Le Lézard
Classified in: Oil industry, Environment, Business, Covid-19 virus
Subject: ERN

Ellomay Capital Reports Results for the Three Months Ended March 31, 2022


TEL AVIV, Israel, June 29, 2022 /PRNewswire/ -- Ellomay Capital Ltd. (NYSE American: ELLO) (TASE: ELLO) ("Ellomay" or the "Company"), a renewable energy and power generator and developer of renewable energy and power projects in Europe and Israel, today reported unaudited financial results for the three month period ended March 31, 2022.

Financial Highlights

CEO Review ? First Quarter of 2022

The first quarter of 2022 represents an increase in revenues of approximately 60% compared to the first quarter of 2021.

As a result of the war in Ukraine and the gas shortage, the electricity prices in Europe increased threefold compared to last year. The increase in electricity prices had a positive impact on the Company's revenues and is the main reason for the increase in revenues.

Talasol currently sells approximately 75% of the electricity produced by its PV facility under a long-term electricity purchase agreement (the "PPA" or the "Derivative"), therefore the increase in revenues is based mainly on the electricity that is not sold under the PPA.

As a result of the increase in electricity prices in Europe (which generally benefited the Company) the fair value of the Derivative decreased by approximately ?60 million as of March 31, 2022.

As the Derivative is a non-speculative hedge, the change in its fair value does not impact the Company's cash flows or net profit, and the entire decrease in fair value is recorded through a hedging reserve. The impact of the change is a decrease in the Company's consolidated equity. Upon expiration of the Derivative (in approximately 8.5 years), the value of the Derivative is recorded as zero.

During the first quarter of 2022, Talasol refinanced its loans. The new financing is based on the Derivative and was therefore provided on very convenient terms: a fixed average annual interest of approximately 3% in euro, a term of approximately 23 years, and a leverage of approximately 75% of the cost of construction of the project.

This financing significantly improved the cash flow to the shareholders of Talasol, including the Company (which indirectly owns 51% of Talasol), and increased the return to Talasol's shareholders to approximately 14%, without taking into account the current electricity prices that are expected to further improve the return to Talasol's shareholders.

During the first quarter of 2022, the construction of the Ellomay Solar project in Spain (28 MW PV) was completed. This project was connected to the electricity grid during the second quarter of 2022. The electricity of this project is sold in market prices and the project was constructed without outside financing ("full equity"). The Company is planning to examine several proposals to finance this project.

The construction of the first project in Italy (20 MW PV) commenced during the second quarter of 2022. Out of the projects under development, to date building permits were issued for an additional 102 MW and these are undergoing contractors' tender processes. An additional approximately 430 MW are under advanced development stages.

The biogas operations in the Netherlands was impacted by the war in Ukraine causing shortages in certain raw materials and an increase in delivery prices. As of today the supply of raw materials has been renewed and the increase in prices is compensated by the increase in prices of the green certificates. The European Union and the Dutch government set a high manufacturing target for the biogas industry as part of the reduction of the dependency on Russia and a plan to support this industry is expected to be published shortly.

The construction of the pumped storage project in the Manara Cliff in Israel is advancing as planned. The main access tunnel reached more than 200 meter depth in the mountain and extensive excavation works are performed in the upper reservoir and in the low pressure tunnel in the area of the bottom reservoir.

The Company projects  that it will record revenues of approximately ?16 million in the second quarter of 2022.

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 12 of this press release.

About Ellomay Capital Ltd.

Ellomay is an Israeli based company whose shares are registered with the NYSE American and with the Tel Aviv Stock Exchange under the trading symbol "ELLO". Since 2009, Ellomay Capital focuses its business in the renewable energy and power sectors in Europe and Israel.

