Consisting of:
New Energy Solar Limited
ACN 609 396 983
New Energy Solar Fund
ARSN 609 154 298
ANNUAL REPORT
31 December 2018
Renewable energy.
Sustainable investments.
N E W E N E R G Y S O L A R
Annual Report
CONTENTS
Chairmans’ Letter .................................................................................i
Business Highlights ........................................................................... vi
Investment Manager’s Report ........................................................... xi
Corporate Governance Statement .......................................................1
Directors’ Report ................................................................................12
Auditor’s Independence Declaration ................................................30
Statement of Profit or Loss and Other Comprehensive Income .....33
Statement of Financial Position ........................................................34
Statement of Changes in Equity ........................................................35
Statement of Cash Flows ....................................................................38
Notes to the Financial Statements .....................................................40
Directors’ Declaration ........................................................................89
Independent Auditor’s Report ...........................................................90
Stock Exchange Information .............................................................95
Additional Disclosures .......................................................................99
Directory ........................................................................................... 101
Chairmans’ Letter
NC-31 south side aerial
view – March 2017
NC-47 aerial view – June 2017
i
Chairmans’ Letter
FOR THE YE AR ENDED 31 DECEMBER 2018
On behalf of New Energy Solar Limited and Walsh & Company Investments Limited (the Responsible
Entity or Walsh & Company), it is our pleasure to present the 2018 Annual Report for New Energy Solar1
(NEW or the Business).
2018 marked the Business’s first year as a listed entity, during which it delivered on its twin goals of
generating financial returns for its investors and making a positive environmental impact.
The key milestones achieved by NEW during 2018 included:
•
•
•
•
Paying a distribution of 7.75 cents per Stapled Security, representing a distribution yield of 5.2%2.
Displacing the equivalent of over 1.2 kilograms of CO2 emissions per Stapled Security for the year3.
Providing a 11.8% return on equity4.
Successfully commissioning seven solar plants in the United States of America (USA) and agreeing to
acquire its first interests in two solar plants in Australia (Manildra and Beryl). As at 31 December 2018,
NEW’s portfolio comprised 22 plants that are operating, acquired and under construction or that NEW
has committed to acquiring with a total capacity of 846MWDC.
•
Increasing net asset value (NAV) by 15 cents (10%) per Stapled Security to $1.60 as at 31 December 2018.
• Maintaining the long-term contracted nature of NEW’s portfolio and diversifying its power purchase
agreement (PPA) counterparties. The Business’ portfolio had a capacity weighted average PPA
remaining term of 16.6 years as at 31 December 2018, which will underpin long-term distributions to
NEW securityholders.
1. New Energy Solar refers to the stapled entity comprised of ordinary shares in New Energy Solar Limited (Company) and units in the
New Energy Solar Fund (Stapled Security).
2. Based upon the 7.75 cents of distributions paid in 2018 and a NEW stapled security price of $1.50 on 31 December 2018.
3. Calculated using the United States Environmental Protection Agency’s “Avoided Emissions and Generation Tool”, data from the
Australian Department of the Environment and Energy, NEW’s proportionate interest in each plant and NEW’s weighted average
stapled securities outstanding of 336,171,810 in 2018.
4. Calculated as the sum of distributions and NAV uplift from NEW’s initial public offering in December 2017 (IPO) divided by IPO
NAV of $1.50.
ii
NEW ENERGY SOLARAnnual Report INCREASED PORTFOLIO DIVERSITY AND SCALE
NEW’s operating portfolio more than doubled in size during the year and as at 31 December 2018 comprised
interests in thirteen plants, representing 454MWDC of capacity (the Operating Portfolio). The Business’s
operating portfolio capacity as 31 December 2017 was 225.6MWDC). This increase principally resulted from:
•
•
Commissioning seven power plants in North Carolina and Oregon.
Successfully acquiring a 49% interest in the 125MWDC Boulder Solar I power plant (Boulder Solar 1)
in Nevada, USA.
•
Agreeing to acquire the Manildra solar power plant (Manildra) in NSW, Australia in June 2018.
In the period since 31 December 2018, NEW’s 7.5MWDC Organ Church plant in North Carolina reached
Commercial Operations5 and material construction progress was made at its Mount Signal 2 solar power
plant (located in Southern California, USA) and Beryl (located in New South Wales, Australia) projects - both
plants are expected to reach Commercial Operation during 2019.
In less than three years since from its creation, the Business has grown its portfolio to comprise 22 solar
plants that are operating, acquired and under construction or that NEW has committed to acquiring across
Australia and the USA with a total capacity of 846MWDC as at 31 December 2018. As at the date of this report,
over half of NEW’s portfolio (by capacity) is now operational, with the remainder of the portfolio expected
to be fully operational by the end of 2019.
With supportive investors like yourself, NEW is now one of the top five largest listed pure-play solar
investors globally with a portfolio value (inclusive of capital committed) of over $1.1 billion6 and a target
gross return of above 7% per annum over the life of our assets7.
ENVIRONMENTAL IMPACT
NEW is proud to be the largest listed Australian owner of solar generation.
For the year ended 31 December 2018, the Operating Portfolio generated 627.5 gigawatt hours (GWh) of
electricity (NEW proportionate interest basis), with this production displacing the equivalent of nearly
412,000 tonnes of CO2 emissions or removing more than 86,000 cars from the road8,9.
5. Generally, when a PPA for the sale of electricity commences; the plant has achieved mechanical completion, and electrical
infrastructure required to interconnect the plant with the electricity grid has been completed. At this time the plant has been
energised, operationally tested and commissioned.
6. For US$ assets, the acquisition prices have been converted into A$ using the FX rates on the dates that binding agreements
were executed.
7. Expected portfolio return over useful life of plants before taxes, management expenses, administration costs and external
corporate borrowing costs.
8. US C02 emissions displacement is calculated using data from the US Environmental Protection Agency’s “Avoid Emissions and
generation Tool” (AVERT). Australian C02 emissions displacement is calculated using data from the Australian Government –
Department of the Environment and Energy.
9. Based upon NEW’s proportionate interest in each plant.
iii
NEW ENERGY SOLARAnnual Report NEW’s contribution to producing emissions-free electricity is expected to grow with the total portfolio
expected to generate more than 1,700 GWh of electricity annually10. This is the equivalent of displacing
about 1,174,000 tonnes of CO2 emissions, powering about 233,000 US and Australian equivalent homes, or
removing nearly 304,000 US and Australian equivalent cars from the road, every year.
FINANCIAL RESULTS
Underlying earnings
The Operating Portfolio generated total underlying revenues of US$42.0 million in the year ended 31
December 2018, with earnings before interest, tax, depreciation and amortisation (EBITDA) of US$32.6
million, of which US$22.3 million was attributable to NEW.
Statutory earnings
During the year ended 31 December 2018, the Business (before currency movements) generated total net
income of $34.7 million, while operating expenses totalled $6.8 million, and an income tax benefit of $1.2
million arose, resulting in earnings (before currency movements) of $29.1 million.
As the Business is treated as an Investment Entity for accounting purposes, all revaluation gains and losses
are passed through the profit and loss statement. As the Australian dollar depreciated by 9.7% against the
US dollar during the year (the A$:US$ rate was 0.7809 as at 31 December 2017 compared with 0.7049 as at 31
December 2018), the Business recorded total foreign exchange gains of $51.1 million over the period which
led to a total combined profit of $80.2 million.
As at 31 December 2018, the Business had net assets of $555.7 million (31 December 2017: $472.3 million),
representing a net asset value (NAV) of $1.60 per Stapled Security (31 December 2017: $1.45), an increase
of 15 cents per Stapled Security from 31 December 2017. This increase was principally the result of the
appreciation of the US dollar highlighted above and gains on underlying solar asset investment fair values,
offset by distributions to investors for the period.
GEARING
NEW utilises a prudent level of gearing and its’ external ‘look-through’ gearing11 as at 31 December 2018
was 48.7%. This gearing level compares to NEW’s targeted gearing ratio of 50% of gross assets.
NEW also had a weighted average debt maturity of 10.5 years as at 31 December 2018, reflecting the long-
term contracted nature of the PPA’s underpinning its plants and the diversified nature of its funding base.
10. Generation is illustrative of the total production of each solar power plant based on P50 forecasts and all plants commissioned
as expected. NEW’s proportionate share of generation is expected to be approximately 1,580 GWh.
11. Gearing = gross debt / gross asset value.
iv
NEW ENERGY SOLARAnnual Report N E W E N E R G Y S O L A R
Annual Report
A SUSTAINABLE INVESTMENT WITH POSITIVE IMPACT
By participating in the global transition towards renewable energy, it is our aim to assist in meeting the
world’s growing energy demand and generate positive social impact alongside attractive financial returns.
During 2018, the Business also announced that it has partnered with SolarBuddy, an Australian registered
charity working to provide safe, reliable and innovative energy solutions to communities across the
world. As part of this partnership, NEW is proud to support SolarBuddy in building and distributing over
20,000 solar lanterns, providing 60,000 children across Papua New Guinea and Africa with access to safe
solar lighting.
NEW also published its inaugural Sustainability Report during 2018. The report details how NEW
contributes to 12 of the 17 Sustainable Development Goals set by the United Nations through its SolarBuddy
partnership, community involvement and investments.
BUSINESS OUTLOOK
The outlook for the Business remains strong with the continued price competitiveness of solar energy in our
key markets, the United States of America and Australia.
The Business currently expects to maintain or grow its distribution per Stapled Security during 2019,
supported by the expected commissioning of its Mount Signal 2 (MS2) and Beryl plants and the continued
performance of the Operating Portfolio.
On behalf of the Boards, we thank you for your support and look forward to NEW’s continued success
during 2019. We also thank the Investment Management team for its significant contribution to the success
of the Business.
Yours faithfully,
ALEX MACLACHLAN
Chairman of the Responsible Entity
15 February 2019
JEFFREY WHALAN
Chairman of the Company
v
Business Highlights
TID array – close up –
September 2017
vi
TID array – September 2017
N E W E N E R G Y S O L A R
Annual Report
Business Highlights
FOR THE YE AR ENDED 31 DECEMBER 2018
KEY MILESTONES
NEW’s Business Objectives:
• To acquire attractive large-scale solar power
plants and associated assets, with contracted
cash flows and creditworthy offtakers.
• To help investors generate positive social
impacts and financial returns through
these investments.
Figure 1: New Energy Solar’s key milestones
November
NEW Established
August
Committed to acquire majority interest in NC-31
solar power plant (NC-31)
December
Second equity raising completed. Acquisition of Stanford
solar power plant (Stanford) and TID solar power plant (TID)
May
NEW establishes permanent US office
NC-47 acquisition completed
October
Rosamond US debt private placement completed
Committed to acquire 130MWDC Rigel Portfolio
February
Committed to acquire MS2
Acquired interest in Boulder Solar 1
June
Agreement to acquire Manildra, NEW’s 1stAustralian plant
NEW & Clean Energy Finance Corporation
sign binding agreements for $50m facility
August
$22m security purchase plan (SPP) completed
Construction commenced at MS2 and Beryl solar power plants
November
Completion of construction and commissioning of six plants
in North Carolina and Oregon
New Energy Solar is an award-winning sustainable
investment business focused on investing in large-scale
solar power plants that generate emissions-free power.
As Australia’s first ASX-listed solar infrastructure
business, since its establishment NEW has:
•
Invested or committed to invest over $1.1 billion in
solar power plants in the United States of America
and Australia.
• Acquired or committed to acquire a portfolio of
22 solar asset power plants, representing total
capacity of 846MWDC. The key events in New
Energy Solar’s history are set out below.
2
0
1
5
2
0
1
6
2
0
1
7
2
0
1
8
2
0
1
9
January
Initial capital raising completed
October
Committed to acquire majority interest in NC-47
solar power plant (NC-47)
March
NC-31 acquisition completed
June
Announced Distribution Reinvestment Plan (DRP)
Announced first distribution
December
$202m equity raising and listing on the ASX
March
Acquired interest in MS2
July
Acquisition of minority interests in NC-31 and NC-47
Agreement to acquire Beryl, NEW’s 2nd Australian plant
Issuance of 18.5-year US private placement notes
February
NEW:
• 2 offices; 17 staff
• Yearly distribution of 7.75 cents per stapled security
• Over $1.1bn of capital committed or invested in an 846MWDC
solar power plant portfolio
– 462 MWDC operating portfolio
– 311 MWDC acquired and under construction
– 74 MWDC committed portfolio
vii
BUSINESS ACHIEVEMENTS
To deliver on its objectives, and produce its key investment benefits, the Business has a well-defined investment
strategy, and clear criteria on which to measure success. The Business made further progress towards its objectives
during 2018 and believes continued execution of the strategy will result in ongoing success and growth in returns to
securityholders.
Figure 2: New Energy Solar’s business achievements to date
Reaching global scale – now a
leading global renewable investor
in solar PV power
More than two million solar
panels generating emissions
free electricity13
22 plants across two continents12
Total portfolio capacity of
846MWDC
12
Displacing an estimated 1,174,000
tonnes14 of CO2
12
Powering 233,000 US and
Australian equivalent homes15
Removing 304,000 US and
Australian equivalent cars from
the road12,16
Distributed more than $25 million
to investors in 2018
Capacity weighted average
PPA term of 16.6 years 17
12. Estimates assume all construction and committed solar power plants are operational and all plants are owned on a 100% basis.
13. Figure excludes Rigel Portfolio. Rigel Portfolio refers to the portfolio of solar power plants NEW has committed to acquire from
Cypress Creek Renewables if certain conditions are met.
14. US C02 emissions displacement is calculated using data from the US Environmental Protection Agency’s “Avoid Emissions and
generation Tool” (AVERT). Australian C02 emissions displacement is calculated using data from the Australian Government –
Department of the Environment and Energy.
15. Calculated using data from the US Energy Information Administration (principal agency of the US Federal Statistical System) and
the Australian Energy Regulator.
16. Calculated using data from the US Environmental Protection Agency and the Australian Bureau of Statistics.
17. As at 31 December 2018 and assumes the option to extend the Manildra PPA is exercised.
viii
NEW ENERGY SOLARAnnual Report
NEW ENERGY SOLAR STRUCTURE
The following diagram is provided to assist with understanding the financial statements set out in this annual
financial report.
Figure 3: New Energy Solar structure
Stapled Securityholders
1 Share
1 Unit
New Energy Solar
Manager Pty Limited
(Investment Manager)
New Energy Solar
Limited (Company)
New Energy
Solar
(Fund)
New Energy Solar
Fund (Trust)
Walsh & Company
Investments Limited
(Responsible Entity)
Equity Investment
New Energy Solar Australia
HoldCo #1 Pty Ltd
Distributions
Underlying Subsidiaries1
Australia
United States of America
Dividends
Equity
Investment
Interest
Loan
New Energy Solar US Corp
Distributions
Underlying Subsidiaries1
1. Underlying plants are held by subsidiaries via partnership structures.
The financial statements of both entities in the stapled structure are shown alongside one another as permitted by
ASIC Corporations (Stapled Group Reports) Instrument 2015/838. The column headed “Fund” has been shown
to reflect the combined financial statements of the Company and its subsidiaries and the Trust and its subsidiaries,
together representing the Fund. It reflects the stapled securityholders’ combined interest in the Company and the
Trust by combining the Company and the Trust financial information after eliminating transactions and balances
between the Company and the Trust.
The Company and the Trust invest in solar plants via the Company’s wholly owned subsidiaries New Energy Solar
US Corp (NES US Corp) and New Energy Solar Australia HoldCo #1 Pty Limited (NESAH1). NES US Corp is funded
by a combination of equity from the Company and a loan from the Trust, both of which are denominated in US
dollars. NESAH1 is funded by equity and a loan from the Company.
As the Company and the Trust are considered to meet the definition of an ‘Investment Entity’ (refer ‘Summary of
significant accounting policies’ in the annual financial report), NES US Corp and NESAH1 are not consolidated and
are required to be held at fair value in the Company’s financial statements. Furthermore, as the combined accounts
reflect the net investment of the Company and the Trust in the underlying subsidiaries via equity investment and
loans receivable, the loans receivable are also shown at fair value. The total investment (equity investment and loans
receivable together) in NES US Corp and NESAH1 is presented on the statement of financial position as “financial
assets held at fair value through profit or loss”.
ix
NEW ENERGY SOLARAnnual Report N E W E N E R G Y S O L A R
Annual Report
The impact of this “Investment Entity” classification on the presentation of the financial statements is that the main
operating revenues of the Fund consist of either dividends from NES US Corp and NESAH1, fair value movements in
the value of the Company’s equity holding in NES US Corp and NESAH1 and the Trust’s loan receivable to NES US
Corp, and interest income on the loan from the Trust to NES US Corp. Underlying subsidiaries net operating income
and other expenses are reflected through the fair value movement in the profit or loss statement.
The underlying earnings of solar plants, being revenues from the sale of energy under the PPA less operating
expenses, are distributed on a periodic basis from the underlying plants through to NES US Corp and NESAH1, and
underpin the ability to pay interest on the loan to the Trust and dividends to the Company as noted above. These
funds ultimately underpin the Fund’s distributions/dividends to securityholders.
Additionally, as the Company’s equity investment in NES US Corp and the Trust loan to NES US Corp are
denominated in US dollars, the Fund is also exposed to valuation movements associated with foreign exchange
rate movements.
x
Investment Manager’s
Report
NC-47 aerial view –
June 2017
NC-31 site inspection – October 2017
xi
Investment Manager’s Report
FOR THE YE AR ENDED 31 DECEMBER 2018
OVERVIEW OF THE NEW PORTFOLIO
INTERESTS IN 22 PL ANTS WITH 846MW DC CAPACIT Y18 AS AT 15 FEBRUARY 2019
NEW’s portfolio as at 31 December 2018 comprised 22 solar power plants in the US and Australia that are
operational, acquired and under construction, or that NEW has committed to acquiring. Details of the NEW
portfolio are set out below.
During 2018, NEW acquired or agreed to acquire solar power plants located in New South Wales (Australia),
California and Nevada (USA), and increased the size of its portfolio by nearly 500MWDC, making NEW a leading
global renewable investor in solar photovoltaic (PV) power.
The highlights of NEW’s activities over 2018 included:
• Entering the Australian solar power market, with NEW agreeing to acquire its first two Australian plants,
Manildra (which commenced operations during the year) and Beryl (which is currently under construction).
• Acquiring a 49% interest in Boulder Solar 1 in Nevada in February 2018.
• Acquiring MS2 in Southern California in March 2018 and commencing construction in August 2018.
• Successfully commissioning seven plants (with capacity of 48MWDC) in North Carolina and Oregon19.
• Acquiring the minority interests in NC-31 and NC-47 in July 2018.
18. Includes plants that are wholly or partially owned by NEW. Total portfolio of 846MWDC includes plants that are operational,
acquired and under construction or that NEW has committed to acquiring.
19. Note in addition to these plants, Organ Church achieved Commercial Operation in February 2019.
xii
NEW ENERGY SOLARAnnual Report N E W E N E R G Y S O L A R
N E W | Q UA R T E R LY U P DAT E
Annual Report
December 2018
PORTFOLIO SUMMARY11
Figure 4: NEW portfolio summary: Over 845MWDC across two continents
OREGON PLANTS
ADDITIONAL COMMITTED US PLANTS
NORTH CAROLINA PLANTS
Name
Capacity
(MWDC)
Offtaker
Name
Capacity
(MWDC)
Location
Expected
Offtaker
Name
Capacity
(MWDC)
Offtaker
Bonanza
6.8
PacifiCorp
Pendleton
8.4
PacifiCorp
Total
15.2
CALIFORNIA PLANTS
Name
Capacity
(MWDC)
Offtaker
Stanford 67.4
Stanford University
Turlock Irrigation
District
Southern
California Edison
TID
67.4
MS2
199.6
Total
334.4
NEVADA PLANTS
Name
Capacity
(MWDC) Offtaker
Boulder Solar 1
124.8
NV Energy
KEY
Operational
Acquired/under construction
Committed
Rigel Portfolio20
73.8
North
Carolina
and Oregon
Duke Energy
Progress and
PacifiCorp
NC-31
NC-47
Hanover
Arthur
43.2
47.6
7.5
7.5
Church Road
5.2
Heedeh
5.4
Organ Church
7.5
County Home
7.2
Total
131.1
Duke Energy
Progress
Duke Energy
Progress
Duke Energy
Progress
Duke Energy
Progress
Duke Energy
Progress
Duke Energy
Progress
Duke Energy
Carolinas
Duke Energy
Progress
NEW SOUTH WALES PLANTS
Name
Capacity
(MWDC)
Offtaker
Manildra
55.9
EnergyAustralia
Operational
Beryl
110.9
Sydney Metro
Total
166.8
NEW PORTFOLIO COMPOSITION (BY PLANT) AS AT 31 DECEMBER 2018
NEW Portfolio Composition (MW )
11
DC
NEW Portfolio by Stage11
73.8
43.243.2
47.6
108.4
124.8
55.9
199.6
67.4
67.4
Bonanza, 6.8
Pendleton, 8.4
Arthur, 7.5
County Home, 7.2
Hanover, 7.5
Organ Church, 7.5
Church Road, 5.2
Heedeh, 5.4
900
800
700
600
500
C
D
W
M
400
300
355 MW
81
48
81
735 MW
74
248
844 MW
74
74
316
322
454
448
20. Rigel Portfolio refers to the portfolio of solar power plants NEW has committed to acquire from Cypress Creek Renewables if
200
48
414
certain conditions are met. Refer to ‘Committed Plants’ section of this report for further information.
226
100
NC-31
TID
Boulder Solar I
NC-47
MS2
Beryl
Stanford
Manildra
Rigel Portfolio
0
226
IPO
30 June 2018
31 December 2018
Operational
Acquired & under construction
Committed
xiii
2
Figure 5: NEW portfolio composition (MWDC capacity)21
21. Includes plants that are wholly or partly owned by NEW and accounts for capacity on a 100% ownership basis. Total portfolio of
846 MWDC includes plants that are operational, acquired and under construction or that NEW has committed to acquiring.
22. Refers to the portion of the Rigel Portfolio that is operational.
23. Refers to the portion of the Rigel Portfolio is remains committed.
xiv
NEW ENERGY SOLARAnnual Report As at 15 February 2019, over half of NEW’s portfolio (by capacity) is now operational, with the remainder of the
portfolio (including committed plants) expected to be fully operational by the end of 2019. Once all of NEW’s solar
power plants are fully operational, the total NEW portfolio is expected to generate enough electricity annually to
power about 233,000 US and Australian equivalent homes and displace in excess of 1.17 million tonnes of CO2
emissions, or removing about 304,000 US and Australian equivalent cars from the road, every year.
NEW’S OPERATING PORTFOLIO PERFORMANCE
INTERESTS IN 13 PLANTS WITH CAPACITY OF 454MWDC AS AT 31 DECEMBER 2018
INTERESTS IN 14 PLANTS WITH CAPACITY OF 462MWDC AS AT 15 FEBRUARY 2019
Figure 6: Operating Portfolio generation24
80
60
h
W
G
40
20
-
7
1
n
a
J
7
1
b
e
F
7
1
r
a
M
7
1
r
p
A
7
1
y
a
M
7
1
n
u
J
7
1
l
u
J
7
1
g
u
A
7
1
p
e
S
7
1
t
c
O
7
1
v
o
N
7
1
c
e
D
8
1
n
a
J
8
1
b
e
F
8
1
r
a
M
8
1
r
p
A
8
1
y
a
M
8
1
n
u
J
8
1
l
u
J
8
1
g
u
A
8
1
p
e
S
8
1
t
c
O
8
1
v
o
N
8
1
c
e
D
NC-31
NC-47
Stanford
TID
Boulder Solar I
Manildra
Rigel Portfolio
(operational)
24. Production included for all solar power plants on a NEW proportionate interest basis.
xv
NEW ENERGY SOLARAnnual Report
OPERATING PORTFOLIO PERFORMANCE
Tables 1 and 2 show the underlying generation and financial performance of NEW’s Operating Portfolio for the year
ended 31 December 2018. Generation and profits are expected to increase in future periods as NEW’s solar power
plants under construction are commissioned.
Table 1: NEW portfolio
PLANT
CAPACITY
(MWDC)
2018
GENERATION
(GWH)
PPA
TERM
REMAINING
(YEARS)
PPA
EXPIRY
DATE
PLANT
NC-31
NC-47
Stanford
TID
Operating
Acquired
and Under
Construction
Committed
Boulder Solar 1
Manildra
Rigel Portfolio
(Operating)
Organ Church
Operating Portfolio
Mount Signal 2
Beryl
Rigel Portfolio
Total
NEW
PROPORTIONATE
SHARE26
57.9
GROSS 25
63.0
43.2
47.6
67.4
67.4
124.8
55.9
48.028
7.5
461.8
199.6
110.9
73.8
846.1
72.8
152.5
153.2
256.8
51.3
18.3
–
767.8
–
–
–
767.8
68.8
152.4
153.0
125.8
51.327
8.1
8.3
23.0
18.2
18.1
12.0
2027
2027
2041
2037
2037
2030
18.329
Various
Various
–
627.5
–
–
–
627.5
15.0
15.6
20.0
15.030
Various31
16.6
2034
-
2040
2034
Various
-
The Operating Portfolio’s strong generation growth has been driven by increasing capacity from acquisitions and
construction of plants completed during the year. As at 15 February 2019, over half of the Business’s portfolio is
now operational, and construction of Mount Signal 2 and Beryl are expected to be completed by the end of 2019.
The benefits of the portfolio’s increasing scale and diversification were seen during 2018, where it performed
broadly in line with management’s weather-adjusted performance expectations.
25. Generation calculated on a 100% ownership basis.
26. Generation attributed to NEW’s proportionate interest in each plant.
27. Includes generation contribution from acquisition date.
28. Excludes Organ Church which achieved Commercial Operation during February 2019 and did not contribute any generation to
NEW during the year ended 31 December 2018.
29. Includes generation contribution from plant’s achievement of Commercial Operations.
30. Beryl’s 15-year PPA with Sydney Metro.
31. PPA terms of committed projects have been determined from their expected Commercial Operation date.
xvi
NEW ENERGY SOLARAnnual Report The strong margins and profit generating characteristics of the Operating Portfolio are illustrated by its underlying
earnings shown in Table 2 below.
Table 2: Operating Portfolio underlying financial performance for the year to 31 December 2018.
Comparison to prior periods32
Revenue
Less: Operating expenses
EBITDA
Less: Distributions to tax equity investors and
EBITDA attributable to co-investors
EBITDA attributable to NEW
YEAR ENDED
31 DECEMBER 2018
YEAR ENDED
31 DECEMBER 2017
US$42.0m
(US$9.4m)
US$32.6m
(US$10.3m)
US$22.3m
US$21.7m
(US$4.4m)
US$17.3m
(US$5.5m)
US$11.9m
The Business grew its underlying revenues by US$20.3m (94%) and EBITDA attributable to it by US$10.4m (88%)
during the year ended 31 December 2018 compared to the prior year. While there was variability at an individual
solar power plant level, generation and availability of the solar power plants in the Operating Portfolio as a whole
was broadly in line with the Investment Manager’s expectations during the year.
NEW’s proportionate share of production from the Operating Portfolio during 2018 was about 627.5GWh
(390.2GWh for 2017)33, representing a 237GWh increase in generation or a 61% from the prior corresponding
period, with the increase being attributable to:
• The acquisition by NEW of its interests in Boulder Solar 1 and Manildra.
• A full period of operations from NC-31 and NC-47 and the acquisition of the minority interests in each.
• Production from the operating Rigel Portfolio solar plants that reached Commercial Operation during 2018.
EVENTS SUBSEQUENT TO 31 DECEMBER 2018
At the date of this report (15 February 2019), NEW’s Operating Portfolio comprised interests in 14 plants across
the USA and Australia with a total capacity of 462MWDC of capacity. These figures include the 7.5MWDC Organ
Church solar plant in North Carolina that reached Commercial Operation during February 2019.
Additional NEW solar power plants are expected to commence commercial operations during 2019, as construction
and commissioning activities are completed at Mount Signal 2 and Beryl.
32. Underlying earnings calculated based on unaudited financial statements and management reports. Manildra underlying earnings
converted from AUD to USD at FX rate of 1AUD:0.7049USD. Manildra operational expenses have been estimated as actual
figures were not available as at 15 February 2019.
33. Based upon NEW’s proportionate interest in each plant.
xvii
NEW ENERGY SOLARAnnual Report PLANTS ACQUIRED AND UNDER CONSTRUCTION
INTERESTS IN 3 PLANTS WITH CAPACITY OF 318MWDC AS AT 31 DECEMBER 2018
INTERESTS IN 2 PLANTS WITH CAPACITY OF 311MWDC AS AT 15 FEBRUARY 2019
NEW made considerable progress during the year with the completion of construction and achievement of
Commercial Operations at seven solar plants located in North Carolina and Oregon (Hanover, Arthur, Heedeh,
Church Road, Pendleton, County Home and Bonanza). The Organ Church solar plant achieved Commercial
Operation in February 2019.
During 2019 NEW also acquired interests in two solar plants (Mount Signal 2 in California, USA and Beryl in NSW,
Australia) where construction activities are ongoing. Construction for both plants is progressing on schedule and
both are expected to be commissioned during 2019.
COMMITTED PLANTS
6 PL ANTS WITH CAPACIT Y OF 74 MW DC AS AT 31 DECEMBER 2018
NEW has committed to acquire six plants (four in North Carolina and two in Oregon), subject to meeting conditions
precedent, as part of the Rigel Portfolio acquisition announced in October 2017. Funding and construction of these
plants are expected to be delayed due to design and development issues.
Under the terms of the Rigel Portfolio acquisition, NEW is not obliged to fund these projects until they achieve all
relevant development milestones.
