Ellomay Capital Ltd. - 946394 - 2022
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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 2022
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 ☐
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
 
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
 
Yes ☐      No ☒
 
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________
 

THE TEXT OF EXHIBITS 99.1 AND 99.2 OF THIS FORM 6-K IS 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333-102288 AND 333-92491), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.
 
This Report on Form 6-K of Ellomay Capital Ltd. consists of the following documents, which are attached hereto and incorporated by reference herein:
 
Exhibit 99.1
 
Exhibit 99.2
 
Also attached hereto and furnished herewith as Exhibit 101 are the Condensed Consolidated Interim Financial Statements as at June 30, 2022 (Unaudited), formatted in XBRL (eXtensible Business Reporting Language), consisting of the following sub-exhibits:
 
Exhibit Number
Document Description
 
EX-101.INS
Inline XBRL Instance Document - the instance document does not appear inthe Interactive Data File because its XBRL tags are embedded within theInline 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 inExhibit 101)
 
2

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 22, 2022
 
3

Ellomay Capital Ltd. - 946394 - 2022
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Exhibit 99.1
 
Ellomay Capital Ltd.
and its Subsidiaries
 
Condensed Consolidated Interim Financial Statements
As at June 30, 2022
(Unaudited)

 


Ellomay Capital Ltd. and its Subsidiaries
 
Condensed Consolidated Unaudited Interim Financial Statements

 

Contents

 

 

F - 1


Ellomay Capital Ltd. and its Subsidiaries
 
Condensed Consolidated Unaudited Interim Statements of Financial Position

 
         
June 30,
   
December 31,
   
June 30,
 
         
2022
   
2021
   
2022
 
         
(Unaudited)
   
(Audited)
   
(Unaudited)
 
                     
Convenience Translation
 
   
Note
   
€ in thousands
   
into US$in thousands**
 
Assets
                       
Current assets
                       
Cash and cash equivalents
         
59,951
     
41,229
     
62,287
 
Marketable securities
 
4
     
1,761
     
1,946
     
1,830
 
Short term deposits
 
4
     
-
     
28,410
     
-
 
Restricted cash
 
4
     
4,280
     
1,000
     
4,447
 
Receivable from concession project
         
1,786
     
1,784
     
1,856
 
Trade and other receivables
 
5
     
10,744
     
9,487
     
11,163
 
           
78,522
     
83,856
     
81,583
 
Non-current assets
                             
Investment in equity accounted investee
 
6
     
32,410
     
34,029
     
33,673
 
Advances on account of investments
         
1,554
     
1,554
     
1,615
 
Receivable from concession project
         
25,991
     
26,909
     
27,004
 
Fixed assets
 
8
     
352,680
     
*340,897
     
366,424
 
Right-of-use asset
         
23,360
     
23,367
     
24,270
 
Intangible asset
         
4,418
     
4,762
     
4,590
 
Restricted cash and deposits
 
4
     
20,379
     
15,630
     
21,174
 
Deferred tax
         
23,723
     
12,952
     
24,648
 
Long term receivables
 
5
     
8,581
     
5,388
     
8,915
 
Derivatives
 
7
     
2,718
     
2,635
     
2,824
 
           
495,814
     
468,123
     
515,137
 
Total assets
         
574,336
     
551,979
     
596,720
 
Liabilities and Equity
                             
Current liabilities
                             
Current maturities of long-term bank loans
         
12,306
     
126,180
     
12,786
 
Current maturities of other long-term loans
         
10,000
     
16,401
     
10,390
 
Current maturities of debentures
         
19,785
     
19,806
     
20,556
 
Trade payables
         
2,059
     
2,904
     
2,138
 
Other payables
         
20,120
     
20,806
     
20,904
 
Current maturities of derivatives
         
38,996
     
14,783
     
40,516
 
Current maturities of lease liabilities
         
675
     
4,329
     
701
 
           
103,941
     
205,209
     
107,991
 
Non-current liabilities
                             
Long-term lease liabilities
         
16,206
     
15,800
     
16,838
 
Long-term bank loans
         
217,845
     
39,093
     
226,335
 
Other long-term loans
         
25,754
     
37,221
     
26,758
 
Debentures
         
93,973
     
117,493
     
97,635
 
Deferred tax
         
6,409
     
*9,044
     
6,659
 
Other long-term liabilities
         
3,324
     
3,905
     
3,454
 
Derivatives
 
7
     
24,198
     
10,107
     
25,141
 
           
387,709
     
232,663
     
402,820
 
Total liabilities
         
491,650
     
437,872
     
510,811
 
                               
Equity
                             
Share capital
         
25,605
     
25,605
     
26,603
 
Share premium
         
85,943
     
85,883
     
89,292
 
Treasury shares
         
(1,736
)
   
(1,736
)
   
(1,804
)
Transaction reserve with non-controlling Interests
         
5,697
     
5,697
     
5,919
 
Reserves
         
(11,763
)
   
7,288
     
(12,221
)
Accumulated deficit
         
(8,121
)
   
*(6,899
)
   
(8,437
)
Total equity attributed to shareholders of the Company
         
95,625
     
115,838
     
99,352
 
Non-Controlling Interest
         
(12,939
)
   
*(1,731
)
   
(13,443
)
Total equity
         
82,686
     
114,107
     
85,909
 
Total liabilities and equity
         
574,336
     
551,979
     
596,720
 
 
* Reclassified, please see Note 2C.
* Convenience translation into US$ (exchange rate as at June 30, 2022: EUR 1 = US$1.039)

 

The accompanying notes are an integral part of the condensed consolidated interim financial statements.
 
F - 2

Ellomay Capital Ltd. and its Subsidiaries

 
Condensed Consolidated Unaudited Interim Statements of Profit or Lost and Other Comprehensive Income or Loss

 
   
For the six
months ended
June 30,
   
For the year
ended
December
   
For the six
months ended
 
   
2022
   
2021
   
31, 2021
   
June 30, 2022
 
   
(Unaudited)
   
(Unaudited)
   
(Audited)
   
(Unaudited)
 
         
Convenience
 
         
Translation
 
   
€ in thousands (except per share amounts)
   
into US$**
 
                           
Revenues
   
29,196
     
*20,393
     
*45,721
     
30,334
 
Operating expenses
   
(13,132
)
   
*(7,572
)
   
*(17,590
)
   
(13,644
)
Depreciation and amortization expenses
   
(7,978
)
   
*(7,076
)
   
*(15,116
)
   
(8,289
)
Gross profit
   
8,086
     
5,745
     
13,015
     
8,401
 
                                 
Project development costs
   
(1,554
)
   
(1,119
)
   
(2,508
)
   
(1,615
)
General and administrative expenses
   
(3,297
)
   
(2,572
)
   
(5,661
)
   
(3,425
)
Share of profits (losses) of equity accounted investee
   
(602
)
   
(772
)
   
117
     
(625
)
Operating profit
   
2,633
     
1,282
     
4,963
     
2,736
 
                                 
Financing income
   
4,439
     
1,716
     
2,931
     
4,612
 
Financing income (expenses) in connection with derivatives and warrants, net
   
338
     
(109
)
   
(841
)
   
351
 
Financing expenses
   
(6,958
)
   
(7,745
)
   
(28,974
)
   
(7,230
)
Financing expenses, net
   
(2,181
)
   
(6,138
)
   
(26,884
)
   
(2,267
)
Profit (loss) before taxes on income
   
452
     
(4,856
)
   
(21,921
)
   
469
 
Tax benefit (Taxes on income)
   
(1,087
)
   
*(306
)
   
*2,281
     
(1,129
)
Loss for the period
   
(635
)
   
(5,162
)
   
(19,640
)
   
(660
)

Profit (loss) attributable to:

                               
Owners of the Company
   
(1,222
)
   
*(5,252
)
   
*(15,090
)
   
(1,270
)
Non-controlling interests
   
587
     
*90
     
*(4,550
)
   
610
 
Loss for the period
   
(635
)
   
(5,162
)
   
(19,640
)
   
(660
)
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
   
(3,683
)
   
1,684
     
12,284
     
(3,826
)
Effective portion of change in fair value of cash flow hedges
   
(31,942
)
   
(5,202
)
   
(13,429
)
   
(33,186
)
Net change in fair value of cash flow hedges transferred to profit
                               
or loss
   
821
     
(1,225
)
   
(3,353
)
   
853
 
Total other comprehensive loss
   
(34,804
)
   
(4,743
)
   
(4,498
)
   
(36,159
)
                                 
Total other comprehensive loss attributable to:
                               
Owners of the Company
   
(19,051
)
   
(1,764
)
   
3,124
     
(19,793
)
Non-controlling interests
   
(15,753
)
   
(2,979
)
   
(7,622
)
   
(16,366
)
Total other comprehensive loss
   
(34,804
)
   
(4,743
)
   
(4,498
)
   
(36,159
)
                                 
Total comprehensive loss for the period
   
(35,439
)
   
(9,905
)
   
(24,138
)
   
(36,819
)
                                 
Total comprehensive loss for the period attributable to:
                               
Owners of the Company
   
(20,273
)
   
(7,016
)
   
(11,966
)
   
(21,063
)
Non-controlling interests
   
(15,166
)
   
(2,889
)
   
(12,172
)
   
(15,756
)
Total comprehensive loss for the period
   
(35,439
)
   
(9,905
)
   
(24,138
)
   
(36,819
)
                                 
Basic net loss per share
   
(0.10
)
   
*(0.41
)
   
*(1.18
)
   
(0.10
)
Diluted net loss per share
   
(0.10
)
   
*(0.41
)
   
*(1.18
)
   
(0.10
)
 
* Reclassified, please see Note 2C.
* Convenience translation into US$ (exchange rate as at June 30, 2022: EUR 1 = US$1.039)

 

The accompanying notes are an integral part of the condensed consolidated interim financial statements.
 
F - 3

Ellomay Capital Ltd. and its Subsidiaries
 
Condensed Consolidated Unaudited Interim Statements of Changes in Equity
 
                     
Non- controlling
   
Total
 
               
Attributable to shareholders of the Company
   
Interests
   
Equity
 
   
 
 
 
Share capital
   
 
 
 
Share premium
   
 
 
 
Accumulated deficit
   
 
 
 
Treasury shares
   
 
Translation reserve from
foreign operations
   
 
 
 
Hedging Reserve
   
Interests Transaction reserve with
non-controlling Interests
   
 
 
 
 
Total
             
   
€ in thousands
 
For the six months ended June 30, 2022 (unaudited):
                                                           
Balance as at January 1, 2022
   
25,605
     
85,883
     
(6,899
)
   
(1,736
)
   
15,365
     
(8,077
)
   
5,697
     
115,838
     
(1,731
)
   
114,107
 
Profit (loss) for the period
   
-
     
-
     
(1,222
)
   
-
     
-
     
-
     
-
     
(1,222
)
   
587
     
(635
)
Other comprehensive loss for the period
   
-
     
-
     
-
     
-
     
(3,466
)
   
(15,585
)
   
-
     
(19,051
)
   
(15,753
)
   
(34,804
)
Total comprehensive loss for the period
   
-
     
-
     
(1,222
)
   
-
     
(3,466
)
   
(15,585
)
   
-
     
(20,273
)
   
(15,166
)
   
(35,439
)
Transactions with owners of the Company, recognized directly in equity:
                                                                               
Issuance of Capital note to non-controlling interest
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
3,958
     
3,958
 
Share-based payments
   
-
     
60
     
-
     
-
     
-
     
-
     
-
     
60
     
-
     
60
 
Balance as at June 30, 2022
   
25,605
     
85,943
     
(8,121
)
   
(1,736
)
   
11,899
     
(23,662
)
   
5,697
     
95,625
     
(12,939
)
   
82,686
 
 
The accompanying notes are an integral part of the condensed consolidated interim financial statements.

