TEL AVIV, Israel, Sept. 24, 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 three and six month periods
ended June 30, 2020.
Financial Highlights
- Revenues were approximately €4.2 million for the six months
ended June 30, 2020, compared to
approximately €10.3 million for the six months ended June 30, 2019. The decrease in revenues is mainly
due to the sale of ten Italian indirectly wholly-owned subsidiaries
of the Company, which held twelve photovoltaic plants in
Italy with an aggregate installed
capacity of approximately 22.6 MWp (the "Italian PV
Portfolio"), during December
2019. A small portion of the decrease in revenues for the
six months ended June 30, 2020
resulted from the decrease in demand and prices of the European
electricity markets due to the Covid-19 crisis. In addition, in
February 2020 a strong storm hit one
of the Company's biogas facilities in the
Netherlands, causing the facility to be partially
deactivated. The damage repair and return of the facility to full
activity took approximately eight weeks (as the process of
returning to full biological facility output is gradual) and in
May 2020 the facility returned to
full operation.
- Operating expenses were approximately €2.1 million for the six
months ended June 30, 2020, compared
to approximately €3.5 million for the six months ended June 30, 2019. The decrease in operating expenses
is mainly attributable to the sale of the Italian PV Portfolio, to
increased operational efficiency of the Company's Waste-to-Energy
projects in the Netherlands and to
insurance reimbursement in connection with the storm damages in one
of our biogas facilities in the
Netherlands that reduced operating expenses. Depreciation
expenses were approximately €1.4 million for the six months ended
June 30, 2020, compared to
approximately €3 million for the six months ended June 30, 2019. The decrease reflects the
sale of the Italian PV Portfolio.
- Project development costs were approximately €2.3 million for
the six months ended June 30, 2020,
compared to approximately €2.7 million for the six months ended
June 30, 2019. The decrease in
project development costs is mainly due to a decrease in
consultancy expenses in connection with the project to construct a
156 MW pumped storage hydro power plant in the Manara Cliff,
Israel, partially offset by
consultancy expenses in connection with the development of
photovoltaic projects in Italy.
- General and administrative expenses were approximately €2.2
million for the six months ended June 30,
2020, compared to approximately €1.9 million for the six
months ended June 30, 2019. The
increase is mostly due to D&O liability insurance costs.
- Company's share of profits of equity accounted investee, after
elimination of intercompany transactions, was approximately €0.9
million for the six months ended June 30,
2020, compared to approximately €0.03 million in the six
months ended June 30, 2019. The
increase in the Company's share of profit of equity accounted
investee is mainly attributable to lower financing expenses
incurred by Dorad Energy Ltd. for the period as a result of the CPI
indexation of loans from banks.
- Financing expenses, net was approximately €1.1 million for the
six months ended June 30, 2020,
compared to approximately €3.1 million for the six months ended
June 30, 2019. The decrease in
financing expenses, net, was mainly due to: (i) income recorded in
connection with the reevaluation of the Company's euro/US$ forward
transactions and revaluation of Dori Energy loan in the aggregate
amount of approximately €1.1 million during the six months ended
June 30, 2020, compared to
approximately €0.5 million during the six months ended June 30, 2019, (ii) decreased expenses resulting
from exchange rate differences amounting to approximately €0.9
million in six months ended June 30,
2020, mainly in connection with the New Israeli Shekel
("NIS") cash and cash equivalents, compared to approximately
€1.3 million for the six months ended June
30, 2019, mainly in connection with the Company's NIS
denominated debentures, caused by the 0.1% appreciation of the euro
against the NIS during the six months ended June 30, 2020, compared to the 5.4% devaluation
of the euro against the NIS during the six months ended
June 30, 2019 and (iii) a decrease in
financing expenses of approximately €0.9 million
resulting from the early repayment of the Company's Series A
Debentures and the sale of the Italian PV Portfolio, including all
related project finance.
- Taxes on income was approximately €0.1 million for the six
months ended June 30, 2020, compared
to approximately €0.5 million for the six months ended June 30, 2019. The decrease in tax expenses
is mainly attributable to the sale of the Italian PV Portfolio and
deferred tax income related to the operations of the project
company constructing a photovoltaic plant with a peak capacity
of 300MW in the Spain, in which
the Company holds 51%.
- Net loss was approximately €4.3 million for the six months
ended June 30, 2020, compared to
approximately €4.4 million for the six months ended June 30, 2019.
- Total other comprehensive loss was approximately €9.2 million
for the six months ended June 30,
2020, compared to a profit of approximately €0.5 million for
the six months ended June 30, 2019.
