TEL-AVIV, Israel

,

Dec. 28, 2020

/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, 2020

.

Financial Highlights

• Revenues were approximately €6.8 million for the nine months ended
  
  September 30, 2020
  
  , compared to approximately €15.4 million for the nine months ended
  
  September 30, 2019
  
  . The decrease in revenues is mainly due to the sale of ten Italian indirectly wholly-owned subsidiaries of the Company, which held twelve photovoltaic plants in
  
  Italy
  
  with an aggregate installed capacity of approximately 22.6 MWp (the ”
  
  Italian PV Portfolio
  
  “), consummated during December 2019. A small portion of the decrease in revenues for the nine months ended
  
  September 30, 2020
  
  resulted from the decrease in demand and prices of the European electricity markets due to the Covid-19 crisis, partially offset by increase in revenues in one of the Company’s biogas facilities in
  
  the Netherlands
  
  resulting from increased operational efficiency.

• Operating expenses were approximately €3.4 million for the nine months ended
  
  September 30, 2020
  
  , compared to approximately €5 million for the nine months ended
  
  September 30, 2019
  
  . The decrease in operating expenses is mainly attributable to the sale of the Italian PV Portfolio, to increased operational efficiency of the Company’s Waste-to-Energy projects in
  
  the Netherlands
  
  and to insurance reimbursement in connection with the storm damages in one of our biogas facilities in
  
  the Netherlands
  
  that reduced operating expenses. Depreciation expenses were approximately €2.2 million for the nine months ended
  
  September 30, 2020
  
  , compared to approximately €4.7 million for the nine months ended
  
  September 30, 2019
  
  . The decrease reflects the sale of the Italian PV Portfolio.

• Project development costs were approximately €3 million for the nine months ended
  
  September 30, 2020
  
  , compared to approximately €3.5 million for the nine months ended
  
  September 30, 2019
  
  . The decrease in project development costs is mainly due to a decrease in consultancy expenses in connection with the project to construct a 156 MW pumped storage hydro power plant in the Manara Cliff,
  
  Israel
  
  , partially offset by consultancy expenses in connection with the development of photovoltaic projects in
  
  Italy
  
  .

• General and administrative expenses were approximately €3.3 million for the nine months ended
  
  September 30, 2020
  
  , compared to approximately €2.9 million for the nine months ended
  
  September 30, 2019
  
  . The increase is mostly due to D&O liability insurance costs.

• Company’s share of profits of equity accounted investee, after elimination of intercompany transactions, was approximately €1.9 million for the nine months ended
  
  September 30, 2020
  
  , compared to approximately €2.4 million in the nine months ended
  
  September 30, 2019
  
  . The decrease in the Company’s share of profit of equity accounted investee is mainly attributable to lower revenues of Dorad Energy Ltd. (”
  
  Dorad
  
  “) as a result of a decrease in the TAOZ tariffs and a decrease in the production tariff, partially offset by lower financing expenses incurred by Dorad. for the period as a result of the CPI indexation of loans from banks.

• Financing expenses, net was approximately €2.3 million for the nine months ended
  
  September 30, 2020
  
  , compared to approximately €4.6 million for the nine months ended
  
  September 30, 2019
  
  . The decrease in financing expenses, net, was mainly due to income recorded in connection with the reevaluation of the Company’s derivative transactions and revaluation of a loan provided to U. Dori Energy Infrastructures Ltd.in the aggregate amount of approximately €1.5 million during the nine months ended
  
  September 30, 2020
  
  , compared to approximately €1 million during the nine months ended
  
  September 30, 2019
  
  , and a decrease in financing expenses of approximately €1.7 million resulting from the early repayment of the Company’s Series A Debentures and the sale of the Italian PV Portfolio, including all related project finance.

• Taxes on income was approximately €0.2 million for the nine months ended
  
  September 30, 2020
  
  , compared to taxes on income of approximately €0.9 million for the nine months ended
  
  September 30, 2019
  
  . The decrease in tax expenses is mainly attributable to the sale of the Italian PV Portfolio and deferred tax income related to the operations of the project company constructing a photovoltaic plant with a peak capacity of 300MW in
  
  Spain
  
  , in which the Company holds 51%.

• Net loss was approximately €5.7 million for the nine months ended
  
  September 30, 2020
  
  , compared to approximately €3.8 million for the nine months ended
  
  September 30, 2019
  
  .

