Tel-Aviv, Israel, June 29, 2023 – 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, Israel and the US, today reported its
unaudited financial results for the three month period ended March 31, 2023.
Financial Highlights for the Three Months Ended March 31, 2023
• Revenues were approximately €12 million1
for the three months ended March 31, 2023,
compared to approximately €11.8 million for the three months ended March 31,
2022.The change in revenues is mainly due to: (i) an increase of approximately €1.4
million in revenues from the Company’s biogas plants in the Netherlands, resulting
mainly from increased production and an increase in the 2023 gas price, (ii) revenues of
approximately €0.9 million from Ellomay Solar, a 28 MW photovoltaic facility in Spain
(“Ellomay Solar”), which was not operational during the first quarter of 2022 and (iii)
a decrease of approximately €1.9 million in the revenues of the Talasol PV Plant, a 300
MW facility in Spain (the “Talasol PV Plant”), resulting from a decrease in electricity
prices in Spain.
• Operating expenses were approximately €6.5 million for the three months ended March
31, 2023, compared to approximately €6 million for the three months ended March 31,
- The increase in operating expenses mainly resulted from higher production in the
Company’s biogas facilities in the Netherlands and higher raw material prices caused by
the military conflict between Russia and Ukraine, and from the connection to the grid of
Ellomay Solar during June 2022, upon which the Company commenced recognition of
expenses. The increase in operating expenses was partially offset by reduced payments
under the Spanish RDL 17/2022, caused by a reduction in the electricity market price.
RDL 17/2022 established the reduction of returns on the electricity generating activity
of Spanish production facilities that do not emit greenhouse gases accomplished through
payments of a portion of the revenues by the production facilities to the Spanish
government. Depreciation expenses were approximately €4.1 million for the three
months ended March 31, 2023, compared to approximately €4 million for the three
months ended March 31, 2022.
• Project development costs were approximately €1.6 million for the three months ended
March 31, 2023, compared to approximately €0.7 million for the three months ended
March 31, 2022. The increase in project development costs is mainly due to development
expenses in connection with photovoltaic projects in the US.
1
The revenues are based on IFRS and do not take into account the adjustments included in the
Company’s investor presentation.
2
• General and administrative expenses were approximately €1.5 million for each of the
three months ended March 31, 2023 and March 31, 2022.
• The Company’s share of profits of equity accounted investee, after elimination of
intercompany transactions, was approximately €1.2 million for the three months ended
March 31, 2023, compared to approximately €0.2 million for the three months ended
March 31, 2022. The increase in share of profits of equity accounted investee was mainly
due to the increase in revenues of Dorad Energy Ltd. (“Dorad”) due to higher quantities
produced and a higher electricity tariff in Israel, partially offset by an increase in
operating expenses in connection with the increased production and higher tariff.
• Financing Income, net was approximately €2 million for the three months ended March
31, 2023, compared to financing expenses, net of approximately €2.9 million for the
three months ended March 31, 2022. This change was mainly attributable to income
resulting from exchange rate differences amounting to approximately €4.4 million in the
period ended March 31, 2023 in connection with the Company’s NIS denominated
debentures (after deduction of NIS cash and cash equivalents), caused by the 4.8%
devaluation of the New Israeli Shekel (“NIS”) against the euro during the three months
ended March 31, 2023, while the 0.1% revaluation of the NIS against the euro during the
three months ended March 31, 2022 had a non-material impact on the euro value of our
NIS denominated debentures and cash and cash equivalents.
• Tax benefit was approximately €1.1 million for the three months ended March 31, 2023,
compared to taxes on income of approximately €0.3 million for the three months ended
March 31, 2022. This change was mainly due to the recognition of deferred taxes due to
carried forward losses in the Company’s Italian subsidiaries.
• Net profit was approximately €2.8 million for the three months ended March 31, 2023,
compared to net loss of approximately €3.4 million for the three months ended March
31, 2022.