The change was mainly due to changes in fair value of cash flow
hedges and from foreign currency translation differences on NIS
denominated operations, as a result of fluctuations in the euro/NIS
exchange rates.
- Total comprehensive loss was approximately €13.5 million for
the six months ended June 30, 2020,
compared to approximately €4.9 million for the six months ended
June 30, 2019.
- EBITDA was approximately €(1.6) million for the six months
ended June 30, 2020, compared to
approximately €2.3 million for the six months ended June 30, 2019.
- Net cash used in operating activities was approximately €1.9
million for the six months ended June 30,
2020, compared to net cash provided by operating activities
of approximately €1.1 million for the six months ended June 30, 2019. The decrease in net cash from
operating activities is mainly attributable to the sale of the
Italian PV Portfolio.
- As of September 1, 2020, the
Company held approximately €52 million in cash and cash
equivalents, approximately €8 million in short-term deposits,
approximately €0.8 million in marketable securities and
approximately €10.6 million in restricted short-term and long-term
cash.
- On September 24, 2020, the
Company's Board of Directors approved an extension to the
previously announced plan to repurchase the Company's debentures in
an aggregate amount of up to NIS 15
million for an additional 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.
- As noted above, the revenues for the six months ended
June 30, 2020 were impacted by the
decrease in demand and market prices of electricity in Spain resulting from the Covid-19 pandemic.
Although the Company's operations have not thus far been
materially adversely affected by the pandemic, the Company's
operations, including, but not limited to, its results of
operations, ability to raise capital and ability to develop new
projects, may in the future be adversely affected by the
implications of the spread of Covid-19 in Israel, Europe and worldwide. These potential affects
could last until a vaccine or successful treatment plan are
developed and implemented worldwide.
Second Quarter 2020 CEO Review
Ran Fridrich, CEO and a board member of the Company, provided
the following CEO review:
- The spreading of the Covid-19 pandemic during the last six
months posed new challenges for the company and its employees.
Despite those challenges, due to our presence in each of the
countries in which we operate through our representatives, and
thanks to an efficient and tight management and control system, the
development of projects in Europe
continued at a rapid pace and was not halted. While meeting the
schedule and without exceeding the budget. The Talasol project,
which is one of the largest mega-projects built in Europe in the past year, is on the verge of
completion of the construction process, meeting the schedule and
without exceeding the budget.
- The 2nd quarter was characterized by the continued
development momentum of various projects in the field of renewable
energy. The Italian PV portfolio under advanced development
continued to grow and currently 242 MW are already in advanced
permitting stages.
- In Spain, a 28 MW PV project
is expected to receive the final permits in the near future and
commence construction. The Company received bids from several
contractors and the contractor selection process is in its final
stages.
- The Company won a quote of 20 MW of PV and battery storage in a
tender published by the Israeli Electricity Authority. The project
involves the construction of 40 MW PV and 80 MW of battery storage
capacity (20MW times 4 hours storage).
- As of today, Talasol's construction is on the verge of
completion and the operating permit has been obtained. This permit
is the final permit issued by the government, and once obtained the
guarantees provided upon receipt of the building permit will be
released. The process of connection to the grid, which is expected
to take between 5-7 weeks, is expected to commence shortly.
- The operational improvement of the biogas facilities in
the Netherlands continues. During
September 2020 a CHP system was
installed in the Oude Tonge facility, which will allow cheap
electricity generation for self-consumption and utilization of the
residual heat and receipt of subsidies accordingly. The output in
the last three months represents 100% production and the facility
is approaching full alignment with the business plan. The Goor
facility is in line with production targets and business plan for
the last several months. Further improvements are planned, which
are expected to enable increased production and a reduction of
costs in our existing facilities.
