TEL
AVIV, Israel, June 29,
2022 /PRNewswire/ -- Ellomay Capital Ltd.
(NYSE American: ELLO) (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
March 31, 2022.
Financial Highlights
- Revenues were approximately €11.8 million for the three months
ended March 31, 2022, compared to
approximately €7.2 million for the three months ended March 31, 2021. This increase mainly results from
the substantial increase in electricity prices in Europe since the commencement of the military
conflict between Russia and
Ukraine and the Company
recognizing revenues from the Talasol photovoltaic facility (the
"Talasol PV Plant") for the entire first quarter of 2022,
compared to recognition of revenues from the Talasol PV Plant for a
portion of the first quarter of 2021, commencing upon the
achievement of PAC (Preliminary Acceptance Certificate) by the
Talasol PV Plant on January 27,
2021.
- Operating expenses were approximately €6 million for the three
months ended March 31, 2022, compared
to approximately €3.2 million for the three months ended
March 31, 2021. Depreciation expenses
were approximately €4 million for the three months ended
March 31, 2022, compared to
approximately €3.1 million for the three months ended March 31, 2021. The increase in operating
expenses mainly results from the introduction of the Spanish RDL
17/2021 that establishes 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 and depreciation
expenses is also attributable to the recognition of results of the
Talasol PV Plant for the entire first quarter of 2022, compared to
a partial recognition (commencing upon the achievement of PAC of
the Talasol PV Plant on January 27,
2021) for the first quarter of 2021.
- Project development costs were approximately €0.7 million for
the three months ended March 31,
2022, compared to approximately €0.5 million for the three
months ended March 31, 2021. The
increase in project development costs is mainly due to the
development of photovoltaic projects in Italy and Spain.
- General and administrative expenses were approximately €1.5
million for the three months ended March 31,
2022, compared to approximately €1.3 million for the three
months ended March 31, 2021. There
was no material change in the composition of the expenses included
in general and administrative expenses between the two
periods.
- Share of profits of equity accounted investee, after
elimination of intercompany transactions, was approximately €0.2
million for the three months ended March 31,
2022, compared to approximately €0.6 million for the three
months ended March 31, 2021. The
decrease in the Company's share of profit of equity accounted
investee is mainly attributable to 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 €2.9 million for the
three months ended March 31, 2022,
compared to approximately €2.8 million for the three months ended
March 31, 2021. The increase in
financing expenses, net, was mainly attributable to financing
expenses in connection with the Talasol PV Plant previously
capitalized to fixed assets that are recognized in profit and loss
starting from PAC, interest and linkage differences in connection
with an agreement entered into with the Israeli Tax Authority in
connection with a final assessment agreement for the years
2015-2020 of the Talmei Yosef PV Plant, partially offset by a
decrease in financing expenses compared to the first quarter of
2021, during which the Company recognized expenses amounting to
approximately €0.8 million in connection with the early repayment
of the Company's Series B Debentures.
- Taxes on income were approximately €0.3 million for the three
months ended March 31, 2022, compared
to tax benefits of approximately €0.3 million for the three months
ended March 31, 2021.
- Loss for the three months ended March
31, 2022 was approximately €3.4 million, compared to a loss
of approximately €2.7 million for the three months ended
March 31, 2021.
- Total other comprehensive loss was approximately €40.9 million
for the three months ended March 31,
2022, compared to approximately €2.4 million for the three
months ended March 31, 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
"PPA") that covers approximately 80% of the output of the
Talasol PV Plant. The 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 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 PPA (including the minority share) is consolidated
into the Company's financial statements and total equity. Alongside
the decrease in fair value of the 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 PPA, resulting in an expected increase in Talasol's
net income and cash flows.
- Total comprehensive loss was approximately €44.2 million for
the three months ended March 31,
2022, compared to approximately €5 million for the three
months ended March 31, 2021.
- EBITDA was approximately €3.8 million for the three months
ended March 31, 2022, compared to
approximately €2.9 million for the three months ended March 31, 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
€8.1 million for the three months ended March 31, 2022, compared to approximately €1.3
million for the three months ended March 31,
2021. The increase is mainly attributable to the recognition
of results of the Talasol PV Plant for the entire first quarter of
2022, compared to a partial recognition (commencing upon the
achievement of PAC of the Talasol PV Plant on January 27, 2021) for the first quarter of
2021.
