EX-99.1 2 exhibit_99-1.htm EXHIBIT 99.1 exhibit_99-1.htm


Exhibit 99.1
 
 
Ellomay Capital Reports First Quarter 2014 Results

Tel-Aviv, Israel, June 30, 2014 – Ellomay Capital Ltd. (NYSE MKT: ELLO; TASE: ELOM) (“Ellomay” or the “Company”) an emerging operator in the renewable energy and energy infrastructure sector, today reported its unaudited financial results for the three month period ended March 31, 2014.

Financial Highlights

·
Revenues were approximately $2.9 million for the three months ended March 31, 2014, and represent seasonal revenues for the winter months of January through March, with significantly lower photovoltaic energy production.
 
·
General and administrative expenses were approximately $1.2 million for the three months ended March 31, 2014, including nonrecurring expenses in the amount of approximately $0.4 million, such as payment of bonuses to employees.
 
·
Adjusted EBITDA was approximately $0.8 million for the three months ended March 31, 2014.
 
·
Financial expenses, net were approximately $1.4 million for the three months ended March 31, 2014, including interest accrued on the Company’s Series A Debentures issued in January 2014.
 
·
Share of losses of equity accounted investees was approximately $0.3 million for the three months ended March 31, 2014, primarily due to expenses in connection with the delay in the commencement of operations of the power plant operated by Dorad Energy Ltd., a Company investee (“Dorad”).
 
·
Total comprehensive loss was approximately $1.8 million in the three months ended March 31, 2014.
 
·
Net cash used in operating activities was approximately $0.4 million for the three months ended March 31, 2014, reflecting the collection of revenues for the winter months of November 2013 – January 2014.
 
·
During the three months ended March 31, 2014, the Company extended an additional aggregate amount of approximately $3.9 million to Dori Energy Ltd. in connection with Dorad’s funding requirements from Dori Energy pursuant to the agreement between Dorad and its shareholders.
 
·
In May 2014 Ellomay PV Two S.r.l., a wholly-owned Italian subsidiary of the Company, provided a notice to Unicredit S.p.A of its intention to voluntary repay its loan amounting to approximately EUR 4.8 million (approximately $6.6 million) as of March 31, 2014. The notice of early repayment was provided as this loan was under terms less beneficial to the Company compared to alternative financing resources.
 
·
As of June 15, 2014, the Company held approximately $22.7 million in cash and cash equivalents and approximately $6.3 million in restricted cash.
 
·
On June 22, 2014, the Company completed the issuance of NIS 80,341,000 Series A Debentures to Israeli classified investors in a private placement, in consideration for gross proceeds of approximately NIS 81.1 million (approximately $23.5 million), reflecting a price of NIS 1.01 per NIS 1 principal amount. The gross proceeds include an amount of approximately NIS 1.7 million (approximately US$0.5) that represents the first interest payment due on these additional Series A Debentures on June 30, 2014.
 
Ran Fridrich, CEO and a board member of Ellomay commented: “Ellomay is providing its quarterly results for the first time. The results are in line with the Company's expectations and present a standard winter quarter. Ellomay continues to seek attractive investment opportunities. In May 2014 we were able to execute a binding letter of intent for an additional approximate 5.6 MWp transaction in the Spanish market. We believe such efforts will enable Ellomay to continue and maximize shareholder value.” 
 
 
 

 
 
Information for the Company’s Series A Debenture Holders
 
As of March 31, 2014 (prior to the June 2014 expansion of the Series A Debentures), the Company’s Net Financial Debt (as such term is defined in the Series A Debentures Deed of Trust) was approximately $9.2 million (consisting of approximately $22.8 million of short-term and long-term debt from banks and other interest bearing financial obligations and approximately $32.9 million in connection with January 2014 Series A Debentures issuance, net of approximately $27 million of cash and cash equivalents and net of approximately $19.5 million of project finance and related hedging transactions of the Company's subsidiaries).

Use of NON-IFRS Financial Measures

Adjusted EBITDA is a non-IFRS measure and is defined as earnings before financial expenses, net, gain on bargain purchase, 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 Adjusted EBITDA to be an important measure of comparative operating performance, Adjusted 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. Adjusted 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 Adjusted 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 Adjusted EBITDA may not be indicative of the historic operating results of the Company; nor is it meant to be predictive of potential future results. The Company uses the term “Adjusted EBITDA” to highlight the fact that for the year ended December 31, 2013 the Company deducted the gain on bargain purchase from the net income. The Adjusted EBITDA is otherwise fully comparable to EBITDA information which has been previously provided for prior periods. See the reconciliation between the net income (loss) and the Adjusted EBITDA presented at the end of this Press Release.

About Ellomay Capital Ltd.
 
