TEL-AVIV, Israel, March 31, 2022 /PRNewswire/ --Ellomay Capital
Ltd. (NYSE American: ELLO) (TASE: ELLO) ("Ellomay" or the
"Company"), a renewable energy and power generator
and developer of renewable energy and power projects in
Europe and Israel, today reported its
unaudited financial results for the fourth quarter and year ended
December 31,
2021.
The Talasol Refinancing
In January 2022, Talasol Solar
S.L. ("Talasol"), completed a refinancing (the
"Refinancing") of its project finance by closing of a
Facilities Agreement in the aggregate amount of €175 million
provided by European institutional lenders (the "Talasol New
Financing") and early repayment in full of the outstanding €121
million under the previous Talasol project finance (the "Talasol
Previous Financing"). The weighted average life of the Talasol
New Financing is approximately 11.5 years, compared to an original
weighted average life of 5.5 years of the Talasol Previous
Financing. The Talasol 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 Talasol
Previous Financing.
Although the Talasol New Financing achieved financial closing in
January 2022, as the Refinancing was
highly probable to be completed, our financial results as of and
for the year ended December 31, 2021
were impacted, mainly as follows: (i) the Talasol Previous
Financing in the amount of approximately €121 million was presented
as current liabilities, (ii) the fair value of the interest rate
swap contract associated with the Talasol Previous Financing in the
amount of approximately €3.3 million was recorded as a financing
expense and presented as a current liability, (iii) the expected
payment of dividend to Talasol's minority shareholders in the
amount of approximately €15 million was presented as a current
liability, and (iv) the Company amortized the outstanding balance
of expenses that were capitalized to the Talasol Previous Financing
in the aggregate amount of approximately €12.2 million. In January,
the proceeds on account of the Talasol New Financing were used to
repay the outstanding balance of €121 million that was presented as
a current liability and the Talasol New Financing was recorded as a
long term liability.
Financial Highlights
- Revenues were approximately €44.8 million for the year ended
December 31, 2021,
compared to approximately €9.6 million for the year ended
December 31, 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") 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 €17.5 million for the
year ended December 31,
2021, compared to approximately €5 million for the
year ended December 31,
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 €15.1 million for the year
ended December 31, 2021, compared to
approximately €3 million for the year ended December 31, 2020.
- Project development costs were approximately €2.5 million for
the year ended December 31, 2021,
compared to approximately €3.5 million for the year ended
December 31, 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 €5.7
million for the year ended December 31,
2021, compared to approximately €4.5 million for the year
ended December 31, 2020. The increase
is mostly due to increased D&O liability insurance costs and an
increase in the management fee paid to the Company's Chairman and
CEO, as well as Talasol's general and administrative expenses
following the achievement of PAC of the Talasol PV Plant on
January 27, 2021.
- Company's share of profits of equity accounted investee, after
elimination of intercompany transactions, was approximately €0.12
million for the year ended December 31,
2021, compared to approximately €1.5 million for the year
ended December 31, 2020. This
decrease is mainly attributable to the decrease in revenues of
Dorad Energy Ltd. ("Dorad") and higher financing expenses
incurred by Dorad as a result of the CPI indexation of loans from
banks.
- Other income was 0 in the year ended December 31, 2021, compared to other expenses,
net, of approximately €2.1 million in the year ended December 31, 2020. The other income recorded in
2020 was due to a cancellation of a provision for potential
indemnification recorded in this amount during 2019 in connection
with the sale of our Italian subsidiaries.
- Financing expenses, net were approximately €26.9 million for
the year ended December 31, 2021,
compared to approximately €3.6 million for the year ended
December 31, 2021. The increase in
financing expenses, net, was mainly due to the following:
- Financing expenses in connection with the Talasol PV Plant,
previously capitalized to fixed assets, are recognized in profit
and loss starting from the PAC, consisting of (i) approximately
€2.2 million of interest of bank loans, (ii) approximately €0.9
million of swap related payments, (iii) approximately €0.3 million
of expenses in connection with Talasol's project financing, and
(iv) approximately €2.1 million of interest accrued on shareholder
loans granted by the minority shareholders of Talasol.
- An amount of approximately €15.5 million recorded as of
December 31, 2021 in connection with
the Talasol Refinancing. Such expenses include approximately €3.3
million recorded in connection with the termination of the interest
rate swap contract and €12.2 million in connection with the
amortization of the outstanding balance of expenses that were
capitalized to the Talasol previous project finance.
- Approximately €0.9 million of expenses in connection with the
early repayment of the Company's Series B Debentures.
- Tax benefit was approximately €2.5 million in the year ended
December 31, 2021, compared to tax
benefit of approximately €0.1 million in the year ended
December 31, 2020. The increase in
tax benefit was mainly due to the expenses recorded by the Talasol
PV Plant in connection with the expected prepayment of the Talasol
previous project finance.
- Net loss was approximately €20.3 million in the year ended
December 31, 2021, compared to net
loss of approximately €6.2 million for the year ended December 31, 2020.
- Total other comprehensive loss was approximately €4.5 million
for the year ended December 31, 2021,
compared to total other comprehensive income of approximately €2.3
million in the year ended December 31,
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, due to fluctuations in the euro/NIS
exchange rates.
- Total comprehensive loss was approximately €24.8 million in the
year ended December 31, 2021,
compared to total comprehensive loss of approximately €3.9 million
in the year ended December 31,
2020.
- EBITDA was approximately €19.2 million for the year ended
December 31, 2021, compared to
approximately €0.3 million for the year ended December 31, 2020.
- Net cash from operating activities was approximately €15.2
million for the year ended December 31,
2021, compared to net cash used in operating activities of
approximately €5.8 million for the year ended December 31, 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.
