Financial Highlights
- Total assets as of
June 30, 2026 amounted to approximately €959.2 million (including approximately €113.5 million in cash and cash equivalents and approximately €53.3 million in short term deposits), compared to total assets as ofDecember 31, 2025 of approximately €843.5 million (including approximately €87.6 million in cash and cash equivalents). - Revenues1 for the three months ended
June 30, 2026 were approximately €12.4 million, compared to revenues of approximately €11.3 million for the three months endedJune 30, 2025 . Revenues for the six months endedJune 30, 2026 were approximately €21.1 million, compared to revenues of approximately €20.1 million for the six months endedJune 30, 2025 . - Profit for the three months ended
June 30, 2026 was approximately €70.5 million, compared to loss of approximately €8.4 million for the three months endedJune 30, 2025 . Profit for the six months endedJune 30, 2026 was approximately €58.3 million, compared to loss of approximately €1.6 million for the six months endedJune 30, 2025 . - EBITDA for the three months ended
June 30, 2026 was approximately €88.5 million, compared to EBITDA of approximately €3.2 million for the three months endedJune 30, 2025 . EBITDA for the six months endedJune 30, 2026 was approximately €90.6 million, compared to EBITDA of approximately €6.1 million for the six months endedJune 30, 2025 . See below under “Use of Non-IFRS Financial Measures” for additional disclosure concerning EBITDA and the table on page 15 of this press release for a reconciliation of these numbers to profit and loss. - In
May 2026 , the Company completed the sale of its indirect holdings inEllomay Luzon Energy Infrastructures Ltd. (“Ellomay Luzon Energy”) for a purchase price of approximatelyNIS 560 million (approximately €167 million). 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 recorded a net profit of €94.8 million (representing a capital gain, gross, in the amount of €110.8 million, net of taxes in the amount of €16 million, comprised of tax expense on income of approximately €27.8 million and a tax benefit from the utilization of losses of €11.8 million) in the three months endedJune 30, 2026 .
In connection with such sale, inMay 2026 the Company executed an early repayment of its Series E Secured Debentures, which were secured by a pledge on the Ellomay Luzon Energy shares. The principal of the Series E Secured Debentures wasNIS 165 million (approximately €46.5 million) and the aggregate repayment amount was approximatelyNIS 170 million (approximately €47.9 million), which includes accrued interest and the early repayment fee.
Financial Overview for the Six Months Ended
- Revenues were approximately €21.1 million for the six months ended
June 30, 2026 , compared to approximately €20.1 million for the six months endedJune 30, 2025 . The increase in revenues mainly resulted from revenues generated by four solar facilities in theUSA that were connected to the grid during the second and third quarters of 2025 and during the second quarter of 2026, and from increased production and revenues from the Company's biogas facilities inthe Netherlands , partially offset by decreases in the electricity prices inItaly andSpain commencing 2025 and during the first half of 2026. - Operating expenses were approximately €9.8 million for the six months ended
June 30, 2026 , compared to approximately €9.2 million for the six months endedJune 30, 2025 . The increase in operating expenses mainly resulted from higher operating expenses of the Company's biogas facilities inthe Netherlands , reflecting their increased production, and by the achievement of the preliminary acceptance certificate (“PAC”) for the Company’s 18 MW Italian solar facility subsequent toJune 30, 2025 . This increase was partially offset by a lower 7% Spanish tax on revenues generated from electricity production due to a decrease in revenues as a result of lower electricity prices. Depreciation and amortization expenses were approximately €9.1 million for the six months endedJune 30, 2026 , compared to approximately €8.5 million for the six months endedJune 30, 2025 . - Project development costs were approximately €0.8 million for the six months ended
June 30, 2026 , compared to approximately €2.9 million for the six months endedJune 30, 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 €4.9 million for the six months ended
June 30, 2026 , compared to approximately €3.4 million for the six months endedJune 30, 2025 . The increase in general and administrative expenses is mainly due to higher payroll expenses, due to payment bonuses to employees, higher insurance expenses, reflecting a run-off insurance policy purchased in connection with the change of control in the Company, and higher consulting expenses. - Other income was approximately €1.8 million for the six months ended
June 30, 2026 , compared to approximately €1.4 million for the six months endedJune 30, 2025 . The other income recognized during the six months endedJune 30, 2026 mainly resulted from the recognition of a proportional share of deferred income related to tax credits in connection with the Company’sUSA solar facilities. The other income during the six months endedJune 30, 2025 was recognized based on agreed compensation expected to be received from the engineering, procurement and construction (“EPC”) contractor of two of the Company’sUSA solar facilities for loss of income due to delays in construction. - Financing expenses, net was approximately €32.6 million for the six months ended
