Welcome to today's event where we have the pleasure to present MPC Energy Solutions. The result here, of course, the Q1 2026 results. Take a look into them, also maybe the broader meaning for the rest of the year. Secondly, of course, maybe dig a little bit into some of your divestments and Project Merlin and how that has developed in the quarter as much as you can say. It's, of course, highly appreciated, Stefan. As always, there's a box down below in your screen. You can ask questions there, do feel free to do it during the presentation. We will take the Q&A in the end. For now, I'll hand the call over to you, Stefan.
Well, thank you, Michael. A very good morning to everyone dialed into the call. Welcome. As Michael said, we will briefly walk through the Q1 2026 results, give an outlook for the rest of the year, also address the progress we made towards closing the big transaction we announced last year. Before we do all that, let me maybe, or allow me to refresh your memory a little bit. What is MPC Energy Solutions today? We currently have four projects in our portfolio. They're all solar PV projects in Central America. Three of them are operational, namely in Mexico, Colombia and El Salvador. The other one in Guatemala is inching slowly towards starting commercial operations. As you can see here, we originally targeted commercial operation date nearly a year ago.
This year of delay is, of course, hurtful, it's painful, it's to some degree unnecessary, but it is what it is. Nonetheless, we're working towards it, and it's important that we get it done because the two projects framed here in red, in El Salvador and Guatemala, these are the projects we agreed to sell last year. We announced it in November 2025. Once Guatemala is ready to operate, we should have all the closing conditions in place to actually close the deal, sell the projects, and then the one in Mexico and Colombia are the ones that are remaining. Compared to last year, jumping towards Q1, it was a relatively uneventful quarter, especially if you compare it to Q4 last year, where we announced the sale of our two biggest projects.
Let us take a look at the highlights and lowlights. A highlight is we continue to show great cost discipline and spending discipline. Compared to last year, we lowered our head count in the first quarter significantly. That led to a reduction of more than 30% of overhead cost, which is at the higher end of the range that we targeted for this year compared to 2025. We're actually reporting good progress on this. We also sold our remaining development project, La Perla. We recovered some of the historic development costs already. The rest should come as the project development under the new ownership progresses. Once the project achieves ready to build, if it does and is being sold eventually or built eventually, we also have an agreement in place to participate on the upside.
For now, it will not tie down any more resources. There is no additional spending required. That project is no longer owned by us. Also a positive impact, we collected an earn-out payment related to a sale we made last year of a project in Colombia. This earn-out payment was collected on April 1, so it's not reflected in the March 31 numbers or the Q1 numbers. It's nonetheless, it was, let's say, an unexpected earn-out payment that we collected, which will increase our gain for the year since the entire investment has been derecognized at the end of 2025. This goes straight to the profit line. On the downsides for the quarter, I already mentioned Guatemala. We're still working on the final permit.
We actually have submitted both reports that are required for this final permit. They are prepared by third-party validators, by independent parties, submitted to the authorities. That has happened. We're now just waiting for the authorities to review the reports, approve them, then we can finally start the testing. The substation, which is being operated by the offtaker and where we connect to the grid, is undergoing the same process. Of course, they have to be ready also for us to start the testing of our plant. So far, nothing has changed to when we last spoke and presented, so we are still very much expecting for the project to come online at the end of the second quarter. In the meantime, of course, we have to continue funding the project. There's site staff that needs to be paid.
There's commitments to be met, especially with regards to the debt service, which is why we had to invest an additional $1 million into the project during the first quarter, which of course lowered our free cash reserves. Operationally, there was one incident in the first quarter, which was a technical error related to a plant in Mexico, which we've had in the past, like two years ago. It happened again. What it triggered was basically that we were not allowed then to invoice the month of January, so we lost a month of revenue. We will recover this later in the year because the energy is not gone. We're allowed to sell it in subsequent months. Of course, it lowered our overall revenue for the first quarter, and that is certainly a low light for the quarter. What does this mean in numbers?
