Investor Presentation • Jun 24, 2020
Investor Presentation
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Washington, D.C. 20549
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
(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-________
On June 23, 2020, Ellomay Capital Ltd. (the "Company"), published an investor presentation for June 2020 (the "Presentation"). The changes in projected results in the Presentation compared to the previous presentation published by the Company in January 2020 are mainly due to a shift in the projected commencement of operations of the project to construct a photovoltaic plant with a peak capacity of 300MW in the municipality of Talaván, Cáceres, Spain (the "Talasol Project") from H2/2020 to Q4/2020 and a shift in the projected commencement dates of other projects under development to mid-year of each year from the beginning of the year.
This report 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 report 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 risks relating to projects under development (including the Talasol Project) 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.
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 99.1June 2020 Investor Presentation
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



Integrated Developer Owner and Operator of Renewable Energy Projects
Investors Presentation – June 2020
• This presentation contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this presentation regarding our plans and the objectives of management are forward-looking statements. Such forward looking statements include projected financial information. Such forward looking statements with respect to revenues, earnings, performance, strategies, prospects and other aspects of the businesses of the Company are based on current expectations that are subject to risks and uncertainties. The projections included in the presentation are based on the current government tariff and/or commercial agreements relating to each project and on the current licenses and permits of each project. The expected profit in connection with the sale of the Company's Italian PV portfolio is an unaudited and unreviewed estimate and the actual results may be different from this estimation. In addition, the details concerning projects that are under development or early stage development that are included in the presentation are based on the current internal assessments of the company's management and there is no certainty or assurance as to the ability of the company to advance or complete these projects as the advancement of such projects requires, among other things, approvals, permits and financing. The use of certain words, including the words "estimate," "project," "intend," "expect", "plan", "believe" and similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the Israeli Securities Law, 1968. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forwardlooking statements. Various important factors could cause actual results or events to differ materially from those that may be expressed or implied by our forward-looking statements, including changes in the regulation and climate, delays in the construction and commencement of operations of the Talasol project, limited scope of projects identified for future development, delays in the development and construction of other projects under development 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 our business are described in greater detail in the filings we make from time to time with SEC, including our Annual Report on Form 20-F. The forward-looking statements are made as of this date and we do not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.


Public company traded in TASE & NYSE American for ~ NIS 900M

From development to operation

Trusted by financial institutes and banks

Financial and technological expertise

Active in various markets and locations

Renewable energy as a long term, adaptable business

Ongoing growth with conservative leverage ratios
3

To be ahead of the curve in green energy generation and storage technologies.
To be a profitable and sustainable business based on enhanced financing strategies and advanced technological expertise.
To provide comprehensive solutions, from development to operation, enabling a stable supply of renewable energy from varied sources.
To protect the environment and benefit society by providing clean and cheap energy from renewable sources.

4

Growing our renewable energy and power generation activities – from development to operation – in Europe and Israel.
Creating continuous cash flow from various assets in diverse renewable energy and energy storage applications.
Maintaining relatively low leverage ratios and monetary strength.

| 2016 | 2017 | 2018 | 2019 |
|---|---|---|---|
| Acquired 51% of Biogas Projects in Netherlands |
Manara Cliff - Conditional license for pumped storage Acquired Talmei Yosef PV Plant Commercial operation of first Biogas Project in the Netherlands |
Talasol, Spain - Signed a PPA for 80% of the expected output Talasol Financing agreements with Deutsche Bank and EIB |
Acquired remaining 49% of NL Biogas Projects Sold 49% of Talasol Financial closing and start construction in Talasol Sold 22.6 MW Italian PV portfolio with profit of ~ 19Mil € Executed 2 Framework Agreements for the development of 515 MW PV Projects in Italy |


See Appendix A for reconciliation and disclosure regarding the use of non-IFRS financial measures
(1) The forecast assumes the expected commencement of operations mid year.