 

F - 4

Ellomay Capital Ltd. and its Subsidiaries
 
Condensed Consolidated Unaudited Interim Statements of Changes in Equity (cont’d)
 
                     
Non- controlling
   
Total
 
               
Attributable to shareholders of the Company
   
Interests
   
Equity
 
   
 
 
 
Share capital
   
 
 
 
Share premium
   
 
Retained earnings (Accumulated deficit)
   
 
 
 
Treasury shares
   
 
Translation reserve from
foreign operations
   
 
 
 
Hedging Reserve
   
Interests Transaction reserve with
non-controlling Interests
   
 
 
 
 
Total
             
   
€ in thousands
 
For the six months ended June 30, 2021 (unaudited):
                                                           
Balance as at January 1, 2021
   
25,102
     
82,401
     
8,191
     
(1,736
)
   
3,823
     
341
     
6,106
     
124,228
     
798
     
125,026
 
Profit (loss) for the period
   
-
     
-
     
*(5,252
)
   
-
     
-
     
-
     
-
     
(5,252
)
   
*90
     
(5,162
)
Other comprehensive income (loss) for the period
   
-
     
-
     
-
     
-
     
1,636
     
(3,400
)
   
-
     
(1,764
)
   
(2,979
)
   
(4,743
)
Total comprehensive income (loss) for the period
   
-
     
-
     
(5,252
)
   
-
     
1,636
     
(3,400
)
   
-
     
(7,016
)
   
(2,889
)
   
(9,905
)
Transactions with owners of the Company, recognized directly in equity:
                                                                               
Issuance of Capital note to non-controlling interest
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
8,682
     
8,682
 
Acquisition of shares in subsidiaries from non-controlling interests
   
-
     
-
     
-
     
-
     
-
     
-
     
(961
)
   
(961
)
   
961
     
-
 
Warrants exercise
   
454
     
3,348
     
-
     
-
     
-
     
-
     
-
     
3,802
     
-
     
3,802
 
Options exercise
   
22
     
-
     
-
     
-
     
-
     
-
     
-
     
22
     
-
     
22
 
Share-based payments
   
-
     
13
     
-
     
-
     
-
     
-
     
-
     
13
     
-
     
13
 
Balance as at June 30, 2021
   
25,578
     
85,762
     
2,939
     
(1,736
)
   
5,459
     
(3,059
)
   
5,145
     
120,088
     
7,552
     
127,640
 
 
* Reclassified, please see Note 2C.
 
The accompanying notes are an integral part of the condensed consolidated interim financial statements.

 

F - 5

Ellomay Capital Ltd. and its Subsidiaries
 
Condensed Consolidated Unaudited Interim Statements of Changes in Equity (cont’d)
 
         
Non-
       
         
controlling
   
Total
 
   
Attributable to shareholders of the Company
   
Interests
   
Equity
 
               
Retained
earnings
(Accumulated
         
Translation
Reserve from
foreign
         
Transaction
reserve with
non-controlling
                   
   
 
Share
   
 
Share
       
 
Treasury
       
 
Hedging
                       
   
capital
   
premium
   
deficit)
   
shares
   
operations
   
Reserve
   
Interests
   
Total
             
   
€ in thousands
 
For the year ended December 31, 2021 (audited):
                                                           
Balance as at January 1, 2021
   
25,102
     
82,401
     
8,191
     
(1,736
)
   
3,823
     
341
     
6,106
     
124,228
     
798
     
125,026
 
Profit (loss) for the year
   
-
     
-
     
*(15,090
)
   
-
     
-
     
-
     
-
     
(15,090
)
   
*(4,550
)
   
(19,640
)
Other comprehensive income (loss) for the year
   
-
     
-
     
-
     
-
     
11,542
     
(8,418
)
   
-
     
3,124
     
(7,622
)
   
(4,498
)
Total comprehensive income (loss) for the year
   
-
     
-
     
(15,090
)
   
-
     
11,542
     
(8,418
)
   
-
     
(11,966
)
   
(12,172
)
   
(24,138
)
Transactions with owners of the Company, recognized directly in equity:
                                                                               
Issuance of Capital note to non-controlling interest
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
8,682
     
8,682
 
Acquisition of shares in subsidiaries from non-controlling interests
   
-
     
-
     
-
     
-
     
-
     
-
     
(409
)
   
(409
)
   
961
     
552
 
Warrants exercise
   
454
     
3,419
     
-
     
-
     
-
     
-
     
-
     
3,873
     
-
     
3,873
 
Options exercise
   
49
     
-
     
-
     
-
     
-
     
-
     
-
     
49
     
-
     
49
 
Share-based payments
   
-
     
63
     
-
     
-
     
-
     
-
     
-
     
63
     
-
     
63
 
                                                                                 
Balance as at December 31, 2021
   
25,605
     
85,883
     
(6,899
)
   
(1,736
)
   
15,365
     
(8,077
)
   
5,697
     
115,838
     
(1,731
)
   
114,107
 
 
* Reclassified, please see Note 2C.
 
The accompanying notes are an integral part of the condensed consolidated interim financial statements.

 

F - 6

Ellomay Capital Ltd. and its Subsidiaries
 
Condensed Consolidated Unaudited Interim Statements of Changes in Equity (cont’d)
 
                     
Non- controlling
   
Total
 
               
Attributable to shareholders of the Company
   
Interests
   
Equity
 
   
 
 
 
Share capital
   
 
 
 
Share premium
   
 
 
 
Accumulated deficit
   
 
 
 
Treasury shares
   
 
Translation reserve from
foreign operations
   
 
 
 
Hedging Reserve
   
Interests Transaction reserve with
non-controlling Interests
   
 
 
 
 
Total
             
   
Convenience translation into US$*
 
For the six months ended June 30, 2022 (unaudited):
                                                           
Balance as at January 1, 2022
   
26,603
     
89,230
     
(7,167
)
   
(1,804
)
   
15,964
     
(8,392
)
   
5,919
     
120,353
     
(1,799
)
   
118,554
 
Profit (loss) for the period
   
-
     
-
     
(1,270
)
   
-
     
-
     
-
     
-
     
(1,270
)
   
610
     
(660
)
Other comprehensive loss for the period
   
-
     
-
     
-
     
-
     
(3,601
)
   
(16,192
)
   
-
     
(19,793
)
   
(16,366
)
   
(36,159
)
Total comprehensive loss for the period
   
-
     
-
     
(1,270
)
   
-
     
(3,601
)
   
(16,192
)
   
-
     
(21,063
)
   
(15,756
)
   
(36,819
)
Transactions with owners of the Company, recognized directly in equity:
                                                                               
Issuance of Capital note to non-controlling interest
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
4,112
     
4,112
 
Share-based payments
   
-
     
62
     
-
     
-
     
-
     
-
     
-
     
62
     
-
     
62
 
Balance as at June 30, 2022
   
26,603
     
89,292
     
(8,437
)
   
(1,804
)
   
12,363
     
(24,584
)
   
5,919
     
99,352
     
(13,443
)
   
85,909
 
 
* Convenience translation into US$ (exchange rate as at June 30, 2022: EUR 1 = US$1.039)

 

The accompanying notes are an integral part of the condensed consolidated interim financial statements.
 
F - 7

Ellomay Capital Ltd. and its Subsidiaries
 
Condensed Consolidated Unaudited Interim Statements of Cash Flows

 
   
For the six
months ended
June 30,
   

For the year
ended
December

   
For the six
months
ended
 
   
2022
   
2021
   
31, 2021
   
June 30, 2022
 
   
(Unaudited)
   
(Unaudited)
   
(Audited)
   
(Unaudited)
 
         
Convenience
 
         
Translation
 
   
€ in thousands
   
into US$*
 
Cash flows from operating activities
                         
Loss for the period
   
(635
)
   
*(5,162
)
   
*(19,640
)
   
(660
)
Adjustments for:
                               
Financing expenses, net
   
2,181
     
6,138
     
26,884
     
2,267
 
Profit from settlement of derivatives contract
   
-
     
(407
)
   
(407
)
   
-
 
Depreciation and amortization
   
7,978
     
*7,076
     
*15,116
     
8,289
 
Share-based payment transactions
   
60
     
13
     
63
     
62
 
Share of losses (profits) of equity accounted investees
   
602
     
772
     
(117
)
   
625
 
Payment of interest on loan by an equity accounted investee
   
-
     
859
     
859
     
-
 
Change in trade receivables and other receivables
   
(2,579
)
   
(2,124
)
   
(1,883
)
   
(2,680
)
Change in other assets
   
53
     
(782
)
   
(545
)
   
55
 
Change in receivables from concessions project
   
(550
)
   
757
     
1,580
     
(571
)
Change in trade payables
   
(801
)
   
(941
)
   
154
     
(832
)
Change in other payables
   
7,878
     
3,715
     
2,380
     
8,185
 
Income tax expense (tax benefit)
   
1,087
     
*306
     
*(2,281
)
   
1,129
 
Income taxes paid
   
(3,255
)
   
(15
)
   
(94
)
   
(3,382
)
Interest received
   
922
     
921
     
1,844
     
958
 
Interest paid
   
(4,924
)
   
(3,857
)
   
(7,801
)
   
(5,116
)
Net cash provided by operating activities
   
8,017
     
7,269
     
16,112
     
8,329
 
Cash flows from investing activities
                               
Acquisition of fixed assets
   
(22,274
)
   
(64,665
)
   
(83,682
)
   
(23,142
)
Repayment of loan by an equity accounted investee
   
149
     
1,400
     
1,400
     
155
 
Loan to an equity accounted investee
   
-
     
(244
)
   
(335
)
   
-
 
Advances on account of investments
   
-
     
(8
)
   
-
     
-
 
Settlement of derivatives contract
   
(528
)
   
(252
)
   
(976
)
   
(549
)
Investment in restricted cash, net
   
(8,241
)
   
(185
)
   
(5,990
)
   
(8,562
)
Proceeds from (investment in) short term deposit
   
27,645
     
8,533
     
(18,599
)
   
28,722
 
Proceeds from (investment in) marketable securities
   
-
     
1,785
     
(112
)
   
-
 
Net cash used in investing activities
   
(3,249
)
   
(53,636
)
   
(108,294
)
   
(3,376
)
Cash flows from financing activities
                               
Sale of shares in subsidiaries to non-controlling interests
   
-
     
1,400
     
1,400
     
-
 
Proceeds from options
   
-
     
22
     
49
     
-
 
Cost associated with long term loans
   
(8,958
)
   
(197
)
   
(2,796
)
   
(9,307
)
Payment of principal of lease liabilities
   
(4,000
)
   
-
     
(4,803
)
   
