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Financial Highlights
¢ Total assets as of
¢ Revenues1 for the three months ended
¢ Loss for the three months ended
¢ EBITDA loss for the three months ended
¢ On
Financial Overview for the Year Ended
¢ Revenues were approximately €48.8 million for the year ended
¢ Operating expenses were approximately €22.9 million for the year ended
¢ Project development costs were approximately €4.5 million for the year ended
¢ General and administrative expenses were approximately €5.3 million for the year ended
¢ The Company’s share of profits of equity accounted investee, after elimination of intercompany transactions, was approximately €4.3 million for the year ended
¢ Financing expenses, net, were approximately €3.6 million for the year ended
¢ Tax benefit was approximately €1.4 million in the year ended
¢ Loss from discontinued operations (net of tax) was approximately €1.8 million in the year ended
On
In connection with the expected sale of the Talmei Yosef PV Plant, the Company presents the results of the Talmei Yosef PV Plant as discontinued operations and the results for the year and for the three months ended
The Agreement includes customary representations and indemnification undertakings in connection with breaches of representations, which, other than with respect to customary exceptions, are subject to a cap of
¢ Net profit was approximately €0.6 million in the year ended
¢ Total other comprehensive income was approximately €41.3 million for the year ended
The Talasol PPA experienced a high volatility due to the substantial change in electricity prices in
¢ Total comprehensive income was approximately €41.9 million in the year ended
¢ EBITDA was approximately €18.8 million for the year ended
¢ Net cash from operating activities was approximately €9.7 million for the year ended
CEO Review Fourth Quarter and Full Year 2023
2023 was characterized by a decline in the electricity prices in
The Dorad power station presented an increase in revenues and net income during 2023, and the net income of Dorad for 2023 was approximately €53 million.
The development and construction activities of solar projects in the
In
At the end of 2023 an agreement for the sale of the Talmei Yosef PV project was executed, the cutoff date for the transaction was set at
The Company’s operations concentrate on three main fields:
- Construction of New Projects: solar projects in the
USA , solar projects inItaly , and a pumped hydro storage project in the Manara Cliff inIsrael . - Initiating and Developing of New Projects: solar projects in
Italy , Spain, USA andIsrael . - Management, Operation and Improvement of Generating Projects: in
Israel (solar),Spain (solar) andthe Netherlands (bio-gas).
Activity in
During 2023, the Talasol solar project (300 MW, Company’s share is 51%) produced revenues from the sale of electricity and green certificates of approximately €25 million, slightly below the expected revenues due to a maintenance event in the main distribution line that caused a loss of revenues of approximately €1 million. As a result of the event a system was installed that significantly limits the possibility that such an event will recur in the future. Talasol is a party to a financial hedge of its electricity capture price (PPA). Approximately 80% of its production (75% based on P-50) are sold under this agreement for a fixed price. The remaining electricity produced by Talasol is sold directly to the grid, at spot prices.
During 2023, the Ellomay Solar project (28 MW) produced revenues from the sale of electricity and green certificates of approximately €4 million.
Activity in
The Company has approximately 505 solar MW projects under advanced development stages, of which licenses have been obtained for approximately 203 MW. Projects with an aggregate capacity of approximately 20 MW have finished construction, of which 5 MW was connected during the first quarter of 2024 and an additional 15 MW will be connected within a few weeks. The construction works of ELLO 10 (18 MW) commenced and the completion of the construction is expected in the third quarter of 2024.
Activity in
The Manara Pumped Storage Project (Company’s share is 83.34%): The Manara Cliff pumped storage project, with a capacity of 156 MW, is in advanced construction stages. The Iron Swords War, which commenced on
Development of Solar licenses combined with storage:
1. The Komemiyut Project: intended for 21 solar MW and 50 MW / hour batteries. The sale of electricity will be conducted through a private supplier. Commencement of construction is planned for the third quarter of 2024.
2. The Qelahim Project: intended for 21 solar MW and 50 MW / hour batteries. The sale of electricity will be conducted through a private supplier. Commencement of construction is planned for the fourth quarter of 2024.
With respect to projects 1 and 2, the Company waived the rights it won in the tender process no. 1 for battery storage and elected to transition to the regulation that enables direct sale to end customers.
3. The Talmei Yosef Project: intended for 10 solar MW and 22 MW / hour batteries. The request for zoning approval was approved in the fourth quarter of 2023.
4. The Talmei Yosef Storage Project in Batteries: there is a zoning approval for approximately 400 MW / hour. The project is designed for the regulation of high voltage storage.
