TEL AVIV, Israel, Dec. 26, 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 unaudited
financial results for the three and nine month periods ended
September 30, 2021.
Financial Highlights
- Revenues were approximately
€32.8 million for the nine months
ended September 30, 2021, compared to
approximately €6.8 million for the
nine months ended September 30, 2020.
The revenue increase 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" and
"Talasol", respectively) on January
27, 2021, upon which the Company commenced recognition of
revenues. The increase is also attributable to the Groen Gas
Gelderland B.V. biogas facility (the "Gelderland Biogas
Plant") acquisition, in December
2020 and to improved operational efficiency at the Company's
biogas plants in the
Netherlands.
- Operating expenses were approximately €11.7 million for the
nine months ended September 30, 2021,
compared to approximately €3.4 million for the nine months ended
September 30, 2020. This increase is
mainly attributable to the achievement of PAC of the Talasol PV
Plant on January 27, 2021 and the
Gelderland Biogas Plant acquisition in December 2020. Depreciation expenses were
approximately €11 million for the nine months ended September 30, 2021, compared to approximately
€2.2 million for the nine months ended September 30, 2020.
- Project development costs were approximately €1.8 million for
the nine months ended September 30,
2021, compared to approximately €3 million for the nine
months ended September 30, 2020. This
decrease 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
(the "Manara PSP").
- General and administrative expenses were approximately €3.9
million for the nine months ended September
30, 2021, compared to approximately €3.3 million for the
nine months ended September 30, 2020.
The increase is mostly due to increased D&O liability insurance
costs and to Talasol's expenses following the achievement of PAC of
the Talasol PV Plant on January 27,
2021.
- The Company's share of profits of equity accounted investee,
after elimination of intercompany transactions, was approximately
€0.3 million for the nine months ended September 30, 2021, compared to approximately
€1.9 million for the nine months ended September 30, 2020. This decrease 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 were approximately €10.4 million for
the nine months ended September 30,
2021, compared to approximately €2.3 million for the nine
months ended September 30, 2020. The
increase in financing expenses, net, was mainly due to:
- a) financing expenses in connection with the Talasol PV
Plant previously capitalized to fixed assets that are recognized in
profit and loss starting from PAC, consisting of (i) approximately
€1.5 million of interest on bank loans, (ii)
approximately €0.9 million of swap related
payments, (iii) approximately €1.4 million of expenses
in connection with Talasol's project finance, and (iv)
approximately €1.5 million of
interest accrued on shareholder loans granted by the minority
shareholders of Talasol;
- b) approximately €0.8 million of expenses for the early
repayment of the Company's Series B Debentures; and
- c) expenses recorded in connection with the reevaluation of
the Company's derivative transactions and of a loan provided to U.
Dori Energy Infrastructures Ltd. in the aggregate amount of
approximately €0.4 million during the nine months ended
September 30, 2021, compared to an
aggregate income of approximately €1.5 million during the nine
months ended September 30, 2020.
- Taxes on income were approximately
€0.6 million for the nine months ended
September 30, 2021 compared to
approximately €0.2 million for the
nine months ended September 30, 2020.
The increase in taxes on income mainly results from the achievement
of PAC of the Talasol PV Plant on January
27, 2021.
- Net loss was approximately €6.4 million for the nine months
ended September 30, 2021, compared to
approximately €5.7 million for the nine months ended September 30, 2020.
- Total other comprehensive loss was approximately €8.9 million
for the nine months ended September 30,
2021, compared to a profit of approximately €3.1 million for
the nine months ended September 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 €15.4 million for
the nine months ended September 30,
2021, compared to approximately €2.6 million for the nine
months ended September 30, 2020.
- EBITDA was approximately €15.6 million for the nine months
ended September 30, 2021, compared to
a negative EBITDA of approximately €(1) million for the nine months
ended September 30, 2020.
- Net cash from operating activities was approximately €12.9
million for the nine months ended September
30, 2021, compared to net cash used in operating activities
of approximately €2.3 million for the nine months ended
September 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 December 1, 2021, the
Company held approximately €59.2 million in cash and cash
equivalents, €28 million in short term deposits and approximately
€6.5 million in restricted short-term and long-term cash.
- In December 2021, Talasol entered
into a Facilities Agreement with European institutional lenders
(the "Facilities Agreement"). The Facilities Agreement
provides for the provision of a term loan facility in two tranches:
(i) a term loan in the amount of €155 million for 22.5 years, and
(ii) a term loan in the amount of €20 million for 21 years
(together, the "New Financing"). The aggregate New Financing
amount (€175 million), will be used by Talasol to repay the current
outstanding project finance debt of Talasol in the amount of €121
million (the "Current Financing"). The weighted average life
of the New Financing is approximately 11.5 years, compared to an
original weighted average life of 5.5 years of the Current
Financing. The New Financing bears a fixed annual interest rate at
a weighted average of approximately 3%, compared to a variable
interest rate that was fixed at an average of approximately 3% by
an interest rate swap contract in the Current Financing. Out of the
New Financing amount, €6.9 million will be deposited in Talasol's
account as a debt service fund and €10 million will be deposited in
Talasol's bank account as security for a letter of credit to the
PPA provider (the "PPA Security Fund"). The PPA Security
Fund will be reduced by €1 million every year, up to a minimum
amount of €3.5 million, which will be released at the expiration of
the PPA. The financial closing of the New Financing is expected to
occur in the coming weeks.
