Ellomay Capital Ltd. (NYSE American; TASE: ELLO) (“Ellomay”
or the “Company”), a renewable energy and power generator
and developer of renewable energy and power projects in Europe,
Israel and the USA, today reported unaudited financial results for
the three and six month periods ended June 30, 2024.
Financial Highlights
- Total assets as of June 30, 2024 amounted to approximately
€634.8 million, compared to total assets as of December 31, 2023 of
approximately €612.9 million.
- Revenues1 for the three months ended June 30, 2024 were
approximately €11.2 million, compared to revenues of approximately
€13.3 million for the three months ended June 30, 2023. Revenues
for the six months ended June 30, 2024 were approximately €19.5
million, compared to revenues of approximately €25 million for the
six months ended June 30, 2023.
- Profit from continuing operations for the three months ended
June 30, 2024 was approximately €1.2 million, compared to profit
from continuing operations of approximately €1.5 million for the
three months ended June 30, 2023. Loss from continuing operations
for the six months ended June 30, 2024 was approximately €3.4
million, compared to profit from continuing operations of
approximately €4.6 million for the six months ended June 30,
2023.
- Profit for the three months ended June 30, 2024 was
approximately €1.6 million, compared to net profit of approximately
€1.3 million for the three months ended June 30, 2023. Loss for the
six months ended June 30, 2024 was approximately €3.3 million,
compared to net profit of approximately €4.6 million for the six
months ended June 30, 2023.
- EBITDA for the three months ended June 30, 2024 was
approximately €4.9 million, compared to EBITDA of approximately
€5.5 million for the three months ended June 30, 2023. EBITDA for
the six months ended June 30, 2024 was approximately €6.5 million,
compared to EBITDA of approximately €9.7 million for the six months
ended June 30, 2023. See below under “Use of Non-IFRS Financial
Measures” for additional disclosure concerning EBITDA.
- On December 31, 2023, the Company executed an agreement to sell
its holdings in the 9 MW solar plant located in Talmei Yosef. The
sale was consummated on June 3, 2024, and the net consideration
received at closing was approximately NIS 42.6 million
(approximately €10.6 million). In connection with the sale, the
Company presents the results of this solar plant as a discontinued
operation and the results for the three and six months ended June
30, 2023 were adjusted accordingly.
Financial Overview for the Six Months Ended June 30,
2024
- Revenues were approximately €19.5 million for the six months
ended June 30, 2024, compared to approximately €25 million for the
six months ended June 30, 2023. This decrease mainly results from
the decrease in electricity prices in Spain.
- Operating expenses were approximately €9.5 million for the six
months ended June 30, 2024, compared to approximately €11.8 million
for the six months ended June 30, 2023. The decrease in operating
expenses mainly results from a decrease in direct taxes on
electricity production paid by the Company’s Spanish subsidiaries
as a result of reduced electricity prices. The operating expenses
of the Company’s Spanish subsidiaries for the six months ended June
30, 2023 were impacted by the Spanish RDL 17/2022, which
established the reduction of returns on the electricity generating
activity of Spanish production facilities that do not emit
greenhouse gases, accomplished through payments of a portion of the
revenues by the production facilities to the Spanish government.
Depreciation and amortization expenses were approximately €8.2
million for the six months ended June 30, 2024, compared to
approximately €7.8 million for the six months ended June 30, 2023.1
The revenues presented in the Company’s financial results included
in this press release are based on IFRS and do not take into
account the adjustments included in the Company’s investor
presentation.
- Project development costs were approximately €2.3 million for
the six months ended June 30, 2024, compared to approximately €2.2
million for the six months ended June 30, 2023.
- General and administrative expenses were approximately €3
million for the six months ended June 30, 2024, compared to
approximately €2.8 million for the six months ended June 30, 2023.
The increase in general and administrative expenses is mostly due
to higher consultancy expenses.
- Share of profits of equity accounted investee, after
elimination of intercompany transactions, was approximately €1.8
million for the six months ended June 30, 2024, compared to
approximately €1.5 million for the six months ended June 30, 2023.
The increase in share of profits of equity accounted investee was
mainly due to an increase in revenues of Dorad Energy Ltd. as a
result of higher quantities produced, partially offset by an
increase in operating expenses in connection with the increased
production.
- Financing expenses, net was approximately €2.6 million for the
six months ended June 30, 2024, compared to financing income, net
of approximately €1.5 million for the six months ended June 30,
2023. The increase in financing expenses, net, was mainly
attributable to lower income resulting from exchange rate
differences that amounted to approximately €1 million for the six
months ended June 30, 2024, compared to approximately €6.9 million
for the six months ended June 30, 2023, an aggregate change of
approximately €5.9 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 0.2% devaluation of the NIS
against the euro during the six months ended June 30, 2024,
compared to a devaluation of 7.1% during the six months ended June
30, 2023. An additional increase in financing expenses for the six
months ended June 30, 2024 was due to increased interest expenses
mainly resulting from the issuance of the Company’s Series F
Debentures in January and April 2024. These increases in financing
expenses were partially offset by an increase in financing income
of approximately €3.3 million in connection with derivatives and
warrants in the six months ended June 30, 2024, compared to the six
months ended June 30, 2023.
- Tax benefit was approximately €1 million for the six months
ended June 30, 2024, compared to Tax benefit of approximately €1.2
million for the six months ended June 30, 2023.
- Loss from continuing operations for the six months ended June
30, 2024 was approximately €3.4 million, compared to profit from
continuing operations of approximately €4.6 million for the six
months ended June 30, 2023.
- Profit from discontinued operation (net of tax) for the six
months ended June 30, 2024 was approximately €80 thousand, compared
to loss discontinued operation of approximately €3 thousand for the
six months ended June 30, 2023.
- Loss for the six months ended June 30, 2024, was approximately
€3.3 million, compared to a profit of approximately €4.6 million
for the six months ended June 30, 2023.
- Total other comprehensive income was approximately €5.7 million
for the six months ended June 30, 2024, compared to total other
comprehensive income of approximately €31.1 million for the six
months ended June 30, 2023. The change in total other comprehensive
income mainly results from changes in fair value of cash flow
hedges, including a material decrease in the fair value of the
liability resulting from the financial power swap that covers
approximately 80% of the output of the Talasol solar plant (the
“Talasol PPA”). The Talasol PPA experienced a high volatility due
to the substantial change in electricity prices in Europe. In
accordance with hedge accounting standards, the changes in the
Talasol PPA’s fair value are recorded in the Company’s
shareholders’ equity through a hedging reserve and not through the
accumulated deficit/retained earnings. The changes do not impact
the Company’s consolidated net profit/loss or the Company’s
consolidated cash flows.
- Total comprehensive income was approximately €2.3 million for
the six months ended June 30, 2024, compared to total comprehensive
income of approximately €35.7 million for the six months ended June
30, 2023.
- EBITDA was approximately 6.5 million for the six months ended
June 30, 2024, compared to approximately €9.7 million for the six
months ended June 30, 2023. See the table on page 13 of this press
release for a reconciliation of these numbers to profit and
loss.
- Net cash provided by operating activities was approximately
€0.5 million for the six months ended June 30, 2024, compared to
approximately €5.3 million for the six months ended June 30, 2023.
The decrease in net cash provided by operating activities for the
six months ended June 30, 2024, is mainly due to the decrease in
electricity prices in Spain. In addition, during the year ended
December 31, 2023, the Company’s Dutch biogas plants elected to
temporarily exit the subsidy regime and sell the gas at market
prices and during the year ended December 31, 2024 these plants
returned to the subsidy regime. Under the subsidy regime, plants
are entitled to monthly advances on subsidies based on the
production during the previous year. As no subsidies were paid to
the Company’s Dutch biogas plants for 2023, these plants are not
entitled to advance payments for 2024 and the payment for gas
produced by the plants during 2024 is expected to be received until
July 2025.