CEO Review – First Quarter of 2022
The first quarter of 2022 represents an increase in revenues of
approximately 60% compared to the first quarter of 2021.
As a result of the war in Ukraine and the gas shortage, the electricity
prices in Europe increased
threefold compared to last year. The increase in electricity prices
had a positive impact on the Company's revenues and is the main
reason for the increase in revenues.
Talasol currently sells approximately 75% of the electricity
produced by its PV facility under a long-term electricity purchase
agreement (the "PPA" or the "Derivative"), therefore
the increase in revenues is based mainly on the electricity that is
not sold under the PPA.
As a result of the increase in electricity prices in
Europe (which generally benefited
the Company) the fair value of the Derivative decreased by
approximately €60 million as of March 31,
2022.
As the Derivative is a non-speculative hedge, the change in its
fair value does not impact the Company's cash flows or net profit,
and the entire decrease in fair value is recorded through a hedging
reserve. The impact of the change is a decrease in the Company's
consolidated equity. Upon expiration of the Derivative (in
approximately 8.5 years), the value of the Derivative is recorded
as zero.
During the first quarter of 2022, Talasol refinanced its loans.
The new financing is based on the Derivative and was therefore
provided on very convenient terms: a fixed average annual interest
of approximately 3% in euro, a term of approximately 23 years, and
a leverage of approximately 75% of the cost of construction of the
project.
This financing significantly improved the cash flow to the
shareholders of Talasol, including the Company (which indirectly
owns 51% of Talasol), and increased the return to Talasol's
shareholders to approximately 14%, without taking into account the
current electricity prices that are expected to further improve the
return to Talasol's shareholders.
During the first quarter of 2022, the construction of the
Ellomay Solar project in Spain (28
MW PV) was completed. This project was connected to the electricity
grid during the second quarter of 2022. The electricity of this
project is sold in market prices and the project was constructed
without outside financing ("full equity"). The Company is planning
to examine several proposals to finance this project.
The construction of the first project in Italy (20 MW PV) commenced during the second
quarter of 2022. Out of the projects under development, to date
building permits were issued for an additional 102 MW and these are
undergoing contractors' tender processes. An additional
approximately 430 MW are under advanced development stages.
The biogas operations in the
Netherlands was impacted by the war in Ukraine causing shortages in certain raw
materials and an increase in delivery prices. As of today the
supply of raw materials has been renewed and the increase in prices
is compensated by the increase in prices of the green certificates.
The European Union and the Dutch government set a high
manufacturing target for the biogas industry as part of the
reduction of the dependency on Russia and a plan to support this industry is
expected to be published shortly.
The construction of the pumped storage project in the Manara
Cliff in Israel is advancing as
planned. The main access tunnel reached more than 200 meter depth
in the mountain and extensive excavation works are performed in the
upper reservoir and in the low pressure tunnel in the area of the
bottom reservoir.
The Company projects that it will record revenues of
approximately €16 million in the second quarter of 2022.
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 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:
- 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.
