Ellomay Capital Reports Results for the Three and Nine Month

|Dec 31|magazine76 min read

TEL-AVIV, Israel, Dec. 31, 2019 /PRNewswire/ -- Ellomay Capital Ltd. (NYSE American: ELLO) (TASE: ELLO) ("Ellomay" or the "Company"), a renewable energy and power generator and developer of renewable energy and power projects in Europe and Israel, today reported its unaudited financial results for the three and nine months ended September 30, 2019.

Ran Fridrich, CEO and a board member of Ellomay commented: "During the nine month period ended September 30, 2019 the Company operated in accordance with its business plan, while executing an extensive development and investment plan. Project development expenses increased by approximately 32% compared to the same period last year. Equity attributed to shareholders of the Company increased by approximately 26% during the period. The Talasol project (300 MW) in Spain is progressing according to plan and construction of more than 50% was already completed. The project is currently expected to commence commercial operation in Q4 of 2020. In addition, the Company is promoting the development of 550 MW PV in Spain and Italy."

Financial Highlights

  • Revenues were approximately €15.4 million for the nine months ended September 30, 2019, compared to approximately €13.9 million for the nine months ended September 30, 2018. The increase in revenues is mainly a result of the commencement of operations of the Company's waste-to-energy project in Oude Tonge, the Netherlands, in June 2018 and relatively higher levels of radiation in Italy during 2019 compared to 2018.
  • Operating expenses were approximately €5 million for the nine months ended September 30, 2019, compared to approximately €4.6 million for the nine months ended September 30, 2018. The increase in operating expenses is mainly attributable to additional operating expenses resulting from the commencement of operations at the Company's waste-to-energy project in Oude Tonge, the Netherlands. Depreciation expenses were approximately €4.7 million for the nine months ended September 30, 2019, compared to approximately €4.4 million for the nine months ended September 30, 2018.
  • Project development costs were approximately €3.5 million for the nine months ended September 30, 2019, compared to approximately €2.6 million for the nine months ended September 30, 2018. The increase in project development costs is mainly attributable to consultancy expenses in connection with the project to construct a 156 MW pumped storage hydro power plant in the Manara Cliff, Israel.
  • General and administrative expenses were approximately €2.9 million for the nine months ended September 30, 2019, compared to approximately €2.8 million for the nine months ended September 30, 2018.
  • Company's share of profits of equity accounted investee, after elimination of intercompany transactions, was approximately €2.4 million for the nine months ended September 30, 2019, compared to approximately €2.2 million in the nine months ended September 30, 2018.
  • Financing expenses, net was approximately €4.6 million for the nine months ended September 30, 2019, compared to approximately €1.8 million for the nine months ended September 30, 2018. The increase in financing expenses was mainly due to expenses in connection with exchange rate differences amounting to approximately €2.1 million in the nine months ended September 30, 2019, mainly in connection with the Company's NIS denominated Debentures, the loan to an equity accounted investee and cash and cash equivalents, caused by the 11.3% devaluation of the euro against the NIS during this period, compared to income in connection with exchange rate differences amounting to approximately €0.5 million in the nine months ended September 30, 2018, caused by the 1.5% revaluation of the euro against the NIS during this period.
  • Taxes on income was approximately €0.9 million for the nine months ended September 30, 2019, compared to taxes on income of approximately €0.1 million for the nine months ended September 30, 2018. The lower taxes on income for the nine months ended September 30, 2018 resulted mainly from deferred tax income included in connection with the application of a tax incentive in the Netherlands claimable upon filing the relevant tax return by reducing the amount of taxable profit.
  • Net loss was approximately €3.8 million for the nine months ended September 30, 2019, compared to approximately €0.1 million for the nine months ended September 30, 2018.
  • Total other comprehensive income was approximately €13.8 million for the nine months ended September 30, 2019, compared to a loss of approximately €0.8 million for the nine months ended September 30, 2018. The change was mainly due to changes in fair value of cash flow hedges and from foreign currency translation differences on New Israeli Shekel denominated operations, as a result of fluctuations in the euro/NIS exchange rates.
  • Total comprehensive income was approximately €10 million for the nine months ended September 30, 2019, compared to a loss of approximately €0.9 million for the nine months ended September 30, 2018.
  • EBITDA was approximately €6.4 million for the nine months ended September 30, 2019, compared to approximately €6.2 million for the nine months ended September 30, 2018.
  • Net cash from operating activities was approximately €4.3 million for the nine months ended September 30, 2019, compared to approximately €4.6 million for the nine months ended September 30, 2018.
  • On July 17, 2019, the Company issued 800,000 ordinary shares to several Israeli classified investors in a private placement. The price per share in the Private Placement was set at NIS 39.20 (approximately $11) and the gross proceeds to the Company were approximately NIS 31.3 million (approximately €7.8 million).
  • On July 25, 2019, the Company issued NIS 89,065,000 (approximately €22.7 million) Series C Debentures in a public offering in Israel at a fixed annual interest rate of 3.3%. The net proceeds of the offering, net of related expenses such as consultancy fee and commissions were approximately NIS 87.8 million (approximately €22.3 million).
  • During July 2019, the Company completed the purchase of 49% of the companies that own the anaerobic digestion plans in Goor and Oude-Tonge, both in the Netherlands from Ludan and several entities affiliated with Ludan for an acquisition price of approximately €3 million.
  • On December 16, 2019, the Company announced its intention to redeem the entire outstanding principal of the Company's Series A Debentures. The redemption is scheduled for January 5, 2020. Pursuant to the terms of the deed of trust governing the Series A Debentures, the early redemption amount will be the sum of approximately NIS 80.1 million (approximately €20.7 million) in principal, the sum of approximately NIS 0.05 million (approximately €0.01 million) in accrued interest and a prepayment charge of approximately NIS 5.7 million (approximately €1.5 million), amounting to an aggregate redemption amount of approximately NIS 85.9 million (approximately €22.2 million, based on the exchange rate as of December 30, 2019).
  • On December 23, 2019, the Company reported the sale of ten Italian indirect wholly-owned subsidiaries (the "Italian Subsidiaries"), which own twelve photovoltaic plants with an aggregate nominal capacity of approximately 22.6 MW. The agreed purchase price was €41 million for the cutoff date of December 31, 2018 and adjusted in connection with funds received by the Company from the Italian Subsidiaries during 2019 (approximately €2.3 million), resulting in a cash purchase price of approximately €38.7 million. Based on the information currently available, the Company estimates that it will record a profit of approximately €19 million in connection with the sale of the Italian Subsidiaries in its financial results for the fourth quarter of 2019. The profit currently expected to be recorded is an unaudited and unreviewed estimate and the actual results may be different from this estimation. The financial results of the Company included in this release do not reflect the sale of the Italian Subsidiaries and therefore are not indicative of future results of the Company.
  • As of December 1, 2019, the Company held approximately €59.1 million in cash and cash equivalents, approximately €6.5 million in Short-term deposits, approximately €2.3 million in marketable securities and approximately €11.2 million in restricted short-term and long-term cash and marketable securities.