I will focus on the like for like comparison again. Everything framed here in red is what's relevant, because here we actually compare the three projects that are operationally now to what they did in the first quarter of last year. We had fairly poor weather conditions in Colombia throughout the entire quarter. That was a downside on the production. We had the metering error in Mexico that I already alluded to. Overall, this led to us trailing behind what the portfolio delivered last year. Energy output is down 1%. Revenue is slightly down by 3%. The EBITDA is down by 8%, and the margin also suffered a little bit. Given the factors, the poor weather conditions and the metering error, we are actually not that far behind what the portfolio did in the first quarter of last year.
There is still plenty of time to recover and exceed these numbers to meet our expectations, which I will address in a moment. Before that, I just want to highlight how the individual projects performed. In El Salvador, we actually increased production, we increased revenue, we increased EBITDA. In absolute terms, the margin was stable. In Colombia, because of the poor weather conditions, production was down, which triggered a lower revenue and also a slightly lower profit. At least we were able to defend the margin that we showed last year, and the project has always been under pressure because energy that we cannot produce ourselves, we have to buy in the market to deliver on the PPA, and that of course increases costs for us.
Especially if weather is poor, certain plants cannot generate energy, there's energy missing in the market, then prices go up because the supply is down. That usually leads to us making a loss, so to speak, on trading the energy, purchasing the energy. The real effect here is from the project in Mexico. As you can see, the energy output was there, but we were not allowed to invoice a lot. We recovered some of it, but overall, we missed on the revenue mark. We missed on the EBITDA mark, and the margin is not where it should be. We of course intend to recover this throughout the end of the year, but this explains why the portfolio overall is trailing behind 2025 for the moment.
On the good side, plus side, I already mentioned that overhead costs are down significantly. If you look year over year over year, starting in 2023 when costs were still quite high, we're now more than half of that, or less than half of that, I should say. We're spending in line with our budget, which is $2.3 million for the entire year. We target 25%-30% overhead reduction compared to 2025. We're a little ahead of that, but I guess overall, this is really pointing in the right direction. As I said, free cash was also down, mainly because of the $1 million investment that we had to make in Guatemala. Otherwise, it's overhead and the sales proceeds from the project in El Salvador.
The $300,000 we collected in connection with the earnout payment are not reflected here. They came one day after. $7.8 would have been, let's say, a more appropriate number to reflect here. Still, comfortable free cash position. Nothing to concern us at this time as sorry, overhead costs continue to be fairly low and much lower than in previous years. We expect Guatemala to achieve COD by the end of the second quarter. As long as that happens and isn't delayed further, there's also no apparent need to invest additional funds. That should give us some comfort. We have plenty of buffer to withstand anything that comes our way. Just to conclude the financial review here, total assets, equity ratio, all of that is fairly similar to previous quarters.
Not much is moving, of course. We have project debt and consolidated cash, which if you look at the balance sheet, if you actually read through the Q1 report, you will notice that part of this has been allocated to the held-for-sale classification. Overall, structurally, our balance sheet is fairly unchanged compared to previous quarters and previous years. The question is what to expect. Of course, our primary focus is to get Guatemala operational and thereby allow us to close the big sale of the project in Guatemala and the project in El Salvador and collect the sales proceeds. Once we have done that, and we are laying the groundwork in the upcoming annual general meeting where we will ask the shareholders to give us the flexibility to start distributing cash, we want to do it.
We've said we would do it in 2026, and we're on track to do so. In the meantime, of course, we're trying to look at alternative, additional divestments, I should say, for the remaining portfolio because while it is potentially profitable and under certain circumstances able to be sustainable, it's certainly not a portfolio that is large enough for a publicly listed company or that can generate substantial free cash flows to finance the whole organization. I can get to that in detail if needed. Operationally for the year, we assume by the end of Q2, the project in El Salvador and Guatemala will be sold, and the other projects will continue to deliver results for the remainder of the year. What does that mean?
It means that we're targeting $7.5 million in revenues for this year and a group EBIT of $1.6 million. With margins comparable to 2025. This is what we're currently working on. If the closing of the sale should be delayed, it would mean that the project in El Salvador would contribute longer to these results. That is, let's say, potentially compensating for any delay we might see, would improve our financials for the year. I want to spend just a minute to talk about the annual general meeting. As I said, one of the priorities we have is to start distributing cash to our shareholders. We want to lay the groundwork for that, and for that, we need to adapt our articles of association.
