Report of Foreign Issuer (6-k)
December 31 2014 - 6:39AM
Edgar (US Regulatory)
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 December 2014
Commission File Number: 001-35284
Ellomay Capital Ltd.
(Translation of registrant’s name into English)
9 Rothschild Blvd., Tel Aviv 6688112, 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 x Form 40-F o
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 o No x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________
THE IFRS FINANCIAL RESULTS INCLUDED IN EXHIBIT 99.1 OF THIS FORM 6-K ARE HEREBY INCORPORATED BY REFERENCE INTO THE REGISTRANT’S REGISTRATION STATEMENTS ON FORM F-3 (NOS. 333-199696 AND 333-144171) AND FORM S-8 (NOS. 333-187533, 333-102288 AND 333-92491), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.
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.
|
Press Release: “Ellomay Capital Reports Results for the Third Quarter of 2014,” dated December 31, 2014.
|
Exhibit 99.2.
|
Investor Presentation – December 2014.
|
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
|
|
3
Exhibit 99.1
Ellomay Capital Reports Results for the Third Quarter of 2014
Tel-Aviv, Israel, December 31, 2014 – Ellomay Capital Ltd. (NYSE MKT: ELLO; TASE: ELOM) (“Ellomay” or the “Company”) an emerging operator in the renewable energy and energy infrastructure sector, today reported its unaudited financial results for the three and nine month periods ended September 30, 2014.
Financial Highlights
·
|
Revenues were approximately $5.2 million and $12.7 million for the three and nine months ended September 30, 2014, respectively. Following the approval by the Italian parliament in August 2014 and the conversion into law of the Italian decree, executed by the Italian President in June 2014, providing for a decrease in the Feed-in-Tariff (“FiT”) guaranteed to existing photovoltaic plants with installed capacity of more than 200 kW, the Company decided to elect the option that will entail an approximate 8% reduction in the incentive over the remaining FiT period (originally 20 years starting the connection to the grid) commencing January 1, 2015 with respect to all of its Italian photovoltaic plants. The Company recognized impairment charges of approximately $0.6 million in connection with this new legislation.
|
·
|
Gain on bargain purchase was approximately $3.7 million for the three and nine months ended September 30, 2014. In July 2014, the Company consummated the acquisition of three photovoltaic (solar) plants with an aggregate capacity of approximately 5.6MWp (the “PV Plants”). The PV Plants are ground mounted fixed technology plants located in Murcia, Spain, are already constructed and operating and were connected to the Spanish national grid in 2011. The PV Plants were acquired from a Spanish company whose German parent company has entered into insolvency proceedings. The PV Plants and all associated assets and rights were purchased by the Company for an aggregate purchase price of approximately Euro 9.5 million (approximately US$13 million).The Company’s results for the nine months ended September 30, 2014 do not include the results of the PV Plants for six months ended June 30, 2014, as the closing date of the acquisition of the PV Plants was July 17, 2014.
|
The Company 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 $3.7 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 $1.1 million and $3.5 million for the three and nine months ended September 30, 2014, respectively. The general and administrative expenses for the nine months ended September 30, 2014 included expenses in the amount of approximately $0.6 million, such as payment of bonuses to employees, expenses in connection with a pumped storage project and expenses in connection with a pre-bid agreement executed with respect to a joint offer to acquire participating interests in two exploration and drilling licenses off-shore Israel.
|
·
|
Financial expenses, net were approximately $1.2 million and $3.7 million for the three and nine months ended September 30, 2014, respectively, mainly due to swap payments and interest payment and expenses due on and connected to our Series A Debentures.
|
·
|
Company’s share of income of investee accounted for at equity was approximately $1.9 million and $1.7 million for the three and nine months ended September 30, 2014, respectively, as the power plant operated by Dorad Energy, Ltd. (“Dorad”) successfully commenced commercial operation in May 2014.
|
·
|
Net income was approximately $5.4 million and $4.9 million for the three and nine months ended September 30, 2014, respectively.
|
·
|
Total other comprehensive loss was approximately $7.1 million and $8.1 million for the three and nine months ended September 30, 2014, respectively, mainly due to presentation currency translation adjustments as a result of fluctuations in the Euro/USD exchange rates.
|
·
|
Total comprehensive loss was approximately $1.7 million and $3.3 million in the three and nine months ended September 30, 2014, respectively.
|
·
|
Adjusted EBITDA was approximately $5.1 million and $10.4 million for the three and nine months ended September 30, 2014, respectively.
|
·
|
Net cash provided by operating activities was approximately $1.5 million and $1.6 million for the three and nine months ended September 30, 2014, respectively.
|
·
|
During the nine months ended September 30, 2014, the Company extended an additional aggregate amount of approximately $4 million to U. Dori Energy Infrastructures Ltd. (“Dori Energy”) in connection with Dorad’s funding requirements from Dori Energy pursuant to the agreement between Dorad and its shareholders.
|
·
|
During the nine month period ended September 30, 2014, the Company repaid a loan from Discount bank in the amount of Euro 13.5 million (approximately $18.6 million) and Ellomay PV Two S.r.l., a wholly-owned Italian subsidiary of the Company, repaid a loan to an Italian bank (Unicredit S.p.A.) in the amount of approximately Euro 4.6 million (approximately $6.3 million), as this loan was under terms less beneficial to the Company compared to alternative financing resources.
|
·
|
As of December 15, 2014, the Company held approximately $20.3 million in cash and cash equivalents, approximately $4 million in short-term deposits, approximately $3.6 million marketable securities and approximately $5.4 million in restricted cash.
|
Ran Fridrich, CEO and a board member of Ellomay commented: “The Company’s results for the three and nine months ended September 30, 2014 reflect the increase in the Company’s revenues despite the devaluation of the Euro against the US dollar. The Company enjoyed income from Dorad’s operations for the first time as well as the revenues from the three newly acquired PV projects in Spain commencing July 2014. The Company is engaged in the development stage of a pumped-storage project in Manara Cliff in Israel and continues to seek suitable business opportunities in order to increase its operations.”
