TEL AVIV, Israel, Sept. 30, 2021 /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 three and six month periods
ended June 30, 2021.
Financial Highlights
- Revenues were approximately €19.5 million for the six months
ended June 30, 2021, compared to
approximately €4.2 million for the six months ended June 30, 2020. The increase in revenues is mainly
attributable to the achievement of PAC (preliminary acceptance
certificate) of the photovoltaic plant held by Talasol Solar S.L.
(the "Talasol PV Plant") on January
27, 2021, upon which the Company commenced recognition of
revenues. The increase is also attributable to the acquisition of
the Groen Gas Gelderland B.V. biogas facility (the "Gelderland
Biogas Plant"), in December 2020
and to improved operational efficiency at the Company's biogas
plants in the Netherlands.
- Operating expenses were approximately €7.5 million for the six
months ended June 30, 2021, compared
to approximately €2.1 million for the six months ended June 30, 2020. The increase in operating expenses
is mainly attributable to the achievement of PAC of the Talasol PV
Plant on January 27, 2021 and the
acquisition of the Gelderland Biogas Plant in December 2020. Depreciation expenses were
approximately €7.1 million for the six months ended June 30, 2021, compared to approximately €1.4
million for the six months ended June 30,
2020.
- Project development costs were approximately
€1.1 million for the six months
ended June 30, 2021,
compared to approximately €2.3 million for the
six months ended June 30, 2020. The decrease in
project development costs is mainly due to capitalization of
expenses in connection with the project to construct a 156 MW
pumped storage hydro power plant in the Manara Cliff, Israel.
- General and administrative expenses were approximately
€2.6 million for the six months ended
June 30, 2021, compared
to approximately €2.2 million for
the six months ended June 30,
2020. The increase is mostly due to increased D&O
liability insurance costs and to the Talasol PV Plant's expenses
following the achievement of PAC of the Talasol PV Plant on
January 27, 2021.
- Company's share of loss of equity accounted investee, after
elimination of intercompany transactions, was approximately €0.8
million for the six months ended June 30,
2021, compared to a profit of approximately €0.9 million in
the six months ended June 30, 2020.
The decrease in the Company's share of profit of equity accounted
investee is mainly attributable to the decrease in revenues of
Dorad Energy Ltd. ("Dorad") and higher financing expenses
incurred by Dorad for the period as a result of the CPI indexation
of loans from banks.
- Financing expenses, net was approximately €6.2 million for the
six months ended June 30, 2021,
compared to approximately €1.1 million for the six months ended
June 30, 2020. The increase in
financing expenses, net, was mainly due to €0.8 million of expenses
in connection with the early repayment of the Company's Series B
Debentures and financing expenses in connection with the Talasol PV
Plant previously capitalized to fixed assets that are recognized in
profit and loss starting from PAC, including approximately €1.1
million of interest on bank loans, €0.6 million of swap related
payments, €0.7 million of expenses in connection with the Talasol
PV Plant project finance and approximately €0.9 million of interest
accrued on shareholder loans granted by the minority shareholders
of Talasol.
- Taxes on income was approximately €0.1 million for the six
months ended June 30, 2021 and
2020.
- Net loss was approximately €5.8 million for the six months
ended June 30, 2021, compared to
approximately €4.3 million for the six months ended June 30, 2020.
- Total other comprehensive loss was approximately €4.7 million
for the six months ended June 30,
2021, compared to a loss of approximately €9.2 million for
the six months ended June 30, 2020.
The change was mainly due to changes in fair value of cash flow
hedges and from foreign currency translation differences on NIS
denominated operations, as a result of fluctuations in the euro/NIS
exchange rates.
- Total comprehensive loss was approximately €10.5 million for
the six months ended June 30, 2021,
compared to approximately €13.5 million for the six months ended
June 30, 2020.
- EBITDA was approximately €7.5 million for the six months ended
June 30, 2021, compared to negative
EBITDA of approximately €(1.6) million for the six months ended
June 30, 2020.
- Net cash provided by operating activities was approximately
€6.4 million for the six months ended June
30, 2021, compared to net cash used in operating activities
of approximately €1.9 million for the six months ended June 30, 2020. The increase in net cash from
operating activities is mainly attributable to the achievement of
PAC of the Talasol PV Plant on January 27,
2021, upon which the Company commenced recognition of
revenues and expenses.
- As of September 1, 2021, the
Company held approximately €72.5 million in cash and cash
equivalents and approximately €7.2 million in restricted short-term
and long-term cash.
Second Quarter 2021 CEO Review
Ran Fridrich, CEO and a board member of the Company, provided
the following CEO review:
The results of the first half reflect the continuation of the
Company's projected business plan and are in line with the
Company's forecasts. The main efforts of the Company are in three
levels: (a) operation and improvement of the existing asset
portfolio, (b) supervision and management of the construction of
the various projects (pumped storage in the Manara Cliff,
Israel and a 28 MW photovoltaic
plant in Spain) and (c)
development of new projects, mainly photovoltaic projects in Italy,
Spain and Israel (in the aggregate of approximately 450 MW in
advanced stages and approximately 800 MW in the preliminary
stages).
Operation of the Existing Asset Portfolio
Revenues in the photovoltaic segments exceeded the Company's
forecasts. The revenues of the Spanish portfolio under government
subsidy (approximately 7.9 MW) were higher by 6.6% higher than the
forecast, the revenues of the Talasol PV Plant (including income
derived during the period before the achievement of PAC) were 3%
higher than the forecast and the revenues of the Talmei Yosef PV
Plant (under the fixed asset model) were 4% higher than the
forecast.
