UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2024
Commission File Number: 001-35284
Ellomay Capital Ltd.
(Translation of registrant’s
name into English)
18 Rothschild Blvd., Tel Aviv
6688121, Israel
(Address of principal executive
office)
Indicate by check mark whether
the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
THE IFRS FINANCIAL RESULTS INCLUDED
IN EXHIBIT 99.1 OF THIS FORM 6-K ARE HEREBY INCORPORATED BY REFERENCE INTO THE REGISTRANT’S REGISTRATION STATEMENTS ON FORM F-3
(NOS. 333-199696 AND 333-144171) AND FORM S-8 (NOS. 333-187533, 333-102288 AND 333-92491), AND TO BE A PART THEREOF FROM THE DATE ON WHICH
THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.
This Report on Form 6-K of Ellomay
Capital Ltd. consists of the following document, which is attached hereto and incorporated by reference herein:
Signatures
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
| |
Ellomay Capital Ltd. |
| |
|
| |
By: |
/s/ Ran Fridrich |
| |
|
Ran Fridrich |
| |
|
Chief Executive Officer and Director |
Dated: December 30,
2024
Exhibit 99.1
Ellomay Capital Reports
Results for the Three and Nine Months Ended September 30, 2024
Tel-Aviv, Israel, Dec.
30, 2024 (GLOBE NEWSWIRE) -- Ellomay Capital Ltd. (NYSE American; TASE: ELLO) (“Ellomay” or the “Company”),
a renewable energy and power generator and developer of renewable energy and power projects in Europe, USA and Israel, today reported
its unaudited consolidated financial results for the three and nine month periods ended September 30, 2024.
Financial Highlights
| ● | Total
assets as of September 30, 2024 amounted to approximately €640 million, compared to
total assets as of December 31, 2023 of approximately €612.9 million. |
| ● | Revenues1
for the three months ended September 30, 2024 were approximately €12.3
million, compared to revenues of approximately €15.4 million for the three months ended
September 30, 2023. Revenues for the nine months ended September 30, 2024 were approximately
€31.8 million, compared to revenues of approximately €40.4 million for the nine
months ended September 30, 2023. |
| ● | Profit
from continuing operations for the three months ended September 30, 2024 was approximately
€6.6 million, compared to profit from continuing operations of approximately €5.8
million for the three months ended September 30, 2023. Profit from continuing operations
for the nine months ended September 30, 2024 was approximately €3.2 million, compared
to profit from continuing operations of approximately €10.4 million for the nine months
ended September 30, 2023. |
| ● | Profit
for the three months ended September 30, 2024 was approximately €6.6 million, compared
to profit of approximately €5.9 million for the three months ended September 30, 2023.
Profit for the nine months ended September 30, 2024 was approximately €3.3 million,
compared to profit of approximately €10.4 million for the nine months ended September
30, 2023. |
| ● | EBITDA
for the three months ended September 30, 2024 was approximately €11 million, compared
to EBITDA of approximately €11.6 million for the three months ended September 30, 2023.
EBITDA for the nine months ended September 30, 2024 was approximately €17.6 million,
compared to EBITDA of approximately €21.3 million for the nine months ended September
30, 2023. See below under “Use of Non-IFRS Financial Measures” for additional
disclosure concerning EBITDA. |
| ● | On
December 31, 2023, the Company executed an agreement to sell its holdings in the 9 MW solar
plant located in Talmei Yosef. The sale was consummated on June 3, 2024, and the net consideration
received at closing was approximately NIS 42.6 million (approximately €10.6 million).
In connection with the sale, the Company presents the results of this solar plant as a discontinued
operation and the results for the three and nine months ended September 30, 2023 were adjusted
accordingly. |
Financial Overview for the Nine Months
Ended September 30, 2024
| ● | Revenues1
were approximately €31.8 million for the nine months ended September 30, 2024,
compared to approximately €40.4 million for the nine months ended September 30, 2023.
This decrease mainly results from a reduction in electricity prices in Spain between February
and May 2024, partially offset by income generated by our 20 MW solar power plants in Italy
which were connected to the grid during 2024. The decrease is also due to loss of revenues
in connection with the fire near the Talasol Solar S.L. (300 MV solar) (“Talasol”)
and Ellomay Solar S.L. (28 MV solar) (“Ellomay Solar”) facilities in Spain
in July 2024. In connection with such loss of revenues, the Company recorded an amount of
approximately €1.2 million as ‘other income’ for the nine months ended September
30, 2024, based on compensation expected to be received from the insurance for loss of income. |
| ● | Operating
expenses were approximately €14.5 million for the nine months ended September 30, 2024,
compared to approximately €17.4 million for the nine months ended September 30, 2023.
This decrease mainly results from a decrease in direct taxes on electricity production paid
by the Company’s Spanish subsidiaries as a result of reduced electricity prices. The
operating expenses of the Company’s Spanish subsidiaries for the nine months ended
September 30, 2023 were impacted by the Spanish RDL 17/2022, which established the reduction
of returns on the electricity generating activity of Spanish production facilities that do
not emit greenhouse gases, accomplished through payments of a portion of the revenues by
the production facilities to the Spanish government. The increased expenses during the nine
months ended September 30, 2023 resulting from this impact, were partially offset by lower
costs in connection with the acquisition of feedstock by our Dutch biogas plants. Depreciation
and amortization expenses were approximately €12.3 million for the nine months ended September 30, 2024,
compared to approximately €11.7 million for the nine months ended September 30, 2023. |
| 1 | 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. |
| ● | Project
development costs were approximately €3.3 million for the nine months ended September
30, 2024, compared to approximately €2.4 million for the nine months ended September
30, 2023. The increase in project development costs results mainly from increased consultancy
expenses in connection with business development efforts. |
| ● | General
and administrative expenses were approximately €4.7 million for the nine months ended
September 30, 2024, compared to approximately €4 million for the nine months ended September
30, 2023. The increase in general and administrative expenses is mostly due to higher consultancy
expenses. |
| ● | Share
of profits of equity accounted investee, after elimination of intercompany transactions,
was approximately €5.3 million for the nine months ended September 30, 2024, compared
to approximately €4.6 million for the nine months ended September 30, 2023. The increase
in share of profits of equity accounted investee was mainly due to the increase in revenues
of Dorad Energy Ltd. due to higher quantities produced, partially offset by an increase in
operating expenses in connection with the increased production. |
| ● | Other income, net was approximately €2.9 million for the nine months
ended September 30, 2024, compared to €0 for the nine months ended September 30, 2023. The income was recognized based on compensation
expected to be received from insurance in connection with the fire near the Talasol and Ellomay Solar facilities in Spain in July 2024,
net of impairment expenses related to the damaged fixed assets. The amount to be received due to loss of income is approximately €1.2
million. |
| ● | Financing expense, net was approximately
€2 million for the nine months ended September 30, 2024, compared to financing income,
net of approximately €0.3 million for the nine months ended September 30, 2023. The
increase in financing expenses, net, was mainly attributable to lower income resulting from
exchange rate differences that amounted to approximately €5.2 million for the nine months
ended September 30, 2024, compared to approximately €8 million for the nine months ended
September 30, 2023, an aggregate change of approximately €2.8 million. The exchange
rate differences were mainly recorded in connection with the New Israeli Shekel (“NIS”)
cash and cash equivalents and the Company’s NIS denominated debentures and were caused
by the 3.5% devaluation of the NIS against the euro during the nine months ended September
30, 2024, compared to a devaluation of 8% during the nine months ended September 30, 2023.
