Alternus Clean Energy (ALCE) quantifies $56.9M EverOn joint venture with Hover

Q: How much consideration did Alternus (ALCE) provide for its 51% EverOn stake?

Alternus’ 51% EverOn interest was valued at about $36.5 million , including $30.5 million of Series B preferred stock, $5.15 million of capitalized development costs, and $0.86 million of software.

Q: What is the implied enterprise value of the EverOn joint venture for ALCE?

With Alternus’ 51% valued at $36.533 million and Hover’s 49% non‑controlling interest at $20.411 million , the EverOn joint venture’s enterprise value was determined to be approximately $56.944 million .

Q: How did ALCE allocate the EverOn purchase price to intangible assets and goodwill?

The $56.944 million invested capital was allocated to customer relationships ( $26.19 million ), favorable contracts ( $10.93 million ), software ( $0.86 million ), and goodwill of $18.964 million , with no liabilities assumed.

Q: How do pro forma adjustments impact ALCE’s net income allocation to non‑controlling interest?

Pro forma adjustments allocate 49% of EverOn’s adjusted losses to Hover as non‑controlling interest, recorded as $2.077 million for 2024 and $1.558 million for the nine months ended September 30, 2025.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

8-K/A

Rhea-AI Filing Summary

Alternus Clean Energy, Inc. amended a prior report to add unaudited pro forma financials for its EverOn Energy LLC joint venture with Hover Energy LLC. On September 30, 2025, Alternus sold a 49% interest in EverOn to Hover and retained 51%, treating the series of agreements as a business acquisition under ASC 805.

As consideration for its 51% interest, Alternus issued 20,000 shares of Series B Convertible Preferred Stock to Hover, preliminarily valued at $1,526 per share (about $30.5 million), and contributed $5.2 million of capitalized project assets plus $0.9 million of software, for total consideration of about $36.5 million. Hover’s 49% non‑controlling interest was preliminarily valued at $20.4 million, implying a joint‑venture enterprise value of roughly $56.9 million.

The purchase price was allocated to identifiable intangibles — including customer relationships, favorable contracts, and software — and $18.96 million of goodwill. Pro forma statements show added MSA service fees and intangible amortization, with a portion of EverOn’s results attributed to Hover as non‑controlling interest.

Filing Explained

For 2025, the amendment attributes an $18,751 thousand loss to common stock and shows a $10,643 thousand deemed preferred dividend.

The amendment adds an illustrative 2025 accounting presentation showing a $10,643 thousand deemed dividend to the preferred shareholder and $18,751 thousand of net loss attributable to common stock.

The filing says EverOn had no historical business operations before the September 30, 2025 transaction, so its historical column does not provide prior operating results for comparison.

These unaudited pro forma statements are for informational purposes only and are not presented as the actual combined results or as a projection of future results.

8-K Event Classification

Item 9.01 — Financial Statements and Exhibits

1 item

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Series B preferred issued to Hover: 20,000 shares at $1,526 per share (~$30.5 million) Total consideration for 51% interest: $36.533 million Fair value of Hover 49% NCI: $20.411 million +5 more

8 metrics

Series B preferred issued to Hover 20,000 shares at $1,526 per share (~$30.5 million) Consideration component for Alternus’ 51% interest in EverOn

Total consideration for 51% interest $36.533 million Series B preferred, capitalized development costs, and software contributed

Fair value of Hover 49% NCI $20.411 million Preliminary valuation of Hover’s non‑controlling interest in EverOn

EverOn JV enterprise value $56.944 million Total fair value of invested capital in the joint venture

Customer relationships intangible $26.190 million, 24 years Allocated fair value and estimated useful life

Goodwill recorded $18.964 million Excess of invested capital over identifiable net assets for EverOn

MSA total payments $4.725 million Net MSA fees of $225,000 per month over 21 paid months

Annual amortization of intangibles 2024 $1.877 million Pro forma depreciation, amortization, and accretion adjustment

Key Terms

non-controlling interest, goodwill, ASC 805, Business Combinations, Microgrid Projects, +2 more

