Ellomay Capital Reports Results for the Three and Nine Months Ended September 30, 2020
Tel-Aviv, Israel, December 28, 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 and nine months ended September 30, 2020.
Financial Highlights
• Revenues were approximately €6.8 million for the nine months ended September 30, 2020, compared to approximately €15.4 million for the nine months ended September 30, 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 (the “Italian PV Portfolio”), consummated during December 2019. A small portion of the decrease in revenues for the nine months ended September 30,
2020 resulted from the decrease in demand and prices of the European electricity markets due to the Covid-19 crisis, partially offset by increase in revenues in one of the Company’s biogas
facilities in the Netherlands resulting from increased operational efficiency.
• Operating expenses were approximately €3.4 million for the nine months ended September 30, 2020, compared to approximately €5 million for the nine months ended September 30, 2019. The
decrease in operating expenses is mainly attributable to the sale of the Italian PV Portfolio, to increased operational efficiency of the Company’s Waste-to-Energy projects in the Netherlands
and to insurance reimbursement in connection with the storm damages in one of our biogas facilities in the Netherlands that reduced operating expenses. Depreciation expenses were
approximately €2.2 million for the nine months ended September 30, 2020, compared to approximately €4.7 million for the nine months ended September 30, 2019. The decrease reflects the sale
of the Italian PV Portfolio.
• Project development costs were approximately €3 million for the nine months ended September 30, 2020, compared to approximately €3.5 million for the nine months ended September 30,
- The decrease in project development costs is mainly due to a decrease in consultancy expenses in connection with the project to construct a 156 MW pumped storage hydro power
plant in the Manara Cliff, Israel, partially offset by consultancy expenses in connection with the development of photovoltaic projects in Italy.
• General and administrative expenses were approximately €3.3 million for the nine months ended September 30, 2020, compared to approximately €2.9 million for the nine months ended
September 30, 2019. The increase is mostly due to D&O liability insurance costs.
• Company’s share of profits of equity accounted investee, after elimination of intercompany transactions, was approximately €1.9 million for the nine months ended September 30, 2020,
compared to approximately €2.4 million in the nine months ended September 30, 2019. The decrease in the Company’s share of profit of equity accounted investee is mainly attributable to
lower revenues of Dorad Energy Ltd. (“Dorad”) as a result of a decrease in the TAOZ tariffs and a decrease in the production tariff, partially offset by lower financing expenses incurred by
Dorad. for the period as a result of the CPI indexation of loans from banks.
• Financing expenses, net was approximately €2.3 million for the nine months ended September 30, 2020, compared to approximately €4.6 million for the nine months ended September 30, 2019.
The decrease in financing expenses, net, was mainly due to income recorded in connection with the reevaluation of the Company’s derivative transactions and revaluation of a loan provided
to U. Dori Energy Infrastructures Ltd.in the aggregate amount of approximately €1.5 million during the nine months ended September 30, 2020, compared to approximately €1 million during
the nine months ended September 30, 2019, and a decrease in financing expenses of approximately €1.7 million 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.
• Taxes on income was approximately €0.2 million for the nine months ended September 30, 2020, compared to taxes on income of approximately €0.9 million for the nine months ended
September 30, 2019. The decrease in tax expenses is mainly attributable to the sale of the Italian PV Portfolio and deferred tax income related to the operations of the project company
constructing a photovoltaic plant with a peak capacity of 300MW in Spain, in which the Company holds 51%.
CEO Review
Ran Fridrich, CEO and a board member of the Company, provided the following CEO review:
“The Company continued coping with the challenges posed by the Covid-19 pandemic during the three months ended September 30, 2020, and despite such challenges, the Company continues
in full steam advancing its development plans in Italy (P.V), Spain (P.V) and the Netherland (Biogas), and advancing towards grid connection of project Talasol (300 MW P.V in Spain).
The results of the third quarter were in-line with the Company’s expectations, reflecting the effects of the Company’s PV Italian portfolio sale on December 2019. The upcoming commencement of
operations of Talasol will more than compensate for this loss of income.
• Net loss was approximately €5.7 million for the nine months ended September 30, 2020, compared to approximately €3.8 million for the nine months ended September 30, 2019.
• Total other comprehensive loss was approximately €3.1 million for the nine months ended September 30, 2020, compared to a profit of approximately €13.8 million for the nine months ended
September 30, 2019. The change was mainly due to changes in fair value of cash flow hedges and from foreign currency translation differences on NIS denominated operations, as a result of
fluctuations in the euro/NIS exchange rates.