• Total other comprehensive profit was approximately €26.6 million for the three months
ended March 31, 2023, compared to total other comprehensive loss of approximately
€40.9 for the three months ended March 31, 2022. The increase in total other
comprehensive profit mainly resulted from changes in fair value of cash flow hedges,
including a material decrease in the fair value of the liability resulting from the financial
power swap that covers approximately 80% of the output of the Talasol PV Plant, caused
by the substantial reduction in the electricity prices in Spain.
• Total comprehensive profit was approximately €29.3 million for the three months ended
March 31, 2023, compared to total comprehensive loss of approximately €44.2 million
for the three months ended March 31, 2022.
• EBITDA was approximately €3.6 million for the three months ended March 31, 2023,
compared to approximately €3.8 million for the three months ended March 31, 2022.
• Net cash from operating activities was approximately €1.4 million for the three months
ended March 31, 2023, compared to approximately €8.1 million for the three months
ended March 31, 2022.
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CEO Review for Q1 2023
The Company’s operations concentrate on three two main fields:
- Construction of New Projects: PV projects in Italy and a pumped hydro storage project
in the Manara Cliff in Israel. - Initiating and Developing of New Projects: PV projects in Italy, Spain, USA and Israel.
- Management, Operation and Improvement of Generating Projects: PV projects in Israel
and Spain and bio-gas projects in the Netherlands (bio-gas).
The Company’s revenues for the quarter were approximately €12 million, an increase of
approximately €0.3 million compared to the same period last year. These revenues are
slightly higher than the revenues for the same period last year, despite a decrease in electricity
prices in Spain. The increase in revenues is due to an increase in revenues of the bio-gas
operations in the Netherlands and the addition of revenues from Ellomay Solar that was
connected to the electricity grid in June 2022.
The cash flow from operations for the quarter was approximately €1.4 million.
The increase in project development costs was mainly due to the large advancement in the
development of the photovoltaic portfolio in Italy, Israel and the US.
The net profit for the quarter was approximately €2.8 million.
Activity in Spain:
The electricity prices in Spain decreased during the first quarter to an average price of €91
per MWh compared to an average price of €199 per MWh for the same quarter last year.
The Talasol PV project (300 MW PV) (Company’s share is 51%) produced during the first
quarter revenues from the sale of electricity and green certificates of approximately €5.6
million. Talasol is a party to a financial hedge of its electricity capture price (PPA).
Approximately 80% of its production (75% based on P-50) are sold under this agreement for
a fixed price. The remaining electricity produced by Talasol is sold directly to the grid, at
spot prices.
The Ellomay Solar project (28 MW PV) produced during the first quarter revenues from the
sale of electricity and green certificates of approximately €0.9 million.
Activity in Italy:
The Company has approximately 505 MW PV projects under advanced development stages,
of which licenses have been obtained for approximately 203 MW. The Company is in
advanced construction of projects with an aggregate capacity of 20 MW that are expected to
be connected to the grid and finish testing by the end of August 2023. The remainder of the
licenses (approximately 183 MW) are expected to commence construction during 2023.
4
The Company has additional projects in early development stages (in addition to the 505
MW in advanced development stages), the intention is to reach a portfolio of approximately
1,000 MW PV by the end of 2027. The Company is negotiating a financing agreement with
a leading European bank in the field.
Activity in Israel:
The Manara Pumped Storage Project (Company’s share is 83.34%): The Manara Cliff
pumped storage project, with a capacity of 156 MW, is in advanced construction stages and
expected to reach commercial operation during the second half of 2026, and to produce
average annual revenues of approximately €74 million and EBITDA of approximately €33
million. The Company and its partner in the project, Ampa, invested all of the equity
required for the project (other than linkage differences), and the remainder of the funding
is from a consortium of lenders led by Mizrahi Bank, at a scope of approximately NIS 1.18
billion.
Development of PV licenses combined with storage:
- The Komemiyut Project: intended for 21 MW PV and 47 MW / hour batteries. The
project has an approval for connection to the grid and is in the process of receiving a
building permit. Commencement of construction is planned for the third quarter of
2023. - The Qelahim Project: intended for 15 MW PV and 33 MW / hour batteries. The project
has an approval for connection to the grid, and is in the final stages of the zoning
approval.