Revenues of the biogas segment in the
Netherlands were 4% lower than the forecast mainly due to
the subsidy method used in the
Netherlands, which is paid based on the average price in the
year preceding the year of payment. The low gas prices in 2020
caused a deduction of approximately €1 million from revenues in
2021. In light of gas prices in 2021, the Company expects that in
2022 the subsidy will increase and will be paid in accordance with
the forecasts. Despite the impact on the subsidy in the first half
of 2021, the Company estimates that the revenue gap will decrease
during the remainder of 2021.
The Dorad Power Station contributed a loss of €0.7 million in
the first half of 2021 compared to a profit of €0.8 million in the
corresponding half last year. The majority of the loss is
attributed to an increase in financing expenses due to the linkage
of the debt to the Israeli consumer price index. In addition, a
regulatory change that increased the fines for deviating from the
production plan requires Dorad to exercise caution in assessing the
demand of existing customers, thereby reducing payments from the
Israel Electric Company. Moreover, the majority of Dorad's profit
is derived during July and August, and this is expected to be the
case this year as well.
The total operating expenses of the various projects were 4.5%
lower than forecast.
Projects under Construction
Pumped Storage Project in the Manara Cliff, Israel: The construction of the project is
progressing as planned. Excavation of the main access tunnel is
expected to begin in the coming days and extensive earthworks are
being carried out in the area of the upper and lower reservoirs and
in the area designated for the transformation station.
Ellomay Solar 28 MW PV Project in Spain: Construction work began a few months
ago and is progressing as planned. The connection to the grid is
expected at the end of 2021.
Projects under Development
Advanced Stage Development of 450 MW PV in Italy: The development of the projects is
progressing as planned, a tender is currently being completed for
contractors to carry out the first 3 projects with a total capacity
of approximately 120 MW. The current estimate for the commencement
of construction is the first quarter of 2022. In parallel, the
licensing process of the remainder of the portfolio continues,
which is expected to mature in 2022 and 2023 (the price of a
quality license ready for construction in Italy is more than €200,000 per MW).
Initial Stage Development of 800 MW PV in Italy and Spain: the development of these projects
continues.
Development of PV plus Storage PV Projects in Israel: land contracts have been executed and
the projects are in licensing process with the relevant regulatory
authorities.
Financing Expenses
The financing expenses item includes for the first time the
financing expenses of the Talasol PV Plant in the amount of
approximately €3.3 million (including the cost of an interest swap
transaction in the amount of €0.6 million and interest on the
shareholders' loan of the minority shareholders in the amount of
€0.9 million (a non-cash expenses that creates a tax shield for the
project). The financing expenses item also includes a one-time
expense of approximately €0.8 million on early redemption of the
Series B Debentures, which is expected to be returned to the
Company through the interest savings achieved in the transition to
Series C Debentures).
The financing expenses of the Company in connection with
Debentures (excluding expenses in connection with the early
repayment of Series B Debentures) were approximately €1.9
million.
Adjusted EBITDA and Adjusted FFO
The Adjusted EBITDA for the six month period ended
June 30, 2021 was €13 million and the
Adjusted FFO for the six month period ended June 30, 2021 was €9.6 million.
Use of NON-IFRS Financial Measures
EBITDA, Adjusted EBITDA and Adjusted FFO are non-IFRS
measures. EBITDA is defined as earnings before financial expenses,
net, taxes, depreciation and amortization and Adjusted FFO is
calculated by deducting interest expenses on bank loans and
debentures from the Adjusted EBITDA. The Company uses the
terms "Adjusted EBITDA" and "Adjusted FFO" to highlight the
fact that in the calculation of these Non-IFRS financial
measures the Company presents the revenues from the Talmei
Yosef PV Plant under the fixed asset model and not under IFRIC 12,
presents its share in Dorad based on distributions of profit and
not on the basis of equity gain using the equity method and
includes the financial results of the Talasol PV Plant for the
period prior to achievement of PAC that were not recognized in the
profit and loss statement based on accounting rules. The
Company presents these measures in order to enhance the
understanding of the Company's operating performance and to
enable comparability between periods. While the Company
considers these non-IFRS measures to be important measures of
comparative operating performance, these non-IFRS
measures should not be considered in isolation or as a
substitute for net income or other statement of operations or
cash flow data prepared in accordance with IFRS as a measure of
profitability or liquidity. These non-IFRS measures do not take
into account the Company's commitments, including capital
expenditures and restricted cash and, accordingly, are not
necessarily indicative of amounts that may be available for
discretionary uses. In addition, Adjusted FFO does not represent
and is not an alternative to cash flow from operations as defined
by IFRS and is not an indication of cash available to fund all cash
flow needs, including the ability to make distributions. Not all
companies calculate EBITDA, Adjusted EBITDA or Adjusted FFO in
the same manner, and the measures as presented may not be
comparable to similarly-titled measures presented by other
companies. The Company's EBITDA, Adjusted EBITDA and Adjusted FFO
may not be indicative of the Company's historic operating
results; nor is it meant to be predictive of potential future
results. The Company uses these measures internally as performance
measures and believes that when these measures are combined with
IFRS measures they add useful information concerning the Company's
operating performance. A reconciliation between results on an IFRS
and non-IFRS basis is provided on page 13 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 7.9MW of photovoltaic power plants in
Spain and a photovoltaic power
plant of approximately 9MW in Israel;
- 9.375% indirect interest in Dorad Energy Ltd., which owns and
operates one of Israel's largest
private power plants with production capacity of approximately
860MW, representing about 6%-8% of Israel's total current electricity
consumption;
- 51% of Talasol, which owns a photovoltaic plant with installed
capacity of 300MW in the municipality of Talaván, Cáceres,
Spain;
- Groen Gas Goor B.V., Groen Gas Oude-Tonge B.V. and Groen Gas
Gelderland B.V., project companies operating anaerobic digestion
plants in the Netherlands,
with a green gas production capacity of approximately 3 million,
3.8 million and 9.5 million (with a license to produce 7.5 million)
Nm3 per year, respectively;
- 83.333% of Ellomay Pumped Storage (2014) Ltd., which is
involved in a project to construct a 156 MW pumped storage hydro
power plant in the Manara Cliff, Israel.
