Bay Street News

Ellomay Capital Reports Results for the Three and Six Months Ended June 30, 2024

TEL-AVIV, Israel, Sept. 30, 2024 (GLOBE NEWSWIRE) — Ellomay Capital Ltd. (NYSE American; TASE: ELLO) (“Ellomay” or the “Company”), a renewable energy and power generator and developer of renewable energy and power projects in Europe, Israel and the USA, today reported unaudited financial results for the three and six month periods ended June 30, 2024.

Financial Highlights

Financial Overview for the Six Months Ended June 30, 2024

CEO Review Second Quarter 2024

Revenues in the first half of 2024 were approximately €19.5 million, compared to revenues of approximately €25 million in the corresponding half last year. The decrease in revenues in an amount of approximately €5.5 million was mainly due to the electricity prices in Spain, which were low and even sometimes negative during the months of March, April and May 2024. During June 2024 the prices started increasing and during July and august 2024 the prices continued to rise sharply.

Operating expenses in the first half of 2024 decreased by approximately €2.3 million compared to the corresponding half last year. Project development expenses in the first half of 2024 increased by approximately €0.1 million compared to the corresponding half last year. Project development expenses for the first half of 2024 included non-recurring expenses of approximately €0.5 million in connection with the cancellation of a guarantee. Excluding such non-recurring expenses, there was a decrease in project development expenses.

Activity in Spain:

In May 2024, the Ellomay Solar project (capacity of 28 MW) reached financial closing of project finance in the amount of €10 million for 16 years at an annual interest rate, fixed through an interest rate swap deal, of approximately 5.5%. After receiving the financing, the majority of the investment in the project was returned.

In the first half of 2024, the Company experienced a trend of a strong decrease in electricity prices in Europe, with the exception of Italy where prices remained stable. The decrease in electricity prices in Spain was approximately 70% compared to the corresponding half in 2023. The most significant decrease was in March, April and May 2024, in which prices decreased by approximately 90% compared to the corresponding months in 2023. The prices picked up in mid-June 2024 and sharply increased in July and August 2024. The main reasons for the decrease in prices in Spain during the first half of 2024 are the relatively warm winter by approximately 6 to 8 degrees (Celsius) above the average on the one hand, and substantial rainfall that caused a sharp increase in hydroelectric power generation on the other hand, when in March alone the power generation from hydro sources jumped from 2,000 GW in the corresponding month in 2023 to 4,700 GW and in April the power generation from hydro sources almost tripled compared to the corresponding month last year. The high output of hydroelectricity also caused a corresponding decrease in the prices of green certificates. A return to normative prices was recorded only in June 2024. In the Company’s estimation this is an unusual event that affected the entire electricity sector in Europe.

Despite the significant drop in electricity prices in Spain, the Company’s revenues from the sale of electricity in Spain for the first half of 2024 did not decrease at the same rate, and stood at approximately €11 million, compared to revenues of approximately €16.2 million in the corresponding half last year. The main reason for the significant drop in electricity prices in Spain not fully impacting the Company’s revenues is that most of the electricity the Company sells in Spain is under a long-term PPA.

Activity of Dorad:

In the first half of 2024, the Dorad power plant recorded an increase in profit, with net profit of approximately NIS 96.3 million, an increase of approximately NIS 21.5 million compared to the corresponding half last year. The Dorad power station received the approval of the National Infrastructures Committee and a positive connection survey to increase the capacity by an additional 650 MW.

Activity in the USA:

In the USA, the development and construction activities of solar projects are progressing at a rapid pace and the construction of the first four projects, with a total capacity of approximately 49 MW, began in early 2024. Completion of construction and connection to the grid of two projects (in an aggregate capacity of approximately 27 MW) is expected by the end of 2024 and of the other two projects (in an aggregate capacity of approximately 22 MW) is expected in early 2025. Additional projects with an aggregate capacity of approximately 30-40 MW are under development and are intended for construction in 2025. The Company executed an agreement to sell the tax credits of the first four projects for approximately $19M.

Activity in Italy:

The Company has a portfolio of 462 MW solar projects in Italy of which 20 MW are operating, 18 MW are under construction, 195 MW are ready to build and 229 MW are under advanced development. The construction of a solar project with a capacity of approximately 18 MW (ELLO 10) is expected to be completed in November 2024, this is in addition to solar projects with a capacity of approximately 20 MW that were gradually connected to the grid during February-May 2024. Therefore, the increase in income from the sale of electricity in Italy will be reflected mainly in the second half of 2024. The construction prices of solar projects in Italy are declining from record levels of approximately €900 thousand per MW to approximately €675 thousand as of today, and the trend may continue. The Company is negotiating with the contractor for construction agreements adjusted to the new market prices for 160 MW that are ready to build, and these agreements are expected to be executed by the end of the year.

New legislation in Italy prohibits the establishment of new projects on agricultural land. This prohibition increases the value of the Company’s portfolio, which is not subject to the prohibition or located on agricultural land. The Company estimates that new possibilities are emerging for obtaining a PPA in Italy, therefore it is expected that project financing will be possible more easily and at lower costs.

