TEL AVIV, Israel, Sept. 24, 2020 /PRNewswire/ -- Ellomay Capital Ltd. (NYSE American: ELLO) (TASE: ELLO) ("Ellomay" or the "Company"), a renewable energy and power generator and developer of renewable energy and power projects in Europe and Israel, today reported its unaudited financial results for the three and six month periods ended June 30, 2020.
Financial Highlights
Second Quarter 2020 CEO Review
Ran Fridrich, CEO and a board member of the Company, provided the following CEO review:
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:
Ellomay Capital is controlled by Mr. Shlomo Nehama, Mr. Hemi Raphael and Mr. Ran Fridrich. Mr. Nehama is one of Israel's prominent businessmen and the former Chairman of Israel's leading bank, Bank Hapohalim, and Messrs. Raphael and Fridrich both have vast experience in financial and industrial businesses. These controlling shareholders, along with Ellomay's dedicated professional management, accumulated extensive experience in recognizing suitable business opportunities worldwide. Ellomay believes the expertise of Ellomay's controlling shareholders and management enables the Company to access the capital markets, as well as assemble global institutional investors and other potential partners. As a result, we believe Ellomay is capable of considering significant and complex transactions, beyond its immediate financial resources.
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.
Ellomay Capital Ltd. and its Subsidiaries | ||||
Condensed Consolidated Statements of Financial Position | ||||
June 30, | December 31, | June 30, | ||
2020 | 2019 | 2020 | ||
(Unaudited) | (Audited) | (Unaudited) | ||
Convenience Translation | ||||
? in thousands | into US$ in thousands* | |||
Assets | ||||
Current assets | ||||
Cash and cash equivalents | 51,232 | 44,509 | 57,393 | |
Marketable securities | 2,226 | 2,242 | 2,494 | |
Short term deposits | 6,439 | 6,446 | 7,213 | |
Restricted cash | - | 22,162 | - | |
Receivable from concession project | 1,486 | 1,463 | 1,665 | |
Financial assets | - | 1,418 | - | |
Trade and other receivables | 4,790 | 4,882 | 5,366 | |
66,173 | 83,122 | 74,131 | ||
Non-current assets | ||||
Investment in equity accounted investee | 32,165 | 33,561 | 36,033 | |
Advances on account of investments | 882 | 883 | 988 | |
Receivable from concession project | 26,173 | 27,122 | 29,320 | |
Fixed assets | 194,521 | 114,389 | 217,913 | |
Right-of-use asset | 15,291 | 15,401 | 17,130 | |
Intangible asset | 4,857 | 5,042 | 5,441 | |
Restricted cash and deposits | 10,275 | 10,956 | 11,511 | |
Deferred tax | 5,777 | 2,285 | 6,472 | |
Long term receivables | 5,305 | 12,249 | 5,943 | |
Derivatives | 209 | 5,162 | 234 | |
295,455 | 227,050 | 330,985 | ||
Total assets | 361,628 | 310,172 | 405,116 | |
Liabilities and Equity | ||||
Current liabilities | ||||
Current maturities of long term bank loans** | 4,603 | 4,138 | 5,157 | |
Current maturities of long term loans** | 2,472 | - | 2,769 | |
Debentures | 4,592 | 26,773 | 5,144 | |
Trade payables | 1,730 | 1,765 | 1,940 | |
Other payables | 5,425 | 5,010 | 6,077 | |
18,822 | 37,686 | 21,087 | ||
Non-current liabilities | ||||
Lease liability | 15,487 | 15,402 | 17,349 | |
Liabilities to banks ** | 110,906 | **40,805 | 124,243 | |
Other long-term loans ** | 46,711 | **48,377 | 52,328 | |
Debentures | 40,087 | 44,811 | 44,908 | |
Deferred tax | 6,854 | 6,467 | 7,678 | |