The increase in financing expenses for the nine months ended September 30, 2024 was also
due to increased interest expenses mainly resulting from the issuance of the Company’s
Series F Debentures in January, April and August 2024. These increases in financing expenses
were partially offset by an increase in financing income of approximately €2.6 million
in connection with derivatives and warrants in the nine months ended September 30, 2024,
compared to the nine months ended September 30, 2023. |
| ● | Tax
benefit was approximately €0.1 million for the nine months ended September 30, 2024,
compared to a tax benefit of approximately €0.6 million for the nine months ended September
30, 2023. |
| ● | Profit
from continuing operations for the nine months ended September 30, 2024 was approximately
€3.2 million, compared to profit from continuing operations of approximately €10.4
million for the nine months ended September 30, 2023. |
| ● | Profit
from discontinued operation (net of tax) for the nine months ended September 30, 2024 was
approximately €80 thousand, compared to profit from discontinued operation of approximately
€70 thousand for the nine months ended September 30, 2023. |
| ● | Profit
for the nine months ended September 30, 2024 was approximately €3.3 million, compared
to a profit of approximately €10.4 million for the nine months ended September 30, 2023. |
| ● | Total
other comprehensive income was approximately €2.6 million for the nine months ended
September 30, 2024, compared to total other comprehensive income of approximately €31.6
million for the nine months ended September 30, 2023. The change in total other comprehensive
income mainly results from changes in fair value of cash flow hedges, including a material
decrease in the fair value of the liability resulting from the financial power swap that
covers approximately 80% of the output of the Talasol solar plant (the “Talasol
PPA”). The Talasol PPA experienced a high volatility due to the substantial change
in electricity prices in Europe. In accordance with hedge accounting standards, the changes
in the Talasol PPA’s fair value are recorded in the Company’s shareholders’
equity through a hedging reserve and not through the accumulated deficit/retained earnings.
The changes do not impact the Company’s consolidated net profit/loss or the Company’s
consolidated cash flows. |
| ● | Total
comprehensive income was approximately €5.9 million for the nine months ended September
30, 2024, compared to total comprehensive income of approximately €42 million for the
nine months ended September 30, 2023. |
| ● | Net
cash provided by operating activities was approximately €5.5 million for the nine months
ended September 30, 2024, compared to approximately €16.8 million for the nine months
ended September 30, 2023. The decrease in net cash provided by operating activities for the
nine months ended September 30, 2024, is mainly due to the decrease in electricity prices
in Spain. In addition, during the year ended December 31, 2023, the Company’s Dutch
biogas plants elected to temporarily exit the subsidy regime and sell the gas at market prices
and during the year ended December 31, 2024 these plants returned to the subsidy regime.
Under the subsidy regime, plants are entitled to monthly advances on subsidies based on the
production during the previous year. As no subsidies were paid to the Company’s Dutch
biogas plants for 2023, these plants entitled to low advance payments for 2024 and the payment
for gas produced by the plants during 2024 is expected to be received until July 2025 and
reflected accordingly in the Company’s cash flow from operations. |
CEO Review Third Quarter
2024
Revenues in the first
nine months of 2024 were approximately €31.8 million, compared to revenues of approximately €41.5 million in the corresponding
nine months last year. The decrease in revenues was mainly due to the electricity prices in Spain, which were low and even sometimes
negative during the first half of 2024. A decrease of approximately €1.2 million in revenues was recorded due to fire damage that
occurred in July 2024 in our projects in Spain. This amount is covered by income loss insurance and therefore recognized as other income
during the period.
Operating expenses in
the first nine months of 2024 decreased by approximately €3 million compared to the corresponding period last year. Project development
expenses in the first nine months of 2024 increased by approximately €0.7 million compared to the corresponding period last year.
Project development expenses for 2024 included non-recurring expenses of approximately €0.5 million in connection with the cancellation
of a guarantee.
Activity in Spain:
The electricity prices
in the third quarter of 2024 increased and stabilized on the projected seasonal price. The revenues from the sale of electricity in the
first nine months of 2024 were approximately €18.7 million compared to approximately €27.5 million in the corresponding period
last year. The decrease is primarily attributable to the low/negative electricity prices in the first half of 2024, as well as the fire
damage.
Activity of Dorad:
In the first nine months
of 2024, the Dorad power plant recorded an increase in profit, with net profit of approximately NIS 256 million, an increase of approximately
NIS 40 million compared to the corresponding period last year. The Dorad power station received the approval of the National Infrastructures
Committee and a positive connection survey to increase the capacity by an additional 650 MW.
Activity in the USA:
In the USA, the development and construction
activities of solar projects are progressing at a rapid pace and the construction of the first four projects, with a total capacity of
approximately 49 MW, began in early 2024. The construction of two projects (in an aggregate capacity of approximately 27 MW) is nearing
completion and their connection to the electricity grid is expected in the near future. The additional two projects (in an aggregate capacity
of approximately 22 MW) are under construction and are expected to connect by April 2025. Additional projects with an aggregate capacity
of approximately 50 MW are under development and are intended for construction in 2025. The Company executed an agreement to sell the
tax credits of the first four projects for approximately $19 million.
Activity in Italy:
The Company has a portfolio of 462
MW solar projects in Italy of which 20 MW are operating and 18 MW finished construction and are awaiting connection to the grid. 195 MW
of additional projects are ready to build and 229 MW are under advanced development. Revenues from sale of electricity in Italy in the
third quarter of 2024 were approximately €1.7 million, all from the 20 MW that are connected to the grid. The Company executed construction
agreements with the EPC contractor for 160 MW that are ready to build, the commencement of construction is expected during the first quarter
of 2025 and the construction is expected to take approximately 18 months. The EPC agreements are conditioned, among other things, on the
execution of a financing agreement, and the financing agreement with a European institutional investor for the financing of the construction
of 198 MW (including the connected projects, the project under construction and the projects for which the EPC agreements were executed)
previously reported is expected to be executed during January 2025.
New legislation in Italy
prohibits the establishment of new projects on agricultural land. This prohibition increases the value of the Company’s portfolio,
which is not subject to the prohibition or located on agricultural land. The Company estimates that new possibilities are emerging for
obtaining a PPA in Italy, therefore it expects that project financing will be possible more easily and at lower costs.
Activity in Israel:
The Manara Cliff Pumped
Storage Project (Company’s share is 83.34%): A project with a capacity of 156 MW, which is in advanced construction stages.
The Iron Swords War, which commenced on October 7, 2023, stopped the construction work on the project. The project has protection from
the state for damages and losses due to the war within the framework of the tariff regulation (covenants that support financing). The
project was expected to reach commercial operation during the first half of 2027 and the continuation of the Iron Swords war will cause
a delay in the date of activation. The Israeli Electricity Authority currently approved a postponement of sixteen months of the dates
for the project. The Company and its partner in the project, Ampa, invested the equity required for the project (other than linkage differences),
and the remainder of the funding is from a consortium of lenders led by Mizrahi Bank, at a scope of approximately NIS 1.18 billion.
Development of Solar
licenses combined with storage:
| 1. | The Komemiyut and Qelahim Projects: each 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 first quarter of 2025. |
The Company waived the
rights it won in a solar / battery tender process in connection with these projects and therefore paid a forfeiture of guarantee in the
amount of NIS 1.8 million and is in advanced negotiations with a local supplier for the execution of a long-term PPA.
| 2. | 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. |
| 3. | 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. |
The Company also has approximately
46 solar MW under preliminary planning stages.
Activity in the Netherlands:
During the first nine months
of 2024, high production levels were maintained in the Company’s three biogas plants. In addition, significant progress was made
in the process of obtaining the licenses to increase production by about 50% in each of the Company’s plants. Increasing production
will require relatively small investments and is expected to significantly increase income and EBITDA. Following the directive of the
European Union to act to significantly increase the production of greed gas, the Dutch parliament approved the legislation mandating
the obligation to mix green gas with fossil gas , which will become effective commencing January 1, 2026. This legislation is expected
to have a positive effect on the prices of green gas and the price of the accompanying green certificates.
