Blue Sphere Corporation 8-K/A

The following excerpt is from the company's SEC filing.

Exhibit 99.1

Agricerere S.r.l. Societ

á Agricola

Independent auditors’ report

 GRO/ACD/ggn - RC030952015BD0546 

Tel: +39 02 58.20.10

Fax: +39 02 58.20.14.03

www.bdo.it

Viale Abruzzi n. 94

20131 Milano

INDEPENDENT AUDITORS’ REPORT

To the Shareholders of

Agricerere S.r.l Società Agricola.

We have audited the accompanying financial statements of Agricerere S.r.l Società Agricola (the “Company”), which comprise the balance sheets as of December 31, 2013 and 2014, and related income statements of operations, change s in shareholders’ equity and cash flows for the years then ended, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements 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’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2013 and 2014, and the results of its operations and its cash flows for the years then ended in accordance with International Financial Reporting Standards.

Milan, March 11 2016

BDO Italia S.p.A.

Giovanni Rovelli

Signed- Partner

Aosta, Bari, Bergamo, Bologna, Brescia, Cagliari, Firenze, Genova, Milano, Napoli, Novara, Padova, Palermo, Pescara, Potenza, Roma, Torino, Treviso, Trieste, Verona, Vicenza

BDO Italia S.p.A. – Sede Legale: Viale Abruzzi, 94 – 20131 Milano – Capitale Sociale Euro 1.000.000 i.v.

Codice Fiscale, Partita IVA e Registro Imprese di Milano n. 07722780967 - R.E.A. Milano 1977842

Iscritta al Registro dei revisori Legali al n. 167911 con D.M. del 15/03/2013 G.U. n. 26 del 02/04/2013

BDO Italia S.p.A., società per azioni italiana, è membro di BDO International Limited, società di diritto inglese (company limited by guarantee), e fa parte della rete internazionale BDO, network di società indipendenti.

AGRICERERE S.r.l. SOCIETA’ AGRICOLA

FINANCIAL STATEMENTS

For the Years Ended 31 December 2013 and 2014

TABLE OF CONTENTS

Financial Statements

Balance Sheets

Statements of Income

Statements of Changes in Shareholders’ Equity

Statements of Comprehensive Income

Statements of Cash Flow

Notes to Financial Statements

AGRICERERE S.r.l. SOCIETA’ AGRICOLA

BALANCE SHEETS

Balance Sheet

31.12.2014

31.12.2013

Intangible assets with a definite useful life

31.050

Property, plant and equipment

4.572.247

4.846.120

Other non-current assets

73.585

TOTAL NON CURRENTS ASSETS

4.676.882

4.853.182

Inventory

686.943

534.607

Trade receivables

280.788

365.648

Other currents assets

1.357.564

1.255.659

Cash and cash equivalents

15.460

171.426

TOTAL CURRENT ASSETS

2.340.755

2.327.340

TOTAL ASSETS

7.017.637

7.180.522

Share capital

20.000

Other reserves

252.718

444.266

Retained earnings

(434.133

(5.688

Current earnings

(287.217

(438.671

(448.632

19.907

Non-current financial liabilities

4.421.788

4.794.539

Other non-current liabilities

1.045.800

Total non-currents liabilities

5.467.588

5.840.339

Current financial liabilities

778.160

373.447

Trade Payables

1.169.563

931.396

Other current liabilities

38.299

15.433

Tax liabilities

12.659

Total current liabilities

1.998.681

1.320.276

TOTAL EQUITY AND LIABILITIES

AGRICERERE S.r.l. SOCIETA’ AGRICOLA 

STATEMENTS OF INCOME

Profit and Loss

Revenues from the sale of goods and services

1.859.144

1.337.303

Total revenues

Costs of purchases, services and other costs

(858.543

(759.989

Costs for services and use leasehold

(471.059

(548.196

Other operating expenses

(11.739

(27.662

Depreciation and Amortization

(311.816

(179.421

Operating costs

(1.653.157

(1.515.268

Net operating income - EBIT

205.987

(177.965

Financial income

Financial expense

(442.543

(308.715

Total financial balance

(442.516

(308.127

Result before taxes

(236.529

(486.092

Income taxes

(50.688

47.421

Net result

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

Description

31.12.12

(loss)   allocation

Profit (Loss)   for the year

31.12.13

Share Capital

Retained earnings/accumalated losses

(2.705

(2.983

Profit(Loss) for the year

14.312

(loss)

31.12.14

(191.548

10.226

(181.322

STATEMENTS OF COMPREHENSIVE INCOME

Comprehensive income

Change in fair value hedging

16.066

Comprehensive result

(478.765

(422.605

STATEMENTS OF CASH FLOW

the year ended

Operating Activities:

Net loss

Adjustments to reconcile net loss to net cash and cash equivalents used in operating activities:

Changes in operating assets and liabilities:

Inventories

(152.336

(77.166

84.860

(365.648

Other current assets

(101.905

(1.003.887

Accounts payable

238.167

(192.556

Current tax liabilities

22.866

Net cash and cash equivalents used in operating activities

128.910

(1.888.777

Investing Activities:

Intangibles

(31.050

Tangible

(37.943

(3.946.063

Other not current assets

Net cash and cash equivalents used in investing activities

(68.993

Financing Activities:

Proceeds of Financial Liabilities

5.246.452

Repayments of Financial Liabilities

(227.313

(725.388

Proceeds/Repayments of Shareholders’ Loan

11.430

428.200

Net cash and cash equivalents provided by financing activities

(215.883

5.995.064

Cash and Cash Equivalents:

Cash and Cash Equivalents, beginning of period

11.202

Cash and Cash Equivalents, end of period

Notes to Financial Statements

Organization and significant accounting policies

Agricerere S.R.L. società Agricola (also defined the “Company”) owns a plant for production of Biogas resulting from the anaerobic digestion of agricultural biomass.

The plant is located in Tromello (Pavia) and has a power of 999kW; the Company is headquartered at Vigevano, in the Street Stropeni 12/14.

At the reporting date, the Company was included in the consolidated statements of Kinexia Group, so Kinexia S.p.A. and Volteo S.p.A. have to be considered as related parties.

Basis of presentation

The financial statements as of the year ended 31 December 2014 (the “Financial Statements”) has been prepared in compliance with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). The Financial Statements has been prepared for the purpose of filing it with the U.S. Securities and Exchange Commission.

