/C O R R E C T I O N -- Ellomay Capital Ltd./
Ellomay Capital (NYSE American: ELLO) reported its financial results for the three months ended March 31, 2024, on June 30, 2024. The company saw a significant decrease in revenues, primarily due to reduced electricity prices in Spain, which dropped by 70% compared to the same period in 2023. Revenues for the quarter were approximately €8.2 million, compared to €11.7 million in Q1 2023. The company reported a loss from continuing operations of approximately €4.6 million, compared to a net profit of €3 million in the same period last year.
Operating expenses decreased by approximately €1.8 million, while project development costs increased to €1.4 million due to new solar projects in the USA, Italy, and Israel. Despite the drop in revenues, the company achieved a total comprehensive income of approximately €7.1 million, compared to a total comprehensive loss of €29.9 million in Q1 2023, mainly due to changes in the fair value of cash flow hedges.
Ellomay's key activities included the sale of a 9 MW solar plant in Talmei Yosef, ongoing solar projects in Spain, the USA, and Italy, and improvements in biogas plants in the Netherlands. The company also issued new debentures and options in Israel, raising significant capital for future projects.
- None.
- None.
In the news release, "Ellomay Capital Reports Results for the Three Months Ended March 31, 2024," issued on June 30, 2024 (15:30 ET) by Ellomay Capital over PR Newswire, we are advised by the company that certain results inadvertently included in the "Operating Segments" table should be replaced as follows: (1) in the column titled "Dorad": Revenues -
Ellomay Capital Reports Results for the Three Months Ended March 31, 2024
Financial Highlights
- Total assets as of March 31, 2024 amounted to approximately
€666.8 million , compared to total assets as of December 31, 2023 of approximately€612.9 million .
- Revenues1 for the three months ended March 31, 2024 were approximately
€8.2 million , compared to revenues of approximately€11.7 million for the three months ended March 31, 2023.
- Loss from continuing operations for the three months ended March 31, 2024 was approximately
€4.6 million , compared to net profit from continuing operations of approximately€3 million for the three months ended March 31, 2023. Loss for the three months ended March 31, 2024 was approximately€4.9 million , compared to net profit of approximately€3.3 million for the three months ended March 31, 2023.
- EBITDA for the three months ended March 31, 2024 was approximately
€1.6 million , compared to EBITDA of approximately€4.2 million for the three months ended March 31, 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 following the balance sheet date, 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 expected sale, the Company presents the results of this solar plant as a discontinued operation and the results for the three months ended March 31, 2023 were adjusted accordingly.
Financial Overview for the Three Months Ended March 31, 2024
- Revenues were approximately
€8.2 million for the three months ended March 31, 2024, compared to approximately€11.7 million for the three months ended March 31, 2023. The decrease in revenues mainly results from the decrease in electricity prices inSpain .
- Operating expenses were approximately
€4.6 million for the three months ended March 31, 2024, compared to approximately€6.4 million for the three months ended March 31, 2023. The decrease in operating expenses mainly results from a decrease in direct taxes on turnover 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 three months ended March 31, 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. Depreciation and amortization expenses were approximately€4.1 million for the three months ended March 31, 2024, compared to approximately€4 million for the three months ended March 31, 2023.
- Project development costs were approximately
€1.4 million for the three months ended March 31, 2024, compared to approximately€1.2 million for the three months ended March 31, 2023. The increase in project development costs is mainly due to development expenses in connection with solar projects in theUSA ,Italy , andIsrael .
- General and administrative expenses were approximately
€1.6 million for the three months ended March 31, 2024, compared to approximately€1.4 million for the three months ended March 31, 2023. The increase in general and administrative expenses is mostly due to higher consultancy expenses.
- The Company's share of profits of equity accounted investee, after elimination of intercompany transactions, was approximately
€1.3 million for the three months ended March 31, 2024, compared to approximately€1.2 million for the three months ended March 31, 2023. The increase in share of profits of equity accounted investee was mainly due to lower financing expenses incurred by Dorad for the period as a result of the CPI indexation of loans from banks.
- Financing expenses, net, were approximately
€3.3 million for the three months ended March 31, 2024, compared to financing income of approximately€1.7 million for the three months ended March 31, 2023. The increase in financing expenses, net, was mainly attributable to expenses resulting from exchange rate differences amounted to approximately€0.5 million for the three months ended March 31, 2024, compared to income resulting from exchange rate differences of approximately€4.4 million for the three months ended March 31, 2023, an aggregate change of approximately€5.1 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 the0.8% appreciation of the NIS against the euro during the three months ended March 31, 2024, compared to a4.8% devaluation of the NIS against the euro during the three months ended March 31, 2023. The increase in financing expenses was partially offset by an increase in financing income of approximately€0.5 million in connection with derivatives and warrants in the three months ended March 31, 2024, compared to the three months ended March 31, 2023.
