TEL AVIV, Israel, June 24, 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 unaudited financial results for the
three month period ended March 31,
2021.
Financial Highlights
- Revenues were approximately €7.2 million for the three months
ended March 31, 2021, compared to
approximately €1.9 million for the three months ended March 31, 2020. This increase is mainly
attributable to the achievement of PAC (Preliminary Acceptance
Certificate) of the Talasol photovoltaic facility (the "Talasol
PV Plant") on January 27, 2021,
upon which the Company commenced recognition of revenues. The
increase also resulted from the acquisition of the Groen Gas
Gelderland B.V. biogas facility (the "Gelderland Biogas
Plant") in December 2020 and
improved operational efficiency at the Company's biogas plants in
the Netherlands.
- Operating expenses were approximately €3.2 million for the
three months ended March 31, 2021,
compared to approximately €1.1 million for the three months ended
March 31, 2020. Depreciation expenses
were approximately €3.1 million for the three months ended
March 31, 2021, compared to
approximately €0.7 million for the three months ended March 31, 2020. The increase in operating
expenses and in depreciation expenses is mainly attributable to the
achievement of PAC of the Talasol PV Plant on January 27, 2021 and the Gelderland Biogas Plant
acquisition in December 2020.
- Project development costs were approximately €0.5 million for
the three months ended March 31,
2021, compared to approximately €1.8 million for the three
months ended March 31, 2020. The
decrease in project development costs is mainly due to
capitalization of expenses in connection with the pumped-hydro
storage project in the Manara Cliff commencing the fourth quarter
of 2020.
- General and administrative expenses were approximately €1.3
million for the three months ended March 31,
2021, compared to approximately €1.1 million for the three
months ended March 31, 2020. There
was no material change in the composition of the expenses included
in general and administrative expenses between the two
periods.
- Share of profits of equity accounted investee, after
elimination of intercompany transactions, was approximately €0.6
million for the three months ended March 31,
2021, compared to approximately €1.3 million for the three
months ended March 31, 2020. The
decrease in the Company's share of profit of equity accounted
investee is mainly attributable to the decrease in Dorad Energy
Ltd.'s revenues.
- Financing expenses, net were approximately €2.8 million for the
three months ended March 31, 2021,
compared to approximately €0.4 million for the three months ended
March 31, 2020. The increase in
financing expenses, net, was mainly attributable to €0.8 million of
expenses due to the early repayment of the Company's Series B
Debentures and financing expenses in connection with the Talasol PV
Plant previously capitalized to fixed assets that are recognized in
profit and loss starting from PAC.
- Tax benefits were approximately €0.3 million for the three
months ended March 31, 2021, compared
to taxes on income of approximately €0.1 million for the three
months ended March 31, 2020.
- Loss for the three months ended March
31, 2021 was approximately €2.7 million, compared to a loss
of approximately €1.9 million for the three months ended
March 31, 2020.
- Total other comprehensive loss was approximately €2.4 million
for the three months ended March 31,
2021, compared to other comprehensive income of
approximately €14 million for the three months ended March 31, 2020. The decrease in total other
comprehensive income mainly resulted from changes in fair value of
cash flow hedges.
- Total comprehensive loss was approximately €5 million for the
three months ended March 31, 2021,
compared to total comprehensive income of approximately €12.1
million for the three months ended March 31,
2020.
- EBITDA was approximately €2.9 million for the three months
ended March 31, 2021, compared to
EBITDA loss of approximately €(0.6) million for the three months
ended March 31, 2020. See the table
on page 12 of this press release for a reconciliation of these
numbers to profit and loss.
- Net cash provided by operating activities was approximately
€1.3 million for the three months ended March 31, 2021, compared to net cash
used in operating activities of approximately €0.5
million for the three months ended March
31, 2020. The increase is mainly attributable
to the achievement of PAC of the Talasol PV Plant on January 27, 2021 and the Gelderland Biogas Plant
acquisition in December 2020.
- As of June 1, 2021, the Company
held approximately €78 million in cash and cash equivalents and
approximately €9.8 million in restricted short-term and long-term
cash.
CEO Review – First Quarter of 2021
The financial results for the first quarter of 2021 included
first time results of the Talasol PV Plant (300 MW photovoltaic
plant in Spain) and the Gelderland
Biogas Plant (which has a green gas production license of 7.5
million Nm3 per year). The results of the quarter reflect an
increase of approximately 270% in revenues and net cash from
operating activities changed from loss in the first quarter of 2020
to profit.
During the first quarter the pumped hydro-storage project in the
Manara Cliff, Israel (156MWh with
an aggregate storage capacity of approximately 1,900 MWh), achieved
financial closing and as of today the building works have
commenced. In addition, we received the construction permits for
the Ellomay Solar project (28 MW photovoltaic plant in Spain) and the building works are in
progress.
In parallel to the operations of the existing portfolio and the
management of the projects under construction, the Company is
advancing the development of a pipeline of photovoltaic projects in
Spain, Italy and Israel, which includes approximately 479 MW in
advanced development stages and approximately 850 MW in preliminary
development stages.
Talasol PV Plant (300 MW photovoltaic plant in Spain)
The proceeds from sale of electricity during the first quarter
were approximately €4.1 and in line with the higher projected
revenues for the first quarter of 2021. Based on applicable
accounting rules, an amount of approximately €1 million of such
proceeds (which represents revenues from the sale of electricity
prior to January 27, 2021 (the date
in which the Talasol PV Plant achieved PAC)) was not recognized as
revenues and was capitalized and deducted from the cost of
construction. The Adjusted FFO of the Talasol PV Plant for the
quarter was approximately €1.8 million (including the period prior
to January 27, 2021 of which the
results were capitalized in accordance with applicable accounting
rules). The efficiency of the Talasol PV Plant during the first
quarter of 2021 was approximately 88.43%, compared to the
constructor's contractual undertaking for a minimal efficiency of
76.95%.
