Talasol Project reaches financial closing
Revenues up 26% and Gross profit up 37% compared to H1 2018
TEL-AVIV, Israel, Sept. 25, 2019 /PRNewswire/ — Ellomay Capital Ltd. (NYSE American: ELLO) (TASE: ELLO) (“Ellomay” or the “Company”),a renewable energy and power generator and developer of renewable energy and power projects in Europe and Israel,today reported its unaudited financial results for the three and six months ended June 30, 2019.
Ran Fridrich, CEO and a board member of Ellomay commented: “The results for first half of 2019 reflect an increase of approximately 26% in revenues and approximately 37% in gross profit compared to the first half of 2018. These results are in line with the company’s projections. Project development expenses increased by approximately €1 million compared to the corresponding period last year. An approximate change of €2 million in financing expenses resulted from currency fluctuations (devaluation of the euro against the NIS during this period resulting in expenses in the amount of approximately €1.3 million, compared to a revaluation during the corresponding period last year resulting in income of approximately €0.7 million). Total equity increased from approximately €77 million to approximately €82.6 million, mainly as a result of the premium in connection with the sale of 49% of Talasol’s shares. The company generated positive operating cash flow from of approximately €1.1 million. The company continues to intensively develop projects of significant size in the solar energy sector in Italy and Spain, and is vigorously working to promote the Menara cliff project.
Construction of the Talasol project (300 MWh in Spain) is advancing as planned. Most of the infrastructure work has been completed and the installation of the facilities is expected to begin shortly. Works to construct the high voltage line (22 kilometers long) have also begun. The Talasol project is expected to be operational in Q4 2020.
The works to construct a drying silo facility in the Netherlands’ biogas plant are expected to end shortly and commencing the fourth quarter of 2019 the plants are expected to produce in full capacity. In parallel, we are advancing the issuance of permits that are expected to enable doubling the amount of waste that can be processed at the existing facilities.”
Financial Highlights
- Revenues were approximately €10.3 million for the six months ended June 30, 2019, compared to approximately €8.2 million for the six months ended June 30, 2018. The increase in revenues is mainly a result of the commencement of operations of the Company’s waste-to-energy project in Oude Tonge, the Netherlands in June 2018 and relatively higher levels of radiation in Italy during 2019 compared to 2018.
- Operating expenses were approximately €3.5 million for the six months ended June 30, 2019, compared to approximately €2.6 million for the six months ended June 30, 2018. The increase in operating expenses is mainly attributable to additional operating expenses resulting from the commencement of operations at the Company’s waste-to-energy project in Oude Tonge, the Netherlands. Depreciation expenses were approximately €3 million for the six months ended June 30, 2019, compared to approximately €2.8 million for the six months ended June 30, 2018.
- Project development costs were approximately €2.7 million for the six months ended June 30, 2019, compared to approximately €1.8 million for the six months ended June 30, 2018. The increase in project development costs is mainly attributable to consultancy expenses in connection with the project to construct a 156 MW pumped storage hydro power plant in the Manara Cliff, Israel, or the Manara Project.
- General and administrative expenses were approximately €1.9 million for the six months ended June 30, 2019, compared to approximately €2 million for the six months ended June 30, 2018.
- Company’s share of profits of equity accounted investee, after elimination of intercompany transactions, was approximately €0.03 million for the six months ended June 30, 2019, compared to approximately €0.5 million in the six months ended June 30, 2018. The decrease in the Company’s share of profit of equity accounted investee is mainly attributable to higher financial expenses incurred by Dorad Energy Ltd., in which the Company indirectly holds 9.375%, as a result of the CPI indexation of loans from banks and related parties.
- Financing expenses, net was approximately €3.1 million for the six months ended June 30, 2019, compared to approximately €0.9 million for the six months ended June 30, 2018. The increase in financing expenses was mainly due to expenses in connection with exchange rate differences amounting to approximately €1.3 million in the six months ended June 30, 2019, mainly in connection with our NIS denominated Debentures and the loan to an equity accounted investee, caused by the 5.4% devaluation of the euro against the NIS during this period, compared to income in connection with exchange rate differences amounting to approximately €0.7 million in the six months ended June 30, 2018, mainly in connection with our NIS denominated Debentures and the loan to an equity accounted investee, caused by the 2.5% revaluation of the euro against the NIS during this period.
- Taxes on income was approximately €0.5 million for the six months ended June 30, 2019, compared to a tax benefit of approximately €0.2 million for the six months ended June 30, 2018. The tax benefit for the six months ended June 30, 2018 resulted mainly from deferred tax income included in connection with the application of a tax incentive in the Netherlands claimable upon filing the relevant tax return by reducing the amount of taxable profit.
- Net loss was approximately €4.4 million for the six months ended June 30, 2019, compared to approximately €1.1 million for the six months ended June 30, 2018.