Information for the Company’s Series A Debenture Holders
As of September 30, 2014, the Company’s Net Financial Debt (as such term is defined in the Series A Debentures Deed of Trust) was approximately $26.3 million (consisting of approximately $14 million of short-term and long-term debt from banks and other interest bearing financial obligations and approximately $52.6 million in connection with the Series A Debentures issuances (in January and June 2014), net of approximately $30 million of cash and cash equivalents and net of approximately $10.3 million of project finance and related hedging transactions of the Company’s subsidiaries).
Use of NON-IFRS Financial Measures
Adjusted EBITDA is a non-IFRS measure and is defined as earnings before financial expenses, net, gain on bargain purchase, financial expenses, net, 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 Adjusted EBITDA to be an important measure of comparative operating performance, Adjusted 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. Adjusted 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 Adjusted 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 Adjusted EBITDA may not be indicative of the historic operating results of the Company; nor is it meant to be predictive of potential future results. The Company uses the term “Adjusted EBITDA” to highlight the fact that for the nine months ended September 30, 2014 the Company deducted Impairment charges in connection with the new legislation Italy and that for the year ended December 31, 2013 and for the three and nine months ended September 30, 2014 the Company deducted the gain on bargain purchase from the net income. The Adjusted EBITDA is otherwise fully comparable to EBITDA information which has been previously provided for prior periods. See the reconciliation between the net income (loss) and the Adjusted EBITDA presented at the end of this Press Release.
About Ellomay Capital Ltd.
Ellomay is an Israeli based company whose shares are registered with the NYSE MKT, under the trading symbol “ELLO” and with the Tel Aviv Stock Exchange under the trading symbol “ELOM.” Since 2009, Ellomay Capital focuses its business in the energy and infrastructure sectors worldwide. Ellomay (formerly Nur Macroprinters Ltd.) previously was a supplier of wide format and super-wide format digital printing systems and related products worldwide, and sold this business to Hewlett-Packard Company during 2008 for more than $100 million.
To date, Ellomay has evaluated numerous opportunities and invested significant funds in the renewable, clean energy and natural resources industries in Israel, Italy and Spain, including:
|
·
|
Approx. 22.6MW of photovoltaic power plants in Italy, approx. 5.6MW of photovoltaic power plants in Spain and 85% of 2.3MW of photovoltaic power plant in Spain;
|
|
·
|
7.5% indirect interest, with an option to increase its holdings to 9.375%, in Dorad Energy Ltd. Israel’s largest private power plant, with production capacity of approximately 840 MW, representing about 6%-8% of Israel’s total current electricity consumption;
|
Ellomay Capital is controlled by Mr. Shlomo Nehama, Mr. Hemi Raphael and Mr. Ran Fridrich.
Mr. Nehama is one of Israel’s prominent businessmen and the former Chairman of Israel’s leading bank, Bank Hapohalim, and Messrs. Raphael and Fridrich both have vast experience in financial and industrial businesses. These controlling shareholders, along with Ellomay’s dedicated professional management, accumulated extensive experience in recognizing suitable business opportunities worldwide. The expertise of Ellomay’s controlling shareholders and management enables the company to access the capital markets, as well as assemble global institutional investors and other potential partners. As a result, Ellomay is capable of considering significant and complex transactions, beyond its immediate financial resources.
For more information about Ellomay, visit http://www.ellomay.com.
Information Relating to Forward-Looking Statements
This press release contains forward-looking statements that involve substantial risks and uncertainties, including statements that are based on the current expectations and assumptions of the Company’s management. All statements, other than statements of historical facts, included in this press release regarding the Company’s plans and objectives, expectations and assumptions of management are forward-looking statements. The use of certain words, including the words “estimate,” “project,” “intend,” “expect,” “believe” and similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company may not actually achieve the plans, intentions or expectations disclosed in the forward-looking statements and you should not place undue reliance on the Company’s forward-looking statements. Various important factors could cause actual results or events to differ materially from those that may be expressed or implied by 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 (Unaudited)
|
|
September 30,
|
|
|
December 31,
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
30,007 |
|
|
|
7,238 |
|
Short-term deposits
|
|
|
- |
|
|
|
5,153 |
|
Restricted cash
|
|
|
294 |
|
|
|
5,653 |
|
