UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2024
Commission File Number: 001-35284
Ellomay Capital Ltd.
(Translation of registrant’s
name into English)
18 Rothschild Blvd., Tel Aviv
6688121, Israel
(Address of principal executive
office)
Indicate by check mark whether
the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
THE IFRS FINANCIAL RESULTS INLCUDED
IN EXHIBIT 99.1 AND THE TEXT OF EXHIBITS 99.2 AND 99.3 OF THIS FORM 6-K ARE HEREBY INCORPORATED BY REFERENCE INTO THE REGISTRANT’S
REGISTRATION STATEMENTS ON FORM F-3 (NOS. 333-199696 AND 333-144171) AND FORM S-8 (NOS. 333-187533, 333-102288 AND 333-92491), AND TO
BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED
OR FURNISHED.
Exhibit Index
This Report on Form 6-K of Ellomay
Capital Ltd. includes the following documents, which are attached hereto and incorporated by reference herein:
Also attached hereto and furnished
herewith as Exhibit 101 are the Condensed Consolidated Interim Financial Statements as at June 30, 2024 (Unaudited), formatted in XBRL
(eXtensible Business Reporting Language), consisting of the following sub-exhibits:
EX-101.INS |
- |
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
EX-101.SCH |
- |
Inline XBRL Taxonomy Extension Schema Document |
EX-101.CAL |
- |
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
EX-101.DEF |
- |
Inline XBRL Taxonomy Extension Definition Linkbase Document |
EX-101.LAB |
- |
Inline XBRL Taxonomy Extension Label Linkbase Document |
EX-101.PRE |
- |
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
104 |
- |
Cover Page Interactive
Data File (formatted as Inline XBRL and contained in Exhibit 101) |
Signatures
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
|
Ellomay Capital Ltd. |
|
|
|
|
By: |
/s/ Ran Fridrich |
|
|
Ran Fridrich |
|
|
Chief Executive Officer and Director |
Dated: September 30,
2024
2
Exhibit 99.1
Ellomay Capital Reports Results
for the Three and Six Months Ended June 30, 2024
Tel-Aviv, Israel, Sept. 30, 2024 (GLOBE
NEWSWIRE) -- Ellomay Capital Ltd. (NYSE American; TASE: ELLO) (“Ellomay” or the “Company”), a renewable
energy and power generator and developer of renewable energy and power projects in Europe, Israel and the USA, today reported unaudited
financial results for the three and six month periods ended June 30, 2024.
Financial Highlights
| ● | Total assets as of June 30, 2024 amounted to approximately €634.8 million,
compared to total assets as of December 31, 2023 of approximately €612.9 million. |
| ● | Revenues1
for the three months ended June 30, 2024 were approximately €11.2 million, compared to revenues of approximately €13.3 million
for the three months ended June 30, 2023. Revenues for the six months ended June 30, 2024 were approximately €19.5 million, compared
to revenues of approximately €25 million for the six months ended June 30, 2023. |
| ● | Profit from continuing operations for the three months ended June 30, 2024 was
approximately €1.2 million, compared to profit from continuing operations of approximately €1.5 million for the three months
ended June 30, 2023. Loss from continuing operations for the six months ended June 30, 2024 was approximately €3.4 million, compared
to profit from continuing operations of approximately €4.6 million for the six months ended June 30, 2023. |
| ● | Profit for the three months ended June 30, 2024 was approximately €1.6 million,
compared to net profit of approximately €1.3 million for the three months ended June 30, 2023. Loss for the six months ended June
30, 2024 was approximately €3.3 million, compared to net profit of approximately €4.6 million for the six months ended June
30, 2023. |
| ● | EBITDA for the three months ended June 30, 2024 was approximately €4.9 million,
compared to EBITDA of approximately €5.5 million for the three months ended June 30, 2023. EBITDA for the six months ended June 30,
2024 was approximately €6.5 million, compared to EBITDA of approximately €9.7 million for the six months ended June 30, 2023.
See below under “Use of Non-IFRS Financial Measures” for additional disclosure concerning EBITDA. |
| ● | On December 31, 2023, the Company executed an agreement to sell its holdings in
the 9 MW solar plant located in Talmei Yosef. The sale was consummated on June 3, 2024, and the net consideration received at closing
was approximately NIS 42.6 million (approximately €10.6 million). In connection with the sale, the Company presents the results of
this solar plant as a discontinued operation and the results for the three and six months ended June 30, 2023 were adjusted accordingly. |
Financial Overview for the Six Months Ended June 30,
2024
| ● | Revenues were approximately €19.5 million for the six months ended June 30,
2024, compared to approximately €25 million for the six months ended June 30, 2023. This decrease mainly results from the decrease
in electricity prices in Spain. |
| ● | Operating expenses were approximately €9.5 million for the six months ended
June 30, 2024, compared to approximately €11.8 million for the six months ended June 30, 2023. The decrease in operating expenses
mainly results from a decrease in direct taxes on electricity production paid by the Company’s Spanish subsidiaries as a result
of reduced electricity prices. The operating expenses of the Company’s Spanish subsidiaries for the six months ended June 30, 2023
were impacted by the Spanish RDL 17/2022, which established the reduction of returns on the electricity generating activity of Spanish
production facilities that do not emit greenhouse gases, accomplished through payments of a portion of the revenues by the production
facilities to the Spanish government. Depreciation and amortization expenses were approximately €8.2 million for the six months ended
June 30, 2024, compared to approximately €7.8 million for the six months ended June 30, 2023. |
| 1 | The revenues presented in the Company’s financial results
included in this press release are based on IFRS and do not take into account the adjustments included in the Company’s investor
presentation. |
| ● | Project development costs were approximately €2.3 million for the six months
ended June 30, 2024, compared to approximately €2.2 million for the six months ended June 30, 2023. |
| ● | General and administrative expenses were approximately €3 million for the
six months ended June 30, 2024, compared to approximately €2.8 million for the six months ended June 30, 2023. The increase in general
and administrative expenses is mostly due to higher consultancy expenses. |
| ● | Share of profits of equity accounted investee, after elimination of intercompany
transactions, was approximately €1.8 million for the six months ended June 30, 2024, compared to approximately €1.5 million
for the six months ended June 30, 2023. The increase in share of profits of equity accounted investee was mainly due to an increase in
revenues of Dorad Energy Ltd. as a result of higher quantities produced, partially offset by an increase in operating expenses in connection
with the increased production. |
● | Financing expenses, net was approximately €2.6 million for the six months
ended June 30, 2024, compared to financing income, net of approximately €1.5 million for the six months ended June 30, 2023. The
increase in financing expenses, net, was mainly attributable to lower income resulting from exchange rate differences that amounted to
approximately €1 million for the six months ended June 30, 2024, compared to approximately €6.9 million for the six months ended
June 30, 2023, an aggregate change of approximately €5.9 million. The exchange rate differences were mainly recorded in connection
with the New Israeli Shekel (“NIS”) cash and cash equivalents and The Company’s NIS denominated debentures and were
caused by the 0.2% devaluation of the NIS against the euro during the six months ended June 30, 2024, compared to a devaluation of 7.1%
during the six months ended June 30, 2023. An additional increase in financing expenses for the six months ended June 30, 2024 was due
to increased interest expenses mainly resulting from the issuance of the Company’s Series F Debentures in January and April 2024.
These increases in financing expenses were partially offset by an increase in financing income of approximately €3.3 million in connection
with derivatives and warrants in the six months ended June 30, 2024, compared to the six months ended June 30, 2023. |
| ● | Tax benefit was approximately €1 million for the six months ended June 30,
2024, compared to Tax benefit of approximately €1.2 million for the six months ended June 30, 2023. |
| ● | Loss from continuing operations for the six months ended June 30, 2024 was approximately
€3.4 million, compared to profit from continuing operations of approximately €4.6 million for the six months ended June 30,
2023. |
| ● | Profit from discontinued operation (net of tax) for the six months ended June 30,
2024 was approximately €80 thousand, compared to loss discontinued operation of approximately €3 thousand for the six months
ended June 30, 2023. |
| ● | Loss for the six months ended June 30, 2024, was approximately €3.3 million,
compared to a profit of approximately €4.6 million for the six months ended June 30, 2023. |
| ● | Total other comprehensive income was approximately €5.7 million for the six
months ended June 30, 2024, compared to total other comprehensive income of approximately €31.1 million for the six months ended
June 30, 2023. The change in total other comprehensive income mainly results from changes in fair value of cash flow hedges, including
a material decrease in the fair value of the liability resulting from the financial power swap that covers approximately 80% of the output
of the Talasol solar plant (the “Talasol PPA”). The Talasol PPA experienced a high volatility due to the substantial change
in electricity prices in Europe. In accordance with hedge accounting standards, the changes in the Talasol PPA’s fair value are
recorded in the Company’s shareholders’ equity through a hedging reserve and not through the accumulated deficit/retained
earnings. The changes do not impact the Company’s consolidated net profit/loss or the Company’s consolidated cash flows. |
| ● | Total comprehensive income was approximately €2.3 million for the six months
ended June 30, 2024, compared to total comprehensive income of approximately €35.7 million for the six months ended June 30, 2023. |
| ● | EBITDA was approximately 6.5 million for the six months ended June 30, 2024, compared
to approximately €9.7 million for the six months ended June 30, 2023. See the table on page 13 of this press release for a reconciliation
of these numbers to profit and loss. |
| ● | Net cash provided by operating activities was approximately €0.5 million for
the six months ended June 30, 2024, compared to approximately €5.3 million for the six months ended June 30, 2023. The decrease in
net cash provided by operating activities for the six months ended June 30, 2024, is mainly due to the decrease in electricity prices
in Spain. In addition, during the year ended December 31, 2023, the Company’s Dutch biogas plants elected to temporarily exit the
subsidy regime and sell the gas at market prices and during the year ended December 31, 2024 these plants returned to the subsidy regime.
Under the subsidy regime, plants are entitled to monthly advances on subsidies based on the production during the previous year. As no
subsidies were paid to the Company’s Dutch biogas plants for 2023, these plants are not entitled to advance payments for 2024 and
the payment for gas produced by the plants during 2024 is expected to be received until July 2025. |
CEO Review
Second Quarter 2024
Revenues in the first half of 2024 were approximately
€19.5 million, compared to revenues of approximately €25 million in the corresponding half last year. The decrease in revenues
in an amount of approximately €5.5 million was mainly due to the electricity prices in Spain, which were low and even sometimes negative
during the months of March, April and May 2024. During June 2024 the prices started increasing and during July and august 2024 the prices
continued to rise sharply.
Operating expenses in the first half of 2024
decreased by approximately €2.3 million compared to the corresponding half last year. Project development expenses in the first half
of 2024 increased by approximately €0.1 million compared to the corresponding half last year. Project development expenses for the
first half of 2024 included non-recurring expenses of approximately €0.5 million in connection with the cancellation of a guarantee.
Excluding such non-recurring expenses, there was a decrease in project development expenses.
Activity in Spain:
In May 2024, the Ellomay Solar project (capacity
of 28 MW) reached financial closing of project finance in the amount of €10 million for 16 years at an annual interest rate, fixed
through an interest rate swap deal, of approximately 5.5%. After receiving the financing, the majority of the investment in the project
was returned.
In the first half of 2024, the Company experienced
a trend of a strong decrease in electricity prices in Europe, with the exception of Italy where prices remained stable. The decrease in
electricity prices in Spain was approximately 70% compared to the corresponding half in 2023. The most significant decrease was in March,
April and May 2024, in which prices decreased by approximately 90% compared to the corresponding months in 2023. The prices picked up
in mid-June 2024 and sharply increased in July and August 2024. The main reasons for the decrease in prices in Spain during the first
half of 2024 are the relatively warm winter by approximately 6 to 8 degrees (Celsius) above the average on the one hand, and substantial
rainfall that caused a sharp increase in hydroelectric power generation on the other hand, when in March alone the power generation from
hydro sources jumped from 2,000 GW in the corresponding month in 2023 to 4,700 GW and in April the power generation from hydro sources
almost tripled compared to the corresponding month last year. The high output of hydroelectricity also caused a corresponding decrease
in the prices of green certificates. A return to normative prices was recorded only in June 2024. In the Company’s estimation this
is an unusual event that affected the entire electricity sector in Europe.
Despite the significant drop in electricity prices
in Spain, the Company’s revenues from the sale of electricity in Spain for the first half of 2024 did not decrease at the same rate,
and stood at approximately €11 million, compared to revenues of approximately €16.2 million in the corresponding half last year.
The main reason for the significant drop in electricity prices in Spain not fully impacting the Company’s revenues is that most
of the electricity the Company sells in Spain is under a long-term PPA.
Activity of Dorad:
In the first half of 2024, the Dorad power plant
recorded an increase in profit, with net profit of approximately NIS 96.3 million, an increase of approximately NIS 21.5 million compared
to the corresponding half last year. The Dorad power station received the approval of the National Infrastructures Committee and a positive
connection survey to increase the capacity by an additional 650 MW.
Activity in the USA:
In the USA, the development and construction activities
of solar projects are progressing at a rapid pace and the construction of the first four projects, with a total capacity of approximately
49 MW, began in early 2024. Completion of construction and connection to the grid of two projects (in an aggregate capacity of approximately
27 MW) is expected by the end of 2024 and of the other two projects (in an aggregate capacity of approximately 22 MW) is expected in early
2025. Additional projects with an aggregate capacity of approximately 30-40 MW are under development and are intended for construction
in 2025. The Company executed an agreement to sell the tax credits of the first four projects for approximately $19M.
Activity in Italy:
The Company has a
portfolio of 462 MW solar projects in Italy of which 20 MW are operating, 18 MW are under construction, 195 MW are ready to build
and 229 MW are under advanced development. The construction of a solar project with a capacity of approximately 18 MW (ELLO 10) is
expected to be completed in November 2024, this is in addition to solar projects with a capacity of approximately 20 MW that were
gradually connected to the grid during February-May 2024. Therefore, the increase in income from the sale of electricity in Italy
will be reflected mainly in the second half of 2024. The construction prices of solar projects in Italy are declining from record
levels of approximately €900 thousand per MW to approximately €675 thousand as of today, and the trend may continue. The
Company is negotiating with the contractor for construction agreements adjusted to the new market prices for 160 MW that are ready
to build, and these agreements are expected to be executed by the end of the year.
New legislation in Italy prohibits the establishment
of new projects on agricultural land. This prohibition increases the value of the Company’s portfolio, which is not subject to the
prohibition or located on agricultural land. The Company estimates that new possibilities are emerging for obtaining a PPA in Italy, therefore
it is expected that project financing will be possible more easily and at lower costs.
The Company executed a commitment letter and term
sheet with a European institutional investor for a financing transaction for solar projects with an aggregate capacity of approximately
200 MW. The financing is for 23 years at a fixed interest rate. The parties are in the process of due diligence and negotiation on the
agreement, and the final financing agreement is expected to be executed by the end of 2024.
Considering these developments, and the decrease
in construction costs, the Company believes that its decision to slow down the pace of construction commencements to meet lower construction
and financing costs was correct. Electricity prices in Italy maintain a stable level. Italy is the only country in Europe where no negative
electricity prices were recorded. The main reason is local gas-based electricity generation, and no change is expected in the short and
medium term.
Activity in Israel:
The Manara Cliff Pumped Storage Project (Company’s
share is 83.34%): A project with a capacity of 156 MW, which is in advanced construction stages. The Iron Swords War, which commenced
on October 7, 2023, stopped the construction work on the project. The project has protection from the state for damages and losses due
to the war within the framework of the tariff regulation (covenants that support financing). The project was expected to reach commercial
operation during the first half of 2027 and the continuation of the Iron Swords war will cause a delay in the date of activation. The
Israeli Electricity Authority currently approved a postponement of ten months of the dates for the project. In August 2024, a hearing
was published in connection with an additional extension of six months (for an aggregate extension of 16 months). The Company and its
partner in the project, Ampa, invested the equity required for the project (other than linkage differences), and the remainder of the
funding is from a consortium of lenders led by Mizrahi Bank, at a scope of approximately NIS 1.18 billion.
Development of Solar licenses combined with
storage:
| 1. | The Komemiyut and Qelahim Projects: each intended for
21 solar MW and 50 MW / hour batteries. The sale of electricity will be conducted through a private supplier. Commencement of construction
is planned for the first quarter of 2025. |
The Company waived the rights it won
in a solar / battery tender process in connection with these projects and therefore paid a forfeiture of guarantee in the amount of NIS
1.8 million and is in advanced negotiations with a local supplier for the execution of a long-term PPA.
| 2. | The Talmei Yosef Project: intended for 10 solar MW and
22 MW / hour batteries. The request for zoning approval was approved in the fourth quarter of 2023. |
| 3. | The Talmei Yosef Storage Project in Batteries: there
is a zoning approval for approximately 400 MW / hour. The project is designed for the regulation of high voltage storage. |
The Company also
has approximately 46 solar MW under preliminary planning stages.
Activity in the Netherlands:
During the first half of 2024, the operational
improvement in the Company’s biogas plants continued and high production levels were maintained. In addition, significant progress
was made in the process of obtaining the licenses to increase production by about 50% in the three plants. Increasing production will
require only small investments and is expected to increase income and EBITDA. The directive of the European Union to act to significantly
increase the production of greed gas and the establishment of the new government in the Netherlands enable the continuation of the legislative
process mandating the obligation to mix green gas with fossil gas and the conclusion of the legislative process is expected soon. This
legislation is expected to have a positive effect on the prices of green gas and the price of the accompanying green certificates.
Use of NON-IFRS Financial Measures
EBITDA is a non-IFRS measure and is
defined as earnings before financial expenses, net, taxes, depreciation and amortization. The Company presents this measure in order to
enhance the understanding of the Company’s operating performance and to enable comparability between periods. While the Company
considers EBITDA to be an important measure of comparative operating performance, EBITDA should not be considered in isolation or as a
substitute for net income or other statement of operations or cash flow data prepared in accordance with IFRS as a measure of profitability
or liquidity. EBITDA does not take into account the Company’s commitments, including capital expenditures and restricted cash and,
accordingly, is not necessarily indicative of amounts that may be available for discretionary uses. Not all companies calculate EBITDA
in the same manner, and the measure as presented may not be comparable to similarly-titled measure presented by other companies. The Company’s
EBITDA may not be indicative of the Company’s historic operating results; nor is it meant to be predictive of potential future results.
The Company uses this measure internally as performance measure and believes that when this measure is combined with IFRS measure it add
useful information concerning the Company’s operating performance. A reconciliation between results on an IFRS and non-IFRS basis
is provided on page 15 of this press release.
About Ellomay Capital Ltd.
Ellomay is an Israeli based company
whose shares are listed on the NYSE American and the Tel Aviv Stock Exchange under the trading symbol “ELLO”. Since 2009,
Ellomay Capital focuses its business in the renewable energy and power sectors in Europe, USA and Israel.
To date, Ellomay has evaluated numerous
opportunities and invested significant funds in the renewable, clean energy and natural resources industries in Israel, Italy, Spain,
the Netherlands and Texas, USA, including:
| ● | Approximately 335.9
MW of operating photovoltaic power plants in Spain (including a 300 MW photovoltaic plant in owned by Talasol, which is 51% owned by
the Company) and approximately 20 MW of operating photovoltaic power plants in Italy; |
| ● | 9.375% indirect interest
in Dorad Energy Ltd., which owns and operates one of Israel’s largest private power plants with production capacity of approximately
850MW, representing about 6%-8% of Israel’s total current electricity consumption; |
| ● | Groen Gas Goor B.V., Groen
Gas Oude-Tonge B.V. and Groen Gas Gelderland B.V., project companies operating anaerobic digestion plants in the Netherlands, with
a green gas production capacity of approximately 3 million, 3.8 million and 9.5 million Nm3 per year, respectively; |
| ● | 83.333% of Ellomay Pumped
Storage (2014) Ltd., which is involved in a project to construct a 156 MW pumped storage hydro power plant in the Manara Cliff, Israel; |
| ● | A solar plant (18 MW)
under construction in Italy; |
| ● | Solar projects in Italy
with an aggregate capacity of 195 MW that have reached “ready to build” status; and |
| ● | Solar projects in the
Dallas Metropolitan area, Texas, USA with an aggregate capacity of 49 MW that are under construction. |
For more information about Ellomay,
visit http://www.ellomay.com.
Information Relating to Forward-Looking
Statements
This press release contains forward-looking
statements that involve substantial risks and uncertainties, including statements that are based on the current expectations and assumptions
of the Company’s management. All statements, other than statements of historical facts, included in this press release regarding
the Company’s plans and objectives, expectations and assumptions of management are forward-looking statements. The use of certain
words, including the words “estimate,” “project,” “intend,” “expect,” “believe”
and similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform
Act of 1995. The Company may not actually achieve the plans, intentions or expectations disclosed in the forward-looking statements
and you should not place undue reliance on the Company’s forward-looking statements. Various important factors could cause actual
results or events to differ materially from those that may be expressed or implied by the Company’s forward-looking statements,
including changes in electricity prices and demand, continued war and hostilities in Israel and Gaza, regulatory changes, including extension
of current or approval of new rules and regulations increasing the operating expenses of manufacturers of renewable energy in Spain, increases
in interest rates and inflation, changes in the supply and prices of resources required for the operation of the Company’s facilities
(such as waste and natural gas) and in the price of oil, the impact of continued military conflict between Russia and Ukraine, technical
and other disruptions in the operations or construction of the power plants owned by the Company and general market, political and economic
conditions in the countries in which the Company operates, including Israel, Spain, Italy and the United States. These and other risks
and uncertainties associated with the Company’s business are described in greater detail in the filings the Company makes from time
to time with Securities and Exchange Commission, including its Annual Report on Form 20-F. The forward-looking statements are made as
of this date and the Company does not undertake any obligation to update any forward-looking statements, whether as a result of new information,
future events or otherwise.
Contact:
Kalia Rubenbach (Weintraub)
CFO
Tel: +972 (3) 797-1111
Email: hilai@ellomay.com
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated
Interim Statements of Financial Position
| |
June
30, 2024 | | |
December
31, 2023 | | |
June
30, 2024 | |
| |
Unaudited | | |
Audited | | |
Unaudited | |
| |
€
in thousands | | |
Convenience
Translation into US$ in thousands* | |
Assets | |
| | |
| | |
| |
Current
assets: | |
| | |
| | |
| |
Cash
and cash equivalents | |
| 56,044 | | |
| 51,127 | | |
| 59,938 | |
Short
term deposits | |
| 2,487 | | |
| 997 | | |
| 2,660 | |
Restricted
cash | |
| 729 | | |
| 810 | | |
| 780 | |
Intangible
asset from green certificates | |
| 214 | | |
| 553 | | |
| 229 | |
Trade
and other receivables | |
| 13,540 | | |
| 11,717 | | |
| 14,481 | |
Derivatives
asset short-term | |
| 1,096 | | |
| 275 | | |
| 1,172 | |
Assets
of disposal groups classified as held for sale | |
| - | | |
| 28,297 | | |
| - | |
| |
| 74,110 | | |
| 93,776 | | |
| 79,260 | |
Non-current
assets | |
| | | |
| | | |
| | |
Investment
in equity accounted investee | |
| 33,532 | | |
| 31,772 | | |
| 35,862 | |
Advances
on account of investments | |
| 952 | | |
| 898 | | |
| 1,018 | |
Fixed
assets | |
| 443,151 | | |
| 407,982 | | |
| 473,944 | |
Right-of-use
asset | |
| 32,594 | | |
| 30,967 | | |
| 34,859 | |
Restricted
cash and deposits | |
| 17,340 | | |
| 17,386 | | |
| 18,545 | |
Deferred
tax | |
| 7,480 | | |
| 8,677 | | |
| 8,000 | |
Long
term receivables | |
| 11,652 | | |
| 10,446 | | |
| 12,462 | |
Derivatives | |
| 13,971 | | |
| 10,948 | | |
| 14,942 | |
| |
| 560,672 | | |
| 519,076 | | |
| 599,632 | |
Total
assets | |
| 634,782 | | |
| 612,852 | | |
| 678,892 | |
| |
| | | |
| | | |
| | |
Liabilities
and Equity | |
| | | |
| | | |
| | |
Current
liabilities | |
| | | |
| | | |
| | |
Current
maturities of long-term bank loans | |
| 10,253 | | |
| 9,784 | | |
| 10,965 | |
Current
maturities of long-term loans | |
| 5,000 | | |
| 5,000 | | |
| 5,347 | |
Current
maturities of debentures | |
| 33,993 | | |
| 35,200 | | |
| 36,355 | |
Trade
payables | |
| 23,657 | | |
| 5,249 | | |
| 25,303 | |
Other
payables | |
| 11,361 | | |
| 10,859 | | |
| 12,150 | |
Current
maturities of derivatives | |
| - | | |
| 4,643 | | |
| - | |
Current
maturities of lease liabilities | |
| 757 | | |
| 700 | | |
| 810 | |
Liabilities
of disposal groups classified as held for sale | |
| - | | |
| 17,142 | | |
| - | |
| |
| 85,021 | | |
| 88,577 | | |
| 90,930 | |
Non-current
liabilities | |
| | | |
| | | |
| | |
Long-term
lease liabilities | |
| 25,619 | | |
| 23,680 | | |
| 27,399 | |
Long-term
bank loans | |
| 245,245 | | |
| 237,781 | | |
| 262,286 | |
Other
long-term loans | |
| 29,303 | | |
| 29,373 | | |
| 31,339 | |
Debentures | |
| 117,392 | | |
| 104,887 | | |
| 125,549 | |
Deferred
tax | |
| 2,587 | | |
| 2,516 | | |
| 2,767 | |
Other
long-term liabilities | |
| 2,113 | | |
| 939 | | |
| 2,260 | |
Derivatives | |
| 25 | | |
| - | | |
| 27 | |
| |
| 422,284 | | |
| 399,176 | | |
| 451,627 | |
Total
liabilities | |
| 507,305 | | |
| 487,753 | | |
| 542,557 | |
| |
| | | |
| | | |
| | |
Equity | |
| | | |
| | | |
| | |
Share
capital | |
| 25,613 | | |
| 25,613 | | |
| 27,393 | |
Share
premium | |
| 86,220 | | |
| 86,159 | | |
| 92,211 | |
Treasury
shares | |
| (1,736 | ) | |
| (1,736 | ) | |
| (1,857 | ) |
Transaction
reserve with non-controlling Interests | |
| 5,697 | | |
| 5,697 | | |
| 6,093 | |
Reserves | |
| 7,004 | | |
| 4,299 | | |
| 7,491 | |
Accumulated
deficit | |
| (6,471 | ) | |
| (5,037 | ) | |
| (6,921 | ) |
Total
equity attributed to shareholders of the Company | |
| 116,327 | | |
| 114,995 | | |
| 124,410 | |
Non-Controlling
Interest | |
| 11,150 | | |
| 10,104 | | |
| 11,925 | |
Total
equity | |
| 127,477 | | |
| 125,099 | | |
| 136,335 | |
Total
liabilities and equity | |
| 634,782 | | |
| 612,852 | | |
| 678,892 | |
| * | Convenience translation into US$
(exchange rate as at June 30, 2024: euro 1 = US$ 1.069) |
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated
Interim Statements of Profit or Loss and Other Comprehensive Income (Loss)
| |
For the Three months ended
June 30, | | |
For the Six
months ended
June 30, | | |
For the
year ended
December 31, | | |
For the
six months ended
June 30, | |
| |
2024 | | |
2023* | | |
2024 | | |
2023* | | |
2023 | | |
2024 | |
| |
Unaudited | | |
Audited | | |
Unaudited | |
| |
€in thousands (except per share data) | | |
Convenience Translation
into US$** | |
Revenues | |
| 11,213 | | |
| 13,266 | | |
| 19,456 | | |
| 24,999 | | |
| 48,834 | | |
| 20,808 | |
Operating expenses | |
| (4,960 | ) | |
| (5,477 | ) | |
| (9,523 | ) | |
| (11,845 | ) | |
| (22,861 | ) | |
| (10,185 | ) |
Depreciation and amortization expenses | |
| (4,176 | ) | |
| (3,831 | ) | |
| (8,231 | ) | |
| (7,826 | ) | |
| (16,012 | ) | |
| (8,803 | ) |
Gross profit | |
| 2,077 | | |
| 3,958 | | |
| 1,702 | | |
| 5,328 | | |
| 9,961 | | |
| 1,820 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Project development costs | |
| (866 | ) | |
| (1,028 | ) | |
| (2,281 | ) | |
| (2,192 | ) | |
| (4,465 | ) | |
| (2,439 | ) |
General and administrative expenses | |
| (1,414 | ) | |
| (1,383 | ) | |
| (3,034 | ) | |
| (2,816 | ) | |
| (5,283 | ) | |
| (3,245 | ) |
Share of profits of equity accounted investee | |
| 523 | | |
| 363 | | |
| 1,809 | | |
| 1,541 | | |
| 4,320 | | |
| 1,935 | |
Operating profit (loss) | |
| 320 | | |
| 1,910 | | |
| (1,804 | ) | |
| 1,861 | | |
| 4,533 | | |
| (1,929 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Financing income | |
| 2,383 | | |
| 3,441 | | |
| 2,424 | | |
| 8,188 | | |
| 8,747 | | |
| 2,592 | |
Financing income (expenses) in connection with
derivatives and warrants, net | |
| 2,316 | | |
| (562 | ) | |
| 2,852 | | |
| (476 | ) | |
| 251 | | |
| 3,050 | |
Financing expenses in connection with projects finance | |
| (1,452 | ) | |
| (1,514 | ) | |
| (2,953 | ) | |
| (3,058 | ) | |
| (6,077 | ) | |
| (3,158 | ) |
Financing expenses in connection with debentures | |
| (1,851 | ) | |
| (1,012 | ) | |
| (3,562 | ) | |
| (1,840 | ) | |
| (3,876 | ) | |
| (3,810 | ) |
Interest expenses on minority shareholder loan | |
| (534 | ) | |
| (468 | ) | |
| (1,088 | ) | |
| (933 | ) | |
| (2,014 | ) | |
| (1,164 | ) |
Other financing expenses | |
| (160 | ) | |
| (125 | ) | |
| (283 | ) | |
| (392 | ) | |
| (588 | ) | |
| (303 | ) |
Financing income (expenses), net | |
| 702 | | |
| (240 | ) | |
| (2,610 | ) | |
| 1,489 | | |
| (3,557 | ) | |
| (2,793 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Profit (loss) before taxes on income | |
| 1,022 | | |
| 1,670 | | |
| (4,414 | ) | |
| 3,350 | | |
| 976 | | |
| (4,722 | ) |
Tax benefit (Taxes on income) | |
| 160 | | |
| (136 | ) | |
| 988 | | |
| 1,216 | | |
| 1,436 | | |
| 1,057 | |
Profit (loss) for the period from continuing operations | |
| 1,182 | | |
| 1,534 | | |
| (3,426 | ) | |
| 4,566 | | |
| 2,412 | | |
| (3,665 | ) |
Profit (loss) from discontinued operation (net of tax) | |
| 391 | | |
| (245 | ) | |
| 79 | | |
| (3 | ) | |
| (1,787 | ) | |
| 84 | |
Profit (loss) for the period | |
| 1,573 | | |
| 1,289 | | |
| (3,347 | ) | |
| 4,563 | | |
| 625 | | |
| (3,581 | ) |
Profit (loss) attributable to: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Owners of the Company | |
| 2,179 | | |
| 1,395 | | |
| (1,434 | ) | |
| 5,476 | | |
| 2,219 | | |
| (1,534 | ) |
Non-controlling interests | |
| (606 | ) | |
| (106 | ) | |
| (1,913 | ) | |
| (913 | ) | |
| (1,594 | ) | |
| (2,047 | ) |
Profit (loss) for the period | |
| 1,573 | | |
| 1,289 | | |
| (3,347 | ) | |
| 4,563 | | |
| 625 | | |
| (3,581 | ) |
Other comprehensive income (loss) item that after initial recognition in comprehensive income (loss) were or will be transferred to profit or loss: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Foreign currency translation differences for foreign operations | |
| (1,557 | ) | |
| (2,703 | ) | |
| (433 | ) | |
| (8,253 | ) | |
| (7,949 | ) | |
| (464 | ) |
Foreign currency translation differences for foreign operations that were recognized in profit or loss | |
| 255 | | |
| - | | |
| 255 | | |
| - | | |
| - | | |
| 273 | |
Effective portion of change in fair value of cash flow hedges | |
| (1,335 | ) | |
| 12,026 | | |
| 9,126 | | |
| 44,200 | | |
| 39,431 | | |
| 9,760 | |
Net change in fair value of cash flow hedges transferred to profit or loss | |
| (3,741 | ) | |
| (4,809 | ) | |
| (3,284 | ) | |
| (4,809 | ) | |
| 9,794 | | |
| (3,513 | ) |
Total other comprehensive income (loss) | |
| (6,378 | ) | |
| 4,514 | | |
| 5,664 | | |
| 31,138 | | |
| 41,276 | | |
| 6,056 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Total other comprehensive income (loss) attributable to: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Owners of the Company | |
| (3,951 | ) | |
| 1,040 | | |
| 2,705 | | |
| 12,055 | | |
| 16,931 | | |
| 2,892 | |
Non-controlling interests | |
| (2,427 | ) | |
| 3,474 | | |
| 2,959 | | |
| 19,083 | | |
| 24,345 | | |
| 3,164 | |
Total other comprehensive income (loss) for the period | |
| (6,378 | ) | |
| 4,514 | | |
| 5,664 | | |
| 31,138 | | |
| 41,276 | | |
| 6,056 | |
Total comprehensive income (loss) for the period | |
| (4,805 | ) | |
| 5,803 | | |
| 2,317 | | |
| 35,701 | | |
| 41,901 | | |
| 2,475 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Total comprehensive income (loss) attributable to: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Owners of the Company | |
| (1,772 | ) | |
| 2,435 | | |
| 1,271 | | |
| 17,531 | | |
| 19,150 | | |
| 1,358 | |
Non-controlling interests | |
| (3,033 | ) | |
| 3,368 | | |
| 1,046 | | |
| 18,170 | | |
| 22,751 | | |
| 1,117 | |
Total comprehensive income (loss) for the period | |
| (4,805 | ) | |
| 5,803 | | |
| 2,317 | | |
| 35,701 | | |
| 41,901 | | |
| 2,475 | |
| * | The results of the Talmei Yosef solar plant have been reclassified
as a discontinued operation and the results for these periods have been adjusted accordingly |
| ** | Convenience translation into US$ (exchange rate as at June 30,
2024: euro 1 = US $ 1.069) |
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated
Interim Statements of Profit or Loss and Other Comprehensive Income (Loss) (cont’d)
| |
For the Three months ended
June 30, | | |
For the Six months ended
June 30, | | |
For the
year ended
December 31, | | |
For the
six months ended
June 30, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | | |
2023 | | |
2024 | |
| |
Unaudited | | |
Audited | | |
Unaudited | |
| |
€in thousands (except per share data) | | |
Convenience Translation into US$* | |
Basic profit (loss) per share | |
| 0.04 | | |
| 0.11 | | |
| (0.10 | ) | |
| 0.43 | | |
| 0.17 | | |
| (0.11 | ) |
Diluted profit (loss) per share | |
| 0.04 | | |
| 0.11 | | |
| (0.10 | ) | |
| 0.43 | | |
| 0.17 | | |
| (0.11 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Basic profit (loss) per share continuing operations | |
| 0.03 | | |
| 0.09 | | |
| (0.11 | ) | |
| 0.43 | | |
| 0.31 | | |
| (0.12 | ) |
Diluted profit (loss) per share continuing operations | |
| 0.03 | | |
| 0.09 | | |
| (0.11 | ) | |
| 0.43 | | |
| 0.31 | | |
| (0.12 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Basic profit (loss) per share discontinued operation | |
| 0.01 | | |
| (0.02 | ) | |
| 0.01 | | |
| - | | |
| (0.14 | ) | |
| 0.01 | |
Diluted profit (loss) per share discontinued operation | |
| 0.01 | | |
| (0.02 | ) | |
| 0.01 | | |
| - | | |
| (0.14 | ) | |
| 0.01 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| * | Convenience translation into US$ (exchange rate as at June 30,
2024: euro 1 = US$ 1.069) |
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated
Statements of Changes in Equity
| |
| | |
| | |
Attributable
to shareholders of the Company | | |
| | |
| |
| |
Share
capital | | |
Share
premium | | |
Accumulated
Deficit | | |
Treasury
shares | | |
Translation
reserve from foreign
operations | | |
Hedging
Reserve | | |
Interests
Transaction reserve with non-controlling
Interests | | |
Total | | |
Non-
controlling Interests | | |
Total
Equity | |
| |
€
in thousands | |
For
the six months ended June
30, 2024 (unaudited): | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Balance
as at January 1, 2024 | |
| 25,613 | | |
| 86,159 | | |
| (5,037 | ) | |
| (1,736 | ) | |
| 385 | | |
| 3,914 | | |
| 5,697 | | |
| 114,995 | | |
| 10,104 | | |
| 125,099 | |
Loss
for the period | |
| - | | |
| - | | |
| (1,434 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| (1,434 | ) | |
| (1,913 | ) | |
| (3,347 | ) |
Other
comprehensive income (loss) for the period | |
| - | | |
| - | | |
| - | | |
| - | | |
| (170 | ) | |
| 2,875 | | |
| - | | |
| 2,705 | | |
| 2,959 | | |
| 5,664 | |
Total
comprehensive income (loss) for the period | |
| - | | |
| - | | |
| (1,434 | ) | |
| - | | |
| (170 | ) | |
| 2,875 | | |
| - | | |
| 1,271 | | |
| 1,046 | | |
| 2,317 | |
Transactions
with owners of the Company, recognized directly in equity: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Share-based
payments | |
| - | | |
| 61 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 61 | | |
| - | | |
| 61 | |
Balance
as at June 30, 2024 | |
| 25,613 | | |
| 86,220 | | |
| (6,471 | ) | |
| (1,736 | ) | |
| 215 | | |
| 6,789 | | |
| 5,697 | | |
| 116,327 | | |
| 11,150 | | |
| 127,477 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
For
the six months ended | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
June
30, 2023 (unaudited): | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance
as at January 1, 2023 | |
| 25,613 | | |
| 86,038 | | |
| (7,256 | ) | |
| (1,736 | ) | |
| 7,970 | | |
| (20,602 | ) | |
| 5,697 | | |
| 95,724 | | |
| (12,647 | ) | |
| 83,077 | |
Profit
(loss) for the period | |
| - | | |
| - | | |
| 5,476 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 5,476 | | |
| (913 | ) | |
| 4,563 | |
Other
comprehensive income (loss) for the period | |
| - | | |
| - | | |
| - | | |
| - | | |
| (7,882 | ) | |
| 19,937 | | |
| - | | |
| 12,055 | | |
| 19,083 | | |
| 31,138 | |
Total
comprehensive income (loss) for the period | |
| - | | |
| - | | |
| 5,476 | | |
| - | | |
| (7,882 | ) | |
| 19,937 | | |
| - | | |
| 17,531 | | |
| 18,170 | | |
| 35,701 | |
Transactions
with owners of the Company, recognized directly in equity: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Share-based
payments | |
| - | | |
| 62 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 62 | | |
| - | | |
| 62 | |
Balance
as at June 30, 2023 | |
| 25,613 | | |
| 86,100 | | |
| (1,780 | ) | |
| (1,736 | ) | |
| 88 | | |
| (665 | ) | |
| 5,697 | | |
| 113,317 | | |
| 5,523 | | |
| 118,840 | |
Ellomay Capital Ltd. and its Subsidiaries
Unaudited Condensed
Consolidated Interim Statements of Changes in Equity (cont’d)
| |
| | |
| | |
Attributable to shareholders of the Company | | |
| | |
| |
| |
Share capital | | |
Share premium | | |
Accumulated Deficit | | |
Treasury shares | | |
Translation reserve from foreign operations | | |
Hedging Reserve | | |
Interests Transaction reserve with non-controlling Interests | | |
Total | | |
Non- controlling Interests | | |
Total Equity | |
| |
€ in thousands | |
For the
year ended December 31, 2023 (audited): | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Balance as at January 1, 2023 | |
| 25,613 | | |
| 86,038 | | |
| (7,256 | ) | |
| (1,736 | ) | |
| 7,970 | | |
| (20,602 | ) | |
| 5,697 | | |
| 95,724 | | |
| (12,647 | ) | |
| 83,077 | |
Profit (loss) for the year | |
| - | | |
| - | | |
| 2,219 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 2,219 | | |
| (1,594 | ) | |
| 625 | |
Other comprehensive income (loss) for the year | |
| - | | |
| - | | |
| - | | |
| - | | |
| (7,585 | ) | |
| 24,516 | | |
| - | | |
| 16,931 | | |
| 24,345 | | |
| 41,276 | |
Total comprehensive income (loss) for the year | |
| - | | |
| - | | |
| 2,219 | | |
| - | | |
| (7,585 | ) | |
| 24,516 | | |
| - | | |
| 19,150 | | |
| 22,751 | | |
| 41,901 | |
Transactions with owners of the Company, recognized directly in equity: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Share-based payments | |
| - | | |
| 121 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 121 | | |
| - | | |
| 121 | |
Balance as at December 31, 2023 | |
| 25,613 | | |
| 86,159 | | |
| (5,037 | ) | |
| (1,736 | ) | |
| 385 | | |
| 3,914 | | |
| 5,697 | | |
| 114,995 | | |
| 10,104 | | |
| 125,099 | |
Ellomay Capital Ltd. and its Subsidiaries
Unaudited Condensed
Consolidated Interim Statements of Changes in Equity (cont’d)
| |
| | |
| | |
Attributable to shareholders of the Company | | |
| | |
| |
| |
Share capital | | |
Share premium | | |
Retained earnings | | |
Treasury shares | | |
Translation reserve from foreign operations | | |
Hedging Reserve | | |
Interests Transaction reserve with non-controlling Interests | | |
Total | | |
Non- controlling Interests | | |
Total Equity | |
| |
Convenience translation into US$ (exchange rate as at June 30, 2024: euro 1 = US$ 1.069) | |
For the six months ended June 30, 2024 (unaudited): | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Balance as at January 1, 2024 | |
| 27,393 | | |
| 92,146 | | |
| (5,387 | ) | |
| (1,857 | ) | |
| 413 | | |
| 4,186 | | |
| 6,093 | | |
| 122,987 | | |
| 10,808 | | |
| 133,795 | |
Loss for the period | |
| - | | |
| - | | |
| (1,534 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| (1,534 | ) | |
| (2,047 | ) | |
| (3,581 | ) |
Other comprehensive income (loss) for the period | |
| - | | |
| - | | |
| - | | |
| - | | |
| (182 | ) | |
| 3,074 | | |
| - | | |
| 2,892 | | |
| 3,164 | | |
| 6,056 | |
Total comprehensive income (loss) for the period | |
| - | | |
| - | | |
| (1,534 | ) | |
| - | | |
| (182 | ) | |
| 3,074 | | |
| - | | |
| 1,358 | | |
| 1,117 | | |
| 2,475 | |
Transactions with owners of the Company, recognized directly in equity: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Share-based payments | |
| - | | |
| 65 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 65 | | |
| - | | |
| 65 | |
Balance as at June 30, 2024 | |
| 27,393 | | |
| 92,211 | | |
| (6,921 | ) | |
| (1,857 | ) | |
| 231 | | |
| 7,260 | | |
| 6,093 | | |
| 124,410 | | |
| 11,925 | | |
| 136,335 | |
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated
Interim Statements of Cash Flow
| |
For the three
months ended
June 30, | | |
For the six
months ended
June 30, | | |
For the year
ended
December 31, | | |
For the six
months ended
June 30 | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | | |
2023 | | |
2024 | |
| |
Unaudited | | |
Audited | | |
Unaudited | |
| |
€ in thousands | | |
Convenience Translation into US$* | |
Cash flows from operating activities | |
| | |
| | |
| | |
| | |
| | |
| |
Profit (loss) for the period | |
| 1,573 | | |
| 1,289 | | |
| (3,347 | ) | |
| 4,563 | | |
| 625 | | |
| (3,581 | ) |
Adjustments for: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Financing income (expenses), net | |
| (961 | ) | |
| 467 | | |
| 2,206 | | |
| (1,556 | ) | |
| 3,034 | | |
| 2,361 | |
Profit from settlement of derivatives contract | |
| 199 | | |
| - | | |
| 199 | | |
| - | | |
| - | | |
| 213 | |
Impairment losses on assets of disposal groups classified as held-for-sale | |
| (196 | ) | |
| - | | |
| 405 | | |
| - | | |
| 2,565 | | |
| 433 | |
Depreciation and amortization | |
| 4,195 | | |
| 3,949 | | |
| 8,279 | | |
| 8,064 | | |
| 16,473 | | |
| 8,854 | |
Share-based payment transactions | |
| 28 | | |
| 31 | | |
| 61 | | |
| 62 | | |
| 121 | | |
| 65 | |
Share of profits of equity accounted investees | |
| (523 | ) | |
| (363 | ) | |
| (1,809 | ) | |
| (1,541 | ) | |
| (4,320 | ) | |
| (1,935 | ) |
Payment of interest on loan from an equity accounted investee | |
| - | | |
| - | | |
| - | | |
| - | | |
| 1,501 | | |
| - | |
Change in trade receivables and other receivables | |
| (869 | ) | |
| 1931 | | |
| (3,214 | ) | |
| 558 | | |
| (302 | ) | |
| (3,437 | ) |
Change in other assets | |
| 5 | | |
| (35 | ) | |
| 5 | | |
| (155 | ) | |
| (681 | ) | |
| 5 | |
Change in receivables from concessions project | |
| 478 | | |
| 579 | | |
| 793 | | |
| 836 | | |
| 1,778 | | |
| 848 | |
Change in trade payables | |
| (565 | ) | |
| (533 | ) | |
| (633 | ) | |
| (1,409 | ) | |
| (45 | ) | |
| (677 | ) |
Change in other payables | |
| (1,037 | ) | |
| (1,034 | ) | |
| 1,759 | | |
| 383 | | |
| (2,235 | ) | |
| 1,881 | |
Income tax expense (tax benefit) | |
| (188 | ) | |
| 53 | | |
| (993 | ) | |
| (1,203 | ) | |
| (1,852 | ) | |
| (1,062 | ) |
Income taxes refund (paid) | |
| (85 | ) | |
| (20 | ) | |
| 479 | | |
| (20 | ) | |
| (912 | ) | |
| 512 | |
Interest received | |
| 799 | | |
| 860 | | |
| 1,706 | | |
| 1,353 | | |
| 2,936 | | |
| 1,825 | |
Interest paid | |
| (3,536 | ) | |
| (3,741 | ) | |
| (5,428 | ) | |
| (4,664 | ) | |
| (10,082 | ) | |
| (5,805 | ) |
| |
| (2,256 | ) | |
| 2,144 | | |
| 3,815 | | |
| 708 | | |
| 7,979 | | |
| 4,081 | |
Net cash provided by (used in) operating activities | |
| (683 | ) | |
| 3,433 | | |
| 468 | | |
| 5,271 | | |
| 8,604 | | |
| 500 | |
Cash flows from investing activities | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Acquisition of fixed assets | |
| (10,573 | ) | |
| (14,137 | ) | |
| (19,593 | ) | |
| (27,468 | ) | |
| (58,848 | ) | |
| (20,954 | ) |
Interest paid capitalized to fixed assets | |
| (1,121 | ) | |
| - | | |
| (1,121 | ) | |
| - | | |
| (2,283 | ) | |
| (1,199 | ) |
Proceeds from sale of investments | |
| 9,267 | | |
| - | | |
| 9,267 | | |
| - | | |
| - | | |
| 9,911 | |
Repayment of loan by an equity accounted investee | |
| - | | |
| - | | |
| - | | |
| - | | |
| 1,324 | | |
| - | |
Loan to an equity accounted investee | |
| - | | |
| (8 | ) | |
| - | | |
| (68 | ) | |
| (128 | ) | |
| - | |
Advances on account of investments | |
| (54 | ) | |
| (395 | ) | |
| (54 | ) | |
| (777 | ) | |
| (421 | ) | |
| (58 | ) |
Proceeds from advances on account of investments | |
| - | | |
| - | | |
| - | | |
| - | | |
| 2,218 | | |
| - | |
Proceeds in marketable securities | |
| - | | |
| - | | |
| - | | |
| 2,837 | | |
| 2,837 | | |
| - | |
Investment in settlement of derivatives, net | |
| 145 | | |
| - | | |
| 159 | | |
| - | | |
| - | | |
| 170 | |
Proceeds from (investment in) in restricted cash, net | |
| (1,034 | ) | |
| - | | |
| 119 | | |
| 893 | | |
| 840 | | |
| 127 | |
Proceeds from (investment in) short term deposit | |
| (1,455 | ) | |
| 20,688 | | |
| (1,483 | ) | |
| (1,257 | ) | |
| (1,092 | ) | |
| (1,586 | ) |
Net cash provided by (used in) investing activities | |
| (4,825 | ) | |
| 6,148 | | |
| (12,706 | ) | |
| (25,840 | ) | |
| (55,553 | ) | |
| (13,589 | ) |
Cash flows from financing activities | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Issuance of warrants | |
| - | | |
| - | | |
| 3,735 | | |
| - | | |
| - | | |
| 3,995 | |
Cost associated with long term loans | |
| (828 | ) | |
| (391 | ) | |
| (1,466 | ) | |
| (706 | ) | |
| (1,877 | ) | |
| (1,568 | ) |
Payment of principal of lease liabilities | |
| (187 | ) | |
| (577 | ) | |
| (486 | ) | |
| (777 | ) | |
| (1,156 | ) | |
| (520 | ) |
Proceeds from long term loans | |
| 10,098 | | |
| 20,735 | | |
| 10,478 | | |
| 21,499 | | |
| 32,157 | | |
| 11,206 | |
Repayment of long-term loans | |
| (4,310 | ) | |
| (5,916 | ) | |
| (6,667 | ) | |
| (6,602 | ) | |
| (12,736 | ) | |
| (7,130 | ) |
Repayment of Debentures | |
| (35,845 | ) | |
| (17,763 | ) | |
| (35,845 | ) | |
| (17,763 | ) | |
| (17,763 | ) | |
| (38,336 | ) |
Proceeds from issuance of Debentures, net | |
| 9,340 | | |
| - | | |
| 45,790 | | |
| 55,808 | | |
| 55,808 | | |
| 48,972 | |
Net cash provided by (used in) financing activities | |
| (21,732 | ) | |
| (3,912 | ) | |
| 15,539 | | |
| 51,459 | | |
| 54,433 | | |
| 16,619 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Effect of exchange rate fluctuations on cash and cash equivalents | |
| (479 | ) | |
| (1,536 | ) | |
| 1,188 | | |
| (3,478 | ) | |
| (2,387 | ) | |
| 1,270 | |
Increase in cash and cash equivalents | |
| (27,719 | ) | |
| 4,133 | | |
| 4,489 | | |
| 27,412 | | |
| 5,097 | | |
| 4,800 | |
Cash and cash equivalents at the beginning of the period | |
| 82,722 | | |
| 69,737 | | |
| 51,127 | | |
| 46,458 | | |
| 46,458 | | |
| 54,680 | |
Cash from disposal groups classified as held-for-sale | |
| 1,041 | | |
| (36 | ) | |
| 428 | | |
| (36 | ) | |
| (428 | ) | |
| 458 | |
Cash and cash equivalents at the end of the period | |
| 56,044 | | |
| 73,834 | | |
| 56,044 | | |
| 73,834 | | |
| 51,127 | | |
| 59,938 | |
| * | Convenience translation into US$ (exchange rate as at June 30,
2024: euro 1 = US$ 1.069) |
Ellomay Capital Ltd.