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, 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
Ellomay Capital
Ltd. and its Subsidiaries
|
Condensed
Consolidated Interim Statements of Financial
Position
|
|
March
31,
|
December
31,
|
March
31,
|
|
2022
|
2021
|
2022
|
|
Unaudited
|
Audited
|
Unaudited
|
|
€ in
thousands
|
Convenience
Translation into
US$ in thousands*
|
Assets
|
|
|
|
Current
assets:
|
|
|
|
Cash and cash
equivalents
|
90,981
|
41,229
|
100,938
|
Marketable
securities
|
1,833
|
1,946
|
2,034
|
Short term
deposits
|
28,380
|
28,410
|
31,486
|
Restricted
cash
|
1,000
|
1,000
|
1,109
|
Receivable from
concession project
|
1,776
|
1,784
|
1,970
|
Trade and other
receivables
|
12,088
|
9,487
|
13,411
|
|
136,058
|
83,856
|
150,948
|
Non-current
assets
|
|
|
|
Investment in equity
accounted investee
|
34,255
|
34,029
|
38,004
|
Advances on account of
investments
|
1,554
|
1,554
|
1,724
|
Receivable from
concession project
|
26,959
|
26,909
|
29,910
|
Fixed assets
|
351,305
|
340,065
|
389,754
|
Right-of-use
asset
|
23,027
|
23,367
|
25,547
|
Intangible
asset
|
4,658
|
4,762
|
5,168
|
Restricted cash and
deposits
|
14,521
|
15,630
|
16,110
|
Deferred tax
|
26,728
|
12,952
|
29,653
|
Long term
receivables
|
8,755
|
5,388
|
9,713
|
Derivatives
|
2,679
|
2,635
|
2,972
|
|
494,441
|
467,291
|
548,555
|
|
|
|
|
Total
assets
|
630,499
|
551,147
|
699,503
|
|
|
|
|
Liabilities and
Equity
|
|
|
|
Current
liabilities
|
|
|
|
Current maturities of
long term bank loans
|
14,515
|
126,180
|
16,104
|
Current maturities of
long term loans
|
16,401
|
16,401
|
18,196
|
Current maturities of
debentures
|
19,785
|
19,806
|
21,950
|
Trade
payables
|
3,080
|
2,904
|
3,416
|
Other
payables
|
26,695
|
20,806
|
29,617
|
Current maturities of
derivatives
|
34,030
|
14,783
|
37,754
|
Current maturities of
lease liabilities
|
642
|
4,329
|
712
|
|
115,148
|
205,209
|
127,749
|
Non-current
liabilities
|
|
|
|
Long-term lease
liabilities
|
15,720
|
15,800
|
17,440
|
Long-term
loans
|
222,627
|
39,093
|
246,993
|
Other long-term bank
loans
|
38,355
|
37,221
|
42,553
|
Debentures
|
117,477
|
117,493
|
130,334
|
Deferred tax
|
6,244
|
8,836
|
6,927
|
Other long-term
liabilities
|
3,793
|
3,905
|
4,208
|
Derivatives
|
41,915
|
10,107
|
46,502
|
|
446,131
|
232,455
|
494,957
|
Total
liabilities
|
561,279
|
437,664
|
622,706
|
Equity
|
|
|
|
Share
capital
|
25,605
|
25,605
|
28,407
|
Share
premium
|
85,883
|
85,883
|
95,283
|
Treasury
shares
|
(1,736)
|
(1,736)
|
(1,926)
|
Transaction reserve
with non-controlling Interests
|
5,697
|
5,697
|
6,321
|
Reserves
|
(13,381)
|
7,288
|
(14,845)
|
Accumulated
deficit
|
(10,151)
|
(7,217)
|
(11,262)
|
Total equity attributed
to shareholders of the
Company
|
91,917
|
115,520
|
101,978
|
Non-Controlling
Interest
|
(22,697)
|
(2,037)
|
(25,181)
|
Total
equity
|
69,220
|
113,483
|
76,797
|
Total liabilities
and equity
|
630,499
|
551,147
|
699,503
|
* Convenience translation into US$ (exchange rate
as at March 31, 2022: euro 1 =
US$ 1.109)
|
Ellomay Capital
Ltd. and its Subsidiaries
|
Condensed
Consolidated Interim Statements of Comprehensive
Loss
|
|
For the three months
ended March 31,
|
For the year ended
December 31,
|
For the three months