Biogas Segment – the
Netherlands
During the first quarter of 2021, the Company successfully
completed the integration of the Gelderland Biogas Plant.
This plant is equal in size to the two other plants owned by the
Company (combined) and is characterized by advanced manufacturing
equipment. The existing equipment enables an increase of
approximately 20% of production (subject to receipt of required
permits) and the plant includes additional land owned by the
project company which will enable additional expansion. The biogas
segment of the Company produced revenues of approximately €3.1
million and contributed approximately €0.6 million of FFO during
the first quarter of 2021. The Company has a plan for additional
improvements and enhancements underway that includes improvements
in the processes and the expansion of existing facilities.
Photovoltaic Segment in Spain
(7.9 MW subsidized by Spain)
The results of these plants for the first quarter of 2021 were
in line with the expectations and contributed revenues of
approximately €0.8 million and FFO of approximately €0.7
million.
Talmei Yosef PV Plant (9 MW photovoltaic plant in Israel)
The results of the Talmei Yosef PV Plant for the first quarter
of 2021 were in line with the expectations and contributed adjusted
revenues of approximately €0.8 million (adjusted to present the
revenues based on the fixed asset model and not as a financial
asset under IFRIC 12) and Adjusted FFO of approximately €0.5
million.
Dorad Power Plant (9.375% indirectly owned by the Company)
The results of the Dorad power plant for the first quarter of
2021 were in line with expectations. The Company's share of the net
profit was approximately €0.62 million.
The 2021 first quarter's results of the Company, taking into
account the results of the Talasol PV Plant for the period until
January 27, 2021 that was not
recognized in profit and loss, support the annual projections
included in the Company's investor presentation published in
May 2021.
The Company's PV operations, including the Talasol PV Plant, are
affected by seasonality. The first quarter is characterized by
lower radiation resulting in relatively lower revenues. Therefore,
the second quarter's revenues of the Company's PV operations are
expected to be significantly higher. For example, commencing
April 1, 2021 and until today, the
Talasol PV Plant produced revenues in the amount of approximately
€9 million.
The financing expenses for the quarter included the cost of the
early repayment of the Company's Series B debentures and the
settlement of the related hedging transactions for an aggregate
cost of approximately €1.1 million and its exchange for the Series
C debentures that bear a lower interest rate will in the future
compensate for the cost of the early repayment.
Use of NON-IFRS Financial Measures
EBITDA, FFO and Adjusted FFO are non-IFRS measures. EBITDA is
defined as earnings before financial expenses, net, taxes,
depreciation and amortization and FFO (funds from operations) and
Adjusted FFO are calculated by adding depreciation and amortization
expenses to operating profit (loss) and deducting interest expenses
on loans. The Company uses the terms "Adjusted FFO" to highlight
the fact that the Company presents the revenues from the
Talmei Yosef PV Plant under the fixed asset model and not under
IFRIC 12 and includes the financial results of the Talasol PV plant
for the period prior to achievement of PAC that were not recognized
in the profit and loss statement based on accounting rules. The
Company presents these measures in order to enhance the
understanding of the Company's operating performance and to
enable comparability between periods. While the Company
considers these non-IFRS measures to be important measures of
comparative operating performance, these non-IFRS
measures should not be considered in isolation or as a
substitute for net income or other statement of operations or
cash flow data prepared in accordance with IFRS as a measure of
profitability or liquidity. These non-IFRS measures do not take
into account the Company's commitments, including capital
expenditures and restricted cash and, accordingly, are not
necessarily indicative of amounts that may be available for
discretionary uses. In addition, Adjusted FFO does not represent
and is not an alternative to cash flow from operations as defined
by IFRS and is not an indication of cash available to fund all cash
flow needs, including the ability to make distributions. Not all
companies calculate EBITDA, FFO or Adjusted FFO in the same manner,
and the measures as presented may not be comparable to
similarly-titled measures presented by other companies. The
Company's actual EBITDA, FFO and Adjusted FFO may not be indicative
of the Company's historic operating results; nor is it meant
to be predictive of potential future results. The Company uses
these measures internally as performance measures and believes that
when these measures are combined with IFRS measures they add useful
information concerning the Company's operating performance. A
reconciliation between results on an IFRS and non-IFRS basis is
provided on page 12 of this press release.
About Ellomay Capital Ltd.
Ellomay is an Israeli based company whose shares are registered
with the NYSE American and with the Tel Aviv Stock Exchange under
the trading symbol "ELLO". Since 2009, Ellomay Capital focuses
its business in the renewable energy and power sectors in
Europe and Israel.
