TEL-AVIV, Israel, Dec. 31, 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 nine months ended
September 30, 2019.
Ran Fridrich, CEO and a board member of Ellomay
commented: "During the nine month period ended September 30, 2019 the Company operated in
accordance with its business plan, while executing an extensive
development and investment plan. Project development expenses
increased by approximately 32% compared to the same period last
year. Equity attributed to shareholders of the Company increased by
approximately 26% during the period. The Talasol
project (300 MW) in Spain is
progressing according to plan and construction of more than 50% was
already completed. The project is currently expected to
commence commercial operation in Q4 of 2020. In addition, the
Company is promoting the development of 550 MW PV in Spain and Italy."
Financial Highlights
- Revenues were approximately €15.4 million for the nine months
ended September 30, 2019, compared to
approximately €13.9 million for the nine months ended September 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 €5 million for the nine
months ended September 30, 2019,
compared to approximately €4.6 million for the nine months ended
September 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 €4.7 million for the nine months ended September 30, 2019, compared to approximately
€4.4 million for the nine months ended September 30, 2018.
- Project development costs were approximately €3.5 million for
the nine months ended September 30,
2019, compared to approximately €2.6 million for the nine
months ended September 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.
- General and administrative expenses were approximately €2.9
million for the nine months ended September
30, 2019, compared to approximately €2.8 million for the
nine months ended September 30,
2018.
- Company's share of profits of equity accounted investee, after
elimination of intercompany transactions, was approximately €2.4
million for the nine months ended September
30, 2019, compared to approximately €2.2 million in the nine
months ended September 30, 2018.
- Financing expenses, net was approximately €4.6 million for the
nine months ended September 30, 2019,
compared to approximately €1.8 million for the nine months ended
September 30, 2018. The increase in
financing expenses was mainly due to expenses in connection with
exchange rate differences amounting to approximately €2.1 million
in the nine months ended September 30,
2019, mainly in connection with the Company's NIS
denominated Debentures, the loan to an equity accounted investee
and cash and cash equivalents, caused by the 11.3% devaluation of
the euro against the NIS during this period, compared to income in
connection with exchange rate differences amounting to
approximately €0.5 million in the nine months ended September 30, 2018, caused by the 1.5%
revaluation of the euro against the NIS during this
period.
- Taxes on income was approximately €0.9 million for the nine
months ended September 30, 2019,
compared to taxes on income of approximately €0.1 million for the
nine months ended September 30, 2018.
The lower taxes on income for the nine months ended September 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 €3.8 million for the nine months
ended September 30, 2019, compared to
approximately €0.1 million for the nine months ended September 30, 2018.
- Total other comprehensive income was approximately €13.8
million for the nine months ended September
30, 2019, compared to a loss of approximately €0.8 million
for the nine months ended September 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 income was approximately €10 million for
the nine months ended September 30,
2019, compared to a loss of approximately €0.9 million for
the nine months ended September 30,
2018.
- EBITDA was approximately €6.4 million for the nine months ended
September 30, 2019, compared to
approximately €6.2 million for the nine months ended September 30, 2018.
- Net cash from operating activities was approximately €4.3
million for the nine months ended September
30, 2019, compared to approximately €4.6 million for the
nine months ended September 30,
2018.
- On July 17, 2019, the Company
issued 800,000 ordinary shares to several Israeli classified
investors in a private placement. The price per share in the
Private Placement was set at NIS
39.20 (approximately $11) and
the gross proceeds to the Company were approximately NIS 31.3 million (approximately €7.8
million).
- On July 25, 2019, the Company
issued NIS 89,065,000 (approximately
€22.7 million) Series C Debentures in a public offering in
Israel at a fixed annual interest
rate of 3.3%. The net proceeds of the offering, net of related
expenses such as consultancy fee and commissions were approximately
NIS 87.8 million (approximately €22.3
million).
- During July 2019, the Company
completed the purchase of 49% of the companies that own the
anaerobic digestion plans in Goor and Oude-Tonge, both in
the Netherlands from Ludan and
several entities affiliated with Ludan for an acquisition price of
approximately €3 million.
- On December 16, 2019, the Company
announced its intention to redeem the entire outstanding principal
of the Company's Series A Debentures. The redemption is scheduled
for January 5, 2020. Pursuant to the
terms of the deed of trust governing the Series A Debentures, the
early redemption amount will be the sum of approximately
NIS 80.1 million (approximately €20.7
million) in principal, the sum of approximately NIS 0.05 million (approximately €0.01 million) in
accrued interest and a prepayment charge of approximately
NIS 5.7 million (approximately €1.5
million), amounting to an aggregate redemption amount of
approximately NIS 85.9 million
(approximately €22.2 million, based on the exchange rate as of
December 30, 2019).
