Tel-Aviv, Israel, March 31, 2022 – Ellomay Capital Ltd. (NYSE American; 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, 2021.
The Talasol Refinancing
In January 2022, Talasol Solar S.L. (“Talasol”), completed a refinancing (the “Refinancing”) of its project finance by closing of a Facilities Agreement in the aggregate amount of €175 million
provided by European institutional lenders (the “Talasol New Financing”) and early repayment in full of the outstanding €121 million under the previous Talasol project finance (the “Talasol
Previous Financing”). The weighted average life of the Talasol New Financing is approximately 11.5 years, compared to an original weighted average life of 5.5 years of the Talasol Previous
Financing. The Talasol New Financing bears a fixed annual interest rate at a weighted average of approximately 3%, compared to a variable interest rate that was fixed at an average of
approximately 3% by an interest rate swap contract in the Talasol Previous Financing.
Although the Talasol New Financing achieved financial closing in January 2022, as the Refinancing was highly probable to be completed, our financial results as of and for the year ended
December 31, 2021 were impacted, mainly as follows: (i) the Talasol Previous Financing in the amount of approximately €121 million was presented as current liabilities, (ii) the fair value of the
interest rate swap contract associated with the Talasol Previous Financing in the amount of approximately €3.3 million was recorded as a financing expense and presented as a current liability, (iii)
the expected payment of dividend to Talasol’s minority shareholders in the amount of approximately €15 million was presented as a current liability, and (iv) the Company amortized the
outstanding balance of expenses that were capitalized to the Talasol Previous Financing in the aggregate amount of approximately €12.2 million. In January, the proceeds on account of the
Talasol New Financing were used to repay the outstanding balance of €121 million that was presented as a current liability and the Talasol New Financing was recorded as a long term liability.
Financial Highlights
• Revenues were approximately €44.8 million for the year ended December 31, 2021, compared to approximately €9.6 million for the year ended December 31, 2020. The revenue increase is
mainly attributable to the achievement of PAC (preliminary acceptance certificate) of the photovoltaic plant held by Talasol Solar S.L. (the “Talasol PV Plant”) on January 27, 2021, upon
which the Company commenced recognition of revenues. The increase is also attributable to the Groen Gas Gelderland B.V. biogas facility (the “Gelderland Biogas Plant”) acquisition, in
December 2020 and to improved operational efficiency at the Company’s biogas plants in the Netherlands.
• Operating expenses were approximately €17.5 million for the year ended December 31, 2021, compared to approximately €5 million for the year ended December 31, 2020. This 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. Depreciation expenses were
approximately €15.1 million for the year ended December 31, 2021, compared to approximately €3 million for the year ended December 31, 2020.
• Project development costs were approximately €2.5 million for the year ended December 31, 2021, compared to approximately €3.5 million for the year ended December 31, 2020. This decrease
is mainly due to capitalization of expenses in connection with the project to construct a 156 MW pumped storage hydro power plant in the Manara Cliff, Israel (the “Manara PSP”).
• General and administrative expenses were approximately €5.7 million for the year ended December 31, 2021, compared to approximately €4.5 million for the year ended December 31, 2020. The
increase is mostly due to increased D&O liability insurance costs and an increase in the management fee paid to the Company’s Chairman and CEO, as well as Talasol’s general and
administrative expenses following the achievement of PAC of the Talasol PV Plant on January 27, 2021.
• Company’s share of profits of equity accounted investee, after elimination of intercompany transactions, was approximately €0.12 million for the year ended December 31, 2021, compared to
approximately €1.5 million for the year ended December 31, 2020. This decrease is mainly attributable to the decrease in revenues of Dorad Energy Ltd. (“Dorad”) and higher financing
expenses incurred by Dorad as a result of the CPI indexation of loans from banks.
Fiscal 2021 CEO Review
Ran Fridrich, CEO and a board member of the Company, provided the following CEO review:
“In 2021 the Company met its business plan goals, which included among other things:
2
• Other income was 0 in the year ended December 31, 2021, compared to other expenses, net, of approximately €2.1 million in the year ended December 31, 2020. The other income recorded in
2020 was due to a cancellation of a provision for potential indemnification recorded in this amount during 2019 in connection with the sale of our Italian subsidiaries.