To date, Ellomay has evaluated numerous opportunities and invested significant funds in the renewable, clean energy and natural resources industries in Israel, Italy and Spain, including:

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 continued war between Russia and Ukraine, including its impact on electricity prices, availability of raw materials and disruptions in supply changes, 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, including extension of current or approval of new rules and regulations increasing the operating expenses of manufacturers of renewable energy in Spain, increases in interest rates, changes in the supply and prices of resources required for the operation of the Company's facilities (such as waste and natural gas) and in the price of oil, and technical and other disruptions in the operations or construction of the power plants owned by the Company. These and other risks and uncertainties associated with the Company's business are described in greater detail in the filings the Company makes from time to time with Securities and Exchange Commission, including its Annual Report on Form 20-F. The forward-looking statements are made as of this date and the Company does not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact:
Kalia Rubenbach (Weintraub)
CFO
Tel: +972 (3) 797-1111
Email: [email protected]

 

Ellomay Capital Ltd. and its Subsidiaries

Condensed Consolidated Interim Statements of Financial Position 


March 31,

December 31,

March 31,


2022

2021

2022


Unaudited

Audited

Unaudited


? in thousands

Convenience Translation into
US$ in thousands*

Assets




Current assets:




Cash and cash equivalents

90,981

41,229

100,938

Marketable securities

1,833

1,946

2,034

Short term deposits

28,380

28,410

31,486

Restricted cash

1,000

1,000

1,109

Receivable from concession project

1,776

1,784

1,970

Trade and other receivables

12,088

9,487

13,411


136,058

83,856

150,948

Non-current assets




Investment in equity accounted investee

34,255

34,029

38,004

Advances on account of investments

1,554

1,554

1,724

Receivable from concession project

26,959

26,909

29,910

Fixed assets

351,305

340,065

389,754

Right-of-use asset

23,027

23,367

25,547

Intangible asset

4,658

4,762

5,168

Restricted cash and deposits

14,521

15,630

16,110

Deferred tax

26,728

12,952

29,653

Long term receivables

8,755

5,388

9,713

Derivatives

2,679

2,635

2,972


494,441

467,291

548,555





Total assets

630,499

551,147

699,503





Liabilities and Equity




Current liabilities




Current maturities of long term bank loans

14,515

126,180

16,104

Current maturities of long term loans

16,401

16,401

18,196

Current maturities of debentures

19,785

19,806

21,950

Trade payables

3,080

2,904

3,416

Other payables

26,695

20,806

29,617

Current maturities of derivatives

34,030

14,783

37,754

Current maturities of lease liabilities

642

4,329

712


115,148

205,209

127,749

Non-current liabilities




Long-term lease liabilities

15,720

15,800

17,440

Long-term loans

222,627

39,093

246,993

Other long-term bank loans

38,355

37,221

42,553

Debentures

117,477

117,493

130,334

Deferred tax

6,244

8,836

6,927

Other long-term liabilities

3,793

3,905

4,208

Derivatives

41,915

10,107

46,502


446,131

232,455

494,957

Total liabilities

561,279

437,664

622,706

Equity




Share capital

25,605

25,605

28,407

Share premium

85,883

85,883

95,283

Treasury shares

(1,736)

(1,736)

(1,926)

Transaction reserve with non-controlling Interests

5,697

5,697

6,321

Reserves

(13,381)

7,288

(14,845)

Accumulated deficit

(10,151)

(7,217)

(11,262)

Total equity attributed to shareholders of the Company

91,917

115,520

101,978

Non-Controlling Interest

(22,697)

(2,037)

(25,181)

Total equity

69,220

113,483

76,797

Total liabilities and equity

630,499

551,147

699,503

* Convenience translation into US$ (exchange rate as at March 31, 2022: euro 1 = US$ 1.109) 

 

 

Ellomay Capital Ltd. and its Subsidiaries

Condensed Consolidated Interim Statements of Comprehensive Loss


For the three months
ended March 31,

For the year ended
December 31,

For the three months
ended March 31,


2022

2021

2021

2022


Unaudited

Audited

Unaudited


 

 

? in thousands

 

 

? in thousands

Convenience
Translation into US$
in thousands*

Revenues

11,761

7,200

44,783

13,048

Operating expenses

(5,971)

(3,217)

(17,524)

(6,625)

Depreciation and amortization

(4,014)

(3,051)

(15,076)

(4,453)

Gross profit

1,776

932

12,183

1,970






Project development costs

(711)

(505)

(2,508)

(789)

General and administrative expenses

(1,477)

(1,263)

(5,661)

(1,639)

Share of profits of equity accounted investee

231

617

117

256

Operating profit (loss)

(181)

(219)

4,131

(202)






