TEL-AVIV, Israel, March 31,
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 fourth quarter and year ended
December 31, 2023.
Financial Highlights
• Total assets as of December 31,
2023 amounted to approximately €611.7 million, compared to
total assets as of December 31, 2022
of approximately €576.2 million.
• Revenues1 for the three months ended
December 31, 2023 and 2022 were
approximately €8.4 million. Revenues for the year ended
December 31, 2023, were approximately
€48.8 million, compared to approximately €52.2 million for the year
ended December 31, 2022.
• Loss for the three months ended December 31, 2023 was approximately €9.8 million,
compared to a profit of approximately €2.5 million for the three
months ended December 31, 2022.
Profit for the year ended December 31,
2023, was approximately €0.6 million, compared with
approximately €0.1 million for the year ended December 31, 2022.
• EBITDA loss for the three months ended December 31, 2023 was approximately €2.5 million,
compared to EBITDA of approximately €1.7 million for the three
months ended December 31, 2022.
EBITDA for the year ended December 31,
2023 was approximately €18.8 million, compared to
approximately €20.8 million for the year ended December 31, 2022. 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 PV
plant located in Talmei Yosef, Israel in consideration for NIS 44.75 million (approximately €11.2 million),
with an additional potential payment of up to NIS 4 million in the event the Talmei Yosef PV
Plant produces more than 18 million Kwh during 2024. In connection
with the expected sale, the Company presents the results of this PV
plant as discontinued operations and the results for the year and
for the three months ended December 31,
2022 are adjusted accordingly. See below for additional
information.
Financial Overview for the Year Ended December 31, 2023
• Revenues were approximately €48.8 million for the year
ended December 31, 2023, compared to
approximately €52.2 million for the year ended December 31, 2022. The decrease in revenues
mainly results from the decrease in electricity prices in
Spain and from a curtailment of
the electricity supply from the Company's facilities in
Spain to the grid during
June 2023 due to maintenance and
upgrade work on the main transmission line between Spain and Portugal, which caused a decrease in revenues
of approximately €1 million. The Company subsequently implemented a
solution aimed at minimizing the impact of future similar
curtailments due to maintenance and upgrades to the national grid.
The decrease in revenues was partially offset by an increase in
revenues from the Company's biogas plants in the Netherlands, resulting mainly from
increased production and an increase in the 2023 gas price, and
from the connection to the grid of Ellomay Solar (a 28 MW
photovoltaic plant in Spain)
during June 2022, upon which the
Company commenced recognition of revenues.
• Operating expenses were approximately €22.9 million for
the year ended December 31, 2023,
compared to approximately €23.7 million for the year ended
December 31, 2022. The decrease in
operating expenses mainly results from a decrease in payments under
the Spanish RDL 17/2022, caused by a reduction in the electricity
market price. RDL 17/2022 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. As a result of the decrease in the
electricity market price in Spain
during the year ended December 31,
2023, the payments under RDL 17/2022 were lower compared to
last year. This decrease in operating expenses was partially offset
by increased operating expenses in connection with the Company's
biogas operations in the
Netherlands caused by higher production and the use of
higher quality raw materials, and from the connection to the grid
of Ellomay Solar during June 2022,
upon which the Company commenced recognition of expenses.
Depreciation and amortization expenses were approximately €16
million for the year ended December 31,
2023, compared to approximately €15.6 million for the year
ended December 31, 2022. The increase
in depreciation and amortization expenses is mainly attributable to
the commencement of recognition of results of Ellomay Solar upon
connection to the Spanish grid in June
2022.
• Project development costs were approximately €4.5
million for the year ended December 31,
2023, compared to approximately €3.8 million for the year
ended December 31, 2022. The increase
in project development costs is mainly due to development expenses
in connection with photovoltaic projects in the USA, Italy,
and Israel.
• General and administrative expenses were approximately
€5.3 million for the year ended December 31,
2023, compared to approximately €5.9 million for the year
ended December 31, 2022. The decrease
in general and administrative expenses is mostly due to a decrease
in D&O liability insurance costs and to bonuses paid to
employees in 2022.
• The Company's share of profits of equity accounted
investee, after elimination of intercompany transactions, was
approximately €4.3 million for the year ended December 31, 2023, compared to approximately €1.2
million for the year ended December 31,
2022. The increase in share of profits of equity accounted
investee was mainly due to the increase in revenues of Dorad Energy
Ltd. ("Dorad") due to higher quantities produced and a
higher electricity tariff, partially offset by an increase in
operating expenses in connection with the increased production and
higher tariff.
• Financing expenses, net, were approximately €3.6 million
for the year ended December 31, 2023,
compared to approximately €3.5 million for the year ended
December 31, 2022. The increase in
financing expenses, net, was mainly attributable to higher interest
expenses in connection with the Company's loans (net of any related
SWAP payments) and debentures amounting to an aggregate amount of
approximately €11.6 million in the year ended December 31, 2023, compared to approximately €9.2
million for the year ended December 31,
2022. The increase in interest expenses mainly resulted from
the issuance of the Company's Series E debentures in February 2023 and from higher interest rates
applied to variable interest rate bearing loans. This increase was
partially offset by higher interest income due to increased
interest rates amounting to approximately €2 million in the year
ended December 31, 2023, compared to
an amount of approximately €0.3 million for the year ended
December 31, 2022, and to higher
income resulting from exchange rate differences, of approximately
€6.7 million in the year ended December 31,
2023, mainly in connection with the New Israeli Shekel
("NIS") cash and cash equivalents and the Company's NIS
denominated debentures, compared to approximately €6 million for
the year ended December 31, 2022,
caused by the 6.9% devaluation of the NIS against the euro during
the year ended December 31, 2023,
compared to a 6.6% appreciation of the NIS against the euro during
the year ended December 31, 2022.
• Tax benefit was approximately €1.4 million in the year
ended December 31, 2023, compared to
taxes on income of approximately €1.7 million in the year ended
December 31, 2022. The change in tax
is mainly due to the substantial decrease in electricity prices in
Spain, resulting in lower taxable
income of the Company's Spanish subsidiaries.
• Loss from discontinued operations (net of tax) was
approximately €1.8 million in the year ended December 31, 2023, compared to a profit from
discontinued operations of approximately €0.7 million in the year
ended December 31, 2022.
On December 31, 2023, the Company
executed an agreement to sell its holdings in the 9 MW PV plant
located in Talmei Yosef, Israel
(the "Agreement" and the "Talmei Yosef PV Plant,"
respectively). The Agreement provides for the sale of the Company's
holdings in the Talmei Yosef PV Plant to Greenlight Fund Limited
Partnership and Doral Group Renewable Energy Resources Ltd., in
equal parts, in consideration for NIS 44.75
million (approximately €11.2 million), with an additional
potential payment of up to NIS 4
million in the event the Talmei Yosef PV Plant produces more
than 18 million Kwh during 2024. The Agreement further provides for
a cutoff date of June 30, 2023, and
at closing the parties will determine whether an adjustment to the
purchase price is required reflect the Company's entitlement to
revenues (net of expenses) up to such date, taking into account the
results and the cash held by the project company. The Company does
not expect a material adjustment to the purchase price.
In connection with the expected sale of the Talmei Yosef PV
Plant, the Company presents the results of the Talmei Yosef PV
Plant as discontinued operations and the results for the year and
for the three months ended December 31,
2022 are adjusted accordingly. The Talmei Yosef PV Plant is
presented in the Company's financial results as a financial asset,
in accordance with IFRIC 12 under IFRS, and since its acquisition
of the plant, the Company recognized relatively high
profits through its ownership. Accordingly, although the
consideration expected to be received for the Talmei Yosef PV Plant
reflects a market value that is higher than the price invested by
the Company in its acquisition, due to the accounting treatment
under IFRIC 12, the Company recognized a net loss of approximately
€1.8 million in connection with the expected sale.