- Total other comprehensive loss was approximately €0.5 million for the six months ended June 30, 2019, compared to a profit of approximately €1 million for the six months ended June 30, 2018. The change was mainly due to changes in fair value of cash flow hedges and from foreign currency translation differences on New Israeli Shekel denominated operations, as a result of fluctuations in the euro/NIS exchange rates.
- Total comprehensive loss was approximately €4.9 million for the six months ended June 30, 2019, compared to approximately €2.2 million for the six months ended June 30, 2018.
- EBITDA was approximately €2.3 million for the six months ended June 30, 2019, compared to approximately €2.4 million for the six months ended June 30, 2018.
- Net cash from operating activities was approximately €1.1 million for the six months ended June 30, 2019, compared to approximately €2.3 million for the six months ended June 30, 2018. The decrease in net cash from operating activities is mainly due to a higher interest payment received during 2018 on a loan to an equity accounted investee.
- On April 30, 2019, the Talasol Project reached financial closing and the Company consummated the sale of 49% of the outstanding shares of Talasol for an aggregate purchase price of approximately €16.1 million. The purchase price represents 49% of our interests in Talasol (approximately €9.8 million) plus a premium of approximately €6.3 million. Such premium, net of approximately €0.7 million associated expenses, was recognized in Equity, as the sale transaction did not result in loss of control.
- As of September 1, 2019, the Company held approximately €75.1 million in cash and cash equivalents, approximately €2.2 million in marketable securities and approximately €11.1 million in restricted short-term and long-term cash and marketable securities.
Use of NON-IFRS Financial Measures
EBITDA is a non-IFRS measure and is defined as earnings before financial expenses, net, taxes, depreciation and amortization. The Company presents this measure in order to enhance the understanding of the Company’s historical financial performance and to enable comparability between periods. While the Company considers EBITDA to be an important measure of comparative operating performance, EBITDA should not be considered in isolation or as a substitute for net income or other statement of operations or cash flow data prepared in accordance with IFRS as a measure of profitability or liquidity. EBITDA does not take into account the Company’s commitments, including capital expenditures, and restricted cash and, accordingly, is not necessarily indicative of amounts that may be available for discretionary uses. Not all companies calculate EBITDA in the same manner, and the measure as presented may not be comparable to similarly-titled measures presented by other companies. The Company’s EBITDA may not be indicative of the historic operating results of the Company; nor is it meant to be predictive of potential future results. A reconciliation between results on an IFRS and non-IFRS basis is provided in the last table of this press release.
About Ellomay Capital Ltd.
Ellomay is an Israeli based company whose shares are registered with the NYSE American and with the Tel Aviv Stock Exchange under the trading symbol “ELLO”. Since 2009, Ellomay Capital focuses its business in the renewable energy and power sectors in Europe and Israel.
To date, Ellomay has evaluated numerous opportunities and invested significant funds in the renewable, clean energy and natural resources industries in Israel, Italy and Spain, including:
- Approximately 22.6MW of photovoltaic power plants in Italy, approximately 7.9MW of photovoltaic power plants in Spain and a photovoltaic power plant of approximately 9 MW in Israel;
- 9.375% indirect interest in Dorad Energy Ltd., which owns and operates one of Israel’s largest private power plants with production capacity of approximately 850MW, representing about 6%-8% of Israel’s total current electricity consumption;
- 75% of Chashgal Elyon Ltd., Agira Sheuva Electra, L.P. and Ellomay Pumped Storage (2014) Ltd., all of which are involved in a project to construct a 156 MW pumped storage hydro power plant in the Manara Cliff, Israel;
- 100% of Groen Gas Goor B.V. and of Groen Gas Oude-Tonge B.V., project companies developing anaerobic digestion plants with a green gas production capacity of approximately 375 Nm3/h, in Goor, the Netherlands and 475 Nm3/h, in Oude Tonge, the Netherlands, respectively;
- 51% of Talasol, which is involved in a project to construct a photovoltaic plant with a peak capacity of 300MW in the municipality of Talaván, Cáceres, Spain.
Ellomay Capital is controlled by Mr. Shlomo Nehama, Mr. Hemi Raphael and Mr. Ran Fridrich. Mr. Nehama is one of Israel’s prominent businessmen and the former Chairman of Israel’s leading bank, Bank Hapohalim, and Messrs. Raphael and Fridrich both have vast experience in financial and industrial businesses. These controlling shareholders, along with Ellomay’s dedicated professional management, accumulated extensive experience in recognizing suitable business opportunities worldwide. Ellomay believes the expertise of Ellomay’s controlling shareholders and management enables the Company to access the capital markets, as well as assemble global institutional investors and other potential partners. As a result, we believe Ellomay is capable of considering significant and complex transactions, beyond its immediate financial resources.
For more information about Ellomay, visit https://ellomay.com.
