Tel-Aviv, Israel, September 22, 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 unaudited financial results for the three month period ended June 30, 2022.
Financial Highlights
• Revenues were approximately €29.2 million for the six months ended June 30, 2022, compared to approximately €20.4 million for the six months ended June 30, 2021. This increase mainly
results from the substantial increase in electricity prices in Spain.
• Operating expenses were approximately €13.1 million for the six months ended June 30, 2022, compared to approximately €7.6 million for the six months ended June 30, 2021. Depreciation
expenses were approximately €8 million for the six months ended June 30, 2022, compared to approximately €7.1 million for the six months ended June 30, 2021. The increase in operating
expenses mainly results from the introduction of the Spanish RDL 17/2021 that established the reduction, until June 30, 2022, 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. The
increase in operating expenses also resulted from the Company’s biogas operations in the Netherlands that were impacted by the war in Ukraine causing shortages in certain raw
materials and an increase in delivery prices. The increase in depreciation and amortization expenses is mainly attributable to the recognition of results of the Talasol PV Plant for the
entire first half of 2022, compared to a partial recognition (commencing upon the achievement of PAC of the Talasol PV Plant on January 27, 2021) in 2021.
• Project development costs were approximately €1.6 million for the six months ended June 30, 2022, compared to approximately €1.1 million for the six months ended June 30, 2021. The
increase in project development costs is mainly due to the advancing development of photovoltaic projects in Italy.
• General and administrative expenses were approximately €3.3 million for the six months ended June 30, 2022, compared to approximately €2.6 million for the six months ended June 30,
- The increase is mostly due to increased D&O liability insurance costs, increase in management fee paid pursuant to the new Management Services Agreement effective July 1,
2021, and an increase in salaries paid to employees.
• Share of losses of equity accounted investee, after elimination of intercompany transactions, was approximately €0.6 million for the six months ended June 30, 2022, compared to
approximately €0.8 million for the six months ended June 30, 2021.
• Financing expenses, net was approximately €2.2 million for the six months ended June 30, 2022, compared to approximately €6.1 million for the six months ended June 30, 2021. The
decrease in financing expenses, net, was mainly attributable to income resulting from exchange rate differences amounting to approximately €2.6 million in six months ended June 30,
2022, mainly in connection with the New Israeli Shekel (“NIS”) cash and cash equivalents and the Company’s NIS denominated debentures, compared to expenses in the amount of
approximately €0.2 million for the six months ended June 30, 2021, caused by the 3.3% appreciation of the euro against the NIS during the six months ended June 30, 2022, compared to
the 0.8% devaluation of the euro against the NIS during the six months ended June 30, 2021, income resulting from indexation to the increasing Israeli consumer price index (CPI) and
expenses recorded in 2021 amounting to approximately €0.8 million in connection with the early repayment of the Company’s Series B Debentures.
• Taxes on income were approximately €1.1 million for the six months ended June 30, 2022, compared to approximately €0.3 million for the six months ended June 30, 2021. The increase is
mainly due to the substantial increase in electricity prices in Spain, resulting in higher taxable income of the Company’s Spanish subsidiaries.
• Loss for the six months ended June 30, 2022 was approximately €0.6 million, compared to a loss of approximately €5.2 million for the six months ended June 30, 2021.
CEO Review Second Quarter 2022
In the first half and the second quarter of 2022, the Company met the goals it set for itself. Compared to the corresponding period last year, the Company recorded an increase of approximately
43% in its revenues, which were higher than the projected revenues for the period. The cash flow from operations for the first half of 2022 was approximately €8 million, after deduction of a nonrecurring advance payment of income tax as per a tax assessment agreement (timing differences of payable income tax) to the Israeli Tax Authority in connection with the Talmei Yosef PV Plant in
the amount of approximately €3.2 million.
The profit for the second quarter of 2022 almost doubled compared to the corresponding period last year, and the net profit for the quarter was approximately €2.8 million, compared to a loss of
approximately €2.5 million in the corresponding quarter last year.
