EX-99 2 exhibit_1.htm EXHIBIT 1 exhibit_1.htm


Exhibit 1
 

 
Ellomay Capital Reports Financial Position as at June 30, 2012 and Results for the Six Months then ended.

Tel-Aviv, Israel, September 2, 2012 – Ellomay Capital Ltd. (NYSE MKT: ELLO) (“Ellomay” or the “Company”), today reported its unaudited financial results for the six month period ended June 30, 2012.

Financial Highlights

·
Revenues were approximately $4.4 million for the six months ended June 30, 2012, compared to $1.6 million for the six months ended June 30, 2011. Cost of sales were approximately $1 million for the six months ended June 30, 2012, compared to $0.4 million for the six months ended June 30, 2011. Depreciation expenses were approximately $1.3 million for the six months ended June 30, 2012, compared to $0.5 million for the six months ended June 30, 2011. These increases resulted from operations of the Company's Italian photovoltaic plants that were connected to the national grid during the six months ended June 30, 2011. 
 
·
General and administrative expenses were approximately $1.4 million for the six months ended June 30, 2012, compared to approximately $1.8 million for the six months ended June 30, 2011. The decrease in general and administrative expenses was primarily due to cost efficiency and decreased due diligence related expenses resulting from the Company's enhanced knowledge and expertise in the Italian photovoltaic market and from a lower number of due diligence processes that did not mature into transactions.  
 
·
EBIDTA was approximately $2 million earning for the six months ended June 30, 2012, compared to approximately $0.6 million loss for the six months ended June 30, 2011. This increase resulted from operations of the Company's Italian photovoltaic plants that were connected to the national grid during the six months ended June 30, 2011. 
 
·
Financial expenses, net were approximately $1.2 million for the six months ended June 30, 2012, compared to approximately $0.3 million for the six months ended June 30, 2011. This increase in financial expenses was primarily attributable to the fair value measurement of swap contracts.
 
·
Share of losses of equity accounted investees was approximately $0.1 million for the six months ended June 30, 2012, compared to approximately $4.6 million for the six months ended June 30, 2011. The decrease was due to the loss recorded by Dorad Energy Ltd. (“Dorad”), 18.75% held by U. Dori Energy Infrastructures Ltd. (“Dori Energy”), which, in turn, is 40% indirectly held by the Company, as a result of the changes in fair value of derivative financial instruments, specifically forward transactions, used to hedge its foreign currency risk exposure to the U.S. dollar.
 
·
Taxes on income were approximately $0.2 million for the six months ended June 30, 2012, compared to approximately $1.1 million tax benefit for the six months ended June 30, 2011. The tax benefit for the six months ended June 30, 2011 was primarily attributable to tax assessments that have reached their statute of limitation, thereby decreasing the amount of unrecognized tax benefit. Taxes on income for the six months ended June 30, 2012 resulted from increased operations of the Company's Italian photovoltaic plants.
 
·
Other comprehensive loss from foreign currency translation differences from foreign operations were approximately $1.4 million for the six months ended June 30, 2012, compared to approximately $2.5 million income for the six months ended June 30, 2011. The loss for the six months ended June 30, 2012 was primarily due to the Company's operations in the Italian photovoltaic field and resulted from the devaluation of the Euro against the US dollar.
 
·
Total comprehensive loss was approximately $2 million in the six months ended June 30, 2012, compared to total comprehensive loss of approximately $2.4 million in the six months ended June 30, 2011.
 
·
As of August 15, 2012, the Company held approximately $27.5 million in cash and cash equivalents, approximately $17 million in restricted cash and approximately $10 million in Short term deposits.
 
 
 

 
 
·
In July 2012, the Company, through its Spanish subsidiary (85% indirectly owned by the Company) closed the transaction to purchase the Rinconada II photovoltaic plant located in the Municipality of Córdoba, Andalusia, Spain, with a total nominal output of approximately 1.89 MWp and a peak power output of approximately 2.275 MWp.
 
·
Until June 30, 2012, we extended an additional aggregate amount of $3.7 million to Dori Energy in connection with Dorad's funding requirements from Dori Energy pursuant to the agreement between Dorad and its shareholders.
 
·
As of June 30, 2012, the Company repurchased an aggregate amount of 76,955 of its ordinary shares, for an aggregate consideration of $470,000 (excluding broker commissions). Due to Israeli regulatory considerations with respect to the funds available for share repurchases, the Company will not repurchase additional shares by December 31, 2012, the expiration date of the buyback program previously announced by the Company.
 