Information Relating to Forward-Looking Statements
This press release contains forward-looking statements that involve substantial risks and uncertainties, including statements that are based on the current expectations and assumptions of the Company’s management. All statements, other than statements of historical facts, included in this press release regarding the Company’s plans and objectives, expectations and assumptions of management are forward-looking statements. The use of certain words, including the words “estimate,” “project,” “intend,” “expect,” “believe” and similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company may not actually achieve the plans, intentions or expectations disclosed in the forward-looking statements and you should not place undue reliance on the Company’s forward-looking statements. Various important factors could cause actual results or events to differ materially from those that may be expressed or implied by the Company’s forward-looking statements, including weather conditions, regulatory changes, changes in the supply and prices of resources required for the operation of the Company’s facilities (such as waste and natural gas), changes in demand and technical and other disruptions in the operations or construction of the power plants owned by the Company. These and other risks and uncertainties associated with the Company’s business are described in greater detail in the filings the Company makes from time to time with Securities and Exchange Commission, including its Annual Report on Form 20-F. The forward-looking statements are made as of this date and the Company does not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
| Ellomay Capital Ltd. and its Subsidiaries | |||
| Condensed Consolidated Statements of Financial Position | |||
| December 31, 2018 | June 30,2019 | June 30,2019 | |
| Audited | Unaudited | Unaudited | |
| € in thousands | Convenience Translation into US$ in thousands | ||
| Assets | |||
| Current assets | |||
| Cash and cash equivalents | 36,882 | 55,535 | 63,253 |
| Marketable securities | 2,132 | 2,204 | 2,510 |
| Restricted cash and marketable securities | 4,653 | 1,315 | 1,498 |
| Receivable from concession project | 1,292 | 1,390 | 1,583 |
| Financial assets | 1,282 | 1,354 | 1,542 |
| Trade and other receivables | 12,623 | 11,407 | 12,992 |
| 58,864 | 73,205 | 83,378 | |
| Non-current assets | |||
| Investment in equity accounted investee | 27,746 | 29,158 | 33,210 |
| Advances on account of investments | 798 | 843 | 960 |
| Receivable from concession project | 25,710 | 26,510 | 30,194 |
| Fixed assets | 87,220 | 128,766 | 146,662 |
| Right-of-use asset | – | 4,134 | 4,709 |
| Intangible asset | 4,882 | 4,987 | 5,680 |
| Restricted cash and deposits | 2,062 | 10,917 | 12,434 |
| Deferred tax | 2,423 | 2,903 | 3,306 |
| Long term receivables | 1,455 | 6,658 | 7,583 |
| 152,296 | 214,876 | 244,738 | |
| Total assets | 211,160 | 288,081 | 328,116 |
| Liabilities and Equity | |||
| Current liabilities | |||
| Current maturities of long term loans | 5,864 | 6,932 | 7,895 |
| Debentures | 8,758 | 9,266 | 10,554 |
| Trade payables | 2,126 | 3,191 | 3,632 |
| Other payables | 3,103 | 2,985 | 3,400 |
| 19,851 | 22,374 | 25,481 | |
| Non-current liabilities | |||
| Lease liability | – | 3,940 | 4,488 |
| Long-term loans | 60,228 | 120,818 | 137,609 |
| Debentures | 42,585 | 40,542 | 46,176 |
| Deferred tax | 6,219 | 6,485 | 7,386 |
| Other long-term liabilities | 5,320 | 11,318 | 12,891 |
| 114,352 | 183,103 | 208,550 | |
| Total liabilities | 134,203 | 205,477 | 234,031 |
| Equity | |||
| Share capital | 19,980 | 19,988 | 22,766 |
| Share premium | 58,344 | 58,358 | 66,469 |
| Treasury shares | (1,736) | (1,736) | (1,977) |
| Transaction reserve with non-controlling Interests | – | 5,614 | 6,394 |
| Reserves | 1,169 | 1,156 | 1,317 |
| Accumulated deficit | 758 | (1,993) | (2,270) |
| Total equity attributed to shareholders of the Company | 78,515 | 81,387 | 92,699 |
| Non-Controlling Interest | (1,558) | 1,217 | 1,386 |
| Total equity | 76,957 | 82,604 | 94,085 |
| Total liabilities and equity | 211,160 | 288,081 | 328,116 |
