TEL AVIV, Israel, March 31, 2020 /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 fourth quarter and year ended
December 31, 2019.
Financial Highlights
- The Company recorded revenues of approximately €19
million for the year ended December
31, 2019, up 5% from approximately
€18.1 million for the year ended December 31, 2018. The revenue
increase is mainly due to 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 €6.6 million
for the year ended December 31, 2019,
compared to approximately €6.3 million for the year ended
December 31, 2018. The increase in
operating expenses is mainly attributable to additional operating
expenses from the commencement of operations at the Company's
waste-to-energy project in Oude Tonge, the Netherlands. Depreciation and amortization
expenses were approximately €6.4 million for the year ended
December 31, 2019, compared to
approximately €5.8 million for the year ended December 31, 2018.
- Project development costs were approximately €4.2 million for
the year ended December 31, 2019,
compared to approximately €2.9 million for the year ended
December 31, 2018. The increase in
project development costs is mainly attributable to consultancy
expenses for the planned construction of a 156 MW pumped storage
hydro power plant in the Manara Cliff, Israel.
- General and administrative expenses were approximately
€3.8 million for the year ended December 31, 2019, compared to approximately €3.6
million for the year ended December 31,
2018 due to a slight increase in labor and consultancy
expenses.
- Share of profits of equity accounted investee, after
elimination of intercompany transactions, was approximately €3.1
million in the year ended December 31,
2019, compared to approximately €2.5 million in the year
ended December 31, 2018. The increase
in the Company's share of profit of equity accounted investee is
mainly attributable to an increase in sales of electricity by Dorad
and to lower financial expenses incurred by Dorad as a result of
the CPI indexation of loans from banks and related parties.
- Other expenses, net for the year ended December 31, 2019 were approximately €2.1
million, compared to other income, net of approximately €0.9
million in the year ended December 31,
2018. During 2019 the Company recorded expenses in the
amount of approximately €2.1 million in connection with the
announcement received from Gestore dei Servizi Elettrici ("GSE")
Italy's energy regulation agency,
by one of the Company's Italian subsidiaries, claiming alleged
non-compliance of the installed modules with the required
certifications under the applicable regulation and raising the need
to examine incentive eligibility implications (the "GSE Claim"). On
December 20, 2019, the Company sold
its holdings in this subsidiary. The Sale and Purchase Agreement
governing the sale of the subsidiary provided for of up to €2.1
million of indemnification in connection with the GSE Claim and the
Company recorded this potential payment as other expenses.
- On December 20, 2019, in
connection with the sale of ten Italian indirect wholly-owned
subsidiaries of the Company, which own twelve photovoltaic plants
with an aggregate nominal capacity of approximately 22.6 MW, the
Company recorded a capital gain in the amount of approximately
€18.8 million. 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.
- Financing expenses, net was approximately €8.2 million for the
year ended December 31, 2019,
compared to approximately €2.1 million for the year ended
December 31, 2018. The increase in
financing expenses was mainly due to: (i) expenses in connection
with exchange rate differences amounting to approximately €2
million in the twelve months ended December
31, 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 9.6% 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 twelve months ended December 31, 2018 (ii) charges of approximately
€2 million recorded in 2019 in connection with the early repayment
of the entire outstanding principal of the Company's Series A
Debentures, and (iii) an increase of approximately €0.5 million in
interest and swap expenses mainly as a result of the financing
transaction entered in March 2019 by
four Spanish indirect wholly-owned subsidiaries and as a result of
expenses recorded in connection with the swap transaction entered
by the Italian subsidiaries that were sold on December 20, 2019.
- Tax benefit was approximately €0.3 million in the year ended
December 31, 2019, compared to taxes
on income of approximately €0.2 million in the year ended
December 31, 2018. The change is due
to deferred taxes arising from timing differences in depreciation
expenses in connection with the Talasol Project.
- Net profit was approximately €9.8 million in the year ended
December 31, 2019, compared to net
loss of approximately €0.6 million for the year ended December 31, 2018.
- Net profit per share was approximately €1.09 in the year ended
December 31, 2019, compared to
approximately €0.1 for the year ended December 31, 2018.
- Total other comprehensive income was approximately €1.3 million
for the year ended December 31, 2019,
compared to total other comprehensive loss of approximately €1.2
million in the year ended December 31,
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 profit was approximately €10.3 million in
the year ended December 31, 2019,
compared to total comprehensive loss of approximately €0.5 million
in the year ended December 31,
2018.