Trade receivables
|
|
|
428 |
|
|
|
134 |
|
Other receivables and prepaid expenses
|
|
|
7,326 |
|
|
|
4,357 |
|
|
|
|
38,055 |
|
|
|
22,535 |
|
Non-current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in equity accounted investees
|
|
|
28,524 |
|
|
|
24,601 |
|
Financial asset
|
|
|
1,476 |
|
|
|
389 |
|
Property, plant and equipment
|
|
|
97,315 |
|
|
|
93,671 |
|
Restricted cash
|
|
|
4,233 |
|
|
|
4,315 |
|
Other assets
|
|
|
1,978 |
|
|
|
1,419 |
|
|
|
|
133,526 |
|
|
|
124,395 |
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
171,581 |
|
|
|
146,930 |
|
|
|
|
|
|
|
|
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans and borrowings
|
|
|
581 |
|
|
|
19,454 |
|
Debentures
|
|
|
5,133 |
|
|
|
- |
|
Accounts payable
|
|
|
1,892 |
|
|
|
2,154 |
|
Accrued expenses and other payables
|
|
|
5,554 |
|
|
|
5,311 |
|
|
|
|
13,160 |
|
|
|
26,919 |
|
Non-current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance lease obligations
|
|
|
5,940 |
|
|
|
6,814 |
|
Long-term bank loans
|
|
|
4,284 |
|
|
|
11,050 |
|
Debentures
|
|
|
47,449 |
|
|
|
- |
|
Other long-term liabilities
|
|
|
4,250 |
|
|
|
2,386 |
|
|
|
|
61,923 |
|
|
|
20,250 |
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
75,083 |
|
|
|
47,169 |
|
Equity
|
|
|
|
|
|
|
|
|
Share capital
|
|
|
26,180 |
|
|
|
26,180 |
|
Share premium
|
|
|
76,932 |
|
|
|
76,932 |
|
Treasury shares
|
|
|
(522 |
) |
|
|
(522 |
) |
Reserves
|
|
|
(3,976 |
) |
|
|
4,154 |
|
|
|
|
(2,138 |
) |
|
|
(7,011 |
) |
Total equity attributed to shareholders of the Company
|
|
|
96,476 |
|
|
|
99,733 |
|
Non-Controlling Interest
|
|
|
22 |
|
|
|
28 |
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
96,498 |
|
|
|
99,761 |
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity
|
|
|
171,581 |
|
|
|
146,930 |
|
Condensed Consolidated Interim Statements of Comprehensive Income (loss) (Unaudited)
|
|
For the nine
|
|
|
For the three
|
|
|
For the
|
|
|
|
Months ended
|
|
|
Months ended
|
|
|
Year ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
December 31,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US$ thousands (except per share amounts)
|
|
Revenues
|
|
|
12,729 |
|
|
|
5,198 |
|
|
|
12,982 |
|
Operating expenses
|
|
|
2,183 |
|
|
|
654 |
|
|
|
2,381 |
|
Depreciation expenses
|
|
|
4,070 |
|
|
|
1,449 |
|
|
|
4,021 |
|
Impairment charges
|
|
|
568 |
|
|
|
- |
|
|
|
- |
|
Gross profit
|
|
|
5,908 |
|
|
|
3,095 |
|
|
|
6,580 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative expenses
|
|
|
3,460 |
|
|
|
1,112 |
|
|
|
3,449 |
|
Company’s share of income (losses) of investee accounted for at equity
|
|
|
1,667 |
|
|
|
1,897 |
|
|
|
*(540 |
) |
Other income, net
|
|
|
1,637 |
|
|
|
(206 |
) |
|
|
*(42 |
) |
Gain on bargain purchase
|
|
|
3,688 |
|
|
|
3,688 |
|
|
|
10,237 |
|
Operating profit
|
|
|
9,440 |
|
|
|
7,362 |
|
|
|
12,786 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing income
|
|
|
469 |
|
|
|
267 |
|
|
|
204 |
|
Financial income (expenses) in connection with derivatives, net
|
|
|
(323 |
) |
|
|
(20 |
) |
|
|
*1,543 |
|
Financing expenses
|
|
|
(3,884 |
) |
|
|
(969 |
) |
|
|
(4,201 |
) |
Financing expenses, net
|
|
|
3,738 |
|
|
|
1,216 |
|
|
|
2,454 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit before taxes on income
|
|
|
5,702 |
|
|
|
6,146 |
|
|
|
10,332 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxes on income
|
|
|
835 |
|
|
|
757 |
|
|
|
245 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income for the period
|
|
|
4,867 |
|
|
|
5,389 |
|
|
|
10,087 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders of the Company
|
|
|
4,873 |
|
|
|
5,389 |
|
|
|
10,068 |
|
Non-controlling interests
|
|
|
(6 |
) |
|
|
**
|
|
|
|
19 |
|
Net income for the period
|
|
|
4,867 |
|
|
|
5,389 |
|
|
|
10,087 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
Items that are or may be reclassified to profit or loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
|
|
(437 |
) |
|
|
(134 |
) |
|
|
6,038 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Items that would not be reclassified to profit or loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
Presentation currency translation adjustments
|
|
|
(7,693 |
) |
|
|
(6,924 |
) |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive income (loss)
|
|
|
(8,130 |
) |
|
|
(7,058 |
) |
|
|
6,038 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income (loss) for the period
|
|
|
(3,263 |
) |
|
|
(1,669 |
) |
|
|
16,125 |
|
Net earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share
|
|
|
0.46 |
|
|
|
0.50 |
|
|
|
0.94 |
|
Diluted earnings per share
|
|
|
0.45 |
|
|
|
0.50 |
|
|
|
0.94 |
|
* During the current period the Company changed the comprehensive income statement classification of Company’s investments results in energy projects. The results of such investments have recorded within the operating results. Accordingly, the share of losses of investee accounted for under the equity method and re-evaluation of option to acquire additional shares in the investee to Operating Profit to reflect more appropriately the Company’s operations as a holding company operating in the business of energy and infrastructure. Comparative amounts were reclassified for consistency.