Ellomay is an Israeli based company whose shares are registered with the NYSE MKT, under the trading symbol "ELLO" and with the Tel Aviv Stock Exchange under the trading symbol "ELOM."  Since 2009, Ellomay Capital focuses its business in the energy and infrastructure sectors worldwide. Ellomay (formerly Nur Macroprinters Ltd.) previously was a supplier of wide format and super-wide format digital printing systems and related products worldwide, and sold this business to Hewlett-Packard Company during 2008 for more than $100 million.
 
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:
 
 
·
Approx. 22.6MW of photovoltaic power plants in Italy and 85% of 2.3MW of photovoltaic power plant in Spain;
 
 
·
7.5% indirect interest, with an option to increase its holdings to 9.375%, in Dorad Energy Ltd. Israel's largest private power plant, with production capacity of approximately 800 MW, representing about 8% of Israel's total current electricity consumption;
 
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. 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, 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 our forward-looking statements including changes in regulation, seasonality of the PV business and market conditions. 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: anatb@ellomay.com
 
 
 

 

Condensed Consolidated Statements of Financial Position as at


   
March 31,
   
December 31,
 
   
2014
   
2013
 
   
(Unaudited)
   
(Audited)
 
   
US$ in thousands
 
Assets
           
Current assets
           
             
Cash and cash equivalents
    27,038       9,738  
Short-term deposits
    -       2,653  
Restricted cash
    1,852       5,653  
Trade receivables
    184       134  
Other receivables and prepaid expenses
    5,185       4,357  
      34,259       22,535  
Non-current assets
               
                 
Investments in equity accounted investees
    28,074       24,601  
Financial asset
    455       389  
Property, plant and equipment
    92,520       93,671  
Restricted cash
    4,320       4,315  
Other assets
    1,637       1,419  
      127,006       124,395  
                 
Total assets
    161,265       146,930  
                 
Liabilities and Equity
               
Current liabilities
               
                 
Loans and borrowings
    1,825       19,454  
Current maturities of debentures
    3,327       -  
Trade payable
    1,924       2,154  
Accrued expenses and other payables
    5,915       5,311  
      12,991       26,919  
Non-current liabilities
               
                 
Finance lease obligations
    6,724       6,814  
Long-term bank loans
    10,941       11,050  
Other long-term liabilities
    3,041       2,386  
Debentures
    29,598       -  
      50,304       20,250  
                 
Total liabilities
    63,295       47,169  
Equity
               
Share capital
    26,180       26,180  
Share premium
    76,932       76,932  
Treasury shares
    (522 )     (522 )
Reserves
    4,264       4,154  
Accumulated deficit
    (8,918 )     (7,011 )
Total equity attributed to shareholders of the Company
    97,936       99,733  
Non-Controlling Interest
    34       28  
                 
Total equity
    97,970       99,761  
                 
Total liabilities and equity
    161,265       146,930  

 
 

 

Condensed Consolidated Interim Statements of Comprehensive Income (loss)

 
   
For the three
   
For the
 
   
Months ended
   
Year ended
 
   
March 31,
   
December 31,
 
   
2014
   
2013
 
   
(Unaudited)
   
(Audited)
 
   
US$ thousands (except per share amounts)
 
Revenues
    2,894       12,982  
Operating expenses
    647       2,381  
Depreciation expenses
    1,303       4,021  
Gross profit
    944       6,580  
                 
General and administrative expenses
    1,172       3,449  
Gain on bargain purchase
    -       10,237  
Operating (loss) profit
    (228 )     13,368  
                 
Financing income
    158       204  
Financial income (expenses) in connection with derivatives, net
    (673 )     1,501  
Financing expenses
    (921 )     (4,201 )
Financing income (expenses), net
    (1,436 )     (2,496 )
Company’s share of losses of investees accounted for at equity
    (281 )     (540 )
                 
Profit (loss) before taxes on income
    (1,945 )     10,332  
                 
Tax benefit (taxes on income)
    44       (245 )
                 
Net income (loss) for the period
    (1,901     10,087  
                 
Income (loss) attributable to:
               
Shareholders of the Company
    (1,907 )     10,068  
Non-controlling interests
    6       19  
Net income (loss) for the period
    (1,901 )     10,087  
                 
Other comprehensive income :
               
Foreign currency translation adjustments
    110       6,038  
Total other comprehensive income
    110       6,038  
                 
Total comprehensive income (loss) for the period
    (1,791 )     16,125  
                 
Income (Loss) per share
               
Basic Income (Loss) per share
    (0.18 )     0.94  
Diluted Income (Loss) per share
    (0.18 )     0.94  

 
 

 