6 terms

non-controlling interest financial

"the preliminary estimated fair value of Hover’s 49% non-controlling interest was determined to be $20.4 million"

Non-controlling interest represents the portion of ownership in a company held by investors who do not have a controlling stake, meaning they do not have enough voting power to make major decisions. It is similar to owning a minority share of a business partner’s company—while they benefit from profits, they cannot control how the company is run. This matters to investors because it shows how much of the company's value is owned by outside shareholders and affects overall financial reporting.

goodwill financial

"The excess of the total fair value of invested capital over the net identifiable assets acquired has been recognized as goodwill"

Goodwill is the extra value a buyer pays for a company above the measurable worth of its buildings, inventory and other tangible items, reflecting things like brand reputation, customer loyalty and expected future profits. Think of paying more for a café because of its famous name and regulars rather than its furniture alone. It matters to investors because changes in goodwill — for example a write-down if expected benefits don’t materialize — can reduce reported earnings and signal that past acquisitions aren’t delivering as hoped.

ASC 805, Business Combinations financial

"accounted for the transactions as an acquisition of a business pursuant to ASC 805, Business Combinations"

Microgrid Projects technical

"Hover contributed certain Microgrid Projects to the JV"

Securities Purchase Agreement regulatory

"through the closing of a Securities Purchase Agreement (“SPA”) and a Joint Venture Operating Agreement"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Joint Venture Operating Agreement regulatory

"through the closing of a Securities Purchase Agreement (“SPA”) and a Joint Venture Operating Agreement (“JVOA”) with Hover"

FAQ

What joint venture transaction did ALCE complete with EverOn and Hover?

Alternus Clean Energy formed EverOn Energy LLC with Hover, selling 49% of EverOn to Hover while retaining 51%. Hover contributed microgrid projects; Alternus contributed capitalized assets and software plus preferred stock.

How much consideration did Alternus (ALCE) provide for its 51% EverOn stake?

Alternus’ 51% EverOn interest was valued at about $36.5 million, including $30.5 million of Series B preferred stock, $5.15 million of capitalized development costs, and $0.86 million of software.

What is the implied enterprise value of the EverOn joint venture for ALCE?

With Alternus’ 51% valued at $36.533 million and Hover’s 49% non‑controlling interest at $20.411 million, the EverOn joint venture’s enterprise value was determined to be approximately $56.944 million.

How did ALCE allocate the EverOn purchase price to intangible assets and goodwill?

The $56.944 million invested capital was allocated to customer relationships ($26.19 million), favorable contracts ($10.93 million), software ($0.86 million), and goodwill of $18.964 million, with no liabilities assumed.

What ongoing service fees affect ALCE’s EverOn pro forma results?

EverOn entered MSAs with Alternus and Hover for services totaling $450,000 monthly, with a net $225,000 per month after intercompany elimination. This produces about $4.725 million in total fees over the two‑year term.

How do pro forma adjustments impact ALCE’s net income allocation to non‑controlling interest?

Pro forma adjustments allocate 49% of EverOn’s adjusted losses to Hover as non‑controlling interest, recorded as $2.077 million for 2024 and $1.558 million for the nine months ended September 30, 2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 08/11/2026 - 09:26 AM Accepted by SEC EDGAR 08/11/2026 - 09:25 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(AMENDMENT No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 30, 2025

ALTERNUS CLEAN ENERGY, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-41306		87-1431377
(State or other jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

17 State Street, Suite 4000 New York, NY		10004
(Address of registrant’s principal executive office)		(Zip code)

(212) 739-0727

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		ALCE		OTC Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE

This Amendment No. 1 to the Current Report on Form 8-K/A (this “Form 8-K/A”) is being filed by Alternus Clean Energy, Inc. (the “Company”) for the purpose of amending and supplementing Item 9.01 of that certain Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on October 6, 2025 (the “Prior Form 8-K”), in which the Company announced that on September 30, 2025 (the “Effective Date”), the Company entered into a Stock Purchase Agreement ("SPA") and Joint Venture Operating Agreement ("JVOA") with Hover.

