TEL-AVIV, Israel, Sept. 25, 2019 /PRNewswire/ -- Ellomay
Capital Ltd. (NYSE American: ELLO) (TASE:
ELLO) ("Ellomay" or the "Company"), a
renewable energy and power generator and developer of renewable
energy and power projects in Europe and Israel, today reported its
unaudited financial results for the three and six months ended
June 30, 2019.
Ran Fridrich, CEO and a board member of Ellomay commented: "The
results for first half of 2019 reflect an increase of approximately
26% in revenues and approximately 37% in gross profit compared to
the first half of 2018. These results are in line with the
company's projections. Project development expenses increased by
approximately €1 million compared to the corresponding period last
year. An approximate change of €2 million in financing expenses
resulted from currency fluctuations (devaluation of the euro
against the NIS during this period resulting in expenses in the
amount of approximately €1.3 million, compared to a revaluation
during the corresponding period last year resulting in income of
approximately €0.7 million). Total equity increased from
approximately €77 million to approximately €82.6 million, mainly as
a result of the premium in connection with the sale of 49% of
Talasol's shares. The company generated positive operating cash
flow from of approximately €1.1 million. The company continues to
intensively develop projects of significant size in the solar
energy sector in Italy and
Spain, and is vigorously working
to promote the Menara cliff project.
Construction of the Talasol project (300 MWh in Spain) is advancing as planned. Most of the
infrastructure work has been completed and the installation of the
facilities is expected to begin shortly. Works to construct the
high voltage line (22 kilometers long) have also begun. The Talasol
project is expected to be operational in Q4 2020.
The works to construct a drying silo facility in the Netherlands' biogas plant are expected to
end shortly and commencing the fourth quarter of 2019 the plants
are expected to produce in full capacity. In parallel, we are
advancing the issuance of permits that are expected to enable
doubling the amount of waste that can be processed at the existing
facilities."
Financial Highlights
- Revenues were approximately €10.3 million for the six months
ended June 30, 2019, compared to
approximately €8.2 million for the six months ended June 30, 2018. The increase in revenues is mainly
a result of the commencement of operations of the Company's
waste-to-energy project in Oude Tonge, the Netherlands in June
2018 and relatively higher levels of radiation in
Italy during 2019 compared to
2018.
- Operating expenses were approximately €3.5 million for the six
months ended June 30, 2019, compared
to approximately €2.6 million for the six months ended June 30, 2018. The increase in operating expenses
is mainly attributable to additional operating expenses resulting
from the commencement of operations at the Company's
waste-to-energy project in Oude Tonge, the Netherlands. Depreciation expenses were
approximately €3 million for the six months ended June 30, 2019, compared to approximately €2.8
million for the six months ended June 30,
2018.
- Project development costs were approximately €2.7 million for
the six months ended June 30, 2019,
compared to approximately €1.8 million for the six months ended
June 30, 2018. The increase in
project development costs is mainly attributable to consultancy
expenses in connection with the project to construct a 156 MW
pumped storage hydro power plant in the Manara Cliff, Israel, or the Manara Project.
- General and administrative expenses were approximately €1.9
million for the six months ended June 30,
2019, compared to approximately €2 million for the six
months ended June 30, 2018.
- Company's share of profits of equity accounted investee, after
elimination of intercompany transactions, was approximately €0.03
million for the six months ended June 30,
2019, compared to approximately €0.5 million in the six
months ended June 30, 2018. The
decrease in the Company's share of profit of equity accounted
investee is mainly attributable to higher financial expenses
incurred by Dorad Energy Ltd., in which the Company indirectly
holds 9.375%, as a result of the CPI indexation of loans from banks
and related parties.
- Financing expenses, net was approximately €3.1 million for the
six months ended June 30, 2019,
compared to approximately €0.9 million for the six months ended
June 30, 2018. The increase in
financing expenses was mainly due to expenses in connection with
exchange rate differences amounting to approximately €1.3 million
in the six months ended June 30,
2019, mainly in connection with our NIS denominated
Debentures and the loan to an equity accounted investee, caused by
the 5.4% devaluation of the euro against the NIS during this
period, compared to income in connection with exchange rate
differences amounting to approximately €0.7 million in the six
months ended June 30, 2018, mainly in
connection with our NIS denominated Debentures and the loan to an
equity accounted investee, caused by the 2.5% revaluation of the
euro against the NIS during this period.
- Taxes on income was approximately €0.5 million for the six
months ended June 30, 2019, compared
to a tax benefit of approximately €0.2 million for the six months
ended June 30, 2018. The tax benefit
for the six months ended June 30,
2018 resulted mainly from deferred tax income included in
connection with the application of a tax incentive in the Netherlands claimable upon filing the
relevant tax return by reducing the amount of taxable profit.
- Net loss was approximately €4.4 million for the six months
ended June 30, 2019, compared to
approximately €1.1 million for the six months ended June 30, 2018.
- Total other comprehensive loss was approximately €0.5 million
for the six months ended June 30,
2019, compared to a profit of approximately €1 million for
the six months ended June 30, 2018.
The change was mainly due to changes in fair value of cash flow
hedges and from foreign currency translation differences on New
Israeli Shekel denominated operations, as a result of fluctuations
in the euro/NIS exchange rates.