NEW is continuing to work with the plants’ developer on these plants in addition to new plant opportunities.
xviii
NEW ENERGY SOLARAnnual Report INVESTMENTS & GEARING
INVESTMENTS
As at 31 December 2018, on a look through basis the Business reported a gross asset value (GAV) of A$1.095bn,
which corresponds to a net asset value of A$555.7m or A$1.60 per Stapled Security. A detailed breakdown of
NEW’s GAV is included in Table 3 below.
NEW’s NAV increased by A$83.4m during the year ended 31 December 2018 as a result of equity and debt
raisings, the depreciation in the Australian dollar and decreased discount rates utilised in the calculation of fair
value for its investments.
Table 3: NEW GAV as at 31 December 201834
PLANT
Stanford
TID
NC-31
NC-47
Boulder Solar I
Subtotal (US$)
Subtotal (A$ equivalent)
Plants under construction or recently
completed35
Subtotal
NEW working capital / adjustments
Total (Net Asset Value)
GAV RECONCILIATION
Net Asset Value
Add: Asset level value of debt
Subtotal
Less: Mount Signal 2 Tax Equity Bridge Loan
NEW Working capital / adjustments
Gross assets
EQUITY
DEBT
US$89.4m
US$56.4m
US$79.0m
US$26.2m
US$45.4m
US$213.7m
A$303.2m
US$21.5m
US$104.1m
A$147.7m
ENTERPRISE
VALUE
US$75.0m
US$70.8m
US$50.2m
US$55.0m
US$66.9m
US$317.8m
A$450.9m
A$223.9m
A$464.0m
A$687.9m
A$611.7m
A$1,138.9m
A$527.1m
A$28.6m
A$555.7m
A$555.7m
A$611.7m
A$1,167.4m
(A$88.7m)
A$16.6m
A$1,095.3m
34. US$ figures converted to A$ at US$:A$ exchange rate of 0.7049 as at 31 December 2018. Figures may not add due to rounding.
35. Includes Mount Signal 2, Manildra and the portion of the Rigel portfolio that had met all funding requirements as at
31 December 2018.
xix
NEW ENERGY SOLARAnnual Report Refer to Note 16 of the Financial statements for further information on NEW’s financial assets held at fair value
through profit or loss.
Further detail on the debt figures used in the table above is incorporated into Table 4.
Figure 7: Change in NAV since 31 December 201736
50.8
50.8
0.4
0.4
32.4
32.4
319.9
319.9
1,000
1,000
900
900
800
800
700
700
600
600
m
$
A
500
500
472.3
472.3
19.5
19.5
(302.5)
(302.5)
(26.2)
(26.2)
(3.0)
(3.0)
(7.8)
(7.8)
555.7
555.7
17)
0
7
3
V -
hange in F
Plants
C
400
400
V
A
ber 2
pening N
(31 Decem
O
8
3
ns
o
uisiti
Acq
ovement
Fair value
X m
F
9
3
nal
o
X gains
perati
O
F
0
4
41
uity issued
Cash / working
ovement
capital m
Eq
ns
o
ti
u
Distrib
uybacks
B
18)
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ng costs
V
A
ber 2
Closing N
perati
(31 Decem
O
36. Movements may not be additive due to rounding.
37. Change in Fair Value attributed to operating plants over the period.
38. Refers to the acquisitions of Boulder Solar I, Mount Signal 2, minority interests in NC-31 and NC-47, the portion for the Rigel
portfolio that was funded as at 31 December 2018 and Manildra.
39. Foreign exchange gains on cash balances.
40. Proceeds received from NEW’s DRPs and SPP.
41. Includes debt proceeds raised against operating assets.
xx
NEW ENERGY SOLARAnnual Report GE ARING
NEW had gross external ‘look-through’ debt outstanding of $533.4m as at 31 December 2018, reflecting a
gearing ratio of 48.7%42 (NEW has a target gearing ratio of 50% of gross assets).
NEW’s weighted average debt maturity of 10.5 years as at 31 December 2018 reflects the long-term contracted
nature of the PPA’s underpinning its solar power plants and the diversified sources from which it has sourced its
debt funding.
NEW’s group debt facilities outstanding as at 31 December 2018 are set out below:
Table 4: NEW debt facilities outstanding as at 31 December 201843
FACILITY
North Carolina Facility
US Private Placement 1
TYPE
Loan
Bond
ESTIMATED
AVERAGE
DRAWN
BALANCE OVER
2018 (NON-
CAPITALISING
FACILITIES)
FACILITY SIZE
DRAWN
SECURITY
US$26.2m
US$26.2m NC-31 & NC-47
US$23.1m
US$62.5m
US$62.5m Stanford & TID
US$62.5m
Mount Signal 2 Facility44
Construction loan
US$217.8m US$209.3m Mount Signal 2
Loan
Bond
US$45.0m
US$0.0m
Corporate
US$22.7m
US$22.7m Boulder Solar I
US$11.4m
US$374.2m US$320.7m
US$100.7m
US Revolving Credit Facility
US Private Placement 2
US Facilities Subtotal
US Facilities Subtotal
(A$ equivalent)
CEFC Facility
A$530.9m
A$455.0m
Loan
A$50.0m
A$0.0m
Corporate
Manildra Facility46
Construction loan
A$81.7m
A$78.4m
Manildra
Australian Facilities Subtotal
Total Debt
Gross assets
Gross Look Through Gearing (%)
A$131.7m
A$78.4m
A$662.6m
A$533.4m
A$1,095.3m
48.7%
Refer to Note 9 of the Financial statements for further information on NEW’s group debt facilities.
42. Gearing = gross debt / gross asset value (GAV).
43. US$ facilities converted to A$ at US$:A$ exchange rate of 0.7049 as at 31 December 2018.
44. Includes US$8.5m Mount Signal 2 revolving loan facility which was undrawn as at 31 December 2018.
45. Mount Signal 2 Facility excluded as interest payments are capitalising over the construction period.
46. Includes A$6.0m GST facility, A$4.2m of which was drawn as at 31 December 2018.
N/A45
US$3.8m
A$142.9m
–
A$18.5m
A$18.5m
A$161.4m
xxi
NEW ENERGY SOLARAnnual Report NEW ENERGY SOLAR’S INVESTMENTS
OPER ATING SOL AR POWER PL ANTS A S AT 15 FEBRUARY 2019
North Carolina 43 MWDC Plant (NC-31)
Bladenboro, Bladen County, North Carolina, USA
Location
Generating Capacity 43.2 MWDC/34.2 MWAC
Commercial
Operations Date
(COD)
March 2017
NC-31 Aerial View – May 2017
PPA Term
PPA Offtaker
O&M Service
Provider
Asset Description
10 years from COD
Duke Energy Progress, Inc.
Grupo GranSolar, LLC
NC-31 is located on a 196-acre leased site in
Bladenboro, Bladen County, North Carolina, which is
approximately 232 kilometres east of Charlotte, North
Carolina. The plant commenced commercial operations
in March 2017. NEW committed to acquiring a majority
interest in NC-31 in August 2016 and acquired its
interest in the plant in March 2017. NEW acquired the
minority interests in NC-31 in July 2018.
NC-31 Aerial View – October 2017`
North Carolina 48 MWDC Solar Power Plant (NC-47)
Location
Generating Capacity 47.6 MWDC/33.8 MWAC
COD
May 2017
Maxton, Robeson County, North Carolina, USA
PPA Term
10 years from COD
PPA Offtaker
Duke Energy Progress, Inc.
O&M Service
Provider
DEPCOM Power, Inc.
NC-47 Aerial View – May 2017
Asset Description
NC-47 is located on a 260-acre leased site in
Maxton, Robeson County, North Carolina, which is
approximately 166 kilometres east of Charlotte.
NC-47 commenced commercial operations in May
2017. NEW committed to acquiring a majority interest
in the plant in October 2016 and acquired its interest
in May 2017. NEW acquired the minority interests in
NC-47 in July 2018.
NC-47 Aerial View – May 2017
xxii
NEW ENERGY SOLARAnnual Report Stanford Solar Power Plant (Stanford)
Stanford Aerial View – October 2017
Location
Generating
Capacity
COD
PPA Term
PPA Offtaker
O&M Service
Provider
Asset Description
Rosamond, Kern County, California, USA
67.4 MWDC/54 MWAC
December 2016
25 years from COD
Stanford University
SunPower Corporation, Systems
Stanford is located on a 242-acre leased site in
Rosamond, Kern County, California, which is
approximately 120 kilometres north of Los Angeles.
Stanford is located next to the TID solar power plant
and commenced operations in December 2016.
NEW acquired its substantial majority interest in
Stanford in December 2016.
Stanford Aerial View – October 2017
Turlock Irrigation District Power Plant (TID)
Location
Generating Capacity 67.4 MWDC/54 MWAC
COD
December 2016
Rosamond, Kern County, California, USA
TID Aerial View – October 2017
PPA Term
PPA Offtaker
O&M Service
Provider
Asset Description
20 years from COD
Turlock Irrigation District
SunPower Corporation, Systems
TID is located on a 265-acre leased site in
Rosamond, Kern County, California, approximately
120 kilometres north of Los Angeles. TID is located
next to Stanford and commenced operations in
December 2016. NEW acquired its substantial
majority interest in TID in December 2016.
TID Aerial View – October 2017
xxiii
NEW ENERGY SOLARAnnual Report N E W E N E R G Y S O L A R
Annual Report
Location
Generating Capacity 124.8MWDC / 100MWAC
Boulder City, Nevada, USA
COD
PPA Term
PPA Offtaker
O&M Service
Provider
Asset Description
December 2016
20 years from 1 January 2017
NV Energy (owned by Berkshire Hathaway)
SunPower Corporation, Systems
Boulder Solar 1 is located on a 542-acre leased site in
Boulder City, Clark County, Nevada, approximately 50
kilometres south of Las Vegas. The plant commenced
commercial operations in December 2016. NEW
acquired a 49% minority interest in Boulder Solar 1 in
February 2018.
Location
Generating Capacity 7.5MWDC / 5.0MWAC
Maysville, North Carolina, USA
COD
PPA Term
April 2018
15 years from COD
PPA Offtaker
Duke Energy Progress, Inc.
O&M Service
Provider
Asset Description
Cypress Creek Renewables O&M (CCR O&M)
Hanover is located on a 45-acre leased site in
Maysville, North Carolina. The plant commenced
commercial operations in April 2018
Boulder Solar 1 Power Plant (Boulder Solar 1)
Boulder Solar 1 Ground View – January 2018
Boulder Solar 1 Aerial View – January 2018
Hanover Solar Power Plant (Hanover)
Hanover Ground View – April 2018
Hanover Ground View – April 2018
xxiv
N E W E N E R G Y S O L A R
Annual Report
Manildra Solar Power Plant (Manildra)
Location
Generating
Capacity
COD
PPA Term
PPA Offtaker
O&M Service
Provider
Manildra, New South Wales, Australia
55.9MWDC / 46.7MWAC
December 2018
10 years from COD, with an option to extend
to 2030
EnergyAustralia
EnergyAustralia
Manildra Aerial View – July 2018
Asset Description Manildra is located on a 120-hectare leased site 1.5
kilometres north east of the Manildra town centre.
Manildra is currently operating and delivering
electricity into the National Electricity Market.
The plant achieved full commercial operations in
December 2018. NEW announced its agreement to
acquire Manildra in June 2018.
Manildra Aerial View – July 2018
Arthur Solar Power Plant (Arthur)
Location
Generating Capacity 7.5MWDC / 5.0MWAC
COD
July 2018
Tabor City, North Carolina, USA
Arthur Ground View – August 2018
PPA Term
PPA Offtaker
O&M Service
Provider
Asset Description
15 years from COD
Duke Energy Progress, Inc.
CCR O&M
Arthur is located on a 35-acre leased site in Tabor
City, North Carolina. The plant commenced
commercial operations in July 2018.
Arthur Ground View – August 2018
xxv
N E W E N E R G Y S O L A R
Annual Report
Heedeh Solar Power Plant (Heedeh)
Heedeh Ground View – August 2018
Location
Generating Capacity 5.4MWDC / 4.5MWAC
Delco, North Carolina, USA
COD
PPA Term
PPA Offtaker
O&M Service
Provider
Asset Description
July 2018
15 years from COD
Duke Energy Progress, Inc.
CCR O&M
Heedeh is located on a 21-acre leased site in Delco,
North Carolina. The plant commenced commercial
operations in July 2018.
Location
Generating Capacity 5.2MWDC / 5.0MWAC
Angier, North Carolina, USA
COD
PPA Term
PPA Offtaker
O&M Service
Provider
Asset Description
August 2018
15 years from COD
Duke Energy Progress, Inc.
CCR O&M
Church Road is located on a 21-acre leased site
in Angier, North Carolina. The plant commenced
commercial operations in August 2018.
Heedeh Ground View – August 2018
Church Road Solar Power Plant (Church Road)
Church Road Ground View – May 2018
Church Road Ground View – May 2018
NC-47 Aerial View – May 2017
xxvi
N E W E N E R G Y S O L A R
Annual Report
Pendleton Solar Power Plant (Pendleton)
Pendleton Ground View – October 2018
Location
Generating
Capacity
COD
PPA Term
PPA Offtaker
O&M Service
Provider
Asset Description
Pendleton, Oregon, USA
8.4MWDC / 6.0 MWAC
September 2018
13.2 years from COD
PacifiCorp
CCR O&M
Pendleton is located on a 44-acre leased site
5 kilometres west of Pendleton, Oregon. The
plant commenced commercial operations in
September 2018.
Pendleton Ground View – October 2018
County Home Solar Power Plant (County Home)
Location
Generating Capacity 7.5MWDC / 5.0 MWAC
COD
September 2018
Rockingham, North Carolina, USA
County Home Ground View – August 2018
PPA Term
PPA Offtaker
O&M Service
Provider
Asset Description
15 years from COD
Duke Energy Progress, Inc.
CCR O&M
County Home is located on a 30-acre leased site
located 5 kilometres southeast of Rockingham,
North Carolina. The plant commenced commercial
operations in September 2018.
County Home Ground View – August 2018
TID Aerial View – October 2017
xxvii
N E W E N E R G Y S O L A R
Annual Report
Bonanza Solar Power Plant (Bonanza)
Bonanza Ground View – October 2018
Location
Bonanza, Oregon, USA
Generating Capacity 6.8MWDC / 4.8 MWAC
COD
PPA Term
PPA Offtaker
O&M Service
Provider
Asset Description
December 2018
12.9 years from COD
PacifiCorp
CCR O&M
Bonanza is located a 57-acre leased site located
30 kilometres east of Klamath Falls, Oregon.
The plant commenced commercial operations in
December 2018.
Location
Generating Capacity 7.5MWDC / 5.0 MWAC
Organ Church, North Carolina, USA
COD
PPA Term
PPA Offtaker
O&M Service
Provider
Asset Description
February 2019
15.0 years from COD
Duke Energy Carolinas
CCR O&M
Organ Church is located a 45-acre leased site
located 15 kilometres northwest of Kannapolis,
North Carolina. The plant commenced commercial
operations in February 2019.
Bonanza Ground View – October 2018
Organ Church Solar Power Plant (Organ Church)
Organ Church Ground View – August 2018
Organ Church Ground View – August 2018
xxviii
N E W E N E R G Y S O L A R
Annual Report
PLANTS ACQUIRED AND UNDER CONSTRUCTION
(A S AT 15 FEBRUARY 2019)
PLANT
Location
Generating Capacity
Estimated COD
PPA Term
PPA Offtaker
MOUNT SIGNAL 2
BERYL
Imperial Valley, California, USA
Beryl, New South Wales, Australia
199.6MWDC
H2 2019
110.9 MWDC
Mid 2019
20 years from COD
15 years from COD
Southern California Edison
Sydney Metro
First Solar
O&M Service Provider
First Solar
INFORMATION ON THE INVESTMENT MANAGER
New Energy Solar Manager Pty Limited is the Investment Manager of the Company and the Trust.
The Investment Manager is a related body corporate of the Responsible Entity.
The Investment Manager is responsible for executing the strategy of the Business in accordance with the terms of
the Investment Management Agreement. This includes:
•
Identifying investment opportunities.
• Undertaking due diligence.
• Engaging and managing operations and maintenance providers.
• Engaging and managing asset, project and construction management providers.
• Seeking to maximise the value of the Business’ assets.
• Negotiating with power purchasers.
• Assisting in procuring advisors to provide support (where required) in the assessment of investment
opportunities.
• Assisting in procuring advisors (where required) for debt arranging and other treasury services, and procuring
other third party services as reasonably required.
• Advising on and executing asset exit strategies.
• Advising on and executing on liquidity events for investors.
xxix
N E W E N E R G Y S O L A R
Annual Report
SENIOR MANAGEMENT TEAM
The senior members of the Investment Manager who are responsible for the management of New Energy Solar
are set out below.
Each of the members of the senior management team are employed by a member of the Evans Dixon Group and
provide services for the benefit of the Business. Further information on the Investment Manager team is provided
at www.newenergysolar.com.au
JOHN MARTIN BEcon (USYD)
CEO, NEW ENERGY SOLAR
John was appointed as New Energy Solar’s Managing Director and CEO in May 2017. John
brings a wealth of experience and capability to the role after more than two decades in
corporate advisory and investment banking with a focus on the infrastructure, energy and
utility sectors.
John previously led the Infrastructure and Utilities business at corporate advisory firm
Aquasia where he advised on more than $10 billion of infrastructure and utility M&A and
financing transactions. Prior to this John held various investment bank management positions including the Head
of National Australia Bank Advisory and the Joint Head of Credit Markets and Head of Structured Finance at RBS/
ABN AMRO.
During his time at ABN AMRO, John managed the Infrastructure Capital business which was viewed as a market
leader in the development and financing of infrastructure and utility projects in Australia. John started his career
as an economist with the Reserve Bank of Australia and then worked in various treasury and risk management
positions, before moving to PwC as the partner responsible for financial risk management. At PwC John advised
some of Australia’s largest corporations on the management and valuation of currency, interest rate and commodity
exposures – with a focus on advising energy companies trading in the Australian National Electricity Market.
John has a Bachelor of Economics (Honours) from the University of Sydney. John is a member of the Advisory
Board for the Cordish Dixon Private Equity Fund III (ASX:CD3), and is a past board member of Infrastructure
Partnerships Australia.
xxx
N E W E N E R G Y S O L A R
Annual Report
LIAM THOMAS BAgribus (Curtin), MSc (Curtin), MBA (MELB)
CHIEF INVESTMENT OFFICER
Liam joined New Energy Solar in March 2016 to lead transaction origination and
execution activities. Liam has over 14 years’ experience in M&A, corporate and business
development, projects, and commercial management in the energy, infrastructure, mining
and agribusiness sectors.
Prior to joining the Investment Manager, Liam was a senior member of the International
Development team at Origin Energy focused on the investment and development strategy
for utility scale solar, hydro, and geothermal projects in Latin America and South-East Asia. Liam’s previous roles
have included General Manager of Commercial Development at Aurizon, Commercial Manager for the Northwest
Infrastructure iron ore port joint venture, and Project Manager at Orica, focusing on large-scale mining-related
infrastructure and manufacturing projects. Earlier in Liam’s career, he worked in the agricultural commodities
sector with AWB Limited.
Liam has a Bachelor of Agribusiness and Master of Science from Curtin University, and a Master of Business
Administration from the University of Melbourne.
MICHAEL VAN DE VLIES BAcc (UTS), CA
CHIEF FINANCIAL OFFICER
Michael is responsible for the finance activities of the Investment Manager, including
business planning, budgeting, forecasting, financial reporting, taxation, treasury, balance
sheet management and risk management.
Michael has over 16 years’ experience working in Finance, Infrastructure and Investment
Management. Michael previously led a team responsible for the financial reporting, fund
administration, regulatory and compliance reporting globally across AMP Capital’s $15bn
Infrastructure Equity funds. Prior to this, Michael held various finance roles including General Manager of Finance
and Group Financial Controller at BAI Communications, a Communications Infrastructure business owned by
CPPIB and Senior Manager at Macquarie. While at Macquarie, Michael worked across a range of listed and unlisted
infrastructure funds in sectors including airports and communications.
Michael holds a Bachelor of Accounting from the University of Technology, Sydney and is a member of the Institute
of Chartered Accountants in Australia.
xxxi
Corporate Governance Statement
FOR THE YE AR ENDED 31 DECEMBER 2018
Corporate Governance
Statement
TID aerial view –
September 2017
1
Stanford & TID site at sunset – September 2017
Corporate Governance Statement
FOR THE YE AR ENDED 31 DECEMBER 2018
New Energy Solar Limited (the Company) and Walsh & Company Investments Limited, as Responsible Entity of
New Energy Solar Fund (the Trust) (Responsible Entity), together form New Energy Solar (the Fund), a stapled
entity group, whose securities are traded on the Australian Securities Exchange (ASX). The Fund has no employees
and its day-to-day functions and investment activities are managed by the Responsible Entity of the Trust (Walsh &
Company Investments Limited) and New Energy Solar Manager Pty Limited (Investment Manager), in accordance
with the relevant management agreements.
The directors of the Company and the directors of the Responsible Entity recognise the importance of good
corporate governance.
The Fund’s corporate governance charter (Corporate Governance Charter), which incorporates the Fund’s
policies referred to below, is designed to ensure the effective management and operation of the Fund and
will remain under regular review. The Corporate Governance Charter is available on the Fund’s website
newenergysolar.com.au.
A description of the Fund’s adopted practices in respect of the eight Principles and Recommendations from
the Third Edition of the ASX Corporate Governance Principles and Recommendations is set out below. All these
practices, unless otherwise stated, were in place throughout the year and to the date of this report.
1. LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
BOARD ROLES AND RESPONSIBILITIES
The board of the Company (Company Board) and the board of the Responsible Entity (RE Board) (together, the
Boards) are responsible for the overall operation, strategic direction, leadership and integrity of the Fund and in
particular, are responsible for the Fund’s growth and success. In meeting its responsibilities, the Boards undertake
the following functions:
• Providing and implementing the Fund’s strategic direction;
• Reviewing and overseeing the operation of systems of risk management ensuring that the significant risks facing
the Fund are identified, that appropriate control, monitoring and reporting mechanisms are in place and that risk
is appropriately dealt with;
• Overseeing the integrity of the Fund’s accounting and corporate reporting systems, including the external audit;
• Ensuring the Board is comprised of individuals who are best able to discharge the responsibilities of directors
having regard to the law and the best standards of governance;
• Reviewing and overseeing internal compliance and legal regulatory compliance;
• Ensuring compliance with the Company and the Trust’s constitutions and with the continuous disclosure
requirements of the ASX Listing Rules and the Corporations Act 2001 (Cth) (Corporations Act);
2
NEW ENERGY SOLARAnnual Report • Overseeing the Fund’s process for making timely and balanced disclosures of all material information concerning
the Fund, and
• Communicating with and protecting the rights and interests of all securityholders.
The Boards have established a formal policy which sets out its functions and responsibilities. A review of the policy
is conducted annually.
The responsibility for the operation and administration of the Fund is delegated, by the Boards, to the New Energy
Solar Manager Pty Limited (Investment Manager) as set out in the relevant management agreement. The Boards
ensure the Investment Manager is appropriately qualified and experienced to discharge its responsibilities. The
Investment Manager will be responsible for implementing the Fund’s strategic objectives and operating within the
risk appetite as set out within the Investment Guidelines.
APPOINTMENT OF DIRECTORS
The Company has adopted a formal process to ensure that appropriate checks are undertaken before appointing a
person, or putting forward to securityholders a candidate for election as a director. The Company has outsourced
part of this function to an external service provider, which specialises in completing background checks, to verify the
candidate’s experience, education, criminal record and bankruptcy history.
Upon proposing a candidate for election or re-election as a director, the Company provides security holders with
all the relevant material information in its possession to allow securityholders to make an informed decision on
whether or not to elect or re-elect the candidate. The information will generally include:
• biographical details of the candidate, including their qualifications, experience and skills which may be relevant
to the board of the Company; and
• details of any current or past directorships held by the candidate.
Each director of the Company receives a formal appointment letter outlining their terms of employment,
responsibilities, conditions and expectations of their engagement.
ROLE OF THE COMPANY SECRE TARY
The company secretary of the Company (Company Secretary) is directly accountable to the Company Board,
through the Chairperson of the Company Board on all matters to do with the proper functioning of the Company
Board. This includes:
• advising the Company Board on governance matters;
• circulating to the Company Board all board papers in advance of any proposed meeting;
• ensuring that the business at board meetings is accurately captured in the minutes; and
•
facilitating the induction and professional development of directors.
3
NEW ENERGY SOLARAnnual Report DIVERSIT Y
The Company currently does not have any employees and therefore has adopted a diversity policy which is
applicable only to the Company Board. A copy of the policy setting out its objectives and reporting practices can be
found on the Company’s website.
As required by the policy, at the commencement of each financial year, the Company Board is required to set
measurable objectives to allow it to achieve and maintain diversity on the board. The measurable objective for
gender diversity, as agreed by the Company’s Board for FY2018, is set out below:
• At least one female director representation on the Company Board.
The outcome for the year, as reported by the Company Board, is set out below:
• As at 31 December 2018, there was one female and five male directors; and
• The Company Board was satisfied it had achieved its measurable objectives for FY2018.
2. STRUCTURE THE BOARD TO ADD VALUE
BOARD COMPOSITION
The Company and the Responsible Entity seek to maintain Boards with a broad range of skills. The Company
maintains a skills matrix below which lists the skills that have been identified as the ideal attributes the Company
seeks to achieve across its board membership:
• Leadership
•
Industry Knowledge
• Understanding of Solar Infrastructure
• Government Policy
• Communications
• Financial & Accounting
• Funds Management
• Risk Based Auditing & Risk Management
• Capital Raising
• Legal
The composition of the Boards is structured to maintain a mix of directors from different backgrounds with
complementary skills and experience. Details of each director at the date of this report are given in the Directors’
Report, including the period in office, skills, experience, and expertise relevant to the position of director.
4
NEW ENERGY SOLARAnnual Report The directors of the Company during the 2018 financial year and as at the date of this report are:
Jeffrey Whalan
Non-Executive Chairperson
Maxine McKew
Non-Executive Director
James Davies
John Holland
Alan Dixon
John Martin
Non-Executive Director
Non-Executive Director
Director
Director
The directors of the Responsible Entity during the 2018 financial year and as at the date of this report are:
Alex MacLachlan
Chairperson
Tristan O’Connell
Director (resigned 9 July 2018)
Warwick Keneally
Director
Mike Adams
Director (appointed 9 July 2018)
The company secretaries of the Company and the Responsible Entity during the 2018 financial year and as at the
date of this report are:
Hannah Chan
Simon Barnett
(resigned 20 November 2018)
Caroline Purtell
(appointed 20 November 2018)
The Company Board comprises four independent non-executive directors, Jeffrey Whalan, Maxine McKew, James
Davies and John Holland. An independent non-executive director is a non-executive director who is independent of
the Investment Manager and free of any business or other relationship that could materially interfere with, or could
reasonably be perceived to materially interfere with, the exercise of their judgement.
The Company is committed to diversity in the composition of its Board. The directors will continue to monitor the
composition of the Company Board.
The RE Board is not independent. The RE Board however has established a compliance committee (Compliance
Committee) with a majority of Independent members who are responsible for; monitoring the extent to which the
Responsible Entity complies with the Trust’s relevant regulations, compliance plan, constitution and reporting the
findings to the RE Board, reporting to the Australian Securities & Investments Commission (ASIC) if the Compliance
Committee is of the view that the Responsible Entity has not complied with the compliance plan or any relevant
laws, and to assess at regular intervals whether the Trust’s compliance plan is adequate and make recommendations
to RE Board about any changes that the Compliance Committee considers should be made to the compliance plan.
The Fund recognises the ASX Recommendations with respect to establishing remuneration and nomination
committees as good corporate governance. However, considering the size and structure of the Fund, the functions
that would be performed by these committees are best undertaken by the Boards.
5
NEW ENERGY SOLARAnnual Report
The Boards will review their view on committees in line with the ASX Recommendations and in light of any
changes to the size or structure of the Fund, and if required may establish committees to assist them in carrying
out their functions. At that time the Boards will adopt a charter for such committees in accordance with the ASX
Recommendations and industry best practice.
It is the Company Board’s policy to determine the terms and conditions relating to the appointment and retirement
of non-executive directors on a case-by-case basis and in conformity with the requirements of the ASX listing rules
(Listing Rules) and the Corporations Act. In accordance with the Corporate Governance Charter, directors are
entitled to seek independent advice at the expense of the Fund. Written approval must be obtained from the chair
prior to incurring any expense on behalf of the Fund.
PERFORMANCE E VALUATION
The Company Board conducts a review of its collective performance and the performance of its directors annually.
This process includes consideration of feedback provided by directors via a questionnaire. The Company Board
and individual directors, including the chairperson, were evaluated during the year ending 31 December 2018 in
accordance with these processes.
INDUCTION AND ONGOING PROFESSIONAL DE VELOPMENT
On appointment, the directors are individually briefed by the Investment Manager. Directors are entitled to receive
appropriate professional development opportunities to develop and maintain the skills and knowledge needed to
perform their role as directors effectively. The Company’s induction program is structured to enable a new director
to gain an understanding of the Company’s investments, financial, strategic, operational and risk management
position, and their rights, duties and responsibilities.
The Company Secretary is responsible for facilitating the induction and ongoing development of all directors, and
where necessary, from time to time, will recommend relevant courses and industry seminars which may assist
directors in discharging their duties.
3. ACT ETHICALLY AND RESPONSIBLY
CODE OF CONDUCT
The Boards are committed to maintaining ethical standards in the conduct of its business activities. The Boards
reputation as an ethical business organisation is important to its ongoing success and it expects all its officers to be
familiar with and have a personal commitment to meeting these standards. In this regard the directors have adopted
a code of conduct (Code of Conduct) to define basic principles of business conduct. The Code of Conduct requires
officers and employees to abide by the policies of the Fund and the law. The Code of Conduct is a set of principles
giving direction and reflecting the Fund’s approach to business conduct and is not a prescriptive list of rules for
business behaviour. The Code of Conduct covers ethical operations, compliance with laws, dealings with customers
and public officials, conflicts of interest, confidential and proprietary information and insider trading.
