TEL-AVIV, Israel, Dec. 30, 2025 (GLOBE NEWSWIRE) -- TEL-AVIV, Israel, Dec. 30, 2025 (GLOBE NEWSWIRE) -- Ellomay Capital Ltd. (NYSE American; TASE: ELLO) ("Ellomay" or the "Company"), a renewable energy and power generator and developer of renewable energy and power projects in Europe, Israel and the USA, today reported its unaudited interim consolidated financial results for the three and nine month periods ended September 30, 2025.
Financial Highlights
-- Total assets as of September 30, 2025 amounted to approximately EUR759.4
million, compared to total assets as of December 31, 2024 of
approximately EUR677.3 million.
-- Revenues1 for the three months ended September 30, 2025 were
approximately EUR12.7 million, compared to revenues of approximately
EUR12.3 million for the three months ended September 30, 2024. Revenues
for the nine months ended September 30, 2025 were approximately EUR32.9
million, compared to revenues of approximately EUR31.8 million for the
nine months ended September 30, 2024.
-- Profit for the three months ended September 30, 2025 was approximately
EUR10.1 million, compared to profit of approximately EUR6.6 million for
the three months ended September 30, 2024. Profit for the nine months
ended September 30, 2025 was approximately EUR8.5 million, compared to
profit of approximately EUR3.3 million for the nine months ended
September 30, 2024.
-- EBITDA for the three months ended September 30, 2025 was approximately
EUR22.1 million, compared to EBITDA of approximately EUR11 million for
the three months ended September 30, 2024. EBITDA for the nine months
ended September 30, 2025 was approximately EUR28.2 million, compared to
EBITDA of approximately EUR17.6 million for the nine months ended
September 30, 2024. See below under "Use of Non-IFRS Financial Measures"
for additional disclosure concerning EBITDA.
Financial Overview for the Nine Months Ended September 30, 2025
-- Revenues1 were approximately EUR32.9 million for the nine months ended
September 30, 2025, compared to approximately EUR31.8 million for the
nine months ended September 30, 2024. The increase in revenues mainly
results from revenues generated from the Company's 19.8 MW and 18.1 MW
Italian solar facilities that were connected to the grid in February-May
2024 and in January 2025, respectively, and from the Company's facilities
in the USA that were connected to the grid during the second quarter of
2025. Such increase was partly offset by lower revenues from the
Company's Dutch biogas plants, one of which experienced a production
issue related to the bacteria used by the plant that affected output in
January and April 2025 and another facility whose output was adversely
affected during the summer months due to high temperatures. In addition,
revenues from the Talasol facility were slightly lower in the nine months
ended September 30, 2025, due to damage caused by a fire event that
occurred in July 2024, that has since been repaired and restored to
nearly 97% output, though not yet fully recovered.
-- Operating expenses were approximately EUR14.4 million for the nine months
ended September 30, 2025, compared to approximately EUR14.5 million for
the nine months ended September 30, 2024. The decrease in operating
expenses mainly results from lower costs in connection with the
acquisition of feedstock by the Company's Dutch biogas plants, partially
offset by the achievement of preliminary acceptance certificate $(PAC)$ of
the Company's 19.8 MW Italian solar facilities subsequent to September
30, 2024, upon which the Company commenced recording operating expenses
of the solar facilities. Depreciation and amortization expenses were
approximately EUR12.9 million for the nine months ended September 30,
2025, compared to approximately EUR12.3 million for the nine months ended
September 30, 2024.
-- Project development costs were approximately EUR3.4 million for the nine
months ended September 30, 2025, compared to approximately EUR3.3 million
for the nine months ended September 30, 2024.
-- General and administrative expenses were approximately EUR5.2 million for
the nine months ended September 30, 2025, compared to approximately
EUR4.7 million for the nine months ended September 30, 2024. The increase
in general and administrative expenses is mostly due to higher
consultancy expenses.
-- Share of profits of equity accounted investee, after elimination of
intercompany transactions, was approximately EUR17 million for the nine
months ended September 30, 2025, compared to approximately EUR5.3 million
for the nine months ended September 30, 2024. The increase in share of
profits of equity accounted investee was mainly due to the recording of a
gain on bargain purchase by Ellomay Luzon Energy Infrastructures Ltd.
("Ellomay Luzon Energy"), an equity accounted investee of the Company, in
the amount of NIS 112.8 million (approximately EUR28.7 million based on
the average EUR/USD exchange rate for the year 2025) in connection with
the acquisition on July 22, 2025 of 15% of the outstanding share capital
of Dorad Energy Ltd. ("Dorad") by Ellomay Luzon Energy reflecting the
excess of the net amount recognized at the acquisition date for the
identifiable assets over the cost of the acquired Dorad shares.
-- Other income, net was approximately EUR1.3 million for the nine months
ended September 30, 2025, compared to EUR2.9 for the nine months ended
September 30, 2024. The other income recognized for the nine months ended
September 30, 2025 is based on agreed compensation expected to be
received from the EPC contractor of two of the Company's USA solar
facilities for loss of income due to delays in construction and the other
income recognized for the nine months ended September 30, 2024 is based
on compensation received from insurance in connection with the fire near
the Talasol and Ellomay Solar facilities in Spain in July 2024, net of
impairment expenses related to the damaged fixed assets.
-- Financing expense, net was approximately EUR8.7 million for the nine
months ended September 30, 2025, compared to financing expense, net of
approximately EUR2 million for the nine months ended September 30, 2024.
The change in financing expenses, net, was mainly attributable to lower
income resulting from exchange rate differences that amounted to
approximately EUR1.6 million for the nine months ended September 30,
2025, compared to approximately EUR5.2 million for the nine months ended
September 30, 2024, an aggregate change of approximately EUR3.5 million.
The exchange rate differences were mainly recorded in connection with the
New Israeli Shekel ("NIS") cash and cash equivalents and the Company's
NIS denominated debentures and were caused by the 2.2% devaluation of the
NIS against the euro during the nine months ended September 30, 2025,
compared to 3.5% devaluation of the NIS against the euro during the nine
months ended September 30, 2024. The increase in financing expense for
the nine months ended September 30, 2025 was also attributable to an
increase in financing expense of approximately EUR3.4 million in
connection with derivatives and warrants for the nine months ended
September 30, 2025, compared to the nine months ended September 30, 2024.
The increase was partially offset by increased interest income on
balances mainly deposited by the Company for short-term periods.