To date, Ellomay has evaluated numerous opportunities and
invested significant funds in the renewable, clean energy and
natural resources industries in Israel, Italy
and Spain, including:
- Approximately 7.9MW of photovoltaic power plants in
Spain and a photovoltaic power
plant of approximately 9 MW in Israel;
- 9.375% indirect interest in Dorad Energy Ltd., which owns and
operates one of Israel's largest
private power plants with production capacity of approximately
860MW, representing about 6%-8% of Israel's total current electricity
consumption;
- 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 Interim Statements of Financial Position
|
|
March
31
|
December
31,
|
March
31,
|
|
2021
|
2020
|
2021
|
|
Unaudited
|
Audited
|
Unaudited
|
|
€ in
thousands
|
Convenience
Translation into
US$ in thousands**
|
Assets
|
|
|
|
Current
assets:
|
|
|
|
Cash and cash
equivalents
|
105,020
|
66,845
|
123,249
|
Marketable
securities
|
-
|
1,761
|
-
|
Short term
deposits
|
-
|
8,113
|
-
|
Restricted
cash
|
2,500
|
-
|
2,934
|
Receivable from
concession project
|
1,533
|
1,491
|
1,799
|
Trade and other
receivables
|
9,071
|
9,825
|
10,646
|
|
118,124
|
88,035
|
138,628
|
Non-current
assets
|
|
|
|
Investment in equity
accounted investee
|
33,229
|
32,234
|
38,997
|
Advances on account
of investments
|
2,430
|
2,423
|
2,852
|
Receivable from
concession project
|
25,009
|
25,036
|
29,350
|
Fixed
assets
|
278,363
|
264,095
|
326,680
|
Right-of-use
asset
|
12,473
|
17,209
|
14,638
|
Intangible
asset
|
4,552
|
4,604
|
5,342
|
Restricted cash and
deposits
|
7,025
|
9,931
|
8,244
|
Deferred
tax
|
4,896
|
3,605
|
5,746
|
Long term
receivables
|
66
|
2,762
|
77
|
Derivatives
|
5,480
|
10,238
|
6,431
|
|
373,523
|
372,137
|
438,357
|
|
|
|
|
Total
assets
|
491,647
|
460,172
|
576,985
|
|
|
|
|
Liabilities and
Equity
|
|
|
|
Current
liabilities
|
|
|
|
Current maturities of
long term bank loans
|
13,331
|
10,232
|
15,645
|
Current maturities of
long term loans
|
3,549
|
4,021
|
4,165
|
Debentures
|
8,295
|
10,600
|
9,735
|
Trade
payables
|
2,380
|
12,387
|
2,793
|
Other
payables
|
10,232
|
7,912
|
12,008
|
|
37,787
|
45,152
|
44,346
|
Non-current
liabilities
|
|
|
|
Lease
liability
|
12,455
|
17,299
|
14,617
|
Long-term
loans
|
151,988
|
134,520
|
178,369
|
Other long-term bank
loans
|
54,015
|
49,396
|
63,391
|
Debentures
|
92,941
|
72,124
|
109,073
|
Deferred
tax
|
7,982
|
7,806
|
9,367
|
Other long-term
liabilities
|
4,351
|
513
|
5,106
|
Derivatives
|
6,308
|
8,336
|
7,403
|
|
330,040
|
289,994
|
387,326
|
Total
liabilities
|
367,827
|
335,146
|
431,672
|
Equity
|
|
|
|
Share
capital
|
25,578
|
25,102
|
30,018
|
Share
premium
|
85,756
|
82,401
|
100,641
|
Treasury
shares
|
(1,736)
|
(1,736)
|
(2,037)
|
Transaction reserve
with non-controlling Interests
|
5,145
|
6,106
|
6,038
|
Reserves
|
3,052
|
4,164
|
3,582
|
Retained
earnings
|
6,122
|
8,191
|
7,185
|
Total equity
attributed to shareholders of the Company
|
123,917
|
124,228
|
145,427
|
Non-Controlling
Interest
|
(97)
|
798
|
(114)
|
Total
equity
|
123,820
|
125,026
|
145,313
|
Total liabilities
and equity
|
491,647
|
460,172
|
576,985
|
|
* Convenience
translation into US$ (exchange rate as at March 31, 2021: euro 1 =
US$ 1.174)
|
|
Ellomay Capital Ltd.
and its Subsidiaries
|
Condensed
Consolidated Interim Statements of Comprehensive Profit
(Loss)
|
|
|
For the three
months
ended March 31,
|
For the year
ended
December 31,
|
For the three
months
ended March 31,
|
|
|
2021
|
2020
|
2020
|
2021
|
|
Unaudited
|
Audited
|
Unaudited
|
|
€ in
thousands*
|
€ in
thousands*
|
Convenience
Translation into
US$** in thousands*
|
Revenues
|
7,200
|
1,943
|
9,645
|
8,450
|
Operating
expenses
|
(3,217)
|
(1,061)
|
(4,951)
|
(3,775)
|
Depreciation and
amortization
|
(3,051)
|
(726)
|
(2,975)
|
(3,581)
|
Gross
profit
|
932
|
156
|
1,719
|
1,094
|
|
|
|
|
|
Project development
costs
|
(505)
|
(1,754)
|
(3,491)
|
(593)
|
General and
administrative expenses
|
(1,263)
|
(1,081)
|
(4,512)
|
(1,482)
|
Share of profits of
equity accounted investee
|
617
|
1,331
|
1,525
|
724
|
Other expenses,
net
|
-
|
-
|
2,100
|
-
|
Operating
loss
|
(219)
|
(1,348)
|
(2,659)
|
(257)
|
|
|
|
|
|
Financing
income
|
912
|
425
|
2,134
|
1,070
|
Financing income in
connection with derivatives, net