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
the Covid-19 pandemic on the Company's operations and projects,
including in connection with steps taken by authorities in
countries in which the Company operates, changes in the market
price of electricity and in demand, regulatory changes, changes in
the supply and prices of resources required for the operation of
the Company's facilities (such as waste and natural gas) and in the
price of oil, and delays, technical and other disruptions in the
operations or construction of the power plants owned by the Company
or in the development efforts of the projects under development by
the Company. These and other risks and uncertainties associated
with the Company's business are described in greater detail in the
filings the Company makes from time to time with Securities and
Exchange Commission, including its Annual Report on Form 20-F. The
forward-looking statements are made as of this date and the Company
does not undertake any obligation to update any forward-looking
statements, whether as a result of new information, future events
or otherwise.
Contact:
Kalia Rubenbach (Weintraub)
CFO
Tel: +972 (3) 797-1111
Email: kaliaw@ellomay.com
Ellomay Capital Ltd.
and its Subsidiaries
|
Condensed
Consolidated Statements of Financial Position
|
|
|
|
June 30,
|
December 31,
|
June 30,
|
|
|
2021
|
2020
|
2021
|
|
|
(Unaudited)
|
(Audited)
|
(Unaudited)
|
|
|
|
|
Convenience Translation
|
|
|
€ in thousands
|
into US$ in thousands*
|
Assets
|
|
|
|
|
Current assets
|
|
|
|
|
Cash and cash
equivalents
|
|
67,259
|
66,845
|
79,943
|
Marketable
securities
|
|
-
|
1,761
|
-
|
Short term
deposits
|
|
-
|
8,113
|
-
|
Restricted
cash
|
|
4,216
|
-
|
5,011
|
Receivable from
concession project
|
|
1,589
|
1,491
|
1,889
|
Trade and other
receivables
|
|
9,761
|
9,825
|
11,62
|
|
|
82,825
|
88,035
|
98,445
|
Non-current assets
|
|
|
|
|
Investment in equity
accounted investee
|
|
30,126
|
32,234
|
35,807
|
Advances on account
of investments
|
|
2,445
|
2,423
|
2,906
|
Receivable from
concession project
|
|
25,014
|
25,036
|
29,731
|
Fixed
assets
|
|
312,983
|
264,095
|
372,008
|
Right-of-use
asset
|
|
22,944
|
17,209
|
27,271
|
Intangible
asset
|
|
4,506
|
4,604
|
5,356
|
Restricted cash and
deposits
|
|
6,023
|
9,931
|
7,159
|
Deferred
tax
|
|
5,785
|
3,605
|
6,876
|
Long term
receivables
|
|
861
|
2,762
|
1,023
|
Derivatives
|
|
2,276
|
10,238
|
2,705
|
|
|
412,963
|
372,137
|
490,842
|
Total assets
|
|
495,788
|
460,172
|
589,287
|
Liabilities and Equity
|
|
|
|
|
Current liabilities
|
|
|
|
|
Current maturities of
long term bank loans
|
|
13,204
|
10,232
|
15,694
|
Current maturities of
long term loans
|
|
3,549
|
4,021
|
4,218
|
Debentures
|
|
12,815
|
10,600
|
15,232
|
Lease liability short
term
|
|
8,288
|
** 490
|
9,851
|
Trade
payables
|
|
2,692
|
12,387
|
3,202
|
Other
payables
|
|
11,461
|
** 7,422
|
13,617
|
|
|
52,009
|
45,152
|
61,814
|
Non-current liabilities
|
|
|
|
|
Lease
liability
|
|
15,524
|
17,299
|
18,452
|
Liabilities to
banks
|
|
149,789
|
134,520
|
178,038
|
Other long-term
loans
|
|
51,871
|
49,396
|
61,653
|
Debentures
|
|
80,661
|
72,124
|
95,873
|
Deferred
tax
|
|
8,124
|
7,806
|
9,656
|
Other long-term
liabilities
|
|
4,512
|
513
|
5,363
|
Derivatives
|
|
6,297
|
8,336
|
7,485
|
|
|
316,778
|
289,994
|
376,520
|
Total liabilities
|
|
368,787
|
335,146
|
438,334
|
|
|
|
|
|
Equity
|
|
|
|
|
Share
capital
|
|
25,578
|
25,102
|
30,402
|
Share
premium
|
|
85,762
|
82,401
|
101,936
|
Treasury
shares
|
|
(1,736)
|
(1,736)
|
(2,063)
|
Transaction reserve
with non-controlling Interests
|
|
5,145
|
6,106
|
6,115
|
Reserves
|
|
2,400
|
4,164
|
2,853
|
Retained
earnings
|
|
2,613
|
8,191
|
3,106
|
Total equity
attributed to shareholders of the Company
|
|
119,762
|
124,228
|
142,349
|
Non-Controlling
Interest
|
|
7,239
|
798
|
8,604
|
Total equity
|
|
127,001
|
125,026
|
150,953
|
Total liabilities and equity
|
|
495,788
|
460,172
|
589,287
|
* Convenience translation into US$ (exchange rate as at
June 30, 2021:
EUR 1 = US$
1.189)
** Reclassified
Ellomay Capital Ltd.