The Agreement includes customary representations and
indemnification undertakings in connection with breaches of
representations, which, other than with respect to customary
exceptions, are subject to a cap of NIS 9
million and limited to a period of 18 months from the
closing date. The consummation of the sale is subject to various
customary conditions to closing, including receipt of regulatory
approvals and the consent of the financing entity of the Talmei
Yosef PV Plant. All conditions to closing are required to be
fulfilled within an initial period of 90 days from execution of the
Talmei Yosef Sale Agreement, which can be extended to up to 150
days under certain circumstances. The Talmei Yosef PV Plant is
located in southern Israel. One of
the conditions to closing is the end of the "war" status in
southern Israel for a
pre-determined period (based on the official definitions published
by the Israeli Authorities) and that the Talmei Yosef PV Plant is
physically accessible. Based on the circumstances as of the date
hereof, this condition is currently fulfilled but there can be no
assurance that it will continue to be fulfilled on the expected
closing date. The closing of the sale is currently
expected during the second quarter of 2024. The Talmei Yosef
Sale Agreement further provides that in the event that due to the
current war and hostilities in Israel the facility will be damaged or its
output will decrease, the buyers will have the right not to
consummate the acquisition of the plant. The consummation of the
transactions contemplated by the Agreement is subject to the
fulfilment of the conditions to closing as of the date of the
closing. These conditions to closing are mostly not within the
Company's control or the buyers' control. There can be no assurance
as to whether or when the conditions to closing will be satisfied
and as to the impact of the war and hostilities in Israel on the ability to consummate the sale
and on the final purchase price.
• Net profit was approximately €0.6 million in the year
ended December 31, 2023, compared to
approximately €0.1 million in the year ended December 31, 2022.
• Total other comprehensive income was approximately €41.3
million for the year ended December 31,
2023, compared to total other comprehensive loss of
approximately €35.3 million in the year ended December 31, 2022. The change in total other
comprehensive loss mainly results from changes in fair value of
cash flow hedges, including a material increase in the fair value
of the liability resulting from the financial power swap that
covers approximately 80% of the output of the Talasol PV 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 €41.9
million in the year ended December 31,
2023, compared to total comprehensive loss of approximately
€35.2 million in the year ended December 31,
2022.
• EBITDA was approximately €18.8 million for the year
ended December 31, 2023, compared to
approximately €20.8 million for the year ended December 31, 2022.
• Net cash from operating activities was approximately
€9.7 million for the year ended December 31,
2023, compared to approximately €11.3 million for the year
ended December 31, 2022.
CEO Review Fourth Quarter and Full Year 2023
2023 was characterized by a decline in the electricity prices
in Europe compared to the prices
in 2022. The decrease is mainly evident in Spain, whereas in Italy the prices remained relatively stable.
Despite the significant decrease in electricity prices in
Spain, the revenues for 2023 did
not decrease in the same rate and were approximately €48.8 million,
compared to revenues of approximately €52.2 million in 2022. The
main reason that the significant decrease in electricity prices in
Spain has a relatively small
impact on the Company's revenues is that the majority of the
electricity the Company sells in Spain is under a long-term PPA. Net profit for
2023 was approximately €0.6 million, compared to approximately €0.1
million for 2022. The EBITDA for 2023 was approximately €18.8
million, compared to EBITDA of approximately €20.8 million in 2022.
The decrease in the EBIDTA for 2023 was mainly due to a loss from
discontinued operations in the amount of approximately €1.8 million
that was recorded in connection with the expected sale of the
Talmei Yosef facility. Although the consideration expected to be
received for the Talmei Yosef project reflects a market value that
is higher than the price invested by the Company in its
acquisition, because the Talmei Yosef facility is treated as
financial asset under IFRIC 12, the Company recorded a loss in
connection with the expected sale.
The Dorad power station presented an increase in revenues and
net income during 2023, and the net income of Dorad for 2023 was
approximately €53 million.
The development and construction activities of solar projects
in the USA are advancing rapidly
and the construction of the first two projects, with an aggregate
capacity of approximately 27.5 MW, commenced in early 2024. Two
additional projects with an aggregate capacity of approximately 22
MW are expected to commence construction in May 2024 and additional projects scheduled for
construction in 2025 are under development.
In Italy, the construction
of a solar project with a capacity of 18 MW (ELLO 10) commenced, in
addition to solar projects with a capacity of approximately 20 MW
who have finished construction. Of the 20 MW that have finished
construction, 5 MW were connected to the grid during the first
quarter of 2024 and an additional 15 MW are expected to connect to
the grid shortly. Therefore, the additional income from sales of
electricity in Italy will only be
reflected in 2024.
At the end of 2023 an agreement for the sale of the Talmei
Yosef PV project was executed, the cutoff date for the transaction
was set at June 30, 2023. The Company
maintained the rights to a portion of the land in Talmei Yosef,
which will be used to construct projects under development (the
Talmei Yosef Project and the Talmei Yosef Storage Project in
Batteries noted below) that are currently not recorded as fixed
assets in the Company's financial statements. Due to the expected
sale, the financial results of the Talmei Yosef PV plant are
presented as discontinued operations in the Company's financial
results for 2023.
The Company's operations concentrate on three main fields:
- Construction of New Projects: solar projects in the
USA, solar projects in
Italy, and a pumped hydro storage
project in the Manara Cliff in Israel.
- Initiating and Developing of New Projects: solar
projects in Italy, Spain, USA
and Israel.
- Management, Operation and Improvement of Generating
Projects: in Israel (solar),
Spain (solar) and the Netherlands (bio-gas).
Activity in Spain:
During 2023, the Talasol solar project (300 MW, Company's share
is 51%) produced revenues from the sale of electricity and green
certificates of approximately €25 million, slightly below the
expected revenues due to a maintenance event in the main
distribution line that caused a loss of revenues of approximately
€1 million. As a result of the event a system was installed that
significantly limits the possibility that such an event will recur
in the future. Talasol is a party to a financial hedge of its
electricity capture price (PPA). Approximately 80% of its
production (75% based on P-50) are sold under this agreement for a
fixed price. The remaining electricity produced by Talasol is sold
directly to the grid, at spot prices.
During 2023, the Ellomay Solar project (28 MW) produced revenues
from the sale of electricity and green certificates of
approximately €4 million.
Activity in Italy:
The Company has approximately 505 solar MW projects under
advanced development stages, of which licenses have been obtained
for approximately 203 MW. Projects with an aggregate capacity of
approximately 20 MW have finished construction, of which 5 MW was
connected during the first quarter of 2024 and an additional 15 MW
will be connected within a few weeks. The construction works of
ELLO 10 (18 MW) commenced and the completion of the construction is
expected in the third quarter of 2024.
Activity in Israel:
The Manara Pumped Storage Project (Company's share is
83.34%): The Manara Cliff pumped storage project, with a
capacity of 156 MW, 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 case a delay in the date
of operations. The Israeli Electricity Authority currently approved
a postponement of eight 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 Project: 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 third quarter of 2024.
2. The Qelahim Project: 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 fourth quarter of 2024.
With respect to projects 1 and 2, the Company waived the rights
it won in the tender process no. 1 for battery storage and elected
to transition to the regulation that enables direct sale to end
customers.
3. 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.
4. 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.
5. The Company also has approximately 46 solar MW under
preliminary planning stages.