-- Tax benefit was approximately EUR1.8 million for the nine months ended
September 30, 2025, compared to a tax benefit of approximately EUR0.1
million for the nine months ended September 30, 2024. The change is
primarily attributable to the tax impact of the investment transaction
with Clal Insurance Company Ltd. ("Clal") in the Company's 198 MW solar
portfolio, which is expected to be fully offset through the utilization
of current losses.
-- Profit for the nine months ended September 30, 2025 was approximately
EUR8.5 million, compared to a profit of approximately EUR3.3 million for
the nine months ended September 30, 2024.
-- Total other comprehensive loss was approximately EUR8.6 million for the
nine months ended September 30, 2025, compared to total other
comprehensive income of approximately EUR2.6 million for the nine months
ended September 30, 2024. The change in total other comprehensive income
(loss) is primarily as the result of foreign currency translation
adjustments due to the change in the NIS/euro exchange rate and by
changes in fair value of cash flow hedges, including a material decrease
in the fair value of the liability resulting from the financial power
swap that covers approximately 80% of the output of the Talasol solar
plant (the "Talasol PPA"). The Talasol PPA experienced high volatility
due to the substantial change in electricity prices in Europe. In
accordance with hedge accounting standards, the changes in the Talasol
PPA's fair value are recorded in the Company's shareholders' equity
through a hedging reserve and not through the accumulated
deficit/retained earnings. The changes do not impact the Company's
consolidated net profit/loss or the Company's consolidated cash flows.
-- Total comprehensive loss was approximately EUR0.1 million for the nine
months ended September 30, 2025, compared to total comprehensive income
of approximately EUR5.9 million for the nine months ended September 30,
2024.
-- Net cash provided by operating activities was approximately EUR8.5
million for the nine months ended September 30, 2025, compared to
approximately EUR5.5 million for the nine months ended September 30,
2024. The increase in net cash provided by operating activities for the
nine months ended September 30, 2025, is mainly due to income produced by
the Company's Italian solar facilities that were connected to the grid in
February-May 2024 and in January 2025, three of the Company's facilities
in Texas USA that were connected to the grid and commenced commissioning
tests in April 2024, and 2024 related subsidies that were paid to the
Company's Dutch biogas plants in 2025.
-- In September 2025, the Company received tax credits in respect of two
facilities in the USA in an aggregate amount of approximately EUR10
million, which were presented as cash flows provided by financing
activities.
(1) The revenues presented in the Company's financial
results included in this press release are based on
IFRS and do not take into account the adjustments
included in the Company's investor presentation.
CEO Review for the First Nine Months of 2025
In the first nine months, the Company's revenues amounted to approximately EUR32.9 million, an increase of approximately 3% in revenues compared to the corresponding period last year. Cash provided by operating activities was approximately EUR8.5 million in the first nine months compared to approximately EUR5.5 million in the corresponding period last year. The EBITDA for the first nine months of 2025 was approximately EUR28.2 million, compared to approximately EUR17.6 million in the corresponding period last year.
In the first nine months of 2025, there was a significant advancement in the construction and connection to the grid of new projects, which are expected to contribute to a significant increase in the Company's revenues during 2026.
In Italy -- 38 MW solar (51% owned in partnership with Clal) are fully operating. The construction work on additional 160 MW solar (51% owned in partnership with Clal) has begun and construction is progressing as planned and is expected to finish by the end of 2026. The remainder of the portfolio developed by the Company (100% owned) is approximately 264 MW solar, of which 210 MW have reached Ready to Build status as of the date hereof and the rest are expected to receive permits in the near future. These 264 MW are scheduled to begin construction in the last quarter of 2026. The Company signed a power purchase agreement $(PPA)$ with a leading European entity for the operating projects with an aggregate capacity of 38 MW and the Company intends to continue to execute PPAs for the remainder of the portfolio.
In the USA -- The construction of the first 4 projects (49 MW) has been completed, three of them were connected to the grid at the end of the first half of 2025 and the fourth project will be connected in the near future. The Company has begun construction of the Hillsboro project (14 MW solar + two hours of battery storage). The Company is examining the possibility of entering into the construction of two additional projects that will fall within the current tax benefit framework. The regulatory changes and the uncertainty regarding tariff rates do not allow the Company to provide a forecast beyond what has been said, but the assumption is that the Company will find a way to continue developing and increasing the portfolio in the near future.
In the Netherlands -- the license to increase production at the GGOT facility was received. Licenses to increase production at the two additional facilities are in advanced stages. The new regulation for the obligation to blend green gas with fossil gas will commence according to the law in January 2027 (a delay of one year), but the targets for the first year have increased. Agreements have been signed for the sale of green certificates issued under the new regulation at a price of approximately EUR1 per certificate. The blending obligation is expected to significantly increase the profitability of operations in the Netherlands at current production capacity. The expected increase in production capacity from 16 million cubic meters of gas per year to around 24 million cubic meters of gas per year is expected to add significantly beyond that.
In Israel -- the Company is in negotiations with the Israeli Electricity Authority for compensation for delays and war damage to the Manara project. Ellomay Luzon (50% owned) exercised its right of refusal in connection with the Zorlu-Phoenix transaction for the sale of Dorad's shares and acquired an additional 15% of Dorad's shares so that its holdings in Dorad are currently 33.75%. Dorad notified of the approval of its board of directors to advance to financial closing of Dorad 2 and the intention is to try to reach financial closing by June 30, 2026.
Dorad finished the third quarter with a profit of approximately NIS 118.4 million, despite a decline of approximately 10% in the USD exchange rate, which caused an accounting expense during the period of approximately NIS 69 million on Dorad's USD deposits. Dorad has future expenses in USD (gas purchases, operation and maintenance payments, construction of Dorad 2) that constitute a natural hedge for the USD deposits. Dorad is actively advancing the establishment of the Dorad 2 project (an expansion of the existing power station using an H-type turbine with a generation capacity of approximately 700 MWh).
In Spain -- The Company's development activity in Spain focuses on energy storage in batteries, whereby the process for obtaining license for Ellomay Solar (28 MWp for two hours of battery storage) is in advanced stages and is expected to be received in the coming months. In addition, the Company is advancing a battery storage project for Talasol (120 MWp). The high volatility in electricity prices in Spain stems from an excess of renewable energy during the transition seasons and causes damage to the stability of the grid. In the Company's assessment, the solution is a significant increase in storage capacity, which is currently at very low levels in Spain.