- Total comprehensive loss was approximately €4.9 million for the
six months ended June 30, 2019,
compared to approximately €2.2 million for the six months ended
June 30, 2018.
- EBITDA was approximately €2.3 million for the six months ended
June 30, 2019, compared to
approximately €2.4 million for the six months ended June 30, 2018.
- Net cash from operating activities was approximately €1.1
million for the six months ended June 30,
2019, compared to approximately €2.3 million for the six
months ended June 30, 2018. The
decrease in net cash from operating activities is mainly due to a
higher interest payment received during 2018 on a loan to an equity
accounted investee.
- On April 30, 2019, the Talasol
Project reached financial closing and the Company consummated the
sale of 49% of the outstanding shares of Talasol for an aggregate
purchase price of approximately €16.1 million. The purchase price
represents 49% of our interests in Talasol (approximately €9.8
million) plus a premium of approximately €6.3 million. Such
premium, net of approximately €0.7 million associated expenses, was
recognized in Equity, as the sale transaction did not result in
loss of control.
- As of September 1, 2019, the
Company held approximately €75.1 million in cash and cash
equivalents, approximately €2.2 million in marketable securities
and approximately €11.1 million in restricted short-term and
long-term cash and marketable securities.
Use of NON-IFRS Financial Measures
EBITDA is a non-IFRS measure and is defined as earnings before
financial expenses, net, taxes, depreciation and amortization. The
Company presents this measure in order to enhance the understanding
of the Company's 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. A
reconciliation between results on an IFRS and non-IFRS basis is
provided in the last table of this press release.
About Ellomay Capital Ltd.
Ellomay is an Israeli based company whose shares are registered
with the NYSE American and with the Tel Aviv Stock Exchange under
the trading symbol "ELLO". Since 2009, Ellomay Capital focuses
its business in the renewable energy and power sectors in
Europe and Israel.
To date, Ellomay has evaluated numerous opportunities and
invested significant funds in the renewable, clean energy and
natural resources industries in Israel, Italy
and Spain, including:
- Approximately 22.6MW of photovoltaic power plants in
Italy, approximately 7.9MW of
photovoltaic power plants in Spain
and a photovoltaic power plant of approximately 9 MW in
Israel;
- 9.375% indirect interest in Dorad Energy Ltd., which owns and
operates one of Israel's largest
private power plants with production capacity of approximately
850MW, representing about 6%-8% of Israel's total current electricity
consumption;
- 75% of Chashgal Elyon Ltd., Agira Sheuva Electra, L.P. and
Ellomay Pumped Storage (2014) Ltd., all of which are involved in a
project to construct a 156 MW pumped storage hydro power plant in
the Manara Cliff, Israel;
- 100% of Groen Gas Goor B.V. and of Groen Gas Oude-Tonge B.V.,
project companies developing anaerobic digestion plants with a
green gas production capacity of approximately 375 Nm3/h, in Goor,
the Netherlands and 475 Nm3/h, in
Oude Tonge, the Netherlands,
respectively;
- 51% of Talasol, which is involved in a project to
construct a photovoltaic plant with a peak capacity of 300MW in the
municipality of Talaván, Cáceres, Spain.
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. Ellomay
believes 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, we believe 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
the Company's forward-looking statements, including weather
conditions, regulatory changes, changes in the supply and prices of
resources required for the operation of the Company's facilities
(such as waste and natural gas), changes in demand and technical
and other disruptions in the operations or construction of the
power plants owned by the Company. These and other risks and
uncertainties associated with the Company's business are described
in greater detail in the filings the Company makes from time to
time with Securities and Exchange Commission, including its Annual
Report on Form 20-F. The forward-looking statements are made as of
this date and the Company does not undertake any obligation to
update any forward-looking statements, whether as a result of new
information, future events or otherwise.
Ellomay Capital Ltd.