The text of the Prior Form 8-K is incorporated herein by reference. Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them in the Prior Form 8-K.

The pro forma financial information included in this report has been presented for informational purposes only. It does not purport to represent the actual results of operations that the Company and EverOn would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve.

Item 9.01. Financial Statements and Exhibits.

Pro forma financial information.

The unaudited pro forma condensed combined financial information giving effect to the Company’s acquisition of EverOn as of September 30, 2025. The unaudited pro forma condensed combined statements of operations for the Company and EverOn for the years ended December 31, 2024 and December 31, 2025, together with the notes thereto, are filed as Exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated herein by reference.

(d) Exhibits.

Exhibit No.		Description
99.1		Unaudited Pro Forma Combined Financial Information of Alternus Clean Energy, Inc. and EverOn Energy LLC
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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 hereunto duly authorized.

Date: August 11, 2026	ALTERNUS CLEAN ENERGY, INC.

	By:	/s/ Vincent Browne
	Name:	Vincent Browne
	Title:	Chief Executive Officer, Interim Chief Financial Officer and Chairman of the Board of Directors

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On September 30, 2025, through the closing of a Securities Purchase Agreement (“SPA”) and a Joint Venture Operating Agreement (“JVOA”) with Hover Energy LLC (“Hover”), the Company sold a 49% interest in its subsidiary, EverOn Energy LLC (“EverOn” or the “JV”) to Hover, and issued 20,000 shares of the Company’s Series B Convertible Preferred Stock (the “Series B”) to Hover, in exchange for which Hover contributed certain Microgrid Projects to the JV. On the same day, EverOn executed related supply and management services agreements with Hover and the Company. The series of transactions (altogether hereinafter referred to as the “Acquisition”) resulted in the Company obtaining a controlling financial interest in a newly created EverOn business (i.e., prior to the series of transactions, the EverOn legal entity had no business, operations or assets). As a result, the Company has accounted for the transactions as an acquisition of a business pursuant to ASC 805, Business Combinations.

In connection with the JVOA, the Company issued 20,000 shares of Series B to Hover preliminarily valued at $1,526 per share for an aggregate value of approximately $30.5 million. Together with i) the Company’s contribution of $5.2 million in assets capitalized by the Company under the SAA which relate directly to the Hover project pipeline contributed to EverOn, and ii) $0.9 million in developed software contributed, the total consideration paid for the Company’s 51% interest was $36.5 million and the preliminary estimated fair value of Hover’s 49% non-controlling interest was determined to be $20.4 million. The Company has determined, with the assistance of a third-party valuation firm, that the enterprise value of the JV was approximately $56.9 million.

The following unaudited pro forma condensed combined statements of operations and related notes give effect to the Acquisition and were prepared in accordance with the requirements of Article 11 of Regulation S-X. The Company has not included an unaudited pro forma condensed combined balance sheet because the balance sheet impact of the Acquisition is included in the Company's condensed consolidated balance sheet included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.

The pro forma financial information set forth below gives effect to the Acquisition and the application of the acquisition method of accounting. The pro forma financial information should be read in conjunction with:

-The Company’s audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024;

-The Company's audited consolidated financial statements and related notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025;

-The Company’s unaudited condensed consolidated financial statements and related notes included in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025;

-The notes to the unaudited pro forma condensed combined statements of operations.

The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and may not be indicative of future results subsequent to the acquisition as they do not reflect the costs of any post close integration activities or any cost savings or synergies that may be achieved because of the Acquisition.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2024

(In thousands, except share par values)

	Historical			Historical		Transaction Accounting				Pro Forma Combined
	ALCE			EverOn		Adjustments			Note	31-Dec-24