Use of Non-IFRS Financial Measures
EBITDA is a non-IFRS measure and is defined as earnings before financial expenses, net, taxes, depreciation and amortization. The Company presents this measure in order to enhance the understanding of the Company's operating performance and to enable comparability between periods. While the Company considers EBITDA to be an important measure of comparative operating performance, EBITDA should not be considered in isolation or as a substitute for net income or other statement of operations or cash flow data prepared in accordance with IFRS as a measure of profitability or liquidity. EBITDA does not take into account the Company's commitments, including capital expenditures and restricted cash and, accordingly, is not necessarily indicative of amounts that may be available for discretionary uses. Not all companies calculate EBITDA in the same manner, and the measure as presented may not be comparable to similarly-titled measure presented by other companies. The Company's EBITDA may not be indicative of the Company's historic operating results; nor is it meant to be predictive of potential future results. The Company uses this measure internally as performance measure and believes that when this measure is combined with IFRS measure it add useful information concerning the Company's operating performance. A reconciliation between results on an IFRS and non-IFRS basis is provided on page 14 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, USA and Israel.
To date, Ellomay has evaluated numerous opportunities and invested significant funds in the renewable, clean energy and natural resources industries in Israel, Italy, Spain, the Netherlands and Texas, USA, including:
-- Approximately 335.9 MW of operating solar power plants in Spain
(including a 300 MW solar plant in owned by Talasol, which is 51% owned
by the Company) and 51% of approximately 38 MW of operating solar power
plants in Italy;
-- 16.875% indirect interest in Dorad Energy Ltd., which owns and operates
one of Israel's largest private power plants with production capacity of
approximately 850 MW;
-- Groen Gas Goor B.V., Groen Gas Oude-Tonge B.V. and Groen Gas Gelderland
B.V., project companies operating anaerobic digestion plants in the
Netherlands, with a green gas production capacity of approximately 3
million, 3.8 million and 9.5 million Nm3 per year, respectively;
-- 83.333% of Ellomay Pumped Storage (2014) Ltd., which is involved in a
project to construct a 156 MW pumped storage hydro power plant in the
Manara Cliff, Israel;
-- 51% of solar projects in Italy with an aggregate capacity of 160 MW that
are under construction;
-- Solar projects in Italy with an aggregate capacity of 210 MW that have
reached "ready to build" status; and
-- Solar projects in the Dallas Metropolitan area, Texas, USA with an
aggregate capacity of approximately 38 MW that are connected to the grid
and additional 11 MW that are awaiting connection to the grid.
For more information about Ellomay, visit http://www.ellomay.com.
Information Relating to Forward-Looking Statements
This press release contains forward-looking statements that involve substantial risks and uncertainties, including statements that are based on the current expectations and assumptions of the Company's management. All statements, other than statements of historical facts, included in this press release regarding the Company's plans and objectives, expectations and assumptions of management are forward-looking statements. The use of certain words, including the words "estimate," "project," "intend," "expect," "believe" and similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company may not actually achieve the plans, intentions or expectations disclosed in the forward-looking statements and you should not place undue reliance on the Company's forward-looking statements. Various important factors could cause actual results or events to differ materially from those that may be expressed or implied by the Company's forward-looking statements, including changes in electricity prices and demand, regulatory changes increases in interest rates and inflation, changes in the supply and prices of resources required for the operation of the Company's facilities (such as waste and natural gas) and in the price of oil, the impact of the war and hostilities in Israel and Gaza and between Israel and Iran, the outcome of legal proceedings in connection with Dorad Energy Ltd., technical and other disruptions in the operations or construction of the power plants owned by the Company, inability to obtain the financing required for the development and construction of projects, inability to advance the expansion of Dorad, increases in interest rates and inflation, changes in exchange rates, delays in development, construction, or commencement of operation of the projects under development, failure to obtain permits - whether within the set time frame or at all, climate change, the impact of the continued military conflict between Russia and Ukraine, and general market, political and economic conditions in the countries in which the Company operates, including Israel, Spain, Italy and the United States. These and other risks and uncertainties associated with the Company's business are described in greater detail in the filings the Company makes from time to time with Securities and Exchange Commission, including its Annual Report on Form 20-F. The forward-looking statements are made as of this date and the Company does not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Contact:
Kalia Rubenbach (Weintraub)
CFO
Tel: +972 (3) 797-1111
Email: hilai@ellomay.com
Ellomay Capital Ltd. and its Subsidiaries
Unaudited Condensed Consolidated Interim Statements
of Financial Position
-----------------------------------------------------------
September December September
30, 31, 30,
2025 2024 2025
----------- ----------- ------------
Convenience
Translation
into US$ in
EUR in thousands thousands*
------------------------- ------------
Assets
Current assets:
Cash and cash
equivalents 49,288 41,134 57,856
Restricted cash 656 656 770
Intangible asset
from green
certificates 419 178 492
Trade and revenue
receivables 5,461 5,393 6,410
Other receivables 15,212 15,341 17,856
Derivatives asset
short-term 250 146 293
Other receivables
- investment
transaction 4,221 - 4,955
---------- ----------- ------------
75,507 62,848 88,632
---------------- ---------- ----------- ------------
Non-current
assets
Investment in
equity accounted
investee 57,545 41,324 67,548
Advances on
account of
investments - 547 -
Fixed assets 528,851 482,747 620,784
Right-of-use asset 41,579 34,315 48,807
