TEL-AVIV, Israel, May 27, 2026 (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, USA and Israel, today reported its unaudited interim consolidated financial results for the three month period ended March 31, 2026.
Financial Highlights
-- Total assets as of March 31, 2026 amounted to approximately EUR885.4
million, compared to total assets as of December 31, 2025 of
approximately EUR843.5 million.
-- Revenues1 for the three months ended March 31, 2026 were approximately
EUR8.7 million, compared to revenues of approximately EUR8.9 million for
the three months ended March 31, 2025.
-- Loss for the three months ended March 31, 2026 was approximately EUR12.2
million, compared to a profit of approximately EUR6.8 million for the
three months ended March 31, 2025.
-- EBITDA for the three months ended March 31, 2026 was approximately EUR2.1
million, compared to EBITDA of approximately EUR2.9 million for the three
months ended March 31, 2025. See below under "Use of Non-IFRS Financial
Measures" for additional disclosure concerning EBITDA.
-- On May 10, 2026, the Company completed the sale of its indirect holdings
in Ellomay Luzon Energy Infrastructures Ltd. ("Ellomay Luzon Energy") for
a purchase price of approximately NIS 560 million (approximately EUR164
million as of such date). Consequently, the Company's share of profits of
Ellomay Luzon Energy, which was an equity accounted investee, after
elimination of intercompany transactions, was presented as discontinued
operations and results from prior periods were adjusted accordingly. In
connection with such sale, the Company executed an early repayment of the
Company's Series E Secured Debentures, which were secured by a pledge on
the Ellomay Luzon Energy shares. The principal of the Series E Secured
Debentures was NIS 165 million (approximately EUR45.4 million) and the
aggregate repayment amount was approximately NIS 170 million
(approximately EUR46.8 million), which includes accrued interest and the
early repayment fee.
___________________
(1) The revenues presented in the Company's financial results included in this press release are based on IFRS and do not take into account the adjustments included in the Company's investor presentation.
Financial Overview for the Three Months Ended March 31, 2026
-- Revenues were approximately EUR8.7 million for the three months ended
March 31, 2026, compared to approximately EUR8.9 million for the three
months ended March 31, 2025. The decrease in revenues mainly resulted
from decreases in the electricity prices in Italy and Spain commencing
2025 and during the first quarter of 2026.
-- Operating expenses were approximately EUR5.1 million for the three months
ended March 31, 2026, compared to approximately EUR4.6 million for the
three months ended March 31, 2025. The increase in operating expenses
mainly resulted from energy and feedstock costs in projects in the
Netherlands, and expenses in connection with the Company's 18 MW Italy
and 38 MW Texas solar facilities that were connected to the grid during
the second and third quarters of 2025.
-- Depreciation and amortization expenses were approximately EUR4.5 million
for the three months ended March 31, 2026, compared to approximately
EUR4.2 million for the three months ended March 31, 2025.
-- Project development costs were approximately EUR0.4 million for the three
months ended March 31, 2026, compared to approximately EUR1 million for
the three months ended March 31, 2025. The decrease in project
development costs is mainly due to projects that reached "ready to build"
("RTB") or "permission to operate" ("PTO") status, which resulted in the
commencement of capitalization of expenses related to such projects into
fixed assets.
-- General and administrative expenses were approximately EUR2.5 million for
the three months ended March 31, 2026, compared to approximately EUR1.7
million for the three months ended March 31, 2025. The increase in
general and administrative expenses is mainly due to higher insurance and
consulting expenses.
-- Other income was approximately EUR1.1 million for the three months ended
March 31, 2026, compared to approximately EUR0.2 million for the three
months ended March 31, 2025. The income during the three months ended
March 31, 2026 mainly resulted from the recognition of a proportional
share of deferred income related to tax credits in connection with three
of the Company's USA solar facilities. The other income recognized for
three months ended March 31, 2025 is based on compensation received from
insurance in connection with the fire near the Talasol and Ellomay Solar
facilities in Spain.
-- Financing expenses, net, was approximately EUR8.2 million for the three
months ended March 31, 2026, compared to financing income, net, of
approximately EUR7.2 million for the three months ended March 31, 2025.
The change in financing expenses, net, was mainly attributable to higher
expenses resulting from exchange rate differences that amounted to
approximately EUR2.9 million for the three months ended March 31, 2026,
compared to income from exchange rate differences of approximately
EUR10.7 million for the three months ended March 31, 2025, an aggregate
change of approximately EUR13.6 million. The exchange rate differences
were mainly recorded in connection with the New Israeli Shekel ("NIS")
cash and cash equivalents and the Company's NIS denominated debentures
and were caused by the 2.9% appreciation of the NIS against the euro
during the three months ended March 31, 2026, compared to a 5.9%
devaluation of the NIS against the euro during the three months ended
March 31, 2025. The increase in financing expenses, net also resulted
from an increase in interest expenses in connection with the Company's
debentures.