Revenues		311			-		-				311

Operating Expenses
Cost of revenues		(364	)		-		-				(364	)
Selling, general, and administrative		(11,984	)		-		(2,363	)	(a)		(14,347	)
Depreciation, amortization, and accretion		(215	)		-		(1,877	)	(b)		(2,092	)
Development costs		(748	)		-		-				(748	)
Impairment of Spanish assets		(3,263	)		-		-				(3,263	)
Loss on disposal of assets		-			-		-				-
Total operating expenses		(16,574	)		-		(4,240	)			(20,814	)

Loss from operations		(16,263	)		-		(4,240	)			(20,503	)

Other income/(expense):
Interest expense		(8,774	)		-		-				(8,774	)
Fair value movement of FPA asset		(483	)		-		-				(483	)
Fair value movement of convertible debts		67			-		-				67
Fair value movement of warrants		565			-		-				565
Loss on issuance of debt		(520	)		-		-				(520	)
Gain on extinguishment of debt		179			-		-				179
Other expense		(506	)		-		-				(506	)
Other income		1,571			-		-				1,571
Total other expenses		(7,901	)		-		-				(7,901	)
Loss before provision for income taxes		(24,164	)		-		(4,240	)			(28,404	)
Income taxes		(590	)								(590	)
Loss from continuing operations		(24,754	)		-		(4,240	)			(28,994	)

Income/(loss) from discontinued operations		45,832			-		-				45,832
Net income/(loss)		21,078			-		(4,240	)			16,838
Net income/(loss) attributable to NCI		-			-		(2,077	)	(c)		(2,077	)
Net income/(loss) attributable to Company		21,078			-		(2,162	)			18,916

Net income/(loss) per share of common stock, basic & diluted		1,194.02									1,071.55
Weighted-average common stock outstanding, basic & diluted		17,653									17,653

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2025

(In thousands, except share par values)

	Historical ALCE			Historical EverOn		Transaction Accounting Adjustments			Note	Pro Forma Combined 30-Sep-25

Revenues		-			-		-				-

Operating Expenses
Cost of revenues		-			-		-				-
Selling, general, and administrative		(6,163	)		-		(1,772	)	(a)		(7,935	)
Depreciation, amortization, and accretion		(130	)		-		(1,408	)	(b)		(1,538	)
Development costs		-			-		-				-
Gain on sale of subsidiaries		15,513			-		-				15,513
Total operating expenses		9,220			-		(3,180	)			6,040

Loss from operations		9,220			-		(3,180	)			6,040

Other income/(expense):
Interest expense		(3,839	)		-		-				(3,839	)
Fair value movement of convertible notes		(2,263	)		-		-				(2,263	)
Debt restructuring costs		(753	)		-		-				(753	)
Fair value movement of warrants		(514	)		-		-				(514	)
Gain on settlement of payables		426			-		-				426
Loss on settlement of liabilities		(151	)		-		-				(151	)
Loss on settlement of SAA with Hover		(2,025	)		-		-				(2,025	)
Loss on issuance of debt		(19	)		-		-				(19	)
Loss on extinguishment of debt		(3,405	)		-		-				(3,405	)
Provision for loss from related party		(1,139	)		-		-				(1,139	)
Other expense		(232	)		-		-				(232	)
Other income		-			-		-				-
Total other expenses		(13,914	)		-		-				(13,914	)
Loss before provision for income taxes		(4,694	)		-		(3,180	)			(7,874	)
Income taxes		-			-		-				-
Loss from continuing operations		(4,694	)		-		(3,180	)			(7,874	)

Net income/(loss)		(4,694	)		-		(3,180	)			(7,874	)
Net income/(loss) attributable to NCI		-			-		(1,558	)	(c)		(1,558	)
Net income/(loss) attributable to Company		(4,694	)		-		(1,622	)			(6,316	)

Net income/(loss) per share of common stock, basic & diluted		(11.69	)								(15.72	)
Weighted-average common stock outstanding, basic & diluted		401,699									401,699

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2025

(In thousands, except share par values)

	Historical			Historical		Transaction Accounting				Pro Forma Combined
	ALCE			EverOn		Adjustments			Note	31-Dec-25