Financing income

809

912

2,931

898

Financing income (expenses) in connection with derivatives and warrants, net

(34)

(124)

(841)

(38)

Financing expenses in connection with projects finance

(1,365)

(1,434)

(17,800)

(1,514)

Financing expenses in connection with debentures

(1,029)

(1,101)

(3,220)

(1,142)

Interest expenses on minority shareholder loan

(543)

(382)

(2,055)

(602)

Other financing expenses

(784)

(637)

(5,899)

(870)

Financing expenses, net

(2,946)

(2,766)

(26,884)

(3,268)






Loss before taxes on income

(3,127)

(2,985)

(22,753)

(3,470)

Tax benefit (Taxes on income)

(279)

319

2,489

(310)

Loss for the period

(3,406)

(2,666)

(20,264)

(3,780)

Loss attributable to:





Owners of the Company

(2,934)

(2,069)

(15,408)

(3,255)

Non-controlling interests

(472)

(597)

(4,856)

(525)

Loss for the period

(3,406)

(2,666)

(20,264)

(3,780)

Other comprehensive income (loss) item





That after initial recognition in comprehensive income
(loss) were or will be transferred to profit or loss:





Foreign currency translation differences for foreign operations

(98)

562

12,284

(109)

Effective portion of change in fair value of cash flow hedges

(40,786)

(1,929)

(13,429)

(45,250)

Net change in fair value of cash flow hedges transferred to profit or loss

27

(1,004)

(3,353)

30

Total other comprehensive loss

(40,857)

(2,371)

(4,498)

(45,329)






Total other comprehensive loss attributable to:





Owners of the Company

(20,669)

(1,112)

3,124

(22,931)

Non-controlling interests

(20,188)

(1,259)

(7,622)

(22,398)

Total other comprehensive loss for the period

(40,857)

(2,371)

(4,498)

(45,329)

Total comprehensive loss for the period

(44,263)

(5,037)

(24,762)

(49,109)






Total comprehensive loss attributable to:





Owners of the Company

(23,603)

(3,181)

(12,284)

(26,186)

Non-controlling interests

(20,660)

(1,856)

(12,478)

(22,923)

Total comprehensive loss for the period

(44,263)

(5,037)

(24,762)

(49,109)






Basic net loss per share

(0.23)

(0.16)

(1.20)

(0.26)

Diluted net loss per share

(0.23)

(0.16)

(1.20)

(0.26)











 

Ellomay Capital Ltd. and its Subsidiaries

Condensed Consolidated Statements of Changes in Equity




Attributable to shareholders of the Company

Non- controlling

Total




Interests

Equity


 

 

 

Share capital

 

 

 

Share premium

 

 

 

Accumulated Deficit

 

 

 

Treasury shares

 

Translation reserve from

foreign operations

 

 

 

Hedging Reserve

Interests Transaction reserve with

non-controlling Interests

 

 

 

Total




? in thousands

For the three months ended











March 31, 2022 (Unaudited):











Balance as at January 1, 2022

25,605

85,883

(7,217)

(1,736)

15,365

(8,077)

5,697

115,520

(2,037)

113,483

Loss for the period

-

-

(2,934)

-

-

-

-

(2,934)

(472)

(3,406)

Other comprehensive loss for the period

-

-

-

-

(90)

(20,579)

-

(20,669)

(20,188)

(40,857)

Total comprehensive loss for the period

-

-

(2,934)

-

(90)

(20,579)

-

(23,603)

(20,660)

(44,263)

Transactions with owners of the Company, recognized directly in equity:











Issuance of ordinary shares

-

-

-

-

-

-

-

-

-

-

Acquisition of shares in subsidiaries from non-controlling interests







-

-

-

-

Warrants exercise

-

-






-

-

-

Options exercise

-

-

-

-

-

-

-

-

-

-

Share-based payments

-

-

-

-

-

-

-

-

-

-

Balance as at March 31, 2022

25,605

85,883

(10,151)

(1,736)

15,275

(28,656)

5,697

91,917

(22,697)

69,220












For the three months











ended March 31, 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

-

-

(2,069)

-

-

-

-

(2,069)

(597)

(2,666)

Other comprehensive income (loss) for the period

-

-

-

-

558

(1,670)

-

(1,112)

(1,259)

