Quarterly Report • Dec 28, 2016
Quarterly Report
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Washington, D.C. 20549
For the month of December 2016 Commission File Number: 001-35284
(Translation of registrant's name into English)
9 Rothschild Blvd., Tel Aviv 6688112, Israel (Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ☐ No ☒
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________
THE IFRS FINANCIAL RESULTS INCLUDED IN EXHIBIT 99.1 OF THIS FORM 6-K ARE HEREBY INCORPORATED BY REFERENCE INTO THE REGISTRANT'S REGISTRATION STATEMENTS ON FORM F-3 (NOS. 333-199696 AND 333-144171) AND FORM S-8 (NOS. 333-187533, 333-102288 AND 333-92491), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.
This Report on Form 6-K of Ellomay Capital Ltd. consists of the following document, which is attached hereto and incorporated by reference herein:
Exhibit 99.1. Press Release: "Ellomay Capital Reports Results for the Three and Nine Months Ended September 30, 2016," dated December 28, 2016.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Ellomay Capital Ltd.
By: /s/ Ran Fridrich Ran Fridrich
Chief Executive Officer and Director
Dated: December 28, 2016
Tel-Aviv, Israel, December 28, 2016 – Ellomay Capital Ltd. (NYSE MKT; TASE: ELLO) ("Ellomay" or the "Company") an emerging operator in the renewable energy and energy infrastructure sector, today reported its unaudited financial results for the three and nine month periods ended September 30, 2016.
Pursuant to the Ludan Agreement, during July, September and October of 2016, the Company, through, Ellomay Luxemburg, entered into loan agreements with Ludan whereby the Company provided approximately Euro 2.1 million (approximately \$2.2 million) to Ludan (the "Ludan Loans"), for purposes of the acquisition of the the rights in Groen Gas Goor B.V. ("Groen Goor"), a project company developing an anaerobic digestion plant, with a green gas production capacity of approximately 375 Nm3/h, in Goor, the Netherlands (the "Goor Project") and the acquisition of the Goor Project's land. Ellomay Luxemburg was issued shares representing a 51% interest in Groen Goor. During November 2016, Groen Goor entered into an EPC and O&M agreement in connection with the Goor Project with Ludan. It is estimated that the duration of the construction of the Goor Project shall be approximately one year and the expected overall capital expenditure in connection with the Goor Project are approximately Euro 10 million (approximately \$10.6 million). The Ludan Loans converted into Ellomay Luxemburg shareholder's loans to Groen Goor upon the financial closing of the Goor Project, which occurred on December 20, 2016. Groen Goor executed the financing agreement with Coöperatieve Rabobank U.A. that agreed to provide the following financing tranches: (i) two loans with principal amounts of Euro 3.9 million and Euro 1.7 million, each with a fixed annual interest rate of 3% for the first five years, for a period of 12.25 years, repayable in equal monthly installments commencing three months following the connection of the Goor Project's facility to the grid and (ii) an on-call credit facility of Euro 370,000 with variable interest.
As of December 1, 2016, the Company held approximately \$27.8 million in cash and cash equivalents, approximately \$1 in marketable securities and approximately \$6.2 million in restricted cash.
Ran Fridrich, CEO and a board member of Ellomay commented: "Ellomay continues to maintain a stable operating profit and to expand its operations. We continue promoting the Manara Cliff pumped-storage project and recently entered into the Netherlands Waste-to-Energy market. On December 20, 2016 the financial closing of the first Dutch biogas Project occurred. This is an important milestone for Ellomay, executing our strategic plan to expand our operations."
As of September 30, 2016, the Company's Net Financial Debt (as such term is defined in the Series A Debentures Deed of Trust) was approximately \$12.2 million (consisting of approximately \$19.4 million of short-term and long-term debt from banks and other interest bearing financial obligations and approximately \$41.6 million in connection with the Series A Debentures issuances (in January and June 2014), net of approximately \$29.2 million of cash and cash equivalents and marketable securities and net of approximately \$19.6 million of project finance and related hedging transactions of the Company's subsidiaries).
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.
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:
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.