The Company executed a commitment letter and term sheet with a European institutional investor for a financing transaction for solar projects with an aggregate capacity of approximately 200 MW. The financing is for 23 years at a fixed interest rate. The parties are in the process of due diligence and negotiation on the agreement, and the final financing agreement is expected to be executed by the end of 2024.

Considering these developments, and the decrease in construction costs, the Company believes that its decision to slow down the pace of construction commencements to meet lower construction and financing costs was correct. Electricity prices in Italy maintain a stable level. Italy is the only country in Europe where no negative electricity prices were recorded. The main reason is local gas-based electricity generation, and no change is expected in the short and medium term.

Activity in Israel:

The Manara Cliff Pumped Storage Project (Company’s share is 83.34%): A project with a capacity of 156 MW, which is in advanced construction stages. The Iron Swords War, which commenced on October 7, 2023, stopped the construction work on the project. The project has protection from the state for damages and losses due to the war within the framework of the tariff regulation (covenants that support financing). The project was expected to reach commercial operation during the first half of 2027 and the continuation of the Iron Swords war will cause a delay in the date of activation. The Israeli Electricity Authority currently approved a postponement of ten months of the dates for the project. In August 2024, a hearing was published in connection with an additional extension of six months (for an aggregate extension of 16 months). The Company and its partner in the project, Ampa, invested the equity required for the project (other than linkage differences), and the remainder of the funding is from a consortium of lenders led by Mizrahi Bank, at a scope of approximately NIS 1.18 billion.

Development of Solar licenses combined with storage:

  1. The Komemiyut and Qelahim Projects: each intended for 21 solar MW and 50 MW / hour batteries. The sale of electricity will be conducted through a private supplier. Commencement of construction is planned for the first quarter of 2025.
    The Company waived the rights it won in a solar / battery tender process in connection with these projects and therefore paid a forfeiture of guarantee in the amount of NIS 1.8 million and is in advanced negotiations with a local supplier for the execution of a long-term PPA.
  2. The Talmei Yosef Project: intended for 10 solar MW and 22 MW / hour batteries. The request for zoning approval was approved in the fourth quarter of 2023.
  3. The Talmei Yosef Storage Project in Batteries: there is a zoning approval for approximately 400 MW / hour. The project is designed for the regulation of high voltage storage.

The Company also has approximately 46 solar MW under preliminary planning stages.

Activity in the Netherlands:

During the first half of 2024, the operational improvement in the Company’s biogas plants continued and high production levels were maintained. In addition, significant progress was made in the process of obtaining the licenses to increase production by about 50% in the three plants. Increasing production will require only small investments and is expected to increase income and EBITDA. The directive of the European Union to act to significantly increase the production of greed gas and the establishment of the new government in the Netherlands enable the continuation of the legislative process mandating the obligation to mix green gas with fossil gas and the conclusion of the legislative process is expected soon. This legislation is expected to have a positive effect on the prices of green gas and the price of the accompanying green certificates.

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 operating 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 measure presented by other companies. The Company’s EBITDA 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 this measure internally as performance measure and believes that when this measure is combined with IFRS measure it add useful information concerning the Company’s operating performance. A reconciliation between results on an IFRS and non-IFRS basis is provided on page 15 of this press release.

About Ellomay Capital Ltd.

Ellomay is an Israeli based company whose shares are listed on the NYSE American and 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, USA 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, Spain, the Netherlands and Texas, USA, including:

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 changes in electricity prices and demand, continued war and hostilities in Israel and Gaza, regulatory changes, including extension of current or approval of new rules and regulations increasing the operating expenses of manufacturers of renewable energy in Spain, increases in interest rates and inflation, 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, the impact of continued military conflict between Russia and Ukraine, technical and other disruptions in the operations or construction of the power plants owned by the Company and general market, political and economic conditions in the countries in which the Company operates, including Israel, Spain, Italy and the United States. 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 Rubenbach (Weintraub)
CFO
Tel: +972 (3) 797-1111
Email: hilai@ellomay.com

Ellomay Capital Ltd. and its Subsidiaries

Condensed Consolidated Interim Statements of Financial Position

    June 30,
2024
    December 31,
2023
    June 30,
2024
 
    Unaudited     Audited     Unaudited  
    € in thousands     Convenience Translation into US$ in thousands*  
Assets                  
Current assets:                  
Cash and cash equivalents     56,044       51,127       59,938  
Short term deposits     2,487       997       2,660  
Restricted cash     729       810       780  
Intangible asset from green certificates     214       553       229  
Trade and other receivables     13,540       11,717       14,481  
Derivatives asset short-term     1,096       275       1,172  
Assets of disposal groups classified as held for sale           28,297        
      74,110       93,776       79,260  
Non-current assets                        
Investment in equity accounted investee     33,532       31,772       35,862  
Advances on account of investments     952       898       1,018  
Fixed assets     443,151       407,982       473,944  
Right-of-use asset     32,594       30,967       34,859  
Restricted cash and deposits     17,340       17,386       18,545  
Deferred tax     7,480       8,677       8,000  
Long term receivables     11,652       10,446       12,462  
Derivatives     13,971       10,948       14,942  
      560,672       519,076       599,632  
Total assets     634,782       612,852       678,892  
                         