The IFRS refers to all “International Financial Reporting Standards”, all “International Accounting Standards” (IAS) and all interpretations of the International Financial Reporting Interpretations Committee (IFRIC), previously called the Standard Interpretations Committee (SIC). Specifically, the IFRS were applied consistently for all the periods presented herein.

No exemptions to IFRS were applied as part of the preparation of these Financial Statements.

The Financial Statements have been prepared on a historical cost basis and the assets and liabilities are presented in the Company financial statements according to the current/non-current classification.

The Financial Statements are presented in Euro which is the functional and presentation currency. All amounts are rounded to the nearest Euro thousand, unless otherwise indicated.

Significant Accounting Policies

Tangible assets

Depreciation and amortization is recorded using the straight-line method over the estimated useful lives of the assets for financial reporting purposes, approximately equal to 15 years. Significant additions or improvements extending assets’ useful lives are capitalized; normal maintenance and repair costs are expensed as incurred. When items are sold or retired, related gains or losses are included in the statement of income.

Impairment of long-lived assets:

Long-lived assets, including property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets. No impairment has been recognized in fiscal 2014.

Intangible assets with a finite useful life

Intangible assets consist of non-monetary and separately identifiable assets, which can be controlled and are expected to generate future economic benefits. Such assets are recognized at acquisition and/or production cost, including directly attributable expenses to make the asset ready for use, net of accumulated amortization charges and any impairment losses.

The costs incurred internally to develop new services and platforms are considered intangible assets generated internally and are recognized as assets only if the following requirements are met:

the cost incurred for the development of the assets can be reliably measured;

the entity has the intention, the availability of financial resources, the ability to complete the assets and to use or sell them;

it can be demonstrated that the assets are able to produce future economic benefits.

Capitalized development costs include only expenses incurred that can be directly attributed to the process of developing new products and services.

Intangible assets with a finite useful life are amortised on a straight-line basis over their useful lives and are tested for impairment when circumstances indicate that the carrying value may be impaired. The amortization period and the amortization method for intangible assets with a finite useful lives are reviewed at least at each reporting date.

Changes in expected useful lives, or in the way the future economic benefits will be generated by the assets, are either recognized through a change in the period or in the amortisation method and are accounted for as changes in accounting estimates. The amortisation charges for intangible assets with a finite useful life are classified in the statement of income, in the costs appropriate for the function of the related intangible assets.

Financial assets

Initial recognition and measurement

Financial assets are classified, at initial recognition, as financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments, financial assets available-for-sale, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. All financial assets are recognized initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset.

Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the market place (regular way trades) are recognized on the trade date, i.e., the date that the Company commits to purchase or sell the asset.

Subsequent measurement

For purposes of subsequent measurement, financial assets are classified in four categories:

Financial assets at fair value through profit or loss;

Loans and receivables;

Held-to-maturity investments;

Financial assets available-for-sale;

Impairment of financial assets;

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss include financial assets held for trading and financial assets designated upon initial recognition at fair value through profit or loss. Financial assets are classified as held for trading if they are acquired for the purpose of selling or repurchasing in the near term. Derivatives, including separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments as defined by IAS 39. The Group has not designated any financial assets at fair value through profit or loss. Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with net changes in fair value presented as financial expenses (negative net changes in fair value) or

Financial income (positive net changes in fair value) in the statement of income. Derivatives embedded in host contracts are accounted for as separate derivatives and recorded at fair value if their economic characteristics and risks are not closely related to those of the host contracts and the host contracts are not held for trading or designated at fair value though profit or loss. These embedded derivatives are measured at fair value with changes in fair value recognized in the statement of income. Re-assessment only occurs if there is either a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required or a reclassification of a financial asset out of the fair value through profit or loss.

Loans and receivables

Loans and receivables are non-derivative financial assets, with fixed or determinable payments that are not quoted in an active market. After initial recognition, these financial assets are subsequently measured at amortized cost using the effective interest rate method, less impairment. The amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate. The effective interest rate amortization is recognized as financial income in the statement of income. The losses arising from impairment are recognized in the statement of income as financial expenses for loan and in cost of sales or other operating expenses for receivables. This category generally applies to trade and other receivables.

Held-to-maturity investments

Non-derivative financial assets with fixed or determinable payments and fixed maturities are classified as held to maturity when the Company has the positive intention and ability to hold them to maturity. After initial measurement, held to maturity investments are measured at amortized cost using the effective interest rate method, less impairment. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate. The effective interest rate amortization is recognized as financial income in the statement of income. The losses arising from impairment are recognized in the statement of income as financial expenses.

Financial assets available-for-sale

Financial assets available-for-sale include equity investments and debt securities. Equity investments classified as available-for-sale are those that are neither classified as held for trading nor designated at fair value through profit or loss. Debt securities in this category are those that are intended to be held for an indefinite period of time and that may be sold in response to needs for liquidity or in response to changes in the market conditions. After initial measurement, financial assets available-for-sale are subsequently measured at fair value with unrealized gains or losses recognized in other comprehensive income and credited in the available-for-sale reserve until the investment is derecognized, at which time the cumulative gain or loss is recognized as other operating income or expenses, or the investment is determined to be impaired, when the cumulative loss is reclassified from the available-for-sale reserve to the statement of income as financial expenses. Interest earned whilst holding financial assets available-for-sale is recognized as financial income using the effective interest rate method.

Impairment of financial assets

The Company assesses, at each reporting date, whether there is objective evidence that a financial asset is impaired. An impairment exists if one or more events that has occurred since the initial recognition of the asset (an incurred ‘loss event’), has an impact on the estimated future cash flows of the financial asset or the company of financial assets that can be reliably estimated. Evidence of impairment may include indications that the debtors or a company of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganization and observable data indicating that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults.

For financial assets carried at amortized cost, the Company first assesses whether impairment exists individually for financial assets that are individually significant, or collectively for financial assets that are not individually significant. If the Company determines that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, it includes the asset in a company of financial assets with similar credit risk characteristics and collectively assesses them for impairment. Assets that are individually assessed for impairment and for which an impairment loss is, or continues to be, recognized are not included in a collective assessment of impairment.

The amount of any impairment loss identified is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future expected credit losses that have not yet been incurred). The present value of the estimated future cash flows is discounted at the financial asset’s original effective interest rate.