- Tax benefit was approximately
€0.8 million for the three months ended March 31, 2024, compared to taxes on income of approximately€1.4 million in three months ended March 31, 2023. The change in tax is mainly due to deferred tax recorded in connection with carry forward loss for which deferred tax were not previously recorded, partially offset by the decrease in electricity prices inSpain , resulting in lower taxable income of the Company's Spanish subsidiaries.
- Loss from discontinued operation (net of tax) was approximately
€0.3 million for the three months ended March 31, 2024, compared to a profit from discontinued operation of approximately€0.2 million for the three months ended March 31, 2023.
- Loss for the three months ended March 31, 2024 was approximately
€4.9 million , compared to net profit of approximately€3.3 million for the three months ended March 31, 2023.
- Total other comprehensive income was approximately
€12 million for three months ended March 31, 2024, compared to total other comprehensive loss of approximately€26.6 million in three months ended March 31, 2023. The change in total other comprehensive loss 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 approximately80% 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 inEurope . 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
€7.1 million for the three months ended March 31, 2024, compared to total comprehensive loss of approximately€29.9 million for the three months ended March 31, 2023.
- EBITDA was approximately
€1.6 million for the three months ended March 31, 2024, compared to approximately€4.2 million for the three months ended March 31, 2023.
- Net cash from operating activities was approximately
€1.2 million for the three months ended March 31, 2024, compared to approximately€1.8 million for the three months ended March 31, 2023.
- On January 16, 2024, the Company issued in an Israeli public offering units consisting of an aggregate principal amount of NIS 170 million of its newly issued Series F Debentures, due March 31, 2030, and the Series 2 Options to purchase an aggregate of 1,020,000 ordinary shares at a price per share of
NIS 80 (subject to customary adjustments), which expire on January 5, 2028. The net proceeds of the offering, net of related expenses such as consultancy fee and commissions, were approximatelyNIS 165 million (approximately€40 million as of the issuance date).
On April 17, 2024, the Company issuedNIS 40 million par value of the Series F Debentures in a private placement to Israeli classified investors for an aggregate gross consideration of approximatelyNIS 37.8 million (approximately€9.4 million as of the issuance date), reflecting a price ofNIS 0.946 perNIS 1 principal amount of the Series F Debentures. Following completion of the private placement, the aggregate outstanding par value of the Company's Series F Debentures isNIS 210 million .
CEO Review for the First Quarter of 2024
Revenues in the first quarter of 2024 were approximately
Operating expenses in the first quarter of 2024 decreased by approximately
Activity in
In May 2024, the Ellomay Solar project (capacity of 28 MW) reached financial closing of project finance in the amount of
In the first quarter of 2024, the trend of a strong decrease in electricity prices in
Despite the significant drop in electricity prices in
Activity of Dorad:
In the first quarter of 2024, the Dorad power plant recorded an increase in profit, with net profit of approximately
Activity in the
In the
Activity in
In
New legislation in
Activity in
The Manara Cliff Pumped Storage Project (Company's share is
Development of Solar licenses combined with storage:
- 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 ofNIS 1.8 million and is in advanced negotiations with a local supplier for the execution of a long-term PPA. - 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.
- 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
During the first quarter of 2024, the operational improvement in the Company's biogas plants continued and high production levels were maintained. In addition, significant progress was made in the process of obtaining the licenses to increase production by about
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 18 of this press release.
About Ellomay Capital Ltd.
Ellomay is an Israeli based company whose shares are listed on the NYSE American and the Tel Aviv Stock Exchange under the trading symbol "ELLO". Since 2009, Ellomay Capital focuses its business in the renewable energy and power sectors in
To date, Ellomay has evaluated numerous opportunities and invested significant funds in the renewable, clean energy and natural resources industries in
- Approximately 335.9 MW of photovoltaic power plants in
Spain (including a 300 MW photovoltaic plant in owned by Talasol, which is51% owned by the Company) and approximately 9.95 MW of photovoltaic power plants inItaly ;
9.375% indirect interest in Dorad Energy Ltd., which owns and operates one ofIsrael's largest private power plants with production capacity of approximately 850MW, representing about6% -8% ofIsrael'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 photovoltaic plant with installed capacity of approximately 10 MW in the
Lazio Region ,Italy that is ready for connection to the grid;
- Ellomay Solar Italy Ten SRL that is construction a photovoltaic plant (18 MW) in
Italy ;
- Ellomay Solar Italy Four SRL (15.06 MW), Ellomay Solar Italy Five SRL (87.2 MW), Ellomay Solar Italy Seven SRL (54.77 MW), Ellomay Solar Italy Nine SRL (8 MW) and Ellomay Solar Italy Fifteen SRL (10 MW) that are developing photovoltaic projects in
Italy that have reached "ready to build" status; and
- Fairfield Solar Project, LLC (13.44 MW), Malakoff Solar I, LLC (6.96 MW) and Malakoff Solar II, LLC (6.96 MW), that are constructing photovoltaic plants and Mexia Solar I, LLC (5.6 MW), Mexia Solar II, LLC (5.6 MW), and Talco Solar, LLC (10.3 MW), that are developing photovoltaic projects that have reached "ready to build" status, all in the
Dallas Metropolitan area,Texas .