Liabilities and Equity                        
Current liabilities                        
Current maturities of long-term bank loans     10,253       9,784       10,965  
Current maturities of long-term loans     5,000       5,000       5,347  
Current maturities of debentures     33,993       35,200       36,355  
Trade payables     23,657       5,249       25,303  
Other payables     11,361       10,859       12,150  
Current maturities of derivatives           4,643        
Current maturities of lease liabilities     757       700       810  
Liabilities of disposal groups classified as held for sale           17,142        
      85,021       88,577       90,930  
Non-current liabilities                        
Long-term lease liabilities     25,619       23,680       27,399  
Long-term bank loans     245,245       237,781       262,286  
Other long-term loans     29,303       29,373       31,339  
Debentures     117,392       104,887       125,549  
Deferred tax     2,587       2,516       2,767  
Other long-term liabilities     2,113       939       2,260  
Derivatives     25             27  
      422,284       399,176       451,627  
Total liabilities     507,305       487,753       542,557  
                         
Equity                        
Share capital     25,613       25,613       27,393  
Share premium     86,220       86,159       92,211  
Treasury shares     (1,736 )     (1,736 )     (1,857 )
Transaction reserve with non-controlling Interests     5,697       5,697       6,093  
Reserves     7,004       4,299       7,491  
Accumulated deficit     (6,471 )     (5,037 )     (6,921 )
Total equity attributed to shareholders of the Company     116,327       114,995       124,410  
Non-Controlling Interest     11,150       10,104       11,925  
Total equity     127,477       125,099       136,335  
Total liabilities and equity     634,782       612,852       678,892  

* Convenience translation into US$ (exchange rate as at June 30, 2024: euro 1 = US$ 1.069)

Ellomay Capital Ltd. and its Subsidiaries

Condensed Consolidated Interim Statements of Profit or Loss and Other Comprehensive Income (Loss)

    For the Three months ended
June 30,
    For the Six months ended
June 30,
    For the
year ended
December 31,
    For the
six months ended
June 30,
 
    2024     2023*     2024     2023*     2023     2024  
    Unaudited     Audited     Unaudited  
    €in thousands (except per share data)     Convenience Translation
into US$**
 
Revenues     11,213       13,266       19,456       24,999       48,834       20,808  
Operating expenses     (4,960 )     (5,477 )     (9,523 )     (11,845 )     (22,861 )     (10,185 )
Depreciation and amortization expenses     (4,176 )     (3,831 )     (8,231 )     (7,826 )     (16,012 )     (8,803 )
Gross profit     2,077       3,958       1,702       5,328       9,961       1,820  
                                                 
Project development costs     (866 )     (1,028 )     (2,281 )     (2,192 )     (4,465 )     (2,439 )
General and administrative expenses     (1,414 )     (1,383 )     (3,034 )     (2,816 )     (5,283 )     (3,245 )
Share of profits of equity accounted investee     523       363       1,809       1,541       4,320       1,935  
Operating profit (loss)     320       1,910       (1,804 )     1,861       4,533       (1,929 )
                                                 
Financing income     2,383       3,441       2,424       8,188       8,747       2,592  
Financing income (expenses) in connection with derivatives and warrants, net     2,316       (562 )     2,852       (476 )     251       3,050  
Financing expenses in connection with projects finance     (1,452 )     (1,514 )     (2,953 )     (3,058 )     (6,077 )     (3,158 )
Financing expenses in connection with debentures     (1,851 )     (1,012 )     (3,562 )     (1,840 )     (3,876 )     (3,810 )
Interest expenses on minority shareholder loan     (534 )     (468 )     (1,088 )     (933 )     (2,014 )     (1,164 )
Other financing expenses     (160 )     (125 )     (283 )     (392 )     (588 )     (303 )
Financing income (expenses), net     702       (240 )     (2,610 )     1,489       (3,557 )     (2,793 )
                                                 