• Financing expenses, net were approximately €26.9 million for the year ended December 31, 2021, compared to approximately €3.6 million for the year ended December 31, 2021. The increase in
financing expenses, net, was mainly due to the following:
o Financing expenses in connection with the Talasol PV Plant, previously capitalized to fixed assets, are recognized in profit and loss starting from the PAC, consisting of (i) approximately
€2.2 million of interest of bank loans, (ii) approximately €0.9 million of swap related payments, (iii) approximately €0.3 million of expenses in connection with Talasol’s project financing,
and (iv) approximately €2.1 million of interest accrued on shareholder loans granted by the minority shareholders of Talasol.
o An amount of approximately €15.5 million recorded as of December 31, 2021 in connection with the Talasol Refinancing. Such expenses include approximately €3.3 million recorded in
connection with the termination of the interest rate swap contract and €12.2 million in connection with the amortization of the outstanding balance of expenses that were capitalized to
the Talasol previous project finance.
o Approximately €0.9 million of expenses in connection with the early repayment of the Company’s Series B Debentures.
• Tax benefit was approximately €2.5 million in the year ended December 31, 2021, compared to tax benefit of approximately €0.1 million in the year ended December 31, 2020. The increase in tax
benefit was mainly due to the expenses recorded by the Talasol PV Plant in connection with the expected prepayment of the Talasol previous project finance.
• Net loss was approximately €20.3 million in the year ended December 31, 2021, compared to net loss of approximately €6.2 million for the year ended December 31, 2020.
• Total other comprehensive loss was approximately €4.5 million for the year ended December 31, 2021, compared to total other comprehensive income of approximately €2.3 million in the year
ended December 31, 2020. The change was mainly due to changes in fair value of cash flow hedges and from foreign currency translation differences on NIS denominated operations, due to
fluctuations in the euro/NIS exchange rates.
• Total comprehensive loss was approximately €24.8 million in the year ended December 31, 2021, compared to total comprehensive loss of approximately €3.9 million in the year ended
December 31, 2020.
• EBITDA was approximately €19.2 million for the year ended December 31, 2021, compared to approximately €0.3 million for the year ended December 31, 2020.
• Net cash from operating activities was approximately €15.2 million for the year ended December 31, 2021, compared to net cash used in operating activities of approximately €5.8 million for
the year ended December 31, 2020. The increase in net cash from operating activities is mainly attributable to the achievement of PAC of the Talasol PV Plant on January 27, 2021, upon
which the Company commenced recognition of revenues and expenses.
• On October 25, 2021, the Company issued additional Series C Debentures in an aggregate principal amount of NIS 120,000 thousand (approximately €32,100 thousand) to Israeli classified
investors in a private placement for an aggregate gross consideration of approximately NIS 121,600 thousand (approximately €32,529 thousand), reflecting a price of NIS 1.0135 per NIS 1
principal amount.
• As of March 10, 2021, the Company held approximately €78.8 million in cash and cash equivalents, approximately €1.9 million in marketable securities, €27.7 million in short term deposits and
approximately €15.4 million in restricted short-term and long-term cash.
• Operating the Talasol PV Plan for the year, with PAC achieved on January 27, 2021, with an average availability of 98%;
• Refinancing the debt of the Talasol PV Plant under improved interest, term and repayment terms, which enabled an immediate repayment of shareholders’ loans to Talasol’s shareholders,
including the Company (51%), in the aggregate amount of approximately €30 million and is expected to substantially increase the dividend paid by Talasol to its shareholders on an annual
basis;
The financing expenses for the year included non-recurring expenses in connection with the refinancing of the Talasol project finance (in the aggregate amount of approximately €15.5 million)
and changes in exchange rates (approximately €5.4 million), which are not cash items. The financing expenses of the Company excluding these expenses were approximately €8 million.
Main financial metrics, in line with the Company’s projections:
Please see the tables on page 12 of this press release for a reconciliation of this information.
