FY 2020

Ellomay Capital Reports Results for the Fourth Quarter and Full Year of 2020
Tel-Aviv, Israel, March 31, 2021 – 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 and Israel, today reported its unaudited financial results for the fourth quarter and year ended December 31, 2020.
Financial Highlights
• Revenues were approximately €9.6 million for the year ended December 31, 2020, compared to approximately €19 million for the year ended December 31, 2019. The decrease is mainly due to
the sale of the Company’s Italian PV portfolio (the “Italian PV Portfolio”) in December 2019. 2020 revenues were also impacted by the decrease in demand and prices of the European
electricity markets due to the Covid-19 pandemic, partially offset by an increase in revenues in one of the Company’s biogas plants in the Netherlands resulting from increased operational
efficiency.
• Operating expenses were approximately €5 million for the year ended December 31, 2020, compared to approximately €6.6 million for the year ended December 31, 2019. The decrease in
operating expenses is mainly attributable to the sale of the Italian PV Portfolio, to increased operational efficiency of the Company’s biogas plants in the Netherlands and to insurance
reimbursement in connection with the storm damages in one of the Company’s biogas plants in the Netherlands that reduced operating expenses. Depreciation expenses were approximately
€3 million for the year ended December 31, 2020, compared to approximately €6.4 million for the year ended December 31, 2019.
• Project development costs were approximately €3.5 million for the year ended December 31, 2020, compared to approximately €4.2 million for the year ended December 31, 2019. The decrease
in project development costs is mainly due to a decrease in consultancy expenses for the Company’s development project of a 156 MW pumped storage project in the Manara Cliff in Israel
(the “Manara PSP”), partially offset by consultancy expenses in connection with the development of new photovoltaic projects in Italy.
• General and administrative expenses were approximately €4.5 million for the year ended December 31, 2020, compared to approximately €3.8 million for the year ended December 31, 2019. The
increase in general and administrative expenses resulted mainly from a higher cost of the Company’s D&O liability insurance.
• Company’s share of profits of equity accounted investee, after elimination of intercompany transactions, was approximately €1.5 million for the year ended December 31, 2020, compared to
approximately €3.1 million for the year ended December 31, 2019. The decrease in the share of profit of equity accounted investee is mainly attributable to the decrease in the revenues of
Dorad Energy Ltd. (“Dorad”) mainly due to a decrease in tariff and in the electricity sold to Dorad’s customers for the year ended December 31, 2020, partially offset by lower financing
expenses incurred by Dorad as a result of the CPI indexation of loans from banks.
• Other income, net, was approximately €2.1 million in the year ended December 31, 2020, compared to other expenses, net, of approximately €2.1 million in the year ended December 31, 2019.
During 2019, the Company recorded expenses in the amount of approximately €2.1 million in connection with the announcement received from GSE, Italy’s energy regulation agency, by one
of the Company’s Italian subsidiaries, claiming alleged non-compliance of the installed modules with the required certifications under the applicable regulation and raising the need to
examine incentive eligibility implications (the “GSE Claim”). On December 20, 2019, the Company sold its holdings in this subsidiary. The Sale and Purchase Agreement governing the sale
of the subsidiary provided for up to €2.1 million of indemnification in connection with the GSE Claim and the Company recorded this potential payment as other expenses. In 2020, with the
cooperation of the acquirer of the Italian subsidiaries, an appeal was submitted to GSE. Following the positive outcomes of such appeal, the provision for the potential indemnification was
cancelled.
• Capital gain was 0 in the year ended December 31, 2020, compared to approximately €18.8 million in the year ended December 31, 2019. The capital gain in the year ended December 31, 2019
was recorded in connection with the sale of the Italian PV Portfolio on December 20, 2019.
• Financing expenses, net was approximately €3.6 million for the year ended December 31, 2020, compared to approximately €8.2 million for the year ended December 31, 2019. The decrease in
financing expenses, net, was mainly attributable to lower interest expenses due to the early repayment of the Company’s Series A Debentures and the sale of the Italian PV Portfolio,
including all related project finance.
• Tax benefit was approximately €0.1 million in the year ended December 31, 2020, compared to tax benefit of approximately €0.3 million in the year ended December 31, 2019.
• Net loss was approximately €6.2 million in the year ended December 31, 2020, compared to net profit of approximately €9.8 million for the year ended December 31, 2019.
• Total other comprehensive income was approximately €2.3 million for the year ended December 31, 2020, compared to total other comprehensive income of approximately €1.3 million in the
year ended December 31, 2019. The change was mainly due to changes in fair value of cash flow hedges and from foreign currency translation differences on New Israeli Shekel denominated
operations, due to fluctuations in the euro/NIS exchange rates.
• Total comprehensive loss was approximately €3.9 million in the year ended December 31, 2020, compared to total comprehensive profit of approximately €11 million in the year ended
December 31, 2019.
• EBITDA was approximately €0.3 million for the year ended December 31, 2020, compared to approximately €24.1 million (including €18.8 million capital gain recorded in connection of the sale
of the Italian PV Portfolio) for the year ended December 31, 2019.
• Net cash used in operating activities was approximately €5.8 million for the year ended December 31, 2020, compared to approximately €3.7 million provided from operating activities for the
year ended December 31, 2019.