Profit (loss) before taxes on income     1,022       1,670       (4,414 )     3,350       976       (4,722 )
Tax benefit (Taxes on income)     160       (136 )     988       1,216       1,436       1,057  
Profit (loss) for the period from continuing operations     1,182       1,534       (3,426 )     4,566       2,412       (3,665 )
Profit (loss) from discontinued operation (net of tax)     391       (245 )     79       (3 )     (1,787 )     84  
Profit (loss) for the period     1,573       1,289       (3,347 )     4,563       625       (3,581 )
Profit (loss) attributable to:                                                
Owners of the Company     2,179       1,395       (1,434 )     5,476       2,219       (1,534 )
Non-controlling interests     (606 )     (106 )     (1,913 )     (913 )     (1,594 )     (2,047 )
Profit (loss) for the period     1,573       1,289       (3,347 )     4,563       625       (3,581 )
Other comprehensive income (loss) item that after initial recognition in comprehensive income (loss) were or will be transferred to profit or loss:                                                
Foreign currency translation differences for foreign operations     (1,557 )     (2,703 )     (433 )     (8,253 )     (7,949 )     (464 )
Foreign currency translation differences for foreign operations that were recognized in profit or loss     255             255                   273  
Effective portion of change in fair value of cash flow hedges     (1,335 )     12,026       9,126       44,200       39,431       9,760  
Net change in fair value of cash flow hedges transferred to profit or loss     (3,741 )     (4,809 )     (3,284 )     (4,809 )     9,794       (3,513 )
Total other comprehensive income (loss)     (6,378 )     4,514       5,664       31,138       41,276       6,056  
                                                 
Total other comprehensive income (loss) attributable to:                                                
Owners of the Company     (3,951 )     1,040       2,705       12,055       16,931       2,892  
Non-controlling interests     (2,427 )     3,474       2,959       19,083       24,345       3,164  
Total other comprehensive income (loss) for the period     (6,378 )     4,514       5,664       31,138       41,276       6,056  
Total comprehensive income (loss) for the period     (4,805 )     5,803       2,317       35,701       41,901       2,475  
                                                 
Total comprehensive income (loss) attributable to:                                                
Owners of the Company     (1,772 )     2,435       1,271       17,531       19,150       1,358  
Non-controlling interests     (3,033 )     3,368       1,046       18,170       22,751       1,117  
Total comprehensive income (loss) for the period     (4,805 )     5,803       2,317       35,701       41,901       2,475  

* The results of the Talmei Yosef solar plant have been reclassified as a discontinued operation and the results for these periods have been adjusted accordingly
** Convenience translation into US$ (exchange rate as at June 30, 2024: euro 1 = US $ 1.069)

Ellomay Capital Ltd. and its Subsidiaries

Condensed Consolidated Interim Statements of Profit or Loss and Other Comprehensive Income (Loss) (cont’d)

    For the Three months ended
June 30,
    For the Six months ended
June 30,
    For the
year ended
December 31,
    For the
six months ended
June 30,
 
    2024     2023     2024     2023     2023     2024  
    Unaudited     Audited     Unaudited  
    €in thousands (except per share data)     Convenience Translation into US$*  
Basic profit (loss) per share     0.04       0.11       (0.10 )     0.43       0.17       (0.11 )
Diluted profit (loss) per share     0.04       0.11       (0.10 )     0.43       0.17       (0.11 )
                                                 
Basic profit (loss) per share continuing operations     0.03       0.09       (0.11 )     0.43       0.31       (0.12 )
Diluted profit (loss) per share continuing operations     0.03       0.09       (0.11 )     0.43       0.31       (0.12 )
                                                 
Basic profit (loss) per share discontinued operation     0.01       (0.02 )     0.01             (0.14 )     0.01  
Diluted profit (loss) per share discontinued operation     0.01       (0.02 )     0.01             (0.14 )     0.01  
                                                 

* Convenience translation into US$ (exchange rate as at June 30, 2024: euro 1 = US$ 1.069)

Ellomay Capital Ltd. and its Subsidiaries

Condensed Consolidated Statements of Changes in Equity

                Attributable to shareholders of the Company              
    Share capital     Share premium     Accumulated Deficit     Treasury shares     Translation reserve from
foreign operations
    Hedging Reserve     Interests Transaction reserve with
non-controlling Interests
    Total     Non- controlling Interests     Total Equity  
    € in thousands  
For the six months ended June 30, 2024 (unaudited):                                                            
Balance as at January 1, 2024     25,613       86,159       (5,037 )     (1,736 )     385       3,914       5,697       114,995       10,104       125,099  
Loss for the period                 (1,434 )                             (1,434 )     (1,913 )     (3,347 )
Other comprehensive income (loss) for the period                             (170 )     2,875             2,705       2,959       5,664  
Total comprehensive income (loss) for the period                 (1,434 )           (170 )     2,875             1,271       1,046       2,317  
Transactions with owners of the Company, recognized directly in equity:                                                                                
Share-based payments           61                                     61             61  
Balance as at June 30, 2024     25,613       86,220       (6,471 )     (1,736 )     215       6,789       5,697       116,327       11,150       127,477  
                                                                                 
                                                                                 
For the six months ended                                                                                
June 30, 2023 (unaudited):                                                                                
Balance as at January 1, 2023     25,613       86,038       (7,256 )     (1,736 )     7,970       (20,602 )     5,697       95,724       (12,647 )     83,077  
Profit (loss) for the period                 5,476                               5,476       (913 )     4,563  
Other comprehensive income (loss) for the period                             (7,882 )     19,937             12,055       19,083       31,138  
Total comprehensive income (loss) for the period                 5,476             (7,882 )     19,937             17,531       18,170       35,701  
Transactions with owners of the Company, recognized directly in equity:                                                                                
Share-based payments           62                                     62             62  
Balance as at June 30, 2023     25,613       86,100       (1,780 )     (1,736 )     88       (665 )     5,697       113,317       5,523       118,840  