CEO Review Second Quarter 2024
Revenues in the first half of 2024 were
approximately €19.5 million, compared to revenues of approximately
€25 million in the corresponding half last year. The decrease in
revenues in an amount of approximately €5.5 million was mainly due
to the electricity prices in Spain, which were low and even
sometimes negative during the months of March, April and May 2024.
During June 2024 the prices started increasing and during July and
august 2024 the prices continued to rise sharply.
Operating expenses in the first half of
2024 decreased by approximately €2.3 million compared to the
corresponding half last year. Project development expenses in the
first half of 2024 increased by approximately €0.1 million compared
to the corresponding half last year. Project development expenses
for the first half of 2024 included non-recurring expenses of
approximately €0.5 million in connection with the cancellation of a
guarantee. 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 €10 million for 16 years at an annual interest rate,
fixed through an interest rate swap deal, of approximately 5.5%.
After receiving the financing, the majority of the investment in
the project was returned.
In the first half of 2024, the Company
experienced a trend of a strong decrease in electricity prices in
Europe, with the exception of Italy where prices remained stable.
The decrease in electricity prices in Spain was approximately 70%
compared to the corresponding half in 2023. The most significant
decrease was in March, April and May 2024, in which prices
decreased by approximately 90% compared to the corresponding months
in 2023. The prices picked up in mid-June 2024 and sharply
increased in July and August 2024. The main reasons for the
decrease in prices in Spain during the first half of 2024 are the
relatively warm winter by approximately 6 to 8 degrees (Celsius)
above the 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 2,000 GW in the corresponding month in 2023 to
4,700 GW and in April the power generation from hydro sources
almost tripled compared to the corresponding month last year. 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 half of 2024 did not decrease at
the same rate, and stood at approximately €11 million, compared to
revenues of approximately €16.2 million in the corresponding half
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 half of 2024, the Dorad power plant
recorded an increase in profit, with net profit of approximately
NIS 96.3 million, an increase of approximately NIS 21.5 million
compared to the corresponding half last year. The Dorad power
station received the approval of the National Infrastructures
Committee and a positive connection survey to increase the capacity
by an additional 650 MW.
Activity in the USA:
In the USA, the development and construction
activities of solar projects are progressing at a rapid pace and
the construction of the first four projects, with a total capacity
of approximately 49 MW, began in early 2024. 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 are under
development and are intended for construction in 2025. The Company
executed an agreement to sell the tax credits of the first four
projects for approximately $19M.
Activity in Italy:
The Company has a portfolio of 462 MW solar
projects in Italy of which 20 MW are operating, 18 MW are under
construction, 195 MW are ready to build and 229 MW are under
advanced development. The construction of a solar project with a
capacity of approximately 18 MW (ELLO 10) is expected to be
completed in November 2024, this is in addition to solar projects
with a capacity of approximately 20 MW that were gradually
connected to the grid during February-May 2024. 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 €900 thousand per MW to approximately €675
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 for 160 MW that are ready to
build, and these agreements are expected to be executed by the end
of the year.
New legislation in Italy prohibits the
establishment of new projects on agricultural land. This
prohibition increases the value of the Company’s portfolio, which
is not subject to the prohibition or located on agricultural land.
The Company estimates that new possibilities are emerging for
obtaining a PPA in Italy, therefore it is expected that project
financing will be possible more easily and at lower costs.
The Company executed a commitment letter and
term sheet with a European institutional investor for a financing
transaction for solar projects with an aggregate capacity of
approximately 200 MW. The financing is for 23 years at a fixed
interest rate. The parties are in the process of due diligence and
negotiation on the agreement, and the final financing agreement is
expected to be executed by the end of 2024.
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. In August 2024, a hearing was published in connection
with an additional extension of six months (for an aggregate
extension of 16 months). 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:
- 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.
- 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 the
Netherlands:
During the first half 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 directive of the European Union to
act to significantly increase the production of greed gas and the
establishment of the new government in the Netherlands enable 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 15 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 operating photovoltaic power plants
in Spain (including a 300 MW photovoltaic plant in owned by
Talasol, which is 51% owned by the Company) and approximately 20 MW
of operating 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 solar plant (18 MW) under construction in Italy;
- Solar projects in Italy with an aggregate capacity of 195 MW
that have reached “ready to build” status; and
- Solar projects in the Dallas Metropolitan area, Texas, USA with
an aggregate capacity of 49 MW that are under construction.
For more information about Ellomay, visit
http://www.ellomay.com.
Information Relating to Forward-Looking
Statements
This press release contains forward-looking
statements that involve substantial risks and uncertainties,
including statements that are based on the current expectations and
assumptions of the Company’s management. All statements, other than
statements of historical facts, included in this press release
regarding the Company’s plans and objectives, expectations and
assumptions of management are forward-looking statements. The