and its Subsidiaries
Operating Segments
(Unaudited)
| |
Italy | | |
Spain | | |
USA | | |
Netherlands | | |
Israel | | |
| | |
| | |
| |
| |
Solar | | |
Subsidized
Solar Plants | | |
28
MW Solar | | |
Talasol Solar | | |
Solar | | |
Biogas | | |
Dorad | | |
Manara
Pumped Storage | | |
Solar* | | |
Total reportable segments | | |
Reconciliations | | |
Total consolidated | |
| |
For
the six months ended June 30, 2024 | |
| |
€
in thousands | |
Revenues | |
| 529 | | |
| 1,423 | | |
| 513 | | |
| 8,973 | | |
| - | | |
| 8,018 | | |
| 29,803 | | |
| - | | |
| 278 | | |
| 49,537 | | |
| (30,081 | ) | |
| 19,456 | |
Operating
expenses | |
| - | | |
| (273 | ) | |
| (337 | ) | |
| (2,252 | ) | |
| - | | |
| (6,661 | ) | |
| (22,088 | ) | |
| - | | |
| (142 | ) | |
| (31,753 | ) | |
| 22,230 | | |
| (9,523 | ) |
Depreciation
expenses | |
| (1 | ) | |
| (460 | ) | |
| (587 | ) | |
| (5,741 | ) | |
| - | | |
| (1,442 | ) | |
| (2,716 | ) | |
| - | | |
| (48 | ) | |
| (10,995 | ) | |
| 2,764 | | |
| (8,231 | ) |
Gross
profit (loss) | |
| 528 | | |
| 690 | | |
| (411 | ) | |
| 980 | | |
| - | | |
| (85 | ) | |
| 4,999 | | |
| - | | |
| 88 | | |
| 6,789 | | |
| (5,087 | ) | |
| 1,702 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Adjusted
gross profit (loss) | |
| 528 | | |
| 690 | | |
| (411 | ) | |
| 980 | | |
| - | | |
| (85 | ) | |
| 4,999 | | |
| - | | |
| 317 | 2 | |
| 7,018 | | |
| (5,316 | ) | |
| 1,702 | |
Project
development costs | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (2,281 | ) |
General
and administrative expenses | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (3,034 | ) |
Share
of loss of equity accounted investee | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 1,809 | |
Operating
profit | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (1,804 | ) |
Financing
income | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 2,424 | |
Financing
income in connection with derivatives and warrants, net | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 2,852 | |
Financing
expenses in connection with projects finance | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (2,953 | ) |
Financing
expenses in connection with debentures | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (3,562 | ) |
Interest
expenses on minority shareholder loan | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (1,088 | ) |
Other
financing expenses | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (283 | ) |
Financing
expenses, net | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (2,610 | ) |
Loss
before taxes on income | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (4,414 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Segment
assets as at June 30, 2024 | |
| 50,898 | | |
| 12,828 | | |
| 19,345 | | |
| 224,778 | | |
| 38,411 | | |
| 31,411 | | |
| 98,481 | | |
| 176,865 | | |
| - | | |
| 653,400 | | |
| (18,618 | ) | |
| 634,782 | |
| * | The results of the Talmei Yosef solar plant are presented as
a discontinued operation. |
2 |
The gross profit of the
Talmei Yosef solar plant located in Israel is adjusted to include income from the sale of electricity (approximately €1,264
thousand) and depreciation expenses (approximately €757 thousand) under the fixed asset model, which were not recognized as
revenues and depreciation expenses, respectively, under the financial asset model as per IFRIC 12. |
Ellomay Capital Ltd. and its Subsidiaries
Reconciliation
of Profit to EBITDA (Unaudited)
| |
For the three months
ended June 30, | | |
For the six months ended
June 30, | | |
For the year ended
December 31, | | |
For the six months ended
June 30, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | | |
2023 | | |
2024 | |
| |
€ in thousands | | |
Convenience Translation into US$ in thousands* | |
Net profit (loss) for the period | |
| 1,573 | | |
| 1,289 | | |
| (3,347 | ) | |
| 4,563 | | |
| 625 | | |
| (3,581 | ) |
Financing (income) expenses, net | |
| (702 | ) | |
| 240 | | |
| 2,610 | | |
| (1,489 | ) | |
| 3,557 | | |
| 2,793 | |
Taxes on income (Tax benefit) | |
| (160 | ) | |
| 136 | | |
| (988 | ) | |
| (1,216 | ) | |
| (1,436 | ) | |
| (1,057 | ) |
Depreciation and amortization expenses | |
| 4,176 | | |
| 3,831 | | |
| 8,231 | | |
| 7,826 | | |
| 16,012 | | |
| 8,803 | |
EBITDA | |
| 4,887 | | |
| 5,496 | | |
| 6,506 | | |
| 9,684 | | |
| 18,758 | | |
| 6,958 | |
| * | Convenience translation into US$ (exchange rate as at June 30,
2024: euro 1 = US$ 1.069) |
Ellomay Capital Ltd. and its Subsidiaries
Information
for the Company’s Debenture Holders
Financial
Covenants
Pursuant
to the Deeds of Trust governing the Company’s Series C, Series D, Series E and Series F Debentures (together, the “Debentures”),
the Company is required to maintain certain financial covenants. For more information, see Items 4.A and 5.B of the Company’s Annual
Report on Form 20-F submitted to the Securities and Exchange Commission on April 18, 2024, and below.
Net
Financial Debt
As
of June 30, 2024, the Company’s Net Financial Debt, (as such term is defined in the Deeds of Trust of the Company’s Debentures),
was approximately €101 million (consisting of approximately €284.53
million of short-term and long-term debt from banks and other interest bearing financial obligations, approximately €159.54
million in connection with the Series C Debentures issuances (in July 2019, October 2020, February 2021 and October 2021),
the Series D Convertible Debentures issuance (in February 2021), the Series E Secured Debentures issuance (in February 2023) and the
Series F Debentures issuance (in January 2024 and April 2024)), net of approximately €58.5 million of cash and cash equivalents,
short-term deposits and marketable securities and net of approximately €284.55
million of project finance and related hedging transactions of the Company’s subsidiaries). The Net Financial Debt
and other information included in this disclosure do not include the private placement of Series F Debentures consummated in August 2024.
| 3 | The amount of short-term
and long-term debt from banks and other interest-bearing financial obligations provided above, includes an amount of approximately €4.5
million costs associated with such debt, which was capitalized and therefore offset from the debt amount that is recorded in the Company’s
balance sheet. |
| 4 | The amount of the debentures
provided above includes an amount of approximately €6.6 million associated costs, which was capitalized and discount or premium
and therefore offset from the debentures amount that is recorded in the Company’s balance sheet. This amount also includes
the accrued interest as at June 30, 2024 in the amounts of approximately €1.5 million. |
| 5 | The project finance amount
deducted from the calculation of Net Financial Debt includes project finance obtained from various sources, including financing entities
and the minority shareholders in project companies held by the Company (provided in the form of shareholders’ loans to the project
companies). |
Ellomay Capital Ltd. and its Subsidiaries
Information
for the Company’s Debenture Holders (cont’d)
Information
for the Company’s Series C Debenture Holders
The Deed
of Trust governing the Company’s Series C Debentures (as amended on June 6, 2022, the “Series C Deed of Trust”),
includes an undertaking by the Company to maintain certain financial covenants, whereby a breach of such financial covenants for two consecutive
quarters is a cause for immediate repayment. As of June 30, 2024, the Company was in compliance with the financial covenants set forth
in the Series C Deed of Trust as follows: (i) the Company’s Adjusted Shareholders’ Equity (as defined in the Series C Deed
of Trust) was approximately €117.1 million, (ii) the ratio of the Company’s Net Financial Debt (as set forth above) to the
Company’s CAP, Net (defined as the Company’s Adjusted Shareholders’ Equity plus the Net Financial Debt) was 46.3%, and
(iii) the ratio of the Company’s Net Financial Debt to the Company’s Adjusted EBITDA6,
was 5.7.
The following
is a reconciliation between the Company’s loss and the Adjusted EBITDA (as defined
in the Series C Deed of Trust) for the four-quarter period ended June 30, 2024:
| |
For the four-quarter period ended June 30, 2024 | |
| |
Unaudited | |
| |
€ in thousands | |
Loss for the period | |
| (7,285 | ) |
Financing expenses, net | |
| 7,656 | |
Taxes on income | |
| (1,208 | ) |
Depreciation | |
| 16,417 | |
Share-based payments | |
| 120 | |
Adjustment to revenues of the Talmei Yosef solar plant due to calculation based on the fixed asset model | |
| 1,871 | |
Adjusted EBITDA as defined the Series C Deed of Trust | |
| 17,571 | |
| 6 | The term “Adjusted
EBITDA” is defined in the Series C Deed of Trust as earnings before financial expenses, net, taxes, depreciation and amortization,
where the revenues from the Company’s operations, such as the Talmei Yosef solar plant, are calculated based on the fixed asset
model and not based on the financial asset model (IFRIC 12), and before share-based payments. The Series C Deed of Trust provides that
for purposes of the financial covenant, the Adjusted EBITDA will be calculated based on the four preceding quarters, in the aggregate.
The Adjusted EBITDA is presented in this press release as part of the Company’s undertakings towards the holders of its Series
C Debentures. For a general discussion of the use of non-IFRS measures, such as EBITDA and Adjusted EBITDA see above under “Use
of NON-IFRS Financial Measures.” |
Ellomay Capital Ltd. and its Subsidiaries
Information
for the Company’s Debenture Holders (cont’d)
Information
for the Company’s Series D Debenture Holders
The Deed
of Trust governing the Company’s Series D Debentures includes an undertaking by the Company to maintain certain financial covenants,
whereby a breach of such financial covenants for the periods set forth in the Series D Deed of Trust is a cause for immediate repayment.
As of June 30, 2024, the Company was in compliance with the financial covenants set forth in the Series D Deed of Trust as follows: (i)
the Company’s Adjusted Shareholders’ Equity (as defined in the Series D Deed of Trust) was approximately €117.1 million,
(ii) the ratio of the Company’s Net Financial Debt (as set forth above) to the Company’s CAP, Net (defined as the Company’s
Adjusted Shareholders’ Equity plus the Net Financial Debt) was 46.3%, and (iii) the ratio of the Company’s Net Financial Debt
to the Company’s Adjusted EBITDA7 was 5.4.
The
following is a reconciliation between the Company’s loss
and the Adjusted EBITDA (as defined in the Series D Deed of Trust) for the four-quarter period ended June 30, 2024:
| |
For the
four-quarter
period ended
June 30,
2024 | |
| |
Unaudited | |
| |
€ in thousands | |
Loss for the period | |
| (7,285 | ) |
Financing expenses, net | |
| 7,656 | |
Taxes on income | |
| (1,208 | ) |
Depreciation and amortization expenses | |
| 16,417 | |
Share-based payments | |
| 120 | |
Adjustment to revenues of the Talmei Yosef PV Plant due to calculation based on the fixed asset model | |
| 1,871 | |
Adjustment to data relating to projects with a Commercial Operation Date during the four preceding quarters8 | |
| 1,081 | |
Adjusted EBITDA as defined the Series D Deed of Trust | |
| 18,652 | |
| 7 | The term “Adjusted
EBITDA” is defined in the Series D Deed of Trust as earnings before financial expenses, net, taxes, depreciation and amortization,
where the revenues from the Company’s operations, such as the Talmei Yosef PV Plant, are calculated based on the fixed asset model
and not based on the financial asset model (IFRIC 12), and before share-based payments, when the data of assets or projects whose Commercial
Operation Date (as such term is defined in the Series D Deed of Trust) occurred in the four quarters that preceded the relevant date
will be calculated based on Annual Gross Up (as such term is defined in the Series D Deed of Trust). The Series D Deed of Trust provides
that for purposes of the financial covenant, the Adjusted EBITDA will be calculated based on the four preceding quarters, in the aggregate.
The Adjusted EBITDA is presented in this press release as part of the Company’s undertakings towards the holders of its Series
D Debentures. For a general discussion of the use of non-IFRS measures, such as EBITDA and Adjusted EBITDA see above under “Use
of NON-IFRS Financial Measures.” |
| 8 | The adjustment is based on the results of solar plants in Italy
that were connected to the grid and commenced delivery of electricity to the grid during the six months ended June 30, 2024. As these
solar plants have not reached PAC (Preliminary Acceptance Certificate) as of June 30, 2024, the Company recorded revenues and did not
have direct expenses in connection with these solar plants. However, for the sake of caution, the Company included the expected fixed
expenses in connection with these solar plants in the calculation of the adjustment. |
Ellomay Capital Ltd. and its Subsidiaries
Information
for the Company’s Debenture Holders (cont’d)
Information
for the Company’s Series E Debenture Holders
The Deed
of Trust governing the Company’s Series E Debentures includes an undertaking by the Company to maintain certain financial covenants,
whereby a breach of such financial covenants for the periods set forth in the Series E Deed of Trust is a cause for immediate repayment.
As of June 30, 2024, the Company was in compliance with the financial covenants set forth in the Series E Deed of Trust as follows: (i)
the Company’s Adjusted Shareholders’ Equity (as defined in the Series E Deed of Trust) was approximately €117.1 million,
(ii) the ratio of the Company’s Net Financial Debt (as set forth above) to the Company’s CAP, Net (defined as the Company’s
Adjusted Shareholders’ Equity plus the Net Financial Debt) was 46.3%, and (iii) the ratio of the Company’s Net Financial Debt
to the Company’s Adjusted EBITDA9 was 5.4.
The
following is a reconciliation between the Company’s loss
and the Adjusted EBITDA (as defined in the Series E Deed of Trust) for the four-quarter period ended June 30, 2024:
| |
For the
four-quarter
period ended
June 30,
2024 | |
| |
Unaudited | |
| |
€ in thousands | |
Loss for the period | |
| (7,285 | ) |
Financing expenses, net | |
| 7,656 | |
Taxes on income | |
| (1,208 | ) |
Depreciation and amortization expenses | |
| 16,417 | |
Share-based payments | |
| 120 | |
Adjustment to revenues of the Talmei Yosef PV Plant due to calculation based on the fixed asset model | |
| 1,871 | |
Adjustment to data relating to projects with a Commercial Operation Date during the four preceding quarters10 | |
| 1,081 | |
Adjusted EBITDA as defined the Series E Deed of Trust | |
| 18,652 | |
In connection
with the undertaking included in Section 3.17.2 of Annex 6 of the Series E Deed of Trust, no circumstances occurred during the reporting
period under which the rights to loans provided to Ellomay Luzon Energy Infrastructures Ltd. (formerly U. Dori Energy Infrastructures
Ltd. (“Ellomay Luzon Energy”)), which were pledged to the holders of the Company’s Series E Debentures, will become
subordinate to the amounts owed by Ellomay Luzon Energy to Israel Discount Bank Ltd.
As of June
30, 2024, the value of the assets pledged to the holders of the Series E Debentures in the Company’s books (unaudited) is approximately
€33.5 million (approximately NIS 134.8 million based on the exchange rate as of such date).
| 9 | The term “Adjusted
EBITDA” is defined in the Series E Deed of Trust as earnings before financial expenses, net, taxes, depreciation and amortization,
where the revenues from the Company’s operations, such as the Talmei Yosef PV Plant, are calculated based on the fixed asset model
and not based on the financial asset model (IFRIC 12), and before share-based payments, when the data of assets or projects whose Commercial
Operation Date (as such term is defined in the Series E Deed of Trust) occurred in the four quarters that preceded the relevant date
will be calculated based on Annual Gross Up (as such term is defined in the Series E Deed of Trust). The Series E Deed of Trust provides
that for purposes of the financial covenant, the Adjusted EBITDA will be calculated based on the four preceding quarters, in the aggregate.
The Adjusted EBITDA is presented in this press release as part of the Company’s undertakings towards the holders of its Series
E Debentures. For a general discussion of the use of non-IFRS measures, such as EBITDA and Adjusted EBITDA see above under “Use
of NON-IFRS Financial Measures.” |
| 10 | The adjustment is based on the results of solar plants in Italy
that were connected to the grid and commenced delivery of electricity to the grid during the six months ended June 30, 2024. As these
solar plants have not reached PAC (Preliminary Acceptance Certificate) as of June 30, 2024, the Company recorded revenues and did not
have direct expenses in connection with these solar plants. However, for the sake of caution, the Company included the expected fixed
expenses in connection with these solar plants in the calculation of the adjustment. |
Ellomay Capital Ltd. and its Subsidiaries
Information
for the Company’s Debenture Holders (cont’d)
Information
for the Company’s Series F Debenture Holders
The Deed
of Trust governing the Company’s Series F Debentures includes an undertaking by the Company to maintain certain financial covenants,
whereby a breach of such financial covenants for the periods set forth in the Series F Deed of Trust is a cause for immediate repayment.
As of June 30, 2024, the Company was in compliance with the financial covenants set forth in the Series F Deed of Trust as follows: (i)
the Company’s Adjusted Shareholders’ Equity (as defined in the Series F Deed of Trust) was approximately €116.3 million,
(ii) the ratio of the Company’s Net Financial Debt (as set forth above) to the Company’s CAP, Net (defined as the Company’s
Adjusted Shareholders’ Equity plus the Net Financial Debt) was 46.5%, and (iii) the ratio of the Company’s Net Financial Debt
to the Company’s Adjusted EBITDA11 was 5.4.
The
following is a reconciliation between the Company’s loss
and the Adjusted EBITDA (as defined in the Series F Deed of Trust) for the four-quarter period ended June 30, 2024:
| |
For the
four-quarter
period ended
June 30,
2024 | |
| |
Unaudited | |
| |
€ in thousands | |
Loss for the period | |
| (7,285 | ) |
Financing expenses, net | |
| 7,656 | |
Taxes on income | |
| (1,208 | ) |
Depreciation and amortization expenses | |
| 16,417 | |
Share-based payments | |
| 120 | |
Adjustment to revenues of the Talmei Yosef PV Plant due to calculation based on the fixed asset model | |
| 1,871 | |
Adjustment to data relating to projects with a Commercial Operation Date during the four preceding quarters12 | |
| 1,081 | |
Adjusted EBITDA as defined the Series F Deed of Trust | |
| 18,652 | |
| 11 | The term “Adjusted
EBITDA” is defined in the Series F Deed of Trust as earnings before financial expenses, net, taxes, depreciation and amortization,
where the revenues from the Company’s operations, such as the Talmei Yosef PV Plant, are calculated based on the fixed asset model
and not based on the financial asset model (IFRIC 12), and before share-based payments, when the data of assets or projects whose Commercial
Operation Date (as such term is defined in the Series F Deed of Trust) occurred in the four quarters that preceded the relevant date
will be calculated based on Annual Gross Up (as such term is defined in the Series F Deed of Trust). The Series F Deed of Trust provides
that for purposes of the financial covenant, the Adjusted EBITDA will be calculated based on the four preceding quarters, in the aggregate.
The Adjusted EBITDA is presented in this press release as part of the Company’s undertakings towards the holders of its Series
F Debentures. For a general discussion of the use of non-IFRS measures, such as EBITDA and Adjusted EBITDA see above under “Use
of Non-IFRS Financial Measures.” |
| 12 | The adjustment is based on the results of solar plants in Italy
that were connected to the grid and commenced delivery of electricity to the grid during the six months ended June 30, 2024. As these
solar plants have not reached PAC (Preliminary Acceptance Certificate) as of June 30, 2024, the Company recorded revenues and did not
have direct expenses in connection with these solar plants. However, for the sake of caution, the Company included the expected fixed
expenses in connection with these solar plants in the calculation of the adjustment. |
20
Exhibit 99.2
Ellomay Capital Ltd.
and its
Subsidiaries
Unaudited Condensed
Consolidated Interim Financial
Statements
As at June 30, 2024
Ellomay Capital Ltd. and its Subsidiaries
Unaudited
Condensed Consolidated Interim Financial Statements
Contents
Ellomay Capital Ltd. and its Subsidiaries
Unaudited
Condensed Consolidated Interim Statements of Financial Position
| |
| | |
June 30, | | |
December 31, | | |
June 30, | |
| |
| | |
2024 | | |
2023 | | |
2024 | |
| |
| | |
| | |
| | |
Convenience Translation | |
| |
Note | | |
€ in thousands | | |
into US$ in thousands* | |
Assets | |
| | |
| | |
| | |
| |
Current assets: | |
| | |
| | |
| | |
| |
Cash and cash equivalents | |
| | |
| 56,044 | | |
| 51,127 | | |
| 59,938 | |
Short term deposits | |
4 | | |
| 2,487 | | |
| 997 | | |
| 2,660 | |
Restricted cash | |
4 | | |
| 729 | | |
| 810 | | |
| 780 | |
Intangible asset from green certificates | |
| | |
| 214 | | |
| 553 | | |
| 229 | |
Trade and other receivables | |
5 | | |
| 13,540 | | |
| 11,717 | | |
| 14,481 | |
Derivatives asset short-term | |
| | |
| 1,096 | | |
| 275 | | |
| 1,172 | |
Assets of disposal groups classified as held for sale | |
| | |
| - | | |
| 28,297 | | |
| - | |
| |
| | |
| 74,110 | | |
| 93,776 | | |
| 79,260 | |
Non-current assets | |
| | |
| | | |
| | | |
| | |
Investment in equity accounted investee | |
6 | | |
| 33,532 | | |
| 31,772 | | |
| 35,862 | |
Advances on account of investments | |
| | |
| 952 | | |
| 898 | | |
| 1,018 | |
Fixed assets | |
8 | | |
| 443,151 | | |
| 407,982 | | |
| 473,944 | |
Right-of-use asset | |
10 | | |
| 32,594 | | |
| 30,967 | | |
| 34,859 | |
Restricted cash and deposits | |
4 | | |
| 17,340 | | |
| 17,386 | | |
| 18,545 | |
Deferred tax | |
| | |
| 7,480 | | |
| 8,677 | | |
| 8,000 | |
Long term receivables | |
5 | | |
| 11,652 | | |
| 10,446 | | |
| 12,462 | |
Derivatives | |
7 | | |
| 13,971 | | |
| 10,948 | | |
| 14,942 | |
| |
| | |
| 560,672 | | |
| 519,076 | | |
| 599,632 | |
Total assets | |
| | |
| 634,782 | | |
| 612,852 | | |
| 678,892 | |
Liabilities and Equity | |
| | |
| | | |
| | | |
| | |
Current liabilities | |
| | |
| | | |
| | | |
| | |
Current maturities of long-term bank loans | |
| | |
| 10,253 | | |
| 9,784 | | |
| 10,965 | |
Current maturities of long-term loans | |
| | |
| 5,000 | | |
| 5,000 | | |
| 5,347 | |
Current maturities of debentures | |
| | |
| 33,993 | | |
| 35,200 | | |
| 36,355 | |
Trade payables | |
| | |
| 23,657 | | |
| 5,249 | | |
| 25,303 | |
Other payables | |
| | |
| 11,361 | | |
| 10,859 | | |
| 12,150 | |
Current maturities of derivatives | |
7 | | |
| - | | |
| 4,643 | | |
| - | |
Current maturities of lease liabilities | |
| | |
| 757 | | |
| 700 | | |
| 810 | |
Liabilities of disposal groups classified as held for sale | |
| | |
| - | | |
| 17,142 | | |
| - | |
| |
| | |
| 85,021 | | |
| 88,577 | | |
| 90,930 | |
Non-current liabilities | |
| | |
| | | |
| | | |
| | |
Long-term lease liabilities | |
10 | | |
| 25,619 | | |
| 23,680 | | |
| 27,399 | |
Long-term bank loans | |
| | |
| 245,245 | | |
| 237,781 | | |
| 262,286 | |
Other long-term loans | |
| | |
| 29,303 | | |
| 29,373 | | |
| 31,339 | |
Debentures | |
| | |
| 117,392 | | |
| 104,887 | | |
| 125,549 | |
Deferred tax | |
| | |
| 2,587 | | |
| 2,516 | | |
| 2,767 | |
Other long-term liabilities | |
| | |
| 2,113 | | |
| 939 | | |
| 2,260 | |
Derivatives | |
| | |
| 25 | | |
| - | | |
| 27 | |
| |
| | |
| 422,284 | | |
| 399,176 | | |
| 451,627 | |
Total liabilities | |
| | |
| 507,305 | | |
| 487,753 | | |
| 542,557 | |
| |
| | |
| | | |
| | | |
| | |
Equity | |
| | |
| | | |
| | | |
| | |
Share capital | |
| | |
| 25,613 | | |
| 25,613 | | |
| 27,393 | |
Share premium | |
| | |
| 86,220 | | |
| 86,159 | | |
| 92,211 | |
Treasury shares | |
| | |
| (1,736 | ) | |
| (1,736 | ) | |
| (1,857 | ) |
Transaction reserve with non-controlling Interests | |
| | |
| 5,697 | | |
| 5,697 | | |
| 6,093 | |
Reserves | |
| | |
| 7,004 | | |
| 4,299 | | |
| 7,491 | |
Accumulated deficit | |
| | |
| (6,471 | ) | |
| (5,037 | ) | |
| (6,921 | ) |
Total equity attributed to shareholders of the Company | |
| | |
| 116,327 | | |
| 114,995 | | |
| 124,410 | |
Non-Controlling Interest | |
| | |
| 11,150 | | |
| 10,104 | | |
| 11,925 | |
Total equity | |
| | |
| 127,477 | | |
| 125,099 | | |
| 136,335 | |
Total liabilities and equity | |
| | |
| 634,782 | | |
| 612,852 | | |
| 678,892 | |
The accompanying notes are an integral part of
the condensed consolidated interim financial statements.
Ellomay Capital Ltd. and its Subsidiaries
Unaudited
Condensed Consolidated Interim Statements of Profit or Loss and Other Comprehensive Income or Loss
| |
For the six months ended June 30, | | |
For the year ended
December 31, | | |
For the six months ended | |
| |
2024 | | |
**2023 | | |
2023 | | |
June 30, 2024 | |
| |
€ in thousands (except per share amounts) | | |
Convenience Translation into US$* | |
| |
| | |
| | |
| | |
| |
Revenues | |
| 19,456 | | |
| 24,999 | | |
| 48,834 | | |
| 20,808 | |
Operating expenses | |
| (9,523 | ) | |
| (11,845 | ) | |
| (22,861 | ) | |
| (10,185 | ) |
Depreciation and amortization expenses | |
| (8,231 | ) | |
| (7,826 | ) | |
| (16,012 | ) | |
| (8,803 | ) |
Gross profit | |
| 1,702 | | |
| 5,328 | | |
| 9,961 | | |
| 1,820 | |
Project development costs | |
| (2,281 | ) | |
| (2,192 | ) | |
| (4,465 | ) | |
| (2,439 | ) |
General and administrative expenses | |
| (3,034 | ) | |
| (2,816 | ) | |
| (5,283 | ) | |
| (3,245 | ) |
Share of profits of equity accounted investee | |
| 1,809 | | |
| 1,541 | | |
| 4,320 | | |
| 1,935 | |
Operating profit (loss) | |
| (1,804 | ) | |
| 1,861 | | |
| 4,533 | | |
| (1,929 | ) |
Financing income | |
| 2,424 | | |
| 8,188 | | |
| 8,747 | | |
| 2,592 | |
Financing income (expenses) in connection with derivatives and warrants, net | |
| 2,852 | | |
| (476 | ) | |
| 251 | | |
| 3,050 | |
Financing expenses | |
| (7,886 | ) | |
| (6,223 | ) | |
| (12,555 | ) | |
| (8,435 | ) |
Financing income (expenses), net | |
| (2,610 | ) | |
| 1,489 | | |
| (3,557 | ) | |
| (2,793 | ) |
Profit (loss) before taxes on income | |
| (4,414 | ) | |
| 3,350 | | |
| 976 | | |
| (4,722 | ) |
Tax benefit | |
| 988 | | |
| 1,216 | | |
| 1,436 | | |
| 1,057 | |
Profit (loss) from continuing operations | |
| (3,426 | ) | |
| 4,566 | | |
| 2,412 | | |
| (3,665 | ) |
Profit (loss) from discontinued operations (net of tax) (see Note 6) | |
| 79 | | |
| (3 | ) | |
| (1,787 | ) | |
| 84 | |
Profit (loss) for the period | |
| (3,347 | ) | |
| 4,563 | | |
| 625 | | |
| (3,581 | ) |
Profit (loss) attributable to: | |
| | | |
| | | |
| | | |
| | |
Owners of the Company | |
| (1,434 | ) | |
| 5,476 | | |
| 2,219 | | |
| (1,534 | ) |
Non-controlling interests | |
| (1,913 | ) | |
| (913 | ) | |
| (1,594 | ) | |
| (2,047 | ) |
Profit (loss) for the period | |
| (3,347 | ) | |
| 4,563 | | |
| 625 | | |
| (3,581 | ) |
Other
comprehensive 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 | |
| (433 | ) | |
| (8,253 | ) | |
| (7,949 | ) | |
| (464 | ) |
Foreign currency translation differences for foreign operations that were recognized in profit or loss | |
| 255 | | |
| - | | |
| - | | |
| 273 | |
Effective portion of change in fair value of cash flow hedges | |
| 9,126 | | |
| 44,200 | | |
| 39,431 | | |
| 9,760 | |
Net change in fair value of cash flow hedges transferred to profit or loss | |
| (3,284 | ) | |
| (4,809 | ) | |
| 9,794 | | |
| (3,513 | ) |
Total other comprehensive income | |
| 5,664 | | |
| 31,138 | | |
| 41,276 | | |
| 6,056 | |
Total other comprehensive income attributable to: | |
| | | |
| | | |
| | | |
| | |
Owners of the Company | |
| 2,705 | | |
| 12,055 | | |
| 16,931 | | |
| 2,892 | |
Non-controlling interests | |
| 2,959 | | |
| 19,083 | | |
| 24,345 | | |
| 3,164 | |
Total other comprehensive income | |
| 5,664 | | |
| 31,138 | | |
| 41,276 | | |
| 6,056 | |
Total comprehensive income for the period | |
| 2,317 | | |
| 35,701 | | |
| 41,901 | | |
| 2,475 | |
Total comprehensive income for the period attributable to: | |
| | | |
| | | |
| | | |
| | |
Owners of the Company | |
| 1,271 | | |
| 17,531 | | |
| 19,150 | | |
| 1,358 | |
Non-controlling interests | |
| 1,046 | | |
| 18,170 | | |
| 22,751 | | |
| 1,117 | |
Total comprehensive income for the period | |
| 2,317 | | |
| 35,701 | | |
| 41,901 | | |
| 2,475 | |
| |
| | | |
| | | |
| | | |
| | |
Basic profit (loss) per share | |
| (0.10 | ) | |
| 0.43 | | |
| 0.17 | | |
| (0.11 | ) |
Diluted profit (loss) per share | |
| (0.10 | ) | |
| 0.43 | | |
| 0.17 | | |
| (0.11 | ) |
Basic profit (loss) per share from continuing operations | |
| (0.11 | ) | |
| 0.43 | | |
| 0.31 | | |
| (0.12 | ) |
Diluted profit (loss) per share from continuing operations | |
| (0.11 | ) | |
| 0.43 | | |
| 0.31 | | |
| (0.12 | ) |
Basic profit (loss) per share from discontinued operation | |
| 0.01 | | |
| 0.00 | | |
| (0.14 | ) | |
| 0.01 | |
Diluted profit (loss) per share from discontinued operation | |
| 0.01 | | |
| 0.00 | | |
| (0.14 | ) | |
| 0.01 | |
The accompanying notes are
an integral part of the condensed consolidated interim financial statements.
Ellomay Capital Ltd. and its Subsidiaries
Unaudited
Condensed Consolidated Interim Statements of Changes in Equity
| |
| | |
| | |
Attributable to shareholders of the Company | | |
| | |
| |
| |
Share capital | | |
Share premium | | |
Accumulated deficit | | |
Treasury shares | | |
Translation reserve from foreign operations | | |
Hedging Reserve | | |
Interests Transaction reserve with non-controlling Interests | | |
Total | | |
Non- controlling Interests | | |
Total Equity | |
| |
€ in thousands | |
For the six months ended June 30, 2024: | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Balance as at January 1, 2024 | |
| 25,613 | | |
| 86,159 | | |
| (5,037 | ) | |
| (1,736 | ) | |
| 385 | | |
| 3,914 | | |
| 5,697 | | |
| 114,995 | | |
| 10,104 | | |
| 125,099 | |
Loss for the period | |
| - | | |
| - | | |
| (1,434 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| (1,434 | ) | |
| (1,913 | ) | |
| (3,347 | ) |
Other comprehensive income (loss) for the period | |
| - | | |
| - | | |
| - | | |
| - | | |
| (170 | ) | |
| 2,875 | | |
| - | | |
| 2,705 | | |
| 2,959 | | |
| 5,664 | |
Total comprehensive income (loss) for the period | |
| - | | |
| - | | |
| (1,434 | ) | |
| - | | |
| (170 | ) | |
| 2,875 | | |
| - | | |
| 1,271 | | |
| 1,046 | | |
| 2,317 | |
Transactions with owners of the Company, recognized directly in equity: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Share-based payments | |
| | | |
| 61 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 61 | | |
| | | |
| 61 | |
Balance as at June 30, 2024 | |
| 25,613 | | |
| 86,220 | | |
| (6,471 | ) | |
| (1,736 | ) | |
| 215 | | |
| 6,789 | | |
| 5,697 | | |
| 116,327 | | |
| 11,150 | | |
| 127,477 | |
The accompanying notes are an integral part of
the condensed consolidated interim financial statements.