Use of NON-IFRS Financial Measures
Non-IFRS Revenues, EBITDA, Adjusted EBITDA and Adjusted FFO are non-IFRS measures. EBITDA is defined as earnings before financial expenses, net, taxes, depreciation and amortization
and Adjusted FFO is calculated by deducting tax expenses and interest expenses on bank loans, debentures and others from the Adjusted EBITDA. The Company uses the terms “Non-IFRS
Revenues,” “Adjusted EBITDA” and “Adjusted FFO” to highlight the fact that in the calculation of these Non-IFRS financial measures the Company presents the results of the Talmei Yosef PV
Plant under the fixed asset model and not under IFRIC 12, presents its share in Dorad based on distributions of profit and not on the basis of equity gain using the equity method and includes
the financial results of Talasol 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 Non-IFRS Revenues, EBITDA, Adjusted EBITDA 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 Non-IFRS Revenues, EBITDA, Adjusted EBITDA 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.
3
• Financial closing and commencement of construction of the Manara PSP, with the tunneling construction works advancing as planned;
• Constructing the Ellomay Solar PV project in Spain (28 MW) and reaching the final construction stage (the project’s connection to the national grid is currently underway);
• Developing a scope of 439 MW licenses for PV projects in Italy under advanced development, of which approximately 120 MW received licenses as of this date. The construction of the first
project (20 MW) commenced during 2022 and works will commence on another adjacent project (15 MW) shortly;
• Locating properties in Israel for the construction of the PV + storage projects of 40MW PV + 80MW/h batteries (the first tender is in advanced stages); and
• Continued operational improvements in our biogas facilities in the Netherlands, including a 20% improvement in output in the Gelderland Biogas Plant.
• Non-IFRS Revenues – approximately €51.2 million.
• Adjusted EBITDA – approximately €25.5 million.
• Adjusted FFO – approximately €18.5 million.
• Cash flow from operating activities – approximately €15.2 million.”
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:
For more information about Ellomay, visit https://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 Rubenbach (Weintraub)
CFO
Tel: +972 (3) 797-1111
Email: [email protected]
4
• 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 constructing a 156 MW pumped storage hydro power plant in the Manara Cliff, Israel.
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Statements of Financial Position
- Convenience translation into US$ (exchange rate as at December 31, 2021: euro 1 = US$ 1.132)
** Reclassified
5
December 31,
2021 2020 2021
Audited Audited Audited
€ in thousands
Convenience
Translation into
US$ in thousands*
Assets
Current assets:
Cash and cash equivalents 41,229 66,845 46,663
Marketable securities 1,946 1,761 2,202
Short term deposits 28,410 8,113 32,154
Restricted cash 1,000 – 1,132
Receivable from concession project 1,784 1,491 2,019
Trade and other receivables 9,487 9,825 10,737
83,856 88,035 94,907
Non-current assets
Investment in equity accounted investee 34,029 32,234 38,514
Advances on account of investments 1,554 2,423 1,759
Receivable from concession project 26,909 25,036 30,456
Fixed assets 340,065 264,095 384,886
Right-of-use asset 23,367 17,209 26,447
Intangible asset 4,762 4,604 5,390
Restricted cash and deposits 15,630 9,931 17,690
Deferred tax 12,952 3,605 14,659
Long term receivables 5,388 2,762 6,098
Derivatives 2,635 10,238 2,982
467,291 372,137 528,881
Total assets 551,147 460,172 623,788
Liabilities and Equity
Current liabilities
Current maturities of long term bank loans 126,180 10,232 142,811
Current maturities of long term loans 16,401 4,021 18,563
Current maturities of debentures 19,806 10,600 22,416
Trade payables 2,904 12,387 3,285
Other payables 20,806 **3,593 23,548
Current maturities of derivatives 14,783 **1,378 16,731