ended March 31,
|
|
2022
|
2021
|
2021
|
2022
|
|
Unaudited
|
Audited
|
Unaudited
|
|
€ in
thousands
|
€ in
thousands
|
Convenience
Translation into US$
in thousands*
|
Revenues
|
11,761
|
7,200
|
44,783
|
13,048
|
Operating
expenses
|
(5,971)
|
(3,217)
|
(17,524)
|
(6,625)
|
Depreciation and
amortization
|
(4,014)
|
(3,051)
|
(15,076)
|
(4,453)
|
Gross
profit
|
1,776
|
932
|
12,183
|
1,970
|
|
|
|
|
|
Project development
costs
|
(711)
|
(505)
|
(2,508)
|
(789)
|
General and
administrative expenses
|
(1,477)
|
(1,263)
|
(5,661)
|
(1,639)
|
Share of profits of
equity accounted investee
|
231
|
617
|
117
|
256
|
Operating profit
(loss)
|
(181)
|
(219)
|
4,131
|
(202)
|
|
|
|
|
|
Financing
income
|
809
|
912
|
2,931
|
898
|
Financing income
(expenses) in connection with derivatives and warrants,
net
|
(34)
|
(124)
|
(841)
|
(38)
|
Financing expenses in
connection with projects finance
|
(1,365)
|
(1,434)
|
(17,800)
|
(1,514)
|
Financing expenses in
connection with debentures
|
(1,029)
|
(1,101)
|
(3,220)
|
(1,142)
|
Interest expenses on
minority shareholder loan
|
(543)
|
(382)
|
(2,055)
|
(602)
|
Other financing
expenses
|
(784)
|
(637)
|
(5,899)
|
(870)
|
Financing expenses,
net
|
(2,946)
|
(2,766)
|
(26,884)
|
(3,268)
|
|
|
|
|
|
Loss before taxes on
income
|
(3,127)
|
(2,985)
|
(22,753)
|
(3,470)
|
Tax benefit (Taxes on
income)
|
(279)
|
319
|
2,489
|
(310)
|
Loss for the
period
|
(3,406)
|
(2,666)
|
(20,264)
|
(3,780)
|
Loss attributable
to:
|
|
|
|
|
Owners of the
Company
|
(2,934)
|
(2,069)
|
(15,408)
|
(3,255)
|
Non-controlling
interests
|
(472)
|
(597)
|
(4,856)
|
(525)
|
Loss for the
period
|
(3,406)
|
(2,666)
|
(20,264)
|
(3,780)
|
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
|
(98)
|
562
|
12,284
|
(109)
|
Effective portion of
change in fair value of cash flow hedges
|
(40,786)
|
(1,929)
|
(13,429)
|
(45,250)
|
Net change in fair
value of cash flow hedges transferred to profit or loss
|
27
|
(1,004)
|
(3,353)
|
30
|
Total other
comprehensive loss
|
(40,857)
|
(2,371)
|
(4,498)
|
(45,329)
|
|
|
|
|
|
Total other
comprehensive loss attributable to:
|
|
|
|
|
Owners of the
Company
|
(20,669)
|
(1,112)
|
3,124
|
(22,931)
|
Non-controlling
interests
|
(20,188)
|
(1,259)
|
(7,622)
|
(22,398)
|
Total other
comprehensive loss for the period
|
(40,857)
|
(2,371)
|
(4,498)
|
(45,329)
|
Total
comprehensive loss for the period
|
(44,263)
|
(5,037)
|
(24,762)
|
(49,109)
|
|
|
|
|
|
Total comprehensive
loss attributable to:
|
|
|
|
|
Owners of the
Company
|
(23,603)
|
(3,181)
|
(12,284)
|
(26,186)
|
Non-controlling
interests
|
(20,660)
|
(1,856)
|
(12,478)
|
(22,923)
|
Total
comprehensive loss for the period
|
(44,263)
|
(5,037)
|
(24,762)
|
(49,109)
|
|
|
|
|
|
Basic net loss per
share
|
(0.23)
|
(0.16)
|
(1.20)
|
(0.26)
|
Diluted net loss per
share
|
(0.23)
|
(0.16)
|
(1.20)
|
(0.26)
|
|
|
|
|
|
|
|
|
|
|
Ellomay Capital
Ltd. and its Subsidiaries
|
Condensed
Consolidated Statements of Changes in Equity
|
|
|
|
Attributable to
shareholders of the Company
|
Non-
controlling
|
Total
|
|
|
|
Interests
|
Equity
|
|
Share
capital
|
Share
premium
|
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, 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)
|
Transactions with
