Gross margin was 37.4%, driven by improved mix of higher margin projects, particularly in Europe, where we are benefiting from a tailwind of higher energy prices. These results drove a net income of $8.3 million, which was a record high for us in the last five years.

 

In our project development business, building on our successful track-record in Europe, we sold two major projects in Poland and Hungary for a total of 62 MWs. Following quarter end, in July, we successfully closed the sale of an 11.5 MW solar project to the Swiss-based energy company, MET Group. This project marked our first major project sale in Germany and represents a significant milestone for our Company as Germany stands as one of the foremost renewable energy markets in the world.

 

In addition, during the quarter, we saw strong revenue and margin contribution from our recently acquired solar farm in Branston, U.K due to favorable energy prices. These results give us confidence in our IPP strategy in Europe.

 

Further, in Q2, we executed on our storage pipeline strategy and began the monetization process of our storage pipeline with an inaugural 260 MW of battery energy storage system projects in Italy. This effort was part of our recently announced strategic partnership with Matrix to develop up to 1.5 GW of a portfolio of Battery Energy Storage Systems in Italy. These solar storage system projects add a new revenue stream with attractive margins to our business and we look forward to sharing further progress in the upcoming quarters.

 

Over the past two years, the European market has been our key strategic priority and we are very pleased with the progress we have made over thus far. We have a very strong pipeline here and it continues to represent Emeren’s largest market opportunity going forward.

 

In China, we continued to make progress in our realignment strategy to the rest of the world as “Develop – Build – Own or Sell”, compared to the original strategy of “Develop – Build – Own as IPP”. Last quarter, we announced that we are refocusing our efforts to five coastal provinces that have the most favorable power prices supported by a strong economy and regulatory environment. We anticipate selling all of our solar assets outside of these five provinces and some in these five focused markets, which will help strengthen our balance sheet.

 

In Q2, we successfully closed the sale of a portfolio of rooftop distributed generation (DG) projects located in Henan province, totaling 29 MW, to CNNP Rich Energy Co., Ltd., a prominent leader in the China renewable energy sector. We anticipate on closing the sale of additional projects in the upcoming quarters in Henan and Hebei provinces.

 

Looking to the remainder of the year, we expect strong performance driven by project sales and contribution from our recent acquisitions. Our full year guidance for net income continues to be between $22 million to $26 million, with gross margin anticipated to exceed 30%. For revenue, we now anticipate results to be near the lower end of the previously stated range of $154 million to $174 million due to project timing. Our net income guidance reflects impressive annual growth of approximately 300%, a milestone which we are extremely proud of as our focus remains on profitability given the volatile nature of our topline due to project timing. We expect our Q3 revenue to be between $27 million and $30 million and gross margin to be in the range of 35% to 38%.

 

 


 

 

Regarding our solar development and storage pipeline, over the course of the quarter, we conducted a comprehensive review of our global project pipeline and implemented a standardized tier system that spans across both our development and storage businesses. This refinement has led to the establishment of a more rigorous requirement for projects that reported in our pipeline. As a result, we will now track and report an “advanced-stage” and an “early-stage” pipeline metric. The advanced-stage pipeline represents projects with a significantly high likelihood of successful completion, thus serving as a reliable predictor of future revenue. Meanwhile, the early-stage pipeline metric encompasses projects for which we have determined a reasonable probability of success.

 

By the end of 2023, we anticipate an advanced-stage solar project pipeline of at least 3 GW, of which we now anticipate monetizing approximately 400 MW of projects in 2023. Beyond 2023, we are targeting to monetize 500 MW – 600 MW a year. In addition, we expect an advanced-stage storage project pipeline of 6 GWh by the end of 2023.

 

In conclusion, we are optimistic about our revenue growth this year and beyond, driven by a robust project pipeline. Our strong position in rapidly growing solar markets, fueled by rising clean energy demand, increased PPA prices, and supportive government policies, further boosts our prospects. With expertise in solar project development, an extensive industry network, and solid balance sheet, we are making significant progress towards becoming a leading global solar company. We are committed to delivering value for our shareholders. In Q2, we repurchased approximately 375,000 American Depositary Shares (“ADS”) of our stock and have approximately $15 million buyback authorization remaining at the end of the quarter.

 

With that overview, we will now review the details of our second quarter operating and financial performance.