Ellomay Capital Ltd. and its Subsidiaries
Unaudited
Condensed Consolidated Interim Statements of Changes in Equity (cont’d)
| |
| | |
| | |
Attributable to shareholders of the Company | | |
| | |
| |
| |
Share capital | | |
Share premium | | |
Accumulated deficit | | |
Treasury shares | | |
Translation
reserve from foreign
operations | | |
Hedging Reserve | | |
Interests Transaction reserve with non-controlling Interests | | |
Total | | |
Non- controlling Interests | | |
Total Equity | |
| |
€ in thousands | |
For the six months ended June 30, 2023: | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Balance as at January 1, 2023 | |
| 25,613 | | |
| 86,038 | | |
| (7,256 | ) | |
| (1,736 | ) | |
| 7,970 | | |
| (20,602 | ) | |
| 5,697 | | |
| 95,724 | | |
| (12,647 | ) | |
| 83,077 | |
Profit (loss) for the period | |
| - | | |
| - | | |
| 5,476 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 5,476 | | |
| (913 | ) | |
| 4,563 | |
Other comprehensive income (loss) for the period | |
| - | | |
| - | | |
| - | | |
| - | | |
| (7,882 | ) | |
| 19,937 | | |
| - | | |
| 12,055 | | |
| 19,083 | | |
| 31,138 | |
Total comprehensive income (loss) for the period | |
| - | | |
| - | | |
| 5,476 | | |
| - | | |
| (7,882 | ) | |
| 19,937 | | |
| - | | |
| 17,531 | | |
| 18,170 | | |
| 35,701 | |
Transactions with owners of the Company, recognized directly in equity: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Share-based payments | |
| - | | |
| 62 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 62 | | |
| - | | |
| 62 | |
Balance as at June 30, 2023 | |
| 25,613 | | |
| 86,100 | | |
| (1,780 | ) | |
| (1,736 | ) | |
| 88 | | |
| (665 | ) | |
| 5,697 | | |
| 113,317 | | |
| 5,523 | | |
| 118,840 | |
The accompanying notes are an integral part of
the condensed consolidated interim financial statements.
Ellomay Capital Ltd. and its Subsidiaries
Unaudited
Condensed Consolidated Interim Statements of Changes in Equity (cont’d)
| |
| | |
| | |
Attributable to shareholders of the Company | | |
| | |
| |
| |
Share capital | | |
Share premium | | |
Accumulated deficit | | |
Treasury shares | | |
Translation
reserve from foreign operations | | |
Hedging Reserve | | |
Interests
Transaction reserve with non-controlling Interests | | |
Total | | |
Non-
controlling Interests | | |
Total Equity | |
| |
€ in thousands | |
For the year ended December 31, 2023: | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Balance as at January 1, 2023 | |
| 25,613 | | |
| 86,038 | | |
| (7,256 | ) | |
| (1,736 | ) | |
| 7,970 | | |
| (20,602 | ) | |
| 5,697 | | |
| 95,724 | | |
| (12,647 | ) | |
| 83,077 | |
Profit (loss) for the year | |
| - | | |
| - | | |
| 2,219 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 2,219 | | |
| (1,594 | ) | |
| 625 | |
Other comprehensive income (loss) for the year | |
| - | | |
| - | | |
| - | | |
| - | | |
| (7,585 | ) | |
| 24,516 | | |
| - | | |
| 16,931 | | |
| 24,345 | | |
| 41,276 | |
Total comprehensive income (loss) for the year | |
| - | | |
| - | | |
| 2,219 | | |
| - | | |
| (7,585 | ) | |
| 24,516 | | |
| - | | |
| 19,150 | | |
| 22,751 | | |
| 41,901 | |
Transactions with owners of the Company, recognized directly in equity: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Share-based payments | |
| - | | |
| 121 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 121 | | |
| - | | |
| 121 | |
Balance as at December 31, 2023 | |
| 25,613 | | |
| 86,159 | | |
| (5,037 | ) | |
| (1,736 | ) | |
| 385 | | |
| 3,914 | | |
| 5,697 | | |
| 114,995 | | |
| 10,104 | | |
| 125,099 | |
The accompanying notes are an integral part of
the condensed consolidated interim financial statements.
Ellomay Capital Ltd. and its Subsidiaries
Unaudited
Condensed Consolidated Interim Statements of Changes in Equity (cont’d)
| |
| | |
| | |
Attributable to shareholders of the Company | | |
| | |
| |
| |
Share capital | | |
Share premium | | |
Accumulated deficit | | |
Treasury
shares | | |
Translation reserve from foreign operations | | |
Hedging Reserve | | |
Interests Transaction reserve with non-controlling Interests | | |
Total | | |
Non- controlling Interests | | |
Total Equity | |
| |
Convenience translation into US$* | |
For the six months ended June 30, 2024: | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Balance as at January 1, 2024 | |
| 27,393 | | |
| 92,146 | | |
| (5,387 | ) | |
| (1,857 | ) | |
| 413 | | |
| 4,186 | | |
| 6,093 | | |
| 122,987 | | |
| 10,808 | | |
| 133,795 | |
Loss for the period | |
| - | | |
| - | | |
| (1,534 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| (1,534 | ) | |
| (2,047 | ) | |
| (3,581 | ) |
Other comprehensive income (loss) for the period | |
| - | | |
| - | | |
| - | | |
| - | | |
| (182 | ) | |
| 3,074 | | |
| - | | |
| 2,892 | | |
| 3,164 | | |
| 6,056 | |
Total comprehensive income (loss) for the period | |
| - | | |
| - | | |
| (1,534 | ) | |
| - | | |
| (182 | ) | |
| 3,074 | | |
| - | | |
| 1,358 | | |
| 1,117 | | |
| 2,475 | |
Transactions with owners of the Company, recognized directly in equity: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Share-based payments | |
| - | | |
| 65 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 65 | | |
| - | | |
| 65 | |
Balance as at June 30, 2024 | |
| 27,393 | | |
| 92,211 | | |
| (6,921 | ) | |
| (1,857 | ) | |
| 231 | | |
| 7,260 | | |
| 6,093 | | |
| 124,410 | | |
| 11,925 | | |
| 136,335 | |
The accompanying notes are an integral part of
the condensed consolidated interim financial statements.
Ellomay Capital Ltd. and its Subsidiaries
Unaudited
Condensed Consolidated Interim Statements of Cash Flows
| |
For the six months ended June 30, | | |
For
the
year ended December 31, | | |
For the six months ended | |
| |
2024 | | |
2023 | | |
2023 | | |
June 30, 2024 | |
| |
€ in thousands | | |
Convenience Translation into US$* | |
| |
| | |
| | |
| | |
| |
Cash flows from operating activities | |
| | |
| | |
| | |
| |
Profit (loss) for the period | |
| (3,347 | ) | |
| 4,563 | | |
| 625 | | |
| (3,581 | ) |
Adjustments for: | |
| | | |
| | | |
| | | |
| | |
Financing expenses (income), net | |
| 2,206 | | |
| (1,556 | ) | |
| 3,034 | | |
| 2,361 | |
Profit from settlement of derivatives contract | |
| 199 | | |
| - | | |
| - | | |
| 213 | |
Impairment losses on assets of disposal groups classified as held-for-sale | |
| 405 | | |
| - | | |
| 2,565 | | |
| 433 | |
Depreciation and amortization | |
| 8,279 | | |
| 8,064 | | |
| 16,473 | | |
| 8,854 | |
Share-based payment transactions | |
| 61 | | |
| 62 | | |
| 121 | | |
| 65 | |
Share of profits of equity accounted investees | |
| (1,809 | ) | |
| (1,541 | ) | |
| (4,320 | ) | |
| (1,935 | ) |
Change in trade receivables and other receivables | |
| (3,214 | ) | |
| 558 | | |
| (302 | ) | |
| (3,437 | ) |
Change in other assets | |
| 5 | | |
| (155 | ) | |
| (681 | ) | |
| 5 | |
Change in receivables from concessions project | |
| 793 | | |
| 836 | | |
| 1,778 | | |
| 848 | |
Change in trade payables | |
| (633 | ) | |
| (1,409 | ) | |
| (45 | ) | |
| (677 | ) |
Change in other payables | |
| 1,759 | | |
| 383 | | |
| (2,235 | ) | |
| 1,881 | |
Tax benefit | |
| (993 | ) | |
| (1,203 | ) | |
| (1,852 | ) | |
| (1,062 | ) |
Income taxes refund (paid) | |
| 479 | | |
| (20 | ) | |
| (912 | ) | |
| 512 | |
Repayment of interest on loan from an equity accounted investee | |
| - | | |
| - | | |
| 1,501 | | |
| - | |
Interest received | |
| 1,706 | | |
| 1,353 | | |
| 2,936 | | |
| 1,825 | |
Interest paid | |
| (5,428 | ) | |
| (4,664 | ) | |
| (10,082 | ) | |
| (5,805 | ) |
Net cash provided by operating activities | |
| 468 | | |
| 5,271 | | |
| 8,604 | | |
| 500 | |
Cash flows from investing activities | |
| | | |
| | | |
| | | |
| | |
Acquisition of fixed assets | |
| (19,593 | ) | |
| **(26,225) | | |
| (58,848 | ) | |
| (20,954 | ) |
Interest paid capitalized to fixed assets | |
| (1,121 | ) | |
| **(1,243) | | |
| (2,283 | ) | |
| (1,199 | ) |
Proceeds from sale of investments | |
| 9,267 | | |
| - | | |
| - | | |
| 9,911 | |
Repayment of loan by an equity accounted investee | |
| - | | |
| - | | |
| 1,324 | | |
| - | |
Loan to an equity accounted investee | |
| - | | |
| (68 | ) | |
| (128 | ) | |
| - | |
Advances on account of investments | |
| (54 | ) | |
| (777 | ) | |
| (421 | ) | |
| (58 | ) |
Proceeds from advances on account of investments in process | |
| - | | |
| - | | |
| 2,218 | | |
| - | |
Proceeds from sales of marketable securities | |
| - | | |
| 2,837 | | |
| 2,837 | | |
| - | |
Proceeds in settlement of derivatives, net | |
| 159 | | |
| - | | |
| - | | |
| 170 | |
Proceeds from in restricted cash, net | |
| 119 | | |
| 893 | | |
| 840 | | |
| 127 | |
Investment in short term deposit | |
| (1,483 | ) | |
| (1,257 | ) | |
| (1,092 | ) | |
| (1,586 | ) |
Net cash used in investing activities | |
| (12,706 | ) | |
| (25,840 | ) | |
| (55,553 | ) | |
| (13,589 | ) |
Cash flows from financing activities | |
| | | |
| | | |
| | | |
| | |
Issuance of warrants | |
| 3,735 | | |
| - | | |
| - | | |
| 3,995 | |
Cost associated with long term loans | |
| (1,466 | ) | |
| (706 | ) | |
| (1,877 | ) | |
| (1,568 | ) |
Payment of principal of lease liabilities | |
| (486 | ) | |
| (777 | ) | |
| (1,156 | ) | |
| (520 | ) |
Proceeds from long term loans | |
| 10,478 | | |
| 21,499 | | |
| 32,157 | | |
| 11,206 | |
Repayment of long-term loans | |
| (6,667 | ) | |
| (6,602 | ) | |
| (12,736 | ) | |
| (7,130 | ) |
Repayment of Debentures | |
| (35,845 | ) | |
| (17,763 | ) | |
| (17,763 | ) | |
| (38,336 | ) |
Proceeds from issuance of Debentures, net | |
| 45,790 | | |
| 55,808 | | |
| 55,808 | | |
| 48,972 | |
Net cash provided by financing activities | |
| 15,539 | | |
| 51,459 | | |
| 54,433 | | |
| 16,619 | |
| |
| | | |
| | | |
| | | |
| | |
Effect of exchange rate fluctuations on cash and cash equivalents | |
| 1,188 | | |
| (3,478 | ) | |
| (2,387 | ) | |
| 1,270 | |
Increase in cash and cash equivalents | |
| 4,489 | | |
| 27,412 | | |
| 5,097 | | |
| 4,800 | |
Cash and cash equivalents at the beginning of the period | |
| 51,127 | | |
| 46,458 | | |
| 46,458 | | |
| 54,680 | |
Cash from disposal groups classified as held-for-sale | |
| 428 | | |
| (36 | ) | |
| (428 | ) | |
| 458 | |
Cash and cash equivalents at the end of the period | |
| 56,044 | | |
| 73,834 | | |
| 51,127 | | |
| 59,938 | |
The accompanying notes are an integral part of
the condensed consolidated interim financial statements.
Ellomay Capital Ltd. and its Subsidiaries
Notes to
the Unaudited Condensed Consolidated Interim Financial Statements
Note 1 - General
Ellomay Capital Ltd. (hereinafter - the “Company”), is an Israeli
Company involved in the initiation, development, construction and production of renewable and clean energy projects in Europe, USA and
Israel. As of June 30, 2024, the Company indirectly owns (i) approximately 335.9 megawatts (“MW”) of solar power plants
in Spain (including a 300 MW solar power plant in owned by Talasol, which is 51% owned by the Company) and approximately 20 MW of solar
power plants in Italy connected to their respective national grids, (ii) a solar project under construction in Italy with a capacity of
18 MW and solar projects under advanced development in Italy with an aggregate capacity of 195 MW that reached ready to build (“RTB”)
status, (iii) 9.375% of Dorad Energy Ltd. (hereinafter - “Dorad”), (iv) 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 Normal Cubic Meter (“Nm3”) per year, respectively, (v) 83.333%
of Ellomay Pumped Storage (2014) Ltd., which is constructing a 156 MW pumped storage hydro power plant in the Manara Cliff, Israel (hereinafter
– the “Manara PSP”) and (vi) solar projects under construction in the Dallas Metropolitan
area, Texas with an aggregate capacity of approximately 48.5 MW (Fairfield, Malakoff, Mexia and Talco projects).
The Company also develops additional
solar projects in Italy, US, Spain, and Israel.
The ordinary shares of the Company are
listed on the NYSE American and on the Tel Aviv Stock Exchange (under the symbol “ELLO”). The address of the Company’s
registered office is 18 Rothschild Blvd., Tel Aviv, Israel.
Material events in the reporting
period
Issuance of the Company’s
Series F Debentures and Series 2 Warrants in January and of Additional Series F Debentures in April 2024
On January 16, 2024, the Company issued
in an Israeli public offering units consisting of an aggregate principal amount of NIS 170 million of its newly issued Series F Debentures,
due March 31, 2030, and the Series 2 Warrants to purchase an aggregate of 1,020,000 ordinary shares at a price per share of NIS 80 (subject
to customary adjustments), which expire on January 5, 2028. The net proceeds of the offering, net of related expenses such as consultancy
fee and commissions, were approximately NIS 165 million (approximately €40 million as of the issuance date). In the event all of
the Series 2 Warrants are exercised prior to their expiration date, we will receive additional gross proceeds of NIS 81.6 million.
On April 17, 2024, the Company issued
an additional NIS 40 million par value of the Series F Debentures in a private placement to Israeli classified investors for an aggregate
gross consideration of approximately NIS 37.8 million (approximately €9.4 million as of the issuance date), reflecting a price of
NIS 0.946 per NIS 1 principal amount of the Series F Debentures. Following completion of this private placement, the aggregate outstanding
par value of the Company’s Series F Debentures was NIS 210 million.
The Series F Debentures are not secured
by any collateral. The Series F Debentures and the Series 2 Warrants are traded on the TASE.
The principal amount of Series F Debentures
is repayable in four non-equal installments on March 31 in each of the years 2027 to 2030 (inclusive) as follows: in each of the principal
payments in the years 2027 and 2028 a rate of 30% of the principal will be paid, in the principal payment in the year 2029 a rate of 25%
of the principal will be paid and in the principal payment in the year 2030 a rate of 15% of the principal will be paid. The Series F
Debentures bear a fixed interest at the rate of 5.5% per year (that is not linked to the Israeli CPI or otherwise), payable semi-annually
on March 31 and September 30, commencing March 31, 2024 through March 31, 2030 (inclusive).
Ellomay Capital Ltd. and its Subsidiaries
Notes to
the Unaudited Condensed Consolidated Interim Financial Statements
Note 1 - General (cont’d)
Issuance of the Company’s
Series F Debentures and Series 2 Warrants in January and of Additional Series F Debentures in April 2024 (cont’d)
The Series F Deed of Trust includes
customary provisions, including (i) a negative pledge such that we may not place a floating charge on all of our assets, subject to certain
exceptions and (ii) an obligation to pay additional interest for failure to maintain certain financial covenants, with an increase of
0.25% in the annual interest rate for the period in which we do not meet each standard and up to an increase of 0.75% in the annual interest
rate. The Series F Deed of Trust does not restrict our ability to issue any new series of debt instruments, other than in certain specific
circumstances, and enables us to expand the Series F Debentures provided that: (i) we are not in default of any of the immediate repayment
provisions included in the Series F Deed of Trust or in breach of any of our material obligations to the holders of the Series F Debentures
pursuant to the terms of the Series F Deed of Trust, (ii) the expansion will not harm our compliance with the financial covenants for
purposes of the immediate repayment provision included in the Series F Deed of Trust and (iii) to the extent the Series F Debentures are
rated at the time of the expansion, the expansion will not harm the rating of the existing Series F Debentures.
The Series F Deed of Trust includes
a number of customary causes for immediate repayment, including a default with certain financial covenants for the applicable period,
and as noted above a mechanism for the update of the annual interest rate in the event we do not meet certain financial covenants. The
financial covenants are as follows:
| a. | Our Series F Adjusted Balance Sheet Equity (as such term is defined in the Series F Deed of Trust, which,
among other exclusions, excludes changes in the fair value of hedging transactions of electricity prices, such as the PPA executed in
connection with the Talasol solar plant, and interest rates), on a consolidated basis, shall not be less than €77 million for two
consecutive quarters for purposes of the immediate repayment provision and shall not be less than €82 for purposes of the update
of the annual interest provision; |
| b. | The ratio of (a) the short-term and long-term debt from banks, in addition to the debt to holders of debentures
issued by us and any other interest-bearing financial obligations provided by entities who are in the business of lending money (excluding
financing of projects and other exclusions as set forth in the Series F Deed of Trust), net of cash and cash equivalents, short-term investments,
deposits, financial funds and negotiable securities, to the extent that these are not restricted (with the exception of a restriction
for the purpose of securing any financial debt according to this definition) (together - the “Series F Net Financial Debt”),
to (b) our Adjusted Balance Sheet Equity, on a consolidated basis, plus the Series F Net Financial Debt (hereinafter - the “Series
F CAP, Net”), to which we refer herein as the Series F Ratio of Net Financial Debt to Series F CAP, Net, shall not exceed the rate
of 65% for three consecutive quarters for purposes of the immediate repayment provision and shall not exceed a rate of 60% for purposes
of the update of the annual interest provision; and |
| c. | The ratio of (a) our Series F Net Financial Debt, to (b) our earnings before financial expenses, net,
taxes, depreciation and amortization, where the revenues from our operations, such as the Talmei Yosef solar plant, are calculated based
on the fixed asset model and not based on the financial asset model (IFRIC 12), and before share-based payments, when the data of assets
or projects whose Commercial Operation Date occurred in the four quarters that preceded the test date will be calculated based on Annual
Gross Up (as such terms are defined in the Series F Deed of Trust), based on the aggregate four preceding quarters (hereinafter - the
“Series F Adjusted EBITDA”), to which we refer to herein as the Series F Ratio of Net Financial Debt to Series F Adjusted
EBITDA, shall not be higher than 12 for three consecutive quarters for purposes of the immediate repayment provision and shall not be
higher than 11 for purposes of the update of the annual interest provision. |
Ellomay Capital Ltd. and its Subsidiaries
Notes to
the Unaudited Condensed Consolidated Interim Financial Statements
Note 1 - General (cont’d)
Issuance of the Company’s
Series F Debentures and Series 2 Warrants in January and of Additional Series F Debentures in April 2024 (cont’d)
The Series F Deed of Trust further provides
that we may make distributions (as such term is defined in the Companies Law, e.g. dividends), to our shareholders, provided that: (a)
we will not distribute more than 60% of the distributable profit, (b) we will not distribute dividends based on profit due to revaluation
(for the removal of doubt, negative goodwill will not be considered a revaluation profit), (c) we are in compliance with all of our material
undertakings to the holders of the Series F Debentures, (d) on the date of distribution and after the distribution no cause for immediate
repayment exists and (e) we will not make a distribution for as long as a “warning sign” (as such term is defined in the Israeli
Securities Regulations) exists. We are also required to maintain the following financial ratios (which are calculated based on the same
definitions applicable to the financial covenants set forth above) after the distribution: (i) Series F Adjusted Balance Sheet Equity
not lower than €94 million, (ii) Series F Ratio of Net Financial Debt to Series F CAP, Net not to exceed 58%, and (iii) Series F
Ratio of Net Financial Debt to Series F Adjusted EBITDA, shall not be higher than 9, and not to make distributions if we do not meet all
of our material obligations to the holders of the Series F Debentures and if on the date of distribution and after the distribution a
cause for immediate repayment exists.
As of June 30, 2024, the financial covenants
were met.
Note 2 - Basis of Preparation and Significant
Accounting Policies
The accounting policies applied by the
Company in these condensed consolidated unaudited interim financial statements are the same as those applied by the Company in its annual
financial statements for 2023.
A. Statement
of compliance
These condensed consolidated interim
financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting and do not include all of the information
required for full annual financial statements. They should be read in conjunction with the Company’s financial statements as at
and for the year ended December 31, 2023 (hereinafter – “the annual financial statements”).
These condensed consolidated interim
financial statements were authorized for issue on September 30, 2024.
B. Use
of estimates and judgments
The preparation of financial statements
in conformity with IFRS requires management to exercise judgment when making assessments, estimates and assumptions that affect the application
of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
The significant judgments made by management
in applying the Company’s accounting policies and the principal assumptions used in the estimation of uncertainty were the same
as those that applied to the annual financial statements.
Ellomay Capital Ltd. and its Subsidiaries
Notes to
the Unaudited Condensed Consolidated Interim Financial Statements
Note
2 - Basis of Preparation and Significant Accounting Policies (cont’d)
C. Initial
application of new standards, amendments to standards and interpretations
Amendment to IAS 1, Presentation
of Financial Statements: Classification of Liabilities as Current or Non-Current (hereinafter - the “Amendment”) and subsequent
amendment: Non-Current Liabilities with Covenants (hereinafter - the “Subsequent Amendment”)
The Amendment, together with the Subsequent
Amendment to IAS 1 (see hereunder) replaces certain requirements for classifying liabilities as current or non-current.
According to the Amendment, a liability
will be classified as non-current when the entity has the right to defer settlement for at least 12 months after the reporting period,
and it “has substance” and is in existence at the end of the reporting period. According to the Subsequent Amendment, as published
in October 2022, covenants with which the entity must comply after the reporting date, do not affect classification of the liability as
current or non-current. Additionally, the Subsequent Amendment adds disclosure requirements for liabilities subject to covenants within
12 months after the reporting date, such as disclosure regarding the nature of the covenants, the date they need to be complied with and
facts and circumstances that indicate the entity may have difficulty complying with the covenants. Furthermore, the Amendment clarifies
that the conversion option of a liability will affect its classification as current or non-current, other than when the conversion option
is recognized as equity.
The Amendment and Subsequent Amendment
are effective for reporting periods beginning on or after January 1, 2024. The Amendment and Subsequent Amendment are applicable retrospectively,
including an amendment to comparative data. Application of the Amendment did not have a material effect on the financial statements.
D. New
standards, amendments to standards and interpretations not yet adopted
IFRS 18, Presentation and Disclosure
in Financial Statements
This standard replaces IAS 1, Presentation
of Financial Statements. The purpose of the standard is to provide improved structure and content to the financial statements, particularly
the income statement.
The standard includes new disclosure
and presentation requirements that were taken from IAS 1, Presentation of Financial Statements, with small changes. As part of the new
disclosure requirements, companies will be required to present two subtotals in the income statement: operating profit and profit before
financing and taxes. Furthermore, for most companies, the results in the income statements will be classified into three categories: operating
profit, profit from investments and profit from financing.
In addition to the changes in the structure
of the income statements, the standard also includes a requirement to provide separate disclosure in the financial statements regarding
the use of management-defined performance measures (non-GAAP measures). Furthermore, the standard adds specific guidance for aggregation
and disaggregation of items in the financial statements and in the notes. The standard will encourage companies to avoid classifying items
as ‘other’ (for example, other expenses), and using this classification will lead to additional disclosure requirements. This
standard is effective for reporting periods beginning on or after January 1, 2027 and is applicable retrospectively, with early adoption
permitted. The Company is examining the effects of the standard on its financial statements with no plans for early adoption.
Note 3 - Seasonality
Solar power production has a seasonal
cycle due to its dependency on the direct and indirect sunlight and the effect the amount of sunlight has on the output of energy produced.
Thus, low radiation levels during the winter months decrease power production.
Ellomay Capital Ltd. and its Subsidiaries
Notes to
the Unaudited Condensed Consolidated Interim Financial Statements
Note 4 - Restricted Cash and Deposits
| |
June 30, | | |
December 31, | |
| |
2024 | | |
2023 | |
| |
€ in thousands | |
| |
| | |
| |
Short-term restricted cash | |
| 729 | | |
| 810 | |
| |
| | | |
| | |
Short-term deposits | |
| 2,487 | | |
| 997 | |
| |
| | | |
| | |
Restricted cash and bank deposits, long-term (1) | |
| 17,340 | | |
| 17,386 | |
Note 5 - Trade and Other Receivables
| |
June 30, | | |
December 31, | |
| |
2024 | | |
2023 | |
| |
€ in thousands | |
Current Assets: | |
| | |
| |
Trade and other receivables: | |
| | |
| |
Government authorities | |
| 4,431 | | |
| 4,851 | |
Income receivable | |
| 3,357 | | |
| 1,013 | |
Interest receivable | |
| 194 | | |
| 221 | |
Advance tax payment | |
| 735 | | |
| 1,028 | |
Trade receivable | |
| 706 | | |
| 205 | |
Inventory | |
| 827 | | |
| 1,170 | |
Loan to others | |
| - | | |
| 1,246 | |
Prepaid expenses and other | |
| 3,290 | | |
| 1,983 | |
| |
| 13,540 | | |
| 11,717 | |
Non-current Assets: | |
| | | |
| | |
Long term receivables | |
| | | |
| | |
Prepaid expenses associated with long term loans | |
| 10,480 | | |
| 9,265 | |
Annual rent deposits | |
| 664 | | |
| 656 | |
Loans to others | |
| 508 | | |
| 509 | |
Other | |
| - | | |
| 16 | |
| |
| 11,652 | | |
| 10,446 | |
Ellomay Capital Ltd. and its Subsidiaries
Notes to
the Unaudited Condensed Consolidated Interim Financial Statements
Note 6
- Investee Companies and Other Investments
Information
about investee companies and other investments
A. Ellomay
Luzon Energy (formerly U. Dori Energy Infrastructures Ltd.)-
Since November 2010, the Company indirectly
(through Ellomay Clean Energy LP (“Ellomay Energy LP”)) holds 50% of Ellomay Luzon Energy (formerly U. Dori Energy Infrastructures
Ltd.). Ellomay Luzon Energy holds 18.75% of the share capital of Dorad Energy Ltd. (“Dorad”), which owns an approximate 850
MWp dual-fuel operated power plant in the vicinity of Ashkelon, Israel (the “Dorad Power Plant”). The investment in Ellomay
Luzon Energy is accounted for under the equity method. Dorad holds production and supply licenses, both expiring in May 2034 and commenced
commercial operation in May 2014.
Dorad provided guarantees in favor of
the Israeli Electricity Authority, NOGA - Electricity System Management Ltd. and Israel Natural Gas Lines Ltd. These guarantees were provided
through Dorad’s shareholders at their proportionate holdings, as required by the financing agreements executed by Dorad. As of June
30, 2024, total performance guarantees provided by Dorad amounted to approximately NIS 170,000 thousand (approximately €42,000 thousand).
The Company’s indirect share of guarantees that Dorad provided through its shareholders as of June 30, 2024 was approximately NIS
16,000 thousand (approximately €4,000 thousand).
Dorad and its shareholders are involved
in several legal proceedings as follows:
Petition to Approve a Derivative
Claim filed by Ellomay Luzon Energy and Ran Fridrich and Third Party Notices
In connection with the description of
the petition to approve a derivative claim filed by Ellomay Luzon Energy and Hemi Raphael (replaced by Ran Fridrich) and related third
party notices included in Note 6.A to the annual financial statements, on May 15, 2024, the parties filed answers to the responses to
the appeals on the arbitration ruling. A preliminary hearing was held on June 5, 2024. Following the preliminary hearing and claim raised
at the hearing, including a request to hold a hearing in which the parties will orally present their claims, on June 9, 2024 the arbitrator
ruled that in light of the arbitration agreement and the scope of written arguments submitted by the parties, at this stage the arguments
in the appeal process will not be heard orally. On July 30, 2024, the arbitrator ruled that the date for issuing the ruling on the appeals
will be extended by 120 days from the date the appeal proceeds ended, in addition to the 60-day period for providing the ruling based
on the arbitration agreement.
Based on the advice of legal counsel
of Ellomay Luzon Energy, at this stage it is not possible to estimate the outcome of the appeals.
Petition to Approve a Derivative
Claim filed by Edelcom
In connection with the description of
the petition to approve a derivative claim filed by Edelcom Ltd., one of the shareholders of Dorad (“Edelcom”), included in
Note 6.A to the annual financial statements, as Edelcom did not appeal the arbitrator’s decision with respect to the petition to
approve a derivative claim filed by Edelcom in connection with the entrepreneurship fees, the arbitration award remains unchanged with
respect to this petition and claim.
Potential Expansion of the Dorad
Power Plant (“Dorad 2”)
With reference to Note 6.A to the
annual financial statements under the heading “Potential Expansion of the Dorad Power Plant (“Dorad
2”)”, on May 2, 2024, the legal advisor of the NIC announced that at the April 17, 2024 meeting of the Israeli
government, it was decided to reject NIP 20/B - Hadera Power Station and therefore it is possible to resume and promote the
procedure of issuing the building permits under NIP 11/B (the Israeli National
Infrastructure Plan that governs, among other issues, the expansion of the power plant owned by Doard by approximately 650 MW) at the
at the National Licensing Authority. Dorad was therefore asked by the legal advisor to the NIC to submit a request to delete the petition
it submitted to the Israeli High Court of Justice in connection with the issuance of the building permits, as the petition became redundant
in light of the rejection of NIP 20/B. Considering this development, Dorad submitted a request to the High Court of Justice to delete
the petition without an order for costs. On May 8, 2024, a judgment was issued dismissing the petition without an order for costs.
Ellomay Capital Ltd. and its Subsidiaries
Notes to
the Unaudited Condensed Consolidated Interim Financial Statements
Note 6
- Investee Companies and Other Investments (cont’d)
Information
about investee companies and other investments (cont’d)
A. Ellomay
Luzon Energy Ltd. (formerly U. Dori Energy Infrastructures Ltd.) (cont’d)-
In September 2024, Edelcom Ltd. submitted
a claim against Dorad and the other shareholders of Dorad to the Israeli District Court in Tel Aviv requesting the court to provide the
following declaratory judgements: (1) to declare that based on Dorad’s articles of organization the general meeting of the shareholders
of Dorad is the authorized body for approving any resolution relating to the change in the field of operations of Dorad, including any
planning or construction of a new power plant or the expansion of the capacity of the existing power plant and any budget and preliminary
feasibility tests, including the “Dorad 2” project, (2) to declare that based on the articles of organization of Dorad the
board of directors of Dorad is the authorized body for advancing and managing the construction of a new power plant or the expansion of
the existing power plant, including the “Dorad 2” project, following the approval by Dorad’s shareholders of a resolution
to promote the project or perform preliminary feasibility testing, and of a related budget, (3) to declare that any resolution of the
shareholders or the board of directors of Dorad in the aforementioned subjects will be approved only if all of the shareholders or all
of the directors, as the case may be, voted in favor of the resolution, and (4) to declare that any resolution in connection with the
“Dorad 2” project adopted since 2018 and until a ruling is given in connection with the claim, which was not adopted by the
authorized bodies of Dorad as set forth in the claim, is null and void. In addition, Edelcom requests that the court issue a permanent
injunction instructing Dorad and its other shareholders (the defendants), including anyone on their behalf, not to do any action that
relates to a change in Dorad’s field of operation, including planning and construction of a new power plant or the expansion of
the existing power plant, including in connection with “Dorad 2” and approving budgets for these actions and/or performing
any tests in connection therewith, unless these actions were unanimously approved by the shareholders of Dorad and that the court permit
the plaintiff to bifurcate its requests as financial claims may arise in the future.
B. Manara
Pumped Storage Project –
Impact of War in Israel
Due to the Iron Swords War, which has
also expanded into a security conflict in Israel’s northern region, construction works at the Manara site were halted. During the
period, the planning works, the construction of the equipment off site, including the electro-mechanical equipment, and the arrival of
the equipment in Israel continued as planned. The Israeli Electricity Authority granted a ten-month extension to the regulatory milestones
and the duration of the general license. In August 2024, the Electricity Authority released a hearing expected to grant an additional
six-month extension period (a total sixteen-month extension) to the regulatory milestones and the duration of the general license. As
part of the standards supporting financing, there is protection for the senior debt (principal and interest) and the developer’s
expenses, subject to the approval of the Israeli Electricity Authority on the subject. At this stage the Company cannot quantify the impact
on the timing of the construction of the project. In addition, the Company cannot predict at this stage the duration and scope of the
Iron Swords War or its effect on the Company, please see Note 6B in the annual financial statements.
Ellomay Capital Ltd. and its Subsidiaries
Notes to
the Unaudited Condensed Consolidated Interim Financial Statements
Note 6
- Investee Companies and Other Investments (cont’d)
Information
about investee companies and other investments (cont’d)
C. Development
of Solar Plants in Texas, USA –
During 2023, the Company entered into
a Joint Development Agreement with a project development company experienced in the development of energy projects, site acquisition,
capital markets and commercial management, and commenced development of solar projects in the vicinity of Dallas, Texas. Each of the solar
projects under development is expected to have a capacity of approximately 10-14 MW.
There are currently four projects under
construction with an aggregate capacity of approximately 48.5 MW (Fairfield, Malakoff, Mexia and Talco). Two of the projects (Fairfield
and Malakoff) are expected to be connected to the grid during 2024 and the other two projects (Mexia and Talco) are expected to be connected
to the grid during 2025.
The aggregate cost of development and
construction of these projects is expected to be approximately €63 million, and the projects are expected to be funded partially
through a tax credit sale covering approximately 32% of the expenses. A tax credit sale agreement was executed during September 2024 (see
Note 11).
D. Development of Solar Projects
in Italy –
In connection with the Framework Agreement
executed in December 2019 and further detailed in Note 6.C to the annual financial statements, the construction of the first two solar
plants with an aggregate capacity of approximately 20 MW was completed and the plants were connected to the grid and are currently pending
PAC (preliminary acceptance certificate).
In addition to the aforementioned solar plants
that were connected to the grid, an additional solar plant with an aggregate capacity of approximately 18 MW is in advanced construction
stages and projects with an aggregate capacity of 195 MW reached RTB (“ready to build”) status, of which projects with an
with an aggregate capacity of approximately 20 MW reached RTB (“ready to build”) status following the balance sheet date.
E. Project Finance for the Ellomay
Solar Plant in Spain –
On May 28, 2024, the Company’s
indirectly wholly-owned subsidiary, Ellomay Solar, S.L. (“Ellomay Solar”), which owns a 28 MW solar plant in Talaván,
Cáceres, Spain that was connected to the grid in June 2022, entered into and reached financial closing of a project finance arrangement
(the “Project Finance”) with Bankinter, S.A.
The Project Finance is comprised of
two facilities: (i) a senior term loan for an amount of €10 million (the “Term Loan”); and (ii) a revolving facility
for an amount of €500,000 (the “DSRF”). The Project Finance is for a term of 16 years and is repayable in semi-annual
installments (principal and interest). The Project Finance includes a cash sweep mechanism that is expected to reduce the term of the
Project Finance to approximately 13 years.
The Term Loan and DSRF (to the extent
withdrawn) bear an annual interest of Euribor 6-month plus 2.5%. Ellomay Solar entered into swap agreement with respect to the amount
of the Project Finance until June 30, 2037, replacing the Euribor 6-month rate with a fixed 6-month rate of approximately 3%, resulting
in a fixed annual interest rate of approximately 5.5%.
Ellomay Capital Ltd. and its Subsidiaries
Notes to
the Unaudited Condensed Consolidated Interim Financial Statements
Note 6
- Investee Companies and Other Investments (cont’d)
Information about
investee companies and other investments (cont’d)
E. Project Finance for the Ellomay Solar
PV Plant in Spain (cont’d) –
The Project Finance provides for mandatory
prepayment upon the occurrence of certain customary events and includes various customary collaterals, representations, warranties and
covenants, including covenants to maintain a Debt Service Cover Ratio (“DSCR”) not lower than 1.05:1, and not to make distributions
unless, among other things: (i) the DSCR is at least 1.20:1.0,
(ii) the first instalment of the Project Finance will be repaid on December 31, 2024, and (iii) no amount under the DSRF has been withdrawn
and not fully repaid.
Upon financial closing Ellomay Solar
withdrew the Term Loan and distributed €9.7 million to Ellomay Luxembourg Holdings S.àr.l, the Company’s wholly-owned
subsidiary and Ellomay Solar’s parent company.
F. Discontinued operation and Disposal
Groups Held for Sale –
On December 31, 2023, the Company executed
an agreement to sell its holdings in the Talmei Yosef solar plant (the “Talmei Agreement”), which represent the entire Israel
solar segment, to Greenlight Fund Limited Partnership and Doral Group Renewable Energy Resources Ltd., in equal parts. The consummation
of the Talmei Agreement was subject to several conditions to closing. Following fulfilment of such conditions, the sale was consummated
on June 3, 2024. The net consideration paid at closing was approximately NIS 42.6 million (approximately €10.6 million as at the
closing date). Proceeds from the sale of the Talmei Yosef solar plant, net of approximately €1.3 million cash and cash equivalents
held by Talmei Yosef at closing, amounted to approximately €9.3 million.
In connection with the sale of the Talmei
Yosef PV Plant, the Company presented the results of the Talmei Yosef PV Plant as a discontinued operation. The assets and liabilities
of the Talmei Yosef solar plant were presented as held for sale as at December 31, 2023.
The segment was not a discontinued operation
or classified as held for sale as at June 30, 2023, therefore, the comparative income statement has been restated to show the discontinued
operation separately from continuing operations.
In 2023, an impairment loss of €2,565
thousand on the re-measurement of the disposal group to the lower of its carrying amount and its fair value based on Talmei Agreement,
based on Talmei Agreement, less costs to sell, has been recognized in the Company’s statement of income. An additional loss of €405
thousand was recognized in the Company’s statement of income for the six months ended June 30, 2024.
Assets of disposal groups
classified as held for sale
| |
December 31 | |
| |
2023 | |
| |
€ in thousands | |
Cash and cash equivalents | |
| 428 | |
Short-term deposits | |
| 12 | |
Receivable from concession project | |
| 23,426 | |
Trade and other receivables | |
| 587 | |
Right-of-use asset | |
| 1,204 | |
Intangible asset | |
| 917 | |
Restricted cash and deposits | |
| 1,694 | |
Long term receivables | |
| 29 | |
Total | |
| 28,297 | |
Ellomay Capital Ltd. and its Subsidiaries
Notes to
the Unaudited Condensed Consolidated Interim Financial Statements
Note 6
- Investee Companies and Other Investments (cont’d)
Information
about investee companies and other investments (cont’d)
F. Discontinued operation and Disposal
Groups Held for Sale (cont’d) –
Liabilities of disposal
groups classified as held for sale
| |
December 31 | |
| |
2023 | |
| |
€ in thousands | |
Trade payables | |
| 39 | |
Other payables | |
| 18 | |
Lease liability | |
| 1,321 | |
Long-term bank loans including current maturities | |
| 13,047 | |
Deferred tax liabilities | |
| 2,717 | |
| |
| 17,142 | |
Results attributable to
discontinued operation
| |
For the five months ended June 3, 2024 | | |
For the six months ended June 30, 2023 | | |
For the year ended December 31, 2023 | |
| |
€ in thousands, except per share data | |
Results of discontinued operation | |
| | |
| | |
| |
Revenue | |
| 278 | | |
| 459 | | |
| 675 | |
Operating expenses | |
| (142 | ) | |
| (183 | ) | |
| (342 | ) |
Depreciation and amortization expenses | |
| (48 | ) | |
| (236 | ) | |
| (461 | ) |
Gross profit (loss) from operating activities | |
| 88 | | |
| 40 | | |
| (128 | ) |
| |
| | | |
| | | |
| | |
General and administrative expenses | |
| (13 | ) | |
| (97 | ) | |
| (33 | ) |
Operating profit (loss) from operating activities | |
| 75 | | |
| (57 | ) | |
| (161 | ) |
| |
| | | |
| | | |
| | |
Financing income | |
| 934 | | |
| 833 | | |
| 1,792 | |
Financing expenses | |
| (530 | ) | |
| (766 | ) | |
| (1,269 | ) |
Financing income, net | |
| 404 | | |
| 67 | | |
| 523 | |
| |
| | | |
| | | |
| | |
Results from operating activities before taxes on income | |
| 479 | | |
| 10 | | |
| 362 | |
| |
| | | |
| | | |
| | |
Taxes on income | |
| (129 | ) | |
| (13 | ) | |
| (247 | ) |
Results from operating activities, net of taxes on income | |
| 350 | | |
| (3 | ) | |
| 115 | |
Loss on adjustment to fair value | |
| (660 | ) | |
| - | | |
| (2,565 | ) |
Foreign currency translation differences for foreign operations that were recognized in profit or loss | |
| 255 | | |
| - | | |
| - | |
Tax benefit on loss from sale of discontinued operation | |
| 134 | | |
| - | | |
| 663 | |
Profit (loss) for the year | |
| 79 | | |
| (3 | ) | |
| (1,787 | ) |
Earnings per share | |
| | | |
| | | |
| | |
Basic earnings (loss) per share | |
| 0.01 | | |
| 0.00 | | |
| (0.14 | ) |
Diluted earnings (loss) per share | |
| 0.01 | | |
| 0.00 | | |
| (0.14 | ) |
| |
| | | |
| | | |
| | |
Cash flows from discontinued operation | |
| | | |
| | | |
| | |
Net cash from operating activities | |
| 1,211 | | |
| 1,211 | | |
| 2,587 | |
Net cash used in investing activities | |
| (264 | ) | |
| (462 | ) | |
| (462 | ) |
Net cash used in financing activities | |
| (41 | ) | |
| (1,143 | ) | |
| (2,127 | ) |
| |
| | | |
| | | |
| | |
Net cash from (used in) discontinued operation | |
| 906 | | |
| (394 | ) | |
| (2 | ) |
Ellomay Capital Ltd. and its Subsidiaries
Notes to
the Unaudited Condensed Consolidated Interim Financial Statements
Note 7 - Financial Instruments
Fair value
(1) Financial
instruments - the composition of the derivatives
| |
June 30, | | |
December 31, | |
| |
2024 | | |
2023 | |
| |
€ in thousands | |
Derivatives presented under current assets | |
| | |
| |
Swap contracts | |
| 283 | | |
| 275 | |
Forward | |
| 199 | | |
| - | |
Financial power swap | |
| 614 | | |
| - | |
| |
| 1,096 | | |
| 275 | |
Derivatives presented under non-current assets | |
| | | |
| | |
Swap contracts | |
| 813 | | |
| 607 | |
Financial power swap | |
| 13,158 | | |
| 10,341 | |
| |
| 13,971 | | |
| 10,948 | |
Derivatives presented under current liabilities | |
| | | |
| | |
Financial power swap | |
| - | | |
| (4,643 | ) |
| |
| - | | |
| (4,643 | ) |
| |
| | | |
| | |
Derivatives presented under non-current liabilities | |
| | | |
| | |
Swap contracts | |
| (25 | ) | |
| - | |
| |
| (25 | ) | |
| - | |
Ellomay Capital Ltd. and its Subsidiaries
Notes to
the Unaudited Condensed Consolidated Interim Financial Statements
Note 7 - Financial Instruments (cont’d)
Fair value (cont’d)
(2) Financial instruments measured at fair value for disclosure purposes only
The carrying amounts of certain financial
assets and liabilities, including cash and cash equivalents, trade receivables, other receivables, other short-term investments, deposits,
derivatives, bank overdraft, short-term loans and borrowings, trade payables and other payables are the same or proximate to their fair
value.
