Ellomay Capital Reports Results for the Fourth Quarter and Full Year of 2021

    Author microcapwatchPosted on Categories EnergyTags , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , ,

    <br /> Ellomay Capital Reports Results for the Fourth Quarter and Full Year of 2021<br />

    PR Newswire


    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

    ,

    20

    2

    1

    .


    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

      , 202

      1

      , compared to approximately €9.6 million for the year ended

      December 31

      , 20

      20

      . 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

      , 202

      1

      , compared to approximately €5 million for the year ended

      December 31

      , 20

      20

      . 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:

    [email protected]


    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

    , 20

    21

    :

    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, 202



    1



    (Audited):



    Balance as at January 1, 202



    1



    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, 202



    1



    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, 202



    1



    (Unaudited):



    Balance as at September 30, 202



    1



    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, 202



    1



    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, 20



    20





    (Audited):



    Balance as at



    January 1, 20



    20


    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, 20



    20


    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, 20



    20


    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, 20



    20


    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.”

    Cision
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    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.

    PR Newswire
    March 31, 2022 – 1:05 PM PDT