UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2020
Commission File Number: 001-35284

Ellomay Capital Ltd.
(Translation of registrant’s name into English)

18 Rothschild Blvd., Tel Aviv 6688121, Israel
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒           Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ☐            No ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________



THE IFRS FINANCIAL RESULTS INCLUDED IN EXHIBIT 99.1 AND THE TEXT OF EXHIBIT 99.2 OF THIS FORM 6-K ARE HEREBY INCORPORATED BY REFERENCE INTO THE REGISTRANT’S REGISTRATION STATEMENTS ON FORM F-3 (NOS. 333-199696 AND 333-144171) AND FORM S-8 (NOS. 333-187533, 333-102288 AND 333-92491), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

This Report on Form 6-K of Ellomay Capital Ltd. consists of the following document, which is attached hereto and incorporated by reference herein:

Exhibit 99.1

Exhibit 99.2


2


Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
Ellomay Capital Ltd.

By: /s/ Ran Fridrich
Ran Fridrich
Chief Executive Officer and Director

Dated: June 23, 2020

3






Exhibit 99.1


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

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

Financial Highlights

Revenues were approximately €1.9 million for the three months ended March 31, 2020, compared to approximately €4.7 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 €1.1 million for the three months ended March 31, 2020, compared to approximately €1.7 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 €0.7 million for the three months ended March 31, 2020, compared to approximately €1.6 million for the three months ended March 31, 2019. The decrease reflects the sale of the Italian PV Portfolio.

Project development costs were approximately €1.8 million for the three months ended March 31, 2020, compared to approximately €0.9 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 €1.1 million for the three months ended March 31, 2020, compared to approximately €0.9 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 €1.3 million for the three months ended March 31, 2020, compared to approximately €1.2 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 €0.4 million for the three months ended March 31, 2020, compared to approximately €1.7 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 €1 million during the three months ended March 31, 2020, compared to approximately €0.4 million during the three months ended March 31, 2019, (ii) decreased expenses resulting from exchange rate differences amounting to approximately €0.7 million in the three months ended March 31, 2020, compared to approximately €1.2 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 €0.3 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 €0.1 million for the three months ended March 31, 2020, compared to approximately €0.2 million for the three months ended March 31, 2019.
 
Loss for the three months ended March 31, 2020 was approximately €1.9 million, compared to a loss of approximately €1 million for the three months ended March 31, 2019.
 
Total other comprehensive income was approximately €14 million for the three months ended March 31, 2020, compared to approximately €0.6 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 €12.2 million for the three months ended March 31, 2020, compared to total comprehensive loss of approximately €0.4 million for the three months ended March 31, 2019.
 
EBITDA was approximately €(0.6) million for the three months ended March 31, 2020, compared to approximately €2.5 million for the three months ended March 31, 2019.
 
Net cash used in operating activities was approximately €0.5 million for the three months ended March 31, 2020, compared to net cash provided by operating activities of approximately €0.2 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 €56.7 million in cash and cash equivalents, approximately €6.4 million in short-term deposits, approximately €2.3 million in marketable securities and approximately €10.3 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 €0.1 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.
 

2


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 €1.3 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 €1 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 €133 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.

3


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.

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

4


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
 
   
€ 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)

5



Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Interim Statements of Comprehensive Profit (Loss)


   
For the three months ended March 31,
   
For the year ended December 31,
   
For the three months ended March 31,
 
   
2019
   
2020
   
2019
   
2020
 
   
Unaudited
   
Audited
   
Unaudited
 
   
€ in thousands*
   
€ in thousands*
   
Convenience Translation into US$** 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)

6


Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Interim Statements of Changes in Equity


                     
Non- controlling
   
Total
 
               
Attributable to shareholders of the Company
   
Interests
   
Equity
 
   
Share capital
   
Share premium
   
Retained earnings
   
Treasury shares
   
Translation reserve from
foreign operations
   
Hedging Reserve
   
Interests Transaction reserve with
non-controlling Interests
   
Total
             
   
€ 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
 

               
Non- controlling
   
Total
 
         
Attributable to shareholders of the Company
   
Interests
   
Equity
 
                           
Translation
                         
   
Share
   
Share
   
Retained
   
Treasury
   
reserve from
foreign
   
Hedging
                   
   
capital
   
premium
   
earnings
   
shares
   
Operations
   
Reserve
   
Total
             
   
€ 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
 

7


Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Interim Statements of Changes in Equity (cont’d)