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, continued war and hostilities in
Contact:
Kalia Rubenbach (Weintraub)
CFO
Tel: +972 (3) 797-1111
Email: hilai@ellomay.com
Ellomay Capital Ltd. and its Subsidiaries | |||
Condensed Consolidated Statements of Financial Position | |||
March 31, | December 31, | March 31, | |
2024 | 2023 | 2024 | |
Unaudited | Audited | Unaudited | |
€ in thousands | Convenience Translation | ||
Assets | |||
Current assets: | |||
Cash and cash equivalents | 82,722 | 51,127 | 89,421 |
Short term deposits | 1,045 | 997 | 1,130 |
Restricted cash | 729 | 810 | 788 |
Intangible asset from green certificates | 436 | 553 | 471 |
Trade and other receivables | 12,229 | 11,717 | 13,219 |
Derivatives asset short-term | 1,403 | 275 | 1,517 |
Assets of disposal groups classified as held for sale | 27,959 | 28,297 | 30,223 |
126,523 | 93,776 | 136,769 | |
Non-current assets | |||
Investment in equity accounted investee | 33,354 | 31,772 | 36,055 |
Advances on account of investments | 898 | 898 | 971 |
Fixed assets | 421,149 | 407,982 | 455,255 |
Right-of-use asset | 31,738 | 30,967 | 34,308 |
Restricted cash and deposits | 16,343 | 17,386 | 17,667 |
Deferred tax | 5,559 | 8,677 | 6,009 |
Long term receivables | 11,164 | 10,446 | 12,068 |
Derivatives | 20,082 | 10,948 | 21,708 |
540,287 | 519,076 | 584,041 | |
Total assets | 666,810 | 612,852 | 720,810 |
Liabilities and Equity | |||
Current liabilities | |||
Current maturities of long-term bank loans | 9,710 | 9,784 | 10,496 |
Current maturities of long-term loans | 5,000 | 5,000 | 5,405 |
Current maturities of debentures | 34,478 | 35,200 | 37,270 |
Trade payables | 9,159 | 5,249 | 9,900 |
Other payables | 14,357 | 10,859 | 15,520 |
Current maturities of derivatives | - | 4,643 | - |
Current maturities of lease liabilities | 741 | 700 | 801 |
Liabilities of disposal groups classified as held for sale | 17,409 | 17,142 | 18,819 |
90,854 | 88,577 | 98,211 | |
Non-current liabilities | |||
Long-term lease liabilities | 24,488 | 23,680 | 26,471 |
Long-term bank loans | 238,999 | 237,781 | 258,354 |
Other long-term loans | 28,618 | 29,373 | 30,936 |
Debentures | 144,633 | 104,887 | 156,346 |
Deferred tax | 2,588 | 2,516 | 2,798 |
Other long-term liabilities | 4,379 | 939 | 4,734 |
443,705 | 399,176 | 479,639 | |
Total liabilities | 534,559 | 487,753 | 577,850 |
Equity | |||
Share capital | 25,613 | 25,613 | 27,687 |
Share premium | 86,189 | 86,159 | 93,169 |
Treasury shares | (1,736) | (1,736) | (1,877) |
Transaction reserve with non-controlling Interests | 5,697 | 5,697 | 6,158 |
Reserves | 10,955 | 4,299 | 11,842 |
Accumulated deficit | (8,650) | (5,037) | (9,351) |
Total equity attributed to shareholders of the Company | 118,068 | 114,995 | 127,628 |
Non-Controlling Interest | 14,183 | 10,104 | 15,332 |
Total equity | 132,251 | 125,099 | 142,960 |
Total liabilities and equity | 666,810 | 612,852 | 720,810 |
* Convenience translation into US$ (exchange rate as at March 31, 2024: |
Ellomay Capital Ltd. and its Subsidiaries | |||||
Condensed Consolidated Interim Statements of Profit or Loss and Other Comprehensive Income (Loss) | |||||
For the three months | For the year | For the three months | |||
2024 | **2023 | 2023 | 2024 | ||
Unaudited | Audited | Unaudited | |||
€ in thousands (except per share data) | Convenience | ||||
Revenues | 8,243 | 11,733 | 48,834 | 8,911 | |
Operating expenses | (4,563) | (6,368) | (22,861) | (4,933) | |
Depreciation and amortization expenses | (4,055) | (3,995) | (16,012) | (4,383) | |
Gross profit (loss) | (375) | 1,370 | 9,961 | (405) | |
Project development costs | (1,415) | (1,164) | (4,465) | (1,530) | |
General and administrative expenses | (1,620) | (1,433) | (5,283) | (1,751) | |
Share of profits of equity accounted investee | 1,286 | 1,178 | 4,320 | 1,390 | |
Operating profit (loss) | (2,124) | (49) | 4,533 | (2,296) | |
Financing income | 631 | 4,747 | 8,747 | 682 | |
Financing income in connection with derivatives and warrants, net | 536 | 86 | 251 | 579 | |
Financing expenses in connection with projects finance | (1,501) | (1,544) | (6,077) | (1,623) | |
