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 €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, 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 €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%.
- 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.
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
|
|
|
€ 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
|
|
* 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
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)
|
|
* 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
|
Hedging
|
non-controlling
|
|
|
|
|
Capital
|
Premium
|
deficit)
|
shares
|
operations
|
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)
|
|
|
|
|
|
|
|
|
|
|
|
Non-
|
|
|
|
|
|
|
|
|
|
|
controlling
|
Total
|
|
Attributable to shareholders of the
Company
|
Interests
|
Equity
|
|
|
|
Retained
|
|
Translation
|
|
Transaction
|
|
|
|
|
|
|
earnings
|
|
reserve from
|
|
reserve with
|
|
|
|
|
Share
|
Share
|
(accumulated
|
Treasury
|
foreign
|
Hedging
|
non-controlling
|
|
|
|
|
capital
|
Premium
|
deficit)
|
shares
|
operations
|
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 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
|
|
|
|
|
Share
|
Share
|
Retained
|
Treasury
|
Reserve
from
foreign
|
Hedging
|
reserve
with
non-controlling
|
|
|
|
|
capital
|
premium
|
earnings
|
shares
|
operations
|
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 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
|
Hedging
|
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
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 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
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$*
|
Profit (loss) for the
period
|
(1,425)
|
598
|
(5,693)
|
(3,800)
|
9,784
|
(6,660)
|
Financing expenses,
net
|
1,181
|
1,485
|
2,290
|
4,612
|
8,153
|
2,679
|
Taxes on
income
|
72
|
399
|
160
|
913
|
(287)
|
187
|
Depreciation
|
797
|
1,671
|
2,244
|
4,714
|
6,416
|
2,625
|
EBITDA
|
625
|
4,153
|
(999)
|
6,439
|
24,066
|
(1,169)
|
|
|
* Convenience
translation into US$ (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 €(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 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
|
|
€ 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.
View original
content:http://www.prnewswire.com/news-releases/ellomay-capital-reports-results-for-the-three-and-nine-months-ended-september-30-2020-301198734.html
SOURCE Ellomay Capital Ltd