Restricted cash
and deposits 15,940 17,052 18,711
Deferred tax 11,276 9,039 13,236
Long-term
receivables 16,212 13,411 19,030
Derivatives 12,534 15,974 14,713
---------- ----------- ------------
683,937 614,409 802,829
---------------- ---------- ----------- ------------
Total assets 759,444 677,257 891,461
========== =========== ============
Liabilities and
Equity
Current
liabilities
Short-term bank
loans and current
maturities of
long-term bank
loans 16,133 21,316 18,937
Current maturities
of other
long-term loans 3,666 5,866 4,303
Current maturities
of debentures 12,013 35,706 14,101
Trade payables 11,995 8,856 14,080
Other payables 16,533 10,896 19,407
Current maturities
of derivatives 237 1,875 278
Current maturities
of lease
liabilities 814 714 956
Warrants 2,507 1,446 2,943
---------- ----------- ------------
63,898 86,675 75,005
---------------- ---------- ----------- ------------
Non-current
liabilities
Long-term lease
liabilities 33,304 25,324 39,093
Long-term bank
loans 243,627 245,866 285,978
Other long-term
loans 42,788 30,448 50,226
Debentures 194,575 155,823 228,399
Deferred tax 2,621 2,609 3,077
Other long-term
liabilities 8,186 939 9,609
Derivatives 1,353 288 1,588
---------- ----------- ------------
526,454 461,297 617,970
---------------- ---------- ----------- ------------
Total liabilities 590,352 547,972 692,975
========== =========== ============
Equity
Share capital 27,998 25,613 32,865
Share premium 96,568 86,271 113,355
Treasury shares (1,736) (1,736) (2,038)
Transaction
reserve with
non-controlling
interests 14,757 5,697 17,322
Reserves 6,764 14,338 7,940
Accumulated
deficit (1,123) (11,561) (1,318)
---------- ----------- ------------
Total equity
attributed to
shareholders of
the Company 143,228 118,622 168,126
Non-controlling
interest 25,864 10,663 30,360
---------- ----------- ------------
Total equity 169,092 129,285 198,486
========== =========== ============
Total liabilities
and equity 759,444 677,257 891,461
========== =========== ============
* Convenience translation into US$ (exchange rate as
at September 30, 2025: euro 1 = US$ 1.174)
Ellomay Capital Ltd. and its Subsidiaries
Unaudited Condensed Consolidated Interim Statements
of Comprehensive Income
-----------------------------------------------------------------------------------------
For the
year For the nine
For the nine months ended months ended
For the three months ended September December September
ended September 30, 30, 31, 30,
-------------------- -------------------
2025 2024 2025 2024 2024 2025
-------- --------- ------- --------- -------- ------------
Unaudited Audited Unaudited
------------------------------------------ -------- ------------
Convenience
Translation
EUR in thousands (except per share data) into US$*
----------------------------------------------------- ------------
Revenues 12,729 12,333 32,865 31,789 40,467 38,578
Operating expenses (5,155) (4,982) (14,361) (14,505) (19,803) (16,857)
Depreciation and
amortization
expenses (4,362) (4,111) (12,850) (12,342) (15,887) (15,084)
------- --------- ------- --------- -------- ------------
Gross profit 3,212 3,240 5,654 4,942 4,777 6,637
Project development
costs (511) (1,030) (3,381) (3,311) (4,101) (3,969)
General and
administrative
expenses (1,781) (1,645) (5,165) (4,679) (6,063) (6,063)
Share of profits of
equity accounted
investee 16,999 3,486 17,011 5,295 11,062 19,968
Other income
(expenses), net (153) 2,885 1,278 2,885 3,409 1,500
------- --------- ------- --------- -------- ------------
Operating profit 17,766 6,936 15,397 5,132 9,084 18,073
Financing income 7,853 4,553 9,596 6,977 2,495 11,264
Financing income
(expenses) in
connection with
derivatives and
warrants, net (1,037) (90) (599) 2,762 1,140 (703)
Financing expenses
in connection with
projects finance (1,928) (1,693) (5,016) (4,646) (6,190) (5,888)
Financing expenses
in connection with
debentures (971) (1,486) (4,971) (5,048) (6,641) (5,835)
Interest expenses on
minority
shareholder loan (424) (528) (1,355) (1,616) (2,144) (1,591)
Other financing
expenses (11,209) (145) (6,349) (428) (8,311) (7,453)
------- --------- ------- --------- -------- ------------
Financing income
(expenses), net (7,716) 611 (8,694) (1,999) (19,651) (10,206)
------- --------- ------- --------- -------- ------------
Profit before taxes
on income 10,050 7,547 6,703 3,133 (10,567) 7,867
Tax benefit (taxes
on income) 19 (916) 1,790 72 1,424 2,101
------- --------- ------- --------- -------- ------------
Profit (loss) for
the period from
continuing
operations 10,069 6,631 8,493 3,205 (9,143) 9,968
------- --------- ------- --------- -------- ------------
Profit from
discontinued
operation (net of
tax) - - - 79 137 -
------- --------- ------- --------- -------- ------------
Profit (loss) for
the period 10,069 6,631 8,493 3,284 (9,006) 9,968
------- --------- ------- --------- -------- ------------
Profit (loss)
attributable to:
Owners of the
Company 10,128 6,104 10,438 4,670 (6,524) 12,252
Non-controlling
interests (59) 527 (1,945) (1,386) (2,482) (2,284)
------- --------- ------- --------- -------- ------------
Profit (loss) for
the period 10,069 6,631 8,493 3,284 (9,006) 9,968
------- --------- ------- --------- -------- ------------
Other
comprehensive
income (loss) item
that after initial
recognition in
comprehensive
income (loss) were
or will be
transferred to
profit or loss:
Foreign currency
translation
differences for
foreign operations 2,911 (4,719) (6,137) (5,152) 8,007 (7,204)
Foreign currency
translation
differences for
foreign operations
that were
recognized in
profit or loss - - - 255 255 -
Effective portion of
change in fair
value of cash flow
hedges (2,248) 286 386 9,412 5,631 453
Net change in fair
value of cash flow
hedges transferred
to profit or loss (539) 1,363 (2,821) (1,921) (813) (3,312)
------- --------- ------- --------- -------- ------------
Total other
comprehensive
income (loss) 124 (3,070) (8,572) 2,594 13,080 (10,063)
------- --------- ------- --------- -------- ------------
Total other
comprehensive
income (loss)
attributable to:
Owners of the
Company 1,281 (4,020) (7,574) (1,315) 10,039 (8,891)
Non-controlling
interests (1,157) 950 (998) 3,909 3,041 (1,172)
------- --------- ------- --------- -------- ------------
Total other
comprehensive
income (loss) for
the period 124 (3,070) (8,572) 2,594 13,080 (10,063)
------- --------- ------- --------- -------- ------------
Total comprehensive
income (loss) for
the period 10,193 3,561 (79) 5,878 4,074 (95)
======= ========= ======= ========= ======== ============
Total
comprehensive
income (loss)
attributable to:
Owners of the
Company 11,409 2,084 2,864 3,355 3,515 3,361
Non-controlling
