Welcome to today's event, where we have the pleasure to present MPC Energy Solutions. To take us through today's presentation and answer questions at the end, we are joined by CFO and Interim CFO, Stefan Meichsner. Today, the H1 2026 results, of course, will be in focus, released this morning, but also yesterday's news on the Merlin Project. I guess we will get through to this. This is today's topic. As always, there's a box down below. Do feel free to ask questions during the presentation, but we will take the questions in the end. For now, I'll hand the call over to you, Stefan.
Thank you, Michael, and good morning, everyone. Before we begin, I would like to very briefly point out our disclaimer on forward-looking statements shared to you on the screen, just because I will be making some, or quite a few, forward-looking statements and I want to be aware that you know that we may change those in the future because those reflect our expectations. You can read it up in the slide deck and also find it on our website.
All right. As Michael said, quite a few things happened. We have some highlights and lowlights. Before we go into the H1 2026 results and an outlook for the rest of the year, I want to start by that. The big news, of course, being the sale of the project and the successful completion of that sale of the projects in Guatemala and El Salvador.
Overall, we expect to collect $28.3 million in connection with this sale. Part of the funds are still being held in escrow until certain post-closing matters are cleared. Overall, this was a transaction that we've been working on for a long time. It was signed in November last year. The shareholders approved it in December, and ever since then, we've been working on making closing happen. Of course, a big milestone was the pending start of operations in Guatemala, which happened earlier this month.
Now the deal is concluded, and we are just working on getting the remaining amount into our bank. A big milestone for our company, really a great effort. It has been pending for a while, and now I'm happy to report that we did it. Operationally, after a, let's say, subpar first quarter, recovery until year-end got underway in the second quarter.
Our key metrics are pointing in the right direction, which is meaning energy output revenue, profit margins, which is why we are confirming our guidance for 2026 today. I will share that guidance in a slide later on. This is also still being supported by disciplined spending on overhead. We had several non-recurring expenses in Q2. Towards year-end, we still target an overall reduction of 30% compared to 2025. We're currently standing at 18%, but there should be much lighter spending throughout the second half of the year.
There were two matters during the last few months, however, that were not in line with our plans for this year. Firstly, we had to settle a legal matter in El Salvador. We already disclosed this in our last annual report, but the final settlement was higher than anticipated and had a greater impact on our free cash position than we would necessarily have wanted to. Secondly, this is maybe the bigger news, we are facing some challenges in Mexico.
We acquired a plant there in 2022, and the Mexican government is attempting, let's say, to increase transmission charges for renewable power plants, even legacy plants like ours, who should be protected. I will go into some more details later today, but this does have an impact on our divestment plans going forward, and this is just something we have to deal with. The full implications, especially commercially, are still being assessed, and we already have a plan going forward prepared. We will just need to decide how and when to execute it.
With this brief introductions, let me go over the results of the first half of the year, focusing on everything here in red squares because that is the like-for-like comparison. Power production, energy output, more or less in line with the previous year. The same goes for revenue and also almost for EBITDA, which was down quite significantly in the first quarter because we had a technical matter in Mexico that prevented us to invoice an entire month, and that, of course, impacted costs and profit margins. Not costs, revenues and profit directly.
Overall, we're seeing a slow recovery. The EBITDA margin is still hovering above 70%, so it's not a bad year per se on a like-for-like basis. Of course, the non-like-for-like basis that is mainly driven the downturn by project divestments in 2025, projects that are not contributing this year entirely. Overall, we're fine with the performance of the remaining plants, of which one project has now also been sold as part of the transaction that we announced.
If you look at the project performance per se, Mexico still trying to recover from the lost month of revenue in January, which directly impacted operating profit and margins. The weather conditions have, however, improved and the plant is running smoothly, so we are seeing a slow recovery. The project in El Salvador, Santa Rosa & Villa Sol, it contributed until July 28th. Not included in the H1 numbers is the month of July, of course. This project was now sold. Until then, we always had, let's say, output and revenues slightly above last year's. Prevailing high energy prices are helping us here in the country.
We have a good cost efficiency so that the margin is also trumping everything else in our portfolio. In Colombia, the situation remains challenging. We have poor weather conditions, which means we need to trade in the energy market more than we would like to. We did have some favorable currency movements. Overall, revenues are up and operating profits are up on an absolute basis with a stable profit margin, despite a lower production year-over-year. Overall, no real concerns here. On track to meeting our year-end projections for 2026.