5. The Company also has approximately 46 solar MW under preliminary planning stages.
In
Activity in
In connection with the military conflict in
The Company estimates that with the increasing importance of the biogas field, this field entered into a new era. In
Activity in
During the first quarter of 2024, the construction of the initial two projects, with an aggregate installed capacity of approximately 27.5 MW DC commenced, expected completion date is in
Use of Non-IFRS Financial Measures
EBITDA is a non-IFRS measure and is defined as earnings before financial expenses, net, taxes, depreciation and amortization. The Company presents this measure in order to enhance the understanding of the Company’s operating performance and to enable comparability between periods. While the Company considers EBITDA to be an important measure of comparative operating performance, EBITDA 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. EBITDA does not take into account the Company’s commitments, including capital expenditures and restricted cash and, accordingly, is not necessarily indicative of amounts that may be available for discretionary uses. Not all companies calculate EBITDA in the same manner, and the measure as presented may not be comparable to similarly-titled measure presented by other companies. The Company’s EBITDA 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 this measure internally as performance measure and believes that when this measure is combined with IFRS measure it add useful information concerning the Company’s operating performance. A reconciliation between results on an IFRS and non-IFRS basis is provided on page 19 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
To date, Ellomay has evaluated numerous opportunities and invested significant funds in the renewable, clean energy and natural resources industries in
¢ Approximately 35.9 MW of photovoltaic power plants in
¢ 9.375% indirect interest in Dorad Energy Ltd., which owns and operates one of
¢ 51% of Talasol, which owns a photovoltaic plant with a peak capacity of 300MW in the municipality of Talaván,
¢ 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
¢ 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,
¢ Ellomay Solar Italy One SRL and Ellomay Solar Italy Two SRL that are constructing photovoltaic plants with installed capacity of 14.8 MW and 4.95 MW, respectively, in the
¢ Ellomay Solar Italy Four SRL, Ellomay Solar Italy Five SRL, Ellomay Solar Italy Seven SRL, Ellomay Solar Italy Nine SRL and Ellomay Solar Italy Ten SRL that are developing photovoltaic projects with installed capacity of 15.06 MW, 87.2 MW, 54.77 MW, 8 MW and 18 MW, respectively, in
¢ Fairfield Solar Project, LLC, Malakoff Solar I, LLC, Malakoff Solar II, LLC, Mexia Solar I, LLC, Mexia Solar II, LLC, and Talco Solar, LLC, that are developing photovoltaic projects with installed capacity of 13.44 MW, 6.96 MW, 6.96 MW, 5.2 MW, 5.2 MW and 9.7 MW respectively, in the
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 “will,” “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 changes in electricity prices and demand, regulatory changes, the impact of the war and hostilities in
Contact:
Kalia Rubenbach (Weintraub)
CFO
Tel: +972 (3) 797-1111
Email: kaliaw@ellomay.com
Ellomay Capital Ltd. and Its Subsidiaries |
|||
Condensed Consolidated Statements of Financial Position |
|||
|
|||
2023 |
2022 |
2023 |
|
Unaudited |
Audited |
Unaudited |
|
€ in thousands |
Convenience Translation |
||
Assets |
|||
Current assets: |
|||
Cash and cash equivalents |
51,127 |
46,458 |
56,548 |
Marketable securities |
– |
2,836 |
– |
Short term deposits |
997 |
– |
1,103 |
Restricted cash |
810 |
900 |
896 |
Receivable from concession project |
– |
1,799 |
– |
Intangible asset from green certificates |
553 |
585 |
612 |
Trade and other receivables |
11,992 |
12,097 |
13,264 |
Assets of disposal groups classified as held for sale |
28,297 |
– |
31,298 |
93,776 |
64,675 |
103,721 |
|
Non-current assets |
|||
Investment in equity accounted investee |
