Ellomay Capital Reports Results for the Three Months Ended March 31, 2021
Tel-Aviv, Israel, June 24, 2021 – 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 unaudited financial results for the three month period ended March 31, 2021.
Financial Highlights
• Revenues were approximately €7.2 million for the three months ended March 31, 2021, compared to approximately €1.9 million for the three months ended March 31, 2020. This increase is
mainly attributable to the achievement of PAC (Preliminary Acceptance Certificate) of the Talasol photovoltaic facility (the “Talasol PV Plant”) on January 27, 2021, upon which the
Company commenced recognition of revenues. The increase also resulted from the acquisition of the Groen Gas Gelderland B.V. biogas facility (the “Gelderland Biogas Plant”) in
December 2020 and improved operational efficiency at the Company’s biogas plants in the Netherlands.
• Operating expenses were approximately €3.2 million for the three months ended March 31, 2021, compared to approximately €1.1 million for the three months ended March 31, 2020.
Depreciation expenses were approximately €3.1 million for the three months ended March 31, 2021, compared to approximately €0.7 million for the three months ended March 31, 2020.
The increase in operating expenses and in depreciation expenses is mainly attributable to the achievement of PAC of the Talasol PV Plant on January 27, 2021 and the Gelderland Biogas
Plant acquisition in December 2020.
• Project development costs were approximately €0.5 million for the three months ended March 31, 2021, compared to approximately €1.8 million for the three months ended March 31, 2020.
The decrease in project development costs is mainly due to capitalization of expenses in connection with the pumped-hydro storage project in the Manara Cliff commencing the fourth
quarter of 2020.
• General and administrative expenses were approximately €1.3 million for the three months ended March 31, 2021, compared to approximately €1.1 million for the three months ended
March 31, 2020. There was no material change in the 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 €0.6 million for the three months ended March 31, 2021, compared to
approximately €1.3 million for the three months ended March 31, 2020. The decrease in the Company’s share of profit of equity accounted investee is mainly attributable to the decrease
in Dorad Energy Ltd.’s revenues.
• Financing expenses, net were approximately €2.8 million for the three months ended March 31, 2021, compared to approximately €0.4 million for the three months ended March 31, 2020.
The increase in financing expenses, net, was mainly attributable to €0.8 million of expenses due to the early repayment of the Company’s Series B Debentures and financing expenses in
connection with the Talasol PV Plant previously capitalized to fixed assets that are recognized in profit and loss starting from PAC.
• Tax benefits were approximately €0.3 million for the three months ended March 31, 2021, compared to taxes on income of approximately €0.1 million for the three months ended March 31,
2020.
• Loss for the three months ended March 31, 2021 was approximately €2.7 million, compared to a loss of approximately €1.9 million for the three months ended March 31, 2020.
• Total other comprehensive loss was approximately €2.4 million for the three months ended March 31, 2021, compared to other comprehensive income of approximately €14 million for the
three months ended March 31, 2020. The decrease in total other comprehensive income mainly resulted from changes in fair value of cash flow hedges.
CEO Review – First Quarter of 2021
The financial results for the first quarter of 2021 included first time results of the Talasol PV Plant (300 MW photovoltaic plant in Spain) and the Gelderland Biogas Plant (which has a green gas
production license of 7.5 million Nm3 per year). The results of the quarter reflect an increase of approximately 270% in revenues and net cash from operating activities changed from loss in the
first quarter of 2020 to profit.
During the first quarter the pumped hydro-storage project in the Manara Cliff, Israel (156MWh with an aggregate storage capacity of approximately 1,900 MWh), achieved financial closing and
as of today the building works have commenced. In addition, we received the construction permits for the Ellomay Solar project (28 MW photovoltaic plant in Spain) and the building works are
in progress.
In parallel to the operations of the existing portfolio and the management of the projects under construction, the Company is advancing the development of a pipeline of photovoltaic projects in
Spain, Italy and Israel, which includes approximately 479 MW in advanced development stages and approximately 850 MW in preliminary development stages.