and its Subsidiaries
|
Condensed
Consolidated Statements of Comprehensive Income (in thousands,
except per share data)
|
|
|
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,
|
|
2021
|
2020
|
2021
|
2020
|
2020
|
2021
|
|
Unaudited
|
Unaudited
|
Audited
|
Unaudited
|
|
€ in
thousands
|
€ in
thousands
|
€ in
thousands
|
Convenience
Translation into US$*
|
Revenues
|
12,255
|
2,271
|
19,455
|
4,214
|
9,645
|
23,124
|
Operating
expenses
|
(4,289)
|
(1,085)
|
(7,506)
|
(2,146)
|
(4,951)
|
(8,922)
|
Depreciation and
amortization expenses
|
(4,005)
|
(721)
|
(7,056)
|
(1,447)
|
(2,975)
|
(8,387)
|
Gross
profit
|
3,961
|
465
|
4,893
|
621
|
1,719
|
5,815
|
|
|
|
|
|
|
|
Project development
costs
|
(614)
|
(584)
|
(1,119)
|
(2,338)
|
(3,491)
|
(1,330)
|
General and
administrative expenses
|
(1,309)
|
(1,123)
|
(2,572)
|
(2,204)
|
(4,512)
|
(3,057)
|
Share of profits
(losses) of equity accounted investee
|
(1,389)
|
(481)
|
(772)
|
850
|
1,525
|
(918)
|
Other
income
|
-
|
-
|
-
|
-
|
2,100
|
-
|
Operating profit
(loss)
|
649
|
(1,723)
|
430
|
(3,071)
|
(2,659)
|
510
|
|
|
|
|
|
|
|
Financing
income
|
850
|
378
|
1,716
|
886
|
2,134
|
2,040
|
Financing income
(expenses) in connection with derivatives and
warrants, net
|
15
|
145
|
(109)
|
1,099
|
1,094
|
(130)
|
Financing
expenses
|
(3,680)
|
(1,220)
|
(6,806)
|
(3,095)
|
(6,862)
|
(8,090)
|
Interest expenses on
minority shareholder loan
|
(557)
|
-
|
(939)
|
-
|
-
|
(1,116)
|
Financing expenses,
net
|
(3,372)
|
(697)
|
(6,138)
|
(1,110)
|
(3,634)
|
(7,296)
|
Loss before taxes
on income
|
(2,723)
|
(2,420)
|
(5,708)
|
(4,181)
|
(6,293)
|
(6,786)
|
Tax benefit (Taxes on
income)
|
(412)
|
16
|
(93)
|
(88)
|
125
|
(111)
|
Loss for the
period
|
(3,135)
|
(2,404)
|
(5,801)
|
(4,269)
|
(6,168)
|
(6,897)
|
Loss attributable
to:
|
|
|
|
|
|
|
Owners of the
Company
|
(3,509)
|
(2,055)
|
(5,578)
|
(3,472)
|
(4,627)
|
(6,630)
|
Non-controlling
interests
|
374
|
(349)
|
(223)
|
(797)
|
(1,541)
|
(267)
|
Loss for
the period
|
(3,135)
|
(2,404)
|
(5,801)
|
(4,269)
|
(6,168)
|
(6,897)
|
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
|
1,122
|
113
|
1,684
|
(86)
|
(482)
|
2,002
|
Effective portion of
change in fair value of cash flow
hedges
|
(3,273)
|
(23,401)
|
(5,202)
|
(9,289)
|
2,210
|
(6,183)
|
Net change in fair
value of cash flow hedges
transferred to profit
or loss
|
(221)
|
87
|
(1,225)
|
190
|
555
|
(1,456)
|
Total other
comprehensive income (loss)
|
(2,372)
|
(23,201)
|
(4,743)
|
(9,185)
|
2,283
|
(5,637)
|
|
|
|
|
|
|
|
Total other
comprehensive income (loss) attributable
to:
|
|
|
|
|
|
|
Owners of the
Company
|
(652)
|
(11,638)
|
(1,764)
|
(4,737)
|
881
|
(2,096)
|
Non-controlling
interests
|
(1,720)
|
(11,563)
|
(2,979)
|
(4,448)
|
1,402
|
(3,541)
|
Total other
comprehensive income (loss)
|
(2,372)
|
(23,201)
|
(4,743)
|
(9,185)
|
2,283
|
(5,637)
|
|
|
|
|
|
|
|
Total
comprehensive loss for the period
|
(5,507)
|
(25,605)
|
(10,544)
|
(13,454)
|
(3,885)
|
(12,534)
|
|
|
|
|
|
|
|
Total
comprehensive loss for the period attributable
to:
|
|
|
|
|
|
|
Owners of the
Company
|
(4,161)
|
(13,693)
|
(7,342)
|
(8,209)
|
(3,746)
|
(8,726)
|
Non-controlling
interests
|
(1,346)
|
(11,912)
|
(3,202)
|
(5,245)
|
(139)
|
(3,808)
|
Total
comprehensive loss for the period
|
(5,507)
|
(25,605)
|
(10,544)
|
(13,454)
|
(3,885)
|
(12,534)
|
|
|
|
|
|
|
|
Basic net loss per
share
|
(0.28)
|
(0.17)
|
(0.44)
|
(0.29)
|
(0.38)
|
(0.52)
|
Diluted net loss
per share
|
(0.28)
|
(0.17)
|
(0.44)
|
(0.29)
|
(0.38)
|
(0.52)
|
* Convenience translation into US$ (exchange rate as at
June 30, 2021: EUR 1 = US$
1.189)
Ellomay Capital Ltd.
and its Subsidiaries
|
Condensed
Consolidated Interim Statements of Changes in Equity (in
thousands)
|
|
|
|
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 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
|
Loss for the
period
|
-
|
-
|
(5,578)
|
-
|
-
|
-
|
-
|
(5,578)
|
(223)
|
(5,801)
|
Other
comprehensive loss for the period
|
-
|
-
|
-
|
-
|
1,636
|
(3,400)
|
-
|
(1,764)
|
(2,979)
|
(4,743)
|
Total
comprehensive loss for the period
|
-
|
-
|
(5,578)
|
-
|
1,636
|
(3,400)
|
-
|
(7,342)
|
(3,202)
|
(10,544)
|
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
|
2,613
|
(1,736)
|
5,459
|
(3,059)
|
5,145
|
119,762
|
7,239
|
127,001
|
Ellomay Capital Ltd.