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
860MW, 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
the Covid-19 pandemic on the Company's operations and projects,
including in connection with steps taken by authorities in
countries in which the Company operates, changes in the market
price of electricity and in demand, 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, 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
|
|
|
June 30,
|
December 31,
|
June 30,
|
|
|
2020
|
2019
|
2020
|
|
|
(Unaudited)
|
(Audited)
|
(Unaudited)
|
|
|
|
|
Convenience Translation
|
|
|
€ in thousands
|
into US$ in thousands*
|
Assets
|
|
|
|
|
Current assets
|
|
|
|
|
Cash and cash
equivalents
|
|
51,232
|
44,509
|
57,393
|
Marketable
securities
|
|
2,226
|
2,242
|
2,494
|
Short term
deposits
|
|
6,439
|
6,446
|
7,213
|
Restricted
cash
|
|
-
|
22,162
|
-
|
Receivable from
concession project
|
|
1,486
|
1,463
|
1,665
|
Financial
assets
|
|
-
|
1,418
|
-
|
Trade and other
receivables
|
|
4,790
|
4,882
|
5,366
|
|
|
66,173
|
83,122
|
74,131
|
Non-current assets
|
|
|
|
|
Investment in equity
accounted investee
|
|
32,165
|
33,561
|
36,033
|
Advances on account
of investments
|
|
882
|
883
|
988
|
Receivable from
concession project
|
|
26,173
|
27,122
|
29,320
|
Fixed
assets
|
|
194,521
|
114,389
|
217,913
|
Right-of-use
asset
|
|
15,291
|
15,401
|
17,130
|
Intangible
asset
|
|
4,857
|
5,042
|
5,441
|
Restricted cash and
deposits
|
|
10,275
|
10,956
|
11,511
|
Deferred
tax
|
|
5,777
|
2,285
|
6,472
|
Long term
receivables
|
|
5,305
|
12,249
|
5,943
|
Derivatives
|
|
209
|
5,162
|
234
|
|
|
295,455
|
227,050
|
330,985
|
Total assets
|
|
361,628
|
310,172
|
405,116
|
Liabilities and Equity
|
|
|
|
|
Current liabilities
|
|
|
|
|
Current maturities of
long term bank loans**
|
|
4,603
|
4,138
|
5,157
|
Current maturities of
long term loans**
|
|
2,472
|
-
|
2,769
|
Debentures
|
|
4,592
|
26,773
|
5,144
|
Trade
payables
|
|
1,730
|
1,765
|
1,940
|
Other
payables
|
|
5,425
|
5,010
|
6,077
|
|
|
18,822
|
37,686
|
21,087
|
Non-current liabilities
|
|
|
|
|
Lease
liability
|
|
15,487
|
15,402
|
17,349
|
Liabilities to banks
**
|
|
110,906
|
**40,805
|
124,243
|
Other long-term loans
**
|
|
46,711
|
**48,377
|
52,328
|
Debentures
|
|
40,087
|
44,811
|
44,908
|
Deferred
tax
|
|
6,854
|
6,467
|
7,678
|
Other long-term
liabilities
|
|
1,289
|
1,795
|
1,444
|
Derivatives
|
|
14,152
|
7,263
|
15,854
|
|
|
235,486
|
164,920
|
263,804
|
Total liabilities
|
|
254,308
|
202,606
|
284,891
|
|
|
|
|
|
Equity
|
|
|
|
|
Share
capital
|
|
23,933
|
21,998
|
26,811
|
Share
premium
|
|
75,433
|
64,160
|
84,504
|
Treasury
shares
|
|
(1,736)
|
(1,736)
|
(1,945)
|
Transaction reserve
with non-controlling Interests
|
|
6,106
|
6,106
|
6,840
|
Reserves
|
|
(1,454)
|
3,283
|
(1,629)
|
Retained
earnings
|
|
9,346
|
12,818
|
10,470
|
Total equity
attributed to shareholders of the Company
|
|
111,628
|
106,629
|
125,051
|
Non-Controlling
Interest
|
|
(4,308)
|
937
|
(4,826)
|
Total equity
|
|
107,320
|
107,566
|
120,225
|
Total liabilities and equity
|
|
361,628
|
310,172
|
405,116
|
|
* Convenience
translation into US$ (exchange rate as at June 30, 2020: EUR 1 =
US$ 1.120)
|
**Reclassified
|
Ellomay Capital Ltd.