• Total comprehensive loss was approximately €2.6 million for the nine months ended September 30, 2020, compared to income of approximately €10 million for the nine months ended
September 30, 2019.
• EBITDA loss was approximately €(1) million for the nine months ended September 30, 2020, compared to EBITDA of approximately €6.4 million for the nine months ended September 30, 2019.
• Net cash used in operating activities was approximately €2.2 million for the nine months ended September 30, 2020, compared to net cash provided from operating activities of approximately
€4.3 million for the nine months ended September 30, 2019. The decrease in net cash from operating activities is mainly attributable to the sale of the Italian PV Portfolio.
• On July 20, 2020, the Company issued 450,000 ordinary shares to several Israeli qualified investors in a private placement undertaken in accordance with Regulation S of the Securities Act of
1933, as amended. The price per share was set at NIS 70.5 (approximately €18.9). The gross proceeds to the Company in connection with the private placement amounted to approximately
NIS 31.7 million (approximately €8.2 million).
• On October 26, 2020, the Company completed a public offering in Israel of Series C Debenture and a of a new series of options, tradable on the Tel Aviv Stock Exchange, to purchase the
Company’s ordinary shares at an exercise price per share of NIS 150 (the “Series 1 Options”). The Company issued an aggregate principal amount of NIS 154 million (approximately €38.3
million based on the exchange rate as of September 30, 2020) of its Series C Debentures and 385,000 Series 1 Options. The gross proceeds from the offering amounted to approximately NIS
164.2 million (approximately €40.8 million based on the exchange rate as of September 30, 2020).
• On December 1, 2020 the Company acquired all issued and outstanding shares of Groen Gas Gelderland B.V. (“GG Gelderland”) through its wholly-owned subsidiary, Ellomay Luxembourg
Holdings S.à.r.l. (“Ellomay Luxembourg”) The Company paid €1.568 million for the shares and the repayment of shareholder loans. An additional shareholder loan of approximately €5.9
million was granted to GG Gelderland by Ellomay Luxembourg on December 1, 2020. The previous owners are entitled to receive an additional amount from the Dutch Government for subsidy
payments. This amount is estimated at €0.493 million, but will be determined and paid before June 2021. The Company has no liability to compensate the previous owners if the Dutch
government pays less than the estimated amount. GG Gelderland owns an operating anaerobic digestion plant in Gelderland, the Netherlands, with a permit that enables it to produce
approximately 7.5 million Nm3 per year. The actual production capacity of the plant is approximately 9.5 million Nm3 per year.
• As of December 1, 2020, the Company held approximately €92.7 million in cash and cash equivalents, approximately €2.2 million in marketable securities and approximately €9.8 million in
restricted short-term and long-term cash and marketable securities.
• As noted above, the revenues for the nine months ended September 30, 2020 were impacted by the decrease in demand and market prices of electricity in Spain resulting from the Covid-19
pandemic. Although the Company’s operations have not thus far been materially adversely affected by the pandemic, the Company’s operations, including, but not limited to, its results of
operations, ability to raise capital and ability to develop new projects, may in the future be adversely affected by the implications of the spread of Covid-19 in Israel, Europe and worldwide.
These potential affects could last until a vaccine or successful treatment plan are developed and implemented worldwide.
During December 2020 the Company successfully finalized the acquisition of the Gelderland biogas project in the Netherlands, doubling the Company’s biogas capacity and enabling it to
improve the efficiency and utilize the benefits provided by the size of the facilities and the expertise of its Dutch and Israeli teams. The third quarter also reflects the improvements and increased
efficiency of the Company’s biogas facilities in the Netherlands, which are working in line with the Company’s production targets and business plan.
Last week Hemi Raphael, who was an active Board member of the Company from 2006 until recently, passed away. Hemi was instrumental in the success and development of the Company
throughout the years, and contributed to every aspect of the Company’s business and operations, including the Company’s holdings in Dorad, the acquisition of the Company’s operating
assets and the development of the Company’s long-term strategy. He will be greatly missed.”
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:
For more information about Ellomay, visit https://ellomay.com.
• 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;
• 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;
• 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.