| * Convenience translation into US$ (exchange rate as at June 30, 2019: euro 1 = US$ 1.139) |
| Ellomay Capital Ltd. and its Subsidiaries | ||||||
| Condensed Consolidated Statements of Comprehensive Income (in thousands, except per share data) | ||||||
| For the year ended December 31, | For the three months ended June 30, | For the six months ended June 30 | For the six months ended June 30, | |||
| 2018 | 2018 | 2019 | 2018 | 2019 | 2019 | |
| Audited | Unaudited | Unaudited | Unaudited | |||
| € in thousands | € in thousands | € in thousands | Convenience Translation into US$* | |||
| Revenues | 18,117 | 5,119 | 5,570 | 8,151 | 10,303 | 11,735 |
| Operating expenses | (6,342) | (1,710) | (1,791) | (2,610) | (3,455) | (3,935) |
| Depreciation expenses | (5,816) | (1,409) | (1,465) | (2,767) | (3,043) | (3,466) |
| Gross profit | 5,959 | 2,000 | 2,314 | 2,774 | 3,805 | 4,334 |
| Project development costs | (2,878) | (975) | (1,840) | (1,771) | (2,714) | (3,091) |
| General and administrative expenses | (3,600) | (792) | (982) | (1,977) | (1,879) | (2,140) |
| Share of profits of equity accounted investee | 2,545 | (662) | (1,133) | 501 | 31 | 35 |
| Other income, net | 884 | 69 | – | 73 | – | – |
| Operating profit (loss) | 2,910 | (360) | (1,641) | (400) | (757) | (862) |
| Financing income | 2,936 | 475 | 480 | 1,588 | 870 | 991 |
| Financing expenses in connection with derivatives and other assets, net | 494 | 737 | 29 | 285 | 460 | 524 |
| Financing expenses | (5,521) | (1,769) | (1,972) | (2,789) | (4,457) | (5,076) |
| Financing expenses, net | (2,091) | (557) | (1,463) | (916) | (3,127) | (3,561) |
| Profit (loss) before taxes on income | 819 | (917) | (3,104) | (1,316) | (3,884) | (4,423) |
| Tax benefit (taxes on income) | (215) | 193 | (325) | 182 | (514) | (585) |
| Profit (loss) for the period | 604 | (724) | (3,429) | (1,134) | (4,398) | (5,008) |
| Profit (loss) attributable to: | ||||||
| Owners of the Company | 1,057 | (642) | (2,040) | (898) | (2,751) | (3,132) |
| Non-controlling interests | (453) | (82) | (1,389) | (236) | (1,647) | (1,876) |
| Profit (loss) for the period | 604 | (724) | (3,429) | (1,134) | (4,398) | (5,008) |
| Other comprehensive income (loss) items that after | ||||||
| initial recognition in comprehensive income (loss) | ||||||
| were or will be transferred to profit or loss: | ||||||
| Foreign currency translation differences for foreign operations | (787) | 499 | (250) | (799) | 982 | 1,119 |
| Effective portion of change in fair value of cash flow hedges | (1,008) | 202 | (718) | (724) | (368) | (419) |
| Net change in fair value of cash flow hedges transferred to profit or loss | 643 | (277) | (94) | 478 | (1,104) | (1,257) |
| Total other comprehensive income (loss) | (1,152) | 424 | (1,062) | (1,045) | (490) | (557) |
| Total comprehensive loss for the period | (548) | (300) | (4,491) | (2,179) | (4,888) | (5,565) |
| Basic net earnings (loss) per share | 0.10 | (0.06) | (0.19) | (0.08) | (0.26) | (0.29) |
| Diluted net earnings (loss) per share | 0.10 | (0.06) | (0.19) | (0.08) | (0.26) | (0.29) |
| * Convenience translation into US$ (exchange rate as at June 30, 2019: euro 1 = US$ 1.139) |
| Ellomay Capital Ltd. and its Subsidiaries | ||||||||||
| Condensed Consolidated Statements of Changes in Equity (in thousands) | ||||||||||
| Attributable to shareholders of the Company | Non-controlling Interests | Total Equity | ||||||||
| Share capital | Share Premium | Retained earnings (accumulated deficit) | Treasury shares | Translation reserve from foreign operations | Hedging Reserve | Transaction reserve with non-controlling interests | Total | |||
| € in thousands | ||||||||||
| For the six month ended June 30, 2019: | ||||||||||
| Balance as at January 1, 2019 | 19,980 | 58,344 | 758 | (1,736) | 1,396 | (227) | – | 78,515 | (1,558) | 76,957 |
| Loss for the period | – | – | (2,751) | – | – | – | – | (2,751) | (1,647) | (4,398) |
| Other comprehensive loss for the period | – | – | – | – | 1,459 | (1,472) | – | (13) | (477) | (490) |
| Total comprehensive loss for the period | – | – | (2,751) | – | 1,459 | (1,472) | – | (2,764) | (2,124) | (4,888) |