Use of NON-IFRS Financial Measures

EBITDA is a non-IFRS measure and is defined as earnings before financial expenses, net, interest, 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.

About Ellomay Capital

Ellomay Capital is an Israeli public company whose shares are listed on the NYSE MKT stock exchange, which focuses its business in the energy and infrastructure sectors worldwide and is chaired by Mr. Shlomo Nehama.

Ellomay Capital’s assets include ten photovoltaic plants in Italy with an aggregated capacity of approximately 10.8 MW, 85% ownership of a photovoltaic plant in Spain with a capacity of approximately 2.275 MWp 7.5% indirect holdings in Dorad, Israel’s largest private power plant, which is currently under construction and is expected to produce approximately 800MW, representing about 8% of Israel’s current electricity consumption, and 20% of the participating interests in the Yitzchak oil and gas exploration and drilling license in the Mediterranean sea.

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. 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: kaliaw@ellomay.com

 
 

 
 
Condensed Consolidated Statements of Financial Position as at

 
   
June 30
   
December 31
 
   
2012 (Unaudited)
   
2011 (Audited)
 
   
US$ in thousands
 
Assets
           
             
Current assets:
           
             
Cash and cash equivalents
    27,442       28,917  
Short-term deposits
    10,000       10,000  
Restricted cash
    14,729       16,412  
Trade receivables
    147       88  
Other receivables and prepaid expenses
    5,736       6,875  
      58,054       62,292  
Non-current assets
               
                 
Advance payments on account of investment
    7,268       -  
Investments in equity accounted investees
    17,367       13,047  
Property, plant and equipment
    46,065       48,638  
Restricted cash
    2,250       2,250  
Other assets
    74       165  
      73,024       64,100  
                 
Total assets
    131,078       126,392  
                 
Liabilities and Equity
               
                 
Current liabilities
               
                 
Loans and borrowings
    12,494       12,129  
Trade payable
    1,805       2,790  
Accrued expenses and other payables
    15,255       14,593  
Liabilities attributed to discontinued operations
    200       200  
      29,754       29,712  
Non-current liabilities:
               
                 
Finance lease obligations
    6,755       6,114  
Long-term bank loans
    10,801       5,115  
Other long-term liabilities
    2,229       1,344  
Excess of losses over investment in equity accounted investee
    -       46  
      19,785       12,619  
                 
Total liabilities
    49,539       42,331  
                 
Equity
               
Share capital
    26,180       26,180  
Share premium
    76,404       76,403  
Treasury stock
    (522 )     (49 )
Reserves
    (4,873 )     (3,504 )
Accumulated deficit
    (15,650 )     (14,969 )
Total equity
    81,539       84,061  
                 
Total liabilities and equity
    131,078       126,392  
 
 
 

 
 
Condensed Consolidated Interim Statement of Comprehensive loss

 
   
For the six months ended June 30
 
   
2012
   
2011
 
   
(Unaudited)
   
(Unaudited)
 
   
US$ thousands
   
US$ thousands
 
                 
Revenues
    4,382       1,601  
Cost of sales
    1,045       393  
Depreciation expenses
    1,292       493  
Gross profit
    2,045       715  
                 
General and administrative expenses
    1,377       1,805  
Capital gain
    (160 )     -  
Operating profit (loss)
    828       (1,090 )
Financing income
    780       345  
Financial expenses in connection with SWAP contracts
    (1,404 )     (487 )
Financing expenses
    (569 )     (137 )
Financing expenses, net
    (1,193 )     (279 )
Share of losses of equity accounted investees
    (145 )     (4,641 )
                 
Loss before taxes on income from continuing operations
    (510 )     (6,010 )
Tax benefit (taxes on income)
    (171 )     1,114  
                 
Loss from continuing operations
    (681 )     (4,896 )
                 
Loss for the period
    (681 )     (4,896 )
Other comprehensive income (loss):
               
Foreign currency translation differences from foreign operations
    (1,369 )     2,528  
Total other comprehensive profit (loss)
    (1,369 )     2,528  
                 
Total comprehensive loss for the period
    (2,050 )     (2,368 )
                 
Loss per share
           
Basic loss per share
    (0.06 )     (0.45 )
Diluted loss per share
    (0.06 )     (0.45 )

 
 

 

Condensed Consolidated Interim Statement of Changes in Equity

 
   