The carrying amount of the asset is reduced through the use of an allowance account and the loss is recognized in statement of income. Interest income (recorded as financial income in the statement of income) continues to be accrued on the reduced carrying amount and is accrued using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss. Loans together with the associated allowance are written off when there is no realistic prospect of future recovery and all collateral has been realized or has been transferred to the Company. If, in a subsequent period, the amount of the estimated impairment loss increases or decreases because of an event occurring after the impairment was recognized, the previously recognized impairment loss is increased or reduced by adjusting the allowance account. If a write-off is later recovered, the recovery is recognized as financial expenses in the statement of income. For financial assets available for sale, the Company assesses at each reporting date whether there is objective evidence that an investment or a company of investments is impaired.

Inventories are stated at the lower of cost or market on a weighted average cost basis.

Cash and cash equivalents include cash on hand, cash at bank, short term deposits and other short-term and highly liquid financial investments that are readily convertible into cash, or that can be converted into cash within 90 days from the original date of acquisition, without any significant risk related to change in value.

Financial liability

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the effective interest rate method. Gains and losses are recognized in the statement of income when the liabilities are derecognized as well as through the effective interest rate amortization process.

Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate. The effective interest rate amortization is included as financial expenses in the statement of income.

Trade and other payables

Trade and other payables are initially recognized at fair value, net of directly attributable costs. Trade and other payables are subsequently measured at amortized cost, applying the effective interest rate method. When a change, which can be reliably estimated, in the expected cash flows, the value of the liabilities is recalculated to reflect that change on the basis of the present value of the expected cash flows and the internal rate of return determined at inception.

The derivatives are valued at fair value.

Provisions for risks and charges

Provisions for risks and charges are recognized for identified losses and charges that are certain or likely to exist, for which the amount and/or timing cannot be determined. The provisions are recognized only when there is a current obligation (legal or constructive) for a future outflow of economic resources as a result of past events, and it is likely that such outflow will be required to settle the obligation. The amount represents the best estimate of the cost to settle the obligation. The rate used to calculate the present value of the provision reflects current market values and takes into consideration the specific risk associated with each liability.

When the effect of the time is material from a financial perspective and the obligation payment dates can be reliably estimated, the provisions are measured at the present value of the expected outflow using a rate which reflects market conditions, changes in the cost of money over the period and the specific risk related to the obligation. The increase in the value of the provision due to changes in the cost of money over time is accounted for as a financial expense.

No provisions are recognized for risks that will only possibly result in a liability. These risks are only disclosed in the specific section on contingent liabilities.

Revenue recognition

Revenue from the sale of goods is measured at the fair value of the consideration received or receivable, taking into account the value of any returns, allowances, trade discounts and quantity-related premiums. Revenue is recognized when the significant risks and rewards of ownership of the goods are transferred to the buyer, when the consideration is likely to be cashed-in, the related costs or any refunding of goods can be reliably estimated, and if management ceases to exercise the ongoing level of activity usually associated with the ownership of the good sold. The transfer of risks and rewards usually coincides with the delivery to the customer, which corresponds to the delivery of the goods to the carrier.

Cost recognition

Costs are recognized upon the acquisition of good or the service is performed.

Current tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date in the countries where the Company operates and generates taxable income. Current income tax relating to items recognized directly in shareholders’ equity is recognized in shareholders’ equity and not in the statement of income. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred taxes are calculated using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.

Deferred tax assets are recognized for all deductible temporary differences, the carry-forward of unused tax credits and unused tax losses. Deferred tax assets are recognized to the extent that it is likely that sufficient future taxable profit will be available against which the deductible temporary differences and the carry-forward of unused tax losses.

Deferred tax assets and liabilities are measured using the tax rates expected to be applicable in the years in which the assets will be realized or the liabilities will be settled, on the basis of the tax rates that have been enacted or substantively enacted at the reporting date.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are re-assessed at each reporting date and are recognized to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Current, deferred tax assets and liabilities are recognized in the statement of income, except those related to items directly accounted for in the shareholders’ equity for which the tax effect is recognized directly in shareholders’ equity as well.

Balance Sheet Notes

Property Plant and equipment

The following table provides the detail as of December 31, 2014 compared with December 31, 2013:

Tangible Assets

Increase

Decrease

Land and Buildings

172.985

170.410

Plant and machinery

4.673.135

36.173

307.471

4.401.837

Other Assets

37.938

311.811

Land and Buildings refer to the land owned, where the plant is located, and it amounts to Euro 172.985 in 2013 and Euro 170.410 in 2014.

Land has an indefinite useful life.

Plant and Machinery refer to plant for production of Biogas resulting from the anaerobic digestion of agricultural biomass, and it amounts to Euro 4.673.135 in 2013 and Euro 4.401.837 in 2014.

The book value of the Plant and Machinery included interest cost for Euro 10.000.

The useful life of the plant is estimated as 15 years.

As of 31 December 2013 and 2014, no assets were used as collaterals to third parties, apart a specific guaranty for borrowings.

Furthermore over the two-year period, there was no indications of any potential impairment of plant and equipment.

The following table sets forth the breakdown of the historical cost, accumulated depreciation and net carrying amount of plant and equipment at December 31, 2014 and December 31, 2013:

Hist.cost

Acc. Depr.

Net carrying amount

Intangible Assets

174.487

172.984

170.409

4.861.325

188.190

5.056.620

499.199

4.557.421

5.035.812

189.693

5.232.872

505.042

4.727.831

The Intangible Assets are increasing for an amount of Euro 31.055 during the 2014.

Ammortization

Other non current assets

Other non-current refer to deferred tax assets accrued on negative impact of fair value hedging instrument on equity.

Other non current assets

Total other non current assets

Inventories include the agricultural waste in stock and it increase in 2014 due to increase in production of energy.

Materials, supplies and consumables

Total Inventory

Trade Receivables

Trade receivables refer for the sale of the energy produced to plant.

Receivables due from customers

Total Trade Receivables

The company has no allowance for doubtful accounts due to the fact that the company has a unique client (public Entitiy GSE)

releases

Allowance for doubtfull account

Other current Assets

Other current assets amount to Euro 1.357.564 as of December 31, 2014 (Euro 1.255.659 as of December 31, 2013) and are detailed below:

Tax receivables

1.328.207

1.158.062

Advances to suppliers

11.755

17.060

Prepayments and deferred costs

11.704

18.321

Other receivables

26.219

Financial receivables from parent company

35.997

Total other current assets

Tax receivables amount to Euro 1.328.207 (Euro 1.158.062 as of December 31, 2013), and refers to VAT reimbursement.

