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

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

    <br /> Ellomay Capital Reports Results for the Three and Nine Months Ended September 30, 2021<br />

    With strong growth in operating results – Revenues up 380% (compared to corresponding period in 2020)

    PR Newswire


    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:

    [email protected]


    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



    H


    edging



    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

    Solar

    1



    Talasol




    Israel

    2



    Bio



    Gas




    Dorad



    Manara



    PSP



    reportable



    segments




    Reconciliations




    Consolidated



    For the nine

    months

    ended September 30, 2021





    Unaudited



    € in thousands



    Revenues



    –



    2,194



    –



    20,330

    3



    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 €243.3

    4

    million of short-term and long-term debt from banks and other interest bearing financial obligations, approximately €90.1

    5

    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 €243.3

    6

    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 EBITDA

    7

    , was 1.6.

    The following is a reconciliation between the Company’s loss and the Adjusted EBITDA (as defined in the Series C Deed of Trust) for the four-quarter period ended

    September 30, 2021

    :



    For the four quarter period

    ended September 30, 2021



    Unaudited




    €




    in thousands


    Loss for the period



    (6,907)


    Financing expenses, net



    11,782


    Taxes on income



    267


    Depreciation



    11,779


    Adjustment to revenues of the Talmei Yosef PV Plant due to

    calculation based on the fixed asset model



    3,112


    Share-based payments



    47


    Adjusted EBITDA as defined the Series C Deed of Trust



    20,080


    7

    The term “Adjusted EBITDA” is defined in the Series C Deed of Trust as earnings before financial expenses, net, taxes, depreciation and amortization, where the revenues from the Company’s operations, such as the Talmei Yosef PV Plant, are calculated based on the fixed asset model and not based on the financial asset model (IFRIC 12), and before share-based payments. The Series C Deed of Trust provides that for purposes of the financial covenant, the Adjusted EBITDA will be calculated based on the four preceding quarters, in the aggregate. The Adjusted EBITDA is presented in this press release as part of the Company’s undertakings towards the holders of its Series C Debentures. For a general discussion of the use of non-IFRS measures, such as EBITDA and Adjusted EBITDA see above under “Use of NON-IFRS Financial Measures.”


    Information for the Company’s Series D Debenture Holders

    The Deed of Trust governing the Company’s Series D Debentures includes an undertaking by the Company to maintain certain financial covenants, whereby a breach of such financial covenants for the periods set forth in the Series D Deed of Trust is a cause for immediate repayment. As of

    September 30, 2021

    , the Company was in compliance with the financial covenants set forth in the Series D Deed of Trust as follows: (i) the Company’s Adjusted Shareholders’ Equity (as defined in the Series D Deed of Trust) was approximately €134 million, (ii) the ratio of the Company’s Net Financial Debt (as set forth above) to the Company’s CAP, Net (defined as the Company’s consolidated shareholders’ equity plus the Net Financial Debt) was 19.3%, and (iii) the ratio of the Company’s Net Financial Debt to the Company’s Adjusted EBITDA

    8

    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 quarters

    9



    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

    .

    Cision
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    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.

    PR Newswire
    December 25, 2021 – 10:30 PM PST