and its Subsidiaries
|
Condensed
Consolidated Interim Statements of Changes in Equity (in thousands)
(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 six months
ended June 30, 2020 (unaudited):
|
|
|
|
|
|
|
|
|
|
|
Balance as at
January 1, 2020
|
21,998
|
64,160
|
12,818
|
(1,736)
|
4,356
|
(1,073)
|
6,106
|
106,629
|
937
|
107,566
|
Loss for the
period
|
-
|
-
|
(3,472)
|
-
|
-
|
-
|
-
|
(3,472)
|
(797)
|
(4,269)
|
Other
comprehensive loss for the period
|
-
|
-
|
-
|
-
|
(98)
|
(4,639)
|
-
|
(4,737)
|
(4,448)
|
(9,185)
|
Total
comprehensive loss for the period
|
-
|
-
|
(3,472)
|
-
|
(98)
|
(4,639)
|
-
|
(8,209)
|
(5,245)
|
(13,454)
|
Transactions with
owners of the Company, recognized
directly in equity:
|
|
|
|
|
|
|
|
|
|
|
Issuance of
ordinary shares
|
1,935
|
11,253
|
-
|
-
|
-
|
-
|
-
|
13,188
|
-
|
13,188
|
Share-based
payments
|
-
|
20
|
-
|
-
|
-
|
-
|
-
|
20
|
-
|
20
|
Balance as
at June 30, 2020
|
23,933
|
75,433
|
9,346
|
(1,736)
|
4,258
|
(5,712)
|
6,106
|
111,628
|
(4,308)
|
107,320
|
Ellomay Capital Ltd.
and its Subsidiaries
|
Condensed
Consolidated Interim Statements of Changes in Equity (in thousands)
(cont'd)
|
|
|
|
Non-
|
|
|
|
controlling
|
Total
|
|
Attributable to
shareholders of the Company
|
Interests
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Translation
|
|
Transaction
|
|
|
|
|
Share
|
Share
|
Retained
|
Treasury
|
Reserve
from
foreign
|
Hedging
|
reserve
with
non-controlling
|
|
|
|
|
capital
|
premium
|
earnings
|
shares
|
operations
|
Reserve
|
Interests
|
Total
|
|
|
|
€ in
thousands
|
For the year
ended December 31, 2020
(audited):
|
|
|
|
|
|
|
|
|
|
|
Balance as at
January 1, 2020
|
21,998
|
64,160
|
12,818
|
(1,736)
|
4,356
|
(1,073)
|
6,106
|
106,629
|
937
|
107,566
|
Profit (loss) for
the year
|
-
|
-
|
(4,627)
|
-
|
-
|
-
|
-
|
(4,627)
|
(1,541)
|
(6,168)
|
Other
comprehensive loss for the year
|
-
|
-
|
-
|
-
|
(533)
|
1,414
|
-
|
881
|
1,402
|
2,283
|
Total
comprehensive loss for the year
|
-
|
-
|
(4,627)
|
-
|
(533)
|
1,414
|
-
|
(3,746)
|
(139)
|
(3,885)
|
Transactions with
owners of the Company,
recognized directly in equity:
|
|
|
|
|
|
|
|
|
|
|
Issuance of
ordinary shares
|
3,084
|
18,191
|
-
|
-
|
-
|
-
|
-
|
21,275
|
-
|
21,275
|
Options
exercise
|
20
|
-
|
-
|
-
|
-
|
-
|
-
|
20
|
-
|
20
|
Share-based
payments
|
-
|
50
|
-
|
-
|
-
|
-
|
-
|
50
|
-
|
50
|
Balance as
at
|
|
|
|
|
|
|
|
|
|
|
December 31,
2020
|
25,102
|
82,401
|
8,191
|
(1,736)
|
3,823
|
341
|
6,106
|
124,228
|
798
|
125,026
|
Ellomay Capital Ltd.
and its Subsidiaries
|
Condensed
Consolidated Interim Statements of Changes in Equity (in thousands)
(cont'd)
|
|
|
|
|
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$*
|
For the six months
ended June 30, 2021 (unaudited):
|
|
|
|
|
|
|
|
|
|
|
Balance as at
January 1, 2021
|
29,836
|
97,942
|
9,736
|
(2,063)
|
4,544
|
405
|
7,257
|
147,657
|
951
|
148,608
|
Loss for the
period
|
-
|
-
|
(6,630)
|
-
|
-
|
-
|
-
|
(6,630)
|
(267)
|
(6,897)
|
Other
comprehensive loss for the period
|
-
|
-
|
-
|
-
|
1,945
|
(4,041)
|
-
|
(2,096)
|
(3,541)
|
(5,637)
|
Total
comprehensive loss for the period
|
-
|
-
|
(6,630)
|
-
|
1,945
|
(4,041)
|
-
|
(8,726)
|
(3,808)
|
(12,534)
|
Transactions with
owners of the Company,
recognized directly in equity:
|
|
|
|
|
|
|
|
|
|
|
Issuance of
Capital note to non-controlling interest
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
10,319
|
10,319
|
Buy of shares in
subsidiaries from non-controlling
interests
|
-
|
-
|
-
|
-
|
-
|
-
|
(1,142)
|
(1,142)
|
1,142
|
-
|
Warrants
exercise
|
540
|
3,979
|
-
|
-
|
-
|
-
|
-
|
4,519
|
-
|
4,519
|
Options
exercise
|
26
|
-
|
-
|
-
|
-
|
-
|
-
|
26
|
-
|
26
|
Share-based
payments
|
-
|
15
|
-
|
-
|
-
|
-
|
-
|
15
|
-
|
15
|
Balance as
at June 30, 2021
|
30,402
|
101,936
|
3,106
|
(2,063)
|
6,489
|
(3,636)
|
6,115
|
142,349
|
8,604
|
150,953
|
Ellomay Capital Ltd.