The Code of Conduct is set out in section 5 of the Fund’s Corporate Governance Charter.
6
NEW ENERGY SOLARAnnual Report SECURIT Y TR ADING POLICY
The Boards have established a security trading policy (Security Trading Policy) to apply to trading in the Fund’s
securities on the ASX. This policy outlines the permissible dealing of the Fund’s securities while in possession of price
sensitive information and applies to all directors of the Company, the Responsible Entity and the Investment Manager.
The Security Trading Policy imposes restrictions and notification requirements, including the imposition of blackout
periods, trading windows and the need to obtain pre-trade approval.
The Security Trading Policy is set out in section 6 of the Fund’s Corporate Governance Charter.
INSIDER TR ADING POLICY
The Boards have established an insider trading policy (Insider Trading Policy) to apply to trading in the Fund’s
securities. This policy applies to all directors, executives and employees of the Company, Responsible Entity and the
Investment Manager. All directors, executives and employees of the Company, Responsible Entity and Investment
Manager must not deal in the Fund’s securities while in possession of price sensitive information. In addition, the
Security Trading Policy sets out additional restrictions which apply to directors and executives of the Company, the
Responsible Entity and the Investment Manager.
The Insider Trading Policy is set out in section 7 of the Fund’s Corporate Governance Charter.
4. SAFEGUARD INTEGRITY IN CORPORATE REPORTING
COMPLIANCE COMMIT TEE
As a registered managed investment scheme, the Trust has a compliance plan that has been lodged with ASIC
(Compliance Plan). The Compliance Plan is reviewed comprehensively every year to ensure that the way in
which the Trust operates protects the rights and interests of securityholders and that major compliance risks are
identified and properly managed.
The Responsible Entity has formed a Compliance Committee to ensure the Trust complies with the relevant
regulations, its Compliance Plan and its constitution. The Compliance Committee meets and reports to the RE
Board on a quarterly basis.
The Compliance Committee is structured with three members, the majority of which are independent. Details of
the Compliance Committee members are as follows:
Michael Britton (Independent Member) (Chairperson)
Michael is one of two independent members of the Compliance Committee. He is a member of the compliance
committee for the Fort Street Real Estate Capital Fund Series, the Cordish Dixon Private Equity Fund Series ,
the Evans & Partners Global Flagship Fund and the Evans & Partners Global Disruption Fund. Michael has over
35 years of commercial and financial services experience, initially with Boral Limited and culminating in 12 years
as General Manager of the corporate businesses of The Trust Company Limited (now part of Perpetual Limited)
(The Trust Company) where he established the company’s reputation as a leader in the delivery of independent
responsible entity services. He has represented The Trust Company as a director on the boards of both domestic
and offshore operating subsidiary companies and a large number of special purpose companies delivering the
responsible entity function in both conventional and stapled, ASX listed and unlisted managed investment schemes.
7
NEW ENERGY SOLARAnnual Report N E W E N E R G Y S O L A R
Annual Report
Michael has acted as a Responsible Manager (as recognised by ASIC), a member of committees of inspection in
relation to large insolvency administrations and as an independent compliance committee member for substantial
investment managers with portfolios of managed investment schemes.
Currently Michael is an independent director on the boards of the now unlisted Westfield Corporation Limited,
Westfield America Management Limited (following Unibail Rodamco absorbing the Westfield offshore Shopping
Malls). He is an independent director of the unlisted Knights Capital Group Limited, a Perth-based investor and
property manager. He is sole independent director of three special purpose companies involved in high profile
wholesale debt capital and securitisation transactions in the aviation and motor vehicle industries and is also a panel
member for the Australian Financial Complaints Authority (formerly Financial Ombudsman Service Limited).
Michael holds degrees in Jurisprudence and Law from the University of New South Wales and is a Graduate
Member of the Australian Institute of Company Directors and a Fellow of the Governance Institute of Australia.
Barry Sechos (Independent Member)
Barry is one of two independent members of the Compliance Committee. Barry is member of the Compliance
Committee for the US Masters Residential Property Fund, the Australian Governance & Ethical Index Fund, the
Evans & Partners Global Disruption Fund, the Evans & Partners Australian Flagship Fund, the Evans & Partners
Asia Fund,the Evans & Partners Global Flagship Fund, the Cordish Dixon Private Equity Fund Series, the Venture
Capital Opportunities Fund, the Fort Street Real Estate Capital Fund Series and the US Masters Residential
Property Fund. Barry is a Director of Sherman Group Pty Limited, a privately-owned investment company, and is
responsible for managing the legal, financial and operational affairs of Sherman Group of companies. Barry has 30
years experience in corporate law and finance having spent seven years as a banking and finance lawyer at Allen
Allen & Hemsley (Sydney, Singapore and London), and eight years as a Director of EquitiLink Funds Management
and Aberdeen Asset Management Australia. Barry is also a Director of Paddington St Finance Pty Ltd, a specialist
structured finance company, See Saw Films, a film production and finance group and winner of the 2011 Academy
Award for Best Picture, Concentrated Leaders Fund Limited, an investment company listed on the ASX, Regeneus
Limited, an ASX listed biotech company and a Director of Sherman Centre for Culture and Ideas, a charitable
cultural organisation.
Mike Adams (Internal Member)
Refer to information on directors on page 11.
AUDIT & RISK COMMIT TEE
The Fund has established a joint Audit & Risk Committee. The members of the Audit & Risk Committee during the
year were:
James Davies
Independent Member (Chairperson)
Barry Sechos
Independent Member
Jeffrey Whalan
Independent Member
John Holland
Independent Member
Warwick Keneally
Internal Member
8
The chairperson of the Audit & Risk Committee is an independent non-executive director and is not the chairperson
of the Company Board or the RE Board. The Committee consists of three independent non-executive directors of
the Company, one non-independent executive director of the RE Board and one independent advisor.
The primary function of the Audit & Risk Committee is to assist the Boards in discharging their responsibility to
exercise due care, diligence and skill in relation to the following areas:
• Application of accounting policies to the Fund’s financial reports and statements
• Monitoring the integrity of the financial information provided to security holders, regulators and the general public
• Corporate conduct and business ethics, including auditor independence and ongoing compliance with laws
and regulations
• Maintenance of an effective and efficient audit
• Appointment, compensation and oversight of the external auditor, and ensuring that the external auditor meets
the required standards for auditor independence
• Assess the adequacy of the Fund’s process for managing risk
• Regularly monitoring and reviewing corporate governance policies and codes of conduct.
The Audit & Risk Committee meets four times a year. The Audit & Risk Committee will report to the Boards at a
minimum of two times a year.
A copy of the Audit & Risk Committee Charter is available on the Fund’s website.
5. MAKING TIMELY AND BALANCED DISCLOSURE
The Boards are committed to complying with their continuous disclosure obligations under the Corporations Act,
as well as releasing relevant information to the market and securityholders in a timely and direct manner to promote
investor confidence in the Fund and its securities.
The Fund has adopted a continuous disclosure policy (Continuous Disclosure Policy) to ensure the Fund complies
with its continuous disclosure obligations under the Corporations Act and the Listing Rules.
The Continuous Disclosure Policy is set out in section 4 of the Fund’s Corporate Governance Charter.
This policy is administered by the Boards and the Investment Manager as follows:
•
•
the Boards are involved in reviewing significant ASX announcements and ensuring and monitoring compliance
with this policy;
the Company Secretary is responsible for the overall administration of this policy and all communications with
the ASX; and
• senior management of the Investment Manager are responsible for reporting any material price sensitive
information to the Company Secretary and observing the Fund’s no comments policy.
9
NEW ENERGY SOLARAnnual Report 6. RESPECT THE RIGHTS OF SECURITYHOLDERS
RIGHTS OF SECURIT YHOLDERS
The Fund promotes effective communication with security holders. The Boards have developed a strategy within
its Continuous Disclosure Policy to ensure that securityholders are informed of all major developments affecting
the Fund’s performance, governance, activities and state of affairs. This includes using a website to facilitate
communication with securityholders. Each securityholder is also provided online access to Link Market Services
Limited (the Registry) to allow them to receive communications from, and send communication to, the Fund and
the Registry. Information is communicated through announcements published on the Fund website, releases
to the media and the dispatch of financial reports. Securityholders are provided with an opportunity to access
such reports and releases electronically. Copies of all announcements are available on the Fund’s website at
newenergysolar.com.au.
These include:
• quarterly investment updates;
•
the half-year report;
•
the annual report;
•
the notice of annual general meeting, explanatory memorandum and the Chairperson’s address;
• announcements made to comply with the Fund’s continuous disclosure requirements; and
• correspondence sent to securityholders on matters of significance to the Fund.
The Boards encourage full participation of securityholders at the general meetings to ensure a high level of
accountability and identification with the Fund’s strategy. Securityholders who are unable to attend the general
meeting are given the opportunity to provide questions or comments in relation to the audit of the Fund ahead
of the meeting and where appropriate, these questions are answered at the meeting. The external auditor is also
invited to attend the annual general meeting of the Fund and is available to answer any questions concerning the
conduct, preparation and content of the auditor’s report.
7. RECOGNISE AND MANAGE RISK
The Boards are responsible for identifying, assessing, monitoring and managing the significant areas of risk
applicable to the Fund and its operations. The Boards have established an Audit & Risk Committee to deal with
these matters. The Boards monitor and appraise financial performance, including the approval of annual and half-
year financial reports and liaising with the Fund’s auditors.
In order to evaluate and continually improve the effectiveness of its risk management and internal control
processes, the RE Board has adopted a Risk Management Framework (RMF). The RMF is set out in section 8 of the
Fund’s Corporate Governance Charter. The RE Board conducts an annual review of the RMF to satisfy itself that
the framework continues to be sound. The last review took place on 28 August 2018.
The Boards are responsible for maintaining proper financial records. In addition, the Boards receive a letter half yearly
from the Fund’s external auditor regarding their procedures and reporting that the financial records have been properly
maintained and the financial statements comply with the Australian accounting standards (Accounting Standards).
10
NEW ENERGY SOLARAnnual Report N E W E N E R G Y S O L A R
Annual Report
The Fund does not have a material exposure to environmental, economic and social sustainability risks. For further
information, please see the 2018 Sustainability Report which is available on the Fund’s website.
The Boards provide declarations required by Section 295A of the Corporations Act for all financial periods and
confirms that in its opinion the financial records of the Fund have been properly maintained and that the financial
statements and accompanying notes comply with the Accounting Standards and give a true and fair view of the
financial position and performance of the Fund, based on its review of the internal control systems, management of
risk, the financial statements and the letter from the Fund’s external auditor.
8. REMUNERATE FAIRLY AND RESPONSIBLY
REMUNER ATION POLICIES
Due to the relatively small size of the Fund and its operations, the Company Board does not consider it appropriate,
at this time, to form a separate committee to deal with the remuneration of the directors.
In accordance with the Company’s constitution, each director may be paid remuneration for ordinary services
performed as a director. Under the Listing Rules, the maximum fees payable to directors may not by increased
without the prior approval from securityholders at a general meeting of the Company. Directors will seek approval
from time to time as deemed appropriate. The Company does not intend to remunerate its directors through an
equity-based remuneration scheme.
The maximum total remuneration of the directors of the Company has been set at $400,000 per annum to be
divided among them in such proportions as they agree. However, Alan Dixon and John Martin have agreed not to
be paid any remuneration for the services they performed as directors. Total directors’ fees for the year ended 31
December 2018 were $225,000.
No director of the Responsible Entity receives any direct remuneration from the Fund. In accordance with the
Responsible Entity’s constitution, the Responsible Entity is entitled to a management fee for services rendered.
Details of the Fund’s related party transactions are set out in the notes to the financial statements in the Annual Report.
11
Directors’ Report
TID ground view – October 2017
TID overhead view
12
Directors’ Report
FOR THE YE AR ENDED 31 DECEMBER 2018
The directors of New Energy Solar Limited (the Company) and Walsh & Company Investments Limited, as
Responsible Entity of New Energy Solar Fund (the Trust), together forming New Energy Solar, a listed stapled
group, present their report together with the annual financial report for New Energy Solar Limited and New Energy
Solar Fund, (collectively referred to as the Fund), for the year ended 31 December 2018.
DIRECTORS
The directors of New Energy Solar Limited at any time during or since the end of the financial year are listed below:
Jeffrey Whalan
Non-Executive Chairperson
Maxine McKew
Non-Executive Director
James Davies
Non-Executive Director
John Holland
Non-Executive Director
John Martin
Alan Dixon
The directors of Walsh & Company Investments Limited at any time during or since the end of the financial year are
listed below:
Alex MacLachlan
Tristan O’Connell
(resigned 9 July 2018)
Warwick Keneally
Mike Adams
(appointed 9 July 2018)
Directors were in office from the start of the year to the date of this report, unless otherwise stated.
13
NEW ENERGY SOLARAnnual Report
INFORMATION ON THE DIRECTORS OF
NEW ENERGY SOLAR LIMITED
JEFFREY WHALAN AO, BA (UNSW), FAICD, FAIM
NON-EXECUTIVE CHAIRPERSON (Company)
Jeffrey is an Independent Director of New Energy Solar Limited. He is Managing Director
of the Jeff Whalan Learning Group, a specialist human resources company. He was a senior
executive officer in the Australian Public Service from 1990 to 2008.
Jeffrey was appointed an Officer in the Order of Australia in 2008 for his work as chief
executive officer of Centrelink. Among other things, the award recognised his achievements
in ‘the development of corporate accountability processes’.
Jeffrey is a Fellow of the Australian Institute of Company Directors and a Fellow of the Australian Institute of
Management. As CEO of Centrelink, Jeffrey was responsible for the largest agency of the Australian Public Service,
$70 billion of government outlays and 27,000 staff. Prior to joining Centrelink, he was chief executive officer of
Medicare Australia. Jeffrey has held Deputy Secretary positions in the Departments of Prime Minister and Cabinet,
Defence and the then Department of Family and Community Services. He has also held senior executive positions
in the Transport and Health departments.
During the past three years Jeff has acted as a non-executive director or director of the responsible entity of the
following Australian listed public entities:
• Australian Governance Masters Index Fund Limited (since 2010, delisted on 16 July 2018)
• Global Resource Masters Fund Limited (since 2008, delisted on 11 March 2016
MAXINE MCKEW
NON-EXECUTIVE DIRECTOR (Company)
Maxine is an author and Honorary Enterprise Professor of the Melbourne Graduate School
of Education at the University of Melbourne. Her most recent book, published by Melbourne
University Press in 2014, is Class Act, a study of the key challenges in Australian schooling.
This publication followed the success of her memoir, Tales From the Political Trenches, an
account of her brief but tumultuous time in the Federal Parliament.
Maxine’s background traverses both journalism and politics. For many years she was a
familiar face to ABC TV viewers and was anchor of prestigious programs such as the 7.30 Report and Lateline. Her
work has been recognised by her peers with both Walkley and Logie awards.
When she left journalism to enter politics, Maxine wrote herself into the Australian history books by defeating
Prime Minister John Howard in the Sydney seat of Bennelong. In government she was both parliamentary secretary
for early childhood and later, for regional development and local government.
Maxine is a director of Per Capita and the State Library of Victoria.
During the past three years Maxine has not acted as director of any Australian listed public entity.
14
NEW ENERGY SOLARAnnual Report JAMES DAVIES BCS (UNE), MBA (LBS)
NON-EXECUTIVE DIRECTOR (Company)
James has over 30 years of experience in investment management across real estate, private
equity, infrastructure, natural resources and special situations. Most recently he was Head
of Funds Management at New Forests Asset Management, overseeing $2.5 billion worth
of investments in broad acre real estate, forestry assets and environmental markets. Prior
to that he held Director roles at Hastings Funds Management Limited and Royal Bank of
Scotland’s Strategic Investments Group. He has sat on numerous Investment Committees
and Boards including as Chairman of Timberlink Australia and Forico.
James holds a Bachelor of Computer Science from the University of New England, a Masters of Business
Administration from London Business School and is a Graduate of the Australian Institute of Company Directors.
During the past three years James has acted as a director of the following Australian listed public entity:
• Eildon Capital Limited (since 2016)
JOHN HOLLAND MA (Hons) (Oxford)
NON-EXECUTIVE DIRECTOR (Company)
John holds a portfolio of complementary non-executive board roles. In particular, he chairs
KCG Europe, a brokerage business which is part of the Virtu Financial group, and Open Door
Capital Management (a Greater China Asset Management company), as well as acting as
Non-Executive Director of sQuidcard Limited (a UK and African Payments business in the
Education and Aid Sectors).
Prior to his current roles, John was Managing Director and Member of UBS Investment
Bank Board. Over the course of his 24-year career at UBS and its predecessor banks, John helped to build and then
led UBS’ leading Asian Equities and banking business based in Hong Kong, before returning to London to assume
various senior management roles in the Global Equities business.
Throughout his career, John has had significant experience working with a wide range of Financial Regulators,
including a three-year stint as a member of the European Securities Markets Experts Group advising the European
Commission on new regulation.
John holds a Master of Arts (Hon) from Oriel College, Oxford University, majoring in Philosophy, Politics and
Economics.
During the past three years John has acted as a non-executive director of the following Australian listed public
entity:
• Asian Masters Fund Limited (since 2010, delisted on 17 May 2018)
15
NEW ENERGY SOLARAnnual Report JOHN MARTIN BEcon (Hons) (USYD)
DIRECTOR (Company)
Managing Director and CEO, New Energy Solar
John was appointed as New Energy Solar’s Managing Director and CEO in May 2017. John
brings a wealth of experience and capability to the role after more than two decades of
experience in corporate advisory and investment banking with a focus on the infrastructure,
energy and utility sectors.
John previously led the Infrastructure and Utilities business at corporate advisory firm
Aquasia where he advised on more than $10 billion of infrastructure and utility M&A and financing transactions.
Prior to this John held various investment bank management positions including the Head of National Australia
Bank Advisory and the Joint Head of Credit Markets and Head of Structured Finance at RBS/ABN AMRO.
During his time at ABN AMRO, John managed the Infrastructure Capital business which was viewed as a market
leader in the development and financing of infrastructure and utility projects in Australia. John started his career
as an economist with the Reserve Bank of Australia and then worked in various treasury and risk management
positions, before moving to PwC as the partner responsible for financial risk management. At PwC John advised
some of Australia’s largest corporations on the management and valuation of currency, interest rate and commodity
exposures – with a focus on advising energy companies trading in the Australian National Electricity Market.
John has a Bachelor of Economics (Honours) from the University of Sydney. John is a member of the Advisory
Board for the Cordish Dixon Private Equity Fund III (ASX:USP), and is a past board member of Infrastructure
Partnerships Australia.
During the past three years John has not acted as director of any Australian listed public entity.
ALAN DIXON BComm (ANU), CA
DIRECTOR (Company)
Managing Director and CEO, Evans Dixon
Alan is the Managing Director and CEO of Evans Dixon, an asset manager and financial
advisory firm established in February 2017, through the merger of Evans & Partners and
Dixon Advisory. Evans Dixon has over $20 billion of assets under management or advice.
Primarily based in the US, Alan also oversees the firm’s senior leaders and influences
the strategic initiatives of more than 600 professionals working with clients in Sydney,
Melbourne, Brisbane, Canberra, Jersey City and New York City. He is also Managing Director and CEO of Dixon
Advisory USA, a leader in the US urban single-family home rental business.
Alan joined Dixon Advisory in January 2001. Prior to joining Dixon Advisory, Alan worked in Chartered
Accountancy and Investment Banking roles in Australia.
Alan holds a Bachelor of Commerce from the Australian National University and is a member of the Institute of
Chartered Accountants in Australia. He is also an SMSF Professionals’ Association of Australia (SPAA) Accredited
SMSF Specialist Advisor™.
During the past three years Alan has acted as an executive director of the following Australian listed public entity:
• Evans Dixon Limited (since May 2018)
16
NEW ENERGY SOLARAnnual Report INFORMATION ON THE DIRECTORS OF
WALSH & COMPANY INVESTMENTS LIMITED
ALEX MACLACHLAN BA (Cornell), MBA (Wharton)
CHAIRMAN (Responsible Entity)
CEO Walsh & Company
Alex joined Dixon Advisory in 2008 to lead the then newly formed Funds Management
division, which later became Walsh & Company. From funds under management of
under $100 million at the time of his start, Alex has grown Walsh & Company Group to
over $5 billion of assets under management today, with investments across residential
and commercial property, fixed income, private equity, listed equities and renewable
energy. Prior to joining the firm, Alex was an investment banker at UBS AG, where he rose to Head of Energy
for Australasia. During his tenure in investment banking, Alex worked on more than $100 billion in mergers and
acquisitions and capital markets transactions, advising some of the world’s leading companies.
Alex has a Bachelor of Arts from Cornell University and a Masters of Business Administration from The Wharton
School, University of Pennsylvania.
During the past three years Alex has acted as a non-executive director or director of the responsible entity of the
following Australian listed public entities:
• Asian Masters Fund Limited (since 2009, delisted on 17 May 2018)
• Australian Governance Masters Index Fund Limited (since 6 July 2018, delisted 16 July 2018)
• Australian Masters Corporate Bond Fund No 5 Limited (since 2009, delisted 26 August 2016)
• Australian Masters Yield Fund No 1 Limited (since 2010, delisted 28 July 2017)
• Australian Masters Yield Fund No 2 Limited (since 2010, delisted 28 July 2017)
• Australian Masters Yield Fund No 3 Limited (since 2011, delisted 13 April 2018)
• Australian Masters Yield Fund No 4 Limited (since 2011)
•
Australian Masters Yield Fund No 5 Limited (since 2012)
• US Masters Residential Property Fund (since 2011)
• Evans & Partners Global Flagship Fund (since 2012)
• Global Resource Masters Fund Limited (since 2008, delisted 11 March 2016)
• Cordish Dixon Private Equity Fund I (since 2012)
• Cordish Dixon Private Equity Fund II (since 2013)
• Cordish Dixon Private Equity Fund III (since 2016)
• Evans & Partners Global Disruption Fund (since 2017)
•
Australian Governance & Ethical Index Fund (since 2018)
• Evans & Partners Asia Fund (since 2018)
• Evans & Partners Australian Flagship Fund (since 2018)
17
NEW ENERGY SOLARAnnual Report
TRISTAN O’CONNELL BComm (ANU), CPA
DIRECTOR (Responsible Entity)
Group Chief Financial Officer and Company Secretary, Evans Dixon
Tristan is Group Chief Financial Officer and Company Secretary for Evans Dixon Limited
and was Director of Walsh & Company Investments Limited until 9 July 2018.
At Evans Dixon, Tristan oversees the finance and accounting function of the firm’s group
of companies. This incorporates funds management accounting for eighteen funds. He
began his association with Dixon Advisory in 2005, joining to spearhead its financial
management and growth.
Tristan brought to Evans Dixon more than a decade in corporate financial and management roles within the
wholesale markets industry. This included a long tenure at Tullet Prebon, one of the world’s leading inter-dealer
broker firms that specialise in over-the-counter interest rate, foreign exchange, energy and credit derivatives.
Tristan was Financial Controller of the Australian operation and held senior finance roles in their Singapore and
London offices.
Tristan has Bachelor of Commerce from the Australian National University, is a member of CPA Australia and is
Fellow of the Financial Services Institute of Australasia.
During the past three years Tristan has acted as a non-executive director or director of the responsible entity of the
following Australian listed public entities:
• US Masters Residential Property Fund (since 2011 until 9 July 2018)
• Evans & Partners Global Flagship Fund (since 2012 until 9 July 2018)
• Cordish Dixon Private Equity Fund I (since 2012 until 9 July 2018)
• Cordish Dixon Private Equity Fund II (since 2013 until 9 July 2018)
• Cordish Dixon Private Equity Fund III (since 2016 until 9 July 2018)
• Evans & Partners Global Disruption Fund (since 2017 until 9 July 2018)
• Evans & Partners Asia Fund (since 2018 until 9 July 2018)
• Evans & Partners Australian Flagship Fund (since 2018 until 9 July 2018)
18
NEW ENERGY SOLARAnnual Report WARWICK KENEALLY BEc, BComm (ANU), CA
DIRECTOR (Responsible Entity)
Head of Finance, Walsh & Company
Warwick is Head of Finance at Walsh & Company, the Funds Management division of Evans
Dixon Limited. Before joining Walsh & Company, Warwick worked in chartered accounting
firms specialising in turnaround and restructuring. Warwick started his career with KPMG,
working in their Canberra, Sydney and London offices and has undertaken a range of
complex restructuring and insolvency engagements across Europe, UK and Australia, for a
range of Australian, UK, European and US banks.
Warwick has worked with companies and lenders to develop and implement strategic business options, provide
advice in relation to continuous disclosure requirements, develop cash forecasting training for national firms, and
lectured on cash management. Among his former roles, Warwick worked on the initial stages of the HIH insolvency
as part of the key management group tasked with the wind-down of the global estate.
Warwick has a Bachelor of Economics and Bachelor of Commerce from Australian National University and is a
Member of the Institute of Chartered Accountants in Australia and New Zealand.
During the past three years Warwick has acted as a non-executive director or director of the responsible entity of
the following Australian listed public entities:
• Australian Masters Yield Fund No 4 Limited (since 2017)
• Australian Masters Yield Fund No 5 Limited (since 2017)
• Cordish Dixon Private Equity Fund I (since 2017)
• Cordish Dixon Private Equity Fund II (since 2017)
• Cordish Dixon Private Equity Fund III (since 2017)
• Evans & Partners Global Disruption Fund (since 2017)
• Evans & Partners Global Flagship Fund (since 2017)
• US Masters Residential Property Fund (since 2017)
• Australian Governance & Ethical Index Fund (since 2018)
• Evans & Partners Asia Fund (since 2018)
• Evans & Partners Australian Flagship Fund (since 2018)
• Asian Masters Fund Limited (since 11 May 2018, delisted on 17 May 2018)
• Australian Governance Masters Index Fund Limited (since 6 July 2018, delisted 16 July 2018)
19
NEW ENERGY SOLARAnnual Report MIKE ADAMS LLB
DIRECTOR (Responsible Entity)
Legal Consultant
Mike has extensive experience across a broad range of corporate, commercial and private
client sectors. His core practice areas involve the provision of advice and transactional
expertise in relation to new and existing retail financial products and the regulatory
framework within which they operate, as well as debt and equity financing, intellectual
property, and film and television media law among others.
Mike has previously worked in private practice, public sector and in-house roles in Australia, New Zealand and the
United Kingdom, acting across multiple industries for a variety of clients, including high-networth individuals, banks
and financial institutions, as well as numerous listed and unlisted corporate entities. Mike was appointed to the
Board of Walsh & Company Investments Limited on 9 July 2018.
Mike is also a director with Barnett Law, a Sydney-based financial services law firm, and is admitted as a solicitor of
the Supreme Court of NSW. He has a Bachelor of Laws from the University of Otago.
During the past three years Mike has acted as a non-executive director or director of the responsible entity of the
following Australian listed public entities:
• Australian Governance & Ethical Index Fund (since 9 July 2018)
• Cordish Dixon Private Equity Fund I (since 9 July 2018)
• Cordish Dixon Private Equity Fund II (since 9 July 2018)
• Cordish Dixon Private Equity Fund III (since 9 July 2018)
• Evans & Partners Asia Fund (since 9 July 2018)
• Evans & Partners Australian Flagship Fund (since 9 July 2018)
• Evans & Partners Global Disruption Fund (since 9 July 2018)
• Evans & Partners Global Flagship Fund (since 9 July 2018)
• US Masters Residential Property Fund (since 9 July 2018)
20
NEW ENERGY SOLARAnnual Report INFORMATION ON THE COMPANY SECRETARIES
HANNAH CHAN BCom, MCom, CA
Hannah has a Bachelor of Commerce degree in Finance from the University of NSW and a Master of Commerce
degree in Accounting from the University of Sydney. She is also a Chartered Accountant with the Institute of
Chartered Accountants in Australia and New Zealand. Prior to joining Walsh & Company, Hannah gained extensive
audit experience while working with Deloitte Touche Tohmatsu and Ernst & Young.
Hannah is also the Company Secretary of Australian Masters Yield Fund Series, Evans & Partners Asia Fund,
Australian Governance Masters Index Fund Limited and joint Company Secretary of Walsh & Company
Investments Limited and Walsh and Company Asset Management Pty Limited. Hannah is a director of Australian
Fund Accounting Services Pty Limited.
Hannah was appointed as Company Secretary on 19 November 2015.
CAROLINE PURTELL BA, LLB, LLM
Caroline provides corporate governance and corporate secretariat services to the management, boards of directors
and committees for a portfolio of entities within the Walsh & Company group. Prior to joining Walsh & Company,
Caroline has worked in top tier legal firms including King & Wood Mallesons, Sydney and Clifford Chance, London
specialising in banking, finance and corporate law.
Caroline has a Bachelor of Arts, Bachelor of Laws and Master of Laws (Honours) all from Sydney University. She is
also qualified to practice as a solicitor in both NSW and England.
Caroline was appointed as Company Secretary of New Energy Solar Limited and Walsh and Company Investments
Limited on 20 November 2018.
SIMON BARNETT
Simon is a lawyer with significant expertise assisting financial services businesses in dealing with regulators,
structuring and launching new wholesale and retail products and navigating through the regulatory and legal issues
that arise in this complex area of the law.
In addition to new product offerings and capital market transactions, Simon’s experience extends to retail financial
product advice, joint ventures and regulatory matters including ASX, ASIC and APRA issues, managed funds,
privacy, AML/CTF legislation and risk and compliance policy frameworks.