Dorad Power Station (Company's share is approximately
9.4%): the gas flow from the Karish reservoir that began in
November 2022 reduced the gas costs
of Dorad. Dorad benefited from the increase in the TAOZ and the
production component compared to the same period last year. In
addition, the Israeli Electricity Authority's resolution in
connection with the changes of the hourly tariffs, which entered
into force in January 2023, means an
extension of the "summer" period (a month was added to the "summer"
season in which the tariffs are higher), the elimination of the
"GEVA" (average consumption) hours and the change in the "PISGA"
(peak) hours in the intermediate seasons to the afternoon and
evening. As a result, Dorad provides availability to the system
manager for the "SHEFEL" (low) period, which is longer and the
demand of the system manager is higher. As a result of the
continuous operations of the power plant, the maintenance expenses
decreased and the hours of operation increased, increasing
production and the revenues and profit. Moreover, the Israeli
government decided to increase the power station by an additional
650 MW and the National Infrastructure Committee approved the
TTL/11/B plan – expansion of the Dorad power station.
In June 2023, an arbitration award
was given that, among other issues, obligated Zorlu and Edeltech to
refund approximately $130 million to
Dorad and to pay the derivative plaintiffs NIS 20 million as reimbursement of legal
expenses. Appeals on the arbitration award were submitted by both
parties and the appeal process was agreed in advance and is
expected to end in the second quarter of 2024.
Activity in the
Netherlands:
In connection with the military conflict in Ukraine and the stoppage of Russian gas supply
to Europe, there are substantial
changes in the field of biogas in the
Netherlands and Europe.
Europe in general and the Netherlands specifically have set
ambitious goals for increasing gas production from waste. Various
incentives are being considered, the main one is increasing the
price of the green certificates. The price of these certificates
has increased from approximately 13–15 euro cents per cubic meter
to around 45 euro cents per cubic
meter. The prices of green certificates continue to rise and the
expectation is that the price will reach approximately 60 euro cents per cubic meter in 2024.
The Company estimates that with the increasing importance of the
biogas field, this field entered into a new era. In the Netherlands, new legislation was adopted
that obliges the gas suppliers to incorporate green gas in a scope
of up to 20% of the amount supplied by them, valid commencing
January 1, 2025. This legislation and
the growing demand for green certificates derived from the biogas
industry, is expected to add and significantly improve the results
of the biogas segment of the Company.
Activity in Texas,
USA:
During the first quarter of 2024, the construction of the
initial two projects, with an aggregate installed capacity of
approximately 27.5 MW DC commenced, expected completion date is in
September 2024. Two additional
projects with an aggregate installed capacity of approximately 22
MW DC are expected to commence construction in May 2024. The estimated capital cost for the
first two projects is approximately $30-$32 million, of
which the Company's share is expected to be approximately
$19-$21
million. The estimated capital cost for the two additional
projects is approximately $24-$26 million, of
which the Company's share is expected to be $15-$17 million.
The remaining capital costs are expected to be covered by tax
equity partners. The Company is developing additional projects
scheduled for construction in 2025.
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 19 of this press release.
About Ellomay Capital Ltd.
Ellomay is an Israeli based company whose shares are registered
with the NYSE American and with the Tel Aviv Stock Exchange under
the trading symbol "ELLO". Since 2009, Ellomay Capital focuses its
business in the renewable energy and power sectors in Europe, the 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 35.9 MW of photovoltaic power plants
in Spain and a photovoltaic power
plant of approximately 9 MW in Israel;
• 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;
• 51% of Talasol, which owns a photovoltaic plant with a
peak capacity of 300MW in the municipality of Talaván, Cáceres,
Spain;
• 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;
• Ellomay Solar Italy One SRL and Ellomay Solar Italy Two
SRL that are constructing photovoltaic plants with installed
capacity of 14.8 MW and 4.95 MW, respectively, in the Lazio Region,
Italy;
• Ellomay Solar Italy Four SRL, Ellomay Solar Italy Five
SRL, Ellomay Solar Italy Seven SRL, Ellomay Solar Italy Nine SRL
and Ellomay Solar Italy Ten SRL that are developing photovoltaic
projects with installed capacity of 15.06 MW, 87.2 MW, 54.77 MW, 8
MW and 18 MW, respectively, in Italy that have reached "ready to build"
status; and
• Fairfield Solar Project, LLC, Malakoff Solar I, LLC,
Malakoff Solar II, LLC, Mexia Solar I, LLC, Mexia Solar II, LLC,
and Talco Solar, LLC, that are developing photovoltaic projects
with installed capacity of 13.44 MW, 6.96 MW, 6.96 MW, 5.2 MW, 5.2
MW and 9.7 MW respectively, in the Dallas Metropolitan area, Texas, and have reached "ready to build"
status.
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 "will," "estimate," "project," "intend,"
"expect," "believe" and similar expressions are intended to
identify forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. The Company may
not actually achieve the plans, intentions or expectations
disclosed in the forward-looking statements and you should not
place undue reliance on the Company's forward-looking statements.
Various important factors could cause actual results or events to
differ materially from those that may be expressed or implied by
the Company's forward-looking statements, including changes in
electricity prices and demand, regulatory changes, the impact of
the war and hostilities in Israel
and Gaza, increases in interest
rates and inflation, changes in the supply and prices of resources
required for the operation of the Company's facilities (such as
waste and natural gas) and in the price of oil, the impact of the
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: kaliaw@ellomay.com
Ellomay Capital Ltd.
and Its Subsidiaries
|
Condensed
Consolidated Statements of Financial Position
|
|
|
December
31,
|
2023
|
2022
|
2023
|
Unaudited
|
Audited
|
Unaudited
|
€ in
thousands
|
Convenience
Translation
into US$ in thousands*
|
Assets
|
|
|
|
Current
assets:
|
|
|
|
Cash and cash
equivalents
|
51,127
|
46,458
|
56,548
|
Marketable
securities
|
-
|
2,836
|
-
|
Short term
deposits
|
997
|
-
|
1,103
|
Restricted
cash
|
810
|
900
|
896
|
Receivable from
concession project
|
-
|
1,799
|
-
|
Intangible asset from
green certificates
|
553
|
585
|
612
|
Trade and other
receivables
|
11,992
|
12,097
|
13,264
|
Assets of disposal
groups classified as held for sale
|
28,297
|
-
|
31,298
|
|
93,776
|
64,675
|
103,721
|
Non-current
assets
|
|
|
|
Investment in equity
accounted investee
|
31,772
|
30,029
|
35,141
|
Advances on account of
investments
|
898
|
2,328
|
993
|
Receivable from
concession project
|
-
|
24,795
|
-
|
Fixed assets
|
407,982
|
365,756
|
451,244
|
Right-of-use
asset
|
30,967
|
30,020
|
34,251
|
Intangible
asset
|
-
|
4,094
|
-
|
Restricted cash and
deposits
|
17,386
|
20,192
|
19,230
|
Deferred tax
|
8,677
|
23,510
|
9,597
|
Long term
receivables
|
10,446
|
9,270
|
11,554
|
Derivatives
|
10,948
|
1,488
|
12,109
|
|
519,076
|
511,482
|
574,119
|
|
|
|
|
Total
assets
|
612,852
|
576,157
|
677,840
|
|
|
|
|
Liabilities and
Equity
|
|
|
|
Current
liabilities
|
|
|
|
Current maturities of
long-term bank loans
|
9,784
|
12,815
|
10,821
|
Current maturities of
long-term loans
|
5,000
|
10,000
|
5,530
|
Current maturities of
debentures
|
35,200
|
18,714
|
38,933
|
Trade
payables
|
5,249
|
4,504
|
5,808
|
Other
payables
|
10,859
|
11,207
|
12,010
|
Current maturities of
derivatives
|
4,643
|
33,183
|
5,135
|
Current maturities of
lease liabilities
|
700
|
745
|
774
|
Liabilities of disposal
groups classified as held for sale
|
17,142
|
-
|
18,960
|
|
88,577
|
91,168
|
97,971
|
Non-current
liabilities
|
|
|
|
Long-term lease
liabilities
|
23,680
|
22,005
|
26,191
|
Long-term
loans
|
237,781
|
229,466
|
262,995
|
Other long-term bank
loans
|
29,373
|
21,582
|
32,488
|
Debentures
|
104,887
|
91,714
|
116,009
|
Deferred tax
|
2,516
|
6,770
|
2,783
|
Other long-term
liabilities
|
939
|
2,021
|
1,039
|
Derivatives
|
-
|
28,354
|
-
|
|
399,176
|
401,912
|
441,505
|
Total
liabilities
|
487,753
|
493,080
|
539,476
|
Equity
|
|
|
|
Share
capital
|
25,613
|
25,613
|
28,329
|
Share
premium
|
86,159
|
86,038
|
95,295
|
Treasury
shares
|
(1,736)
|
(1,736)
|
(1,920)
|
Transaction reserve
with non-controlling Interests
|
5,697
|
5,697
|
6,301
|
Reserves
|
4,299
|
(12,632)
|
4,755
|
Accumulated
deficit
|
(5,037)
|
(7,256)
|
(5,571)
|
Total equity attributed
to shareholders of the
Company
|
114,995
|
95,724
|
127,189
|
Non-Controlling
Interest
|
10,104
|
(12,647)
|
11,175
|
Total
equity
|
125,099
|
83,077
|
138,364
|
Total liabilities
and equity
|
612,852
|
576,157
|
677,840
|
* Convenience translation into US$ (exchange rate
as at December 31, 2023: euro 1 = US$
1.106)
|
Ellomay Capital Ltd.