- In October 2021, the Company
issued NIS 120 million par value of
its unsecured non-convertible Series C Debentures (the
"Additional Series C Debentures") to Israeli classified
investors in a private placement (the "Private Placement")
for an aggregate gross consideration of approximately NIS 121.6 million, reflecting a price of
NIS 1.0135 per NIS 1 principal amount. Following completion of
the private placement, the aggregate outstanding par value of the
Company's Series C Debentures is approximately NIS 414.6 million. The Additional Series C
Debentures have identical terms to the existing Series C Debentures
of the Company.
Third Quarter 2021 CEO Review
Ran Fridrich, CEO and a board member of the Company, provided
the following CEO review:
The results for the third quarter and of the nine months ended
September 30, 2021 present a
continuous improvement in revenues, gross profit and operating
profit while maintaining a strong cash flow from operations and are
in line with the Company's business plan. The third quarter was
characterized by higher electricity prices in Europe, which had a positive effect on the
Company's revenues from the sale of electricity in Spain. The higher electricity prices resulted
in an increase in Talasol's revenues that were derived from the
production that is not subject to the financial power swap
(approximately 25% of the actual output of the Talasol PV plant)
and in the revenues derived by the Company's
Spanish 7.9MW photovoltaic portfolio.
The Adjusted EBITDA for the nine months ended September 30, 2021 was approximately €21 million
and the Adjusted FFO for the nine months ended September 30, 2021 was approximately €14
million.
Alongside these improvements, the reevaluation during the third
quarter of the financial power swap executed in connection with the
Talasol PV plant was negative and amounted to approximately €11.9
million, due to the substantial outstanding amount of the
derivative (notional value of approximately €130 million). Such
negative reevaluation is recorded as part of the other
comprehensive income (loss) and does not otherwise impact the
Company's profit and loss statement.
Subsequent to the balance sheet date, Talasol successfully
entered into the Facilities Agreement to refinance the Talasol
project. The new financing doubles the weighted average life of the
debt without any increase in interest rate, while increasing the
coverage ratio from 1.3 to 1.7.
Following the anticipated closing of the Facilities Agreement,
Talasol expects to distribute an aggregate amount of approximately
€30 million to its shareholders, including the Company, which holds
51% of Talasol. In addition, Talasol's free cash will increase by
approximately €3 million per year for the upcoming 9 years, thus
increasing future distributions.
The Company is currently engaged in the construction of 2 main
projects –
- A 28 MW photovoltaic project in Spain - The construction is in advanced stages
and connection to the electricity grid is expected in February 2022; and
- A 156 MW pumped storage project in the Menara cliff,
Israel - the works are progressing
as planned, the construction of the access tunnel is in progress
and the construction of the reservoirs and the low pressure tunnel
will begin in the upcoming weeks, all in accordance with the
planned schedules.
The development of photovoltaic projects that are in advanced
stages in Italy (approximately 480
MW) is also progressing as planned. The initial 20 MW are expected
to enter into EPC agreements and issue limited notices to proceed
in the upcoming days. An additional 100 MW are expected to receive
final required permits shortly and construction is expected to
commence in the second half of 2022. Additional photovoltaic
projects are being developed in Spain (150 MW) and in Israel (photovoltaic + storage).
The Company's three main focal points are: improving the results
of its operating projects, managing the construction of projects
under construction, and developing the backlog of projects that
will be constructed in the coming years.
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 tax expenses and interest expenses on bank
loans, debentures and others 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 Talasol 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 14 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: hilai@ellomay.com
Ellomay Capital Ltd.