and its Subsidiaries
|
Condensed Consolidated Unaudited Interim Statements
of Cash Flows
|
|
|
For the three
months
ended June 30,
|
For the six
months
ended June 30,
|
For the year ended
December 31,
|
For the six months
ended June 30
|
|
2021
|
2020
|
2021
|
2020
|
2020
|
2021
|
|
Unaudited
|
Unaudited
|
Audited
|
Unaudited
|
|
€ in
thousands
|
Convenience
Translation into
US$*
|
Cash flows from
operating activities
|
|
|
|
|
|
|
Profit for the
period
|
(3,135)
|
(2,404)
|
(5,801)
|
(4,269)
|
(6,168)
|
(6,897)
|
Adjustments
for:
|
|
|
|
|
|
|
Financing expenses,
net
|
3,372
|
697
|
6,138
|
1,110
|
3,634
|
7,296
|
Profit from
settlement of derivatives contract
|
-
|
-
|
(407)
|
-
|
-
|
(484)
|
Depreciation and
amortization
|
4,005
|
721
|
7,056
|
1,447
|
2,975
|
8,387
|
Share-based payment
transactions
|
6
|
6
|
13
|
20
|
50
|
15
|
Share of losses
(profits) of equity accounted investee
|
1,389
|
481
|
772
|
(850)
|
(1,525)
|
918
|
Payment of interest
on loan from an equity accounted investee
|
859
|
-
|
859
|
582
|
582
|
1,021
|
Change in trade
receivables and other receivables
|
(942)
|
(461)
|
(2,124)
|
127
|
(3,868)
|
(2,525)
|
Change in other
assets
|
(812)
|
(19)
|
(782)
|
(234)
|
179
|
(929)
|
Change in receivables
from concessions project
|
536
|
503
|
757
|
704
|
1,426
|
900
|
Change in trade
payables
|
(559)
|
(350)
|
(941)
|
(35)
|
190
|
(1,118)
|
Change in other
payables
|
2,119
|
642
|
3,715
|
368
|
(1,226)
|
4,416
|
Income tax expense
(tax benefit)
|
412
|
(16)
|
93
|
88
|
(125)
|
111
|
Income taxes
paid
|
(15)
|
-
|
(15)
|
-
|
(119)
|
(18)
|
Interest
received
|
494
|
428
|
921
|
869
|
2,075
|
1,095
|
Interest
paid
|
(2,651)
|
(1,685)
|
(3,857)
|
(1,853)
|
(3,906)
|
(4,584)
|
Net cash from (used
in) operating activities
|
5,078
|
(1,457)
|
6,397
|
(1,926)
|
(5,826)
|
7,604
|
Cash flows from
investing activities
|
|
|
|
|
|
|
Acquisition of fixed
assets
|
(38,140)
|
(39,866)
|
(63,793)
|
(81,280)
|
(128,420)
|
(75,824)
|
Acquisition of
subsidiary, net of cash acquired
|
-
|
-
|
-
|
-
|
(7,464)
|
-
|
Repayment of loan by
an equity accounted investee
|
1,400
|
-
|
1,400
|
1,923
|
1,978
|
1,664
|
Loan to an equity
accounted investee
|
(131)
|
-
|
(244)
|
-
|
(181)
|
(290)
|
Advances on account
of investments
|
(8)
|
-
|
(8)
|
-
|
(1,554)
|
(10)
|
Settlement of
derivatives contract
|
-
|
-
|
(252)
|
-
|
-
|
(300)
|
Proceeds (investment)
in restricted cash, net
|
(639)
|
(5)
|
(185)
|
22,580
|
23,092
|
(220)
|
Proceeds (investment)
in short term deposit
|
-
|
-
|
8,533
|
-
|
(1,323)
|
10,142
|
Proceeds from
marketable securities
|
-
|
-
|
1,785
|
-
|
1,800
|
2,122
|
Acquisition of
marketable securities
|
-
|
(5)
|
-
|
-
|
(1,481)
|
-
|
Compensation as per
agreement with Erez Electricity Ltd
|
-
|
1,418
|
-
|
1,418
|
1,418
|
-
|
Net cash used in
investing activities
|
(37,518)
|
(38,453)
|
(52,764)
|
(55,359)
|
(112,135)
|
(62,716)
|
Cash flows from
financing activities
|
|
|
|
|
|
|
Sale of shares in
subsidiaries to non-controlling interests
|
-
|
-
|
1,400
|
-
|
-
|
1,664
|
Proceeds from
options
|
-
|
-
|
22
|
-
|
20
|
26
|
Cost associated with
long term loans
|
-
|
-
|
(197)
|
-
|
(734)
|
(234)
|
Proceeds from long
term loans
|
5,415
|
39,661
|
32,476
|
80,584
|
111,357
|
38,601
|
Repayment of
long-term loans
|
(2,933)
|
(1,994)
|
(3,390)
|
(2,804)
|
(3,959)
|
(4,029)
|
Repayment of
Debentures
|
(8,853)
|
(4,761)
|
(30,730)
|
(26,923)
|
(26,923)
|
(36,525)
|
Issuance of ordinary
shares
|
-
|
-
|
-
|
13,188
|
21,275
|
-
|
Proceeds from issue
of convertible debentures
|
-
|
-
|
15,571
|
-
|
-
|
18,508
|
Proceeds from
issuance of Debentures, net
|
-
|
-
|
25,465
|
-
|
38,057
|
30,267
|
Issuance / exercise
of warrants
|
-
|
-
|
3,675
|
320
|
2,544
|
4,368
|
Net cash from (used
in) financing activities
|
(6,371)
|
32,906
|
44,292
|
64,365
|
141,637
|
52,646
|
|
|
|
|
|
|
|
Effect of exchange
rate fluctuations on cash and cash equivalents
|
1,050
|
471
|
2,489
|
(357)
|
(1,340)
|
2,958
|
Increase (decrease)
in cash and cash equivalents
|
(37,761)
|
(6,533)
|
414
|
6,723
|
22,336
|
492
|
Cash and cash
equivalents at the beginning of the period
|
105,020
|
57,765
|
66,845
|
44,509
|
44,509
|
79,451
|
Cash and cash
equivalents at the end of the period
|
67,259
|
51,232
|
67,259
|
51,232
|
66,845
|
79,943
|
* Convenience translation into US$ (exchange rate as at
June 30, 2021: EUR 1 = US$
1.189)
Ellomay Capital Ltd.