** Less than 1 US$ thousand.
Condensed Consolidated Interim Statements of Changes in Equity (Unaudited)
|
|
|
|
|
Non- controlling
|
|
|
Total
|
|
|
|
Attributable to shareholders of the Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
reserve
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
from
|
|
|
|
|
|
|
|
|
|
|
|
|
Share
|
|
|
Share
|
|
|
Accumulated
|
|
|
Treasury
|
|
|
Foreign
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1, 2013
|
|
|
26,180 |
|
|
|
76,410 |
|
|
|
(17,079 |
) |
|
|
(522 |
) |
|
|
(1,884 |
) |
|
|
83,105 |
|
|
|
9 |
|
|
|
83,114 |
|
Profit for the year
|
|
|
- |
|
|
|
- |
|
|
|
10,068 |
|
|
|
- |
|
|
|
- |
|
|
|
10,068 |
|
|
|
19 |
|
|
|
10,087 |
|
Other comprehensive income
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
6,038 |
|
|
|
6,038 |
|
|
|
|
|
|
|
6,038 |
|
Total comprehensive income
|
|
|
- |
|
|
|
- |
|
|
|
10,068 |
|
|
|
- |
|
|
|
6,038 |
|
|
|
16,106 |
|
|
|
19 |
|
|
|
16,125 |
|
Transactions with owners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of the Company, recognized
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
directly in equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of share-based
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
payments
|
|
|
- |
|
|
|
522 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
522 |
|
|
|
- |
|
|
|
522 |
|
Balance as at
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013
|
|
|
26,180 |
|
|
|
76,932 |
|
|
|
(7,011 |
) |
|
|
(522 |
) |
|
|
4,154 |
|
|
|
99,733 |
|
|
|
28 |
|
|
|
99,761 |
|
|
|
|
|
|
|
|
|
Non- controlling
|
|
|
Total
|
|
|
|
Attributable to owners of the Company |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
reserve
|
|
|
Presentation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
from
|
|
|
currency
|
|
|
|
|
|
|
|
|
|
|
|
|
Share
|
|
|
Share
|
|
|
Accumulated
|
|
|
Treasury
|
|
|
foreign
|
|
|
translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US$ in thousands |
|
For the nine months ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1, 2014
|
|
|
26,180 |
|
|
|
76,932 |
|
|
|
(7,011 |
) |
|
|
(522 |
) |
|
|
4,154 |
|
|
|
- |
|
|
|
99,733 |
|
|
|
28 |
|
|
|
99,761 |
|
Net income for the period
|
|
|
- |
|
|
|
- |
|
|
|
4,873 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
4,873 |
|
|
|
(6 |
) |
|
|
4,867 |
|
Other comprehensive
loss
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(437 |
) |
|
|
(7,693 |
) |
|
|
(8,130 |
) |
|
|
- |
|
|
|
(8,130 |
) |
Total comprehensive loss
|
|
|
- |
|
|
|
- |
|
|
|
4,873 |
|
|
|
- |
|
|
|
(437 |
) |
|
|
(7,693 |
) |
|
|
(3,257 |
) |
|
|
(6 |
) |
|
|
(3,263 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2014
|
|
|
26,180 |
|
|
|
76,932 |
|
|
|
(2,138 |
) |
|
|
(522 |
) |
|
|
3,717 |
|
|
|
(7,693 |
) |
|
|
96,476 |
|
|
|
22 |
|
|
|
96,498 |
|
Condensed Consolidated Interim Statements of Changes in Equity (Unaudited) (cont’d)
|
|
|
|
|
|
|
|
Non- controlling
|
|
|
Total
|
|
|
|
Attributable to owners of the Company |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
reserve
|
|
|
Presentation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
from
|
|
|
currency
|
|
|
|
|
|
|
|
|
|
|
|
|
Share
|
|
|
Share
|
|
|
Accumulated
|
|
|
Treasury
|
|
|
foreign
|
|
|
translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US$ in thousands |
|
For the three months ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2014
|
|
|
26,180 |
|
|
|
76,932 |
|
|
|
(7,527 |
) |
|
|
(522 |
) |
|
|
3,851 |
|
|
|
(769 |
) |
|
|
98,145 |
|
|
|
22 |
|
|
|
98,167 |
|
Net income for the period
|
|
|
- |
|
|
|
- |
|
|
|
5,389 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
5,389 |
|
|
|
- |
|
|
|
5,389 |
|
Other comprehensive loss
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(134 |
) |
|
|
(6,924 |
) |
|
|
(7,058 |
) |
|
|
- |
|
|
|
(7,058 |
) |
Total comprehensive loss
|
|
|
- |
|
|
|
- |
|
|
|
5,389 |
|
|
|
- |
|
|
|
(134 |
) |
|
|
(6,924 |
) |
|
|
(1,669 |
) |
|
|
- |
|
|
|
(1,669 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2014
|
|
|
26,180 |
|
|
|
76,932 |
|
|
|
(2,138 |
) |
|
|
(522 |
) |
|
|
3,717 |
|
|
|
(7,693 |
) |
|
|
96,476 |
|
|
|
22 |
|
|
|
96,498 |
|
Condensed Consolidated Interim Statements of Cash Flows (Unaudited)
|
|
For the nine Months ended September 30, 2014
|
|
|
For the three Months ended September 30, 2014
|
|
|
For the year ended December 31, 2013
|
|
|
|
|
|
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income for the period
|
|
|
4,867 |
|
|
|
5,389 |
|
|
|
10,087 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments for:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing expenses, net
|
|
|
3,738 |
|
|
|
1,216 |
|
|
|
*2,454 |
|
Gain on bargain purchase
|
|
|
(3,688 |
) |
|
|
(3,688 |
) |
|
|
(10,237 |
) |
Impairment charges
|
|
|
568 |
|
|
|
- |
|
|
|
- |
|
Depreciation
|
|
|
4,070 |
|
|
|
1,449 |
|
|
|
4,021 |
|
Cost of share-based payment
|
|
|
- |
|
|
|
- |
|
|
|
522 |
|
Company’s share of income (losses) of investee accounted for at equity
|
|
|
(1,667 |
) |
|
|
(1,897 |
) |
|
|
540 |
|
Decrease (increase) in trade receivables
|
|
|
(125 |
) |
|
|
(51 |
) |
|
|
218 |
|
Decrease (increase) in other receivables and prepaid expenses
|
|
|
(4,304 |
) |
|
|
(2,045 |
) |
|
|
1,783 |
|
Decrease (increase) in other assets
|
|
|
(675 |
) |
|
|
803 |
|
|
|
*54 |
|
Increase (decrease) in accrued severance pay, net
|
|
|
(29 |
) |
|
|
(2 |
) |
|
|
22 |
|
Increase (decrease) in accounts payable
|
|
|
(63 |
) |
|
|
(240 |
) |
|
|
376 |
|
Increase (decrease) in other payables and accrued expenses
|
|
|
878 |
|
|
|
337 |
|
|
|
(1,450 |
) |
Taxes on income
|
|
|
835 |
|
|
|
757 |
|
|
|
245 |
|
Taxes paid
|
|
|
(180 |
) |
|
|
- |
|
|
|
(458 |
) |
Interest received
|
|
|
127 |
|
|
|
69 |
|
|
|
137 |
|
Interest paid
|
|
|
(2,779 |
) |
|
|
(254 |
) |
|
|
(1,925 |
) |
|
|
|
(3,294 |
) |
|
|
(3,908 |
) |
|
|
(3,698 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
1,573 |
|
|
|
1,481 |
|
|
|
6,389 |
|
* During the current period the Company changed the comprehensive income statement classification of Company’s investments results in energy projects. The results of such investments have recorded within the operating results. Accordingly, the share of losses of investee accounted for under the equity method and re-evaluation of option to acquire additional shares in the investee to Operating Profit to reflect more appropriately the Company’s operations as a holding company operating in the business of energy and infrastructure. Comparative amounts were reclassified for consistency.
