TEL
AVIV, Israel, Sept. 22,
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
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, 2021. 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.
- 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, 2021. 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.
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
non-recurring 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.
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 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 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
Ellomay Capital
Ltd. and its Subsidiaries
|
Condensed
Consolidated Interim Statements of Financial
Position
|
|
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
|
* Convenience
translation into US$ (exchange rate as at June 30, 2022: euro 1 =
US$ 1.039)
|
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
|
|
|
|
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 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 non-controlling 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 non-controlling 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)
|
|
|
|
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
|
-
|
-
|
(15,090)
|
-
|
-
|
-
|
-
|
(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 non-controlling 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)
|
|
|
|
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 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 non-controlling
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
|
|
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
|
* Convenience translation into US$ (exchange rate as at June
30, 2022: euro 1 = US$ 1.039)
|
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 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
|
|
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
|
* Convenience
translation into US$ (exchange rate as at June 30, 2022: euro 1 =
US$ 1.039)
|
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).
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:
|
For the four-quarter 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:
|
For the four-quarter 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 Trust
|
25,831
|
- Ellomay Solar S.L, the owner of a 28 MW photovoltaic facility
near the Talasol PV Plant.
- 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.
- 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.
- 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.
- 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)
- 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."
- 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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SOURCE Ellomay Capital Ltd