• Total other comprehensive loss was approximately €3.1 million for the nine months ended
  
  September 30, 2020
  
  , compared to a profit of approximately €13.8 million for the nine months ended
  
  September 30, 2019
  
  . The change was mainly due to changes in fair value of cash flow hedges and from foreign currency translation differences on NIS denominated operations, as a result of fluctuations in the euro/NIS exchange rates.

• Total comprehensive loss was approximately €2.6 million for the nine months ended
  
  September 30, 2020
  
  , compared to income of approximately €10 million for the nine months ended
  
  September 30, 2019
  
  .

• EBITDA loss was approximately €(1) million for the nine months ended
  
  September 30, 2020
  
  , compared to EBITDA of approximately €6.4 million for the nine months ended
  
  September 30, 2019
  
  .

• Net cash used in operating activities was approximately €2.2 million for the nine months ended
  
  September 30, 2020
  
  , compared to net cash provided from operating activities of approximately €4.3 million for the nine months ended
  
  September 30, 2019
  
  . The decrease in net cash from operating activities is mainly attributable to the sale of the Italian PV Portfolio.

• On
  
  July 20, 2020
  
  , the Company issued 450,000 ordinary shares to several Israeli qualified investors in a private placement undertaken in accordance with Regulation S of the Securities Act of 1933, as amended. The price per share was set at
  
  NIS 70.5
  
  (approximately €18.9). The gross proceeds to the Company in connection with the private placement amounted to approximately
  
  NIS 31.7 million
  
  (approximately €8.2 million).

• On
  
  October 26, 2020
  
  , the Company completed a public offering in
  
  Israel
  
  of Series C Debenture and a of a new series of options, tradable on the Tel Aviv Stock Exchange, to purchase the Company’s ordinary shares at an exercise price per share of
  
  NIS 150
  
  (the ”
  
  Series 1 Options
  
  “). The Company issued an aggregate principal amount of
  
  NIS 154 million
  
  (approximately €38.3 million based on the exchange rate as of
  
  September 30, 2020
  
  ) of its Series C Debentures and 385,000 Series 1 Options. The gross proceeds from the offering amounted to approximately
  
  NIS 164.2 million
  
  (approximately €40.8 million based on the exchange rate as of
  
  September 30, 2020
  
  ).

• On
  
  December 1, 2020
  
  the Company acquired all issued and outstanding shares of Groen Gas Gelderland B.V. (”
  
  GG Gelderland
  
  “) through its wholly-owned subsidiary, Ellomay Luxembourg Holdings S.à.r.l. (”
  
  Ellomay Luxembourg
  
  “) The Company paid €1.568 million for the shares and the repayment of shareholder loans. An additional shareholder loan of approximately €5.9 million was granted to GG Gelderland by Ellomay Luxembourg on
  
  December 1, 2020
  
  . The previous owners are entitled to receive an additional amount from the Dutch Government for subsidy payments. This amount is estimated at €0.493 million, but will be determined and paid before
  
  June 2021
  
  . The Company has no liability to compensate the previous owners if the Dutch government pays less than the estimated amount. GG Gelderland owns an operating anaerobic digestion plant in Gelderland,
  
  the Netherlands
  
  , with a permit that enables it to produce approximately 7.5 million Nm3 per year. The actual production capacity of the plant is approximately 9.5 million Nm3 per year.

• As of
  
  December 1
  
  , 2020 , the Company held approximately €92.7 million in cash and cash equivalents, approximately €2.2 million in marketable securities and approximately €9.8 million in restricted short-term and long-term cash and marketable securities.

• As noted above, the revenues for the nine months ended
  
  September 30, 2020
  
  were impacted by the decrease in demand and market prices of electricity in
  
  Spain
  
  resulting from the Covid-19 pandemic.  Although the Company’s operations have not thus far been materially adversely affected by the pandemic, the Company’s operations, including, but not limited to, its results of operations, ability to raise capital and ability to develop new projects, may in the future be adversely affected by the implications of the spread of Covid-19 in
  
  Israel
  
  ,
  
  Europe
  
  and worldwide. These potential affects could last until a vaccine or successful treatment plan are developed and implemented worldwide.

