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]
|
|
|||
|
|
|||
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|||
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
Convenience translation into US$ (exchange rate as at
December 31
, 20
21
:
euro 1
= US$
1.132
)
** Reclassified
|
|
||||||
|
|
||||||
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* Convenience translation into US$ (exchange rate as at
December 31, 2021
:
euro 1
=
US$ 1.132
)
|
|
||||||||||
|
|
||||||||||
|
|
|
|
||||||||
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|||
|
|
||||||||||
|
|
||||||||||
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
||||||||||
|
|
|
|
||||||||
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|||
|
|
||||||||||
|
|
||||||||||
|
|
||||||||||
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
||||||||||
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
||||||||||
|
|
|
|
||||||||
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|||
|
|
||||||||||
|
|
||||||||||
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
||||||
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|||||
|
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* Convenience translation into US$ (exchange rate as at
December 31, 2021
:
euro 1
=
US$ 1.132
)
|
|
|||||||||||
|
|
|||||||||||
|
|
|
||||||||||
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|||||||||||
|
|
|
||||||||||
|
|
|||||||||||
|
|
|
||||||||||
|
|
|
||||||||||
|
|
|
||||||||||
|
|
|||||||||||
|
|
|
||||||||||
|
|
|
||||||||||
|
|
|||||||||||
|
|
|
||||||||||
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
||||||
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* Convenience translation into US$ (exchange rate as at
December 31, 2021
:
euro 1
=
US$ 1.132
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
[1] Ellomay Solar S.L, the developer of a 28 MW solar project near the Talasol PV Plant.
[2]
The Talmei Yosef PV Plant located in
Israel
is presented under the fixed asset model and not under the financial asset model as per IFRIC 12.
[3]
Not including an amount of approximately €1 million of proceeds from the sale of electricity prior to
January 27, 2021
(the date in which the Talasol PV Plant achieved PAC).
[4]
Short-term and long-term debt from banks and other interest bearing financial obligations amount provided above, includes an amount of approximately €0.4 million costs associated with such debt, which was capitalized and therefore offset from the debt amount that is recorded in the Company’s balance sheet.
[5]
Debentures amount provided above includes an amount of approximately €2.4 million associated costs, which was capitalized and therefore offset from the debentures amount that is recorded in the Company’s balance sheet.
[6]
The project finance amount deducted from the calculation of Net Financial Debt includes project finance obtained from various sources, including financing entities and the minority shareholders in project companies held by the Company (provided in the form of shareholders’ loans to the project companies).
[7]
The term “Adjusted EBITDA” is defined in the Series C Deed of Trust as earnings before financial expenses, net, taxes, depreciation and amortization, where the revenues from the Company’s operations, such as the Talmei Yosef PV Plant, are calculated based on the fixed asset model and not based on the financial asset model (IFRIC 12), and before share-based payments. The Series C Deed of Trust provides that for purposes of the financial covenant, the Adjusted EBITDA will be calculated based on the four preceding quarters, in the aggregate. The Adjusted EBITDA is presented in this press release as part of the Company’s undertakings towards the holders of its Series C Debentures. For a general discussion of the use of non-IFRS measures, such as EBITDA and Adjusted EBITDA see above under “Use of NON-IFRS Financial Measures.”
[8]
The term “Adjusted EBITDA” is defined in the Series D Deed of Trust as earnings before financial expenses, net, taxes, depreciation and amortization, where the revenues from the Company’s operations, such as the Talmei Yosef PV Plant, are calculated based on the fixed asset model and not based on the financial asset model (IFRIC 12), and before share-based payments, when the data of assets or projects whose Commercial Operation Date (as such term is defined in the Series D Deed of Trust) occurred in the four quarters that preceded the relevant date will be calculated based on Annual Gross Up (as such term is defined in the Series D Deed of Trust). The Series D Deed of Trust provides that for purposes of the financial covenant, the Adjusted EBITDA will be calculated based on the four preceding quarters, in the aggregate. The Adjusted EBITDA is presented in this press release as part of the Company’s undertakings towards the holders of its Series D Debentures. For a general discussion of the use of non-IFRS measures, such as EBITDA and Adjusted EBITDA see above under “Use of NON-IFRS Financial Measures.”
View original content:
https://www.prnewswire.com/news-releases/ellomay-capital-reports-results-for-the-fourth-quarter-and-full-year-of-2021-301515210.html
SOURCE Ellomay Capital Ltd.