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 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, USA 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,
Spain, the Netherlands and Texas, USA, including:
| ● | Approximately 335.9 MW of
operating solar power plants in Spain (including a 300 MW solar plant in owned by Talasol, which is 51% owned by the Company) and approximately
20 MW of operating solar power plants in Italy; |
| ● | 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 850MW, representing about
6%-8% of Israel’s total current electricity consumption; |
| ● | 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 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; |
| ● | A
solar plant (18 MW) under construction in Italy; |
| ● | Solar
projects in Italy with an aggregate capacity of 195 MW that have reached “ready to
build” status; and |
| ● | Solar
projects in the Dallas Metropolitan area, Texas, USA with an aggregate capacity of 49 MW
that are under construction. |
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 changes in electricity prices and demand, regulatory changes increases in interest rates and inflation, 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, the impact of the war and hostilities in Israel and Gaza, the impact of the continued military conflict between
Russia and Ukraine, technical and other disruptions in the operations or construction of the power plants owned by the Company and general
market, political and economic conditions in the countries in which the Company operates, including Israel, Spain, Italy and the United
States. 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: hilai@ellomay.com
Ellomay Capital Ltd. and
its Subsidiaries
Unaudited
Condensed Consolidated Interim Statements of Financial Position
| | |
September 30, | | |
December 31, | | |
September 30, | |
| | |
2024 | | |
2023 | | |
2024 | |
| | |
€ in thousands | | |
Convenience
Translation into
US$ in thousands* | |
| Assets | |
| | |
| | |
| |
| Current assets: | |
| | | |
| | | |
| | |
| Cash and cash equivalents | |
| 48,456 | | |
| 51,127 | | |
| 54,234 | |
| Short term deposits | |
| 2,408 | | |
| 997 | | |
| 2,695 | |
| Restricted cash | |
| 729 | | |
| 810 | | |
| 816 | |
| Intangible asset from green certificates | |
| 337 | | |
| 553 | | |
| 377 | |
| Trade and other receivables | |
| 17,796 | | |
| 11,717 | | |
| 19,918 | |
| Derivatives asset short-term | |
| 332 | | |
| 275 | | |
| 372 | |
| Assets of disposal groups classified
as held for sale | |
| - | | |
| 28,297 | | |
| - | |
| | |
| 70,058 | | |
| 93,776 | | |
| 78,412 | |
| Non-current assets | |
| | | |
| | | |
| | |
| Investment in equity accounted investee | |
| 34,990 | | |
| 31,772 | | |
| 39,162 | |
| Advances on account of investments | |
| 1,061 | | |
| 898 | | |
| 1,188 | |
| Fixed assets | |
| 448,381 | | |
| 407,982 | | |
| 501,848 | |
| Right-of-use asset | |
| 31,900 | | |
| 30,967 | | |
| 35,704 | |
| Restricted cash and deposits | |
| 17,189 | | |
| 17,386 | | |
| 19,239 | |
| Deferred tax | |
| 6,921 | | |
| 8,677 | | |
| 7,746 | |
| Long term receivables | |
| 11,826 | | |
| 10,446 | | |
| 13,236 | |
| Derivatives | |
| 17,683 | | |
| 10,948 | | |
| 19,792 | |
| | |
| 569,951 | | |
| 519,076 | | |
| 637,915 | |
| Total assets | |
| 640,009 | | |
| 612,852 | | |
| 716,327 | |
| | |
| | | |
| | | |
| | |
| Liabilities and Equity | |
| | | |
| | | |
| | |
| Current liabilities | |
| | | |
| | | |
| | |
| Current maturities of long-term bank loans | |
| 20,060 | | |
| 9,784 | | |
| 22,452 | |
| Current maturities of other long-term loans | |
| 5,000 | | |
| 5,000 | | |
| 5,596 | |
| Current maturities of debentures | |
| 32,756 | | |
| 35,200 | | |
| 36,662 | |
| Trade payables | |
| 8,953 | | |
| 5,249 | | |
| 10,021 | |
| Other payables | |
| 11,842 | | |
| 10,859 | | |
| 13,254 | |
| Current maturities of derivatives | |
| 341 | | |
| 4,643 | | |
| 382 | |
| Current maturities of lease liabilities | |
| 756 | | |
| 700 | | |
| 846 | |
| Liabilities of disposal groups classified as held for
sale | |
| - | | |
| 17,142 | | |
| - | |
| Warrants | |
| 1,146 | | |
| 84 | | |
| 1,283 | |
| | |
| 80,854 | | |
| 88,661 | | |
| 90,496 | |
| Non-current liabilities | |
| | | |
| | | |
| | |
| Long-term lease liabilities | |
| 25,330 | | |
| 23,680 | | |
| 28,350 | |
| Long-term bank loans | |
| 243,330 | | |
| 237,781 | | |
| 272,346 | |
| Other long-term loans | |
| 29,775 | | |
| 29,373 | | |
| 33,326 | |
| Debentures | |
| 125,958 | | |
| 104,887 | | |
| 140,978 | |
| Deferred tax | |
| 2,502 | | |
| 2,516 | | |
| 2,800 | |
| Other long-term liabilities | |
| 851 | | |
| 855 | | |
| 952 | |
| Derivatives | |
| 341 | | |
| - | | |
| 382 | |
| | |
| 428,087 | | |
| 399,092 | | |
| 479,134 | |
| Total liabilities | |
| 508,941 | | |
| 487,753 | | |
| 569,630 | |
| | |
| | | |
| | | |
| | |
| Equity | |
| | | |
| | | |
| | |
| Share capital | |
| 25,613 | | |
| 25,613 | | |
| 28,667 | |
| Share premium | |
| 86,250 | | |
| 86,159 | | |
| 96,535 | |
| Treasury shares | |
| (1,736 | ) | |
| (1,736 | ) | |
| (1,943 | ) |
| Transaction reserve with non-controlling Interests | |
| 5,697 | | |
| 5,697 | | |
| 6,376 | |
| Reserves | |
| 2,984 | | |
| 4,299 | | |
| 3,340 | |
| Accumulated deficit | |
| (367 | ) | |
| (5,037 | ) | |
| (411 | ) |
| Total equity attributed to shareholders of the Company | |
| 118,441 | | |
| 114,995 | | |
| 132,564 | |
| Non-Controlling Interest | |
| 12,627 | | |
| 10,104 | | |
| 14,133 | |
| Total equity | |
| 131,068 | | |
| 125,099 | | |
| 146,697 | |
| Total liabilities
and equity | |
| 640,009 | | |
| 612,852 | | |
| 716,327 | |
| * | Convenience
translation into US$ (exchange rate as at September 30, 2024: euro 1 = US$ 1.119) |
Ellomay Capital Ltd. and
its Subsidiaries
Unaudited
Condensed Consolidated Interim Statements of Comprehensive Income
| |
|
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, |
|
| |
|
2024 |
|
|
2023* |
|
|
2024 |
|
|
2023* |
|
|
2023 |
|
|
2024 |
|
| |
|
Unaudited |
|
|
Audited |
|
|
Unaudited |
|
| |
|
€ in thousands (except per share
data) |
|
|
Convenience Translation
into US$** |
|
| Revenues |
|
|
12,333 |
|
|
|
15,411 |
|
|
|
31,789 |
|
|
|
40,410 |
|
|
|
48,834 |
|
|
|
35,580 |
|
| Operating expenses |
|
|
(4,982 |
) |
|
|
(5,556 |
) |
|
|
(14,505 |
) |
|
|
(17,401 |
) |
|
|
(22,861 |
) |
|
|
(16,235 |
) |
| Depreciation and amortization expenses |
|
|
(4,111 |
) |
|
|
(3,921 |
) |
|
|
(12,342 |
) |
|
|
(11,747 |
) |
|
|
(16,012 |
) |
|
|
(13,814 |
) |
| Gross profit |
|
|
3,240 |
|
|
|
5,934 |
|
|
|
4,942 |
|
|
|
11,262 |
|
|
|
9,961 |
|
|
|
5,531 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Project development costs |
|
|
(1,030 |
) |
|
|
(248 |
) |
|
|
(3,311 |
) |
|
|
