Enhanced Investments - Financial Portal

Published: 2022-03-31 16:48:11 ET

EX-99.1 2 exhibit_99-1.htm EXHIBIT 99.1

Exhibit 99.1

Ellomay Capital Reports Results for the Fourth Quarter and Full Year of 2021

Tel-Aviv, Israel, March 31, 2022 – 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 and Israel, today reported its unaudited financial results for the fourth quarter and year ended December 31, 2021.

The Talasol Refinancing

In January 2022, Talasol Solar S.L. (“Talasol”), completed a refinancing (the “Refinancing”) of its project finance by closing of a Facilities Agreement in the aggregate amount of €175 million provided by European institutional lenders (the “Talasol New Financing”) and early repayment in full of the outstanding €121 million under the previous Talasol project finance (the “Talasol Previous Financing”). The weighted average life of the Talasol New Financing is approximately 11.5 years, compared to an original weighted average life of 5.5 years of the Talasol Previous Financing. The Talasol New Financing bears a fixed annual interest rate at a weighted average of approximately 3%, compared to a variable interest rate that was fixed at an average of approximately 3% by an interest rate swap contract in the Talasol Previous Financing.

Although the Talasol New Financing achieved financial closing in January 2022, as the Refinancing was highly probable to be completed, our financial results as of and for the year ended December 31, 2021 were impacted, mainly as follows: (i) the Talasol Previous Financing in the amount of approximately €121 million was presented as current liabilities, (ii) the fair value of the interest rate swap contract associated with the Talasol Previous Financing in the amount of approximately €3.3 million was recorded as a financing expense and presented as a current liability, (iii) the expected payment of dividend to Talasol’s minority shareholders in the amount of approximately €15 million was presented as a current liability, and (iv) the Company amortized the outstanding balance of expenses that were capitalized to the Talasol Previous Financing in the aggregate amount of approximately €12.2 million. In January, the proceeds on account of the Talasol New Financing were used to repay the outstanding balance of €121 million that was presented as a current liability and the Talasol New Financing was recorded as a long term liability.

Financial Highlights

•

Revenues were approximately €44.8 million for the year ended December 31, 2021, compared to approximately €9.6 million for the year ended December 31, 2020. The revenue increase is mainly attributable to the achievement of PAC (preliminary acceptance certificate) of the photovoltaic plant held by Talasol Solar S.L. (the “Talasol PV Plant”) on January 27, 2021, upon which the Company commenced recognition of revenues. The increase is also attributable to the Groen Gas Gelderland B.V. biogas facility (the “Gelderland Biogas Plant”) acquisition, in December 2020 and to improved operational efficiency at the Company’s biogas plants in the Netherlands.

•

Operating expenses were approximately €17.5 million for the year ended December 31, 2021, compared to approximately €5 million for the year ended December 31, 2020. This increase is mainly attributable to the achievement of PAC of the Talasol PV Plant on January 27, 2021, and the Gelderland Biogas Plant acquisition in December 2020. Depreciation expenses were approximately €15.1 million for the year ended December 31, 2021, compared to approximately €3 million for the year ended December 31, 2020.

•

Project development costs were approximately €2.5 million for the year ended December 31, 2021, compared to approximately €3.5 million for the year ended December 31, 2020. This decrease is mainly due to capitalization of expenses in connection with the project to construct a 156 MW pumped storage hydro power plant in the Manara Cliff, Israel (the “Manara PSP”).

•

General and administrative expenses were approximately €5.7 million for the year ended December 31, 2021, compared to approximately €4.5 million for the year ended December 31, 2020. The increase is mostly due to increased D&O liability insurance costs and an increase in the management fee paid to the Company’s Chairman and CEO, as well as Talasol’s general and administrative expenses following the achievement of PAC of the Talasol PV Plant on January 27, 2021.

•

Company’s share of profits of equity accounted investee, after elimination of intercompany transactions, was approximately €0.12 million for the year ended December 31, 2021, compared to approximately €1.5 million for the year ended December 31, 2020. This decrease is mainly attributable to the decrease in revenues of Dorad Energy Ltd. (“Dorad”) and higher financing expenses incurred by Dorad as a result of the CPI indexation of loans from banks.

•

Other income was 0 in the year ended December 31, 2021, compared to other expenses, net, of approximately €2.1 million in the year ended December 31, 2020. The other income recorded in 2020 was due to a cancellation of a provision for potential indemnification recorded in this amount during 2019 in connection with the sale of our Italian subsidiaries.

•	Financing expenses, net were approximately €26.9 million for the year ended December 31, 2021, compared to approximately €3.6 million for the year ended December 31, 2021. The increase in financing expenses, net, was mainly due to the following:

Financing expenses in connection with the Talasol PV Plant, previously capitalized to fixed assets, are recognized in profit and loss starting from the PAC, consisting of (i) approximately €2.2 million of interest of bank loans, (ii) approximately €0.9 million of swap related payments, (iii) approximately €0.3 million of expenses in connection with Talasol’s project financing, and (iv) approximately €2.1 million of interest accrued on shareholder loans granted by the minority shareholders of Talasol.