and its Subsidiaries
|
Condensed
Consolidated Interim Statements of Profit or Loss and Other
Comprehensive Income (Loss)
|
|
For the three
months
ended December 31,
|
For the year
ended December
31,
|
For the three
months
ended December 31,
|
For the year
ended December 31,
|
2023
|
2022
|
2023
|
2022
|
2023
|
2023
|
Unaudited
|
Unaudited
|
Audited
|
Unaudited
|
€ in
thousands (except per share data)
|
Convenience Translation
into US$*
|
Revenues
|
8,424
|
**8,398
|
48,834
|
**52,241
|
9,317
|
54,012
|
Operating
expenses
|
(5,460)
|
**(5,568)
|
(22,861)
|
**(23,671)
|
(6,039)
|
(25,285)
|
Depreciation and
amortization expenses
|
(4,265)
|
**(4,115)
|
(16,012)
|
**(15,580)
|
(4,717)
|
(17,710)
|
Gross profit
(loss)
|
(1,301)
|
(1,285)
|
9,961
|
12,990
|
(1,439)
|
11,017
|
|
|
|
|
|
|
|
Project development
costs
|
(2,025)
|
(1,104)
|
(4,465)
|
(3,784)
|
(2,240)
|
(4,938)
|
General and
administrative expenses
|
(1,202)
|
**(916)
|
(5,283)
|
**(5,855)
|
(1,329)
|
(5,843)
|
Share of profits of
equity accounted investee
|
(279)
|
650
|
4,320
|
1,206
|
(309)
|
4,778
|
Operating profit
(loss)
|
(4,807)
|
(2,655)
|
4,533
|
4,557
|
(5,317)
|
5,014
|
|
|
|
|
|
|
|
Financing
income
|
345
|
**8,295
|
8,747
|
**6,443
|
382
|
9,675
|
Financing income
(expenses) in connection with derivatives and warrants,
net
|
336
|
(410)
|
251
|
605
|
372
|
278
|
Financing expenses in
connection with projects finance
|
(1,465)
|
**(1,579)
|
(6,077)
|
**(6,008)
|
(1,620)
|
(6,721)
|
Financing expenses in
connection with debentures
|
(1,008)
|
(799)
|
(3,876)
|
(2,130)
|
(1,115)
|
(4,287)
|
Interest expenses on
minority shareholder loan
|
(541)
|
(306)
|
(2,014)
|
(1,529)
|
(598)
|
(2,228)
|
Other financing
expenses
|
(1,499)
|
**(203)
|
(588)
|
**(857)
|
(1,658)
|
(650)
|
Financing income
(expenses), net
|
(3,832)
|
4,998
|
(3,557)
|
(3,476)
|
(4,237)
|
(3,933)
|
Profit (loss) before
taxes on income
|
(8,639)
|
2,343
|
976
|
1,081
|
(9,554)
|
1,081
|
Tax benefit (taxes on
income)
|
799
|
**(95)
|
1,436
|
**(1,652)
|
884
|
1,588
|
Profit (loss) from
continuing operations
|
(7,840)
|
2,248
|
2,412
|
(571)
|
(8,670)
|
2,669
|
Profit (loss) from
discontinued operations (net of tax)
|
(1,975)
|
**228
|
(1,787)
|
**711
|
(2,184)
|
(1,976)
|
Profit (loss) for
the period
|
(9,815)
|
2,476
|
625
|
140
|
(10,854)
|
693
|
Profit (loss)
attributable to:
|
|
|
|
|
|
|
Owners of the
Company
|
(8,490)
|
3,429
|
2,219
|
(357)
|
(9,390)
|
2,456
|
Non-controlling
interests
|
(1,325)
|
(953)
|
(1,594)
|
497
|
(1,464)
|
(1,763)
|
Profit (loss) for
the period
|
(9,815)
|
2,476
|
625
|
140
|
(10,854)
|
693
|
* Convenience
translation into US$ (exchange rate as at December 31, 2023: euro 1
= US$ 1.106)
|
** The results of the
Talmei Yosef PV Plant have been reclassified as discontinued
operations and the results for these periods have been adjusted
accordingly.
|
Ellomay Capital Ltd.
and its Subsidiaries
|
Condensed
Consolidated Interim Statements of Profit or Loss and Other
Comprehensive Income (Loss) (con't)
|
|
|
For the three
months
ended December 31,
|
For the year
ended December
31,
|
For the three
months
ended December 31,
|
For the year ended
December 31,
|
2023
|
2022
|
2023
|
2022
|
2023
|
2023
|
Unaudited
|
Unaudited
|
Audited
|
Unaudited
|
€ in
thousands (except per share data)
|
Convenience
Translation
into US$*
|
Other comprehensive
income (loss) items
|
|
|
|
|
|
|
That after initial
recognition in comprehensive income
(loss) were or will be transferred to profit or
loss:
|
|
|
|
|
|
|
Foreign currency
translation differences for foreign operations
|
1,234
|
(9,035)
|
(7,949)
|
(7,829)
|
1,365
|
(8,792)
|
Effective portion of
change in fair value of cash flow hedges
|
9,409
|
38,656
|
59,558
|
8,976
|
10,407
|
65,873
|
Net change in fair
value of cash flow hedges
transferred to profit
or loss
|
(944)
|
(3,118)
|
(10,333)
|
(36,438)
|
(1,044)
|
(11,429)
|
Total other
comprehensive income (loss)
|
9,699
|
26,503
|
41,276
|
(35,291)
|
10,728
|
45,652
|
|
|
|
|
|
|
|
Total other
comprehensive income (loss) attributable to:
|
|
|
|
|
|
|
Owners of the
Company
|
5,172
|
9,582
|
16,931
|
(19,920)
|
5,721
|
18,726
|
Non-controlling
interests
|
4,527
|
16,921
|
24,345
|
(15,371)
|
5,007
|
26,926
|
Total other
comprehensive income (loss)
|
9,699
|
26,503
|
41,276
|
(35,291)
|
10,728
|
45,652
|
Total
comprehensive income (loss) for
the period
|
(116)
|
28,979
|
41,901
|
(35,151)
|
(126)
|
46,345
|
|
|
|
|
|
|
|
Total
comprehensive income (loss) for the
period attributable to:
|
|
|
|
|
|
|
Owners of the
Company
|
(3,318)
|
13,011
|
19,150
|
(20,277)
|
(3,669)
|
21,182
|
Non-controlling
interests
|
3,202
|
15,968
|
22,751
|
(14,874)
|
3,543
|
25,163
|
Total comprehensive
income (loss) for the period
|
(116)
|
28,979
|
41,901
|
(35,151)
|
(126)
|
46,345
|
Basic profit (loss)
per share
|
(0.66)
|
0.27
|
0.17
|
(0.03)
|
(0.73)
|
0.19
|
Diluted profit
(loss) per share
|
(0.66)
|
0.27
|
0.17
|
(0.03)
|
(0.73)
|
0.19
|
|
|
|
|
|
|
|
Basic profit (loss)
per share continuing operations
|
(0.51)
|
0.25
|
0.31
|
(0.08)
|
(0.56)
|
0.34
|
Diluted profit
(loss) per share continuing operations
|
(0.51)
|
0.25
|
0.31
|
(0.08)
|
(0.56)
|
0.34
|
|
|
|
|
|
|
|
Basic profit (loss)
per share discontinued operations
|
(0.15)
|
0.02
|
(0.14)
|
0.06
|
(0.17)
|
(0.15)
|
Diluted profit
(loss) per share discontinued operations
|
(0.15)
|
0.02
|
(0.14)
|
0.06
|
(0.17)
|
(0.15)
|
* Convenience
translation into US$ (exchange rate as at December 31, 2023: euro 1
= US$ 1.106)
|
** The results of the
Talmei Yosef PV Plant have been reclassified as discontinued
operations and the results for these periods have been adjusted
accordingly.