 

 


 

 

Q2 2023 Financial Highlights:

 

Revenue was $33.8 million, up 312% YoY

Gross margin was 37.4%, above the high-end of our guidance range

EBITDA was $8.8 million, up 269% YoY

Adjusted EBITDA was $9.3 million, up 307% YoY

Net income was $8.3 million, up from $0.2 million loss in Q2 last year

 

$ in millions   Q2’23     Q1’23     Q/Q     Q2’22     Y/Y  
Revenue   $ 33.8     $ 12.9       163 %   $ 8.2       312 %
Gross profit     12.7       1.6       695 %     3.7       243 %
Operating income (loss)     5.0       (3.0 )     N/M       (0.2 )     N/M  
EBITDA     8.8       1.8       381 %     2.4       269 %
Adjusted EBITDA     9.3       (0.5 )     N/M       2.3       307 %
Net income (loss) attributed to Emeren Group Ltd   $ 8.3     $ (0.2 )     N/M     $ (0.2 )     N/M  

 

Revenue by segment:

 

Segment
($ in thousands)
  Q2’23
Revenue
    % of Total
Revenue
 
Project development   $ 14,216       42 %
IPP     9,819       29 %
EPC     8,585       25 %
Development services and other     1,226       4 %
Total   $ 33,846       100 %

 

Revenue by region:

 

Region
($ in thousands)
  Q2’23
Revenue
    % of Total
Revenue
 
Europe   $ 29,513       87 %
China     4,079       12 %
USA     254       1 %
Total   $ 33,846       100 %

 

Advanced-Stage and Early-Stage Solar Development Project Pipeline

 

Project Pipeline by Region (as of June 30, 2023):

 

Region   Advanced
Stage
   

Early

Stage

   

Total

(MWs)

 
Europe     1,846       3,774       5,620  
U.S.     640       1,477       2,117  
China     97       -       97  
Total     2,583       5,251       7,834  

 

Project Pipeline by Country (as of June 30, 2023):

 

Country   Advanced
Stage
   

Early

Stage

   

Total

(MWs)

 
Poland     435       -       435  
Hungary     49       -       49  
U.K.     100       -       100  
Spain     331       2,298       2,629  
Germany     136       1,462       1,598  
France     118       14       132  
Italy     677       -       677  
U.S.     640       1,477       2,117  
China     97       -       97  
Total     2,583       5,251       7,834  

 

 


 

 

Advanced-Stage and Early-Stage Solar Storage Project Pipeline

 

Project Pipeline by Region (as of June 30, 2023):

 

Region   Advanced
Stage
    Early
Stage
   

Total

(MWh)

 
Europe     4,160       2,088       6,248  
U.S.     364       2,144       2,508  
China     78       -       78  
Total     4,602       4,232       8,834  

 

Project Pipeline by Country (as of June 30, 2023):

 

Country   Advanced
Stage
    Early
Stage
   

Total

(MWh)

 
Poland     2,960       -       2,960  
Hungary     -       -       -  
U.K.     160       200       360  
Spain     -       100       100  
Germany     -       -       -  
France     -       -       -  
Italy     1,040       1,788       2,828  
U.S.     364       2,144       2,508  
China     78       -       78  
Total     4,602       4,232       8,834  

 

Growing IPP Asset Portfolio in Attractive PPA Regions

 

In line with our strategic expansion strategy, we are actively involved in developing independent power producer (IPP) projects. Furthermore, we are actively seeking M&A opportunities throughout Europe to capitalize on the advantageous market conditions, such as the increased prices of solar power purchase agreements (PPAs) and the favorable regulatory landscape. We currently own and operate 236 MW of IPP projects, of which ~60 MW is in Europe, ~24 MW in U.S. and ~152 MW in China. In Q2, we sold 29 MW of legacy projects in Henan province and added ~7 MW IPP assets in the focused markets in China.

 

Operating Assets   Capacity (MW)  
Europe     60  
U.S.     24  
China DG     152  
Total     236  

 

 


 

 

Q2 2023 Financial Results:

 

All figures refer to the second quarter of 2023, unless stated otherwise.

 

Revenue

 

Revenue of $33.8 million increased 312% year-over-year and 163% sequentially. The growth in revenue was mainly driven by strong project sales in Europe and our IPP assets.

 

Gross Profit and Gross Margin

 

Gross profit was $12.7 million and gross margin was 37.4%, up from $1.6 million and 12.4% in Q1 2023 and up from $3.7 million and 45.0% in Q2 2022. Gross margin was at the high end of our guidance range primarily driven by improved mix of higher margin projects, particularly in Europe.