- EBITDA was approximately €24.1 million for the year ended
December 31, 2019 (including €18.8
million capital gain recorded in connection of the sale of Italian
subsidiaries), compared to approximately €8.7 million for the year
ended December 31, 2018.
- Net cash from operating activities was approximately €3.7
million for the year ended December 31,
2019, compared to approximately €6.6 million for the year
ended December 31, 2018.
- As of March 1, 2020,
the Company held approximately €59.4 million in cash and cash
equivalents , approximately €2.2 million in marketable securities
and approximately €10.1 million in restricted long-term cash.
- On March 30, 2020, the Company's
Board of Directors approved a plan to repurchase the Company's
debentures in an aggregate amount of up to NIS 15 million for a six month period. The
timing, volume and nature of repurchases will be at the sole
discretion of management and will depend on market conditions, the
price and availability of the Company's debentures, and other
factors. No assurance can be given that any particular amount of
debentures will be repurchased and the repurchase plan does not
obligate the Company to acquire a specific amount of debentures in
any period.
Ran Fridrich, CEO and a board member of Ellomay, commented:
"2019 was marked with substantial accomplishments for Ellomay
Capital. The Talasol project reached financial closing and we added
two equity partners to the project that acquired 49% of the
holdings at a premium. In addition, as of the today, construction
is progressing according to the business plan. We acquired the
minority holdings in the
Netherlands biogas projects and as of today the results of
such projects are in line with the business plan objectives.
Further improvements are planned for implementation in the near
future and we expect that these improvements will improve the
results beyond the basic business plan.
The Company sold its yielding PV assets portfolio in
Italy, generating a capital gain
from the sale of approximately €19 million.
We obtained long-term project financing for the PV yielding
assets in Spain under good terms
while generating value to such assets.
We completed an early repayment of our Series A debentures (in
the amount approximately NIS 80
million).
In addition, the Company entered into agreements for the
development of new PV projects in Italy and Spain of approximately 550 MW and as of today
the development process is progressing as planned.
The year ended with a profit attributable to the Company's
owners of approximately €12 million. Shareholders' equity
attributed to Company owners increased by approximately €28
million. Such equity will enable the Company to enter the
challenging period ahead in the best possible way. We are following
the global events and the impact of COVID-19 on the economy and
specifically on the Company's operations. We cannot at this point
assess whether and how the Company's operations and assets will be
impacted by the crisis."
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 Ellomay Pumped Storage (2014) Ltd. (including 6.67% that
are held by a trustee in trust for us and other parties), which is
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 the impact of