June 30, 2026 , compared to financing expenses, net of approximately €1 million for the six months endedJune 30, 2025 . The change in financing expenses, net, was mainly attributable to higher expenses resulting from exchange rate differences that amounted to approximately €24.7 million for the six months endedJune 30, 2026 , compared to income from exchange rate differences of approximately €5.6 million for the six months endedJune 30, 2025 , an aggregate change of approximately €30.3 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 9.4% appreciation of the NIS against the euro during the six months endedJune 30, 2026 , compared to a 4.2% devaluation of the NIS against the euro during the six months endedJune 30, 2025 . The increase in financing expenses, net also resulted from an increase of approximately €1.6 million in interest expenses in connection with the Company’s debentures and financing expenses of approximately €1.2 million in connection with the early repayment of the Series E Secured Debentures, partially offset by an increase of approximately €3.1 million in income resulting from revaluation of warrants. - Tax benefit was approximately €9.4 million for the six months ended
June 30, 2026 , compared to tax benefit of approximately €1.8 million for the six months endedJune 30, 2025 . The change is mainly due to tax benefit in the amount of €11.8 million resulting from the utilization of current and carryforward losses in connection with the sale of the investment in Ellomay Luzon Energy inMay 2026 . Such tax benefit was partially offset by a decrease of approximately €2.4 million in deferred tax asset recorded by one of the Company’s Spanish facilities in connection with the expected utilization of excess financing expenses. Such decrease was due to a change in estimate in respect of the expected utilization based on updated forecasts. - Loss from continuing operations was approximately €25 million for the six months ended
June 30, 2026 , compared to a loss from continuing operations of approximately €1.6 million for the six months endedJune 30, 2025 . - Profit from discontinued operation (net of tax) was approximately €83.3 million for the six months ended
June 30, 2026 , compared to profit from discontinued operation (net of tax) of approximately €12 thousand for the six months endedJune 30, 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 inMay 2026 . - Profit for the six months ended
June 30, 2026 was approximately €58.3 million, compared to loss of approximately €1.6 million for the six months endedJune 30, 2025 . - Total other comprehensive income was approximately €8.7 million for the six months ended
June 30, 2026 , compared to total other comprehensive loss of approximately €8.7 million for the six months endedJune 30, 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, representing a change of approximately €16.3 million. The change also resulted from an approximately €1.1 million changes in fair value of cash flow hedges. - Total comprehensive income was approximately €67 million for the six months ended
June 30, 2026 , compared to total comprehensive loss of approximately €10.3 million for the six months endedJune 30, 2025 . - EBITDA was approximately €90.6 million for the six months ended
June 30, 2026 , compared to approximately €6.1 million for the six months endedJune 30, 2025 . See below under “Use of Non-IFRS Financial Measures” for additional disclosure concerning EBITDA and the table on page 15 of this press release for a reconciliation of these numbers to profit and loss. - Net cash used in operating activities was approximately €3.7 million for the six months ended
June 30, 2026 , compared to net cash generated from operating activities of approximately €5.1 million for the six months endedJune 30, 2025 . The change in net cash used in operating activities mainly resulted from lower revenues from the Company's Italian and Spanish solar facilities and increased expenditure, including interest on Debentures and loans paid and an expense in connection with the early repayment of the Series E Secured Debentures.
CEO Review First Half 2026
In the first half of 2026, the Company’s revenues amounted to approximately €21.1 million, compared to revenues of approximately €20.1 million in the corresponding half last year. The increase in revenues was primarily attributable to the biogas activity in
In the first quarter of 2026, an agreement was signed for the sale of the Company’s 50% interest in
In
In the
In
In
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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 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 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 48 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 150 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 49 MW that are connected to the grid and 14 MW that is awaiting connection to the grid.