| Transactions with owners of the | ||||||||||
| Company, recognized directly in equity: | ||||||||||
| Sale of shares in subsidiaries to | ||||||||||
| non-controlling interests | – | – | – | – | – | – | 5,614 | 5,614 | 4,899 | 10,513 |
| Options exercise | 8 | 11 | – | – | – | – | – | 19 | – | 19 |
| Share-based payments | – | 3 | – | – | – | – | – | 3 | – | 3 |
| Balance as at June 30, 2019 | 19,988 | 58,358 | (1,993) | (1,736) | 2,855 | (1,699) | 5,614 | 81,387 | 1,217 | 82,604 |
| Attributable to shareholders of the Company | Non- controlling Interests | Total Equity | ||||||||
| Share capital | Share Premium | Retained earnings (accumulated deficit) | Treasury Shares | Translation reserve from foreign operations | Hedging Reserve | Transaction reserve with non-controlling Interests | Total | |||
| US$ in thousands* | ||||||||||
| For the six month ended June 30, 2019: | ||||||||||
| Balance as at January 1, 2019 | 22,757 | 66,453 | 862 | (1,977) | 1,590 | (259) | – | 89,426 | (1,775) | 87,651 |
| Loss for the period | – | – | (3,132) | – | – | – | – | (3,132) | (1,876) | (5,008) |
| Other comprehensive loss for the period | – | – | – | – | 1,662 | (1,676) | – | (14) | (543) | (557) |
| Total comprehensive loss for the period | – | – | (3,132) | – | 1,662 | (1,676) | – | (3,146) | (2,419) | (5,565) |
| Transactions with owners of the | ||||||||||
| Company, recognized directly in equity: | ||||||||||
| Sale of shares in subsidiaries to | ||||||||||
| non-controlling interests | – | – | – | – | – | – | 6,394 | 6,394 | 5,580 | 11,974 |
| Options exercise | 9 | 13 | – | – | – | – | – | 22 | – | 22 |
| Share-based payments | – | 3 | – | – | – | – | – | 3 | – | 3 |
| Balance as at June 30, 2019 | 22,766 | 66,469 | (2,270) | (1,977) | 3,252 | (1,935) | 6,394 | 92,699 | 1,386 | 94,085 |
| * Convenience translation into US$ (exchange rate as at June 30, 2019: euro 1 = US$ 1.139) |
| Ellomay Capital Ltd. and its Subsidiaries | ||||||||||
| Condensed Consolidated Statements of Changes in Equity (in thousands) | ||||||||||
| Attributable to shareholders of the Company | Non-controlling Interests | Total Equity | ||||||||
| Share capital | Share Premium | Retained earnings (accumulated deficit) | Treasury shares | Translation reserve from foreign operations | Hedging Reserve | Transaction reserve with non-controlling interests | Total | |||
| € in thousands | ||||||||||
| For the three month ended June 30, 2019: | ||||||||||
| Balance as at March 31, 2019 | 19,988 | 58,356 | 47 | (1,736) | 2,710 | (887) | – | 78,478 | (1,898) | 76,580 |
| Loss for the period | – | – | (2,040) | – | – | – | – | (2,040) | (1,389) | (3,429) |
| Other comprehensive loss for the period | – | – | – | – | 145 | (812) | – | (667) | (395) | (1,062) |
| Total comprehensive loss for the period | – | – | (2,040) | – | 145 | (812) | – | (2,707) | (1,784) | (4,491) |
| Transactions with owners of the | ||||||||||
| Company, recognized directly in equity: | ||||||||||
| Sale of shares in subsidiaries to | ||||||||||
| non-controlling interests | – | – | – | – | – | – | 5,614 | 5,614 | 4,899 | 10,513 |
| Options exercise | – | – | – | – | – | – | – | – | – | – |
| Share-based payments | – | 2 | – | – | – | – | – | 2 | – | 2 |
| Balance as at June 30, 2019 | 19,988 | 58,358 | (1,993) | (1,736) | 2,855 | (1,699) | 5,614 | 81,387 | 1,217 | 82,604 |
| Ellomay Capital Ltd. and its Subsidiaries | |||||||||
| Condensed Consolidated Interim Statements of Changes in Equity (in thousands) (cont’d) | |||||||||
| Attributable to shareholders of the Company | Non-controlling Interests | Total Equity | |||||||
| Share capital | Share premium | Retained earnings (accumulated deficit) | Treasury shares | Translation reserve from foreign operations | Hedging Reserve | Total | |||
| € in thousands | |||||||||
| For the year ended December 31, 2018: | |||||||||
| Balance as at January 1, 2018 | 19,980 | 58,339 | (299) | (1,736) | 2,219 | 138 | 78,641 | (1,141) | 77,500 |
| Profit for the year | – | – | 1,057 | – | – | – | 1,057 | (453) | 604 |
| Other comprehensive income (loss) for the year | – | – | – | – | (823) | (365) | (1,188) | 36 | (1,152) |