owners of the Company, recognized directly in
equity:
|
|
|
|
|
|
|
|
|
|
|
Issuance of ordinary
shares
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Acquisition of
shares in subsidiaries from non-controlling
interests
|
|
|
|
|
|
|
-
|
-
|
-
|
-
|
Warrants
exercise
|
-
|
-
|
|
|
|
|
|
-
|
-
|
-
|
Options
exercise
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Share-based
payments
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
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
|
|
|
|
|
|
|
|
|
|
|
|
For the three
months
|
|
|
|
|
|
|
|
|
|
|
ended March 31, 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
|
-
|
-
|
(2,069)
|
-
|
-
|
-
|
-
|
(2,069)
|
(597)
|
(2,666)
|
Other comprehensive
income (loss) for the period
|
-
|
-
|
-
|
-
|
558
|
(1,670)
|
-
|
(1,112)
|
(1,259)
|
(2,371)
|
Total comprehensive
income (loss) for the period
|
-
|
-
|
(2,069)
|
-
|
558
|
(1,670)
|
-
|
(3,181)
|
(1,856)
|
(5,037)
|
Transactions with
owners of the Company, recognized directly in
equity:
|
|
|
|
|
|
|
|
|
|
|
Buy 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
|
-
|
7
|
-
|
-
|
-
|
-
|
-
|
7
|
-
|
7
|
Balance as at March
31, 2021
|
25,578
|
85,756
|
6,122
|
(1,736)
|
4,381
|
(1,329)
|
5,145
|
123,917
|
(97)
|
123,820
|
Ellomay Capital
Ltd. and its Subsidiaries
|
Condensed
Consolidated Interim Statements of Changes in Equity
(cont'd)
|
|
|
|
Attributable to
shareholders of the Company
|
Non-
controlling
|
Total
|
|
|
|
Interests
|
Equity
|
|
Share
capital
|
Share
premium
|
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, 2021
(Audited):
|
|
|
|
|
|
|
|
|
|
|
Balance as at
January 1, 2021
|
25,102
|
82,401
|
8,191
|
(1,736)
|
3,823
|
341
|
6,106
|
124,228
|
798
|
125,026
|
Profit (loss) for
the year
|
-
|
-
|
(15,408)
|
-
|
-
|
-
|
-
|
(15,408)
|
(4,856)
|
(20,264)
|
Other comprehensive
income (loss) for the
year
|
-
|
-
|
-
|
-
|
11,542
|
(8,418)
|
-
|
3,124
|
(7,622)
|
(4,498)
|
Total comprehensive
income (loss) for the
year
|
-
|
-
|
(15,408)
|
-
|
11,542
|
(8,418)
|
-
|
(12,284)
|
(12,478)
|
(24,762)
|
Transactions with
owners of the Company,
recognized directly in equity:
|
|
|
|
|
|
|
|
|
|
|
Issuance of ordinary
shares
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
8,682
|
8,682
|
Acquisition of
shares in subsidiaries
from non-controlling interests
|
|
|
|
|
|
|
(409)
|
(409)
|
961
|
552
|
Warrants
exercise
|
454
|
3,419
|
|
|
|
|
|
3,873
|
-
|
3,873
|
Options
exercise
|
49
|
-
|
-
|
-
|
-
|
-
|
-
|
49
|
-
|
49
|
Share-based
payments
|
-
|
63
|
-
|
-
|
-
|
-
|
-
|
63
|
-
|
63
|
Balance as at
December 31, 2021
|
25,605
|
85,883
|
(7,217)
|
(1,736)
|
15,365
|
(8,077)
|
5,697
|
115,520
|
(2,037)
|
113,483
|
Ellomay Capital
Ltd. and its Subsidiaries
|
Condensed Consolidated
Interim Statements of Changes in Equity (cont'd)
|
|
|
|
Attributable to
shareholders of the Company
|
Non-
controlling
|
Total
|
|
|
|
Interests
|
Equity
|
|
Share
capital
|
Share
premium
|
Retained
earnings
|
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, 2022: euro 1 =
US$ 1.109)
|
For the three-month ended March 31, 2022
(unaudited):
|
|
|
|
|
|
|
|
|
|
|
Balance as at January 1, 2022
|
28,407
|
95,283
|
(8,007)
|
(1,926)
|
17,047
|
(8,961)
|
6,321
|
128,164