and its Subsidiaries
|
Condensed
Consolidated Statements of Financial Position
|
|
December 31,
2018
|
June
30,
2019
|
June
30,
2019
|
|
Audited
|
Unaudited
|
Unaudited
|
|
€ in
thousands
|
Convenience
Translation
into US$ in thousands
|
Assets
|
|
|
|
Current
assets
|
|
|
|
Cash and cash
equivalents
|
36,882
|
55,535
|
63,253
|
Marketable
securities
|
2,132
|
2,204
|
2,510
|
Restricted cash and
marketable securities
|
4,653
|
1,315
|
1,498
|
Receivable from
concession project
|
1,292
|
1,390
|
1,583
|
Financial
assets
|
1,282
|
1,354
|
1,542
|
Trade and other
receivables
|
12,623
|
11,407
|
12,992
|
|
58,864
|
73,205
|
83,378
|
Non-current
assets
|
|
|
|
Investment in equity
accounted investee
|
27,746
|
29,158
|
33,210
|
Advances on account
of investments
|
798
|
843
|
960
|
Receivable from
concession project
|
25,710
|
26,510
|
30,194
|
Fixed
assets
|
87,220
|
128,766
|
146,662
|
Right-of-use
asset
|
-
|
4,134
|
4,709
|
Intangible
asset
|
4,882
|
4,987
|
5,680
|
Restricted cash and
deposits
|
2,062
|
10,917
|
12,434
|
Deferred
tax
|
2,423
|
2,903
|
3,306
|
Long term
receivables
|
1,455
|
6,658
|
7,583
|
|
152,296
|
214,876
|
244,738
|
Total
assets
|
211,160
|
288,081
|
328,116
|
|
|
|
|
Liabilities and
Equity
|
|
|
|
Current
liabilities
|
|
|
|
Current maturities of
long term loans
|
5,864
|
6,932
|
7,895
|
Debentures
|
8,758
|
9,266
|
10,554
|
Trade
payables
|
2,126
|
3,191
|
3,632
|
Other
payables
|
3,103
|
2,985
|
3,400
|
|
19,851
|
22,374
|
25,481
|
Non-current
liabilities
|
|
|
|
Lease
liability
|
-
|
3,940
|
4,488
|
Long-term
loans
|
60,228
|
120,818
|
137,609
|
Debentures
|
42,585
|
40,542
|
46,176
|
Deferred
tax
|
6,219
|
6,485
|
7,386
|
Other long-term
liabilities
|
5,320
|
11,318
|
12,891
|
|
114,352
|
183,103
|
208,550
|
Total
liabilities
|
134,203
|
205,477
|
234,031
|
|
|
|
|
Equity
|
|
|
|
Share
capital
|
19,980
|
19,988
|
22,766
|
Share
premium
|
58,344
|
58,358
|
66,469
|
Treasury
shares
|
(1,736)
|
(1,736)
|
(1,977)
|
Transaction reserve
with non-controlling Interests
|
-
|
5,614
|
6,394
|
Reserves
|
1,169
|
1,156
|
1,317
|
Accumulated
deficit
|
758
|
(1,993)
|
(2,270)
|
Total equity
attributed to shareholders of the Company
|
78,515
|
81,387
|
92,699
|
Non-Controlling
Interest
|
(1,558)
|
1,217
|
1,386
|
Total
equity
|
76,957
|
82,604
|
94,085
|
Total liabilities
and equity
|
211,160
|
288,081
|
328,116
|
|
* Convenience
translation into US$ (exchange rate as at June 30, 2019: euro 1 =
US$ 1.139)
|
Ellomay Capital Ltd.
and its Subsidiaries
|
|
Condensed
Consolidated Statements of Comprehensive Income (in thousands,
except per share data)
|
|
For the year ended
December 31,
|
For the three
months ended June 30,
|
For the six months
ended June 30
|
For the six months
ended June 30,
|
|
2018
|
2018
|
2019
|
2018
|
2019
|
2019
|
|
Audited
|
Unaudited
|
Unaudited
|
Unaudited
|
|
€ in
thousands
|
€ in
thousands
|
€ in
thousands
|
Convenience
Translation into US$*
|
Revenues
|
18,117
|
5,119
|
5,570
|
8,151
|
10,303
|
11,735
|
Operating
expenses
|
(6,342)
|
(1,710)
|
(1,791)
|
(2,610)
|
(3,455)
|
(3,935)
|
Depreciation
expenses
|
(5,816)
|
(1,409)
|
(1,465)
|
(2,767)
|
(3,043)
|
(3,466)
|
Gross
profit
|
5,959
|
2,000
|
2,314
|
2,774
|
3,805
|
4,334
|
|
|
|
|
|
|
|
Project development
costs
|
(2,878)
|
(975)
|
(1,840)
|
(1,771)
|
(2,714)
|
(3,091)
|
General and
administrative expenses
|
(3,600)
|
(792)
|
(982)
|
(1,977)
|
(1,879)
|
(2,140)
|
Share of profits of
equity accounted investee
|
2,545
|
(662)
|
(1,133)
|
501
|
31
|
35
|
Other income,
net
|
884
|
69
|
-
|
73
|
-
|
-
|
Operating profit
(loss)
|
2,910
|
(360)
|
(1,641)
|
(400)
|
(757)
|
(862)
|
|
|
|
|
|
|
|
Financing
income
|
2,936
|
475
|
480
|
1,588
|
870
|
991
|
Financing expenses in
connection with derivatives and
other assets,
net
|
494
|
737
|
29
|
285
|
460
|
524
|
Financing
expenses
|
(5,521)
|
(1,769)
|
(1,972)
|
(2,789)
|
(4,457)
|
(5,076)
|
Financing expenses,
net
|
(2,091)
|
(557)
|
(1,463)
|
(916)
|
(3,127)
|
(3,561)
|
Profit (loss)
before taxes on income
|
819
|
(917)
|
(3,104)
|
(1,316)
|
(3,884)
|
(4,423)
|
Tax benefit (taxes on
income)
|
(215)
|
193
|
(325)
|
182
|
(514)
|
(585)
|
Profit (loss) for
the period
|
604
|
(724)
|
(3,429)
|
(1,134)
|
(4,398)
|
(5,008)
|
Profit (loss)
attributable to:
|
|
|
|
|
|
|
Owners of the
Company
|
1,057
|
(642)
|
(2,040)
|
(898)
|
(2,751)
|
(3,132)
|
Non-controlling
interests
|
(453)
|
(82)
|
(1,389)
|
(236)
|
(1,647)
|
(1,876)
|
Profit (loss) for
the period
|
604
|
(724)
|
(3,429)
|
(1,134)
|
(4,398)
|
(5,008)
|
Other
comprehensive income (loss) items that after
|
|
|
|
|
|
|
initial
recognition in comprehensive income (loss)
|
|
|
|
|
|
|
were or will be
transferred to profit or loss:
|
|
|
|
|
|
|
Foreign currency
translation differences for foreign operations
|
(787)
|
499
|
(250)
|
(799)
|
982
|
1,119
|
|
|
|
|
|
|
|
Effective portion of
change in fair value of cash flow hedges
|
(1,008)
|
202
|
(718)
|
(724)
|
(368)
|
(419)
|
Net change in fair
value of cash flow hedges transferred to
profit or loss
|
643
|
(277)
|
(94)
|
478
|
(1,104)
|
(1,257)
|
Total other
comprehensive income (loss)
|
(1,152)
|
424
|
(1,062)
|
(1,045)
|
(490)
|
(557)
|
Total
comprehensive loss for the period
|
(548)
|
(300)
|
(4,491)
|
(2,179)
|
(4,888)
|
(5,565)
|
|
|
|
|
|
|
|
Basic net earnings
(loss) per share
|
0.10
|
(0.06)
|
(0.19)
|
(0.08)
|
(0.26)
|
(0.29)
|
Diluted net
earnings (loss) per share
|
0.10
|
(0.06)
|
(0.19)
|
(0.08)
|
(0.26)
|
(0.29)
|
|
|
*
Convenience translation into US$ (exchange rate as at June 30,
2019: euro 1 = US$ 1.139)
|
Ellomay Capital Ltd.
