The following is a reconciliation between the Company's loss and the Adjusted EBITDA (as defined in the Series E Deed of Trust) for the four-quarter period ended June 30, 2024:
For the
four-quarter
period ended
June 30,
2024
-----------------
Unaudited
-----------------
EUR in thousands
-----------------
Loss for the period (7,285)
Financing expenses, net 7,656
Taxes on income (1,208)
Depreciation and amortization expenses 16,417
Share-based payments 120
Adjustment to revenues of the Talmei Yosef PV Plant
due to calculation based on the fixed asset model 1,871
Adjustment to data relating to projects with a
Commercial Operation Date during the four
preceding quarters(10) 1,081
----------------
Adjusted EBITDA as defined the Series E Deed of
Trust 18,652
In connection with the undertaking included in Section 3.17.2 of Annex 6 of the Series E Deed of Trust, no circumstances occurred during the reporting period under which the rights to loans provided to Ellomay Luzon Energy Infrastructures Ltd. (formerly U. Dori Energy Infrastructures Ltd. ("Ellomay Luzon Energy")), which were pledged to the holders of the Company's Series E Debentures, will become subordinate to the amounts owed by Ellomay Luzon Energy to Israel Discount Bank Ltd.
As of June 30, 2024, the value of the assets pledged to the holders of the Series E Debentures in the Company's books (unaudited) is approximately EUR33.5 million (approximately NIS 134.8 million based on the exchange rate as of such date).
(9) The term "Adjusted EBITDA" is defined in the Series E 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 E 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 E Deed of Trust). The Series E 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 E 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."
(10) The adjustment is based on the results of solar plants in Italy that were connected to the grid and commenced delivery of electricity to the grid during the six months ended June 30, 2024. As these solar plants have not reached PAC (Preliminary Acceptance Certificate) as of June 30, 2024, the Company recorded revenues and did not have direct expenses in connection with these solar plants. However, for the sake of caution, the Company included the expected fixed expenses in connection with these solar plants in the calculation of the adjustment.
Ellomay Capital Ltd. and its Subsidiaries
Information for the Company's Debenture Holders (cont'd)
Information for the Company's Series F Debenture Holders
The Deed of Trust governing the Company's Series F 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 F Deed of Trust is a cause for immediate repayment. As of June 30, 2024, the Company was in compliance with the financial covenants set forth in the Series F Deed of Trust as follows: (i) the Company's Adjusted Shareholders' Equity (as defined in the Series F Deed of Trust) was approximately EUR116.3 million, (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 Adjusted Shareholders' Equity plus the Net Financial Debt) was 46.5%, and (iii) the ratio of the Company's Net Financial Debt to the Company's Adjusted EBITDA(11) was 5.4.
The following is a reconciliation between the Company's loss and the Adjusted EBITDA (as defined in the Series F Deed of Trust) for the four-quarter period ended June 30, 2024:
For the
four-quarter
period ended
June 30,
2024
-----------------
Unaudited
-----------------
EUR in thousands
-----------------
Loss for the period (7,285)
Financing expenses, net 7,656
Taxes on income (1,208)
Depreciation and amortization expenses 16,417
Share-based payments 120
Adjustment to revenues of the Talmei Yosef PV Plant
due to calculation based on the fixed asset model 1,871
Adjustment to data relating to projects with a
Commercial Operation Date during the four
preceding quarters(12) 1,081
----------------
Adjusted EBITDA as defined the Series F Deed of
Trust 18,652
(11) The term "Adjusted EBITDA" is defined in the Series F 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 F 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 F Deed of Trust). The Series F 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 F 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."
(12) The adjustment is based on the results of solar plants in Italy that were connected to the grid and commenced delivery of electricity to the grid during the six months ended June 30, 2024. As these solar plants have not reached PAC (Preliminary Acceptance Certificate) as of June 30, 2024, the Company recorded revenues and did not have direct expenses in connection with these solar plants. However, for the sake of caution, the Company included the expected fixed expenses in connection with these solar plants in the calculation of the adjustment.
(END) Dow Jones Newswires
September 30, 2024 16:30 ET (20:30 GMT)
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