- On October 25, 2021, the Company
issued additional Series C Debentures in an aggregate principal
amount of NIS 120,000 thousand
(approximately €32,100 thousand) to Israeli classified investors in
a private placement for an aggregate gross consideration of
approximately NIS 121,600 thousand
(approximately €32,529 thousand), reflecting a price of
NIS 1.0135 per NIS 1 principal amount.
- As of March 10, 2021, the Company
held approximately €78.8 million in cash and cash equivalents,
approximately €1.9 million in marketable securities, €27.7
million in short term deposits and approximately €15.4 million in
restricted short-term and long-term cash.
Fiscal 2021 CEO Review
Ran Fridrich, CEO and a board member of the Company, provided
the following CEO review:
"In 2021 the Company met its business plan goals, which included
among other things:
- Operating the Talasol PV Plan for the year, with PAC achieved
on January 27, 2021, with an average
availability of 98%;
- Refinancing the debt of the Talasol PV Plant under improved
interest, term and repayment terms, which enabled an immediate
repayment of shareholders' loans to Talasol's shareholders,
including the Company (51%), in the aggregate amount of
approximately €30 million and is expected to substantially increase
the dividend paid by Talasol to its shareholders on an annual
basis;
- Financial closing and commencement of construction of the
Manara PSP, with the tunneling construction works advancing as
planned;
- Constructing the Ellomay Solar PV project in Spain (28 MW) and reaching the final
construction stage (the project's connection to the national grid
is currently underway);
- Developing a scope of 439 MW licenses for PV projects in
Italy under advanced development,
of which approximately 120 MW received licenses as of this date.
The construction of the first project (20 MW) commenced during 2022
and works will commence on another adjacent project (15 MW)
shortly;
- Locating properties in Israel
for the construction of the PV + storage projects of 40MW PV +
80MW/h batteries (the first tender is in advanced stages); and
- Continued operational improvements in our biogas facilities in
the Netherlands, including a 20%
improvement in output in the Gelderland Biogas Plant.
The financing expenses for the year included non-recurring
expenses in connection with the refinancing of the Talasol project
finance (in the aggregate amount of approximately €15.5 million)
and changes in exchange rates (approximately €5.4 million), which
are not cash items. The financing expenses of the Company excluding
these expenses were approximately €8 million.
Main financial metrics, in line with the Company's
projections:
- Non-IFRS Revenues – approximately €51.2 million.
- Adjusted EBITDA – approximately
€25.5 million.
- Adjusted FFO – approximately
€18.5 million.
- Cash flow from operating activities – approximately €15.2
million."
Please see the tables on page 12 of this press release for a
reconciliation of this information.
Use of NON-IFRS Financial Measures
Non-IFRS Revenues, 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 "Non-IFRS Revenues," "Adjusted EBITDA" and
"Adjusted FFO" to highlight the fact that in the calculation of
these Non-IFRS financial measures the Company presents the results
of 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 Non-IFRS Revenues, 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 Non-IFRS Revenues, 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 12 of
this press release.
About Ellomay Capital Ltd.
Ellomay is an Israeli based company whose shares are registered
with the NYSE American and with the Tel Aviv Stock Exchange under
the trading symbol "ELLO". Since 2009, Ellomay Capital focuses
its business in the renewable energy and power sectors in
Europe and Israel.
To date, Ellomay has evaluated numerous opportunities and
invested significant funds in the renewable, clean energy and
natural resources industries in Israel, Italy
and Spain, including:
- Approximately 7.9MW of photovoltaic power plants in
Spain and a photovoltaic power
plant of approximately 9 MW in Israel;
- 9.375% indirect interest in Dorad Energy Ltd., which owns and
operates one of Israel's largest
private power plants with production capacity of approximately
860MW, representing about 6%-8% of Israel's total current electricity
consumption;
- 51% of Talasol, which owns a photovoltaic plant with a
peak capacity of 300MW in the municipality of Talaván, Cáceres,
Spain;
- Groen Gas Goor B.V., Groen Gas Oude-Tonge B.V. and Groen Gas
Gelderland B.V., project companies operating anaerobic digestion
plants in the Netherlands,
with a green gas production capacity of approximately 3 million,
3.8 million and 9.5 million (with a license to produce 7.5 million)
Nm3 per year, respectively;
- 83.333% of Ellomay Pumped Storage (2014) Ltd., which is
constructing 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 technical and other disruptions in the operations
or construction of the power plants owned by the Company. These and
other risks and uncertainties associated with the Company's
business are described in greater detail in the filings the Company
makes from time to time with Securities and Exchange Commission,
including its Annual Report on Form 20-F. The forward-looking
statements are made as of this date and the Company does not
undertake any obligation to update any forward-looking statements,
whether as a result of new information, future events or
otherwise.
Contact:
Kalia Rubenbach (Weintraub)
CFO
Tel: +972 (3) 797-1111
Email: hilai@ellomay.com
Ellomay Capital Ltd.