(4,156
)
Proceeds from long term loans
   
196,189
     
32,476
     
32,947
     
203,835
 
Repayment of long-term loans
   
(143,095
)
   
(3,390
)
   
(18,905
)
   
(148,672
)
Repayment of Debentures
   
(19,764
)
   
(30,730
)
   
(30,730
)
   
(20,534
)
Repayment of SWAP instrument associated with long term loans
   
(3,290
)
   
-
     
-
     
(3,418
)
Proceeds from issue of convertible debentures
   
-
     
15,571
     
15,571
     
-
 
Proceeds from issuance of Debentures, net
   
-
     
25,465
     
57,717
     
-
 
Issuance / exercise of warrants
   
-
     
3,675
     
3,746
     
-
 
Net cash provided by financing activities
   
17,082
     
44,292
     
54,196
     
17,748
 
                                 
Effect of exchange rate fluctuations on cash and cash equivalents
   
(3,128
)
   
2,489
     
12,370
     
(3,250
)
Increase (decrease) in cash and cash equivalents
   
18,722
     
414
     
(25,616
)
   
19,451
 
Cash and cash equivalents at the beginning of the period
   
41,229
     
66,845
     
66,845
     
42,836
 
Cash and cash equivalents at the end of the period
   
59,951
     
67,259
     
41,229
     
62,287
 
 
* Reclassified, please see Note 2C.
* Convenience translation into US$ (exchange rate as at June 30, 2022: EUR 1 = US$1.039)
 

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

 

F - 8

Ellomay Capital Ltd. and its Subsidiaries
 
Notes to the Condensed Consolidated Unaudited Interim Financial Statements

 

Note 1 - General

 
Ellomay Capital Ltd. (hereinafter - the “Company”), is an Israeli company involved in the production of renewable and clean energy. As of June 30, 2022, the Company owns seven photovoltaic plants (each, a “PV Plant” and, together, the “PV Plants”) that are operating and connected to their respective national grids as follows: (i) five photovoltaic plants in Spain with an aggregate installed capacity of approximately 35.9 MW, (ii) 51% of Talasol, which owns a photovoltaic plant with installed capacity of 300MW in the municipality of Talaván, Cáceres, Spain (hereinafter – the “Talasol Project”) and (iii) one photovoltaic plant in Israel with an aggregate installed capacity of approximately 9 MW. In addition, the Company indirectly owns: (i) 9.375% of Dorad Energy Ltd. (hereinafter - “Dorad”), (ii) Ellomay Solar Italy One SRL and Ellomay Solar Italy Two SRL, that are constructing photovoltaic plants with installed capacity of 14.8 MW and 4.95 MW, respectively,  in the municipality of Latina, Borgo Bainsizza, Lazio Region, Italy, (iii) Groen Gas Goor B.V., Groen Gas Oude-Tonge B.V. and Groen Gas Gelderland B.V., project companies operating anaerobic digestion plants in the Netherlands, with a green gas production capacity of approximately 3 million, 3.8 million and 9.5 million (with a license to produce 7.5 million) Nm3 per year, respectively, and (iv) 83.333% of Ellomay Pumped Storage (2014) Ltd. (hereinafter – “Ellomay PS”), which is constructing a 156 MW pumped storage hydro power plant in the Manara Cliff, Israel (hereinafter – the “Manara PSP”). 
 

The ordinary shares of the Company are listed on the NYSE American and on the Tel Aviv Stock Exchange under the trading symbol “ELLO”. The address of the Company’s registered office is 18 Rothschild Blvd., Tel Aviv, Israel.

 

Effects of the spreading of the coronavirus and of the military conflict between Russia and Ukraine

 

Following the outbreak of the coronavirus (Covid-19) in China in December 2019, and the spreading of Covid-19 to many other countries since the beginning of 2020, creating the current pandemic situation, there was a decrease in economic activity in many areas around the world, including Israel, Spain and Italy. The spread of the virus has led, inter alia, to a disruption in the supply chain, a decrease in global transportation, restrictions on travel and work that were announced by the State of Israel and other countries around the world and a decrease in the value of financial assets and commodities on the markets in Israel and the world. In recent months, Spain, Italy, and Israel have experienced a resurgence in the number of Covid-19 cases, causing the local governments to renew restrictions and implement additional measures in order to attempt to curb the spread of the pandemic. Although the Company’s operations have not thus far been materially adversely affected by the restrictions imposed by local governments and authorities in the countries in which the Company operates, in the event the restrictions continue, or new restrictions are imposed, the operations of the Company, including the projects under construction and development, may be adversely affected. Also, as a result of the Covid-19 pandemic, the electricity prices in the European markets declined during the beginning of the pandemic due to the decrease in demand, resulting in a slight decrease in the Company’s revenues in Spain.  Despite a decrease in the number and severity of Covid-19 cases in recent months compared to the first year of the pandemic, the impact and implications of the pandemic, including the delays in supply chains and the shortage of components, causing delays, and increases in costs and expenses, are still impacting the markets and industries worldwide and may also indirectly affect the operations of the Company, for example through changes in the prices of oil resulting in a decrease in the electricity prices, and through reduction in demand for electricity, delays in construction of projects due to curtailment of work, limited availability of components required in order to operate or construct new projects, regulatory changes by countries affected by the virus, including changes in subsidies, collection delays, delays in obtaining permits, limited availability or changes in terms of financing for future projects, limited availability of corporate financing and lower returns on potential future investments. As a result, the Company's business and operating results could be negatively affected.  

 

F - 9

Ellomay Capital Ltd. and its Subsidiaries
 

Notes to the Condensed Consolidated Unaudited Interim Financial Statements


 

Note 1 - General (cont’d)

 
The military conflict between Russia and Ukraine impacted European and other markets and caused delays in supply and shortages in supply, including natural gas supply. Since the commencement of the military conflict between Russia and Ukraine and the gas shortage caused by such conflict, the electricity prices in the European markets have significantly increased and are currently higher that were in effect prior to the pandemic. The war in Ukraine also caused shortages in certain raw materials and an increase in delivery prices, impacting our biogas operations in the Netherlands. The supply of raw materials has since been renewed. In connection with the increases in electricity prices that commenced prior to the military conflict between Russia and the Ukraine but were enhanced significantly since the commencement of the conflict, the Spanish government implemented RDL 17/2021 that establishes the reduction, initially until March 31, 2022, 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. RDL 17/2021 was thereafter extended and applied until June 30, 2022. The continued military conflict between Russian and the Ukraine may adversely impact our operations in the future, including through the implementation of new regulation in the countries in which we operate, changes in the financial markets and availability of funds in Europe, shortages in raw materials and continued increase in delivery prices.  
 
The extent to which the Covid-19 pandemic and the military conflict between Russian and Ukraine impacts the business of the Company will depend on future developments, which are highly uncertain and cannot be predicted.
 
Increase in Annual Interest Rate of the Company’s Series C Debentures
 
On June 6, 2022, the holders of the Company’s Series C Debentures approved an amendment to the Series C Deed of Trust, which provides for certain revisions to the financial covenants and for the increase of the annual interest rate payable on the principal of the Series C Debentures by 0.25% from 3.3% to 3.55%, commencing on June 6, 2022.

 

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 2021. 
 
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, 2021 (hereinafter – “the annual financial statements”).
 
These condensed consolidated interim financial statements were authorized for issue on September 22, 2022.

 

F - 10

Ellomay Capital Ltd. and its Subsidiaries
 

Notes to the Condensed Consolidated Unaudited Interim Financial Statements


 
Note 2 - Basis of Preparation and Significant Accounting Policies (cont’d)
 
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 16, Property, Plant and Equipment (“the Amendment”) –  
The Amendment annuls the requirement by which in the calculation of costs directly attributable to fixed assets, the net proceeds from selling certain items that were produced while the Company tested the functioning of the asset should be deducted (such as samples that were produced when testing the equipment). Instead, such proceeds shall be recognized in profit or loss and the cost of the sold items will be measured according to the measurement requirements of IAS 2, Inventories.
 
The Amendment is applied retrospectively, including an amendment of comparative data, only with respect to fixed asset items that have been brought to the location and condition required for them to operate in the manner intended by management subsequent to the earliest reporting period presented at the date of initial application of the Amendment. 
 
The cumulative effect of the Amendment was included in the opening balance of retained earnings for the earliest reporting period presented.
 
As a result of applying the Amendment the Company recognized an increase in the balance of fixed assets against a corresponding increase in retained earnings and the deferred tax in 2021. Please see the tables below:
 
 
 
December 31, 2021
 
 
 
€ in thousands
 
 
 
As previously
reported
   
Application effect
IAS16- Amendment
   
As reported in these
financial statements
 
 
 
Audited
   
Unaudited
   
Unaudited
 
 
                 
Fixed assets
   
340,065
     
832
     
340,897
 
Deferred tax
   
8,836
     
208
     
9,044
 
Accumulated deficit
   
(7,217
)    
318
     
(6,899
)
Non-Controlling Interest
   
(2,037
)    
306
     
(1,731
)
 
                       
Revenues
   
44,783
     
938
     
45,721
 
Operating expenses
   
(17,524
)    
(66
)
   
(17,590
)
Depreciation and amortization expenses
   
(15,076
)    
(40
)
   
(15,116
)
Tax benefit (Taxes on income)
   
2,489
     
(208
)
   
2,281
 

Profit (loss) attributable to:

                       
Owners of the Company
   
(15,408
)    
318
     
(15,090
)
Non-controlling interests
   
(4,856
)    
306
     
(4,550
)
                         

Basic loss per share

   

(1.20

)    

0.02

     

(1.18

)

Diluted loss per share

   

(1.20

)    

0.02

     

(1.18

)
 
F - 11

Ellomay Capital Ltd. and its Subsidiaries
 

Notes to the Condensed Consolidated Unaudited 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 (cont’d)
 
Amendment to IAS 16, Property, Plant and Equipment (“the Amendment”) (cont’d) –
 
   
June 30, 2021
 
   
€ in thousands
 
   
As previously
reported
   
Application effect
IAS16- Amendment
   
As reported in these
financial statements
 
   
Unaudited
 
                   
Fixed assets
   
312,983
     
852
     
313,835
 
Deferred tax
   
8,124
     
213
     
8,337
 
Accumulated deficit
   
2,613
     
326
     
2,939
 
Non-Controlling Interest
   
7,239
     
313
     
7,552
 
                         
Revenues
   
19,455
     
938
     
20,393
 
Operating expenses
   
(7,506
)
   
(66
)
   
(7,572
)
Depreciation and amortization expenses
   
(7,056
)
   
(20
)
   
(7,076
)
Tax benefit (Taxes on income)
   
(93
)
   
(213
)
   
(306
)

Profit (loss) attributable to:

                       
Owners of the Company
   
(5,578
)
   
326
     
(5,252
)
Non-controlling interests
   
(223
)
   
313
     
90
 
                         
Basic loss per share
   
(0.44
)
   
0.03
 
   
(0.41
)
Diluted loss per share
   
(0.44
)
   
0.03
 
   
(0.41
)
 
Amendment to IAS 37, Provisions, Contingent Liabilities and Contingent Assets – Costs of Fulfilling a Contract (“the Amendment”) –
 
According to the Amendment, when assessing whether a contract is onerous, the costs of fulfilling a contract that should be taken into consideration are costs that relate directly to the contract, which include the following:
 
-
Incremental costs; and
   
-
An allocation of other costs that relate directly to fulfilling a contract (such as depreciation expenses for fixed assets used in fulfilling that contract and other contracts).
 