The fair values of the other financial
assets and liabilities, together with the carrying amounts shown in the statement of financial position, are as follows:
| | June 30, 2024 |
| | | | | Fair value | | | | | |
| | | | | | | | | | | | | | Valuation techniques for | | |
| | Carrying | | | | | | | | | | | | determining | | Inputs used to |
| | amount | | | Level 1 | | | Level 2 | | | Level 3 | | | fair value | | determine fair value |
| | € in thousands | | | | | |
Non-current liabilities: | | | | | | | | | | | | | | | | |
Debentures | | | 151,385 | | | | 145,920 | | | | | | | | - | | | | | Market price |
Loans from banks and others (including current maturities) | | | 289,801 | | | | - | | | | 234,237 | | | | - | | | Discounting future cash flows by the market interest rate on the date of measurement. | | Discount rate of Euribor+ 2%-2.5% with a zero floor, fixed rate for several years 3.1%-6% Linkage to Euribor, 2.75%-4.78% Linkage to Consumer price index in Israel, Floating interest rate based on the Bank of Israel Rate plus a spread of 4.35%, fixed rate of 2.58%-5.5%, Euribor+ 5.27% and 7% Linkage to Consumer price index in Israel. |
| | | 441,186 | | | | 145,920 | | | | 234,237 | | | | - | | | | | |
Ellomay Capital Ltd. and its Subsidiaries
Notes to
the Unaudited Condensed Consolidated Interim Financial Statements
Note 7 - Financial Instruments (cont’d)
Fair value (cont’d)
(2) Financial instruments measured at fair value for disclosure purposes only (cont’d)
| | December 31, 2023 |
| | | | | Fair value | | | | | |
| | Carrying | | | | | | | | | | | | Valuation Techniques for determining | | Inputs used to |
| | amount | | | Level 1 | | | Level 2 | | | Level 3 | | | fair value | | determine fair value |
| | € in thousands | | | | | |
Non- current liabilities: | | | | | | | | | | | | | | | | |
Debentures | | | 140,087 | | | | 134,464 | | | | - | | | | - | | | | | Market price |
Loans from banks and others (including current maturities) | | | 281,938 | | | | - | | | | 231,057 | | | | - | | | Discounting future cash flows by the market interest rate on the date of measurement. | | Discount rate of Euribor+ 2% with a zero floor, fixed rate for several years 3.1%-6% Linkage to Euribor, 2.58%-4.78% Linkage to Consumer price index in Israel, Floating interest rate based on the Bank of Israel Rate plus a spread of 4.35%, fixed rate of 2.58%-5.5%, Euribor+ 5.27% and 7% Linkage to Consumer price index in Israel. |
| | | 422,025 | | | | 134,464 | | | | 231,057 | | | | - | | | | | |
(3) Fair value hierarchy of financial instruments measured at fair value
The table below presents an analysis
of financial instruments measured at fair value on the temporal basis using valuation methodology in accordance with hierarchy fair value
levels. The various levels are defined as follows:
| ● | Level 1: quoted prices (unadjusted) in active markets for
identical instruments. |
| ● | Level 2: inputs other than quoted prices included within Level
1 that are observable, either directly or indirectly. |
| ● | Level 3: inputs that are not based on observable market data
(unobservable inputs). |
| | June 30, 2024 |
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | | | Valuation techniques for |
| | € in thousands | | | determining fair value |
Swap contracts | | | - | | | | 1,071 | | | | - | | | | 1,071 | | | Fair value is measured by discounting the future cash flows, over the period of the contract and using market interest rates appropriate for similar instruments, including the adjustment required for the parties’ credit risks. |
Forward contracts | | | - | | | | 199 | | | | - | | | | 199 | | | Fair value is measured on the basis of discounting the difference between the forward price in the contract and the current forward price for the residual period until redemption using market interest rates appropriate for similar instruments, including the adjustment required for the parties’ credit risks. |
Financial power swap | | | - | | | | - | | | | 13,772 | | | | 13,772 | | | Fair value is measured by discounting the future fixed and assessed cash flows over the period of the contract and using market interest rates appropriate for similar instruments. The value is adjusted for the parties’ credit risks. |
There have been no transfers from one
Level to another Level during the six months ended June 30, 2024.
Ellomay Capital Ltd. and its Subsidiaries
Notes to
the Unaudited Condensed Consolidated Interim Financial Statements
Note 7 - Financial Instruments (cont’d)
Fair value (cont’d)
(3) Fair value hierarchy of financial instruments measured at fair value (cont’d)
| | December 31, 2023 |
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | | | Valuation techniques for |
| | € in thousands | | | determining fair value |
Swap contracts | | | - | | | | 882 | | | | - | | | | 882 | | | Fair value is measured by discounting the future cash flows, over the period of the contract and using market interest rates appropriate for similar instruments, including the adjustment required for the parties’ credit risks. |
Financial power swap | | | - | | | | - | | | | 5,698 | | | | 5,698 | | | Fair value is measured by discounting the future fixed and assessed cash flows over the period of the contract and using market interest rates appropriate for similar instruments. The value is adjusted for the parties’ credit risks. |
(4) Level 3 financial instruments carried at fair value
The table hereunder presents a reconciliation
from the beginning balance to the ending balance of financial instruments carried at fair value in level 3 of the fair value hierarchy:
| |
Financial assets | |
| |
Financial power swap | |
| |
€ in thousands | |
Balance as at December 31, 2023 | |
| 5,698 | |
| |
| | |
Total income recognized in profit or loss | |
| (3,898 | ) |
| |
| | |
Total income recognized in other comprehensive income | |
| 11,972 | |
| |
| | |
Balance as at June 30, 2024 | |
| 13,772 | |
Ellomay Capital Ltd. and its Subsidiaries
Notes to
the Unaudited Condensed Consolidated Interim Financial Statements
Note 8 - Fixed assets
| |
| | |
| | |
| | |
Office | | |
| |
| |
Solar | | |
Pumped | | |
Biogas | | |
furniture and | | |
| |
| |
plants | | |
storage | | |
installations | | |
equipment | | |
Total | |
| |
€ in thousands | |
Cost | |
| | |
| | |
| | |
| | |
| |
Balance as at January 1, 2024 | |
| *288,207 | | |
| *136,139 | | |
| 38,147 | | |
| 234 | | |
| 462,727 | |
Additions | |
| 37,080 | | |
| 5,460 | | |
| 593 | | |
| 18 | | |
| 43,151 | |
Effect of changes in exchange rates | |
| 266 | | |
| (331 | ) | |
| - | | |
| - | | |
| (65 | ) |
Balance as at June 30, 2024 | |
| 325,553 | | |
| 141,268 | | |
| 38,740 | | |
| 252 | | |
| 505,813 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balance as at January 1, 2023 | |
| *268,474 | | |
| *100,059 | | |
| 36,355 | | |
| 225 | | |
| 405,113 | |
Additions | |
| 19,841 | | |
| 42,099 | | |
| 1,792 | | |
| 27 | | |
| 63,759 | |
Transfer to disposal groups held for sale | |
| - | | |
| - | | |
| - | | |
| (18 | ) | |
| (18 | ) |
Effect of changes in exchange rates | |
| (108 | ) | |
| (6,019 | ) | |
| - | | |
| - | | |
| (6,127 | ) |
Balance as at December 31, 2023 | |
| *288,207 | | |
| *136,139 | | |
| 38,147 | | |
| 234 | | |
| 462,727 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Depreciation | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance as at January 1, 2024 | |
| 42,266 | | |
| - | | |
| 12,296 | | |
| 183 | | |
| 54,745 | |
Depreciation for the period | |
| 6,487 | | |
| - | | |
| 1,429 | | |
| 1 | | |
| 7,917 | |
Effect of changes in exchange rates | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Balance as at June 30, 2024 | |
| 48,753 | | |
| - | | |
| 13,725 | | |
| 184 | | |
| 62,662 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balance as at January 1, 2023 | |
| 29,530 | | |
| - | | |
| 9,652 | | |
| 175 | | |
| 39,357 | |
Depreciation for the year | |
| 12,736 | | |
| - | | |
| 2,644 | | |
| 25 | | |
| 15,405 | |
Transfer to disposal groups held for sale | |
| - | | |
| - | | |
| - | | |
| (18 | ) | |
| (18 | ) |
Effect of changes in exchange rates | |
| - | | |
| - | | |
| - | | |
| 1 | | |
| 1 | |
Balance as at December 31, 2023 | |
| 42,266 | | |
| - | | |
| 12,296 | | |
| 183 | | |
| 54,745 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Carrying amounts | |
| | | |
| | | |
| | | |
| | | |
| | |
As at June 30, 2024 | |
| 276,800 | | |
| 141,268 | | |
| 25,015 | | |
| 68 | | |
| 443,151 | |
As at December 31, 2023 | |
| 245,941 | | |
| 136,139 | | |
| 25,851 | | |
| 51 | | |
| 407,982 | |
Acquisition
of fixed assets on credit
As of June 30, 2024, the Company acquired
fixed assets on credit in the amount of €22,077 thousand. The cost of acquisition had not yet been paid at the reporting date.
Ellomay Capital Ltd. and its Subsidiaries
Notes to
the Unaudited Condensed Consolidated Interim Financial Statements
Note 9 - Operating Segments
The basis of segmentation and the measurement
basis for the segment profit or loss are the same as that presented in Note 22 regarding operating segments in the annual financial statements.
Segment assets consist of current assets, fixed assets and intangible assets, as included in reports provided regularly to the chief operating
decision maker.
In the six months ended June 30, 2024,
the Company revised the headlines of its segment results to present the results also by geography. The change in presentation did not
impact the segment results and the segment presentation for prior periods has been conformed to the current period segment presentation.
| |
Italy | | |
Spain | | |
USA | | |
Netherlands | | |
Israel | | |
| | |
| | |
| |
| |
| | |
Subsidized Solar | | |
28
MW | | |
Talasol | | |
| | |
| | |
| | |
Manara Pumped | | |
| | |
Total reportable | | |
| |
|
|
Total |
|
| |
Solar | | |
Plants | | |
Solar | | |
Solar | | |
Solar | | |
Biogas | | |
Dorad | | |
Storage | | |
Solar* | | |
segments | | |
Reconciliations | | |
consolidated | |
| |
For
the six months ended June 30, 2024 | |
| |
€
in thousands | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Revenues | |
| 529 | | |
| 1,423 | | |
| 513 | | |
| 8,973 | | |
| - | | |
| 8,018 | | |
| 29,803 | | |
| - | | |
| 278 | | |
| 49,537 | | |
| (30,081 | ) | |
| 19,456 | |
Operating expenses | |
| - | | |
| (273 | ) | |
| (337 | ) | |
| (2,252 | ) | |
| - | | |
| (6,661 | ) | |
| (22,088 | ) | |
| - | | |
| (142 | ) | |
| (31,753 | ) | |
| 22,230 | | |
| (9,523 | ) |
Depreciation
expenses | |
| (1 | ) | |
| (460 | ) | |
| (587 | ) | |
| (5,741 | ) | |
| - | | |
| (1,442 | ) | |
| (2,716 | ) | |
| - | | |
| (48 | ) | |
| (10,995 | ) | |
| 2,764 | | |
| (8,231 | ) |
Gross
profit (loss) | |
| 528 | | |
| 690 | | |
| (411 | ) | |
| 980 | | |
| - | | |
| (85 | ) | |
| 4,999 | | |
| - | | |
| 88 | | |
| 6,789 | | |
| (5,087 | ) | |
| 1,702 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Adjusted gross profit (loss) | |
| 528 | | |
| 690 | | |
| (411 | ) | |
| 980 | | |
| - | | |
| (85 | ) | |
| 4,999 | | |
| - | | |
| 317
1 | | |
| 7,018 | | |
| (5,316 | ) | |
| 1,702 | |
Project development costs | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (2,281 | ) |
General and administrative
expenses | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (3,034 | ) |
Share
of profits of equity accounted investee | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 1,809 | |
Operating
profit (loss) | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (1,804 | ) |
Financing income | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 2,424 | |
Financing income in connection | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
with derivatives and warrants,
net | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 2,852 | |
Financing
expenses | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (7,886 | ) |
Loss before
taxes on Income | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (4,414 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Segment
assets as at June 30, 2024 | |
| 50,898 | | |
| 12,828 | | |
| 19,345 | | |
| 224,778 | | |
| 38,794 | | |
| 31,411 | | |
| 98,481 | | |
| 176,865 | | |
| - | | |
| 653,400 | | |
| (18,618 | ) | |
| 634,782 | |
Ellomay Capital Ltd. and its Subsidiaries
Notes to
the Unaudited Condensed Consolidated Interim Financial Statements
Note 9 - Operating Segments (cont’d)
| |
Italy | | |
Spain | | |
USA | | |
Netherlands | | |
Israel | | |
| | |
| | |
| |
| |
| | |
Subsidized Solar | | |
28 MW | | |
Talasol | | |
| | |
| | |
| | |
Manara Pumped | | |
| | |
Total reportable | | |
| | |
Total | |
| |
Solar | | |
Plants | | |
Solar | | |
Solar | | |
Solar | | |
Biogas | | |
Dorad | | |
Storage | | |
Solar* | | |
segments | | |
Reconciliations | | |
consolidated | |
| |
For the six months ended June 30, 2023 | |
| |
€ in thousands | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Revenues | |
| - | | |
| 1,463 | | |
| 2,080 | | |
| 12,666 | | |
| - | | |
| 8,790 | | |
| 30,305 | | |
| - | | |
| 459 | | |
| 55,763 | | |
| (30,764 | ) | |
| 24,999 | |
Operating expenses | |
| - | | |
| (264 | ) | |
| (882 | ) | |
| (3,125 | ) | |
| - | | |
| (7,574 | ) | |
| (22,588 | ) | |
| - | | |
| (183 | ) | |
| (34,616 | ) | |
| 22,771 | | |
| (11,845 | ) |
Depreciation expenses | |
| (1 | ) | |
| (458 | ) | |
| (469 | ) | |
| (5,684 | ) | |
| - | | |
| (1,204 | ) | |
| (2,871 | ) | |
| - | | |
| (236 | ) | |
| (10,923 | ) | |
| 3,097 | | |
| (7,826 | ) |
Gross profit (loss) | |
| (1 | ) | |
| 741 | | |
| 729 | | |
| 3,857 | | |
| - | | |
| 12 | | |
| 4,846 | | |
| - | | |
| 40 | | |
| 10,224 | | |
| (4,896 | ) | |
| 5,328 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Adjusted gross profit (loss) | |
| (1 | ) | |
| 741 | | |
| 729 | | |
| 3,857 | | |
| - | | |
| 12 | | |
| 4,846 | | |
| - | | |
| 6781 | | |
| 10,862 | | |
| (5,534 | ) | |
| 5,328 | |
Project development costs | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (2,192 | ) |
General and administrative expenses | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (2,816 | ) |
Share of profits of equity accounted investee | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 1,541 | |
Operating profit | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 1,861 | |
Financing income | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 8,188 | |
Financing income in connection | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
with derivatives and warrants, net | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (476 | ) |
Financing expenses | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (6,699 | ) |
Profit before taxes on Income | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 3,350 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Segment assets as at June 30, 2023 ** | |
| 36,183 | | |
| 13,805 | | |
| 20,675 | | |
| 230,428 | | |
| 1,091 | | |
| 31,910 | | |
| 99,033 | | |
| 157,457 | | |
| 31,635 | | |
| 622,217 | | |
| (17,614 | ) | |
| 604,603 | |
| * | The results of the Talmei Yosef solar plant are presented as
a discontinued operation. |
Ellomay Capital Ltd. and its Subsidiaries
Notes to
the Unaudited Condensed Consolidated Interim Financial Statements
Note 9 - Operating Segments (cont’d)
| |
Italy | | |
Spain | | |
USA | | |
Netherlands | | |
Israel | | |
| | |
| | |
| |
| |
| | |
Subsidized Solar | | |
28
MW | | |
Talasol | | |
| | |
| | |
| | |
Manara Pumped | | |
| | |
Total reportable | | |
| | |
Total | |
| |
Solar | | |
Plants | | |
Solar | | |
Solar | | |
Solar | | |
Biogas | | |
Dorad | | |
Storage | | |
Solar* | | |
segments | | |
Reconciliations | | |
consolidated | |
| |
For
the year ended December 31, 2023 | |
| |
€
in thousands | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Revenues | |
| - | | |
| 2,791 | | |
| 4,051 | | |
| 24,971 | | |
| - | | |
| 17,021 | | |
| 63,973 | | |
| - | | |
| 675 | | |
| 113,482 | | |
| (64,648 | ) | |
| 48,834 | |
Operating
expenses | |
| - | | |
| (517 | ) | |
| (1,825 | ) | |
| (5,786 | ) | |
| - | | |
| (14,733 | ) | |
| (47,322 | ) | |
| - | | |
| (342 | ) | |
| (70,525 | ) | |
| 47,664 | | |
| (22,861 | ) |
Depreciation
expenses | |
| - | | |
| (912 | ) | |
| (946 | ) | |
| (11,459 | ) | |
| - | | |
| (2,670 | ) | |
| (5,689 | ) | |
| - | | |
| (461 | ) | |
| (22,137 | ) | |
| 6,125 | | |
| (16,012 | ) |
Gross
profit (loss) | |
| - | | |
| 1,362 | | |
| 1,280 | | |
| 7,726 | | |
| - | | |
| (382 | ) | |
| 10,962 | | |
| - | | |
| (128 | ) | |
| 20,820 | | |
| (10,859 | ) | |
| 9,961 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Adjusted
gross profit (loss) | |
| - | | |
| 1,362 | | |
| 1,280 | | |
| 7,726 | | |
| - | | |
| (382 | ) | |
| 10,962 | | |
| - | | |
| 1,223 | 1 | |
| 22,171 | | |
| (12,210 | ) | |
| 9,961 | |
Project
development costs | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (4,465 | ) |
General
and administrative expenses | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (5,283 | ) |
Share
of profits of equity accounted investee | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 4,320 | |
Operating
profit | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 4,533 | |
Financing
income | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 8,747 | |
Financing
income in connection | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
with
derivatives and warrants, net | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 251 | |
Financing
expenses | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (12,555 | ) |
Profit
before taxes on Income | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 976 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Segment
assets as at December 31, 2023 ** | |
| 43,071 | | |
| 12,807 | | |
| 19,691 | | |
| 231,142 | | |
| 6,612 | | |
| 31,164 | | |
| 97,339 | | |
| 172,096 | | |
| 28,297 | | |
| 642,219 | | |
| (29,367 | ) | |
| 612,852 | |
| * | The results of the Talmei Yosef solar plant are presented as
a discontinued operation. |
Ellomay Capital Ltd. and its Subsidiaries
Notes to
the Unaudited Condensed Consolidated Interim Financial Statements
Note
10 - Leases
| 1. | Material lease agreements entered into during the period |
Ellomay Solar Italy - Fifteen
leases the land on which it is constructing solar plant in the municipality of Torino,
Verolengo, Piemonte Region, Italy, from a private lessor for a period of 31 years. There
will be a regular annual rent of approximately €73 thousand, not including VAT, and capitalized rents in the total amount of €89
thousand. The annual rent is linked to the Italian CPI. A right-of-use asset in the amount of €1,106 thousand has been recognized
in the statement of financial position in respect of leases of land. A lease liability in the amount of €1,121 thousand has been
recognized in the statement of financial position in respect of such leases of land, out of which an amount of €11 thousand has been
recognized in short-term liabilities.
| |
Netherlands | | |
Italy | | |
Spain | | |
Israel | | |
USA | | |
| |
| |
| | |
| | |
Subsidized Solar Plants | | |
28 MW Solar | | |
| | |
Manara Pumped Storage | | |
| | |
| |
| |
€ in thousands | |
Cost | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Balance as at January 1, 2024 | |
| 20 | | |
| 9,526 | | |
| 977 | | |
| 1,350 | | |
| 7,595 | | |
| 9,425 | | |
| 2,074 | | |
| 30,967 | |
Additions | |
| - | | |
| 1,865 | | |
| 69 | | |
| 83 | | |
| 213 | | |
| 61 | | |
| 24 | | |
| 2,315 | |
Depreciation for the period | |
| (13 | ) | |
| (179 | ) | |
| (45 | ) | |
| (22 | ) | |
| (234 | ) | |
| (215 | ) | |
| (33 | ) | |
| (741 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Effect of changes in exchange rates | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (19 | ) | |
| 72 | | |
| 53 | |
Balance as at June 30, 2024 | |
| 7 | | |
| 11,212 | | |
| 1,001 | | |
| 1,411 | | |
| 7,574 | | |
| 9,252 | | |
| 2,137 | | |
| 32,594 | |
Maturity analysis of the
Company’s lease liabilities
| |
June 30,
2024 | |
| |
€ in thousands | |
Less than one year | |
| 757 | |
One to five years | |
| 3,267 | |
More than five years | |
| 22,352 | |
| |
| | |
Total | |
| 26,376 | |
| |
| | |
Current maturities of lease liability | |
| 757 | |
| |
| | |
Long-term lease liability | |
| 25,619 | |
Ellomay Capital Ltd. and its Subsidiaries
Notes to
the Unaudited Condensed Consolidated Interim Financial Statements
Note
11 - Subsequent events
Private Placement of Additional
Series F Debentures
In August 2024, the Company issued
in a private placement to Israeli classified investors NIS 52,029,136 par value of its unsecured non-convertible Series F Debentures
(the “Additional Series F Debentures”), at a price of NIS 0.961 per NIS 1 principal amount of the Additional Series F Debentures,
for an aggregate gross consideration of approximately NIS 50 million (approximately €12 million as of the issuance date). Following
completion of the private placement, the aggregate outstanding par value of the Company’s Series F Debentures is NIS 262,029,136.
Texas, USA, Solar Portfolio
In August 2024, the Company’s
indirectly wholly-owned subsidiary, Ellomay Texas Solar Projects, LP. (“Ellomay Texas Solar”) entered into a Revolving Loan
Agreement with Israel Discount Bank of New York (“IDB NY”) for the extension of a $10 million line of credit with a term
of up to one year, bearing an interest rate of Prime Rate minus 0.75% (currently 7.75%) with a minimum Prime Rate of 5%.
The Revolving Loan Agreement includes
various customary representations, warranties and covenants that are similar to the covenants included in the deed of trust governing
the Company’s Series F Debentures.
In September 2024, the Company’s
indirectly wholly-owned subsidiary, Ellomay USA, Inc. (“Ellomay USA”) entered into an agreement for the sale and transfer
of Investment Tax Credits (ITCs) linked to its Fairfield (13.4 MW), Malakoff (13.92 MW), Mexia (11.1 MW), and Talco (10.5 MW) solar projects,
all located in the State of Texas, USA. The agreement was executed with a reputable financial intuition, with vast experience in executing
tax credit transactions.
Through this transaction, the Company
expects to receive approximately $19 million from the sale of Investment Tax Credits, representing approximately 32% of the expected total
portfolio costs. The sale is facilitated under the Inflation Reduction Act’s new transferability provisions, allowing Ellomay to
retain 100% of the operating profits from these projects. Funds from the sale of the ITCs generated from a project will be disbursed after
such project is placed in service and meets the applicable requirements. The agreement includes customary indemnification obligations
(for damages not covered by tax insurance policy), including in connection with certain continued eligibility requirements and scope of
the ITCs, for which the Company provided a guarantee to the purchaser of the ITCs.
Spain, Ellomay Solar and Talasol
Facilities
On July 20, 2024, a fire broke out in
the area between the Talasol Solar facility and the Ellomay Solar facility. Currently, most of the damage was repaired and the solar plants
are connected and operating. The solar plants are insured with policies covering loss of profits and direct and indirect damages,
and the insurance providers have been notified of the fire and the damage. The Company currently expects that the insurance policies will
cover substantially all of the losses and damages, subject to deductibles.
F-28
317000
678000
false
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Exhibit 99.3
Operating and Financial Review and Prospects
The following discussion
and analysis is based on and should be read in conjunction with our condensed consolidated interim financial statements for the six month
period ended June 30, 2024 (unaudited) furnished herewith as Exhibit 99.2 and in conjunction with our consolidated financial statements,
including the related notes, and the other financial information included in our annual report on Form 20-F for the year ended December
31, 2023, or the Annual Report, filed with the Securities and Exchange Commission, or SEC, on April 18, 2024. The following discussion
contains forward-looking statements that reflect our current plans, estimates and beliefs and involve risks and uncertainties. Our actual
results may differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences
include those discussed below and in the Annual Report.
All references to “€,”
“euro” or “EUR” are to the legal currency of the European Union, or EU, all references to “NIS” or
“New Israeli Shekel” are to the legal currency of Israel and all references to “$,” “dollar,” “US$,”
“USD” or “U.S. dollar” are to the legal currency of the United States of America. Other than as specifically noted,
all amounts translated into a different currency were translated based on the exchange rate as of June 30, 2024.
IFRS
Our financial statements have
been prepared in accordance with International Financial Reporting Standards, or IFRS, as issued by the IASB, which differ in certain
respects from U.S. Generally Accepted Accounting Principles, or U.S. GAAP.
General
Our ordinary shares are listed
on the NYSE American and on the Tel Aviv Stock Exchange under the symbol ELLO. The address of our registered office is 18 Rothschild Blvd.,
1st Floor, Tel Aviv 6688121, Israel.
We are involved in the initiation, development, construction and production
of renewable and clean energy projects in Europe, USA and Israel. We indirectly own: (i) approximately 335.9 megawatts, or MW, of
solar power plants in Spain (including a 300 MW photovoltaic plant in owned by Talasol Solar S.L., or Talasol, which is 51% owned by us)
and approximately 20 MW of solar power plants in Italy, all connected to their respective national grids, (ii) a solar project under construction
in Italy with a capacity of 18 MW and solar projects under advanced development in Italy with an aggregate capacity of 195 MW that reached
ready to build status, (iii) 9.375% of Dorad Energy Ltd., or Dorad, (iv) 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 Normal Cubic Meter per year, respectively, (v) 83.333% of Ellomay Pumped Storage
(2014) Ltd., which is constructing a 156 MW pumped storage hydro power plant in the Manara Cliff, Israel, or the Manara PSP and (vi) solar
projects under construction in the Dallas Metropolitan area, Texas with an aggregate capacity
of approximately 48.5 MW (Fairfield, Malakoff, Mexia and Talco projects). We also initiate and develop additional solar projects in Italy,
USA, Spain and Israel. For more information, see “Item 4.A: History and Development of Ellomay” and “Item 4.B: Business
Overview” of the Annual Report.
The following table includes
information concerning our revenues per operating facility:
Name | |
Installed/ production Capacity1 | |
Location | |
Type of Plant | |
Connection to Grid | |
Revenue in the six months ended
June 30,
2023
(in thousands)2 | | |
Revenue in the six months ended
June 30,
2024
(in thousands)2 | |
“Rinconada II” | |
2,275 kWp | |
Municipality of Córdoba, Andalusia, Spain | |
Solar – Fixed panels mounting structures | |
July 2010 | |
€ | 441 | | |
€ | 381 | |
“Rodríguez I” | |
1,675 kWp | |
Province of Murcia, Spain | |
Solar – Fixed panels mounting structures | |
November 2011 | |
€ | 308 | | |
€ | 296 | |
“Rodríguez II” | |
2,691 kWp | |
Province of Murcia, Spain | |
Solar – Fixed panels mounting structures | |
November 2011 | |
€ | 509 | | |
€ | 495 | |
“Fuente Librilla” | |
1,248 kWp | |
Province of Murcia, Spain | |
Solar – Fixed panels mounting structures | |
June 2011 | |
€ | 205 | | |
€ | 251 | |
“Talasol”3 | |
300,000 kWp | |
Talaván, Cáceres, Spain | |
Solar – Fixed panels Single axis tracker | |
December 2020 | |
€ | 12,666 | | |
€ | 8,973 | |
“Ellomay Solar” | |
28,000 kWp | |
Talaván, Cáceres, Spain | |
Solar – Fixed panels Single axis tracker | |
June 2022 | |
€ | 2,080 | | |
€ | 513 | |
“Ellomay Solar Italy Two” | |
4,944 kWp | |
Lazio Region, Italy | |
Solar – Fixed panels Single axis tracker | |
February 2024 | |
| -4 | | |
€ | 3134 | |
“Ellomay Solar Italy One” | |
14,782 kWp7 | |
Lazio Region, Italy | |
Solar – Fixed panels Single axis tracker | |
April-May 2024 | |
| -5 | | |
€ | 2165 | |
“Groen Gas Goor” | |
3 million Nm3 per year | |
Goor, the Netherlands | |
Biogas | |
November 2017 | |
€ | 2,366 | | |
€ | 1,938 | |
“Goren Gas Oude-Tonge” | |
3.8 million Nm3 per year | |
Oude-Tonge, the Netherlands | |
Biogas | |
June 2018 | |
€ | 2,624 | | |
€ | 2,069 | |
“Groen Gas Gelderland” | |
7.5 million Nm3 per year6 | |
Gelderland, the Netherlands | |
Biogas | |
April 2017 | |
€ | 3,800 | | |
€ | 4,011 | |
1. | The actual capacity of a photovoltaic plant is generally subject to a degradation of approximately 0.5%
per year, depending on climate conditions and quality of the solar panels. |
2. | These results are not indicative of future results due to various factors, including changes in electricity
market prices, changes in regulation and the climate and the degradation of the solar panels. |
3. | The Talasol solar plant is 51% owned by us. |
4. | As the Ellomay Solar Italy Two solar plant was connected to the Italian national grid during February
2024, no revenues were recorded in connection with this solar plant during the six months ended June 30, 2023 and, during the six months
ended June 30, 2024, no revenues were recorded until connection to the national grid. |
5. | The aggregate capacity of the Ellomay Solar Italy One solar plant is 14.8 MW. The first plot of this plant,
with a capacity of 6.2 MW, of was connected to the Italian national grid at the end of April 2024 and the remaining two plots, with an
aggregate capacity of 8.6 MW, were connected to the Italian national grid during May 2024. Therefore, no revenues were recorded in connection
with this solar plant during the six months ended June 30, 2023 and, during the six months ended June 30, 2024, no revenues were recorded
until connection to the national grid. |
6. | This plant’s permit enables it to produce approximately 7.5 million Nm3 per year, however the actual
production capacity of the plant is approximately 9.5 million Nm3 per year. |
The table does not include information about the Talmei Yosef solar
plant, as in connection with the sale of the Talmei Yosef solar plant, which was consummated on June 3, 2024, we presented the results
of the Talmei Yosef solar plant as a discontinued operation.
Operating Results
Segments
Our reportable segments,
which form our strategic business units, are presented per geographical areas and type of plant as follows:
(i) | Italy: solar power plants (operating, under construction, and under under development
solar power plants); |
(ii) | Spain: 7.9 MW subsidized solar power plants, a 28 MW solar power plant and Talasol, a 300
MW solar power plant 51% owned by us; |
(iii) | USA: solar power plants under development and construction; |
(iv) | the Netherlands: biogas plants; and |
(v) | Israel: 9.375% indirect interest in Dorad, pumped storage hydro power plant under construction
in Manara, Israel and power plants under development. |
For more information see
Note 9 to our condensed consolidated interim financial statements as at June 30, 2024.
Sale of the Talmei Yosef Solar Plant
On December 31, 2023, we
executed an agreement to sell our holdings in the Talmei Yosef solar plant. For more information, see “Item 4.A: History and Development
of Ellomay; Recent Developments” in our Annual Report. The sale was consummated on June 3, 2024.
In connection with the sale
of the Talmei Yosef solar plant, we present the results of the Talmei Yosef solar plant as a discontinued operation and the results for
the six months ended June 30, 2023 and 2022 are adjusted accordingly. The Talmei Yosef solar plant was presented in our financial results
as a financial asset, in accordance with IFRIC 12 under IFRS, and since its acquisition, we recognized relatively high profits through
its ownership. Accordingly, although the consideration expected received for the Talmei Yosef solar plant reflects a market value higher
than the price invested by us in its acquisition, due to the accounting treatment under IFRIC 12, we recognized a loss of approximately
€2.6 million in connection with the sale as at December 31, 2023 and a loss of approximately €0.4 million in connection with
the sale as at June 30, 2024.
Results of Operations
Six Months Ended June 30, 2024 Compared
with Six Months Ended June 30, 2023
The results of operations
included in our condensed financial statements for the six months ended June 30, 2023 do not include, and the results of operations included
in our condensed financial statements for the six months ended June 30, 2024 only partially include, the results of the solar plants in
Italy that were connected to the grid during the six months ended June 30, 2024. Therefore, our past results for these periods are not
indicative of our results in the future.
Revenues
Revenues were approximately
€19.5 million for the six months ended June 30, 2024, compared to approximately €25 million for the six months ended June 30,
2023. This decrease mainly results from the decrease in electricity prices in Spain.
Revenues by Segments
| |
Six months ended June 30, | | |
June 30, 2024 vs. June 30,
2023 Change | |
| |
2024 | | |
2023 | | |
€ | | |
% | |
| |
(€ in thousands) | |
Italy – Solar | |
| 529 | | |
| - | | |
| 529 | | |
| 100 | |
Spain – Subsidized Solar Plants | |
| 1,423 | | |
| 1,463 | | |
| (40 | ) | |
| (3 | ) |
Spain – 28 MW Solar | |
| 513 | | |
| 2,080 | | |
| (1,567 | ) | |
| (75 | ) |
Spain – Talasol Solar | |
| 8,973 | | |
| 12,666 | | |
| (3,693 | ) | |
| (29 | ) |
Netherlands – Biogas | |
| 8,018 | | |
| 8,790 | | |
| (772 | ) | |
| (9 | ) |
Italy – Solar Segment.
Revenues from our Italian solar segment were approximately €0.5 million for the six months ended June 30, 2024, compared to 0 for the six months ended June 30, 2023. The change resulted from the connection to the grid and commencement of revenue recognition
of two solar power plants in Italy.
Spain – Subsidized
Solar Segment. Revenues from our Spanish subsidized solar segment were approximately €1.4 million for the six months ended June
30, 2024, compared to approximately €1.5 for the six months ended June 30, 2023.
Spain – 28 MW Solar
Segment. Revenues from our Spanish 28 MW solar segment were approximately €0.5 million for the six months ended June 30, 2024,
compared to approximately €2.1 for the six months ended June 30, 2023. The decrease mainly results from the decrease in electricity
prices in Spain.
Spain – Talasol Solar
Segment. Revenues from our Spanish Talasol solar segment were approximately €9 million for the six months ended June 30, 2024,
compared to approximately €12.7 for the six months ended June 30, 2023. The decrease mainly results from the decrease in electricity
prices in Spain.
Netherlands – Biogas
Segment. Revenues from our Netherlands biogas segment were approximately €8 million for the six months ended June 30, 2024, compared
to approximately €8.8 million for the six months ended June 30, 2023. The decrease in revenues is mainly due to the sale of the gas
in 2023 in the market at higher prices and not under subsidy, partially offset by increased production.
Operating Expenses and
Depreciation and Amortization Expenses
Operating expenses were approximately
€9.5 million for the six months ended June 30, 2024, compared to approximately €11.8 million for the six months ended June 30,
2023. The decrease in operating expenses mainly results from a decrease in direct taxes on electricity production paid by our Spanish
subsidiaries as a result of reduced electricity prices. The operating expenses of our Spanish subsidiaries for the six months ended June
30, 2023 were impacted by the Spanish RDL 17/2022, which established the reduction of returns on the electricity generating activity of
Spanish production facilities that do not emit greenhouse gases, accomplished through payments of a portion of the revenues by the production
facilities to the Spanish government. Depreciation and amortization expenses were approximately €8.2 million for the six months ended
June 30, 2024, compared to approximately €7.8 million for the six months ended June 30, 2023.
Operating Expenses by
Segments
| |
Six months ended June 30, | | |
June 30, 2024 vs. June 30,
2023 Change | |
| |
2024 | | |
2023 | | |
€ | | |
% | |
| |
(€ in thousands) | |
Italy – Solar | |
| - | | |
| - | | |
| - | | |
| - | |
Spain – Subsidized Solar | |
| 273 | | |
| 264 | | |
| 9 | | |
| 3 | |
Spain – 28 MW Solar | |
| 337 | | |
| 882 | | |
| (545 | ) | |
| (62 | ) |
Spain – Talasol | |
| 2,252 | | |
| 3,125 | | |
| (873 | ) | |
| (28 | ) |
Netherlands – Biogas | |
| 6,661 | | |
| 7,574 | | |
| (913 | ) | |
| (12 | ) |
Italy – Solar Segment.
Two solar power plants in Italy were connected to the Italian electricity grid during the six months ended June 30, 2024 and have
not achieved PAC (preliminary acceptance certificate) as of June 30, 2024. Therefore, we did not have any direct operating expenses in
connection with our Italian solar segment for the six months ended June 30, 2024 and for the six months ended June 30, 2023.
Spain – Subsidized
Solar Segment. Operating expenses in connection with our Spanish subsidized solar segment were approximately €0.3 million for
the six months ended June 30, 2024 and for the six months ended June 30, 2023.
Spain – 28 MW Solar
Segment. Operating expenses in connection with our Spanish 28 MW solar segment were approximately €0.3 million for the six months
ended June 30, 2024, compared to approximately €0.9 for the six months ended June 30, 2023. The decrease resulted from a decrease
in direct taxes on electricity production paid by our Spanish subsidiaries as a result of reduced electricity prices.
Spain – Talasol Segment.
Operating expenses in connection with our Spanish Talasol segment were approximately €2.3 million for the six months ended June
30, 2024, compared to approximately €3.1 million for the six months ended June 30, 2023. The decrease resulted from a decrease in
direct taxes on electricity production paid by our Spanish subsidiaries as a result of reduced electricity prices.
Netherlands – Biogas
Segment. Operating expenses in connection with our Netherlands biogas segment were approximately €6.7 million for the six months
ended June 30, 2024, compared to approximately €7.6 million for the six months ended June 30, 2023. The decrease is mainly attributable
to the decrease in the cost of raw materials.
Project Development Costs
Project development costs
were approximately €2.3 million for the six months ended June 30, 2024, compared to approximately €2.2 million for the six months
ended June 30, 2023.
General and Administrative
Expenses
General and administrative
expenses were approximately €3 million for the six months ended June 30, 2024, compared to approximately €2.8 million for the
six months ended June 30, 2023. The increase in general and administrative expenses is mostly due to higher consultancy expenses.
Share of Profit / Loss
of Equity Accounted Investee
Our share of profit of equity
accounted investee, after elimination of intercompany transactions, was approximately €1.8 million for the six months ended June
30, 2024, compared to approximately €1.5 million in the six months ended June 30, 2023. The increase in share of profits of equity
accounted investee was mainly due to an increase in revenues of Dorad as a result of higher quantities produced, partially offset by an
increase in operating expenses in connection with the increased production.
Financing Income (Expenses),
Net
| |
For the six months ended
June 30 | |
| |
2024 | | |
2023 | |
| |
€ in thousands | |
Profit from settlement of derivatives contract | |
| 159 | | |
| - | |
Interest income | |
| 1,282 | | |
| 1,318 | |
Gain from exchange rate differences, net | |
| 985 | | |
| 6,872 | |
Change in fair value of derivatives, net | |
| 2,852 | | |
| (476 | ) |
Debentures interest and related expenses | |
| (3,562 | ) | |
| (1,840 | ) |
Interest and commissions related to projects finance | |
| (2,830 | ) | |
| (2,932 | ) |
Amortization of capitalized expenses related to projects finance | |
| (123 | ) | |
| (126 | ) |
Interest on minority shareholder loan | |
| (1,088 | ) | |
| (933 | ) |
Bank charges and other commissions | |
| (121 | ) | |
| (221 | ) |
Interest on lease liability | |
| (164 | ) | |
| (173 | ) |
Total financing income (expenses), net | |
| (2,610 | ) | |
| 1,489 | |
Financing expense, net was
approximately €2.6 million for the six months ended June 30, 2024, compared to financing income, net of approximately €1.5 million
for the six months ended June 30, 2023. The increase in financing expenses, net, was mainly attributable to lower income resulting from
exchange rate differences that amounted to approximately €1 million
for the six months ended June 30, 2024, compared to approximately €6.9 million for the six months ended June 30, 2023, an aggregate
change of approximately €5.9 million. The exchange rate differences were mainly recorded in connection with the New Israeli Shekel
(“NIS”) cash and cash equivalents and our NIS denominated debentures and were caused by the 0.2% devaluation of the NIS against
the euro during the six months ended June 30, 2024, compared to a devaluation of 7.1% during the six months ended June 30, 2023. An additional
increase in financing expenses for the six months ended June 30, 2024 was due to increased interest expenses mainly resulting from the
issuance of our Series F Debentures in January and April 2024. These increases in financing expenses were partially offset by an increase
in financing income of approximately €3.3 million in connection with derivatives and warrants in the six months ended June 30, 2024,
compared to the six months ended June 30, 2023.
Tax Benefit
Tax benefit was approximately
€1 million for the six months ended June 30, 2024, compared to approximately €1.2 million for the six months ended June 30,
2023.
Profit / Loss from Continuing
Operations
Loss from continuing operations
was approximately €3.4 million for the six months ended June 30,
2024, compared to a profit from continuing operations of approximately €4.6
million for the six months ended June 30, 2023.
Profit / Loss from Discontinued
Operation
Loss from discontinued operation
(net of tax) was approximately €0.08 million for the six months ended June 30, 2024, compared to a profit from discontinued operation
of approximately €3 thousand for the six months ended June 30, 2023.
