TEL AVIV, Israel, March 31, 2021 /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 fourth quarter and year ended
December 31, 2020.
Financial Highlights
- Revenues were approximately €9.6 million for the year ended
December 31, 2020, compared to
approximately €19 million for the year ended December 31, 2019. The decrease is mainly due to
the sale of the Company's Italian PV portfolio (the "Italian PV
Portfolio") in December 2019.
2020 revenues were also impacted by the decrease in demand and
prices of the European electricity markets due to the Covid-19
pandemic, partially offset by an increase in revenues in one of the
Company's biogas plants in the
Netherlands resulting from increased operational
efficiency.
- Operating expenses were approximately €5 million for the year
ended December 31, 2020, compared to
approximately €6.6 million for the year ended December 31, 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
biogas plants in the Netherlands
and to insurance reimbursement in connection with the storm damages
in one of the Company's biogas plants in the Netherlands that reduced operating
expenses. Depreciation expenses were approximately €3 million for
the year ended December 31, 2020,
compared to approximately €6.4 million for the year ended
December 31, 2019.
- Project development costs were approximately €3.5 million for
the year ended December 31, 2020,
compared to approximately €4.2 million for the year ended
December 31, 2019. The decrease in
project development costs is mainly due to a decrease in
consultancy expenses for the Company's development project of a 156
MW pumped storage project in the Manara Cliff in Israel (the "Manara PSP"), partially
offset by consultancy expenses in connection with the development
of new photovoltaic projects in Italy.
- General and administrative expenses were approximately €4.5
million for the year ended December 31,
2020, compared to approximately €3.8 million for the year
ended December 31, 2019. The increase
in general and administrative expenses resulted mainly from a
higher cost of the Company's D&O liability
insurance.
- Company's share of profits of equity accounted investee, after
elimination of intercompany transactions, was approximately €1.5
million for the year ended December 31,
2020, compared to approximately €3.1 million for the year
ended December 31, 2019. The decrease
in the share of profit of equity accounted investee is mainly
attributable to the decrease in the revenues of Dorad Energy Ltd.
("Dorad") mainly due to a decrease in tariff and in the
electricity sold to Dorad's customers for the year ended
December 31, 2020, partially offset
by lower financing expenses incurred by Dorad as a result of the
CPI indexation of loans from banks.
- Other income, net, was approximately €2.1 million in the year
ended December 31, 2020, compared to
other expenses, net, of approximately €2.1 million in the year
ended December 31, 2019. During 2019,
the Company recorded expenses in the amount of approximately €2.1
million in connection with the announcement received from GSE,
Italy's energy regulation agency,
by one of the Company's Italian subsidiaries, claiming alleged
non-compliance of the installed modules with the required
certifications under the applicable regulation and raising the need
to examine incentive eligibility implications (the "GSE
Claim"). On December 20, 2019,
the Company sold its holdings in this subsidiary. The Sale and
Purchase Agreement governing the sale of the subsidiary provided
for up to €2.1 million of indemnification in connection with the
GSE Claim and the Company recorded this potential payment as other
expenses. In 2020, with the cooperation of the acquirer of the
Italian subsidiaries, an appeal was submitted to GSE. Following the
positive outcomes of such appeal, the provision for the potential
indemnification was cancelled.
- Capital gain was 0 in the year ended December 31, 2020, compared to approximately
€18.8 million in the year ended December 31,
2019. The capital gain in the year ended December 31, 2019 was recorded in connection with
the sale of the Italian PV Portfolio on December 20, 2019.
- Financing expenses, net was approximately €3.6 million for the
year ended December 31, 2020,
compared to approximately €8.2 million for the year ended
December 31, 2019. The decrease in
financing expenses, net, was mainly attributable to lower interest
expenses due to the early repayment of the Company's Series A
Debentures and the sale of the Italian PV Portfolio, including all
related project finance.
- Tax benefit was approximately €0.1 million in the year ended
December 31, 2020, compared to tax
benefit of approximately €0.3 million in the year ended
December 31, 2019.
- Net loss was approximately €6.2 million in the year ended
December 31, 2020, compared to net
profit of approximately €9.8 million for the year ended
December 31, 2019.
- Total other comprehensive income was approximately €2.3 million
for the year ended December 31, 2020,
compared to total other comprehensive income of approximately €1.3
million in the year ended December 31,
2019. The change was mainly due to changes in fair value of
cash flow hedges and from foreign currency translation differences
on New Israeli Shekel denominated operations, due to fluctuations
in the euro/NIS exchange rates.
- Total comprehensive loss was approximately €3.9 million in the
year ended December 31, 2020,
compared to total comprehensive profit of approximately €11 million
in the year ended December 31,
2019.
- EBITDA was approximately €0.3 million for the year ended
December 31, 2020, compared to
approximately €24.1 million (including €18.8 million capital gain
recorded in connection of the sale of the Italian PV Portfolio) for
the year ended December 31,
2019.
- Net cash used in operating activities was approximately €5.8
million for the year ended December 31,
2020, compared to approximately €3.7 million provided from
operating activities for the year ended December 31, 2019.
- The Talasol PV Plant reached mechanical completion in
September 2020 and was connected to
the electricity grid and electricity production commenced at the
end of December 2020. PAC was
achieved on January 27, 2021.
- On February 23, 2021, the Company
issued additional Series C Debentures in a public offering in
Israel in an aggregate principal
amount of NIS 100.939 million
(approximately €25.6 million based on the euro/NIS exchange rate as
of December 31, 2020). The gross
proceeds from the offering were NIS 102.4
million and the net proceeds of the offering, net of related
expenses such as consultancy fee and commissions, were
approximately NIS 101.5 million
(approximately €25.7 million based on the euro/NIS exchange rate as
of December 31, 2020).