Ellomay Capital Ltd. and its Subsidiaries

Unaudited Condensed Consolidated Interim Statements of Changes in Equity (cont’d)

                Attributable to shareholders of the Company              
    Share capital     Share premium     Accumulated Deficit     Treasury shares     Translation reserve from
foreign operations
    Hedging Reserve     Interests Transaction reserve with
non-controlling Interests
    Total     Non- controlling Interests     Total Equity  
    € in thousands  
For the year ended December 31, 2023 (audited):                                                            
Balance as at January 1, 2023     25,613       86,038       (7,256 )     (1,736 )     7,970       (20,602 )     5,697       95,724       (12,647 )     83,077  
Profit (loss) for the year                 2,219                               2,219       (1,594 )     625  
Other comprehensive income (loss) for the year                             (7,585 )     24,516             16,931       24,345       41,276  
Total comprehensive income (loss) for the year                 2,219             (7,585 )     24,516             19,150       22,751       41,901  
Transactions with owners of the Company, recognized directly in equity:                                                                                
Share-based payments           121                                     121             121  
Balance as at December 31, 2023     25,613       86,159       (5,037 )     (1,736 )     385       3,914       5,697       114,995       10,104       125,099  

Ellomay Capital Ltd. and its Subsidiaries

Unaudited Condensed Consolidated Interim Statements of Changes in Equity (cont’d)

                Attributable to shareholders of the Company              
    Share capital     Share premium     Retained earnings     Treasury shares     Translation reserve from
foreign operations
    Hedging Reserve     Interests Transaction reserve with
non-controlling Interests
    Total     Non- controlling Interests     Total Equity  
    Convenience translation into US$ (exchange rate as at June 30, 2024: euro 1 = US$ 1.069)  
For the six months ended June 30, 2024 (unaudited):                                                            
Balance as at January 1, 2024     27,393       92,146       (5,387 )     (1,857 )     413       4,186       6,093       122,987       10,808       133,795  
Loss for the period                 (1,534 )                             (1,534 )     (2,047 )     (3,581 )
Other comprehensive income (loss) for the period                             (182 )     3,074             2,892       3,164       6,056  
Total comprehensive income (loss) for the period                 (1,534 )           (182 )     3,074             1,358       1,117       2,475  
Transactions with owners of the Company, recognized directly in equity:                                                                                
Share-based payments           65                                     65             65  
Balance as at June 30, 2024     27,393       92,211       (6,921 )     (1,857 )     231       7,260       6,093       124,410       11,925       136,335  

Ellomay Capital Ltd. and its Subsidiaries

Condensed Consolidated Interim Statements of Cash Flow

    For the three
months ended
June 30,
    For the six
months ended
June 30,
    For the year
ended
December 31,
    For the six
months ended
June 30
 
    2024     2023     2024     2023     2023     2024  
    Unaudited     Audited     Unaudited  
    € in thousands     Convenience Translation into US$*  
Cash flows from operating activities                                    
Profit (loss) for the period     1,573       1,289       (3,347 )     4,563       625       (3,581 )
Adjustments for:                                                
Financing income (expenses), net     (961 )     467       2,206       (1,556 )     3,034       2,361  
Profit from settlement of derivatives contract     199             199                   213  
Impairment losses on assets of disposal groups classified as held-for-sale     (196 )           405             2,565       433  
Depreciation and amortization     4,195       3,949       8,279       8,064       16,473       8,854  
Share-based payment transactions     28       31       61       62       121       65  
Share of profits of equity accounted investees     (523 )     (363 )     (1,809 )     (1,541 )     (4,320 )     (1,935 )
Payment of interest on loan from an equity accounted investee                             1,501        
Change in trade receivables and other receivables     (869 )     1931       (3,214 )     558       (302 )     (3,437 )
Change in other assets     5       (35 )     5       (155 )     (681 )     5  
Change in receivables from concessions project     478       579       793       836       1,778       848  
Change in trade payables     (565 )     (533 )     (633 )     (1,409 )     (45 )     (677 )
Change in other payables     (1,037 )     (1,034 )     1,759       383       (2,235 )     1,881  
Income tax expense (tax benefit)     (188 )     53       (993 )     (1,203 )     (1,852 )     (1,062 )
Income taxes refund (paid)     (85 )     (20 )     479       (20 )     (912 )     512  
Interest received     799       860       1,706       1,353       2,936       1,825  
Interest paid     (3,536 )     (3,741 )     (5,428 )     (4,664 )     (10,082 )     (5,805 )
      (2,256 )     2,144       3,815       708       7,979       4,081  
Net cash provided by (used in) operating activities     (683 )     3,433       468       5,271       8,604       500  
Cash flows from investing activities                                                
Acquisition of fixed assets     (10,573 )     (14,137 )     (19,593 )     (27,468 )     (58,848 )     (20,954 )
Interest paid capitalized to fixed assets     (1,121 )           (1,121 )           (2,283 )     (1,199 )
Proceeds from sale of investments     9,267             9,267                   9,911  
Repayment of loan by an equity accounted investee                             1,324        
Loan to an equity accounted investee           (8 )           (68 )     (128 )      
Advances on account of investments     (54 )     (395 )     (54 )     (777 )     (421 )     (58 )
Proceeds from advances on account of investments                             2,218        
Proceeds in marketable securities                       2,837       2,837        
Investment in settlement of derivatives, net     145             159                   170  
Proceeds from (investment in) in restricted cash, net     (1,034 )           119       893       840       127  
Proceeds from (investment in) short term deposit     (1,455 )     20,688       (1,483 )     (1,257 )     (1,092 )     (1,586 )
Net cash provided by (used in) investing activities     (4,825 )     6,148       (12,706 )     (25,840 )     (55,553 )     (13,589 )
Cash flows from financing activities                                                
Issuance of warrants                 3,735                   3,995  
Cost associated with long term loans     (828 )     (391 )     (1,466 )     (706 )     (1,877 )     (1,568 )
Payment of principal of lease liabilities     (187 )     (577 )     (486 )     (777 )     (1,156 )     (520 )
Proceeds from long term loans     10,098       20,735       10,478       21,499       32,157       11,206  
Repayment of long-term loans     (4,310 )     (5,916 )     (6,667 )     (6,602 )     (12,736 )     (7,130 )
Repayment of Debentures     (35,845 )     (17,763 )     (35,845 )     (17,763 )     (17,763 )     (38,336 )
Proceeds from issuance of Debentures, net     9,340             45,790       55,808       55,808       48,972  
Net cash provided by (used in) financing activities     (21,732 )     (3,912 )     15,539       51,459       54,433       16,619  
                                                 