Talasol PV Plant (300 MW photovoltaic plant in Spain)
The proceeds from sale of electricity during the first quarter were approximately €4.1 and in line with the higher projected revenues for the first quarter of 2021. Based on applicable accounting
rules, an amount of approximately €1 million of such proceeds (which represents revenues from the sale of electricity prior to January 27, 2021 (the date in which the Talasol PV Plant achieved
PAC)) was not recognized as revenues and was capitalized and deducted from the cost of construction. The Adjusted FFO of the Talasol PV Plant for the quarter was approximately €1.8 million
(including the period prior to January 27, 2021 of which the results were capitalized in accordance with applicable accounting rules). The efficiency of the Talasol PV Plant during the first quarter
of 2021was approximately 88.43%, compared to the constructor’s contractual undertaking for a minimal efficiency of 76.95%.
Biogas Segment – the Netherlands
During the first quarter of 2021, the Company successfully completed the integration of the Gelderland Biogas Plant. This plant is equal in size to the two other plants owned by the Company
(combined) and is characterized by advanced manufacturing equipment. The existing equipment enables an increase of approximately 20% of production (subject to receipt of required permits)
and the plant includes additional land owned by the project company which will enable additional expansion. The biogas segment of the Company produced revenues of approximately €3.1
million and contributed approximately €0.6 million of FFO during the first quarter of 2021. The Company has a plan for additional improvements and enhancements underway that includes
improvements in the processes and the expansion of existing facilities.
Photovoltaic Segment in Spain (7.9 MW subsidized by Spain)
The results of these plants for the first quarter of 2021 were in line with the expectations and contributed revenues of approximately €0.8 million and FFO of approximately €0.7 million.
• Total comprehensive loss was approximately €5 million for the three months ended March 31, 2021, compared to total comprehensive income of approximately €12.1 million for the three
months ended March 31, 2020.
• EBITDA was approximately €2.9 million for the three months ended March 31, 2021, compared to EBITDA loss of approximately €(0.6) million for the three months ended March 31, 2020.
See the table on page 12 of this press release for a reconciliation of these numbers to profit and loss.
• Net cash provided by operating activities was approximately €1.3 million for the three months ended March 31, 2021, compared to net cash used in operating activities of approximately
€0.5 million for the three months ended March 31, 2020. The increase is mainly attributable to the achievement of PAC of the Talasol PV Plant on January 27, 2021 and the Gelderland
Biogas Plant acquisition in December 2020.
• As of June 1, 2021, the Company held approximately €78 million in cash and cash equivalents and approximately €9.8 million in restricted short-term and long-term cash.
Talmei Yosef PV Plant (9 MW photovoltaic plant in Israel)
The results of the Talmei Yosef PV Plant for the first quarter of 2021 were in line with the expectations and contributed adjusted revenues of approximately €0.8 million (adjusted to present the
revenues based on the fixed asset model and not as a financial asset under IFRIC 12) and Adjusted FFO of approximately €0.5 million.
Dorad Power Plant (9.375% indirectly owned by the Company)
The results of the Dorad power plant for the first quarter of 2021 were in line with expectations. The Company’s share of the net profit was approximately €0.62 million.
The 2021 first quarter’s results of the Company, taking into account the results of the Talasol PV Plant for the period until January 27, 2021 that was not recognized in profit and loss, support the
annual projections included in the Company’s investor presentation published in May 2021.
The Company’s PV operations, including the Talasol PV Plant, are affected by seasonality. The first quarter is characterized by lower radiation resulting in relatively lower revenues. Therefore,
the second quarter’s revenues of the Company’s PV operations are expected to be significantly higher. For example, commencing April 1, 2021 and until today, the Talasol PV Plant produced
revenues in the amount of approximately €9 million.
The financing expenses for the quarter included the cost of the early repayment of the Company’s Series B debentures and the settlement of the related hedging transactions for an aggregate
cost of approximately €1.1 million and its exchange for the Series C debentures that bear a lower interest rate will in the future compensate for the cost of the early repayment.