Attributable to owners of the Company
                           
Adjustments
     
                           
arising from
     
                           
translating
     
                           
financial
     
                           
statements of
     
   
Share
   
Share
   
Accumulated
   
Treasury
   
foreign
     
   
capital
   
premium
   
deficit
   
stock
   
operations
   
Total
   
US$ in thousands
For the six months ended
                                   
June 30, 2012 (unaudited)
                                   
Balance as at January 1, 2012
    26,180       76,403       (14,969 )     (49 )     (3,504 )     84,061  
Loss for the period
    -       -       (681 )     -       -       (681 )
Other comprehensive loss
    -       -       -       -       (1,369 )     (1,369 )
Total comprehensive loss
    -       -       (681 )     -       (1,369 )     (2,050 )
                                                 
Treasury stock
    -       -       -       (473 )     -       (473 )
 Share-based payments
    -       1       -       -       -       1  
                                                 
 Balance as at June 30, 2012
    26,180       76,404       (15,650 )     (522 )     (4,873 )     81,539  

   
Attributable to owners of the Company
 
                     
Adjustments
       
                     
arising from
       
                     
translating
       
                     
financial
       
                     
statements of
       
   
Share
   
Share
   
Accumulated
   
foreign
       
   
capital
   
premium
   
deficit
   
operations
   
Total
 
   
US$ in thousands
 
For the six months ended
                             
June 30, 2011 (unaudited)
                             
Balance as at January 1, 2011
    26,103       76,266       (13,997 )     194       88,566  
                                         
Loss for the period
    -       -       (4,896 )     -       (4,896 )
Other comprehensive income
    -       -       -       2,528       2,528  
Total comprehensive loss
    -       -       (4,896 )     2,528       (2,368 )
                                         
Exercise of warrants
    77       104       -       -       181  
Share-based payments
    -       17       -       -       17  
                                         
Balance as at June 30, 2011
    26,180       76,387       (18,893 )     2,722       86,396  

 
 

 
 
Condensed Consolidated Interim Statement of Cash Flows


   
Six months ended June 30
 
   
2012
   
2011
 
   
(Unaudited)
   
(Unaudited)
 
   
US$ thousands
   
US$ thousands
 
Cash flows from operating activities
           
Loss for the period
    (681 )     (4,896 )
Adjustments for:
               
Financing expenses, net
    1,193       279  
Capital gain
    (160 )     -  
Depreciation
    1,292       493  
Share-based payment
    1       17  
Interest on loans from related parties
    (122 )     -  
Share of losses of equity accounted investees
    145       4,641  
Increase in trade receivables
    (63 )     -  
Decrease (increase) in other receivables and prepaid expenses
    1,885       (2,907 )
Decrease (increase) in other assets
    (34 )     355  
Increase in derivatives
    1,120       364  
Increase (decrease) in accrued severance  pay, net
    (3 )     20  
Tax benefit (taxes on income)
    171       (1,114 )
Increase (decrease) in trade payables
    (147 )     309  
 Decrease in accrued expenses and other payables
    (1,157 )     (1,668 )
Interest received
    86       348  
Interest paid
    (412 )     (140 )
Net cash provided (used) in operating activities from continuing operations
    3,114       (3,899 )
Net cash provided by operating activities from discontinued operations
    -       154  
                 
Net cash provided by (used in) operating activities
    3,114       (3,745 )
                 
Cash flows from investing activities:
               
Purchase of property and equipment
    (1,049 )     (15,432 )
Advance on account of investment
    (7,268 )     -  
Investment in equity accounted investees
    (4,329 )     (10,663 )
Settlement of forward contract
    -       465  
Proceeds (Investment) in restricted cash
    1,620       (7,761 )
Investment in long-terms deposits
    -       (750 )
Net cash used in investing activities
    (11,026 )     (34,141 )
                 
Cash flows from financing activities
               
Proceeds from sale and finance lease back
    1,086       2,285  
Purchase of treasury stock
    (473 )     -  
Loans received
    6,288       5,072  
Proceeds from warrants exercised
    -       181  
                 
Net cash provided by financing activities
    6,901       7,538  
 
 
 

 

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

 
             
   
Six months ended June 30
 
   
2012
   
2011
 
   
(Audited)
   
(Unaudited)
 
   
US$ thousands
   
US$ thousands
 
Effect of exchange rate changes on cash and cash equivalents
    (464 )     434  
                 
Decrease in cash and cash equivalents
    (1,475 )     (29,914 )
Cash and cash equivalents at the beginning of the period
    28,917       76,583  
                 
Cash and cash equivalents at the end of the period
    27,442       46,669