COVID-19 virus on the Company's operations and projects, including
in connection with steps taken by authorities in countries in which
the Company operates, 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) and in the price of oil,
changes in demand and technical and other disruptions in the
operations or construction of the power plants owned by the Company
in addition to other risks and uncertainties associated with the
Company's business that 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,
|
|
2019
|
2018
|
2019
|
|
Unaudited
|
Audited
|
Unaudited
|
|
€ in
thousands
|
Convenience
Translation into
US$ in thousands**
|
Assets
|
|
Current
assets:
|
|
Cash and cash
equivalents
|
44,509
|
36,882
|
49,946
|
Marketable
securities
|
2,242
|
2,132
|
2,516
|
Short term
deposits
|
6,446
|
-
|
7,233
|
Restricted
cash
|
22,162
|
(*)
1,315
|
24,869
|
Receivable from
concession project
|
1,463
|
1,292
|
1,642
|
Financial
assets
|
1,418
|
1,282
|
1,591
|
Trade and other
receivables
|
4,882
|
12,623
|
5,478
|
|
83,122
|
55,526
|
93,275
|
Non-current
assets
|
|
Investment in equity
accounted investee
|
33,561
|
27,746
|
37,661
|
Advances on account
of investments
|
883
|
798
|
991
|
Receivable from
concession project
|
27,122
|
25,710
|
30,435
|
Fixed
assets
|
126,607
|
87,220
|
142,074
|
Right-of-use
asset
|
15,401
|
-
|
17,282
|
Intangible
asset
|
5,042
|
4,882
|
5,658
|
Restricted cash and
deposits
|
10,956
|
(*)
5,400
|
12,294
|
Deferred
tax
|
2,285
|
2,423
|
2,564
|
Long term
receivables
|
31
|
1,455
|
35
|
Derivatives
|
5,162
|
-
|
5,793
|
|
227,050
|
155,634
|
254,787
|
|
|
|
|
Total
assets
|
310,172
|
211,160
|
348,062
|
|
|
Liabilities and
Equity
|
|
Current
liabilities
|
|
Current maturities of
long term loans
|
4,138
|
5,864
|
4,644
|
Debentures
|
26,773
|
8,758
|
30,044
|
Trade
payables
|
1,765
|
2,126
|
1,979
|
Other
payables
|
5,010
|
3,103
|
5,622
|
|
37,686
|
19,851
|
42,289
|
Non-current
liabilities
|
|
|
|
Lease
liability
|
15,402
|
-
|
17,284
|
Long-term
loans
|
89,182
|
60,228
|
100,077
|
Debentures
|
44,811
|
42,585
|
50,285
|
Deferred
tax
|
6,467
|
6,219
|
7,257
|
Other long-term
liabilities
|
1,795
|
(*) 1,959
|
2,014
|
Derivatives
|
7,263
|
(*)
3,361
|
8,150
|
|
164,920
|
114,352
|
185,067
|
Total
liabilities
|
202,606
|
134,203
|
227,356
|
Equity
|
|
Share
capital
|
21,998
|
19,980
|
24,685
|
Share
premium
|
64,160
|
58,344
|
71,998
|
Treasury
shares
|
(1,736)
|
(1,736)
|
(1,948)
|
Transaction reserve
with non-controlling Interests
|
6,106
|
-
|
6,852
|
Reserves
|
3,283
|
1,169
|
3,684
|
Retained
earnings
|
12,818
|
758
|
14,384
|
Total equity
attributed to shareholders ofthe Company
|
106,629
|
78,515
|
119,655
|
Non-Controlling
Interest
|
937
|
(1,558)
|
1,051
|
Total
equity
|
107,566
|
76,957
|
120,706
|
Total liabilities
and equity
|
310,172
|
211,160
|
348,062
|
* Reclassified (Reclassification of €3,338 thousand deposit
from short-term to long-term restricted cash and deposits to
reflect more appropriately the nature and the commitments such
deposit is intended to secure)
** Convenience translation into US$ (exchange
rate as at December 31, 2019:
euro 1 = US$
1.122)
Ellomay Capital Ltd.
and its Subsidiaries
|
Condensed
Consolidated Statements of Financial Position
|
|
|
For the three
months ended December 31,
|
For the
year