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. 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 the 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 | ||||||
2026 | 2025 | 2026 | ||||
| Unaudited | Audited | Unaudited | ||||
| € in thousands | Convenience Translation into US$ in thousands* | |||||
| Assets | ||||||
| Current assets: | ||||||
| Cash and cash equivalents | 113,474 | 87,614 | 129,344 | |||
| Short-term deposits | 53,322 | - | 60,780 | |||
| Restricted cash | 590 | 656 | 673 | |||
| Intangible asset from green certificates | 602 | 29 | 686 | |||
| Trade and revenue receivables | 7,630 | 7,236 | 8,697 | |||
| Other receivables | 15,365 | 14,918 | 17,514 | |||
| Derivatives | 5,057 | 3,743 | 5,764 | |||
| 196,040 | 114,196 | 223,458 | ||||
| Non-current assets | ||||||
| Investment in equity accounted investee | - | 59,542 | - | |||
| Fixed assets | 654,974 | 566,876 | 746,578 | |||
| Right-of-use asset | 48,380 | 44,386 | 55,146 | |||
| Restricted cash and deposits | 15,695 | 16,071 | 17,890 | |||
| Deferred tax | 9,652 | 11,914 | 11,002 | |||
| Long term receivables | 20,870 | 18,097 | 23,789 | |||
| Derivatives | 13,576 | 12,433 | 15,475 | |||
| 763,147 | 729,319 | 869,880 | ||||
| Total assets | 959,187 | 843,515 | 1,093,338 | |||
| Liabilities and Equity | ||||||
| Current liabilities | ||||||
| Current maturities of long-term bank loans | 45,481 | 17,235 | 51,842 | |||
| Current maturities of other long-term loans | 6,124 | 3,666 | 6,980 | |||
| Current maturities of debentures | 55,702 | 39,803 | 63,492 | |||
| Trade payables | 11,792 | 6,719 | 13,441 | |||
| Other payables | 18,204 | 16,633 | 20,751 | |||
| Derivatives | 1,534 | 675 | 1,749 | |||
| Current maturities of lease liabilities | 950 | 844 | 1,083 | |||
| Income tax payables | 16,721 | 512 | 19,060 | |||
| Warrants | 2,062 | 5,929 | 2,350 | |||
| 158,570 | 92,016 | 180,748 | ||||
| Non-current liabilities | ||||||
| Long-term lease liabilities | 39,266 | 35,491 | 44,758 | |||
| Long-term bank loans | 298,808 | 272,388 | 340,599 | |||
| Other long-term loans | 60,688 | 58,457 | 69,176 | |||
| Debentures | 157,261 | 209,374 | 179,255 | |||
| Deferred tax | 3,478 | 3,170 | 3,964 | |||
| Other long-term liabilities | 7,833 | 6,179 | 8,928 | |||
| Derivatives | 967 | 1,300 | 1,102 | |||
| 568,301 | 586,359 | 647,782 | ||||
| Total liabilities | 726,871 | 678,375 | 828,530 | |||
| Equity | ||||||
| Share capital | 28,008 | 28,002 | 31,925 | |||
| Share premium | 96,757 | 96,585 | 110,289 | |||
| (1,736) | (1,736) | (1,979) | ||||
| Transaction reserve with non-controlling interests | 14,763 | 14,757 | 16,828 | |||
| Reserves | 24,377 | 16,674 | 27,787 | |||
| Retained earnings (accumulated deficit) | 48,198 | (13,694) | 54,939 | |||
| Total equity attributed to shareholders of the Company | 210,367 | 140,588 | 239,789 | |||
| Non-controlling interest | 21,949 | 24,552 | 25,019 | |||
| Total equity | 232,316 | 165,140 | 264,808 | |||
| Total liabilities and equity | 959,187 | 843,515 | 1,093,338 | |||
* Convenience translation into US$ (exchange rate as at
| Condensed Consolidated Interim Statements of Profit or Loss and Other Comprehensive Income (Loss) | ||||||||||||
| For the three months ended | For the six months ended | For the year ended | For the six months ended | |||||||||
| 2026 | 2025 | 2026 | 2025 | 2025 | 2026 | |||||||
| Unaudited | Audited | Unaudited | ||||||||||
| € in thousands (except per share data) | Convenience Translation into US$* | |||||||||||
| Revenues | 12,419 | 11,276 | 21,084 | 20,136 | 42,827 | 24,033 | ||||||
| Operating expenses | (4,771) | (4,579) | (9,848) | (9,206) | (19,408) | (11,225) | ||||||
| Depreciation and amortization expenses | (4,593) | (4,250) | (9,109) | (8,488) | (16,481) | (10,383) | ||||||
| Gross profit | 3,055 | 2,447 | 2,127 | 2,442 | 6,938 | 2,425 | ||||||
