TEL-AVIV, Israel, Sept. 3, 2013 /PRNewswire/ -- Ellomay
Capital Ltd. (NYSE MKT: ELLO) ("Ellomay" or the
"Company"), today reported its unaudited financial results for
the six month period ended June 30,
2013.
Financial Highlights
- Revenues were approximately $4.8
million for the six months ended June
30, 2013, compared to approximately $4.4 million for the six months ended
June 30, 2012. The increase in
revenues mainly resulted from the acquisition of a photovoltaic
plant located in Spain consummated
on July 1, 2012. Operating expenses
were approximately $0.9 million for
the six months ended June 30, 2013,
compared to approximately $1 million
for the six months ended June 30,
2012. Depreciation expenses were approximately $1.4 million for the six months ended
June 30, 2013, compared to
approximately $1.3 million for the
six months ended June 30,
2012.
- Gain on bargain purchase was approximately $10.2 million for the six months ended
June 30, 2013. On June 26, 2013, the Company consummated the
acquisition of two photovoltaic plants with fixed technology in the
Veneto Region, Italy (Northern Italy), with an aggregate capacity of
approximately 12MWp (the "Veneto PV Sites"). The Veneto PV Sites
are fully constructed and operating and were connected to the
Italian national grid in August 2011
under the applicable Feed-in-Tariff (0.238
Euro/kWh). The final consideration paid for the Veneto PV
Sites and the related licenses was approximately 23.5 million Euros (approximately $30.6 million). The Veneto PV Sites were
purchased under insolvency proceedings.
Our results presented in the interim statements of comprehensive
income (loss) do not include the results of the Veneto PV Sites, as
the closing date of the acquisition was in near proximity to the
balance sheet date.
We performed a preliminary analysis of the fair value of
identifiable assets acquired and liabilities assumed and a
preliminary and provisional purchase price allocation and recorded
gain on bargain purchase (negative goodwill) in the amount of
approximately $10.2 million based
upon management's best estimate of the value as a result of such
preliminary analysis. Negative goodwill represents the excess of
the Company's share in the fair value of acquired identifiable
assets, liabilities and contingent liabilities over the cost of an
acquisition. The provisional amounts recognized may be adjusted
during the 12 month period following the acquisition in accordance
with IFRS 3 as more detailed analyses are completed and
additional information on the fair value of assets and liabilities
becomes available. Therefore, actual amounts recorded upon
the finalization of the valuation may differ materially from the
information presented in this release.
- General and administrative expenses were approximately
$1.3 million for the six months ended
June 30, 2013, compared to
approximately $1.4 million for the
six months ended June 30, 2012. The
decrease in general and administrative expenses was primarily due
to cost efficiency.
- EBITDA was approximately $2.4
million for the six months ended June
30, 2013, compared to approximately $1.8 million for the six months ended
June 30, 2012. This increase resulted
mainly from the consummation of the acquisition of our Spanish
photovoltaic plant.
- Financial income, net was approximately $2.4 million for the six months ended
June 30, 2013, compared to financial
expenses, net that were approximately $1.2
million for the six months ended June
30, 2012. This increase in financial income was primarily
attributable to the fair value measurement of swap contracts and
the fair value measurement of options to acquire additional shares
of U. Dori Energy Infrastructures Ltd. ("Dori Energy").
- Share of losses of equity accounted investees was approximately
$0.2 million for the six months ended
June 30, 2013, compared to
approximately $0.1 million for the
six months ended June 30, 2012. The
increase was due to expenses recorded by Dorad Energy Ltd.
("Dorad") resulting from a contractual commitment to compensate a
client due to a delay of the commercial operation in 2013.
- Taxes on income were approximately $0.8
million for the six months ended June
30, 2013, compared to approximately $0.2 million for the six months ended
June 30, 2012. The increase was
mainly due to the consummation of the acquisition of the Company's
Spanish photovoltaic plants on July
2012 and income recorded in 2012 referring to the reverse of
uncertain tax positions due to the closure of tax years.