-- Taxes on income were approximately EUR1.6 million for the three months
ended March 31, 2026, compared to a tax benefit of approximately EUR0.9
million for the three months ended March 31, 2025. The change is
primarily attributable to deferred tax liability relating to the
differences between the carrying amounts of the Texas solar facilities
that were placed in service and their tax bases, as well as relating to
the investment in Ellomay Luzon Energy, in light of the disposal of the
investment in May 2026, subsequent to the balance sheet date.
-- Loss from continuing operations was approximately EUR12.5 million for the
three months ended March 31, 2026, compared to profit from continuing
operations of approximately EUR5.6 million for the three months ended
March 31, 2025.
-- Profit from discontinued operations was approximately EUR0.3 million for
the three months ended March 31, 2026, compared to approximately EUR1.2
million for the three months ended March 31, 2025. As noted above, the
profit from discontinued operations reflects the Company's share of
profits of Ellomay Luzon Energy, an equity accounted investee that was
sold on May 10, 2026. The decrease in the Company's share of profits of
equity accounted investee was mainly attributable to increased financing
expenses recorded by Dorad Energy Ltd. ("Dorad") due to the impact of the
USD/NIS exchange rate fluctuations on deposits in USD and forward
contracts and the reduced demand for electricity.
-- Loss for the three months ended March 31, 2026 was approximately EUR12.2
million, compared to a profit of approximately EUR6.8 million for the
three months ended March 31, 2025.
-- Total other comprehensive income was approximately EUR5.9 million for the
three months ended March 31, 2026, compared to total other comprehensive
loss of approximately EUR4.9 million in the three months ended March 31,
2025. The change in total other comprehensive income (loss) primarily
resulted from foreign currency translation adjustments due to the change
in the NIS/euro exchange rate and from changes in fair value of cash flow
hedges, including a material decrease in the fair value of the liability
resulting from the financial power swap that covers approximately 80% of
the output of the Talasol solar plant (the "Talasol PPA"). The Talasol
PPA experienced a high volatility due to the substantial change in
electricity prices in Europe. In accordance with hedge accounting
standards, the changes in the Talasol PPA's fair value are recorded in
the Company's shareholders' equity through a hedging reserve and not
through the accumulated deficit/retained earnings. The changes do not
impact the Company's consolidated net profit/loss or the Company's
consolidated cash flows.
-- Total comprehensive loss was approximately EUR6.3 million for the three
months ended March 31, 2026, compared to total comprehensive income of
approximately EUR1.9 million for the three months ended March 31, 2025.
-- EBITDA was approximately EUR2.1 million for the three months ended March
31, 2026, compared to approximately EUR2.9 million for the three months
ended March 31, 2025.
-- Net cash used in operating activities was approximately EUR1.9 million
for the three months ended March 31, 2026, compared to net cash generated
from operating activities of approximately EUR0.3 million for the three
months ended March 31, 2025. The change in net cash used in operating
activities mainly resulted from lower income due to relatively low
electricity prices and increased insurance and consultancy expenses.
CEO Review for First Quarter of 2026
In the first quarter of 2026, the Company's revenues amounted to approximately EUR8.7 million, compared to revenues of approximately EUR8.9 million in the corresponding quarter last year. The decline in revenues was primarily attributable to low, and at times negative, electricity prices in Spain and Italy during the first quarter of 2026. The revaluation of the NIS against the euro resulted in finance expenses of approximately EUR4.8 million in the first quarter of 2026, compared to finance income of approximately EUR10.6 million resulting from the appreciation of the euro against the NIS in the corresponding quarter last year.
During the first quarter of 2026, an agreement was signed for the sale of the Company's 50% interest in Ellomay Luzon Energy Infrastructures Ltd., which holds a 33.75% interest in Dorad Energy Ltd., based on a Dorad valuation of NIS 4.4 billion. The transaction was completed in May 2026, and the Company received consideration of approximately NIS 560 million, a price reflecting a significant gain on the investment.
In Italy -- 38 MW solar (51% owned in partnership with Clal) are fully operating. The construction work on additional 160 MW solar (51% owned in partnership with Clal) has begun and construction is progressing as planned and is expected to be finished by the end of 2026. The remainder of the portfolio developed by the Company (100% owned) is approximately 264 MW solar, of which 210 MW have reached RTB status as of the date hereof and the rest are expected to receive permits in the near future. These 264 MW are scheduled to begin construction in the last quarter of 2026. Out of 210 MW that are RTB, approximately 100 MW (2 projects) won the FER X tender that guarantees a 20-year electricity sale contract at high prices. The Company signed a power purchase agreement ("PPA") with a leading European entity for the operating projects with an aggregate capacity of 38 MW and the Company intends to continue to execute PPAs for the remainder of the portfolio. The Company is examining the establishment of battery-based electricity storage facilities in northern Italy. As part of this review, a non-binding offer has been signed for the acquisition of a license for a 50 MW / peak per hour facility with 4 hours of storage, and the possibility of acquiring an additional license for a 100 MW / peak per hour facility with 4 hours of storage is also being considered.