and its Subsidiaries
|
Condensed
Consolidated Statements of Financial Position
|
|
|
December
31,
|
|
2021
|
2020
|
2021
|
|
Audited
|
Audited
|
Audited
|
|
€ in
thousands
|
Convenience
Translation into
US$ in thousands*
|
Assets
|
|
|
|
Current
assets:
|
|
|
|
Cash and cash
equivalents
|
41,229
|
66,845
|
46,663
|
Marketable
securities
|
1,946
|
1,761
|
2,202
|
Short term
deposits
|
28,410
|
8,113
|
32,154
|
Restricted
cash
|
1,000
|
-
|
1,132
|
Receivable from
concession project
|
1,784
|
1,491
|
2,019
|
Trade and other
receivables
|
9,487
|
9,825
|
10,737
|
|
83,856
|
88,035
|
94,907
|
Non-current
assets
|
|
|
|
Investment in equity
accounted investee
|
34,029
|
32,234
|
38,514
|
Advances on account
of investments
|
1,554
|
2,423
|
1,759
|
Receivable from
concession project
|
26,909
|
25,036
|
30,456
|
Fixed
assets
|
340,065
|
264,095
|
384,886
|
Right-of-use
asset
|
23,367
|
17,209
|
26,447
|
Intangible
asset
|
4,762
|
4,604
|
5,390
|
Restricted cash and
deposits
|
15,630
|
9,931
|
17,690
|
Deferred
tax
|
12,952
|
3,605
|
14,659
|
Long term
receivables
|
5,388
|
2,762
|
6,098
|
Derivatives
|
2,635
|
10,238
|
2,982
|
|
467,291
|
372,137
|
528,881
|
|
|
|
|
Total
assets
|
551,147
|
460,172
|
623,788
|
|
|
|
|
Liabilities and
Equity
|
|
|
|
Current
liabilities
|
|
|
|
Current maturities of
long term bank loans
|
126,180
|
10,232
|
142,811
|
Current maturities of
long term loans
|
16,401
|
4,021
|
18,563
|
Current maturities of
debentures
|
19,806
|
10,600
|
22,416
|
Trade
payables
|
2,904
|
12,387
|
3,285
|
Other
payables
|
20,806
|
**3,593
|
23,548
|
Current maturities of
derivatives
|
14,783
|
**1,378
|
16,731
|
Current maturities of
lease liabilities
|
4,329
|
**490
|
4,900
|
|
205,209
|
42,701
|
232,254
|
Non-current
liabilities
|
|
|
|
Long-term lease
liabilities
|
15,800
|
17,299
|
17,882
|
Long-term
loans
|
39,093
|
134,520
|
44,245
|
Other long-term bank
loans
|
37,221
|
49,396
|
42,127
|
Debentures
|
117,493
|
72,124
|
132,979
|
Deferred
tax
|
8,836
|
7,806
|
10,001
|
Other long-term
liabilities
|
3,905
|
**2,964
|
4,420
|
Derivatives
|
10,107
|
8,336
|
11,439
|
|
232,455
|
292,445
|
263,093
|
Total
liabilities
|
437,664
|
335,146
|
495,347
|
Equity
|
|
|
|
Share
capital
|
25,605
|
25,102
|
28,980
|
Share
premium
|
85,883
|
82,401
|
97,202
|
Treasury
shares
|
(1,736)
|
(1,736)
|
(1,965)
|
Transaction reserve
with non-controlling Interests
|
5,697
|
6,106
|
6,448
|
Reserves
|
7,288
|
4,164
|
8,249
|
Retained earnings
(accumulated deficit)
|
(7,217)
|
8,191
|
(8,168)
|
Total equity
attributed to shareholders of the Company
|
115,520
|
124,228
|
130,746
|
Non-Controlling
Interest
|
(2,037)
|
798
|
(2,305)
|
Total
equity
|
113,483
|
125,026
|
128,441
|
Total liabilities
and equity
|
551,147
|
460,172
|
623,788
|
* Convenience translation into US$ (exchange
rate as at December 31,
2021: euro 1 = US$
1.132)
** Reclassified
Ellomay Capital Ltd.
and its Subsidiaries
|
Condensed
Consolidated Statements of Comprehensive Loss
|
|
|
For the three
months ended
December 31,
|
For the year ended December 31,
|
For the three
months ended
December 31,
|
For the year
ended December 31,
|
|
|
2021
|
2020
|
2021
|
2020
|
2021
|
2021
|
|
Unaudited
|
Audited
|
Unaudited
|
Audited
|
|
€ in
thousands (except per share data)
|
Convenience
Translation into US$*
|
Revenues
|
12,017
|
2,801
|
44,783
|
9,645
|
13,601
|
50,685
|
Operating
expenses
|
(5,874)
|
(1,541)
|
(17,524)
|
(4,951)
|
(6,648)
|
(19,834)
|
Depreciation and
amortization expenses
|
(4,028)
|
(731)
|
(15,076)
|
(2,975)
|
(4,559)
|
(17,063)
|
Gross
profit
|
2,115
|
529
|
12,183
|
1,719
|
2,394
|
13,788
|
|
|
|
|
|
|
|
Project development
costs
|
(663)
|
(479)
|
(2,508)
|
(3,491)
|
(750)
|
(2,839)
|
General and
administrative expenses
|
(1,712)
|
(1,186)
|
(5,661)
|
(4,512)
|
(1,938)
|
(6,407)
|
Share of profits of
equity accounted investee
|
(167)
|
(380)
|
117
|
1,525
|
(189)
|
132
|
Other income
(expenses), net
|
-
|
2,100
|
-
|
2,100
|
-
|
-
|
Operating profit
(loss)
|
(427)
|
584
|
4,131
|
(2,659)
|
(483)
|
4,674
|
|
|
|
|
|
|
|
Financing
income
|
585
|
802
|
2,931
|
2,134
|
662
|
3,317
|
Financing income