Profit / Loss
Loss was approximately €3.3
million for the six months ended June 30, 2024, compared to a profit of approximately €4.6 million for the six months ended June
30, 2023.
Total Other Comprehensive
Income
Total other comprehensive income was approximately €5.7 million
for the six months ended June 30, 2024, compared to approximately €31.1 million for the six months ended June 30, 2023. The change
in total other comprehensive income mainly results from changes in fair value of cash flow hedges, including a material decrease in the
fair value of the liability resulting from the financial power swap that covers approximately 80% of the output of the Talasol solar plant,
or 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 our shareholders’ equity through
a hedging reserve and not through the accumulated deficit/retained earnings. The changes do not impact our consolidated net profit/loss
or our consolidated cash flows.
Total Comprehensive Income
Total comprehensive income
was approximately €2.3 million for the six months ended June 30, 2024, compared to total comprehensive income of approximately €35.7
million for the six months ended June 30, 2023.
Six Months Ended June 30, 2023 Compared
with Six Months Ended June 30, 2022
As noted above, the results
of operations included in our financial statements for the six months ended June 30, 2023, and 2022 have been adjusted to reflect the
sale of the Talmei Yosef solar plant and the presentation of related results as a discontinued operation. In addition, the results of
operations included in our financial statements for the six months ended June 30, 2023 and 2022 do not include the results for the Italian
solar plants connected to the grid during the six months ended June 30, 2024 and the results for the six months ended June 30, 2022 only
partially include the results of the Ellomay Solar plant (since June 24, 2022). Therefore, our results for these periods are not indicative
of our results in the future.
Revenues
Revenues were approximately €25 million for the six months ended
June 30, 2023, compared to approximately €28.6 million for the six months ended June 30, 2022. This decrease mainly results from
the decrease in electricity prices in Spain and from a curtailment of the electricity supply from our facilities 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. We subsequently implemented a solution aimed at minimizing the impact of future similar curtailments.
The decrease in revenues was partially offset by an increase in revenues from our 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 solar plant
in Spain) during June 2022, upon which we commenced recognition of revenues.
Revenues by Segments
| |
Six months ended June 30, | | |
June 30, 2023 vs. June 30,
2022 Change | |
| |
2023 | | |
2022 | | |
€ | | |
% | |
| |
(€ in thousands) | |
Spain – Subsidized Solar | |
| 1,463 | | |
| 2,081 | | |
| (618 | ) | |
| (30 | )% |
Spain – 28 MW Solar | |
| 2,080 | | |
| 327 | | |
| 1,753 | | |
| 536 | % |
Spain – Talasol | |
| 12,666 | | |
| 20,402 | | |
| (7,736 | ) | |
| (38 | )% |
Netherlands – Biogas | |
| 8,790 | | |
| 5,830 | | |
| 2,960 | | |
| 51 | % |
Spain – Subsidized
Solar Segment. Revenues from our Spanish subsidized solar segment were approximately €1.5 million for the six months ended June
30, 2023, compared to approximately €2.1 million for the six months ended June 30, 2022. The decrease mainly resulted from the decrease
in electricity prices in Spain.
Spain – 28 MW Solar
Segment. Revenues from our Spanish 28 MW solar segment were approximately €2.1 million for the six months ended June 30, 2023,
compared to approximately €0.3 for the six months ended June 30, 2022. The Ellomay Solar plant was connected to the Spanish national
grid on June 11, 2022 and therefore no revenues were generated or recognized prior to such date.
Spain – Talasol Solar
Segment. Revenues from our Spanish Talasol solar segment were approximately
€12.7 million for the six months ended June 30, 2023, compared to approximately €20.4 for the six months ended June 30, 2022.
The decrease mainly resulted from the decrease in electricity prices in Spain and from a curtailment of the electricity supply from our
facilities 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.
Netherlands – Biogas
Segment. Revenues from our Netherlands biogas segment were approximately €8.8 million for the six months ended June 30, 2023,
compared to approximately €5.8 million for the six months ended June 30, 2022. The increase in revenues is mainly due to increased
production and an increase in the 2023 gas price.
Operating Expenses and
Depreciation and Amortization Expenses
Operating expenses were approximately €11.8 million for the six
months ended June 30, 2023, compared to approximately €12.9 million for the six months ended June 30, 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 first half of 2023, the payments under RDL 17/2022 were lower
during this period compared to the same period last year. This decrease in operating expenses was partially offset by increased operating
expenses in connection with our biogas operations in the Netherlands caused by the use of higher quality raw materials due to lower availability
of cheaper raw materials, and from the connection to the grid of Ellomay Solar during June 2022, upon which we commenced recognition of
expenses. Depreciation and amortization expenses were approximately €7.8 million for the six months ended June 30, 2023, compared
to approximately €7.7 million for the six months ended June 30, 2022.
Operating Expenses by
Segments
| |
Six months ended June 30, | | |
June 30, 2023 vs. June 30,
2022 Change | |
| |
2023 | | |
2022 | | |
€ | | |
% | |
| |
(€ in thousands) | |
Spain – Subsidized Solar | |
| 264 | | |
| 100 | | |
| 164 | | |
| 164 | % |
Spain – 28 MW Solar | |
| 882 | | |
| 191 | | |
| 691 | | |
| 362 | % |
Spain – Talasol | |
| 3,125 | | |
| 7,088 | | |
| (3,963 | ) | |
| (56 | )% |
Netherlands – Biogas | |
| 7,574 | | |
| 5,539 | | |
| 2,035 | | |
| 37 | % |
Spain – Subsidized
Solar Segment. Operating expenses in connection with our Spanish solar segment were approximately €0.3 million for the six months
ended June 30, 2023, compared to approximately €0.1 million for the six months ended June 30, 2022. The increase mainly resulted
from insurance reimbursement received in 2022.
Spain – 28 MW Solar
Segment. Operating expenses in connection with our Ellomay Solar segment were approximately €0.9 million for the six months ended
June 30, 2023, compared to approximately €0.2 for the six months ended June 30, 2022. The Ellomay Solar plant was connected to the
Spanish national grid on June 11, 2022 and therefore no operating expenses were recognized prior to such date.
Spain – Talasol Segment.
Operating expenses in connection with our Talasol solar segment were approximately €3.1 million for the six months ended June 30,
2023, compared to approximately €7.1 million for the six months ended June 30, 2022. The decrease resulted mainly reduced payments
under Spanish RDL 17/2021 due to the lower electricity price.
Netherlands – Biogas
Segment. Operating expenses in connection with our Netherlands biogas segment were approximately €7.6 million for the six months
ended June 30, 2023, compared to approximately €5.5 million for the six months ended June 30, 2022. The increase is mainly attributable
to the use of higher quality raw materials due to lower availability of cheaper raw materials.
Project Development Costs
Project development costs
were approximately €2.2 million for the six months ended June 30, 2023, compared to approximately €1.6 million for the six months
ended June 30, 2022. The increase in project development costs is mainly due to the increase in development activities in connection with
photovoltaic projects in Israel and USA.
General and Administrative
Expenses
General and administrative
expenses were approximately €2.8 million for the six months ended June 30, 2023, compared to approximately €3.3 million for
the six months ended June 30, 2022. The decrease in general and administrative expenses is mostly due to a decrease in D&O liability
insurance costs and bonuses paid to employees in 2022.
Share of Profit / Loss
of Equity Accounted Investee
Our share of profit of equity
accounted investee, after elimination of intercompany transactions, was approximately €1.5 million for the six months ended June
30, 2023, compared to a loss of approximately €0.6 million in the six months ended June 30, 2022. The increase in share of profits
of equity accounted investee was mainly due to the increase in revenues of Dorad due to higher quantities produced and a higher electricity
tariff in Israel, partially offset by an increase in operating expenses in connection with the increased production and higher tariff.
Financing Income (Expenses),
Net
| |
For the six months ended
June 30 | |
| |
2023 | | |
2022 | |
| |
€ in thousands | |
Interest income | |
| 1,318 | | |
| 120 | |
Gain from exchange rate differences, net | |
| 6,872 | | |
| 2,621 | |
Change in fair value of derivatives, net | |
| (476 | ) | |
| 338 | |
Debentures interest and related expenses | |
| (1,840 | ) | |
| (1,343 | ) |
Interest and commissions related to projects finance | |
| (2,932 | ) | |
| (2,788 | ) |
Amortization of capitalized expenses related to projects finance | |
| (126 | ) | |
| (117 | ) |
Interest on minority shareholder loan | |
| (933 | ) | |
| (892 | ) |
Bank charges and other commissions | |
| (221 | ) | |
| (376 | ) |
Interest on lease liability | |
| (173 | ) | |
| (140 | ) |
Total financing income (expenses), net | |
| 1,489 | | |
| (2,577 | ) |
Financing income, net was
approximately €1.5 million for the six months ended June 30, 2023, compared to financing expenses, net of approximately €2.2
million for the six months ended June 30, 2022.
Taxes on Income / Tax Benefit
Tax benefit was approximately
€1.2 million for the six months ended June 30, 2023, compared to taxes on income of approximately €1.1 million for the six months
ended June 30, 2022. The change is mainly due to deferred tax recognized for carry forward losses.
Profit / Loss from Continuing
Operations
Profit from continuing operations
was approximately €4.6 million for the six months ended June 30, 2023, compared to a loss from continuing operations of approximately
€1 million for the six months ended June 30, 2022.
Profit / Loss from Discontinued
Operation
Loss from discontinued operation
(net of tax) was approximately €3 thousand for the six months ended June 30, 2023, compared to a profit from discontinued operation
of approximately €0.4 million for the six months ended June 30, 2022.
Profit / Loss
Profit was approximately €4.6
million for the six months ended June 30, 2023, compared to a loss of approximately €0.6 million for the six months ended June 30,
2022.
Total Other Comprehensive
Income / Loss
Total other comprehensive
income was approximately €31.1 million for the six months ended June 30, 2023, compared to total other comprehensive loss of approximately
€34.8 million for the six months ended June 30, 2022. The change mainly resulted from changes in fair value of cash flow hedges,
including a material increase in the fair value of the financial power swap, or the Talasol PPA, which covers approximately 80% of the
output of the Talasol solar plant compared to the same period last year. The Talasol PPA experienced a high volatility due to the significant
changes in electricity prices in Europe that included a substantial increase in prices during 2021 and 2022 and a substantial decrease
in prices during 2023. In accordance with hedge accounting standards, the changes in the Talasol PPA’s fair value are recorded in
our shareholders’ equity through a hedging reserve and not through the accumulated deficit/retained earnings. The changes do not
impact our consolidated net profit/loss or our consolidated cash flows. As we control Talasol, the total impact of the changes in fair
value of the Talasol PPA (including the minority share) is consolidated into our financial statements and total equity.
Total Comprehensive Income
/ Loss
Total comprehensive income
was approximately €35.7 million for the six months ended June 30, 2023, compared to total comprehensive loss of approximately €35.4
million for the six months ended June 30, 2022.
Impact of Fluctuation of Currencies
We hold cash and cash equivalents,
marketable securities and restricted cash in various currencies, mainly in USD, euro and NIS. Our investments in our European operations
(i.e., in our Italian and Spanish solar plants, our biogas plants and our solar projects under development and construction in Italy are
denominated in euro, our investments in our Israeli operations (i.e., Ellomay Luzon Energy, the Manara PSP and solar projects under development)
are denominated in NIS and our investments in our solar projects in Texas, USA, are denominated in USD. Our financing is denominated in
NIS (i.e., principal and interest payments on our debentures and the financing of the Manara PSP) and in euro (i.e., financing in connection
with our Spanish solar plants and the project finance and loans provided by the minority (49%) holders of Talasol). We therefore are affected
by changes in the prevailing euro/NIS exchange rates and euro/USD exchange rates. We cannot predict the rate of appreciation/depreciation
of the NIS against the euro or the USD against the euro in the future, and whether these changes will have a material adverse effect on
our finances and operations.
The table below sets forth
the annual and semi-annual rates of appreciation (or devaluation) of the NIS against the Euro.
| |
Year ended December 31, | | |
Six months ended June 30, | |
| |
2023 | | |
2022 | | |
2024 | | |
2023 | |
Devaluation of the NIS against the EUR | |
| 6.9 | % | |
| 6.6 | % | |
| 0.2 | % | |
| 7.1 | % |
The representative NIS/euro
exchange rate was NIS 4.020 for one euro on June 30, 2024 and NIS 4.019 for one euro on June 30, 2023. The average exchange rates for
converting NIS to euro during the six-month periods ended June 30, 2024 and 2023 were NIS 3.995 and NIS 3.881 for one euro, respectively.
The exchange rate as of September 2, 2024 was NIS 4.043 for one euro.
Governmental Economic, Fiscal, Monetary or
Political Policies or Factors that have or could Materially Affect our Operations or Investments by U.S. Shareholders
Governmental Regulations Affecting the Operations
of our Solar Power Plants and other Facilities
Our solar power plants and
other energy manufacturing plants are subject to comprehensive regulation and we sell the electricity and energy produced by them for
rates determined by governmental legislation and to local governmental entities. Any change in the legislation that affects plants such
as our plants could materially adversely affect our results of operations. An economic crisis in Europe and specifically in Spain, the
Netherlands and Italy, whether related to a military conflict or otherwise, or financial distress of the IEC or Noga in Israel, could
cause the applicable legislator to reduce benefits provided to operators of solar power plants or other privately-owned energy manufacturing
plants or to revise the incentive or regulatory regimes that currently governs the sale of electricity in Spain, the Netherlands, Israel
and Italy. For more information see “Item 3.D: Risk Factors - Risks Related to our Renewable Energy Operations,”
“Item 3.D: Risk Factors - Risks Related to our Investment in Ellomay Luzon Energy,” “Item 3.D: Risk Factors -
Risks Related to our Other Operations”, “Item 4.B: Material Effects of Government Regulations on the PV Plants,” “Item
4.B: Material Effects of Government Regulations on Dorad’s Operations,” “Item 4.B: The Netherlands Waste-to-Energy Market
and Regulation” and “Item 4.B: Material Effects of Government Regulations on The Manara PSP” of our Annual Report.
Liquidity and Capital Resources
General
We entered into various project
finance agreements in connection with the financing of our Spanish solar plants, the Netherlands biogas plants and the Manara PSP. In
July 2019, October 2020, February 2021 and October 2021 we issued the Series C Debentures, in February 2021 we issued the Series D Convertible
Debentures, in February 2023 we issued the Series E Secured Debentures and in January 2024, April 2024 and August 2024 we issued the Series
F Debentures.
We will require additional
funds to advance the projects that are currently under construction or development or that will be developed and constructed in the future.
For more information concerning our financing activities, see “Item 4.A: History and Development of Ellomay; Recent Developments”
and “Item 5.B: Liquidity and Capital Resources” of our Annual Report.
As of June 30, 2024, we had
a working capital deficiency approximately €10.9 million. Based on our current operating forecast, we believe that the combination
of funds raised during the three months ended September 30, 2024, the expected sale of tax credits in connection with our US solar projects
and the expected cash flows from operations, will be sufficient to finance our ongoing operations for the next twelve months.
Upon the issuance of our Debentures,
we undertook to comply with the “hybrid model disclosure requirements” as determined by the Israeli Securities Authority and
as described in the Israeli prospectuses published in connection with the public offering of our Debentures. This model provides that
in the event certain financial “warning signs” exist in our consolidated financial results or statements, and for as long
as they exist, we will be subject to certain disclosure obligations towards the holders of our Debentures.
One possible “warning sign” is the existence of a working
capital deficiency if our Board of Directors does not determine that the working capital deficiency is not an indication of a liquidity
problem. In examining the existence of warning signs as of June 30, 2024, our Board of Directors noted the working capital deficiency
as of June 30, 2024. Our Board of Directors reviewed our financial position, outstanding debt obligations and our existing and anticipated
cash resources and uses and determined that the existence of a working capital deficiency as of June 30, 2024, does not indicate a liquidity
problem. In making such determination, our Board of Directors noted the following: (i) the issuance of additional Series F Debentures
in consideration for approximately NIS 50 million, which was completed after June 30, 2024 and therefore not reflected on our balance
sheet, (ii) the execution of the agreement to sell tax credits in connection with the US solar projects, which is expected to contribute
approximately $19 million during the next twelve months, and (iii) the positive cash flow generated by our operating subsidiaries during
the year ended December 31, 2023 and the six months ended June 30, 2024.
We currently invest our excess
cash in cash and cash equivalents that are highly liquid and in marketable securities.
As of June 30, 2024, we held
approximately €56 million in cash and cash equivalents, approximately €2.5 million in short-term deposits, approximately €0.7
million in short-term restricted cash and approximately €17.3 million in long-term restricted cash and deposits, compared with approximately
€51.1 million in cash and cash equivalents, approximately €1 million in short-term deposits, approximately €0.8 million
in short-term restricted cash and approximately €17.4 million in long-term restricted cash and deposits we held at December 31, 2023.
The change in cash and cash equivalents is mainly due to the issuance of our Series F Debentures in January and April 2024 and the Project
Finance of the Ellomay Solar Plant in Spain, partially offset by development and construction related expenses and repayments made on
account of our other Debentures.
In the last three fiscal years,
our principal capital expenditures were mainly the development and construction of the Manara PSP and of various solar projects in Italy,
Israel and the United States. For information regarding our projects under development and construction, please see above under “General,”
and “Item 4.B: Business Overview” and “Item 5: Operating and Financial Review and Prospects” of the Annual Report,
Note 6 to our to our annual financial statements included in the Annual Report and Note 6 to our condensed consolidated interim financial
statements as at June 30, 2024.
Cash flows
The following table summarizes
our cash flows for the periods presented:
| |
Six months ended June 30, | |
| |
2024 | | |
2023 | |
| |
(euro in thousands) | |
Net cash provided by operating activities | |
| 468 | | |
| 5,271 | |
Net cash used in investing activities | |
| (12,706 | ) | |
| (25,840 | ) |
Net cash provided by financing activities | |
| 15,539 | | |
| 51,459 | |
Exchange differences on balances of cash and cash equivalents | |
| 1,188 | | |
| (3,478 | ) |
Increase in cash and cash equivalents | |
| 4,489 | | |
| 27,412 | |
Cash and cash equivalents at beginning of period | |
| 51,127 | | |
| 46,458 | |
Cash from disposal groups classified as held-for-sale | |
| 428 | | |
| (36 | ) |
Cash and cash equivalents at end of period | |
| 56,044 | | |
| 73,834 | |
Operating activities
In the six months ended June
30, 2024, we had a loss of approximately €3.3 million. Net cash provided by operating activities was approximately €0.5 million.
In the six months ended June
30, 2023, we had a profit of approximately €4.6 million. Net cash provided by operating activities was approximately €5.3 million.
The decrease in net cash provided by operating activities for the six
months ended June 30, 2024, is mainly due to the decrease in electricity prices in Spain. In addition, during the year ended December
31, 2023, our Dutch biogas plants elected to temporarily exit the subsidy regime and sell the gas at market prices and during the year
ended December 31, 2024 these plants returned to the subsidy regime. Under the subsidy regime, plants are entitled to monthly advances
on subsidies based on the production during the previous year. As no subsidies were paid to our Dutch biogas plants for 2023, these plants
are not entitled to advance payments for 2024 and the payment for gas produced by the plants during 2024 is expected to be received until
July 2025.
Investing activities
Net cash used in investing
activities was approximately €12.7 million in the six months ended June 30, 2024, primarily due to investments in the solar projects
under development in Italy and USA.
Net cash used in investing
activities was approximately €25.8 million in the six months ended June 30, 2023, primarily due to investments in the solar projects
under development in Italy and USA and the Manara PSP.
Financing activities
Net cash provided by financing
activities in the six months ended June 30, 2024 was approximately €15.5 million, resulting mainly from proceeds from the issuance
of our Series F Debentures in January and April 2024 and the Project Finance of the Ellomay Solar plant in Spain, partially offset by
repayments made on account of our Debentures and repayments of loans.
Net cash provided by financing
activities in the six months ended June 30, 2023 was approximately €51.5 million, resulting mainly from proceeds from the issuance
of our Series E Secured Debentures in February 2023 and a third withdrawal under the Manara PSP, partially offset by repayments made on
account of our Debentures and repayments of loans.
As of June 30, 2024, we were
not in default of any financial covenants for immediate repayment under the various financing agreements we executed or under the Deeds
of Trust for our outstanding Debentures.
As of June 30, 2024, our total
current assets amounted to approximately €74.1 million, of which approximately €56 million was in cash and cash equivalents,
compared with total current liabilities of approximately €85 million. Our assets held in cash equivalents are held in money market
accounts and short-term deposits, substantially all of which are highly liquid investments readily convertible to cash with original maturities
of three months or less at the date acquired.
As of June 30, 2023, our total
current assets amounted to approximately €93.5 million, of which approximately €73.9 million was in cash and cash equivalents,
compared with total current liabilities of approximately €80.6 million. Our assets held in cash equivalents are held in money market
accounts and short-term deposits, substantially all of which are highly liquid investments readily convertible to cash with original maturities
of three months or less at the date acquired.
Certain Critical Accounting Policies and Estimates
Our discussion and analysis
of our financial condition and results of operations are based on our condensed consolidated interim financial statements (unaudited),
which have been prepared in accordance with IFRS. While all the accounting policies impact the financial statements, certain policies
may be viewed to be critical. These policies are most important for the fair portrayal of our financial condition and results of operations
and are those that require our management to make difficult, subjective and complex judgments, estimates and assumptions, based upon information
available at the time that they are made, historical experience and various other factors that are believed to be reasonable under the
circumstances. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of
the condensed consolidated interim financial statements, as well as the reported amounts of expenses during the periods presented. Actual
results could differ from those estimates.
The critical accounting policies
described in Item 5 of our Annual Report, in Note 2 of our consolidated annual financial statements and in Note 2 of our condensed consolidated
interim financial statements as at June 30, 2024, are those that require management’s more significant judgments and estimates used
in the preparation of our condensed consolidated interim financial statements.
Disclosure about Market Risk
We are exposed to a variety
of risks, including foreign currency fluctuations and changes in interest rates. We regularly assess currency and interest rate risks
to minimize any adverse effects on our business as a result of those factors and periodically use hedging transactions in order to attempt
to limit the impact of such changes.
For
more information concerning hedging transactions, see Note 7 of our condensed consolidated interim financial statements as at June
30, 2024.
Forward-Looking Statements
With the exception of historical
facts, the matters discussed in this report and the financial statements attached hereto are forward-looking statements. Forward-looking
statements may relate to, among other things, future actions, future performance generally, business development activities, future capital
expenditures, strategies, the outcome of contingencies such as legal proceedings, future financial results, financing sources and availability
and the effects of regulation and competition. When we use the words “believe,” “intend,” “expect,”
“may,” “will,” “should,” “anticipate,” “could,” “estimate,” “plan,”
“predict,” “project,” or their negatives, or other similar expressions, the statements which include those words
are usually forward-looking statements. When we describe strategy that involves risks or uncertainties or include statements that do not
relate strictly to historical or current facts, we are making forward-looking statements.
Achievement of future results
is subject to risks, uncertainties and inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying
assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. Please see Item 3.D.
“Risk Factors” in our Annual Report, in which we have identified important factors that, individually or in the aggregate,
could cause actual results and outcomes to differ materially from those contained in any forward-looking statements made by us; any such
statement is qualified by reference to the following cautionary statements. You should understand that it is not possible to predict or
identify all risk factors. Consequently, you should not consider the said section to be a complete discussion of all potential risks or
uncertainties. Readers are cautioned not to place undue reliance on these forward-looking statements.
We warn you that forward-looking
statements are only predictions. Actual events or results may differ as a result of risks that we face. Forward-looking statements speak
only as of the date they were made and we undertake no obligation to update them.
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v3.24.3
Unaudited Condensed Consolidated Interim Statements of Financial Position € in Thousands, $ in Thousands |
Jun. 30, 2024
EUR (€)
|
Jun. 30, 2024
USD ($)
|
Dec. 31, 2023
EUR (€)
|
Current assets: |
|
|
|
|
Cash and cash equivalents |
€ 56,044
|
$ 59,938
|
[1] |
€ 51,127
|
Short term deposits |
2,487
|
2,660
|
[2] |
997
|
Restricted cash |
729
|
780
|
[2] |
810
|
Intangible asset from green certificates |
214
|
229
|
[2] |
553
|
Trade and other receivables |
13,540
|
14,481
|
[2] |
11,717
|
Derivatives asset short-term |
1,096
|
1,172
|
[2] |
275
|
Assets of disposal groups classified as held for sale |
|
|
[2] |
28,297
|
Total Current assests |
74,110
|
79,260
|
[2] |
93,776
|
Non-current assets |
|
|
|
|
Investment in equity accounted investee |
33,532
|
35,862
|
[2] |
31,772
|
Advances on account of investments |
952
|
1,018
|
[2] |
898
|
Fixed assets |
443,151
|
473,944
|
[2] |
407,982
|
Right-of-use asset |
32,594
|
34,859
|
[2] |
30,967
|
Restricted cash and deposits |
17,340
|
18,545
|
[2] |
17,386
|
Deferred tax |
7,480
|
8,000
|
[2] |
8,677
|
Long term receivables |
11,652
|
12,462
|
[2] |
10,446
|
Derivatives |
13,971
|
14,942
|
[2] |
10,948
|
Non-current assets |
560,672
|
599,632
|
[2] |
519,076
|
Total assets |
634,782
|
678,892
|
[2] |
612,852
|
Current liabilities |
|
|
|
|
Current maturities of long-term bank loans |
10,253
|
10,965
|
[2] |
9,784
|
Current maturities of long-term loans |
5,000
|
5,347
|
[2] |
5,000
|
Current maturities of debentures |
33,993
|
36,355
|
[2] |
35,200
|
Trade payables |
23,657
|
25,303
|
[2] |
5,249
|
Other payables |
11,361
|
12,150
|
[2] |
10,859
|
Current maturities of derivatives |
|
|
[2] |
4,643
|
Current maturities of lease liabilities |
757
|
810
|
[2] |
700
|
Liabilities of disposal groups classified as held for sale |
|
|
[2] |
17,142
|
Total current liabilities |
85,021
|
90,930
|
[2] |
88,577
|
Non-current liabilities |
|
|
|
|
Long-term lease liabilities |
25,619
|
27,399
|
[2] |
23,680
|
Long-term bank loans |
245,245
|
262,286
|
[2] |
237,781
|
Other long-term loans |
29,303
|
31,339
|
[2] |
29,373
|
Debentures |
117,392
|
125,549
|
[2] |
104,887
|
Deferred tax |
2,587
|
2,767
|
[2] |
2,516
|
Other long-term liabilities |
2,113
|
2,260
|
[2] |
939
|
Derivatives |
25
|
27
|
[2] |
|
Total Non-current liabilities |
422,284
|
451,627
|
[2] |
399,176
|
Total liabilities |
507,305
|
542,557
|
[2] |
487,753
|
Equity |
|
|
|
|
Share capital |
25,613
|
27,393
|
[2] |
25,613
|
Share premium |
86,220
|
92,211
|
[2] |
86,159
|
Treasury shares |
(1,736)
|
(1,857)
|
[2] |
(1,736)
|
Transaction reserve with non-controlling Interests |
5,697
|
6,093
|
[2] |
5,697
|
Reserves |
7,004
|
7,491
|
[2] |
4,299
|
Accumulated deficit |
(6,471)
|
(6,921)
|
[2] |
(5,037)
|
Total equity attributed to shareholders of the Company |
116,327
|
124,410
|
[2] |
114,995
|
Non-Controlling Interest |
11,150
|
11,925
|
[2] |
10,104
|
Total equity |
127,477
|
136,335
|
[3] |
125,099
|
Total liabilities and equity |
€ 634,782
|
$ 678,892
|
[2] |
€ 612,852
|
|
|
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v3.24.3
Unaudited Condensed Consolidated Interim Statements of Profit or Loss and Other Comprehensive Income or Loss € in Thousands, $ in Thousands |
6 Months Ended |
12 Months Ended |
Jun. 30, 2024
EUR (€)
€ / shares
|
Jun. 30, 2024
USD ($)
$ / shares
|
Jun. 30, 2023
EUR (€)
€ / shares
|
[2] |
Dec. 31, 2023
EUR (€)
€ / shares
|
Revenues |
€ 19,456
|
$ 20,808
|
[1] |
€ 24,999
|
€ 48,834
|
Operating expenses |
(9,523)
|
(10,185)
|
[1] |
(11,845)
|
(22,861)
|
Depreciation and amortization expenses |
(8,231)
|
(8,803)
|
[1] |
(7,826)
|
(16,012)
|
Gross profit |
1,702
|
1,820
|
[1] |
5,328
|
9,961
|
Project development costs |
(2,281)
|
(2,439)
|
[1] |
(2,192)
|
(4,465)
|
General and administrative expenses |
(3,034)
|
(3,245)
|
[1] |
(2,816)
|
(5,283)
|
Share of profits of equity accounted investee |
1,809
|
1,935
|
[3] |
1,541
|
4,320
|
Operating profit (loss) |
(1,804)
|
(1,929)
|
[1] |
1,861
|
4,533
|
Financing income |
2,424
|
2,592
|
[1] |
8,188
|
8,747
|
Financing income (expenses) in connection with derivatives and warrants, net |
2,852
|
3,050
|
[1] |
(476)
|
251
|
Financing expenses |
(7,886)
|
(8,435)
|
[1] |
(6,223)
|
(12,555)
|
Financing income (expenses), net |
(2,610)
|
(2,793)
|
[1] |
1,489
|
(3,557)
|
Profit (loss) before taxes on income |
(4,414)
|
(4,722)
|
[1] |
3,350
|
976
|
Tax benefit |
988
|
1,057
|
[1] |
1,216
|
1,436
|
Profit (loss) from continuing operations |
(3,426)
|
(3,665)
|
[1] |
4,566
|
2,412
|
Profit (loss) from discontinued operations (net of tax) (see Note 6) |
79
|
84
|
[1] |
(3)
|
(1,787)
|
Profit (loss) for the period |
(3,347)
|
(3,581)
|
[3] |
4,563
|
625
|
Profit (loss) attributable to: |
|
|
|
|
|
Owners of the Company |
(1,434)
|
(1,534)
|
[1] |
5,476
|
2,219
|
Non-controlling interests |
(1,913)
|
(2,047)
|
[1] |
(913)
|
(1,594)
|
Profit (loss) for the period |
(3,347)
|
(3,581)
|
[3] |
4,563
|
625
|
Other comprehensive 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 |
(433)
|
(464)
|
[1] |
(8,253)
|
(7,949)
|
Foreign currency translation differences for foreign operations that were recognized in profit or loss |
255
|
273
|
[1] |
|
|
Effective portion of change in fair value of cash flow hedges |
9,126
|
9,760
|
[1] |
44,200
|
39,431
|
Net change in fair value of cash flow hedges transferred to profit or loss |
(3,284)
|
(3,513)
|
[1] |
(4,809)
|
9,794
|
Total other comprehensive income |
5,664
|
6,056
|
[1] |
31,138
|
41,276
|
Total other comprehensive income attributable to: |
|
|
|
|
|
Owners of the Company |
2,705
|
2,892
|
[1] |
12,055
|
16,931
|
Non-controlling interests |
2,959
|
3,164
|
[1] |
19,083
|
24,345
|
Total other comprehensive income |
5,664
|
6,056
|
[1] |
31,138
|
41,276
|
Total comprehensive income for the period |
2,317
|
2,475
|
[4] |
35,701
|
41,901
|
Total comprehensive income for the period attributable to: |
|
|
|
|
|
Owners of the Company |
1,271
|
1,358
|
[1] |
17,531
|
19,150
|
Non-controlling interests |
1,046
|
1,117
|
[1] |
18,170
|
22,751
|
Total comprehensive income for the period |
€ 2,317
|
$ 2,475
|
[4] |
€ 35,701
|
€ 41,901
|
Basic profit (loss) per share (in Euro per share and Dollars per share) | (per share) |
€ (0.1)
|
$ (0.11)
|
[1] |
€ 0.43
|
€ 0.17
|
Diluted profit (loss) per share (in Euro per share and Dollars per share) | (per share) |
(0.1)
|
(0.11)
|
[1] |
0.43
|
0.17
|
Basic profit (loss) per share from continuing operations (in Euro per share and Dollars per share) | (per share) |
(0.11)
|
(0.12)
|
[1] |
0.43
|
0.31
|
Diluted profit (loss) per share from continuing operations (in Euro per share and Dollars per share) | (per share) |
(0.11)
|
(0.12)
|
[1] |
0.43
|
0.31
|
Basic profit (loss) per share from discontinued operation (in Euro per share and Dollars per share) | (per share) |
0.01
|
0.01
|
[1] |
0
|
(0.14)
|
Diluted profit (loss) per share from discontinued operation (in Euro per share and Dollars per share) | (per share) |
€ 0.01
|
$ 0.01
|
[1] |
€ 0
|
€ (0.14)
|
|
|
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v3.24.3
Unaudited Condensed Consolidated Interim Statements of Changes in Equity € in Thousands, $ in Thousands |
Share capital
EUR (€)
|
Share capital
USD ($)
|
Share premium
EUR (€)
|
Share premium
USD ($)
|
Accumulated deficit
EUR (€)
|
Accumulated deficit
USD ($)
|
[2] |
Treasury shares
EUR (€)
|
Treasury shares
USD ($)
|
[2] |
Translation reserve from foreign operations
EUR (€)
|
Translation reserve from foreign operations
USD ($)
|
[2] |
Hedging Reserve
EUR (€)
|
Hedging Reserve
USD ($)
|
[2] |
Interests Transaction reserve with non-controlling Interests
EUR (€)
|
Interests Transaction reserve with non-controlling Interests
USD ($)
|
[2] |
Total
EUR (€)
|
Total
USD ($)
|
[2] |
Non- controlling Interests
EUR (€)
|
Non- controlling Interests
USD ($)
|
[2] |
EUR (€) |
USD ($) |
Balance at Dec. 31, 2022 |
€ 25,613
|
|
|
€ 86,038
|
|
|
€ (7,256)
|
|
€ (1,736)
|
|
€ 7,970
|
|
€ (20,602)
|
|
€ 5,697
|
|
€ 95,724
|
|
€ (12,647)
|
|
€ 83,077
|
|
|
|
Profit (loss) for the period |
|
|
|
|
|
|
5,476
|
|
|
|
|
|
|
|
|
|
5,476
|
|
(913)
|
|
4,563
|
[1] |
|
|
Other comprehensive income (loss) for the period |
|
|
|
|
|
|
|
|
|
|
(7,882)
|
|
19,937
|
|
|
|
12,055
|
|
19,083
|
|
31,138
|
|
|
|
Total comprehensive income (loss) for the period |
|
|
|
|
|
|
5,476
|
|
|
|
(7,882)
|
|
19,937
|
|
|
|
17,531
|
|
18,170
|
|
35,701
|
[1] |
|
|
Share-based payments |
|
|
|
62
|
|
|
|
|
|
|
|
|
|
|
|
|
62
|
|
|
|
62
|
|
|
|
Balance at Jun. 30, 2023 |
25,613
|
|
|
86,100
|
|
|
(1,780)
|
|
(1,736)
|
|
88
|
|
(665)
|
|
5,697
|
|
113,317
|
|
5,523
|
|
118,840
|
|
|
|
Balance at Dec. 31, 2022 |
25,613
|
|
|
86,038
|
|
|
(7,256)
|
|
(1,736)
|
|
7,970
|
|
(20,602)
|
|
5,697
|
|
95,724
|
|
(12,647)
|
|
83,077
|
|
|
|
Profit (loss) for the period |
|
|
|
|
|
|
2,219
|
|
|
|
|
|
|
|
|
|
2,219
|
|
(1,594)
|
|
625
|
|
|
|
Other comprehensive income (loss) for the period |
|
|
|
|
|
|
|
|
|
|
(7,585)
|
|
24,516
|
|
|
|
16,931
|
|
24,345
|
|
41,276
|
|
|
|
Total comprehensive income (loss) for the period |
|
|
|
|
|
|
2,219
|
|
|
|
(7,585)
|
|
24,516
|
|
|
|
19,150
|
|
22,751
|
|
41,901
|
|
|
|
Share-based payments |
|
|
|
121
|
|
|
|
|
|
|
|
|
|
|
|
|
121
|
|
|
|
121
|
|
|
|
Balance at Dec. 31, 2023 |
25,613
|
$ 27,393
|
[2] |
86,159
|
$ 92,146
|
|
(5,037)
|
$ (5,387)
|
(1,736)
|
$ (1,857)
|
385
|
$ 413
|
3,914
|
$ 4,186
|
5,697
|
$ 6,093
|
114,995
|
$ 122,987
|
10,104
|
$ 10,808
|
125,099
|
|
$ 133,795
|
[2] |
Profit (loss) for the period |
|
|
[2] |
|
|
[2] |
(1,434)
|
(1,534)
|
|
|
|
|
|
|
|
|
(1,434)
|
(1,534)
|
(1,913)
|
(2,047)
|
(3,347)
|
|
(3,581)
|
[3] |
Other comprehensive income (loss) for the period |
|
|
[2] |
|
|
[2] |
|
|
|
|
(170)
|
(182)
|
2,875
|
3,074
|
|
|
2,705
|
2,892
|
2,959
|
3,164
|
5,664
|
|
6,056
|
[2] |
Total comprehensive income (loss) for the period |
|
|
[2] |
|
|
[2] |
(1,434)
|
(1,534)
|
|
|
(170)
|
(182)
|
2,875
|
3,074
|
|
|
1,271
|
1,358
|
1,046
|
1,117
|
2,317
|
|
2,475
|
[2] |
Share-based payments |
|
|
[2] |
61
|
65
|
[2] |
|
|
|
|
|
|
|
|
|
|
61
|
65
|
|
|
61
|
|
65
|
[2] |
Balance at Jun. 30, 2024 |
€ 25,613
|
$ 27,393
|
|
€ 86,220
|
$ 92,211
|
[2] |
€ (6,471)
|
$ (6,921)
|
€ (1,736)
|
$ (1,857)
|
€ 215
|
$ 231
|
€ 6,789
|
$ 7,260
|
€ 5,697
|
$ 6,093
|
€ 116,327
|
$ 124,410
|
€ 11,150
|
$ 11,925
|
€ 127,477
|
|
$ 136,335
|
[2] |
|
|
X |
- DefinitionThe amount of change in equity resulting from transactions and other events, other than those changes resulting from transactions with owners in their capacity as owners.
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v3.24.3
Unaudited Condensed Consolidated Interim Statements of Cash Flows € in Thousands, $ in Thousands |
6 Months Ended |
12 Months Ended |
Jun. 30, 2024
EUR (€)
|
Jun. 30, 2024
USD ($)
|
[1] |
Jun. 30, 2023
EUR (€)
|
Dec. 31, 2023
EUR (€)
|
Cash flows from operating activities |
|
|
|
|
|
Profit (loss) for the period |
€ (3,347)
|
$ (3,581)
|
€ 4,563
|
[2] |
€ 625
|
Adjustments for: |
|
|
|
|
|
Financing expenses (income), net |
2,206
|
2,361
|
(1,556)
|
|
3,034
|
Profit from settlement of derivatives contract |
199
|
213
|
|
|
|
Impairment losses on assets of disposal groups classified as held-for-sale |
405
|
433
|
|
|
2,565
|
Depreciation and amortization |
8,279
|
8,854
|
8,064
|
|
16,473
|
Share-based payment transactions |
61
|
65
|
62
|
|
121
|
Share of profits of equity accounted investees |
(1,809)
|
(1,935)
|
(1,541)
|
[2] |
(4,320)
|
Change in trade receivables and other receivables |
(3,214)
|
(3,437)
|
558
|
|
(302)
|
Change in other assets |
5
|
5
|
(155)
|
|
(681)
|
Change in receivables from concessions project |
793
|
848
|
836
|
|
1,778
|
Change in trade payables |
(633)
|
(677)
|
(1,409)
|
|
(45)
|
Change in other payables |
1,759
|
1,881
|
383
|
|
(2,235)
|
Tax benefit |
(993)
|
(1,062)
|
(1,203)
|
|
(1,852)
|
Income taxes refund (paid) |
479
|
512
|
(20)
|
|
(912)
|
Repayment of interest on loan from an equity accounted investee |
|
|
|
|
1,501
|
Interest received |
1,706
|
1,825
|
1,353
|
|
2,936
|
Interest paid |
(5,428)
|
(5,805)
|
(4,664)
|
|
(10,082)
|
Net cash provided by operating activities |
468
|
500
|
5,271
|
|
8,604
|
Cash flows from investing activities |
|
|
|
|
|
Acquisition of fixed assets |
(19,593)
|
(20,954)
|
(26,225)
|
[3] |
(58,848)
|
Interest paid capitalized to fixed assets |
(1,121)
|
(1,199)
|
(1,243)
|
[3] |
(2,283)
|
Proceeds from sale of investments |
9,267
|
9,911
|
|
|
|
Repayment of loan by an equity accounted investee |
|
|
|
|
1,324
|
Loan to an equity accounted investee |
|
|
(68)
|
|
(128)
|
Advances on account of investments |
(54)
|
(58)
|
(777)
|
|
(421)
|
Proceeds from advances on account of investments in process |
|
|
|
|
2,218
|
Proceeds from sales of marketable securities |
|
|
2,837
|
|
2,837
|
Proceeds in settlement of derivatives, net |
159
|
170
|
|
|
|
Proceeds from in restricted cash, net |
119
|
127
|
893
|
|
840
|
Investment in short term deposit |
(1,483)
|
(1,586)
|
(1,257)
|
|
(1,092)
|
Net cash used in investing activities |
(12,706)
|
(13,589)
|
(25,840)
|
|
(55,553)
|
Cash flows from financing activities |
|
|
|
|
|
Issuance of warrants |
3,735
|
3,995
|
|
|
|
Cost associated with long term loans |
(1,466)
|
(1,568)
|
(706)
|
|
(1,877)
|
Payment of principal of lease liabilities |
(486)
|
(520)
|
(777)
|
|
(1,156)
|
Proceeds from long term loans |
10,478
|
11,206
|
21,499
|
|
32,157
|
Repayment of long-term loans |
(6,667)
|
(7,130)
|
(6,602)
|
|
(12,736)
|
Repayment of Debentures |
(35,845)
|
(38,336)
|
(17,763)
|
|
(17,763)
|
Proceeds from issuance of Debentures, net |
45,790
|
48,972
|
55,808
|
|
55,808
|
Net cash provided by financing activities |
15,539
|
16,619
|
51,459
|
|
54,433
|
Effect of exchange rate fluctuations on cash and cash equivalents |
1,188
|
1,270
|
(3,478)
|
|
(2,387)
|
Increase in cash and cash equivalents |
4,489
|
4,800
|
27,412
|
|
5,097
|
Cash and cash equivalents at the beginning of the period |
51,127
|
54,680
|
46,458
|
|
46,458
|
Cash from disposal groups classified as held-for-sale |
428
|
458
|
(36)
|
|
(428)
|
Cash and cash equivalents at the end of the period |
€ 56,044
|
$ 59,938
|
€ 73,834
|
|
€ 51,127
|
|
|
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v3.24.3
General
|
6 Months Ended |
Jun. 30, 2024 |
General [Abstract] |
|
General |
Note 1 - General
Ellomay Capital Ltd. (hereinafter - the “Company”), is an Israeli
Company involved in the initiation, development, construction and production of renewable and clean energy projects in Europe, USA and
Israel. As of June 30, 2024, the Company indirectly owns (i) approximately 335.9 megawatts (“MW”) of solar power plants
in Spain (including a 300 MW solar power plant in owned by Talasol, which is 51% owned by the Company) and approximately 20 MW of solar
power plants in Italy connected to their respective national grids, (ii) a solar project under construction in Italy with a capacity of
18 MW and solar projects under advanced development in Italy with an aggregate capacity of 195 MW that reached ready to build (“RTB”)
status, (iii) 9.375% of Dorad Energy Ltd. (hereinafter - “Dorad”), (iv) 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 Normal Cubic Meter (“Nm3”) per year, respectively, (v) 83.333%
of Ellomay Pumped Storage (2014) Ltd., which is constructing a 156 MW pumped storage hydro power plant in the Manara Cliff, Israel (hereinafter
– the “Manara PSP”) and (vi) solar projects under construction in the Dallas Metropolitan
area, Texas with an aggregate capacity of approximately 48.5 MW (Fairfield, Malakoff, Mexia and Talco projects).