Prepayments and deferred costs mainly refer to the expenses incurred during the initial phase of startup of the plant.

Financial receivables from parent company refer to the receivables to Kinexia S.p.A. for the tax consolidation. 

Profit (Loss)

The increase of the Other Reserve amounts to Euro 444.266 and refers principally to the partial waiver of the shareholder Volteo Energie S.p.A.;

The loss of the year 2012 is allocated to the accumulated losses.

(loss) allocation

for the year

The Other Reserves amounts to Euro 252.718, and decreased of Euro 191.548 during the 2014, due to the negative impact on equity, net of taxes, related to the fair value of hedging instruments.

The loss of the year 2013 is allocated to the accumulated losses.

Non – Current / Other Non current Financial Liabilities

Non current liabilities

Loans - Line VAT

1.039.000

Loans - Line BASE

3.382.788

3.755.539

Other financial liabilities

Total Non current liabilities

The loans as of December 31, 2014, amount to Euro 4.421.788, and refer to the long term loan signed with Bank IMI in February 25, 2013. The expiration of this loan is at June 30, 2026. The decrease in 2014 is related to the reclassification from long term to short term.

Other financial liabilities, amount to Euro 1.045.800 as of December 31, 2014 and 2013, and refer to junior loan received by the shareholders.

Current Financial Liabilities

The following table provides a detail of the Current Financial Liabilities as of December 31, 2014:

395.672

289.025

Bank overdraft

Fair value hedging

242.325

(22.160

140.163

106.504

Total current financial liabilities

Current Financial Liabilities amount to Euro 778.160 as of December 31, 2014 (Euro 373.447 as of December 31, 2013) mainly refer to the current portion of non-current loan with Bank IMI (Euro 395.672).

The caption of Euro 242.325, refers to the negative fair value at December 31, 2014 of the derivative instrument signed by the Company for hedging purposes.

The increase of “Other financial liabilities”, amount Euro 33.659, is due to the conversion of the loan received by the shareholders into a subordinated loan.

Trade Payables amount to Euro 1.169.563 (Euro 931.396 as of December 31, 2013), are details below:

Trade payables

Due to suppliers

1.114.788

667.235

Due to Kinexia S.p.A.

26.324

Due to Volteo Energie S.p.A.

26.575

237.837

Total trade payables

The Trade Payables to Volteo Energie S.p.A. are mainly referred to the contract of operation and maintenance (O&M) for the plant of Biogas.

Profit and Loss Notes

The breakdown of revenue at December 31, 2014, and 2013 is as follow:

Revenues from energy sales

1.634.705

1.299.151

Other revenues

224.439

38.152

As detailed in the table, the Energy segment represented more than 90% of firm revenues for the year ended December 31, 2014.

“Revenues from energy” refer to revenues from the sale of electricity to GSE, produced by the plant (with a power of 999Kw).

In 2014 the increase in other revenues mainly refer to an one off non-recurring item (penalty compensation linked to the performance of the plant)

The following table sets forth the breakdown of costs of raw materials, including change in inventories, for the years ended December 31, 2014 and 2013:

Cost of purchases

Purchases of raw materials and goods for resale

(1.010.879

(837.155

Changes in inventories

The increase in purchases of raw materials and goods for resale is mainly due to support the growth of the business over the two year period 2014-2013.

Cost of services

The following table sets forth the breakdown of costs of services for the years ended December 31, 2014, and 2013:

Cost for services

Leases

(1.668

(3.521

(119.455

Capitalised costs

Maintenances

(234.006

(144.362

Services

(182.886

(187.866

Assurance

(20.217

(23.928

Consulting

(10.416

(8.648

(21.866

(64.059

Costs of services for the year ended December 31, 2014 and 2013 amounted to Euro 471.059 and Euro 548.196 respectively.

The decrease in rents is due to the suspension of the rental contracts relating to the farming land.

The following table sets forth the breakdown of depreciation, amortization and write-downs for the years ended December 31, 2014 and 2013:

Intangibles assets

Tangibles assets

(311.811

The depreciation of tangible assets, amount to Euro 311.816 as of December 31, 2014, mainly refer to the depreciation of the plant and equipment.

The following table sets forth the breakdown of financial expenses for the years ended December 31, 2014 and 2013:

Financial expenses

Interest expenses

(382.098

(268.513

Bank expenses

(12.213

(13.983

(48.232

(26.219

Interest expenses include charges on bank account and on outstanding loans.

Tax benefit/income

The following table sets forth the breakdown of tax benefit/income taxes for the years ended December 31, 2014 and 2013:

Current taxes

(12.659

(6.414

12.916

Consolidation charges/gains

(31.615

34.505

Deferred taxes are calculated to the temporary deductible differences between statutory net results and IFRS net results.

Loans by Maturity date

The following table sets forth the breakdown by bank and maturity of the loans at 31 December 2013:

Bank Loan

233.012

279.614

275.582

279.166

2.923.852

Bank Loan Line VAT

The following table sets forth the breakdown by bank and maturity of the loans at 31 December 2014:

284.544

2.639.309

In 2013 the company signed a financial agreement with Banca IMI in order to obtain a financial borrowing of Euro 5.520.000 to finance the construction of the plant.

This loan has a final expiration of June 2026 (June 2016 for the loan Line VAT) and bears an interest rate Euribor/6 months + spread. Repayment of interests and capital is every 6 months.

Disclosure on financial instruments

The following table includes the disclosure on financial instruments at 2013.

Fair Value

Level 3

The following table includes the disclosure on financial instruments at 2014.

73.585,00

280.788,00

1.357.564,00

15.460,00

The difference of the value of hedging derivative between opening balance sheet and of closing has been accounted to Other Comprensive Income.

In 2013 the company signed a financial arrangement, in order to reduce the risk of unexpected variation on cash flow for interests linked to the loan of Banca IMI. This contract (swap fixed and variable interest rate) will expire on June 2026 and its fair value was positive, 22.000€ at FY 2013 and negative (242.000€) at FY 2014.

