Ellomay Capital Reports Results for the Three Months Ended March 31, 2024
TEL-AVIV, Israel, June 30, 2024 /PRNewswire/ -- Ellomay Capital Ltd. (NYSE American: ELLO) (TASE: ELLO) ("Ellomay" or the "Company"), a renewable energy and power generator and developer of renewable energy and power projects in Europe, Israel and the USA, today reported its unaudited financial results for the three month period ended March 31, 2024.
Financial Highlights
-- Total assets as of March 31, 2024 amounted to approximately EUR666.8
million, compared to total assets as of December 31, 2023 of
approximately EUR612.9 million.
-- Revenues(1) for the three months ended March 31, 2024 were approximately
EUR8.2 million, compared to revenues of approximately EUR11.7 million
for the three months ended March 31, 2023.
-- Loss from continuing operations for the three months ended March 31,
2024 was approximately EUR4.6 million, compared to net profit from
continuing operations of approximately EUR3 million for the three months
ended March 31, 2023. Loss for the three months ended March 31, 2024 was
approximately EUR4.9 million, compared to net profit of approximately
EUR3.3 million for the three months ended March 31, 2023.
-- EBITDA for the three months ended March 31, 2024 was approximately
EUR1.6 million, compared to EBITDA of approximately EUR4.2 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 EUR10.6 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 EUR8.2 million for the three months ended
March 31, 2024, compared to approximately EUR11.7 million for the three
months ended March 31, 2023. The decrease in revenues mainly results
from the decrease in electricity prices in Spain.
-- Operating expenses were approximately EUR4.6 million for the three
months ended March 31, 2024, compared to approximately EUR6.4 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 EUR4.1 million
for the three months ended March 31, 2024, compared to approximately
EUR4 million for the three months ended March 31, 2023.
-- Project development costs were approximately EUR1.4 million for the
three months ended March 31, 2024, compared to approximately EUR1.2
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 the USA, Italy, and Israel.
-- General and administrative expenses were approximately EUR1.6 million
for the three months ended March 31, 2024, compared to approximately
EUR1.4 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 EUR1.3
million for the three months ended March 31, 2024, compared to
approximately EUR1.2 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 EUR3.3 million for the three
months ended March 31, 2024, compared to financing income of
approximately EUR1.7 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 EUR0.5 million for the three months ended March 31, 2024,
compared to income resulting from exchange rate differences of
approximately EUR4.4 million for the three months ended March 31, 2023,
an aggregate change of approximately EUR5.1 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 the 0.8% appreciation of the
NIS against the euro during the three months ended March 31, 2024,
compared to a 4.8% 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
EUR0.5 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 EUR0.8 million for the three months ended
March 31, 2024, compared to taxes on income of approximately EUR1.4
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 in Spain, resulting in
lower taxable income of the Company's Spanish subsidiaries.
-- Loss from discontinued operation (net of tax) was approximately EUR0.3
million for the three months ended March 31, 2024, compared to a profit
from discontinued operation of approximately EUR0.2 million for the
three months ended March 31, 2023.
-- Loss for the three months ended March 31, 2024 was approximately EUR4.9
million, compared to net profit of approximately EUR3.3 million for the
three months ended March 31, 2023.
-- Total other comprehensive income was approximately EUR12 million for
three months ended March 31, 2024, compared to total other comprehensive
loss of approximately EUR26.6 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 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 EUR7.1 million for the
three months ended March 31, 2024, compared to total comprehensive loss
of approximately EUR29.9 million for the three months ended March 31,
2023.
-- EBITDA was approximately EUR1.6 million for the three months ended March
31, 2024, compared to approximately EUR4.2 million for the three months
ended March 31, 2023.
-- Net cash from operating activities was approximately EUR1.2 million for
the three months ended March 31, 2024, compared to approximately EUR1.8
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
approximately NIS 165 million (approximately EUR40 million as of the
issuance date).On April 17, 2024, the Company issued NIS 40 million par
value of the Series F Debentures in a private placement to Israeli
classified investors for an aggregate gross consideration of
approximately NIS 37.8 million (approximately EUR9.4 million as of the
issuance date), reflecting a price of NIS 0.946 per NIS 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 is NIS 210 million.
CEO Review for the First Quarter of 2024
Revenues in the first quarter of 2024 were approximately EUR8.2 million, compared to revenues of approximately EUR11.7 million in the corresponding quarter last year. Most of the decrease in revenues was due to the drop in prices in Spain, which subtracted approximately EUR3 million from the revenues.
Operating expenses in the first quarter of 2024 decreased by approximately EUR1.8 million compared to the corresponding quarter last year. Project development expenses in the first quarter of 2024 increased by approximately EUR0.3 million compared to the corresponding quarter last year. Project development expenses included non-recurring expenses of approximately EUR0.8 million. Excluding such non-recurring expenses, there was a decrease in project development expenses.
Activity in Spain:
In May 2024, the Ellomay Solar project (capacity of 28 MW) reached financial closing of project finance in the amount of EUR10 million for 16 years at an annual interest rate, fixed through an interest rate swap deal, of approximately 3%. After receiving the financing, the majority of the equity invested in the project was returned.