Other long-term liabilities | 1,289 | 1,795 | 1,444 | |
Derivatives | 14,152 | 7,263 | 15,854 | |
235,486 | 164,920 | 263,804 | ||
Total liabilities | 254,308 | 202,606 | 284,891 | |
Equity | ||||
Share capital | 23,933 | 21,998 | 26,811 | |
Share premium | 75,433 | 64,160 | 84,504 | |
Treasury shares | (1,736) | (1,736) | (1,945) | |
Transaction reserve with non-controlling Interests | 6,106 | 6,106 | 6,840 | |
Reserves | (1,454) | 3,283 | (1,629) | |
Retained earnings | 9,346 | 12,818 | 10,470 | |
Total equity attributed to shareholders of the Company | 111,628 | 106,629 | 125,051 | |
Non-Controlling Interest | (4,308) | 937 | (4,826) | |
Total equity | 107,320 | 107,566 | 120,225 | |
Total liabilities and equity | 361,628 | 310,172 | 405,116 | |
* Convenience translation into US$ (exchange rate as at June 30, 2020: EUR 1 = US$ 1.120) | ||||
**Reclassified |
Ellomay Capital Ltd. and its Subsidiaries Condensed Consolidated Statements of Comprehensive Income (in thousands, except per share data) For the three months For the six months For the year ended For the six months 2020 2019 2020 2019 2019 2020 Unaudited Unaudited Audited Unaudited Convenience ? in thousands ? in thousands ? in thousands Revenues 2,271 5,570 4,214 10,303 18,988 4,721 Operating expenses (1,085) (1,791) (2,146) (3,455) (6,638) (2,404) Depreciation and amortization expenses (721) (1,465) (1,447) (3,043) (6,416) (1,621) Gross profit 465 2,314 621 3,805 5,934 696 Project development costs (584) (1,840) (2,338) (2,714) (4,213) (2,619) General and administrative expenses (1,123) (982) (2,204) (1,879) (3,827) (2,469) Share of profits of equity accounted investee (481) (1,133) 850 31 3,086 952 Other income (expenses), net - - - - (2,100) - Capital gain - - - - 18,770 - Operating profit (loss) (1,723) (1,641) (3,071) (757) 17,650 (3,440) Financing income 378 480 886 870 1,827 993 Financing income in connection with derivatives and warrants, net 145 29 1,099 460 897 1,231 Financing expenses (1,220) (1,972) (3,095) (4,457) (10,877) (3,467) Financing expenses, net (697) (1,463) (1,110) (3,127) (8,153) (1,243) Profit (loss) before taxes on income (2,420) (3,104) (4,181) (3,884) 9,497 (4,683) Tax benefit (Taxes on income) 16 (325) (88) (514) 287 (99) Profit (loss) for the period (2,404) (3,429) (4,269) (4,398) 9,784 (4,782) Profit (loss) attributable to: Owners of the Company (2,055) (2,040) (3,472) (2,751) 12,060 (3,890) Non-controlling interests (349) (1,389) (797) (1,647) (2,276) (892) Profit (loss) for the period (2,404) (3,429) (4,269) (4,398) 9,784 (4,782) 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 113 (250) (86) 982 2,103 (97) Effective portion of change in fair value of cash flow hedges (23,401) (718) (9,289) (368) 1,076 (10,406) Net change in fair value of cash flow hedges transferred to profit or loss 87 (94) 190 (1,104) (1,922) 213 Total other comprehensive income (loss) (23,201) (1,062) (9,185) (490) 1,257 (10,290) Total other comprehensive income (loss) attributable to: Owners of the Company (11,638) (667) (4,737) (13) 2,114 (5,307) Non-controlling interests (11,563) (395) (4,448) (477) (857) (4,983) Total other comprehensive income (loss) (23,201) (1,062) (9,185) (490) 1,257 (10,290) Total comprehensive income (loss) for the period (25,605) (4,491) (13,454) (4,888) 11,041 (15,072) Total comprehensive income (loss) for the period Owners of the Company (13,693) (2,707) (8,209) (2,764) 14,174 (9,197) Non-controlling interests (11,912) (1,784) (5,245) (2,124) (3,133) (5,875) Total comprehensive income (loss) for the period (25,605) (4,491) (13,454) (4,888) 11,041 (15,072) Basic net earnings (loss) per share (0.17) (0.19) (0.29) (0.26) 1.09 (0.32) Diluted net earnings (loss) per share (0.17) (0.19) (0.29) (0.26) 1.09 (0.32) * Convenience translation into US$ (exchange rate as at June 30, 2020: EUR 1 = US$ 1.120)