Effect of exchange rate fluctuations on cash and cash equivalents     (479 )     (1,536 )     1,188       (3,478 )     (2,387 )     1,270  
Increase in cash and cash equivalents     (27,719 )     4,133       4,489       27,412       5,097       4,800  
Cash and cash equivalents at the beginning of the period     82,722       69,737       51,127       46,458       46,458       54,680  
Cash from disposal groups classified as held-for-sale     1,041       (36 )     428       (36 )     (428 )     458  
Cash and cash equivalents at the end of the period     56,044       73,834       56,044       73,834       51,127       59,938  

* Convenience translation into US$ (exchange rate as at June 30, 2024: euro 1 = US$ 1.069)

Ellomay Capital Ltd. and its Subsidiaries

Operating Segments (Unaudited)

    Italy     Spain     USA     Netherlands     Israel                    
    Solar     Subsidized Solar
Plants
    28 MW
Solar
    Talasol
Solar
    Solar     Biogas     Dorad     Manara Pumped Storage     Solar*     Total
reportable
segments
    Reconciliations     Total
consolidated
 
    For the six months ended June 30, 2024  
    € in thousands  
Revenues     529       1,423       513       8,973             8,018       29,803             278       49,537       (30,081 )     19,456  
Operating expenses           (273 )     (337 )     (2,252 )           (6,661 )     (22,088 )           (142 )     (31,753 )     22,230       (9,523 )
Depreciation expenses     (1 )     (460 )     (587 )     (5,741 )           (1,442 )     (2,716 )           (48 )     (10,995 )     2,764       (8,231 )
Gross profit (loss)     528       690       (411 )     980             (85 )     4,999             88       6,789       (5,087 )     1,702  
                                                                                                 
Adjusted gross profit (loss)     528       690       (411 )     980             (85 )     4,999             317 2     7,018       (5,316 )     1,702  
Project development costs                                                                                             (2,281 )
General and administrative expenses                                                                                             (3,034 )
Share of loss of equity accounted investee                                                                                             1,809  
Operating profit                                                                                             (1,804 )
Financing income                                                                                             2,424  
Financing income in connection with derivatives and warrants, net                                                                                             2,852  
Financing expenses in connection with projects finance                                                                                             (2,953 )
Financing expenses in connection with debentures                                                                                             (3,562 )
Interest expenses on minority shareholder loan                                                                                             (1,088 )
Other financing expenses                                                                                             (283 )
Financing expenses, net                                                                                             (2,610 )
Loss before taxes on income                                                                                             (4,414 )
                                                                                                 
Segment assets as at June 30, 2024     50,898       12,828       19,345       224,778       38,411       31,411       98,481       176,865             653,400       (18,618 )     634,782  

* The results of the Talmei Yosef solar plant are presented as a discontinued operation.

2 The gross profit of the Talmei Yosef solar plant located in Israel is adjusted to include income from the sale of electricity (approximately €1,264 thousand) and depreciation expenses (approximately €757 thousand) under the fixed asset model, which were not recognized as revenues and depreciation expenses, respectively, under the financial asset model as per IFRIC 12.