- On December 23, 2019, the Company
reported the sale of ten Italian indirect wholly-owned subsidiaries
(the "Italian Subsidiaries"), which own twelve photovoltaic plants
with an aggregate nominal capacity of approximately 22.6 MW. The
agreed purchase price was €41 million for the cutoff date of
December 31, 2018 and adjusted in
connection with funds received by the Company from the Italian
Subsidiaries during 2019 (approximately €2.3 million), resulting in
a cash purchase price of approximately €38.7 million. Based on the
information currently available, the Company estimates that it will
record a profit of approximately €19 million in connection with the
sale of the Italian Subsidiaries in its financial results for the
fourth quarter of 2019. The profit currently expected to be
recorded is an unaudited and unreviewed estimate and the actual
results may be different from this estimation. The financial
results of the Company included in this release do not reflect the
sale of the Italian Subsidiaries and therefore are not indicative
of future results of the Company.
- As of December 1, 2019, the
Company held approximately €59.1 million in cash and cash
equivalents, approximately €6.5 million in Short-term deposits,
approximately €2.3 million in marketable securities and
approximately €11.2 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 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;
- 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;
- 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;
- 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.
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.
Contact:
Kalia Weintraub
CFO
Tel: +972 (3) 797-1111
Email: hilai@ellomay.com
Ellomay Capital Ltd.
and its Subsidiaries
|
Condensed
Consolidated Statements of Financial Position
|
|
|
December
31,
|
September
30,
|
September
30,
|
|
|
2018
|
2019
|
2019
|
|
|
Audited
|
Unaudited
|
Unaudited
|
|
|
€ in
thousands
|
Convenience
Translation
into US$ in thousands
|
Assets
|
|
|
|
|
Current
assets
|
|
|
|
|
Cash and cash
equivalents
|
|
36,882
|
70,808
|
77,376
|
Marketable
securities
|
|
2,132
|
2,303
|
2,517
|
Short term
deposits
|
|
-
|
6,570
|
7,179
|
Restricted cash and
marketable securities
|
|
4,653
|
15
|
16
|
Receivable from
concession project
|
|
1,292
|
1,498
|
1,637
|
Financial
assets
|
|
1,282
|
1,445
|
1,579
|
Trade and other
receivables
|
|
12,623
|
10,239
|
11,189
|
|
|
58,864
|
92,878
|
101,493
|
Non-current
assets
|
|
|
|
|
Investment in equity
accounted investee
|
|
27,746
|
33,391
|
36,488
|
Advances on account
of investments
|
|
798
|
900
|
983
|
Receivable from
concession project
|
|
25,710
|
27,891
|
30,478
|
Fixed
assets
|
|
87,220
|
138,574
|
151,429
|
Right-of-use
asset
|
|
-
|
4,165
|
4,551
|
Intangible
asset
|
|
4,882
|
5,231
|
5,716
|
Restricted cash and
deposits
|
|
2,062
|
11,226
|
12,267
|
Deferred
tax
|
|
2,423
|
2,477
|
2,707
|
Long term
receivables
|
|
1,455
|
1,674
|
1,829
|
Derivatives
|
|
-
|
23,966
|
26,189
|
|
|
152,296
|
249,495
|
272,637
|
Total
assets
|
|
211,160
|
342,373
|
374,130
|
|
|
|
|
|
Liabilities and
Equity
|
|
|
|
|
Current
liabilities
|
|
|
|
|
Current maturities of
long term loans
|
|
5,864
|
7,051
|
7,705
|
Debentures
|
|
8,758
|
9,963
|
10,887
|
Trade
payables
|
|
2,126
|
2,540
|
2,773
|
Other