31,772 |
30,029 |
35,141 |
Advances on account of investments |
898 |
2,328 |
993 |
Receivable from concession project |
– |
24,795 |
– |
Fixed assets |
407,982 |
365,756 |
451,244 |
Right-of-use asset |
30,967 |
30,020 |
34,251 |
Intangible asset |
– |
4,094 |
– |
Restricted cash and deposits |
17,386 |
20,192 |
19,230 |
Deferred tax |
8,677 |
23,510 |
9,597 |
Long term receivables |
10,446 |
9,270 |
11,554 |
Derivatives |
10,948 |
1,488 |
12,109 |
519,076 |
511,482 |
574,119 |
|
Total assets |
612,852 |
576,157 |
677,840 |
Liabilities and Equity |
|||
Current liabilities |
|||
Current maturities of long-term bank loans |
9,784 |
12,815 |
10,821 |
Current maturities of long-term loans |
5,000 |
10,000 |
5,530 |
Current maturities of debentures |
35,200 |
18,714 |
38,933 |
Trade payables |
5,249 |
4,504 |
5,808 |
Other payables |
10,859 |
11,207 |
12,010 |
Current maturities of derivatives |
4,643 |
33,183 |
5,135 |
Current maturities of lease liabilities |
700 |
745 |
774 |
Liabilities of disposal groups classified as held for sale |
17,142 |
– |
18,960 |
88,577 |
91,168 |
97,971 |
|
Non-current liabilities |
|||
Long-term lease liabilities |
23,680 |
22,005 |
26,191 |
Long-term loans |
237,781 |
229,466 |
262,995 |
Other long-term bank loans |
29,373 |
21,582 |
32,488 |
Debentures |
104,887 |
91,714 |
116,009 |
Deferred tax |
2,516 |
6,770 |
2,783 |
Other long-term liabilities |
939 |
2,021 |
1,039 |
Derivatives |
– |
28,354 |
– |
399,176 |
401,912 |
441,505 |
|
Total liabilities |
487,753 |
493,080 |
539,476 |
Equity |
|||
Share capital |
25,613 |
25,613 |
28,329 |
Share premium |
86,159 |
86,038 |
95,295 |
Treasury shares |
(1,736) |
(1,736) |
(1,920) |
Transaction reserve with non-controlling Interests |
5,697 |
5,697 |
6,301 |
Reserves |
4,299 |
(12,632) |
4,755 |
Accumulated deficit |
(5,037) |
(7,256) |
(5,571) |
Total equity attributed to shareholders of the Company |
114,995 |
95,724 |
127,189 |
Non-Controlling Interest |
10,104 |
(12,647) |
11,175 |
Total equity |
125,099 |
83,077 |
138,364 |
Total liabilities and equity |
612,852 |
576,157 |
677,840 |
Convenience translation into US$ (exchange rate as at |
Ellomay Capital Ltd. and its Subsidiaries |
||||||
Condensed Consolidated Interim Statements of Profit or Loss and Other Comprehensive Income (Loss) |
||||||
For the three months |
For the year ended |
For the three months |
For the year |
|||
2023 |
2022 |
2023 |
2022 |
2023 |
2023 |
|
Unaudited |
Unaudited |
Audited |
Unaudited |
|||
€ in thousands (except per share data) |
Convenience Translation into US$ |
|||||
Revenues |
8,424 |
8,398 |
48,834 |
52,241 |
9,317 |
54,012 |
Operating expenses |
(5,460) |
(5,568) |
(22,861) |
(23,671) |
(6,039) |
(25,285) |
Depreciation and amortization expenses |
(4,265) |
(4,115) |
(16,012) |
(15,580) |
(4,717) |
(17,710) |
Gross profit (loss) |
(1,301) |
(1,285) |
9,961 |
12,990 |
(1,439) |
11,017 |
Project development costs |
(2,025) |
(1,104) |
(4,465) |
(3,784) |
(2,240) |
(4,938) |
General and administrative expenses |
(1,202) |
(916) |
(5,283) |
(5,855) |
(1,329) |
(5,843) |
Share of profits of equity accounted investee |
(279) |
650 |
4,320 |
1,206 |
(309) |
4,778 |
Operating profit (loss) |
(4,807) |
(2,655) |
4,533 |
4,557 |
(5,317) |
5,014 |
Financing income |
345 |
8,295 |
8,747 |
6,443 |
382 |
9,675 |
Financing income (expenses) in connection with derivatives and warrants, net |
336 |
(410) |
251 |
605 |
372 |
278 |
Financing expenses in connection with projects finance |
(1,465) |
(1,579) |
(6,077) |
(6,008) |
(1,620) |
(6,721) |
Financing expenses in connection with debentures |
(1,008) |
(799) |
(3,876) |
(2,130) |
(1,115) |
(4,287) |
Interest expenses on minority shareholder loan |
(541) |
(306) |
(2,014) |
(1,529) |
(598) |
(2,228) |
Other financing expenses |
(1,499) |
(203) |
(588) |
(857) |
(1,658) |
(650) |
Financing income (expenses), net |
(3,832) |
4,998 |
(3,557) |
(3,476) |
(4,237) |
(3,933) |
Profit (loss) before taxes on income |
(8,639) |
2,343 |
976 |
1,081 |
(9,554) |
1,081 |
Tax benefit (taxes on income) |
799 |
