Ellomay Capital Reports Results for the Fourth Quarter and Full Year of 2019

TEL AVIV, Israel, March 31, 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 fourth quarter and year ended December 31, 2019.

Financial Highlights

• The Company recorded revenues of approximately €19 million for the year ended December 31, 2019, up 5% from approximately €18.1 million for the year ended December 31, 2018. The revenueincrease is mainly due to the commencement of operations of the Company's waste-to-energy project in Oude Tonge, the Netherlands in June 2018 and relatively higher levels of radiation in Italy during 2019 compared to 2018.
• Operating expenses were approximately €6.6 million for the year ended December 31, 2019, compared to approximately €6.3 million for the year ended December 31, 2018. The increase in operating expenses is mainly attributable to additional operating expenses from the commencement of operations at the Company's waste-to-energy project in Oude Tonge, the Netherlands. Depreciation and amortization expenses were approximately €6.4 million for the year ended December 31, 2019, compared to approximately €5.8 million for the year ended December 31, 2018.
• Project development costs were approximately €4.2 million for the year ended December 31, 2019, compared to approximately €2.9 million for the year ended December 31, 2018. The increase in project development costs is mainly attributable to consultancy expenses for the planned construction of a 156 MW pumped storage hydro power plant in the Manara Cliff, Israel.
• General and administrative expenses were approximately €3.8 million for the year ended December 31, 2019, compared to approximately €3.6 million for the year ended December 31, 2018 due to a slight increase in labor and consultancy expenses.
• Share of profits of equity accounted investee, after elimination of intercompany transactions, was approximately €3.1 million in the year ended December 31, 2019, compared to approximately €2.5 million in the year ended December 31, 2018. The increase in the Company's share of profit of equity accounted investee is mainly attributable to an increase in sales of electricity by Dorad and to lower financial expenses incurred by Dorad as a result of the CPI indexation of loans from banks and related parties.
• Other expenses, net for the year ended December 31, 2019 were approximately €2.1 million, compared to other income, net of approximately €0.9 million in the year ended December 31, 2018. During 2019 the Company recorded expenses in the amount of approximately €2.1 million in connection with the announcement received from Gestore dei Servizi Elettrici ("GSE") Italy's energy regulation agency, by one of the Company's Italian subsidiaries, claiming alleged non-compliance of the installed modules with the required certifications under the applicable regulation and raising the need to examine incentive eligibility implications (the "GSE Claim"). On December 20, 2019, the Company sold its holdings in this subsidiary. The Sale and Purchase Agreement governing the sale of the subsidiary provided for of up to €2.1 million of indemnification in connection with the GSE Claim and the Company recorded this potential payment as other expenses.
• On December 20, 2019, in connection with the sale of ten Italian indirect wholly-owned subsidiaries of the Company, which own twelve photovoltaic plants with an aggregate nominal capacity of approximately 22.6 MW, the Company recorded a capital gain in the amount of approximately €18.8 million. The agreed purchase price was €41 million for the cutoff date of December 31, 2018 and adjusted in connection with funds received by the Company from the Italian Subsidiaries during 2019 (approximately €2.3 million), resulting in a cash purchase price of approximately €38.7 million.
• Financing expenses, net was approximately €8.2 million for the year ended December 31, 2019, compared to approximately €2.1 million for the year ended December 31, 2018. The increase in financing expenses was mainly due to: (i) expenses in connection with exchange rate differences amounting to approximately €2 million in the twelve months ended December 31, 2019, mainly in connection with the Company's NIS denominated Debentures, the loan to an equity accounted investee and cash and cash equivalents, caused by the 9.6% devaluation of the euro against the NIS during this period, compared to income in connection with exchange rate differences amounting to approximately €0.7 million in the twelve months ended December 31, 2018 (ii) charges of approximately €2 million recorded in 2019 in connection with the early repayment of the entire outstanding principal of the Company's Series A Debentures, and (iii) an increase of approximately €0.5 million in interest and swap expenses mainly as a result of the financing transaction entered in March 2019 by four Spanish indirect wholly-owned subsidiaries and as a result of expenses recorded in connection with the swap transaction entered by the Italian subsidiaries that were sold on December 20, 2019.
• Tax benefit was approximately €0.3 million in the year ended December 31, 2019, compared to taxes on income of approximately €0.2 million in the year ended December 31, 2018. The change is due to deferred taxes arising from timing differences in depreciation expenses in connection with the Talasol Project.
• Net profit was approximately €9.8 million in the year ended December 31, 2019, compared to net loss of approximately €0.6 million for the year ended December 31, 2018.
• Net profit per sharewas approximately €1.09 in the year ended December 31, 2019, compared to approximately €0.1 for the year ended December 31, 2018.
• Total other comprehensive income was approximately €1.3 million for the year ended December 31, 2019, compared to total other comprehensive loss of approximately €1.2 million in the year ended December 31, 2018. The change was mainly due to changes in fair value of cash flow hedges and from foreign currency translation differences on New Israeli Shekel denominated operations, as a result of fluctuations in the euro/NIS exchange rates.
• Total comprehensive profit was approximately €10.3 million in the year ended December 31, 2019, compared to total comprehensive loss of approximately €0.5 million in the year ended December 31, 2018.
• EBITDA was approximately €24.1 million for the year ended December 31, 2019 (including €18.8 million capital gain recorded in connection of the sale of Italian subsidiaries), compared to approximately €8.7 million for the year ended December 31, 2018.
• Net cash from operating activities was approximately €3.7 million for the year ended December 31, 2019, compared to approximately €6.6 million for the year ended December 31, 2018.
• As of March 1, 2020, the Company held approximately €59.4 million in cash and cash equivalents , approximately €2.2 million in marketable securities and approximately €10.1 million in restricted long-term cash.
• On March 30, 2020, the Company's Board of Directors approved a plan to repurchase the Company's debentures in an aggregate amount of up to NIS 15 million for a six month period. The timing, volume and nature of repurchases will be at the sole discretion of management and will depend on market conditions, the price and availability of the Company's debentures, and other factors. No assurance can be given that any particular amount of debentures will be repurchased and the repurchase plan does not obligate the Company to acquire a specific amount of debentures in any period.