| Project development costs | (435) | (1,825) | (810) | (2,870) | (2,649) | (923) | ||||||
| General and administrative expenses | (2,467) | (1,722) | (4,942) | (3,384) | (6,369) | (5,633) | ||||||
| Other income | 722 | 1,233 | 1,802 | 1,431 | 3,599 | 2,054 | ||||||
| Operating profit (loss) | 875 | 133 | (1,823) | (2,381) | 1,519 | (2,077) | ||||||
| Financing income (expense) | 834 | (4,430) | 1,428 | 7,051 | 2,876 | 1,628 | ||||||
| Financing income (expenses) in connection with derivatives and warrants, net | 3,048 | 815 | 3,540 | 439 | (3,917) | 4,035 | ||||||
| Financing expenses in connection with projects finance | (1,492) | (1,602) | (2,922) | (2,976) | (6,612) | (3,331) | ||||||
| Financing expenses in connection with debentures | (2,578) | (2,260) | (6,530) | (4,000) | (8,316) | (7,443) | ||||||
| Interest expenses on minority shareholder loan | (821) | (454) | (1,556) | (930) | (2,047) | (1,774) | ||||||
| Other financing expenses | (23,371) | (268) | (26,560) | (562) | (9,342) | (30,275) | ||||||
| Financing expenses, net | (24,380) | (8,199) | (32,600) | (978) | (27,358) | (37,160) | ||||||
| Loss before taxes on income | (23,505) | (8,066) | (34,423) | (3,359) | (25,839) | (39,237) | ||||||
| Tax benefit | 10,976 | 849 | 9,376 | 1,771 | 2,528 | 10,687 | ||||||
| Loss for the period from continuing operations | (12,529) | (7,217) | (25,047) | (1,588) | (23,311) | (28,550) | ||||||
| Profit from discontinued operation (net of tax) | 83,036 | (1,177) | 83,334 | 12 | 16,930 | 94,989 | ||||||
| Profit (loss) for the period | 70,507 | (8,394) | 58,287 | (1,576) | (6,381) | 66,439 | ||||||
| Profit (loss) attributable to: | ||||||||||||
| Owners of the Company | 72,335 | (7,684) | 61,892 | 310 | (2,133) | 70,549 | ||||||
| Non-controlling interests | (1,828) | (710) | (3,605) | (1,886) | (4,248) | (4,110) | ||||||
| Profit (loss) for the period | 70,507 | (8,394) | 58,287 | (1,576) | (6,381) | 66,439 | ||||||
| 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 | 14,016 | 490 | 16,518 | (9,048) | 2,517 | 18,829 | ||||||
| Foreign currency translation differences for foreign operations that were recognized in profit or loss | (9,225) | - | (9,225) | - | - | (10,515) | ||||||
| Effective portion of change in fair value of cash flow hedges | 360 | (1,630) | 4,444 | 2,634 | 2,546 | 5,066 | ||||||
| Net change in fair value of cash flow hedges transferred to profit or loss | (2,364) | (2,619) | (3,032) | (2,282) | (2,734) | (3,456) | ||||||
| Total other comprehensive income (loss) | 2,787 | (3,759) | 8,705 | (8,696) | 2,329 | 9,924 | ||||||
| Total other comprehensive income (loss) attributable to: | ||||||||||||
| Owners of the Company | 3,493 | (1,898) | 7,703 | (8,855) | 2,336 | 8,781 | ||||||
| Non-controlling interests | (706) | (1,861) | 1,002 | 159 | (7) | 1,143 | ||||||
| Total other comprehensive income (loss) for the period | 2,787 | (3,759) | 8,705 | (8,696) | 2,329 | 9,924 | ||||||
| Total comprehensive income (loss) for the period | 73,294 | (12,153) | 66,992 | (10,272) | (4,052) | 76,363 | ||||||
| Total comprehensive income (loss) attributable to: | ||||||||||||
| Owners of the Company | 75,828 | (9,582) | 69,595 | (8,545) | 203 | 79,330 | ||||||
| Non-controlling interests | (2,534) | (2,571) | (2,603) | (1,727) | (4,255) | (2,967) | ||||||
| Total comprehensive income (loss) for the period | 73,294 | (12,153) | 66,992 | (10,272) | (4,052) | 76,363 | ||||||
* Convenience translation into US$ (exchange rate as at
| Condensed Consolidated Interim Statements of Profit or Loss and Other Comprehensive Income (Loss) (cont’d) | ||||||||||||
| For the three months ended | For the six months ended | For the year ended | For the six months ended | |||||||||
| 2026 | 2025 | 2026 | 2025 | 2025 | 2026 | |||||||
| Unaudited | Audited | Unaudited | ||||||||||
€ in thousands (except per share data) | Convenience Translation into US$* | |||||||||||