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: [email protected]
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Statements of Financial Position
- Convenience translation into US$ (exchange rate as at September 30, 2020: euro 1 = US$ 1.17)
** Reclassified
September 30, December 31, September 30,
2020 2019 2020
Unaudited Audited Unaudited
€ in thousands
Convenience
Translation into
US$ in thousands*
Assets
Current assets
Cash and cash equivalents 53,989 44,509 63,164
Marketable securities 788 2,242 922
Short term deposits 7,949 6,446 9,300
Restricted cash – 22,162 –
Receivable from concession project 1,460 1,463 1,708
Financial assets – 1,418 –
Trade and other receivables 5,770 4,882 6,751
69,956 83,122 81,845
Non-current assets
Investment in equity accounted investee 32,172 33,561 37,640
Advances on account of investments 2,405 883 2,814
Receivable from concession project 24,735 27,122 28,939
Fixed assets 216,342 114,389 253,109
Right-of-use asset 16,892 15,401 19,763
Intangible asset 4,597 5,042 5,378
Restricted cash and deposits 10,561 10,956 12,356
Deferred tax 1,313 2,285 1,536
Long term receivables 3,338 12,249 3,905
Derivatives 12,451 5,162 14,567
324,806 227,050 380,007
Total assets 394,762 310,172 461,852
Liabilities and Equity
Current liabilities
Current maturities of long term bank loans** 10,396 4,138 12,163
Current maturities of long term loans** 4,866 – 5,693
Debentures 6,668 26,773 7,801
Trade payables 1,426 1,765 1,669
Other payables 6,065 5,010 7,096
29,421 37,686 34,422
Non-current liabilities
Lease liability 17,169 15,402 20,087
Liabilities to banks ** 124,011 **40,805 145,087
Other long-term loans ** 44,921 **48,377 52,555
Debentures 36,460 44,811 42,656
Deferred tax 6,737 6,467 7,882
Other long-term liabilities 1,236 1,795 1,446
Derivatives 8,523 7,263 9,971
239,057 164,920 279,684
Total liabilities 268,478 202,606 314,106
Equity
Share capital 25,102 21,998 29,368
Share premium 82,379 64,160 96,379
Treasury shares (1,736) (1,736) (2,031)
Transaction reserve with non-controlling Interests 6,106 6,106 7,144
Reserves 4,077 3,283 4,770
Retained earnings 8,407 12,818 9,836
Total equity attributed to shareholders of the Company 124,335 106,629 145,466
Non-Controlling Interest 1,949 937 2,280
Total equity 126,284 107,566 147,746
Total liabilities and equity 394,762 310,172 461,852
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Statements of Comprehensive Income (in thousands, except per share data) - Convenience translation into US$ (exchange rate as at September 30, 2020: euro 1 = US$ 1.17)
For the three months
ended September 30,
For the nine months
ended September 30,
For the year ended
December 31,
For the nine
months ended
September 30,
2020 2019 2020 2019 2019 2020
Unaudited Unaudited Audited Unaudited
€ in thousands € in thousands € in thousands
Convenience
Translation into
US$*
Revenues 2,630 5,132 6,844 15,435 18,988 8,007
Operating expenses (1,264) (1,594) (3,410) (5,049) (6,638) (3,990)
Depreciation and amortization expenses (797) (1,671) (2,244) (4,714) (6,416) (2,625)
Gross profit 569 1,867 1,190 5,672 5,934 1,392
Project development costs (674) (757) (3,012) (3,471) (4,213) (3,524)
General and administrative expenses (1,122) (979) (3,326) (2,858) (3,827) (3,891)
Share of profits of equity accounted investee 1,055 2,351 1,905 2,382 3,086 2,229
Other income (expenses), net – – – – (2,100) –
Capital gain – – – – 18,770 –
Operating profit (loss) (172) 2,482 (3,243) 1,725 17,650 (3,794)
Financing income 550 572 1,340 1,442 1,827 1,568
Financing income in connection with derivatives and
warrants, net 433 535 1,532 995 897 1,792
Financing expenses (2,164) (2,592) (5,162) (7,049) (10,877) (6,039)
Financing expenses, net (1,181) (1,485) (2,290) (4,612) (8,153) (2,679)
Profit (loss) before taxes on income (1,353) 997 (5,533) (2,887) 9,497 (6,473)
Tax benefit (Taxes on income) (72) (399) (160) (913) 287 (187)
Profit (loss) for the period (1,425) 598 (5,693) (3,800) 9,784 (6,660)
Profit (loss) attributable to:
Owners of the Company (940) 1,128 (4,411) (1,623) 12,060 (5,160)
Non-controlling interests (485) (530) (1,282) (2,177) (2,276) (1,500)
