TEL-AVIV, Israel, March 31, 2023 /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 its
unaudited financial results for the fourth quarter and year ended
December 31, 2022.
Financial Highlights for the Year Ended December 31, 2022
- Revenues were approximately €53.4[1] million for the
year ended December 31, 2022,
compared to approximately €45.7 million for the year ended
December 31, 2021. This increase
mainly results from the substantial increase in electricity prices
in Spain and the connection to the
grid of Ellomay Solar, a 28 MW photovoltaic facility in
Spain ("Ellomay Solar")
during June 2022, upon which the
Company commenced recognition of revenues.
[1] The revenues are based on IFRS and do not take
into account the adjustments included in the Company's investor
presentation.
- Operating expenses were approximately €24.1 million for the
year ended December 31, 2022,
compared to approximately €17.6 million for the year ended
December 31, 2021. The increase in
operating expenses mainly results from the implementation of the
Spanish RDL 17/2021, commencing September
16, 2021 and currently in effect until December 31, 2023, that established the reduction
of returns on the electricity generating activity of Spanish
production facilities that do not emit greenhouse gases
accomplished through payments of a portion of the revenues by the
production facilities to the Spanish government. The increase in
operating expenses also resulted from the Company's biogas
operations in the Netherlands that
were impacted by the military conflict between Russia and Ukraine causing shortages in certain raw
materials and an increase in delivery prices, and from the
connection to the grid of Ellomay Solar during June 2022, upon which the Company commenced
recognition of expenses. Depreciation expenses were approximately
€16.1 million for the year ended December
31, 2022, compared to approximately €15.1 million for the
year ended December 31, 2021. The
increase in depreciation and amortization expenses is mainly
attributable to the commencement of recognition of results of
Ellomay Solar upon connection to the Spanish grid in June 2022.
- Project development costs were approximately €3.8 million for
the year ended December 31, 2022,
compared to approximately €2.5 million for the year ended
December 31, 2021. The increase in
project development costs is mainly due to development expenses in
connection with photovoltaic projects in Italy and Israel.
- General and administrative expenses were approximately €5.9
million for the year ended December 31,
2022, compared to approximately €5.7 million for the year
ended December 31, 2021. The increase
is mostly due to an increase in the management fee paid pursuant to
the new Management Services Agreement effective July 1, 2021, and an increase in salaries paid to
employees.
- The Company's share of profits of equity accounted investee,
after elimination of intercompany transactions, was approximately
€1.2 million for the year ended December 31,
2022, compared to approximately €0.12 million for the year
ended December 31, 2021. The increase
in share of profits of equity accounted investee was mainly due to
the increase in revenues of Dorad Energy Ltd. ("Dorad") due
to higher quantities produced and a higher electricity tariff,
partially offset by an increase in operating expenses in connection
with the increased production and higher tariff.
- Financing expenses, net were approximately €2.5 million for the
year ended December 31, 2022,
compared to approximately €26.9 million for the year ended
December 31, 2021. The decrease in
financing expenses, net, was mainly attributable to income
resulting from exchange rate differences amounting to approximately
€6 million in the year ended December 31,
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 €5.4 million for the year ended December 31, 2021, caused by (i) the 6.6%
devaluation of the NIS against the euro during the year ended
December 31, 2022, compared to the
10.8% revaluation of the NIS against the euro during the year ended
December 31, 2021, and (ii) expenses
recorded in 2021 of approximately €0.8 million in connection with
the early repayment of the Company's Series B Debentures. In
addition, during the year ended December 31,
2021, we recorded financing expenses in the amount of
approximately €12.2 million in connection with the amortization of
the outstanding balance of expenses that were capitalized to the
previous financing of Talasol Solar S.L.U ("Talasol"), our
majority owned subsidiary (51%) that owns a photovoltaic plant with
a peak capacity of 300 MW in the municipality of Talaván, Cáceres,
Spain ("Talasol PV Plant")
in connection with a refinancing of its debt and approximately €3.3
million recorded in connection with the termination of an interest
rate swap contract.
- Taxes on income were approximately €2.1 million in the year
ended December 31, 2022, compared to
a tax benefit of approximately €2.3 million in the year ended
December 31, 2021. The tax increase
is mainly due to the substantial increase in electricity prices in
Spain, resulting in higher taxable
income of the Company's Spanish subsidiaries.
- Net profit was approximately €0.1 million in the year ended
December 31, 2022, compared to net
loss of approximately €19.6 million for the year ended December 31, 2021.
- Total other comprehensive loss was approximately €35.3 million
for the year ended December 31, 2022,
compared to total other comprehensive loss of approximately €4.5
million in the year ended December 31,
2021. The increase in total other comprehensive loss mainly
resulted from foreign currency translation differences on NIS
denominated operations, as a result of fluctuations in the euro/NIS
exchange rates and from changes in fair value of cash flow hedges,
including a material increase in the fair value of the liability
resulting from the financial power swap that covers approximately
80% of the output of the Talasol PV Plant (the "Talasol
PPA").
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 increase in fair value of the liability in
connection with the Talasol PPA, the increase in the electricity
prices had, and is expected to continue to have for as long as the
prices remain relatively high, 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 €35.2 million in the
year ended December 31, 2022,
compared to total comprehensive loss of approximately €24.1 million
in the year ended December 31,
2021.
- EBITDA was approximately €20.8 million for the year ended
December 31, 2022, compared to
approximately €20.1 million for the year ended December 31, 2021.
- Net cash from operating activities was approximately €11.3
million for the year ended December 31,
2022, compared to net cash from operating activities of
approximately €16.1 million for the year ended December 31, 2021.
- As required under an amendment to IAS 16, "Property, Plant and
Equipment" (the "IAS 16 Amendment"), the Company
retrospectively applied the IAS 16 Amendment and revised the
financial results as of and for the year ended December 31, 2021. The IAS 16 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 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 year ended December 31, 2021.
CEO Review for 2022
The Company's activities are divided into two main fields:
- Development and Construction - the development of a backlog of
projects in the PV field in Italy,
Spain, USA and Israel, the construction of a pumped hydro
storage project in the Manara Cliff in Israel and the construction of PV in
Italy; and
- Operations and Improvements - the Company manages, operates and
improves its generating projects in Israel, Spain
and the Netherlands
(bio-gas).