use of certain words, including the words “estimate,” “project,”
“intend,” “expect,” “believe” and similar expressions are intended
to identify forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. The Company
may not actually achieve the plans, intentions or expectations
disclosed in the forward-looking statements and you should not
place undue reliance on the Company’s forward-looking statements.
Various important factors could cause actual results or events to
differ materially from those that may be expressed or implied by
the Company’s forward-looking statements, including changes in
electricity prices and demand, 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)CFOTel: +972 (3) 797-1111Email:
hilai@ellomay.com
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Interim Statements of Financial
Position
|
|
June 30,2024 |
|
|
December 31,2023 |
|
|
June 30,2024 |
|
|
|
Unaudited |
|
|
Audited |
|
|
Unaudited |
|
|
|
€ in thousands |
|
|
Convenience Translation into US$ in
thousands* |
|
Assets |
|
|
|
|
|
|
|
|
|
Current
assets: |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
56,044 |
|
|
|
51,127 |
|
|
|
59,938 |
|
Short term deposits |
|
|
2,487 |
|
|
|
997 |
|
|
|
2,660 |
|
Restricted cash |
|
|
729 |
|
|
|
810 |
|
|
|
780 |
|
Intangible asset from green
certificates |
|
|
214 |
|
|
|
553 |
|
|
|
229 |
|
Trade and other
receivables |
|
|
13,540 |
|
|
|
11,717 |
|
|
|
14,481 |
|
Derivatives asset
short-term |
|
|
1,096 |
|
|
|
275 |
|
|
|
1,172 |
|
Assets of disposal groups
classified as held for sale |
|
|
- |
|
|
|
28,297 |
|
|
|
- |
|
|
|
|
74,110 |
|
|
|
93,776 |
|
|
|
79,260 |
|
Non-current
assets |
|
|
|
|
|
|
|
|
|
|
|
|
Investment in equity accounted
investee |
|
|
33,532 |
|
|
|
31,772 |
|
|
|
35,862 |
|
Advances on account of
investments |
|
|
952 |
|
|
|
898 |
|
|
|
1,018 |
|
Fixed assets |
|
|
443,151 |
|
|
|
407,982 |
|
|
|
473,944 |
|
Right-of-use asset |
|
|
32,594 |
|
|
|
30,967 |
|
|
|
34,859 |
|
Restricted cash and
deposits |
|
|
17,340 |
|
|
|
17,386 |
|
|
|
18,545 |
|
Deferred tax |
|
|
7,480 |
|
|
|
8,677 |
|
|
|
8,000 |
|
Long term receivables |
|
|
11,652 |
|
|
|
10,446 |
|
|
|
12,462 |
|
Derivatives |
|
|
13,971 |
|
|
|
10,948 |
|
|
|
14,942 |
|
|
|
|
560,672 |
|
|
|
519,076 |
|
|
|
599,632 |
|
Total
assets |
|
|
634,782 |
|
|
|
612,852 |
|
|
|
678,892 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
Current
liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Current maturities of
long-term bank loans |
|
|
10,253 |
|
|
|
9,784 |
|
|
|
10,965 |
|
Current maturities of
long-term loans |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
5,347 |
|
Current maturities of
debentures |
|
|
33,993 |
|
|
|
35,200 |
|
|
|
36,355 |
|
Trade payables |
|
|
23,657 |
|
|
|
5,249 |
|
|
|
25,303 |
|
Other payables |
|
|
11,361 |
|
|
|
10,859 |
|
|
|
12,150 |
|
Current maturities of
derivatives |
|
|
- |
|
|
|
4,643 |
|
|
|
- |
|
Current maturities of lease
liabilities |
|
|
757 |
|
|
|
700 |
|
|
|
810 |
|
Liabilities of disposal groups
classified as held for sale |
|
|
- |
|
|
|
17,142 |
|
|
|
- |
|
|
|
|
85,021 |
|
|
|
88,577 |
|
|
|
90,930 |
|
Non-current
liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Long-term lease
liabilities |
|
|
25,619 |
|
|
|
23,680 |
|
|
|
27,399 |
|
Long-term bank loans |
|
|
245,245 |
|
|
|
237,781 |
|
|
|
262,286 |
|
Other long-term loans |
|
|
29,303 |
|
|
|
29,373 |
|
|
|
31,339 |
|
Debentures |
|
|
117,392 |
|
|
|
104,887 |
|
|
|
125,549 |
|
Deferred tax |
|
|
2,587 |
|
|
|
2,516 |
|
|
|
2,767 |
|
Other long-term
liabilities |
|
|
2,113 |
|
|
|
939 |
|
|
|
2,260 |
|
Derivatives |
|
|
25 |
|
|
|
- |
|
|
|
27 |
|
|
|
|
422,284 |
|
|
|
399,176 |
|
|
|
451,627 |
|
Total
liabilities |
|
|
507,305 |
|
|
|
487,753 |
|
|
|
542,557 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
Share capital |
|
|
25,613 |
|
|
|
25,613 |
|
|
|
27,393 |
|
Share premium |
|
|
86,220 |
|
|
|
86,159 |
|
|
|
92,211 |
|
Treasury shares |
|
|
(1,736 |
) |
|
|
(1,736 |
) |
|
|
(1,857 |
) |
Transaction reserve with
non-controlling Interests |
|
|
5,697 |
|
|
|
5,697 |
|
|
|
6,093 |
|
Reserves |
|
|
7,004 |
|
|
|
4,299 |
|
|
|
7,491 |
|
Accumulated deficit |
|
|
(6,471 |
) |
|
|
(5,037 |
) |
|
|
(6,921 |
) |
Total equity attributed to
shareholders of the Company |
|
|
116,327 |
|
|
|
114,995 |
|
|
|
124,410 |
|
Non-Controlling Interest |
|
|
11,150 |
|
|
|
10,104 |
|
|
|
11,925 |
|
Total
equity |
|
|
127,477 |
|
|
|
125,099 |
|
|
|
136,335 |
|
Total liabilities and
equity |
|
|
634,782 |
|
|
|
612,852 |
|
|
|
678,892 |
|
* Convenience translation into US$ (exchange rate as at June 30,
2024: euro 1 = US$ 1.069)
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Interim Statements of Profit or
Loss and Other Comprehensive Income (Loss)
|
|
For the Three months endedJune
30, |
|
|
For the Six months endedJune
30, |
|
|
For theyear endedDecember
31, |
|
|
For thesix months
endedJune 30, |
|
|
|
2024 |
|
|
2023* |
|
|
2024 |
|
|
2023* |
|
|
2023 |
|
|
2024 |
|
|
|
Unaudited |
|
|
Audited |
|
|
Unaudited |
|
|
|
€in thousands (except per share data) |
|
|
Convenience Translationinto
US$** |
|
Revenues |
|
|
11,213 |
|
|
|
13,266 |
|
|
|
19,456 |
|
|
|
24,999 |
|
|
|
48,834 |
|
|
|
20,808 |
|
Operating expenses |
|
|
(4,960 |
) |
|
|
(5,477 |
) |
|
|
(9,523 |
) |
|
|
(11,845 |
) |
|
|
(22,861 |
) |
|
|
(10,185 |
) |
Depreciation and amortization expenses |
|
|
(4,176 |
) |
|
|
(3,831 |
) |
|
|
(8,231 |
) |
|
|
(7,826 |
) |
|
|
(16,012 |
) |
|
|
(8,803 |
) |
Gross profit |
|
|
2,077 |
|
|
|
3,958 |
|
|
|
1,702 |
|
|
|
5,328 |
|
|
|
9,961 |
|
|
|
1,820 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Project development costs |
|
|
(866 |
) |
|
|
(1,028 |
) |
|
|
(2,281 |
) |
|
|
(2,192 |
) |
|
|
(4,465 |
) |
|
|
(2,439 |
) |
General and administrative expenses |
|
|
(1,414 |
) |
|
|
(1,383 |
) |
|
|
(3,034 |
) |
|
|
(2,816 |
) |
|
|
(5,283 |
) |
|
|
(3,245 |
) |
Share of profits of equity accounted investee |
|
|
523 |
|
|
|
363 |
|
|
|
1,809 |
|
|
|
1,541 |
|
|
|
4,320 |
|
|
|
1,935 |
|
Operating profit (loss) |
|
|
320 |
|
|
|
1,910 |
|
|
|
(1,804 |
) |
|
|
1,861 |
|
|
|
4,533 |
|
|
|
(1,929 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing income |
|
|
2,383 |
|
|
|
3,441 |
|
|
|
2,424 |
|
|
|
8,188 |
|
|
|
8,747 |
|
|
|
2,592 |
|
Financing income (expenses) in connection with derivatives and
warrants, net |
|
|
2,316 |
|
|
|
(562 |
) |
|
|
2,852 |
|
|
|
(476 |
) |
|
|
251 |
|
|
|
3,050 |
|
Financing expenses in connection with projects finance |
|
|
(1,452 |
) |
|
|
(1,514 |
) |
|
|
(2,953 |
) |
|
|
(3,058 |
) |
|
|
(6,077 |
) |
|
|
