Ellomay Capital Reports Results for the Three Months Ended March 31, 2020

TEL-AVIV, Israel, June 23, 2020 /PRNewswire/ -- Ellomay Capital Ltd. (NYSE American: ELLO) (TASE: ELLO) ("Ellomay" or the "Company"), a renewable energy and power generator and developer of renewable energy and power projects in Europe and Israel, today reported its unaudited financial results for the three month period ended March 31, 2020.

Financial Highlights

    --  Revenues were approximately EUR1.9 million for the three months ended
        March 31, 2020, compared to approximately EUR4.7 million for the three
        months ended March 31, 2019. The decrease in revenues is mainly due to
        the sale of ten Italian indirectly wholly-owned subsidiaries of the
        Company, which held twelve photovoltaic plants in Italy with an
        aggregate installed capacity of approximately 22.6 MWp, during December
        2019 (the "Italian PV Portfolio").
    --  Operating expenses were approximately EUR1.1 million for the three
        months ended March 31, 2020, compared to approximately EUR1.7 million
        for the three months ended March 31, 2019. The decrease in operating
        expenses is mainly attributable to the sale of the Italian PV Portfolio
        and to increased operational efficiency of the Company's Waste-to-Energy
        projects in the Netherlands. Depreciation expenses were approximately
        EUR0.7 million for the three months ended March 31, 2020, compared to
        approximately EUR1.6 million for the three months ended March 31, 2019.
        The decrease reflects the sale of the Italian PV Portfolio.
    --  Project development costs were approximately EUR1.8 million for the
        three months ended March 31, 2020, compared to approximately EUR0.9
        million for the three months ended March 31, 2019. The increase in
        project development expenses is mainly attributable to the development
        of photovoltaic projects in Italy.
    --  General and administrative expenses were approximately EUR1.1 million
        for the three months ended March 31, 2020, compared to approximately
        EUR0.9 million for the three months ended March 31, 2019. There was no
        material change in the substance and composition of the expenses
        included in general and administrative expenses between the two periods.
    --  Share of profits of equity accounted investee, after elimination of
        intercompany transactions, was approximately EUR1.3 million for the
        three months ended March 31, 2020, compared to approximately EUR1.2
        million for the three months ended March 31, 2019. The increase in the
        Company's share of profit of equity accounted investee is mainly
        attributable to lower financing expenses incurred by Dorad Energy Ltd.
        for the period as a result of the CPI indexation of loans from banks.
    --  Financing expenses, net were approximately EUR0.4 million for the three
        months ended March 31, 2020, compared to approximately EUR1.7 million
        for the three months ended March 31, 2019. The decrease in financing
        expenses, net, was mainly due to: (i) income recorded in connection with
        the reevaluation of the Company's euro/US$ forward transactions and
        revaluation of Dori Energy loan in the aggregate amount of approximately
        EUR1 million during the three months ended March 31, 2020, compared to
        approximately EUR0.4 million during the three months ended March 31,
        2019, (ii) decreased expenses resulting from exchange rate differences
        amounting to approximately EUR0.7 million in the three months ended
        March 31, 2020, compared to approximately EUR1.2 million for the three
        months ended March 31, 2019, mainly in connection with the New Israeli
        Shekel cash and cash equivalents and with the New Israeli Shekel
        denominated Debentures, caused by the 0.6% appreciation of the euro
        against the NIS during the three months ended March 31, 2020, compared
        to the 5% devaluation of the euro against the NIS during the three
        months ended March 31, 2019 and (iii) a decrease in financing expenses
        of approximately EUR0.3 million compared to financing expenses in the
        three months ended March 31, 2019 resulting from the early repayment of
        the Company's Series A Debentures and the sale of the Italian PV
        Portfolio, including all related project finance.
    --  Taxes on income were approximately EUR0.1 million for the three months
        ended March 31, 2020, compared to approximately EUR0.2 million for the
        three months ended March 31, 2019.
    --  Loss for the three months ended March 31, 2020 was approximately EUR1.9
        million, compared to a loss of approximately EUR1 million for the three
        months ended March 31, 2019.
    --  Total other comprehensive income was approximately EUR14 million for the
        three months ended March 31, 2020, compared to approximately EUR0.6
        million for the three months ended March 31, 2019. The increase in total
        other comprehensive income mainly resulted from changes in fair value of
        cash flow hedges.
    --  Total comprehensive income was approximately EUR12.2 million for the
        three months ended March 31, 2020, compared to total comprehensive loss
        of approximately EUR0.4 million for the three months ended March 31,
        2019.
    --  EBITDA was approximately EUR(0.6) million for the three months ended
        March 31, 2020, compared to approximately EUR2.5 million for the three
        months ended March 31, 2019.
    --  Net cash used in operating activities was approximately EUR0.5 million
        for the three months ended March 31, 2020, compared to net cash provided
        by operating activities of approximately EUR0.2 million for the three
        months ended March 31, 2019. The decrease in net cash from operating
        activities is mainly attributable to the sale of Italian PV Portfolio.
    --  As of June 1, 2020, the Company held approximately EUR56.7 million in
        cash and cash equivalents, approximately EUR6.4 million in short-term
        deposits, approximately EUR2.3 million in marketable securities and
        approximately EUR10.3 million in restricted short-term and long-term
        cash.

