Ellomay Capital Reports Results for the Three and Nine Months Ended September 30, 2021
With strong growth in operating results – Revenues up 380% (compared to corresponding period in 2020)
Tel-Aviv, Israel, December 26, 2021 – 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 unaudited financial results for the three and nine month periods ended September 30, 2021.
Financial Highlights
• Revenues were approximately €32.8 million for the nine months ended September 30, 2021, compared to approximately €6.8 million for the nine months ended September 30, 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” and “Talasol”,
respectively) 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 €11.7 million for the nine months ended September 30, 2021, compared to approximately €3.4 million for the nine months ended September 30, 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 €11 million for the nine months ended September 30, 2021, compared to approximately €2.2 million for the nine months ended September 30, 2020.
• Project development costs were approximately €1.8 million for the nine months ended September 30, 2021, compared to approximately €3 million for the nine months ended September 30,
- 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 €3.9 million for the nine months ended September 30, 2021, compared to approximately €3.3 million for the nine months ended
September 30, 2020. The increase is mostly due to increased D&O liability insurance costs and to Talasol’s expenses following the achievement of PAC of the Talasol PV Plant on January 27,
2021.
• The Company’s share of profits of equity accounted investee, after elimination of intercompany transactions, was approximately €0.3 million for the nine months ended September 30, 2021,
compared to approximately €1.9 million for the nine months ended September 30, 2020. This decrease is mainly attributable to the decrease in revenues of Dorad Energy Ltd. (“Dorad”) and
higher financing expenses incurred by Dorad for the period as a result of the CPI indexation of loans from banks.
• Financing expenses, net were approximately €10.4 million for the nine months ended September 30, 2021, compared to approximately €2.3 million for the nine months ended September 30, - The increase in financing expenses, net, was mainly due to:
a) financing expenses in connection with the Talasol PV Plant previously capitalized to fixed assets that are recognized in profit and loss starting from PAC, consisting of (i)
approximately €1.5 million of interest on bank loans, (ii) approximately €0.9 million of swap related payments, (iii) approximately €1.4 million of expenses in connection with Talasol’s
project finance, and (iv) approximately €1.5 million of interest accrued on shareholder loans granted by the minority shareholders of Talasol;
b) approximately €0.8 million of expenses for the early repayment of the Company’s Series B Debentures; and
c) expenses recorded in connection with the reevaluation of the Company’s derivative transactions and of a loan provided to U. Dori Energy Infrastructures Ltd. in the aggregate
amount of approximately €0.4 million during the nine months ended September 30, 2021, compared to an aggregate income of approximately €1.5 million during the nine months
ended September 30, 2020.
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• Taxes on income were approximately €0.6 million for the nine months ended September 30, 2021 compared to approximately €0.2 million for the nine months ended September 30, 2020. The
increase in taxes on income mainly results from the achievement of PAC of the Talasol PV Plant on January 27, 2021.
• Net loss was approximately €6.4 million for the nine months ended September 30, 2021, compared to approximately €5.7 million for the nine months ended September 30, 2020.
• Total other comprehensive loss was approximately €8.9 million for the nine months ended September 30, 2021, compared to a profit of approximately €3.1 million for the nine months ended
September 30, 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, as a result of
fluctuations in the euro/NIS exchange rates.
• Total comprehensive loss was approximately €15.4 million for the nine months ended September 30, 2021, compared to approximately €2.6 million for the nine months ended September 30,
2020.
• EBITDA was approximately €15.6 million for the nine months ended September 30, 2021, compared to a negative EBITDA of approximately €(1) million for the nine months ended September
30, 2020.
• Net cash from operating activities was approximately €12.9 million for the nine months ended September 30, 2021, compared to net cash used in operating activities of approximately €2.3
million for the nine months ended September 30, 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.
• As of December 1, 2021, the Company held approximately €59.2 million in cash and cash equivalents, €28 million in short term deposits and approximately €6.5 million in restricted short-term
and long-term cash.