Based on the preliminary results of the third quarter of 2022 currently available to the Company, it is expected that the Company will meet the goals it set for itself for the first nine months of 2022.
• Total other comprehensive loss was approximately €34.8 million for the six months ended June 30, 2022, compared to approximately €4.7 million for the six months ended June 30, 2021.
The increase in total other comprehensive loss mainly resulted from changes in fair value of cash flow hedges, including a material reduction in the fair value of the financial power swap
(the “Talasol PPA”) that covers approximately 80% of the output of the Talasol PV Plant. The Talasol PPA experienced a high volatility due to the substantial increase in electricity
prices in Europe since the commencement of the military conflict between Russia and Ukraine. In accordance with hedge accounting standards, the changes in the Talasol PPA’s fair
value are recorded in the Company’s shareholders’ equity through a hedging reserve and not through the accumulated deficit/retained earnings. The changes do not impact the
Company’s consolidated net profit/loss or the Company’s consolidated cash flows. As the Company controls Talasol, the total impact of the changes in fair value of the Talasol PPA
(including the minority share) is consolidated into the Company’s financial statements and total equity. Alongside the decrease in fair value of the Talasol PPA, the increase in the
electricity prices is expected to have a positive impact on Talasol’s revenues from the sale of the capacity that is not subject to the Talasol PPA, resulting in an expected increase in
Talasol’s net income and cash flows.
• Total comprehensive loss was approximately €35.4 million for the six months ended June 30, 2022, compared to approximately €9.9 million for the six months ended June 30, 2021.
• The Company’s current liabilities as of June 30, 2022 include a liability in the amount of approximately €39 million in connection with current maturities of the Talasol PPA resulting from
the decrease in the fair value of the Talasol PPA. The decrease in the fair value of the Talasol PPA does not impact the Company’s cash flow as Talasol’s revenues from the sale of
electricity are expected to exceed its liability and payments to the Talasol PPA provider. Pursuant to the applicable accounting rules, the Company is required to recognize the fair value
of expected future payments to the Talasol PPA provider as a liability but it does not recognize the expected revenues from the Talasol PV Plant as assets.
• EBITDA was approximately €10.6 million for the six months ended June 30, 2022, compared to approximately €8.4 million for the six months ended June 30, 2021. See the table on page 12
of this press release for a reconciliation of these numbers to profit and loss.
• Net cash provided by operating activities was approximately €8 million for the six months ended June 30, 2022, compared to approximately €7.3 million for the six months ended June 30, - The net cash provided by operating activities for the six months ended June 30, 2022, included a nonrecurring advance payment of income tax as per a tax assessment agreement
(timing differences of payable income tax) to the Israeli Tax Authority in connection with the Talmei Yosef PV Plant in the amount of approximately €3.2 million.
• As required under an amendment to IAS 16, “Property, Plant and Equipment” (the “Amendment”), the Company retrospectively applied the Amendment and revised the financial
results as of and for the year ended December 31, 2021, and for the six months ended June 30, 2021. The Amendment required the Company to recognize the results of the Talasol PV
Plant commencing connection to the grid (December 2020) instead of recognizing results commencing achievement of PAC (Preliminary Acceptance Certificate), which occurred on
January 27, 2021. The revisions mainly included recognizing an increase in the balance of fixed assets against a corresponding increase in retained earnings and deferred tax as of
December 31, 2021, and an increase in revenues and expenses, with a corresponding decrease in tax benefit and in the net loss for the six months ended June 30, 2021 and the year ended
December 31, 2021.
The Company operates on two main levels: the development of a backlog of projects in the PV field in Italy, Spain and Israel, and the construction and operation of projects. Currently, a pumped
hydro storage project in the Manara Cliff in Israel, which is a mega project in scope, is under construction. In addition, 20 MV PV plants are also under advanced construction in Italy.