Use of NON-IFRS Financial Measures
EBITDA, FFO and Adjusted FFO are non-IFRS measures. EBITDA is defined as earnings before financial expenses, net, taxes, depreciation and amortization and FFO (funds from operations)
and Adjusted FFO are calculated by adding depreciation and amortization expenses to operating profit (loss) and deducting interest expenses on loans. The Company uses the terms “Adjusted
FFO” to highlight the fact that the Company presents the revenues from the Talmei Yosef PV Plant under the fixed asset model and not under IFRIC 12 and includes the financial results of the
Talasol PV plant for the period prior to achievement of PAC that were not recognized in the profit and loss statement based on accounting rules. The Company presents these measures in order
to enhance the understanding of the Company’s operating performance and to enable comparability between periods. While the Company considers these non-IFRS measures to be important
measures of comparative operating performance, these non-IFRS measures 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. These non-IFRS measures do not take into account the Company’s commitments, including capital expenditures
and restricted cash and, accordingly, are not necessarily indicative of amounts that may be available for discretionary uses. In addition, Adjusted FFO does not represent and is not an
alternative to cash flow from operations as defined by IFRS and is not an indication of cash available to fund all cash flow needs, including the ability to make distributions. Not all companies
calculate EBITDA, FFO or Adjusted FFO in the same manner, and the measures as presented may not be comparable to similarly-titled measures presented by other companies. The Company’s
actual EBITDA, FFO and Adjusted FFO may not be indicative of the Company’s historic operating results; nor is it meant to be predictive of potential future results. The Company uses these
measures internally as performance measures and believes that when these measures are combined with IFRS measures they add useful information concerning the Company’s operating
performance. A reconciliation between results on an IFRS and non-IFRS basis is provided on page 12 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:
• 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;
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, changes in the market price of electricity and in demand, 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, 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: hilai@ellomay.com
• 51% of Talasol, which owns a photovoltaic plant with a peak capacity of 300MW in the municipality of Talaván, Cáceres, Spain;
• Groen Gas Goor B.V., Groen Gas Oude-Tonge B.V. and Groen Gas Gelderland B.V., project companies operating anaerobic digestion plants in the Netherlands, with a green gas
production capacity of approximately 3 million, 3.8 million and 9.5 million (with a license to produce 7.5 million) Nm3 per year, respectively;
• 83.333% of Ellomay Pumped Storage (2014) Ltd., which is involved in a project to construct a 156 MW pumped storage hydro power plant in the Manara Cliff, Israel.
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Interim Statements of Financial Position
- Convenience translation into US$ (exchange rate as at March 31, 2021: euro 1 = US$ 1.174)
March 31 December 31, March 31,
2021 2020 2021
Unaudited Audited Unaudited
€ in thousands
Convenience
Translation into
US$ in
thousands**
Assets
Current assets:
Cash and cash equivalents 105,020 66,845 123,249
Marketable securities – 1,761 –
Short term deposits – 8,113 –
Restricted cash 2,500 – 2,934
Receivable from concession project 1,533 1,491 1,799
Trade and other receivables 9,071 9,825 10,646
118,124 88,035 138,628
Non-current assets
Investment in equity accounted investee 33,229 32,234 38,997
Advances on account of investments 2,430 2,423 2,852
Receivable from concession project 25,009 25,036 29,350
Fixed assets 278,363 264,095 326,680
Right-of-use asset 12,473 17,209 14,638
Intangible asset 4,552 4,604 5,342
Restricted cash and deposits 7,025 9,931 8,244
Deferred tax 4,896 3,605 5,746
Long term receivables 66 2,762 77
Derivatives 5,480 10,238 6,431
373,523 372,137 438,357
Total assets 491,647 460,172 576,985
Liabilities and Equity
Current liabilities
Current maturities of long term bank loans 13,331 10,232 15,645
Current maturities of long term loans 3,549 4,021 4,165
Debentures 8,295 10,600 9,735
Trade payables 2,380 12,387 2,793
Other payables 10,232 7,912 12,008
37,787 45,152 44,346