(95) |
1,436 |
(1,652) |
884 |
1,588 |
Profit (loss) from continuing operations |
(7,840) |
2,248 |
2,412 |
(571) |
(8,670) |
2,669 |
Profit (loss) from discontinued operations (net of tax) |
(1,975) |
228 |
(1,787) |
711 |
(2,184) |
(1,976) |
Profit (loss) for the period |
(9,815) |
2,476 |
625 |
140 |
(10,854) |
693 |
Profit (loss) attributable to: |
||||||
Owners of the Company |
(8,490) |
3,429 |
2,219 |
(357) |
(9,390) |
2,456 |
Non-controlling interests |
(1,325) |
(953) |
(1,594) |
497 |
(1,464) |
(1,763) |
Profit (loss) for the period |
(9,815) |
2,476 |
625 |
140 |
(10,854) |
693 |
Convenience translation into US$ (exchange rate as at |
||||||
The results of the Talmei Yosef PV Plant have been reclassified as discontinued operations and the results for these periods have been adjusted accordingly. |
Ellomay Capital Ltd. and its Subsidiaries |
||||||
Condensed Consolidated Interim Statements of Profit or Loss and Other Comprehensive Income (Loss) (con’t) |
||||||
For the three months |
For the year ended |
For the three months |
For the year ended |
|||
2023 |
2022 |
2023 |
2022 |
2023 |
2023 |
|
Unaudited |
Unaudited |
Audited |
Unaudited |
|||
€ in thousands (except per share data) |
Convenience Translation |
|||||
Other comprehensive income (loss) items |
||||||
That after initial recognition in comprehensive income |
||||||
Foreign currency translation differences for foreign operations |
1,234 |
(9,035) |
(7,949) |
(7,829) |
1,365 |
(8,792) |
Effective portion of change in fair value of cash flow hedges |
9,409 |
38,656 |
59,558 |
8,976 |
10,407 |
65,873 |
Net change in fair value of cash flow hedges transferred to profit or loss |
(944) |
(3,118) |
(10,333) |
(36,438) |
(1,044) |
(11,429) |
Total other comprehensive income (loss) |
9,699 |
26,503 |
41,276 |
(35,291) |
10,728 |
45,652 |
Total other comprehensive income (loss) attributable to: |
||||||
Owners of the Company |
5,172 |
9,582 |
16,931 |
(19,920) |
5,721 |
18,726 |
Non-controlling interests |
4,527 |
16,921 |
24,345 |
(15,371) |
5,007 |
26,926 |
Total other comprehensive income (loss) |
9,699 |
26,503 |
41,276 |
(35,291) |
10,728 |
45,652 |
Total comprehensive income (loss) for the period |
(116) |
28,979 |
41,901 |
(35,151) |
(126) |
46,345 |
Total comprehensive income (loss) for the period attributable to: |
||||||
Owners of the Company |
(3,318) |
13,011 |
19,150 |
(20,277) |
(3,669) |
21,182 |
Non-controlling interests |
3,202 |
15,968 |
22,751 |
(14,874) |
3,543 |
25,163 |
Total comprehensive income (loss) for the period |
(116) |
28,979 |
41,901 |
(35,151) |
(126) |
46,345 |
Basic profit (loss) per share |
(0.66) |
0.27 |
0.17 |
(0.03) |
(0.73) |
0.19 |
Diluted profit (loss) per share |
(0.66) |
0.27 |
0.17 |
(0.03) |
(0.73) |
0.19 |
Basic profit (loss) per share continuing operations |
(0.51) |
0.25 |
0.31 |
(0.08) |
(0.56) |
0.34 |
Diluted profit (loss) per share continuing operations |
(0.51) |
0.25 |
0.31 |
(0.08) |
(0.56) |
0.34 |
Basic profit (loss) per share discontinued operations |
(0.15) |
0.02 |
(0.14) |
0.06 |
(0.17) |
(0.15) |
Diluted profit (loss) per share discontinued operations |
(0.15) |
0.02 |
(0.14) |
0.06 |
(0.17) |
(0.15) |
Convenience translation into US$ (exchange rate as at |
||||||
The results of the Talmei Yosef PV Plant have been reclassified as discontinued operations and the results for these periods have been adjusted accordingly. |
Ellomay Capital Ltd. and its Subsidiaries |
||||||||||
Condensed Consolidated Interim 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 |
||||||||||
|
||||||||||
Balance as at |
25,613 |
86,038 |
(7,256) |
(1,736) |
7,970 |
(20,602) |
5,697 |
95,724 |
(12,647) |
83,077 |
Profit (loss) for the year |
– |
– |
2,219 |
– |
– |
– |
– |
2,219 |
(1,594) |
625 |
Other comprehensive loss for the year |
– |
– |
– |
– |
(7,585) |
– |
– |
(7,585) |
(364) |
(7,949) |
Total comprehensive loss for the year |
– |
– |
2,219 |
– |
(7,585) |
– |
– |
(5,366) |
(1,958) |
(7,324) |
Net change in fair value of cash flow hedges |
– |
– |
– |
– |
– |
24,516 |
– |
24,516 |