(3,158 |
) |
Financing expenses in connection with debentures |
|
|
(1,851 |
) |
|
|
(1,012 |
) |
|
|
(3,562 |
) |
|
|
(1,840 |
) |
|
|
(3,876 |
) |
|
|
(3,810 |
) |
Interest expenses on minority shareholder loan |
|
|
(534 |
) |
|
|
(468 |
) |
|
|
(1,088 |
) |
|
|
(933 |
) |
|
|
(2,014 |
) |
|
|
(1,164 |
) |
Other financing expenses |
|
|
(160 |
) |
|
|
(125 |
) |
|
|
(283 |
) |
|
|
(392 |
) |
|
|
(588 |
) |
|
|
(303 |
) |
Financing income (expenses), net |
|
|
702 |
|
|
|
(240 |
) |
|
|
(2,610 |
) |
|
|
1,489 |
|
|
|
(3,557 |
) |
|
|
(2,793 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit (loss) before taxes on income |
|
|
1,022 |
|
|
|
1,670 |
|
|
|
(4,414 |
) |
|
|
3,350 |
|
|
|
976 |
|
|
|
(4,722 |
) |
Tax benefit (Taxes on income) |
|
|
160 |
|
|
|
(136 |
) |
|
|
988 |
|
|
|
1,216 |
|
|
|
1,436 |
|
|
|
1,057 |
|
Profit (loss) for the period from continuing
operations |
|
|
1,182 |
|
|
|
1,534 |
|
|
|
(3,426 |
) |
|
|
4,566 |
|
|
|
2,412 |
|
|
|
(3,665 |
) |
Profit (loss) from discontinued operation (net of
tax) |
|
|
391 |
|
|
|
(245 |
) |
|
|
79 |
|
|
|
(3 |
) |
|
|
(1,787 |
) |
|
|
84 |
|
Profit (loss) for the period |
|
|
1,573 |
|
|
|
1,289 |
|
|
|
(3,347 |
) |
|
|
4,563 |
|
|
|
625 |
|
|
|
(3,581 |
) |
Profit (loss) attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company |
|
|
2,179 |
|
|
|
1,395 |
|
|
|
(1,434 |
) |
|
|
5,476 |
|
|
|
2,219 |
|
|
|
(1,534 |
) |
Non-controlling interests |
|
|
(606 |
) |
|
|
(106 |
) |
|
|
(1,913 |
) |
|
|
(913 |
) |
|
|
(1,594 |
) |
|
|
(2,047 |
) |
Profit (loss) for the period |
|
|
1,573 |
|
|
|
1,289 |
|
|
|
(3,347 |
) |
|
|
4,563 |
|
|
|
625 |
|
|
|
(3,581 |
) |
Other comprehensive income (loss) item that after initial
recognition in comprehensive income (loss) were or will be
transferred to profit or loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation differences for foreign
operations |
|
|
(1,557 |
) |
|
|
(2,703 |
) |
|
|
(433 |
) |
|
|
(8,253 |
) |
|
|
(7,949 |
) |
|
|
(464 |
) |
Foreign currency translation differences for foreign operations
that were recognized in profit or loss |
|
|
255 |
|
|
|
- |
|
|
|
255 |
|
|
|
- |
|
|
|
- |
|
|
|
273 |
|
Effective portion of change in fair value of cash flow hedges |
|
|
(1,335 |
) |
|
|
12,026 |
|
|
|
9,126 |
|
|
|
44,200 |
|
|
|
39,431 |
|
|
|
9,760 |
|
Net change in fair value of cash flow hedges transferred to profit
or loss |
|
|
(3,741 |
) |
|
|
(4,809 |
) |
|
|
(3,284 |
) |
|
|
(4,809 |
) |
|
|
9,794 |
|
|
|
(3,513 |
) |
Total other comprehensive income (loss) |
|
|
(6,378 |
) |
|
|
4,514 |
|
|
|
5,664 |
|
|
|
31,138 |
|
|
|
41,276 |
|
|
|
6,056 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive income (loss) attributable
to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company |
|
|
(3,951 |
) |
|
|
1,040 |
|
|
|
2,705 |
|
|
|
12,055 |
|
|
|
16,931 |
|
|
|
2,892 |
|
Non-controlling interests |
|
|
(2,427 |
) |
|
|
3,474 |
|
|
|
2,959 |
|
|
|
19,083 |
|
|
|
24,345 |
|
|
|
3,164 |
|
Total other comprehensive income (loss) for the
period |
|
|
(6,378 |
) |
|
|
4,514 |
|
|
|
5,664 |
|
|
|
31,138 |
|
|
|
41,276 |
|
|
|
6,056 |
|
Total comprehensive income (loss) for the
period |
|
|
(4,805 |
) |
|
|
5,803 |
|
|
|
2,317 |
|
|
|
35,701 |
|
|
|
41,901 |
|
|
|
2,475 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income (loss) attributable
to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company |
|
|
(1,772 |
) |
|
|
2,435 |
|
|
|
1,271 |
|
|
|
17,531 |
|
|
|
19,150 |
|
|
|
1,358 |
|
Non-controlling interests |
|
|
(3,033 |
) |
|
|
3,368 |
|
|
|
1,046 |
|
|
|
18,170 |
|
|
|
22,751 |
|
|
|
1,117 |
|
Total comprehensive income (loss) for the
period |
|
|
(4,805 |
) |
|
|
5,803 |
|
|
|
2,317 |
|
|
|
35,701 |
|
|
|
41,901 |
|
|
|
2,475 |
|
* The results of the Talmei Yosef solar plant have been
reclassified as a discontinued operation and the results for these
periods have been adjusted accordingly** Convenience
translation into US$ (exchange rate as at June 30, 2024: euro 1 =
US $ 1.069)
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Interim Statements of Profit or
Loss and Other Comprehensive Income (Loss) (cont’d)
|
|
For the Three months endedJune
30, |
|
|
For the Six months endedJune
30, |
|
|
For theyear endedDecember
31, |
|
|
For thesix months
endedJune 30, |
|
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
|
2023 |
|
|
2024 |
|
|
|
Unaudited |
|
|
Audited |
|
|
Unaudited |
|
|
|
€in thousands (except per share data) |
|
|
Convenience Translation into US$* |
|
Basic profit (loss) per share |
|
|
0.04 |
|
|
|
0.11 |
|
|
|
(0.10 |
) |
|
|
0.43 |
|
|
|
0.17 |
|
|
|
(0.11 |
) |
Diluted profit (loss) per share |
|
|
0.04 |
|
|
|
0.11 |
|
|
|
(0.10 |
) |
|
|
0.43 |
|
|
|
0.17 |
|
|
|
(0.11 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic profit (loss) per share continuing
operations |
|
|
0.03 |
|
|
|
0.09 |
|
|
|
(0.11 |
) |
|
|
0.43 |
|
|
|
0.31 |
|
|
|
(0.12 |
) |
Diluted profit (loss) per share continuing
operations |
|
|
0.03 |
|
|
|
0.09 |
|
|
|
(0.11 |
) |
|
|
0.43 |
|
|
|
0.31 |
|
|
|
(0.12 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic profit (loss) per share discontinued
operation |
|
|
0.01 |
|
|
|
(0.02 |
) |
|
|
0.01 |
|
|
|
- |
|
|
|
(0.14 |
) |
|
|
0.01 |
|
Diluted profit (loss) per share discontinued
operation |
|
|
0.01 |
|
|
|
(0.02 |
) |
|
|
0.01 |
|
|
|
- |
|
|
|
(0.14 |
) |
|
|
0.01 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* Convenience translation into US$ (exchange rate as at
June 30, 2024: euro 1 = US$ 1.069)
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Statements of Changes in
Equity
|
|
|
|
|
|
|
|
Attributable to shareholders of the Company |
|
|
|
|
|
|
|
|
|
Share capital |
|
|
Share premium |
|
|
Accumulated Deficit |
|
|
Treasury shares |
|
|
Translation reserve fromforeign
operations |
|
|
Hedging Reserve |
|
|
Interests Transaction reserve
withnon-controlling Interests |
|
|
Total |
|
|
Non- controlling Interests |
|
|
Total Equity |
|
|
|
€ in thousands |
|
For the six months ended June 30, 2024
(unaudited): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at January 1, 2024 |
|
|
25,613 |
|
|
|
86,159 |
|
|
|
(5,037 |
) |
|
|
(1,736 |
) |
|
|
385 |
|
|
|
3,914 |
|
|
|
5,697 |
|
|
|
114,995 |
|
|
|
10,104 |
|
|
|
125,099 |
|
Loss for the period |
|
|
- |
|
|
|
- |
|
|
|
(1,434 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(1,434 |
) |
|
|
(1,913 |
) |
|
|
(3,347 |
) |
Other comprehensive income (loss) for the
period |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(170 |
) |
|
|
2,875 |
|
|
|
- |
|
|
|
2,705 |
|
|
|
2,959 |
|
|
|
5,664 |
|
Total comprehensive income (loss) for the