The required resolutions have been or will be put to vote during the annual general meeting. The notice to the general meeting was published last week. All the information is available on our website. If you're eligible to vote, I really ask you to go into the details and cast your vote in favor, because without these resolutions, starting to distribute cash later this year will be made not impossible, but much more difficult and especially less tax efficient. Our AGM will take place at the end of May here in Amsterdam. Everybody can of course also join virtually.
If you were a shareholder on the 29th of April, you're eligible to vote, and you can cast your vote in advance, as always, voting by proxy through DNB Bank, or you show up in Amsterdam during the meeting and cast your vote there. That is always an option if you want to make the trip. Would always be good if you could let us know in advance so that we know to expect you. Otherwise, as I said, look at the details. At the end of the day, what we're planning to do is we will take the share premium which sits in our equity, it's an equity reserve, which comes from the IPO five years ago. We will convert that to nominal share capital.
The total equity of the company will not change, there will be no new shares issued, but we will have a higher nominal share capital, which we can then reduce in different steps and thereby make sure that it's as tax efficient as possible for our shareholders to distribute cash. That said, my prepared remarks are already done, Michael, so I'm happy to answer any questions.
Perfect. Let's jump into some questions. The first one is to this Project Merlin and whether this is sold on a EV basis, meaning, yes, you have paid in $1 million, some is for cost, but I guess some of it might also go to debt reduction or the debt payment. Does that actually mean that the $27 million sales price also would increase because you sold it on a debt-free basis, a equity value basis? A little bit about the mechanism here in the Project Merlin and the $1 million you are, you're paying in, and whether that some of that $1 million could actually raise the price for the company or the amount that you're getting from the company.
The short answer is no. We agreed on a price that, of course, considered certain debt and cash adjustments or levels. The money that we're now funding increases the cash of the entity we're selling. That's positive, but we're turning around and we're spending it on stuff.
Yeah
like paying for interest going forward, which will not lower the debt balance. Overall, this effect will mostly be neutral. We're currently still expecting to receive $27 million because we are just meeting commitments that we have until closing, which are, let's say, additional costs we did not plan for. Injecting the cash into the entity would increase the purchase price that we can collect, yes. As we spend the money on stuff we didn't plan for and the new owner will not take over.
There's basically no positive effect from this.
Gotcha.
We're just dealing with the delay.
Had it been an operational plan, then of course it would have been no problem, but then it would have- unbalanced. I understand. There's also a question, is there any limits drawdown on price on the Merlin transaction if closing conditions gets further delayed? I don't know how much you wanna go into details about the, those stuff, but any drawdown in price, any limits to how far it can go out in the future?
Okay. I know what you mean. Yeah. We agreed with the buyer on a long-stop date for the transaction, which is the 7th of November this year. That's one year after we signed the original agreement. If the project is not operational by then, which is highly unlikely, if we don't meet all the closing conditions, then there are several options. Either the closing conditions are waived and the deal goes through, we extend them together with the buyer and the deal goes through, or for whatever reason, the buyer says, "I'm no longer interested in these projects, I walk away." It's still many months out. We're not considering this at the moment. The only thing that really hurts us is the longer this takes, the more funding the project will eventually require without any positive impact on the side.
It's eating into our free cash reserve.
Yeah.
That is really the downside for us. Everything else is perfectly fine. The buyer is involved in everything that we do in both projects. They've been very supportive. They've been patient as well. They are from the region, so they know how things can go. They're certainly more patient than I was in between. Overall, I don't see any risk. We don't wanna drag this out. We still expect to close by the end of the second quarter this year. Therefore, these long-stop dates and other metrics do not really matter at the moment.
There's a question here around, is this $1 million, is that a good proxy for a quarter that is not running?
No. No, it's too much. The running costs for the plant itself, including the interest we have to pay to the bank, the site staff, all the normal stuff, is around $150,000 per month. Let's say half a million dollars for a quarter.
$500,000 per quarter.
Of course, you can imagine the contractor who built the plant, we're now a year delayed. They've expected certain payments to be made already. They've been very supportive, now we are making certain payments to them that we should have made theoretically a long time ago if the project had gone into operation. We're now, because they're tied to the commercial operation and some of them we're now preempting to make sure that they don't run into cash flow issues as well. So I would say $150,000 per month is a good indicator, and it shouldn't be more than that.