                     
Non- controlling
   
Total
 
               
Attributable to shareholders of the Company
   
Interests
   
Equity
 
   
Share capital
   
Share premium
   
Retained earnings
   
Treasury shares
   
Translation reserve from
foreign operations
   
Hedging Reserve
   
Interests Transaction reserve with
non-controlling Interests
   
Total
             
   
€ in thousands
 
For the year ended
                                                           
December 31, 2019 (Audited):
                                                           
Balance as at
                                                           
January 1, 2019
   
19,980
     
58,344
     
758
     
(1,736
)
   
1,396
     
(227
)
   
-
     
78,515
     
(1,558
)
   
76,957
 
Profit (loss) for the year
   
-
     
-
     
12,060
     
-
     
-
     
-
     
-
     
12,060
     
(2,276
)
   
9,784
 
Other comprehensive income (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
 


8


Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Interim Statements of Changes in Equity (cont’d)


                     
Non- controlling
   
Total
 
               
Attributable to shareholders of the Company
   
Interests
   
Equity
 
   
Share capital
   
Share premium
   
Retained earnings
   
Treasury shares
   
Translation reserve from
foreign operations
   
Hedging Reserve
   
Interests Transaction reserve with
non-controlling Interests
   
Total
             
   
Convenience translation into US$ (exchange rate as at March 31, 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
 

9



Ellomay Capital Ltd. and its Subsidiaries
Condensed Consolidated Interim Statements of Cash Flows


   
For the three months ended March 31,
   
For the year ended December 31,
   
For the three months ended March 31,
 
   
2019
   
2020
   
2019
   
2020
 
   
Unaudited
   
Audited
   
Unaudited
 
   
€ in thousands
   
Convenience Translation into US$*
 
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)

10


          Ellomay Capital Ltd. and its Subsidiaries
Reconciliation of Profit (Loss) to EBITDA (in thousands)


   
For the three months ended March 31,
   
For the year ended December 31,
   
For the three months ended March 31,
 
   
2019
   
2020
   
2019
   
2020
 
   
Unaudited
 
   
€ 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)

11


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 €31.3 million (consisting of approximately €139.4 million of short-term and long-term debt from banks and other interest bearing financial obligations and approximately €49.2 million in connection with the Series B Debentures issuance (in March 2017) and the Series C Debentures issuance (in July 2019), net of approximately €66.4 million of cash and cash equivalents, short-term deposits and marketable securities and net of approximately €90.9 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%.
 

12

Unaudited Internal Pro Forma Statement of Financial Position

   
March 31,
 
   
2020
 
   
Unaudited
 
   
Pro Forma
€ 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
 

13


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 €132.9 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
 
   
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
 

14




Exhibit 99.2



Ellomay Capital Announces the Approval of a Conditional License for the Manara Cliff Pumped Storage
Project by the Israeli Electricity Authority

Tel-Aviv, Israel, June 23, 2020 – Ellomay Capital Ltd. (NYSE American; TASE: ELLO) (“Ellomay” or the “Company”), a renewable energy and power generator and developer of renewable energy and power projects in Europe and Israel, today announced the approval by the Israeli Electricity Authority of a conditional license to Ellomay Pumped Storage (2014) Ltd. (“Ellomay PS” and the “Conditional License,” respectively). The Conditional License regulates the construction of a pumped storage plant in the Manara Cliff with a capacity of 156MW (the “Manara Cliff Pumped Storage Project”). The Company indirectly owns 75% (including 6.67% that are held by a trustee in trust for us and other parties) of Ellomay PS.

As published by the Company in its Annual Report on Form 20-F for the year ended December 31, 2019, Ellomay PS applied for a new conditional license in February 2020 to replace its prior conditional license.

The Conditional License is subject to the approval of the Israeli Minister of Energy (the “Minister”) and the submission of a bond by Ellomay PS. The Conditional License includes several conditions precedent to the entitlement of the holder of the Conditional License to receive an electricity production license. The Conditional License is valid for a period of seventy two (72) months commencing from the date of its approval by the Minister, subject to compliance by Ellomay PS with the milestones set forth therein and subject to the other provisions set forth therein (including a financial closing, the provision of guarantees and the construction of the pumped storage hydro power plant). Based on the current regulation applicable to the Conditional License, the financial closing is required to occur by December 31, 2020.

For more information concerning the Manara Cliff Pumped Storage Project, see Items 3.D. and 4 of the Company’s Annual Report on Form 20-F for the year ended December 31, 2019, filed with the Securities and Exchange Commission on April 7, 2020.

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 specific risks relating to the pumped storage project, risks in connection with projects under development in general and 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.

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

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