period |
|
|
- |
|
|
|
- |
|
|
|
(1,434 |
) |
|
|
- |
|
|
|
(170 |
) |
|
|
2,875 |
|
|
|
- |
|
|
|
1,271 |
|
|
|
1,046 |
|
|
|
2,317 |
|
Transactions with owners of the Company, recognized
directly in equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based payments |
|
|
- |
|
|
|
61 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
61 |
|
|
|
- |
|
|
|
61 |
|
Balance as at June 30, 2024 |
|
|
25,613 |
|
|
|
86,220 |
|
|
|
(6,471 |
) |
|
|
(1,736 |
) |
|
|
215 |
|
|
|
6,789 |
|
|
|
5,697 |
|
|
|
116,327 |
|
|
|
11,150 |
|
|
|
127,477 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the six months ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2023 (unaudited): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at January 1, 2023 |
|
|
25,613 |
|
|
|
86,038 |
|
|
|
(7,256 |
) |
|
|
(1,736 |
) |
|
|
7,970 |
|
|
|
(20,602 |
) |
|
|
5,697 |
|
|
|
95,724 |
|
|
|
(12,647 |
) |
|
|
83,077 |
|
Profit (loss) for the period |
|
|
- |
|
|
|
- |
|
|
|
5,476 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
5,476 |
|
|
|
(913 |
) |
|
|
4,563 |
|
Other comprehensive income (loss) for the
period |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(7,882 |
) |
|
|
19,937 |
|
|
|
- |
|
|
|
12,055 |
|
|
|
19,083 |
|
|
|
31,138 |
|
Total comprehensive income (loss) for the
period |
|
|
- |
|
|
|
- |
|
|
|
5,476 |
|
|
|
- |
|
|
|
(7,882 |
) |
|
|
19,937 |
|
|
|
- |
|
|
|
17,531 |
|
|
|
18,170 |
|
|
|
35,701 |
|
Transactions with owners of the Company, recognized
directly in equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based payments |
|
|
- |
|
|
|
62 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
62 |
|
|
|
- |
|
|
|
62 |
|
Balance as at June 30, 2023 |
|
|
25,613 |
|
|
|
86,100 |
|
|
|
(1,780 |
) |
|
|
(1,736 |
) |
|
|
88 |
|
|
|
(665 |
) |
|
|
5,697 |
|
|
|
113,317 |
|
|
|
5,523 |
|
|
|
118,840 |
|
Ellomay Capital Ltd. and its Subsidiaries
Unaudited Condensed Consolidated Interim Statements of
Changes in Equity (cont’d)
|
|
|
|
|
|
|
|
Attributable to shareholders of the Company |
|
|
|
|
|
|
|
|
|
Share capital |
|
|
Share premium |
|
|
Accumulated Deficit |
|
|
Treasury shares |
|
|
Translation reserve fromforeign
operations |
|
|
Hedging Reserve |
|
|
Interests Transaction reserve
withnon-controlling Interests |
|
|
Total |
|
|
Non- controlling Interests |
|
|
Total Equity |
|
|
|
€ in thousands |
|
For the year ended December 31, 2023
(audited): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at January 1, 2023 |
|
|
25,613 |
|
|
|
86,038 |
|
|
|
(7,256 |
) |
|
|
(1,736 |
) |
|
|
7,970 |
|
|
|
(20,602 |
) |
|
|
5,697 |
|
|
|
95,724 |
|
|
|
(12,647 |
) |
|
|
83,077 |
|
Profit (loss) for the year |
|
|
- |
|
|
|
- |
|
|
|
2,219 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
2,219 |
|
|
|
(1,594 |
) |
|
|
625 |
|
Other comprehensive income (loss) for the
year |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(7,585 |
) |
|
|
24,516 |
|
|
|
- |
|
|
|
16,931 |
|
|
|
24,345 |
|
|
|
41,276 |
|
Total comprehensive income (loss) for the
year |
|
|
- |
|
|
|
- |
|
|
|
2,219 |
|
|
|
- |
|
|
|
(7,585 |
) |
|
|
24,516 |
|
|
|
- |
|
|
|
19,150 |
|
|
|
22,751 |
|
|
|
41,901 |
|
Transactions with owners of the Company, recognized
directly in equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based payments |
|
|
- |
|
|
|
121 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
121 |
|
|
|
- |
|
|
|
121 |
|
Balance as at December 31, 2023 |
|
|
25,613 |
|
|
|
86,159 |
|
|
|
(5,037 |
) |
|
|
(1,736 |
) |
|
|
385 |
|
|
|
3,914 |
|
|
|
5,697 |
|
|
|
114,995 |
|
|
|
10,104 |
|
|
|
125,099 |
|
Ellomay Capital Ltd. and its Subsidiaries
Unaudited Condensed Consolidated Interim Statements of
Changes in Equity (cont’d)
|
|
|
|
|
|
|
|
Attributable to shareholders of the Company |
|
|
|
|
|
|
|
|
|
Share capital |
|
|
Share premium |
|
|
Retained earnings |
|
|
Treasury shares |
|
|
Translation reserve fromforeign
operations |
|
|
Hedging Reserve |
|
|
Interests Transaction reserve
withnon-controlling Interests |
|
|
Total |
|
|
Non- controlling Interests |
|
|
Total Equity |
|
|
|
Convenience translation into US$ (exchange rate as at June
30, 2024: euro 1 = US$ 1.069) |
|
For the six months ended June 30, 2024
(unaudited): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at January 1, 2024 |
|
|
27,393 |
|
|
|
92,146 |
|
|
|
(5,387 |
) |
|
|
(1,857 |
) |
|
|
413 |
|
|
|
4,186 |
|
|
|
6,093 |
|
|
|
122,987 |
|
|
|
10,808 |
|
|
|
133,795 |
|
Loss for the period |
|
|
- |
|
|
|
- |
|
|
|
(1,534 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(1,534 |
) |
|
|
(2,047 |
) |
|
|
(3,581 |
) |
Other comprehensive income (loss) for the
period |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(182 |
) |
|
|
3,074 |
|
|
|
- |
|
|
|
2,892 |
|
|
|
3,164 |
|
|
|
6,056 |
|
Total comprehensive income (loss) for the
period |
|
|
- |
|
|
|
- |
|
|
|
(1,534 |
) |
|
|
- |
|
|
|
(182 |
) |
|
|
3,074 |
|
|
|
- |
|
|
|
1,358 |
|
|
|
1,117 |
|
|
|
2,475 |
|
Transactions with owners of the Company, recognized
directly in equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based payments |
|
|
- |
|
|
|
65 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
65 |
|
|
|
- |
|
|
|
65 |
|
Balance as at June 30, 2024 |
|
|
27,393 |
|
|
|
92,211 |
|
|
|
(6,921 |
) |
|
|
(1,857 |
) |
|
|
231 |
|
|
|
7,260 |
|
|
|
6,093 |
|
|
|
124,410 |
|
|
|
11,925 |
|
|
|
136,335 |
|
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Interim Statements of Cash
Flow
|
|
For the threemonths
endedJune 30, |
|
|
For the sixmonths
endedJune 30, |
|
|
For the yearendedDecember
31, |
|
|
For the sixmonths
endedJune 30 |
|
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
|
2023 |
|
|
2024 |
|
|
|
Unaudited |
|
|
Audited |
|
|
Unaudited |
|
|
|
€ in thousands |
|
|
Convenience Translation into US$* |
|
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit (loss) for the period |
|
|
1,573 |
|
|
|
1,289 |
|
|
|
(3,347 |
) |
|
|
4,563 |
|
|
|
625 |
|
|
|
(3,581 |
) |
Adjustments for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing income (expenses), net |
|
|
(961 |
) |
|
|
467 |
|
|
|
2,206 |
|
|
|
(1,556 |
) |
|
|
3,034 |
|
|
|
2,361 |
|
Profit from settlement of derivatives contract |
|
|
199 |
|
|
|
- |
|
|
|
199 |
|
|
|
- |
|
|
|
- |
|
|
|
213 |
|
Impairment losses on assets of disposal groups classified as
held-for-sale |
|
|
(196 |
) |
|
|
- |
|
|
|
405 |
|
|
|
- |
|
|
|
2,565 |
|
|
|
433 |
|
Depreciation and amortization |
|
|
4,195 |
|
|
|
3,949 |
|
|
|
8,279 |
|
|
|
8,064 |
|
|
|
16,473 |
|
|
|
8,854 |
|
Share-based payment transactions |
|
|
28 |
|
|
|
31 |
|
|
|
61 |