|
(2,258)
|
125,906
|
Loss for the period
|
-
|
-
|
(3,255)
|
-
|
-
|
-
|
-
|
(3,255)
|
(525)
|
(3,780)
|
Other comprehensive loss for the
period
|
-
|
-
|
-
|
-
|
(100)
|
(22,831)
|
-
|
(22,931)
|
(22,398)
|
(45,329)
|
Total comprehensive loss for the
period
|
-
|
-
|
(3,255)
|
-
|
(100)
|
(22,831)
|
-
|
(26,186)
|
(22,923)
|
(49,109)
|
Transactions with owners of the Company, recognized
directly in equity:
|
|
|
|
|
|
|
|
|
|
|
Buy of shares in subsidiaries from non-controlling
interests
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Warrants exercise
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Options exercise
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Share-based payments
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Balance as at
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022
|
28,407
|
95,283
|
(11,262)
|
(1,926)
|
16,947
|
(31,792)
|
6,321
|
101,978
|
(25,181)
|
76,797
|
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,
|
|
2022
|
2021
|
2021
|
2022
|
|
Unaudited
|
Audited
|
Unaudited
|
|
€ in
thousands
|
Convenience
Translation
into US$ in thousands*
|
Cash flows from
operating activities
|
|
|
|
|
Loss for the
period
|
(3,406)
|
(2,666)
|
(20,264)
|
(3,780)
|
Adjustments
for:
|
|
|
|
|
Financing expenses,
net
|
2,946
|
2,766
|
26,884
|
3,268
|
Profit from settlement
of derivatives contract
|
-
|
(407)
|
(407)
|
-
|
Depreciation and
amortization
|
4,014
|
3,051
|
15,076
|
4,453
|
Share-based payment
transactions
|
-
|
7
|
63
|
-
|
Share of profits of
equity accounted investees
|
(231)
|
(617)
|
(117)
|
(256)
|
Payment of interest on
loan from an equity accounted investee
|
-
|
-
|
859
|
-
|
Change in trade
receivables and other receivables
|
(2,814)
|
(1,182)
|
(1,883)
|
(3,122)
|
Change in other
assets
|
1,841
|
30
|
(545)
|
2,042
|
Change in receivables
from concessions project
|
252
|
221
|
1,580
|
280
|
Change
in trade payables
|
(75)
|
(382)
|
154
|
(83)
|
Change in other
payables
|
5,274
|
1,596
|
2,380
|
5,851
|
Tax benefit (Taxes on
income)
|
279
|
(319)
|
(2,489)
|
310
|
Income taxes
paid
|
-
|
-
|
(94)
|
-
|
Interest
received
|
471
|
427
|
1,844
|
523
|
Interest
paid
|
(404)
|
(1,206)
|
(7,801)
|
(448)
|
|
11,553
|
3,985
|
35,504
|
12,818
|
Net cash from operating
activities
|
8,147
|
1,319
|
15,240
|
9,038
|
Cash flows from
investing activities
|
|
|
|
|
Acquisition of fixed
assets
|
(15,527)
|
(25,653)
|
(82,810)
|
(17,226)
|
Acquisition of
subsidiary, net of cash acquire
|
-
|
-
|
-
|
-
|
VAT associated with the
acquisition of fixed assets
|
(2,225)
|
-
|
-
|
(2,469)
|
Repayment of loan from
an equity accounted investee
|
-
|
-
|
1,400
|
-
|
Loan to an equity
accounted investee
|
-
|
(113)
|
(335)
|
-
|
Advances on account of
investments
|
-
|
-
|
-
|
-
|
Proceeds from
marketable securities
|
-
|
-
|
-
|
-
|
Acquisition of
marketable securities
|
-
|
-
|
-
|
-
|
Proceeds from
settlement of derivatives, net
|
(528)
|
(252)
|
(976)
|
(586)
|
Proceed (investment) in
restricted cash, net
|
1,103
|
454
|
(5,990)
|
1,224
|
Investment in short
term deposit
|
-
|
8,533
|
(18,599)
|
-
|
Proceeds (Investment)
in Marketable Securities
|
-
|
1,785
|
(112)
|
-
|
Compensation as per
agreement with Erez Electricity Ltd.