Use of NON-IFRS Financial Measures

EBITDA is a non-IFRS measure and is defined as earnings before financial expenses, net, taxes, depreciation and amortization. The Company presents this measure in order to enhance the understanding of the Company's historical financial performance and to enable comparability between periods. While the Company considers EBITDA to be an important measure of comparative operating performance, EBITDA should not be considered in isolation or as a substitute for net income or other statement of operations or cash flow data prepared in accordance with IFRS as a measure of profitability or liquidity. EBITDA does not take into account the Company's commitments, including capital expenditures, and restricted cash and, accordingly, is not necessarily indicative of amounts that may be available for discretionary uses. Not all companies calculate EBITDA in the same manner, and the measure as presented may not be comparable to similarly-titled measures presented by other companies. The Company's EBITDA may not be indicative of the historic operating results of the Company; nor is it meant to be predictive of potential future results. A reconciliation between results on an IFRS and non-IFRS basis is provided in the last table of this press release.

About Ellomay Capital Ltd.

Ellomay is an Israeli based company whose shares are registered with the NYSE American and with the Tel Aviv Stock Exchange under the trading symbol "ELLO". Since 2009, Ellomay Capital focuses its business in the renewable energy and power sectors in Europe and Israel.

To date, Ellomay has evaluated numerous opportunities and invested significant funds in the renewable, clean energy and natural resources industries in Israel, Italy and Spain, including:

  • Approximately 7.9MW of photovoltaic power plants in Spain and a photovoltaic power plant of approximately 9 MW in Israel;
  • 9.375% indirect interest in Dorad Energy Ltd., which owns and operates one of Israel's largest private power plants with production capacity of approximately 850MW, representing about 6%-8% of Israel's total current electricity consumption;
  • 51% of Talasol, which is involved in a project to construct a photovoltaic plant with a peak capacity of 300MW in the municipality of Talaván, Cáceres, Spain;
  • 100% of Groen Gas Goor B.V. and of Groen Gas Oude-Tonge B.V., project companies developing anaerobic digestion plants with a green gas production capacity of approximately 375 Nm3/h, in Goor, the Netherlands and 475 Nm3/h, in Oude Tonge, the Netherlands, respectively;
  • 75% of Chashgal Elyon Ltd., Agira Sheuva Electra, L.P. and Ellomay Pumped Storage (2014) Ltd., all of which are involved in a project to construct a 156 MW pumped storage hydro power plant in the Manara Cliff, Israel.