• The Talasol PV Plant reached mechanical completion in September 2020 and was connected to the electricity grid and electricity production commenced at the end of December 2020. PAC
was achieved on January 27, 2021.
• On February 23, 2021, the Company issued additional Series C Debentures in a public offering in Israel in an aggregate principal amount of NIS 100.939 million (approximately €25.6 million
based on the euro/NIS exchange rate as of December 31, 2020). The gross proceeds from the offering were NIS 102.4 million and the net proceeds of the offering, net of related expenses such
as consultancy fee and commissions, were approximately NIS 101.5 million (approximately €25.7 million based on the euro/NIS exchange rate as of December 31, 2020).
• On February 23, 2021, the Company issued a new Series D Convertible Debentures in a public offering in Israel in the aggregate principal amount of NIS 62 million (approximately €15.7 million
based on the euro/NIS exchange rate as of December 31, 2020). The principal amount of the Series D Debentures is repayable in one installment on December 31, 2026. The Series D
Debentures bear a fixed interest at the rate of 1.2% per year (that is not linked to the Israeli CPI or otherwise), payable semi-annually on June 30 and December 31 commencing June 30, 2021
through December 31, 2026 (inclusive). The Series D Debentures are convertible into the Company’s ordinary shares, NIS 10.00 par value per share, at a conversion price of NIS 165
(approximately €41.8 based on the euro/NIS exchange rate as of December 31, 2020), subject to adjustments upon customary terms. The Series D Debentures are not rated. The gross
proceeds from the offering were approximately NIS 62.6 million and the net proceeds of the offering, net of related expenses such as consultancy fee and commissions, were approximately
NIS 61.8 million (approximately €15.7 million based on the euro/NIS exchange rate as of December 31, 2020).
• As of March 1, 2021, the Company held approximately €125 million in cash and cash equivalents, approximately €1.76 million in marketable securities and approximately €10 million in
restricted long-term cash.
• On March 18, 2021, the Company’s Series B Debentures were repaid in full. Pursuant to the terms of the deed of trust governing the Series B Debentures, the early repayment consisted of a
principal payment in the amount of approximately NIS 86.3 million (approximately €21.5 million), accrued interest in the amount of approximately NIS 0.7 million (approximately €0.16 million)
and a prepayment charge of approximately NIS 3.4 million (approximately €0.86 million), amounting to an aggregate repayment amount of approximately NIS 90.4 million (approximately €22.5
million).
Shlomo Nehama, Chairmen of the Board of Ellomay, commented: “Ellomay Capital operates in one of the developing sectors around the world in the renewable energy field, a market that is
expanding and growing.
Ellomay Capital raised funds during the year through issuances of equity and debt in order to expand its operations. In addition, Ellomay Capital has made tremendous advancements during this
year, primarily the completion of construction and the commercial operation of the Talasol project that has an installed capacity of 300 MW and that is a large project in a European scale,
positioning Ellomay as a leading developer in the renewable energy field. In addition, after a lengthy effort of several years, the Company succeeded in reaching the financial closing and
receiving regulatory approval for the construction of the pumped storage project in the Manara Cliff, Israel, which is a central project in the future electricity plans of the State of Israel. In
addition to these projects the Company succeeded in advancing and materially improving the operational efficiency of its Biogas projects in the Netherlands. The results of such achievements
will be evident in the next year and over the coming years.
I would like to thank Ellomay’s professional team, led by Ran Fridrich, for all their hard work and efforts and for, in spite of the objective difficulties of the Covid-19 pandemic, succeeded in
advancing these two significant projects.”
Ran Fridrich, CEO and a board member of Ellomay, further commented: “2020 was a challenging transition year for Ellomay Capital. The portfolio of photovoltaic projects in Italy, which was
based on governmental subsidies, was sold at the end of 2019 for a substantial capital gain. This portfolio provided annual revenues of approximately €9 million, which were not part of the
Company’s revenues for 2020.
2020 was a year in which new significant projects were built or purchased (the Talasol project in Spain and a biogas project in the Netherlands) and their contribution to the Company’s revenues
and income will only become part of the Company’s results during 2021.
In parallel to the construction of the Talasol project, the Company concluded the financial closing of the pumped storage project “Manara Cliff” and the development of the smaller photovoltaic
project in Talasol (28 MW), which has already commenced the construction phase, and reached substantial advancements in the development of the pipeline of new Italian photovoltaic projects,
with 90 MW expected to receive a construction permit during 2021. The operational improvements of the Netherlands’ biogas plants continued and a new biogas plant that was acquired in
December 2020 was successfully added to the operations.
A delay of approximately a quarter in the connection with the Talasol plant to the electricity grid that according to the Spanish grid company was due to Covid-19 implications caused a deviation
of approximately €5 million from the projected revenues for 2020. The Company’s projections for 2021 are based mainly on the operating assets (approximately 85% of the projections) and only a
small portion is based on assets that are expected to be built during 2021.
The Company is developing a large pipeline of photovoltaic projects in Spain and Italy, all self-developed from the initial stages, and a large portion of them (over 400 MW) are in advanced
development stages and are expected to be built during the next two and a half years. In addition, the Company is advancing the process of obtaining building permits for the PV plus storage
projects in Israel that the Company won in the first storage tender in Israel.