Commitments and collaterals given by the Company

In 2014 the company gave a special guaranty of approximately 190.000€ related to VAT reimbursement.

Types of financial risk

The Company is primarily exposed to financial risks related to interest rate fluctuations.

Credit risk is quite not relevant due to the fact that revenues are in respect of Public sector (GSE).

Liquidity risk is not significant because the company is able to match financial inflow and outflow

Contingent liabilities

Aside from the information provided in the section on provisions for risks and charges, there are no legal or tax proceedings ongoing against the Company.

Extraordinary and/or unusual transactions

There are no unusual transaction to report.

Related Parties

We report a detail about the amount linked to operation with the related parties to December 31, 2014:

222.926

We report a detail about the amount linked to operation with the related parties to December 31, 2013:

208.262

11.420

Subsequent Events after the reporting period

There are no significant events after the reporting date to report.

Agrielektra S.r.l. Societ

Independent auditors’ report

GRO/ACD/ggn - RC030932015BD0544

INDEPENDENT AUDITORS’ REPORT

Agrielektra S.r.l Società Agricola

We have audited the accompanying financial statements of Agrielektra S.r.l Società Agricola. (the “Company”), which comprise the balance sheets as of December 31, 2013 and 2014, and related income statements of operations, changes in shareholders’ equity and cash flows for the years then ended, and the related notes to the financial statements.

Aosta, Bari, Bergamo, Bologna, Brescia, Cagliari, Firenze, Genova, Milano, Napoli, Novara, Padova, Palermo, Pescara, Potenza, Roma, Torino, Treviso,

Trieste, Verona, Vicenza

BDO Italia S.p.A. – Sede Legale: Viale Abruzzi, 94 – 20131 Milano – Capitale Sociale Euro 1.000.000 i.v.

Codice Fiscale, Partita IVA e Registro Imprese di Milano n. 07722780967 - R.E.A. Milano 1977842

Iscritta al Registro dei revisori Legali al n. 167911 con D.M. del 15/03/2013 G.U. n. 26 del 02/04/2013

BDO Italia S.p.A., società per azioni italiana, è membro di BDO International Limited, società di diritto inglese (company limited by guarantee), e fa parte della rete internazionale BDO, network di società indipendenti.

AGRIELEKTRA S.r.l. SOCIETA’ AGRICOLA

Statements of Comprehensive Income

AGRIELEKTRA S.r.l. SOCIETA’ AGRICOLA 

10.553

4.584.234

4.788.155

68.119

24.262

4.662.906

4.812.417

760.335

576.793

286.449

379.089

1.337.667

1.242.039

20.954

198.167

2.405.405

2.396.088

7.068.311

7.208.505

342.624

(416.046

(7.257

(295.053

(413.010

(348.475

43.999

4.445.456

4.821.168

Total non.currents liabilities

5.491.256

5.866.968

824.173

321.429

1.048.663

950.465

39.063

25.644

13.631

1.925.530

1.297.538

1.656.538

1.549.030

(779.225

(910.288

(310.489

(510.237

(54.211

(13.269

(305.893

(224.156

(1.449.818

(1.657.950

206.720

(108.920

(439.139

(349.980

(439.114

(349.675

(232.394

(458.595

(62.659

45.585

31.12.2012

(Loss)

(2.697

(4.560

Profit (Loss) for the year

12.743

(101.642

(97.421

Change in fair vale hedging

(191.642

(486.695

(396.944

(183.542

(108.412

92.640

(379.089

(95.628

(970.786

98.198

(61.503

13.419

19.177

(50.442

(1.689.728

(10.553

(101.972

(3.923.520

(112.525

5.263.481

(108.577

(942.961

94.331

(14.246

5.794.520

16.895

Notes To Financial Statements

Agrielektra S.R.L. società Agricola (also defined the “Company”) owns a plant for production of Biogas resulting from the anaerobic digestion of agricultural biomass.

The plant is located in Alagna (Pavia) and has a power of 999kW; the Company is headquartered at Vigevano, in the Street Stropeni 12/14.

Depreciation and amortization is recorded using the straight-line method over the estimated useful lives of the assets for financial reporting purposes, appoximately equal to 15 years. Significant additions or improvements extending assets’ useful lives are capitalized; normal maintenance and repair costs are expensed as incurred. When items are sold or retired, related gains or losses are included in the statement of income.

Intangible assets with a finite useful life are amortized on a straight-line basis over their useful lives and are tested for impairment when circumstances indicate that the carrying value may be impaired. The amortization period and the amortization method for intangible assets with a finite useful lives are reviewed at least at each reporting date.

Changes in expected useful lives, or in the way the future economic benefits will be generated by the assets, are either recognized through a change in the period or in the amortization method and are accounted for as changes in accounting estimates. The amortization charges for intangible assets with a finite useful life are classified in the statement of income, in the costs appropriate for the function of the related intangible assets.

Financial assets at fair value through profit or loss include financial assets held for trading and financial assets designated upon initial recognition at fair value through profit or loss. Financial assets are classified as held for trading if they are acquired for the purpose of selling or repurchasing in the near term. Derivatives, including separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments as defined by IAS 39. The Group has not designated any financial assets at fair value through profit or loss. Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with net changes in fair value presented as financial expenses (negative net changes in fair value) or financial income (positive net changes in fair value) in the statement of income. Derivatives embedded in host contracts are accounted for as separate derivatives and recorded at fair value if their economic characteristics and risks are not closely related to those of the host contracts and the host contracts are not held for trading or designated at fair value though profit or loss. These embedded derivatives are measured at fair value with changes in fair value recognized in the statement of income. Re-assessment only occurs if there is either a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required or a reclassification of a financial asset out of the fair value through profit or loss.

Inventories are stated at the lower of cost or market on a weighted average cost basis.

Cash and cash equivalents include cash on hand, cash at bank, short term deposits and other short-term and highly liquid financial investments that are readily convertible into cash, or that can be converted into cash within 90 days from the original date of acquisition, without any significant risk related to change in value.

The derivatives are valued at fair value.

152.675

152.285

4.635.480

99.980

303.512

4.431.948

101.960

305.882

Land and Buildings refer to the land owned, where the plant is located, and it amounts to Euro 152.675 in 2013 and Euro 152.285 in 2014.

