Clean Earth Acquisitions (CLIN) - 2024 Q1 - Quarterly Report

Revenue and Financial Performance - Revenue for the three months ended March 31, 2024, was $2.18 million, a decrease of 43$3.85 million in the same period in 2023[175]. - The total megawatt hours (MWh) sold for the three months ended March 31, 2024, was 10,872 MWh, down 55% from 24,333 MWh in the same period in 2023[172]. - The combined nameplate capacity of the Company's renewable energy facilities as of March 31, 2024, was 43.9 MW (DC), a decrease from 151.2 MW (DC) in the same period in 2023[171]. - The Company reported a net loss from continuing operations of $8.66 million for the three months ended March 31, 2024, compared to a net loss of$3.36 million in the same period in 2023[175]. - Revenues from Romania decreased by 34% to $2.09 million in Q1 2024, down from$3.17 million in Q1 2023[177]. - The Company experienced a 417% increase in revenue from the United States, rising to $93,000 in Q1 2024 from$18,000 in Q1 2023[177]. - The net loss from continuing operations was $8.659 million, compared to a loss of$3.355 million in the previous year[210]. - For the three months ended March 31, 2024, the company reported a net loss from continuing operations of $8.7 million and a total net loss of$3.4 million, consistent with the losses from the same period in 2023[221]. Costs and Expenses - Cost of revenues for continuing operations decreased by $0.2 million, totaling$834,000 for the three months ended March 31, 2024, compared to $1,015,000 in the same period in 2023, a decrease of 18$0.8 million, totaling $216,000 for the three months ended March 31, 2024, compared to$997,000 in the same period in 2023, a decrease of 78%[183]. - Selling, general and administrative expenses for continuing operations increased by $2.0 million, totaling$3,747,000 for the three months ended March 31, 2024, compared to $1,725,000 in the same period in 2023, an increase of 117$104,000, totaling $7,000 for the three months ended March 31, 2024, compared to$111,000 in the same period in 2023, a decrease of 94%[186]. - Depreciation and amortization expenses for continuing operations decreased by $0.3 million, totaling$568,000 for the three months ended March 31, 2024, compared to $842,000 in the same period in 2023, a decrease of 33$4.984 million from $3.468 million, while total expenses for continuing operations rose by 62$5.683 million[209]. - Total other expenses for continuing operations increased by $2.2 million for the three months ended March 31, 2024, primarily due to a$1.5 million increase in interest expense and a $0.5 million reduction in valuation on the Forward Purchase Agreement[243]. Cash Flow and Liquidity - Cash flows from operating activities showed a net outflow of$5.428 million, a significant decrease from a cash inflow of $1.179 million in the same period last year[210]. - The total cash, cash equivalents, and restricted cash at the end of the year was$2.222 million, down from $24.563 million at the beginning of the year[210]. - The company had$1.4 million of unrestricted cash on hand as of March 31, 2024, indicating liquidity challenges[221]. - The company incurred costs of $1.2 million related to the disposal of assets, which were reported in accordance with ASC 360-10-35-38[208]. - The company generated$67.540 million from the sale of property and equipment, contributing to a net cash inflow of $65.486 million from investing activities[210]. - Net cash provided by investing activities was$65,486 thousand for the three months ended March 31, 2024, an increase of $66,514 thousand compared to the same period in 2023[282]. - The company secured a working capital loan of$3.6 million in February 2024, with a maturity date extended to February 28, 2025[270]. Debt and Financing - As of March 31, 2024, total debt was $118.8 million, a decrease from$198.4 million as of December 31, 2023[251]. - The Company is currently working with multiple global banks and funds to secure necessary financing to address its working capital deficiency and negative equity[145]. - The Company intends to finance future acquisitions primarily through long-term non-recourse debt and retained cash flows from operations[248]. - The company had principal outstanding of $10.8 million and$11.0 million as of March 31, 2024, and December 31, 2023, respectively, related to a loan agreement with private lenders[264]. Market and Operational Challenges - The Company relies heavily on government policies that support renewable energy projects, which could impact future operations if changes occur[186]. - The company has substantial doubt about its ability to continue as a going concern due to recurring losses and cash outflows from operations[220]. - The company received a notice from Nasdaq regarding non-compliance with the minimum bid price rule, with a compliance period until September 16, 2024, to regain compliance[230]. - The company is currently evaluating options for regaining compliance with Nasdaq listing requirements, with no assurance of success[230]. - The company may need to delay or scale back acquisition efforts and business activities due to insufficient operating revenues and pledged assets[222]. - The company anticipates continued exposure to foreign currency fluctuations due to its investments in renewable energy facilities located in foreign countries[167]. Asset Sales and Disposals - The company sold its Italian subsidiaries for approximately €15.8 million (approximately $17.5 million) on December 28, 2023, and its Polish subsidiaries for approximately €54.4 million (approximately$59.1 million) on January 18, 2024[228][229]. - The company experienced a loss of $0.9 million on the sale of its operating park in the Netherlands, which was partially offset by gains from other asset disposals[208]. - The company reported a gain on the disposal of assets amounting to$3.374 million, with total gains from discontinued operations reaching $2.150 million, reflecting a 100$87.3 million) to bondholders, which could lead to the transfer of ownership of Solis and its subsidiaries if not repaid[225]. - The fair value of the Forward Purchase Agreement was recorded at $0 as of March 31, 2024, following a change in fair value of$(16.6 million) during the reporting period[240]. - The company is currently evaluating options to regain compliance with Nasdaq's minimum bid price rule, with a compliance period ending on September 16, 2024[261]. Strategic Plans and Future Outlook - The Company aims to own and operate over 3.0 giga-watts (GWs) of solar parks over the next five years[138]. - The Company has a strategy to reinvest project cash flows into additional solar PV projects to provide non-dilutive capital for future growth[149]. - The Company intends to expand its transatlantic independent power producer (IPP) portfolio in locations that deliver higher yields and attractive returns on investments[149]. - The Company believes that the continued reduction in the cost of solar technologies will lead to grid parity in more markets, driving growth opportunities[165].