and its Subsidiaries
|
Condensed
Consolidated Statements of Comprehensive Income (in thousands,
except per share data)
|
|
|
For the three
months
ended June 30,
|
For the six
months
ended June 30
|
For the year
ended
December 31,
|
For the six
months
ended June 30,
|
|
|
2020
|
2019
|
2020
|
2019
|
2019
|
2020
|
|
|
Unaudited
|
Unaudited
|
Audited
|
Unaudited
|
|
|
|
|
|
Convenience
Translation
into US$*
|
|
|
|
|
|
€ in
thousands
|
€ in
thousands
|
€ in
thousands
|
|
Revenues
|
2,271
|
5,570
|
4,214
|
10,303
|
18,988
|
4,721
|
|
Operating
expenses
|
(1,085)
|
(1,791)
|
(2,146)
|
(3,455)
|
(6,638)
|
(2,404)
|
|
Depreciation and
amortization expenses
|
(721)
|
(1,465)
|
(1,447)
|
(3,043)
|
(6,416)
|
(1,621)
|
|
Gross
profit
|
465
|
2,314
|
621
|
3,805
|
5,934
|
696
|
|
|
|
|
|
|
|
|
|
Project development
costs
|
(584)
|
(1,840)
|
(2,338)
|
(2,714)
|
(4,213)
|
(2,619)
|
|
General and
administrative expenses
|
(1,123)
|
(982)
|
(2,204)
|
(1,879)
|
(3,827)
|
(2,469)
|
|
Share of profits of
equity accounted investee
|
(481)
|
(1,133)
|
850
|
31
|
3,086
|
952
|
|
Other income
(expenses), net
|
-
|
-
|
-
|
-
|
(2,100)
|
-
|
|
Capital
gain
|
-
|
-
|
-
|
-
|
18,770
|
-
|
|
Operating profit
(loss)
|
(1,723)
|
(1,641)
|
(3,071)
|
(757)
|
17,650
|
(3,440)
|
|
|
|
|
|
|
|
|
|
Financing
income
|
378
|
480
|
886
|
870
|
1,827
|
993
|
|
Financing income in
connection with derivatives and warrants, net
|
145
|
29
|
1,099
|
460
|
897
|
1,231
|
|
Financing
expenses
|
(1,220)
|
(1,972)
|
(3,095)
|
(4,457)
|
(10,877)
|
(3,467)
|
|
Financing expenses,
net
|
(697)
|
(1,463)
|
(1,110)
|
(3,127)
|
(8,153)
|
(1,243)
|
|
Profit (loss)
before taxes on income
|
(2,420)
|
(3,104)
|
(4,181)
|
(3,884)
|
9,497
|
(4,683)
|
|
Tax benefit (Taxes on
income)
|
16
|
(325)
|
(88)
|
(514)
|
287
|
(99)
|
|
Profit (loss) for
the period
|
(2,404)
|
(3,429)
|
(4,269)
|
(4,398)
|
9,784
|
(4,782)
|
|
Profit (loss)
attributable to:
|
|
|
|
|
|
|
|
Owners of the
Company
|
(2,055)
|
(2,040)
|
(3,472)
|
(2,751)
|
12,060
|
(3,890)
|
|
Non-controlling
interests
|
(349)
|
(1,389)
|
(797)
|
(1,647)
|
(2,276)
|
(892)
|
|
Profit (loss) for
the period
|
(2,404)
|
(3,429)
|
(4,269)
|
(4,398)
|
9,784
|
(4,782)
|
|
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
|
|
|
|
|
|
|
|
113
|
(250)
|
(86)
|
982
|
2,103
|
(97)
|
|
Effective portion of
change in fair value of cash flow hedges
|
|
|
|
|
|
|
|
(23,401)
|
(718)
|
(9,289)
|
(368)
|
1,076
|
(10,406)
|
|
Net change in fair
value of cash flow hedges transferred to profit or loss
|
87
|
(94)
|
190
|
(1,104)
|
(1,922)
|
213
|
|
Total other
comprehensive income (loss)
|
(23,201)
|
(1,062)
|
(9,185)
|
(490)
|
1,257
|
(10,290)
|
|
|
|
|
|
|
|
|
|
Total other
comprehensive income (loss) attributable to:
|
|
|
|
|
|
|
|
Owners of the
Company
|
(11,638)
|
(667)
|
(4,737)
|
(13)
|
2,114
|
(5,307)
|
|
Non-controlling
interests
|
(11,563)
|
(395)
|
(4,448)
|
(477)
|
(857)
|
(4,983)
|
|
Total other
comprehensive income (loss)
|
(23,201)
|
(1,062)
|
(9,185)
|
(490)
|
1,257
|
(10,290)
|
|
|
|
|
|
|
|
|
|
Total
comprehensive income (loss) for the period
|
(25,605)
|
(4,491)
|
(13,454)
|
(4,888)
|
11,041
|
(15,072)
|
|
|
|
|
|
|
|
|
|
Total
comprehensive income (loss) for the period
attributable to:
|
|
|
|
|
|
|
|
Owners of the
Company
|
(13,693)
|
(2,707)
|
(8,209)
|
(2,764)
|
14,174
|
(9,197)
|
|
Non-controlling
interests
|
(11,912)
|
(1,784)
|
(5,245)
|
(2,124)
|
(3,133)
|
(5,875)
|
|
Total
comprehensive income (loss) for the period
|
(25,605)
|
(4,491)
|
(13,454)
|
(4,888)
|
11,041
|
(15,072)
|
|
|
|
|
|
|
|
|
|
Basic net earnings
(loss) per share
|
(0.17)
|
(0.19)
|
(0.29)
|
(0.26)
|
1.09
|
(0.32)
|
|
Diluted net
earnings (loss) per share
|
(0.17)
|
(0.19)
|
(0.29)
|
(0.26)
|
1.09
|
(0.32)
|
|
|
* Convenience
translation into US$ (exchange rate as at June 30, 2020: EUR 1 =
US$ 1.120)
|
Ellomay Capital Ltd.