|
-
|
-
|
-
|
-
|
Net cash used in
investing activities
|
(17,177)
|
(15,246)
|
(107,422)
|
(19,057)
|
Cash flows from
financing activities
|
|
|
|
|
Issuance of
warrants
|
-
|
-
|
3,746
|
-
|
Repayment of long-term
loans and finance lease obligations
|
(121,372)
|
(457)
|
(18,905)
|
(134,656)
|
Repayment of SWAP
instrument associated with long term loans
|
(3,290)
|
-
|
-
|
(3,650)
|
Repayment of
Debentures
|
-
|
(21,877)
|
(30,730)
|
-
|
Cost associated with
long term loans
|
(8,460)
|
(197)
|
(2,796)
|
(9,386)
|
Proceeds from
options
|
-
|
22
|
49
|
-
|
Sale of shares in
subsidiaries to non-controlling interests
|
-
|
1,400
|
1,400
|
-
|
Issuance of ordinary
shares
|
-
|
3,675
|
-
|
-
|
Payment of principal of
lease liabilities
|
(3,795)
|
-
|
(4,803)
|
(4,210)
|
Proceeds from long term
loans, net
|
196,520
|
27,061
|
32,947
|
218,028
|
Proceeds from issue of
convertible debentures
|
-
|
15,571
|
15,571
|
-
|
Proceeds from issuance
of Debentures, net
|
-
|
25,465
|
57,717
|
-
|
Net cash from
financing activities
|
59,603
|
50,663
|
54,196
|
66,126
|
Effect of exchange rate
fluctuations on cash and cash equivalents
|
(821)
|
1,439
|
12,370
|
(910)
|
Increase (decrease) in
cash and cash equivalents
|
49,752
|
38,175
|
(25,616)
|
55,197
|
Cash and cash
equivalents at the beginning of the period
|
41,229
|
66,845
|
66,845
|
45,741
|
Cash and cash
equivalents at the end of the period
|
90,981
|
105,020
|
41,229
|
100,938
|
* Convenience
translation into US$ (exchange rate as at March 31, 2022: euro 1 =
US$ 1.109)
|
Ellomay Capital
Ltd. and its Subsidiaries
|
Operating
Segments
|
|
PV
|
|
|
|
Total
|
|
|
|
|
|
Ellomay
|
|
|
Bio
|
|
|
reportable
|
|
Total
|
|
Italy
|
Spain
|
Solar1
|
Talasol
|
Israel2
|
Gas
|
Dorad
|
Manara
|
segments
|
Reconciliations
|
consolidated
|
|
For the three months ended March 31,
2022
|
|
€ in
thousands
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
-
|
852
|
-
|
7,501
|
926
|
3,138
|
14,516
|
-
|
26,933
|
(15,172)
|
11,761
|
Operating
expenses
|
-
|
(160)
|
-
|
(3,069)
|
(105)
|
(2,637)
|
(10,646)
|
-
|
(16,617)
|
10,646
|
(5,971)
|
Depreciation
expenses
|
-
|
(242)
|
-
|
(2,802)
|
(629)
|
(842)
|
(1,780)
|
-
|
(6,295)
|
2,281
|
(4,014)
|
Gross profit
(loss)
|
-
|
450
|
-
|
1,630
|
192
|
(341)
|
2,090
|
-
|
4,021
|
(2,245)
|
1,776
|
Project development
costs
|
|
|
|
|
|
|
|
|
|
|
(711)
|
General and
|
|
|
|
|
|
|
|
|
|
|
|
administrative
expenses
|
|
|
|
|
|
|
|
|
|
|
(1,477)
|
Share of loss of
equity
|
|
|
|
|
|
|
|
|
|
|
231
|
accounted
investee
|
|
|
|
|
|
|
|
|
|
|
|
Operating
profit
|
|
|
|
|
|
|
|
|
|
|
(181)
|
Financing
income
|
|
|
|
|
|
|
|
|
|
|
809
|
Financing
expenses in connection
|
|
|
|
|
|
|
|
|
|
|
|
with
derivatives and warrants,
net
|
|
|
|
|
|
|
|
|
|
|
(34)
|
Financing expenses in
connection with projects finance
|
|
|
|
|
|
|
|
|
|
|
(1,365)
|
Financing expenses in
connection with debentures
|
|
|
|
|
|
|
|
|
|
|
(1,029)
|
Interest expenses on
minority shareholder loan
|
|
|
|
|
|
|
|
|
|
|
(543)
|
Other financing
expenses
|
|
|
|
|
|
|
|
|
|
|
(784)
|
Financing expenses,
net
|
|
|
|
|
|
|
|
|
|
|
(2,946)
|
Loss before
taxes
|
|
|
|
|
|
|
|
|
|
|
|
on
Income
|
|
|
|
|
|
|
|
|
|
|
(3,127)
|
Segment assets as
at
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
2022
|
2,130
|
14,278
|
17,891
|
301,701
|
38,333
|
33,813
|
117,980
|
126,731
|
652,857
|
(22,358)
|
630,499
|
Ellomay Capital
Ltd. and its Subsidiaries
|
Reconciliation of Loss
to EBITDA
|
|
For the three
months ended
March 31,
|
For the year
ended December
31,
|
For the three
months ended
March 31,