Activity in Spain: The Ellomay Solar project (28 MW PV) was connected to the electricity grid towards the end of the second quarter of 2022, therefore its effect on the quarter was negligible.
During the third quarter of 2022 this PV plant operated at full capacity and the expected revenues from it for the third quarter of 2022 are approximately €2.5-3 million. The Talasol PV plant (300
MW PV), 51% held by the Company, met all expectations and in the first half of 2022 generated revenues in the amount of approximately €20.4 million.
Activity in Italy: The Company has approximately 600 MW PV projects under advanced development stages, of which licenses have been obtained for approximately 200 MW. Of these 200 MW
PV projects, 20 MW are under advanced construction and the remainder (approximately 180 MW) are awaiting the results of a contractor tender which is expected to be finalized at the end of
September 2022. The construction agreements are expected to be signed following the decision with respect to the contractor, and construction work will commence thereafter.
The Company has additional projects in earlier development stages and the intention is to reach a portfolio of approximately 1,000 MW PV in various degrees of development and operations by
the year 2025.
The Company is negotiating a financing agreement for the financing of 600 MW PV projects that are in advanced development stages with a leading European bank in the field.
Activity in Israel: The Company is engaged in the construction and management of the Manara Cliff pumped storage project, which is in advanced construction.
The development of the licenses for the construction of 40 MW PV + 80 MW/hour storage in batteries is in advanced stages. A connection to the electricity grid was guaranteed for a large part
of the project, the tender for contractors was concluded and a winning contractor was selected. The Company is in negotiations with financing entities for the purpose of obtaining financing for
the project.
The Company continues to develop a portfolio of land for future projects in the field of PV and battery storage, including the potential expansion of the Talmei Yosef project.
Activity in the Netherlands: In connection with the war 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 of which is
pushing the price of the green certificates upwards and as of today the price of the aforementioned certificates has increased from 13–15-euro cents per certificate to around 45-euro cents per
certificate. The gas price for 2023, which is determined on the basis of the 2022 average, is also expected to be above 90-euro cents per cubic meter, a price that is higher than the cap of the
subsidy (75-euro cents per cubic meter). Therefore, in 2023 and possibly also in 2024 the Company will examine the possibility of temporarily exiting the subsidy regime. Not using the subsidy
during 2023 and 2024 will enable the Company to postpone the termination of the subsidy period (originally 12 years) by two years.
Green certificates are issued according to the amount of green gas supplied by the Company’s plants, whereby for every cubic meter supplied, the Company receives one green certificate. The
Company currently expects to produce approximately 14 million cubic meters of green gas during 2023, which are expected to be sold at an average price of 45 Eurocents per certificate. The
expected income to the Company is therefore approximately €6 million for 2023, compared to an average income from the sale of green certificates of approximately €2 million in previous years.
On the other hand, due to the war in Ukraine, there was an increase in the price of feedstock, which is based on agricultural residues, and in the cost of transportation and the price of electricity
(which increased tenfold). These circumstances caused an increase in expenses, however the Company expects that the increase in income will exceed the increase in expenses. The increase in
income is already partially reflected in the high prices of the green certificates and is expected to continue to be reflected next year as prices of green certificates are expected to continue to
increase, and in addition gas prices are also expected to be high.
The increase in electricity prices in the Netherlands did not substantially affect 2 of the 3 biogas facilities owned by the Company, which produce the electricity and heat they consume for
themselves. However, the Gelderland project, which was acquired in December 2020, is not equipped with the means to self-generate electricity and heat and is required to pay for the electricity,
and therefore was negatively affected by the increase in the price of electricity. In May 2022, the Company received notification of approval for a subsidy for generation of electricity and heat in
Gelderland and, in August 2022, a generator (CHP) was ordered and is expected to start producing electricity for the Gelderland facility this December or January.
The Company estimates that with the increasing importance of the biogas field, this field will enter a new period which is expected to substantially improve the results of the Company’s biogas
facilities.