Condensed Consolidated Interim Statements of Changes in Equity

 
    Attributable to shareholders of the Company  
                           
Translation
                   
                           
reserve
                   
                           
from
          Non-        
   
Share
   
Share
   
Accumulated
   
Treasury
   
Foreign
          controlling     Total  
   
capital
   
premium
   
deficit
   
shares
   
Operations
   
Total
   
interests
   
Equity
 
   
US$ in thousands
 
Balance as at
                                               
January 1, 2013
    26,180       76,410       (17,079 )     (522 )     (1,884 )     83,105       9       83,114  
Profit for the year
    -       -       10,068       -       -       10,068       19       10,087  
Other comprehensive income
    -       -       -       -       6,038       6,038       *       6,038  
Total comprehensive income
    -       -       10,068       -       6,038       16,106       19       16,125  
Transactions with owners
                                                               
 of the Company, recognized
                                                               
 directly in equity:
                                                               
Cost of share-based
                                                               
payments
    -       522       -       -       -       522       -       522  
Balance as at
                                                               
December 31, 2013
    26,180       76,932       (7,011 )     (522 )     4,154       99,733       28       99,761  
 
   
Attributable to owners of the Company
                           
Translation
                 
                           
reserve
                 
                           
from
          Non-      
   
Share
   
Share
   
Accumulated
   
Treasury
   
Foreign
          controlling     Total
   
capital
   
premium
   
deficit
   
shares
   
Operations
   
Total
   
interests
   
Equity
   
US$ in thousands
For the three months ended
                                               
March 31, 2014 (unaudited)
                                               
                                                 
Balance as at
                                               
January 1, 2014
    26,180       76,932       (7,011 )     (522 )     4,154       99,733       28       99,761  
Loss for the Period
    -       -       (1,907 )     -       -       (1,907 )     6       (1,901 )
Other comprehensive income
    -       -       -       -       110       110       -       110  
Total comprehensive income(loss)
    -       -       (1,907 )     -       110       (1,797 )     6       (1,791 )
Balance as at
                                                               
March 31, 2014
    26,180       76,932       (8,918 )     (522 )     4,264       97,936       34       97,970  
 
 
 

 
 
Condensed Consolidated Interim Statements of Cash Flows


   
For the three Months ended March 31, 2014
   
For the year ended December 31, 2013
 
   
(Unaudited)
   
(Audited)
 
   
US$ in thousands
 
Cash flows from operating activities
           
             
Net income (loss)
    (1,901 )     10,087  
                 
Adjustments for:
               
                 
Financing expenses, net
    1,436       2,496  
Gain on bargain purchase
    -       (10,237 )
Depreciation
    1,303       4,021  
Cost of share-based payment
    -       522  
Company’s share of losses of investee accounted for at equity
    281       540  
Decrease (increase) in trade receivables
    (49 )     218  
Decrease (increase) in other receivables and prepaid expenses
    (962 )     1,783  
Decrease in other assets
    1       12  
Increase (decrease) in accrued severance pay, net
    (28 )     22  
Increase (decrease) in accounts payable
    (155 )     376  
Increase (decrease) in other payables and accrued expenses
    233       (1,450 )
Taxes on income (Tax benefit)
    (159 )     245  
Taxes on income paid
    -       (458 )
Interest received
    16       137  
Interest paid
    (409 )     (1,925 )
      1,508       (3,698 )
                 
Net cash provided by (used in) operating activities
    (393 )     6,389  
 
 
 

 
 
Condensed Consolidated Interim Statements of Cash Flows (cont’d)

 
   
For the three Months ended March 31, 2014
   
For the year ended December 31, 2013
 
   
(Unaudited)
   
(Audited)
 
   
US$ in thousands
       
Cash flows from investing activities:
           
             
Purchase of property and equipment
    (92 )     (9,152 )
Acquisition of subsidiary, net of cash acquired
    -       (30,742 )
Investment in equity accounted investees
    (3,861 )     (4,372 )
Proceeds from  deposits, net
    2,652       137  
Settlement of forward contract
    -       (169 )
Deposit  from restricted cash, net
    3,801       1,519  
                 
Net cash provided by (used in) investing activities
    2,500       (42,779 )
                 
Cash flows from financing activities:
               
                 
Repayment of long-term loans and financial lease obligation
    (17,835 )     (7,818 )
Proceeds from debentures and loans, net
    32,762       17,692  
                 
Net cash provided by financing activities
    14,927       9,874  
                 
Exchange differences on balances of cash and
               
 cash equivalents
    266       462  
                 
Increase (decrease) in cash and cash equivalents
    17,300       (26,054 )
Cash and cash equivalents at the beginning of period
    9,738       33,292  
                 
Cash and cash equivalents at the end of the period
    27,038       7,238  
 
 
 

 

Reconciliation of Net income (loss) to Adjusted EBITDA (in US$ thousands)


   
For the three Months ended March 31,
   
For the year ended December 31,
 
   
2014
   
2013
 
   
Unaudited
   
Unaudited
 
Net income (loss) for the period
    (1,907 )     10,068  
Financing expenses (income), net
    1,436       2,496  
Gain on bargain purchase
    -       (10,237 )
Taxes on income (benefit)
    (44 )     245  
Depreciation
    1,303       4,021  
Adjusted EBITDA
    788       6,593