In the USA -- the construction of the first 4 projects (49 MW) has been completed, three of them were connected to the grid at the end of the first half of 2025 and the fourth project is currently being connected. The Company is constructing the Hillsboro project (14 MW solar), whose expected to complete construction and connection to the grid in September 2026. The Company is planning the construction of two additional projects of 14 MW each that will fall within the current tax benefit framework. There is a possibility of including two additional projects in the same area in the portfolio. The regulatory changes and the uncertainty regarding tariff rates do not allow the Company to provide a forecast beyond what has been said, but the assumption is that the Company will find a way to continue developing and increasing the portfolio in the near future.
In the Netherlands -- the license to increase production at the GGOT facility was received. Licenses to increase production at the two additional facilities are in advanced stages. The new regulation for the obligation to blend green gas with fossil gas will commence according to the law in January 2027 (a delay of one year), but the targets for the first year have increased. Agreements have been signed for the sale of green certificates issued under the new regulation at a price of approximately EUR1 per certificate. The blending obligation is expected to significantly increase the profitability of operations in the Netherlands at current production capacity. Following receipt of the licenses to increase production capacities the Company plans to increase the production capacity from 16 million cubic meters of gas per year to around 24 million cubic meters of gas per year in the existing facilities. This increase is expected to lead to material increases in revenues and profits.
In Israel -- at the end of December 2025, tunneling works resumed at the Manara pumped storage project. The tunneling works are progressing well at present. However, works on the upper and lower reservoir sites have halted due to the ongoing war-related events in northern Israel. These works are expected to resume shortly, subject to security conditions. The Company is in negotiations with the Israeli Electricity Authority for compensation for delays and war damage to the Manara project.
In Spain -- the Company is operating the existing solar portfolio (335 MWh). The development activity in Spain focuses on energy storage in batteries, whereby the process for obtaining license for Ellomay Solar (28 MWp for two hours of battery storage) is in advanced stages and is expected to be received in the coming months. In addition, the Company is advancing a battery storage project for Talasol (210 MWp with 2 hours of storage). The high volatility in electricity prices in Spain stems from an excess of renewable energy during the transition seasons and causes damage to the stability of the grid. The solution to this problem is a significant increase in storage capacity, which is currently at very low levels in Spain.
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 16 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 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:
-- Approximately 335.9 MW of operating solar power plants in Spain
(including a 300 MW solar plant in owned by Talasol, which is 51% owned
by the Company) and 51% of approximately 38 MW of operating solar power
plants in Italy;
-- 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 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;
-- 51% of solar projects in Italy with an aggregate capacity of 160 MW that
are under construction;
-- Solar projects in Italy with an aggregate capacity of 210 MW that have
reached "ready to build" status; and
-- Solar projects in the Dallas Metropolitan area, Texas, USA with an
aggregate capacity of approximately 38 MW that are connected to the grid,
11 MW that are currently in the test run phase prior to commercial
operation and 14 MW that are under construction.
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, regulatory changes 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 the war and hostilities in Israel and Gaza and between Israel and Iran, the impact of the continued military conflict between Russia and Ukraine, technical and other disruptions in the operations or construction of the power plants owned by the Company, inability to obtain the financing required for the development and construction of projects, increases in interest rates and inflation, changes in exchange rates, delays in development, construction, or commencement of operation of the projects under development, failure to obtain permits - whether within the set time frame or at all, climate change, and general market, political and economic conditions in the countries in which the Company operates, including Israel, Spain, Italy and the United States. 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 Statements of Financial Position