|
|
|
62 |
|
|
|
121 |
|
|
|
65 |
|
Share of profits of equity accounted investees |
|
|
(523 |
) |
|
|
(363 |
) |
|
|
(1,809 |
) |
|
|
(1,541 |
) |
|
|
(4,320 |
) |
|
|
(1,935 |
) |
Payment of interest on loan from an equity accounted investee |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
1,501 |
|
|
|
- |
|
Change in trade receivables and other receivables |
|
|
(869 |
) |
|
|
1931 |
|
|
|
(3,214 |
) |
|
|
558 |
|
|
|
(302 |
) |
|
|
(3,437 |
) |
Change in other assets |
|
|
5 |
|
|
|
(35 |
) |
|
|
5 |
|
|
|
(155 |
) |
|
|
(681 |
) |
|
|
5 |
|
Change in receivables from concessions project |
|
|
478 |
|
|
|
579 |
|
|
|
793 |
|
|
|
836 |
|
|
|
1,778 |
|
|
|
848 |
|
Change in trade payables |
|
|
(565 |
) |
|
|
(533 |
) |
|
|
(633 |
) |
|
|
(1,409 |
) |
|
|
(45 |
) |
|
|
(677 |
) |
Change in other payables |
|
|
(1,037 |
) |
|
|
(1,034 |
) |
|
|
1,759 |
|
|
|
383 |
|
|
|
(2,235 |
) |
|
|
1,881 |
|
Income tax expense (tax benefit) |
|
|
(188 |
) |
|
|
53 |
|
|
|
(993 |
) |
|
|
(1,203 |
) |
|
|
(1,852 |
) |
|
|
(1,062 |
) |
Income taxes refund (paid) |
|
|
(85 |
) |
|
|
(20 |
) |
|
|
479 |
|
|
|
(20 |
) |
|
|
(912 |
) |
|
|
512 |
|
Interest received |
|
|
799 |
|
|
|
860 |
|
|
|
1,706 |
|
|
|
1,353 |
|
|
|
2,936 |
|
|
|
1,825 |
|
Interest paid |
|
|
(3,536 |
) |
|
|
(3,741 |
) |
|
|
(5,428 |
) |
|
|
(4,664 |
) |
|
|
(10,082 |
) |
|
|
(5,805 |
) |
|
|
|
(2,256 |
) |
|
|
2,144 |
|
|
|
3,815 |
|
|
|
708 |
|
|
|
7,979 |
|
|
|
4,081 |
|
Net cash provided by (used in) operating activities |
|
|
(683 |
) |
|
|
3,433 |
|
|
|
468 |
|
|
|
5,271 |
|
|
|
8,604 |
|
|
|
500 |
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of fixed assets |
|
|
(10,573 |
) |
|
|
(14,137 |
) |
|
|
(19,593 |
) |
|
|
(27,468 |
) |
|
|
(58,848 |
) |
|
|
(20,954 |
) |
Interest paid capitalized to fixed assets |
|
|
(1,121 |
) |
|
|
- |
|
|
|
(1,121 |
) |
|
|
- |
|
|
|
(2,283 |
) |
|
|
(1,199 |
) |
Proceeds from sale of investments |
|
|
9,267 |
|
|
|
- |
|
|
|
9,267 |
|
|
|
- |
|
|
|
- |
|
|
|
9,911 |
|
Repayment of loan by an equity accounted investee |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
1,324 |
|
|
|
- |
|
Loan to an equity accounted investee |
|
|
- |
|
|
|
(8 |
) |
|
|
- |
|
|
|
(68 |
) |
|
|
(128 |
) |
|
|
- |
|
Advances on account of investments |
|
|
(54 |
) |
|
|
(395 |
) |
|
|
(54 |
) |
|
|
(777 |
) |
|
|
(421 |
) |
|
|
(58 |
) |
Proceeds from advances on account of investments |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
2,218 |
|
|
|
- |
|
Proceeds in marketable securities |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
2,837 |
|
|
|
2,837 |
|
|
|
- |
|
Investment in settlement of derivatives, net |
|
|
145 |
|
|
|
- |
|
|
|
159 |
|
|
|
- |
|
|
|
- |
|
|
|
170 |
|
Proceeds from (investment in) in restricted cash, net |
|
|
(1,034 |
) |
|
|
- |
|
|
|
119 |
|
|
|
893 |
|
|
|
840 |
|
|
|
127 |
|
Proceeds from (investment in) short term deposit |
|
|
(1,455 |
) |
|
|
20,688 |
|
|
|
(1,483 |
) |
|
|
(1,257 |
) |
|
|
(1,092 |
) |
|
|
(1,586 |
) |
Net cash provided by (used in) investing activities |
|
|
(4,825 |
) |
|
|
6,148 |
|
|
|
(12,706 |
) |
|
|
(25,840 |
) |
|
|
(55,553 |
) |
|
|
(13,589 |
) |
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of warrants |
|
|
- |
|
|
|
- |
|
|
|
3,735 |
|
|
|
- |
|
|
|
- |
|
|
|
3,995 |
|
Cost associated with long term loans |
|
|
(828 |
) |
|
|
(391 |
) |
|
|
(1,466 |
) |
|
|
(706 |
) |
|
|
(1,877 |
) |
|
|
(1,568 |
) |
Payment of principal of lease liabilities |
|
|
(187 |
) |
|
|
(577 |
) |
|
|
(486 |
) |
|
|
(777 |
) |
|
|
(1,156 |
) |
|
|
(520 |
) |
Proceeds from long term loans |
|
|
10,098 |
|
|
|
20,735 |
|
|
|
10,478 |
|
|
|
21,499 |
|
|
|
32,157 |
|
|
|
11,206 |
|
Repayment of long-term loans |
|
|
(4,310 |
) |
|
|
(5,916 |
) |
|
|
(6,667 |
) |
|
|
(6,602 |
) |
|
|
(12,736 |
) |
|
|
(7,130 |
) |
Repayment of Debentures |
|
|
(35,845 |
) |
|
|
(17,763 |
) |
|
|
(35,845 |
) |
|
|
(17,763 |
) |
|
|
(17,763 |
) |
|
|
(38,336 |
) |
Proceeds from issuance of Debentures, net |
|
|
9,340 |
|
|
|
- |
|
|
|
45,790 |
|
|
|
55,808 |
|
|
|
55,808 |
|
|
|
48,972 |
|
Net cash provided by (used in) financing activities |
|
|
(21,732 |
) |
|
|
(3,912 |
) |
|
|
15,539 |
|
|
|
51,459 |
|
|
|
54,433 |
|
|
|
16,619 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate fluctuations on cash and cash
equivalents |
|
|
(479 |
) |
|
|
(1,536 |
) |
|
|
1,188 |
|
|
|
(3,478 |
) |
|
|
(2,387 |
) |
|
|
1,270 |
|
Increase in cash and cash equivalents |
|
|
(27,719 |
) |
|
|
4,133 |
|
|
|
4,489 |
|
|
|
27,412 |
|
|
|
5,097 |
|
|
|
4,800 |
|
Cash and cash equivalents at the beginning of the period |
|
|
82,722 |
|
|
|
69,737 |
|
|
|
51,127 |
|
|
|
46,458 |
|
|
|
46,458 |
|
|
|
54,680 |
|
Cash from disposal groups classified as held-for-sale |
|
|
1,041 |
|
|
|
(36 |
) |
|
|
428 |
|
|
|
(36 |
) |
|
|
(428 |
) |
|
|
458 |
|
Cash and cash equivalents at the end of the
period |
|
|
56,044 |
|
|
|
73,834 |
|
|
|
56,044 |
|
|
|
73,834 |
|
|
|
51,127 |
|
|
|
59,938 |
|
* Convenience translation into US$ (exchange rate as at
June 30, 2024: euro 1 = US$ 1.069)
Ellomay Capital Ltd. and its Subsidiaries
Operating Segments (Unaudited)
|
|
Italy |
|
|
Spain |
|
|
USA |
|
|
Netherlands |
|
|
Israel |
|
|
|
|
|
|
|
|
|
|
|
|
Solar |
|
|
Subsidized SolarPlants |
|
|
28 MWSolar |
|
|
TalasolSolar |
|
|
Solar |
|
|
Biogas |
|
|
Dorad |
|
|
Manara Pumped Storage |
|
|
Solar* |
|
|
Totalreportablesegments |
|
|
Reconciliations |
|
|
Totalconsolidated |
|
|
|
For the six months ended June 30, 2024 |
|
|
|
€ in thousands |
|
Revenues |
|
|
529 |
|
|
|
1,423 |
|
|
|
513 |
|
|
|
8,973 |
|
|
|
- |
|
|
|
8,018 |
|
|
|
29,803 |
|
|
|
- |
|
|
|
278 |
|
|
|
49,537 |
|
|
|
(30,081 |
) |
|
|
19,456 |
|
Operating expenses |
|
|
- |
|
|
|
(273 |
) |
|
|
(337 |
) |
|
|
(2,252 |
) |
|
|
- |
|
|
|
(6,661 |
) |
|
|
(22,088 |
) |
|
|
- |
|
|
|
(142 |
) |
|
|
(31,753 |
) |
|
|
22,230 |
|
|
|
(9,523 |
) |
Depreciation expenses |
|
|
(1 |
) |
|
|
(460 |
) |
|
|
(587 |
) |
|
|
(5,741 |
) |
|
|
- |
|
|
|
(1,442 |
) |
|
|
(2,716 |
) |
|
|
- |
|
|
|
(48 |
) |
|
|
(10,995 |
) |
|
|
2,764 |
|
|
|
(8,231 |
) |
Gross profit (loss) |
|
|
528 |
|
|
|
690 |
|
|
|
(411 |
) |
|
|
980 |
|
|
|
- |
|
|
|
(85 |
) |
|
|
4,999 |
|
|
|
- |
|
|
|
88 |
|
|
|
6,789 |
|
|
|
(5,087 |
) |
|
|
1,702 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted gross profit (loss) |
|
|
528 |
|
|
|
690 |
|
|
|
(411 |
) |
|
|
980 |
|
|
|
- |
|
|
|
(85 |
) |
|
|
4,999 |
|
|
|
- |
|
|
|
317 |
2 |
|
|
7,018 |
|
|
|
(5,316 |
) |
|
|
1,702 |
|
Project development costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,281 |
) |