First Quarter 2020 CEO Review

Ran Fridrich, CEO and a board member of the Company, provided the following CEO review:

    --  Impact of COVID - 19 on the Company's activities The immediate impact of
        the pandemic on the Company's activities has been minor thus far. Out of
        concern for its employees, the Company was prepared to enable its
        employees to work full-time from home. All employees currently have
        remote access and if additional quarantine is required, the Company's
        work will not be affected.The effect is mainly reflected in the decrease
        of electricity prices in Spain, which impacts the revenues of the
        Company's 4 currently active Spanish photovoltaic facilities.
        Approximately 20% of the revenues of these facilities is derived from
        the sale of electricity to the grid at current electricity prices. As a
        result of the decrease in electricity prices, the revenues from these
        facilities in the first quarter of 2020 decreased by approximately
        EUR0.1 million compared to the revenues in the same period in 2019.The
        pandemic caused a cumulative delay of approximately 30 days in the
        completion of works in the Talasol project (300 MW photovoltaic plant)
        located in Spain. Despite this delay, we currently expect that the EPC
        contractor will meet the original delivery dates of the project.As for
        the long-term effects, the main influencing factor is the amount of time
        it will take for electricity prices to return to the pre-crisis price
        environment. In our opinion, based on the assessment of experts in the
        field, the process is expected to take approximately two years.The
        impact of electricity prices on the Talasol project is minimal, as we
        have a fixed rate agreement (PPA) for a period of 10 years from the date
        of commercial operation in connection with approximately 80% of the
        project output.

    --  As for projects under development in Italy and Spain (an aggregate of up
        to 650 MW), we currently estimate that when these projects reach
        financial closing, the prevailing electricity prices will enable the
        signing of PPA transactions at prices that are in line with our
        financial model. In parallel, the panel prices and construction costs
        are expected to continue to decline and support the economic viability
        of the projects. We currently estimate that the return spreads to us
        will be around an 11%-13% leveraged return, with 60% financing coverage.

    --  The majority of the Company's efforts today are focused on the
        successful completion of the Talasol project, the development of
        photovoltaic plants in Spain and Italy, and in bringing the pumped
        storage project in the Manara Cliff, Israel, to financial closing.

    --  The first quarter of 2020 was characterized by a decrease in revenues,
        mainly as a result of the sale of our Italian PV portfolio. Financing
        expenses in the quarter decreased by approximately EUR1.3 million as a
        result of exchange rate differences, revaluation of a loan to an equity
        accounted investee and due to a significant reduction in the Company's
        debt.

    --  Project development expenses increased by more than EUR1 million in the
        quarter, as a result of increased volume of projects that are currently
        in the development pipeline.

    --  The Company continues its attempts to reduce costs and increase
        operational efficiency of its operating photovoltaic facilities in Spain
        and Israel.

    --  Biogas operations in the Netherlands reached a stable operating position
        and are fully in line with the planned budget. In February 2020, a very
        strong storm hit one of the facilities (GGOT), causing the facility to
        be partially deactivated. The damage repair and return of the facility
        to full activity took about 8 weeks, as the process of returning to full
        biological facility output is gradual. In May 2020, the facility
        returned to full operation and current production exceeds 100% of the
        originally planned output. Facility insurance and profit loss insurance
        are expected cover the majority of the damage.
    --  The Company's total equity increased by approximately 24% during the
        first quarter to approximately EUR133 million.

Use of NON-IFRS Financial Measures

EBITDA is a non-IFRS measure and is defined as earnings before financial expenses, net, taxes, depreciation and amortization. The Company presents this measure in order to enhance the understanding of the Company's historical financial performance and to enable comparability between periods. While the Company considers EBITDA to be an important measure of comparative operating performance, EBITDA should not be considered in isolation or as a substitute for net income or other statement of operations or cash flow data prepared in accordance with IFRS as a measure of profitability or liquidity. EBITDA does not take into account the Company's commitments, including capital expenditures, and restricted cash and, accordingly, is not necessarily indicative of amounts that may be available for discretionary uses. Not all companies calculate EBITDA in the same manner, and the measure as presented may not be comparable to similarly-titled measures presented by other companies. The Company's EBITDA may not be indicative of the historic operating results of the Company; nor is it meant to be predictive of potential future results. A reconciliation between results on an IFRS and non-IFRS basis is provided in the last table of this press release.

About Ellomay Capital Ltd.

Ellomay is an Israeli based company whose shares are registered with the NYSE American and with the Tel Aviv Stock Exchange under the trading symbol "ELLO". Since 2009, Ellomay Capital focuses its business in the renewable energy and power sectors in Europe and Israel.