ended June 30,
ended June 30
December 31,
ended June 30,
Translation
into US$*
attributable to:
Ellomay Capital Ltd. and its Subsidiaries | ||||||||||
Condensed Consolidated Unaudited 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 six months ended June 30, 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 | - | - | (3,472) | - | - | - | - | (3,472) | (797) | (4,269) |
Other comprehensive loss for the period | - | - | - | - | (98) | (4,639) | - | (4,737) | (4,448) | (9,185) |
Total comprehensive loss for the period | - | - | (3,472) | - | (98) | (4,639) | - | (8,209) | (5,245) | (13,454) |
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 | - | 20 | - | - | - | - | - | 20 | - | 20 |
Balance as at June 30, 2020 | 23,933 | 75,433 | 9,346 | (1,736) | 4,258 | (5,712) | 6,106 | 111,628 | (4,308) | 107,320 |
Ellomay Capital Ltd. and its Subsidiaries | ||||||||||
Condensed Consolidated Interim Statements of Changes in Equity (in thousands) (cont'd) | ||||||||||
Non- | ||||||||||
controlling | Total | |||||||||
Attributable to shareholders of the Company | Interests | Equity | ||||||||
Retained | Translation | Transaction | ||||||||
earnings | reserve from | reserve with | ||||||||
Share | Share | (accumulated | Treasury | foreign | Hedging | non-controlling | ||||
capital | Premium | deficit) | shares | operations | Reserve | Interests | Total | |||
? in thousands | ||||||||||
For the six months ended June 30, 2019 (unaudited): | ||||||||||
Balance as at January 1, 2019 | 19,980 | 58,344 | 758 | (1,736) | 1,396 | (227) | - | 78,515 | (1,558) | 76,957 |
Loss for the period | - | - | (2,751) | - | - | - | - | (2,751) | (1,647) | (4,398) |
Other comprehensive loss for the period | - | - | - | - | 1,459 | (1,472) | - | (13) | (477) | (490) |
Total comprehensive loss for the period | - | - | (2,751) | - | 1,459 | (1,472) | - | (2,764) | (2,124) | (4,888) |
Transactions with owners of the Company, recognized | ||||||||||
Sale of shares in subsidiaries to | ||||||||||
non-controlling interests | - | - | - | - | - | - | 5,614 | 5,614 | 4,899 | 10,513 |
Options exercise | 8 | 11 | - | - | - | - | - | 19 | - | 19 |
Share-based payments | - | 3 | - | - | - | - | - | 3 | - | 3 |
Balance as at June 30, 2019 | 19,988 | 58,358 | (1,993) | (1,736) | 2,855 | (1,699) | 5,614 | 81,387 | 1,217 | 82,604 |
Ellomay Capital Ltd. and its Subsidiaries | ||||||||||
Condensed Consolidated Interim Statements of Changes in Equity (in thousands) (cont'd) | ||||||||||
Non- | ||||||||||
controlling | Total | |||||||||
Attributable to shareholders of the Company | Interests | Equity | ||||||||
Translation | Transaction | |||||||||
Reserve from | reserve with | |||||||||
Share | Share | Retained | Treasury | foreign | Hedging | non-controlling | ||||
capital | premium | earnings | shares | operations | Reserve | Interests | Total | |||
? in thousands | ||||||||||
For the year ended December 31, 2019 (audited): | ||||||||||
Balance as at January 1, 2019 | 19,980 | 58,344 | 758 | (1,736) | 1,396 | (227) | - | 78,515 | (1,558) | 76,957 |