As noted, 2020 was a challenging year but the Company met all of its goals mainly due to the dedication and high abilities of each one of its employees.”
Use of NON-IFRS Financial Measures
EBITDA is a non-IFRS measure and is defined as earnings before financial expenses, net, taxes, depreciation and amortization. The Company presents this measure in order to enhance the
understanding of the Company’s historical financial performance and to enable comparability between periods. While the Company considers EBITDA to be an important measure of
comparative operating performance, EBITDA should not be considered in isolation or as a substitute for net income or other statement of operations or cash flow data prepared in
accordance with IFRS as a measure of profitability or liquidity. EBITDA does not take into account the Company’s commitments, including capital expenditures, and restricted cash and,
accordingly, is not necessarily indicative of amounts that may be available for discretionary uses. Not all companies calculate EBITDA in the same manner, and the measure as presented
may not be comparable to similarly-titled measures presented by other companies. The Company’s EBITDA may not be indicative of the historic operating results of the Company; nor is it
meant to be predictive of potential future results. A reconciliation between results on an IFRS and non-IFRS basis is provided in the last table of this press release.
• On February 11, 2021, the Manara PSP Project Finance reached financial closing. The Manara PSP Project Finance will be provided by a consortium of Israeli banks and institutional
investors, arranged and led by Mizrahi-Tefahot Bank Ltd. The Manara PSP Project Finance is in the aggregate amount of NIS 1.18 billion (approximately €300 million based on the euro/NIS
exchange rate as of December 31, 2020), and includes: (i) a Senior Secured Tranche at a fixed rate of interest for each drawdown, with base interest rate equal to the yield to maturity of Israeli
treasury bonds with like duration of the loan drawdown, plus a spread of 3.25% per-annum during the Construction Period of the Project and a spread of 2.40% per-annum from the Actual
Completion Date of the Project which proceeds the Commercial Operation Date of the Project. The Senior Secured Tranche is linked to the Israeli Consumer Price Index and is to be repaid
over a period of 19.5 years from the commercial operation date; and (ii) a Subordinated Secured B Tranche at a floating rate of interest, with the base interest being the Bank of Israel rate,
plus a spread of 4.35% per-annum during the Construction Period and a spread of 3.90% per-annum from the Actual Completion Date. The stated maturity of the Tranche B loan is one year
less than the maturity of the Senior Secured Loan with a cash sweep mechanism that shortens its maturity to approximately 12 years from the Commercial Operation Date under the Base Case
Financial Model.
• In connection with the Manara PSP Project Finance that occurred on February 2021, and based on the A.R.Z. Settlement Agreement, A.R.Z. was required to provide its indirect share of
equity investment and financing to the Manara PSP. Due to the failure to provide the required funds, Ellomay Water Plants Holdings (2014) Ltd., the Company’s wholly-owned subsidiary
that holds 75% of Ellomay PS, seized E.R.Z.’s holdings in Sheva Mizrakot (33%) and, as a result, the Company’s indirect holdings in the Manara PSP increased from 75% to 83.333% in
January 2021.
About Ellomay Capital Ltd.
Ellomay is an Israeli based company whose shares are registered with the NYSE American and with the Tel Aviv Stock Exchange under the trading symbol “ELLO”. Since 2009, Ellomay Capital
focuses its business in the renewable energy and power sectors in Europe and Israel.
To date, Ellomay has evaluated numerous opportunities and invested significant funds in the renewable, clean energy and natural resources industries in Israel, Italy and Spain, including:
For more information about Ellomay, visit http://www.ellomay.com.
Information Relating to Forward-Looking Statements
This press release contains forward-looking statements that involve substantial risks and uncertainties, including statements that are based on the current expectations and assumptions of the
Company’s management. All statements, other than statements of historical facts, included in this press release regarding the Company’s plans and objectives, expectations and assumptions of
management are forward-looking statements. The use of certain words, including the words “estimate,” “project,” “intend,” “expect,” “believe” and similar expressions are intended to identify
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company may not actually achieve the plans, intentions or expectations disclosed in
the forward-looking statements and you should not place undue reliance on the Company’s forward-looking statements. Various important factors could cause actual results or events to differ
materially from those that may be expressed or implied by the Company’s forward-looking statements, including the impact of the Covid-19 pandemic on the Company’s operations and projects,
including in connection with steps taken by authorities in countries in which the Company operates, changes in the market price of electricity and in demand, regulatory changes, changes in the
supply and prices of resources required for the operation of the Company’s facilities (such as waste and natural gas) and in the price of oil, and technical and other disruptions in the operations
or construction of the power plants owned by the Company. These and other risks and uncertainties associated with the Company’s business are described in greater detail in the filings the
Company makes from time to time with Securities and Exchange Commission, including its Annual Report on Form 20-F. The forward-looking statements are made as of this date and the
Company does not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Contact:
Kalia Weintraub
CFO
Tel: +972 (3) 797-1111
Email: hilai@ellomay.com
• Approximately 7.9MW of photovoltaic power plants in Spain and a photovoltaic power plant of approximately 9 MW in Israel;
• 9.375% indirect interest in Dorad Energy Ltd., which owns and operates one of Israel’s largest private power plants with production capacity of approximately 860MW, representing
about 6%-8% of Israel’s total current electricity consumption;
• 51% of Talasol, which owns a photovoltaic plant with a peak capacity of 300MW in the municipality of Talaván, Cáceres, Spain;
• Groen Gas Goor B.V., Groen Gas Oude-Tonge B.V. and Groen Gas Gelderland B.V., project companies operating anaerobic digestion plants in the Netherlands, with a green gas
production capacity of approximately 3 million, 3.8 million and 9.5 million (with a license to produce 7.5 million) Nm3 per year, respectively;
• 83.333% of Ellomay Pumped Storage (2014) Ltd., which is involved in a project to construct a 156 MW pumped storage hydro power plant in the Manara Cliff, Israel.