Financing expenses in connection with debentures | (1,711) | (828) | (3,876) | (1,850) | |
Interest expenses on minority shareholder loan | (554) | (465) | (2,014) | (599) | |
Other financing expenses | (713) | (267) | (588) | (771) | |
Financing income (expenses), net | (3,312) | 1,729 | (3,557) | (3,582) | |
Profit (loss) before taxes on income | (5,436) | 1,680 | 976 | (5,878) | |
Tax benefit | 828 | 1,352 | 1,436 | 895 | |
Profit (loss) from continuing operations | (4,608) | 3,032 | 2,412 | (4,983) | |
Profit (loss) from discontinued operation (net of tax) | (312) | 242 | (1,787) | (337) | |
Profit (loss) for the period | (4,920) | 3,274 | 625 | (5,320) | |
Profit (loss) attributable to: | |||||
Owners of the Company | (3,613) | 4,081 | 2,219 | (3,906) | |
Non-controlling interests | (1,307) | (807) | (1,594) | (1,414) | |
Profit (loss) for the period | (4,920) | 3,274 | 625 | (5,320) | |
Other comprehensive income items | |||||
That after initial recognition in comprehensive income were | |||||
Foreign currency translation differences for foreign operations | 1,124 | (5,550) | (7,949) | 1,215 | |
Effective portion of change in fair value of cash flow hedges | 10,461 | 34,405 | 39,431 | 11,308 | |
Net change in fair value of cash flow hedges transferred to profit or loss | 457 | (2,231) | 9,794 | 494 | |
Total other comprehensive income | 12,042 | 26,624 | 41,276 | 13,017 | |
Total other comprehensive income attributable to: | |||||
Owners of the Company | 6,656 | 11,015 | 16,931 | 7,195 | |
Non-controlling interests | 5,386 | 15,609 | 24,345 | 5,822 | |
Total other comprehensive income | 12,042 | 26,624 | 41,276 | 13,017 | |
Total comprehensive income for the period | 7,122 | 29,898 | 41,901 | 7,697 | |
Total comprehensive income for the period attributable to: | |||||
Owners of the Company | 3,043 | 15,096 | 19,150 | 3,289 | |
Non-controlling interests | 4,079 | 14,802 | 22,751 | 4,408 | |
Total comprehensive income for the period | 7,122 | 29,898 | 41,901 | 7,697 | |
* Convenience translation into US$ (exchange rate as at March 31, 2024: | |||||
** 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. |
Ellomay Capital Ltd. and its Subsidiaries | ||||
Condensed Consolidated Interim Statements of Profit or Loss and Other Comprehensive Income (Loss) (con't) | ||||
For the three months | For the year | For the three months | ||
2024 | 2023 | 2023 | 2024 | |
Unaudited | Audited | Unaudited | ||
€ in thousands (except per share data) | Convenience | |||
Basic profit (loss) per share | (0.28) | 0.27 | 0.17 | (0.31) |
Diluted profit (loss) per share | (0.28) | 0.27 | 0.17 | (0.31) |
Basic profit (loss) per share continuing operations | (0.31) | 0.25 | 0.31 | (0.34) |
Diluted profit (loss) per share continuing operations | (0.31) | 0.25 | 0.31 | (0.34) |
Basic profit (loss) per share discontinued operation | (0.02) | 0.02 | (0.14) | (0.02) |
Diluted profit (loss) per share discontinued operation | (0.02) | 0.02 | (0.14) | (0.02 |
* Convenience translation into US$ (exchange rate as at March 31, 2023: |
Ellomay Capital Ltd. and its Subsidiaries | ||||||||||
Condensed Consolidated Interim Statements of Changes in Equity | ||||||||||
Attributable to shareholders of the Company | Non- controlling | Total | ||||||||
Interests | Equity | |||||||||
Share capital |
Share premium |
Accumulated Deficit |
Treasury shares |
Translation reserve from foreign operations |
Hedging Reserve | Interests Transaction reserve with non-controlling Interests |
Total | |||
€ in thousands | ||||||||||
For the three months | ||||||||||
ended March 31, 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 |
Loss for the period | - | - | (3,613) | - | - | - | - | (3,613) | (1,307) | (4,920) |
Other comprehensive income for the period | - | - | - | - | 1,088 | 5,568 | - | 6,656 | 5,386 | 12,042 |
Total comprehensive income for the period | - | - | (3,613) | - | 1,088 | 5,568 | - | 3,043 | 4,079 | 7,122 |
Transactions with owners of the Company, recognized directly in equity: | ||||||||||
Share-based payments | - | 30 | - | - | - | - | - | 30 | - | 30 |