 

Operating Expense

 

Operating expenses were $7.6 million, up from $4.6 million in Q1 2023 and up from $3.9 million in Q2 2022. The increase in operating expenses primarily resulted from the recognition of $2.1 million one-time loss from the divestiture of our China rooftop projects in Henan province.

 

Net income attributable to Emeren Group Ltd’s common shareholders

 

Net income attributed to Emeren Group Ltd’s common shareholders was $8.3 million, compared to net loss of $0.2 million in Q1 2023 and net loss of $0.2 million in Q2 2022. Diluted net income attributable to Emeren Group Ltd’s common shareholders per ADS was $0.14, compared to $0.00 in Q1 2023 and $0.00 in Q2 2022.

 

Cash Flow

 

Cash used in operating activities was $2.4 million which was mainly for the continuous development of Poland and Hungary COD projects; cash provided by investing activities was $0.1 million, and cash provided by financing activities was $1.2 million.

 

Financial Position

 

Cash and cash equivalents at the end of Q2 2023 were $60.5 million compared to $66.7 million in Q1 2023.

 

Net asset value (NAV) is approximately $5.98 per ADS.

 

Our debt-to-asset ratio at the end of Q2 2023 was 10.08% compared to 11.29% in Q1 2023.

 

Shares Buyback

 

We purchased approximately $1.4 million ADS during the quarter and plan to continue to execute on the share buyback program, which has approximately $15 million remaining in authorization.

 

 


 

 

Conclusion

 

We believe broad social and governmental support for renewable energy will create a robust environment supporting the growth of solar projects, which in turn should drive exciting growth for us in the quarters ahead. Our strategy is sound, and our track record of execution is strong. We have never been more excited about the future.

 

We would like to thank our employees for their hard work and dedication. We also want to thank our customers, partners and shareholders for your continued support and confidence in Emeren Group Ltd.

 

Sincerely,

 

 

Yumin Liu   Ke Chen
Chief Executive Officer   Chief Financial Officer

 

 


 

 

Second Quarter 2023 Earnings Results Conference Call

 

We will host a conference call today to discuss our second quarter 2023 business and financial results. The call is scheduled to begin at 5:00 p.m. U.S. Eastern Time on Thursday, Aug 31, 2023.

 

Please register in advance to join the conference call using the link provided below and dial in 10 minutes before the call is scheduled to begin. Conference call access information will be provided upon registration.

 

Participant Online Registration:

https://register.vevent.com/register/BI5ae2a793267446319a2712ca854034cb

 

Audio-only Webcast:

https://edge.media-server.com/mmc/p/dcuzrnz9

 

Additionally, an archived webcast of the conference call will be available on the Investor Relations section of Emeren Group Ltd's website at https://ir.emeren.com/.

 

Safe Harbor Statement

 

This press release contains statements that constitute "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. Whenever you read a statement that is not simply a statement of historical fact (such as when the Company describes what it "believes," "plans," "expects" or "anticipates" will occur, what "will" or "could" happen, and other similar statements), you must remember that the Company's expectations may not be correct, even though it believes that they are reasonable. Furthermore, the forward-looking statements are mainly related to the Company's continuing operations and you may not be able to compare such information with the Company's past performance or results. The Company does not guarantee that the forward-looking statements will happen as described or that they will happen at all. Further information regarding risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements is included in the Company's filings with the U.S. Securities and Exchange Commission, including the Company's annual report on Form 20-F. Any forward-looking statement speaks only as of the date on which such statement is made and the Company undertakes no obligation, beyond that required by law, to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made, even though the Company's situation may change in the future. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

 

For investor and media inquiries, please contact:

 

Emeren Group Ltd

Adam Krop

IR.USA@emeren.com

IR@emeren.com

 

Holly Ross

Holly.ross@emeren.com

 

The Blueshirt Group

Gary Dvorchak

+1 (323) 240-5796

gary@blueshirtgroup.com

 

 


 

 

Appendix 1: Unaudited Consolidated Statement of Operations

 

    Three Months Ended     Six Months Ended  
    Jun 30, 2023     Mar 31, 2023     Jun 30, 2022     Jun 30, 2023     Jun 30, 2022  
       
    (in thousands, except per ADS data and ADS)  
       