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Statements of Financial Position

  • Convenience translation into US$ (exchange rate as at December 31, 2020: euro 1 = US$ 1.227)
    ** Reclassified
    December 31,
    2020 2019 2020
    Audited Audited Audited
    € in thousands
    Convenience
    Translation into
    US$ in thousands*
    Assets
    Current assets:
    Cash and cash equivalents 66,845 44,509 82,004
    Marketable securities 1,761 2,242 2,160
    Short term deposits 8,113 6,446 9,953
    Restricted cash – 22,162 –
    Receivable from concession project 1,491 1,463 1,829
    Financial assets – 1,418 –
    Trade and other receivables 9,825 4,882 12,053
    88,035 83,122 107,999
    Non-current assets
    Investment in equity accounted investee 32,234 33,561 39,544
    Advances on account of investments 2,423 883 2,972
    Receivable from concession project 25,036 27,122 30,714
    Fixed assets 264,095 114,389 323,987
    Right-of-use asset 17,209 15,401 21,112
    Intangible asset 4,604 5,042 5,648
    Restricted cash and deposits 9,931 10,956 12,183
    Deferred tax 3,605 2,285 4,423
    Long term receivables 2,762 12,249 3,388
    Derivatives 10,238 5,162 12,560
    374,761 227,050 459,749
    Total assets 462,796 310,172 567,748
    Liabilities and Equity
    Current liabilities
    Current maturities of long term bank loans 10,232 4,138 12,552
    Current maturities of long term loans 4,021 – 4,933
    Debentures 10,600 26,773 13,004
    Trade payables 12,387 1,765 15,197
    Other payables 7,912 5,010 9,706
    45,152 37,686 55,392
    Non-current liabilities
    Lease liability 17,299 15,402 21,222
    Long-term loans 134,520 40,805 165,027
    Other long-term loans 49,396 48,377 60,598
    Debentures 72,124 44,811 88,480
    Deferred tax 7,806 6,467 9,576
    Other long-term liabilities 513 1,795 629
    Derivatives 8,336 7,263 10,226
    289,994 164,920 355,758
    Total liabilities 335,146 202,606 411,150
    Equity
    Share capital 25,102 21,998 30,795
    Share premium 82,401 64,160 101,088
    Treasury shares (1,736) (1,736) (2,130)
    Transaction reserve with non-controlling Interests 6,106 6,106 7,491
    Reserves 4,164 3,283 5,108
    Retained earnings 8,191 12,818 10,049
    Total equity attributed to shareholders of the Company 124,228 106,629 152,401
    Non-Controlling Interest 798 937 979
    Total equity 125,026 107,566 153,380
    Total liabilities and equity 460,172 310,172 564,530
    Ellomay Capital Ltd. and its Subsidiaries
    Condensed Consolidated Statements of Financial Position
  • Convenience translation into US$ (exchange rate as at December 31, 2020: euro 1 = US$ 1.227)
    For the three months
    ended December 31,
    For the year
    ended December 31,
    For the three
    months ended
    December 31,
    For the year ended
    December 31,
    2020 2019 2020 2019 2020 2020
    Unaudited Audited Unaudited Audited
    € in thousands Convenience Translation into US$*
    Revenues 2,801 3,553 9,645 18,988 3,436 11,832
    Operating expenses (1,541) (1,589) (4,951) (6,638) (1,890) (6,074)
    Depreciation and amortization (731) (1,702) (2,975) (6,416) (897) (3,650)
    Gross profit 529 262 1,719 5,934 649 2,108
    Project development costs (479) (742) (3,491) (4,213) (588) (4,283)
    General and administrative expenses (1,186) (969) (4,512) (3,827) (1,455) (5,535)
    Share of profits of equity accounted investee (380) 704 1,525 3,086 (466) 1,871
    Other income (expenses), net 2,100 (2,100) 2,100 (2,100) 2,576 2,576
    Capital gain – 18,770 – 18,770 – –
    Operating profit 584 15,925 (2,659) 17,650 716 (3,263)
    Financing income 802 385 2,134 1,827 984 2,618
    Financing income (expenses) in connection with
    derivatives, net (438) (98) 1,094 897 (537) 1,342
    Financing expenses (1,708) (3,828) (6,862) (10,877) (2,095) (8,418)
    Financing expenses, net (1,344) (3,541) (3,634) (8,153) (1,648) (4,458)
    Profit before taxes on income (760) 12,384 (6,293) 9,497 (932) (7,721)
    Tax benefit (Taxes on income) 285 1,200 125 287 350 153
    Profit for the period (475) 13,584 (6,168) 9,784 (582) (7,568)
    Profit (loss) attributable to: –
    Owners of the Company (216) 13,683 (4,627) 12,060 (265) (5,676)
    Non-controlling interests (259) (99) (1,541) (2,276) (318) (1,892)
    Profit (loss) for the period (475) 13,584 (6,168) 9,784 (583) (7,568)
    Other comprehensive income (loss) items
    That after initial recognition in comprehensive
    income (loss) were or will be transferred to profit or
    loss:
    Foreign currency translation differences for foreign
    operations 801 (696) (482) 2,103 983 (591)
    Effective portion of change in fair value of cash flow
    hedges (1,443) (12,213) 2,210 1,076 (1,770) 2,711
    Net change in fair value of cash flow hedges
    transferred to
    profit or loss (163) 356 555 (1,922) (200) 681
    Total other comprehensive profit (loss) (805) (12,553) 2,283 1,257 (987) 2,801
    Total other comprehensive income (loss) attributable
    to:
    Owners of the Company 87 (6,286) 881 2,114 107 1,081
    Non-controlling interests (892) (6,267) 1,402 (857) (1,094) 1,720
    Total other comprehensive income (loss) (805) (12,553) 2,283 1,257 (987) 2,801
    Total comprehensive income (loss) for the year (1,280) 1,031 (3,885) 11,041 (1,570) (4,767)
    Total comprehensive income (loss) for the year
    attributable to:
    Owners of the Company (129) 7,397 (3,746) 14,174 (158) (4,595)
    Non-controlling interests (1,151) (6,366) (139) (3,133) (1,412) (172)
    Total comprehensive income (loss) for the year (1,280) 1,031 (3,885) 11,041 (1,570) (4,767)
    Basic net profit per share (0.01) 1.19 (0.38) 1.09 (0.01) (0.47)
    Diluted net profit per share (0.01) 1.19 (0.38) 1.09 (0.01) (0.47)
    Ellomay Capital Ltd. and its Subsidiaries
    Condensed Consolidated Statements of Changes in Equity (in thousands)
    Noncontrolling
    Interests
    Total
    Attributable to shareholders of the Company Equity
    Share
    capital
    Share
    premium
    Retained
    earnings
    Treasury
    shares
    Translation
    reserve
    from
    foreign
    operations
    Hedging
    Reserve
    Interests
    Transaction
    reserve
    with
    noncontrolling
    Interests Total
    € in thousands
    For the year ended
    December 31, 2020 (Audited):
    Balance as at January 1, 2020 21,998 64,160 12,818 (1,736) 4,356 (1,073) 6,106 106,629 937 107,566
    Profit (loss) for the year – – (4,627) – – – – (4,627) (1,541) (6,168)
    Other comprehensive loss for the
    year – – – – (533) 1,414 – 881 1,402 2,283
    Total comprehensive loss for the year – – (4,627) – (533) 1,414 – (3,746) (139) (3,885)
    Transactions with owners of the
    Company, recognized directly in
    equity:
    Issuance of ordinary shares 3,084 18,191 – – – – – 21,275 – 21,275
    Options exercise 20 – – – – – – 20 – 20
    Share-based payments – 50 – – – – – 50 – 50
    Balance as at
    December 31, 2020 25,102 82,401 8,191 (1,736) 3,823 341 6,106 124,228 798 125,026
    For the three months
    ended December 31, 2020
    (Unaudited):
    Balance as at September 30, 2020 25,102 82,379 8,407 (1,736) 2,963 1,114 6,106 124,335 1,949 126,284
    Profit (loss) for the year – – (216) – – – – (216) (259) (475)
    Other comprehensive loss for the
    year – – – – 860 (773) – 87 (892) (805)
    Total comprehensive loss for the year – – (216) – 860 (773) – (129) (1,151) (1,280)
    Transactions with owners of the
    Company, recognized directly in
    equity:
    Issuance of ordinary shares – – – – – – – – – –
    Options exercise – – – – – – – – – –
    Share-based payments – 22 – – – – – 22 – 22
    Balance as at
    December 31, 2020 25,102 82,401 8,191 (1,736) 3,823 341 6,106 124,228 798 125,026
    Ellomay Capital Ltd. and its Subsidiaries
    Condensed Consolidated Interim Statements of Changes in Equity (in thousands) (cont’d)
    Noncontrolling
    Interests
    Total
    Attributable to shareholders of the Company Equity
    Share
    capital
    Share
    premium
    Retained
    earnings
    Treasury
    shares
    Translation
    reserve
    from
    foreign
    operations
    Hedging
    Reserve
    Interests
    Transaction
    reserve
    with
    noncontrolling
    Interests Total
    € in thousands
    For the year ended
    December 31, 2019 (Audited):
    Balance as at
    January 1, 2019 19,980 58,344 758 (1,736) 1,396 (227) – 78,515 (1,558) 76,957
    Profit (loss) for the year – – 12,060 – – – – 12,060 (2,276) 9,784
    Other comprehensive income for the
    year – – – – 2,960 (846) – 2,114 (857) 1,257
    Total comprehensive income for the
    year – – 12,060 – 2,960 (846) – 14,174 (3,133) 11,041
    Transactions with owners of the
    Company, recognized directly in
    equity:
    Sale of shares in subsidiaries to
    non-controlling interests – – – – – – 5,439 5,439 5,374 10,813
    Purchase of shares in subsidiaries
    from
    non-controlling interests – – – – – – 667 667 254 921
    Issuance of ordinary shares 2,010 5,797 – – – – – 7,807 – 7,807
    Options exercise 8 11 – – – – – 19 – 19