and its Subsidiaries
|
Condensed Consolidated Statements of Financial
Position
|
|
|
September 30,
|
December 31,
|
September 30,
|
|
|
2021
|
2020
|
2021
|
|
|
(Unaudited)
|
(Audited)
|
(Unaudited)
|
|
|
|
|
Convenience Translation
|
|
|
€ in thousands
|
into US$ in thousands*
|
Assets
|
|
|
|
|
Current assets
|
|
|
|
|
Cash and cash
equivalents
|
|
58,053
|
66,845
|
67,168
|
Marketable
securities
|
|
-
|
1,761
|
-
|
Short term
deposits
|
|
-
|
8,113
|
-
|
Restricted
cash
|
|
4,216
|
-
|
4,878
|
Receivable from
concession project
|
|
1,674
|
1,491
|
1,937
|
Trade and other
receivables
|
|
11,146
|
9,825
|
12,896
|
|
|
75,089
|
88,035
|
86,879
|
Non-current assets
|
|
|
|
|
Investment in equity
accounted investee
|
|
32,267
|
32,234
|
37,333
|
Advances on account
of investments
|
|
1,561
|
2,423
|
1,806
|
Receivable from
concession project
|
|
25,560
|
25,036
|
29,573
|
Fixed
assets
|
|
325,564
|
264,095
|
376,682
|
Right-of-use
asset
|
|
23,152
|
17,209
|
26,787
|
Intangible
asset
|
|
4,580
|
4,604
|
5,299
|
Restricted cash and
deposits
|
|
6,247
|
9,931
|
7,228
|
Deferred
tax
|
|
8,264
|
3,605
|
9,562
|
Long term
receivables
|
|
1,155
|
2,762
|
1,336
|
Derivatives
|
|
1,557
|
10,238
|
1,801
|
|
|
429,907
|
372,137
|
497,407
|
Total assets
|
|
504,996
|
460,172
|
584,286
|
Liabilities and Equity
|
|
|
|
|
Current liabilities
|
|
|
|
|
Current maturities of
long term bank loans
|
|
12,447
|
10,232
|
14,401
|
Current maturities of
long term loans
|
|
3,549
|
4,021
|
4,106
|
Debentures
|
|
13,296
|
10,600
|
15,384
|
Trade
payables
|
|
3,939
|
12,387
|
4,557
|
Other
payables
|
|
14,799
|
**6,044
|
17,123
|
Derivatives short
term
|
|
5,983
|
**1,378
|
6,922
|
Lease liability short
term
|
|
4,874
|
**490
|
5,639
|
|
|
58,887
|
45,152
|
68,132
|
Non-current liabilities
|
|
|
|
|
Lease
liability
|
|
15,602
|
17,299
|
18,052
|
Liabilities to
banks
|
|
144,506
|
134,520
|
167,196
|
Other long term
loans
|
|
52,702
|
49,396
|
60,977
|
Debentures
|
|
83,787
|
72,124
|
96,943
|
Deferred
tax
|
|
8,375
|
7,806
|
9,690
|
Other long term
liabilities
|
|
6,178
|
513
|
7,148
|
Derivatives
|
|
12,764
|
8,336
|
14,768
|
|
|
323,914
|
289,994
|
374,774
|
Total liabilities
|
|
382,801
|
335,146
|
442,906
|
|
|
|
|
|
Equity
|
|
|
|
|
Share
capital
|
|
25,578
|
25,102
|
29,594
|
Share
premium
|
|
85,774
|
82,401
|
99,242
|
Treasury
shares
|
|
(1,736)
|
(1,736)
|
(2,009)
|
Transaction reserve
with non-controlling Interests
|
|
5,145
|
6,106
|
5,953
|
Reserves
|
|
2,028
|
4,164
|
2,346
|
Retained
earnings
|
|
1,130
|
8,191
|
1,307
|
Total equity
attributed to shareholders of the Company
|
|
117,919
|
124,228
|
136,433
|
Non-Controlling
Interest
|
|
4,276
|
798
|
4,947
|
Total equity
|
|
122,195
|
125,026
|
141,380
|
Total liabilities and equity
|
|
504,996
|
460,172
|
584,286
|
|
* Convenience
translation into US$ (exchange rate as at September 30, 2021: EUR 1
= US$ 1.16)
|
**
Reclassified
|
Ellomay Capital Ltd.
and its Subsidiaries
|
Condensed
Consolidated Statements of Comprehensive Income (Loss) (in
thousands, except per share data)
|
|
|
For the three
months ended
September 30,
|
For the nine
months ended
September 30,
|
For the year
ended
December 31,
|
For the nine
months ended
September 30,
|
|
2021
|
2020
|
2021
|
2020
|
2020
|
2021
|
|
Unaudited
|
Unaudited
|
Audited
|
Unaudited
|
|
€ in
thousands
|
Convenience
Translation into US$*
|
Revenues
|
13,311
|
2,630
|
32,766
|
6,844
|
9,645
|
37,911
|
Operating
expenses
|
(4,144)
|
(1,264)
|
(11,650)
|
(3,410)
|
(4,951)
|
(13,479)
|
Depreciation and
amortization expenses
|
(3,992)
|
(797)
|
(11,048)
|
(2,244)
|
(2,975)
|
(12,783)
|
Gross
profit
|
5,175
|
569
|
10,068
|
1,190
|
1,719
|
11,649
|
|
|
|
|
|
|
|
Project development
costs
|
(726)
|
(674)
|
(1,845)
|
(3,012)
|
(3,491)
|
(2,135)
|
General and