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: [email protected]
| September 30, 2016 |
December 31, 2015 |
||
|---|---|---|---|
| Unaudited | Audited | ||
| US\$ in thousands | |||
| Assets | |||
| Current assets | |||
| Cash and cash equivalents | 23,684 | 18,717 | |
| Marketable securities | 5,555 | 6,499 | |
| Restricted cash | 81 | 79 | |
| Other receivables and prepaid expenses | 7,852 | 8,218 | |
| 37,172 | 33,513 | ||
| Non-current assets | |||
| Investment in equity accounted investee | 30,666 | 33,970 | |
| Financial assets | 4,405 | 4,865 | |
| Fixed assets | 77,526 | 78,975 | |
| Restricted cash and deposits | 6,222 | 5,317 | |
| Deferred tax | 2,793 | 2,840 | |
| Advances on account of investments | 2,039 | - | |
| Other assets | 939 | 847 | |
| 124,590 | 126,814 | ||
| Total assets | 161,762 | 160,327 | |
| Liabilities and Equity | |||
| Current liabilities | |||
| Loans and borrowings | 1,219 | 1,133 | |
| Debentures | 5,414 | 4,878 | |
| Trade payables | 1,014 | 869 | |
| Other payables | 4,045 | 3,223 | |
| 11,692 | 10,103 | ||
| Non-current liabilities | |||
| Finance lease obligations | 4,588 | 4,724 | |
| Long-term loans | 13,104 | 13,043 | |
| Debentures | 36,204 | 35,074 | |
| Deferred tax | 967 | 823 | |
| Other long-term liabilities | 3,296 | 2,495 | |
| 58,159 | 56,159 | ||
| Total liabilities | 69,851 | 66,262 | |
| Equity | |||
| Share capital | 26,597 | 26,597 | |
| Share premium | 77,724 | 77,723 | |
| Treasury shares | (1,983) | (1,972) | |
| Reserves | (12,750) | (15,215) | |
| Retained earnings | 2,886 | 7,200 | |
| Total equity attributed to shareholders of the Company | 92,474 | 94,333 | |
| Non-Controlling Interest | (563) | (268) | |
| Total equity | 91,911 | 94,065 | |
| Total liabilities and equity | 161,762 | 160,327 | |
| For the Nine Months ended September 30, |
For the Three Months ended September 30, |
|||
|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | |
| Unaudited | ||||
| US\$ thousands (except per share amounts) | ||||
| Revenues | 10,574 | 11,613 | 4,061 | 4,385 |
| Operating expenses | 1,858 | 1,930 | 699 | 568 |
| Depreciation expenses | 3,654 | 3,694 | 1,136 | 1,238 |
| Gross profit | 5,062 | 5,989 | 2,226 | 2,579 |
| General and administrative expenses | * 3,359 | * 2,735 | 1,519 | 1,029 |
| Company's share of gain of investee accounted for at equity Other income, net |
1,097 85 |
1,112 60 |
785 - |
895 3 |
| Operating Profit | 2,885 | 4,426 | 1,492 | 2,448 |
| Financing income | 196 | 370 | 32 | 1,277 |
| Financing income (expenses) in connection with derivatives reevaluation, net | (1,458) | 4,496 | (434) | (811) |
| Financing expenses | (3,260) | (3,926) | (1,365) | (853) |
| Financing income (expenses), net | (4,522) | 940 | (1,767) | (387) |
| Profit (loss) before taxes on income | (1,637) | 5,366 | (275) | 2,061 |
| Tax benefit (Taxes on income) | (568) | 2,122 | (259) | 2,830 |
| Net income (loss) for the period | (2,205) | 7,488 | (534) | 4,891 |
| Income (Loss) attributable to: Shareholders of the Company |
(1,910) | 7,672 | (434) | 4,956 |
| Non-controlling interests | (295) | (184) | (100) | (65) |
| Net income (loss) for the period | (2,205) | 7,488 | (534) | 4,891 |
| Other comprehensive income (loss) | ||||
| Items that are or may be reclassified to profit or loss: | ||||
| Foreign currency translation adjustments | (699) | (219) | (432) | (918) |
| Items that would not be reclassified to profit or loss: Presentation currency translation adjustments |
3,164 | (4,968) | 1,146 | 491 |
| Total other comprehensive income | 2,465 | (5,187) | 714 | (427) |
| Total comprehensive income | 260 | 2,301 | 180 | 4,464 |
| Basic net earnings (loss) per share | (0.18) | 0.72 | (0.04) | 0.46 |
| Diluted net earnings (loss) per share | (0.18) | 0.71 | (0.04) | 0.46 |
* Expenses in the amount of approximately \$1.2 million in connection with "Manara PSP" were recorded in the general and administrative expenses for the nine months ended September 30, 2016 compared to approximately \$0.6 million for the nine months ended September 30, 2015.