|
(124)
|
954
|
1,094
|
(146)
|
Financing
expenses
|
(3,554)
|
(1,792)
|
(6,862)
|
(4,171)
|
Financing expenses,
net
|
(2,766)
|
(413)
|
(3,634)
|
(3,247)
|
Loss before taxes
on income
|
(2,985)
|
(1,761)
|
(6,293)
|
(3,504)
|
Tax benefit (Taxes on
income)
|
319
|
(104)
|
125
|
374
|
Loss for the
period
|
(2,666)
|
(1,865)
|
(6,168)
|
(3,130)
|
Loss attributable
to:
|
|
|
|
|
Owners of the
Company
|
(2,069)
|
(1,417)
|
(4,627)
|
(2,428)
|
Non-controlling
interests
|
(597)
|
(448)
|
(1,541)
|
(702)
|
Loss for the
period
|
(2,666)
|
(1,865)
|
(6,168)
|
(3,130)
|
Other
comprehensive income (loss) items that after
|
|
|
|
|
initial
recognition in comprehensive income (loss)
|
|
|
|
|
were or will be
transferred to profit or loss:
|
|
|
|
|
Foreign currency
translation differences for foreign operations
|
562
|
(199)
|
(482)
|
660
|
Effective portion of
change in fair value of cash flow hedges
|
(1,929)
|
14,112
|
2,210
|
(2,264)
|
Net change in fair
value of cash flow hedges transferred to profit or
loss
|
(1,004)
|
103
|
555
|
(1,178)
|
Total other
comprehensive income (loss)
|
(2,371)
|
14,016
|
2,283
|
(2,782)
|
|
|
|
|
|
Total other
comprehensive income (loss) attributable to:
|
|
|
|
|
Owners of the
Company
|
(1,112)
|
6,901
|
881
|
(1,305)
|
Non-controlling
interests
|
(1,259)
|
7,115
|
1,402
|
(1,477)
|
Total other
comprehensive income (loss) for the period
|
(2,371)
|
14,016
|
2,283
|
(2,782)
|
Total
comprehensive income (loss) for the
period
|
(5,037)
|
12,151
|
(3,885)
|
(5,912)
|
|
|
|
|
|
Total
comprehensive income (loss) attributable to:
|
|
|
|
|
Owners of the
Company
|
(3,181)
|
5,484
|
(3,746)
|
(3,733)
|
Non-controlling
interests
|
(1,856)
|
6,667
|
(139)
|
(2,179)
|
Total
comprehensive income (loss) for the
period
|
(5,037)
|
12,151
|
(3,885)
|
(5,912)
|
|
|
|
|
|
Basic net loss per
share
|
(0.16)
|
(0.12)
|
(0.38)
|
(0.19)
|
Diluted net loss
per share
|
(0.16)
|
(0.12)
|
(0.38)
|
(0.19)
|
|
* Except
per share data
|
**
Convenience translation into US$ (exchange rate as at March 31,
2021: euro 1 = US$ 1.174)
|
Ellomay Capital Ltd.
and its Subsidiaries
|
Condensed
Consolidated Interim Statements of Changes in Equity
|
|
|
|
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 three
month ended March 31, 2021 (unaudited):
|
|
|
|
|
|
|
|
|
|
|
Balance as at
January 1, 2021
|
25,102
|
82,401
|
8,191
|
(1,736)
|
3,823
|
341
|
6,106
|
124,228
|
798
|
125,026
|
Loss for the
period
|
-
|
-
|
(2,069)
|
-
|
-
|
-
|
-
|
(2,069)
|
(597)
|
(2,666)
|
Other
comprehensive income (loss) for the period
|
-
|
-
|
-
|
-
|
558
|
(1,670)
|
-
|
(1,112)
|
(1,259)
|
(2,371)
|
Total
comprehensive income (loss) for the period
|
-
|
-
|
(2,069)
|
-
|
558
|
(1,670)
|
-
|
(3,181)
|
(1,856)
|
(5,037)
|
Transactions with
owners of the Company, recognized directly in
equity:
|
|
|
|
|
|
|
|
|
|
|
Buy of shares in subsidiaries from non-controlling
interests
|
-
|
-
|
-
|
-
|
-
|
-
|
(961)
|
(961)
|
961
|
-
|
Warrants exercise
|
454
|
3,348
|
-
|
-
|
-
|
-
|
-
|
3,802
|
-
|
3,802
|
Options exercise
|
22
|
-
|
-
|
-
|
-
|
-
|
-
|
22
|
-
|
22
|
Share-based payments
|
-
|
7
|
-
|
-
|
-
|
-
|
-
|
7
|
-
|
7
|
Balance as
at
|
|
|
|
|
|
|
|
|
|
|
March 31,
2021
|
25,578
|
85,756
|
6,122
|
(1,736)
|
4,381
|
(1,329)
|
5,145
|
123,917
|
(97)
|
123,820
|
|
|
|
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 three
month ended March 31, 2020 (unaudited):
|
|
|
|
|
|
|
|
|
|
|
Balance as at
January 1, 2020
|
21,998
|
64,160
|
12,818
|
(1,736)
|
4,356
|
(1,073)
|
6,106
|
106,629
|
937
|
107,566
|
Loss for the
period
|
-
|
-
|
(1,417)
|
-
|
-
|
-
|
-
|
(1,417)
|
(448)
|
(1,865)
|
Other
comprehensive income (loss) for the period
|
-
|
-
|
-
|
-
|
(223)
|
7,124
|
-
|
6,901
|
7,115
|
14,016
|
Total
comprehensive income (loss) for the period
|
-
|
-
|
(1,417)
|
-
|
(223)
|
7,124
|
-
|
5,484
|
6,667
|
12,151
|
Transactions with
owners of the Company, recognized directly in
equity:
|
|
|
|
|
|
|
|
|
|
|
Issuance of ordinary shares
|
1,935
|
11,253
|
-
|
-
|
-
|
-
|
-
|
13,188
|
-
|
13,188
|
Share-based payments
|
-
|
14
|
-
|
-
|
-
|
-
|
-
|
14
|
-
|
14
|
Balance as
at
|
|
|
|
|
|
|
|
|
|
|
March 31,
2020
|
23,933
|
75,427
|
11,401
|
(1,736)
|
4,133
|
6,051
|
6,106
|
125,315
|
7,604
|
132,919
|
Ellomay Capital Ltd.