- On February 23, 2021, the Company
issued a new Series D Convertible Debentures in a public offering
in Israel in the aggregate
principal amount of NIS 62 million
(approximately €15.7 million based on the euro/NIS exchange rate as
of December 31, 2020). The principal
amount of the Series D Debentures is repayable in one installment
on December 31, 2026. The Series D
Debentures bear a fixed interest at the rate of 1.2% per year (that
is not linked to the Israeli CPI or otherwise), payable
semi-annually on June 30 and
December 31 commencing June 30, 2021 through December 31, 2026 (inclusive). The Series D
Debentures are convertible into the Company's ordinary shares,
NIS 10.00 par value per share, at a
conversion price of NIS 165
(approximately €41.8 based on the euro/NIS exchange rate as of
December 31, 2020), subject to
adjustments upon customary terms. The Series D Debentures are not
rated. The gross proceeds from the offering were approximately NIS
62.6 million and the net proceeds of the offering, net
of related expenses such as consultancy fee and commissions, were
approximately NIS 61.8 million
(approximately €15.7 million based on the euro/NIS exchange rate as
of December 31, 2020).
- As of March 1, 2021, the Company
held approximately €125 million in cash and cash equivalents,
approximately €1.76 million in marketable securities and
approximately €10 million in restricted long-term cash.
- On March 18, 2021, the Company's
Series B Debentures were repaid in full. Pursuant to the terms of
the deed of trust governing the Series B Debentures, the early
repayment consisted of a principal payment in the amount of
approximately NIS 86.3 million
(approximately €21.5 million), accrued interest in the amount of
approximately NIS 0.7 million
(approximately €0.16 million) and a prepayment charge of
approximately NIS 3.4 million
(approximately €0.86 million), amounting to an aggregate repayment
amount of approximately NIS 90.4
million (approximately €22.5 million).
- On February 11, 2021, the Manara
PSP Project Finance reached financial closing. The Manara PSP
Project Finance will be provided by a consortium of Israeli banks
and institutional investors, arranged and led by Mizrahi-Tefahot
Bank Ltd. The Manara PSP Project Finance is in the aggregate amount
of NIS 1.18 billion (approximately
€300 million based on the euro/NIS exchange rate as of December 31, 2020), and includes: (i) a Senior
Secured Tranche at a fixed rate of interest for each drawdown, with
base interest rate equal to the yield to maturity of Israeli
treasury bonds with like duration of the loan drawdown, plus a
spread of 3.25% per-annum during the Construction Period of the
Project and a spread of 2.40% per-annum from the Actual Completion
Date of the Project which proceeds the Commercial Operation Date of
the Project. The Senior Secured Tranche is linked to the Israeli
Consumer Price Index and is to be repaid over a period of 19.5
years from the commercial operation date; and (ii) a Subordinated
Secured B Tranche at a floating rate of interest, with the base
interest being the Bank of Israel
rate, plus a spread of 4.35% per-annum during the Construction
Period and a spread of 3.90% per-annum from the Actual Completion
Date. The stated maturity of the Tranche B loan is one year less
than the maturity of the Senior Secured Loan with a cash sweep
mechanism that shortens its maturity to approximately 12 years from
the Commercial Operation Date under the Base Case Financial
Model.
- In connection with the Manara PSP Project Finance that occurred
on February 2021, and based on the
A.R.Z. Settlement Agreement, A.R.Z. was required to provide its
indirect share of equity investment and financing to the Manara
PSP. Due to the failure to provide the required funds, Ellomay
Water Plants Holdings (2014) Ltd., the Company's wholly-owned
subsidiary that holds 75% of Ellomay PS, seized E.R.Z.'s holdings
in Sheva Mizrakot (33%) and, as a result, the Company's indirect
holdings in the Manara PSP increased from 75% to 83.333% in
January 2021.
Shlomo Nehama,
Chairmen of the Board of Ellomay, commented: "Ellomay Capital
operates in one of the developing sectors around the world in the
renewable energy field, a market that is expanding and growing.
Ellomay Capital raised funds during the year
through issuances of equity and debt in order to expand its
operations. In addition, Ellomay Capital has made tremendous
advancements during this year, primarily the completion of
construction and the commercial operation of the Talasol project
that has an installed capacity of 300 MW and that is a large
project in a European scale, positioning Ellomay as a leading
developer in the renewable energy field. In addition, after a
lengthy effort of several years, the Company succeeded in reaching
the financial closing and receiving regulatory approval for the
construction of the pumped storage project in the Manara Cliff,
Israel, which is a central project
in the future electricity plans of the State of Israel. In addition to these projects
the Company succeeded in advancing and materially improving the
operational efficiency of its Biogas projects in the Netherlands. The results of such
achievements will be evident in the next year and over the coming
years.
I would like to thank Ellomay's professional
team, led by Ran Fridrich, for all their hard work and efforts and
for, in spite of the objective difficulties of the Covid-19
pandemic, succeeded in advancing these two significant
projects."
Ran Fridrich, CEO and a board member of Ellomay,
further commented: "2020 was a challenging transition year for
Ellomay Capital. The portfolio of photovoltaic projects in
Italy, which was based on
governmental subsidies, was sold at the end of 2019 for a
substantial capital gain. This portfolio provided annual revenues
of approximately €9 million, which were not part of the Company's
revenues for 2020.