- Other comprehensive gain from foreign currency translation
differences from foreign operations were approximately $0.5 million for the six months ended
June 30, 2013, compared to other
comprehensive loss of approximately $1.4
million for the six months ended June
30, 2012. The gain for the six months ended June 30, 2013 was primarily due to the Company's
operations in the Italian and Spanish photovoltaic field and
resulted from the revaluation of the Euro against the US
dollar.
- Total comprehensive gain was approximately $13.3 million in the six months ended
June 30, 2013, compared to total
comprehensive loss of approximately $2
million in the six months ended June
30, 2012. The increase was mainly due to the gain on bargain
purchase of approximately $10.2
million recorded in 2013.
- As of August 15, 2013, the
Company held approximately $2.9
million in cash and cash equivalents, approximately
$12.6 million in restricted cash and
approximately $5.3 million in short
term deposits.
- During the six months ended June 30,
2013, we extended an additional aggregate amount of
approximately $2.1 million to Dori
Energy in connection with Dorad's funding requirements from Dori
Energy pursuant to the agreement between Dorad and its
shareholders.
- On June 20, 2013 the Company
entered into a loan agreement with one of the major Israeli banks
(the "Loan Agreement"). Pursuant to the Loan Agreement the Company
received an amount of Euro 13.5
million (approximately $17.6
million), for a period of 18 months, bearing an interest at
the EURO LIBOR 12 month rate plus 4.5%.
Ran Fridrich, CEO and a board member of Ellomay commented: "The
Italian transaction that was consummated last June is expected to
significantly increase the Company's revenues and is an
example of the Company's ability to consummate transactions in
bargain prices. The Company continues to identify and evaluate
business opportunities in the energy field in Israel and elsewhere and is preparing for the
possibility of dual listing of its ordinary shares on the Tel Aviv
Stock Exchange."
Use of NON-IFRS Financial Measures
EBITDA is a non-IFRS measure and is defined as earnings before
financial expenses, net, gain on bargain purchase, interest, taxes,
depreciation and amortization. The Company presents this measure in
order to enhance the understanding of the Company's historical
financial performance and to enable comparability between periods.
While the Company considers EBITDA to be an important measure of
comparative operating performance, EBITDA should not be considered
in isolation or as a substitute for net income or other statement
of operations or cash flow data prepared in accordance with IFRS as
a measure of profitability or liquidity. EBITDA does not take into
account the Company's commitments, including capital expenditures,
and restricted cash and, accordingly, is not necessarily indicative
of amounts that may be available for discretionary uses. Not all
companies calculate EBITDA in the same manner, and the measure as
presented may not be comparable to similarly-titled measures
presented by other companies. The Company's EBITDA may not be
indicative of the historic operating results of the Company; nor is
it meant to be predictive of potential future results. See the
reconciliation between the net income (loss) and the EBITDA
presented at the end of this Press Release.
About Ellomay Capital
Ellomay is an Israeli public company whose shares are listed on
the NYSE MKT stock exchange, which focuses its business in the
energy and infrastructure sectors worldwide and is chaired by Mr.
Shlomo Nehama, former Chairman of
Bank Hapoalim, and controlled by Mr. Nehama and Kanir Joint
Investments (2005) Limited Partnership, which is controlled by Mr.
Ran Fridrich and Mr. Hemi
Raphael.
Ellomay's main assets include twelve photovoltaic plants in
Italy with an aggregate capacity
of approximately 22.8 MWp (six in the Puglia Region, four in the
Marche Region and two in the Veneto Region), 85% ownership of a
photovoltaic plant in Spain with a
capacity of approximately 2.3 MWp, and 7.5% indirect holdings in
Dorad (with an option to increase such holdings to 9.375%),
Israel's largest private power
plant, which is in the final stages of construction and is expected
to have an aggregate capacity of approximately 800MW (representing
approximately 8% of Israel's
current electricity consumption).
Information Relating to Forward-Looking
Statements
This press release contains forward-looking statements that
involve substantial risks and uncertainties, including statements
that are based on the current expectations and assumptions of the
Company's management. All statements, other than statements of
historical facts, included in this press release regarding the
Company's plans and objectives, expectations and assumptions of
management are forward-looking statements. The use of certain
words, including the words "estimate," "project," "intend,"
"expect," "believe" and similar expressions are intended to
identify forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. The Company
may not actually achieve the plans, intentions or expectations
disclosed in the forward-looking statements and you should not
place undue reliance on the Company's forward-looking statements.