Ran Fridrich, CEO and a board member of Ellomay, commented: "2019 was marked with substantial accomplishments for Ellomay Capital. The Talasol project reached financial closing and we added two equity partners to the project that acquired 49% of the holdings at a premium. In addition, as of the today, construction is progressing according to the business plan. We acquired the minority holdings in the Netherlands biogas projects and as of today the results of such projects are in line with the business plan objectives. Further improvements are planned for implementation in the near future and we expect that these improvements will improve the results beyond the basic business plan.

The Company sold its yielding PV assets portfolio in Italy, generating a capital gain from the sale of approximately €19 million.

We obtained long-term project financing for the PV yielding assets in Spain under good terms while generating value to such assets.

We completed an early repayment of our Series A debentures (in the amount approximately NIS 80 million).

In addition, the Company entered into agreements for the development of new PV projects in Italy and Spain of approximately 550 MW and as of today the development process is progressing as planned.

The year ended with a profit attributable to the Company's owners of approximately €12 million. Shareholders' equity attributed to Company owners increased by approximately €28 million. Such equity will enable the Company to enter the challenging period ahead in the best possible way. We are following the global events and the impact of COVID-19 on the economy and specifically on the Company's operations. We cannot at this point assess whether and how the Company's operations and assets will be impacted by the crisis."

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 850MW, 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;
• 100% of Groen Gas Goor B.V. and of Groen Gas Oude-Tonge B.V., project companies developing anaerobic digestion plants with a green gas production capacity of approximately 375 Nm3/h, in Goor, the Netherlands and 475 Nm3/h, in Oude Tonge, the Netherlands, 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.

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. Ellomay believes 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, we believe 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 the Company's forward-looking statements, including the impact of COVID-19 virus on the Company's operations and projects, including in connection with steps taken by authorities in countries in which the Company operates, 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, changes in demand and technical and other disruptions in the operations or construction of the power plants owned by the Company in addition to other risks and uncertainties associated with the Company's business that 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.

^{* Reclassified (Reclassification of €3,338 thousand deposit from short-term to long-term restricted cash and deposits to reflect more appropriately the nature and the commitments such deposit is intended to secure)
** Convenience translation into US$ (exchange rate as at December 31, 2019: euro 1 = US$ 1.122)}

^{* Convenience translation into US$ (exchange rate as at December 31, 2019: euro 1 = US$ 1.122)}

^{* Convenience translation into US$ (exchange rate as at December 31, 2019: euro 1 = US$ 1.122)}

^{* Convenience translation into US$ (exchange rate as at December 31, 2019: euro 1 = US$ 1.122)}

^{* Convenience translation into US$ (exchange rate as at December 31, 2019: euro 1 = US$ 1.122)}

Information for the Company's Debenture Holders

Pursuant to the Deeds of Trust governing the Company's Series A, 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 and "Liquidity and Capital Resources" under Exhibit 99.3 of a Form 6-K submitted to the Securities and Exchange Commission on September 25, 2019.

Net Financial Debt

As of December 31, 2019, the Company's Net Financial Debt (as such term is defined in the Deeds of Trust of the Company's Debentures) was approximately €66.6 million (consisting of approximately €100.8 million of short-term and long-term debt from banks and other interest bearing financial obligations and approximately €71.6 million in connection with the Series A Debentures issuances (in January and September 2014), the Series B Debentures issuance (in March 2017) and the Series C Debentures issuance (in July 2019), net of approximately €53.2 million of cash and cash equivalents, short-term deposits and marketable securities and net of approximately €52.6 million of project finance and related hedging transactions of the Company's subsidiaries).

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 December 31, 2019. 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 December 31, 2019 was 36.5%.

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 December 31, 2019, 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 €107.6 million, (ii) the ratio of the Company's Net Financial Debt (as set forth above) to the Company's CAP, Net (defined as the Company's consolidated shareholders' equity plus the Net Financial Debt was 38.2% and (iii) the ratio of the Company's Net Financial Debt to the Company's Adjusted EBITDA⁽¹⁾ was 2.5.

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⁽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 net profit (loss) and the Adjusted EBITDA for the four-quarter period ended December 31, 2019:

Contact:

Kalia Weintraub
CFO
Tel: +972-(3)-797-1111
Email: hilai@ellomay.com 

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SOURCE Ellomay Capital Ltd.