Current maturities of lease liabilities 4,329 **490 4,900
205,209 42,701 232,254
Non-current liabilities
Long-term lease liabilities 15,800 17,299 17,882
Long-term loans 39,093 134,520 44,245
Other long-term bank loans 37,221 49,396 42,127
Debentures 117,493 72,124 132,979
Deferred tax 8,836 7,806 10,001
Other long-term liabilities 3,905 **2,964 4,420
Derivatives 10,107 8,336 11,439
232,455 292,445 263,093
Total liabilities 437,664 335,146 495,347
Equity
Share capital 25,605 25,102 28,980
Share premium 85,883 82,401 97,202
Treasury shares (1,736) (1,736) (1,965)
Transaction reserve with non-controlling Interests 5,697 6,106 6,448
Reserves 7,288 4,164 8,249
Retained earnings (accumulated deficit) (7,217) 8,191 (8,168)
Total equity attributed to shareholders of the Company 115,520 124,228 130,746
Non-Controlling Interest (2,037) 798 (2,305)
Total equity 113,483 125,026 128,441
Total liabilities and equity 551,147 460,172 623,788
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Statements of Comprehensive Loss - Convenience translation into US$ (exchange rate as at December 31, 2021: euro 1 = US$ 1.132)
6
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,
2021 2020 2021 2020 2021 2021
Unaudited Audited Unaudited Audited
€ in thousands (except per share data) Convenience Translation into US$*
Revenues 12,017 2,801 44,783 9,645 13,601 50,685
Operating expenses (5,874) (1,541) (17,524) (4,951) (6,648) (19,834)
Depreciation and amortization expenses (4,028) (731) (15,076) (2,975) (4,559) (17,063)
Gross profit 2,115 529 12,183 1,719 2,394 13,788
Project development costs (663) (479) (2,508) (3,491) (750) (2,839)
General and administrative expenses (1,712) (1,186) (5,661) (4,512) (1,938) (6,407)
Share of profits of equity accounted investee (167) (380) 117 1,525 (189) 132
Other income (expenses), net – 2,100 – 2,100 – –
Operating profit (loss) (427) 584 4,131 (2,659) (483) 4,674
Financing income 585 802 2,931 2,134 662 3,317
Financing income (expenses) in connection with
derivatives and warrants, net (438) (438) (841) 1,094 (496) (952)
Financing expenses in connection with projects
finance (12,276) (497) (17,800) (1,823) (13,894) (20,146)
Financing expenses in connection with debentures (420) (765) (3,220) (2,155) (475) (3,644)
Interest expenses on minority shareholder loan (551) (5) (2,055) (41) (624) (2,326)
Other financing expenses (3,346) (441) (5,899) (2,843) (3,787) (6,676)
Financing expenses, net (16,446) (1,344) (26,884) (3,634) (18,614) (30,427)
Loss before taxes on income (16,873) (760) (22,753) (6,293) (19,097) (25,753)
Tax benefit 3,041 285 2,489 125 3,442 2,817
Loss for the period (13,832) (475) (20,264) (6,168) (15,655) (22,936)
Loss attributable to:
Owners of the Company (8,347) (216) (15,408) (4,627) (9,447) (17,439)
Non-controlling interests (5,485) (259) (4,856) (1,541) (6,207) (5,498)
Loss for the period (13,832) (475) (20,264) (6,168) (15,654) (22,937)
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 6,696 801 12,284 (482) 7,579 13,903
Effective portion of change in fair value of cash flow
hedges (783) (1,443) (13,429) 2,210 (886) (15,199)
Net change in fair value of cash flow hedges
transferred to profit or loss (1,481) (163) (3,353) 555 (1,676) (3,795)
Total other comprehensive profit (loss) 4,432 (805) (4,498) 2,283 5,017 (5,091)
Total other comprehensive income (loss) attributable
to:
Owners of the Company 5,260 87 3,124 881 5,954 3,535
Non-controlling interests (828) (892) (7,622) 1,402 (937) (8,626)
Total other comprehensive income (loss) 4,432 (805) (4,498) 2,283 5,017 (5,091)
Total comprehensive loss for the year (9,400) (1,280) (24,762) (3,885) (10,637) (28,028)
Total comprehensive loss for the year attributable to:
Owners of the Company (3,087) (129) (12,284) (3,746) (3,493) (13,904)
Non-controlling interests (6,313) (1,151) (12,478) (139) (7,144) (14,124)
Total comprehensive loss for the year (9,400) (1,280) (24,762) (3,885) (10,637) (28,028)
Basic loss per share (0.65) (0.01) (1.20) (0.38) (0.75) (1.39)