| Basic profit (loss) per share | 5.25 | (0.60) | 4.49 | 0.02 | (0.16) | 5.12 | ||||||
| Diluted profit (loss) per share | 5.25 | (0.60) | 4.47 | 0.02 | (0.16) | 5.10 | ||||||
| Basic profit (loss) per share continuing operations | 5.24 | (0.51) | (1.56) | 0.02 | (1.44) | (1.77) | ||||||
| Diluted profit (loss) per share continuing operations | 5.24 | (0.51) | (1.55) | 0.02 | (1.44) | (1.77) | ||||||
| Basic profit per share discontinued operation | 0.01 | 0.09 | 6.05 | - | 1.28 | 6.89 | ||||||
| Diluted profit per share discontinued operation | 0.01 | 0.09 | 6.02 | - | 1.28 | 6.86 | ||||||
* Convenience translation into US$ (exchange rate as at
| Condensed Consolidated Interim Statements of Changes in Equity | ||||||||||||||||||||
| Attributable to shareholders of the Company | Non- controlling | Total | ||||||||||||||||||
| Interests | Equity | |||||||||||||||||||
| Share capital | Share premium | Retained earnings (accumulated deficit) | Translation reserve from foreign operations | Hedging reserve | Transaction reserve with non-controlling interests | Total | ||||||||||||||
| € in thousands | ||||||||||||||||||||
| For the six months ended | ||||||||||||||||||||
| Balance as at | 28,002 | 96,585 | (13,694) | (1,736) | 10,935 | 5,739 | 14,757 | 140,588 | 24,552 | 165,140 | ||||||||||
| Profit (loss) for the period | - | - | 61,892 | - | - | - | - | 61,892 | (3,605) | 58,287 | ||||||||||
| Other comprehensive income (loss) for the period | - | - | - | - | 6,995 | 708 | - | 7,703 | 1,002 | 8,705 | ||||||||||
| Total comprehensive income (loss) for the period | - | - | 61,892 | - | 6,995 | 708 | - | 69,595 | (2,603) | 66,992 | ||||||||||
| 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 | ||||||||||
| Share-based payments | - | 154 | - | - | - | - | - | 154 | - | 154 | ||||||||||
| Balance as at | 28,008 | 96,757 | 48,198 | (1,736) | 17,930 | 6,447 | 14,763 | 210,367 | 21,949 | 232,316 | ||||||||||
| For the six months ended | ||||||||||||||||||||
| Balance as at | 25,613 | 86,271 | (11,561) | (1,736) | 8,446 | 5,892 | 5,697 | 118,622 | 10,663 | 129,285 | ||||||||||
| Profit (loss) for the period | - | - | 310 | - | - | - | - | 310 | (1,886) | (1,576) | ||||||||||
| Other comprehensive income (loss) for the period | - | - | - | - | (8,900) | 45 | - | (8,855) | 159 | (8,696) | ||||||||||
| Total comprehensive income (loss) for the period | - | - | 310 | - | (8,900) | 45 | - | (8,545) | (1,727) | (10,272) | ||||||||||
| Transactions with owners of the Company, recognized directly in equity: | ||||||||||||||||||||
| Sale of shares in subsidiaries from non-controlling interests | - | - | - | - | - | - | 9,060 | 9,060 | 16,996 | 26,056 | ||||||||||
| Issuance of capital note to non-controlling interest | - | - | - | - | - | - | - | - | 1,148 | 1,148 | ||||||||||
| Share-based payments | - | 4 | - | - | - | - | - | 4 | - | 4 | ||||||||||
| Balance as at | 25,613 | 86,275 | (11,251) | (1,736) | (454) | 5,937 | 14,757 | 119,141 | 27,080 | 146,221 | ||||||||||
| Condensed Consolidated Interim Statements of Changes in Equity (cont’d) | ||||||||||||||||||||
| Attributable to shareholders of the Company | Non- controlling | Total | ||||||||||||||||||
| interests | Equity | |||||||||||||||||||
| Share capital | Share premium | Accumulated deficit | Translation reserve from foreign operations | Hedging reserve | Transaction reserve with non-controlling interests | Total | ||||||||||||||
| € in thousands | ||||||||||||||||||||
| For the year ended | ||||||||||||||||||||
| Balance as at | 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 | 28,002 | 96,585 | (13,694) | (1,736) | 10,935 | 5,739 | 14,757 | 140,588 | 24,552 | 165,140 | ||||||||||
| Condensed Consolidated Interim Statements of Changes in Equity (cont’d) | ||||||||||||||||||||
| Attributable to shareholders of the Company | Non- controlling | Total | ||||||||||||||||||