The Komemiyut and Qelahim projects are based on tender No. 1 that the Company won and
there is an option of transition to regulation that enables a direct sale to end customers. - The Talmei Yosef Project: an expansion of the existing project to 104 dunams,
intended for 10 MW PV and 22 MW / hour batteries. The request for zoning approval
has been filed and approval is expected to be received in the third quarter of 2023. - The Talmei Yosef Storage Project in Batteries: there is a zoning approval for 30
dunam, intended for approximately 400 MW / hour. The project is designed for the
regulation of the high voltage storage. - The Sharsheret Project: intended for 20 MW PV and 44 MW / hour batteries. The
zoning request was submitted. - In addition, the Company has approximately 250 dunams under advanced planning
stages.
Dorad Power Station (Company’s share is approximately 9.4%): the gas flow from the
Karish reservoir that began during November 2023 reduced the gas costs of Dorad. In
addition, the change in the electricity tariff, which entered into force in January 2023, means
an increase in the “PISGA”/ peak (high consumption) hours. The elimination of the “GEVA”
5
(average consumption) hours, is expected to reduce the operating expenses of the power
station without decreasing the revenues, or alternatively to increase the operating hours,
which will increase revenues and profits. Moreover, the Israeli government decided to
increase the power station by an additional 650 MW and the approval of the National
Infrastructure Committee to the TTL/11/B plan – expansion of the Dorad power station.
Activity in the Netherlands:
In connection with the military conflict in Ukraine and the stoppage of Russian gas supply
to Europe, there are substantial changes in the field of biogas in the Netherlands and Europe.
Europe in general and the Netherlands specifically have set ambitious goals for increasing
gas production from waste. Various incentives are being considered, the main one is
increasing the price of the green certificates. The price of these certificates has increased
from an average of 13–15 euro cents per cubic meter to around 30-45 euro cents per cubic
meter and future increases are currently projected. Commencing May 2023 a generator of 1
MWh operating based on self-produced gas started to operate in the GGB facility (the only
facility that did not self-generate electricity and heat), which provides the electricity and
heating needs of the facility. The expected reduction in expenses is over €1 million per year.
The Company estimates that with the increasing importance of the biogas field, this field
entered into a new era. In the Netherlands, new legislation was adopted that obliges the gas
suppliers to incorporate green gas in a scope of up to 20% of the amount supplied by them,
valid commencing January 1, 2024. This legislation, and the growing demand for green
certificates derived from the biogas industry, is expected to add and improve the expected
results of the biogas segment of the Company.
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 operating 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 measure presented by other companies. The
Company’s EBITDA 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 this measure
internally as performance measure and believes that when this measure is combined with
IFRS measure it add useful information concerning the Company’s operating performance.
A reconciliation between results on an IFRS and non-IFRS basis is provided on page 16 of
this press release.
6
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,
Israel and the US.
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 35.9 MW 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
850MW, 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 (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;
• Ellomay Solar Italy One SRL and Ellomay Solar Italy Two SRL that are constructing
photovoltaic plants with installed capacity of 14.8 MW and 4.95 MW, respectively,
in the Lazio Region, Italy; and
• Ellomay Solar Italy Four SRL, Ellomay Solar Italy Five SRL, Ellomay Solar Italy
Seven SRL and Ellomay Solar Italy Ten SRL that are developing photovoltaic
projects with installed capacity of 15.06 MW, 87.2 MW, 54.77 MW and 18 MW,
respectively, in the Lazio Region, Italy that have reached “ready to build” status.