|
Ellomay Capital Ltd.
and its Subsidiaries
|
Condensed
Consolidated Interim Statements of Changes in Equity
|
|
|
|
Attributable to
shareholders of the Company
|
Non-
controlling
|
Total
|
|
|
Interests
|
Equity
|
Share
capital
|
Share
premium
|
Accumulated
Deficit
|
Treasury
shares
|
Translation reserve
from
foreign
operations
|
Hedging
Reserve
|
Interests
Transaction reserve with
non-controlling
Interests
|
Total
|
|
|
€ in
thousands
|
For the year
ended
|
|
|
|
|
|
|
|
|
|
|
December 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 (loss) for
the year
|
-
|
-
|
2,219
|
-
|
-
|
-
|
-
|
2,219
|
(1,594)
|
625
|
Other comprehensive
loss for the year
|
-
|
-
|
-
|
-
|
(7,585)
|
-
|
-
|
(7,585)
|
(364)
|
(7,949)
|
Total comprehensive
loss for the year
|
-
|
-
|
2,219
|
-
|
(7,585)
|
-
|
-
|
(5,366)
|
(1,958)
|
(7,324)
|
Net change in fair
value of cash flow hedges
|
-
|
-
|
-
|
-
|
-
|
24,516
|
-
|
24,516
|
24,709
|
49,225
|
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
|
|
|
|
|
|
|
|
|
|
|
|
For the three
months
|
|
|
|
|
|
|
|
|
|
|
ended December 31,
2023 (unaudited):
|
|
|
|
|
|
|
|
|
|
|
Balance as at
September 30, 2023
|
25,613
|
86,131
|
3,453
|
(1,736)
|
(801)
|
(72)
|
5,697
|
118,285
|
6,902
|
125,187
|
Profit (loss) for
the period
|
-
|
-
|
(8,490)
|
-
|
-
|
-
|
-
|
(8,490)
|
(1,325)
|
(9,815)
|
Other comprehensive
income (loss) for the period
|
-
|
-
|
-
|
-
|
1,186
|
-
|
-
|
1,186
|
48
|
1,234
|
Total comprehensive
income (loss) for the period
|
-
|
-
|
(8,490)
|
-
|
1,186
|
-
|
-
|
(7,304)
|
(1,277)
|
(8,581)
|
Net change in fair
value of cash flow hedges
|
-
|
-
|
-
|
-
|
-
|
3,986
|
-
|
3,986
|
4,479
|
8,465
|
Transactions with
owners of the Company,
recognized directly in equity:
|
|
|
|
|
|
|
|
|
|
|
Share-based
payments
|
-
|
28
|
-
|
-
|
-
|
-
|
-
|
28
|
-
|
28
|
Balance as at
December 31, 2023
|
25,613
|
86,159
|
(5,037)
|
(1,736)
|
385
|
3,914
|
5,697
|
114,995
|
10,104
|
125,099
|
Ellomay Capital Ltd.
and its Subsidiaries
|
Condensed
Consolidated Interim Statements of Changes in Equity
(cont'd)
|
|
|
|
Attributable to
shareholders of the Company
|
Non-
controlling
|
Total
|
|
|
Interests
|
Equity
|
Share
capital
|
Share
premium
|
Accumulated
Deficit
|
Treasury
shares
|
Translation reserve
from
foreign
operations
|
Hedging
Reserve
|
Interests
Transaction reserve with
non-controlling
Interests
|
Total
|
|
|
€ in
thousands
|
For the year
ended
|
|
|
|
|
|
|
|
|
|
|
December 31, 2022
(unaudited):
|
|
|
|
|
|
|
|
|
|
|
Balance as at
January 1, 2022
|
25,605
|
85,883
|
(6,899)
|
(1,736)
|
15,365
|
(8,077)
|
5,697
|
115,838
|
(1,731)
|
114,107
|
Profit (loss) for
the year
|
-
|
-
|
(357)
|
-
|
-
|
-
|
-
|
(357)
|
497
|
140
|
Other comprehensive
loss for the year
|
-
|
-
|
-
|
-
|
(7,395)
|
-
|
-
|
(7,395)
|
(434)
|
(7,829)
|
Total comprehensive
loss for the year
|
-
|
-
|
(357)
|
-
|
(7,395)
|
-
|
-
|
(7,752)
|
63
|
(7,689)
|
Net change in fair
value of cash flow hedges
|
-
|
-
|
-
|
-
|
-
|
(12,525)
|
-
|
(12,525)
|
(14,937)
|
(27,462)
|
Transactions with
owners of the Company,
recognized directly in equity:
|
|
|
|
|
|
|
|
|
|
|
Issuance of Capital
note to non-controlling interest
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
3,958
|
3,958
|
Options
exercise
|
8
|
28
|
-
|
-
|
-
|
-
|
-
|
36
|
-
|
36
|
Share-based
payments
|
-
|
127
|
-
|
-
|
-
|
-
|
-
|
127
|
-
|
127
|
Balance as at
December 31, 2022
|
25,613
|
86,038
|
(7,256)
|
(1,736)
|
7,970
|
(20,602)
|
5,697
|
95,724
|
(12,647)
|
83,077
|
|
|
|
|
|
|
|
|
|
|
|
For the three
months
|
|
|
|
|
|
|
|
|
|
|
ended December 31,
2022 (unaudited):
|
|
|
|
|
|
|
|
|
|
|
Balance as at
September 30, 2022
|
25,605
|
85,973
|
(10,685)
|
(1,736)
|
16,517
|
(38,731)
|
5,697
|
82,640
|
(28,615)
|
54,025
|
Profit (loss) for
the period
|
-
|
-
|
3,429
|
-
|
-
|
-
|
-
|
3,429
|
(953)
|
2,476
|
Other comprehensive
income (loss) for the period
|
-
|
-
|
-
|
-
|
(8,547)
|
-
|
-
|
(8,547)
|
(488)
|
(9,035)
|
Total comprehensive
income (loss) for the period
|
-
|
-
|
3,429
|
-
|
(8,547)
|
|
-
|
(5,118)
|
(1,441)
|
(6,559)
|
Net change in fair
value of cash flow hedges
|
-
|
-
|
-
|
-
|
-
|
18,129
|
-
|
18,129
|
17,409
|
35,538
|
Transactions with
owners of the Company,
recognized directly in equity:
|
|
|
|
|
|
|
|
|
|
|
Options
exercise
|
8
|
28
|
-
|
-
|
-
|
-
|
-
|
36
|
-
|
36
|
Share-based
payments
|
-
|
37
|
-
|
-
|
-
|
-
|
-
|
37
|
-
|
37
|
Balance as at
December 31, 2022
|
25,613
|
86,038
|
(7,256)
|
(1,736)
|
7,970
|
(20,602)
|
5,697
|
95,724
|
(12,647)
|
83,077
|
Ellomay Capital Ltd.