(expenses) in connection with derivatives
and warrants, net
|
(438)
|
(438)
|
(841)
|
1,094
|
(496)
|
(952)
|
Financing expenses in
connection with projects finance
|
(12,276)
|
(497)
|
(17,800)
|
(1,823)
|
(13,894)
|
(20,146)
|
Financing expenses in
connection with debentures
|
(420)
|
(765)
|
(3,220)
|
(2,155)
|
(475)
|
(3,644)
|
Interest expenses on
minority shareholder loan
|
(551)
|
(5)
|
(2,055)
|
(41)
|
(624)
|
(2,326)
|
Other financing
expenses
|
(3,346)
|
(441)
|
(5,899)
|
(2,843)
|
(3,787)
|
(6,676)
|
Financing expenses,
net
|
(16,446)
|
(1,344)
|
(26,884)
|
(3,634)
|
(18,614)
|
(30,427)
|
Loss before taxes
on income
|
(16,873)
|
(760)
|
(22,753)
|
(6,293)
|
(19,097)
|
(25,753)
|
Tax
benefit
|
3,041
|
285
|
2,489
|
125
|
3,442
|
2,817
|
Loss for the
period
|
(13,832)
|
(475)
|
(20,264)
|
(6,168)
|
(15,655)
|
(22,936)
|
Loss attributable
to:
|
|
|
|
|
|
|
Owners of the
Company
|
(8,347)
|
(216)
|
(15,408)
|
(4,627)
|
(9,447)
|
(17,439)
|
Non-controlling
interests
|
(5,485)
|
(259)
|
(4,856)
|
(1,541)
|
(6,207)
|
(5,498)
|
Loss for the
period
|
(13,832)
|
(475)
|
(20,264)
|
(6,168)
|
(15,654)
|
(22,937)
|
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
|
6,696
|
801
|
12,284
|
(482)
|
7,579
|
13,903
|
Effective portion of
change in fair value of cash flow hedges
|
(783)
|
(1,443)
|
(13,429)
|
2,210
|
(886)
|
(15,199)
|
Net change in fair
value of cash flow hedges transferred to
profit or
loss
|
(1,481)
|
(163)
|
(3,353)
|
555
|
(1,676)
|
(3,795)
|
Total other
comprehensive profit (loss)
|
4,432
|
(805)
|
(4,498)
|
2,283
|
5,017
|
(5,091)
|
|
|
|
|
|
|
|
Total other
comprehensive income (loss) attributable to:
|
|
|
|
|
|
|
Owners of the
Company
|
5,260
|
87
|
3,124
|
881
|
5,954
|
3,535
|
Non-controlling
interests
|
(828)
|
(892)
|
(7,622)
|
1,402
|
(937)
|
(8,626)
|
Total other
comprehensive income (loss)
|
4,432
|
(805)
|
(4,498)
|
2,283
|
5,017
|
(5,091)
|
|
|
|
|
|
|
|
Total
comprehensive loss for the year
|
(9,400)
|
(1,280)
|
(24,762)
|
(3,885)
|
(10,637)
|
(28,028)
|
|
|
|
|
|
|
|
Total
comprehensive loss for the
year attributable to:
|
|
|
|
|
|
|
Owners of the
Company
|
(3,087)
|
(129)
|
(12,284)
|
(3,746)
|
(3,493)
|
(13,904)
|
Non-controlling
interests
|
(6,313)
|
(1,151)
|
(12,478)
|
(139)
|
(7,144)
|
(14,124)
|
Total
comprehensive loss for the year
|
(9,400)
|
(1,280)
|
(24,762)
|
(3,885)
|
(10,637)
|
(28,028)
|
|
|
|
|
|
|
|
Basic loss per
share
|
(0.65)
|
(0.01)
|
(1.20)
|
(0.38)
|
(0.75)
|
(1.39)
|
Diluted loss per
share
|
(0.65)
|
(0.01)
|
(1.20)
|
(0.38)
|
(0.75)
|
(1.39)
|
* Convenience translation into US$ (exchange rate as at
December 31, 2021: euro 1 = US$
1.132)
Ellomay Capital Ltd.
and its Subsidiaries
|
Condensed
Consolidated Statements of Changes in Equity
|
|
|
|
|
Attributable to
shareholders of the Company
|
Non-
controlling
|
Total
|
|
|
|
Interests
|
Equity
|
|
Share
capital
|
Share
premium
|
Accumulated
Deficit
|
Treasury
shares
|
Translation
reserve from foreign
operations
|
Hedging
Reserve
|
Interests
Transaction
reserve with non-controlling
Interests
|
Total
|
|
|
|
€ in
thousands
|
For the year
ended
|
|
|
|
|
|
|
|
|
|
|
December 31,
2021 (Audited):
|
|
|
|
|
|
|
|
|
|
|
Balance as at
January 1, 2021
|
25,102
|
82,401
|
8,191
|
(1,736)
|
3,823
|
341
|
6,106
|
124,228
|
798
|
125,026
|
Profit (loss) for
the year
|
-
|
-
|
(15,408)
|
-
|
-
|
-
|
-
|
(15,408)
|
(4,856)
|
(20,264)
|
Other
comprehensive loss for the year
|
-
|
-
|
-
|
-
|
11,542
|
(8,418)
|
-
|
3,124
|
(7,622)
|
(4,498)
|
Total
comprehensive loss for the year
|
-
|
-
|
(15,408)
|
-
|
11,542
|
(8,418)
|
-
|
(12,284)
|
(12,478)
|
(24,762)
|
Transactions with
owners of the Company,
recognized directly in equity:
|
|
|
|
|
|
|
|
|
|
|
Issuance of
ordinary shares
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
8,682
|
8,682
|
Acquisition of
shares in subsidiaries from non-controlling
interests
|
|
|
|
|
|
|
(409)
|
(409)
|
961
|
552
|
Warrants
exercise
|
454
|
3,419
|
|
|
|
|
|
3,873
|
-
|
3,873
|
Options
exercise
|
49
|
-
|
-
|
-
|
-
|
-
|
-
|
49
|
-
|
49
|
Share-based
payments
|
-
|
63
|
-
|
-
|
-
|
-
|
-
|
63
|
-
|
63
|
Balance as at