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 changes
7
in electricity prices and demand, extension of current or approval of new rules and
regulations increasing the operating expenses of manufacturers of renewable energy in
Spain, increases in interest rates and inflation, 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, the impact of continued military conflict between Russia and Ukraine,
technical and other disruptions in the operations or construction of the power plants owned
by the Company and general market, political and economic conditions in the countries in
which the Company operates, including Israel, Spain, Italy and the United States. 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 the 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]
Condensed Consolidated Statements of Financial Position
March 31, December 31, March 31,
2023 2022 2023
Unaudited Audited Unaudited
€ in thousands
Convenience Translation into
US$ in thousands*
Assets
Current assets:
Cash and cash equivalents 69,737 46,458 75,852
Marketable securities – 2,836 –
Short term deposits 21,374 – 23,248
Restricted cash 810 900 881
Receivable from concession project 1,581 1,799 1,720
Trade and other receivables 15,757 12,682 17,139
109,259 64,675 118,840
Non-current assets
Investment in equity accounted investee 29,701 30,029 32,305
Advances on account of investments 2,710 2,328 2,948
Receivable from concession project 23,843 24,795 25,934
Fixed assets 372,743 365,756 405,429
Right-of-use asset 32,106 30,020 34,921
Intangible asset 3,819 4,094 4,154
Restricted cash and deposits 19,132 20,192 20,810
Deferred tax 13,722 23,510 14,925
Long term receivables 9,559 9,270 10,397
Derivatives 1,331 1,488 1,448
508,666 511,482 553,271
Total assets 617,925 576,157 672,111
Liabilities and Equity
Current liabilities
Current maturities of long -term bank loans 12,524 12,815 13,622
Current maturities of long-term loans 10,000 10,000 10,877
Current maturities of debentures 18,209 18,714 19,806
Trade payables 3,790 4,504 4,123
Other payables 17,222 11,207 18,732
Current maturities of derivatives 14,479 33,183 15,749
Current maturities of lease liabilities 810 745 881
77,034 91,168 83,790
Non-current liabilities
Long-term lease liabilities 24,497 22,005 26,645
Long-term loans 227,565 229,466 247,520
Other long-term bank loans 22,623 21,582 24,607
Debentures 142,528 91,714 155,026
Deferred tax 6,170 6,770 6,711
Other long-term liabilities 1,000 2,021 1,088
Derivatives 3,972 28,354 4,320
428,355 401,912 465,917
Total liabilities 505,389 493,080 549,707
Equity
Share capital 25,613 25,613 27,859
Share premium 86,069 86,038 93,616
Treasury shares (1,736) (1,736) (1,888)
Transaction reserve with non-controlling Interests 5,697 5,697 6,197
Reserves (1,617) (12,632) (1,759)
Accumulated deficit (3,645) (7,256) (3,965)
Total equity attributed to shareholders of the Company 110,381 95,724 120,060
Non-controlling interest 2,155 (12,647) 2,344
Total equity 112,536 83,077 122,404
Total liabilities and equity 617,925 576,157 672,111
- Convenience translation into US$ (exchange rate as at March 31, 2023: euro 1 = US$ 1.088)
9
10
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Interim Statements of Profit or Loss and Other Comprehensive Income (Loss)
Convenience translation into US$ (exchange rate as at March 31, 2023: euro 1 = US$ 1.088) For the three months ended March 31, For the year ended December 31, For the three months ended March 31, 2023 2022 2022 2023 Unaudited Audited Unaudited € in thousands (except per share data) Convenience Translation into US$ in thousands
Revenues 12,028 11,761 53,360 13,083
Operating expenses (6,452) (5,971) (24,089) (7,018)
Depreciation and amortization expenses (4,115) (4,014) (16,092) (4,476)
Gross profit 1,461 1,776 13,179 1,589
Project development costs (1,634) (711) (3,784) (1,777)
General and administrative expenses (1,480) (1,477) (5,892) (1,610)
Share of profits of equity accounted investee 1,178 231 1,206 1,281
Operating profit (loss) (475) (181) 4,709 (517)
Financing income 5,403 809 9,565 5,877
Financing income (expenses) in connection with
derivatives and warrants, net 86 (34) 605 94
Financing expenses in connection with projects finance (1,885) (1,365) (7,765) (2,050)