24,709 |
49,225 |
Transactions with owners of the Company, |
||||||||||
Share-based payments |
– |
121 |
– |
– |
– |
– |
– |
121 |
– |
121 |
Balance as at |
25,613 |
86,159 |
(5,037) |
(1,736) |
385 |
3,914 |
5,697 |
114,995 |
10,104 |
125,099 |
For the three months |
||||||||||
ended |
||||||||||
Balance as at |
25,613 |
86,131 |
3,453 |
(1,736) |
(801) |
(72) |
5,697 |
118,285 |
6,902 |
125,187 |
Profit (loss) for the period |
– |
– |
(8,490) |
– |
– |
– |
– |
(8,490) |
(1,325) |
(9,815) |
Other comprehensive income (loss) for the period |
– |
– |
– |
– |
1,186 |
– |
– |
1,186 |
48 |
1,234 |
Total comprehensive income (loss) for the period |
– |
– |
(8,490) |
– |
1,186 |
– |
– |
(7,304) |
(1,277) |
(8,581) |
Net change in fair value of cash flow hedges |
– |
– |
– |
– |
– |
3,986 |
– |
3,986 |
4,479 |
8,465 |
Transactions with owners of the Company, |
||||||||||
Share-based payments |
– |
28 |
– |
– |
– |
– |
– |
28 |
– |
28 |
Balance as at |
25,613 |
86,159 |
(5,037) |
(1,736) |
385 |
3,914 |
5,697 |
114,995 |
10,104 |
125,099 |
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 |
Treasury shares |
Translation reserve from foreign operations |
Hedging Reserve |
Interests Transaction reserve with non-controlling Interests |
Total |
|||
€ in thousands |
||||||||||
For the year ended |
||||||||||
|
||||||||||
Balance as at |
25,605 |
85,883 |
(6,899) |
(1,736) |
15,365 |
(8,077) |
5,697 |
115,838 |
(1,731) |
114,107 |
Profit (loss) for the year |
– |
– |
(357) |
– |
– |
– |
– |
(357) |
497 |
140 |
Other comprehensive loss for the year |
– |
– |
– |
– |
(7,395) |
– |
– |
(7,395) |
(434) |
(7,829) |
Total comprehensive loss for the year |
– |
– |
(357) |
– |
(7,395) |
– |
– |
(7,752) |
63 |
(7,689) |
Net change in fair value of cash flow hedges |
– |
– |
– |
– |
– |
(12,525) |
– |
(12,525) |
(14,937) |
(27,462) |
Transactions with owners of the Company, |
||||||||||
Issuance of Capital note to non-controlling interest |
– |
– |
– |
– |
– |
– |
– |
– |
3,958 |
3,958 |
Options exercise |
8 |
28 |
– |
– |
– |
– |
– |
36 |
– |
36 |
Share-based payments |
– |
127 |
– |
– |
– |
– |
– |
127 |
– |
127 |
Balance as at |
25,613 |
86,038 |
(7,256) |
(1,736) |
7,970 |
(20,602) |
5,697 |
95,724 |
(12,647) |
83,077 |
For the three months |
||||||||||
ended |
||||||||||
Balance as at |
25,605 |
85,973 |
(10,685) |
(1,736) |
16,517 |
(38,731) |
5,697 |
82,640 |
(28,615) |
54,025 |
Profit (loss) for the period |
– |
– |
3,429 |
– |
– |
– |
– |
3,429 |
(953) |
2,476 |
Other comprehensive income (loss) for the period |
– |
– |
– |
– |
(8,547) |
– |
– |
(8,547) |
(488) |
(9,035) |
Total comprehensive income (loss) for the period |
– |
– |
3,429 |
– |
(8,547) |
– |
(5,118) |
(1,441) |
(6,559) |
|
Net change in fair value of cash flow hedges |
– |
– |
– |
– |
– |
18,129 |
– |
18,129 |
17,409 |
35,538 |
Transactions with owners of the Company, |
||||||||||
Options exercise |
8 |
28 |
– |
– |
– |
– |
– |
36 |
– |
36 |
Share-based payments |
– |
37 |
– |
– |
– |
– |
– |
37 |
– |
37 |
Balance as at |
25,613 |
86,038 |
(7,256) |
(1,736) |
7,970 |
(20,602) |
5,697 |
95,724 |
(12,647) |
83,077 |
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 |
||||||||||
For the year ended |
||||||||||
|
||||||||||
Balance as at |
28,329 |
95,161 |
(8,027) |
(1,920) |
8,816 |
(22,787) |
6,301 |
105,873 |
(13,988) |
91,885 |
Profit (loss) for the year |
– |
– |
2,456 |
– |
– |
– |
– |
2,456 |
(1,763) |
693 |
Other comprehensive loss for the year |
– |
– |
– |
– |
(8,389) |
– |
– |
(8,389) |
(403) |
(8,792) |
Total comprehensive loss for the year |
– |
– |
2,456 |
– |
(8,389) |
– |
– |
(5,933) |
(2,166) |
(8,099) |
Net change in fair value of cash flow hedges |
– |
– |
– |
– |
– |
27,115 |
– |
27,115 |
27,329 |
54,444 |
Transactions with owners of the Company, |
||||||||||
Share-based payments |
– |
134 |
– |
– |
– |
– |
– |
134 |
– |
134 |
Balance as at |
28,329 |
95,295 |
(5,571) |
(1,920) |
427 |
4,328 |
6,301 |
127,189 |
11,175 |
138,364 |
For the three months |
||||||||||
ended |
||||||||||
Balance as at |
28,329 |
95,264 |
