Technology
Ellomay Capital Reports Results for the Three and Nine Months Ended September 30, 2021

Ellomay Capital Reports Results for the Three and Nine Months Ended September 30, 2021


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

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.



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