administrative expenses
|
(1,377)
|
(1,122)
|
(3,949)
|
(3,326)
|
(4,512)
|
(4,569)
|
Share of profits of
equity accounted investee
|
1,056
|
1,055
|
284
|
1,905
|
1,525
|
329
|
Other
income
|
-
|
-
|
-
|
-
|
2,100
|
-
|
Operating profit
(loss)
|
4,128
|
(172)
|
4,558
|
(3,243)
|
(2,659)
|
5,274
|
|
|
|
|
|
|
|
Financing
income
|
630
|
550
|
2,346
|
1,340
|
2,134
|
2,714
|
Financing income
(expenses) in connection with derivatives and warrants,
net
|
(462)
|
433
|
(403)
|
1,532
|
1,094
|
(466)
|
Financing expenses in
connection with projects finance
|
(1,870)
|
(524)
|
(5,528)
|
(1,368)
|
(1,863)
|
(6,396)
|
Financing
expenses in connection with debentures
|
(532)
|
(438)
|
(2,800)
|
(1,390)
|
(2,155)
|
(3,240)
|
Interest expenses on
minority shareholder loan
|
(565)
|
-
|
(1,504)
|
-
|
-
|
(1,740)
|
Other financing
expenses
|
(2,165)
|
(1,202)
|
(2,549)
|
(2,404)
|
(2,844)
|
(2,949)
|
Financing expenses,
net
|
(4,964)
|
(1,181)
|
(10,438)
|
(2,290)
|
(3,634)
|
(12,077)
|
Loss before taxes
on income
|
(836)
|
(1,353)
|
(5,880)
|
(5,533)
|
(6,293)
|
(6,803)
|
Tax benefit (Taxes on
income)
|
(459)
|
(72)
|
(552)
|
(160)
|
125
|
(639)
|
Loss for the
period
|
(1,295)
|
(1,425)
|
(6,432)
|
(5,693)
|
(6,168)
|
(7,442)
|
Loss attributable
to:
|
|
|
|
|
|
|
Owners of the
Company
|
(2,147)
|
(940)
|
(7,061)
|
(4,411)
|
(4,627)
|
(8,170)
|
Non-controlling
interests
|
852
|
(485)
|
629
|
(1,282)
|
(1,541)
|
728
|
Loss for
the period
|
(1,295)
|
(1,425)
|
(6,432)
|
(5,693)
|
(6,168)
|
(7,442)
|
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
|
3,904
|
(1,197)
|
5,588
|
(1,283)
|
(482)
|
6,465
|
Effective portion of
change in fair value of cash flow hedges
|
(7,444)
|
12,942
|
(12,646)
|
3,653
|
2,210
|
(14,632)
|
Net change in fair
value of cash flow hedges
transferred to profit
or loss
|
(647)
|
528
|
(1,872)
|
718
|
555
|
(2,166)
|
Total other
comprehensive income (loss)
|
(4,187)
|
12,273
|
(8,930)
|
3,088
|
2,283
|
(10,333)
|
|
|
|
|
|
|
|
Total other
comprehensive income (loss) attributable to:
|
|
|
|
|
|
|
Owners of the
Company
|
(372)
|
5,531
|
(2,136)
|
794
|
881
|
(2,472)
|
Non-controlling
interests
|
(3,815)
|
6,742
|
(6,794)
|
2,294
|
1,402
|
(7,861)
|
Total other
comprehensive income (loss)
|
(4,187)
|
12,273
|
(8,930)
|
3,088
|
2,283
|
(10,333)
|
|
|
|
|
|
|
|
Total
comprehensive income (loss) for the period
|
(5,482)
|
10,848
|
(15,362)
|
(2,605)
|
(3,885)
|
(17,775)
|
|
|
|
|
|
|
|
Total
comprehensive income (loss) for the period
attributable to:
|
|
|
|
|
|
|
Owners of the
Company
|
(2,519)
|
4,591
|
(9,197)
|
(3,617)
|
(3,746)
|
(10,642)
|
Non-controlling
interests
|
(2,963)
|
6,257
|
(6,165)
|
1,012
|
(139)
|
(7,133)
|
Total
comprehensive income (loss) for the period
|
(5,482)
|
10,848
|
(15,362)
|
(2,605)
|
(3,885)
|
(17,775)
|
|
|
|
|
|
|
|
Basic net loss per
share
|
(0.17)
|
(0.07)
|
(0.55)
|
(0.36)
|
(0.38)
|
(0.64)
|
Diluted net loss
per share
|
(0.17)
|
(0.07)
|
(0.55)
|
(0.36)
|
(0.38)
|
(0.64)
|
* Convenience translation into US$ (exchange rate as at
September 30, 2021: EUR 1 = US$
1.16)
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 nine
months ended September 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
|
-
|
-
|
(7,061)
|
-
|
-
|
-
|
-
|
(7,061)
|
629
|
(6,432)
|
Other
comprehensive loss for the period
|
-
|
-
|
-
|
-
|
5,270
|
(7,406)
|
-
|
(2,136)
|
(6,794)
|
(8,930)
|
Total
comprehensive loss for the period
|
-
|
-
|
(7,061)
|
-
|
5,270
|
(7,406)
|
-
|
(9,197)
|
(6,165)
|
(15,362)
|
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
|
-
|
25
|
-
|
-
|
-
|
-
|
-
|
25
|
-
|
25
|
Balance as
at September 30, 2021
|
25,578
|
85,774
|
1,130
|
(1,736)
|
9,093
|
(7,065)
|
5,145
|
117,919
|
4,276
|
122,195
|
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 three
months ended September 30, 2021
(unaudited):
