TEL AVIV, Israel

,

June 24, 2021

/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 unaudited financial results for the three month period ended

March 31, 2021

.

Financial Highlights

• Revenues were approximately €7.2 million for the three months ended
  
  March 31, 2021
  
  , compared to approximately €1.9 million for the three months ended
  
  March 31, 2020
  
  . This increase is mainly attributable to the achievement of PAC (Preliminary Acceptance Certificate) of the Talasol photovoltaic facility (the ”
  
  Talasol PV Plant
  
  “) on
  
  January 27, 2021
  
  , upon which the Company commenced recognition of revenues. The increase also resulted from the acquisition of the Groen Gas Gelderland B.V. biogas facility (the ”
  
  Gelderland Biogas Plant
  
  “) in
  
  December 2020
  
  and improved operational efficiency at the Company’s biogas plants in
  
  the Netherlands
  
  .
• Operating expenses were approximately €3.2 million for the three months ended
  
  March 31, 2021
  
  , compared to approximately €1.1 million for the three months ended
  
  March 31, 2020
  
  . Depreciation expenses were approximately €3.1 million for the three months ended
  
  March 31, 2021
  
  , compared to approximately €0.7 million for the three months ended
  
  March 31, 2020
  
  .
  
  
  The increase in operating expenses and in depreciation expenses is mainly attributable to the achievement of PAC of the Talasol PV Plant on
  
  January 27, 2021
  
  
  
  and the Gelderland Biogas Plant acquisition in
  
  December 2020
  
  .
• Project development costs were approximately €0.5 million for the three months ended
  
  March 31, 2021
  
  , compared to approximately €1.8 million for the three months ended
  
  March 31, 2020
  
  . The decrease in project development costs is mainly due to capitalization of expenses in connection with the pumped-hydro storage project in the Manara Cliff commencing the fourth quarter of 2020.
• General and administrative expenses were approximately €1.3 million for the three months ended
  
  March 31, 2021
  
  , compared to approximately €1.1 million for the three months ended
  
  March 31, 2020
  
  . There was no material change in the composition of the expenses included in general and administrative expenses between the two periods.
• Share of profits of equity accounted investee, after elimination of intercompany transactions, was approximately €0.6 million for the three months ended
  
  March 31, 2021
  
  , compared to approximately €1.3 million for the three months ended
  
  March 31, 2020
  
  . The decrease in the Company’s share of profit of equity accounted investee is mainly attributable to the decrease in Dorad Energy Ltd.’s revenues.
• Financing expenses, net were approximately €2.8 million for the three months ended
  
  March 31, 2021
  
  , compared to approximately €0.4 million for the three months ended
  
  March 31, 2020
  
  . The increase in financing expenses, net, was mainly attributable to €0.8 million of expenses due to the early repayment of the Company’s Series B Debentures and financing expenses in connection with the Talasol PV Plant previously capitalized to fixed assets that are recognized in profit and loss starting from PAC.
• Tax benefits were approximately €0.3 million for the three months ended
  
  March 31, 2021
  
  , compared to taxes on income of approximately €0.1 million for the three months ended
  
  March 31, 2020
  
  .
• Loss for the three months ended
  
  March 31, 2021
  
  was approximately €2.7 million, compared to a loss of approximately €1.9 million for the three months ended
  
  March 31, 2020
  
  .
• Total other comprehensive loss was approximately €2.4 million for the three months ended
  
  March 31, 2021
  
  , compared to other comprehensive income of approximately €14 million for the three months ended
  
  March 31, 2020
  
  . The decrease in total other comprehensive income mainly resulted from changes in fair value of cash flow hedges.
• Total comprehensive loss was approximately €5 million for the three months ended
  
  March 31, 2021
  
  , compared to total comprehensive income of approximately €12.1 million for the three months ended
  
  March 31, 2020
  
  .
• EBITDA was approximately €2.9 million for the three months ended
  
  March 31, 2021
  
  , compared to EBITDA loss of approximately €(0.6) million for the three months ended
  
  March 31, 2020
  
  . See the table on page 12 of this press release for a reconciliation of these numbers to profit and loss.
• Net cash provided by
  
  
  operating activities was approximately €1.3 million for the three months ended
  
  March 31
  
  , 202
  
  1
  
  , compared to net cash used in operating activities of approximately €0.
  
  5
  
  million for the three months ended
  
  March 31
  
  , 20
  
  20
  
  . The increase is mainly attributable to the achievement of PAC of the Talasol PV Plant on
  
  January 27, 2021
  
  
  
  and the Gelderland Biogas Plant acquisition in
  
  December 2020
  
  .
• As of
  
  June 1, 2021
  
  , the Company held approximately €78 million in cash and cash equivalents and approximately €9.8 million in restricted short-term and long-term cash.