--------------------------------------------------------------
March 31, December 31, March 31,
---------- ------------ -----------------
2026 2025 2026
---------- ------------ -----------------
Unaudited Audited Unaudited
---------- ------------ -----------------
Convenience
Translation into
US$ in
EUR in thousands thousands*
------------------------ -----------------
Assets
Current assets:
Cash and cash
equivalents 83,697 87,614 96,152
Restricted cash 20,458 656 23,502
Intangible asset
from green
certificates 501 29 576
Trade and revenue
receivables 8,460 7,236 9,719
Other receivables 14,479 14,918 16,634
Derivatives asset
short-term 4,873 3,743 5,598
Assets of disposal
groups classified
as held for sale 61,633 - 70,805
-------- ----------- -------------
194,101 114,196 222,986
---------------- -------- ----------- -------------
Non-current
assets
Investment in
equity accounted
investee - 59,542 -
Fixed assets 585,436 566,876 672,558
Right-of-use asset 45,223 44,386 51,953
Restricted cash
and deposits 15,987 16,071 18,366
Deferred tax 11,465 11,914 13,171
Long-term
receivables 18,811 18,097 21,610
Derivatives 14,392 12,433 16,534
-------- ----------- -------------
691,314 729,319 794,192
---------------- -------- ----------- -------------
Total assets 885,415 843,515 1,017,178
======== =========== =============
Liabilities and
Equity
Current
liabilities
Current maturities
of long-term bank
loans 23,354 17,235 26,829
Current maturities
of other
long-term loans 14,939 3,666 17,162
Current maturities
of debentures 66,743 39,803 76,675
Trade payables 5,371 6,719 6,170
Other payables 20,971 17,145 24,089
Derivatives 463 675 532
Current maturities
of lease
liabilities 920 844 1,057
Warrants 5,618 5,929 6,454
-------- ----------- -------------
138,379 92,016 158,968
---------------- -------- ----------- -------------
Non-current
liabilities
Long-term lease
liabilities 36,271 35,491 41,670
Long-term bank
loans 299,530 272,388 344,105
Other long-term
loans 61,810 58,457 71,008
Debentures 176,739 209,374 203,040
Deferred tax 5,354 3,170 6,151
Other long-term
liabilities 8,465 6,179 9,725
Derivatives - 1,300 -
-------- ----------- -------------
588,169 586,359 675,699
---------------- -------- ----------- -------------
Total liabilities 726,547 678,375 834,667
======== =========== =============
Equity
Share capital 28,008 28,002 32,176
Share premium 96,603 96,585 110,979
Treasury shares (1,736) (1,736) (1,994)
Transaction
reserve with
non-controlling
Interests 14,763 14,757 16,960
Reserves 20,884 16,674 23,993
Accumulated
deficit (24,137) (13,694) (27,729)
-------- ----------- -------------
Total equity
attributed to
shareholders of
the Company 134,385 140,588 154,385
Non-controlling
interest 24,483 24,552 28,126
-------- ----------- -------------
Total equity 158,868 165,140 182,511
======== =========== =============
Total liabilities
and equity 885,415 843,515 1,017,178
======== =========== =============
* Convenience translation into US$ (exchange rate as at March 31, 2026: euro 1 = US$ 1.149)
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Interim Statements of Profit
or Loss and Other Comprehensive Income (Loss)
-------------------------------------------------------------------
For the
year
ended For the three
For the three months December months ended
ended March 31, 31, March 31,
2026 2025 2025 2026
------------ ------- -------- -------------
Unaudited Audited Unaudited
--------------------- -------- -------------
Convenience
EUR in thousands (except per Translation
share data) into US$*
------------------------------- -------------
Revenues 8,665 8,860 42,827 9,954
Operating expenses (5,077) (4,627) (19,408) (5,833)
Depreciation and
amortization
expenses (4,516) (4,238) (16,481) (5,188)
------- ------ ------- ---------
Gross profit (loss) (928) (5) 6,938 (1,067)
Project development
costs (375) (1,045) (2,649) (431)
General and
administrative
expenses (2,475) (1,662) (6,369) (2,843)
Other income 1,080 198 3,599 1,241
------- ------ ------- ---------
Operating profit
(loss) (2,698) (2,514) 1,519 (3,100)
Financing income 616 11,483 2,876 708
Financing income
(expenses) in
connection with
derivatives and
warrants, net 493 (376) (3,917) 566
Financing expenses
in connection with
project finance (1,430) (1,375) (6,612) (1,643)
Financing expenses
in connection with
debentures (3,951) (1,741) (8,316) (4,539)
Interest expenses on
minority
shareholder loan (735) (476) (2,047) (844)
Other financing
expenses (3,213) (294) (9,342) (3,691)
------- ------ ------- ---------
Financing income
(expenses), net (8,220) 7,221 (27,358) (9,443)
------- ------ ------- ---------
Profit (loss) before
taxes on income (10,918) 4,707 (25,839) (12,543)
Tax benefit (taxes
on income) (1,600) 922 2,528 (1,838)
------- ------ ------- ---------
Profit (loss) from
continuing
operations (12,518) 5,629 (23,311) (14,381)
------- ------ ------- ---------
Profit from
discontinued
operation (net of
tax) 298 1,189 16,930 342
------- ------ ------- ---------
Profit (loss) for
the period (12,220) 6,818 (6,381) (14,039)
------- ------ ------- ---------