payables
|
|
3,103
|
4,610
|
5,038
|
|
|
19,851
|
24,164
|
26,403
|
Non-current
liabilities
|
|
|
|
|
Lease
liability
|
|
-
|
3,987
|
4,357
|
Long-term
loans
|
|
60,228
|
118,262
|
129,232
|
Debentures
|
|
42,585
|
66,495
|
72,663
|
Deferred
tax
|
|
6,219
|
10,471
|
11,442
|
Other long-term
liabilities
|
|
228
|
27
|
30
|
Derivatives
|
|
5,092
|
12,437
|
13,591
|
|
|
114,352
|
211,679
|
231,315
|
Total
liabilities
|
|
134,203
|
235,843
|
257,718
|
|
|
|
|
|
Equity
|
|
|
|
|
Share
capital
|
|
19,980
|
21,998
|
24,039
|
Share
premium
|
|
58,344
|
64,155
|
70,106
|
Treasury
shares
|
|
(1,736)
|
(1,736)
|
(1,897)
|
Transaction reserve
with non-controlling Interests
|
|
-
|
6,106
|
6,672
|
Reserves
|
|
1,169
|
9,569
|
10,457
|
Retained earnings
(accumulated deficit)
|
|
758
|
(865)
|
(945)
|
Total equity
attributed to shareholders of the Company
|
|
78,515
|
99,227
|
108,432
|
Non-Controlling
Interest
|
|
(1,558)
|
7,303
|
7,980
|
Total
equity
|
|
76,957
|
106,530
|
116,412
|
Total liabilities
and equity
|
|
211,160
|
342,373
|
374,130
|
|
* Convenience
translation into US$ (exchange rate as at September 30, 2019: euro
1 = US$ 1.093)
|
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 September 30,
|
For the nine
months
ended September 30
|
For the nine
months
ended September 30,
|
|
2018
|
2018
|
2019
|
2018
|
2019
|
2019
|
|
Audited
|
Unaudited
|
Unaudited
|
Unaudited
|
|
€ in
thousands
|
€ in
thousands
|
€ in
thousands
|
Convenience
Translation into US$*
|
Revenues
|
18,117
|
5,720
|
5,132
|
13,871
|
15,435
|
16,867
|
Operating
expenses
|
(6,342)
|
(1,963)
|
(1,594)
|
(4,573)
|
(5,049)
|
(5,517)
|
Depreciation
expenses
|
(5,816)
|
(1,597)
|
(1,671)
|
(4,364)
|
(4,714)
|
(5,151)
|
Gross
profit
|
5,959
|
2,160
|
1,867
|
4,934
|
5,672
|
6,199
|
|
|
|
|
|
|
|
Project development
costs
|
(2,878)
|
(851)
|
(757)
|
(2,622)
|
(3,471)
|
(3,793)
|
General and
administrative expenses
|
(3,600)
|
(785)
|
(979)
|
(2,762)
|
(2,858)
|
(3,123)
|
Share of profits of
equity accounted investee
|
2,545
|
1,713
|
2,351
|
2,214
|
2,382
|
2,603
|
Other income,
net
|
884
|
-
|
-
|
73
|
-
|
-
|
Operating
profit
|
2,910
|
2,237
|
2,482
|
1,837
|
1,725
|
1,886
|
|
|
|
|
|
|
|
Financing
income
|
2,936
|
518
|
572
|
1,857
|
1,442
|
1,576
|
Financing income
(expenses) in connection with derivatives and other assets,
net
|
494
|
31
|
535
|
316
|
995
|
1,087
|
Financing
expenses
|
(5,521)
|
(1,468)
|
(2,592)
|
(4,008)
|
(7,049)
|
(7,703)
|
Financing expenses,
net
|
(2,091)
|
(919)
|
(1,485)
|
(1,835)
|
(4,612)
|
(5,040)
|
|
|
|
|
|
|
|
Profit (loss)
before taxes on income
|
819
|
1,318
|
997
|
2
|
(2,887)
|
(3,154)
|
|
|
|
|
|
|
|
Taxes on
income
|
(215)
|
(302)
|
(399)
|
(120)
|
(913)
|
(998)
|
|
|
|
|
|
|
|
Profit (loss) for
the period
|
604
|
1,016
|
598
|
(118)
|
(3,800)
|
(4,152)
|
Profit (loss)
attributable to:
|
|
|
|
|
|
|
Owners of the
Company
|
1,057
|
1,282
|
1,128
|
384
|
(1,623)
|
(1,773)
|
Non-controlling
interests
|
(453)
|
(266)
|
(530)
|
(502)
|
(2,177)
|
(2,379)
|
Profit (loss) for
the period
|
604
|
1,016
|
598
|
(118)
|
(3,800)
|
(4,152)
|
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)
|
270
|
8,129
|
(529)
|
9,111
|
9,956
|
|
|
|
|
|
|
|
Effective portion of
change in fair value of cash flow hedges
|
(1,008)
|
192
|
7,345
|
(532)
|
6,977
|
7,624
|
Net change in fair