and its Subsidiaries
|
|
Condensed
Consolidated Statements of Changes in Equity (in
thousands)
|
|
|
|
|
|
|
|
|
|
Attributable to
shareholders of the Company
|
Non-controlling
Interests
|
Total
Equity
|
|
Share
capital
|
Share
Premium
|
Retained earnings
(accumulated deficit)
|
Treasury
shares
|
Translation
reserve from foreign operations
|
Hedging
Reserve
|
Transaction
reserve with non-controlling interests
|
Total
|
|
|
|
€ in
thousands
|
For the six month
ended June 30, 2019:
|
|
|
|
|
|
|
|
|
|
|
Balance as at
January 1, 2019
|
19,980
|
58,344
|
758
|
(1,736)
|
1,396
|
(227)
|
-
|
78,515
|
(1,558)
|
76,957
|
Loss for the
period
|
-
|
-
|
(2,751)
|
-
|
-
|
-
|
-
|
(2,751)
|
(1,647)
|
(4,398)
|
Other comprehensive loss for the
period
|
-
|
-
|
-
|
-
|
1,459
|
(1,472)
|
-
|
(13)
|
(477)
|
(490)
|
Total
comprehensive loss for the period
|
-
|
-
|
(2,751)
|
-
|
1,459
|
(1,472)
|
-
|
(2,764)
|
(2,124)
|
(4,888)
|
|
|
|
|
|
|
|
|
|
|
|
Transactions with
owners of the
|
|
|
|
|
|
|
|
|
|
|
Company,
recognized directly in equity:
|
|
|
|
|
|
|
|
|
|
|
Sale of shares in
subsidiaries to
|
|
|
|
|
|
|
|
|
|
|
non-controlling
interests
|
-
|
-
|
-
|
-
|
-
|
-
|
5,614
|
5,614
|
4,899
|
10,513
|
Options
exercise
|
8
|
11
|
-
|
-
|
-
|
-
|
-
|
19
|
-
|
19
|
Share-based
payments
|
-
|
3
|
-
|
-
|
-
|
-
|
-
|
3
|
-
|
3
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at June
30, 2019
|
19,988
|
58,358
|
(1,993)
|
(1,736)
|
2,855
|
(1,699)
|
5,614
|
81,387
|
1,217
|
82,604
|
|
Attributable to
shareholders of the Company
|
Non- controlling
Interests
|
Total
Equity
|
|
Share
capital
|
Share
Premium
|
Retained earnings
(accumulated deficit)
|
Treasury
Shares
|
Translation
reserve from foreign operations
|
Hedging
Reserve
|
Transaction
reserve with non-controlling Interests
|
Total
|
|
|
|
US$ in
thousands*
|
For the six month
ended June 30, 2019:
|
|
|
|
|
|
|
|
|
|
|
Balance as at
January 1, 2019
|
22,757
|
66,453
|
862
|
(1,977)
|
1,590
|
(259)
|
-
|
89,426
|
(1,775)
|
87,651
|
Loss for the
period
|
-
|
-
|
(3,132)
|
-
|
-
|
-
|
-
|
(3,132)
|
(1,876)
|
(5,008)
|
Other
comprehensive loss for the period
|
-
|
-
|
-
|
-
|
1,662
|
(1,676)
|
-
|
(14)
|
(543)
|
(557)
|
Total
comprehensive loss for the period
|
-
|
-
|
(3,132)
|
-
|
1,662
|
(1,676)
|
-
|
(3,146)
|
(2,419)
|
(5,565)
|
|
|
|
|
|
|
|
|
|
|
|
Transactions with
owners of the
|
|
|
|
|
|
|
|
|
|
|
Company,
recognized directly in equity:
|
|
|
|
|
|
|
|
|
|
|
Sale of shares in
subsidiaries to
|
|
|
|
|
|
|
|
|
|
|
non-controlling
interests
|
-
|
-
|
-
|
-
|
-
|
-
|
6,394
|
6,394
|
5,580
|
11,974
|
Options
exercise
|
9
|
13
|
-
|
-
|
-
|
-
|
-
|
22
|
-
|
22
|
Share-based
payments
|
-
|
3
|
-
|
-
|
-
|
-
|
-
|
3
|
-
|
3
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at June
30, 2019
|
22,766
|
66,469
|
(2,270)
|
(1,977)
|
3,252
|
(1,935)
|
6,394
|
92,699
|
1,386
|
94,085
|
|
|
|
|
|
|
* Convenience
translation into US$ (exchange rate as at June 30, 2019: euro 1 =
US$ 1.139)
|
Ellomay Capital Ltd.