Net revenues   $ 33,846     $ 12,876     $ 8,206     $ 46,722     $ 11,720  
Cost of revenues     (21,184 )     (11,283 )     (4,517 )     (32,467 )     (6,890 )
Gross profit     12,662       1,593       3,689       14,255       4,830  
                                         
Operating (expenses)/income:                                        
Sales and marketing     (127 )     (92 )     -       (219 )     (3 )
General and administrative     (5,329 )     (4,396 )     (3,875 )     (9,725 )     (6,982 )
Other operating (expenses)/income     (2,160 )     (108 )     (36 )     (2,268 )     (286 )
Total operating expenses     (7,616 )     (4,596 )     (3,911 )     (12,212 )     (7,271 )
                                         
Income (loss) from operations     5,046       (3,003 )     (222 )     2,043       (2,441 )
Other (expenses)/income:                                        
Interest (expenses)/income, net     375       (133 )     (341 )     242       (692 )
Investment income     105       77       76       182       790  
Foreign exchange gains     2,119       2,708       872       4,827       787  
Total other income, net     2,599       2,652       607       5,251       885  
                                         
Income (loss) before income tax     7,645       (351 )     385       7,294       (1,556 )
                                         
Income tax benefit (expense)     37       (264 )     (349 )     (227 )     (456 )
Income (loss), net of tax     7,682       (615 )     36       7,067       (2,012 )
                                         
Less: Net income (loss) attributed to non-controlling interests     (666 )     (421 )     240       (1,087 )     (123 )
Net income (loss) attributed to Emeren Group Ltd     8,348       (194 )     (204 )     8,154       (1,889 )
                                         
Income (loss) attributed to Emeren Group Ltd per ADS                                        
  Basic   $ 0.15     $ (0.00 )   $ (0.00 )   $ 0.14     $ (0.03 )
  Diluted   $ 0.14     $ (0.00 )   $ (0.00 )   $ 0.14     $ (0.03 )
                                         
Weighted average number of ADS used in computing income/(loss) per ADS*                                        
  Basic     57,234,013       57,409,673       66,956,781       57,304,704       66,956,781  
  Diluted     57,600,700       57,409,673       66,956,781       57,671,391       66,956,781  

 

*Each American depositary shares (ADS) represents 10 common shares Appendix 2: Unaudited Consolidated Balance Sheet

 

 


 

 

 

    Jun 30, 2023     Mar 31, 2023     Jun 30, 2022  
    (in thousands)  
ASSETS                        
Current assets:                        
Cash and cash equivalents   $ 60,450     $ 66,729     $ 207,877  
Restricted cash     6       8       157  
 Short-invetements in U.S. Treasury Bills     10,057       9,992       -  
Accounts receivable trade, net     25,511       20,048       27,332  
Accounts receivable unbilled     53,290       51,903       8,744  
Advances to suppliers     754       625       2,398  
Value added tax receivable     7,610       7,142       3,329  
Prepaid expenses and other current assets, net     37,247       17,535       19,366  
Project assets current     33,159       36,711       16,457  
 Deferred tax assets, net     1,039       -       -  
Total current assets     229,123       210,693       285,660  
                         
Property, plant and equipment, net     155,094       172,682       121,199  
Deferred tax assets, net     -       -       739  
Project assets non-current     37,078       31,723       15,940  
Goodwill     1,023       1,023       1,023  
Long-term invetements in U.S. Treasury Bills     -       -       10,043  
Operating lease right-of-use assets     19,722       22,350       16,484  
Finance lease right-of-use assets     17,983       21,504       22,920  
Other non-current assets     17,665       21,751       26,246  
Total assets   $ 477,688     $ 481,726     $ 500,254  
                         
 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                        
Current liabilities:                        
Short-term borrowings     750       1,487       -  
Accounts payable     5,367       5,911       2,720  
Advances from customers     4,598       2,885       202  
Amounts due to related parties     2,226       2,171       9,666  
Other current liabilities     19,469       20,120       6,562  
Income tax payable     1,654       914       489  
Salaries payable     680       550       601  
Operating lease liabilities current     1,149       1,227       205  
Failed sale-lease back and finance lease liabilities current     5,938       8,401       10,692  
Total current liabilities     41,831       43,666       31,137  
                         
Long-term borrowings     22,742       22,024       49  
Deferred tax liabilities, non-current     3,602       3,559       -  
Operating lease liabilities non-current     18,047       20,500       15,428  
Failed sale-lease back and finance lease liabilities non-current     12,706       15,341       21,147  
Total liabilities   $ 98,928     $ 105,090     $ 67,761  
                         