An amount of approximately €15.5 million recorded as of December 31, 2021 in connection with the Talasol Refinancing. Such expenses include approximately €3.3 million recorded in connection with the termination of the interest rate swap contract and €12.2 million in connection with the amortization of the outstanding balance of expenses that were capitalized to the Talasol previous project finance.

Approximately €0.9 million of expenses in connection with the early repayment of the Company’s Series B Debentures.

•

Tax benefit was approximately €2.5 million in the year ended December 31, 2021, compared to tax benefit of approximately €0.1 million in the year ended December 31, 2020. The increase in tax benefit was mainly due to the expenses recorded by the Talasol PV Plant in connection with the expected prepayment of the Talasol previous project finance.

•	Net loss was approximately €20.3 million in the year ended December 31, 2021, compared to net loss of approximately €6.2 million for the year ended December 31, 2020.

•

Total other comprehensive loss was approximately €4.5 million for the year ended December 31, 2021, compared to total other comprehensive income of approximately €2.3 million in the year ended December 31, 2020. The change was mainly due to changes in fair value of cash flow hedges and from foreign currency translation differences on NIS denominated operations, due to fluctuations in the euro/NIS exchange rates.

•	Total comprehensive loss was approximately €24.8 million in the year ended December 31, 2021, compared to total comprehensive loss of approximately €3.9 million in the year ended December 31, 2020.

•	EBITDA was approximately €19.2 million for the year ended December 31, 2021, compared to approximately €0.3 million for the year ended December 31, 2020.

•

Net cash from operating activities was approximately €15.2 million for the year ended December 31, 2021, compared to net cash used in operating activities of approximately €5.8 million for the year ended December 31, 2020. The increase in net cash from operating activities is mainly attributable to the achievement of PAC of the Talasol PV Plant on January 27, 2021, upon which the Company commenced recognition of revenues and expenses.

•

On October 25, 2021, the Company issued additional Series C Debentures in an aggregate principal amount of NIS 120,000 thousand (approximately €32,100 thousand) to Israeli classified investors in a private placement for an aggregate gross consideration of approximately NIS 121,600 thousand (approximately €32,529 thousand), reflecting a price of NIS 1.0135 per NIS 1 principal amount.

•	As of March 10, 2021, the Company held approximately €78.8 million in cash and cash equivalents, approximately €1.9 million in marketable securities, €27.7 million in short term deposits and approximately €15.4 million in restricted short-term and long-term cash.

Fiscal 2021 CEO Review

Ran Fridrich, CEO and a board member of the Company, provided the following CEO review:

“In 2021 the Company met its business plan goals, which included among other things:

•	Operating the Talasol PV Plan for the year, with PAC achieved on January 27, 2021, with an average availability of 98%;

•

Refinancing the debt of the Talasol PV Plant under improved interest, term and repayment terms, which enabled an immediate repayment of shareholders’ loans to Talasol’s shareholders, including the Company (51%), in the aggregate amount of approximately €30 million and is expected to substantially increase the dividend paid by Talasol to its shareholders on an annual basis;

•	Financial closing and commencement of construction of the Manara PSP, with the tunneling construction works advancing as planned;

•	Constructing the Ellomay Solar PV project in Spain (28 MW) and reaching the final construction stage (the project’s connection to the national grid is currently underway);

•	Developing a scope of 439 MW licenses for PV projects in Italy under advanced development, of which approximately 120 MW received licenses as of this date. The construction of the first project (20 MW) commenced during 2022 and works will commence on another adjacent project (15 MW) shortly;

•	Locating properties in Israel for the construction of the PV + storage projects of 40MW PV + 80MW/h batteries (the first tender is in advanced stages); and

•	Continued operational improvements in our biogas facilities in the Netherlands, including a 20% improvement in output in the Gelderland Biogas Plant.

The financing expenses for the year included non-recurring expenses in connection with the refinancing of the Talasol project finance (in the aggregate amount of approximately €15.5 million) and changes in exchange rates (approximately €5.4 million), which are not cash items. The financing expenses of the Company excluding these expenses were approximately €8 million.

Main financial metrics, in line with the Company’s projections:

•	Non-IFRS Revenues – approximately €51.2 million.

•	Adjusted EBITDA – approximately €25.5 million.

•	Adjusted FFO – approximately €18.5 million.

•	Cash flow from operating activities – approximately €15.2 million.”

Please see the tables on page 12 of this press release for a reconciliation of this information.

