UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2023
Commission File Number: 001-33911
EMEREN GROUP LTD
100 First Stamford Place, Suite 302
Stamford CT 06902
U.S.A.
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F þ Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
Exhibit Index
| Exhibit | Description | |
| 99.1 | Press Release |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| EMEREN GROUP LTD | ||
| By: | /s/ Ke Chen | |
| Name: Ke Chen | ||
| Title: Chief Financial Officer | ||
Date: November 22, 2023
Exhibit 99.1
November 22, 2023
Dear shareholders,
We closed Q3 with revenue of $13.9 million, gross margin of 40.8% and a net loss of $9.4 million. Our revenue was below our guidance mainly due to timing of the final government approval for a 53 MW solar NTP project portfolio in Hungary. We expected to receive approval based on the government’s official processing timeline before mid-August. Had we received approval within their standard timeline, our revenue would have been near the low end of our guidance range. The good news is that we received government approval yesterday on November 20, 2023 and we will recognize this revenue in Q4.
Our Q3 results were further impacted by several one-time non-cash expenses. First, we recorded a $4.8 million foreign exchange loss as a result of a stronger dollar. Second, we recorded $4.5 million of one-time expense from impairment and write-off of assets of several pending projects as a result of permitting challenges. In addition, we expensed $1.3 million of development costs related to our pre-tier projects that previously would have been capitalized under our old tiering system. Excluding these items, our bottom line performance would have been breakeven.
Of our $13.9 million revenue for the quarter, we continued to benefit from our IPP assets, particularly our 50 MW UK Branston project and our 156 MW portfolio of China rooftop solar assets, which combined, generated $9.4 million revenue in the quarter with strong margins.
Further, in Q3, we successfully completed the grid connection of our inaugural solar storage project in Ningbo, Zhejiang Province, China. This project has a capacity of 0.6 MW/1.2 MWh, operates behind the meter and is backed by a private local off-taker. It has been strategically designed to yield high returns through daily price arbitration, emphasizing Emeren’s commitment to sustainable and financially responsible energy solutions. In addition, we have a growing portfolio of projects in the planning and execution phases in China. The total advanced-stage pipeline of over 80 MWh is all similar Commercial and Industrial sized storage projects, including several under construction.
Recently, we also announced the successful sale of a state-of-the-art portfolio comprising five Battery Energy Storage Systems (“BESS”) in Italy to Matrix Renewables with a total capacity of 410 MW. Our total storage project portfolio with Matrix now has a cumulative capacity of 3.8 GWh. This portfolio is strategically located in the Italian southern region of Apulia, significantly enhancing the regional energy infrastructure. The Ready-To-Build status is expected to be achieved by late 2024. Since the announcement, we have been approached by several top-tier renewable energy investment funds who are interested in partnering with us on our portfolio of BESS storage projects.
In Q3, the North American team continued focus on our strategic goal of the solar and storage pipeline by acquiring new project sites and advancing the development of existing pipeline projects. We have grown our advanced-stage storage pipeline significantly since last quarter to 3.8 GWh, which will contribute to our overall success.
These solar storage projects are major milestones for us and represent a defining chapter in our journey toward becoming a leading global renewable energy company and storage powerhouse. As part of our strategic vision, we plan to further expand our storage portfolio under our light IPP strategy. Furthermore, we remain steadfast in our commitment to executing our storage business strategies, solidifying our dedication to sustainable and innovative energy solutions.
During the quarter, we also grew our advanced-stage solar project pipeline. By the end of 2023, we anticipate an advanced-stage solar project pipeline of at least 3.5 GW, of which we anticipate monetizing approximately 400 to 500 MW of projects in 2024 and beyond. By the end of Q3, our advanced-stage storage project pipeline has increased to over 10 GWh.
For the full year 2023, we now anticipate revenue to be in the range of $110 million to $113 million due to project timing. We expect net income to be between $3 to $4 million, with gross margin of approximately 25% to 28%. We expect our Q4 revenue to be between $50 million and $53 million, gross margin to be in the range of 21% to 25%, and net income to be in the range of $4 to $5 million.
In conclusion, despite the increasing global uncertainty, we maintain our confidence in the long-term growth of the solar industry, driven by increasing demand for clean energy. Given our leading industry position, we are well positioned to benefit from our substantial solar development and storage pipeline. With our expertise in solar project development, strong industry network, and solid balance sheet, we are making significant progress towards becoming an industry leading global solar and storage developer. Our focus remains on delivering value to our shareholders. In Q3, we returned $4 million to our shareholders via our share repurchase program and we remain active in the market in Q4.