Financing expenses in connection with debentures (828) (1,029) (2,130) (901)
Interest expenses on minority shareholder loan (465) (543) (1,529) (506)
Other financing expenses (288) (784) (1,212) (313)
Financing income (expenses), net 2,023 (2,946) (2,466) 2,201
Profit (loss) before taxes on income 1,548 (3,127) 2,243 1,684
Tax benefit (taxes on income) 1,256 (279) (2,103) 1,366
Profit (loss) for the period 2,804 (3,406) 140 3,050
Profit (loss) attributable to:
Owners of the Company 3,611 (2,934) (357) 3,928
Non-controlling interests (807) (472) 497 (878)
Profit (loss) for the period 2,804 (3,406) 140 3,050
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 (5,550) (98) (7,829) (6,037)
Effective portion of change in fair value of cash flow
hedges 32,174 (40,786) (28,283) 34,995
Net change in fair value of cash flow hedges
transferred to profit or loss – 27 821 –
Total other comprehensive income (loss) 26,624 (40,857) (35,291) 28,958
Total other comprehensive income (loss) attributable to:
Owners of the Company 11,015 (20,669) (19,920) 11,981
Non-controlling interests 15,609 (20,188) (15,371) 16,977
Total other comprehensive income (loss) 26,624 (40,857) (35,291) 28,958
Total comprehensive income (loss) for the period 29,428 (44,263) (35,151) 32,008
Total comprehensive income (loss) for the period
attributable to:
Owners of the Company 14,626 (23,603) (20,277) 15,909
Non-controlling interests 14,802 (20,660) (14,874) 16,099
Total comprehensive income (loss) for the period 29,428 (44,263) (35,151) 32,008
Basic profit (loss) per share 0.27 (0.23) (0.03) 0.29
Diluted profit (loss) per share 0.27 (0.23) (0.03) 0.29
11
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Interim Statements of Changes in Equity
Share
capital
Share
premium
Attributable to shareholders of the Company
Noncontrolling
Total
Interests Equity
Accumulated
Deficit
Treasury
shares
Translation
reserve from
foreign
operations
Hedging
Reserve
Interests
Transaction
reserve with
non-controlling
Interests Total
€ in thousands
For the three months ended
March 31, 2023 (Unaudited):
Balance as at January 1, 2023 25,613 86,038 (7,256) (1,736) 7,970 (20,602) 5,697 95,724 (12,647) 83,077
Profit (loss) for the period – – 3,611 – – – – 3,611 (807) 2,804
Other comprehensive income (loss) for the
period – – – – (5,292) 16,307 – 11,015 15,609 26,624
Total comprehensive income (loss) for the period – – 3,611 – (5,292) 16,307 – 14,626 14,802 29,428
Transactions with owners of the Company,
recognized directly in equity:
Share-based payments – 31 – – – – – 31 – 31
Balance as at March 31, 2023
25,613 86,069 (3,645) (1,736) 2,678 (4,295) 5,697 110,381 2,155 112,536
For the three months ended
March 31, 2022 (Unaudited):
Balance as at January 1, 2022 25,605 85,883 (7,217) (1,736) 15,365 (8,077) 5,697 115,520 (2,037) 113,483
Loss for the period – – (2,934) – – – – (2,934) (472) (3,406)
Other comprehensive loss for the period – – – – (90) (20,579) – (20,669) (20,188) (40,857)
Total comprehensive loss for the period – – (2,934) – (90) (20,579) – (23,603) (20,660) (44,263)
Balance as at March 31, 2022 25,605 85,883 (10,151) (1,736) 15,275 (28,656) 5,697 91,917 (22,697) 69,220
12
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Interim Statements of Changes in Equity (cont’d)
Share
capital
Share
premium
Attributable to shareholders of the Company
Noncontrolling
Total
Interests Equity
Accumulated
deficit
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, 2022 (Audited):
Balance as at
January 1, 2022 25,605 85,883 (6,899) (1,736) 15,365 (8,077) 5,697 115,838 (1,731) 114,107
Profit (loss) for the year – – (357) – – – – (357) 497 140
Other comprehensive loss for the year – – – – (7,395) (12,525) – (19,920) (15,371) (35,291)
Total comprehensive loss for the year – – (357) – (7,395) (12,525) – (20,277) (14,874) (35,151)
Transactions with owners of the Company,
recognized directly in equity:
Issuance of ordinary shares – – – – – – – – 3,958 3,958
Options exercise 8 28 – – – – – 36 – 36
Share-based payments – 127 – – – – – 127 – 127
Balance as at December 31, 2022 25,613 86,038 (7,256) (1,736) 7,970 (20,602) 5,697 95,724 (12,647) 83,077
13
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Interim Statements of Changes in Equity (cont’d)
Share
capital
Share
premium