Use of NON-IFRS Financial Measures

Non-IFRS Revenues, EBITDA, Adjusted EBITDA and Adjusted FFO are non-IFRS measures. EBITDA is defined as earnings before financial expenses, net, taxes, depreciation and amortization and Adjusted FFO is calculated by deducting tax expenses and interest expenses on bank loans, debentures and others from the Adjusted EBITDA. The Company uses the terms “Non-IFRS Revenues,” “Adjusted EBITDA” and “Adjusted FFO” to highlight the fact that in the calculation of these Non-IFRS financial measures the Company presents the results of the Talmei Yosef PV Plant under the fixed asset model and not under IFRIC 12, presents its share in Dorad based on distributions of profit and not on the basis of equity gain using the equity method and includes the financial results of Talasol for the period prior to achievement of PAC that were not recognized in the profit and loss statement based on accounting rules. The Company presents these measures in order to enhance the understanding of the Company’s operating performance and to enable comparability between periods. While the Company considers these non-IFRS measures to be important measures of comparative operating performance, these non-IFRS measures 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. These non-IFRS measures do not take into account the Company’s commitments, including capital expenditures and restricted cash and, accordingly, are not necessarily indicative of amounts that may be available for discretionary uses. In addition, Adjusted FFO does not represent and is not an alternative to cash flow from operations as defined by IFRS and is not an indication of cash available to fund all cash flow needs, including the ability to make distributions. Not all companies calculate Non-IFRS Revenues, EBITDA, Adjusted EBITDA or Adjusted FFO in the same manner, and the measures as presented may not be comparable to similarly-titled measures presented by other companies. The Company’s Non-IFRS Revenues, EBITDA, Adjusted EBITDA and Adjusted FFO 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 these measures internally as performance measures and believes that when these measures are combined with IFRS measures they add useful information concerning the Company’s operating performance. A reconciliation between results on an IFRS and non-IFRS basis is provided on page 12 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 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 and Spain, including:

•

Approximately 7.9MW 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 860MW, representing about 6%-8% of Israel’s total current electricity consumption;

•

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 (with a license to produce 7.5 million) Nm3 per year, respectively;

•

83.333% of Ellomay Pumped Storage (2014) Ltd., which is constructing a 156 MW pumped storage hydro power plant in the Manara Cliff, Israel.

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 the impact of the Covid-19 pandemic on the Company’s operations and projects, including in connection with steps taken by authorities in countries in which the Company operates, changes in the market price of electricity and in demand, regulatory changes, 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, and technical and other disruptions in the operations or construction of the power plants owned by the Company. These and other risks and uncertainties associated with the Company’s business are described in greater detail in the filings the Company makes from time to time with Securities and Exchange Commission, including its Annual Report on Form 20-F. The forward-looking statements are made as of this date and the Company does not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact:

Kalia Rubenbach (Weintraub)

CFO

Tel: +972 (3) 797-1111

Email: hilai@ellomay.com

Ellomay Capital Ltd. and its Subsidiaries

Condensed Consolidated Statements of Financial Position

	December 31,
	2021			2020			2021
	Audited			Audited			Audited
	€ in thousands						Convenience Translation into US$ in thousands*
Assets
Current assets:
Cash and cash equivalents		41,229			66,845			46,663
Marketable securities		1,946			1,761			2,202
Short term deposits		28,410			8,113			32,154
Restricted cash		1,000			-			1,132
Receivable from concession project		1,784			1,491			2,019
Trade and other receivables		9,487			9,825			10,737
		83,856			88,035			94,907
Non-current assets
Investment in equity accounted investee		34,029			32,234			38,514
Advances on account of investments		1,554			2,423			1,759
Receivable from concession project		26,909			25,036			30,456
Fixed assets		340,065			264,095			384,886
Right-of-use asset		23,367			17,209			26,447
Intangible asset		4,762			4,604			5,390
Restricted cash and deposits		15,630			9,931			17,690
Deferred tax		12,952			3,605			14,659
Long term receivables		5,388			2,762			6,098
Derivatives		2,635			10,238			2,982
		467,291			372,137			528,881

Total assets		551,147			460,172			623,788

Liabilities and Equity
Current liabilities
Current maturities of long term bank loans		126,180			10,232			142,811
Current maturities of long term loans		16,401			4,021			18,563
Current maturities of debentures		19,806			10,600			22,416
Trade payables		2,904			12,387			3,285
Other payables		20,806			**3,593			23,548
Current maturities of derivatives		14,783			**1,378			16,731
Current maturities of lease liabilities		4,329			**490			4,900
		205,209			42,701			232,254
Non-current liabilities
Long-term lease liabilities		15,800			17,299			17,882
Long-term loans		39,093			134,520			44,245
Other long-term bank loans		37,221			49,396			42,127
Debentures		117,493			72,124			132,979
Deferred tax		8,836			7,806			10,001
Other long-term liabilities		3,905			**2,964			4,420
Derivatives		10,107			8,336			11,439
		232,455			292,445			263,093
Total liabilities		437,664			335,146			495,347
Equity
Share capital		25,605			25,102			28,980
Share premium		85,883			82,401			97,202
Treasury shares		(1,736	)		(1,736	)		(1,965	)
Transaction reserve with non-controlling Interests		5,697			6,106			6,448
Reserves		7,288			4,164			8,249
Retained earnings (accumulated deficit)		(7,217	)		8,191			(8,168	)
Total equity attributed to shareholders of the Company		115,520			124,228			130,746
Non-Controlling Interest		(2,037	)		798			(2,305	)
Total equity		113,483			125,026			128,441
Total liabilities and equity		551,147			460,172			623,788