With that overview, we will now review the details of our third quarter operating and financial performance.
Q3 2023 Financial Highlights:
| · | Achieved a gross margin of 40.8%, exceeding our prior 35% - 38% guidance range |
| · | Lower revenue was mainly due to timing of final government approval for a 53 MW solar NTP project in Hungary |
| · | EBITDA of negative $6.8 million, compared to $2.3 million in Q3 last year |
| · | Adjusted EBITDA of negative $0.2 million, compared to $2.7 million in Q3 last year |
| · | Net loss of $9.4 million, compared to a $1.1 million net loss in Q3 last year |
| $ in millions | Q3’23 | Q2’23 | Q/Q | Q3’22 | Y/Y | |||||||||||||||
| Revenue | $ | 13.9 | $ | 33.8 | -59 | % | $ | 23.9 | -42 | % | ||||||||||
| Gross profit | 5.7 | 12.7 | -55 | % | 4.5 | +26 | % | |||||||||||||
| Operating income/(loss) | (4.0 | ) | 5.0 | -178 | % | 1.0 | -490 | % | ||||||||||||
| EBITDA | (6.8 | ) | 8.8 | -177 | % | 2.3 | -402 | % | ||||||||||||
| Adjusted EBITDA | (0.2 | ) | 9.3 | -102 | % | 2.7 | -108 | % | ||||||||||||
| Net income/(loss) attributed to Emeren Group Ltd | $ | (9.4 | ) | $ | 8.3 | -212 | % | $ | (1.1 | ) | -777 | % | ||||||||
Revenue by segment:
| Segment ($ in thousands) | Q3’23 Revenue | % of Total Revenue | ||||||
| Project development | $ | 2,300 | 17 | % | ||||
| IPP | 9,366 | 67 | % | |||||
| EPC | 2,109 | 15 | % | |||||
| Others | 173 | 1 | % | |||||
| Total | $ | 13,948 | 100 | % | ||||
Revenue by region:
| Region ($ in thousands) | Q3’23
Revenue | % of Total Revenue | ||||||
| Europe | $ | 9,462 | 68 | % | ||||
| China | 4,155 | 30 | % | |||||
| USA | 331 | 2 | % | |||||
| Total | $ | 13,948 | 100 | % | ||||
Advanced-Stage and Early-Stage Solar Development Project Pipeline
Project Pipeline by Region (as of September 30, 2023):
| Region | Advanced Stage | Early Stage | Total (MWs) | |||||||||
| Europe | 1,503 | 4,572 | 6,075 | |||||||||
| U.S. | 1,307 | 296 | 1,603 | |||||||||
| China | 84 | - | 84 | |||||||||
| Total | 2,894 | 4,868 | 7,762 | |||||||||
Project Pipeline by Country (as of September 30, 2023):
| Country | Advanced Stage | Early Stage | Total (MWs) | |||||||||
| Poland | 538 | - | 538 | |||||||||
| Hungary | 49 | - | 49 | |||||||||
| U.K. | 100 | - | 100 | |||||||||
| Spain | 135 | 2,679 | 2,814 | |||||||||
| Germany | 106 | 1,452 | 1,558 | |||||||||
| France | 107 | 44 | 151 | |||||||||
| Italy | 468 | 397 | 865 | |||||||||
| U.S. | 1,307 | 296 | 1,603 | |||||||||
| China | 84 | - | 84 | |||||||||
| Total | 2,894 | 4,868 | 7,762 | |||||||||
Advanced-Stage and Early-Stage Solar Storage Project Pipeline
Project Pipeline by Region (as of September 30, 2023):
| Region | Advanced Stage | Early Stage | Total (MWh) | |||||||||
| Europe | 6,440 | 3,958 | 10,398 | |||||||||
| U.S. | 3,765 | 3,036 | 6,801 | |||||||||
| China | 83 | - | 83 | |||||||||
| Total | 10,288 | 6,994 | 17,282 | |||||||||
Project Pipeline by Country (as of September 30, 2023):
| Country | Advanced Stage | Early Stage | Total (MWh) | |||||||||
| Poland | 3,556 | 1,200 | 4,756 | |||||||||
| Hungary | - | - | - | |||||||||
| U.K. | 170 | 190 | 360 | |||||||||
| Spain | - | 100 | 100 | |||||||||
| Germany | - | - | - | |||||||||
| France | 6 | - | 6 | |||||||||
| Italy | 2,708 | 2,468 | 5,176 | |||||||||
| U.S. | 3,765 | 3,036 | 6,801 | |||||||||
| China | 83 | - | 83 | |||||||||
| Total | 10,288 | 6,994 | 17,282 | |||||||||
Growing IPP Asset Portfolio in Attractive PPA Regions
As of September 30, we owned and operated 240 MW of IPP projects, of which ~60 MW is in Europe, ~24 MW in U.S. and ~156 MW in China.
| Operating Assets | Capacity (MW) | |||
| Europe | 60 | |||
| U.S. | 24 | |||
| China DG | 156 | |||
| Total | 240 | |||
Q3 2023 Financial Results:
All figures refer to the third quarter of 2023, unless stated otherwise.