The cost side, down 18% year-over-year. As I mentioned in my introduction, there were several non-recurring items, which you commonly incur when you're selling projects or having M&A activities like transaction fees, legal advisors, tax advisors. All of that is already reflected in H1. The legal fees incurred in connection with the legal matter and settlement in El Salvador. The $ 1.5 million we had at the end of the first six-month trading period for this year is significantly lower than 2025, but we are expecting a much stronger downturn towards year-end.
Spending in the second half of the year also because we are making some further headcount reductions across our offices. Spending should be much lighter, and the decrease should be much, much lower. 30% is still our full-year cost reduction target. Other financial metrics, nearly unchanged compared to previous quarters. Total asset base, equity ratio, the debt size, the cash size, all of that is very much in line with what we have shared quarter-over-quarter. There is not a lot of moving going on.
Now with the divestment, the Q3 total asset number will look different, but we are not there yet. For the second quarter closing, there were not a lot of changes. I know that the main questions are, okay, you sold projects, you got money for it, what are you going to do with it? When and how much will you distribute to shareholders as you have announced, and as was approved through the share capital reduction mechanism that the shareholders approved during the meeting in May? What you see here is a, let us say, more detailed summary of where we stand and what we project for the remainder of the year. End of June, free cash was $ 3.4 million.
The reduction compared to the free cash at the end of the first quarter, as I said, was mainly driven by the additional investment in Guatemala required to bring the project online, and also with the legal settlement in El Salvador. The sale we just closed, of course, increased the free cash substantially. Of the [$ 28.3 million] total purchase price, a portion was allocated to a minimum cash account. We will, for the next 12 months, have to retain this minimum cash as part of the protection of the buyers for the sale. After 12 months, it will go down by half, so then money will be released. The money we now allocated to escrow, shown here as of $ 2.2 million. That is a slightly different matter.
This escrow is connected to milestones and agreements that still need to be made, and we expect them to be released throughout the remainder of the year, as early as September. I fully expect to get the entire amount of $ 2.2 million into our account later this year. Of course, it is relevant to note that the release, and especially the full release, depends on certain post-closing milestones, and we can therefore not guarantee that we will indeed collect the entire amount. I am fairly confident that we do. Factoring that towards year end, we anticipate another project divestment.
When you then factor in overhead, transaction costs and so on, we project free cash to increase by another $ 6.5 million, for a total of $ 33 million by year end. Not factoring in the planned distributions to our shareholders. There is still a legal waiting period under Dutch law that will expire in the second half of August. Before that, we can legally not make a distribution. We also need Supervisory Board approval. In the coming two weeks, I will call a meeting of the Supervisory Board to get that approval, and we will recommend to execute the share capital reduction steps one, two, and three, which the shareholders approved.
That will be my recommendation. You can find the details in the minutes and documents of the last general meeting. If the Supervisory Board agrees to this and the waiting period under Dutch law ends without any objections being raised, then I expect that we can distribute around $29 million later this quarter, either in one payment or in two, depending on how quickly we can close the additional divestment.
This is subject to Supervisory Board approval, to Dutch law clearance, and of course, also to an extent to the exchange rate at the time we make the distribution. That is our goal. We're not waning on that. We're not moving away from that. It is our clear intention. Which brings me to looking ahead a little. Divestment activities. I think this is important to provide some guidance on what shareholders can expect going forward. This is basically an overview of our assets, excluding cash, just our investments as of today.
Project Merlin, the sale of Santa Rosa & Villa Sol in El Salvador, and San Patricio in Guatemala was just closed. I spoke about that already. For the project in Colombia, we have recently received a binding offer. We're currently negotiating final terms of the potential sale. Once these terms are agreed, we can move on to sign and close the transaction. It has not happened yet, but I fully expect it to happen. That asset will then also no longer be part of our group, which leaves the project in Mexico and an equity stake we hold in a U.S. microgrid developer.
Both of these will be more difficult to sell for different reasons. Let me start with the U.S. microgrid developer. The book value of our stake is, at the moment, $1.5 million. We already impaired that value at the end of 2025. Enernet is a very good company. They have excellent projects, but like with many companies, including ours, their original ambitions were much greater. It is something where we need to see how can we stay involved going forward.
Of course, we do not want to, but there's also a time and a place when you can divest a stake. Interest from potential buyers has been a bit muted, uncertain. We do not know when and how, and for how much we can basically sell our stake. It is our intention to do so, but it could ultimately be that we will sell this below book value. Which brings me to Mexico. Mexico is a good plant, nearly 16 MW installed capacity. We acquired it in early 2022. Now we're faced with energy law changes in the country.