* Convenience translation into US$ (exchange rate as at December 31, 2021: euro 1 = US$ 1.132)

** Reclassified

Ellomay Capital Ltd. and its Subsidiaries

Condensed Consolidated Statements of Comprehensive 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,
	2021			2020			2021			2020			2021			2021
	Unaudited						Audited						Unaudited			Audited
	€ in thousands (except per share data)												Convenience Translation into US$*
Revenues		12,017			2,801			44,783			9,645			13,601			50,685
Operating expenses		(5,874	)		(1,541	)		(17,524	)		(4,951	)		(6,648	)		(19,834	)
Depreciation and amortization expenses		(4,028	)		(731	)		(15,076	)		(2,975	)		(4,559	)		(17,063	)
Gross profit		2,115			529			12,183			1,719			2,394			13,788

Project development costs		(663	)		(479	)		(2,508	)		(3,491	)		(750	)		(2,839	)
General and administrative expenses		(1,712	)		(1,186	)		(5,661	)		(4,512	)		(1,938	)		(6,407	)
Share of profits of equity accounted investee		(167	)		(380	)		117			1,525			(189	)		132
Other income (expenses), net		-			2,100			-			2,100			-			-
Operating profit (loss)		(427	)		584			4,131			(2,659	)		(483	)		4,674

Financing income		585			802			2,931			2,134			662			3,317
Financing income (expenses) in connection with derivatives and warrants, net		(438	)		(438	)		(841	)		1,094			(496	)		(952	)
Financing expenses in connection with projects finance		(12,276	)		(497	)		(17,800	)		(1,823	)		(13,894	)		(20,146	)
Financing expenses in connection with debentures		(420	)		(765	)		(3,220	)		(2,155	)		(475	)		(3,644	)
Interest expenses on minority shareholder loan		(551	)		(5	)		(2,055	)		(41	)		(624	)		(2,326	)
Other financing expenses		(3,346	)		(441	)		(5,899	)		(2,843	)		(3,787	)		(6,676	)
Financing expenses, net		(16,446	)		(1,344	)		(26,884	)		(3,634	)		(18,614	)		(30,427	)
Loss before taxes on income		(16,873	)		(760	)		(22,753	)		(6,293	)		(19,097	)		(25,753	)
Tax benefit		3,041			285			2,489			125			3,442			2,817
Loss for the period		(13,832	)		(475	)		(20,264	)		(6,168	)		(15,655	)		(22,936	)
Loss attributable to:
Owners of the Company		(8,347	)		(216	)		(15,408	)		(4,627	)		(9,447	)		(17,439	)
Non-controlling interests		(5,485	)		(259	)		(4,856	)		(1,541	)		(6,207	)		(5,498	)
Loss for the period		(13,832	)		(475	)		(20,264	)		(6,168	)		(15,654	)		(22,937	)
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		6,696			801			12,284			(482	)		7,579			13,903
Effective portion of change in fair value of cash flow hedges		(783	)		(1,443	)		(13,429	)		2,210			(886	)		(15,199	)
Net change in fair value of cash flow hedges transferred to profit or loss		(1,481	)		(163	)		(3,353	)		555			(1,676	)		(3,795	)
Total other comprehensive profit (loss)		4,432			(805	)		(4,498	)		2,283			5,017			(5,091	)

Total other comprehensive income (loss) attributable to:
Owners of the Company		5,260			87			3,124			881			5,954			3,535
Non-controlling interests		(828	)		(892	)		(7,622	)		1,402			(937	)		(8,626	)
Total other comprehensive income (loss)		4,432			(805	)		(4,498	)		2,283			5,017			(5,091	)

Total comprehensive loss for the year		(9,400	)		(1,280	)		(24,762	)		(3,885	)		(10,637	)		(28,028	)

Total comprehensive loss for the year attributable to:
Owners of the Company		(3,087	)		(129	)		(12,284	)		(3,746	)		(3,493	)		(13,904	)
Non-controlling interests		(6,313	)		(1,151	)		(12,478	)		(139	)		(7,144	)		(14,124	)
Total comprehensive loss for the year		(9,400	)		(1,280	)		(24,762	)		(3,885	)		(10,637	)		(28,028	)

Basic loss per share		(0.65	)		(0.01	)		(1.20	)		(0.38	)		(0.75	)		(1.39	)
Diluted loss per share		(0.65	)		(0.01	)		(1.20	)		(0.38	)		(0.75	)		(1.39	)

* Convenience translation into US$ (exchange rate as at December 31, 2021: euro 1 = US$ 1.132)