Revenue
Revenue of $13.9 million decreased 42% year-over-year from Q3 2022 and 59% sequentially from Q2 2023. The lower than guided revenue was primarily due to an extended permit approval process for a 53 MW NTP project in Hungary.
Gross Profit and Gross Margin
Gross profit was $5.7 million, compared to $12.7 million in Q2 2023 and $4.5 million in Q3 2022. Gross margin was 40.8%, compared to 37.4% in Q2 2023 and 18.9% in Q3 2022.
Operating Expense
Operating expenses were $9.6 million, up from $7.6 million in Q2 2023 and up from $3.5 million in Q3 2022. The year-over-year increase primarily from $4.5 million of one-time expense from impairment and write-off of assets of several pending projects as a result of permitting challenges. In addition, we expensed $1.3 million of development costs related to our pre-tier projects that previously would have been capitalized under our old tiering system.
Net income (loss) attributable to Emeren Group Ltd’s common shareholders
Net loss attributed to Emeren Group Ltd’s common shareholders was $9.4 million, compared to net income of $8.3 million in Q2 2023 and net loss of $1.1 million in Q3 2022. Diluted net loss attributable to Emeren Group Ltd’s common shareholders per American Depositary Share (“ADS”) was $0.17, compared to diluted net income of $0.14 in Q2 2023 and diluted net loss of $0.02 in Q3 2022.
Cash Flow
Cash used in operating activities was $4.6 million; cash provided by investing activities was $10.1 million, and cash used in financing activities was $6.7 million.
Financial Position
Cash and cash equivalents at the end of Q3 2023 were $59.2 million compared to $60.5 million in Q2 2023.
Net asset value (NAV) is approximately $5.77 per ADS.
Our debt-to-asset ratio at the end of Q3 2023 was 9.93% compared to 10.08% in Q2 2023.
Shares Buyback
We purchased approximately $4 million ADS during the quarter and plan to continue to execute on the share buyback program, which has approximately $11 million remaining in authorization.
Conclusion
We are confident that the widespread social and governmental support for renewable energy will foster a strong environment for solar project growth, fueling our exciting prospects in the coming quarters. Our solid strategy and proven track record underscore our optimism about the future.
We express our gratitude to our dedicated employees, valued customers, trusted partners, and supportive shareholders for their unwavering commitment to Emeren Group Ltd.
Sincerely,
| Yumin Liu | Ke Chen |
| Chief Executive Officer | Chief Financial Officer |
Appendix 1: Unaudited Consolidated Statement of Operations
| Three Months Ended | ||||||||||||
| Sep 30, 2023 | Jun 30, 2023 | Sep 30, 2022 | ||||||||||
| (in thousands, except per ADS data and ADS) | ||||||||||||
| Net revenues | $ | 13,948 | $ | 33,846 | $ | 23,904 | ||||||
| Cost of revenues | (8,263 | ) | (21,184 | ) | (19,388 | ) | ||||||
| Gross profit | 5,685 | 12,662 | 4,516 | |||||||||
| Operating income/(expense): | ||||||||||||
| Sales and marketing | (74 | ) | (127 | ) | - | |||||||
| General and administrative | (6,964 | ) | (5,329 | ) | (3,597 | ) | ||||||
| Other operating income/(expense) | (2,606 | ) | (2,160 | ) | 95 | |||||||
| Total operating expenses | (9,644 | ) | (7,616 | ) | (3,502 | ) | ||||||
| Income/(loss) from operations | (3,959 | ) | 5,046 | 1,014 | ||||||||
| Other income/(expense): | ||||||||||||
| Interest income/(expense), net | (79 | ) | 375 | (1,009 | ) | |||||||
| Investment income | 57 | 105 | 62 | |||||||||
| Foreign exchange gain/(loss) | (4,785 | ) | 2,119 | (391 | ) | |||||||
| Total other income/(expense), net | (4,807 | ) | 2,599 | (1,338 | ) | |||||||
| Income/(loss) before income tax | (8,766 | ) | 7,645 | (324 | ) | |||||||
| Income tax benefit/(expense） | (251 | ) | 37 | (171 | ) | |||||||