(2,440 |
) |
|
|
(4,465 |
) |
|
|
(3,706 |
) |
| General and administrative expenses |
|
|
(1,645 |
) |
|
|
(1,147 |
) |
|
|
(4,679 |
) |
|
|
(3,963 |
) |
|
|
(5,283 |
) |
|
|
(5,237 |
) |
| Share of profits of equity accounted investee |
|
|
3,486 |
|
|
|
3,058 |
|
|
|
5,295 |
|
|
|
4,599 |
|
|
|
4,320 |
|
|
|
5,926 |
|
| Other income, net |
|
|
2,885 |
|
|
|
- |
|
|
|
2,885 |
|
|
|
- |
|
|
|
- |
|
|
|
3,229 |
|
| Operating profit |
|
|
6,936 |
|
|
|
7,597 |
|
|
|
5,132 |
|
|
|
9,458 |
|
|
|
4,533 |
|
|
|
5,743 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Financing income |
|
|
4,553 |
|
|
|
1,529 |
|
|
|
6,977 |
|
|
|
9,694 |
|
|
|
8,747 |
|
|
|
7,809 |
|
| Financing income (expenses) in connection with derivatives
and warrants, net |
|
|
(90 |
) |
|
|
391 |
|
|
|
2,762 |
|
|
|
(85 |
) |
|
|
251 |
|
|
|
3,091 |
|
| Financing expenses in connection with projects finance |
|
|
(1,693 |
) |
|
|
(1,554 |
) |
|
|
(4,646 |
) |
|
|
(4,612 |
) |
|
|
(6,077 |
) |
|
|
(5,200 |
) |
| Financing expenses in connection with debentures |
|
|
(1,486 |
) |
|
|
(1,028 |
) |
|
|
(5,048 |
) |
|
|
(2,868 |
) |
|
|
(3,876 |
) |
|
|
(5,650 |
) |
| Interest expenses on minority shareholder loan |
|
|
(528 |
) |
|
|
(540 |
) |
|
|
(1,616 |
) |
|
|
(1,473 |
) |
|
|
(2,014 |
) |
|
|
(1,809 |
) |
| Other financing expenses |
|
|
(145 |
) |
|
|
(12 |
) |
|
|
(428 |
) |
|
|
(381 |
) |
|
|
(588 |
) |
|
|
(479 |
) |
| Financing income
(expenses), net |
|
|
611 |
|
|
|
(1,214 |
) |
|
|
(1,999 |
) |
|
|
275 |
|
|
|
(3,557 |
) |
|
|
(2,238 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Profit before taxes on income |
|
|
7,547 |
|
|
|
6,383 |
|
|
|
3,133 |
|
|
|
9,733 |
|
|
|
976 |
|
|
|
3,505 |
|
| Tax benefit (taxes on income) |
|
|
(916 |
) |
|
|
(579 |
) |
|
|
72 |
|
|
|
637 |
|
|
|
1,436 |
|
|
|
81 |
|
| Profit for the
period from continuing operations |
|
|
6,631 |
|
|
|
5,804 |
|
|
|
3,205 |
|
|
|
10,370 |
|
|
|
2,412 |
|
|
|
3,586 |
|
| Profit (loss)
from discontinued operation (net of tax) |
|
|
- |
|
|
|
73 |
|
|
|
79 |
|
|
|
70 |
|
|
|
(1,787 |
) |
|
|
88 |
|
| Profit for the
period |
|
|
6,631 |
|
|
|
5,877 |
|
|
|
3,284 |
|
|
|
10,440 |
|
|
|
625 |
|
|
|
3,674 |
|
| Profit attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Owners of the Company |
|
|
6,104 |
|
|
|
5,233 |
|
|
|
4,670 |
|
|
|
10,709 |
|
|
|
2,219 |
|
|
|
5,227 |
|
| Non-controlling interests |
|
|
527 |
|
|
|
644 |
|
|
|
(1,386 |
) |
|
|
(269 |
) |
|
|
(1,594 |
) |
|
|
(1,553 |
) |
| Profit for the
period |
|
|
6,631 |
|
|
|
5,877 |
|
|
|
3,284 |
|
|
|
10,440 |
|
|
|
625 |
|
|
|
3,674 |
|
| 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 |
|
|
(4,719 |
) |
|
|
(930 |
) |
|
|
(5,152 |
) |
|
|
(9,183 |
) |
|
|
(7,949 |
) |
|
|
(5,766 |
) |
| Foreign currency translation differences for foreign operations
that were recognized in profit or loss |
|
|
- |
|
|
|
- |
|
|
|
255 |
|
|
|
- |
|
|
|
- |
|
|
|
285 |
|
| Effective portion of change in fair value of cash flow
hedges |
|
|
286 |
|
|
|
5,949 |
|
|
|
9,412 |
|
|
|
50,149 |
|
|
|
39,431 |
|
|
|
10,534 |
|
| Net change in fair value of cash
flow hedges transferred to profit or loss |
|
|
1,363 |
|
|
|
(4,580 |
) |
|
|
(1,921 |
) |
|
|
(9,389 |
) |
|
|
9,794 |
|
|
|
(2,150 |
) |
| Total other
comprehensive income (loss) |
|
|
(3,070 |
) |
|
|
439 |
|
|
|
2,594 |
|
|
|
31,577 |
|
|
|
41,276 |
|
|
|
2,903 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total other comprehensive income (loss)
attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Owners of the Company |
|
|
(4,020 |
) |
|
|
(296 |
) |
|
|
(1,315 |
) |
|
|
11,759 |
|
|
|
16,931 |
|
|
|
(1,472 |
) |
| Non-controlling interests |
|
|
950 |
|
|
|
735 |
|
|
|
3,909 |
|
|
|
19,818 |
|
|
|
24,345 |
|
|
|
4,375 |
|
| Total other
comprehensive income (loss) for the period |
|
|
(3,070 |
) |
|
|
439 |
|
|
|
2,594 |
|
|
|
31,577 |
|
|
|
41,276 |
|
|
|
2,903 |
|
| Total comprehensive
income for the period |
|
|
3,561 |
|
|
|
6,316 |
|
|
|
5,878 |
|
|
|
42,017 |
|
|
|
41,901 |
|
|
|
6,577 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total comprehensive income attributable
to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Owners of the Company |
|
|
2,084 |
|
|
|
4,937 |
|
|
|
3,355 |
|
|
|
22,468 |
|
|
|
19,150 |
|
|
|
3,755 |
|
| Non-controlling interests |
|
|
1,477 |
|
|
|
1,379 |
|
|
|
2,523 |
|
|
|
19,549 |
|
|
|
22,751 |
|
|
|
2,822 |
|
| Total comprehensive
income for the period |
|
|
3,561 |
|
|
|
6,316 |
|
|
|
5,878 |
|
|
|
42,017 |
|
|
|
41,901 |
|
|
|
6,577 |
|
| * | The results of the
Talmei Yosef solar plant have been reclassified as a discontinued operation and the results
for these periods have been adjusted accordingly |
| ** | Convenience translation
into US$ (exchange rate as at September 30, 2024: euro 1 = US $ 1.119) |
Ellomay Capital Ltd. and
its Subsidiaries
Condensed
Consolidated Interim Statements of Profit or Loss and Other Comprehensive Income (cont’d)
| |
|
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, |
|
| |
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
|
2023 |
|
|
2024 |
|
| |
|
Unaudited |
|
|
Audited |
|
|
Unaudited |
|
| |
|
€in thousands (except per share data) |
|
|
Convenience
Translation
into US$* |
|
| Basic profit per share |
|
|
0.47 |
|
|
|
0.41 |
|
|
|
0.36 |
|
|
|
0.83 |
|
|
|
0.17 |
|
|
|
0.40 |
|
| Diluted profit per share |
|
|
0.47 |
|
|
|
0.41 |
|
|
|
0.36 |
|
|
|
0.83 |
|
|
|
0.17 |
|
|
|
0.40 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic profit per share continuing operations |
|
|
0.47 |
|
|
|
0.41 |
|
|
|
0.35 |
|
|
|
0.84 |
|
|
|
0.31 |
|
|
|
0.39 |
|
| Diluted profit per share continuing operations |
|
|
0.47 |
|
|
|
0.41 |
|
|
|
0.35 |
|
|
|
0.84 |
|
|
|
0.31 |
|
|
|
0.39 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic profit per share discontinued operation |
|
|
- |
|
|
|
0.01 |
|
|
|
0.01 |
|
|
|
0.01 |
|
|
|
(0.14 |
) |
|
|
0.01 |
|
| Diluted profit per share discontinued operation |
|
|
- |
|
|
|
0.01 |
|
|
|
0.01 |
|
|
|
0.01 |
|
|
|
(0.14 |
) |
|
|
0.01 |
|
| * | Convenience translation
into US$ (exchange rate as at September 30, 2024: euro 1 = US$ 1.119) |
Ellomay Capital Ltd. and
its Subsidiaries
Unaudited
Condensed Consolidated Interim Statements of Changes in Equity
| |
|
|
|
|
|
|
|
Attributable
to shareholders of the Company |
|
|
|
|
|
|
|
| |
|
Share
capital |
|
|
Share
premium |
|
|
Retained
earnings
(accumulated Deficit) |
|
|
Treasury
shares |
|
|
Translation
reserve
from
foreign
operations |
|
|
Hedging
Reserve |
|
|
Interests
Transaction
reserve with
non-controlling
Interests |
|
|
Total |
|
|
Non-
controlling
Interests |
|
|
Total
Equity |
|
| |
|
€
in thousands |
|
| For the
nine months ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| September