Profit (loss)
attributable to:
Owners of the
Company (10,443) 7,994 (2,133) (11,996)
Non-controlling
interests (1,777) (1,176) (4,248) (2,043)
------- ------ ------- ---------
Profit (loss) for
the period (12,220) 6,818 (6,381) (14,039)
------- ------ ------- ---------
Other
comprehensive
income (loss)
items
That after initial
recognition in
comprehensive
income were or
will be
transferred to
profit or loss:
Foreign currency
translation
differences for
foreign operations 2,502 (9,538) 2,517 2,874
Effective portion of
change in fair
value of cash flow
hedges 4,084 4,264 2,546 4,691
Net change in fair
value of cash flow
hedges transferred
to profit or loss (668) 337 (2,734) (768)
------- ------ ------- ---------
Total other
comprehensive
income (loss) 5,918 (4,937) 2,329 6,797
------- ------ ------- ---------
Total other
comprehensive
income (loss)
attributable to:
Owners of the
Company 4,210 (6,957) 2,336 4,836
Non-controlling
interests 1,708 2,020 (7) 1,961
------- ------ ------- ---------
Total other
comprehensive
income (loss) 5,918 (4,937) 2,329 6,797
------- ------ ------- ---------
Total comprehensive
income (loss) for
the period (6,302) 1,881 (4,052) (7,242)
======= ====== ======= =========
Total
comprehensive
income (loss) for
the period
attributable to:
Owners of the
Company (6,233) 1,037 203 (7,160)
Non-controlling
interests (69) 844 (4,255) (82)
------- ------ ------- ---------
Total comprehensive
income (loss) for
the period (6,302) 1,881 (4,052) (7,242)
------- ------ ------- ---------
* Convenience translation into US$ (exchange rate as at March 31, 2026: euro 1 = US$ 1.149)
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Interim Statements of Profit
or Loss and Other Comprehensive Income (Loss) (cont'd)
--------------------------------------------------------------
For the
For the three year ended For the three
months ended March December months ended
31, 31, March 31,
2026 2025 2025 2026
------------ ---- ---------- --------------
Unaudited Audited Unaudited
------------------ ---------- --------------
Convenience
EUR in thousands (except per Translation
share data) into US$*
------------------------------ --------------
Basic profit
(loss) per
share (0.76) 0.62 (0.16) (0.87)
Diluted profit
(loss) per
share (0.76) 0.62 (0.16) (0.87)
===== === ==== ====== ======= ====
Basic profit
(loss) per
share
continuing
operations (0.78) 0.53 (1.44) (0.89)
===== === ==== ====== ======= ====
Diluted profit
(loss) per
share
continuing
operations (0.78) 0.53 (1.44) (0.89)
===== === ==== ====== ======= ====
Basic profit
per share
discontinued
operation 0.02 0.09 1.28 0.02
===== ==== ==== ====== ======= =====
Diluted profit
per share
discontinued
operation 0.02 0.09 1.28 0.02
===== ==== ==== ====== ======= =====
* Convenience translation into US$ (exchange rate as at March 31, 2026: euro 1 = US$ 1.149)
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Interim Statements of Changes
in Equity
------------------------------------------------------------------------------------------------------------------------------------------
Non-
controlling Total
Attributable to shareholders of the Company interests Equity
------------------------------------------------------------------------- ------------- ----------
Translation
reserve Transaction
from reserve with
Share Share Accumulated Treasury foreign Hedging non-controlling
capital premium deficit shares operations reserve interests Total
EURin thousands
----------------------------------------------------------------------------------------------------------------------
For the three
months
ended March 31,
2026
(unaudited):
Balance as at
January 1, 2026 28,002 96,585 (13,694) (1,736) 10,935 5,739 14,757 140,588 24,552 165,140
Loss for the
period - - (10,443) - - - - (10,443) (1,777) (12,220)
Other
comprehensive
income for the
period - - - - 2,412 1,798 - 4,210 1,708 5,918
------- ------- ----------- -------- ----------- ------- --------------- ------- -------- --- -------
Total
comprehensive
income (loss) for
the period - - (10,443) - 2,412 1,798 0 (6,233) (69) (6,302)
Transactions
with owners of
the Company,
recognized
directly in
equity:
Proceeds from
transactions with
non-controlling
interests - - - - - - 6 6 - 6
Options exercise 6 18 - - - - - 24 - 24
------- ------- ----------- -------- ----------- ------- --------------- ------- -------- --- -------
Balance as at
March 31, 2026 28,008 96,603 (24,137) (1,736) 13,347 7,537 14,763 134,385 24,483 158,868
------- ------- ----------- -------- ----------- ------- --------------- ------- -------- --- -------
For the three
months
ended March 31,
2025
(unaudited):
Balance as at
January 1, 2025 25,613 86,271 (11,561) (1,736) 8,446 5,892 5,697 118,622 10,663 129,285
Loss for the
period - - 7,994 - - - - 7,994 (1,176) 6,818
Other
comprehensive
income (loss) for
the period - - - - (9,329) 2,372 - (6,957) 2,020 (4,937)
------- ------- ----------- -------- ----------- ------- --------------- ------- -------- --- -------
Total
comprehensive
income (loss) for