Balance as at March 31, 2024 | 25,613 | 86,189 | (8,650) | (1,736) | 1,473 | 9,482 | 5,697 | 118,068 | 14,183 | 132,251 |
For the three months | ||||||||||
ended March 31, 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 for the period | - | - | 4,081 | - | - | - | - | 4,081 | (807) | 3,274 |
Other comprehensive income for the period | - | - | - | - | (5,292) | 16,307 | - | 11,015 | 15,609 | 26,624 |
Total comprehensive income for the period | - | - | 4,081 | - | (5,292) | 16,307 | - | 15,096 | 14,802 | 29,898 |
Transactions with owners of the Company, | ||||||||||
Share-based payments | - | 31 | - | - | - | - | - | 31 | - | 31 |
Balance as at March 31, 2023 | 25,613 | 86,069 | (3,175) | (1,736) | 2,678 | (4,295) | 5,697 | 110,851 | 2,155 | 113,006 |
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, 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 for the year | - | - | 2,219 | - | - | - | - | 2,219 | (1,594) | 625 |
Other comprehensive income for the year | - | - | - | - | (7,585) | 24,516 | - | 16,931 | 24,345 | 41,276 |
Total comprehensive income for the year | - | - | 2,219 | - | (7,585) | 24,516 | - | 19,150 | 22,751 | 41,901 |
Transactions with owners of the Company, | ||||||||||
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 | ||||||||||
Condensed Consolidated Interim Statements of Changes in Equity (cont'd) | ||||||||||
Attributable to shareholders of the Company | Non- controlling | Total | ||||||||
Interests | Equity | |||||||||
Share capital |
Share premium |
Accumulated Deficit |
Treasury shares |
Translation reserve from foreign operations |
Hedging Reserve | Interests Transaction reserve with non-controlling Interests |
Total | |||
Convenience translation into US$ (exchange rate as at March 31, 2024: | ||||||||||
For the three months | ||||||||||
ended March 31, 2024 (unaudited): | ||||||||||
Balance as at January 1, 2024 | 27,687 | 93,137 | (5,445) | (1,877) | 416 | 4,231 | 6,158 | 124,307 | 10,924 | 135,231 |
Loss for the period | - | - | (3,906) | - | - | - | - | (3,906) | (1,414) | (5,320) |
Other comprehensive income for the period | - | - | - | - | 1,176 | 6,019 | - | 7,195 | 5,822 | 13,017 |
Total comprehensive income for the period | - | - | (3,906) | - | 1,176 | 6,019 | - | 3,289 | 4,408 | 7,697 |
Transactions with owners of the Company, | ||||||||||
Share-based payments | - | 32 | - | - | - | - | - | 32 | - | 32 |
Balance as at March 31, 2024 | 27,687 | 93,169 | (9,351) | (1,877) | 1,592 | 10,250 | 6,158 | 127,628 | 15,332 | 142,960 |
Ellomay Capital Ltd. and its Subsidiaries | ||||
Condensed Consolidated Interim Statements of Cash Flow | ||||
For the three months | For the year | For the three months | ||
2024 | 2023 | 2023 | 2024 | |
Unaudited | Audited | Unaudited | ||
€ in thousands | Convenience | |||
Cash flows from operating activities | ||||
Profit (loss) for the period | (4,920) | 3,274 | 625 | (5,320) |
Adjustments for: | ||||
Financing expenses (income), net | 3,167 | (2,023) | 3,034 | 3,425 |
Impairment losses on assets of disposal groups classified as held-for-sale | 601 | - | 2,565 | 650 |
Depreciation and amortization | 4,084 | 4,115 | 16,473 | 4,414 |
Share-based payment transactions | 30 | 31 | 121 | 32 |
Share of profit of equity accounted investees | (1,286) | (1,178) | (4,320) | (1,390) |
Payment of interest on loan from an equity accounted investee | - | - | 1,501 | - |
Change in trade receivables and other receivables | (2,342) | (1,373) | (302) | (2,532) |
Change in other assets | - | (120) | (681) | - |
Change in receivables from concessions project | 315 | 257 | 1,778 | 341 |
Change in trade payables | (68) | (876) | (45) | (74) |
Change in other payables | 2,796 | 1,417 | (2,235) | 3,022 |
Income tax benefit | (805) | (1,256) | (1,852) | (870) |
Income taxes refund (paid) | 564 | - | (912) | 610 |
Interest received | 907 | 493 | 2,936 | 980 |
Interest paid | (1,892) | (923) | (10,082) | (2,045) |
6,071 | (1,436) | 7,979 | 6,563 | |
Net cash from operating activities | 1,151 | 1,838 | 8,604 | 1,243 |
Cash flows from investing activities | ||||