Ellomay Capital Ltd. and its Subsidiaries

Reconciliation of Profit to EBITDA (Unaudited)

    For the three months
ended June 30,
    For the six months ended
June 30,
    For the year ended
December 31,
    For the six months ended
June 30,
 
    2024     2023     2024     2023     2023     2024  
    € in thousands     Convenience Translation into US$ in thousands*  
Net profit (loss) for the period     1,573       1,289       (3,347 )     4,563       625       (3,581 )
Financing (income) expenses, net     (702 )     240       2,610       (1,489 )     3,557       2,793  
Taxes on income (Tax benefit)     (160 )     136       (988 )     (1,216 )     (1,436 )     (1,057 )
Depreciation and amortization expenses     4,176       3,831       8,231       7,826       16,012       8,803  
EBITDA     4,887       5,496       6,506       9,684       18,758       6,958  

* Convenience translation into US$ (exchange rate as at June 30, 2024: euro 1 = US$ 1.069)

Ellomay Capital Ltd. and its Subsidiaries

Information for the Company’s Debenture Holders

Financial Covenants

Pursuant to the Deeds of Trust governing the Company’s Series C, Series D, Series E and Series F Debentures (together, the “Debentures”), the Company is required to maintain certain financial covenants. For more information, see Items 4.A and 5.B of the Company’s Annual Report on Form 20-F submitted to the Securities and Exchange Commission on April 18, 2024, and below.

Net Financial Debt

As of June 30, 2024, the Company’s Net Financial Debt, (as such term is defined in the Deeds of Trust of the Company’s Debentures), was approximately €101 million (consisting of approximately €284.53 million of short-term and long-term debt from banks and other interest bearing financial obligations, approximately €159.54 million in connection with the Series C Debentures issuances (in July 2019, October 2020, February 2021 and October 2021), the Series D Convertible Debentures issuance (in February 2021), the Series E Secured Debentures issuance (in February 2023) and the Series F Debentures issuance (in January 2024 and April 2024)), net of approximately €58.5 million of cash and cash equivalents, short-term deposits and marketable securities and net of approximately €284.55 million of project finance and related hedging transactions of the Company’s subsidiaries). The Net Financial Debt and other information included in this disclosure do not include the private placement of Series F Debentures consummated in August 2024.

3 The amount of short-term and long-term debt from banks and other interest-bearing financial obligations provided above, includes an amount of approximately €4.5 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.
4 The amount of the debentures provided above includes an amount of approximately €6.6 million associated costs, which was capitalized and discount or premium and therefore offset from the debentures amount that is recorded in the Company’s balance sheet. This amount also includes the accrued interest as at June 30, 2024 in the amounts of approximately €1.5 million.
5 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).

Ellomay Capital Ltd. and its Subsidiaries

Information for the Company’s Debenture Holders (cont’d)

Information for the Company’s Series C Debenture Holders

The Deed of Trust governing the Company’s Series C Debentures (as amended on June 6, 2022, the “Series C Deed of Trust”), 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 June 30, 2024, the Company was in compliance with the financial covenants set forth in the Series C Deed of Trust as follows: (i) the Company’s Adjusted Shareholders’ Equity (as defined in the Series C Deed of Trust) was approximately €117.1 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 Adjusted Shareholders’ Equity plus the Net Financial Debt) was 46.3%, and (iii) the ratio of the Company’s Net Financial Debt to the Company’s Adjusted EBITDA6, was 5.7.

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 June 30, 2024:

    For the
four-quarter
period ended
June 30,
2024
 
    Unaudited  
    € in thousands  
Loss for the period     (7,285 )
Financing expenses, net     7,656  
Taxes on income     (1,208 )
Depreciation     16,417  
Share-based payments     120  
Adjustment to revenues of the Talmei Yosef solar plant due to calculation based on the fixed asset model     1,871  
Adjusted EBITDA as defined the Series C Deed of Trust     17,571  

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 solar 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.”

Ellomay Capital Ltd. and its Subsidiaries

Information for the Company’s Debenture Holders (cont’d)

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 June 30, 2024, 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 €117.1 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 Adjusted Shareholders’ Equity plus the Net Financial Debt) was 46.3%, and (iii) the ratio of the Company’s Net Financial Debt to the Company’s Adjusted EBITDA7 was 5.4.

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 June 30, 2024:

    For the
four-quarter
period ended
June 30,
2024
 
    Unaudited  
    € in thousands  
Loss for the period     (7,285 )
Financing expenses, net     7,656  
Taxes on income     (1,208 )
Depreciation and amortization expenses     16,417  
Share-based payments     120  
Adjustment to revenues of the Talmei Yosef PV Plant due to calculation based on the fixed asset model     1,871  
Adjustment to data relating to projects with a Commercial Operation Date during the four preceding quarters8     1,081  
Adjusted EBITDA as defined the Series D Deed of Trust     18,652  

7 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.”
8 The adjustment is based on the results of solar plants in Italy that were connected to the grid and commenced delivery of electricity to the grid during the six months ended June 30, 2024. As these solar plants have not reached PAC (Preliminary Acceptance Certificate) as of June 30, 2024, the Company recorded revenues and did not have direct expenses in connection with these solar plants. However, for the sake of caution, the Company included the expected fixed expenses in connection with these solar plants in the calculation of the adjustment.