Ellomay Capital is controlled by Mr. Shlomo Nehama, Mr. Hemi Raphael and Mr. Ran Fridrich. Mr. Nehama is one of Israel's prominent businessmen and the former Chairman of Israel's leading bank, Bank Hapohalim, and Messrs. Raphael and Fridrich both have vast experience in financial and industrial businesses. These controlling shareholders, along with Ellomay's dedicated professional management, accumulated extensive experience in recognizing suitable business opportunities worldwide. Ellomay believes the expertise of Ellomay's controlling shareholders and management enables the Company to access the capital markets, as well as assemble global institutional investors and other potential partners. As a result, we believe Ellomay is capable of considering significant and complex transactions, beyond its immediate financial resources.

For more information about Ellomay, visit http://www.ellomay.com.

Information Relating to Forward-Looking Statements

This press release contains forward-looking statements that involve substantial risks and uncertainties, including statements that are based on the current expectations and assumptions of the Company's management. All statements, other than statements of historical facts, included in this press release regarding the Company's plans and objectives, expectations and assumptions of management are forward-looking statements.  The use of certain words, including the words "estimate," "project," "intend," "expect," "believe" and similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  The Company may not actually achieve the plans, intentions or expectations disclosed in the forward-looking statements and you should not place undue reliance on the Company's forward-looking statements. Various important factors could cause actual results or events to differ materially from those that may be expressed or implied by the Company's forward-looking statements, including weather conditions, regulatory changes, changes in the supply and prices of resources required for the operation of the Company's facilities (such as waste and natural gas), changes in demand and technical and other disruptions in the operations or construction of the power plants owned by the Company. These and other risks and uncertainties associated with the Company's business are described in greater detail in the filings the Company makes from time to time with Securities and Exchange Commission, including its Annual Report on Form 20-F. The forward-looking statements are made as of this date and the Company does not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact:
Kalia Weintraub
CFO
Tel: +972 (3) 797-1111
Email: [email protected]

Ellomay Capital Ltd. and its Subsidiaries

Condensed Consolidated Statements of Financial Position



December 31,

September 30,

September 30,



2018

2019

2019



Audited

Unaudited

Unaudited



 

€ in thousands

Convenience Translation
into US$ in thousands

Assets





Current assets





Cash and cash equivalents


36,882

70,808

77,376

Marketable securities


2,132

2,303

2,517

Short term deposits


-

6,570

7,179

Restricted cash and marketable securities


4,653

15

16

Receivable from concession project


1,292

1,498

1,637

Financial assets


1,282

1,445

1,579

Trade and other receivables


12,623

10,239

11,189



58,864

92,878

101,493

Non-current assets





Investment in equity accounted investee


27,746

33,391

36,488

Advances on account of investments


798

900

983

Receivable from concession project


25,710

27,891

30,478

Fixed assets


87,220

138,574

151,429

Right-of-use asset


-

4,165

4,551

Intangible asset


4,882

5,231

5,716

Restricted cash and deposits


2,062

11,226

12,267

Deferred tax


2,423

2,477

2,707

Long term receivables


1,455

1,674

1,829

Derivatives


-

23,966

26,189



152,296

249,495

272,637

Total assets


211,160

342,373

374,130






Liabilities and Equity





Current liabilities





Current maturities of long term loans


5,864

7,051

7,705

Debentures


8,758

9,963

10,887

Trade payables


2,126

2,540

2,773

Other payables


3,103

4,610

5,038



19,851

24,164

26,403

Non-current liabilities





Lease liability


-

3,987

4,357

Long-term loans


60,228

118,262

129,232

Debentures


42,585

66,495

72,663

Deferred tax


6,219

10,471

11,442

Other long-term liabilities


228

27

30

Derivatives


5,092

12,437

13,591



114,352

211,679

231,315

Total liabilities


134,203

235,843

257,718






Equity





Share capital


19,980

21,998

24,039

Share premium


58,344

64,155

70,106

Treasury shares


(1,736)

(1,736)

(1,897)

Transaction reserve with non-controlling Interests


-

6,106

6,672

Reserves


1,169

9,569

10,457

Retained earnings (accumulated deficit)


758

(865)