Profit (loss) for the year | - | - | 12,060 | - | - | - | - | 12,060 | (2,276) | 9,784 |
Other comprehensive loss for the year | - | - | - | - | 2,960 | (846) | - | 2,114 | (857) | 1,257 |
Total comprehensive loss for the year | - | - | 12,060 | - | 2,960 | (846) | - | 14,174 | (3,133) | 11,041 |
Transactions with owners of the Company, recognized | ||||||||||
Sale of shares in subsidiaries to non-controlling interests | ||||||||||
- | - | - | - | - | - | 5,439 | 5,439 | 5,374 | 10,813 | |
Purchase of shares in subsidiaries from non-controlling interests | ||||||||||
- | - | - | - | - | - | 667 | 667 | 254 | 921 | |
Issuance of ordinary shares | 2,010 | 5,797 | - | - | - | - | - | 7,807 | - | 7,807 |
Options exercise | 8 | 11 | - | - | - | - | - | 19 | - | 19 |
Share-based payments | - | 8 | - | - | - | - | - | 8 | - | 8 |
Balance as at December 31, 2019 | 21,998 | 64,160 | 12,818 | (1,736) | 4,356 | (1,073) | 6,106 | 106,629 | 937 | 107,566 |
Ellomay Capital Ltd. and its Subsidiaries | ||||||||||
Condensed Consolidated Unaudited 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 foreign |
Hedging Reserve | Interests non-controlling |
Total | |||
Convenience translation into US$* | ||||||||||
For the six months ended June 30, 2020 (unaudited): | ||||||||||
Balance as at January 1, 2020 | 24,643 | 71,876 | 14,360 | (1,945) | 4,880 | (1,202) | 6,840 | 119,452 | 1,049 | 120,501 |
Loss for the period | - | - | (3,890) | - | - | - | - | (3,890) | (892) | (4,782) |
Other comprehensive loss for the period | - | - | - | - | (110) | (5,197) | - | (5,307) | (4,983) | (10,290) |
Total comprehensive loss for the period | - | - | (3,890) | - | (110) | (5,197) | - | (9,197) | (5,875) | (15,072) |
Transactions with owners of the Company, recognized | ||||||||||
Issuance of ordinary shares | 2,168 | 12,606 | - | - | - | - | - | 14,774 | - | 14,774 |
Share-based payments | - | 22 | - | - | - | - | - | 22 | - | 22 |
Balance as at June 30, 2020 | 26,811 | 84,504 | 10,470 | (1,945) | 4,770 | (6,399) | 6,840 | 125,051 | (4,826) | 120,225 |
* Convenience translation into US$ (exchange rate as at June 30, 2020: EUR 1 = US$ 1.120) |
Ellomay Capital Ltd. and its Subsidiaries | ||||||
Condensed Consolidated Unaudited Interim Statements of Cash Flows | ||||||
For the three months | For the six months | For the year ended | For the six months | |||
2020 | 2019 | 2020 | 2019 | 2019 | 2020 | |
Unaudited | Unaudited | Audited | Unaudited | |||
? in thousands | Convenience Translation into US$* | |||||
Cash flows from operating activities | ||||||
Profit for the period | (2,404) | (3,429) | (4,269) | (4,398) | 9,784 | (4,782) |
Adjustments for: | ||||||
Financing expenses, net | 697 | 1,463 | 1,110 | 3,127 | 8,153 | 1,243 |
Capital gain | - | - | - | - | (18,770) | - |
Depreciation and amortization | 721 | 1,465 | 1,447 | 3,043 | 6,416 | 1,621 |
Share-based payment transactions | 6 | 2 | 20 | 3 | 8 | 22 |
Share of profits of equity accounted investees | 481 | 1,133 | (850) | (31) | (3,086) | (952) |
Payment of interest on loan from an equity accounted investee | - | 370 | 582 | 370 | 370 | 652 |
Change in trade receivables and other receivables | (461) | (48) | 127 | (1,744) | 403 | 142 |
Change in other assets | (19) | - | (234) | (708) | (1,950) | (262) |
Change in receivables from concessions project | 503 | 475 | 704 | 646 | 1,329 | 789 |