• In December 2021, Talasol entered into a Facilities Agreement with European institutional lenders (the “Facilities Agreement”). The Facilities Agreement provides for the provision of a term
loan facility in two tranches: (i) a term loan in the amount of €155 million for 22.5 years, and (ii) a term loan in the amount of €20 million for 21 years (together, the “New Financing”). The
aggregate New Financing amount (€175 million), will be used by Talasol to repay the current outstanding project finance debt of Talasol in the amount of €121 million (the “Current
Financing”). The weighted average life of the New Financing is approximately 11.5 years, compared to an original weighted average life of 5.5 years of the Current Financing. The 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 Current Financing. Out of the New Financing amount, €6.9 million will be deposited in Talasol’s account as a debt service fund and €10 million will be deposited in
Talasol’s bank account as security for a letter of credit to the PPA provider (the “PPA Security Fund”). The PPA Security Fund will be reduced by €1 million every year, up to a minimum
amount of €3.5 million, which will be released at the expiration of the PPA. The financial closing of the New Financing is expected to occur in the coming weeks.
• In October 2021, the Company issued NIS 120 million par value of its unsecured non-convertible Series C Debentures (the “Additional Series C Debentures”) to Israeli classified investors in
a private placement (the “Private Placement”) for an aggregate gross consideration of approximately NIS 121.6 million, reflecting a price of NIS 1.0135 per NIS 1 principal amount. Following
completion of the private placement, the aggregate outstanding par value of the Company’s Series C Debentures is approximately NIS 414.6 million. The Additional Series C Debentures have
identical terms to the existing Series C Debentures of the Company.
Third Quarter 2021 CEO Review
Ran Fridrich, CEO and a board member of the Company, provided the following CEO review:
The results for the third quarter and of the nine months ended September 30, 2021 present a continuous improvement in revenues, gross profit and operating profit while maintaining a strong
cash flow from operations and are in line with the Company’s business plan. The third quarter was characterized by higher electricity prices in Europe, which had a positive effect on the
Company’s revenues from the sale of electricity in Spain. The higher electricity prices resulted in an increase in Talasol’s revenues that were derived from the production that is not subject to
the financial power swap (approximately 25% of the actual output of the Talasol PV plant) and in the revenues derived by the Company’s Spanish 7.9MW photovoltaic portfolio.
The Adjusted EBITDA for the nine months ended September 30, 2021 was approximately €21 million and the Adjusted FFO for the nine months ended September 30, 2021 was approximately
€14 million.
Alongside these improvements, the reevaluation during the third quarter of the financial power swap executed in connection with the Talasol PV plant was negative and amounted to
approximately €11.9 million, due to the substantial outstanding amount of the derivative (notional value of approximately €130 million). Such negative reevaluation is recorded as part of the
other comprehensive income (loss) and does not otherwise impact the Company’s profit and loss statement.
Subsequent to the balance sheet date, Talasol successfully entered into the Facilities Agreement to refinance the Talasol project. The new financing doubles the weighted average life of the
debt without any increase in interest rate, while increasing the coverage ratio from 1.3 to 1.7.
Following the anticipated closing of the Facilities Agreement, Talasol expects to distribute an aggregate amount of approximately €30 million to its shareholders, including the Company,
which holds 51% of Talasol. In addition, Talasol’s free cash will increase by approximately €3 million per year for the upcoming 9 years, thus increasing future distributions.
The Company is currently engaged in the construction of 2 main projects –
The development of photovoltaic projects that are in advanced stages in Italy (approximately 480 MW) is also progressing as planned. The initial 20 MW are expected to enter into EPC
agreements and issue limited notices to proceed in the upcoming days. An additional 100 MW are expected to receive final required permits shortly and construction is expected to
commence in the second half of 2022. Additional photovoltaic projects are being developed in Spain (150 MW) and in Israel (photovoltaic + storage).
The Company’s three main focal points are: improving the results of its operating projects, managing the construction of projects under construction, and developing the backlog of projects
that will be constructed in the coming years.
Use of NON-IFRS Financial Measures
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 “Adjusted EBITDA” and
“Adjusted FFO” to highlight the fact that in the calculation of these Non-IFRS financial measures the Company presents the revenues from 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 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 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 14 of this press release.
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• A 28 MW photovoltaic project in Spain – The construction is in advanced stages and connection to the electricity grid is expected in February 2022; and
• A 156 MW pumped storage project in the Menara cliff, Israel – the works are progressing as planned, the construction of the access tunnel is in progress and the construction of the
reservoirs and the low pressure tunnel will begin in the upcoming weeks, all in accordance with the planned schedules.