(945)

Total equity attributed to shareholders of the Company


78,515

99,227

108,432

Non-Controlling Interest


(1,558)

7,303

7,980

Total equity


76,957

106,530

116,412

Total liabilities and equity


211,160

342,373

374,130


* Convenience translation into US$ (exchange rate as at September 30, 2019: euro 1 = US$ 1.093)

 

Ellomay Capital Ltd. and its Subsidiaries

Condensed Consolidated Statements of Comprehensive Income (in thousands, except per share data)


For the year ended December 31,

For the three months
ended September 30,

For the nine months
ended September 30

For the nine months
ended  September 30,


2018

2018

2019

2018

2019

2019


Audited

Unaudited

Unaudited

Unaudited


 

in thousands

 

in thousands

 

in thousands

Convenience
Translation into US$*

Revenues

18,117

5,720

5,132

13,871

15,435

16,867

Operating expenses

(6,342)

(1,963)

(1,594)

(4,573)

(5,049)

(5,517)

Depreciation expenses

(5,816)

(1,597)

(1,671)

(4,364)

(4,714)

(5,151)

Gross profit

5,959

2,160

1,867

4,934

5,672

6,199








Project development costs

(2,878)

(851)

(757)

(2,622)

(3,471)

(3,793)

General and administrative expenses

(3,600)

(785)

(979)

(2,762)

(2,858)

(3,123)

Share of profits of equity accounted investee

2,545

1,713

2,351

2,214

2,382

2,603

Other income, net

884

-

-

73

-

-

Operating profit

2,910

2,237

2,482

1,837

1,725

1,886








Financing income

2,936

518

572

1,857

1,442

1,576

Financing income (expenses) in connection with derivatives and other assets, net

494

31

535

316

995

1,087

Financing expenses

(5,521)

(1,468)

(2,592)

(4,008)

(7,049)

(7,703)

Financing expenses, net

(2,091)

(919)

(1,485)

(1,835)

(4,612)

(5,040)








Profit (loss) before taxes on income

819

1,318

997

2

(2,887)

(3,154)








Taxes on income

(215)

(302)

(399)

(120)

(913)

(998)








Profit (loss) for the period

604

1,016

598

(118)

(3,800)

(4,152)

Profit (loss) attributable to:







Owners of the Company

1,057

1,282

1,128

384

(1,623)

(1,773)

Non-controlling interests

(453)

(266)

(530)

(502)

(2,177)

(2,379)

Profit (loss) for the period

604

1,016

598

(118)

(3,800)

(4,152)

Other comprehensive income (loss) items that after







initial recognition in comprehensive income (loss)







were or will be transferred to profit or loss:







Foreign currency translation differences for foreign operations

(787)

270

8,129

(529)

9,111

9,956








Effective portion of change in fair value of cash flow hedges

(1,008)

192

7,345

(532)

6,977

7,624

Net change in fair value of cash flow hedges transferred to
profit or loss

 

643

 

(183)

 

(1,174)

 

295

 

(2,278)

 

(2,489)

Total other comprehensive income (loss)

(1,152)

 

279

 

14,300

(766)

13,810

15,091

Total comprehensive income (loss) for the period 

(548)

1,295

14,898

(884)

10,010

10,939








Basic net income (loss) per share

0.10

0.12

0.10

0.04

(0.14)

(0.16)

Diluted net income (loss) per share

0.10

0.12

0.10

0.04

(0.14)

(0.16)


* Convenience translation into US$ (exchange rate as at September 30, 2019: euro 1 = US$ 1.093)

 

 

 


Ellomay Capital Ltd. and its Subsidiaries

Condensed Consolidated Statements of Changes in Equity (in thousands)

Attributable to shareholders of the Company

Non-controlling Interests

Total
Equity


Share capital

Share Premium

Retained earnings (accumulated deficit)

Treasury shares

Translation reserve from foreign operations

Hedging Reserve

Transaction reserve with non-controlling Interests

Total





€ in thousands

For the nine months ended September 30,
2019:











Balance as at January 1, 2019

19,980

58,344

758

(1,736)

1,396

(227)

-

78,515

(1,558)

76,957

Loss for the period

-

-

(1,623)

-

-

-

-

(1,623)

(2,177)

(3,800)

Other comprehensive loss for the period

-

-

-

-

3,701

4,699

-

8,400

5,410

13,810

Total comprehensive loss for the period

-

-

(1,623)

-

3,701

4,699

-

6,777

3,233

10,010












Transactions with owners of the











 Company, recognized directly in equity:











Sale of shares in subsidiaries to











non-controlling interests

-

-

-

-

-

-

5,439

5,439

5,374

10,813

Buy of shares in subsidiaries from











non-controlling interests

-

-

-

-

-

-

667

667

254

921

Issuance of ordinary shares

2,010

5,797

-

-

-

-

-

7,807

-

7,807

Options exercise

8

11

-

-

-

-

-

19

-

19

Share-based payments

-

3

-

-

-

-

-

3

-

3












Balance as at September 30, 2019

21,998

64,155

(865)

(1,736)

5,097

4,472

6,106

99,227

7,303

106,530

 

 

Ellomay Capital Ltd. and its Subsidiaries

Condensed Consolidated Interim Statements of Changes in Equity (in thousands) (cont'd)




Attributable to shareholders of the Company

Non-controlling

Interests

Total

Equity


Share

capital

Share

Premium

Retained

earnings

(accumulated

deficit)

Treasury

Shares

Translation

reserve from

Foreign

operations

Hedging

Reserve

Transaction

reserve with

non-controlling

Interests

Total





US$ in thousands*

For the nine months ended September 30, 2019:











Balance as at January 1, 2019

21,834

63,756

828

(1,897)

1,526

(248)

-

85,799

(1,704)

84,095

Loss for the period

-

-

(1,773)

-

-

-

-

(1,773)

(2,379)

(4,152)

Other comprehensive loss for the period

-

-

-

-

4,044

5,135

-

9,179

5,912

15,091

Total comprehensive loss for the period

-

-

(1,773)

-

4,044

5,135

-

7,406

3,533

10,939












Transactions with owners of the











 Company, recognized directly in equity:











Sale of shares in subsidiaries to











non-controlling interests

-

-

-

-

-

-

5,943

5,943

5,873

11,816

Buy of shares in subsidiaries from











non-controlling interests

-

-

-

-

-

-

729

729

278

1,007

Issuance of ordinary shares

2,196

6,335

-

-

-

-

-

8,531

-

8,531

Options exercise

9

12

-

-

-

-

-

21

-

21

Share-based payments

-

3

-

-

-

-

-

3

-

3












Balance as at September 30, 2019

24,039

70,106

(945)

(1,897)

5,570

4,887

6,672

108,432

7,980

116,412


* Convenience translation into US$ (exchange rate as at September 30, 2019: euro 1 = US$ 1.093)

 

 

Ellomay Capital Ltd. and its Subsidiaries


Condensed Consolidated Interim Statements of Changes in Equity (in thousands) (cont'd)











Non-











controlling

Total


Attributable to shareholders of the Company

Interests

Equity




Retained


Translation


Transaction







earnings


reserve from


reserve with





Share

Share

(accumulated

Treasury

foreign

Hedging

non-controlling





capital

Premium

deficit)

shares

operations

Reserve

Interests

Total





€ in thousands

For the three months ended September 30,
2019:











Balance as at June 30, 2019

19,988

58,358

(1,993)

(1,736)

2,855

(1,699)

5,614

81,387

1,217

82,604

Loss for the period

-

-

1,128

-

-

-

-

1,128

(530)

598

Other comprehensive loss for the period

-

-

-

-

2,242

6,171

-

8,413

5,887

14,300

Total comprehensive loss for the period

-

-

1,128

-

2,242

6,171

-

9,541

5,357

14,898












Transactions with owners of the











 Company, recognized directly in equity:











Sale of shares in subsidiaries to











non-controlling interests

-

-

-

-

-

-

(175)

(175)

475

300

Buy of shares in subsidiaries from











non-controlling interests

-

-

-

-

-

-

667

667

254

921

Issuance of ordinary shares

2,010

5,797

-

-

-

-

-

7,807

-

7,807

Options exercise

-

-

-

-

-

-

-

-

-

-

Share-based payments

-

-

-

-

-

-

-

-

-

-












Balance as at September 30, 2019

21,998

64,155

(865)

(1,736)

5,097

4,472

6,106

99,227

7,303

106,530

 

 

Ellomay Capital Ltd. and its Subsidiaries


Condensed Consolidated Interim Statements of Changes in Equity (in thousands) (cont'd)










Non-










controlling

Total



Attributable to shareholders of the Company

Interests

Equity




Retained


Translation








earnings


reserve from






Share

Share

(accumulated

Treasury

foreign

Hedging





capital

Premium

deficit)

shares

operations

Reserve

Total




€ in thousands











For the nine months ended September 30, 2018:










Balance as at January 1, 2018

19,980

58,339

(299)

(1,736)

2,219

138

78,641

(1,141)