The Company's revenues for 2022 were approximately €53.3, an
increase of approximately 17% in revenues compared to the same
period last year. These revenues are slightly lower than the
anticipated revenues for the period, mainly as during the fourth
quarter of 2022 there was a decrease in electricity prices in
Spain (even though such prices
increased overall during 2022) and lower radiation. The average
electricity price in Spain during
the fourth quarter of 2022 was approximately €0.11/kWh, compared to
an average price of €0.20/kWh during 2021. Due to existing
regulation in Spain that
effectively reduces returns on electricity generating activity to
no more than approximately €0.11/kWh, the decrease in revenues did
not impact the Company's operating profit. Due to lower radiation
during the fourth quarter of 2022, the electricity produced by the
Talasol PV Plant was lower by approximately 24,000 MW compared to
the fourth quarter of 2021. The lower production impacted the
electricity that is not subject to the Talasol PPA and would have
been sold in market prices (approximately €0.11/kWh).
As a result of the lower radiation during 2022, Talasol produced
approximately 33,000 MW less than its expected average annual
production. Due to the existing Spanish regulation, these 33,000 MW
would have been sold at an effective price of €0.11/kWh and
therefore caused a decrease in gross profit of approximately €3.6
million.
Due to the military conflict in Ukraine, the prices of the energy,
transportation and raw materials used by the biogas operations in
the Netherlands increased by
approximately €2.74 million compared to 2021 and the Company
expects that the increase in expenses will be mitigated by higher
gas and green certificate prices during 2023.
The cash flow from operations for 2022 was approximately €11.3
million, which includes a deduction of approximately €3.3 million
due to 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 and increased project development costs mainly due to the
advanced development of the photovoltaic portfolio in Italy and in Israel.
Activity in Spain: The
Ellomay Solar PV plant in Spain
(28 MW PV) was connected to the electricity grid towards the end of
the second quarter of 2022. Commencing the third quarter of 2022,
this PV plant operated at full capacity and generated revenues of
approximately €3.6 million during 2022.
The Talasol PV plant in Spain
(300 MW PV), 51% held by the Company, generated revenues in the
amount of approximately €33 million for 2022.
Talasol is a party to a financial hedge of its electricity
capture price (PPA) in connection with approximately 80% of its
production (75% based on P-50) and the remaining electricity
produced by Talasol is sold directly to the grid, currently at an
average price of €0.11/kWh.
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
expected to commence construction during 2023.
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
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 Manara Pumped Storage Project (Company's share is 83.34%):
The Manara Cliff pumped storage project, with a capacity of 156 MW,
is in advanced construction stages and expected to reach commercial
operation during the second half of 2026. The Company and the
project's other shareholder, Ampa, invested the equity required for
the projects, and the remainder of the funding is from a consortium
of lenders led by Mizrahi Bank, at a
scope of approximately NIS 1.18
billion.
Development of PV licenses combined with storage:
- The Komemiyut project, intended for 21 MW PV and 47 MW / hour
batteries. The project obtained an approval for connection to the
grid and is in the process of receiving a building permit.
Construction is planned to commence in the third quarter of
2023.
- The Qelahim project, intended for 15 MW PV and 33 MW / hour
batteries. The project obtained an approval for connection to the
grid, and is in the final stages of the zoning approval.
These projects are based on a tender the Company won and there is
an option of transition to regulation that enables sale to end
customers.
- The Talmei Yosef project, an expansion of the existing project
(as of today 9 MW PV) to 104 dunams, intended for 10 MW PV and 22
MW / hour batteries. The request for zoning approval has been filed
and approval is expected to be received in the second quarter of
2023.
- The Talmei Yosef storage project in batteries, which obtained
zoning approval for 30 dunam, intended for approximately 400 MW /
hour. The project is designed for the regulation of the high
voltage storage.
- The Sharsheret project, intended for 20 MW PV and 44 MW / hour
batteries. The zoning request for was submitted.
- Additional 250 dunams - under advanced planning stages.
Dorad Power Station (Company's share is approximately 9.4%): the
gas flow from the Karish reservoir began during November 2022. The gas from the Karish reservoir
is expected to reduce the gas costs of Dorad. In addition, the
change in the electricity tariff, which entered into force in
January 2023, means an increase in
the "PISGA"/ peak (high consumption) hours, and the elimination of
the "GEVA" (average consumption) hours, is expected to reduce the
operating expenses of the power station without decreasing the
revenues.
Activity in the
Netherlands: In connection with the military conflict in
Ukraine and the stoppage of
Russian gas supply to Europe,
there are substantial changes in the field of biogas in
the Netherlands and Europe. Europe in general and the Netherlands specifically have set
ambitious goals for increasing gas production from waste. Various
incentives are being considered, the main one is increasing the
price of the green certificates and as of today the market price of
these certificates has increased from an average of 13–15 euro
cents per cubic meter to around 30-45
euro cents per cubic meter and future increases are
currently projected.
The gas price for 2023, which is determined based on the 2022
average, was set at €1.13 per cubic meter, a price that is higher
than the cap of the subsidy granted to the Company's Dutch
subsidiaries (approximately €0.75 per cubic meter). Therefore, in
2023 and possibly also in 2024, the Dutch subsidiaries will
temporarily exit the subsidy regime. Not using the subsidy during
2023 and 2024 will enable the Dutch subsidiaries to postpone the
termination of the subsidy period (originally 12 years) by two
years.
On the other hand, due to the military conflict in Ukraine, during 2022 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. As of the beginning of 2023, the feedstock prices and
transportation costs are in decline and there is no shortage of raw
material of any kind.
The increase in electricity prices in the Netherlands did not substantially impact
two of the three 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, was not equipped with the means to
self-generate electricity and heat during 2022 and was required to
pay expensive prices for the electricity it consumes and to
purchase expensive gas for heating, which caused an increase in
expenses of approximately €1 million compared to forecasts. In
May 2022, Gelderland received
notification of approval for a subsidy for generation of
electricity and heat in its facility, in August 2022 a generator (CHP) was ordered, which
is being installed and expected to commence operating during the
coming days.
The expected increase in revenues during 2023, caused by the
increase in green certificate and gas prices, combined with the
expected decrease in feedstock and transportation costs and the
reduction of the energy costs in the Gelderland facility are
expected to improve the operating results of the biogas
facilities.
The Company estimates that with the increasing importance of the
biogas field, this field entered into a new era. In the Netherlands, new legislation was adopted
that obliges the gas suppliers commencing January 1, 2024 to gradually incorporate green
gas in a scope of up to 20% of the amount supplied by them. This
legislation, and the growing demand for green certificates from the
biogas industry, is expected to add and improve the expected
results of the biogas segment of the Company.