Various important factors could cause actual results or events to
differ materially from those that may be expressed or implied by
our forward-looking statements including changes in regulation,
seasonality of the PV business and market conditions. These and
other risks and uncertainties associated with the Company's
business are described in greater detail in the filings the Company
makes from time to time with Securities and Exchange Commission,
including its Annual Report on Form 20-F. The forward-looking
statements are made as of this date and the Company does not
undertake any obligation to update any forward-looking statements,
whether as a result of new information, future events or
otherwise.
Contact:
Kalia Weintraub
CFO
Tel: +972 (3) 797-1111
Email: anatb@ellomay.com
Condensed
Consolidated Statements of Financial Position as at
|
|
June
30
|
December
31
|
|
2013
(Unaudited)
|
2012
(Audited)
|
|
US$ in
thousands
|
Assets
|
|
|
Current
assets:
|
|
|
|
|
|
Cash and cash
equivalents
|
1,632
|
33,292
|
Short-term
deposits
|
5,306
|
5,290
|
Restricted
cash
|
7,836
|
8,085
|
Trade
receivables
|
412
|
95
|
Other receivables and
prepaid expenses
|
8,147
|
4,436
|
|
23,333
|
51,198
|
Non-current
assets
|
|
|
|
|
|
Investments in equity
accounted investees
|
21,729
|
19,198
|
Financial
asset
|
2,940
|
485
|
Property, plant and
equipment
|
91,553
|
53,860
|
Restricted
cash
|
5,088
|
3,253
|
Other
assets
|
992
|
746
|
|
122,302
|
77,452
|
|
|
|
Total
assets
|
145,635
|
128,740
|
|
|
|
Liabilities and
Equity
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
|
Loans and
borrowings
|
830
|
7,044
|
Trade
payable
|
1,685
|
1,926
|
Accrued expenses and
other payables
|
8,061
|
14,051
|
Liabilities
attributed to discontinued operations
|
200
|
200
|
|
10,776
|
23,221
|
Non-current
liabilities:
|
|
|
|
|
|
Finance lease
obligations
|
6,640
|
6,898
|
Long-term bank
loans
|
28,944
|
11,680
|
Other long-term
liabilities
|
2,826
|
3,827
|
|
38,410
|
22,405
|
|
|
|
Total
liabilities
|
49,186
|
45,626
|
Equity
|
|
|
Share
capital
|
26,180
|
26,180
|
Share
premium
|
76,410
|
76,410
|
Treasury
shares
|
(522)
|
(522)
|
Reserves
|
(1,384)
|
(1,884)
|
Accumulated
deficit
|
(4,288)
|
(17,079)
|
Attributed to owners
of the Company's equity rights
|
96,396
|
83,105
|
Non-Controlling
Interest
|
53
|
9
|
|
|
|
Total
equity
|
96,449
|
83,114
|
|
|
|
Total liabilities
and equity
|
145,635
|
128,740
|
Condensed
Consolidated Interim Statements of Comprehensive Income
(loss)
|
|
|
For the six months
ended June 30
|
|
|
2013
|
2012
|
|
|
(Unaudited)
|
(Unaudited)
|
|
|
US$
thousands
|
US$
thousands
|
Revenues
|
|
4,840
|
4,382
|
Operating
expenses
|
|
882
|
1,045
|
Depreciation
expenses
|
|
1,422
|
1,292
|
Gross
profit
|
|
2,536
|
2,045
|
|
|
|
|
General and
administrative expenses
|
|
1,294
|
1,377
|
Gain on bargain
purchase
|
|
10,237
|
-
|
Capital
gain
|
|
-
|
160
|
Operating
profit
|
|
11,479
|
828
|
|
|
|
|
Financing
income
|
|
126
|
780
|