interests (1,216) 1,477 (2,943) 2,523 559 (3,456)
------- --------- ------- --------- -------- ------------
Total comprehensive
income (loss) for
the period 10,193 3,561 (79) 5,878 4,074 (95)
------- --------- ------- --------- -------- ------------
* Convenience translation into US$ (exchange rate as
at September 30, 2025: euro 1 = US $ 1.174)
Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Interim Statements of Profit
or Loss and Other Comprehensive Income (cont'd)
--------------------------------------------------------------------------
For the
year For the nine
For the three For the nine ended months ended
months ended months ended December September
September 30, September 30, 31, 30,
---------------- ---------------
2025 2024 2025 2024 2024 2025
----- --------- ---- --------- -------- ------------
Unaudited Audited Unaudited
--------------------------------- -------- ------------
Convenience
Translation
EUR in thousands (except per share data) into US$*
------------------------------------------- ------------
Basic profit
(loss) per
share 0.79 0.47 0.81 0.36 (0.51) 0.95
Diluted profit
(loss) per
share 0.79 0.47 0.81 0.36 (0.51) 0.95
==== ========= ==== ========= ======== ============
Basic profit
(loss) per
share
continuing
operations 0.79 0.47 0.81 0.35 (0.52) 0.95
==== ========= ==== ========= ======== ============
Diluted profit
(loss) per
share
continuing
operations 0.79 0.47 0.81 0.35 (0.52) 0.95
==== ========= ==== ========= ======== ============
Basic profit
per share
discontinued
operation - - - 0.01 0.01 -
==== ========= ==== ========= ======== ============
Diluted profit
per share
discontinued
operation - - - 0.01 0.01 -
==== ========= ==== ========= ======== ============
* Convenience translation into US$ (exchange rate as
at September 30, 2025: euro 1 = US$ 1.174)
Ellomay Capital Ltd. and its Subsidiaries
Unaudited Condensed Consolidated Interim Statements
of Changes in Equity
------------------------------------------------------------------------------------------------------------------------------------------------------
Non-
controlling
Attributable to shareholders of the Company Interests Total Equity
----------------------------------------------------------------------------------- ----------- ------------
Translation
reserve Transaction
Retained earnings from reserve with
Share Share (accumulated Treasury foreign Hedging non-controlling
capital premium Deficit) shares operations Reserve interests Total
-------- ------- --------------------- -------- ----------- ------- --------------- -------
EUR in thousands
-----------------------------------------------------------------------------------------------------------------------------------
For the nine
months ended
September 30,
2025
(unaudited):
Balance as at
January 1, 2025 25,613 86,271 (11,561) (1,736) 8,446 5,892 5,697 118,622 10,663 129,285
Profit for the
period 10,438 10,438 (1,945) 8,493
Other
comprehensive
loss for the
period - (6,220) (1,354) (7,574) (998) (8,572)
------- ------- --------------------- -------- ----------- ------- --------------- ------- ----------- ------------
Total
comprehensive
loss for the
period - - 10,438 - (6,220) (1,354) - 2,864 (2,943) (79)
Transactions
with owners of
the Company,
recognized
directly in
equity:
Sale of shares in
subsidiaries from
non-controlling
interests - - - - - - 9,060 9,060 16,997 26,057
Options exercise 3 5 - - - - - 8 - 8
Issuance of
ordinary shares 2,382 10,281 - - -- - - 12,663 - 12,663
Issuance of
capital note to
non-controlling
interest - - - - - - - - 1,147 1,147
Share-based
payments - 11 - - - - - 11 - 11
------- ------- --------------------- -------- ----------- ------- --------------- ------- ----------- ------------
Balance as at
September 30,
2025 27,998 96,568 (1,123) (1,736) 2,226 4,538 14,757 143,228 25,864 169,092
======= ======= ===================== ======== =========== ======= =============== ======= =========== ============
For the nine
months ended
September 30,
2024
(unaudited):
Balance as at
January 1, 2024 25,613 86,159 (5,037) (1,736) 385 3,914 5,697 114,995 10,104 125,099
Profit (loss) for
the period - - 4,670 - - - - 4,670 (1,386) 3,284
Other
comprehensive
income (loss) for
the period - - - - (4,762) 3,447 - (1,315) 3,909 2,594
Total
comprehensive
income (loss) for
the period - - 4,670 - (4,762) 3,447 - 3,355 2,523 5,878
------- ------- --------------------- -------- ----------- ------- --------------- ------- ----------- ------------
Transactions
with owners of
the Company,
recognized
directly in
equity:
Share-based
payments - 91 - - - - - 91 - 91
------- ------- --------------------- -------- ----------- ------- --------------- ------- ----------- ------------
Balance as at
September 30,
2024 25,613 86,250 (367) (1,736) (4,377) 7,361 5,697 118,441 12,627 131,068
======= ======= ===================== ======== =========== ======= =============== ======= =========== ============
Ellomay Capital Ltd. and its Subsidiaries
Unaudited Condensed Consolidated Interim Statements
of Changes in Equity (cont'd)
-----------------------------------------------------------------------------------------------------------------------------------
Non-
controlling Total
Attributable to shareholders of the Company Interests Equity
----------------------------------------------------------------------- ----------- -------
Translation
reserve Transaction
from reserve with
Share Share Accumulated Treasury foreign Hedging non-controlling
capital premium deficit shares operations Reserve interests Total
-------- ------- ----------- -------- ----------- ------- --------------- -------
EUR in thousands
------------------------------------------------------------------------------------------------------------------
For the year
ended December
31, 2024
(audited):
Balance as at
January 1,
2024 25,613 86,159 (5,037) (1,736) 385 3,914 5,697 114,995 10,104 125,099
Loss for the
year - - (6,524) - - - - (6,524) (2,482) (9,006)
Other
comprehensive
income for the
year - - - - 8,061 1,978 - 10,039 3,041 13,080
------- ------- ----------- -------- ----------- ------- --------------- ------- ----------- -------
Total
comprehensive
income (loss)
for the year - - (6,524) - 8,061 1,978 - 3,515 559 4,074
Transactions
with owners of
the Company,
recognized
directly in
equity:
Share-based
payments - 112 - - - - - 112 - 112
------- ------- ----------- -------- ----------- ------- --------------- ------- ----------- -------
Balance as at
December 31,
2024 25,613 86,271 (11,561) (1,736) 8,446 5,892 5,697 118,622 10,663 129,285
======= ======= =========== ======== =========== ======= =============== ======= =========== =======
Ellomay Capital Ltd. and its Subsidiaries