Acquisition of fixed assets | (9,020) | (13,331) | (58,848) | (9,750) |
Interest paid capitalized to fixed assets | - | - | (2,283) | - |
Repayment of loan to an equity accounted investee | - | - | 1,324 | - |
Loan to an equity accounted investee | - | (60) | (128) | - |
Advances on account of investments | - | (382) | (421) | - |
Proceeds from advances on account of investments | - | - | 2,218 | - |
Proceeds in marketable securities | - | 2,837 | 2,837 | - |
Investment in settlement of derivatives, net | 14 | - | - | 15 |
Proceed from restricted cash, net | 1,153 | 893 | 840 | 1,246 |
Investment in short-term deposits | (28) | (21,945) | (1,092) | (30) |
Net cash used in investing activities | (7,881) | (31,988) | (55,553) | (8,519) |
Cash flows from financing activities | ||||
Issuance of warrants | 3,735 | - | - | 4,037 |
Cost associated with long term loans | (638) | (315) | (1,877) | (690) |
Payment of principal of lease liabilities | (299) | (200) | (1,156) | (323) |
Proceeds from long-term loans | 380 | 764 | 32,157 | 411 |
Repayment of long-term loans | (2,357) | (686) | (12,736) | (2,548) |
Repayment of debentures | - | - | (17,763) | - |
Proceeds from issuance of debentures, net | 36,450 | 55,808 | 55,808 | 39,402 |
Net cash from financing activities | 37,271 | 55,371 | 54,433 | 40,289 |
Effect of exchange rate fluctuations on cash and cash equivalents | 1,667 | (1,942) | (2,387) | 1,804 |
Increase in cash and cash equivalents | 32,208 | 23,279 | 5,097 | 34,817 |
Cash and cash equivalents at the beginning of year | 51,555 | 46,458 | 46,458 | 55,730 |
Cash from disposal groups classified as held-for-sale | (1,041) | - | (428) | (1,125) |
Cash and cash equivalents at the end of the period | 82,722 | 69,737 | 51,127 | 89,422 |
* Convenience translation into US$ (exchange rate as at March 31, 2024: |
Ellomay Capital Ltd. and its Subsidiaries | ||||||||||||
Operating Segments | ||||||||||||
Total | ||||||||||||
Subsidized | 28 MV | reportable | Total | |||||||||
PV | Plants | PV | Talasol | PV | Biogas | Dorad | Manara | PV* | segments | Reconciliations | consolidated | |
For the three months ended March 31, 2024 | ||||||||||||
€ in thousands | ||||||||||||
Revenues | 71 | 740 | 245 | 3,180 | - | 4,007 | 14,392 | - | 288 | 22,923 | (14,680) | 8,243 |
Operating expenses | - | (131) | (218) | (912) | - | (3,302) | (10,290) | - | (83) | (14,936) | 10,373 | (4,563) |
Depreciation expenses | - | (229) | (237) | (2,871) | - | (712) | (1,308) | - | (29) | (5,386) | 1,331 | (4,055) |
Gross profit (loss) | 71 | 380 | (210) | (603) | - | (7) | 2,794 | - | 176 | 2,601 | (2,976) | (375) |
Adjusted gross profit (loss) | 71 | 380 | (210) | (603) | - | (7) | 2,794 | - | (1,454) | 971 | (1,346) | (375) |
Project development costs | (1,415) | |||||||||||
General and administrative expenses | (1,620) | |||||||||||
Share of loss of equity accounted investee | 1,286 | |||||||||||
Operating profit | (2,124) | |||||||||||
Financing income | 631 | |||||||||||
Financing income in connection | ||||||||||||
with derivatives and warrants, net | 536 | |||||||||||
Financing expenses in connection with projects finance | (1,501) | |||||||||||
Financing expenses in connection with debentures | (1,711) | |||||||||||
Interest expenses on minority shareholder loan | (554) | |||||||||||
Other financing expenses | (713) | |||||||||||
Financing expenses, net | (3,312) | |||||||||||
Loss before taxes on income | (5,436) | |||||||||||
Segment assets as at March 31, 2024 | 46,213 | 13,289 | 18,455 | 233,200 | 15,647 | 31,105 | 100,514 | 174,819 | 27,959 | 661,201 | 5,609 | 666,810 |
* The results of the Talmei Yosef solar plant are presented as a discontinued operation. |
Ellomay Capital Ltd. and its Subsidiaries | ||||
Reconciliation of Profit (Loss) to EBITDA | ||||
For the three months | For the year | For the three months | ||
2024 | **2023 | 2023 | 2024 | |
€ in thousands | Convenience | |||
Net profit (loss) for the period | (4,920) | 3,274 | 625 | (5,320) |
Financing expenses (income), net | 3,312 | (1,729) | 3,557 | 3,582 |