and its Subsidiaries
|
|
Condensed
Consolidated Statements of Changes in Equity (in
thousands)
|
|
|
|
|
|
|
|
|
|
Attributable to
shareholders of the Company
|
Non-controlling
Interests
|
Total
Equity
|
|
Share
capital
|
Share
Premium
|
Retained earnings
(accumulated deficit)
|
Treasury
shares
|
Translation
reserve from foreign operations
|
Hedging
Reserve
|
Transaction
reserve with non-controlling interests
|
Total
|
|
|
|
€ in
thousands
|
For the three
month ended June 30, 2019:
|
|
|
|
|
|
|
|
|
|
|
Balance as at
March 31, 2019
|
19,988
|
58,356
|
47
|
(1,736)
|
2,710
|
(887)
|
-
|
78,478
|
(1,898)
|
76,580
|
Loss for the
period
|
-
|
-
|
(2,040)
|
-
|
-
|
-
|
-
|
(2,040)
|
(1,389)
|
(3,429)
|
Other comprehensive loss for the
period
|
-
|
-
|
-
|
-
|
145
|
(812)
|
-
|
(667)
|
(395)
|
(1,062)
|
Total
comprehensive loss for the period
|
-
|
-
|
(2,040)
|
-
|
145
|
(812)
|
-
|
(2,707)
|
(1,784)
|
(4,491)
|
|
|
|
|
|
|
|
|
|
|
|
Transactions with
owners of the
|
|
|
|
|
|
|
|
|
|
|
Company,
recognized directly in equity:
|
|
|
|
|
|
|
|
|
|
|
Sale of shares in
subsidiaries to
|
|
|
|
|
|
|
|
|
|
|
non-controlling
interests
|
-
|
-
|
-
|
-
|
-
|
-
|
5,614
|
5,614
|
4,899
|
10,513
|
Options
exercise
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Share-based
payments
|
-
|
2
|
-
|
-
|
-
|
-
|
-
|
2
|
-
|
2
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at June
30, 2019
|
19,988
|
58,358
|
(1,993)
|
(1,736)
|
2,855
|
(1,699)
|
5,614
|
81,387
|
1,217
|
82,604
|
Ellomay Capital Ltd.
and its Subsidiaries
|
|
Condensed
Consolidated Interim Statements of Changes in Equity (in thousands)
(cont'd)
|
|
|
|
Attributable to
shareholders of the Company
|
Non-controlling
Interests
|
Total
Equity
|
|
Share
capital
|
Share
premium
|
Retained
earnings (accumulated deficit)
|
Treasury
shares
|
Translation
reserve from foreign
operations
|
Hedging
Reserve
|
Total
|
|
|
|
€ in
thousands
|
|
|
|
|
|
|
|
|
|
|
For the year ended
December 31, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at January
1, 2018
|
19,980
|
58,339
|
(299)
|
(1,736)
|
2,219
|
138
|
78,641
|
(1,141)
|
77,500
|
Profit for the
year
|
-
|
-
|
1,057
|
-
|
-
|
-
|
1,057
|
(453)
|
604
|
Other comprehensive
income (loss) for the year
|
-
|
-
|
-
|
-
|
(823)
|
(365)
|
(1,188)
|
36
|
(1,152)
|
Total comprehensive
income (loss) for the year
|
-
|
-
|
1,057
|
-
|
(823)
|
(365)
|
(131)
|
(417)
|
(548)
|
|
|
|
|
|
|
|
|
|
|
Transactions with
owners of the
|
|
|
|
|
|
|
|
|
|
Company,
recognized directly in equity:
|
|
|
|
|
|
|
|
|
|
Share-based
payments
|
-
|
5
|
-
|
-
|
-
|
-
|
5
|
-
|
5
|
|
|
|
|
|
|
|
|
|
|
Balance as at
December 31, 2018
|
19,980
|
58,344
|
758
|
(1,736)
|
1,396
|
(227)
|
78,515
|
(1,558)
|
76,957
|
Ellomay Capital Ltd.