(2,371)

Total comprehensive income (loss) for the period

-

-

(2,069)

-

558

(1,670)

-

(3,181)

(1,856)

(5,037)

Transactions with owners of the Company, recognized directly in equity:











Buy 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

-

7

-

-

-

-

-

7

-

7

Balance as at March 31, 2021

25,578

85,756

6,122

(1,736)

4,381

(1,329)

5,145

123,917

(97)

123,820

 

 

 

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




? in thousands

For the year ended











December 31, 2021 (Audited):











Balance as at January 1, 2021

25,102

82,401

8,191

(1,736)

3,823

341

6,106

124,228

798

125,026

Profit (loss) for the year

-

-

(15,408)

-

-

-

-

(15,408)

(4,856)

(20,264)

Other comprehensive income (loss) for the
year

-

-

-

-

11,542

(8,418)

-

3,124

(7,622)

(4,498)

Total comprehensive income (loss) for the
year

-

-

(15,408)

-

11,542

(8,418)

-

(12,284)

(12,478)

(24,762)

Transactions with owners of the Company,
recognized directly in equity:











Issuance of ordinary shares

-

-

-

-

-

-

-

-

8,682

8,682

Acquisition of shares in subsidiaries
from non-controlling interests







(409)

(409)

961

552

Warrants exercise

454

3,419






3,873

-

3,873

Options exercise

49

-

-

-

-

-

-

49

-

49

Share-based payments

-

63

-

-

-

-

-

63

-

63

Balance as at December 31, 2021

25,605

85,883

(7,217)

(1,736)

15,365

(8,077)

5,697

115,520

(2,037)

113,483

 

Ellomay Capital Ltd. and its Subsidiaries

Condensed Consolidated Interim Statements of Changes in Equity (cont'd)




Attributable to shareholders of the Company

Non- controlling

Total




Interests

Equity


 

 

 

Share capital

 

 

 

Share premium

 

 

 

Retained earnings

 

 

 

Treasury shares

 

Translation reserve from

foreign operations

 

 

 

Hedging Reserve

Interests Transaction reserve with

non-controlling Interests

 

 

 

Total




Convenience translation into US$ (exchange rate as at March 31, 2022: euro 1 = US$ 1.109)

For the three-month ended March 31, 2022 (unaudited):











Balance as at January 1, 2022

28,407

95,283

(8,007)

(1,926)

17,047

(8,961)

6,321

128,164

(2,258)

125,906

Loss for the period

-

-

(3,255)

-

-

-

-

(3,255)

(525)

(3,780)

Other comprehensive loss for the period

-

-

-

-

(100)

(22,831)

-

(22,931)

(22,398)

(45,329)

Total comprehensive loss for the period

-

-

(3,255)

-

(100)

(22,831)

-

(26,186)

(22,923)

(49,109)

Transactions with owners of the Company, recognized directly in equity:











Buy of shares in subsidiaries from non-controlling interests

-

-

-

-

-

-

-

-

-

-

Warrants exercise

-

-

-

-

-

-

-

-

-

-

Options exercise

-

-

-

-

-

-

-

-

-

-

Share-based payments

-

-

-

-

-

-

-

-

-

-

Balance as at











 March 31, 2022

28,407

95,283

(11,262)

(1,926)

16,947

(31,792)

6,321

101,978

(25,181)

76,797

 

 

Ellomay Capital Ltd. and its Subsidiaries

Condensed Consolidated Interim Statements of Cash Flow


For the three months
ended March 31,

For the year ended
December 31,

For the three months
ended March 31,


2022

2021

2021

2022


Unaudited

Audited

Unaudited


? in thousands

Convenience Translation
into US$ i
n thousands*

Cash flows from operating activities





Loss for the period

(3,406)

(2,666)

(20,264)

(3,780)

Adjustments for:





Financing expenses, net

2,946

2,766

26,884

3,268

Profit from settlement of derivatives contract

-

(407)

(407)

-

Depreciation and amortization

4,014

3,051

15,076

4,453

Share-based payment transactions

-

7

63

-

Share of profits of equity accounted investees 

(231)

(617)

(117)

(256)

Payment of interest on loan from an equity accounted investee

-

-

859

-

Change in trade receivables and other receivables

(2,814)