The Company also develops additional
solar projects in Italy, US, Spain, and Israel.
The ordinary shares of the Company are
listed on the NYSE American and on the Tel Aviv Stock Exchange (under the symbol “ELLO”). The address of the Company’s
registered office is 18 Rothschild Blvd., Tel Aviv, Israel.
Material events in the reporting
period
Issuance of the Company’s
Series F Debentures and Series 2 Warrants in January and of Additional Series F Debentures in April 2024
On January 16, 2024, the Company issued
in an Israeli public offering units consisting of an aggregate principal amount of NIS 170 million of its newly issued Series F Debentures,
due March 31, 2030, and the Series 2 Warrants to purchase an aggregate of 1,020,000 ordinary shares at a price per share of NIS 80 (subject
to customary adjustments), which expire on January 5, 2028. The net proceeds of the offering, net of related expenses such as consultancy
fee and commissions, were approximately NIS 165 million (approximately €40 million as of the issuance date). In the event all of
the Series 2 Warrants are exercised prior to their expiration date, we will receive additional gross proceeds of NIS 81.6 million.
On April 17, 2024, the Company issued
an additional NIS 40 million par value of the Series F Debentures in a private placement to Israeli classified investors for an aggregate
gross consideration of approximately NIS 37.8 million (approximately €9.4 million as of the issuance date), reflecting a price of
NIS 0.946 per NIS 1 principal amount of the Series F Debentures. Following completion of this private placement, the aggregate outstanding
par value of the Company’s Series F Debentures was NIS 210 million.
The Series F Debentures are not secured
by any collateral. The Series F Debentures and the Series 2 Warrants are traded on the TASE.
The principal amount of Series F Debentures
is repayable in four non-equal installments on March 31 in each of the years 2027 to 2030 (inclusive) as follows: in each of the principal
payments in the years 2027 and 2028 a rate of 30% of the principal will be paid, in the principal payment in the year 2029 a rate of 25%
of the principal will be paid and in the principal payment in the year 2030 a rate of 15% of the principal will be paid. The Series F
Debentures bear a fixed interest at the rate of 5.5% per year (that is not linked to the Israeli CPI or otherwise), payable semi-annually
on March 31 and September 30, commencing March 31, 2024 through March 31, 2030 (inclusive). The Series F Deed of Trust includes
customary provisions, including (i) a negative pledge such that we may not place a floating charge on all of our assets, subject to certain
exceptions and (ii) an obligation to pay additional interest for failure to maintain certain financial covenants, with an increase of
0.25% in the annual interest rate for the period in which we do not meet each standard and up to an increase of 0.75% in the annual interest
rate. The Series F Deed of Trust does not restrict our ability to issue any new series of debt instruments, other than in certain specific
circumstances, and enables us to expand the Series F Debentures provided that: (i) we are not in default of any of the immediate repayment
provisions included in the Series F Deed of Trust or in breach of any of our material obligations to the holders of the Series F Debentures
pursuant to the terms of the Series F Deed of Trust, (ii) the expansion will not harm our compliance with the financial covenants for
purposes of the immediate repayment provision included in the Series F Deed of Trust and (iii) to the extent the Series F Debentures are
rated at the time of the expansion, the expansion will not harm the rating of the existing Series F Debentures.
The Series F Deed of Trust includes
a number of customary causes for immediate repayment, including a default with certain financial covenants for the applicable period,
and as noted above a mechanism for the update of the annual interest rate in the event we do not meet certain financial covenants. The
financial covenants are as follows:
| a. | Our Series F Adjusted Balance Sheet Equity (as such term is defined in the Series F Deed of Trust, which,
among other exclusions, excludes changes in the fair value of hedging transactions of electricity prices, such as the PPA executed in
connection with the Talasol solar plant, and interest rates), on a consolidated basis, shall not be less than €77 million for two
consecutive quarters for purposes of the immediate repayment provision and shall not be less than €82 for purposes of the update
of the annual interest provision; |
| b. | The ratio of (a) the short-term and long-term debt from banks, in addition to the debt to holders of debentures
issued by us and any other interest-bearing financial obligations provided by entities who are in the business of lending money (excluding
financing of projects and other exclusions as set forth in the Series F Deed of Trust), net of cash and cash equivalents, short-term investments,
deposits, financial funds and negotiable securities, to the extent that these are not restricted (with the exception of a restriction
for the purpose of securing any financial debt according to this definition) (together - the “Series F Net Financial Debt”),
to (b) our Adjusted Balance Sheet Equity, on a consolidated basis, plus the Series F Net Financial Debt (hereinafter - the “Series
F CAP, Net”), to which we refer herein as the Series F Ratio of Net Financial Debt to Series F CAP, Net, shall not exceed the rate
of 65% for three consecutive quarters for purposes of the immediate repayment provision and shall not exceed a rate of 60% for purposes
of the update of the annual interest provision; and |
| c. | The ratio of (a) our Series F Net Financial Debt, to (b) our earnings before financial expenses, net,
taxes, depreciation and amortization, where the revenues from our operations, such as the Talmei Yosef solar plant, are calculated based
on the fixed asset model and not based on the financial asset model (IFRIC 12), and before share-based payments, when the data of assets
or projects whose Commercial Operation Date occurred in the four quarters that preceded the test date will be calculated based on Annual
Gross Up (as such terms are defined in the Series F Deed of Trust), based on the aggregate four preceding quarters (hereinafter - the
“Series F Adjusted EBITDA”), to which we refer to herein as the Series F Ratio of Net Financial Debt to Series F Adjusted
EBITDA, shall not be higher than 12 for three consecutive quarters for purposes of the immediate repayment provision and shall not be
higher than 11 for purposes of the update of the annual interest provision. |
The Series F Deed of Trust further provides
that we may make distributions (as such term is defined in the Companies Law, e.g. dividends), to our shareholders, provided that: (a)
we will not distribute more than 60% of the distributable profit, (b) we will not distribute dividends based on profit due to revaluation
(for the removal of doubt, negative goodwill will not be considered a revaluation profit), (c) we are in compliance with all of our material
undertakings to the holders of the Series F Debentures, (d) on the date of distribution and after the distribution no cause for immediate
repayment exists and (e) we will not make a distribution for as long as a “warning sign” (as such term is defined in the Israeli
Securities Regulations) exists. We are also required to maintain the following financial ratios (which are calculated based on the same
definitions applicable to the financial covenants set forth above) after the distribution: (i) Series F Adjusted Balance Sheet Equity
not lower than €94 million, (ii) Series F Ratio of Net Financial Debt to Series F CAP, Net not to exceed 58%, and (iii) Series F
Ratio of Net Financial Debt to Series F Adjusted EBITDA, shall not be higher than 9, and not to make distributions if we do not meet all
of our material obligations to the holders of the Series F Debentures and if on the date of distribution and after the distribution a
cause for immediate repayment exists.
As of June 30, 2024, the financial covenants
were met.
|
v3.24.3
Basis of Preparation and Significant Accounting Policies
|
6 Months Ended |
Jun. 30, 2024 |
Basis of Preparation and Significant Accounting Policies [Abstract] |
|
Basis of Preparation and Significant Accounting Policies |
Note 2 - Basis of Preparation and Significant
Accounting Policies
The accounting policies applied by the
Company in these condensed consolidated unaudited interim financial statements are the same as those applied by the Company in its annual
financial statements for 2023.
A. Statement
of compliance
These condensed consolidated interim
financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting and do not include all of the information
required for full annual financial statements. They should be read in conjunction with the Company’s financial statements as at
and for the year ended December 31, 2023 (hereinafter – “the annual financial statements”).
These condensed consolidated interim
financial statements were authorized for issue on September 30, 2024.
B. Use
of estimates and judgments
The preparation of financial statements
in conformity with IFRS requires management to exercise judgment when making assessments, estimates and assumptions that affect the application
of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
The significant judgments made by management
in applying the Company’s accounting policies and the principal assumptions used in the estimation of uncertainty were the same
as those that applied to the annual financial statements. C. Initial
application of new standards, amendments to standards and interpretations
Amendment to IAS 1, Presentation
of Financial Statements: Classification of Liabilities as Current or Non-Current (hereinafter - the “Amendment”) and subsequent
amendment: Non-Current Liabilities with Covenants (hereinafter - the “Subsequent Amendment”)
The Amendment, together with the Subsequent
Amendment to IAS 1 (see hereunder) replaces certain requirements for classifying liabilities as current or non-current.
According to the Amendment, a liability
will be classified as non-current when the entity has the right to defer settlement for at least 12 months after the reporting period,
and it “has substance” and is in existence at the end of the reporting period. According to the Subsequent Amendment, as published
in October 2022, covenants with which the entity must comply after the reporting date, do not affect classification of the liability as
current or non-current. Additionally, the Subsequent Amendment adds disclosure requirements for liabilities subject to covenants within
12 months after the reporting date, such as disclosure regarding the nature of the covenants, the date they need to be complied with and
facts and circumstances that indicate the entity may have difficulty complying with the covenants. Furthermore, the Amendment clarifies
that the conversion option of a liability will affect its classification as current or non-current, other than when the conversion option
is recognized as equity.
The Amendment and Subsequent Amendment
are effective for reporting periods beginning on or after January 1, 2024. The Amendment and Subsequent Amendment are applicable retrospectively,
including an amendment to comparative data. Application of the Amendment did not have a material effect on the financial statements.
D. New
standards, amendments to standards and interpretations not yet adopted
IFRS 18, Presentation and Disclosure
in Financial Statements
This standard replaces IAS 1, Presentation
of Financial Statements. The purpose of the standard is to provide improved structure and content to the financial statements, particularly
the income statement.
The standard includes new disclosure
and presentation requirements that were taken from IAS 1, Presentation of Financial Statements, with small changes. As part of the new
disclosure requirements, companies will be required to present two subtotals in the income statement: operating profit and profit before
financing and taxes. Furthermore, for most companies, the results in the income statements will be classified into three categories: operating
profit, profit from investments and profit from financing.
In addition to the changes in the structure
of the income statements, the standard also includes a requirement to provide separate disclosure in the financial statements regarding
the use of management-defined performance measures (non-GAAP measures). Furthermore, the standard adds specific guidance for aggregation
and disaggregation of items in the financial statements and in the notes. The standard will encourage companies to avoid classifying items
as ‘other’ (for example, other expenses), and using this classification will lead to additional disclosure requirements. This
standard is effective for reporting periods beginning on or after January 1, 2027 and is applicable retrospectively, with early adoption
permitted. The Company is examining the effects of the standard on its financial statements with no plans for early adoption.
|
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v3.24.3
Seasonality
|
6 Months Ended |
Jun. 30, 2024 |
Seasonality [Abstract] |
|
Seasonality |
Note 3 - Seasonality
Solar power production has a seasonal
cycle due to its dependency on the direct and indirect sunlight and the effect the amount of sunlight has on the output of energy produced.
Thus, low radiation levels during the winter months decrease power production.
|
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v3.24.3
Restricted Cash and Deposits
|
6 Months Ended |
Jun. 30, 2024 |
Restricted Cash and Deposits [Abstract] |
|
Restricted Cash and Deposits |
Note 4 - Restricted Cash and Deposits
| |
June 30, | | |
December 31, | |
| |
2024 | | |
2023 | |
| |
€ in thousands | |
| |
| | |
| |
Short-term restricted cash | |
| 729 | | |
| 810 | |
| |
| | | |
| | |
Short-term deposits | |
| 2,487 | | |
| 997 | |
| |
| | | |
| | |
Restricted cash and bank deposits, long-term (1) | |
| 17,340 | | |
| 17,386 | |
1. | Deposits used to secure obligations towards the Israeli Electricity Authority for the license for the
pumped-storage project in the Manara Cliff in Israel and to secure obligations under loan agreements. |
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v3.24.3
Trade and Other Receivables
|
6 Months Ended |
Jun. 30, 2024 |
Trade and Other Receivables [Abstract] |
|
Trade and Other Receivables |
Note 5 - Trade and Other Receivables
| |
June 30, | | |
December 31, | |
| |
2024 | | |
2023 | |
| |
€ in thousands | |
Current Assets: | |
| | |
| |
Trade and other receivables: | |
| | |
| |
Government authorities | |
| 4,431 | | |
| 4,851 | |
Income receivable | |
| 3,357 | | |
| 1,013 | |
Interest receivable | |
| 194 | | |
| 221 | |
Advance tax payment | |
| 735 | | |
| 1,028 | |
Trade receivable | |
| 706 | | |
| 205 | |
Inventory | |
| 827 | | |
| 1,170 | |
Loan to others | |
| - | | |
| 1,246 | |
Prepaid expenses and other | |
| 3,290 | | |
| 1,983 | |
| |
| 13,540 | | |
| 11,717 | |
Non-current Assets: | |
| | | |
| | |
Long term receivables | |
| | | |
| | |
Prepaid expenses associated with long term loans | |
| 10,480 | | |
| 9,265 | |
Annual rent deposits | |
| 664 | | |
| 656 | |
Loans to others | |
| 508 | | |
| 509 | |
Other | |
| - | | |
| 16 | |
| |
| 11,652 | | |
| 10,446 | |
|
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v3.24.3
Investee Companies and Other Investments
|
6 Months Ended |
Jun. 30, 2024 |
Investee Companies and Other Investments [Abstract] |
|
Investee Companies and Other Investments |
Note 6
- Investee Companies and Other Investments
Information
about investee companies and other investments
A. Ellomay
Luzon Energy (formerly U. Dori Energy Infrastructures Ltd.)-
Since November 2010, the Company indirectly
(through Ellomay Clean Energy LP (“Ellomay Energy LP”)) holds 50% of Ellomay Luzon Energy (formerly U. Dori Energy Infrastructures
Ltd.). Ellomay Luzon Energy holds 18.75% of the share capital of Dorad Energy Ltd. (“Dorad”), which owns an approximate 850
MWp dual-fuel operated power plant in the vicinity of Ashkelon, Israel (the “Dorad Power Plant”). The investment in Ellomay
Luzon Energy is accounted for under the equity method. Dorad holds production and supply licenses, both expiring in May 2034 and commenced
commercial operation in May 2014.
Dorad provided guarantees in favor of
the Israeli Electricity Authority, NOGA - Electricity System Management Ltd. and Israel Natural Gas Lines Ltd. These guarantees were provided
through Dorad’s shareholders at their proportionate holdings, as required by the financing agreements executed by Dorad. As of June
30, 2024, total performance guarantees provided by Dorad amounted to approximately NIS 170,000 thousand (approximately €42,000 thousand).
The Company’s indirect share of guarantees that Dorad provided through its shareholders as of June 30, 2024 was approximately NIS
16,000 thousand (approximately €4,000 thousand).
Dorad and its shareholders are involved
in several legal proceedings as follows:
Petition to Approve a Derivative
Claim filed by Ellomay Luzon Energy and Ran Fridrich and Third Party Notices
In connection with the description of
the petition to approve a derivative claim filed by Ellomay Luzon Energy and Hemi Raphael (replaced by Ran Fridrich) and related third
party notices included in Note 6.A to the annual financial statements, on May 15, 2024, the parties filed answers to the responses to
the appeals on the arbitration ruling. A preliminary hearing was held on June 5, 2024. Following the preliminary hearing and claim raised
at the hearing, including a request to hold a hearing in which the parties will orally present their claims, on June 9, 2024 the arbitrator
ruled that in light of the arbitration agreement and the scope of written arguments submitted by the parties, at this stage the arguments
in the appeal process will not be heard orally. On July 30, 2024, the arbitrator ruled that the date for issuing the ruling on the appeals
will be extended by 120 days from the date the appeal proceeds ended, in addition to the 60-day period for providing the ruling based
on the arbitration agreement.
Based on the advice of legal counsel
of Ellomay Luzon Energy, at this stage it is not possible to estimate the outcome of the appeals.
Petition to Approve a Derivative
Claim filed by Edelcom
In connection with the description of
the petition to approve a derivative claim filed by Edelcom Ltd., one of the shareholders of Dorad (“Edelcom”), included in
Note 6.A to the annual financial statements, as Edelcom did not appeal the arbitrator’s decision with respect to the petition to
approve a derivative claim filed by Edelcom in connection with the entrepreneurship fees, the arbitration award remains unchanged with
respect to this petition and claim.
Potential Expansion of the Dorad
Power Plant (“Dorad 2”)
With reference to Note 6.A to the
annual financial statements under the heading “Potential Expansion of the Dorad Power Plant (“Dorad
2”)”, on May 2, 2024, the legal advisor of the NIC announced that at the April 17, 2024 meeting of the Israeli
government, it was decided to reject NIP 20/B - Hadera Power Station and therefore it is possible to resume and promote the
procedure of issuing the building permits under NIP 11/B (the Israeli National
Infrastructure Plan that governs, among other issues, the expansion of the power plant owned by Doard by approximately 650 MW) at the
at the National Licensing Authority. Dorad was therefore asked by the legal advisor to the NIC to submit a request to delete the petition
it submitted to the Israeli High Court of Justice in connection with the issuance of the building permits, as the petition became redundant
in light of the rejection of NIP 20/B. Considering this development, Dorad submitted a request to the High Court of Justice to delete
the petition without an order for costs. On May 8, 2024, a judgment was issued dismissing the petition without an order for costs. In September 2024, Edelcom Ltd. submitted
a claim against Dorad and the other shareholders of Dorad to the Israeli District Court in Tel Aviv requesting the court to provide the
following declaratory judgements: (1) to declare that based on Dorad’s articles of organization the general meeting of the shareholders
of Dorad is the authorized body for approving any resolution relating to the change in the field of operations of Dorad, including any
planning or construction of a new power plant or the expansion of the capacity of the existing power plant and any budget and preliminary
feasibility tests, including the “Dorad 2” project, (2) to declare that based on the articles of organization of Dorad the
board of directors of Dorad is the authorized body for advancing and managing the construction of a new power plant or the expansion of
the existing power plant, including the “Dorad 2” project, following the approval by Dorad’s shareholders of a resolution
to promote the project or perform preliminary feasibility testing, and of a related budget, (3) to declare that any resolution of the
shareholders or the board of directors of Dorad in the aforementioned subjects will be approved only if all of the shareholders or all
of the directors, as the case may be, voted in favor of the resolution, and (4) to declare that any resolution in connection with the
“Dorad 2” project adopted since 2018 and until a ruling is given in connection with the claim, which was not adopted by the
authorized bodies of Dorad as set forth in the claim, is null and void. In addition, Edelcom requests that the court issue a permanent
injunction instructing Dorad and its other shareholders (the defendants), including anyone on their behalf, not to do any action that
relates to a change in Dorad’s field of operation, including planning and construction of a new power plant or the expansion of
the existing power plant, including in connection with “Dorad 2” and approving budgets for these actions and/or performing
any tests in connection therewith, unless these actions were unanimously approved by the shareholders of Dorad and that the court permit
the plaintiff to bifurcate its requests as financial claims may arise in the future.
B. Manara
Pumped Storage Project –
Impact of War in Israel
Due to the Iron Swords War, which has
also expanded into a security conflict in Israel’s northern region, construction works at the Manara site were halted. During the
period, the planning works, the construction of the equipment off site, including the electro-mechanical equipment, and the arrival of
the equipment in Israel continued as planned. The Israeli Electricity Authority granted a ten-month extension to the regulatory milestones
and the duration of the general license. In August 2024, the Electricity Authority released a hearing expected to grant an additional
six-month extension period (a total sixteen-month extension) to the regulatory milestones and the duration of the general license. As
part of the standards supporting financing, there is protection for the senior debt (principal and interest) and the developer’s
expenses, subject to the approval of the Israeli Electricity Authority on the subject. At this stage the Company cannot quantify the impact
on the timing of the construction of the project. In addition, the Company cannot predict at this stage the duration and scope of the
Iron Swords War or its effect on the Company, please see Note 6B in the annual financial statements. C. Development
of Solar Plants in Texas, USA –
During 2023, the Company entered into
a Joint Development Agreement with a project development company experienced in the development of energy projects, site acquisition,
capital markets and commercial management, and commenced development of solar projects in the vicinity of Dallas, Texas. Each of the solar
projects under development is expected to have a capacity of approximately 10-14 MW.
There are currently four projects under
construction with an aggregate capacity of approximately 48.5 MW (Fairfield, Malakoff, Mexia and Talco). Two of the projects (Fairfield
and Malakoff) are expected to be connected to the grid during 2024 and the other two projects (Mexia and Talco) are expected to be connected
to the grid during 2025.
The aggregate cost of development and
construction of these projects is expected to be approximately €63 million, and the projects are expected to be funded partially
through a tax credit sale covering approximately 32% of the expenses. A tax credit sale agreement was executed during September 2024 (see
Note 11).
D. Development of Solar Projects
in Italy –
In connection with the Framework Agreement
executed in December 2019 and further detailed in Note 6.C to the annual financial statements, the construction of the first two solar
plants with an aggregate capacity of approximately 20 MW was completed and the plants were connected to the grid and are currently pending
PAC (preliminary acceptance certificate).
In addition to the aforementioned solar plants
that were connected to the grid, an additional solar plant with an aggregate capacity of approximately 18 MW is in advanced construction
stages and projects with an aggregate capacity of 195 MW reached RTB (“ready to build”) status, of which projects with an
with an aggregate capacity of approximately 20 MW reached RTB (“ready to build”) status following the balance sheet date.
E. Project Finance for the Ellomay
Solar Plant in Spain –
On May 28, 2024, the Company’s
indirectly wholly-owned subsidiary, Ellomay Solar, S.L. (“Ellomay Solar”), which owns a 28 MW solar plant in Talaván,
Cáceres, Spain that was connected to the grid in June 2022, entered into and reached financial closing of a project finance arrangement
(the “Project Finance”) with Bankinter, S.A.
The Project Finance is comprised of
two facilities: (i) a senior term loan for an amount of €10 million (the “Term Loan”); and (ii) a revolving facility
for an amount of €500,000 (the “DSRF”). The Project Finance is for a term of 16 years and is repayable in semi-annual
installments (principal and interest). The Project Finance includes a cash sweep mechanism that is expected to reduce the term of the
Project Finance to approximately 13 years.
The Term Loan and DSRF (to the extent
withdrawn) bear an annual interest of Euribor 6-month plus 2.5%. Ellomay Solar entered into swap agreement with respect to the amount
of the Project Finance until June 30, 2037, replacing the Euribor 6-month rate with a fixed 6-month rate of approximately 3%, resulting
in a fixed annual interest rate of approximately 5.5%. The Project Finance provides for mandatory
prepayment upon the occurrence of certain customary events and includes various customary collaterals, representations, warranties and
covenants, including covenants to maintain a Debt Service Cover Ratio (“DSCR”) not lower than 1.05:1, and not to make distributions
unless, among other things: (i) the DSCR is at least 1.20:1.0,
(ii) the first instalment of the Project Finance will be repaid on December 31, 2024, and (iii) no amount under the DSRF has been withdrawn
and not fully repaid.
Upon financial closing Ellomay Solar
withdrew the Term Loan and distributed €9.7 million to Ellomay Luxembourg Holdings S.àr.l, the Company’s wholly-owned
subsidiary and Ellomay Solar’s parent company.
F. Discontinued operation and Disposal
Groups Held for Sale –
On December 31, 2023, the Company executed
an agreement to sell its holdings in the Talmei Yosef solar plant (the “Talmei Agreement”), which represent the entire Israel
solar segment, to Greenlight Fund Limited Partnership and Doral Group Renewable Energy Resources Ltd., in equal parts. The consummation
of the Talmei Agreement was subject to several conditions to closing. Following fulfilment of such conditions, the sale was consummated
on June 3, 2024. The net consideration paid at closing was approximately NIS 42.6 million (approximately €10.6 million as at the
closing date). Proceeds from the sale of the Talmei Yosef solar plant, net of approximately €1.3 million cash and cash equivalents
held by Talmei Yosef at closing, amounted to approximately €9.3 million.
In connection with the sale of the Talmei
Yosef PV Plant, the Company presented the results of the Talmei Yosef PV Plant as a discontinued operation. The assets and liabilities
of the Talmei Yosef solar plant were presented as held for sale as at December 31, 2023.
The segment was not a discontinued operation
or classified as held for sale as at June 30, 2023, therefore, the comparative income statement has been restated to show the discontinued
operation separately from continuing operations.
In 2023, an impairment loss of €2,565
thousand on the re-measurement of the disposal group to the lower of its carrying amount and its fair value based on Talmei Agreement,
based on Talmei Agreement, less costs to sell, has been recognized in the Company’s statement of income. An additional loss of €405
thousand was recognized in the Company’s statement of income for the six months ended June 30, 2024.
Assets of disposal groups
classified as held for sale
| |
December 31 | |
| |
2023 | |
| |
€ in thousands | |
Cash and cash equivalents | |
| 428 | |
Short-term deposits | |
| 12 | |
Receivable from concession project | |
| 23,426 | |
Trade and other receivables | |
| 587 | |
Right-of-use asset | |
| 1,204 | |
Intangible asset | |
| 917 | |
Restricted cash and deposits | |
| 1,694 | |
Long term receivables | |
| 29 | |
Total | |
| 28,297 | |
Liabilities of disposal
groups classified as held for sale
| |
December 31 | |
| |
2023 | |
| |
€ in thousands | |
Trade payables | |
| 39 | |
Other payables | |
| 18 | |
Lease liability | |
| 1,321 | |
Long-term bank loans including current maturities | |
| 13,047 | |
Deferred tax liabilities | |
| 2,717 | |
| |
| 17,142 | |
Results attributable to
discontinued operation
| |
For the five months ended June 3, 2024 | | |
For the six months ended June 30, 2023 | | |
For the year ended December 31, 2023 | |
| |
€ in thousands, except per share data | |
Results of discontinued operation | |
| | |
| | |
| |
Revenue | |
| 278 | | |
| 459 | | |
| 675 | |
Operating expenses | |
| (142 | ) | |
| (183 | ) | |
| (342 | ) |
Depreciation and amortization expenses | |
| (48 | ) | |
| (236 | ) | |
| (461 | ) |
Gross profit (loss) from operating activities | |
| 88 | | |
| 40 | | |
| (128 | ) |
| |
| | | |
| | | |
| | |
General and administrative expenses | |
| (13 | ) | |
| (97 | ) | |
| (33 | ) |
Operating profit (loss) from operating activities | |
| 75 | | |
| (57 | ) | |
| (161 | ) |
| |
| | | |
| | | |
| | |
Financing income | |
| 934 | | |
| 833 | | |
| 1,792 | |
Financing expenses | |
| (530 | ) | |
| (766 | ) | |
| (1,269 | ) |
Financing income, net | |
| 404 | | |
| 67 | | |
| 523 | |
| |
| | | |
| | | |
| | |
Results from operating activities before taxes on income | |
| 479 | | |
| 10 | | |
| 362 | |
| |
| | | |
| | | |
| | |
Taxes on income | |
| (129 | ) | |
| (13 | ) | |
| (247 | ) |
Results from operating activities, net of taxes on income | |
| 350 | | |
| (3 | ) | |
| 115 | |
Loss on adjustment to fair value | |
| (660 | ) | |
| - | | |
| (2,565 | ) |
Foreign currency translation differences for foreign operations that were recognized in profit or loss | |
| 255 | | |
| - | | |
| - | |
Tax benefit on loss from sale of discontinued operation | |
| 134 | | |
| - | | |
| 663 | |
Profit (loss) for the year | |
| 79 | | |
| (3 | ) | |
| (1,787 | ) |
Earnings per share | |
| | | |
| | | |
| | |
Basic earnings (loss) per share | |
| 0.01 | | |
| 0.00 | | |
| (0.14 | ) |
Diluted earnings (loss) per share | |
| 0.01 | | |
| 0.00 | | |
| (0.14 | ) |
| |
| | | |
| | | |
| | |
Cash flows from discontinued operation | |
| | | |
| | | |
| | |
Net cash from operating activities | |
| 1,211 | | |
| 1,211 | | |
| 2,587 | |
Net cash used in investing activities | |
| (264 | ) | |
| (462 | ) | |
| (462 | ) |
Net cash used in financing activities | |
| (41 | ) | |
| (1,143 | ) | |
| (2,127 | ) |
| |
| | | |
| | | |
| | |
Net cash from (used in) discontinued operation | |
| 906 | | |
| (394 | ) | |
| (2 | ) |
|
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v3.24.3
Financial Instruments
|
6 Months Ended |
Jun. 30, 2024 |
Financial Instruments [Abstract] |
|
Financial Instruments |
Note 7 - Financial Instruments
Fair value
(1) Financial
instruments - the composition of the derivatives
| |
June 30, | | |
December 31, | |
| |
2024 | | |
2023 | |
| |
€ in thousands | |
Derivatives presented under current assets | |
| | |
| |
Swap contracts | |
| 283 | | |
| 275 | |
Forward | |
| 199 | | |
| - | |
Financial power swap | |
| 614 | | |
| - | |
| |
| 1,096 | | |
| 275 | |
Derivatives presented under non-current assets | |
| | | |
| | |
Swap contracts | |
| 813 | | |
| 607 | |
Financial power swap | |
| 13,158 | | |
| 10,341 | |
| |
| 13,971 | | |
| 10,948 | |
Derivatives presented under current liabilities | |
| | | |
| | |
Financial power swap | |
| - | | |
| (4,643 | ) |
| |
| - | | |
| (4,643 | ) |
| |
| | | |
| | |
Derivatives presented under non-current liabilities | |
| | | |
| | |
Swap contracts | |
| (25 | ) | |
| - | |
| |
| (25 | ) | |
| - | |
(2) Financial instruments measured at fair value for disclosure purposes only
The carrying amounts of certain financial
assets and liabilities, including cash and cash equivalents, trade receivables, other receivables, other short-term investments, deposits,
derivatives, bank overdraft, short-term loans and borrowings, trade payables and other payables are the same or proximate to their fair
value.
The fair values of the other financial
assets and liabilities, together with the carrying amounts shown in the statement of financial position, are as follows:
| | June 30, 2024 | | | | | | Fair value | | | | | | | | | | | | | | | | | | | | Valuation techniques for | | | | | Carrying | | | | | | | | | | | | determining | | Inputs used to | | | amount | | | Level 1 | | | Level 2 | | | Level 3 | | | fair value | | determine fair value | | | € in thousands | | | | | | Non-current liabilities: | | | | | | | | | | | | | | | | | Debentures | | | 151,385 | | | | 145,920 | | | | | | | | - | | | | | Market price | Loans from banks and others (including current maturities) | | | 289,801 | | | | - | | | | 234,237 | | | | - | | | Discounting future cash flows by the market interest rate on the date of measurement. | | Discount rate of Euribor+ 2%-2.5% with a zero floor, fixed rate for several years 3.1%-6% Linkage to Euribor, 2.75%-4.78% Linkage to Consumer price index in Israel, Floating interest rate based on the Bank of Israel Rate plus a spread of 4.35%, fixed rate of 2.58%-5.5%, Euribor+ 5.27% and 7% Linkage to Consumer price index in Israel. | | | | 441,186 | | | | 145,920 | | | | 234,237 | | | | - | | | | | | | | December 31, 2023 | | | | | | Fair value | | | | | | | | Carrying | | | | | | | | | | | | Valuation Techniques for determining | | Inputs used to | | | amount | | | Level 1 | | | Level 2 | | | Level 3 | | | fair value | | determine fair value | | | € in thousands | | | | | | Non- current liabilities: | | | | | | | | | | | | | | | | | Debentures | | | 140,087 | | | | 134,464 | | | | - | | | | - | | | | | Market price | Loans from banks and others (including current maturities) | | | 281,938 | | | | - | | | | 231,057 | | | | - | | | Discounting future cash flows by the market interest rate on the date of measurement. | | Discount rate of Euribor+ 2% with a zero floor, fixed rate for several years 3.1%-6% Linkage to Euribor, 2.58%-4.78% Linkage to Consumer price index in Israel, Floating interest rate based on the Bank of Israel Rate plus a spread of 4.35%, fixed rate of 2.58%-5.5%, Euribor+ 5.27% and 7% Linkage to Consumer price index in Israel. | | | | 422,025 | | | | 134,464 | | | | 231,057 | | | | - | | | | | |
(3) Fair value hierarchy of financial instruments measured at fair value
The table below presents an analysis
of financial instruments measured at fair value on the temporal basis using valuation methodology in accordance with hierarchy fair value
levels. The various levels are defined as follows:
| ● | Level 1: quoted prices (unadjusted) in active markets for
identical instruments. |
| ● | Level 2: inputs other than quoted prices included within Level
1 that are observable, either directly or indirectly. |
| ● | Level 3: inputs that are not based on observable market data
(unobservable inputs). |
| | June 30, 2024 | | | Level 1 | | | Level 2 | | | Level 3 | | | Total | | | Valuation techniques for | | | € in thousands | | | determining fair value | Swap contracts | | | - | | | | 1,071 | | | | - | | | | 1,071 | | | Fair value is measured by discounting the future cash flows, over the period of the contract and using market interest rates appropriate for similar instruments, including the adjustment required for the parties’ credit risks. | Forward contracts | | | - | | | | 199 | | | | - | | | | 199 | | | Fair value is measured on the basis of discounting the difference between the forward price in the contract and the current forward price for the residual period until redemption using market interest rates appropriate for similar instruments, including the adjustment required for the parties’ credit risks. | Financial power swap | | | - | | | | - | | | | 13,772 | | | | 13,772 | | | Fair value is measured by discounting the future fixed and assessed cash flows over the period of the contract and using market interest rates appropriate for similar instruments. The value is adjusted for the parties’ credit risks. |
There have been no transfers from one
Level to another Level during the six months ended June 30, 2024. | | December 31, 2023 | | | Level 1 | | | Level 2 | | | Level 3 | | | Total | | | Valuation techniques for | | | € in thousands | | | determining fair value | Swap contracts | | | - | | | | 882 | | | | - | | | | 882 | | | Fair value is measured by discounting the future cash flows, over the period of the contract and using market interest rates appropriate for similar instruments, including the adjustment required for the parties’ credit risks. | Financial power swap | | | - | | | | - | | | | 5,698 | | | | 5,698 | | | Fair value is measured by discounting the future fixed and assessed cash flows over the period of the contract and using market interest rates appropriate for similar instruments. The value is adjusted for the parties’ credit risks. |
(4) Level 3 financial instruments carried at fair value
The table hereunder presents a reconciliation
from the beginning balance to the ending balance of financial instruments carried at fair value in level 3 of the fair value hierarchy:
| |
Financial assets | |
| |
Financial power swap | |
| |
€ in thousands | |
Balance as at December 31, 2023 | |
| 5,698 | |
| |
| | |
Total income recognized in profit or loss | |
| (3,898 | ) |
| |
| | |
Total income recognized in other comprehensive income | |
| 11,972 | |
| |
| | |
Balance as at June 30, 2024 | |
| 13,772 | |
|
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v3.24.3
Fixed Assets
|
6 Months Ended |
Jun. 30, 2024 |
Fixed Assets [Abstract] |
|
Fixed assets |
Note 8 - Fixed assets
| |
| | |
| | |
| | |
Office | | |
| |
| |
Solar | | |
Pumped | | |
Biogas | | |
furniture and | | |
| |
| |
plants | | |
storage | | |
installations | | |
equipment | | |
Total | |
| |
€ in thousands | |
Cost | |
| | |
| | |
| | |
| | |
| |
Balance as at January 1, 2024 | |
| *288,207 | | |
| *136,139 | | |
| 38,147 | | |
| 234 | | |
| 462,727 | |
Additions | |
| 37,080 | | |
| 5,460 | | |
| 593 | | |
| 18 | | |
| 43,151 | |
Effect of changes in exchange rates | |
| 266 | | |
| (331 | ) | |
| - | | |
| - | | |
| (65 | ) |
Balance as at June 30, 2024 | |
| 325,553 | | |
| 141,268 | | |
| 38,740 | | |
| 252 | | |
| 505,813 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balance as at January 1, 2023 | |
| *268,474 | | |
| *100,059 | | |
| 36,355 | | |
| 225 | | |
| 405,113 | |
Additions | |
| 19,841 | | |
| 42,099 | | |
| 1,792 | | |
| 27 | | |
| 63,759 | |
Transfer to disposal groups held for sale | |
| - | | |
| - | | |
| - | | |
| (18 | ) | |
| (18 | ) |
Effect of changes in exchange rates | |
| (108 | ) | |
| (6,019 | ) | |
| - | | |
| - | | |
| (6,127 | ) |
Balance as at December 31, 2023 | |
| *288,207 | | |
| *136,139 | | |
| 38,147 | | |
| 234 | | |
| 462,727 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Depreciation | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance as at January 1, 2024 | |
| 42,266 | | |
| - | | |
| 12,296 | | |
| 183 | | |
| 54,745 | |
Depreciation for the period | |
| 6,487 | | |
| - | | |
| 1,429 | | |
| 1 | | |
| 7,917 | |
Effect of changes in exchange rates | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Balance as at June 30, 2024 | |
| 48,753 | | |
| - | | |
| 13,725 | | |
| 184 | | |
| 62,662 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balance as at January 1, 2023 | |
| 29,530 | | |
| - | | |
| 9,652 | | |
| 175 | | |
| 39,357 | |
Depreciation for the year | |
| 12,736 | | |
| - | | |
| 2,644 | | |
| 25 | | |
| 15,405 | |
Transfer to disposal groups held for sale | |
| - | | |
| - | | |
| - | | |
| (18 | ) | |
| (18 | ) |
Effect of changes in exchange rates | |
| - | | |
| - | | |
| - | | |
| 1 | | |
| 1 | |
Balance as at December 31, 2023 | |
| 42,266 | | |
| - | | |
| 12,296 | | |
| 183 | | |
| 54,745 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Carrying amounts | |
| | | |
| | | |
| | | |
| | | |
| | |
As at June 30, 2024 | |
| 276,800 | | |
| 141,268 | | |
| 25,015 | | |
| 68 | | |
| 443,151 | |
As at December 31, 2023 | |
| 245,941 | | |
| 136,139 | | |
| 25,851 | | |
| 51 | | |
| 407,982 | |
| * | Comparative amounts were reclassified, which resulted in €2,491
thousand and €2,412 thousand being reclassified as of December 31, 2023, and as of December 31, 2022, respectively, from pumped
storage to solar plants. |
Acquisition
of fixed assets on credit
As of June 30, 2024, the Company acquired
fixed assets on credit in the amount of €22,077 thousand. The cost of acquisition had not yet been paid at the reporting date.
|
X |
- DefinitionThe entire disclosure for property, plant and equipment.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Name IAS -Number 16 -IssueDate 2024-01-01 -Section Disclosure -URI https://taxonomy.ifrs.org/xifrs-link?type=IAS&num=16&code=ifrs-tx-2024-en-r&doctype=Standard&dita_xref=IAS16_g73-79_TI -URIDate 2024-03-27
+ Details
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ifrs-full_DisclosureOfPropertyPlantAndEquipmentExplanatory |
Namespace Prefix: |
ifrs-full_ |
Data Type: |
dtr-2022:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
ifrs-full_PropertyPlantAndEquipmentAbstract |
Namespace Prefix: |
ifrs-full_ |
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na |
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|
v3.24.3
Operating Segments
|
6 Months Ended |
Jun. 30, 2024 |
Operating Segments [Abstract] |
|
Operating Segments |
Note 9 - Operating Segments
The basis of segmentation and the measurement
basis for the segment profit or loss are the same as that presented in Note 22 regarding operating segments in the annual financial statements.
Segment assets consist of current assets, fixed assets and intangible assets, as included in reports provided regularly to the chief operating
decision maker.