and its Subsidiaries
|
|
Condensed
Consolidated Interim Statements of Changes in Equity (in thousands)
(cont'd)
|
|
|
|
|
|
|
|
Attributable to
shareholders of the Company
|
Non-controlling
Interests
|
Total
Equity
|
|
Share
capital
|
Share
Premium
|
Retained
earnings (accumulated
deficit)
|
Treasury
shares
|
Translation
reserve from foreign operations
|
Hedging
Reserve
|
Total
|
|
|
|
€ in
thousands
|
|
|
|
|
|
|
|
|
|
|
For the six month
ended June 30, 2018:
|
|
|
|
|
|
|
|
|
|
Balance as at January
1, 2018
|
19,980
|
58,339
|
(299)
|
(1,736)
|
2,219
|
138
|
78,641
|
(1,141)
|
77,500
|
Loss for the
period
|
-
|
-
|
(898)
|
-
|
-
|
-
|
(898)
|
(236)
|
(1,134)
|
Other comprehensive
loss for the period
|
-
|
-
|
-
|
-
|
(822)
|
(246)
|
(1,068)
|
23
|
(1,045)
|
Total comprehensive
loss for the period
|
-
|
-
|
(898)
|
-
|
(822)
|
(246)
|
(1,966)
|
(213)
|
(2,179)
|
|
|
|
|
|
|
|
|
|
|
Transactions with
owners of the Company,
|
|
|
|
|
|
|
|
|
|
recognized
directly in equity:
|
|
|
|
|
|
|
|
|
|
Share-based
payments
|
-
|
2
|
-
|
-
|
-
|
-
|
2
|
-
|
2
|
|
|
|
|
|
|
|
|
|
|
Balance as at June
30, 2018
|
19,980
|
58,341
|
(1,197)
|
(1,736)
|
1,397
|
(108)
|
76,677
|
(1,354)
|
75,323
|
Ellomay Capital Ltd.
and its Subsidiaries
|
|
Condensed
Consolidated Interim Statements of Changes in Equity (in thousands)
(cont'd)
|
|
|
|
|
|
|
|
Attributable to
shareholders of the Company
|
Non-controlling
Interests
|
Total
Equity
|
|
Share
capital
|
Share
Premium
|
Retained
earnings (accumulated
deficit)
|
Treasury
shares
|
Translation
reserve from foreign operations
|
Hedging
Reserve
|
Total
|
|
|
|
€ in
thousands
|
|
|
|
|
|
|
|
|
|
|
For the three
month ended June 30, 2018:
|
|
|
|
|
|
|
|
|
|
Balance as
at March 31, 2018
|
19,980
|
58,340
|
(555)
|
(1,736)
|
877
|
(33)
|
76,873
|
(1,250)
|
75,623
|
Loss for the
period
|
-
|
-
|
(642)
|
-
|
-
|
-
|
(642)
|
(83)
|
(725)
|
Other comprehensive
loss for the period
|
-
|
-
|
-
|
-
|
520
|
(75)
|
445
|
(21)
|
424
|
Total comprehensive
loss for the period
|
-
|
-
|
(642)
|
-
|
520
|
(75)
|
(197)
|
(104)
|
(301)
|
|
|
|
|
|
|
|
|
|
|
Transactions with
owners of the Company,
|
|
|
|
|
|
|
|
|
|
recognized
directly in equity:
|
|
|
|
|
|
|
|
|
|
Share-based
payments
|
-
|
1
|
-
|
-
|
-
|
-
|
1
|
-
|
1
|
|
|
|
|
|
|
|
|
|
|
Balance as at June
30, 2018
|
19,980
|
58,341
|
(1,197)
|
(1,736)
|
1,397
|
(108)
|
76,677
|
(1,354)
|
75,323
|
Ellomay Capital Ltd.
and its Subsidiaries
|
|
Condensed
Consolidated Interim Statements of Cash Flow (in
thousands)
|
|
For the year
ended December
31, 2018
|
For the three
months ended June 30, 2018
|
For the three
months ended June 30, 2019
|
For the six
months ended June 30, 2018
|
For the six
months ended June 30, 2019
|
For the six
months ended June 30, 2019
|
|
Audited
|
Unaudited
|
Unaudited
|
Unaudited
|
Unaudited
|
Unaudited
|
|
€ in
thousands
|
Convenience
Translation into US$*
|
Cash flows from
operating activities
|
|
|
|
|
|
|
Loss for the
period
|
604
|
(725)
|
(3,429)
|
(1,134)
|
(4,398)
|
(5,008)
|
Adjustments
for:
|
|
|
|
|
|
|
Financing expenses,
net
|
2,091
|
557
|
1,463
|
916
|
3,127
|
3,561
|
Depreciation
|
5,816
|
1,409
|
1,465
|
2,767
|
3,043
|
3,466
|
Share-based payment
transactions
|
5
|
1
|
2
|
2
|
3
|
3
|
Share of profits of
equity accounted investees
|
(2,545)
|
662
|
1,133
|
(501)
|
(31)
|
(35)
|
Payment of interest
on loan from an equity accounted investee
|
3,036
|
-
|
370
|
1,176
|
370
|
421
|
Change in trade
receivables and other receivables
|
(17)
|
(525)
|
(48)
|
156
|
(1,744)
|
(1,986)
|
Change in other
assets
|
37
|
(536)
|
-
|
135
|
(708)
|
(806)
|
Change in receivables
from concessions project
|
1,431
|
372
|
475
|
622
|
646
|
736
|
Change in accrued
severance pay, net
|
15
|
17
|
4
|
17
|
8
|
9
|
Change in trade
payables
|
633
|
(21)
|
556
|
328
|
1,065
|
1,212
|
Change in other
payables
|
(1,565)
|
113
|
638
|
(310)
|
1,054
|
1,202
|
Taxes on
income
|
215
|
(193)
|
325
|
(182)
|
514
|
585
|
Income taxes
paid