Change in accrued severance pay, net | - | 4 | - | 8 | 9 | - |
Change in trade payables | (350) | 556 | (35) | 1,065 | 461 | (39) |
Change in other payables | 642 | 638 | 368 | 1,054 | 5,336 | 412 |
Income tax expense (tax benefit) | (16) | 325 | 88 | 514 | (287) | 99 |
Income taxes paid | - | - | - | - | (100) | - |
Interest received | 428 | 420 | 869 | 835 | 1,719 | 974 |
Interest paid | (1,685) | (2,450) | (1,853) | (2,655) | (6,083) | (2,076) |
Net cash from (used in) operating activities | (1,457) | 924 | (1,926) | 1,129 | 3,712 | (2,157) |
Cash flows from investing activities | ||||||
Acquisition of fixed assets | (39,866) | (37,230) | (81,280) | (44,519) | (74,587) | (91,054) |
Acquisition of subsidiary, net of cash acquired | - | - | - | (1,000) | (1,000) | - |
Proceeds from sale of investments | - | - | - | - | 34,586 | - |
Compensation as per agreement with Erez Electricity Ltd. | 1,418 | - | 1,418 | - | - | 1,589 |
Repayment of loan by an equity accounted investee | - | - | 1,923 | - | - | 2,154 |
Proceeds from settlement of derivatives, net | - | - | - | 532 | 532 | - |
Proceeds (investment) in restricted cash, net | (5) | (5,306) | 22,580 | (5,219) | (26,003) | 25,295 |
Investment in short term deposit | - | - | - | - | (6,302) | - |
Repayment of loan to others | - | 3,500 | - | 3,500 | 3,912 | - |
Net cash used in investing activities | (38,453) | (39,036) | (55,359) | (46,706) | (68,862) | (62,016) |
Cash flows from financing activities | ||||||
Repayment of long-term loans | (1,994) | (3,652) | (2,804) | (4,158) | (5,844) | (3,141) |
Repayment of Debentures | (4,761) | (4,532) | (26,923) | (4,532) | (9,836) | (30,161) |
Cost associated with long term loans | - | - | - | - | (12,218) | - |
Proceeds from options | - | - | - | 19 | 19 | - |
Sale of shares in subsidiaries to non-controlling interests | - | 14,062 | - | 14,062 | 13,936 | - |
Acquisition of shares in subsidiaries from non-controlling interests | - | - | - | - | (2,961) | - |
Issue of warrants | - | 320 | - | - | 358 | |
Issuance of ordinary shares | - | - | 13,188 | - | 7,807 | 14,774 |
Proceeds from long term loans | 39,661 | 41,470 | 80,584 | 58,894 | 59,298 | 90,275 |
Proceeds from issuance of Debentures, net | - | - | - | - | 22,317 | - |
Net cash from financing activities | 32,906 | 47,348 | 64,365 | 64,285 | 72,518 | 72,105 |
Effect of exchange rate fluctuations on cash and cash equivalents | 471 | (54) | (357) | (55) | 259 | (400) |
Increase (decrease) in cash and cash equivalents | (6,533) | 9,182 | 6,723 | 18,653 | 7,627 | 7,532 |
Cash and cash equivalents at the beginning of the period | 57,765 | 46,353 | 44,509 | 36,882 | 36,882 | 49,861 |
Cash and cash equivalents at the end of the period | 51,232 | 55,535 | 51,232 | 55,535 | 44,509 | 57,393 |
* Convenience translation into US$ (exchange rate as at June 30, 2020: EUR 1 = US$ 1.120) |
Ellomay Capital Ltd. and its Subsidiaries | ||||||
Reconciliation of Profit (Loss) to EBITDA (in thousands) | ||||||
For the three months | For the six months | For the year | For the six months | |||
2020 | 2019 | 2020 | 2019 | 2019 | 2020 | |
Unaudited | ||||||
? in thousands | Convenience | |||||
Net profit (loss) for the period | (2,694) | (3,429) | (4,269) | (4,398) | 9,784 | (4,782) |
Financing expenses, net | 782 | 1,463 | 1,110 | 3,127 | 8,153 | 1,243 |
Taxes on income | (18) | 325 | 88 | 514 | (287) | 99 |