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 similarlytitled 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 12 of this press release.
About Ellomay Capital Ltd.
Ellomay is an Israeli based company whose shares are registered with the NYSE American and with the Tel Aviv Stock Exchange under the trading symbol “ELLO”. Since 2009, Ellomay Capital
focuses its business in the renewable energy and power sectors in Europe and Israel.
To date, Ellomay has evaluated numerous opportunities and invested significant funds in the renewable, clean energy and natural resources industries in Israel, Italy and Spain, including:
For more information about Ellomay, visit http://www.ellomay.com.
Information Relating to Forward-Looking Statements
This press release contains forward-looking statements that involve substantial risks and uncertainties, including statements that are based on the current expectations and assumptions of the
Company’s management. All statements, other than statements of historical facts, included in this press release regarding the Company’s plans and objectives, expectations and assumptions of
management are forward-looking statements. The use of certain words, including the words “estimate,” “project,” “intend,” “expect,” “believe” and similar expressions are intended to identify
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company may not actually achieve the plans, intentions or expectations disclosed in
the forward-looking statements and you should not place undue reliance on the Company’s forward-looking statements. Various important factors could cause actual results or events to differ
materially from those that may be expressed or implied by the Company’s forward-looking statements, including the impact of continued war between Russia and Ukraine, including its impact on
electricity prices, availability of raw materials and disruptions in supply changes, 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, including 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, 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: hilai@ellomay.com
• 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 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 Manara Cliff, Israel.
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Interim Statements of Financial Position
- Convenience translation into US$ (exchange rate as at June 30, 2022: euro 1 = US$ 1.039)
June 30, December 31, June 30,
2022 2021 2022
(Unaudited) (Audited) (Unaudited)
€ in thousands
Convenience
Translation into
US$ in thousands*
Assets
Current assets:
Cash and cash equivalents 59,951 41,229 62,287
Marketable securities 1,761 1,946 1,830
Short term deposits – 28,410 –
Restricted cash 4,280 1,000 4,447
Receivable from concession project 1,786 1,784 1,856
Trade and other receivables 10,744 9,487 11,163
78,522 83,856 81,583
Non-current assets
Investment in equity accounted investee 32,410 34,029 33,673
Advances on account of investments 1,554 1,554 1,615
Receivable from concession project 25,991 26,909 27,004
Fixed assets 352,680 340,897 366,424
Right-of-use asset 23,360 23,367 24,270
Intangible asset 4,418 4,762 4,590
Restricted cash and deposits 20,379 15,630 21,174
Deferred tax 23,723 12,952 24,648
Long term receivables 8,581 5,388 8,915
Derivatives 2,718 2,635 2,824
495,814 468,123 515,137
Total assets 574,336 551,979 596,720
Liabilities and Equity
Current liabilities
Current maturities of long-term bank loans 12,306 126,180 12,786
Current maturities of long-term loans 10,000 16,401 10,390
Current maturities of debentures 19,785 19,806 20,556
Trade payables 2,059 2,904 2,138
Other payables 20,120 20,806 20,904