Diluted loss per share (0.65) (0.01) (1.20) (0.38) (0.75) (1.39)
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Statements of Changes in Equity
7
Noncontrolling Total
Attributable to shareholders of the Company Interests Equity
Share
capital
Share
premium
Accumulated
Deficit
Treasury
shares
Translation
reserve
from
foreign
operations
Hedging
Reserve
Interests
Transaction
reserve
with
noncontrolling
Interests Total
€ in thousands
For the year ended
December 31, 2021 (Audited):
Balance as at January 1, 2021 25,102 82,401 8,191 (1,736) 3,823 341 6,106 124,228 798 125,026
Profit (loss) for the year – – (15,408) – – – – (15,408) (4,856) (20,264)
Other comprehensive loss for the
year – – – – 11,542 (8,418) – 3,124 (7,622) (4,498)
Total comprehensive loss for the year – – (15,408) – 11,542 (8,418) – (12,284) (12,478) (24,762)
Transactions with owners of the
Company, recognized directly in
equity:
Issuance of ordinary shares – – – – – – – – 8,682 8,682
Acquisition of shares in subsidiaries
from non-controlling interests (409) (409) 961 552
Warrants exercise 454 3,419 3,873 – 3,873
Options exercise 49 – – – – – – 49 – 49
Share-based payments – 63 – – – – – 63 – 63
Balance as at December 31, 2021 25,605 85,883 (7,217) (1,736) 15,365 (8,077) 5,697 115,520 (2,037) 113,483
For the three months
ended December 31, 2021
(Unaudited):
Balance as at September 30, 2021 25,578 85,774 1,130 (1,736) 9,093 (7,065) 5,145 117,919 4,276 122,195
Profit (loss) for the year – – (8,347) – – – – (8,347) (5,485) (13,832)
Other comprehensive loss for the
year – – – – 6,272 (1,012) – 5,260 (828) 4,432
Total comprehensive loss for the year – – (8,347) – 6,272 (1,012) – (3,087) (6,313) (9,400)
Transactions with owners of the
Company, recognized directly in
equity:
Acquisition of shares in subsidiaries
from non-controlling interests – – – – – – 552 552 – 552
Issuance of ordinary shares – 71 – – – – – 71 – 71
Options exercise 27 – – – – – – 27 – 27
Share-based payments – 38 – – – – – 38 – 38
Balance as at December 31, 2021 25,605 85,883 (7,217) (1,736) 15,365 (8,077) 5,697 115,520 (2,037) 113,483
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Interim Statements of Changes in Equity (cont’d)
8
Noncontrolling Total
Attributable to shareholders of the Company Interests Equity
Share
capital
Share
premium
Retained
earnings
Treasury
shares
Translation
reserve
from
foreign
operations
Hedging
Reserve
Interests
Transaction
reserve
with
noncontrolling
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 period – – (216) – – – – (216) (259) (475)
Other comprehensive loss for the
period – – – – 860 (773) – 87 (892) (805)
Total comprehensive income for the
period – – (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 (cont’d)
9
Noncontrolling
Total
Attributable to shareholders of the Company Interests Equity
Share
capital
Share
premium
Accumulated
Deficit
Treasury
shares
Translation
reserve
from
foreign
operations
Hedging
Reserve
Interests
Transaction
reserve
with
noncontrolling
Interests Total
Convenience translation into US$ (exchange rate as at December 31, 2021: euro 1 = US$ 1.132)
For the year ended
December 31, 2021 (Audited):
Balance as at January 1, 2021 28,411 93,261 9,271 (1,965) 4,327 387 6,911 140,603 905 141,508
Profit (loss) for the year – – (17,439) – – – – (17,439) (5,498) (22,937)
Other comprehensive loss for the
year – – – – 13,063 (9,528) – 3,535 (8,626) (5,091)
Total comprehensive loss for the year – – (17,439) – 13,063 (9,528) – (13,904) (14,124) (28,028)
Transactions with owners of the
Company, recognized directly in
equity:
Issuance of ordinary shares – – – – – – – – 9,826 9,826
Acquisition of shares in subsidiaries
from non-controlling interests – – – – – – (463) (463) 1,088 625
Warrants exercise 514 3,870 – – – – – 4,384 – 4,384
Options exercise 55 – – – – – – 55 – 55
Share-based payments – 71 – – – – – 71 – 71
Balance as at December 31, 2021 28,980 97,202 (8,168) (1,965) 17,390 (9,141) 6,448 130,746 (2,305) 128,441
For the three months
ended December 31, 2021