and its Subsidiaries
|
Operating
Segments
|
|
|
PV
|
|
|
|
Total
|
|
|
|
|
|
Ellomay
|
|
|
Bio
|
|
|
reportable
|
|
Total
|
|
Italy
|
Spain
|
Solar[3]
|
Talasol
|
Israel[1]
|
Gas
|
Dorad
|
Manara
|
segments
|
Reconciliations
|
consolidated
|
|
For the six months
ended June 30, 2021
|
|
€ in thousands
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
-
|
1,534
|
-
|
11,202[2]
|
2,130
|
6,129
|
22,940
|
-
|
43,935
|
(24,480)
|
19,455
|
Operating
expenses
|
-
|
(423)
|
-
|
(1,988)
|
(170)
|
(4,925)
|
(18,049)
|
-
|
(25,555)
|
18,049
|
(7,506)
|
Depreciation
expenses
|
-
|
(451)
|
-
|
(4,816)
|
(1,151)
|
(1,552)
|
(2,685)
|
-
|
(10,655)
|
3,599
|
(7,056)
|
Gross profit (loss)
|
-
|
660
|
-
|
4,398
|
809
|
(348)
|
2,206
|
-
|
7,725
|
(2,832)
|
4,893
|
Project development
costs
|
|
|
|
|
|
|
|
|
|
|
(1,119)
|
General
and
|
|
|
|
|
|
|
|
|
|
|
|
administrative
expenses
|
|
|
|
|
|
|
|
|
|
|
(2,572)
|
Share of loss of
equity
|
|
|
|
|
|
|
|
|
|
|
|
accounted
investee
|
|
|
|
|
|
|
|
|
|
|
(772)
|
Operating profit
|
|
|
|
|
|
|
|
|
|
|
430
|
Financing
income
|
|
|
|
|
|
|
|
|
|
|
1,716
|
Financing expense in connection
|
|
|
|
|
|
|
|
|
|
|
|
with
derivatives and warrants, net
|
|
|
|
|
|
|
|
|
|
|
(109)
|
Financing expenses,
net
|
|
|
|
|
|
|
|
|
|
|
(7,745)
|
Loss before taxes
|
|
|
|
|
|
|
|
|
|
|
|
on Income
|
|
|
|
|
|
|
|
|
|
|
(5,708)
|
Segment assets as at
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2021
|
833
|
15,130
|
5,589
|
242,224
|
35,548
|
34,903
|
106,164
|
90,300
|
530,691
|
(34,904)
|
495,787
|
[1] 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.
[2] Not including an amount of approximately €1 million of
proceeds from the sale of electricity prior to January 27, 2021 (the date in which the Talasol
PV Plant achieved PAC).
[3] Ellomay Solar, S.L, the developer of a 28 MW solar
project near the Talasol PV Plant.
Ellomay Capital Ltd.
and its Subsidiaries
|
Reconciliation of
Loss to EBITDA (in thousands)
|
|
|
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,
|
|
2021
|
2020
|
2021
|
2020
|
2020
|
2021
|
|
Unaudited
|
|
€ in
thousands
|
Convenience
Translation
into US$*
|
Loss for the
period
|
(3,135)
|
(2,694)
|
(5,801)
|
(4,269)
|
(6,168)
|
(6,897)
|
Financing expenses,
net
|
3,372
|
782
|
6,138
|
1,110
|
3,634
|
7,296
|
Taxes on
income
|
412
|
(18)
|
93
|
88
|
(125)
|
111
|
Depreciation
|
4,005
|
808
|
7,056
|
1,447
|
2,975
|
8,387
|
EBITDA
|
4,654
|
(1,122)
|
7,486
|
(1,624)
|
316
|
8,897
|
* Convenience translation into US$ (exchange rate as at
June 30, 2021: EUR 1 = US$
1.189)
Reconciliation of
Loss to Adjusted EBITDA and to Adjusted FFO
|
|
For the six months
ended June 30, 2021
|
|
Unaudited
|
|
€ in
thousands
|
Loss for the
period
|
(5,801)
|
Financing expenses,
net
|
6,138
|
Taxes on
income
|
93
|
Depreciation
|
7,056
|
Adjustment to the
Share of loss of equity accounted investee to include the Company's
share in distributions
|
3,031
|
Adjustment to the
revenues of the Talmei Yosef PV Plant due to calculation based on
the fixed asset model
|
1,540
|
Adjustment to include
the financial revenues of the Talasol PV Plant for the period prior
to achievement of PAC that were not recognized in the profit and
loss statement based on accounting rules
|
895
|
Adjusted
EBITDA
|
12,952
|
Interest expenses on
bank loans and debentures
|
(3,405)
|
Adjusted
FFO
|
9,547
|
|
|
|
|
Information for the Company's Debenture Holders
Pursuant to the Deeds of Trust governing the Company's Series C
and Series D Debentures (together, the "Debentures"), the
Company is required to maintain certain financial covenants. For
more information, see Item 5.B of the Company's Annual Report on
Form 20-F submitted to the Securities and Exchange Commission on
March 31, 2021 and below.