Tax benefit | (828) | (1,352) | (1,436) | (895) |
Depreciation and amortization expenses | 4,055 | 3,995 | 16,012 | 4,383 |
EBITDA | 1,619 | 4,188 | 18,758 | 1,750 |
* Convenience translation into US$ (exchange rate as at March 31, 2024: | ||||
** The results of the Talmei Yosef PV Plant have been reclassified as a discontinued operation and the results for these periods have been adjusted accordingly. |
Ellomay Capital Ltd. and its Subsidiaries
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 7, 2023, and below.
Net Financial Debt
As of March 31, 2024, the Company's Net Financial Debt, (as such term is defined in the Deeds of Trust of the Company's Debentures), was approximately
Ellomay Capital Ltd. and its Subsidiaries
Information for the Company's Debenture Holders (con't)
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, 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
The following is a reconciliation between the Company's profit and the Adjusted EBITDA (as defined in the Series C Deed of Trust) for the four-quarter period ended March 31, 2024:
For the four-quarter period | |
Unaudited | |
€ in thousands | |
Loss for the period | (7,569) |
Financing expenses, net | 8,892 |
Tax benefit | (1,008) |
Depreciation and amortization expenses | 15,952 |
Share-based payments | 120 |
Adjustment to revenues of the Talmei Yosef PV Plant due to | 2,331 |
Adjusted EBITDA as defined the Series C Deed of Trust | 18,718 |
Ellomay Capital Ltd. and its Subsidiaries
Information for the Company's Debenture Holders (con't)
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, 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
The following is a reconciliation between the Company's profit and the Adjusted EBITDA (as defined in the Series D Deed of Trust) for the four-quarter period ended March 31, 2024:
For the four-quarter period | |
Unaudited | |
€ in thousands | |
Loss for the period | (7,569) |
Financing expenses, net | 8,892 |
Tax benefit | (1,008) |
Depreciation and amortization expenses | 15,952 |
Share-based payments | 120 |
Adjustment to revenues of the Talmei Yosef PV Plant due to | 2,331 |
Adjusted EBITDA as defined the Series D Deed of Trust | 18,718 |
Ellomay Capital Ltd. and its Subsidiaries
Information for the Company's Debenture Holders (con't)
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 March 31, 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
The following is a reconciliation between the Company's profit and the Adjusted EBITDA (as defined in the Series E Deed of Trust) for the four-quarter period ended March 31, 2024:
For the four-quarter period | |
Unaudited | |
€ in thousands | |
Loss for the period | (7,569) |
Financing expenses, net | 8,892 |
Tax benefit | (1,008) |
Depreciation and amortization expenses | 15,952 |
Share-based payments | 120 |
Adjustment to revenues of the Talmei Yosef PV Plant due to | 2,331 |
Adjusted EBITDA as defined the Series E Deed of Trust | 18,718 |
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 March 31, 2024, the value of the assets pledged to the holders of the Series E Debentures in the Company's books (unaudited) is approximately
Ellomay Capital Ltd. and its Subsidiaries
Information for the Company's Debenture Holders (con't)
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 March 31, 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
The following is a reconciliation between the Company's profit and the Adjusted EBITDA (as defined in the Series F Deed of Trust) for the four-quarter period ended March 31, 2024:
For the four-quarter period | |
Unaudited | |
€ in thousands | |
Loss for the period | (7,569) |
Financing expenses, net | 8,892 |
Tax benefit | (1,008) |
Depreciation and amortization expenses | 15,952 |
Share-based payments | 120 |
Adjustment to revenues of the Talmei Yosef PV Plant due to | 2,331 |
Adjusted EBITDA as defined the Series F Deed of Trust | 18,718 |
- The revenues presented in the Company's financial results included in this press release are based on IFRS and do not take into account the adjustments included in the Company's investor presentation.