(Unaudited):
Balance as at September 30, 2021 28,949 97,079 1,279 (1,965) 10,291 (7,996) 5,823 133,460 4,839 138,299
Profit (loss) for the year – – (9,447) – – – – (9,447) (6,207) (15,654)
Other comprehensive loss for the
year – – – – 7,099 (1,145) – 5,954 (937) 5,017
Total comprehensive loss for the year – – (9,447) – 7,099 (1,145) – (3,493) (7,144) (10,637)
Transactions with owners of the
Company, recognized directly in
equity:
Acquisition of shares in subsidiaries
from non-controlling interests – – – – – – 625 625 – 625
Warrants exercise – 80 – – – – – 80 – 80
Options exercise 31 – – – – – – 31 – 31
Share-based payments – 43 – – – – – 43 – 43
Balance as at December 31, 2021 28,980 97,202 (8,168) (1,965) 17,390 (9,141) 6,448 130,746 (2,305) 128,441
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Interim Statements of Cash Flow - Convenience translation into US$ (exchange rate as at December 31, 2021: euro 1 = US$ 1.132)
10
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,
2021 2020 2021 2020 2021 2021
Unaudited Audited Unaudited Audited
€ in thousands Convenience Translation into US$*
Cash flows from operating activities
Profit for the period (13,832) (475) (20,264) (6,168) (15,654) (22,937)
Adjustments for:
Financing expenses, net 16,446 1,344 26,884 3,634 18,614 30,428
Profit from settlement of derivatives contract – – (407) – – (461)
Depreciation and amortization 4,028 731 15,076 2,975 4,559 17,063
Share-based payment transactions 38 22 63 50 43 71
Share of profits of equity accounted investees 167 380 (117) (1,525) 189 (132)
Payment of interest on loan from an equity accounted
investee – – 859 582 – 972
Change in trade receivables and other receivables 4,542 (3,137) (1,883) (3,868) 5,141 (2,131)
Change in other assets (345) (205) (545) 179 (390) (617)
Change in receivables from concessions project 267 203 1,580 1,426 302 1,788
Change in trade payables 167 529 154 190 189 174
Change in other payables (4,834) (2,063) 2,380 (1,226) (5,471) 2,694
Tax benefit (3,041) (285) (2,489) (125) (3,442) (2,817)
Income taxes paid (79) (31) (94) (119) (89) (106)
Interest received 517 761 1,844 2,075 585 2,087
Interest paid (1,701) (1,325) (7,801) (3,906) (1,925) (8,829)
16,172 (3,076) 35,504 342 18,305 40,184
Net cash from (used in) operating activities 2,340 (3,551) 15,240 (5,826) 2,651 17,247
Cash flows from investing activities
Acquisition of fixed assets (10,232) (24,742) (82,810) (128,420) (11,581) (93,724)
Acquisition of subsidiary, net of cash acquire – (7,464) – (7,464) – –
VAT associated with the acquisition of fixed assets (2,310) – – – (2,614) –
Repayment of loan from an equity accounted investee – 55 1,400 1,978 – 1,585
Loan to an equity accounted investee (39) (181) (335) (181) (44) (379)
Advances on account of investments 8 – – (1,554) 9 –
Proceeds from marketable securities – 436 – 1,800 – –
Acquisition of marketable securities – (1,481) – (1,481) – –
Proceeds from settlement of derivatives, net (724) – (976) – (819) (1,105)
Proceed (investment) in restricted cash, net (5,786) 742 (5,990) 23,092 (6,549) (6,779)
Investment in short term deposit (27,132) 84 (18,599) (1,323) (30,708) (21,050)
Proceeds (Investment) in Marketable Securities (1,897) – (112) – (2,147) (127)
Compensation as per agreement with Erez Electricity
Ltd. – – – 1,418 – –
Net cash used in investing activities (48,112) (32,551) (107,422) (112,135) (54,453) (121,579)
Cash flows from financing activities
Issuance of warrants 2,346 2,224 3,746 2,544 2,655 4,240
Repayment of long-term loans and finance lease
obligations (18,927) (1,193) (18,905) (3,959) (21,422) (21,397)
Repayment of Debentures (29,411) – (30,730) (26,923) (33,287) (34,780)
Cost associated with long term loans (35,311) (734) (2,796) (734) (39,965) (3,165)
Proceeds from options 10,799 – 49 20 12,222 55
Sale of shares in subsidiaries to non-controlling
interests 32,130 – 1,400 – 36,365 1,585
Issuance of ordinary shares – – – 21,275 – –
Payment of principal of lease liabilities (8,478) – (4,803) – (9,595) (5,436)