Non-current liabilities
Lease liability 12,455 17,299 14,617
Long-term loans 151,988 134,520 178,369
Other long-term bank loans 54,015 49,396 63,391
Debentures 92,941 72,124 109,073
Deferred tax 7,982 7,806 9,367
Other long-term liabilities 4,351 513 5,106
Derivatives 6,308 8,336 7,403
330,040 289,994 387,326
Total liabilities 367,827 335,146 431,672
Equity
Share capital 25,578 25,102 30,018
Share premium 85,756 82,401 100,641
Treasury shares (1,736) (1,736) (2,037)
Transaction reserve with non-controlling Interests 5,145 6,106 6,038
Reserves 3,052 4,164 3,582
Retained earnings 6,122 8,191 7,185
Total equity attributed to shareholders of the Company 123,917 124,228 145,427
Non-Controlling Interest (97) 798 (114)
Total equity 123,820 125,026 145,313
Total liabilities and equity 491,647 460,172 576,985
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, 2021: euro 1 = US$ 1.174)
For the three months ended March 31,
For the year ended
December 31,
For the three
months ended
March 31,
2021 2020 2020 2021
Unaudited Audited Unaudited
€ in thousands* € in thousands*
Convenience
Translation into
US$** in
thousands*
Revenues 7,200 1,943 9,645 8,450
Operating expenses (3,217) (1,061) (4,951) (3,775)
Depreciation and amortization (3,051) (726) (2,975) (3,581)
Gross profit 932 156 1,719 1,094
Project development costs (505) (1,754) (3,491) (593)
General and administrative expenses (1,263) (1,081) (4,512) (1,482)
Share of profits of equity accounted investee 617 1,331 1,525 724
Other expenses, net – – 2,100 –
Operating loss (219) (1,348) (2,659) (257)
Financing income 912 425 2,134 1,070
Financing income in connection with derivatives, net (124) 954 1,094 (146)
Financing expenses (3,554) (1,792) (6,862) (4,171)
Financing expenses, net (2,766) (413) (3,634) (3,247)
Loss before taxes on income (2,985) (1,761) (6,293) (3,504)
Tax benefit (Taxes on income) 319 (104) 125 374
Loss for the period (2,666) (1,865) (6,168) (3,130)
Loss attributable to:
Owners of the Company (2,069) (1,417) (4,627) (2,428)
Non-controlling interests (597) (448) (1,541) (702)
Loss for the period (2,666) (1,865) (6,168) (3,130)
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 562 (199) (482) 660
Effective portion of change in fair value of cash flow hedges (1,929) 14,112 2,210 (2,264)
Net change in fair value of cash flow hedges transferred to profit or loss (1,004) 103 555 (1,178)
Total other comprehensive income (loss) (2,371) 14,016 2,283 (2,782)
Total other comprehensive income (loss) attributable to:
Owners of the Company (1,112) 6,901 881 (1,305)
Non-controlling interests (1,259) 7,115 1,402 (1,477)
Total other comprehensive income (loss) for the period (2,371) 14,016 2,283 (2,782)
Total comprehensive income (loss) for the period (5,037) 12,151 (3,885) (5,912)
Total comprehensive income (loss) attributable to:
Owners of the Company (3,181) 5,484 (3,746) (3,733)
Non-controlling interests (1,856) 6,667 (139) (2,179)
Total comprehensive income (loss) for the period (5,037) 12,151 (3,885) (5,912)
Basic net loss per share (0.16) (0.12) (0.38) (0.19)
Diluted net loss per share (0.16) (0.12) (0.38) (0.19)
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Interim Statements of Changes in Equity
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,
2021 (unaudited):
Balance as at January 1, 2021 25,102 82,401 8,191 (1,736) 3,823 341 6,106 124,228 798 125,026
Loss for the period – – (2,069) – – – – (2,069) (597) (2,666)
Other comprehensive income (loss)
for the period – – – – 558 (1,670) – (1,112) (1,259) (2,371)
Total comprehensive income (loss) for
the period – – (2,069) – 558 (1,670) – (3,181) (1,856) (5,037)
Transactions with owners of the
Company, recognized directly in
equity:
Buy of shares in subsidiaries from
non-controlling interests – – – – – – (961) (961) 961 – Warrants exercise 454 3,348 – – – – – 3,802 – 3,802
Options exercise 22 – – – – – – 22 – 22
Share-based payments – 7 – – – – – 7 – 7
Balance as at
March 31, 2021 25,578 85,756 6,122 (1,736) 4,381 (1,329) 5,145 123,917 (97) 123,820
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
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Interim Statements of Changes in Equity (cont’d)
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, 2020 (Audited):
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 year – – (4,627) – – – – (4,627) (1,541) (6,168)
Other comprehensive income (loss)
for the year – – – – (533) 1,414 – 881 1,402 2,283
Total comprehensive income (loss) for
the year – – (4,627) – (533) 1,414 – (3,746) (139) (3,885)
Transactions with owners of the
Company, recognized directly in