December 31, 2021
|
25,605
|
85,883
|
(7,217)
|
(1,736)
|
15,365
|
(8,077)
|
5,697
|
115,520
|
(2,037)
|
113,483
|
|
|
|
|
|
|
|
|
|
|
|
For the three
months
|
|
|
|
|
|
|
|
|
|
|
ended December 31,
2021 (Unaudited):
|
|
|
|
|
|
|
|
|
|
|
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
|
Profit (loss) for
the year
|
-
|
-
|
(8,347)
|
-
|
-
|
-
|
-
|
(8,347)
|
(5,485)
|
(13,832)
|
Other
comprehensive loss for the year
|
-
|
-
|
-
|
-
|
6,272
|
(1,012)
|
-
|
5,260
|
(828)
|
4,432
|
Total
comprehensive loss for the year
|
-
|
-
|
(8,347)
|
-
|
6,272
|
(1,012)
|
-
|
(3,087)
|
(6,313)
|
(9,400)
|
Transactions with
owners of the Company, recognized directly in
equity:
|
|
|
|
|
|
|
|
|
|
|
Acquisition of
shares in subsidiaries from non-controlling
interests
|
-
|
-
|
-
|
-
|
-
|
-
|
552
|
552
|
-
|
552
|
Issuance of
ordinary shares
|
-
|
71
|
-
|
-
|
-
|
-
|
-
|
71
|
-
|
71
|
Options
exercise
|
27
|
-
|
-
|
-
|
-
|
-
|
-
|
27
|
-
|
27
|
Share-based
payments
|
-
|
38
|
-
|
-
|
-
|
-
|
-
|
38
|
-
|
38
|
Balance as at
December 31, 2021
|
25,605
|
85,883
|
(7,217)
|
(1,736)
|
15,365
|
(8,077)
|
5,697
|
115,520
|
(2,037)
|
113,483
|
Ellomay Capital Ltd.
and its Subsidiaries
|
Condensed
Consolidated Interim Statements of Changes in Equity
(cont'd)
|
|
|
|
|
Attributable to
shareholders of the Company
|
Non-
controlling
|
Total
|
|
|
|
Interests
|
Equity
|
|
Share
capital
|
Share
premium
|
Retained
earnings
|
Treasury
shares
|
Translation
reserve from foreign
operations
|
Hedging
Reserve
|
Interests
Transaction
reserve with non-controlling
Interests
|
Total
|
|
|
|
€ 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
|
|
|
|
|
|
|
|
|
|
|
|
For the three
months
|
|
|
|
|
|
|
|
|
|
|
ended December 31,
2020 (Unaudited):
|
|
|
|
|
|
|
|
|
|
|
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
|
Profit (loss) for
the period
|
-
|
-
|
(216)
|
-
|
-
|
-
|
-
|
(216)
|
(259)
|
(475)
|
Other
comprehensive loss for the period
|
-
|
-
|
-
|
-
|
860
|
(773)
|
-
|
87
|
(892)
|
(805)
|
Total
comprehensive income for the period
|
-
|
-
|
(216)
|
-
|
860
|
(773)
|
-
|
(129)
|
(1,151)
|
(1,280)
|
Transactions with
owners of the Company, recognized directly in
equity:
|
|
|
|
|
|
|
|
|
|
|
Issuance of
ordinary shares
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Options
exercise
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Share-based
payments
|
-
|
22
|
-
|
-
|
-
|
-
|
-
|
22
|
-
|
22
|
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
(cont'd)
|
|
|
|
|
Attributable to
shareholders of the Company
|
Non-
controlling
|
Total
|
|
|
|
Interests
|
Equity
|
|
Share
capital
|
Share
premium
|
Accumulated
Deficit
|
Treasury
shares
|
Translation
reserve from foreign
operations
|
Hedging
Reserve
|
Interests
Transaction
reserve with non-controlling
Interests
|
Total
|
|
|
|
Convenience
translation into US$ (exchange rate as at December 31, 2021: euro 1
= US$ 1.132)
|
For the year
ended
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021
(Audited):
|
|
|
|
|
|
|
|
|
|
|
Balance as at
January 1, 2021
|
28,411
|
93,261
|
9,271
|
(1,965)
|
4,327
|
387
|
6,911
|
140,603
|
905
|
141,508
|
Profit (loss) for
the year
|
-
|
-
|
(17,439)
|
-
|
-
|
-
|
-
|
(17,439)
|
(5,498)
|
(22,937)
|
Other
comprehensive loss for the year
|
-
|
-
|
-
|
-
|
13,063
|
(9,528)
|
-
|
3,535
|
(8,626)
|
(5,091)
|
Total
comprehensive loss for the year
|
-
|
-
|
(17,439)
|
-
|
13,063
|
(9,528)
|
-
|
(13,904)
|
(14,124)
|
(28,028)
|
Transactions with
owners of the Company,
recognized directly in equity:
|
|
|
|
|
|
|
|
|
|
|
Issuance of
ordinary shares
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
9,826
|
9,826
|
Acquisition of
shares in subsidiaries from non-controlling
interests
|
-
|
-
|
-
|
-
|
-
|
-
|
(463)
|
(463)
|
1,088
|
625
|
Warrants
exercise
|
514
|
3,870
|
-
|
-
|
-
|
-
|
-
|
4,384
|
-
|
4,384
|
Options
exercise
|
55
|
-
|
-
|
-
|
-
|
-
|
-
|
55
|
-
|
55
|
Share-based
payments
|
-
|
71
|
-
|
-
|
-
|
-
|
-
|
71
|
-
|
71
|
Balance as at
December 31, 2021
|
28,980
|
97,202
|
(8,168)
|
(1,965)
|
17,390
|
(9,141)
|
6,448
|
130,746
|
(2,305)
|
128,441
|
|
|
|
|
|
|
|