Revenues		-			-		-				-

Operating Expenses
Cost of revenues		-			-		-				-
Selling, general, and administrative		(8,065	)		-		(1,772	)	(a)		(9,838	)
Depreciation, amortization, and accretion		(593	)		-		(1,408	)	(b)		(2,001	)
Gain on disposal of assets		15,513			-		-				15,513
Total operating income (expenses)		6,855			-		(3,180	)			3,675

Income (loss) from operations		6,855			-		(3,180	)			3,675

Other income/(expense):
Interest expense		(4,198	)		-		-				(4,198	)
Fair value movement of convertible notes		(3,967	)		-		-				(3,967	)
Debt restructuring costs		(753	)		-		-				(753	)
Costs of legal actions related to unpaid liabilities		(1,232	)		-		-				(1,232	)
Fair value movement of warrants		1,564			-		-				1,564
Loss on issuance of debt		(35	)		-		-				(35	)
Loss on extinguishment of debt		(3,187	)		-		-				(3,187	)
Gain on settlement of liabilities		596			-		-				596
Loss on settlement of SAA with Hover		(2,025	)		-		-				(2,025	)
Provision for loss from related party		(561	)		-		-				(561	)
Other expense		(363	)		-		-				(363	)
Total other expenses		(14,161	)		-		-				(14,161	)
Loss before provision for income taxes		(7,306	)		-		(3,180	)			(10,486	)
Income taxes		-			-		-				-
Loss from continuing operations		(7,306	)		-		(3,180	)			(10,486	)

Net income/(loss)		(7,306	)		-		(3,180	)			(10,486	)
Net income/(loss) attributable to NCI		(820	)		-		(1,558	)	(c)		(2,378	)
Net income/(loss) attributable to Company		(6,486	)		-		-				(8,108	)
Deemed dividend to preferred shareholder		(10,643	)		-		-				(10,643	)
Net income/(loss) attributable to common stock		(17,129	)		-		(1,622	)			(18,751	)
Net income/(loss) per share of common stock, basic & diluted		(35.71	)								(39.11	)
Weighted-average common stock outstanding, basic		479,613									479,613

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

1. Description of Acquisition and Basis of Pro Forma Presentation

On September 30, 2025, through the closing of a Securities Purchase Agreement (“SPA”) and a Joint Venture Operating Agreement (“JVOA”) with Hover Energy LLC (“Hover”), the Company sold a 49% interest in its subsidiary, EverOn Energy LLC (“EverOn” or the “JV”) to Hover, and issued 20,000 shares of the Company’s Series B Convertible Preferred Stock (the “Series B”) to Hover, in exchange for which Hover contributed certain Microgrid Projects to the JV. On the same day, EverOn executed related supply and management services agreements ("MSAs") with Hover and the Company. The series of transactions (altogether hereinafter referred to as the “Acquisition”) resulted in the Company obtaining a controlling financial interest in a newly created EverOn business (i.e., prior to the series of transactions, the EverOn legal entity had no business, operations or assets). As a result, the Company has accounted for the transactions as an acquisition of a business pursuant to ASC 805, Business Combinations. Refer to Note 6 to the Company's audited consolidated financial statements for the year ended December 31, 2025, included in the Company's 2025 Form 10-K for a more detailed description of the Acquisition and related accounting considerations.

Because the Company and Hover each contributed only assets (i.e., neither entity contributed a "business"), EverOn only became a business after the parties' respective assets were contributed followed by EverOn's signing of MSAs with both the Company and Hover simultaneous with the closing of the Acquisition. As a result, there are no historical EverOn business operations to present in the "Historical EverOn" column of the unaudited condensed combined pro forma information included herein.

In connection with the JVOA, the Company issued 20,000 shares of Series B to Hover preliminarily valued at $1,526 per share for an aggregate value of approximately $30.5 million. Together with i) the Company’s contribution of $5.2 million in assets capitalized by the Company under the SAA which relate directly to the Hover project pipeline contributed to EverOn, and ii) $0.9 million in developed software contributed, the total consideration paid for the Company’s 51% interest was $36.5 million and the preliminary estimated fair value of Hover’s 49% non-controlling interest was determined to be $20.4 million. The Company determined, with the assistance of a third-party valuation firm, that the enterprise value of the JV was approximately $56.9 million.