Financial income
(expenses) in connection with derivatives, net
|
|
3,827
|
(1,427)
|
Financing
expenses
|
|
(1,587)
|
(546)
|
Financing income
(expenses), net
|
|
2,366
|
(1,193)
|
Company's share of
losses of investees accounted for at equity
|
|
(233)
|
(145)
|
|
|
|
|
|
|
|
|
Profit (loss)
before taxes on income
|
|
13,612
|
(510)
|
|
|
|
|
Taxes on
income
|
|
(777)
|
(171)
|
|
|
|
|
Net income (loss)
for the period
|
|
12,835
|
(681)
|
|
|
|
|
Income (loss)
attributable to:
|
|
|
|
Owners of the
Company
|
|
12,791
|
(681)
|
Non-controlling
interests
|
|
44
|
-
|
Net income (loss)
for the period
|
|
12,835
|
(681)
|
|
|
|
|
|
|
|
|
Other
comprehensive income (loss):
|
|
|
|
Foreign currency
translation differences from foreign operations
|
|
500
|
1,369))
|
Total other
comprehensive income (loss)
|
|
500
|
1,369))
|
|
|
|
|
Total
comprehensive income (loss) for the period
|
|
13,335
|
(2,050)
|
|
|
|
|
|
|
|
|
Income (Loss) per share
Basic Income (loss)
per share
|
|
1.2
|
(0.06)
|
Diluted Income (loss)
per share
|
|
1.2
|
(0.06)
|
Condensed
Consolidated Interim Statements of Changes in Equity
|
|
Attributable to
owners of the Company
|
Non-
controlling
|
Total
|
|
interests
|
Equity
|
|
|
|
|
|
Translation
|
|
|
|
|
|
|
|
|
reserve
|
|
|
|
|
|
|
|
|
from
|
|
|
|
|
Share
|
Share
|
Accumulated
|
Treasury
|
Foreign
|
|
|
|
|
capital
|
premium
|
deficit
|
shares
|
Operations
|
Total
|
|
|
|
US$ in
thousands
|
For the six months
ended
|
|
|
|
|
|
|
|
|
June 30, 2013
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as
at
|
|
|
|
|
|
|
|
|
January 1,
2013
|
26,180
|
76,410
|
(17,079)
|
(522)
|
(1,884)
|
83,105
|
9
|
83,114
|
Income for the
Period
|
-
|
-
|
12,791
|
-
|
-
|
12,791
|
44
|
12,835
|
Other comprehensive
income
|
-
|
-
|
-
|
-
|
500
|
500
|
-
|
500
|
Total comprehensive
income
|
-
|
-
|
12,791
|
-
|
500
|
13,291
|
44
|
13,335
|
|
|
|
|
|
|
|
|
|
Balance as
at
|
|
|
|
|
|
|
|
|
June 30,
2013
|
26,180
|
76,410
|
(4,288)
|
(522)
|
(1,384)
|
96,396
|
53
|
96,449
|
|
Attributable to
owners of the Company
|
|
|
|
|
|
|
|
|
|
|
|
|
Translation
|
|
|
|
|
|
|
reserve
|
|
|
|
|
|
|
from
|
|
|
Share
|
Share
|
Accumulated
|
Treasury
|
Foreign
|
|
|
capital
|
premium
|
deficit
|
shares
|
Operations
|
Total
|
|
US$ in
thousands
|
For the six months
ended
|
|
|
|
|
|
|
June 30, 2012
(unaudited)
|
|
|
|
|
|
|
Balance as at
January 1, 2012
|
26,180
|
76,403
|
(14,969)
|
(49)
|
(3,504)
|
84,061
|
Loss for the
period
|
-
|
-
|
(681)
|
-
|
-
|
(681)
|
Other comprehensive
loss
|
-
|
-
|
-
|
-
|
(1,369)
|
(1,369)
|
Total comprehensive
loss
|
-
|
-
|
(681)
|
-
|
(1,369)
|
(2,050)
|
Transactions with
owners of the
Company, recognized directly in
equity:
|
|
|
|
|
|
|
Treasury
shares
|
-
|
-
|
-
|
(473)
|
-
|
(473)
|
Cost of share-based
payments
|
-
|
1
|
-
|
-
|
-
|
1
|
|
|
|
|
|
|
|
Balance as
at June 30, 2012
|
26,180
|
76,404
|
(15,650)
|
(522)
|
(4,873)
|
81,539
|
Condensed
Consolidated Interim Statements of Cash Flows
|
|
|