| interests | Equity | |||||||||||||||||||
| Share capital | Share premium | Accumulated deficit (retained earnings) | Translation reserve from foreign operations | Hedging Reserve | Transaction reserve with Non-controlling interests | Total | ||||||||||||||
Convenience translation into US$ (exchange rate as at | ||||||||||||||||||||
| For the six months ended | ||||||||||||||||||||
| Balance as at | 31,918 | 110,092 | (15,610) | (1,979) | 12,464 | 6,542 | 16,821 | 160,248 | 27,986 | 188,234 | ||||||||||
| Profit (loss) for the period | - | - | 70,549 | - | - | - | - | 70,549 | (4,110) | 66,439 | ||||||||||
| Other comprehensive income (loss) for the period | - | - | - | - | 7,974 | 807 | - | 8,781 | 1,143 | 9,924 | ||||||||||
| Total comprehensive income (loss) for the period | - | - | 70,549 | - | 7,974 | 807 | - | 79,330 | (2,967) | 76,363 | ||||||||||
| 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 | ||||||||||
| Share-based payments | - | 176 | - | - | - | - | - | 176 | - | 176 | ||||||||||
| Balance as at | 31,925 | 110,289 | 54,939 | (1,979) | 20,438 | 7,349 | 16,828 | 239,789 | 25,019 | 264,808 | ||||||||||
| Condensed Consolidated Interim Statements of Cash Flow | ||||||||||||
| For the three months ended | For the six months ended | For the year ended | For the six months ended | |||||||||
| 2026 | 2025 | 2026 | 2025 | 2025 | 2026 | |||||||
| Unaudited | Audited | Unaudited | ||||||||||
| € in thousands | Convenience Translation into US$* | |||||||||||
| Cash flows from operating activities | ||||||||||||
| Profit (loss) for the period | 70,507 | (8,394) | 58,287 | (1,576) | (6,381) | 66,439 | ||||||
| Adjustments for: | ||||||||||||
| Financing expenses, net | 24,380 | 8,199 | 32,600 | 978 | 27,358 | 37,160 | ||||||
| Profit from settlement of derivatives contract | - | - | - | - | 424 | - | ||||||
| Profit from discontinued operations | (110,804) | - | (110,804) | - | - | (126,301) | ||||||
| Share of (profits) loss of equity accounted investee | - | 1,177 | (298) | (12) | (16,930) | (340) | ||||||
| Taxes on income in connection with the sale of an equity accounted investee | 27,785 | - | 27,785 | - | - | 31,671 | ||||||
| Depreciation and amortization expenses | 4,593 | 4,250 | 9,109 | 8,488 | 16,481 | 10,383 | ||||||
| Share-based payment transactions | 154 | - | 154 | 4 | 16 | 176 | ||||||
| Loss on early redemption of debentures | (1,224) | - | (1,224) | - | - | (1,395) | ||||||
| Change in trade receivables and other receivables | 1,516 | 1,207 | (2,295) | 7,385 | 5,883 | (2,616) | ||||||
| Change in other assets | (196) | (506) | (196) | (1,002) | (713) | (224) | ||||||
| Change in trade payables | 20 | 1,411 | (80) | 2,678 | 551 | (91) | ||||||
| Change in other payables | 2,272 | 548 | 1,003 | (4,810) | (5,832) | 1,143 | ||||||
| Tax benefit | (10,976) | (849) | (9,376) | (1,771) | (2,528) | (10,687) | ||||||
| Income taxes paid | 104 | (27) | (500) | (27) | (583) | (571) | ||||||
| Interest received | 616 | 993 | 1,325 | 1,344 | 2,160 | 1,510 | ||||||
| Interest paid | (6,002) | (3,218) | (9,231) | (6,626) | (17,470) | (10,522) | ||||||
| (72,305) | 13,185 | (62,028) | 6,629 | 8,817 | (70,704) | |||||||
| Net cash provided by (used in) operating activities | (1,799) | 4,791 | (3,741) | 5,053 | 2,436 | (4,265) | ||||||
| Cash flows from investing activities | ||||||||||||
| Acquisition of fixed assets | (55,193) | (18,380) | (66,408) | (36,930) | (97,828) | (75,696) | ||||||
| Interest paid capitalized to fixed assets | (832) | (951) | (1,806) | (1,827) | (4,052) | (2,059) | ||||||
| Proceeds from a sale of an equity accounted investee | 167,503 | - | 167,503 | - | - | 190,930 | ||||||
| Advances on account of investments | - | - | - | - | 547 | - | ||||||
| Proceeds from (investment in) in restricted cash, net | 21,857 | (10,473) | 2,131 | (9,166) | 1,584 | 2,429 | ||||||