| Total comprehensive income (loss) for the year | – | – | 1,057 | – | (823) | (365) | (131) | (417) | (548) |
| Transactions with owners of the | |||||||||
| Company, recognized directly in equity: | |||||||||
| Share-based payments | – | 5 | – | – | – | – | 5 | – | 5 |
| Balance as at December 31, 2018 | 19,980 | 58,344 | 758 | (1,736) | 1,396 | (227) | 78,515 | (1,558) | 76,957 |
| Ellomay Capital Ltd. and its Subsidiaries | |||||||||
| Condensed Consolidated Interim Statements of Changes in Equity (in thousands) (cont’d) | |||||||||
| Attributable to shareholders of the Company | Non-controlling Interests | Total Equity | |||||||
| Share capital | Share Premium | Retained earnings (accumulated deficit) | Treasury shares | Translation reserve from foreign operations | Hedging Reserve | Total | |||
| € in thousands | |||||||||
| For the six month ended June 30, 2018: | |||||||||
| Balance as at January 1, 2018 | 19,980 | 58,339 | (299) | (1,736) | 2,219 | 138 | 78,641 | (1,141) | 77,500 |
| Loss for the period | – | – | (898) | – | – | – | (898) | (236) | (1,134) |
| Other comprehensive loss for the period | – | – | – | – | (822) | (246) | (1,068) | 23 | (1,045) |
| Total comprehensive loss for the period | – | – | (898) | – | (822) | (246) | (1,966) | (213) | (2,179) |
| Transactions with owners of the Company, | |||||||||
| recognized directly in equity: | |||||||||
| Share-based payments | – | 2 | – | – | – | – | 2 | – | 2 |
| Balance as at June 30, 2018 | 19,980 | 58,341 | (1,197) | (1,736) | 1,397 | (108) | 76,677 | (1,354) | 75,323 |
| Ellomay Capital Ltd. and its Subsidiaries | |||||||||
| Condensed Consolidated Interim Statements of Changes in Equity (in thousands) (cont’d) | |||||||||
| Attributable to shareholders of the Company | Non-controlling Interests | Total Equity | |||||||
| Share capital | Share Premium | Retained earnings (accumulated deficit) | Treasury shares | Translation reserve from foreign operations | Hedging Reserve | Total | |||
| € in thousands | |||||||||
| For the three month ended June 30, 2018: | |||||||||
| Balance as at March 31, 2018 | 19,980 | 58,340 | (555) | (1,736) | 877 | (33) | 76,873 | (1,250) | 75,623 |
| Loss for the period | – | – | (642) | – | – | – | (642) | (83) | (725) |
| Other comprehensive loss for the period | – | – | – | – | 520 | (75) | 445 | (21) | 424 |
| Total comprehensive loss for the period | – | – | (642) | – | 520 | (75) | (197) | (104) | (301) |
| Transactions with owners of the Company, | |||||||||
| recognized directly in equity: | |||||||||
| Share-based payments | – | 1 | – | – | – | – | 1 | – | 1 |
| Balance as at June 30, 2018 | 19,980 | 58,341 | (1,197) | (1,736) | 1,397 | (108) | 76,677 | (1,354) | 75,323 |
| Ellomay Capital Ltd. and its Subsidiaries | ||||||
| Condensed Consolidated Interim Statements of Cash Flow (in thousands) | ||||||
| For the year ended December 31, 2018 | For the three months ended June 30, 2018 | For the three months ended June 30, 2019 | For the six months ended June 30, 2018 | For the six months ended June 30, 2019 | For the six months ended June 30, 2019 | |
| Audited | Unaudited | Unaudited | Unaudited | Unaudited | Unaudited | |
| € in thousands | Convenience Translation into US$* | |||||
| Cash flows from operating activities | ||||||
| Loss for the period | 604 | (725) | (3,429) | (1,134) | (4,398) | (5,008) |
| Adjustments for: | ||||||
| Financing expenses, net | 2,091 | 557 | 1,463 | 916 | 3,127 | 3,561 |
| Depreciation | 5,816 | 1,409 | 1,465 | 2,767 | 3,043 | 3,466 |
| Share-based payment transactions | 5 | 1 | 2 | 2 | 3 | 3 |
| Share of profits of equity accounted investees | (2,545) | 662 | 1,133 | (501) | (31) | (35) |
| Payment of interest on loan from an equity accounted investee | 3,036 | – | 370 | 1,176 | 370 | 421 |
| Change in trade receivables and other receivables | (17) | (525) | (48) | 156 | (1,744) | (1,986) |
| Change in other assets | 37 | (536) | – | 135 | (708) | (806) |
| Change in receivables from concessions project | 1,431 | 372 | 475 | 622 | 646 | 736 |
| Change in accrued severance pay, net | 15 | 17 | 4 | 17 | 8 | 9 |