Condensed Consolidated Interim Statements of Cash Flows (Unaudited) (cont’d)
|
|
For the nine Months ended September 30, 2014
|
|
|
For the three Months ended September 30, 2014
|
|
|
For the year ended December 31, 2013
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of property and equipment
|
|
|
(92 |
) |
|
|
- |
|
|
|
(9,152 |
) |
Acquisition of subsidiary, net of cash acquired
|
|
|
(13,066 |
) |
|
|
(13,066 |
) |
|
|
(30,742 |
) |
Advance on account of investment
|
|
|
- |
|
|
|
408 |
|
|
|
- |
|
Investment in equity accounted investees
|
|
|
(4,058 |
) |
|
|
- |
|
|
|
(4,372 |
) |
Proceeds from deposits, net
|
|
|
5,153 |
|
|
|
- |
|
|
|
137 |
|
Settlement of forward contract
|
|
|
- |
|
|
|
- |
|
|
|
(169 |
) |
Proceeds from restricted cash, net
|
|
|
5,301 |
|
|
|
- |
|
|
|
1,519 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(6,762 |
) |
|
|
(12,658 |
) |
|
|
(42,779 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayment of loans
|
|
|
(25,608 |
) |
|
|
- |
|
|
|
(7,818 |
) |
Proceeds from loans and Debentures, net
|
|
|
55,791 |
|
|
|
- |
|
|
|
17,692 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities
|
|
|
30,183 |
|
|
|
- |
|
|
|
9,874 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange differences on balances of cash and cash equivalents
|
|
|
(2,225 |
) |
|
|
(1,709 |
) |
|
|
462 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and cash equivalents
|
|
|
22,769 |
|
|
|
(12,886 |
) |
|
|
(26,054 |
) |
Cash and cash equivalents at the beginning of period
|
|
|
7,238 |
|
|
|
42,893 |
|
|
|
33,292 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the end of the period
|
|
|
30,007 |
|
|
|
30,007 |
|
|
|
7,238 |
|
Reconciliation of Net income to Adjusted EBITDA (in US$ thousands) (Unaudited)
|
|
For the nine Months ended September 30,
|
|
|
For the three Months ended September 30,
|
|
|
For the year ended December 31,
|
|
|
|
|
|
|
|
|
|
|
|
Net income for the period
|
|
|
4,867 |
|
|
|
5,389 |
|
|
|
10,087 |
|
Financing expenses, net
|
|
|
3,738 |
|
|
|
1,216 |
|
|
|
2,496 |
|
Taxes on income
|
|
|
835 |
|
|
|
757 |
|
|
|
245 |
|
Depreciation
|
|
|
4,070 |
|
|
|
1,449 |
|
|
|
4,021 |
|
Impairment charges
|
|
|
568 |
|
|
|
- |
|
|
|
- |
|
|
|
|
(3,688 |
) |
|
|
(3,688 |
) |
|
|
(10,237 |
) |
Adjusted EBITDA
|
|
|
10,390 |
|
|
|
5,123 |
|
|
|
6,621 |
|
Exhibit 99.2
2
Disclaimer
General:
|
The information contained in this presentation is subject to, and must be read in conjunction with, all other publically available information, including our Annual Report on Form 20-F for the year ended December 31, 2013, and other filings that we make from time to time with the SEC. Any person at any time acquiring securities must do so only on the basis of such person’s own judgment as to the merits or the suitability of the securities for its purpose and only based on such information as is contained in such public filings, after having taken all such professional or other advice as it considers necessary or appropriate in the circumstances and not in reliance on the information contained in the presentation. In making this presentation available, we give no advice and make no recommendation to buy, sell or otherwise deal in our shares or in any other securities or investments whatsoever. We do not warrant that the information is either complete or accurate, nor will we bear any liability for any damage or losses that may result from any use of the information. |
|
Neither this presentation nor any of the information contained herein constitute an offer to sell or the solicitation of an offer to buy any securities. No offering of securities shall be made in the United States except pursuant to registration under the U.S. Securities Act of 1933, as amended, or an exemption therefrom. No offering of securities shall be made in Israel except pursuant to an effective prospectus under the Israeli Securities Law, 1968 or an exemption from the prospectus requirements under such law. |
|
Historical facts and past operating results are not intended to mean that future performances or results for any period will necessarily match or exceed those of any prior year. |
|
This presentation and the information contained herein are the sole property of the company and cannot be published, circulated or otherwise used in any way without our express prior written consent. |
Information Relating to Forward-Looking Statements:
|
This presentation contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this presentation regarding our plans and the objectives 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 and the Israeli Securities Law, 1968. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our 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. These risks and uncertainties associated with our business are described in greater detail in the filings we make from time to time with SEC, including our Annual Report on Form 20-F. The forward-looking statements are made as of this date and we do not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. |
3
Corporate Profile
NYSE MKT; TASE
|
ELLO
|
Share Price (September 30, 2014)
|
$9.89
|
Market Cap (September 30, 2014)
|
$ 105.7 M
|
Shares Outstanding
|
10.7 M
|
FY 2013 Revenue
|
$13.0 M
|
FY 2013 Adjusted EBITDA*
|
$6.6 M
|
Revenue for the nine months ended
September 30, 2014
|
$12.7 M
|
Adjusted EBITDA for the nine months
ended September 30, 2014 *
|
$10.4 M
|
Cash (September 30, 2014)
|
$30 M
|
*See appendix A
4
Company Overview
Ellomay operates in the energy and infrastructure sectors, including renewable and clean energy, and aims to exploit
attractive yield to risk ratios.