Simon holds a Practising Certificate with the Law Society of NSW and is admitted as a solicitor of the Supreme
Court of NSW and is a barrister and solicitor of the High Court of New Zealand. He has a Bachelor of Laws and a
Bachelor of Arts (Economics) from the University of Otago.
Simon was appointed as Company Secretary on 19 November 2015 and resigned on 20 November 2018.
21
NEW ENERGY SOLARAnnual Report DIRECTORS’ MEETINGS
The number of Directors’ meetings of the Company held during the year ended 31 December 2018, and the
number of meetings attended by each director were:
Jeff Whalan
John Holland
Maxine McKew
James Davies
Alan Dixon
John Martin
NEW ENERGY SOLAR
LIMITED BOARD
No. of
No. of
meetings attended
meetings eligible
7
7
6
7
7
7
7
7
7
7
7
7
Eligible: represents the number of meetings held during the time the director held office.
AUDIT AND RISK COMMITTEE MEETINGS
The number of joint Audit and Risk Committee meetings of the Company and the Trust held during the year ended
31 December 2018, and the number of meetings attended by each member were:
JOINT AUDIT AND
RISK COMMITTEE
No. of
No. of
meetings attended
meetings eligible
James Davies (appointed 5 July 2018)
Jeff Whalan
John Holland (appointed 5 July 2018)
Barry Sechos
Warwick Keneally (appointed 5 July 2018)
Tristan O’Connell (resigned 5 July 2018)
2
4
1
4
2
2
Eligible: represents the number of meetings held during the time the member held office.
2
4
2
4
2
2
22
NEW ENERGY SOLARAnnual Report REMUNERATION REPORT – NEW ENERGY SOLAR LIMITED
(A) REMUNER ATION POLICY
Under ASX Listing Rules, the maximum fees payable to directors may not be increased without the prior approval
from the Company in general meeting. Directors will seek approval from time to time as deemed appropriate.
Under the Company’s constitution, each director may be paid remuneration for ordinary services performed as a
director. However, Alan Dixon and John Martin have agreed not to be paid any remuneration for the services they
performed as directors. John Martin who acts as CEO of the Fund is remunerated by the Investment Manager (or related
entities of the Investment Manager). Investment Management fees are set out in note 18 to the financial statements.
The independent directors, John Holland, James Davies and Maxine McKew each are entitled to receive $50,000
per annum respectively. As an independent chairperson, Jeffrey Whalan is entitled to receive $75,000 per annum.
These fees exclude any additional fee for any service-based agreement which may be agreed upon from time to time
and also excludes reimbursement of out of pocket expenses. These fees are inclusive of statutory superannuation,
where appropriate.
In addition to the above, as members of the Audit and Risk Committee, John Holland and Jeff Whalan each are
entitled to receive $10,000 per annum, and as chairperson, James Davies is entitled to receive $15,000 per annum.
(B) KE Y MANAGEMENT PERSONNEL REMUNER ATION
Key management personnel include the directors who have authority and responsibility for planning, directing
and controlling the activities of the Company. No other executive personnel are employed or remunerated by
the Company.
Details of remuneration paid during the year to key management personnel are set out in the table below.
2018
Directors
Jeffrey Whalan
John Holland
Maxine McKew
James Davies
Alan Dixon
John Martin
SALARY,
FEES AND
COMMISSION
SUPERANNUATION
CONTRIBUTIONS
CASH
BONUS
AUDIT
AND RISK
COMMITTEE* OTHER
TOTAL
$
$
68,493
50,000
45,662
45,662
–
–
6,507
–
4338
4338
–
–
209,817
15,183
$
–
–
–
–
–
–
–
$
5,000
5,000
–
7,500
–
–
17,500
$
–
–
–
–
–
–
–
$
80,000
55,000
50,000
57,500
–
–
242,500
* Audit and risk committee fees represents the period since appointment on 5 July 2018.
23
NEW ENERGY SOLARAnnual Report 2017
Directors
Jeffrey Whalan **
John Holland **
Maxine McKew **
James Davies **
Alan Dixon
John Martin
Alex MacLachlan
Tom Kline
Adam Chandler
Warwick Keneally
SALARY,
FEES AND
COMMISSION
SUPERANNUATION
CONTRIBUTIONS
CASH
BONUS
AUDIT
AND RISK
COMMITTEE OTHER
TOTAL
$
$
11,416
8,333
7,610
7,610
–
–
–
–
–
–
1,084
–
723
723
–
–
–
–
–
–
34,969
2,530
$
–
–
–
–
–
–
–
–
–
–
–
$
–
–
–
–
–
–
–
–
–
–
–
$
–
–
–
–
–
–
–
–
–
–
–
$
12,500
8,333
8,333
8,333
–
–
–
–
–
–
37,499
** Remuneration represents payments made in respect of the period since appointment as director on
27 October 2017.
(C) SERVICE AGREEMENTS
The Company does not presently have formal service agreements or employment contracts with any key
management personnel.
The Directors remuneration is not linked to the performance of the Company or Trust.
(D) DIRECTORS’ PROTECTION DEEDS
The Company has agreed to provide access to board papers and minutes to current and former directors of the
Company while they are directors and for a period of 7 years after they cease to be directors.
The Company has agreed to indemnify, to the extent permitted by the Corporations Act 2001, each officer in
respect of certain liabilities, which the director may incur as a result of, or by reason of (whether solely or in part),
being or acting as a Director of the Company. The Company has also agreed to maintain in favour of each director a
directors’ and officers’ policy of insurance for the period that he or she is a director and for a period of 7 years after
the officer ceases to be a director.
24
NEW ENERGY SOLARAnnual Report (E) BENEFICIAL AND RELE VANT INTEREST OF DIRECTORS IN SHARES
As at the date of this report, details of directors who hold shares for their own benefit or who have an interest in
holdings through a third party and the total number of such shares held are listed as follows:
DIRECTOR OF THE COMPANY
Jeffrey Whalan
John Holland
James Davies
Maxine McKew
Alan Dixon
John Martin
DIRECTOR OF THE RESPONSIBLE ENTITY OF THE TRUST
Alex MacLachlan
Warwick Keneally
Mike Adams
NO. OF
SECURITIES
521,552
154,445
38,058
66,666
7,172,043
538,106
105,925
41,832
–
NO. OF
CLASS B
OPTIONS
38,333
–
12,500
33,333
533,332
728,599
17,666
23,999
–
PRINCIPAL ACTIVITIES AND SIGNIFICANT CHANGES IN NATURE
OF ACTIVITIES
The principal activities of the Company and the Trust during the year were pursuing and investing in large-
scale solar plants that generate emissions-free power. There were no significant changes in the nature of these
activities during the year.
DISTRIBUTIONS
Distributions paid or declared to securityholders during, or since the end of, the year were as follows:
• 3.75 cents per stapled security for the six months ended 30 June 2018 paid on 15 August 2018 amounting to
$12,370,296.
• 4.00 cents per stapled security for the six months ended 31 December 2018 announced on 20 November
2018, paid on 15 February 2019 amounting to $13,863,888.
25
NEW ENERGY SOLARAnnual Report N E W E N E R G Y S O L A R
Annual Report
REVIEW AND RESULTS OF OPERATIONS
Please refer to the Investment Manager’s Report for details relating to the operations during the financial year.
For the year ended 31 December 2018, on a combined basis, the Fund’s profit was $80.2 million (31 December
2017: $7.1 million loss). The Company reported a profit of $45.7 million (31 December 2017: $0.4 million profit) and
the Trust reported a profit of $34.5 million (31 December 2017: $7.5 million loss).
The 2018 profit includes foreign exchange gains on US dollar denominated investments and loan receivables,
and gains on underlying solar asset investment fair values. The foreign exchange gains noted were driven by the
strengthening of the US dollar against the Australian dollar over the year, with a 31 December 2018 closing A$:US$
rate of $0.7049 compared to $0.7809 as at 31 December 2017, which reflects a 9.7% depreciation of the A$
against the US$ during the year.
Foreign exchange gains totaled $51.1 million, comprised of $25.5 million recorded as part of the fair value
movement in the US denominated financial assets of the Company, $25.3 million recorded as part of the fair value
movement in the US denominated financial assets of the Trust and $0.3 million foreign exchange gains recorded by
the Trust in relation to US denominated cash and receivables.
On a pre-currency movements basis, for the year ended 31 December 2018, on a combined basis, the Fund
generated net income of $34.7 million (31 December 2017: $24.4 million), operating expenses for the period
totaled $6.8 million (31 December 2017: $3.6 million) and an income tax benefit arose for $1.2 million (31
December 2017: nil), resulting in after tax earnings before currency movements of $29.1 million (31 December
2017: $20.8m).
At 31 December 2018, on a combined basis, the Fund’s net assets are $555.7 million (31 December 2017: $472.3
million), representing a net asset value per stapled security of $1.60 (31 December 2017: $1.45). The Company’s
net assets are $301.1 million (31 December 2017: $210.5 million), representing a net asset value per share of $0.87
(31 December 2017: $0.65) and the Trust’s net assets are $254.6 million (31 December 2017: $261.8 million),
representing a net asset value per unit of $0.73 (31 December 2017: $0.80).
During the year, the Fund provided total cash funding of $32.6 million to the Company’s wholly owned subsidiary
New Energy Solar US Corp to enable the investment in US solar assets. This was provided as equity funding of
$32.6 million from the Company.
On 27 June 2018, the Fund reallocated capital from the Trust to the Company. This was achieved by a capital return
by the Trust of $0.0914 per issued unit in the Trust, which was compulsorily applied as a capital contribution for
existing shares in the Company. The total number of stapled securities on issue did not change and the combined
net asset value of the stapled securities remained the same before and immediately after the capital reallocation.
The purpose for undertaking the capital reallocation was to simplify inter-entity arrangements and allocate available
capital so that it resides in the entity which provides the best outcome to Securityholders. The capital reallocation
mechanism has been previously approved by Securityholders at the Annual General Meeting held on 3 May 2017.
26
SIGNIFICANT CHANGES IN STATE OF AFFAIRS
Aside from the changes described above under the heading “review and results of operations”, during the
financial year, the Company and the Trust raised capital totaling $11 million and $11 million respectively as part
a security purchase plan capital raising, for the purpose of carrying on their principal investment activities.
EVENTS SUBSEQUENT TO THE REPORTING PERIOD
A distribution of 4.0 cents per stapled security totaling $13,863,888 was declared on 20 November 2018 and
was paid to securityholders on 15 February 2019. 3,668,464 stapled securities were issued under the Fund’s
Distribution Reinvestment Plan.
On 11 February 2019, New Energy Solar Australia HoldCo #1 Pty Limited, a subsidiary of the Company, paid the
purchase price of $51,373,327 for the acquisition of its 100% interest in the Manildra solar farm in New South Wales,
Australia from a subsidiary of First Solar, Inc.. This was funded by existing cash and a drawdown of debt facilities.
On 12 February 2019, New Energy Solar Australia HoldCo #1 Pty Limited, a subsidiary of the Company, completed
the acquisition of its 49% interest in the Beryl solar farm in New South Wales, Australia. The Beryl solar farm is under
construction and is due to be completed mid 2019. The purchase price paid was $9,245,860 representing the 100%
interest being acquired, with 51% of the interest acquired being placed in escrow until change of control consents are
received (expected when the plant is operational). This was funded by existing cash and a drawdown of debt facilities.
Other than the matters discussed above, no matter or circumstance has arisen since 31 December 2018 that
has significantly affected, or may significantly affect the Company or the Trust’s operations, the results of those
operations, or the Company or the Trust’s state of affairs in future financial years.
FUTURE DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS
The Company and the Trust will continue to undertake their activities described in this report. The Report
to Stapled Securityholders which forms part of this financial report includes details of the outlook for solar
markets in which the Company and the Trust invests. Further details are included in the Report to Stapled
Securityholders and Manager’s Report which forms part of this financial report.
ENVIRONMENTAL REGULATION
The Company and the Trust are not subject to any particular and significant environmental regulations under a
law of the Commonwealth or a State or Territory.
27
NEW ENERGY SOLARAnnual Report N E W E N E R G Y S O L A R
Annual Report
OTHER RELEVANT INFORMATION
The following lists other relevant information required under the Corporations Act 2001:
• details of fees paid to the Responsible Entity during the financial year – refer to note 19 to the financial statements
•
the Responsible Entity did not hold any interests in the Company or the Trust at the end of the financial year
• details of issued interests in the Company and the Trust during the financial year – refer to note 6 to the financial
statements.
INDEMNITY AND INSURANCE
Indemnities have been given and insurance premiums paid, during or since the end of the financial year, for all of
the Directors of the Company. The contract of insurance prohibits disclosure of the nature of the liability and
the amount of the premium.
Under the Trust’s constitution, the Responsible Entity, including its officers and employees, is indemnified out
of the Trust’s assets for any loss, damage expense or other liability incurred by it in properly performing or
exercising any of its powers, duties or rights in relation to the Trust.
Insurance premiums have been paid, during or since the end of the financial year, for all of the directors of the
Responsible Entity of the Trust. The contract of insurance prohibits disclosure of the nature of the liability and
the amount of the premium.
No indemnities have been given or insurance premiums paid, during or since the end of the financial year, for the
auditor of the Company and the Trust.
NON-AUDIT SERVICES
Details of the amounts paid or payable to the auditor, Deloitte Touche Tohmatsu, for non-audit services are outlined
in note 20 to the financial statements.
The directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or
by another person or firm on the auditor’s behalf), is compatible with the general standard of independence for
auditors imposed by the Corporations Act 2001.
The directors are of the opinion that the services as disclosed in note 19 to the financial statements do not
compromise the external auditor’s independence requirements of the Corporations Act 2001 for the following
reasons:
• all non-audit services are reviewed and approved prior to commencement to ensure they do not adversely
affect the integrity and objectivity of the auditor; and
• none of the services undermine the general principles relating to auditor independence as set out in APES 110
Code of Ethics for Professional Accountants issued by the Accounting Professional & Ethical Standards Board,
including reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity for
the Fund, acting as advocate for the Fund or jointly sharing economic risks and rewards.
28
N E W E N E R G Y S O L A R
Annual Report
AUDITOR’S INDEPENDENCE DECLARATION
A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001
is set out on the following page.
This report is made in accordance with a resolution of directors, pursuant to section 306(3) of the Corporations
Act 2001.
On behalf of the directors
ALEX MACLACHLAN
Chairman of the Responsible Entity
JEFFREY WHALAN
Chairman of the Company
15 February 2019
29
Auditor’s Independence
Declaration
Stanford at sunset
– September 2017
TID ground view – September 2017
30
N E W E N E R G Y S O L A R
Annual Report
Auditor’s Independence Declaration
Deloitte Touche Tohmatsu
ABN 74 490 121 060
Grosvenor Place
225 George Street
Sydney, NSW, 2000
Australia
Deloitte Touche Tohmatsu
Phone: +61 2 9322 7000
ABN 74 490 121 060
www.deloitte.com.au
Grosvenor Place
225 George Street
Sydney, NSW, 2000
Australia
Phone: +61 2 9322 7000
www.deloitte.com.au
FOR THE YE AR ENDED 31 DECEMBER 2018
15 February 2019
The Board of Directors
15 February 2019
New Energy Solar Limited and
Walsh & Company Investments Limited
As Responsible Entity for
New Energy Solar Fund
The Board of Directors
Level 15, 100 Pacific Highway
New Energy Solar Limited and
North Sydney NSW 2060
Walsh & Company Investments Limited
As Responsible Entity for
New Energy Solar Fund
Dear Board Members
Level 15, 100 Pacific Highway
North Sydney NSW 2060
New Energy Solar Limited and New Energy Solar Fund
In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following
Dear Board Members
declaration of independence to the directors of New Energy Solar Limited and to the directors of the
Responsible Entity of New Energy Solar Fund.
New Energy Solar Limited and New Energy Solar Fund
As lead audit partner for the audit of the financial statements of New Energy Solar Limited and New Energy
In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following
Solar Fund for the financial year ended 31 December 2018, I declare that to the best of my knowledge and
declaration of independence to the directors of New Energy Solar Limited and to the directors of the
belief, there have been no contraventions of:
Responsible Entity of New Energy Solar Fund.
(i)
(ii)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
As lead audit partner for the audit of the financial statements of New Energy Solar Limited and New Energy
any applicable code of professional conduct in relation to the audit.
Solar Fund for the financial year ended 31 December 2018, I declare that to the best of my knowledge and
belief, there have been no contraventions of:
Yours sincerely
(i)
(ii)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
any applicable code of professional conduct in relation to the audit.
Yours sincerely
DELOITTE TOUCHE TOHMATSU
Michael Kaplan
DELOITTE TOUCHE TOHMATSU
Partner
Chartered Accountants
Michael Kaplan
Partner
Chartered Accountants
Liability limited by a scheme approved under Professional Standards Legislation.
Member of Deloitte Touche Tohmatsu Limited
31
Liability limited by a scheme approved under Professional Standards Legislation.
Member of Deloitte Touche Tohmatsu Limited
18
18
Financial Statements
TID PV module closeup –
September 2017
TID ground view – September 2017
32
Statement of Profit or Loss
and Other Comprehensive Income
Statement of Financial Position
FOR THE YE AR ENDED 31 DECEMBER 2018
A S AT 31 DECEMBER 2018
NEW ENERGY SOLAR
LIMITED (COMPANY)
NEW ENERGY SOLAR
FUND (TRUST)
FUND (COMBINED
COMPANY AND TRUST)
Notes
31-Dec-18
31-Dec-17
31-Dec-18
31-Dec-17
31-Dec-18
31-Dec-17
$
$
$
$
$
$
Net income
Fair value gain/(loss) of
financial assets at fair value
through profit or loss
Foreign exchange gain/
(loss)
Finance income
Other income
Total net income
Fair value movement of
forward foreign currency
derivatives
Finance expenses
Responsible entity fees
Investment management
fees
Accounting and audit fees
Legal and advisory
expenses
Salary and wage expenses
Marketing expenses
Listing and registry
expenses
Other operating expenses
Total expenses
Profit/(loss) before tax
Income tax benefit
Profit/(loss) after tax for
the year
Other comprehensive
income, net of income tax
Total comprehensive
income/(loss) for the year
Earnings per security
Basic and diluted earnings/
(loss) (cents per security)
9
47,237,536
1,521,102
23,096,495 (15,403,191)
70,334,031
(13,882,089)
3
6,068
108,775
–
47,352,379
(111,537)
31,841
159,389
1,600,795
352,114
14,998,127
–
38,446,736
(761,435)
10,615,859
439,622
(5,109,145)
358,182
15,106,902
–
85,799,115
(872,972)
10,647,700
599,011
(3,508,350)
–
(497,745)
–
19
– (1,559,881)
(749)
(225,770)
(240)
–
–
(423)
(191,722)
(1,559,881)
(498,494)
(225,770)
–
(663)
(191,722)
19 (1,153,544)
(190,130)
(234,594)
(154,333)
(1,189,938)
(193,372)
(353,919)
(318,124)
(2,343,482)
(383,502)
(588,513)
(472,457)
(314,504)
(225,000)
(170,899)
(272,701)
(37,499)
(202,314)
(226,733)
–
(247,021)
(688,951)
–
(310,808)
(541,237)
(225,000)
(417,920)
(961,652)
(37,499)
(513,122)
(127,464)
(142,272)
(2,821,558)
44,530,821
1,173,015
(251,508)
(85,806)
(1,238,995)
361,800
–
(121,945)
(207,060)
(3,972,469)
34,474,267
–
(366,274)
(118,228)
(2,348,449)
(7,457,594)
–
(249,409)
(349,332)
(6,794,027)
79,005,088
1,173,015
(617,782)
(204,034)
(3,587,444)
(7,095,794)
–
4
45,703,836
361,800
34,474,267
(7,457,594)
80,178,103
(7,095,794)
–
–
–
–
–
–
45,703,836
361,800
34,474,267
(7,457,594)
80,178,103
(7,095,794)
5
13.60
0.18
10.25
(3.71)
23.85
(3.53)
The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes
33
NEW ENERGY SOLARAnnual Report
Statement of Financial Position
A S AT 31 DECEMBER 2018
NEW ENERGY SOLAR
LIMITED (COMPANY)
31-Dec-17
31-Dec-18
NEW ENERGY SOLAR
FUND (TRUST)
31-Dec-17
31-Dec-18
FUND (COMBINED
COMPANY AND TRUST)
31-Dec-17
31-Dec-18
Notes
$
$
$
$
$
$
7
8
9
4
6,475,915
8,105,112
16,554,264
34,021,450
23,030,179
42,126,562
69,290
800,078
1,160,421
1,230,916
983,241
2,030,994
6,545,205
8,905,190
17,714,685
35,252,366
24,013,420
44,157,556
292,263,917
201,874,660 252,846,452 239,831,684
545,110,369 441,706,344
1,774,728
1,398,177
–
–
–
–
–
1,774,728
–
1,398,177
–
–
295,436,822
201,874,660 252,846,452
239,831,684 548,283,274 441,706,344
301,982,027
210,779,850 270,561,137 275,084,050
572,296,694 485,863,900
ASSETS
Current assets
Cash and cash
equivalents
Trade and other
receivables
Total current assets
Non-current assets
Financial assets held
at fair value through
profit or loss
Deferred tax assets
Other assets - deferred
borrowing costs
Total non-current
assets
Total assets
LIABILITIES
Current liabilities
Trade and other payables 10
812,766
161,876
571,027
224,334
1,137,323
386,210
Current tax payable
Derivative financial
liabilities
Distribution payable
11
13
Total current
liabilities
Total liabilities
Net assets
EQUITY
59,379
85,643
–
–
59,379
85,643
–
–
–
–
1,559,881
–
1,559,881
–
13,863,888
13,051,907
13,863,888
13,051,907
872,145
872,145
247,519
15,994,796
13,276,241
16,620,471
13,523,760
247,519
15,994,796
13,276,241
16,620,471
13,523,760
301,109,882
210,532,331 254,566,341
261,807,809
555,676,223 472,340,140
Issued capital
6
252,292,020
207,418,305
233,667,317
264,999,858
485,959,337
472,418,163
Retained earnings/
(accumulated losses)
48,817,862
3,114,026
20,899,024
(3,192,049)
69,716,886
(78,023)
Total equity
301,109,882
210,532,331 254,566,341
261,807,809
555,676,223 472,340,140
The above statement of financial position should be read in conjunction with the accompanying notes
34
NEW ENERGY SOLARAnnual Report Statement of Changes in Equity
Statement of Changes in Equity
FOR THE YE AR ENDED 31 DECEMBER 2018
FOR THE YE AR ENDED 31 DECEMBER 2018
Balance at 1 January 2017
Profit after tax for the year
Other comprehensive income, net of income tax
Total comprehensive income for the year
Issue of securities
Capitalised issue costs, net of income tax
Capital reallocation
Notes
NEW ENERGY SOLAR LIMITED (COMPANY)
Issued
capital
$
Retained
earnings
$
Total
$
14,751,154
2,752,226
17,503,380
–
–
–
100,061,862
(4,172,593)
96,777,882
361,800
361,800
–
–
361,800
361,800
–
–
–
100,061,862
(4,172,593)
96,777,882
Balance at 31 December 2017
207,418,305
3,114,026
210,532,331
Balance at 1 January 2018
Profit after tax for the year
Other comprehensive income, net of income tax
Total comprehensive income for the year
Issue of securities
Capitalised issue costs, net of income tax
Deferred tax asset recognised in current year in
connection with prior year issue costs
Share buybacks
Buyback costs, net of income tax
Capital reallocation
NEW ENERGY SOLAR LIMITED (COMPANY)
Issued
capital
$
Retained
earnings
$
Total
$
207,418,305
3,114,026
210,532,331
–
–
–
45,703,836
45,703,836
–
–
45,703,836
45,703,836
15,647,874
(26,305)
595,919
(1,497,814)
(2,687)
30,156,728
–
–
–
–
–
–
15,647,874
(26,305)
595,919
(1,497,814)
(2,687)
30,156,728
Balance at 31 December 2018
6
252,292,020
48,817,862
301,109,882
The above statement of changes in equity should be read in conjunction with the accompanying notes.
35
NEW ENERGY SOLARAnnual Report
Statement of Changes in Equity
Continued
FOR THE YE AR ENDED 31 DECEMBER 2018
Balance at 1 January 2017
Loss after tax for the year
Other comprehensive income, net of income tax
Total comprehensive loss for the year
Issue of securities
Capitalised issue costs, net of income tax
Capital reallocation
Distributions
Notes
NEW ENERGY SOLAR FUND (TRUST)
Issued
capital
Retained earnings /
(accumulated losses)
$
$
Total
$
280,323,437
4,265,545
284,588,982
–
–
–
(7,457,594)
(7,457,594)
–
–
(7,457,594)
(7,457,594)
104,890,433
(4,311,885)
(96,777,882)
(19,124,245)
–
104,890,433
–
–
–
(4,311,885)
(96,777,882)
(19,124,245)
Balance at 31 December 2017
264,999,858
(3,192,049)
261,807,809
Balance at 1 January 2018
Profit after tax for the year
Other comprehensive income, net of income tax
Total comprehensive income for the year
Issue of securities
Capitalised issue costs, net of income tax
Unit buybacks
Buyback costs, net of income tax
Capital reallocation
Distributions
Balance at 31 December 2018
13
6
NEW ENERGY SOLAR FUND (TRUST)
Issued
capital
Retained earnings /
(accumulated losses)
$
$
Total
$
264,999,858
(3,192,049)
261,807,809
–
–
–
34,474,267
34,474,267
–
–
34,474,267
34,474,267
16,163,972
(30,153)
(1,454,914)
(3,728)
(30,156,728)
(15,850,990)
233,667,317
–
–
–
–
–
16,163,972
(30,153)
(1,454,914)
(3,728)
(30,156,728)
(10,383,194)
(26,234,184)
20,899,024
254,566,341
The above statement of changes in equity should be read in conjunction with the accompanying notes.
36
NEW ENERGY SOLARAnnual Report Statement of Changes in Equity
Continued
FOR THE YE AR ENDED 31 DECEMBER 2018
Statement Of Cash Flows
FOR THE YE AR ENDED 31 DECEMBER 2018
Notes
FUND (COMBINED COMPANY AND TRUST)
Issued
capital
Retained earnings/
(accumulated losses)
$
$
Total
$
295,074,591
7,017,771
302,092,362
Balance at 1 January 2017
Loss after tax for the year
Other comprehensive income, net of income tax
Total comprehensive loss for the year
Issue of securities
Capitalised issue costs, net of income tax
Distributions
Balance at 31 December 2017
Balance at 1 January 2018
Profit after tax for the year
Other comprehensive income, net of income tax
Total comprehensive income for the year
Issue of securities
Capitalised issue costs, net of income tax
Deferred tax asset recognised in current year in
connection with prior year issue costs
Securities buybacks
Buyback costs, net of income tax
Distributions
Balance at 31 December 2018
13
6
–
–
–
204,952,295
(8,484,478)
(19,124,245)
472,418,163
(7,095,794)
(7,095,794)
–
–
(7,095,794)
(7,095,794)
– 204,952,295
–
–
(8,484,478)
(19,124,245)
(78,023)
472,340,140
FUND (COMBINED COMPANY AND TRUST)
Issued
capital
Retained earnings/
(accumulated losses)
$
$
Total
$
472,418,163
(78,023)
472,340,140
–
–
–
80,178,103
80,178,103
–
–
80,178,103
80,178,103
31,811,846
(56,458)
595,919
(2,952,728)
(6,415)
(15,850,990)
485,959,337
–
–
–
–
–
31,811,846
(56,458)
595,919
(2,952,728)
(6,415)
(10,383,194)
(26,234,184)
69,716,886
555,676,223
The above statement of changes in equity should be read in conjunction with the accompanying notes.
37
NEW ENERGY SOLARAnnual Report
Statement Of Cash Flows
FOR THE YE AR ENDED 31 DECEMBER 2018
NEW ENERGY SOLAR
LIMITED (COMPANY)
NEW ENERGY SOLAR
FUND (TRUST)
FUND (COMBINED
COMPANY AND TRUST)
Notes
31-Dec-18
31-Dec-17
31-Dec-18
31-Dec-17
31-Dec-18
31-Dec-17
$
$
$
$
$
$
Cash flows from operating activities
Interest income
received
Other income
Payments to
suppliers
Income tax paid
Net cash flow
from operating
activities
108,775
39,040
15,253,634
11,821,761
15,362,409
11,860,801
492,680
–
–
–
492,680
–
(2,000,273)
(1,893,604)
(1,711,508)
(2,241,247)
(3,711,781)
(4,134,851)
(26,264)
–
–
–
(26,264)
–
7
(1,425,082)
(1,854,564)
13,542,126
9,580,514
12,117,044
7,725,950
Cash flows from investing activities
9
9
Payments for
investments
Repayments
from/(loans to)
subsidiaries
Payments for
forward FX
contracts losses
Net cash flow
from investing
activities
(32,621,447)
(87,000,000)
–
– (32,621,447)
(87,000,000)
(10,530,274)
–
10,163,873
(75,599,634)
(366,401)
(75,599,634)
–
–
–
(400,366)
–
(400,366)
(43,151,721)
(87,000,000)
10,163,873
(76,000,000) (32,987,848) (163,000,000)
Cash flows from financing activities
Proceeds from
issue of securities
6
Payments
for securities
buybacks
Payment of issue
and buyback costs
15,647,874
100,061,862
16,163,972
104,890,433
31,811,846
204,952,295
(1,497,814)
–
(1,454,914)
–
(2,952,728)
–
(34,786)
(4,172,593)
(33,881)
(4,311,886)
(68,667)
(8,484,479)
The above statement of cash flows should be read in conjunction with the accompanying notes.