CEO Review – First Quarter of 2021

The financial results for the first quarter of 2021 included first time results of the Talasol PV Plant (300 MW photovoltaic plant in

Spain

) and the Gelderland Biogas Plant (which has a green gas production license of 7.5 million Nm3 per year). The results of the quarter reflect an increase of approximately 270% in revenues and net cash from operating activities changed from loss in the first quarter of 2020 to profit.

During the first quarter the pumped hydro-storage project in the Manara Cliff,

Israel

(156MWh with an aggregate storage capacity of approximately 1,900 MWh), achieved financial closing and as of today the building works have commenced. In addition, we received the construction permits for the Ellomay Solar project (28 MW photovoltaic plant in

Spain

) and the building works are in progress.

In parallel to the operations of the existing portfolio and the management of the projects under construction, the Company is advancing the development of a pipeline of photovoltaic projects in

Spain

,

Italy

and

Israel

, which includes approximately 479 MW in advanced development stages and approximately 850 MW in preliminary development stages.

Talasol PV Plant (300 MW photovoltaic plant in

Spain

)

The proceeds from sale of electricity during the first quarter were approximately €4.1 and in line with the higher projected revenues for the first quarter of 2021. Based on applicable accounting rules, an amount of approximately €1 million of such proceeds (which represents revenues from the sale of electricity prior to

January 27, 2021

(the date in which the Talasol PV Plant achieved PAC)) was not recognized as revenues and was capitalized and deducted from the cost of construction. The Adjusted FFO of the Talasol PV Plant for the quarter was approximately €1.8 million (including the period prior to

January 27, 2021

of which the results were capitalized in accordance with applicable accounting rules). The efficiency of the Talasol PV Plant during the first quarter of 2021 was approximately 88.43%, compared to the constructor’s contractual undertaking for a minimal efficiency of 76.95%.

Biogas Segment –

the Netherlands

During the first quarter of 2021, the Company successfully completed the integration of the  Gelderland Biogas Plant. This plant is equal in size to the two other plants owned by the Company (combined) and is characterized by advanced manufacturing equipment. The existing equipment enables an increase of approximately 20% of production (subject to receipt of required permits) and the plant includes additional land owned by the project company which will enable additional expansion. The biogas segment of the Company produced revenues of approximately €3.1 million and contributed approximately €0.6 million of FFO during the first quarter of 2021. The Company has a plan for additional improvements and enhancements underway that includes improvements in the processes and the expansion of existing facilities.

Photovoltaic Segment in

Spain

(7.9 MW subsidized by

Spain

)

The results of these plants for the first quarter of 2021 were in line with the expectations and contributed revenues of approximately €0.8 million and FFO of approximately €0.7 million.

Talmei Yosef PV Plant (9 MW photovoltaic plant in

Israel

)

The results of the Talmei Yosef PV Plant for the first quarter of 2021 were in line with the expectations and contributed adjusted revenues of approximately €0.8 million (adjusted to present the revenues based on the fixed asset model and not as a financial asset under IFRIC 12) and Adjusted FFO of approximately €0.5 million.

Dorad Power Plant (9.375% indirectly owned by the Company)

The results of the Dorad power plant for the first quarter of 2021 were in line with expectations. The Company’s share of the net profit was approximately €0.62 million.

The 2021 first quarter’s results of the Company, taking into account the results of the Talasol PV Plant for the period until

January 27, 2021

that was not recognized in profit and loss, support the annual projections included in the Company’s investor presentation published in

May 2021

.

The Company’s PV operations, including the Talasol PV Plant, are affected by seasonality. The first quarter is characterized by lower radiation resulting in relatively lower revenues. Therefore, the second quarter’s revenues of the Company’s PV operations are expected to be significantly higher. For example, commencing

April 1, 2021

and until today, the Talasol PV Plant produced revenues in the amount of approximately €9 million.

The financing expenses for the quarter included the cost of the early repayment of the Company’s Series B debentures and the settlement of the related hedging transactions for an aggregate cost of approximately €1.1 million and its exchange for the Series C debentures that bear a lower interest rate will in the future compensate for the cost of the early repayment.