30, 2024 (unaudited): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance
as at January 1, 2024 |
|
|
25,613 |
|
|
|
86,159 |
|
|
|
(5,037 |
) |
|
|
(1,736 |
) |
|
|
385 |
|
|
|
3,914 |
|
|
|
5,697 |
|
|
|
114,995 |
|
|
|
10,104 |
|
|
|
125,099 |
|
| Profit
(loss) for the period |
|
|
- |
|
|
|
- |
|
|
|
4,670 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
4,670 |
|
|
|
(1,386 |
) |
|
|
3,284 |
|
| Other
comprehensive profit (loss) for the period |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(4,762 |
) |
|
|
3,447 |
|
|
|
- |
|
|
|
(1,315 |
) |
|
|
3,909 |
|
|
|
2,594 |
|
| Total
comprehensive profit (loss) for the period |
|
|
- |
|
|
|
- |
|
|
|
4,670 |
|
|
|
- |
|
|
|
(4,762 |
) |
|
|
3,447 |
|
|
|
- |
|
|
|
3,355 |
|
|
|
2,523 |
|
|
|
5,878 |
|
| Transactions
with owners of the Company, recognized directly in equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Share-based
payments |
|
|
- |
|
|
|
91 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
91 |
|
|
|
- |
|
|
|
91 |
|
| Balance
as at September 30, 2024 |
|
|
25,613 |
|
|
|
86,250 |
|
|
|
(367 |
) |
|
|
(1,736 |
) |
|
|
(4,377 |
) |
|
|
7,361 |
|
|
|
5,697 |
|
|
|
118,441 |
|
|
|
12,627 |
|
|
|
131,068 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the
nine months ended September
30, 2023 (unaudited): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance
as at January 1, 2023 |
|
|
25,613 |
|
|
|
86,038 |
|
|
|
(7,256 |
) |
|
|
(1,736 |
) |
|
|
7,970 |
|
|
|
(20,602 |
) |
|
|
5,697 |
|
|
|
95,724 |
|
|
|
(12,647 |
) |
|
|
83,077 |
|
| Profit
(loss) for the period |
|
|
- |
|
|
|
- |
|
|
|
10,709 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
10,709 |
|
|
|
(269 |
) |
|
|
10,440 |
|
| Other
comprehensive income (loss) for the period |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(8,771 |
) |
|
|
20,530 |
|
|
|
- |
|
|
|
11,759 |
|
|
|
19,818 |
|
|
|
31,577 |
|
| Total
comprehensive income (loss) for the period |
|
|
- |
|
|
|
- |
|
|
|
10,709 |
|
|
|
- |
|
|
|
(8,771 |
) |
|
|
20,530 |
|
|
|
- |
|
|
|
22,468 |
|
|
|
19,549 |
|
|
|
42,017 |
|
| Transactions
with owners of the Company, recognized directly in equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Share-based
payments |
|
|
- |
|
|
|
93 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
93 |
|
|
|
- |
|
|
|
93 |
|
| Balance
as at September 30, 2023 |
|
|
25,613 |
|
|
|
86,131 |
|
|
|
3,453 |
|
|
|
(1,736 |
) |
|
|
(801 |
) |
|
|
(72 |
) |
|
|
5,697 |
|
|
|
118,285 |
|
|
|
6,902 |
|
|
|
125,187 |
|
Ellomay Capital Ltd. and its Subsidiaries
Unaudited Condensed Consolidated Interim Statements
of Changes in Equity (cont’d)
| |
|
|
|
|
|
|
|
Attributable
to shareholders of the Company |
|
|
|
|
|
|
|
| |
|
Share
capital |
|
|
Share
premium |
|
|
Retained
earnings
(accumulated Deficit) |
|
|
Treasury
shares |
|
|
Translation
reserve
from
foreign
operations |
|
|
Hedging
Reserve |
|
|
Interests
Transaction
reserve with
non-controlling
Interests |
|
|
Total |
|
|
Non-
controlling
Interests |
|
|
Total
Equity |
|
| |
|
€
in thousands |
|
| For the year ended December 31, 2023 (audited): | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| Balance as at January 1, 2023 | |
| 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 | ) | |
| 24,516 | | |
| - | | |
| 16,931 | | |
| 24,345 | | |
| 41,276 | |
| Total comprehensive loss for the year | |
| - | | |
| - | | |
| 2,219 | | |
| - | | |
| (7,585 | ) | |
| 24,516 | | |
| - | | |
| 19,150 | | |
| 22,751 | | |
| 41,901 | |
| Transactions with owners of the Company, recognized directly in equity: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Share-based payments | |
| - | | |
| 121 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 121 | | |
| - | | |
| 121 | |
| Balance as at December 31, 2023 | |
| 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
Unaudited
Condensed Consolidated Interim Statements of Changes in Equity (cont’d)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
Attributable to shareholders of
the Company |
|
|
|
|
|
|
|
| |
|
Share
capital |
|
|
Share
premium |
|
|
Accumulated
deficit |
|
|
Treasury
shares |
|
|
Translation
reserve
from foreign
operations |
|
|
Hedging
Reserve |
|
|
Interests
Transaction
reserve with
non-controlling
Interests |
|
|
Total |
|
|
Non-
controlling
Interests |
|
|
Total
Equity |
|
| |
|
Convenience translation into US$
(exchange rate as at September 30, 2024: euro 1 = US$ 1.119) |
|
| For the nine months ended September
30, 2024 (unaudited): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance as at January 1,
2024 |
|
|
28,667 |
|
|
|
96,433 |
|
|
|
(5,638 |
) |
|
|
(1,943 |
) |
|
|
431 |
|
|
|
4,381 |
|
|
|
6,376 |
|
|
|
128,707 |
|
|
|
11,311 |
|
|
|
140,018 |
|
| Profit (loss) for the period |
|
|
- |
|
|
|
- |
|
|
|
5,227 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
5,227 |
|
|
|
(1,553 |
) |
|
|
3,674 |
|
| Other comprehensive loss for the period |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(5,330 |
) |
|
|
3,858 |
|
|
|
- |
|
|
|
(1,472 |
) |
|
|
4,375 |
|
|
|
2,903 |
|
| Total comprehensive loss for the period |
|
|
- |
|
|
|
- |
|
|
|
5,227 |
|
|
|
- |
|
|
|
(5,330 |
) |
|
|
3,858 |
|
|
|
- |
|
|
|
3,755 |
|
|
|
2,822 |
|
|
|
6,577 |
|
| Transactions with owners of the Company,
recognized directly in equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Share-based payments |
|
|
- |
|
|
|
102 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
102 |
|
|
|
- |
|
|
|
102 |
|
| Balance as at September 30, 2024 |
|
|
28,667 |
|
|
|
96,535 |
|
|
|
(411 |
) |
|
|
(1,943 |
) |
|
|
(4,899 |
) |
|
|
8,239 |
|
|
|
6,376 |
|
|
|
132,564 |
|
|
|
14,133 |
|
|
|
146,697 |
|
Ellomay Capital Ltd. and
its Subsidiaries
Unaudited
Condensed Consolidated Interim Statements of Cash Flow
| |
|
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, |
|
| |
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
|
2023 |
|
|
2024 |
|
| |
|
€in thousands |
|
|
Convenience
Translation
into US$* |
|
| Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Profit for the period |
|
|
6,631 |
|
|
|
5,877 |
|
|
|
3,284 |
|
|
|
10,440 |
|
|
|
625 |
|
|
|
3,674 |
|
| Adjustments for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Financing income (expenses), net |
|
|
(611 |
) |
|
|
958 |
|
|
|
1,595 |
|
|
|
(598 |
) |
|
|
3,034 |
|
|
|
1,786 |
|
| Profit (loss) from settlement of derivatives contract |
|
|
(149 |
) |
|
|
- |
|
|
|
50 |
|
|
|
- |
|
|
|
- |
|
|
|
56 |
|
| Impairment losses on assets of disposal groups classified
as held-for-sale |
|
|
- |
|
|
|
- |
|
|
|
405 |
|
|
|
- |
|
|
|
2,565 |
|
|
|
453 |
|
| Depreciation and amortization |
|
|
4,111 |
|
|
|
4,031 |
|
|
|
12,390 |
|
|
|
12,095 |
|
|
|
16,473 |
|
|
|
13,868 |
|
| Share-based payment transactions |
|
|
30 |
|
|
|
31 |
|
|