The Amendment is applied retrospectively as from January 1, 2022, in respect of contracts where the entity has not yet fulfilled all its obligations.
 
Application of the Amendment did not have a material effect on the financial statements.
 
F - 12

Ellomay Capital Ltd. and its Subsidiaries
 

Notes to the Condensed Consolidated Unaudited Interim Financial Statements


 
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.
 
Note 4 - Restricted Cash, Deposits and Marketable Securities
 
   
June 30,
   
December 31,
 
   
2022
   
2021
 
   
€ in thousands
 
   
Unaudited
   
Audited
 
             
Marketable securities (1)
   
1,761
     
1,946
 
                 
Short-term restricted cash (2)
   
4,280
     
1,000
 
                 
Short-term deposits
   
-
     
28,410
 
                 
Long-term restricted non-interest-bearing bank deposits (2)
   
20,379
     
15,630
 
 
  1.
During 2021, the Company invested in a traded Corporate Bond with a coupon rate of 3.255%.
  2.
Deposits used to secure obligations towards the Israeli Electricity Authority for the license for the pumped-storage project in the Manara Cliff in Israel in 2021 and to secure obligations under loan agreements.

 

Note 5 - Trade and Other Receivables
 
   
June 30,
   
December 31,
 
   
2022
   
2021
 
   
€ in thousands
 
   
Unaudited
   
Audited
 
             
Current Assets:
           
Trade and other receivables:
           
Government authorities
   
1,524
     
1,602
 
Income receivable
   
3,366
     
3,794
 
Interest receivable
   
14
     
3
 
Current tax
   
-
     
76
 
Trade receivable
   
3,287
     
598
 
Inventory
   
547
     
640
 
Derivatives (Note 7)
   
55
     
639
 
Prepaid expenses and other
   
1,951
     
2,135
 
     
10,744
     
9,487
 
Non-current Assets:
               
Long term receivables
               
Loans to others
   
554
     
568
 
Annual rent deposits
   
48
     
33
 
Prepaid expenses associated with long term loans (1)
   
7,927
     
4,787
 
Other
   
52
     
-
 
     
8,581
     
5,388
 
 
  (1)
Prepaid commission expenses paid in connection with the Talasol Project’s project finance obtained from financing entities as at December 31, 2021 and prepaid commission expenses paid in connection with the Manara PSP project finance obtained from financing entities as at June 30, 2022.

 

F - 13

Ellomay Capital Ltd. and its Subsidiaries
 

Notes to the Condensed Consolidated Unaudited Interim Financial Statements


 

Note 6 - Investee Companies and Other Investments

 

Information about investee companies and other investments

 

A. U. Dori Energy Infrastructures Ltd. (“Dori Energy”)-

 

The Company, through its wholly owned subsidiary, Ellomay Clean Energy Ltd. (“Ellomay Energy”), entered into an Investment Agreement (the “Dori Investment Agreement”) with Amos Luzon Entrepreneurship and Energy Group Ltd. (the “Luzon Group”), and Dori Energy, with respect to an investment in Dori Energy. Dori Energy holds 18.75% of the share capital of Dorad, which owns an approximate 860 MW bi-fuel operated power plant in the vicinity of Ashkelon, Israel (the “Dorad Power Plant”). 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, the Israel Electric Corporation 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, 2022, total performance guarantees provided by Dorad amounted to approximately NIS 147,000 thousand (approximately €40,425 thousand). The Company's indirect share of guarantees that Dorad provided through its shareholders is approximately NIS 13,780 thousand (approximately €3,790 thousand).

 
Dorad and its shareholders are involved in several legal proceedings as follows:
 
Petition to Approve a Derivative Claim filed by Dori Energy and Ran Fridrich and Third Party Notices
 
In connection with the description of the petition to approve a derivative claim filed by Dori Energy and Hemi Raphael (replaced by Ran Fridrich) and related third party notices included in Note 6.A to the annual financial statements, the parties filed several motions in connection with the discovery process, the evidentiary hearings and expert opinions. Additional evidentiary hearings were held in March-May 2021. On May 19, 2022, summaries were submitted and during June and July 2022 several hearings were held to complete the oral arguments. The arbitrator informed the parties that he will issue an arbitration award in the first quarter of 2023.
 
The Company estimates (after consulting with legal counsel), that at this stage it is not yet possible to assess the outcome of the proceeding. With respect to the third party notices filed in connection with the derivative claim against Dori Energy and other parties, the Company estimates (after consulting with legal counsel) that if the main (Derivative) claim is dismissed then the third party notices will be redundant, whereas if the main claim is accepted, it is more likely than not that the third party notices shall be rejected, as they are based on arguments similar to those raised by the defendants in their statements against of defense filed against the main claim. 
 
Petition to Approve a Derivative Claim filed by Edelcom
 
Please see above under “Petition to Approve a Derivative Claim filed by Dori Energy” for updates in connection with 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 this proceeding is also conducted in the framework of the above-mentioned arbitration. As noted above, the arbitration award in expected to be issued during the first quarter of 2023. The Company estimates (after consulting with legal counsel), that the chances of the petition to be approved are lower than the chances that it will be rejected. 

 

F - 14

Ellomay Capital Ltd. and its Subsidiaries
 

Notes to the Condensed Consolidated Unaudited Interim Financial Statements


 

Note 6 - Investee Companies and Other Investments (cont’d)

 

A. U. Dori Energy Infrastructures Ltd. (“Dori Energy”) (cont’d)-

 

Opening Motion filed by Zorlu
 
In connection with the description of the opening motion filed by Zorlu Enerji Elektrik Uretim A.S., one of the shareholders of Dorad (“Zorlu”) included in Note 6.A to the annual financial statements, as per which Zorlu asked the court to instruct Dorad to convene a shareholders meeting and to include a discussion and a vote on the planning and construction of an additional power plant adjacent to the existing power plant (the “Dorad 2 Project”), on the agenda of this meeting, in June 2021, a ruling was handed in which the court ordered Dorad to convene a special shareholders meeting, on whose agenda will be the planning and construction of the “Dorad 2 Project”. Following the said ruling, Dorad’s board resolved that Dorad's management will continue to examine the feasibility of the “Dorad 2 Project” and its implications and bring its decisions to the board’s approval. Dorad’s board of directors further resolved that to the extent it will approve the Dorad 2 Project, the decision will be presented to Dorad’s shareholders for approval. On July 27, 2021, a shareholders meeting of Dorad was held. In accordance with the court ruling, the agenda for such meeting included two resolutions (1) the planning and construction of the Dorad 2 Project – a resolution that Dori Energy and Eilat-Ashkelon Infrastructure Services Ltd. (“EAIS”), which holds 37.5% of Dorad, supported and Edelcom and Zorlu rejected; and (2) approval of the aforementioned resolution of the Dorad board of directors – a resolution which Dori Energy and EAIS supported and with respect to which Edelcom and Zorlu abstained. Following such shareholders meeting, correspondence was exchanged between Dorad and Edelcom concerning, among other issues, the implications of the aforementioned resolutions. Dorad estimates (after consulting with legal counsel) that by convening the aforementioned shareholders meeting Dorad complied with the court ruling and therefore the opening motion process ended. To the Company’s knowledge, the Dorad 2 Project is currently under initial internal examination by Dorad. On July 13, 2020, Dorad submitted to the National Infrastructure Committee, or NIC, plans for public objections, on January 11, 2021, the NIC decided to postpone the final decision and on December 27, 2021, the NIC decided to conditionally raise the construction of another power plant to a government decision. There can be no assurance as to if, when and under what terms it will be advanced or promoted by Dorad.

B. Manara Pumped Storage Project  –

 

On December 31, 2020, Ellomay PS, the Company’s 83.333% owned subsidiary, received the tariff approval for the project from the Israeli Electricity Authority that regulates the tariffs and formulas for purchasing capacity and energy from a pumped storage producer connected to the transmission grid for a period of 20 years beginning on the date of receipt of the permanent production license, upon construction completion and commercial operation. The tariff approval became effective following the financial closing of the Manara PSP in February 2021.

 

On February 11, 2021, the Manara PSP project finance reached financial closing. The Manara PSP project finance is provided by a consortium of Israeli banks and institutional investors, arranged and led by Mizrahi-Tefahot Bank Ltd. as further included in Note 6 and Note 11 to the annual financial statements. On January 31, 2022, Ellomay PS completed all the preliminary conditions for the first withdrawal under the Manara PSP project finance and executed the first withdrawal in the amount of approximately NIS 75,000 thousand (approximately €21,000 thousand), This amount was drawn from the Senior Secured Tranche and the Subordinated Secured B Tranche pro-rata. The amount drawn from the Senior Secured Tranche was approximately NIS 69,133 thousand (approximately €19,390 thousand) at an interest rate of 2.75% during the construction period and 1.9% as from the date of commercial operation.  The amount drawn from the Subordinated Secured B Tranche was approximately NIS 5,867 (approximately €1,610 thousand) at an interest rate of 4.45% during the construction period and 4% as from the date of commercial operation.

 

F - 15

Ellomay Capital Ltd. and its Subsidiaries
 

Notes to the Condensed Consolidated Unaudited Interim Financial Statements


 

Note 6 - Investee Companies and Other Investments (cont’d)

 

B. Manara Pumped Storage Project (cont’d) –

 

Prior to the first withdrawal, the company requested a waiver in connection with the financial covenants required for the first withdrawal, so that instead of maintaining a projected ratio of minimum debt service cover (PROJECTED ADSCR) and LLCR as defined in the Finance Agreement of 1.35:1.00 for the Senior Secured Tranche, the projected ratio would be 1.34:1.00. In addition, considering the Subordinated Secured B Tranche, the company requested that instead of maintaining a projected minimum debt service coverage ratio and LLCR as defined under the Finance Agreement of 1.23:1.00, the ratio would be 1.24:1.00. The Lenders agreed to the request.

 

As part of the Manara PSP Project Finance, as of June 30, 2022, Ellomay PS paid upfront, agency and commitment fees in the accumulated amount of approximately NIS 30,600 thousand (approximately €8,415), which were included as other long-term receivables.

 

C. Ellomay Solar 28MW Photovoltaic Plant in Spain –

 

In June 2022, the photovoltaic plant constructed by Ellomay Solar S.L., a wholly-owned subsidiary of the Company (“Ellomay Solar”), in the municipality of Talaván, Cáceres, Spain, with a peak capacity of 28MW, was connected to the electricity grid and electricity production commenced. The Ellomay Solar PV Plant achieved PAC (Provisional Acceptance Certificate) in July 2022.

 

D. Development of PV 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, development of photovoltaic greenfield projects in Italy is progressing as planned. As of the reporting date, the first two photovoltaic plants with an aggregate capacity of approximately 20 MW entered into engineering, procurement & construction agreements (the “EPC Agreements”) with METKA EGN Italy S.r.l., a 100% indirect subsidiary of MYTILINEOS S.A., under the Renewables & Storage Development Business Unit. The EPC Agreements provide a fixed and lump-sum aggregate amount of approximately €16,030 thousand for the complete execution and performance of the works defined in the EPC Agreements. The works include the engineering, procurement and construction of the PV Plants and the ancillary facilities for injecting power into the grid and early O&M services (until the day immediately preceding the Provisional Acceptance Date). The EPC Agreements include additional customary provisions, including with respect to liquidated damages in connection with delays and performance, performance guarantees, suspension and termination. A notice to proceed was issued to the EPC contractor in May 2022 and construction works began. The construction period is expected to be 10 months.