Ellomay Capital Ltd. and its Subsidiaries

Condensed Consolidated Statements of Changes in Equity

																						Non- controlling			Total
					Attributable to shareholders of the Company																	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, 2021 (Audited):
Balance as at January 1, 2021		25,102		82,401		8,191			(1,736	)		3,823		341			6,106			124,228			798			125,026
Profit (loss) for the year		-		-		(15,408	)		-			-		-			-			(15,408	)		(4,856	)		(20,264	)
Other comprehensive loss for the year		-		-		-			-			11,542		(8,418	)		-			3,124			(7,622	)		(4,498	)
Total comprehensive loss for the year		-		-		(15,408	)		-			11,542		(8,418	)		-			(12,284	)		(12,478	)		(24,762	)
Transactions with owners of the Company, recognized directly in equity:
Issuance of ordinary shares		-		-		-			-			-		-			-			-			8,682			8,682
Acquisition of shares in subsidiaries from non-controlling interests																	(409	)		(409	)		961			552
Warrants exercise		454		3,419																3,873			-			3,873
Options exercise		49		-		-			-			-		-			-			49			-			49
Share-based payments		-		63		-			-			-		-			-			63			-			63
Balance as at December 31, 2021		25,605		85,883		(7,217	)		(1,736	)		15,365		(8,077	)		5,697			115,520			(2,037	)		113,483

For the three months
ended December 31, 2021 (Unaudited):
Balance as at September 30, 2021		25,578		85,774		1,130			(1,736	)		9,093		(7,065	)		5,145			117,919			4,276			122,195
Profit (loss) for the year		-		-		(8,347	)		-			-		-			-			(8,347	)		(5,485	)		(13,832	)
Other comprehensive loss for the year		-		-		-			-			6,272		(1,012	)		-			5,260			(828	)		4,432
Total comprehensive loss for the year		-		-		(8,347	)		-			6,272		(1,012	)		-			(3,087	)		(6,313	)		(9,400	)
Transactions with owners of the Company, recognized directly in equity:
Acquisition of shares in subsidiaries from non-controlling interests		-		-		-			-			-		-			552			552			-			552
Issuance of ordinary shares		-		71		-			-			-		-			-			71			-			71
Options exercise		27		-		-			-			-		-			-			27			-			27
Share-based payments		-		38		-			-			-		-			-			38			-			38
Balance as at December 31, 2021		25,605		85,883		(7,217	)		(1,736	)		15,365		(8,077	)		5,697			115,520			(2,037	)		113,483

Ellomay Capital Ltd. and its Subsidiaries

Condensed Consolidated Interim Statements of Changes in Equity (cont’d)

																						Non- controlling			Total
					Attributable to shareholders of the Company																	Interests			Equity
	Share capital		Share premium		Retained earnings			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, 2020 (Audited):
Balance as at
January 1, 2020		21,998		64,160		12,818			(1,736	)		4,356			(1,073	)		6,106		106,629			937			107,566
Profit (loss) for the year		-		-		(4,627	)		-			-			-			-		(4,627	)		(1,541	)		(6,168	)
Other comprehensive loss for the year		-		-		-			-			(533	)		1,414			-		881			1,402			2,283
Total comprehensive loss for the year		-		-		(4,627	)		-			(533	)		1,414			-		(3,746	)		(139	)		(3,885	)
Transactions with owners of the Company, recognized directly in equity:
Issuance of ordinary shares		3,084		18,191		-			-			-			-			-		21,275			-			21,275
Options exercise		20		-		-			-			-			-			-		20			-			20
Share-based payments		-		50		-			-			-			-			-		50			-			50
Balance as at December 31, 2020		25,102		82,401		8,191			(1,736	)		3,823			341			6,106		124,228			798			125,026

For the three months
ended December 31, 2020 (Unaudited):
Balance as at
September 30, 2020		25,102		82,379		8,407			(1,736	)		2,963			1,114			6,106		124,335			1,949			126,284
Profit (loss) for the period		-		-		(216	)		-			-			-			-		(216	)		(259	)		(475	)
Other comprehensive loss for the period		-		-		-			-			860			(773	)		-		87			(892	)		(805	)
Total comprehensive income for the period		-		-		(216	)		-			860			(773	)		-		(129	)		(1,151	)		(1,280	)
Transactions with owners of the Company, recognized directly in equity:
Issuance of ordinary shares		-		-		-			-			-			-			-		-			-			-
Options exercise		-		-		-			-			-			-			-		-			-			-
Share-based payments		-		22		-			-			-			-			-		22			-			22
Balance as at December 31, 2020		25,102		82,401		8,191			(1,736	)		3,823			341			6,106		124,228			798			125,026

Ellomay Capital Ltd. and its Subsidiaries

Condensed Consolidated Interim Statements of Changes in Equity (cont’d)

																						Non- controlling			Total
					Attributable to shareholders of the Company																	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, 2021: euro 1 = US$ 1.132)
For the year ended
December 31, 2021 (Audited):
Balance as at January 1, 2021		28,411		93,261		9,271			(1,965	)		4,327		387			6,911			140,603			905			141,508
Profit (loss) for the year		-		-		(17,439	)		-			-		-			-			(17,439	)		(5,498	)		(22,937	)
Other comprehensive loss for the year		-		-		-			-			13,063		(9,528	)		-			3,535			(8,626	)		(5,091	)
Total comprehensive loss for the year		-		-		(17,439	)		-			13,063		(9,528	)		-			(13,904	)		(14,124	)		(28,028	)
Transactions with owners of the Company, recognized directly in equity:
Issuance of ordinary shares		-		-		-			-			-		-			-			-			9,826			9,826
Acquisition of shares in subsidiaries from non-controlling interests		-		-		-			-			-		-			(463	)		(463	)		1,088			625
Warrants exercise		514		3,870		-			-			-		-			-			4,384			-			4,384
Options exercise		55		-		-			-			-		-			-			55			-			55
Share-based payments		-		71		-			-			-		-			-			71			-			71
Balance as at December 31, 2021		28,980		97,202		(8,168	)		(1,965	)		17,390		(9,141	)		6,448			130,746			(2,305	)		128,441

