Ellomay Capital Reports Results for the Three Months Ended March 31, 2020
Tel-Aviv, Israel, June 23, 2020 – Ellomay Capital Ltd. (NYSE American; TASE: ELLO) (“Ellomay” or the “Company”), a renewable energy and power generator and developer of renewable
energy and power projects in Europe and Israel, today reported its unaudited financial results for the three month period ended March 31, 2020.
Financial Highlights
• Revenues were approximately €1.9 million for the three months ended March 31, 2020, compared to approximately €4.7 million for the three months ended March 31, 2019. The decrease in
revenues is mainly due to the sale of ten Italian indirectly wholly-owned subsidiaries of the Company, which held twelve photovoltaic plants in Italy with an aggregate installed capacity of
approximately 22.6 MWp, during December 2019 (the “Italian PV Portfolio”).
• Operating expenses were approximately €1.1 million for the three months ended March 31, 2020, compared to approximately €1.7 million for the three months ended March 31, 2019. The
decrease in operating expenses is mainly attributable to the sale of the Italian PV Portfolio and to increased operational efficiency of the Company’s Waste-to-Energy projects in the
Netherlands. Depreciation expenses were approximately €0.7 million for the three months ended March 31, 2020, compared to approximately €1.6 million for the three months ended March 31,
- The decrease reflects the sale of the Italian PV Portfolio.
• Project development costs were approximately €1.8 million for the three months ended March 31, 2020, compared to approximately €0.9 million for the three months ended March 31, 2019. The
increase in project development expenses is mainly attributable to the development of photovoltaic projects in Italy.
• General and administrative expenses were approximately €1.1 million for the three months ended March 31, 2020, compared to approximately €0.9 million for the three months ended March 31, - There was no material change in the substance and composition of the expenses included in general and administrative expenses between the two periods.
• Share of profits of equity accounted investee, after elimination of intercompany transactions, was approximately €1.3 million for the three months ended March 31, 2020, compared to
approximately €1.2 million for the three months ended March 31, 2019. The increase in the Company’s share of profit of equity accounted investee is mainly attributable to lower financing
expenses incurred by Dorad Energy Ltd. for the period as a result of the CPI indexation of loans from banks.
• Financing expenses, net were approximately €0.4 million for the three months ended March 31, 2020, compared to approximately €1.7 million for the three months ended March 31, 2019. The
decrease in financing expenses, net, was mainly due to: (i) income recorded in connection with the reevaluation of the Company’s euro/US$ forward transactions and revaluation of Dori
Energy loan in the aggregate amount of approximately €1 million during the three months ended March 31, 2020, compared to approximately €0.4 million during the three months ended March
31, 2019, (ii) decreased expenses resulting from exchange rate differences amounting to approximately €0.7 million in the three months ended March 31, 2020, compared to approximately €1.2
million for the three months ended March 31, 2019, mainly in connection with the New Israeli Shekel cash and cash equivalents and with the New Israeli Shekel denominated Debentures,
caused by the 0.6% appreciation of the euro against the NIS during the three months ended March 31, 2020, compared to the 5% devaluation of the euro against the NIS during the three
months ended March 31, 2019 and (iii) a decrease in financing expenses of approximately €0.3 million compared to financing expenses in the three months ended March 31, 2019 resulting
from the early repayment of the Company’s Series A Debentures and the sale of the Italian PV Portfolio, including all related project finance.
First Quarter 2020 CEO Review
Ran Fridrich, CEO and a board member of the Company, provided the following CEO review:
The immediate impact of the pandemic on the Company’s activities has been minor thus far.
Out of concern for its employees, the Company was prepared to enable its employees to work full-time from home. All employees currently have remote access and if additional
quarantine is required, the Company’s work will not be affected.