| Change in trade payables | 633 | (21) | 556 | 328 | 1,065 | 1,212 |
| Change in other payables | (1,565) | 113 | 638 | (310) | 1,054 | 1,202 |
| Taxes on income | 215 | (193) | 325 | (182) | 514 | 585 |
| Income taxes paid | (77) | (15) | – | (16) | – | – |
| Interest received | 1,835 | 493 | 420 | 888 | 835 | 951 |
| Interest paid | (4,924) | (2,215) | (2,450) | (2,597) | (2,655) | (3,024) |
| Net cash provided by operating activities | 6,590 | 606 | 924 | 2,267 | 1,129 | 1,287 |
| Cash flows from investing activities | ||||||
| Acquisition of fixed assets | (3,708) | (1,494) | (37,230) | (2,606) | (44,519) | (50,706) |
| Acquisition of subsidiary, net of cash acquired | (1,000) | – | – | – | (1,000) | (1,139) |
| Repayment of loan from an equity accounted investee | 1,540 | – | – | 490 | – | – |
| Proceeds from marketable securities | 3,316 | – | – | – | – | – |
| Proceed from settlement of derivatives, net | 664 | 208 | – | 223 | 532 | 606 |
| Proceed (investment) in restricted cash, net | (3,107) | 1,525 | (5,306) | 1,604 | (5,219) | (5,944) |
| Repayment (grand) Loan to others | (3,500) | – | 3,500 | – | 3,500 | 3,986 |
| Net cash used in investing activities | (5,795) | 239 | (39,036) | (289) | (46,706) | (53,197) |
| Cash flows from financing activities | ||||||
| Repayment of long-term loans and finance lease obligations | (17,819) | (14,550) | (3,652) | (14,727) | (4,158) | (4,736) |
| Repayment of Debentures | (4,668) | – | (4,532) | – | (4,532) | (5,162) |
| Proceeds from options | – | – | – | – | 19 | 22 |
| Sale of shares in subsidiaries to non-controlling interests | – | 34,461 | 14,062 | – | 14,062 | 16,016 |
| Proceeds from long term loans, net | 34,745 | – | 41,470 | 34,501 | 58,894 | 67,079 |
| Net cash provided by financing activities | 12,258 | 19,911 | 47,348 | 19,774 | 64,285 | 73,219 |
| Effect of exchange rate fluctuations on cash and cash equivalents | (133) | 97 | (54) | (104) | (55) | (64) |
| Increase in cash and cash equivalents | 12,920 | 19,641 | 9,182 | 21,648 | 18,653 | 21,245 |
| Cash and cash equivalents at the beginning of the period | 23,962 | 25,969 | – | 23,962 | 36,882 | 42,008 |
| Cash and cash equivalents at the end of the period | 36,882 | 45,610 | 9,182 | 45,610 | 55,535 | 63,253 |
| * Convenience translation into US$ (exchange rate as at June 30, 2019: euro 1 = US$ 1.139) |
| Ellomay Capital Ltd. and its Subsidiaries | ||||||
| Reconciliation of Loss to EBITDA (in thousands) | ||||||
| For the year ended December 31, | For the three months ended June 30, | For the six months ended June 30, | For the six months ended June 30, | |||
| 2018 | 2018 | 2019 | 2018 | 2019 | 2019 | |
| Unaudited | ||||||
| € in thousands | Convenience Translation into US$* | |||||
| Net loss for the period | 604 | (725) | (3,429) | (1,134) | (4,398) | (5,008) |
| Financing expenses, net | 2,091 | 557 | 1,463 | 916 | 3,127 | 3,561 |
| Taxes on income | 215 | (193) | 325 | (182) | 514 | 585 |
| Depreciation | 5,816 | 1,409 | 1,465 | 2,767 | 3,043 | 3,466 |
| EBITDA | 8,726 | 1,048 | (176) | 2,367 | 2,286 | 2,604 |
| *Convenience translation into US$ (exchange rate as at June 30, 2019: euro 1 = US$ 1.139) |
Information for the Company’s Debenture Holders
Pursuant to the Deeds of Trust governing the Company’s Series A, B and C Debentures (together, the “Debentures“), the Company is required to maintain certain financial covenants. For more information, see Item 5.B of the Company’s Annual Report on Form 20-F.
Net Financial Debt
As of June 30, 2019, the Company’s Net Financial Debt (as such term is defined in the Deeds of Trust of the Company’s Debentures) was approximately €44.8 million (consisting of approximately €137.8 million of short-term and long-term debt from banks and other interest bearing financial obligations and approximately €49.8 million in connection with the Series A Debentures issuances (in January and September 2014) and the Series B Debentures issuance (in March 2017), net of approximately €57.7 million of cash and cash equivalents and marketable securities and net of approximately €85.1 million of project finance and related hedging transactions of the Company’s subsidiaries).