In the six months ended June 30, 2024,
the Company revised the headlines of its segment results to present the results also by geography. The change in presentation did not
impact the segment results and the segment presentation for prior periods has been conformed to the current period segment presentation.
| |
Italy | | |
Spain | | |
USA | | |
Netherlands | | |
Israel | | |
| | |
| | |
| |
| |
| | |
Subsidized Solar | | |
28
MW | | |
Talasol | | |
| | |
| | |
| | |
Manara Pumped | | |
| | |
Total reportable | | |
| |
|
|
Total |
|
| |
Solar | | |
Plants | | |
Solar | | |
Solar | | |
Solar | | |
Biogas | | |
Dorad | | |
Storage | | |
Solar* | | |
segments | | |
Reconciliations | | |
consolidated | |
| |
For
the six months ended June 30, 2024 | |
| |
€
in thousands | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Revenues | |
| 529 | | |
| 1,423 | | |
| 513 | | |
| 8,973 | | |
| - | | |
| 8,018 | | |
| 29,803 | | |
| - | | |
| 278 | | |
| 49,537 | | |
| (30,081 | ) | |
| 19,456 | |
Operating expenses | |
| - | | |
| (273 | ) | |
| (337 | ) | |
| (2,252 | ) | |
| - | | |
| (6,661 | ) | |
| (22,088 | ) | |
| - | | |
| (142 | ) | |
| (31,753 | ) | |
| 22,230 | | |
| (9,523 | ) |
Depreciation
expenses | |
| (1 | ) | |
| (460 | ) | |
| (587 | ) | |
| (5,741 | ) | |
| - | | |
| (1,442 | ) | |
| (2,716 | ) | |
| - | | |
| (48 | ) | |
| (10,995 | ) | |
| 2,764 | | |
| (8,231 | ) |
Gross
profit (loss) | |
| 528 | | |
| 690 | | |
| (411 | ) | |
| 980 | | |
| - | | |
| (85 | ) | |
| 4,999 | | |
| - | | |
| 88 | | |
| 6,789 | | |
| (5,087 | ) | |
| 1,702 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Adjusted gross profit (loss) | |
| 528 | | |
| 690 | | |
| (411 | ) | |
| 980 | | |
| - | | |
| (85 | ) | |
| 4,999 | | |
| - | | |
| 317
1 | | |
| 7,018 | | |
| (5,316 | ) | |
| 1,702 | |
Project development costs | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (2,281 | ) |
General and administrative
expenses | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (3,034 | ) |
Share
of profits of equity accounted investee | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 1,809 | |
Operating
profit (loss) | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (1,804 | ) |
Financing income | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 2,424 | |
Financing income in connection | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
with derivatives and warrants,
net | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 2,852 | |
Financing
expenses | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (7,886 | ) |
Loss before
taxes on Income | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (4,414 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Segment
assets as at June 30, 2024 | |
| 50,898 | | |
| 12,828 | | |
| 19,345 | | |
| 224,778 | | |
| 38,794 | | |
| 31,411 | | |
| 98,481 | | |
| 176,865 | | |
| - | | |
| 653,400 | | |
| (18,618 | ) | |
| 634,782 | |
| * | The results of the Talmei Yosef solar plant are presented as
a discontinued operation. |
| 1 | The gross profit of the Talmei Yosef solar plant located in
Israel is adjusted to include income from the sale of electricity (approximately €1,264 thousand) and depreciation expenses (approximately
€757 thousand) under the fixed asset model, which were not recognized as revenues and depreciation expenses, respectively, under
the financial asset model as per IFRIC 12. |
| |
Italy | | |
Spain | | |
USA | | |
Netherlands | | |
Israel | | |
| | |
| | |
| |
| |
| | |
Subsidized Solar | | |
28 MW | | |
Talasol | | |
| | |
| | |
| | |
Manara Pumped | | |
| | |
Total reportable | | |
| | |
Total | |
| |
Solar | | |
Plants | | |
Solar | | |
Solar | | |
Solar | | |
Biogas | | |
Dorad | | |
Storage | | |
Solar* | | |
segments | | |
Reconciliations | | |
consolidated | |
| |
For the six months ended June 30, 2023 | |
| |
€ in thousands | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Revenues | |
| - | | |
| 1,463 | | |
| 2,080 | | |
| 12,666 | | |
| - | | |
| 8,790 | | |
| 30,305 | | |
| - | | |
| 459 | | |
| 55,763 | | |
| (30,764 | ) | |
| 24,999 | |
Operating expenses | |
| - | | |
| (264 | ) | |
| (882 | ) | |
| (3,125 | ) | |
| - | | |
| (7,574 | ) | |
| (22,588 | ) | |
| - | | |
| (183 | ) | |
| (34,616 | ) | |
| 22,771 | | |
| (11,845 | ) |
Depreciation expenses | |
| (1 | ) | |
| (458 | ) | |
| (469 | ) | |
| (5,684 | ) | |
| - | | |
| (1,204 | ) | |
| (2,871 | ) | |
| - | | |
| (236 | ) | |
| (10,923 | ) | |
| 3,097 | | |
| (7,826 | ) |
Gross profit (loss) | |
| (1 | ) | |
| 741 | | |
| 729 | | |
| 3,857 | | |
| - | | |
| 12 | | |
| 4,846 | | |
| - | | |
| 40 | | |
| 10,224 | | |
| (4,896 | ) | |
| 5,328 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Adjusted gross profit (loss) | |
| (1 | ) | |
| 741 | | |
| 729 | | |
| 3,857 | | |
| - | | |
| 12 | | |
| 4,846 | | |
| - | | |
| 6781 | | |
| 10,862 | | |
| (5,534 | ) | |
| 5,328 | |
Project development costs | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (2,192 | ) |
General and administrative expenses | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (2,816 | ) |
Share of profits of equity accounted investee | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 1,541 | |
Operating profit | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 1,861 | |
Financing income | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 8,188 | |
Financing income in connection | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
with derivatives and warrants, net | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (476 | ) |
Financing expenses | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (6,699 | ) |
Profit before taxes on Income | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 3,350 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Segment assets as at June 30, 2023 ** | |
| 36,183 | | |
| 13,805 | | |
| 20,675 | | |
| 230,428 | | |
| 1,091 | | |
| 31,910 | | |
| 99,033 | | |
| 157,457 | | |
| 31,635 | | |
| 622,217 | | |
| (17,614 | ) | |
| 604,603 | |
| * | The results of the Talmei Yosef solar plant are presented as
a discontinued operation. |
| 1 | The gross profit of the Talmei Yosef solar plant located in
Israel is adjusted to include income from the sale of electricity (approximately €2,032 thousand) and depreciation expenses (approximately
€935 thousand) under the fixed asset model, which were not recognized as revenues and depreciation expenses, respectively, under
the financial asset model as per IFRIC 12. |
| |
Italy | | |
Spain | | |
USA | | |
Netherlands | | |
Israel | | |
| | |
| | |
| |
| |
| | |
Subsidized Solar | | |
28
MW | | |
Talasol | | |
| | |
| | |
| | |
Manara Pumped | | |
| | |
Total reportable | | |
| | |
Total | |
| |
Solar | | |
Plants | | |
Solar | | |
Solar | | |
Solar | | |
Biogas | | |
Dorad | | |
Storage | | |
Solar* | | |
segments | | |
Reconciliations | | |
consolidated | |
| |
For
the year ended December 31, 2023 | |
| |
€
in thousands | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Revenues | |
| - | | |
| 2,791 | | |
| 4,051 | | |
| 24,971 | | |
| - | | |
| 17,021 | | |
| 63,973 | | |
| - | | |
| 675 | | |
| 113,482 | | |
| (64,648 | ) | |
| 48,834 | |
Operating
expenses | |
| - | | |
| (517 | ) | |
| (1,825 | ) | |
| (5,786 | ) | |
| - | | |
| (14,733 | ) | |
| (47,322 | ) | |
| - | | |
| (342 | ) | |
| (70,525 | ) | |
| 47,664 | | |
| (22,861 | ) |
Depreciation
expenses | |
| - | | |
| (912 | ) | |
| (946 | ) | |
| (11,459 | ) | |
| - | | |
| (2,670 | ) | |
| (5,689 | ) | |
| - | | |
| (461 | ) | |
| (22,137 | ) | |
| 6,125 | | |
| (16,012 | ) |
Gross
profit (loss) | |
| - | | |
| 1,362 | | |
| 1,280 | | |
| 7,726 | | |
| - | | |
| (382 | ) | |
| 10,962 | | |
| - | | |
| (128 | ) | |
| 20,820 | | |
| (10,859 | ) | |
| 9,961 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Adjusted
gross profit (loss) | |
| - | | |
| 1,362 | | |
| 1,280 | | |
| 7,726 | | |
| - | | |
| (382 | ) | |
| 10,962 | | |
| - | | |
| 1,223 | 1 | |
| 22,171 | | |
| (12,210 | ) | |
| 9,961 | |
Project
development costs | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (4,465 | ) |
General
and administrative expenses | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (5,283 | ) |
Share
of profits of equity accounted investee | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 4,320 | |
Operating
profit | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 4,533 | |
Financing
income | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 8,747 | |
Financing
income in connection | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
with
derivatives and warrants, net | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 251 | |
Financing
expenses | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (12,555 | ) |
Profit
before taxes on Income | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 976 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Segment
assets as at December 31, 2023 ** | |
| 43,071 | | |
| 12,807 | | |
| 19,691 | | |
| 231,142 | | |
| 6,612 | | |
| 31,164 | | |
| 97,339 | | |
| 172,096 | | |
| 28,297 | | |
| 642,219 | | |
| (29,367 | ) | |
| 612,852 | |
| * | The results of the Talmei Yosef solar plant are presented as
a discontinued operation. |
| 1 | The gross profit of the Talmei Yosef solar plant located in
Israel is adjusted to include income from the sale of electricity (approximately €3,844 thousand) and depreciation expenses (approximately
€1,818 thousand) under the fixed asset model, which were not recognized as revenues and depreciation expenses, respectively, under
the financial asset model as per IFRIC 12. |
|
X |
- DefinitionThe entire disclosure for operating segments.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Name IFRS -Number 8 -IssueDate 2024-01-01 -Section Disclosure -URI https://taxonomy.ifrs.org/xifrs-link?type=IFRS&num=8&code=ifrs-tx-2024-en-r&doctype=Standard&dita_xref=IFRS08_g20-24_TI -URIDate 2024-03-27
+ Details
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ifrs-full_ |
Data Type: |
dtr-2022:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
ifrs-full_DisclosureOfOperatingSegmentsAbstract |
Namespace Prefix: |
ifrs-full_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.3
Leases
|
6 Months Ended |
Jun. 30, 2024 |
Leases [Abstract] |
|
Leases |
Note
10 - Leases
| 1. | Material lease agreements entered into during the period |
Ellomay Solar Italy - Fifteen
leases the land on which it is constructing solar plant in the municipality of Torino,
Verolengo, Piemonte Region, Italy, from a private lessor for a period of 31 years. There
will be a regular annual rent of approximately €73 thousand, not including VAT, and capitalized rents in the total amount of €89
thousand. The annual rent is linked to the Italian CPI. A right-of-use asset in the amount of €1,106 thousand has been recognized
in the statement of financial position in respect of leases of land. A lease liability in the amount of €1,121 thousand has been
recognized in the statement of financial position in respect of such leases of land, out of which an amount of €11 thousand has been
recognized in short-term liabilities.
| |
Netherlands | | |
Italy | | |
Spain | | |
Israel | | |
USA | | |
| |
| |
| | |
| | |
Subsidized Solar Plants | | |
28 MW Solar | | |
| | |
Manara Pumped Storage | | |
| | |
| |
| |
€ in thousands | |
Cost | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Balance as at January 1, 2024 | |
| 20 | | |
| 9,526 | | |
| 977 | | |
| 1,350 | | |
| 7,595 | | |
| 9,425 | | |
| 2,074 | | |
| 30,967 | |
Additions | |
| - | | |
| 1,865 | | |
| 69 | | |
| 83 | | |
| 213 | | |
| 61 | | |
| 24 | | |
| 2,315 | |
Depreciation for the period | |
| (13 | ) | |
| (179 | ) | |
| (45 | ) | |
| (22 | ) | |
| (234 | ) | |
| (215 | ) | |
| (33 | ) | |
| (741 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Effect of changes in exchange rates | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (19 | ) | |
| 72 | | |
| 53 | |
Balance as at June 30, 2024 | |
| 7 | | |
| 11,212 | | |
| 1,001 | | |
| 1,411 | | |
| 7,574 | | |
| 9,252 | | |
| 2,137 | | |
| 32,594 | |
Maturity analysis of the
Company’s lease liabilities
| |
June 30,
2024 | |
| |
€ in thousands | |
Less than one year | |
| 757 | |
One to five years | |
| 3,267 | |
More than five years | |
| 22,352 | |
| |
| | |
Total | |
| 26,376 | |
| |
| | |
Current maturities of lease liability | |
| 757 | |
| |
| | |
Long-term lease liability | |
| 25,619 | |
|
X |
- DefinitionThe entire disclosure for leases.
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v3.24.3
Subsequent Events
|
6 Months Ended |
Jun. 30, 2024 |
Subsequent Events [Abstract] |
|
Subsequent Events |
Note
11 - Subsequent events
Private Placement of Additional
Series F Debentures
In August 2024, the Company issued
in a private placement to Israeli classified investors NIS 52,029,136 par value of its unsecured non-convertible Series F Debentures
(the “Additional Series F Debentures”), at a price of NIS 0.961 per NIS 1 principal amount of the Additional Series F Debentures,
for an aggregate gross consideration of approximately NIS 50 million (approximately €12 million as of the issuance date). Following
completion of the private placement, the aggregate outstanding par value of the Company’s Series F Debentures is NIS 262,029,136.
Texas, USA, Solar Portfolio
In August 2024, the Company’s
indirectly wholly-owned subsidiary, Ellomay Texas Solar Projects, LP. (“Ellomay Texas Solar”) entered into a Revolving Loan
Agreement with Israel Discount Bank of New York (“IDB NY”) for the extension of a $10 million line of credit with a term
of up to one year, bearing an interest rate of Prime Rate minus 0.75% (currently 7.75%) with a minimum Prime Rate of 5%.
The Revolving Loan Agreement includes
various customary representations, warranties and covenants that are similar to the covenants included in the deed of trust governing
the Company’s Series F Debentures.
In September 2024, the Company’s
indirectly wholly-owned subsidiary, Ellomay USA, Inc. (“Ellomay USA”) entered into an agreement for the sale and transfer
of Investment Tax Credits (ITCs) linked to its Fairfield (13.4 MW), Malakoff (13.92 MW), Mexia (11.1 MW), and Talco (10.5 MW) solar projects,
all located in the State of Texas, USA. The agreement was executed with a reputable financial intuition, with vast experience in executing
tax credit transactions.
Through this transaction, the Company
expects to receive approximately $19 million from the sale of Investment Tax Credits, representing approximately 32% of the expected total
portfolio costs. The sale is facilitated under the Inflation Reduction Act’s new transferability provisions, allowing Ellomay to
retain 100% of the operating profits from these projects. Funds from the sale of the ITCs generated from a project will be disbursed after
such project is placed in service and meets the applicable requirements. The agreement includes customary indemnification obligations
(for damages not covered by tax insurance policy), including in connection with certain continued eligibility requirements and scope of
the ITCs, for which the Company provided a guarantee to the purchaser of the ITCs.
Spain, Ellomay Solar and Talasol
Facilities
On July 20, 2024, a fire broke out in
the area between the Talasol Solar facility and the Ellomay Solar facility. Currently, most of the damage was repaired and the solar plants
are connected and operating. The solar plants are insured with policies covering loss of profits and direct and indirect damages,
and the insurance providers have been notified of the fire and the damage. The Company currently expects that the insurance policies will
cover substantially all of the losses and damages, subject to deductibles.
|
X |
- DefinitionThe entire disclosure for events after the reporting period.
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v3.24.3
Accounting Policies, by Policy (Policies)
|
6 Months Ended |
Jun. 30, 2024 |
Accounting Policies [Abstract] |
|
Statement of compliance |
A. Statement
of compliance These condensed consolidated interim
financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting and do not include all of the information
required for full annual financial statements. They should be read in conjunction with the Company’s financial statements as at
and for the year ended December 31, 2023 (hereinafter – “the annual financial statements”). These condensed consolidated interim
financial statements were authorized for issue on September 30, 2024.
|
Use of estimates and judgments |
B. Use
of estimates and judgments The preparation of financial statements
in conformity with IFRS requires management to exercise judgment when making assessments, estimates and assumptions that affect the application
of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. The significant judgments made by management
in applying the Company’s accounting policies and the principal assumptions used in the estimation of uncertainty were the same
as those that applied to the annual financial statements.
|
Initial application of new standards, amendments to standards and interpretations |
C. Initial
application of new standards, amendments to standards and interpretations Amendment to IAS 1, Presentation
of Financial Statements: Classification of Liabilities as Current or Non-Current (hereinafter - the “Amendment”) and subsequent
amendment: Non-Current Liabilities with Covenants (hereinafter - the “Subsequent Amendment”) The Amendment, together with the Subsequent
Amendment to IAS 1 (see hereunder) replaces certain requirements for classifying liabilities as current or non-current. According to the Amendment, a liability
will be classified as non-current when the entity has the right to defer settlement for at least 12 months after the reporting period,
and it “has substance” and is in existence at the end of the reporting period. According to the Subsequent Amendment, as published
in October 2022, covenants with which the entity must comply after the reporting date, do not affect classification of the liability as
current or non-current. Additionally, the Subsequent Amendment adds disclosure requirements for liabilities subject to covenants within
12 months after the reporting date, such as disclosure regarding the nature of the covenants, the date they need to be complied with and
facts and circumstances that indicate the entity may have difficulty complying with the covenants. Furthermore, the Amendment clarifies
that the conversion option of a liability will affect its classification as current or non-current, other than when the conversion option
is recognized as equity. The Amendment and Subsequent Amendment
are effective for reporting periods beginning on or after January 1, 2024. The Amendment and Subsequent Amendment are applicable retrospectively,
including an amendment to comparative data. Application of the Amendment did not have a material effect on the financial statements.
|
New standards, amendments to standards and interpretations not yet adopted |
D. New
standards, amendments to standards and interpretations not yet adopted IFRS 18, Presentation and Disclosure
in Financial Statements This standard replaces IAS 1, Presentation
of Financial Statements. The purpose of the standard is to provide improved structure and content to the financial statements, particularly
the income statement. The standard includes new disclosure
and presentation requirements that were taken from IAS 1, Presentation of Financial Statements, with small changes. As part of the new
disclosure requirements, companies will be required to present two subtotals in the income statement: operating profit and profit before
financing and taxes. Furthermore, for most companies, the results in the income statements will be classified into three categories: operating
profit, profit from investments and profit from financing. In addition to the changes in the structure
of the income statements, the standard also includes a requirement to provide separate disclosure in the financial statements regarding
the use of management-defined performance measures (non-GAAP measures). Furthermore, the standard adds specific guidance for aggregation
and disaggregation of items in the financial statements and in the notes. The standard will encourage companies to avoid classifying items
as ‘other’ (for example, other expenses), and using this classification will lead to additional disclosure requirements. This
standard is effective for reporting periods beginning on or after January 1, 2027 and is applicable retrospectively, with early adoption
permitted. The Company is examining the effects of the standard on its financial statements with no plans for early adoption.
|
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v3.24.3
Restricted Cash and Deposits (Tables)
|
6 Months Ended |
Jun. 30, 2024 |
Restricted Cash and Deposits [Abstract] |
|
Schedule of Restricted Cash and Deposits |
| |
June 30, | | |
December 31, | |
| |
2024 | | |
2023 | |
| |
€ in thousands | |
| |
| | |
| |
Short-term restricted cash | |
| 729 | | |
| 810 | |
| |
| | | |
| | |
Short-term deposits | |
| 2,487 | | |
| 997 | |
| |
| | | |
| | |
Restricted cash and bank deposits, long-term (1) | |
| 17,340 | | |
| 17,386 | |
1. | Deposits used to secure obligations towards the Israeli Electricity Authority for the license for the
pumped-storage project in the Manara Cliff in Israel and to secure obligations under loan agreements. |
|
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v3.24.3
Trade and Other Receivables (Tables)
|
6 Months Ended |
Jun. 30, 2024 |
Trade and Other Receivables [Abstract] |
|
Schedule of Current Assets - Trade and Other receivables |
| |
June 30, | | |
December 31, | |
| |
2024 | | |
2023 | |
| |
€ in thousands | |
Current Assets: | |
| | |
| |
Trade and other receivables: | |
| | |
| |
Government authorities | |
| 4,431 | | |
| 4,851 | |
Income receivable | |
| 3,357 | | |
| 1,013 | |
Interest receivable | |
| 194 | | |
| 221 | |
Advance tax payment | |
| 735 | | |
| 1,028 | |
Trade receivable | |
| 706 | | |
| 205 | |
Inventory | |
| 827 | | |
| 1,170 | |
Loan to others | |
| - | | |
| 1,246 | |
Prepaid expenses and other | |
| 3,290 | | |
| 1,983 | |
| |
| 13,540 | | |
| 11,717 | |
Non-current Assets: | |
| | | |
| | |
Long term receivables | |
| | | |
| | |
Prepaid expenses associated with long term loans | |
| 10,480 | | |
| 9,265 | |
Annual rent deposits | |
| 664 | | |
| 656 | |
Loans to others | |
| 508 | | |
| 509 | |
Other | |
| - | | |
| 16 | |
| |
| 11,652 | | |
| 10,446 | |
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v3.24.3
Investee Companies and Other Investments (Tables)
|
6 Months Ended |
Jun. 30, 2024 |
Investee Companies and Other Investments [Abstract] |
|
Schedule of Assets and Liabilities Disposal Groups Classified as Held for Sale |
Assets of disposal groups
classified as held for sale
| |
December 31 | |
| |
2023 | |
| |
€ in thousands | |
Cash and cash equivalents | |
| 428 | |
Short-term deposits | |
| 12 | |
Receivable from concession project | |
| 23,426 | |
Trade and other receivables | |
| 587 | |
Right-of-use asset | |
| 1,204 | |
Intangible asset | |
| 917 | |
Restricted cash and deposits | |
| 1,694 | |
Long term receivables | |
| 29 | |
Total | |
| 28,297 | |
Liabilities of disposal
groups classified as held for sale
| |
December 31 | |
| |
2023 | |
| |
€ in thousands | |
Trade payables | |
| 39 | |
Other payables | |
| 18 | |
Lease liability | |
| 1,321 | |
Long-term bank loans including current maturities | |
| 13,047 | |
Deferred tax liabilities | |
| 2,717 | |
| |
| 17,142 | |
|
Schedule of Results Attributable to Discontinued Operation |
Results attributable to
discontinued operation
| |
For the five months ended June 3, 2024 | | |
For the six months ended June 30, 2023 | | |
For the year ended December 31, 2023 | |
| |
€ in thousands, except per share data | |
Results of discontinued operation | |
| | |
| | |
| |
Revenue | |
| 278 | | |
| 459 | | |
| 675 | |
Operating expenses | |
| (142 | ) | |
| (183 | ) | |
| (342 | ) |
Depreciation and amortization expenses | |
| (48 | ) | |
| (236 | ) | |
| (461 | ) |
Gross profit (loss) from operating activities | |
| 88 | | |
| 40 | | |
| (128 | ) |
| |
| | | |
| | | |
| | |
General and administrative expenses | |
| (13 | ) | |
| (97 | ) | |
| (33 | ) |
Operating profit (loss) from operating activities | |
| 75 | | |
| (57 | ) | |
| (161 | ) |
| |
| | | |
| | | |
| | |
Financing income | |
| 934 | | |
| 833 | | |
| 1,792 | |
Financing expenses | |
| (530 | ) | |
| (766 | ) | |
| (1,269 | ) |
Financing income, net | |
| 404 | | |
| 67 | | |
| 523 | |
| |
| | | |
| | | |
| | |
Results from operating activities before taxes on income | |
| 479 | | |
| 10 | | |
| 362 | |
| |
| | | |
| | | |
| | |
Taxes on income | |
| (129 | ) | |
| (13 | ) | |
| (247 | ) |
Results from operating activities, net of taxes on income | |
| 350 | | |
| (3 | ) | |
| 115 | |
Loss on adjustment to fair value | |
| (660 | ) | |
| - | | |
| (2,565 | ) |
Foreign currency translation differences for foreign operations that were recognized in profit or loss | |
| 255 | | |
| - | | |
| - | |
Tax benefit on loss from sale of discontinued operation | |
| 134 | | |
| - | | |
| 663 | |
Profit (loss) for the year | |
| 79 | | |
| (3 | ) | |
| (1,787 | ) |
Earnings per share | |
| | | |
| | | |
| | |
Basic earnings (loss) per share | |
| 0.01 | | |
| 0.00 | | |
| (0.14 | ) |
Diluted earnings (loss) per share | |
| 0.01 | | |
| 0.00 | | |
| (0.14 | ) |
| |
| | | |
| | | |
| | |
Cash flows from discontinued operation | |
| | | |
| | | |
| | |
Net cash from operating activities | |
| 1,211 | | |
| 1,211 | | |
| 2,587 | |
Net cash used in investing activities | |
| (264 | ) | |
| (462 | ) | |
| (462 | ) |
Net cash used in financing activities | |
| (41 | ) | |
| (1,143 | ) | |
| (2,127 | ) |
| |
| | | |
| | | |
| | |
Net cash from (used in) discontinued operation | |
| 906 | | |
| (394 | ) | |
| (2 | ) |
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v3.24.3
Financial Instruments (Tables)
|
6 Months Ended |
Jun. 30, 2024 |
Financial Instruments [Abstract] |
|
Schedule of Composition of Derivatives |
Financial
instruments - the composition of the derivatives
| |
June 30, | | |
December 31, | |
| |
2024 | | |
2023 | |
| |
€ in thousands | |
Derivatives presented under current assets | |
| | |
| |
Swap contracts | |
| 283 | | |
| 275 | |
Forward | |
| 199 | | |
| - | |
Financial power swap | |
| 614 | | |
| - | |
| |
| 1,096 | | |
| 275 | |
Derivatives presented under non-current assets | |
| | | |
| | |
Swap contracts | |
| 813 | | |
| 607 | |
Financial power swap | |
| 13,158 | | |
| 10,341 | |
| |
| 13,971 | | |
| 10,948 | |
Derivatives presented under current liabilities | |
| | | |
| | |
Financial power swap | |
| - | | |
| (4,643 | ) |
| |
| - | | |
| (4,643 | ) |
| |
| | | |
| | |
Derivatives presented under non-current liabilities | |
| | | |
| | |
Swap contracts | |
| (25 | ) | |
| - | |
| |
| (25 | ) | |
| - | |
|
Schedule of Fair Values of the Other Financial Assets and Liabilities |
The fair values of the other financial
assets and liabilities, together with the carrying amounts shown in the statement of financial position, are as follows: | | June 30, 2024 | | | | | | Fair value | | | | | | | | | | | | | | | | | | | | Valuation techniques for | | | | | Carrying | | | | | | | | | | | | determining | | Inputs used to | | | amount | | | Level 1 | | | Level 2 | | | Level 3 | | | fair value | | determine fair value | | | € in thousands | | | | | | Non-current liabilities: | | | | | | | | | | | | | | | | | Debentures | | | 151,385 | | | | 145,920 | | | | | | | | - | | | | | Market price | Loans from banks and others (including current maturities) | | | 289,801 | | | | - | | | | 234,237 | | | | - | | | Discounting future cash flows by the market interest rate on the date of measurement. | | Discount rate of Euribor+ 2%-2.5% with a zero floor, fixed rate for several years 3.1%-6% Linkage to Euribor, 2.75%-4.78% Linkage to Consumer price index in Israel, Floating interest rate based on the Bank of Israel Rate plus a spread of 4.35%, fixed rate of 2.58%-5.5%, Euribor+ 5.27% and 7% Linkage to Consumer price index in Israel. | | | | 441,186 | | | | 145,920 | | | | 234,237 | | | | - | | | | | | | | December 31, 2023 | | | | | | Fair value | | | | | | | | Carrying | | | | | | | | | | | | Valuation Techniques for determining | | Inputs used to | | | amount | | | Level 1 | | | Level 2 | | | Level 3 | | | fair value | | determine fair value | | | € in thousands | | | | | | Non- current liabilities: | | | | | | | | | | | | | | | | | Debentures | | | 140,087 | | | | 134,464 | | | | - | | | | - | | | | | Market price | Loans from banks and others (including current maturities) | | | 281,938 | | | | - | | | | 231,057 | | | | - | | | Discounting future cash flows by the market interest rate on the date of measurement. | | Discount rate of Euribor+ 2% with a zero floor, fixed rate for several years 3.1%-6% Linkage to Euribor, 2.58%-4.78% Linkage to Consumer price index in Israel, Floating interest rate based on the Bank of Israel Rate plus a spread of 4.35%, fixed rate of 2.58%-5.5%, Euribor+ 5.27% and 7% Linkage to Consumer price index in Israel. | | | | 422,025 | | | | 134,464 | | | | 231,057 | | | | - | | | | | |
|
Schedule of Fair Value Hierarchy |
The table below presents an analysis
of financial instruments measured at fair value on the temporal basis using valuation methodology in accordance with hierarchy fair value
levels. The various levels are defined as follows: | | June 30, 2024 | | | Level 1 | | | Level 2 | | | Level 3 | | | Total | | | Valuation techniques for | | | € in thousands | | | determining fair value | Swap contracts | | | - | | | | 1,071 | | | | - | | | | 1,071 | | | Fair value is measured by discounting the future cash flows, over the period of the contract and using market interest rates appropriate for similar instruments, including the adjustment required for the parties’ credit risks. | Forward contracts | | | - | | | | 199 | | | | - | | | | 199 | | | Fair value is measured on the basis of discounting the difference between the forward price in the contract and the current forward price for the residual period until redemption using market interest rates appropriate for similar instruments, including the adjustment required for the parties’ credit risks. | Financial power swap | | | - | | | | - | | | | 13,772 | | | | 13,772 | | | Fair value is measured by discounting the future fixed and assessed cash flows over the period of the contract and using market interest rates appropriate for similar instruments. The value is adjusted for the parties’ credit risks. | | | December 31, 2023 | | | Level 1 | | | Level 2 | | | Level 3 | | | Total | | | Valuation techniques for | | | € in thousands | | | determining fair value | Swap contracts | | | - | | | | 882 | | | | - | | | | 882 | | | Fair value is measured by discounting the future cash flows, over the period of the contract and using market interest rates appropriate for similar instruments, including the adjustment required for the parties’ credit risks. | Financial power swap | | | - | | | | - | | | | 5,698 | | | | 5,698 | | | Fair value is measured by discounting the future fixed and assessed cash flows over the period of the contract and using market interest rates appropriate for similar instruments. The value is adjusted for the parties’ credit risks. |
|
Schedule of Reconciliation Financial Instruments Carried at Fair Value |
The table hereunder presents a reconciliation
from the beginning balance to the ending balance of financial instruments carried at fair value in level 3 of the fair value hierarchy:
| |
Financial assets | |
| |
Financial power swap | |
| |
€ in thousands | |
Balance as at December 31, 2023 | |
| 5,698 | |
| |
| | |
Total income recognized in profit or loss | |
| (3,898 | ) |
| |
| | |
Total income recognized in other comprehensive income | |
| 11,972 | |
| |
| | |
Balance as at June 30, 2024 | |
| 13,772 | |
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- DefinitionSchedule of reconciliation financial instruments carried at fair value.
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- DefinitionSchedule of Transactions in Derivative Financial Instruments.
+ References
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- References
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v3.24.3
Fixed Assets (Tables)
|
6 Months Ended |
Jun. 30, 2024 |
Fixed Assets [Abstract] |
|
Schedule of Fixed Assets |
| |
| | |
| | |
| | |
Office | | |
| |
| |
Solar | | |
Pumped | | |
Biogas | | |
furniture and | | |
| |
| |
plants | | |
storage | | |
installations | | |
equipment | | |
Total | |
| |
€ in thousands | |
Cost | |
| | |
| | |
| | |
| | |
| |
Balance as at January 1, 2024 | |
| *288,207 | | |
| *136,139 | | |
| 38,147 | | |
| 234 | | |
| 462,727 | |
Additions | |
| 37,080 | | |
| 5,460 | | |
| 593 | | |
| 18 | | |
| 43,151 | |
Effect of changes in exchange rates | |
| 266 | | |
| (331 | ) | |
| - | | |
| - | | |
| (65 | ) |
Balance as at June 30, 2024 | |
| 325,553 | | |
| 141,268 | | |
| 38,740 | | |
| 252 | | |
| 505,813 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balance as at January 1, 2023 | |
| *268,474 | | |
| *100,059 | | |
| 36,355 | | |
| 225 | | |
| 405,113 | |
Additions | |
| 19,841 | | |
| 42,099 | | |
| 1,792 | | |
| 27 | | |
| 63,759 | |
Transfer to disposal groups held for sale | |
| - | | |
| - | | |
| - | | |
| (18 | ) | |
| (18 | ) |
Effect of changes in exchange rates | |
| (108 | ) | |
| (6,019 | ) | |
| - | | |
| - | | |
| (6,127 | ) |
Balance as at December 31, 2023 | |
| *288,207 | | |
| *136,139 | | |
| 38,147 | | |
| 234 | | |
| 462,727 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Depreciation | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance as at January 1, 2024 | |
| 42,266 | | |
| - | | |
| 12,296 | | |
| 183 | | |
| 54,745 | |
Depreciation for the period | |
| 6,487 | | |
| - | | |
| 1,429 | | |
| 1 | | |
| 7,917 | |
Effect of changes in exchange rates | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Balance as at June 30, 2024 | |
| 48,753 | | |
| - | | |
| 13,725 | | |
| 184 | | |
| 62,662 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balance as at January 1, 2023 | |
| 29,530 | | |
| - | | |
| 9,652 | | |
| 175 | | |
| 39,357 | |
Depreciation for the year | |
| 12,736 | | |
| - | | |
| 2,644 | | |
| 25 | | |
| 15,405 | |
Transfer to disposal groups held for sale | |
| - | | |
| - | | |
| - | | |
| (18 | ) | |
| (18 | ) |
Effect of changes in exchange rates | |
| - | | |
| - | | |
| - | | |
| 1 | | |
| 1 | |
Balance as at December 31, 2023 | |
| 42,266 | | |
| - | | |
| 12,296 | | |
| 183 | | |
| 54,745 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Carrying amounts | |
| | | |
| | | |
| | | |
| | | |
| | |
As at June 30, 2024 | |
| 276,800 | | |
| 141,268 | | |
| 25,015 | | |
| 68 | | |
| 443,151 | |
As at December 31, 2023 | |
| 245,941 | | |
| 136,139 | | |
| 25,851 | | |
| 51 | | |
| 407,982 | |
| * | Comparative amounts were reclassified, which resulted in €2,491
thousand and €2,412 thousand being reclassified as of December 31, 2023, and as of December 31, 2022, respectively, from pumped
storage to solar plants. |
|
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- References
+ Details
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ifrs-full_PropertyPlantAndEquipmentAbstract |
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v3.24.3
Operating Segments (Tables)
|
6 Months Ended |
Jun. 30, 2024 |
Operating Segments [Abstract] |
|
Schedule of Fixed Assets, Net |
The change in presentation did not
impact the segment results and the segment presentation for prior periods has been conformed to the current period segment presentation.