Current management/controlling shareholders took control of a public shell with approximately $80M of cash and
began investing/operating in the energy and infrastructure sectors in 2010. In January 2014, the Company raised
$34.3 million by issuing 10-year, 4.6% debentures in Israel to add to the capital base for investments. In June 2014,
the Company expanded the Series A Debentures in a private placement to Israeli classified investors, in consideration
for $23 million.
Asset Summary:
Italy -- 12 PV Plants, totaling installed capacity of approximately 22.6 MWp, currently estimated annual
revenues of approximately EUR 9.5 million.
Spain -- 4 PV Plants, totaling installed capacity of approximately 7.9 MWp, of which approximately 5.6 MWp
are wholly owned and approximately 2.3 MWp are 85% owned. Currently estimated annual revenues of
approximately EUR 2.8 million.
Dorad -- 7.5% interest in a 840 MW Bi-Fuel/Natural Gas Power Station (about 6-8% of Israel’s power capacity),
with an option to increase holdings to approximately 9.4% interest.
History:
Entrance to Italian PV
Market (acquisitions
2010 - 2013)
Acquired equity
interest in Dorad
Listing in NYSE
MKT
Public Debenture
Issuance (il A-
,Maalot S&P IL)
2010
2011
2012
2013
2014
2015
Listing in
TASE
Entrance to
Spanish PV
Market
Commencement of
Dorad’s Commercial
Operations (840MW)
Acquisition of
3 PV plants in
Spain
5
The public
Shlomo Nehama
Kanir Partnership
*Mr. Shlomo Nehama owns the shares of Ellomay directly and indirectly. A shareholders agreement was signed between Kanir partnership and a
company controlled by Shlomo Nehama that holds 33.2% of Ellomay’s shares** Kanir partnership is controlled by Mr. Ran Fridrich and Mr. Hemi Raphael . Kanir’s
holdings percentage includes holdings by Ran Fridrich and Hemi Raphael directly and indirectly of 1.1% and 4.3%, respectively. Mor brothers who hold the shares of
one of Kanir’s limited partners, hold 3.8% directly and indirectly. *** Ellomay owns 85% of one of the Spanish PV plants (with an aggregate installed capacity of
approximately 2.3 MW).
Shareholders agreement*
PV
Dorad is Israel's largest private power plant
(approximately 840MW representing approximately
6% of Israel electricity capacity), began commercial
operation in May 2014. The power plant is bi-fuel
and powered by natural gas.
Corporate Structure
**31.4%
37.6%
27.2%
7.5%
16 PV plants in Italy and
Spain***, with an
aggregate capacity of
approximately 30.5 MW
100%
6
Portfolio Summary
|
Spain (PV)
|
Italy (PV)
|
Israel
(Gas Turbines)
|
Installed Capacity
|
7.9 MWp
|
22.6 MWp
|
840 MW
|
% Ownership
|
85%-100%
|
100%
|
7.5%*
|
Cost of Property, Plant and
Equipment as of September 30,
2014
|
~ $23.5 M
|
~ $89.2M
|
|
Total capital expenditure in
connection with the investment in
Dorad as of September 30, 2014
|
|
|
~ $28M**
|
License Expiration
|
2040-2041
|
~ 2031
|
2034
|
# of Power Plants
|
4
|
12
|
1
|
* Ellomay has an option to increase its indirect holdings to approximately 9.4%
** Ellomay’s part of the total investment in the Dorad power plant (overall
Capex of the plant is approximately $1.2 Billion)
7
Growing Capacity of Ellomay’s
PV Portfolio
8
Italian PV Market
The Italian government adopted the European most
common incentive scheme- Feed In Tariff (FiT). The
energy authority in Italy (GSE) pays a long-term
nominal rate per every kilo-watt hour that is
produced by a PV plant on top of the price of
electricity the PV plant receives on electricity that is
transferred to the grid .
FiT rate depends on:
• Connection date
• Size of the plant
• Location
• The FiT is guaranteed for 20 years, starting at
the connection date. *
Italy has high level of radiance in European terms
(1,200-1,600 kWh/kWp).