General and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,034 |
) |
Share of loss of equity accounted investee |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,809 |
|
Operating profit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,804 |
) |
Financing income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,424 |
|
Financing income in connection with derivatives and warrants,
net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,852 |
|
Financing expenses in connection with projects finance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,953 |
) |
Financing expenses in connection with debentures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,562 |
) |
Interest expenses on minority shareholder loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,088 |
) |
Other financing expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(283 |
) |
Financing expenses, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,610 |
) |
Loss before taxes on income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,414 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets as at June 30, 2024 |
|
|
50,898 |
|
|
|
12,828 |
|
|
|
19,345 |
|
|
|
224,778 |
|
|
|
38,411 |
|
|
|
31,411 |
|
|
|
98,481 |
|
|
|
176,865 |
|
|
|
- |
|
|
|
653,400 |
|
|
|
(18,618 |
) |
|
|
634,782 |
|
* The results of the Talmei Yosef solar plant are presented
as a discontinued operation.
2 The gross profit of the Talmei Yosef solar plant located in
Israel is adjusted to include income from the sale of electricity
(approximately €1,264 thousand) and depreciation expenses
(approximately €757 thousand) under the fixed asset model, which
were not recognized as revenues and depreciation expenses,
respectively, under the financial asset model as per IFRIC 12.
Ellomay Capital Ltd. and its Subsidiaries
Reconciliation of Profit to EBITDA
(Unaudited)
|
|
For the three monthsended June
30, |
|
|
For the six months endedJune
30, |
|
|
For the year endedDecember
31, |
|
|
For the six months endedJune
30, |
|
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
|
2023 |
|
|
2024 |
|
|
|
€ in thousands |
|
|
Convenience Translation into US$ in
thousands* |
|
Net profit (loss) for the period |
|
|
1,573 |
|
|
|
1,289 |
|
|
|
(3,347 |
) |
|
|
4,563 |
|
|
|
625 |
|
|
|
(3,581 |
) |
Financing (income) expenses, net |
|
|
(702 |
) |
|
|
240 |
|
|
|
2,610 |
|
|
|
(1,489 |
) |
|
|
3,557 |
|
|
|
2,793 |
|
Taxes on income (Tax benefit) |
|
|
(160 |
) |
|
|
136 |
|
|
|
(988 |
) |
|
|
(1,216 |
) |
|
|
(1,436 |
) |
|
|
(1,057 |
) |
Depreciation and amortization expenses |
|
|
4,176 |
|
|
|
3,831 |
|
|
|
8,231 |
|
|
|
7,826 |
|
|
|
16,012 |
|
|
|
8,803 |
|
EBITDA |
|
|
4,887 |
|
|
|
5,496 |
|
|
|
6,506 |
|
|
|
9,684 |
|
|
|
18,758 |
|
|
|
6,958 |
|
* Convenience translation into US$ (exchange rate as at
June 30, 2024: euro 1 = US$ 1.069)
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 18, 2024, and below.
Net Financial Debt
As of June 30, 2024, the Company’s Net Financial
Debt, (as such term is defined in the Deeds of Trust of the
Company’s Debentures), was approximately €101 million (consisting
of approximately €284.53 million of short-term and long-term debt
from banks and other interest bearing financial obligations,
approximately €159.54 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 and April 2024)), net of approximately €58.5 million of cash
and cash equivalents, short-term deposits and marketable securities
and net of approximately €284.55 million of project finance and
related hedging transactions of the Company’s subsidiaries). The
Net Financial Debt and other information included in this
disclosure do not include the private placement of Series F
Debentures consummated in August 2024.
3 The amount of short-term and long-term debt from banks and
other interest-bearing financial obligations provided above,
includes an amount of approximately €4.5 million costs associated
with such debt, which was capitalized and therefore offset from the
debt amount that is recorded in the Company’s balance sheet. 4 The
amount of the debentures provided above includes an amount of
approximately €6.6 million associated costs, which was capitalized
and discount or premium and therefore offset from the debentures
amount that is recorded in the Company’s balance sheet. This amount
also includes the accrued interest as at June 30, 2024 in the
amounts of approximately €1.5 million. 5 The project finance amount
deducted from the calculation of Net Financial Debt includes
project finance obtained from various sources, including financing
entities and the minority shareholders in project companies held by
the Company (provided in the form of shareholders’ loans to the
project companies).
Ellomay Capital Ltd. and its Subsidiaries
Information for the Company’s Debenture
Holders (cont’d)
Information for the Company’s Series C Debenture
Holders
The Deed of Trust governing the Company’s Series
C Debentures (as amended on June 6, 2022, the “Series C
Deed of Trust”), includes an undertaking by the Company to
maintain certain financial covenants, whereby a breach of such
financial covenants for two consecutive quarters is a cause for
immediate repayment. As of June 30, 2024, the Company was in
compliance with the financial covenants set forth in the Series C
Deed of Trust as follows: (i) the Company’s Adjusted Shareholders’
Equity (as defined in the Series C Deed of Trust) was approximately
€117.1 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 46.3%, and (iii) the ratio of the Company’s Net Financial
Debt to the Company’s Adjusted EBITDA6, was 5.7.
The following is a reconciliation between the
Company’s loss and the Adjusted EBITDA (as defined in the Series C
Deed of Trust) for the four-quarter period ended June 30, 2024:
|
|
For thefour-quarterperiod
endedJune 30,2024 |
|
|
|
Unaudited |
|
|
|
€ in thousands |
|
Loss for the period |
|
|
(7,285 |
) |
Financing expenses, net |
|
|
7,656 |
|
Taxes on income |
|
|
(1,208 |
) |
Depreciation |
|
|
16,417 |
|
Share-based payments |
|
|
120 |
|
Adjustment to revenues of the
Talmei Yosef solar plant due to calculation based on the fixed
asset model |
|
|
1,871 |
|
Adjusted EBITDA as defined the
Series C Deed of Trust |
|
|
17,571 |
|
6 The term “Adjusted EBITDA” is defined in the Series C
Deed of Trust as earnings before financial expenses, net, taxes,
depreciation and amortization, where the revenues from the
Company’s operations, such as the Talmei Yosef solar plant, are
calculated based on the fixed asset model and not based on the
financial asset model (IFRIC 12), and before share-based payments.