|
|
|
|
|
|
|
|
|
|
|
Balance as at July
1, 2021
|
25,578
|
85,762
|
*3,277
|
(1,736)
|
5,459
|
(3,059)
|
5,145
|
120,426
|
7,239
|
127,665
|
Loss for the
period
|
-
|
-
|
(2,147)
|
-
|
-
|
-
|
-
|
(2,147)
|
852
|
(1,295)
|
Other
comprehensive loss for the period
|
-
|
-
|
-
|
-
|
3,634
|
(4,006)
|
-
|
(372)
|
(3,815)
|
(4,187)
|
Total
comprehensive loss for the period
|
-
|
-
|
(2,147)
|
-
|
3,634
|
(4,006)
|
-
|
(2,519)
|
(2,963)
|
(5,482)
|
Transactions with
owners of the Company, recognized
directly in equity:
|
|
|
|
|
|
|
|
|
|
|
Share-based
payments
|
-
|
12
|
-
|
-
|
-
|
-
|
-
|
12
|
-
|
12
|
Balance as
at September 30, 2021
|
25,578
|
85,774
|
1,130
|
(1,736)
|
9,093
|
(7,065)
|
5,145
|
117,919
|
4,276
|
122,195
|
* Reclassified - The Company capitalized financing expenses
related to the equity investment amount provided in connection with
Manara PSP in order to reflect more appropriately the nature and
the way in which economic benefits are expected to be derived from
the use of such costs.
Ellomay Capital Ltd.
and its Subsidiaries
|
Condensed
Consolidated Statements of Changes in Equity (in thousands)
(cont'd)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-
|
|
|
|
|
|
|
|
|
|
|
controlling
|
Total
|
|
Attributable to
shareholders of the Company
|
Interests
|
Equity
|
|
|
|
Retained
|
|
Translation
|
|
Transaction
|
|
|
|
|
|
|
earnings
|
|
reserve
from
|
|
reserve
with
|
|
|
|
|
Share
|
Share
|
(accumulated
|
Treasury
|
foreign
|
Hedging
|
non-controlling
|
|
|
|
|
Capital
|
Premium
|
deficit)
|
shares
|
operations
|
Reserve
|
Interests
|
Total
|
|
|
|
|
€ in
thousands
|
For the
nine months ended September 30, 2020:
|
|
|
|
|
|
|
|
|
|
|
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
|
-
|
-
|
(4,411)
|
-
|
-
|
-
|
-
|
(4,411)
|
(1,282)
|
(5,693)
|
Other
comprehensive loss for the period
|
-
|
-
|
-
|
-
|
(1,393)
|
2,187
|
-
|
794
|
2,294
|
3,088
|
Total
comprehensive loss for the period
|
-
|
-
|
(4,411)
|
-
|
(1,393)
|
2,187
|
-
|
(3,617)
|
1,012
|
(2,605)
|
Transactions with
owners of the Company,
recognized directly in equity:
|
|
|
|
|
|
|
|
|
|
|
Options
exercise
|
20
|
-
|
-
|
-
|
-
|
-
|
-
|
20
|
-
|
20
|
Share-based
payments
|
-
|
28
|
-
|
-
|
-
|
-
|
-
|
28
|
-
|
28
|
Issuance of
ordinary shares
|
3,084
|
18,191
|
-
|
-
|
-
|
-
|
-
|
21,275
|
-
|
21,275
|
Balance as at
September 30, 2020
|
25,102
|
82,379
|
8,407
|
(1,736)
|
2,963
|
1,114
|
6,106
|
124,335
|
1,949
|
126,284
|
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$*
|
For the nine
months ended September 30, 2021
(unaudited):
|
|
|
|
|
|
|
|
|
|
|
Balance as at
January 1, 2021
|
29,044
|
95,339
|
9,477
|
(2,009)
|
4,423
|
395
|
7,065
|
143,734
|
923
|
144,657
|
Loss for the
period
|
-
|
-
|
(8,170)
|
-
|
-
|
-
|
-
|
(8,170)
|
728
|
(7,442)
|
Other
comprehensive loss for the period
|
-
|
-
|
-
|
-
|
6,097
|
(8,569)
|
-
|
(2,472)
|
(7,861)
|
(10,333)
|
Total
comprehensive loss for the period
|
-
|
-
|
(8,170)
|
-
|
6,097
|
(8,569)
|
-
|
(10,642)
|
(7,133)
|
(17,775)
|
Transactions with
owners of the Company, recognized
directly in equity:
|
|
|
|
|
|
|
|
|
|
|
Issuance of
Capital note to non-controlling interest
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
10,045
|
10,045
|
Buy of shares in
subsidiaries from non-controlling
interests
|
-
|
-
|
-
|
-
|
-
|
-
|
(1,112)
|
(1,112)
|
1,112
|
-
|
Warrants
exercise
|
525
|
3,874
|
-
|
-
|
-
|
-
|
-
|
4399
|
-
|
4,399
|
Options
exercise
|
25
|
-
|
-
|
-
|
-
|
-
|
-
|
25
|
-
|
25
|
Share-based
payments
|
-
|
29
|
-
|
-
|
-
|
-
|
-
|
29
|
-
|
29
|
Balance as
at September 30, 2021
|
29,594
|
99,242
|
1,307
|
(2,009)
|
10,520
|
(8,174)
|
5,953
|
136,433
|
4,947
|
141,380
|
* Convenience translation into US$ (exchange rate as at
September 30, 2021: EUR 1 = US$
1.16)
Ellomay Capital Ltd.