ended December
31,
|
For the three
months ended December 31,
|
For the year
ended December 31,
|
|
|
2018
|
2019
|
2018
|
2019
|
2019
|
2019
|
|
Unaudited
|
Audited
|
Unaudited
|
Unaudited
|
|
€ in
thousands
|
Convenience
Translation into US$*
|
Revenues
|
4,246
|
3,553
|
18,117
|
18,988
|
3,987
|
21,308
|
Operating
expenses
|
(1,769)
|
(1,589)
|
(6,342)
|
(6,638)
|
(1,783)
|
(7,449)
|
Depreciation and
amortization
|
(1,452)
|
(1,702)
|
(5,816)
|
(6,416)
|
(1,910)
|
(7,200)
|
Gross
profit
|
1,025
|
262
|
5,959
|
5,934
|
294
|
6,659
|
|
|
|
|
|
|
|
Project development
costs
|
(256)
|
(742)
|
(2,878)
|
(4,213)
|
(833)
|
(4,728)
|
General and
administrative expenses
|
(838)
|
(969)
|
(3,600)
|
(3,827)
|
(1,087)
|
(4,295)
|
Share of profits of
equity accounted investee
|
331
|
704
|
2,545
|
3,086
|
790
|
3,463
|
Other income
(expenses), net
|
811
|
(2,100)
|
884
|
(2,100)
|
(2,357)
|
(2,357)
|
Capital
gain
|
-
|
18,770
|
-
|
18,770
|
21,063
|
21,063
|
Operating
profit
|
1,073
|
15,925
|
2,910
|
17,650
|
17,870
|
19,805
|
|
|
|
|
|
|
|
Financing
income
|
739
|
385
|
2,936
|
1,827
|
432
|
2,050
|
Financing income
(expenses) in connection with derivatives, net
|
347
|
(98)
|
494
|
897
|
(110)
|
1,007
|
Financing
expenses
|
(1,342)
|
(3,828)
|
(5,521)
|
(10,877)
|
(4,296)
|
(12,206)
|
Financing expenses,
net
|
(256)
|
(3,541)
|
(2,091)
|
(8,153)
|
(3,974)
|
(9,149)
|
Profit before
taxes on income
|
817
|
12,384
|
819
|
9,497
|
13,897
|
10,656
|
Tax benefit (Taxes on
income)
|
(95)
|
1,200
|
(215)
|
287
|
1,347
|
322
|
Profit for the
period
|
722
|
13,584
|
604
|
9,784
|
15,243
|
10,978
|
Profit (loss)
attributable to:
|
|
|
|
|
|
|
Owners of the
Company
|
673
|
13,683
|
1,057
|
12,060
|
15,355
|
13,533
|
Non-controlling
interests
|
49
|
(99)
|
(453)
|
(2,276)
|
(111)
|
(2,555)
|
Profit for the
period
|
722
|
13,584
|
604
|
9,784
|
15,243
|
10,978
|
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
|
(258)
|
(7,008)
|
(787)
|
2,103
|
(7,864)
|
2,360
|
Other
comprehensive income items that will not be transferred to profit
or loss:
|
|
|
|
|
|
|
Effective portion
of change in fair value of cash flow hedges
|
(476)
|
(5,901)
|
(1,008)
|
1,076
|
(6,622)
|
1,207
|
Net change in fair
value of cash flow hedges transferred to profit or
loss
|
348
|
356
|
643
|
(1,922)
|
399
|
(2,157)
|
Total other
comprehensive profit (loss)
|
(386)
|
(12,553)
|
(1,152)
|
1,257
|
(14,087)
|
1,410
|
Total
comprehensive profit (loss) for the
period
|
336
|
1,031
|
(548)
|
11,041
|
1,157
|
12,388
|
|
|
|
|
|
|
|
Basic net profit
per share
|
0.06
|
1.19
|
0.10
|
1.09
|
1.36
|
1.24
|
Diluted net profit
per share
|
0.06
|
1.19
|
0.10
|
1.09
|
1.36
|
1.24
|
* Convenience translation into US$ (exchange
rate as at December 31, 2019:
euro 1 = US$
1.122)
Ellomay Capital Ltd.
and its Subsidiaries
|
Condensed
Consolidated Statements of Changes in Equity (in
thousands)
|
|
|
Attributable to
shareholders of the Company
|
Non-
controlling
|
Total
|
|
|
|
Interests
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
Share
capital
|
Share
premium
|
Retained
earnings
|
Treasury
shares
|
Translation
reserve from foreign
operations
|
Hedging
Reserve
|
Interests Transaction reserve with
non-controlling Interests
|
Total
|
|
|
|
€ in
thousands
|
For the year
ended