| Early Stage Development | |
|---|---|
| 455 MW | Italy - aggregated 455 MW PV |
| Under Advanced Development | Spain - 28 MW PV |
||||
|---|---|---|---|---|---|
| 356 MW | Italy - 172 MW PV |
||||
| Israel - 156 MW Manara Cliff, Pumped Storage |
| Under Construction | |
|---|---|
| 300 MW | Spain - Talasol 300 MW PV |
Connected to the grid 106 MW
PV - Spain & Israel; Biogas - Netherlands; Dorad Power Station

Diverse Green Energy Infrastructure
Development, Construction, Operation





| Projects | % Ownership |
License | MW | Expected Distributio n in 2020 |
Expected Annual Revenues in 2020 |
Expected Annual Adjusted EBITDA in 2020 |
Expected Adjusted Annual FFO in 2020 |
Expected Debt as of December 31, 2020 |
Expected interest on bank loans payment in 2020 |
Expected Cash flow 2020 |
|---|---|---|---|---|---|---|---|---|---|---|
| Connected to the grid and operating | ||||||||||
| Italy – 12 PV |
100% | 2031 | 22.6 MW | SOLD | 9.4 | 7.9 | 6.3 | 31.2 | 0.64 | 3.04 |
| Spain – 4 PV |
100% | 2041 | 7.9 MW | 2.8 | 2.2 | 1.5 | 15 | 0.5 | 0.7 | |
| Israel – Talmei Yosef (1) |
100% | 2033 | 9 MW | 4.2 | 3.7 | 2.8 | 18 | 0.9 | 1.0 | |
| The Netherlands | 100% | 2031 | 9 MW base load equal to 850 m3/h gas production |
6.5 | 2.2 | 2.0 | 8 | 0.3 | 1.4 | |
| Israel – Dorad (based on 2019 reports) (2) |
~9.4% | 2034 | 860 MW (of which the company's share is ~ 80 MW) |
3.0 | 60 | 12 | - | - | - | 3.0 |
| Total Installed | 105.9 MW |
See Appendix A for reconciliation and disclosure regarding the use of non-IFRS financial measures

(1) The PV Plant located in Talmei Yosef, Israel is presented under the fixed asset model and not under the financial asset model as per IFRIC 12 (2) The figures represent the Company's share
| Projects | % Ownership |
License | MW | Expected Annual Income following commercial operation |
Expected Annual EBITDA following commercial operation |
Expected Annual FFO following commercial operation |
Debt | Expected Annual interest payment on bank loans |
Expected Annual Cash Flow following commercial operation |
|---|---|---|---|---|---|---|---|---|---|
| Under construction | |||||||||
| Spain – Talasol* |
51% | Expected production start: Q4 / 2020 |
300 MW | 23-25 | 17-18 | 11-12 | Long term loans obtained in an aggregate amount of approximately EUR 131 million |
4 | 4-5 |
| Under development | |||||||||
| Spain – PV |
100% | Expected production start: 2021 |
28 MW | ||||||
| Italy – PV | 100% | Expected production start: 2021 |
172 MW | ||||||
| Israel – Manara Cliff |
75% | Expected production start: 2026 |
156 MW | ||||||
| Italy – Early stage development |
100% | 455 MW | |||||||
| Total under development | 811 MW |
||||||||

* For 100% holding (the Company's share is 51%).
| 2020 (E) |
2021 (E) |
2022 (E) |
|
|---|---|---|---|
| Revenues | 6,573,516 | 6,888,705 | 6,888,705 |
| Cost of Sale | -3,018,598 | -3,069,772 | -3,069,772 |
| Gross Margin | 3,554,918 | 3,818,933 | 3,818,933 |
| Opex | -1,267,816 | -1,267,816 | -1,267,816 |
| Ebitda | 2,287,102 | 2,551,117 | 2,551,117 |
| Interest on bank loans | -285,000 | -285,000 | -285,000 |
| Adjusted FFO | 2,002,102 | 2,266,117 | 2,266,117 |
See Appendix C for reconciliation and disclosure regarding the use of non-IFRS financial measures