Information for the Company’s Series B Debenture Holders
The following is an internal pro forma consolidated statement of financial position of the Company as at June 30, 2019. This information is required under the Series B Deed of Trust in connection with the adoption of IFRS 16 “Leases” by the Company and provides the consolidated statement of financial position of the Company as of the date set forth below after elimination of the effects of adoption of IFRS 16. Based on the pro forma statement of financial position, the ratio of the Company’s equity to balance sheet as of June 30, 2019 was 29.2%, triggering a right of the holders of our Series B Debentures to an increase in the annual interest rate applicable to the Series B Debentures of 0.5% until such time as we publish financial results reflecting an increase in such ratio to a minimum of 30%. As a result, the annual interest rate on the Company’s Series B Debentures will be 4.19%. The Company will provide further information concerning the updated interest rate in a Form 6-K to be furnished to the Securities and Exchange Commission.
| Unaudited Internal Pro Forma Statement of Financial Position | |
| June 30,2019 | |
| Unaudited | |
| Pro Forma € in thousands | |
| Assets | |
| Current assets | |
| Cash and cash equivalents | 55,535 |
| Marketable securities | 2,204 |
| Restricted cash and marketable securities | 1,315 |
| Receivable from concession project | 1,390 |
| Financial assets | 1,354 |
| Trade and other receivables | 11,407 |
| 73,205 | |
| Non-current assets | |
| Investment in equity accounted investee | 29,158 |
| Advances on account of investments | 843 |
| Receivable from concession project | 26,510 |
| Fixed assets | 128,766 |
| Intangible asset | 4,987 |
| Restricted cash and deposits | 10,917 |
| Deferred tax | 1,872 |
| Long term receivables | 6,658 |
| 209,711 | |
| Total assets | 282,916 |
| Liabilities and Equity | |
| Current liabilities | |
| Current maturities of long term loans | 6,932 |
| Debentures | 9,266 |
| Trade payables | 3,191 |
| Other payables | 2,759 |
| 22,147 | |
| Non-current liabilities | |
| Long-term loans | 120,818 |
| Debentures | 40,542 |
| Deferred tax | 5,461 |
| Other long-term liabilities | 11,318 |
| 178,139 | |
| Total liabilities | 200,286 |
| Equity | |
| Share capital | 19,988 |
| Share premium | 58,358 |
| Treasury shares | (1,736) |
| Transaction reserve with non-controlling Interests | 5,614 |
| Reserves | 1,156 |
| Accumulated deficit | (1,967) |
| Total equity attributed to shareholders of the Company | 81,413 |
| Non-Controlling Interest | 1,217 |
| Total equity | 82,630 |
| Total liabilities and equity | 282,916 |
Information for the Company’s Series C Debenture Holders
In July 2019, the Company issued NIS 89,065,000 Series C Debentures in a public offering in Israel. The Deed of Trust governing the Series C Debentures includes an undertaking by the Company to maintain certain financial covenants, whereby a breach of such financial covenants for two consecutive quarters is a cause for immediate repayment. As of June 30, 2019, the Company was in compliance with the financial covenants set forth in the Series C Deed of Trust as follows: (i) the Company’s shareholders’ equity was € 82.6 million, (ii) the ratio of the Company’s Net Financial Debt (as set forth above) to the Company’s CAP, Net (defined as the Company’s consolidated shareholders’ equity plus the Net Financial Debt was 35.2% and (iii) the ratio of the Company’s Net Financial Debt to the Company’s Adjusted EBITDA(1) was 3.8.
_____________________________
(1) The term “Adjusted EBITDA” is defined in the Series C Deed of Trust as earnings before financial expenses, net, taxes, depreciation and amortization, where the revenues from the Company’s operations, such as the Talmei Yosef project, are calculated based on the fixed asset model and not based on the financial asset model (IFRIC 12), and before share-based payments. The Series C Deed of Trust provides that for purposes of the financial covenant, the Adjusted EBITDA will be calculated based on the four preceding quarters, in the aggregate. The Adjusted EBITDA is presented in this press release as part of the Company’s undertakings towards the holders of its Series C Debentures. For a general discussion of the use of non-IFRS measures, such as EBITDA and Adjusted EBITDA see above under “Use of NON-IFRS Financial Measures.”
| The following is a reconciliation between our net profit (loss) and the Adjusted EBITDA for the four- quarter period ended June 30, 2019: | |
| For the four quarter period ended June 30, 2019 | |
| Unaudited | |
| € in thousands | |
| Net loss for the period | (2,660) |
| Financing expenses, net | 4,302 |
| Taxes on income | 911 |
| Depreciation | 6,092 |
| Adjustment to revenues of the Talmei Yosef project due to calculation based on the fixed asset model | 3,043 |
| Share-based payments | 6 |
| Adjusted EBITDA as defined the Series C Deed of Trust | 11,694 |
Contact:
Kalia Weintraub
CFO
Tel: +972 (3) 797-1111
Email: hilai@ellomay.com
View original content:http://www.prnewswire.com/news-releases/ellomay-capital-reports-results-for-the-three-and-six-months-ended-june-30-2019-300925064.html
SOURCE Ellomay Capital Ltd
Released September 25, 2019