Depreciation | 808 | 1,465 | 1,447 | 3,043 | 6,416 | 1,621 |
EBITDA | (1,122) | (176) | (1,624) | 2,286 | 24,066 | (1,819) |
* Convenience translation into US$ (exchange rate as at June 30, 2020: EUR 1 = US$ 1.120) |
Information for the Company's Debenture Holders
Pursuant to the Deeds of Trust governing the Company's Series B and C Debentures (together, the "Debentures"), the Company is required to maintain certain financial covenants. For more information, see Item 5.B of the Company's Annual Report on Form 20-F submitted to the Securities and Exchange Commission on April 7, 2020.
Net Financial Debt
As of June 30, 2020, the Company did not have a Net Financial Debt, as the calculation of Net Financial Debt (as such term is defined in the Deeds of Trust of the Company's Debentures), resulted in a negative amount (i.e., an excess of assets over liabilities) of approximately ?(15.4) million (consisting of approximately ?174.2 million of short-term and long-term debt from banks and other interest bearing financial obligations and approximately ?44.7 million in connection with the Series B Debentures issuance (in March 2017) and the Series C Debentures issuance (in July 2019), net of approximately ?59.9 million of cash and cash equivalents, short-term deposits and marketable securities and net of approximately ?174.4* 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). The minority shareholders' loans were not included in the project finance amount in previous calculations due to an oversight, despite such loans' terms and characteristics as "financing of projects" as set forth in the definition of Net Financial Debt in the Deeds of Trust governing the Debentures. The Company updated its calculations of Net Financial Debt and of the financial covenants based on Net Financial Debt for the recent four quarters, amending the oversight, and provided them to the Trustee of the Debentures. Based on the updated calculations, the calculation of Net Financial Debt of the Company as of June 30, 2019, September 30, 2019, December 31, 2019 and March 31, 2020 resulted in the following: ?(6.3) million, ?(4.3) million, ?18.2 million and ?(17.3) million, respectively. The updated financing of projects amount for such periods is ?136.2 million, ?136.5 million, ?101 million and ?139.5 million, respectively. The change in calculation did not affect the Company's fulfillment of the financial covenants as of such dates. The change in calculation also did not affect the Company's fulfillment of the financial covenants as of June 30, 2020, as the Net Financial Debt excluding the minority shareholders' loans as of June 30, 2020 was ?33.7 million (based on a financing of projects amount of ?125.3 million).
Information for the Company's Series B Debenture Holders
The following is an internal pro forma consolidated statement of financial position of the Company as at June 30, 2020. This information is required under the Series B Deed of Trust in connection with the adoption of IFRS 16 "Leases" by the Company and provides the consolidated statement of financial position of the Company as of the date set forth below after elimination of the effects of adoption of IFRS 16. Based on the pro forma statement of financial position, the ratio of the Company's equity (which the Company calculated in line with the definition of Balance Sheet Equity in the Series B Deed of Trust) to balance sheet as at June 30, 2020 was 31.1%.