To date, Ellomay has evaluated numerous opportunities and invested significant funds in the renewable, clean energy and natural resources industries in Israel, Italy and Spain, including:

    --  Approximately 7.9MW of photovoltaic power plants in Spain and a
        photovoltaic power plant of approximately 9 MW in Israel;
    --  9.375% indirect interest in Dorad Energy Ltd., which owns and operates
        one of Israel's largest private power plants with production capacity of
        approximately 860MW, representing about 6%-8% of Israel's total current
        electricity consumption;
    --  51% of Talasol, which is involved in a project to construct a
        photovoltaic plant with a peak capacity of 300MW in the municipality of
        Talaván, Cáceres, Spain;
    --  100% of Groen Gas Goor B.V. and of Groen Gas Oude-Tonge B.V., project
        companies developing anaerobic digestion plants with a green gas
        production capacity of approximately 375 Nm3/h, in Goor, the Netherlands
        and 475 Nm3/h, in Oude Tonge, the Netherlands, respectively;
    --  75% of Ellomay Pumped Storage (2014) Ltd. (including 6.67% that are held
        by a trustee in trust for us and other parties), which is involved in a
        project to construct a 156 MW pumped storage hydro power plant in the
        Manara Cliff, Israel.

Ellomay Capital is controlled by Mr. Shlomo Nehama, Mr. Hemi Raphael and Mr. Ran Fridrich. Mr. Nehama is one of Israel's prominent businessmen and the former Chairman of Israel's leading bank, Bank Hapohalim, and Messrs. Raphael and Fridrich both have vast experience in financial and industrial businesses. These controlling shareholders, along with Ellomay's dedicated professional management, accumulated extensive experience in recognizing suitable business opportunities worldwide. Ellomay believes the expertise of Ellomay's controlling shareholders and management enables the Company to access the capital markets, as well as assemble global institutional investors and other potential partners. As a result, we believe Ellomay is capable of considering significant and complex transactions, beyond its immediate financial resources.

For more information about Ellomay, visit http://www.ellomay.com.

Information Relating to Forward-Looking Statements

This press release contains forward-looking statements that involve substantial risks and uncertainties, including statements that are based on the current expectations and assumptions of the Company's management. All statements, other than statements of historical facts, included in this press release regarding the Company's plans and objectives, expectations and assumptions of management are forward-looking statements. The use of certain words, including the words "estimate," "project," "intend," "expect," "believe" and similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company may not actually achieve the plans, intentions or expectations disclosed in the forward-looking statements and you should not place undue reliance on the Company's forward-looking statements. Various important factors could cause actual results or events to differ materially from those that may be expressed or implied by the Company's forward-looking statements, including the impact of 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, regulatory changes, changes in the supply and prices of resources required for the operation of the Company's facilities (such as waste and natural gas) and in the price of oil, changes in demand and technical and other disruptions in the operations or construction of the power plants owned by the Company. 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.


                                                                                                                                                                                       
       Ellomay Capital Ltd. and its Subsidiaries



       Condensed Consolidated Interim Statements of Financial Position

    ---



                                                                                                    
     
         March 31                      
       
              December 31,                    
           
              March 31,


                                                                                                                    2020                                                          2019                                                   2020



                                                                                                    
     
         Unaudited                       
       
              Audited                       
           
              Unaudited

                                                                                                                                                                                                                                        ---

                                                                                                        EUR in thousands                
      
         Convenience Translation into
                                                                                                                      US$ in thousands*
        
           *




       
              Assets



       
              Current assets:



       Cash and cash equivalents                                                                                 57,765                                                        44,509                                                 63,198



       Marketable securities                                                                                      2,254                                                         2,242                                                  2,466



       Short term deposits                                                                                        6,410                                                         6,446                                                  7,013



       Restricted cash                                                                                              276                                                        22,162                                                    302



       Receivable from concession project                                                                         1,486                                                         1,463                                                  1,626



       Financial assets                                                                                           1,410                                                         1,418                                                  1,543



       Trade and other receivables                                                                                4,328                                                         4,882                                                  4,735



                                                                                                                  73,929                                                        83,122                                                 80,883




       
              Non-current assets



       Investment in equity accounted investee                                                                   32,518                                                        33,561                                                 35,576



       Advances on account of investments                                                                           878                                                           883                                                    961



       Receivable from concession project                                                                        26,603                                                        27,122                                                 29,105



       Fixed assets                                                                                             175,424                                                       114,389                                                191,923



       Right-of-use asset                                                                                        15,344                                                        15,401                                                 16,787



       Intangible asset                                                                                           4,924                                                         5,042                                                  5,387



       Restricted cash and deposits                                                                              10,288                                                        10,956                                                 11,256



       Deferred tax                                                                                                 839                                                         2,285                                                    918



       Long term receivables                                                                                      8,909                                                        12,249                                                  9,747



       Derivatives                                                                                               26,486                                                         5,162                                                 28,977



