Ellomay Capital Reports Results for the Three and Nine Months Ended September 30, 2020
TEL-AVIV, Israel, Dec. 28, 2020 /PRNewswire/ -- Ellomay Capital Ltd. (NYSE American: ELLO) (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 EUR6.8 million for the nine months ended
September 30, 2020, compared to approximately EUR15.4 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 EUR3.4 million for the nine months
ended September 30, 2020, compared to approximately EUR5 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 EUR2.2 million for the nine months ended September 30,
2020, compared to approximately EUR4.7 million for the nine months ended
September 30, 2019. The decrease reflects the sale of the Italian PV
Portfolio.
-- Project development costs were approximately EUR3 million for the nine
months ended September 30, 2020, compared to approximately EUR3.5
million for the nine months ended September 30, 2019. 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 EUR3.3 million
for the nine months ended September 30, 2020, compared to approximately
EUR2.9 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 EUR1.9
million for the nine months ended September 30, 2020, compared to
approximately EUR2.4 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 EUR2.3 million for the nine
months ended September 30, 2020, compared to approximately EUR4.6
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 EUR1.5 million during the nine
months ended September 30, 2020, compared to approximately EUR1 million
during the nine months ended September 30, 2019, and a decrease in
financing expenses of approximately EUR1.7 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 EUR0.2 million for the nine months
ended September 30, 2020, compared to taxes on income of approximately
EUR0.9 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%.
-- Net loss was approximately EUR5.7 million for the nine months ended
September 30, 2020, compared to approximately EUR3.8 million for the
nine months ended September 30, 2019.
-- Total other comprehensive loss was approximately EUR3.1 million for the
nine months ended September 30, 2020, compared to a profit of
approximately EUR13.8 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 EUR2.6 million for the nine
months ended September 30, 2020, compared to income of approximately
EUR10 million for the nine months ended September 30, 2019.
-- EBITDA loss was approximately EUR(1) million for the nine months ended
September 30, 2020, compared to EBITDA of approximately EUR6.4 million
for the nine months ended September 30, 2019.
-- Net cash used in operating activities was approximately EUR2.2 million
for the nine months ended September 30, 2020, compared to net cash
provided from operating activities of approximately EUR4.3 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 EUR18.9). The
gross proceeds to the Company in connection with the private placement
amounted to approximately NIS 31.7 million (approximately EUR8.2
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 EUR38.3 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 EUR40.8 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 EUR1.568 million for the shares and the
repayment of shareholder loans. An additional shareholder loan of
approximately EUR5.9 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 EUR0.493 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 EUR92.7 million
in cash and cash equivalents, approximately EUR2.2 million in marketable
securities and approximately EUR9.8 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.
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.
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:
-- 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.
For more information about Ellomay, visit http://www.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: kaliaw@ellomay.com
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Statements of Financial Position
---
September 30,
December 31,
September 30,
2020 2019 2020
Unaudited
Audited
Unaudited
Convenience
Translation
EUR in thousands 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
* Convenience translation into US$ (exchange rate as at September 30, 2020: euro 1 = US$ 1.17)
** Reclassified
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Statements of Comprehensive Income (in thousands, except per share data)
---
For the three For the nine
For the year
For the nine
months ended months ended ended months ended
September 30, December 31, September 30,
September 30,
2020 2019 2020 2019 2019 2020
---
Unaudited Unaudited
Audited
Unaudited
---
EUR in thousands EUR in thousands EUR 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 433 535 1,532 995 897 1,792
warrants, net
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 528 (1,174) 718 (2,278) (1,922) 840
profit or loss
---
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)
===
* Convenience translation into US$ (exchange rate as at September 30, 2020: euro 1 = US$ 1.17)
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Statements of Changes in Equity (in thousands)
---
Non-
controlling Total
Attributable to shareholders of the Company Interests Equity
---
Retained Translation Transaction
earnings reserve from reserve with
Share Share (accumulated Treasury foreign H
edging non-controlling
Capital Premium deficit) shares operations Reserve Interests Total
EUR 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)
---
Non-
controlling Total
Attributable to shareholders of the Company Interests Equity
---
Retained Translation Transaction
earnings reserve from reserve with
Share Share (accumulated Treasury foreign H
edging non-controlling
capital Premium deficit) shares operations Reserve Interests Total
EUR 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 non-controlling 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)
---
Non-
controlling Total
Attributable to shareholders of the Company Interests Equity
---
Translation
Transaction
Reserve from
reserve with
Share Share Retained Treasury
foreign Hedging
non-controlling
capital premium earnings shares
operations Reserve
Interests Total
EUR
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 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 (in thousands) (cont'd)
---
Non-
controlling Total
Attributable to shareholders of the Company Interests Equity
---
Retained Translation Transaction
earnings reserve from reserve with
Share Share (accumulated Treasury Foreign H
edging non-controlling
Capital Premium deficit) Shares operations 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
* Convenience translation into US$ (exchange rate as at September 30, 2020: euro 1 = US$ 1.170)
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Interim Statements of Cash Flow (in thousands)
---
For the three months For the nine months For the year For the nine months
ended September 30, ended September 30, ended ended September 30
December 31,
---
2020 2019 2020 2019 2019 2020
---
Unaudited Unaudited Audited
Unaudited
---
Convenience
Translation into
EUR
in
thousands
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 non-controlling 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
===
* Convenience translation into US$ (exchange rate as at September 30, 2020: euro 1 = US$ 1.170)
Ellomay Capital Ltd. and its Subsidiaries
Reconciliation of Profit (Loss) to EBITDA (in thousands)
---
For the three For the nine For the year
For the nine
months ended months ended
ended
months ended
September 30, September 30, December 31,
September 30,
2020 2019 2020 2019 2019 2020
---
Unaudited
Convenience
EUR
in thousands Translation into US$*
---
Profit (loss) for the period (1,425) 598 (5,693) (3,800) 9,784 (6,660)
Financing expenses, net 1,181 1,485 2,290 4,612 8,153 2,679
Taxes on income 72 399 160 913 (287) 187
Depreciation 797 1,671 2,244 4,714 6,416 2,625
--- ---
EBITDA 625 4,153 (999) 6,439 24,066 (1,169)
* Convenience translation into US$ (exchange rate as at September 30, 2020: euro 1 = US$ 1.170)
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 EUR(19.3) million (consisting of approximately EUR194.1 million of short-term and long-term debt from banks and other interest bearing financial obligations and approximately EUR43.1 million in connection with the Series B Debentures issuance (in March 2017) and the Series C Debentures issuance (in July 2019), net of approximately EUR62.7 million of cash and cash equivalents, short-term deposits and marketable securities and net of approximately EUR193.8* 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
EUR 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 EUR126.3 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 non-IFRS 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*:
For the four quarter
period
ended
September 30,
2020
Unaudited
EUR
in thousands
Profit for the
period 7,891
Financing
expenses, net 5,831
Taxes on income (1,040)
Depreciation 3,946
Adjustment to
revenues of the
Talmei Yosef
project due to
calculation
based on the
fixed asset
model
2,981
Share-based
payments 33
---
Adjusted EBITDA
as defined the
Series C Deed
of Trust 19,642
___________________________________
* 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.
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SOURCE Ellomay Capital Ltd