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
(Unaudited):
|
|
|
|
|
|
|
|
|
|
|
Balance as
at
|
|
|
|
|
|
|
|
|
|
|
January 1,
2019
|
19,980
|
58,344
|
758
|
(1,736)
|
1,396
|
(227)
|
-
|
78,515
|
(1,558)
|
76,957
|
Profit (loss)for
the year
|
-
|
-
|
12,060
|
-
|
-
|
-
|
-
|
12,060
|
(2,276)
|
9,784
|
Other
comprehensive income for the year
|
-
|
-
|
-
|
-
|
2,960
|
(846)
|
-
|
2,114
|
(857)
|
1,257
|
Total
comprehensive income for the year
|
-
|
-
|
12,060
|
-
|
2,960
|
(846)
|
-
|
14,174
|
(3,133)
|
11,041
|
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
|
Purchase 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
|
-
|
8
|
-
|
-
|
-
|
-
|
-
|
8
|
-
|
8
|
Balance as
at
|
|
|
|
|
|
|
|
|
|
|
December 31,
2019
|
21,998
|
64,160
|
12,818
|
(1,736)
|
4,356
|
(1,073)
|
6,106
|
106,629
|
937
|
107,566
|
|
|
|
|
|
|
|
|
|
|
|
For the three
months
|
|
|
|
|
|
|
|
|
|
|
ended December 31,
2019 (Unaudited):
|
|
|
|
|
|
|
|
|
|
|
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
|
Profit (loss) for
the period
|
-
|
-
|
13,683
|
-
|
-
|
-
|
-
|
13,683
|
(99)
|
13,584
|
Other
comprehensive loss for the period
|
-
|
-
|
-
|
-
|
(741)
|
(5,545)
|
-
|
(6,286)
|
(6,267)
|
(12,553)
|
Total
comprehensive income for the period
|
-
|
-
|
13,683
|
-
|
(741)
|
(5,545)
|
-
|
7,397
|
(6,366)
|
1,031
|
Transactions with
owners of the Company, recognized directly in
equity:
|
|
|
|
|
|
|
|
|
|
|
Share-based
payments
|
-
|
5
|
-
|
-
|
-
|
-
|
-
|
5
|
-
|
5
|
Balance as
at
|
|
|
|
|
|
|
|
|
|
|
December 31,
2019
|
21,998
|
64,160
|
12,818
|
(1,736)
|
4,356
|
(1,073)
|
6,106
|
106,629
|
937
|
107,566
|
|
|
|
|
|
|
|
|
|
|
|
* Convenience translation into US$ (exchange rate as at
December 31, 2019: euro 1 = US$
1.122)
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
|
Total
|
|
|
Interests
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
Share
capital
|
Share
premium
|
Retained
earnings
|
Treasury
shares
|
Translation
reserve from foreign
operations
|
Hedging
Reserve
|
Total
|
|
|
|
€ in
thousands
|
For the year
ended
|
|
|
|
|
|
|
|
|
|
December 31, 2018
(Audited):
|
|
|
|
|
|
|
|
|
|
Balance as
at
|
|
|
|
|
|
|
|
|
|
January 1,
2018
|
19,980
|
58,339
|
(299)
|
(1,736)
|
2,219
|
138
|
78,641
|
(1,141)
|
77,500
|
Profit (loss) for
the year
|
-
|
-
|
1,057
|
-
|
-
|
-
|
1,057
|
(453)
|
604
|
Other
comprehensive loss for the year
|
-
|
-
|
-
|
-
|
(823)
|
(365)
|
(1,188)
|
36
|
(1,152)
|
Total
comprehensive 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
|
|
|
|
|
|
|
|
|
|
|
For the three
months
|
|
|
|
|
|
|
|
|
|
ended December 31,
2018 (Unaudited):
|
|
|
|
|
|
|
|
|
|
Balance as
at
|
|
|
|
|
|
|
|
|
|
September 30,
2018
|
19,980
|
58,342
|
85
|
(1,736)
|
1,679
|
(99)
|
78,251
|
(1,632)
|
76,619
|
Profit for the
period
|
-
|
-
|
673
|
-
|
-
|
-
|
673
|
49
|
722
|
Other
comprehensive loss for the period
|
-
|
-
|
-
|
-
|
(283)
|
(128)
|
(411)
|
25
|
(386)
|
Total
comprehensive income for the period
|
-
|
-
|
673
|
-
|
(283)
|
(128)
|
262
|
74
|
336
|
Transactions with
owners of the Company, recognized directly in
equity:
|
|
|
|
|
|
|
|
|
|
Share-based
payments
|
-
|
2
|
-
|
-
|
-
|
-
|
2
|
-
|
2
|
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
|
Treasury
shares
|
Translation
reserve from foreign
operations
|
Hedging
Reserve