and its Subsidiaries
|
Condensed
Consolidated Interim Statements of Changes in Equity
(cont'd)
|
|
|
|
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
|
Loss for
the year
|
-
|
-
|
(4,627)
|
-
|
-
|
-
|
-
|
(4,627)
|
(1,541)
|
(6,168)
|
Other
comprehensive income (loss) for the year
|
-
|
-
|
-
|
-
|
(533)
|
1,414
|
-
|
881
|
1,402
|
2,283
|
Total
comprehensive income (loss) for the year
|
-
|
-
|
(4,627)
|
-
|
(533)
|
1,414
|
-
|
(3,746)
|
(139)
|
(3,885)
|
Transactions with
owners of the Company, recognized directly in
equity:
|
|
|
|
|
|
|
|
|
|
|
Issuance of
ordinary shares
|
3,084
|
18,191
|
-
|
-
|
-
|
-
|
-
|
21,275
|
-
|
21,275
|
Options
exercise
|
20
|
-
|
-
|
-
|
-
|
-
|
-
|
20
|
-
|
20
|
Share-based
payments
|
-
|
50
|
-
|
-
|
-
|
-
|
-
|
50
|
-
|
50
|
Balance as
at
|
|
|
|
|
|
|
|
|
|
|
December 31,
2020
|
25,102
|
82,401
|
8,191
|
(1,736)
|
3,823
|
341
|
6,106
|
124,228
|
798
|
125,026
|
Ellomay Capital Ltd.
and its Subsidiaries
|
Condensed
Consolidated Interim Statements of Changes in Equity
(cont'd)
|
|
|
|
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 March
31, 2021: euro 1 =
US$ 1.174)
|
For the three month ended March 31, 2021
(unaudited):
|
|
|
|
|
|
|
|
|
|
|
Balance as at January 1, 2021
|
29,459
|
96,704
|
9,613
|
(2,037)
|
4,487
|
400
|
7,166
|
145,792
|
937
|
146,729
|
Loss for the period
|
-
|
-
|
(2,428)
|
-
|
-
|
-
|
-
|
(2,428)
|
(702)
|
(3,130)
|
Other comprehensive income (loss) for the
period
|
-
|
-
|
-
|
-
|
655
|
(1,960)
|
-
|
(1,305)
|
(1,477)
|
(2,782)
|
Total comprehensive income (loss) for the
period
|
-
|
-
|
(2,428)
|
-
|
655
|
(1,960)
|
-
|
(3,733)
|
(2,179)
|
(5,912)
|
Transactions with owners of the Company,
recognized directly in equity:
|
|
|
|
|
|
|
|
|
|
|
Buy of shares in subsidiaries from non-controlling
interests
|
-
|
-
|
-
|
-
|
-
|
-
|
(1,128)
|
(1,128)
|
1,128
|
-
|
Warrants exercise
|
533
|
3,929
|
-
|
-
|
-
|
-
|
-
|
4,462
|
-
|
4,462
|
Options exercise
|
26
|
-
|
-
|
-
|
-
|
-
|
-
|
26
|
-
|
26
|
Share-based payments
|
-
|
8
|
-
|
-
|
-
|
-
|
-
|
8
|
-
|
8
|
Balance as at
|
|
|
|
|
|
|
|
|
|
|
March 31, 2021
|
30,018
|
100,641
|
7,185
|
(2,037)
|
5,142
|
(1,560)
|
6,038
|
145,427
|
(114)
|
145,313
|
Ellomay Capital Ltd.
and its Subsidiaries
|
Condensed
Consolidated Interim Statements of Cash Flows
|
|
For the three months
ended March 31,
|
For the year ended
December 31,
|
For the three months
ended March 31,
|
|
2021
|
2020
|
2020
|
2021
|
|
Unaudited
|
Audited
|
Unaudited
|
|
€ in
thousands
|
Convenience
Translation into US$*
n thousands
|
Cash flows from
operating activities
|
|
|
|
|
Loss for the
period
|
(2,666)
|
(1,865)
|
(6,168)
|
(3,130)
|
Adjustments
for:
|
|
|
|
|
Financing expenses,
net
|
2,766
|
413
|
3,634
|
3,247
|
Profit from
settlement of derivatives contract
|
(407)
|
-
|
-
|
(478)
|
Depreciation and
amortization
|
3,051
|
726
|
2,975
|
3,581
|
Share-based payment
transactions
|
7
|
14
|
50
|
8
|
Share of profits of
equity accounted investees
|
(617)
|
(1,331)
|
(1,525)
|
(724)
|
Payment of interest
on loan from an equity accounted investee
|
-
|
582
|
582
|
-
|
Change in trade
receivables and other receivables
|
(1,182)
|
588
|
(3,868)
|
(1,387)
|
Change in other
assets
|
30
|
(215)
|
179
|
35
|
Change in receivables
from concessions project
|
221
|
201
|
1,426
|
259
|
Change in trade
payables
|
(382)
|
315
|
190
|
(448)
|
Change in other
payables
|
1,596
|
(274)
|
(1,226)
|
1,873
|
Income tax expense
(tax benefit)
|
(319)
|
104
|
(125)
|
(374)
|
Income taxes
paid
|
-
|
-
|
(119)
|
-
|
Interest
received
|
427
|
441
|
2,075
|
501
|
Interest
paid
|
(1,206)
|
(168)
|
(3,906)
|
(1,415)
|
|
3,985
|
1,396
|
342
|
4,678
|
Net cash from (used
in) operating activities
|
1,319
|
(469)
|
(5,826)
|
1,548
|
Cash flows from
investing activities
|
|
|
|
|
Acquisition of fixed
assets
|
(25,653)
|
(41,414)
|
(128,420)
|
(30,106)
|
Acquisition of
subsidiary, net of cash acquired
|
-
|
-
|
(7,464)
|
-
|
Compensation as per
agreement with Erez Electricity Ltd.