    Share-based payments – 8 – – – – – 8 – 8
    Balance as at
    December 31, 2019 21,998 64,160 12,818 (1,736) 4,356 (1,073) 6,106 106,629 937 107,566
    For the three months
    ended December 31, 2019
    (Unaudited):
    Balance as at
    September 30, 2019 21,998 64,155 (865) (1,736) 5,097 4,472 6,106 99,227 7,303 106,530
    Profit (loss) for the period – – 13,683 – – – – 13,683 (99) 13,584
    Other comprehensive loss for the
    period – – – – (741) (5,545) – (6,286) (6,267) (12,553)
    Total comprehensive income for the
    period – – 13,683 – (741) (5,545) – 7,397 (6,366) 1,031
    Transactions with owners of the
    Company, recognized directly in
    equity:
    Share-based payments – 5 – – – – – 5 – 5
    Balance as at
    December 31, 2019 21,998 64,160 12,818 (1,736) 4,356 (1,073) 6,106 106,629 937 107,566
    Ellomay Capital Ltd. and its Subsidiaries
    Condensed Consolidated Interim Statements of Changes in Equity (in thousands) (cont’d)
    Noncontrolling
    Interests
    Total
    Attributable to shareholders of the Company Equity
    Share
    capital
    Share
    premium
    Retained
    earnings
    Treasury
    shares
    Translation
    reserve
    from
    foreign
    operations
    Hedging
    Reserve
    Interests
    Transaction
    reserve
    with
    noncontrolling
    Interests Total
    Convenience translation into US$ (exchange rate as at December 31, 2020: euro 1 = US$ 1.227)
    For the year ended
    December 31, 2020 (Audited):
    Balance as at January 1, 2020 26,987 78,711 15,725 (2,130) 5,343 (1,316) 7,491 130,811 1,151 131,962
    Profit (loss) for the year – – (5,676) – – – – (5,676) (1,892) (7,568)
    Other comprehensive loss for the
    year – – – – (654) 1,735 – 1,081 1,720 2,801
    Total comprehensive loss for the year – – (5,676) – (654) 1,735 – (4,595) (172) (4,767)
    Transactions with owners of the
    Company, recognized directly in
    equity:
    Issuance of ordinary shares 3,783 22,316 – – – – – 26,099 – 26,099
    Options exercise 25 – – – – – – 25 – 25
    Share-based payments – 61 – – – – – 61 – 61
    Balance as at
    December 31, 2020 30,795 101,088 10,049 (2,130) 4,689 419 7,491 152,401 979 153,380
    For the three months
    ended December 31, 2020
    (Unaudited):
    Balance as at September 30, 2020 30,795 101,061 10,314 (2,130) 3,634 1,367 7,491 152,532 2,391 154,923
    Profit (loss) for the year – – (265) – – – – (265) (318) (583)
    Other comprehensive loss for the
    year – – – – 1,055 (948) – 107 (1,094) (987)
    Total comprehensive loss for the year – – (265) – 1,055 (948) – (158) (1,412) (1,570)
    Transactions with owners of the
    Company, recognized directly in
    equity:
    Issuance of ordinary shares – – – – – – – – – –
    Options exercise – – – – – – – – – –
    Share-based payments – 27 – – – – – 27 – 27
    Balance as at
    December 31, 2020 30,795 101,088 10,049 (2,130) 4,689 419 7,491 152,401 979 153,380
    Ellomay Capital Ltd. and its Subsidiaries
    Condensed Consolidated Interim Statements of Cash Flow (in thousands)
  • Convenience translation into US$ (exchange rate as at December 31, 2020: euro 1 = US$ 1.227)
    For the three months
    ended December 31,
    For the year
    ended December 31,
    For the three
    months ended
    December 31,
    For the year ended
    December 31,
    2020 2019 2020 2019 2020 2020
    Unaudited Audited Unaudited Audited
    € in thousands Convenience Translation into US$*
    Cash flows from operating activities
    Profit for the period (475) 13,584 (6,168) 9,784 (582) (7,568)
    Adjustments for:
    Financing expenses, net 1,344 3,541 3,634 8,153 1,648 4,458
    Capital gain – (18,770) – (18,770) – –
    Depreciation and amortization 731 1,702 2,975 6,416 897 3,650
    Share-based payment transactions 22 5 50 8 27 61
    Share of profits of equity accounted investees 380 (704) (1,525) (3,086) 466 (1,871)
    Payment of interest on loan from an equity accounted
    investee – – 582 370 – 714
    Change in trade receivables and other receivables (3,137) 1,305 (3,868) 403 (3,848) (4,745)
    Change in other assets (205) (480) 179 (1,950) (251) 220
    Change in receivables from concessions project 203 200 1,426 1,329 249 1,749
    Change in accrued severance pay, net – 1 – 9 – –
    Change in trade payables 529 47 190 461 649 233
    Change in other payables (2,063) 2,646 (1,226) 5,336 (2,531) (1,504)
    Income tax expense (tax benefit) (285) (1,200) (125) (287) (350) (153)
    Income taxes paid (31) (81) (119) (100) (38) (146)
    Interest received 761 438 2,075 1,719 934 2,546