|
Interests Transaction reserve with
non-controlling Interests
|
Total
|
|
|
|
Convenience
translation into US$ (exchange rate as at December 31, 2019: euro 1
= US$ 1.122)
|
For the year
ended
|
|
December 31, 2019
(Unaudited):
|
|
Balance as
at
|
|
|
|
|
|
|
|
|
|
|
January 1,
2019
|
22,420
|
65,472
|
851
|
(1,948)
|
1,567
|
(255)
|
-
|
88,107
|
(1,748)
|
86,359
|
Profit (loss) for
the year
|
-
|
-
|
13,533
|
-
|
-
|
-
|
-
|
13,533
|
(2,555)
|
10,978
|
Other
comprehensive income for the year
|
-
|
-
|
-
|
-
|
3,322
|
(950)
|
-
|
2,372
|
(962)
|
1,410
|
Total
comprehensive income for the year
|
-
|
-
|
13,533
|
-
|
3,322
|
(950)
|
-
|
15,905
|
(3,517)
|
12,388
|
Transactions with
owners of the Company, recognized directly in
equity:
|
|
|
|
|
|
|
|
|
|
|
Sale of shares in subsidiaries
to
|
|
|
|
|
|
|
|
|
|
|
non-controlling interests
|
-
|
-
|
-
|
-
|
-
|
-
|
6,104
|
6,104
|
6,031
|
12,135
|
Purchase of shares in subsidiaries
from
|
|
|
|
|
|
|
|
|
|
|
non-controlling interests
|
-
|
-
|
-
|
-
|
-
|
-
|
748
|
748
|
285
|
1,033
|
Issuance of ordinary shares
|
2,256
|
6,505
|
-
|
-
|
-
|
-
|
-
|
8,761
|
-
|
8,761
|
Options exercise
|
9
|
12
|
-
|
-
|
-
|
-
|
-
|
21
|
-
|
21
|
Share-based payments
|
-
|
9
|
-
|
-
|
-
|
-
|
-
|
9
|
-
|
9
|
Balance as
at
|
|
|
|
|
|
|
|
|
|
|
December 31,
2019
|
24,685
|
71,998
|
14,384
|
(1,948)
|
4,889
|
(1,205)
|
6,852
|
119,655
|
1,051
|
120,706
|
|
|
|
|
|
|
|
|
|
|
|
For the three
months
|
|
|
|
|
|
|
|
|
|
|
ended December 31,
2019 (Unaudited):
|
|
|
|
|
|
|
|
|
|
|
Balance as
at
|
|
|
|
|
|
|
|
|
|
|
September 30,
2019
|
24,685
|
71,992
|
(971)
|
(1,948)
|
5,721
|
5,017
|
6,852
|
111,348
|
8,195
|
119,543
|
Profit (loss) for
the period
|
-
|
-
|
15,355
|
-
|
-
|
-
|
-
|
15,355
|
(111)
|
15,244
|
Other
comprehensive loss for the period
|
-
|
-
|
-
|
-
|
(832)
|
(6,222)
|
-
|
(7,054)
|
(7,033)
|
(14,087)
|
Total
comprehensive income for the period
|
-
|
-
|
15,355
|
-
|
(832)
|
(6,222)
|
-
|
8,301
|
(7,144)
|
1,157
|
Transactions with
owners of the Company, recognized directly in
equity:
|
|
|
|
|
|
|
|
|
|
|
Share-based
payments
|
-
|
6
|
-
|
-
|
-
|
-
|
-
|
6
|
-
|
6
|
Balance as
at
|
|
|
|
|
|
|
|
|
|
|
December 31,
2019
|
24,685
|
71,998
|
14,384
|
(1,948)
|
4,889
|
(1,205)
|
6,852
|
119,655
|
1,051
|
120,706
|
Ellomay Capital Ltd.
and its Subsidiaries
|
Condensed
Consolidated Interim Statements of Cash Flow (in
thousands)
|
|
|
For the three months ended December
31,
|
For the year ended December 31,
|
For the three months ended December
31,
|
For the year ended December 31,
|
|
2018
|
2019
|
2018
|
2019
|
2019
|
2019
|
|
Unaudited
|
Audited
|
Unaudited
|
Unaudited
|
|
€ in
thousands
|
Convenience Translation into
US$*
|
Cash flows from
operating activities
|
|
|
|
|
|
|
Profit for the
period
|
722
|
13,584
|
604
|
9,784
|
15,243
|
10,978
|
Adjustments
for:
|
|
|
|
|
|
|
Financing expenses,
net
|
256
|
3,541
|
2,091
|
8,153
|
3,974
|
9,149
|
Capital
gain
|
-
|
(18,770)
|
-
|
(18,770)
|
(21,063)
|
(21,063)
|
Depreciation and
amortization
|
1,452
|
1,702
|
5,816
|
6,416
|
1,910
|
7,200
|
Share-based payment
transactions
|
2
|
5
|
5
|
8
|
6
|
9
|
Share of profits of
equity accounted investees
|
(331)
|
(704)
|
(2,545)
|
(3,086)
|
(790)
|
(3,463)
|
Payment of interest
on loan from an equity accounted investee