Use of NON-IFRS Financial Measures

EBITDA, FFO and Adjusted FFO are non-IFRS measures. EBITDA is defined as earnings before financial expenses, net, taxes, depreciation and amortization and FFO (funds from operations) and Adjusted FFO are calculated by adding depreciation and amortization expenses to operating profit (loss) and deducting interest expenses on loans. The Company uses the terms “Adjusted FFO” to highlight the fact that the Company presents the revenues from the Talmei Yosef PV Plant under the fixed asset model and not under IFRIC 12 and includes the financial results of the Talasol PV plant for the period prior to achievement of PAC that were not recognized in the profit and loss statement based on accounting rules. The Company presents these measures in order to enhance the understanding of the Company’s operating performance and to enable comparability between periods. While the Company considers these non-IFRS measures to be important measures of comparative operating performance, these non-IFRS measures 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. These non-IFRS measures do not take into account the Company’s commitments, including capital expenditures and restricted cash and, accordingly, are not necessarily indicative of amounts that may be available for discretionary uses. In addition, Adjusted FFO does not represent and is not an alternative to cash flow from operations as defined by IFRS and is not an indication of cash available to fund all cash flow needs, including the ability to make distributions. Not all companies calculate EBITDA, FFO or Adjusted FFO in the same manner, and the measures as presented may not be comparable to similarly-titled measures presented by other companies. The Company’s actual EBITDA, FFO and Adjusted FFO may not be indicative of the Company’s historic operating results; nor is it meant to be predictive of potential future results. The Company uses these measures internally as performance measures and believes that when these measures are combined with IFRS measures they add useful information concerning the Company’s operating performance. A reconciliation between results on an IFRS and non-IFRS basis is provided on page 12 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 owns 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;
• 83.333% of Ellomay Pumped Storage (2014) Ltd., 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]

___________

[1] The Talmei Yosef PV Plant located in

Israel

is presented under the fixed asset model and not under the financial asset model as per IFRIC 12.

[2] Not including an amount of approximately €1 million of proceeds from the sale of electricity prior to

January 27, 2021

(the date in which the Talasol PV Plant achieved PAC).

Information for the Company’s Debenture Holders

Pursuant to the Deeds of Trust governing the Company’s Series C and Series D 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

March 31, 2021

and below.

Net Financial Debt

As of

March 31, 2021

, 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 €(1.2) (consisting of approximately €242.8[1] million of short-term and long-term debt from banks and other interest bearing financial obligations, approximately €103.8[2] million in connection with the Series C Debentures issuances (in

July 2019

,  October 2020 and

February 2021

) and Series D Debentures issuance (in

February 2021

), net of approximately €105 million of cash and cash equivalents, short-term deposits and marketable securities and net of approximately €242.8[3] million of project finance and related hedging transactions of the Company’s subsidiaries).

___________

[1]


Short-term and long-term debt from banks and other interest bearing financial obligations amount provided above, includes an amount of approximately €12.3 million costs associated with such debt, which was capitalized and therefore offset from the debt amount that is recorded in the Company’s balance sheet.

[2]


Debentures amount provided above, includes an amount of approximately €2.5 million associated costs, which was capitalized and therefore offset from the debentures amount that is recorded in the Company’s balance sheet.

[3]


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 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

March 31, 2021

, 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 approximately €123.8 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.

The following is a reconciliation between the Company’s loss and the Adjusted EBITDA (as defined in the Series C Deed of Trust) for the four-quarter period ended

March 31

, 2021[2]:

___________

[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 PV Plant, 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.”

[2]


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.

Information for the Company’s Series D Debenture Holders

The Deed of Trust governing the Company’s Series D Debentures includes an undertaking by the Company to maintain certain financial covenants, whereby a breach of such financial covenants for the periods set forth in the Series D Deed of Trust is a cause for immediate repayment. As of

March 31, 2021

, the Company was in compliance with the financial covenants set forth in the Series D Deed of Trust as follows: (i) the Company’s Adjusted Shareholders’ Equity (as defined in the Series D Deed of Trust) was approximately €118.3 million and (ii) the Company did not have a Net Financial Debt. The Series D Deed of Trust provides that in the event the result of calculation of the Company’s Net Financial Debt is a negative amount, the Company is and will be considered to have met the financial covenants that are based on the Net Financial Debt (i.e., the ratio of the Net Financial Debt to the Company’s CAP, Net and the ratio of the Company’s Net Financial Debt to the Company’s Adjusted EBITDA[8]).

The following is a reconciliation between the Company’s loss and the Adjusted EBITDA (as defined in the Series D Deed of Trust) for the four-quarter period ended

March 31

, 2021[9]:

___________

[1]


The term “Adjusted EBITDA” is defined in the Series D 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 PV Plant, are calculated based on the fixed asset model and not based on the financial asset model (IFRIC 12), and before share-based payments, when the data of assets or projects whose Commercial Operation Date (as such term is defined in the Series D Deed of Trust) occurred in the four quarters that preceded the relevant date will be calculated based on Annual Gross Up (as such term is defined in the Series D Deed of Trust). The Series D 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 D 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.”

[2]


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.

[3]


The adjustment is based on the results of the Talasol Project since

January 27, 2021

and of the biogas plant in Gelderland since

January 1, 2021

. The results of the biogas plant in Gelderland were not included in the profit and loss statement of the Company for the year ended

December 31, 2020

.

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SOURCE Ellomay Capital Ltd