The effect is mainly reflected in the decrease of electricity prices in Spain, which impacts the revenues of the Company’s 4 currently active Spanish photovoltaic facilities. Approximately
20% of the revenues of these facilities is derived from the sale of electricity to the grid at current electricity prices. As a result of the decrease in electricity prices, the revenues from
these facilities in the first quarter of 2020 decreased by approximately €0.1 million compared to the revenues in the same period in 2019.
The pandemic caused a cumulative delay of approximately 30 days in the completion of works in the Talasol project (300 MW photovoltaic plant) located in Spain. Despite this delay, we
currently expect that the EPC contractor will meet the original delivery dates of the project.
As for the long-term effects, the main influencing factor is the amount of time it will take for electricity prices to return to the pre-crisis price environment. In our opinion, based on the
assessment of experts in the field, the process is expected to take approximately two years.
The impact of electricity prices on the Talasol project is minimal, as we have a fixed rate agreement (PPA) for a period of 10 years from the date of commercial operation in connection
with approximately 80% of the project output.
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• Taxes on income were approximately €0.1 million for the three months ended March 31, 2020, compared to approximately €0.2 million for the three months ended March 31, 2019.
• Loss for the three months ended March 31, 2020 was approximately €1.9 million, compared to a loss of approximately €1 million for the three months ended March 31, 2019.
• Total other comprehensive income was approximately €14 million for the three months ended March 31, 2020, compared to approximately €0.6 million for the three months ended March 31, - The increase in total other comprehensive income mainly resulted from changes in fair value of cash flow hedges.
• Total comprehensive income was approximately €12.2 million for the three months ended March 31, 2020, compared to total comprehensive loss of approximately €0.4 million for the three
months ended March 31, 2019.
• EBITDA was approximately €(0.6) million for the three months ended March 31, 2020, compared to approximately €2.5 million for the three months ended March 31, 2019.
• Net cash used in operating activities was approximately €0.5 million for the three months ended March 31, 2020, compared to net cash provided by operating activities of approximately €0.2
million for the three months ended March 31, 2019. The decrease in net cash from operating activities is mainly attributable to the sale of Italian PV Portfolio.
• As of June 1, 2020, the Company held approximately €56.7 million in cash and cash equivalents, approximately €6.4 million in short-term deposits, approximately €2.3 million in marketable
securities and approximately €10.3 million in restricted short-term and long-term cash.
• Impact of COVID – 19 on the Company’s activities
• As for projects under development in Italy and Spain (an aggregate of up to 650 MW), we currently estimate that when these projects reach financial closing, the prevailing electricity prices
will enable the signing of PPA transactions at prices that are in line with our financial model. In parallel, the panel prices and construction costs are expected to continue to decline and
support the economic viability of the projects. We currently estimate that the return spreads to us will be around an 11%-13% leveraged return, with 60% financing coverage.
Use of NON-IFRS Financial Measures
EBITDA is a non-IFRS measure and is defined as earnings before financial expenses, net, taxes, depreciation and amortization. The Company presents this measure in order to enhance the
understanding of the Company’s historical financial performance and to enable comparability between periods. While the Company considers EBITDA to be an important measure of
comparative operating performance, EBITDA should not be considered in isolation or as a substitute for net income or other statement of operations or cash flow data prepared in
accordance with IFRS as a measure of profitability or liquidity. EBITDA does not take into account the Company’s commitments, including capital expenditures, and restricted cash and,
accordingly, is not necessarily indicative of amounts that may be available for discretionary uses. Not all companies calculate EBITDA in the same manner, and the measure as presented
may not be comparable to similarly-titled measures presented by other companies. The Company’s EBITDA may not be indicative of the historic operating results of the Company; nor is it
meant to be predictive of potential future results. A reconciliation between results on an IFRS and non-IFRS basis is provided in the last table of this press release.
About Ellomay Capital Ltd.
Ellomay is an Israeli based company whose shares are registered with the NYSE American and with the Tel Aviv Stock Exchange under the trading symbol “ELLO”. Since 2009, Ellomay
Capital focuses its business in the renewable energy and power sectors in Europe and Israel.