|
-
|
-
|
1,418
|
-
|
Repayment of loan
from an equity accounted investee
|
-
|
1,923
|
1,978
|
-
|
Loan to an equity
accounted investee
|
(113)
|
-
|
(181)
|
(133)
|
Advances on account
of investments
|
-
|
-
|
(1,554)
|
-
|
Settlement of
derivatives
|
(252)
|
-
|
-
|
(296)
|
Proceed from
restricted cash, net
|
454
|
22,585
|
23,092
|
533
|
Proceed from
(investment) in short term deposit
|
8,533
|
-
|
(1,323)
|
10,014
|
Proceeds from
marketable securities
|
1,785
|
-
|
1,800
|
2,095
|
Acquisition of
marketable securities
|
-
|
-
|
(1,481)
|
-
|
Net cash used in
investing activities
|
(15,246)
|
(16,906)
|
(112,135)
|
(17,893)
|
Cash flows from
financing activities
|
|
|
|
|
Issuance of
warrants
|
-
|
320
|
2,544
|
-
|
Acquisition of shares
in subsidiaries from non-controlling interests
|
1,400
|
-
|
-
|
1,643
|
Proceeds from
options
|
22
|
-
|
20
|
26
|
Cost associated with
long term loans
|
(197)
|
-
|
(734)
|
(231)
|
Proceeds from long
term loans
|
27,061
|
40,923
|
111,357
|
31,758
|
Repayment of
long-term loans
|
(457)
|
(810)
|
(3,959)
|
(536)
|
Repayment of
Debentures
|
(21,877)
|
(22,162)
|
(26,923)
|
(25,674)
|
Exercise of
warrants
|
3,675
|
13,188
|
21,275
|
4,313
|
Proceeds from issue
of convertible debentures, net
|
15,571
|
-
|
-
|
18,274
|
Proceeds from
issuance of Debentures, net
|
25,465
|
-
|
38,057
|
29,885
|
Net cash from
financing activities
|
50,663
|
31,459
|
141,637
|
59,458
|
|
|
|
|
|
Effect of exchange
rate fluctuations on cash and cash equivalents
|
1,439
|
(828)
|
(1,340)
|
1,688
|
Increase in cash and
cash equivalents
|
38,175
|
13,256
|
22,336
|
44,801
|
Cash and cash
equivalents at the beginning of the period
|
66,845
|
44,509
|
44,509
|
78,448
|
Cash and cash
equivalents at the end of the period
|
105,020
|
57,765
|
66,845
|
123,249
|
|
* Convenience
translation into US$ (exchange rate as at March 31, 2021: euro 1 =
US$ 1.174)
|
Ellomay Capital Ltd.
and its Subsidiaries
|
Operating
Segments
|
|
PV
|
|
|
|
Total
|
|
|
|
|
reportable
|
|
Total
|
|
Italy
|
Spain
|
Israel[1]
|
Talasol
|
Biogas
|
Dorad
|
Manara
|
segments
|
Reconciliations
|
consolidated
|
|
For the three
months ended March 31, 2021
|
|
€ in
thousands
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
-
|
784
|
832
|
3,089[2]
|
3,098
|
12,227
|
-
|
20,030
|
(12,830)
|
7,200
|
Operating
expenses
|
-
|
(132)
|
(81)
|
(611)
|
(2,393)
|
(9,279)
|
-
|
(12,496)
|
9,279
|
(3,217)
|
Depreciation and
amortization expenses
|
-
|
(237)
|
(574)
|
(1,915)
|
(771)
|
(1,212)
|
-
|
(4,709)
|
1,658
|
(3,051)
|
Gross profit (loss)
|
-
|
415
|
177
|
563
|
(66)
|
1,736
|
-
|
2,825
|
(1,893)
|
932
|
Project development
costs
|
|
|
|
|
|
|
|
|
|
(505)
|
General
and
|
|
|
|
|
|
|
|
|
|
|
administrative
expenses
|
|
|
|
|
|
|
|
|
|
(1,263)
|
Share of profits
(loss) of
|
|
|
|
|
|
|
|
|
|
|
equity
accounted investee
|
|
|
|
|
|
|
|
|
|
617
|
Operating loss
|
|
|
|
|
|
|
|
|
|
(219)
|
Financing
income
|
|
|
|
|
|
|
|
|
|
912
|
Financing
income
|
|
|
|
|
|
|
|
|
|
|
(expenses) in
connection
|
|
|
|
|
|
|
|
|
|
|
with
derivatives, net
|
|
|
|
|
|
|
|
|
|
(124)
|
Financing expenses,
net
|
|
|
|
|
|
|
|
|
|
(3,554)
|
Loss before taxes
|
|
|
|
|
|
|
|
|
|
|
on Income
|
|
|
|
|
|
|
|
|
|
(2,985)
|
Segment assets as at
|
|
|
|
|
|
|
|
|
|
|
March 31, 2021
|
588
|
18,244
|
35,543
|
237,886
|
36,282
|
113,366
|
42,859
|
484,768
|
6,879
|
491,647
|
|
|
|
|
|
|
|
|
|
|
|
|
___________
[1] The Talmei Yosef PV Plant located in Israel is presented under the fixed asset
model and not under the financial asset model as per IFRIC 12.