Unaudited Condensed Consolidated Interim Statements
of Changes in Equity (cont'd)
---------------------------------------------------------------------------------------------------------------------------------------
Non-
controlling Total
Attributable to shareholders of the Company Interests Equity
------------------------------------------------------------------------- ----------- -------
Translation
reserve Transaction
from reserve with
Share Share Accumulated Treasury foreign Hedging non-controlling
capital premium deficit shares operations Reserve interests Total
-------- ------- ----------- -------- ----------- ------- --------------- -------
Convenience translation into US$ (exchange rate as
at September 30, 2025: euro 1 = US$1.174)
--------------------------------------------------------------------------------------------------------------------
For the nine
months ended
September 30,
2025
(unaudited):
Balance as at
January 1, 2025 30,065 101,268 (13,570) (2,038) 9,915 6,916 6,687 139,243 12,518 151,761
Profit for the
period - - 12,252 - - - - 12,252 (2,284) 9,968
Other
comprehensive
loss for the
period - - - - (7,301) (1,590) - (8,891) (1,172) (10,063)
------- ------- ----------- -------- ----------- ------- --------------- ------- ----------- -------
Total
comprehensive
loss for the
period - - 12,252 - (7,301) (1,590) - 3,361 (3,456) (95)
Transactions
with owners of
the Company,
recognized
directly in
equity:
Sale of shares in
subsidiaries from
non-controlling
interests - - - - - - 10,635 10,635 19,952 30,587
Options exercise 4 6 - - - - - 10 - 10
Issuance of
ordinary shares 2,796 12,068 - - - - - 14,864 - 14,864
Issuance of
capital note to
non-controlling
interest - - - - - - - - 1,346 1,346
Share-based
payments - 13 - - - - - 13 - 13
------- ------- ----------- -------- ----------- ------- --------------- ------- ----------- -------
Balance as at
September 30,
2025 32,865 113,355 (1,318) (2,038) 2,614 5,326 17,322 168,126 30,360 198,486
======= ======= =========== ======== =========== ======= =============== ======= =========== =======
Ellomay Capital Ltd. and its Subsidiaries
Unaudited Condensed Consolidated Interim Statements
of Cash Flow
--------------------------------------------------------------------------------------
For the For the
year nine months
For the nine months ended ended
For the three months ended September December September
ended September 30, 30, 31, 30,
-------------------- -------------------
2025 2024 2025 2024 2024 2025
-------- --------- ------- --------- -------- -----------
Convenience
Translation
EUR in thousands into US$*
----------------------------------------------------- -----------
Cash flows from
operating
activities
Profit (loss) for
the period 10,069 6,631 8,493 3,284 (9,006) 9,968
Adjustments for:
----------------
Financing income
(expenses), net 7,716 (611) 8,694 1,595 19,247 10,206
Profit (loss) from
settlement of
derivatives
contract - (149) - 50 316 -
Impairment losses
on assets of
disposal groups
classified as
held-for-sale - - - 405 405 -
Depreciation and
amortization 4,362 4,111 12,850 12,390 15,935 15,084
Share-based
payment
transactions 7 30 11 91 112 13
Share of profits
of equity
accounted
investees (16,999) (3,486) (17,011) (5,295) (11,062) (19,968)
Change in trade
receivables and
other
receivables (1,083) (4) 6,302 (3,218) (8,824) 7,398
Change in other
assets 469 871 (533) 876 3,770 (626)
Change in
receivables from
concessions
project - - - 793 793 -
Change in trade
payables (501) 554 2,177 (79) (31) 2,555
Change in other
payables 1,293 (2,052) (3,517) (293) 4,455 (4,128)
Income tax expense
(tax benefit) (19) 916 (1,790) (77) (1,429) (2,101)
Income taxes
refund (paid) 7 (133) (20) 346 623 (23)
Interest received 878 226 2,222 1,932 2,537 2,608
Interest paid (2,721) (1,827) (9,347) (7,255) (9,873) (10,972)
------- --------- ------- --------- -------- -----------
(6,591) (1,554) 38 2,261 16,974 46
---------------- ------- --------- ------- --------- -------- -----------
Net cash provided
by operating
activities 3,478 5,077 8,531 5,545 7,968 10,014
======= ========= ======= ========= ======== ===========
Cash flows from
investing
activities
Acquisition of
fixed assets (22,106) (30,453) (59,036) (50,046) (72,922) (69,299)
Interest paid
capitalized to
fixed assets (2,071) (507) (3,898) (1,628) (2,515) (4,576)
Proceeds from sale
of investments - - - 9,267 9,267 -
Advances on
account of
investments 547 (109) 547 (163) (163) 642
Proceeds from
advances on
account of
investments - - - - 514 -
Proceeds from
(investment in)
settlement of
derivatives, net - 65 - 224 (316) -
Proceeds from
restricted cash,
net 10,530 38 1,364 157 689 1,601
Proceeds from
(investment in)
short term
deposit - 79 - (1,404) 1,004 -
------- --------- ------- --------- -------- -----------
Net cash used in
investing
activities (13,100) (30,887) (61,023) (43,593) (64,442) (71,632)
======= ========= ======= ========= ======== ===========
Cash flows from
financing
activities
Issuance of
warrants - - 475 3,735 2,449 558
Cost associated
with long-term
loans (1,445) (545) (2,502) (2,011) (2,567) (2,937)
Proceeds from
option exercise 8 - 8 - - 9
Proceeds from
private placement
of shares 12,663 - 12,663 - - 14,864
Sale of shares in
subsidiaries to
non-controlling
interests 12,214 - 33,066 - - 38,814
Payment of
principal of
lease
liabilities (279) (179) (731) (665) (2,941) (858)
Proceeds from long
and short-term
loans 1,129 8,829 19,028 19,307 19,482 22,336
Repayment of
long-term loans (23,387) (441) (30,140) (7,108) (11,776) (35,379)
Repayment of
debentures - - (35,691) (35,845) (35,845) (41,895)
Proceeds from the
sale of tax
credits 10,160 - 10,160 - - 11,926
Proceeds from
issuance of
debentures, net - 11,966 56,729 57,756 74,159 66,591
------- --------- ------- --------- -------- -----------
Net cash provided
by financing
activities 11,063 19,630 63,065 35,169 42,961 74,029
------- --------- ------- --------- -------- -----------
Effect of exchange
rate fluctuations
on cash and cash
equivalents 1,347 (1,408) (2,419) (220) 3,092 (2,840)
------- --------- ------- --------- -------- -----------
Increase
(decrease) in
cash and cash
equivalents 2,788 (7,588) 8,154 (3,099) (10,421) 9,571
Cash and cash
equivalents at
the beginning of
the period 46,500 56,044 41,134 51,127 51,127 48,285
Cash from (used
in) disposal
groups classified
as held-for-sale - - - 428 428 -
------- --------- ------- --------- -------- -----------
Cash and cash
equivalents at
the end of the
period 49,288 48,456 49,288 48,456 41,134 57,856
======= ========= ======= ========= ======== ===========
* Convenience translation into US$ (exchange rate as
at September 30, 2025: euro 1 = US$ 1.174)
Ellomay Capital Ltd. and its Subsidiaries