To date, Ellomay has evaluated numerous opportunities and invested significant funds in the renewable, clean energy and natural resources industries in Israel, Italy and Spain, including:
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• The majority of the Company’s efforts today are focused on the successful completion of the Talasol project, the development of photovoltaic plants in Spain and Italy, and in bringing the
pumped storage project in the Manara Cliff, Israel, to financial closing.
• The first quarter of 2020 was characterized by a decrease in revenues, mainly as a result of the sale of our Italian PV portfolio. Financing expenses in the quarter decreased by approximately
€1.3 million as a result of exchange rate differences, revaluation of a loan to an equity accounted investee and due to a significant reduction in the Company’s debt.
• Project development expenses increased by more than €1 million in the quarter, as a result of increased volume of projects that are currently in the development pipeline.
• The Company continues its attempts to reduce costs and increase operational efficiency of its operating photovoltaic facilities in Spain and Israel.
• Biogas operations in the Netherlands reached a stable operating position and are fully in line with the planned budget. In February 2020, a very strong storm hit one of the facilities (GGOT),
causing the facility to be partially deactivated. The damage repair and return of the facility to full activity took about 8 weeks, as the process of returning to full biological facility output is
gradual. In May 2020, the facility returned to full operation and current production exceeds 100% of the originally planned output. Facility insurance and profit loss insurance are expected
cover the majority of the damage.
• The Company’s total equity increased by approximately 24% during the first quarter to approximately €133 million.
• Approximately 7.9MW of photovoltaic power plants in Spain and a photovoltaic power plant of approximately 9 MW in Israel;
• 9.375% indirect interest in Dorad Energy Ltd., which owns and operates one of Israel’s largest private power plants with production capacity of approximately 860MW, representing
about 6%-8% of Israel’s total current electricity consumption;
• 51% of Talasol, which is involved in a project to construct a photovoltaic plant with a peak capacity of 300MW in the municipality of Talaván, Cáceres, Spain;
• 100% of Groen Gas Goor B.V. and of Groen Gas Oude-Tonge B.V., project companies developing anaerobic digestion plants with a green gas production capacity of approximately 375
Nm3/h, in Goor, the Netherlands and 475 Nm3/h, in Oude Tonge, the Netherlands, respectively;
• 75% of Ellomay Pumped Storage (2014) Ltd. (including 6.67% that are held by a trustee in trust for us and other parties), which is involved in a project to construct a 156 MW pumped
storage hydro power plant in the Manara Cliff, Israel.
Ellomay Capital is controlled by Mr. Shlomo Nehama, Mr. Hemi Raphael and Mr. Ran Fridrich. Mr. Nehama is one of Israel’s prominent businessmen and the former Chairman of Israel’s
leading bank, Bank Hapohalim, and Messrs. Raphael and Fridrich both have vast experience in financial and industrial businesses. These controlling shareholders, along with Ellomay’s
dedicated professional management, accumulated extensive experience in recognizing suitable business opportunities worldwide. Ellomay believes the expertise of Ellomay’s controlling
shareholders and management enables the Company to access the capital markets, as well as assemble global institutional investors and other potential partners. As a result, we believe
Ellomay is capable of considering significant and complex transactions, beyond its immediate financial resources.
For more information about Ellomay, visit https://ellomay.com.