and its Subsidiaries
|
Condensed
Consolidated Unaudited Interim Statements of Cash
Flows
|
|
|
|
|
|
|
For the three
months
ended September 30,
|
For the nine
months
ended September 30,
|
For the year
ended
December 31,
|
For the nine
months ended
September 30,
|
|
2021
|
2020
|
2021
|
2020
|
2020
|
2021
|
|
Unaudited
|
Unaudited
|
Audited
|
Unaudited
|
|
€ in
thousands
|
Convenience
Translation into
US$*
|
Cash flows from
operating activities
|
|
|
|
|
|
|
Loss for the
period
|
(1,295)
|
(1,425)
|
(6,432)
|
(5,693)
|
(6,168)
|
(7,442)
|
Adjustments
for:
|
|
|
|
|
|
|
Financing expenses,
net
|
4,964
|
1,181
|
10,438
|
2,290
|
3,634
|
12,077
|
Depreciation and
amortization
|
3,992
|
797
|
11,048
|
2,244
|
2,975
|
12,783
|
Share-based payment
transactions
|
12
|
8
|
25
|
28
|
50
|
29
|
Share of profits of
equity accounted investee
|
(1,056)
|
(1,055)
|
(284)
|
(1,905)
|
(1,525)
|
(329)
|
Payment of interest
on loan from an equity accounted investee
|
-
|
-
|
859
|
582
|
582
|
994
|
Change in trade
receivables and other receivables
|
(4,301)
|
(858)
|
(6,425)
|
(731)
|
(3,868)
|
(7,434)
|
Change in other
assets
|
582
|
618
|
(200)
|
384
|
179
|
(231)
|
Change in receivables
from concessions project
|
556
|
519
|
1,313
|
1,223
|
1,426
|
1,519
|
Change in trade
payables
|
928
|
(304)
|
(13)
|
(339)
|
190
|
(15)
|
Change in other
payables
|
3,499
|
469
|
6,807
|
837
|
(1,226)
|
7,876
|
Income tax expense
(tax benefit)
|
459
|
72
|
552
|
160
|
(125)
|
639
|
Income taxes
paid
|
-
|
(88)
|
(15)
|
(88)
|
(119)
|
(17)
|
Interest
received
|
406
|
445
|
1,327
|
1,314
|
2,075
|
1,535
|
Interest
paid
|
(2,243)
|
(728)
|
(6,100)
|
(2,581)
|
(3,906)
|
(7,058)
|
Net cash from (used
in) operating activities
|
6,503
|
(349)
|
12,900
|
(2,275)
|
(5,826)
|
14,926
|
Cash flows from
investing activities
|
|
|
|
|
|
|
Acquisition of fixed
assets
|
(8,785)
|
(22,398)
|
(72,578)
|
(103,678)
|
(128,420)
|
(83,974)
|
Acquisition of
subsidiary, net of cash acquired
|
-
|
-
|
-
|
-
|
(7,464)
|
-
|
VAT associated with
the acquisition of fixed assets
|
2,310
|
-
|
2,310
|
-
|
-
|
2,673
|
Repayment of loan by
an equity accounted investee
|
-
|
-
|
1,400
|
1,923
|
1,978
|
1,620
|
Loan to an equity
accounted investee
|
(52)
|
-
|
(296)
|
-
|
(181)
|
(342)
|
Advances on account
of investments
|
-
|
(1,554)
|
(8)
|
(1,554)
|
(1,554)
|
(9)
|
Settlement of
derivatives contract
|
-
|
-
|
(252)
|
-
|
-
|
(292)
|
Proceeds (investment)
in restricted cash, net
|
(19)
|
(230)
|
(204)
|
22,350
|
23,092
|
(236)
|
Proceeds (investment)
in short term deposit
|
-
|
(1,407)
|
8,533
|
(1,407)
|
(1,323)
|
9,873
|
Proceeds from
marketable securities
|
-
|
1,364
|
1,785
|
1,364
|
1,800
|
2,065
|
Acquisition of
marketable securities
|
-
|
-
|
-
|
-
|
(1,481)
|
-
|
Compensation as per
agreement with Erez Electricity Ltd
|
-
|
-
|
-
|
1,418
|
1,418
|
-
|
Net cash used in
investing activities
|
(6,546)
|
(24,225)
|
(59,310)
|
(79,584)
|
(112,135)
|
(68,622)
|
Cash flows from
financing activities
|
|
|
|
|
|
|
Sale of shares in
subsidiaries to non-controlling interests
|
-
|
-
|
1,400
|
|