Condensed Consolidated Interim Statements of Changes in Equity
| Attributable to owners of the Company | Non- controlling interests |
Total Equity |
|||||||
|---|---|---|---|---|---|---|---|---|---|
| Share capital |
Share premium |
Retained earnings |
Treasury shares |
Translation Reserve From Foreign operations Unaudited |
Presentation currency translation reserve |
Total | |||
| For the nine months ended September 30, 2016 |
US\$ in thousands | ||||||||
| Balance as at January 1, 2016 Loss for the period |
26,597 - |
77,723 - |
7,200 (1,910) |
(1,972) - |
814 - |
(16,029) - |
94,333 (1,910) |
(268) (295) |
94,065 (2,205) |
| Other comprehensive income |
- | - | - | - | (699) | 3,164 | 2,465 | - | 2,465 |
| Total comprehensive income Own shares |
- | - | (1,910) | - | (699) | 3,164 | 555 | (295) | 260 |
| acquired Cost of share based payments |
- - |
- 1 |
- - |
(11) - |
- - |
- - |
(11) 1 |
- - |
(11) 1 |
| Dividend distribution Balance as at |
- | - | (2,404) | - | - | - | (2,404) | - | (2,404) |
| September 30, 2016 |
26,597 | 77,724 | 2,886 | (1,983) | 115 | (12,865) | 92,474 | (563) | 91,911 |
| Attributable to owners of the Company | Total Equity |
||||||||
| Share capital |
Share premium |
Retained earnings |
Treasury shares |
Translation Reserve From Foreign operations Unaudited US\$ in thousands |
Presentation currency translation reserve |
Total | |||
| For the three months ended September 30, 2016 |
|||||||||
| Balance as at June 30, 2016 Loss for the period |
26,597 - |
77,724 - |
3,320 (434) |
(1,980) - |
547 - |
(14,011) - |
92,197 (434) |
(463) (100) |
91,734 (534) |
| Other comprehensive income |
- | - | - | - | (432) | 1,146 | 714 | - | 714 |
| Total comprehensive income Own shares |
- | - | (434) | - | (432) | 1,146 | 280 | (100) | 180 |
| acquired Balance as at |
- | - | - | (3) | - | - | (3) | - | (3) |
| September 30, 2016 |
26,597 | 77,724 | 2,886 | (1,983) | 115 | (12,865) | 92,474 | (563) | 91,911 |
| Attributable to owners of the Company | Non- controlling interests |
Total Equity |
|||||||
|---|---|---|---|---|---|---|---|---|---|
| Share capital |
Share premium |
Retained Earnings (accumulated deficit) |
Treasury shares |
Translation Reserve from foreign operations Unaudited |
Presentation Currency translation Reserve |
Total | |||
| US\$ in thousands | |||||||||
| For the nine months ended September 30, 2015 |
|||||||||
| Balance as at January 1, 2015 Income for the |
26,180 | 76,932 | (353) | (522) | 955 | (9,082) | 94,110 | 16 | 94,126 |
| period | - | - | 7,672 | - | - | - | 7,672 | (184) | 7,488 |
| Other comprehensive loss |
- | - | - | - | (219) | (4,968) | (5,187) | - | (5,187) |
| Total | |||||||||
| comprehensive income Treasury stock |
- - |
- - |
7,672 - |
- (564) |
(219) - |
(4,968) - |
2,485 (564) |
(184) - |
2,301 (564) |
| Cost of share based payments Warrants and |
- | 79 | - | - | - | - | 79 | - | 79 |
| options exercise | 417 | 784 | - | - | - | - | 1,201 | - | 1,201 |
| Balance as at September 30, 2015 |
26,597 | 77,795 | 7,319 | (1,086) | 736 | (14,050) | 97,311 | (168) | 97,143 |
| Non- controlling interests |
Total Equity |
||||||||
| Attributable to owners of the Company Translation |
|||||||||
| Share capital |
Share premium |
Retained earnings |
Treasury shares |
reserve from foreign operations Unaudited |
Presentation Currency translation Reserve |
Total | |||
| US\$ in thousands | |||||||||
| For the three months ended September 30, 2015 |
|||||||||
| Balance as at | |||||||||
| June 30, 2015 Income for the |
26,240 | 76,940 | 2,363 | (522) | 1,654 | (14,541) | 92,134 | (103) | 92,031 |
| period Other comprehensive |
- | - | 4,956 | - | - | - | 4,956 | (65) | 4,891 |