value of cash flow hedges transferred to
profit or loss
|
643
|
(183)
|
(1,174)
|
295
|
(2,278)
|
(2,489)
|
Total other
comprehensive income (loss)
|
(1,152)
|
279
|
14,300
|
(766)
|
13,810
|
15,091
|
Total
comprehensive income (loss) for the period
|
(548)
|
1,295
|
14,898
|
(884)
|
10,010
|
10,939
|
|
|
|
|
|
|
|
Basic net income
(loss) per share
|
0.10
|
0.12
|
0.10
|
0.04
|
(0.14)
|
(0.16)
|
Diluted net income
(loss) per share
|
0.10
|
0.12
|
0.10
|
0.04
|
(0.14)
|
(0.16)
|
|
* Convenience
translation into US$ (exchange rate as at September 30, 2019: euro
1 = US$ 1.093)
|
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 nine
months ended September 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
|
-
|
-
|
(1,623)
|
-
|
-
|
-
|
-
|
(1,623)
|
(2,177)
|
(3,800)
|
Other comprehensive loss for the
period
|
-
|
-
|
-
|
-
|
3,701
|
4,699
|
-
|
8,400
|
5,410
|
13,810
|
Total comprehensive loss for the
period
|
-
|
-
|
(1,623)
|
-
|
3,701
|
4,699
|
-
|
6,777
|
3,233
|
10,010
|
|
|
|
|
|
|
|
|
|
|
|
Transactions with owners of the
|
|
|
|
|
|
|
|
|
|
|
Company, recognized directly in
equity:
|
|
|
|
|
|
|
|
|
|
|
Sale of shares in subsidiaries
to
|
|
|
|
|
|
|
|
|
|
|
non-controlling interests
|
-
|
-
|
-
|
-
|
-
|
-
|
5,439
|
5,439
|
5,374
|
10,813
|
Buy of shares in subsidiaries
from
|
|
|
|
|
|
|
|
|
|
|
non-controlling interests
|
-
|
-
|
-
|
-
|
-
|
-
|
667
|
667
|
254
|
921
|
Issuance of ordinary shares
|
2,010
|
5,797
|
-
|
-
|
-
|
-
|
-
|
7,807
|
-
|
7,807
|
Options exercise
|
8
|
11
|
-
|
-
|
-
|
-
|
-
|
19
|
-
|
19
|
Share-based payments
|
-
|
3
|
-
|
-
|
-
|
-
|
-
|
3
|
-
|
3
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at September 30,
2019
|
21,998
|
64,155
|
(865)
|
(1,736)
|
5,097
|
4,472
|
6,106
|
99,227
|
7,303
|
106,530
|
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
|
Transaction
reserve
with
non-controlling
Interests
|
Total
|
|
|
|
|
US$ in thousands*
|
For the nine
months ended September 30,
2019:
|
|
|
|
|
|
|
|
|
|
|
Balance as at January 1, 2019
|
21,834
|
63,756
|
828
|
(1,897)
|
1,526
|
(248)
|
-
|
85,799
|
(1,704)
|
84,095
|
Loss for the period
|
-
|
-
|
(1,773)
|
-
|
-
|
-
|
-
|
(1,773)
|
(2,379)
|
(4,152)
|
Other comprehensive loss for the
period
|
-
|
-
|
-
|
-
|
4,044
|
5,135
|
-
|
9,179
|
5,912
|
15,091
|
Total comprehensive loss for the
period
|
-
|
-
|
(1,773)
|
-
|
4,044
|
5,135
|
-
|
7,406
|
3,533
|
10,939
|
|
|
|
|
|
|
|
|
|
|
|
Transactions with owners of the
|
|
|
|
|
|
|
|
|
|
|
Company, recognized directly in
equity:
|
|
|
|
|
|
|
|
|
|
|
Sale of shares in subsidiaries
to
|
|
|
|
|
|
|
|
|
|
|
non-controlling interests
|
-
|
-
|
-
|
-
|
-
|
-
|
5,943
|
5,943
|
5,873
|
11,816
|
Buy of shares in subsidiaries
from
|
|
|
|
|
|
|
|
|
|
|
non-controlling interests
|
-
|
-
|
-
|
-
|
-
|
-
|
729
|
729
|
278
|
1,007
|
Issuance of ordinary shares
|
2,196
|
6,335
|
-
|
-
|
-
|
-
|
-
|
8,531
|
-
|
8,531
|
Options exercise
|
9
|
12
|
-
|
-
|
-
|
-
|
-
|
21
|
-
|
21
|
Share-based payments
|
-
|
3
|
-
|
-
|
-
|
-
|
-
|
3
|
-
|
3
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at September 30,
2019
|
24,039
|
70,106
|
(945)
|
(1,897)
|
5,570
|
4,887
|
6,672
|
108,432
|
7,980
|
116,412
|
|
* Convenience
translation into US$ (exchange rate as at September 30, 2019: euro
1 = US$ 1.093)
|
Ellomay Capital Ltd.