-
|
1,620
|
Proceeds from
options
|
-
|
20
|
22
|
20
|
20
|
25
|
Cost associated with
long term loans
|
(1,122)
|
-
|
(1,319)
|
-
|
(734)
|
(1,526)
|
Proceeds from long
term loans
|
39
|
21,291
|
32,515
|
101,837
|
111,357
|
37,620
|
Repayment of
long-term loans
|
(7,360)
|
-
|
(10,750)
|
(2,766)
|
(3,959)
|
(12,438)
|
Repayment of
Debentures
|
-
|
-
|
(30,730)
|
(26,923)
|
(26,923)
|
(35,555)
|
Issuance / exercise
of warrants
|
-
|
|
3,675
|
320
|
2,544
|
4,252
|
Issuance of ordinary
shares
|
-
|
8,087
|
-
|
21,275
|
21,275
|
-
|
Repayment of Lease
liability
|
(4,086)
|
-
|
(4,086)
|
-
|
-
|
(4,728)
|
Proceeds from issue
of convertible debentures
|
-
|
-
|
15,571
|
-
|
-
|
18,016
|
Proceeds from
issuance of Debentures, net
|
-
|
-
|
25,465
|
-
|
38,057
|
29,463
|
Net cash from (used
in) financing activities
|
(12,529)
|
29,398
|
31,763
|
93,763
|
141,637
|
36,749
|
|
|
|
|
|
|
|
Effect of exchange
rate fluctuations on cash and cash
equivalents
|
3,366
|
(2,067)
|
5,855
|
(2,424)
|
(1,340)
|
6,774
|
Increase (decrease)
in cash and cash equivalents
|
(9,206)
|
2,757
|
(8,792)
|
9,480
|
22,336
|
(10,173)
|
Cash and cash
equivalents at the beginning of the period
|
67,259
|
51,232
|
66,845
|
44,509
|
44,509
|
77,341
|
Cash and cash
equivalents at the end of the period
|
58,053
|
53,989
|
58,053
|
53,989
|
66,845
|
67,168
|
* Convenience translation into US$ (exchange rate as at
September 30, 2021: EUR 1 = US$
1.16)
Ellomay Capital Ltd.
and its Subsidiaries
|
Operating
Segments
|
|
|
|
|
|
|
|
|
|
PV
|
|
|
|
Total
|
|
|
|
Italy
|
Spain
|
Ellomay
Solar1
|
Talasol
|
Israel2
|
Bio
Gas
|
Dorad
|
Manara
PSP
|
reportable
segments
|
Reconciliations
|
Consolidated
|
|
For the nine
months ended September 30, 2021
|
|
Unaudited
|
|
€ in
thousands
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
-
|
2,194
|
-
|
20,3303
|
3,339
|
9,417
|
38,625
|
-
|
73,905
|
(41,139)
|
32,766
|
Operating
expenses
|
-
|
(738)
|
-
|
(3,004)
|
(272)
|
(7,636)
|
(29,199)
|
-
|
(40,849)
|
29,199
|
(11,650)
|
Depreciation
expenses
|
-
|
(678)
|
-
|
(7,673)
|
(1,745)
|
(2,337)
|
(4,070)
|
-
|
(16,503)
|
5,455
|
(11,048)
|
Gross profit
(loss)
|
-
|
778
|
-
|
9,653
|
1,322
|
(556)
|
5,356
|
-
|
16,553
|
(6,485)
|
10,068
|
Project
development
costs
|
|
|
|
|
|
|
|
|
|
|
(1,845)
|
General
and
|
|
|
|
|
|
|
|
|
|
|
|
administrative
expenses
|
|
|
|
|
|
|
|
|
|
|
(3,949)
|
Share of loss of
equity
|
|
|
|
|
|
|
|
|
|
|
|
accounted
investee
|
|
|
|
|
|
|
|
|
|
|
284
|
Operating
profit
|
|
|
|
|
|
|
|
|
|
|
4,558
|
Financing
income
|
|
|
|
|
|
|
|
|
|
|
2,346
|
Financing expenses in
connection
|
|
|
|
|
|
|
|
|
|
|
|
with
derivatives and warrants, net
|
|
|
|
|
|
|
|
|
|
|
(403)
|
Financing expenses,
net
|
|
|
|
|
|
|
|
|
|
|
(12,381)
|
Loss before
taxes
|
|
|
|
|
|
|
|
|
|
|
|
on
Income
|
|
|
|
|
|
|
|
|
|
|
(5,880)
|
Segment assets as
at
|
|
|
|
|
|
|
|
|
|
|
|
September
30, 2021
|
1,091
|
14,795
|
7,849
|
241,161
|
37,355
|
34,616
|
115,187
|
97,487
|
549,541
|
(44,544)
|
504,997
|
1 Ellomay Solar, S.L, the developer of a 28 MW solar
project near the Talasol PV Plant.