38
NEW ENERGY SOLARAnnual Report Statement Of Cash Flows Continued
FOR THE YE AR ENDED 31 DECEMBER 2018
NEW ENERGY SOLAR
LIMITED (COMPANY)
NEW ENERGY SOLAR
FUND (TRUST)
FUND (COMBINED
COMPANY AND TRUST)
Notes
31-Dec-18
31-Dec-17
31-Dec-18
31-Dec-17
31-Dec-18
31-Dec-17
$
$
$
$
30,156,728
96,777,882 (30,156,728)
(96,777,882)
$
–
(1,570,232)
–
–
–
(1,570,232)
$
–
–
246,470 (101,641,998)
(246,470)
101,641,998
–
–
–
– (25,422,203)
(6,072,338)
(25,422,203)
(6,072,338)
42,948,240
91,025,153 (41,150,224)
99,370,325
1,798,016
190,395,478
(1,628,563)
2,170,589 (17,444,225)
32,950,839
(19,072,788)
35,121,428
8,105,112
5,938,759
34,021,450
1,286,068
42,126,562
7,224,827
(634)
(4,236)
(22,961)
(215,457)
(23,595)
(219,693)
6,475,915
8,105,112
16,554,264
34,021,450
23,030,179
42,126,562
Proceeds from/
(payment
of) capital
reallocation
Payments of
transaction costs
relating to loans
Proceeds/
(repayment) of
loans from New
Energy Solar Fund
to New Energy
Solar Limited
Distributions paid
Net cash flow
from financing
activities
Net (decrease)/
increase in
cash and cash
equivalents
Cash at the
beginning of
the year
Effect of exchange
rate changes
Cash and cash
equivalents at
the end of the
year
The above statement of cash flows should be read in conjunction with the accompanying notes.
39
NEW ENERGY SOLARAnnual Report Notes to the Financial
Statements
NC-31 Blocks 9 and 12 –
February 2017
Stanford at sunset – September 2017
40
Notes to the Financial Statements
FOR THE YE AR ENDED 31 DECEMBER 2018
1. GENERAL INFORMATION
The financial statements comprise:
• New Energy Solar Limited (Company), a listed public company incorporated in Australia;
• New Energy Solar Fund (Trust), a listed managed investment scheme registered and domiciled in Australia, with Walsh
& Company Investments Limited acting as Responsible Entity;
on a combined basis referred to as New Energy Solar (the Fund).
One share in the Company and one unit in the Trust have been stapled together to form a listed single stapled security
(Stapled Security). These securities are publicly traded on the Australian Securities Exchange Limited (ASX).
The principal activity of the Company and the Trust is indirectly investing (through provision of equity and debt to
underlying investment entities) in large-scale solar plants that generate emissions-free power.
REVENUE AND EXPENSES
New Energy Solar is indirectly investing in utility scale solar power plants that generate emissions free power via the
Company’s wholly owned Australian subsidiary, New Energy Solar Australia HoldCo #1 Pty Limited, and its wholly owned
US subsidiary, New Energy Solar US Corp.
New Energy Solar Australia HoldCo #1 Pty Limited is funded by equity and/or debt from the Company. New Energy
Solar US Corp is funded by a combination of equity from the Company and a loan from the Trust, both of which are
denominated in US dollars.
As the Company and the Trust are both considered to meet the definition of an ‘investment entity’ for accounting purposes
(see below), New Energy Solar Australia HoldCo #1 Pty Limited and New Energy Solar US Corp are not consolidated in the
Company’s financial statements, rather they are required to be held at fair value in the financial statements.
The impact of this on the financial statements is that the main operating revenues of the Fund consist of dividends from
New Energy Solar Australia HoldCo #1 Pty Limited and New Energy Solar US Corp, fair value movements in the value
of the Company’s investment in New Energy Solar Australia HoldCo #1 Pty Limited and New Energy Solar US Corp, and
interest on the loan from the Trust to New Energy Solar US Corp. Net operating income from underlying solar assets held
in Australia and the US and all underlying subsidiary expenses are reflected through the movement in the fair value of
investments in the profit or loss statement.
The underlying cash flows of solar power plants, being revenues from the sale of electricity and renewable energy
certificates less expenses, are distributed on a periodic basis from underlying projects through to New Energy Solar
Australia HoldCo #1 Pty Limited and New Energy Solar US Corp, and underpin the ability to pay interest on the loan to
the Trust and dividends to the Company as noted above.
41
NEW ENERGY SOLARAnnual Report Additionally, as both the Company’s equity investment in New Energy Solar US Corp and the Trust’s loan to New Energy
Solar US Corp are denominated in US dollars, and the Company and the Responsible Entity do not currently intend to
hedge its exposure to foreign currencies, the Fund is also exposed to valuation movements associated with changes in the
US dollar/Australian dollar exchange rate.
BASIS OF PREPARATION
The financial statements have been prepared on an accrual basis and are based on historical cost with the exception of
financial assets held at fair value through profit or loss, which are measured at fair value. All amounts are presented in
Australian dollars unless otherwise noted.
STATEMENT OF COMPLIANCE
The financial statements are general purpose financial statements which have been prepared in accordance with
Australian Accounting Standards issued by the Australian Accounting Standards Board (AASB) and the Corporations
Act 2001. Compliance with Australian Accounting Standards ensures the financial statements and notes to the financial
statements of the Company and the Trust comply with the International Reporting Standards (IFRS) issued by the
International Accounting Standards Board (IASB).
The financial statements were authorised for issue by the directors of the Company and the Responsible Entity of
the Trust, Walsh & Company Investments Limited, on 15 February 2019. For the purposes of preparing the financial
statements, the Company and the Trust are for-profit entities.
The Company and the Trust have each applied ASIC Corporations (Stapled Group Reports) Instrument 2015/838 and
therefore include the financial statements of the other entity in their financial report in adjacent columns to their own
financial statements.
AMENDMENTS TO ACCOUNTING STANDARDS THAT ARE
MANDATORILY EFFECTIVE FOR THE CURRENT YEAR
The Company and the Trust have adopted all of the new and revised Standards and Interpretations issued by the AASB
that are relevant to their operations and effective for an accounting period that begins on or after 1 January 2018.
New and revised Standards and amendments thereof and Interpretations effective for the current year that are relevant
to the Company and the Trust include:
• AASB 9 Financial Instruments and related amending Standards
• AASB 15 Revenue from Contracts with Customers and related amending Standards
• AASB 2017-1 Amendments to Australian Accounting Standards – Transfers of Investment Property, Annual
Improvements 2014-2016 Cycle and Other Amendments
•
Interpretation 22 Foreign Currency Transactions and Advance Consideration
42
NEW ENERGY SOLARAnnual Report New standards effective as at 1 January 2018
AASB 15 Revenue from Contracts with Customers
AASB 15 replaces AASB 118 Revenue, AASB 111 Construction Contracts and several revenue-related Interpretations.
The new Standard has been applied as at 1 January 2018 and its adoption has not resulted in any changes in underlying
accounting policies of the Company and the Trust, and therefore has no impact on their financial statements.
AASB 15 Impact analysis
AASB 15 is effective for accounting periods beginning on or after 1 January 2018. The objective of AASB 15 is to
establish the principles that an entity shall apply to report useful information to users of financial statements about the
nature, amount, timing, and uncertainty of revenue and cash flows arising from a contract with a customer. A five-step
model framework is adopted to recognise revenue based on the amount of consideration to which the entity expects to be
entitled to in exchange for goods or services promised to customers.
Scope:
AASB 15 applies to all contracts with customers except those within the scope of AASB 117 Leases, AASB 9 Financial
Instruments, AASB 10 Consolidated Financial Statements, AASB 11 Joint Arrangements, AASB 127 Separate Financial
Statements, AASB 128 Investments in Associates and Joint Ventures, AASB 4 Insurance Contracts and non-monetary
exchanges between entities in the same line of business to facilitate sales to customers.
Application to the Company and the Trust:
The adoption of AASB 15 does not have a material impact on the Company and the Trust’s two revenue streams:
•
Interest revenue earned from loans that have been issued to underlying subsidiaries; and
• Gains on its investments at fair value through profit and loss.
Both revenue streams are specifically excluded from the scope of AASB 15 and are instead included within the scope of
AASB 9, which was previously early adopted by the Company and the Trust since their inception in 2015.
Accordingly, adoption of AASB 15 did not result in any changes to the accounting policies adopted by the Company and
the Trust.
AASB 9 Financial Instruments
The Company and the Trust have since their inception early adopted AASB 9 Financial Instruments which was issued in
December 2014. Accordingly, there are no resultant changes in accounting policies during the financial year.
ACCOUNTING STANDARDS AND INTERPRETATIONS ISSUED BUT
NOT YET EFFECTIVE
At the date of authorisation of the financial statements, the Standards and Interpretations listed below were in issue
but not yet effective. The potential impact of the new or revised Standards and Interpretations which will be applied
in the financial year ending 31 December 2019 are not expected to be material. The potential impact of the new or
revised Standards and Interpretations that will be effective for years ending on or after 31 December 2020 have not
yet been determined.
43
NEW ENERGY SOLARAnnual Report STANDARD/INTERPRETATION
EFFECTIVE FOR ANNUAL
REPORTING PERIODS
BEGINNING ON OR AFTER
EXPECTED TO BE INITIALLY
APPLIED IN THE FINANCIAL
YEAR ENDING
AASB 16 ‘Leases’
1 January 2019
31 December 2019
AASB 2014-10 ‘Amendments to Australian Accounting
1 January 2022
31 December 2022
Standards – Sale or Contribution of Assets between an
Investor and its Associate or Joint Venture’, AASB 2015-10
‘Amendments to Australian Accounting Standards – Effective
Date of Amendments to AASB 10 and AASB 128’ and AASB
2017-5 ‘Amendments to Australian Accounting Standards –
Effective Date of Amendments to AASB 10 and AASB 128
and Editorial Corrections’
(Editorial corrections in
AASB 2017-5 apply from
1 January 2018)
AASB 2017-6 ‘Amendments to Australian Accounting
1 January 2019
31 December 2019
Standards –Prepayment Features with Negative
Compensation’
AASB 2017-7 ‘Amendments to Australian Accounting
1 January 2019
31 December 2019
Standards – Long-term Interests in Associates and
Joint Ventures’
AASB 2018-1 ‘Amendments to Australian Accounting
1 January 2019
31 December 2019
Standards – Annual Improvements 2015-2017 Cycle’
AASB 2018-6 ‘Amendments to Australian Accounting
1 January 2020
31 December 2020
Standards - Definition of a Business’
AASB 2018-7 ‘Amendments to Australian Accounting
1 January 2020
31 December 2020
Standards – Definition of Material’
Interpretation 23 ‘Uncertainty over Income Tax Treatments’
1 January 2019
31 December 2019
In addition, at the date of authorisation of the financial statements the following IASB Standards and IFRIC
Interpretations were on issue but not yet effective, but for which Australian equivalent Standards and Interpretations
have not yet been issued.
STANDARD/INTERPRETATION
EFFECTIVE FOR ANNUAL
REPORTING PERIODS
BEGINNING ON OR AFTER
EXPECTED TO BE INITIALLY
APPLIED IN THE FINANCIAL
YEAR ENDING
Amendments to References to the Conceptual Framework
1 January 2020
31 December 2020
in IFRS Standards
44
NEW ENERGY SOLARAnnual Report 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following accounting policies have been adopted in the preparation and presentation of the financial report.
A) BA SIS FOR NON- CONSOLIDATION
New Energy Solar (or the Fund) comprises New Energy Solar Limited (the Company) and New Energy Solar Fund (the
Trust). The equity securities of the Company and the Trust are stapled and cannot be traded separately.
The parent entity of the stapled group has been determined to be the Company. The Company holds investments, directly
or indirectly, through subsidiaries or other underlying entities including the Trust which is considered to be a subsidiary of
the Company under the accounting standards.
The Company and the Trust are considered to meet the definition of an ‘Investment Entity’ as described in AASB 10
‘Consolidated Financial Statements’ (refer below). Under AASB 10 an Investment Entity is required to hold its subsidiaries
at fair value through the profit and loss rather than consolidate them. Subsidiaries are entities over which control is
exercised. Control exists when the entity is exposed to, or has rights to, variable returns from its involvement with the
entity and has the ability to affect those returns through its power over the entity.
As noted above the Trust is considered to be a subsidiary of the Company under accounting standards and is therefore
required to be recorded by the Company at its fair value. However, the fair value of the Company’s investment in the Trust
as reflected in the Company’s financial statements is considered to be nil as a result of the Company holding no direct
interest in this subsidiary. The Company financial statements therefore include all of its own direct and indirect interest
in subsidiaries at fair value, but do not reflect any value attributable to the Trust except for loans made between the
Company and the Trust.
The financial statements of the Trust are shown separately under the heading “New Energy Solar Fund (Trust)”. As noted
above because the Trust is considered to be an investment entity, its financial statements reflect its financial assets,
including loan receivables and its investment in direct and indirect subsidiaries, at fair value. The Trust had no subsidiaries
as at the reporting date.
The column headed “Fund” in the financial statements represents non-IFRS financial information (Fund financial
statements) which has been included to reflect the combined financial statements of the Company and the Trust,
together representing the Fund. The Fund financial statements have been prepared to reflect the stapled securityholders’
combined interest in the Company and the Trust by aggregating the Company and the Trust financial information after
eliminating transactions and balances between the Company and the Trust. The accounting policies adopted in the
preparation of the Fund financial statements is consistent with that adopted in respect of the Company and the Trust
financial statements.
The Company, Trust and Fund financial information disclosures in the format presented in the financial statements is in
accordance with an ASIC Order 17-1127 issued on 14 December 2017.
Investment Entity Classification
Under the definition of an Investment Entity, as set out in AASB 10, an entity must satisfy all of the following three tests:
• Obtains funds from one or more investors for the purpose of providing those investors with investment management
services; and
• Commits to its investors that its business purpose is to invest funds solely for returns from capital appreciation,
investment income, or both; and
45
NEW ENERGY SOLARAnnual Report • Measures and evaluates the performance of substantially all of its investments on a fair value basis.
The Company and the Trust satisfy the above three tests in consideration of the following factors:
• The Company and the Trust have multiple investors, having obtained funds from a diverse group of securityholders
that would not otherwise have access individually to invest in renewable power generation assets;
• The business purpose of the Company and the Trust, is to invest funds for investment income and potential capital
growth. The intended underlying assets, including those held directly or indirectly by the Company and the Trust, will
have limited operational lives and therefore minimal residual value and so will not be expected to be held indefinitely;
and
• The Company and Trust measure and evaluate performance of their existing and intended future underlying
investments on a fair value basis which is most relevant for its securityholders.
The directors have also assessed that the Company meets the typical characteristics of an Investment Entity described in
AASB 10 in that:
•
It is a separate legal entity;
• Ownership interests in the entity are held by a wide pool of investors who are not related parties; and
• Through its subsidiaries, it holds a portfolio of investments.
In respect of the Trust, the directors have assessed that whilst the first two characteristics above are met, since it
presently does not hold any investments, it therefore does not meet all the typical characteristics described in the
accounting standard. Notwithstanding this, the directors have concluded based on the Trust being part of the same
stapled structure as the Company and having the same principal business purpose of investing in financial assets for
investment returns, that it is appropriately classified as an Investment Entity.
B) FUNCTIONAL AND PRESENTATION CURRENCY
The functional and presentation currency of the Company and the Trust is Australian dollars.
Transactions in foreign currencies are initially recorded in Australian dollars by applying the exchange rates at the date of
the transaction. Monetary assets and liabilities denominated in foreign currencies that are outstanding at the reporting
date are retranslated at the rate of exchange at the Statement of Financial Position date. Non-monetary items carried at fair
value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was
determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not translated.
C) FINANCIAL INSTRUMENTS
Financial Instruments, incorporating financial assets and financial liabilities, are recognised when the Company and the
Trust become a party to the contractual provisions of the instrument.
i. Financial assets
Being “Investment Entities”, the financial assets of both the Company and the Trust are measured initially and (except for
trade receivables and other short term financial assets) on an ongoing basis at fair value through profit or loss. Financial
assets of the Company and the Trust measured at fair value includes investments in subsidiaries and loan receivables.
46
NEW ENERGY SOLARAnnual Report ii. Financial liabilities
Financial liabilities are classified as derivative and non-derivative instruments as appropriate. The Company and the
Trust determines the classification of its financial liabilities at initial recognition. All financial liabilities are recognised
initially at fair value.
Non-derivative instruments are subsequently measured at amortised cost using the effective interest rate method.
Derivative instruments are subsequently measured at fair value, with movements recorded through profit or loss.
iii. Derivative financial instruments
Derivative financial instruments may be utilised to manage exposure to foreign exchange rate risks (foreign currency
forward contracts) and interest rate risks (interest rate swap contracts).
Derivatives are recognised initially at fair value at the date a derivative contract is entered into and are subsequently
remeasured to their fair value at each reporting date. The resulting gain or loss is recognised in profit or loss immediately
unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in
profit or loss depends on the nature of the hedge relationship.
A derivative with a positive fair value is recognised as a financial asset whereas a derivative with a negative fair value is
recognised as a financial liability. Derivatives are not offset in the financial statements unless the Company and/or the
Trust have both legal right and intention to offset. A derivative is presented as a non-current asset or a non-current
liability if the remaining maturity of the instrument is more than 12 months and it is not expected to be realised or settled
within 12 months. Other derivatives are presented as current assets or current liabilities.
iv. Derecognition
Financial assets are derecognised where the contractual rights to receipt of cash flows expire or the asset is transferred to
another party whereby the entity no longer has any significant continuing involvement in the risks and benefits associated
with the asset. Financial liabilities are derecognised where the related obligations are discharged or cancelled or expire.
The difference between the carrying value of the financial liability extinguished or transferred to another party and the fair
value of consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised in profit or loss.
v. Fair value
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants under current market conditions at the measurement date. The Responsible Entity of the Trust and
the directors of the Company determine the fair value of subsidiary investments based on underlying assets information
received from the Investment Manager. The Investment Manager’s assessment of fair value of underlying asset
investments is determined in accordance with “AASB 13 – Fair Value Measurement”, using discounted cash flow principles
unless a more appropriate methodology is applied. The Investment Manager may at its discretion source independent
valuers to undertake these valuations, or to corroborate the results of its own valuations.
D) IMPAIRMENT OF A SSE TS
The directors of the Company and Responsible Entity assess at each reporting date whether there is an indication that
an asset may be impaired. If any such indication exists, an estimate is made of the expected loss which is recognised in
profit or loss.
47
NEW ENERGY SOLARAnnual Report Debt instruments carried at amortised cost (principally trade receivable balances) are assessed on a forward-looking
basis for any lifetime expected credit losses. The impairment methodology applied depends on whether there has been a
significant increase in credit risk.
For trade receivables and interest receivable, the Company applies the simplified approach permitted by AASB 9, which
requires expected lifetime losses to be recognised from initial recognition of the receivables.
No impairment assessment is performed in respect of financial assets where fair value changes are recorded in profit or loss.
E) CA SH AND CA SH EQUIVALENTS
Cash and cash equivalents comprise cash at bank and in hand and short-term deposits with an original maturity of three
months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of
changes in value.
F) TR ADE RECEIVABLES AND OTHER SHORT TERM FINANCIAL A SSE TS
Short term trade receivables and other financial assets are recorded at amortised cost if the following conditions are met,
otherwise they are measured at fair value:
• where the financial asset is held within a business model with the objective to collect contractual cash flows; and
• contractual terms of the financial asset give rise on specific dates to cashflows that are solely repayment of principal
and interest on the principal amount outstanding.
G) INTERESTS IN A SSOCIATES AND JOINT VENTURES
An associate is an entity over which the Company or the Trust has significant influence. Significant influence is the power to
participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the
net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which
exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.
Pursuant to “AASB 128 Investments in Associates and Joint Ventures” the Company and the Trust have elected to
measure investments in associates and joint ventures at fair value through profit or loss.
H) TR ADE AND OTHER PAYABLES
Trade and other payables are recognised when the Company and the Trust becomes obliged to make payments resulting
from the purchase of goods or services. The balance is unsecured and is recognised as a current liability with the amount
being normally paid within 30 days of the recognition of the liability.
I) PROVISIONS
Provisions are recognised when there is a present obligation (legal or constructive) as a result of a past event, it is probable
an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can
be made of the amount of the obligation.
J) BORROWINGS
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured
at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis.
48
NEW ENERGY SOLARAnnual Report The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest
expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash
payments through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying
amount on initial recognition.
Borrowings are classified as current liabilities unless there is an unconditional right to defer settlement of the liability for
at least 12 months after the reporting date.
K) TA XES
i. Income tax
Australian Trust
Under current Australian income tax laws, the Responsible Entity (as trustee of the Trust) is not liable to pay income
tax on the net (taxable) income of the Trust, provided the Trust is not a corporate unit trust or a public trading trust and
its distributable income (taxable income) for each income year is fully distributed to securityholders, by way of cash or
reinvestment.
Australian Company
Under current Australian income tax laws, the Company is liable to pay income tax at the prevailing corporate tax rate,
currently 30%.
Deferred tax is accounted for using the balance sheet liability method. Temporary differences are differences between
the tax base of an asset or liability and its carrying amount in the statement of financial position. The tax base of an asset
or liability is the amount attributed to that asset or liability for tax purposes.
In principle, deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are
recognised to the extent that it is probable that sufficient taxable amounts will be available against which deductible
temporary differences or unused tax losses can be utilised. However, deferred tax assets and liabilities are not recognised
if the temporary differences giving rise to them arise from the initial recognition of assets and liabilities (other than as a
result of a business combination) which affects neither taxable income nor accounting profit. Furthermore, a deferred tax
liability is not recognised in relation to taxable temporary differences arising from the initial recognition of goodwill.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period(s) when the
asset and liability giving rise to them are realised or settled, based on tax rates (and tax laws) that have been enacted
or substantively enacted by the reporting date. The measurement of deferred tax liabilities and assets reflects the tax
consequences that would follow from the manner in which the company expects, at the reporting date, to recover or
settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and
the company intends to settle its current tax assets and liabilities on a net basis.
ii. Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except to the extent the amount of GST incurred
is not recoverable from the Australian Taxation Office. In these circumstances, the unrecoverable GST is recognised as
part of the cost of acquisition of the asset or as part of an item of expense.
49
NEW ENERGY SOLARAnnual Report Where fees are stated to be exclusive of GST and GST is payable on any fee, the fee will be increased by an amount
equal to the GST payable. Cash flows are included in the Statement of Cash Flows on a gross basis, except for the GST
component of cash flows arising from investing and financing activities which are disclosed as operating cash flows.
The Trust qualifies for reduced input tax credits at a minimum rate of 55% as a recognised trust scheme under specific
provisions in the GST legislation.
L) RE VENUE RECOGNITION
i. Interest income
Interest income is recognised in profit or loss using the effective interest method. This is a method of calculating the
amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest
rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset
to the net carrying amount of the financial asset.
ii. Dividend/distribution income
Dividend/distribution income is recognised on the date that the Company and the Trust’s right to receive the dividend/
distribution is established.
M) E ARNINGS PER SECURIT Y
Basic earnings per security is calculated by dividing the profit or loss attributable to securityholders by the weighted
average number of securities outstanding during the financial year. Diluted earnings per security is the same as there are
no potential dilutive ordinary securities as at reporting date.
N) OPER ATING SEGMENTS
The Company and the Trust currently operate in a single operating segment, being in the business of investing in solar
asset plants. Presently these solar asset plants are owned in the United States of America and Australia.
O) COMPAR ATIVES
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation
for the current financial year.
P) SHARE /UNIT CAPITAL
i. Ordinary shares, units and options
Ordinary shares, units and options are classified as equity. Issued capital is recognised at the fair value of consideration
received by the Company and the Trust. Incremental costs directly attributable to the issue of ordinary shares/units are
recognised as a deduction from equity.
ii. Dividend/distribution to securityholders
Dividends/distributions are recognised in the reporting period in which they are declared, determined, or publicly
recommended by the board of the Company and/or the Responsible Entity.
50
NEW ENERGY SOLARAnnual Report Q) CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
In the application of the Company and the Trust’s accounting policies, management is required to make judgements,
estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources.
Estimates and judgements are continually evaluated and based on historic experience and other factors believed to be
reasonable under the circumstances.
Investment entity classification
The directors have assessed that both the Company and the Trust continue to meet the definition of an Investment Entity.
This assessment includes judgement of the factors supporting Investment Entity classification as set out in note 2(a).
Fair value recognition
As the definition of an ‘investment entity’ under AASB 10 is met, the Company and the Trust account for their subsidiaries
at fair value through profit or loss, rather than consolidating them. In performing this fair value assessment underlying
investment assets are therefore measured at fair value for financial reporting purposes. Once an underlying operating
asset held by a subsidiary has been owned for a period of no more than twelve months, the Board and the Responsible
Entity will appoint the Investment Manager to produce investment valuations on an appropriate basis. Such valuations
will be performed at least annually thereafter. The valuation of solar asset investments are based on discounted cash
flow models which are subject to key estimates and assumptions relating to weighted average cost of capital, electricity
prices, electricity production and operating expenses. The valuations include unobservable inputs and will therefore
be categorised as Level 3 investments. The Investment Manager may at its discretion source independent valuers to
undertake these valuations. Refer note 9 and note 16 for further information relating to fair value assessments.
3. FINANCE INCOME
NEW ENERGY SOLAR
LIMITED (COMPANY)
NEW ENERGY SOLAR
FUND (TRUST)
FUND (COMBINED
COMPANY AND TRUST)
31-Dec-18
31-Dec-17
31-Dec-18
31-Dec-17
31-Dec-18
31-Dec-17
$
$
$
$
$
$
108,775
31,841
219,030
29,205
327,805
61,046
–
–
14,779,097
10,586,654
14,779,097
10,586,654
108,775
31,841
14,998,127
10,615,859
15,106,902
10,647,700
Interest income on cash
at bank
Interest income on loan
to New Energy Solar US
Corp (subsidiary of the
Company)
51
NEW ENERGY SOLARAnnual Report 4. INCOME TAX
NEW ENERGY SOLAR
LIMITED (COMPANY)
NEW ENERGY SOLAR
FUND (TRUST)
FUND (COMBINED
COMPANY AND TRUST)
31-Dec-18
31-Dec-17 31-Dec-18
31-Dec-17
31-Dec-18
31-Dec-17
Income tax benefit
Current tax
$
–
Deferred tax - in respect of
current year
Deferred tax - in respect of prior
years
(789,989)
(383,026)
Aggregate income tax benefit
(1,173,015)
$
–
–
–
–
$
–
–
–
–
$
–
$
–
–
(789,989)
–
–
(383,026)
(1,173,015)
$
–
–
–
–
Numerical reconciliation of income tax expense and tax at the statutory rate
Profit before income tax
expense
44,530,821
361,800
34,474,267
(7,457,594)
79,005,088
(7,095,794)
Tax at the statutory Australian
tax rate of 30%
13,359,246
108,540
–
– 13,359,246
108,540
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Fair value gains not assessable
(14,171,261)
(456,331)
Non-deductible expenses
22,026
38,569
Deferred tax asset on loss not
recognised
–
309,222
Deferred tax asset from prior
year recognised in current year
(383,026)
Income tax benefit
(1,173,015)
Income tax recognised directly in equity
Current tax - share buy-back
costs
(1,152)
Deferred tax - equity issue costs
in respect of current year
(4,642)
Deferred tax - equity issue costs
in respect of prior years
(595,919)
Total income tax recognised
directly in equity
(601,713)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
– (14,171,261)
(456,331)
22,026
38,569
–
309,222
–
–
–
(383,026)
– (1,173,015)
–
–
(1,152)
(4,642)
–
(595,919)
–
(601,713)
–
–
–
–
–
–
52
NEW ENERGY SOLARAnnual Report NEW ENERGY SOLAR
LIMITED (COMPANY)
NEW ENERGY SOLAR
FUND (TRUST)
FUND (COMBINED
COMPANY AND TRUST)
31-Dec-18
31-Dec-17 31-Dec-18
31-Dec-17
31-Dec-18
31-Dec-17
$
Deferred tax assets recognised at balance date comprises
Tax losses (revenue)
1,234,447
Deductible temporary
differences
Total
540,281
1,774,728
$
–
–
–
$
–
–
–
$
$
–
1,234,447
–
–
540,281
1,774,728
$
–
–
–
5. EARNINGS PER SECURITY
(i) Calculated earnings per security
NEW ENERGY SOLAR
LIMITED (COMPANY)
NEW ENERGY SOLAR
FUND (TRUST)
FUND (COMBINED
COMPANY AND TRUST)
31-Dec-18
31-Dec-17
31-Dec-18
31-Dec-17
31-Dec-18
31-Dec-17
cents
cents
cents
cents
cents
cents
Basic and diluted earnings/
(loss) per security
13.60
0.18
10.25
(3.71)
23.85
(3.53)
(ii) Earnings used to calculate basic and diluted earnings per security
$
$
$
$
$
$
Profit/(loss) from continued
operations used to calculate
basic and diluted earnings/
(loss) per security
45,703,836
361,800
34,474,267
(7,457,594)
80,178,103
(7,095,794)
(iii) Weighted average number of securities
No.
No.
No.
No.
No.
No.
Weighted average number of
securities outstanding used
to calculate basic earnings per
security
Effect of dilution *
Weighted average number
of securities outstanding
used to calculate diluted
336,171,810 200,796,527 336,171,810 200,796,527 336,171,810 200,796,527
–
–
–
–
–
–
earnings per security
336,171,810 200,796,527 336,171,810 200,796,527 336,171,810 200,796,527
There are no transactions that would significantly change the number of securities at the end of the reporting period.
Outstanding options are “out of the money” (option exercise price exceeds security price) at balance date and therefore
have no dilutionary impact on diluted earnings per security.