and its Subsidiaries
|
Condensed
Consolidated Interim Statements of Changes in Equity
(cont'd)
|
|
|
|
Attributable to
shareholders of the Company
|
Non-
controlling
|
Total
|
|
|
Interests
|
Equity
|
Share
capital
|
Share
premium
|
Accumulated
Deficit
|
Treasury
shares
|
Translation reserve
from
foreign
operations
|
Hedging
Reserve
|
Interests
Transaction reserve with
non-controlling
Interests
|
Total
|
|
|
Convenience
translation into US$ (exchange rate as at December 31, 2023: euro 1
= US$ 1.106)
|
For the year
ended
|
|
|
|
|
|
|
|
|
|
|
December 31, 2023
(unaudited):
|
|
|
|
|
|
|
|
|
|
|
Balance as at
January 1, 2023
|
28,329
|
95,161
|
(8,027)
|
(1,920)
|
8,816
|
(22,787)
|
6,301
|
105,873
|
(13,988)
|
91,885
|
Profit (loss) for
the year
|
-
|
-
|
2,456
|
-
|
-
|
-
|
-
|
2,456
|
(1,763)
|
693
|
Other comprehensive
loss for the year
|
-
|
-
|
-
|
-
|
(8,389)
|
-
|
-
|
(8,389)
|
(403)
|
(8,792)
|
Total comprehensive
loss for the year
|
-
|
-
|
2,456
|
-
|
(8,389)
|
-
|
-
|
(5,933)
|
(2,166)
|
(8,099)
|
Net change in fair
value of cash flow hedges
|
-
|
-
|
-
|
-
|
-
|
27,115
|
-
|
27,115
|
27,329
|
54,444
|
Transactions with
owners of the Company,
recognized directly in equity:
|
|
|
|
|
|
|
|
|
|
|
Share-based
payments
|
-
|
134
|
-
|
-
|
-
|
-
|
-
|
134
|
-
|
134
|
Balance as at
December 31, 2023
|
28,329
|
95,295
|
(5,571)
|
(1,920)
|
427
|
4,328
|
6,301
|
127,189
|
11,175
|
138,364
|
|
|
|
|
|
|
|
|
|
|
|
For the three
months
|
|
|
|
|
|
|
|
|
|
|
ended December 31,
2023 (unaudited):
|
|
|
|
|
|
|
|
|
|
|
Balance as at
September 30, 2023
|
28,329
|
95,264
|
3,819
|
(1,920)
|
(885)
|
(81)
|
6,301
|
130,827
|
7,632
|
138,459
|
Profit (loss) for
the period
|
-
|
-
|
(9,390)
|
-
|
-
|
-
|
-
|
(9,390)
|
(1,464)
|
(10,854)
|
Other comprehensive
income (loss) for the period
|
-
|
-
|
-
|
-
|
1,312
|
-
|
-
|
1,312
|
53
|
1,365
|
Total comprehensive
income (loss) for the period
|
-
|
-
|
(9,390)
|
-
|
1,312
|
-
|
-
|
(8,078)
|
(1,411)
|
(9,489)
|
Net change in fair
value of cash flow hedges
|
-
|
-
|
-
|
-
|
-
|
4,409
|
-
|
4,409
|
4,954
|
9,363
|
Transactions with
owners of the Company,
recognized directly in equity:
|
|
|
|
|
|
|
|
|
|
|
Share-based
payments
|
-
|
31
|
-
|
-
|
-
|
-
|
-
|
31
|
-
|
31
|
Balance as at
December 31, 2023
|
28,329
|
95,295
|
(5,571)
|
(1,920)
|
427
|
4,328
|
6,301
|
127,189
|
11,175
|
138,364
|
Ellomay Capital
Ltd. and its Subsidiaries
|
Condensed Consolidated Interim Statements of Cash
Flow
|
|
For the three months ended December
31,
|
For the year ended
December 31,
|
For the three months ended December
31,
|
For the year ended December 31,
|
2023
|
2022
|
2023
|
2022
|
2023
|
2023
|
Unaudited
|
Unaudited
|
Audited
|
Unaudited
|
€ in thousands
|
Convenience Translation into
US$*
|
Cash flows from operating
activities
|
|
|
|
|
|
|
Profit (loss) for the
period
|
(9,815)
|
2,476
|
625
|
140
|
(10,854)
|
693
|
Adjustments for:
|
|
|
|
|
|
|
Financing expenses
(income), net
|
3,632
|
(5,275)
|
3,034
|
2,466
|
4,016
|
3,355
|
Impairment losses on
assets of disposal
groups classified as held-for-sale
|
2,565
|
-
|
2,565
|
-
|
2,837
|
2,837
|
Depreciation and
amortization
|
4,378
|
4,241
|
16,473
|
16,092
|
4,842
|
18,220
|
Share-based payment
transactions
|
28
|
37
|
121
|
127
|
31
|
134
|
Share of profit (loss)
of equity accounted investees
|
279
|
(650)
|
(4,320)
|
(1,206)
|
309
|
(4,778)
|
Payment of interest on
loan from an equity accounted investee
|
33
|
-
|
1,501
|
-
|
36
|
1,660
|
Change in trade
receivables and other receivables
|
133
|
441
|
1,148
|
724
|
147
|
1,270
|
Change in other
assets
|
69
|
(99)
|
(681)
|
(209)
|
76
|
(753)
|
Change in receivables
from concessions project
|
259
|
(48)
|
1,778
|
(521)
|
286
|
1,967
|
Change in trade
payables
|
(332)
|
2,451
|
(45)
|
1,697
|
(367)
|
(50)
|
Change in other
payables
|
(2,820)
|
(591)
|
(2,563)
|
3,807
|
(3,119)
|
(2,835)
|
Income tax expense (tax
benefit)
|
(1,391)
|
153
|
(1,852)
|
2,103
|
(1,538)
|
(2,048)
|
Income taxes
paid
|
(473)
|
(1,938)
|
(912)
|
(6,337)
|
(523)
|
(1,009)
|
Interest
received
|
524
|
493
|
2,936
|
1,896
|
580
|
3,247
|
Interest
paid
|
(4,132)
|
(4,275)
|
(10,082)
|
(9,459)
|
(4,570)
|
(11,151)
|
|
2,752
|
(5,060)
|
9,101
|
11,180
|
3,043
|
10,066
|
Net cash from (used in)
operating activities
|
(7,063)
|
(2,584)
|
9,726
|
11,320
|
(7,811)
|
10,759
|
Cash flows from investing
activities
|
|
|
|
|
|
|
Acquisition of fixed
assets
|
(9,648)
|
(9,543)
|
(61,131)
|
(48,610)
|
(10,671)
|
(67,613)
|
Repayment of loan to an
equity accounted investee
|
1,221
|
-
|
1,324
|
149
|
1,350
|
1,464
|
Loan to an equity
accounted investee
|
(60)
|
(68)
|
(128)
|
(128)
|
(66)
|
(142)
|
Advances on account of
investments
|
-
|
(774)
|
(421)
|
(774)
|
-
|
(466)
|
Proceeds from advances
on account of investments
|
297
|
-
|
2,218
|
-
|
328
|
2,453
|
Proceeds (investment)
in marketable securities
|
-
|
(1,062)
|
2,837
|
(1,062)
|
-
|
3,138
|
Investment in
settlement of derivatives, net
|
-
|
-
|
-
|
(528)
|
-
|
-
|
Proceed from
(investment in) restricted cash, net
|
(53)
|
4,007
|
840
|
(4,873)
|
(59)
|
929
|
Proceeds from
(investment in) short term deposit
|
-
|
-
|
(1,092)
|
27,645
|
-
|
(1,208)
|
Net cash used in investing
activities
|
(8,243)
|
(7,440)
|
(55,553)
|
(28,181)
|
(9,118)
|
(61,445)
|
Cash flows from financing
activities
|
|
|
|
|
|
|
Proceeds from
options