    Interest paid (1,325) (2,846) (3,906) (6,083) (1,625) (4,792)
    (3,076) (14,196) 342 (6,072) (3,773) 420
    Net cash from (used in) operating activities (3,551) (612) (5,826) 3,712 (4,355) (7,148)
    Cash flows from investing activities
    Acquisition of fixed assets (24,742) (18,752) (128,420) (74,587) (30,353) (157,543)
    Acquisition of subsidiary, net of cash acquire (7,464) – (7,464) (1,000) (9,157) (9,157)
    Compensation as per agreement with Erez Electricity
    Ltd. – 1,418 – – 1,740
    Repayment of loan from an equity accounted investee 55 – 1,978 – 67 2,427
    Loan to an equity accounted investee (181) – (181) – (222) (222)
    Proceeds from sale of investments – 34,586 – 34,586 – –
    Advances on account of investments – (1,554) – – (1,906)
    Proceeds from marketable securities 436 1,800 – 535 2,208
    Acquisition of marketable securities (1,481) – (1,481) – (1,817) (1,817)
    Proceeds from settlement of derivatives, net – – – 532 – –
    Proceed (investment) in restricted cash, net 742 (22,140) 23,092 (26,003) 910 28,329
    Investment in short term deposit 84 – (1,323) (6,302) 103 (1,623)
    Repayment (grant) Loan to others – – – 3,912 – –
    Cash flows from financing activities (32,551) (6,306) (112,135) (68,862) (39,934) (137,564)
    Repayment of long-term loans and finance lease
    obligations
    Repayment of Debentures 2,224 2,544 – 2,728 3,121
    Proceeds from options (1,193) 212 (3,959) (5,844) (1,464) (4,857)
    Sale of shares in subsidiaries to non-controlling
    interests – (5,304) (26,923) (9,836) – (33,029)
    Acquisition of shares in subsidiaries from noncontrolling interests (734) (12,218) (734) (12,218) (900) (900)
    Issuance of ordinary shares – – 20 19 – 25
    Proceeds from long term loans – – – 13,936 – –
    Proceeds from issuance of Debentures, net – – – (2,961) – –
    Net cash from (used in) financing activities – 21,275 7,807 – 26,100
    9,520 212 111,357 59,298 11,679 136,611
    Effect of exchange rate fluctuations on cash and cash
    equivalents 38,057 – 38,057 22,317 46,688 46,688
    Increase (decrease) in cash and cash equivalents 47,874 (18,744) 141,637 72,518 58,731 173,759
    Cash and cash equivalents at the beginning of the
    period
    Cash and cash equivalents at the end of the period 1,084 (637) (1,340) 259 1,330 (1,646)
    Ellomay Capital Ltd. and its Subsidiaries
    Reconciliation of Profit (Loss) to EBITDA (in thousands)
  • Convenience translation into US$ (exchange rate as at December 31, 2020: euro 1 = US$ 1.227)
    For the three months
    ended December 31,
    For the year
    ended December 31,
    For the three
    months ended
    December 31,
    For the year ended
    December 31,
    2020 2019 2020 2019 2020 2020
    Unaudited
    € in thousands Convenience Translation into US$*
    Net profit (loss) for the period (475) 13,584 (6,168) 9,784 (583) (7,568)
    Financing expenses, net 1,344 3,541 3,634 8,153 1,648 4,458
    Taxes on income (tax benefit) (285) (1,200) (125) (287) (350) (153)
    Depreciation and amortization 731 1,702 2,975 6,416 897 3,650
    EBITDA 1,315 17,627 316 24,066 1,612 387
    Information for the Company’s Debenture Holders
    Pursuant to the Deeds of Trust governing the Company’s Series C and Series D Debentures (together, the “Debentures”), the Company is required to maintain certain financial covenants. For
    more information, see Item 5.B of the Company’s Annual Report on Form 20-F submitted to the Securities and Exchange Commission on April 7, 2020 and below.
    Net Financial Debt
    As of December 31, 2020, the Company’s Net Financial Debt (as such term is defined in the Deeds of Trust of the Company’s Debentures) was approximately €6.2 million (consisting of
    approximately €207.9 million of short-term and long-term debt from banks and other interest bearing financial obligations and approximately €82.7 million in connection with the Series C
    Debentures issuances (in July 2019 and October 2020), net of approximately €76.7 million of cash and cash equivalents, short-term deposits and marketable securities and net of approximately
    €207.7 million* of project finance and related hedging transactions of the Company’s subsidiaries).

  • The project finance amount deducted from the calculation of Net Financial Debt includes project finance obtained from various sources, including financing entities and the minority
    shareholders in project companies held by the Company (provided in the form of shareholders’ loans to the project companies).