53
NEW ENERGY SOLARAnnual Report 6. EQUITY – ISSUED CAPITAL
(i) Movements in issued capital
NEW ENERGY SOLAR
LIMITED (COMPANY)
NEW ENERGY SOLAR
FUND (TRUST)
FUND (COMBINED
COMPANY AND TRUST)
31-Dec-18
31-Dec-17
31-Dec-18
31-Dec-17
31-Dec-18
31-Dec-17
$
$
$
$
$
$
Balance at beginning of year
207,418,305
14,751,154 264,999,858 280,323,437 472,418,163
295,074,591
Capital reallocation -
June 2017
Issue of securities -
August 2017
Issue of securities -
December 2017
Issue of securities -
February 2018
Capital reallocation -
June 2018
Issue of securities -
August 2018
Issue costs
Deferred tax asset recognised
in current year in connection
with prior year issue costs
Buybacks
Buyback costs
Distributions -
June 2017
Distributions -
December 2017
Distributions -
June 2018
Distributions -
December 2018
–
96,777,882
– (96,777,882)
–
–
–
1,065,106
–
1,852,993
–
2,918,099
–
98,996,756
– 103,037,440
–
202,034,196
2,364,708
–
2,973,234
–
5,337,942
30,156,728
– (30,156,728)
–
–
13,283,166
–
13,190,738
–
26,473,904
–
–
–
(26,305)
(4,172,593)
(30,154)
(4,311,885)
(56,459)
(8,484,478)
595,919
(1,497,814)
(2,687)
–
–
–
–
–
–
–
–
–
–
(1,454,914)
(3,728)
–
–
–
595,919
(2,952,728)
(6,415)
–
–
–
–
(6,072,338)
–
(6,072,338)
– (13,051,907)
–
(13,051,907)
–
(7,317,082)
–
(7,317,082)
–
(8,533,907)
–
(8,533,907)
–
–
Balance at the end of year
252,292,020
207,418,305 233,667,317 264,999,858 485,959,337
472,418,163
54
NEW ENERGY SOLARAnnual Report (ii) Movements in stapled securities
NEW ENERGY SOLAR
LIMITED (COMPANY)
NEW ENERGY SOLAR
FUND (TRUST)
FUND (COMBINED
COMPANY AND TRUST)
31-Dec-18
31-Dec-17
31-Dec-18
31-Dec-17
31-Dec-18
31-Dec-17
No.
No.
No.
No.
No.
No.
Balance at beginning of year
326,297,684
189,760,552 326,297,684
189,760,552 326,297,684
189,760,552
Issue of securities -
August 2017
Issue of securities -
December 2017
Issue of securities -
February 2018
Issue of securities -
August 2018
Buybacks
–
1,847,668
–
1,847,668
-
1,847,668
– 134,689,464
– 134,689,464
-
134,689,464
3,657,035
–
3,657,035
–
3,657,035
18,710,596
(2,068,120)
–
–
18,710,596
(2,068,120)
–
18,710,596
–
(2,068,120)
–
–
–
Balance at the end of year
346,597,195 326,297,684 346,597,195 326,297,684 346,597,195
326,297,684
All issued stapled securities are fully paid. The holders of stapled share/unit securities are entitled to one vote per security
at meetings of the Company and the Trust and are entitled to receive dividends/distributions declared from time to time
by the Company and the Trust.
During the prior year, 67,344,732 Class A Options and 67,344,732 Class B Options were issued over stapled securities in
the Fund for nil consideration in conjunction with the December 2017 security issue.
At balance date, 67,344,732 Class A Options and 67,344,732 Class B Options were outstanding. The Class A Options
are exercisable at $1.55 per security during a 20 business day period ending at 5.00pm (AEDT) on 8 February 2019. The
Class B Options are exercisable at $1.60 per security during a 20 business day period ending at 5.00pm (AEDT) on 8
August 2019.
Security buyback
The Company and the Trust announced an on-market security buyback program on 2 May 2018 of up to 10 million
securities over a 12 month period commencing 17 May 2018 and expiring 16 May 2019. The buybacks are being
undertaken as an active capital management tool to provide liquidity to existing securityholders should they seek to exit
their investment at a discount to net asset value.
During the year ended 31 December 2018, the Company and the Trust acquired stapled securities from securityholders
for a total consideration of $2,952,728 as part of the buyback program announced on 2 May 2018. 2,068,120 securities
acquired under the program have been cancelled resulting in a reduction of fully paid ordinary stapled securities on issue.
The Company and the Trust remain committed to active capital management to provide liquidity for investors as well as
enhancing shareholder returns.
55
NEW ENERGY SOLARAnnual Report
7. CURRENT ASSETS – CASH AND CASH EQUIVALENTS
For the purposes of the statement of cash flows, cash and cash equivalents include cash on hand and in banks. Cash and
cash equivalents at the end of the reporting period as shown in the statement of cash flows can be reconciled to the
related items in the statement of financial position as follows:
NEW ENERGY SOLAR
LIMITED (COMPANY)
NEW ENERGY SOLAR
FUND (TRUST)
FUND (COMBINED
COMPANY AND TRUST)
31-Dec-18
31-Dec-17
31-Dec-18
31-Dec-17
31-Dec-18
31-Dec-17
$
$
$
$
$
$
Cash and bank balances
6,475,915
8,105,112
16,554,264
34,021,450
23,030,179
42,126,562
Reconciliation of profit/(loss) after income tax to net cash used in operating activities:
NEW ENERGY SOLAR
LIMITED (COMPANY)
NEW ENERGY SOLAR
FUND (TRUST)
FUND (COMBINED
COMPANY AND TRUST)
31-Dec-18
31-Dec-17
31-Dec-18
31-Dec-17
31-Dec-18
31-Dec-17
$
$
$
$
$
$
45,703,836
361,800
34,474,267
(7,457,594)
80,178,103
(7,095,794)
(47,237,536)
(1,521,102) (23,096,495)
15,403,191 (70,334,031)
13,882,089
634
4,236
(59,184)
615,824
(58,550)
620,060
–
–
1,559,881
–
1,559,881
172,055
–
–
–
172,055
–
–
Profit/(loss) after income tax
expense for the year
Adjustments for:
Fair value movement of
financial assets at fair value
through profit or loss
Net foreign exchange gains
Fair value movement of
forward foreign currency
derivatives
Amortisation of deferred
borrowing costs
Change in operating assets and liabilities:
Decrease/(Increase) in
receivables
730,788
1,768,465
316,964
1,164,282
1,047,752
2,932,747
Decrease in deferred tax assets
(1,173,015)
–
–
– (1,173,015)
–
Increase/(decrease) in payables
404,420
(2,467,963)
346,693
(145,189)
751,113
(2,613,152)
Increase in provision for income
tax
(26,264)
–
–
–
(26,264)
–
Net cash flow from operating
activities
(1,425,082)
(1,854,564)
13,542,126
9,580,514
12,117,044
7,725,950
56
NEW ENERGY SOLARAnnual Report Reconciliation of liabilities arising from financing activities:
COMPANY
Other liabilities - New Energy Solar Fund
COMPANY
Loan payable
1-JAN-18
FINANCING
CASH FLOWS
$
–
–
$
246,470
246,470
1-JAN-17
$
FINANCING
CASH FLOWS
$
101,641,998
(101,641,998)
101,641,998
(101,641,998)
31-DEC-18
$
246,470
246,470
31-DEC-17
$
–
–
There were no liabilities arising from financing activities in relation to the Trust.
8. CURRENT ASSETS – TRADE AND OTHER RECEIVABLES
NEW ENERGY SOLAR
LIMITED (COMPANY)
NEW ENERGY SOLAR
FUND (TRUST)
FUND (COMBINED
COMPANY AND TRUST)
31-Dec-18
31-Dec-17
31-Dec-18
31-Dec-17
31-Dec-18
31-Dec-17
$
–
$
–
$
$
$
$
871,175
833,753
871,175
833,753
29,538
301,851
42,776
397,163
72,314
699,014
Interest receivable - New
Energy Solar US Corp
GST receivable
Other receivables - subsidiary
entity, New Energy Solar US
Corp
12,250
498,227
–
Other receivables - New Energy
Solar Limited
Other receivables
–
27,502
–
–
246,470
–
–
–
–
12,250
498,227
–
27,502
–
–
69,290
800,078
1,160,421
1,230,916
983,241
2,030,994
There are no balances included in receivables that contain assets that are impaired. The receivables are recorded at
carrying amounts that are reasonable approximations of fair value.
9. NON-CURRENT ASSETS – FINANCIAL ASSETS HELD AT FAIR
VALUE THROUGH PROFIT OR LOSS
The Fund owns its existing underlying solar asset portfolio through the Company’s immediate subsidiary companies. The
Fund’s investment in its immediate subsidiaries consists of a combination of equity and debt provided by the Company
and debt provided by the Trust. As an ‘investment entity’ the Company records its equity investment at fair value, which
comprises the assessed fair value of the underlying solar asset portfolio and the residual net assets of the company and its
57
NEW ENERGY SOLARAnnual Report controlled entities, and records its loan receivable at fair value. Similarly, the Trust as an ‘investment entity’ records its loan
receivable at fair value.
At balance date, the fair value of the Company and Trust’s combined total investment in immediate subsidiaries and its
controlled entities comprises the following:
NEW ENERGY SOLAR
LIMITED (COMPANY)
NEW ENERGY SOLAR
FUND (TRUST)
FUND (COMBINED
COMPANY AND TRUST)
31-Dec-18
31-Dec-17
31-Dec-18
31-Dec-17
31-Dec-18
31-Dec-17
Investment in
New Energy Solar
– Equity
$
10
Australia HoldCo #1
Pty Limited
Investment in New
Energy Solar US
– Loans
10,530,274
– Equity
281,733,633
201,874,660
$
–
–
$
–
–
–
$
–
$
10
– 10,530,274
$
–
–
– 281,733,633
201,874,660
Corp
– Loans
–
– 252,846,452 239,831,684 252,846,452
239,831,684
292,263,917 201,874,660 252,846,452 239,831,684 545,110,369
441,706,344
The investment in subsidiaries comprises on a ‘look-through’ basis the following:
NEW ENERGY SOLAR
LIMITED (COMPANY)
NEW ENERGY SOLAR
FUND (TRUST)
FUND (COMBINED
COMPANY AND TRUST)
31-Dec-18
31-Dec-17
31-Dec-18
31-Dec-17
31-Dec-18
31-Dec-17
$
$
Fair value of
underlying solar asset
interests held (i)
1,138,886,515
302,733,158
Cash or cash
equivalents
Construction loans
to underlying solar
project entities (ii)
Funds on deposit
as security for
guarantees (iii)
Loan funding provided
by New Energy Solar
Fund to New Energy
31,040,663
216,994,573
25,248,529
22,303,041
9,221,280
–
$
–
–
–
–
$
$
$
–
1,138,886,515
302,733,158
–
31,040,663
216,994,573
–
25,248,529
22,303,041
–
9,221,280
–
Solar US Corp (iv)
(252,846,452) (239,831,684)
252,846,452
239,831,684
–
–
58
NEW ENERGY SOLARAnnual Report
NEW ENERGY SOLAR
LIMITED (COMPANY)
NEW ENERGY SOLAR
FUND (TRUST)
FUND (COMBINED
COMPANY AND TRUST)
31-Dec-18
31-Dec-17
31-Dec-18
31-Dec-17
31-Dec-18
31-Dec-17
Fair value of 3rd party
loan funding provided
(v)
Deferred borrowing
costs
Asset acquisition
liabilities
$
$
(611,713,810) (105,652,439)
7,322,166
(54,965,536)
–
–
–
Deferred tax liabilities
(8,583,605)
Other net assets/
liabilities
8,654,167
5,328,011
$
–
–
–
–
–
$
$
$
– (611,713,810) (105,652,439)
–
7,322,166
– (54,965,536)
(8,583,605)
–
–
8,654,167
5,328,011
–
–
–
292,263,917
201,874,660
252,846,452
239,831,684
545,110,369
441,706,344
(i)
The balance recorded at 31 December 2018 relates to:
a. the company’s interest in the NC-31, NC-47, Stanford, TID and Boulder operating solar asset plants. The fair
value of these assets totaling $450.9 million is based on a discounted cash flow valuation as further described in
note 16.
b. the company’s interest in Manildra, Mount Signal 2 and Cypress Creek portfolio of solar asset plants. These
assets remain under construction or have been acquired or become operational within 12 months of balance
date, and their fair value totaling $688.0 million is considered to materially represent equity purchase price paid
plus directly attributable transaction costs and asset specific debt.
(ii) This balance represents loans provided in connection with the solar asset plants acquired from Cypress Creek which
are under construction. The loans are interest bearing and provided on commercial terms and are repayable at the
earlier of the occurrence of specific construction milestones or pre-defined maturity dates.
(iii) This balance represents short-term term deposits held by the Company’s wholly owned subsidiary, New Energy
Solar Australia HoldCo #1 Pty Limited, as a cash-backed guarantee relating to completion of its acquisition of the
Manildra and Beryl solar farms located in New South Wales.
(iv) As at 31 December 2018, the fair value of Note Purchase Agreements with New Energy Solar US Corp that
New Energy Solar Fund invested into in the amount of US$121,580,750 (face value US$121,981,082, effective
9 December 2016) and US$56,650,714 (face value US$57,803,480, effective 15 December 2017) has been
converted to Australian dollars at the prevailing A$:US$ spot rate of 0.7049 (31 December 2017 spot rate
0.7809). The loans to New Energy Solar US Corp have a 7 year loan term from inception and a fixed interest rate
of 6%. These loans are unsecured. The fair value of these loan receivables is based on a revaluation at balance date
with reference to prevailing referable market interest rates for comparable external debt as a proxy for market
pricing of these loan receivables.
59
NEW ENERGY SOLARAnnual Report (v) 3rd party loan funding is comprised of the following:
Underlying 3rd party debt summary
DRAWN
FACE
VALUE
(BASE
CURRENCY
$M)
FACILITY
SIZE (BASE
CURRENCY
$M)
DRAWN
FAIR
VALUE
(BASE
CURRENCY
$M)
DRAWN
FACE
VALUE
(A$M)
31 DEC
2018 FX
RATE
31 DEC
2018 FX
RATE
DRAWN
FAIR
VALUE
(A$M)
USD 26.2
USD 26.2
0.7049
37.2
USD 26.2
0.7049
37.2
USD 62.5
USD 62.5
0.7049
88.7
USD 56.4
0.7049
80.0
USD 22.7
USD 22.7
0.7049
32.2
USD 21.5
0.7049
30.5
USD 209.3 USD 209.3
0.7049
296.9 USD 209.3
0.7049
296.9
USD 248.5
USD 62.5
0.7049
88.7
USD 62.6
0.7049
88.7
USD 8.5
USD 45.0
USD 0.0
USD 0.0
0.7049
0.7049
–
–
USD 0.0
USD 0.0
0.7049
0.7049
AUD 81.7
AUD 78.4
n/a
AUD 78.4
n/a
78.4
622.1
–
–
78.4
611.7
HELD BY:
NES US Funding 1
LLC (a)
NES Antares HoldCo
LLC (b)
NES Perseus HoldCo
LLC (c)
NES Hercules Class
B Member LLC &
NES Hercules Project
Holdings LLC (d)
NES Hercules Class
B Member LLC &
NES Hercules Project
Holdings LLC (d)
NES Hercules Class
B Member LLC &
NES Hercules Project
Holdings LLC (d)
NES Galaxy LLC (e)
Manildra Finco Pty
Limited (f)
(a) US$26.2 million term credit facility held by NES US Funding 1 LLC, a wholly owned indirect subsidiary of the
Company, with KeyBank National Association. As at 31 December 2018, this facility was fully drawn to US$26.2
million. The loan matures on 2 July 2019. As part of the financing agreement, KeyBank National Association hold a
charge over the NC-31 and NC-47 solar plant assets.
(b) . US$62.5million senior secured fixed rate notes issued in October 2017 by NES Antares HoldCo LLC, a wholly owned
indirect subsidiary of the Company, to notes purchasers via the United States private placement market. The notes
are amortising over 24 years maturing 30 September 2041. As part of the note purchase agreements, the noteholders
hold a charge over the Stanford SGS and TID SGS asset interests held.
(c) US$22.7million senior secured fixed rate notes issued in July 2018 by NES Perseus HoldCo LLC, a wholly owned
indirect subsidiary of the Company, to notes purchasers via the United States private placement market. The notes
are amortising over 18.5 years maturing 28 February 2037. As part of the note purchase agreements, the noteholders
hold a charge over NES Perseus HoldCo LLC, the entity which owns the underlying membership interest in the
Boulder solar asset.
60
NEW ENERGY SOLARAnnual Report (d) Mount Signal 2 non-recourse construction financing facilities, comprising a Construction Loan facility, ITC Bridge Loan
facility and Revolving Loan facility, totaling US$466.3 million established on 19 March 2018 held by NES Hercules
Class B Member LLC and NES Hercules Project Holdings LLC, both currently wholly-owned indirect subsidiaries of the
Company, provided by HSBC Bank USA N.A., Santander Bank N.A. and KeyBank National Association.
• The Construction Loan is a US$209.3 million facility which will convert to a Term Loan with a limit of the same
amount on or after construction is complete. The loan matures on the 8th anniversary of the term loan conversion
date. As at 31 December 2018, the construction loan was fully drawn.
• The ITC Bridge Loan is a US$248.5 million facility sized to provide a bridge to the equity investment of the tax
equity investor, which occurs in two stages based on construction progress. The ITC Bridge Loan is repaid
at construction completion largely with the proceeds of the tax equity investors initial and final equity capital
contributions, as well as a small amount of ordinary equity which has already been contributed to the project. As at
31 December 2018, the ITC Bridge Loan was drawn to US$62.6 million.
• The Revolving Loan facility is a US$8.5 million facility available to support debt service up to US$6.5 million and
O&M expenses up to $2.0 million. This facility is undrawn as at 31 December 2018. The revolving loan maturity
date is the same as the term loan maturity date, which is the 8th anniversary of the term loan conversion date.
The Construction Loan, ITC Bridge Loan and Revolving Loan are secured by the assets of the borrowers NES
Hercules Class B Member LLC and NES Hercules Project Holdings LLC with collateral pledges relating to the
tax equity investor’s future equity capital contributions, as well as various collateral pledges of material project
documents. Once the tax equity investor has made their initial investment, the security pool will include the assets of
the tax equity partnership owned by NES Hercules Class B Member LLC and the tax equity investor.
(e) US$45.0 million revolving loan and letter of credit facility established during the year held by NES Galaxy LLC,
a subsidiary of the Company, with KeyBank National Association, repayable no later than 5 June 2021. As at 31
December 2018, the revolving loan was undrawn. This loan is secured by a first lien on cash flows from underlying
subsidiaries of NES Galaxy LLC.
(f) $75.7 million construction facility and $6.0 million GST facility held by Manildra Finco Pty Ltd, a wholly owned indirect
subsidiary of the Company, with Societe General and The Bank of Tokyo – Mitsubishi UFJ, Ltd. As at 31 December
2018, $74.2 million and $4.2 million was drawn in relation to each facility respectively. At agreed milestone dates, the
construction facility converts to a term facility which expires February 2022. The GST facility expires on the date that
is the earlier of March 2019 or 12 months after the construction facility conversion date. The facilities are secured by
a charge over the Manildra solar assets. In November 2018, the engineering, procurement and construction (EPC)
contractor RCR O’Donnell Griffin Pty Ltd and its parent company RCR Tomlinson Limited entered into administration.
Under the loan agreement, insolvency of the EPC contract counterparty is a default event, and this has been
acknowledged in correspondence with the lenders. The lenders are supportive of bringing the project to completion
and have not requested repayment of the loan.
In addition to the above, the following Letter of Credit facilities have been provided as follows:
• KeyBank National Association has provided Letter of Credit facilities to both NES US Funding 1 LLC and NES Antares
HoldCo LLC to the value of US$4.8 million and US$21.5 million expiring on 5 June 2027. As at 31 December 2018,
these Letter of Credit facilities were drawn to US$3.9 million and US$19.6 million respectively.
61
NEW ENERGY SOLARAnnual Report • HSBC Bank USA N.A. have provided a Letter of Credit facility to NES Hercules Class B Member LLC and NES
Hercules Project Holdings LLC to the value of US$41.8 million expiring in December 2027. As at 31 December 2018,
this Letter of Credit facility was drawn to US$17.1 million.
• KeyBank National Association has provided a Letter of Credit facility to NES Perseus HoldCo LLC to the value of US$8.3
million expiring on 25 July 2028. As at 31 December 2018, this Letter of Credit facility was drawn to US$8.3 million.
Movement in the equity and debt investments associated with the Company and the Trust’s investment in immediate
subsidiaries during the year were as follows:
NEW ENERGY SOLAR
LIMITED (COMPANY)
NEW ENERGY SOLAR
FUND (TRUST)
FUND (COMBINED
COMPANY AND TRUST)
31-Dec-18
31-Dec-17
31-Dec-18
31-Dec-17
31-Dec-18
31-Dec-17
$
$
$
$
$
$
Investment in
financial assets held
at fair value through
profit or loss opening
balance
Total funds invested
during the period in
New Energy Solar
Australia HoldCo #1
Pty Limited
Total funds invested
during the period in
New Energy Solar US
Corp
Unrealised movement
in fair value through
profit or loss (i) (ii)
Investment in
financial assets held
at fair value through
profit or loss closing
balance
201,874,660
113,353,558
239,831,684
179,635,241
441,706,344
292,988,799
10,530,284
–
–
–
10,530,284
–
32,621,437
87,000,000
(10,081,727)
75,599,634
22,539,710
162,599,634
47,237,536
1,521,102
23,096,495
(15,403,191)
70,334,031
(13,882,089)
292,263,917
201,874,660
252,846,452
239,831,684
545,110,369
441,706,344
(i) The Company’s ‘movement in fair value’ amount of $47.2 million is comprised of a $21.7 million increase in New
Energy Solar US Corp net asset value and an unrealised foreign exchange translation gain of $25.5 million.
As at 31 December 2018, the fair value of the Company’s US dollar investment in New Energy Solar US Corp has
been converted to Australian dollars at the prevailing A$:US$ spot rate of 0.7049 (31 December 2017 spot rate
0.7809) resulting in the unrealised foreign exchange gain noted of $25.5 million.
62
NEW ENERGY SOLARAnnual Report
The $21.7 million net asset value increase is mainly attributable to an increase in the fair value of underlying solar
assets, offset by interest expense incurred on loans provided by New Energy Solar Fund to New Energy Solar US
Corp, interest expense on loans provided by third parties to subsidiaries of the company, other sundry operating
expenses of the company and its subsidiaries, and the positive impact on investment fair value of a $12.6 million loans
payable valuation decrease in relation to New Energy Solar US Corp’s loan from New Energy Solar Fund and the
senior secured fixed rate notes in NES Perseus HoldCo LLC and NES Antares HoldCo LLC (refer 9(iv) and (v) above).
(ii) The Trust’s ‘movement in fair value’ amount of $23.1 million is comprised of $25.3 million foreign exchange gains
during the year in relation to the US dollar denominated loan provided by the Trust to New Energy Solar US Corp,
offset by a $2.2 million loan fair value decrease based on a revaluation at balance date with reference to prevailing
referable market interest rates for comparable external debt as a proxy for market pricing of the loan receivables. As
at 31 December 2018, the fair value of Note Purchase Agreements with New Energy Solar US Corp that New
Energy Solar Fund invested into have been converted to Australian dollars at the prevailing A$:US$ spot rate of
0.7049 (31 December 2017 spot rate 0.7809). The loans to New Energy Solar US Corp have a 7 year loan term and a
fixed interest rate of 6% and are unsecured.
10. CURRENT LIABILITIES – TRADE AND OTHER PAYABLES
NEW ENERGY SOLAR
LIMITED (COMPANY)
NEW ENERGY SOLAR
FUND (TRUST)
FUND (COMBINED
COMPANY AND TRUST)
31-Dec-18
31-Dec-17
31-Dec-18
31-Dec-17
31-Dec-18
31-Dec-17
$
$
$
$
$
$
102,756
15,111
57,859
22,014
160,615
37,125
451,384
136,115
508,703
197,856
960,087
333,971
12,156
10,650
4,465
4,464
16,621
15,114
246,470
–
–
–
–
–
812,766
161,876
571,027
224,334
1,137,323
386,210
Trade payables
Accrued liabilities
Other liabilities
Other liabilities - New
Energy Solar Fund
The average credit period for trade payables is generally 30 days. No interest is charged on trade payables from the date
of invoice. The Company and the Trust have risk management policies to ensure payables are paid within credit terms.
63
NEW ENERGY SOLARAnnual Report
11. CURRENT LIABILITIES – DERIVATIVE FINANCIAL LIABILITIES
NEW ENERGY SOLAR
LIMITED (COMPANY)
NEW ENERGY SOLAR
FUND (TRUST)
FUND (COMBINED
COMPANY AND TRUST)
31-Dec-18
31-Dec-17
31-Dec-18
31-Dec-17
31-Dec-18
31-Dec-17
$
–
$
–
$
1,559,881
$
–
$
1,559,881
$
–
Foreign exchange
forward contracts
Foreign exchange forward contracts are used to mitigate exchange rate exposure arising from US dollar cash
flows. Contracts to the value of $57.0 million are outstanding at balance date and are due to expire during the
first quarter of the 2019 year. These contracts were entered into to hedge anticipated US dollar cash receipts
expected over the same time period.
US-dollar forward contracts have not been designated as hedging instruments in cash flow hedges. The fair values
at the reporting date are set out above.
12. BORROWINGS
In June 2018, the Company entered into a new loan facility with the Clean Energy Finance Corporation to provide
bridge funding for the acquisition of solar assets. The total available amount under the facility is $50.0 million.
No amounts have been drawn as at 31 December 2018 under this facility. The facility termination date is the fifth
anniversary of the agreement. Drawn amounts are repayable 12 months after the date of drawing or earlier if a
capital raising is undertaken during that equivalent period. The loan is a fixed rate, Australian-dollar denominated
loan. Interest is payable at the end of each calendar quarter, or where repayment is due, on the repayment due date.
The loan is secured by the Company’s assets, including shares in its immediate subsidiaries, subject to other security
and subordination arrangements for existing project and corporate debt facilities.
All other borrowings have been undertaken by subsidiaries of the Company and are shown in note 9.
13. DISTRIBUTIONS
Distributions paid or declared to securityholders during or since the end of the year were as follows:
• 3.75 cents per stapled security for the six months ended 30 June 2018 paid on 15 August 2018 amounting to
$12,370,296 (30 June 2017: $6,072,338).
• 4.0 cents per stapled security for the six months ended 31 December 2018 announced on 20 November 2018,
paid on 15 February 2019 amounting to $13,863,888 (31 December 2017: $13,051,907).
64
NEW ENERGY SOLARAnnual Report 14. OPERATING SEGMENTS
The Company and the Trust currently operate solely in a single segment being investing in solar assets. Solar assets
are in Australia and the United States of America. Revenue, profit/(loss), net assets and other financial information
reported to and monitored by the Chief Operating Decision Maker (CODM) for the single identified operating
segment are the amounts reflected in the Statement of Profit & Loss and Other Comprehensive Income, Statement
of Financial Position, Statement of Changes in Equity and Statement of Cash Flows.
The board of directors of the Company and the Responsible Entity of the Trust, together are considered to
represent the CODM for the purposes of assessing performance and determining the allocation of resources.
Geographical information
The Fund operates in two principal geographic areas – Australia (country of domicile) and the United States of
America.
The Fund’s revenue and information about its segment assets (non-current assets excluding financial instruments,
deferred tax assets and other financial assets) by geographical location are detailed below:
NEW ENERGY SOLAR
LIMITED (COMPANY)
NEW ENERGY SOLAR
FUND (TRUST)
FUND (COMBINED
COMPANY AND TRUST)
31-Dec-18
31-Dec-17
31-Dec-18
31-Dec-17
31-Dec-18
31-Dec-17
$
$
$
$
$
$
108,775
31,841
219,030
29,205
327,805
61,046
47,243,604
1,568,954
38,227,706
(5,138,350)
85,471,310
(3,569,396)
47,352,379
1,600,795
38,446,736
(5,109,145)
85,799,115
(3,508,350)
NEW ENERGY SOLAR
LIMITED (COMPANY)
NEW ENERGY SOLAR
FUND (TRUST)
FUND (COMBINED
COMPANY AND TRUST)
31-Dec-18
31-Dec-17
31-Dec-18
31-Dec-17
31-Dec-18
31-Dec-17
$
11,928,461
$
–
$
–
$
$
–
11,928,461
$
–
281,733,633
201,874,660
252,846,452
239,831,684
534,580,085
441,706,344
293,662,094
201,874,660
252,846,452
239,831,684
546,508,546
441,706,344
Revenue
Australia
United States of
America
Non-current assets
Australia
United States of
America
65
NEW ENERGY SOLARAnnual Report 15. FINANCIAL INSTRUMENTS
CAPITAL MANAGEMENT
The Company and the Trust manage their capital to ensure that they will be able to continue as going concerns,
while maximising the return to securityholders. The Company and the Trust’s principal use of cash raised is to fund
investments as well as ongoing operational expenses.
The directors monitor and review the broad structure of the Company and the Trust’s capital on an ongoing basis.
At balance date, the capital structure consists of equity only. There are no externally imposed capital requirements.
FINANCIAL RISK MANAGEMENT OBJECTIVES
The Company and the Trust are exposed to the following risks from its use of financial instruments:
• market risk (market price risk, foreign exchange risk and interest rate risk)
• credit risk
•
liquidity risk.
The directors of the Company and the Responsible Entity of the Trust have overall responsibility for the
establishment and oversight of the risk management framework, including developing and monitoring risk
management policies.
A) MARKE T RISK
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of
changes in market prices, such as foreign exchange rates, interest rates and equity prices. The Company and the
Trust are primarily exposed to market risks arising from fluctuations in market prices, foreign currency and interest
rates. Refer to note 15 for further details of market price risk relating to the Company’s investment portfolio.
The objective of market risk management is to manage and control market risk exposures within acceptable
parameters while optimising the return.