In the first quarter of 2024, the trend of a strong decrease in electricity prices in Europe continued, with the exception of Italy where prices remained stable. The decrease in electricity prices in Spain was approximately 70% compared to the corresponding quarter in 2023. The most significant decrease was in March 2024, in which prices decreased by approximately 90% compared to the corresponding quarter in 2023. The main reasons for the decrease in prices in Spain during the first quarter are the relatively warm winter by 6 to 8 degrees (Celsius) above average on the one hand and substantial rainfall that caused a sharp increase in hydroelectric power generation on the other hand, when in March alone the power generation from hydro sources jumped from 2000 GW in the corresponding month in 2023 to 4700 GW. The high output of hydroelectricity also caused a corresponding decrease in the prices of green certificates. A return to normative prices was recorded only in June 2024. In the Company's estimation, this is an unusual event that affected the entire electricity sector in Europe.
Despite the significant drop in electricity prices in Spain, the Company's revenues from the sale of electricity in Spain for the first quarter of 2024 did not decrease at the same rate, and stood at approximately EUR4.2 million, compared to revenues of approximately EUR7.2 million in the corresponding quarter last year. The main reason for the significant drop in electricity prices in Spain not fully impacting the Company's revenues is that most of the electricity the Company sells in Spain is under a long-term PPA.
Activity of Dorad:
In the first quarter of 2024, the Dorad power plant recorded an increase in profit, with net profit of approximately NIS 65.6 million, an increase of approximately NIS 11.7 million compared to the corresponding quarter 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. In addition, as of July 1, 2024, the power plant will participate in the system manager's supply tenders.
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. Completion of construction and connection to the grid of two projects (in an aggregate capacity of approximately 27 MW) is expected by the end of 2024 and of the other two projects (in an aggregate capacity of approximately 22 MW) is expected in early 2025. Additional projects with an aggregate capacity of approximately 30-40 MW intended for construction in 2025 are under development.
Activity in Italy:
In Italy, the construction of a solar project with a capacity of approximately 18 MW (ELLO 10) has begun, and its construction is expected to be completed in September 2024, this is in addition to solar projects with a capacity of 20 MW whose construction has been completed. Of the 20 MW whose construction has been completed, 10 MW were connected to the grid in the first quarter of 2024 and another 10 MW are expected to be connected soon. Therefore, the increase in income from the sale of electricity in Italy will be reflected mainly in the second half of 2024. The construction prices of solar projects in Italy are declining from record levels of approximately EUR900 thousand per MW to approximately EUR675 thousand as of today, and the trend may continue. The Company is negotiating with the contractor for construction agreements adjusted to the new market prices. In addition to the 20 MW built and the 18 MW under construction, the Company has 467 MW of solar projects under development, of which 165 MW are ready for construction and 302 MW are in very advanced stages.
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 located on agricultural land. The Company estimates that new possibilities are emerging for obtaining a PPA in Italy, therefore it is expected that project financing will be possible more easily and at lower costs. Considering these developments, and the decrease in construction costs, the Company believes that its decision to slow down the pace of construction commencements to meet lower construction and financing costs was correct. Electricity prices in Italy maintain a stable level. Italy is the only country in Europe where no negative electricity prices were recorded. The main reason is local gas-based electricity generation, and no change is expected in the short and medium term.
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 ten 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 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 50% in the three plants. Increasing production will require only small investments and is expected to increase income and EBITDA. The establishment of the new government in the Netherlands enables the continuation of the legislative process mandating the obligation to mix green gas with fossil gas and the conclusion of the legislative process is expected soon. 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 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 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 photovoltaic power plants in Spain (including
a 300 MW photovoltaic plant in owned by Talasol, which is 51% owned by
the Company) and approximately 9.95 MW of photovoltaic 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 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 Israel and Gaza, regulatory changes, including extension of current or approval of new rules and regulations increasing the operating expenses of manufacturers of renewable energy in Spain, increases in interest rates 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 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
Condensed Consolidated Statements of Financial Position
March 31, December 31, March 31,
2024 2023 2024
Unaudited Audited Unaudited
EUR in thousands Convenience
Translation
into US$ in thousands*
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: euro 1 = US$ 1.081)
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
ended March 31, ended December 31, ended March 31,
2024 **2023 2023 2024
Unaudited Audited Unaudited
EUR in thousands (except per share data) Convenience
Translation into
US$*
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
or will be transferred to profit or loss:
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 457 (2,231) 9,794 494
transferred to profit or loss
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: euro 1 = US$ 1.081)
** 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 For the year For the three
months months
ended March 31, ended December 31, ended March 31,
2024 2023 2023 2024
Unaudited Audited Unaudited
EUR in thousands (except per share data) Convenience