Attributable to shareholders of the Company
Noncontrolling
Total
Interests Equity
Accumulat
ed deficit
Treasury
shares
Translation
reserve from
foreign
operations
Hedging
Reserve
Interests
Transaction
reserve with
non-controlling
Interests Total
Convenience translation into US$ (exchange rate as at March 31, 2023: euro 1 = US$ 1.088)
For the three months ended
March 31, 2023 (Unaudited): 27,859 93,582 (7,893) (1,888) 8,669 (22,409) 6,197 104,117 (13,755) 90,362
Balance as at January 1, 2023
Profit (loss) for the period – – 3,928 – – – – 3,928 (878) 3,050
Other comprehensive income (loss) for the
period – – – – (5,756) 17,737 – 11,981 16,977 28,958
Total comprehensive income (loss) for the period – – 3,928 – (5,756) 17,737 – 15,909 16,099 32,008
Transactions with owners of the Company,
recognized directly in equity:
Share-based payments – 34 – – – – – 34 – 34
Balance as at March 31, 2023 27,859 93,616 (3,965) (1,888) 2,913 (4,672) 6,197 120,060 2,344 122,404
14
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Interim Statements of Cash Flow
For the three months
ended March 31,
For the year
ended
December 31,
For the three months
ended March 31,
2023 2022 2022 2023
Unaudited Audited Unaudited
€ in thousands
Convenience
Translation into US$*
Cash flows from operating activities
Profit (loss) for the period 2,804 (3,406) 140 3,050
Adjustments for:
Financing expenses (income), net (2,023) 2,946 2,466 (2,201)
Depreciation and amortization 4,115 4,014 16,092 4,476
Share-based payment transactions 31 – 127 34
Share of profits of equity accounted investees (1,178) (231) (1,206) (1,281)
Change in trade receivables and other receivables (1,759) (2,814) 724 (1,913)
Change in other assets (120) 1,841 (209) (131)
Change in receivables from concessions project 257 252 (521) 280
Change in trade payables (876) (75) 1,697 (953)
Change in other payables 1,803 5,274 3,807 1,961
Taxes on income (Tax benefit) (1,256) 279 2,103 (1,366)
Income taxes paid – – (6,337) –
Interest received 493 471 1,896 536
Interest paid (923) (404) (9,459) (1,004)
(1,436) 11,553 11,180 (1,562)
Net cash from operating activities 1,368 8,147 11,320 1,488
Cash flows from investing activities
Acquisition of fixed assets (12,861) (15,527) (48,610) (13,989)
VAT associated with the acquisition of fixed assets – (2,225) – –
Repayment of loan from an equity accounted investee – – 149 –
Loan to an equity accounted investee (60) – (128) (65)
Advances on account of investments (382) – (774) (415)
Proceeds from marketable securities 2,837 – (1,062) 3,086
Proceeds from settlement of derivatives, net – (528) (528) –
Proceed (investment) in restricted cash, net 893 1,103 (4,873) 971
Investment in short term deposit (21,945) – 27,645 (23,869)
Net cash used in investing activities (31,518) (17,177) (28,181) (34,281)
Cash flows from financing activities
Proceeds from options – – 36 –
Cost associated with long term loans (315) (8,460) (9,988) (343)
Payment of principal of lease liabilities (200) (3,795) (5,703) (218)
Proceeds from long-term loans 764 196,520 215,170 831
Repayment of long-term loans (686) (121,372) (153,751) (746)
Repayment of Debentures – – (19,764) –
Repayment of SWAP instrument associated with long term
loans – (3,290) (3,290) –
Proceed from settlement of derivatives, net – – 3,800 –
Proceeds from issue of debentures 55,808 – – 60,702
Net cash from financing activities 55,371 59,603 26,510 60,226
Effect of exchange rate fluctuations on cash and cash
equivalents (1,942) (821) (4,420) (2,113)
Increase in cash and cash equivalents 23,279 49,752 5,229 25,320
Cash and cash equivalents at the beginning of the period 46,458 41,229 41,229 50,532
Cash and cash equivalents at the end of the period 69,737 90,981 46,458 75,852 - Convenience translation into US$ (exchange rate as at March 31, 2023: euro 1 = US$ 1.088)
15
Ellomay Capital Ltd. and its Subsidiaries
Operating Segments
2 The gross profit of the Talmei Yosef PV Plant located in Israel is adjusted to include income from the sale of electricity (approximately €629 thousands) and depreciation expenses
(approximately €478 thousands) under the fixed asset model, which were not recognized as revenues and depreciation expenses, respectively, under the financial asset model as per IFRIC
12.