For the three months
ended December 31, 2021 (Unaudited):
Balance as at September 30, 2021		28,949		97,079		1,279			(1,965	)		10,291		(7,996	)		5,823			133,460			4,839			138,299
Profit (loss) for the year		-		-		(9,447	)		-			-		-			-			(9,447	)		(6,207	)		(15,654	)
Other comprehensive loss for the year		-		-		-			-			7,099		(1,145	)		-			5,954			(937	)		5,017
Total comprehensive loss for the year		-		-		(9,447	)		-			7,099		(1,145	)		-			(3,493	)		(7,144	)		(10,637	)
Transactions with owners of the Company, recognized directly in equity:
Acquisition of shares in subsidiaries from non-controlling interests		-		-		-			-			-		-			625			625			-			625
Warrants exercise		-		80		-			-			-		-			-			80			-			80
Options exercise		31		-		-			-			-		-			-			31			-			31
Share-based payments		-		43		-			-			-		-			-			43			-			43
Balance as at December 31, 2021		28,980		97,202		(8,168	)		(1,965	)		17,390		(9,141	)		6,448			130,746			(2,305	)		128,441

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,
	2021			2020			2021			2020			2021			2021
	Unaudited						Audited						Unaudited			Audited
	€ in thousands												Convenience Translation into US$*
Cash flows from operating activities
Profit for the period		(13,832	)		(475	)		(20,264	)		(6,168	)		(15,654	)		(22,937	)
Adjustments for:
Financing expenses, net		16,446			1,344			26,884			3,634			18,614			30,428
Profit from settlement of derivatives contract		-			-			(407	)		-			-			(461	)
Depreciation and amortization		4,028			731			15,076			2,975			4,559			17,063
Share-based payment transactions		38			22			63			50			43			71
Share of profits of equity accounted investees		167			380			(117	)		(1,525	)		189			(132	)
Payment of interest on loan from an equity accounted investee		-			-			859			582			-			972
Change in trade receivables and other receivables		4,542			(3,137	)		(1,883	)		(3,868	)		5,141			(2,131	)
Change in other assets		(345	)		(205	)		(545	)		179			(390	)		(617	)
Change in receivables from concessions project		267			203			1,580			1,426			302			1,788
Change in trade payables		167			529			154			190			189			174
Change in other payables		(4,834	)		(2,063	)		2,380			(1,226	)		(5,471	)		2,694
Tax benefit		(3,041	)		(285	)		(2,489	)		(125	)		(3,442	)		(2,817	)
Income taxes paid		(79	)		(31	)		(94	)		(119	)		(89	)		(106	)
Interest received		517			761			1,844			2,075			585			2,087
Interest paid		(1,701	)		(1,325	)		(7,801	)		(3,906	)		(1,925	)		(8,829	)
		16,172			(3,076	)		35,504			342			18,305			40,184
Net cash from (used in) operating activities		2,340			(3,551	)		15,240			(5,826	)		2,651			17,247
Cash flows from investing activities
Acquisition of fixed assets		(10,232	)		(24,742	)		(82,810	)		(128,420	)		(11,581	)		(93,724	)
Acquisition of subsidiary, net of cash acquire		-			(7,464	)		-			(7,464	)		-			-
VAT associated with the acquisition of fixed assets		(2,310	)		-			-			-			(2,614	)		-
Repayment of loan from an equity accounted investee		-			55			1,400			1,978			-			1,585
Loan to an equity accounted investee		(39	)		(181	)		(335	)		(181	)		(44	)		(379	)
Advances on account of investments		8			-			-			(1,554	)		9			-
Proceeds from marketable securities		-			436			-			1,800			-			-
Acquisition of marketable securities		-			(1,481	)		-			(1,481	)		-			-
Proceeds from settlement of derivatives, net		(724	)		-			(976	)		-			(819	)		(1,105	)
Proceed (investment) in restricted cash, net		(5,786	)		742			(5,990	)		23,092			(6,549	)		(6,779	)
Investment in short term deposit		(27,132	)		84			(18,599	)		(1,323	)		(30,708	)		(21,050	)
Proceeds (Investment) in Marketable Securities		(1,897	)		-			(112	)		-			(2,147	)		(127	)
Compensation as per agreement with Erez Electricity Ltd.		-			-			-			1,418			-			-
Net cash used in investing activities		(48,112	)		(32,551	)		(107,422	)		(112,135	)		(54,453	)		(121,579	)
Cash flows from financing activities
Issuance of warrants		2,346			2,224			3,746			2,544			2,655			4,240
Repayment of long-term loans and finance lease obligations		(18,927	)		(1,193	)		(18,905	)		(3,959	)		(21,422	)		(21,397	)
Repayment of Debentures		(29,411	)		-			(30,730	)		(26,923	)		(33,287	)		(34,780	)
Cost associated with long term loans		(35,311	)		(734	)		(2,796	)		(734	)		(39,965	)		(3,165	)
Proceeds from options		10,799			-			49			20			12,222			55
Sale of shares in subsidiaries to non-controlling interests		32,130			-			1,400			-			36,365			1,585
Issuance of ordinary shares		-			-			-			21,275			-			-
Payment of principal of lease liabilities		(8,478	)		-			(4,803	)		-			(9,595	)		(5,436	)
Proceeds from long term loans, net		37,033			9,520			32,947			111,357			41,914			37,289
Proceeds from issue of convertible debentures		-			-			15,571			-			-			17,623
Proceeds from issuance of Debentures, net		32,252			38,057			57,717			38,057			36,503			65,324
Net cash from financing activities		22,433			47,874			54,196			141,637			25,390			61,338
Effect of exchange rate fluctuations on cash and cash equivalents		6,515			1,084			12,370			(1,340	)		7,374			14,002
Increase (decrease) in cash and cash equivalents		(16,824	)		12,856			(25,616	)		22,336			(19,041	)		(28,992	)
Cash and cash equivalents at the beginning of the period		58,053			53,989			66,845			44,509			65,704			75,655
Cash and cash equivalents at the end of the period		41,229			66,845			41,229			66,845			46,663			46,663