equity:
Issuance of ordinary shares 3,084 18,191 – – – – – 21,275 – 21,275
Options exercise 20 – – – – – – 20 – 20
Share-based payments – 50 – – – – – 50 – 50
Balance as at
December 31, 2020 25,102 82,401 8,191 (1,736) 3,823 341 6,106 124,228 798 125,026
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Interim Statements of Changes in Equity (cont’d)
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, 2021: euro 1 = US$ 1.174)
For the three month ended March 31,
2021 (unaudited):
Balance as at January 1, 2021 29,459 96,704 9,613 (2,037) 4,487 400 7,166 145,792 937 146,729
Loss for the period – – (2,428) – – – – (2,428) (702) (3,130)
Other comprehensive income (loss)
for the period – – – – 655 (1,960) – (1,305) (1,477) (2,782)
Total comprehensive income (loss) for
the period – – (2,428) – 655 (1,960) – (3,733) (2,179) (5,912)
Transactions with owners of the
Company, recognized directly in
equity:
Buy of shares in subsidiaries from
non-controlling interests – – – – – – (1,128) (1,128) 1,128 – Warrants exercise 533 3,929 – – – – – 4,462 – 4,462
Options exercise 26 – – – – – – 26 – 26
Share-based payments – 8 – – – – – 8 – 8
Balance as at
March 31, 2021 30,018 100,641 7,185 (2,037) 5,142 (1,560) 6,038 145,427 (114) 145,313
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Interim Statements of Cash Flows - Convenience translation into US$ (exchange rate as at March 31, 2021: euro 1 = US$ 1.174)
For the three months ended March 31,
For the year ended
December 31,
For the three
months ended
March 31,
2021 2020 2020 2021
Unaudited Audited Unaudited
€ in thousands
Convenience
Translation into
US$* in thousands
Cash flows from operating activities
Loss for the period (2,666) (1,865) (6,168) (3,130)
Adjustments for:
Financing expenses, net 2,766 413 3,634 3,247
Profit from settlement of derivatives contract (407) – – (478)
Depreciation and amortization 3,051 726 2,975 3,581
Share-based payment transactions 7 14 50 8
Share of profits of equity accounted investees (617) (1,331) (1,525) (724)
Payment of interest on loan from an equity accounted investee – 582 582 –
Change in trade receivables and other receivables (1,182) 588 (3,868) (1,387)
Change in other assets 30 (215) 179 35
Change in receivables from concessions project 221 201 1,426 259
Change in trade payables (382) 315 190 (448)
Change in other payables 1,596 (274) (1,226) 1,873
Income tax expense (tax benefit) (319) 104 (125) (374)
Income taxes paid – – (119) –
Interest received 427 441 2,075 501
Interest paid (1,206) (168) (3,906) (1,415)
3,985 1,396 342 4,678
Net cash from (used in) operating activities 1,319 (469) (5,826) 1,548
Cash flows from investing activities
Acquisition of fixed assets (25,653) (41,414) (128,420) (30,106)
Acquisition of subsidiary, net of cash acquired – – (7,464) –
Compensation as per agreement with Erez Electricity Ltd. – – 1,418 –
Repayment of loan from an equity accounted investee – 1,923 1,978 –
Loan to an equity accounted investee (113) – (181) (133)
Advances on account of investments – – (1,554) –
Settlement of derivatives (252) – – (296)
Proceed from restricted cash, net 454 22,585 23,092 533
Proceed from (investment) in short term deposit 8,533 – (1,323) 10,014
Proceeds from marketable securities 1,785 – 1,800 2,095
Acquisition of marketable securities – – (1,481) –
Net cash used in investing activities (15,246) (16,906) (112,135) (17,893)
Cash flows from financing activities
Issuance of warrants – 320 2,544 –
Acquisition of shares in subsidiaries from non-controlling interests 1,400 – – 1,643
Proceeds from options 22 – 20 26
Cost associated with long term loans (197) – (734) (231)
Proceeds from long term loans 27,061 40,923 111,357 31,758
Repayment of long-term loans (457) (810) (3,959) (536)
Repayment of Debentures (21,877) (22,162) (26,923) (25,674)
Exercise of warrants 3,675 13,188 21,275 4,313
Proceeds from issue of convertible debentures, net 15,571 – – 18,274
Proceeds from issuance of Debentures, net 25,465 – 38,057 29,885
Net cash from financing activities 50,663 31,459 141,637 59,458
Effect of exchange rate fluctuations on cash and cash equivalents 1,439 (828) (1,340) 1,688
Increase in cash and cash equivalents 38,175 13,256 22,336 44,801
Cash and cash equivalents at the beginning of the period 66,845 44,509 44,509 78,448
Cash and cash equivalents at the end of the period 105,020 57,765 66,845 123,249
Ellomay Capital Ltd. and its Subsidiaries
Operating Segments
1
The Talmei Yosef PV Plant located in Israel is presented under the fixed asset model and not under the financial asset model as per IFRIC 12.