| loss Total |
- | - | - | - | (918) | 491 | (427) | - | (427) |
| comprehensive income |
- | - | 4,956 | - | (918) | 491 | 4,529 | (65) | 4,464 |
| Treasury stock Cost of share based payments |
- - |
- 55 |
- - |
(564) - |
- - |
- - |
(564) 55 |
- - |
(564) 55 |
| Warrants and options exercise Balance as at |
357 | 800 | - | - | - | - | 1,157 | - | 1,157 |
| For the Nine Months ended September 30, |
For the Three Months ended September 30 |
|||
|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | |
| Unaudited | ||||
| US\$ in thousands | ||||
| Cash flows from operating activities | ||||
| Income (loss) for the period | (2,205) | 7,488 | (534) | 4,891 |
| Adjustments for: | ||||
| Financing (income) expenses, net | 4,522 | (940) | 1,767 | 387 |
| Forward gain paid | - | 223 | - | 223 |
| Depreciation | 3,654 | 3,694 | 1,136 | 1,238 |
| Share-based payment | 1 | 79 | - | 55 |
| Share of profits of equity accounted investees | (1,097) | (1,112) | (785) | (895) |
| Change in trade receivables | 22 | (33) | 266 | (128) |
| Change in other receivables and prepaid expenses | (998) | 79 | (154) | 2,385 |
| Change in other assets | (537) | (2,184) | (424) | 2,186 |
| Change in accrued severance pay, net | - | (1) | - | (1) |
| Change in trade payables | 122 | (71) | (2) | (22) |
| Change in accrued expenses and other payable | 66 | 1,253 | 581 | (4,283) |
| Income tax expense (tax benefit) | 568 | (2,122) | 259 | (2,830) |
| Income taxes paid | - | (188) | - | (93) |
| Interest received | 176 | 109 | 32 | 16 |
| Interest paid | (1,921) | (1,688) | (326) | (239) |
| Net cash provided by operating activities | 2,373 | 4,586 | 1,816 | 2,890 |
| Cash flows from investing activities | ||||
| Advances on account of investments | (2,039) | - | (1,893) | - |
| Investment in equity accounted investees | (803) | (7,543) | - | (87) |
| Investment in restricted cash | (812) | (706) | (812) | (156) |
| Proceeds from Marketable Securities | 2,011 | - | 1,003 | - |
| Investment in Marketable Securities | (1,022) | (1,350) | (1,022) | - |
| Repayment of loan to an equity accounted investee | 7,772 | - | 7,772 | - |
| Proceeds from deposits | - | 3,980 | - | - |
| Net cash provided by (used in) investing activities | 5,107 | (5,619) | 5,048 | (243) |
| Cash flows from financing activities | ||||
| Dividend distribution | (2,404) | - | - | - |
| Proceeds from options and warrants exercised | - | 1,201 | - | 1,157 |
| Proceeds from long-term and short term borrowings | 182 | 11,064 | 92 | 10,154 |
| Repayment of long-term loans and finance lease obligations | (736) | (894) | (91) | (470) |
| Repurchase of own shares | (11) | (564) | (3) | (564) |
| Net cash provided by (used in) financing activities | (2,969) | 10,807 | (2) | 10,277 |
| Exchange differences on balance of cash and cash equivalents | 456 | (960) | 107 | (43) |
| Increase in cash and cash equivalents | 4,967 | 8,814 | 6,969 | 12,881 |
| Cash and cash equivalents at the beginning of the period | 18,717 | 15,758 | 16,715 | 11,691 |
| Cash and cash equivalents at the end of the period | 23,684 | 24,572 | 23,684 | 24,572 |
| For the Nine Months ended September 30, |
For the Three Months ended September 30, |
|||||
|---|---|---|---|---|---|---|
| 2016 | 2015 | 2016 | 2015 | |||
| Unaudited | ||||||
| US\$ in thousands | ||||||
| Net income (loss) for the period | (2,205) | 7,488 | (534) | 4,891 | ||
| Financing expenses (income), net | 4,522 | (940) | 1,767 | 387 | ||
| Taxes on income | 568 | (2,122) | 259 | (2,830) | ||
| Depreciation | 3,654 | 3,694 | 1,136 | 1,238 | ||
| EBITDA | 6,539 | 8,120 | 2,628 | 3,686 | ||
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