The Company has not included an unaudited pro forma condensed combined balance sheet because the balance sheet impact of the Acquisition is included in the Company's condensed consolidated balance sheet included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025. The unaudited pro forma statements of operations have been included for the years ended December 31, 2025 and December 31, 2024 and for the nine month period ended September 30, 2025 and have been prepared in accordance with Article 11 of Regulation S-X. These unaudited pro forma condensed combined statements of operations have been presented as if the Acquisition had been completed as of January 1, 2024.

A summary of consideration paid in the Acquisition and the related purchase price acquisition is included below:

Consideration for Company's 51% Interest (in thousands):
Series B Convertible Preferred Stock Issued to Hover	$	30,523
OASIS Software contributed to EverOn at fair value		860
Capitalized development costs subsumed		5,150
Total Consideration for Company's 51%		36,533
Fair value of Hover's 49% NCI		20,411
Total Fair Value of Invested Capital (i.e., Consideration)	$	56,944

The total fair value of invested capital of $56,944,000 was then allocated to identifiable assets and goodwill with the assistance of a third-party valuation firm, as follows:

	Fair Value (in thousands)		Estimated Useful Life (in years)

Customer relationships	$	26,190		24
Favorable contracts		10,930		15
OASIS software		860		15
Goodwill		18,964	Indefinite

Total Fair Value of Invested Capital	$	56,944

No liabilities were assumed in connection with the transaction. The JV had no assets other than those included in the purchase price allocation above prior to the Acquisition. The excess of the total fair value of invested capital over the net identifiable assets acquired has been recognized as goodwill of $19.0 million, which is attributable to expected synergies and the premium paid for control of the JV. Goodwill is not deductible for income tax purposes.

2. Pro Forma Adjustments

The unaudited pro forma condensed combined statements of operations information reflect the following Acquisition transaction related adjustments.

(a) MSA agreements for services to be provided to EverOn from the Company and Hover over a two year term for a total of $450,000 per month ($225,000 per month after intercompany elimination of the Company's fee) beginning on January 1, 2026 (i.e., three months post-closing). Adjustment relates to the addition of the MSA fee for months prior to the September 30, 2025 acquisition date, calculated as follows (in thousands):

No. months payments (2 year term with no payments for first 3 months)	21 mos.
Monthly payment amount	$	225
Total payments over MSA term	$	4,725
Monthly MSA expense (SG&A) (total pmts divided by 24 mos.)	$	197


Nine months included in December 31 and September 30, 2025 periods	$	1,772

Twelve months included in December 31, 2024 period	$	2,363

(b) Relates to amortization of identifiable intangible assets recorded in the purchase price allocation, as follows:

	Fair Value (in thousands)		Est. Useful Life (in years)		Monthly Amort.

Customer relationships	$	26,190		24	$	91
Favorable contracts		10,930		15		61
OASIS software		860		15		5

					$	157

Nine months included in December 31 and September 30, 2025 periods					$	1,408
Twelve months included in Decembeer 31, 2024 period					$	1,877

(c) Represents Hover's 49% noncontrolling interest in EverOn losses (i.e., the sum of pro forma adjustments (a) and (b) above) for the period prior to the Acquisition.

Source: View Original Filing on SEC EDGAR

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EX-99.1 EXHIBIT 99.1 625.7 KB

Alternus Clean Energy (ALCE) quantifies $56.9M EverOn joint venture with Hover

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What joint venture transaction did ALCE complete with EverOn and Hover?

How much consideration did Alternus (ALCE) provide for its 51% EverOn stake?

What is the implied enterprise value of the EverOn joint venture for ALCE?

How did ALCE allocate the EverOn purchase price to intangible assets and goodwill?

What ongoing service fees affect ALCE’s EverOn pro forma results?

How do pro forma adjustments impact ALCE’s net income allocation to non‑controlling interest?

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