Spain – Talasol *
Plant type: 1 PV plant
Location: Talaván, Cáceres, Spain
Expected Capacity: 300 MW
Acquired:
2017
Starting power production: Expected Q4/2020
Expected Cost: EUR 227M Expected Annual Revenue: EUR 23-25M
| June 2018: METKA – procurement and engineering agreement |
June 2018: PPA agreement, 80% for 10 years |
July 2018: Interest hedging GOLDMAN SACHS |
December 2018: Financing from DEUTSCHE BANK and EIB –EUR 131 Million |
April 2019: Sold 49% of Talasol Equity for EUR 16.1 M and start of construction |
June 2020: Project construction reached ~ 85% completion |
|---|---|---|---|---|---|
| ---------------------------------------------------------------------- | -------------------------------------------------- | ---------------------------------------------------- | ------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------- |
* for 100% holding (the Company's share is 51%)

construction reached ~ 85% completion

Connection lines within the project



Framework Agreements for the Development of 655 MW PV Projects in Italy
Signed: 2019
Plant type: Multi PV plants Location: Italy
Expected Capacity: 655 MW
Expected power production: 72 MW – 2021 150 MW – 2022 250 MW – 2023 183 MW – 2024
Expected Cost: 295 MIL EUR


Acquired:
Ellomay Capital Ltd. –75% Sheva Mizrakot Ltd. –25%
Location: Manara Cliff - Israel
Expected Capacity: 156 MW
Expected Cost: EUR 350M
* In October 2019 the Manara Project received land assessment from ILA requiring payment of a consent fee of approximately NIS 160 million. The Company is considering its next steps in connection with such assessment.

(€ thousands)
| December 31, 2017 |
% Of BS | December 31, 2018 |
% Of BS | December 31, 2019 |
% Of BS | March 31, 2020 |
% Of BS | |
|---|---|---|---|---|---|---|---|---|
| Cash and cash equivalent, marketable securities |
26,124 | 13% | 39,014 | 18% | 53,197 | 17% | 66,429 | 18% |
| Financial Debt* | 106,515 | 54% | 117,435 | 56% | 164,904 | 53% | 179,179 | 48% |
| Financial Debt, net* | 80,391 | 41% | 78,421 | 37% | 111,707 | 36% | 112,750 | 30% |
| Property, plant and equipment net (mainly in connection with PV Operations) |
78,837 | 40% | 87,220 | 41% | 114,389 | 37% | 175,424 | 47% |
| Investment in Dorad | 30,820 | 16% | 28,161 | 13% | 33,561 | 11% | 32,518 | 9% |
| CAP* | 184,015 | 93% | 194,392 | 92% | 272,470 | 88% | 312,098 | 83% |
| Total equity | 77,500 | 39% | 76,957 | 36% | 107,566 | 35% | 132,919 | 35% |
| Total assets | 198,088 | 100% | 211,160 | 100% | 310,172 | 100% | 376,142 | 100% |
See Appendix B for calculations

| December 31 , 2017 |
December 31 , 2018 |
December 31, 2019 |
March 31, 2020 |
|
|---|---|---|---|---|
| Financial Debt to CAP * | 58% | 60% | 61% | 57% |
| Financial Debt, net to CAP * | 44% | 40% | 41% | 36% |
See Appendix B for calculations


Renewable energy industry enjoys favorable business prognosis and supportive regulation

Competitive pricing, no need for governmental subsidizing

High segmental and geographic diversity. Revenue not dependent on a specific project

Long term agreements reduce demand market risk

Value based financing policy with relatively low leverage, high capital and investment ratios

Continuous growth. Sustainable, proven business experience

Renewable energy is an ongoing, worldwide sustainable economy trend, with an ever growing production and consumption of green energy.