                                                                                                                 302,213                                                       227,050                                                330,637






       
              Total assets                                                                                  376,142                                                       310,172                                                411,520






       
              Liabilities and Equity



       
              Current liabilities



       Current maturities of long term loans                                                                      3,980                                                         4,138                                                  4,354



       Debentures                                                                                                 4,592                                                        26,773                                                  5,024



       Trade payables                                                                                            22,278                                                         1,765                                                 24,376



       Other payables                                                                                             6,023                                                         5,010                                                  6,589



                                                                                                                  36,873                                                        37,686                                                 40,343




       
              Non-current liabilities



       Lease liability                                                                                           15,419                                                        15,402                                                 16,869



       Long-term loans                                                                                          126,021                                                        89,182                                                137,874



       Debentures                                                                                                44,586                                                        44,811                                                 48,779



       Deferred tax                                                                                               9,786                                                         6,467                                                 10,706



       Other long-term liabilities                                                                                1,840                                                         1,795                                                  2,013



       Derivatives                                                                                                8,698                                                         7,263                                                  9,516



                                                                                                                 206,350                                                       164,920                                                225,757




       
              Total liabilities                                                                             243,223                                                       202,606                                                266,100




       
              Equity



       Share capital                                                                                             23,933                                                        21,998                                                 26,184



       Share premium                                                                                             75,427                                                        64,160                                                 82,521



       Treasury shares                                                                                          (1,736)                                                      (1,736)                                               (1,899)



       Transaction reserve with non-controlling Interests                                                         6,106                                                         6,106                                                  6,680



       Reserves                                                                                                  10,184                                                         3,283                                                 11,142



       Retained earnings                                                                                         11,401                                                        12,818                                                 12,473




       Total equity attributed to shareholders of the Company                                                   125,315                                                       106,629                                                137,101



       Non-Controlling Interest                                                                                   7,604                                                           937                                                  8,319




       
              Total equity                                                                                  132,919                                                       107,566                                                145,420




       
              Total liabilities and equity                                                                  376,142                                                       310,172                                                411,520






       * Convenience translation into US$ (exchange rate as at March 31, 2020: euro 1 = US$ 1.094)


                                                                                                     
              Ellomay Capital Ltd. and its Subsidiaries



       Condensed Consolidated Interim Statements of Comprehensive Profit (Loss)

    ---



                                                                                                                              For the three   
              
               For the year      
              
                For the three
                                                                                                                                         months ended                  ended                                  months ended
                                                                                                          March 31,                   December 31,                               March 31,




                                                                                                          2019        2020                                    2019                                         2020

                                                                                                                                                                                                         ---

                                                                                                                              Unaudited      
              
               Audited          
              
                Unaudited

                                                                                                                                                                                                       ---

                                                                                                                                                                   
              
                Convenience
                                                                                                                                                                            Translation into
                                                                                                                                                                                 US$** in
                                                                                                                                                                                thousands*





                                                                             EUR in thousands*               
              
                EUR in thousands*

                                                                        ---                                                                                                     ---


       Revenues                                                                                         4,733       1,943                                  18,988                                        2,126



       Operating expenses                                                                             (1,664)    (1,061)                                (6,638)                                     (1,161)



       Depreciation and amortization                                                                  (1,578)      (726)                                (6,416)                                       (794)

                                                                                                                                                                                                         ---


       
                Gross profit                                                                        1,491         156                                   5,934                                          171





       Project development costs                                                                        (874)    (1,754)                                (4,213)                                     (1,919)



       General and administrative expenses                                                              (897)    (1,081)                                (3,827)                                     (1,183)



       Share of profits of equity accounted investee                                                    1,164       1,331                                   3,086                                        1,456



       Other expenses, net                                                                                                                              (2,100)                                           -



       Capital gain                                                                                                                                      18,770                                            -




       
                Operating profit (loss)                                                               884     (1,348)                                 17,650                                      (1,475)





       Financing income                                                                                   390         425                                   1,827                                          465



       Financing income in connection with derivatives, net                                               431         954                                     897                                        1,044



       Financing expenses                                                                             (2,485)    (1,792)                               (10,877)                                     (1,961)

                                                                                                                                                                                                         ---


       Financing expenses, net                                                                        (1,664)      (413)                                (8,153)                                       (452)

                                                                                                                                                                                                         ---


       
                Profit (loss) before taxes on income                                                (780)    (1,761)                                  9,497                                      (1,927)



       Tax benefit (Taxes on income)                                                                    (189)      (104)                                    287                                        (114)

                                                                                                                                                                                                         ---


       
                Profit (loss) for the period                                                        (969)    (1,865)                                  9,784                                      (2,041)

                                                                                                                                                                                                         ---


       
                Profit (loss) attributable to:



       Owners of the Company                                                                            (711)    (1,417)                                 12,060                                      (1,550)



       Non-controlling interests                                                                        (258)      (448)                                (2,276)                                       (491)