Information Relating to Forward-Looking Statements
This press release contains forward-looking statements that involve substantial risks and uncertainties, including statements that are based on the current expectations and assumptions of the
Company’s management. All statements, other than statements of historical facts, included in this press release regarding the Company’s plans and objectives, expectations and assumptions of
management are forward-looking statements. The use of certain words, including the words “estimate,” “project,” “intend,” “expect,” “believe” and similar expressions are intended to identify
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company may not actually achieve the plans, intentions or expectations disclosed in
the forward-looking statements and you should not place undue reliance on the Company’s forward-looking statements. Various important factors could cause actual results or events to differ
materially from those that may be expressed or implied by the Company’s forward-looking statements, including the impact of the COVID-19 pandemic on the Company’s operations and projects,
including in connection with steps taken by authorities in countries in which the Company operates, regulatory changes, changes in the supply and prices of resources required for the operation
of the Company’s facilities (such as waste and natural gas) and in the price of oil, changes in demand and technical and other disruptions in the operations or construction of the power plants
owned by the Company. These and other risks and uncertainties associated with the Company’s business are described in greater detail in the filings the Company makes from time to time with
Securities and Exchange Commission, including its Annual Report on Form 20-F. The forward-looking statements are made as of this date and the Company does not undertake any obligation to
update any forward-looking statements, whether as a result of new information, future events or otherwise.
Contact:
Kalia Weintraub
CFO
Tel: +972 (3) 797-1111
Email: kaliaw@ellomay.com
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Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Interim Statements of Financial Position
- Convenience translation into US$ (exchange rate as at March 31, 2020: euro 1 = US$ 1.094)
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March 31 December 31, March 31,
2020 2019 2020
Unaudited Audited Unaudited
€ in thousands
Convenience
Translation into
US$ in
thousands**
Assets
Current assets:
Cash and cash equivalents 57,765 44,509 63,198
Marketable securities 2,254 2,242 2,466
Short term deposits 6,410 6,446 7,013
Restricted cash 276 22,162 302
Receivable from concession project 1,486 1,463 1,626
Financial assets 1,410 1,418 1,543
Trade and other receivables 4,328 4,882 4,735
73,929 83,122 80,883
Non-current assets
Investment in equity accounted investee 32,518 33,561 35,576
Advances on account of investments 878 883 961
Receivable from concession project 26,603 27,122 29,105
Fixed assets 175,424 114,389 191,923
Right-of-use asset 15,344 15,401 16,787
Intangible asset 4,924 5,042 5,387
Restricted cash and deposits 10,288 10,956 11,256
Deferred tax 839 2,285 918
Long term receivables 8,909 12,249 9,747
Derivatives 26,486 5,162 28,977
302,213 227,050 330,637
Total assets 376,142 310,172 411,520
Liabilities and Equity
Current liabilities
Current maturities of long term loans 3,980 4,138 4,354
Debentures 4,592 26,773 5,024
Trade payables 22,278 1,765 24,376
Other payables 6,023 5,010 6,589
36,873 37,686 40,343
Non-current liabilities
Lease liability 15,419 15,402 16,869
Long-term loans 126,021 89,182 137,874
Debentures 44,586 44,811 48,779
Deferred tax 9,786 6,467 10,706
Other long-term liabilities 1,840 1,795 2,013
Derivatives 8,698 7,263 9,516
206,350 164,920 225,757
Total liabilities 243,223 202,606 266,100
Equity
Share capital 23,933 21,998 26,184