Use of NON-IFRS Financial Measures
EBITDA is a non-IFRS measure and is defined as earnings before
financial expenses, net, taxes, depreciation and amortization. The
Company presents this measure in order to enhance the understanding
of the Company's operating performance and to enable comparability
between periods. While the Company considers EBITDA to be an
important measure of comparative operating performance, EBITDA
should not be considered in isolation or as a substitute for net
income or other statement of operations or cash flow data prepared
in accordance with IFRS as a measure of profitability or liquidity.
EBITDA does not take into account the Company's commitments,
including capital expenditures and restricted cash and,
accordingly, is not necessarily indicative of amounts that may be
available for discretionary uses. Not all companies calculate
EBITDA in the same manner, and the measure as presented may not be
comparable to similarly titled measure presented by other
companies. The Company's EBITDA may not be indicative of the
Company's historic operating results; nor is it meant to be
predictive of potential future results. The Company uses this
measure internally as performance measure and believes that when
this measure is combined with IFRS measure it add useful
information concerning the Company's operating performance. A
reconciliation between results on an IFRS and non-IFRS basis is
provided on page 16 of this press release.
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 Nm3 per year, respectively;
- 83.333% of Ellomay Pumped Storage (2014) Ltd., which is
involved in a project to construct a 156 MW pumped storage hydro
power plant in the Manara Cliff, Israel;
- Ellomay Solar Italy One SRL and Ellomay Solar Italy Two SRL
that are constructing photovoltaic plants with installed capacity
of 14.8 MW and 4.95 MW respectively, in the Lazio Region,
Italy; and
- Ellomay Solar Italy Four SRL, Ellomay Solar Italy Five SRL and
Ellomay Solar Italy Ten SRL that are developing photovoltaic
projects with installed capacity of 15.06 MW, 87.2 MW and 18 MW
respectively, in the Lazio Region, Italy that have reached "ready to build"
status.
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 military conflict 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 Statements of Financial Position
|
|
December
31,
|
|
2022
|
2021
|
2022
|
|
Unaudited
|
Audited
|
Unaudited
|
|
€ in
thousands
|
Convenience
Translation
into US$ in thousands*
|
Assets
|
|
|
|
Current
assets:
|
|
|
|
Cash and cash
equivalents
|
46,458
|
41,229
|
49,547
|
Marketable
securities
|
2,836
|
1,946
|
3,025
|
Short term
deposits
|
-
|
28,410
|
-
|
Restricted
cash
|
900
|
1,000
|
960
|
Receivable from
concession project
|
1,799
|
1,784
|
1,919
|
Trade and other
receivables
|
12,682
|
9,487
|
13,525
|
|
64,675
|
83,856
|
68,976
|
Non-current
assets
|
|
|
|
Investment in equity
accounted investee
|
30,029
|
34,029
|
32,026
|
Advances on account of
investments
|
2,328
|
1,554
|
2,483
|
Receivable from
concession project
|
24,795
|
26,909
|
26,444
|
Fixed assets
|
365,756
|
**340,897
|
390,077
|
Right-of-use
asset
|
30,020
|
23,367
|
32,016
|
Intangible
asset
|
4,094
|
4,762
|
4,366
|
Restricted cash and
deposits
|
20,192
|
15,630
|
21,535
|
Deferred tax
|
23,510
|
12,952
|
25,073
|
Long term
receivables
|
9,270
|
5,388
|
9,886
|
Derivatives
|
1,488
|
2,635
|
1,587
|
|
511,482
|
468,123
|
545,493
|
|
|
|
|
Total
assets
|
576,157
|
551,979
|
614,469
|
|
|
|
|
Liabilities and
Equity
|
|
|
|
Current
liabilities
|
|
|
|
Current maturities of
long term bank loans
|
12,815
|
126,180
|
13,667
|
Current maturities of
long term loans
|
10,000
|
16,401
|
10,665
|
Current maturities of
debentures
|
18,714
|
19,806
|
19,958
|
Trade
payables
|
4,504
|
2,904
|
4,803
|
Other
payables
|
11,207
|
20,806
|
11,952
|
Current maturities of
derivatives
|
33,183
|
14,783
|
35,390
|
Current maturities of
lease liabilities
|
745
|
4,329
|
795
|
|
91,168
|
205,209
|
97,230
|
Non-current
liabilities
|
|
|
|
Long-term lease
liabilities
|
22,005
|
15,800
|
23,468
|
Long-term
loans
|
229,466
|
39,093
|
244,725
|
Other long-term bank
loans
|
21,582
|
37,221
|
23,017
|
Debentures
|
91,714
|
117,493
|
97,813
|
Deferred tax
|
6,770
|
**9,044
|
7,220
|
Other long-term
liabilities
|
2,021
|
3,905
|
2,155
|
Derivatives
|
28,354
|
10,107
|
30,239
|
|
401,912
|
232,663
|
428,637
|
Total
liabilities
|
493,080
|
437,872
|
525,867
|
Equity
|
|
|
|
Share
capital
|
25,633
|
25,605
|
27,337
|
Share
premium
|
86,018
|
85,883
|
91,738
|
Treasury
shares
|
(1,736)
|
(1,736)
|
(1,851)
|
Transaction reserve
with non-controlling Interests
|
5,697
|
5,697
|
6,076
|
Reserves
|
(12,632)
|
7,288
|
(13,472)
|
Retained earnings
(accumulated deficit)
|
(7,256)
|
**(6,899)
|
(7,738)
|
Total equity attributed
to shareholders of the
Company
|
95,724
|
115,838
|
102,090
|
Non-Controlling
Interest
|
(12,647)
|
**(1,731)
|
(13,488)
|
Total
equity
|
83,077
|
114,107
|
88,602
|
Total liabilities
and equity
|
576,157
|
551,979
|
614,469
|
* Convenience translation into US$ (exchange rate as at
December 31, 2022: euro 1 = US$
1.066)
** Restatement in connection with the retrospective application of
an amendment to IAS 16 as required under the amendment.