Plant and Machinery refer to plant for production of Biogas resulting from the anaerobic digestion of agricultural biomass, and it amounts to Euro 4.635.480 in 2013 and Euro 4.401.837 in 2014.

The book value of the Plant and Machinery included interest cost for Euro 18.000.

As of 31 December 2013 and 2014, no assets were used as collaterals to third parties, apart a specific guaranty for borrowings.

152.967

152.674

4.877.564

242.083

4.635.481

4.977.544

545.595

4.431.949

5.030.530

242.375

5.132.491

548.257

The Intangible Assets are increasing for an amount of Euro 10.564 during the 2014.

Other non-current refer to deferred tax assets accrued on negative impact of fair value hedging instruments on equity.

65.119

Deposits

23.000

Total other non-current assets

The company has no allowance for doubtful accounts due to the fact that the company has a unique client (public Entitiy GSE).

Allowance for doubtfulls account

Other current assets amount to Euro 1.337.667 as of December 31, 2014 (Euro 1.242.039 as of December 31, 2013) and are detailed below:

1.238.424

1.143.405

86.502

13.554

12.020

18.472

40.389

Tax receivables amount to Euro 1.238.424 (Euro 1.143.405 as of December 31, 2013), and refer to VAT reimbursement.

The Company has claimed for refund of the input VAT for the year 2012 (Euro 174.084) and year 2013 (Euro 774.375).

Prepayments and deferred costs, as of December 31, 2014, amount to Euro 12.020 and mainly refer to the expenses incurred during the initial phase of startup of the plant.

Financial receivables from parent company, as of December 31, 2014, amount to Euro 721 and refer to the receivables to Kinexia S.p.A. for the tax consolidation.

(loss) allocation

Profit   (loss)   allocation

The Other Reserves amounts to Euro 342.624, and decreased of Euro 101.642 during the 2014, due to the negative impact on equity, net of taxes, related to the fair value of hedging instrument.

The loss of the year 2014 amounts to Euro 295.053.

Non – Current / Other Non-current Financial Liabilities

3.406.456

3.782.168

The loans as of December 31, 2014, amount to Euro 4.445.456, and refer to the long term loan signed with Bank IMI in February 25, 2013. The expiration of this loan is at June 30, 2026. The decrease in 2014 is related to the reclassification from long term to short term.

Other financial liabilities, amount to Euro 1.045.800 as of December 31, 2013 and 2014, and refer to junior loan received by the shareholders.

Fair vale hedging

186.176

54.486

Current Financial Liabilities amount to Euro 824.173 as of December 31, 2014 (Euro 321.429 as of December 31, 2013) mainly refer to the current portion of non-current loan with Bank IMI (Euro 395.672).

The caption of Euro 242.325 refers to the negative fair value at December 31, 2014 of the derivative instrument signed by the Company for hedging purposes.

The increase of “Other financial liabilities”, amount Euro 131.690, is due to the conversion of the loan received by the shareholders into a subordinated loan.

Trade Payables amount to Euro 1.048.663 (Euro 950.465 as of December 31, 2013), are details below:

894.754

672.464

30.166

28.290

123.743

249.711

Trade Payables to Volteo Energie S.p.A. refer to the contract of operation and maintenance (O&M) for the plant of Biogas.

1.542.509

1.520.900

114.029

28.130

As detailed in the table, the Energy segment represented more than 80% of firm revenues for the years ended December 31, 2014 and 2013.

(962.767

(1.018.699

108.411

(1.665

(1.901

(117.032

(225.681

(199.587

(28.524

(95.789

(20.210

(23.105

(11.488

(9.336

(22.921

(67.131

Costs of services for the year ended December 31, 2014 and 2013 amounted to Euro 310.489, and Euro 510.237 respectively.

The decrease in rents is due to the suspension of the rental contracts relating to the faming land.

The increase in maintenances cost is due to the increase of the business activity of the energy plant.

In 2013 costs for services were affected by one-off non-recurring costs for about 60.000€.

(305.882

The increase of the depreciation and amortization is mainly due to the depreciation of plant and equipment.

(378.872

(309.967

(12.035

(13.794

(13.631

(8.984

(40.044

38.466

The following table sets forth the breakdown by bank and maturity of the loans at 31 December 2014:

In 2013 the company gives a special guaranty of about 382.000€ related to potential environmental risks, in 2014 this caption increase to 566.000€ and includes a special guaranty for VAT reimbursement.

The Company is primarily exposed to financial risks related to interest rate fluctuations and liquidity risk.

113.656

285.292

25.050

22.197

There are no significant events after the reporting date to report.

Agrisorse S.r.l. Societ

 GRO/ACD/ggn - RC030942015BD0547 

Agrisorse S.r.l Società Agricola.

We have audited the accompanying financial statements of Agrisorse S.r.l Società Agricola. (the “Company”), which comprise the balance sheets as of December 31, 2013 and 2014, and related income statements of operations, changes in shareholders’ equity and cash flows for the years then ended, and the related notes to the financial statements.

Aosta, Bari, Bergamo, Bologna, Brescia, Cagliari, Firenze, Genova, Milano, Napoli, Novara, Padova, Palermo, Pescara, Potenza, Roma, Torino, Treviso, Trieste, Verona, Vicenza

AGRISORSE S.r.l. SOCIETA’ AGRICOLA

Balance Sheets

Statements of Income

Statements of Changes in Shareholders’ Equity

Statements of Comprehensive Income

Statements of Cash Flow

AGRISORSE S.r.l. SOCIETA’ AGRICOLA

10.557

4.449.744

4.747.987

67.991

4.528.292

4.749.854

617.400

555.557

314.987

347.027

1.365.603

1.274.984

11.682

186.671

2.309.672

2.364.239

6.837.964

7.114.093

292.730

(676.789

(5.690

(92.617

(675.088

(456.676

(216.512

4.434.860

4.809.241

5.480.660

5.855.041

780.883

372.373

981.075

1.078.098

38.503

25.093

13.519

1.813.980

1.475.564

1.941.000

1.380.815

Other operating income

(905.248

(804.047

(323.519

(614.241

Labour costs

(13.146

(153.198

(300.125

(202.003

(1.542.038

(1.773.489

398.962

(392.674

(440.520

(335.521

(440.494

(334.928

(41.532

(727.602

(51.085

52.514

Profit (loss) allocation

Profit (Loss) of the year

Retained earnings/accumulated losses

(2.704

(2.986

14.310

(151.536

(147.547

(191.536

(284.153

(659.022

Adjustments to reconcile net loss to net cash and cash equivalents used in operating activities:

 Inventories

(61.843

(103.867

 Trade receivable

32.040

(347.027

 Other current assets

43.691

(1.042.377

 Accounts payable

(97.023

123.048

 Current tax liabilities

13.410

19.182

151.302

(1.824.207

(10.557

Purchase of property and equipment

(3.907.844

(8.682

5.255.837

(357.717

(821.758

40.108

(317.609

5.908.079

10.643

Agrisorse S.R.L. società Agricola (also defined the “Company”) owns a plant for production of Biogas resulting from the anaerobic digestion of agricultural biomass.