|
91 |
|
|
|
93 |
|
|
|
121 |
|
|
|
102 |
|
| Share of profits of equity accounted investees |
|
|
(3,486 |
) |
|
|
(3,058 |
) |
|
|
(5,295 |
) |
|
|
(4,599 |
) |
|
|
(4,320 |
) |
|
|
(5,926 |
) |
| Payment of interest on loan from an equity accounted investee |
|
|
- |
|
|
|
1,468 |
|
|
|
- |
|
|
|
1,468 |
|
|
|
1,501 |
|
|
|
- |
|
| Change in trade receivables and other receivables |
|
|
(4 |
) |
|
|
457 |
|
|
|
(3,218 |
) |
|
|
1,015 |
|
|
|
(302 |
) |
|
|
(3,602 |
) |
| Change in other assets |
|
|
871 |
|
|
|
(595 |
) |
|
|
876 |
|
|
|
(750 |
) |
|
|
(681 |
) |
|
|
980 |
|
| Change in receivables from concessions project |
|
|
- |
|
|
|
683 |
|
|
|
793 |
|
|
|
1,519 |
|
|
|
1,778 |
|
|
|
888 |
|
| Change in trade payables |
|
|
554 |
|
|
|
1,696 |
|
|
|
(79 |
) |
|
|
287 |
|
|
|
(45 |
) |
|
|
(88 |
) |
| Change in other payables |
|
|
(2,052 |
) |
|
|
(126 |
) |
|
|
(293 |
) |
|
|
257 |
|
|
|
(2,235 |
) |
|
|
(328 |
) |
| Income tax expense (tax benefit) |
|
|
916 |
|
|
|
742 |
|
|
|
(77 |
) |
|
|
(461 |
) |
|
|
(1,852 |
) |
|
|
(87 |
) |
| Income taxes refund (paid) |
|
|
(133 |
) |
|
|
(419 |
) |
|
|
346 |
|
|
|
(439 |
) |
|
|
(912 |
) |
|
|
387 |
|
| Interest received |
|
|
226 |
|
|
|
1,059 |
|
|
|
1,932 |
|
|
|
2,412 |
|
|
|
2,936 |
|
|
|
2,162 |
|
| Interest paid |
|
|
(1,827 |
) |
|
|
(1,286 |
) |
|
|
(7,255 |
) |
|
|
(5,950 |
) |
|
|
(10,082 |
) |
|
|
(8,120 |
) |
| |
|
|
(1,554 |
) |
|
|
5,641 |
|
|
|
2,261 |
|
|
|
6,349 |
|
|
|
7,979 |
|
|
|
2,531 |
|
| Net cash provided by operating activities |
|
|
5,077 |
|
|
|
11,518 |
|
|
|
5,545 |
|
|
|
16,789 |
|
|
|
8,604 |
|
|
|
6,205 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Acquisition of fixed assets |
|
|
(30,453 |
) |
|
|
(24,015 |
) |
|
|
(50,046 |
) |
|
|
(51,483 |
) |
|
|
(58,848 |
) |
|
|
(56,014 |
) |
| Interest paid capitalized to fixed assets |
|
|
(507 |
) |
|
|
- |
|
|
|
(1,628 |
) |
|
|
- |
|
|
|
(2,283 |
) |
|
|
(1,822 |
) |
| Proceeds from sale of investments |
|
|
- |
|
|
|
- |
|
|
|
9,267 |
|
|
|
- |
|
|
|
- |
|
|
|
10,372 |
|
| Repayment of loan by an equity accounted investee |
|
|
- |
|
|
|
103 |
|
|
|
- |
|
|
|
103 |
|
|
|
1,324 |
|
|
|
- |
|
| Loan to an equity accounted investee |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(68 |
) |
|
|
(128 |
) |
|
|
- |
|
| Advances on account of investments |
|
|
(109 |
) |
|
|
- |
|
|
|
(163 |
) |
|
|
(421 |
) |
|
|
(421 |
) |
|
|
(182 |
) |
| Proceeds from advances on account of investments |
|
|
- |
|
|
|
2,277 |
|
|
|
- |
|
|
|
1,921 |
|
|
|
2,218 |
|
|
|
- |
|
| Proceeds in marketable securities |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
2,837 |
|
|
|
2,837 |
|
|
|
- |
|
| Investment in settlement of derivatives, net |
|
|
65 |
|
|
|
- |
|
|
|
224 |
|
|
|
- |
|
|
|
- |
|
|
|
251 |
|
| Proceeds from restricted cash, net |
|
|
38 |
|
|
|
- |
|
|
|
157 |
|
|
|
893 |
|
|
|
840 |
|
|
|
176 |
|
| Proceeds from (investment in) short term deposit |
|
|
79 |
|
|
|
165 |
|
|
|
(1,404 |
) |
|
|
(1,092 |
) |
|
|
(1,092 |
) |
|
|
(1,571 |
) |
| Net cash used in investing activities |
|
|
(30,887 |
) |
|
|
(21,470 |
) |
|
|
(43,593 |
) |
|
|
(47,310 |
) |
|
|
(55,553 |
) |
|
|
(48,790 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Issuance of warrants |
|
|
- |
|
|
|
- |
|
|
|
3,735 |
|
|
|
- |
|
|
|
- |
|
|
|
4,180 |
|
| Cost associated with long-term loans |
|
|
(545 |
) |
|
|
(481 |
) |
|
|
(2,011 |
) |
|
|
(1,187 |
) |
|
|
(1,877 |
) |
|
|
(2,251 |
) |
| Payment of principal of lease liabilities |
|
|
(179 |
) |
|
|
(189 |
) |
|
|
(665 |
) |
|
|
(966 |
) |
|
|
(1,156 |
) |
|
|
(744 |
) |
| Proceeds from long-term loans |
|
|
8,829 |
|
|
|
- |
|
|
|
19,307 |
|
|
|
21,370 |
|
|
|
32,157 |
|
|
|
21,609 |
|
| Repayment of long-term loans |
|
|
(441 |
) |
|
|
(517 |
) |
|
|
(7,108 |
) |
|
|
(6,990 |
) |
|
|
(12,736 |
) |
|
|
(7,956 |
) |
| Repayment of Debentures |
|
|
- |
|
|
|
- |
|
|
|
(35,845 |
) |
|
|
(17,763 |
) |
|
|
(17,763 |
) |
|
|
(40,119 |
) |
| Proceeds from issuance of Debentures, net |
|
|
11,966 |
|
|
|
- |
|
|
|
57,756 |
|
|
|
55,808 |
|
|
|
55,808 |
|
|
|
64,643 |
|
| Net cash provided by (used in) financing activities |
|
|
19,630 |
|
|
|
(1,187 |
) |
|
|
35,169 |
|
|
|
50,272 |
|
|
|
54,433 |
|
|
|
39,362 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Effect of exchange rate fluctuations on cash and cash
equivalents |
|
|
(1,408 |
) |
|
|
(632 |
) |
|
|
(220 |
) |
|
|
(4,110 |
) |
|
|
(2,387 |
) |
|
|
(246 |
) |
| Increase (decrease) in cash and cash equivalents |
|
|
(7,588 |
) |
|
|
(11,771 |
) |
|
|
(3,099 |
) |
|
|
15,641 |
|
|
|
5,097 |
|
|
|
(3,469 |
) |
| Cash and cash equivalents at the beginning of the period |
|
|
56,044 |
|
|
|
73,870 |
|
|
|
51,127 |
|
|
|
46,458 |
|
|
|
46,458 |
|
|
|
57,224 |
|
| Cash from (used in) disposal groups classified as held-for-sale |
|
|
- |
|
|
|
(430 |
) |
|
|
428 |
|
|
|
(430 |
) |
|
|
(428 |
) |
|
|
479 |
|
| Cash and cash equivalents at the end
of the period |
|
|
48,456 |
|
|
|
61,669 |
|
|
|
48,456 |
|
|
|
61,669 |
|
|
|
51,127 |
|
|
|
54,234 |
|
| * | Convenience
translation into US$ (exchange rate as at September 30, 2024: euro 1 = US$ 1.119) |
Ellomay Capital Ltd. and its
Subsidiaries
Operating
Segments (Unaudited)
| | |
Italy | | |
Spain | | |
USA | | |
Netherlands | | |
Israel | | |
| | |
| | |
| |
| | |
| | |
Subsidized
Solar | | |
28
MW | | |
Talasol | | |
| | |
| | |
| | |
Manara
Pumped | | |
| | |
Total
reportable | | |
| | |
Total | |
| | |
Solar | | |
Plants | | |
Solar | | |
Solar | | |
Solar | | |
Biogas | | |
Dorad | | |
Storage | | |
Solar* | | |
Segments | | |
Reconciliations | | |
Consolidated | |
| | |
For the nine months
ended September 30, 2024 | |
| | |
€
in thousands | |
| Revenues | |
| 1,727 | | |
| 2,118 | | |
| 1,294 | | |
| 15,249 | | |
| - | | |
| 11,401 | | |
| 55,123 | | |
| - | | |
| 278 | | |
| 87,190 | | |
| (55,401 | ) | |
| 31,789 | |
| Operating expenses | |
| (19 | ) | |
| (415 | ) | |
| (473 | ) | |
| (3,648 | ) | |
| - | | |
| (9,950 | ) | |
| (39,585 | ) | |
| - | | |
| (142 | ) | |
| (54,232 | ) | |
| 39,727 | | |
| (14,505 | ) |
| Depreciation
and amortization expenses | |
| (1 | ) | |
| (689 | ) | |
| (838 | ) | |
| (8,613 | ) | |
| - | | |
| (2,184 | ) | |
| (4,280 | ) | |
| - | | |
| (48 | ) | |
| (16,653 | ) | |
| 4,311 | | |
| (12,342 | ) |
| Gross
profit (loss) | |
| 1,707 | | |
| 1,014 | | |
| (17 | ) | |
| 2,988 | | |
| - | | |
| (733 | ) | |
| 11,258 | | |
| - | | |
| 88 | | |
| 16,305 | | |
| (11,363 | ) | |
| 4,942 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Adjusted
gross profit (loss) | |
| 1,707 | | |
| 1,014 | | |
| (17 | ) | |
| 2,988 | | |
| - | | |
| (733 | ) | |
| 11,258 | | |
| - | | |
| 317 | 2 | |
| 16,534 | | |
| (11,592 | ) | |
| 4,942 | |