|
|
|
|
For the three
months
|
|
|
|
|
|
|
|
|
|
|
ended December 31,
2021 (Unaudited):
|
|
|
|
|
|
|
|
|
|
|
Balance as at
September 30, 2021
|
28,949
|
97,079
|
1,279
|
(1,965)
|
10,291
|
(7,996)
|
5,823
|
133,460
|
4,839
|
138,299
|
Profit (loss) for
the year
|
-
|
-
|
(9,447)
|
-
|
-
|
-
|
-
|
(9,447)
|
(6,207)
|
(15,654)
|
Other
comprehensive loss for the year
|
-
|
-
|
-
|
-
|
7,099
|
(1,145)
|
-
|
5,954
|
(937)
|
5,017
|
Total
comprehensive loss for the year
|
-
|
-
|
(9,447)
|
-
|
7,099
|
(1,145)
|
-
|
(3,493)
|
(7,144)
|
(10,637)
|
Transactions with
owners of the Company, recognized directly in
equity:
|
|
|
|
|
|
|
|
|
|
|
Acquisition of
shares in subsidiaries from non-controlling
interests
|
-
|
-
|
-
|
-
|
-
|
-
|
625
|
625
|
-
|
625
|
Warrants
exercise
|
-
|
80
|
-
|
-
|
-
|
-
|
-
|
80
|
-
|
80
|
Options
exercise
|
31
|
-
|
-
|
-
|
-
|
-
|
-
|
31
|
-
|
31
|
Share-based
payments
|
-
|
43
|
-
|
-
|
-
|
-
|
-
|
43
|
-
|
43
|
Balance as at
December 31, 2021
|
28,980
|
97,202
|
(8,168)
|
(1,965)
|
17,390
|
(9,141)
|
6,448
|
130,746
|
(2,305)
|
128,441
|
Ellomay Capital Ltd.
and its Subsidiaries
|
Condensed
Consolidated Interim Statements of Cash Flow
|
|
|
For the three
months ended
December 31,
|
For the year
ended
December 31,
|
For the three
months ended
December 31,
|
For the year
ended
December 31,
|
|
2021
|
2020
|
2021
|
2020
|
2021
|
2021
|
|
Unaudited
|
Audited
|
Unaudited
|
Audited
|
|
€ in
thousands
|
Convenience
Translation into US$*
|
Cash flows from
operating activities
|
|
|
|
|
|
|
Profit for the
period
|
(13,832)
|
(475)
|
(20,264)
|
(6,168)
|
(15,654)
|
(22,937)
|
Adjustments
for:
|
|
|
|
|
|
|
Financing expenses,
net
|
16,446
|
1,344
|
26,884
|
3,634
|
18,614
|
30,428
|
Profit from
settlement of derivatives contract
|
-
|
-
|
(407)
|
-
|
-
|
(461)
|
Depreciation and
amortization
|
4,028
|
731
|
15,076
|
2,975
|
4,559
|
17,063
|
Share-based payment
transactions
|
38
|
22
|
63
|
50
|
43
|
71
|
Share of profits of
equity accounted investees
|
167
|
380
|
(117)
|
(1,525)
|
189
|
(132)
|
Payment of interest
on loan from an equity accounted investee
|
-
|
-
|
859
|
582
|
-
|
972
|
Change in trade
receivables and other receivables
|
4,542
|
(3,137)
|
(1,883)
|
(3,868)
|
5,141
|
(2,131)
|
Change in other
assets
|
(345)
|
(205)
|
(545)
|
179
|
(390)
|
(617)
|
Change in receivables
from concessions project
|
267
|
203
|
1,580
|
1,426
|
302
|
1,788
|
Change in trade
payables
|
167
|
529
|
154
|
190
|
189
|
174
|
Change in other
payables
|
(4,834)
|
(2,063)
|
2,380
|
(1,226)
|
(5,471)
|
2,694
|
Tax
benefit
|
(3,041)
|
(285)
|
(2,489)
|
(125)
|
(3,442)
|
(2,817)
|
Income taxes
paid
|
(79)
|
(31)
|
(94)
|
(119)
|
(89)
|
(106)
|
Interest
received
|
517
|
761
|
1,844
|
2,075
|
585
|
2,087
|
Interest
paid
|
(1,701)
|
(1,325)
|
(7,801)
|
(3,906)
|
(1,925)
|
(8,829)
|
|
16,172
|
(3,076)
|
35,504
|
342
|
18,305
|
40,184
|
Net cash from (used
in) operating activities
|
2,340
|
(3,551)
|
15,240
|
(5,826)
|
2,651
|
17,247
|
Cash flows from
investing activities
|
|
|
|
|
|
|
Acquisition of fixed
assets
|
(10,232)
|
(24,742)
|
(82,810)
|
(128,420)
|
(11,581)
|
(93,724)
|
Acquisition of
subsidiary, net of cash acquire
|
-
|
(7,464)
|
-
|
(7,464)
|
-
|
-
|
VAT associated with
the acquisition of fixed assets
|
(2,310)
|
-
|
-
|
-
|
(2,614)
|
-
|
Repayment of loan
from an equity accounted investee
|
-
|
55
|
1,400
|
1,978
|
-
|
1,585
|
Loan to an equity
accounted investee
|
(39)
|
(181)
|
(335)
|
(181)
|
(44)
|
(379)
|
Advances on account
of investments
|
8
|
-
|
-
|
(1,554)
|
9
|
-
|
Proceeds from
marketable securities
|
-
|
436
|
-
|
1,800
|
-
|
-
|
Acquisition of
marketable securities
|
-
|
(1,481)
|
-
|
(1,481)
|
-
|
-
|
Proceeds from
settlement of derivatives, net
|
(724)
|
-
|
(976)
|
-
|
(819)
|
(1,105)
|
Proceed (investment)
in restricted cash, net
|
(5,786)
|
742
|
(5,990)
|
23,092
|
(6,549)
|
(6,779)
|
Investment in short
term deposit
|
(27,132)
|
84
|
(18,599)
|
(1,323)
|
(30,708)
|
(21,050)
|
Proceeds (Investment)
in Marketable Securities
|
(1,897)
|
-
|
(112)
|
-
|
(2,147)
|
(127)
|
Compensation as per
agreement with Erez Electricity Ltd.