Current maturities of derivatives 38,996 14,783 40,516
Current maturities of lease liabilities 675 4,329 701
103,941 205,209 107,991
Non-current liabilities
Long-term lease liabilities 16,206 15,800 16,838
Long-term loans 217,845 39,093 226,335
Other long-term bank loans 25,754 37,221 26,758
Debentures 93,973 117,493 97,635
Deferred tax 6,409 9,044 6,659
Other long-term liabilities 3,324 3,905 3,454
Derivatives 24,198 10,107 25,141
387,709 232,663 402,820
Total liabilities 491,650 437,872 510,811
Equity
Share capital 25,605 25,605 26,603
Share premium 85,943 85,883 89,292
Treasury shares (1,736) (1,736) (1,804)
Transaction reserve with non-controlling Interests 5,697 5,697 5,919
Reserves (11,763) 7,288 (12,221)
Accumulated deficit (8,121) (6,899) (8,437)
Total equity attributed to shareholders of the Company 95,625 115,838 99,352
Non-Controlling Interest (12,939) (1,731) (13,443)
Total equity 82,686 114,107 85,909
Total liabilities and equity 574,336 551,979 596,720
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Interim Statements of Profit or Loss and Other Comprehensive Income or Loss
For the Three months
ended June 30,
For the Six months
ended June 30,
For the year ended
December 31,
For the six months
ended June 30,
2022 2021 2022 2021 2021 2022
Unaudited Unaudited Audited Unaudited
€ in thousands € in thousands € in thousands
Convenience
Translation into
US$ in thousands*
Revenues 17,435 13,193 29,196 20,393 45,721 30,334
Operating expenses (7,161) (4,355) (13,132) (7,572) (17,590) (13,644)
Depreciation and amortization expenses (3,964) (4,025) (7,978) (7,076) (15,116) (8,289)
Gross profit 6,310 4,813 8,086 5,745 13,015 8,401
Project development costs (843) (614) (1,554) (1,119) (2,508) (1,615)
General and administrative expenses (1,820) (1,309) (3,297) (2,572) (5,661) (3,425)
Share of profits of equity accounted investee (833) (1,389) (602) (772) 117 (625)
Operating profit 2,814 1,501 2,633 1,282 4,963 2,736
Financing income 3,630 850 4,439 1,716 2,931 4,612
Financing income (expenses) in connection with
derivatives and warrants, net 372 15 338 (109) (841) 351
Financing expenses in connection with projects
finance (2,524) (2,193) (3,889) (3,658) (17,800) (4,041)
Financing expenses in connection with debentures (314) (788) (1,343) (2,764) (3,220) (1,395)
Interest expenses on minority shareholder loan (349) (557) (892) (939) (2,055) (927)
Other financing expenses (50) (699) (834) (384) (5,899) (867)
Financing income (expenses), net 765 (3,372) (2,181) (6,138) (26,884) (2,267)
Profit (loss) before taxes on income 3,579 (1,871) 452 (4,856) (21,921) 469
Tax benefit (Taxes on income) (808) (625) (1,087) (306) 2,281 (1,129)
Profit (loss) for the period 2,771 (2,496) (635) (5,162) (19,640) (660)
Profit (loss) attributable to:
Owners of the Company 1,712 (3,183) (1,222) (5,252) (15,090) (1,270)
Non-controlling interests 1,059 687 587 90 (4,550) 610
Profit (loss) for the period 2,771 (2,496) (635) (5,162) (19,640) (660)
Other comprehensive income (loss) item
that after initial recognition in comprehensive
income (loss) were or will be transferred to profit or
loss:
Foreign currency translation differences for foreign
operations (3,585) 1,122 (3,683) 1,684 12,284 (3,826)
Effective portion of change in fair value of cash flow
hedges 8,844 (3,273) (31,942) (5,202) (13,429) (33,186)
Net change in fair value of cash flow hedges
transferred to profit or loss 794 (221) 821 (1,225) (3,353) 853
Total other comprehensive income (loss) 6,053 (2,372) (34,804) (4,743) (4,498) (36,159)
Total other comprehensive income (loss) attributable
to:
Owners of the Company 1,618 (652) (19,051) (1,764) 3,124 (19,793)