Proceeds from long term loans, net 37,033 9,520 32,947 111,357 41,914 37,289
Proceeds from issue of convertible debentures – – 15,571 – – 17,623
Proceeds from issuance of Debentures, net 32,252 38,057 57,717 38,057 36,503 65,324
Net cash from financing activities 22,433 47,874 54,196 141,637 25,390 61,338
Effect of exchange rate fluctuations on cash and cash
equivalents 6,515 1,084 12,370 (1,340) 7,374 14,002
Increase (decrease) in cash and cash equivalents (16,824) 12,856 (25,616) 22,336 (19,041) (28,992)
Cash and cash equivalents at the beginning of the
period 58,053 53,989 66,845 44,509 65,704 75,655
Cash and cash equivalents at the end of the period 41,229 66,845 41,229 66,845 46,663 46,663
Ellomay Capital Ltd. and its Subsidiaries
Operating Segments
1
Ellomay Solar S.L, the developer of a 28 MW solar project near the Talasol PV Plant.
2
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.
3
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).
11
PV Total
Ellomay Bio reportable Total
Italy Spain Solar1 Talasol Israel2 Gas Dorad Manara segments Reconciliations consolidated
For the year ended December 31, 2021
€ in thousands
Revenues – 2,587 – 28,4943 4,255 12,686 51,630 – 99,652 (54,869) 44,783
Operating expenses – (472) – (6,239) (367) (10,446) (39,175) – (56,699) 39,175 (17,524)
Depreciation expenses – (904) – (10,546) (2,374) (3,135) (5,539) – (22,498) 7,422 (15,076)
Gross profit (loss) – 1,211 – 11,709 1,514 (895) 6,916 – 20,455 (8,272) 12,183
Project development
costs (2,508)
General and
administrative
expenses (5,661)
Share of loss of equity
accounted investee 117
Operating profit 4,131
Financing income 2,931
Financing expenses in
connection
with derivatives and
warrants, net (841)
Financing expenses,
net (28,974)
Loss before taxes
on Income (22,753)
Segment assets as at
December 31, 2021 1,715 13,841 14,456 246,172 38,809 34,570 118,435 107,678 575,676 (24,529) 551,147
Ellomay Capital Ltd. and its Subsidiaries
Reconciliation of Loss to EBITDA (Unaudited) - Convenience translation into US$ (exchange rate as at December 31, 2021: euro 1 = US$ 1.132)
Reconciliation of Loss to Adjusted EBITDA and to Adjusted FFO (Unaudited)
Reconciliation of IFRS Revenues to Non-IFRS Revenues (Unaudited)
12
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,
2021 2020 2021 2020 2021 2021
€ in thousands Convenience Translation into US$*
Net loss for the period (13,832) (475) (20,264) (6,168) (15,654) (22,937)
Financing expenses, net 16,446 1,344 26,884 3,634 18,614 30,428
Tax benefit (3,041) (285) (2,489) (125) (3,442) (2,817)
Depreciation and amortization 4,028 731 15,076 2,975 4,559 17,063
EBITDA 3,601 1,315 19,207 316 4,077 21,737
For the year ended
December 31,
2021
€ in thousands
Loss for the period (20,264)
Financing expenses, net 26,884
Tax benefit (2,489)
Depreciation 15,076
Adjustment to the Share of loss of equity accounted investee to include the Company’s share in distributions 2,142
Adjustment to the revenues of the Talmei Yosef PV Plant due to calculation based on the fixed asset model 3,239
Adjustment to include the financial revenues of the Talasol for the period prior to achievement of PAC that were not recognized in the profit and loss statement based on
accounting rules 895
Adjusted EBITDA 25,483
Interest and SWAP expenses on bank loans and debentures (6,959)
Adjusted FFO 18,524
For the year ended
December 31,
2021
€ in thousands
IFRS Revenues for the period 44,783
Adjustment to the Share of loss of equity accounted investee to include the Company’s share in distributions 2,259
Adjustment to the revenues of the Talmei Yosef PV Plant due to calculation based on the fixed asset model 3,239
Adjustment to include the financial revenues of the Talasol for the period prior to achievement of PAC that were not recognized in the profit and loss statement based on
accounting rules 895
Non-IFRS Revenues 51,176
Ellomay Capital Ltd. and its Subsidiaries