and its Subsidiaries
|
|
Condensed
Consolidated Interim Statements of Changes in Equity (in thousands)
(cont'd)
|
|
|
|
|
|
|
|
|
|
|
Non-
|
|
|
|
|
|
|
|
|
|
|
controlling
|
Total
|
|
Attributable to shareholders of the
Company
|
Interests
|
Equity
|
|
|
|
Retained
|
|
Translation
|
|
Transaction
|
|
|
|
|
|
|
earnings
|
|
reserve from
|
|
reserve with
|
|
|
|
|
Share
|
Share
|
(accumulated
|
Treasury
|
foreign
|
Hedging
|
non-controlling
|
|
|
|
|
capital
|
Premium
|
deficit)
|
shares
|
operations
|
Reserve
|
Interests
|
Total
|
|
|
|
|
€ in thousands
|
For the three
months ended September 30,
2019:
|
|
|
|
|
|
|
|
|
|
|
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
|
Loss for the period
|
-
|
-
|
1,128
|
-
|
-
|
-
|
-
|
1,128
|
(530)
|
598
|
Other comprehensive loss for the
period
|
-
|
-
|
-
|
-
|
2,242
|
6,171
|
-
|
8,413
|
5,887
|
14,300
|
Total comprehensive loss for the
period
|
-
|
-
|
1,128
|
-
|
2,242
|
6,171
|
-
|
9,541
|
5,357
|
14,898
|
|
|
|
|
|
|
|
|
|
|
|
Transactions with owners of the
|
|
|
|
|
|
|
|
|
|
|
Company, recognized directly in
equity:
|
|
|
|
|
|
|
|
|
|
|
Sale of shares in subsidiaries
to
|
|
|
|
|
|
|
|
|
|
|
non-controlling interests
|
-
|
-
|
-
|
-
|
-
|
-
|
(175)
|
(175)
|
475
|
300
|
Buy of shares in subsidiaries
from
|
|
|
|
|
|
|
|
|
|
|
non-controlling interests
|
-
|
-
|
-
|
-
|
-
|
-
|
667
|
667
|
254
|
921
|
Issuance of ordinary shares
|
2,010
|
5,797
|
-
|
-
|
-
|
-
|
-
|
7,807
|
-
|
7,807
|
Options exercise
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Share-based payments
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at September 30,
2019
|
21,998
|
64,155
|
(865)
|
(1,736)
|
5,097
|
4,472
|
6,106
|
99,227
|
7,303
|
106,530
|
Ellomay Capital Ltd.
and its Subsidiaries
|
|
Condensed
Consolidated Interim Statements of Changes in Equity (in thousands)
(cont'd)
|
|
|
|
|
|
|
|
|
|
Non-
|
|
|
|
|
|
|
|
|
|
controlling
|
Total
|
|
|
Attributable to shareholders of the
Company
|
Interests
|
Equity
|
|
|
|
Retained
|
|
Translation
|
|
|
|
|
|
|
|
earnings
|
|
reserve from
|
|
|
|
|
|
Share
|
Share
|
(accumulated
|
Treasury
|
foreign
|
Hedging
|
|
|
|
|
capital
|
Premium
|
deficit)
|
shares
|
operations
|
Reserve
|
Total
|
|
|
|
€ in thousands
|
|
|
|
|
|
|
|
|
|
|
For the nine months
ended September 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
|
-
|
-
|
384
|
-
|
-
|
-
|
384
|
(502)
|
(118)
|
Other comprehensive
loss for the period
|
-
|
-
|
-
|
-
|
(540)
|
(237)
|
(777)
|
11
|
(766)
|
Total comprehensive
loss for the period
|
-
|
-
|
384
|
-
|
(540)
|
(237)
|
(393)
|
(491)
|
(884)
|
|
|
|
|
|
|
|
|
|
|
Transactions with
owners of the Company,
|
|
|
|
|
|
|
|
|
|
recognized
directly in equity:
|
|
|
|
|
|
|
|
|
|
Share-based
payments
|
-
|
3
|
-
|
-
|
-
|
-
|
3
|
-
|
3
|
|
|
|
|
|
|
|
|
|
|
Balance as at
September 30, 2018
|
19,980
|
58,342
|
85
|
(1,736)
|
1,679
|
(99)
|
78,251
|
(1,632)
|
76,619
|
Ellomay Capital Ltd.