|
-
|
-
|
-
|
1,418
|
-
|
-
|
Net cash used in
investing activities
|
(48,112)
|
(32,551)
|
(107,422)
|
(112,135)
|
(54,453)
|
(121,579)
|
Cash flows from
financing activities
|
|
|
|
|
|
|
Issuance of
warrants
|
2,346
|
2,224
|
3,746
|
2,544
|
2,655
|
4,240
|
Repayment of
long-term loans and finance lease obligations
|
(18,927)
|
(1,193)
|
(18,905)
|
(3,959)
|
(21,422)
|
(21,397)
|
Repayment of
Debentures
|
(29,411)
|
-
|
(30,730)
|
(26,923)
|
(33,287)
|
(34,780)
|
Cost associated with
long term loans
|
(35,311)
|
(734)
|
(2,796)
|
(734)
|
(39,965)
|
(3,165)
|
Proceeds from
options
|
10,799
|
-
|
49
|
20
|
12,222
|
55
|
Sale of shares in
subsidiaries to non-controlling interests
|
32,130
|
-
|
1,400
|
-
|
36,365
|
1,585
|
Issuance of ordinary
shares
|
-
|
-
|
-
|
21,275
|
-
|
-
|
Payment of principal
of lease liabilities
|
(8,478)
|
-
|
(4,803)
|
-
|
(9,595)
|
(5,436)
|
Proceeds from long
term loans, net
|
37,033
|
9,520
|
32,947
|
111,357
|
41,914
|
37,289
|
Proceeds from issue
of convertible debentures
|
-
|
-
|
15,571
|
-
|
-
|
17,623
|
Proceeds from
issuance of Debentures, net
|
32,252
|
38,057
|
57,717
|
38,057
|
36,503
|
65,324
|
Net cash from
financing activities
|
22,433
|
47,874
|
54,196
|
141,637
|
25,390
|
61,338
|
Effect of exchange
rate fluctuations on cash and cash equivalents
|
6,515
|
1,084
|
12,370
|
(1,340)
|
7,374
|
14,002
|
Increase (decrease)
in cash and cash equivalents
|
(16,824)
|
12,856
|
(25,616)
|
22,336
|
(19,041)
|
(28,992)
|
Cash and cash
equivalents at the beginning of the period
|
58,053
|
53,989
|
66,845
|
44,509
|
65,704
|
75,655
|
Cash and cash
equivalents at the end of the period
|
41,229
|
66,845
|
41,229
|
66,845
|
46,663
|
46,663
|
* Convenience translation into US$ (exchange rate as at
December 31, 2021: euro 1 = US$
1.132)
Ellomay Capital Ltd.
and its Subsidiaries
|
Operating
Segments
|
|
|
PV
|
|
|
|
Total
|
|
|
|
|
|
Ellomay
|
|
|
Bio
|
|
|
reportable
|
|
Total
|
|
Italy
|
Spain
|
Solar[1]
|
Talasol
|
Israel[2]
|
Gas
|
Dorad
|
Manara
|
segments
|
Reconciliations
|
consolidated
|
|
For the year ended
December 31, 2021
|
|
€ in
thousands
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
-
|
2,587
|
-
|
28,494[3]
|
4,255
|
12,686
|
51,630
|
-
|
99,652
|
(54,869)
|
44,783
|
Operating
expenses
|
-
|
(472)
|
-
|
(6,239)
|
(367)
|
(10,446)
|
(39,175)
|
-
|
(56,699)
|
39,175
|
(17,524)
|
Depreciation
expenses
|
-
|
(904)
|
-
|
(10,546)
|
(2,374)
|
(3,135)
|
(5,539)
|
-
|
(22,498)
|
7,422
|
(15,076)
|
Gross profit
(loss)
|
-
|
1,211
|
-
|
11,709
|
1,514
|
(895)
|
6,916
|
-
|
20,455
|
(8,272)
|
12,183
|
Project development
costs
|
|
|
|
|
|
|
|
|
|
|
(2,508)
|
General
and
|
|
|
|
|
|
|
|
|
|
|
|
administrative
expenses
|
|
|
|
|
|
|
|
|
|
|
(5,661)
|
Share of loss of
equity
|
|
|
|
|
|
|
|
|
|
|
|
accounted
investee
|
|
|
|
|
|
|
|
|
|
|
117
|
Operating
profit
|
|
|
|
|
|
|
|
|
|
|
4,131
|
Financing
income
|
|
|
|
|
|
|
|
|
|
|
2,931
|
Financing
expenses in connection
|
|
|
|
|
|
|
|
|
|
|
|
with
derivatives and warrants, net
|
|
|
|
|
|
|
|
|
|
|
(841)
|
Financing expenses,
net
|
|
|
|
|
|
|
|
|
|
|
(28,974)
|
Loss before
taxes
|
|
|
|
|
|
|
|
|
|
|
|
on
Income
|
|
|
|
|
|
|
|
|
|
|
(22,753)
|
Segment assets as
at
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2021
|
1,715
|
13,841
|
14,456
|
246,172
|
38,809
|
34,570
|
118,435
|
107,678
|
575,676
|
(24,529)
|
551,147
|
Ellomay Capital Ltd.