Ellomay Capital Ltd.
and its Subsidiaries
|
Condensed
Consolidated Interim Statements of Profit or Loss and Other
Comprehensive Income (Loss)
|
|
For the three months
ended December 31,
|
For the year
ended December 31,
|
For the three
months
ended December 31,
|
For the year
ended December 31,
|
|
|
2022
|
2021
|
2022
|
2021
|
2022
|
2022
|
|
Unaudited
|
Unaudited
|
Audited
|
Unaudited
|
Unaudited
|
|
€ in
thousands (except per share data)
|
Convenience
Translation into US$*
|
Revenues
|
8,635
|
**12,017
|
53,360
|
**45,721
|
9,209
|
56,908
|
Operating
expenses
|
(5,660)
|
**(5,873)
|
(24,089)
|
**(17,590)
|
(6,036)
|
(25,691)
|
Depreciation and
amortization expenses
|
(4,241)
|
**(4,038)
|
(16,092)
|
**(15,116)
|
(4,523)
|
(17,162)
|
Gross profit
(loss)
|
(1,266)
|
2,106
|
13,179
|
13,015
|
(1,350)
|
14,055
|
|
|
|
|
|
|
|
Project development
costs
|
(1,104)
|
(663)
|
(3,784)
|
(2,508)
|
(1,177)
|
(4,036)
|
General and
administrative expenses
|
(926)
|
(1,712)
|
(5,892)
|
(5,661)
|
(988)
|
(6,284)
|
Share of profits of
equity accounted investee
|
650
|
(167)
|
1,206
|
117
|
693
|
1,286
|
Operating profit
(loss)
|
(2,646)
|
(436)
|
4,709
|
4,963
|
(2,822)
|
5,021
|
|
|
|
|
|
|
|
Financing
income
|
8,933
|
585
|
9,565
|
2,931
|
9,527
|
10,201
|
Financing income
(expenses) in connection with derivatives and warrants,
net
|
(410)
|
(438)
|
605
|
(841)
|
(437)
|
645
|
Financing expenses in
connection with projects finance
|
(1,919)
|
(12,276)
|
(7,765)
|
(17,800)
|
(2,047)
|
(8,281)
|
Financing expenses in
connection with debentures
|
(799)
|
(420)
|
(2,130)
|
(3,220)
|
(852)
|
(2,272)
|
Interest expenses on
minority shareholder loan
|
(306)
|
(551)
|
(1,529)
|
(2,055)
|
(326)
|
(1,631)
|
Other financing
expenses
|
(224)
|
(3,346)
|
(1,212)
|
(5,899)
|
(239)
|
(1,293)
|
Financing income
(expenses), net
|
5,275
|
(16,446)
|
(2,466)
|
(26,884)
|
5,626
|
(2,631)
|
Profit (loss) before
taxes on income
|
2,629
|
(16,882)
|
2,243
|
(21,921)
|
2,804
|
2,390
|
Tax benefit (taxes on
income)
|
(153)
|
**3,043
|
(2,103)
|
**2,281
|
(163)
|
(2,243)
|
Profit (loss) for
the period
|
2,476
|
(13,839)
|
140
|
(19,640)
|
2,641
|
147
|
Profit (loss)
attributable to:
|
|
|
|
|
|
|
Owners of the
Company
|
3,429
|
**(8,351)
|
(357)
|
**(15,090)
|
3,657
|
(381)
|
Non-controlling
interests
|
(953)
|
**(5,488)
|
497
|
**(4,550)
|
(1,016)
|
528
|
Profit (loss) for
the period
|
2,476
|
(13,839)
|
140
|
(19,640)
|
2,641
|
147
|
Other comprehensive
income (loss) items
|
|
|
|
|
|
|
That after initial
recognition in comprehensive income (loss)
were or will be transferred to profit or loss:
|
|
|
|
|
|
|
Foreign currency
translation differences for foreign operations
|
(9,035)
|
6,696
|
(7,829)
|
12,284
|
(9,635)
|
(8,350)
|
Effective portion of
change in fair value of cash flow hedges
|
35,538
|
(783)
|
(28,283)
|
(13,429)
|
37,902
|
(30,163)
|
Net change in fair
value of cash flow hedges
transferred to profit
or loss
|
-
|
(1,481)
|
821
|
(3,353)
|
-
|
876
|
Total other
comprehensive income (loss)
|
26,503
|
4,432
|
(35,291)
|
(4,498)
|
28,267
|
(37,637)
|
|
|
|
|
|
|
|
Total other
comprehensive income (loss) attributable to:
|
|
|
|
|
|
|
Owners of the
Company
|
9,582
|
5,260
|
(19,920)
|
3,124
|
10,220
|
(21,244)
|
Non-controlling
interests
|
16,921
|
(828)
|
(15,371)
|
(7,622)
|
18,047
|
(16,393)
|
Total other
comprehensive income (loss)
|
26,503
|
4,432
|
(35,291)
|
(4,498)
|
28,267
|
(37,637)
|
|
|
|
|
|
|
|
Total
comprehensive income (loss) for the
year
|
28,979
|
(9,407)
|
(35,151)
|
(24,138)
|
30,908
|
(37,490)
|
|
|
|
|
|
|
|
Total
comprehensive income (loss) for the
year attributable to:
|
|
|
|
|
|
|
Owners of the
Company
|
13,011
|
(3,091)
|
(20,277)
|
(11,966)
|
13,877
|
(21,625)
|
Non-controlling
interests
|
15,968
|
(6,316)
|
(14,874)
|
(12,172)
|
17,031
|
(15,865)
|
Total comprehensive
income (loss) for the year
|
28,979
|
(9,407)
|
(35,151)
|
(24,138)
|
30,908
|
(37,490)
|
|
|
|
|
|
|
|
Basic profit (loss)
per share
|
0.27
|
**(0.62)
|
(0.03)
|
**(1.18)
|
0.29
|
(0.03)
|
Diluted profit
(loss) per share
|
0.27
|
**
(0.62)
|
(0.03)
|
**(1.18)
|
0.29
|
(0.03)
|
* Convenience translation into US$ (exchange rate as at
December 31, 2022: euro 1 = US$
1.066)
** Restatement in connection with the retrospective application of
an amendment to IAS 16 as required under the amendment.
|
|
|
Ellomay Capital Ltd.