Profit (loss) for the period (1,425) 598 (5,693) (3,800) 9,784 (6,660)
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 (1,197) 2,091 (1,283) 3,464 2,768 (1,501)
Effective portion of change in fair value of cash flow
hedges 12,942 13,383 3,653 12,624 411 4,274
Net change in fair value of cash flow hedges
transferred to profit or loss 528 (1,174) 718 (2,278) (1,922) 840
Total other comprehensive income (loss) 12,273 14,300 3,088 13,810 1,257 3,613
Total other comprehensive income (loss) attributable
to:
Owners of the Company 5,531 8,413 794 8,400 2,114 929
Non-controlling interests 6,742 5,887 2,294 5,410 (857) 2,684
Total other comprehensive income (loss) 12,273 14,300 3,088 13,810 1,257 3,613
Total comprehensive income (loss) for the period 10,848 14,898 (2,605) 10,010 11,041 (3,047)
Total comprehensive income (loss) for the period
attributable to:
Owners of the Company 4,591 9,541 (3,617) 6,777 14,174 (4,231)
Non-controlling interests 6,257 5,357 1,012 3,233 (3,133) 1,184
Total comprehensive income (loss) for the period 10,848 14,898 (2,605) 10,010 11,041 (3,047)
Basic net earnings (loss) per share (0.07) 0.10 (0.36) (0.14) 1.09 (0.39)
Diluted net earnings (loss) per share (0.07) 0.10 (0.36) (0.14) 1.09 (0.39)
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Statements of Changes in Equity (in thousands)
Noncontrolling Total
Attributable to shareholders of the Company Interests Equity
Retained
earnings
(accumulated
deficit)
Translation
reserve
from
foreign
operations
Transaction
reserve
with
Share Share Treasury Hedging
noncontrolling
Capital Premium shares Reserve Interests Total
€ in thousands
For the nine months ended September
30, 2020:
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 – – (4,411) – – – – (4,411) (1,282) (5,693)
Other comprehensive loss for the
period – – – – (1,393) 2,187 – 794 2,294 3,088
Total comprehensive loss for the
period – – (4,411) – (1,393) 2,187 – (3,617) 1,012 (2,605)
Transactions with owners of the
Company, recognized directly in
equity:
Options exercise 20 – – – – – – 20 – 20
Share-based payments – 28 – – – – – 28 – 28
Issuance of ordinary shares 3,084 18,191 – – – – – 21,275 – 21,275
Balance as at September 30, 2020 25,102 82,379 8,407 (1,736) 2,963 1,114 6,106 124,335 1,949 126,284
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Interim Statements of Changes in Equity (in thousands) (cont’d)
Noncontrolling Total
Attributable to shareholders of the Company Interests Equity
Retained
earnings
(accumulated
deficit)
Translation
reserve
from
foreign
operations
Transaction
reserve
with
Share Share Treasury Hedging
noncontrolling
capital Premium shares Reserve Interests Total
€ in thousands
For the nine month ended September
30, 2019 (unaudited):
Balance as at January 1, 2019 19,980 58,344 758 (1,736) 1,396 (227) – 78,515 (1,558) 76,957
Loss for the period – – (1,623) – – – – (1,623) (2,177) (3,800)
Other comprehensive loss for the
period – – – – 3,701 4,699 – 8,400 5,410 13,810
Total comprehensive loss for the
period – – (1,623) – 3,701 4,699 – 6,777 3,233 10,010
Transactions with owners of the
Company, recognized directly in
equity:
Sale of shares in subsidiaries to noncontrolling interests – – – – – – 5,439 5,439 5,374 10,813
Buy of shares in subsidiaries from
non-controlling interests – – – – – – 667 667 254 921
Share-based payments – 3 – – – – – 3 – 3
Issuance of ordinary shares 2,010 5,797 – – – – – 7,807 – 7,807
Options exercise 8 11 – – – – – 19 – 19
Balance as at September 30, 2019 21,998 64,155 (865) (1,736) 5,097 4,472 6,106 99,227 7,303 106,530
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Interim Statements of Changes in Equity (in thousands) (cont’d)
Noncontrolling Total
Attributable to shareholders of the Company Interests Equity
Translation
Reserve
from
foreign
operations
Transaction
Share Share Retained Treasury Hedging
reserve
with
noncontrolling
capital premium earnings shares Reserve 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 loss for the year – – – – 2,960 (846) – 2,114 (857) 1,257
Total comprehensive 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 noncontrolling 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 (in thousands) (cont’d) - Convenience translation into US$ (exchange rate as at September 30, 2020: euro 1 = US$ 1.170)