| Project development costs | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (3,311 | ) |
| General and administrative
expenses | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (4,679 | ) |
| Share of income of equity
accounted investee | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 5,295 | |
| Other
income, net | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 2,885 | |
| Operating
profit | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 5,132 | |
| Financing income | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 6,977 | |
| Financing income in connection
with derivatives and warrants, net | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 2,762 | |
| Financing expenses in connection
with projects finance | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (4,646 | ) |
| Financing expenses in connection
with debentures | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (5,048 | ) |
| Interest expenses on minority
shareholder loan | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (1,616 | ) |
| Other financing expenses | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (428 | ) |
| Financing
expenses, net | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (1,999 | ) |
| Profit
before taxes on income | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 3,133 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Segment
assets as at September 30, 2024 | |
| 61,622 | | |
| 12,874 | | |
| 19,953 | | |
| 231,779 | | |
| 46,915 | | |
| 31,066 | | |
| 104,942 | | |
| 172,774 | | |
| - | | |
| 681,925 | | |
| (41,916 | ) | |
| 640,009 | |
| * | The results of the
Talmei Yosef solar plant are presented as a discontinued operation. |
| 2 | The
gross profit of the Talmei Yosef solar plant located in Israel is adjusted to include income
from the sale of electricity (approximately €1,264 thousand) and depreciation expenses
(approximately €757 thousand) under the fixed asset model, which were not recognized
as revenues and depreciation expenses, respectively, under the financial asset model as per
IFRIC 12. |
Ellomay Capital Ltd. and
its Subsidiaries
Reconciliation
of Profit to EBITDA (Unaudited)
| | |
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, | |
| | |
2024 | | |
2023 | | |
2024 | | |
2023 | | |
2023 | | |
2024 | |
| | |
€ in thousands | | |
Convenience
Translation
into US$ in
thousands* | |
| Net profit for the period | |
| 6,631 | | |
| 5,877 | | |
| 3,284 | | |
| 10,440 | | |
| 625 | | |
| 3,674 | |
| Financing (income) expenses, net | |
| (611 | ) | |
| 1,214 | | |
| 1,999 | | |
| (275 | ) | |
| 3,557 | | |
| 2,238 | |
| Taxes on income (Tax benefit) | |
| 916 | | |
| 579 | | |
| (72 | ) | |
| (637 | ) | |
| (1,436 | ) | |
| (81 | ) |
| Depreciation and amortization | |
| 4,111 | | |
| 3,921 | | |
| 12,342 | | |
| 11,747 | | |
| 16,012 | | |
| 13,814 | |
| EBITDA | |
| 11,047 | | |
| 11,591 | | |
| 17,553 | | |
| 21,275 | | |
| 18,758 | | |
| 19,645 | |
| * | Convenience translation
into US$ (exchange rate as at September 30, 2024: euro 1 = US$ 1.119) |
Ellomay Capital Ltd.
Information
for the Company’s Debenture Holders
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 April 18, 2024, and below.
Net Financial Debt
As of September 30, 2024,
the Company’s Net Financial Debt, (as such term is defined in the Deeds of Trust of the Company’s Debentures), was approximately
€115 million (consisting of approximately €303.23
million of short-term and long-term debt from banks and other interest bearing financial obligations, approximately €165.94
million in connection with the Series C Debentures issuances (in July 2019, October 2020, February 2021 and October 2021),
the Series D Convertible Debentures issuance (in February 2021), the Series E Secured Debentures issuance (in February 2023) and the
Series F Debentures issuance (in January 2024, April 2024 and August 2024)), net of approximately €50.9 million of cash and cash
equivalents, short-term deposits and marketable securities and net of approximately €303.25
million of project finance and related hedging transactions of the Company’s subsidiaries). The Net Financial Debt
and other information included in this disclosure do not include the private placement of Series F Debentures consummated in November
2024.
Discussion concerning Warning
Signs
Upon the
issuance of the Company’s Debentures, the Company undertook to comply with the “hybrid model disclosure requirements”
as determined by the Israeli Securities Authority and as described in the Israeli prospectuses published in connection with the public
offering of the company’s Debentures. This model provides that in the event certain financial “warning signs” exist
in the Company’s consolidated financial results or statements, and for as long as they exist, the Company will be subject to certain
disclosure obligations towards the holders of the Company’s Debentures.
One possible
“warning sign” is the existence of a working capital deficiency if the Company’s Board of Directors does not determine
that the working capital deficiency is not an indication of a liquidity problem. In examining the existence of warning signs as of September
30, 2024, the Company’s Board of Directors noted the working capital deficiency as of September 30, 2024, in the amount of approximately
€10.8 million. The Company’s Board of Directors reviewed the Company’s financial position, outstanding debt obligations
and the Company’s existing and anticipated cash resources and uses and determined that the existence of a working capital deficiency
as of September 30, 2024, does not indicate a liquidity problem. In making such determination, the Company’s Board of Directors
noted the following: (i) the issuance of additional Series F Debentures in consideration for approximately NIS 62.2 million, which was
completed after September 30, 2024 and therefore not reflected on the Company’s balance sheet, (ii) the execution of the agreement
to sell tax credits in connection with the US solar projects, which is expected to contribute approximately $19 million during the next
twelve months, and (iii) the positive cash flow generated by the Company’s operating subsidiaries during the year ended December
31, 2023 and the nine months ended September 30, 2024.
| 3 | 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. |
| 4 | The
amount of the debentures provided above includes an
amount of approximately €6.8 million associated costs, which was capitalized and discount
or premium and therefore offset from the debentures amount that is recorded in the Company’s
balance sheet. This amount also includes the accrued interest as at September 30,
2024 in the amount of approximately €0.4 million. |
| 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). |
Ellomay Capital Ltd.