77,500

Loss for the period

-

-

384

-

-

-

384

(502)

(118)

Other comprehensive loss for the period

-

-

-

-

(540)

(237)

(777)

11

(766)

Total comprehensive loss for the period

-

-

384

-

(540)

(237)

(393)

(491)

(884)











Transactions with owners of the Company,










 recognized directly in equity:










Share-based payments

-

3

-

-

-

-

3

-

3











Balance as at September 30, 2018

19,980

58,342

85

(1,736)

1,679

(99)

78,251

(1,632)

76,619

 

 

Ellomay Capital Ltd. and its Subsidiaries


Condensed Consolidated Interim Statements of Changes in Equity (in thousands) (cont'd)










Non-










controlling

Total



Attributable to shareholders of the Company

Interests

Equity




Retained


Translation








earnings


reserve from






Share

Share

(accumulated

Treasury

foreign

Hedging





capital

Premium

deficit)

shares

operations

Reserve

Total




€ in thousands











For the three months ended September 30, 2018:










Balance as at June 30, 2018

19,980

58,341

(1,197)

(1,736)

1,397

(108)

76,677

(1,354)

75,323

Loss for the period

-

-

1,282

-

-

-

1,282

(266)

1,016

Other comprehensive loss for the period

-

-

-

-

282

9

291

(12)

279

Total comprehensive loss for the period

-

-

1,282

-

282

9

1,573

(278)

1,295











Transactions with owners of the Company,










 recognized directly in equity:










Share-based payments

-

1

-

-

-

-

1

-

1











Balance as at September 30, 2018

19,980

58,342

85

(1,736)

1,679

(99)

78,251

(1,632)

76,619

 

 

Ellomay Capital Ltd. and its Subsidiaries


Condensed Consolidated Interim Statements of Changes in Equity (in thousands) (cont'd)










Non-










controlling

Total



Attributable to shareholders of the Company

Interests

Equity




Retained


Translation








earnings


reserve from






Share

Share

(accumulated

Treasury

foreign

Hedging





capital

premium

deficit)

shares

operations

Reserve

Total




€ in thousands











For the year ended December 31, 2018:




















Balance as at January 1, 2018

19,980

58,339

(299)

(1,736)

2,219

138

78,641

(1,141)

77,500

Profit for the year

-

-

1,057

-

-

-

1,057

(453)

604

Other comprehensive income (loss) for the year

-

-

-

-

(823)

(365)

(1,188)

36

(1,152)

Total comprehensive income (loss) for the year

-

-

1,057

-

(823)

(365)

(131)

(417)

(548)











Transactions with owners of the










 Company, recognized directly in equity:










Share-based payments

-

5

-

-

-

-

5

-

5











Balance as at December 31, 2018

19,980

58,344

758

(1,736)

1,396

(227)

78,515

(1,558)

76,957

 

 

Ellomay Capital Ltd. and its Subsidiaries


Condensed Consolidated Interim Statements of Cash Flow (in thousands)


For the year ended December 31,

For the three months ended September 30,

For the nine months ended September 30,

For the nine months ended September 30, 2019


2018

2018

2019

2018

2019

2019


Audited

Unaudited

Unaudited

Unaudited


 

in thousands

Convenience Translation
into US$*

Cash flows from operating activities







Profit (loss) for the period

604

1,016

598

(118)

(3,800)

(4,152)

Adjustments for:







Financing expenses, net

2,091

919

1,485

1,835

4,612

5,040

Depreciation

5,816

1,597

1,671

4,364

4,714

5,151

Share-based payment transactions

5

1

-

3

3

3

Share of profits of equity accounted investees 

(2,545)

(1,713)

(2,351)

(2,214)

(2,382)

(2,603)

Payment of interest on loan from an equity accounted investee

3,036

 

-

 

-

 

1,176

 

370

 

404

Change in trade receivables and other receivables

(17)

(356)

842

(200)

(902)

(986)

Change in other assets

37

(355)

(762)

(220)

(1,470)

(1,606)

Change in receivables from concessions project

1,431

454

483

1,076

1,129

1,234

Change in accrued severance pay, net

15

(2)

-

15

8

9

Change in trade payables

633

(37)

(651)

291

414

452

Change in other payables

(1,565)

271

1,636

(39)

2,690

2,939

Taxes on income

215

302

399

120

913

998

Income taxes paid

(77)

(28)

(19)

(44)

(19)

(21)

Interest received

1,835

518

446

1,406

1,281

1,400

Interest paid

(4,924)

(206)

(582)

(2,803)

(3,237)

(3,537)