Six months ended
June 30
|
|
|
2013
|
2012
|
|
|
(Unaudited)
|
(Unaudited)
|
|
|
US$
thousands
|
US$
thousands
|
Cash flows from
operating activities
|
|
|
|
Income (loss) for the
period
|
|
12,835
|
(681)
|
Adjustments
for:
|
|
|
|
Financing expenses
(income), net
|
|
(2,366)
|
1,193
|
Gain on bargain
purchase (negative goodwill)
|
|
(10,237)
|
-
|
Capital
gain
|
|
-
|
(160)
|
Depreciation
|
|
1,422
|
1,292
|
Cost Share-based
payment
|
|
-
|
1
|
Interest on loans
from related parties
|
|
-
|
(122)
|
Company's share of
losses of investees accounted for at equity
|
|
233
|
145
|
Increase in trade
receivables
|
|
(74)
|
(63)
|
Decrease (increase)
in other receivables and prepaid expenses
|
|
(2,482)
|
1,885
|
Decrease (increase)
in other assets
|
|
7
|
(34)
|
Increase (decrease)
in derivatives
|
|
3,827
|
(1,143)
|
Increase (decrease)
in accrued severance pay, net
|
|
10
|
(3)
|
Taxes on
income
|
|
777
|
171
|
Increase (decrease)
in trade payables
|
|
38
|
(147)
|
Increase (decrease)
in accrued expenses and other payables
|
|
(4,417)
|
1,106
|
Interest
received
|
|
86
|
86
|
Interest
paid
|
|
(905)
|
(412)
|
|
|
|
|
Net cash provided by
(used in) operating activities
|
|
(1,246)
|
3,114
|
|
|
|
|
Cash flows from
investing activities:
|
|
|
|
Purchase of property
and equipment
|
|
(6,910)
|
(1,049)
|
Acquisition of
subsidiary, net of cash acquired
|
|
(30,742)
|
-
|
Advance on account of
investment
|
|
-
|
(7,268)
|
Investment in equity
accounted investees
|
|
(2,129)
|
(4,329)
|
Settlement of forward
contract
|
|
(169)
|
-
|
Proceeds (Investment)
in restricted cash
|
|
(1,589)
|
1,620
|
Investment in
long-terms deposits
|
|
(16)
|
-
|
|
|
|
|
Net cash used in
investing activities
|
|
(41,555)
|
(11,026)
|
|
|
|
|
Cash flows from
financing activities
|
|
|
|
Proceeds from sale
and finance lease back
|
|
-
|
1,086
|
Treasury
shares
|
|
-
|
(473)
|
Repayment of
loans
|
|
(6,659)
|
-
|
Loans
received
|
|
17,692
|
6,288
|
|
|
|
|
Net cash provided by
financing activities
|
|
11,033
|
6,901
|
Condensed
Consolidated Interim Statements of Cash Flows
(cont'd)
|
|
|
|
Six months ended
June 30
|
|
|
|
2013
|
2012
|
|
|
|
(Unaudited)
|
(Unaudited)
|
|
|
|
US$
thousands
|
US$
thousands
|
Effect of exchange
rate changes on cash and cash equivalents
|
|
108
|
(464)
|
|
|
|
|
Decrease in cash and
cash equivalents
|
|
(31,660)
|
(1,475)
|
Cash and cash
equivalents at the beginning of the period
|
|
33,292
|
28,917
|
|
|
|
|
Cash and cash
equivalents at the end of the period
|
|
1,632
|
27,442
|
|
|
|
|
|
|
|
|
Reconciliation of
Net income (loss) to EBITDA (in US$ thousands)
|
|
|
For the Six Months
ended June 30,
|
|
2013
|
2012
|
|
Unaudited
|
Unaudited
|
Net income (loss) for
the
period
|
12,835
|
(681)
|
Financing expenses
(income),
net
|
(2,366)
|
1,193
|
Gain on bargain
purchase
|
(10,237)
|
-
|
Capital
gain
|
-
|
(160)
|
Taxes on
income
|
777
|
171
|
Depreciation
|
1,422
|
1,292
|
EBITDA
|
2,431
|
1,815
|
|
|
|
|
SOURCE Ellomay Capital Ltd.