Non-controlling interests 4,435 (1,720) (15,753) (2,979) (7,622) (16,366)
Total other comprehensive income (loss) for the
period 6,053 (2,372) (34,804) (4,743) (4,498) (36,159)
Total comprehensive income (loss) for the period 8,824 (4,868) (35,439) (9,905) (24,138) (36,819)
Total comprehensive income (loss) attributable to:
Owners of the Company 3,330 (3,835) (20,273) (7,016) (11,966) (21,063)
Non-controlling interests 5,494 (1,033) (15,166) (2,889) (12,172) (15,756)
Total comprehensive income (loss) for the period 8,824 (4,868) (35,439) (9,905) (24,138) (36,819)
Basic net earnings (loss) per share 0.13 (0.25) (0.10) (0.41) (1.18) (0.10)
Diluted net earnings (loss) per share 0.13 (0.25) (0.10) (0.41) (1.18) (0.10)
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Statements of Changes in Equity
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 six months ended
June 30, 2022 (Unaudited):
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 period – – (1,222) – – – – (1,222) 587 (635)
Other comprehensive loss for the
period – – – – (3,466) (15,585) – (19,051) (15,753) (34,804)
Total comprehensive loss for the
period – – (1,222) – (3,466) (15,585) – (20,273) (15,166) (35,439)
Transactions with owners of the
Company, recognized directly in
equity:
Issuance of Capital note to noncontrolling interest – – – – – – – – 3,958 3,958
Share-based payments – 60 – – – – – 60 – 60
Balance as at June 30, 2022 25,605 85,943 (8,121) (1,736) 11,899 (23,662) 5,697 95,625 (12,939) 82,686
For the six months ended
June 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
Profit (loss) for the period – – (5,252) – – – – (5,252) 90 (5,162)
Other comprehensive income (loss)
for the period – – – – 1,636 (3,400) – (1,764) (2,979) (4,743)
Total comprehensive income (loss)
for the period – – (5,252) – 1,636 (3,400) – (7,016) (2,889) (9,905)
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 – 13 – – – – – 13 – 13
Balance as at June 30, 2021 25,578 85,762 2,939 (1,736) 5,459 (3,059) 5,145 120,088 7,552 127,640
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Interim Statements of Changes in Equity (cont’d)
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 – – (15,090) – – – – (15,090) (4,550) (19,640)
Other comprehensive income (loss)
for the year – – – – 11,542 (8,418) – 3,124 (7,622) (4,498)
Total comprehensive income (loss)
for the year – – (15,090) – 11,542 (8,418) – (11,966) (12,172) (24,138)
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 – – – – – – (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 (6,899) (1,736) 15,365 (8,077) 5,697 115,838 (1,731) 114,107
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Interim Statements of Changes in Equity (cont’d)
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$ (exchange rate as at June 30, 2022: euro 1 = US$ 1.039)
For the six month ended June 30,
2022 (unaudited):
Balance as at January 1, 2022 26,603 89,230 (7,167) (1,804) 15,964 (8,392) 5,919 120,353 (1,799) 118,554
Profit (loss) for the period – – (1,270) – – – – (1,270) 610 (660)
Other comprehensive loss for the
period – – – – (3,601) (16,192) – (19,793) (16,366) (36,159)
Total comprehensive loss for the
period – – (1,270) – (3,601) (16,192) – (21,063) (15,756) (36,819)
Transactions with owners of the
Company, recognized directly in
equity:
Issuance of Capital note to noncontrolling interest – – – – – – – – 4,112 4,112
Share-based payments – 62 – – – – – 62 – 62
Balance as at June 30, 2022 26,603 89,292 (8,437) (1,804) 12,363 (24,584) 5,919 99,352 (13,443) 85,909
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Interim Statements of Cash Flow - Convenience translation into US$ (exchange rate as at June 30, 2022: euro 1 = US$ 1.039)