and its Subsidiaries
|
|
Condensed
Consolidated Interim Statements of Changes in Equity (in thousands)
(cont'd)
|
|
|
|
|
|
|
|
|
|
Non-
|
|
|
|
|
|
|
|
|
|
controlling
|
Total
|
|
|
Attributable to shareholders of the
Company
|
Interests
|
Equity
|
|
|
|
Retained
|
|
Translation
|
|
|
|
|
|
|
|
earnings
|
|
reserve from
|
|
|
|
|
|
Share
|
Share
|
(accumulated
|
Treasury
|
foreign
|
Hedging
|
|
|
|
|
capital
|
Premium
|
deficit)
|
shares
|
operations
|
Reserve
|
Total
|
|
|
|
€ in thousands
|
|
|
|
|
|
|
|
|
|
|
For the three months
ended September 30, 2018:
|
|
|
|
|
|
|
|
|
|
Balance as at June
30, 2018
|
19,980
|
58,341
|
(1,197)
|
(1,736)
|
1,397
|
(108)
|
76,677
|
(1,354)
|
75,323
|
Loss for the
period
|
-
|
-
|
1,282
|
-
|
-
|
-
|
1,282
|
(266)
|
1,016
|
Other comprehensive
loss for the period
|
-
|
-
|
-
|
-
|
282
|
9
|
291
|
(12)
|
279
|
Total comprehensive
loss for the period
|
-
|
-
|
1,282
|
-
|
282
|
9
|
1,573
|
(278)
|
1,295
|
|
|
|
|
|
|
|
|
|
|
Transactions with
owners of the Company,
|
|
|
|
|
|
|
|
|
|
recognized
directly in equity:
|
|
|
|
|
|
|
|
|
|
Share-based
payments
|
-
|
1
|
-
|
-
|
-
|
-
|
1
|
-
|
1
|
|
|
|
|
|
|
|
|
|
|
Balance as at
September 30, 2018
|
19,980
|
58,342
|
85
|
(1,736)
|
1,679
|
(99)
|
78,251
|
(1,632)
|
76,619
|
Ellomay Capital Ltd.
and its Subsidiaries
|
|
Condensed
Consolidated Interim Statements of Changes in Equity (in thousands)
(cont'd)
|
|
|
|
|
|
|
|
|
|
Non-
|
|
|
|
|
|
|
|
|
|
controlling
|
Total
|
|
|
Attributable to shareholders of the
Company
|
Interests
|
Equity
|
|
|
|
Retained
|
|
Translation
|
|
|
|
|
|
|
|
earnings
|
|
reserve from
|
|
|
|
|
|
Share
|
Share
|
(accumulated
|
Treasury
|
foreign
|
Hedging
|
|
|
|
|
capital
|
premium
|
deficit)
|
shares
|
operations
|
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 Cash Flow (in
thousands)
|
|
For the year ended
December 31,
|
For the three
months ended September 30,
|
For the nine
months ended September 30,
|
For the nine
months ended September 30, 2019
|
|
2018
|
2018
|
2019
|
2018
|
2019
|
2019
|
|
Audited
|
Unaudited
|
Unaudited
|
Unaudited
|
|
€ in
thousands
|
Convenience Translation
into US$*
|
Cash flows from
operating activities
|
|
|
|
|
|
|
Profit (loss) for the
period
|
604
|
1,016
|
598
|
(118)
|
(3,800)
|
(4,152)
|
Adjustments for:
|
|
|
|
|
|
|
Financing expenses,
net
|
2,091
|
919
|
1,485
|
1,835
|
4,612
|
5,040
|
Depreciation
|
5,816
|
1,597
|
1,671
|
4,364
|
4,714
|
5,151
|
Share-based payment
transactions
|
5
|
1
|
-
|
3
|
3
|
3
|
Share of profits of
equity accounted investees
|
(2,545)
|
(1,713)
|
(2,351)
|
(2,214)
|
(2,382)
|
(2,603)
|
Payment of interest
on loan from an equity accounted investee
|
3,036
|
-
|
-
|
1,176
|
370
|
404
|
Change in trade
receivables and other receivables
|
(17)
|
(356)
|
842
|
(200)
|
(902)
|
(986)
|
Change in other
assets
|
37
|
(355)
|
(762)
|
(220)
|
(1,470)
|
(1,606)
|
Change in receivables
from concessions project
|
1,431
|
454
|
483
|
1,076
|
1,129
|
1,234
|
Change in accrued
severance pay, net
|
15
|
(2)
|
-
|
15
|
8
|
9
|
Change in trade
payables
|
633
|
(37)
|
(651)
|
291
|
414
|
452
|
Change in other
payables
|
(1,565)
|
271
|
1,636
|
(39)
|
2,690
|
2,939
|
Taxes on
income
|
215
|
302
|
399
|
120
|
913
|
998
|
Income taxes
paid
|
(77)
|
(28)
|
(19)
|
(44)
|
(19)
|
(21)
|
Interest
received
|
1,835
|
518
|
446
|
1,406
|
1,281
|
1,400
|
Interest
paid
|