Operating Segments (Unaudited)
--------------------------------------------------------------------------------------------------------------------------------------------------
Italy Spain USA Netherlands Israel Total
-------- ----------------------------- ------ ----------- -----------------
Subsidized 28 MV reportable Total
Solar Plants Solar Talasol Solar Biogas Dorad Manara segments Reconciliations consolidated
-------- ---------- ------ ------- ------ ----------- ------- ------- ---------- --------------- ------------
For the nine months ended September 30, 2025
--------------------------------------------------------------------------------------------------------------------------------
EUR in thousands
--------------------------------------------------------------------------------------------------------------------------------
Revenues 3,801 2,233 1,171 14,800 542 10,318 50,016 - 82,881 (50,016) 32,865
Operating
expenses (404) (394) (533) (3,604) (342) (9,085) (37,276) - (51,638) 37,277 (14,361)
Depreciation
expenses (674) (690) (757) (8,520) (309) (1,840) (4,026) - (16,816) 3,966 (12,850)
------- ---------- ------ ------- ------ ----------- ------- ------- ---------- --------------- ------------
Gross profit
(loss) 2,723 1,149 (119) 2,676 (109) (607) 8,714 - 14,427 (8,773) 5,654
Project
development
costs (3,381)
General and
administrative
expenses (5,165)
Share of profit
of equity
accounted
investee 17,011
Other income, net 1,278
------------
Operating profit 15,397
Financing income 9,596
Financing income
in connection
with derivatives
and warrants,
net (599)
Financing
expenses in
connection with
projects
finance (5,016)
Financing
expenses in
connection with
debentures (4,971)
Interest expenses
on minority
shareholder
loan (1,355)
Other financing
expenses (6,349)
Financing
expenses, net (8,694)
------------
Profit before
taxes on income 6,703
Segment assets as
at September 30,
2025 118,581 12,962 18,919 215,474 72,331 30,083 114,738 191,501 774,589 (15,145) 759,444
Ellomay Capital Ltd. and its Subsidiaries
Reconciliation of Profit (Loss) to EBITDA (Unaudited)
----------------------------------------------------------------------------------
For the For the
year nine months
For the three For the nine ended ended
months ended months ended December September
September 30, September 30, 31, 30,
------------------- ------------------
2025 2024 2025 2024 2024 2025
------- --------- ------ --------- -------- -----------
Convenience
Translation
into US$ in
EUR in thousands thousands*
--------------------------------------------------- -----------
Net profit
(loss) for the
period 10,069 6,631 8,493 3,284 (9,006) 9,968
Financing
(income)
expenses, net 7,716 (611) 8,694 1,999 19,651 10,206
Taxes on income
(Tax benefit) (19) 916 (1,790) (72) (1,424) (2,101)
Depreciation and
amortization 4,362 4,111 12,850 12,342 15,887 15,084
------ --------- ------ --------- -------- -----------
EBITDA 22,128 11,047 28,247 17,553 25,108 33,157
* Convenience translation into US$ (exchange rate as
at September 30, 2025: euro 1 = US$ 1.174)
Ellomay Capital Ltd.
Information for the Company's Debenture Holders
-----------------------------------------------
Financial Covenants
Pursuant to the Deeds of Trust governing the Company's Series D, Series E, Series F and Series G Debentures (together, the "Debentures"), the Company is required to maintain certain financial covenants. For more information, see Items 4.A and 5.B of the Company's Annual Report on Form 20-F submitted to the Securities and Exchange Commission on April 30, 2025, and below.
Net Financial Debt
As of September 30, 2025, the Company's Net Financial Debt, (as such term is defined in the Deeds of Trust of the Company's Debentures), was approximately EUR164.1 million (consisting of approximately EUR310.7(2) million of short-term and long-term debt from banks and other interest bearing financial obligations, approximately EUR213.4(3) million in connection with (i) the Series D Convertible Debentures issuance (in February 2021), (ii) the Series E Secured Debentures issuance (in February 2023), (iii) the Series F Debentures issuance (in January, April, August and November 2024) and (iv) the Series G Debentures issuance (in February 2025)), net of approximately EUR49.3 million of cash and cash equivalents, short-term deposits and marketable securities and net of approximately EUR310.7(4) million of project finance and related hedging transactions of the Company's subsidiaries). The Net Financial Debt and other information included in this disclosure do not include the private placement of Series G Debentures consummated in December 2025.
(2) The amount of short-term and long-term debt from banks
and other interest-bearing financial obligations provided
above, includes an amount of approximately EUR4.3
million costs associated with such debt, which was
capitalized and therefore offset from the debt amount
that is recorded in the Company's balance sheet.
(3) The amount of the debentures provided above includes
an amount of approximately EUR5.9 million associated
costs, which was capitalized and discount or premium
and therefore offset from the debentures amount that
is recorded in the Company's balance sheet. This amount
also includes the accrued interest as at September
30, 2025 in the amount of approximately EUR0.9 million.
(4) The project finance amount deducted from the calculation
of Net Financial Debt includes project finance obtained
from various sources, including financing entities
and the minority shareholders in project companies
held by the Company (provided in the form of shareholders'
loans to the project companies).
Ellomay Capital Ltd.
Information for the Company's Debenture Holders (cont'd)
--------------------------------------------------------
Information for the Company's Series D Debenture Holders
The Deed of Trust governing the Company's Series D Debentures includes an undertaking by the Company to maintain certain financial covenants, whereby a breach of such financial covenants for the periods set forth in the Series D Deed of Trust is a cause for immediate repayment. As of September 30, 2025, the Company was in compliance with the financial covenants set forth in the Series D Deed of Trust as follows: (i) the Company's Adjusted Shareholders' Equity (as defined in the Series D Deed of Trust) was approximately EUR160.2 million, (ii) the ratio of the Company's Net Financial Debt (as set forth above) to the Company's CAP, Net (defined as the Company's Adjusted Shareholders' Equity plus the Net Financial Debt) was 50.6%, and (iii) the ratio of the Company's Net Financial Debt to the Company's Adjusted EBITDA(5) was 4.