                                                                                                                                                                                                         ---


       
                Profit (loss) for the period                                                        (969)    (1,865)                                  9,784                                      (2,041)

                                                                                                                                                                                                         ---




       
                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                                  1,232       (199)                                  2,103                                        (218)



       Effective portion of change in fair value of cash flow hedges                                      350      14,112                                   1,076                                       15,439



       Net change in fair value of cash flow hedges transferred to profit or loss                     (1,010)        103                                 (1,922)                                         113

                                                                                                                                                                                                         ---


       
                Total other comprehensive income                                                      572      14,016                                   1,257                                       15,334

                                                                                                                                                                                                         ---


       
                Total comprehensive income(loss) for the period                                     (397)     12,151                                  11,041                                       13,293

                                                                                                                                                                                                         ===




       
                Total other comprehensive  income (loss) attributable to:



       Owners of the Company                                                                              654       6,901                                   2,114                                        7,550



       Non-controlling interests                                                                         (82)      7,115                                   (857)                                       7,784

                                                                                                                                                                                                         ---


       
                Total other comprehensive income (loss) for the period                                572      14,016                                   1,257                                       15,334





       
                Basic net profit (loss) per share                                                  (0.07)     (0.12)                                   1.09                                       (0.13)

                                                                                                                                                                                                         ===


       
                Diluted net profit (loss) per share                                                (0.07)     (0.12)                                   1.09                                       (0.13)

                                                                                                                                                                                                         ===




       * Except per share data



       ** Convenience translation into US$ (exchange rate as at March 31, 2020: euro 1 = US$ 1.094)


                                                                                                                                                                                                                                                                                             
         Ellomay Capital Ltd. and its Subsidiaries



              Condensed Consolidated Interim Statements of Changes in Equity

    ---



                                                                                                                  
       
       Attributable to shareholders of the Company                              Non- controlling          Total



                                                                                                                              Interests                                  Equity



                                                                                                                                                                                                                                                             Interests
                                                                                                                                                                                                                                                 Transaction
                                                                                                                                                                                         
     
                Translation                             reserve with
                                                                                                                                                                                            reserve from                                                              non-controlling
                                                                                                                                                                                                               foreign                            Interests
                                                                                                                                                                                             operations
                                                                                  Share capital     Share premium           Retained earnings                         Treasury shares                                       Hedging Reserve                                                      Total



                                                                                         
          
     
           EUR 
         
       
                  in thousands




              
                For the three month ended March 31, 2020 (unaudited):



              
                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



              
                Loss for the period                                               -                                       (1,417)                                                                                                                                                  (1,417)                            (448)        (1,865)



              
                Other comprehensive income (loss) for the period                  -                                                                                                                    (223)              7,124                                                       6,901                             7,115          14,016

                                                                                                                                                                                                                                                                                                                                                   ---


              
                Total comprehensive income (loss) for the period                  -                                       (1,417)                                                                      (223)              7,124                                                       5,484                             6,667          12,151



              
                Transactions with owners of the Company,  recognized
     directly in equity:



              
                
                  Issuance of ordinary shares                    1,935             11,253                                                                                                                                                                                13,188                                           13,188



              
                
                  Share-based payments                               -                14                                                                                                                                                                                    14                                               14

                                                                                                                                                                                                                                                                                                                                                   ---


              
                Balance as at



              
                 March 31, 2020                                              23,933             75,427                       11,401                                  (1,736)                              4,133               6,051                                        6,106         125,315                             7,604         132,919


                                                                                                    Attributable to shareholders of the Company            Non- controlling        Total



                                                                                             Interests                                           Equity



                                                                                                                                                                                 Translation


                                                                                                                                                                                 reserve from

                                                                               Share           Share                                            Retained         Treasury           foreign      Hedging


                                                                              capital         premium                                           earnings          shares          Operations     Reserve     Total



                                                                                      EUR 
     
                  
                    in thousands

                                                                                                                                                 ---


              
            For the three month ended March 31, 2019 (unaudited):



              
            Balance as at January 1, 2019                          19,980            58,334                                                758               (1,736)           1,396       (227)    78,515    (1,558)     76,957



              
            Loss for the period                                                                                                        (711)                                                     (711)     (258)      (969)



              
            Other comprehensive income (loss) for the period                                                                                                                1,314       (660)       654       (82)        572




              
            Total comprehensive income (loss) for the period                                                                           (711)                                1,314       (660)      (57)     (340)      (397)



              
            Transactions with owners of the Company,  recognized
    directly in equity:



              
            Options exercise                                            8                11                                                                                                           19                    19



              
            Share-based payments                                                         1                                                                                                            1                     1




              
            Balance as at



              
             March 31, 2019                                        19,988            58,356                                                 47               (1,736)           2,710       (887)    78,478    (1,898)     76,580


                                                                                                                                                                                                                                                                                                                                             
           Ellomay Capital Ltd. and its Subsidiaries



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

    ---

                                                                                                                                                         
         
            Attributable to shareholders of the Company           
         
             Non- controlling                 Total


                                                                                                                                                       
         