|
-
|
36
|
-
|
36
|
-
|
-
|
Cost associated with
long term loans
|
(690)
|
-
|
(1,877)
|
(9,988)
|
(763)
|
(2,076)
|
Payment of principal of
lease liabilities
|
(190)
|
(155)
|
(1,156)
|
(5,703)
|
(210)
|
(1,279)
|
Proceeds from long-term
loans
|
10,787
|
19,011
|
32,157
|
215,170
|
11,931
|
35,567
|
Repayment of long-term
loans
|
(5,746)
|
(5,308)
|
(12,736)
|
(153,751)
|
(6,355)
|
(14,087)
|
Repayment of
debentures
|
-
|
-
|
(17,763)
|
(19,764)
|
-
|
(19,647)
|
Repayment of SWAP
instrument associated with long term loans
|
-
|
-
|
-
|
(3,290)
|
-
|
-
|
Proceed from settlement
of derivatives, net
|
-
|
-
|
-
|
3,800
|
-
|
-
|
Proceeds from issuance
of debentures, net
|
-
|
-
|
55,808
|
-
|
-
|
61,726
|
Net cash from financing
activities
|
4,161
|
13,584
|
54,433
|
26,510
|
4,603
|
60,204
|
Effect of exchange rate
fluctuations on cash and cash equivalents
|
601
|
(5,589)
|
(3,509)
|
(4,420)
|
663
|
(3,881)
|
Increase (decrease) in
cash and cash equivalents
|
(10,544)
|
(2,029)
|
5,097
|
5,229
|
(11,663)
|
5,637
|
Cash and cash
equivalents at the beginning of year
|
62,099
|
48,487
|
46,458
|
41,229
|
68,684
|
51,384
|
Cash from disposal
groups classified as held-for-sale
|
(428)
|
-
|
(428)
|
-
|
(473)
|
(473)
|
Cash and cash equivalents at the end of the
period
|
51,127
|
46,458
|
51,127
|
46,458
|
56,548
|
56,548
|
* Convenience
translation into US$ (exchange rate as at December 31, 2023: euro 1
= US$ 1.106)
|
|
|
Ellomay Capital Ltd.
and its Subsidiaries
|
Operating
Segments
|
|
PV
|
|
|
|
Total
|
|
|
|
|
Ellomay
|
|
|
|
Bio
|
|
|
reportable
|
|
Total
|
Italy
|
Spain
|
Solar
|
Talasol
|
USA
|
Israel
|
Gas
|
Dorad
|
Manara
|
segments
|
Reconciliations
|
consolidated
|
For the year ended
December 31, 2023
|
€ in thousands
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
-
|
2,791
|
4,051
|
24,971
|
-
|
-
|
17,021
|
63,973
|
-
|
112,807
|
(63,973)
|
48,834
|
Operating
expenses
|
-
|
(517)
|
(1,825)
|
(5,786)
|
-
|
-
|
(14,733)
|
(47,322)
|
-
|
(70,183)
|
47,322
|
(22,861)
|
Depreciation
expenses
|
(1)
|
(912)
|
(946)
|
(11,459)
|
-
|
-
|
(2,670)
|
(5,689)
|
-
|
(21,677)
|
5,665
|
(16,012)
|
Gross profit
(loss)
|
(1)
|
1,362
|
1,280
|
7,726
|
-
|
-
|
(382)
|
10,962
|
-
|
20,947
|
(10,986)
|
9,961
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Project development
costs
|
|
|
|
|
|
|
|
|
|
|
|
(4,465)
|
General and
administrative expenses
|
|
|
|
|
|
|
|
|
|
|
|
(5,283)
|
Share of loss of equity
accounted investee
|
|
|
|
|
|
|
|
|
|
|
|
4,320
|
Operating
profit
|
|
|
|
|
|
|
|
|
|
|
|
4,533
|
Financing
income
|
|
|
|
|
|
|
|
|
|
|
|
8,747
|
Financing expenses in
connection
|
|
|
|
|
|
|
|
|
|
|
|
|
with
derivatives and warrants,
net
|
|
|
|
|
|
|
|
|
|
|
|
251
|
Financing expenses in
connection with projects finance
|
|
|
|
|
|
|
|
|
|
|
|
(6,077)
|
Financing expenses in
connection with debentures
|
|
|
|
|
|
|
|
|
|
|
|
(3,876)
|
Interest expenses on
minority shareholder loan
|
|
|
|
|
|
|
|
|
|
|
|
(2,014)
|
Other financing
expenses
|
|
|
|
|
|
|
|
|
|
|
|
(588)
|
Financing expenses,
net
|
|
|
|
|
|
|
|
|
|
|
|
(3,557)
|
Loss before taxes on
income
|
|
|
|
|
|
|
|
|
|
|
|
976
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets as at December 31,
2023
|
40,054
|
12,807
|
18,666
|
231,142
|
6,267
|
28,297
|
31,164
|
97,339
|
169,783
|
635,519
|
(22,667)
|
612,852
|
Ellomay Capital Ltd.
and its Subsidiaries
|
Reconciliation of
Profit (Loss) to EBITDA (Loss)
|
|
For the three months
ended December 31,
|
For the year ended
December 31,
|
For the three
months
ended December 31,
|
For the year ended
December 31,
|
2023
|
2022
|
2023
|
2022
|
2023
|
2023
|
€ in
thousands
|
Convenience Translation into
US$*
|
Net profit (loss)
for the period
|
(9,815)
|
2,476
|
625
|
140
|
(10,854)
|
2,669
|
Financing expenses,
net
|
3,832
|
**(4,998)
|
3,557
|
**3,476
|
4,237
|
3,933
|
Taxes on income (tax
benefit)
|
(799)
|
**95
|
(1,436)
|
**1,652
|
(884)
|
(1,588)
|
Depreciation and
amortization expenses
|
4,265
|
**4,115
|
16,012
|
**15,580
|
4,717
|
17,710
|
EBITDA
(loss)
|
(2,517)
|
1,688
|
18,758
|
20,848
|
(2,784)
|
22,724
|
* Convenience
translation into US$ (exchange rate as at December 31, 2023: euro 1
= US$ 1.106)
|
** The results of the
Talmei Yosef PV Plant have been reclassified as discontinued
operations and the results for these periods have been adjusted
accordingly.
|
Ellomay Capital Ltd. and its Subsidiaries
Information for the Company's Debenture Holder
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 December 31, 2023, the
Company's Net Financial Debt, (as such term is defined in the Deeds
of Trust of the Company's Debentures), was approximately €89.6
million (consisting of approximately €299.82 million of
short-term and long-term debt from banks and other interest bearing
financial obligations, approximately €141.73 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) and the Series E Secured Debentures issuance (in
February 2023), net of approximately
€52.1 million of cash and cash equivalents, short-term deposits and
marketable securities and net of approximately €299.84
million of project finance and related hedging transactions of the
Company's subsidiaries). The Series F Debentures were issued in
January 2024, therefore the results
of their issuance are not included in the calculation of the
financial covenants as of December 31,
2023.