Legacy projects like ours are not really protected. What the government wants us to do is basically migrate to a new regulatory regime, which requires us to share a larger share or stake of the transmission costs in the grid infrastructure. This has an effect on the offtakers that we deliver to as well. We need to see what the exact commercial impact is, then we would have to sit down with the offtakers and also the bank financing the project to make sure that we can structure a business case or protect the business case that actually leaves this project valuable. Which is why we put the divestment discussions on hold for now.
Of course, interest from potential buyers, as you can imagine, given this regulatory change, is also muted here because there is uncertainty, and we currently cannot project when and for how much we can sell the project. What we can say is that we have additional work to do now, thanks to the Mexican government. We will go through the motions. I'm sure that we will find a way to recover value here. This is really quite impactful and, also, looking at it, something that, of course, we don't necessarily agree with, but we have to live with it.
We have a way out of this, but it would just take more time to make that happen. Just to summarize. On the left side, Project Merlin closed. Los Girasoles, I totally expect this to be sold. Mexico and our stake in the U.S. microgrid developer is a different matter. To conclude my prepared remarks, just briefly highlighting this was the original outlook. For the year 2026, energy output of 75 GWh accompanied by revenues of $7.5 million, and overall, a profitable year on project and group level with the free cash projection now of $33 million.
We are confirming this guidance. There is some upside here because the project in Guatemala did deliver energy and record revenues and profits during testing in July and before we sold it. This will compensate for, let's say, us divesting the Colombia project earlier than by year-end. Again, the most important part, subject to Supervisory Board approval and the applicable legal process under Dutch law. A main focus is also to now cash out some of this money to shareholders. We will share details on that in due course. Michael, that really already concludes my remarks. If there are any questions, I'm happy to answer them, as always. Thank you so much.
Perfect. Let's jump into the Q&A. Of the $33 million projected year-end free cash, how much do we realistically see as distributable? Was that the $29 you were indicating? Of course, pending approval and everything. Is that how we should look at it?
Yes, that will be my recommendation to the Supervisory Board.
Yeah.
That is the amount that I'm currently planning with.
Perfect. The AGM approval return of up to EUR 1.7 per share, is that still the working ceiling? I guess you are now working with a different amount. Is that correctly understood?
Overall, the shareholders approved several steps to reduce the share capital by a total of EUR 1.70.
Yeah.
That is still the maximum currently approved. Of course, we need the funds to make that work.
Yeah.
At the moment we would, based on our projection, have sufficient funds to execute steps one, two, and three. For steps four and five, or amended steps, we will have to see what happens going forward.
There's a question here. What form will the distribution likely take?
Well, not just likely.
You discussed the different-
Not just likely. It will be a reduction of share capital. Our company has a certain amount of approved share capital or capital per share, and that capital will be reduced. Each shareholder owning a share will receive his fraction of that. Commonly, share capital reductions should be tax-free by the person receiving them-
Yeah.
...in a country. It is of course country specific, but this is why we structured it that way, because we don't have any profits to distribute. We have excess cash to distribute, a share capital reduction is the path that we chose for that.
Perfectly. What is the realistic run rate, of course cost simply keeping the listed entity alive through the wind down? Could it be cash neutral? The project that you have on the books, could that compensate? Now we are just thinking loud and we of course don't know which project will be sold and not when-
Yeah.
...and so on. Looking into 2027, could it be cash neutral with the projects running versus-
No.
...the cost that is to.
No. Operationally, let's say the project that remains in Mexico would not be big enough to support the cost structure. It might be close, but it's not really. If we do not change the cost structure, and by that I mean reduce overhead further. A portion of that is, of course, the question of the listing costs and everything that's associated with it. We will act on this, naturally. If we go back to the free cash projection of $33 million by year-end, and by then we have distributed, let's say, the $29 million, that would give us $4 million in free cash to start 2027.
Money will be released from the minimum cash requirement, money will also come in. The spending for which we have to tap into that reserve will be relatively low, especially if we decide to delist the entity. Of course, the project in Mexico should be sold eventually. The stake we have in the U.S. company should be sold eventually. That is also money coming in in addition.