the period - - 7,994 - (9,329) 2,372 - 1,037 844 1,881
Transactions
with owners of
the Company,
recognized
directly in
equity:
Share-based
payments - 4 - - - - - 4 - 4
------- ------- ----------- -------- ----------- ------- --------------- ------- -------- --- -------
Balance as at
March 31, 2025 25,613 86,275 (3,567) (1,736) (883) 8,264 5,697 119,663 11,507 131,170
------- ------- ----------- -------- ----------- ------- --------------- ------- -------- --- -------
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Interim Statements of Changes
in Equity (cont'd)
-----------------------------------------------------------------------------------------------------------------------------------------
Non-
controlling Total
Attributable to shareholders of the Company interests Equity
------------------------------------------------------------------------ ------------- ----------
Translation
reserve Transaction
from reserve with
Share Share Accumulated Treasury foreign Hedging non-controlling
capital premium deficit shares operations reserve interests Total
-------- ------- ------------- -------- ----------- ------- --------------- --------
EUR in thousands
----------------------------------------------------------------------------------------------------------------------
For the year
ended
December 31,
2025 (audited):
Balance as at
January 1, 2025 25,613 86,271 (11,561) (1,736) 8,446 5,892 5,697 118,622 10,663 129,285
Loss for the year - - (2,133) - - -- - (2,133) (4,248) (6,381)
Other
comprehensive
income (loss) for
the year - - - - 2,489 (153) - 2,336 (7) 2,329
------- ------- -------- --- ------- ----------- ------ --------------- ------- -------- -------
Total
comprehensive
income (loss) for
the year - - (2,133) - 2,489 (153) - 203 (4,255) (4,052)
Transactions
with owners of
the Company,
recognized
directly in
equity:
Sale of shares in
subsidiaries from
non-controlling
interests - - - - - - 9,060 9,060 16,997 26,057
Options exercise 7 17 - - - - - 24 - 24
Issuance of
ordinary shares 2,382 10,281 - - - - - 12,663 - 12,663
Issuance of
capital note to
non-controlling
interests - - - - - - - - 1,147 1,147
Share-based
payments - 16 - - - - - 16 - 16
------- ------- -------- --- ------- ----------- ------ --------------- ------- -------- --- -------
Balance as at
December 31,
2025 28,002 96,585 (13,694) (1,736) 10,935 5,739 14,757 140,588 24,552 165,140
------- ------- -------- ------- ----------- ------ --------------- ------- -------- --- -------
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Interim Statements of Changes
in Equity (cont'd)
-----------------------------------------------------------------------------------------------------------------------------------------
Non-
controlling Total
Attributable to shareholders of the Company interests Equity
------------------------------------------------------------------------ ------------- ----------
Translation
reserve Transaction
from reserve with
Share Share Accumulated Treasury foreign Hedging non-controlling
capital premium deficit shares operations reserve interests Total
-------- ------- ------------- -------- ----------- ------- --------------- --------
Convenience translation into US$ (exchange rate as
at March 31, 2026: euro 1 = US$ 1.149)
----------------------------------------------------------------------------------------------------------------------
For the three
months
ended March 31,
2026
(unaudited):
Balance as at
January 1, 2026 32,169 110,958 (15,733) (1,994) 12,563 6,594 16,953 161,510 28,208 189,717
Loss for the
period - - (11,996) - - - - (11,996) (2,043) (14,039)
Other
comprehensive
income for the
period - - - - 2,771 2,065 - 4,836 1,961 6,797
------- ------- -------- --- ------- ----------- ------- --------------- ------- -------- --- -------
Total
comprehensive
income (loss) for
the period - - (11,996) - 2,771 2,065 - (7,160) (82) (7,242)
Transactions
with owners of
the Company,
recognized
directly in
equity:
Proceeds from
transactions with
non-controlling
interests - - - - - - 7 7 - 7
Options exercise 7 21 - - - - - 28 - 28
------- ------- -------- --- ------- ----------- ------- --------------- ------- -------- --- -------
Balance as at
March 31, 2026 32,176 110,979 (27,729) (1,994) 15,334 8,659 16,960 154,385 28,126 182,511
------- ------- -------- ------- ----------- ------- --------------- ------- -------- --- -------
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Interim Statements of Cash
Flow
------------------------------------------------------------------
For the
year
ended For the three
For the three months December months ended
ended March 31, 31, March 31,
---------------------- -------- -------------
2026 2025 2025 2026
------------ -------- -------- -------------
Unaudited Audited Unaudited
---------------------- -------- -------------
Convenience
Translation
EURin thousands into US$*
-------------------------------- -------------
Cash flows
generated from
operating
activities
Profit (loss) for
the period (12,220) 6,818 (6,381) (14,039)
Adjustments for:
----------------
Financing expenses