- The amount of short-term and long-term debt from banks and other interest-bearing financial obligations provided above, includes an amount of approximately
€4.7 million costs associated with such debt, which was capitalized and therefore offset from the debt amount that is recorded in the Company's balance sheet. - The amount of the debentures provided above includes an amount of approximately
€1.6 million associated costs, which was capitalized and therefore offset from the debentures amount that is recorded in the Company's balance sheet. - The project finance amount deducted from the calculation of Net Financial Debt includes project finance obtained from various sources, including financing entities and the minority shareholders in project companies held by the Company (provided in the form of shareholders' loans to the project companies).
- The term "Adjusted EBITDA" is defined in the Series C Deed of Trust as earnings before financial expenses, net, taxes, depreciation and amortization, where the revenues from the Company's operations, such as the Talmei Yosef PV Plant, are calculated based on the fixed asset model and not based on the financial asset model (IFRIC 12), and before share-based payments. The Series C Deed of Trust provides that for purposes of the financial covenant, the Adjusted EBITDA will be calculated based on the four preceding quarters, in the aggregate. The Adjusted EBITDA is presented in this press release as part of the Company's undertakings towards the holders of its Series C Debentures. For a general discussion of the use of non-IFRS measures, such as EBITDA and Adjusted EBITDA see above under "Use of Non-IFRS Financial Measures."
- The term "Adjusted EBITDA" is defined in the Series D Deed of Trust as earnings before financial expenses, net, taxes, depreciation and amortization, where the revenues from the Company's operations, such as the Talmei Yosef PV Plant, are calculated based on the fixed asset model and not based on the financial asset model (IFRIC 12), and before share-based payments, when the data of assets or projects whose Commercial Operation Date (as such term is defined in the Series D Deed of Trust) occurred in the four quarters that preceded the relevant date will be calculated based on Annual Gross Up (as such term is defined in the Series D Deed of Trust). The Series D Deed of Trust provides that for purposes of the financial covenant, the Adjusted EBITDA will be calculated based on the four preceding quarters, in the aggregate. The Adjusted EBITDA is presented in this press release as part of the Company's undertakings towards the holders of its Series D Debentures. For a general discussion of the use of non-IFRS measures, such as EBITDA and Adjusted EBITDA see above under "Use of Non-IFRS Financial Measures."
- The term "Adjusted EBITDA" is defined in the Series E Deed of Trust as earnings before financial expenses, net, taxes, depreciation and amortization, where the revenues from the Company's operations, such as the Talmei Yosef PV Plant, are calculated based on the fixed asset model and not based on the financial asset model (IFRIC 12), and before share-based payments, when the data of assets or projects whose Commercial Operation Date (as such term is defined in the Series E Deed of Trust) occurred in the four quarters that preceded the relevant date will be calculated based on Annual Gross Up (as such term is defined in the Series E Deed of Trust). The Series E Deed of Trust provides that for purposes of the financial covenant, the Adjusted EBITDA will be calculated based on the four preceding quarters, in the aggregate. The Adjusted EBITDA is presented in this press release as part of the Company's undertakings towards the holders of its Series E Debentures. For a general discussion of the use of non-IFRS measures, such as EBITDA and Adjusted EBITDA see above under "Use of Non-IFRS Financial Measures."
- The term "Adjusted EBITDA" is defined in the Series F Deed of Trust as earnings before financial expenses, net, taxes, depreciation and amortization, where the revenues from the Company's operations, such as the Talmei Yosef PV Plant, are calculated based on the fixed asset model and not based on the financial asset model (IFRIC 12), and before share-based payments, when the data of assets or projects whose Commercial Operation Date (as such term is defined in the Series F Deed of Trust) occurred in the four quarters that preceded the relevant date will be calculated based on Annual Gross Up (as such term is defined in the Series F Deed of Trust). The Series F Deed of Trust provides that for purposes of the financial covenant, the Adjusted EBITDA will be calculated based on the four preceding quarters, in the aggregate. The Adjusted EBITDA is presented in this press release as part of the Company's undertakings towards the holders of its Series F Debentures. For a general discussion of the use of non-IFRS measures, such as EBITDA and Adjusted EBITDA see above under "Use of Non-IFRS Financial Measures."
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SOURCE Ellomay Capital Ltd.
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