and its Subsidiaries
|
Condensed
Consolidated Interim Statements of Changes in Equity
|
|
|
|
Attributable to
shareholders of the Company
|
Non-
controlling
Interests
|
Total
|
|
|
|
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, 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 year
|
-
|
-
|
(357)
|
-
|
-
|
-
|
-
|
(357)
|
497
|
140
|
Other comprehensive
loss for the year
|
-
|
-
|
-
|
-
|
(7,395)
|
(12,525)
|
-
|
(19,920)
|
(15,371)
|
(35,291)
|
Total comprehensive
loss for the year
|
-
|
-
|
(357)
|
-
|
(7,395)
|
(12,525)
|
-
|
(20,277)
|
(14,874)
|
(35,151)
|
Transactions with
owners of the Company,
recognized directly in equity:
|
|
|
|
|
|
|
|
|
|
|
Issuance of Capital
note to non-controlling interest
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
3,958
|
3,958
|
Options
exercise
|
28
|
8
|
-
|
-
|
-
|
-
|
-
|
36
|
-
|
36
|
Share-based
payments
|
-
|
127
|
-
|
-
|
-
|
-
|
-
|
127
|
-
|
127
|
Balance as at
December 31, 2022
|
25,633
|
86,018
|
(7,256)
|
(1,736)
|
7,970
|
(20,602)
|
5,697
|
95,724
|
(12,647)
|
83,077
|
|
|
|
|
|
|
|
|
|
|
|
For the three
months
|
|
|
|
|
|
|
|
|
|
|
ended December 31,
2022 (Unaudited):
|
|
|
|
|
|
|
|
|
|
|
Balance as at
September 30, 2022
|
25,605
|
85,973
|
(10,685)
|
(1,736)
|
16,517
|
(38,731)
|
5,697
|
82,640
|
(28,615)
|
54,025
|
Profit (loss) for
the year
|
-
|
-
|
3,429
|
-
|
-
|
-
|
-
|
3,429
|
(953)
|
2,476
|
Other comprehensive
income (loss) for the year
|
-
|
-
|
-
|
-
|
(8,547)
|
18,129
|
-
|
9,582
|
16,921
|
26,503
|
Total comprehensive
income (loss) for the year
|
-
|
-
|
3,429
|
-
|
(8,547)
|
18,129
|
-
|
13,011
|
15,968
|
28,979
|
Transactions with
owners of the Company, recognized directly in
equity:
|
|
|
|
|
|
|
|
|
|
|
Options
exercise
|
28
|
8
|
-
|
-
|
-
|
-
|
-
|
36
|
-
|
36
|
Share-based
payments
|
-
|
37
|
-
|
-
|
-
|
-
|
-
|
37
|
-
|
37
|
Balance as at
December 31, 2022
|
25,633
|
86,018
|
(7,256)
|
(1,736)
|
7,970
|
(20,602)
|
5,697
|
95,724
|
(12,647)
|
83,077
|
|
|
|
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
|
|
|
|
€ 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
|
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 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
|
(6,899)
|
(1,736)
|
15,365
|
(8,077)
|
5,697
|
115,838
|
(1,731)
|
114,107
|
|
|
|
|
|
|
|
|
|
|
|
For the three
months
|
|
|
|
|
|
|
|
|
|
|
ended December 31,
2021 (Unaudited):
|
|
|
|
|
|
|
|
|
|
|
Balance as
at
|
|
|
|
|
|
|
|
|
|
|
September 30,
2021
|
25,578
|
85,774
|
1,452
|
(1,736)
|
9,093
|
(7,065)
|
5,145
|
118,241
|
4,585
|
122,826
|
Loss for the
year
|
-
|
-
|
*
(8,351)
|
-
|
-
|
-
|
-
|
(8,351)
|
(5,488)
|
(13,839)
|
Other comprehensive
income (loss) for the year
|
-
|
-
|
-
|
-
|
6,272
|
(1,012)
|
-
|
5,260
|
(828)
|
4,432
|
Total comprehensive
income (loss) for the period
|
-
|
-
|
(8,351)
|
-
|
6,272
|
(1,012)
|
-
|
(3,091)
|
(6,316)
|
(9,407)
|
Transactions with
owners of the Company, recognized directly in
equity:
|
|
|
|
|
|
|
|
|
|
|
Acquisition of
shares in subsidiaries from non-controlling
interests
|
-
|
-
|
-
|
-
|
-
|
-
|
552
|
552
|
-
|
552
|
Issuance of ordinary
shares
|
-
|
71
|
-
|
-
|
-
|
-
|
-
|
71
|
-
|
71
|
Options
exercise
|
27
|
-
|
-
|
-
|
-
|
-
|
-
|
27
|
-
|
27
|
Share-based
payments
|
-
|
38
|
-
|
-
|
-
|
-
|
-
|
38
|
-
|
38
|
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
|
** Restatement in connection with the retrospective application
of an amendment to IAS 16 as required under the amendment.
|
|
|
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
|
|
|
|
Convenience
translation into US$ (exchange rate as at December 31, 2021: euro 1
= US$ 1.066)
|
For the year
ended
|
|
|
|
|
|
|
|
|
|
|
December 31, 2022
(Unaudited):
|
|
|
|
|
|
|
|
|
|
|
Balance as at
January 1, 2022
|
27,307
|
91,594
|
(7,357)
|
(1,851)
|
16,386
|
(8,614)
|
6,076
|
123,541
|
(1,844)
|
121,697
|
Profit (loss) for
the year
|
-
|
-
|
(381)
|
-
|
-
|
-
|
-
|
(381)
|
528
|
147
|
Other comprehensive
loss for the year
|
-
|
-
|
-
|
-
|
(7,887)
|
(13,357)
|
-
|
(21,244)
|
(16,393)
|
(37,637)
|
Total comprehensive
loss for the year
|
-
|
-
|
(381)
|
-
|
(7,887)
|
(13,357)
|
-
|
(21,625)
|
(15,865)
|
(37,490)
|
Transactions with
owners of the Company,
recognized directly in equity:
|
|
|
|
|
|
|
|
|
|
|
Issuance of Capital
note to non-controlling interest
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
4,221
|
4,221
|
Options
exercise
|
30
|
9
|
-
|
-
|
-
|
-
|
-
|
39
|
-
|
39
|
Share-based
payments
|
-
|
135
|
-
|
-
|
-
|
-
|
-
|
135
|
-
|
135
|
Balance as at
December 31, 2022
|
27,337
|
91,738
|
(7,738)
|
(1,851)
|
8,499
|
(21,971)
|
6,076
|
102,090
|
(13,488)
|
88,602
|
|
|
|
|
|
|
|
|
|
|
|
For the three
months
|
|
|
|
|
|
|
|
|
|
|
ended December 31,
2022 (Unaudited):
|
|
|
|
|
|
|
|
|
|
|
Balance as at
September 30, 2022
|
27,307
|
91,690
|
(11,395)
|
(1,851)
|
17,614
|
(41,306)
|
6,076
|
88,135
|
(30,519)
|
57,616
|
Profit (loss) for
the year
|
-
|
-
|
3,657
|
-
|
-
|
-
|
-
|
3,657
|
(1,016)
|
2,641
|
Other comprehensive
income (loss) for the year
|
-
|
-
|
-
|
-
|
(9,115)
|
19,335
|
-
|
10,220
|
18,047
|
28,267
|
Total comprehensive
income (loss) for the year
|
-
|
-
|
3,657
|
-
|
(9,115)
|
19,335
|
-
|
13,877
|
17,031
|
30,908
|
Transactions with
owners of the Company, recognized directly in
equity:
|
|
|
|
|
|
|
|
|
|
|
Options
exercise
|
30
|
9
|
-
|
-
|
-
|
-
|
-
|
39
|
-
|
39
|
Share-based
payments
|
-
|
39
|
-
|
-
|
-
|
-
|
-
|
39
|
-
|
39
|
Balance as at
December 31, 2022
|
27,337
|
91,738
|
(7,738)
|
(1,851)
|
8,499
|
(21,971)
|
6,076
|
102,090
|
(13,488)
|
88,602
|
Ellomay Capital Ltd.