The plant is located in Garlasco (Pavia) and has a power of 999kW; the Company is headquartered at Vigevano, in the Street Stropeni 12/14.

the cost incurred for the development of the assets can be reliably measured;

the entity has the intention, the availability of financial resources, the ability to complete the assets and to use or sell them;

it can be demonstrated that the assets are able to produce future economic benefits.

Financial assets at fair value through profit or loss;

The Group has not designated any financial assets at fair value through profit or loss. Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with net changes in fair value presented as financial expenses (negative net changes in fair value) or financial income (positive net changes in fair value) in the statement of income.

Derivatives embedded in host contracts are accounted for as separate derivatives and recorded at fair value if their economic characteristics and risks are not closely related to those of the host contracts and the host contracts are not held for trading or designated at fair value though profit or loss. These embedded derivatives are measured at fair value with changes in fair value recognized in the statement of income. Re-assessment only occurs if there is either a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required or a reclassification of a financial asset out of the fair value through profit or loss.

142.221

141.789

4.605.766

297.932

4.307.955

300.118

Land and Buildings refer to the land owned, where the plant is located, and it amounts to Euro 142.221 in 2013 and Euro 141.789 in 2014.

Plant and Machinery refer to plant for production of Biogas resulting from the anaerobic digestion of agricultural biomass, and it amounts to Euro 4.605.766 in 2013 and Euro 4.307.955 in 2014.

The book value of the Plant and Machinery included interest cost for Euro 14.000.

142.509

142.220

4.819.321

213.555

4.605.767

4.819.442

511.487

4.961.831

213.844

4.963.706

513.961

The Intangible Assets are increasing for an amount of Euro 10.557 during the 2014.

Inventories include the agricultural waste in stock as of December 31, 2014.

Trade receivables refer for the sale of the energy produced to plant.

The company has no allowance for doubtful accounts due to the fact that the company has a unique client (public Entity GSE).

Other current assets amount to Euro 1.365.603 as of December 31, 2014 (Euro 1.274.984 as of December 31, 2013) and are detailed below:

1.310.504

1.167.968

27.310

16.605

11.529

17.935

26.220

16.260

46.256

Tax receivables amount to Euro 1.310.504 (Euro 1.167.968 as of December 31, 2013), and refers to VAT reimbursement.

The Company has claimed for refund of the input VAT for the year 2012 (Euro 170.143) and year 2013 (Euro 770.175).

Prepayments and deferred costs, as of December 31, 2014, amount to Euro 11.529 and mainly refer to the expenses incurred during the initial phase of startup of the plant.

Financial receivables from parent company, as of December 31, 2014, amount to Euro 16.260 and refer to the receivables to Kinexia S.p.A. for the tax consolidation.

of the year

The Other Reserve amounts to Euro 292.730, and decreased of Euro 151.536 during the 2014, due to the negative impact on equity, net of taxes, related to the fair value of hedging instrument.

The loss of the year 2014 amounts to Euro 92.617.

3.395.860

3.770.241

The loans as of December 31, 2014, amount to Euro 4.434.860, and refer to the long term loan signed with Bank IMI in February 25, 2013. The expiration of this loan is at June 30, 2026. The decrease in 2014 is related to the reclassification from long term to short term.

Other financial liabilities, amount to Euro 1.045.800 as of December 31, 2013 and 2014, and refer to a junior loan received by the shareholders.

142.886

105.508

Current Financial Liabilities amount to Euro 780.883 as of December 31, 2014 (Euro 372.373 as of December 31, 2013) mainly refer to the current portion of non-current loan with Bank IMI (Euro 395.672).

The increase of “Other financial liabilities”, amount Euro 37.378, is due to the conversion of the loan received by the shareholders into subordinated loan.

Trade Payables amount to Euro 981.075 (Euro 1.078.098 as of December 31, 2013), are details below:

894.291

821.657

29.011

27.135

57.773

229.306

1.761.456

1.352.970

179.544

27.845

As detailed in the table, the Energy segment represented more than 80% of firm revenues for the years ended December 31, 2014 and 2013.

(967.092

(907.914

(59.178

61.844

(42.023

(101.201

The increase in purchases of raw materials and goods for resale was mainly due to support the growth of the business over the two year period 2014-2013.

(1.670

(115.773

(245.851

(173.402

(23.353

(229.081

(20.231

(22.986

(9.919

(9.789

(22.495

(64.951

Costs of services for the year ended December 31, 2014 and 2013 amounted to Euro 323.519, and Euro 614.241 respectively.

In 2013 costs for services were affected by one-off non-recurring cost for about 190.000€.

The increase in maintenance cost is direct result of the increase of the business activity of the energy plant.

(300.118

The trend of depreciation and amortization over the two year period reflects the depreciation of plant and equipment and the amortization of intangible assets based on their estimated useful lives and is influenced by investments made during the two year period.

(380.237

(295.472

(12.050

(13.830

(48.233

Interest expense includes charges on current bank advances and on outstanding loans.

(13.519

(6.718

(30.848

44.793

Deferred taxes are calculated to the temporary deductible differences between statutory net result and IFRS net result.

In 2013 the company signed a financial arrangement, in order to reduce the risk of unexpected variation on cash flow for interests linked to the loan of Banca IMI. This contract (swap fixed and variable interest rate) will expire on June 2026 and its fair value was positive, 22.000€ at FY 20143 and negative (242.000€) at FY 2014.

In 2014 the company gives a special guaranty of about 180.000€ related to VAT reimbursement.

Credit risk is quite not relevant due to the fact that revenues are in respect of Public sector (GSE).