| |
Italy | | |
Spain | | |
USA | | |
Netherlands | | |
Israel | | |
| | |
| | |
| |
| |
| | |
Subsidized Solar | | |
28
MW | | |
Talasol | | |
| | |
| | |
| | |
Manara Pumped | | |
| | |
Total reportable | | |
| |
|
|
Total |
|
| |
Solar | | |
Plants | | |
Solar | | |
Solar | | |
Solar | | |
Biogas | | |
Dorad | | |
Storage | | |
Solar* | | |
segments | | |
Reconciliations | | |
consolidated | |
| |
For
the six months ended June 30, 2024 | |
| |
€
in thousands | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Revenues | |
| 529 | | |
| 1,423 | | |
| 513 | | |
| 8,973 | | |
| - | | |
| 8,018 | | |
| 29,803 | | |
| - | | |
| 278 | | |
| 49,537 | | |
| (30,081 | ) | |
| 19,456 | |
Operating expenses | |
| - | | |
| (273 | ) | |
| (337 | ) | |
| (2,252 | ) | |
| - | | |
| (6,661 | ) | |
| (22,088 | ) | |
| - | | |
| (142 | ) | |
| (31,753 | ) | |
| 22,230 | | |
| (9,523 | ) |
Depreciation
expenses | |
| (1 | ) | |
| (460 | ) | |
| (587 | ) | |
| (5,741 | ) | |
| - | | |
| (1,442 | ) | |
| (2,716 | ) | |
| - | | |
| (48 | ) | |
| (10,995 | ) | |
| 2,764 | | |
| (8,231 | ) |
Gross
profit (loss) | |
| 528 | | |
| 690 | | |
| (411 | ) | |
| 980 | | |
| - | | |
| (85 | ) | |
| 4,999 | | |
| - | | |
| 88 | | |
| 6,789 | | |
| (5,087 | ) | |
| 1,702 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Adjusted gross profit (loss) | |
| 528 | | |
| 690 | | |
| (411 | ) | |
| 980 | | |
| - | | |
| (85 | ) | |
| 4,999 | | |
| - | | |
| 317
1 | | |
| 7,018 | | |
| (5,316 | ) | |
| 1,702 | |
Project development costs | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (2,281 | ) |
General and administrative
expenses | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (3,034 | ) |
Share
of profits of equity accounted investee | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 1,809 | |
Operating
profit (loss) | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (1,804 | ) |
Financing income | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 2,424 | |
Financing income in connection | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
with derivatives and warrants,
net | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 2,852 | |
Financing
expenses | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (7,886 | ) |
Loss before
taxes on Income | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (4,414 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Segment
assets as at June 30, 2024 | |
| 50,898 | | |
| 12,828 | | |
| 19,345 | | |
| 224,778 | | |
| 38,794 | | |
| 31,411 | | |
| 98,481 | | |
| 176,865 | | |
| - | | |
| 653,400 | | |
| (18,618 | ) | |
| 634,782 | |
| * | The results of the Talmei Yosef solar plant are presented as
a discontinued operation. |
| 1 | The gross profit of the Talmei Yosef solar plant located in
Israel is adjusted to include income from the sale of electricity (approximately €1,264 thousand) and depreciation expenses (approximately
€757 thousand) under the fixed asset model, which were not recognized as revenues and depreciation expenses, respectively, under
the financial asset model as per IFRIC 12. |
| |
Italy | | |
Spain | | |
USA | | |
Netherlands | | |
Israel | | |
| | |
| | |
| |
| |
| | |
Subsidized Solar | | |
28 MW | | |
Talasol | | |
| | |
| | |
| | |
Manara Pumped | | |
| | |
Total reportable | | |
| | |
Total | |
| |
Solar | | |
Plants | | |
Solar | | |
Solar | | |
Solar | | |
Biogas | | |
Dorad | | |
Storage | | |
Solar* | | |
segments | | |
Reconciliations | | |
consolidated | |
| |
For the six months ended June 30, 2023 | |
| |
€ in thousands | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Revenues | |
| - | | |
| 1,463 | | |
| 2,080 | | |
| 12,666 | | |
| - | | |
| 8,790 | | |
| 30,305 | | |
| - | | |
| 459 | | |
| 55,763 | | |
| (30,764 | ) | |
| 24,999 | |
Operating expenses | |
| - | | |
| (264 | ) | |
| (882 | ) | |
| (3,125 | ) | |
| - | | |
| (7,574 | ) | |
| (22,588 | ) | |
| - | | |
| (183 | ) | |
| (34,616 | ) | |
| 22,771 | | |
| (11,845 | ) |
Depreciation expenses | |
| (1 | ) | |
| (458 | ) | |
| (469 | ) | |
| (5,684 | ) | |
| - | | |
| (1,204 | ) | |
| (2,871 | ) | |
| - | | |
| (236 | ) | |
| (10,923 | ) | |
| 3,097 | | |
| (7,826 | ) |
Gross profit (loss) | |
| (1 | ) | |
| 741 | | |
| 729 | | |
| 3,857 | | |
| - | | |
| 12 | | |
| 4,846 | | |
| - | | |
| 40 | | |
| 10,224 | | |
| (4,896 | ) | |
| 5,328 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Adjusted gross profit (loss) | |
| (1 | ) | |
| 741 | | |
| 729 | | |
| 3,857 | | |
| - | | |
| 12 | | |
| 4,846 | | |
| - | | |
| 6781 | | |
| 10,862 | | |
| (5,534 | ) | |
| 5,328 | |
Project development costs | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (2,192 | ) |
General and administrative expenses | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (2,816 | ) |
Share of profits of equity accounted investee | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 1,541 | |
Operating profit | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 1,861 | |
Financing income | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 8,188 | |
Financing income in connection | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
with derivatives and warrants, net | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (476 | ) |
Financing expenses | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (6,699 | ) |
Profit before taxes on Income | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 3,350 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Segment assets as at June 30, 2023 ** | |
| 36,183 | | |
| 13,805 | | |
| 20,675 | | |
| 230,428 | | |
| 1,091 | | |
| 31,910 | | |
| 99,033 | | |
| 157,457 | | |
| 31,635 | | |
| 622,217 | | |
| (17,614 | ) | |
| 604,603 | |
| 1 | The gross profit of the Talmei Yosef solar plant located in
Israel is adjusted to include income from the sale of electricity (approximately €2,032 thousand) and depreciation expenses (approximately
€935 thousand) under the fixed asset model, which were not recognized as revenues and depreciation expenses, respectively, under
the financial asset model as per IFRIC 12. |
| |
Italy | | |
Spain | | |
USA | | |
Netherlands | | |
Israel | | |
| | |
| | |
| |
| |
| | |
Subsidized Solar | | |
28
MW | | |
Talasol | | |
| | |
| | |
| | |
Manara Pumped | | |
| | |
Total reportable | | |
| | |
Total | |
| |
Solar | | |
Plants | | |
Solar | | |
Solar | | |
Solar | | |
Biogas | | |
Dorad | | |
Storage | | |
Solar* | | |
segments | | |
Reconciliations | | |
consolidated | |
| |
For
the year ended December 31, 2023 | |
| |
€
in thousands | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Revenues | |
| - | | |
| 2,791 | | |
| 4,051 | | |
| 24,971 | | |
| - | | |
| 17,021 | | |
| 63,973 | | |
| - | | |
| 675 | | |
| 113,482 | | |
| (64,648 | ) | |
| 48,834 | |
Operating
expenses | |
| - | | |
| (517 | ) | |
| (1,825 | ) | |
| (5,786 | ) | |
| - | | |
| (14,733 | ) | |
| (47,322 | ) | |
| - | | |
| (342 | ) | |
| (70,525 | ) | |
| 47,664 | | |
| (22,861 | ) |
Depreciation
expenses | |
| - | | |
| (912 | ) | |
| (946 | ) | |
| (11,459 | ) | |
| - | | |
| (2,670 | ) | |
| (5,689 | ) | |
| - | | |
| (461 | ) | |
| (22,137 | ) | |
| 6,125 | | |
| (16,012 | ) |
Gross
profit (loss) | |
| - | | |
| 1,362 | | |
| 1,280 | | |
| 7,726 | | |
| - | | |
| (382 | ) | |
| 10,962 | | |
| - | | |
| (128 | ) | |
| 20,820 | | |
| (10,859 | ) | |
| 9,961 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Adjusted
gross profit (loss) | |
| - | | |
| 1,362 | | |
| 1,280 | | |
| 7,726 | | |
| - | | |
| (382 | ) | |
| 10,962 | | |
| - | | |
| 1,223 | 1 | |
| 22,171 | | |
| (12,210 | ) | |
| 9,961 | |
Project
development costs | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (4,465 | ) |
General
and administrative expenses | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (5,283 | ) |
Share
of profits of equity accounted investee | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 4,320 | |
Operating
profit | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 4,533 | |
Financing
income | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 8,747 | |
Financing
income in connection | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
with
derivatives and warrants, net | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 251 | |
Financing
expenses | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (12,555 | ) |
Profit
before taxes on Income | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 976 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Segment
assets as at December 31, 2023 ** | |
| 43,071 | | |
| 12,807 | | |
| 19,691 | | |
| 231,142 | | |
| 6,612 | | |
| 31,164 | | |
| 97,339 | | |
| 172,096 | | |
| 28,297 | | |
| 642,219 | | |
| (29,367 | ) | |
| 612,852 | |
| 1 | The gross profit of the Talmei Yosef solar plant located in
Israel is adjusted to include income from the sale of electricity (approximately €3,844 thousand) and depreciation expenses (approximately
€1,818 thousand) under the fixed asset model, which were not recognized as revenues and depreciation expenses, respectively, under
the financial asset model as per IFRIC 12. |
|
X |
- DefinitionThe disclosure of geographical information.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Name IFRS -Number 8 -IssueDate 2024-01-01 -Paragraph 33 -URI https://taxonomy.ifrs.org/xifrs-link?type=IFRS&num=8&code=ifrs-tx-2024-en-r&anchor=para_33&doctype=Standard -URIDate 2024-03-27
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v3.24.3
Leases (Tables)
|
6 Months Ended |
Jun. 30, 2024 |
Leases [Abstract] |
|
Schedule of Right-of-use Assets |
Right-of-use assets
| |
Netherlands | | |
Italy | | |
Spain | | |
Israel | | |
USA | | |
| |
| |
| | |
| | |
Subsidized Solar Plants | | |
28 MW Solar | | |
| | |
Manara Pumped Storage | | |
| | |
| |
| |
€ in thousands | |
Cost | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Balance as at January 1, 2024 | |
| 20 | | |
| 9,526 | | |
| 977 | | |
| 1,350 | | |
| 7,595 | | |
| 9,425 | | |
| 2,074 | | |
| 30,967 | |
Additions | |
| - | | |
| 1,865 | | |
| 69 | | |
| 83 | | |
| 213 | | |
| 61 | | |
| 24 | | |
| 2,315 | |
Depreciation for the period | |
| (13 | ) | |
| (179 | ) | |
| (45 | ) | |
| (22 | ) | |
| (234 | ) | |
| (215 | ) | |
| (33 | ) | |
| (741 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Effect of changes in exchange rates | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (19 | ) | |
| 72 | | |
| 53 | |
Balance as at June 30, 2024 | |
| 7 | | |
| 11,212 | | |
| 1,001 | | |
| 1,411 | | |
| 7,574 | | |
| 9,252 | | |
| 2,137 | | |
| 32,594 | |
|
Schedule of Maturity Analysis of Company's Lease Liabilities |
Maturity analysis of the
Company’s lease liabilities
| |
June 30,
2024 | |
| |
€ in thousands | |
Less than one year | |
| 757 | |
One to five years | |
| 3,267 | |
More than five years | |
| 22,352 | |
| |
| | |
Total | |
| 26,376 | |
| |
| | |
Current maturities of lease liability | |
| 757 | |
| |
| | |
Long-term lease liability | |
| 25,619 | |
|
X |
- DefinitionThe disclosure of a maturity analysis of operating lease payments. Operating lease is a lease that does not transfer substantially all the risks and rewards incidental to ownership of an underlying asset.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Name IFRS -Number 16 -IssueDate 2024-01-01 -Paragraph 97 -URI https://taxonomy.ifrs.org/xifrs-link?type=IFRS&num=16&code=ifrs-tx-2024-en-r&anchor=para_97&doctype=Standard -URIDate 2024-03-27
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v3.24.3
General (Details) ₪ / shares in Units, $ / shares in Units, € in Thousands, $ in Thousands |
|
6 Months Ended |
|
|
|
|
|
|
|
|
|
|
|
|
Apr. 17, 2024
EUR (€)
|
Apr. 17, 2024
ILS (₪)
|
Jun. 30, 2024
EUR (€)
|
Jun. 30, 2024
USD ($)
|
Jun. 30, 2024
ILS (₪)
|
Mar. 31, 2030 |
Mar. 31, 2029 |
Mar. 31, 2028 |
Mar. 31, 2027 |
Sep. 30, 2024 |
Jun. 30, 2024
USD ($)
|
Apr. 17, 2024
$ / shares
|
Apr. 17, 2024
₪ / shares
|
Mar. 31, 2024 |
Jan. 16, 2024
ILS (₪)
₪ / shares
shares
|
Dec. 31, 2023
EUR (€)
|
Dec. 31, 2023
USD ($)
|
[1] |
Jun. 30, 2023
EUR (€)
|
Dec. 31, 2022
EUR (€)
|
General [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal amount (in New Shekels) | € |
|
|
€ 10,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Price per share | (per share) |
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.946
|
₪ 1
|
|
|
|
|
|
|
Offering, net |
|
|
40,000
|
|
₪ 165,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross proceeds (in New Shekels) | ₪ |
|
|
|
|
81,600,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consideration amount |
|
|
€ 10,600
|
|
₪ 42.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding par value of Debentures (in New Shekels per share) | ₪ / shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
210
|
|
|
|
|
|
|
Principal payment inerest rate |
|
|
3.00%
|
|
|
|
|
|
|
|
3.00%
|
|
|
|
|
|
|
|
2.50%
|
|
Increase in annual interest rate |
|
|
0.25%
|
0.25%
|
0.25%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease in annual interest rate |
|
|
0.75%
|
0.75%
|
0.75%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayment provision adjustments |
|
|
Adjusted Balance Sheet Equity, on a consolidated basis, plus the Series F Net Financial Debt (hereinafter - the “Series
F CAP, Net”), to which we refer herein as the Series F Ratio of Net Financial Debt to Series F CAP, Net, shall not exceed the rate
of 65% for three consecutive quarters for purposes of the immediate repayment provision and shall not exceed a rate of 60% for purposes
of the update of the annual interest provision
|
Adjusted Balance Sheet Equity, on a consolidated basis, plus the Series F Net Financial Debt (hereinafter - the “Series
F CAP, Net”), to which we refer herein as the Series F Ratio of Net Financial Debt to Series F CAP, Net, shall not exceed the rate
of 65% for three consecutive quarters for purposes of the immediate repayment provision and shall not exceed a rate of 60% for purposes
of the update of the annual interest provision
|
Adjusted Balance Sheet Equity, on a consolidated basis, plus the Series F Net Financial Debt (hereinafter - the “Series
F CAP, Net”), to which we refer herein as the Series F Ratio of Net Financial Debt to Series F CAP, Net, shall not exceed the rate
of 65% for three consecutive quarters for purposes of the immediate repayment provision and shall not exceed a rate of 60% for purposes
of the update of the annual interest provision
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributable profit percentage |
|
|
60.00%
|
60.00%
|
60.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity (in Euro) |
|
|
€ 127,477
|
|
|
|
|
|
|
|
$ 136,335
|
[1] |
|
|
|
|
€ 125,099
|
$ 133,795
|
€ 118,840
|
€ 83,077
|
Percentage of equity on consolidated basis |
|
|
58.00%
|
|
|
|
|
|
|
|
58.00%
|
|
|
|
|
|
|
|
|
|
Groen Gas Goor B.V. [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Green gas production capacity per year (in Dollars) | $ |
|
|
|
$ 3,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Groen Gas Oude-Tonge B.V. [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Green gas production capacity per year (in Dollars) | $ |
|
|
|
3,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Groen Gas Gelderland B.V. [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Green gas production capacity per year (in Dollars) | $ |
|
|
|
$ 9,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Talasol Solar Plant [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayment provision adjustments |
|
|
PPA executed in
connection with the Talasol solar plant, and interest rates), on a consolidated basis, shall not be less than €77 million for two
consecutive quarters for purposes of the immediate repayment provision and shall not be less than €82 for purposes of the update
of the annual interest provision
|
PPA executed in
connection with the Talasol solar plant, and interest rates), on a consolidated basis, shall not be less than €77 million for two
consecutive quarters for purposes of the immediate repayment provision and shall not be less than €82 for purposes of the update
of the annual interest provision
|
PPA executed in
connection with the Talasol solar plant, and interest rates), on a consolidated basis, shall not be less than €77 million for two
consecutive quarters for purposes of the immediate repayment provision and shall not be less than €82 for purposes of the update
of the annual interest provision
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares (in Shares) | shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,020,000
|
|
|
|
|
Price per share | ₪ / shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
₪ 80
|
|
|
|
|
Series F Debentures [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal amount (in New Shekels) | ₪ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
₪ 170,000,000
|
|
|
|
|
Price per share | ₪ / shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
₪ 40,000,000
|
|
|
|
|
|
|
Consideration amount |
€ 9,400
|
₪ 37,800,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal payment inerest rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.50%
|
|
|
|
|
|
Equity (in Euro) | € |
|
|
€ 94,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proposed Debentures [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal payment inerest rate |
|
|
|
|
|
15.00%
|
25.00%
|
30.00%
|
30.00%
|
5.50%
|
|
|
|
|
|
|
|
|
|
|
Talasol [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proportion of ownership interest |
|
|
51.00%
|
51.00%
|
51.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dorad Energy Ltd [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proportion of ownership interest |
|
|
9.375%
|
9.375%
|
9.375%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ellomay Pumped Storage [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proportion of ownership interest |
|
|
83.333%
|
83.333%
|
83.333%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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v3.24.3
Trade and Other Receivables (Details) - Schedule of Current Assets - Trade and Other receivables € in Thousands, $ in Thousands |
Jun. 30, 2024
EUR (€)
|
Jun. 30, 2024
USD ($)
|
[1] |
Dec. 31, 2023
EUR (€)
|
Trade and other receivables: |
|
|
|
Government authorities |
€ 4,431
|
|
€ 4,851
|
Income receivable |
3,357
|
|
1,013
|
Interest receivable |
194
|
|
221
|
Advance tax payment |
735
|
|
1,028
|
Trade receivable |
706
|
|
205
|
Inventory |
827
|
|
1,170
|
Loan to others |
|
|
1,246
|
Prepaid expenses and other |
3,290
|
|
1,983
|
Total Current Assets |
13,540
|
$ 14,481
|
11,717
|
Long term receivables |
|
|
|
Prepaid expenses associated with long term loans |
10,480
|
|
9,265
|
Annual rent deposits |
664
|
|
656
|
Loans to others |
508
|
|
509
|
Other |
|
|
16
|
Total Non Current Assets |
€ 11,652
|
|
€ 10,446
|
|
|
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v3.24.3
Investee Companies and Other Investments (Details) $ in Thousands |
1 Months Ended |
6 Months Ended |
Nov. 30, 2010 |
Jun. 30, 2024
EUR (€)
|
Jun. 30, 2024
ILS (₪)
|
Jun. 30, 2023
USD ($)
|
Investee Companies and Other Investments [Line Items] |
|
|
|
|
Aggregate amount |
|
€ 42,000,000
|
₪ 170,000,000
|
|
Cost of development and construction |
|
€ 63,000,000
|
|
|
Expenses percentage |
|
32.00%
|
|
|
Loan |
|
€ 10,000,000
|
|
|
Interest rate on loan |
|
3.00%
|
|
2.50%
|
Net consideration paid |
|
€ 10,600,000
|
42.6
|
|
Cash and cash equivalents |
|
9,300,000
|
|
|
Impairment loss (in Dollars) | $ |
|
|
|
$ 2,565
|
Additional loss recognized |
|
405
|
|
|
Talmei Yosef solar plant [Member] |
|
|
|
|
Investee Companies and Other Investments [Line Items] |
|
|
|
|
Cash and cash equivalents |
|
1,300,000
|
|
|
DSRF [Member] |
|
|
|
|
Investee Companies and Other Investments [Line Items] |
|
|
|
|
Loan |
|
500,000
|
|
|
Ellomay Luxembourg [Member] |
|
|
|
|
Investee Companies and Other Investments [Line Items] |
|
|
|
|
Loan |
|
€ 9,700,000
|
|
|
DSRF [Member] |
|
|
|
|
Investee Companies and Other Investments [Line Items] |
|
|
|
|
Interest rate on loan |
|
5.50%
|
|
|
Ellomay Luzon Energy [Member] |
|
|
|
|
Investee Companies and Other Investments [Line Items] |
|
|
|
|
Percentage of share capital holds |
50.00%
|
|
|
|
Dorad Energy Ltd [Member] |
|
|
|
|
Investee Companies and Other Investments [Line Items] |
|
|
|
|
Percentage of share capital holds |
18.75%
|
|
|
|
Dorad [Member] |
|
|
|
|
Investee Companies and Other Investments [Line Items] |
|
|
|
|
Indirect share of guarantees shareholders |
|
€ 4,000,000
|
₪ 16,000,000
|
|
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v3.24.3
Investee Companies and Other Investments (Details) - Schedule of Results Attributable to Discontinued Operation - Discontinued Operations [Member] € in Thousands |
5 Months Ended |
6 Months Ended |
12 Months Ended |
Jun. 03, 2024
EUR (€)
|
Jun. 03, 2024
$ / shares
|
Jun. 30, 2023
EUR (€)
|
Jun. 30, 2023
$ / shares
|
Dec. 31, 2023
EUR (€)
|
Dec. 31, 2023
$ / shares
|
Results of discontinued operation |
|
|
|
|
|
|
Revenue |
€ 278
|
|
€ 459
|
|
€ 675
|
|
Operating expenses |
(142)
|
|
(183)
|
|
(342)
|
|
Depreciation and amortization expenses |
(48)
|
|
(236)
|
|
(461)
|
|
Gross profit (loss) from operating activities |
88
|
|
40
|
|
(128)
|
|
General and administrative expenses |
(13)
|
|
(97)
|
|
(33)
|
|
Operating profit (loss) from operating activities |
75
|
|
(57)
|
|
(161)
|
|
Financing income |
934
|
|
833
|
|
1,792
|
|
Financing expenses |
(530)
|
|
(766)
|
|
(1,269)
|
|
Financing income, net |
404
|
|
67
|
|
523
|
|
Results from operating activities before taxes on income |
479
|
|
10
|
|
362
|
|
Taxes on income |
(129)
|
|
(13)
|
|
(247)
|
|
Results from operating activities, net of taxes on income |
350
|
|
(3)
|
|
115
|
|
Loss on adjustment to fair value |
(660)
|
|
|
|
(2,565)
|
|
Foreign currency translation differences for foreign operations that were recognized in profit or loss |
255
|
|
|
|
|
|
Tax benefit on loss from sale of discontinued operation |
134
|
|
|
|
663
|
|
Profit (loss) for the year |
79
|
|
(3)
|
|
(1,787)
|
|
Earnings per share |
|
|
|
|
|
|
Basic earnings (loss) per share (in Dollars per share) | $ / shares |
|
$ 0.01
|
|
$ 0
|
|
$ (0.14)
|
Diluted earnings (loss) per share (in Dollars per share) | $ / shares |
|
$ 0.01
|
|
$ 0
|
|
$ (0.14)
|
Cash flows from discontinued operation |
|
|
|
|
|
|
Net cash from operating activities |
1,211
|
|
1,211
|
|
2,587
|
|
Net cash used in investing activities |
(264)
|
|
(462)
|
|
(462)
|
|
Net cash used in financing activities |
(41)
|
|
(1,143)
|
|
(2,127)
|
|
Net cash from (used in) discontinued operation |
€ 906
|
|
€ (394)
|
|
€ (2)
|
|
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v3.24.3
Financial Instruments (Details) - Schedule of Composition of Derivatives € in Thousands, $ in Thousands |
Jun. 30, 2024
EUR (€)
|
Jun. 30, 2024
USD ($)
|
[1] |
Dec. 31, 2023
EUR (€)
|
Derivatives presented under current assets |
|
|
|
Derivatives presented under current assets |
€ 1,096
|
$ 1,172
|
€ 275
|
Derivatives presented under non-current assets |
|
|
|
Derivatives presented under non-current assets |
13,971
|
14,942
|
10,948
|
Derivatives presented under current liabilities |
|
|
|
Derivatives presented under current liabilities |
|
|
(4,643)
|
Derivatives presented under non-current liabilities |
|
|
|
Derivatives presented under non-current liabilities |
(25)
|
$ (27)
|
|
Swap contracts [Member] |
|
|
|
Derivatives presented under current assets |
|
|
|
Derivatives presented under current assets |
283
|
|
275
|
Derivatives presented under non-current assets |
|
|
|
Derivatives presented under non-current assets |
813
|
|
607
|
Derivatives presented under non-current liabilities |
|
|
|
Derivatives presented under non-current liabilities |
(25)
|
|
|
Forward [Member] |
|
|
|
Derivatives presented under current assets |
|
|
|
Derivatives presented under current assets |
199
|
|
|
Financial power swap [Member] |
|
|
|
Derivatives presented under current assets |
|
|
|
Derivatives presented under current assets |
614
|
|
|
Derivatives presented under non-current assets |
|
|
|
Derivatives presented under non-current assets |
13,158
|
|
10,341
|
Derivatives presented under current liabilities |
|
|
|
Derivatives presented under current liabilities |
|
|
€ (4,643)
|
|
|
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v3.24.3
Financial Instruments (Details) - Schedule of Fair Values of the Other Financial Assets and Liabilities - EUR (€) € in Thousands |
6 Months Ended |
Jun. 30, 2024 |
Dec. 31, 2023 |
Carrying amount [Member] |
|
|
Non-current liabilities: |
|
|
Carrying amount, Debentures |
€ 151,385
|
€ 140,087
|
Carrying amount, Loans from banks and others (including current maturities) |
289,801
|
281,938
|
Carrying amount, Total |
€ 441,186
|
422,025
|
Inputs used to determine fair value [Member] |
|
|
Non-current liabilities: |
|
|
Carrying amount, Inputs used to determine fair value |
Market price
|
|
Inputs used to determine fair value, Loans from banks and others (including current maturities) |
Discount rate of Euribor+ 2%-2.5% with a zero floor, fixed rate for several years 3.1%-6% Linkage to Euribor, 2.75%-4.78% Linkage to Consumer price index in Israel, Floating interest rate based on the Bank of Israel Rate plus a spread of 4.35%, fixed rate of 2.58%-5.5%, Euribor+ 5.27% and 7% Linkage to Consumer price index in Israel.
|
|
Valuation techniques for determining fair value [Member] |
|
|
Non-current liabilities: |
|
|
Valuation techniques for determining fair value, Loans from banks and others (including current maturities) |
Discounting future cash flows by the market interest rate on the date of measurement.
|
|
Level 1 [Member] |
|
|
Non-current liabilities: |
|
|
Carrying amount, Debentures |
€ 145,920
|
134,464
|
Carrying amount, Loans from banks and others (including current maturities) |
|
|
Carrying amount, Total |
145,920
|
134,464
|
Level 3 [Member] |
|
|
Non-current liabilities: |
|
|
Carrying amount, Debentures |
|
|
Carrying amount, Loans from banks and others (including current maturities) |
|
|
Carrying amount, Total |
|
|
Level 2 [Member] |
|
|
Non-current liabilities: |
|
|
Carrying amount, Debentures |
|
|
Carrying amount, Loans from banks and others (including current maturities) |
234,237
|
231,057
|
Carrying amount, Total |
€ 234,237
|
€ 231,057
|
Inputs used to determine fair value [Member] |
|
|
Non-current liabilities: |
|
|
Carrying amount, Inputs used to determine fair value |
|
Market price
|
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|
Discount rate of Euribor+ 2% with a zero floor, fixed rate for several years 3.1%-6% Linkage to Euribor, 2.58%-4.78% Linkage to Consumer price index in Israel, Floating interest rate based on the Bank of Israel Rate plus a spread of 4.35%, fixed rate of 2.58%-5.5%, Euribor+ 5.27% and 7% Linkage to Consumer price index in Israel.
|
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|
|
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|
|
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|
Discounting future cash flows by the market interest rate on the date of measurement.
|
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v3.24.3
Financial Instruments (Details) - Schedule of Fair Value Hierarchy - EUR (€) € in Thousands |
12 Months Ended |
|
Dec. 31, 2023 |
Jun. 30, 2024 |
Swap Contracts [Member] |
|
|
Schedule of Fair Value Hierarchy [Abstract] |
|
|
Fair values hierarchy value |
€ 882
|
€ 1,071
|
Valuation techniques for determining fair value |
Fair value is measured by discounting the future cash flows, over the period of the contract and using market interest rates appropriate for similar instruments, including the adjustment required for the parties’ credit risks.
|
|
Swap Contracts [Member] | Level 1 [Member] |
|
|
Schedule of Fair Value Hierarchy [Abstract] |
|
|
Fair values hierarchy value |
|
|
Swap Contracts [Member] | Level 2 [Member] |
|
|
Schedule of Fair Value Hierarchy [Abstract] |
|
|
Fair values hierarchy value |
882
|
1,071
|
Swap Contracts [Member] | Level 3 [Member] |
|
|
Schedule of Fair Value Hierarchy [Abstract] |
|
|
Fair values hierarchy value |
|
|
Forward contracts [Member] |
|
|
Schedule of Fair Value Hierarchy [Abstract] |
|
|
Fair values hierarchy value |
|
199
|
Valuation techniques for determining fair value |
Fair value is measured on the basis of discounting the difference between the forward price in the contract and the current forward price for the residual period until redemption using market interest rates appropriate for similar instruments, including the adjustment required for the parties’ credit risks.
|
|
Forward contracts [Member] | Level 1 [Member] |
|
|
Schedule of Fair Value Hierarchy [Abstract] |
|
|
Fair values hierarchy value |
|
|
Forward contracts [Member] | Level 2 [Member] |
|
|
Schedule of Fair Value Hierarchy [Abstract] |
|
|
Fair values hierarchy value |
|
199
|
Forward contracts [Member] | Level 3 [Member] |
|
|
Schedule of Fair Value Hierarchy [Abstract] |
|
|
Fair values hierarchy value |
|
|
Financial power swap [Member] |
|
|
Schedule of Fair Value Hierarchy [Abstract] |
|
|
Fair values hierarchy value |
€ 5,698
|
13,772
|
Valuation techniques for determining fair value |
Fair value is measured by discounting the future fixed and assessed cash flows over the period of the contract and using market interest rates appropriate for similar instruments. The value is adjusted for the parties’ credit risks.
|
|
Financial power swap [Member] | Level 1 [Member] |
|
|
Schedule of Fair Value Hierarchy [Abstract] |
|
|
Fair values hierarchy value |
|
|
Financial power swap [Member] | Level 2 [Member] |
|
|
Schedule of Fair Value Hierarchy [Abstract] |
|
|
Fair values hierarchy value |
|
|
Financial power swap [Member] | Level 3 [Member] |
|
|
Schedule of Fair Value Hierarchy [Abstract] |
|
|
Fair values hierarchy value |
€ 5,698
|
€ 13,772
|
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v3.24.3
Fixed Assets (Details) - Schedule of Fixed Assets - USD ($) $ in Thousands |
6 Months Ended |
12 Months Ended |
Jun. 30, 2024 |
Dec. 31, 2023 |
Cost [Member] |
|
|
|
|
Cost |
|
|
|
|
Balance beginning |
|
$ 462,727
|
$ 405,113
|
|
Additions |
|
43,151
|
63,759
|
|
Transfer to disposal groups held for sale |
|
|
(18)
|
|
Effect of changes in exchange rates |
|
(65)
|
(6,127)
|
|
Balance ending |
|
505,813
|
462,727
|
|
Cost [Member] | Solar plants [Member] |
|
|
|
|
Cost |
|
|
|
|
Balance beginning |
[1] |
288,207
|
268,474
|
|
Additions |
|
37,080
|
19,841
|
|
Transfer to disposal groups held for sale |
|
|
|
|
Effect of changes in exchange rates |
|
266
|
(108)
|
|
Balance ending |
|
325,553
|
288,207
|
[1] |
Cost [Member] | Pumped storage [Member] |
|
|
|
|
Cost |
|
|
|
|
Balance beginning |
[1] |
136,139
|
100,059
|
|
Additions |
|
5,460
|
42,099
|
|
Transfer to disposal groups held for sale |
|
|
|
|
Effect of changes in exchange rates |
|
(331)
|
(6,019)
|
|
Balance ending |
|
141,268
|
136,139
|
[1] |
Cost [Member] | Biogas installations [Member] |
|
|
|
|
Cost |
|
|
|
|
Balance beginning |
|
38,147
|
36,355
|
|
Additions |
|
593
|
1,792
|
|
Transfer to disposal groups held for sale |
|
|
|
|
Effect of changes in exchange rates |
|
|
|
|
Balance ending |
|
38,740
|
38,147
|
|
Cost [Member] | Office furniture and equipment [Member] |
|
|
|
|
Cost |
|
|
|
|
Balance beginning |
|
234
|
225
|
|
Additions |
|
18
|
27
|
|
Transfer to disposal groups held for sale |
|
|
(18)
|
|
Effect of changes in exchange rates |
|
|
|
|
Balance ending |
|
252
|
234
|
|
Depreciation [Member] |
|
|
|
|
Cost |
|
|
|
|
Balance beginning |
|
54,745
|
39,357
|
|
Transfer to disposal groups held for sale |
|
|
(18)
|
|
Effect of changes in exchange rates |
|
|
1
|
|
Balance ending |
|
62,662
|
54,745
|
|
Depreciation |
|
|
|
|
Depreciation for the period |
|
7,917
|
15,405
|
|
Depreciation [Member] | Solar plants [Member] |
|
|
|
|
Cost |
|
|
|
|
Balance beginning |
|
42,266
|
29,530
|
|
Transfer to disposal groups held for sale |
|
|
|
|
Effect of changes in exchange rates |
|
|
|
|
Balance ending |
|
48,753
|
42,266
|
|
Depreciation |
|
|
|
|
Depreciation for the period |
|
6,487
|
12,736
|
|
Depreciation [Member] | Pumped storage [Member] |
|
|
|
|
Cost |
|
|
|
|
Balance beginning |
|
|
|
|
Transfer to disposal groups held for sale |
|
|
|
|
Effect of changes in exchange rates |
|
|
|
|
Balance ending |
|
|
|
|
Depreciation |
|
|
|
|
Depreciation for the period |
|
|
|
|
Depreciation [Member] | Biogas installations [Member] |
|
|
|
|
Cost |
|
|
|
|
Balance beginning |
|
12,296
|
9,652
|
|
Transfer to disposal groups held for sale |
|
|
|
|
Effect of changes in exchange rates |
|
|
|
|
Balance ending |
|
13,725
|
12,296
|
|
Depreciation |
|
|
|
|
Depreciation for the period |
|
1,429
|
2,644
|
|
Depreciation [Member] | Office furniture and equipment [Member] |
|
|
|
|
Cost |
|
|
|
|
Balance beginning |
|
183
|
175
|
|
Transfer to disposal groups held for sale |
|
|
(18)
|
|
Effect of changes in exchange rates |
|
|
1
|
|
Balance ending |
|
184
|
183
|
|
Depreciation |
|
|
|
|
Depreciation for the period |
|
1
|
25
|
|
Carrying amounts [Member] |
|
|
|
|
Cost |
|
|
|
|
Balance beginning |
|
407,982
|
|
|
Balance ending |
|
443,151
|
407,982
|
|
Carrying amounts [Member] | Solar plants [Member] |
|
|
|
|
Cost |
|
|
|
|
Balance beginning |
|
245,941
|
|
|
Balance ending |
|
276,800
|
245,941
|
|
Carrying amounts [Member] | Pumped storage [Member] |
|
|
|
|
Cost |
|
|
|
|
Balance beginning |
|
136,139
|
|
|
Balance ending |
|
141,268
|
136,139
|
|
Carrying amounts [Member] | Biogas installations [Member] |
|
|
|
|
Cost |
|
|
|
|
Balance beginning |
|
25,851
|
|
|
Balance ending |
|
25,015
|
25,851
|
|
Carrying amounts [Member] | Office furniture and equipment [Member] |
|
|
|
|
Cost |
|
|
|
|
Balance beginning |
|
51
|
|
|
Balance ending |
|
$ 68
|
$ 51
|
|
|
|
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v3.24.3
Operating Segments (Details) - Schedule of Segment Adjusted Gross Profit - EUR (€) € in Thousands |
6 Months Ended |
12 Months Ended |
Jun. 30, 2024 |
Jun. 30, 2023 |
Dec. 31, 2023 |
Italy Solar [Member] |
|
|
|
|
|
|
|
Schedule of Segment Adjusted Gross Profit [Line Items] |
|
|
|
|
|
|
|
Revenues |
|
€ 529
|
|
|
|
|
|
Operating expenses |
|
|
|
|
|
|
|
Depreciation expenses |
|
(1)
|
|
(1)
|
|
|
|
Gross profit (loss) |
|
528
|
|
(1)
|
|
|
|
Adjusted gross profit (loss) |
|
528
|
|
(1)
|
|
|
|
Segment assets |
|
50,898
|
|
36,183
|
[1] |
43,071
|
[1] |
Spain Solar [Member] |
|
|
|
|
|
|
|
Schedule of Segment Adjusted Gross Profit [Line Items] |
|
|
|
|
|
|
|
Revenues |
|
1,423
|
|
1,463
|
|
2,791
|
|
Operating expenses |
|
(273)
|
|
(264)
|
|
(517)
|
|
Depreciation expenses |
|
(460)
|
|
(458)
|
|
(912)
|
|
Gross profit (loss) |
|
690
|
|
741
|
|
1,362
|
|
Adjusted gross profit (loss) |
|
690
|
|
741
|
|
1,362
|
|
Segment assets |
|
12,828
|
|
13,805
|
[1] |
12,807
|
[1] |
Ellomay Solar Spain [Member] |
|
|
|
|
|
|
|
Schedule of Segment Adjusted Gross Profit [Line Items] |
|
|
|
|
|
|
|
Revenues |
|
513
|
|
2,080
|
|
4,051
|
|
Operating expenses |
|
(337)
|
|
(882)
|
|
(1,825)
|
|
Depreciation expenses |
|
(587)
|
|
(469)
|
|
(946)
|
|
Gross profit (loss) |
|
(411)
|
|
729
|
|
1,280
|
|
Adjusted gross profit (loss) |
|
(411)
|
|
729
|
|
1,280
|
|
Segment assets |
|
19,345
|
|
20,675
|
[1] |
19,691
|
[1] |
Talasol Solar Spain [Member] |
|
|
|
|
|
|
|
Schedule of Segment Adjusted Gross Profit [Line Items] |
|
|
|
|
|
|
|
Revenues |
|
8,973
|
|
12,666
|
|
24,971
|
|
Operating expenses |
|
(2,252)
|
|
(3,125)
|
|
(5,786)
|
|
Depreciation expenses |
|
(5,741)
|
|
(5,684)
|
|
(11,459)
|
|
Gross profit (loss) |
|
980
|
|
3,857
|
|
7,726
|
|
Adjusted gross profit (loss) |
|
980
|
|
3,857
|
|
7,726
|
|
Segment assets |
|
224,778
|
|
230,428
|
[1] |
231,142
|
[1] |
USA Solar [Member] |
|
|
|
|
|
|
|
Schedule of Segment Adjusted Gross Profit [Line Items] |
|
|
|
|
|
|
|
Revenues |
|
|
|
|
|
|
|
Operating expenses |
|
|
|
|
|
|
|
Depreciation expenses |
|
|
|
|
|
|
|
Gross profit (loss) |
|
|
|
|
|
|
|
Adjusted gross profit (loss) |
|
|
|
|
|
|
|
Segment assets |
|
38,794
|
|
1,091
|
[1] |
6,612
|
[1] |
Bio Gas Netherland [Member] |
|
|
|
|
|
|
|
Schedule of Segment Adjusted Gross Profit [Line Items] |
|
|
|
|
|
|
|
Revenues |
|
8,018
|
|
8,790
|
|
17,021
|
|
Operating expenses |
|
(6,661)
|
|
(7,574)
|
|
(14,733)
|
|
Depreciation expenses |
|
(1,442)
|
|
(1,204)
|
|
(2,670)
|
|
Gross profit (loss) |
|
(85)
|
|
12
|
|
(382)
|
|
Adjusted gross profit (loss) |
|
(85)
|
|
12
|
|
(382)
|
|
Segment assets |
|
31,411
|
|
31,910
|
[1] |
31,164
|
[1] |
Dorad srael [Member] |
|
|
|
|
|
|
|
Schedule of Segment Adjusted Gross Profit [Line Items] |
|
|
|
|
|
|
|
Revenues |
|
29,803
|
|
30,305
|
|
63,973
|
|
Operating expenses |
|
(22,088)
|
|
(22,588)
|
|
(47,322)
|
|
Depreciation expenses |
|
(2,716)
|
|
(2,871)
|
|
(5,689)
|
|
Gross profit (loss) |
|
4,999
|
|
4,846
|
|
10,962
|
|
Adjusted gross profit (loss) |
|
4,999
|
|
4,846
|
|
10,962
|
|
Segment assets |
|
98,481
|
|
99,033
|
[1] |
97,339
|
[1] |
Manara Israel [Member] |
|
|
|
|
|
|
|
Schedule of Segment Adjusted Gross Profit [Line Items] |
|
|
|
|
|
|
|
Revenues |
|
|
|
|
|
|
|
Operating expenses |
|
|
|
|
|
|
|
Depreciation expenses |
|
|
|
|
|
|
|
Gross profit (loss) |
|
|
|
|
|
|
|
Adjusted gross profit (loss) |
|
|
|
|
|
|
|
Segment assets |
|
176,865
|
|
157,457
|
[1] |
172,096
|
[1] |
Solar Israel [Member] |
|
|
|
|
|
|
|
Schedule of Segment Adjusted Gross Profit [Line Items] |
|
|
|
|
|
|
|
Revenues |
[2] |
278
|
|
459
|
|
675
|
|
Operating expenses |
[2] |
(142)
|
|
(183)
|
|
(342)
|
|
Depreciation expenses |
[2] |
(48)
|
|
(236)
|
|
(461)
|
|
Gross profit (loss) |
[2] |
88
|
|
40
|
|
(128)
|
|
Adjusted gross profit (loss) |
[2] |
317
|
[3] |
678
|
[4] |
1,223
|
[5] |
Segment assets |
[2] |
|
|
31,635
|
[1] |
28,297
|
[1] |
Reportable Segments [Member] |
|
|
|
|
|
|
|
Schedule of Segment Adjusted Gross Profit [Line Items] |
|
|
|
|
|
|
|
Revenues |
|
49,537
|
|
55,763
|
|
113,482
|
|
Operating expenses |
|
(31,753)
|
|
(34,616)
|
|
(70,525)
|
|
Depreciation expenses |
|
(10,995)
|
|
(10,923)
|
|
(22,137)
|
|
Gross profit (loss) |
|
6,789
|
|
10,224
|
|
20,820
|
|
Adjusted gross profit (loss) |
|
7,018
|
|
10,862
|
|
22,171
|
|
Segment assets |
|
653,400
|
|
622,217
|
[1] |
642,219
|
[1] |
Reconciliations [Member] |
|
|
|
|
|
|
|
Schedule of Segment Adjusted Gross Profit [Line Items] |
|
|
|
|
|
|
|
Revenues |
|
(30,081)
|
|
(30,764)
|
|
(64,648)
|
|
Operating expenses |
|
22,230
|
|
22,771
|
|
47,664
|
|
Depreciation expenses |
|
2,764
|
|
3,097
|
|
6,125
|
|
Gross profit (loss) |
|
(5,087)
|
|
(4,896)
|
|
(10,859)
|
|
Adjusted gross profit (loss) |
|
(5,316)
|
|
(5,534)
|
|
(12,210)
|
|
Segment assets |
|
(18,618)
|
|
(17,614)
|
[1] |
(29,367)
|
[1] |
Consolidated [Member] |
|
|
|
|
|
|
|
Schedule of Segment Adjusted Gross Profit [Line Items] |
|
|
|
|
|
|
|
Revenues |
|
19,456
|
|
24,999
|
|
48,834
|
|
Operating expenses |
|
(9,523)
|
|
(11,845)
|
|
(22,861)
|
|
Depreciation expenses |
|
(8,231)
|
|
(7,826)
|
|
(16,012)
|
|
Gross profit (loss) |
|
1,702
|
|
5,328
|
|
9,961
|
|
Adjusted gross profit (loss) |
|
1,702
|
|
5,328
|
|
9,961
|
|
Project development costs |
|
(2,281)
|
|
(2,192)
|
|
(4,465)
|
|
General and administrative expenses |
|
(3,034)
|
|
(2,816)
|
|
(5,283)
|
|
Share of profits of equity accounted investee |
|
1,809
|
|
1,541
|
|
4,320
|
|
Operating profit (loss) |
|
(1,804)
|
|
1,861
|
|
4,533
|
|
Financing income |
|
2,424
|
|
8,188
|
|
8,747
|
|
with derivatives and warrants, net |
|
2,852
|
|
(476)
|
|
251
|
|
Financing expenses |
|
(7,886)
|
|
(6,699)
|
|
(12,555)
|
|
Profit (loss) before taxes on Income |
|
(4,414)
|
|
3,350
|
|
976
|
|
Segment assets |
|
€ 634,782
|
|
€ 604,603
|
[1] |
€ 612,852
|
[1] |
|
|
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v3.24.3
Leases (Details) - Schedule of Right-of-use Assets - Right-of-use assets [member] € in Thousands |
6 Months Ended |
Jun. 30, 2024
EUR (€)
|
Cost |
|
Balance as beginning |
€ 30,967
|
Additions |
2,315
|
Depreciation for the period |
(741)
|
Effect of changes in exchange rates |
53
|
Balance as ending |
32,594
|
Bio Gas [Member] |
|
Cost |
|
Balance as beginning |
20
|
Additions |
|
Depreciation for the period |
(13)
|
Effect of changes in exchange rates |
|
Balance as ending |
7
|
Italy [Member] |
|
Cost |
|
Balance as beginning |
9,526
|
Additions |
1,865
|
Depreciation for the period |
(179)
|
Effect of changes in exchange rates |
|
Balance as ending |
11,212
|
Spain [Member] |
|
Cost |
|
Balance as beginning |
977
|
Additions |
69
|
Depreciation for the period |
(45)
|
Effect of changes in exchange rates |
|
Balance as ending |
1,001
|
Talasol [Member] |
|
Cost |
|
Balance as beginning |
1,350
|
Additions |
83
|
Depreciation for the period |
(22)
|
Effect of changes in exchange rates |
|
Balance as ending |
1,411
|
Pumped storage [Member] |
|
Cost |
|
Balance as beginning |
7,595
|
Additions |
213
|
Depreciation for the period |
(234)
|
Effect of changes in exchange rates |
|
Balance as ending |
7,574
|
USA [Member] |
|
Cost |
|
Balance as beginning |
9,425
|
Additions |
61
|
Depreciation for the period |
(215)
|
Effect of changes in exchange rates |
(19)
|
Balance as ending |
9,252
|
Talmei Yosef [Member] |
|
Cost |
|
Balance as beginning |
2,074
|
Additions |
24
|
Depreciation for the period |
(33)
|
Effect of changes in exchange rates |
72
|
Balance as ending |
€ 2,137
|
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v3.24.3
Leases (Details) - Schedule of Maturity Analysis of Company's Lease Liabilities € in Thousands, $ in Thousands |
Jun. 30, 2024
EUR (€)
|
Jun. 30, 2024
USD ($)
|
[1] |
Dec. 31, 2023
EUR (€)
|
Schedule of Maturity Analysis of Company's Lease Liabilities [Line Items] |
|
|
|
Lease liabilities |
€ 26,376
|
|
|
Current maturities of lease liabilities |
757
|
$ 810
|
€ 700
|
Long-term lease liabilities |
25,619
|
$ 27,399
|
€ 23,680
|
Less than one year [Member] |
|
|
|
Schedule of Maturity Analysis of Company's Lease Liabilities [Line Items] |
|
|
|
Lease liabilities |
757
|
|
|
One to five years [Member] |
|
|
|
Schedule of Maturity Analysis of Company's Lease Liabilities [Line Items] |
|
|
|
Lease liabilities |
3,267
|
|
|
More than five years [Member] |
|
|
|
Schedule of Maturity Analysis of Company's Lease Liabilities [Line Items] |
|
|
|
Lease liabilities |
€ 22,352
|
|
|
|
|
X |
- DefinitionThe amount of current lease liabilities. [Refer: Lease liabilities]
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v3.24.3
Subsequent Events (Details) ₪ / shares in Units, $ / shares in Units, € in Millions |
|
6 Months Ended |
|
|
|
Aug. 31, 2024
ILS (₪)
₪ / shares
|
Jun. 30, 2024
USD ($)
|
Aug. 31, 2024
EUR (€)
|
Aug. 31, 2024
USD ($)
|
Aug. 31, 2024
ILS (₪)
₪ / shares
|
Apr. 17, 2024
$ / shares
|
Apr. 17, 2024
₪ / shares
|
Jun. 30, 2023 |
Subsequent Events [Line Items] |
|
|
|
|
|
|
|
|
Par value per share (in New Shekels per share) | (per share) |
|
|
|
|
|
$ 0.946
|
₪ 1
|
|
Bearing an interest rate |
|
3.00%
|
|
|
|
|
|
2.50%
|
Sale of investment tax credit (in Dollars) | $ |
|
$ 19
|
|
|
|
|
|
|
Percentage of portfolio costs |
|
32.00%
|
|
|
|
|
|
|
Percentage of operating profits |
|
100.00%
|
|
|
|
|
|
|
Series F Debentures [Member] |
|
|
|
|
|
|
|
|
Subsequent Events [Line Items] |
|
|
|
|
|
|
|
|
Par value per share (in New Shekels per share) | ₪ / shares |
|
|
|
|
₪ 52,029,136
|
|
|
|
Debentures price (in New Shekels per share) | ₪ / shares |
₪ 0.961
|
|
|
|
|
|
|
|
Aggregate amount |
|
|
€ 12
|
|
₪ 1,000,000
|
|
|
|
Aggregate gross consideration (in New Shekels) | ₪ |
₪ 50
|
|
|
|
|
|
|
|
Series F Debentures [Member] | Series F Debentures [Member] |
|
|
|
|
|
|
|
|
Subsequent Events [Line Items] |
|
|
|
|
|
|
|
|
Debentures amount (in New Shekels) | ₪ |
|
|
|
|
₪ 262,029,136
|
|
|
|
Israel Discount Bank of New York [Member] |
|
|
|
|
|
|
|
|
Subsequent Events [Line Items] |
|
|
|
|
|
|
|
|
Line of credit (in Dollars) | $ |
|
|
|
$ 10,000,000
|
|
|
|
|
Line of credit term |
1 year
|
|
|
|
|
|
|
|
Bearing an interest rate |
|
|
7.75%
|
7.75%
|
7.75%
|
|
|
|
Israel Discount Bank of New York [Member] | Minimum [Member] |
|
|
|
|
|
|
|
|
Subsequent Events [Line Items] |
|
|
|
|
|
|
|
|
Bearing an interest rate |
|
|
0.75%
|
0.75%
|
0.75%
|
|
|
|
Israel Discount Bank of New York [Member] | Maximum [Member] |
|
|
|
|
|
|
|
|
Subsequent Events [Line Items] |
|
|
|
|
|
|
|
|
Bearing an interest rate |
|
|
5.00%
|
5.00%
|
5.00%
|
|
|
|
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Ellomay Capital (AMEX:ELLO)
Historical Stock Chart
From Oct 2024 to Nov 2024
Ellomay Capital (AMEX:ELLO)
Historical Stock Chart
From Nov 2023 to Nov 2024