Share premium 75,427 64,160 82,521
Treasury shares (1,736) (1,736) (1,899)
Transaction reserve with non-controlling Interests 6,106 6,106 6,680
Reserves 10,184 3,283 11,142
Retained earnings 11,401 12,818 12,473
Total equity attributed to shareholders of the Company 125,315 106,629 137,101
Non-Controlling Interest 7,604 937 8,319
Total equity 132,919 107,566 145,420
Total liabilities and equity 376,142 310,172 411,520
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Interim Statements of Comprehensive Profit (Loss) - Except per share data
** Convenience translation into US$ (exchange rate as at March 31, 2020: euro 1 = US$ 1.094)
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For the three months ended March 31,
For the year ended
December 31,
For the three
months ended
March 31,
2019 2020 2019 2020
Unaudited Audited Unaudited
€ in thousands* € in thousands*
Convenience
Translation into
US$** in
thousands*
Revenues 4,733 1,943 18,988 2,126
Operating expenses (1,664) (1,061) (6,638) (1,161)
Depreciation and amortization (1,578) (726) (6,416) (794)
Gross profit 1,491 156 5,934 171
Project development costs (874) (1,754) (4,213) (1,919)
General and administrative expenses (897) (1,081) (3,827) (1,183)
Share of profits of equity accounted investee 1,164 1,331 3,086 1,456
Other expenses, net – – (2,100) –
Capital gain – – 18,770 –
Operating profit (loss) 884 (1,348) 17,650 (1,475)
Financing income 390 425 1,827 465
Financing income in connection with derivatives, net 431 954 897 1,044
Financing expenses (2,485) (1,792) (10,877) (1,961)
Financing expenses, net (1,664) (413) (8,153) (452)
Profit (loss) before taxes on income (780) (1,761) 9,497 (1,927)
Tax benefit (Taxes on income) (189) (104) 287 (114)
Profit (loss) for the period (969) (1,865) 9,784 (2,041)
Profit (loss) attributable to:
Owners of the Company (711) (1,417) 12,060 (1,550)
Non-controlling interests (258) (448) (2,276) (491)
Profit (loss) for the period (969) (1,865) 9,784 (2,041)
Other comprehensive income (loss) items that after
initial recognition in comprehensive income (loss)
were or will be transferred to profit or loss:
Foreign currency translation differences for foreign operations 1,232 (199) 2,103 (218)
Effective portion of change in fair value of cash flow hedges 350 14,112 1,076 15,439
Net change in fair value of cash flow hedges transferred to profit or loss (1,010) 103 (1,922) 113
Total other comprehensive income 572 14,016 1,257 15,334
Total comprehensive income (loss) for the period (397) 12,151 11,041 13,293
Total other comprehensive income (loss) attributable to:
Owners of the Company 654 6,901 2,114 7,550
Non-controlling interests (82) 7,115 (857) 7,784
Total other comprehensive income (loss) for the period 572 14,016 1,257 15,334
Basic net profit (loss) per share (0.07) (0.12) 1.09 (0.13)
Diluted net profit (loss) per share (0.07) (0.12) 1.09 (0.13)
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Interim Statements of Changes in Equity
7
Noncontrolling Total
Attributable to shareholders of the Company Interests Equity
Share
capital
Share
premium
Retained
earnings
Treasury
shares
Translation
reserve
from
foreign
operations
Hedging
Reserve
Interests
Transaction
reserve
with
noncontrolling
Interests Total
€ in thousands
For the three month ended March 31,
2020 (unaudited):
Balance as at January 1, 2020 21,998 64,160 12,818 (1,736) 4,356 (1,073) 6,106 106,629 937 107,566
Loss for the period – – (1,417) – – – – (1,417) (448) (1,865)
Other comprehensive income (loss)
for the period – – – – (223) 7,124 – 6,901 7,115 14,016
Total comprehensive income (loss) for
the period – – (1,417) – (223) 7,124 – 5,484 6,667 12,151
Transactions with owners of the
Company, recognized directly in
equity:
Issuance of ordinary shares 1,935 11,253 – – – – – 13,188 – 13,188
Share-based payments – 14 – – – – – 14 – 14
Balance as at
March 31, 2020 23,933 75,427 11,401 (1,736) 4,133 6,051 6,106 125,315 7,604 132,919