2020 was a year in which new significant projects
were built or purchased (the Talasol project in Spain and a biogas project in the Netherlands) and their contribution to the
Company's revenues and income will only become part of the
Company's results during 2021.
In parallel to the construction of the Talasol
project, the Company concluded the financial closing of the pumped
storage project "Manara Cliff" and the development of the smaller
photovoltaic project in Talasol (28 MW), which has already
commenced the construction phase, and reached substantial
advancements in the development of the pipeline of new Italian
photovoltaic projects, with 90 MW expected to receive a
construction permit during 2021. The operational improvements of
the Netherlands' biogas plants
continued and a new biogas plant that was acquired in December 2020 was successfully added to the
operations.
A delay of approximately a quarter in the
connection with the Talasol plant to the electricity grid that
according to the Spanish grid company was due to Covid-19
implications caused a deviation of approximately €5 million from
the projected revenues for 2020. The Company's projections for 2021
are based mainly on the operating assets (approximately 85% of the
projections) and only a small portion is based on assets that are
expected to be built during 2021.
The Company is developing a large pipeline of
photovoltaic projects in Spain and
Italy, all self-developed from the
initial stages, and a large portion of them (over 400 MW) are in
advanced development stages and are expected to be built during the
next two and a half years. In addition, the Company is advancing
the process of obtaining building permits for the PV plus storage
projects in Israel that the
Company won in the first storage tender in Israel.
As noted, 2020 was a challenging year but the
Company met all of its goals mainly due to the dedication and high
abilities of each one of its employees."
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 owns a photovoltaic plant with a peak
capacity of 300MW in the municipality of Talaván, Cáceres,
Spain;
- Groen Gas Goor B.V., Groen Gas Oude-Tonge B.V. and Groen Gas
Gelderland B.V., project companies operating anaerobic digestion
plants in the Netherlands, with a
green gas production capacity of approximately 3 million, 3.8
million and 9.5 million (with a license to produce 7.5 million) Nm3
per year, respectively;
- 83.333% of Ellomay Pumped Storage (2014) Ltd., which is
involved in a project to construct a 156 MW pumped storage hydro
power plant in the Manara Cliff, Israel.
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: hilai@ellomay.com
|
Ellomay Capital Ltd.
and its Subsidiaries
|
Condensed
Consolidated Statements of Financial Position
|
|
December
31,
|
|
2020
|
2019
|
2020
|
|
Audited
|
Audited
|
Audited
|
|
€ in
thousands
|
Convenience
Translation into
US$ in thousands*
|
Assets
|
|
|
|
Current
assets:
|
|
|
|
Cash and cash
equivalents
|
66,845
|
44,509
|
82,004
|
Marketable
securities
|
1,761
|
2,242
|
2,160
|
Short term
deposits
|
8,113
|
6,446
|
9,953
|
Restricted
cash
|
-
|
22,162
|
-
|
Receivable from
concession project
|
1,491
|
1,463
|
1,829
|
Financial
assets
|
-
|
1,418
|
-
|
Trade and other
receivables
|
9,825
|
4,882
|
12,053
|
|
88,035
|
83,122
|
107,999
|
Non-current
assets
|
|
|
|
Investment in equity
accounted investee
|
32,234
|
33,561
|
39,544
|
Advances on account
of investments
|
2,423
|
883
|
2,972
|
Receivable from
concession project
|
25,036
|
27,122
|
30,714
|
Fixed
assets
|
264,095
|
114,389
|
323,987
|
Right-of-use
asset
|
17,209
|
15,401
|
21,112
|
Intangible
asset
|
4,604
|
5,042
|
5,648
|
Restricted cash and
deposits
|
9,931
|
10,956
|
12,183
|
Deferred
tax
|
3,605
|
2,285
|
4,423
|
Long term
receivables
|
2,762
|
12,249
|
3,388
|
Derivatives
|
10,238
|
5,162
|
12,560
|
|
374,761
|
227,050
|
459,749
|
|
|
|
|
Total
assets
|
462,796
|
310,172
|
567,748
|
|
|
|
|
Liabilities and
Equity
|
|
|
|
Current
liabilities
|
|
|
|
Current maturities of
long term bank loans
|
10,232
|
4,138
|
12,552
|
Current maturities of
long term loans
|
4,021
|
-
|
4,933
|
Debentures
|
10,600
|
26,773
|
13,004
|
Trade
payables
|
12,387
|
1,765
|
15,197
|
Other
payables
|
7,912
|
5,010
|
9,706
|
|
45,152
|
37,686
|
55,392
|
Non-current
liabilities
|
|
|
|
Lease
liability
|
17,299
|
15,402
|
21,222
|
Long-term
loans
|
134,520
|
40,805
|
165,027
|
Other long-term
loans
|
49,396
|
48,377
|
60,598
|
Debentures
|
72,124
|
44,811
|
88,480
|
Deferred
tax
|
7,806
|
6,467
|
9,576
|
Other long-term
liabilities
|
513
|
1,795
|
629
|
Derivatives
|
8,336
|
7,263
|
10,226
|
|
289,994
|
164,920
|
355,758
|
Total
liabilities
|
335,146
|
202,606
|
411,150
|
Equity
|
|
|
|
Share
capital
|
25,102
|
21,998
|
30,795
|
Share
premium
|
82,401
|
64,160
|
101,088
|
Treasury
shares
|
(1,736)
|
(1,736)
|
(2,130)
|
Transaction reserve
with non-controlling Interests
|
6,106
|
6,106
|
7,491
|
Reserves
|
4,164
|
3,283
|
5,108
|
Retained
earnings
|
8,191
|
12,818
|
10,049
|
Total equity
attributed to shareholders of the Company
|
124,228
|
106,629
|
152,401
|
Non-Controlling
Interest
|
798
|
937
|
979
|
Total
equity
|
125,026
|
107,566
|
153,380
|
Total liabilities
and equity
|
460,172
|
310,172
|
564,530
|
|
* Convenience
translation into US$ (exchange rate as at December 31, 2020: euro 1
= US$ 1.227)
|
**
Reclassified
|
Ellomay Capital Ltd.