2 Not including an amount of approximately €1 million of proceeds from the sale of electricity prior to January 27, 2021 (the date in which the Talasol PV Plant achieved PAC).
PV Total
reportable Total
Italy Spain Israel1 Talasol Biogas Dorad Manara segments Reconciliations consolidated
For the three months ended March 31, 2021
€ in thousands
Revenues – 784 832 3,0892 3,098 12,227 – 20,030 (12,830) 7,200
Operating expenses – (132) (81) (611) (2,393) (9,279) – (12,496) 9,279 (3,217)
Depreciation and amortization
expenses – (237) (574) (1,915) (771) (1,212) – (4,709) 1,658 (3,051)
Gross profit (loss) – 415 177 563 (66) 1,736 – 2,825 (1,893) 932
Project development costs (505)
General and
administrative expenses (1,263)
Share of profits (loss) of
equity accounted investee 617
Operating loss (219)
Financing income 912
Financing income
(expenses) in connection
with derivatives, net (124)
Financing expenses, net (3,554)
Loss before taxes
on Income (2,985)
Segment assets as at
March 31, 2021 588 18,244 35,543 237,886 36,282 113,366 42,859 484,768 6,879 491,647
Ellomay Capital Ltd. and its Subsidiaries
Reconciliation of Loss to EBITDA - Convenience translation into US$ (exchange rate as at March 31, 2021: euro 1 = US$ 1.174)
Reconciliation of Segment Gross Profit to Segment Adjusted FFO
Reconciliation of Segment Gross Profit (Loss) to Segment FFO
For the three months ended March 31,
For the year ended
December 31,
For the three
months ended
March 31,
2021 2020 2020 2021
Unaudited
€ in thousands
Convenience
Translation into
US$* in thousands
Net loss for the period (2,666) (1,865) (6,168) (3,130)
Financing expenses, net 2,766 413 3,634 3,247
Tax benefit (Taxes on income) (319) 104 (125) (374)
Depreciation 3,051 726 2,975 3,581
EBITDA 2,832 (622) 316 3,324
Talasol PV
Plant Israel – PV(1)
For the three months ended
March 31, 2021
Unaudited
€ in thousands
Gross profit 563 177
General and administrative expenses (138) (47)
Operating profit 425 130
Adjustment 845(2) –
Adjusted operating profit 1,270 –
Depreciation and amortization 1,915 574
Interest on loans (1,425) (209)
Adjusted FFO 1,760 495
(1) Based on the segment results set forth above, which are adjusted to present the results of the Talmei Yosef PV Plant based on the fixed asset model and not as a financial asset under
IFRIC 12.
(2) Results of the Talasol PV Plant for the period until January 27, 2021.
Spain – PV
Netherlands –
Biogas
For the three months ended
March 31, 2021
Unaudited
€ in thousands
Gross profit (loss) 509 (66)
General and administrative expenses (23) (27)
Operating profit (loss) 486 (93)
Depreciation and amortization 237 771
Interest on loans (69) (109)
FFO 654 569
Information for the Company’s Debenture Holders
Pursuant to the Deeds of Trust governing the Company’s Series C and Series D 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 March 31, 2021 and below.
Net Financial Debt
As of March 31, 2021, the Company did not have a Net Financial Debt, as the calculation of Net Financial Debt (as such term is defined in the Deeds of Trust of the Company’s Debentures),
resulted in a negative amount (i.e., an excess of assets over liabilities) of approximately €(1.2) (consisting of approximately €242.81
million of short-term and long-term debt from banks and other
interest bearing financial obligations, approximately €103.82
million in connection with the Series C Debentures issuances (in July 2019, October 2020 and February 2021) and Series D Debentures
issuance (in February 2021), net of approximately €105 million of cash and cash equivalents, short-term deposits and marketable securities and net of approximately €242.83
million of project
finance and related hedging transactions of the Company’s subsidiaries).