Ellomay Capital Ltd. and its Subsidiaries

Information for the Company’s Debenture Holders (cont’d)

Information for the Company’s Series E Debenture Holders

The Deed of Trust governing the Company’s Series E 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 E Deed of Trust is a cause for immediate repayment. As of June 30, 2024, the Company was in compliance with the financial covenants set forth in the Series E Deed of Trust as follows: (i) the Company’s Adjusted Shareholders’ Equity (as defined in the Series E Deed of Trust) was approximately €117.1 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 Adjusted Shareholders’ Equity plus the Net Financial Debt) was 46.3%, and (iii) the ratio of the Company’s Net Financial Debt to the Company’s Adjusted EBITDA9 was 5.4.

The following is a reconciliation between the Company’s loss and the Adjusted EBITDA (as defined in the Series E Deed of Trust) for the four-quarter period ended June 30, 2024:

    For the
four-quarter
period ended
June 30,
2024
 
    Unaudited  
    € in thousands  
Loss for the period     (7,285 )
Financing expenses, net     7,656  
Taxes on income     (1,208 )
Depreciation and amortization expenses     16,417  
Share-based payments     120  
Adjustment to revenues of the Talmei Yosef PV Plant due to calculation based on the fixed asset model     1,871  
Adjustment to data relating to projects with a Commercial Operation Date during the four preceding quarters10     1,081  
Adjusted EBITDA as defined the Series E Deed of Trust     18,652  

In connection with the undertaking included in Section 3.17.2 of Annex 6 of the Series E Deed of Trust, no circumstances occurred during the reporting period under which the rights to loans provided to Ellomay Luzon Energy Infrastructures Ltd. (formerly U. Dori Energy Infrastructures Ltd. (“Ellomay Luzon Energy”)), which were pledged to the holders of the Company’s Series E Debentures, will become subordinate to the amounts owed by Ellomay Luzon Energy to Israel Discount Bank Ltd.

As of June 30, 2024, the value of the assets pledged to the holders of the Series E Debentures in the Company’s books (unaudited) is approximately €33.5 million (approximately NIS 134.8 million based on the exchange rate as of such date).

9 The term “Adjusted EBITDA” is defined in the Series E 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 E 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 E Deed of Trust). The Series E 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 E 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.”
10 The adjustment is based on the results of solar plants in Italy that were connected to the grid and commenced delivery of electricity to the grid during the six months ended June 30, 2024. As these solar plants have not reached PAC (Preliminary Acceptance Certificate) as of June 30, 2024, the Company recorded revenues and did not have direct expenses in connection with these solar plants. However, for the sake of caution, the Company included the expected fixed expenses in connection with these solar plants in the calculation of the adjustment.

Ellomay Capital Ltd. and its Subsidiaries

Information for the Company’s Debenture Holders (cont’d)

Information for the Company’s Series F Debenture Holders

The Deed of Trust governing the Company’s Series F 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 F Deed of Trust is a cause for immediate repayment. As of June 30, 2024, the Company was in compliance with the financial covenants set forth in the Series F Deed of Trust as follows: (i) the Company’s Adjusted Shareholders’ Equity (as defined in the Series F Deed of Trust) was approximately €116.3 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 Adjusted Shareholders’ Equity plus the Net Financial Debt) was 46.5%, and (iii) the ratio of the Company’s Net Financial Debt to the Company’s Adjusted EBITDA11 was 5.4.

The following is a reconciliation between the Company’s loss and the Adjusted EBITDA (as defined in the Series F Deed of Trust) for the four-quarter period ended June 30, 2024:

    For the
four-quarter
period ended
June 30,
2024
 
    Unaudited  
    € in thousands  
Loss for the period     (7,285 )
Financing expenses, net     7,656  
Taxes on income     (1,208 )
Depreciation and amortization expenses     16,417  
Share-based payments     120  
Adjustment to revenues of the Talmei Yosef PV Plant due to calculation based on the fixed asset model     1,871  
Adjustment to data relating to projects with a Commercial Operation Date during the four preceding quarters12     1,081  
Adjusted EBITDA as defined the Series F Deed of Trust     18,652  

11 The term “Adjusted EBITDA” is defined in the Series F 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 F 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 F Deed of Trust). The Series F 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 F 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.”
12 The adjustment is based on the results of solar plants in Italy that were connected to the grid and commenced delivery of electricity to the grid during the six months ended June 30, 2024. As these solar plants have not reached PAC (Preliminary Acceptance Certificate) as of June 30, 2024, the Company recorded revenues and did not have direct expenses in connection with these solar plants. However, for the sake of caution, the Company included the expected fixed expenses in connection with these solar plants in the calculation of the adjustment.


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