[2] Not including an amount of approximately €1 million of
proceeds from the sale of electricity prior to January 27, 2021 (the date in which the Talasol
PV Plant achieved PAC).
Ellomay Capital Ltd.
and its Subsidiaries
|
Reconciliation of
Loss to EBITDA
|
|
For the three months ended
March 31,
|
For the year
ended December
31,
|
For the three
months ended
March 31,
|
|
2021
|
2020
|
2020
|
2021
|
|
Unaudited
|
|
€ in
thousands
|
Convenience
Translation into
US$* in
thousands
|
Net loss for the
period
|
(2,666)
|
(1,865)
|
(6,168)
|
(3,130)
|
Financing expenses,
net
|
2,766
|
413
|
3,634
|
3,247
|
Tax benefit (Taxes on
income)
|
(319)
|
104
|
(125)
|
(374)
|
Depreciation
|
3,051
|
726
|
2,975
|
3,581
|
EBITDA
|
2,832
|
(622)
|
316
|
3,324
|
* Convenience
translation into US$ (exchange rate as at March 31, 2021: euro 1 =
US$ 1.174)
|
Reconciliation of
Segment Gross Profit to Segment Adjusted FFO
|
|
|
Talasol PV Plant
|
Israel – PV(1)
|
|
For the three
months ended March
31, 2021
|
|
Unaudited
|
|
€ in
thousands
|
Gross
profit
|
563
|
177
|
General and
administrative expenses
|
(138)
|
(47)
|
Operating
profit
|
425
|
130
|
Adjustment
|
845(2)
|
-
|
Adjusted operating
profit
|
1,270
|
-
|
Depreciation and
amortization
|
1,915
|
574
|
Interest on
loans
|
(1,425)
|
(209)
|
Adjusted
FFO
|
1,760
|
495
|
|
|
|
(1)
Based on the segment results set forth above, which are adjusted to
present the results of the Talmei Yosef
PV Plant based on the fixed asset model and not as a financial
asset under IFRIC 12.
|
(2)
Results of the Talasol PV Plant for the period until January 27,
2021.
|
Reconciliation of
Segment Gross Profit (Loss) to Segment FFO
|
|
|
|
|
Spain – PV
|
Netherlands –
Biogas
|
|
For the three months ended March
31,
|
|
2021
|
|
Unaudited
|
|
€ in
thousands
|
Gross profit
(loss)
|
509
|
(66)
|
General and
administrative expenses
|
(23)
|
(27)
|
Operating profit
(loss)
|
486
|
(93)
|
Depreciation and
amortization
|
237
|
771
|
Interest on
loans
|
(69)
|
(109)
|
FFO
|
654
|
569
|
Information for the Company's Debenture Holders
Pursuant to the Deeds of Trust governing the Company's Series C
and Series D Debentures (together, the "Debentures"), the
Company is required to maintain certain financial covenants. For
more information, see Item 5.B of the Company's Annual Report on
Form 20-F submitted to the Securities and Exchange Commission on
March 31, 2021 and below.
Net Financial Debt
As of March 31, 2021, the Company
did not have a Net Financial Debt, as the calculation of Net
Financial Debt (as such term is defined in the Deeds of Trust of
the Company's Debentures), resulted in a negative amount (i.e., an
excess of assets over liabilities) of approximately €(1.2)
(consisting of approximately €242.8[1] million of short-term
and long-term debt from banks and other interest bearing financial
obligations, approximately €103.8[2] million in connection
with the Series C Debentures issuances (in July 2019, October 2020 and February 2021) and Series D Debentures issuance
(in February 2021), net of
approximately €105 million of cash and cash equivalents, short-term
deposits and marketable securities and net of approximately
€242.8[3] million of project finance and related hedging
transactions of the Company's subsidiaries).
___________
[1] Short-term and long-term debt from banks and other interest
bearing financial obligations amount provided above, includes an
amount of approximately €12.3 million costs associated with such
debt, which was capitalized and therefore offset from the debt
amount that is recorded in the Company's balance sheet.
[2] Debentures amount provided above, includes an amount of
approximately €2.5 million associated costs, which was capitalized
and therefore offset from the debentures amount that is recorded in
the Company's balance sheet.
[3] The project finance amount deducted from the calculation of
Net Financial Debt includes project finance obtained from various
sources, including financing entities and the minority shareholders
in project companies held by the Company (provided in the form of
shareholders' loans to the project companies).
Information for the Company's Series C Debenture
Holders.
The Deed of Trust governing the Company's Series C Debentures
includes an undertaking by the Company to maintain certain
financial covenants, whereby a breach of such financial covenants
for two consecutive quarters is a cause for immediate repayment. As
of March 31, 2021, the Company was in
compliance with the financial covenants set forth in the Series C
Deed of Trust as follows: (i) the Company's shareholders' equity
was approximately €123.8 million and (ii) the Company did not have
a Net Financial Debt. In the event the Company does not have a Net
Financial Debt the calculation of the two covenants that are based
on Net Financial Debt (i.e., the ratio of the Company's Net
Financial Debt to the Company's CAP, Net (defined as the Company's
consolidated shareholders' equity plus the Net Financial Debt) and
the ratio of the Company's Net Financial Debt to the Company's
Adjusted EBITDA[1]), becomes irrelevant and the Company is
therefore in compliance with such covenants.