(1,182)

(1,883)

(3,122)

Change in other assets

1,841

30

(545)

2,042

Change in receivables from concessions project

252

221

1,580

280

Change in trade payables

(75)

(382)

154

(83)

Change in other payables

5,274

1,596

2,380

5,851

Tax benefit (Taxes on income)

279

(319)

(2,489)

310

Income taxes paid

-

-

(94)

-

Interest received

471

427

1,844

523

Interest paid

(404)

(1,206)

(7,801)

(448)


11,553

3,985

35,504

12,818

Net cash from operating activities

8,147

1,319

15,240

9,038

Cash flows from investing activities





Acquisition of fixed assets

(15,527)

(25,653)

(82,810)

(17,226)

Acquisition of subsidiary, net of cash acquire

-

-

-

-

VAT associated with the acquisition of fixed assets

(2,225)

-

-

(2,469)

Repayment of loan from an equity accounted investee

-

-

1,400

-

Loan to an equity accounted investee

-

(113)

(335)

-

Advances on account of investments

-

-

-

-

Proceeds from marketable securities

-

-

-

-

Acquisition of marketable securities

-

-

-

-

Proceeds from settlement of derivatives, net

(528)

(252)

(976)

(586)

Proceed (investment) in restricted cash, net

1,103

454

(5,990)

1,224

Investment in short term deposit

-

8,533

(18,599)

-

Proceeds (Investment) in Marketable Securities

-

1,785

(112)

-

Compensation as per agreement with Erez Electricity Ltd.

-

-

-

-

Net cash used in investing activities

(17,177)

(15,246)

(107,422)

(19,057)

Cash flows from financing activities





Issuance of warrants

-

-

3,746

-

Repayment of long-term loans and finance lease obligations

(121,372)

(457)

(18,905)

(134,656)

Repayment of SWAP instrument associated with long term loans

(3,290)

-

-

(3,650)

Repayment of Debentures

-

(21,877)

(30,730)

-

Cost associated with long term loans

(8,460)

(197)

(2,796)

(9,386)

Proceeds from options

-

22

49

-

Sale of shares in subsidiaries to non-controlling interests

-

1,400

1,400

-

Issuance of ordinary shares

-

3,675

-

-

Payment of principal of lease liabilities

(3,795)

-

(4,803)

(4,210)

Proceeds from long term loans, net

196,520

27,061

32,947

218,028

Proceeds from issue of convertible debentures

-

15,571

15,571

-

Proceeds from issuance of Debentures, net

-

25,465

57,717

-

Net cash from financing activities

59,603

50,663

54,196

66,126

Effect of exchange rate fluctuations on cash and cash equivalents

(821)

1,439

12,370

(910)

Increase (decrease) in cash and cash equivalents

49,752

38,175

(25,616)

55,197

Cash and cash equivalents at the beginning of the period

41,229

66,845

66,845

45,741

Cash and cash equivalents at the end of the period

90,981

105,020

41,229

100,938

* Convenience translation into US$ (exchange rate as at March 31, 2022: euro 1 = US$ 1.109) 

 

Ellomay Capital Ltd. and its Subsidiaries

Operating Segments


PV




Total






Ellomay



Bio



reportable


Total


Italy

Spain

Solar1

Talasol

Israel2

Gas

Dorad

Manara

segments

Reconciliations

consolidated


For the three months ended March 31, 2022


? in thousands













Revenues

-

852

-

7,501

926

3,138

14,516

-

26,933

(15,172)

11,761

Operating expenses

-

(160)

-

(3,069)

(105)

(2,637)

(10,646)

-

(16,617)

10,646

(5,971)

Depreciation expenses

-

(242)

-

(2,802)

(629)

(842)

(1,780)

-

(6,295)

2,281

(4,014)

Gross profit (loss)

-

450

-

1,630

192

(341)

2,090

-

4,021

(2,245)

1,776

Project development costs











(711)

General and












 administrative expenses











(1,477)

Share of loss of equity











231

accounted investee












Operating profit











(181)

Financing income











809

Financing expenses in connection












 with derivatives and warrants, net











(34)

Financing expenses in connection with projects finance











(1,365)

Financing expenses in connection with debentures











(1,029)