Shareholders' equity                        
Common shares     806,576       806,283       847,745  
Additional paid-in capital     14,116       13,941       13,593  
Treasury stock     (34,623 )     (33,200 )     (20,000 )
Accumulated deficit     (429,223 )     (437,571 )     (434,595 )
Accumulated other comprehensive loss     (16,330 )     (13,764 )     (16,558 )
Total equity attributed to Emeren Group Ltd     340,516       335,689       390,185  
Noncontrolling interest     38,244       40,947       42,308  
Total  shareholders' equity     378,760       376,636       432,493  
Total liabilities and shareholders' equity   $ 477,688     $ 481,726     $ 500,254  

 

 


 

 

Appendix 3: Unaudited Consolidated Statement of Cash Flow

 

    Three Months Ended  
    Jun 30, 2023     Mar 31, 2023     Jun 30, 2022  
    (in thousands)  
Net cash used in operating activities   $ (2,353 )   $ (23,728 )   $ (7,863 )
                          
Net cash provided by (used in) investing activities     116       (1,866 )     (1,973 )
                          
Net cash provided by (used in) financing activities     1,160       (16,150 )     (4,936 )
                          
Effect of exchange rate changes     (5,204 )     1,193       (104 )
Net decrease in cash and cash equivalents and restricted cash     (6,281 )     (40,551 )     (14,876 )
Cash and cash equivalents and restricted cash, beginning of the quarter     66,737       107,288       222,908  
Cash and cash equivalents and restricted cash, end of the quarter     60,456       66,737       208,032  

 

 

 

 


 

 

Use of Non-GAAP Financial Measures

 

To supplement Emeren Group Ltd’s financial statements presented on a GAAP basis, Emeren Group Ltd provides non-GAAP financial data as supplemental measures of its performance.

 

To provide investors with additional insight and allow for a more comprehensive understanding of the information used by management in its financial and decision-making surrounding pro-forma operations, we supplement our consolidated financial statements presented on a basis consistent with U.S. generally accepted accounting principles, or GAAP, with EBITDA, Adjusted EBITDA as non-GAAP financial measures of earnings.

 

● EBITDA represents net income before income tax expense (benefit), interest expense, depreciation and amortization.

 

● Adjusted EBITDA represents EBITDA plus discount of electricity subsidy in China, plus share-based compensation, plus impairment of long-lived assets, plus loss/(gain) on disposal of assets, plus foreign exchange loss/(gain).

 

Our management uses EBITDA, Adjusted EBITDA as financial measures to evaluate the profitability and efficiency of our business model. We use these non-GAAP financial measures to access the strength of the underlying operations of our business. These adjustments, and the non-GAAP financial measures that are derived from them, provide supplemental information to analyze our operations between periods and over time.

 

We find these measures especially useful when reviewing pro-forma results of operations, which include large non-cash impairment of long-lived assets and loss on disposal of assets. Investors should consider our non-GAAP financial measures in addition to, and not as a substitute for, financial measures prepared in accordance with GAAP.

 

 


 

 

Appendix 4: Adjusted EBITDA

 

    Three Months Ended     Six Months Ended  
    Jun 30, 2023     Mar 31, 2023     Jun 30, 2022     Jun 30, 2023     Jun 30, 2022  
                (in thousands)              
Net Income/(loss)   $ 7,682     $ (615 )   $ 36     $ 7,067     $ (2,012 )
Income tax expenses (benefit)     (37 )     264       349       227       456  
Interest expense (income), net     (375 )     133       341       (242 )     692  
Depreciation & Amortization     1,544       2,050       1,663       3,594       3,204  
EBITDA   $ 8,814     $ 1,832     $ 2,389     $ 10,646     $ 2,340  
Discount of electricity subsidy in China     163       (75 )     406       88       615  
Share based compensation     407       441       646       848       1,296  
Loss on disposal of property, plant and equipment     2,128       -       -       2,128       -  
Interest income of discounted electricity subsidy in China     (87 )     -       (281 )     (87 )     (583 )
Foreign exchange gain     (2,119 )     (2,708 )     (872 )     (4,827 )     (787 )
Adjusted EBITDA   $ 9,306     $ (510 )   $ 2,288     $ 8,796     $ 2,881