(income), net 8,220 (7,221) 27,358 9,442
Loss from
settlement of
derivatives
contract - - 424 -
Depreciation and
amortization
expenses 4,515 4,238 16,481 5,187
Share-based
payment
transactions - 4 16 -
Profit from
discontinued
operation (net of
tax) (298) (1,189) (16,930) (342)
Change in trade
receivables and
other
receivables (3,811) 6,178 5,883 (4,378)
Change in other
assets - (496) (713) -
Change in trade
payables (100) 1,267 551 (115)
Change in other
payables 3,275 (5,358) (5,832) 3,762
Tax benefit 1,600 (922) (2,528) 1,838
Income taxes paid (605) - (583) (695)
Interest received 709 351 2,160 813
Interest paid (3,229) (3,408) (17,470) (3,709)
------- ------- ------- ---------
10,276 (6,556) 8,817 11,803
---------------- ------- ------- ------- ---------
Net cash
generated from
(used in)
operating
activities (1,944) 262 2,436 (2,236)
======= ======= ======= =========
Cash flows
generated from
investing
activities
Acquisition of
fixed assets (11,215) (18,550) (97,828) (12,884)
Interest paid
capitalized to
fixed assets (974) (876) (4,052) (1,119)
Advances on
account of
investments - - 547 -
Proceed from
(investment in)
restricted cash,
net (19,726) 1,307 1,584 (22,662)
Proceeds from
investment in
short-term
deposits - (39,132) - -
------- ------- ------- ---------
Net cash used in
investing
activities (31,915) (57,251) (99,749) (36,665)
======= ======= ======= =========
Cash flows
generated from
financing
activities
Proceeds from
exercise of
warrants - - 24 -
Cost associated
with long-term
loans (703) (658) (4,575) (808)
Proceeds from
issuance of
shares - - 12,663 -
Options exercise 24 - - 28
Proceeds from
transactions with
non-controlling
interests 6 - - 7
Proceeds from
minority partners
in the Italian
solar portfolio - - 51,458 -
Payment of
principal of
lease
liabilities (306) (372) (1,548) (352)
Proceeds from
short-term loans 17,453 - - 20,050
Proceeds from
long-term loans 27,808 306 51,681 31,947
Repayment of
long-term loans (1,810) (1,792) (35,414) (2,079)
Repayment of
debentures (15,314) - (35,691) (17,593)
Proceeds from
issuance of
debentures, net - 56,729 91,181 -
Proceeds from the
sale of tax
credits 3,981 - 10,160 4,573
Proceeds from
issuance of
warrants - - 475 -
------- ------- ------- ---------
Net cash generated
from financing
activities 31,139 54,213 140,414 35,773
======= ======= ======= =========
Effect of exchange
rate fluctuations
on cash and cash
equivalents (1,197) (3,210) 3,379 (1,374)
------- ------- ------- ---------
Increase
(decrease) in
cash and cash
equivalents (3,917) (5,986) 46,480 (4,500)
Cash and cash
equivalents at
the beginning of
year 87,614 41,134 41,134 100,652
Cash and cash
equivalents at
the end of the
period 83,697 35,148 87,614 96,152
======= ======= ======= =========
* Convenience translation into US$ (exchange rate as at March 31, 2026: euro 1 = US$ 1.149)
Ellomay Capital Ltd. and its Subsidiaries
Operating Segments
--------------------------------------------------------------------------------------------------------------------------------------------------------
Italy Spain USA Netherlands Israel Total
--------- ------------------------------- ------- ------------- -----------------
Subsidized 28 MV reportable Total
Solar Plants Solar Talasol Solar Biogas Dorad(1) Manara segments Reconciliations consolidated
--------- ------------ ------- -------- ------- ------------- -------- ------- ------------ ----------------- --------------
For the three months ended March 31, 2026
--------------------------------------------------------------------------------------------------------------------------------------
EURin thousands
--------------------------------------------------------------------------------------------------------------------------------------
Revenues 773 776 143 2,683 268 4,022 15,195 - 23,860 (15,195) 8,665
Operating
expenses (171) (114) (172) (993) (74) (3,552) (11,732) - (16,808) 11,731 (5,077)
Depreciation
expenses (447) (230) (253) (2,899) (402) (261) (1,454) - (5,946) 1,430 (4,516)
------- ------- ------ ------- ------ -------- ------- ------- -------- ----------- ---- ---------
Gross profit
(loss) 155 432 (282) (1,209) (208) 209 2,009 - 1,106 (2,034) (928)
Project
development
costs (375)
General and
administrative
expenses (2,475)
Other income, net 1,080
--------- ---
Operating profit (2,698)
Financing income 616
Financing income
in connection
with derivatives
and warrants,
net 493
Financing
expenses in
connection with
projects
finance (1,430)
Financing
expenses in
connection with
debentures (3,951)
Interest expenses
on minority
shareholder
loan (735)
Other financing
expenses (3,213)
Financing
expenses, net (8,220)
---------
Loss before taxes
on income (10,918)
Taxes on income (1,600)
Loss from
continuing
operations (12,518)
Profit from
discontinued
operation (net
of tax) 298
Segment assets as
at March 31,
2026 206,827 13,134 18,019 210,883 82,786 32,488 109,336 212,155 885,628 (213) 885,415
(_________________________________________)
(1) Asset held for sale in connection with sale of Ellomay Luzon Energy.