and its Subsidiaries
|
Condensed
Consolidated Unaudited Interim Statements of Changes in
Equity
|
|
|
|
|
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 six months ended June 30, 2020
(unaudited):
|
|
|
|
|
|
|
|
|
|
|
Balance as at January 1, 2020
|
21,998
|
64,160
|
12,818
|
(1,736)
|
4,356
|
(1,073)
|
6,106
|
106,629
|
937
|
107,566
|
Loss for the period
|
-
|
-
|
(3,472)
|
-
|
-
|
-
|
-
|
(3,472)
|
(797)
|
(4,269)
|
Other comprehensive loss for the
period
|
-
|
-
|
-
|
-
|
(98)
|
(4,639)
|
-
|
(4,737)
|
(4,448)
|
(9,185)
|
Total comprehensive loss for the
period
|
-
|
-
|
(3,472)
|
-
|
(98)
|
(4,639)
|
-
|
(8,209)
|
(5,245)
|
(13,454)
|
Transactions with owners of the Company,
recognized directly in equity:
|
|
|
|
|
|
|
|
|
|
|
Issuance of ordinary shares
|
1,935
|
11,253
|
-
|
-
|
-
|
-
|
-
|
13,188
|
-
|
13,188
|
Share-based payments
|
-
|
20
|
-
|
-
|
-
|
-
|
-
|
20
|
-
|
20
|
Balance as at June 30,
2020
|
23,933
|
75,433
|
9,346
|
(1,736)
|
4,258
|
(5,712)
|
6,106
|
111,628
|
(4,308)
|
107,320
|
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 six months
ended June 30, 2019 (unaudited):
|
|
|
|
|
|
|
|
|
|
|
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
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Translation
|
|
Transaction
|
|
|
|
|
|
|
|
|
Reserve
from
|
|
reserve
with
|
|
|
|
Share
|
Share
|
Retained
|
Treasury
|
foreign
|
Hedging
|
non-controlling
|
|
capital
|
premium
|
earnings
|
shares
|
operations
|
Reserve
|
Interests
|
Total
|
|
|
|
€ in
thousands
|
For the year
ended December 31, 2019 (audited):
|
|
|
|
|
|
|
|
|
|
|
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
loss for the year
|
-
|
-
|
-
|
-
|
2,960
|
(846)
|
-
|
2,114
|
(857)
|
1,257
|
Total comprehensive
loss 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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ellomay Capital Ltd.
and its Subsidiaries
|
Condensed
Consolidated Unaudited Interim Statements of Changes in
Equity (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
|
Interests
Transaction
reserve with
non-controlling
Interests
|
Total
|
|
|
|
Convenience translation into
US$*
|
For the six months ended June 30, 2020
(unaudited):
|
|
|
|
|
|
|
|
|
|
|
Balance as at January 1, 2020
|
24,643
|
71,876
|
14,360
|
(1,945)
|
4,880
|
(1,202)
|
6,840
|
119,452
|
1,049
|
120,501
|
Loss for the period
|
-
|
-
|
(3,890)
|
-
|
-
|
-
|
-
|
(3,890)
|
(892)
|
(4,782)
|
Other comprehensive loss for the
period
|
-
|
-
|
-
|
-
|
(110)
|
(5,197)
|
-
|
(5,307)
|
(4,983)
|
(10,290)
|
Total comprehensive loss for the
period
|
-
|
-
|
(3,890)
|
-
|
(110)
|
(5,197)
|
-
|
(9,197)
|
(5,875)
|
(15,072)
|
Transactions with owners of the Company,
recognized
directly in equity:
|
|
|
|
|
|
|
|
|
|
|
Issuance of ordinary shares
|
2,168
|
12,606
|
-
|
-
|
-
|
-
|
-
|
14,774
|
-
|
14,774
|
Share-based payments
|
-
|
22
|
-
|
-
|
-
|
-
|
-
|
22
|
-
|
22
|
Balance as at June 30, 2020
|
26,811
|
84,504
|
10,470
|
(1,945)
|
4,770
|
(6,399)
|
6,840
|
125,051
|
(4,826)
|
120,225
|
|
* Convenience
translation into US$ (exchange rate as at June 30, 2020: EUR 1 =
US$ 1.120)
|
Ellomay Capital Ltd.