| Investment in short-term deposits, net | (55,025) | 39,132 | (55,025) | - | - | (62,721) | ||||||
| Net cash provided by (used in) investing activities | 78,310 | 9,328 | 46,395 | (47,923) | (99,749) | 52,883 | ||||||
| Cash flows from financing activities | ||||||||||||
| Issuance of warrants | - | 475 | - | 475 | 475 | - | ||||||
| Cost associated with long-term loans | (629) | (399) | (1,332) | (1,057) | (4,575) | (1,518) | ||||||
| Proceeds from issuance of shares | - | - | - | - | 12,663 | - | ||||||
| Options exercise | - | - | 24 | - | - | 27 | ||||||
| Sale of shares in subsidiaries to non-controlling interests | - | 20,852 | 6 | 20,852 | - | 7 | ||||||
| Proceeds from minority partners in the Italian solar portfolio | - | - | - | - | 51,458 | - | ||||||
| Payment of principal of lease liabilities | (235) | (80) | (541) | (452) | (1,548) | (617) | ||||||
| Proceeds from short-term loans | 11,194 | 17,434 | 24,338 | 17,434 | - | 27,742 | ||||||
| Proceeds from long-term loans | 11,735 | 159 | 43,852 | 465 | 51,681 | 49,985 | ||||||
| Repayment of long-term loans | (23,727) | (4,961) | (25,537) | (6,753) | (35,414) | (29,109) | ||||||
| Repayment of debentures | (48,627) | (35,691) | (63,941) | (35,691) | (35,691) | (72,884) | ||||||
| Proceeds from issuance of debentures, net | - | - | - | 56,729 | 91,181 | - | ||||||
| Proceeds from the sale of tax credits | - | - | 3,980 | - | 10,160 | 4,537 | ||||||
| Proceeds from exercise of options | - | - | - | - | 24 | - | ||||||
| Net cash provided by (used in) financing activities | (50,289) | (2,211) | (19,151) | 52,002 | 140,414 | (21,830) | ||||||
| Effect of exchange rate fluctuations on cash and cash equivalents | 3,554 | (556) | 2,357 | (3,766) | 3,379 | 2,687 | ||||||
| Increase in cash and cash equivalents | 29,777 | 11,352 | 25,860 | 5,366 | 46,480 | 29,475 | ||||||
| Cash and cash equivalents at the beginning of the period | 83,697 | 35,148 | 87,614 | 41,134 | 41,134 | 99,869 | ||||||
| Cash and cash equivalents at the end of the period | 113,474 | 46,500 | 113,474 | 46,500 | 87,614 | 129,344 | ||||||
* Convenience translation into US$ (exchange rate as at
| Operating Segments (Unaudited) | |||||||||||||||||||||||
| Total reportable | |||||||||||||||||||||||
| Subsidized | 28 MV | Total | |||||||||||||||||||||
| Solar | Plants | Solar | Talasol | Solar | Biogas | Dorad1 | Manara | segments | Reconciliations | consolidated | |||||||||||||
| For the six months ended | |||||||||||||||||||||||
| € in thousands | |||||||||||||||||||||||
| Revenues | 2,282 | 1,222 | 394 | 8,339 | 717 | 8,130 | 15,195 | - | 36,279 | (15,195) | 21,084 | ||||||||||||
| Operating expenses | (391) | (214) | (285) | (1,959) | (156) | (6,842) | (11,732) | - | (21,579) | 11,731 | (9,848) | ||||||||||||
| Depreciation expenses | (974) | (491) | (476) | (5,798) | (866) | (453) | (1,454) | - | (10,512) | 1,403 | (9,109) | ||||||||||||
| Gross profit (loss) | 917 | 517 | (367) | 582 | (305) | 835 | 2,009 | - | 4,188 | (2,061) | 2,127 | ||||||||||||
| Project development costs | (810) | ||||||||||||||||||||||
| General and administrative expenses | (4,942) | ||||||||||||||||||||||
| Other income, net | 1,802 | ||||||||||||||||||||||
| Operating profit (loss) | (1,823) | ||||||||||||||||||||||
| Financing income | 1,428 | ||||||||||||||||||||||
| Financing income in connection with derivatives and warrants, net | 3,540 | ||||||||||||||||||||||
| Financing expenses in connection with projects finance | (2,922) | ||||||||||||||||||||||
| Financing expenses in connection with debentures | (6,530) | ||||||||||||||||||||||
| Interest expenses on minority shareholder loan | (1,556) | ||||||||||||||||||||||
| Other financing expenses | |||||||||||||||||||||||
| Financing expenses, net | (26,560) | ||||||||||||||||||||||
| Loss before taxes on income from continuing operations | (34,423) | ||||||||||||||||||||||