 

In addition to the aforementioned PV Plants currently under construction, projects with an aggregate capacity of 100 MW reached RTB (“ready to build”) status, projects with an aggregate capacity of 70 MW received applicable licenses and are expected to reach RTB status within approximately 4 months when their appeal period ends, and projects with an aggregate capacity of 250 MW are under advances development stages.

 
F - 16

Ellomay Capital Ltd. and its Subsidiaries
 

Notes to the Condensed Consolidated Unaudited Interim Financial Statements


 

Note 6 - Investee Companies and Other Investments (cont’d)

 

E. The Talmei Yosef 9MW Photovoltaic Plant in Israel –
 
In April 2022, Talmei Yosef entered into a tax assessment agreement with the Israeli Tax Authority for the fiscal years 2015-2020, as per which the tax treatment of the Talmei Yosef Plant was determined to follow IFRIC 12 – Service Concession Agreements. As a result of the tax assessment agreement part of the deferred tax recorded in connection with the Talmei Yosef Plant were converted into current income tax (timing differences of payable income tax) and an amount of approximately EUR 3,200 thousand advance payment of income tax was made.
 
F. The Talasol Project –
 
In December 2021, the Talasol Project entered into a New Facilities Agreement in the aggregate amount of €175 million with European institutional lenders (the “Talasol New Facilities Agreement”). Financial closing of the Talasol New Facilities Agreement was achieved in January 2022. The Talasol New Facilities Agreement provides for the provision of two tranches:
 
  A.
a term loan in the amount of €155 million of which the final maturity date is June 30, 2044, and
  B.
a term loan in the amount of €20 million of which the final maturity date is December 31, 2042.
Principal and interest repayment are made on a semi-annual basis, end of June and end of December.
 
The weighted average life of the New Talasol Financing is approximately 11.5 years, and it bears a fixed annual interest rate at a weighted average of approximately 3%.
 
More information regarding the New Talasol Financing included in Note 11 A to the annual financial statements.

 

F - 17

Ellomay Capital Ltd. and its Subsidiaries
 

Notes to the Condensed Consolidated Unaudited Interim Financial Statements


 
Note 7 - Financial Instruments
 
Fair value
 
(1)         Financial instruments - the composition of the derivatives
 
   
June 30,
   
December 31,
 
   
2022
   
2021
 
   
€ in thousands
 
   
Unaudited
   
Audited
 
Derivatives presented under current assets
           
Currency swap
   
55
     
639
 
     
55
     
639
 
                 
Derivatives presented under non-current assets
               

Swap contracts

   
997
     
-
 
Currency swap
   
1,721
     
2,635
 
     
2,718
     
2,635
 
                 
Derivatives presented under current liabilities
               
Swap contracts
   
(25
)
   
(3,431
)
Financial power swap
   
(38,971
)
   
(11,352

)

     
(38,996
)
   
(14,783
)
                 
Derivatives presented under non-current liabilities
               

Financial power swap

   
(24,198

)

   
(9,542
)
Swap contracts
   
-
 
   
(565
)
     
(24,198
)
   
(10,107
)
 
F - 18

Ellomay Capital Ltd. and its Subsidiaries
 

Notes to the Condensed Consolidated Unaudited 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, 2022
         
Fair value
       
   
Carrying
                   
Valuation techniques for
 
Inputs used to
   
amount
   
Level 1
   
Level 2
   
Level 3
 
determining fair value
 
determine fair value
   
€ in thousands
       
Non-current liabilities:
                             
Debentures
   
113,758
     
109,412
     
-
     
-
       
Loans from banks and others (including current maturities)
   
265,905
     
-
     
247,350
     
-
 
Discounting future cash flows by the market interest rate on the date of measurement.
 
Discount rate of Euribor+ 1.76%-2.75% with a zero floor, Euribor+ 5.27% fixed rate for 5 years of 2.9%-3.55% and 3%-4.65% and linkage to consumer price index in Israel.
     
379,663
     
109,412
     
247,350
     
-
       
 
   
December 31, 2021
         
Fair value
       
   
Carrying
                   
Valuation techniques for
 
Inputs used to
   
amount
   
Level 1
   
Level 2
   
Level 3
 
determining fair value
 
determine fair value
   
€ in thousands
       
Non-current liabilities:
                             
Debentures
   
137,299
     
140,293
     
-
     
-
       
Loans from banks and others (including current maturities)
   
218,895
     
-
     
223,287
     
-
 
Discounting future cash flows by the market interest rate on the date of measurement.
 
Discount rate of Euribor+ 1.76%-2.75% with a zero floor, Euribor+ 5.27%, fixed rate for 5 years 2.9%-3.55% and 4.65% and linkage to consumer price index in Israel
     
356,194
     
140,293
     
223,287
     
-
       

 

F - 19

Ellomay Capital Ltd. and its Subsidiaries
 

Notes to the Condensed Consolidated Unaudited Interim Financial Statements


 
Note 7 - Financial Instruments (cont’d)
 
Fair value (cont’d)

 

(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, 2022
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Valuation techniques for
   
€ in thousands
 
determining fair value

Marketable securities

   

1,761

      -       -      

1,761

 

Market price

Swap contracts
   
-
     
972
 
   
-
     
972
 
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.
Currency swap
   
-
     
1,776
     
-
     
1,776
 
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.
Dori Energy loan
   
-
     
-
     
8,863
     
8,863
 
Fair value is measured by discounting the expected future loan repayments and using market interest rates appropriate for similar instruments, including the required adjustments for the specific loan. The discounting rate was estimated at approximately 11% and the expected annual change of Israeli Consumer Price Index, during the expected lifetime of the loan, was estimated at approximately 2.5%.
Financial power swap
   
-
     
-
     
(63,169
)    
(63,169
)
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 any Level to another Level during the six months ended June 30, 2022.
 
F - 20

Ellomay Capital Ltd. and its Subsidiaries
 

Notes to the Condensed Consolidated Unaudited 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, 2021
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Valuation techniques for
   
€ in thousands
 
determining fair value
Marketable securities
   
1,946
     
-
     
-
     
1,946
 
Market price
Swap contracts
   
-
     
(3,996
)
   
-
     
(3,996
)
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.
Currency swap
   
-
     
3,274
 
   
-
     
3,274
 
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.
Dori Energy loan
   
-
     
-
     
8,495
     
8,495
 
Fair value is measured by discounting the expected future loan repayments and using market interest rates appropriate for similar instruments, including the adjustment required for the parties’ credit risks. The discounting rate was estimated at approximately 11% and the expected annual change of Israeli Consumer Price Index, during the expected lifetime of the loan, was estimated at approximately 1%.
Financial power swap
   
-
     
-
     
(20,894
)    
(20,894
)
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
 
   
Dori Energy loan
 
   
€ in thousands
 
       
Balance as at December 31, 2021
   
8,495
 
         
Repayment of loan to an equity accounted investee
   
(149
)
Loan to an equity accounted investee
   
-
 
Total income recognized in profit or loss
   
208
 
Interest
   
592
 
Foreign Currency translation adjustments
   
(283
)
         
Balance as at June 30, 2022
   
8,863
 
 
F - 21

Ellomay Capital Ltd. and its Subsidiaries
 

Notes to the Condensed Consolidated Unaudited Interim Financial Statements


 

Note 7 - Financial Instruments (cont’d)

 
Fair value (cont’d)

 

(4)         Level 3 financial instruments carried at fair value (cont’d)

 

   
Financial assets
 
   
Financial
power swap
 
   
€ in thousands
 
       
Balance as at December 31, 2021
   
(20,894
)
         
Total loss recognized in other comprehensive income (loss)
   
(42,275
)
         
Balance as at June 30, 2022
   
(63,169
)
 
F - 22

Ellomay Capital Ltd. and its Subsidiaries
 

Notes to the Condensed Consolidated Unaudited Interim Financial Statements


 
Note 8 - Fixed assets

 

                     
Office
       
   
Photovoltaic
   
Pumped
   
Biogas
   
furniture and
       
   
Plants
   
storage
   
installations
   
equipment
   
Total
 
   
€ in thousands
 
Cost
                             
Balance as at January 1, 2022
   
251,027
     
78,892
     
35,192
     
190
     
365,301
 
Additions
   
4,999
     
13,714
     
431
     
14
     
19,158
 
Effect of changes in exchange rates
   
-
     
-
     
-
     
(1
)
   
(1
)
Balance as at June 30, 2022
   
256,026
     
92,606
     
35,623
     
203
     
384,458
 
                                         
Balance as at January 1, 2021
   
223,626
     
16,607
     
34,107
     
180
     
274,520
 
Additions
   
27,401
     
62,285
     
1,085
     
8
     
90,779
 
Effect of changes in exchange rates
   
-
     
-
     
-
     
2
     
2
 
Balance as at December 31, 2021
   
251,027
     
78,892
     
35,192
     
190
     
365,301
 
                                         
Depreciation
                                       
Balance as at January 1, 2022
   
17,297
     
-
     
6,952
     
155
     
24,404
 
Depreciation for the period
   
5,868
     
-
     
1,497
     
10
     
7,375
 
Effect of changes in exchange rates
   
-
     
-
     
-
     
(1
)
   
(1
)
Balance as at June 30, 2022
   
23,165
     
-
     
8,449
     
164
     
31,778
 
                                         
Balance as at January 1, 2021
   
6,286
     
-
     
4,002
     
137
     
10,425
 
Depreciation for the year
   
11,011
     
-
     
2,950
     
16
     
13,977
 
Effect of changes in exchange rates
   
-
     
-
     
-
     
2
     
2
 
Balance as at December 31, 2021
   
17,297
     
-
     
6,952
     
155
     
24,404
 
                                         
Carrying amounts
                                       
As at June 30, 2022
   
232,861
     
92,606
     
27,174
     
39
     
352,680
 
As at December 31, 2021
   
233,730
     
78,892
     
28,240
     
35
     
340,897
 

 

F - 23

Ellomay Capital Ltd. and its Subsidiaries
 

Notes to the Condensed Consolidated Unaudited 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.