01 Renewable energy EU goal for 2020: 20% of energy mix[1] 03 EU produces 20.23% of the world's renewable energy[3] 02 Currently 17% in 28 member states[2] 04 The EU holds nine of the top 10 spots in the terms of energy security in the global rankings[4]
1.http://www.brinknews.com/eu-2020-renewable-energy-goals-on-track/ 2.http://appsso.eurostat.ec.europa.eu/nui/show.do?dataset=nrg\_ind\_ren&lang=en
3.https://www.irena.org/- /media/Files/IRENA/Agency/Publication/2018/Jul/IRENA\_Renewable\_energy\_highlights\_July\_2018.pdf ?la=en&hash=F0E22210DEB43512673D6A573C1879F10CFC41D0
4.https://trilemma.worldenergy.org/



אנרגיות-מתחדשות-הפוטנציאל-הלא-ממומש-ש//israel/il.co.evm.www://https https://www.gov.il/he/Departments/news/re\_171119
The Photo-Voltaic effect enables conversion of light into electricity using semiconductors.
IEA: PV expected to double until 2023

Renewable energy consumption by technology, 2017-2023


\* https://www.statista.com/statistics/480452/market-value-of-waste-to-energy-globally-projection/ http://european-biogas.eu/2019/02/01/eba-annual-report-2019/


Pumped Hydro Storage Market Overview
The Pumped Hydro Storage method stores energy in the form of gravitational potential energy of water, pumped from a lower elevation reservoir to a higher elevation.
Energy storage enables power delivery all day and all year round.


For further Info: Ran Fridrich, CEO: [email protected] Kalia Weintraub, CFO: [email protected]
www.ellomay.com

Adjusted EBITDA and Adjusted FFO are non-IFRS measures. EBITDA is defined as earnings before financial expenses, net, taxes, depreciation and amortization and FFO (funds from operations) is calculated by adding tax and financing expenses to EBITDA. The Company uses the terms "Adjusted EBITDA" and "Adjusted FFO" to highlight the fact that the Company presents the revenues from the Talmei Yosef PV plant under the fixed asset mode and not under IFRIC 12, presents its share in Dorad based on distributions of profit and not on the basis of equity gain using the equity method and deducts the profit from the sale of its Italian PV portfolio in the calculation of Adjusted EBITDA. The Company presents these measures in order to enhance the understanding of the Company's operating performance and to enable comparability between periods. While the Company considers these non-IFRS measures to be important measures of comparative operating performance, these non-IFRS measures 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. These non-IFRS measures do not take into account our commitments, including capital expenditures and restricted cash and, accordingly, are not necessarily indicative of amounts that may be available for discretionary uses. In addition, Adjusted FFO does not represent and is not an alternative to cash flow from operations as defined by IFRS and is not an indication of cash available to fund all cash flow needs, including the ability to make distributions. Not all companies calculate Adjusted EBITDA or Adjusted FFO in the same manner, and the measures as presented may not be comparable to similarly-titled measures presented by other companies. Our actual Adjusted EBITDA and Adjusted FFO may not be indicative of our historic operating results; nor is it meant to be predictive of potential future results. The Company uses these measures internally as performance measures and believes that when these measures are combined with IFRS measures they add useful information concerning the Company's operating performance. A reconciliation between measures on an IFRS and non-IFRS basis is provided in this slide.
| 2020 (E) | 2021 (E) | 2022 (E) | 2023 (E) | |
|---|---|---|---|---|
| Net income (loss) for the period, adjusted as set forth in the notes below |
(0.2) | 7-8 | 11-12 | 17-18 |
| Interest on bank loans and others | 3.7 | 10-11 | 12-13 | 13-14 |
| Taxes on income | 0.1 | 1-2 | 1-2 | 3-4 |
| Depreciation | 2.9 | 10-11 | 13-14 | 17-18 |
| Adjusted EBITDA | 6.5 | 28-32 | 37-41 | 50-54 |
| Interest on bank loans and others | (3.7) | (10-11) | (12-13) | (13-14) |
| Taxes on income | (0.1) | (1-2) | (1-2) | (3-4) |
| Adjusted FFO | 2.7 | 17-19 | 24-26 | 34-36 |
The Company defines Financial Debt as loans and borrowings plus debentures (current liabilities) plus finance lease obligations plus long-term bank loans plus debentures (non-current liabilities), Financial Debt, Net as Financial Debt minus cash and cash equivalent minus investments held for trading minus short-term deposits and CAP as equity plus Financial Debt. The Company presents these measures in order to enhance the understanding of the Company's leverage ratios and borrowings. While the Company considers these measures to be an important measure of leverage, these measures should not be considered in isolation or as a substitute for long-term borrowings or other balance sheet data prepared in accordance with IFRS as a measure of leverage. Not all companies calculate these measures in the same manner, and the measure as presented may not be comparable to similarly-titled measures presented by other companies.