1
Short-term and long-term debt from banks and other interest bearing financial obligations amount provided above, includes an amount of approximately €12.3 million costs associated with such
debt, which was capitalized and therefore offset from the debt amount that is recorded in the Company’s balance sheet.
2
Debentures amount provided above, includes an amount of approximately €2.5 million associated costs, which was capitalized and therefore offset from the debentures amount that is recorded
in the Company’s balance sheet.
3
The project finance amount deducted from the calculation of Net Financial Debt includes project finance obtained from various sources, including financing entities and the minority
shareholders in project companies held by the Company (provided in the form of shareholders’ loans to the project companies).
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, 2021, 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 approximately €123.8 million and (ii) the Company did not have a Net Financial Debt. In the event the Company does not have a Net
Financial Debt the calculation of the two covenants that are based on Net Financial Debt (i.e., the ratio of the Company’s Net Financial Debt to the Company’s CAP, Net (defined as the
Company’s consolidated shareholders’ equity plus the Net Financial Debt) and the ratio of the Company’s Net Financial Debt to the Company’s Adjusted EBITDA1), becomes irrelevant and the
Company is therefore in compliance with such covenants.
The following is a reconciliation between the Company’s loss and the Adjusted EBITDA (as defined in the Series C Deed of Trust) for the four-quarter period ended March 31, 20212
:
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 PV Plant, 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 non-IFRS measures, such as EBITDA
and Adjusted EBITDA see above under “Use of NON-IFRS Financial Measures.”
2
As noted above, the Company is in compliance with the covenant with respect to the ratio of Net Financial Debt to Adjusted EBITDA as the Company does not have a Net Financial Debt as of
the end of the period. Therefore, the Adjusted EBITDA calculation above is provided for convenience and consistency purposes only.
For the four
quarter period
ended March 31,
2021
Unaudited
€ in thousands
Loss for the period (6,969)
Financing expenses, net 5,987
Taxes on income (548)
Depreciation 5,300
Adjustment to revenues of the Talmei Yosef PV Plant due to calculation based on the fixed asset model 3,013
Share-based payments 43
Adjusted EBITDA as defined the Series C Deed of Trust 6,826
Information for the Company’s Series D Debenture Holders
The Deed of Trust governing the Company’s Series D Debentures includes an undertaking by the Company to maintain certain financial covenants, whereby a breach of such financial
covenants for the periods set forth in the Series D Deed of Trust is a cause for immediate repayment. As of March 31, 2021, the Company was in compliance with the financial covenants set forth
in the Series D Deed of Trust as follows: (i) the Company’s Adjusted Shareholders’ Equity (as defined in the Series D Deed of Trust) was approximately €118.3 million and (ii) the Company did
not have a Net Financial Debt. The Series D Deed of Trust provides that in the event the result of calculation of the Company’s Net Financial Debt is a negative amount, the Company is and will
be considered to have met the financial covenants that are based on the Net Financial Debt (i.e., the ratio of the Net Financial Debt to the Company’s CAP, Net and the ratio of the Company’s
Net Financial Debt to the Company’s Adjusted EBITDA1).
The following is a reconciliation between the Company’s loss and the Adjusted EBITDA (as defined in the Series D Deed of Trust) for the four-quarter period ended March 31, 20212
:
1
The term “Adjusted EBITDA” is defined in the Series D 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 PV Plant, are calculated based on the fixed asset model and not based on the financial asset model (IFRIC 12), and before share-based payments, when the
data of assets or projects whose Commercial Operation Date (as such term is defined in the Series D Deed of Trust) occurred in the four quarters that preceded the relevant date will be calculated
based on Annual Gross Up (as such term is defined in the Series D Deed of Trust). The Series D 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 D Debentures. For a general discussion of the use of non-IFRS measures, such as EBITDA and Adjusted EBITDA see above under “Use of NON-IFRS Financial Measures.”
2
As noted above, the Company is in compliance with the covenant with respect to the ratio of Net Financial Debt to Adjusted EBITDA as the Company does not have a Net Financial Debt as of
the end of the period. Therefore, the Adjusted EBITDA calculation above is provided for convenience and consistency purposes only.
3
The adjustment is based on the results of the Talasol Project since January 27, 2021 and of the biogas plant in Gelderland since January 1, 2021. The results of the biogas plant in Gelderland
were not included in the profit and loss statement of the Company for the year ended December 31, 202