 

   
PV
                     
Total
             
               
Ellomay
               
Bio
               
reportable
         
Total
 
   
Italy
   
Spain
   
Solar
   
Talasol
   
Israel1
   
Gas
   
Dorad
   
Manara
   
segments
   
Reconciliations
   
consolidated
 
   
For the six months ended June 30, 2022
 
   
€ in thousands
 
                                                                   
Revenues
   
-
     
2,081
     
327
     
20,402
     
2,246
     
5,830
     
26,756
     
-
     
57,642
     
(28,446
)
   
29,196
 
Operating expenses
   
-
     
(100
)
   
(191
)
   
(7,088
)
   
(214
)
   
(5,539
)
   
(20,769
)
   
-
     
(33,901
)
   
20,769
     
(13,132
)
Depreciation expenses
   
-
     
(452
)
   
-
     
(5,655
)
   
(1,268
)
   
(1,607
)
   
(3,240
)
   
-
     
(12,222
)
   
4,244
     
(7,978
)
Gross profit (loss)
   
-
     
1,529
     
136
     
7,659
     
764
     
(1,316
)
   
2,747
     
-
     
11,519
     
(3,433
)
   
8,086
 
Project development costs
                                                                                   
(1,554
)
General and administrative expenses
                                                                                   
(3,297
)
Share of profits of equity
                                                                                       
accounted investee
                                                                                   
(602
)
Operating profit
                                                                                   
2,633
 
Financing income
                                                                                   
4,439
 
Financing expenses in connection
                                                                                       
with derivatives and warrants, net
                                                                                   
338
 
Financing expenses
                                                                                   
(6,958
)
Income before taxes on Income
                                                                                   
452
 
Segment assets as at
                                                                                       
June 30, 2022
   
7,273
     
15,376
     
21,684
     
267,090
     
36,404
     
31,661
     
108,718
     
120,906
     
609,112
     
(34,776
)
   
574,336
 
 
1 The Talmei Yosef PV Plant located in Israel is presented under the fixed asset model and not under the financial asset model as per IFRIC 12.

 

F - 24

Ellomay Capital Ltd. and its Subsidiaries
 

Notes to the Condensed Consolidated Unaudited Interim Financial Statements


 
Note 9 - Operating Segments (cont’d)

 

   
PV
                     
Total
             
               
Ellomay
               
Bio
               
reportable
         
Total
 
   
Italy
   
Spain
   
Solar
   
Talasol
   
Israel1
   
Gas
   
Dorad
   
Manara
   
segments
   
Reconciliations
   
consolidated
 
   
For the six months ended June 30, 2021
 
   
€ in thousands
 
                                                                   
Revenues
   
-
     
1,534
     
-
     
12,140
     
2,130
     
6,129
     
22,940
     
-
     
44,873
     
(24,480
)
   
20,393
 
Operating expenses
   
-
     
(423
)
   
-
     
(2,054
)
   
(170
)
   
(4,925
)
   
(18,049
)
   
-
     
(25,621
)
   
18,049
     
(7,572
)
Depreciation expenses
   
-
     
(451
)
   
-
     
(4,836
)
   
(1,151
)
   
(1,552
)
   
(2,685
)
   
-
     
(10,675
)
   
3,599
     
(7,076
)
Gross profit (loss)
   
-
     
660
     
-
     
5,250
     
809
     
(348
)
   
2,206
     
-
     
8,577
     
(2,832
)
   
5,745
 
Project development costs
                                                                                   
(1,119
)
General and
                                                                                       
administrative expenses
                                                                                   
(2,572
)
Share of profits of equity
                                                                                       
accounted investee
                                                                                   
(772
)
Operating profit
                                                                                   
1,282
 
Financing income
                                                                                   
1,716
 
Financing expenses in connection
                                                                                       
with derivatives and warrants, net
                                                                                   
(109
)
Financing expenses
                                                                                   
(7,745
)
Loss before taxes
                                                                                       
on Income
                                                                                   
(4,856
)
Segment assets as at
                                                                                       
June 30, 2021
   
833
     
15,130
     
5,589
     
243,076
     
35,548
     
34,903
     
106,164
     
90,300
     
531,543
     
(34,903
)
   
496,640
 
 
1 The Talmei Yosef PV Plant located in Israel is presented under the fixed asset model and not under the financial asset model as per IFRIC 12.

 

F - 25

Ellomay Capital Ltd. and its Subsidiaries
 

Notes to the Condensed Consolidated Unaudited Interim Financial Statements


 
Note 9 - Operating Segments (cont’d) 

 

   
PV
                     
Total
             
               
Ellomay
               
Bio
               
reportable
         
Total
 
   
Italy
   
Spain
   
Solar
   
Talasol
   
Israel1
   
Gas
   
Dorad
   
Manara
   
segments
   
Reconciliations
   
consolidated
 
   
For the year ended December 31, 2021
 
   
€ in thousands
 
                                                                   
Revenues
   
-
     
2,587
     
-
     
29,432
     
4,255
     
12,686
     
51,630
     
-
     
100,590
     
(54,869
)
   
45,721
 
Operating expenses
   
-
     
(472
)
   
-
     
(6,305
)
   
(367
)
   
(10,446
)
   
(39,175
)
   
-
     
(56,765
)
   
39,175
     
(17,590
)
Depreciation expenses
   
-
     
(904
)
   
-
     
(10,586
)
   
(2,374
)
   
(3,135
)
   
(5,539
)
   
-
     
(22,538
)
   
7,422
     
(15,116
)
Gross profit (loss)
   
-
     
1,211
     
-
     
12,541
     
1,514
     
(895
)
   
6,916
     
-
     
21,287
     
(8,272
)
   
13,015
 
Project development costs
                                                                                   
(2,508
)
General and
                                                                                       
administrative expenses
                                                                                   
(5,661
)
Share of loss of equity
                                                                                       
accounted investee
                                                                                   
117
 
Operating profit
                                                                                   
4,963
 
Financing income
                                                                                   
2,931
 
Financing expenses in connection
                                                                                       
with derivatives and warrants, net
                                                                                   
(841
)
Financing expenses, net
                                                                                   
(28,974
)
Loss before taxes
                                                                                       
on Income
                                                                                   
(21,921
)
Segment assets as at
                                                                                       
December 31, 2021
   
1,715
     
13,841
     
14,456
     
247,004
     
38,809
     
34,570
     
118,435
     
107,678
     
576,508
     
(24,529
)
   
551,979
 
 

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

 

F - 26

Ellomay Capital Ltd. and its Subsidiaries
 

Notes to the Condensed Consolidated Unaudited Interim Financial Statements


 
Note 10 - Leases
 
1.           Material lease agreements entered into during the period
 
Ellomay Solar Italy One and Ellomay Solar Italy Two each lease land in in the municipality of Latina, Borgo Bainsizza, Lazio Region, Italy from private lessors for a period of 31 years, on which they are constructing photovoltaic facilities. The contractual period of the aforesaid lease agreements ends in May 2053. A right-of-use asset in the amount of €1,335 thousand has been recognized in the statement of financial position in May 2022 in respect of leases of land. A lease liability in the amount of €1,335 thousand has been recognized in the statement of financial position in May 2022 in respect of such leases of land, out of which an amount of €17 thousand has been recognized in short term liabilities.
 
2.          Right-of-use assets
 
   
Italy
   
Spain
   
Talasol
   
Israel
   
Bio Gas
   
Manara
   
Total
 
   
€ in thousands
 
Cost
                                         
                                           
Balance as at January 1, 2022
   
-
     
2,755
     
7,587
     
1,503
     
170
     
11,352
     
23,367
 
Additions
   
1,335
     
-
     
-
     
36
     
-
     
97
     
1,468
 
Depreciation for the period
   
(5
)
   
(58
)
   
(202
)
   
(59
)
   
(110
)
   
(237
)
   
(671
)
Disposals
   
-
     
(394
)
   
-
     
-
     
-
     
-
     
(394
)
Effect of changes in exchange rates
   
-
     
-
     
-
     
(48
)
   
-
     
(362
)
   
(410
)
Balance as at June 30, 2022
   
1,330
     
2,303
     
7,385
     
1,432
     
60
     
10,850
     
23,360
 
 
3.          Lease liability
 
Maturity analysis of the company's lease liabilities
 
   
June 30, 2022
 
   
€ in thousands
 
Less than one year
   
675
 
One to five years
   
2,840
 
More than five years
   
13,366
 
         
Total
   
16,881
 
         
Current maturities of lease liability
   
675
 
         
Long-term lease liability
   
16,206
 

 

F - 27

Ellomay Capital Ltd. and its Subsidiaries
 

Notes to the Condensed Consolidated Unaudited Interim Financial Statements


 

Note 11 - Subsequent events

 

In order to manage the currency risk resulting from the Series C Debentures, which are denominated in NIS, the Company executed currency swap transactions in March 2021. The Company exchanged Series C Debentures NIS denominated notional principal in the aggregate amount of NIS 100,000 thousand with a euro notional principal. Such currency swap transactions qualified for hedge accounting.

 

On August 17, 2022, the company closed the currency swap transaction at a mark to market price of approximately EUR 3.8 million and recorded the proceeds to be received in the same amount against the hedging reserve. The hedging reserve will be recorded as financing expenses over the life of Series C Debentures.

 

F - 28



Exhibit 99.2
 
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, 2022 (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, 2021, or the Annual Report, filed with the Securities and Exchange Commission, or SEC, on March 31, 2022. 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, 2022.

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.

Overview

We are involved in the production of renewable and clean energy. We own seven PV Plants that are operating and connected to their respective national grids as follows: (i) five photovoltaic plants in Spain with an aggregate installed capacity of approximately 35.9 MWp, (ii) 51% of Talasol, which owns a photovoltaic plant with an installed capacity of 300 MW in the municipality of Talaván, Cáceres, Spain that was connected to the Spanish electricity grid in the end of December 2020, and (iii) one photovoltaic plant in Israel with an installed capacity of approximately 9 MWp. In addition, we indirectly own: (i) 9.375% of Dorad Energy Ltd., or Dorad, (ii) Ellomay Solar Italy One SRL and Ellomay Solar Italy Two SRL, that are constructing photovoltaic plants with installed capacity of 14.8 MW and 4.95 MW, respectively, in the municipality of Latina, Borgo Bainsizza, Lazio Region, Italy, (iii) Groen Gas Goor B.V., Groen Gas Oude-Tonge B.V. and Groen Gas Gelderland B.V., project companies operating anaerobic digestion plants in the Netherlands, with a green gas production capacity of approximately 3 million, 3.8 million and 9.5 million (with a license to produce 7.5 million) Nm3 per year, respectively, and (iv) 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.



The following table includes information concerning our revenues per facility:

Name
 
Installed/ production Capacity1
 
Location
 
Type of Plant
 
Connection to Grid
 
Fixed Tariff
 
Revenue in the six months ended June 30, 2021 (in thousands)2
 
Revenue in the six months ended June 30, 2022 (in thousands)2
 
“Rinconada II”
2,275 kWp
Municipality of Córdoba, Andalusia, Spain
PV – Fixed panels
July 2010
N/A
€423
€601
“Rodríguez I”
1,675 kWp
Province of Murcia, Spain
PV – Fixed panels
November 2011
N/A
€314
€442
“Rodríguez II”
2,691 kWp
Province of Murcia, Spain
PV – Fixed panels
November 2011
N/A
€539
€716
“Fuente Librilla”
1,248 kWp
Province of Murcia, Spain
PV – Fixed panels
June 2011
N/A
€258
€322
“Talmei Yosef”
9,400 kWp
Talmei Yosef, Israel
PV – Fixed panels
November 2013
1.01853 (NIS/kWh)
€5904
€5564
“Talasol”
300,000 kWp
Talaván, Cáceres, Spain
PV – Fixed panels
December 2020
N/A
€12,1405
€20,402
“Ellomay Solar”
28,000 kWp
Talaván, Cáceres, Spain
PV – Fixed panels
June 2022
N/A
-
€3276
“Groen Gas Goor”
3 million Nm3 per year
Goor, the Netherlands
Biogas
November 2017
N/A
€1,727
€1,354
“Goren Gas Oude-Tonge”
3.8 million Nm3 per year
Oude-Tonge, the Netherlands
Biogas
June 2018
N/A
€1,552
€1,417
“Groen Gas Gelderland”
7.5 million Nm3 per year7
Gelderland, the Netherlands
Biogas
April 2017
N/A
€2,850
€3,059

1. The actual capacity of a photovoltaic plant is generally subject to a degradation of 0.5%-0.7% 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 the climate and the degradation of the solar panels.
 