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
delays, technical and other disruptions in the operations or construction of the power plants owned by the Company or in the development efforts of the projects under development 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]
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• Approximately 7.9MW of photovoltaic power plants in Spain and a photovoltaic power plant of approximately 9MW 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 installed capacity of 300MW in the municipality of Talaván, Cáceres, Spain;
• Groen Gas Goor B.V., Groen Gas Oude-Tonge B.V. and Groen Gas Gelderland B.V., project companies operating anaerobic digestion plants in the Netherlands, with a green gas
production capacity of approximately 3 million, 3.8 million and 9.5 million (with a license to produce 7.5 million) Nm3 per year, respectively;
• 83.333% of Ellomay Pumped Storage (2014) Ltd., which is involved in a project to construct a 156 MW pumped storage hydro power plant in the Manara Cliff, Israel.
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Statements of Financial Position
- Convenience translation into US$ (exchange rate as at September 30, 2021: EUR 1 = US$ 1.16)
** Reclassified
5
September 30, December 31, September 30,
2021 2020 2021
(Unaudited) (Audited) (Unaudited)
Convenience
Translation
€ in thousands
into US$ in
thousands*
Assets
Current assets
Cash and cash equivalents 58,053 66,845 67,168
Marketable securities – 1,761 –
Short term deposits – 8,113 –
Restricted cash 4,216 – 4,878
Receivable from concession project 1,674 1,491 1,937
Trade and other receivables 11,146 9,825 12,896
75,089 88,035 86,879
Non-current assets
Investment in equity accounted investee 32,267 32,234 37,333
Advances on account of investments 1,561 2,423 1,806
Receivable from concession project 25,560 25,036 29,573
Fixed assets 325,564 264,095 376,682
Right-of-use asset 23,152 17,209 26,787
Intangible asset 4,580 4,604 5,299
Restricted cash and deposits 6,247 9,931 7,228
Deferred tax 8,264 3,605 9,562
Long term receivables 1,155 2,762 1,336
Derivatives 1,557 10,238 1,801
429,907 372,137 497,407
Total assets 504,996 460,172 584,286
Liabilities and Equity
Current liabilities
Current maturities of long term bank loans 12,447 10,232 14,401
Current maturities of long term loans 3,549 4,021 4,106
Debentures 13,296 10,600 15,384
Trade payables 3,939 12,387 4,557
Other payables 14,799 **6,044 17,123
Derivatives short term 5,983 **1,378 6,922
Lease liability short term 4,874 **490 5,639
58,887 45,152 68,132
Non-current liabilities
Lease liability 15,602 17,299 18,052
Liabilities to banks 144,506 134,520 167,196
Other long term loans 52,702 49,396 60,977
Debentures 83,787 72,124 96,943
Deferred tax 8,375 7,806 9,690
Other long term liabilities 6,178 513 7,148
Derivatives 12,764 8,336 14,768
323,914 289,994 374,774
Total liabilities 382,801 335,146 442,906
Equity
Share capital 25,578 25,102 29,594
Share premium 85,774 82,401 99,242
Treasury shares (1,736) (1,736) (2,009)
Transaction reserve with non-controlling Interests 5,145 6,106 5,953
Reserves 2,028 4,164 2,346
Retained earnings 1,130 8,191 1,307
Total equity attributed to shareholders of the Company 117,919 124,228 136,433
Non-Controlling Interest 4,276 798 4,947
Total equity 122,195 125,026 141,380
Total liabilities and equity 504,996 460,172 584,286
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Statements of Comprehensive Income (Loss) (in thousands, except per share data) - Convenience translation into US$ (exchange rate as at September 30, 2021: EUR 1 = US$ 1.16)
6
For the three months ended
September 30,
For the nine months ended
September 30,
For the year ended
December 31,
For the nine
months ended
September 30,
2021 2020 2021 2020 2020 2021
Unaudited Unaudited Audited Unaudited
€ in thousands
Convenience
Translation into
US$*
Revenues 13,311 2,630 32,766 6,844 9,645 37,911
Operating expenses (4,144) (1,264) (11,650) (3,410) (4,951) (13,479)