    Information for the Company’s Series C Debenture Holders
    The Deed of Trust governing the Company’s Series C Debentures includes an undertaking by the Company to maintain certain financial covenants, whereby a breach of such financial
    covenants for two consecutive quarters is a cause for immediate repayment. As of December 31, 2020, the Company was in compliance with the financial covenants set forth in the
    Series C Deed of Trust as follows: (i) the Company’s shareholders’ equity was approximately €127.7 million and (ii) the ratio of the Company’s Net Financial Debt (as set forth above) to
    the Company’s CAP, Net (defined as the Company’s consolidated shareholders’ equity plus the Net Financial Debt) was 4.7% and (iii) the ratio of the Company’s Net Financial Debt to
    the Company’s Adjusted EBITDA(1) was 1.8.

(1) The term “Adjusted EBITDA” is defined in the Series D Deed of Trust as earnings before financial expenses, net, taxes, depreciation and amortization, where the revenues from the
Company’s operations, such as the Talmei Yosef project, 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.”
The following is a reconciliation between the Company’s profit (loss) and the Adjusted EBITDA (as defined in the Series C Deed of Trust) for the four-quarter period ended December 31,
2020:
For the four
quarter period
ended December
31, 2020
Unaudited
€ in thousands
Profit (loss) for the period (6,168)
Financing expenses, net 3,634
Taxes on income (125)
Depreciation 2,975
Adjustment to revenues of the Talmei Yosef project due to calculation based on the fixed asset model 3,023
Share-based payments 50
Adjusted EBITDA as defined the Series C Deed of Trust 3,389
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 December 31, 2020, the Company was in compliance with the financial
covenants set forth in the Series D Deed of Trust as follows: (i) the Company’s Adjusted Shareholders’ Equity (as defined in the Series D Deed of Trust) was approximately €117.5
million and (ii) the ratio of the Company’s Net Financial Debt (as set forth above) to the Company’s CAP, Net (defined as the Company’s consolidated shareholders’ equity plus the Net
Financial Debt) was 5.1% and (iii) the ratio of the Company’s Net Financial Debt to the Company’s Adjusted EBITDA (as defined in the Series D Deed of Trust(1)) was 1.6.


(1) The term “Adjusted EBITDA” is defined in the Series D Deed of Trust as earnings before financial expenses, net, taxes, depreciation and amortization, where the revenues from the
Company’s operations, such as the Talmei Yosef project, 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) occured 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.”
The following is a reconciliation between the Company’s profit (loss) and the Adjusted EBITDA (as defined in the Series D Deed of Trust) for the four-quarter period ended December 31,
2020:


  • Based on the internal calculation of EBITDA of the biogas plant in Gelderland, the Netherlands since the acquisition date (December 1, 2020). These results were not included in the profit
    and loss statement of the Company for the year ended December 31, 2020.
    For the four
    quarter period
    ended December
    31, 2020
    Unaudited
    € in thousands
    Profit (loss) for the period (6,168)
    Financing expenses, net 3,634
    Taxes on income (125)
    Depreciation 2,975
    Adjustment to revenues of the Talmei Yosef project due to calculation based on the fixed asset model 3,023
    Share-based payments 50
    Adjustment to data relating to projects with a Commercial Operation Date during the four preceding quarters* 384
    Adjusted EBITDA as defined the Series D Deed of Trust 3,773
    Exhibit 99.2
    Ellomay Capital Announces the Filing of the Annual Report on Form 20-F for 2020
    Tel-Aviv, Israel, March 31, 2021 – 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 and Israel, today announced the filing of its Annual Report on Form 20-F for the year ended December 31, 2020 with the Securities and Exchange
    Commission.
    A copy of the Annual Report on Form 20-F is available to be viewed and downloaded from the Investor Relations section of the Company’s website at http://www.ellomay.com. The Company
    will provide a hard copy of the Annual Report on Form 20-F, including the Company’s complete audited financial statements, free of charge to its shareholders upon request.
    About Ellomay Capital Ltd.
    Ellomay is an Israeli based company whose shares are registered with the NYSE American and with the Tel Aviv Stock Exchange under the trading symbol “ELLO”. Since 2009, Ellomay Capital
    focuses its business in the renewable energy and power sectors in Europe and Israel.
    To date, Ellomay has evaluated numerous opportunities and invested significant funds in the renewable, clean energy and natural resources industries in Israel, Italy and Spain, including:
    For more information about Ellomay, visit http://www.ellomay.com.
    Contact:
    Kalia Weintraub
    CFO
    Tel: +972 (3) 797-1111
    Email: hilai@ellomay.com
    • Approximately 7.9MW of photovoltaic power plants in Spain and a photovoltaic power plant of approximately 9 MW in Israel;
    • 9.375% indirect interest in Dorad Energy Ltd., which owns and operates one of Israel’s largest private power plants with production capacity of approximately 860MW, representing
    about 6%-8% of Israel’s total current electricity consumption;
    • 51% of Talasol, which owns a photovoltaic plant with a peak capacity of 300MW in the municipality of Talaván, Cáceres, Spain;
    • Groen Gas Goor B.V., Groen Gas Oude-Tonge B.V. and Groen Gas Gelderland B.V., project companies operating anaerobic digestion plants in the Netherlands, with a green gas
    production capacity of approximately 3 million, 3.8 million and 9.5 million (with a license to produce 7.5 million) Nm3 per year, respectively;
    • 83.333% of Ellomay Pumped Storage (2014) Ltd., which is involved in a project to construct a 156 MW pumped storage hyd