3. The initial tariff of NIS 0.9631/kWh was fixed for a period of 20 years and is updated once a year based on changes to the Israeli CPI of October 2011. The tariff was NIS 0.9946/kWh in 2021 and increased to NIS 1.0185/kWh in 2022.
 
4. As a result of the accounting treatment of the Talmei Yosef project as a financial asset, out of total proceeds from the sale of electricity of approximately €2.3 million for the six months ended June 30, 2021 and 2022, only revenues related to the ongoing operation of the plant in the amount of approximately €0.6 million for each of the six month periods ended June 30, 2021 and 2022, are recognized as revenues.
 
5. The Talasol PV Plant is 51% owned by us. It was connected to the Spanish national grid at the end of December 2020 and achieved PAC (Preliminary Acceptance Certificate) on January 27, 2021. Revenues were recorded commencing the connection to the grid.
 
6. This plant was connected to the Spanish national grid in June 2022 and achieved PAC on July 20, 2022. Revenues were recorded commencing the connection to the grid in June 2022.
 
7. 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.
 
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.

2


Operating Results

Segments

Our reportable segments, which form our strategic business units, are as follows: (i) photovoltaic power plants presented per geographical areas (Spain, Israel and Italy), (ii) 9.375% indirect interest in Dorad, (iii) anaerobic digestion plants (Bio Gas) in the Netherlands (iv) pumped storage hydro power plant in Manara, Israel (v) Talasol and (vi) Ellomay Solar. For more information see note 9 of our condensed consolidated interim financial statements as at June 30, 2022.

Results of Operations

Six Months Ended June 30, 2022 Compared with Six Months Ended June 30, 2021

Revenues

Revenues were approximately €29.2 million for the six months ended June 30, 2022, compared to approximately €20.4 million for the six months ended June 30, 2021. This increase is mainly attributable to the substantial increase in electricity prices in Spain.

Revenues by Segments

   
Six months ended June 30,
   
June 30, 2022 vs. June 30, 2021 Change
 
(Euro in thousands)
 
2022
   
2021
     €    

%
 
Spanish PV segment
   
2,081
     
1,534
     
547
     
36
%
Ellomay Solar PV segment
   
327
     
-
     
327
     
100
%
Talasol PV Segment
   
20,402
     
12,140
     
8,262
     
68
%
Israeli PV segment
   
2,246
     
2,130
     
116
     
5
%
Netherlands biogas segment
   
5,830
     
6,129
     
(299
)
   
(5
)%
Dorad segment
   
26,756
     
22,940
     
3,816
     
17
%

3


Spanish PV Segment.  Revenues from our Spanish PV segment were approximately €2.1 million for the six months ended June 30, 2022, compared to approximately €1.5 million for the six months ended June 30, 2021. The increase mainly resulted from the increase in electricity prices in Spain.

Ellomay Solar PV Segment.  Revenues from our Ellomay Solar PV segment were approximately €0.3 million for the six months ended June 30, 2022, compared to 0 for the six months ended June 30, 2021. The Ellomay Solar PV Plant was connected to the Spanish national grid on June 11, 2022 and therefore no revenues were generated or recognized prior to such date.

Talasol PV Segment.  Revenues from our Talasol PV segment were approximately €20.4 million for the six months ended June 30, 2022, compared to approximately €12.1 for the six months ended June 30, 2021. The increase resulted from the increase in electricity prices in Spain. 

Israeli PV Segment.  The segment results for our PV Plant located in Israel are presented under the fixed asset model and not under the IFRIC 12 financial asset model as applied in our financial statements. Proceeds for electricity produced by our Israeli PV segment were approximately €2.3 million for the six months ended June 30, 2022, compared to approximately €2.1 million for the six month period ended June 30, 2021. The increase in revenues is due to the translation from NIS to Euro resulting from the strengthening of the NIS against the Euro.

Netherlands Biogas Segment. Revenues from our Netherlands biogas segment were approximately €5.8 million for the six months ended June 30, 2022, compared to approximately €6.1 million for the six months ended June 30, 2021. The decrease in revenues is due to malfunctions in the production process that were repaired after the balance sheet date.

Dorad Segment.  Our share in the revenues of Dorad was approximately €26.8 million (approximately NIS 95.7 million) for the six months ended June 30, 2022, compared to approximately €22.9 million (approximately NIS 90.3 million) for the six months ended June 30, 2021. The increase in Dorad’s revenues is mainly due to increased production and an increase in tariff and in the electricity sold to Dorad’s customers for the six months ended June 30, 2021.

Operating Expenses and Depreciation Expenses

Operating expenses were approximately €13.1 million for the six months ended June 30, 2022, compared to approximately €7.6 million for the six months ended June 30, 2021. The increase in operating expenses is mainly attributable to the introduction of the Spanish RDL 17/2021 that established the reduction, until June 30, 2022, 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. The increase in operating expenses also resulted from the biogas operations in the Netherlands that was impacted by the war in Ukraine causing shortages in certain raw materials and an increase in delivery prices. Depreciation and amortization expenses were approximately €8 million for the six months ended June 30, 2022, compared to approximately €7.1 million for the six months ended June 30, 2021. The increase in depreciation and amortization expenses is mainly attributable to the recognition of results of the Talasol PV Plant for the entire first half of 2022, compared to a partial recognition (commencing upon the achievement of PAC of the Talasol PV Plant on January 27, 2021) in 2021.

4


Operating Expenses by Segments

   
Six months ended June 30,
   
June 30, 2022 vs. June 30, 2021 Change
 
(Euro in thousands)
 
2022
   
2021
     €    

%
 
Spanish PV segment
   
100
     
423
     
(323
)
   
(76
)%
Ellomay Solar PV segment
   
191
     
-
     
191
     
100
%
Talasol PV Segment
   
7,088
     
2,054
     
5,034
     
245
%
Israeli PV segment
   
214
     
170
     
44
     
25
%
Netherlands biogas segment
   
5,538
     
4,925
     
613
     
12
%
Dorad segment
   
20,769
     
18,049
     
2,720
     
15
%

Spanish PV Segment. Operating expenses in connection with our Spanish PV segment were approximately €0.1 million for the six months ended June 30, 2022, compared to approximately €0.4 million for the six months ended June 30, 2021. The decrease resulted from repair works carried out at the Rinconada II PV Plant due to damage caused by theft in 2021. We received indemnification for such damage from the insurance company in 2022.

Ellomay Solar PV Segment.  Operating expenses in connection with our Ellomay Solar PV segment were approximately €0.2 million for the six months ended June 30, 2022, compared to 0 for the six months ended June 30, 2021. The Ellomay Solar PV Plant was connected to the Spanish national grid on June 11, 2022 and therefore no operating expenses were recognized prior to such date.

Talasol PV Segment.  Operating expenses in connection with our Talasol PV segment were approximately €7.1 million for the six months ended June 30, 2022, compared to approximately €2.1 million for the six months ended June 30, 2021. The increase resulted mainly from the introduction of the Spanish RDL 17/2021 that established the reduction, until June 30, 2022, 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.

Israeli PV Segment. Operating expenses in connection with our Israeli PV segment were approximately €0.2 million for each of the six month periods ended June 30, 2022 and 2021.

Netherlands Biogas Segment. Operating expenses in connection with our Netherlands biogas segment were approximately €5.5 million for the six months ended June 30, 2022, compared to approximately €4.9 million for the six months ended June 30, 2021. The increase is mainly attributable to the impact of the war in Ukraine causing shortages in certain raw materials and an increase in delivery prices.

Dorad Segment. Operating expenses in connection with our Dorad segment were approximately €20.8 million (approximately NIS 74.3 million) for the six months ended June 30, 2022, compared to approximately €18 million (approximately NIS 71 million) for the six months ended June 30, 2021. The increase in Dorad’s operating expenses is mainly due to an increase in gas consumption and increased tariff.

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Project Development Costs

Project development costs were approximately €1.6 million for the six months ended June 30, 2022, compared to approximately €1.1 million for the six months ended June 30, 2021. The increase in project development costs is mainly due to expenses in connection with the advancing development of photovoltaic projects in Italy.

General and Administrative Expenses

General and administrative expenses were approximately €3.3 million for the six months ended June 30, 2022, compared to approximately €2.6 million for the six months ended June 30, 2021. The increase is mostly due to increased D&O liability insurance costs, increase in the management fee paid pursuant to the new Management Services Agreement effective July 1, 2021, and an increase in salaries paid to employees.

Share of Losses of Equity Accounted Investee

Our share of losses of equity accounted investee, after elimination of intercompany transactions, was approximately €0.6 million for the six months ended June 30, 2022, compared to a loss of approximately €0.8 million in the six months ended June 30, 2021.

Financing Expenses, Net

Financing expenses, net was approximately €2.2 million for the six months ended June 30, 2022, compared to approximately €6.1 million for the six months ended June 30, 2021. The decrease in financing expenses, net, was mainly due to the following:


•
income resulting from exchange rate differences amounting to approximately €2.6 million in the six months ended June 30, 2022, mainly in connection with the NIS cash and cash equivalents and the Company’s NIS denominated debentures caused by the 3.3% appreciation of the euro against the NIS during the six months ended June 30, 2022, compared to expenses in the amount of approximately €0.2 million for the six months ended June 30, 2021, caused by the 0.8% devaluation of the euro against the NIS during the six months ended June 30, 2021;
 

•
income resulting from indexation to the increases in the Israeli consumer price index (CPI); and 
 

•
expenses recorded in 2021 amounting to approximately €0.8 million in connection with the early repayment of the Company’s Series B Debentures.
 
Taxes on Income

Taxes on income were approximately €1.1 million for the six months ended June 30, 2022, compared to approximately €0.3 million for the six months ended June 30, 2021. The increase is mainly due to the substantial increase in electricity prices in Spain, resulting in higher taxable income of our Spanish subsidiaries.

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Loss

Loss was approximately €0.6 million for the six months ended June 30, 2022, compared to a loss of approximately €5.2 million for the six months ended June 30, 2021.

Total Other Comprehensive Loss

Total other comprehensive loss was approximately €34.8 million for the six months ended June 30, 2022, compared to approximately €4.7 million for the six months ended June 30, 2021. The increase in total other comprehensive loss mainly resulted from changes in fair value of cash flow hedges, including a material reduction in the fair value of the financial power swap, or PPA, that covers approximately 80% of the output of the Talasol PV Plant. The PPA experienced a high volatility due to the substantial increase in electricity prices in Europe since the commencement of the military conflict between Russia and Ukraine. In accordance with hedge accounting standards, the changes in the 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 PPA (including the minority share) is consolidated into our financial statements and total equity. Alongside the decrease in fair value of the PPA, the increase in the electricity prices has a positive impact on Talasol’s revenues from the sale of the capacity that is not subject to the PPA, resulting in an expected increase in Talasol’s net income and cash flows.