The following is a reconciliation between the Company's profit and the Adjusted EBITDA (as defined in the Series D Deed of Trust) for the four-quarter period ended September 30, 2025:
For the four-quarter period ended
September 30, 2025
----------------------------------
Unaudited
----------------------------------
EUR in thousands
----------------------------------
Profit for the period 7,268
Financing expenses, net 22,514
Taxes on income (2,466)
Depreciation and amortization
expenses 12,711
Share-based payments 4
Adjustment to data relating to
projects with a Commercial
Operation Date during the four
preceding quarters(6) 1,419
---------------------------------
Adjusted EBITDA as defined the
Series D Deed of Trust 41,450
(5) The term "Adjusted EBITDA" is defined in the Series
D Deed of Trust as earnings before financial expenses,
net, taxes, depreciation and amortization, where the
revenues from the Company's operations, such as the
Talmei Yosef PV Plant, are calculated based on the
fixed asset model and not based on the financial asset
model (IFRIC 12), and before share-based payments,
when the data of assets or projects whose Commercial
Operation Date (as such term is defined in the Series
D Deed of Trust) occurred in the four quarters that
preceded the relevant date will be calculated based
on Annual Gross Up (as such term is defined in the
Series D Deed of Trust). The Series D Deed of Trust
provides that for purposes of the financial covenant,
the Adjusted EBITDA will be calculated based on the
four preceding quarters, in the aggregate. The Adjusted
EBITDA is presented in this press release as part
of the Company's undertakings towards the holders
of its Series D Debentures. For a general discussion
of the use of non-IFRS measures, such as EBITDA and
Adjusted EBITDA see above under "Use of NON-IFRS Financial
Measures."
(6) The adjustment is based on the results of a solar
plant in Italy and solar plants in the USA that were
connected to the grid and commenced delivery of electricity
to the grid during the four quarters preceding September
30, 2025. The Company records revenues and only direct
expenses in connection with solar plants from the
connection to the grid and until preliminary acceptance
certificate (PAC). However, for the sake of caution,
the Company included the expected fixed expenses in
connection with solar plants that have not reached
PAC yet in the calculation of the adjustment.
Ellomay Capital Ltd.
Information for the Company's Debenture Holders (cont'd)
--------------------------------------------------------
Information for the Company's Series E Debenture Holders
The Deed of Trust governing the Company's Series E Debentures includes an undertaking by the Company to maintain certain financial covenants, whereby a breach of such financial covenants for the periods set forth in the Series E Deed of Trust is a cause for immediate repayment. As of September 30, 2025, the Company was in compliance with the financial covenants set forth in the Series E Deed of Trust as follows: (i) the Company's Adjusted Shareholders' Equity (as defined in the Series E Deed of Trust) was approximately EUR160.2 million, (ii) the ratio of the Company's Net Financial Debt (as set forth above) to the Company's CAP, Net (defined as the Company's Adjusted Shareholders' Equity plus the Net Financial Debt) was 50.6%, and (iii) the ratio of the Company's Net Financial Debt to the Company's Adjusted EBITDA(7) was 4.
The following is a reconciliation between the Company's profit and the Adjusted EBITDA (as defined in the Series E Deed of Trust) for the four-quarter period ended September 30, 2025:
For the four-quarter period ended
September 30, 2025
----------------------------------
Unaudited
----------------------------------
EUR in thousands
----------------------------------
Profit for the period 7,268
Financing expenses, net 22,514
Taxes on income (2,466)
Depreciation and amortization
expenses 12,711
Share-based payments 4
Adjustment to data relating to
projects with a Commercial
Operation Date during the four
preceding quarters(8) 1,419
---------------------------------
Adjusted EBITDA as defined the
Series E Deed of Trust 41,450
In connection with the undertaking included in Section 3.17.2 of Annex 6 of the Series E Deed of Trust, no circumstances occurred during the reporting period under which the rights to loans provided to Ellomay Luzon Energy Infrastructures Ltd. (formerly U. Dori Energy Infrastructures Ltd. ("Ellomay Luzon Energy")), if any, which were pledged to the holders of the Company's Series E Debentures, will become subordinate to the amounts owed by Ellomay Luzon Energy to Israel Discount Bank Ltd.
As of September 30, 2025, the value of the assets pledged to the holders of the Series E Debentures in the Company's books (unaudited) is approximately EUR57.5 million (approximately NIS 223.3 million based on the exchange rate as of such date).
(7) The term "Adjusted EBITDA" is defined in the Series
E Deed of Trust as earnings before financial expenses,
net, taxes, depreciation and amortization, where the
revenues from the Company's operations, such as the
Talmei Yosef PV Plant, are calculated based on the
fixed asset model and not based on the financial asset
model (IFRIC 12), and before share-based payments,
when the data of assets or projects whose Commercial
Operation Date (as such term is defined in the Series
E Deed of Trust) occurred in the four quarters that
preceded the relevant date will be calculated based
on Annual Gross Up (as such term is defined in the
Series E Deed of Trust). The Series E Deed of Trust
provides that for purposes of the financial covenant,
the Adjusted EBITDA will be calculated based on the
four preceding quarters, in the aggregate. The Adjusted
EBITDA is presented in this press release as part
of the Company's undertakings towards the holders
of its Series E Debentures. For a general discussion
of the use of non-IFRS measures, such as EBITDA and
Adjusted EBITDA see above under "Use of NON-IFRS Financial
Measures."
(8) The adjustment is based on the results of a solar
plant in Italy and solar plants in the USA that were
connected to the grid and commenced delivery of electricity
to the grid during the four quarters preceding September
30, 2025. The Company records revenues and only direct
expenses in connection with solar plants from the
connection to the grid and until preliminary acceptance
certificate (PAC). However, for the sake of caution,
the Company included the expected fixed expenses in
connection with solar plants that have not reached
PAC yet in the calculation of the adjustment.
Ellomay Capital Ltd.
Information for the Company's Debenture Holders (cont'd)
--------------------------------------------------------
Information for the Company's Series F Debenture Holders
The Deed of Trust governing the Company's Series F Debentures includes an undertaking by the Company to maintain certain financial covenants, whereby a breach of such financial covenants for the periods set forth in the Series F Deed of Trust is a cause for immediate repayment. As of September 30, 2025, the Company was in compliance with the financial covenants set forth in the Series F Deed of Trust as follows: (i) the Company's Adjusted Shareholders' Equity (as defined in the Series F Deed of Trust) was approximately EUR159.6 million, (ii) the ratio of the Company's Net Financial Debt (as set forth above) to the Company's CAP, Net (defined as the Company's Adjusted Shareholders' Equity plus the Net Financial Debt) was 50.7%, and (iii) the ratio of the Company's Net Financial Debt to the Company's Adjusted EBITDA(9) was 4.
(MORE TO FOLLOW) Dow Jones Newswires
December 30, 2025 16:31 ET (21:31 GMT)
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