           Interests                                    Equity





                                                                                                                                                                                                                                                                                                           Interests
                                                                                                                                                                                                                                                                                               Transaction
                                                                                                                                                                                                                                  
       
                Translation                                reserve with
                                                                                                                                                                                                                                       reserve from                                                                 non-controlling
                                                                                                                                                                                                                                                          foreign                               Interests
                                                                                                                                                                                                                                        operations
                                                                                                                      Share capital     Share premium              Retained earnings                           Treasury shares                                                    Hedging                                                 Total
                                                                                                                                                                                                                                                                       Reserve



                                                                                                                             
          
     
           EUR 
            
         
                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 (loss)  for the year                                                       -                                                                                                                           2,960                  (846)                                                 2,114                                      (857)     1,257

                                                                                                                                                                                                                                                                                                                                                                                                ---


              
                Total comprehensive income (loss) 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


                                                                                                                                                                                                                                                                                                                        
            Ellomay Capital Ltd. and its Subsidiaries



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

    ---



                                                                                                                      
              
                Attributable to shareholders of the Company               
          
            Non- controlling           Total



                                                                                                                          
              
                Interests                                  Equity



                                                                                                                                                                                                                                                                                   Interests
                                                                                                                                                                                                                                                                       Transaction
                                                                                                                                                                                                             
       
                Translation                             reserve with
                                                                                                                                                                                                                  reserve from                                                              non-controlling
                                                                                                                                                                                                                                     foreign                            Interests
                                                                                                                                                                                                                   operations
                                                                                       Share capital    Share premium                           Retained earnings                         Treasury shares                                         Hedging Reserve                                                    Total



                                                                                                           Convenience translation into US$ (exchange rate as at March 3
                                                                                                     1
              
                
                
                  , 2020: euro 1 = US$ 1.094)




              
                For the three month ended March 31, 2020 (unaudited):



              
                Balance as at January 1, 2020                                     24,067            70,195                                       14,023                                  (1,899)                                4,766             (1,174)                                       6,680       116,658                                       1,026         117,684



              
                Loss for the period                                                    -                                                      (1,550)                                                                                                                                                  (1,550)                                      (491)        (2,041)



              
                Other comprehensive income (loss) for the period                       -                                                                                                                                     (244)              7,794                                                     7,550                                       7,784          15,334

                                                                                                                                                                                                                                                                                                                                                                                 ---


              
                Total comprehensive income (loss) for the period                       -                                                      (1,550)                                                                        (244)              7,794                                                     6,000                                       7,293          13,293



              
                Transactions with owners of the Company,  recognized
     directly in equity:



              
                
                  Issuance of ordinary shares                         2,117            12,311                                                                                                                                                                                                14,428                                                     14,428



              
                
                  Share-based payments                                    -               15                                                                                                                                                                                                    15                                                         15

                                                                                                                                                                                                                                                                                                                                                                                 ---


              
                Balance as at



              
                 March 31, 2020                                                   26,184            82,521                                       12,473                                  (1,899)                                4,522               6,620                                        6,680       137,101                                       8,319         145,420


                                                                                                                          
     Ellomay Capital Ltd. and its Subsidiaries



       Condensed Consolidated Interim Statements of Cash Flows

    ---



                                                                                                                               For the three months                                        For the year ended      
              
                
               For the three months
                                                                                                    ended March 31,                     December 31,                                                ended March 31,

                                                                                                                                                                                                                                        ---

                                                                                                       2019           2020                                                2019                                                              2020

                                                                                                                                                                                                                                          ---

                                                                                                                               Unaudited         
              
                
                Audited                
              
                
               Unaudited

                                                                                                                                                                                                                                        ---

                                                                                                                                                                            
            
                
                  Convenience Translation
                                                                                                                                                                                                     into US$*
                                                                                                                                                           EUR
                                                                                                                                                   
                  
                  in
                                                                                                                                                                               thousands

                                                                                                                                                                                                                                      ---


       
                Cash flows from operating activities



       Profit (loss) for the period                                                                  (969)       (1,865)                                              9,784                                                           (2,041)



       
                Adjustments for:

    ---


       Financing expenses, net                                                                       1,664            413                                               8,153                                                               452



       Capital gain                                                                                                                                                (18,770)                                                                -



       Depreciation and amortization                                                                 1,578            726                                               6,416                                                               794



       Share-based payment transactions                                                                  1             14                                                   8                                                                15



       Share of profits of equity accounted investees                                              (1,164)       (1,331)                                            (3,086)                                                          (1,456)



       Payment of interest on loan from an equity accounted investee                                   582            370                                                 637





       Change in trade receivables and other receivables                                           (1,696)           588                                                 403                                                               643



       Change in other assets                                                                        (708)         (215)                                            (1,950)                                                            (235)



       Change in receivables from concessions project                                                  171            201                                               1,329                                                               220



       Change in accrued severance pay, net                                                              4                                                                 9