For the three months
ended June 30,
For the six months
ended June 30,
For the year ended
December 31,
For the six months
ended June 30
2022 2021 2022 2021 2021 2022
Unaudited Unaudited Audited Unaudited
€ in thousands
Convenience
Translation into
US$*
Cash flows from operating activities
Loss for the period 2,771 (2,496) (635) (5,162) (19,640) (660)
Adjustments for:
Financing expenses, net (765) 3,372 2,181 6,138 26,884 2,267
Profit from settlement of derivatives contract – – – (407) (407) –
Depreciation and amortization 3,964 4,025 7,978 7,076 15,116 8,289
Share-based payment transactions 60 6 60 13 63 62
Share of losses (profits) of equity accounted
investees 833 1,389 602 772 (117) 625
Payment of interest on loan by an equity accounted
investee – 859 – 859 859 –
Change in trade receivables and other receivables 235 (942) (2,579) (2,124) (1,883) (2,680)
Change in other assets (1,788) (812) 53 (782) (545) 55
Change in receivables from concessions project (802) 536 (550) 757 1,580 (571)
Change in trade payables (726) (559) (801) (941) 154 (832)
Change in other payables 2,604 2,119 7,878 3,715 2,380 8,185
Income tax expense (tax benefit) 808 625 1,087 306 (2,281) 1,129
Income taxes paid (3,255) (15) (3,255) (15) (94) (3,382)
Interest received 451 494 922 921 1,844 958
Interest paid (4,520) (2,651) (4,924) (3,857) (7,801) (5,116)
Net cash provided by (used in) operating activities (130) 5,950 8,017 7,269 16,112 8,329
Cash flows from investing activities
Acquisition of fixed assets (6,747) (39,012) (22,274) (64,665) (83,682) (23,142)
VAT associated with the acquisition 2,225 – – – – –
Repayment of loan by an equity accounted investee 149 1,400 149 1,400 1,400 155
Loan to an equity accounted investee – (131) – (244) (335) –
Advances on account of investments – (8) – (8) – –
Settlement of derivatives contract – – (528) (252) (976) (549)
Proceeds (investment) in restricted cash, net (9,344) (639) (8,241) (185) (5,990) (8,562)
Proceeds (investment) in short term deposit 27,645 – 27,645 8,533 (18,599) 28,722
Proceeds from marketable securities – – – 1,785 (112) –
Net cash provided by (used in) investing activities 13,928 (38,390) (3,249) (53,636) (108,294) (3,376)
Cash flows from financing activities
Sale of shares in subsidiaries to non-controlling
interests – – – 1,400 1,400 –
Proceeds from options – – – 22 49 –
Cost associated with long term loans (498) – (8,958) (197) (2,796) (9,307)
Payment of principal of lease liabilities (205) – (4,000) – (4,803) (4,156)
Proceeds from long term loans (331) 5,415 196,189 32,476 32,947 203,835
Repayment of long-term loans (21,723) (2,933) (143,095) (3,390) (18,905) (148,672)
Repayment of Debentures (19,764) (8,853) (19,764) (30,730) (30,730) (20,534)
Repayment of SWAP instrument associated with long
term loans – – (3,290) – – (3,418)
Proceeds from issue of convertible debentures – – – 15,571 15,571 –
Proceeds from issuance of Debentures, net – – – 25,465 57,717 –
Issuance / exercise of warrants – – – 3,675 3,746 –
Net cash provided by (used in) financing activities (42,521) (6,371) 17,082 44,292 54,196 17,748
Effect of exchange rate fluctuations on cash and cash
equivalents (2,307) 1,050 (3,128) 2,489 12,370 (3,250)
Increase (decrease) in cash and cash equivalents (31,030) (37,761) 18,722 414 (25,616) 19,451
Cash and cash equivalents at the beginning of the
period 90,981 105,020 41,229 66,845 66,845 42,836
Cash and cash equivalents at the end of the period 59,951 67,259 59,951 67,259 41,229 62,287
Ellomay Capital Ltd. and its Subsidiaries
Operating Segments
1
Ellomay Solar S.L, the owner of a 28 MW photovoltaic facility 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.