and its Subsidiaries
|
Condensed
Consolidated Statements of Financial Position
|
|
|
For the three
months ended December 31,
|
For the
year
ended December
31,
|
For the three
months ended
December 31,
|
For the year
ended
December 31,
|
|
|
2020
|
2019
|
2020
|
2019
|
2020
|
2020
|
|
Unaudited
|
Audited
|
Unaudited
|
Audited
|
|
€ in
thousands
|
Convenience
Translation into US$*
|
Revenues
|
2,801
|
3,553
|
9,645
|
18,988
|
3,436
|
11,832
|
Operating
expenses
|
(1,541)
|
(1,589)
|
(4,951)
|
(6,638)
|
(1,890)
|
(6,074)
|
Depreciation and
amortization
|
(731)
|
(1,702)
|
(2,975)
|
(6,416)
|
(897)
|
(3,650)
|
Gross
profit
|
529
|
262
|
1,719
|
5,934
|
649
|
2,108
|
|
|
|
|
|
|
|
Project development
costs
|
(479)
|
(742)
|
(3,491)
|
(4,213)
|
(588)
|
(4,283)
|
General and
administrative expenses
|
(1,186)
|
(969)
|
(4,512)
|
(3,827)
|
(1,455)
|
(5,535)
|
Share of profits of
equity accounted investee
|
(380)
|
704
|
1,525
|
3,086
|
(466)
|
1,871
|
Other income
(expenses), net
|
2,100
|
(2,100)
|
2,100
|
(2,100)
|
2,576
|
2,576
|
Capital
gain
|
-
|
18,770
|
-
|
18,770
|
-
|
-
|
Operating
profit
|
584
|
15,925
|
(2,659)
|
17,650
|
716
|
(3,263)
|
|
|
|
|
|
|
|
Financing
income
|
802
|
385
|
2,134
|
1,827
|
984
|
2,618
|
Financing income
(expenses) in connection with derivatives,
net
|
(438)
|
(98)
|
1,094
|
897
|
(537)
|
1,342
|
Financing
expenses
|
(1,708)
|
(3,828)
|
(6,862)
|
(10,877)
|
(2,095)
|
(8,418)
|
Financing expenses,
net
|
(1,344)
|
(3,541)
|
(3,634)
|
(8,153)
|
(1,648)
|
(4,458)
|
Profit before
taxes on income
|
(760)
|
12,384
|
(6,293)
|
9,497
|
(932)
|
(7,721)
|
Tax benefit (Taxes on
income)
|
285
|
1,200
|
125
|
287
|
350
|
153
|
Profit for the
period
|
(475)
|
13,584
|
(6,168)
|
9,784
|
(582)
|
(7,568)
|
Profit (loss)
attributable to:
|
|
-
|
|
|
|
|
Owners of the
Company
|
(216)
|
13,683
|
(4,627)
|
12,060
|
(265)
|
(5,676)
|
Non-controlling
interests
|
(259)
|
(99)
|
(1,541)
|
(2,276)
|
(318)
|
(1,892)
|
Profit (loss) for
the period
|
(475)
|
13,584
|
(6,168)
|
9,784
|
(583)
|
(7,568)
|
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
|
801
|
(696)
|
(482)
|
2,103
|
983
|
(591)
|
Effective portion of
change in fair value of cash flow hedges
|
(1,443)
|
(12,213)
|
2,210
|
1,076
|
(1,770)
|
2,711
|
Net change in fair
value of cash flow hedges transferred to
profit or
loss
|
(163)
|
356
|
555
|
(1,922)
|
(200)
|
681
|
Total other
comprehensive profit (loss)
|
(805)
|
(12,553)
|
2,283
|
1,257
|
(987)
|
2,801
|
|
|
|
|
|
|
|
Total other
comprehensive income (loss) attributable to:
|
|
|
|
|
|
|
Owners of the
Company
|
87
|
(6,286)
|
881
|
2,114
|
107
|
1,081
|
Non-controlling
interests
|
(892)
|
(6,267)
|
1,402
|
(857)
|
(1,094)
|
1,720
|
Total other
comprehensive income (loss)
|
(805)
|
(12,553)
|
2,283
|
1,257
|
(987)
|
2,801
|
|
|
|
|
|
|
|
Total
comprehensive income (loss) for the year
|
(1,280)
|
1,031
|
(3,885)
|
11,041
|
(1,570)
|
(4,767)
|
|
|
|
|
|
|
|
Total
comprehensive income (loss) for the year
attributable to:
|
|
|
|
|
|
|
Owners of the
Company
|
(129)
|
7,397
|
(3,746)
|
14,174
|
(158)
|
(4,595)
|
Non-controlling
interests
|
(1,151)
|
(6,366)
|
(139)
|
(3,133)
|
(1,412)
|
(172)
|
Total
comprehensive income (loss) for the year
|
(1,280)
|
1,031
|
(3,885)
|
11,041
|
(1,570)
|
(4,767)
|
|
|
|
|
|
|
|
Basic net profit
per share
|
(0.01)
|
1.19
|
(0.38)
|
1.09
|
(0.01)
|
(0.47)
|
Diluted net profit
per share
|
(0.01)
|
1.19
|
(0.38)
|
1.09
|
(0.01)
|
(0.47)
|
|
* Convenience translation into US$ (exchange rate as at December
31, 2020: euro 1 = US$ 1.227)
|
Ellomay Capital Ltd.