and its Subsidiaries
|
Condensed Consolidated Unaudited Interim Statements
of Cash Flows
|
|
|
For the three
months
ended June 30,
|
For the six
months
ended June 30,
|
For the year ended
December 31,
|
For the six months
ended June 30
|
|
2020
|
2019
|
2020
|
2019
|
2019
|
2020
|
|
Unaudited
|
Unaudited
|
Audited
|
Unaudited
|
|
€ in
thousands
|
Convenience Translation into
US$*
|
Cash flows from
operating activities
|
|
|
|
|
|
|
Profit for the
period
|
(2,404)
|
(3,429)
|
(4,269)
|
(4,398)
|
9,784
|
(4,782)
|
Adjustments
for:
|
|
|
|
|
|
|
Financing expenses,
net
|
697
|
1,463
|
1,110
|
3,127
|
8,153
|
1,243
|
Capital
gain
|
-
|
-
|
-
|
-
|
(18,770)
|
-
|
Depreciation and
amortization
|
721
|
1,465
|
1,447
|
3,043
|
6,416
|
1,621
|
Share-based payment
transactions
|
6
|
2
|
20
|
3
|
8
|
22
|
Share of profits of
equity accounted investees
|
481
|
1,133
|
(850)
|
(31)
|
(3,086)
|
(952)
|
Payment of interest
on loan from an equity accounted investee
|
-
|
370
|
582
|
370
|
370
|
652
|
Change in trade
receivables and other receivables
|
(461)
|
(48)
|
127
|
(1,744)
|
403
|
142
|
Change in other
assets
|
(19)
|
-
|
(234)
|
(708)
|
(1,950)
|
(262)
|
Change in receivables
from concessions project
|
503
|
475
|
704
|
646
|
1,329
|
789
|
Change in accrued
severance pay, net
|
-
|
4
|
-
|
8
|
9
|
-
|
Change in trade
payables
|
(350)
|
556
|
(35)
|
1,065
|
461
|
(39)
|
Change in other
payables
|
642
|
638
|
368
|
1,054
|
5,336
|
412
|
Income tax expense
(tax benefit)
|
(16)
|
325
|
88
|
514
|
(287)
|
99
|
Income taxes
paid
|
-
|
-
|
-
|
-
|
(100)
|
-
|
Interest
received
|
428
|
420
|
869
|
835
|
1,719
|
974
|
Interest
paid
|
(1,685)
|
(2,450)
|
(1,853)
|
(2,655)
|
(6,083)
|
(2,076)
|
Net cash from (used
in) operating activities
|
(1,457)
|
924
|
(1,926)
|
1,129
|
3,712
|
(2,157)
|
Cash flows from
investing activities
|
|
|
|
|
|
|
Acquisition of fixed
assets
|
(39,866)
|
(37,230)
|
(81,280)
|
(44,519)
|
(74,587)
|
(91,054)
|
Acquisition of
subsidiary, net of cash acquired
|
-
|
-
|
-
|
(1,000)
|
(1,000)
|
-
|
Proceeds from sale of
investments
|
-
|
-
|
-
|
-
|
34,586
|
-
|
Compensation as per
agreement with Erez Electricity Ltd.