| Income/(loss), net of tax | (9,017 | ) | 7,682 | (495 | ) | |||||||
| Less: Net income/(loss) attributed to non-controlling interests | 373 | (666 | ) | 576 | ||||||||
| Net income/(loss) attributed to Emeren Group Ltd | (9,390 | ) | 8,348 | (1,071 | ) | |||||||
| Income/(loss) attributed to Emeren Group Ltd per ADS | ||||||||||||
| Basic | $ | (0.17 | ) | $ | 0.15 | $ | (0.02 | ) | ||||
| Diluted | $ | (0.17 | ) | $ | 0.14 | $ | (0.02 | ) | ||||
| Weighted average number of ADS used in computing income/(loss) per ADS* | ||||||||||||
| Basic | 56,287,193 | 57,234,013 | 65,618,248 | |||||||||
| Diluted | 56,287,193 | 57,600,700 | 65,618,248 | |||||||||
*Each American depositary shares (ADS) represents 10 common shares
Appendix 2: Unaudited Consolidated Balance Sheet
| Sep 30, 2023 | Jun 30, 2023 | Sep 30, 2022 | ||||||||||
(in thousands) | ||||||||||||
| ASSETS | ||||||||||||
| Current assets: | ||||||||||||
| Cash and cash equivalents | $ | 59,171 | $ | 60,450 | $ | 122,988 | ||||||
| Restricted cash | 10 | 6 | 5 | |||||||||
| Short-investments in U.S. Treasury Bills | 10,115 | 10,057 | - | |||||||||
| Accounts receivable trade, net | 19,187 | 25,511 | 36,033 | |||||||||
| Accounts receivable unbilled | 50,591 | 53,290 | 12,059 | |||||||||
| Advances to suppliers | 2,062 | 754 | 460 | |||||||||
| Value added tax receivable | 6,686 | 7,610 | 4,645 | |||||||||
| Prepaid expenses and other current assets, net | 23,358 | 38,286 | 15,531 | |||||||||
| Project assets current | 42,350 | 33,159 | 20,008 | |||||||||
| Total current assets | 213,530 | 229,123 | 211,729 | |||||||||
| Property, plant and equipment, net | 151,813 | 155,094 | 161,846 | |||||||||
| Project assets non-current | 33,846 | 37,078 | 15,940 | |||||||||
| Goodwill | - | 1,023 | 1,023 | |||||||||
| Long-term investments in U.S. Treasury Bills | - | - | 9,989 | |||||||||
| Operating lease right-of-use assets | 19,597 | 19,722 | 16,518 | |||||||||
| Finance lease right-of-use assets | 17,652 | 17,983 | 21,269 | |||||||||
| Other non-current assets | 17,990 | 17,665 | 25,850 | |||||||||
| Total assets | $ | 454,428 | $ | 477,688 | $ | 464,164 | ||||||
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||||||
| Current liabilities: | ||||||||||||
| Short-term borrowings | 1,015 | 750 | 394 | |||||||||
| Accounts payable | 3,131 | 5,367 | 6,535 | |||||||||
| Advances from customers | 4,743 | 4,598 | 202 | |||||||||
| Amounts due to related parties | 2,168 | 2,226 | 9,002 | |||||||||
| Other current liabilities | 21,427 | 19,469 | 6,725 | |||||||||
| Income tax payable | 411 | 1,654 | 466 | |||||||||
| Salaries payable | 604 | 680 | 765 | |||||||||
| Operating lease liabilities current | 1,034 | 1,149 | 257 | |||||||||
| Failed sale-lease back and finance lease liabilities current | 5,006 | 5,938 | 9,618 | |||||||||
| Total current liabilities | 39,539 | 41,831 | 33,964 | |||||||||
| Long-term borrowings | 21,734 | 22,742 | 20,816 | |||||||||
| Deferred tax liabilities, non-current | 3,167 | 3,602 | 974 | |||||||||
| Operating lease liabilities non-current | 17,788 | 18,047 | 15,482 | |||||||||
| Failed sale-lease back and finance lease liabilities non-current | 11,523 | 12,706 | 17,180 | |||||||||
| Total liabilities | $ | 93,751 | $ | 98,928 | $ | 88,416 | ||||||
| Shareholders' equity | ||||||||||||
| Common shares | 806,576 | 806,576 | 806,283 | |||||||||
| Additional paid-in capital | 14,508 | 14,116 | 13,215 | |||||||||
| Treasury stock | (38,585 | ) | (34,623 | ) | (20,000 | ) | ||||||
| Accumulated deficit | (438,613 | ) | (429,223 | ) | (435,666 | ) | ||||||
| Accumulated other comprehensive loss | (21,542 | ) | (16,330 | ) | (28,736 | ) | ||||||
| Total equity attributed to Emeren Group Ltd | 322,344 | 340,516 | 335,096 | |||||||||
| Noncontrolling interest | 38,333 | 38,244 | 40,652 | |||||||||