       Change in trade payables                                                                        509            315                                                 461                                                               345



       Change in other payables                                                                        416          (274)                                              5,336                                                             (300)



       Income tax expense (tax benefit)                                                                189            104                                               (287)                                                              114



       Income taxes paid                                                                                                                                              (100)                                                                -



       Interest received                                                                               415            441                                               1,719                                                               482



       Interest paid                                                                                 (205)         (168)                                            (6,083)                                                            (184)

                                                                                                                                                                                                                                          ---

                                                                                                      1,174          1,396                                             (6,072)                                                            1,527

                                                                                                                                                                                                                                          ---


       Net cash from (used in) operating activities                                                    205          (469)                                              3,712                                                             (514)

                                                                                                                                                                                                                                          ===


       
                Cash flows from investing activities



       Acquisition of fixed assets                                                                 (7,289)      (41,414)                                           (74,587)                                                         (45,309)



       Acquisition of subsidiary, net of cash acquired                                             (1,000)                                                          (1,000)



       Repayment of loan from an equity accounted investee                                                         1,923                                                                                                                2,104



       Proceeds from sale of investments                                                                                                                             34,586                                                                 -



       Proceed from settlement of derivatives, net                                                     532                                                               532



       Proceed (investment) in restricted cash, net                                                     87         22,585                                            (26,003)                                                           24,709



       Investment in short term deposit                                                                                                                             (6,302)                                                                -



       Repayment loan to others                                                                                                                                       3,912                                                                 -




       Net cash used in investing activities                                                       (7,670)      (16,906)                                           (68,862)                                                         (18,496)

                                                                                                                                                                                                                                          ===


       
                Cash flows from financing activities



       Repayment of long-term loans                                                                  (506)         (810)                                            (5,844)                                                            (886)



       Repayment of Debentures                                                                                  (22,162)                                            (9,836)                                                         (24,246)



       Issue of warrants                                                                                             320                                                                                                                  350



       Cost associated with long term loans                                                                                                                        (12,218)                                                                -



       Proceeds from options                                                                            19                                                                19



       Sale of shares in subsidiaries to non-controlling interests                                                                                                                                                                         -

                                                                                                                   13,936



       Acquisition of shares in subsidiaries from non-controlling interests

                                                                                                                  (2,961)



       Issuance of ordinary shares                                                                                13,188                                               7,807                                                            14,428



       Proceeds from long term loans                                                                17,424         40,923                                              59,298                                                            44,772



       Proceeds from issuance of Debentures, net                                                                                                                     22,317                                                                 -




       Net cash from financing activities                                                           16,937         31,459                                              72,518                                                            34,418

                                                                                                                                                                                                                                          ===




       Effect of exchange rate fluctuations on cash and cash equivalents                               (1)         (828)                                                259                                                             (905)



       Increase in cash and cash equivalents                                                         9,471         13,256                                               7,627                                                            14,503



       Cash and cash equivalents at the beginning of the period                                     36,882         44,509                                              36,882                                                            48,695

                                                                                                                                                                                                                                          ---


       
                Cash and cash equivalents at the end of the period                              46,353         57,765                                              44,509                                                            63,198

                                                                                                                                                                                                                                          ===




       * Convenience translation into US$ (exchange rate as at March 31, 2020: euro 1 = US$ 1.094)


                                                                                                  
         Ellomay Capital Ltd. and its Subsidiaries



       Reconciliation of Profit (Loss) to EBITDA (in thousands)

    ---



                                                                                                    For the three months ended                                   For the year ended                            For the three months
                                                                            March 31,                               December 31,                                         ended March 31,


                                                                           2019               2020                                                    2019                                                2020

                                                                                                                                                                                                        ---

                                                                                                               
              
                
                  Unaudited



                                                                                                    EUR 
                
                
                  in
                                                                                                                        thousands                           
       
                
               Convenience
                                                                                                                                                                      Translation into
                                                                                                                                                                            US$*

                                                                                                                                                                             ---


       Net profit (loss) for the period                                  (969)           (1,865)                                                  9,784                                             (2,041)



       Financing expenses, net                                           1,664                413                                                   8,153                                                 452



       Taxes on income                                                     189                104                                                   (287)                                                114



       Depreciation                                                      1,578                726                                                   6,416                                                 794

                                                                                                                                                                                                        ---


       EBITDA                                                            2,462              (622)                                                 24,066                                               (681)





       * Convenience translation into US$ (exchange rate as at March 31, 2020: euro 1 = US$ 1.094)

Information for the Company's Debenture Holders

Pursuant to the Deeds of Trust governing the Company's Series B and C Debentures (together, the "Debentures"), the Company is required to maintain certain financial covenants. For more information, see Item 5.B of the Company's Annual Report on Form 20-F submitted to the Securities and Exchange Commission on April 7, 2020.