Foreign exchange risk
Foreign exchange risk arises on financial instruments that are denominated in a foreign currency. Foreign exchange
rate movements will impact on the Australian dollar value of the Company’s and the Trust’s financial assets and
liabilities denominated in a currency that is not the Company’s or Trust’s functional currency.
The Company and the Trust are exposed to US$ foreign exchange risk through their US$ denominated cash and
receivable balances, their investment activities and income derived from these activities.
The table below details the carrying amounts of the Company’s and the Trust’s foreign currency denominated
assets and liabilities (US$) at the reporting date that are denominated in a currency different to the functional
currency. This represents the Australian dollar exposure, converted at an exchange rate of 0.7049 (31 December
2017 rate 0.7809).
66
NEW ENERGY SOLARAnnual Report 31 DECEMBER 2018
Cash and cash equivalents
Financial assets (equity investments)
Financial assets (loan receivables)
Financial assets (other receivables)
31 DECEMBER 2017
Cash and cash equivalents
Financial assets (equity investments)
Financial assets (loan receivables)
Financial assets (other receivables)
Sensitivity Analysis
NEW
ENERGY
SOLAR
LIMITED
(COMPANY)
NEW
ENERGY
SOLAR
FUND
(TRUST)
FUND
(COMBINED
COMPANY
AND TRUST)
31-Dec-18
31-Dec-18
31-Dec-18
$
472
$
566
$
1,038
281,733,633
–
281,733,633
–
–
252,846,452
252,846,452
871,175
871,175
281,734,105
253,718,193
535,452,298
NEW
ENERGY
SOLAR
LIMITED
(COMPANY)
NEW
ENERGY
SOLAR
FUND
(TRUST)
FUND
(COMBINED
COMPANY
AND TRUST)
31-Dec-17
31-Dec-17
31-Dec-17
$
$
$
110
11,569,618
11,569,728
201,874,660
–
201,874,660
–
–
239,831,684
239,831,684
833,753
833,753
201,874,770
252,235,055
454,109,825
The effect of the foreign exchange risk relating to equity investments (investment in New Energy Solar US Corp) is
recorded in profit or loss as part of the overall fair value movement in the financial asset (refer to note 9). The effect
of foreign exchange risk relating to cash and cash equivalents, loans receivable and other receivables is recorded in
profit or loss as a foreign exchange gain or loss.
The Company and the Trust considers a 5% movement in the A$ against US$ as at 31 December 2018 to be a
reasonable possibility at the end of the reporting period. The impact of the strengthening and weakening of A$
against US$ in profit or loss is shown by the amounts below as it relates to cash and cash equivalents, equity
investments, debt investments and other receivables. This analysis assumes that all other variables remain constant.
67
NEW ENERGY SOLARAnnual Report 31 DECEMBER 2018
AUD strengthened +5%
Cash and cash equivalents
Financial assets (equity investments)
Financial assets (loan receivables)
Financial assets (other receivables)
AUD weakened –5%
Cash and cash equivalents
Financial assets (equity investments)
Financial assets (loan receivables)
Financial assets (other receivables)
31 DECEMBER 2017
AUD strengthened +5%
Cash and cash equivalents
Financial assets (equity investments)
Financial assets (loan receivables)
Financial assets (other receivables)
NEW
ENERGY
SOLAR
LIMITED
(COMPANY)
NEW
ENERGY
SOLAR
FUND
(TRUST)
FUND
(COMBINED
COMPANY
AND TRUST)
Effect
Effect
Effect
on profit
on profit
on profit
before tax
before tax
before tax
$
(23)
$
(27)
$
(50)
(13,415,887)
–
(13,415,887)
–
–
(12,040,307)
(12,040,307)
(41,485)
(41,485)
(13,415,910)
(12,081,819)
(25,497,729)
Effect
Effect
Effect
on profit
on profit
on profit
before tax
before tax
before tax
$
25
$
30
$
55
14,828,086
–
14,828,086
–
–
13,307,708
13,307,708
45,851
45,851
14,828,111
13,353,589
28,181,700
NEW
ENERGY
SOLAR
LIMITED
(COMPANY)
NEW
ENERGY
SOLAR
FUND
(TRUST)
FUND
(COMBINED
COMPANY
AND TRUST)
Effect
Effect
Effect
on profit
on profit
on profit
before tax
before tax
before tax
$
(5)
$
$
(550,934)
(550,939)
(9,613,079)
–
(9,613,079)
–
–
(11,420,556)
(11,420,556)
(39,703)
(39,703)
(9,613,084)
(12,011,193)
(21,624,277)
68
NEW ENERGY SOLARAnnual Report 31 DECEMBER 2017
AUD weakened –5%
Cash and cash equivalents
Financial assets (equity investments)
Financial assets (loan receivables)
Financial assets (other receivables)
Effect
Effect
Effect
on profit
on profit
on profit
before tax
before tax
before tax
$
6
$
$
608,927
608,933
10,624,982
–
10,624,982
–
–
12,622,720
12,622,720
43,882
43,882
10,624,988
13,275,529
23,900,517
In management’s opinion the above sensitivity analysis is not representative of the inherent foreign exchange risk,
as the year end exposure does not necessarily reflect the exposure during the course of the entire year.
Forward foreign exchange contracts
The Company and the Trust may enter into forward foreign exchange contracts to manage the risk associated with
foreign currency cash movements associated with its investment activities.
The following table details the foreign currency forward contracts outstanding at the end of the reporting period.
NEW ENERGY SOLAR LIMITED (COMPANY)
No outstanding contracts
NEW ENERGY SOLAR FUND (TRUST)
Outstanding contracts
AVERAGE
EXCHANGE RATE
FOREIGN
CURRENCY
NATIONAL
VALUE
FAIR VALUE ASSETS/
(LIABILITIES)
31-Dec-18 31-Dec-17 31-Dec-18 31-Dec-17 31-Dec-18 31-Dec-17 31-Dec-18 31-Dec-17
$
$
$
$
$
$
$
0.724
– 41,278,860
– 57,000,000
– (1,559,881)
(1,559,881)
$
–
–
Cash flow
hedges
Sell USD
Less than 3
months
69
NEW ENERGY SOLARAnnual Report FUND (COMBINED COMPANY AND TRUST)
Outstanding contracts
AVERAGE
EXCHANGE RATE
FOREIGN
CURRENCY
NATIONAL
VALUE
FAIR VALUE ASSETS/
(LIABILITIES)
31-Dec-18 31-Dec-17 31-Dec-18 31-Dec-17 31-Dec-18 31-Dec-17 31-Dec-18 31-Dec-17
Cash flow
hedges
Sell USD
Less than 3
months
$
$
$
$
$
$
$
0.724
– 41,278,860
– 57,000,000
– (1,559,881)
(1,559,881)
$
–
–
As at 31 December 2018, the aggregate amount of unrealised losses under foreign exchange forward contracts
recognised in the profit or loss is $1.6 million. US-dollar forward exchange contracts have not been designated as hedging
instruments in cash flow hedges.
Interest rate risk
Interest rate risk is the risk that cash flows associated with financial instruments will fluctuate due to changes in market
interest rates.
The Company and the Trust are directly exposed to interest rate risk on their variable rate bank deposits and currently
do not hedge against this exposure. The Trust does not bear interest rate risk on its loan funding provided to New Energy
Solar US Corp as the loan interest rate is fixed for the duration of the loan facility.
Sensitivity analysis
The Company and the Trust consider a 50 basis point increase or decrease to be a reasonably possible change in interest
rates. The impact of a 50 basis point movement in interest rates on profit or loss and equity is shown in the table below.
31 DECEMBER 2018
Variable rate deposits
+50 basis points
Variable rate deposits
-50 basis points
NEW
ENERGY
SOLAR
LIMITED
(COMPANY)
NEW
ENERGY
SOLAR
FUND
(TRUST)
FUND
(COMBINED
COMPANY
AND TRUST)
Effect
Effect
Effect
on profit
on profit
on profit
before tax
before tax
before tax
$
$
$
32,380
82,771
115,151
(32,380)
(82,771)
(115,151)
70
NEW ENERGY SOLARAnnual Report 31 DECEMBER 2017
Variable rate deposits
+50 basis points
Variable rate deposits
-50 basis points
B) CREDIT RISK
NEW
ENERGY
SOLAR
LIMITED
(COMPANY)
NEW
ENERGY
SOLAR
FUND
(TRUST)
FUND
(COMBINED
COMPANY
AND TRUST)
Effect
Effect
Effect
on profit
on profit
on profit
before tax
before tax
before tax
$
$
$
40,526
170,107
210,633
(40,526)
(170,107)
(210,633)
Credit risk is the risk that contracting parties to a financial instrument will cause a financial loss for the Company or the
Trust by failing to discharge an obligation. The Company and the Trust manage credit risk by ensuring deposits are made
with reputable financial institutions. The majority of funds of the Company and the Trust at reporting date were deposited
with Australia and New Zealand Banking Group Limited and Macquarie Bank Limited (Australia).
The carrying amount of financial assets that represents the maximum credit risk exposure at the reporting date are
detailed below:
NEW
ENERGY
SOLAR
LIMITED
(COMPANY)
NEW
ENERGY
SOLAR
FUND
(TRUST)
FUND
(COMBINED
COMPANY
AND TRUST)
31-Dec-18
31-Dec-18
31-Dec-18
$
$
$
6,475,915
16,554,264
23,030,179
10,530,274
252,846,452
263,376,726
–
871,176
871,176
29,538
39,752
42,776
–
72,314
39,752
17,075,479
270,314,668
287,390,147
31 DECEMBER 2018
Summary of exposure
Cash and cash equivalents
Loans receivable *
Interest receivable
GST receivable
Other receivables – related party
71
NEW ENERGY SOLARAnnual Report 31 DECEMBER 2017
Summary of exposure
Cash and cash equivalents
Loans receivable *
Interest receivable
GST receivable
Other receivables – related party
NEW
ENERGY
SOLAR
LIMITED
(COMPANY)
NEW
ENERGY
SOLAR
FUND
(TRUST)
FUND
(COMBINED
COMPANY
AND TRUST)
31-Dec-17
31-Dec-17
31-Dec-17
$
$
$
8,105,112
34,021,450
42,126,562
–
–
301,851
498,227
239,831,684
239,831,684
833,753
397,163
833,753
699,014
–
498,227
8,905,190
275,084,050
283,989,240
* Loans receivable represent loans to New Energy Solar US Corp and New Energy Solar Australia HoldCo #1 Pty Limited.
C) LIQUIDIT Y RISK
Liquidity risk is the risk that the Company or the Trust will encounter difficulty in meeting the obligations associated
with their financial liabilities that are settled by delivering cash or another financial asset. The Company’s and the Trust’s
approach to managing liquidity is to ensure, as far as possible, that they will always have sufficient liquidity to meet their
liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage
to the Company’s and the Trust’s reputation.
The Company’s and the Trust’s liquidity primarily comprises cash at bank totaling $6,475,915 and $16,554,264
respectively at 31 December 2018 ($8,105,112 and $34,021,450 respectively at 31 December 2017) which is held to
cover their day-to-day running costs and expenditures.
72
NEW ENERGY SOLARAnnual Report The following is the contractual maturity of financial liabilities. The table has been drawn based on the undiscounted cash
flows of liabilities based on the earliest date on which the Company and the Trust can be required to settle the liability.
Less than
Remaining
On call
12 months
contractual maturities
$
–
$
812,766
Less than
$
–
Remaining
On call
12 months
contractual maturities
$
–
–
–
$
571,027
1,559,881
2,130,908
Less than
$
–
–
–
Remaining
On call
12 months
contractual maturities
$
–
–
–
$
1,137,323
1,559,881
2,697,204
$
–
–
–
Less than
Remaining
On call
12 months
contractual maturities
$
–
$
161,876
Less than
$
–
Remaining
On call
12 months
contractual maturities
$
–
$
224,334
Less than
$
–
Remaining
On call
12 months
contractual maturities
$
–
$
386,210
$
–
31 DECEMBER 2018
NEW ENERGY SOLAR LIMITED (COMPANY)
Trade and other payables
NEW ENERGY SOLAR FUND (TRUST)
Trade and other payables
Derivative financial liabilities
FUND (COMBINED COMPANY AND TRUST)
Trade and other payables
Derivative financial liabilities
31 DECEMBER 2017
NEW ENERGY SOLAR LIMITED (COMPANY)
Trade and other payables
NEW ENERGY SOLAR FUND (TRUST)
Trade and other payables
FUND (COMBINED COMPANY AND TRUST)
Trade and other payables
73
NEW ENERGY SOLARAnnual Report 16. FAIR VALUE MEASUREMENT
The Company and Trust are exposed to market price risk based on investments in underlying solar assets and on loan
receivable balances which are measured on a fair value basis.
FAIR VALUE
The fair value of financial assets and financial liabilities approximate their carrying values at the reporting date.
The table below analyses recurring fair value measurements for financial assets. The fair value measurements are
categorised into different levels in the fair value hierarchy based on the inputs to the valuation techniques used. The
different levels are defined as follows:
• Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities
• Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly (that is, as prices) or indirectly (that is, derived from prices)
• Level 3 - Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
31 DECEMBER 2018
NEW ENERGY SOLAR LIMITED (COMPANY)
Level 1
Investments held at fair value through profit
or loss
Loans receivable at fair value
NEW ENERGY SOLAR FUND (TRUST)
Loans receivable at fair value
$
–
–
Level 1
$
–
FUND (COMBINED COMPANY AND TRUST)
Level 1
Investments held at fair value through profit
or loss
Loans receivable at fair value
$
–
–
Level 2
$
Level 3
$
Total
$
–
281,733,643
281,733,643
10,530,274
–
10,530,274
Level 2
$
252,846,452
Level 2
$
Level 3
$
–
Level 3
$
Total
$
252,846,452
Total
$
–
281,733,643
281,733,643
263,376,726
–
263,376,726
74
NEW ENERGY SOLARAnnual Report 31 DECEMBER 2017
NEW ENERGY SOLAR LIMITED (COMPANY)
Level 1
Level 2
Level 3
Investments held at fair value through profit
or loss
NEW ENERGY SOLAR FUND (TRUST)
Loans receivable at fair value
$
–
Level 1
$
–
FUND (COMBINED COMPANY AND TRUST)
Level 1
Investments held at fair value through profit
or loss
Loans receivable at fair value
$
–
–
$
–
Level 2
$
239,831,684
Level 2
$
$
Total
$
201,874,660
201,874,660
Level 3
$
–
Level 3
$
Total
$
239,831,684
Total
$
–
201,874,660
201,874,660
239,831,684
–
239,831,684
Refer below for a description of the valuation basis adopted for the material asset class constituting the Company’s equity
investment in its subsidiaries, being the underlying solar assets held at balance date.
The fair value of loan advances to New Energy Solar US Corp was assessed at balance date with reference to prevailing
referable market interest rates for comparable external debt as a proxy for market pricing of the loan receivables.
75
NEW ENERGY SOLARAnnual Report TR ANSFERS DURING THE YE AR
The Company and the Trust recognises transfers between levels of the fair value hierarchy during the reporting period
which the transfer has occurred. There were no transfers between levels during the financial period.
Reconciliation of level 3 fair value measurements
31 DECEMBER 2018
Opening balance
Transfers into level 3
Total gains or losses:
– in profit or loss
Total funds invested during the year in New Energy Solar US Corp
Total funds invested during the year in New Energy Solar Australia HoldCo #1
Pty Limited
Closing balance
NEW
ENERGY
SOLAR
LIMITED
(COMPANY)
FUND
(COMBINED
COMPANY
AND TRUST)
Investments
Investments
held at fair
held at fair
value through
value through
profit or loss
profit or loss
$
$
201,874,660
201,874,660
–
–
47,237,536
47,237,536
32,621,437
32,621,437
10
10
281,733,643
281,733,643
SOL AR A SSE T VALUATION ME THODOLOGY AND PROCESS
For underlying investments in solar plants under construction, otherwise becoming operational or having been acquired
shortly (up to 12 months) prior to the balance date, the Directors assess the existence of any significant changes in market
factors impacting the value of such assets in the interim period. The fair value of these assets at balance date may be
considered to materially reflect their denominated currency purchase price paid inclusive of direct acquisition costs and
debt, where this represents the value at which the Directors consider the assets could be sold in an orderly transaction
between market participants at the balance date. At 31 December 2018, the fair value of assets under construction or
recently completed which were valued on this basis totaled $688.0 million.
For other investments in solar plants which are operational at balance date, the Directors base the fair value of the
investments in solar assets on information received from the Investment Manager. At a minimum, valuations will be
performed annually and otherwise as determined by the Directors. The Business engages suitably qualified independent
valuation firms to assist in its assessment of fair value.
The Directors review and consider the fair value arrived at by the Investment Manager, including any independent
external valuation obtained, before making their assessment of the fair value of the investments. Fair value is calculated
with reference to a discounted cash flow (DCF) methodology.
76
NEW ENERGY SOLARAnnual Report In a DCF analysis, the fair value of a solar asset investment is derived from the present value of the asset’s expected future
cash flows, comprising a range of operating assumptions for revenues and costs and an appropriate discount rate range.
The Investment Manager reviews a range of sources in determining its fair valuation of solar asset investments and
applicable discount rate ranges. The analysis undertaken includes:
• Reviewing the capital asset pricing model outputs and implied risk premia over relevant risk-free rates.
• Comparing New Energy Solar’s discount rates to global peers.
• Having a suitably qualified independent valuation firm review the underlying valuations including the discount rate
ranges determined by the Investment Manager.
A broad range of assumptions are used in the valuation models. Given the long-term nature of the solar asset investments,
the valuation inputs are assessed using long-term historical data to reflect the asset’s life. Where possible, assumptions
are based on observable market and technical data.
The Investment Manager also engages technical experts such as long-term electricity price forecasters to provide reliable
long-term data for use in its valuations.
FAIR VALUE OF SOL AR A SSE T INVES TMENTS
As at 31 December 2018, the fair value of operating solar asset investments (valued by DCF methodology) was $450.9
million (US$317.9 million), comprising:
PLANT
Stanford
TID
NC-31
NC-47
Boulder Solar I
Total (US$)
A$ to US$ foreign exchange rate at balance date
Total (A$)
FAIR VALUE AS AT
31 DECEMBER 2018 ($million)
FAIR VALUE AS AT
31 DECEMBER 2017 ($million)
US$75.0
US$70.8
US$50.2
US$55.0
US$66.9
US$317.9
0.7049
A$450.9
US$72.4
US$68.1
US$45.0
US$50.9
–
US$236.4
0.7809
A$302.7
The fair value of the Business’ renewable energy assets as at 31 December 2018 was determined through the adoption of
a pre-tax weighted average cost of capital in the range of 5.9% to 7.4%.
The Company and the Trust have established a control framework with respect to measurement and assessment of fair
values. The Board of Directors of the Company and the responsible entity of the Trust have overall responsibility for
analysing the performance and fair value movements of underlying US investments during each reporting period.
77
NEW ENERGY SOLARAnnual Report SENSITIVIT Y ANALYSIS
Set out below are the key assumptions the Directors believe would have a material impact upon the fair value of NEW’s
solar asset investments and NAV per Stapled Security should they change. The following sensitivities assume the relevant
input is changed over the entire useful life of each of the underlying renewable energy assets, while all other variables
remain constant. All sensitivities have been calculated independently of each other.
The Directors consider the changes in inputs to be within a reasonable expected range based on their understanding of
market transactions. This is not intended to imply that the likelihood of change or that possible changes in value would be
restricted to this range.
DCF sensitivities for solar asset investments where underlying asset fair value is considered to materially represent
carrying cost (i.e. denominated currency equity purchase price paid inclusive of direct acquisition costs and debt) have not
been included in the table below. If the fair value (carrying cost) of these assets were to change by 5% this would equate to
$34.4 million at 31 December 2018.
31 DECEMBER 2018
31 DECEMBER 2017
Change in
Change in fair
Input
A$/US$ foreign
exchange rate
Pre-tax discount rate
Electricity production
(change from P50)
Merchant Period
Electricity Prices
Operations and
maintenance expenses
input
+ 5.0%
- 5.0%
+ 0.5%
- 0.5%
P90
P10
- 10.0%
+ 10.0%
+ 10.0%
10.0%
FOREIGN E XCHANGE R ATE
value (A$ million)
(21.5)
23.7
(28.3)
31.3
(50.6)
42.9
(26.9)
26.9
(16.1)
16.1
Change in NAV
per Stapled
Security
(A$ cents)
(6.2)
Change in
fair value
(A$ million) *
(14.4)
Change in NAV
per Stapled
Security
(A$ cents) *
(4.4)
6.8
(8.2)
9.0
(14.6)
12.4
(7.8)
7.8
(4.7)
4.6
15.9
(19.0)
21.1
(34.6)
29.1
(16.9)
16.9
(10.2)
10.2
4.9
(5.8)
6.5
(10.6)
8.9
(5.2)
5.2
(3.1)
3.1
The fair value of NEW’s solar asset investments located in the United States of America are first determined in US$ for
financial reporting purposes. The sensitivity shown looks at the impact of a change in the A$ to US$ exchange rate. A 5%
appreciation and 5% depreciation of the assumed US$ to A$ exchange rate (of A$: US$0.7049 as at 31 December 2018)
has been considered to determine the resultant impact on NEW’s fair value of investments and NAV per Stapled Security.
PRE-TA X DISCOUNT R ATE
The value of NEW’s operating solar asset investments are determined using a pre-tax WACC approach based on the
Capital Asset Pricing Model. This approach takes into account long-term assumptions regarding risk-free rates, market
risk premia, applicable tax rates, gearing levels, counterparty quality and asset specific items. The pre-tax WACC range
used to determine the fair market valuation of NEW’s underlying solar assets is in the range of 5.9% to 7.4%.
78
NEW ENERGY SOLARAnnual Report This sensitivity demonstrates the impact of a change in the pre-tax WACC applied to all of NES’ renewable energy asset
investments as at 31 December 2018. A range of + / - 0.5% has been considered to determine the resultant impact on
NEW’s NAV per Stapled Security and the fair value of its solar asset investments.
ELECTRICIT Y PRODUCTION
NEW’s solar asset investments are valued based upon a forecast P50 solar energy generation profile (being a 50%
probability that this generation estimate will be met or exceeded). A technical adviser has derived this generation
estimate by taking into account a range of irradiation datasets, satellite and ground-based measurements, and site-
specific loss factors including module performance degradation, module mismatch and inverter losses. These items are
then considered in deriving the anticipated production of the individual solar asset (MWh per annum) based upon a 50%
probability of exceedance.
The sensitivity shown looks at the impact on the fair value of solar asset investments and NAV per Stapled Security of
a change of production estimates to P90 (90% likely probability of exceedance) and a P10 generation estimate (10%
probability of exceedance).
As P10 generation estimates were not independently obtained for each solar asset on or about the time of the asset
acquisition, the Directors have determined a proxy P10 estimate for those assets by assessing the relationship between
the independently determined P50 and P90 generation estimates for each of the assets in the Operating Portfolio (e.g. a
1-year P90 generation estimate might be 92.5% of a 1-year P50 generation estimate, implying that it is 7.5% lower than
the P50 generation estimate).
In determining the proxy P10 generation estimate, the Directors have assumed that the relationship between a P50
generation estimate and a P10 generation estimate is the same as that between a P50 generation estimate and a P90
generation estimate in absolute terms. Therefore a 1-year P10 generation estimate by this methodology would be 107.5%
(i.e. 100% + 7.5%) of the asset’s P50 generation estimate
MERCHANT PERIOD ELECTRICIT Y PRICES
Each of the assets underlying NEW’s solar asset investments have long-term PPAs in place with creditworthy energy
purchasers and thus the PPA prices are not impacted by energy price changes during this period. For the post-PPA period
of each solar asset, the Directors use long-term electricity price forecasts that have been prepared by a market consultant
in their determination of the fair value of NEW’s operating solar asset investments.
The sensitivities show the impact of an increase / decrease in power prices for each year of the power price curve for each
plant over the plant’s remaining economic life after the conclusion of the existing PPAs. A flat 10% increase / decrease in
market electricity prices from forecasted levels over the remaining asset life of all plants have been used in the sensitivity
analysis.
OPER ATING E XPENSES
The operating costs of the assets underlying NEW’s solar asset investments include annual operations and
maintenance (O&M), asset management (AM), insurance expenses, land lease expenses, major maintenance and
general administration expenses.
The sensitivity above assumes a 10% increase / decrease in annual operating costs for all underlying assets and the
resultant impact on NEW’s fair value of investments and NAV per Stapled Security.
79
NEW ENERGY SOLARAnnual Report LOAN FAIR VALUE SENSITIVIT Y ANALYSIS
The Directors have also assessed the impact of a change in interest rate environment on the fair value of the loan
receivable to New Energy Solar US Corp held by the Trust as set out below.
31 DECEMBER 2018
31 DECEMBER 2017
Change in
Change in NAV
Change in
Change in NAV
Change
in input
+ 0.5%
- 0.5%
fair value of
investments
(A$ thousands)
(5,285)
5,422
per Stapled
fair value of
per Stapled
Security
investments
(A$ cents)
(1.52)
1.56
(A$ thousands)
(6,086)
6,255
Security
(A$ cents)
(1.87)
1.92
Input
US interest rates
Sensitivity of the loan receivable to foreign exchange movements is included in note 15.
17. CONTROLLED AND JOINTLY CONTROLLED ENTITIES
As ‘Investment Entities’ the Company and the Trust recognise all underlying investments in their direct and indirect
subsidiaries and jointly controlled entities at fair value through profit or loss. Below is the legal name for the Holding
Company and the remaining legal entities controlled or jointly controlled through the investment in the HoldCo entities at
reporting date.
COMPANY
Name of entity
Place of registration
and operation
Direct or
Indirect
Holding
Principal
Activity
Economic
interest
31 Dec 2018
Economic
interest
31 Dec 2017
New Energy Solar US Corp.
United States of America
Direct HoldCo
100.00%
100.00%
NES Rosamond 1S, LLC
United States of America
Indirect
SSCA XLI Class B Member HoldCo, LLC United States of America
Indirect
SSCA XLI Class B Member, LLC
United States of America
Indirect
NES Rosamond 2T, LLC
United States of America
Indirect
GFS I Class B Member HoldCo, LLC
United States of America
Indirect
GFS I Class B Member, LLC
United States of America
Indirect
NES US NC-31 LLC
NES US NC-47 LLC
United States of America
Indirect
United States of America
Indirect
NES US Funding 1, LLC
United States of America
Indirect
NES Antares HoldCo, LLC
United States of America
Indirect
NES Orion HoldCo, LLC
NES Callisto Lender, LLC
United States of America
Indirect
United States of America
Indirect
SSCA XLI Holding Company, LLC
United States of America
Indirect
GFS I Holding Company, LLC
United States of America
Indirect
US-NC-31 Sponsor, LLC
United States of America
Indirect
IS-31 Holdings, LLC
United States of America
Indirect
Innovative Solar 31, LLC
United States of America
Indirect
SPV
SPV
SPV
SPV
SPV
SPV
SPV
SPV
SPV
SPV
SPV
SPV
SPV
SPV
SPV
SPV
SPV
100.00%
100.00%
99.90%
99.90%
100.00%
100.00%
100.00%
100.00%
99.90%
99.90%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
(i)
(i)
100.00%
100.00%
100.00%
(i)
(i)
(i)
(i)
(i)
80
NEW ENERGY SOLARAnnual Report US-NC-47 Sponsor, LLC
United States of America
Indirect
IS-47 Holdings, LLC
Innovative Solar 47, LLC
NES Rigel HoldCo, LLC
United States of America
Indirect
United States of America
Indirect
United States of America
Indirect
SPV
SPV
SPV
SPV
100.00%
100.00%
100.00%
(i)
(i)
(i)
99.00%
99.00%
New Energy Solar Australia HoldCo #1
Pty Limited
NES Galaxy, LLC
Australia
Direct HoldCo
United States of America
Indirect
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
49.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
SPV
SPV
SPV
SPV
SPV
SPV
SPV
SPV
SPV
SPV
SPV
SPV
SPV
SPV
SPV
SPV
SPV
SPV
SPV
NES Perseus HoldCo, LLC
United States of America
Indirect
BSPCB Class B Member, LLC
United States of America
Indirect
BSP Class B Member Holdco, LLC
United States of America
Indirect
BSP Class B Member, LLC
United States of America
Indirect
BSP Holding Company, LLC
United States of America
Indirect
NES Hercules HoldCo, LLC
United States of America
Indirect
NES Hercules Class B Member, LLC
United States of America
Indirect
NES Hercules Buyer, LLC
United States of America
Indirect
NES Hercules TE Holdings, LLC
United States of America
Indirect
NES Hercules Project Holdings, LLC
United States of America
Indirect
NES Hercules ProjectCo, LLC
United States of America
Indirect
Imperial Valley Solar 2, LLC
United States of America
Indirect
Australia
Indirect
Australia
Indirect
Australia
Indirect
Australia
Indirect
Australia
Indirect
Australia
Indirect
Manildra Hold Trust
Manildra Prop Hold Pty Limited
Manildra Asset Trust
Manilda Prop Pty Limited
Manildra Finco Pty Limited
Manildra Solar Farm Pty Limited
TRUST
Name of entity
–
Direct or
Economic
Economic
Place of registration
Indirect
Principal
interest
interest
and operation
Holding
Activity
31 Dec 2018
31 Dec 2017
N/A
N/A
N/A
N/A
N/A
(i) The economic interest percentage held is not readily determinable since the investors have different classes of shares
with entitlements which change over time, including preferential entitlements and entitlements to tax losses.
All Special Purpose Vehicle (SPV) activities relate to ownership and operation of solar energy assets.