Noncontrolling Total
Attributable to shareholders of the Company Interests Equity
Retained
earnings
(accumulated
deficit)
Translation
reserve
from
Foreign
operations
Transaction
reserve
with
Share Share Treasury Hedging
noncontrolling
Capital Premium Shares Reserve Interests Total
US$ in thousands*
For the nine months ended September
30, 2020:
Balance as at January 1, 2020 25,736 75,065 14,996 (2,031) 5,096 (1,255) 7,144 124,751 1,096 125,847
Loss for the period – – (5,160) – – – – (5,160) (1,500) (6,660)
Other comprehensive loss for the
period – – – – (1,630) 2,559 – 929 2,684 3,613
Total comprehensive loss for the
period – – (5,160) – (1,630) 2,559 – (4,231) 1,184 (3,047)
Transactions with owners of the
Company, recognized directly in
equity:
Options exercise 23 – – – – – – 23 – 23
Share-based payments – 33 – – – – – 33 – 33
Issuance of ordinary shares 3,609 21,281 – – – – – 24,890 – 24,890
Balance as at September 30, 2020 29,368 96,379 9,836 (2,031) 3,466 1,304 7,144 145,466 2,280 147,746
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Interim Statements of Cash Flow (in thousands) - Convenience translation into US$ (exchange rate as at September 30, 2020: euro 1 = US$ 1.170)
For the three months
ended September 30,
For the nine months
ended September 30,
For the year ended
December 31,
For the nine
months ended
September 30
2020 2019 2020 2019 2019 2020
Unaudited Unaudited Audited Unaudited
€ in thousands
Convenience
Translation into
US$*
Cash flows from operating activities
Profit (loss) for the period (1,425) 598 (5,693) (3,800) 9,784 (6,660)
Adjustments for:
Financing expenses, net 1,181 1,485 2,290 4,612 8,153 2,679
Capital gain – – – – (18,770) –
Depreciation and amortization 797 1,671 2,244 4,714 6,416 2,625
Share-based payment transactions 8 – 28 3 8 33
Share of profits of equity accounted investees (1,055) (2,351) (1,905) (2,382) (3,086) (2,229)
Payment of interest on loan from an equity accounted
investee – – 582 370 370 681
Change in trade receivables and other receivables (858) 842 (731) (902) 403 (855)
Change in other assets 618 (762) 384 (1,470) (1,950) 449
Change in receivables from concessions project 519 483 1,223 1,129 1,329 1,431
Change in accrued severance pay, net – – – 8 9 –
Change in trade payables (304) (651) (339) 414 461 (397)
Change in other payables 469 1,636 837 2,690 5,336 979
Income tax expense (tax benefit) 72 399 160 913 (287) 187
Income taxes paid (88) (19) (88) (19) (100) (103)
Interest received 445 446 1,314 1,281 1,719 1,537
Interest paid (728) (582) (2,581) (3,237) (6,083) (3,020)
Net cash from (used in) operating activities (349) 3,195 (2,275) 4,324 3,712 (2,663)
Cash flows from investing activities
Acquisition of fixed assets (22,398) (11,316) (103,678) (55,835) (74,587) (121,298)
Acquisition of subsidiary, net of cash acquired – – – (1,000) (1,000) –
Proceeds from sale of investments – – – – 34,586 –
Compensation as per agreement with Erez Electricity
Ltd. – – 1,418 – – 1,659
Advances on account of investments in process (1,554) – (1,554) – – (1,818)
Repayment of loan by an equity accounted investee – – 1,923 – – 2,250
Proceeds from settlement of derivatives, net – – – 532 532 –
Proceeds (investment) in restricted cash, net (230) 1,356 22,350 (3,863) (26,003) 26,148
Investment in short term deposit (1,407) (6,302) (1,407) (6,302) (6,302) (1,646)
Proceeds in Marketable Securities 1,364 – 1,364 – – 1,596
Repayment of loan to others – 412 – 3,912 3,912 –
Net cash used in investing activities (24,225) (15,850) (79,584) (62,556) (68,862) (93,109)
Cash flows from financing activities
Issue of warrants – – 320 – – 374
Sale of shares in subsidiaries to non-controlling
interests – (126) – 13,936 13,936 –
Acquisition of shares in subsidiaries from noncontrolling interests – (2,961) – (2,961) (2,961) –
Proceeds from options 20 – 20 19 19 23
Cost associated with long term loans – – – – (12,218) –
Proceeds from long term loans 21,253 192 101,837 59,086 59,298 119,144
Repayment of long-term loans 38 (252) (2,766) (4,410) (5,844) (3,236)
Repayment of Debentures – – (26,923) (4,532) (9,836) (31,499)