Noncontrolling Total
Attributable to shareholders of the Company Interests Equity
Translation
Share Share Retained Treasury
reserve
from
foreign Hedging
capital premium earnings shares Operations Reserve Total
€ in thousands
For the three month ended March 31,
2019 (unaudited):
Balance as at January 1, 2019 19,980 58,334 758 (1,736) 1,396 (227) 78,515 (1,558) 76,957
Loss for the period – – (711) – – – (711) (258) (969)
Other comprehensive income (loss) for
the period – – – – 1,314 (660) 654 (82) 572
Total comprehensive income (loss) for the
period – – (711) – 1,314 (660) (57) (340) (397)
Transactions with owners of the
Company, recognized directly in equity:
Options exercise 8 11 – – – – 19 – 19
Share-based payments – 1 – – – – 1 – 1
Balance as at
March 31, 2019 19,988 58,356 47 (1,736) 2,710 (887) 78,478 (1,898) 76,580
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Interim Statements of Changes in Equity (cont’d)
8
Noncontrolling Total
Attributable to shareholders of the Company Interests Equity
Share
capital
Share
premium
Retained
earnings
Treasury
shares
Translation
reserve
from
foreign
operations
Hedging
Reserve
Interests
Transaction
reserve
with
noncontrolling
Interests Total
€ in thousands
For the year ended
December 31, 2019 (Audited):
Balance as at
January 1, 2019 19,980 58,344 758 (1,736) 1,396 (227) – 78,515 (1,558) 76,957
Profit (loss) for the year – – 12,060 – – – – 12,060 (2,276) 9,784
Other comprehensive income (loss)
for the year – – – – 2,960 (846) – 2,114 (857) 1,257
Total comprehensive income (loss) for
the year – – 12,060 – 2,960 (846) – 14,174 (3,133) 11,041
Transactions with owners of the
Company, recognized directly in
equity:
Sale of shares in subsidiaries to
non-controlling interests – – – – – – 5,439 5,439 5,374 10,813
Purchase of shares in subsidiaries
from non-controlling interests – – – – – – 667 667 254 921
Issuance of ordinary shares 2,010 5,797 – – – – – 7,807 – 7,807
Options exercise 8 11 – – – – – 19 – 19
Share-based payments – 8 – – – – – 8 – 8
Balance as at
December 31, 2019 21,998 64,160 12,818 (1,736) 4,356 (1,073) 6,106 106,629 937 107,566
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Interim Statements of Changes in Equity (cont’d)
9
Noncontrolling Total
Attributable to shareholders of the Company Interests Equity
Share
capital
Share
premium
Retained
earnings
Treasury
shares
Translation
reserve
from
foreign
operations
Hedging
Reserve
Interests
Transaction
reserve
with
noncontrolling
Interests Total
Convenience translation into US$ (exchange rate as at March 31, 2020: euro 1 = US$ 1.094)
For the three month ended March 31,
2020 (unaudited):
Balance as at January 1, 2020 24,067 70,195 14,023 (1,899) 4,766 (1,174) 6,680 116,658 1,026 117,684
Loss for the period – – (1,550) – – – – (1,550) (491) (2,041)
Other comprehensive income (loss)
for the period – – – – (244) 7,794 – 7,550 7,784 15,334
Total comprehensive income (loss) for
the period – – (1,550) – (244) 7,794 – 6,000 7,293 13,293
Transactions with owners of the
Company, recognized directly in
equity:
Issuance of ordinary shares 2,117 12,311 – – – – – 14,428 – 14,428
Share-based payments – 15 – – – – – 15 – 15
Balance as at
March 31, 2020 26,184 82,521 12,473 (1,899) 4,522 6,620 6,680 137,101 8,319 145,420
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Interim Statements of Cash Flows - Convenience translation into US$ (exchange rate as at March 31, 2020: euro 1 = US$ 1.094)
10
For the three months ended March 31,
For the year ended
December 31,
For the three
months ended
March 31,
2019 2020 2019 2020
Unaudited Audited Unaudited
€ in thousands
Convenience
Translation into
US$*
Cash flows from operating activities
Profit (loss) for the period (969) (1,865) 9,784 (2,041)
Adjustments for:
Financing expenses, net 1,664 413 8,153 452
Capital gain – – (18,770) –
Depreciation and amortization 1,578 726 6,416 794