* Convenience translation into US$ (exchange rate as at December 31, 2021: euro 1 = US$ 1.132)

Ellomay Capital Ltd. and its Subsidiaries

Operating Segments

	PV																					Total
						Ellomay								Bio								reportable						Total
	Italy		Spain			Solar¹		Talasol			Israel²			Gas			Dorad			Manara		segments			Reconciliations			consolidated
	For the year ended December 31, 2021
	€ in thousands

Revenues		-		2,587			-		28,494	³		4,255			12,686			51,630			-		99,652			(54,869	)		44,783
Operating expenses		-		(472	)		-		(6,239	)		(367	)		(10,446	)		(39,175	)		-		(56,699	)		39,175			(17,524	)
Depreciation expenses		-		(904	)		-		(10,546	)		(2,374	)		(3,135	)		(5,539	)		-		(22,498	)		7,422			(15,076	)
Gross profit (loss)		-		1,211			-		11,709			1,514			(895	)		6,916			-		20,455			(8,272	)		12,183
Project development costs																													(2,508	)
General and
administrative expenses																													(5,661	)
Share of loss of equity
accounted investee																													117
Operating profit																													4,131
Financing income																													2,931
Financing expenses in connection
with derivatives and warrants, net																													(841	)
Financing expenses, net																													(28,974	)
Loss before taxes
on Income																													(22,753	)
Segment assets as at
December 31, 2021		1,715		13,841			14,456		246,172			38,809			34,570			118,435			107,678		575,676			(24,529	)		551,147

¹ Ellomay Solar S.L, the developer of a 28 MW solar project near the Talasol PV Plant.

² The Talmei Yosef PV Plant located in Israel is presented under the fixed asset model and not under the financial asset model as per IFRIC 12.

³ Not including an amount of approximately €1 million of proceeds from the sale of electricity prior to January 27, 2021 (the date in which the Talasol PV Plant achieved PAC).

Ellomay Capital Ltd. and its Subsidiaries

Reconciliation of Loss to EBITDA (Unaudited)

	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,
	2021			2020			2021			2020			2021			2021
	€ in thousands												Convenience Translation into US$*
Net loss for the period		(13,832	)		(475	)		(20,264	)		(6,168	)		(15,654	)		(22,937	)
Financing expenses, net		16,446			1,344			26,884			3,634			18,614			30,428
Tax benefit		(3,041	)		(285	)		(2,489	)		(125	)		(3,442	)		(2,817	)
Depreciation and amortization		4,028			731			15,076			2,975			4,559			17,063
EBITDA		3,601			1,315			19,207			316			4,077			21,737

* Convenience translation into US$ (exchange rate as at December 31, 2021: euro 1 = US$ 1.132)

Reconciliation of Loss to Adjusted EBITDA and to Adjusted FFO (Unaudited)

	For the year ended December 31, 2021
	€ in thousands
Loss for the period		(20,264	)
Financing expenses, net		26,884
Tax benefit		(2,489	)
Depreciation		15,076
Adjustment to the Share of loss of equity accounted investee to include the Company’s share in distributions		2,142
Adjustment to the revenues of the Talmei Yosef PV Plant due to calculation based on the fixed asset model		3,239
Adjustment to include the financial revenues of the Talasol for the period prior to achievement of PAC that were not recognized in the profit and loss statement based on accounting rules		895
Adjusted EBITDA		25,483
Interest and SWAP expenses on bank loans and debentures		(6,959	)
Adjusted FFO		18,524