Total Comprehensive Loss

Total comprehensive loss was approximately €35.4 million for the six months ended June 30, 2022, compared to approximately €9.9 million for the six months ended June 30, 2021.

Impact of Fluctuation of Currencies

We hold cash and cash equivalents, marketable securities and restricted cash in various currencies, mainly in euro and NIS. Our investments in our Spanish PV Plants, in the WtE Plants and in the Talasol PV Plant are denominated in euro and our investments in Dori Energy, in the Talmei Yosef PV Plant and in Manara PSP are denominated in NIS. Our Debentures are denominated in NIS and the interest and principal payments are made in NIS, the financing of the Talmei Yosef PV Plant and the Manara PSP is denominated in NIS and the financing we and Talasol have obtained in connection with our Spanish PV Plants is denominated in euro and bears interest that is based on EURIBOR rate and the Talasol New Financing is denominated in Euro. We therefore are affected by changes in the prevailing euro/NIS exchange rates and previously, prior to the change in our presentation currency were affected by changes in the prevailing euro/U.S. dollar and euro/NIS exchange rates. We entered into various swap transactions to minimize our currency risks. We cannot predict the rate of appreciation/depreciation of the NIS against the euro in the future, and whether these changes will have a material adverse effect on our finances and operations.

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The table below sets forth the annual and semi-annual rates of appreciation (or depreciation) of the NIS against the Euro.

   
Year ended December 31,
   
Six months ended June 30,
 
   
2021
   
2020
   
2022
   
2021
 
Appreciation (Devaluation) of the euro against the NIS
   
(10.8
)%
   
1.7
%
   
3.3
%
   
(1.8
)%

The representative NIS/euro exchange rate was NIS 3.6364 for one euro on June 30, 2022 and NIS 3.875 for one euro on June 30, 2021. The average exchange rates for converting NIS to euro during the six-month periods ended June 30, 2022 and 2021 were NIS 3.577 and NIS 3.936 for one euro, respectively. The exchange rate as of September 1, 2022 was NIS 3.3690 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 PV Plants and other Facilities

Our PV Plants and other energy manufacturing plants are subject to comprehensive regulation and we sell the electricity and energy produced 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 the Covid-19 pandemic or otherwise or continued financial distress of the IEC could cause the applicable legislator to reduce benefits provided to operators of PV plants or other privately-owned energy manufacturing plants or to revise the incentive 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 Dori 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

As of September 1, 2022, we held approximately €49.9 million in cash and cash equivalents, approximately €1.8 million in marketable securities, approximately €19.5 million in long term deposits and approximately €25 million in restricted short-term and long-term cash.

Although we now hold the aforementioned funds, we may need additional funds if we seek to acquire certain new businesses and operations and if we seek to implement our project development plans and to advance large development projects that require substantial funds. If we are unable to raise funds through public or private financing of debt or equity, we will be unable to fund certain projects, investments or business combinations that could ultimately improve our financial results. We cannot ensure that additional financing will be available on commercially reasonable terms or at all.

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We entered into various project finance agreements in connection with the financing of our Spanish PV Plants, including the Talasol PV Plant, the Talmei Yosef PV Plant, the Netherlands Biogas Plants and of the Manara PSP. In March 2017 we issued the Series B Debentures, which were repaid by us in full in March 2021. In July 2019, October 2020, February 2021 and October 2021 we issued the Series C Debentures and in February 2021 we issued the Series D Convertible Debentures. In addition, during January and February 2021, Israeli institutional investors exercised warrants previously issued to them in a private placement. We will require additional funds in order to advance the projects that are currently under development or that will be developed in the future. For more information concerning our financing activities, see “Item 5.B. Liquidity and Capital Resources” of our Annual Report.

On June 6, 2022, the holders of our Series C Debentures approved an amendment to the Series C Deed of Trust, which provides for certain revisions to the financial covenants and for the increase of the annual interest rate payable on the principal of the Series C Debentures by 0.25% from 3.3% to 3.55%, commencing on June 6, 2022.

As of June 30, 2022, we had working capital deficiency of approximately €25.4 million. The working capital deficiency as of June 30, 2022 resulted from the recording of current maturities of derivatives in the amount of approximately €39 million as a result of the decrease in the fair value of the PPA executed in connection with the Talasol PV Plant. These current maturities do not impact our cash flows. Taking into account the nature of the current maturities, in our opinion our working capital is sufficient for our present requirements.

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 the board of directors of the company 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, 2022, our Board of Directors noted the working capital deficiency as of June 30, 2022. 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, 2022 does not indicate a liquidity problem. In making such determination, our board of directors noted the following: (i) the deficiency in working capital resulted from the recording of current maturities of derivatives in the amount of approximately €39 million as a result of the decrease in the fair value of the PPA executed in connection with the Talasol PV Plant, which does not impact our cash flow as Talasol’s revenues from the sale of electricity are expected to exceed its liability and payments to the PPA provider, (ii) pursuant to the applicable accounting rules, we are required to recognize the fair value of expected future payments to the PPA provider as a liability but do not recognize the expected revenues from the Talasol PV Plant as assets, resulting in an increase in current liabilities and a working capital deficiency, and (iii) our operating subsidiaries generated a positive cash flow during the year ended December 31, 2021 and the six month periods ended June 30, 2022 and 2021.

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We currently invest our excess cash in cash and cash equivalents that are highly liquid and in marketable securities.

As of June 30, 2022, we held approximately €60 million in cash and cash equivalents, approximately €1.8 million in marketable securities and approximately €24.7 million in short-term and long-term restricted cash, compared with approximately €41.2 million was in cash and cash equivalents, approximately €1.9 million in marketable securities, approximately €28.4 million in short-term deposits and approximately €16.6 million long-term restricted cash and deposits we held at December 31, 2021. The change in cash and cash equivalents is mainly due to the refinancing of Talasol’s debt.

From 2017 through September 1, 2022, we made capital expenditures in an aggregate amount of approximately NIS 48.6 million (approximately €14.4 million) in connection with the acquisition of the Talmei Yosef PV Plant. The aggregate capital expenditures in connection with the Manara PSP through September 1, 2022 were approximately NIS 337 million (approximately €92.6 million as per the exchange rate as of June 30, 2022). From 2017 through September 1, 2022, capital expenditures incurred by the project companies in connection with the Waste-to-Energy projects in the Netherlands was approximately €35.8 million. From 2017 through September 1, 2022, we made aggregate capital expenditures of approximately €256.9 million in connection with our operating Spanish PV Plants. Our aggregate capital expenditures in connection with PV Plants under development and construction in Europe and Israel, including amounts recorded in project development costs, was approximately €8.5 million.

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Cash flows

The following table summarizes our cash flows for the periods presented:

   
Six months ended June 30,
 
   
2022
   
2021
 
   
(euro in thousands)
 
Net cash provided by operating activities
   
8,017
     
7,269
 
Net cash used in investing activities
   
(3,249
)
   
(53,636
)
Net cash provided by financing activities
   
17,082
     
44,292
 
Exchange differences on balances of cash and cash equivalents
   
(3,128
)
   
2,489
 
Increase in cash and cash equivalents
   
18,722
     
414
 
Cash and cash equivalents at beginning of period
   
41,229
     
66,845
 
Cash and cash equivalents at end of period
   
59,951
     
67,259
 

Operating activities

In the six months ended June 30, 2022, we had a loss of approximately €0.6 million. Net cash provided by operating activities was approximately €8 million. The net cash provided by operating activities for the six months ended June 30, 2022 included a nonrecurring advance payment of income tax as per a tax assessment agreement (timing differences of payable income tax) to the Israeli Tax Authority in connection with the Talmei Yosef PV Plant in the amount of approximately €3.2 million.

In the six months ended June 30, 2021, we had a loss of approximately €5.2 million. Net cash provided by operating activities was approximately €7.3 million.

Investing activities

Net cash used in investing activities was approximately €3.2 million in the six months ended June 30, 2022, primarily due to investments in the Ellomay Solar PV Plant and the Manara PSP, partially offset by proceeds from short term deposits.

Net cash used in investing activities was approximately €53.6 million in the six months ended June 30, 2021, primarily due to the Talasol PV Plant and the Manara PSP.

Financing activities

Net cash provided by financing activities in the six months ended June 30, 2022 was approximately €17.1 million, resulting mainly from proceeds from long term loans from banks and others, including the refinancing of Talasol’s debt, offset by the repayment of the previous financing of the Talasol PV Plant and repayments made on account of our Debentures.

Net cash provided by financing activities in the six months ended June 30, 2021 was approximately €44.3 million, resulting mainly from proceeds from long term loans from banks and others, proceeds from the exercise of warrants and from the issuance of our Series C and Series D Debentures, offset by the early repayment of our Series B Debentures and the partial principal repayment of our Series C Debentures.

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As of June 30, 2022, 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, 2022, our total current assets amounted to approximately €78.5 million, of which approximately €60 million was in cash and cash equivalents, compared with total current liabilities of approximately €103.9 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, 2021, our total current assets amounted to approximately €82.8 million, of which approximately €67.3 million was in cash and cash equivalents, compared with total current liabilities of approximately €52 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, 2022, 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.

We hold cash and cash equivalents, marketable securities and restricted cash in various currencies, including euro and NIS. Our holdings in the Italian and Spanish PV Plants and in the Netherlands Biogas Projects are denominated in euros and our holdings in the Talmei Yosef PV Plant and in Dori Energy are denominated in NIS. The financing we have in connection with our Italian PV Plants and the Netherlands Biogas Projects is denominated in euros and the financing we have in connection with our Italian PV Plants bears interest that is based on EURIBOR rate. Our Debentures and the project finance debt of the Talmei Yosef PV Plant are denominated in NIS and are to be repaid (principal and interest) in NIS.

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Inflation and Fluctuation of Currencies

As detailed in our Annual Report, we previously utilized forward transactions to manage the foreign exchange risk resulting from our euro based operations and we entered into a Cross Currency Swap transaction in connection with the issuance of our Series C Debentures.

Interest Rate

As detailed in our Annual Report, we utilize interest rate swap derivatives to convert certain floating-rate debt to fixed-rate debt. Our interest rate swap derivatives involve an agreement to pay a fixed-rate interest and receive a floating-rate interest, at specified intervals, calculated on an agreed notional amount that matches the amount of the original loan and paid on the same installments and maturity dates. In the future, we may enter into additional interest rate swaps or other derivatives contracts to further hedge our exposure to fluctuations in interest rates.

For more information concerning hedging transaction, including transactions entered into in connection with the project finance agreement of the Talasol Project, see note 7 of our condensed consolidated interim financial statements as at June 30, 2022.

On August 17, 2022 the company closed the currency swap transaction at a mark to market price of approximately EUR 3.8 million and recorded the proceeds to be received in the same amount against the hedging reserve. The hedging reserve will be recorded as financing expenses over the life of Series C Debentures.

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. Please see also note 1 of our condensed consolidated interim financial statements as at June 30, 2022 for additional disclosure in connection with the Covid-19 pandemic and the military conflict between Russia and Ukraine. 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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