Interest expenses on minority shareholder loan











(543)

Other financing expenses











(784)

Financing expenses, net











(2,946)

Loss before taxes












 on Income











(3,127)

Segment assets as at












March 31, 2022

2,130

14,278

17,891

301,701

38,333

33,813

117,980

126,731

652,857

(22,358)

630,499

 

Ellomay Capital Ltd. and its Subsidiaries

Reconciliation of Loss to EBITDA


For the three
months ended
March 31,

For the year
ended December
31,

For the three
months ended
March 31,


2022

2021

2021

2022


Unaudited


? in thousands

Convenience Translation into US$ in thousands*

Net loss for the period

(3,406)

(2,666)

(20,264)

(3,780)

Financing expenses, net

2,946

2,766

26,884

3,268

Taxes on income (Tax benefit)

279

(319)

(2,489)

310

Depreciation

4,014

3,051

15,076

4,453

EBITDA

3,833

2,832

19,207

4,251

* Convenience translation into US$ (exchange rate as at March 31, 2022: euro 1 = US$ 1.109)

 

Ellomay Capital Ltd.

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, 2022 and below.

Net Financial Debt 

As of March 31, 2022, the Company's Net Financial Debt, (as such term is defined in the Deeds of Trust of the Company's Debentures), was approximately ?18.3 million (consisting of approximately ?295.83 million of short-term and long-term debt from banks and other interest bearing financial obligations, approximately ?139.54 million in connection with the Series C Debentures issuances (in July 2019, October 2020, February 2021 and October 2021) and Series D Debentures issuance (in February 2021), net of approximately ?121.2 million of cash and cash equivalents, short-term deposits and marketable securities and net of approximately ?295.85 million of project finance and related hedging transactions of the Company's subsidiaries).

Information for the Company's Series C Debenture Holders.

The Deed of Trust governing the Company's Series C Debentures (as amended on June 6, 2022, the "Series C Deed of Trust"), 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 March 31, 2022, the Company was in compliance with the financial covenants set forth in the Series C Deed of Trust as follows: (i) the Company's Adjusted Shareholders' Equity (as defined in the Series C Deed of Trust) was approximately ?126.1 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 Adjusted Shareholders' Equity plus the Net Financial Debt) was 12.7%, and (iii) the ratio of the Company's Net Financial Debt to the Company's Adjusted EBITDA6, was 0.8.

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 March 31, 2022:


For the four-quarter period
ended March 31, 2022


Unaudited


? in thousands

Loss for the period

(21,004)

Financing expenses, net

27,064

Tax benefit

(1,891)

Depreciation

16,039

Adjustment to revenues of the Talmei Yosef PV Plant due to
calculation based on the fixed asset model

3,292

Share-based payments

42

Adjusted EBITDA as defined the Series C Deed of Trust

23,542

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 March 31, 2022, 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 ?126.1 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 Adjusted Shareholders' Equity plus the Net Financial Debt) was 12.7%, and (iii) the ratio of the Company's Net Financial Debt to the Company's Adjusted EBITDA7 was 0.8. 

The following is a reconciliation between the Company's loss and the Adjusted EBITDA (as defined in the Series D Deed of Trust) for the four-quarter period ended March 31, 2022: 

 


For the four quarter period
ended March 31, 2022


Unaudited


? in thousands

Loss for the period

(21,004)

Financing expenses, net

27,064

Taxes on income

(1,891)

Depreciation

16,039

Adjustment to revenues of the Talmei Yosef PV Plant due to
calculation based on the fixed asset model

3,292

Share-based payments

42

Adjusted EBITDA as defined the Series D Deed of Trust

23,542

 

1  Ellomay Solar S.L, the owner of a 28 MW photovoltaic facility 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 Short-term and long-term debt from banks and other interest bearing financial obligations amount provided above, includes an amount of approximately ?0.4 million costs associated with such debt, which was capitalized and therefore offset from the debt amount that is recorded in the Company's balance sheet. 

4 Debentures amount provided above includes an amount of approximately ?2.3 million associated costs, which was capitalized and therefore offset from the debentures amount that is recorded in the Company's balance sheet. 

5 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).

6 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."

7 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."

 

SOURCE Ellomay Capital Ltd.


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