3,819 |
(1,920) |
(885) |
(81) |
6,301 |
130,827 |
7,632 |
138,459 |
Profit (loss) for the period |
– |
– |
(9,390) |
– |
– |
– |
– |
(9,390) |
(1,464) |
(10,854) |
Other comprehensive income (loss) for the period |
– |
– |
– |
– |
1,312 |
– |
– |
1,312 |
53 |
1,365 |
Total comprehensive income (loss) for the period |
– |
– |
(9,390) |
– |
1,312 |
– |
– |
(8,078) |
(1,411) |
(9,489) |
Net change in fair value of cash flow hedges |
– |
– |
– |
– |
– |
4,409 |
– |
4,409 |
4,954 |
9,363 |
Transactions with owners of the Company, |
||||||||||
Share-based payments |
– |
31 |
– |
– |
– |
– |
– |
31 |
– |
31 |
Balance as at |
28,329 |
95,295 |
(5,571) |
(1,920) |
427 |
4,328 |
6,301 |
127,189 |
11,175 |
138,364 |
Ellomay Capital Ltd. and its Subsidiaries |
||||||
Condensed Consolidated Interim Statements of Cash Flow |
||||||
For the three months ended |
For the year ended |
For the three months ended |
For the year ended |
|||
2023 |
2022 |
2023 |
2022 |
2023 |
2023 |
|
Unaudited |
Unaudited |
Audited |
Unaudited |
|||
€ in thousands |
Convenience Translation into US$ |
|||||
Cash flows from operating activities |
||||||
Profit (loss) for the period |
(9,815) |
2,476 |
625 |
140 |
(10,854) |
693 |
Adjustments for: |
||||||
Financing expenses (income), net |
3,632 |
(5,275) |
3,034 |
2,466 |
4,016 |
3,355 |
Impairment losses on assets of disposal |
2,565 |
– |
2,565 |
– |
2,837 |
2,837 |
Depreciation and amortization |
4,378 |
4,241 |
16,473 |
16,092 |
4,842 |
18,220 |
Share-based payment transactions |
28 |
37 |
121 |
127 |
31 |
134 |
Share of profit (loss) of equity accounted investees |
279 |
(650) |
(4,320) |
(1,206) |
309 |
(4,778) |
Payment of interest on loan from an equity accounted investee |
33 |
– |
1,501 |
– |
36 |
1,660 |
Change in trade receivables and other receivables |
133 |
441 |
1,148 |
724 |
147 |
1,270 |
Change in other assets |
69 |
(99) |
(681) |
(209) |
76 |
(753) |
Change in receivables from concessions project |
259 |
(48) |
1,778 |
(521) |
286 |
1,967 |
Change in trade payables |
(332) |
2,451 |
(45) |
1,697 |
(367) |
(50) |
Change in other payables |
(2,820) |
(591) |
(2,563) |
3,807 |
(3,119) |
(2,835) |
Income tax expense (tax benefit) |
(1,391) |
153 |
(1,852) |
2,103 |
(1,538) |
(2,048) |
Income taxes paid |
(473) |
(1,938) |
(912) |
(6,337) |
(523) |
(1,009) |
Interest received |
524 |
493 |
2,936 |
1,896 |
580 |
3,247 |
Interest paid |
(4,132) |
(4,275) |
(10,082) |
(9,459) |
(4,570) |
(11,151) |
2,752 |
(5,060) |
9,101 |
11,180 |
3,043 |
10,066 |
|
Net cash from (used in) operating activities |
(7,063) |
(2,584) |
9,726 |
11,320 |
(7,811) |
10,759 |
Cash flows from investing activities |
||||||
Acquisition of fixed assets |
(9,648) |
(9,543) |
(61,131) |
(48,610) |
(10,671) |
(67,613) |
Repayment of loan to an equity accounted investee |
1,221 |
– |
1,324 |
149 |
1,350 |
1,464 |
Loan to an equity accounted investee |
(60) |
(68) |
(128) |
(128) |
(66) |
(142) |
Advances on account of investments |
– |
(774) |
(421) |
(774) |
– |
(466) |
Proceeds from advances on account of investments |
297 |
– |
2,218 |
– |
328 |
2,453 |
Proceeds (investment) in marketable securities |
– |
(1,062) |
2,837 |
(1,062) |
– |
3,138 |
Investment in settlement of derivatives, net |
– |
– |
– |
(528) |
– |
– |
Proceed from (investment in) restricted cash, net |
(53) |
4,007 |
840 |
(4,873) |
(59) |
929 |
Proceeds from (investment in) short term deposit |
– |
– |
(1,092) |
27,645 |
– |
(1,208) |
Net cash used in investing activities |
(8,243) |
(7,440) |
(55,553) |
(28,181) |
(9,118) |
(61,445) |
Cash flows from financing activities |
||||||
Proceeds from options |
– |
36 |
– |
36 |
– |
– |
Cost associated with long term loans |
(690) |
– |
(1,877) |
(9,988) |
(763) |
(2,076) |
Payment of principal of lease liabilities |
(190) |
(155) |
(1,156) |
(5,703) |
(210) |
(1,279) |
Proceeds from long-term loans |
10,787 |
19,011 |
32,157 |
215,170 |
11,931 |
35,567 |
Repayment of long-term loans |
(5,746) |
(5,308) |
(12,736) |
(153,751) |
(6,355) |
(14,087) |
Repayment of debentures |
– |