Net Financial Debt
As of June 30, 2021, the Company's
Net Financial Debt, (as such term is defined in the Deeds of Trust
of the Company's Debentures), was approximately €28.6 million
(consisting of approximately €237.9[3] million of short-term
and long-term debt from banks and other interest bearing financial
obligations, approximately €95.9[4] million in connection with
the Series C Debentures issuances (in July 2019, October 2020 and February
2021) and Series D Debentures issuance (in February 2021), net of approximately €67.3
million of cash and cash equivalents, short-term deposits and
marketable securities and net of approximately
€237.9[5] million of project finance and related hedging
transactions of the Company's subsidiaries).
[3] Short-term and long-term debt from banks and other interest
bearing financial obligations amount provided above, includes an
amount of approximately €11.7 million costs associated with such
debt, which was capitalized and therefore offset from the debt
amount that is recorded in the Company's balance sheet.
[4] Debentures amount provided above, includes an amount of
approximately €2.4 million associated costs, which was capitalized
and therefore offset from the debentures amount that is recorded in
the Company's balance sheet.
[5] The project finance amount deducted from the calculation of
Net Financial Debt includes project finance obtained from various
sources, including financing entities and the minority shareholders
in project companies held by the Company (provided in the form of
shareholders' loans to the project companies).
Information for the Company's Series C Debenture
Holders.
The Deed of Trust governing the Company's Series C Debentures
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, 2021, the Company was in
compliance with the financial covenants set forth in the Series C
Deed of Trust as follows: (i) the Company's shareholders' equity
was approximately €127 million (ii) the ratio of the Company's Net
Financial Debt (as set forth above) to the Company's CAP, Net
(defined as the Company's consolidated shareholders' equity plus
the Net Financial Debt) was 18.4%, 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 loss and
the Adjusted EBITDA (as defined in the Series C Deed of Trust) for
the four-quarter period ended June 30,
2021:
|
For the four
quarter period
ended June 30, 2021
|
|
Unaudited
|
|
€ in
thousands
|
Loss for the
period
|
(7,700)
|
Financing expenses,
net
|
8,662
|
Taxes on
income
|
(120)
|
Depreciation
|
8,584
|
Adjustment to
revenues of the Talmei Yosef PV Plant due to calculation based on
the fixed asset model
|
3,039
|
Share-based
payments
|
43
|
Adjusted EBITDA as
defined the Series C Deed of Trust
|
12,508
|
[6] The term "Adjusted EBITDA" is defined in the Series C Deed
of Trust as earnings before financial expenses, net, taxes,
depreciation and amortization, where the revenues from the
Company's operations, such as the Talmei Yosef PV Plant, are
calculated based on the fixed asset model and not based on the
financial asset model (IFRIC 12), and before share-based payments.
The Series C Deed of Trust provides that for purposes of the
financial covenant, the Adjusted EBITDA will be calculated based on
the four preceding quarters, in the aggregate. The Adjusted EBITDA
is presented in this press release as part of the Company's
undertakings towards the holders of its Series C Debentures. For a
general discussion of the use of non-IFRS measures, such as EBITDA
and Adjusted EBITDA see above under "Use of NON-IFRS Financial
Measures."
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,
2021, the Company was in compliance with the financial
covenants set forth in the Series D Deed of Trust as follows: (i)
the Company's Adjusted Shareholders' Equity (as defined in the
Series D Deed of Trust) was approximately €126.6 million (ii) the
ratio of the Company's Net Financial Debt (as set forth above) to
the Company's CAP, Net (defined as the Company's consolidated
shareholders' equity plus the Net Financial Debt) was 18.4%, and
(iii) the ratio of the Company's Net Financial Debt to the
Company's Adjusted EBITDA[7] was 1.2.
The following is a reconciliation between the Company's loss and
the Adjusted EBITDA (as defined in the Series D Deed of Trust) for
the four-quarter period ended June
30, 2021:
|
For the four
quarter period
ended June 30, 2021
|
|
Unaudited
|
|
€ in
thousands
|
Loss for the
period
|
(7,700)
|
Financing expenses,
net
|
8,662
|
Taxes on
income
|
(120)
|
Depreciation
|
8,584
|
Adjustment to
revenues of the Talmei Yosef PV Plant due to calculation based on
the fixed asset model
|
3,039
|
Share-based
payments
|
43
|
Adjustment to data
relating to projects with a Commercial Operation Date during the
four preceding quarters[8]
|
10,457
|
Adjusted EBITDA as
defined the Series D Deed of Trust
|
22,965
|
[7] The term "Adjusted EBITDA" is defined in the Series D Deed
of Trust as earnings before financial expenses, net, taxes,
depreciation and amortization, where the revenues from the
Company's operations, such as the Talmei Yosef PV Plant, are
calculated based on the fixed asset model and not based on the
financial asset model (IFRIC 12), and before share-based payments,
when the data of assets or projects whose Commercial Operation Date
(as such term is defined in the Series D Deed of Trust) occurred in
the four quarters that preceded the relevant date will be
calculated based on Annual Gross Up (as such term is defined in the
Series D Deed of Trust). The Series D Deed of Trust provides that
for purposes of the financial covenant, the Adjusted EBITDA will be
calculated based on the four preceding quarters, in the aggregate.
The Adjusted EBITDA is presented in this press release as part of
the Company's undertakings towards the holders of its Series D
Debentures. For a general discussion of the use of non-IFRS
measures, such as EBITDA and Adjusted EBITDA see above under "Use
of NON-IFRS Financial Measures."
[8] The adjustment is based on the results of the Talasol
Project since January 27, 2021 and of
the biogas plant in Gelderland since January
1, 2021. The results of the biogas plant in Gelderland were
not included in the profit and loss statement of the Company for
the year ended December 31, 2020.
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SOURCE Ellomay Capital Ltd