and its Subsidiaries
|
Reconciliation of
Loss to EBITDA (unaudited)
|
|
|
For the three
months
ended December 31,
|
For the year
ended December 31,
|
For the three
months
ended December 31,
|
For the year
ended December 31,
|
|
2021
|
2020
|
2021
|
2020
|
2021
|
2021
|
|
€ in
thousands
|
Convenience
Translation into US$*
|
Net loss for the
period
|
(13,832)
|
(475)
|
(20,264)
|
(6,168)
|
(15,654)
|
(22,937)
|
Financing
expenses, net
|
16,446
|
1,344
|
26,884
|
3,634
|
18,614
|
30,428
|
Tax
benefit
|
(3,041)
|
(285)
|
(2,489)
|
(125)
|
(3,442)
|
(2,817)
|
Depreciation and
amortization
|
4,028
|
731
|
15,076
|
2,975
|
4,559
|
17,063
|
EBITDA
|
3,601
|
1,315
|
19,207
|
316
|
4,077
|
21,737
|
* Convenience translation into US$ (exchange rate as at
December 31, 2021: euro 1 = US$
1.132)
Reconciliation of
Loss to Adjusted EBITDA and to Adjusted FFO
(unaudited)
|
|
|
For the year ended
December 31, 2021
|
|
€ in
thousands
|
Loss for the
period
|
(20,264)
|
Financing expenses, net
|
26,884
|
Tax
benefit
|
(2,489)
|
Depreciation
|
15,076
|
Adjustment to the
Share of loss of equity accounted investee to include the Company's
share in distributions
|
2,142
|
Adjustment to the
revenues of the Talmei Yosef PV Plant due to calculation based on
the fixed asset model
|
3,239
|
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
|
25,483
|
Interest and SWAP
expenses on bank loans and debentures
|
(6,959)
|
Adjusted
FFO
|
18,524
|
Reconciliation of
IFRS Revenues to Non-IFRS Revenues (unaudited)
|
|
|
For the year ended
December 31, 2021
|
|
€ in
thousands
|
IFRS Revenues for the
period
|
44,783
|
Adjustment to the
Share of loss of equity accounted investee to include the Company's
share in distributions
|
2,259
|
Adjustment to the
revenues of the Talmei Yosef PV Plant due to calculation based on
the fixed asset model
|
3,239
|
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
|
Non-IFRS
Revenues
|
51,176
|
Ellomay Capital Ltd. and its Subsidiaries
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 Items 5.B and 10.C 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 December 31, 2021, the
Company's Net Financial Debt, (as such term is defined in the Deeds
of Trust of the Company's Debentures), was approximately €68.1
million (consisting of approximately €223.3[4] million of
short-term and long-term debt from banks and other interest bearing
financial obligations, approximately €139.7[5] million in
connection with the Series C Debentures issuances (in July
2019, October 2020,
February 2021 and October 2021) and Series D Debentures issuance
(in February 2021), net of
approximately €71.6 million of cash and cash equivalents,
short-term deposits and marketable securities and net of
approximately €223.3[6] million of project finance and related
hedging transactions of the Company's subsidiaries).
Information for the Company's Series C Debenture
Holders.
The Deed of Trust governing the Company's Series C Debentures
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 €113.5 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 37.5%, and (iii) the ratio
of the Company's Net Financial Debt to the Company's Adjusted
EBITDA[7], was 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 December 31,
2021:
|
For the
four-quarter period
ended December 31, 2021
|
|
Unaudited
|
|
€ in
thousands
|
Loss for the
period
|
(20,264)
|
Financing expenses,
net
|
26,884
|
Tax
benefit
|
(2,489)
|
Depreciation
|
15,076
|
Adjustment to
revenues of the Talmei Yosef PV Plant due to calculation based on
the fixed asset model
|
3,239
|
Share-based
payments
|
49
|
Adjusted EBITDA as
defined the Series C Deed of Trust
|
22,495
|
Information for the Company's Series D Debenture
Holders
The Deed of Trust governing the Company's Series D Debentures
includes an undertaking by the Company to maintain certain
financial covenants, whereby a breach of such financial covenants
for the periods set forth in the Series D Deed of Trust is a cause
for immediate repayment. As of December 31,
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 €129.2 million, (ii) the
ratio of the Company's Net Financial Debt (as set forth above) to
the Company's CAP, Net (defined as the Company's consolidated
shareholders' equity plus the Net Financial Debt) was 34.5%, and
(iii) the ratio of the Company's Net Financial Debt to the
Company's Adjusted EBITDA[8] was 2.8.
The following is a reconciliation between the Company's loss and
the Adjusted EBITDA (as defined in the Series D Deed of Trust) for
the four-quarter period ended December
31, 2021:
|
For the four
quarter period
ended December 31, 2021
|
|
Unaudited
|
|
€ in
thousands
|
Loss for the
period
|
(20,264)
|
Financing expenses,
net
|
26,884
|
Tax
benefit
|
(2,489)
|
Depreciation
|
15,076
|
Adjustment to
revenues of the Talmei Yosef PV Plant due to calculation based on
the fixed asset model
|
3,239
|
Share-based
payments
|
49
|
Talasol revenues
derived during the period before the achievement of PAC
|
1,962
|
Adjusted EBITDA as
defined the Series D Deed of Trust
|
24,457
|
[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).
[4] Short-term and long-term debt from banks and other interest
bearing financial obligations amount provided above, includes an
amount of approximately €0.4 million costs associated with such
debt, which was capitalized and therefore offset from the debt
amount that is recorded in the Company's balance sheet.
[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).
[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."
[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."
View original
content:https://www.prnewswire.com/news-releases/ellomay-capital-reports-results-for-the-fourth-quarter-and-full-year-of-2021-301515210.html
SOURCE Ellomay Capital Ltd.