and its Subsidiaries
|
Condensed
Consolidated Interim Statements of Cash Flow
|
|
For the three
months
ended December 31,
|
For the year ended
December 31,
|
For the three
months
ended December 31,
|
For the year
ended
December 31,
|
|
2022
|
2021
|
2022
|
2021
|
2022
|
2022
|
|
Unaudited
|
Unaudited
|
Audited
|
Unaudited
|
Unaudited
|
|
€ in
thousands
|
Convenience
Translation into US$*
|
Cash flows from
operating activities
|
|
|
|
|
|
|
Profit for the
period
|
2,476
|
**(13,839)
|
140
|
**(19,640)
|
2,641
|
147
|
Adjustments
for:
|
|
|
|
|
|
|
Financing expenses,
net
|
(5,275)
|
16,446
|
2,466
|
26,884
|
(5,626)
|
2,631
|
Profit from settlement
of derivatives contract
|
-
|
-
|
-
|
(407)
|
-
|
-
|
Depreciation and
amortization
|
4,241
|
**4,038
|
16,092
|
**15,116
|
4,523
|
17,162
|
Share-based payment
transactions
|
37
|
38
|
127
|
63
|
39
|
135
|
Share of profits of
equity accounted investees
|
(650)
|
167
|
(1,206)
|
(117)
|
(693)
|
(1,286)
|
Payment of interest on
loan from an equity accounted investee
|
-
|
-
|
-
|
859
|
-
|
-
|
Change in trade
receivables and other receivables
|
441
|
4,542
|
724
|
(1,883)
|
470
|
772
|
Change in other
assets
|
(99)
|
(345)
|
(209)
|
(545)
|
(106)
|
(223)
|
Change in receivables
from concessions project
|
(48)
|
267
|
(521)
|
1,580
|
(51)
|
(556)
|
Change
in trade payables
|
2,451
|
166
|
1,697
|
154
|
2,614
|
1,810
|
Change in other
payables
|
(591)
|
(4,834)
|
3,807
|
2,380
|
(630)
|
4,060
|
Tax benefit
|
153
|
**(3,043)
|
2,103
|
**(2,281)
|
163
|
2,243
|
Income taxes
paid
|
(1,938)
|
(79)
|
(6,337)
|
(94)
|
(2,067)
|
(6,758)
|
Interest
received
|
493
|
517
|
1,896
|
1,844
|
526
|
2,022
|
Interest
paid
|
(4,275)
|
(1,701)
|
(9,459)
|
(7,801)
|
(4,559)
|
(10,088)
|
|
(5,060)
|
16,179
|
11,180
|
35,752
|
(5,397)
|
11,924
|
Net cash from (used in)
operating activities
|
(2,584)
|
2,340
|
11,320
|
16,112
|
(2,756)
|
12,071
|
Cash flows from
investing activities
|
|
|
|
|
|
|
Acquisition of fixed
assets
|
(9,543)
|
(7,435)
|
(48,610)
|
(80,885)
|
(10,178)
|
(51,842)
|
VAT associated with the
acquisition of fixed assets
|
-
|
(2,310)
|
-
|
-
|
-
|
-
|
Repayment of loan from
an equity accounted investee
|
-
|
-
|
149
|
1,400
|
-
|
159
|
Loan to an equity
accounted investee
|
(68)
|
(39)
|
(128)
|
(335)
|
(73)
|
(137)
|
Advances on account of
investments
|
(774)
|
8
|
(774)
|
-
|
(825)
|
(825)
|
Proceeds from
marketable securities
|
(1,062)
|
(1,897)
|
(1,062)
|
(112)
|
(1,133)
|
(1,133)
|
Proceeds from
settlement of derivatives, net
|
-
|
(724)
|
3,272
|
(976)
|
-
|
3,490
|
Proceed (investment) in
restricted cash, net
|
4,007
|
(5,786)
|
(4,873)
|
(5,990)
|
4,273
|
(5,197)
|
Investment in short
term deposit
|
-
|
(27,132)
|
27,645
|
(18,599)
|
-
|
29,483
|
Net cash used in
investing activities
|
(7,440)
|
(45,315)
|
(24,381)
|
(105,497)
|
(7,936)
|
(26,002)
|
Cash flows from
financing activities
|
|
|
|
|
|
|
Sale of shares in
subsidiaries to non-controlling interests
|
-
|
32,130
|
-
|
1,400
|
-
|
-
|
Proceeds from
options
|
36
|
10,799
|
36
|
49
|
38
|
38
|
Cost associated with
long term loans
|
3
|
(35,311)
|
(9,988)
|
(2,796)
|
3
|
(10,652)
|
Payment of principal of
lease liabilities
|
18,853
|
(8,478)
|
(5,703)
|
(4,803)
|
20,107
|
(6,082)
|
Proceeds from long-term
loans
|
-
|
37,033
|
215,170
|
32,947
|
-
|
229,478
|
Repayment of long-term
loSans
|
(5,308)
|
(18,927)
|
(153,751)
|
(18,905)
|
(5,661)
|
(163,975)
|
Repayment of
Debentures
|
-
|
(29,411)
|
(19,764)
|
(30,730)
|
-
|
(21,078)
|
Repayment of SWAP
instrument associated with long term loans
|
-
|
-
|
(3,290)
|
-
|
-
|
(3,509)
|
Proceeds from issue of
convertible debentures
|
-
|
-
|
-
|
15,571
|
-
|
-
|
Proceeds from issuance
of Debentures, net
|
-
|
32,252
|
-
|
57,717
|
-
|
-
|
Issuance / exercise of
warrants
|
-
|
2,346
|
-
|
3,746
|
-
|
-
|
Net cash from
financing activities
|
13,584
|
22,433
|
22,710
|
54,196
|
14,487
|
24,220
|
Effect of exchange rate
fluctuations on cash and cash equivalents
|
(5,589)
|
3,718
|
(4,420)
|
9,573
|
(5,959)
|
(4,713)
|
Increase (decrease) in
cash and cash equivalents
|
(2,029)
|
(16,824)
|
5,229
|
(25,616)
|
(2,164)
|
5,576
|
Cash and cash
equivalents at the beginning of the period
|
48,487
|
58,053
|
41,229
|
66,845
|
51,711
|
43,971
|
Cash and cash
equivalents at the end of the period
|
46,458
|
41,229
|
46,458
|
41,229
|
49,547
|
49,547
|
|
|
|
|
|
|
|
|
* Convenience translation into US$ (exchange rate as at
December 31, 2022: euro 1 = US$
1.066)
** Restatement in connection with the retrospective application
of an amendment to IAS 16 as required under the amendment.