Unaudited Internal Pro Forma Statement of Financial Position | ||
June 30, | ||
2020 | ||
Unaudited | ||
Pro Forma ? in thousands | ||
Assets | ||
Current assets | ||
Cash and cash equivalents | 51,232 | |
Marketable securities | 2,226 | |
Short term deposits | 6,439 | |
Receivable from concession project | 1,486 | |
Trade and other receivables | 4,790 | |
66,173 | ||
Non-current assets | ||
Investment in equity accounted investee | 32,165 | |
Advances on account of investments | 882 | |
Receivable from concession project | 26,173 | |
Fixed assets | 194,521 | |
Intangible asset | 4,857 | |
Restricted cash and deposits | 10,275 | |
Deferred tax | 5,954 | |
Long term receivables | 5,305 | |
Long term receivables | 209 | |
Derivatives | 280,341 | |
Total assets | 346,514 | |
Liabilities and Equity | ||
Current liabilities | ||
Current maturities of long term loans | 7,075 | |
Debentures | 4,592 | |
Trade payables | 1,730 | |
Other payables | 5,185 | |
18,582 | ||
Non-current liabilities | ||
Long-term loans | 157,617 | |
Debentures | 40,087 | |
Deferred tax | 6,963 | |
Other long-term liabilities | 1,289 | |
Derivatives | 14,152 | |
220,108 | ||
Total liabilities | 238,690 | |
Equity | ||
Share capital | 23,933 | |
Share premium | 75,433 | |
Treasury shares | (1,736) | |
Transaction reserve with non-controlling Interests | 6,106 | |
Reserves | (1,454) | |
Accumulated deficit | 9,850 | |
Total equity attributed to shareholders of the Company | 112,132 | |
Non-Controlling Interest | (4,308) | |
Total equity | 107,824 | |
Total liabilities and equity | 346,514 |
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 June 30, 2020, the Company was in compliance with the financial covenants set forth in the Series C Deed of Trust as follows: (i) the Company's shareholders' equity was ?107.5 million and (ii) the Company did not have a Net Financial Debt. In the event the Company does not have a Net Financial Debt the calculation of the two covenants that are based on Net Financial Debt (i.e., the ratio of the Company's Net Financial Debt to the Company's CAP, Net (defined as the Company's consolidated shareholders' equity plus the Net Financial Debt) and the ratio of the Company's Net Financial Debt to the Company's Adjusted EBITDA(1)), becomes irrelevant and the Company is therefore in compliance with such covenants.
______________________________________________
(1) The term "Adjusted EBITDA" is defined in the Series C Deed of Trust as earnings before financial expenses, net, taxes, depreciation and amortization, where the revenues from the Company's operations, such as the Talmei Yosef project, are calculated based on the fixed asset model and not based on the financial asset model (IFRIC 12), and before share-based payments. The Series C Deed of Trust provides that for purposes of the financial covenant, the Adjusted EBITDA will be calculated based on the four preceding quarters, in the aggregate. The Adjusted EBITDA is presented in this press release as part of the Company's undertakings towards the holders of its Series C Debentures. For a general discussion of the use of non-IFRS measures, such as EBITDA and Adjusted EBITDA see above under "Use of NON-IFRS Financial Measures."
The following is a reconciliation between the Company's net profit and the Adjusted EBITDA for the four-quarter period ended June 30, 2020*:
For the four | |
Unaudited | |
? in thousands | |
Net profit for the period | 9,913 |
Financing expenses, net | 6,136 |
Taxes on income | (713) |
Depreciation | 4,820 |
Adjustment to revenues of the Talmei Yosef project due to calculation based on the | 2,889 |
Share-based payments | 25 |
Adjusted EBITDA as defined the Series C Deed of Trust | 23,070 |
___________________________________
* 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.
Contact:
Kalia Weintraub
CFO
Tel: +972 (3) 797-1111
Email: [email protected]
SOURCE Ellomay Capital Ltd
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