2 The Talmei Yosef PV Plant located in Israel is presented under the fixed asset
model and not under the financial asset model as per IFRIC 12.
3 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).
Ellomay Capital Ltd.
and its Subsidiaries
|
Reconciliation of
Loss to EBITDA (in thousands)
|
|
|
|
|
|
|
For the three
months
ended September 30,
|
For the nine
months ended
September 30,
|
For the year
ended December
31,
|
For the nine
months ended
September 30,
|
|
2021
|
2020
|
2021
|
2020
|
2020
|
2021
|
|
Unaudited
|
|
€ in
thousands
|
Convenience
Translation into
US$*
|
Loss for the
period
|
(1,295)
|
(1,425)
|
(6,432)
|
(5,693)
|
(6,168)
|
(7,442)
|
Financing expenses,
net
|
4,964
|
1,181
|
10,438
|
2,290
|
3,634
|
12,077
|
Taxes on
income
|
459
|
72
|
552
|
160
|
(125)
|
639
|
Depreciation
|
3,992
|
797
|
11,048
|
2,244
|
2,975
|
12,783
|
EBITDA
|
8,120
|
625
|
15,606
|
(999)
|
316
|
18,057
|
* Convenience translation into US$ (exchange rate as at
September 30, 2021: EUR 1 = US$
1.16)
Reconciliation of
Loss to Adjusted EBITDA and to Adjusted FFO
|
|
|
For the nine
months ended
September 30, 2021
|
|
Unaudited
|
|
€ in
thousands
|
Loss for the
period
|
(6,432)
|
Financing expenses,
net
|
10,438
|
Taxes on
income
|
552
|
Depreciation
|
11,048
|
Adjustment to the
Share of loss of equity accounted investee to
include the Company's share in distributions
|
1,975
|
Adjustment to the
revenues of the Talmei Yosef PV Plant due to
calculation based on the fixed asset model
|
2,514
|
Adjustment to include
the financial revenues of the Talasol 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
|
20,990
|
Taxes on
income
|
(552)
|
Interest and SWAP
expenses on bank loans and debentures
|
(6,409)
|
Adjusted
FFO
|
14,029
|
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 September 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 €32
million (consisting of approximately €243.34 million of
short-term and long-term debt from banks and other interest bearing
financial obligations, approximately €90.15 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 €58.1 million of cash and cash
equivalents, short-term deposits and marketable securities and net
of approximately €243.36 million of project finance and
related hedging transactions of the Company's subsidiaries).
4 Short-term and long-term debt from banks and
other interest bearing financial obligations amount provided above,
includes an amount of approximately €11.4 million costs associated
with such debt, which was capitalized and therefore offset from the
debt amount that is recorded in the Company's balance
sheet.
5 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.
6 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 September 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 €122.2 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 consolidated shareholders'
equity plus the Net Financial Debt) was 20.8%, and (iii) the ratio
of the Company's Net Financial Debt to the Company's Adjusted
EBITDA7, was 1.6.
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 September 30,
2021:
|
For the four
quarter period
ended September 30, 2021
|
|
Unaudited
|
|
€ in
thousands
|
Loss for the
period
|
(6,907)
|
Financing expenses,
net
|
11,782
|
Taxes on
income
|
267
|
Depreciation
|
11,779
|
Adjustment to
revenues of the Talmei Yosef PV Plant due to
calculation based on the fixed asset model
|
3,112
|
Share-based
payments
|
47
|
Adjusted EBITDA as
defined the Series C Deed of Trust
|
20,080
|
7 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 September 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 €134 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 19.3%, and
(iii) the ratio of the Company's Net Financial Debt to the
Company's Adjusted EBITDA8 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 September 30,
2021:
|
For the four
quarter period
ended September 30, 2021
|
|
Unaudited
|
|
€ in
thousands
|
Loss for the
period
|
(6,907)
|
Financing expenses,
net
|
11,782
|
Taxes on
income
|
267
|
Depreciation
|
11,779
|
Adjustment to
revenues of the Talmei Yosef PV Plant due to
calculation based on the fixed asset model
|
3,112
|
Share-based
payments
|
47
|
Adjustment to data
relating to projects with a Commercial Operation
Date during the four preceding quarters9
|
6,899
|
Adjusted EBITDA as
defined the Series D Deed of Trust
|
26,979
|
8 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."
9 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.
View original
content:https://www.prnewswire.com/news-releases/ellomay-capital-reports-results-for-the-three-and-nine-months-ended-september-30-2021-301450800.html
SOURCE Ellomay Capital Ltd.