Reconciliation of IFRS Revenues to Non-IFRS Revenues (Unaudited)

	For the year ended December 31, 2021
	€ in thousands
IFRS Revenues for the period		44,783
Adjustment to the Share of loss of equity accounted investee to include the Company’s share in distributions		2,259
Adjustment to the revenues of the Talmei Yosef PV Plant due to calculation based on the fixed asset model		3,239
Adjustment to include the financial revenues of the Talasol for the period prior to achievement of PAC that were not recognized in the profit and loss statement based on accounting rules		895
Non-IFRS Revenues		51,176

Ellomay Capital Ltd. and its Subsidiaries

Information for the Company’s Debenture Holders

Pursuant to the Deeds of Trust governing the Company’s Series C and Series D Debentures (together, the “Debentures”), the Company is required to maintain certain financial covenants. For more information, see Items 5.B and 10.C of the Company’s Annual Report on Form 20-F submitted to the Securities and Exchange Commission on March 31, 2021 and below.

Net Financial Debt

As of December 31, 2021, the Company’s Net Financial Debt, (as such term is defined in the Deeds of Trust of the Company’s Debentures), was approximately €68.1 million (consisting of approximately €223.3⁴ million of short-term and long-term debt from banks and other interest bearing financial obligations, approximately €139.7⁵ million in connection with the Series C Debentures issuances (in July 2019, October 2020, February 2021 and October 2021) and Series D Debentures issuance (in February 2021), net of approximately €71.6 million of cash and cash equivalents, short-term deposits and marketable securities and net of approximately €223.3⁶ million of project finance and related hedging transactions of the Company’s subsidiaries).

⁴ Short-term and long-term debt from banks and other interest bearing financial obligations amount provided above, includes an amount of approximately €0.4 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.

⁵ Debentures amount provided above includes an amount of approximately €2.4 million associated costs, which was capitalized and therefore offset from the debentures amount that is recorded in the Company’s balance sheet.

⁶ 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).

Information for the Company’s Series C Debenture Holders.

The Deed of Trust governing the Company’s Series C Debentures includes an undertaking by the Company to maintain certain financial covenants, whereby a breach of such financial covenants for two consecutive quarters is a cause for immediate repayment. As of September 30, 2021, the Company was in compliance with the financial covenants set forth in the Series C Deed of Trust as follows: (i) the Company’s shareholders’ equity was approximately €113.5 million, (ii) the ratio of the Company’s Net Financial Debt (as set forth above) to the Company’s CAP, Net (defined as the Company’s consolidated shareholders’ equity plus the Net Financial Debt) was 37.5%, and (iii) the ratio of the Company’s Net Financial Debt to the Company’s Adjusted EBITDA⁷, was 3.

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 December 31, 2021:

	For the four-quarter period ended December 31, 2021
	Unaudited
	€ in thousands
Loss for the period		(20,264	)
Financing expenses, net		26,884
Tax benefit		(2,489	)
Depreciation		15,076
Adjustment to revenues of the Talmei Yosef PV Plant due to calculation based on the fixed asset model		3,239
Share-based payments		49
Adjusted EBITDA as defined the Series C Deed of Trust		22,495

⁷ 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.”

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, 2021, 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 €129.2 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 consolidated shareholders’ equity plus the Net Financial Debt) was 34.5%, and (iii) the ratio of the Company’s Net Financial Debt to the Company’s Adjusted EBITDA⁸ was 2.8.

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 December 31, 2021:

	For the four quarter period ended December 31, 2021
	Unaudited
	€ in thousands
Loss for the period		(20,264	)
Financing expenses, net		26,884
Tax benefit		(2,489	)
Depreciation		15,076
Adjustment to revenues of the Talmei Yosef PV Plant due to calculation based on the fixed asset model		3,239
Share-based payments		49
Talasol revenues derived during the period before the achievement of PAC		1,962
Adjusted EBITDA as defined the Series D Deed of Trust		24,457

⁸ The term “Adjusted EBITDA” is defined in the Series D Deed of Trust as earnings before financial expenses, net, taxes, depreciation and amortization, where the revenues from the Company’s operations, such as the Talmei Yosef PV Plant, are calculated based on the fixed asset model and not based on the financial asset model (IFRIC 12), and before share-based payments, when the data of assets or projects whose Commercial Operation Date (as such term is defined in the Series D Deed of Trust) occurred in the four quarters that preceded the relevant date will be calculated based on Annual Gross Up (as such term is defined in the Series D Deed of Trust). The Series D Deed of Trust provides that for purposes of the financial covenant, the Adjusted EBITDA will be calculated based on the four preceding quarters, in the aggregate. The Adjusted EBITDA is presented in this press release as part of the Company’s undertakings towards the holders of its Series D Debentures. For a general discussion of the use of non-IFRS measures, such as EBITDA and Adjusted EBITDA see above under “Use of NON-IFRS Financial Measures.”