Share-based payment transactions 1 14 8 15
Share of profits of equity accounted investees (1,164) (1,331) (3,086) (1,456)
Payment of interest on loan from an equity accounted investee – 582 370 637
Change in trade receivables and other receivables (1,696) 588 403 643
Change in other assets (708) (215) (1,950) (235)
Change in receivables from concessions project 171 201 1,329 220
Change in accrued severance pay, net 4 – 9 –
Change in trade payables 509 315 461 345
Change in other payables 416 (274) 5,336 (300)
Income tax expense (tax benefit) 189 104 (287) 114
Income taxes paid – – (100) –
Interest received 415 441 1,719 482
Interest paid (205) (168) (6,083) (184)
1,174 1,396 (6,072) 1,527
Net cash from (used in) operating activities 205 (469) 3,712 (514)
Cash flows from investing activities
Acquisition of fixed assets (7,289) (41,414) (74,587) (45,309)
Acquisition of subsidiary, net of cash acquired (1,000) – (1,000) –
Repayment of loan from an equity accounted investee – 1,923 – 2,104
Proceeds from sale of investments – – 34,586 –
Proceed from settlement of derivatives, net 532 – 532 –
Proceed (investment) in restricted cash, net 87 22,585 (26,003) 24,709
Investment in short term deposit – – (6,302) –
Repayment loan to others – – 3,912 –
Net cash used in investing activities (7,670) (16,906) (68,862) (18,496)
Cash flows from financing activities
Repayment of long-term loans (506) (810) (5,844) (886)
Repayment of Debentures – (22,162) (9,836) (24,246)
Issue of warrants – 320 – 350
Cost associated with long term loans – – (12,218) –
Proceeds from options 19 – 19 –
Sale of shares in subsidiaries to non-controlling interests – – 13,936 –
Acquisition of shares in subsidiaries from non-controlling interests – – (2,961) –
Issuance of ordinary shares – 13,188 7,807 14,428
Proceeds from long term loans 17,424 40,923 59,298 44,772
Proceeds from issuance of Debentures, net – – 22,317 –
Net cash from financing activities 16,937 31,459 72,518 34,418
Effect of exchange rate fluctuations on cash and cash equivalents (1) (828) 259 (905)
Increase in cash and cash equivalents 9,471 13,256 7,627 14,503
Cash and cash equivalents at the beginning of the period 36,882 44,509 36,882 48,695
Cash and cash equivalents at the end of the period 46,353 57,765 44,509 63,198
Ellomay Capital Ltd. and its Subsidiaries
Reconciliation of Profit (Loss) to EBITDA (in thousands) - Convenience translation into US$ (exchange rate as at March 31, 2020: euro 1 = US$ 1.094)
11
For the three months ended March 31,
For the year ended
December 31,
For the three
months ended
March 31,
2019 2020 2019 2020
Unaudited
€ in thousands
Convenience
Translation into
US$*
Net profit (loss) for the period (969) (1,865) 9,784 (2,041)
Financing expenses, net 1,664 413 8,153 452
Taxes on income 189 104 (287) 114
Depreciation 1,578 726 6,416 794
EBITDA 2,462 (622) 24,066 (681)
Information for the Company’s Debenture Holders
Pursuant to the Deeds of Trust governing the Company’s Series B and C Debentures (together, the “Debentures”), the Company is required to maintain certain financial covenants. For more
information, see Item 5.B of the Company’s Annual Report on Form 20-F submitted to the Securities and Exchange Commission on April 7, 2020.
Net Financial Debt
As of March 31, 2020, the Company’s Net Financial Debt (as such term is defined in the Deeds of Trust of the Company’s Debentures) was approximately €31.3 million (consisting of
approximately €139.4 million of short-term and long-term debt from banks and other interest bearing financial obligations and approximately €49.2 million in connection with the Series B
Debentures issuance (in March 2017) and the Series C Debentures issuance (in July 2019), net of approximately €66.4 million of cash and cash equivalents, short-term deposits and marketable
securities and net of approximately €90.9 million of project finance and related hedging transactions of the Company’s subsidiaries).