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 Items 5.B and 10.C 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 December 31, 2021, the Company’s Net Financial Debt, (as such term is defined in the Deeds of Trust of the Company’s Debentures), was approximately €68.1 million (consisting of
approximately €223.34
million of short-term and long-term debt from banks and other interest bearing financial obligations, approximately €139.75
million in connection with the Series C
Debentures issuances (in July 2019, October 2020, February 2021 and October 2021) and Series D Debentures issuance (in February 2021), net of approximately €71.6 million of cash and cash
equivalents, short-term deposits and marketable securities and net of approximately €223.36
million of project finance and related hedging transactions of the Company’s subsidiaries).
4
Short-term and long-term debt from banks and other interest bearing financial obligations amount provided above, includes an amount of approximately €0.4 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.
5
Debentures amount provided above includes an amount of approximately €2.4 million associated costs, which was capitalized and therefore offset from the debentures amount that is recorded
in the Company’s balance sheet.
6
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).
13
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 September 30, 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 €113.5 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 consolidated shareholders’ equity plus the Net Financial Debt) was 37.5%, and (iii) the ratio of the Company’s Net Financial Debt to the Company’s Adjusted
EBITDA7
, was 3.
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 December 31, 2021:
7
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.”
14
For the fourquarter period
ended December
31, 2021
Unaudited
€ in thousands
Loss for the period (20,264)
Financing expenses, net 26,884
Tax benefit (2,489)
Depreciation 15,076
Adjustment to revenues of the Talmei Yosef PV Plant due to calculation based on the fixed asset model 3,239
Share-based payments 49
Adjusted EBITDA as defined the Series C Deed of Trust 22,495
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, 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 €129.2 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 consolidated shareholders’ equity plus the Net Financial Debt) was 34.5%, and (iii) the
ratio of the Company’s Net Financial Debt to the Company’s Adjusted EBITDA8
was 2.8.
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 December 31, 2021:
8
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.”
15
For the four
quarter period
ended December
31, 2021
Unaudited
€ in thousands
Loss for the period (20,264)
Financing expenses, net 26,884
Tax benefit (2,489)
Depreciation 15,076
Adjustment to revenues of the Talmei Yosef PV Plant due to calculation based on the fixed asset model 3,239
Share-based payments 49
Talasol revenues derived during the period before the achievement of PAC 1,962
Adjusted EBITDA as defined the Series D Deed of Trust 24,457
Exhibit 99.2
Ellomay Capital Announces the Filing of the Annual Report on Form 20-F for 2021
Tel-Aviv, Israel, March 31, 2022 – Ellomay Capital Ltd. (NYSE American; 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 announced the filing of its Annual Report on Form 20-F for the year ended December 31, 2021 with the Securities and Exchange
Commission.
A copy of the Annual Report on Form 20-F is available to be viewed and downloaded from the Investor Relations section of the Company’s website at https://ellomay.com. The Company
will provide a hard copy of the Annual Report on Form 20-F, including the Company’s complete audited financial statements, free of charge to its shareholders upon request.
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:
For more information about Ellomay, visit https://ellomay.com.
Contact:
Kalia Rubenbach (Weintraub )
CFO
Tel: +972 (3) 797-1111
Email: [email protected]
• 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 Ma