(4,924)
|
(206)
|
(582)
|
(2,803)
|
(3,237)
|
(3,537)
|
Net cash provided by
operating activities
|
6,590
|
2,381
|
3,195
|
4,648
|
4,324
|
4,725
|
|
|
|
|
|
|
|
Cash flows from investing
activities
|
|
|
|
|
|
|
Acquisition of fixed
assets
|
(3,708)
|
(455)
|
(11,316)
|
(3,061)
|
(55,835)
|
(61,014)
|
Acquisition of
subsidiary, net of cash acquired
|
(1,000)
|
-
|
-
|
-
|
(1,000)
|
(1,093)
|
Repayment of loan
from an equity accounted investee
|
1,540
|
-
|
-
|
490
|
-
|
-
|
Proceeds from
marketable securities
|
3,316
|
3,316
|
-
|
3,316
|
-
|
-
|
Proceed from
settlement of derivatives, net
|
664
|
187
|
-
|
410
|
532
|
581
|
Proceed (investment)
in restricted cash, net
|
(3,107)
|
(3,393)
|
1,356
|
(1,789)
|
(3,863)
|
(4,221)
|
Investment in short
term deposit
|
-
|
-
|
(6,302)
|
-
|
(6,302)
|
(6,887)
|
Repayment (grant)
Loan to others
|
(3,500)
|
-
|
412
|
-
|
3,912
|
4,275
|
Net cash used in
investing activities
|
(5,795)
|
(345)
|
(15,850)
|
(634)
|
(62,556)
|
(68,359)
|
|
|
|
|
|
|
|
Cash flows from financing
activities
|
|
|
|
|
|
|
Repayment of
long-term loans and finance lease obligations
|
(17,819)
|
(201)
|
(252)
|
(14,928)
|
(4,410)
|
(4,819)
|
Repayment of
Debentures
|
(4,668)
|
-
|
-
|
-
|
(4,532)
|
(4,952)
|
Proceeds from
options
|
-
|
-
|
-
|
-
|
19
|
21
|
Sale of shares in
subsidiaries to non-controlling interests
|
-
|
-
|
(126)
|
-
|
13,936
|
15,229
|
Acquisition of shares
in subsidiaries from non-controlling interests
|
-
|
-
|
(2,961)
|
-
|
(2,961)
|
(3,236)
|
Issuance of ordinary
shares
|
-
|
-
|
7,807
|
-
|
7,807
|
8,531
|
Proceeds from
issuance of Debentures, net
|
-
|
-
|
22,317
|
-
|
22,317
|
24,387
|
Proceeds from long
term loans, net
|
34,745
|
14
|
192
|
34,515
|
59,086
|
64,567
|
Net cash provided by
(used in) financing activities
|
12,258
|
(187)
|
26,977
|
19,587
|
91,262
|
99,728
|
|
|
|
|
|
|
|
Effect of exchange
rate fluctuations on cash and cash equivalents
|
(133)
|
(73)
|
951
|
(177)
|
896
|
979
|
Increase in cash and
cash equivalents
|
12,920
|
1,776
|
15,273
|
23,424
|
33,926
|
37,073
|
Cash and cash
equivalents at the beginning of the period
|
23,962
|
45,610
|
55,535
|
23,962
|
36,882
|
40,303
|
Cash and cash equivalents at the end of the
period
|
36,882
|
47,386
|
70,808
|
47,386
|
70,808
|
77,376
|
* Convenience translation into US$ (exchange rate as at
September 30, 2019: euro 1 = US$
1.093)
Ellomay Capital Ltd.
and its Subsidiaries
|
|
Reconciliation of Net
Profit (Loss) to EBITDA (in thousands)
|
|
|
For the year
ended
December 31,
|
For the three
months
ended September 30,
|
For the nine
months
ended September 30,
|
For the nine
months ended
September 30,
|
|
2018
|
2018
|
2019
|
2018
|
2019
|
2019
|
|
Unaudited
|
|
€ in
thousands
|
Convenience
Translation into US$*
|
Net Profit (loss) for
the period
|
604
|
1,016
|
598
|
(118)
|
(3,800)
|
(4,152)
|
Financing expenses,
net
|
2,091
|
919
|
1,485
|
1,835
|
4,612
|
5,040
|
Taxes on
income
|
215
|
302
|
399
|
120
|
913
|
998
|
Depreciation
|
5,816
|
1,597
|
1,671
|
4,364
|
4,714
|
5,151
|
EBITDA
|
8,726
|
3,834
|
4,153
|
6,201
|
6,439
|
7,037
|
* Convenience translation into US$ (exchange rate as at
September 30, 2019: euro 1 = US$
1.093)
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 and "Liquidity and Capital Resources" under Exhibit 99.3 of a
Form 6-K submitted to the Securities and Exchange Commission on
September 25, 2019.