PV Total
Ellomay Bio reportable Total
Italy Spain Solar Talasol Israel Gas Dorad Manara segments Reconciliations consolidated
For the three months ended March 31, 2023
€ in thousands
Revenues - 732 889 5,581 295 4,531 16,011 – 28,039 (16,011) 12,028
Operating expenses - (173) (532) (1,820) (84) (3,843) (11,741) – (18,193) 11,741 (6,452)
Depreciation expenses - (229) (233) (2,828) (120) (700) (1,392) – (5,502) 1,387 (4,115)
Gross profit (loss) - 330 124 933 91 (12) 2,878 – 4,344 (2,883) 1,461
Adjusted Gross profit (loss) - 330 124 933 2422
(12) 2,878 – 4,495 (3,034) 1,461
Project development costs (1,634)
General and administrative expenses (1,480)
Share of loss of equity accounted investee 1,178
Operating profit (475)
Financing income 5,403
Financing expenses in connection
and warrants, net with derivatives 86
Financing expenses, net (3,466)
Profit before taxes on Income 1,548
Segment assets as at
March 31, 2023 32,294 14,137 19,490 236,859 33,496 32,416 104,097 137,410 610,199 7,726 617,925
16
Ellomay Capital Ltd. and its Subsidiaries
Reconciliation of Profit (Loss) to EBITDA (unaudited)
For the three months ended
March 31,
For the year
ended
December 31,
For the three
months ended
March 31,
2023 2022 2022 2023
€ in thousands
Convenience
Translation into
US$*
Net profit (loss) for the period 2,804 (3,406) 140 3,050
Financing expenses (income), net (2,023) 2,946 2,466 (2,201)
Taxes on income (tax benefit) (1,256) 279 2,103 (1,366)
Depreciation and amortization 4,115 4,014 16,092 4,476
EBITDA 3,640 3,833 20,801 3,959 - Convenience translation into US$ (exchange rate as at March 31, 2023: euro 1 = US$ 1.088)
17
Ellomay Capital Ltd. and its Subsidiaries
Information for the Company’s Debenture Holders
Financial Covenants
Pursuant to the Deeds of Trust governing the Company’s Series C, Series D and Series E 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, 2023, and below.
Net Financial Debt
As of March 31, 2023, the Company’s Net Financial Debt, (as such term is defined in the Deeds of Trust of the
Company’s Debentures), was approximately €71.1 million (consisting of approximately €276.83 million of shortterm and long-term debt from banks and other interest bearing financial obligations, approximately €162.8
4
million in connection with the Series C Debentures issuances (in July 2019, October 2020, February 2022 and
October 2022), the Series D Convertible Debentures issuance (in February 2022) and the Series E Secured
Debentures issuance (in February 2023), net of approximately €91.1 million of cash and cash equivalents, shortterm deposits and marketable securities and net of approximately €276.85 million of project finance and related
hedging transactions of the Company’s subsidiaries).
3
The amount of short-term and long-term debt from banks and other interest-bearing financial obligations provided above
includes an amount of approximately €4.1 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.
4
The amount of the Debentures provided above includes an amount of approximately €2 million associated costs, which was
capitalized and therefore offset from the debentures amount that is recorded in the Company’s balance sheet.
5
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).
18
Ellomay Capital Ltd. and its Subsidiaries
Information for the Company’s Debenture Holders
Information for the Company’s Series C Debenture Holders.