| Total shareholders' equity | 360,677 | 378,760 | 375,748 | |||||||||
| Total liabilities and shareholders' equity | $ | 454,428 | $ | 477,688 | $ | 464,164 | ||||||
Appendix 3: Unaudited Consolidated Statement of Cash Flow
| Three Months Ended | ||||||||||||
| Sep 30, 2023 | Jun 30, 2023 | Sep 30, 2022 | ||||||||||
| (in thousands) | ||||||||||||
| Net cash provided by (used in) operating activities | $ | (4,644 | ) | $ | (2,353 | ) | $ | (7,696 | ) | |||
| Net cash provided by (used in) investing activities | 10,118 | 116 | (28,598 | ) | ||||||||
| Net cash provided by (used in) financing activities | (6,710 | ) | 1,160 | (45,784 | ) | |||||||
| Effect of exchange rate changes | (39 | ) | (5,204 | ) | (2,961 | ) | ||||||
| Net decrease in cash and cash equivalents and restricted cash | (1,275 | ) | (6,281 | ) | (85,039 | ) | ||||||
| Cash and cash equivalents and restricted cash, beginning of the quarter | 60,456 | 66,737 | 208,032 | |||||||||
| Cash and cash equivalents and restricted cash, end of the quarter | $ | 59,181 | $ | 60,456 | $ | 122,993 | ||||||
Use of Non-GAAP Financial Measures
To supplement Emeren Group Ltd’s financial statements presented on a US GAAP basis, Emeren Group Ltd provides non-GAAP financial data as supplemental measures of its performance.
To provide investors with additional insight and allow for a more comprehensive understanding of the information used by management in its financial and decision-making surrounding pro-forma operations, we supplement our consolidated financial statements presented on a basis consistent with U.S. generally accepted accounting principles, or GAAP, with EBITDA, Adjusted EBITDA as non-GAAP financial measures of earnings.
• EBITDA represents net income before income tax expense (benefit), interest expense, depreciation and amortization.
• Adjusted EBITDA represents EBITDA plus discount of electricity subsidy in China, plus share-based compensation, plus impairment of long-lived assets, plus loss/(gain) on disposal of assets, plus foreign exchange loss/(gain).
Our management uses EBITDA, Adjusted EBITDA as financial measures to evaluate the profitability and efficiency of our business model. We use these non-GAAP financial measures to access the strength of the underlying operations of our business. These adjustments, and the non-GAAP financial measures that are derived from them, provide supplemental information to analyze our operations between periods and over time.
We find these measures especially useful when reviewing pro-forma results of operations, which include large non-cash impairment of long-lived assets and loss on disposal of assets. Investors should consider our non-GAAP financial measures in addition to, and not as a substitute for, financial measures prepared in accordance with GAAP.
Appendix 4: Adjusted EBITDA
| Three Months Ended | ||||||||||||
| Sep 30, 2023 | Jun 30, 2023 | Sep 30, 2022 | ||||||||||
| (in thousands) | ||||||||||||
| Net Income (loss) | $ | (9,017 | ) | $ | 7,682 | $ | (495 | ) | ||||
| Income tax expenses (benefit) | 251 | (37 | ) | 171 | ||||||||
| Interest expense (income), net | 79 | (375 | ) | 1,009 | ||||||||
| Depreciation & Amortization | 1,864 | 1,544 | 1,573 | |||||||||
| EBITDA | $ | (6,823 | ) | $ | 8,814 | $ | 2,258 | |||||
| Discount of electricity subsidy in China | (35 | ) | 163 | - | ||||||||
| Share based compensation | 391 | 407 | 8 | |||||||||
| Impaiment of long-lived assets | 1,325 | - | - | |||||||||
| Loss on disposal of property, plant and equipment | - | 2,128 | - | |||||||||
| Interest income of discounted electricity subsidy in China | 136 | (87 | ) | - | ||||||||
| Foreign exchange loss (gain) | 4,785 | (2,119 | ) | 391 | ||||||||
| Adjusted EBITDA | $ | (221 | ) | $ | 9,306 | $ | 2,657 | |||||