The following is a reconciliation between the Company's loss and
the Adjusted EBITDA (as defined in the Series C Deed of Trust) for
the four-quarter period ended March
31, 2021[2]:
|
For the four
quarter period ended
March 31, 2021
|
|
Unaudited
|
|
€ in
thousands
|
Loss for the
period
|
(6,969)
|
Financing expenses,
net
|
5,987
|
Taxes on
income
|
(548)
|
Depreciation
|
5,300
|
Adjustment to
revenues of the Talmei Yosef PV Plant due to calculation
based on the fixed asset model
|
3,013
|
Share-based
payments
|
43
|
Adjusted EBITDA as
defined the Series C Deed of Trust
|
6,826
|
___________
[1] The term "Adjusted EBITDA" is defined in the Series C Deed
of Trust as earnings before financial expenses, net, taxes,
depreciation and amortization, where the revenues from the
Company's operations, such as the Talmei Yosef PV Plant, are
calculated based on the fixed asset model and not based on the
financial asset model (IFRIC 12), and before share-based payments.
The Series C Deed of Trust provides that for purposes of the
financial covenant, the Adjusted EBITDA will be calculated based on
the four preceding quarters, in the aggregate. The Adjusted EBITDA
is presented in this press release as part of the Company's
undertakings towards the holders of its Series C Debentures. For a
general discussion of the use of non-IFRS measures, such as EBITDA
and Adjusted EBITDA see above under "Use of NON-IFRS Financial
Measures."
[2] As noted above, the Company is in compliance with the
covenant with respect to the ratio of Net Financial Debt to
Adjusted EBITDA as the Company does not have a Net Financial Debt
as of the end of the period. Therefore, the Adjusted EBITDA
calculation above is provided for convenience and consistency
purposes only.
Information for the Company's Series D Debenture
Holders
The Deed of Trust governing the Company's Series D Debentures
includes an undertaking by the Company to maintain certain
financial covenants, whereby a breach of such financial covenants
for the periods set forth in the Series D Deed of Trust is a cause
for immediate repayment. As of March 31,
2021, the Company was in compliance with the financial
covenants set forth in the Series D Deed of Trust as follows: (i)
the Company's Adjusted Shareholders' Equity (as defined in the
Series D Deed of Trust) was approximately €118.3 million and (ii)
the Company did not have a Net Financial Debt. The Series D Deed of
Trust provides that in the event the result of calculation of the
Company's Net Financial Debt is a negative amount, the Company is
and will be considered to have met the financial covenants that are
based on the Net Financial Debt (i.e., the ratio of the Net
Financial Debt to the Company's CAP, Net and the ratio of the
Company's Net Financial Debt to the Company's Adjusted
EBITDA[8]).
The following is a reconciliation between the Company's loss and
the Adjusted EBITDA (as defined in the Series D Deed of Trust) for
the four-quarter period ended March
31, 2021[9]:
|
For the four
quarter period ended
March 31, 2021
|
|
Unaudited
|
|
€ in
thousands
|
Loss for the
period
|
(6,969)
|
Financing expenses,
net
|
5,987
|
Taxes on
income
|
(548)
|
Depreciation
|
5,300
|
Adjustment to
revenues of the Talmei Yosef PV Plant due to
calculation based on the fixed asset model
|
3,013
|
Share-based
payments
|
43
|
Adjustment to data
relating to projects with a Commercial Operation
Date during the four preceding quarters[10]
|
12,366
|
Adjusted EBITDA as
defined the Series D Deed of Trust
|
19,192
|
___________
[1] The term "Adjusted EBITDA" is defined in the Series D Deed
of Trust as earnings before financial expenses, net, taxes,
depreciation and amortization, where the revenues from the
Company's operations, such as the Talmei Yosef PV Plant, are
calculated based on the fixed asset model and not based on the
financial asset model (IFRIC 12), and before share-based payments,
when the data of assets or projects whose Commercial Operation Date
(as such term is defined in the Series D Deed of Trust) occurred in
the four quarters that preceded the relevant date will be
calculated based on Annual Gross Up (as such term is defined in the
Series D Deed of Trust). The Series D Deed of Trust provides that
for purposes of the financial covenant, the Adjusted EBITDA will be
calculated based on the four preceding quarters, in the aggregate.
The Adjusted EBITDA is presented in this press release as part of
the Company's undertakings towards the holders of its Series D
Debentures. For a general discussion of the use of non-IFRS
measures, such as EBITDA and Adjusted EBITDA see above under "Use
of NON-IFRS Financial Measures."
[2] As noted above, the Company is in compliance with the
covenant with respect to the ratio of Net Financial Debt to
Adjusted EBITDA as the Company does not have a Net Financial Debt
as of the end of the period. Therefore, the Adjusted EBITDA
calculation above is provided for convenience and consistency
purposes only.
[3] The adjustment is based on the results of the Talasol
Project since January 27, 2021 and of
the biogas plant in Gelderland since January
1, 2021. The results of the biogas plant in Gelderland were
not included in the profit and loss statement of the Company for
the year ended December 31, 2020.
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SOURCE Ellomay Capital Ltd