Net cash provided by operating activities

6,590

2,381

3,195

4,648

4,324

4,725








Cash flows from investing activities







Acquisition of fixed assets

(3,708)

(455)

(11,316)

(3,061)

(55,835)

(61,014)

Acquisition of subsidiary, net of cash acquired

(1,000)

-

-

-

(1,000)

(1,093)

Repayment of loan from an equity accounted investee

1,540

-

-

490

-

-

Proceeds from marketable securities

3,316

3,316

-

3,316

-

-

Proceed from settlement of derivatives, net

664

187

-

410

532

581

Proceed (investment) in restricted cash, net

(3,107)

(3,393)

1,356

(1,789)

(3,863)

(4,221)

Investment in short term deposit

-

-

(6,302)

-

(6,302)

(6,887)

Repayment (grant) Loan to others

(3,500)

-

412

-

3,912

4,275

Net cash used in investing activities

(5,795)

(345)

(15,850)

(634)

(62,556)

(68,359)








Cash flows from financing activities







Repayment of long-term loans and finance lease obligations

 

(17,819)

 

(201)

 

(252)

 

(14,928)

 

(4,410)

 

(4,819)

Repayment of Debentures

(4,668)

-

-

-

(4,532)

(4,952)

Proceeds from options

-

-

-

-

19

21

Sale of shares in subsidiaries to non-controlling interests

 

-

 

-

 

(126)

 

-

 

13,936

 

15,229

Acquisition of shares in subsidiaries from non-controlling interests

 

-

 

-

 

(2,961)

 

-

 

(2,961)

 

(3,236)

Issuance of ordinary shares

-

-

7,807

-

7,807

8,531

Proceeds from issuance of Debentures, net

-

-

22,317

-

22,317

24,387

Proceeds from long term loans, net

34,745

14

192

34,515

59,086

64,567

Net cash provided by (used in) financing activities

12,258

(187)

26,977

19,587

91,262

99,728








Effect of exchange rate fluctuations on cash and cash equivalents

 

(133)

 

(73)

 

951

 

(177)

 

896

 

979

Increase in cash and cash equivalents

12,920

1,776

15,273

23,424

33,926

37,073

Cash and cash equivalents at the beginning of the period

23,962

45,610

55,535

23,962

36,882

40,303

Cash and cash equivalents at the end of the period

36,882

47,386

70,808

47,386

70,808

77,376

* Convenience translation into US$ (exchange rate as at September 30, 2019: euro 1 = US$ 1.093)

Ellomay Capital Ltd. and its Subsidiaries


Reconciliation of Net Profit (Loss) to EBITDA (in thousands)



For the year
ended
December 31,

For the three months
ended September 30,

For the nine months
ended September 30,

For the nine
months ended
September 30,


2018

2018

2019

2018

2019

2019


Unaudited


 

in thousands

Convenience
Translation into US$*

Net Profit (loss) for the period

604

1,016

598

(118)

(3,800)

(4,152)

Financing expenses, net

2,091

919

1,485

1,835

4,612

5,040

Taxes on income

215

302

399

120

913

998

Depreciation

5,816

1,597

1,671

4,364

4,714

5,151

EBITDA

8,726

3,834

4,153

6,201

6,439

7,037

* Convenience translation into US$ (exchange rate as at September 30, 2019: euro 1 = US$ 1.093)

 

Information for the Company's Debenture Holders

Pursuant to the Deeds of Trust governing the Company's Series A, B and C Debentures (together, the "Debentures"), the Company is required to maintain certain financial covenants. For more information, see Item 5.B of the Company's Annual Report on Form 20-F and "Liquidity and Capital Resources" under Exhibit 99.3 of a Form 6-K submitted to the Securities and Exchange Commission on September 25, 2019.

Net Financial Debt

As of September 30, 2019, the Company's Net Financial Debt (as such term is defined in the Deeds of Trust of the Company's Debentures) was approximately €43.8 million (consisting of approximately €135.4 million of short-term and long-term debt from banks and other interest bearing financial obligations and approximately €76.5 million in connection with the Series A Debentures issuances (in January and September 2014), the Series B Debentures issuance (in March 2017) and the Series C Debentures issuance (in July 2019), net of approximately €79.7 million of cash and cash equivalents, short-term deposits and marketable securities and net of approximately €88.7 million of project finance and related hedging transactions of the Company's subsidiaries).