– |
(17,763) |
(19,764) |
– |
(19,647) |
Repayment of SWAP instrument associated with long term loans |
– |
– |
– |
(3,290) |
– |
– |
Proceed from settlement of derivatives, net |
– |
– |
– |
3,800 |
– |
– |
Proceeds from issuance of debentures, net |
– |
– |
55,808 |
– |
– |
61,726 |
Net cash from financing activities |
4,161 |
13,584 |
54,433 |
26,510 |
4,603 |
60,204 |
Effect of exchange rate fluctuations on cash and cash equivalents |
601 |
(5,589) |
(3,509) |
(4,420) |
663 |
(3,881) |
Increase (decrease) in cash and cash equivalents |
(10,544) |
(2,029) |
5,097 |
5,229 |
(11,663) |
5,637 |
Cash and cash equivalents at the beginning of year |
62,099 |
48,487 |
46,458 |
41,229 |
68,684 |
51,384 |
Cash from disposal groups classified as held-for-sale |
(428) |
– |
(428) |
– |
(473) |
(473) |
Cash and cash equivalents at the end of the period |
51,127 |
46,458 |
51,127 |
46,458 |
56,548 |
56,548 |
Convenience translation into US$ (exchange rate as at |
Ellomay Capital Ltd. and its Subsidiaries |
||||||||||||
Operating Segments |
||||||||||||
PV |
Total |
|||||||||||
Ellomay |
Bio |
reportable |
Total |
|||||||||
|
|
Solar |
Talasol |
|
|
Gas |
Dorad |
Manara |
segments |
Reconciliations |
consolidated |
|
For the year ended |
||||||||||||
€ in thousands |
||||||||||||
Revenues |
– |
2,791 |
4,051 |
24,971 |
– |
– |
17,021 |
63,973 |
– |
112,807 |
(63,973) |
48,834 |
Operating expenses |
– |
(517) |
(1,825) |
(5,786) |
– |
– |
(14,733) |
(47,322) |
– |
(70,183) |
47,322 |
(22,861) |
Depreciation expenses |
(1) |
(912) |
(946) |
(11,459) |
– |
– |
(2,670) |
(5,689) |
– |
(21,677) |
5,665 |
(16,012) |
Gross profit (loss) |
(1) |
1,362 |
1,280 |
7,726 |
– |
– |
(382) |
10,962 |
– |
20,947 |
(10,986) |
9,961 |
Project development costs |
(4,465) |
|||||||||||
General and administrative expenses |
(5,283) |
|||||||||||
Share of loss of equity accounted investee |
4,320 |
|||||||||||
Operating profit |
4,533 |
|||||||||||
Financing income |
8,747 |
|||||||||||
Financing expenses in connection |
||||||||||||
with derivatives and warrants, net |
251 |
|||||||||||
Financing expenses in connection with projects finance |
(6,077) |
|||||||||||
Financing expenses in connection with debentures |
(3,876) |
|||||||||||
Interest expenses on minority shareholder loan |
(2,014) |
|||||||||||
Other financing expenses |
(588) |
|||||||||||
Financing expenses, net |
(3,557) |
|||||||||||
Loss before taxes on income |
976 |
|||||||||||
Segment assets as at |
40,054 |
12,807 |
18,666 |
231,142 |
6,267 |
28,297 |
31,164 |
97,339 |
169,783 |
635,519 |
(22,667) |
612,852 |
Ellomay Capital Ltd. and its Subsidiaries |
||||||
Reconciliation of Profit (Loss) to EBITDA (Loss) |
||||||
For the three months ended |
For the year ended |
For the three months |
For the year ended |
|||
2023 |
2022 |
2023 |
2022 |
2023 |
2023 |
|
€ in thousands |
Convenience Translation into US$ |
|||||
Net profit (loss) for the period |
(9,815) |
2,476 |
625 |
140 |
(10,854) |
2,669 |
Financing expenses, net |
3,832 |
(4,998) |
3,557 |
3,476 |
4,237 |
3,933 |
Taxes on income (tax benefit) |
(799) |
95 |
(1,436) |
1,652 |
(884) |
(1,588) |
Depreciation and amortization expenses |
4,265 |
4,115 |
16,012 |
15,580 |
4,717 |
17,710 |
EBITDA (loss) |
(2,517) |
1,688 |
18,758 |
20,848 |
(2,784) |
22,724 |
Convenience translation into US$ (exchange rate as at |
||||||
The results of the Talmei Yosef PV Plant have been reclassified as discontinued operations and the results for these periods have been adjusted accordingly. |
Ellomay Capital Ltd. and its Subsidiaries
Information for the Company’s Debenture Holder
Financial Covenants
Pursuant to the Deeds of Trust governing the Company’s Series C, Series D, Series E and Series F Debentures (together, the “Debentures“), the Company is required to maintain certain financial covenants. For more information, see Items 4.A and 5.B of the Company’s Annual Report on Form 20-F submitted to the Securities and Exchange Commission on
Net Financial Debt
As of
Information for the Company’s Series C Debenture Holders.