|
1,860
|
-
|
3,036
|
370
|
-
|
415
|
Change in trade
receivables and other receivables
|
183
|
1,305
|
(17)
|
403
|
1,464
|
452
|
Change in other
assets
|
257
|
(480)
|
37
|
(1,950)
|
(539)
|
(2,188)
|
Change in receivables
from concessions project
|
355
|
200
|
1,431
|
1,329
|
224
|
1,491
|
Change in accrued
severance pay, net
|
-
|
1
|
15
|
9
|
1
|
10
|
Changein trade
payables
|
342
|
47
|
633
|
461
|
53
|
517
|
Change in other
payables
|
(1,527)
|
2,646
|
(1,565)
|
5,336
|
2,969
|
5,988
|
Income tax expense
(tax benefit)
|
95
|
(1,200)
|
215
|
(287)
|
(1,347)
|
(322)
|
Income taxes
paid
|
(33)
|
(81)
|
(77)
|
(100)
|
(91)
|
(112)
|
Interest
received
|
429
|
438
|
1,835
|
1,719
|
492
|
1,929
|
Interest
paid
|
(2,121)
|
(2,846)
|
(4,924)
|
(6,083)
|
(3,194)
|
(6,826)
|
|
1,219
|
(14,196)
|
5,986
|
(6,072)
|
(15,931)
|
(6,814)
|
Net cash from (used
in) operating activities
|
1,941
|
(612)
|
6,590
|
3,712
|
(688)
|
4,164
|
Cash flows from
investing activities
|
|
|
|
|
|
|
Acquisition of fixed
assets
|
(647)
|
(30,970)
|
(3,708)
|
(86,805)
|
(34,753)
|
(97,409)
|
Acquisition of
subsidiary, net of cash acquired
|
(1,000)
|
-
|
(1,000)
|
(1,000)
|
-
|
(1,122)
|
Repayment of loan
from an equity accounted investee
|
1,050
|
-
|
1,540
|
-
|
-
|
-
|
Proceeds from sale of
investments
|
-
|
34,586
|
-
|
34,586
|
38,811
|
38,811
|
Proceeds from
marketable securities
|
-
|
-
|
3,316
|
-
|
-
|
-
|
Proceed from
settlement of derivatives, net
|
254
|
-
|
664
|
532
|
-
|
597
|
Proceed from
(investment in) in restricted cash, net
|
(1,318)
|
(22,140)
|
(3,107)
|
(26,003)
|
(24,845)
|
(29,180)
|
Investment in short
term deposit
|
-
|
-
|
-
|
(6,302)
|
-
|
(7,072)
|
Repayment (grant)
loan to others
|
(3,500)
|
-
|
(3,500)
|
3,912
|
-
|
4,390
|
Net cash from (used
in) investing activities
|
(5,161)
|
(18,524)
|
(5,795)
|
(81,080)
|
(20,787)
|
(90,985)
|
Cash flows from
financing activities
|
|
|
|
|
|
|
Repayment of
long-term loans and finance lease obligations
|
(2,891)
|
(1,434)
|
(17,819)
|
(5,844)
|
(1,609)
|
(6,558)
|
Repayment of
Debentures
|
(4,668)
|
(5,304)
|
(4,668)
|
(9,836)
|
(5,952)
|
(11,038)
|
Proceeds from
options
|
-
|
-
|
-
|
19
|
-
|
21
|
Sale of shares in
subsidiaries to non-controlling interests
|
-
|
-
|
|
13,936
|
-
|
15,638
|
Acquisition of shares
in subsidiaries from non-controlling interests
|
-
|
-
|
-
|
(2,961)
|
-
|
(3,323)
|
Issuance of ordinary
shares
|
-
|
-
|
-
|
7,807
|
-
|
8,761
|
Proceeds from long
term loans
|
230
|
212
|
34,745
|
59,298
|
238
|
66,542
|
Proceeds from
issuance of Debentures, net
|
-
|
-
|
-
|
22,317
|
-
|
25,043
|
Net cash from (used
in) financing activities
|
(7,329)
|
(6,526)
|
12,258
|
84,736
|
(7,323)
|
95,086
|
|
|
|
|
|
|
|
Effect of exchange
rate fluctuations on cash and cash equivalents
|
44
|
(637)
|
(133)
|
259
|
(714)
|
293
|
Increase (decrease)
in cash and cash equivalents
|
(10,505)
|
(26,299)
|
12,920
|
7,627
|
(29,512)
|
8,558
|
Cash and cash
equivalents at the beginning of the period
|
47,387
|
70,808
|
23,962
|
36,882
|
79,458
|
41,388
|
Cash and cash
equivalents at the end of the period
|
36,882
|
44,509
|
36,882
|
44,509
|
49,946
|
49,946
|
* Convenience translation into US$ (exchange rate as
at December 31, 2019: euro 1 = US$
1.122)
|
Ellomay Capital Ltd.