|
1,418
|
-
|
1,418
|
-
|
-
|
1,589
|
Repayment of loan by
an equity accounted investee
|
-
|
-
|
1,923
|
-
|
-
|
2,154
|
Proceeds from
settlement of derivatives, net
|
-
|
-
|
-
|
532
|
532
|
-
|
Proceeds (investment)
in restricted cash, net
|
(5)
|
(5,306)
|
22,580
|
(5,219)
|
(26,003)
|
25,295
|
Investment in short
term deposit
|
-
|
-
|
-
|
-
|
(6,302)
|
-
|
Repayment of loan to
others
|
-
|
3,500
|
-
|
3,500
|
3,912
|
-
|
Net cash used in
investing activities
|
(38,453)
|
(39,036)
|
(55,359)
|
(46,706)
|
(68,862)
|
(62,016)
|
Cash flows from
financing activities
|
|
|
|
|
|
|
Repayment of
long-term loans
|
(1,994)
|
(3,652)
|
(2,804)
|
(4,158)
|
(5,844)
|
(3,141)
|
Repayment of
Debentures
|
(4,761)
|
(4,532)
|
(26,923)
|
(4,532)
|
(9,836)
|
(30,161)
|
Cost associated with
long term loans
|
-
|
-
|
-
|
-
|
(12,218)
|
-
|
Proceeds from
options
|
-
|
-
|
-
|
19
|
19
|
-
|
Sale of shares in
subsidiaries to non-controlling interests
|
-
|
14,062
|
-
|
14,062
|
13,936
|
-
|
Acquisition of shares
in subsidiaries from non-controlling interests
|
-
|
-
|
-
|
-
|
(2,961)
|
-
|
Issue of
warrants
|
|
-
|
320
|
-
|
-
|
358
|
Issuance of ordinary
shares
|
-
|
-
|
13,188
|
-
|
7,807
|
14,774
|
Proceeds from long
term loans
|
39,661
|
41,470
|
80,584
|
58,894
|
59,298
|
90,275
|
Proceeds from
issuance of Debentures, net
|
-
|
-
|
-
|
-
|
22,317
|
-
|
Net cash from
financing activities
|
32,906
|
47,348
|
64,365
|
64,285
|
72,518
|
72,105
|
|
|
|
|
|
|
|
Effect of exchange
rate fluctuations on cash and cash equivalents
|
471
|
(54)
|
(357)
|
(55)
|
259
|
(400)
|
Increase (decrease)
in cash and cash equivalents
|
(6,533)
|
9,182
|
6,723
|
18,653
|
7,627
|
7,532
|
Cash and cash
equivalents at the beginning of the period
|
57,765
|
46,353
|
44,509
|
36,882
|
36,882
|
49,861
|
Cash and cash
equivalents at the end of the period
|
51,232
|
55,535
|
51,232
|
55,535
|
44,509
|
57,393
|
|
* Convenience
translation into US$ (exchange rate as at June 30, 2020: EUR 1 =
US$ 1.120)
|
Ellomay Capital Ltd.
and its Subsidiaries
|
Reconciliation of
Profit (Loss) to EBITDA (in thousands)
|
|
|
For the three
months
ended June 30,
|
For the six
months
ended June 30,
|
For the year
ended December 31,
|
For the six
months
ended June 30,
|
|
2020
|
2019
|
2020
|
2019
|
2019
|
2020
|
|
Unaudited
|
|
€ in
thousands
|
Convenience
Translation
into US$*
|
Net profit (loss) for
the period
|
(2,694)
|
(3,429)
|
(4,269)
|
(4,398)
|
9,784
|
(4,782)
|
Financing expenses,
net
|
782
|
1,463
|
1,110
|
3,127
|
8,153
|
1,243
|
Taxes on
income
|
(18)
|
325
|
88
|
514
|
(287)
|
99
|
Depreciation
|
808
|
1,465
|
1,447
|
3,043
|
6,416
|
1,621
|
EBITDA
|
(1,122)
|
(176)
|
(1,624)
|
2,286
|
24,066
|
(1,819)
|
|
* Convenience
translation into US$ (exchange rate as at June 30, 2020: EUR 1 =
US$ 1.120)
|
Information for the Company's Debenture Holders
Pursuant to the Deeds of Trust governing the Company's Series 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 submitted to the Securities and Exchange Commission on
April 7, 2020.
Net Financial Debt
As of June 30, 2020, the Company
did not have a Net Financial Debt, as the calculation of Net
Financial Debt (as such term is defined in the Deeds of Trust of
the Company's Debentures), resulted in a negative amount (i.e., an
excess of assets over liabilities) of approximately €(15.4) million
(consisting of approximately €174.2 million of short-term and
long-term debt from banks and other interest bearing financial
obligations and approximately €44.7 million in connection with the
Series B Debentures issuance (in March
2017) and the Series C Debentures issuance (in July 2019), net of approximately €59.9 million of
cash and cash equivalents, short-term deposits and marketable
securities and net of approximately €174.4* million of project
finance and related hedging transactions of the Company's
subsidiaries).
_____________________________
* The project finance amount deducted from the calculation of
Net Financial Debt includes project finance obtained from various
sources, including financing entities and the minority shareholders
in project companies held by the Company (provided in the form of
shareholders' loans to the project companies). The minority
shareholders' loans were not included in the project finance amount
in previous calculations due to an oversight, despite such loans'
terms and characteristics as "financing of projects" as set forth
in the definition of Net Financial Debt in the Deeds of Trust
governing the Debentures. The Company updated its calculations of
Net Financial Debt and of the financial covenants based on Net
Financial Debt for the recent four quarters, amending the
oversight, and provided them to the Trustee of the Debentures.