Liquidity risk is not significant because the company is able to match financial inflow and outflow.

178.696

304.493

228.654

21.250

There are no significant events after the reporting date to report.

á Agricola

 Gefa S.r.l

GRO/ACD/ggn - RC030932015BD0545

Società Agricola Gefa S.r.l.

SOCIETA’ AGRICOLA GEFA S.r.l.

SOCIETA’ AGRICOLA GEFA S.r.l.

4.615.203

4.895.396

78.643

11.949

4.693.846

4.907.346

677.440

530.164

326.200

375.005

1.344.474

1.284.187

Current financial assets

103.131

200.184

2.451.245

2.389.540

7.145.091

7.296.886

277.762

445.973

(287.071

207.348

(82.696

(494.419

(72.005

178.902

4.428.134

4.823.807

1.077.066

5.505.200

5.869.607

698.444

318.180

959.933

910.564

37.825

19.389

15.694

1.711.896

1.248.377

1.877.179

1.456.857

(805.212

(831.051

(314.952

(575.555

(18.991

(7.600

(331.639

(231.306

(1.470.794

(1.645.512

406.385

(188.655

(418.947

(358.780

(418.921

(358.761

(12.536

(547.416

(70.160

52.997

Net Result

(loss)

220.113

(12.765

227.348

(loss)

(168.211

(190.608

(273.304

(478.353

Adjustments to reconcile net loss to net cash and cash equivalents

(147.276

(53.187

48.805

(375.005

(60.287

(1.009.941

49.369

493.566

15.450

18.436

14.152

173.440

(1.193.671

(51.445

(3.825.958

5.261.852

(242.589

(1.516.234

Proceeds/Repayments of Shareholders’ Loans

23.541

(219.048

5.219.618

Gefa Società Agricola S.r.l. (also defined the “Company”) owns a plant for production of Biogas resulting from the anaerobic digestion of agricultural biomass.

The plant is located in Dorno (Pavia) and has a power of 999kW; the Company is headquartered at Vigevano, in the Street Stropeni 12.

Depreciation and amortization is recorded using the straight-line method over the estimated useful lives of the assets for financial reporting purposes, which equals approximately 15 years. Significant additions or improvements extending assets’ useful lives are capitalized; normal maintenance and repair costs are expensed as incurred. When items are sold or retired, related gains or losses are included in the statement of income.

155.675

4.739.721

52.489

329.967

4.459.528

Industrial equipment

Intangible in course

54.160

331.638

Land and Buildings refer to the land owned, where the plant is located, and it amounts to Euro 155.675 in 2013 and Euro 155.675 in 2014.

Plant and Machinery refer to plant for production of Biogas resulting from the anaerobic digestion of agricultural biomass, and it amounts to Euro 4.739.721 in 2013 and Euro 4.459.528 in 2014.

The book value of the Plant and Machinery included interest cost for Euro 25.000.

4.975.989

236.268

5.025.764

566.236

5.131.664

5.183.109

567.907

Sector costs for preparation

Other intangible

Releases

Other current assets amount to Euro 1.344.474 as of December 31, 2014 (Euro 1.284.187 as of December 31, 2013) and are detailed below:

1.274.640

1.131.795

58.579

50.561

11.255

17.925

36.035

47.871

Tax receivables amount to Euro 1.274.640 (Euro 1.131.795 as of December 31, 2013), refer to VAT reimbursement.

Profit (Loss)

The Other Reserves amounts to Euro 277.762, and decreased of Euro 168.211 during the 2014, due to the negative impact on equity, net of taxes, related to the fair value of hedging instrument.

The loss of the year 2014 amounts to Euro 82.696.

Non-current liabilities

3.389.134

3.784.807

Total Non-current liabilities

The loans as of December 31, 2014, amount to Euro 4.428.134, and refer to the long term loan signed with Bank IMI in February 25, 2013. The expiration of this loan is at June 30, 2026. The decrease in 2014 is related to the reclassification from long term to short term.

Other financial liabilities, amount to Euro 1.077.066 as of December 31, 2014, and refer to subordinated loan receivable to the shareholders.

60.447

51.237

Current Financial Liabilities amount to Euro 698.444 as of December 31, 2014 (Euro 318.180 as of December 31, 2013) mainly refer to the current portion of non-current loan with Bank IMI (Euro 395.672).

The derivative, amount to Euro 242.325, refers to the fair value at December 31, 2014 of the derivative instrument signed by the Company for negative hedging.

The increase of “Other financial liabilities”, amount Euro 9.210, is due to the conversion of the loan received by the shareholders into a subordinated loan.

Trade Payables amount to Euro 959.933 (Euro 910.564 as of December 31, 2013), are details below:

779.585

644.639

26.639

24.794

153.709

241.131

Trade Payables to Volteo Energie S.p.A. are mainly for to the contract of operation and maintenance (O&M) for the Biogas plant.

1.690.894

1.401.474

186.285

55.383

As detailed in the table, the Energy segment represented more than 90% of firm revenues for the years ended December 31, 2014 and 2013.

“Revenues from energy” refer to revenues from the sale of electricity to GSE.

In 2014 the increase in other revenues mainly refer to a one off non-recurring item (penalty compensation linked to the performance of the plant).

(952.488

(884.238

(1.538

(2.343

(116.968

(239.649

(200.452

(21.883

(164.077

(20.364

(23.023

(9.523

(9.604

(21.995

(62.731

Costs of services for the year ended December 31, 2014 and 2013 amounted to Euro 314.952 and Euro 575.555 respectively.

In 2013 costs for services were affected by one-off non-recurring costs of approximately Euro 122.000.

The increase of the depreciation and amortization is mainly due to the depreciation of plant and equipment. At December 31, 2013, deprecation of the plant for production of Biogas started in April.

(358.916

(318.800

(11.799

(13.761

(15.694

(7.185

13.004

(47.281

39.993

In 2013, the company gave a special guaranty of approximately 337.000€ related to potential environmental risks, in 2014 this amount increased to 503.000€ and included a special guaranty for VAT reimbursement.

Liquidity risk is not significant because the company is able to match financial inflow and outflow.

185.504

296.665

We report a detail about the amount linked to operation with the related parties to December 31, 2013:

242.552

20.323

The above information was disclosed in a filing to the SEC. To see the filing, click here.

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Other recent filings from the company include the following:

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