Information for the Company's Series B Debenture Holders

The following is an internal pro forma consolidated statement of financial position of the Company as at September 30, 2019. This information is required under the Series B Deed of Trust in connection with the adoption of IFRS 16 "Leases" by the Company and provides the consolidated statement of financial position of the Company as of the date set forth below after elimination of the effects of adoption of IFRS 16. Based on the pro forma statement of financial position, the ratio of the Company's equity (which the Company calculated in line with the definition of Balance Sheet Equity in the Series B Deed of Trust)  to balance sheet as at June 30, 2019 was 29.2%, triggering a right of the holders of our Series B Debentures to an increase in the annual interest rate applicable to the Series B Debentures of 0.5% until such time as we publish financial results reflecting an increase in such ratio to a minimum of 30%. Based on the pro forma statement of financial position, the ratio of the Company's equity, as set forth above, to balance sheet as of September 30, 2019 was 31.6%, triggering a decrease in the annual interest rate applicable to the Series B Debentures of 0.5% to its original rate of 3.69%. The Company will provide further information concerning the updated interest rate in a Form 6-K to be furnished to the Securities and Exchange Commission.

Unaudited Internal Pro Forma Statement of Financial Position

 



September 30,



2019



Unaudited



Pro Forma

€ in thousands

Assets



Current assets



Cash and cash equivalents


70,808

Marketable securities


2,303

Short term deposits


6,570

Restricted cash and marketable securities


15

Receivable from concession project


1,498

Financial assets


1,445

Trade and other receivables


10,239



92,878

Non-current assets



Investment in equity accounted investee


33,391

Advances on account of investments


900

Receivable from concession project


27,891

Fixed assets


138,574

Right-of-use asset


-

Intangible asset


5,231

Restricted cash and deposits


11,226

Deferred tax


1,423

Long term receivables


1,674

Derivatives


23,966



244,276

Total assets


337,154




Liabilities and Equity



Current liabilities



Current maturities of long term loans


7,051

Debentures


9,963

Trade payables


2,540

Other payables


4,382



23,936

Non-current liabilities



Lease liability


-

Long-term loans


118,262

Debentures


66,495

Deferred tax


9,430

Other long-term liabilities


27

Derivatives


12,437



206,651

Total liabilities


230,587




Equity



Share capital


21,998

Share premium


64,155

Treasury shares


(1,736)

Transaction reserve with non-controlling Interests


6,106

Reserves


9,569

Accumulated deficit


(828)

Total equity attributed to shareholders of the Company


99,264

Non-Controlling Interest


7,303

Total equity


106,567

Total liabilities and equity


337,154

 

Information for the Company's Series C Debenture Holders

The Deed of Trust governing the Company's Series C Debentures includes an undertaking by the Company to maintain certain financial covenants, whereby a breach of such financial covenants for two consecutive quarters is a cause for immediate repayment. As of September 30, 2019, the Company was in compliance with the financial covenants set forth in the Series C Deed of Trust as follows: (i) the Company's shareholders' equity was €106.5 million, (ii) the ratio of the Company's Net Financial Debt (as set forth above) to the Company's CAP, Net (defined as the Company's consolidated shareholders' equity plus the Net Financial Debt was 29% and (iii) the ratio of the Company's Net Financial Debt to the Company's Adjusted EBITDA(1) was 3.7.

_____________________________

(1) The term "Adjusted EBITDA" is defined in the Series C Deed of Trust as earnings before financial expenses, net, taxes, depreciation and amortization, where the revenues from the Company's operations, such as the Talmei Yosef project, are calculated based on the fixed asset model and not based on the financial asset model (IFRIC 12), and before share-based payments. The Series C Deed of Trust provides that for purposes of the financial covenant, the Adjusted EBITDA will be calculated based on the four preceding quarters, in the aggregate. The Adjusted EBITDA is presented in this press release as part of the Company's undertakings towards the holders of its Series C Debentures. For a general discussion of the use of non-IFRS measures, such as EBITDA and Adjusted EBITDA see above under "Use of NON-IFRS Financial Measures."

The following is a reconciliation between the Company's net profit (loss) and the Adjusted EBITDA for the four-quarter period ended September 30, 2019:

 


For the four
quarter period
ended
September 30,
2019


Unaudited


in thousands

Net loss for the period

(3,078)

Financing expenses, net

4,868

Taxes on income

1,008

Depreciation

6,166

Adjustment to revenues of the Talmei Yosef project due to calculation based on the fixed asset model

 

2,883

Share-based payments

4

Adjusted EBITDA as defined the Series C Deed of Trust

11,851

 

 

 

Cision View original content:http://www.prnewswire.com/news-releases/ellomay-capital-reports-results-for-the-three-and-nine-months-ended-september-30-2019-300980182.html

SOURCE Ellomay Capital Ltd