Issuance of ordinary shares 8,087 7,807 21,275 7,807 7,807 24,891
Proceeds from issuance of Debentures, net – 22,317 – 22,317 22,317 –
Net cash from financing activities 29,398 26,977 93,763 91,262 72,518 109,697
Effect of exchange rate fluctuations on cash and cash
equivalents (2,067) 951 (2,424) 896 259 (2,834)
Increase in cash and cash equivalents 2,757 15,273 9,480 33,926 7,627 11,091
Cash and cash equivalents at the beginning of the
period 51,232 55,535 44,509 36,882 36,882 52,073
Cash and cash equivalents at the end of the period 53,989 70,808 53,989 70,808 44,509 63,164
Ellomay Capital Ltd. and its Subsidiaries
Reconciliation of Profit (Loss) to EBITDA (in thousands) - Convenience translation into US$ (exchange rate as at September 30, 2020: euro 1 = US$ 1.170)
For the three months
ended September 30,
For the nine months
ended September 30,
For the year ended
December 31,
For the nine
months ended
September 30,
2020 2019 2020 2019 2019 2020
Unaudited
€ in thousands
Convenience
Translation into
US$*
Profit (loss) for the period (1,425) 598 (5,693) (3,800) 9,784 (6,660)
Financing expenses, net 1,181 1,485 2,290 4,612 8,153 2,679
Taxes on income 72 399 160 913 (287) 187
Depreciation 797 1,671 2,244 4,714 6,416 2,625
EBITDA 625 4,153 (999) 6,439 24,066 (1,169)
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 September 30, 2020, 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 €(19.3) million (consisting of approximately €194.1 million of short-term and long-term debt from banks and
other interest bearing financial obligations and approximately €43.1 million in connection with the Series B Debentures issuance (in March 2017) and the Series C Debentures issuance (in July
2019), net of approximately €62.7 million of cash and cash equivalents, short-term deposits and marketable securities and net of approximately €193.8* million of project finance and related
hedging transactions of the Company’s subsidiaries).
- 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 B Debenture Holders
The following is an internal pro forma consolidated statement of financial position of the Company as at September 30, 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 September 30, 2020 was 36.8%.
Unaudited Internal Pro Forma Statement of Financial Position
September 30,
2020
Unaudited
Pro Forma
€ in thousands
Assets
Current assets
Cash and cash equivalents 53,989
Marketable securities 788
Short term deposits 7,949
Restricted cash and marketable securities 481
Receivable from concession project 1,460
Financial assets
Trade and other receivables 5,770
70,437
Non
-current assets
Investment in equity accounted investee 32,172
Advances on account of investments 2,405
Receivable from concession project 24,735
Fixed assets 216,342
Right
-of-use asset
Intangible asset 4,597
Restricted cash and deposits 10,080
Deferred tax 1,313
Long term receivables 3,338
Derivatives 12,451
307,433
Total assets 377,870
Liabilities and Equity
Current liabilities
Current maturities of long term bank loans 10,396
Current maturities of long term loans 4,866
Debentures short term 6,668
Trade payables 1,426
Other payables 5,826
29,182
Non
-current liabilities
Lease liability
Liabilities to banks 124,011
Long
-term loans 44,921
Debentures long term 36,460
Deferred tax 6,846
Other long
-term liabilities 1,236
Derivatives 8,523
221,997
Total liabilities 251,179
Equity
Share capital 25,102
Share premium 82,379
Treasury shares (1,736
)
Transaction reserve with non
-controlling Interests 6,106
Reserves 4,077
Accumulated deficit 8,814
Total equity attributed to shareholders of the Company 124,742
Non
-Controlling Interest 1,949
Total equity 126,691
Total liabilities and equity 377,870
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 September 30, 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 €126.3 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 EBITDA(1)), becomes irrelevant
and the Company is therefore in compliance with such covenants.
(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 profit and the Adjusted EBITDA for the four-quarter period ended September 30, 2020*:
- 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.