and its Subsidiaries
|
|
Condensed
Consolidated Statements of Changes in Equity (in
thousands)
|
|
|
|
Attributable to
shareholders of the Company
|
Non-
controlling
|
Total
|
|
|
|
Interests
|
Equity
|
|
Share
capital
|
Share
premium
|
Retained
earnings
|
Treasury
shares
|
Translation
reserve from
foreign
operations
|
Hedging
Reserve
|
Interests
Transaction reserve with
non-controlling
Interests
|
Total
|
|
|
|
€ in
thousands
|
For the year
ended
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
(Audited):
|
|
|
|
|
|
|
|
|
|
|
Balance as at
January 1, 2020
|
21,998
|
64,160
|
12,818
|
(1,736)
|
4,356
|
(1,073)
|
6,106
|
106,629
|
937
|
107,566
|
Profit (loss) for
the year
|
-
|
-
|
(4,627)
|
-
|
-
|
-
|
-
|
(4,627)
|
(1,541)
|
(6,168)
|
Other
comprehensive loss for the year
|
-
|
-
|
-
|
-
|
(533)
|
1,414
|
-
|
881
|
1,402
|
2,283
|
Total
comprehensive loss for the year
|
-
|
-
|
(4,627)
|
-
|
(533)
|
1,414
|
-
|
(3,746)
|
(139)
|
(3,885)
|
Transactions with
owners of the Company, recognized directly in
equity:
|
|
|
|
|
|
|
|
|
|
|
Issuance of
ordinary shares
|
3,084
|
18,191
|
-
|
-
|
-
|
-
|
-
|
21,275
|
-
|
21,275
|
Options
exercise
|
20
|
-
|
-
|
-
|
-
|
-
|
-
|
20
|
-
|
20
|
Share-based
payments
|
-
|
50
|
-
|
-
|
-
|
-
|
-
|
50
|
-
|
50
|
Balance as
at
|
|
|
|
|
|
|
|
|
|
|
December 31,
2020
|
25,102
|
82,401
|
8,191
|
(1,736)
|
3,823
|
341
|
6,106
|
124,228
|
798
|
125,026
|
|
|
|
|
|
|
|
|
|
|
|
For the three
months
|
|
|
|
|
|
|
|
|
|
|
ended December 31,
2020 (Unaudited):
|
|
|
|
|
|
|
|
|
|
|
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
|
Profit (loss) for
the year
|
-
|
-
|
(216)
|
-
|
-
|
-
|
-
|
(216)
|
(259)
|
(475)
|
Other
comprehensive loss for the year
|
-
|
-
|
-
|
-
|
860
|
(773)
|
-
|
87
|
(892)
|
(805)
|
Total
comprehensive loss for the year
|
-
|
-
|
(216)
|
-
|
860
|
(773)
|
-
|
(129)
|
(1,151)
|
(1,280)
|
Transactions with
owners of the Company, recognized directly in
equity:
|
|
|
|
|
|
|
|
|
|
|
Issuance of
ordinary shares
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Options
exercise
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Share-based
payments
|
-
|
22
|
-
|
-
|
-
|
-
|
-
|
22
|
-
|
22
|
Balance as
at
|
|
|
|
|
|
|
|
|
|
|
December 31,
2020
|
25,102
|
82,401
|
8,191
|
(1,736)
|
3,823
|
341
|
6,106
|
124,228
|
798
|
125,026
|
Ellomay Capital Ltd.
and its Subsidiaries
|
|
Condensed
Consolidated Interim Statements of Changes in Equity (in thousands)
(cont'd)
|
|
|
|
Attributable to
shareholders of the Company
|
Non-
controlling
|
Total
|
|
|
|
Interests
|
Equity
|
|
Share
capital
|
Share
premium
|
Retained
earnings
|
Treasury
shares
|
Translation
reserve from
foreign
operations
|
Hedging
Reserve
|
Interests
Transaction reserve with
non-controlling
Interests
|
Total
|
|
|
|
€ in
thousands
|
For the year
ended
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
(Audited):
|
|
|
|
|
|
|
|
|
|
|
Balance as
at
|
|
|
|
|
|
|
|
|
|
|
January 1,
2019
|
19,980
|
58,344
|
758
|
(1,736)
|
1,396
|
(227)
|
-
|
78,515
|
(1,558)
|
76,957
|
Profit (loss) for
the year
|
-
|
-
|
12,060
|
-
|
-
|
-
|
-
|
12,060
|
(2,276)
|
9,784
|
Other
comprehensive income for the year
|
-
|
-
|
-
|
-
|
2,960
|
(846)
|
-
|
2,114
|