Depreciation and amortization expenses (3,992) (797) (11,048) (2,244) (2,975) (12,783)
Gross profit 5,175 569 10,068 1,190 1,719 11,649
Project development costs (726) (674) (1,845) (3,012) (3,491) (2,135)
General and administrative expenses (1,377) (1,122) (3,949) (3,326) (4,512) (4,569)
Share of profits of equity accounted investee 1,056 1,055 284 1,905 1,525 329
Other income – – – – 2,100 –
Operating profit (loss) 4,128 (172) 4,558 (3,243) (2,659) 5,274
Financing income 630 550 2,346 1,340 2,134 2,714
Financing income (expenses) in connection with
derivatives and warrants, net (462) 433 (403) 1,532 1,094 (466)
Financing expenses in connection with projects
finance (1,870) (524) (5,528) (1,368) (1,863) (6,396)
Financing expenses in connection with debentures (532) (438) (2,800) (1,390) (2,155) (3,240)
Interest expenses on minority shareholder loan (565) – (1,504) – – (1,740)
Other financing expenses (2,165) (1,202) (2,549) (2,404) (2,844) (2,949)
Financing expenses, net (4,964) (1,181) (10,438) (2,290) (3,634) (12,077)
Loss before taxes on income (836) (1,353) (5,880) (5,533) (6,293) (6,803)
Tax benefit (Taxes on income) (459) (72) (552) (160) 125 (639)
Loss for the period (1,295) (1,425) (6,432) (5,693) (6,168) (7,442)
Loss attributable to:
Owners of the Company (2,147) (940) (7,061) (4,411) (4,627) (8,170)
Non-controlling interests 852 (485) 629 (1,282) (1,541) 728
Loss for the period (1,295) (1,425) (6,432) (5,693) (6,168) (7,442)
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 3,904 (1,197) 5,588 (1,283) (482) 6,465
Effective portion of change in fair value of cash flow
hedges (7,444) 12,942 (12,646) 3,653 2,210 (14,632)
Net change in fair value of cash flow hedges
transferred to profit or loss (647) 528 (1,872) 718 555 (2,166)
Total other comprehensive income (loss) (4,187) 12,273 (8,930) 3,088 2,283 (10,333)
Total other comprehensive income (loss) attributable
to:
Owners of the Company (372) 5,531 (2,136) 794 881 (2,472)
Non-controlling interests (3,815) 6,742 (6,794) 2,294 1,402 (7,861)
Total other comprehensive income (loss) (4,187) 12,273 (8,930) 3,088 2,283 (10,333)
Total comprehensive income (loss) for the period (5,482) 10,848 (15,362) (2,605) (3,885) (17,775)
Total comprehensive income (loss) for the period
attributable to:
Owners of the Company (2,519) 4,591 (9,197) (3,617) (3,746) (10,642)
Non-controlling interests (2,963) 6,257 (6,165) 1,012 (139) (7,133)
Total comprehensive income (loss) for the period (5,482) 10,848 (15,362) (2,605) (3,885) (17,775)
Basic net loss per share (0.17) (0.07) (0.55) (0.36) (0.38) (0.64)
Diluted net loss per share (0.17) (0.07) (0.55) (0.36) (0.38) (0.64)
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Interim Statements of Changes in Equity (in thousands)
7
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 nine months ended September
30, 2021 (unaudited):
Balance as at January 1, 2021 25,102 82,401 8,191 (1,736) 3,823 341 6,106 124,228 798 125,026
Loss for the period – – (7,061) – – – – (7,061) 629 (6,432)
Other comprehensive loss for the
period – – – – 5,270 (7,406) – (2,136) (6,794) (8,930)
Total comprehensive loss for the
period – – (7,061) – 5,270 (7,406) – (9,197) (6,165) (15,362)
Transactions with owners of the
Company, recognized directly in
equity:
Issuance of Capital note to noncontrolling interest – – – – – – – – 8,682 8,682
Acquisition of shares in subsidiaries
from non-controlling interests – – – – – – (961) (961) 961 – Warrants exercise 454 3,348 – – – – – 3,802 – 3,802
Options exercise 22 – – – – – – 22 – 22
Share-based payments – 25 – – – – – 25 – 25
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
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Interim Statements of Changes in Equity (in thousands) (cont’d) - Reclassified – The Company capitalized financing expenses related to the equity investment amount provided in connection with Manara PSP in order to reflect more appropriately the nature
and the way in which economic benefits are expected to be derived from the use of such costs.