|
(77)
|
(15)
|
-
|
(16)
|
-
|
-
|
Interest
received
|
1,835
|
493
|
420
|
888
|
835
|
951
|
Interest
paid
|
(4,924)
|
(2,215)
|
(2,450)
|
(2,597)
|
(2,655)
|
(3,024)
|
Net cash provided by
operating activities
|
6,590
|
606
|
924
|
2,267
|
1,129
|
1,287
|
|
|
|
|
|
|
|
Cash flows from
investing activities
|
|
|
|
|
|
|
Acquisition of fixed
assets
|
(3,708)
|
(1,494)
|
(37,230)
|
(2,606)
|
(44,519)
|
(50,706)
|
Acquisition of
subsidiary, net of cash acquired
|
(1,000)
|
-
|
-
|
-
|
(1,000)
|
(1,139)
|
Repayment of loan
from an equity accounted investee
|
1,540
|
-
|
-
|
490
|
-
|
-
|
Proceeds from
marketable securities
|
3,316
|
-
|
-
|
-
|
-
|
-
|
Proceed from
settlement of derivatives, net
|
664
|
208
|
-
|
223
|
532
|
606
|
Proceed (investment)
in restricted cash, net
|
(3,107)
|
1,525
|
(5,306)
|
1,604
|
(5,219)
|
(5,944)
|
Repayment (grand)
Loan to others
|
(3,500)
|
-
|
3,500
|
-
|
3,500
|
3,986
|
Net cash used in
investing activities
|
(5,795)
|
239
|
(39,036)
|
(289)
|
(46,706)
|
(53,197)
|
|
|
|
|
|
|
|
Cash flows from
financing activities
|
|
|
|
|
|
|
Repayment of
long-term loans and finance lease obligations
|
(17,819)
|
(14,550)
|
(3,652)
|
(14,727)
|
(4,158)
|
(4,736)
|
Repayment of
Debentures
|
(4,668)
|
-
|
(4,532)
|
-
|
(4,532)
|
(5,162)
|
Proceeds from
options
|
-
|
-
|
-
|
-
|
19
|
22
|
Sale of shares in
subsidiaries to non-controlling
interests
|
-
|
34,461
|
14,062
|
-
|
14,062
|
16,016
|
Proceeds from long
term loans, net
|
34,745
|
-
|
41,470
|
34,501
|
58,894
|
67,079
|
Net cash provided by
financing activities
|
12,258
|
19,911
|
47,348
|
19,774
|
64,285
|
73,219
|
|
|
|
|
|
|
|
Effect of exchange
rate fluctuations on cash and cash equivalents
|
(133)
|
97
|
(54)
|
(104)
|
(55)
|
(64)
|
Increase in cash and
cash equivalents
|
12,920
|
19,641
|
9,182
|
21,648
|
18,653
|
21,245
|
Cash and cash
equivalents at the beginning of the period
|
23,962
|
25,969
|
-
|
23,962
|
36,882
|
42,008
|
Cash and cash
equivalents at the end of the period
|
36,882
|
45,610
|
9,182
|
45,610
|
55,535
|
63,253
|
*
Convenience translation into US$ (exchange rate as at June 30,
2019: euro 1 = US$ 1.139)
|
Ellomay Capital Ltd.
and its Subsidiaries
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of
Loss to EBITDA (in thousands)
|
|
For the year
ended
December 31,
|
For the three
months
ended June 30,
|
For the six
months
ended June 30,
|
For the six
months
ended June 30,
|
|
2018
|
2018
|
2019
|
2018
|
2019
|
2019
|
|
Unaudited
|
|
€ in
thousands
|
Convenience
Translation into
US$*
|
Net loss for the
period
|
604
|
(725)
|
(3,429)
|
(1,134)
|
(4,398)
|
(5,008)
|
Financing expenses,
net
|
2,091
|
557
|
1,463
|
916
|
3,127
|
3,561
|
Taxes on
income
|
215
|
(193)
|
325
|
(182)
|
514
|
585
|
Depreciation
|
5,816
|
1,409
|
1,465
|
2,767
|
3,043
|
3,466
|
EBITDA
|
8,726
|
1,048
|
(176)
|
2,367
|
2,286
|
2,604
|
|
|
|
|
|
|
|
*Convenience
translation into US$ (exchange rate as at June 30, 2019: euro 1 =
US$ 1.139)
|
Information for the Company's Debenture Holders
Pursuant to the Deeds of Trust governing the Company's Series A,
B and C Debentures (together, the "Debentures"), the Company
is required to maintain certain financial covenants. For more
information, see Item 5.B of the Company's Annual Report on Form
20-F.
Net Financial Debt
As of June 30, 2019, the
Company's Net Financial Debt (as such term is defined in the
Deeds of Trust of the Company's Debentures) was approximately €44.8
million (consisting of approximately €137.8 million of short-term
and long-term debt from banks and other interest bearing financial
obligations and approximately €49.8 million in connection with the
Series A Debentures issuances (in January and September 2014) and the Series B Debentures
issuance (in March 2017), net of
approximately €57.7 million of cash and cash equivalents and
marketable securities and net of approximately €85.1 million of
project finance and related hedging transactions of the
Company's subsidiaries).