(857)
|
1,257
|
Total
comprehensive income 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
|
|
|
|
|
|
|
|
|
|
|
|
For the three
months
|
|
|
|
|
|
|
|
|
|
|
ended December 31,
2019 (Unaudited):
|
|
|
|
|
|
|
|
|
|
|
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
|
Profit (loss) for
the period
|
-
|
-
|
13,683
|
-
|
-
|
-
|
-
|
13,683
|
(99)
|
13,584
|
Other
comprehensive loss for the period
|
-
|
-
|
-
|
-
|
(741)
|
(5,545)
|
-
|
(6,286)
|
(6,267)
|
(12,553)
|
Total
comprehensive income for the period
|
-
|
-
|
13,683
|
-
|
(741)
|
(5,545)
|
-
|
7,397
|
(6,366)
|
1,031
|
Transactions with
owners of the Company, recognized directly in
equity:
|
|
|
|
|
|
|
|
|
|
|
Share-based
payments
|
-
|
5
|
-
|
-
|
-
|
-
|
-
|
5
|
-
|
5
|
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)
|
|
|
|
|
Attributable to
shareholders of the Company
|
Non-
controlling
|
Total
|
|
|
|
Interests
|
Equity
|
|
Share
capital
|
Share
premium
|
Retained
earnings
|
Treasury
shares
|
Translation
reserve from
foreign
operations
|
Hedging
Reserve
|
Interests
Transaction reserve with
non-controlling
Interests
|
Total
|
|
|
|
Convenience
translation into US$ (exchange rate as at December 31, 2020: euro 1
= US$ 1.227)
|
For the year
ended
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
(Audited):
|
|
|
|
|
|
|
|
|
|
|
Balance as at
January 1, 2020
|
26,987
|
78,711
|
15,725
|
(2,130)
|
5,343
|
(1,316)
|
7,491
|
130,811
|
1,151
|
131,962
|
Profit (loss) for
the year
|
-
|
-
|
(5,676)
|
-
|
-
|
-
|
-
|
(5,676)
|
(1,892)
|
(7,568)
|
Other
comprehensive loss for the year
|
-
|
-
|
-
|
-
|
(654)
|
1,735
|
-
|
1,081
|
1,720
|
2,801
|
Total
comprehensive loss for the year
|
-
|
-
|
(5,676)
|
-
|
(654)
|
1,735
|
-
|
(4,595)
|
(172)
|
(4,767)
|
Transactions with
owners of the Company, recognized directly in
equity:
|
|
|
|
|
|
|
|
|
|
|
Issuance of
ordinary shares
|
3,783
|
22,316
|
-
|
-
|
-
|
-
|
-
|
26,099
|
-
|
26,099
|
Options
exercise
|
25
|
-
|
-
|
-
|
-
|
-
|
-
|
25
|
-
|
25
|
Share-based
payments
|
-
|
61
|
-
|
-
|
-
|
-
|
-
|
61
|
-
|
61
|
Balance as
at
|
|
|
|
|
|
|
|
|
|
|
December 31,
2020
|
30,795
|
101,088
|
10,049
|
(2,130)
|
4,689
|
419
|
7,491
|
152,401
|
979
|
153,380
|
|
|
|
|
|
|
|
|
|
|
|
For the three
months
|
|
|
|
|
|
|
|
|
|
|
ended December 31,
2020 (Unaudited):
|
|
|
|
|
|
|
|
|
|
|
Balance as at
September 30, 2020
|
30,795
|
101,061
|
10,314
|
(2,130)
|
3,634
|
1,367
|
7,491
|
152,532
|
2,391
|
154,923
|
Profit (loss) for
the year
|
-
|
-
|
(265)
|
-
|
-
|
-
|
-
|
(265)
|
(318)
|
(583)
|
Other
comprehensive loss for the year
|
-
|
-
|
-
|
-
|
1,055
|
(948)
|
-
|
107
|
(1,094)
|
(987)
|
Total
comprehensive loss for the year
|
-
|
-
|
(265)
|
-
|
1,055
|
(948)
|
-
|
(158)
|
(1,412)
|
(1,570)
|
Transactions with
owners of the Company, recognized directly in
equity:
|
|
|
|
|
|
|
|
|
|
|
Issuance of
ordinary shares
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Options
exercise
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Share-based
payments
|
-
|
27
|
-
|
-
|
-
|
-
|
-
|
27
|
-
|
27
|
Balance as
at
|
|
|
|
|
|
|
|
|
|
|
December 31,
2020
|
30,795
|
101,088
|
10,049
|
(2,130)
|
4,689
|
419
|
7,491
|
152,401
|
979
|
153,380
|
Ellomay Capital Ltd.