Information for the Company’s Series B Debenture Holders
The following is an internal pro forma consolidated statement of financial position of the Company as at March 31, 2020. This information is required under the Series B Deed of Trust in
connection with the adoption of IFRS 16 “Leases” by the Company and provides the consolidated statement of financial position of the Company as of the date set forth below after elimination
of the effects of adoption of IFRS 16. Based on the pro forma statement of financial position, the ratio of the Company’s equity (which the Company calculated in line with the definition of
Balance Sheet Equity in the Series B Deed of Trust) to balance sheet as at March 31, 2020 was 36.8%.
12
Unaudited Internal Pro Forma Statement of Financial Position
13
March 31,
2020
Unaudited
Pro Forma
€ in thousands
Assets
Current assets:
Cash and cash equivalents 57,765
Marketable securities 2,254
Short term deposits 6,410
Restricted cash and marketable securities 276
Receivable from concession project 1,486
Financial assets 1,410
Trade and other receivables 4,328
73,929
Non
-current assets
Investment in equity accounted investee 32,518
Advances on account of investments 878
Receivable from concession project 26,603
Fixed assets 175,424
Right
-of-use asset
Intangible asset 4,924
Restricted cash and deposits 10,288
Deferred tax 839
Long term receivables 8,909
Derivatives 26,486
286,869
Total assets 360,798
Liabilities and Equity
Current liabilities
Current maturities of long term loans 3,980
Debentures 4,592
Trade payables 22,278
Other payables 5,769
36,619
Non
-current liabilities
Lease liability
Long
-term loans 126,021
Debentures 44,586
Deferred tax 9,868
Other long
-term liabilities 1,840
Derivatives 8,698
191,013
Total liabilities 227,632
Equity
Share capital 23,933
Share premium 75,427
Treasury shares (1,736
)
Transaction reserve with non
-controlling Interests 6,106
Reserves 10,184
Retained earnings (accumulated deficit) 11,648
Total equity attributed to shareholders of the Company 125,562
Non
-Controlling Interest 7,604
Total equity 133,166
Total liabilities and equity 360,798
Information for the Company’s Series C Debenture Holders
The Deed of Trust governing the Company’s Series C Debentures includes an undertaking by the Company to maintain certain financial covenants, whereby a breach of such financial
covenants for two consecutive quarters is a cause for immediate repayment. As of March 31, 2020, the Company was in compliance with the financial covenants set forth in the Series C
Deed of Trust as follows: (i) the Company’s shareholders’ equity was €132.9 million, (ii) the ratio of the Company’s Net Financial Debt (as set forth above) to the Company’s CAP, Net
(defined as the Company’s consolidated shareholders’ equity plus the Net Financial Debt was 19.1% and (iii) the ratio of the Company’s Net Financial Debt to the Company’s Adjusted
EBITDA(1) was 1.3.
(1) The term “Adjusted EBITDA” is defined in the Series C Deed of Trust as earnings before financial expenses, net, taxes, depreciation and amortization, where the revenues from the
Company’s operations, such as the Talmei Yosef project, are calculated based on the fixed asset model and not based on the financial asset model (IFRIC 12), and before share-based
payments. The Series C Deed of Trust provides that for purposes of the financial covenant, the Adjusted EBITDA will be calculated based on the four preceding quarters, in the aggregate.
The Adjusted EBITDA is presented in this press release as part of the Company’s undertakings towards the holders of its Series C Debentures. For a general discussion of the use of nonIFRS measures, such as EBITDA and Adjusted EBITDA see above under “Use of NON-IFRS Financial Measures.”
The following is a reconciliation between the Company’s net profit (loss) and the Adjusted EBITDA for the four-quarter period ended March 31, 2020:
14
For the four
quarter period
ended March 31,
2020
Unaudited
€ in thousands
Net profit for the period 8,888
Financing expenses, net 6,902
Taxes on income (372)
Depreciation and amortization 5,564
Adjustment to revenues of the Talmei Yosef project due to calculation based on the fixed asset model 3,058
Share-based payments 20
Adjusted EBITDA as defined in the Series C Deed of Trust 24,060