|
|
2022
|
2021
|
2021
|
2022
|
|
Unaudited
|
|
€ in
thousands
|
Convenience Translation into US$
in thousands*
|
Net loss for the
period
|
(3,406)
|
(2,666)
|
(20,264)
|
(3,780)
|
Financing expenses,
net
|
2,946
|
2,766
|
26,884
|
3,268
|
Taxes on income (Tax
benefit)
|
279
|
(319)
|
(2,489)
|
310
|
Depreciation
|
4,014
|
3,051
|
15,076
|
4,453
|
EBITDA
|
3,833
|
2,832
|
19,207
|
4,251
|
* Convenience
translation into US$ (exchange rate as at March 31, 2022: euro 1 =
US$ 1.109)
|
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 March 31, 2022, the
Company's Net Financial Debt, (as such term is defined in the Deeds
of Trust of the Company's Debentures), was approximately €18.3
million (consisting of approximately €295.83 million of
short-term and long-term debt from banks and other interest bearing
financial obligations, approximately €139.54 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 €121.2 million of cash and cash equivalents,
short-term deposits and marketable securities and net of
approximately €295.85 million of project finance and
related hedging transactions of the Company's subsidiaries).
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,
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 €126.1 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 12.7%, and
(iii) the ratio of the Company's Net Financial Debt to the
Company's Adjusted EBITDA6, was 0.8.
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 March 31,
2022:
|
For the four-quarter
period
ended March 31, 2022
|
|
Unaudited
|
|
€ in
thousands
|
Loss for the
period
|
(21,004)
|
Financing expenses,
net
|
27,064
|
Tax benefit
|
(1,891)
|
Depreciation
|
16,039
|
Adjustment to revenues
of the Talmei Yosef PV Plant due to
calculation based on the fixed asset model
|
3,292
|
Share-based
payments
|
42
|
Adjusted EBITDA as
defined the Series C Deed of Trust
|
23,542
|
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,
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 €126.1 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 12.7%, and
(iii) the ratio of the Company's Net Financial Debt to the
Company's Adjusted EBITDA7 was 0.8.
The following is a reconciliation between the Company's loss and
the Adjusted EBITDA (as defined in the Series D Deed of Trust) for
the four-quarter period ended March
31, 2022:
|
For the four quarter
period
ended March 31, 2022
|
|
Unaudited
|
|
€ in
thousands
|
Loss for the
period
|
(21,004)
|
Financing expenses,
net
|
27,064
|
Taxes on
income
|
(1,891)
|
Depreciation
|
16,039
|
Adjustment to revenues
of the Talmei Yosef PV Plant due to
calculation based on the fixed asset model
|
3,292
|
Share-based
payments
|
42
|
Adjusted EBITDA as
defined the Series D Deed of Trust
|
23,542
|
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.
3 Short-term and long-term debt from banks and other
interest bearing financial obligations amount provided above,
includes an amount of approximately €0.4 million costs associated
with such debt, which was capitalized and therefore offset from the
debt amount that is recorded in the Company's balance
sheet.
4 Debentures amount provided above includes an amount
of approximately €2.3 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).
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."
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."
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content:https://www.prnewswire.com/news-releases/ellomay-capital-reports-results-for-the-three-months-ended-march-31-2022-301578280.html
SOURCE Ellomay Capital Ltd.