Ellomay Capital Ltd. and its Subsidiaries
Reconciliation of Profit (Loss) to EBITDA
------------------------------------------------------------
For the
year
For the three ended For the three
months ended March December months ended
31, 31, March 31,
2026 2025 2025 2026
--------- ------- -------- -------------
Convenience
Translation
EUR in thousands into US$*
---------------------------- -------------
Net profit
(loss) for the
period (12,220) 6,818 (6,381) (14,039)
Financing
expenses
(income), net 8,220 (7,221) 27,358 9,443
Taxes on income
(tax benefit) 1,600 (922) (2,528) 1,838
Depreciation and
amortization
expenses 4,516 4,238 16,481 5,188
---------------- ------- ------ ------- ---------
EBITDA 2,116 2,913 34,930 2,430
* Convenience translation into US$ (exchange rate as at March 31, 2026: euro 1 = US$ 1.149)
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, Series F and Series G 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 dated April 30, 2026, and below.
Net Financial Debt
As of March 31, 2026, the Company's Net Financial Debt, (as such term is defined in the Deeds of Trust of the Company's Debentures), was approximately EUR165.2 million (consisting of approximately EUR405.2(2) million of short-term and long-term debt from banks and other interest bearing financial obligations, approximately EUR248.9(3) million in connection with (i) the Series D Convertible Debentures issuance (in February 2021), (ii) the Series E Secured Debentures issuance (in February 2023), (iii) the Series F Debentures issuance (in January, April, August and November 2024) and (iv) the Series G Debentures issuance (in February and December 2025)), net of approximately EUR83.7 million of cash and cash equivalents, short-term deposits and marketable securities and net of approximately EUR405.2(4) million of project finance and related hedging transactions of the Company's subsidiaries).
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 March 31, 2026, 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 EUR145.5 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 53.2%, and (iii) the ratio of the Company's Net Financial Debt to the Company's Adjusted EBITDA(5) was 4.8.
The following is a reconciliation between the Company's profit and the Adjusted EBITDA (as defined in the Series D Deed of Trust) for the four-quarter period ended March 31, 2026:
For the four-quarter period
ended March 31, 2026
------------------------------
Unaudited
------------------------------
EUR in thousands
------------------------------
Loss for the period (25,419)
Financing expenses, net 42,799
Tax benefit (6)
Depreciation and amortization expenses 16,759
Share based payments 12
Adjustment to data relating to projects
with a Commercial Operation Date during
the four preceding quarters(6) 187
------------------------------------------- ------------------------ ---
Adjusted EBITDA as defined the Series D
Deed of Trust 34,332
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 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, 2026, 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 EUR144.8 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 53.4%, and (iii) the ratio of the Company's Net Financial Debt to the Company's Adjusted EBITDA(7) was 4.8.
The following is a reconciliation between the Company's profit and the Adjusted EBITDA (as defined in the Series F Deed of Trust) for the four-quarter period ended March 31, 2026:
For the four-quarter period
ended March 31, 2026
------------------------------
Unaudited
------------------------------
EUR in thousands
------------------------------
Loss for the period (25,419)
Financing expenses, net 42,799
Tax benefit (6)
Depreciation and amortization expenses 16,759
Share based payments 12
Adjustment to data relating to projects
with a Commercial Operation Date during
the four preceding quarters(8) 187
------------------------------------------- ------------------------ ---
Adjusted EBITDA as defined the Series F
Deed of Trust 34,332
Ellomay Capital Ltd. and its Subsidiaries
Information for the Company's Debenture Holders (cont'd)
Information for the Company's Series G 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 March 31, 2026, 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 EUR144.8 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 53.4%, and (iii) the ratio of the Company's Net Financial Debt to the Company's Adjusted EBITDA(9) was 4.8.
The following is a reconciliation between the Company's profit and the Adjusted EBITDA (as defined in the Series G Deed of Trust) for the four-quarter period ended March 31, 2026:
For the four-quarter period
ended March 31, 2026
------------------------------
Unaudited
------------------------------
EUR in thousands
------------------------------
Loss for the period (25,419)
Financing expenses, net 42,799
Tax benefit (6)
Depreciation and amortization expenses 16,759
Share based payments 12
Adjustment to data relating to projects
with a Commercial Operation Date during
the four preceding quarters(10) 187
------------------------------------------- ------------------------ ---
Adjusted EBITDA as defined the Series G
Deed of Trust 34,332
(_____________________________________________)
(2) The amount of short-term and long-term debt from banks and other interest-bearing financial obligations provided above, includes an amount of approximately EUR5.5 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.
(3) The amount of the debentures provided above includes an amount of approximately EUR3.9 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 March 31, 2026 in the amount of approximately EUR1.5 million.
(4) 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).
(5) 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."
(6) The adjustment is based on the results of solar plants in the USA that were connected to the grid and commenced delivery of electricity to the grid during the four quarters preceding March 31, 2026.
(7) 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."
(8) The adjustment is based on the results of solar plants in the USA that were connected to the grid and commenced delivery of electricity to the grid during the four quarters preceding March 31, 2026.
(9) The term "Adjusted EBITDA" is defined in the Series G 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 G 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 G Deed of Trust). The Series G 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 G 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 the USA that were connected to the grid and commenced delivery of electricity to the grid during the four quarters preceding March 31, 2026.
(END) Dow Jones Newswires
May 27, 2026 06:00 ET (10:00 GMT)