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 three months ended
September 30, 2021 (unaudited):
Balance as at July 1, 2021 25,578 85,762 *3,277 (1,736) 5,459 (3,059) 5,145 120,426 7,239 127,665
Loss for the period – – (2,147) – – – – (2,147) 852 (1,295)
Other comprehensive loss for the
period – – – – 3,634 (4,006) – (372) (3,815) (4,187)
Total comprehensive loss for the
period – – (2,147) – 3,634 (4,006) – (2,519) (2,963) (5,482)
Transactions with owners of the
Company, recognized directly in
equity:
Share-based payments – 12 – – – – – 12 – 12
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
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Statements of Changes in Equity (in thousands) (cont’d)
9
Noncontrolling Total
Attributable to shareholders of the Company Interests Equity
Retained
earnings
(accumulated
deficit)
Translation
reserve
from
foreign
operations
Transaction
reserve
with
noncontrolling
Interests
Share
Capital
Share
Premium
Treasury
shares
Hedging
Reserve Total
€ in thousands
For the nine months ended September
30, 2020:
Balance as at January 1, 2020 21,998 64,160 12,818 (1,736) 4,356 (1,073) 6,106 106,629 937 107,566
Loss for the period – – (4,411) – – – – (4,411) (1,282) (5,693)
Other comprehensive loss for the
period – – – – (1,393) 2,187 – 794 2,294 3,088
Total comprehensive loss for the
period – – (4,411) – (1,393) 2,187 – (3,617) 1,012 (2,605)
Transactions with owners of the
Company, recognized directly in
equity:
Options exercise 20 – – – – – – 20 – 20
Share-based payments – 28 – – – – – 28 – 28
Issuance of ordinary shares 3,084 18,191 – – – – – 21,275 – 21,275
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
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Interim Statements of Changes in Equity (in thousands) (cont’d)
10
Noncontrolling Total
Attributable to shareholders of the Company Interests Equity
Translation
Reserve
from
foreign
operations
Transaction
reserve
with
noncontrolling
Interests
Share
capital
Share
premium
Retained
earnings
Treasury
shares
Hedging
Reserve 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
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Interim Statements of Changes in Equity (in thousands) (cont’d) - Convenience translation into US$ (exchange rate as at September 30, 2021: EUR 1 = US$ 1.16)
11
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
Convenience translation into US$*
For the nine months ended September
30, 2021 (unaudited):
Balance as at January 1, 2021 29,044 95,339 9,477 (2,009) 4,423 395 7,065 143,734 923 144,657
Loss for the period – – (8,170) – – – – (8,170) 728 (7,442)
Other comprehensive loss for the
period – – – – 6,097 (8,569) – (2,472) (7,861) (10,333)
Total comprehensive loss for the
period – – (8,170) – 6,097 (8,569) – (10,642) (7,133) (17,775)
Transactions with owners of the
Company, recognized directly in
equity:
Issuance of Capital note to noncontrolling interest – – – – – – – – 10,045 10,045
Buy of shares in subsidiaries from
non-controlling interests – – – – – – (1,112) (1,112) 1,112 – Warrants exercise 525 3,874 – – – – – 4399 – 4,399
Options exercise 25 – – – – – – 25 – 25
Share-based payments – 29 – – – – – 29 – 29
Balance as at September 30, 2021 29,594 99,242 1,307 (2,009) 10,520 (8,174) 5,953 136,433 4,947 141,380
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Unaudited Interim Statements of Cash Flows - Convenience translation into US$ (exchange rate as at September 30, 2021: EUR 1 = US$ 1.16)
12
For the three months ended
September 30,
For the nine months ended
September 30,