Ellomay Capital Ltd.
and its Subsidiaries
|
Operating
Segments
|
|
PV
|
|
|
|
Total
|
|
|
|
|
|
Ellomay
|
|
|
Bio
|
|
|
reportable
|
|
Total
|
|
Italy
|
Spain
|
Solar
|
Talasol
|
Israel
|
Gas
|
Dorad
|
Manara
|
segments
|
Reconciliations
|
consolidated
|
|
For the year ended
December 31, 2022
|
|
€ in
thousands
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
-
|
3,264
|
3,597
|
32,740
|
1,119
|
12,640
|
62,813
|
-
|
116,173
|
(62,813)
|
53,360
|
Operating
expenses
|
-
|
(322)
|
(1,399)
|
(8,764)
|
(418)
|
(13,186)
|
(47,442)
|
-
|
(71,531)
|
47,442
|
(24,089)
|
Depreciation
expenses
|
-
|
(908)
|
(427)
|
(11,400)
|
(512)
|
(2,824)
|
(6,339)
|
-
|
(22,410)
|
6,318
|
(16,092)
|
Gross profit
(loss)
|
-
|
2,034
|
1,771
|
12,576
|
189
|
(3,370)
|
9,032
|
-
|
22,232
|
(9,053)
|
13,179
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Gross
profit (loss)
|
-
|
2,034
|
1,771
|
12,576
|
1,565[1]
|
(3,370)
|
9,032
|
-
|
23,608
|
(10,429)
|
13,179
|
Project development
costs
|
|
|
|
|
|
|
|
|
|
|
(3,784)
|
General and
administrative expenses
|
|
|
|
|
|
|
|
|
|
|
(5,892)
|
Share of loss of equity
accounted investee
|
|
|
|
|
|
|
|
|
|
|
1,206
|
Operating
profit
|
|
|
|
|
|
|
|
|
|
|
4,709
|
Financing
income
|
|
|
|
|
|
|
|
|
|
|
9,565
|
Financing expenses in
connection
|
|
|
|
|
|
|
|
|
|
|
|
with
derivatives and warrants,
net
|
|
|
|
|
|
|
|
|
|
|
605
|
Financing expenses,
net
|
|
|
|
|
|
|
|
|
|
|
(12,636)
|
Profit before
taxes on Income
|
|
|
|
|
|
|
|
|
|
|
2,243
|
Segment assets as
at
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2022
|
22,608
|
14,577
|
20,090
|
244,584
|
34,750
|
32,002
|
107,079
|
137,432
|
613,122
|
(36,965)
|
576,157
|
Ellomay Capital Ltd.
and its Subsidiaries
|
Reconciliation of
Profit (Loss) to EBITDA
|
|
For the three months
ended December 31,
|
For the year ended
December 31,
|
For the three months
ended December 31,
|
For the year ended
December 31,
|
|
2022
|
2021
|
2022
|
2021
|
2022
|
2022
|
|
€ in
thousands
|
Convenience
Translation into US$*
|
Net (profit) loss
for the period
|
2,476
|
**(13,839)
|
140
|
**(19,640)
|
2,641
|
147
|
Financing expenses,
net
|
(5,275)
|
16,446
|
2,466
|
26,884
|
(5,626)
|
2,631
|
Tax
benefit
|
153
|
**(3,043)
|
2,103
|
**(2,281)
|
163
|
2,243
|
Depreciation and
amortization
|
4,241
|
**4,038
|
16,092
|
**15,116
|
4,523
|
17,162
|
EBITDA
|
1,595
|
3,602
|
20,801
|
20,079
|
1,701
|
22,183
|
|
|
|
|
|
|
|
|
* Convenience translation into US$ (exchange rate as at
December 31, 2022: euro 1 = US$
1.066)
** Restatement in connection with the retrospective application
of an amendment to IAS 16 as required under the amendment.
Ellomay Capital Ltd. and its Subsidiaries
Information for the Company's Debenture Holders
Potential Warning Signs
As of December 31, 2022, we had
working capital deficiency of approximately €29.2 million. The
working capital deficiency as of December
31, 2022, resulted from the recording of current maturities
of derivatives in the amount of approximately €33.2 million as a
result of the increase in the fair value of the liability resulting
from the Talasol PPA. These current maturities do not impact our
cash flows. Taking into account the nature of the current
maturities, in our opinion our working capital is sufficient for
our present requirements.
Upon the issuance of our Debentures, we undertook to comply with
the "hybrid model disclosure requirements" as determined by the
Israeli Securities Authority and as described in the Israeli
prospectuses published in connection with the public offering of
our Debentures. This model provides that in the event certain
financial "warning signs" exist in our consolidated financial
results or statements, and for as long as they exist, we will be
subject to certain disclosure obligations towards the holders of
our Debentures. One possible "warning sign" is the existence of a
working capital deficiency (if the board of directors of the
company does not determine that the working capital deficiency is
not an indication of a liquidity problem). In examining the
existence of warning signs as of December
31, 2022, our Board of Directors noted the working capital
deficiency as of December 31, 2022.
Our board of directors reviewed our financial position, outstanding
debt obligations and our existing and anticipated cash resources
and uses and determined that the existence of a working capital
deficiency as of December 31, 2022
does not indicate a liquidity problem. In making such
determination, our board of directors noted the following: (i) the
deficiency in working capital resulted from the recording of
current maturities of derivatives in the amount of approximately
€33.2 million as a result of the increase in the fair value of the
liability resulting from the Talasol PPA, which does not impact our
cash flow in the next 12 months as Talasol's revenues from the sale
of electricity during the same period are expected to exceed its
liability and payments to the PPA provider, (ii) pursuant to the
applicable accounting rules, we are required to recognize the fair
value of expected future payments to the PPA provider as a
liability but do not recognize the expected revenues from the
Talasol PV Plant as assets, as these expected revenues cannot be
recorded as an asset under accounting rules, resulting in an
increase in current liabilities and a working capital deficiency,
and (iii) our operating subsidiaries generated a positive cash flow
during the year ended December 31,
2022.