The Deed of Trust governing the Company’s Series C Debentures (as amended on June 6, 2022, the “Series C
Deed of Trust”), includes an undertaking by the Company to maintain certain financial covenants, whereby a
breach of such financial covenants for two consecutive quarters is a cause for immediate repayment. As of March
31, 2023, the Company was in compliance with the financial covenants set forth in the Series C Deed of Trust as
follows: (i) the Company’s Adjusted Shareholders’ Equity (as defined in the Series C Deed of Trust) was
approximately €126.2 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 Adjusted Shareholders’ Equity plus the Net Financial Debt)
was 36.2%, and (iii) the ratio of the Company’s Net Financial Debt to the Company’s Adjusted EBITDA6
, was
3.
The following is a reconciliation between the Company’s profit and the Adjusted EBITDA (as defined in the
Series C Deed of Trust) for the four-quarter period ended March 31, 2023:
For the four-quarter period
ended March 31, 2023
Unaudited
€ in thousands
Profit for the period 6,350
Financing income, net (2,503)
Taxes on income 568
Depreciation 16,193
Adjustment to revenues of the Talmei Yosef PV Plant due to
calculation based on the fixed asset model 3,400
Share-based payments 158
Adjusted EBITDA as defined the Series C Deed of Trust 24,166
6
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.”
19
Ellomay Capital Ltd. and its Subsidiaries
Information for the Company’s Debenture Holders
Information for the Company’s Series D Debenture Holders
The Deed of Trust governing the Company’s Series D Debentures includes an undertaking by the Company to
maintain certain financial covenants, whereby a breach of such financial covenants for the periods set forth in the
Series D Deed of Trust is a cause for immediate repayment. As of March 31, 2023, 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 €126.2 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 Adjusted Shareholders’ Equity plus the Net Financial Debt) was 36.2%, and (iii) the ratio of the
Company’s Net Financial Debt to the Company’s Adjusted EBITDA7 was 2.9.
The following is a reconciliation between the Company’s profit and the Adjusted EBITDA (as defined in the
Series D Deed of Trust) for the four-quarter period ended March 31, 2023:
For the four quarter period
ended March 31, 2023
Unaudited
€ in thousands
Profit for the period 6,350
Financing income, net (2,503)
Taxes on income 568
Depreciation and amortization expenses 16,193
Adjustment to revenues of the Talmei Yosef PV Plant due to
calculation based on the fixed asset model 3,400
Share-based payments 158
Adjustment to data relating to projects with a Commercial Operation
Date during the four preceding quarters8
390
Adjusted EBITDA as defined the Series D Deed of Trust 24,556
7
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.”
8 The adjustment is based on the results of Ellomay Solar since June 2022.
20
Ellomay Capital Ltd. and its Subsidiaries
Information for the Company’s Debenture Holders
Information for the Company’s Series E Debenture Holders
The Deed of Trust governing the Company’s Series E 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 E Deed of Trust is a cause for immediate repayment. As of March 31, 2023, the Company was in
compliance with the financial covenants set forth in the Series E Deed of Trust as follows: (i) the Company’s
Adjusted Shareholders’ Equity (as defined in the Series E Deed of Trust) was approximately €126.2 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 Adjusted Shareholders’ Equity plus the Net Financial Debt) was 36.2%, and (iii) the ratio of the
Company’s Net Financial Debt to the Company’s Adjusted EBITDA9 was 2.9.
The following is a reconciliation between the Company’s profit and the Adjusted EBITDA (as defined in the
Series E Deed of Trust) for the four-quarter period ended March 31, 2023:
For the four-quarter period
ended March 31, 2023
Unaudited
€ in thousands
Profit for the period 6,350
Financing income, net (2,503)
Taxes on income 568
Depreciation and amortization expenses 16,193
Adjustment to revenues of the Talmei Yosef PV Plant due to
calculation based on the fixed asset model 3,400
Share-based payments 158
Adjustment to data relating to projects with a Commercial Operation
Date during the four preceding quarters10 390
Adjusted EBITDA as defined the Series E Deed of Trust 24,556
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 March 31, 2023, the value of the assets pledged to the holders of the Series E Debentures in the Company’s
books (unaudited) is approximately €32.3 million (approximately NIS 127.15 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 Ellomay Solar since June 2022