and its Subsidiaries
|
|
Condensed
Consolidated Interim Statements of Cash Flow (in
thousands)
|
|
For the three
months
ended December 31,
|
For the year
ended
December 31,
|
For the three
months ended
December 31,
|
For the year
ended
December 31,
|
|
2020
|
2019
|
2020
|
2019
|
2020
|
2020
|
|
Unaudited
|
Audited
|
Unaudited
|
Audited
|
|
€ in
thousands
|
Convenience
Translation into
US$*
|
Cash flows from
operating activities
|
|
|
|
|
|
|
Profit for the
period
|
(475)
|
13,584
|
(6,168)
|
9,784
|
(582)
|
(7,568)
|
Adjustments
for:
|
|
|
|
|
|
|
Financing expenses,
net
|
1,344
|
3,541
|
3,634
|
8,153
|
1,648
|
4,458
|
Capital
gain
|
-
|
(18,770)
|
-
|
(18,770)
|
-
|
-
|
Depreciation and
amortization
|
731
|
1,702
|
2,975
|
6,416
|
897
|
3,650
|
Share-based payment
transactions
|
22
|
5
|
50
|
8
|
27
|
61
|
Share of profits of
equity accounted investees
|
380
|
(704)
|
(1,525)
|
(3,086)
|
466
|
(1,871)
|
Payment of interest
on loan from an equity accounted investee
|
-
|
-
|
582
|
370
|
-
|
714
|
Change in trade
receivables and other receivables
|
(3,137)
|
1,305
|
(3,868)
|
403
|
(3,848)
|
(4,745)
|
Change in other
assets
|
(205)
|
(480)
|
179
|
(1,950)
|
(251)
|
220
|
Change in receivables
from concessions project
|
203
|
200
|
1,426
|
1,329
|
249
|
1,749
|
Change in accrued
severance pay, net
|
-
|
1
|
-
|
9
|
-
|
-
|
Change in trade
payables
|
529
|
47
|
190
|
461
|
649
|
233
|
Change in other
payables
|
(2,063)
|
2,646
|
(1,226)
|
5,336
|
(2,531)
|
(1,504)
|
Income tax expense
(tax benefit)
|
(285)
|
(1,200)
|
(125)
|
(287)
|
(350)
|
(153)
|
Income taxes
paid
|
(31)
|
(81)
|
(119)
|
(100)
|
(38)
|
(146)
|
Interest
received
|
761
|
438
|
2,075
|
1,719
|
934
|
2,546
|
Interest
paid
|
(1,325)
|
(2,846)
|
(3,906)
|
(6,083)
|
(1,625)
|
(4,792)
|
|
(3,076)
|
(14,196)
|
342
|
(6,072)
|
(3,773)
|
420
|
Net cash from (used
in) operating activities
|
(3,551)
|
(612)
|
(5,826)
|
3,712
|
(4,355)
|
(7,148)
|
Cash flows from
investing activities
|
|
|
|
|
|
|
Acquisition of fixed
assets
|
(24,742)
|
(18,752)
|
(128,420)
|
(74,587)
|
(30,353)
|
(157,543)
|
Acquisition of
subsidiary, net of cash acquire
|
(7,464)
|
-
|
(7,464)
|
(1,000)
|
(9,157)
|
(9,157)
|
Compensation as per
agreement with Erez Electricity Ltd.
|
-
|
|
1,418
|
-
|
-
|
1,740
|
Repayment of loan
from an equity accounted investee
|
55
|
-
|
1,978
|
-
|
67
|
2,427
|
Loan to an equity
accounted investee
|
(181)
|
-
|
(181)
|
-
|
(222)
|
(222)
|
Proceeds from sale of
investments
|
-
|
34,586
|
-
|
34,586
|
-
|
-
|
Advances on account
of investments
|
-
|
|
(1,554)
|
-
|
-
|
(1,906)
|
Proceeds from
marketable securities
|
436
|
|
1,800
|
-
|
535
|
2,208
|
Acquisition of
marketable securities
|
(1,481)
|
-
|
(1,481)
|
-
|
(1,817)
|
(1,817)
|
Proceeds from
settlement of derivatives, net
|
-
|
-
|
-
|
532
|
-
|
-
|
Proceed (investment)
in restricted cash, net
|
742
|
(22,140)
|
23,092
|
(26,003)
|
910
|
28,329
|
Investment in short
term deposit
|
84
|
-
|
(1,323)
|
(6,302)
|
103
|
(1,623)
|
Repayment (grant)
Loan to others
|
-
|
-
|
-
|
3,912
|
-
|
-
|
Cash flows from
financing activities
|
(32,551)
|
(6,306)
|
(112,135)
|
(68,862)
|
(39,934)
|
(137,564)
|
Repayment of
long-term loans and finance lease obligations
|
|
|
|
|
|
|
Repayment of
Debentures
|
2,224
|
|
2,544
|
-
|
2,728
|
3,121
|
Proceeds from
options
|
(1,193)
|
212
|
(3,959)
|
(5,844)
|
(1,464)
|
(4,857)
|
Sale of shares in
subsidiaries to non-controlling interests
|
-
|
(5,304)
|
(26,923)
|
(9,836)
|
-
|
(33,029)
|
Acquisition of shares
in subsidiaries from non-controlling interests
|
(734)
|
(12,218)
|
(734)
|
(12,218)
|
(900)
|
(900)
|
Issuance of ordinary
shares
|
-
|
-
|
20
|
19
|
-
|
25
|
Proceeds from long
term loans
|
-
|
-
|
-
|
13,936
|
-
|
-
|
Proceeds from
issuance of Debentures, net
|
-
|
-
|
-
|
(2,961)
|
-
|
-
|
Net cash from (used
in) financing activities
|
-
|
|
21,275
|
7,807
|
-
|
26,100
|
|
9,520
|
212
|
111,357
|
59,298
|
11,679
|
136,611
|
Effect of exchange
rate fluctuations on cash and cash equivalents
|
38,057
|
-
|
38,057
|
22,317
|
46,688
|
46,688
|
Increase (decrease)
in cash and cash equivalents
|
47,874
|
(18,744)
|
141,637
|
72,518
|
58,731
|
173,759
|
Cash and cash
equivalents at the beginning of the period
|
|
|
|
|
|
|
Cash and cash
equivalents at the end of the period
|
1,084
|
(637)
|
(1,340)
|
259
|
1,330
|
(1,646)
|
|
* Convenience translation into US$ (exchange rate as at December
31, 2020: euro 1 = US$ 1.227)
|
Ellomay Capital Ltd.