For the year ended
December 31,
For the nine
months ended
September 30,
2021 2020 2021 2020 2020 2021
Unaudited Unaudited Audited Unaudited
€ in thousands
Convenience
Translation into
US$*
Cash flows from operating activities
Loss for the period (1,295) (1,425) (6,432) (5,693) (6,168) (7,442)
Adjustments for:
Financing expenses, net 4,964 1,181 10,438 2,290 3,634 12,077
Depreciation and amortization 3,992 797 11,048 2,244 2,975 12,783
Share-based payment transactions 12 8 25 28 50 29
Share of profits of equity accounted investee (1,056) (1,055) (284) (1,905) (1,525) (329)
Payment of interest on loan from an equity accounted
investee – – 859 582 582 994
Change in trade receivables and other receivables (4,301) (858) (6,425) (731) (3,868) (7,434)
Change in other assets 582 618 (200) 384 179 (231)
Change in receivables from concessions project 556 519 1,313 1,223 1,426 1,519
Change in trade payables 928 (304) (13) (339) 190 (15)
Change in other payables 3,499 469 6,807 837 (1,226) 7,876
Income tax expense (tax benefit) 459 72 552 160 (125) 639
Income taxes paid – (88) (15) (88) (119) (17)
Interest received 406 445 1,327 1,314 2,075 1,535
Interest paid (2,243) (728) (6,100) (2,581) (3,906) (7,058)
Net cash from (used in) operating activities 6,503 (349) 12,900 (2,275) (5,826) 14,926
Cash flows from investing activities
Acquisition of fixed assets (8,785) (22,398) (72,578) (103,678) (128,420) (83,974)
Acquisition of subsidiary, net of cash acquired – – – – (7,464) –
VAT associated with the acquisition of fixed assets 2,310 – 2,310 – – 2,673
Repayment of loan by an equity accounted investee – – 1,400 1,923 1,978 1,620
Loan to an equity accounted investee (52) – (296) – (181) (342)
Advances on account of investments – (1,554) (8) (1,554) (1,554) (9)
Settlement of derivatives contract – – (252) – – (292)
Proceeds (investment) in restricted cash, net (19) (230) (204) 22,350 23,092 (236)
Proceeds (investment) in short term deposit – (1,407) 8,533 (1,407) (1,323) 9,873
Proceeds from marketable securities – 1,364 1,785 1,364 1,800 2,065
Acquisition of marketable securities – – – – (1,481) –
Compensation as per agreement with Erez Electricity
Ltd – – – 1,418 1,418 –
Net cash used in investing activities (6,546) (24,225) (59,310) (79,584) (112,135) (68,622)
Cash flows from financing activities
Sale of shares in subsidiaries to non-controlling
interests – – 1,400 – 1,620
Proceeds from options – 20 22 20 20 25
Cost associated with long term loans (1,122) – (1,319) – (734) (1,526)
Proceeds from long term loans 39 21,291 32,515 101,837 111,357 37,620
Repayment of long-term loans (7,360) – (10,750) (2,766) (3,959) (12,438)
Repayment of Debentures – – (30,730) (26,923) (26,923) (35,555)
Issuance / exercise of warrants – 3,675 320 2,544 4,252
Issuance of ordinary shares – 8,087 – 21,275 21,275 –
Repayment of Lease liability (4,086) – (4,086) – – (4,728)
Proceeds from issue of convertible debentures – – 15,571 – – 18,016
Proceeds from issuance of Debentures, net – – 25,465 – 38,057 29,463
Net cash from (used in) financing activities (12,529) 29,398 31,763 93,763 141,637 36,749
Effect of exchange rate fluctuations on cash and cash
equivalents 3,366 (2,067) 5,855 (2,424) (1,340) 6,774
Increase (decrease) in cash and cash equivalents (9,206) 2,757 (8,792) 9,480 22,336 (10,173)
Cash and cash equivalents at the beginning of the
period 67,259 51,232 66,845 44,509 44,509 77,341
Cash and cash equivalents at the end of the period 58,053 53,989 58,053 53,989 66,845 67,168
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).