Then a little bit hard question. You know, your optimism comes from the progress, you are, your advisors, of this, quarter two closing, and I know you are not saying, no definite, but as we said, has there been any movement in anything, any public authorities who has taken some new papers in, to, so not optimism, but kind of your feel that it could happen in Q2, instead of Q1? Is that followed by some movement in some kind?
You mean why I stand by the projection?
Yes. Projections. I don't know whether you stand by, but it's your projections, right?
Okay
I know you know there's nothing wrong. It should actually just go through the paper mill.
Yes
So on.
No, I get it. Okay. obviously we have a project team who's taking care of these things.
Yes
supported by advisors on the ground. The permitting process in Guatemala, the final permit that we need, it required us to submit two reports. From a third-party validator who comes in, looks at the project, reviews everything, and says, "This is my opinion. It's fine." Both reports have been filed. The first report was delayed significantly. Now the authorities have both reports. They're reviewing them.
Yeah.
Ideally, they just stamp them and say, here's your permit.
Permit.
They could come back and say, "maybe you have to change this equipment or install this for greater protection." That has already been done before, so I don't expect it. It's now just a waiting game, and we submitted it, the second report on the 28th of April. Last week.
Yeah.
It usually takes them a month to come back with an answer.
Yep.
In May, we should hear from the authorities to say, "Go ahead." Then we can start the testing and commissioning, and that takes two to three weeks maximum. I say all this assuming that the substation which is not in our scope, will also be ready. We are responsible for the plant. This is where it comes from. We speak to our teams every day. We're updated about everything that's happening. Everything we can do, we have done, and now we're waiting for the authorities. I'm not in control of the Guatemalan authorities.
No.
They have, in my view at least, over the past weeks not blocked anything or, you know, moved stuff around and say, "I'm not responsible." We're working very clearly and cooperatively with them, and that's where the timeline comes from. Can things happen to delay this further? Of course. After all this, I'm not foolish enough to promise you end of the second.
No, no. No, no. But,
I thought that this about the 28th is actually pretty interesting. I had the feeling also and I think maybe a lot of people had, that you had done everything almost in Q1, and now things were just dragging out. That kind of makes sense that's actually not the case.
Oh
I think that part of it makes a lot of sense while you now can talk about a timeline in public.
We are doing everything we can, Michael. If there's one thing I would say we could have done better, this final permit that we need now, let's be quite honest, as per the contract, it wasn't in our scope. It was the responsibility of a third party, a partner. That partner sees it differently. When we found out, we said, "Let's not dwell over the legal issues. Let's just start the process." We started it too late. That is maybe an error that we made. At the end of the day, it is what it is. We have now done what we can and we're working with the timeline that we have. Eventually, the plant will start operations. We will close the deal, we're done.
Whether it's now four months delayed or whatever after we initially intended to close the deal, that's pity and it's painful because it costs us more money. At the same time, it's not a lost cause. We're working towards what we can do. Could there be more surprises coming from the authorities? Certainly. We're not expecting any at the moment.
There's actually a little bit broader question. I guess that also regards Project Merlin. General energy prices out in the world increasing. Should we expect the value to go up on the remaining portfolio? You know, is there a one-to-one? How are the energy prices developing in that region? How is the concerns about energy security developing? It's You living here in Europe know it's probably been the hottest topic right now. How is it out in that region? Do they have the same problems, or even worse?
Well, they have similar problems. Overall in Central America, the penetration of renewable sources is much higher than what you see in the rest of the world. There's a lot of hydro energy. They've built up solar and wind resources over time. Of course, they are still Not only are fossil fuels still setting the prices in the market, but they're also dependent on it, and a lot of these countries don't have their own resources. They are importing them. They are hurt just as anybody else. Of course, this drives the need to transform the system further, and they're working on that. This also doesn't happen overnight. What is the impact for us? In Colombia, if prices in the market go up and the plant doesn't generate enough energy, we have to purchase in the market. Downside for us.
In El Salvador, one of the projects we're now about to sell, the PPA tariff we collect is discounted to a reference tariff in the market. If the reference tariff goes up, our tariff goes up. Here we see a positive impact, not for the people in El Salvador, but for the project.