Information for the Company's Series B Debenture
Holders
The following is an internal pro forma consolidated statement of
financial position of the Company as at June
30, 2019. This information is required under the Series B
Deed of Trust in connection with the adoption of IFRS 16 "Leases"
by the Company and provides the consolidated statement of financial
position of the Company as of the date set forth below after
elimination of the effects of adoption of IFRS 16. Based on the pro
forma statement of financial position, the ratio of the Company's
equity to balance sheet as of June 30,
2019 was 29.2%, triggering a right of the holders of our
Series B Debentures to an increase in the annual interest rate
applicable to the Series B Debentures of 0.5% until such time as we
publish financial results reflecting an increase in such ratio to a
minimum of 30%. As a result, the annual interest rate on the
Company's Series B Debentures will be 4.19%. The Company will
provide further information concerning the updated interest rate in
a Form 6-K to be furnished to the Securities and Exchange
Commission.
|
Unaudited Internal
Pro Forma Statement of Financial Position
|
|
|
June
30,
2019
|
|
Unaudited
|
|
Pro Forma
€ in thousands
|
Assets
|
|
Current
assets
|
|
Cash and cash
equivalents
|
55,535
|
Marketable
securities
|
2,204
|
Restricted cash and
marketable securities
|
1,315
|
Receivable from
concession project
|
1,390
|
Financial
assets
|
1,354
|
Trade and other
receivables
|
11,407
|
|
73,205
|
Non-current
assets
|
|
Investment in equity
accounted investee
|
29,158
|
Advances on account
of investments
|
843
|
Receivable from
concession project
|
26,510
|
Fixed
assets
|
128,766
|
Intangible
asset
|
4,987
|
Restricted cash and
deposits
|
10,917
|
Deferred
tax
|
1,872
|
Long term
receivables
|
6,658
|
|
209,711
|
Total
assets
|
282,916
|
|
|
Liabilities and
Equity
|
|
Current
liabilities
|
|
Current maturities of
long term loans
|
6,932
|
Debentures
|
9,266
|
Trade
payables
|
3,191
|
Other
payables
|
2,759
|
|
22,147
|
Non-current
liabilities
|
|
Long-term
loans
|
120,818
|
Debentures
|
40,542
|
Deferred
tax
|
5,461
|
Other long-term
liabilities
|
11,318
|
|
178,139
|
Total
liabilities
|
200,286
|
|
|
Equity
|
|
Share
capital
|
19,988
|
Share
premium
|
58,358
|
Treasury
shares
|
(1,736)
|
Transaction reserve
with non-controlling Interests
|
5,614
|
Reserves
|
1,156
|
Accumulated
deficit
|
(1,967)
|
Total equity
attributed to shareholders of the Company
|
81,413
|
Non-Controlling
Interest
|
1,217
|
Total
equity
|
82,630
|
Total liabilities
and equity
|
282,916
|
Information for the Company's Series C Debenture
Holders
In July 2019, the Company issued
NIS 89,065,000 Series C Debentures in
a public offering in Israel. The
Deed of Trust governing the Series C Debentures includes an
undertaking by the Company to maintain certain financial covenants,
whereby a breach of such financial covenants for two consecutive
quarters is a cause for immediate repayment. As of June 30, 2019, the Company was in compliance with
the financial covenants set forth in the Series C Deed of Trust as
follows: (i) the Company's shareholders' equity was € 82.6 million,
(ii) the ratio of the Company's Net Financial Debt (as set forth
above) to the Company's CAP, Net (defined as the Company's
consolidated shareholders' equity plus the Net Financial Debt was
35.2% and (iii) the ratio of the Company's Net Financial Debt to
the Company's Adjusted EBITDA(1) was 3.8.
_____________________________
(1) The term "Adjusted EBITDA" is defined in the
Series C Deed of Trust as earnings before financial expenses, net,
taxes, depreciation and amortization, where the revenues from the
Company's operations, such as the Talmei Yosef project, are
calculated based on the fixed asset model and not based on the
financial asset model (IFRIC 12), and before share-based payments.
The Series C Deed of Trust provides that for purposes of the
financial covenant, the Adjusted EBITDA will be calculated based on
the four preceding quarters, in the aggregate. The Adjusted EBITDA
is presented in this press release as part of the Company's
undertakings towards the holders of its Series C Debentures. For a
general discussion of the use of non-IFRS measures, such as EBITDA
and Adjusted EBITDA see above under "Use of NON-IFRS Financial
Measures."
The following is a
reconciliation between our net profit (loss) and the Adjusted
EBITDA for the four-
quarter period ended June 30, 2019:
|
|
|
|
For the four
quarter period
ended June 30,
2019
|
|
Unaudited
|
|
€ in
thousands
|
Net loss for the
period
|
(2,660)
|
Financing expenses,
net
|
4,302
|
Taxes on
income
|
911
|
Depreciation
|
6,092
|
Adjustment to
revenues of the Talmei Yosef project due to calculation based on
the
fixed asset model
|
3,043
|
Share-based
payments
|
6
|
Adjusted EBITDA as
defined the Series C Deed of Trust
|
11,694
|
Contact:
Kalia Weintraub
CFO
Tel: +972 (3) 797-1111
Email: hilai@ellomay.com
View original
content:http://www.prnewswire.com/news-releases/ellomay-capital-reports-results-for-the-three-and-six-months-ended-june-30-2019-300925064.html
SOURCE Ellomay Capital Ltd