The Deed of Trust governing the Company’s Series C Debentures (as amended on
The following is a reconciliation between the Company’s profit and the Adjusted EBITDA (as defined in the Series C Deed of Trust) for the four-quarter period ended
For the four-quarter period ended |
|
Unaudited |
|
€ in thousands |
|
Profit for the period |
625 |
Financing expenses, net |
3,557 |
Tax benefit |
(1,436) |
Depreciation and amortization expenses |
16,012 |
Share-based payments |
121 |
Adjustment to revenues of the Talmei Yosef PV Plant |
2,463 |
Adjusted EBITDA as defined the Series C Deed of Trust |
21,342 |
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
The following is a reconciliation between the Company’s profit and the Adjusted EBITDA (as defined in the Series D Deed of Trust) for the four-quarter period ended
For the four-quarter period |
|
Unaudited |
|
€ in thousands |
|
Profit for the period |
625 |
Financing expenses, net |
3,557 |
Tax benefit |
(1,436) |
Depreciation and amortization expenses |
16,012 |
Share-based payments |
121 |
Adjustment to revenues of the Talmei Yosef PV Plant |
2,463 |
Adjusted EBITDA as defined the Series D Deed of Trust |
21,342 |
Information for the Company’s Series E Debenture Holders
The Deed of Trust governing the Company’s Series E 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 E Deed of Trust is a cause for immediate repayment. As of
The following is a reconciliation between the Company’s profit and the Adjusted EBITDA (as defined in the Series E Deed of Trust) for the four-quarter period ended
For the four-quarter period |
|
Unaudited |
|
€ in thousands |
|
Profit for the period |
625 |
Financing expenses, net |
3,557 |
Tax benefit |
(1,436) |
Depreciation and amortization expenses |
16,012 |
Share-based payments |
121 |
Adjustment to revenues of the Talmei Yosef PV Plant |
2,463 |
Adjusted EBITDA as defined the Series E Deed of Trust |
21,342 |
In connection with the undertaking included in Section 3.17.2 of Annex 6 of the Series E Deed of Trust, no circumstances occurred during the reporting period under which the rights to loans provided to Ellomay Luzon Energy Infrastructures Ltd. (formerly U. Dori Energy Infrastructures Ltd. (“Ellomay Luzon Energy“)), which were pledged to the holders of the Company’s Series E Debentures, will become subordinate to the amounts owed by Ellomay Luzon Energy to Israel Discount Bank Ltd.
As of
Information for the Company’s Series F Debenture Holders
The Deed of Trust governing the Company’s Series F 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 F Deed of Trust is a cause for immediate repayment. As of
The following is a reconciliation between the Company’s profit and the Adjusted EBITDA (as defined in the Series F Deed of Trust) for the four-quarter period ended
For the four-quarter period |
|
Unaudited |
|
€ in thousands |
|
Profit for the period |
625 |
Financing expenses, net |
3,557 |
Tax benefit |
(1,436) |
Depreciation and amortization expenses |
16,012 |
Share-based payments |
121 |
Adjustment to revenues of the Talmei Yosef PV Plant |
2,463 |
Adjusted EBITDA as defined the Series F Deed of Trust |
21,342 |
- The revenues presented in the Company’s financial results included in this press release are based on IFRS and do not take into account the adjustments included in the Company’s investor presentation.
- The amount of short-term and long-term debt from banks and other interest-bearing financial obligations provided above, includes an amount of approximately €4.7 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.
- The amount of the debentures provided above includes an amount of approximately €1.6 million associated costs, which was capitalized and therefore offset from the debentures amount that is recorded in the Company’s balance sheet. 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).
- 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.”
- 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.”
- The term “Adjusted EBITDA” is defined in the Series E 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 E 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 E Deed of Trust). The Series E 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 E 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.”
- The term “Adjusted EBITDA” is defined in the Series F 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 F 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 F Deed of Trust). The Series F 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 F 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.”
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