The most attractive regions are in the center and
south of Italy, where the radiance is the highest and
the regional regulation is less stringent.
* Please see further details below
9
PV Plants in Italy
Project name
|
Installed
Capacity
(kWp)
|
Acquisition
Year
|
Acquisition
Cost per MWp
(in millions)
|
Technology
|
Region
|
2014 FIT*
Eurocent/KWh
|
Del Bianco
|
734
|
2010
|
2.9€
|
Fix
|
Marche
|
34.57
|
Costantini
|
734
|
2010
|
2.9€
|
Fix
|
Marche
|
34.57
|
Giacchè
|
730
|
2010
|
3.8€
|
Trackers
|
Marche
|
34.57
|
Massaccesi
|
749
|
2010
|
3.8€
|
Trackers
|
Marche
|
34.57
|
Troia 8
|
996
|
2010
|
3.5€
|
Fix
|
Puglia
|
34.57
|
Troia 9
|
996
|
2010
|
3.5€
|
Fix
|
Puglia
|
34.57
|
Galatina
|
999
|
2011
|
3.9€
|
Fix
|
Puglia
|
34.57
|
Pedale
|
2,994
|
2011
|
3.95€
|
Trackers
|
Puglia
|
28.9
|
D’angella
|
931
|
2011
|
3.25€
|
Fix
|
Puglia
|
29.1
|
Acquafresca
|
948
|
2011
|
3.25€
|
Fix
|
Puglia
|
29.1
|
Soleco
|
5,924
|
2013
|
2.0€
|
Fix
|
Veneto
|
23.8
|
Tecnoenergy
|
5,900
|
2013
|
2.0€
|
Fix
|
Veneto
|
23.8
|
* All plants are connected to the Grid and a remuneration period of 20 years from connection to the grid. In addition to the FiT payments,
the plants are entitled to sell the electricity in the SPOT price, approximately 5 Eurocents/KWh. Pursuant to new Italian legislation adopted in
August 2014, a decrease of approximately 8% in the FiT guaranteed to the plants will be implemented commencing on January 1, 2015.
10
PV Plants in Spain
*Ellomay owns 85% of the plant
Project
name
|
Installed
Capacity
(kWp)
|
Date
Acquired
|
Acquisition
Cost per
MWp
(millions)
|
Technology
|
Connection
Date
|
Location
|
Remuneration
period
|
Expected
annual
revenues
(€ thousand)
|
Rodríguez
I
|
1,675
|
July 2014
|
1.55€
|
Fix
|
November
2011
|
Murcia
|
30 years
|
~ 570
|
Rodríguez
II
|
2,690
|
July 2014
|
1.78€
|
Fix
|
November
2011
|
Murcia
|
30 years
|
~ 960
|
Fuente
Librilla
|
1,248
|
July 2014
|
1.68€
|
Fix
|
June 2011
|
Murcia
|
30 years
|
~ 470
|
Rinconada
II *
|
2,275
|
July 2012
|
2.40€
|
Fix
|
July 2010
|
Cordoba
|
30 years
|
~ 800
|
11
Ellomay indirectly holds a 7.5% interest in
Dorad, and also holds an option to purchase
an additional interest of approximately 1.9%.
As of today, Dorad is the largest private
power station in Israel, with installed
capacity of approximately 840 MW. The
station is bi-fuel and powered by natural gas.
The cost of the project is approximately US$
1.2 billion. The project has secured one of
the largest project finance facilities in Israel
of over US$ 1 billion. The financing facility
was led by Israel's largest banks and
institutional investors.
The power station is located in the vicinity of
Ashkelon, Israel.
Dorad Energy
12
Dorad Energy
Electricity is sold directly to end-users and to the national distribution network at
competitive rates.
The station, that was declared a national infrastructure project by the Israeli
Prime Minister, is operational and connected to the grid.
The station was commercially operated and began producing electricity in full
capacity in May 2014.
Ellomay’s share of income of Dorad for the nine months ended September 30,
2014 was approximately $1.7 million.
13
Financial Summary
(US$ in thousands)
|
December 31, 2012
|
December 31, 2013
|
September 30, 2014
(unaudited)
|
Cash and cash equivalent
|
33,292
|
9,738
|
30,007
|
Short-term restricted cash
|
8,085
|
2,653
|
294
|
Long-term restricted cash
|
3,253
|
4,315
|
4,233
|
Investment in Dorad
|
19,683
|
24,990
|
28,616
|
Total assets
|
128,740
|
146,930
|
171,581
|
Total liabilities
|
45,626
|
47,169
|
75,083
|
Total equity
|
83,114
|
99,761
|
96,498
|
(US$ in thousands)
|
For the year
ended
December 31
2012
|
For the year
ended
December 31
2013
|
For the 9 months
ended
September 30,
2014 (unaudited)
|
For the 3 months
ended
September 30,
2014 (unaudited)
|
Revenues
|
8,890
|
12,982
|
12,729
|
5,198
|
Gross profit
|
4,219
|
6,580
|
5,908
|
3,095
|
Operating profit
|
715
|
13,368
|
9,440
|
7,362
|
Net income (loss) for the period
|
(2,133)
|
10,087
|
4,867
|
5,389
|
Adjusted EBITDA *
|
3,200
|
6,621
|
10,390
|
5,123
|
*See Appendix A
14
Leadership Team
Shlomo Nehama, Chairman of the Board - Former Chairman of the Board of Bank Hapoalim, the leading bank in Israel,
between 1998 and 2007. Mr. Nehama, along with the late Ted Arison, organized the group of American and Israeli investors who
purchased the bank from the State of Israel in 1997. During his years at the bank, Bank Hapoalim grew its profits and return on capital,
while increasing its balance sheet by over 50% and became Israel's leading bank while expanding to additional markets around the world.