Information
for the Company’s Debenture Holders (cont’d)
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 September 30, 2024, 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 €118.5 million, (ii) the ratio of the Company’s Net Financial Debt (as set forth above) to the Company’s
CAP, Net (defined as the Company’s Adjusted Shareholders’ Equity plus the Net Financial Debt) was 49.2%, and (iii) the ratio
of the Company’s Net Financial Debt to the Company’s Adjusted EBITDA,6
was 8.7
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, 2024:
| | |
For the
four-quarter
period
ended
September 30, 20247 | |
| | |
Unaudited | |
| | |
€ in thousands | |
| Loss for the period | |
| (8,239 | ) |
| Financing expenses, net | |
| 5,831 | |
| Taxes on income | |
| (871 | ) |
| Depreciation and amortization expenses | |
| 16,607 | |
| Share-based payments | |
| 119 | |
| Adjustment to revenues of the Talmei Yosef PV Plant due to calculation based
on the fixed asset model | |
| 875 | |
| Adjusted EBITDA as defined the Series C Deed of Trust | |
| 14,322 | |
| 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 solar 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
Deed of Trust governing our Series C Debentures provides that in the event the original accounting
standards (i.e., the accounting standards applicable to the Company’s financial results
for March 31, 2019), undergo a “material revision” (defined as a change of at
least 10% in the aggregate between the calculation of financial covenants according to the
revised accounting standards compared to the original accounting standards), the financial
covenants will be implemented based on the original accounting standards. Subsequent to the
issuance of the Series C Debentures, the Company implemented an amendment to IAS 16 (“Property,
Plant and Equipment”), which requires the Company to recognize revenues from newly
connected solar facilities commencing the connection to the grid and not commencing PAC as
required under the original accounting standards. Therefore, the Company’s Adjusted
EBITDA based on current accounting standards includes the results of solar plants in Italy
that were connected to the grid during the nine months ended September 30, 2024 but have
not achieved PAC as of September 30, 2024. As the change between the ratio of Net Financial
Debt to Adjusted EBITDA based on current accounting standards, compared to the same ratio
based on the original accounting standards constitutes a “material change” as
of September 30, 2024, the Company provides herein the calculation of Adjusted EBITDA and
Net Financial Debt to Adjusted EBITDA based on the original accounting standards, by eliminating
the results of the Italian solar facilities from the calculation of Adjusted EBITDA. |
Ellomay Capital Ltd.
Information
for the Company’s Debenture Holders (cont’d)
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, 2024, 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 €118.5 million, (ii) the ratio
of the Company’s Net Financial Debt (as set forth above) to the Company’s CAP, Net (defined as the Company’s Adjusted
Shareholders’ Equity plus the Net Financial Debt) was 49.2%, and (iii) the ratio of the Company’s Net Financial Debt to the
Company’s Adjusted EBITDA8 was 8.9
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, 2024:
| | |
For the
four-quarter
period
ended
September 30, 20249 | |
| | |
Unaudited | |
| | |
€ in thousands | |
| Loss for the period | |
| (8,239 | ) |
| Financing expenses, net | |
| 5,831 | |
| Taxes on income | |
| (871 | ) |
| Depreciation and amortization expenses | |
| 16,607 | |
| Share-based payments | |
| 119 | |
| Adjustment to revenues of the Talmei Yosef PV Plant due to calculation based
on the fixed asset model | |
| 875 | |
| Adjusted EBITDA as defined the Series D Deed of Trust | |
| 14,322 | |
| 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 Deed of
Trust governing our Series D Debentures provides that in the event the original accounting
standards (i.e., the accounting standards applicable to the Company’s financial results
for September 30, 2020), undergo a “material revision” (defined as a change of
at least 7.5% in the aggregate between the calculation of financial covenants according to
the revised accounting standards compared to the original accounting standards), the financial
covenants will be implemented based on the original accounting standards. Subsequent to the
issuance of the Series D Debentures, the Company implemented an amendment to IAS 16 (“Property,
Plant and Equipment”), which requires the Company to recognize revenues from newly
connected solar facilities commencing the connection to the grid and not commencing PAC as
required under the original accounting standards. Therefore, the Company’s Adjusted
EBITDA based on current accounting standards includes the results of solar plants in Italy
that were connected to the grid during the nine months ended September 30, 2024 but have
not achieved PAC as of September 30, 2024. As the change between the ratio of Net Financial
Debt to Adjusted EBITDA based on current accounting standards, compared to the same ratio
based on the original accounting standards constitutes a “material change” as
of September 30, 2024, the Company provides herein the calculation of Adjusted EBITDA and
Net Financial Debt to Adjusted EBITDA based on the original accounting standards, by eliminating
the results of the Italian solar facilities from the calculation of Adjusted EBITDA. |
Ellomay Capital Ltd.
Information
for the Company’s Debenture Holders (cont’d)
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 September
30, 2024, the Company was in compliance with the financial covenants set forth in the Series E Deed of Trust as follows: (i) the Company’s
Adjusted Shareholders’ Equity (as defined in the Series E Deed of Trust) was approximately €118.5 million, (ii) the ratio
of the Company’s Net Financial Debt (as set forth above) to the Company’s CAP, Net (defined as the Company’s Adjusted
Shareholders’ Equity plus the Net Financial Debt) was 49.2%, and (iii) the ratio of the Company’s Net Financial Debt to the
Company’s Adjusted EBITDA10 was 6.6.
The
following is a reconciliation between the Company’s loss and the Adjusted EBITDA (as defined in the Series E Deed of Trust) for
the four-quarter period ended September 30, 2024:
| | |
For the
four-quarter
period ended
September 30, 2024 | |
| | |
Unaudited | |
| | |
€ in thousands | |
| Loss for the period | |
| (6,531 | ) |
| Financing expenses, net | |
| 5,831 | |
| Taxes on income | |
| (871 | ) |
| Depreciation and amortization expenses | |
| 16,607 | |
| Share-based payments | |
| 119 | |
| Adjustment to revenues of the Talmei Yosef PV Plant due to calculation based on the fixed asset model | |
| 875 | |
Adjustment to data
relating to projects with a Commercial Operation Date during the four preceding quarters11 | |
| 1,428 | |
| Adjusted EBITDA as defined the Series E Deed of Trust | |
| 17,458 | |
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 September 30, 2024,
the value of the assets pledged to the holders of the Series E Debentures in the Company’s books (unaudited) is approximately €35
million (approximately NIS 145.3 million based on the exchange rate as of such date).
| 10 | 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.” |
| 11 | The
adjustment is based on the results of solar plants in Italy that were connected to the grid
and commenced delivery of electricity to the grid during the nine months ended September 30,
2024. As these solar plants have not reached PAC (Preliminary Acceptance Certificate) as
of September 30, 2024, the Company recorded revenues and only direct expenses in connection
with these solar plants. However, for the sake of caution, the Company included the expected
fixed expenses in connection with these solar plants in the calculation of the adjustment. |
Ellomay Capital Ltd. and
its Subsidiaries
Information
for the Company’s Debenture Holders (cont’d)
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 September
30, 2024, the Company was in compliance with the financial covenants set forth in the Series F Deed of Trust as follows: (i) the Company’s
Adjusted Shareholders’ Equity (as defined in the Series F Deed of Trust) was approximately €118.1 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 49.3%, and (iii) the ratio of the Company’s Net Financial Debt to the
Company’s Adjusted EBITDA12 was 6.6.
The
following is a reconciliation between the Company’s loss and the Adjusted EBITDA (as defined in the Series F Deed of Trust) for
the four-quarter period ended September 30, 2024:
| | |
For the
four-quarter
period ended
September 30, 2024 | |
| | |
Unaudited | |
| | |
€ in thousands | |
| Loss for the period | |
| (6,531 | ) |
| Financing expenses, net | |
| 5,831 | |
| Taxes on income | |
| (871 | ) |
| Depreciation and amortization expenses | |
| 16,607 | |
| Share-based payments | |
| 119 | |
| Adjustment to revenues of the Talmei Yosef PV Plant due to calculation based on the fixed asset model | |
| 875 | |
Adjustment
to data relating to projects with a Commercial Operation Date during the four preceding quarters13 | |
| 1,428 | |
| Adjusted EBITDA as defined the Series F Deed of Trust | |
| 17,458 | |
| 12 | 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.” |
| 13 | The
adjustment is based on the results of solar plants in Italy that were connected to the grid
and commenced delivery of electricity to the grid during the nine months ended September 30,
2024. As these solar plants have not reached PAC (Preliminary Acceptance Certificate) as
of September 30, 2024, the Company recorded revenues and only direct expenses in connection
with these solar plants. However, for the sake of caution, the Company included the expected
fixed expenses in connection with these solar plants in the calculation of the adjustment. |
Ellomay Capital (AMEX:ELLO)
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