Translation into
US$*
Basic profit (loss) per share (0.28) 0.27 0.17 (0.31)
Diluted profit (loss) per share (0.28) 0.27 0.17 (0.31)
Basic profit (loss) per share continuing operations (0.31) 0.25 0.31 (0.34)
Diluted profit (loss) per share continuing operations (0.31) 0.25 0.31 (0.34)
Basic profit (loss) per share discontinued operation (0.02) 0.02 (0.14) (0.02)
Diluted profit (loss) per share discontinued operation (0.02) 0.02 (0.14) (0.02
* Convenience translation into US$ (exchange rate as at March 31, 2023: euro 1 = US$ 1.081)
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
Interests
Transaction
reserve with
Translation non-
reserve controlling
from Interests
foreign
operations
Share Share Accumulated Treasury Hedging
capital premium Deficit shares Reserve Total
EUR
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,
recognized directly in equity:
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
Interests
Transaction
reserve with
Translation non-
reserve from controlling
Interests
foreign
operations
Share Share Accumulated Treasury Hedging
capital premium Deficit shares Reserve Total
EUR
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,
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
Condensed Consolidated Interim Statements of Changes in Equity (cont'd)
Attributable to shareholders of the Company Non-
controlling Total
Interests Equity
Interests
Transaction
reserve with
Translation non-
reserve from controlling
Interests
foreign
operations
Share Share Accumulated Treasury Hedging
capital premium Deficit shares Reserve Total
Convenience translation into US$ (exchange rate as at March 31, 2024: euro 1 = US$ 1.081)
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,
recognized directly in equity:
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 For the year For the three
months months
ended March 31, ended December 31, ended March 31,
2024 2023 2023 2024
Unaudited Audited Unaudited
Convenience
Translation into
US$*
EUR
in thousands
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
1,151 1,838 8,604 1,243
Net cash from operating activities
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: euro 1 = US$ 1.081)
Ellomay Capital Ltd. and its Subsidiaries
Operating Segments
Italy Spain USA Netherlands Israel 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
EUR in thousands
Revenues 71 740 245 3,180 4,007 64,139 288 72,670 (64,427) 8,243
Operating expenses - (131) (218) (912) (3,302) (47,444) (83) (52,090) 47,527 (4,563)
Depreciation expenses - (229) (237) (2,871) (712) (5,704) (29) (9,782) 5,727 (4,055)
Gross profit (loss) 71 380 (210) (603) (7) 10,991 176 10,798 (11,173) (375)
Adjusted gross profit (loss) 71 380 (210) (603) (7) 10,991 (1,454) 9,168 (9,543) (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
ended March 31, ended December 31, ended March 31,
2024 **2023 2023 2024
EUR in thousands Convenience
Translation into US$*
Net profit (loss) for the period (4,920) 3,274 625 (5,320)
Financing expenses (income), net 3,312 (1,729) 3,557 3,582
Tax benefit (828) (1,352) (1,436) (895)
Depreciation and amortization expenses 4,055 3,995 16,012 4,383
EBITDA 1,619 4,188 18,758 1,750
* Convenience translation into US$ (exchange rate as at March 31, 2024: euro 1 = US$ 1.081)
** 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 EUR102.5 million (consisting of approximately EUR300.2(2) million of short-term and long-term debt from banks and other interest bearing financial obligations, approximately EUR186.3(3) 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)), net of approximately EUR83.8 million of cash and cash equivalents, short-term deposits and marketable securities and net of approximately EUR300.2(4) million of project finance and related hedging transactions of the Company's subsidiaries).
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 EUR117.1 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 46.7%, and (iii) the ratio of the Company's Net Financial Debt to the Company's Adjusted EBITDA(5), was 5.5.
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
ended March 31, 2024
Unaudited
EUR 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
calculation based on the fixed asset model
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 EUR117.1 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 46.7%, and (iii) the ratio of the Company's Net Financial Debt to the Company's Adjusted EBITDA(6) was 5.5.
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
ended March 31, 2024
Unaudited
EUR 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
calculation based on the fixed asset model
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 EUR117.1 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 46.7%, and (iii) the ratio of the Company's Net Financial Debt to the Company's Adjusted EBITDA(7) was 5.5.
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
ended March 31, 2024
Unaudited
EUR 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
calculation based on the fixed asset model
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 EUR33.4 million (approximately NIS132.7 million based on the exchange rate as of such date).
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 EUR116.2 million, (ii) the ratio of the Company's Net Financial Debt (as set forth above) to the Company's CAP, Net (defined as the Company's Adjusted Shareholders' Equity plus the Net Financial Debt) was 46.9%, and (iii) the ratio of the Company's Net Financial Debt to the Company's Adjusted EBITDA(8) was 5.5.
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
ended March 31, 2024
Unaudited
EUR 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
calculation based on the fixed asset model
Adjusted EBITDA as defined the Series F Deed of Trust 18,718
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.
2. The amount of short-term and long-term debt from banks and other
interest-bearing financial obligations provided above, includes an amount
of approximately EUR4.7 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.
3. The amount of the debentures provided above includes an amount of
approximately EUR1.6 million associated costs, which was capitalized and
therefore offset from the debentures amount that is recorded in the
Company's balance sheet.
4. 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).
5. 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."
6. 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."
7. 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."
8. 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.