Mr. Nehama is a graduate of the Technion - Institute of Technology in Haifa, Israel, where he earned a degree in Industrial Management
and Engineering. Mr. Nehama received an honorary doctorate from the Technion for his contribution to the strengthening of the Israeli
economy. Mr. Nehama serves as director at several philanthropic academic institutions, on a voluntary basis.
Ran Fridrich, Director and CEO - Mr. Fridrich co-founded the Oristan management group in 2004 and has primary management
responsibilities for the Crystal Funds program of CDO Equity Funds including, inter alia, the first Crystal Fund. Mr. Fridrich knowledge of
CDOs prompted him to launch a proprietary investment advisory business in 2001 that focuses primarily on CDO investments, fixed-
income securities and credit default swap transactions. Prior to starting his investment advisory business, Mr. Fridrich served as the
general manager of two packaging and collating companies based in Israel. Mr. Fridrich is a graduate of the Senior Executive Program
Faculty Management division at Tel Aviv University. During his military service at the IDF, Mr. Fridrich attained the rank of Colonel.
Hemi Raphael , Director - Mr. Raphael is an entrepreneur and a businessman involved in various real estate and financial
investments. Mr. Raphael also serves as a director of Cargal Ltd. since May 2004 and of Dorad Energy Ltd. Prior thereto, from 1984 to
1994, Mr. Raphael was an active lawyer and later partner at the law firm of Goldberg Raphael & Co. Mr. Raphael holds an LLB degree from
the School of Law at the Hebrew University of Jerusalem and he is a member of the Israeli Bar Association and the California Bar
Association.
Kalia Weintraub, CFO - Ms. Weintraub directly monitors, coordinates, interprets and administers all functional activities and
policies related to treasury and finance, budgeting, insurance, financial analysis and accounting. Prior to her appointment as Ellomay CFO,
Ms. Weintraub served as our corporate controller from January 2007. Prior to joining Ellomay, Ms. Weintraub worked as a certified public
accountant in the High-Tech practice division of the Israeli accounting firm of Kost Forer Gabbay & Kasierer, an affiliate of the
international public accounting firm Ernst & Young, from 2005 through 2007. Earlier, she worked at the audit division of the Israeli
accounting firm of Brightman Almagor Zohar, an affiliate of the international public accounting firm Deloitte, from 2003 to 2004. Ms.
Weintraub holds a B.A. in Economics and Accounting and an M.B.A. from the Tel Aviv University and is licensed as a CPA in Israel.
15
Investment Summary
1. Diversified base of cash flow generating assets
2. Strong balance sheet and track record of securing
non-dilutive financing
3. Focus on small/mid size scale commercial
projects with limited capex and operational risks
4. Significant operating leverage as our G&A is not
expected to significantly increase with the
expansion of our operations
5. Seasoned management team with
extensive sector knowledge and access
to attractive opportunities
6. Dorad power station located in Israel is expected
to provide high margin, recurring cash flows
starting in 2016
Appendix A - Adjusted EBITDA
• Use of NON-IFRS Financial Measures
Adjusted EBITDA is a non-IFRS measure and is defined as earnings before financial expenses, net, gain on bargain purchase,
financial expenses, net, 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 Adjusted EBITDA to be an important measure of comparative operating performance, Adjusted 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. Adjusted 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 Adjusted 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 Adjusted EBITDA may not be indicative of the historic operating results of the Company; nor is it meant to be
predictive of potential future results. The Company uses the term “Adjusted EBITDA” to highlight the fact that for the nine
months ended September 30, 2014 the Company deducted Impairment charges in connection with the new legislation Italy
and that for the year ended December 31, 2013 and for the three and nine months ended September 30, 2014 the
Company deducted the gain on bargain purchase from the net income. The Adjusted EBITDA is otherwise fully comparable
to EBITDA information which has been previously provided for prior periods. See the reconciliation between the net income
(loss) and the Adjusted EBITDA presented below.
• Reconciliation of Net income (loss) to Adjusted EBITDA (in US$ thousands)
16
|
For the year ended
December 31,
|
For the year ended
December 31,
|
For the Nine Months
ended September 30,
|
For the three Months
ended September 30,
|
|
2012
|
2013
|
2014
|
2014
|
|
|
|
Unaudited
|
Unaudited
|
Net income (loss) for the period
|
(2,133)
|
10,087
|
4,867
|
5,389
|
Financing expenses, net
|
3,627
|
2,496
|
3,738
|
1,216
|
Income tax expenses (benefit)
|
(1,011)
|
245
|
835
|
757
|
Depreciation
|
2,717
|
4,021
|
4,070
|
1,443
|
Impairment charges
|
-
|
-
|
568
|
-
|
Gain on bargain purchase
|
-
|
(10,237)
|
(3,688)
|
(3,688)
|
Adjusted EBITDA from continuing operations
|
3,200
|
6,612
|
10,390
|
5,123
|
17
Contact
Company
Investor Relations
Dustin Salem
Senior Vice President - Western
Region
MZ Group - MZ North America
Direct: 949-259-4998
Mobile: 949-375-4834
dustin.salem@mzgroup.us
www.mzgroup.us
www.ellomay.com
Kalia Weintraub
Chief Financial Officer
Ellomay Capital LTD.
9 Rothschild Blvd., Tel Aviv
Direct: +972-3-7971111
Fax: +972-3-7971122
Email: kaliaw@ellomay.com
Ellomay Capital (AMEX:ELLO)
Historical Stock Chart
From Jul 2024 to Aug 2024
Ellomay Capital (AMEX:ELLO)
Historical Stock Chart
From Aug 2023 to Aug 2024