and its Subsidiaries
|
Reconciliation of
Profit (Loss) to EBITDA (in thousands)
|
|
For the three
months ended December 31,
|
For the year ended
December 31,
|
For the three
months ended December 31,
|
For the year ended
December 31,
|
|
2018
|
2019
|
2018
|
2019
|
2019
|
2019
|
|
Unaudited
|
|
€ in
thousands
|
Convenience Translation into
US$*
|
Net profit (loss)
for the period
|
722
|
13,584
|
604
|
9,784
|
15,243
|
10,978
|
Financing
expenses, net
|
256
|
3,541
|
2,091
|
8,153
|
3,974
|
9,149
|
Taxes on income
(tax benefit)
|
95
|
(1,200)
|
215
|
(287)
|
(1,347)
|
(322)
|
Depreciation and
amortization
|
1,452
|
1,702
|
5,816
|
6,416
|
1,910
|
7,200
|
EBITDA
|
2,525
|
17,627
|
8,726
|
24,066
|
19,780
|
27,005
|
* Convenience translation into US$ (exchange rate as
at December 31, 2019: euro 1 = US$
1.122)
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 December 31, 2019, the
Company's Net Financial Debt (as such term is defined in the Deeds
of Trust of the Company's Debentures) was approximately €66.6
million (consisting of approximately
€100.8 million of short-term and
long-term debt from banks and other interest bearing financial
obligations and approximately €71.6 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 €53.2 million
of cash and cash equivalents, short-term deposits and marketable
securities and net of approximately
€52.6 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 December 31, 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 December 31,
2019 was 36.5%.
Unaudited Internal
Pro Forma Statement of Financial Position
|
|
|
|
December
31,
|
|
|
2019
|
|
|
Unaudited
|
|
|
Pro
Forma
€ in
thousands
|
Assets
|
|
|
Current
assets:
|
|
|
Cash and cash
equivalents
|
|
44,509
|
Marketable
securities
|
|
2,242
|
Short term
deposits
|
|
6,446
|
Restricted cash and
marketable securities
|
|
22,162
|
Receivable from
concession project
|
|
1,463
|
Financial
assets
|
|
1,418
|
Trade and other
receivables
|
|
4,882
|
|
|
83,122
|
Non-current
assets
|
|
|
Investment in equity
accounted investee
|
|
33,561
|
Advances on account
of investments
|
|
883
|
Receivable from
concession project
|
|
27,122
|
Fixed
assets
|
|
126,607
|
Right-of-use
asset
|
|
-
|
Intangible
asset
|
|
5,042
|
Restricted cash and
deposits
|
|
10,956
|
Deferred
tax
|
|
2,238
|
Long term
receivables
|
|
31
|
Derivatives
|
|
5,162
|
|
|
211,602
|
|
|
|
Total
assets
|
|
294,724
|
|
|
|
Liabilities and
Equity
|
|
|
Current
liabilities
|
|
|
Current maturities of
long term loans
|
|
4,138
|
Debentures
|
|
26,773
|
Trade
payables
|
|
1,765
|
Other
payables
|
|
4,785
|
|
|
37,461
|
Non-current
liabilities
|
|
|
Lease
liability
|
|
-
|
Long-term
loans
|
|
89,182
|
Debentures
|
|
44,811
|
Deferred
tax
|
|
6,477
|
Other long-term
liabilities
|
|
1,795
|
Derivatives
|
|
7,263
|
|
|
149,528
|
Total
liabilities
|
|
186,989
|
Equity
|
|
|
Share
capital
|
|
21,998
|
Share
premium
|
|
64,160
|
Treasury
shares
|
|
(1,736)
|
Transaction reserve
with non-controlling Interests
|
|
6,106
|
Reserves
|
|
3,283
|
Retained earnings
(accumulated deficit)
|
|
12,987
|
Total equity
attributed to shareholders ofthe Company
|
|
106,798
|
Non-Controlling
Interest
|
|
937
|
Total
equity
|
|
107,735
|
Total liabilities
and equity
|
|
294,724
|
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 December 31, 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 €107.6 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 38.2% and (iii) the ratio of the Company's Net Financial
Debt to the Company's Adjusted EBITDA(1) was 2.5.
_____________________________
(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 December 31, 2019:
|
For the four
quarter period
ended
December 31,
2019
|
|
Unaudited
|
|
€ in
thousands
|
Net profit for the
period
|
9,784
|
Financing expenses,
net
|
8,153
|
Taxes on
income
|
(287)
|
Depreciation and
amortization
|
6,416
|
Adjustment to
revenues of the Talmei Yosef project due to calculation based on
the fixed asset model
|
2,981
|
Share-based
payments
|
8
|
Adjusted EBITDA as
defined in the Series C Deed of Trust
|
27,055
|
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-fourth-quarter-and-full-year-of-2019-301032895.html
SOURCE Ellomay Capital Ltd.