and its Subsidiaries
|
|
Reconciliation of
Profit (Loss) to EBITDA (in thousands)
|
|
|
For the three
months
ended December 31,
|
For the year
ended
December 31,
|
For the three
months ended
December 31,
|
For the year
ended
December 31,
|
|
2020
|
2019
|
2020
|
2019
|
2020
|
2020
|
|
Unaudited
|
|
€ in
thousands
|
Convenience
Translation into
US$*
|
Net profit (loss)
for the period
|
(475)
|
13,584
|
(6,168)
|
9,784
|
(583)
|
(7,568)
|
Financing
expenses, net
|
1,344
|
3,541
|
3,634
|
8,153
|
1,648
|
4,458
|
Taxes on income
(tax benefit)
|
(285)
|
(1,200)
|
(125)
|
(287)
|
(350)
|
(153)
|
Depreciation and
amortization
|
731
|
1,702
|
2,975
|
6,416
|
897
|
3,650
|
EBITDA
|
1,315
|
17,627
|
316
|
24,066
|
1,612
|
387
|
|
* Convenience
translation into US$ (exchange rate as at December 31, 2020: euro 1
= US$ 1.227)
|
Information for the Company's Debenture Holders
Pursuant to the Deeds of Trust governing the Company's Series C
and Series D Debentures (together, the "Debentures"), the
Company is required to maintain certain financial covenants. For
more information, see Item 5.B of the Company's Annual Report on
Form 20-F submitted to the Securities and Exchange Commission on
April 7, 2020 and below.
Net Financial Debt
As of December 31, 2020, the
Company's Net Financial Debt (as such term is defined in the Deeds
of Trust of the Company's Debentures) was approximately €6.2
million (consisting of approximately €207.9 million of short-term
and long-term debt from banks and other interest bearing financial
obligations and approximately €82.7 million in connection with the
Series C Debentures issuances (in July
2019 and October 2020), net of
approximately €76.7 million of cash and cash equivalents,
short-term deposits and marketable securities and net of
approximately €207.7 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 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 December 31, 2020, the Company was
in compliance with the financial covenants set forth in the Series
C Deed of Trust as follows: (i) the Company's shareholders' equity
was approximately €127.7 million and (ii) the ratio of the
Company's Net Financial Debt (as set forth above) to the Company's
CAP, Net (defined as the Company's consolidated shareholders'
equity plus the Net Financial Debt) was 4.7% and (iii) the ratio of
the Company's Net Financial Debt to the Company's Adjusted
EBITDA(1) was 1.8.
______________________________________________
(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
(loss) and the Adjusted EBITDA (as defined in the Series C Deed of
Trust) for the four-quarter period ended December 31, 2020:
|
For the four
quarter period
ended
December 31,
2020
|
|
Unaudited
|
|
€ in
thousands
|
Profit (loss) for the
period
|
(6,168)
|
Financing expenses,
net
|
3,634
|
Taxes on
income
|
(125)
|
Depreciation
|
2,975
|
Adjustment to
revenues of the Talmei Yosef project due to calculation based on
the
fixed asset model
|
3,023
|
Share-based
payments
|
50
|
Adjusted EBITDA as
defined the Series C Deed of Trust
|
3,389
|
Information for the Company's Series D Debenture
Holders
The Deed of Trust governing the Company's Series D Debentures
includes an undertaking by the Company to maintain certain
financial covenants, whereby a breach of such financial covenants
for the periods set forth in the Series D Deed of Trust is a cause
for immediate repayment. As of December 31,
2020, the Company was in compliance with the financial
covenants set forth in the Series D Deed of Trust as follows: (i)
the Company's Adjusted Shareholders' Equity (as defined in the
Series D Deed of Trust) was approximately €117.5 million and (ii)
the ratio of the Company's Net Financial Debt (as set forth above)
to the Company's CAP, Net (defined as the Company's consolidated
shareholders' equity plus the Net Financial Debt) was
5.1% and (iii) the ratio of the Company's Net
Financial Debt to the Company's Adjusted EBITDA (as defined in the
Series D Deed of Trust(1)) was .16.
______________________________________________
(1) The term "Adjusted EBITDA" is defined in the
Series D Deed of Trust as earnings before financial expenses, net,
taxes, depreciation and amortization, where the revenues from the
Company's operations, such as the Talmei Yosef project, are
calculated based on the fixed asset model and not based on the
financial asset model (IFRIC 12), and before share-based payments,
when the data of assets or projects whose Commercial Operation Date
(as such term is defined in the Series D Deed of Trust) occurred in
the four quarters that preceded the relevant date will be
calculated based on Annual Gross Up (as such term is defined in the
Series D Deed of Trust). The Series D Deed of Trust provides that
for purposes of the financial covenant, the Adjusted EBITDA will be
calculated based on the four preceding quarters, in the aggregate.
The Adjusted EBITDA is presented in this press release as part of
the Company's undertakings towards the holders of its Series D
Debentures. For a general discussion of the use of non-IFRS
measures, such as EBITDA and Adjusted EBITDA see above under "Use
of NON-IFRS Financial Measures."
The following is a reconciliation between the Company's profit
(loss) and the Adjusted EBITDA (as defined in the Series D Deed of
Trust) for the four-quarter period ended December 31, 2020:
|
For the four
quarter period
ended
December 31,
2020
|
|
Unaudited
|
|
€ in
thousands
|
Profit (loss) for the
period
|
(6,168)
|
Financing expenses,
net
|
3,634
|
Taxes on
income
|
(125)
|
Depreciation
|
2,975
|
Adjustment to
revenues of the Talmei Yosef project due to calculation based on
the
fixed asset model
|
3,023
|
Share-based
payments
|
50
|
Adjustment to data
relating to projects with a Commercial Operation Date during
the
four preceding quarters*
|
384
|
Adjusted EBITDA as
defined the Series D Deed of Trust
|
3,773
|
|
* Based on the
internal calculation of EBITDA of the biogas plant in Gelderland,
the Netherlands since the
acquisition date (December 1, 2020). These results were not
included in the profit and loss statement of the
Company for the year ended December 31, 2020.
|
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SOURCE Ellomay Capital Ltd