Okay.
For the one in Mexico, it's a fixed price that, you know, develops with inflation. Of course, if inflation goes up, the price goes up, but that is more of a lagging effect. In Guatemala, it's a fixed price anyway. We will never see a dollar of revenue from the project because we will sell it right away.
Right.
That is the overall impact. Should the value of the project in Mexico and Colombia increase? In theory, sure, there should be higher demand for these types of projects, because they stand for more energy independence, for a renewable or endless resource of solar that doesn't require you to import anything. That's the theoretical part of it. Whether this will actually be driven in the direction also depends on the policy making. In Colombia, we see that a lot of projects are being offered for sale, and there is demand, but I wouldn't necessarily see that at the moment demand is much higher than supply so that it drives up prices.
In Mexico, we have a government which is continuously trying to introduce legislation that is to the disadvantage of renewables compared to fossil fuels like gas- fired power plants, which the, let's say the state-owned utility is focused on. This is why we're seeing policies not always being in favor of renewables. We're seeing market trends that should favor renewables. Overall, to answer whether short-term the prices for these plants will go up significantly, I don't expect so.
Yeah.
I think cash flows are relatively predictable. Hurdle rates or discount rates are always a matter of what are the reference rates in the markets, and I think that has been relatively stable in terms of risk-free rates, et cetera. I think if we sell these projects, let's say, over the next 12 months, we will not see a price increase of 10% or 20% all of a sudden because of what's happening in the Middle East. That's really all I can say about that.
There's a question surrounding this one. Seeing in the light that there is some cost of continuing the businesses, there must be other consideration than the highest possible price on the remaining assets, you know? Kind of I think you have two considerations. You need to run a company, maybe even on the stock market, that has cost versus the cash you can pick up from the projects.
Right
Versus, selling it and actually avoiding those costs. I think there's a question on how those considerations go into your consideration when you are negotiating or thinking about divesting the remaining assets.
Yeah. Look, this remaining portfolio that we will have, the two projects, will they be profitable? Yes. Will there be positive free cash flow? Yes, but it won't be substantial. If you intend to operate these projects.
Yeah
it cannot carry the organization that we have now. That's clear. There's too much costs related to the listing, to the management board, supervisor board, everything you have to keep up. You had to do it with a very minimal team, if you will. Let's say one person surrounded by external service providers on project level. Then you can operate this profitably. This is why I think, and this is a strong belief, we have to sell these projects eventually.
Check.
The, this company will have to become private and a one-man operation, otherwise it doesn't really make a lot of financial sense. I think this is why we will walk in the direction of also finding buyers for these projects, provided the prices are right. Our job is to work towards or for the benefit of the shareholders, and we will not fire sale these projects just because we want to get rid of them. There should be a fair value attached to them, and there is. We know what this value is, and if buyers are willing to pay that price, I'm willing to take that deal. If they try to, you know, come in cheap and say, "Well, we know you want to sell." No. We, yeah, we want to sell, but we don't have to.
We can always make adjustments on the cost side to still operate this in the proper manner. This is why We're just looking at it. We're working on it. That is, I'd say, a lengthy answer of saying, with the current setup, running the portfolio doesn't make sense.
Yes.
It's why selling them makes sense. If we have to keep the projects for whatever reason, the organization has to change. It's as simple as that. Yeah.
A final question, to some clarification: whether some of your products are with batteries and converters that can kind of stabilize the energy output and earn your money, the remaining projects or any of your projects? I think that's a clarification. We build a lot of those in Denmark right now, but, is some of the products built like this?
No. The plants do not have any co-located storage capabilities, none of them at the moment. There's also no standalone batteries in our pipeline. It's certainly a trend that is necessary. It's emerging wherever you have renewables, but especially our region that we operate in is a bit slow to adapt, and we don't have anything at the moment or planned for the future.
Perfect. That was the last question. Thank you for.
All right.
Taking us through your results and digging a little bit deeper into the process of this Merlin that, of course, everybody has their eyes on. Thank you to you, Stefan, and thank you for the audience listening in. May everybody have a nice day.
Any time. Bye.