The Series C Deed of Trust provides that for purposes of the
financial covenant, the Adjusted EBITDA will be calculated based on
the four preceding quarters, in the aggregate. The Adjusted EBITDA
is presented in this press release as part of the Company’s
undertakings towards the holders of its Series C Debentures. For a
general discussion of the use of non-IFRS measures, such as EBITDA
and Adjusted EBITDA see above under “Use of NON-IFRS Financial
Measures.”
Ellomay Capital Ltd. and its Subsidiaries
Information for the Company’s Debenture
Holders (cont’d)
Information for the Company’s Series D Debenture
Holders
The Deed of Trust governing the Company’s Series
D Debentures includes an undertaking by the Company to maintain
certain financial covenants, whereby a breach of such financial
covenants for the periods set forth in the Series D Deed of Trust
is a cause for immediate repayment. As of June 30, 2024, the
Company was in compliance with the financial covenants set forth in
the Series D Deed of Trust as follows: (i) the Company’s Adjusted
Shareholders’ Equity (as defined in the Series D Deed of Trust) was
approximately €117.1 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 46.3%, and (iii) the ratio of the Company’s
Net Financial Debt to the Company’s Adjusted EBITDA7 was 5.4.
The following is a reconciliation between the
Company’s loss and the Adjusted EBITDA (as defined in the Series D
Deed of Trust) for the four-quarter period ended June 30, 2024:
|
|
For thefour-quarterperiod
endedJune 30,2024 |
|
|
|
Unaudited |
|
|
|
€ in thousands |
|
Loss for the period |
|
|
(7,285 |
) |
Financing expenses, net |
|
|
7,656 |
|
Taxes on income |
|
|
(1,208 |
) |
Depreciation and amortization expenses |
|
|
16,417 |
|
Share-based payments |
|
|
120 |
|
Adjustment to revenues of the Talmei Yosef PV Plant due to
calculation based on the fixed asset model |
|
|
1,871 |
|
Adjustment to data relating to projects with a Commercial Operation
Date during the four preceding quarters8 |
|
|
1,081 |
|
Adjusted EBITDA as defined the Series D Deed of Trust |
|
|
18,652 |
|
7 The term “Adjusted EBITDA” is defined in the Series D Deed of
Trust as earnings before financial expenses, net, taxes,
depreciation and amortization, where the revenues from the
Company’s operations, such as the Talmei Yosef PV Plant, are
calculated based on the fixed asset model and not based on the
financial asset model (IFRIC 12), and before share-based payments,
when the data of assets or projects whose Commercial Operation Date
(as such term is defined in the Series D Deed of Trust) occurred in
the four quarters that preceded the relevant date will be
calculated based on Annual Gross Up (as such term is defined in the
Series D Deed of Trust). The Series D Deed of Trust provides that
for purposes of the financial covenant, the Adjusted EBITDA will be
calculated based on the four preceding quarters, in the aggregate.
The Adjusted EBITDA is presented in this press release as part of
the Company’s undertakings towards the holders of its Series D
Debentures. For a general discussion of the use of non-IFRS
measures, such as EBITDA and Adjusted EBITDA see above under “Use
of NON-IFRS Financial Measures.” 8 The adjustment is based on the
results of solar plants in Italy that were connected to the grid
and commenced delivery of electricity to the grid during the six
months ended June 30, 2024. As these solar plants have not reached
PAC (Preliminary Acceptance Certificate) as of June 30, 2024, the
Company recorded revenues and did not have direct expenses in
connection with these solar plants. However, for the sake of
caution, the Company included the expected fixed expenses in
connection with these solar plants in the calculation of the
adjustment.
Ellomay Capital Ltd. and its Subsidiaries
Information for the Company’s Debenture
Holders (cont’d)
Information for the Company’s Series 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 June 30, 2024, the
Company was in compliance with the financial covenants set forth in
the Series E Deed of Trust as follows: (i) the Company’s Adjusted
Shareholders’ Equity (as defined in the Series E Deed of Trust) was
approximately €117.1 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 46.3%, and (iii) the ratio of the Company’s
Net Financial Debt to the Company’s Adjusted EBITDA9 was 5.4.
The following is a reconciliation between the
Company’s loss and the Adjusted EBITDA (as defined in the Series E
Deed of Trust) for the four-quarter period ended June 30, 2024:
|
|
For thefour-quarterperiod
endedJune 30,2024 |
|
|
|
Unaudited |
|
|
|
€ in thousands |
|
Loss for the period |
|
|
(7,285 |
) |
Financing expenses, net |
|
|
7,656 |
|
Taxes on income |
|
|
(1,208 |
) |
Depreciation and amortization expenses |
|
|
16,417 |
|
Share-based payments |
|
|
120 |
|
Adjustment to revenues of the Talmei Yosef PV Plant due to
calculation based on the fixed asset model |
|
|
1,871 |
|
Adjustment to data relating to projects with a Commercial Operation
Date during the four preceding quarters10 |
|
|
1,081 |
|
Adjusted EBITDA as defined the Series E Deed of Trust |
|
|
18,652 |
|
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 June 30, 2024, the value of the assets
pledged to the holders of the Series E Debentures in the Company’s
books (unaudited) is approximately €33.5 million (approximately NIS
134.8 million based on the exchange rate as of such date).
9 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.” 10 The adjustment is based on the
results of solar plants in Italy that were connected to the grid
and commenced delivery of electricity to the grid during the six
months ended June 30, 2024. As these solar plants have not reached
PAC (Preliminary Acceptance Certificate) as of June 30, 2024, the
Company recorded revenues and did not have direct expenses in
connection with these solar plants. However, for the sake of
caution, the Company included the expected fixed expenses in
connection with these solar plants in the calculation of the
adjustment.
Ellomay Capital Ltd. and its Subsidiaries
Information for the Company’s Debenture
Holders (cont’d)
Information for the Company’s Series F Debenture
Holders
The Deed of Trust governing the Company’s Series
F Debentures includes an undertaking by the Company to maintain
certain financial covenants, whereby a breach of such financial
covenants for the periods set forth in the Series F Deed of Trust
is a cause for immediate repayment. As of June 30, 2024, the
Company was in compliance with the financial covenants set forth in
the Series F Deed of Trust as follows: (i) the Company’s Adjusted
Shareholders’ Equity (as defined in the Series F Deed of Trust) was
approximately €116.3 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 46.5%, and (iii) the ratio of the Company’s
Net Financial Debt to the Company’s Adjusted EBITDA11 was 5.4.
The following is a reconciliation between the
Company’s loss and the Adjusted EBITDA (as defined in the Series F
Deed of Trust) for the four-quarter period ended June 30, 2024:
|
|
For thefour-quarterperiod
endedJune 30,2024 |
|
|
|
Unaudited |
|
|
|
€ in thousands |
|
Loss for the period |
|
|
(7,285 |
) |
Financing expenses, net |
|
|
7,656 |
|
Taxes on income |
|
|
(1,208 |
) |
Depreciation and amortization expenses |
|
|
16,417 |
|
Share-based payments |
|
|
120 |
|
Adjustment to revenues of the Talmei Yosef PV Plant due to
calculation based on the fixed asset model |
|
|
1,871 |
|
Adjustment to data relating to projects with a Commercial Operation
Date during the four preceding quarters12 |
|
|
1,081 |
|
Adjusted EBITDA as defined the Series F Deed of Trust |
|
|
18,652 |
|
11 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.” 12 The adjustment is based on the
results of solar plants in Italy that were connected to the grid
and commenced delivery of electricity to the grid during the six
months ended June 30, 2024. As these solar plants have not reached
PAC (Preliminary Acceptance Certificate) as of June 30, 2024, the
Company recorded revenues and did not have direct expenses in
connection with these solar plants. However, for the sake of
caution, the Company included the expected fixed expenses in
connection with these solar plants in the calculation of the
adjustment.
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