Financial Covenants
Pursuant to the Deeds of Trust governing the Company's Series C,
Series D and Series E Debentures (together, the
"Debentures"), the Company is required to maintain certain
financial covenants. For more information, see Item 5.B of the
Company's Annual Report on Form 20-F submitted to the Securities
and Exchange Commission on March 31,
2022, and below.
Net Financial Debt
As of December 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 €62.6
million (consisting of approximately €278[2] million of
short-term and long-term debt from banks and other interest bearing
financial obligations, approximately €111.9[3] 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 €49.3 million of cash and cash equivalents,
short-term deposits and marketable securities and net of
approximately €278[4] 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 December 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 €129.2 million, (ii) the ratio of the Company's Net
Financial Debt (as set forth above) to the Company's CAP, Net
(defined as the Company's Adjusted Shareholders' Equity plus the
Net Financial Debt) was 32.6%, and (iii) the ratio of the Company's
Net Financial Debt to the Company's Adjusted EBITDA[5], was
2.6.
The following is a reconciliation between the Company's profit
and the Adjusted EBITDA (as defined in the Series C Deed of Trust)
for the four-quarter period ended December
31, 2022:
|
For the four-quarter
period
ended December 31, 2022
|
|
Unaudited
|
|
€ in
thousands
|
Profit for the
period
|
140
|
Financing expenses,
net
|
2,466
|
Taxes on
income
|
2,103
|
Depreciation
|
16,092
|
Share-based
payments
|
127
|
Adjustment to revenues
of the Talmei Yosef PV Plant due to
calculation based on the fixed asset model
|
3,427
|
Adjusted EBITDA as
defined the Series C Deed of Trust
|
24,355
|
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 December 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 €129.2 million, (ii) the ratio of the Company's Net
Financial Debt (as set forth above) to the Company's CAP, Net
(defined as the Company's Adjusted Shareholders' Equity plus the
Net Financial Debt) was 32.6%, and (iii) the ratio of the Company's
Net Financial Debt to the Company's Adjusted EBITDA[6] was
2.3.
The following is a reconciliation between the Company's profit
and the Adjusted EBITDA (as defined in the Series D Deed of Trust)
for the four-quarter period ended December
31, 2022:
|
For the four quarter
period
ended December 31, 2022
|
|
Unaudited
|
|
€ in
thousands
|
Profit for the
period
|
140
|
Financing expenses,
net
|
2,466
|
Taxes on
income
|
2,103
|
Depreciation and
amortization expenses
|
16,092
|
Adjustment to revenues
of the Talmei Yosef PV Plant due to
calculation based on the fixed asset model
|
3,427
|
Share-based
payments
|
127
|
Adjustment to data
relating to projects with a Commercial Operation
Date during the four preceding quarters[7]
|
2,328
|
Adjusted EBITDA as
defined the Series D Deed of Trust
|
26,683
|
Information for the Company's Series E Debenture
Holders
The Deed of Trust governing the Company's Series E Debentures
includes an undertaking by the Company to maintain certain
financial covenants, whereby a breach of such financial covenants
for the periods set forth in the Series E Deed of Trust is a cause
for immediate repayment. As of December 31,
2022, the Company was in compliance with the financial
covenants set forth in the Series E Deed of Trust as follows: (i)
the Company's Adjusted Shareholders' Equity (as defined in the
Series E Deed of Trust) was approximately €129.2 million, (ii) the
ratio of the Company's Net Financial Debt (as set forth above) to
the Company's CAP, Net (defined as the Company's Adjusted
Shareholders' Equity plus the Net Financial Debt) was 32.6%, and
(iii) the ratio of the Company's Net Financial Debt to the
Company's Adjusted EBITDA[8] was 2.3.
The following is a reconciliation between the Company's profit
and the Adjusted EBITDA (as defined in the Series E Deed of Trust)
for the four-quarter period ended December
31, 2022:
|
For the four-quarter
period
ended December 31, 2022
|
|
Unaudited
|
|
€ in
thousands
|
Profit for the
period
|
140
|
Financing expenses,
net
|
2,466
|
Taxes on
income
|
2,103
|
Depreciation and
amortization expenses
|
16,092
|
Adjustment to revenues
of the Talmei Yosef PV Plant due to
calculation based on the fixed asset model
|
3,427
|
Share-based
payments
|
127
|
Adjustment to data
relating to projects with a Commercial Operation
Date during the four preceding quarters[9]
|
2,328
|
Adjusted EBITDA as
defined the Series E Deed of Trust
|
26,683
|
[1] The gross profit of the Talmei Yosef PV Plant located in
Israel is adjusted to include
income from the sale of electricity (approximately €3,427 thousand)
and depreciation expenses (approximately €2,051 thousand) under the
fixed asset model, which were not recognized as revenues and
depreciation expenses, respectively, under the financial asset
model as per IFRIC 12.
[2] Short-term and long-term debt from banks and other
interest-bearing financial obligations amount provided above,
includes an amount of approximately €4.1 million costs associated
with such debt, which was capitalized and therefore offset from the
debt amount that is recorded in the Company's balance
sheet.
[3] Debentures amount provided above includes an amount of
approximately €1.5 million associated costs, which was capitalized
and therefore offset from the debentures amount that is
recorded in the Company's balance sheet.
[4] 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).
[5] 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."
[6] 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."
[7] The adjustment is based on the results of Ellomay Solar
since June 2022.
[8] The term "Adjusted EBITDA" is defined in the Series E Deed
of Trust as earnings before financial expenses, net, taxes,
depreciation and amortization, where the revenues from the
Company's operations, such as the Talmei Yosef PV Plant, are
calculated based on the fixed asset model and not based on the
financial asset model (IFRIC 12), and before share-based payments,
when the data of assets or projects whose Commercial Operation Date
(as such term is defined in the Series E Deed of Trust) occurred in
the four quarters that preceded the relevant date will be
calculated based on Annual Gross Up (as such term is defined in the
Series E Deed of Trust). The Series E Deed of Trust provides that
for purposes of the financial covenant, the Adjusted EBITDA will be
calculated based on the four preceding quarters, in the aggregate.
The Adjusted EBITDA is presented in this press release as part of
the Company's undertakings towards the holders of its Series E
Debentures. For a general discussion of the use of non-IFRS
measures, such as EBITDA and Adjusted EBITDA see above under "Use
of NON-IFRS Financial Measures."
[9] The adjustment is based on the results of Ellomay Solar
since June 2022.
View original
content:https://www.prnewswire.com/news-releases/ellomay-capital-reports-results-for-the-fourth-quarter-and-full-year-of-2022-301787085.html
SOURCE Ellomay Capital Ltd