Net Financial Debt
As of September 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 €43.8
million (consisting of approximately €135.4 million of short-term
and long-term debt from banks and other interest bearing financial
obligations and approximately €76.5 million in connection with the
Series A Debentures issuances (in January and September 2014), the Series B Debentures issuance
(in March 2017) and the Series C
Debentures issuance (in July 2019),
net of approximately €79.7 million of cash and cash equivalents,
short-term deposits and marketable securities and net of
approximately €88.7 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 September 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 (which the Company calculated in line
with the definition of Balance Sheet Equity in the Series B Deed of
Trust) to balance sheet as at 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%. Based on the pro forma statement of financial
position, the ratio of the Company's equity, as set forth above, to
balance sheet as of September 30,
2019 was 31.6%, triggering a decrease in the annual interest
rate applicable to the Series B Debentures of 0.5% to its original
rate of 3.69%. 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
|
|
September
30,
|
|
|
2019
|
|
|
Unaudited
|
|
|
Pro
Forma
€ in
thousands
|
Assets
|
|
|
Current
assets
|
|
|
Cash and cash
equivalents
|
|
70,808
|
Marketable
securities
|
|
2,303
|
Short term
deposits
|
|
6,570
|
Restricted cash and
marketable securities
|
|
15
|
Receivable from
concession project
|
|
1,498
|
Financial
assets
|
|
1,445
|
Trade and other
receivables
|
|
10,239
|
|
|
92,878
|
Non-current
assets
|
|
|
Investment in equity
accounted investee
|
|
33,391
|
Advances on account
of investments
|
|
900
|
Receivable from
concession project
|
|
27,891
|
Fixed
assets
|
|
138,574
|
Right-of-use
asset
|
|
-
|
Intangible
asset
|
|
5,231
|
Restricted cash and
deposits
|
|
11,226
|
Deferred
tax
|
|
1,423
|
Long term
receivables
|
|
1,674
|
Derivatives
|
|
23,966
|
|
|
244,276
|
Total
assets
|
|
337,154
|
|
|
|
Liabilities and
Equity
|
|
|
Current
liabilities
|
|
|
Current maturities of
long term loans
|
|
7,051
|
Debentures
|
|
9,963
|
Trade
payables
|
|
2,540
|
Other
payables
|
|
4,382
|
|
|
23,936
|
Non-current
liabilities
|
|
|
Lease
liability
|
|
-
|
Long-term
loans
|
|
118,262
|
Debentures
|
|
66,495
|
Deferred
tax
|
|
9,430
|
Other long-term
liabilities
|
|
27
|
Derivatives
|
|
12,437
|
|
|
206,651
|
Total
liabilities
|
|
230,587
|
|
|
|
Equity
|
|
|
Share
capital
|
|
21,998
|
Share
premium
|
|
64,155
|
Treasury
shares
|
|
(1,736)
|
Transaction reserve
with non-controlling Interests
|
|
6,106
|
Reserves
|
|
9,569
|
Accumulated
deficit
|
|
(828)
|
Total equity
attributed to shareholders of the Company
|
|
99,264
|
Non-Controlling
Interest
|
|
7,303
|
Total
equity
|
|
106,567
|
Total liabilities
and equity
|
|
337,154
|
Information for the Company's Series C Debenture
Holders
The Deed of Trust governing the Company's 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 September 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 €106.5 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 29% and (iii) the ratio of the Company's
Net Financial Debt to the Company's Adjusted EBITDA(1)
was 3.7.
_____________________________
(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 the Company's net
profit (loss) and the Adjusted EBITDA for the four-quarter period
ended September 30, 2019:
|
For the four
quarter period
ended
September 30,
2019
|
|
Unaudited
|
|
€ in
thousands
|
Net loss for the
period
|
(3,078)
|
Financing expenses,
net
|
4,868
|
Taxes on
income
|
1,008
|
Depreciation
|
6,166
|
Adjustment to
revenues of the Talmei Yosef project due to calculation based on
the fixed asset model
|
2,883
|
Share-based
payments
|
4
|
Adjusted EBITDA as
defined the Series C Deed of Trust
|
11,851
|
View original
content:http://www.prnewswire.com/news-releases/ellomay-capital-reports-results-for-the-three-and-nine-months-ended-september-30-2019-300980182.html
SOURCE Ellomay Capital Ltd