PV Total
Ellomay Bio reportable Total
Italy Spain Solar1 Talasol Israel2 Gas Dorad Manara segments Reconciliations consolidated
For the six months ended June 30, 2022
€ in thousands
Revenues – 2,081 327 20,402 2,246 5,830 26,756 – 57,642 (28,446) 29,196
Operating expenses – (100) (191) (7,088) (214) (5,539) (20,769) – (33,901) 20,769 (13,132)
Depreciation expenses – (452) – (5,655) (1,268) (1,607) (3,240) – (12,222) 4,244 (7,978)
Gross profit (loss) – 1,529 136 7,659 764 (1,316) 2,747 – 11,519 (3,433) 8,086
Project development
costs (1,554)
General and
administrative
expenses (3,297)
Share of loss of equity
accounted investee (602)
Operating profit 2,633
Financing income 4,439
Financing expenses in
connection with
derivatives and
warrants, net 338
Financing expenses in
connection with
projects finance (3,889)
Financing expenses in
connection with
debentures (1,343)
Interest expenses on
minority shareholder
loan (892)
Other financing
expenses (834)
Financing expenses,
net (2,181)
Income before taxes on
Income 452
Segment assets as at
June 30, 2022 7,273 15,376 21,684 267,090 36,404 31,661 108,718 120,906 609,112 (34,776) 574,336
Ellomay Capital Ltd. and its Subsidiaries
Reconciliation of Profit (Loss) to EBITDA - Convenience translation into US$ (exchange rate as at June 30, 2022: euro 1 = US$ 1.039)
For the three months
ended June 30,
For the six months
ended June 30,
For the year ended
December 31,
For the six months
ended June 30,
2022 2021 2022 2021 2021 2022
Unaudited
€ in thousands
Convenience
Translation into
US$ in thousands*
Net profit (loss) for the period 2,771 (2,496) (635) (5,162) (19,640) (660)
Financing (income) expenses, net (765) 3,372 2,181 6,138 26,884 2,267
Taxes on income (Tax benefit) 808 625 1,087 306 (2,281) 1,129
Depreciation 3,964 4,025 7,978 7,076 15,116 8,289
EBITDA 6,778 5,526 10,611 8,358 20,079 11,025
Ellomay Capital Ltd.
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, 2022, and below.
Net Financial Debt
As of June 30, 2022, the Company’s Net Financial Debt, (as such term is defined in the Deeds of Trust of the Company’s Debentures), was approximately €53.8 million (consisting of
approximately €269.83
million of short-term and long-term debt from banks and other interest bearing financial obligations, approximately €115.54
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 €61.7 million of cash and cash
equivalents, short-term deposits and marketable securities and net of approximately €269.85
million of project finance and related hedging transactions of the Company’s subsidiaries).
3
Short-term and long-term debt from banks and other interest-bearing financial obligations amount provided above, includes an amount of approximately €3.8 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
Debentures amount provided above includes an amount of approximately €1.7 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).
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 June 30, 2022, 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 €130.1
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 29.3%, and (iii) the ratio of the Company’s Net Financial Debt to the Company’s Adjusted EBITDA6
, was 2.1.
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 June 30, 2022:
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.”
For the fourquarter period
ended June 30,
2022
Unaudited
€ in thousands
Loss for the period (15,098)
Financing expenses, net 22,927
Taxes on income (1,495)
Depreciation 15,998
Adjustment to revenues of the Talmei Yosef PV Plant due to calculation based on the fixed asset model 3,389
Share-based payments 110
Adjusted EBITDA as defined the Series C Deed of Trust 25,831
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 June 30, 2022, 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 €130.1 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 29.3%, and (iii) the ratio of the
Company’s Net Financial Debt to the Company’s Adjusted EBITDA7
was 2.1.
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 June 30, 2022:
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.”
For the fourquarter period
ended June 30,
2022
Unaudited
€ in thousands
Loss for the period (15,098)
Financing expenses, net 22,927
Taxes on income (1,495)
Depreciation 15,998
Adjustment to revenues of the Talmei Yosef PV Plant due to calculation based on the fixed asset model 3,389
Share-based payments 110
Adjusted EBITDA as defined the Series D Deed of Tru