| As of December 31, |
As of December 31, |
As of December 31, |
As of March 31, |
|
|---|---|---|---|---|
| 2017 | 2018 | 2019 | 2020 | |
| Current liabilities | ||||
| Loans and borrowings | € (3,103) |
€ (5,864) |
€ (4,138) |
€ (3,980) |
| Debentures | € (4,644) |
€ (8,758) |
€ (26,773) |
€ (4,592) |
| Non-current liabilities | ||||
| Finance lease obligations | € (3,690) |
€ - |
€ - |
€ - |
| Long-term loans | € (42,091) | € (60,228) | € (89,182) | € (126,021) |
| Debentures | € (52,987) | € (42,585) | € (44,811) | € (44,586) |
| Financial Debt (A) | € (106,515) |
€ (117,435) | € (164,904) | € (179,179) |
| Less: | ||||
| Cash and cash equivalents | € 23,962 |
€ 36,882 |
€ 44,509 |
€ 57,765 |
| Marketable Securities | € 2,162 |
€ 2,132 |
€ 2,242 |
€ 2,254 |
| Short term deposits | - | - | € 6,446 |
€ 6,410 |
| Financial Debt, net (B) | € (80,391) | € (78,421) | € (111,707) | € (112,750) |
| Total equity (C) | € (77,500) | € (76,957) | € (107,566) | € (132,919) |
| Financial Debt (A) | € (106,515) |
€ (117,435) | € (164,904) | € (179,179) |
| CAP (D) | € (184,015) |
€ (194,392) |
€ (272,470) |
€ (312,098) |
| Financial Debt to CAP (A/D) | 58% | 60% | 61% | 57% |
| Financial Debt, net to CAP (B/D) | 44% | 40% | 41% | 36% |
EBITDA and Adjusted FFO are non-IFRS measures. EBITDA is defined as earnings before financial expenses, net, taxes, depreciation and amortization and FFO (funds from operations) is calculated by adding tax and financing expenses to EBITDA. The Company uses the term "Adjusted FFO" to highlight the fact that the financing expenses presented in the calculation of Adjusted FFO exclude interest on inter-company loans. The Company presents these measures in order to enhance the understanding of the Company's bio gas operations and to enable comparability between periods. While the Company considers these non-IFRS measures to be important measures of comparative operating performance, these non-IFRS measures 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. These non-IFRS measures do not take into account our commitments, including capital expenditures and restricted cash and, accordingly, are not necessarily indicative of amounts that may be available for discretionary uses. In addition, Adjusted FFO does not represent and is not an alternative to cash flow from operations as defined by IFRS and is not an indication of cash available to fund all cash flow needs, including the ability to make distributions. Not all companies calculate EBITDA or Adjusted FFO in the same manner, and the measures as presented may not be comparable to similarly-titled measures presented by other companies. The Company uses these measures internally as performance measures and believes that when these measures are combined with IFRS measures they add useful information concerning the Company's operating performance. A reconciliation between measures on an IFRS and non-IFRS basis is provided in this slide.
| 2020 (E) | 2021 (E) | 2022 (E) | |
|---|---|---|---|
| Net Income for the period | 212,102 | 476,117 | 476,117 |
| Financing Expenses, net | 735,000 | 735,000 | 735,000 |
| Taxes on Income | |||
| Depreciation | 1,340,000 | 1,340,000 | 1,340,000 |
| Ebitda | 2,287,102 | 2,551,117 | 2,551,117 |
| Interest on bank loans | -285,000 | -285,000 | -285,000 |
| Taxes on Income | - | - | - |
| Adjusted FFO |
2,002,102 | 2,266,117 | 2,266,117 |

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