/C O R R E C T I O N — Ellomay Capital Ltd/

<br /> /C O R R E C T I O N — Ellomay Capital Ltd/<br />

PR Newswire

In the news release, Ellomay Capital Reports Results for the Fourth Quarter and Full Year of 2020, issued

31-Mar-2021

by Ellomay Capital Ltd over PR Newswire, we are advised by the company that there were a few errors in their tables as originally issued inadvertently. The complete, corrected release follows:

Ellomay Capital Reports Results for the Fourth Quarter and Full Year of 2020


TEL AVIV, Israel

,

April 1, 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

,

20

20.


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:

[email protected]

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



372,137


227,050



456,531



Total assets



460,172


310,172



564,530



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 bank 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 expenses



(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 (loss)



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 (loss) 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 earnings (loss) per share



(0.01)


1.19



(0.38)


1.09



(0.01)



(0.47)



Diluted  earnings (loss) 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










Net cash used in investing activities



(32,551)


(6,306)



(112,135)


(68,862)



(39,934)



(137,564)



Cash flows from financing activities


Issuance of warrants



2,224







2,544







2,728



3,121


Repayment of long-term loans and finance lease obligations



(1,193)


212



(3,959)


(5,844)



(1,464)



(4,857)


Repayment of Debentures






(5,304)



(26,923)


(9,836)







(33,029)


Cost associated with long term loans



(734)


(12,218)



(734)


(12,218)



(900)



(900)


Proceeds from options









20


19







25


Sale of shares in subsidiaries to non-controlling interests












13,936










Acquisition of shares in subsidiaries from non-controlling


interests












(2,961)










Issuance of ordinary shares









21,275


7,807







26,100


Proceeds from long term loans, net



9,520


212



111,357


59,298



11,679



136,611


Proceeds from issuance of Debentures, net



38,057





38,057


22,317



46,688



46,688



Net cash from (used in) financing activities



47,874


(18,744)



141,637


72,518



58,731



173,759


Effect of exchange rate fluctuations on cash and cash equivalents



1,084


(637)



(1,340)


259



1,330



(1,646)


Increase (decrease) in cash and cash equivalents



12,856


(26,299)



22,336


7,627



15,771



27,401


Cash and cash equivalents at the beginning of the period



53,989


70,808



44,509


36,882



66,233



54,603



Cash and cash equivalents at the end of the period



66,845


44,509



66,845


44,509



82,004



82,004


* 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 1.6.


______________________________________________


(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

.

Cision
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SOURCE Ellomay Capital Ltd