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 December 31, 2023, 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 €120.8 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 42.6%, and (iii) the ratio of the Company's
Net Financial Debt to the Company's Adjusted EBITDA5,
was 4.2.
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 December
31, 2023:
|
For the four-quarter
period ended December 31, 2023
|
Unaudited
|
€ in
thousands
|
Profit for the
period
|
625
|
Financing expenses,
net
|
3,557
|
Tax benefit
|
(1,436)
|
Depreciation and
amortization expenses
|
16,012
|
Share-based
payments
|
121
|
Adjustment to revenues
of the Talmei Yosef PV Plant
due to calculation based on the fixed asset model
|
2,463
|
Adjusted EBITDA as
defined the Series C Deed of Trust
|
21,342
|
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 December 31, 2023, 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 €120.8 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 42.6%, and (iii) the ratio of the Company's
Net Financial Debt to the Company's Adjusted EBITDA6 was
4.2.
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 December
31, 2023:
|
For the four-quarter
period
ended December 31, 2023
|
Unaudited
|
€ in
thousands
|
Profit for the
period
|
625
|
Financing expenses,
net
|
3,557
|
Tax benefit
|
(1,436)
|
Depreciation and
amortization expenses
|
16,012
|
Share-based
payments
|
121
|
Adjustment to revenues
of the Talmei Yosef PV Plant
due to calculation based on the fixed asset model
|
2,463
|
Adjusted EBITDA as
defined the Series D Deed of Trust
|
21,342
|
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 December 31,
2023, 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 €120.8 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 42.6%, and
(iii) the ratio of the Company's Net Financial Debt to the
Company's Adjusted EBITDA7 was 4.2.
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 December
31, 2023:
|
For the four-quarter
period
ended December 31, 2023
|
Unaudited
|
€ in
thousands
|
Profit for the
period
|
625
|
Financing expenses,
net
|
3,557
|
Tax benefit
|
(1,436)
|
Depreciation and
amortization expenses
|
16,012
|
Share-based
payments
|
121
|
Adjustment to revenues
of the Talmei Yosef PV Plant
due to calculation based on the fixed asset model
|
2,463
|
Adjusted EBITDA as
defined the Series E Deed of Trust
|
21,342
|
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 December 31, 2023, the value
of the assets pledged to the holders of the Series E Debentures in
the Company's books (unaudited) is approximately €31.7 million
(approximately NIS127.2 million based
on the exchange rate as of such date)
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 December 31,
2023, 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 €120.2 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 42.7%, and
(iii) the ratio of the Company's Net Financial Debt to the
Company's Adjusted EBITDA8 was 4.2.
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 December
31, 2023:
|
For the four-quarter
period
ended December 31, 2023
|
Unaudited
|
€ in
thousands
|
Profit for the
period
|
625
|
Financing expenses,
net
|
3,557
|
Tax benefit
|
(1,436)
|
Depreciation and
amortization expenses
|
16,012
|
Share-based
payments
|
121
|
Adjustment to revenues
of the Talmei Yosef PV Plant
due to calculation based on the fixed asset model
|
2,463
|
Adjusted EBITDA as
defined the Series F Deed of Trust
|
21,342
|
- The revenues presented in the Company's financial results
included in this press release are based on IFRS and do not
take into account the adjustments included in the Company's
investor presentation.
- The amount of short-term and long-term debt from banks and
other interest-bearing financial obligations provided above,
includes an amount of approximately €4.7 million costs associated
with such debt, which was capitalized and therefore offset from the
debt amount that is recorded in the Company's balance
sheet.
- The amount of the debentures provided above includes an amount
of approximately €1.6 million associated costs, which was
capitalized and therefore offset from the debentures amount that is
recorded in the Company's balance sheet. The project finance
amount deducted from the calculation of Net Financial Debt includes
project finance obtained from various sources, including financing
entities and the minority shareholders in project companies held by
the Company (provided in the form of shareholders' loans to the
project companies).
- The term "Adjusted EBITDA" is defined in the Series C Deed
of Trust as earnings before financial expenses, net, taxes,
depreciation and amortization, where the revenues from the
Company's operations, such as the Talmei Yosef PV Plant, are
calculated based on the fixed asset model and not based on the
financial asset model (IFRIC 12), and before share-based payments.
The Series C Deed of Trust provides that for purposes of the
financial covenant, the Adjusted EBITDA will be calculated based on
the four preceding quarters, in the aggregate. The Adjusted EBITDA
is presented in this press release as part of the Company's
undertakings towards the holders of its Series C Debentures. For a
general discussion of the use of non-IFRS measures, such as EBITDA
and Adjusted EBITDA see above under "Use of Non-IFRS Financial
Measures."
- The term "Adjusted EBITDA" is defined in the Series D
Deed of Trust as earnings before financial expenses, net, taxes,
depreciation and amortization, where the revenues from the
Company's operations, such as the Talmei Yosef PV Plant, are
calculated based on the fixed asset model and not based on the
financial asset model (IFRIC 12), and before share-based payments,
when the data of assets or projects whose Commercial Operation Date
(as such term is defined in the Series D Deed of Trust) occurred in
the four quarters that preceded the relevant date will be
calculated based on Annual Gross Up (as such term is defined in the
Series D Deed of Trust). The Series D Deed of Trust provides that
for purposes of the financial covenant, the Adjusted EBITDA will be
calculated based on the four preceding quarters, in the aggregate.
The Adjusted EBITDA is presented in this press release as part of
the Company's undertakings towards the holders of its Series D
Debentures. For a general discussion of the use of non-IFRS
measures, such as EBITDA and Adjusted EBITDA see above under "Use
of Non-IFRS Financial Measures."
- The term "Adjusted EBITDA" is defined in the
Series E Deed of Trust as earnings before financial expenses,
net, taxes, depreciation and amortization, where the revenues from
the Company's operations, such as the Talmei Yosef PV Plant, are
calculated based on the fixed asset model and not based on the
financial asset model (IFRIC 12), and before share-based payments,
when the data of assets or projects whose Commercial Operation Date
(as such term is defined in the Series E Deed of Trust) occurred in
the four quarters that preceded the relevant date will be
calculated based on Annual Gross Up (as such term is defined in the
Series E Deed of Trust). The Series E Deed of Trust provides that
for purposes of the financial covenant, the Adjusted EBITDA will be
calculated based on the four preceding quarters, in the aggregate.
The Adjusted EBITDA is presented in this press release as part of
the Company's undertakings towards the holders of its Series E
Debentures. For a general discussion of the use of non-IFRS
measures, such as EBITDA and Adjusted EBITDA see above under "Use
of Non-IFRS Financial Measures."
- The term "Adjusted EBITDA" is defined in the Series F Deed of
Trust as earnings before financial expenses, net, taxes,
depreciation and amortization, where the revenues from the
Company's operations, such as the Talmei Yosef PV Plant, are
calculated based on the fixed asset model and not based on the
financial asset model (IFRIC 12), and before share-based payments,
when the data of assets or projects whose Commercial Operation Date
(as such term is defined in the Series F Deed of Trust) occurred in
the four quarters that preceded the relevant date will be
calculated based on Annual Gross Up (as such term is defined in the
Series F Deed of Trust). The Series F Deed of Trust provides that
for purposes of the financial covenant, the Adjusted EBITDA will be
calculated based on the four preceding quarters, in the aggregate.
The Adjusted EBITDA is presented in this press release as part of
the Company's undertakings towards the holders of its Series F
Debentures. For a general discussion of the use of non-IFRS
measures, such as EBITDA and Adjusted EBITDA see above under "Use
of Non-IFRS Financial Measures."
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SOURCE Ellomay Capital Ltd.