Based on the updated calculations, the calculation of Net Financial
Debt of the Company as of June 30,
2019, September 30, 2019,
December 31, 2019 and March 31, 2020 resulted in the following: €(6.3)
million, €(4.3) million, €18.2 million and €(17.3) million,
respectively. The updated financing of projects amount for such
periods is €136.2 million, €136.5 million, €101 million and €139.5
million, respectively. The change in calculation did not affect the
Company's fulfillment of the financial covenants as of such
dates. The change in calculation also did not affect the
Company's fulfillment of the financial covenants as of June 30, 2020, as the Net Financial Debt
excluding the minority shareholders' loans as of June 30, 2020 was €33.7 million
(based on a financing of projects amount of
€125.3 million).
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, 2020. 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, 2020 was
31.1%.
Unaudited Internal
Pro Forma Statement of Financial Position
|
|
|
|
June
30,
|
|
|
2020
|
|
|
Unaudited
|
|
|
Pro
Forma
€ in
thousands
|
Assets
|
|
|
Current
assets
|
|
|
Cash and cash
equivalents
|
|
51,232
|
Marketable
securities
|
|
2,226
|
Short term
deposits
|
|
6,439
|
Receivable from
concession project
|
|
1,486
|
Trade and other
receivables
|
|
4,790
|
|
|
66,173
|
Non-current
assets
|
|
|
Investment in equity
accounted investee
|
|
32,165
|
Advances on account
of investments
|
|
882
|
Receivable from
concession project
|
|
26,173
|
Fixed
assets
|
|
194,521
|
Intangible
asset
|
|
4,857
|
Restricted cash and
deposits
|
|
10,275
|
Deferred
tax
|
|
5,954
|
Long term
receivables
|
|
5,305
|
Long term
receivables
|
|
209
|
Derivatives
|
|
280,341
|
Total
assets
|
|
346,514
|
|
|
|
Liabilities and
Equity
|
|
|
Current
liabilities
|
|
|
Current maturities of
long term loans
|
|
7,075
|
Debentures
|
|
4,592
|
Trade
payables
|
|
1,730
|
Other
payables
|
|
5,185
|
|
|
18,582
|
Non-current
liabilities
|
|
|
Long-term
loans
|
|
157,617
|
Debentures
|
|
40,087
|
Deferred
tax
|
|
6,963
|
Other long-term
liabilities
|
|
1,289
|
Derivatives
|
|
14,152
|
|
|
220,108
|
Total
liabilities
|
|
238,690
|
|
|
|
Equity
|
|
|
Share
capital
|
|
23,933
|
Share
premium
|
|
75,433
|
Treasury
shares
|
|
(1,736)
|
Transaction reserve
with non-controlling Interests
|
|
6,106
|
Reserves
|
|
(1,454)
|
Accumulated
deficit
|
|
9,850
|
Total equity
attributed to shareholders of the Company
|
|
112,132
|
Non-Controlling
Interest
|
|
(4,308)
|
Total
equity
|
|
107,824
|
Total liabilities
and equity
|
|
346,514
|
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 June 30, 2020, 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 €107.5 million and (ii) the Company did not have a Net
Financial Debt. In the event the Company does not have a Net
Financial Debt the calculation of the two covenants that are based
on Net Financial Debt (i.e., the ratio of the Company's Net
Financial Debt to the Company's CAP, Net (defined as the Company's
consolidated shareholders' equity plus the Net Financial Debt) and
the ratio of the Company's Net Financial Debt to the Company's
Adjusted EBITDA(1)), becomes irrelevant and the Company
is therefore in compliance with such covenants.
______________________________________________
(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 and the Adjusted EBITDA for the four-quarter period ended
June 30, 2020*:
|
For the four
quarter period
ended June 30,
2020
|
|
Unaudited
|
|
€ in
thousands
|
Net profit for the
period
|
9,913
|
Financing expenses,
net
|
6,136
|
Taxes on
income
|
(713)
|
Depreciation
|
4,820
|
Adjustment to
revenues of the Talmei Yosef project due to calculation based on
the
fixed asset model
|
2,889
|
Share-based
payments
|
25
|
Adjusted EBITDA as
defined the Series C Deed of Trust
|
23,070
|
___________________________________
* As noted above, the Company is in compliance with the covenant
with respect to the ratio of Net Financial Debt to Adjusted EBITDA
as the Company does not have a Net Financial Debt as of the end of
the period. Therefore, the Adjusted EBITDA calculation above is
provided for convenience and consistency purposes only.
Contact:
Kalia Weintraub
CFO
Tel: +972 (3) 797-1111
Email: kaliaw@ellomay.com
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content:http://www.prnewswire.com/news-releases/ellomay-capital-reports-results-for-the-three-and-six-months-ended-june-30-2020-301137794.html
SOURCE Ellomay Capital Ltd