I would say that overall, the money that we have and that will come in or is expected to come in in the future will outweigh anything that we spend on overhead in 2027. It will, of course, depend whether the shareholders and the Supervisory Board agrees to, for example, delist the company if we decide to do so, and how quickly we can sell everything. I think we are in a very comfortable position so that everything that we do in 2027 will not eat up our reserves. That should definitely not be the case. Yeah. If that is the question that you asked.
Perfectly. On the Mexican side, of course, as you said, you're still calculating on it. I'm thinking about the loan terms that is over there. You are still indicating that you can pay out a large sum of your cash. Is there any covenants on the loan sides to these changes of regulatory or potential income in the future through these law changes? These loans, do they affect or are they isolated to that project? If you understand what I mean.
Yes, they are isolated. I understand what you mean.
Yeah.
The loan structure in Mexico is a non-recourse structure. We are not obliged to keep the project alive if it cannot meet its debt service payments. What will happen is there will be an event of default, and in that sense, well, we would of course have to write off the investment and the banks would step in. We are far away from that. We are assessing the impact.
We have a plan how we can restructure the project or ask a new owner to restructure the project. This will, of course, be done working closely with the banks. The regulatory change does not affect our group company. It affects the local entity, and that local entity is isolated. There is no risk of this impacting our distributions.
No. Perfect. I think that was clarified. And of course. You talked a little bit about it. What are the main differences? Is that the cost of paying more of the grid connectivity? Is that the main, or is there anything about the prices and so on that is also affecting these changed regulations in Mexico?
No. To the extent that we understand this now, the sole purpose is to say the grid infrastructure in the country costs a certain amount of money, and we want renewable energy projects, new ones and old ones, to pay for a larger share of that.
Yeah.
Our contract allows us to pass these costs on to off-takers. If you're an off-taker today, you're paying, let's say, $105 per megawatt hour for your energy. In the future, you might have to pay significantly more. For the off-takers, that is a game-changing regulation. Of course, we need to prevent that the off-takers default on our PPA, et c. We will have to work with them.
Yeah.
To see how this additional cost can be shared or can be, elevated by, let's say, agreeing to slightly higher prices, splitting the cost, but the contract term is extended. All of this kind of stuff is something we have to discuss, but the initial projection is that for a plant like ours, with roughly $4 million in revenue and a fairly low cost base of, let's say, a little over $1 million.
Yeah.
That they could charge us an additional $600,000 or so per year. It is really impactful and really harmful, and this is why we now have to see what is the exact impact. Then we have to sit down with the off-takers and with the banks and find a way to protect this project. Very simply.
Of course, I understand that you are still digging through the changes here, but is it only renewables, or is it everybody delivering into the grid that needs to pay? The reason why I ask this question is the off-takers and of course you need to protect that they cannot default on it, but I guess that will just mean high energy prices in general in Mexico. The one you are selling to, your off-taker, has no really choice than to do that. Is it only on renewable projects and not on other projects that needs to pay the higher grid cost?
Well, at the end, everyone in the grid is expected to bear its share.
Yeah.
The fact is that renewable projects so far were protected-
Yeah.
...clean and affordable energy to the grid. That was part of the, let's say, incentives to expand the renewable infrastructure in Mexico. Now they're trying to take that away because they're more focused on, let's say, fossil fuel. They also want to make sure that the local state-owned utility controls most of the grid. This is just an attack on the small people, if you want. We've seen this before, and we were able to protect ourselves legally. This time it seems they took that into account, and there is no real way out other than to change the setup of the business. Yeah.
I don't know whether you want to disclose this. I will end with this question, Stefan. The carrying value minus the debt, what is that around on the Mexican project? Your asset base.
Oh, okay.
Yeah.
Well, we invested $4.5 million into the project, and it has had challenges before. When we valued this equity stake before we decided to sell it, we arrived at a value between $4 million and $5 million. This is what we wanted to get for our stakes. With this impact, of course, the value dropped significantly. Our job is now to go back to that initial valuation.
Yeah. The $4.5+ the $22, or around $23, that's how we should look at it-
Yeah.
...neutral value-
Yeah.
...the cash flow, and you indicated $600,000.
Little over $30 million.
I know it's impactful-
Yeah.
...on the evaluation, now we at least have some measures to try and value what could the project be worst case there were. Thank you, Stefan. That was all for me-
No problem.
...I'm just checking whether there is more questions from the audience. No. Thank you for taking us through your results and congrats on the, what do you call? The highlights. Really, really important to get that close. Thank you for taking us through your presentation, your half-year result, and the new flow, and thank you for answering questions. May everybody have a nice day.
Thank you. Bye-bye.