CEO Review

Ran Fridrich, CEO and a board member of the Company, provided the following CEO review:

“The Company continued coping with the challenges posed by the Covid-19 pandemic during the three months ended

September 30, 2020

, and despite such challenges, the Company continues in full steam advancing its development plans in

Italy

(P.V),

Spain

(P.V) and the Netherland (Biogas), and advancing towards grid connection of project Talasol (300 MW P.V in

Spain

).

The results of the third quarter were in-line with the Company’s expectations, reflecting the effects of the Company’s PV Italian portfolio sale on

December 2019

. The upcoming commencement of operations of Talasol will more than compensate for this loss of income.

During

December 2020

the Company successfully finalized the acquisition of the Gelderland biogas project in

the Netherlands

, doubling the Company’s biogas capacity and enabling it to improve the efficiency and utilize the benefits provided by the size of the facilities and the expertise of its Dutch and Israeli teams. The third quarter also reflects the improvements and increased efficiency of the Company’s biogas facilities in

the Netherlands

, which are working in line with the Company’s production targets and business plan.

Last week

Hemi Raphael

, who was an active Board member of the Company from 2006 until recently, passed away. Hemi was instrumental in the success and development of the Company throughout the years, and contributed to every aspect of the Company’s business and operations, including the Company’s holdings in Dorad, the acquisition of the Company’s operating assets and the development of the Company’s long-term strategy. He will be greatly missed.”

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 860MW, 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
  
  ;
• Groen Gas Goor B.V., Groen Gas Oude-Tonge B.V. and Groen Gas Gelderland B.V., project companies operating anaerobic digestion plants in the
  
  Netherlands
  
  , with a green gas production capacity of approximately 3 million, 3.8 million and 9.5 million (with a license to produce 7.5 million) Nm3 per year, respectively;
• 75% of Ellomay Pumped Storage (2014) Ltd. (including 6.67% that are held by a trustee in trust for us and other parties), which is involved in a project to construct a 156 MW pumped storage hydro power plant in the Manara Cliff,
  
  Israel
  
  .

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 the impact of the Covid-19 pandemic on the Company’s operations and projects, including in connection with steps taken by authorities in countries in which the Company operates, changes in the market price of electricity and in demand, 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) and in the price of oil, 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]

Information for the


Company’s


Debenture Holders

Pursuant to the Deeds of Trust governing the Company’s Series 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 submitted to the Securities and Exchange Commission on

April 7, 2020

.

Net Financial Debt

As of

September 30, 2020

, the Company did not have a Net Financial Debt, as the calculation of Net Financial Debt (as such term is defined in the Deeds of Trust of the Company’s Debentures), resulted in a negative amount (i.e., an excess of assets over liabilities) of approximately €(19.3) million (consisting of approximately €194.1 million of short-term and long-term debt from banks and other interest bearing financial obligations and approximately €43.1 million in connection with the Series B Debentures issuance (in

March 2017

) and the Series C Debentures issuance (in

July 2019

), net of approximately €62.7 million of cash and cash equivalents, short-term deposits and marketable securities and net of approximately €193.8* million of project finance and related hedging transactions of the Company’s subsidiaries).

* The project finance amount deducted from the calculation of Net Financial Debt includes project finance obtained from various sources, including financing entities and the minority shareholders in project companies held by the Company (provided in the form of shareholders’ loans to the project companies).

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, 2020

. 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

September 30, 2020

was 36.8%.

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, 2020

, 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 €126.3 million and (ii) the Company did not have a Net Financial Debt. In the event the Company does not have a Net Financial Debt the calculation of the two covenants that are based on Net Financial Debt (i.e., the ratio of the Company’s Net Financial Debt to the Company’s CAP, Net (defined as the Company’s consolidated shareholders’ equity plus the Net Financial Debt) and the ratio of the Company’s Net Financial Debt to the Company’s Adjusted EBITDA

⁽¹⁾

), becomes irrelevant and the Company is therefore in compliance with such covenants.

^{______________________________________________}

⁽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 profit and the Adjusted EBITDA for the four-quarter period ended

September 30, 2020

*:

___________________________________

* As noted above, the Company is in compliance with the covenant with respect to the ratio of Net Financial Debt to Adjusted EBITDA as the Company does not have a Net Financial Debt as of the end of the period. Therefore, the Adjusted EBITDA calculation above is provided for convenience and consistency purposes only.

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SOURCE Ellomay Capital Ltd