81
NEW ENERGY SOLARAnnual Report 18. KEY MANAGEMENT PERSONNEL
DIRECTORS
The following persons were directors of New Energy Solar Limited during the financial year:
Jeffrey Whalan – Non-Executive Chairperson
James Davies – Non-Executive Director
John Holland – Non-Executive Director
Maxine McKew – Non-Executive Director
John Martin
Alan Dixon
The following persons were directors of Walsh & Company Investments Limited during the financial year:
Alex MacLachlan
Tristan O’Connell (resigned 9 July 2018)
Warwick Keneally
Mike Adams (appointed 9 July 2018)
John Martin and Alex MacLachlan are also directors of the Investment Manager, New Energy Solar Manager Pty Limited.
KE Y MANAGEMENT PERSONNEL REMUNER ATION
The remuneration of directors and other members of key management personnel during the year was as follows:
Short-term benefits
Post-employment benefits
Other long-term benefits
Share-based payments
Termination benefits
31 DEC 2018
31 DEC 2017
$
225,000
–
–
–
–
$
37,499
–
–
–
–
225,000
37,499
82
NEW ENERGY SOLARAnnual Report As at the reporting date, details of directors who hold securities for their own benefit or who have an interest in holdings
through a third party and the total number of such securities held are listed as follows:
DIRECTOR OF THE COMPANY
Jeffrey Whalan
John Holland
James Davies
Maxine McKew
Alan Dixon
John Martin
DIRECTOR OF THE RESPONSIBLE ENTITY OF THE TRUST
Alex MacLachlan
Warwick Keneally
Mike Adams
NO. OF
SECURITIES
NO. OF
CLASS A
OPTIONS
NO. OF
CLASS B
OPTIONS
521,552
38,333
38,333
150,000
–
–
36,962
12,500
12,500
66,666
33,333
33,333
7,163,770
533,332
533,332
529,672
733,909
728,599
102,876
17,666
17,666
41,832
23,999
23,999
–
–
–
19. RELATED PARTY DISCLOSURES
KE Y MANAGEMENT PERSONNEL
Disclosures relating to key management personnel are set out in note 18 and the remuneration report included in the
directors’ report.
REL ATED PART Y INVES TMENTS IN THE FUND
The Responsible Entity or its associates does not hold any investments in the Company or the Trust.
RESPONSIBLE ENTIT Y FEE
Walsh & Company Investments Limited, as Responsible Entity of the Trust receives a Responsible Entity Fee for the
performance of its duties under the constitution of the Trust. The Responsible Entity Fee is 0.08% per annum (exclusive of
GST) calculated on the gross asset value of the Trust and payable monthly in arrears by the Trust.
For the year ended 31 December 2018, $215,207 (31 December 2017: $182,632), exclusive of GST, was paid or payable
to the Responsible Entity.
Total Responsible Entity fee included in trade and other payables of the Trust at 31 December 2018 is $54,700
(31 December 2017: $19,523).
83
NEW ENERGY SOLARAnnual Report INVES TMENT MANAGER FEE
New Energy Solar Manager Pty Limited, as Investment Manager of the Fund receives an Investment Manager Fee of 0.7%
per annum (exclusive of GST) calculated on the Enterprise Value of the Fund, payable quarterly in arrears. Fees are either
payable by the Company, Trust or Controlled Entities depending on the recipient of investment manager services.
During the year, from 1 July 2018, the Investment Manager waived part of its fees to create the revised sliding scale fee
structure as set out below:
MANAGEMENT FEE STRUCTURE
Current Fees (excluding GST)
– up to 30 June 2018
Revised Fees for
EV within each
band1 (excluding
GST) – from 1 July
2018
Enterprise Value band
Less than or equal to
A$1.0 billion
Greater than
A$1.0 billion to A$2.0 billion
Greater than A$2.0 billion
BASE MANAGEMENT FEE
(% OF ENTERPRISE VALUE (EV))
ACQUISITION AND
DISPOSAL FEE
(% OF PURCHASE PRICE OR
NET SALE PROCEEDS)
0.70%
0.70%
0.55%
0.40%
1.50%
1.50%
0.90%
0.40%
For the year ended 31 December 2018, $1,133,570 (31 December 2017: $233,902), exclusive of GST, was paid or
payable to the Investment Manager by the Company, $1,168,529 (31 December 2017: $352,544), exclusive of GST, was
paid or payable by the Trust and $4,221,864 (31 December 2017: 1,822,903), exclusive of GST, was paid or payable by
New Energy Solar US Corp, a controlled entity of the Company.
Total Investment Manager fee included in trade and other payables at 31 December 2018 is $364,000 (31 December
2017: $29,384) for the Company and $349,000 (31 December 2017: $36,802) for the Trust.
S TRUCTURING AND HANDLING FEES
For the year ended 31 December 2018, no Structuring and Handling fees were paid to the Responsible Entity by the
Company or the Trust. There were no outstanding Structuring and Handling Fees as at 31 December 2018.
For the prior year ended 31 December 2017, in respect of the Offer by the Fund under the Product Disclosure Statement
& Prospectus dated 2 November 2017, the Responsible Entity was entitled to receive a Contribution Fee of 3.0%
(excluding GST), which was broken down by the Responsible Entity into the Structuring Fee of 0.75% (excluding GST) and
the Handling Fee of 2.25% (excluding GST), of the gross proceeds raised by the Fund under the Offer, payable after the
close of the Offer. The component of the Contribution Fee payable by the Trust falls under the Trust Constitution. The
component of the Contribution Fee payable by the Company falls under an agreement between the Responsible Entity
and the Company.
1. These Proposed Fees are applied on a marginal basis to each EV band. For example, the revised Base Management Fee for an EV of
A$1,500 million would be A$9.75m (excluding GST) which is the sum of (A$1,000 million multiplied by 0.70%) plus (A$500 million
multiplied by 0.55%).
84
NEW ENERGY SOLARAnnual Report For the prior year ended 31 December 2017, Structuring and Handling fees of $2,969,903, exclusive of GST, was paid
to the Responsible Entity by the Company and $3,091,123, exclusive of GST, was paid by the Trust. There were no
outstanding Structuring and Handling Fees as at 31 December 2017.
Per the Product Disclosure Statement & Prospectus dated 2 November 2017, the fees noted above were then used to
partially or fully fund the payment of fees to Morgan Stanley, Evans and Partners, Walsh & Company and other Licensees
in relation to the capital raising.
ACQUISITION FEE
New Energy Solar Manager Pty Limited, in its capacity as Investment Manager, is responsible for sourcing,
undertaking due diligence investigations, recommending solar energy asset acquisitions as well as advising, providing
recommendations, and executing investment exit strategies to the Fund.
The Investment Manager receives an Acquisition Fee of 1.5% (excluding GST) of the purchase price (excluding acquisition
costs) of assets acquired by the Company and the Trust or their respective Controlled Entities. The Acquisition Fee is
payable to the Investment Manager upon completion of the acquisition of any asset by the Company and the Trust or their
respective Controlled Entities, and prorated fee payment in the case of an acquisition by instalments/part-payments.
During the year, from 1 July 2018 the Investment Manager waived part of its fees as set out in the table included under
“Investment Manager Fee” above.
For the year ended 31 December 2018, Acquisition Fees of $7,886,111 (31 December 2017: $1,821,312), exclusive of
GST, was paid or payable to the Investment Manager by New Energy Solar US Corp, a Controlled Entity of the Company,
and $1,640,466 (31 December 2017: nil), exclusive of GST, was paid or payable to the Investment Manager by New Energy
Australia HoldCo #1 Pty Limited, a Controlled Entity of the Company. For the year ended 31 December 2018, no acquisition
fees (31 December 2017: nil), exclusive of GST, was paid or payable to the Investment Manager directly by the Company.
Total Acquisition Fees included in trade and other payables of the Company at 31 December 2018 is nil (31 December
2017: nil).
FUND ADMINIS TR ATION FEES
Australian Fund Accounting Services Pty Limited, a wholly-owned subsidiary of Evans Dixon Operations Pty Limited, the
parent of the Responsible Entity, provides fund administration services to the Company and the Trust under an agreement
with the Investment Manager. Time spent by staff is charged to the Company and the Trust at agreed rates up to an
annual cap. These services include net asset valuation, management accounting, statutory reporting, capital management
and taxation. Total fund administration fees paid or payable for the year ended 31 December 2018 were $57,000 (31
December 2017: $26,300), exclusive of GST, by the Company and $63,000 (31 December 2017: $93,700), exclusive of
GST, by the Trust.
Total fund administration fees included in trade and other payables at 31 December 2018 is $15,300 (31 December
2017: $13,090) for the Company and $14,700 (31 December 2017: $19,910) for the Trust.
DEBT ARR ANGING FEES
Walsh & Company Corporate Advisory, a division of Walsh & Company Asset Management Pty Limited which is a wholly-
owned subsidiary of Evans Dixon Operations Pty Limited, the parent of the Responsible Entity, was engaged on 21 June
2017 to provide debt arranging services to the Fund, including contacting and liaising with capital providers, negotiating
85
NEW ENERGY SOLARAnnual Report borrowing terms, obtaining credit ratings, implementing interest rate hedging strategies and executing documentation.
Walsh & Company Corporate Advisory were successful in securing debt, interest rate hedging and letter of credit facilities
at competitive terms for the Fund, providing diversification to the Fund’s capital sources.
For this service, Walsh & Company Corporate Advisory receives debt arranging fees ranging from 0.5%-2.0% of the face
value of new third party debt and letter of credit facilities.
During the year ended 31 December 2018, Walsh & Company Corporate Advisory successfully negotiated new debt and
banking facilities totaling $443.0 million (US$277.0 million plus A$50.0 million) and associated interest rate hedging (31
December 2017: US$108.8 million (A$139.3 million)).
For the year ended 31 December 2018, debt arranging fees of $500,000 (31 December 2017: nil) was paid or payable to
Walsh & Company Corporate Advisory by the Company, and $3,530,357 (31 December 2017: $2,051,103) was paid or
payable to Walsh & Company Corporate Advisory by wholly owned subsidiaries of NES US Corp.
Total debt arranging fees included in trade and other payables of the Company and the Trust at 31 December 2018 is nil
(31 December 2017: nil).
PROJECT SERVICES AGREEMENT
New Energy Solar US Corp, a subsidiary of the Company, entered into a non-exclusive arrangement dated 27 October
2017 with NES Project Services, LLC for the provision of asset management, operations and maintenance services and/
or construction management services (Services). The agreement is for an initial one year term, with rolling one year
extensions if the agreement has not been terminated. The Services will be provided upon request by NES US Corp. at
prevailing market rates at the time. The Services will be provided on arm’s length and commercial terms.
The primary focus of these activities is to ensure that construction service providers successfully deliver projects on time
and cost. Key tasks include construction project management, regular site visits, contract supervision, identification and
resolution of potential issues and construction payment approvals.
For the year ended 31 December 2018, project managers completed 133 site visits across 6 active construction
projects in North Carolina and 46 site visits across 2 active construction projects in Oregon. These 8 projects incurred
construction expenditures of $111.2 million (US$78.4 million) during the year. Work also started reviewing construction
plans and schedules for the Mount Signal II project in California which was acquired by NES for approximately $411.4m
(US$290.0m) and commenced construction in July 2018. Project services fees of $1,889,508 were paid or payable by
New Energy Solar US Corp, a Controlled Entity of the Company for the year.
86
NEW ENERGY SOLARAnnual Report 20. REMUNERATION OF AUDITORS
During the financial year the following fees were paid or payable for services provided by Deloitte Touche Tohmatsu, the
auditor of the Company and the Trust:
Auditors of the Company and the Trust
Deloitte Touche Tohmatsu
Audit and review of the Company and
the Trust financial statements
Other advisory services, including
IPO related services
Taxation services
NEW ENERGY SOLAR
LIMITED (COMPANY)
NEW ENERGY SOLAR
FUND (TRUST)
31-Dec-18
31-Dec-17
31-Dec-18
31-Dec-17
$
$
$
$
112,200
54,340
107,800
88,660
–
141,456
–
149,744
79,465
7,996
76,349
33,122
191,665
203,792
184,149
271,526
Fees were also paid by subsidiaries of the Company to Deloitte Touche Tohmatsu as follows:
Audit of subsidiary financial statements
$90,000
Fees were also paid by subsidiaries of the Company to other audit firms – Deloitte Tax LLP as follows:
Taxation services
$99,965
21. CAPITAL COMMITMENTS
As at 31 December 2018, the Company and the Trust do not have any direct outstanding capital commitments.
New Energy Solar Australia HoldCo #1 Pty Limited, a wholly owned subsidiary of the Company, has committed to the
purchase of the Manildra and Beryl solar assets in the amount of $94.5 million in total. These acquisitions have been
settled after 31 December 2018. Refer note 23 “events after the reporting period”.
NES Orion HoldCo LLC, a wholly owned subsidiary of the Company, has committed to acquire six plants (four in North
Carolina and two in Oregon), subject to meeting conditions precedent, as part of the Rigel Portfolio acquisition announced
in October 2017. Funding and construction of these plants are expected to be delayed due to design and development
issues. Under the terms of the Rigel Portfolio acquisition, NES Orion HoldCo LLC is not obliged to fund these projects
until they achieve all relevant development milestones. NES Orion HoldCo LLC is continuing to work with the plants’
developer on these plants in addition to new plant opportunities. The total amount of the commitment is unknown at this
point in time due to the design and development delays.
87
NEW ENERGY SOLARAnnual Report
22. CONTINGENT LIABILITIES
The Company acts as guarantor to New Energy Solar Australia HoldCo #1 Pty Limited in relation to the acquisition
amounts referred to under “Capital Commitments” above.
The directors of the Company and Responsible Entity are not aware of any other potential liabilities or claims against the
Company or the Trust as at the end of the reporting period.
23. EVENTS AFTER THE REPORTING PERIOD
A distribution of 4.0 cents per stapled security totaling $13,863,888 was declared on 20 November 2018 and was
paid to securityholders on 15 February 2019. 3,668,464 stapled securities were issued under the Fund’s Distribution
Reinvestment Plan.
On 11 February 2019, New Energy Solar Australia HoldCo #1 Pty Limited, a subsidiary of the Company, paid the purchase
price of $51,373,327 for the acquisition of its 100% interest in the Manildra solar farm in New South Wales, Australia
from a subsidiary of First Solar, Inc.. This was funded by existing cash and a drawdown of debt facilities.
On 12 February 2019, New Energy Solar Australia HoldCo #1 Pty Limited, a subsidiary of the Company, completed
the acquisition of its 49% interest in the Beryl solar farm in New South Wales, Australia. The Beryl solar farm is under
construction and is due to be completed mid 2019. The purchase price paid was $9,245,860 representing the 100%
interest being acquired, with 51% of the interest acquired being placed in escrow until change of control consents are
received (expected when the plant is operational). This was funded by existing cash and a drawdown of debt facilities.
Other than the matters discussed above, no matter or circumstance has arisen since 31 December 2018 that has
significantly affected, or may significantly affect the Company or the Trust’s operations, the results of those operations, or
the Company or the Trust’s state of affairs in future financial years.
88
NEW ENERGY SOLARAnnual Report Directors’ Declaration
FOR THE YE AR ENDED 31 DECEMBER 2018
Independent Auditor’s Report
FOR THE YE AR ENDED 31 DECEMBER 2018
The directors of the Company and directors of the Responsible Entity of the Trust declare that, in the directors’ opinion:
•
•
•
•
the financial statements and notes thereto are in accordance with the Corporations Act 2001, including
compliance with the Australian Accounting Standards (including the Australian Accounting Interpretations) and
the Corporations Regulations 2001;
the financial statements are in compliance with International Financial Reporting Standards as stated in the
notes to the financial statements;
the attached financial statements and notes give a true and fair view of the Company and the Trust’s financial
position as at 31 December 2018 and of their performance for the financial year ended on that date; and
there are reasonable grounds to believe that the Company and the Trust will be able to pay their debts as and
when they become due and payable.
The directors have been given the declarations required by section 295A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of the directors made pursuant to section 295(5) of the
Corporations Act 2001.
On behalf of the directors
ALEX MACLACHLAN
Chairman of the Responsible Entity
JEFFREY WHALAN
Chairman of the Company
15 February 2019
89
NEW ENERGY SOLARAnnual Report
Independent Auditor’s Report
FOR THE YE AR ENDED 31 DECEMBER 2018
Deloitte Touche Tohmatsu
ABN 74 490 121 060
Grosvenor Place
225 George Street
Sydney, NSW, 2000
Australia
Phone: +61 2 9322 7000
www.deloitte.com.au
Deloitte Touche Tohmatsu
ABN 74 490 121 060
Grosvenor Place
225 George Street
Sydney, NSW, 2000
Australia
Independent Auditor’s Report to the Stapled
Security Holders of New Energy Solar Limited
and New Energy Solar Fund
Phone: +61 2 9322 7000
www.deloitte.com.au
Opinion
Report on the Audit of the Financial Report
Independent Auditor’s Report to the Stapled
Security Holders of New Energy Solar Limited
and New Energy Solar Fund
We have audited the financial report of New Energy Solar Limited (the “Company”) and New Energy Solar Fund (the
“Trust”), which comprise the statements of financial position as at 31 December 2018, the statements of profit or
loss and other comprehensive income, the statements of changes in equity and the statements of cash flows for the
Report on the Audit of the Financial Report
year then ended, and notes to the financial statements, including a summary of accounting policies and other
explanatory information, and the directors’ declarations.
Opinion
In our opinion the accompanying financial report of the Company and the Trust, is in accordance with the
We have audited the financial report of New Energy Solar Limited (the “Company”) and New Energy Solar Fund (the
Corporations Act 2001, including:
“Trust”), which comprise the statements of financial position as at 31 December 2018, the statements of profit or
loss and other comprehensive income, the statements of changes in equity and the statements of cash flows for the
(i) giving a true and fair view of the Company and Trust’s financial position as at 31 December 2018 and of their
year then ended, and notes to the financial statements, including a summary of accounting policies and other
financial performance for the year then ended; and
explanatory information, and the directors’ declarations.
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001.
In our opinion the accompanying financial report of the Company and the Trust, is in accordance with the
Corporations Act 2001, including:
Basis for Opinion
financial performance for the year then ended; and
(i) giving a true and fair view of the Company and Trust’s financial position as at 31 December 2018 and of their
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards
are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We
are independent of the Company and the Trust in accordance with the auditor independence requirements of the
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001.
Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s
APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report
Basis for Opinion
in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards
We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the
are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We
directors of the Company and the directors of Walsh & Company Investments Limited (the “Responsible Entity” of
are independent of the Company and the Trust in accordance with the auditor independence requirements of the
the Trust), would be in the same terms if given to the directors as at the time of this auditor’s report.
Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s
APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
Key Audit Matters
We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the
directors of the Company and the directors of Walsh & Company Investments Limited (the “Responsible Entity” of
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the Trust), would be in the same terms if given to the directors as at the time of this auditor’s report.
the financial report for the current period. These matters were addressed in the context of our audit of the financial
report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial report for the current period. These matters were addressed in the context of our audit of the financial
report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Liability limited by a scheme approved under Professional Standards Legislation.
Member of Deloitte Touche Tohmatsu Limited
Liability limited by a scheme approved under Professional Standards Legislation.
Member of Deloitte Touche Tohmatsu Limited
66
66
90
NEW ENERGY SOLARAnnual Report
Key Audit Matter
How the scope of our audit responded to the
Key Audit Matter
Fair Value Recognition - Company
Our procedures included, but were not limited to:
As at 31 December 2018 the Company has
determined the fair value of its investment in its
immediate subsidiary company, New Energy Solar
US Corp., to be $281.7 million as disclosed in Note
9. The fair value amount comprises the assessed fair
value of the underlying solar asset portfolio and the
residual net assets of New Energy Solar US Corp.
and its controlled entities.
As disclosed in Note 2(Q), significant estimation
uncertainty is involved in the determination of the
fair value of the underlying solar asset portfolio.
This is based on discounted cash-flow (DCF) models,
subject to key assumptions including weighted
average cost of capital
(WACC), electricity
production, electricity prices and operating
expenses.
Agreeing, on a sample basis, cash transfers made
during the financial year in respect of underlying
solar asset acquisitions to relevant supporting
agreements and legal documentation;
Updating our understanding of and evaluating
Management's key processes and internal controls
in so far as they apply to fair value determination
of the Company’s investment in its subsidiary New
Energy Solar US Corp., including the fair value of
underlying solar assets held, and performing walk
through tests to assess the adequate design and
implementation of the controls;
For underlying investments in solar assets under
construction, or otherwise acquired or becoming
operational within 12 months of year-end balance
date,
of
reasonableness
Management’s basis
for concluding that the
investment price paid, inclusive of direct acquisition
costs, materially represents the investment’s fair
value at balance date;
assessing
the
For
underlying
solar
comprehensive
Management’s valuations and:
DCF
assets
valuations,
subject
to
obtaining
the appropriateness of
In conjunction with our valuation specialists
assessing
the
approach adopted in the valuation models and
assessing the reasonableness of the key
assumptions, including those underlying the
WACC and the electricity price forecasts
adopted;
Assessing the cash
flow projections by
agreeing a sample of model revenue and cost
to underlying power purchase
inputs
contracts,
and
independent data sources; and
agreements
supplier
Testing on a sample basis the mathematical
accuracy of the valuation models.
Obtaining Management’s expert valuation report
and:
Assessing the objectivity and competence of
the valuer; and
Assessing the valuer’s considerations and
conclusions reached, including consistency
with Management’s valuation model outputs.
Assessing the appropriateness of the disclosures
included in Note 2, Note 9 and Note 16 to the
financial statements.
67
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NEW ENERGY SOLARAnnual Report
Other Information
The directors of the Company and the Responsible Entity of the Trust (the “Directors”) are responsible for the other
information. The other information comprises the information included in the Company and the Trust’s annual report
for the year ended 31 December 2018, but does not include the financial report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any form of assurance
conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial report or our knowledge
obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information
we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors are responsible for the preparation of the financial report that gives a true and fair view in accordance
with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors
determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free
from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Company and the Trust
to continue as going concerns, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless the directors either intend to liquidate the Company or the Trust or to cease operations,
or have no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the
Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and
maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Company or the Trust’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Company or the Trust’s ability to continue as going concerns. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures
in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may
cause the Company or the Trust to cease to continue as going concerns.
Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and
whether the financial report represents the underlying transactions and events in a manner that achieves fair
presentation.
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NEW ENERGY SOLARAnnual Report
N E W E N E R G Y S O L A R
Annual Report
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the directors, we determine those matters that were of most significance in
the audit of the financial report of the current period and are therefore the key audit matters. We describe these
matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter should not be communicated in our report because the
adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 13 to 15 of the Directors’ Report for the year ended 31
December 2018.
In our opinion, the Remuneration Report of New Energy Solar Limited, for the year ended 31 December 2018,
complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in
accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
Report on the Fund Financial Statements
Opinion on the Fund Financial Statements
We have audited the Fund Financial Statements, representing the combined financial statements of the Company
and the Trust (“the Fund”), which comprises the statement of financial position as at 31 December 2018, the
statement of profit or loss and other comprehensive income, the statement of changes in equity and the statement
of cash flows for the year then ended, and notes to the financial statements, including a summary of accounting
policies.
In our opinion, the accompanying Fund Financial Statements for the year ended 31 December 2018 are prepared, in
all material respects, in accordance with the basis of preparation described in Note 2(A).
Responsibilities
The directors are responsible for the preparation and presentation of the Fund Financial Statements. Our
responsibility is to express an opinion on the Fund Financial Statements based on our audit conducted in accordance
with Australian Auditing Standards.
DELOITTE TOUCHE TOHMATSU
Michael Kaplan
Partner
Chartered Accountants
Sydney, 15 February 2019
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Stock Exchange Information
Stock Exchange
Information
TID PV modules – ground
view – September 2017
95
TID panel rows closeup – September 2017
N E W E N E R G Y S O L A R
Annual Report
Stock Exchange Information
STATEMENT OF QUOTED SECURITIES AS AT 31 JANUARY 2019
• There are 5,585 unitholders holding a total 346,108,399 ordinary securities
• The 20 largest unitholders between them hold 7.45% of the total securities on issue
DISTRIBUTION OF QUOTED SECURITIES AS AT 31 JANUARY 2019
DISTRIBUTION OF SECURITYHOLDERS
CATEGORY (SIZE OF HOLDING)
NUMBER OF
SECURITYHOLDERS
1–1,000
1,001–5,000
5,001–10,000
10,001–100,000
100,001 and over
Totals
Holding less than marketable parcel
156
291
355
3,867
916
5,585
37
SUBSTANTIAL SECURITYHOLDINGS AS AT 31 JANUARY 2019
There are no substantial unitholders pursuant to the provisions of section 671B of the Corporations Act 2001.
96
DIRECTORS’ SECURITYHOLDINGS
As at 31 January 2019 directors of the Fund held a relevant interest in the following securities on issue by the Fund.
DIRECTOR OF THE COMPANY
ORDINARY SECURITIES
CLASS A OPTIONS
CLASS B OPTIONS
Jeffrey Whalan
John Holland
James Davies
Maxine McKew
Alan Dixon
John Martin
DIRECTOR OF THE RESPONSIBLE ENTITY OF THE TRUST
Alex MacLachlan
Warwick Keneally
Mike Adams
RESTRICTED SECURITIES
There are no restricted securities on issue by the Fund.
551,552
150,000
36,962
66,666
7,163,770
529,672
102,876
41,832
–
38,333
–
12,500
33,333
533,332
733,909
17,666
23,999
–
38,333
–
12,500
33,333
533,332
728,599
17,666
23,999
–
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NEW ENERGY SOLARAnnual Report N E W E N E R G Y S O L A R
Annual Report
TOP 20 HOLDERS OF ORDINARY SECURITIES AT 31 JANUARY 2019
SECURITYHOLDER NAME
MR ORANGE PTY LIMITED
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
PJA INVESTMENTS AUSTRALIA PTY LTD
ZONDA CAPITAL PTY LTD
NETWEALTH INVESTMENTS LIMITED
NUMBER OF
SECURITIES HELD
% OF
TOTAL
6,616,660
1.912%
3,490,630
1.009%
3,376,728
0.976%
2,666,666
0.770%
1,333,334
0.385%
852,891
0.246%
MR DAMIEN JOSEPH KENNEALLY & MRS CANDACE LYNN KENNEALLY
825,406
0.238%
J & V KING PTY LTD
BNP PARIBAS NOMINEES PTY LTD HUB24 CUSTODIAL SERV LTD DRP
NETWEALTH INVESTMENTS LIMITED
THEROPOD PTY LTD
PROF ARTHUR DAVID SHULMAN & PROF LINDA SOPHIE ROSENMAN
CITICORP NOMINEES PTY LIMITED
SILKZINC PTY LTD
MJG BLOOM PTY LIMITED
CRIMSON PERMANENT ASSURANCE COMPANY PTY LTD
MR NICHOLAS ANTHONY JACQUES & MRS VIRGINIA LOUISE JACQUES
MR NEIL CLIFFORD BARRETT & MRS HEATHER MAEVE BARRETT
MR DANIEL GEZA BEDO & MRS CATHERINE BEDO
MRS LORRAINE MARY HAWES & MR DAVID CHARLES HAWES
Total held by top 20 holders of ordinary securities
753,550
0.218%
686,329
614,403
524,188
493,065
465,359
451,843
0.198%
0.178%
0.151%
0.142%
0.134%
0.131%
450,813
0.130%
445,802
0.129%
443,925
442,400
431,398
428,267
25,793,657
0.128%
0.128%
0.125%
0.124%
7.452%
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Additional Disclosures
FOR THE YE AR ENDED 31 DECEMBER 2018
Additional Disclosures
Stanford at sunset
– September 2017
99
TID ground view – September 2017
N E W E N E R G Y S O L A R
Annual Report
Additional Disclosures
FOR THE YE AR ENDED 31 DECEMBER 2018
OTHER
Since admission to the ASX on 4 December 2017 to the date of the financial report, the Company and the Trust has used
the cash assets at the time of admission in a way consistent with its business objectives.
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Directory
31 DECEMBER 2018
The Fund’s securities are quoted on the official list of the
Australian Securities Exchange Limited (ASX).
ASX Code is NEW.
NEW ENERGY SOLAR
New Energy Solar Limited (ACN 609 396 983)
New Energy Solar Fund (ARSN 609 154 298)
Level 15, 100 Pacific Highway
NORTH SYDNEY NSW 2060
T 1300 454 801
F 1300 883 159
E info@newenergysolar.com.au
www.newenergysolar.com.au
RESPONSIBLE ENTITY
Walsh & Company Investments Limited
(ACN 152 367 649) (AFSL 410 433)
Level 15, 100 Pacific Highway
NORTH SYDNEY NSW 2060
T 1300 454 801
F 1300 883 159
E info@walshandco.com.au
www.walshandco.com.au
DIRECTORS – NEW ENERGY
SOLAR LIMITED
Jeff Whalan (Non-Executive Chairman)
John Holland (Non-Executive Director)
Maxine McKew (Non-Executive Director)
James Davies (Non-Executive Director)
Alan Dixon
John Martin
101
SECRETARIES
Hannah Chan
Caroline Purtell
DIRECTORS – WALSH & COMPANY
INVESTMENTS LIMITED
Alex MacLachlan
Tristan O’Connell
Warwick Keneally
SECRETARIES
Hannah Chan
Caroline Purtell
INVESTMENT MANAGER
New Energy Solar Manager Pty Limited
(ACN 609 166 645)
Level 15, 100 Pacific Highway
NORTH SYDNEY NSW 2060
T 1300 454 801
F 1300 883 159
AUDITOR
Deloitte Touche Tohmatsu
Grosvenor Place, 225 George Street
SYDNEY NSW 2000
T +61 2 9322 7000
F +61 2 9322 7001
www.deloitte.com.au
SHARE REGISTRAR
Link Market Services Limited
Level 12, 680 George Street
SYDNEY NSW 2000
NEW ENERGY SOLARAnnual Report