| Profit from discontinued operation (net of tax)1 | 83,334 | ||||||||||||||||||||||
| Segment assets as at | 205,207 | 12,340 | 18,182 | 204,448 | 93,417 | 32,930 | - | 259,495 | 826,019 | 133,168 | 959,187 | ||||||||||||
_____________________________
1 As a result of the sale of the Company’s indirect holdings in Ellomay Luzon Energy, the Company’s share of profits of Dorad, was recognized only up to the date of signing of the sale agreement and presented as discontinued operations.
| Reconciliation of Profit (Loss) to EBITDA (Unaudited) | ||||||||||||
| For the three months ended | For the six months ended | For the year ended | For the six months ended | |||||||||
| 2026 | 2025 | 2026 | 2025 | 2025 | 2026 | |||||||
| € in thousands | Convenience Translation into US$ in thousands* | |||||||||||
| Net profit (loss) for the period | 70,507 | (8,394) | 58,287 | (1,576) | (6,381) | 66,439 | ||||||
| Financing expenses, net | 24,380 | 8,199 | 32,600 | 978 | 27,358 | 37,160 | ||||||
| Tax benefit | (10,976) | (849) | (9,376) | (1,771) | (2,528) | (10,687) | ||||||
| Depreciation and amortization expenses | 4,593 | 4,250 | 9,109 | 8,488 | 16,481 | 10,383 | ||||||
| EBITDA | 88,504 | 3,206 | 90,620 | 6,119 | 34,930 | 103,295 | ||||||
* Convenience translation into US$ (exchange rate as at
| Information for the Company’s Debenture Holders |
Financial Covenants
Pursuant to the Deeds of Trust governing the Company’s Series D, 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
Net Financial Debt
As of
| 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
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
| For the four-quarter period ended | ||
| Unaudited | ||
| € in thousands | ||
| Profit for the period | 53,482 | |
| Financing expenses, net | 58,980 | |
| Tax benefit | (10,133) | |
| Depreciation and amortization expenses | 17,102 | |
| Share-based payments | 166 | |
| Adjustment to data relating to projects with a Commercial Operation Date during the four preceding quarters6 | 210 | |
| Adjusted EBITDA as defined the Series D Deed of Trust | 119,807 | |
| 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
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
| For the four-quarter period ended | ||
| Unaudited | ||
| € in thousands | ||
| Profit for the period | 53,482 | |
| Financing expenses, net | 58,980 | |
| Taxes on income | (10,133) | |
| Depreciation and amortization expenses | 17,102 | |
| Share-based payments | 166 | |
| Adjustment to data relating to projects with a Commercial Operation Date during the four preceding quarters8 | 210 | |
| Adjusted EBITDA as defined the Series F Deed of Trust | 119,807 | |
| 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 G 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 G Deed of Trust is a cause for immediate repayment. As of
The following is a reconciliation between the Company’s loss and the Adjusted EBITDA (as defined in the Series G Deed of Trust) for the four-quarter period ended
| For the four-quarter period ended | ||
| Unaudited | ||
| € in thousands | ||
| Profit for the period | 53,482 | |
| Financing expenses, net | 58,980 | |
| Taxes on income | (10,133) | |
| Depreciation and amortization expenses | 17,102 | |
| Share-based payments | 166 | |
| Adjustment to data relating to projects with a Commercial Operation Date during the four preceding quarters10 | 210 | |
| Adjusted EBITDA as defined the Series G Deed of Trust | 119,807 | |
____________________________
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.
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 €5.5 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 €3.4 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
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
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
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
Source: 