13
PV Total
Italy Spain
Ellomay
Solar1 Talasol Israel2
Bio
Gas Dorad
Manara
PSP
reportable
segments Reconciliations Consolidated
For the nine months ended September 30, 2021
Unaudited
€ in thousands
Revenues – 2,194 –
320,330 3,339 9,417 38,625 – 73,905 (41,139) 32,766
Operating expenses – (738) – (3,004) (272) (7,636) (29,199) – (40,849) 29,199 (11,650)
Depreciation expenses – (678) – (7,673) (1,745) (2,337) (4,070) – (16,503) 5,455 (11,048)
Gross profit (loss) – 778 – 9,653 1,322 (556) 5,356 – 16,553 (6,485) 10,068
Project development
costs (1,845)
General and
administrative
expenses (3,949)
Share of loss of equity
accounted investee 284
Operating profit 4,558
Financing income 2,346
Financing expenses in
connectionand with
derivatives and
warrants, net (403)
Financing expenses,
net (12,381)
Loss before taxes
on Income (5,880)
Segment assets as at
September 30, 2021 1,091 14,795 7,849 241,161 37,355 34,616 115,187 97,487 549,541 (44,544) 504,997
Ellomay Capital Ltd. and its Subsidiaries
Reconciliation of Loss to EBITDA (in thousands) - Convenience translation into US$ (exchange rate as at September 30, 2021: EUR 1 = US$ 1.16)
Reconciliation of Loss to Adjusted EBITDA and to Adjusted FFO
14
For the three months ended
September 30,
For the nine months ended
September 30,
For the year ended
December 31,
For the nine
months ended
September 30,
2021 2020 2021 2020 2020 2021
Unaudited
€ in thousands Convenience
Translation into
US$*
Loss for the period (1,295) (1,425) (6,432) (5,693) (6,168) (7,442)
Financing expenses, net 4,964 1,181 10,438 2,290 3,634 12,077
Taxes on income 459 72 552 160 (125) 639
Depreciation 3,992 797 11,048 2,244 2,975 12,783
EBITDA 8,120 625 15,606 (999) 316 18,057
For the nine months ended
September 30, 2021
Unaudited
€ in thousands
Loss for the period (6,432)
Financing expenses, net 10,438
Taxes on income 552
Depreciation 11,048
Adjustment to the Share of loss of equity accounted investee to include the Company’s share in distributions 1,975
Adjustment to the revenues of the Talmei Yosef PV Plant due to calculation based on the fixed asset model 2,514
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 20,990
Taxes on income (552)
Interest and SWAP expenses on bank loans and debentures (6,409)
Adjusted FFO 14,029
Information for the Company’s Debenture Holders
Pursuant to the Deeds of Trust governing the Company’s Series C and Series D Debentures (together, the “Debentures”), the Company is required to maintain certain financial covenants. For
more information, see Item 5.B of the Company’s Annual Report on Form 20-F submitted to the Securities and Exchange Commission on March 31, 2021 and below.
Net Financial Debt
As of September 30, 2021, the Company’s Net Financial Debt, (as such term is defined in the Deeds of Trust of the Company’s Debentures), was approximately €32 million (consisting of
approximately €243.34
million of short-term and long-term debt from banks and other interest bearing financial obligations, approximately €90.15
million in connection with the Series C Debentures
issuances (in July 2019, October 2020 and February 2021) and Series D Debentures issuance (in February 2021), net of approximately €58.1 million of cash and cash equivalents, short-term
deposits and marketable securities and net of approximately €243.36
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 €11.4 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).
15
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 €122.2 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 20.8%, and (iii) the ratio of the Company’s Net Financial Debt to the Company’s Adjusted
EBITDA7
, was 1.6.
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 September 30, 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.”
16
For the four quarter period
ended September 30, 2021
Unaudited
€ in thousands
Loss for the period (6,907)
Financing expenses, net 11,782
Taxes on income 267
Depreciation 11,779
Adjustment to revenues of the Talmei Yosef PV Plant due to calculation based on the fixed asset model 3,112
Share-based payments 47
Adjusted EBITDA as defined the Series C Deed of Trust 20,080
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 September 30, 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 €134 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 19.3%, and (iii) the
ratio of the Company’s Net Financial Debt to the Company’s Adjusted EBITDA8
was 1.2.
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 September 30, 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.”
9
The adjustment is based on the results of the Talasol Project since January 27, 2021 and of the biogas plant in Gelderland since January 1, 2021. The results of the biogas plant in Gelderland
were not included in the profit and loss statement of the Company for the year ended December 31, 2020.