Net Financial Debt

As of March 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 EUR31.3 million (consisting of approximately EUR139.4 million of short-term and long-term debt from banks and other interest bearing financial obligations and approximately EUR49.2 million in connection with the Series B Debentures issuance (in March 2017) and the Series C Debentures issuance (in July 2019), net of approximately EUR66.4 million of cash and cash equivalents, short-term deposits and marketable securities and net of approximately EUR90.9 million of project finance and related hedging transactions of the Company's subsidiaries).

Information for the Company's Series B Debenture Holders

The following is an internal pro forma consolidated statement of financial position of the Company as at March 31, 2020. This information is required under the Series B Deed of Trust in connection with the adoption of IFRS 16 "Leases" by the Company and provides the consolidated statement of financial position of the Company as of the date set forth below after elimination of the effects of adoption of IFRS 16. Based on the pro forma statement of financial position, the ratio of the Company's equity (which the Company calculated in line with the definition of Balance Sheet Equity in the Series B Deed of Trust) to balance sheet as at March 31, 2020 was 36.8%.


                     Unaudited Internal Pro Forma Statement of Financial
                      Position

    ---



                                                                          March 31,


                                                                                  2020



                                                                          Unaudited



                                                                          Pro Forma

                                                                      EUR in thousands



                     Assets


                     Current assets:


        Cash and cash
         equivalents                                                            57,765


        Marketable securities                                                    2,254


        Short term deposits                                                      6,410


        Restricted cash and
         marketable
         securities                                                                276


        Receivable from
         concession project                                                      1,486


        Financial assets                                                         1,410


        Trade and other
         receivables                                                             4,328



                                                                                73,929



                     Non-current assets


        Investment in equity
         accounted investee                                                     32,518


        Advances on account
         of investments                                                            878


        Receivable from
         concession project                                                     26,603


        Fixed assets                                                           175,424


        Right-of-use asset


        Intangible asset                                                         4,924


        Restricted cash and
         deposits                                                               10,288


        Deferred tax                                                               839


        Long term receivables                                                    8,909


        Derivatives                                                             26,486



                                                                               286,869





                     Total assets                                              360,798





                     Liabilities and
                      Equity


                     Current liabilities


        Current maturities of
         long term loans                                                         3,980



       Debentures                                                               4,592


        Trade payables                                                          22,278


        Other payables                                                           5,769



                                                                                36,619



                     Non-current
                      liabilities


        Lease liability


        Long-term loans                                                        126,021



       Debentures                                                              44,586


        Deferred tax                                                             9,868


        Other long-term
         liabilities                                                             1,840


        Derivatives                                                              8,698



                                                                               191,013



                     Total liabilities                                         227,632



                     Equity


        Share capital                                                           23,933


        Share premium                                                           75,427


        Treasury shares                                                        (1,736)


        Transaction reserve
         with non-
         controlling
         Interests                                                               6,106



       Reserves                                                                10,184


        Retained earnings
         (accumulated
         deficit)                                                               11,648



        Total equity
         attributed to
         shareholders of the
         Company                                                               125,562


        Non-Controlling
         Interest                                                                7,604



                     Total equity                                              133,166



                     Total liabilities and
                      equity                                                   360,798

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 March 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 EUR132.9 million, (ii) the ratio of the Company's Net Financial Debt (as set forth above) to the Company's CAP, Net (defined as the Company's consolidated shareholders' equity plus the Net Financial Debt was 19.1% and (iii) the ratio of the Company's Net Financial Debt to the Company's Adjusted EBITDA((1)) was 1.3.

_____________________________

((1) )The term "Adjusted EBITDA" is defined in the Series C Deed of Trust as earnings before financial expenses, net, taxes, depreciation and amortization, where the revenues from the Company's operations, such as the Talmei Yosef project, are calculated based on the fixed asset model and not based on the financial asset model (IFRIC 12), and before share-based payments. The Series C Deed of Trust provides that for purposes of the financial covenant, the Adjusted EBITDA will be calculated based on the four preceding quarters, in the aggregate. The Adjusted EBITDA is presented in this press release as part of the Company's undertakings towards the holders of its Series C Debentures. For a general discussion of the use of non-IFRS measures, such as EBITDA and Adjusted EBITDA see above under "Use of NON-IFRS Financial Measures."

The following is a reconciliation between the Company's net profit (loss) and the Adjusted EBITDA for the four-quarter period ended March 31, 2020:


                                                                                      
        
                For the
                                                                                         four quarter
                                                                                         period ended
                                                                                        March 31, 2020



                                                                                     
        
                Unaudited



                                                                                                          EUR 
      in thousands




              Net profit for the period                                                                                8,888



              Financing expenses, net                                                                                  6,902



              Taxes on income                                                                                          (372)



              Depreciation and amortization                                                                            5,564



              Adjustment to revenues of the Talmei Yosef project due to calculation
    based on the fixed asset model
                                                                                                                        3,058



              Share-based payments                                                                                        20

    ---


              Adjusted EBITDA as defined in the Series C Deed of Trust                                                24,060

Contact:

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

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SOURCE Ellomay Capital Ltd